Third Quarter 2014 Highlights:

Indebtedness of $NIL
Total shareholder’s equity of $2.80 million
Equity contribution of $0.96 million in September of 2014 by certain of our major shareholders
Subsequent Corporate Developments:

Agreement to acquire a 2001 built Capesize vessel from an unaffiliated third party
Arrangement to fund part of Capesize acquisition price by one of the Company’s major shareholders
Equity contribution of $1.11 million in December of 2014 by one of the Company’s major shareholders
Deferral of the previously announced deal of four Capesize vessels
Management Discussion:

Stamatis Tsantanis, the Company’s Chairman & Chief Executive Officer, stated:
“Since the successful completion of the Company’s financial restructuring in March 2014, we have worked towards rebuilding the Company’s fleet so we can initiate the positive cash-flow generation that will deliver value to our shareholders.

“Regarding our immediate expansion plans we have been cautiously monitoring the deterioration of the asset values for the last six months, where certain dry bulk asset values suffered value reduction of more than 20\%, bottoming close to historical lows. Taking advantage of these market trends, we decided to proceed with a secondhand vessel acquisition and we are pleased to announce that we entered into an agreement with an unaffiliated third party for the acquisition of a Capesize vessel.

“The vessel was built in 2001 at a renowned Japanese shipyard and is expected to be delivered to the Company between mid of the first quarter and early of the second quarter of 2015. The gross purchase price of the vessel, which is $17.3 million, will be funded by secured senior bank debt as well as financing by one of the Company’s major shareholders.

“In respect of the announced acquisition of four Capesize vessels, due to the significant deterioration of the dry bulk freight market conditions, it was deemed that it would be to the best interests of our shareholders to reevaluate certain terms of the initial agreement of April 2014. We have now agreed with the sellers of the four Capesize vessels to defer the transaction to a later time in 2015. Continued discussions could lead to changes in the transaction, subject to certain conditions and sellers’ third party required consents.

“At the same time, certain of our major shareholders have showed their continued commitment to Seanergy’s prospects and plans and made a cash contribution of $0.96 million in exchange for new shares in order to support the Company’s equity for the period ended September 30, 2014. In addition, one of our major shareholders contributed another $1.11 million on December 30, 2014 which will allow us to execute on our business plan.

“Turning to the financial results, in the nine months ended September 30, 2014, Seanergy reported net income of $81.6 million, which includes a non-cash restructuring gain that took place in the first quarter of the year. The Company ended the third quarter of 2014 with approximately $2.8 million in shareholders’ equity, zero debt and $2.9 million in cash and cash equivalents.

“Given that a large portion of the overall returns in shipping relate to the timing and price of asset acquisitions, we believe that Seanergy represents today a unique platform and opportunity for growth in the dry bulk space. With a clean balance sheet and no contingencies of any sort, we are rebuilding our fleet acquiring vessels close to their historic lows.”

Third Quarter 2014 Developments:

2014 Annual General Meeting
The annual general meeting of shareholders was held on Tuesday, September 16, 2014 at the Company’s executive offices. At the meeting the following proposals were approved and adopted: 1) the election of Ms. Christina Anagnostara, as Class B Director to serve until the 2017 Annual Meeting of Shareholders, 2) the appointment of Ernst & Young (Hellas) Certified Auditors Accountants S.A. as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2014, and 3) the approval of a reverse stock split of the Company’s issued and outstanding common stock by a ratio of not less than one-for-two and not more than one-for-fifteen with the exact ratio to be set at a whole number within this range to be determined by the Company’s Board of Directors in its discretion and the approval of the related amendment to the Company’s Amended and Restated Articles of Incorporation. Following the approval the Board of Directors has the authority to effect the stock split at any time at any of the approved split ratios within the range.

Equity Contribution by Major Shareholders
On September 30, 2014, certain of the Company’s existing major shareholders contributed the amount of $0.96 million in exchange for 1,600,000 common shares. The purchasers also received customary registration rights in respect of the shares issued in the transaction. The transaction was approved by an independent committee of the Company’s Board of Directors, which obtained a fairness opinion from an independent financial firm for this transaction.

Subsequent Developments:

Strategic Agreement for the Contribution of Four Capesize Vessels
The closing of the previously announced agreement for the contribution of four Capesize vessels to Seanergy has been extended to June 30, 2015. Continued discussions could lead to changes in the transaction which remains subject to certain conditions and sellers’ third party consents.

Funding Arrangement by One of the Company’s Major Shareholders
On December 17, 2014 a company affiliated with one of the Company’s major shareholders entered into a letter of intent with the Company to provide financing in an aggregate amount of up to $8.5 million to the Company for the purpose of partly funding the acquisition of a second hand Capesize vessel and general corporate purposes. This transaction has been also approved by an independent committee of the Company’s Board of Directors, which obtained a fairness opinion from an independent financial firm. This transaction is subject to final documentation expected to be entered into by the affiliated entity and the Company by January 31, 2015.

Acquisition of a 2001 built Capesize vessel
On December 23, 2014 the Company entered into an agreement for the purchase of a second hand Capesize vessel for a gross purchase price of $17.3 million. The acquisition will be funded by secured senior bank debt, as well as financing by one of the Company’s major shareholders. The transaction has been approved by the Board of Directors and the delivery of the vessel is subject to standard closing documentation and is expected to take place between mid-February 2015 and mid-April 2015.
Source: Seanergy Maritime Holdings Corp.