Important Disclosures

Transcription

1 September 2017

2 Important Disclosures This document shall not constitute an offer to sell or the solicitation of any offer to buy an interest in Seanergy Maritime Holdings Corp. (the Company ). This document contains forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the Company s management s expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management s examination of historical operating trends, data contained in the Company s records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company s control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to: 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 drybulk commodities, including drybulk commodities carried by sea, generally or in particular regions; changes in the number of newbuildings under construction in the drybulk shipping industry; changes in the useful lives and the value of the Company s vessels and the related impact on the Company s compliance with loan covenants; the aging of the Company s fleet and increases in operating costs; the Company s ability to achieve successful utilization of its expanded fleet; changes in the Company s ability to complete acquisitions or dispositions; risks related to the Company s business strategy, areas of possible expansion or expected capital spending or operating expenses; changes to the Company s financial condition and liquidity, including its ability to pay amounts that it owes and obtain additional financing to fund capital expenditures, acquisitions and other general corporate activities; changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in the Company s fleet; changes in the Company s ability to leverage the relationships and reputation in the drybulk shipping industry of its managers; changes in the Company s relationships with its contract counterparties, including the failure of any of its contract counterparties to comply with their agreements with the Company; loss of our customers, charters or vessels; damage to the Company s vessels; potential liability from future litigation and incidents involving the Company s vessels; the Company s future operating or financial results; the Company s ability to continue as a going concern; acts of terrorism and other hostilities; changes in global and regional economic and political conditions; risks associated with operations outside the United States; changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the drybulk shipping industry; and other factors listed from time to time in the Company's filings with the SEC, including its most recent annual report on Form 20-F. These factors could cause actual results or developments to differ materially from those expressed in any of the forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated in this document will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Given these uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. Except to the extent required by law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. While all the information in this document is believed to be accurate, the Company makes no warranty, express or implied as to the completeness or accuracy of such information, nor can it accept responsibility for errors appearing in the document. Certain information contained herein has been provided by third parties and has not been independently verified, and the Company does not represent or endorse the accuracy or reliability of any such information. This document is subject to revision and amendment without notice and without obligation to notify any recipient of any such amendment. Past performance should not be construed as an indicator of future results. No representation is being made that a portfolio managed by the Company in accordance with the parameters in this document will achieve profits or losses similar to those set forth herein. There can be no assurances that an investor will have returns on invested capital similar to the returns presented or projected herein. Investing in the maritime sector involves a substantial degree of risk, and nothing herein is intended to imply that any investment may be considered conservative, safe, risk free or risk averse. There is no guarantee that the Company s investment and risk-management processes will be successful, that the Company will achieve its objectives or that the Company will avoid losses. Any historical information shown herein is for informational and comparison purposes only, and there is no implication or guarantee that an investment in the Company or any investment made by the Company will actually realize return profiles similar to the returns suggested, implied or anticipated

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4 Highlights Modern, high quality fleet concentrating on Capesize vessels Experienced management team and committed company sponsor Strong relationships with leading dry bulk charterers Low Capesize acquisition costs and competitive cost structure Solid corporate governance - no related party transactions in ship management or ship operations Access to public capital markets through NASDAQ listing Drybulk market fundamentals favor Capesize vessels over the next 5 years Seanergy is a strong value play in the dry bulk Capesize sector, well positioned to capture significant upside potential 4

5 Seanergy Maritime Holdings Corp. Owner and operator of dry bulk vessels, specializing in the Capesize sector Offices in Athens and Hong Kong with a shore based staff of experienced shipping professionals Modern fleet of 11 dry bulk vessels 9 Capesize 2 Supramax Combined capacity of 1.7 million dwt Average age of 8.4 years Common shares trade on the Nasdaq Capital Market under the symbol SHIP NASDAQ Ticker: Share Price: 1 $1.23 Shares Outstanding: ~37.0 million Float Shares (Ownership): ~19.6 million (~53%) Daily 3-m Average Volume: ~485,000 shares Total Capitalization: 2 ~$247.2 million Market Capitalization: ~$45.5 million Sponsor s Ownership: 3 ~69% 1 As of September 11, As adjusted (post effective amendments to the Registration Statement filed on May 5, 2017) 3 Fully-diluted basis 5

6 Fleet Profile Vessel Name Vessel Class Year Built Capacity (dwt) Yard Partnership Capesize ,213 Hyundai Championship Capesize ,238 Sungdong Knightship Capesize ,978 Hyundai Lordship Capesize ,838 Hyundai Geniuship Capesize ,057 Sungdong Premiership Capesize ,024 Sungdong Squireship Capesize ,018 Sungdong Gloriuship Capesize ,314 Hyundai Leadership Capesize ,199 Koyo - Imabari Guardianship Supramax ,884 CSC Jinling Shipyard Gladiatorship Supramax ,819 CSC Jinling Shipyard 11 vessels - 1,682,582 dwt - average age 8.4 years 6

7 Company History Original Operations 2015 Re-launch & Rapid Growth 2016 Expansion 2017 Potential for Continued Growth Owner and operator of dry bulk vessels Overhauled balance sheet through a financial restructuring completed in 2014 Eliminated more than $345m of liabilities Emerged with zero liabilities, retaining NASDAQ listing March 2015, took delivery of a Japanese built Capesize vessel August 2015, acquired en-bloc 5 Capesize vessels and 2 Supramax vessels, all delivered by December 2015 March - December 2015, raised $179m in secured debt Grew from 0 to 1.1 million dwt in 9 months August - December 2016, raised $25.5m in equity through 2 registered direct offerings and 1 marketed public offering November - December 2016, raised $37.9m in secured debt November - December 2016, took delivery of 2 Korean built Capesize vessels acquired at historically low costs Further strengthening of balance sheet by accessing capital markets May 2017, took delivery of a Korean built Capesize vessel Securing new loan facilities Exploring additional acquisition opportunities Ship acquisitions between 2015 and 2017 totaling $275 million Sponsor contributions since 2015 in excess of $60 million 7

8 Experienced CEO, Board of Directors and Sponsor Stamatis Tsantanis Chairman & CEO Directors Restis - Breibart Family Sponsor 19+ years successful track record in shipping and finance Extensive experience with shipping transactions on NYSE and Nasdaq Raised more than $2.3 billion in equity and secured and unsecured debt on major capital markets Significant experience in building successful ship technical management platforms Proven track record in building and developing notable shipping companies (public and private) Five board members, 4 of whom are non-executive directors and 3 of whom are independent Aggregate 100+ years of relevant shipping experience Significant experience in ship owning, operations and management, shipping related banking, financial consulting and auditing as well as dry bulk commodities and freight trading Claudia Restis served as a director and officer of numerous companies engaged in shipping, finance and property development as well as on the board of several charities Claudia is the founder of the Macias Restis Foundation, established in memory of her late father and family shipping group founder, Stamatis (Macias) Restis Evan Breibart has over 26 years of experience in shipping M&A, finance, commercial and corporate law as well as private investing. Served as a director and officer of numerous shipping companies and a major dry bulk freight trading group Evan is a qualified English solicitor and a US attorney. Practiced law with leading London based shipping and finance firms and served as general counsel of the Restis family shipping group until early 2012 Our sponsor invests in dry bulk shipping exclusively through Seanergy 8

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10 Strong Relationships with Major Charterers Our diverse customer base includes the world s largest miners, trading companies and cargo operators A high quality fleet and lower break-even levels provide chartering competitiveness and flexibility Seanergy enjoys market recognition as a quality and reliable operator 10

11 Low Operating & Acquisition Costs *Daily OPEX includes management fees Source: Seanergy accounts, Moore Stephens OpCost 2015 report, Clarksons Timeseries 11

12 High Quality Operator with Solid Corporate Governance Top quality operations and technical management Our experienced in-house team closely monitors all key aspects of operations and the technical supervision of our fleet Vessel operations, drydocks, major purchasing, insurance, claims handling and third party technical management supervision functions are performed in-house by highly qualified professionals We have invested in advanced technology to monitor in real time fleet performance No related-party transactions in ship management V. Ships Cyprus, an unrelated third party, undertakes the day-to-day technical management of our vessels Fidelity Marine, an unrelated third party, undertakes the commercial management of our fleet and is exclusive to Seanergy for the Capesize fleet No related-party transactions associated with ship management or ship operations Established internal control policies and procedures overseen by an experienced internal auditor Enhanced transparency through SEC and NASDAQ mandated financial reporting and disclosures 12

13 Advantageous Financing Arrangements Bank Facility Vessels 2 facilities Leadership & Squireship 1 facility Partnership 1 facility Geniuship & Gloriuship 1 facility Championship 1 facility Premiership, Gladiatorship & Guardianship 1 facility Lordship, Knightship Jelco Delta* 2 facilities Lordship, Knightship & Partnership 9 bilateral secured loan facilities, total debt of $243m Financing Arrangements Minimal principal payments for 2017 Lower break even rate as compared to Seanergy peers Covenant deferrals & waivers on all facilities until Q * An entity affiliated with our principal shareholder 13

14 Access to Capital Markets Seanergy Maritime Holdings Corp. $4.9 Million Registered Direct Offering August 2016 Seanergy Maritime Holdings Corp. $3.6 Million Registered Direct Offering November 2016 Seanergy Maritime Holdings Corp. $17 Million Marketed Public Offering December 2016 Seanergy Maritime Holdings Corp. $2.9 Million ATM Offering Feb-Apr

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16 Dry Bulk Industry Supply & Demand Supply Dynamics Fleet growth has declined every year since fleet growth of 2% was the lowest fleet growth level of the last 15 years Fleet growth expected at 2.2% in 2017 and 3.4% in 2018 Demand Dynamics Robust demand growth since 2010 Trade growth expected at 4.0% in 2017 Total dry bulk ton miles expected to increase 3.7% in full year 2017 with the strong trend likely to continue 2018 Source: Clarksons Timeseries 16

17 Capesize Supply / Demand Fundamentals Asset prices and charter rates have recovered from historical low levels but remain far below historical average levels Robust trade volumes are expected to continue through 2020 with a higher ton-mile effect The Capesize orderbook is at a historical low of approximately 6% of the fleet after adjusting for Valemax orders aimed at replacing existing vintage Vale VLOC Growth in iron ore ton mile demand from 2017 onwards is expected to exceed 5%, outpacing supply growth The reversal of a tonnage oversupply into a shortage is expected to lead to a sharp rise in charter rates and to a significant increase in Capesize values Source: Seanergy analysis, Clarksons Timeseries 17

18 Capesize Sector - Compelling Investment Opportunity Significant upside potential Capesize Historical Daily Earnings (in $) 5-yr old Cape price (in $ million) 10-yr old Cape price (in $ million) 20-yr average 33, yr (excl ) 24, Sept , Source: Clarksons Timeseries The Capesize sector is recovering from its all time lows, presenting a compelling opportunity to profit from a medium-term rebound in freight rates and asset values 5yr old Capesize vessel price (~$33 million) - 15% below 20yr historical average price 1 Daily Capesize earnings (~$18,000) - 26% below 20yr historical average daily rate 1 Superior medium-term returns achieved through vessel acquisitions at historically low prices, cost efficient operations and improved charter rates 1 Excluding the supercycle 18

19 Illustrative Investment Appraisal of a Modern Capesize Vessel * Sample Investment of a 6-7 yrs old Capesize Vessel Assumptions Acquisition cost $29,750,000 Leverage 55% $16,362,500 Equity $13,387,500 Revenue Days 350 Opex Days 365 Interest cost 5.00% Disposal Value (on yr. 5) $25,000,000 Year 1 Year 2 Year 3 Year 4 Year 5 TCE per day $15,000 $17,500 $25,000 $25,000 $25,000 TCE Revenues $5,250,000 $6,125,000 $8,750,000 $8,750,000 $8,750,000 Opex and G&As $2,153,500 $2,190,000 $2,227,230 $2,265,205 $2,303,939 EBITDA $3,096,500 $3,935,000 $6,522,770 $6,484,795 $6,446,061 Debt service $2,413,469 $2,331,656 $2,249,844 $2,168,031 $1,881,688 FCF $683,031 $1,603,344 $4,272,926 $4,316,764 $4,564,374 Total FCF (incl. loan balloon & disp. value) -$13,387,500 $683,031 $1,603,344 $4,272,927 $4,316,764 $21,383,124 Cash ROE 5.1% 12.0% 31.9% 32.2% 159.7% IRR 23% Average cash ROE (undisc.) 28% Disposal Value IRR Sensitivity TCE per day yr % $15,000 $20,000 $25,000 $30,000 $30,000,000 16% 22% 27% 31% $25,000,000 11% 18% 23% 28% $20,000,000 5% 12% 19% 24% $15,000,000-3% 6% 14% 20% Cumulative Cash Sensitivity TCE per day yr 3-5 Disposal Value $32,259,190 $15,000 $20,000 $25,000 $30,000 $30,000,000 $26,759,189 $32,009,190 $37,259,190 $42,509,190 $25,000,000 $21,759,189 $27,009,190 $32,259,190 $37,509,190 $20,000,000 $16,759,189 $22,009,190 $27,259,190 $32,509,190 $15,000,000 $11,759,189 $17,009,190 $22,259,190 $27,509,190 * The foregoing is presented for illustrative purposes only and is not a statement or promise of future results of Seanergy. The TCE rate assumptions are based on the Company s estimates. 19

20 The Seanergy Advantage Differentiating Factors Capesize sector focus, which presents the best dry bulk fundamentals Low Capesize cost base no expensive legacy acquisitions Lower break-even rates delivering significant cash flows Committed sponsor with strong shipping heritage and expertise Solid corporate governance with no related-party transactions in ship management Strategic Objectives Commitment to Capesize fleet expansion at low acquisition costs Further enhance capital structure by potentially de-leveraging balance sheet Balanced chartering strategy with increased period employment Access to capital markets on an accretive basis Well positioned to deliver potentially superior shareholder returns 20

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23 Significant Potential for Asset Value Appreciation 2.00x 1.75x 1.50x 1.25x 1.00x 0.75x 0.50x Mar-1990 Dec-1990 Sep-1991 Jun-1992 Mar-1993 Dec-1993 Sep-1994 Jun-1995 Mar-1996 Dec-1996 Sep-1997 Jun-1998 Mar-1999 Dec-1999 Sep-2000 Jun-2001 The multiple of Capesize newbuilding prices to 5 year old Capesize values is today near historically high levels, illustrating the upside potential Source: Clarksons Shipping Intelligence Network Timeseries, Seanergy analysis Mar-2002 Dec-2002 Sep-2003 Jun-2004 Mar-2005 Dec-2005 Multiple NB vs 5yr Cape Sep-2006 Jun-2007 Mar-2008 Dec-2008 Sep-2009 Jun-2010 Mar-2011 Dec-2011 Sep-2012 Jun-2013 Mar-2014 Dec-2014 Sep-2015 Jun-2016 Mar

24 Limited Risk for Asset Value Depreciation 13.50x 12.50x 11.50x 10.50x 9.50x 8.50x 7.50x 6.50x 5.50x 4.50x 3.50x 2.50x 1.50x Dec-1993 Sep-1994 Jun-1995 Mar-1996 Dec-1996 Sep-1997 Jun-1998 Mar-1999 Dec-1999 Sep-2000 Jun-2001 Mar-2002 Dec-2002 Sep-2003 Jun-2004 Mar-2005 Dec-2005 Sep-2006 Jun-2007 Mar-2008 Dec-2008 Sep-2009 Jun-2010 Mar-2011 Dec-2011 Sep-2012 Jun-2013 Mar-2014 Dec-2014 Sep-2015 Jun-2016 Mar-2017 The multiple of 10 year old Capesize values to Capesize scrap values is today near historically low levels, demonstrating the limited room for further value depreciation Source: Clarksons Shipping Intelligence Network Timeseries, Seanergy analysis Multiple 10yr vs scrap value 24

25 Corporate Structure 25

26 Organizational Chart 26

27 Seasoned Executives in Strategic Positions Aristeidis Lagos Operations Manager Stelios Psillakis Technical Manager Christos Sigalas Financial Manager Master Mariner with 23 years of seafaring and onshore experience Extensive experience in management, safety, marine, operations and quality assurance Proven track record from senior management positions in various business divisions 15+ years in engineering positions Seagoing experience in various types of vessels as chief engineer 10 years of on-shore experience in major shipping companies as a superintendent engineer, shipbuilding project site manager and fleet technical manager 15+ years experience in finance and accounting, holds a doctorate degree 10+ years of corporate finance experience, of which 9 years in shipping industry 14 years of academic experience in the fields of strategic and financial management Extensive experience in asset-backed lending, debt restructuring and business valuation Theodora Mitropetrou General Counsel 15+ years of shipping law experience 10+ years of in-house experience with US-listed shipping companies Practiced with respected shipping law firms advising owners and lenders Experience in corporate, commercial, shipping and finance law 27

28 Third-party Ship Management (Cyprus) Technical Manager Role: Description: Fee: Daily technical management of vessels Established in 1991, VShips Group provides full technical management services to a fleet of over 1,100 vessels Holds Marine, Safety & Quality certificates awarded by United States Coast Guard and other governmental & non-governmental agencies Holds both ISO 9001 & ISO certificates $8,000 per vessel per month Commercial Broker Role: Description: Fee: Fleet broker exclusive to Seanergy Provides brokerage services for all Seanergy vessels Longstanding relationships with the major international charterers Founded and managed by Nikos Franzeskakis: 28+ years of relevant experience in dry bulk shipping Co-founded a leading public dry bulk shipping company 0.5% of gross vessel freight 28

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