d1122759_6-k.htm


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 August 2010

Commission File Number: 001-34848

 
SEANERGY MARITIME HOLDINGS CORP.
(Translation of registrant's name into English)
 
1-3 Patriarchou Grigoriou
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 [X] Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ___

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)7: ___

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 
 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached hereto as Exhibit 1 is a press release of Seanergy Maritime Holdings Corp. (the "Company") dated August 9, 2010, announcing the Company's operating results for the second quarter and six months ended June 30, 2010.

 
 

 

EXHIBIT 1
 



SEANERGY MARITIME HOLDINGS CORP. REPORTS FINANCIAL RESULTS
FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2010


August 9, 2010 - Athens, Greece - Seanergy Maritime Holdings Corp. (the "Company") (NASDAQ: SHIP; SHIP.W) announced today its operating results for the second quarter and six months ended June 30, 2010.

Second Quarter 2010 Financial Highlights:

Net Revenues of $22.6 million

Adjusted EBITDA of $11.7 million

Operating Income of $4.0 million
 
Six Months 2010 Financial Highlights:

Net Revenues of $40.8 million

Adjusted EBITDA of $23.6 million

Operating Income of $9.2 million
 
Dale Ploughman, the Company's Chief Executive Officer, stated: "The second quarter of 2010 was another milestone in the development of our Company. Without, in our opinion, sacrificing the strength of our balance sheet, we concluded another transformational transaction with the acquisition of a controlling interest in Maritime Capital Shipping Limited ("MCS"). We expanded our controlled fleet to a total of 20 dry bulk vessels and decreased its average age from 14.5 years to 12.8 years. In addition, we enhanced our fleet's operational versatility, as we increased our presence in all dry bulk vessel classes. Furthermore, as a result of the acquisition of MCS, our fleet now has a more balanced charter portfolio which we believe will enable us to benefit both from secured cash flows from period employment and from the market upside with some of our vessels opening for re-chartering. MCS EBITDA contribution to the Company in the second quarter of 2010 was $4.6 million. The projected MCS EBITDA contribution to the Company for the remainder of 2010 and 2011 is estimated to be $22.2 million and $32.5 million.

 
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Our results during the second quarter of 2010 reflected the volatile market environment. Our TCE rates were 67% lower compared to the same period of last year and we incurred higher finance costs resulting from our expanded fleet, as well as from losses related to interest rate swap agreements. At the same time, we achieved fleet utilization excluding scheduled drydocking off-hire days of 99.5% for the second quarter of 2010.

The Baltic Dry Index has shown signs of life after a historic 35 consecutive day drop which was the result of a combination of new fleet deliveries and China importing less iron ore. We also believe the slowdown was seasonal as less demand for coal and iron ore is normal during the summer months. The upcoming harvest season in the northern hemisphere coupled with Russia cancelling all grain export is expected to help rates improve from current levels. Additionally, as stock piles of iron ore decrease in China, we expect demand for the commodity to increase, as the country continues its pace of robust growth.  Coal, the other major commodity in the dry bulk sector, should also see its demand grow as we enter winter months.

In the short period of just two years as an operating company we have more than tripled our controlled fleet from six to 20 vessels and quadrupled our cargo-carrying capacity. We will continue to work to build Seanergy into a leading player in the global shipping industry with what we feel are prudent, well-timed and accretive acquisitions.  As a first step, we expect to explore ways to acquire the minority shares of MCS and BET, thereby bringing the full impact of their revenue and profit generation capacity to Seanergy. We believe Seanergy is one of the most undervalued companies amongst our peers and we will continue to make every effort to increase Seanergy's shareholder value."
 
Christina Anagnostara, the Company's Chief Financial Officer, stated: "Our results for the second quarter 2010 correspond to a daily TCE, or time charter equivalent rate, of $17,276.

As of June 30, 2010 and following the MCS acquisition, our total assets are $727.9 million and our total debt is $421.6 million. As of June 30, 2010 our cash reserves were $81.1 million, reflecting $16.4 million in cash generated from operations. Our significant cash position enables us to meet remaining debt repayments and anticipated capital expenditures in 2010.

The Company now operates a fleet of 20 vessels with secured period employment of 93% for 2010, 59% for 2011, 27% for 2012 and 19% for 2013 providing us with significant cash flow visibility.

On June 2, 2010, we entered into an agreement with Marfin Bank and extended the waiver on our market value to loan covenant from January 1, 2011 through January 3, 2012, thereby enhancing our financial and operational flexibility."

 
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Second Quarter 2010 Financial Results

Net Revenues for the second quarter of 2010 slightly increased to $22.6 million from $22.1 million in the same quarter in 2009.

The Company operated a fleet of 15.1 vessels on average during the second quarter of 2010, earning a TCE rate of $17,276 as compared to an average of 6 vessels and TCE rate of $52,292 during the second quarter of 2009. For continuing operations the decreased TCE results from lower market imposed time charter rates earned by our vessels whose original charters expired during the third quarter of 2009. MCS contributed $6.0 million into Seanergy's revenue for the second quarter of 2010. MCS acquisition was concluded at the end of May 2010, however it is consolidated as of May 21, 2010 as the transaction was between two entities under common control.

EBITDA was $10.2 million for the second quarter of 2010 as compared to $16.3 million in the same quarter in 2009 due to lower income received during the period, higher vessel operating expenses due to increased owned fleet and loss on interest rate swap agreements. Adjusted EBITDA which excludes losses on interest rate swap agreements was $11.7 million for the second quarter of 2010.

Operating income amounted to $4.0 million for the three months ended June 30, 2010, as compared to an Operating income of $8.6 million for the same quarter in 2009 due to higher operating expenses from the addition of vessels to our fleet.

Net Loss was $1.5 million, or $0.03 per basic and diluted share for the three months ended June 30, 2010, as compared to Net Income of $7.2 million, or $0.32 per basic and $0.30 per diluted share, for the same quarter in 2009, based on weighted average common shares outstanding of 60,200,170 basic and diluted for 2010, 22,361,227, basic, and 24,621,227 diluted, for 2009.

The decrease in Net Income is primarily the result of a 67% decrease in TCE to $17,276 per day for the three months ended June 30, 2010 compared to $52,292 per day in the prior period, as well as a $1.7 million increase in interest expense from $1.5 million to $3.2 million in the respective period and losses of $1.5 million relating to interest rate swap agreements associated with the BET and MCS debt facilities as compared to nil in the prior period.

Six Months 2010 Financial Results

Net Revenues for the first half of 2010 were $40.8 million compared $48.3 million in the same period in 2009. For continuing operations the decrease in revenues is mainly attributable to lower TCE rates earned by our vessels as a result of lower market imposed time charter rates whose original charters expired during the third quarter of 2009 as compared to the same period in 2009. Seanergy's revenues for the first half of the year incorporate MCS as of May 21, 2010.

 
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The Company operated a fleet of 13 vessels on average during the first half of 2010, earning a TCE rate of $17,729 as compared to an average of 6 vessels and TCE rate of $51,982 during the same period of 2009.

EBITDA was $20.9 million for the first half of 2010 as compared to $37.6 million in the same period in 2009 due to lower income received during the period and loss on interest rate swap agreements. Adjusted EBITDA which excludes loss on interest rate swap agreements was $23.6 million for the first half of 2010.

Operating Income amounted to $9.2 million for the six months ended June 30, 2010, as compared to an Operating Income of $22.2 million for the same period in 2009.

Net Loss was $1.4 million, or $0.03 per basic and diluted share for the period ended June 30, 2010, as compared to Net Income of $19.3 million, or $0.86 per basic and $0.80 per diluted share, for the same period in 2009, based on weighted average common shares outstanding of 54,803,982 basic and diluted for 2010 and 22,361,227, and 24,621,227 basic and diluted for 2009 respectively.

The decrease in Net Income is primarily the result of a 66% decrease in TCE to $17,729 per day for the six months ended June 30, 2010 compared to $51,982 per day in the prior period, as well as a $2.3 million increase in interest expense from $3.1 million to $5.4 million in the respective period and losses of $2.8 million relating to interest rate swap agreements associated with the BET and MCS debt facilities as compared to nil in the prior period.

Conference Call Details:
The Company's management team will host a conference call to discuss the financial results today, Monday, August 9, 2010 at 10:00 A.M. EDT.

Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK) or + (44) (0) 1452 542 301 (from outside the US). Please quote "Seanergy."

A replay of the conference call will be available until August 16, 2010. The United States replay number is 1(866) 247-4222; from the UK 0(800) 953-1533; the standard international replay number is (+44) (0) 1452 550 000 and the access code required for the replay is: 2094507#.

Slides and Audio Webcast:
There will also be a simultaneous live webcast over the Internet, through the Company's website (www.seanergymaritime.com). Participants desiring to view the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.


 
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Fleet Profile as of August 9, 2010
 
Vessel Name
Vessel Class
Capacity
(DWT)
Year Built
Charter Rate ($)
Charter Expiry (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)
Handymax
38,623
1985
7,500
Sep. 2011
M/V African Oryx (1)
Handysize
24,110
1997
7,000
Sep. 2011
M/V BET Commander
Capesize
149,507
1991
24,000
Dec. 2011
M/V BET Fighter
Capesize
173,149
1992
25,000
Sep. 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
Sep. 2011
M/V Fiesta
Handysize
29,519
1997
BHSI increased by 100.63% minus Opex
Nov. 2013
M/V Pacific Fantasy
Handysize
29,538
1996
BHSI increased by 100.63% minus Opex
Jan. 2014
M/V Pacific Fighter
Handysize
29,538
1998
BHSI increased by 100.63% minus Opex
Nov. 2013
M/V Clipper Freeway
Handysize
29,538
1998
BHSI increased by 100.63% minus Opex
Feb. 2014
M/V African Joy
Handysize
26,482
1996
13,250
Aug. 2010
M/V African Glory
Handysize
24,252
1998
14,500
Dec. 2010
M/V Asian Grace
Handysize
20,412
1999
13,500
Oct. 2010
M/V Clipper Glory
Handysize
29,982
2007
25,000
Aug. 2012
M/V Clipper Grace
Handysize
29,987
2007
25,000
Aug. 2012
Total
 
1,292,544
12.8 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.

 
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Fleet Data:

   
Six Months Ended
June 30, 2010
   
Six Months Ended
June 30, 2009
   
Three Months Ended
June 30, 2010
   
Three Months Ended
June 30, 2009
 
Fleet Data
                       
Average number of vessels (1)
    13.0       6.0       15.1       6.0  
Ownership days (2)
    2,360       1,086       1,370       546  
Available days (3)
    2,258       916       1,273       417  
Operating days (4)
    2,247       909       1,266       411  
Fleet utilization (5)
    95.2 %     83.7 %     92.4 %     75.3 %
Fleet utilization excluding drydocking off hire days (6)
    99.5 %     99.2 %     99.5 %     98.6 %
Average Daily Results
                               
TCE rate (7)
    17,729       51,982       17,276       52,292  
Vessel operating expenses (8)
    5,123       5,360       5,457       5,513  
Management fee (9)
    521       568       457       577  
Total vessel operating expenses (10)
    5,644       5,928       5,914       6,090  


(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 six months ended June 30, 2010, the Company incurred 102 off hire days for vessel scheduled drydocking.
During the three months ended June 30, 2010, the Company incurred 97 off hire days for vessel scheduled drydocking.

(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) Fleet utilization excluding drydocking off hire days is calculated by dividing the number of the fleet's operating days during a period by the number of available days during that period. The shipping industry uses fleet utilization excluding drydocking off hire days to measure a Company's efficiency in finding suitable employment for its vessels and excluding the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, or dry dockings or special or intermediate surveys.

 
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(7) 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 other commissions.

(In thousands of US Dollars, except operating days and daily time charter equivalent rate)
 
   
Six Months Ended June 30,
   
Three Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Net revenues from vessels
    40,821       48,309       22,612       22,067  
Voyage expenses
    984       1,057       741       575  
                                 
Net operating revenues
    39,837       47,252       21,871       21,492  
                                 
Operating days
    2,247       909       1,266       411  
                                 
Daily time charter equivalent rate
    17,729       51,982       17,276       52,292  

(8) 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)
 
   
Six Months Ended June 30,
   
Three Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
Operating expenses
    12,090       5,821       7,476       3,010  
Ownership days
    2,360       1,086       1,370       546  
                                 
Daily vessel operating expenses
    5,123       5,360       5,457       5,513  

(9) Daily management fees are calculated by dividing total management fees by ownership days for the relevant time period.

(10) 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. Daily TVOE is calculated by dividing TVOE by fleet ownership days for the relevant time period.

Recent Developments:

Acquisition of 51% ownership interest in MCS

On May 28, 2010, after entering into a share purchase agreement with Maritime Capital Shipping (Holdings) Limited ("Maritime Capital"), the Company completed the final documentation for the acquisition of a 51% ownership interest in MCS for a consideration of $33.0 million. The consideration was paid to Maritime Capital from the proceeds of the Company's recent equity offering completed in February 2010 and from the Company's cash reserves. Maritime Capital has retained a 49% ownership interest in MCS. As a result of the acquisition, the size of the Company's fleet increased from 11 to 20 dry bulk vessels, consisting of four Capesize, three Panamax, two Supramax, one Handymax and 10 Handysize dry bulk carriers, with a combined cargo-carrying capacity of approximately 1,292,544 dwt and an average fleet age of 12.8 years.

 
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Estimated Drydocking and Maintenance Schedule

The BET Scouter's scheduled drydocking, which commenced on March 26, 2010, was completed on May 17, 2010. The total cost of the BET Scouter's drydocking amounted to $1.5 million. On May 14, 2010, the BET Prince commenced its scheduled drydocking, which was completed on June 28, 2010. The cost of the BET Prince's drydocking amounted to $1.0 million.

Other Matters

On July 22, 2010 the Company announced the results of the annual meeting of its shareholders held on Wednesday, July 21, 2010 at the Company's executive offices. At the meeting the following proposals were approved and adopted: 1) the re- election of Messrs. Elias Culucundis, Dimitrios Panagiotopoulos, Dimitrios Anagnostopoulos and George Taniskidis, as Class A Directors to serve until the 2013 Annual Meeting of Shareholders, 2) the amendment of the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.0001 per share from 200,000,000 to 500,000,000 shares and 3) the appointment of PricewaterhouseCoopers S.A. as the Company's Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2010. Mr. George Koutsolioutsos, Chairman and member of the Board of Directors, has resigned from his position as the Chairman and Director. Following the annual meeting of its shareholders, the Board of Directors thanked Mr. Koutsolioutsos for his contribution to Seanergy and appointed Mr. Dale Ploughman, CEO and Director, as the Chairman of the Board. Seanergy's Board now consists of nine members.

On June 2, 2010, the Company executed an addendum no. 3 to the Company's loan agreement with Marfin Bank and extended the waiver on the Company's market value to loan covenant from January 1, 2011 through January 3, 2012. In connection with the addendum and extension of the waiver, Marfin made certain changes to the loan agreement including increasing the interest payable during the waiver period from LIBOR plus 3.00% to LIBOR plus 3.50% in respect of the term loan and from LIBOR plus 3.50% to LIBOR plus 4.00% in respect of the revolving facility and accelerating the due dates of certain of the Company's principal installments.

On May 20, 2010, the voting agreement expired between certain of the Company's shareholders who are affiliated with members of the Restis family and Seanergy Maritime's founding shareholders, (Mr. Georgios Koutsolioutsos, the former Chairman of the Company's Board of Directors, and Mr. Alexios Komninos and Mr. Ioannis Tsigkounakis, two of the Company's former Directors). On May 20, 2010, Mr. Komninos resigned from his position as a member of the Company's Board of Directors following the expiration of the voting agreement and due to other professional engagements he has undertaken.



 
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Seanergy Maritime Holdings Corp.
Reconciliation of Net Income to Adjusted EBITDA
(All amounts expressed in thousands of U.S. Dollars)
 
 
   
Six Months Ended
June 30, 2010
   
Six Months Ended
June 30, 2009
   
Three Months Ended
June 30, 2010
   
Three Months Ended
June 30, 2009
 
Net income / (loss) attributable to Seanergy Maritime Holdings
    (1,409 )     19,283       (1,519 )     7,167  
Plus: Net income attributable to the noncontrolling interest
    2,740       0       951       0  
Plus: Interest and finance costs, net (including interest income)
    5,131       2,875       3,009       1,411  
Plus: Income taxes
    31       -       31       -  
Plus: Depreciation and amortization
    14,384       15,439       7,719       7,767  
EBITDA
    20,877       37,597       10,191       16,345  
Plus: Loss on interest rate swaps
    2,761       -       1,468       -  
Adjusted EBITDA
    23,638       37,597       11,659       16,345  
 
 

 
Seanergy Maritime Holdings Corp.
Reconciliation of Net Cash Provided by Operating Activities to Adjusted EBITDA
(All amounts expressed in thousands of U.S. Dollars)
 
   
Six Months Ended
June 30, 2010
   
Six Months Ended
June 30, 2009
   
Three Months Ended
June 30, 2010
   
Three Months Ended
June 30, 2009
 
Net cash flow provided by operating activities
    16,389       34,500       9,039       14,284  
Changes in operating assets and liabilities
    468       (1,635 )     (1,464 )     (1,408 )
Fair value of contracts
    160       -       80       -  
Change in fair value of financial instruments
    (1,968 )     -       (1,308 )     -  
Payments for dry-docking
    920       2,245       920       2,231  
Amortization and write-off of deferred charges
    (254 )     (388 )     (116 )     (173 )
Interest and finance costs, net (includes interest income)
    5,131       2,875       3,009       1,411  
Income taxes
    31       -       31       -  
EBITDA
    20,877       37,597       10,191       16,345  
Plus: Loss on interest rate swaps
    2,761       -       1,468       -  
Adjusted EBITDA
    23,638       37,597       11,659       16,345  

EBITDA consists of earnings before interest and finance cost, taxes, depreciation and amortization. Adjusted EBITDA consists of earnings per share before interest and finance cost, taxes, depreciation and amortization and gain or losses on interest rate swaps. EBITDA and adjusted 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 and adjusted EBITDA are presented solely as supplemental disclosures because management believes that they are common measures of operating performance in the shipping industry.

 
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Seanergy Maritime Holdings Corp.
Condensed Consolidated Balance Sheets
June 30, 2010 (unaudited) and December 31, 2009
(In thousands of US Dollars, except for share and per share data, unless otherwise stated)


   
June 30, 2010 (unaudited)
   
December 31, 2009
 
ASSETS
           
Current assets:
           
     Cash and cash equivalents
    70,898       63,607  
     Restricted cash
    10,196       -  
     Accounts receivable trade, net
    875       495  
     Due from related parties
    2,045       265  
     Inventories
    1,429       1,126  
     Prepaid insurance expenses
    558       623  
     Prepaid expenses and other current assets – related parties
    66       58  
     Insurance claims
    467       1,260  
     Other current assets
    714       39  
Total current assets
    87,248       67,473  
Fixed assets:
               
     Vessels, net
    613,776       444,820  
     Office equipment, net
    39       20  
Total fixed assets
    613,815       444,840  
Other assets
               
     Goodwill
    17,275       17,275  
     Deferred charges
    9,343       8,684  
     Other non-current assets
    180       180  
  TOTAL ASSETS
    727,861       538,452  
                 
LIABILITIES AND EQUITY
               
Current liabilities:
               
     Current portion of long-term debt
    48,585       33,206  
     Trade accounts and other payables
    3,290       990  
     Due to underwriters
    -       19  
     Accrued expenses
    3,879       1,719  
     Accrued interest
    924       1,508  
     Financial instruments
    6,288       3,556  
     Deferred revenue – related party
    886       894  
     Deferred revenue
    1,961       246  
Total current liabilities
    65,813       42,138  
     Long-term debt, net of current portion
    372,997       267,360  
     Financial instruments, net of current portion
    4,271       1,550  
     Below market acquired time charters
    425       585  
Total liabilities
    443,506       311,633  
                 
Commitments and contingencies
    -       -  
                 
EQUITY
               
     Seanergy shareholder's equity
               
     Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued
    -       -  
     Common stock, $0.0001 par value; 200,000,000 authorized shares as at June 30, 2010 and December 31, 2009, respectively; 60,200,170 and 33,255,170 shares, issued and outstanding as at June 30, 2010 and December 31, 2009, respectively
    6       3  
     Additional paid-in capital
    239,701       213,232  
     Accumulated deficit
    (6,155 )     (4,746 )
Total Seanergy shareholders' equity
    233,552       208,489  
     Noncontrolling interest
    50,803       18,330  
Total equity
    284,355       226,819  
TOTAL LIABILITIES AND EQUITY
    727,861       538,452  

 
10

 
Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Statements of Income
For the three and six months ended June 30, 2010 and 2009
(In thousands of US Dollars, except for share and per share data, unless otherwise stated)
 
 

   
Three months ended
June 30,
   
Six months ended
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
 Revenues:
                       
Vessel revenue - related party
    10,950       22,633       24,068       49,548  
Vessel revenue
    12,414       -       18,138       -  
Commissions – related party
    (372 )     (566 )     (826 )     (1,239 )
Commissions
    (380 )     -       (559 )     -  
Vessel revenue, net
    22,612       22,067       40,821       48,309  
Expenses:
                               
Direct voyage expenses
    (530 )     (292 )     (535 )     (438 )
Vessel operating expenses
    (7,476 )     (3,010 )     (12,090 )     (5,821 )
Voyage expenses - related party
    (211 )     (283 )     (449 )     (619 )
Management fees
    (58 )     -       (58 )     -  
Management fees - related party
    (568 )     (315 )     (1,171 )     (617 )
General and administration expenses
    (1,886 )     (1,617 )     (2,622 )     (2,807 )
General and administration expenses - related party
    (166 )     (150 )     (348 )     (355 )
Amortization of deferred dry-docking costs
    (769 )     (9 )     (1,467 )     (9 )
Depreciation
    (6,950 )     (7,758 )     (12,917 )     (15,430 )
Operating income
    3,998       8,633       9,164       22,213  
Other income (expense), net:
                               
Interest and finance costs
    (3,156 )     (1,354 )     (5,412 )     (2,819 )
Interest and finance costs – shareholders
    -       (172 )     -       (312 )
Interest income
    147       116       281       256  
Loss on financial instruments
    (1,468 )     -       (2,761 )     -  
Foreign currency exchange (loss)/gain, net
    (58 )     (56 )     90       (55 )
      (4,535 )     (1,466 )     (7,802 )     (2,930 )
Net (loss)/income before taxes
    (537 )     7,167       1,362       19,283  
Income taxes
    (31 )     -       (31 )     -  
Net (loss)/income
    (568 )     7,167       1,331       19,283  
Less: Net income attributable to the noncontrolling interest
    (951 )     -       (2,740 )     -  
Net (loss)/income attributable to Seanergy Maritime Holdings Corp. Shareholders
    (1,519 )     7,167       (1,409 )     19,283  
Net (loss)/income per common share
                               
Basic
    (0.03 )     0.32       (0.03 )     0.86  
Diluted
    (0.03 )     0.30       (0.03 )     0.80  
Weighted average common shares outstanding
                               
Basic
    60,200,170       22,361,227       54,803,982       22,361,227  
Diluted
    60,200,170       24,621,227       54,803,982       24,621,227  


 
11

 
Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Statements of Equity
For the six months ended June 30, 2010 and 2009
(In thousands of US Dollars, except for share and per share data, unless otherwise stated)



   
Common stock
 
Additional
 
Retained earnings/
 
Total Seanergy
         
   
# of Shares
 
Par Value
 
paid-in capital
 
(Accumulated deficit)
 
shareholders'
equity
 
Noncontrolling
interest
 
Total
equity
 
                               
Balance, December 31, 2008
 
22,361,227
 
2
 
166,361
 
(34,798
)
131,565
 
-
 
131,565
 
Net income for the six months ended  June 30, 2009
 
-
 
-
 
-
 
19,283
 
19,283
 
-
 
19,283
 
Balance,  June 30, 2009
 
22,361,227
 
2
 
166,361
 
(15,515
)
150,848
 
-
 
150,848
 
                               

   
Common stock
 
Additional
     
Total Seanergy
         
   
# of Shares
 
Par Value
 
paid-in capital
 
(Accumulated deficit)
 
shareholders'
equity
 
Noncontrolling
interest
 
Total
equity
 
                               
Balance, December 31, 2009
 
33,255,170
 
3
 
213,232
 
(4,746
)
208,489
 
18,330
 
226,819
 
Issuance of common stock
 
26,945,000
 
   3
 
28,523
 
-
 
28,526
 
-
 
28,526
 
Consolidation of subsidiary acquired
 
-
 
-
 
(2,054
)
-
 
(2,054
)
29,733
 
27,679
 
Net (loss)/income for the six months ended June 30, 2010
 
-
 
-
 
-
 
(1,409
)
(1,409
)
2,740
 
1,331
 
Balance, June 30, 2010
 
60,200,170
 
6
 
239,701
 
(6,155
)
233,552
 
50,803
 
284,355
 
                               

 
12

 
Seanergy Maritime Holdings Corp.
Unaudited Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2010 and 2009
 (In thousands of US Dollars, except for share and per share data, unless otherwise stated)


   
Six months ended June 30,
 
   
2010
   
2009
 
Cash flows from operating activities:
           
Net income
    1,331       19,283  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
    12,917       15,430  
Amortization of deferred finance charges
    254       388  
Amortization of deferred dry-docking costs
    1,467       9  
Payments for dry-docking
    (920 )     (2,245 )
Change in fair value of financial instruments
    1,968       -  
Amortization of acquired time charters
    (160 )     -  
Changes in operating assets and liabilities:
               
(Increase) decrease in -
               
Due from related parties
    (1,779 )     795  
Inventories
    (40 )     176  
Accounts receivable trade, net
    (370 )     (27 )
Insurance claims
    793       -  
Other current assets
    (103 )     -  
Prepaid insurance expenses
    248       389  
Prepaid expenses and other current assets – related parties
    (8 )     (20 )
Trade accounts and other payables
    167       (209 )
Due to underwriters
    (19 )     (286 )
Accrued expenses
    915       1,323  
Accrued charges on convertible note due  to shareholders
    -       411  
Premium amortization on convertible note due to shareholders
    -       (181 )
Accrued interest
    (1,087 )     (54 )
Deferred revenue – related party
    (8 )     (682 )
Deferred revenue
    823       -  
Net cash provided by operating activities
    16,389       34,500  
Cash flows from investing activities:
               
Additions to vessels
    -       (6 )
Additions to office furniture and equipment
    (31 )     (15 )
Acquisition of subsidiary, including cash acquired
    17,913       -  
Net cash used in investing activities
    17,882       (21 )
Cash flows from financing activities:
               
Deemed distribution upon  subsidiary acquisition
    (2,054 )        
Net proceeds from issuance of common stock
    28,526       -  
Repayment of long term debt
    (45,907 )     (15,000 )
Deferred finance charges
    (801 )     -  
Increase in restricted cash
    (6,744 )     -  
Net cash (used in) financing activities
    (26,980 )     (15,000 )
Net increase in cash and cash equivalents
    7,291       19,479  
Cash and cash equivalents at beginning of period
    63,607       27,543  
Cash and cash equivalents at end of period
    70,898       47,022  
SUPPLEMENTAL CASH FLOW INFORMATION
               
Cash paid for interest
    4,719       2,501  

 
13

 


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, one Handymax and one 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, which owns four Capesize and one Panamax dry bulk carriers. In May 2010, the Company acquired a controlling interest in Maritime Capital Shipping Limited, which owns nine Handysize dry bulk carriers.
 
The Company's current controlled fleet includes 20 drybulk carriers (four Capesize, three Panamax, two Supramax and one Handymax and 10 Handysize vessels) with a total carrying capacity of approximately 1,292,544 dwt and an average fleet age of 12.8 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 Securities and Exchange Commission ("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 SEC. 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.

 
14

 

 
 
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




 
15

 



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.



 
SEANERGY MARITIME HOLDINGS CORP.
 
(Registrant)
   
     
   
   /s/ Dale Ploughman
 
By:
Dale Ploughman
   
Chief Executive Officer
     
Dated: August 10, 2010
   









SK 26979 0001 1122759