SEANERGY MARITIME HOLDINGS CORP.
(Registrant)
|
|
Dated: August 10, 2018
|
|
/s/ Stamatios Tsantanis
Chief Executive Officer
|
· |
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 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 the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet;
|
· |
changes in our ability to leverage the relationships and reputation in the drybulk shipping industry of our third-party managers, V.Ships Limited, our technical manager, and Fidelity Marine Inc., our commercial manager;
|
· |
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;
|
· |
our ability to continue as a going concern;
|
· |
acts of terrorism and other hostilities;
|
· |
changes in global and regional economic and political conditions;
|
· |
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 registration statements, reports or other materials that we have filed with or furnished to the U.S. Securities and Exchange Commission, including our most recent annual report on Form 20-F.
|
· |
number of vessels owned and operated;
|
· |
voyage charter rates;
|
· |
time charter trip rates;
|
· |
period time charter rates;
|
· |
the nature and duration of our voyage and time charters;
|
· |
vessels repositioning;
|
· |
vessel operating expenses and 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.
|
Six months ended June 30,
|
Change
|
||||||||||||||
2018
|
2017
|
Amount
|
%
|
||||||||||||
Revenues:
|
|||||||||||||||
Vessel revenue, net
|
38,142
|
31,694
|
6,448
|
20
|
%
|
||||||||||
Expenses:
|
|||||||||||||||
Voyage expenses
|
(17,732
|
)
|
(16,629
|
)
|
(1,103
|
)
|
7
|
%
|
|||||||
Vessel operating expenses
|
(10,310
|
)
|
(8,796
|
)
|
(1,514
|
)
|
17
|
%
|
|||||||
Management fees
|
(528
|
)
|
(488
|
)
|
(40
|
)
|
8
|
%
|
|||||||
General and administrative expenses
|
(3,003
|
)
|
(2,269
|
)
|
(734
|
)
|
32
|
%
|
|||||||
Depreciation and amortization
|
(5,900
|
)
|
(5,382
|
)
|
(518
|
)
|
10
|
%
|
|||||||
Operating income/ (loss)
|
669
|
(1,870
|
)
|
2,539
|
136
|
%
|
|||||||||
Other expenses:
|
|||||||||||||||
Interest and finance costs
|
(12,929
|
)
|
(7,701
|
)
|
(5,228
|
)
|
68
|
%
|
|||||||
Other, net
|
(60
|
)
|
(19
|
)
|
(41
|
)
|
216
|
%
|
|||||||
Total other expenses, net:
|
(12,989
|
)
|
(7,720
|
)
|
(5,269
|
)
|
68
|
%
|
|||||||
Net loss before income taxes
|
(12,320
|
)
|
(9,590
|
)
|
(2,730
|
)
|
28
|
%
|
|||||||
Income taxes
|
11
|
-
|
11
|
-
|
|||||||||||
Net loss
|
(12,309
|
)
|
(9,590
|
)
|
(2,719
|
)
|
28
|
%
|
|||||||
Net loss per common share, basic
|
(0.33
|
)
|
(0.27
|
)
|
|||||||||||
Weighted average number of common shares outstanding, basic
|
36,949,832
|
35,217,339
|
|||||||||||||
Six months ended June 30,
|
||||||||
Fleet Data:
|
2018
|
2017
|
||||||
Ownership days
|
1,991
|
1,840
|
||||||
Available days(1)
|
1,991
|
1,827
|
||||||
Operating days(2)
|
1,987
|
1,825
|
||||||
Fleet utilization
|
99.8
|
%
|
99.2
|
%
|
||||
Average Daily Results:
|
||||||||
TCE rate(3)
|
$
|
10,272
|
$
|
8,255
|
||||
Daily Vessel Operating Expenses(4)
|
$
|
5,178
|
$
|
4,605
|
(1) |
During the six months ended June 30, 2018, we incurred zero off-hire days for vessel surveys. During the six months ended June 30, 2017, we incurred 13 off-hire days for one vessel survey.
|
(2) |
During the six months ended June 30, 2018, we incurred 4 off-hires days due to other unforeseen circumstances. During the six months ended June 30, 2017, we incurred 2 off-hires days due to other unforeseen circumstances.
|
(3) |
We include TCE rate, a non-GAAP measure, as we believe it provides additional meaningful information in conjunction with net revenues from vessels, the most directly comparable U.S. 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.
|
Six months ended June 30,
|
||||||||
2018
|
2017
|
|||||||
(In thousands of US Dollars, except operating days and TCE rate)
|
||||||||
Net revenues from vessels
|
$
|
38,142
|
$
|
31,694
|
||||
Voyage expenses
|
(17,732
|
)
|
(16,629
|
)
|
||||
Net operating revenues
|
$
|
20,410
|
$
|
15,065
|
||||
Operating days
|
1,987
|
1,825
|
||||||
Daily time charter equivalent rate
|
$
|
10,272
|
$
|
8,255
|
(4) |
Vessel operating expenses include crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Daily Vessel Operating Expenses are calculated by dividing vessel operating expenses by ownership days for the relevant time periods. The following table reconciles the Company's vessel operating expenses to the daily vessel operating expenses.
|
Six months ended June 30,
|
||||||||
2018
|
2017
|
|||||||
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)
|
||||||||
Vessel operating expenses
|
$
|
10,310
|
$
|
8,796
|
||||
Less: Pre-delivery expenses
|
-
|
322
|
||||||
Vessel operating expenses before pre-delivery expenses
|
10,310
|
8,474
|
||||||
Ownership days
|
1,991
|
1,840
|
||||||
Daily Vessel Operating Expenses
|
$
|
5,178
|
$
|
4,605
|
Six months ended
June 30,
|
||||||||
2018
|
2017
|
|||||||
EBITDA reconciliation:
|
||||||||
Net loss
|
(12,309
|
)
|
(9,590
|
)
|
||||
Add: Net interest expense
|
12,929
|
7,693
|
||||||
Add: Depreciation and amortization
|
5,900
|
5,382
|
||||||
Add: Taxes
|
(11
|
)
|
-
|
|||||
EBITDA(1)
|
6,509
|
3,485
|
(1) |
Earnings before interest, taxes, depreciation and amortization ("EBITDA") represents the sum of net income/(loss), interest and finance costs, interest income, depreciation and amortization and, if any, income taxes during a period. EBITDA is not a recognized measurement under U.S. GAAP. EBITDA is presented as we believe that this measure is useful to investors as a widely-used means of evaluating operating profitability. EBITDA as presented here may not be comparable to similarly-titled measures presented by other companies. This non-GAAP measure should not be considered in isolation from, as a substitute for, or superior to, financial measures prepared in accordance with U.S. GAAP.
|
Six months ended June 30,
|
||||||||
2018
|
2017
|
|||||||
Cash Flow Data:
|
||||||||
Net cash used in operating activities
|
(1,579
|
)
|
(4,747
|
)
|
||||
Net cash used in investing activities
|
(617
|
)
|
(32,729
|
)
|
||||
Net cash provided by financing activities
|
4,155
|
30,765
|
Contractual Obligations
|
Total
|
less than 1 year
|
1-3 years
|
3-5 years
|
more than 5 years
|
|||||||||||||||
Long-term debt, debt to related party and other financial liabilities
|
$
|
219,859
|
$
|
30,706
|
$
|
106,516
|
$
|
71,872
|
$
|
10,765
|
||||||||||
Convertible promissory notes
|
38,715
|
200
|
27,515
|
11,000
|
-
|
|||||||||||||||
Interest expense - long term debt, debt to related party and other financial liabilities
|
45,742
|
15,144
|
21,212
|
7,679
|
1,707
|
|||||||||||||||
Interest expense - convertible promissory notes
|
6,957
|
2,889
|
3,852
|
216
|
-
|
|||||||||||||||
Office rent obligations
|
746
|
38
|
370
|
338
|
-
|
|||||||||||||||
Total
|
$
|
312,019
|
$
|
48,977
|
$
|
159,465
|
$
|
91,105
|
$
|
12,472
|
Page
|
||
Consolidated Balance Sheets as of June 30, 2018 (unaudited) and December 31, 2017
|
F-2
|
|
Unaudited Interim Consolidated Statements of Loss for the six-month periods ended June 30, 2018 and 2017
|
F-3
|
|
Unaudited Interim Consolidated Statements of Stockholders' Equity for the six-month periods ended June 30, 2018 and 2017
|
F-4
|
|
Unaudited Interim Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2018 and 2017
|
F-5
|
|
Notes to Unaudited Interim Consolidated Financial Statements
|
F-6
|
Notes
|
2018
|
2017
|
||||||||||
ASSETS
|
||||||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
4
|
12,218
|
8,889
|
|||||||||
Restricted cash
|
4, 7
|
50
|
1,550
|
|||||||||
Accounts receivable trade, net
|
2
|
2,037
|
3,626
|
|||||||||
Inventories
|
5
|
6,744
|
4,797
|
|||||||||
Prepaid expenses and other current assets
|
1,041
|
636
|
||||||||||
Deferred voyage expenses
|
2
|
161
|
-
|
|||||||||
Total current assets
|
22,251
|
19,498
|
||||||||||
Fixed assets:
|
||||||||||||
Vessels, net
|
6
|
249,344
|
254,730
|
|||||||||
Other fixed assets, net
|
554
|
-
|
||||||||||
Right of use asset - leases
|
9
|
626
|
-
|
|||||||||
Total fixed assets
|
250,524
|
254,730
|
||||||||||
Other non-current assets:
|
||||||||||||
Deposits assets, non-current
|
7
|
1,325
|
-
|
|||||||||
Deferred charges, non-current
|
432
|
846
|
||||||||||
Restricted cash, non-current
|
4, 7
|
730
|
600
|
|||||||||
Other non-current assets
|
30
|
31
|
||||||||||
TOTAL ASSETS
|
275,292
|
275,705
|
||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY
|
||||||||||||
Current liabilities:
|
||||||||||||
Current portion of long-term debt and other financial liabilities, net of deferred finance costs
|
7
|
21,779
|
19,216
|
|||||||||
Current portion of convertible promissory notes
|
3
|
200
|
-
|
|||||||||
Trade accounts and other payables
|
10,198
|
8,778
|
||||||||||
Due to related parties
|
3
|
7,896
|
-
|
|||||||||
Accrued liabilities
|
3,955
|
4,725
|
||||||||||
Lease liability
|
2
|
36
|
-
|
|||||||||
Deferred revenue
|
2
|
4,641
|
1,741
|
|||||||||
Total current liabilities
|
48,705
|
34,460
|
||||||||||
Non-current liabilities:
|
||||||||||||
Long-term debt and other financial liabilities, net of current portion and deferred finance costs
|
7
|
177,244
|
175,805
|
|||||||||
Due to related parties, non-current
|
3
|
11,450
|
17,342
|
|||||||||
Long-term portion of convertible promissory notes
|
3
|
8,669
|
6,785
|
|||||||||
Lease liability, non-current
|
2
|
590
|
-
|
|||||||||
Total liabilities
|
246,658
|
234,392
|
||||||||||
Commitments and contingencies
|
9
|
-
|
-
|
|||||||||
STOCKHOLDERS EQUITY
|
||||||||||||
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; none issued
|
-
|
-
|
||||||||||
Common stock, $0.0001 par value; 500,000,000 authorized shares as at June 30, 2018 and December 31, 2017; 38,219,014 and 36,979,346 shares issued and outstanding as at June 30, 2018 and December 31, 2017, respectively
|
10
|
3
|
3
|
|||||||||
Additional paid-in capital
|
3
|
383,938
|
383,007
|
|||||||||
Accumulated deficit
|
2
|
(355,307
|
)
|
(341,697
|
)
|
|||||||
Total Stockholders' equity
|
28,634
|
41,313
|
||||||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
275,292
|
275,705
|
Notes
|
2018
|
2017
|
||||||||||
Revenues:
|
||||||||||||
Vessel revenue
|
2
|
39,533
|
32,947
|
|||||||||
Commissions
|
2
|
(1,391
|
)
|
(1,253
|
)
|
|||||||
Vessel revenue, net
|
38,142
|
31,694
|
||||||||||
Expenses:
|
||||||||||||
Voyage expenses
|
2
|
(17,732
|
)
|
(16,629
|
)
|
|||||||
Vessel operating expenses
|
(10,310
|
)
|
(8,796
|
)
|
||||||||
Management fees
|
(528
|
)
|
(488
|
)
|
||||||||
General and administration expenses
|
(3,003
|
)
|
(2,269
|
)
|
||||||||
Amortization of deferred dry-docking costs
|
(401
|
)
|
(430
|
)
|
||||||||
Depreciation
|
(5,499
|
)
|
(4,952
|
)
|
||||||||
Operating income/ (loss)
|
669
|
(1,870
|
)
|
|||||||||
Other income / (expenses), net:
|
||||||||||||
Interest and finance costs
|
11
|
(8,688
|
)
|
(5,801
|
)
|
|||||||
Interest and finance costs - related party
|
3 & 11
|
(4,241
|
)
|
(1,900
|
)
|
|||||||
Interest and other income
|
-
|
8
|
||||||||||
Foreign currency exchange losses, net
|
(60
|
)
|
(27
|
)
|
||||||||
Total other expenses, net
|
(12,989
|
)
|
(7,720
|
)
|
||||||||
Net loss before income taxes
|
(12,320
|
)
|
(9,590
|
)
|
||||||||
Income taxes
|
11
|
-
|
||||||||||
Net loss
|
(12,309
|
)
|
(9,590
|
)
|
||||||||
Net loss per common share
|
||||||||||||
Basic
|
12
|
(0.33
|
)
|
(0.27
|
)
|
|||||||
Weighted average common shares outstanding
|
||||||||||||
Basic
|
12
|
36,949,832
|
35,217,339
|
|||||||||
Common stock
|
||||||||||||||||||||
# of Shares
|
Par Value
|
Additional
paid-in capital
|
Accumulated
deficit
|
Total stockholders'
equity
|
||||||||||||||||
Balance, January 1, 2017
|
34,072,210
|
3
|
369,291
|
(338,462
|
)
|
30,832
|
||||||||||||||
Issuance of common stock (Note 10)
|
2,907,136
|
-
|
2,597
|
-
|
2,597
|
|||||||||||||||
Stock based compensation (Note 13)
|
-
|
-
|
480
|
-
|
480
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(9,590
|
)
|
(9,590
|
)
|
|||||||||||||
Balance, June 30, 2017
|
36,979,346
|
3
|
372,368
|
(348,052
|
)
|
24,319
|
||||||||||||||
Common stock
|
||||||||||||||||||||
# of Shares
|
Par Value
|
Additional
paid-in capital
|
Accumulated
deficit
|
Total stockholders'
equity
|
||||||||||||||||
Balance, January 1, 2018
|
36,979,346
|
3
|
383,007
|
(341,697
|
)
|
41,313
|
||||||||||||||
Adoption of revenue recognition accounting policy adjustment (Note 2)
|
-
|
-
|
-
|
(1,301
|
)
|
(1,301
|
)
|
|||||||||||||
Stock based compensation (Note 13)
|
1,239,668
|
-
|
931
|
-
|
931
|
|||||||||||||||
Net loss
|
-
|
-
|
-
|
(12,309
|
)
|
(12,309
|
)
|
|||||||||||||
Balance, June 30, 2018
|
38,219,014
|
3
|
383,938
|
(355,307
|
)
|
28,634
|
||||||||||||||
2018
|
2017
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
(12,309
|
)
|
(9,590
|
)
|
||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
5,499
|
4,952
|
||||||
Amortization of deferred dry-docking costs
|
401
|
430
|
||||||
Amortization and write-off of deferred finance charges
|
574
|
248
|
||||||
Amortization of convertible promissory note beneficial conversion feature
|
2,084
|
748
|
||||||
Stock based compensation
|
931
|
480
|
||||||
Adoption of revenue recognition accounting policy adjustment
|
(1,301
|
)
|
-
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable trade, net
|
1,589
|
(1,036
|
)
|
|||||
Inventories
|
(1,947
|
)
|
(1,204
|
)
|
||||
Other current assets
|
(404
|
)
|
334
|
|||||
Deferred voyage expenses
|
(161
|
)
|
-
|
|||||
Deferred charges – non current
|
(14
|
)
|
(90
|
)
|
||||
Other non-current assets
|
1
|
5
|
||||||
Trade accounts and other payables
|
1,396
|
1,487
|
||||||
Accrued liabilities
|
(818
|
)
|
116
|
|||||
Deferred revenue
|
2,900
|
(1,627
|
)
|
|||||
Net cash used in operating activities
|
(1,579
|
)
|
(4,747
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Vessels acquisitions and improvements
|
(67
|
)
|
(32,729
|
)
|
||||
Other fixed assets, net
|
(550
|
)
|
-
|
|||||
Net cash used in investing activities
|
(617
|
)
|
(32,729
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Net proceeds from issuance of common stock and warrants
|
-
|
2,713
|
||||||
Proceeds from long term debt and financial liability
|
43,050
|
18,000
|
||||||
Proceeds from related party debt
|
2,000
|
16,200
|
||||||
Repayments of long term debt
|
(40,317
|
)
|
(5,752
|
)
|
||||
Payments of financing costs
|
(578
|
)
|
(396
|
)
|
||||
Net cash provided by financing activities
|
4,155
|
30,765
|
||||||
Net increase/(decrease) in cash and cash equivalents and restricted cash
|
1,959
|
(6,711
|
)
|
|||||
Cash and cash equivalents and restricted cash at beginning of period
|
11,039
|
15,908
|
||||||
Cash and cash equivalents and restricted cash at end of period
|
12,998
|
9,197
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
9,570
|
6,343
|
||||||
Deposit – sale & leaseback
|
1,325
|
-
|
||||||
1. |
Basis of Presentation and General Information:
|
a. |
Subsidiaries in Consolidation:
|
Company
|
Country of Incorporation
|
Vessel name
|
Date of Delivery
|
Date of Sale/Disposal
|
||||||
Seanergy Management Corp.(1) (3)
|
Marshall Islands
|
N/A
|
N/A
|
N/A
|
||||||
Seanergy Shipmanagement Corp.(1) (3)
|
Marshall Islands
|
N/A
|
N/A
|
N/A
|
||||||
Sea Glorius Shipping Co.(1)
|
Marshall Islands
|
Gloriuship
|
November 3, 2015
|
N/A
|
||||||
Sea Genius Shipping Co.(1)
|
Marshall Islands
|
Geniuship
|
October 13, 2015
|
N/A
|
||||||
Leader Shipping Co.(1)
|
Marshall Islands
|
Leadership
|
March 19, 2015
|
N/A
|
||||||
Premier Marine Co.(1)
|
Marshall Islands
|
Premiership
|
September 11, 2015
|
N/A
|
||||||
Gladiator Shipping Co.(1)
|
Marshall Islands
|
Gladiatorship
|
September 29, 2015
|
N/A
|
||||||
Guardian Shipping Co.(1)
|
Marshall Islands
|
Guardianship
|
October 21, 2015
|
N/A
|
||||||
Champion Ocean Navigation Co. Limited (1)
|
Malta
|
Championship
|
December 7, 2015
|
N/A
|
||||||
Squire Ocean Navigation Co.(1)
|
Liberia
|
Squireship
|
November 10, 2015
|
N/A
|
||||||
Emperor Holding Ltd.(1)
|
Marshall Islands
|
N/A
|
N/A
|
N/A
|
||||||
Knight Ocean Navigation Co.(1)
|
Liberia
|
Knightship
|
December 13, 2016
|
N/A
|
||||||
Lord Ocean Navigation Co.(1)
|
Liberia
|
Lordship
|
November 30, 2016
|
N/A
|
||||||
Partner Shipping Co. Limited (1)
|
Malta
|
Partnership
|
May 31, 2017
|
N/A
|
||||||
Pembroke Chartering Services Limited (4)
|
Malta
|
N/A
|
N/A
|
N/A
|
||||||
Martinique International Corp.(1)
|
British Virgin Islands
|
Bremen Max
|
September 11, 2008
|
March 7, 2014
|
||||||
Harbour Business International Corp.(1)
|
British Virgin Islands
|
Hamburg Max
|
September 25, 2008
|
March 10, 2014
|
||||||
Maritime Capital Shipping Limited (1)
|
Bermuda
|
N/A
|
N/A
|
N/A
|
||||||
Maritime Capital Shipping (HK) Limited (3)
|
Hong Kong
|
N/A
|
N/A
|
N/A
|
||||||
Maritime Glory Shipping Limited (2)
|
British Virgin Islands
|
Clipper Glory
|
May 21, 2010
|
December 4, 2012
|
||||||
Maritime Grace Shipping Limited (2)
|
British Virgin Islands
|
Clipper Grace
|
May 21, 2010
|
October 15, 2012
|
||||||
Atlantic Grace Shipping Limited (5)
|
British Virgin Islands
|
N/A
|
N/A
|
N/A
|
||||||
(1) Subsidiaries wholly owned
|
(2) Vessel owning subsidiaries owned by Maritime Capital Shipping Limited (or "MCS")
|
(3) Management company
|
(4) Chartering services company
|
(5) Dormant company
|
2. |
Significant Accounting Policies:
|
Customer
|
2018
|
2017
|
||
A
|
27%
|
10%
|
||
B
|
16%
|
14%
|
||
C
|
12%
|
-
|
||
D
|
11%
|
-
|
||
E
|
-
|
19%
|
||
F
|
-
|
12%
|
||
Total
|
66%
|
55%
|
3. |
Transactions with Related Parties:
|
a. |
Convertible Promissory Notes:
|
Applicable limit
|
Debt discount
|
Accumulated deficit
|
Debt
|
|||||||||||||
Balance, December 31, 2016
|
4,000
|
(4,000
|
)
|
425
|
425
|
|||||||||||
Amortization (Note 11)
|
-
|
-
|
214
|
214
|
||||||||||||
Balance, June 30, 2017
|
4,000
|
(4,000
|
)
|
639
|
639
|
|||||||||||
Additions
|
13,750
|
(10,389
|
)
|
-
|
3,361
|
|||||||||||
Amortization (Note 11)
|
-
|
-
|
578
|
578
|
||||||||||||
Balance, December 31, 2017
|
17,750
|
(14,389
|
)
|
1,217
|
4,578
|
|||||||||||
Amortization (Note 11)
|
-
|
-
|
1,011
|
1,011
|
||||||||||||
Balance, June 30, 2018
|
17,750
|
(14,389
|
)
|
2,228
|
5,589
|
Additional
paid-in capital
|
||||
Balance, December 31, 2016
|
3,800
|
|||
Balance, June 30, 2017
|
3,800
|
|||
Additions
|
10,389
|
|||
Balance, December 31, 2017
|
14,189
|
|||
Balance, June 30, 2018
|
14,189
|
Applicable limit
|
Debt discount
|
Accumulated deficit
|
Debt | |||||||||||||
Balance, December 31, 2016
|
21,165
|
(21,165
|
)
|
872
|
872
|
|||||||||||
Amortization (Note 11)
|
-
|
-
|
534
|
534
|
||||||||||||
Balance, June 30, 2017
|
21,165
|
(21,165
|
)
|
1,406
|
1,406
|
|||||||||||
Amortization
|
-
|
-
|
801
|
801
|
||||||||||||
Balance, December 31, 2017
|
21,165
|
(21,165
|
)
|
2,207
|
2,207
|
|||||||||||
Amortization (Note 11)
|
-
|
-
|
1,073
|
1,073
|
||||||||||||
Balance, June 30, 2018
|
21,165
|
(21,165
|
)
|
3,280
|
3,280
|
Additional
paid-in capital
|
||||
Balance, December 31, 2016
|
21,165
|
|||
Balance, June 30, 2017
|
21,165
|
|||
Balance, December 31, 2017
|
21,165
|
|||
Balance, June 30, 2018
|
21,165
|
b. |
Loan Agreements:
|
4. |
Cash and Cash Equivalents and Restricted Cash:
|
June 30,
2018
|
December 31, 2017
|
|||||||
Cash and cash equivalents
|
12,218
|
8,889
|
||||||
Restricted cash
|
50
|
1,550
|
||||||
Restricted cash, non-current
|
730
|
600
|
||||||
Total
|
12,998
|
11,039
|
5. |
Inventories:
|
June 30,
2018
|
December 31, 2017
|
|||||||
Lubricants
|
590
|
582
|
||||||
Bunkers
|
6,154
|
4,215
|
||||||
Total
|
6,744
|
4,797
|
6. |
Vessels, Net:
|
June 30,
2018
|
December 31,
2017 |
|||||||
Cost:
|
||||||||
Beginning balance
|
275,582
|
242,462
|
||||||
- Additions
|
89
|
33,120
|
||||||
Ending balance
|
275,671
|
275,582
|
||||||
Accumulated depreciation:
|
||||||||
Beginning balance
|
(20,852
|
)
|
(10,353
|
)
|
||||
- Additions
|
(5,475
|
)
|
(10,499
|
)
|
||||
Ending balance
|
(26,327
|
)
|
(20,852
|
)
|
||||
Net book value
|
249,344
|
254,730
|
7. |
Long-Term Debt and Financial Liabilities:
|
June 30,
2018
|
December 31,
2017 |
|||||||
Secured loan facilities and other financial liabilities
|
200,508
|
196,450
|
||||||
Less: Deferred financing costs
|
(1,485
|
)
|
(1,429
|
)
|
||||
Total
|
199,023
|
195,021
|
||||||
Less - current portion
|
(21,779
|
)
|
(19,216
|
)
|
||||
Long-term portion
|
177,244
|
175,805
|
Twelve month periods ending
|
Amount
|
|||
June 30, 2019
|
22,303
|
|||
June 30, 2020
|
52,743
|
|||
June 30, 2021
|
42,826
|
|||
June 30, 2022
|
52,449
|
|||
Thereafter
|
30,187
|
|||
Total
|
200,508
|
8. |
Financial Instruments:
|
(a) |
Significant Risks and Uncertainties, including Business and Credit Concentration
|
(b) |
Interest Rate Risk
|
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. The carrying value approximates the fair market value for interest bearing cash classified as restricted cash, non-current.
|
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 June 30, 2018, and the carrying value of $2,000 approximates the fair market value of $2,017. The fair value of the fixed interest long-term debt has been obtained through Level 2 inputs of the fair value hierarchy which includes observable inputs other than quoted prices included in Level 1.
|
9. |
Commitments and Contingencies:
|
Twelve month periods ending June 30,
|
Amount
|
|||
2019
|
38
|
|||
2020
|
184
|
|||
2021
|
186
|
|||
2022
|
188
|
|||
2023
|
150
|
|||
Total
|
746
|
10. |
Capital Structure:
|
11. |
Interest and Finance Costs:
|
June 30,
|
||||||||
2018
|
2017
|
|||||||
Interest on long-term debt
|
7,520
|
5,534
|
||||||
Amortization of debt issuance costs
|
570
|
237
|
||||||
Other
|
598
|
30
|
||||||
Total
|
8,688
|
5,801
|
June 30,
|
||||||||
2018
|
2017
|
|||||||
Interest expense long term debt related party
|
802
|
380
|
||||||
Amortization of debt issuance costs related party
|
4
|
11
|
||||||
Convertible notes interest expense
|
1,351
|
761
|
||||||
Convertible notes amortization of debt discount
|
2,084
|
748
|
||||||
Total
|
4,241
|
1,900
|
12. |
Loss per Share:
|
June 30,
|
||||||||
2018
|
2017
|
|||||||
Net loss
|
(12,309
|
)
|
(9,590
|
)
|
||||
Weighted average common shares outstanding – basic
|
36,949,832
|
35,217,339
|
||||||
Net loss per common share – basic
|
$
|
(0.33
|
)
|
$
|
(0.27
|
)
|
||
Number of Shares
|
Weighted Average Grant Date Price
|
|||||||
Outstanding at December 31, 2016
|
652,700
|
$
|
1.67
|
|||||
Outstanding at June 30, 2017
|
652,700
|
$
|
1.67
|
|||||
Outstanding at December 31, 2017
|
377,600
|
$
|
1.60
|
|||||
Granted
|
1,260,000
|
1.035
|
||||||
Vested
|
(420,024
|
)
|
1.035
|
|||||
Forfeited
|
(20,332
|
)
|
1.24
|
|||||
Outstanding at June 30, 2018
|
1,197,244
|
$
|
1.21
|
Document and Entity Information |
6 Months Ended |
---|---|
Jun. 30, 2018
shares
| |
Document And Entity Information [Abstract] | |
Entity Registrant Name | Seanergy Maritime Holdings Corp. |
Entity Central Index Key | 0001448397 |
Entity Filer Category | Non-accelerated Filer |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Current Fiscal Year End Date | --12-31 |
Entity Well Known Seasoned Issuer | No |
Entity Common Stock Shares Outstanding | 38,219,014 |
Document Type | 6-K |
Document Period End Date | Jun. 30, 2018 |
Document Fiscal Year Focus | 2018 |
Document Fiscal Period Focus | Q2 |
Amendment Flag | false |
Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
STOCKHOLDERS EQUITY | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 38,219,014 | 36,979,346 |
Common stock, shares outstanding (in shares) | 38,219,014 | 36,979,346 |
Basis of Presentation and General Information |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and General Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and General Information |
Seanergy Maritime Holdings Corp. (the "Company" or "Seanergy") was formed under the laws of the Republic of the Marshall Islands on January 4, 2008, with executive offices located in Athens, Greece. The Company provides global transportation solutions in the dry bulk shipping sector through its vessel-owning subsidiaries. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for certain financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the SEC on March 7, 2018. In the opinion of management, these unaudited interim consolidated financial statements, reflect all adjustments, which include only normal recurring adjustments considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows for the periods presented. Operating results for the six-month period ended June 30, 2018, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2018.
Seanergy's subsidiaries included in these consolidated financial statements as of June 30, 2018, are as follows:
|
Significant Accounting Policies |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies |
A discussion of the Company's significant accounting policies can be found in the Company's consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2017, filed with the SEC on March 7, 2018. There have been no material changes to these policies in the six-month period ended June 30, 2018, other than as disclosed below: Recent Accounting Pronouncements Adopted Revenue On January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers and the related amendments (“ASC 606” or “the new revenue standard”) using the modified retrospective method, requiring to recognize the cumulative effect of adopting this guidance as an adjustment to the 2018 opening balance of retained earnings and not retrospectively adjusting prior periods. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU No. 2014-09 indicates that an entity should perform a five-step approach in recognizing revenue, which might require more judgement and estimates compared to existing U.S. GAAP standards. Previously, revenue was recognized from the latter of the completion of the previous voyage and the signing of the next charter party until completion of cargo discharge. Under the new standard, revenue is recognized beginning from when the vessel arrives at the load port until completion of cargo discharge. Voyage costs are recognized over the length of the voyage as the performance obligation is satisfied, while costs to obtain the contract are deferred and amortized during the charter period. The adoption of new standard resulted in an increase in the opening Accumulated deficit balance as of January 1, 2018 of approximately $1,301 as a result of the adjustment of Vessels revenue and Voyage expenses. Having not adopted ASC 606 the Company's: (i) vessel revenues would have been $40,923 for the six-month period ended June 30, 2018, (ii) voyage expenses would have been $18,220 for the six-month period ended June 30, 2018 and (iii) commissions would have been $1,444 as of June 30, 2018. The balance sheet accounts affected are Accounts Receivable Trade, Net, Deferred Voyage Expenses, Trade Accounts and Other Payables and Accrued Liabilities. The total net positive effect in the Company’s consolidated net loss having not adopted ASC 606 would have been $849 for the six-month period ended June 30, 2018. Charterers individually accounting for more than 10% of revenues during the six-month periods ended June 30, 2018 and 2017 were:
Leases In February 2016, the FASB issued ASU No. 2016-02 - Leases (ASC 842), and as amended, which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard does not substantially change lessor accounting. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. In July 2018, the FASB issued ASU No. 2018-11, Leases (ASC 842) – Targeted Improvements. The amendments in this Update: (i) provide entities with an additional (and optional) transition method to adopt the new leases standard, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers' requests and (ii) provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if both of the following are met: (a) The timing and pattern of transfer of the non-lease component(s) and associated lease component are the same and (b) The lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842. Under ASC 842, lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. The Company has early adopted ASU 2016-02 and ASU 2018-11 as of June 30, 2018 and has elected the practical expedient of combining the lease and non-lease component(s) as a single component since the time and pattern of transfer of the non-lease component(s) and associated component are the same and the lease components are classified as operating leases. The adoption of ASU 2016-02 and ASU 2018-11 did not have a material impact on the consolidated results of operations, financial condition, or cash flows. In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments which addresses the following eight specific cash flow issues with the objective of reducing the existing diversity in practice: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 including interim periods within that reporting period, however early adoption is permitted. The Company adopted the new guidance on January 1, 2018 and it did not have a material impact on the consolidated results of operations, financial condition, or cash flows. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718). ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 allows companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU 2017-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 for all entities. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued or made available for issuance. The adoption of this new accounting guidance did not have a material effect on the Company's Consolidated Financial Statements. The Company adopted the new guidance on January 1, 2018 and it did not have any effect on its consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation which concerns Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update affect all entities that enter into share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share-based payment awards are measured at the grant date. The definition of the term grant date is amended to generally state the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share-based payment award. Generally, the classification of equity-classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless modified after the good has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. ASU 2018-07 is effective for public business entities in annual periods beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued or made available for issuance, but not before an entity adopts the new revenue guidance. The Company is currently evaluating the provisions of this guidance and assessing its impact on its consolidated financial statements and notes disclosures. |
Transactions with Related Parties |
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Transactions with Related Parties |
March 12, 2015 Convertible Promissory Note On March 12, 2015 ("commitment date"), the Company issued a convertible promissory note of $4,000 to Jelco Delta Holding Corp., or Jelco, a company affiliated with Claudia Restis, who is also the Company's principal shareholder, for general corporate purposes. The convertible note, as amended, is repayable in four installments with the first installment occurring six months after the delivery date of the M/V Leadership and the other three installments semi-annually commencing four years after the delivery date of the M/V Leadership, along with a balloon installment of $3,200 payable on the final maturity date, March 19, 2020. The note bears interest at three-month LIBOR plus a margin of 5% with quarterly interest payments. At Jelco's option, the outstanding principal amount under the convertible note or any part thereof may be paid at any time in common shares at a conversion price of $0.90 per share. Jelco also received customary registration rights with respect to all shares upon conversion of the note. The note is secured by a guarantee from the Company’s wholly-owned subsidiary, Emperor Holding Ltd., which is the holding company of the M/V Lordship and the M/V Knightship. The Company accounted for the issuance of the March 2015 convertible promissory note in accordance with the beneficial conversion features ("BCF") guidance of ASC 470-20. The intrinsic value of the BCF was determined as the number of shares converted from the convertible note times the positive difference between the fair value of the stock on the commitment date and the contractual conversion price. Since the intrinsic value of the BCF at the commitment date was greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the BCF was limited to the amount of the proceeds allocated to the convertible instrument. The second installment of $200 is due on March 19, 2019 thus the respective amount has been classified to current. As of December 31, 2015, the Company had paid the first installment, with the entire payment recorded as a reduction to Additional paid-in capital. September 27, 2017 Convertible Promissory Note On September 27, 2017, the Company issued a convertible promissory note to Jelco for an amount of $13,750. The note is repayable by two consecutive annual installments of $1,375, with the first installment occurring 24 months after the drawdown date, along with a balloon installment of $11,000 payable four years after the drawdown date. The note bears interest at three-month LIBOR plus a margin of 5% with quarterly interest payments. At Jelco's option, the whole or any part of the principal amount under the note may be paid at any time in common shares at a conversion price of $0.90 per share. Jelco also received customary registration rights with respect to all shares upon conversion of the note. The note is secured by second preferred mortgages and second priority general assignments covering earnings, insurances and requisition compensation over the M/V Championship and the M/V Partnership, guarantees from the Company’s vessel-owning subsidiaries, and a guarantee from the Company’s wholly-owned subsidiary, Emperor Holding Ltd.; all cross collateralized with the loan entered into with Jelco on May 24, 2017, as amended and restated. Of the $13,750 under the note, $4,750 were used to make a mandatory prepayment under the May 2017 Jelco loan facility. The Company accounted for the issuance of the September 2017 convertible promissory note in accordance with the beneficial conversion features ("BCF") guidance of ASC 470-20. The intrinsic value of the BCF was determined as the number of shares converted from the convertible note times the positive difference between the fair value of the stock on the commitment date and the contractual conversion price. The intrinsic value of the BCF at the commitment date was not greater than the proceeds allocated to the convertible instrument and the amount of the discount assigned to the BCF was $10,389. The debt movement of the convertible notes is presented below:
The equity movement of the convertible notes is presented below:
September 7, 2015 Revolving Convertible Promissory Note On September 7, 2015 ("commitment date"), the Company issued a revolving convertible promissory note to Jelco for an amount up to $6,765 (the "Applicable Limit") for general corporate purposes. Following nine amendments to the revolving convertible note between December 2015 and September 2017, the Applicable Limit was raised to $21,165. The Applicable Limit will be reduced by $3,300 four years following the first drawdown. The aggregate outstanding principal is repayable in September 2020. However, the principal is also repayable earlier to the extent that the aggregate outstanding principal exceeds the Applicable Limit (as it may be reduced from time to time). The note bears interest at three-month LIBOR plus a margin of 5% with interest payable quarterly. At Jelco's option, the Company's obligation to repay the principal amount under the revolving convertible note or any part thereof may be paid in common shares at a conversion price of $0.90 per share. Jelco also received customary registration rights with respect to all shares upon conversion of the note. The note is secured by a guarantee from the Company’s wholly-owned subsidiary, Emperor Holding Ltd. The Company had drawn down the entire $21,165 as of June 30, 2016. The Company accounted for the issuance of the revolving convertible promissory note in accordance with the BCF guidance of ASC 470-20. The intrinsic value of the BCF was determined as the number of shares converted from the convertible note times the positive difference between the fair value of the stock on the commitment date and the contractual conversion price. Since the intrinsic value of the BCF at the commitment date was greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the BCF was limited to the amount of the proceeds allocated to the convertible instrument. The debt movement of the revolving convertible note is presented below:
The equity movement of the revolving convertible note is presented below:
On October 4, 2016, the Company entered into a $4,150 loan facility with Jelco to finance the initial deposits for the vessels M/V Lordship and M/V Knightship. On November 17, 2016 and November 28, 2016, the Company entered into amendments to this facility, which, among other things, increased the aggregate amount that could be borrowed under the facility to up to $12,800 (to partially finance the remaining payment for the M/V Lordship and the M/V Knightship) and extended the maturity date to the earlier of (i) February 28, 2018 and (ii) the date falling 14 months from the final drawdown date. On January 12, 2018, the Company exercised its option to defer the final repayment date from January 28, 2018 to January 28, 2019. As of December 31, 2016, the Company had drawn down the entire $12,800. The facility bears interest at LIBOR plus a margin of 9% per annum and is repayable in one bullet payment together with accrued interest thereon to the maturity date. The facility further provided that the Company was required to prepay Jelco (i) in the event of a public offering by the Company of Seanergy Maritime Holdings Corp's securities, an amount equal to 25 percent of the net offering proceeds and (ii) $1,900 upon the delivery of the M/V Knightship. Seanergy Maritime Holdings Corp. is the borrower under this facility. The margin may be decreased by 2% upon a $5,000 prepayment by the Company or increased by 1.5% if the maturity date is extended in accordance with the terms of the facility. The facility is secured by second priority mortgages and general assignments covering earnings, insurances and requisition compensation on the M/V Lordship and the M/V Knightship. On December 14, 2016, following the delivery of M/V Knightship on December 13, 2016, the company prepaid Jelco $1,900 in accordance with the facility provisions. Additionally, on December 14, 2016, following the completion of the Company's public offering of 10,000,000 of its common shares on December 13, 2016, the company prepaid Jelco $5,000 in accordance with the facility provisions. The $5,000 comprised of (i) $3,430 mandatory prepayment as per the 25 percent of the then estimated net offering proceeds provision described above and (ii) $1,570 voluntary prepayment. As a result of the $5,000 prepayment, the margin was reduced by 2% to 7%. As of June 30, 2018, $5,900 was outstanding under this loan facility. The balance sheet amount is shown net of deferred financing costs. On May 24, 2017, the Company entered into an up to $16,200 loan facility with Jelco to partially finance the acquisition of the M/V Partnership. The Company drew down the $16,200 on May 24, 2017. On June 22, 2017 and on August 22, 2017, the Company entered into supplemental letters with Jelco to amend the terms of this loan facility, whereby the mandatory repayment of $4,750 was deferred until September 29, 2017. On September 27, 2017, the facility was amended and restated. The amended facility currently bears interest at three-month LIBOR plus a margin of 6% per annum which is payable quarterly and the principal is repayable in one bullet payment due on the maturity date. The maturity date, which was deferred from May 24, 2018 to May 24, 2019, may, at the Company's option, be extended to May 24, 2020, from May 24, 2019 previously. The Company expects to exercise this option. The margin will be increased by 1% if the maturity date is extended. The mandatory repayment of the $4,750 was financed by the convertible promissory note to Jelco on September 27, 2017. The facility is secured by second preferred mortgages over the M/V Championship and M/V Partnership, second priority general assignments covering earnings, insurances and requisition compensation over each vessel, guarantees from our vessel-owning subsidiaries, and a guarantee from the Company’s wholly-owned subsidiary, Emperor Holding Ltd. As of June 30, 2018, $11,450 was outstanding under this loan facility and is classified under non-current liabilities since the Company does not have any obligation to repay the loan within the next twelve months. On April 10, 2018, the Company entered into a $2,000 loan facility with Jelco for working capital purposes. The Company drew down the $2,000 on April 12, 2018. The facility, as amended on June 13, 2018, bears fixed interest of 10% per annum, payable quarterly, and the principal is payable in one bullet payment due by August 10, 2018. The facility is secured by a guarantee from the Company’s wholly-owned subsidiary, Emperor Holding Ltd. |
Cash and Cash Equivalents and Restricted Cash |
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Cash and Cash Equivalents and Restricted Cash |
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:
Restricted cash as of June 30, 2018 amounts include $500 of minimum liquidity requirements as per the Amsterdam Trade Bank N.V. loan agreement (Note 7), $230 in a dry-docking reserve account as per the Amsterdam Trade Bank N.V. loan agreement and $50 of restricted deposits pledged as collateral regarding credit cards balances with one of the Company’s financial institutions. Minimum liquidity, not legally restricted, of $5,500 as per the Company’s credit facilities covenants is included in Cash and cash equivalents. A deposit of $1,325 as per the June 28, 2018 sale and leaseback agreement is included in Cash and cash equivalents (Note 7). As of December 31, 2017, restricted cash amounts included $1,500 of restricted deposits as contractually required under the loan facility with Northern Shipping Fund III LP, or NSF (Note 7), $500 of minimum liquidity requirements as per the Amsterdam Trade Bank N.V. loan agreement (Note 7), $100 in dry-docking reserve accounts as per the Amsterdam Trade Bank N.V. loan agreement and $50 of restricted deposits pledged as collateral regarding credit cards balances with one of the Company's financial institutions. |
Inventories |
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Inventories |
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
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Vessels, Net |
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Vessels, Net |
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
On March 28, 2017, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, at a gross purchase price of $32,650. On May 31, 2017, the Company acquired the 2012 Capesize, 179,213 DWT vessel M/V Partnership. The acquisition was financed with the Amsterdam Trade Bank N.V. loan facility (Note 7), the Jelco loan facility entered into on May 24, 2017 (Note 3) and by cash on hand. Additionally, approximately $89 and $465 worth of expenditures that increased the earning capacity and improved the efficiency of certain vessels were capitalized during the six and twelve month periods ended June 30, 2018 and December 31, 2017, respectively. All vessels are mortgaged to secured loans (Notes 3 and 7). |
Long-Term Debt and Financial Liabilities |
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Long-Term Debt and Financial Liabilities |
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
Secured credit facilities On March 6, 2015, the Company entered into a loan agreement with Alpha Bank A.E., for a secured loan facility in an amount of $8,750. The loan was used to partially finance the acquisition of the M/V Leadership. The loan bears interest of LIBOR plus a margin of 3.75% with quarterly interest payments. The loan is secured by a first priority mortgage over the vessel. The facility places a restriction on the Company's ability to distribute dividends to its shareholders. The amount of the dividends so declared shall not exceed 50% of Seanergy's net income except in case the cash and marketable securities are equal or greater than the amount required to meet Seanergy's consolidated installment and debt interest payments for the following eighteen-month period. On December 23, 2015, the Company amended the loan agreement with Alpha Bank A.E. in order to (i) defer from December 31, 2015, to June 30, 2018, the requirement that the Company maintain a corporate leverage ratio (as defined in the loan facility) that does not exceed 75%, and (ii) defer from December 31, 2015, to June 30, 2018, the requirement that the Company maintain a ratio of EBITDA to net interest expense (as defined in the loan facility) that is not less than 2:1. On July 28, 2016, the Company further amended the loan agreement with Alpha Bank A.E. in order to defer part of the then next four installments to the final maturity date. Following the reduction of the four installments that was added to the balloon installment, 80% of M/V Leadership's excess earnings (as defined in the loan agreement) during each financial year starting from 2016, shall be applied by Alpha Bank towards payment of the deferred amount until same is fully repaid. On June 29, 2018, the Company further amended the loan agreement with Alpha Bank A.E. (i) for the amendment and relaxation until June 2019 of certain other financial covenants contained in its senior secured loan facility. The Company has paid the first thirteen installments as of June 30, 2018. The outstanding loan balance as of June 30, 2018 is repayable in consecutive quarterly installments being $250 each, along with a balloon installment of $4,453 payable on the final maturity date, March 17, 2020. On September 1, 2015, the Company entered into a loan agreement with HSH Nordbank AG, for a secured loan facility in an amount of $44,430. The loan was used to pay for the acquisition of the vessels M/V Geniuship and M/V Gloriuship. The loan is repayable in twelve consecutive quarterly installments commencing on September 30, 2017, the first three installments being approximately $1,049 each, the fourth installment being approximately $4,050 (including the mandatory prepayment of $3,000 made on July 2, 2018), the next eight installments being approximately $1,049 each, along with a balloon installment of $28,837 payable on the final maturity date, June 30, 2020. The loan bore interest of LIBOR plus margins between 3.4% and 3.6% with quarterly interest payments. On May 16, 2016, the Company entered into a supplemental letter to the senior secured loan facility with HSH Nordbank AG. Effective as of March 1, 2016, the supplemental letter has deferred certain prepayments to June 30, 2018. On February 23, 2017, the Company reached an agreement with HSH Nordbank AG to (i) defer from October 1, 2017, to May 1, 2018, the security coverage requirement that the market value of M/V Geniuship and M/V Gloriuship plus any additional security to total facility outstanding and any Swap Exposure (as defined in the loan facility) not be less than 120%, (ii) defer from December 31, 2017, to June 30, 2018, the requirement that the Company, on a consolidated basis, maintains a percentage ratio of total liabilities (excluding any shareholders' convertible notes) to total assets (less any activated goodwill) that does not exceed 75% and (iii) defer from the quarter ending December 31, 2017, to the quarter ending June 30, 2018, of the requirement that the Company maintains a ratio of earnings before interest, taxes, depreciation and amortization ("EBITDA"), excluding any gains and losses on the disposal of subsidiaries or vessels and impairments on goodwill and vessels, to interest payments that is not less than 2:1. On July 2, 2018 we made a mandatory prepayment of $3,000. The loan facility is secured by a first priority mortgage over the two vessels. On March 28, 2018, the Company signed an amendment to HSH facility by which: i) the application of the security cover requirement (as defined in the loan facility) was waived until September 30, 2018, ii) the security cover percentage requirement was amended as follows: 100% during the period commencing on October 1, 2018 and ending on March 31, 2019, 111% during the period commencing on April 1, 2019 and ending on September 30, 2019 and 120% thereafter, iii) the Leverage Ratio covenant was redefined to reflect Net debt / Total assets (as defined in the loan facility) and the relevant threshold was amended to: no more than 85% during the period commencing on June 30, 2018 and ending on December 31, 2018, no more than 80% during the period commencing on January 1, 2019 and ending on March 31, 2019 and no more than 75% thereafter, iv) the ratio of EBITDA to net interest payments (as defined in the loan facility) was amended to: no less than 1.2 times during the period commencing on June 30, 2018 and ending on March 31, 2019 and no less than 2 times thereafter and v) the Corporate Guarantee liquidity was amended to include restricted cash. The loan bears interest of LIBOR plus margin 3.75% until the full repayment of the facility, with quarterly interest payments. On September 11, 2015, the Company entered into a facility agreement with UniCredit Bank AG, for a secured loan facility in an amount of $52,705. The loan was made available to partially finance the acquisition of the vessels M/V Premiership, M/V Gladiatorship and M/V Guardianship. The loan is repayable in fifteen consecutive quarterly installments being $1,552 each, commencing on June 26, 2017, along with a balloon installment of $29,425 payable on the final maturity date, December 28, 2020. The loan bears interest of LIBOR plus a margin of 3.20% if the value to loan ratio is lower than 125%, 3.00% if the value to loan ratio is between 125% and 166.67% and 2.75% if the value to loan is higher than 166.67% with quarterly interest payments. The loan is secured by a first priority mortgage over the three vessels. On June 3, 2016, the Company entered into a supplemental letter in order to split the margin into a cash portion and a capitalized portion. The capitalized portion of the margin was repaid in full as of June 30, 2017. In addition, the application of certain covenants is deferred to at least June 30, 2017. On July 29, 2016, the Company further entered into a supplemental letter pursuant to which effective as of December 11, 2015, the requirement for Seanergy Maritime Holdings Corp., as guarantor, to maintain liquidity in a specified amount is delayed until July 1, 2017. On March 7, 2017, the Company reached an agreement with UniCredit Bank AG to (i) defer from June 30, 2017, to May 1, 2018, the security coverage requirement that the market value of M/V Premiership, M/V Gladiatorship and M/V Guardianship plus any additional security to total facility outstanding and the cost, if any, of terminating any transactions entered into under the Hedging Agreement (as defined in the loan facility) shall not be less than 120%, (ii) defer from September 30, 2017, to June 30, 2018, the requirement that the Company maintain a leverage ratio (as defined in the loan facility) that does not exceed 75%, and (iii) defer from September 30, 2017, to June 30, 2018, the requirement that the Company maintain a ratio of EBITDA to net interest expense (as defined in the loan facility) that is not less than 2:1. On September 25, 2017, the Company entered into a supplemental letter in order to defer the installment due on September 25, 2017 to October 2, 2017. On April 30, 2018, the Company signed a supplemental letter with UniCredit Bank A.G. by which: i) the Leverage Ratio covenant was redefined to reflect the Group’s Net Debt / Consolidated Market Value adjusted assets (excluding cash, cash equivalents & restricted cash) & relevant threshold was amended to: no more than 85% during the period commencing on May 1, 2018 and ending on December 31, 2018, no more than 80% during the period commencing on January 1, 2019 and ending on March 31, 2019 and no more than 75% for the remaining part of the security period, ii) the ratio of EBITDA to net interest payments was amended to: not less than 1.2 times during the period commencing on May 1, 2018 and ending on March 31, 2019 and not less than 2 times for the remaining part of the security period, and iii) the security cover percentage requirement was amended as follows: not to be less than 100% during the period commencing on May 1, 2018 and ending on September 30, 2018, not to be less than 111% during the period commencing on October 1, 2018 and ending on June 30, 2019 and not to be less than 120% for the remaining part of the security period. On November 4, 2015, the Company entered into a loan agreement with Alpha Bank A.E., for a secured loan facility in an amount of $33,750. The loan was used to partially finance the acquisition of the M/V Squireship. On November 10, 2015, the Company drew down the $33,750. The loan is repayable in sixteen consecutive quarterly installments being approximately $844 each, commencing on February 12, 2018, along with a balloon installment of $20,250 payable on the final maturity date, November 10, 2021. The loan bears interest of LIBOR plus a margin of 3.50% with quarterly interest payments. The loan is secured by a first priority mortgage over the vessel and a second priority mortgage over M/V Leadership. The facility places a restriction on the Company's ability to distribute dividends to its shareholders. The amount of the dividends so declared shall not exceed 50% of the Company’s net income except in case the cash and marketable securities are equal or greater than the amount required to meet the Company’s consolidated installment and debt interest payments for the following eighteen-month period. On July 28, 2016, the Company further amended the loan agreement in order to defer certain liquidity covenants to July 1, 2017. On June 29, 2018, the Company further amended the loan agreement with Alpha Bank A.E. Pursuant to the terms of the amendment, i) the ratio of the market value of M/V Squireship plus any additional security to the total facility outstanding shall not be less than 100% as from the 1st April, 2019 until the 31st of March 2020, shall not be less than 111% starting from April 1, 2020 until March 31, 2021 and shall not be less than 125% from April 1, 2021 until the end of the security period ii) the consolidated interest cover ratio (EBITDA to Net Interest Expense) shall not be (a) until and including March 31, 2019 lower than 1.2:1, the compliance with such obligation to be tested on each Financial Semester Day starting from July 1, 2018 and (b) as from April 1, 2019 until the expiration of the security period, lower than 2:1, the compliance with such obligation to be tested on each Financial Semester Day starting from April 1, 2019 and iii) the Corporate Leverage Ratio as defined in the loan agreement will not be (a) at the end of December 31, 2018 higher than 0.85:1.0, the compliance with such obligation to be tested on each Financial Semester Day starting from July 1, 2018; (b) on March 31, 2019 higher than 0.80:1.0 and (c) starting from June 1, 2019 and at the end of each Accounting Period higher than 0.75:1.0, the compliance with such obligation to be tested on each Financial Semester Day starting from June 30, 2019. On December 2, 2015, the Company entered into a facility agreement with Natixis, for a secured loan facility in an amount of $39,412. The loan was used to partially finance the acquisition of the M/V Championship. On December 7, 2015, the Company drew down the $39,412. The loan was repayable in fifteen consecutive quarterly installments being $985 each, commencing on June 30, 2017, along with a balloon installment of $24,637 payable on the final maturity date, February 26, 2021. The loan bore interest of LIBOR plus a margin of 2.50% with quarterly interest payments. The loan was secured by a first priority mortgage over the vessel. On March 7, 2017, the Company entered into a supplemental and a settlement agreement with Natixis to the secured term loan facility dated December 2, 2015. Under the terms of the supplemental agreement the secured term loan was repayable in four installments: $2,000 due April 28, 2017, $2,000 due June 30, 2017, $3,000 due September 29, 2017, and $32,412 due May 2, 2018. In addition, the supplemental agreement waived the application of the minimum required security cover requirement and all the financial covenant requirements under the secured term loan facility until the termination date of the loan, which was May 2, 2018. Under the terms of the settlement agreement, the Company had an option, until September 29, 2017, to satisfy the full amount of the facility by making a prepayment of $28,000, which included any payments made in connection with the first three installment payments. Upon such prepayment, the facility would be deemed satisfied in full. On September 29, 2017, Natixis entered into a deed of release and fully discharged the $35,412 outstanding balance of the secured term loan facility obligations to the lender for a total settlement amount of $24,000 on September 29, 2017. The first-priority mortgage over the M/V Championship and all other securities created in favour of Natixis were irrevocably and unconditionally released pursuant to the deed of release. In the third quarter of 2017, the Company recognized a gain from the Natixis refinancing of $11,392, net of $6 refinancing charges and $14 write-off of unamortized deferred financing charges. On November 28, 2016, the Company entered into a $32,000 secured term loan facility with NSF to partly finance the acquisition of the two second hand Capesize vessels M/V Lordship and M/V Knightship. The facility bears interest at 11% per annum, which is payable quarterly, and the principal is repayable in four consecutive quarterly installments of $900 each, commencing on March 13, 2019 and a final payment of $28,400 due on December 31, 2019 (initial termination date). The facility may be extended twice so that the final termination date shall never extend beyond the date falling on the fifth anniversary of the final drawdown date. The option to extend the facility for up to another two years from the initial termination date is subject to an extension fee of 1.75% per extended year of each relevant loan outstanding amount. The borrowers must maintain restricted deposits of $1,500, each, as prepaid interest to be applied equally against the first eight quarterly interest payments of the facility. As of December 13, 2016, the Company had drawn down the entire $32,000. On March 30, 2018, NSF agreed to (i) the temporary release of $750 of the cashflow support deposit, as defined in the loan facility, from March 30, 2018 until September 13, 2018 and (ii) the reduction of the minimum liquidity amount for each vessel to $125, from March 30, 2018 until September 13, 2018. On June 13, 2018 and June 28, 2018, respectively, Northern Shipping Fund entered into deeds of release, with respect to the M/V Lordship and M/V Knightship, respectively, resulting in a complete release of the facility agreement dated November 28, 2016 after full settlement of the outstanding balance of $32,000. The first-priority mortgages over the M/V Lordship and M/V Knightship and all other securities created in favor of Northern Shipping Fund were irrevocably and unconditionally released pursuant to the deeds of release. On May 24, 2017, the Company entered into an up to $18,000 term loan facility with Amsterdam Trade Bank N.V., to partially finance the acquisition of the M/V Partnership. The loan bears interest at LIBOR plus a margin of 4.65% per annum which is payable quarterly. The principal is repayable by twenty equal consecutive quarterly installments being $200 each and a balloon installment of $14,000 due on the maturity date, May 26, 2022. On each quarterly repayment date, an additional repayment of at least $10, or an integral multiple of that amount, of any excess cash standing in the vessel’s operating account shall be applied towards reducing the balloon installment. Excess cash, as defined in the loan facility, is any amount above $1,000. The aggregate amount of the additional repayments shall not exceed $3,600. As of June 30, 2018, the aggregate amount of the additional repayments is $0.41 million. The loan was made available in two drawdowns: (i) $13,250 was drawn down on May 26, 2017 and (ii) $4,750 was drawn down on June 22, 2017. The loan facility requires that the borrower shall maintain in aggregate $500 as minimum liquidity. The loan is secured by a first priority mortgage over the vessel. On September 25, 2017, in order to partially fund the refinancing of the Natixis facility, the Amsterdam Trade Bank loan Facility was amended and restated, increasing the loan amount of the facility by an additional tranche of $16,500, or Tranche B. The principal of Tranche B is repayable by nineteen consecutive quarterly installments, being $200 each of the first four installments, $300 each of the subsequent four installments, and $400 each of the subsequent eleven installments, in addition to a balloon installment of any outstanding indebtedness due on the maturity date, May 26, 2022. On each quarterly repayment date, an additional repayment of at least $10, or an integral multiple of that amount, of any excess cash standing to the credit of the relevant vessel's operating account shall be applied towards reducing the balloon installment. Excess cash, as defined in the loan facility, is any amount above $1,000. The aggregate amount of the additional repayments, with regard to Tranche B, shall not exceed $1,250. The loan facility requires that the borrower shall maintain in aggregate $500 as minimum liquidity. The amendment and restatement of the facility did not alter the interest rate, the maturity date, the amortization and the repayment terms of the existing tranche under the loan facility, or the financial covenants applicable to the Company as guarantor. The amended and restated loan facility is secured by first preferred mortgages and general assignments covering earnings, insurances and requisition compensation over the M/V Partnership and M/V Championship, earnings account pledges, shares security deeds relating to the shares of both vessels' owning subsidiaries, technical and commercial managers' undertakings and, where applicable, charter assignments. On May 18, 2018, the Company signed a supplemental agreement with Amsterdam Trade Bank N.V. by which: i) the ratio of EBITDA to net interest payments was amended to: not less than 1.2 times during the period commencing on June 30, 2018 and ending on June 29, 2019 and not less than 2 times from June 30, 2019 and for the remaining part of the security period, and ii) the Leverage Ratio was amended to: no more than 85% during the period commencing on June 30, 2018 and ending on March 30, 2019, no more than 80% during the period commencing on March 31, 2019 and ending on June 29, 2019 and no more than 75% during the period commencing on June 30, 2019 and for the remaining part of the security period. On June 11, 2018, the Company entered into a $24,500 loan agreement with Wilmington Trust, National Association as facility agent and security agent and certain nominees of EnTrustPermal as lenders, for the purpose of refinancing the outstanding indebtedness of M/V Lordship under the previous loan facility with Northern Shipping Funds dated November 28, 2016. The borrower under the facility is the applicable vessel-owning subsidiary and the facility is guaranteed by the Company. The facility matures in June 2023, and can be extended until June 2025 subject to certain conditions. Specifically, the borrower has the right to sell the ship back to the lender at a pre-agreed price of $20,800 on the fifth anniversary of the loan utilization ("Year-5 Put Option"). If the borrower elects to exercise the Year-5 Put Option, the lender has the right to extend the termination date of the loan by a further two years, in which case the exercise of the Year-5 Put Option by the borrower shall be cancelled in its entirety. Furthermore, the borrower has the right to sell the ship back to the lender at a pre-agreed price of $15,000 on the seventh anniversary of the loan utilization ("Year-7 Put Option"). If the borrower elects to exercise the Year-7 Put Option then the lenders will be obliged to purchase the ship at the pre-agreed price. The new facility is secured by a first priority mortgage over the vessel, general assignment covering earnings, insurances and requisition compensation, an account pledge agreement and a share pledge agreement concerning the respective vessel-owning subsidiary and technical and commercial managers' undertakings. The new loan facility bears a weighted average all-in interest rate of 11.4% and 11.2% assuming a maturity date in June 2023 or in June 2025, respectively. The principal obligation amortizes in 20 or 28 quarterly installments, with a balloon payment of $15,300 or $9,500 due at maturity, assuming a maturity date in June 2023 or in June 2025, respectively. The facility also imposes certain customary operating covenants. Certain of these covenants may significantly limit or prohibit, among other things, the particular borrower's ability to incur additional indebtedness, create liens, sell capital shares of subsidiaries, engage in mergers, or sell the vessel without the consent of the relevant lenders. As of June 30, 2018, the Company has drawn down the entire $24,500. Failed Sale and Leaseback Agreement (Financial Liability) On June 28, 2018, the Company entered into a $26,500 sale and leaseback agreement for the M/V Knightship with Hanchen Limited (“Buyer”, “Hanchen”), an affiliate of AVIC International Leasing Co., Ltd., for the purpose of refinancing the outstanding indebtedness of M/V Knightship under the previous loan facility with Northern Shipping Funds dated November 28, 2016. The Company's wholly-owned subsidiary (“Seller” or “Charterer”) sold and chartered back the vessel on a bareboat basis for an eight year period, having a purchase obligation at the end of the eighth year and it further has the option to repurchase M/V Knightship at any time following the second anniversary of the bareboat charter. Under ASC 842-40, the transaction was accounted for as a failed sale and leaseback transaction and resulted in a financial liability. The bareboat charter is secured by a general assignment covering earnings, insurances and requisition compensation, an account pledge agreement and a share pledge agreement of the shares of the bareboat charterer subsidiary and technical and commercial managers' undertakings. The Company provided a guarantee to Hanchen. An upfront charterhire of $6,625 was paid by the Charterer to Hanchen upon the delivery of the vessel. A deposit of $1,325 was paid by the Charterer to Hanchen upon the delivery of the vessel in order to secure the due observance and performance by the Charterer of its obligations and undertakings as per the sale and leaseback agreement. The deposit can be set off against the balloon payment at maturity. The Charterer is required to maintain a value maintenance ratio (as defined in the additional clauses of the bareboat charter) of at least 120%. In addition, the bareboat charter requires the Charterer to maintain in aggregate $1,325 as cash deposit until the second anniversary of the delivery date or if earlier, a sub-charter in form and substance acceptable to Hanchen is available. The charterhire principal bears interest at LIBOR plus a margin of 4% and amortizes in thirty two consecutive equal quarterly installments of approximately $456 along with a balloon payment at maturity of $5,299. The charterhire principal, as of June 30, 2018, is $19,875. The borrowers under each of the above financing arrangements are the applicable vessel owning subsidiaries and the facilities are guaranteed by Seanergy Maritime Holdings Corp. The annual principal payments required to be made after June 30, 2018, are as follows:
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Financial Instruments |
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Financial Instruments [Abstract] | |||||||||||
Financial Instruments |
The Company places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company's investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers' financial condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk.
Fair Value of Financial Instruments The fair values of the financial instruments shown in the consolidated balance sheets as of June 30, 2018 and December 31, 2017, represent management's best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date. Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances. The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
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Commitments and Contingencies |
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Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
Contingencies Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company's vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements. The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements. The Company is covered for liabilities associated with the individual vessels' actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs. Commitments Future minimum contractual charter revenue, based on vessels committed to non-cancelable, time charter contracts as of June 30, 2018, will be $4,867 during 2018. These amounts do not include any assumed off-hire. In April 2018, the Company moved into its new office spaces under a five year lease term, with a Company option to extend the lease term for another five years. The monthly rent is Euro 13,000 (or $15,155 based on the Euro/U.S. dollar exchange rate of €1.0000:$1.1658 as of June 30, 2018), which is adjusted annually by one percent for inflation. The first year rent payments have been prepaid as of June 30, 2018. Under ASC 842, the lease is classified as an operating lease and a lease liability and right-of-use asset based on the present value of future minimum lease payments have been recognized on the balance sheet. The monthly rent expense is recorded in General and administrative expenses. The following table sets forth the Company's office rental obligations as at June 30, 2018:
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Capital Structure |
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Capital Structure [Abstract] | |||
Capital Structure |
(a) Common Stock On February 3, 2017, the Company entered into an Equity Distribution Agreement with Maxim Group LLC, or "Maxim", as sales agent, under which the Company would offer and sell, from time to time through Maxim up to $20,000 of its common shares. The Company would determine, at its sole discretion, the timing and number of shares to be sold pursuant to the Equity Distribution Agreement along with any minimum price below which sales would not be made. Maxim would make any sales pursuant to the Equity Distribution Agreement using its commercially reasonable efforts consistent with its normal trading and sales practices. Sales of common shares, if any, would be made by means of ordinary brokers' transactions on the Nasdaq Capital Market, in negotiated transactions or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. On June 27, 2017, the Company and Maxim mutually terminated the Equity Distribution Agreement. As of June 27, 2017, the Company has sold a total of 2,782,136 of its common shares for aggregate net proceeds of $2,597 in connection with this public at-the-market offering. Maxim has received aggregate compensation for such sales of $86 as of June 27, 2017. On April 10, 2017, the Company issued 125,000 of its common shares to an unaffiliated third party for the provision of professional services related to the Company’s internet-based investor relations efforts. On May 18, 2017, the Company was notified by NASDAQ that it was no longer in compliance with NASDAQ Listing Rule 5550(a)(2) because the closing bid price of the Company's common stock for 30 consecutive business days, from April 5, 2017 to May 17, 2017, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market. This notification had no effect on the listing of the Company's common stock, and the applicable grace period to regain compliance was 180 days, expiring on November 14, 2017. The Company could cure this deficiency if the closing bid price of its common stock was $1.00 per share or higher for at least ten consecutive business days during the grace period. In the event the Company did not regain compliance within the 180-day grace period and it met all other listing standards and requirements, the Company may have been eligible for an additional 180-day grace period. On September 5, 2017, the Company received a letter from The Nasdaq Stock Market confirming that it had regained compliance with the minimum bid price requirement. On April 23, 2018, the Company received written notification from the NASDAQ Stock Market, indicating that because the closing bid price of the Company's common stock for 30 consecutive business days, from March 8, 2018 to April 20, 2018, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, the Company is not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance is 180 days, or until October 22, 2018. The Company intends to monitor the closing bid price of its common stock between now and October 22, 2018 and is considering its options, including a reverse stock split, in order to regain compliance with the Nasdaq Capital Market minimum bid price requirement. The Company can cure this deficiency if the closing bid price of its common stock is $1.00 per share or higher for at least ten consecutive business days during the grace period. In the event the Company does not regain compliance within the 180-day grace period and it meets all other listing standards and requirements, the Company may be eligible for additional 180-day grace period. The Company intends to cure the deficiency within the prescribed grace period. During this time, the Company's common stock will continue to be listed and trade on the Nasdaq Capital Market. The Company's business operations are not affected by the receipt of the notification. (b) Warrants On December 13, 2016, in connection with the public offering of December 13, 2016, the Company granted 10,000,000 class A warrants with an exercise price of $2.00 each. In connection with the offering, the Company also issued the representative of the underwriters a warrant ("Warrant I)" to purchase 500,000 of its common shares ("Warrant Shares"). The purchase price of one Warrant Share, which will be received by the Company, is equal to $1.875. Exercise of the purchase rights represented by Warrant I may be made, in whole or in part. The class A warrants were approved for listing on the Nasdaq Capital Market and trade under the ticker symbol "SHIPW" beginning on December 8, 2016. The class A warrants are immediately exercisable and expire on December 13, 2021. The Warrant I is exercisable beginning June 6, 2017 and expires on December 7, 2019. If and only if an effective registration statement covering the issuance of the common shares under the class A warrants is not available, the class A warrants may be exercised, at the holder's option, pursuant to the "cashless exercise" clause of the class A warrant agreement. Under the "cashless exercise", the holder will receive a net number of common shares determined according to class A warrant agreement. Similarly, if and only if an effective registration statement covering the issuance of the common shares under Warrant I is not available, the Warrant I may be exercised, at the holder's option, pursuant to the "cashless exercise" clause of the representative's warrant agreement. Under the "cashless exercise", the holder will receive a net number of common shares determined according to representative's warrant agreement. The Company may call the class A warrants for cancellation upon ten trading days prior written notice commencing thirteen months after issuance, subject to certain conditions, including the volume weighted average price of the Company's common shares exceeding $7.00 for a period of ten consecutive trading days. On December 21, 2016, in connection with the exercise of the over-allotment option granted to the underwriters in the public offering of December 13, 2016, the Company granted an additional 1,500,000 class A warrants at a price of $0.01 per class A warrant with an exercise price of $2.00 each. In connection with the offering, the Company also issued the representative of the underwriters a warrant ("Warrant II)" to purchase 65,000 of its common shares ("Warrant Shares"). The purchase price of one Warrant Share, which will be received by the Company, is equal to $1.875. Exercise of the purchase rights represented by Warrant II may be made, in whole or in part. The class A warrants are immediately exercisable and expire on December 13, 2021. If and only if an effective registration statement covering the issuance of the common shares under the class A warrants is not available, the class A warrants may be exercised, at the holder's option, pursuant to the "cashless exercise" clause of the class A warrant agreement. Under the "cashless exercise", the holder will receive a net number of common shares determined according to class A warrant agreement. Similarly, if and only if an effective registration statement covering the issuance of the common shares under Warrant II is not available, the Warrant II may be exercised, at the holder's option, pursuant to the "cashless exercise" clause of the representative's warrant agreement. Under the "cashless exercise", the holder will receive a net number of common shares determined according to representative's warrant agreement. The Warrant II is exercisable beginning June 6, 2017 and expires on December 7, 2019. As of June 30, 2018, the Company had outstanding warrants, including both the class A warrants and Warrant I and Warrant II issued to the representative of the underwriters, exercisable to purchase an aggregate of 12,065,000 shares of the Company’s common shares. |
Interest and Finance Costs |
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Interest and Finance Costs [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Finance Costs |
Interest and finance costs are analyzed as follows:
Interest and finance costs-related party are analyzed as follows:
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Loss per Share |
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Loss per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss per Share |
The calculation of net losses per common share is summarized below:
As of June 30, 2018, 2017 and 2016, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, are any incremental shares of non-vested equity incentive plan shares (Note 13) and of unexercised warrants (Note 10), both calculated with the treasury stock method, as well as shares assumed to be converted with respect to the convertible promissory notes (Note 3) calculated with the if-converted method. |
Equity Incentive Plan |
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Equity Incentive Plan [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Incentive Plan | 13. Equity Incentive Plan: On February 1, 2018, the Compensation Committee granted an aggregate of 1,260,000 restricted shares of common stock pursuant to the 2011 Equity Incentive Plan, as amended. Of the total 1,260,000 shares issued, 575,000 shares were granted to the Company’s board of directors, 665,000 shares were granted to certain of the Company's employees and 20,000 shares were granted to the sole director of the Company's commercial manager, a non-employee. The fair value of each share on the grant date was $1.035. All the shares will vest over a period of two years. As of June 30, 2018, 1,805,866 shares remained reserved for issuance under the Company's Equity Incentive Plan. Restricted shares during the six-month periods ended June 30, 2018 and 2017 are analyzed as follows:
The fair value of the restricted shares has been determined with reference to the closing price of the Company's common share on the date the agreements were signed. The aggregate compensation cost is being recognized ratably in the consolidated statement of loss over the respective vesting periods. The related expense for shares granted to the Company's board of directors and certain of its employees for the six-month periods ended June 30, 2018 and 2017, amounted to $916 and $467, respectively, and is included under general and administration expenses. The unrecognized cost for the non-vested shares granted to the Company's board of directors and certain of its employees as of June 30, 2018 and 2017 amounted to $590 and $481, respectively. The related expense for shares granted to non-employees for the six-month periods ended June 30, 2018 and 2017, amounted to $15 and $13, respectively, and is included under voyage expenses. At June 30, 2018, the weighted-average period over which the total compensation cost related to non-vested awards granted to the Company's board of directors and its other employees not yet recognized is expected to be recognized is 1.23 years. |
Basis of Presentation and General Information (Policies) |
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Jun. 30, 2018 | |
Basis of Presentation and General Information [Abstract] | |
Basis of Presentation | The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for certain financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. These statements and the accompanying notes should be read in conjunction with the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2017, filed with the SEC on March 7, 2018. |
Significant Accounting Policies (Policies) |
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Jun. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Revenue | Revenue On January 1, 2018, the Company adopted ASU No. 2014-09, Revenue from Contracts with Customers and the related amendments (“ASC 606” or “the new revenue standard”) using the modified retrospective method, requiring to recognize the cumulative effect of adopting this guidance as an adjustment to the 2018 opening balance of retained earnings and not retrospectively adjusting prior periods. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU No. 2014-09 indicates that an entity should perform a five-step approach in recognizing revenue, which might require more judgement and estimates compared to existing U.S. GAAP standards. Previously, revenue was recognized from the latter of the completion of the previous voyage and the signing of the next charter party until completion of cargo discharge. Under the new standard, revenue is recognized beginning from when the vessel arrives at the load port until completion of cargo discharge. Voyage costs are recognized over the length of the voyage as the performance obligation is satisfied, while costs to obtain the contract are deferred and amortized during the charter period. The adoption of new standard resulted in an increase in the opening Accumulated deficit balance as of January 1, 2018 of approximately $1,301 as a result of the adjustment of Vessels revenue and Voyage expenses. Having not adopted ASC 606 the Company's: (i) vessel revenues would have been $40,923 for the six-month period ended June 30, 2018, (ii) voyage expenses would have been $18,220 for the six-month period ended June 30, 2018 and (iii) commissions would have been $1,444 as of June 30, 2018. The balance sheet accounts affected are Accounts Receivable Trade, Net, Deferred Voyage Expenses, Trade Accounts and Other Payables and Accrued Liabilities. The total net positive effect in the Company’s consolidated net loss having not adopted ASC 606 would have been $849 for the six-month period ended June 30, 2018. Charterers individually accounting for more than 10% of revenues during the six-month periods ended June 30, 2018 and 2017 were:
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Leases | Leases In February 2016, the FASB issued ASU No. 2016-02 - Leases (ASC 842), and as amended, which requires lessees to recognize most leases on the balance sheet. This is expected to increase both reported assets and liabilities. The new lease standard does not substantially change lessor accounting. For public companies, the standard will be effective for the first interim reporting period within annual periods beginning after December 15, 2018, although early adoption is permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. In July 2018, the FASB issued ASU No. 2018-11, Leases (ASC 842) – Targeted Improvements. The amendments in this Update: (i) provide entities with an additional (and optional) transition method to adopt the new leases standard, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption consistent with preparers' requests and (ii) provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if both of the following are met: (a) The timing and pattern of transfer of the non-lease component(s) and associated lease component are the same and (b) The lease component, if accounted for separately, would be classified as an operating lease. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with ASC 606. Otherwise, the entity should account for the combined component as an operating lease in accordance with ASC 842. Under ASC 842, lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. The Company has early adopted ASU 2016-02 and ASU 2018-11 as of June 30, 2018 and has elected the practical expedient of combining the lease and non-lease component(s) as a single component since the time and pattern of transfer of the non-lease component(s) and associated component are the same and the lease components are classified as operating leases. The adoption of ASU 2016-02 and ASU 2018-11 did not have a material impact on the consolidated results of operations, financial condition, or cash flows. |
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Recent Accounting Standards Adopted and Not Yet Adopted | In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments which addresses the following eight specific cash flow issues with the objective of reducing the existing diversity in practice: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017 including interim periods within that reporting period, however early adoption is permitted. The Company adopted the new guidance on January 1, 2018 and it did not have a material impact on the consolidated results of operations, financial condition, or cash flows. In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718). ASU 2017-09 clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. ASU 2017-09 allows companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. ASU 2017-09 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017 for all entities. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued or made available for issuance. The adoption of this new accounting guidance did not have a material effect on the Company's Consolidated Financial Statements. The Company adopted the new guidance on January 1, 2018 and it did not have any effect on its consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation which concerns Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update affect all entities that enter into share-based payment transactions for acquiring goods and services from nonemployees. The amendments in this Update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. Consistent with the accounting requirement for employee share-based payment awards, nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments that an entity is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. Equity-classified nonemployee share-based payment awards are measured at the grant date. The definition of the term grant date is amended to generally state the date at which a grantor and a grantee reach a mutual understanding of the key terms and conditions of a share-based payment award. Generally, the classification of equity-classified nonemployee share-based payment awards will continue to be subject to the requirements of Topic 718 unless modified after the good has been delivered, the service has been rendered, any other conditions necessary to earn the right to benefit from the instruments have been satisfied, and the nonemployee is no longer providing goods or services. This eliminates the requirement to reassess classification of such awards upon vesting. ASU 2018-07 is effective for public business entities in annual periods beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted, including adoption in any interim period for which financial statements have not yet been issued or made available for issuance, but not before an entity adopts the new revenue guidance. The Company is currently evaluating the provisions of this guidance and assessing its impact on its consolidated financial statements and notes disclosures. |
Basis of Presentation and General Information (Tables) |
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Basis of Presentation and General Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsidiaries in Consolidation | Seanergy's subsidiaries included in these consolidated financial statements as of June 30, 2018, are as follows:
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Significant Accounting Policies (Tables) |
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Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Revenue from Major Charterers | Charterers individually accounting for more than 10% of revenues during the six-month periods ended June 30, 2018 and 2017 were:
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Transactions with Related Parties (Tables) |
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Convertible Promissory Notes [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Movement of Debt and Equity | The debt movement of the convertible notes is presented below:
The equity movement of the convertible notes is presented below:
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Revolving Convertible Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Movement of Debt and Equity | The debt movement of the revolving convertible note is presented below:
The equity movement of the revolving convertible note is presented below:
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Cash and Cash Equivalents and Restricted Cash (Tables) |
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Cash and Cash Equivalents and Restricted Cash [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
Cash and Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows:
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Inventories (Tables) |
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Inventories [Abstract] | |||||||||||||||||||||||||||||||||||||
Inventories | The amounts in the accompanying consolidated balance sheets are analyzed as follows:
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Vessels, Net (Tables) |
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Vessels, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, Net | The amounts in the accompanying consolidated balance sheets are analyzed as follows:
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Long-Term Debt and Financial Liabilities (Tables) |
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Long-Term Debt and Financial Liabilities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt and Financial Liabilities | The amounts in the accompanying consolidated balance sheets are analyzed as follows:
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Maturities of Long-Term Debt | The annual principal payments required to be made after June 30, 2018, are as follows:
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Commitments and Contingencies (Tables) |
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Commitments and Contingencies [Abstract] | ||||||||||||||||||||||||||||||||||||
Office Rental Obligations | The following table sets forth the Company's office rental obligations as at June 30, 2018:
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Interest and Finance Costs (Tables) |
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Interest and Finance Costs [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Finance Costs | Interest and finance costs are analyzed as follows:
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Interest and Finance Costs - Related Party | Interest and finance costs-related party are analyzed as follows:
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Loss per Share (Tables) |
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Loss per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss per Common Share | The calculation of net losses per common share is summarized below:
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Equity Incentive Plan (Tables) |
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Equity Incentive Plan [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Shares | Restricted shares during the six-month periods ended June 30, 2018 and 2017 are analyzed as follows:
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Significant Accounting Policies (Details) - USD ($) $ in Thousands |
6 Months Ended | ||
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Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
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Adoption of New Accounting Standards [Abstract] | |||
Adoption of revenue recognition accounting policy adjustment | $ 1,301 | ||
Vessel revenue | $ 39,533 | $ 32,947 | |
Voyage expenses | 17,732 | 16,629 | |
Commissions | 1,391 | $ 1,253 | |
Accumulated Deficit [Member] | |||
Adoption of New Accounting Standards [Abstract] | |||
Adoption of revenue recognition accounting policy adjustment | $ 1,301 | ||
Calculated under Revenue Guidance in Effect before ASC 606 [Member] | |||
Adoption of New Accounting Standards [Abstract] | |||
Vessel revenue | 40,923 | ||
Voyage expenses | 18,220 | ||
Commissions | 1,444 | ||
Total net effect | $ 849 | ||
Revenues [Member] | Customer Concentration Risk [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 66.00% | 55.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer A [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 27.00% | 10.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer B [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 16.00% | 14.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer C [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 12.00% | 0.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer D [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 11.00% | 0.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer E [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 0.00% | 19.00% | |
Revenues [Member] | Customer Concentration Risk [Member] | Customer F [Member] | |||
Revenue [Abstract] | |||
Concentration risk percentage | 0.00% | 12.00% | |
ASU 2014-09 [Member] | Accumulated Deficit [Member] | |||
Adoption of New Accounting Standards [Abstract] | |||
Adoption of revenue recognition accounting policy adjustment | $ (1,301) |
Transactions with Related Parties, Convertible Promissory Notes (Details) $ / shares in Units, $ in Thousands |
6 Months Ended | ||||
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Sep. 27, 2017
USD ($)
Installment
$ / shares
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Jun. 30, 2018
USD ($)
Installment
$ / shares
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Dec. 31, 2017
USD ($)
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Jun. 30, 2017
USD ($)
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Mar. 12, 2015
USD ($)
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Convertible Promissory Notes [Abstract] | |||||
Current portion of convertible promissory notes | $ 200 | $ 0 | |||
Applicable Limit [Abstract] | |||||
Beginning balance | 196,450 | ||||
Ending balance | 200,508 | 196,450 | |||
Accumulated Deficit [Abstract] | |||||
Amortization (Note 11) | 2,084 | $ 748 | |||
Jelco [Member] | Convertible Promissory Notes [Member] | |||||
Applicable Limit [Abstract] | |||||
Beginning balance | 17,750 | 4,000 | 4,000 | ||
Additions | 13,750 | ||||
Ending balance | 17,750 | 17,750 | 4,000 | ||
Debt Discount [Abstract] | |||||
Beginning balance | (14,389) | (4,000) | (4,000) | ||
Additions | (10,389) | ||||
Ending balance | (14,389) | (14,389) | (4,000) | ||
Accumulated Deficit [Abstract] | |||||
Beginning balance | 1,217 | 639 | 425 | ||
Amortization (Note 11) | 1,011 | 578 | 214 | ||
Ending balance | 2,228 | 1,217 | 639 | ||
Debt [Abstract] | |||||
Beginning balance | 4,578 | 639 | 425 | ||
Addition | 3,361 | ||||
Amortization (Note 11) | 1,011 | 578 | 214 | ||
Ending balance | 5,589 | 4,578 | 639 | ||
Additional Paid-in Capital [Abstract] | |||||
Beginning balance | 14,189 | 3,800 | 3,800 | ||
Intrinsic value of BCF | 10,389 | ||||
Ending balance | $ 14,189 | $ 14,189 | $ 3,800 | ||
Jelco [Member] | March 12, 2015 Convertible Promissory Note [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Face amount | $ 4,000 | ||||
Number of consecutive payment installments | Installment | 4 | ||||
Balloon payment | $ 3,200 | ||||
Maturity date | Mar. 19, 2020 | ||||
Conversion price of convertible notes into common stock (in dollars per share) | $ / shares | $ 0.90 | ||||
Current portion of convertible promissory notes | $ 200 | ||||
Jelco [Member] | March 12, 2015 Convertible Promissory Note [Member] | LIBOR [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Term of variable rate | 3 months | ||||
Margin on variable rate | 5.00% | ||||
Jelco [Member] | March 12, 2015 Convertible Promissory Note [Member] | First Installment After Delivery Date [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Period of time to make periodic payment after delivery date of M/V Leadership | 6 months | ||||
Jelco [Member] | March 12, 2015 Convertible Promissory Note [Member] | Next Three Installments After Delivery Date [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Number of consecutive payment installments | Installment | 3 | ||||
Period of time to make periodic payment after delivery date of M/V Leadership | 4 years | ||||
Frequency of periodic payment | Semi-annual | ||||
Jelco [Member] | September 27, 2017 Convertible Promissory Note [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Face amount | $ 13,750 | ||||
Number of consecutive payment installments | Installment | 2 | ||||
Frequency of periodic payment | Annual | ||||
Balloon payment | $ 11,000 | ||||
Conversion price of convertible notes into common stock (in dollars per share) | $ / shares | $ 0.90 | ||||
Installment payment | $ 1,375 | ||||
Period of time repayment of loan is due after drawdown date | 4 years | ||||
Balance of promissory note used to make mandatory prepayment | 4,750 | ||||
Debt Discount [Abstract] | |||||
Additions | $ (10,389) | ||||
Jelco [Member] | September 27, 2017 Convertible Promissory Note [Member] | LIBOR [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Term of variable rate | 3 months | ||||
Margin on variable rate | 5.00% | ||||
Jelco [Member] | September 27, 2017 Convertible Promissory Note [Member] | First Installment After Drawdown Date [Member] | |||||
Convertible Promissory Notes [Abstract] | |||||
Period of time repayment of loan is due after drawdown date | 24 months |
Transactions with Related Parties, Revolving Convertible Promissory Note (Details) $ / shares in Units, $ in Thousands |
6 Months Ended | 22 Months Ended | ||||
---|---|---|---|---|---|---|
Sep. 07, 2015
USD ($)
$ / shares
|
Jun. 30, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
|
Jun. 30, 2017
USD ($)
|
Sep. 30, 2017
USD ($)
Amendment
|
Jun. 30, 2016
USD ($)
|
|
Convertible Promissory Notes [Abstract] | ||||||
Proceeds from drawdown | $ 200,508 | $ 196,450 | ||||
Applicable Limit [Abstract] | ||||||
Beginning balance | 196,450 | |||||
Ending balance | 200,508 | 196,450 | ||||
Accumulated Deficit [Abstract] | ||||||
Amortization (Note 11) | $ 2,084 | $ 748 | ||||
Jelco [Member] | September 7, 2015 Revolving Convertible Promissory Note [Member] | ||||||
Convertible Promissory Notes [Abstract] | ||||||
Applicable Limit | $ 6,765 | $ 21,165 | ||||
Number of amendments | Amendment | 9 | |||||
Decrease in Applicable Limit | $ (3,300) | |||||
Number of years after first drawdown date Applicable Limit is reduced | 4 years | |||||
Conversion price of convertible notes into common stock (in dollars per share) | $ / shares | $ 0.90 | |||||
Proceeds from drawdown | $ 21,165 | 21,165 | 21,165 | $ 21,165 | ||
Applicable Limit [Abstract] | ||||||
Beginning balance | 21,165 | 21,165 | 21,165 | |||
Ending balance | 21,165 | 21,165 | 21,165 | |||
Debt Discount [Abstract] | ||||||
Beginning balance | (21,165) | (21,165) | (21,165) | |||
Ending balance | (21,165) | (21,165) | (21,165) | |||
Accumulated Deficit [Abstract] | ||||||
Beginning balance | 2,207 | 1,406 | 872 | |||
Amortization (Note 11) | 1,073 | 801 | 534 | |||
Ending balance | 3,280 | 2,207 | 1,406 | |||
Debt [Abstract] | ||||||
Beginning balance | 2,207 | 1,406 | 872 | |||
Amortization (Note 11) | 1,073 | 801 | 534 | |||
Ending balance | 3,280 | 2,207 | 1,406 | |||
Additional Paid-in Capital [Abstract] | ||||||
Beginning balance | 21,165 | 21,165 | 21,165 | |||
Ending balance | $ 21,165 | $ 21,165 | $ 21,165 | |||
Jelco [Member] | September 7, 2015 Revolving Convertible Promissory Note [Member] | LIBOR [Member] | ||||||
Convertible Promissory Notes [Abstract] | ||||||
Term of variable rate | 3 months | |||||
Margin on variable rate | 5.00% |
Transactions with Related Parties, Loan Agreement dated October 4, 2016 (Details) $ in Thousands |
5 Months Ended | 6 Months Ended | 12 Months Ended | |||||
---|---|---|---|---|---|---|---|---|
Apr. 10, 2017
shares
|
Dec. 14, 2016
USD ($)
|
Oct. 04, 2016
USD ($)
Payment
|
Jun. 27, 2017
shares
|
Jun. 30, 2018
USD ($)
|
Dec. 31, 2016
USD ($)
shares
|
Dec. 31, 2017
USD ($)
|
Nov. 28, 2016
USD ($)
|
|
Loan Agreement [Abstract] | ||||||||
Balance outstanding | $ 199,023 | $ 195,021 | ||||||
Issuance of common stock (in shares) | shares | 125,000 | 2,782,136 | ||||||
Jelco [Member] | Loan Agreement Dated October 4, 2016 [Member] | ||||||||
Loan Agreement [Abstract] | ||||||||
Borrowing capacity | $ 4,150 | $ 12,800 | ||||||
Balance outstanding | $ 5,900 | $ 12,800 | ||||||
Number of bullet payments | Payment | 1 | |||||||
Percentage of net offering proceeds required to be paid upon completion of public offering | 25.00% | |||||||
Prepayment necessary upon delivery of M/V Knightship | $ 1,900 | |||||||
Prepayment necessary to decrease margin on variable rate | $ 5,000 | |||||||
Prepayment made upon delivery of M/V Knightship | $ 1,900 | |||||||
Issuance of common stock (in shares) | shares | 10,000,000 | |||||||
Prepayment made upon completion of public offering | 5,000 | |||||||
Mandatory prepayment made | 3,430 | |||||||
Voluntary prepayment made | $ 1,570 | |||||||
Jelco [Member] | Loan Agreement Dated October 4, 2016 [Member] | Minimum [Member] | ||||||||
Loan Agreement [Abstract] | ||||||||
Maturity date | Feb. 28, 2018 | |||||||
Number of months maturity date can be extended from final drawdown date | 14 months | |||||||
Jelco [Member] | Loan Agreement Dated October 4, 2016 [Member] | LIBOR [Member] | ||||||||
Loan Agreement [Abstract] | ||||||||
Margin on variable rate | 7.00% | 9.00% | ||||||
Decrease in margin on variable rate if prepayment is made | 2.00% | 2.00% | ||||||
Increase in margin on variable rate if maturity date is extended | 1.50% |
Transactions with Related Parties, Loan Agreement dated May 24, 2017 (Details) $ in Thousands |
6 Months Ended | |||||
---|---|---|---|---|---|---|
Sep. 27, 2017
USD ($)
Payment
|
Aug. 22, 2017
USD ($)
|
May 24, 2017
USD ($)
|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2017
USD ($)
|
Dec. 31, 2017
USD ($)
|
|
Loan Agreement [Abstract] | ||||||
Proceeds from related party debt | $ 2,000 | $ 16,200 | ||||
Balance outstanding | $ 199,023 | $ 195,021 | ||||
Jelco [Member] | Loan Agreement Dated May 24, 2017 [Member] | ||||||
Loan Agreement [Abstract] | ||||||
Face amount | $ 16,200 | |||||
Proceeds from related party debt | $ 16,200 | |||||
Mandatory repayment | $ 4,750 | |||||
Number of bullet payments | Payment | 1 | |||||
Maturity date | May 24, 2019 | |||||
Conversion of related party debt into convertible promissory note | $ 4,750 | |||||
Balance outstanding | $ 11,450 | |||||
Jelco [Member] | Loan Agreement Dated May 24, 2017 [Member] | Maximum [Member] | ||||||
Loan Agreement [Abstract] | ||||||
Maturity date | May 24, 2020 | |||||
Jelco [Member] | Loan Agreement Dated May 24, 2017 [Member] | LIBOR [Member] | ||||||
Loan Agreement [Abstract] | ||||||
Term of variable rate | 3 months | |||||
Margin on variable rate | 6.00% | |||||
Increase in margin on variable rate if maturity date is extended | 1.00% |
Transactions with Related Parties, Loan Agreement dated April 10, 2018 (Details) $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Apr. 10, 2018
USD ($)
Payment
|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2017
USD ($)
|
Jun. 13, 2018 |
|
Loan Agreement [Abstract] | ||||
Proceeds from related party debt | $ 2,000 | $ 16,200 | ||
Jelco [Member] | Loan Agreement Dated April 10, 2018 [Member] | ||||
Loan Agreement [Abstract] | ||||
Face amount | $ 2,000 | |||
Proceeds from related party debt | $ 2,000 | |||
Interest rate | 10.00% | |||
Number of bullet payments | Payment | 1 | |||
Maturity date | Aug. 10, 2018 |
Cash and Cash Equivalents and Restricted Cash (Details) $ in Thousands |
6 Months Ended | ||||
---|---|---|---|---|---|
Jun. 28, 2018
USD ($)
|
Jun. 30, 2018
USD ($)
FinancialInstitution
|
Jun. 30, 2017
USD ($)
|
Dec. 31, 2017
USD ($)
FinancialInstitution
|
Dec. 31, 2016
USD ($)
|
|
Cash and Cash Equivalents and Restricted Cash [Abstract] | |||||
Cash and cash equivalents | $ 12,218 | $ 8,889 | |||
Restricted cash | 50 | 1,550 | |||
Restricted cash, non-current | 730 | 600 | |||
Total | 12,998 | $ 9,197 | 11,039 | $ 15,908 | |
Restricted deposits | 1,500 | ||||
Minimum liquidity requirements, restricted | 500 | 500 | |||
Minimum liquidity requirements | 5,500 | ||||
Dry-docking reserve account | 230 | 100 | |||
Restricted deposits pledged as collateral | $ 50 | $ 50 | |||
Number of financial institutions where restricted deposits are pledged as collateral regarding credit card balances | FinancialInstitution | 1 | 1 | |||
Deposit made under sale and leaseback agreement | $ 1,325 | $ 1,325 | $ 0 |
Inventories (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Inventories [Abstract] | ||
Inventories | $ 6,744 | $ 4,797 |
Lubricants [Member] | ||
Inventories [Abstract] | ||
Inventories | 590 | 582 |
Bunkers [Member] | ||
Inventories [Abstract] | ||
Inventories | $ 6,154 | $ 4,215 |
Vessels, Net, Net Book Value (Details) - USD ($) $ in Thousands |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Accumulated Depreciation [Abstract] | |||
Additions | $ (5,499) | $ (4,952) | |
Net book value | 250,524 | $ 254,730 | |
Vessels [Member] | |||
Cost [Abstract] | |||
Beginning balance | 275,582 | 242,462 | 242,462 |
Additions | 89 | 33,120 | |
Ending balance | 275,671 | 275,582 | |
Accumulated Depreciation [Abstract] | |||
Beginning balance | (20,852) | $ (10,353) | (10,353) |
Additions | (5,475) | (10,499) | |
Ending balance | (26,327) | (20,852) | |
Net book value | $ 249,344 | $ 254,730 |
Vessels, Net, Acquisitions (Details) - Capesize Vessel [Member] - Partnership [Member] $ in Thousands |
May 31, 2017
t
|
Mar. 28, 2017
USD ($)
|
Jun. 30, 2018
USD ($)
|
Dec. 31, 2017
USD ($)
|
---|---|---|---|---|
Vessels, Net [Abstract] | ||||
Gross purchase price of vessel | $ 32,650 | |||
Dead weight tonnage | t | 179,213 | |||
Capitalized expenditures | $ 89 | $ 465 |
Long-Term Debt and Financial Liabilities, Summary of Long-Term Debt (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Long-Term Debt and Financial Liabilities [Abstract] | ||
Secured loan facilities and other financial liabilities | $ 200,508 | $ 196,450 |
Less: Deferred financing costs | (1,485) | (1,429) |
Total | 199,023 | 195,021 |
Less-current portion | (21,779) | (19,216) |
Long-term portion | $ 177,244 | $ 175,805 |
Long-Term Debt and Financial Liabilities, Loan dated March 6, 2015 (Details) - Loan Agreement dated March 6, 2015 [Member] $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Jul. 28, 2016
Installment
|
Mar. 06, 2015
USD ($)
|
Jun. 30, 2018
USD ($)
Installment
|
Dec. 23, 2015 |
|
Secured Credit Facilities [Abstract] | ||||
Borrowing capacity | $ 8,750 | |||
Percentage of net income limit for declaring dividends | 50.00% | |||
Term to meet consolidated installment and debt interest payments | 18 months | |||
Number of consecutive payment installments that can be partially deferred | Installment | 4 | |||
Percentage of excess earnings to be applied towards payment of deferred installments | 80.00% | |||
Number of installments paid | Installment | 13 | |||
Frequency of periodic payment | Quarterly | |||
Installment payment | $ 250 | |||
Balloon payment | $ 4,453 | |||
Maturity date | Mar. 17, 2020 | |||
Minimum [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
EBITDA to net interest expense ratio | 2 | |||
Maximum [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
Leverage ratio | 0.75 | |||
LIBOR [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
Margin on variable rate | 3.75% |
Long-Term Debt and Financial Liabilities, Loan dated September 1, 2015 (Details) - Loan Agreement dated September 1, 2015 [Member] $ in Thousands |
6 Months Ended | ||||
---|---|---|---|---|---|
Jul. 02, 2018
USD ($)
|
Mar. 28, 2018 |
Sep. 01, 2015
USD ($)
Installment
Vessel
|
Jun. 30, 2018 |
Feb. 23, 2017 |
|
Secured Credit Facilities [Abstract] | |||||
Borrowing capacity | $ 44,430 | ||||
Number of consecutive payment installments | Installment | 12 | ||||
Frequency of periodic payment | Quarterly | ||||
Balloon payment | $ 28,837 | ||||
Maturity date | Jun. 30, 2020 | ||||
Number of vessels secured by first priority mortgage | Vessel | 2 | ||||
Security coverage requirement commencing on October 1, 2018 and ending on March 31, 2019 | 100.00% | ||||
Security cover requirement commencing on April 1, 2019 and ending on September 30, 2019 | 111.00% | ||||
Security cover requirement thereafter | 120.00% | ||||
Subsequent Event [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Mandatory prepayment | $ 3,000 | ||||
Minimum [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Security coverage requirement | 120.00% | ||||
EBITDA to interest payments ratio | 2 | ||||
EBITDA to interest payments ratio commencing on June 30, 2018 and ending on March 31, 2019 | 1.2 | ||||
EBITDA to interest payments ratio thereafter | 2 | ||||
Maximum [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Total liabilities to total assets ratio | 0.75 | ||||
Net debt to total assets ratio commencing on June 30, 2018 and ending on December 31, 2018 | 0.85 | ||||
Net debt to total assets ratio commencing on January 1, 2019 and ending on March 31, 2019 | 0.8 | ||||
Net debt to total assets ratio thereafter | 0.75 | ||||
LIBOR [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Margin on variable rate | 3.75% | ||||
LIBOR [Member] | Minimum [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Margin on variable rate | 3.40% | ||||
LIBOR [Member] | Maximum [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Margin on variable rate | 3.60% | ||||
First Three Installments [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Number of consecutive payment installments | Installment | 3 | ||||
Installment payment | $ 1,049 | ||||
Fourth Installment [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Number of consecutive payment installments | Installment | 1 | ||||
Installment payment | $ 4,050 | ||||
Next Eight Installments [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Number of consecutive payment installments | Installment | 8 | ||||
Installment payment | $ 1,049 |
Long-Term Debt and Financial Liabilities, Loan dated September 11, 2015 (Details) - Loan Agreement dated September 11, 2015 [Member] $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Apr. 30, 2018 |
Mar. 07, 2017 |
Sep. 11, 2015
USD ($)
Installment
Vessel
|
Jun. 30, 2018 |
|
Secured Credit Facilities [Abstract] | ||||
Borrowing capacity | $ 52,705 | |||
Number of consecutive payment installments | Installment | 15 | |||
Frequency of periodic payment | Quarterly | |||
Installment payment | $ 1,552 | |||
Balloon payment | $ 29,425 | |||
Maturity date | Dec. 28, 2020 | |||
Value to loan ratio, first threshold | 1.25 | |||
Value to loan ratio, second threshold | 1.6667 | |||
Number of vessels secured by first priority mortgage | Vessel | 3 | |||
Minimum [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
Security coverage requirement | 120.00% | |||
EBITDA to interest payments ratio | 2 | |||
EBITDA to interest payments ratio commencing on May 1, 2018 and ending on March 31, 2019 | 1.2 | |||
EBITDA to interest payments ratio thereafter | 2 | |||
Security coverage requirement commencing on May 1, 2018 and ending on September 30, 2018 | 100.00% | |||
Security coverage requirement commencing on October 1, 2018 and ending on June 30, 2019 | 111.00% | |||
Security coverage requirement thereafter | 120.00% | |||
Maximum [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
Total liabilities to total assets ratio | 0.75 | |||
Net debt to total market value adjusted assets ratio commencing on May 1, 2018 and ending on December 31, 2018 | 0.85 | |||
Net debt to total market value adjusted assets ratio commencing on January 1, 2019 and ending on March 31, 2019 | 0.8 | |||
Net debt to total market value adjusted assets ratio thereafter | 0.75 | |||
LIBOR [Member] | Value to Loan Ratio Less than 125% [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
Margin on variable rate | 3.20% | |||
LIBOR [Member] | Value to Loan Ratio Between 125% and 166.67% [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
Margin on variable rate | 3.00% | |||
LIBOR [Member] | Value to Loan Ratio Greater than 166.67% [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
Margin on variable rate | 2.75% |
Long-Term Debt and Financial Liabilities, Loan dated November 4, 2015 (Details) $ in Thousands |
6 Months Ended | ||||
---|---|---|---|---|---|
Nov. 10, 2015
USD ($)
|
Nov. 04, 2015
USD ($)
Installment
|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2017
USD ($)
|
Jun. 29, 2018 |
|
Secured Credit Facilities [Abstract] | |||||
Proceeds from drawdown | $ 43,050 | $ 18,000 | |||
Loan Agreement dated November 4, 2015 [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Borrowing capacity | $ 33,750 | ||||
Proceeds from drawdown | $ 33,750 | ||||
Number of consecutive payment installments | Installment | 16 | ||||
Frequency of periodic payment | Quarterly | ||||
Installment payment | $ 844 | ||||
Balloon payment | $ 20,250 | ||||
Maturity date | Nov. 10, 2021 | ||||
Percentage of net income limit for declaring dividends | 50.00% | ||||
Term to meet consolidated installment and debt interest payments | 18 months | ||||
Loan Agreement dated November 4, 2015 [Member] | Minimum [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Market value of M/V Squireship to total facility outstanding ratio from April 1, 2019 until March 31, 2020 | 1 | ||||
Market value of M/V Squireship to total facility outstanding ratio from April 1, 2020 until March 31, 2021 | 1.11 | ||||
Market value of M/V Squireship to total facility outstanding ratio from April 1, 2021 thereafter | 1.25 | ||||
Corporate leverage ratio on December 31, 2018 | 0.85 | ||||
Corporate leverage ratio on March 31, 2019 | 0.80 | ||||
Corporate leverage ratio starting from June 1, 2019 | 0.75 | ||||
Loan Agreement dated November 4, 2015 [Member] | Maximum [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
EBITDA to net interest expense ratio until March 31, 2019 | 1.20 | ||||
EBITDA to net interest expense ratio from April 1, 2019 thereafter | 2 | ||||
Loan Agreement dated November 4, 2015 [Member] | LIBOR [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Margin on variable rate | 3.50% |
Long-Term Debt and Financial Liabilities, Loan dated December 2, 2015 (Details) $ in Thousands |
3 Months Ended | 6 Months Ended | |||||
---|---|---|---|---|---|---|---|
Sep. 29, 2017
USD ($)
|
Mar. 07, 2017
USD ($)
Installment
|
Dec. 07, 2015
USD ($)
|
Dec. 02, 2015
USD ($)
Installment
|
Sep. 30, 2017
USD ($)
|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2017
USD ($)
|
|
Secured Credit Facilities [Abstract] | |||||||
Proceeds from drawdown | $ 43,050 | $ 18,000 | |||||
Settlement amount | $ 40,317 | $ 5,752 | |||||
Loan Agreement dated December 2, 2015 [Member] | |||||||
Secured Credit Facilities [Abstract] | |||||||
Borrowing capacity | $ 39,412 | ||||||
Proceeds from drawdown | $ 39,412 | ||||||
Number of consecutive payment installments | Installment | 4 | 15 | |||||
Frequency of periodic payment | Quarterly | ||||||
Installment payment | $ 985 | ||||||
Balloon payment | $ 24,637 | ||||||
Maturity date | Feb. 26, 2021 | ||||||
Prepayment to satisfy and settle full amount of debt facility | $ 28,000 | ||||||
Number of previous installments included in prepayment | Installment | 3 | ||||||
Balance of secured term loan facility discharged | $ 35,412 | ||||||
Settlement amount | 24,000 | ||||||
Gain on debt refinancing | $ 11,392 | ||||||
Refinancing charges | 6 | ||||||
Write-off of unamortized deferred financing charges | $ 14 | ||||||
Loan Agreement dated December 2, 2015 [Member] | Due April 28, 2017 [Member] | |||||||
Secured Credit Facilities [Abstract] | |||||||
Installment payment | $ 2,000 | ||||||
Loan Agreement dated December 2, 2015 [Member] | Due June 30, 2017 [Member] | |||||||
Secured Credit Facilities [Abstract] | |||||||
Installment payment | 2,000 | ||||||
Loan Agreement dated December 2, 2015 [Member] | Due September 29, 2017 [Member] | |||||||
Secured Credit Facilities [Abstract] | |||||||
Installment payment | 3,000 | ||||||
Loan Agreement dated December 2, 2015 [Member] | Due May 2, 2018 [Member] | |||||||
Secured Credit Facilities [Abstract] | |||||||
Installment payment | $ 32,412 | ||||||
Loan Agreement dated December 2, 2015 [Member] | LIBOR [Member] | |||||||
Secured Credit Facilities [Abstract] | |||||||
Margin on variable rate | 2.50% |
Long-Term Debt and Financial Liabilities, Loan dated November 28, 2016 (Details) $ in Thousands |
6 Months Ended | ||||
---|---|---|---|---|---|
Dec. 13, 2016
USD ($)
|
Nov. 28, 2016
USD ($)
Installment
Payment
Vessel
|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2017
USD ($)
|
Mar. 30, 2018
USD ($)
|
|
Secured Credit Facilities [Abstract] | |||||
Proceeds from drawdown | $ 43,050 | $ 18,000 | |||
Loan Agreement dated November 28, 2016 [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Borrowing capacity | $ 32,000 | ||||
Number of vessels to be acquired | Vessel | 2 | ||||
Interest rate | 11.00% | ||||
Number of consecutive payment installments | Installment | 4 | ||||
Frequency of periodic payment | Quarterly | ||||
Installment payment | $ 900 | ||||
Balloon payment | $ 28,400 | ||||
Maturity date | Dec. 31, 2019 | ||||
Term of additional extension | 2 years | ||||
Extension fee percentage | 1.75% | ||||
Restricted deposits | $ 1,500 | ||||
Number of interest payments covered by restricted deposits of prepaid interest | Payment | 8 | ||||
Proceeds from drawdown | $ 32,000 | ||||
Cashflow support deposit temporarily released from March 30, 2018 until September 13, 2018 | $ 750 | ||||
Liquidity requirements | $ 125 |
Long-Term Debt and Financial Liabilities, Loan dated May 24, 2017 (Details) $ in Thousands |
6 Months Ended | ||||
---|---|---|---|---|---|
Jun. 22, 2017
USD ($)
|
May 26, 2017
USD ($)
|
May 24, 2017
USD ($)
Installment
Drawdown
|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2017
USD ($)
|
|
Secured Credit Facilities [Abstract] | |||||
Proceeds from drawdown | $ 43,050 | $ 18,000 | |||
Loan Agreement dated May 24, 2017 [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Borrowing capacity | $ 18,000 | ||||
Number of consecutive payment installments | Installment | 20 | ||||
Frequency of periodic payment | Quarterly | ||||
Installment payment | $ 200 | ||||
Balloon payment | 14,000 | ||||
Maturity date | May 26, 2022 | ||||
Aggregate amount of additional repayments of excess cash | $ 410 | ||||
Excess cash | $ 1,000 | ||||
Number of drawdowns | Drawdown | 2 | ||||
Proceeds from drawdown | $ 4,750 | $ 13,250 | |||
Liquidity requirements | $ 500 | ||||
Loan Agreement dated May 24, 2017 [Member] | Minimum [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Repayment of excess cash | 10 | ||||
Loan Agreement dated May 24, 2017 [Member] | Maximum [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Repayment of excess cash | $ 3,600 | ||||
Loan Agreement dated May 24, 2017 [Member] | LIBOR [Member] | |||||
Secured Credit Facilities [Abstract] | |||||
Margin on variable rate | 4.65% |
Long-Term Debt and Financial Liabilities, Loan dated September 25, 2017 (Details) - Loan Agreement Amended September 25, 2017 [Member] $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Sep. 25, 2017
USD ($)
Installment
|
Jun. 30, 2018 |
May 18, 2018 |
|
Secured Credit Facilities [Abstract] | |||
Borrowing capacity | $ 16,500 | ||
Number of consecutive payment installments | Installment | 19 | ||
Frequency of periodic payment | Quarterly | ||
Maturity date | May 26, 2022 | ||
Excess cash | $ 1,000 | ||
Liquidity requirements | 500 | ||
Minimum [Member] | |||
Secured Credit Facilities [Abstract] | |||
Repayment of excess cash | 10 | ||
Maximum [Member] | |||
Secured Credit Facilities [Abstract] | |||
Repayment of excess cash | $ 1,250 | ||
EBITDA to interest payments ratio commencing on June 30, 2018 and ending on June 29, 2019 | 1.2 | ||
EBITDA to interest payments ratio from June 30, 2019 thereafter | 2 | ||
Leverage ratio commencing on June 30, 2018 and ending on March 30, 2019 | 0.85 | ||
Leverage ratio commencing on March 31, 2019 and ending on June 29, 2019 | 0.8 | ||
Leverage ratio commencing on June 30,2019 and thereafter | 0.75 | ||
First Four Installments [Member] | |||
Secured Credit Facilities [Abstract] | |||
Installment payment | $ 200 | ||
Number of consecutive payment installments | Installment | 4 | ||
Subsequent Four Installments [Member] | |||
Secured Credit Facilities [Abstract] | |||
Installment payment | $ 300 | ||
Number of consecutive payment installments | Installment | 4 | ||
Subsequent Eleven Installments [Member] | |||
Secured Credit Facilities [Abstract] | |||
Installment payment | $ 400 | ||
Number of consecutive payment installments | Installment | 11 |
Long-Term Debt and Financial Liabilities, Loan dated June 11, 2018 (Details) $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Jun. 11, 2018
USD ($)
Installment
|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2017
USD ($)
|
|
Secured Credit Facilities [Abstract] | |||
Proceeds from draw down | $ 43,050 | $ 18,000 | |
Loan Agreement dated June 11, 2018 [Member] | |||
Secured Credit Facilities [Abstract] | |||
Borrowing capacity | $ 24,500 | ||
Pre-agreed sales price of vessel under Year-5 Put Option | 20,800 | ||
Term of additional extension | 2 years | ||
Pre-agreed sales price of vessel under Year-7 Put Option | $ 15,000 | ||
Proceeds from draw down | $ 24,500 | ||
Loan Agreement dated June 11, 2018 [Member] | Due June 2023 [Member] | |||
Secured Credit Facilities [Abstract] | |||
Maturity date | Jun. 30, 2023 | ||
Weighted average interest rate | 11.40% | ||
Number of consecutive payment installments | Installment | 20 | ||
Frequency of periodic payment | Quarterly | ||
Balloon payment | $ 15,300 | ||
Loan Agreement dated June 11, 2018 [Member] | Due June 2025 [Member] | |||
Secured Credit Facilities [Abstract] | |||
Maturity date | Jun. 30, 2025 | ||
Weighted average interest rate | 11.20% | ||
Number of consecutive payment installments | Installment | 28 | ||
Frequency of periodic payment | Quarterly | ||
Balloon payment | $ 9,500 |
Long-Term Debt and Financial Liabilities, Failed Sale and Leaseback Agreement (Financial Liability) (Details) $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Jun. 28, 2018
USD ($)
Installment
|
Jun. 30, 2018
USD ($)
|
Jun. 30, 2017
USD ($)
|
Dec. 31, 2017
USD ($)
|
|
Secured Credit Facilities [Abstract] | ||||
Deposit made under sale and leaseback agreement | $ 1,325 | $ 1,325 | $ 0 | |
Principal amount outstanding | $ 200,508 | $ 196,450 | ||
Sale and Leaseback Agreement [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
Sale and leaseback | 26,500 | |||
Term of charter contract | 8 years | |||
Upfront charterhire payment | 6,625 | |||
Deposit made under sale and leaseback agreement | $ 1,325 | |||
Minimum value maintenance ratio to be maintained | 1.2 | |||
Cash deposit to be maintained | $ 1,325 | |||
Number of consecutive payment installments | Installment | 32 | |||
Frequency of periodic payment | Quarterly | |||
Installment payment | $ 456 | |||
Balloon payment | $ 5,299 | |||
Principal amount outstanding | $ 19,875 | |||
Sale and Leaseback Agreement [Member] | LIBOR [Member] | ||||
Secured Credit Facilities [Abstract] | ||||
Margin on variable rate | 4.00% |
Long-Term Debt and Financial Liabilities, Maturities of Long-Term Debt (Details) - USD ($) $ in Thousands |
Jun. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Annual Principal Payments [Abstract] | ||
June 30, 2019 | $ 22,303 | |
June 30, 2020 | 52,743 | |
June 30, 2021 | 42,826 | |
June 30, 2022 | 52,449 | |
Thereafter | 30,187 | |
Total | $ 200,508 | $ 196,450 |
Financial Instruments (Details) $ in Thousands |
Jun. 30, 2018
USD ($)
|
---|---|
Carrying Value [Member] | |
Financial Instruments [Abstract] | |
Fixed interest long-term debt | $ 2,000 |
Fair Market Value [Member] | |
Financial Instruments [Abstract] | |
Fixed interest long-term debt | $ 2,017 |
Commitments and Contingencies (Details) $ in Thousands |
Apr. 30, 2018
USD ($)
|
Apr. 30, 2018
EUR (€)
|
Jun. 30, 2018
USD ($)
€ / $
|
---|---|---|---|
Commitments and Contingencies [Abstract] | |||
Future minimum contractual charter revenue in 2018 | $ 4,867 | ||
Lease term | 5 years | 5 years | |
Renewal term | 5 years | 5 years | |
Monthly rent | $ 15,155 | € 13,000 | |
Exchange rate | € / $ | 0.8578 | ||
Annual percentage inflation adjustment | 1.00% | 1.00% | |
Office Rental Obligations [Abstract] | |||
2019 | $ 38 | ||
2020 | 184 | ||
2021 | 186 | ||
2022 | 188 | ||
2023 | 150 | ||
Total | $ 746 |
Capital Structure, Common Stock (Details) - USD ($) $ in Thousands |
5 Months Ended | ||
---|---|---|---|
Apr. 10, 2017 |
Jun. 27, 2017 |
Feb. 03, 2017 |
|
Common Stock [Abstract] | |||
Issuance of common stock (in shares) | 125,000 | 2,782,136 | |
Net proceeds from issuance of common stock | $ 2,597 | ||
Stock issuance costs | $ 86 | ||
Maximum [Member] | |||
Common Stock [Abstract] | |||
Common stock that can be sold | $ 20,000 |
Capital Structure, Warrants (Details) - $ / shares |
6 Months Ended | ||
---|---|---|---|
Dec. 21, 2016 |
Dec. 13, 2016 |
Jun. 30, 2018 |
|
Class A Warrants [Member] | |||
Warrants [Abstract] | |||
Warrants issued (in shares) | 1,500,000 | 10,000,000 | |
Grant price of warrants issued (in dollars per share) | $ 0.01 | ||
Exercise price of warrants issued (in dollars per share) | $ 2.00 | $ 2.00 | |
Notice period for cancellation of warrants | 10 days | ||
Holding period before warrants can be called for cancellation | 13 months | ||
Volume weighted average price of shares (in dollars per share) | $ 7.00 | ||
Number of consecutive trading days weighted average price of stock must exceed threshold | 10 days | ||
Warrants I [Member] | |||
Warrants [Abstract] | |||
Number of shares that can be purchased with outstanding warrants (in shares) | 500,000 | ||
Exercise price of warrants issued (in dollars per share) | $ 1.875 | ||
Warrants II [Member] | |||
Warrants [Abstract] | |||
Number of shares that can be purchased with outstanding warrants (in shares) | 65,000 | ||
Exercise price of warrants issued (in dollars per share) | $ 1.875 |
Interest and Finance Costs (Details) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Interest and Finance Costs [Abstract] | ||
Interest on long-term debt | $ 7,520 | $ 5,534 |
Amortization of debt issuance costs | 570 | 237 |
Other | 598 | 30 |
Total | 8,688 | 5,801 |
Interest and Finance Costs - Related Party [Abstract] | ||
Amortization of debt issuance costs related party | 4 | 11 |
Convertible notes amortization of debt discount | 2,084 | 748 |
Total | 4,241 | 1,900 |
Long-term Debt [Member] | ||
Interest and Finance Costs - Related Party [Abstract] | ||
Interest expense | 802 | 380 |
Convertible Notes [Member] | ||
Interest and Finance Costs - Related Party [Abstract] | ||
Interest expense | 1,351 | 761 |
Convertible notes amortization of debt discount | $ 2,084 | $ 748 |
Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2018 |
Jun. 30, 2017 |
|
Loss per Share [Abstract] | ||
Net loss | $ (12,309) | $ (9,590) |
Weighted average common shares outstanding - basic (in shares) | 36,949,832 | 35,217,339 |
Net loss per common share - basic (in dollars per share) | $ (0.33) | $ (0.27) |
Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | |||
---|---|---|---|---|
Feb. 01, 2018 |
Jun. 30, 2018 |
Jun. 30, 2017 |
Dec. 31, 2017 |
|
Unrecognized Cost for Non-vested Shares [Abstract] | ||||
Unrecognized cost for non-vested shares | $ 590 | $ 481 | ||
Recognition period for unrecognized cost for non-vested shares | 1 year 2 months 23 days | |||
2011 Equity Incentive Plan [Member] | Restricted Stock [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Shares reserved for issuance (in shares) | 1,805,866 | |||
Number of Shares [Roll Forward] | ||||
Outstanding at beginning of year (in shares) | 377,600 | 652,700 | ||
Granted (in shares) | 1,260,000 | |||
Vested (in shares) | (420,024) | |||
Forfeited (in shares) | (20,332) | |||
Outstanding at end of year (in shares) | 1,197,244 | 652,700 | ||
Weighted Average Grant Date Price [Roll Forward] | ||||
Outstanding at beginning of year (in dollars per share) | $ 1.60 | $ 1.67 | ||
Granted (in dollars per share) | 1.035 | |||
Vested (in dollars per share) | 1.035 | |||
Forfeited (in dollars per share) | 1.24 | |||
Outstanding at end of year (in dollars per share) | $ 1.21 | $ 1.67 | ||
2011 Equity Incentive Plan [Member] | Awarded February 1, 2018 [Member] | Restricted Stock [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Shares granted (in shares) | 1,260,000 | |||
Vesting period | 2 years | |||
Weighted Average Grant Date Price [Roll Forward] | ||||
Granted (in dollars per share) | $ 1.035 | |||
2011 Equity Incentive Plan [Member] | Awarded February 1, 2018 [Member] | Restricted Stock [Member] | Board of Directors [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Shares granted (in shares) | 575,000 | |||
2011 Equity Incentive Plan [Member] | Awarded February 1, 2018 [Member] | Restricted Stock [Member] | Certain Employees [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Shares granted (in shares) | 665,000 | |||
2011 Equity Incentive Plan [Member] | Awarded February 1, 2018 [Member] | Restricted Stock [Member] | Non-Employee [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Shares granted (in shares) | 20,000 | |||
General and Administrative Expenses [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Stock-based compensation expense | $ 916 | $ 467 | ||
Voyage Expenses [Member] | ||||
Equity Incentive Plan [Abstract] | ||||
Stock-based compensation expense | $ 15 | $ 13 |
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