株探米国株
英語
エドガーで原本を確認する
6-K 1 ef20024721_6k.htm 6-K
FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of March 2024

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 (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 March 15, 2024 titled “Seanergy Maritime Reports Financial Results for the Fourth Quarter and Twelve Months Ended December 31, 2023 and Declares a Cash Dividend of $0.10 Per Share.”
 
This Report on Form 6-K and the exhibit hereto, excluding the statements attributed to the Company’s Chairman & Chief Executive Officer are hereby incorporated by reference into the Company's Registration Statements on Form F-3 (File Nos. 333-257693, 333-253332, 333-238136, 333-237500, 333-166697 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: March 22, 2024
 

SEANERGY MARITIME HOLDINGS CORP.
   
  /s/ Stamatios Tsantanis
 
By:
Stamatios Tsantanis
 
Chief Executive Officer



EX-99.1 2 ef20024721_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1


Seanergy Maritime Reports Financial Results for the Fourth Quarter and Twelve Months Ended December 31, 2023 and Declares a Cash Dividend of $0.10 Per Share

 
Highlights
                       
 
(in million USD, except EPS)
   
Q4 2023
     
Q4 2022
     
12M 2023
     
12M 2022
 
 
Net revenues
 

$39.4
   

$28.5
   

$110.2
   

$125.0
 
 
Net income
 

$10.8
   

$0.5
   

$2.3
   

$17.2
 
 
Adjusted net income1
 

$11.4
   

$0.9
   
$11.9
   

$23.3
 
 
EBITDA1
 

$23.3
   

$12.9
   
$51.3
   

$60.5
 
 
Adjusted EBITDA1
 

$23.9
   

$13.3
   

$53.0
   

$66.6
 
                                   
 
Earnings per share Basic1,2
 

$0.55
   

$0.03
   

$0.12
   

$0.97
 
 
Earnings per share Diluted1,2
 
$0.55
   
$0.03
   

$0.12
   

$0.96
 
 
Adjusted earnings per share Basic1,2
 

$0.58
   

$0.05
   

$0.64
   

$1.32
 
 
Adjusted earnings per share Diluted1,2
 

$0.58
   

$0.05
   

$0.64
   

$1.32
 
 
Other Highlights and Developments:
 

Quarterly cash dividend of $0.10 per share consisting of a regular cash dividend of $0.025 per share for Q4 2023 and a special cash dividend of $0.075 per share

Total cash dividends of $1.45 per share, or $26.4 million declared since March 2022

Acquisition of a 2011-built Newcastlemax dry bulk vessel through a 12-month bareboat charter with a purchase option

Acquisition of a 2013-built Japanese Capesize vessel with estimated delivery in Q2 2024

Completion of $53.8 million in refinancings during 2023 at improved terms generating $15.0 million in additional liquidity; no loan maturities until Q2 2025

The only Greek-based shipping company to participate in the European Union (EU) funded SAFeCRAFT project in partnership with major industry stakeholders to demonstrate the safety and viability of Sustainable Alternative Fuels (SAFs) on existing vessels

March 15, 2024 – Athens, Greece – Seanergy Maritime Holdings Corp. (“Seanergy” or the “Company”) (NASDAQ: SHIP), announced today its financial results for the fourth quarter and twelve months ended December 31, 2023. The Company also declared a regular quarterly cash dividend of $0.025 per common share and a special cash dividend of $0.075 per common share for the fourth quarter of 2023.
 
For the quarter ended December 31, 2023, the Company generated Net Revenues of $39.4 million, compared to $28.5 million in the fourth quarter of 2022. Net Income and Adjusted Net Income for the quarter were $10.8 million and $11.4 million, respectively, compared to Net Income of $0.5 million and Adjusted Net Income of $0.9 million in the fourth quarter of 2022. Adjusted EBITDA for the quarter was $23.9 million, compared to $13.3 million for the same period of 2022. The daily TCE3 rate of the fleet for the fourth quarter of 2023 was $24,920, compared to $17,294 in the same period of 2022.
 

1 Adjusted earnings per share, Adjusted Net Income, EBITDA and Adjusted EBITDA are non-GAAP measures. Please see the reconciliation below of Adjusted earnings per share, Adjusted Net Income, EBITDA and Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure.
2 All references to number of shares, share prices, warrant prices and “per share” figures in this document are adjusted to reflect the one-for-ten reverse stock split effected on February 16, 2023.


For the twelve-month period ended December 31, 2023, the Company generated Net Revenues of $110.2 million, compared to $125.0 million in the same period of 2022. Net Income and Adjusted Net Income for the twelve months were $2.3 million and $11.9 million, respectively, compared to Net Income of $17.2 million and Adjusted Net Income of $23.3 million in the respective period of 2022. Adjusted EBITDA for the twelve months was $53.0 million, compared to $66.6 million for the same period of 2022. The daily TCE rate of the fleet for the twelve-month period of 2023 was $17,501, compared to $20,040 in the same period of 2022. The average daily OPEX per Capesize vessel was $6,879, compared to $6,819 for the respective period of 2022.
 
Cash and cash-equivalents and restricted cash, as of December 31, 2023, stood at $24.9 million. Shareholders’ equity at the end of the fourth quarter was $228.4 million. Long-term debt (senior loans, finance lease liability and other financial liabilities) net of deferred charges stood at $232.6 million, while the book value of the fleet, including a chartered-in Newcastlemax vessel, was $440.0 million.
 
Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:
 
“In 2023 we delivered another profitable year for Seanergy despite a very volatile Capesize market, building on our robust commercial performance, our hedging activities and the investments we have made in improving our vessels' efficiency over the years. In doing so, we successfully navigated extreme freight rate instability and achieved a healthy mix of fleet growth, accretion and cash dividends. We are executing a clear strategy that includes investing in our fleet to drive growth and efficiencies, delivering durable capital returns to shareholders and maintaining a healthy balance sheet with sustainable debt levels. The actions we have taken to grow our fleet substantially over the past three years with quality assets and further strengthen our balance sheet have us optimally positioned to reap the benefits of what looks like a very strong Capesize market.
 
“In the fourth quarter of 2023, we recorded net income of $10.8 million as our fleet benefited from the strong Capesize market, while our board of directors approved a special dividend of $0.075 per share in addition to our ordinary quarterly dividend of $0.025 per share. At the same time, we are constantly evaluating the most efficient ways to continue returning capital to our shareholders in the coming quarters consistent with the financial performance of the Company.
 
“In the fourth quarter, we also fully repaid the remaining portion of our only outstanding convertible note, eliminating the possibility of dilution for our shareholders. Moreover, in 2023 and to date, we have completed $2.5 million in share repurchases, or 490,843 shares at an average price of about $5.12, which is 44% lower than our stock’s current trading price4. In comparison, under our recently announced ATM program, we have sales of $2.3 million, or 288,874 shares at an average price of $8.03 per share. This is evidently an accretive combination. In addition, within 2023 we closed a tender offer for the purchase of 4,038,114 of our outstanding warrants at a fraction of their value, simplifying further our capital structure. Finally, within 2023, I have also completed $1.1 million in open market purchases of Seanergy’s common shares.
 
“During the fourth quarter of 2023, our fleet recorded a daily time charter equivalent rate of $24,920, leading to adjusted EBITDA of $23.9 million, substantially higher than the respective figures from the same period last year. For the full year period, we recorded a time charter equivalent of $17,501, exceeding the Baltic Capesize Index average of $16,389, while achieving an adjusted EBITDA of $53.0 million and net income of $2.3 million. Our proven ability to limit downside risk while also maintaining significant exposure to rising Capesize rates is encouraging and remains a central aspect of our strategy.
 
“Looking ahead, we are currently undergoing the strongest first quarter for the Capesize market since 2011 and we expect our commercial performance to remain solid. In terms of guidance for the first quarter of 2024, assuming that the remaining days of March are consistent with current FFA levels, we expect our daily TCE to be equal to about $23,219. Additionally, we have taken advantage of the recent upswing in freight futures levels by converting about half of our second-quarter ownership days at a fixed gross rate of approximately $28,300 in order to secure additional strong cash-flow for the Company.
 
“As regards our fleet developments, in 2023 we acquired our first Newcastlemax vessel through a 12-month bareboat charter with a purchase option. The vessel was delivered in the fourth quarter and commenced her employment with a first-class European charterer at a significant premium over the index. More recently, in February we agreed to acquire a 181,392 dwt Capesize bulk carrier, built in 2013 in Japan. The agreement for this acquisition was well-timed as it occurred prior to the steep upwards adjustment in vessel values witnessed over the recent weeks. Delivery is expected to take place between April and June, and we look forward to adding another high-quality vessel to our fleet acquired at an attractive price. Additionally, we extended the duration of time-charter employment on six of our vessels at index linked rates for periods ranging from 11 to 24 months.
 

3 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.
4 Based on the closing share price on March 13, 2024.


“Concerning our ESG initiatives, we recently announced that we are the only Greek-based shipping company to participate in the EU funded SAFeCRAFT project. This collaborative approach amongst leading stakeholders of our industry, including classification societies and manufacturers, the academic community and the European Union, aims in contributing to the development of greener solutions for the existing fleet, which will have an immediate impact on our ESG objectives.
 
“As a brief comment on the outlook of our market, ton-mile demand is expected to exceed net fleet growth in the next two years with healthy raw material flows. The Capesize orderbook is at historically low levels, while trade volumes and the need for fleet replacement due to environmental regulations have grown considerably. The high congestion resulting from port inefficiencies after the pandemic has normalized and is now closer to the low end of the historical range. As such there is little room for further efficiency gains and more potential for disruptions that are likely to benefit our market as has been the case with the tensions in the Red Sea and the low water levels in the Panama Canal.
 
“Overall, we remain highly optimistic about the Company’s prospects and our ability to deliver enhanced value to shareholders, as Seanergy is well-placed to benefit from the rising trend in the Capesize market through our high-quality fleet, index-linked market exposure and strong financial position.”
 
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(3)
207,855
2011
NACKS
-
T/C Index Linked
Yes
09/2024
01/2025
Olam
Patriotship
181,709
2010
Imabari
Yes
T/C Index Linked
Yes
01/2025
04/2025
Glencore
Dukeship
181,453
2010
Sasebo
-
T/C Index Linked
Yes
05/2024
09/2024
NYK
Paroship
181,415
2012
Koyo -Imabari
Yes
T/C Index Linked
Yes
08/2025
01/2026
Oldendorff
Worldship
181,415
2012
Koyo – Imabari
Yes
T/C Index Linked
Yes
10/2025
02/2026
NYK
Hellasship
181,325
2012
Imabari
-
T/C Index Linked
Yes
12/2024
04/2025
NYK
Honorship
180,242
2010
Imabari
-
T/C Index Linked
Yes
02/2024
07/2024
NYK
Fellowship
179,701
2010
Daewoo
-
T/C Index Linked
Yes
06/2024
10/2024
Anglo American
Championship
179,238
2011
Sungdong SB
Yes
T/C Index Linked
Yes
04/2025
11/2025
Cargill
Partnership
179,213
2012
Hyundai
Yes
T/C Index Linked
Yes
09/2024
12/2024
Uniper
Knightship
178,978
2010
Hyundai
Yes
T/C Index Linked
Yes
10/2024
12/2024
Glencore
Lordship
178,838
2010
Hyundai
Yes
T/C Index Linked
Yes
08/2024
09/2024
Uniper
Friendship
176,952
2009
Namura
-
T/C Index Linked
Yes
12/2024
04/2025
NYK
Flagship
176,387
2013
Mitsui
-
T/C Index Linked
Yes
05/2026
07/2026
Cargill
Geniuship
170,057
2010
Sungdong SB
-
T/C Index Linked
Yes
04/2024
08/2024
NYK
 
Premiership
170,024
2010
Sungdong SB
Yes
T/C Index Linked
Yes
03/2025
05/2025
Glencore
Squireship
170,018
2010
Sungdong SB
Yes
T/C Index Linked
Yes
04/2025
06/2025
Glencore
Total /
Average age
3,054,820
13.0 years
-
-
-
-
-
-
-
 
(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 vessel is operated by the Company on the basis of a 12-month bareboat charter-in contract with the owners of the vessel, including a purchase option at the end of the bareboat charter.
 
Vessel to be delivered:
 
Vessel Name
Capacity (DWT)
Year
Built
Yard
Scrubber Fitted
tbr Iconship
181,392
2013
Imabari
-
 
Fleet Data:
 
(U.S. Dollars in thousands)

     
Q4 2023
     
Q4 2022
   
FY 2023
   
FY 2022
 
Ownership days (1)
   
1,541
     
1,569
     
6,008
     
6,219
 
Operating days (2)
   
1,530
     
1,525
     
5,953
     
5,905
 
Fleet utilization (3)
   
99.3
%
   
97.2
%
   
99.1
%
   
95.0
%
TCE rate (4)
 

$24,920
   

$17,294
   

$17,501
   

$20,040
 
Daily Vessel Operating Expenses (5)
 

$6,696
   

$6,651
   

$6,879
   

$6,819
 

(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.
 
(4)
TCE rate is defined as the Company’s net revenue less voyage expenses during a period divided by the number of the Company’s operating days during the period. Voyage expenses include port charges, bunker (fuel oil and diesel oil) 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)
 
     
Q4 2023
     
Q4 2022
   
FY 2023
   
FY 2022
 
Vessel revenue, net
   
38,901
     
27,153
     
107,036
     
122,629
 
Less: Voyage expenses
   
773
     
780
     
2,851
     
4,293
 
Time charter equivalent revenues
   
38,128
     
26,373
     
104,185
     
118,336
 
Operating days
   
1,530
     
1,525
     
5,953
     
5,905
 
TCE rate
 

$24,920
   

$17,294
   

$17,501
   

$20,040
 
 
(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)
 
     
Q4 2023
     
Q4 2022
   
FY 2023
   
FY 2022
 
Vessel operating expenses
   
10,889
     
10,908
     
42,260
     
43,550
 
Less: Pre-delivery expenses
   
571
     
473
     
933
     
1,144
 
Vessel operating expenses before pre-delivery expenses
   
10,318
     
10,435
     
41,327
     
42,406
 
Ownership days
   
1,541
     
1,569
     
6,008
     
6,219
 
Daily Vessel Operating Expenses
 

$6,696
   

$6,651
   

$6,879
   

$6,819
 
 
Net income to EBITDA and Adjusted EBITDA Reconciliation:
 
(In thousands of U.S. Dollars)

       
Q4 2023
     
Q4 2022
   
FY 2023
   
FY 2022
 
 
Net income
   
10,829
     
493
     
2,282
     
17,239
 
 
Interest and finance cost, net
   
4,965
     
4,896
     
20,150
     
14,995
 
 
Depreciation and amortization
   
7,541
     
7,501
     
28,831
     
28,297
 
 
Taxes
   
-
     
-
     
-
     
(28
)
 
EBITDA
   
23,335
     
12,890
     
51,263
     
60,503
 
 
Stock based compensation
   
546
     
423
     
9,147
     
7,185
 
 
Loss on extinguishment of debt
   
-
     
6
     
540
     
1,291
 
 
Loss on forward freight agreements, net
   
40
     
10
     
188
     
417
 
 
Gain on sale of vessels, net
   
-
     
-
     
(8,094
)
   
-
 
 
Gain on spin-off
   
-
     
-
     
-
     
(2,800
)
 
Adjusted EBITDA
   
23,921
     
13,329
     
53,044
     
66,596
 

Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") represents the sum of net income, net interest and finance costs, depreciation and amortization and, if any, income taxes during a period. EBITDA is not a recognized measurement under U.S. GAAP. Adjusted EBITDA represents EBITDA adjusted to exclude stock-based compensation, loss on forward freight agreements, net, loss on extinguishment of debt, and the non-recurring gains on sale of vessel and on spin-off, which the Company believes are not indicative of the ongoing performance of its core operations.
 
EBITDA and adjusted EBITDA are presented as we believe that these measures are useful to investors as a widely used means of evaluating operating profitability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. EBITDA and adjusted EBITDA as presented here may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures should not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP.
 
Adjusted Net income Reconciliation and calculation of Adjusted Earnings Per Share
 
(In thousands of U.S. Dollars, except for share and per share data)
 
       
Q4 2023
     
Q4 2022
   
FY 2023
   
FY 2022
 
 
Net income
   
10,829
     
493
     
2,282
     
17,239
 
 
Stock based compensation
   
546
     
423
     
9,147
     
7,185
 
 
Loss on extinguishment of debt (non-cash)
   
-
     
6
     
300
     
1,291
 
 
Loss on forward freight agreements, net
   
40
     
10
     
188
     
417
 
 
Gain on spin-off
   
-
     
-
     
-
     
(2,800
)
 
Adjusted net income
   
11,415
     
932
     
11,917
     
23,332
 
 
Adjusted net income – common shareholders
   
11,080
     
924
     
11,846
     
23,000
 
 
Adjusted earnings per common share, basic
   
0.58
     
0.05
     
0.64
     
1.32
 
 
Adjusted earnings per common share, diluted
   
0.58
     
0.05
     
0.64
     
1.32
 
 
Weighted average number of common shares outstanding, basic
   
19,039,579
     
17,897,084
     
18,394,419
     
17,439,033
 
 
Weighted average number of common shares outstanding, diluted
   
19,063,475
     
17,897,084
     
18,442,688
     
17,684,048
 


To derive Adjusted Net Income and Adjusted Earnings Per Share, both non-GAAP financial measures, from Net Income, we exclude non-cash items, as provided in the table above. We believe that Adjusted Net Income and Adjusted Earnings 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 stock-based compensation, loss on extinguishment of debt, loss on forward freight agreements 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 and Adjusted Earnings Per Share may not necessarily be comparable to other similarly titled captions of other companies due to differences in methods of calculation.
 
Interest and Finance Costs to Cash Interest and Finance Costs Reconciliation:
 
(In thousands of U.S. Dollars)
 
       
Q4 2023
     
Q4 2022
   
FY 2023
   
FY 2022
 
 
Interest and finance costs
   
(5,166
)
   
(5,050
)
   
(20,694
)
   
(15,332
)
 
Add: Interest income
   
201
     
154
     
544
     
337
 
 
Add: Amortization of deferred finance charges and other discounts
   
379
     
943
     
2,240
     
2,859
 
 
Cash interest and finance costs
   
(4,586
)
   
(3,953
)
   
(17,910
)
   
(12,136
)
 
First Quarter 2024 TCE Rate Guidance5:
 
As of the date hereof, approximately 93% of the Company fleet’s expected operating days in the first quarter of 2024 have been fixed at an estimated TCE rate of approximately $22,379.
 
Assuming that for our remaining operating days the average of the BCI will be equal to the average Capesize Forward Freight Agreement (“FFA”) rate of $34,446 per day (based on the FFA curve as of March 12, 2024), our estimated TCE rate for the first quarter of 2024 will be approximately $23,219.
 

The following table provides the breakdown of index-linked charters and fixed-rate charters in the first quarter of 2024:
 
     
Operating Days
   
TCE
 
 
TCE - fixed rate (index-linked conversion)
   
455
   
$
18,683
 
 
TCE - fixed rate
   
0
     
N/A
 
 
TCE – index-linked
   
1,092
   
$
24,940
 
 
Total / Average
   
1,547
   
$
23,219
 
 

5 This guidance is based on certain assumptions and there can be no assurance that these TCE rate estimates, or projected utilization will be realized. TCE estimates include certain floating (index) to fixed rate conversions concluded in previous periods. For vessels on index-linked T/Cs, the TCE rate realized will vary with the underlying index, and for the purposes of this guidance, the BCI rate assumed for the remaining operating days of the quarter for index-linked T/Cs is equal to the average FFA rate of $34,446 based on the curve as of March 12, 2024. 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.


Fourth Quarter and Recent Developments:
 
Dividend Distribution for Q3 2023 and Declaration of Special and Regular Dividends
 
On January 10, 2024, the Company paid the previously announced quarterly dividend of $0.025 per common share, for the third quarter of 2023, to all shareholders of record as of December 22, 2023.
 
Continuing its quarterly dividend payments, the Company has declared a regular cash dividend of $0.025 per common share for the fourth quarter of 2023 payable on or about April 10, 2024 to all shareholders of record as of March 25, 2024. In addition, the Company has declared a special dividend of $0.075 per common share to all shareholders of record as of March 25, 2024 which will be paid on or about April 10, 2024.
 
Buyback of Common Shares, Convertible Note and ATM Program
 
Buyback of Common Shares
 
3rd Repurchase Plan
 
During 2023, the Company repurchased 362,161 common shares in open market transactions at an average price of $4.35 per share.
 
4th Repurchase Plan
 
The Company has repurchased 128,682 common shares in open market transactions at an average price of $7.28 per share for an aggregate consideration of $0.8 million under its previously-disclosed $25.0 million share repurchase program commenced in December 2023.
 
All the abovementioned shares have been cancelled and removed from the Company’s share capital as of the date of this release.
 
At-The-Market Offering Program
 
On December 14, 2023, the Company filed a prospectus supplement with the Securities and Exchange Commission for an “at-the-market” equity offering program under which, through B. Riley as sales agent, it may from time to time offer and sell common shares having an aggregate offering price of up to $30.0 million. Since December 2023, the Company has issued and sold 288,874 common shares under the program at an average price of $8.03 per share, resulting in gross proceeds of $2.3 million.
 
Repayment of Convertible Note
 
On December 29, 2023, the Company completed the repayment of its remaining convertible note (the “Note”) through the payment of the outstanding amount of $3.2 million.
 
As of March 13, 2024, the Company had 19,988,815 common shares issued and outstanding, including 180,000 shares issued pursuant to exercises of Class E warrants in January 2024.
 
ESG Updates
 
SAFeCRAFT Project
 
In December 2023, the Company accomplished a strategic partnership via the European Union funded SAFeCRAFT Project Consortium (“SAFeCRAFT”), a breakthrough initiative concerning the utilization of alternative fuels. SAFeCRAFT aims to demonstrate the safety and viability of Sustainable Alternative Fuels (SAFs) in seaborne transportation, accelerating the adoption of SAFs technologies. Seanergy will provide one of its existing, conventionally fueled Capesize vessels as the demonstrating vessel under SAFeCRAFT which will be retrofitted to utilize hydrogen (H2) as the main energy source for electric power generation. This system is also expected to cover a portion of the vessel's propulsion requirements and, therefore, to reduce reliance on conventional fuels. This visionary project has a duration of 48 months starting from December 2023 and is co-funded by the consortium partners and the European Union’s key funding program for research and innovation, the “Horizon Europe” program, aligning with the FuelEU Maritime 2040 targets and demonstrating a decisive ambition to achieve a 26% reduction of CO2eq in an existing vessel.
 

ESG Report for 2022
 
On December 6, 2023, the Company released its Environmental, Social and Governance Report (“ESG Report”) for the year ended December 31, 2022. The ESG Report provides an overview of Seanergy’s policies and initiatives relating to environmental, social and governance commitments of the Company and has been developed in accordance with the Global Reporting Initiative (GRI 2021) Standards and the Sustainability Accounting Standards Board (SASB) for Maritime Transportation.
 
Recent Litigation
 
On March 6, 2024, Sphinx Investment Corp., a purported shareholder of the Company, submitted a complaint in the High Court of the Republic of the Marshall Islands naming the Company and the members of its board of directors as defendants. The complaint alleges, among other things, violations of fiduciary duties in connection with the issuance of Series B preferred stock of the Company in December 2021. The Company is evaluating the lawsuit and intends to vigorously defend itself.
 
Vessel Transactions and Commercial Updates
 
M/V Iconship
 
On February 5, 2024, the Company agreed to acquire the 181,392 dwt Capesize bulk carrier, built in 2013 in Japan, which will be renamed M/V Iconship. The purchase price of $33.7 million is expected to be funded through a combination of cash on hand and debt financing. The M/V Iconship is expected to be delivered to the Company between April to June 2024.
 
M/V Worldship - New time charter agreement
 
On February 1, 2024, the M/V Worldship commenced employment under a new time charter agreement with NYK. The gross daily rate of the time charter agreement is based at a premium over the BCI, with an improved premium compared to that under the previous time-charter. The new time charter has a duration of minimum 21 to about 24 months and a scrubber profit share scheme, with Seanergy receiving the majority of the monetary benefit.

M/V Patriotship - Time charter extension
 
On February 26, 2024, the charterer of the M/V Patriotship agreed to extend the period of the time charter agreement in direct continuation from the previous agreement. The new time charter will commence after the maximum duration of the original period for a duration of minimum January 2025 up to maximum April 2025. All other main terms of the time charter remain the same.

M/V Friendship - Time charter extension
 
On December 25, 2023, the charterer of the M/V Friendship agreed to extend the time charter agreement in direct continuation from the previous agreement. The new time charter commenced on December 31, 2023 for a duration of minimum 12 months to maximum 16 months. All other main terms of the time charter remain materially the same.

M/V Hellasship - Time charter extension
 
On December 25, 2023, the charterer of the M/V Hellasship agreed to extend the time charter agreement in direct continuation from the previous agreement. The new time charter commenced on December 31, 2023 for a duration of minimum 12 months to maximum 16 months. All other main terms of the time charter remain materially the same.

M/V Paroship - Time charter extension
 
On November 24, 2023, the charterer of the M/V Paroship agreed to extend the time charter agreement in direct continuation from the previous agreement. The new time charter will commence after the maximum duration of the original period for a duration of about 20 months to about 24 months. All other main terms of the time charter remain materially the same.

M/V Premiership - Time charter extension
 
On November 17, 2023, the charterer of the M/V Premiership exercised the second optional period extending the time charter which will commence in April 2024. The extension period is for a minimum of 11 months to a maximum of 13 months, while all other main terms of the time charter remain the same.


M/V Squireship - Time charter extension
 
On November 17, 2023, the charterer of the M/V Squireship exercised the second optional period extending the time charter which will commence in April 2024. The extension period is for a minimum of 11 months to a maximum of 13 months, while all other main terms of the time charter remain the same.

Conference Call:
 
The Company’s management will host a conference call to discuss financial results on Friday, March 15, 2024 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 available and accompanying presentation available on 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.
 

Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Balance Sheets
(In thousands of U.S. Dollars)

   
December 31,
2023
   
December 31,
2022*
 
ASSETS
           
Cash and cash equivalents and restricted cash
   
24,928
     
32,477
 
Vessels, net, right-of-use assets and vessels held for sale
   
440,038
     
462,385
 
Other assets
   
12,911
     
18,738
 
TOTAL ASSETS
   
477,877
     
513,600
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Long-term debt, finance lease liability and other financial liabilities, net of deferred finance costs
   
232,568
     
244,866
 
Convertible notes
   
-
     
10,833
 
Other liabilities
   
16,864
     
36,202
 
Stockholders’ equity
   
228,445
     
221,699
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
   
477,877
     
513,600
 

*
Derived from the audited consolidated financial statements as of that date

Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Statements of Operations
 (In thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

   
Three months ended
December 31,
   
Twelve months ended
December 31,
 
   
2023
   
2022
   
2023
   
2022
 
Vessel revenue, net
   
38,901
     
27,153
     
107,036
     
122,629
 
Fees from related parties
   
527
     
1,374
     
3,198
     
2,391
 
Revenue, net
   
39,428
     
28,527
     
110,234
     
125,020
 
Expenses:
                               
Voyage expenses
   
(773
)
   
(780
)
   
(2,851
)
   
(4,293
)
Vessel operating expenses
   
(10,889
)
   
(10,908
)
   
(42,260
)
   
(43,550
)
Management fees
   
(165
)
   
(291
)
   
(700
)
   
(1,368
)
General and administrative expenses
   
(5,364
)
   
(4,368
)
   
(22,149
)
   
(17,412
)
Depreciation and amortization
   
(7,541
)
   
(7,501
)
   
(28,831
)
   
(28,297
)
Loss on forward freight agreements, net
   
(40
)
   
(10
)
   
(188
)
   
(417
)
Gain on sale of vessels, net
   
-
     
-
     
8,094
     
-
 
Operating income
   
14,656
     
4,669
     
21,349
     
29,683
 
Other income / (expenses):
                               
Interest and finance costs
   
(5,166
)
   
(5,050
)
   
(20,694
)
   
(15,332
)
Loss on extinguishment of debt
   
-
     
(6
)
   
(540
)
   
(1,291
)
Interest and other income
   
1,485
     
1,025
     
2,443
     
1,361
 
Gain on spin-off
   
-
     
-
     
-
     
2,800
 
Other, net
   
(146
)
   
(145
)
   
(276
)
   
18
 
Total other expenses, net:
   
(3,827
)
   
(4,176
)
   
(19,067
)
   
(12,444
)
Net income
   
10,829
     
493
     
2,282
     
17,239
 
Net income attributable to common shareholders
   
10,494
     
493
     
2,211
     
16,907
 
                                 
Net income per common share, basic
   
0.55
     
0.03
     
0.12
     
0.97
 
Net income per common share, diluted
   
0.55
     
0.03
     
0.12
     
0.96
 
Weighted average number of common shares outstanding, basic
   
19,039,579
     
17,897,084
     
18,394,419
     
17,439,033
 
Weighted average number of common shares outstanding, diluted
   
19,063,475
     
17,897,084
     
18,442,688
     
17,684,048
 


Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Cash Flow Data
 (In thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

   
December 31,
 
   
2023
   
2022
 
Net cash provided by operating activities
   
31,323
     
37,286
 
                 
Proceeds from sale of assets
   
23,910
     
-
 
Vessels acquisitions and improvements
   
(314
)
   
(70,321
)
Advances from related party from sale of assets
   
-
     
12,688
 
Investment in Series C preferred shares
   
-
     
(10,000
)
Proceeds from redemption of Series C preferred shares
   
-
     
10,000
 
Term deposits
   
-
     
1,500
 
Finance lease payments and other initial direct costs
   
(7,000
)
   
-
 
Deposits assets, non-current
   
1,325
     
-
 
Other fixed assets, net
   
(176
)
   
(130
)
Net cash provided by / (used in) investing activities
   
17,745
     
(56,263
)
                 
Proceeds from long-term debt and other financial liabilities
   
53,750
     
124,800
 
Repayments of long-term debt and other financial liabilities
   
(88,742
)
   
(89,698
)
Repayments of convertible notes
   
(11,165
)
   
(10,000
)
Payments of finance lease liabilities
   
(609
)
   
-
 
Payments of financing and stock issuance costs
   
(1,318
)
   
(1,420
)
Payments for repurchase of common stock
   
(1,679
)
   
-
 
Payments for repurchase of warrants
   
(808
)
   
-
 
Dividend payments
   
(6,031
)
   
(17,924
)
Payments for fractional shares of reverse stock split
   
(23
)
   
-
 
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions
   
8
     
70
 
Net cash (used in) / provided by financing activities
   
(56,617
)
   
5,828
 
                 
SUPPLEMENTAL CASH FLOW INFORMATION
               
Cash paid during the period for interest
   
18,429
     
11,710
 
                 
Noncash investing activities
               
Vessels’ improvements
   
-
     
1,015
 
Finance lease, right-of use asset and other initial direct costs
   
22,997
     
-
 
                 
Noncash financing activities
               
Dividends declared but not paid
   
491
     
4,548
 
Financing and stock issuance costs
   
562
     
-
 


About Seanergy Maritime Holdings Corp.
 
Seanergy Maritime Holdings Corp. is a prominent pure-play Capesize ship-owner publicly listed in the U.S. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. The Company’s operating fleet consists of 17 vessels (1 Newcastlemax and 16 Capesize) with an average age of approximately 13.0 years and an aggregate cargo carrying capacity of approximately 3,054,820 dwt. Upon the completion of the delivery of the M/V Iconship, the Company’s operating fleet will consist of 18 vessels (1 Newcastlemax and 17 Capesize) with an aggregate cargo carrying capacity of approximately 3,236,212 dwt.
 
The Company is incorporated in the Marshall Islands and has executive offices in Glyfada, Greece. The Company's common shares trade on the Nasdaq Capital Market under the symbol “SHIP”.
 
Please visit our Company website at: www.seanergymaritime.com.
 
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 market trends, vessels we have agreed to acquire and pending litigation. Words such as "may", "should", "expects", "intends", "plans", "believes", "anticipates", "hopes", "estimates" and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company's operating or financial results; the Company's liquidity, including its ability to service its indebtedness; competitive factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, impacts of litigation, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations outside the United States; broader market impacts arising from war (or threatened war) or international hostilities, such as between Israel and Hamas and Russia and Ukraine; risks associated with the length and severity of pandemics (including COVID-19), including their effects on demand for dry bulk products and the transportation thereof; and other factors listed from time to time in the Company's filings with the SEC, including its most recent annual report on Form 20-F. The Company's filings can be obtained free of charge on the SEC's website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
 
For further information please contact:
 
Seanergy Investor Relations
Tel: +30 213 0181 522
E-mail: ir@seanergy.gr

Capital Link, Inc.
Paul Lampoutis
230 Park Avenue Suite 1540
New York, NY 10169
Tel: (212) 661-7566
E-mail: seanergy@capitallink.com