☐ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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, Greece |
(Address of principal executive offices) |
Stamatios Tsantanis, Chairman & Chief Executive Officer |
Seanergy Maritime Holdings Corp. |
154 Vouliagmenis Avenue, 10004 Glyfada, 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 | The Nasdaq Stock Market LLC |
Preferred Stock Purchase Rights | The Nasdaq Stock Market LLC |
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 |
ITEM 1. | 1 | ||
ITEM 2. | 1 | ||
ITEM 3. | 1 | ||
ITEM 4. | 29 | ||
ITEM 4A. | 48 | ||
ITEM 5. | 48 | ||
ITEM 6. | 65 | ||
ITEM 7. | 68 | ||
ITEM 8. | 70 | ||
ITEM 9. | 71 | ||
ITEM 10. | 71 | ||
ITEM 11. | 79 | ||
ITEM 12. | 79 | ||
ITEM 13. | 80 | ||
ITEM 14. | 80 | ||
ITEM 15. | 80 | ||
ITEM 16. | 82 | ||
ITEM 16A. | 82 | ||
ITEM 16B. | 82 | ||
ITEM 16C. | 82 | ||
ITEM 16D. | 82 | ||
ITEM 16E. | 83 | ||
ITEM 16F. | 83 | ||
ITEM 16G. | 83 | ||
ITEM 16H. | 84 | ||
ITEM 16I. | 84 | ||
ITEM 17. | 84 | ||
ITEM 18. | 84 | ||
ITEM 19. | 84 |
• | 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, and V.Ships Greece Ltd., or V.Ships Greece, our technical and crew managers of certain of our vessels, 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, pandemics or other calamities (including, without limitation, the coronavirus, or COVID-19, pandemic); |
• | risks associated with the length and severity of the COVID-19 pandemic (and various variants that may emerge), including its effects on demand for dry bulk products, crew changes and the transportation thereof; |
• | changes in global and regional economic and political conditions; |
• | general domestic and international political conditions or events, including “trade wars” and the ongoing war between Russia and Ukraine and related sanctions; |
• | 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.” |
ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
ITEM 3. | KEY INFORMATION |
A. | [Reserved] |
B. | Capitalization and Indebtedness |
C. | Reasons for the Offer and Use of Proceeds |
D. | Risk Factors |
• | Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our earnings, revenue and profitability and our ability to comply with our loan covenants or covenants in other financing agreements. |
• | Outbreaks of epidemic and pandemic diseases, including COVID-19, and any relevant governmental responses thereto could adversely affect our business, results of operations or financial condition. |
• | We are currently dependent on index-linked charters, while in the past a part of our fleet was employed on a spot voyage basis. Any decrease in spot freight charter rates or indexes in the future may adversely affect our earnings. |
• | An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability. |
• | If economic conditions throughout the world decline, it will negatively impact our results of operations, financial condition and cash flows, and could cause the market price of our common shares to decline. |
• | Terrorist attacks and international hostilities could affect our business, results of operations, cash flows and financial condition. |
• | Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses. |
• | Rising fuel prices may adversely affect our profits. |
• | Inflation could adversely affect our operating results and financial condition. |
• | Our revenues are subject to seasonal fluctuations, which could affect our operating results and ability to service our debt or pay dividends. |
• | Climate change and greenhouse gas restrictions may be imposed. |
• | Pending and future tax law changes may result in significant additional taxes to us. |
• | Increased scrutiny of environmental, social and governance matters may impact our business and reputation. |
• | Our vessels may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments that could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares. |
• | Sulfur regulations to reduce air pollution from ships may require retrofitting of vessels and may cause us to incur significant costs. |
• | We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income. |
• | Regulations relating to ballast water discharge may adversely affect our revenues and profitability. |
• | Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business. |
• | Acts of piracy on ocean-going vessels have increased in frequency, which could adversely affect our business. |
• | The operation of dry bulk vessels has particular operational risks. |
• | If any of our vessels fails to maintain its class certification or fails any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes longer or is more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations. |
• | Because seafaring employees we employ are covered by industry-wide collective bargaining agreements, failure of industry groups to renew those agreements may disrupt our operations and adversely affect our earnings. |
• | Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flows. |
• | Governments could requisition our vessels during a period of war or emergency, which could negatively impact our business, financial condition, results of operations, and available cash. |
• | The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger breaches of certain financial covenants under our current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss. |
• | We may enter into newbuilding projects which are subject to risks that could cause delays. |
• | We may be unable to obtain financing for any vessels we may acquire. |
• | We may acquire additional vessels in the future, and if those vessels are not delivered on time or are delivered with significant defects, our earnings and financial condition could suffer. |
• | Substantial debt levels could limit our flexibility to obtain additional financing and pursue other business opportunities. |
• | Our loan agreements and other financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations. In addition, because of the presence of cross-default provisions in our loan agreements and financing arrangements, a default by us under one loan or financing agreement could lead to defaults under multiple loans and financing agreements. |
• | We depend on officers and directors who are associated with United Maritime Corporation, of the Republic of the Marshall Islands (“United”), which may create conflicts of interest. |
• | If we fail to manage our planned growth properly, we may not be able to successfully expand our market share. |
• | Purchasing and operating secondhand vessels, such as our current fleet, may result in increased operating costs and vessel off-hire, which could adversely affect our financial condition and results of operations. |
• | Volatility of LIBOR and potential changes of the use of LIBOR as a benchmark could affect our profitability, earnings, and cash flow. |
• | The failure of our current or future counterparties to meet their obligations under our charter agreements could cause us to suffer losses or otherwise adversely affect our business. |
• | Rising crew costs may adversely affect our profits. |
• | We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations. |
• | Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition. |
• | We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm our reported revenue and results of operations. |
• | We maintain cash with a limited number of financial institutions including financial institutions that may be located in Greece, which will subject us to credit risk. |
• | We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy financial obligations or to pay dividends. |
• | In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, which may adversely affect our results of operations. |
• | Due to our lack of fleet diversification, adverse developments in the maritime dry bulk shipping industry would adversely affect our business, financial condition, and operating results. |
• | We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us. |
• | The shipping industry has inherent operational risks that may not be adequately covered by our insurances. Further, because we obtain some of our insurances through protection and indemnity associations, we have been and may in the future be retrospectively subject to calls or premiums in amounts based not only on our own claim records, but also on the claim records of all other members of the protection and indemnity associations. |
• | Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, could result in fines, criminal penalties, and an adverse effect on our business. |
• | We depend significantly on third-party technical and commercial managers for crewing and certain aspects of technical and commercial management of some of our ships. Our operations could be negatively affected if third-party managers fail to perform their services satisfactorily. |
• | Management fees will be payable to our managers regardless of our profitability, which could have a material adverse effect on our business, financial condition and results of operations. |
• | We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common stock. |
• | We may have to pay tax on U.S. source income, which would reduce our earnings. |
• | We may be subject to tax in the jurisdictions in which we or our vessel-owning or management subsidiaries are incorporated or operate. |
• | We are a “foreign private issuer,” which could make our common stock less attractive to some investors or otherwise harm our stock price. |
• | Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands, and as such we are entitled to exemption from certain Nasdaq corporate governance standards. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements. |
• | We conduct business in China, where the legal system is not fully developed and has inherent uncertainties that could limit the legal protections available to us. |
• | Changing laws and evolving reporting requirements could have an adverse effect on our business. |
• | A cyber-attack could materially disrupt our business. |
• | The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. |
• | The international nature of our operations may make the outcome of any potential bankruptcy proceedings difficult to predict. |
• | We may issue additional common shares or other equity securities without shareholder approval, which would dilute our existing shareholders' ownership interests and may depress the market price of our common shares. |
• | The market price of our common shares has been and may in the future be subject to significant fluctuations. Further, there is no guarantee of a continuing public market to resell our common shares. |
• | A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further price volatility in our common shares. |
• | We may not have the surplus or net profits required by law to pay dividends. The declaration and payment of dividends will always be subject to the discretion of our board of directors and will depend on a number of factors. Our board of directors may not declare dividends in the future. |
• | The superior voting rights of our Series B Preferred Shares may limit the ability of our common shareholders to control or influence corporate matters, and the interests of the holder of such shares could conflict with the interests of common shareholders. |
• | Anti-takeover provisions in our restated articles of incorporation, as amended, and third amended and restated bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares. |
• | Issuance of preferred shares, such as our Series B Preferred Shares, may adversely affect the voting power of our common shareholders and have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares. |
• | We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted. |
• | We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests. |
• | As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall Islands and other offshore jurisdictions such as Liberia, Bermuda and the British Virgin Islands, our operations may be subject to economic substance requirements. |
• | It may not be possible for investors to serve process on or enforce U.S. judgments against us. |
• | 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 vessels’ deliveries; |
• | scrapping rate of older vessels; |
• | vessel casualties; |
• | price of steel; |
• | number of vessels that are out of service; |
• | vessels’ average speed; |
• | changes in environmental and other regulations that may limit the useful life of vessels; and |
• | port or canal congestion. |
• | crew strikes and/or boycotts; |
• | acts of God; |
• | 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. |
• | general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply; |
• | prevailing levels of charter rates; |
• | competition from other shipping companies; |
• | sophistication and condition of the vessels; |
• | advances in efficiency, such as introduction of autonomous vessels; |
• | where the vessel was built and as-built specifications; |
• | lifetime maintenance record; |
• | supply and demand for vessels; |
• | types, sizes, and age 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; |
• | whether the vessel is equipped with scrubbers; |
• | global economic or pandemic-related crises; |
• | governmental and other regulations, including environmental regulations; |
• | ability of buyers to access financing and capital; |
• | 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. |
• | 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; |
• | 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. |
• | our existing shareholders' proportionate ownership interest in us would decrease; |
• | the proportionate amount of cash available for dividends payable per common share 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. |
• | 11,028 common shares issuable upon the exercise of a representative’s warrant issued to Maxim Group LLC in connection with our public offering which closed on April 2, 2020, at an exercise price per share of $34.00, which warrant expires on March 31, 2023; |
• | 27,304 common shares issuable upon the exercise of outstanding Class D warrants at an exercise price of $13.99 per share, which warrants were issued in our public offering which closed on April 2, 2020 and expire in April 2025; |
• | 449,459 common shares issuable upon the exercise of outstanding Class E Warrants at an exercise price of $4.99 per share, which warrants were issued in our underwritten public offering which closed on August 20, 2020 and which expire in August 2025; and |
• | 263,750 common shares issuable upon the conversion of an outstanding convertible note that we issued to JDH, at a conversion price of $12.00 per common share. |
• | 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, including preferred shares with superior voting rights, such as the Series B Preferred Shares; |
• | provide for a classified board of directors with staggered, three-year terms; |
• | permit the removal of any director only for cause; |
• | prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action; |
• | limiting the persons who may call special meetings of shareholders; and |
• | establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders. |
ITEM 4. | INFORMATION ON THE COMPANY |
A. | History and Development of the Company |
B. | Business Overview |
Vessel Name | Year Built | Dwt | Flag | Yard | Type of Employment |
Patriotship | 2010 | 181,709 | MI | Imabari | T/C Index Linked(1) |
Dukeship | 2010 | 181,453 | MI | Sasebo | T/C Index Linked(2) |
Worldship | 2012 | 181,415 | MI | Koyo-Imabari | T/C Index Linked(3) |
Paroship | 2012 | 181,415 | LIB | Imabari | T/C Index Linked(4) |
Hellasship | 2012 | 181,325 | LIB | Imabari | T/C Index Linked(5) |
Honorship | 2010 | 180,242 | MI | Imabari | T/C Index Linked(6) |
Fellowship | 2010 | 179,701 | MI | Daewoo | T/C Index Linked(7) |
Championship | 2011 | 179,238 | MI | Sungdong SB | T/C Index Linked(8) |
Partnership | 2012 | 179,213 | MI | Hyundai | T/C Index Linked(9) |
Knightship | 2010 | 178,978 | LIB | Hyundai | T/C Index Linked (10) |
Lordship | 2010 | 178,838 | LIB | Hyundai | T/C Index Linked(11) |
Friendship | 2009 | 176,952 | LIB | Namura | T/C Index Linked(12) |
Flagship | 2013 | 176,387 | MI | Mitsui | T/C Index Linked(13) |
Geniuship | 2010 | 170,057 | MI | Sungdong SB | T/C Index Linked(14) |
Premiership | 2010 | 170,024 | MI | Sungdong SB | T/C Index Linked(15) |
Squireship | 2010 | 170,018 | LIB | Sungdong SB | T/C Index Linked(16) |
Customer | 2022 | 2021 | 2020 | |||
A | 24% | 15% | - | |||
B | 18% | 13% | - | |||
C | 17% | 23% | 23% | |||
D | 15% | 11% | 18% | |||
E | - | 10% | - | |||
Total | 74% | 72% | 41% |
• | We have retrofitted our fleet with nine Exhaust Gas Cleaning Systems (“EGCS”) in order to comply with emissions standards, titled IMO- 2020, set by the IMO. |
• | We participate in the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios and are consistent with the policies and ambitions of the IMO to reduce shipping’s total annual GHG emissions by at least 40% by 2030. |
• | We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the carbon intensity of the chartering activities of these vessels. |
• | We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the Getting to Zero Coalition, the Hellenic Decarbonization committee of RINA Classification Society and the Hellenic Marine Environment Protection Association. |
• | We are active participants in several projects for the development and/or deployment of new green technologies and alternative fuels, including with respect to: |
- | the adoption of various latest technology voyage optimization platforms which aim to reduce fuel consumption and therefore our fleet’s CO2 footprint; |
- | the installation of energy-saving devices, such as propeller ducts, propeller boss cap fins and variable frequency drives, which aim to reduce the required propulsion power and CO2 emissions of our vessels; |
- | piloting and evaluating latest technology anti-fouling paints and hull cleaning technologies to reduce hull resistance and improve vessel’s energy efficiency; and |
- | the techno-economic feasibility assessment of alternative fuels in shipping by executing multiple biofuel trials; |
• | We maintain high employee retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement of our people. |
• | We have an annual contract with an international organization covering 24/7 all seamen onboard the vessels medically and psychologically. |
• | Our community investment activities focus on, but are not limited to, supporting vulnerable groups and youth education in Greece. |
• | The Company is governed by a diverse and experienced, majority independent Board of Directors. |
• | We have a transparent Code of Business Conduct & Ethics and Anti-Fraud Policy in place. |
• | We implement strong internal controls structured to ensure robust risk management. |
• | We continuously cultivate an open reporting culture with respect to any violations of the Code of Ethics. |
• | During 2022, we established an ESG Committee at Board level to guide and support the company’s ESG strategy. |
• | Our Company uses advanced Enterprise Resource Planning and Business Intelligence systems to streamline operations and facilitate effective decision-making. We continuously upgrade and enhance our cybersecurity systems, processes, and policies to protect our company from cyber risks, both in the office and on our vessels. |
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 |
Honor Shipping Co. | Republic of the Marshall Islands |
Sea Genius Shipping Co. | Republic of the Marshall Islands |
Traders Shipping Co. | Republic of the Marshall Islands |
Gladiator Shipping Co. | Republic of the Marshall Islands |
Premier Marine Co. | Republic of the Marshall Islands |
Emperor Holding Ltd. | Republic of the Marshall Islands |
Champion Marine Co. | Republic of the Marshall Islands |
Fellow Shipping Co. | Republic of the Marshall Islands |
Patriot Shipping Co. | Republic of the Marshall Islands |
Flag Marine Co. | Republic of the Marshall Islands |
World Shipping Co. | Republic of the Marshall Islands |
Partner Marine Co. | Republic of the Marshall Islands |
Duke Shipping Co. | Republic of the Marshall Islands |
Squire Ocean Navigation Co. | Republic of Liberia |
Lord Ocean Navigation Co. | Republic of Liberia |
Knight Ocean Navigation Co. | Republic of Liberia |
Good Ocean Navigation Co. | Republic of Liberia |
Hellas Ocean Navigation Co. | Republic of Liberia |
Friend Ocean Navigation Co. | Republic of Liberia |
Paros Ocean Navigation Co. | Republic of Liberia |
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 |
D. | Property, Plants and Equipment |
ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
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 | ||||||||||||||
2022 | 2021 | Amount | % | |||||||||||||
Revenues: | ||||||||||||||||
Vessel revenue, net | 122,629 | 153,108 | (30,479 | ) | (20 | )% | ||||||||||
Fees from related parties | 2,391 | - | 2,391 | - | ||||||||||||
Revenue, net | 125,020 | 153,108 | (28,088 | ) | (18 | )% | ||||||||||
Expenses: | ||||||||||||||||
Voyage expenses | (4,293 | ) | (16,469 | ) | 12,176 | (74 | )% | |||||||||
Vessel operating expenses | (43,550 | ) | (36,332 | ) | (7,218 | ) | 20 | % | ||||||||
Management fees | (1,368 | ) | (1,435 | ) | 67 | (5 | )% | |||||||||
General and administration expenses | (17,412 | ) | (13,739 | ) | (3,673 | ) | 27 | % | ||||||||
Depreciation and amortization | (28,297 | ) | (19,944 | ) | (8,353 | ) | 42 | % | ||||||||
Gain on sale of vessel, net | - | 697 | (697 | ) | (100 | )% | ||||||||||
(Loss) / gain on forward freight agreements, net | (417 | ) | 24 | (441 | ) | (1,838 | )% | |||||||||
Operating income | 29,683 | 65,910 | (36,227 | ) | (55 | )% | ||||||||||
Other income / (expenses), net: | ||||||||||||||||
Interest and finance costs | (15,332 | ) | (17,779 | ) | 2,447 | (14 | )% | |||||||||
Loss on extinguishment of debt | (1,291 | ) | (6,863 | ) | 5,572 | (81 | )% | |||||||||
Gain on spin-off of United Maritime Corporation | 2,800 | - | 2,800 | - | ||||||||||||
Other, net | 1,351 | 80 | 1,271 | 1,589 | % | |||||||||||
Total other expenses, net: | (12,472 | ) | (24,562 | ) | 12,090 | (49 | )% | |||||||||
Net income before income taxes | 17,211 | 41,348 | (24,137 | ) | (58 | )% | ||||||||||
Income taxes | 28 | - | 28 | - | ||||||||||||
Net income | 17,239 | 41,348 | (24,109 | ) | (58 | )% | ||||||||||
Net income per common share | ||||||||||||||||
Basic | 0.97 | 2.70 | ||||||||||||||
Diluted | 0.96 | 2.50 | ||||||||||||||
Weighted average number of common shares outstanding | ||||||||||||||||
Basic | 17,493,033 | 15,332,191 | ||||||||||||||
Diluted | 17,684,048 | 19,133,753 |
B. | Liquidity and Capital Resources |
(In thousands of US Dollars) | Year ended December 31, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
Cash Flow Data: | ||||||||||||
Net cash provided by / (used in) operating activities | 37,286 | 80,760 | (9,735 | ) | ||||||||
Net cash used in investing activities | (56,263 | ) | (184,620 | ) | (21,864 | ) | ||||||
Net cash provided by financing activities | 5,828 | 127,435 | 39,096 |
• | The Company prepaid $6.5 million of the principal amount of the Second JDH Loan Facility on December 31, 2020. |
• | In exchange for the settlement of all accrued and unpaid interest under the JDH Loan Facilities and JDH Notes through December 31, 2020 in an aggregate amount of $4.3 million and an amendment fee of $1.2 million, the Company issued, on January 8, 2021, 798,691 units (“Units”) at a price of $7.0 per Unit, with each Unit consisting of one common share of the Company (or, at JDH’s option, one pre-funded warrant in lieu of such common share) and ten warrants to purchase one common share at an exercise price of $7.0 per share. |
• | The Company granted JDH an option, exercisable only once until 45 days after the effectiveness of the resale registration statement described below, to purchase up to 428,571 additional Units at a price of $7.0 per Unit in exchange for the forgiveness of principal under the Second JDH Loan Facility in an amount equal to the aggregate purchase price of the Units. On April 26, 2021, JDH exercised this option to purchase 428,571 additional Units at a price of $7.0 per Unit in exchange for the settlement of principal under the Second JDH Loan in an amount of $3.0 million. |
• | The Company granted JDH customary registration rights covering common shares issuable pursuant to the Securities Purchase Agreement as well as common shares underlying the JDH Notes. The registration statement covering the resale of these common shares was filed on February 19, 2021. |
• | The Company and JDH agreed to amend the terms of each of the JDH Loan Facilities and JDH Notes pursuant to the omnibus supplemental agreements described below, including to extend the maturity date to December 31, 2024, to reduce the annual interest rate to 5.5% and to amend the conversion price under the JDH Notes to $12.00 per common share. |
• | JDH agreed to a standstill undertaking, applicable for at least as long as the common shares are listed on Nasdaq, precluding any acquisition of the common shares, including through the exercise of warrants or the conversion of the JDH Notes, to the extent that it would result in JDH or its affiliates beneficially owning, including controlling the voting or disposition of, more than 9.99% of the outstanding common shares after giving effect to the acquisition. |
• | JDH waived any and all prior breaches and events of default under the JDH Loan Facilities and JDH Notes. |
(i) | accrued and unpaid interest of an aggregate of $1.9 million through December 31, 2020 was deemed fully and finally settled; |
(ii) | the interest rate payable from January 1, 2021 through the maturity date was fixed at 5.5% per annum; |
(iii) | the maturity date was extended to December 31, 2024; |
(iv) | the addition of cash sweep provisions whereby the Company will make prepayments semi-annually commencing the fiscal quarter ending March 31, 2021 of the greater of the Company’s cash balances in excess of $25.0 million or the revenue of the Company’s Capesize fleet attributable to a time charter equivalent rate in excess of $18,000 but not exceeding $21,000; |
(v) | a mandatory prepayment on each of December 31, 2022 and December 31, 2023 of $8.0 million less any prepayments previously made under the cash sweep provisions; |
(vi) | an option to apply the proceeds of any cash exercise of the warrants issued to JDH as part of Units as a prepayment; |
(vii) | an amendment to the existing mandatory prepayment provisions in the First JDH Loan Facility and Fourth JDH Loan Facility such that the Company will make a mandatory prepayment of an amount equal to 25% of the net proceeds of any future public offering and any cash exercise of the Company’s outstanding Class E warrants (the prepayment obligations set forth in (iv)-(vi) above, the “Mandatory Prepayment Obligations”); and |
(viii) | a cap of $12.0 million on all Mandatory Prepayment Obligations in any calendar year. |
(i) | accrued and unpaid interest of an aggregate of $2.4 million through December 31, 2020 was deemed fully and finally settled; |
(ii) | the interest rate payable from January 1, 2021 through the maturity date was fixed at 5.5% per annum; |
(iii) | the maturity date was extended to December 31, 2024; |
(iv) | the conversion price was amended to $12.0 per common share; |
(v) | the existing conversion provision was amended to include a beneficial ownership limitation of 9.99% of the number of the common shares outstanding immediately after giving effect to the issuance of common shares issuable upon conversion; and |
(vi) | the addition of provisions analogous to the Mandatory Prepayment Obligations requiring mandatory prepayment of the JDH Notes following the full repayment of the JDH Loan Facilities, and a cap of $12.0 million on all such mandatory prepayment obligations in any calendar year. |
C. | Research and development, patents and licenses, etc. |
D. | Trend Information |
Year Ended December 31, | ||||||||||||
Fleet Data: | 2022 | 2021 | 2020 | |||||||||
Ownership days | 6,219 | 5,140 | 3,807 | |||||||||
Available days(1) | 5,954 | 5,040 | 3,755 | |||||||||
Operating days(2) | 5,905 | 4,987 | 3,747 | |||||||||
Fleet utilization | 95 | % | 97.0 | % | 98.4 | % | ||||||
Average Daily Results: | ||||||||||||
TCE rate(3) | $ | 20,040 | $ | 27,399 | $ | 11,950 | ||||||
Daily Vessel Operating Expenses(4) | $ | 6,819 | $ | 6,211 | $ | 5,709 |
(1) | During the year ended December 31, 2022, we incurred 265 off-hire days for seven scheduled dry-dockings and ballast water treatment installation on two of our vessels. During the year ended December 31, 2021, we incurred 100 off-hire days for four scheduled dry-dockings. |
(2) | During the year ended December 31, 2022, we incurred 49 off-hire days due to unforeseen circumstances. During the year ended December 31, 2021, we incurred 53 off-hire days due to unforeseen circumstances. |
(3) | We include TCE rate (a measure of the average daily revenue performance), a non-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) | 2022 | 2021 | 2020 | |||||||||
Vessel revenue, net | $ | 122,629 | $ | 153,108 | $ | 63,345 | ||||||
Voyage expenses | (4,293 | ) | (16,469 | ) | (18,567 | ) | ||||||
Time charter equivalent revenues | $ | 118,336 | $ | 136,639 | $ | 44,778 | ||||||
Operating days | 5,905 | 4,987 | 3,747 | |||||||||
Daily time charter equivalent rate | $ | 20,040 | $ | 27,399 | $ | 11,950 |
(4) | We include Daily Vessel Operating Expenses, a non-GAAP measure, as we believe it provides additional meaningful information and 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, | |||||||||||
2022 | 2021 | 2020 | ||||||||||
Vessel operating expenses | $ | 43,550 | $ | 36,332 | $ | 22,347 | ||||||
Less: Pre-delivery expenses | (1,144 | ) | (4,410 | ) | (611 | ) | ||||||
Vessel operating expenses before pre-delivery expenses | 42,406 | 31,922 | 21,736 | |||||||||
Ownership days | 6,219 | 5,140 | 3,807 | |||||||||
Daily Vessel Operating Expenses | $ | 6,819 | $ | 6,211 | $ | 5,709 |
E. | Critical Accounting Estimates |
• | 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; |
• | 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. |
Carrying Value plus any unamortized dry-docking costs as of |
Vessel | Year Built | Dwt | December 31, 2022 (in millions of U.S. dollars) | December 31, 2021 (in millions of U.S. dollars) | |||||||
Patriotship | 2010 | 181,709 | 24.6 | 25.9 | |||||||
Dukeship | 2010 | 181,453 | 32.2 | * | 34.2 | * | |||||
Worldship | 2012 | 181,415 | 31.6 | * | 33.2 | ||||||
Hellasship | 2012 | 181,325 | 28.1 | * | 27.8 | ||||||
Fellowship | 2010 | 179,701 | 25.8 | * | 27.4 | ||||||
Championship | 2011 | 179,238 | 35.6 | * | 38.1 | * | |||||
Partnership | 2012 | 179,213 | 31.7 | * | 30.8 | ||||||
Knightship | 2010 | 178,978 | 20.6 | 21.1 | |||||||
Lordship | 2010 | 178,838 | 19.9 | 20.9 | |||||||
Goodship | 2005 | 177,536 | - | 13.2 | |||||||
Friendship | 2009 | 176,952 | 25.3 | * | 24.3 | ||||||
Tradership | 2006 | 176,925 | - | 16.5 | |||||||
Flagship | 2013 | 176,387 | 28.7 | 27.7 | |||||||
Gloriuship | 2004 | 171,314 | - | 12.4 | |||||||
Geniuship | 2010 | 170,057 | 22.2 | 23.6 | |||||||
Premiership | 2010 | 170,024 | 25.4 | * | 27.1 | ||||||
Squireship | 2010 | 170,018 | 28.7 | * | 30.5 | ||||||
Honorship | 2010 | 180,242 | 33.5 | * | - | ||||||
Paroship | 2012 | 181,415 | 31.0 | * | - | ||||||
TOTAL | 444.9 | 434.7 |
December 31, 2022 (in millions of U.S. dollars) | December 31, 2021 (in millions of U.S. dollars) | |||||||
Vessels, net | 434.1 | 426.1 | ||||||
Deferred charges and other investments, non-current | 10.8 | 8.6 | ||||||
Total | 444.9 | 434.7 |
ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
A. | Directors and Senior Management |
Name | Age | Position | Director Class | |||
Stamatios Tsantanis | 51 | Chairman, Chief Executive Officer & Director | A (term expires in 2025) | |||
Stavros Gyftakis | 44 | Chief Financial Officer | ||||
Christina Anagnostara | 52 | Director* | B (term expires in 2023) | |||
Elias Culucundis | 80 | Director* | A (term expires in 2025) | |||
Dimitrios Anagnostopoulos | 76 | Director* | C (term expires in 2024) | |||
Ioannis Kartsonas | 51 | Director* | C (term expires in 2024) |
Board Diversity Matrix (As of March 30, 2023) To be completed by Foreign Issuers (with principal executive offices outside of the U.S.) and Foreign Private Issuers | ||||
Greece | ||||
Foreign Private Issuer | Yes | |||
Disclosure Prohibited under Home Country Law | No | |||
Total Number of Directors | 5 | |||
Female | Male | Non-Binary | Did Not Disclose Gender | |
Part I: Gender Identity | ||||
Directors | 1 | 4 | 0 | 0 |
Part II: Demographic Background | ||||
Underrepresented Individual in Home Country Jurisdiction | 0 | |||
LGBTQ+ | 0 | |||
Did Not Disclose Demographic Background | 0 |
B. | Compensation |
C. | Board Practices |
D. | Employees |
E. | Share Ownership |
ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
A. | Major Shareholders |
Identity of Person or Group | Number of Shares Owned | Percent of Class | ||||||
Stamatios Tsantanis(1)(2) | 1,369,055 | 6.84 | % | |||||
Dimitrios Anagnostopoulos(1) | 267,073 | 1.33 | % | |||||
Elias Culucundis(1) | 263,934 | 1.31 | % | |||||
Christina Anagnostara(1) | 217,240 | 1.08 | % | |||||
Stavros Gyftakis(1) | 211,328 | 1.05 | % | |||||
Ioannis Kartsonas(1) | — | * | ||||||
Directors and executive officers as a group (6 individuals)(1) | 2,459,129 | 12.28 | % |
(1) | Calculation of percent of class beneficially owned by each such person is based on 20,011,117 common shares outstanding as of March 30, 2023 and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act. |
(2) | Stamatios Tsantanis also beneficially owns 20,000 Series B Preferred Shares, constituting 100% of our issued and outstanding Series B Preferred Shares, which were issued on December 10, 2021 pursuant to a stock purchase agreement between us and Stamatios Tsantanis. Through his ownership of common shares and Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the voting power of our outstanding capital stock. For a description of the Series B Preferred Shares, see “Description of Securities” filed as Exhibit 2.5 hereto. |
B. | Related Party Transactions |
C. | Interests of Experts and Counsel |
ITEM 8. | FINANCIAL INFORMATION |
A. | Consolidated Statements and Other Financial Information |
B. | Significant Changes |
ITEM 9. | THE OFFER AND LISTING |
A. | Offer and Listing Details |
B. | Plan of Distribution |
C. | Markets |
D. | Selling Shareholders |
E. | Dilution |
F. | Expenses of the Issue |
ITEM 10. | ADDITIONAL INFORMATION |
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; |
• | 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 for U.S. federal income tax purposes; |
• | 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 (by vote or value) of our 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 as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or |
• | persons whose functional currency is not the U.S. dollar. |
• | 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; |
• | 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 |
ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
ITEM 15. | CONTROLS AND PROCEDURES |
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 |
ITEM 16. | [RESERVED] |
ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT |
ITEM 16B. | CODE OF ETHICS |
ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
2022 | 2021 | |||||||
Audit fees | $ | 300,000 | $ | 345,000 | ||||
Audit related fees | - | 144,000 | ||||||
Tax fees | - | - | ||||||
All other fees | - | - | ||||||
Total fees | $ | 300,000 | $ | 489,000 |
ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
Month | Total Number of Shares (or Units) Purchased | Average Price Paid per Share (or Units) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | ||||||||||||
January 1 – 10, 2023 | 4,038,114 | 0.20 | 4,038,114 | $ | 0 |
ITEM 16F. | CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT |
ITEM 16G. | CORPORATE GOVERNANCE |
• | 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, as amended, and third 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 third 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. |
ITEM 16H. | MINE SAFETY DISCLOSURE |
ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. |
ITEM 17. | FINANCIAL STATEMENTS |
ITEM 18. | FINANCIAL STATEMENTS |
ITEM 19. | EXHIBITS |
Exhibit Number | Description |
1.1 | |
1.2 | |
1.3 | |
1.4 | |
2.1 | |
2.2 | |
2.3 | |
2.4 | |
Description of Securities* | |
4.1 | |
4.2 | |
4.3 | |
4.4 | |
Amended and Restated 2011 Equity Incentive Plan of the registrant adopted on March 27, 2023* |
Form of Ship Technical Management Agreement with V.Ships Greece for the M/V Friendship* | |
Form of Ship Technical Management Agreement with V.Ships Greece for the M/V Championship* | |
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 | |
First Supplemental Agreement dated June 30, 2022 between the registrant, Duke Shipping Co. and Friend Ocean Navigation Co., Lord Ocean Navigation Co., Squire Ocean Navigation Co. and Alpha Bank S.A. with respect to the Facility Agreement dated August 9, 2021* | |
4.50 | |
4.51 | |
4.52 | |
Facility Agreement dated June 21, 2022 between Duke Shipping Co. and Alpha Bank S.A.* | |
Facility Agreement dated June 22, 2022 between the registrant, World Shipping Co., Honor Shipping Co. and Piraeus Bank S.A.* | |
Facility Agreement dated October 10, 2022 between the registrant, Fellow Shipping Co., Premier Marine Co. and Danish Ship Finance A/S* |
Facility Agreement dated December 15, 2022 between Paros Ocean Navigation Co. and Alpha Bank S.A.* | |
4.57 | |
4.58 | |
4.59 | Bareboat Charter Agreement dated March 29, 2023 between Great Something Co, Ltd. and Knight Ocean Navigation Co. for the MV Knightship* |
4.60 | Addendum to the Bareboat Charter Agreement dated March 29, 2023 between Great Something Co., Ltd. and Knight Ocean Navigation Co. for the MV Knightship, dated March 29, 2023* |
4.61 | Charterer Performance Guarantee in respect of the MV Knightship dated March 29, 2023 between the registrant and Great Something Co., Ltd.* |
4.62 | |
4.63 | |
4.64 | |
4.65 | |
4.66 | |
Form of Technical Management Agreement with Seanergy Shipmanagement Corp. for dry bulk vessels of United Maritime Corporation* | |
Contribution and Conveyance Agreement dated July 5, 2022 between the registrant and United Maritime Corporation* | |
Right of First Refusal and First Offer Agreement between the registrant and United Maritime Corporation* | |
Master Management Agreement dated July 5, 2022 between the registrant and United Maritime Corporation* | |
Commercial Management Agreement dated July 5, 2022 between Seanergy Management Corp. and United Maritime Corporation* | |
List of Subsidiaries* | |
Certificate of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act* | |
Certificate of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act* | |
Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
Consent of Deloitte Certified Public Accountants S.A.* | |
Consent of Ernst & Young (Hellas) Certified Auditors-Accountants S.A.* | |
101 | The following financial information from the registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022, formatted in Extensible Business Reporting Language (XBRL)* (1) Consolidated Balance Sheets as of December 31, 2022 and 2021; (2) Consolidated Statements of Income/(loss) for the years ended December 31, 2022, 2021 and 2020; (3) Consolidated Statements of Shareholders’ (Deficit) / Equity for the years ended December 31, 2022, 2021 and 2020; and (4) Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020. |
(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 3.2 to the registrant’s registration statement on Form F-1 filed with the Commission on February 19, 2021. |
(3) | Incorporated herein by reference to Exhibit 3.8 to the registrant’s report on Form 6-K filed with the Commission on February 15, 2023. |
(4) | Incorporated herein by reference to Exhibit 99.2 to the registrant’s report on Form 6-K furnished with the Commission on September 25, 2020. |
(5) | Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on February 15, 2023. |
(6) | Incorporated herein by reference to Exhibit 3.1 to the registrant's report on Form 6-K filed with the Commission on July 2, 2021. |
(7) | Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on July 2, 2021. |
(8) | Incorporated herein by reference to Exhibit 99.4 to the registrant's report on Form 6-K filed with the Commission on December 10, 2021. |
(9) | 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. |
(10) | 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. |
(11) | 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. |
(12) | 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. |
(13) | Incorporated herein by reference to Exhibit 4.10 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(14) | Incorporated herein by reference to Exhibit 4.11 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(15) | 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. |
(16) | 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. |
(17) | 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. |
(18) | 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. |
(19) | 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. |
(20) | Incorporated herein by reference to Exhibit 4.17 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(21) | 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. |
(22) | 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. |
(23) | 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. |
(24) | 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. |
(25) | 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. |
(26) | 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. |
(27) | 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. |
(28) | 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. |
(29) | 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. |
(30) | 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. |
(31) | 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. |
(32) | 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. |
(33) | 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. |
(34) | 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. |
(35) | Incorporated herein by reference to Exhibit 4.51 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020. |
(36) | Incorporated herein by reference to Exhibit 99.7 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021. |
(37) | 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. |
(38) | 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. |
(39) | Incorporated herein by reference to Exhibit 10.89 to the registrant's registration statement on Form F-1 filed with the Commission on November 8, 2018. |
(40) | 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. |
(41) | 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. |
(42) | 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. |
(43) | 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. |
(44) | 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. |
(45) | 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. |
(46) | Incorporated herein by reference to Exhibit 4.53 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(47) | Incorporated herein by reference to Exhibit 4.54 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(48) | Incorporated herein by reference to Exhibit 4.55 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(49) | Incorporated herein by reference to Exhibit 4.56 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(50) | Incorporated herein by reference to Exhibit 4.57 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(51) | Incorporated herein by reference to Exhibit 4.58 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(52) | Incorporated herein by reference to Exhibit 4.59 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(53) | Incorporated herein by reference to Exhibit 4.60 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(54) | Incorporated herein by reference to Exhibit 4.62 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(55) | Incorporated herein by reference to Exhibit 4.63 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(56) | Incorporated herein by reference to Exhibit 4.64 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022. |
(57) | Incorporated herein by reference to Exhibit 4.1 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020. |
(58) | Incorporated herein by reference to Exhibit 4.2 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020. |
(59) | Incorporated herein by reference to Exhibit 4.4 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020. |
(60) | Incorporated herein by reference to Exhibit 4.1 to the registrant’s report on Form 6-K furnished to the Commission on August 19, 2020. |
(61) | Incorporated herein by reference to Exhibit 4.2 to the registrant’s report on Form 6-K furnished to the Commission on August 19, 2020. |
(62) | Incorporated herein by reference to Exhibit 99.2 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021. |
(63) | Incorporated herein by reference to Exhibit 99.3 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021. |
SEANERGY MARITIME HOLDINGS CORP. | ||
By: | /s/ Stamatios Tsantanis | |
Name: | Stamatios Tsantanis | |
Title: | Chairman & Chief Executive Officer | |
Date: March 31, 2023 |
Page | |
F-2 | |
Reports of Independent Registered Public Accounting Firm (PCAOB ID 1457) | F-3 |
F-4 | |
F-5 | |
F-6 | |
F-7 | |
F-8 |
• | We tested the effectiveness of controls over management’s review of the impairment analysis, including the future charter rates used within the undiscounted future cash flows analysis. |
• | We evaluated the reasonableness of the Company’s estimate of future charter rates by: |
o | Evaluating the Company’s methodology for estimating the future charter rates utilized. For the first calendar year the Company estimates the daily future charter rate using the average of two published third party estimates. For the periods thereafter the Company bases its estimate on a published third party’s average 10-year historical daily charter earnings of similar size vessels excluding outliers. These future charter rates are then adjusted for estimated commissions, expected off hires due to scheduled maintenance, estimated unscheduled off hires and estimated premium for vessels with installed scrubbers. |
o | Comparing the future charter rates utilized in the undiscounted future cash flow analysis to a) historical rate information for Capezise bulkers published by third parties, b) the Company’s budget, c) other external market sources, including analysts’ reports, d) market reports on spreads on marine fuel (for determination of premium for scrubber fitted vessels), reports on prospective market outlook, and e) the Company’s historical records to assess estimated commissions and off hires. |
o | Considering the consistency of the assumptions used with evidence obtained in other areas of the audit. This included, among others, 1) internal communications by management to the board of directors, and 2) external communications by management to analysts and investors. |
2022 | 2021 | |||||||||||
ASSETS | ||||||||||||
Current assets: | ||||||||||||
Cash and cash equivalents | 4 | 26,027 | 41,496 | |||||||||
Term deposits | - | 1,500 | ||||||||||
Restricted cash | 4,7 | 1,650 | 1,180 | |||||||||
Accounts receivable trade, net | 12 | 720 | - | |||||||||
Inventories | 5 | 1,995 | 1,448 | |||||||||
Prepaid expenses | 1,096 | 1,118 | ||||||||||
Due from related parties | 3 | 829 | - | |||||||||
Assets held for sale | 6 | 28,252 | - | |||||||||
Other current assets | 1,075 | 434 | ||||||||||
Total current assets | 61,644 | 47,176 | ||||||||||
Fixed assets: | ||||||||||||
Vessels, net | 6 | 434,133 | 426,062 | |||||||||
Other fixed assets, net | 412 | 405 | ||||||||||
Total fixed assets | 434,545 | 426,467 | ||||||||||
Other non-current assets: | ||||||||||||
Deposits assets, non-current | 1,325 | 1,325 | ||||||||||
Deferred charges and other investments, non-current | 2 | 10,759 | 8,613 | |||||||||
Restricted cash, non-current | 4, 7 | 4,800 | 2,950 | |||||||||
Operating lease, right-of-use asset | 10 | 499 | 650 | |||||||||
Other non-current assets | 28 | 30 | ||||||||||
TOTAL ASSETS | 513,600 | 487,211 | ||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
Current liabilities: | ||||||||||||
Current portion of long-term debt and other financial liabilities, net of deferred finance costs and debt discounts of $1,856 and $1,347, respectively | 7 | 35,051 | 68,473 | |||||||||
Debt related to assets held for sale, net of deferred finance costs of $110 and $NIL, respectively | 7 | 12,990 | - | |||||||||
Current portion of convertible notes, net of deferred finance costs and debt discounts of $332 and $1,046, respectively | 8 | 10,833 | 769 | |||||||||
Liability from contract with related party | 3,6 | 12,688 | - | |||||||||
Trade accounts and other payables | 7,826 | 5,762 | ||||||||||
Accrued liabilities | 8,374 | 5,173 | ||||||||||
Operating lease liability | 10 | 108 | 121 | |||||||||
Deferred revenue | 12 | 2,232 | 7,735 | |||||||||
Other current liabilities | 11,16 | 4,548 | - | |||||||||
Total current liabilities | 94,650 | 88,033 | ||||||||||
Non-current liabilities: | ||||||||||||
Long-term debt and other financial liabilities, net of current portion and deferred finance costs and debt discounts of $1,871 and $2,030, respectively | 7 | 196,825 | 146,701 | |||||||||
Convertible notes, non-current, net of current portion and deferred finance costs and debt discounts of $NIL and $1,597, respectively | 8 | - | 6,804 | |||||||||
Operating lease liability, non-current | 10 | 391 | 529 | |||||||||
Deferred revenue, non-current | 12 | 35 | 538 | |||||||||
Other liabilities, non-current | - | 130 | ||||||||||
Total liabilities | 291,901 | 242,735 | ||||||||||
Commitments and contingencies | 10 | - | - | |||||||||
STOCKHOLDERS’ EQUITY | ||||||||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; 20,000 and NIL shares issued and outstanding as at December 31, 2022 and 2021, respectively | 11 | - | - | |||||||||
Common stock, $0.0001 par value; 500,000,000 authorized shares as at December 31, 2022 and 2021; 18,191,614 and 17,298,613 shares issued and outstanding as at December 31, 2022 and 2021, respectively | 11 | 2 | 2 | |||||||||
Additional paid-in capital | 11 | 583,691 | 597,723 | |||||||||
Accumulated deficit | (361,994 | ) | (353,249 | ) | ||||||||
Total stockholders’ equity | 221,699 | 244,476 | ||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 513,600 | 487,211 |
Notes | 2022 | 2021 | 2020 | |||||||||||||
Vessel revenue, net | 12 | 122,629 | 153,108 | 63,345 | ||||||||||||
Fees from related parties | 3 | 2,391 | - | - | ||||||||||||
Revenue, net | 125,020 | 153,108 | 63,345 | |||||||||||||
Expenses: | ||||||||||||||||
Voyage expenses | 12 | (4,293 | ) | (16,469 | ) | (18,567 | ) | |||||||||
Vessel operating expenses | (43,550 | ) | (36,332 | ) | (22,347 | ) | ||||||||||
Management fees | (1,368 | ) | (1,435 | ) | (1,052 | ) | ||||||||||
General and administration expenses | (17,412 | ) | (13,739 | ) | (6,607 | ) | ||||||||||
Amortization of deferred dry-docking costs | 2 | (4,880 | ) | (2,793 | ) | (2,319 | ) | |||||||||
Depreciation | 6 | (23,417 | ) | (17,151 | ) | (12,721 | ) | |||||||||
Gain on sale of vessel, net | 6 | - | 697 | - | ||||||||||||
(Loss) / gain on forward freight agreements, net | (417 | ) | 24 | - | ||||||||||||
Operating income / (loss) | 29,683 | 65,910 | (268 | ) | ||||||||||||
Other income / (expenses), net: | ||||||||||||||||
Interest and finance costs | 12 | (15,332 | ) | (17,779 | ) | (12,342 | ) | |||||||||
Interest and finance costs – related party | 12 | - | - | (11,083 | ) | |||||||||||
Loss on extinguishment of debt | 7 | (1,291 | ) | (6,863 | ) | - | ||||||||||
Gain on debt refinancing | 7 | - | - | 5,144 | ||||||||||||
Gain on spin-off of United Maritime Corporation | 3 | 2,800 | - | - | ||||||||||||
Interest and other income | 3 | 1,361 | 161 | 208 | ||||||||||||
Foreign currency exchange losses, net | (10 | ) | (81 | ) | (15 | ) | ||||||||||
Total other expenses, net | (12,472 | ) | (24,562 | ) | (18,088 | ) | ||||||||||
Net income / (loss) before income taxes | 17,211 | 41,348 | (18,356 | ) | ||||||||||||
Income taxes | 28 | - | - | |||||||||||||
Net income/ (loss) | 17,239 | 41,348 | (18,356 | ) | ||||||||||||
Net income / (loss) per common share, basic | 13 | 0.97 | 2.70 | (5.49 | ) | |||||||||||
Net income / (loss) per common share, diluted | 13 | 0.96 | 2.50 | (5.49 | ) | |||||||||||
Weighted average common shares outstanding, basic | 13 | 17,439,033 | 15,332,191 | 3,343,628 | ||||||||||||
Weighted average common shares outstanding, diluted | 13 | 17,684,048 | 19,133,753 | 3,343,628 |
Preferred Stock Series B | Common stock | Additional | Total | |||||||||||||||||||||||||
# of Shares | Par Value | # of Shares | Par Value | paid-in capital | Accumulated deficit | stockholders’ equity | ||||||||||||||||||||||
Balance, January 1, 2020 | - | - | 168,125 | - | 406,099 | (376,241 | ) | 29,858 | ||||||||||||||||||||
Issuance of common stock (including the exercise of warrants) (Note 11) | - | - | 6,647,749 | 1 | 71,834 | - | 71,835 | |||||||||||||||||||||
Stock based compensation (Note 15) | - | - | 15,625 | - | 869 | - | 869 | |||||||||||||||||||||
Issuable units (Note 7, 8 & 9) | - | - | - | - | 6,021 | - | 6,021 | |||||||||||||||||||||
Change in fair value of conversion option (Note 9) | - | - | - | - | 4,924 | - | 4,924 | |||||||||||||||||||||
Issuance of options for units (Note 9) | - | - | - | - | 543 | - | 543 | |||||||||||||||||||||
Net loss | - | - | - | - | - | (18,356 | ) | (18,356 | ) | |||||||||||||||||||
Balance, December 31, 2020 | - | - | 6,831,499 | 1 | 490,290 | (394,597 | ) | 95,694 | ||||||||||||||||||||
Issuance of common stock (including the exercise of warrants) (Note 11) | - | - | 9,238,754 | 1 | 98,217 | - | 98,218 | |||||||||||||||||||||
Issuance of common stock and warrants for repayment of subordinated long-term debt (Note 7) | - | - | 428,571 | - | 3,000 | - | 3,000 | |||||||||||||||||||||
Issuance of common stock upon conversion of convertible notes (Note 8) | - | - | 300,000 | - | 3,600 | - | 3,600 | |||||||||||||||||||||
Issuance of preferred shares to related party (Note 11) | 20,000 | - | - | - | 250 | - | 250 | |||||||||||||||||||||
Stock based compensation (Note 15) | - | - | 670,000 | - | 5,097 | - | 5,097 | |||||||||||||||||||||
Repurchase of common stock (Note 11) | - | - | (170,210 | ) | - | (1,708 | ) | - | (1,708 | ) | ||||||||||||||||||
Repurchase of warrants (Note 11) | - | - | - | - | (1,023 | ) | - | (1,023 | ) | |||||||||||||||||||
Net income | - | - | - | - | - | 41,348 | 41,348 | |||||||||||||||||||||
Balance, December 31, 2021 | 20,000 | - | 17,298,614 | 2 | 597,723 | (353,249 | ) | 244,476 | ||||||||||||||||||||
Cumulative adjustment due to adoption of ASU 2020-06 (Note 8) | - | - | - | - | (21,165 | ) | 10,216 | (10,949 | ) | |||||||||||||||||||
Issuance of common stock (including the exercise of warrants) (Note 11) | - | - | 10,000 | - | 70 | - | 70 | |||||||||||||||||||||
Stock based compensation (Note 15) | - | - | 883,000 | - | 7,185 | - | 7,185 | |||||||||||||||||||||
Repurchase of warrants (Note 11) | - | - | - | - | (122 | ) | - | (122 | ) | |||||||||||||||||||
Dividends ($1.25 per share) (Note 11) | - | - | - | - | - | (22,472 | ) | (22,472 | ) | |||||||||||||||||||
United Maritime Corporation spin-off (Note 3) | - | - | - | - | - | (13,728 | ) | (13,728 | ) | |||||||||||||||||||
Net income | - | - | - | - | - | 17,239 | 17,239 | |||||||||||||||||||||
Balance, December 31, 2022 | 20,000 | - | 18,191,614 | 2 | 583,691 | (361,994 | ) | 221,699 |
2022 | 2021 | 2020 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income/ (loss) | 17,239 | 41,348 | (18,356 | ) | ||||||||
Adjustments to reconcile net income (loss) to net cash provided by / (used in) operating activities: | ||||||||||||
Depreciation | 23,417 | 17,151 | 12,721 | |||||||||
Amortization of deferred dry-docking costs | 4,880 | 2,793 | 2,319 | |||||||||
Amortization of deferred finance costs and debt discounts | 2,859 | 3,659 | 1,107 | |||||||||
Amortization of convertible note beneficial conversion feature | - | 2,887 | 5,518 | |||||||||
Stock based compensation | 7,185 | 5,097 | 869 | |||||||||
Amortization of deferred finance costs and debt discounts – related party | - | - | 201 | |||||||||
Loss on extinguishment of debt | 1,291 | 6,863 | - | |||||||||
Gain on spin-off of United Maritime Corporation | (2,800 | ) | - | - | ||||||||
Gain on sale of vessel, net | - | (697 | ) | - | ||||||||
Gain on debt refinancing, gross of deferred financing fees and expenses | - | - | (5,556 | ) | ||||||||
Fair value measurement of units issued to former related party | - | - | 596 | |||||||||
Restructuring expenses | - | - | 1,015 | |||||||||
Changes in operating assets and liabilities: | ||||||||||||
Accounts receivable trade, net | (839 | ) | 801 | 962 | ||||||||
Inventories | (840 | ) | 3,202 | (788 | ) | |||||||
Prepaid expenses | 22 | 22 | (740 | ) | ||||||||
Other current assets | (641 | ) | 240 | 579 | ||||||||
Deferred voyage expenses | - | 621 | (525 | ) | ||||||||
Deferred charges, non-current | (9,494 | ) | (6,433 | ) | (1,145 | ) | ||||||
Other non-current assets | 2 | 2 | (3 | ) | ||||||||
Trade accounts and other payables | (589 | ) | 348 | (12,398 | ) | |||||||
Accrued liabilities | 2,155 | 2,187 | 3,526 | |||||||||
Due from related parties | (595 | ) | - | - | ||||||||
Deferred revenue | (5,463 | ) | 3,225 | 214 | ||||||||
Deferred revenue, non-current | (503 | ) | (2,236 | ) | (301 | ) | ||||||
Other liabilities, non-current | - | (320 | ) | 450 | ||||||||
Net cash provided by / (used in) operating activities | 37,286 | 80,760 | (9,735 | ) | ||||||||
Cash flows from investing activities: | ||||||||||||
Vessels acquisitions and improvements | (70,321 | ) | (197,214 | ) | (20,189 | ) | ||||||
Advances from related party from sale of vessels | 12,688 | 12,600 | - | |||||||||
Investment in Series C preferred shares | (10,000 | ) | - | - | ||||||||
Proceeds from redemption of Series C preferred shares | 10,000 | - | - | |||||||||
Term deposits | 1,500 | 100 | (1,600 | ) | ||||||||
Purchase of other fixed assets | (130 | ) | (106 | ) | (75 | ) | ||||||
Net cash used in investing activities | (56,263 | ) | (184,620 | ) | (21,864 | ) | ||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions | 70 | 98,302 | 73,750 | |||||||||
Proceeds from issuance of preferred stock | - | 250 | - | |||||||||
Payments for repurchase of common stock | - | (1,708 | ) | - | ||||||||
Payments for repurchase of warrants | - | (1,023 | ) | - | ||||||||
Proceeds from long-term debt and other financial liabilities | 124,800 | 180,320 | 22,500 | |||||||||
Dividends paid | (17,924 | ) | - | - | ||||||||
Payments of financing and stock issuance costs | (1,420 | ) | (2,698 | ) | (3,640 | ) | ||||||
Repayments of long-term debt and other financial liabilities | (89,698 | ) | (132,058 | ) | (52,514 | ) | ||||||
Repayments of convertible notes | (10,000 | ) | (13,950 | ) | - | |||||||
Repayments of related party debt | - | - | (1,000 | ) | ||||||||
Net cash provided by financing activities | 5,828 | 127,435 | 39,096 | |||||||||
Net (decrease) / increase in cash and cash equivalents and restricted cash | (13,149 | ) | 23,575 | 7,497 | ||||||||
Cash and cash equivalents and restricted cash at beginning of period | 45,626 | 22,051 | 14,554 | |||||||||
Cash and cash equivalents and restricted cash at end of period | 32,477 | 45,626 | 22,051 | |||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||||||
Cash paid during the period for: | ||||||||||||
Interest | 11,710 | 11,166 | 10,270 | |||||||||
Noncash investing activities: | ||||||||||||
Vessels acquisitions and improvements | 1,015 | 837 | - | |||||||||
Noncash financing activities: | ||||||||||||
Dividends declared but not paid (Note 11) | 4,548 | - | - | |||||||||
Units issued for repayment of subordinated long-term debt (Note 7) | - | 3,000 | - | |||||||||
Repayment of subordinated long-term debt by issuance of units (Note 7) | - | (3,000 | ) | - | ||||||||
Common shares issued by conversion of notes (Note 8) | - | 3,600 | - | |||||||||
Notes reduction via conversion (Note 8) | - | (3,600 | ) | - | ||||||||
Units / shares issued to settle unpaid interest in connection with financing – former related party (Note 7, 8 & 9) | - | - | 4,814 | |||||||||
Units / shares issued to settle deferred finance cost in connection with financing – former related party (Note 7 & 8) | - | - | 1,374 | |||||||||
Change in fair value of conversion option (Note 9) | - | - | 4,924 | |||||||||
Issuance of option for units (Note 9) | - | - | 543 |
1. | Basis of Presentation and General Information: |
Company | Country of Incorporation | Vessel name | Date of Delivery | Date of Sale/Disposal/Sale and leaseback | ||||
Seanergy Management Corp. (1)(2) | Marshall Islands | N/A | N/A | N/A | ||||
Seanergy Shipmanagement Corp. (1)(2) | Marshall Islands | N/A | N/A | N/A | ||||
Emperor Holding Ltd. (1) | Marshall Islands | N/A | N/A | N/A | ||||
Pembroke Chartering Services Limited (1)(3)(4) | Malta | N/A | N/A | N/A | ||||
Maritime Capital Shipping Limited (1)(4) | Bermuda | N/A | N/A | N/A | ||||
Sea Genius Shipping Co. (1) | Marshall Islands | Geniuship | October 13, 2015 | N/A | ||||
Premier Marine Co. (1) | Marshall Islands | Premiership | September 11, 2015 | N/A | ||||
Squire Ocean Navigation Co. (1) | Liberia | Squireship | November 10, 2015 | N/A | ||||
Lord Ocean Navigation Co. (1) | Liberia | Lordship | November 30, 2016 | N/A | ||||
Champion Marine Co. (1)(5) | Marshall Islands | Championship | November 7, 2018 | N/A | ||||
Fellow Shipping Co. (1) | Marshall Islands | Fellowship | November 22, 2018 | N/A | ||||
Friend Ocean Navigation Co. (1) | Liberia | Friendship | July 27, 2021 | N/A | ||||
World Shipping Co. (1) | Marshall Islands | Worldship | August 30, 2021 | N/A | ||||
Duke Shipping Co. (1) | Marshall Islands | Dukeship | November 26, 2021 | N/A | ||||
Partner Marine Co. (1)(5) | Marshall Islands | Partnership | March 9, 2022 | N/A | ||||
Honor Shipping Co. (1) | Marshall Islands | Honorship | June 27, 2022 | N/A | ||||
Paros Ocean Navigation Co. (1) | Liberia | Paroship | December 27, 2022 | N/A | ||||
Knight Ocean Navigation Co. (1)(5) | Liberia | Knightship | December 13, 2016 | June 29, 2018 | ||||
Flag Marine Co. (1)(5) | Marshall Islands | Flagship | May 6, 2021 | May 11, 2021 | ||||
Hellas Ocean Navigation Co. (1)(5) | Liberia | Hellasship | May 6, 2021 | June 28, 2021 | ||||
Patriot Shipping Co. (1)(5) | Marshall Islands | Patriotship | June 1, 2021 | June 28, 2021 | ||||
Good Ocean Navigation Co. (1)(Note 6) | Liberia | Goodship | August 7, 2020 | February 10, 2023 | ||||
Traders Shipping Co. (1)(Note 6) | Marshall Islands | Tradership | June 9, 2021 | February 28, 2023 | ||||
Gladiator Shipping Co. (1)(4) | Marshall Islands | Gladiatorship | September 29, 2015 | October 11, 2018 | ||||
Leader Shipping Co. (1)(4) | Marshall Islands | Leadership | March 19, 2015 | September 30, 2021 | ||||
Partner Shipping Co. Limited (1)(4) | Malta | Partnership | May 31, 2017 | March 9, 2022 | ||||
Martinique International Corp. (1)(4) | British Virgin Islands | Bremen Max | September 11, 2008 | March 7, 2014 | ||||
Harbour Business International Corp. (1)(4) | British Virgin Islands | Hamburg Max | September 25, 2008 | March 10, 2014 |
(1) | Subsidiaries wholly owned |
(2) | Management companies |
(3) | Chartering services company |
(4) | Dormant companies |
(5) | Bareboat charters |
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) | Term Deposits |
(g) | Restricted Cash |
(h) | Accounts Receivable Trade, Net |
(i) | Inventories |
(j) | Insurance Claims |
(k) | Vessels |
(l) | Vessel Depreciation |
(m) | Impairment of Long-Lived Assets (Vessels) |
(n) | Assets held for sale |
(o) | Dry-Docking and Special Survey Costs |
(p) | Commitments and Contingencies |
(q) | Revenue Recognition |
(r) | Leases |
(s) | Sale and Leaseback Transactions |
(t) | Commissions |
(u) | Vessel Voyage Expenses |
(v) | Repairs and Maintenance |
(w) | Financing Costs |
(x) | Income Taxes |
(y) | Stock-based Compensation |
(z) | Earnings (Losses) per Share |
(aa) | Segment Reporting |
(ab) | 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. |
(ac) | Debt Modifications and Extinguishments |
(ad) | Convertible Notes and related Beneficial Conversion Features |
(ae) | Going Concern |
(af) | Derivatives - Forward Freight Agreements |
(ag) | Share and warrant repurchases |
(ah) | Non-monetary transactions |
3. | Transactions with Related Parties |
4. | Cash and Cash Equivalents and Restricted Cash: |
December 31, 2022 | December 31, 2021 | |||||||
Cash and cash equivalents | 26,027 | 41,496 | ||||||
Restricted cash | 1,650 | 1,180 | ||||||
Restricted cash, non-current | 4,800 | 2,950 | ||||||
Cash and cash equivalents and restricted cash | 32,477 | 45,626 |
5. | Inventories: |
December 31, 2022 | December 31, 2021 | |||||||
Bunkers | 392 | - | ||||||
Lubricants | 1,603 | 1,448 | ||||||
Total | 1,995 | 1,448 |
6. | Vessels, Net: |
December 31, 2022 | December 31, 2021 | |||||||
Cost: | ||||||||
Beginning balance | 488,049 | 307,870 | ||||||
- Additions | 71,224 | 197,306 | ||||||
- Vessel contributed to United Maritime Corporation | (17,948 | ) | - | |||||
- Transfer to “Assets held for Sale” | (29,809 | ) | - | |||||
- Disposals | - | (17,127 | ) | |||||
Ending balance | 511,516 | 488,049 | ||||||
Accumulated depreciation: | ||||||||
Beginning balance | (61,987 | ) | (51,133 | ) | ||||
- Depreciation for the period | (23,294 | ) | (17,076 | ) | ||||
- Vessel contributed to United Maritime Corporation | 5,046 | - | ||||||
- Transfer to “Asset held for Sale” | 2,852 | - | ||||||
- Disposals | - | 6,222 | ||||||
Ending balance | (77,383 | ) | (61,987 | ) | ||||
Net book value | 434,133 | 426,062 |
On June 22, 2021, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Friendship, for a gross purchase price of $24,600. The vessel was delivered to the Company on July 27, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery and subsequently through the August 2021 Alpha Bank Loan Facility (Note 7).
On May 17, 2021, the Company entered into an agreement with unaffiliated third parties for the purchase of a secondhand Capesize vessel, the Worldship, for a gross purchase price of $33,700. The vessel was delivered to the Company on August 30, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery and subsequently through the November 2021 Piraeus Bank Loan Facility (Note 7).
On March 11, 2021, the Company entered into an agreement with unaffiliated third parties for the purchase of a secondhand Capesize vessel, the Patriotship, for a gross purchase price of $26,600. The vessel was delivered to the Company on June 1, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery and subsequently through the CMBFL Sale and Leaseback (Note 7).
On March 10, 2021, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Flagship, for a gross purchase price of $28,385. The vessel was delivered to the Company on May 6, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery and subsequently through the Flagship Cargill Sale and Leaseback (Note 7).
On February 12, 2021, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Tradership, for a gross purchase price of $17,000. The vessel was delivered to the Company on June 9, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery and subsequently through the ABB Loan Facility (Note 7).
During the years ended December 31, 2022 and 2021, amounts of $5,624 and $4,121, respectively, of improvements were capitalized that concern improvements on vessels performance and meeting environmental standards mainly due to installation of ballast water treatment systems and other energy saving devices. The cost of these additions was accounted as major improvement and were capitalized over the vessels’ cost and will be depreciated over the remaining useful life of each vessel. Amounts paid for the additions are included in “Vessels acquisitions and improvements” under “Cash flows from investing activities” in the consolidated statement of cash flows.
As of December 31, 2022, all vessels, except for the Knightship, the Championship, the Flagship, the Partnership, the Hellasship and the Patriotship that are financed through other financial liabilities (sale and leaseback agreements where the lessors hold the title to the assets), are mortgaged to secure loans of the Company (Note 7).
7. | Long-Term Debt and Other Financial Liabilities: |
December 31, 2022 | December 31, 2021 | |||||||
Long-term debt and other financial liabilities | 235,603 | 218,551 | ||||||
Less: Deferred financing costs and debt discounts | (3,727 | ) | (3,377 | ) | ||||
Total | 231,876 | 215,174 | ||||||
Less - current portion | (35,051 | ) | (68,473 | ) | ||||
Long-term portion | 196,825 | 146,701 | ||||||
Debt related to assets held for sale | 13,100 | - | ||||||
Less: Deferred financing costs | (110 | ) | - | |||||
Total | 12,990 | - | ||||||
Total debt net of deferred financing costs and debt discounts | 244,866 | 215,174 |
December 2022 Alpha Bank Loan Facility
• | a minimum borrower’s liquidity; |
• | a minimum guarantor’s liquidity; |
• | a security coverage requirement; and |
• | a leverage ratio. |
(i) amount of $1,015 was expensed as incurred in 2020, since it concerned amounts paid to third parties in relation to the JDH amendments, whereas the remaining amount of $166 was included in additional paid-in capital, since these costs related to the issuance of units;
(ii) the amendment fee of $1,241 was accounted for as a debt deferred cost and is amortized to each facility’s maturity;
(iii) the fair value of the option granted to JDH to purchase up to 428,571 additional units was recorded as debt discount and was amortized to Second JDH Loan’s maturity (Note 8);
(iv) for the accounting treatment of the fair value of the units issued to JDH and the change in the fair value of the conversion option, refer to Note 8.
All amounts regarding the JDH amendments discussed above were recorded as of December 31, 2020, the date of the closing of the transaction.
First JDH Loan originally entered into on October 4, 2016
Pursuant to the terms of the SPA, the fiscal year 2020 accrued and unpaid interest of $630 under the First JDH Loan was deemed fully and finally settled.
Twelve-month periods ending December 31, | Amount | |||
2023 | 50,006 | |||
2024 | 30,633 | |||
2025 | 47,911 | |||
2026 | 77,296 | |||
Thereafter | 42,857 | |||
Total | 248,703 |
8. | Convertible Notes: |
December 31, 2022 | December 31, 2021 | |||||||
Convertible notes | 11,165 | 21,165 | ||||||
Less: beneficial conversion feature | - | (10,949 | ) | |||||
Convertible notes, net of beneficial conversion feature | 11,165 | 10,216 | ||||||
Less: Deferred financing costs | (9 | ) | (75 | ) | ||||
Less: Change in fair value of conversion option | (323 | ) | (2,568 | ) | ||||
Total | 10,833 | 7,573 | ||||||
Less – current portion | (10,833 | ) | (769 | ) | ||||
Long-term portion | - | 6,804 |
Net debt at inception | Accumulated deficit | Debt | ||||||||||
Balance, December 31, 2020 | 3,361 | 8,670 | 12,031 | |||||||||
Repayments / Conversions | (17,550 | ) | - | (17,550 | ) | |||||||
Amortization (Note 11) | - | 995 | 995 | |||||||||
Loss on extinguishment | - | 4,524 | 4,524 | |||||||||
Balance, December 31, 2021 | (14,189 | ) | 14,189 | - |
9. | 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. Cash and cash equivalents and restricted cash, current are considered Level 1 items as they represent liquid assets with short-term maturities. The carrying value approximates the fair market value for interest bearing cash classified as restricted cash, non-current and are considered Level 1 item of the fair value hierarchy. |
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, 2022, and the carrying value of $33,890 is 5% higher than the fair market value of $32,332. 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 | |||
2023 | 114,441 | |||
2024 | 25,862 | |||
2025 | 15,056 | |||
2026 | 5,321 | |||
Total | 160,680 |
Twelve-month periods ending December 31, | Amount | |||
2023 | 128 | |||
2024 | 128 | |||
2025 | 128 | |||
2026 | 128 | |||
2027 | 128 | |||
Thereafter | 32 | |||
Total | 672 | |||
Less: imputed interest | (173 | ) | ||
Present value of lease liabilities | 499 | |||
Lease liabilities, current | 108 | |||
Lease liabilities, non-current | 391 | |||
Present value of lease liabilities | 499 |
11. | Capital Structure: |
(a) | Preferred Stock |
(b) | Common Stock |
i) | NASDAQ Notifications – Effect of reverse stock split |
On September 30, 2020, the Company received written notification from The Nasdaq Stock Market (“Nasdaq”), indicating that because the closing bid price of the Company’s common stock for 30 consecutive business days, from August 18, 2020 to September 29, 2020, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2). On February 11, 2021, the Company received written notification from Nasdaq that the Company regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock. The compliance was regained organically, as the closing bid price of the Company’s common stock has been at $1.00 per share or greater for at least 10 consecutive business days.
ii) | Dividends |
iii) | Common stock issuances and buybacks |
iv) | Equity Offerings |
Warrant | Shares to be issued upon exercise of remaining warrants | |||
Class D | 27,304 | |||
Class E | 853,271 | |||
Representative Warrants | 11,028 | |||
Total | 891,603 |
12. | Vessel Revenue and Voyage Expenses: |
Year ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Vessel revenues from spot charters, net of commissions | - | 28,264 | 27,033 | |||||||||
Vessel revenues from time charters, net of commissions | 122,629 | 124,844 | 36,312 | |||||||||
Total | 122,629 | 153,108 | 63,345 |
Customer | 2022 | 2021 | 2020 | |||||||||
A | 24 | % | 15 | % | - | |||||||
B | 18 | % | 13 | % | - | |||||||
C | 17 | % | 23 | % | 23 | % | ||||||
D | 15 | % | 11 | % | 18 | % | ||||||
E | - | 10 | % | - | ||||||||
Total | 74 | % | 72 | % | 41 | % |
Year ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Voyage expenses from spot charters | - | 13,465 | 17,099 | |||||||||
Voyage expenses from time charters | 4,293 | 3,004 | 1,468 | |||||||||
Total | 4,293 | 16,469 | 18,567 |
13. | Interest and Finance Costs: |
Year ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Interest on long-term debt and other financial liabilities | 11,609 | 8,766 | 10,279 | |||||||||
Convertible notes interest expense | 694 | 2,067 | - | |||||||||
Amortization of deferred finance costs and debt discounts | 2,575 | 3,333 | 757 | |||||||||
Amortization of deferred finance costs and debt discounts (shares issued to third party - non-cash) | 284 | 326 | 350 | |||||||||
Amortization of convertible note beneficial conversion feature (non-cash) | - | 2,887 | - | |||||||||
Fair value measurement of units issued to former related party | - | - | 596 | |||||||||
Other | 170 | 400 | 360 | |||||||||
Total | 15,332 | 17,779 | 12,342 |
Year ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Interest expense long term debt related party | - | - | 1,924 | |||||||||
Convertible notes interest expense | - | - | 2,425 | |||||||||
Amortization of convertible note beneficial conversion feature (non-cash) | - | - | 5,518 | |||||||||
Amortization of deferred finance costs and debt discounts (shares issued to JDH - non-cash) | - | - | 201 | |||||||||
Restructuring expenses | - | - | 1,015 | |||||||||
Total | - | - | 11,083 |
14. | Earnings per Share: |
For the years ended December 31, | ||||||||||||
2022 | 2021 | 2020 | ||||||||||
Net income / (loss) | $ | 17,239 | $ | 41,348 | $ | (18,356 | ) | |||||
Less: Dividends to non-vested participating securities | (227 | ) | - | - | ||||||||
Less: Undistributed earnings to non-vested participating securities | (105 | ) | - | - | ||||||||
Net income / (loss) attributable to common shareholders, basic | $ | 16,907 | $ | 41,348 | $ | (18,356 | ) | |||||
Undistributed earnings to non-vested participating securities | $ | 105 | $ | - | $ | - | ||||||
Undistributed earnings reallocated to non-vested participating securities | (51 | ) | - | - | ||||||||
Interest effect of convertible notes | - | 6,473 | - | |||||||||
Net income / (loss) attributable to common shareholders, diluted | $ | 16,961 | $ | 47,821 | $ | (18,356 | ) | |||||
Weighted average common shares outstanding, basic | 17,439,033 | 15,332,191 | 3,343,628 | |||||||||
Effect of dilutive securities: | ||||||||||||
Warrants | 245,015 | 541,009 | - | |||||||||
Non-vested participating securities | - | 169,522 | - | |||||||||
Convertible notes shares | - | 3,091,031 | - | |||||||||
Weighted average common shares outstanding, diluted | 17,684,048 | 19,133,753 | 3,343,628 | |||||||||
Net income / (loss) per share attributable to common shareholders, basic | $ | 0.97 | $ | 2.70 | $ | (5.49 | ) | |||||
Net income / (loss) per share attributable to common shareholders, diluted | $ | 0.96 | $ | 2.50 | $ | (5.49 | ) |
15. | Equity Incentive Plan: |
Number of Shares | Weighted Average Grant Date Price | |||||||
Outstanding at December 31, 2020 | 5,208 | $ | 24.80 | |||||
Granted | 670,000 | 9.10 | ||||||
Vested | (451,877 | ) | 9.60 | |||||
Outstanding at December 31, 2021 | 223,331 | $ | 7.88 | |||||
Granted | 883,700 | 8.25 | ||||||
Vested | (812,133 | ) | 8.47 | |||||
Forfeited | (666 | ) | 9.13 | |||||
Outstanding at December 31, 2022 | 294,232 | $ | 7.34 |
16. | Subsequent Events |