SHIP Seanergy Maritime Holdings Corporation

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of November 2023

Commission File Number: 001-34848

SEANERGY MARITIME HOLDINGS CORP.

(Translation of registrant's name into English)

154 Vouliagmenis Avenue

166 74 Glyfada

Athens, Greece

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

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

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

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

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

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Attached to this report (this “Report”) on Form 6-K as Exhibit 99.1 is a copy of the press release of Seanergy Maritime Holdings Corp. (the “Company”) dated November 14, 2023 titled “Seanergy Maritime Reports Financial Results for the Third Quarter and Nine Months Ended September 30, 2023 and Declares Dividend of $0.025 Per Share.”

 

The Company also announced today that the following proposals were approved and adopted at its 2023 Annual Meeting of Shareholders held on November 14, 2023:

 

a)          the election of Ms. Christina Anagnostara, as Class B Director, to serve until the 2026 Annual Meeting of Shareholders; and

 

b)          the appointment of Deloitte Certified Public Accountants S.A. to serve as the Company’s independent auditors for the fiscal year ending December 31, 2023.

 

This Report on Form 6-K and the exhibit hereto, excluding the statements attributed to the Company’s Chairman and Chief Executive Officer, are hereby incorporated by reference into the Company's Registration Statements on Form F-3 (File Nos. 333-257693, 333-253332, 333-238136, 333-237500, 333-166697 and 333-169813).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Seanergy Maritime Reports Financial Results for the Third Quarter and

 Nine Months Ended September 30, 2023 and Declares Dividend of

 $0.025 Per Share

 

Other Highlights and Developments:

 

 

November 14, 2023 – Athens, Greece – Seanergy Maritime Holdings Corp. (“Seanergy” or the “Company”) (NASDAQ: SHIP), announced today its financial results for the third quarter and nine months ended September 30, 2023. The Company also declared a quarterly dividend of $0.025 per common share for the third quarter of 2023.

 

For the quarter ended September 30, 2023, the Company generated Net Revenues of $24.5 million, compared to $34.0 million in the third quarter of 2022. Net Loss and Adjusted Net Loss for the quarter were $5.0 million and $2.6 million, respectively, compared to Net Income of $7.1 million and Adjusted Net Income of $7.6 million in the third quarter of 2022. Adjusted EBITDA for the quarter was $9.5 million, compared to $19.0 million for the same period of 2022. The daily TCE rate of the fleet for the third quarter of 2023 was $15,298, compared to $20,614 in the same period of 2022.

 

¹ Adjusted earnings / (loss) per share, Adjusted Net Income / (loss), EBITDA and Adjusted EBITDA are non-GAAP measures. Please see the reconciliation below of Adjusted earnings / (loss) per share, Adjusted Net Income / (loss), EBITDA and Adjusted EBITDA to net income, the most directly comparable U.S. GAAP measure.

² All references to number of shares, share prices, warrant prices and “per share” figures in this document are adjusted to reflect the one-for-ten reverse stock split effected on February 16, 2023.

³ TCE rate is a non-GAAP measure. Please see the reconciliation below of TCE rate to net revenues from vessels, the most directly comparable U.S. GAAP measure.

⁴ See analysis on the TCE guidance in the relevant section below.

For the nine-month period ended September 30, 2023, the Company generated Net Revenues of $70.8 million, compared to $96.5 million in the same period of 2022. Net Loss and Adjusted Net Income for the nine months were $8.5 million and $0.5 million, respectively, compared to Net Income of $16.7 million and Adjusted Net Income of $22.4 million in the respective period of 2022. Adjusted EBITDA for the nine months was $29.1 million, compared to $53.3 million for the same period of 2022. The daily TCE rate of the fleet for the first nine-month period of 2023 was $14,935, compared to $20,996 in the same period of 2022.

 

Cash and cash-equivalents and restricted cash, as of September 30, 2023, stood at $22.0 million. Shareholders’ equity at the end of the third quarter was $217.8 million. Long-term debt (senior loans, a convertible note and other financial liabilities) net of deferred charges stood at $223.3 million, while the book value of the fleet was $416.5 million.

 

Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:

 

“For the third quarter of 2023, Seanergy reported a TCE of $15,298, outperforming once more the BCI by approximately 14%. While we consistently overperform the index, the general Capesize market fell short of expectations, with the BCI averaging $13,400, marking the lowest Q3 BCI earnings since 2016. Considering our healthy liquidity position and our consistent approach towards shareholder rewards, the Company’s Board of Directors has approved another quarterly dividend of $0.025 per share.

 

“Net loss for the third quarter of 2023 was $5.0 million. Nonetheless, with about 30% of our fourth quarter days converted to fixed rates above $20,000 and taking into account the strong rally of the Capesize market in October and the overall positive outlook for the sector, we remain optimistic about our financial performance in the current quarter.

 

“In the first nine months of 2023 we recorded a time charter equivalent of $14,935, compared to an average BCI daily rate of $12,640, representing an outperformance of 18%. Again, the BCI was reduced by 24% as compared to the previous year for the same period. Our freight hedging activities have reduced the volatility of our earnings in a weak Capesize market, while keeping about 70% of our fourth quarter days open.

 

“Moving on to other developments, we took delivery of our latest acquisition, a 2011-built Newcastlemax on October 24, 2023. The vessel was renamed Titanship and has begun its employment under a time charter to a first-class operator at an index linked charter rate. The significant premium over the BCI, which is the highest earned by any vessel in our fleet to date, will further enhance our commercial performance in the coming months. I believe that the competitive acquisition cost of this vessel, as well as the limited initial capital outlay, will facilitate high returns on capital. I am very satisfied with our timing on this transaction.

 

“Moving on to a brief comment about the Capesize market, since the beginning of the year we have seen substantial increases ranging from 3% to 8% in ton-mile demand for the major raw materials of iron ore, coal and bauxite, against an increase of about 2% in the size of the fleet. Despite this very favorable demand backdrop the freight market did not perform according to our expectations for most of the nine-month period ending in September 2023. As mentioned in our previous earnings update, historically low port congestion and efficient utilization of the Capesize fleet increased the effective vessel supply, which put pressure on freight rates. Looking ahead to Q4 and the following quarters, we are very encouraged by low commodity inventories in key areas, as well as a significant increase in demand. In addition, the historically low Capesize orderbook, coupled with the impending environmental regulations will soon reduce the effective vessel supply. Therefore, I remain optimistic about the long-term prospects of our market.

 

“We firmly believe that Seanergy’s ability to deal with short term volatility has been proven over the past nine months and the combination of our strong balance sheet and effective freight hedging initiatives put us in the best position to benefit from what we believe to be the best Capesize market fundamentals of the past three decades.”

 

 

 

 

 

 

Fleet Data:

 

(U.S. Dollars in thousands)

(1)

Ownership days are the total number of calendar days in a period during which the vessels in a fleet have been owned or chartered in. Ownership days are an indicator of the size of the Company’s fleet over a period and affect both the amount of revenues and the amount of expenses that the Company recorded during a period.

 

 

(In thousands of U.S. Dollars, except operating days and TCE rate)

 

 

 

(In thousands of U.S. Dollars, except ownership days and Daily Vessel Operating Expenses)

 

 

Net income / (loss) to EBITDA and Adjusted EBITDA Reconciliation:

 

(In thousands of U.S. Dollars)

Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") represents the sum of net income / (loss), net interest and finance costs, depreciation and amortization and, if any, income taxes during a period. EBITDA is not a recognized measurement under U.S. GAAP. Adjusted EBITDA represents EBITDA adjusted to exclude stock-based compensation, loss on forward freight agreements, net, loss on extinguishment of debt, and the non-recurring gains on sale of vessel and on spin-off, which the Company believes are not indicative of the ongoing performance of its core operations.

 

EBITDA and adjusted EBITDA are presented as we believe that these measures are useful to investors as a widely used means of evaluating operating profitability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. EBITDA and adjusted EBITDA as presented here may not be comparable to similarly titled measures presented by other companies. These non-GAAP measures should not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP.

 

Adjusted Net income / (loss) Reconciliation and calculation of Adjusted Earnings Per Share

 

(In thousands of U.S. Dollars, except for share and per share data)

 

To derive Adjusted Net Income/(Loss) and Adjusted Earnings/(Loss) Per Share, both non-GAAP financial measures, from Net Income/(Loss), we exclude non-cash items, as provided in the table above. We believe that Adjusted Net Income/(Loss) and Adjusted Earnings/(Loss) Per Share assist our management and investors by increasing the comparability of our performance from period to period since each such measure eliminates the effects of such non-cash items as stock based compensation, gain/(loss) on extinguishment of debt, gain/(loss) on forward freight agreements and other items which may vary from year to year, for reasons unrelated to overall operating performance. In addition, we believe that the presentation of the respective measure provides investors with supplemental data relating to our results of operations, and therefore, with a more complete understanding of factors affecting our business than with GAAP measures alone. Our method of computing Adjusted Net Income/(Loss) and Adjusted Earnings/(Loss) Per Share may not necessarily be comparable to other similarly titled captions of other companies due to differences in methods of calculation.

 

Interest and Finance Costs to Cash Interest and Finance Costs Reconciliation:

 

(In thousands of U.S. Dollars)

 

 

As of the date hereof, approximately 59% of the Company fleet’s expected operating days in the fourth quarter of 2023 have been fixed at an estimated TCE rate of approximately $21,640.

 

 

 

The following table provides the breakdown of index-linked charters and fixed-rate charters in the fourth quarter of 2023:

 

 

Third Quarter and Recent Developments:

 

 

On October 6, 2023, the Company paid the previously announced quarterly dividend of $0.025 per common share, for the second quarter of 2023, to all shareholders of record as of September 22, 2023.

 

Continuing its quarterly dividend payments, the Company declared a cash dividend of $0.025 per common share for the third quarter of 2023 payable on or about January 10, 2024 to all shareholders of record as of December 22, 2023.

 

 

M/V Titanship - Bareboat Agreement and time charter agreement

 

On May 9, 2023, the Company entered into a 12-month bareboat charter agreement with an unaffiliated third party for a 2011-built Newcastlemax dry bulk vessel of 207,855 dwt built at Nantong COSCO KHI Ship Engineering Co Ltd (NACKS). The vessel was renamed Titanship and delivered to Seanergy on October 24, 2023. The bareboat charter agreement required a downpayment of $7.0 million and includes a daily charter rate of $9,000 over the period of the bareboat charter and a purchase option of $20.2 million at the end of the bareboat charter. In aggregate, the acquisition cost for the vessel, following the exercise of the purchase option, will be approximately $30.5 million.

In July 2023, the Company entered into a time charter agreement with Olam for the M/V Titanship. The T/C commenced on October 28, 2023, for a period of minimum 11 to about 14 months at a daily charter hire based on a significant premium over the BCI. In addition, the T/C provides the Company with the option to convert the variable charter hire to a fixed rate for a period between two and 12 months priced at the prevailing Capesize FFA rate for the selected period.

⁵ This guidance is based on certain assumptions and there can be no assurance that these TCE rate estimates, or projected utilization will be realized. TCE estimates include certain floating (index) to fixed rate conversions concluded in previous periods. For vessels on index-linked T/Cs, the TCE rate realized will vary with the underlying index, and for the purposes of this guidance, in the 1^st scenario the BCI rate assumed for the remaining operating days of the quarter for index-linked T/Cs is equal to the average FFA rate of $15,700 based on the curve as of November 7, 2023, while in the 2^nd scenario the BCI rate assumed is equal to the quarter-to-date BCI average of about $23,700. Spot estimates are provided using the load-to-discharge method of accounting. The rates quoted are for days currently contracted. Increased ballast days at the end of the quarter will reduce the additional revenues that can be booked based on the accounting cut-offs and therefore the resulting TCE rate will be reduced accordingly.

M/V Patriotship - Time charter extension

 

On September 22, 2023, the Company declared its option to extend the time charter agreement for the M/V Patriotship in direct continuation from the previous agreement for six additional months to the original minimum/maximum period. The new time charter period will commence within November 2023 for a duration of minimum May 2024 to maximum June 2024, while all other terms of the time charter shall remain the same.

Conference Call:

 

The Company’s management will host a conference call to discuss financial results on Tuesday, November 14, 2023 at 9:30 a.m. Eastern Time.

 

 

There will be a live, and then archived, webcast of the conference call available on the Company’s website. To listen to the archived audio file, visit our website, following the Webcast & Presentations section under our Investor Relations page. Participants to the live webcast should register on Seanergy’s website approximately 10 minutes prior to the start of the webcast, following this link.

 

Conference Call Details:

 

Participants have the option to register for the call using the following link. You can use any number from the list or add your phone number and let the system call you right away.

Seanergy Maritime Holdings Corp.

Unaudited Condensed Consolidated Balance Sheets

(In thousands of U.S. Dollars)

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

Seanergy Maritime Holdings Corp.

Unaudited Condensed Consolidated Statements of Operations

 (In thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

Seanergy Maritime Holdings Corp.

Unaudited Condensed Consolidated Cash Flow Data

 (In thousands of U.S. Dollars, except for share and per share data, unless otherwise stated)

About Seanergy Maritime Holdings Corp.

 

Seanergy Maritime Holdings Corp. is the only pure-play Capesize ship-owner publicly listed in the U.S. Seanergy provides marine dry bulk transportation services through a modern fleet of Capesize vessels. The Company’s operating fleet consists of 17 vessels (1 Newcastlemax and 16 Capesize) with an average age of approximately 12.7 years and an aggregate cargo carrying capacity of approximately 3,054,820 dwt.

 

The Company is incorporated in the Marshall Islands and has executive offices in Glyfada, Greece. The Company's common shares trade on the Nasdaq Capital Market under the symbol “SHIP”.

 

Please visit our Company website at: www.seanergymaritime.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events. Words such as "may", "should", "expects", "intends", "plans", "believes", "anticipates", "hopes", "estimates" and variations of such words and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the Company's operating or financial results; the Company's liquidity, including its ability to service its indebtedness; competitive factors in the market in which the Company operates; shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand; future, pending or recent acquisitions and dispositions, business strategy, areas of possible expansion or contraction, and expected capital spending or operating expenses; risks associated with operations outside the United States; broader market impacts arising from war (or threatened war) or international hostilities, such as between Russia and Ukraine; risks associated with the length and severity of pandemics (including COVID-19), including their effects on demand for dry bulk products and the transportation thereof; and other factors listed from time to time in the Company's filings with the SEC, including its most recent annual report on Form 20-F. The Company's filings can be obtained free of charge on the SEC's website at www.sec.gov. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

For further information please contact:

Seanergy Investor Relations

Tel: +30 213 0181 522

E-mail: ir@seanergy.gr

Capital Link, Inc.

Paul Lampoutis

230 Park Avenue Suite 1540

New York, NY 10169

Tel: (212) 661-7566

E-mail: seanergy@capitallink.com

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