☐ |
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE
|
☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
☐ |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
|
SEANERGY MARITIME HOLDINGS CORP. |
(Exact name of Registrant as specified in its charter)
|
(Translation of Registrant’s name into English)
|
Republic of the Marshall Islands
|
(Jurisdiction of incorporation or organization)
|
154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece
|
(Address of principal executive offices)
|
Stamatios Tsantanis, Chairman & Chief Executive Officer
|
Seanergy Maritime Holdings Corp.
|
154 Vouliagmenis Avenue, 166 74 Glyfada, Athens, Greece
|
Telephone: +30 213 0181507, Fax: +30 210 9638404
|
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
|
Title of class
|
Trading Symbol(s)
|
Name of exchange on which
registered
|
Shares of common stock, par value $0.0001 per share
|
SHIP
|
Nasdaq Capital Market
|
Class A Warrants
|
SHIPW
|
Nasdaq Capital Market
|
Class B Warrants
|
SHIPZ
|
Nasdaq Capital Market
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Emerging growth company ☐
|
||
U.S. GAAP ☒
|
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐
|
Other ☐
|
||
☐ Item 17
|
☐ Item 18
|
☐ Yes
|
☒ No
|
Page
|
||
1 | ||
ITEM 1.
|
1
|
|
ITEM 2.
|
1
|
|
ITEM 3.
|
1
|
|
ITEM 4.
|
26
|
|
ITEM 4A.
|
43
|
|
ITEM 5.
|
43
|
|
ITEM 6.
|
60
|
|
ITEM 7.
|
64
|
|
ITEM 8.
|
65
|
|
ITEM 9.
|
66
|
|
ITEM 10.
|
66
|
|
ITEM 11.
|
76
|
|
ITEM 12.
|
76
|
|
76
|
||
ITEM 13.
|
76
|
|
ITEM 14.
|
76
|
|
ITEM 15.
|
76
|
|
ITEM 16.
|
77
|
|
ITEM 16A.
|
77
|
|
ITEM 16B.
|
78
|
|
ITEM 16C.
|
78
|
|
ITEM 16D.
|
78
|
|
ITEM 16E.
|
78
|
|
ITEM 16F.
|
78
|
|
ITEM 16G.
|
78
|
|
ITEM 16H.
|
79
|
|
79
|
||
ITEM 17.
|
79
|
|
ITEM 18.
|
79
|
|
ITEM 18.1
|
79
|
|
ITEM 19.
|
79
|
• |
changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand;
|
• |
changes in seaborne and other transportation patterns;
|
• |
changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions;
|
• |
changes in the number of newbuildings under construction in the dry bulk shipping industry;
|
• |
changes in the useful lives and the value of our vessels and the related impact on our compliance with loan covenants;
|
• |
the aging of our fleet and increases in operating costs;
|
• |
changes in our ability to complete future, pending or recent acquisitions or dispositions;
|
• |
our ability to achieve successful utilization of our expanded fleet;
|
• |
changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions and other general corporate activities;
|
• |
risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses;
|
• |
changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of V.Ships Limited, or V.Ships, our technical manager, and Fidelity Marine Inc., or Fidelity, our commercial manager;
|
• |
changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet;
|
• |
changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us;
|
• |
loss of our customers, charters or vessels;
|
• |
damage to our vessels;
|
• |
potential liability from future litigation and incidents involving our vessels;
|
• |
our future operating or financial results;
|
• |
acts of terrorism and other hostilities;
|
• |
changes in global and regional economic and political conditions;
|
• |
changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the dry bulk shipping industry;
|
• |
our ability to continue as a going concern; and
|
• |
other factors discussed in “Item 3. Key Information—D. Risk Factors”.
|
Year Ended December 31,
|
||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||||||||
Statement of Income Data:
|
||||||||||||||||||||
Vessel revenue, net
|
86,499
|
91,520
|
74,834
|
34,662
|
11,223
|
|||||||||||||||
Voyage expenses
|
(36,641
|
)
|
(40,184
|
)
|
(34,949
|
)
|
(21,008
|
)
|
(7,496
|
)
|
||||||||||
Vessel operating expenses
|
(18,980
|
)
|
(20,742
|
)
|
(19,598
|
)
|
(14,251
|
)
|
(5,639
|
)
|
||||||||||
Management fees
|
(989
|
)
|
(1,042
|
)
|
(1,016
|
)
|
(895
|
)
|
(336
|
)
|
||||||||||
General and administration expenses
|
(5,989
|
)
|
(6,500
|
)
|
(5,081
|
)
|
(4,134
|
)
|
(2,804
|
)
|
||||||||||
General and administration expenses - related party
|
-
|
-
|
-
|
-
|
(70
|
)
|
||||||||||||||
Loss on bad debts
|
-
|
-
|
-
|
-
|
(30
|
)
|
||||||||||||||
Amortization of deferred dry-docking costs
|
(844
|
)
|
(634
|
)
|
(870
|
)
|
(556
|
)
|
(38
|
)
|
||||||||||
Depreciation
|
(11,016
|
)
|
(10,876
|
)
|
(10,518
|
)
|
(8,531
|
)
|
(1,865
|
)
|
||||||||||
Impairment loss
|
-
|
(7,267
|
)
|
-
|
-
|
-
|
||||||||||||||
Operating income / (loss)
|
12,040
|
4,275
|
2,802
|
(14,713
|
)
|
(7,055
|
)
|
|||||||||||||
Interest and finance costs
|
(15,216
|
)
|
(16,415
|
)
|
(12,277
|
)
|
(7,235
|
)
|
(1,460
|
)
|
||||||||||
Interest and finance costs - related party
|
(8,629
|
)
|
(8,881
|
)
|
(5,122
|
)
|
(2,616
|
)
|
(399
|
)
|
||||||||||
Gain on debt refinancing
|
-
|
-
|
11,392
|
-
|
-
|
|||||||||||||||
Interest and other income
|
213
|
83
|
47
|
20
|
-
|
|||||||||||||||
Foreign currency exchange losses, net
|
(52
|
)
|
(104
|
)
|
(77
|
)
|
(45
|
)
|
(42
|
)
|
||||||||||
Total other expenses, net
|
(23,684
|
)
|
(25,317
|
)
|
(6,037
|
)
|
(9,876
|
)
|
(1,901
|
)
|
||||||||||
Net loss before income taxes
|
(11,644
|
)
|
(21,042
|
)
|
(3,235
|
)
|
(24,589
|
)
|
(8,956
|
)
|
||||||||||
Income taxes
|
(54
|
)
|
(16
|
)
|
-
|
(34
|
)
|
-
|
||||||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
(24,623
|
)
|
(8,956
|
)
|
||||||||||
Net loss per common share
|
||||||||||||||||||||
Basic and diluted
|
(0.76
|
)
|
(8.40
|
)
|
(1.35
|
)
|
(17.97
|
)
|
(12.47
|
)
|
||||||||||
Weighted average common shares outstanding
|
||||||||||||||||||||
Basic and diluted
|
15,332,755
|
2,507,087
|
2,389,719
|
1,370,200
|
718,226
|
As of December 31,
|
||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Total current assets
|
21,927
|
16,883
|
19,498
|
22,329
|
8,278
|
|||||||||||||||
Vessels, net
|
253,781
|
243,214
|
254,730
|
232,109
|
199,840
|
|||||||||||||||
Total assets
|
282,551
|
267,562
|
275,705
|
257,534
|
209,352
|
|||||||||||||||
Total current liabilities, including current portion of long-term debt and other financial liabilities
|
237,281
|
36,263
|
34,460
|
21,230
|
9,250
|
|||||||||||||||
Total liabilities
|
252,693
|
246,259
|
234,392
|
226,702
|
186,068
|
|||||||||||||||
Common stock
|
3
|
-
|
-
|
-
|
-
|
|||||||||||||||
Total stockholders’ equity
|
29,858
|
21,303
|
41,313
|
30,832
|
23,284
|
|||||||||||||||
Shares issued and outstanding as at December 31,
|
26,900,050
|
2,666,184
|
2,465,289
|
2,271,480
|
1,301,494
|
Year Ended December 31,
|
||||||||||||||||||||
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||||||||
Cash Flow Data:
|
||||||||||||||||||||
Net cash provided by (used in) operating activities
|
13,108
|
5,723
|
2,782
|
(15,339
|
)
|
(4,737
|
)
|
|||||||||||||
Net cash used in investing activities
|
(12,349
|
)
|
(8,827
|
)
|
(32,992
|
)
|
(40,779
|
)
|
(201,684
|
)
|
||||||||||
Net cash provided by (used in) financing activities
|
6,351
|
(491
|
)
|
25,341
|
68,672
|
206,902
|
• |
prevailing level of charter rates;
|
• |
general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply;
|
• |
types and sizes of vessels;
|
• |
number of newbuilding deliveries;
|
• |
number of vessels scrapped or otherwise removed from the world fleet;
|
• |
changes in environmental and other regulations that may limit the useful life of vessels;
|
• |
decreased costs and increases in use of other modes of transportation;
|
• |
cost of newbuildings or secondhand vessel acquisitions;
|
• |
governmental and other regulations;
|
• |
technological advances; and
|
• |
the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.
|
• |
decrease in available financing for vessels;
|
• |
no active secondhand market for the sale of vessels;
|
• |
charterers seeking to renegotiate the rates for existing time charters;
|
• |
widespread loan covenant defaults in the dry bulk shipping industry due to the substantial decrease in vessel values; and
|
• |
declaration of bankruptcy by some operators, charterers and vessel owners.
|
• |
number of new vessel deliveries;
|
• |
scrapping rate of older vessels;
|
• |
vessel casualties;
|
• |
price of steel;
|
• |
number of vessels that are out of service;
|
• |
changes in environmental and other regulations that may limit the useful life of vessels; and
|
• |
port or canal congestion.
|
• |
crew strikes and/or boycotts;
|
• |
the damage or destruction of vessels due to marine disaster;
|
• |
piracy or other detentions;
|
• |
environmental accidents;
|
• |
cargo and property losses or damage; and
|
• |
business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions.
|
• |
our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may be unavailable on favorable terms, or
at all;
|
• |
we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, reducing the funds that would otherwise be available for
operations, future business opportunities and any future dividends to our shareholders;
|
• |
our debt level could make us more vulnerable to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and
|
• |
our debt level may limit our flexibility in responding to changing business and economic conditions.
|
• |
generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service;
|
• |
finance our operations, through equity offerings or otherwise, for our existing and new operations;
|
• |
locate and acquire suitable vessels;
|
• |
identify and consummate acquisitions or joint ventures;
|
• |
integrate any acquired businesses or vessels successfully with our existing operations;
|
• |
hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; and
|
• |
expand our customer base.
|
• |
renew existing charters upon their expiration;
|
• |
obtain new charters;
|
• |
obtain financing on commercially acceptable terms;
|
• |
maintain satisfactory relationships with our charterers and suppliers; and
|
• |
successfully execute our business strategies.
|
• |
quarterly variations in our results of operations;
|
• |
changes in market valuations of similar companies and stock market price and volume fluctuations generally;
|
• |
changes in earnings estimates or the publication of research reports by analysts;
|
• |
speculation in the press or investment community about our business or the shipping industry generally;
|
• |
strategic actions by us or our competitors such as acquisitions or restructurings;
|
• |
the thin trading market for our common shares, which makes it somewhat illiquid;
|
• |
regulatory developments;
|
• |
additions or departures of key personnel;
|
• |
general market conditions; and
|
• |
domestic and international economic, market and currency factors unrelated to our performance.
|
• |
authorize our board of directors to issue “blank check” preferred stock without shareholder approval;
|
• |
provide for a classified board of directors with staggered, three-year terms;
|
• |
require a super-majority vote in order to amend the provisions regarding our classified board of directors;
|
• |
permit the removal of any director from office at any time, with or without cause, at the request of the shareholder group entitled to designate such director; and
|
• |
prevent our board of directors from dissolving the shipping committee or altering the duties or composition of the shipping committee without an affirmative vote of not less than 80% of the board of directors.
|
• |
our existing shareholders’ proportionate ownership interest in us would decrease;
|
• |
the proportionate amount of cash available for dividends payable on our common shares could decrease;
|
• |
the relative voting strength of each previously outstanding common share could be diminished; and
|
• |
the market price of our common shares could decline.
|
A.
|
History and Development of the Company
|
B.
|
Business Overview
|
Vessel Name
|
Year Built
|
Dwt
|
Flag
|
Yard
|
Type of Employment
|
Fellowship
|
2010
|
179,701
|
MI
|
Daewoo
|
Spot
|
Championship(1)
|
2011
|
179,238
|
MI
|
Sungdong
|
T/C Index Linked(2)
|
Partnership
|
2012
|
179,213
|
MI
|
Hyundai
|
T/C Index Linked(3)
|
Knightship(4)
|
2010
|
178,978
|
LIB
|
Hyundai
|
Spot
|
Lordship
|
2010
|
178,838
|
LIB
|
Hyundai
|
T/C Index Linked(5)
|
Gloriuship(6)
|
2004
|
171,314
|
MI
|
Hyundai
|
T/C Index Linked
|
Leadership
|
2001
|
171,199
|
BA
|
Koyo-Imabari
|
Spot
|
Geniuship
|
2010
|
170,058
|
MI
|
Sungdong
|
Spot
|
Premiership
|
2010
|
170,024
|
IoM
|
Sungdong
|
T/C Index Linked(7)
|
Squireship
|
2010
|
170,018
|
LIB
|
Sungdong
|
T/C Index Linked(8)
|
(1) |
In November 2018, we entered into a financing arrangement with Cargill according to which this vessel was sold and leased back on a bareboat basis from Cargill for a five-year-period. We have a purchase
obligation at the end of the five-year period and we further have the option to repurchase the vessel at any time during the bareboat charter.
|
(2) |
This vessel is being chartered by Cargill. The vessel was delivered to the charterer on November 7, 2018 for a period of employment of 60 months, with an additional period of 24 to 27 months at the charterer’s
option. The net daily charter hire is calculated at an index linked rate based on the five T/C routes of the BCI. In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of
between three and 12 months priced at the then prevailing Capesize Forward Freight Agreement rate, or FFA, for the selected period.
|
(3) |
This vessel is being chartered by a major European utility and energy company and was delivered to the charterer on September 11, 2019, for a period of minimum 33 to maximum 37 months with an optional period
of about 11 to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the five T/C routes rate of the BCI. In addition, the time charter provides us an option for any period of time during the hire
to be converted into a fixed rate time charter, between three months and 12 months, with a rate corresponding to the prevailing value of the respective Capesize FFA.
|
(4) |
In June 2018, we entered into a financing arrangement with AVIC International Leasing Co., Ltd., or AVIC, according to which this vessel was sold and leased back on a bareboat basis from AVIC’s affiliate,
Hanchen, for an eight-year period. We have a purchase obligation at the end of the eight-year period and we further have the option to repurchase the vessel at any time following the second anniversary of delivery under the bareboat
charter.
|
(5) |
This vessel is being chartered by a major European utility and energy company and was delivered to the charterer on August 4, 2019, for a period of minimum 33 to maximum 37 months with an optional period of
about 11 to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the five T/C routes rate of the BCI. In addition, the time charter provides us an option for any period of time during the hire to
be converted into a fixed rate time charter, between three months and 12 months, with a rate corresponding to the prevailing value of the respective Capesize FFA.
|
(6) |
This vessel is being chartered by a dry bulk charter operator and was delivered to the charterer on December 19, 2019, for a period of minimum four to maximum seven months. The net daily charter hire is
calculated at an index linked rate based on the five T/C routes of the BCI.
|
(7) |
This vessel is being chartered by a major commodity trading company and was delivered to the charterer on November 29, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of about 11
to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the five T/C routes rate of the BCI.
|
(8) |
This vessel is being chartered by a major commodity trading company and was delivered to the charterer on December 19, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of about 11
to maximum 13 months. The net daily charter hire is calculated at an index linked rate based on the five T/C routes rate of the BCI.
|
The supply of dry bulk vessels is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss. The level of scrapping activity is generally a function of scrapping prices in relation to current and prospective charter market conditions, as well as operating, repair and survey costs.
Customer
|
2019
|
2018
|
2017
|
|||
A |
19%
|
26%
|
17%
|
|||
B |
18%
|
21%
|
-
|
|||
C
|
15%
|
-
|
-
|
|||
D |
-
|
11%
|
17%
|
|||
Total
|
52%
|
58%
|
34%
|
C.
|
Organizational Structure
|
Subsidiary
|
Jurisdiction of Incorporation
|
|
Seanergy Management Corp.
|
Republic of the Marshall Islands
|
|
Seanergy Shipmanagement Corp.
|
Republic of the Marshall Islands
|
|
Leader Shipping Co.
|
Republic of the Marshall Islands
|
|
Sea Glorius Shipping Co.
|
Republic of the Marshall Islands
|
|
Sea Genius Shipping Co.
|
Republic of the Marshall Islands
|
|
Guardian Shipping Co.
|
Republic of the Marshall Islands
|
|
Gladiator Shipping Co.
|
Republic of the Marshall Islands
|
|
Premier Marine Co.
|
Republic of the Marshall Islands
|
|
Squire Ocean Navigation Co.
|
Liberia
|
|
Champion Ocean Navigation Co. Limited
|
Malta
|
|
Lord Ocean Navigation Co.
|
Liberia
|
|
Knight Ocean Navigation Co.
|
Liberia
|
|
Emperor Holding Ltd.
|
Republic of the Marshall Islands
|
|
Partner Shipping Co. Limited
|
Malta
|
|
Pembroke Chartering Services Limited
|
Malta
|
|
Martinique International Corp.
|
British Virgin Islands
|
|
Harbour Business International Corp.
|
British Virgin Islands
|
|
Maritime Capital Shipping Limited
|
Bermuda
|
|
Maritime Capital Shipping (HK) Limited
|
Hong Kong
|
|
Maritime Grace Shipping Limited
|
British Virgin Islands
|
|
Maritime Glory Shipping Limited
|
British Virgin Islands
|
|
Atlantic Grace Shipping Limited
|
British Virgin Islands
|
|
Fellow Shipping Co.
|
Republic of the Marshall Islands
|
|
Champion Marine Co.
|
Liberia
|
|
Champion Marine Co.
|
Republic of the Marshall Islands
|
D.
|
Property, Plants and Equipment
|
A.
|
Operating Results
|
• |
number of vessels owned and operated;
|
• |
voyage charter rates;
|
• |
time charter trip rates;
|
• |
period time charter rates;
|
• |
the nature and duration of our voyage charters;
|
• |
vessels repositioning;
|
• |
vessel operating expenses and direct voyage costs;
|
• |
maintenance and upgrade work;
|
• |
the age, condition and specifications of our vessels;
|
• |
issuance of our common shares and other securities;
|
• |
amount of debt obligations; and
|
• |
financing costs related to debt obligations.
|
(In thousands of U.S. Dollars, except for share and per share data)
|
Year ended December
31,
|
Change
|
||||||||||||||
2019
|
2018
|
Amount
|
%
|
|||||||||||||
Revenues:
|
||||||||||||||||
Vessel revenue, net
|
86,499
|
91,520
|
(5,021
|
)
|
(5
|
)%
|
||||||||||
Expenses:
|
||||||||||||||||
Voyage expenses
|
(36,641
|
)
|
(40,184
|
)
|
3,543
|
(9
|
)%
|
|||||||||
Vessel operating expenses
|
(18,980
|
)
|
(20,742
|
)
|
1,762
|
(8
|
)%
|
|||||||||
Management fees
|
(989
|
)
|
(1,042
|
)
|
53
|
(5
|
)%
|
|||||||||
General and administration expenses
|
(5,989
|
)
|
(6,500
|
)
|
511
|
(8
|
)%
|
|||||||||
Depreciation and amortization
|
(11,860
|
)
|
(11,510
|
)
|
(350
|
)
|
3
|
%
|
||||||||
Impairment loss
|
-
|
(7,267
|
)
|
7,267
|
(100
|
)%
|
||||||||||
Operating income
|
12,040
|
4,275
|
7,765
|
182
|
%
|
|||||||||||
Other expenses:
|
||||||||||||||||
Interest and finance costs
|
(23,845
|
)
|
(25,296
|
)
|
1,451
|
(6
|
)%
|
|||||||||
Other, net
|
161
|
(21
|
)
|
182
|
(867
|
)%
|
||||||||||
Total other expenses, net:
|
(23,684
|
)
|
(25,317
|
)
|
1,633
|
(6
|
)%
|
|||||||||
Net loss before income taxes
|
(11,644
|
)
|
(21,042
|
)
|
9,398
|
(45
|
)%
|
|||||||||
Income taxes
|
(54
|
)
|
(16
|
)
|
(38
|
)
|
238
|
%
|
||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
9,360
|
(44
|
)%
|
|||||||||
Net loss per common share, basic and diluted
|
(0.76
|
)
|
(8.40
|
)
|
||||||||||||
Weighted average number of common shares outstanding, basic and diluted
|
15,332,755
|
2,507,087
|
Year Ended December 31,
|
||||||||||||
Fleet Data:
|
2019
|
2018
|
2017
|
|||||||||
Ownership days
|
3,650
|
3,931
|
3,864
|
|||||||||
Available days(1)
|
3,417
|
3,918
|
3,851
|
|||||||||
Operating days(2)
|
3,393
|
3,902
|
3,837
|
|||||||||
Fleet utilization
|
93
|
%
|
99
|
%
|
99
|
%
|
||||||
Average Daily Results:
|
||||||||||||
TCE rate(3)
|
$
|
14,694
|
$
|
13,156
|
$
|
10,395
|
||||||
Daily Vessel Operating Expenses(4)
|
$
|
5,172
|
$
|
5,198
|
$
|
4,985
|
(1) |
During the year ended December 31, 2019, we incurred 233 off-hire days for five scheduled dry-dockings and scrubber installation on five of our vessels. During the
year ended December 31, 2018, we incurred 13 off-hire days.
|
(2) |
During the year ended December 31, 2019, we incurred 24 off-hire days due to unforeseen circumstances. During the year ended December 31, 2018, we incurred 16
off-hires days due to other unforeseen circumstances.
|
(3) |
We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S. GAAP measure, because
it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies. The
following table reconciles our net revenues from vessels to TCE rate.
|
Year Ended December 31,
|
||||||||||||
(In thousands of US Dollars, except operating days and TCE rate)
|
2019
|
2018
|
2017
|
|||||||||
Net revenues from vessels
|
$
|
86,499
|
$
|
91,520
|
$
|
74,834
|
||||||
Voyage expenses
|
(36,641
|
)
|
(40,184
|
)
|
(34,949
|
)
|
||||||
Net operating revenues
|
$
|
49,858
|
$
|
51,336
|
$
|
39,885
|
||||||
Operating days
|
3,393
|
3,902
|
3,837
|
|||||||||
Daily time charter equivalent rate
|
$
|
14,694
|
$
|
13,156
|
$
|
10,395
|
(4) |
We include Daily Vessel Operating Expenses, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with vessel operating expenses, the most directly comparable U.S.
GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. Our calculation of Daily Vessel Operating Expenses may not be
comparable to that reported by other companies. The following table reconciles our vessel operating expenses to Daily Vessel Operating Expenses.
|
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
|
Year Ended December 31,
|
|||||||||||
2019
|
2018
|
2017
|
||||||||||
Vessel operating expenses
|
$
|
18,980
|
$
|
20,742
|
$
|
19,598
|
||||||
Less: Pre-delivery expenses
|
(104
|
)
|
(309
|
)
|
(337
|
)
|
||||||
Vessel operating expenses before pre-delivery expenses
|
18,876
|
20,433
|
19,261
|
|||||||||
Ownership days
|
3,650
|
3,931
|
3,864
|
|||||||||
Daily Vessel Operating Expenses
|
$
|
5,172
|
$
|
5,198
|
$
|
4,985
|
• |
reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
|
• |
news and industry reports of similar vessel sales;
|
• |
news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that
can be used as part of our estimates;
|
• |
approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have
generally disseminated;
|
• |
offers that we may have received from potential purchasers of our vessels; and
|
• |
vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various
other shipping industry participants and observers.
|
Vessel
|
Year Built
|
Dwt
|
Carrying Value as of
December 31, 2019
(in millions of U.S. dollars)
|
Carrying Value as of
December 31, 2018
(in millions of U.S. dollars)
|
||||||||||
Fellowship
|
2010
|
179,701
|
27.3
|
*
|
28.6
|
|||||||||
Championship
|
2011
|
179,238
|
39.4
|
*
|
36.7
|
*
|
||||||||
Partnership
|
2012
|
179,213
|
33.3
|
*
|
30.7
|
|||||||||
Knightship
|
2010
|
178,978
|
18.4
|
19.1
|
||||||||||
Lordship
|
2010
|
178,838
|
22.7
|
19.0
|
||||||||||
Gloriuship
|
2004
|
171,314
|
13.8
|
*
|
14.5
|
|||||||||
Leadership
|
2001
|
171,199
|
12.5
|
*
|
13.5
|
*
|
||||||||
Geniuship
|
2010
|
170,057
|
23.3
|
*
|
24.4
|
|||||||||
Premiership
|
2010
|
170,024
|
29.5
|
*
|
26.2
|
|||||||||
Squireship
|
2010
|
170,018
|
33.6
|
*
|
30.5
|
*
|
||||||||
TOTAL
|
253.8
|
243.2
|
* |
Indicates dry bulk carrier vessels for which we believe, as of December 31, 2019 and 2018, respectively, the basic charter-free market value was lower than the vessel’s carrying value.
|
B.
|
Liquidity and Capital Resources
|
(In thousands of US Dollars)
|
Year ended December 31,
|
|||||||||||
2019
|
2018
|
2017
|
||||||||||
Cash Flow Data:
|
||||||||||||
Net cash provided by / (used in) operating activities
|
13,108
|
5,723
|
2,782
|
|||||||||
Net cash used in investing activities
|
(12,349
|
)
|
(8,827
|
)
|
(32,992
|
)
|
||||||
Net cash (used in) / provided by financing activities
|
6,351
|
(491
|
)
|
25,341
|
C.
|
Research and development, patents and licenses, etc.
|
D.
|
Trend Information
|
E.
|
Off-balance Sheet Arrangements
|
F.
|
Tabular Disclosure of Contractual Obligations
|
Contractual Obligations
|
Total
|
less than 1 year
|
1-3 years
|
3-5 years
|
more than
5 years
|
|||||||||||||||
Long-term debt, debt to related party and other financial liabilities
|
$
|
209,859
|
$
|
209,859
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||
Convertible notes
|
38,715
|
3,800
|
34,915
|
-
|
-
|
|||||||||||||||
Interest expense - debt to related party (1)
|
1,612
|
1,612
|
-
|
-
|
-
|
|||||||||||||||
Interest expense - convertible notes
|
$
|
7,348
|
2,674
|
4,674
|
-
|
-
|
||||||||||||||
Office rent
|
542
|
127
|
362
|
53
|
-
|
|||||||||||||||
Total
|
$
|
258,076
|
$
|
218,072
|
$
|
39,951
|
$
|
53
|
$
|
-
|
(1) |
As discussed in Note 3 to our consolidated financial statements, we have classified our long-term debt and other financial liabilities as of December 31, 2019 in current liabilities. The amounts in the table under “Interest expense - debt to related party” does not include any projected interest payments for our long-term debt and other financial liabilities.
|
Contractual Obligations
|
Total
|
less than
1 year
|
1-3 years
|
3-5 years
|
more than
5 years
|
|||||||||||||||
Long-term debt, debt to related party and other financial liabilities
|
$
|
209,859
|
$
|
110,379
|
$
|
54,715
|
$
|
25,733
|
$
|
19,032
|
||||||||||
Convertible notes
|
38,715
|
3,800
|
34,915
|
-
|
-
|
|||||||||||||||
Interest expense - long term debt, debt to related party and other financial liabilities
|
34,553
|
14,189
|
14,292
|
4,850
|
1,222
|
|||||||||||||||
Interest expense - convertible notes
|
7,348
|
2,674
|
4,674
|
-
|
-
|
|||||||||||||||
Office rent
|
542
|
127
|
362
|
53
|
-
|
|||||||||||||||
Total
|
$
|
291,017
|
$
|
131,169
|
$
|
108,958
|
$
|
30,636
|
$
|
20,254
|
G.
|
Safe Harbor
|
A.
|
Directors and Senior Management
|
Name
|
Age
|
Position
|
Director Class
|
||||
Stamatios Tsantanis
|
48
|
Chairman, Chief Executive Officer & Director
|
A (term expires in 2022)
|
||||
Stavros Gyftakis
|
41
|
Chief Financial Officer
|
|||||
Christina Anagnostara
|
49
|
Director
|
B (term expires in 2020)
|
||||
Elias Culucundis
|
77
|
Director*
|
A (term expires in 2022)
|
||||
Dimitrios Anagnostopoulos
|
73
|
Director*
|
C (term expires in 2021)
|
||||
Ioannis Kartsonas
|
48
|
Director*
|
C (term expires in 2021)
|
B.
|
Compensation
|
C.
|
Board Practices
|
D.
|
Employees
|
E.
|
Share Ownership
|
A.
|
Major Shareholders
|
Identity of Person or Group
|
Number
of
Shares
Owned
|
Percent
of
Class(2)
|
||||||
Claudia Restis(1)
|
12,625,693
|
37.0
|
%
|
|||||
Eric Krafft
|
2,440,500
|
8.3
|
%
|
|||||
Stamatios Tsantanis
|
616,781
|
2.1
|
%
|
|||||
Stavros Gyftakis
|
—
|
*
|
||||||
Christina Anagnostara
|
—
|
*
|
||||||
Elias Culucundis
|
—
|
*
|
||||||
Dimitrios Anagnostopoulos
|
—
|
*
|
||||||
Ioannis Kartsonas
|
—
|
*
|
||||||
Directors and executive officers as a group (6 individuals)
|
1,538,302
|
5.2
|
%
|
* |
Less than one percent.
|
(1) |
Based on the Schedule 13D/A filed by Jelco, Comet and Claudia Restis on November 8, 2019, Claudia Restis may be deemed to beneficially own 12,571,992 of our common
shares through Jelco and 53,701 of our common shares through Comet, each through a revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco include: (i) 281,481 common shares,
issuable upon exercise of a conversion option pursuant to the First Jelco Note, (ii) 1,567,777 common shares, issuable upon exercise of a conversion option pursuant to the Second Jelco Note, (iii) 1,018,518 common shares, issuable
upon exercise of a conversion option pursuant to the Third Jelco Note and (iv) 1,823,529 common shares, representing the maximum number of shares issuable upon exercise of the Class B warrants of the Company issued to Jelco pursuant
to the Purchase Agreement, and assuming no exercises by any other holder of Class B warrants.
|
(2) |
Based on 29,399,939 common shares outstanding as of March 4, 2020 and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.
|
B.
|
Related Party Transactions
|
C.
|
Interests of Experts and Counsel
|
A.
|
Consolidated Statements and Other Financial Information
|
B.
|
Significant Changes
|
A.
|
Offer and Listing Details
|
B.
|
Plan of Distribution
|
C.
|
Markets
|
D.
|
Selling Shareholders
|
E.
|
Dilution
|
F.
|
Expenses of the Issue
|
A.
|
Share Capital
|
B.
|
Memorandum and Articles of Incorporation
|
C.
|
Material contracts
|
D.
|
Exchange controls
|
E.
|
Taxation
|
• |
an individual citizen or resident of the United States;
|
• |
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States,
any state thereof or the District of Columbia; or
|
• |
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or a trust if (i) a U.S. court can exercise primary supervision over the trust’s
administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
• |
financial institutions or “financial services entities”;
|
• |
broker-dealers;
|
• |
taxpayers who have elected mark-to-market accounting;
|
• |
tax-exempt entities;
|
• |
governments or agencies or instrumentalities thereof;
|
• |
insurance companies;
|
• |
regulated investment companies;
|
• |
real estate investment trusts;
|
• |
certain expatriates or former long-term residents of the United States;
|
• |
persons that actually or constructively own 10% or more of our voting shares;
|
• |
persons that own shares through an “applicable partnership interest”;
|
• |
persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement”;
|
• |
persons that hold our common stock or warrants as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or
|
• |
persons whose functional currency is not the U.S. dollar.
|
• |
we are organized in a foreign country (our “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States one of the following is true; and
|
• |
more than 50% of the value of our stock is owned, directly or indirectly, by “qualified shareholders”, that are persons (i) who are “residents” of our country of organization or of another foreign country
that grants an “equivalent exemption” to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the “50% Ownership Test”; or
|
• |
our stock is “primarily” and “regularly” traded on one or more established securities markets in our country of organization, in another country that grants an “equivalent exemption” to United States
corporations, or in the United States, which we refer to as the “Publicly-Traded Test”.
|
• |
we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and
|
• |
substantially all of our U.S. source gross shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings
at regular intervals between the same points for voyages that begin or end in the United States, or, in the case of income from the leasing of a vessel, is attributable to a fixed place of business in the United States.
|
• |
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
|
• |
at least 50% of the average value of the assets held by us during such taxable year produce, or is held for the production of, passive income.
|
• |
the excess distribution or gain would be allocated ratably over the Non-Electing Holders’ aggregate holding period for the common stock or warrants;
|
• |
the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company would be taxed as ordinary income; and
|
• |
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the
deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
• |
fails to provide an accurate taxpayer identification number;
|
• |
is notified by the IRS that backup withholding is required; or
|
• |
fails in certain circumstances to comply with applicable certification requirements.
|
F.
|
Dividends and paying agents
|
G.
|
Statement by experts
|
H.
|
Documents on display
|
I.
|
Subsidiary information
|
(a)
|
Disclosure Controls and Procedures
|
(b)
|
Management’s Annual Report on Internal Control over Financial Reporting
|
(c)
|
Attestation Report of the Registered Public Accounting Firm
|
(d)
|
Changes in Internal Control over Financial Reporting
|
2019
|
2018
|
|||||||
Audit fees
|
$
|
195,000
|
$
|
199,000
|
||||
Audit related fees
|
80,000
|
38,000
|
||||||
Tax fees
|
-
|
-
|
||||||
All other fees
|
-
|
-
|
||||||
Total fees
|
$
|
275,000
|
$
|
237,000
|
• |
In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will
comply with provisions of the BCA, providing that the board of directors approve share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to
the issuance of securities in certain circumstances, consistent with the BCA and our restated articles of incorporation and second amended and restated bylaws, the board of directors approves certain share issuances.
|
• |
The Company’s board of directors is not required to have an Audit Committee comprised of at least three members.
Our Audit Committee is comprised of two members.
|
• |
The Company’s board of directors is not required to meet regularly in executive sessions without management present.
|
• |
As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to NASDAQ pursuant to NASDAQ corporate governance rules or Marshall Islands law. Consistent with Marshall
Islands law and as provided in our second amended and restated bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information
regarding business to be transacted at the meeting.
|
Exhibit Number
|
Description
|
1.1
|
|
1.2
|
|
2.1
|
|
2.2
|
|
2.3
|
|
2.4
|
|
2.5
|
2.6
|
|
2.7
|
|
4.1
|
|
4.2
|
|
4.3
|
|
4.4
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
4.12
|
|
4.13
|
|
4.14
|
|
4.15
|
4.16
|
|
4.17
|
|
4.18
|
|
4.19
|
|
4.20
|
|
4.21
|
|
4.22
|
|
4.23
|
|
4.24
|
|
4.25
|
|
4.26
|
|
4.27
|
|
4.28
|
|
4.29
|
|
4.30
|
|
4.31
|
|
4.32
|
|
4.33
|
|
4.34
|
|
4.35
|
4.36
|
|
4.37
|
|
4.38
|
|
4.39
|
|
4.40
|
|
4.41
|
|
4.42
|
|
4.43
|
|
4.44
|
|
4.45
|
|
4.46
|
|
4.47
|
|
4.48
|
|
4.49
|
|
4.50
|
|
4.51
|
|
4.52
|
|
4.53
|
|
4.54
|
4.55
|
|
4.56
|
|
4.57
|
|
4.58
|
|
4.59
|
|
4.60
|
|
4.61
|
|
4.62
|
|
4.63
|
|
4.64
|
|
4.65
|
|
4.66
|
|
4.67
|
|
4.68
|
|
4.69
|
|
4.70
|
|
4.71
|
|
4.72
|
|
4.73
|
|
4.74
|
4.75
|
|
4.76
|
|
4.77
|
|
4.78
|
|
4.79
|
|
4.80
|
|
4.81
|
|
4.82
|
|
4.83
|
|
4.84
|
|
4.85
|
|
4.86
|
|
4.87
|
|
8.1
|
|
12.1
|
|
12.2
|
|
13.1
|
|
13.2
|
|
15.1
|
101
|
The following financial information from the registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2019, formatted in Extensible Business Reporting Language (XBRL)*
|
(1) Consolidated Balance Sheets as of December 31, 2019 and 2018;
|
|
(2) Consolidated Statements of Income/(loss) for the years ended December 31, 2019, 2018 and 2017;
|
|
(3) Consolidated Statements of Shareholders’ (Deficit) / Equity for the years ended December 31, 2019, 2018 and 2017; and
|
|
(4) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017.
|
* |
Filed herewith
|
(1) |
Incorporated herein by reference to Exhibit 3.1 to the registrant’s report on Form 6-k filed with the Commission on August 30, 2019.
|
(2) |
Incorporated herein by reference to Exhibit 99.1 to the registrant’s report on Form 6-K filed with the Commission on July 20, 2011.
|
(3) |
Incorporated herein by reference to Exhibit 4.1 to the registrant’s report on Form 6-K filed with the Commission on March 19, 2019.
|
(4) |
Incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-1/A filed with the Commission on December 6, 2016.
|
(5) |
Incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-1/A filed with the Commission on May 2, 2019.
|
(6) |
Incorporated herein by reference to Exhibit 4.2 to the registrant’s registration statement on Form F-1/A filed with the Commission on May 2, 2019.
|
(7) |
Incorporated herein by reference to Exhibit 4.1 to the registrant’s annual report on Form 20-F filed with the Commission on April 28, 2017.
|
(8) |
Incorporated herein by reference to Exhibit 4.2 to the registrant’s annual report on Form 20-F filed with the Commission on April 28, 2017.
|
(9) |
Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by United Capital Investments Corp. with the Commission on September 12, 2014.
|
(10) |
Incorporated herein by reference to Exhibit D to the Schedule 13D related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 12, 2015.
|
(11) |
Incorporated herein by reference to Exhibit 4.51 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(12) |
Incorporated herein by reference to Exhibit 4.10 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(13) |
Incorporated herein by reference to Exhibit 4.11 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(14) |
Incorporated herein by reference to Exhibit 4.10 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(15) |
Incorporated herein by reference to Exhibit 4.11 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(16) |
Incorporated herein by reference to Exhibit 10.9 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(17) |
Incorporated herein by reference to Exhibit 10.10 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(18) |
Incorporated herein by reference to Exhibit 4.12 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(19) |
Incorporated herein by reference to Exhibit 4.52 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(20) |
Incorporated herein by reference to Exhibit 4.14 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(21) |
Incorporated herein by reference to Exhibit 4.15 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(22) |
Incorporated herein by reference to Exhibit 4.13 to the registrant’s annual report on Form 20-F filed with the Commission on March 7, 2018.
|
(23)
|
Incorporated herein by reference to Exhibit 4.19 to the registrant’s annual report on Form 20-F filed with the Commission on
March 25, 2019.
|
(24) |
Incorporated herein by reference to Exhibit 4.53 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(25) |
Incorporated herein by reference to Exhibit 4.17 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(26) |
Incorporated herein by reference to Exhibit 10.18 to the registrant’s registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(27) |
Incorporated herein by reference to Exhibit 10.19 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(28) |
Incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 13, 2015.
|
(29) |
Incorporated herein by reference to Exhibit 10.17 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017.
|
(30) |
Incorporated herein by reference to Exhibit 10.18 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017.
|
(31) |
Incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017.
|
(32) |
Incorporated herein by reference to Exhibit 10.28 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019.
|
(33) |
Incorporated herein by reference to Exhibit 4.57 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(34) |
Incorporated herein by reference to Exhibit 4.58 to the registrant’s annual report on Form 20-F filed with the Commission on April 21, 2015.
|
(35) |
Incorporated herein by reference to Exhibit 4.38 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(36) |
Incorporated herein by reference to Exhibit 10.43 to the registrant’s registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(37) |
Incorporated herein by reference to Exhibit 4.43 to the registrant’s annual report on Form 20-F filed with the Commission on April 28, 2017.
|
(38) |
Incorporated herein by reference to Exhibit 10.29 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(39) |
Incorporated herein by reference to Exhibit 10.35 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019.
|
(40) |
Incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 29, 2015.
|
(41) |
Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015.
|
(42) |
Incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015.
|
(43) |
Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on February 11, 2016.
|
(44) |
Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 14, 2016.
|
(45) |
Incorporated herein by reference to Exhibit 10.1 to the registrant’s report on Form 6-K filed with the Commission on August 5, 2016.
|
(46) |
Incorporated herein by reference to Exhibit 10.2 to the registrant’s report on Form 6-K filed with the Commission on August 5, 2016.
|
(47) |
Incorporated herein by reference to Exhibit 10.3 to the registrant’s report on Form 6-K filed with the Commission on August 5, 2016.
|
(48) |
Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 7, 2017.
|
(49) |
Incorporated herein by reference to Exhibit 10.34 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017.
|
(50) |
Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017.
|
(51) |
Incorporated herein by reference to Exhibit 10.41 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(52) |
Incorporated herein by reference to Exhibit 10.48 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019.
|
(53) |
Incorporated herein by reference to Exhibit 4.53 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(54) |
Incorporated herein by reference to Exhibit 4.40 to the registrant’s annual report on Form 20-F filed with the Commission on April 20, 2016.
|
(55) |
Incorporated herein by reference to Exhibit 10.48 to the registrant’s registration statement on Form F-1 filed with the Commission on October 28, 2016.
|
(56) |
Incorporated herein by reference to Exhibit 10.51 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(57) |
Incorporated herein by reference to Exhibit 4.59 to the registrant’s annual report on Form 20-F filed with the Commission March 25, 2019.
|
(58) |
Incorporated herein by reference to Exhibit 10.60 to the registrant’s registration statement on Form F-1 filed with the Commission on October 20, 2017.
|
(59) |
Incorporated herein by reference to Exhibit 4.67 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(60) |
Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017.
|
(61) |
Incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017.
|
(62) |
Incorporated herein by reference to Exhibit 4.69 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(63) |
Incorporated herein by reference to Exhibit 10.79 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(64) |
Incorporated herein by reference to Exhibit 10.80 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(65) |
Incorporated herein by reference to Exhibit 4.73 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(66) |
Incorporated herein by reference to Exhibit 10.81 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(67) |
Incorporated herein by reference to Exhibit 10.82 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(68) |
Incorporated herein by reference to Exhibit 4.77 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(69) |
Incorporated herein by reference to Exhibit 10.87 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(70) |
Incorporated herein by reference to Exhibit 10.88 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(71) |
Incorporated herein by reference to Exhibit 10.96 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(72) |
Incorporated herein by reference to Exhibit 10.90 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(73) |
Incorporated herein by reference to Exhibit 4.92 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(74) |
Incorporated herein by reference to Exhibit 10.96 to the registrant’s registration statement on Form F-1 filed with the Commission on November 8, 2018.
|
(75) |
Incorporated herein by reference to Exhibit 4.93 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(76) |
Incorporated herein by reference to Exhibit 4.94 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(77) |
Incorporated herein by reference to Exhibit 4.95 to the registrant’s annual report on Form 20-F filed with the Commission on March 25, 2019.
|
(78) |
Incorporated herein by reference to Exhibit 10.99 to the registrant’s registration statement on Form F-1/A filed with the Commission on April 5, 2019.
|
(79) |
Incorporated herein by reference to Exhibit 4.4 to the registrant’s report on Form 6-K filed with the Commission on May 17, 2019.
|
(80) |
Incorporated herein by reference to Exhibit 4.5 to the registrant’s report on Form 6-K filed with the Commission on May 17, 2019.
|
SEANERGY MARITIME HOLDINGS CORP.
|
|||
By:
|
/s/ Stamatios Tsantanis
|
||
Name:
|
Stamatios Tsantanis
|
||
Title:
|
Chairman & Chief Executive Officer
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets as of December 31, 2019 and 2018
|
|
Consolidated Statements of Loss for the years ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018 and 2017
|
|
Notes to Consolidated Financial Statements
|
Notes
|
2019
|
2018
|
||||||||||
ASSETS
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
5
|
13,654
|
6,684
|
|||||||||
Restricted cash
|
5, 8
|
900
|
260
|
|||||||||
Accounts receivable trade, net
|
2
|
1,763
|
2,649
|
|||||||||
Inventories
|
6
|
3,862
|
5,289
|
|||||||||
Prepaid expenses
|
400
|
707
|
||||||||||
Other current assets
|
2, 8
|
1,252
|
887
|
|||||||||
Deferred voyage expenses
|
2
|
96
|
407
|
|||||||||
Total current assets
|
21,927
|
16,883
|
||||||||||
Fixed assets:
|
||||||||||||
Vessels, net
|
7
|
253,781
|
243,214
|
|||||||||
Other fixed assets, net
|
386
|
503
|
||||||||||
Total fixed assets
|
254,167
|
243,717
|
||||||||||
Other non-current assets:
|
||||||||||||
Deposits assets, non-current
|
5
|
1,325
|
3,495
|
|||||||||
Deferred charges, non-current
|
2
|
4,677
|
2,323
|
|||||||||
Restricted cash, non-current
|
5, 8
|
-
|
500
|
|||||||||
Right of use asset – leases
|
426
|
615
|
||||||||||
Other non-current assets
|
29
|
29
|
||||||||||
TOTAL ASSETS
|
282,551
|
267,562
|
||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
||||||||||||
Current liabilities:
|
||||||||||||
Current portion of long-term debt and other financial liabilities, net of deferred finance costs of $2,443 and $1,078, respectively
|
3, 8
|
183,066
|
16,195
|
|||||||||
Trade accounts and other payables
|
16,105
|
14,426
|
||||||||||
Due to related parties, net of deferred finance costs of $113 and NIL, respectively
|
4
|
24,237
|
-
|
|||||||||
Convertible notes, net of deferred finance costs of $17 and NIL, respectively
|
4
|
2,588
|
-
|
|||||||||
Accrued liabilities
|
6,881
|
4,634
|
||||||||||
Lease liability
|
10
|
108
|
118
|
|||||||||
Deferred revenue
|
2
|
4,296
|
890
|
|||||||||
Total current liabilities
|
237,281
|
36,263
|
||||||||||
Non-current liabilities:
|
||||||||||||
Long-term debt and other financial liabilities, net of current portion and deferred finance costs of NIL and $2,308, respectively
|
8
|
-
|
179,026
|
|||||||||
Due to related parties, non-current, net of deferred finance costs of NIL and NIL, respectively
|
4
|
-
|
19,349
|
|||||||||
Long-term portion of convertible notes, net of deferred finance costs of $212 and NIL, respectively
|
4
|
12,020
|
11,124
|
|||||||||
Lease liability, non-current
|
10
|
318
|
497
|
|||||||||
Deferred revenue, non-current
|
2
|
3,074
|
||||||||||
Total liabilities
|
252,693
|
246,259
|
||||||||||
Commitments and contingencies
|
10
|
-
|
-
|
|||||||||
STOCKHOLDERS EQUITY
|
||||||||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued
|
-
|
-
|
||||||||||
Common stock, $0.0001 par value; 500,000,000 authorized shares as at December 31, 2019 and 2018; 26,900,050 and 2,666,184 shares issued and outstanding as at
December 31, 2019 and 2018, respectively
|
11
|
3
|
-
|
|||||||||
Additional paid-in capital
|
4
|
406,096
|
385,846
|
|||||||||
Accumulated deficit
|
(376,241
|
)
|
(364,543
|
)
|
||||||||
Total Stockholders’ equity
|
29,858
|
21,303
|
||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
282,551
|
267,562
|
Notes
|
2019
|
2018
|
2017
|
|||||||||||||
Revenues:
|
||||||||||||||||
Vessel revenue
|
2
|
89,523
|
94,859
|
77,710
|
||||||||||||
Commissions
|
2
|
(3,024
|
)
|
(3,339
|
)
|
(2,876
|
)
|
|||||||||
Vessel revenue, net
|
86,499
|
91,520
|
74,834
|
|||||||||||||
Expenses:
|
||||||||||||||||
Voyage expenses
|
2
|
(36,641
|
)
|
(40,184
|
)
|
(34,949
|
)
|
|||||||||
Vessel operating expenses
|
(18,980
|
)
|
(20,742
|
)
|
(19,598
|
)
|
||||||||||
Management fees
|
(989
|
)
|
(1,042
|
)
|
(1,016
|
)
|
||||||||||
General and administration expenses
|
(5,989
|
)
|
(6,500
|
)
|
(5,081
|
)
|
||||||||||
Amortization of deferred dry-docking costs
|
(844
|
)
|
(634
|
)
|
(870
|
)
|
||||||||||
Depreciation
|
(11,016
|
)
|
(10,876
|
)
|
(10,518
|
)
|
||||||||||
Impairment loss
|
7
|
-
|
(7,267
|
)
|
-
|
|||||||||||
Operating income
|
12,040
|
4,275
|
2,802
|
|||||||||||||
Other income / (expenses), net:
|
||||||||||||||||
Interest and finance costs
|
12
|
(15,216
|
)
|
(16,415
|
)
|
(12,277
|
)
|
|||||||||
Interest and finance costs – related party
|
4 & 12
|
(8,629
|
)
|
(8,881
|
)
|
(5,122
|
)
|
|||||||||
Gain on debt refinancing
|
8
|
-
|
-
|
11,392
|
||||||||||||
Interest and other income
|
213
|
83
|
47
|
|||||||||||||
Foreign currency exchange losses, net
|
(52
|
)
|
(104
|
)
|
(77
|
)
|
||||||||||
Total other expenses, net
|
(23,684
|
)
|
(25,317
|
)
|
(6,037
|
)
|
||||||||||
Net loss before income taxes
|
(11,644
|
)
|
(21,042
|
)
|
(3,235
|
)
|
||||||||||
Income taxes
|
(54
|
)
|
(16
|
)
|
-
|
|||||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
||||||||||
Net loss per common share
|
||||||||||||||||
Basic and diluted
|
13
|
(0.76
|
)
|
(8.40
|
)
|
(1.35
|
)
|
|||||||||
Weighted average common shares outstanding
|
||||||||||||||||
Basic and diluted
|
13
|
15,332,755
|
2,507,087
|
2,389,719
|
Common stock
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Total
stockholders’
equity
|
|||||||||||||||||
# of Shares
|
Par
Value
|
|||||||||||||||||||
Balance, January 1, 2017
|
2,271,479
|
-
|
369,294
|
(338,462
|
)
|
30,832
|
||||||||||||||
Issuance of common stock (Note 11)
|
193,810
|
-
|
2,597
|
-
|
2,597
|
|||||||||||||||
Issuance of convertible notes (Note 3)
|
-
|
-
|
10,389
|
-
|
10,389
|
|||||||||||||||
Stock based compensation (Note 14)
|
-
|
-
|
730
|
-
|
730
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(3,235
|
)
|
(3,235
|
)
|
|||||||||||||
Balance, December 31, 2017
|
2,465,289
|
-
|
383,010
|
(341,697
|
)
|
41,313
|
||||||||||||||
Adoption of revenue recognition accounting policy adjustment (Note 2)
|
-
|
-
|
-
|
(1,788
|
)
|
(1,788
|
)
|
|||||||||||||
Issuance of common stock (Note 11)
|
120,000
|
-
|
1,541
|
-
|
1,541
|
|||||||||||||||
Stock based compensation (Note 14)
|
80,895
|
-
|
1,295
|
-
|
1,295
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(21,058
|
)
|
(21,058
|
)
|
|||||||||||||
Balance, December 31, 2018
|
2,666,184
|
-
|
385,846
|
(364,543
|
)
|
21,303
|
||||||||||||||
Issuance of common stock and warrants (Notes 4 & 11)
|
24,090,199
|
3
|
18,844
|
-
|
18,847
|
|||||||||||||||
Related parties liabilities released (Note 4)
|
-
|
96
|
-
|
96
|
||||||||||||||||
Stock based compensation (Note 14)
|
143,667
|
-
|
1,310
|
-
|
1,310
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(11,698
|
)
|
(11,698
|
)
|
|||||||||||||
Balance, December 31, 2019
|
26,900,050
|
3
|
406,096
|
(376,241
|
)
|
29,858
|
2019
|
2018
|
2017
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
||||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Depreciation
|
11,016
|
10,876
|
10,518
|
|||||||||
Amortization of deferred dry-docking costs
|
844
|
634
|
870
|
|||||||||
Amortization of deferred finance charges
|
1,140
|
1,173
|
518
|
|||||||||
Amortization of convertible note beneficial conversion feature
|
3,713
|
4,339
|
2,127
|
|||||||||
Stock based compensation
|
1,310
|
1,295
|
730
|
|||||||||
Amortization of deferred finance charges - related party
|
3,745
|
7
|
13
|
|||||||||
Gain on debt refinancing
|
-
|
-
|
(11,392
|
)
|
||||||||
Impairment loss
|
-
|
7,267
|
-
|
|||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable trade, net
|
845
|
(511
|
)
|
(843
|
)
|
|||||||
Inventories
|
1,427
|
(492
|
)
|
(748
|
)
|
|||||||
Prepaid expenses
|
307
|
(424
|
)
|
401
|
||||||||
Other current assets
|
(212
|
)
|
(534
|
)
|
52
|
|||||||
Deferred voyage expenses
|
311
|
(707
|
)
|
-
|
||||||||
Deferred charges, non-current
|
(2,297
|
)
|
(32
|
)
|
(144
|
)
|
||||||
Other non-current assets
|
-
|
2
|
(26
|
)
|
||||||||
Trade accounts and other payables
|
1,679
|
5,499
|
2,345
|
|||||||||
Accrued liabilities
|
(5,502
|
)
|
(760
|
)
|
1,705
|
|||||||
Deferred revenue
|
3,406
|
(851
|
)
|
(109
|
)
|
|||||||
Deferred revenue, non-current
|
3,074
|
-
|
-
|
|||||||||
Net cash provided by operating activities
|
13,108
|
5,723
|
2,782
|
|||||||||
Cash flows from investing activities:
|
||||||||||||
Vessels acquisitions and improvements
|
(12,349
|
)
|
(30,921
|
)
|
(32,992
|
)
|
||||||
Net proceeds from sale of vessels
|
-
|
22,652
|
-
|
|||||||||
Other fixed assets, net
|
-
|
(558
|
)
|
-
|
||||||||
Net cash used in investing activities
|
(12,349
|
)
|
(8,827
|
)
|
(32,992
|
)
|
||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions
|
13,225
|
-
|
2,637
|
|||||||||
Proceeds from long term debt
|
6,422
|
67,130
|
34,500
|
|||||||||
Proceeds from convertible notes
|
-
|
-
|
9,000
|
|||||||||
Proceeds from related party debt
|
5,000
|
2,000
|
16,200
|
|||||||||
Payments of financing and stock issuance costs
|
(698
|
)
|
(1,153
|
)
|
(561
|
)
|
||||||
Repayments of long term debt
|
(17,598
|
)
|
(68,468
|
)
|
(36,435
|
)
|
||||||
Net cash provided by / (used in) financing activities
|
6,351
|
(491
|
)
|
25,341
|
||||||||
Net increase / (decrease) in cash and cash equivalents and restricted cash
|
7,110
|
(3,595
|
)
|
(4,869
|
)
|
|||||||
Cash and cash equivalents and restricted cash at beginning of period
|
7,444
|
11,039
|
15,908
|
|||||||||
Cash and cash equivalents and restricted cash at end of period
|
14,554
|
7,444
|
11,039
|
|||||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Interest
|
14,144
|
18,504
|
14,661
|
|||||||||
Deposits
|
-
|
4,075
|
-
|
|||||||||
Noncash financing activities:
|
||||||||||||
Shares issued to settle unpaid interest in connection with financing – related party (Note 4)
|
2,115
|
-
|
-
|
|||||||||
Shares issued in lieu of interest payments in connection with financing – related party (Note 4)
|
3,846
|
-
|
-
|
|||||||||
Shares issued to settle deferred finance cost in connection with financing – related party (Note 4)
|
239
|
-
|
-
|
|||||||||
Unpaid interest waived – related party (Note 4)
|
96
|
-
|
-
|
|||||||||
Related party debt drawdown (Note 4)
|
2,000
|
-
|
-
|
|||||||||
Related party debt refinanced (Note 4)
|
(2,000
|
)
|
-
|
-
|
||||||||
Shares issued in connection with financing
|
-
|
1,541
|
-
|
|||||||||
Conversion of related party debt into convertible note
|
-
|
-
|
(4,750
|
)
|
1. |
Basis of Presentation and General Information:
|
a. |
Subsidiaries in Consolidation:
|
Company
|
Country of
Incorporation
|
Vessel name
|
Date of Delivery
|
Date of
Sale/Disposal
|
|||||
Seanergy Management Corp. (1)(3)
|
Marshall Islands
|
N/A
|
N/A
|
N/A
|
|||||
Seanergy Shipmanagement Corp. (1)(3)
|
Marshall Islands
|
N/A
|
N/A
|
N/A
|
|||||
Sea Glorius Shipping Co. (1)
|
Marshall Islands
|
Gloriuship
|
November 3, 2015
|
N/A
|
|||||
Sea Genius Shipping Co. (1)
|
Marshall Islands
|
Geniuship
|
October 13, 2015
|
N/A
|
|||||
Leader Shipping Co. (1)
|
Marshall Islands
|
Leadership
|
March 19, 2015
|
N/A
|
|||||
Premier Marine Co. (1)
|
Marshall Islands
|
Premiership
|
September 11, 2015
|
N/A
|
|||||
Gladiator Shipping Co. (1)(Note 7)
|
Marshall Islands
|
Gladiatorship
|
September 29, 2015
|
October 11, 2018
|
|||||
Guardian Shipping Co. (1)(Note 7)
|
Marshall Islands
|
Guardianship
|
October 21, 2015
|
November 19, 2018
|
|||||
Champion Ocean Navigation Co. Limited (1)(6)
|
Malta
|
Championship
|
December 7, 2015
|
November 7, 2018
|
|||||
Squire Ocean Navigation Co. (1)
|
Liberia
|
Squireship
|
November 10, 2015
|
N/A
|
|||||
Emperor Holding Ltd. (1)
|
Marshall Islands
|
N/A
|
N/A
|
N/A
|
|||||
Knight Ocean Navigation Co. (1)(8)(Note 8)
|
Liberia
|
Knightship
|
December 13, 2016
|
June 29, 2018
|
|||||
Lord Ocean Navigation Co. (1)
|
Liberia
|
Lordship
|
November 30, 2016
|
N/A
|
|||||
Partner Shipping Co. Limited (1)(7)
|
Malta
|
Partnership
|
May 31, 2017
|
N/A
|
|||||
Pembroke Chartering Services Limited (1)(4)
|
Malta
|
N/A
|
N/A
|
N/A
|
|||||
Martinique International Corp. (1)(5)
|
British Virgin Islands
|
Bremen Max
|
September 11, 2008
|
March 7, 2014
|
|||||
Harbour Business International Corp. (1)(5)
|
British Virgin Islands
|
Hamburg Max
|
September 25, 2008
|
March 10, 2014
|
|||||
Maritime Capital Shipping Limited (1)
|
Bermuda
|
N/A
|
N/A
|
N/A
|
|||||
Maritime Capital Shipping (HK) Limited (2)(3)
|
Hong Kong |
N/A
|
N/A
|
N/A
|
|||||
Maritime Glory Shipping Limited (2)
|
British Virgin Islands
|
Clipper Glory |
May 21, 2010 |
December 4, 2012
|
|||||
Maritime Grace Shipping Limited (2)
|
British Virgin Islands
|
Clipper Glory | May 21, 2010 |
October 15, 2012
|
|||||
Atlantic Grace Shipping Limited (2)(5) |
British Virgin Islands
|
N/A
|
N/A
|
N/A
|
|||||
Fellow Shipping Co. (1)(Note 7) |
Marshall Islands
|
Fellowship |
November 22, 2018
|
N/A
|
|||||
Champion Marine Co. (1) |
Liberia |
N/A
|
N/A
|
N/A
|
|||||
Champion Marine Co. (1)(8) |
Marshall Islands
|
N/A
|
N/A
|
N/A
|
(1) |
Subsidiaries wholly owned
|
(2) |
Former vessel-owning subsidiaries owned by Maritime Capital Shipping Limited (or “MCS”)
|
(3) |
Management companies
|
(4) |
Chartering services company
|
(5) |
Dormant companies
|
(6) |
Previously known as Champion Ocean Navigation Co., of the Republic of Liberia and redomiciled to the Republic of Malta on May 23, 2018
|
(7) |
Previously known as Partner Shipping Co., of the Republic of the Marshall Islands and redomiciled to the Republic of Malta on May 23, 2018
|
(8) |
Bareboat charterers
|
2. |
Significant Accounting Policies:
|
(a) |
Principles of Consolidation
|
(b) |
Use of Estimates
|
(c) |
Foreign Currency Translation
|
(d) |
Concentration of Credit Risk
|
(e) |
Cash and Cash Equivalents
|
(f) |
Restricted Cash
|
(g) |
Accounts Receivable Trade, Net
|
(h) |
Inventories
|
(i) |
Insurance Claims
|
(j) |
Vessels
|
(k) |
Vessel Depreciation
|
(l) |
Impairment of Long-Lived Assets (Vessels)
|
(m) |
Dry-Docking and Special Survey Costs
|
(n) |
Commitments and Contingencies
|
(o) |
Revenue Recognition
|
December 31,
|
||||||||
2019
|
2018
|
|||||||
Accounts receivable trade, net from spot charters
|
653
|
2,332
|
||||||
Accounts receivable trade, net from time charters
|
1,110
|
317
|
||||||
Total
|
1,763
|
2,649
|
(p) |
Leases
|
December 31,
2019
|
||||
Vessel revenues, net of commissions
|
55,701
|
|||
Voyage expenses
|
(33,109
|
)
|
||
Total
|
22,592
|
December 31,
2019
|
||||
Vessel revenues, net of commissions
|
30,798
|
|||
Voyage expenses
|
(3,532
|
)
|
||
Total
|
27,266
|
Customer
|
2019
|
2018
|
2017
|
|||||||||
A
|
19
|
%
|
26
|
%
|
17
|
%
|
||||||
B |
18
|
%
|
21
|
%
|
-
|
|||||||
C |
15
|
%
|
-
|
-
|
||||||||
D
|
-
|
11
|
%
|
17
|
%
|
|||||||
Total
|
52
|
%
|
58
|
%
|
34
|
%
|
(q) |
Sale and Leaseback Transactions
|
(r) |
Commissions
|
(s) |
Vessel Voyage Expenses
|
(t) |
Repairs and Maintenance
|
(u) |
Financing Costs
|
(v) |
Income Taxes
|
(w) |
Stock-based Compensation
|
(x) |
Earnings (Losses) per Share
|
(y) |
Segment Reporting
|
(z) |
Fair Value Measurements
|
• |
Level 1: Quoted market prices in active markets for identical assets or liabilities;
|
• |
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
|
• |
Level 3: Unobservable inputs that are not corroborated by market data.
|
(aa) |
Debt Modifications and Extinguishments
|
(ab) |
Convertible Notes and related Beneficial Conversion Features
|
(ac) |
Distinguishing Liabilities from Equity
|
(ad) |
Going Concern
|
3.
|
Going Concern:
|
•
|
$65,523 final balloon installments with respect to three of the Company’s debt facilities.
|
•
|
$20,506 debt and other financial liabilities installments with respect to third party lenders.
|
•
|
$28,150 related party loans and notes installments and final balloon installments.
|
4.
|
Transactions with Related Parties:
|
a.
|
Securities Purchase Agreement:
|
b.
|
Convertible Notes:
|
Applicable
limit
|
Debt
discount
|
Accumulated
deficit
|
Debt
|
|||||||||||||
Balance, December 31, 2017
|
17,750
|
(14,389
|
)
|
1,217
|
4,578
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
2,384
|
2,384
|
||||||||||||
Balance, December 31, 2018
|
17,750
|
(14,389
|
)
|
3,601
|
6,962
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
2,200
|
2,200
|
||||||||||||
Balance, December 31, 2019
|
17,750
|
(14,389
|
)
|
5,801
|
9,162
|
Additional
paid-in
capital
|
||||
Balance, December 31, 2017
|
14,189
|
|||
Balance, December 31, 2018
|
14,189
|
|||
Balance, December 31, 2019
|
14,189
|
Applicable
limit
|
Debt
discount
|
Accumulated
deficit
|
Debt
|
|||||||||||||
Balance, December 31, 2017
|
21,165
|
(21,165
|
)
|
2,207
|
2,207
|
|||||||||||
Additions
|
3,500
|
-
|
-
|
-
|
||||||||||||
Amortization (Note 12)
|
-
|
-
|
1,955
|
1,955
|
||||||||||||
Balance, December 31, 2018
|
24,665
|
(21,165
|
)
|
4,162
|
4,162
|
|||||||||||
Amortization (Note 12)
|
-
|
-
|
1,513
|
1,513
|
||||||||||||
Balance, December 31, 2019
|
24,665
|
(21,165
|
)
|
5,675
|
5,675
|
Additional
paid-in
capital
|
||||
Balance, December 31, 2017
|
21,165
|
|||
Balance, December 31, 2018
|
21,165
|
|||
Balance, December 31, 2019
|
21,165
|
c.
|
Loan Agreements:
|
d.
|
Frontier Services Agreement:
|
5.
|
Cash and Cash Equivalents and Restricted Cash:
|
December 31,
2019
|
December 31,
2018
|
|||||||
Cash and cash equivalents
|
13,654
|
6,684
|
||||||
Restricted cash
|
900
|
260
|
||||||
Restricted cash, non-current
|
-
|
500
|
||||||
Total
|
14,554
|
7,444
|
6.
|
Inventories:
|
December 31,
2019
|
December 31,
2018
|
|||||||
Lubricants
|
522
|
556
|
||||||
Bunkers
|
3,340
|
4,733
|
||||||
Total
|
3,862
|
5,289
|
7.
|
Vessels, Net:
|
December 31,
2019
|
December 31,
2018
|
|||||||
Cost:
|
||||||||
Beginning balance
|
270,814
|
275,582
|
||||||
- Additions
|
21,466
|
28,789
|
||||||
- Disposals
|
-
|
(26,290
|
)
|
|||||
- Impairment charges
|
-
|
(7,267
|
)
|
|||||
Ending balance
|
292,280
|
270,814
|
||||||
Accumulated depreciation:
|
||||||||
Beginning balance
|
(27,600
|
)
|
(20,852
|
)
|
||||
- Additions
|
(10,899
|
)
|
(10,793
|
)
|
||||
- Disposals
|
-
|
4,045
|
||||||
Ending balance
|
(38,499
|
)
|
(27,600
|
)
|
||||
Net book value
|
253,781
|
243,214
|
8.
|
Long-Term Debt and Other Financial Liabilities:
|
December31,
2019
|
December 31,
2018
|
|||||||
Long-term debt and other financial liabilities
|
185,509
|
198,607
|
||||||
Less: Deferred financing costs
|
(2,443
|
)
|
(3,386
|
)
|
||||
Total
|
183,066
|
195,221
|
||||||
Less - current portion
|
(183,066
|
)
|
(16,195
|
)
|
||||
Long-term portion
|
-
|
179,026
|
• |
a minimum earnings before interest, taxes, depreciation and amortization (“EBITDA”) to interest coverage ratio;
|
• |
a minimum borrower’s liquidity;
|
• |
a minimum guarantor’s liquidity;
|
• |
a security coverage requirement; and
|
• |
a leverage ratio.
|
Twelve month periods ending
|
Amount
|
|||
December 31, 2020
|
82,726
|
|||
December 31, 2021
|
14,058
|
|||
December 31, 2022
|
43,960
|
|||
December 31, 2023
|
21,011
|
|||
Thereafter
|
23,754
|
|||
Total
|
185,509
|
9.
|
Financial Instruments:
|
• |
Level 1: Quoted market prices in active markets for identical assets or liabilities;
|
• |
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data;
|
• |
Level 3: Unobservable inputs that are not corroborated by market data.
|
(a)
|
Significant Risks and Uncertainties, including Business and Credit Concentration
|
(b)
|
Fair Value of Financial Instruments
|
a. |
Cash and cash equivalents, restricted cash, accounts receivable trade, other current assets and trade accounts and other payables: the carrying amounts approximate fair value because of the short maturity of these
instruments. The carrying value approximates the fair market value for interest bearing cash classified as restricted cash, non-current.
|
b. |
Long-term debt and other financial liabilities: The carrying value of long-term debt and other financial liabilities with variable interest rates approximates the fair market value as the long-term debt and other financial
liabilities bear interest at floating interest rate. The fair value of fixed interest long-term debt is estimated using prevailing market rates as of the period end. The Company believes
the terms of its fixed interest long-term debt are similar to those that could be procured as of December 31, 2019, and the carrying value of $7,000 approximates the fair market value of $6,907. The fair value of the fixed interest long-term debt has been obtained through Level 2 inputs of the fair value hierarchy.
|
10. |
Commitments and Contingencies:
|
Twelve month periods ending December 31,
|
Amount
|
|||
2020
|
45,736
|
|||
2021
|
44,234
|
|||
2022
|
29,475
|
|||
2023
|
5,035
|
|||
Total
|
124,480
|
Twelve month periods ending December 31,
|
Amount
|
|||
2020
|
127
|
|||
2021
|
180
|
|||
2022
|
182
|
|||
2023
|
53
|
|||
Total
|
542
|
|||
Less: imputed interest
|
116
|
|||
Present value of lease liabilities
|
426
|
|||
Lease liabilities, current
|
108
|
|||
Lease liabilities, non-current
|
318
|
|||
Present value of lease liabilities
|
426
|
11.
|
Capital Structure:
|
(a)
|
Common Stock
|
(b)
|
Warrants
|
Warrant
|
Shares to be issued upon
exercise of remaining
warrants
|
||
Class A
|
766,666
|
||
Class B
|
6,653,529
|
||
Representative Warrant
|
210,000
|
||
Total
|
7,630,195
|
12.
|
Interest and Finance Costs:
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Interest on long-term debt and other financial liabilities
|
13,630
|
14,819
|
11,698
|
|||||||||
Amortization of debt issuance costs
|
738
|
1,173
|
518
|
|||||||||
Amortization of shares issued to third party (non-cash)
|
402
|
-
|
-
|
|||||||||
Other
|
446
|
423
|
61
|
|||||||||
Total
|
15,216
|
16,415
|
12,277
|
Year ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Interest on long-term debt - related party
|
420
|
1,724
|
1,182
|
|||||||||
Amortization of debt issuance costs related party
|
240
|
7
|
13
|
|||||||||
Convertible notes interest expense
|
751
|
2,811
|
1,800
|
|||||||||
Convertible notes amortization of debt discount (non-cash)
|
3,713
|
4,339
|
2,127
|
|||||||||
Amortization of shares issued to related party (non-cash)
|
3,505
|
-
|
-
|
|||||||||
Total
|
8,629
|
8,881
|
5,122
|
13.
|
Loss per Share:
|
For the years ended December 31,
|
||||||||||||
2019
|
2018
|
2017
|
||||||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
||||||
Weighted average common shares outstanding – basic and diluted
|
15,332,755
|
2,507,087
|
2,389,719
|
|||||||||
Net loss per common share – basic and diluted
|
$
|
(0.76
|
)
|
$
|
(8.40
|
)
|
$
|
(1.35
|
)
|
14.
|
Equity Incentive Plan:
|
Number of
Shares
|
Weighted
Average
Grant
Date Price
|
|||||||
Outstanding at December 31, 2016
|
43,514
|
$
|
25.05
|
|||||
Vested
|
(18,340
|
)
|
26.55
|
|||||
Outstanding at December 31, 2017
|
25,174
|
$
|
24.00
|
|||||
Granted
|
84,000
|
15.53
|
||||||
Vested
|
(71,607
|
)
|
15.53
|
|||||
Forfeited
|
(3,066
|
)
|
18.60
|
|||||
Outstanding at December 31, 2018
|
34,501
|
$
|
16.35
|
|||||
Granted
|
144,000
|
9.15
|
||||||
Vested
|
(130,499
|
)
|
7.02
|
|||||
Forfeited
|
(333
|
)
|
9.15
|
|||||
Outstanding at December 31, 2019
|
47,669
|
$
|
8.36
|
15.
|
Subsequent Events
|
a) |
On January 14, 2020, the Company received a second written notification from the NASDAQ Stock Market, indicating that the Company is eligible for an additional
180 calendar day period, from January 13, 2020 to July 13, 2020, to regain compliance with the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, as the Company was not in
compliance with Nasdaq Listing Rule 5550(a)(2). The Company can cure this deficiency if the closing bid price of its common stock is $1.00 per share or higher for at least ten consecutive business days during the grace period.
During this time, the Company’s common stock will continue to be listed and trade on the Nasdaq Capital Market.
|
b) |
On February 24, 2020, the Compensation Committee granted an aggregate of 2,500,000 restricted shares of common stock pursuant to the Plan. Of the total 2,500,000 shares issued, 720,000 shares were
granted to the non-executive members of the board of directors, 685,000 were granted to the executive officers, 970,000 shares were granted to certain of the Company’s non-executive employees and 125,000 shares were granted to
the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $0.32. All the shares will vest in equal tranches on each of the grant date, October 1, 2020 and October
1, 2021.
|
c) |
On February 24, 2020, the Company received approval from the credit committee of Alpha Bank A.E. to, inter alia, amend the applicable thresholds and extend the
maturities of the two credit facilities with the bank to December 31, 2022. This approval is subject to completion of definitive documentation.
|
2019
|
2018
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
7,163
|
792
|
||||||
Restricted cash
|
50
|
50
|
||||||
Other current assets
|
278
|
222
|
||||||
Total current assets
|
7,491
|
1,064
|
||||||
Non-current assets:
|
||||||||
Investments in subsidiaries*
|
62,484
|
52,999
|
||||||
Total non-current assets
|
62,484
|
52,999
|
||||||
TOTAL ASSETS
|
69,975
|
54,063
|
||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
||||||||
Current liabilities:
|
||||||||
Convertible notes, net of deferred finance costs of $17 and NIL, respectively
|
2,588
|
-
|
||||||
Due to related parties, net of deferred finance costs of $113 and NIL, respectively
|
24,237
|
-
|
||||||
Trade accounts and other payables
|
883
|
433
|
||||||
Accrued liabilities
|
389
|
1,854
|
||||||
Total current liabilities
|
28,097
|
2,287
|
||||||
Non-current liabilities:
|
||||||||
Due to related parties, non-current, net of deferred finance costs of NIL and NIL, respectively
|
-
|
19,349
|
||||||
Long-term portion of convertible notes, net of deferred finance costs of $212 and NIL, respectively
|
12,020
|
11,124
|
||||||
Total liabilities
|
40,117
|
32,760
|
||||||
Commitments and contingencies
|
-
|
-
|
||||||
STOCKHOLDERS EQUITY
|
||||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued
|
-
|
-
|
||||||
Common stock, $0.0001 par value; 500,000,000 authorized shares as at December 31, 2019 and 2018; 26,900,050 and 2,666,184 shares issued and outstanding as at
December 31, 2019 and 2018, respectively
|
3
|
-
|
||||||
Additional paid-in capital
|
406,096
|
385,846
|
||||||
Accumulated deficit
|
(376,241
|
)
|
(364,543
|
)
|
||||
Total Stockholders’ equity
|
29,858
|
21,303
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
69,975
|
54,063
|
2019
|
2018
|
2017
|
||||||||||
Expenses:
|
||||||||||||
General and administration expenses
|
(3,136
|
)
|
(3,380
|
)
|
(2,642
|
)
|
||||||
Operating loss
|
(3,136
|
)
|
(3,380
|
)
|
(2,642
|
)
|
||||||
Other (expenses) / income, net:
|
||||||||||||
Interest and finance cost – related party
|
(8,629
|
)
|
(8,881
|
)
|
(5,122
|
)
|
||||||
Gain on debt refinancing
|
-
|
-
|
11,392
|
|||||||||
Other, net
|
(22
|
)
|
(327
|
)
|
(29
|
)
|
||||||
Total other (expenses) / income, net
|
(8,651
|
)
|
(9,208
|
)
|
6,241
|
|||||||
Equity in loss of subsidiaries*
|
89
|
(8,470
|
)
|
(6,834
|
)
|
|||||||
Net loss
|
(11,698
|
)
|
(21,058
|
)
|
(3,235
|
)
|
||||||
Net loss per common share
|
||||||||||||
Basic
|
(0.76
|
)
|
(8.40
|
)
|
(1.35
|
)
|
||||||
Weighted average common shares outstanding
|
||||||||||||
Basic
|
15,332,755
|
2,507,087
|
2,389,719
|
2019
|
2018
|
2017
|
||||||||||
Net cash (used in) / provided by operating activities
|
(4,090
|
)
|
(5,609
|
)
|
6,314
|
|||||||
Cash flows used in investing activities:
|
||||||||||||
Investments in subsidiaries
|
(7,764
|
)
|
2,413
|
(40,972
|
)
|
|||||||
Net cash (used in) / provided by investing activities
|
(7,764
|
)
|
2,413
|
(40,972
|
)
|
|||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions
|
13,225
|
-
|
2,637
|
|||||||||
Proceeds from convertible notes
|
-
|
-
|
9,000
|
|||||||||
Proceeds from related party debt
|
5,000
|
2,000
|
16,200
|
|||||||||
Net cash provided by financing activities
|
18,225
|
2,000
|
27,837
|
|||||||||
Net increase / (decrease) in cash and cash equivalents and restricted cash
|
6,371
|
(1,196
|
)
|
(6,821
|
)
|
|||||||
Cash and cash equivalents and restricted cash at beginning of period
|
842
|
2,038
|
8,859
|
|||||||||
Cash and cash equivalents and restricted cash at end of period
|
7,213
|
842
|
2,038
|
|||||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||||||
Cash paid during the period for:
|
||||||||||||
Interest
|
164
|
3,648
|
2,773
|
|||||||||
Noncash financing activities:
|
||||||||||||
Shares issued to settle unpaid interest in connection with financing – related party
|
2,115
|
-
|
-
|
|||||||||
Shares issued in lieu of interest payments in connection with financing – related party
|
3,846
|
-
|
-
|
|||||||||
Shares issued to settle deferred finance cost in connection with financing – related party
|
239
|
-
|
-
|
|||||||||
Unpaid interest waived – related party
|
96 | |||||||||||
Related party debt drawdown
|
2,000
|
-
|
-
|
|||||||||
Related party debt refinanced
|
(2,000
|
)
|
-
|
-
|
||||||||
Shares issued in connection with financing
|
-
|
1,541
|
-
|
|||||||||
Conversion of related party debt into convertible note
|
-
|
-
|
(4,750
|
)
|
1. |
Basis of Presentation
|
2. |
Transactions with Related Parties
|
3. |
Guarantee
|
4. |
Restrictions Which Limit the Payment of Dividends
|
FOURTH SUPPLEMENTAL AGREEMENT
in relation to a Loan Agreement dated 6th March, 2015
for a loan facility of (initially) up to US$8,750,000
|
CLAUSE
|
HEADINGS
|
PAGE
|
1.
|
DEFINITIONS
|
2
|
2.
|
BORROWER’S ACKNOWLEDGMENT OF INDEBTEDNESS
|
3
|
3.
|
REPRESENTATIONS AND WARRANTIES
|
3
|
4.
|
AGREEMENT OF THE LENDER
|
5
|
5.
|
CONDITIONS
|
5
|
6.
|
VARIATIONS TO THE PRINCIPAL AGREEMENT
|
6
|
7.
|
WAIVER OF CERTAIN COVENANTS
|
9
|
8.
|
CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS
|
10
|
9.
|
ENTIRE AGREEMENT AND AMENDMENT
|
10
|
10.
|
FEES AND EXPENSES
|
10
|
11.
|
MISCELLANEOUS
|
11
|
12.
|
LAW AND JURISDICTION
|
11
|
(1) |
ALPHA BANK A.E., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting, except as
otherwise herein provided through its office at 93 Akti Miaouli, Piraeus, Greece (hereinafter called the “Lender”, which expression shall include its successors and assigns); and
|
(2) |
LEADER SHIPPING CO., a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands having its registered office at
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “Borrower”, which expression shall
include its successors);
|
(A) |
the Borrower hereby acknowledges and confirms that (a) the Lender has advanced to the Borrower the full amount of the Loan in the principal amount of United States Dollars Eight million seven hundred fifty thousand Dollars (US$8,750,000) and (b) as of the Effective Date the principal amount of United States Dollars Five Million Five Hundred Two Thousand Nine Hundred Fifty Three and six cents ($5,502,953.06) in respect of the Loan remains outstanding;
|
(B) |
pursuant to a guarantee dated 17th March 2015 as amended and/or supplemented by (a) a deed of amendment of guarantee
dated 23rd December, 2015 (the “Guarantee
Deed of Amendment No. 1”), (b) a second deed of amendment of guarantee dated 28th July, 2016 (the “Guarantee Deed of Amendment No. 2”) and (b) a third deed of amendment of guarantee dated
29th June, 2018 (the “Guarantee
Deed of Amendment No. 3”) (the said guarantee as amended and/or supplemented by the Guarantee Deed of Amendment No. 1, the Guarantee Deed of Amendment No. 2 and the Guarantee Deed of Amendment No. 3 is hereinafter called the “Corporate Guarantee”) Seanergy Maritime Holdings Corp., of the
Marshall Islands (the “Corporate Guarantor”) irrevocably and unconditionally guaranteed the due and timely repayment of the Loan and interest and default interest accrued thereon and the performance
of all the obligations of the Borrower under the Loan Agreement and the Security Documents executed in accordance thereto;
|
(C) |
the Borrower and the other Security Parties have requested the Lender to grant its consent to (inter alia):
|
(a) |
the waiver of the excess earnings mechanism set out in Clause 13.2 (Earnings Account) of the Principal
Agreement for the Financial Years ending 31 December 2018 and 31 December 2019;
|
(b) |
the temporary waiver (from 1st January 2019 until the 31st of December
2019) of the minimum liquidity covenant set out in Clause 8.1(j) (Liquidity) of the Principal Agreement; For
the avoidance of doubt, the minimum liquidity covenant is only waived in relation to the Earnings Account of the Borrower and not in relation to any other account of the Borrower or the Corporate Guarantor or the Group;
|
(c) |
the amendment of the repayment schedule set out in Clause 4.1 (Repayment) of the Principal Agreement;
|
(d) |
the amendment of the Leverage covenant and the EBITDA covenant provided in Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement,
|
1.1 |
Defined terms and expressions
|
1.2 |
Additional definitions
|
1.3 |
Construction
|
(a) |
Where the context so admits words importing the singular number only shall include the plural and vice versa and words importing persons shall include firms and corporations;
|
(b) |
clause headings are inserted for convenience of reference only and shall be ignored in construing this Agreement;
|
(c) |
references to Clauses are to clauses of this Agreement save as may be otherwise expressly provided in this Agreement; and
|
(d) |
all capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
|
2.
|
BORROWER’S ACKNOWLEDGMENT OF INDEBTEDNESS
|
3.2 |
Additional representations and warranties
|
a. |
the Borrower is duly formed, is validly existing and in good standing under the laws of the place of its incorporation and has full power to carry on its business as it is now being conducted and to enter into and perform its obligations
under the Principal Agreement and this Agreement and has complied with all statutory and other requirements relative to its business and does not have an established place of business in any part of the United Kingdom or the USA;
|
b. |
all necessary licences, consents and authorities, governmental or otherwise under this Agreement and the Principal Agreement have been obtained and, as of the date of this Agreement, no further consents or authorities are necessary for
any of the Security Parties to enter into this Agreement or otherwise perform its obligations hereunder;
|
c. |
this Agreement constitutes the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;
|
d. |
the execution and delivery of, and the performance of the provisions of this Agreement do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual restriction binding on any of the
Security Parties or its respective constitutional documents;
|
e. |
no action, suit or proceeding is pending or threatened against the Borrower or its assets before any court, board of arbitration or administrative agency which could or might result in any material adverse change in the business or
condition (financial or otherwise) of any of the Borrower or the other Security Parties;
|
f. |
the Borrower is not and at the Effective Date will not be in default under any agreement by which it is or will be at the Effective Date bound or in respect of any financial commitment, or obligation;
|
g. |
the Corporate Guarantor maintains Corporate Liquidity (including any contractually committed but undrawn parts of the Notes) in an amount equal to $500,000 per Fleet Vessel and an amount equal to
$500,000 for the Vessel is maintained in the Earnings Account outside of the waiver period as aforementioned;
|
h. |
No US Tax Obligor: Neither the Borrower nor the Corporate Guarantor is a US Tax Obligor; and
|
i. |
Sanctions:
|
(i) |
neither the Borrower nor the Corporate Guarantor is a Prohibited Person nor is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person and none of the Borrower or the Corporate
Guarantor owns nor controls a Prohibited Person; and
|
(ii) |
no proceeds of the Loan have been made available, directly or indirectly, to or for the benefit of a Prohibited Person or otherwise shall be, directly or indirectly, applied in a manner or for a purpose prohibited by Applicable
Sanctions; and
|
3.3 |
Survival
|
a. |
a certified true copy of the certificate of good standing or other equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrower and the Corporate Guarantor;
|
b. |
duly legalised resolutions duly passed by the Board of Directors of the Borrower and the Corporate Guarantor and duly legalised resolutions passed at a meeting of the shareholders of the Borrower and the Corporate Guarantor (and of any
corporate shareholder thereof), if applicable, evidencing approval of this Agreement or the Guarantee Deed of Amendment No. 4 and/or the DOC Amendment 2 as defined hereinbelow (as the case may be) and
authorising appropriate officers or attorneys–in-fact to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the
Lender;
|
c. |
all documents evidencing any other necessary action or approvals or consents with respect to this Agreement or the Guarantee Deed of Amendment No. 4, including, but not limited to, certified and
duly legalised Certificates of Incumbency issued by any of the Directors of the Borrower and the Corporate Guarantor evidencing approval of this Agreement or the Guarantee Deed of Amendment No. 4 and/or
the DOC Amendment 2 as defined hereinbelow (and authorising appropriate officers or attorneys-in-fact to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such
approvals and authorisations as shall be acceptable to the Lender;
|
d. |
the original of any power(s) of attorney issued in favour of any person executing this Agreement or the Guarantee Deed of Amendment No. 4 and/or the DOC
Amendment 2 as defined hereinbelow on behalf of the Borrower and the Corporate Guarantor;
|
e. |
all documents evidencing any other necessary action or approvals or consents with respect to this Agreement; evidence satisfactory to the Lender that the Corporate Guarantor maintains Liquidity in an amount equal to $500,000 per Fleet
Vessel; and
|
f. |
such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors as the Lender shall require.
|
5.2 |
Benefit
|
b. |
with effect as from the 25th February 2019, the following definitions of Clause 1.2 (Definitions) of the Principal Agreement shall be amended so as
to read as follows:
|
c. |
with effect as from the 25th February 2019, Clause 4.1 (Repayment) of the Principal Agreement shall be
deleted and replaced to read as follows:
|
(a) |
1st to 4th(both incl.) United States Dollars
One hundred thousand ($100,000)each; and
|
(b) |
5th United States Dollars Two hundred fifty thousand ($250,000);
|
d. |
with effect as from the 25th February 2019, Clause 8.1 (j) (Liquidity) of the Principal Agreement shall be
deleted and replaced to read as follows:
|
e. |
with effect as from the 25th February 2019, sub-clause (b) (Leverage) of Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement shall be deleted and replaced to read as follows:
|
f. |
with effect as from the 25th February 2019, sub-clause (c) (EBITDA) of Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement shall be deleted and replaced to read as follows:
|
g. |
with effect as from the 25th February 2019, Schedule 3 of the Principal Agreement shall be deleted and replaced to read as follows:
|
To:
|
ALPHA BANK A.E.
|
93 Akti Miaouli,
|
|
Piraeus, Greece
|
|
(the “Lender”)
|
|
From:
|
LEADER SHIPPING CO.,
|
of the Marshall Islands
|
|
(the “Borrower”)
|
|
Dated: [●], 20[●]
|
RE: |
Loan Agreement dated [●] March, 2015 made between (1) the Borrower and (2) the Lender, in respect of a loan facility of up to US$8,750,000 (the “Loan Agreement”).
|
1.
|
Financial Covenants:
|
(a) |
the Leverage Ratio has not been and at the date hereof is not higher than 0.85:1 (applicable for the time period beginning on 1st
January 2019 and ending on 31st March 2020) OR the Leverage Ratio has not been and at the date hereof is not higher than 0.75:1 (applicable for all other periods ) ; and
|
(b) |
the consolidated interest cover ratio (EBITDA to Net Interest Expense) is not lower than 1:1 commencing on 1st January 2019
(applicable for the time period beginning on 1st January 2019and ending on 31st March 2020) OR the consolidated interest cover ratio (EBITDA to Net Interest Expense) is not lower than 2:1 (applicable for all other periods); and
|
2.
|
Default:
|
Signed: |
Name: [………………………….]
|
Title: Chief Financial Officer”
|
7.2 |
Excess earnings mechanism
|
9.1 |
Entire Agreement
|
9.2 |
Supplemental – Effect on Principal Agreement
|
10. |
FEES AND EXPENSES
|
10.1 |
Up-front fee
|
10.2 |
Indemnity
|
10.3 |
Stamp duty etc.
|
11. |
MISCELLANEOUS
|
12. |
LAW AND JURISDICTION
|
12.1 |
Governing Law
|
THE BORROWER
|
|||
SIGNED by
|
)
|
||
Mrs. Maria Moschopoulou
|
)
|
||
for and on behalf of
|
)
|
/s/ Maria Moschopoulou
|
|
LEADER SHIPPING CO.
|
)
|
||
of the Marshall Islands, in the presence of:
|
)
|
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri |
Name
|
Lilian Kouleri
|
|
Address:
|
13 Defteras Merarchias Str.,
|
|
Piraeus, Greece
|
||
Occupation:
|
Attorney-at-law
|
SIGNED by
|
)
|
/s/ Konstantinos Flokos
|
|
Mr. Konstantinos Flokos
|
)
|
||
and Mrs. Chrysanthi Papathanasopoulou
|
)
|
Attorney-in-fact
|
|
for and on behalf of
|
)
|
||
ALPHA BANK A.E.
|
)
|
/s/ Chrysanthi Papathanasopoulou
|
|
in the presence of:
|
)
|
||
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri |
Name:
|
Lilian Kouleri
|
|
Address:
|
13 Defteras Merarchias Str.,
|
|
Piraeus, Greece | ||
Occupation:
|
Attorney-at-law
|
$4,000,000
|
Athens, Greece
|
May 29, 2019
|
THE MAKER:
|
|||
SEANERGY MARITIME HOLDINGS CORP.
|
|||
By:
|
/s/ Stamatios Tsantanis |
|
Name:
|
Stamatios Tsantanis |
|
Title:
|
Chief Executive Officer |
THE HOLDER:
|
|||
JELCO DELTA HOLDING CORP.
|
|||
By:
|
/s/ Alastair Macdonald |
Name:
|
Alastair Macdonald | ||
Title:
|
Director |
Name and Address of Investor
|
Principal Amount Owned as of
29 May 2019
|
|||
Jelco Delta Holding Corp.
|
$
|
3,800,000
|
||
c/o Western Isles
Jardine House, 4th Floor,
33-35 Reid Street
P.O. Box HM 1431
Hamilton HM FX, Bermuda
|
(B) |
Confirmation of Agreement. Except as expressly set forth herein, the Note is ratified and confirmed in all respects and shall
remain in full force and effect in accordance with its terms, and each reference in the Note to “this Note” shall mean the Note as amended by this Twelfth Amendment.
|
(C) |
Counterparts; Effectiveness. This Twelfth Amendment may be executed in any number of counterparts (including by facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same
document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Twelfth Amendment shall become effective
when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.
|
(D) |
Governing Law; Consent to Jurisdiction. This Twelfth
Amendment shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof). Any dispute regarding this Twelfth
Amendment shall be exclusively referred to arbitration in London and conducted in accordance with the Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof,
and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one
arbitrator and the two so appointed shall appoint the third who shall act as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint
its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the third arbitrator shall
be appointed by the President of the London Maritime Arbitrators Association (“LMAA”) at the time within twenty one days of the two arbitrators being appointed. The arbitration shall be conducted in accordance with the terms of the
LMAA then in effect. The parties agree that any tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings in relation to any and all disputes arising out of or in
connection with this Twelfth Amendment or the other documents contemplated thereby, which involve common questions of fact or law, and to make any orders ancillary to the same, including,
without limitation, any orders relating to the procedures to be followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to be heard by a maximum of three arbitrators, each party
to have the right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant tribunals) and/or as to the constitution of the tribunal
for any such consolidated proceedings, each party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of the proceedings and/or constitution of such tribunal.
|
THE MAKER:
|
SEANERGY MARITIME HOLDINGS CORP.
|
/s/ Stamatios Tsantanis
|
By:
|
Name: Stamatios Tsantanis | |||
Title: Chief Executive Officer |
THE HOLDER:
|
|
JELCO DELTA HOLDING CORP.
|
/s/ Alastair Macdonald
|
By:
|
|||
|
Name: Alastair Macdonald | ||
Title: Director
|
Clause
|
Page
|
|
1
|
Definitions and Interpretation
|
4
|
2
|
Agreement of the Lender
|
5
|
3
|
Conditions Precedent
|
5
|
4
|
Representations
|
5
|
5
|
Amendments to Facility Agreement and other Finance Documents
|
6
|
6
|
Further Assurance
|
12
|
7
|
Costs and Expenses
|
12
|
8
|
Notices
|
12
|
9
|
Counterparts
|
12
|
10
|
Governing Law
|
12
|
11
|
Enforcement
|
12
|
Schedules
|
||
Schedule 1 Conditions Precedent
|
14
|
|
Execution
|
||
Execution Pages
|
16
|
(1) |
PREMIER MARINE CO., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, MH96960, the Marshall Islands as a borrower ("Borrower A");
|
(2) |
FELLOW SHIPPING CO., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, MH96960, the Marshall Islands as a borrower ("Borrower B" and together with Borrower A, the "Borrowers");
|
(3) |
SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, MH96960, the Marshall Islands as guarantor (the "Guarantor"); and
|
(4) |
UNICREDIT BANK AG as lender (the "Lender").
|
(A) |
By the Facility Agreement, the Lender agreed to make available to the Borrowers a facility of (originally) up to US$52,704,790, of which US$39,840,790 is outstanding at the date of this Agreement.
|
(B) |
The Obligors have requested that the Lender gives its consent to:
|
(a) |
reduce the four Repayment Instalments (as defined in the Facility Agreement) falling due on 26 March 2019, 25 June 2019, 25 September 2019 and 27 December 2019 respectively, each by an amount of US$552,000 (from
US$1,552,000 to US$1,000,000) and increase the Repayment Instalment payable on 29 December 2020 by the deferred amount of US$2,208,000 (from US$30,976,790 to US$33,184,790); and
|
(b) |
amend the financial covenants of the Guarantor under paragraphs (a), (b) and (c) of clause 21.1 (Financial Covenants) of the Facility Agreement,
|
|
|
together, the "Request".
|
(C) |
The Lender agrees to the Request subject to (inter alia) the following conditions:
|
(a) |
execution of a corporate undertaking by the Guarantor in form and substance satisfactory to the Lender;
|
(b) |
supply of a written update of the Guarantor’s Cash (as defined in the Facility Agreement) position on a monthly basis with effect from 26 March 2019 until 27 December 2019; and
|
(c) |
increase of the Applicable Margin to 4.20 per cent. per annum with effect from 26 March 2019 until 27 December 2019 (inclusive).
|
(D) |
This Agreement sets out the terms and conditions on which the Lender agrees, with effect on and from the Effective Date, to the Request and to the consequential amendments of the Facility Agreement and the other
Finance Documents in connection with those matters.
|
(a) |
the Request; and
|
(b) |
the consequential amendments to the Facility Agreement and the other Finance Documents.
|
(a) |
no continuing Event of Default (other than any Event of Default arising out of clauses 21.1 (a), (b) and (c) of the Facility Agreement, in respect of which all rights of the Lender are fully reserved) on the
date of this Agreement and the Effective Date having occurred or resulting from the occurrence of the Effective Date;
|
(b) |
the Repeating Representations to be made by each Obligor being true on the date of this Agreement and the Effective Date; and
|
(a) |
by deleting the definition of "Applicable Margin" from clause 1.1 thereof in its entirety and replacing it with the following:
|
(a) |
during the Waiver Period, 4.20 per cent. per annum; and
|
(b) |
in respect of any six-month period during the Security Period (other than during the Waiver Period):
|
(i) |
3.20 per cent. per annum, if the Security Cover Ratio is less than 125 per cent; or
|
(ii) |
3 per cent. per annum, if the Security Cover Ratio is (i) equal to, or higher than 125 per cent. and (ii) equal to, or less than 166.67 per cent.; or
|
(iii) |
2.75 per cent. per annum, if the Security Cover Ratio is higher than 166.67 per cent,
|
(b) |
by inserting in clause 1.1 thereof the following new definitions in the requisite alphabetical order:
|
(a) |
in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and
investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
|
(b) |
in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time
which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.
|
(a)
|
formally designated, nominated or recommended as the replacement for a Screen Rate by:
|
(i) |
the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or
|
(ii) |
any Relevant Nominating Body,
|
(b)
|
in the opinion of the Lender and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that
Screen Rate; or
|
(c)
|
in the opinion of the Lender and the Borrowers, an appropriate successor to a Screen Rate.
|
(b)
|
|
(A)
|
the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or
|
(ii)
|
the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to
continue to provide that Screen Rate;
|
(iii)
|
the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or
|
(c)
|
the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
|
(d)
|
in the opinion of the Lender and the Borrowers, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.
|
(a) |
in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation
Schedule;
|
(b) |
in relation to any other applicable Bail-In Legislation:
|
(i) |
any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other
financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers
under that Bail-In Legislation that are related to or ancillary to any of those powers; and
|
(ii) |
any similar or analogous powers under that Bail-In Legislation; and
|
(c) |
in relation to any UK Bail-In Legislation:
|
(i) |
any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or
other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers
under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and
|
(ii) |
any similar or analogous powers under that UK Bail-In Legislation.";
|
(c) |
by inserting a new paragraph (e) in the definition of "Finance Documents" in clause 1.1 thereof as follows:
|
(d) |
by deleting the table in clause 6.1 thereof in its entirety and replacing it with the following new table:
|
Date
|
Repayment Instalment Amount ($)
|
||
27 December 2018
|
1,552,000
|
||
26 March 2019
|
1,000,000
|
||
25 June 2019
|
1,000,000
|
||
25 September 2019
|
1,000,000
|
||
27 December 2019
|
1,000,000
|
||
26 March 2020
|
1,552,000
|
||
25 June 2020
|
1,552,000
|
||
25 September 2020
|
1,552,000
|
||
29 December 2020
|
33,184,790
|
(e) |
by inserting the words "(other than during the Waiver Period)" after the words "the Security Period" at the fourth line of the last paragraph of clause 8.1 thereof;
|
(f) |
by inserting the following wording at the end of the last paragraph of clause 8.1 thereof:
|
(g) |
by inserting a new clause 10.6 (Replacement of Screen Rate) thereof as follows:
|
"10.6
|
Replacement of Screen Rate
|
(h) |
by deleting sub-paragraph (a) in clause 21.1 thereof in its entirety and replacing it with the following new sub-paragraph (a):
|
"(a)
|
the Leverage Ratio shall not exceed:
|
(i) |
at any time during the period commencing on 1 May 2018 and ending on 31 March 2020 (inclusive), 85 per cent.; and
|
(ii) |
from 1 April 2020 and at all times thereafter and throughout the remainder of the Security Period, 75 per cent.;";
|
(i) |
by deleting sub-paragraph (b) in clause 21.1 thereof in its entirety and replacing it with the following new sub-paragraph (b):
|
"(b)
|
the ratio of EBITDA to Net Interest Expense shall not be less than:
|
(i) |
at any time during the period commencing on 1 May 2018 and ending on 31 September 2018 (inclusive), 1,20:1;
|
(ii) |
at any time during the period commencing on 1 October 2018 and ending on 31 March 2020 (inclusive), 1:1; and
|
(ii) |
from 1 April 2020 and at all times thereafter and throughout the remainder of the Security Period, 2:1; and";
|
(j) |
by deleting sub-paragraph (c) in clause 21.1 thereof in its entirety and replacing it with the following new sub-paragraph (c):
|
(a) |
by inserting a new clause 33 (Bail-In) thereof as follows:
|
"33
|
Bail-In
|
33.1
|
Contractual recognition of bail-in
|
(a) |
any Bail-In Action in relation to any such liability, including (without limitation):
|
(i) |
a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
|
(ii) |
a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
|
(iii) |
a cancellation of any such liability; and
|
(b) |
a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.",
|
(k) |
the definition of, and references throughout to, each Finance Document shall be construed as if the same referred to that Finance Document as amended and/or supplemented by this Agreement; and
|
(l) |
by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Facility Agreement as amended and/or supplemented by this Agreement.
|
(a) |
by including in the relevant clause (Incorporation of Facility Agreement provisions) of that Finance Document, a cross reference to clause 33 (bail-in) of the Facility Agreement as amended and supplemented by this Agreement;
|
(b) |
the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement
and those Finance Documents as amended/or and supplemented by this Agreement;
|
(c) |
the definition of, and references throughout each of the Finance Documents to, the Mortgage shall be construed as if the same referred to the Mortgage as amended/or and supplemented by the Mortgage Addendum; and
|
(d) |
by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like expressions as if the same referred to such Finance Documents as amended and/or supplemented by
this Agreement.
|
(a) |
the amendments to the Finance Documents contained or referred to in Clause 5.1 (Specific amendments to the Facility Agreement) and Clause 5.2 (Amendments to Finance Documents) and the Mortgage Addendum; and
|
(b) |
such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.
|
(a) |
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement
or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").
|
(b) |
The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
|
(c) |
This Clause 11.1 (Jurisdiction) is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in
any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.
|
(a) |
Without prejudice to any other mode of service allowed under any relevant law, each Obligor:
|
(i) |
irrevocably appoints Messrs E. J. C. Album Solicitors, presently of Landmark House, 190 Willifield Way, London NW11 6YA, England (attention: Mr. Edward Album, tel: +44 208 455 7653, fax: +44 208 457 5558
and email: ejca@mitgr.com) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
|
(ii) |
agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
|
(b) |
If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf of all the Obligors) must immediately (and in any event within
14 days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.
|
1 |
Obligors
|
2 |
Premiership Charter
|
2.1 |
Copy of the time charter in respect of Ship A dated 17 October 2018 and made between Borrower A as owner and ST Shipping and Transport Pte. Ltd. (the "Charterer") as
charterer (the "Premiership Charter") and of all documents signed or issued by Borrower A or the Charterer (or both of them) under or in connection with it.
|
2.2 |
Such documentary evidence as the Lender and its legal advisers may require in relation to the due authorisation and execution of the Premiership Charter by each of the parties thereto.
|
3 |
Security
|
3.1 |
A duly executed original of the Mortgage Addendum together with documentary evidence that the Mortgage Addendum has been duly registered as a valid addendum to the Mortgage in accordance with the laws of the
jurisdiction of the applicable Approved Flag.
|
3.2 |
A duly executed original of the Charterparty Assignment related to the Premiership Charter and of each document to be delivered under or pursuant to each of them.
|
3.3 |
A duly executed original of this Agreement.
|
4 |
Legal opinions
|
4.1 |
If an Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Lender in the relevant jurisdiction, substantially in the form distributed to the Lender
before signing this Agreement.
|
4.2 |
Legal opinions of the legal advisers to the Lender in the jurisdiction of the applicable Approved Flag of the Ship and such other relevant jurisdictions as the Lender may require.
|
5 |
Other documents and evidence
|
5.1 |
A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into
and performance of the transactions contemplated by this Agreement, the Mortgage Addendum and the Guarantor’s Letter of Undertaking or for the validity and enforceability of any Finance Document as amended and/or supplemented by this
Agreement or by the Mortgage Addendum.
|
5.2 |
Evidence to the Lender’s satisfaction that the costs and expenses then due from the Borrowers pursuant to Clause 7 (Costs and Expenses) have been paid.
|
5.3 |
Evidence that the agent referred to in Clause 11.2 has accepted its appointment as agent for the service of process under this Agreement.
|
5.4 |
A duly executed original of the Guarantor’s Letter of Undertaking.
|
5.5 |
A written update of the Guarantor’s Cash position for March 2019, April 2019 and May 2019.
|
SIGNED by Stavros Gyftakis
|
)
|
||
duly authorised attorney-in-fact
|
)
|
/s/ Stavros Gyftakis
|
|
for and on behalf of
|
)
|
||
PREMIER MARINE CO.
|
)
|
||
in the presence of:
|
)
|
||
Witness' signature:
|
)
|
||
Witness' name: Maria Stavroula Chroni
|
)
|
/s/ Maria Stavroula Chroni
|
|
Witness' address: 348 Syngrou Avenue
|
|||
176 74 Kallithea
|
|||
Athens, Greece
|
)
|
||
SIGNED by Stavros Gyftakis
|
)
|
||
duly authorised attorney-in-fact
|
)
|
/s/ Stavros Gyftakis
|
|
for and on behalf of
|
)
|
||
FELLOW SHIPPING CO.
|
)
|
||
in the presence of:
|
)
|
||
Witness' signature:
|
)
|
||
Witness' name: Maria Stavroula Chroni
|
)
|
/s/ Maria Stavroula Chroni
|
|
Witness' address: 348 Syngrou Avenue
|
|||
176 74 Kallithea
|
|||
Athens, Greece
|
)
|
||
GUARANTOR
|
|||
SIGNED by Stavros Gyftakis
|
)
|
||
duly authorised attorney-in-fact
|
)
|
/s/ Stavros Gyftakis
|
|
for and on behalf of
|
)
|
||
SEANERGY MARITIME HOLDINGS
|
)
|
||
CORP.
|
)
|
||
in the presence of:
|
)
|
||
Witness' signature:
|
)
|
||
Witness' name: Maria Stavroula Chroni
|
)
|
/s/ Maria Stavroula Chroni
|
|
Witness' address: 348 Syngrou Avenue
|
|||
176 74 Kallithea
|
|||
Athens, Greece
|
)
|
LENDER
|
|||
SIGNED by Andreas Giakoumelos
|
)
|
||
and
|
)
|
/s/ Andreas Giakoumelos
|
|
duly authorised attorneys-in-fact
|
)
|
||
for and on behalf of
|
)
|
||
UNICREDIT BANK AG
|
)
|
||
in the presence of:
|
)
|
||
Witness' signature:
|
)
|
||
Witness' name: Maria Stavroula Chroni
|
)
|
/s/ Maria Stavroula Chroni
|
|
Witness' address: 348 Syngrou Avenue
|
|||
176 74 Kallithea
|
|||
Athens, Greece
|
)
|
THIRD SUPPLEMENTAL AGREEMENT
in relation to a Loan Agreement dated
4th November, 2015
for a loan facility of (initially) up to US$33,750,173
|
TABLE OF CONTENTS | ||
CLAUSE
|
HEADINGS
|
PAGE
|
1.
|
Definitions
|
2
|
2.
|
Borrower’s Acknowledgment of Indebtedness
|
3
|
3.
|
Representations and warranties
|
3
|
4.
|
Agreement of the Lender
|
5 |
5.
|
Conditions
|
5 |
6.
|
Variations to the Principal Agreement
|
6 |
7.
|
Waiver of certain covenants
|
11 |
8.
|
Continuance of Principal Agreement and the Security Documents
|
11 |
9.
|
Entire agreement and amendment
|
11 |
10.
|
Fees and expenses
|
12 |
11.
|
Miscellaneous
|
12 |
12.
|
Applicable law and jurisdiction
|
12 |
(1)
|
ALPHA BANK A.E., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting, except
as otherwise herein provided through its office at 93 Akti Miaouli, Piraeus, Greece (hereinafter called the “Lender”, which expression shall include its successors and assigns);
|
(2)
|
SQUIRE OCEAN NAVIGATION CO., a company duly incorporated and validly existing under the laws of the Republic of Liberia having its
registered office at 80 Broad Street, Monrovia, Republic of Liberia (hereinafter called the “Borrower”, which expression
shall include its successors); and
|
(3)
|
LEADER SHIPPING CO., a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands having its
registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “Collateral Owner”, which
expression shall include its successors);
|
(A) |
the Borrower and the Collateral Owner hereby acknowledge and confirm that (a) the Lender has advanced to the Borrower, the full amount of the Loan in the principal amount of United States Dollars Thirty three million seven hundred
fifty thousand one hundred seventy three ($33,750,173) and (b) as of the Effective Date the principal amount of United States Dollars Twenty Eight Million Six Hundred Eighty Seven Thousand Six Hundred Eight and Fifty cents ($28,687,608.50 ) in respect of the Loan remains outstanding;
|
(B) |
pursuant to a Guarantee dated 4th November 2015 as amended and/or supplemented by a first deed of amendment of guarantee dated 28th July, 2016 (the “First Amendment”) and a second deed of amendment of guarantee dated 29th June 2018 (the “Second Amendment”) (the said Guarantee as amended and/or supplemented by the First Amendment and the
Second Amendment is hereinafter called the “Guarantee”), Seanergy Maritime Holdings Corp., of the Marshall Islands (the “Guarantor”) irrevocably and unconditionally guaranteed the due and timely repayment of the Loan, and the interest and default interest accrued thereon and the performance of all the obligations of the Borrower under the
Loan Agreement and the Security Documents executed in accordance thereto;
|
(C) |
the Borrower and the other Security Parties have requested the Lender to grant its consent to (inter alia):
|
(a) |
the temporary waiver (from 1st January 2019 until the 31st of December 2019) of the minimum liquidity covenant set out in Clause 8.1(j) (Liquidity) of the Principal
Agreement; For the avoidance of doubt, the minimum liquidity covenant is only waived in relation to the Earnings Account of the Borrower and not in relation to any other account of the Borrower or the Guarantor or the Group;
|
(b) |
the amendment of the repayment schedule set out in Clause 4.1 (Repayment) of the Principal Agreement;
|
(c) |
the amendment of the Leverage covenant and the EBITDA covenant provided in Clause 8.6 (Additional Financial Covenants – Compliance Certificate) of the Principal Agreement; and
|
(d) |
the amendment of the Security Requirement set out in Clause 1.2 (Definitions) of the Principal Agreement,
|
1.
|
DEFINITIONS
|
1.1
|
Defined terms and expressions
|
1.2
|
Additional definitions
|
1.3
|
Construction
|
(a)
|
Where the context so admits words importing the singular number only shall include the plural and vice versa and words importing persons shall include firms and corporations;
|
(b)
|
clause headings are inserted for convenience of reference only and shall be ignored in construing this Agreement;
|
(c)
|
references to Clauses are to clauses of this Agreement save as may be otherwise expressly provided in this Agreement; and
|
(d)
|
all capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.
|
2.
|
BORROWER’S ACKNOWLEDGMENT OF INDEBTEDNESS
|
3.
|
REPRESENTATIONS AND WARRANTIES
|
3.1
|
Representations and warranties under the Principal Agreement
|
3.2
|
Additional representations and warranties
|
a.
|
each of the Security Parties is duly formed, is validly existing and in good standing under the laws of the place of its incorporation and has full power to carry on its business as it is now being
conducted and to enter into and perform its obligations under the Principal Agreement and this Agreement and has complied with all statutory and other requirements relative to its business and does not have an established place of
business in any part of the United Kingdom or the USA;
|
b.
|
all necessary licences, consents and authorities, governmental or otherwise under this Agreement and the Principal Agreement have been obtained and, as of the date of this Agreement, no further consents
or authorities are necessary for any of the Security Parties to enter into this Agreement or otherwise perform its obligations hereunder;
|
c.
|
this Agreement constitutes the legal, valid and binding obligations of the Security Parties thereto enforceable in accordance with its terms;
|
d.
|
the execution and delivery of, and the performance of the provisions of this Agreement do not, and will not contravene any applicable law or regulation existing at the date hereof or any contractual
restriction binding on any of the Security Parties or its respective constitutional documents;
|
e.
|
no action, suit or proceeding is pending or threatened against the Borrower and the Collateral Owner or its assets before any court, board of arbitration or administrative agency which could or might
result in any material adverse change in the business or condition (financial or otherwise) of any of the Borrower or the other Security Parties;
|
f.
|
none of the Security Parties is not and at the Effective Date will not be in default under any agreement by which it is or will be at the Effective Date bound or in respect of any financial commitment, or
obligation;
|
g.
|
the Guarantor maintains Corporate Liquidity (including any contractually but undrawn parts of the Notes) in an amount equal to $500,000 per Fleet Vessel and an amount equal to
$500,000 for the Vessel is maintained in the Earnings Account outside of the waiver period as aforementioned;
|
h.
|
No US Tax Obligor: None of the Security Parties is a US Tax Obligor; and
|
i.
|
Sanctions:
|
(i)
|
None of the Security Parties is a Prohibited Person nor is controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person and none of the Borrower, the Collateral
Owner or the Guarantor controls a Prohibited Person; and
|
(ii)
|
no proceeds of the Loan have been made available, directly or indirectly, to or for the benefit of a Prohibited Person or otherwise shall be, directly or indirectly, applied in a manner or for a purpose
prohibited by Applicable Sanctions.
|
3.3
|
Survival
|
4.
|
AGREEMENT OF THE LENDER
|
5.
|
CONDITIONS
|
5.1
|
Conditions precedent
|
a.
|
a certificate of good standing or other equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrower, the Collateral Owner and the
Guarantor;
|
b.
|
duly legalised resolutions duly passed by the Board of Directors of the Borrower, the Collateral Owner and the Guarantor and duly legalised resolutions passed at a meeting of the shareholders of the
Borrower, the Collateral Owner and the Guarantor (and of any corporate shareholder thereof), if applicable, evidencing approval of this Agreement and/or the Collateral Security Documents and/or the Guarantee
Deed of Amendment No. 3 (as the case may be) and authorising appropriate officers or attorneys–in-fact to execute the same and to sign all notices required to be given under this Agreement on its behalf or other evidence of
such approvals and authorisations as shall be acceptable to the Lender;
|
c.
|
all documents evidencing any other necessary action or approvals or consents with respect to this Agreement, including, but not limited to, certified and duly legalised Certificates of Incumbency issued
by any of the Directors of the Borrower, the Collateral Owner and the Guarantor evidencing approval of this Agreement and/or the Guarantee Deed of Amendment No. 3 and authorising appropriate officers or attorneys-in-fact to execute the
same and to sign all notices required to be given under this Agreement on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;
|
d.
|
the original of any power(s) of attorney issued in favour of any person executing this Agreement and/or the Guarantee Deed of Amendment No. 3 on behalf of the Borrower, the Collateral Owner, and the
Guarantor;
|
e.
|
all documents evidencing any other necessary action or approvals or consents with respect to this Agreement;
|
f.
|
such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors as the Lender shall require;
|
g.
|
duly executed originals of the ST Charterparty Assignment, the Guarantee Deed of Amendment No. 3 and, where appropriate, duly registered in favour of the
Lender; and
|
h.
|
evidence satisfactory to the Lender that the Guarantor maintains Liquidity in an amount equal to $500,000 per Fleet Vessel.
|
6.
|
VARIATIONS TO THE PRINCIPAL AGREEMENT
|
6.1
|
Amendments
|
a.
|
with effect as from the 25th February 2019, the following new definition shall be added to Clause 1.2 (Definitions) of the Principal Agreement reading as follows:
|
b.
|
with effect as from the 25th February 2019, the following definitions of Clause 1.2 (Definitions) of the Principal Agreement shall be amended so as to read as follows:
|
c.
|
with effect as from the Effective Date, Clause 4.1 (Repayment) of the Principal Agreement shall be deleted and replaced to read as follows:
|
“4.1 |
Repayment. The Borrower shall and it is expressly undertaken by the Borrower to repay the Loan by (a) eleven (11) consecutive quarterly Repayment Instalments (the “Repayment Instalments”) to be repaid on each of the Repayment Dates so that the first be repaid on 13th
May 2019 and each of the subsequent ones consecutively falling due for payment on each of the dates falling three (3) months after the immediately preceding Repayment Date with the last (the 11th) of such Repayment Instalments
falling due for payment on the Final Maturity Date and (b) the Balloon Instalment , payable on the Final Maturity Date; subject to the provisions of this Agreement, the
amount of each such instalment shall be as follows:
|
(a) |
1st to 3th (both incl.) United States Dollars Eight hundred forty three thousand seven hundred sixty and seventy five cents ($843,760.75) each;
|
(b)
|
4th to 11th (both incl.) United States Dollars Nine hundred eighteen thousand seven hundred sixty and seventy five cents ($918,760.75) each;
|
d.
|
with effect as from the 25th February 2019, Clause 8.1 (j) (Liquidity) of the Principal Agreement shall be deleted and replaced to read as
follows:
|
e.
|
with effect as from the 25th February 2019, sub-clause (b) (Leverage) of Clause 8.6 (Additional Financial
Covenants – Compliance Certificate) of the Principal Agreement shall be deleted and replaced to read as follows:
|
f.
|
with effect as from the 25th February 2019, sub-clause (c) (EBITDA) of Clause 8.6 (Additional Financial
Covenants – Compliance Certificate) of the Principal Agreement shall be deleted and replaced to read as follows:
|
g.
|
with effect as from the 25th February 2019, Schedule 3 of the Principal Agreement shall be deleted and replaced to read as follows:
|
To: |
ALPHA BANK A.E.
|
From: |
SQUIRE OCEAN NAVIGATION CO.,
|
|
Dated: [●], 2018
|
RE: |
Loan Agreement dated [●] November, 2015 made between (1) the Borrower and (2) the Lender, in respect of a loan facility of up to US$33,750,000 (the “Loan Agreement”).
|
1.
|
Financial Covenants:
|
2. |
Default:
|
6.2
|
Security Documents
|
6.3
|
Construction
|
7.
|
WAIVER OF CERTAIN COVENANTS
|
8.
|
CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS
|
9.
|
ENTIRE AGREEMENT AND AMENDMENT
|
9.1
|
Entire Agreement
|
9.2
|
Supplemental – Effect on Principal Agreement
|
10.
|
FEES AND EXPENSES
|
10.1
|
Up-front fee
|
10.2
|
Indemnity
|
10.3
|
Stamp duty etc.
|
11.
|
MISCELLANEOUS
|
12.
|
LAW AND JURISDICTION
|
12.1 |
Governing Law
|
12.2 |
Third Party Rights
|
THE BORROWER
|
|||
SIGNED by
|
)
|
||
Mrs. Maria Moschopoulou
|
)
|
||
for and on behalf of
|
)
|
/s/ Maria Moschopoulou
|
|
SQUIRE OCEAN NAVIGATION CO.
|
)
|
||
of Liberia, in the presence of:
|
)
|
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri
|
||
Name:
|
Lilian Kouleri
|
||
Address:
|
13 Defteras Merarchias Str.,
|
||
Piraeus, Greece
|
|||
Occupation:
|
Attorney-at-law
|
SIGNED by
|
)
|
||
Mrs. Maria Moschopoulou
|
)
|
||
for and on behalf of
|
)
|
/s/ Maria Moschopoulou
|
|
LEADER SHIPPING CO.
|
)
|
||
of Marshall Islands, in the presence of:
|
)
|
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri
|
||
Name:
|
Lilian Kouleri
|
||
Address:
|
13 Defteras Merarchias Str.,
|
||
Piraeus, Greece
|
|||
Occupation:
|
Attorney-at-law
|
SIGNED by
|
)
|
||
Mr. Konstantinos Flokos
|
)
|
/s/ Konstantinos Flokos
|
|
and Mrs. Chrysanthi Papathanasopoulou
|
)
|
Attorney-in-fact
|
|
for and on behalf of
|
)
|
||
ALPHA BANK A.E.
|
)
|
||
in the presence of:
|
)
|
/s/ Chrysanthi Papathanasopoulou
|
|
Attorney-in-fact
|
Witness:
|
/s/ Lilian Kouleri
|
||
Name:
|
Lilian Kouleri
|
||
Address:
|
13 Defteras Merarchias Str.,
|
||
Piraeus, Greece
|
|||
Occupation:
|
Attorney-at-law
|
To: |
SEANERGY MARITIME HOLDINGS CORP.
|
From: |
JELCO DELTA HOLDING CORP.
|
1.1 |
We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:
|
a) |
To delete the definition of “Applicable Margin” in Clause 1.2 (Definitions) of the Facility Agreement in its entirety and replacing it with the
following:
|
(a) |
during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum; and
|
(b) |
during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 8.5 per cent. per annum;”;
|
b) |
To delete Clause 3.4 (Interest Rate) of the Facility Agreement in its entirety and replacing it with the following:
|
(a) |
During the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), interest shall accrue on the Loan at a rate equal to the Applicable Margin; and
|
(b) |
During each Interest Period thereafter, interest shall accrue on the Loan at a rate equal to the sum of (a) the Applicable Margin and (b) the three (3) month London Interbank Offered Rate for deposits in Dollars determined at or
about 11.00 a.m. (London time) two (2) Banking Days prior to the first day of each Interest Period (“LIBOR”).”; and
|
c) |
To construe throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility Agreement) to the “Loan Agreement” as references to the Facility Agreement as
amended and supplemented by this Supplemental Letter.
|
2 |
Governing law and Jurisdiction
|
3 |
Process Agent
|
Yours faithfully
|
|
/s/ Alastair Macdonald
|
|
Alastair Macdonald
|
|
29 May 2019
|
|
for and on behalf of
|
|
Jelco Delta Holding Corp.
|
|
as Lender
|
/s/ Stavros Gyftakis
|
|
Stavros Gyftakis
|
|
29 May 2019
|
|
for and on behalf of
|
|
Seanergy Maritime Holdings Corp.
|
|
as Borrower
|
To: |
SEANERGY MARITIME HOLDINGS CORP.
|
From: |
JELCO DELTA HOLDING CORP.
|
1.1
|
We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:
|
a)
|
To delete the definition of “Applicable Margin” in Clause 1.2 (Definitions) of the Facility Agreement in its entirety and
replacing it with the following:
|
(a)
|
during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum;
|
(b)
|
during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 6 per cent. per annum.”;
|
b)
|
To delete Clause 3.4 (Interest Rate) of the Facility Agreement in its entirety and replacing it with the following:
|
(a)
|
During the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), interest shall accrue on the Loan at a rate equal to the Applicable Margin; and
|
(b)
|
During each Interest Period thereafter, interest shall accrue on the Loan at a rate equal to the sum of (a) the Applicable Margin and (b) the three (3) month London Interbank Offered Rate for deposits in
Dollars determined at or about 11.00 a.m. (London time) two (2) Banking Days prior to the first day of each Interest Period (“LIBOR”).”; and
|
c)
|
To construe throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility Agreement) to the “Loan Agreement” as references to
the Facility Agreement as amended and supplemented by this Supplemental Letter.
|
2
|
Governing law and Jurisdiction
|
3
|
Process Agent
|
Yours faithfully
|
|
/s/ Alastair Macdonald
|
|
|
|
Alastair Macdonald
|
|
29 May 2019
|
|
for and on behalf of
|
|
Jelco Delta Holding Corp.
|
|
as Lender
|
/s/ Stavros Gyftakis
|
|
Stavros Gyftakis
|
|
29 May 2019
|
|
for and on behalf of
|
|
Seanergy Maritime Holdings Corp.
|
|
as Borrower
|
(A) |
Section 3 of the Note is deleted in its entirety and replaced with the following:
|
(B) |
Confirmation of Agreement. Except as expressly set forth herein, the Note is ratified and confirmed in all respects and shall
remain in full force and effect in accordance with its terms, and each reference in the Note to "this Note" shall mean the Note as amended by this Amendment No. 2.
|
(C) |
Counterparts; Effectiveness. This Amendment No. 2 may be executed in any number of counterparts (including by
facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall
constitute one and the same instrument. This Amendment No. 2 shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.
|
(D) |
Governing Law; Consent to Jurisdiction. This Amendment No. 2 shall be governed by and construed in accordance with
the internal laws of the State of New York (without reference to the conflicts of law provisions thereof). Any dispute regarding this Amendment No. 2 shall be exclusively referred to arbitration in London and conducted in accordance
with the Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof, and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes
hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall act as chairman of such panel of arbitrators. Upon receipt by one
party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed
shall appoint the third arbitrator within ten days, failing which the third arbitrator shall be appointed by the President of the London Maritime Arbitrators Association (“LMAA”) at the time within twenty one days of the two
arbitrators being appointed. The arbitration shall be conducted in accordance with the terms of the LMAA then in effect. The parties agree that any tribunal constituted under this Agreement shall have the power to order consolidation
of proceedings or concurrent hearings in relation to any and all disputes arising out of or in connection with this Amendment No. 2 or the other documents contemplated thereby, which involve common questions of fact or law, and to
make any orders ancillary to the same, including, without limitation, any orders relating to the procedures to be followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to be
heard by a maximum of three arbitrators, each party to have the right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant
tribunals) and/or as to the constitution of the tribunal for any such consolidated proceedings, each party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of
the proceedings and/or constitution of such tribunal.
|
THE MAKER:
|
SEANERGY MARITIME HOLDINGS CORP.
|
By: | /s/ Stamatios Tsantanis | ||
Name: Stamatios Tsantanis | |||
Title: Chief Executive Officer |
THE HOLDER:
|
|
JELCO DELTA HOLDING CORP.
|
|
By: | /s/ Alastair B. Macdonald |
Name: Alastair B. Macdonald | |||
Title: Director |
EMPEROR HOLDING LTD.
|
|
As guarantor
|
|
By: | /s/ Stamatios Tsantanis |
|
Name: Stamatios Tsantanis | ||
|
Title: Director |
Clause
|
Page
|
|
1
|
Definitions and Interpretation
|
2
|
2
|
Agreement of the Finance Parties
|
3
|
3
|
Conditions Precedent
|
3
|
4
|
Representations
|
3
|
5
|
Amendments to Facility Agreement and other Finance Documents
|
4
|
6
|
Further Assurance
|
7
|
7
|
Costs and Expenses
|
7
|
8
|
Notices
|
7
|
9
|
Counterparts
|
7
|
10
|
Governing Law
|
8
|
11
|
Enforcement
|
8
|
Schedules
|
||
Schedule 1 The Lenders
|
9
|
|
Schedule 2 Conditions Precedent
|
10
|
|
Execution
|
||
Execution Pages
|
11
|
(1) |
PARTNER SHIPPING CO. LIMITED, a company incorporated in the Republic of Malta whose registered address is at 147/1 St. Lucia Street, Valletta, VLT
1185, Malta as borrower (the "Borrower");
|
(2) |
SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at the Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands as corporate guarantor (the "Corporate Guarantor");
|
(3) |
AMSTERDAM TRADE BANK N.V. as arranger (the "Arranger");
|
(4) |
THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the "Original
Lenders");
|
(5) |
AMSTERDAM TRADE BANK N.V. as agent of the other Finance Parties (the "Facility Agent"); and
|
(6) |
AMSTERDAM TRADE BANK N.V. as security agent for the Secured Parties (the "Security Agent").
|
(A) |
By the Facility Agreement, the Lenders agreed to make available to the Borrower a facility of up to $20,890,000.
|
(B) |
The Borrower has already drawn down the following Advances:
|
(i) |
an Advance under Tranche A in the amount of $16,390,000;
|
(ii) |
an Advance under Tranche B in the amount of $563,635; and
|
(iii) |
an Advance under Tranche C in the amount of $563,635,
|
(C) |
The Obligors have requested that the Lenders and the other Finance Parties give their consent to:
|
(i) |
relax the financial covenants of the Corporate Guarantor under paragraphs (b) and (c) of clause 20.2 (Other financial covenants) of the Facility Agreement;
|
(ii) |
add the Luxembourg flag, the Cypriot flag and the Maltese flag as an Approved Flag in clause 1.1 (Definitions)
of the Facility Agreement; and
|
(iii) |
approve a one-off non-cash dividend distribution in respect of the financial results of the Borrower for the period from 25 May 2018 to 31 December 2018, as a set-off against certain amounts due to related
parties,
|
(D) |
This Agreement sets out the terms and conditions on which the Lenders and the other Finance Parties agree, with effect on and from the Effective Date, at the request of the Obligors, to the Request and to the
consequential amendment of the Facility Agreement and the other Finance Documents in connection with those matters.
|
1 |
DEFINITIONS AND INTERPRETATION
|
1.1 |
Definitions
|
1.2 |
Defined expressions
|
1.3 |
Application of construction and interpretation provisions of Facility Agreement
|
1.4 |
Agreed forms of new, and supplements to, Finance Documents
|
(a) |
in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower and the Facility Agent); or
|
(b) |
in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where clause 42.3 (other exceptions) of the Facility Agreement applies, all the Lenders.
|
1.5 |
Designation as a Finance Document
|
1.6 |
Third party rights
|
2 |
AGREEMENT OF THE FINANCE PARTIES
|
2.1 |
Agreement of the Lenders
|
(a) |
the Request; and
|
(b) |
the consequential amendments to the Facility Agreement and the other Finance Documents.
|
2.2 |
Agreement of the Finance Parties
|
2.3 |
Effective Date
|
3 |
CONDITIONS PRECEDENT
|
(a) |
no Default continuing on the date of this Agreement and the Effective Date or resulting from the occurrence of the Effective Date;
|
(b) |
the Repeating Representations to be made by each Obligor being true on the date of this Agreement and the Effective Date; and
|
(c) |
the Facility Agent having received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent on or before the Effective Date or such later date as the Facility Agent may agree with the Borrower.
|
4 |
REPRESENTATIONS
|
4.1 |
Facility Agreement representations
|
4.2 |
Finance Document representations
|
5 |
AMENDMENTS TO FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS
|
5.1 |
Specific amendments to the Facility Agreement
|
(a) |
by inserting the words "Luxembourg, Cypriot and Maltese" after the words "Marshall Islands" in the definition of "Approved Flag" in clause 1.1 thereof;
|
(b) |
by inserting a new definition of "Article 55 BRRD" in clause 1.1 thereof as follows:
|
(c) |
by deleting the words "Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms" in paragraph (a) of the definition "Bail-In
Legislation" in clause 1.1 thereof and replacing them with the words "Article 55 BRRD";
|
(d) |
by deleting paragraph (b) of the definition of "Bail-In Legislation" in clause 1.1 thereof in its entirety and replacing it with the following new paragraph (b):
|
"(b) |
in relation to any other state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to
time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.";
|
(e) |
by inserting a new definition of "Effective Date" in clause 1.1 thereof as follows:
|
(f) |
by inserting a new definition of "Supplemental Agreement" in clause 1.1 thereof as follows:
|
(g) |
by inserting a new definition of "UK Bail-In Legislation" in clause 1.1 thereof as follows:
|
(h) |
by inserting a new paragraph (c) in the definition of "Write-down and Conversion Powers" in clause 1.1 thereof as follows:
|
"(c)
|
in relation to any UK Bail-In Legislation:
|
(i) |
any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or
other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or
obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers
under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and
|
(ii)
|
any similar or analogous powers under that UK Bail-In Legislation.";
|
(i) |
by deleting clause 19.3 thereof in its entirety and replacing it with the following:
|
(a) |
The Corporate Guarantor shall supply to the Facility Agent, quarterly (for the first three quarters, within 90 days after the end of such quarter and, for the fourth quarter, within 120 days after the year-end),
a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clauses 20 (Financial Covenants) and 24 (Security Cover) as at the date as at which those financial statements were drawn up.
|
(b) |
Each Compliance Certificate shall be signed by a director of the Borrower and, if required to be delivered with the financial statements delivered pursuant to paragraphs (a) and (b) of Clause 19.2 (Financial
statements).
|
(j) |
by inserting the words "(in relation to paragraph (b) below, other than the period commencing on the Effective Date of the Supplemental Agreement and ending on 31 December 2019)" at the end of the first line of
clause 20.2;
|
(k) |
by deleting paragraphs (b) and (c) of clause 20.2 thereof in their entirety and replacing them with the following paragraphs (b) and (c):
|
"(b)
|
the EBITDA to Net Interest Expense Ratio is at least equal to:
|
(i) |
from the date of this Agreement until the Effective Date of the Supplemental Agreement, 1.2:1;
|
(ii) |
from 1 January 2020 until 31 March 2020 (inclusive), 1:1; and
|
(iii) |
from 1 April 2020 and for the remainder of the Security Period, 2:1; and
|
(c) |
the Leverage Ratio does not exceed:
|
(i) |
from the date of this Agreement until 31 March 2020 (inclusive), 85 per cent.; and
|
(ii) |
from 1 April 2020 and for the remainder of the Security Period, 75 per cent.";
|
(l) |
by adding the following paragraph at the end of paragraph (b) of clause 21.18 thereof:
|
(m) |
by inserting new clause 21.24 in clause 21 thereof as follows:
|
"21.24
|
Maintenance of Required Amount
|
(n) |
by inserting new paragraphs 2.3 and 2.4 in Part C (Conditions Precedent to the Utilisation of an Advance under Tranche B or Tranche C) of Schedule 2 thereof as follows:
|
"2.3 |
The unaudited financial statements of the Borrower and the Corporate Guarantor for the financial quarter ending on:
|
(a)
|
in respect of the Advance to be utilised in or around June 2019, 31 March 2019; and
|
(b)
|
in respect of the Advance to be utilised in or around August 2019, 30 June 2019,
|
(a) |
a Compliance Certificate evidencing that no Default is continuing or would result from the utilisation of the proposed Advance; and
|
(b) |
budgets and projections for the next 12-month period in form and substance satisfactory to the Facility Agent, evidencing, to the satisfaction of the Facility Agent, that the Borrower and the Corporate Guarantor
are, and will remain, cash flow positive (after debt service)."
|
(o) |
the definition of, and references throughout to, each Finance Document shall be construed as if the same referred to that Finance Document as amended and supplemented by this Agreement; and
|
(p) |
by construing references throughout to "this Agreement" and other like expressions as if the same referred to the Facility Agreement as amended and supplemented by this Agreement.
|
5.2 |
Amendments to Finance Documents
|
(a) |
the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement
and those Finance Documents as amended and supplemented by this Agreement; and
|
(b) |
by construing references throughout each of the Finance Documents to "this Agreement", "this Deed" and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this
Agreement.
|
5.3 |
Finance Documents to remain in full force and effect
|
(a) |
the amendments to the Finance Documents contained or referred to in Clause 5.1 (Specific amendments to the Facility Agreement) and Clause 5.2 (Amendments to Finance Documents); and
|
(b) |
such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.
|
6 |
FURTHER ASSURANCE
|
7 |
COSTS AND EXPENSES
|
8 |
NOTICES
|
9 |
COUNTERPARTS
|
10 |
GOVERNING LAW
|
11 |
ENFORCEMENT
|
11.1 |
Jurisdiction
|
(a) |
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement
or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute").
|
(b) |
The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
|
(c) |
This Clause 11.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with
jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.
|
11.2 |
Service of process
|
(a) |
Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):
|
(i) |
irrevocably appoints Messrs E. J. C. Album Solicitors, presently of Landmark House, 190 Willifield Way, London NW11 6YA, England (attention: Mr Edward Album, tel: +44 208 455 7653, fax: +44 208 457 5558
and email: ejca@mitgr.com) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
|
(ii) |
agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
|
(b) |
If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within
5 days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.
|
Name of Original Lender Commitment
|
Address for Communication
|
Commitment
|
Amsterdam Trade Bank N.V.
|
Non-Administrative Matters
- Address:
World Trade Center
Tower I, Level 6
Strawinskylaan 1939
1077 XX, Amsterdam
The Netherlands
Attention: Marianthi Milopoulou /
Vassilis Kolovos
Email:
To: m.milopoulou@atbank.nl /
v.kolovos@atbank.nl
Cc: shipping.finance@atbank.nl
Telephone No.: +31 (0) 205 209 271 /
+31 (0) 205 209 204
Administrative Matters
Address:
World Trade Center
Tower I, Level 6
Strawinskylaan 1939
1077 XX, Amsterdam
The Netherlands
Attention: Liujun Zhou
Email:
To: shipping.finance@atbank.nl
Cc: m.milopoulou@atbank.nl/
v.kolovos@atbank.nl
Telephone No.: +31 (0) 205 209 248 /
+31 (0) 205 209 271 /
+31 (0) 205 209 204
|
$20,890,000
|
1 |
Obligors
|
2 |
Documents
|
2.1 |
A duly executed original of this Agreement.
|
3 |
Legal opinion
|
4 |
Other documents and evidence
|
4.1 |
A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the
entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of any Finance Document as amended and supplemented by this Agreement.
|
4.2 |
Evidence that the Borrower maintains an amount of $200,000 (in addition to the Minimum Liquidity Amount) in the Operating Account.
|
4.3 |
Evidence that the costs and expenses then due from the Borrower pursuant to Clause 7 (Costs and Expenses) have
been paid or will be paid by the Effective Date.
|
SIGNED by Stavros Gyftakis
|
||
)
|
||
duly authorised
|
)
|
/s/ Stavros Gyftakis
|
for and on behalf of
|
)
|
|
PARTNER SHIPPING CO. LIMITED
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Maria Moschopoulou
|
)
|
/s/ Maria Moschopoulou
|
Witness' address: 154 Vouliagmenis Avenue
|
||
166 74 Glyfada
|
||
Athens, Greece
|
)
|
SIGNED by Stavros Gyftakis
|
||
)
|
||
duly authorised
|
)
|
/s/ Stavros Gyftakis
|
for and on behalf of
|
)
|
|
SEANERGY MARITIME HOLDINGS CORP.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Maria Moschopoulou
|
)
|
/s/ Maria Moschopoulou
|
Witness' address: 154 Vouliagmenis Avenue
|
||
166 74 Glyfada
|
||
Athens, Greece
|
)
|
SIGNED by Andreas Giakoumelos
|
)
|
|
)
|
||
duly authorised
|
)
|
/s/ Andreas Giakoumelos
|
for and on behalf of
|
)
|
|
AMSTERDAM TRADE BANK N.V.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Tamara Ristic
|
)
|
/s/ Tamara Ristic
|
Witness' address: 348 Syngrou Avenue
|
||
Kallithea 176 74
|
||
Athens, Greece
|
)
|
SIGNED by Andreas Giakoumelos
|
)
|
|
)
|
||
duly authorised
|
)
|
/s/ Andreas Giakoumelos
|
for and on behalf of
|
)
|
|
AMSTERDAM TRADE BANK N.V.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Tamara Ristic
|
)
|
/s/ Tamara Ristic
|
Witness' address: 348 Syngrou Avenue
|
||
Kallithea 176 74
|
||
Athens, Greece
|
)
|
SIGNED by Andreas Giakoumelos
|
)
|
|
)
|
||
duly authorised
|
)
|
/s/ Andreas Giakoumelos
|
for and on behalf of
|
)
|
|
AMSTERDAM TRADE BANK N.V.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Tamara Ristic
|
)
|
/s/ Tamara Ristic
|
Witness' address: 348 Syngrou Avenue
|
||
Kallithea 176 74
|
||
Athens, Greece
|
)
|
SIGNED by Andreas Giakoumelos
|
)
|
|
)
|
||
duly authorised
|
)
|
/s/ Andreas Giakoumelos
|
for and on behalf of
|
)
|
|
AMSTERDAM TRADE BANK N.V.
|
)
|
|
in the presence of:
|
)
|
|
Witness' signature:
|
)
|
|
Witness' name: Tamara Ristic
|
)
|
/s/ Tamara Ristic
|
Witness' address: 348 Syngrou Avenue
|
||
Kallithea 176 74
|
||
Athens, Greece
|
)
|
To: |
PARTNER SHIPPING CO. LIMITED
|
To: |
SEANERGY MARITIME HOLDINGS CORP.
|
From: |
AMSTERDAM TRADE BANK N.V.
|
1 |
We hereby confirm our approval, consent and acceptance of the Request above from the Effective Date, subject to receiving an original of this Letter executed by the Facility Agent and duly acknowledged by the Borrower and the
Guarantor.
|
2 |
Amendments to the Facility Agreement
|
(a) |
by deleting sub-paragraph (b)(i) of clause 24.1 (Minimum required security cover) thereof in its entirety and replacing it with the following new sub-paragraph:
|
"(i) |
during the period commencing on the first Utilisation Date and ending on 30 June 2020 (inclusive), below 140 per cent. of the Loan; and"; and
|
(b) |
by construing throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility Agreement) to the “Facility Agreement” as references to the Facility Agreement
as amended and supplemented by this Letter.
|
3 |
Representations and Warranties
|
4 |
Re-affirmation of Facility Agreement
|
5 |
Costs and Expenses
|
6 |
Notices
|
7 |
Counterparts
|
8 |
Governing law
|
9 |
Process Agent
|
/s/ Iraklis Tsirigotis
|
||
Name: Iraklis Tsirigotis
|
||
For and on behalf of
|
||
AMSTERDAM TRADE BANK N.V.
|
||
acting as Facility Agent on behalf of the Finance Parties
|
/s/ Stavros Gyftakis
|
||
STAVROS GYFTAKIS as Director
|
||
for and on behalf of
|
||
PARTNER SHIPPING CO. LIMITED
|
||
Date: 21 August 2019
|
/s/ Stavros Gyftakis
|
||
STAVROS GYFTAKIS as CFO
|
||
for and on behalf of
|
||
SEANERGY MARITIME HOLDINGS CORP.
|
||
Date: 21 August 2019
|
To: |
SEANERGY MARITIME HOLDINGS CORP.
|
From: |
JELCO DELTA HOLDING CORP.
|
1.1 |
We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:
|
a) |
To delete the definition of “Applicable Interest Rate” in Clause 1.2 (Definitions) of the Facility Agreement in its entirety and replacing it with the
following:
|
(a) |
during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum;
|
(b) |
during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 6 per cent. per annum;
|
(c) |
if the First Repayment Instalment is deferred to the Balloon Repayment Instalment pursuant to Clause 4.2 (Deferral of First Repayment Instalment), at all times thereafter, 8.5 per cent. per
annum;”;
|
b) |
To waive the obligation in Clause 5 (Mandatory Prepayment) of the Facility Agreement of the Borrower to prepay the full or any part of the Loan by utilizing an amount equal to not less than 25
per cent. of the net proceeds of the public offering of securities concluded by the Borrower on 13 May 2019 pursuant to the Form F-1 Registration Statement with No. 333-221058; and
|
c) |
To construe throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility Agreement) to the “Loan Agreement” as references to the Facility Agreement as
amended and supplemented by this Supplemental Letter.
|
2 |
Governing law and Jurisdiction
|
3 |
Process Agent
|
Yours faithfully
|
|
/s/ Alastair Macdonald
|
|
Alastair Macdonald
|
|
29 May 2019
|
|
for and on behalf of
|
|
Jelco Delta Holding Corp.
|
|
as Lender
|
/s/ Stavros Gyftakis
|
|
Stavros Gyftakis
|
|
29 May 2019
|
|
for and on behalf of
|
|
Seanergy Maritime Holdings Corp.
|
|
as Borrower
|
Subsidiary
|
Jurisdiction of Incorporation
|
Seanergy Management Corp.
Martinique International Corp.
Harbour Business International Corp.
Pembroke Chartering Services Limited
Sea Glorius Shipping Co.
Sea Genius Shipping Co.
Seanergy Shipmanagement Corp.
Leader Shipping Co.
Premier Marine Co.
Gladiator Shipping Co.
Guardian Shipping Co.
Fellow Shipping Co.
Champion Ocean Navigation Co. Limited
Squire Ocean Navigation Co.
Maritime Capital Shipping Limited
Maritime Capital Shipping (HK) Limited
Maritime Glory Shipping Limited
Maritime Grace Shipping Limited
Atlantic Grace Shipping Limited
Emperor Holding Ltd.
Lord Ocean Navigation Co.
Knight Ocean Navigation Co.
Partner Shipping Co. Limited
Champion Marine Co.
Champion Marine Co.
|
Marshall Islands
British Virgin Islands
British Virgin Islands
Malta
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Malta
Liberia
Bermuda
Hong Kong
British Virgin Islands
British Virgin Islands
British Virgin Islands
Marshall Islands
Liberia
Liberia
Malta
Liberia
Marshall Islands
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1) |
Registration Statement (Form F-3 No. 333-166697) of Seanergy Maritime Holdings Corp.,
|
(2) |
Registration Statement (Form F-3 No. 333-169813) of Seanergy Maritime Holdings Corp.,
|
(3) |
Registration Statement (Form F-3 No. 333-214967) of Seanergy Maritime Holdings Corp.,
|
(4) |
Registration Statement (Form F-3 No. 333-221058) of Seanergy Maritime Holdings Corp., and
|
(5) |
Registration Statement (Form F-3 No. 333-226796) of Seanergy Maritime Holdings Corp.;
|
Cash and Cash Equivalents and Restricted Cash (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents and Restricted Cash [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:
|
Significant Accounting Policies (Policies) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principles of Consolidation |
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and include the accounts and operating results of Seanergy and its wholly-owned subsidiaries where Seanergy has control. Control is presumed to exist when Seanergy, through direct or indirect ownership, retains the majority of the voting interest. In addition, Seanergy evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements. When the Company does not have a controlling interest in an entity, but exerts a significant influence over the entity, the Company applies the equity method of accounting. All significant intercompany balances and transactions and any intercompany profit or loss on assets remaining with the Group have been eliminated in the accompanying consolidated financial statements. The Company deconsolidates a subsidiary or derecognizes a group of assets when the Company no longer controls the subsidiary or group of assets specified in Accounting Standards Codification (ASC or Codification) 810-10-40-3A. When control is lost, the Company derecognizes the assets and liabilities of the qualifying subsidiary or group of assets. The Financial Accounting Standards Board (“FASB”) concluded that the loss of control and the related deconsolidation of a subsidiary or derecognition of a group of assets specified in ASC 810-10-40-3A is a significant economic event that changes the nature of the investment held in the subsidiary or group of assets. Based on this consideration, a gain or loss is recognized upon the deconsolidation of a subsidiary or derecognition of a group of assets. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates include evaluation of relationships with other entities to identify whether they are variable interest entities, determination of vessel useful lives, allocation of purchase price in a business combination, determination of vessels’ impairment and determination of goodwill impairment. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Foreign Currency Translation |
Seanergy’s functional currency is the United States dollar since the Company’s vessels operate in international shipping markets and therefore primarily transact business in U.S. Dollars. The Company’s books of accounts are maintained in U.S. Dollars. Transactions involving other currencies are translated into the United States dollar using exchange rates that are in effect at the time of the transaction. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated to United States dollars at the foreign exchange rate prevailing at year-end. Gains or losses resulting from foreign currency translation are reflected in the consolidated statement of loss. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Concentration of Credit Risk |
Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of the financial condition of its customers, receives charter hires in advance and generally does not require collateral for its accounts receivable. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents |
Seanergy considers time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
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Restricted Cash |
Restricted cash is excluded from cash and cash equivalents. Restricted cash represents minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Company’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Company, which are legally restricted as to withdrawal or use. In the event that the obligation relating to such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets; otherwise they are classified as non-current assets. |
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Accounts Receivable Trade, Net |
Accounts receivable trade, net at each balance sheet date, includes receivables from charterers for hire, freight and demurrage billings, net of a provision for doubtful accounts. Receivables related to spot voyages are determined to be unconditional and include in Accounts Receivable Trade, Net. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No provision for doubtful accounts was established as of December 31, 2019 and 2018. |
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Inventories |
Inventory is measured at the lower of cost or net realizable value according to the provisions of ASU 2015-11, Inventory. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Cost is determined by the first in, first out method. |
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Insurance Claims |
The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets and for insured crew medical expenses and for legal fees covered by directors’ and officers’ liability insurance. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages or when crew medical expenses are incurred, recovery is probable under the related insurance policies, the claim is not subject to litigation and the Company can make an estimate of the amount to be reimbursed. The classification of the insurance claims into current and non-current assets is based on management’s expectations as to their collection dates. |
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Vessels |
Vessels acquired as a part of a business combination are recorded at fair market value on the date of acquisition. Vessels acquired as asset acquisitions are stated at historical cost, which consists of the contract price less discounts, plus any material expenses incurred upon acquisition (delivery expenses and other expenditures to prepare for the vessel’s initial voyage). Vessels acquired from entities under common control are recorded at historical cost. Subsequent expenditures for conversions and major improvements are capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Expenditures for routine maintenance and repairs are expensed as incurred. |
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Vessel Depreciation |
Depreciation is computed using the straight-line method over the estimated useful life of the vessels (25 years), after considering the estimated salvage value. Salvage value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight ton. Salvage values are periodically reviewed and revised to recognize changes in conditions, new regulations or for other reasons. Revisions of salvage values affect the depreciable amount of the vessels and affect depreciation expense in the period of the revision and future periods. |
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Impairment of Long-Lived Assets (Vessels) |
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolesce or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs, may not be recoverable. The volatile market conditions in the dry bulk market with decreased charter rates and decreased vessel market values are conditions that the Company considers to be indicators of a potential impairment for its vessels. The Company determines undiscounted projected operating cash flows for each vessel and compares it to the vessel’s carrying value. When the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition are less than the vessel’s carrying amount, the Company impairs the carrying amount of the vessel. Measurement of the impairment loss is based on the fair value of the asset as determined by independent valuators and use of available market data. The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the non-fixed days (based on a combination of one year charter rates estimates and the average of the trailing 10-year historical charter rates, excluding outliers) adjusted for commissions, expected off hires due to scheduled maintenance and estimated unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled maintenance. |
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Dry-Docking and Special Survey Costs |
The Company follows the deferral method of accounting for dry-docking costs and special survey costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the expected date of the next dry-docking which is scheduled to become due in 2 to 3 years. Dry-docking costs which are not fully amortized by the next dry-docking period are expensed. |
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Commitments and Contingencies |
Liabilities for loss contingencies, arising from claims, assessments, litigation, fines and penalties, environmental and remediation obligations and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. |
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Revenue Recognition |
Revenues are generated from time charters, bareboat charters and spot charters. A time charter is a contract for the use of a vessel as well as vessel operations for a specific period of time and a specified daily charter hire rate, which is generally payable in advance. A bareboat charter is a contract in which the vessel is provided to the charterer for a fixed period of time at a specified daily rate, which is generally payable in advance. Spot charter agreements are charter hires, where a contract is made in the spot market for the use of a vessel for a specific voyage at a specified charter rate per ton of cargo. Time charter revenue, including bareboat charter revenue, is recorded over the term of the charter agreement as the service is provided and collection of the related revenue is reasonably assured. Under a time charter, revenue is adjusted for a vessel’s off hire days due to major repairs, dry dockings or special or intermediate surveys (Note 2(p)). Spot charter revenue is recognized on a pro-rata basis over the duration of the voyage, when a voyage agreement exists, the price is fixed or determinable, service is provided and the collection of the related revenue is reasonably assured. Demurrage income, which is considered a form of variable consideration and is recognized as the performance obligation is satisfied, is included in voyage revenues, and represents payments by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter agreements. Demurrage income for the years ended December 31, 2019, 2018 and 2017 was $1,528, $2,108 and $1,935, respectively. Despatch expense, which is considered a form of variable consideration and is recognized as the performance obligation is satisfied, is included in voyage revenues, and represents payments to the charterer by the vessel owner when loading or discharging time is faster than the stipulated time in the voyage charter agreements. Despatch expense for the years ended December 31, 2019, 2018 and 2017 was $432, $612 and $501, respectively. On January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers and the related amendments (“ASC 606” or “the new revenue standard”). The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The Company analyzed its contacts with charterers as at the adoption date, and determined that its spot charters fall under the provisions of ASC 606, while its time charter agreements contain leases which are evaluated under lease guidance as discussed in Note 2(p). Under the new revenue standard, voyage revenue is recognized from the time when the vessel arrives at the load port until completion of cargo discharge. The adoption of new standard resulted in an increase in the opening Accumulated deficit balance as of January 1, 2018 of approximately $1,788 as a result of the adjustment of Vessels revenue and Voyage expenses. Having not adopted ASC 606, the Company’s consolidated net loss would have been $352 (approximately $0.14 per share) less for the year ended December 31, 2018. Remaining Performance Obligations The Company has taken the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Disaggregation of Revenue The Company disaggregates its revenue from contracts with customers by the type of charter (time charters and spot charters). The following table presents the Company’s net trade accounts receivable disaggregated by revenue source as at December 31, 2019 and 2018:
Deferred revenue represents cash received in advance of performance under the contract prior to the balance sheet date and is realized when the associated revenue is recognized under the contract in periods after such date. The current portion of Deferred revenue as of December 31, 2019 was $1,663 under ASC 606 and $2,633 under ASC 842. The non-current portion of Deferred revenue as of December 31, 2019 relates entirely to ASC 606. Revenue recognized in 2019 from amounts included in deferred revenue at the beginning of the period was $890. Revenue recognized in 2018 from amounts included in deferred revenue at the beginning of the period was approximately $1,741. |
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Leases |
In February 2016, the FASB issued ASU No. 2016-02 - Leases (ASC 842), and as amended, it requires lessees to recognize most leases on the balance sheet. The Company early adopted ASC 842, as amended from time to time, retrospectively from January 1, 2018. The Company also elected to apply the additional and optional transition method to new and existing leases at the adoption date as well as all the practical expedients which allowed the Company’s existing lease arrangements, in which it was a lessee or lessor, classified as operating leases under ASC 840 to continue to be classified as operating leases under ASC 842. The Company concluded that the criteria for not separating lease and non-lease components of its time charter contracts are met, since (i) the time pattern of recognizing revenues for crew and other services for the operation of the vessels is similar to the time pattern of recognizing rental income, (ii) the lease component of the time charter contracts, if accounted for separately, would be classified as an operating lease, and (iii) the predominant component in its time charter agreements is the lease component. In this respect, the Company accounts for the combined component as an operating lease in accordance with ASC 842. The Company recognizes income from lease payments over the lease term on a straight line basis. The Company assessed its new time charter contracts at the adoption date under the new guidance and concluded that these contracts contain a lease with the related executory costs (insurance), as well as non-lease components to provide other services related to the operation of the vessel, with the most substantial service being the crew cost to operate the vessel. The Company recognizes income for variable lease payments in the period when changes in facts and circumstances on which the variable lease payments occur. Rental income on the Company’s time charterers is mostly calculated at an index linked rate based on the five T/C routes rate of the Baltic Capesize Index. The Company recognized a right of use asset for rental of office space at the adoption date. The following table presents the Company’s income statement figures derived from spot charters for the year ended December 31, 2019:
The following table presents the Company’s income statement figures derived from time charters for the year ended December 31, 2019:
Charterers individually accounting for more than 10% of revenues during the years ended December 31, 2019, 2018 and 2017 were:
As of December 31, 2019, the Company has entered into five long-term time charter agreements for periods of thirty-three to sixty months, with charterer’s option to extend all time charters. The first time charter commenced on November 5, 2018. Two time charters commenced in the third quarter of 2019. The remaining two time charters commenced in the fourth quarter or 2019. During 2019, the Company successfully installed exhaust gas cleaning systems, or scrubbers, on these five vessels. A portion of the scrubbers cost was paid for by the charterers, where such portion is provided for by the chartering agreements as an increased daily rate, which the Company accounts for on a straight-line basis over the minimum duration of each charter party. Amounts received in advance related to scrubber increased daily rates are recorded in Other current assets in the accompanying balance sheets. Office lease In April 2018, the Company moved into new office spaces. Under ASC 842, the lease is classified as an operating lease and a lease liability and right-of-use asset based on the present value of future minimum lease payments have been recognized on the balance sheet. The monthly rent expense is recorded in general and administration expenses. The Company has assessed the lease for impairment, and since no impairment indicators existed, no impairment charge was recorded. |
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Sale and Leaseback Transactions |
In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606. The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for the Company, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale as the transaction would be classified as a financing arrangement by the Company as it effectively retains control of the underlying asset. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest. |
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Commissions |
Commissions, which include address and brokerage commissions, are recognized in the same period as the respective charter revenues. Address commissions to third parties are included in Commissions while brokerage commissions to third parties are included in Voyage expenses. |
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Vessel Voyage Expenses |
Vessel voyage expenses primarily consist of port, canal, bunker expenses and brokerage commissions that are unique to a particular charter and are paid for by the charterer under time charter agreements, bareboat charters and other non-specified voyage expenses. Under a spot charter, the Company incurs and pays for certain voyage expenses, primarily consisting of bunkers consumption, brokerage commissions, port and canal costs. Under ASC 606 and after implementation of ASC 340-40 “Other assets and deferred costs” for contract costs, incremental costs of obtaining a contract with a customer, and contract fulfillment costs, are capitalized and amortized as the performance obligation is satisfied, if certain criteria are met. The Company has adopted the practical expedient not to capitalize incremental costs when the amortization period (voyage period) is less than one year. Costs to fulfill the contract prior to arriving at the load port primarily consist of bunkers which are deferred and amortized during the voyage period. Voyage costs arising as performance obligation are expensed as incurred. |
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Repairs and Maintenance |
All repair and maintenance expenses, including major overhauling and underwater inspection expenses are expensed in the year incurred. Such costs are included in Vessel operating expenses. |
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Financing Costs |
Underwriting, legal and other direct costs incurred with the issuance of long-term debt or to refinance existing debt are deferred and amortized to interest expense over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid are expensed in the period the repayment is made. The Company presents unamortized deferred financing costs as a reduction of long-term debt in the accompanying balance sheets. |
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Income Taxes |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized, when applicable, for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administration expenses. Maritime Capital Shipping (HK) Limited, the Company’s management office in Hong Kong, is subject to Hong Kong profits tax at a rate of 16.5% on the estimated assessable profit for the year. The estimated profits tax for the year ended December 31, 2019 is $NIL. Seanergy Management Corp. (“Seanergy Management”), the Company’s management company, established in Greece under Greek Law 89/67 (as amended to date), is subject to an annual contribution calculated on the total amount of foreign exchange annually imported and converted to Euros. The contribution to be paid in 2020 by Seanergy Management for 2019 is estimated at $80. Two of the Company’s vessel-owning subsidiaries are registered in Malta since May 23, 2018. The subsidiaries are subject to a corporate flat tax rate. Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating the ships meets both of the following requirements: (a) the Company is organized in a foreign country that grants an equivalent exception to corporations organized in the United States and (b) either (i) more than 50% of the value of the Company’s stock is owned, directly or indirectly, by individuals who are “residents” of the Company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (50% Ownership Test) or (ii) the Company’s stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States (Publicly-Traded Test). Notwithstanding the foregoing, the regulations provide, in pertinent part, that each class of the Company’s stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the value of such class of the Company’s outstanding stock (“5 Percent Override Rule”). The Company and each of its subsidiaries did not qualify for this statutory tax exemption for the 2019 taxable year, as the Company did not meet the 50% Ownership Test requirement and was subject to the 5 Percent Override Rule for 2019. The Company estimates that since no more than the 50% of its shipping income will be treated as being United States source income, the effective tax rate is expected to be 2% and accordingly it anticipates that the impact on its results of operations will not be material. Some of the charterparties contain clauses that permit the Company to seek reimbursement from charterers of any U.S. tax paid. The Company has sought reimbursement and has secured payment from most of its charterers. The Company’s U.S. federal income tax based on its U.S. source shipping income for 2019 2018 and 2017, taking into consideration charterers’ reimbursement, was $22, $NIL and $NIL, respectively. |
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Stock-based Compensation |
Stock-based compensation represents vested and non-vested common stock granted to directors and employees for their services as well as to non-employees. The Company calculates stock-based compensation expense for the award based on its fair value on the grant date and recognizes it on an accelerated basis over the vesting period. The Company assumes that all non-vested shares will vest. The Company does not include estimated forfeitures in determining the total stock-based compensation expense because it estimates the forfeitures of non-vested shares to be immaterial. The Company re-evaluates the reasonableness of its assumption at each reporting period. |
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Earnings (Losses) per Share |
Basic earnings (losses) per common share are computed by dividing net income (loss) available to Seanergy’s shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (losses) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted at the beginning of the periods presented, or issuance date, if later. The treasury stock method is used to compute the dilutive effect of warrants and shares issued under the Equity Incentive Plan. The if-converted method is used to compute the dilutive effect of shares which could be issued upon conversion of the convertible notes. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share. |
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Segment Reporting |
Seanergy reports financial information and evaluates its operations by total charter revenues and not by the length of vessel employment, customer, or type of charter. As a result, management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus, Seanergy has determined that it operates under one reportable segment. Furthermore, when Seanergy charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, disclosure of geographic information is impracticable. |
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Fair Value Measurements |
The Company follows the provisions of ASC 820, Fair Value Measurement, which defines fair value and provides guidance for using fair value to measure assets and liabilities. The guidance creates a fair value hierarchy of measurement and describes fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. In accordance with the requirements of accounting guidance relating to Fair Value Measurements, the Company classifies and discloses its assets and liabilities carried at the fair value in one of the following categories:
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Debt Modifications and Extinguishments |
The Company follows the provisions of ASC 470-50, Modifications and Extinguishments, to account for all modifications or extinguishments of debt instruments, except debt that is extinguished through a troubled debt restructuring or a conversion of debt to equity securities of the debtor pursuant to conversion privileges provided in terms of the debt at issuance. This Subtopic also provides guidance on whether an exchange of debt instruments with the same creditor constitutes an extinguishment and whether a modification of a debt instrument should be accounted for in the same manner as an extinguishment. In circumstances where an exchange of debt instruments or a modification of a debt instrument does not result in extinguishment accounting, this Subtopic provides guidance on the appropriate accounting treatment. Costs associated with new loans or refinancing of existing loans, including fees paid to lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as deferred charges. Costs paid directly to third parties are expensed as incurred. Deferred financing costs are presented as a deduction from the corresponding liability. Such fees are deferred and amortized to interest and finance costs during the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made. |
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Convertible Notes and Related Beneficial Conversion Features |
The convertible notes are accounted for in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The terms of each convertible note included an embedded conversion feature which provided for a conversion at the option of the holder into shares of common stock at a predetermined rate. The Company determined that the conversion features were beneficial conversion features (“BCF”) pursuant to ASC 470-20. The Company considered the BCF guidance only after determining that the features did not need to be bifurcated under ASC 815 “Derivatives and Hedging” or separately accounted for under the cash conversion literature of ASC 470-20. Accounting for an embedded BCF in a convertible instrument requires that the BCF be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of the BCF to additional paid-in capital, resulting in a discount on the convertible instrument. This discount is accreted from the date on which the BCF is first recognized through the stated maturity date of the convertible instrument using the effective yield method. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible instrument. The intrinsic value of the BCF is determined as the number of shares converted from the convertible note times the positive difference between the fair value of the stock on the commitment date and the contractual conversion price. |
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Distinguishing Liabilities from Equity |
The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the classification of certain freestanding financial instruments as either liabilities or equity. The Company in its assessment for the accounting of the warrants issued in connection with the May 13, 2019 public offering and the Jelco Private Placement has taken into consideration ASC 480 “Distinguishing liabilities from equity” and determined that the warrants should be classified as equity instead of liability. The Company further analyzed key features of the warrants to determine whether these are more akin to equity or to debt and concluded that the warrants are equity-like. In its assessment, the Company identified certain embedded features, examined whether these fall under the definition of a derivative according to ASC 815 applicable guidance or whether certain of these features affected the classification. Derivative accounting was deemed inappropriate and thus no bifurcation of these features was performed. Upon exercise of the warrants, the holder is entitled to receive common shares. ASC 480 requires that a warrant which contains an obligation that may require the issuer to redeem the shares in cash, be classified as a liability and accounted for at fair value. No warrants were classified as liabilities. |
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Going Concern |
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern. ASU No. 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and on related required footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. |
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Recent Accounting Pronouncements Adopted and Not Yet Adopted | Recent Accounting Pronouncements Adopted On January 1, 2019, the Company adopted ASU No. 2018-07, Compensation—Stock Compensation, which concerns improvements to nonemployee share-based payment accounting. The amendments in this Update affect all entities that enter into share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The classification of equity-classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless modified after the good has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. The adoption of ASU No. 2018-07 did not have a material effect in the Company’s consolidated financial statements and disclosures. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard, including the codification improvements issued in November 2018, requires entities to measure all expected credit losses of financial assets held at a reporting date based on historical experience, current conditions, and reasonable and supportable forecasts in order to record credit losses in a more timely manner. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In November 2018, FASB issued ASU 2018-19, Codification Improvements to topic 326, Financial Instruments-Credit Losses. The amendments in this update clarify that operating lease receivables are not within the scope of ASC 326-20 and should instead be accounted for under the new leasing standard, ASC 842. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments Credit Losses, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 Financial Instruments, the amendments of which clarify the modification of accounting for available for sale debt securities excluding applicable accrued interest, which must be individually assessed for credit losses when fair value is less than the amortized cost basis. In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses (Topic 326)—Targeted Transition Relief, which is the final version of Proposed Accounting Standards Update 2019-100—Targeted Transition Relief for Topic 326, Financial Instruments—Credit Losses, which has been deleted. This Update provides entities with an option to irrevocably elect the fair value option applied on an instrument-by-instrument basis for certain financial assets upon the adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. An entity that elects the fair value option should subsequently apply the guidance in Subtopics 820-10, Fair Value Measurement-Overall, and 825-10. In December 2019, FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. This update introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. That model replaces the probable, incurred loss model for those assets. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual periods beginning after December 15, 2018. The Company has assessed all the expected credit losses of its financial assets and the adoption of this ASU does not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement, which improves the effectiveness of fair value measurement disclosures. The amendments in the Update apply to all entities that are required under existing GAAP, to make disclosures about recurring and non-recurring fair value measurements. ASU No. 2018-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In November 2019, the FASB issued ASU 2019-08, Codification Improvements—Share-Based Consideration Payable to a Customer. The amendments in this update require that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The grant date is the date at which a grantor (supplier) and a grantee (customer) reach a mutual understanding of the key terms and conditions of a share-based payment award. The classification and subsequent measurement of the award are subject to the guidance in Topic 718 unless the share-based payment award is subsequently modified and the grantee is no longer a customer. The new guidance is effective in the first quarter of 2020 for entities that have adopted ASU 2018-07. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and the related disclosures. |
Significant Accounting Policies, Leases - Income from Charters (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Income from Charters [Abstract] | |||
Vessel revenues, net of commissions | $ 86,499 | $ 91,520 | $ 74,834 |
Voyage expenses | (36,641) | $ (40,184) | $ (34,949) |
Spot Charter [Member] | |||
Income from Charters [Abstract] | |||
Vessel revenues, net of commissions | 55,701 | ||
Voyage expenses | (33,109) | ||
Total | 22,592 | ||
Time Charter [Member] | |||
Income from Charters [Abstract] | |||
Vessel revenues, net of commissions | 30,798 | ||
Voyage expenses | (3,532) | ||
Total | $ 27,266 |
Significant Accounting Policies, Segment Reporting (Details) |
12 Months Ended |
---|---|
Dec. 31, 2019
Segment
| |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Long-Term Debt and Other Financial Liabilities, Squire Alpha Bank Loan Facility (Details) $ in Thousands |
6 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|
Dec. 31, 2019
USD ($)
|
Jun. 30, 2019
USD ($)
|
Dec. 31, 2019
USD ($)
Installment
|
Jul. 02, 2019
USD ($)
|
Dec. 31, 2018
USD ($)
|
Nov. 04, 2015
USD ($)
|
|
Secured Credit Facilities [Abstract] | ||||||
Principal amount outstanding | $ 185,509 | $ 185,509 | $ 198,607 | |||
Squire Alpha Bank Loan Facility [Member] | ||||||
Secured Credit Facilities [Abstract] | ||||||
Borrowing capacity | $ 33,750 | |||||
Number of consecutive payment installments | Installment | 8 | |||||
Frequency of periodic payment | Quarterly | |||||
Installment payment | 919 | $ 844 | ||||
Balloon payment | 20,250 | $ 20,250 | ||||
Maturity date | Nov. 10, 2021 | |||||
Minimum liquidity requirements cancelled | $ 500 | |||||
Principal amount outstanding | $ 27,000 | $ 27,000 |
Long-Term Debt and Other Financial Liabilities, Summary of Long-Term Debt (Details) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Long-Term Debt and Other Financial Liabilities [Abstract] | ||
Long-term debt and other financial liabilities | $ 185,509 | $ 198,607 |
Less: Deferred financing costs | (2,443) | (3,386) |
Total | 183,066 | 195,221 |
Less-current portion | (183,066) | (16,195) |
Long-term portion | $ 0 | $ 179,026 |
Cash and Cash Equivalents and Restricted Cash (Details) $ in Thousands |
Dec. 31, 2019
USD ($)
FinancialInstitution
|
Dec. 31, 2018
USD ($)
FinancialInstitution
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
---|---|---|---|---|
Cash and Cash Equivalents and Restricted Cash [Abstract] | ||||
Cash and cash equivalents | $ 13,654 | $ 6,684 | ||
Restricted cash | 900 | 260 | ||
Restricted cash, non-current | 0 | 500 | ||
Total | 14,554 | 7,444 | $ 11,039 | $ 15,908 |
Minimum liquidity requirements per New ATB Loan Facility | 500 | 500 | ||
Dry-docking reserve account | 350 | 210 | ||
Restricted deposits pledged as collateral | $ 50 | $ 50 | ||
Number of financial institutions where restricted deposits are pledged as collateral regarding credit card balances | FinancialInstitution | 1 | 1 | ||
Minimum liquidity requirements for credit facilities covenants | $ 4,000 | $ 4,000 | ||
Minimum liquidity requirements per owned vessel | 500 | 500 | ||
Deposits made under sale and leaseback transactions | 2,925 | $ 2,925 | ||
Additional minimum liquidity requirement per New ATB Loan Facility | $ 200 |
Transactions with Related Parties, Second Jelco Loan (Details) - USD ($) $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2020 |
Dec. 31, 2019 |
Mar. 31, 2019 |
Dec. 31, 2018 |
May 24, 2017 |
|
Loan Agreement [Abstract] | |||||
Principal amount outstanding | $ 185,509 | $ 198,607 | |||
Jelco [Member] | Second Jelco Loan [Member] | |||||
Loan Agreement [Abstract] | |||||
Face amount | $ 16,200 | ||||
Unpaid and accrued interest payable | $ 354 | ||||
Interest rate | 0.00% | ||||
Principal amount outstanding | $ 11,450 | ||||
Jelco [Member] | Second Jelco Loan [Member] | LIBOR [Member] | Plan [Member] | |||||
Loan Agreement [Abstract] | |||||
Term of variable rate | 3 months | ||||
Margin on variable rate | 6.00% |
Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only), Transactions with Related Parties - Securities Purchase Agreement (Details) - USD ($) $ in Thousands |
5 Months Ended | 9 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|---|
May 09, 2019 |
Apr. 10, 2017 |
Jun. 27, 2017 |
Dec. 31, 2019 |
Dec. 31, 2019 |
Mar. 31, 2019 |
|
Transactions with Related Parties [Abstract] | ||||||
Shares issued (in shares) | 8,333 | 185,477 | 18,067,631 | |||
Jelco [Member] | Jelco Notes and Jelco Loans [Member] | ||||||
Transactions with Related Parties [Abstract] | ||||||
Accrued unpaid interest | $ 2,115 | |||||
Interest rate | 0.00% | |||||
Estimated decrease in interest expense | $ (3,846) | |||||
Jelco [Member] | Waiver of Unpaid Interest on Jelco Notes and Jelco Loans [Member] | ||||||
Transactions with Related Parties [Abstract] | ||||||
Shares issued (in shares) | 621,958 | |||||
Jelco [Member] | Amend Interest Rate for Jelco Notes and Jelco Loans and Waive Mandatory Prepayment Obligation Under Fourth Jelco Loan [Member] | ||||||
Transactions with Related Parties [Abstract] | ||||||
Shares issued (in shares) | 1,201,571 | |||||
Seanergy Maritime Holdings Corp. [Member] | Jelco [Member] | ||||||
Transactions with Related Parties [Abstract] | ||||||
Deferred finance cost | $ 239 | |||||
Seanergy Maritime Holdings Corp. [Member] | Jelco [Member] | Minimum [Member] | ||||||
Transactions with Related Parties [Abstract] | ||||||
Percentage of net proceeds from public offerings used to prepay loan | 25.00% | |||||
Seanergy Maritime Holdings Corp. [Member] | Jelco [Member] | Jelco Notes and Jelco Loans [Member] | ||||||
Transactions with Related Parties [Abstract] | ||||||
Accrued unpaid interest | $ 2,115 | |||||
Interest rate | 0.00% | |||||
Estimated decrease in interest expense | $ (3,846) | |||||
Seanergy Maritime Holdings Corp. [Member] | Jelco [Member] | Waiver of Unpaid Interest on Jelco Notes and Jelco Loans [Member] | ||||||
Transactions with Related Parties [Abstract] | ||||||
Shares issued (in shares) | 621,958 | |||||
Seanergy Maritime Holdings Corp. [Member] | Jelco [Member] | Amend Interest Rate for Jelco Notes and Jelco Loans and Waive Mandatory Prepayment Obligation Under Fourth Jelco Loan [Member] | ||||||
Transactions with Related Parties [Abstract] | ||||||
Shares issued (in shares) | 1,201,571 |
Capital Structure, Common Stock (Details) $ / shares in Units, $ in Thousands |
2 Months Ended | 5 Months Ended | 12 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
May 13, 2019
USD ($)
$ / shares
shares
|
Mar. 20, 2019
shares
|
Feb. 26, 2019 |
Apr. 10, 2017
shares
|
Jun. 30, 2019
shares
|
Jun. 27, 2017
USD ($)
shares
|
Dec. 31, 2019
USD ($)
$ / shares
shares
|
Dec. 31, 2018
USD ($)
$ / shares
shares
|
Dec. 31, 2017
USD ($)
shares
|
Dec. 13, 2019
$ / shares
|
Feb. 03, 2017
USD ($)
|
|
Common Stock [Abstract] | |||||||||||
Issuance of common stock and warrants (in shares) | 8,333 | 185,477 | 18,067,631 | ||||||||
Net proceeds from issuance of common stock | $ | $ 2,597 | ||||||||||
Stock issuance costs | $ | $ 86 | ||||||||||
Reverse stock split ratio | 0.067 | ||||||||||
Number of shares cancelled in order not to issue fractional shares (in shares) | 961 | ||||||||||
Public offering (in shares) | 4,200,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||
Gross proceeds from issuance of common stock and warrants | $ | $ 13,225 | $ 0 | $ 2,637 | ||||||||
Jelco [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Sales price per unit (in dollars per share) | $ / shares | $ 3.40 | ||||||||||
Maximum [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Common stock that can be sold | $ | $ 20,000 | ||||||||||
Class B Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1 | ||||||||||
Warrants issued (in shares) | 6,653,529 | ||||||||||
Class C Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Warrants issued (in shares) | 6,653,529 | ||||||||||
Common Stock [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Issuance of common stock and warrants (in shares) | 120,000 | 193,810 | |||||||||
Public Offering [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Issuance of common stock and warrants (in shares) | 2,765,000 | ||||||||||
Number of securities called by each warrant (in shares) | 210,000 | ||||||||||
Sales price per unit (in dollars per share) | $ / shares | $ 3.40 | ||||||||||
Gross proceeds from issuance of common stock and warrants | $ | $ 14,293 | ||||||||||
Net proceeds from issuance of common stock and warrants | $ | $ 12,647 | ||||||||||
Public Offering [Member] | Pre-Funded Warrant [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Issuance of common stock and warrants (in shares) | 1,435,000 | ||||||||||
Number of securities included in each unit (in shares) | 1 | ||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.01 | ||||||||||
Warrants issued (in shares) | 1,435,000 | ||||||||||
Public Offering [Member] | Class B Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Number of securities included in each unit (in shares) | 1 | ||||||||||
Public Offering [Member] | Class C Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Number of securities included in each unit (in shares) | 1 | ||||||||||
Public Offering [Member] | Common Stock [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Number of securities included in each unit (in shares) | 1 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Public Offering [Member] | Common Stock [Member] | Class B Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Number of securities called by each warrant (in shares) | 1 | ||||||||||
Public Offering [Member] | Common Stock [Member] | Class C Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Number of securities called by each warrant (in shares) | 1 | ||||||||||
Over-Allotment Option [Member] | Class B Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Issuance of common stock and warrants (in shares) | 630,000 | ||||||||||
Over-Allotment Option [Member] | Class C Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Issuance of common stock and warrants (in shares) | 630,000 | ||||||||||
Private Placement [Member] | Jelco [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Issuance of common stock and warrants (in shares) | 1,823,529 | ||||||||||
Sales price per unit (in dollars per share) | $ / shares | $ 3.40 | ||||||||||
Private Placement [Member] | Class B Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Number of securities included in each unit (in shares) | 1 | ||||||||||
Private Placement [Member] | Class C Warrants [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Number of securities included in each unit (in shares) | 1 | ||||||||||
Private Placement [Member] | Common Stock [Member] | |||||||||||
Common Stock [Abstract] | |||||||||||
Number of securities included in each unit (in shares) | 1 |
Going Concern |
12 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||
Going Concern [Abstract] | ||||||||||||
Going Concern |
As described in Note 2, management is required under ASC 205-40, Going Concern, to evaluate whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. As of December 31, 2019, the Company has scheduled installments and balloon payments that are due within one year as follows:
The Company’s cash flow projections for the period after one year after the date that the financial statements are issued indicated that cash on hand and cash provided by operating activities will not be sufficient to cover the liquidity needs that become due within one year after the date that the financial statements are issued mainly due to the balloon payments that are due within the respective period. On February 24, 2020, the Company received approval from the credit committee of one of its lenders to, inter alia, extend the maturities of two of its credit facilities to December 31, 2022. This approval is subject to completion of definitive documentation, following of which, the balloon installments due within one year after the issuance of the financial statements shall refer to only two facilities and shall amount to $60,470 instead of $65,523. Any failure on the part of the Company to timely repay the balloons falling due within one year will result in the lenders demanding payment, which can potentially result in payment default that would trigger cross-default provisions in the Company’s remaining facilities. As such, as of December 31, 2019, the Company has classified the long-term portion of its bank debt and other financial liabilities in current liabilities and reported a working capital deficit of $215,354. Since as of the date of the issuance of these financial statements no definite plan has crystalized, the above conditions raised substantial doubts about the Company's ability to continue as a going concern. Management plans to settle the loan interest and scheduled loan repayments with cash on hand and cash expected to be generated from operations. Concerning the final balloon payments, management has engaged in advanced discussions with its existing lenders which it believes they will have a positive outcome and is exploring, on an ongoing basis, several alternatives, including refinancing the existing third party and related party facilities and extending the respective maturities, issuing additional debt or equity securities or a combination of the foregoing. In addition, in the event that none of the above materialize, Management may consider the sale of all the underlying collaterals (i.e., four vessels) and repay in full the loans the maturity of which falls within 2020, rectifying as such the underlying defaults and consequently the cross default provisions that might be triggered under the remaining facilities. These alternatives are supported by the fair market valuation of the vessels, as assessed by third party valuators, which cover sufficiently the underlying loans. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Accordingly, they do not include any adjustments that might result in the event the Company is unable to continue as a going concern. |
Financial Instruments |
12 Months Ended | |||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||||||||||
Financial Instruments [Abstract] | ||||||||||||||||||||
Financial Instruments |
The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The same guidance requires that assets and liabilities carried at fair value should be classified and disclosed in one of the following three categories based on the inputs used to determine its fair value:
The Company places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk.
The fair values of the financial instruments shown in the consolidated balance sheets as of December 31, 2019 and 2018, represent management’s best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances. The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
|
Cash and Cash Equivalents and Restricted Cash |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents and Restricted Cash [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents and Restricted Cash |
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:
Restricted cash as of December 31, 2019 includes $500 of minimum liquidity requirements as per the New ATB Loan Facility (Note 8), $350 in a dry-docking reserve account as per the New ATB Loan Facility and $50 of restricted deposits pledged as collateral regarding credit cards balances with one of the Company’s financial institutions. Minimum liquidity, not legally restricted, as of December 31, 2019, of $4,000 as per the Company’s credit facilities covenants, calculated as $500 per owned vessel, is included in Cash and cash equivalents. An aggregate amount of $2,925, not legally restricted, as per the sale and leaseback transactions is included in Cash and cash equivalents as of December 31, 2019 (Note 8). An aggregate amount of $200, not legally restricted, as per the New ATB Loan Facility, is included in Cash and cash equivalents as of December 31, 2019. Restricted cash as of December 31, 2018 includes $500 of minimum liquidity requirements as per the New ATB Loan Facility (Note 8), $210 in a dry-docking reserve account as per the New ATB Loan Facility and $50 of restricted deposits pledged as collateral regarding credit cards balances with one of the Company’s financial institutions. Minimum liquidity, not legally restricted, as of December 31, 2018, of $4,000 as per the Company’s credit facilities covenants, calculated as $500 per owned vessel, is included in Cash and cash equivalents in the accompanying consolidated balance sheets. An aggregate amount of $2,925, not legally restricted, as per the sale and leaseback transactions is included in Cash and cash equivalents in the accompanying consolidated balance sheets as of December 31, 2018 (Note 8). |
Loss per Share |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss per Share |
The calculation of net loss per common share is summarized below:
As of December 31, 2019, 2018 and 2017, securities that could potentially dilute basic LPS in the future that were not included in the computation of diluted LPS, because to do so would have anti-dilutive effect, are any incremental shares of non-vested equity incentive plan shares (Note 14) and of unexercised warrants (Note 11), both calculated with the treasury stock method, as well as shares assumed to be converted with respect to the convertible notes (Note 4) calculated with the if-converted method. |
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
Total |
---|---|---|---|---|
Balance at Dec. 31, 2016 | $ 0 | $ 369,294 | $ (338,462) | $ 30,832 |
Balance (in shares) at Dec. 31, 2016 | 2,271,479 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock | $ 0 | 2,597 | 0 | 2,597 |
Issuance of common stock (in shares) | 193,810 | |||
Issuance of convertible notes | $ 0 | 10,389 | 0 | 10,389 |
Stock based compensation | $ 0 | 730 | 0 | 730 |
Stock based compensation (in shares) | 0 | |||
Net loss | $ 0 | 0 | (3,235) | (3,235) |
Balance at Dec. 31, 2017 | $ 0 | 383,010 | (341,697) | 41,313 |
Balance (in shares) at Dec. 31, 2017 | 2,465,289 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Adoption of revenue recognition accounting policy adjustment | ASU 2014-09 [Member] | $ 0 | 0 | (1,788) | (1,788) |
Issuance of common stock | $ 0 | 1,541 | 0 | 1,541 |
Issuance of common stock (in shares) | 120,000 | |||
Stock based compensation | $ 0 | 1,295 | 0 | 1,295 |
Stock based compensation (in shares) | 80,895 | |||
Net loss | $ 0 | 0 | (21,058) | (21,058) |
Balance at Dec. 31, 2018 | $ 0 | 385,846 | (364,543) | $ 21,303 |
Balance (in shares) at Dec. 31, 2018 | 2,666,184 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Issuance of common stock (in shares) | 18,067,631 | |||
Issuance of common stock and warrants | $ 3 | 18,844 | 0 | $ 18,847 |
Issuance of common stock and warrants (in shares) | 24,090,199 | |||
Related parties liabilities released (Note 4) | $ 0 | 96 | 0 | 96 |
Stock based compensation | $ 0 | 1,310 | 0 | 1,310 |
Stock based compensation (in shares) | 143,667 | |||
Net loss | $ 0 | 0 | (11,698) | (11,698) |
Balance at Dec. 31, 2019 | $ 3 | $ 406,096 | $ (376,241) | $ 29,858 |
Balance (in shares) at Dec. 31, 2019 | 26,900,050 |
Document and Entity Information |
12 Months Ended |
---|---|
Dec. 31, 2019
shares
| |
Cover [Abstract] | |
Entity Registrant Name | Seanergy Maritime Holdings Corp. |
Entity Central Index Key | 0001448397 |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Shell Company | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 26,900,050 |
Document Type | 20-F |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Amendment Flag | false |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Capital Structure (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||||||||||||
Capital Structure [Abstract] | |||||||||||||||||||||||||||||||
Outstanding Warrants | As of December 31, 2019, the number of common shares that can potentially be issued under each outstanding warrant are:
|
Basis of Presentation and General Information (Details) |
12 Months Ended | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 26, 2019 |
Dec. 31, 2019 |
|||||||||||||||||
Basis of Presentation and General Information [Abstract] | ||||||||||||||||||
Reverse stock split ratio | 0.067 | |||||||||||||||||
Seanergy Management Corp. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [1],[2] | 1T | ||||||||||||||||
Seanergy Shipmanagement Corp. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [1],[2] | 1T | ||||||||||||||||
Sea Glorius Shipping Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | 1T | ||||||||||||||||
Vessel name | Gloriuship | |||||||||||||||||
Date of delivery | Nov. 03, 2015 | |||||||||||||||||
Sea Genius Shipping Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | 1T | ||||||||||||||||
Vessel name | Geniuship | |||||||||||||||||
Date of delivery | Oct. 13, 2015 | |||||||||||||||||
Leader Shipping Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | 1T | ||||||||||||||||
Vessel name | Leadership | |||||||||||||||||
Date of delivery | Mar. 19, 2015 | |||||||||||||||||
Premier Marine Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | 1T | ||||||||||||||||
Vessel name | Premiership | |||||||||||||||||
Date of delivery | Sep. 11, 2015 | |||||||||||||||||
Gladiator Shipping Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | 1T | ||||||||||||||||
Vessel name | Gladiatorship | |||||||||||||||||
Date of delivery | Sep. 29, 2015 | |||||||||||||||||
Date of sale/disposal | Oct. 11, 2018 | |||||||||||||||||
Guardian Shipping Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | 1T | ||||||||||||||||
Vessel name | Guardianship | |||||||||||||||||
Date of delivery | Oct. 21, 2015 | |||||||||||||||||
Date of sale/disposal | Nov. 19, 2018 | |||||||||||||||||
Champion Ocean Navigation Co. Limited [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2],[3] | O1 | ||||||||||||||||
Vessel name | Championship | |||||||||||||||||
Date of delivery | Dec. 07, 2015 | |||||||||||||||||
Date of sale/disposal | Nov. 07, 2018 | |||||||||||||||||
Squire Ocean Navigation Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | N0 | ||||||||||||||||
Vessel name | Squireship | |||||||||||||||||
Date of delivery | Nov. 10, 2015 | |||||||||||||||||
Emperor Holding Ltd. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | 1T | ||||||||||||||||
Knight Ocean Navigation Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2],[4] | N0 | ||||||||||||||||
Vessel name | Knightship | |||||||||||||||||
Date of delivery | Dec. 13, 2016 | |||||||||||||||||
Date of sale/disposal | Jun. 29, 2018 | |||||||||||||||||
Lord Ocean Navigation Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | N0 | ||||||||||||||||
Vessel name | Lordship | |||||||||||||||||
Date of delivery | Nov. 30, 2016 | |||||||||||||||||
Partner Shipping Co. Limited [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2],[5] | O1 | ||||||||||||||||
Vessel name | Partnership | |||||||||||||||||
Date of delivery | May 31, 2017 | |||||||||||||||||
Pembroke Chartering Services Limited [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2],[6] | O1 | ||||||||||||||||
Martinique International Corp. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2],[7] | D8 | ||||||||||||||||
Vessel name | Bremen Max | |||||||||||||||||
Date of delivery | Sep. 11, 2008 | |||||||||||||||||
Date of sale/disposal | Mar. 07, 2014 | |||||||||||||||||
Harbour Business International Corp. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2],[7] | D8 | ||||||||||||||||
Vessel name | Hamburg Max | |||||||||||||||||
Date of delivery | Sep. 25, 2008 | |||||||||||||||||
Date of sale/disposal | Mar. 10, 2014 | |||||||||||||||||
Maritime Capital Shipping Limited [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | D0 | ||||||||||||||||
Maritime Capital Shipping (HK) Limited [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [1],[8] | K3 | ||||||||||||||||
Maritime Glory Shipping Limited [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [8] | D8 | ||||||||||||||||
Vessel name | Clipper Glory | |||||||||||||||||
Date of delivery | May 21, 2010 | |||||||||||||||||
Date of sale/disposal | Dec. 04, 2012 | |||||||||||||||||
Maritime Grace Shipping Limited [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [8] | D8 | ||||||||||||||||
Vessel name | Clipper Grace | |||||||||||||||||
Date of delivery | May 21, 2010 | |||||||||||||||||
Date of sale/disposal | Oct. 15, 2012 | |||||||||||||||||
Atlantic Grace Shipping Limited [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [7],[8] | D8 | ||||||||||||||||
Fellow Shipping Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | 1T | ||||||||||||||||
Vessel name | Fellowship | |||||||||||||||||
Date of delivery | Nov. 22, 2018 | |||||||||||||||||
Champion Marine Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2] | N0 | ||||||||||||||||
Champion Marine Co. [Member] | ||||||||||||||||||
Subsidiaries in Consolidation [Abstract] | ||||||||||||||||||
Country of incorporation | [2],[4] | 1T | ||||||||||||||||
|
Transactions with Related Parties, Frontier Services Agreement (Details) |
12 Months Ended |
---|---|
Dec. 31, 2019
USD ($)
| |
Frontier Tankers Corp [Member] | Frontier Services Agreement [Member] | |
Services Agreement [Abstract] | |
Quarterly services fee | $ 900 |
Transactions with Related Parties, First Jelco Loan (Details) $ in Thousands |
12 Months Ended | |||
---|---|---|---|---|
Dec. 31, 2019
USD ($)
Payment
|
Mar. 31, 2019
USD ($)
|
Dec. 31, 2018
USD ($)
|
Nov. 28, 2016
USD ($)
|
|
Loan Agreement [Abstract] | ||||
Principal amount outstanding | $ 185,509 | $ 198,607 | ||
Jelco [Member] | First Jelco Loan [Member] | ||||
Loan Agreement [Abstract] | ||||
Borrowing capacity | $ 12,800 | |||
Number of bullet payments | Payment | 1 | |||
Unpaid and accrued interest payable | $ 159 | |||
Interest rate | 0.00% | |||
Principal amount outstanding | $ 5,900 | |||
Jelco [Member] | First Jelco Loan [Member] | LIBOR [Member] | ||||
Loan Agreement [Abstract] | ||||
Term of variable rate | 3 months | |||
Margin on variable rate | 8.50% |
Long-Term Debt and Financial Liabilities, Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Annual Principal Payments [Abstract] | ||
December 31, 2020 | $ 82,726 | |
December 31, 2021 | 14,058 | |
December 31, 2022 | 43,960 | |
December 31, 2023 | 21,011 | |
Thereafter | 23,754 | |
Total | $ 185,509 | $ 198,607 |
Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only), Statements of Loss (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||||
---|---|---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|||
Expenses [Abstract] | |||||
General and administration expenses | $ (5,989) | $ (6,500) | $ (5,081) | ||
Operating income | 12,040 | 4,275 | 2,802 | ||
Other (expenses) / income, net [Abstract] | |||||
Interest and finance cost - related party | (8,629) | (8,881) | (5,122) | ||
Gain on debt refinancing | 0 | 0 | 11,392 | ||
Total other expenses, net | (23,684) | (25,317) | (6,037) | ||
Net loss | (11,698) | (21,058) | (3,235) | ||
Seanergy Maritime Holdings Corp. [Member] | |||||
Expenses [Abstract] | |||||
General and administration expenses | (3,136) | (3,380) | (2,642) | ||
Operating income | (3,136) | (3,380) | (2,642) | ||
Other (expenses) / income, net [Abstract] | |||||
Interest and finance cost - related party | (8,629) | (8,881) | (5,122) | ||
Gain on debt refinancing | 0 | 0 | 11,392 | ||
Other, net | (22) | (327) | (29) | ||
Total other expenses, net | (8,651) | (9,208) | 6,241 | ||
Equity in loss of subsidiaries | [1] | 89 | (8,470) | (6,834) | |
Net loss | $ (11,698) | $ (21,058) | $ (3,235) | ||
Net loss per common share [Abstract] | |||||
Basic (in dollars per share) | $ (0.76) | $ (8.40) | $ (1.35) | ||
Weighted average common shares outstanding [Abstract] | |||||
Basic (in shares) | 15,332,755 | 2,507,087 | 2,389,719 | ||
|
Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only), Transactions with Related Parties - Convertible Notes (Details) - Jelco [Member] - USD ($) $ / shares in Units, $ in Thousands |
Apr. 10, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Sep. 27, 2017 |
Sep. 07, 2015 |
Mar. 12, 2015 |
---|---|---|---|---|---|---|---|
Jelco Notes [Member] | |||||||
Transactions with Related Parties [Abstract] | |||||||
Conversion price of convertible notes into common stock (in dollars per share) | $ 13.50 | ||||||
First Jelco Note [Member] | |||||||
Transactions with Related Parties [Abstract] | |||||||
Face amount | $ 4,000 | ||||||
Second Jelco Note [Member] | |||||||
Transactions with Related Parties [Abstract] | |||||||
Face amount | $ 24,665 | ||||||
Applicable Limit | 24,665 | $ 24,665 | $ 21,165 | $ 6,765 | |||
Drawdown request | $ 3,500 | ||||||
Third Jelco Note [Member] | |||||||
Transactions with Related Parties [Abstract] | |||||||
Face amount | $ 13,750 | ||||||
Seanergy Maritime Holdings Corp. [Member] | Jelco Notes [Member] | |||||||
Transactions with Related Parties [Abstract] | |||||||
Conversion price of convertible notes into common stock (in dollars per share) | $ 13.50 | ||||||
Seanergy Maritime Holdings Corp. [Member] | First Jelco Note [Member] | |||||||
Transactions with Related Parties [Abstract] | |||||||
Face amount | $ 4,000 | ||||||
Seanergy Maritime Holdings Corp. [Member] | Second Jelco Note [Member] | |||||||
Transactions with Related Parties [Abstract] | |||||||
Face amount | $ 24,665 | ||||||
Applicable Limit | $ 6,765 | ||||||
Drawdown request | $ 3,500 | ||||||
Seanergy Maritime Holdings Corp. [Member] | Second Jelco Note [Member] | Plan [Member] | |||||||
Transactions with Related Parties [Abstract] | |||||||
Applicable Limit | $ 21,165 | ||||||
Seanergy Maritime Holdings Corp. [Member] | Third Jelco Note [Member] | |||||||
Transactions with Related Parties [Abstract] | |||||||
Face amount | 13,750 | ||||||
Balance of convertible note used to make mandatory prepayment | $ 4,750 |
Capital Structure, Warrants (Details) - $ / shares |
2 Months Ended | 5 Months Ended | 12 Months Ended | ||||
---|---|---|---|---|---|---|---|
May 13, 2019 |
Apr. 10, 2017 |
Dec. 13, 2016 |
Jun. 30, 2019 |
Jun. 27, 2017 |
Dec. 31, 2019 |
Dec. 13, 2019 |
|
Warrants [Abstract] | |||||||
Shares issued (in shares) | 8,333 | 185,477 | 18,067,631 | ||||
Issuance of common stock and warrants (in shares) | 8,333 | 185,477 | 18,067,631 | ||||
Outstanding warrants (in shares) | 7,630,195 | ||||||
Class A [Member] | |||||||
Warrants [Abstract] | |||||||
Warrants issued (in shares) | 11,500,000 | ||||||
Exercise price of warrants issued (in dollars per share) | $ 30.00 | ||||||
Notice period for cancellation of warrants | 10 days | ||||||
Holding period before warrants can be called for cancellation | 13 months | ||||||
Volume weighted average price of shares (in dollars per share) | $ 105.00 | ||||||
Number of consecutive trading days weighted average price of stock must exceed threshold | 10 days | ||||||
Outstanding warrants (in shares) | 766,666 | ||||||
Class B [Member] | |||||||
Warrants [Abstract] | |||||||
Warrants issued (in shares) | 6,653,529 | ||||||
Exercise price of warrants issued (in dollars per share) | $ 1 | ||||||
Warrants exercised (in shares) | 0 | ||||||
Outstanding warrants (in shares) | 6,653,529 | ||||||
Class C [Member] | |||||||
Warrants [Abstract] | |||||||
Warrants issued (in shares) | 6,653,529 | ||||||
Warrants exercised (in shares) | 6,594,029 | ||||||
Representative Warrant [Member] | |||||||
Warrants [Abstract] | |||||||
Exercise price of warrants issued (in dollars per share) | 1 | ||||||
Warrants exercised (in shares) | 0 | ||||||
Outstanding warrants (in shares) | 210,000 | ||||||
Over-Allotment Option [Member] | Class B [Member] | |||||||
Warrants [Abstract] | |||||||
Shares issued (in shares) | 630,000 | ||||||
Issuance of common stock and warrants (in shares) | 630,000 | ||||||
Over-Allotment Option [Member] | Class C [Member] | |||||||
Warrants [Abstract] | |||||||
Shares issued (in shares) | 630,000 | ||||||
Issuance of common stock and warrants (in shares) | 630,000 | ||||||
Public Offering [Member] | |||||||
Warrants [Abstract] | |||||||
Shares issued (in shares) | 2,765,000 | ||||||
Issuance of common stock and warrants (in shares) | 2,765,000 | ||||||
Number of securities called by each warrant (in shares) | 210,000 | ||||||
Public Offering [Member] | Pre-Funded Warrant [Member] | |||||||
Warrants [Abstract] | |||||||
Warrants issued (in shares) | 1,435,000 | ||||||
Exercise price of warrants issued (in dollars per share) | $ 0.01 | ||||||
Shares issued (in shares) | 1,435,000 | ||||||
Number of securities included in each unit (in shares) | 1 | ||||||
Issuance of common stock and warrants (in shares) | 1,435,000 | ||||||
Public Offering [Member] | Class B [Member] | |||||||
Warrants [Abstract] | |||||||
Number of securities included in each unit (in shares) | 1 | ||||||
Public Offering [Member] | Class C [Member] | |||||||
Warrants [Abstract] | |||||||
Number of securities included in each unit (in shares) | 1 | ||||||
Public Offering and Jelco Private Placement [Member] | |||||||
Warrants [Abstract] | |||||||
Shares issued (in shares) | 6,023,529 | ||||||
Number of securities included in each unit (in shares) | 1 | ||||||
Issuance of common stock and warrants (in shares) | 6,023,529 | ||||||
Public Offering and Jelco Private Placement [Member] | Pre-Funded Warrant [Member] | |||||||
Warrants [Abstract] | |||||||
Shares issued (in shares) | 1,435,000 | ||||||
Issuance of common stock and warrants (in shares) | 1,435,000 | ||||||
Public Offering and Jelco Private Placement [Member] | Class B [Member] | |||||||
Warrants [Abstract] | |||||||
Exercise price of warrants issued (in dollars per share) | $ 3.74 | ||||||
Number of securities included in each unit (in shares) | 1 | ||||||
Term of warrant | 3 years | ||||||
Public Offering and Jelco Private Placement [Member] | Class C [Member] | |||||||
Warrants [Abstract] | |||||||
Exercise price of warrants issued (in dollars per share) | $ 3.74 | ||||||
Number of securities included in each unit (in shares) | 1 | ||||||
Term of warrant | 6 months | ||||||
Public Offering and Jelco Private Placement [Member] | Representative Warrant [Member] | |||||||
Warrants [Abstract] | |||||||
Exercise price of warrants issued (in dollars per share) | $ 4.25 |
Subsequent Events (Details) - Subsequent Event [Member] |
Feb. 24, 2020
Facility
$ / shares
shares
|
---|---|
Subsequent Events [Abstract] | |
Number of facilities receiving approval to extend maturities | Facility | 2 |
Restricted Stock [Member] | |
Subsequent Events [Abstract] | |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 0.32 |
Awarded February 24, 2020 [Member] | Restricted Stock [Member] | |
Subsequent Events [Abstract] | |
Shares granted (in shares) | 2,500,000 |
Awarded February 24, 2020 [Member] | Restricted Stock [Member] | Board of Directors [Member] | |
Subsequent Events [Abstract] | |
Shares granted (in shares) | 720,000 |
Awarded February 24, 2020 [Member] | Restricted Stock [Member] | Executive Officers [Member] | |
Subsequent Events [Abstract] | |
Shares granted (in shares) | 685,000 |
Awarded February 24, 2020 [Member] | Restricted Stock [Member] | Certain Non-Executive Employees [Member] | |
Subsequent Events [Abstract] | |
Shares granted (in shares) | 970,000 |
Awarded February 24, 2020 [Member] | Restricted Stock [Member] | Non-Employee [Member] | |
Subsequent Events [Abstract] | |
Shares granted (in shares) | 125,000 |
Interest and Finance Costs |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Finance Costs [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Finance Costs |
Interest and finance costs are analyzed as follows:
Interest and finance costs-related party are analyzed as follows:
|
Consolidated Statements of Loss - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Revenues: | |||
Vessel revenue | $ 89,523 | $ 94,859 | $ 77,710 |
Commissions | (3,024) | (3,339) | (2,876) |
Vessel revenue, net | 86,499 | 91,520 | 74,834 |
Expenses: | |||
Voyage expenses | (36,641) | (40,184) | (34,949) |
Vessel operating expenses | (18,980) | (20,742) | (19,598) |
Management fees | (989) | (1,042) | (1,016) |
General and administration expenses | (5,989) | (6,500) | (5,081) |
Amortization of deferred dry-docking costs | (844) | (634) | (870) |
Depreciation | (11,016) | (10,876) | (10,518) |
Impairment loss | 0 | (7,267) | 0 |
Operating income | 12,040 | 4,275 | 2,802 |
Other income / (expenses), net: | |||
Interest and finance costs | (15,216) | (16,415) | (12,277) |
Interest and finance costs - related party | (8,629) | (8,881) | (5,122) |
Gain on debt refinancing | 0 | 0 | 11,392 |
Interest and other income | 213 | 83 | 47 |
Foreign currency exchange losses, net | (52) | (104) | (77) |
Total other expenses, net | (23,684) | (25,317) | (6,037) |
Net loss before income taxes | (11,644) | (21,042) | (3,235) |
Income taxes | (54) | (16) | 0 |
Net loss | $ (11,698) | $ (21,058) | $ (3,235) |
Net loss per common share | |||
Basic and diluted (in dollars per share) | $ (0.76) | $ (8.40) | $ (1.35) |
Weighted average common shares outstanding | |||
Basic and diluted (in shares) | 15,332,755 | 2,507,087 | 2,389,719 |
Significant Accounting Policies |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Significant Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies |
The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and include the accounts and operating results of Seanergy and its wholly-owned subsidiaries where Seanergy has control. Control is presumed to exist when Seanergy, through direct or indirect ownership, retains the majority of the voting interest. In addition, Seanergy evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements. When the Company does not have a controlling interest in an entity, but exerts a significant influence over the entity, the Company applies the equity method of accounting. All significant intercompany balances and transactions and any intercompany profit or loss on assets remaining with the Group have been eliminated in the accompanying consolidated financial statements. The Company deconsolidates a subsidiary or derecognizes a group of assets when the Company no longer controls the subsidiary or group of assets specified in Accounting Standards Codification (ASC or Codification) 810-10-40-3A. When control is lost, the Company derecognizes the assets and liabilities of the qualifying subsidiary or group of assets. The Financial Accounting Standards Board (“FASB”) concluded that the loss of control and the related deconsolidation of a subsidiary or derecognition of a group of assets specified in ASC 810-10-40-3A is a significant economic event that changes the nature of the investment held in the subsidiary or group of assets. Based on this consideration, a gain or loss is recognized upon the deconsolidation of a subsidiary or derecognition of a group of assets.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates include evaluation of relationships with other entities to identify whether they are variable interest entities, determination of vessel useful lives, allocation of purchase price in a business combination, determination of vessels’ impairment and determination of goodwill impairment.
Seanergy’s functional currency is the United States dollar since the Company’s vessels operate in international shipping markets and therefore primarily transact business in U.S. Dollars. The Company’s books of accounts are maintained in U.S. Dollars. Transactions involving other currencies are translated into the United States dollar using exchange rates that are in effect at the time of the transaction. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated to United States dollars at the foreign exchange rate prevailing at year-end. Gains or losses resulting from foreign currency translation are reflected in the consolidated statement of loss.
Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of the financial condition of its customers, receives charter hires in advance and generally does not require collateral for its accounts receivable.
Seanergy considers time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Restricted cash is excluded from cash and cash equivalents. Restricted cash represents minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Company’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Company, which are legally restricted as to withdrawal or use. In the event that the obligation relating to such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets; otherwise they are classified as non-current assets.
Accounts receivable trade, net at each balance sheet date, includes receivables from charterers for hire, freight and demurrage billings, net of a provision for doubtful accounts. Receivables related to spot voyages are determined to be unconditional and include in Accounts Receivable Trade, Net. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No provision for doubtful accounts was established as of December 31, 2019 and 2018.
Inventory is measured at the lower of cost or net realizable value according to the provisions of ASU 2015-11, Inventory. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Cost is determined by the first in, first out method.
The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets and for insured crew medical expenses and for legal fees covered by directors’ and officers’ liability insurance. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages or when crew medical expenses are incurred, recovery is probable under the related insurance policies, the claim is not subject to litigation and the Company can make an estimate of the amount to be reimbursed. The classification of the insurance claims into current and non-current assets is based on management’s expectations as to their collection dates.
Vessels acquired as a part of a business combination are recorded at fair market value on the date of acquisition. Vessels acquired as asset acquisitions are stated at historical cost, which consists of the contract price less discounts, plus any material expenses incurred upon acquisition (delivery expenses and other expenditures to prepare for the vessel’s initial voyage). Vessels acquired from entities under common control are recorded at historical cost. Subsequent expenditures for conversions and major improvements are capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Expenditures for routine maintenance and repairs are expensed as incurred.
Depreciation is computed using the straight-line method over the estimated useful life of the vessels (25 years), after considering the estimated salvage value. Salvage value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight ton. Salvage values are periodically reviewed and revised to recognize changes in conditions, new regulations or for other reasons. Revisions of salvage values affect the depreciable amount of the vessels and affect depreciation expense in the period of the revision and future periods.
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolesce or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus unamortized dry-docking costs, may not be recoverable. The volatile market conditions in the dry bulk market with decreased charter rates and decreased vessel market values are conditions that the Company considers to be indicators of a potential impairment for its vessels. The Company determines undiscounted projected operating cash flows for each vessel and compares it to the vessel’s carrying value. When the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition are less than the vessel’s carrying amount, the Company impairs the carrying amount of the vessel. Measurement of the impairment loss is based on the fair value of the asset as determined by independent valuators and use of available market data. The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the non-fixed days (based on a combination of one year charter rates estimates and the average of the trailing 10-year historical charter rates, excluding outliers) adjusted for commissions, expected off hires due to scheduled maintenance and estimated unexpected breakdown off hires. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled maintenance.
The Company follows the deferral method of accounting for dry-docking costs and special survey costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the expected date of the next dry-docking which is scheduled to become due in 2 to 3 years. Dry-docking costs which are not fully amortized by the next dry-docking period are expensed.
Liabilities for loss contingencies, arising from claims, assessments, litigation, fines and penalties, environmental and remediation obligations and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
Revenues are generated from time charters, bareboat charters and spot charters. A time charter is a contract for the use of a vessel as well as vessel operations for a specific period of time and a specified daily charter hire rate, which is generally payable in advance. A bareboat charter is a contract in which the vessel is provided to the charterer for a fixed period of time at a specified daily rate, which is generally payable in advance. Spot charter agreements are charter hires, where a contract is made in the spot market for the use of a vessel for a specific voyage at a specified charter rate per ton of cargo. Time charter revenue, including bareboat charter revenue, is recorded over the term of the charter agreement as the service is provided and collection of the related revenue is reasonably assured. Under a time charter, revenue is adjusted for a vessel’s off hire days due to major repairs, dry dockings or special or intermediate surveys (Note 2(p)). Spot charter revenue is recognized on a pro-rata basis over the duration of the voyage, when a voyage agreement exists, the price is fixed or determinable, service is provided and the collection of the related revenue is reasonably assured. Demurrage income, which is considered a form of variable consideration and is recognized as the performance obligation is satisfied, is included in voyage revenues, and represents payments by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter agreements. Demurrage income for the years ended December 31, 2019, 2018 and 2017 was $1,528, $2,108 and $1,935, respectively. Despatch expense, which is considered a form of variable consideration and is recognized as the performance obligation is satisfied, is included in voyage revenues, and represents payments to the charterer by the vessel owner when loading or discharging time is faster than the stipulated time in the voyage charter agreements. Despatch expense for the years ended December 31, 2019, 2018 and 2017 was $432, $612 and $501, respectively. On January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers and the related amendments (“ASC 606” or “the new revenue standard”). The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The Company analyzed its contacts with charterers as at the adoption date, and determined that its spot charters fall under the provisions of ASC 606, while its time charter agreements contain leases which are evaluated under lease guidance as discussed in Note 2(p). Under the new revenue standard, voyage revenue is recognized from the time when the vessel arrives at the load port until completion of cargo discharge. The adoption of new standard resulted in an increase in the opening Accumulated deficit balance as of January 1, 2018 of approximately $1,788 as a result of the adjustment of Vessels revenue and Voyage expenses. Having not adopted ASC 606, the Company’s consolidated net loss would have been $352 (approximately $0.14 per share) less for the year ended December 31, 2018. Remaining Performance Obligations The Company has taken the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Disaggregation of Revenue The Company disaggregates its revenue from contracts with customers by the type of charter (time charters and spot charters). The following table presents the Company’s net trade accounts receivable disaggregated by revenue source as at December 31, 2019 and 2018:
Deferred revenue represents cash received in advance of performance under the contract prior to the balance sheet date and is realized when the associated revenue is recognized under the contract in periods after such date. The current portion of Deferred revenue as of December 31, 2019 was $1,663 under ASC 606 and $2,633 under ASC 842. The non-current portion of Deferred revenue as of December 31, 2019 relates entirely to ASC 606. Revenue recognized in 2019 from amounts included in deferred revenue at the beginning of the period was $890. Revenue recognized in 2018 from amounts included in deferred revenue at the beginning of the period was approximately $1,741.
In February 2016, the FASB issued ASU No. 2016-02 - Leases (ASC 842), and as amended, it requires lessees to recognize most leases on the balance sheet. The Company early adopted ASC 842, as amended from time to time, retrospectively from January 1, 2018. The Company also elected to apply the additional and optional transition method to new and existing leases at the adoption date as well as all the practical expedients which allowed the Company’s existing lease arrangements, in which it was a lessee or lessor, classified as operating leases under ASC 840 to continue to be classified as operating leases under ASC 842. The Company concluded that the criteria for not separating lease and non-lease components of its time charter contracts are met, since (i) the time pattern of recognizing revenues for crew and other services for the operation of the vessels is similar to the time pattern of recognizing rental income, (ii) the lease component of the time charter contracts, if accounted for separately, would be classified as an operating lease, and (iii) the predominant component in its time charter agreements is the lease component. In this respect, the Company accounts for the combined component as an operating lease in accordance with ASC 842. The Company recognizes income from lease payments over the lease term on a straight line basis. The Company assessed its new time charter contracts at the adoption date under the new guidance and concluded that these contracts contain a lease with the related executory costs (insurance), as well as non-lease components to provide other services related to the operation of the vessel, with the most substantial service being the crew cost to operate the vessel. The Company recognizes income for variable lease payments in the period when changes in facts and circumstances on which the variable lease payments occur. Rental income on the Company’s time charterers is mostly calculated at an index linked rate based on the five T/C routes rate of the Baltic Capesize Index. The Company recognized a right of use asset for rental of office space at the adoption date. The following table presents the Company’s income statement figures derived from spot charters for the year ended December 31, 2019:
The following table presents the Company’s income statement figures derived from time charters for the year ended December 31, 2019:
Charterers individually accounting for more than 10% of revenues during the years ended December 31, 2019, 2018 and 2017 were:
As of December 31, 2019, the Company has entered into five long-term time charter agreements for periods of thirty-three to sixty months, with charterer’s option to extend all time charters. The first time charter commenced on November 5, 2018. Two time charters commenced in the third quarter of 2019. The remaining two time charters commenced in the fourth quarter or 2019. During 2019, the Company successfully installed exhaust gas cleaning systems, or scrubbers, on these five vessels. A portion of the scrubbers cost was paid for by the charterers, where such portion is provided for by the chartering agreements as an increased daily rate, which the Company accounts for on a straight-line basis over the minimum duration of each charter party. Amounts received in advance related to scrubber increased daily rates are recorded in Other current assets in the accompanying balance sheets. Office lease In April 2018, the Company moved into new office spaces. Under ASC 842, the lease is classified as an operating lease and a lease liability and right-of-use asset based on the present value of future minimum lease payments have been recognized on the balance sheet. The monthly rent expense is recorded in general and administration expenses. The Company has assessed the lease for impairment, and since no impairment indicators existed, no impairment charge was recorded.
In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606. The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for the Company, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale as the transaction would be classified as a financing arrangement by the Company as it effectively retains control of the underlying asset. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.
Commissions, which include address and brokerage commissions, are recognized in the same period as the respective charter revenues. Address commissions to third parties are included in Commissions while brokerage commissions to third parties are included in Voyage expenses.
Vessel voyage expenses primarily consist of port, canal, bunker expenses and brokerage commissions that are unique to a particular charter and are paid for by the charterer under time charter agreements, bareboat charters and other non-specified voyage expenses. Under a spot charter, the Company incurs and pays for certain voyage expenses, primarily consisting of bunkers consumption, brokerage commissions, port and canal costs. Under ASC 606 and after implementation of ASC 340-40 “Other assets and deferred costs” for contract costs, incremental costs of obtaining a contract with a customer, and contract fulfillment costs, are capitalized and amortized as the performance obligation is satisfied, if certain criteria are met. The Company has adopted the practical expedient not to capitalize incremental costs when the amortization period (voyage period) is less than one year. Costs to fulfill the contract prior to arriving at the load port primarily consist of bunkers which are deferred and amortized during the voyage period. Voyage costs arising as performance obligation are expensed as incurred.
All repair and maintenance expenses, including major overhauling and underwater inspection expenses are expensed in the year incurred. Such costs are included in Vessel operating expenses.
Underwriting, legal and other direct costs incurred with the issuance of long-term debt or to refinance existing debt are deferred and amortized to interest expense over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid are expensed in the period the repayment is made. The Company presents unamortized deferred financing costs as a reduction of long-term debt in the accompanying balance sheets.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized, when applicable, for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administration expenses. Maritime Capital Shipping (HK) Limited, the Company’s management office in Hong Kong, is subject to Hong Kong profits tax at a rate of 16.5% on the estimated assessable profit for the year. The estimated profits tax for the year ended December 31, 2019 is $NIL. Seanergy Management Corp. (“Seanergy Management”), the Company’s management company, established in Greece under Greek Law 89/67 (as amended to date), is subject to an annual contribution calculated on the total amount of foreign exchange annually imported and converted to Euros. The contribution to be paid in 2020 by Seanergy Management for 2019 is estimated at $80. Two of the Company’s vessel-owning subsidiaries are registered in Malta since May 23, 2018. The subsidiaries are subject to a corporate flat tax rate. Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating the ships meets both of the following requirements: (a) the Company is organized in a foreign country that grants an equivalent exception to corporations organized in the United States and (b) either (i) more than 50% of the value of the Company’s stock is owned, directly or indirectly, by individuals who are “residents” of the Company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (50% Ownership Test) or (ii) the Company’s stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States (Publicly-Traded Test). Notwithstanding the foregoing, the regulations provide, in pertinent part, that each class of the Company’s stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the value of such class of the Company’s outstanding stock (“5 Percent Override Rule”). The Company and each of its subsidiaries did not qualify for this statutory tax exemption for the 2019 taxable year, as the Company did not meet the 50% Ownership Test requirement and was subject to the 5 Percent Override Rule for 2019. The Company estimates that since no more than the 50% of its shipping income will be treated as being United States source income, the effective tax rate is expected to be 2% and accordingly it anticipates that the impact on its results of operations will not be material. Some of the charterparties contain clauses that permit the Company to seek reimbursement from charterers of any U.S. tax paid. The Company has sought reimbursement and has secured payment from most of its charterers. The Company’s U.S. federal income tax based on its U.S. source shipping income for 2019 2018 and 2017, taking into consideration charterers’ reimbursement, was $22, $NIL and $NIL, respectively.
Stock-based compensation represents vested and non-vested common stock granted to directors and employees for their services as well as to non-employees. The Company calculates stock-based compensation expense for the award based on its fair value on the grant date and recognizes it on an accelerated basis over the vesting period. The Company assumes that all non-vested shares will vest. The Company does not include estimated forfeitures in determining the total stock-based compensation expense because it estimates the forfeitures of non-vested shares to be immaterial. The Company re-evaluates the reasonableness of its assumption at each reporting period.
Basic earnings (losses) per common share are computed by dividing net income (loss) available to Seanergy’s shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings (losses) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted at the beginning of the periods presented, or issuance date, if later. The treasury stock method is used to compute the dilutive effect of warrants and shares issued under the Equity Incentive Plan. The if-converted method is used to compute the dilutive effect of shares which could be issued upon conversion of the convertible notes. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.
Seanergy reports financial information and evaluates its operations by total charter revenues and not by the length of vessel employment, customer, or type of charter. As a result, management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus, Seanergy has determined that it operates under one reportable segment. Furthermore, when Seanergy charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, disclosure of geographic information is impracticable.
The Company follows the provisions of ASC 820, Fair Value Measurement, which defines fair value and provides guidance for using fair value to measure assets and liabilities. The guidance creates a fair value hierarchy of measurement and describes fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. In accordance with the requirements of accounting guidance relating to Fair Value Measurements, the Company classifies and discloses its assets and liabilities carried at the fair value in one of the following categories:
The Company follows the provisions of ASC 470-50, Modifications and Extinguishments, to account for all modifications or extinguishments of debt instruments, except debt that is extinguished through a troubled debt restructuring or a conversion of debt to equity securities of the debtor pursuant to conversion privileges provided in terms of the debt at issuance. This Subtopic also provides guidance on whether an exchange of debt instruments with the same creditor constitutes an extinguishment and whether a modification of a debt instrument should be accounted for in the same manner as an extinguishment. In circumstances where an exchange of debt instruments or a modification of a debt instrument does not result in extinguishment accounting, this Subtopic provides guidance on the appropriate accounting treatment. Costs associated with new loans or refinancing of existing loans, including fees paid to lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as deferred charges. Costs paid directly to third parties are expensed as incurred. Deferred financing costs are presented as a deduction from the corresponding liability. Such fees are deferred and amortized to interest and finance costs during the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made.
The convertible notes are accounted for in accordance with ASC 470-20 “Debt with Conversion and Other Options.” The terms of each convertible note included an embedded conversion feature which provided for a conversion at the option of the holder into shares of common stock at a predetermined rate. The Company determined that the conversion features were beneficial conversion features (“BCF”) pursuant to ASC 470-20. The Company considered the BCF guidance only after determining that the features did not need to be bifurcated under ASC 815 “Derivatives and Hedging” or separately accounted for under the cash conversion literature of ASC 470-20. Accounting for an embedded BCF in a convertible instrument requires that the BCF be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of the BCF to additional paid-in capital, resulting in a discount on the convertible instrument. This discount is accreted from the date on which the BCF is first recognized through the stated maturity date of the convertible instrument using the effective yield method. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the BCF is limited to the amount of the proceeds allocated to the convertible instrument. The intrinsic value of the BCF is determined as the number of shares converted from the convertible note times the positive difference between the fair value of the stock on the commitment date and the contractual conversion price.
The Company follows the provisions of ASC 480 “Distinguishing liabilities from equity” to determine the classification of certain freestanding financial instruments as either liabilities or equity. The Company in its assessment for the accounting of the warrants issued in connection with the May 13, 2019 public offering and the Jelco Private Placement has taken into consideration ASC 480 “Distinguishing liabilities from equity” and determined that the warrants should be classified as equity instead of liability. The Company further analyzed key features of the warrants to determine whether these are more akin to equity or to debt and concluded that the warrants are equity-like. In its assessment, the Company identified certain embedded features, examined whether these fall under the definition of a derivative according to ASC 815 applicable guidance or whether certain of these features affected the classification. Derivative accounting was deemed inappropriate and thus no bifurcation of these features was performed. Upon exercise of the warrants, the holder is entitled to receive common shares. ASC 480 requires that a warrant which contains an obligation that may require the issuer to redeem the shares in cash, be classified as a liability and accounted for at fair value. No warrants were classified as liabilities.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern. ASU No. 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and on related required footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. Recent Accounting Pronouncements Adopted On January 1, 2019, the Company adopted ASU No. 2018-07, Compensation—Stock Compensation, which concerns improvements to nonemployee share-based payment accounting. The amendments in this Update affect all entities that enter into share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The classification of equity-classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless modified after the good has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. The adoption of ASU No. 2018-07 did not have a material effect in the Company’s consolidated financial statements and disclosures. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This standard, including the codification improvements issued in November 2018, requires entities to measure all expected credit losses of financial assets held at a reporting date based on historical experience, current conditions, and reasonable and supportable forecasts in order to record credit losses in a more timely manner. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. In November 2018, FASB issued ASU 2018-19, Codification Improvements to topic 326, Financial Instruments-Credit Losses. The amendments in this update clarify that operating lease receivables are not within the scope of ASC 326-20 and should instead be accounted for under the new leasing standard, ASC 842. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments Credit Losses, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 Financial Instruments, the amendments of which clarify the modification of accounting for available for sale debt securities excluding applicable accrued interest, which must be individually assessed for credit losses when fair value is less than the amortized cost basis. In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses (Topic 326)—Targeted Transition Relief, which is the final version of Proposed Accounting Standards Update 2019-100—Targeted Transition Relief for Topic 326, Financial Instruments—Credit Losses, which has been deleted. This Update provides entities with an option to irrevocably elect the fair value option applied on an instrument-by-instrument basis for certain financial assets upon the adoption of Topic 326. The fair value option election does not apply to held-to-maturity debt securities. An entity that elects the fair value option should subsequently apply the guidance in Subtopics 820-10, Fair Value Measurement-Overall, and 825-10. In December 2019, FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. This update introduced an expected credit loss model for the impairment of financial assets measured at amortized cost basis. That model replaces the probable, incurred loss model for those assets. The standard is effective for interim and annual reporting periods beginning after December 15, 2019, although early adoption is permitted for interim and annual periods beginning after December 15, 2018. The Company has assessed all the expected credit losses of its financial assets and the adoption of this ASU does not have a material impact on the Company’s consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement, which improves the effectiveness of fair value measurement disclosures. The amendments in the Update apply to all entities that are required under existing GAAP, to make disclosures about recurring and non-recurring fair value measurements. ASU No. 2018-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and related disclosures. In November 2019, the FASB issued ASU 2019-08, Codification Improvements—Share-Based Consideration Payable to a Customer. The amendments in this update require that an entity measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. The amount recorded as a reduction of the transaction price is required to be measured on the basis of the grant-date fair value of the share-based payment award in accordance with Topic 718. The grant date is the date at which a grantor (supplier) and a grantee (customer) reach a mutual understanding of the key terms and conditions of a share-based payment award. The classification and subsequent measurement of the award are subject to the guidance in Topic 718 unless the share-based payment award is subsequently modified and the grantee is no longer a customer. The new guidance is effective in the first quarter of 2020 for entities that have adopted ASU 2018-07. The Company has assessed the impact of this new accounting guidance and the adoption of this ASU does not have a material impact on its consolidated financial statements and the related disclosures. |
Long-Term Debt and Other Financial Liabilities |
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Long-Term Debt and Other Financial Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt and Other Financial Liabilities |
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
Long-term debt On March 6, 2015, the Company entered into a loan agreement with Alpha Bank A.E., for a secured loan facility in an amount of $8,750 or the Leader Alpha Bank Loan Facility. The loan was used to partially finance the acquisition of the Leadership. On July 1, 2019, the Company entered into a supplemental agreement to the facility, whereby, among other things, (i) the amount of the four scheduled quarterly amortization payments falling due within 2019 was reduced from $250 to $100 and (ii) an amount of $503 due to be repaid in the first quarter of 2019 was deferred to the final balloon installment due on March 17, 2020. As of December 31, 2019, the amount outstanding under the facility was $5,303. On September 1, 2015, the Company entered into a loan agreement with Hamburg Commercial Bank AG, formerly known as HSH Nordbank AG, for a secured loan facility of $44,430, or the HCOB Facility. The loan was fully drawn down in 2015 and was used to pay for the acquisition of the Geniuship and the Gloriuship. The loan is repayable in quarterly installments being approximately $1,049 each, along with a balloon installment of $28,837 payable on the final maturity date, June 30, 2020. As of December 31, 2019, the amount outstanding under the facility was $30,936. On September 11, 2015, the Company entered into a facility agreement with UniCredit Bank AG, for a secured loan facility of $52,705. The loan was fully drawn down in 2015 and was made available to partially finance the acquisition of the Premiership, Gladiatorship and Guardianship. On November 22, 2018, the Company entered into an amendment and restatement of the facility, referred to as the Amended and Restated UniCredit Loan Facility, in order to (i) release the respective vessel-owning subsidiaries of the Gladiatorship and the Guardianship as borrowers and (ii) include as replacement borrower the vessel-owning subsidiary of the Fellowship. On July 3, 2019, the Company entered into a supplemental agreement to the Amended and Restated UniCredit Bank Loan Facility. Pursuant to its terms, among other things: (i) $2,208 of installments originally falling due within 2019 were deferred to the balloon installment on December 28, 2020, (ii) the applicable margin was increased by 1% from 3.20% to 4.20% with effect from March 26, 2019 until December 27, 2019 inclusive and reinstated to the original levels subsequently and (iii) the requirement for each borrower to hold minimum liquidity of $500 cash was cancelled. As of December 31, 2019, the amount outstanding under this facility was $37,841. On November 4, 2015, the Company entered into a loan agreement with Alpha Bank A.E., for a secured loan facility of $33,750, or the Squire Alpha Bank Loan Facility. The loan was used to partially finance the acquisition of the Squireship. On July 1, 2019, the Company entered into a supplemental agreement to the Squire Alpha Bank Loan Facility. Pursuant to its terms, among other things: (i) the amount of the eight scheduled quarterly amortization payments falling due within 2020 and 2021 was increased from $844 to $919 (and as a result the balloon installment was reduced accordingly) and (ii) the requirement for the borrower to hold minimum liquidity of $500 cash was cancelled for 2019. The loan is repayable in eight quarterly installments of $919 each along with a balloon installment of $20,250 payable on the final maturity date, November 10, 2021. As of December 31, 2019, the amount outstanding under this facility was $27,000. On December 2, 2015, the Company entered into a facility agreement with Natixis, for a secured loan facility of $39,412. The loan was used to partially finance the acquisition of the Championship. On September 29, 2017, Natixis entered into a deed of release and fully discharged the then outstanding balance of $35,412 of the secured term loan facility obligations to the lender for a total settlement amount of $24,000 on September 29, 2017. The first-priority mortgage over the Championship and all other securities created in favor of Natixis were irrevocably and unconditionally released pursuant to the deed of release. In the third quarter of 2017, the Company recognized a gain from the Natixis refinancing of $11,392, net of $6 refinancing charges and $14 write-off of unamortized deferred financing charges which is presented in “Gain on debt refinancing” in the consolidated statements of loss. On May 24, 2017, the Company entered into a loan agreement with Amsterdam Trade Bank N.V. for a secured loan facility of up to $18,000 to partially finance the acquisition of the Partnership. On September 25, 2017, in order to partially fund the refinancing of the previous loan facility with Natixis dated December 2, 2015, the facility was amended and restated (the “Amended and Restated ATB Loan Facility”), increasing the loan amount by an additional tranche of $16,500, or Tranche B. The amendment and restatement of the facility did not alter the interest rate, the maturity date, the amortization and the repayment terms of the existing tranche under the loan facility, or the financial covenants applicable to the Company as guarantor. On November 7, 2018, ATB entered into a deed of release with respect to the Championship, releasing the underlying borrower in full after the settlement of the outstanding balance of $15,700 pertaining to the specific vessel tranche. The first-priority mortgage over the Championship and all other securities created in favor of ATB for the specific vessel’s tranche were irrevocably and unconditionally released pursuant to the deed of release. On February 15, 2019, Amsterdam Trade Bank N.V. entered into a further deed of release with respect to the Partnership resulting in a complete release of the facility agreement after full settlement of the outstanding balance of $16,390. On February 13, 2019, the Company entered into a new loan facility with ATB, or the New ATB Loan Facility, in order to (i) refinance the existing indebtedness over the Partnership under the Amended and Restated ATB Loan Facility and (ii) for the financing of installation of open loop scrubber systems on the Squireship and Premiership. The New ATB Loan Facility is divided in Tranche A, relating to the refinancing of the Partnership, and Tranches B and C for the financing of the scrubber systems on the Squireship and the Premiership, respectively. Pursuant to the terms of the facility, Tranche A is repayable in sixteen equal quarterly installments being $200 each starting from February 26, 2019 and a balloon payment of $13,190 payable on November 27, 2022 and each of Tranche B and C is repayable in one quarterly installment of $162.5 and eleven quarterly installments of $189.8 starting from November 28, 2019 until August 26, 2022. As of December 31, 2019, the amount outstanding under this facility was $19,765. On June 11, 2018, the Company entered into a $24,500 loan agreement with Blue Ocean maritime lending funds managed by EnTrustPermal for the purpose of refinancing the outstanding indebtedness of the Lordship under the previous loan facility with NSF dated November 28, 2016. The facility matures in June 2023 and can be extended until June 2025 subject to certain conditions. Specifically, the borrower has the right to sell the vessel back to the lender at a pre-agreed price of $20,800 on the fifth anniversary of the loan utilization (“Year-5 Put Option”). If the borrower elects to exercise the Year-5 Put Option, the lender has the right to extend the termination date of the loan by a further two years, in which case the exercise of the Year-5 Put Option by the borrower shall be cancelled in its entirety. Furthermore, the borrower has the right to sell the ship back to the lender at a pre-agreed price of $15,000 on the seventh anniversary of the loan utilization (“Year-7 Put Option”). If the borrower elects to exercise the Year-7 Put Option then the lenders will be obliged to purchase the ship at the pre-agreed price. The loan facility bears a weighted average all-in interest rate of 11.4% and 11.2% assuming a maturity date in June 2023 or in June 2025, respectively. The principal obligation amortizes in 20 or 28 quarterly installments, with a balloon payment of $15,300 or $9,500 due at maturity, assuming a maturity date in June 2023 or in June 2025, respectively. As of December 31, 2019, the amount outstanding under this facility was $23,300. Each of the facilities mentioned above is secured by a first priority mortgage over the respective vessel. The Squire Alpha Bank Loan Facility is additionally secured by a second priority mortgage over the Leadership. As of December 31, 2019, the Company was in compliance with all covenants relating to its loan facilities, except for the security cover ratio covenant under the HCOB Loan Facility. Such covenant breach can be rectified by the Company by paying the lender an amount equal to the difference of the value secured and the security requirement of approximately $936, or by providing additional security of $1,123 (Note 3). Even though as of the date of issuance of the consolidated financial statements the lenders have not declared an event of default under the loan agreement, the breach of this financial covenant constitutes an event of default with the passage of time and under certain circumstances and could result in the lender requiring immediate repayment of the outstanding loan, which matures in late June 2020. Management believes that the lender will not demand payment of the loan before its maturity, since the Company will continue to pay interest and loan installments, as they fall due under the existing loan facility. Other Financial Liabilities - Sale and Leaseback Transactions On June 28, 2018, the Company entered into a $26,500 sale and leaseback agreement for the Knightship with Hanchen Limited (“Hanchen”), an affiliate of AVIC International Leasing Co., Ltd., for the purpose of refinancing the outstanding indebtedness of the Knightship under the previous loan facility with NSF dated November 28, 2016. The Company’s wholly-owned subsidiary, Knight Ocean Navigation Co (“Knight”) sold and chartered back the vessel on a bareboat basis for an eight year period, having a purchase obligation of $5,299 at the end of the eighth year and having the option to repurchase the Knightship at any time following the second anniversary of the bareboat charter. Under ASC 842-40, the transaction was accounted for as a financial liability. The bareboat charter is secured by a general assignment covering earnings, insurances and requisition compensation, an account pledge agreement, a share pledge agreement of the shares of the Charterer, technical and commercial managers’ undertakings and a guarantee from the Company. Of the $26,500, $18,550 were cash proceeds, $6,625 was withheld by Hanchen as an upfront charterhire upon the delivery of the vessel, and an amount of $1,325, or Charterer’s Deposit, included in “Deposits assets, non-current” in the consolidated balance sheet, was given as a deposit by Knight to Hanchen upon the delivery of the vessel in order to secure the due observance and performance by Knight of its obligations and undertakings as per the sale and leaseback agreement. The Charterer’s Deposit can be set off against the balloon payment at maturity. The bareboat charter requires Knight to maintain an amount of $1,325 (Note 5) until June 28, 2020 or if earlier, a sub-charter in form and substance acceptable to Hanchen is available. The charterhire principal bears interest at LIBOR plus a margin of 4% and amortizes in thirty-two consecutive equal quarterly installments of approximately $456 along with a balloon payment of $5,299 at maturity on June 29, 2026. The Charterer is required to maintain a value maintenance ratio (as defined in the additional clauses of the bareboat charter) of at least 120% of the charterhire principal minus the Charterer’s Deposit and the additional amount of $1,325 (Note 5). The charterhire principal, as of December 31, 2019, was $17,142. On November 7, 2018, the Company entered into a $23,500 sale and leaseback agreement for the Championship with Cargill International SA (“Cargill”) for the purpose of refinancing the outstanding indebtedness of the Championship under the Amended and Restated ATB Loan Facility. The Company sold and chartered back the vessel from Cargill on a bareboat basis for a five year period, having a purchase obligation at the end of the fifth year. Under ASC 842-40, the transaction was accounted for as a financial liability. The Company is required to maintain an amount of $1,600 which may be set-off against the vessel repurchase price (Note 5). Moreover, under the subject sale and leaseback agreement, an additional tranche was provided to the Company for an amount of up to $2,750 for the purpose of financing the cost associated with the acquisition and installation on board the Championship of an open loop scrubber system. The subject tranche has been placed in an escrow account and is made available gradually subject to certain progress milestones. As of December 31, 2019, $248 remained from this additional tranche, which is included in “Other current assets” in the consolidated balance sheet. The cost of the financing is equivalent to an expected fixed interest rate of 4.71% for five years. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The Company has continuous options to buy back the vessel during the whole five-year sale and leaseback period at predetermined prices as set forth in the agreement and at the end of which period it has a purchase obligation at $14,051. Additionally, at the time of purchase, if the market value of the vessel is greater than a floor price, as set forth in the agreement, the Company will pay to Cargill 20% of the difference between the market price and the floor price. The floor price started at $30,000 on November 7, 2018 and reduces to to $22,773 at the end of the five year term. The Company has concluded that such contingent payment shall not be accrued in the consolidated financial statements, since information available does not indicate that it is probable that a liability has been incurred (i.e., buy back option) as of the latest balance sheet date and cannot be estimated. Moreover, as part of the transaction, the Company issued 120,000 of its common shares to Cargill which were subject to customary statutory registration requirements. The fair market value of the shares on the date issued to Cargill was $1,541 and amortize over the lease term using the effective interest method. The unamortized balance is accounted for as a deferred finance cost and is classified in other financial liabilities on the consolidated balance sheet. The charterhire principal amortizes in sixty monthly installments averaging approximately $167 each along with a balloon payment of $14,051, including the additional scrubber tranche, at maturity on November 7, 2023. The charterhire principal and the scrubber tranche, as of December 31, 2019, was $21,515 and $2,708, respectively. All of the Company’s secured facilities (i.e., long-term debt and other financial liabilities) bear either floating interest at LIBOR plus a margin or fixed interest. Certain of the Company’s long-term debt and other financial liabilities contain financial covenants and undertakings requiring the Company to maintain various financial ratios, including:
The Leader and Squire Alpha Bank Loan Facilities place a restriction on the Company’s ability to distribute dividends to its shareholders, pursuant to which the amount of the dividends so declared shall not exceed 50% of the Company’s net income except in case the cash and marketable securities are equal or greater than the amount required to meet the Company’s consolidated debt installments and interest payments until maturity for the Leader Alpha Bank Loan Facility and for the following eighteen-month period for the Squire Alpha Bank Loan Facility. Pursuant to the terms of the commitment letters signed on February 24, 2020, the Company expects the restrictions on its ability to distribute dividends to be removed (Note 15). At December 31, 2019, eight of the Company’s owned vessels, having a net carrying value of $195,993, were subject to first and second priority mortgages as collateral to their long-term debt facilities. In addition, the Company’s two bareboat chartered vessels, having a net carrying value of $57,788 at December 31, 2019, have been financed through other financial liabilities (i.e., sale and leaseback agreements). The annual principal payments required to be made after December 31, 2019, without taking into consideration the classification of all long-term debt and other financial liabilities as current as discussed in Note 3, are as follows:
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Transactions with Related Parties |
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Transactions with Related Parties [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with Related Parties |
On May 9, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Jelco Delta Holding Corp., or Jelco, a company affiliated with Claudia Restis, who is the Company’s principal shareholder, in exchange for, among other things, the full and final settlement of certain unpaid interest and the neutralization of the interest rate under the Jelco Notes and the Jelco Loans (see below) for the period of April 1, 2019 until December 31, 2019 inclusive and a waiver of a mandatory prepayment requirement under the Fourth Jelco Loan (Note 4(c) & 11). In particular, in exchange for: (a) 621,958 Units (Note 11), Jelco settled $2,115 of accrued unpaid interest through March 31, 2019 and (b) 1,201,571 Units, Jelco (i) amended the interest rate at 0% per annum under each of the Jelco Notes and Jelco Loans for the period between April 1, 2019 and December 31, 2019 inclusive, resulting in an elimination of interest payments in an aggregate amount of $3,846 (which was accounted for as a deferred finance cost), and (ii) waived the mandatory prepayment obligation under the Fourth Jelco Loan to prepay the full or any part of the loan by utilizing at least 25% of the net proceeds of any public offering of securities, resulting in a deferred finance cost of $239. The $2,115 accrued unpaid interest settled was written off and an equal amount was recorded in equity at a price of $3.40 per unit which was determined as the fair value of the units at the date of the transaction, by reference to the public offering of units (Note 11) that took place concurrently with the private placement. In this respect, no gain or loss was recognized in the accompanying consolidated financial statements in relation with this transaction. The Company considered the guidance under ASC 470-50 “Debt Modifications and Extinguishments” regarding the elimination of interest payments and the deferred finance cost for the waiver of the prepayment of $3,846 and $239, respectively, Such amounts were deemed equivalent to the fair value of the shares issued to Jelco under the Purchase Agreement. The transaction was accounted for as debt modification, and as such, both amounts were recorded in equity and were deferred and amortized over the duration of the related facilities (and presented on the balance sheet against the respective balances as “net of deferred finance costs”).
March 12, 2015 - $4,000 Convertible Note (First Jelco Note) On March 12, 2015, the Company issued a convertible note of $4,000 to Jelco for general corporate purposes. The aggregate outstanding principal is repayable in December 2020. The First Jelco Note is secured by a guarantee from the Company’s wholly-owned subsidiary, Emperor Holding Ltd. (“Emperor”), which is the holding company of the vessel-owning subsidiary that owns the Lordship and of the bareboat charterer of the Knightship. On March 26, 2019, the Company and Jelco amended the First Jelco Note, in order to, among other things, (i) extend the maturity to December 31, 2020 and (ii) provide that the aggregate outstanding principal amount along with accrued interest shall be repaid in one bullet payment on the maturity date. On May 29, 2019, the Company and Jelco further amended the First Jelco Note, in order to reflect the changes agreed with Jelco in the Purchase Agreement: (i) interest of $155 unpaid and accrued up to March 31, 2019 inclusive was deemed fully and finally settled, (ii) the interest rate was amended to 0% per annum for the period between April 1, 2019 and December 31, 2019 inclusive and (iii) the interest rate from January 1, 2020 until maturity was set at three-month LIBOR plus a margin of 5% with quarterly interest payments. As of December 31, 2019, $3,800 was outstanding under the First Jelco Note. September 27, 2017 - $13,750 Convertible Note (Third Jelco Note) On September 27, 2017, the Company issued a convertible note of $13,750 to Jelco for, inter alia, general corporate purposes. The aggregate outstanding principal is repayable in December 2022. The Third Jelco Note is secured by a second preferred mortgage and second priority general assignment covering earnings, insurances and requisition compensation over the Partnership and a guarantee from the Company’s vessel-owning subsidiary that owns the Partnership; all cross collateralized with the First and the Second Jelco Loans (see below) and secured by a guarantee from Emperor. On February 13, 2019, the Company and Jelco amended the Third Jelco Note, in order to, among other things, (i) extend the note’s maturity to December 31, 2022, (ii) provide that the aggregate outstanding principal amount along with unpaid and accrued interest shall be repaid in one bullet payment on the maturity date and (iii) record the second priority securities and the first guarantee mentioned above. The second priority mortgage, second priority general assignment covering earnings, insurances and requisition compensation over the Partnership and the guarantee issued from the vessel’s owning subsidiary were executed on February 15, 2019. Additionally, an option was given to the Company to prepay at any time the whole or any part of the note in a number of fully paid and non-assessable shares in the Company equal to an amount of the note being prepaid divided by a price per share to be agreed with Jelco. On May 29, 2019, the Company and Jelco further amended the Third Jelco Note, in order to reflect the changes agreed with Jelco in the Purchase Agreement: (i) interest of $540 unpaid and accrued up to March 31, 2019 inclusive was deemed fully and finally settled, (ii) the interest rate was amended to 0% per annum for the period between April 1, 2019 and December 31, 2019 inclusive and (iii) the interest rate from January 1, 2020 until the note’s maturity was set at three-month LIBOR plus a margin of 5% with quarterly interest payments. As of December 31, 2019, $13,750 was outstanding under the Third Jelco Note. The debt movement of the First and Third Jelco Notes is presented below:
The equity movement of the First and Third Jelco Notes is presented below:
September 7, 2015 - $24,665 Revolving Convertible Note (Second Jelco Note) On September 7, 2015, the Company issued a revolving convertible note of $6,765 (the “Applicable Limit”) to Jelco for general corporate purposes. Following twelve amendments to the Second Jelco Note between December 2015 and May 2019, the Applicable Limit was raised to $24,665. Following the eleventh amendment on March 26, 2019, a drawdown request of up to $3,500 can be made by April 10, 2020 (the “Final Revolving Advance Date”). If the request is not made by the Final Revolving Advance Date, the advance will not be available to be drawn. The aggregate outstanding principal is repayable in December 2022. The Second Jelco Note is secured by a guarantee from Emperor. On May 29, 2019, the Company and Jelco amended the Second Jelco Note, in order to reflect the changes agreed with Jelco in the Purchase Agreement: (i) interest of $901 unpaid and accrued up to March 31, 2019 inclusive was deemed fully and finally settled, (ii) the interest rate was amended to 0% per annum for the period between April 1, 2019 and December 31, 2019 inclusive and (iii) the interest rate from January 1, 2020 until the note’s maturity was set at three-month LIBOR plus a margin of 5% with quarterly interest payments. As of December 31, 2019, $21,165 was outstanding under the Second Jelco Note. The debt movement of the Second Jelco Note is presented below:
The equity movement of the Second Jelco Note is presented below:
The Company refers to the First Jelco Note, the Second Jelco Note and the Third Jelco Note as the “Jelco Notes”. The Company may, by giving five business days prior written notice to Jelco at any time, prepay the whole or any part of the Jelco Notes in cash or, subject to Jelco’s prior written agreement on the price per share, in a number of fully paid and nonassessable shares of the Company equal to the amount of the note(s) being prepaid divided by the agreed price per share. At Jelco’s option, the Company’s obligation to repay the principal amount(s) under the Jelco Notes or any part thereof may be paid in common shares at a conversion price of $13.50 per share. Jelco has also received customary registration rights with respect to any shares to be received upon conversion of the Jelco Notes.
First Jelco Loan originally entered into on October 4, 2016 On October 4, 2016, the Company entered into a loan facility with Jelco to partly finance the acquisition of the Lordship and Knightship. As amended, the aggregate amount borrowed was $12,800. As further amended, the facility is repayable in one bullet payment together with accrued interest on the maturity date. The Company is the borrower under the First Jelco Note. On February 13, 2019, the Company and Jelco amended and restated the First Jelco Loan, in order to, among other things, extend the final repayment date to June 30, 2020. On May 29, 2019, the Company and Jelco further amended the First Jelco Loan in order to reflect the changes agreed with Jelco in the Purchase Agreement: (i) interest of $159 unpaid and accrued up to March 31, 2019 inclusive was deemed fully and finally settled, (ii) the interest rate was amended to 0% per annum for the period between April 1, 2019 and December 31, 2019 inclusive, and (iii) the interest rate from January 1, 2020 until maturity was set at three-month LIBOR plus a margin of 8.5%. The First Jelco Loan is secured by a second preferred mortgage and second priority general assignment covering earnings, insurances and requisition compensation over the Partnership and a guarantee from the vessel-owning subsidiary of the Partnership, all cross collateralized with the Third Jelco Note and the Second Jelco Loan, and a guarantee from Emperor. As of December 31, 2019, an amount of $5,900, gross of deferred financing costs, was outstanding under the First Jelco Loan. Second Jelco Loan originally entered into on May 24, 2017 On May 24, 2017, the Company entered into a $16,200 loan facility with Jelco to partially finance the acquisition of the Partnership. On February 13, 2019, the Company and Jelco amended the Second Jelco Loan, in order to, among other things, extend the final repayment date to December 30, 2020. On May 29, 2019, the Company and Jelco further amended the Second Jelco Loan to reflect the changes agreed with Jelco in the Purchase Agreement: (i) interest of $354 unpaid and accrued up to March 31, 2019 was deemed fully and finally settled, (ii) the interest rate was amended to 0% per annum for the period between April 1, 2019 and December 31, 2019 inclusive and (iii) the interest rate from January 1, 2020 until maturity was set at three-month LIBOR plus a margin of 6.0%. The Second Jelco Loan is secured by a second preferred mortgage and second priority general assignment covering earnings, insurances and requisition compensation over the Partnership and a guarantee from the vessel-owning subsidiary of the Partnership; all cross collateralized with the Third Jelco Note and the First Jelco Loan, and a guarantee from Emperor. As of December 31, 2019, an amount of $11,450, gross of deferred financing costs, was outstanding under the Second Jelco Loan. Third Jelco Loan originally entered into on April 10, 2018 On April 10, 2018, the Company entered into a $2,000 loan facility with Jelco for working capital purposes which was refinanced on March 27, 2019 by the Fourth Jelco Loan, described below. All obligations thereunder, including unpaid interest of $96 as of December 31, 2018 (which was written off in the year ended December 31, 2019 and was recorded in equity under the provisions of ASC 470-50), were irrevocably and unconditionally discharged pursuant to the deed of release of March 27, 2019. Fourth Jelco Loan originally entered into on March 26, 2019 On March 26, 2019, the Company entered into a $7,000 loan facility with Jelco, the proceeds of which were utilized (i) to refinance the Third Jelco Loan and (ii) for general corporate purposes. The Company drew down the entire $7,000 on March 27, 2019. The facility has a maturity date of September 27, 2020 and was repayable through one installment of $1,000 due on January 5, 2020 and a balloon installment of $6,000 payable at maturity. If the balance of Cash and Cash Equivalents (including Restricted Cash) as of December 31, 2019 was lower than $7,500, the Company had the option to request the deferral of the first repayment installment to the balloon installment; the Company repaid the $1,000 to Jelco in January 2020. On May 29, 2019, the Company and Jelco amended the Fourth Jelco Loan to reflect the changes agreed with Jelco in the Purchase Agreement: (i) interest of $6 unpaid and accruedup to March 31, 2019 inclusive was deemed fully and finally settled, (ii) the interest rate was amended to 0% per annum for the period between April 1, 2019 and December 31, 2019 inclusive, (iii) the interest rate from January 1, 2020 until maturity was set at 6.0% per annum and (iv) the mandatory obligation to prepay the full or any part of the Fourth Jelco Loan by utilizing an amount equal to not less than 25% of the net proceeds of any public offering of securities was waived. The Fourth Jelco Loan is secured by a guarantee from Emperor. As of December 31, 2019, an amount of $7,000, gross of deferred financing costs, was outstanding under the Fourth Jelco Loan. The Company refers to the First Jelco Loan, the Second Jelco Loan and the Fourth Jelco Loan as the “Jelco Loans”.
On December 19, 2019, the Company entered into a services agreement with Frontier Tankers Corp., or Frontier, a corporation controlled by Claudia Restis, engaged in the ownership of tanker vessels through wholly owned vessel-owning subsidiaries. Pursuant to the Frontier Services Agreement, the Company and Seanergy Management assist Frontier and Frontier’s vessel-owning subsidiaries in their dealings with third parties and provide certain administration and management services. Each of Frontier’s vessel-owning subsidiaries shall pay Seanergy Management a quarterly fee of $0.90. |
Interest and Finance Costs (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Interest and Finance Costs [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Finance Costs | Interest and finance costs are analyzed as follows:
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Interest and Finance Costs - Related Party | Interest and finance costs-related party are analyzed as follows:
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Significant Accounting Policies, Accounts Receivable Trade, Net (Details) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
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Accounts Receivable Trade, Net [Abstract] | ||
Provision for doubtful accounts | $ 0 | $ 0 |
Transactions with Related Parties (Tables) |
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Convertible Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with Related Parties [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Movement of Debt and Equity | The debt movement of the First and Third Jelco Notes is presented below:
The equity movement of the First and Third Jelco Notes is presented below:
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Revolving Convertible Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Transactions with Related Parties [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Movement of Debt and Equity | The debt movement of the Second Jelco Note is presented below:
The equity movement of the Second Jelco Note is presented below:
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Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only) [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only) | Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only) Balance Sheets December 31, 2019 and 2018 (In thousands of US Dollars, except for share and per share data)
* Eliminated in consolidation Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only) Statements of Loss For the years ended December 31, 2019, 2018 and 2017 (In thousands of US Dollars, except for share and per share data)
* Eliminated in consolidation Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only) Statements of Cash Flows For the years ended December 31, 2019, 2018 and 2017 (In thousands of US Dollars)
Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only) Notes To The Condensed Financial Statements (All amounts in footnotes in thousands of US Dollars)
In the parent-company-only condensed financial statements, the Parent Company’s (the “Company”) investment in subsidiaries is stated at cost plus equity in undistributed earnings of subsidiaries. The Parent Company did not receive cash dividends from its subsidiaries during the years ended December 31, 2019, 2018 and 2017. The parent-company-only condensed financial statements should be read in conjunction with the Company’s consolidated financial statements.
Securities Purchase Agreement: On May 9, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Jelco in exchange for, among other things, the full and final settlement of certain unpaid interest and the neutralization of the interest rate under the Jelco Notes and the Jelco Loans for the period of April 1, 2019 until December 31, 2019 and a waiver under the Fourth Jelco Loan. In particular, in exchange for: (a) 621,958 Units, Jelco settled $2,115 of unpaid interest through March 31, 2019 and (b) 1,201,571 Units, Jelco (i) amended the interest rate at 0% per annum under each of the Jelco Notes and Jelco Loans for the period between April 1, 2019 and December 31, 2019, resulting in a reduction of interest payments in an aggregate estimated amount of $3,846, and (ii) waived the mandatory prepayment obligation under the Fourth Jelco Loan to prepay the full or any part of the loan by utilizing at least 25% of the net proceeds of any public offering of securities, resulting in a deferred finance cost of $239. See Note 4 “Transactions with Related Parties” to the consolidated financial statements for further information. Convertible Notes On March 12, 2015, the Company issued a convertible note of $4,000 to Jelco for general corporate purposes (First Jelco Note). On September 7, 2015, the Company issued a revolving convertible note of up to $6,765 to Jelco for general corporate purposes (Second Jelco Note). As amended, the maximum principal amount available to be drawn was increased to $24,665. Following an amendment on March 26, 2019, a drawdown request of up to $3,500 may be made by April 10, 2020 (the “Final Revolving Advance Date”). If the request is not made by the Final Revolving Advance Date, the advance will not be available to be drawn and the principal amount will be decreased to $21,165. On September 27, 2017, the Company issued a convertible note of $13,750 to Jelco (Third Jelco Note). Of the $13,750 under the note, $4,750 were used to make a mandatory prepayment under the May 2017 Jelco loan facility. The Company refers to the First Jelco Note, the Second Jelco Note and the Third Jelco Note as the “Jelco Notes”. At Jelco’s option, the Company’s obligation to repay the principal amount(s) under the Jelco Notes or any part thereof may be paid in common shares at a conversion price of $13.50 per share. See Note 4 “Transactions with Related Parties” to the consolidated financial statements for further information. Loan Agreements On October 4, 2016, the Company entered into a $4,150 secured loan facility with Jelco to finance the initial deposits for the vessels Lordship and the Knightship (First Jelco Loan). On November 17, 2016 and November 28, 2016, the Company entered into amendments to this facility, which, among other things, increased the aggregate amount that may be borrowed under the facility to up to $12,800. On May 24, 2017, the Company entered into an up to $16,200 secured loan facility with Jelco to partially finance the acquisition of the Partnership (Second Jelco Loan). The Company drew down the $16,200 on May 24, 2017. On June 22, 2017 and on August 22, 2017, the Company entered into supplemental letters with Jelco to amend the terms of this loan facility, whereby a mandatory repayment of $4,750 was deferred until September 29, 2017. On September 27, 2017, the facility was amended and restated. The mandatory repayment of $4,750 was financed by the convertible note issued to Jelco on September 27, 2017. On April 10, 2018, the Company entered into a $2,000 loan facility with Jelco (Third Jelco Loan) for working capital purposes which was refinanced on March 27, 2019 by the Fourth Jelco Loan, described below. All obligations thereunder, including unpaid interest of $96 (which was recorded in equity), were irrevocably and unconditionally discharged pursuant to the deed of release of March 27, 2019. On March 26, 2019, the Company entered into a $7,000 loan facility with Jelco (Fourth Jelco Loan), the proceeds of which were utilized (i) to refinance the Third Jelco Loan and (ii) for general corporate purposes. The Company drew down the entire $7,000 on March 27, 2019. The Company refers to the First Jelco Loan, the Second Jelco Loan and the Fourth Jelco Loan as the “Jelco Loans”. See Note 4 “Transactions with Related Parties” to the consolidated financial statements for further information.
The Company has guaranteed the payment of principal and interest under the terms of the following loan agreements: the March 6, 2015 loan agreement with Alpha Bank A.E., the September 1, 2015 loan agreement with Hamburg Commercial Bank AG, formerly known as HSH Nordbank AG, the September 11, 2015 facility agreement with UniCredit Bank AG, the November 4, 2015 loan agreement with Alpha Bank A.E., the February 13, 2019 facility agreement with Amsterdam Trade Bank N.V, the June 11, 2018 loan agreement with Blue Ocean maritime lending funds managed by EnTrustPermal and the June 28, 2018 sale and leaseback agreement with Hanchen Limited. In the event of a default under these loan agreements, the Company will be directly liable to the lenders. These facilities mature at various times between 2020 and 2026. The maximum potential amount that the Company could be liable for under these guarantee as of December 31, 2019 is $161,287. See Note 8 “Long-Term Debt” to the consolidated financial statements for further information.
Restrictions on Payment of Dividends The Alpha Bank A.E. loan facility dated March 6, 2015 places a restriction on the Company’s ability to distribute dividends to its shareholders. The amount of the dividends so declared shall not exceed 50% of Seanergy’s net income except in case the cash and marketable securities are equal or greater than the amount required to meet Seanergy’s consolidated installment and debt interest payments for the following eighteen-month period. The Alpha Bank A.E. loan facility dated November 4, 2015 places a restriction on the Company’s ability to distribute dividends to its shareholders. The amount of the dividends so declared shall not exceed 50% of Seanergy’s net income except in case the cash and marketable securities are equal or greater than the amount required to meet Seanergy’s consolidated installment and debt interest payments for the following eighteen-month period. Pursuant to the terms of the commitment letters signed on February 24, 2020, we expect the restrictions on the Company’s ability to distribute dividends to be removed. Restricted Net Assets of Consolidated Subsidiaries As of December 31, 2019, the restricted net assets of the vessel owning subsidiary of Geniuship under the September 1, 2015 loan agreement with Hamburg Commercial Bank AG amounted to $3,753. As of December 31, 2019, the restricted net assets of the vessel owning subsidiary of Gloriuship under the September 1, 2015 loan agreement with Hamburg Commercial Bank amounted to $4,277. The Hamburg Commercial Bank AG loan agreement places a restriction on the vessel owning subsidiaries’ ability to distribute dividends to the Company, in case the market values of Geniuship and Gloriuship plus any additional security is less than 145% of total loan outstanding. As of December 31, 2019, the restricted net assets of the vessel owning subsidiary of Partnership that has entered into the February 13, 2019 loan agreement with Amsterdam Trade Bank NV (ATB) amounted to $11,666. The ATB loan agreement places a restriction on the vessel owning subsidiary’s ability to distribute dividends to the Company, unless an additional repayment in an aggregate amount of $3,190 has been made. |
Significant Accounting Policies, Leases - Significant Charterers (Details) - Revenues [Member] - Customer Concentration Risk [Member] |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Revenue [Abstract] | |||
Concentration risk percentage | 52.00% | 58.00% | 34.00% |
Customer A [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 19.00% | 26.00% | 17.00% |
Customer B [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 18.00% | 21.00% | 0.00% |
Customer C [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 15.00% | 0.00% | 0.00% |
Customer D [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 0.00% | 11.00% | 17.00% |
Significant Accounting Policies, Distinguishing Liabilities from Equity (Details) $ in Thousands |
May 13, 2019
USD ($)
|
---|---|
Distinguishing Liabilities from Equity [Abstract] | |
Warrants classified as liabilities | $ 0 |
Long-Term Debt and Other Financial Liabilities, New ATB Loan Facility (Details) |
12 Months Ended | |
---|---|---|
Dec. 31, 2019
USD ($)
Installment
|
Dec. 31, 2018
USD ($)
|
|
Secured Credit Facilities [Abstract] | ||
Principal amount outstanding | $ 185,509,000 | $ 198,607,000 |
New ATB Loan Facility [Member] | ||
Secured Credit Facilities [Abstract] | ||
Principal amount outstanding | $ 19,765,000 | |
Tranche A [Member] | ||
Secured Credit Facilities [Abstract] | ||
Number of consecutive payment installments | Installment | 16 | |
Frequency of periodic payment | Quarterly | |
Installment payment | $ 200,000 | |
Balloon payment | $ 13,190,000 | |
Maturity date | Nov. 27, 2022 | |
Tranche B [Member] | ||
Secured Credit Facilities [Abstract] | ||
Frequency of periodic payment | Quarterly | |
Maturity date | Aug. 26, 2022 | |
Tranche B [Member] | First Installment [Member] | ||
Secured Credit Facilities [Abstract] | ||
Number of consecutive payment installments | Installment | 1 | |
Installment payment | $ 162,500 | |
Tranche B [Member] | Next Eleven Installments [Member] | ||
Secured Credit Facilities [Abstract] | ||
Number of consecutive payment installments | Installment | 11 | |
Installment payment | $ 189,800 | |
Tranche C [Member] | ||
Secured Credit Facilities [Abstract] | ||
Frequency of periodic payment | Quarterly | |
Maturity date | Aug. 26, 2022 | |
Tranche C [Member] | First Installment [Member] | ||
Secured Credit Facilities [Abstract] | ||
Number of consecutive payment installments | Installment | 1 | |
Installment payment | $ 162,500 | |
Tranche C [Member] | Next Eleven Installments [Member] | ||
Secured Credit Facilities [Abstract] | ||
Number of consecutive payment installments | Installment | 11 | |
Installment payment | $ 189,800 |
Long-Term Debt and Other Financial Liabilities, UniCredit Loan Facility (Details) - USD ($) $ in Thousands |
6 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|
Dec. 31, 2019 |
Jul. 03, 2019 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2015 |
Sep. 11, 2015 |
|
Secured Credit Facilities [Abstract] | |||||||
Proceeds from drawdown | $ 6,422 | $ 67,130 | $ 34,500 | ||||
Principal amount outstanding | $ 185,509 | $ 185,509 | $ 198,607 | ||||
Amended and Restated UniCredit Loan Facility [Member] | |||||||
Secured Credit Facilities [Abstract] | |||||||
Borrowing capacity | $ 52,705 | ||||||
Proceeds from drawdown | $ 52,705 | ||||||
Maturity date | Dec. 28, 2020 | ||||||
Installment payments deferred | $ 2,208 | ||||||
Increase in margin for deferral period | 1.00% | ||||||
Margin on variable rate | 4.20% | 3.20% | |||||
Minimum liquidity requirements cancelled | $ 500 | ||||||
Principal amount outstanding | $ 37,841 | $ 37,841 |
Vessels, Net, Acquisitions and Sales (Details) $ in Thousands |
12 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Nov. 19, 2018
USD ($)
|
Oct. 11, 2018
USD ($)
|
Sep. 20, 2018
USD ($)
Agreement
Vessel
|
Aug. 31, 2018
USD ($)
Vessel
|
Dec. 31, 2019
USD ($)
Vessel
|
Dec. 31, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
|
|
Vessels, Net [Abstract] | |||||||
Number of agreements for the sale of vessels | Agreement | 2 | ||||||
Number of vessels for sale | Vessel | 2 | ||||||
Impairment loss | $ 0 | $ 7,267 | $ 0 | ||||
Number of vessels having scrubbers installed | Vessel | 5 | ||||||
Fellowship [Member] | |||||||
Vessels, Net [Abstract] | |||||||
Number of vessels to be acquired | Vessel | 1 | ||||||
Additions | $ 28,700 | ||||||
Gladiatorship [Member] | |||||||
Vessels, Net [Abstract] | |||||||
Gross sales price | $ 10,960 | ||||||
Proceeds from sale of vessel | $ 9,505 | ||||||
Guardianship [Member] | |||||||
Vessels, Net [Abstract] | |||||||
Gross sales price | $ 11,700 | ||||||
Proceeds from sale of vessel | $ 10,332 | ||||||
Scrubbers [Member] | |||||||
Vessels, Net [Abstract] | |||||||
Additions | $ 21,435 | ||||||
Capitalized Expenditures [Member] | |||||||
Vessels, Net [Abstract] | |||||||
Additions | $ 31 | $ 89 |
Commitments and Contingencies (Details) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019
USD ($)
$ / €
|
Dec. 31, 2019
EUR (€)
|
Dec. 31, 2018
USD ($)
|
|
Future Minimum Contractual Charter Revenue [Abstract] | |||
2020 | $ 45,736 | ||
2021 | 44,234 | ||
2022 | 29,475 | ||
2023 | 5,035 | ||
Total | $ 124,480 | ||
Lease term of new office spaces | 5 years | ||
Renewal term of new office spaces | 5 years | ||
Monthly rent | $ 15 | € 13,000 | |
Exchange rate | $ / € | 1.1234 | ||
Annual percentage inflation adjustment | 1.00% | ||
Office Rental Obligations [Abstract] | |||
2020 | $ 127 | ||
2021 | 180 | ||
2022 | 182 | ||
2023 | 53 | ||
Total | 542 | ||
Less: imputed interest | 116 | ||
Present value of lease liabilities | 426 | ||
Lease liabilities, current | 108 | $ 118 | |
Lease liability, non-current | $ 318 | $ 497 | |
Minimum [Member] | |||
Commitments and Contingencies [Abstract] | |||
Term of time charter agreements | 1 month | ||
Renewal term of time charter agreements | 11 months | ||
Maximum [Member] | |||
Commitments and Contingencies [Abstract] | |||
Term of time charter agreements | 60 months | ||
Renewal term of time charter agreements | 27 months |
Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only), Basis of Presentation (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Seanergy Maritime Holdings Corp. [Member] | |||
Basis of Presentation [Abstract] | |||
Cash dividends from subsidiaries | $ 0 | $ 0 | $ 0 |
Schedule I- Condensed Financial Information of Seanergy Maritime Holdings Corp. (Parent Company Only), Guarantee (Details) $ in Thousands |
Dec. 31, 2019
USD ($)
|
---|---|
Seanergy Maritime Holdings Corp. [Member] | |
Guarantee [Abstract] | |
Maximum potential amount under guarantee | $ 161,287 |
Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Loss per Share [Abstract] | |||
Net loss | $ (11,698) | $ (21,058) | $ (3,235) |
Weighted average common shares outstanding - basic and diluted (in shares) | 15,332,755 | 2,507,087 | 2,389,719 |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.76) | $ (8.40) | $ (1.35) |
Transactions with Related Parties, Third Jelco Loan (Details) - Jelco [Member] - Third Jelco Loan [Member] - USD ($) $ in Thousands |
Mar. 27, 2019 |
Apr. 10, 2018 |
---|---|---|
Loan Agreement [Abstract] | ||
Face amount | $ 2,000 | |
Unpaid interest | $ 96 |
Transactions with Related Parties, Convertible Notes (Details) $ in Thousands |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Dec. 31, 2019
USD ($)
Payment
|
Dec. 31, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
|
Mar. 31, 2019
USD ($)
|
Sep. 27, 2017
USD ($)
|
Mar. 12, 2015
USD ($)
|
|
Convertible Promissory Notes [Abstract] | ||||||
Principal amount outstanding | $ 185,509 | $ 198,607 | ||||
Accumulated Deficit [Abstract] | ||||||
Amortization (Note 12) | 3,713 | 4,339 | $ 2,127 | |||
Jelco [Member] | Convertible Notes [Member] | ||||||
Applicable Limit [Abstract] | ||||||
Beginning balance | 17,750 | 17,750 | ||||
Ending balance | 17,750 | 17,750 | 17,750 | |||
Debt Discount [Abstract] | ||||||
Beginning balance | (14,389) | (14,389) | ||||
Ending balance | (14,389) | (14,389) | (14,389) | |||
Accumulated Deficit [Abstract] | ||||||
Beginning balance | 3,601 | 1,217 | ||||
Amortization (Note 12) | 2,200 | 2,384 | ||||
Ending balance | 5,801 | 3,601 | 1,217 | |||
Debt [Abstract] | ||||||
Beginning balance | 6,962 | 4,578 | ||||
Amortization (Note 12) | 2,200 | 2,384 | ||||
Ending balance | 9,162 | 6,962 | 4,578 | |||
Additional Paid-in Capital [Abstract] | ||||||
Beginning balance | 14,189 | 14,189 | ||||
Ending balance | $ 14,189 | $ 14,189 | $ 14,189 | |||
Jelco [Member] | First Jelco Note [Member] | ||||||
Convertible Promissory Notes [Abstract] | ||||||
Face amount | $ 4,000 | |||||
Maturity date | Dec. 31, 2020 | |||||
Number of bullet payments | Payment | 1 | |||||
Unpaid and accrued interest payable | $ 155 | |||||
Interest rate | 0.00% | |||||
Principal amount outstanding | $ 3,800 | |||||
Jelco [Member] | First Jelco Note [Member] | LIBOR [Member] | ||||||
Convertible Promissory Notes [Abstract] | ||||||
Term of variable rate | 3 months | |||||
Margin on variable rate | 5.00% | |||||
Jelco [Member] | Third Jelco Note [Member] | ||||||
Convertible Promissory Notes [Abstract] | ||||||
Face amount | $ 13,750 | |||||
Maturity date | Dec. 31, 2022 | |||||
Number of bullet payments | Payment | 1 | |||||
Unpaid and accrued interest payable | $ 540 | |||||
Interest rate | 0.00% | |||||
Principal amount outstanding | $ 13,750 | |||||
Jelco [Member] | Third Jelco Note [Member] | LIBOR [Member] | ||||||
Convertible Promissory Notes [Abstract] | ||||||
Term of variable rate | 3 months | |||||
Margin on variable rate | 5.00% |
Inventories (Details) - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Inventories [Abstract] | ||
Inventories | $ 3,862 | $ 5,289 |
Lubricants [Member] | ||
Inventories [Abstract] | ||
Inventories | 522 | 556 |
Bunkers [Member] | ||
Inventories [Abstract] | ||
Inventories | $ 3,340 | $ 4,733 |
Significant Accounting Policies, Impairment of Long-Lived Assets (Vessels) (Details) |
12 Months Ended |
---|---|
Dec. 31, 2019 | |
Impairment of Long-Lived Assets (Vessels) [Abstract] | |
Term of estimated charter rates used to determine undiscounted projected operating cash flows | 1 year |
Term of historical charter rates used to determine undiscounted projected operating cash flows | 10 years |
Commitments and Contingencies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future Minimum Contractual Charter Revenue | The following table sets forth the Company’s future minimum contractual charter revenue based on vessels committed to non-cancelable time charter contracts as at December 31, 2019 (these amounts do not include any assumed off-hire):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Office Rental Obligations | The following table sets forth the Company’s undiscounted office rental obligations as at December 31, 2019:
|
Equity Incentive Plan (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Incentive Plan [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Shares | Restricted shares during 2019, 2018 and 2017 are analyzed as follows:
|
Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
|
Cash flows from operating activities: | |||
Net loss | $ (11,698) | $ (21,058) | $ (3,235) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation | 11,016 | 10,876 | 10,518 |
Amortization of deferred dry-docking costs | 844 | 634 | 870 |
Amortization of deferred finance charges | 1,140 | 1,173 | 518 |
Amortization of convertible note beneficial conversion feature | 3,713 | 4,339 | 2,127 |
Stock based compensation | 1,310 | 1,295 | 730 |
Amortization of deferred finance charges - related party | 3,745 | 7 | 13 |
Gain on debt refinancing | 0 | 0 | (11,392) |
Impairment loss | 0 | 7,267 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable trade, net | 845 | (511) | (843) |
Inventories | 1,427 | (492) | (748) |
Prepaid expenses | 307 | (424) | 401 |
Other current assets | (212) | (534) | 52 |
Deferred voyage expenses | 311 | (707) | 0 |
Deferred charges, non-current | (2,297) | (32) | (144) |
Other non-current assets | 0 | 2 | (26) |
Trade accounts and other payables | 1,679 | 5,499 | 2,345 |
Accrued liabilities | (5,502) | (760) | 1,705 |
Deferred revenue | 3,406 | (851) | (109) |
Deferred revenue, non-current | 3,074 | 0 | 0 |
Net cash provided by operating activities | 13,108 | 5,723 | 2,782 |
Cash flows from investing activities: | |||
Vessels acquisitions and improvements | (12,349) | (30,921) | (32,992) |
Net proceeds from sale of vessels | 0 | 22,652 | 0 |
Other fixed assets, net | 0 | (558) | 0 |
Net cash used in investing activities | (12,349) | (8,827) | (32,992) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions | 13,225 | 0 | 2,637 |
Proceeds from long term debt | 6,422 | 67,130 | 34,500 |
Proceeds from convertible notes | 0 | 0 | 9,000 |
Proceeds from related party debt | 5,000 | 2,000 | 16,200 |
Payments of financing and stock issuance costs | (698) | (1,153) | (561) |
Repayments of long term debt | (17,598) | (68,468) | (36,435) |
Net cash provided by / (used in) financing activities | 6,351 | (491) | 25,341 |
Net increase / (decrease) in cash and cash equivalents and restricted cash | 7,110 | (3,595) | (4,869) |
Cash and cash equivalents and restricted cash at beginning of period | 7,444 | 11,039 | 15,908 |
Cash and cash equivalents and restricted cash at end of period | 14,554 | 7,444 | 11,039 |
Cash paid during the period for: | |||
Interest | 14,144 | 18,504 | 14,661 |
Deposits | 0 | 4,075 | 0 |
Noncash financing activities: | |||
Shares issued to settle unpaid interest in connection with financing - related party (Note 4) | 2,115 | 0 | 0 |
Shares issued in lieu of interest payments in connection with financing - related party (Note 4) | 3,846 | 0 | 0 |
Shares issued to settle deferred finance cost in connection with financing - related party | 239 | 0 | 0 |
Unpaid interest waived - related party (Note 4) | 96 | 0 | 0 |
Related party debt drawdown (Note 4) | 2,000 | 0 | 0 |
Related party debt refinanced (Note 4) | (2,000) | 0 | 0 |
Shares issued in connection with financing | 0 | 1,541 | 0 |
Conversion of related party debt into convertible note | $ 0 | $ 0 | $ (4,750) |
Consolidated Balance Sheets - USD ($) $ in Thousands |
Dec. 31, 2019 |
Dec. 31, 2018 |
---|---|---|
Current assets: | ||
Cash and cash equivalents | $ 13,654 | $ 6,684 |
Restricted cash | 900 | 260 |
Accounts receivable trade, net | 1,763 | 2,649 |
Inventories | 3,862 | 5,289 |
Prepaid expenses | 400 | 707 |
Other current assets | 1,252 | 887 |
Deferred voyage expenses | 96 | 407 |
Total current assets | 21,927 | 16,883 |
Fixed assets: | ||
Vessels, net | 253,781 | 243,214 |
Other fixed assets, net | 386 | 503 |
Total fixed assets | 254,167 | 243,717 |
Other non-current assets: | ||
Deposits assets, non-current | 1,325 | 3,495 |
Deferred charges, non-current | 4,677 | 2,323 |
Restricted cash, non-current | 0 | 500 |
Right of use asset - leases | 426 | 615 |
Other non-current assets | 29 | 29 |
TOTAL ASSETS | 282,551 | 267,562 |
Current liabilities: | ||
Current portion of long-term debt and other financial liabilities, net of deferred finance costs of $2,443 and $1,078, respectively | 183,066 | 16,195 |
Trade accounts and other payables | 16,105 | 14,426 |
Due to related parties, net of deferred finance costs of $113 and NIL, respectively | 24,237 | 0 |
Convertible notes, net of deferred finance costs of $17 and NIL, respectively | 2,588 | 0 |
Accrued liabilities | 6,881 | 4,634 |
Lease liability | 108 | 118 |
Deferred revenue | 4,296 | 890 |
Total current liabilities | 237,281 | 36,263 |
Non-current liabilities: | ||
Long-term debt and other financial liabilities, net of current portion and deferred finance costs of NIL and $2,308, respectively | 0 | 179,026 |
Due to related parties, non-current, net of deferred finance costs of NIL and NIL, respectively | 0 | 19,349 |
Long-term portion of convertible notes, net of deferred finance costs of $212 and NIL, respectively | 12,020 | 11,124 |
Lease liability, non-current | 318 | 497 |
Deferred revenue, non-current | 3,074 | 0 |
Total liabilities | 252,693 | 246,259 |
Commitments and contingencies | ||
STOCKHOLDERS EQUITY | ||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 authorized shares as at December 31, 2019 and 2018; 26,900,050 and 2,666,184 shares issued and outstanding as at December 31, 2019 and 2018, respectively | 3 | 0 |
Additional paid-in capital | 406,096 | 385,846 |
Accumulated deficit | (376,241) | (364,543) |
Total Stockholders' equity | 29,858 | 21,303 |
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $ 282,551 | $ 267,562 |
Commitments and Contingencies |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
Contingencies Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements. The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities that should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements. The Company is covered for liabilities associated with the individual vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs. Commitments The Company operates certain of its vessels under lease agreements. Time charters typically may provide for charterers’ options to extend the lease terms and termination clauses. The Company’s time charters range from 1 to 60 months and extension periods vary from 11 to 27 months. In addition, the time charters contain termination clauses which protect either the Company or the charterers from material adverse events. Variable lease payments in the Company’s time charters vary based on changes on freight market index. The Company has the option to convert some of these variable lease payments to fixed based on the prevailing Capesize forward freight agreement rates. The following table sets forth the Company’s future minimum contractual charter revenue based on vessels committed to non-cancelable time charter contracts as at December 31, 2019 (these amounts do not include any assumed off-hire):
In April 2018, the Company moved into its new office spaces under a five-year lease term, with a Company’s option to extend the lease term for another five year term. The monthly rent is Euro 13,000 (or $15 based on the Euro/U.S. dollar exchange rate of €1.0000:$1.1234 as of December 31, 2019), which is adjusted annually by one percent for inflation. The first year’s rent payments had been prepaid as of December 31, 2018. The second year’s rent payments were prepaid in April 2019. Under ASC 842, the lease is classified as an operating lease and a lease liability and right-of-use asset based on the present value of future minimum lease payments have been recognized on the balance sheet. The monthly rent expense is recorded in general and administration expenses. The following table sets forth the Company’s undiscounted office rental obligations as at December 31, 2019:
|
Inventories |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||
Inventories [Abstract] | |||||||||||||||||||||||||||||||||||||||
Inventories |
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
|
Basis of Presentation and General Information (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and General Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsidiaries in Consolidation | Seanergy’s subsidiaries included in these consolidated financial statements as of December 31, 2019:
|
Equity Incentive Plan |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Incentive Plan [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Incentive Plan |
On February 1, 2018, the Compensation Committee granted an aggregate of 84,000 restricted shares of common stock pursuant to the 2011 Equity Incentive Plan, as amended. Of the total 84,000 shares issued, 38,334 shares were granted to the Company’s board of directors, 44,333 shares were granted to certain of the Company’s employees and 1,333 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $15.53. All the shares vest over a period of two years. On January 10, 2019, the Company’s Equity Incentive Plan was amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 200,000 shares. On January 10, 2019, the Compensation Committee granted an aggregate of 144,000 restricted shares of common stock pursuant to the Plan. Of the total 144,000 shares issued, 66,667 shares were granted to the board of directors, 70,666 shares were granted to certain of the Company’s employees and 6,667 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $9.15. All the shares vest over a period of two years. 48,000 shares vested on January 10, 2019, 48,000 shares vested on October 1, 2019 and 48,000 shares will vest on October 1, 2020. On December 30, 2019, the Company’s Equity Incentive Plan was amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan from 56,000 shares to 3,000,000 shares. Restricted shares during 2019, 2018 and 2017 are analyzed as follows:
The fair value of the restricted shares has been determined with reference to the closing price of the Company’s common share on the date the agreements were signed. The aggregate compensation cost is being recognized ratably in the consolidated statement of loss over the respective vesting periods. The related expense for shares granted to the Company’s board of directors and certain of its employees for the years ended December 31, 2019, 2018 and 2017 amounted to $1,295, $1,281 and $591, respectively, and is included under general and administration expenses. The related expense for shares granted to non-employees for the years ended December 31, 2019, 2018 and 2017, amounted to $15, $21 and $24, respectively, and is included under voyage expenses. The unrecognized cost for the non-vested shares granted to the Company’s Board of Directors and certain of its employees as of December 31, 2019 and 2018 amounted to $181 and $221, respectively. At December 31, 2019, the weighted-average period over which the total compensation cost related to non-vested awards granted to the Company’s board of directors and its other employees not yet recognized is expected to be recognized is 0.75 year. |
Inventories (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2019 | |||||||||||||||||||||||||||||||||||||
Inventories [Abstract] | |||||||||||||||||||||||||||||||||||||
Inventories | The amounts in the accompanying consolidated balance sheets are analyzed as follows:
|
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