| PROSPECTUS SUPPLEMENT | Filed Pursuant to Rule 424(b)(3) | |
| (To the Prospectus dated September 24, 2010) | Registration No. 333-166872 | |
Seanergy Maritime Holdings Corp.
Up to 38,984,667 Shares of Common Stock underlying the Public Warrants
Up to 1,138,917 Common Stock Purchase Warrants
Up to 1,138,917 Shares of Common Stock underlying the Common Stock Purchase Warrants
Up to 1,000,000 Units upon exercise of a Unit Purchase Option
The prospectus included in the post-effective amendment to the registration statement on Form F-1 we filed with the U.S. Securities and Exchange Commission on September 24, 2010, to which we refer as the base prospectus, related to (i) the distribution of up to an aggregate of 38,984,667 shares of our common stock issuable by us upon the exercise of our outstanding public warrants, or the Public Warrants, (ii) the resale by the holders of up to an aggregate of 1,138,917 common stock purchase warrants that were originally issued to the underwriters of a recent registered public offering of shares of our common stock, to which we refer as the Underwriter Warrants, and up to an aggregate of 1,138,917 shares of our common stock issuable upon the exercise of the Underwriter Warrants, and (iii) the primary sale by us of up to an aggregate of 1,000,000 units, or the Units, to the underwriter of the initial public offering of our predecessor company, to whom we refer as the original underwriter, which Units the original underwriter may purchase from us at its option, to which we refer as the Unit Purchase Option, where each Unit consists of one share of our common stock and one warrant, identical to our Public Warrants, to purchase one share of our common stock. The original underwriter’s exercise in full of the Unit Purchase Option would result in the sale by us of 1,000,000 shares of our common stock and 1,000,000 common stock purchase warrants, to which we refer as the Unit Warrants, and the existence of 1,000,000 shares of our common stock issuable upon the exercise of the Unit Warrants. We are filing this prospectus supplement to update the base prospectus.
The base prospectus is updated by deleting the sections titled “Index to Unaudited Pro Forma Summary Financial Data” and “Seanergy, BET and MCS Unaudited Pro Forma Financial Statements” in their entirety and replacing them with the corresponding sections included herein. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the base prospectus. Capitalized terms used herein but not defined have the meanings assigned to such terms in the base prospectus.
The date of this prospectus supplement is November 17, 2010
Recent Developments
On July 14, 2009, we expanded our fleet by entering into a share purchase agreement with Constellation Bulk Energy Holdings, Inc., or Constellation, to acquire from Constellation a 50% ownership interest in Bulk Energy Transport (Holdings) Limited, or BET, whose fleet consists of four Capesize vessels and one Panamax vessel, for nominal cash consideration. On September 3, 2010, we entered into a share purchase agreement to acquire the remaining 50% ownership interest in BET, to which we refer as the second BET transaction, from Mineral Transport Holdings, Inc., or Mineral Transport, a company controlled by members of the Restis family, who are certain of our major shareholders, for a consideration of $33.0 million, comprising (i) $7.0 million in cash and (ii) 24,761,905 of our common shares, at an agreed price of $1.05 per share totalling $26.0 million, that were issued to certain of our shareholders who are affiliated with members of the Restis family, to whom we refer as the Restis affiliate shareholders, as nominees of Mineral Transport. On October 22, 2010, we closed on the second BET transaction. The price of the shares issued on the date of closing was $1.25 per share. The consideration as reflected in the accounts resulted in an excess of $18.1 million of the book value of the non-controlling interest of $19.9 million, which was treated as a reduction to additional paid in capital. There was no impact on net income, however there was a net loss of $0.23 million reclassified from non-controlling interest to net loss attributable to shareholders of our company, Seanergy Maritime Holdings Corp., to which we refer as Seanergy, for the three and six months ended June 30, 2010 and this had no impact on earnings per share.
As a result of the acquisition of the remaining 50% interest, we now have 100% ownership of BET. We now have a wholly-owned operating fleet of 20 dry bulk vessels, consisting of four Capesize, three Panamax, two Supramax, one Handymax and 10 Handysize dry bulk carriers that have a combined cargo-carrying capacity of approximately 1.3 million dwt and an average fleet age of 12.8 years.
2
INDEX TO UNAUDITED PRO FORMA SUMMARY FINANCIAL DATA
|
Page
|
||||
|
Unaudited Pro Forma Condensed Consolidated Statement of Income of Seanergy Maritime Holdings Corp., BET and MCS for the Year Ended December 31, 2009
|
4
|
|||
|
Unaudited Pro Forma Condensed Consolidated Statement of Income of Seanergy Maritime Holdings Corp., BET and MCS for the Six Months Ended June 30, 2010
|
7
|
|||
|
Unaudited Conversion of MCS Consolidated Statement of Income from IFRS to U.S. GAAP for the Year Ended December 31, 2009
|
9
|
|||
|
Unaudited Conversion of MCS Consolidated Statement of Income from IFRS to U.S. GAAP for the Period Ended May 20, 2010
|
10
|
|||
| Unaudited Pro Forma Condensed Consolidated Balance Sheet of Seanergy Maritime Holdings Corp. as of June 30, 2010 | 11 | |||
SEANERGY, BET AND MCS UNAUDITED PRO FORMA FINANCIAL STATEMENTS
Accounting Treatment
The accompanying unaudited pro forma condensed consolidated statements of income give pro forma effect to (i) Seanergy's acquisition of a 50% ownership interest in BET, which was completed on August 12, 2009, (ii) Seanergy's acquisition of a 51% ownership interest in Maritime Capital Shipping Limited, or MCS, which was completed on May 20, 2010, (iii) Seanergy's acquisition of the remaining 49% ownership interest in MCS, which was completed on September 15, 2010; and (iv) Seanergy's acquisition of the remaining 50% ownership interest in BET, which was completed on October 22, 2010. The acquisitions were accounted for under the acquisition method of accounting and accordingly, the net assets acquired have been recorded at their fair values.
Basis of Accounting — The consolidated financial statements have been prepared in accordance with U.S. GAAP.
The unaudited pro forma summary financial information is for illustrative purposes only. You should not rely on the unaudited pro forma condensed statement of income for December 31, 2009 or the six month period ended June 30, 2010 as being indicative of the historical financial position and results of income that would have been achieved had the business combination been consummated as of January 1, 2009.
The unaudited pro forma condensed statement of income for the year ended December 31, 2009 has been derived from (i) the audited (historical) statement of income of Seanergy and its subsidiaries for the year ended December 31, 2009 (ii) the the unaudited statement of income of BET for the six months ended June 30, 2009 as converted to U.S. GAAP from IFRS; (iii) the unaudited statement of income of BET for the period from July 1, 2009 to August 12, 2009; and (iv) the unaudited statement of income of MCS for the year ended December 31, 2009 converted to U.S. GAAP from IFRS. In addition, for MCS there are certain adjustments made to the pro forma statement of income to reflect the disposals of eight vessels for the year ended December 31, 2009, that were not part of the acquisition by Seanergy.
The unaudited pro forma condensed statement of income for the six month period ended June 30, 2010 has been derived from (i) the unaudited (historical) statement of income of Seanergy and its subsidiaries for the six month period ended June 30, 2010; and (ii) the unaudited statement of income of MCS for the period from January 1, 2010 to May 20, 2010 converted to U.S. GAAP from IFRS. In addition, for MCS there are certain adjustments made to the pro forma statement of income to reflect the disposals of eight vessels for the six month period ended June 30, 2010, that were not part of the acquisition by Seanergy.
The unaudited pro forma condensed consolidated balance sheet gives pro forma effect to Seanergy's acquisition of the remaining 50% ownership in BET.
The pro forma adjustments primarily relate to the allocation of the purchase price, including adjusting assets and liabilities to fair value with related changes in depreciation and amortization expense.
3
|
Seanergy Maritime Holdings Corp., Bulk Energy Transport (Holdings) Limited and Maritime Capital Shipping Limited
|
|||||||||||||||
|
Unaudited Pro Forma Consolidated Statement of Income
|
|||||||||||||||
|
For the year ended December 31, 2009
|
|||||||||||||||
| Seanergy | Bulk Energy |
Maritime
Capital |
Disposal of 8 |
Pro Forma
Including Fair Value Adjustments and adj for the period 7/1-8/12/09
|
Total Pro | ||||||||||||||||||||||
|
(G1)
|
Transport (G2)
|
Shipping
|
vessels |
Debit
|
Credit
|
Forma
|
|||||||||||||||||||||
|
Revenues:
|
|||||||||||||||||||||||||||
|
Vessel revenue – related party
|
83,903
|
17,481
|
-
|
-
|
-
|
4,720
|
(G3)
|
106,104
|
|||||||||||||||||||
|
Vessel revenue – non-related party
|
6,340
|
-
|
87,427
|
(33,538
|
) |
(N1)
|
-
|
-
|
60,229
|
||||||||||||||||||
|
Commissions – related party
|
(2,226
|
)
|
-
|
-
|
-
|
-
|
-
|
(2,226
|
)
|
||||||||||||||||||
|
Commissions –non related party
|
(120
|
)
|
-
|
-
|
-
|
-
|
-
|
(120
|
)
|
||||||||||||||||||
|
Vessel revenue
|
87,897
|
17,481
|
87,427
|
(33,538
|
) |
|
4,720
|
163,987
|
|||||||||||||||||||
|
Expenses:
|
|||||||||||||||||||||||||||
|
Direct voyage expenses
|
(753
|
)
|
(2,524
|
)
|
-
|
-
|
639
|
(G3)
|
-
|
(3,916
|
)
|
||||||||||||||||
|
Vessel operating expenses
|
(16,222
|
)
|
(5,592
|
)
|
(17,313
|
)
|
7,579
|
(N1)
|
1,195
|
(G3)
|
(32,743
|
)
|
|||||||||||||||
|
Voyage expenses – related party
|
(1,119
|
)
|
-
|
-
|
-
|
-
|
-
|
(1,119
|
)
|
||||||||||||||||||
|
Management fees – non related party
|
-
|
-
|
(1,044
|
)
|
473
|
(N1)
|
(571
|
)
|
|||||||||||||||||||
|
Management fees - related party
|
(1,715
|
)
|
(723
|
)
|
-
|
168
|
(G3)
|
-
|
(2,606
|
)
|
|||||||||||||||||
|
General and administration expenses
|
(5,928
|
)
|
-
|
(2,524
|
)
|
85
|
(N1)
|
27
|
-
|
(8,394
|
)
|
||||||||||||||||
|
General and administration expenses – related party
|
(742
|
)
|
-
|
-
|
-
|
-
|
-
|
(742
|
)
|
||||||||||||||||||
|
Depreciation
|
(26,812
|
)
|
(10,550
|
)
|
(25,735
|
)
|
14,617
|
(N1)
|
763
|
(G3)
|
5,560
|
(G4)
|
(41,706
|
)
|
|||||||||||||
|
1,977
|
(D1)
|
||||||||||||||||||||||||||
|
Amortization of deferred dry-docking costs
|
(1,045
|
)
|
(1,180
|
)
|
(1,951
|
)
|
1,166
|
(N1)
|
-
|
1,180
|
(G5)
|
(1,045
|
)
|
||||||||||||||
|
785
|
(D2)
|
||||||||||||||||||||||||||
|
Vessels' impairment loss
|
-
|
-
|
(112,497
|
)
|
112,497
|
(N2)
|
-
|
-
|
-
|
||||||||||||||||||
|
Gain from acquisition
|
6,813
|
-
|
-
|
-
|
-
|
6,813
|
|||||||||||||||||||||
|
Operating Income (Loss)
|
40,374
|
(3,088
|
)
|
(73,637
|
)
|
102,879
|
2,792
|
14,222
|
77,958
|
||||||||||||||||||
4
|
Other Expenses:
|
||||||||||||||||||||||||||
|
Interest and finance costs
|
(7,230
|
)
|
(1,953
|
)
|
(8,974
|
)
|
3,410
|
(N1)
|
1,519
|
(G6)
|
178
|
(D4)
|
(16,457
|
)
|
||||||||||||
|
369
|
(D3)
|
|||||||||||||||||||||||||
|
Interest and finance costs – shareholders
|
(386
|
)
|
-
|
-
|
-
|
-
|
-
|
(386
|
)
|
|||||||||||||||||
|
Interest income – money market funds
|
430
|
2,358
|
53
|
(12
|
)(N1)
|
-
|
212
|
(G3)
|
3,041
|
|||||||||||||||||
|
Loss on interest rate swaps
|
(1,575
|
)
|
-
|
(8,356
|
)
|
4,282
|
(N1)
|
-
|
-
|
(5,649
|
)
|
|||||||||||||||
|
Income tax
|
-
|
-
|
(359
|
)
|
-
|
-
|
-
|
(359
|
)
|
|||||||||||||||||
|
Foreign currency exchange gains (losses), net
|
(44
|
)
|
-
|
-
|
-
|
7
|
(G3)
|
(37
|
)
|
|||||||||||||||||
|
Other Income (Expense)
|
(8,805
|
)
|
405
|
(17,636
|
)
|
7,680
|
1,888
|
397
|
(19,847
|
)
|
||||||||||||||||
|
Net income (loss)
|
31,569
|
(2,683
|
)
|
(91,273
|
)
|
110,559
|
4,680
|
14,619
|
58,111
|
|||||||||||||||||
|
Less: Net Income/(Loss) Attributable to the Noncontrolling interest
|
1,517
|
-
|
-
|
-
|
1,517
|
(E1)
|
-
|
|
-
|
|
||||||||||||||||
|
Net Income/(Loss) attributable to Seanergy
|
30,052
|
(2,683
|
)
|
(91,273
|
)
|
110,559
|
3,163
|
14,619
|
58,111
|
|||||||||||||||||
|
Net Income per common share
|
||||||||||||||||||||||||||
|
Basic
|
1.16
|
0.77
|
||||||||||||||||||||||||
|
Diluted
|
1.00
|
0.73
|
||||||||||||||||||||||||
|
Weighted average common shares outstanding
|
||||||||||||||||||||||||||
|
Basic
|
25,882,967
|
75,406,777
|
||||||||||||||||||||||||
|
Diluted
|
30,529,281
|
80,053,091
|
Pro Forma Adjustments and Eliminations (in thousands of U.S. dollars, except for share and per share data, unless otherwise stated):
(G1) Derived from the consolidated statement of income of Seanergy Maritime Holdings Corp. and subsidiaries for the year ended December 31, 2009.
BET Acquisition
|
(G2)
|
As reported under U.S. GAAP for the six months period ended June 30, 2009.
|
|
(G3)
|
Represents the additional revenue, operating and other expenses for the BET vessels operating from July 1, 2009 to August 12, 2009.
|
|
(G4)
|
Represents adjustments to the depreciation expense for BET operating from July 1, 2009 to August 12, 2009.
|
|
(G5)
|
To eliminate amortization of drydocking costs for BET due to fair value adjustments.
|
|
(G6)
|
To adjust interest and finance costs and deferred financing costs for BET of $1,519, as if the increased margin and prepayment was effective from January 1, 2009.
|
5
MCS Acquisition
| (D1) | To adjust depreciation expense based on the fair value of the vessels as of the date of acquisition. |
| (D2) | To eliminate the amortization of dry-docking costs due to fair value adjustments. |
|
(D3)
|
To adjust interest and finance costs, as if the increased margin was effective from January 1, 2009.
|
|
(D4)
|
To eliminate amortization of deferred financing costs.
|
Note 1: Subsequent to December 31, 2009, Maritime Capital Shipping disposed of eight vessels, the related debt and other assets and liabilities. These transactions have been adjusted in the pro forma schedule to be able to better reflect the business acquired by Seanergy and the pro forma impact.
|
(N1)
|
Reflects the operations of the 8 disposed vessels for the year ended December 31, 2009.
|
|
(N2)
|
For the year ended December 31, 2009, under US GAAP all impairment losses relate to the 8 disposed vessels.
|
|
(E1)
|
To eliminate non controlling interest due to the acquisition of 100% ownership in BET.
|
|
2009
|
||||
|
Basic:
|
|
|||
|
Net income
|
$
|
58,111
|
||
|
Weighted average of common shares outstanding — basic
|
75,406,777
|
|||
|
Net income per common share-basic
|
$
|
0.77
|
||
|
Diluted:
|
||||
|
Net income
|
$
|
58,111
|
||
|
Weighted average common shares outstanding
|
75,406,777
|
|||
|
Effect of dilutive common stock equivalents
|
4,646,314
|
|||
|
Pro forma weighted average number of common shares outstanding — diluted
|
80,053,091
|
|||
|
Net income per common share-diluted
|
$
|
0.73
|
||
Thus, as of December 31, 2009, securities that could potentially dilute basic EPS in the future that were included in the computation of diluted EPS as mentioned above are:
|
Convertible note – to related party
|
1,424,110
|
|||
|
Contingently-issuable shares – earn-out
|
3,222,204
|
|||
|
Total
|
4,646,314
|
Thus, as of December 31, 2009, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS as mentioned above are:
|
Underwriters purchase options - common shares
|
1,000,000
|
|||
|
Underwriters purchase options - warrants
|
1,000,000
|
|||
|
Private warrants
|
16,016,667
|
|||
|
Public warrants
|
22,968,000
|
|||
|
Total
|
40,984,667
|
6
|
Seanergy Maritime Holdings Corp. and Maritime Capital Shipping Limited
Unaudited Pro Forma Consolidated Statement of Income For the six months ended June 30, 2010 |
| Seanergy | Maritme
Capital
Shipping |
Disposals
of 8
|
Pro Forma Including
Fair Value Adjustments
|
Total
Pro
|
||||||||||||||||||||||||||||
|
(G1)
|
(G2) |
vessels
|
Debit
|
Credit
|
Forma
|
|||||||||||||||||||||||||||
|
Revenues:
|
||||||||||||||||||||||||||||||||
|
Vessel revenue - related party
|
24,068 | - | 24,068 | |||||||||||||||||||||||||||||
|
Vessel revenue - non-related party
|
18,138 | 26,692 | (5,571 | ) | (G7) | 39,259 | ||||||||||||||||||||||||||
|
Commissions - related party
|
(826 | ) | - | (826 | ) | |||||||||||||||||||||||||||
|
Commissions - non-related party
|
(559 | ) | (844 | ) | 147 | (G7) | (1,256 | ) | ||||||||||||||||||||||||
|
Vessel revenue, net
|
40,821 | 25,848 | (5,424 | ) | 61,245 | |||||||||||||||||||||||||||
|
Expenses:
|
||||||||||||||||||||||||||||||||
|
Direct voyage expenses
|
(535 | ) | (50 | ) | (585 | ) | ||||||||||||||||||||||||||
|
Vessel operating expenses
|
(12,090 | ) | (4,657 | ) | 2,008 | (G7) | (14,739 | ) | ||||||||||||||||||||||||
|
Voyage expenses - related party
|
(449 | ) | - | (449 | ) | |||||||||||||||||||||||||||
|
Management fees - non related party
|
(58 | ) | (360 | ) | (418 | ) | ||||||||||||||||||||||||||
|
Management fees - related party
|
(1,171 | ) | - | (1,171 | ) | |||||||||||||||||||||||||||
|
General and administration expenses
|
(2,622 | ) | (1,415 | ) | 73 | (G7) | (3,964 | ) | ||||||||||||||||||||||||
|
General and administration expenses -related party
|
(348 | ) | - | - | - | - | (348 | ) | ||||||||||||||||||||||||
|
Depreciation
|
(12,917 | ) | (5,409 | ) | 2,510 | (G7) | 253 | (G3) | (16,069 | ) | ||||||||||||||||||||||
|
Amortization of deferred drydocking costs
|
(1,467 | ) | (475 | ) | 158 | (G7) | 317 | (G4) | (1,467 | ) | ||||||||||||||||||||||
|
Operating Income
|
9,164 | 13,482 | (675 | ) | 253 | 317 | 22,035 | |||||||||||||||||||||||||
|
Other expenses:
|
||||||||||||||||||||||||||||||||
|
Interest and finance costs
|
(5,412 | ) | (2,437 | ) | 511 | (G7) | 861 | (G8) | 124 | (G5) | (8,075 | ) | ||||||||||||||||||||
|
Interest income
|
281 | 3 | - | - | - | 284 | ||||||||||||||||||||||||||
|
Loss on interest rate swaps
|
(2,761 | ) | (1,222 | ) | - | - | - | (3,983 | ) | |||||||||||||||||||||||
|
Income tax
|
(31 | ) | - | - | - | - | (31 | ) | ||||||||||||||||||||||||
|
Foreign currency exchange gains (losses), net
|
90 | (13 | ) | - | - | - | 77 | |||||||||||||||||||||||||
|
Net Income
|
1,331 | 9,813 | (164 | ) | 1,114 | 441 | 10,307 | |||||||||||||||||||||||||
|
Less: Net (income) attributable to the NCI
|
(1,279 | ) | - | - | - | 1,279 | (G6) | |||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||
|
Net Income/(loss) attributable to Seanergy
|
52 | 9,813 | (164 | ) | 1,114 | 1,720 | 10,307 | |||||||||||||||||||||||||
|
Net Income per common share
|
||||||||||||||||||||||||||||||||
|
Basic
|
$ | 0.00 | $ | 0.10 | ||||||||||||||||||||||||||||
|
Diluted
|
$ | 0.00 | $ | 0.10 | ||||||||||||||||||||||||||||
|
Weighted average common shares outstanding
|
||||||||||||||||||||||||||||||||
|
Basic
|
60,276,226 | 104,327,792 | ||||||||||||||||||||||||||||||
|
Diluted
|
60,276,226 | 104,327,792 | ||||||||||||||||||||||||||||||
7
Pro Forma Adjustments and Eliminations (in thousands of U.S. dollars, except for share and per share data, unless otherwise stated):
|
(G1)
|
Derived from the consolidated statement of income of Seanergy Maritime Holdings Corp. and subsidiaries for the six months ended June 30, 2010.
|
|
(G2)
|
Derived from the MCS conversion from IFRS to US GAAP of the unaudited consolidated statement of operations for the period ended May 20, 2010.
|
|
(G3)
|
To adjust MCS depreciation expense based on the fair value of the vessels as of the date of acquisition.
|
|
(G4)
|
To eliminate amortization of deferred financing costs due to fair value adjustments.
|
|
(G5)
|
To eliminate amortization of dry-docking costs due to fair value adjustments.
|
|
(G6)
|
To eliminate non controlling interest due to the acquisition of 100% ownership in both BET and MCS.
|
|
(G7)
|
Reflects the operations of the 8 disposed vessels during 2010 and prior to the acquisition.
|
|
(G8)
|
To adjust interest and finance costs for MCS, as if the increased margin was effective from January 1, 2010.
|
|
|
June 30, 2010
|
|||
|
Basic:
|
|
|||
|
Net income
|
$
|
10,307
|
||
|
Weighted average of common shares outstanding — basic
|
104,327,792
|
|||
|
Net income per common share-basic
|
$
|
0.10
|
||
|
Diluted:
|
||||
|
Net income
|
$
|
10,307
|
||
|
Weighted average common shares outstanding
|
104,327,792
|
|||
|
Effect of dilutive common stock equivalents
|
-
|
|||
|
Pro forma weighted average number of common shares outstanding — diluted
|
104,327,792
|
|||
|
Net income per common share-diluted
|
$
|
0.10
|
||
Thus, as of June 30, 2010, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS as mentioned above are:
|
Underwriters purchase options - common shares
|
1,000,000
|
|||
|
Underwriters purchase options - warrants
|
1,000,000
|
|||
|
Private warrants
|
17,155,584
|
|||
|
Public warrants
|
22,968,000
|
|||
|
Total
|
42,123,584
|
8
|
Maritime Capital Shipping Limited
|
|||||||||
|
Unaudited Consolidated Statement of Income
|
|||||||||
|
Conversion From IFRS to US GAAP
|
|||||||||
|
For the year ended December 31, 2009
|
|
As Reported Under
|
Adjustments to Convert IFRS to US GAAP
|
As Presented Under
|
|||||||
|
IFRS
|
Debit
|
Credit
|
US GAAP
|
||||||
|
Revenues from vessels
|
87,427
|
-
|
-
|
87,427
|
|||||
|
Commissions
|
-
|
-
|
-
|
-
|
|||||
|
Cost of services
|
(50,715
|
)
|
-
|
32,358
|
(B1)
|
-
|
|||
|
18,357
|
(B1)
|
||||||||
|
Vessel Revenue, net
|
36,712
|
-
|
50,715
|
87,427
|
|||||
|
Vessel operating expenses
|
-
|
18,357
|
(B1)
|
1,044
|
(B1)
|
(17,313
|
)
|
||
|
Management fees
|
-
|
1,044
|
(B1)
|
-
|
(1,044
|
)
|
|||
|
Administrative expenses
|
(2,622
|
)
|
-
|
98
|
(B1)
|
(2,524
|
)
|
||
|
Depreciation of assets
|
-
|
32,358
|
(B1)
|
4,770
|
(B2)
|
(25,735
|
)
|
||
|
98
|
(B1)
|
1,951
|
(B4)
|
||||||
|
Amortization of deferred drydocking costs
|
-
|
1,951
|
(B4)
|
-
|
(1,951
|
)
|
|||
|
Impairment of assets
|
(258,977
|
)
|
-
|
146,480
|
(B3)
|
(112,497
|
)
|
||
|
Operating Income Loss
|
(224,887
|
)
|
53,808
|
205,058
|
(73,637
|
)
|
|||
|
Finance costs
|
(17,330
|
)
|
-
|
8,356
|
(B1)
|
(8,974
|
)
|
||
|
Finance income
|
53
|
-
|
-
|
53
|
|||||
|
Loss on interest rate swaps
|
-
|
8,356
|
(B1)
|
-
|
(8,356
|
)
|
|||
|
Net Income Loss
|
(242,164
|
)
|
62,164
|
213,414
|
(90,914
|
)
|
|||
|
Income tax expense
|
(359)
|
-
|
-
|
(359
|
)
|
||||
|
Net Income Loss
|
(242,523
|
)
|
62,164
|
213,414
|
(91,273
|
)
|
|||
Adjustments to Convert From IFRS to US GAAP (in thousands of U.S. dollars, unless otherwise noted):
| (B1) | Reclassification to align with presentation of Seanergy's financial statements presentation. |
|
(B2)
|
To adjust depreciation from 7/1 to 12/31/09 based on 30 years useful life in accordance with Seanergy's US GAAP accounting policy, as adopted on July 1, 2009.
|
|
(B3)
|
To reverse the impairment loss recorded under IFRS calculated for the 9 vessels acquired by Seanergy. US GAAP and IFRS utilize different methodologies for calculating impairment loss. Under US GAAP, if the undiscounted cash flows were used, there is no impairment loss for the nine vessels acquired.
|
|
(B4)
|
To reclassify the amortization of dry docking that is considered a component of vessel depreciation under IFRS.
|
9
|
Maritime Capital Shipping Limited
|
||||||||||||||||||
|
Unaudited Consolidated Statement of Income
|
||||||||||||||||||
|
Conversion From IFRS to US GAAP
|
||||||||||||||||||
|
For the period January 1, 2010 to May 20, 2010
|
|
As Reported Under
|
Adjustments to Convert IFRS
to US GAAP |
As Presented Under
|
|||||||
|
IFRS
|
Debit
|
Credit
|
US GAAP
|
||||||
|
Revenues from vessels
|
29,616
|
2,924
|
(B1)
|
-
|
26,692
|
||||
|
Commissions
|
(650
|
)
|
194
|
(B1)
|
-
|
(844
|
)
|
||
|
Vessel Revenue, net
|
28,966
|
3,118
|
-
|
25,848
|
|||||
|
Direct voyage expenses
|
60
|
(B4)
|
10
|
(B1)
|
(50
|
)
|
|||
|
Vessel operating expenses
|
(8,114
|
)
|
11
|
(B2)
|
2,924
|
(B1)
|
(4,657
|
)
|
|
|
10
|
(B1)
|
194
|
(B1)
|
||||||
|
-
|
360
|
(B1)
|
|||||||
|
Management fees
|
-
|
360
|
(B1)
|
-
|
(360
|
)
|
|||
|
Administrative expenses
|
(1,528
|
)
|
-
|
40
|
(B3)
|
(1,415
|
)
|
||
|
60
|
(B4)
|
||||||||
|
13
|
(B1)
|
||||||||
|
Depreciation of assets
|
(5,409
|
)
|
-
|
(5,409
|
)
|
||||
|
Amortization of deferred drydocking costs
|
(475
|
)
|
-
|
-
|
(475
|
)
|
|||
|
Operating Income
|
13,440
|
13,482
|
|||||||
|
Finance costs
|
(3,740
|
)
|
-
|
1,222
|
(B1)
|
(2,437
|
)
|
||
|
-
|
81
|
(B1)
|
|||||||
|
Finance income
|
3
|
-
|
-
|
3
|
|||||
|
Interest rate swap interest
|
-
|
1,222
|
(B1)
|
-
|
(1,222
|
)
|
|||
|
Other finance costs
|
81
|
81
|
(B1)
|
-
|
-
|
||||
|
Foreign currency exchange losses
|
-
|
13
|
(B1)
|
(13
|
)
|
||||
|
Net Income
|
9,784
|
4,875
|
4,904
|
9,813
|
|||||
|
Income tax expense
|
237
|
237
|
(B5)
|
-
|
-
|
||||
|
Net Income
|
9,784
|
5,112
|
4,904
|
9,813
|
|||||
Adjustments to Convert From IFRS to US GAAP (in thousands of U.S. dollars, unless otherwise noted):
|
(B1)
|
Reclassification to align with presentation of Seanergy's financial statements presentation.
|
|
(B2)
|
Represents additional operating expenses.
|
|
(B3)
|
To eliminate administrative expenses.
|
|
(B4)
|
To reclass administrative expenses.
|
|
(B5)
|
To eliminate tax expense related to eight vessels sold.
|
10
Seanergy Maritime Holdings Corp.
Unaudited Pro Forma Consolidated Balance Sheet
June 30, 2010
(In thousands of US Dollars, except for share and per share data, unless otherwise stated)
|
June 30, 2010 (unaudited)
|
Pro Forma
Adjustment(A1)
|
June 30, 2010
(pro forma) |
||||||||||
|
ASSETS
|
||||||||||||
|
Current assets:
|
||||||||||||
|
Cash and cash equivalents
|
70,898 | 70,898 | ||||||||||
|
Restricted cash
|
10,196 | 10,196 | ||||||||||
|
Accounts receivable trade, net
|
875 | 875 | ||||||||||
|
Due from related parties
|
2,045 | 2,045 | ||||||||||
|
Inventories
|
1,429 | 1,429 | ||||||||||
|
Prepaid insurance expenses
|
558 | 558 | ||||||||||
|
Prepaid expenses and other current assets – related parties
|
66 | 66 | ||||||||||
|
Insurance claims
|
467 | 467 | ||||||||||
|
Other current assets
|
714 | 714 | ||||||||||
|
Total current assets
|
87,248 | 87,248 | ||||||||||
|
Fixed assets:
|
||||||||||||
|
Vessels, net
|
613,776 | 613,776 | ||||||||||
|
Office equipment, net
|
39 | 39 | ||||||||||
|
Total fixed assets
|
613,815 | 613,815 | ||||||||||
|
Other assets
|
||||||||||||
|
Goodwill
|
17,275 | 17,275 | ||||||||||
|
Deferred charges
|
9,343 | 9,343 | ||||||||||
|
Other non-current assets
|
180 | 180 | ||||||||||
|
TOTAL ASSETS
|
727,861 | 727,861 | ||||||||||
|
LIABILITIES AND EQUITY
|
||||||||||||
|
Current liabilities:
|
||||||||||||
|
Current portion of long-term debt
|
48,585 | 48,585 | ||||||||||
|
Trade accounts and other payables
|
3,290 | 3,290 | ||||||||||
|
Due to underwriters
|
- | - | ||||||||||
|
Due to shareholders
|
3,000 | 7,000 | 10,000 | |||||||||
|
Accrued expenses
|
3,879 | 3,879 | ||||||||||
|
Accrued interest
|
924 | 924 | ||||||||||
|
Financial instruments
|
6,288 | 6,288 | ||||||||||
|
Deferred revenue – related party
|
886 | 886 | ||||||||||
|
Deferred revenue
|
1,961 | 1,961 | ||||||||||
|
Total current liabilities
|
68,813 | 7,000 | 75,813 | |||||||||
|
Long-term debt, net of current portion
|
372,997 | 372,997 | ||||||||||
|
Financial instruments, net of current portion
|
4,271 | 4,271 | ||||||||||
|
Below market acquired time charters
|
425 | 425 | ||||||||||
|
Total liabilities
|
446,506 | 7,000 | 453,506 | |||||||||
|
Commitments and contingencies
|
- | - | ||||||||||
|
EQUITY
|
||||||||||||
|
Seanergy shareholders' equity
|
||||||||||||
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized;
none issued
|
- | - | ||||||||||
|
Common stock, $0.0001 par value; 200,000,000 authorized shares
as at June 30, 2010;
60,200,170 shares, issued and outstanding as at June 30, 2010
|
6 | 5 | 11 | |||||||||
|
Additional paid-in capital
|
266,434 | 12,834 | 279,268 | |||||||||
|
Accumulated deficit
|
(4,694 | ) | (230) | (4,924 | ) | |||||||
|
Total Seanergy shareholders’ equity
|
261,746 | 12,609 | 274,355 | |||||||||
|
Noncontrolling interest
|
19,609 | (19,609) | - | |||||||||
|
Total equity
|
281,355 | (7,000) | 274,355 | |||||||||
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
727,861 | - | 727,861 | |||||||||
(A1) This adjustment gives retrospective effect to the acquisition of the remaining 50% ownership interest in BET as of May 20, 2010, the first day that Seanergy and Mineral Transport were under common control. As a result, payable to shareholder has increased by $7.0 million, non-controlling interest of $19.6 million has been eliminated, an increase to the additional paid in capital of $12.8 million and an increase in accumulated deficit of $0.2 million (which gives effect to the retrospective application of this transaction to our income statement for the six months ended June 30, 2010).
11