EX-99.1 2 g19973exv99w1.htm EX-99.1 EX-99.1
Exhibit 99.1
(Seanergy Logo)
SEANERGY MARITIME HOLDINGS CORP. REPORTS FINANCIAL RESULTS
FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2009
July 30, 2009 — Athens, Greece — Seanergy Maritime Holdings Corp. (the “Company”) (NASDAQ: SHIP; SHIP.W) announced today its operating results for the second quarter and six month period ended June 30, 2009.
Six Months 2009 Financial Highlights:
    Net Revenues of $48.3 million.
 
    EBITDA of $37.6 million for the six months ended June 30, 2009. Please refer to a subsequent section of the press release for a reconciliation of EBITDA to net income.
 
    Net Income of $19.3 million, or $0.86 per basic and $0.80 per diluted, share based on weighted average common shares outstanding of 22,361,227, basic, and 24,621,227 diluted.
 
    Time Charter Equivalent, or TCE rate, of $51,982 per day.
 
    The Company owns and operates a fleet of 6 vessels, with a fleet utilization of 83.7%.
Second Quarter 2009 Financial Highlights:
    Net Revenues of $22.1 million.
 
    EBITDA of $16.3 million for the three months ended June 30, 2009. Please refer to a subsequent section of the press release for a reconciliation of EBITDA to net income.
 
    Net Income of $7.2 million, or $0.32 per basic and $0.30 per diluted share, based on weighted average common shares outstanding of 22,361,227, basic, and 24,621,227 diluted.
 
    Time Charter Equivalent, or TCE rate, of $52,292 per day.
 
    Fleet utilization reached 75.3%
Dale Ploughman, the Company’s Chief Executive Officer, stated: “Our operating results for the second quarter of 2009, although below our expectations due to the extended drydocking period were none the less satisfactory and supported by a time charter equivalent rate of $52,292 per day. So far in 2009, we believe Seanergy’s management has met the challenge of delivering a strong bottom line despite the fact that we operate in a highly volatile environment. We also achieved our objective to grow our fleet within our first year of operations.
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We strongly believe that our planned acquisition of a controlling interest in Bulk Energy Transport will strengthen Seanergy’s position in the dry bulk sector and enhance shareholder value. This deal is accretive to shareholder value and enables Seanergy to expand its controlled fleet and revenue generation capability, while maintaining a strong balance sheet.
We believe that opportunities to acquire distressed assets will continue to present themselves and Seanergy is well placed to take advantage of them.
We have entered into long term charter agreements for our handy and our panamax vessels securing stable and visible cash flows with the added incentive of sharing into the potential market upside which can further enhance our revenues and profitability.
Even though the dry bulk market has considerably improved since the beginning of 2009, we believe we will continue experiencing a volatile market for the remainder of 2009. On the demand side, freight rates are recovering sooner than expected due to China’s strong demand for major core commodities iron ore and coal. On the supply side, we experience newbuilding order cancellations and delivery delays, which are expected to have a positive impact on the demand supply balance.
Although we remain cautiously optimistic on the outlook for demand for dry bulk commodities, we continue to believe that the long term prospects remain favorable as the world begins to recover from the economic and credit crisis.”
Christina Anagnostara, the Company’s Chief Financial Officer, stated: “In a challenging economic environment, Seanergy delivered strong results for the six months ended June 30, 2009. As of today, we enjoy healthy cash reserves of $50 million which enable us to meet scheduled debt repayments and capital expenditures and afford us the ability to grow our fleet, as indicated by our agreement to acquire a controlling interest in Bulk Energy Transport Holdings.
The Hamburg Max and African Zebra completed their scheduled drydockings on June 23, 2009 and July 20, 2009.
With a time charter equivalent rate of $51,982 per day for the six months ended June 30, 2009, our net income margin was approximately 50% of TCE and our free cash flow margin was approximately 73% of TCE.”
Acquisition of Bulk Energy Transport (Holdings) Limited:
Seanergy Maritime Holdings Corp. announced on July 15, 2009 that it had entered into an agreement with Constellation Bulk Energy Holdings, Inc. to purchase a 50% ownership interest in Bulk Energy Transport (Holdings) Limited (“BET”) for nominal cash consideration.
As a result of the acquisition, the size of the Company’s controlled fleet will increase to 11 dry bulk vessels with a carry capacity of approximately 1,043,296 dwt and an average fleet age of 13 years comprising of four Capesize, three Panamax, two Supramax and two Handysize dry bulk carriers.
The acquisition is subject to lenders’ consent, and was expected to close before the end of July 2009. However, on July 29, 2009 the involved parties mutually agreed to extend the closing date to August 31, 2009.
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Conference Call Details:
The Company’s management team will host a conference call to discuss the financial results tomorrow, Friday, July 31, 2009 at 9:00 A.M. EDT.
Participants should dial into the call 10 minutes before the scheduled time using the following numbers: 1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK) or + (44) (0) 1452 542 301 (from outside the US). Please quote “Seanergy.”
A replay of the conference call will be available until August 8, 2009. The United States replay number is 1(866) 247-4222; from the UK 0(800) 953-1533; the standard international replay number is (+44) (0) 1452 550 000 and the access code required for the replay is: 2094507#.
Slides and Audio Webcast:
There will also be a simultaneous live webcast over the Internet, through the Seanergy website (www.seanergymaritime.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.
Fleet Profile as of July 30, 2009 (excluding BET fleet)
                                                     
 
                                                  Time Charter  
        Vessel     Capacity     Year           TC Rate     Expiry  
  Vessel Name     Class     (DWT)     Built     Delivery Date     ($)     (latest)  
 
M/V Bremen Max
    Panamax       73,503         1993       Sept. 11, 2008       15,500 (*)     Aug. 2010  
 
M/V Hamburg Max
    Panamax       72,338         1994       Sept. 25, 2008       65,000 (*)     Aug. 2009  
 
M/V Davakis G.
    Supramax       54,051         2008       Aug. 28, 2008       60,000       Sept. 2009  
 
M/V Delos Ranger
    Supramax       54,051         2008       Aug. 28, 2008       60,000       Sept. 2009  
 
M/V African Zebra
    Handysize       38,623         1985       Sept. 25, 2008       7,500 (**)     Aug. 2011  
 
M/V African Oryx
    Handysize       24,110         1997       Aug. 28, 2008       7,000 (**)     Aug. 2011  
 
Total/Average
            316,676       11 yrs                        
 
(*) the Company has extended its time charter contracts with the current charterer SAMC in direct continuation for its two panamax vessels dry dulk carriers, at a rate of $15,500 per day, for a period of about eleven (11) to (13) months. The m/v Bremen Max charter commenced on July 27, 2009 and the m/v Hambourg Max charter will commence on August 12, 2009.
(**) represents gross floor charter rates excluding a 50% adjusted profit share to be distributed equally between owners and charterers calculated on the average spot Time Charter Routes quoted on the Baltic Supramax Index for a period of twenty two (22) to twenty five (25) months.
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Fleet Data:
We commenced our operating activity on August 28, 2008 therefore comparative information for the first six months of 2008 and the three months ended June 30, 2008 is not available.
                         
 
        Six Months Ended     Three Months Ended  
        June 30, 2009     June 30, 2009  
 
Fleet Data:
                     
 
Average Number of Vessels (1)
      6.0         6.0    
 
Ownership days (2)
      1,086         546    
 
Available days (3)
      916         417    
 
Operating days (4)
      909         411    
 
Fleet utilization (5)
      83.7 %       75.3 %  
 
Average Daily Results:
                     
 
TCE rate (6)
      51,982         52,292    
 
Vessel operating expenses (7)
      5,360         5,513    
 
Management fee (8)
      568         577    
 
Total vessel operating expenses (9)
      5,928         6,090    
 
(1) Average number of vessels is the number of vessels that constituted the Company’s fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of the Company’s fleet during the relevant period divided by the number of calendar days in the relevant period.
(2) Ownership days are the total number of days in a period during which the vessels in a fleet have been owned. Ownership days are an indicator of the size of the Company’s fleet over a period and affect both the amount of revenues and the amount of expenses that the Company recorded during a period.
(3) Available days are the number of ownership days less the aggregate number of days that vessels are off-hire due to major repairs, dry dockings or special or intermediate surveys. The shipping industry uses available days to measure the number of ownership days in a period during which vessels should be capable of generating revenues. During the six months ended June 30, 2009, the Company incurred 170 off hire days for vessel scheduled drydocking. During the three months ended June 30, 2009, the Company incurred 129 off hire days for vessel scheduled drydocking.
(4) Operating days are the number of available days in a period less the aggregate number of days that vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
(5) Fleet utilization is the percentage of time that our vessels were generating revenue, and is determined by dividing operating days by ownership days for the relevant period.
(6) Time charter equivalent or TCE rates are defined as our time charter revenues less voyage expenses during a period divided by the number of our operating days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and commissions.
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(In thousands of US Dollars, except daily time charter equivalent rate)
                 
    Six Months Ended   Three Months Ended
    June 30, 2009   June 30,2009
Net Revenues from vessels
    48,309       22,067  
Voyage expenses
    (1,057 )     (575 )
 
               
Net Operating Revenues
    47,252       21,492  
 
               
 
               
Operating Days
    909       411  
 
               
Daily Time charter equivalent rate
    51,982       52,292  
(7) Average daily vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, are calculated by dividing vessel operating expenses by ownership days for the relevant time periods:
(In thousands of US Dollars, except daily vessel operating expenses)
                 
    Six Months Ended   Three Months Ended
    June 30, 2009   June 30,2009
Operating expenses
    5,821       3,010  
 
               
Ownership days
    1,086       546  
 
               
Daily vessel operating expenses
    5,360       5,513  
(8) Daily management fees are calculated by dividing total management fees by ownership days for the relevant time period.
(9) Total vessel operating expenses or TVOE is a measurement of total expenses associated with operating the vessels. TVOE is the sum of vessel operating expenses and management fees. Daily TVOE is calculated by dividing TVOE by fleet ownership days for the relevant time period.
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FINANCIAL DATA
(In thousands of US Dollars, except share and per share data)
                 
    Six Months Ended   Three Months Ended
    June 30,2009   June 30,2009
Revenues:
               
Vessel revenue — related party
    49,548       22,633  
Commissions — related party
    (1,239 )     (566 )
Vessel revenue — related party, net
    48,309       22,067  
Expenses:
               
Direct voyage expenses
    (438 )     (292 )
Vessel operating expenses
    (5,821 )     (3,010 )
Voyage expenses — related party
    (619 )     (283 )
Management fees — related party
    (617 )     (315 )
General and administration expenses
    (2,141 )     (1,283 )
General and administration expenses -related party
    (1,021 )     (481 )
Depreciation
    (15,430 )     (7,758 )
Amortization of deferred drydocking costs
    (9 )     (9 )
Operating (Income)/Loss
    22,213       8,636  
Other expenses:
               
Interest and finance costs
    (2,819 )     (1,355 )
Interest and finance costs — shareholders
    (312 )     (173 )
Interest income — money market funds
    256        116  
Foreign currency exchange gains (losses), net
    (55 )     (56 )
Net Income
    19,283       7,168  
Net Income per common share
               
Basic
    0.86       0.32  
Diluted
    0.80       0.30  
Weighted average common shares outstanding
               
Basic
    22,361,227       22,361,227  
Diluted
    24,621,227       24,621,227  
                 
    Six Months Ended   Three Months Ended
    June 30,2009   June 30,2009
Net cash from operating activities
    34,500       14,285  
Net cash used in investing activities
    (21 )     (1 )
Net cash from/(used in) financing activities
    (15,000 )     (7,500 )
Net increase in cash
           19,479              6,784  
Drydocking Schedule:
On February 24, 2009 the African Zebra commenced its scheduled dry docking which was completed on July 20, 2009. The delay was due to labor strikes in the repairing yard and other unforeseen events in the repairing yard.
The Hamburg Max commenced its scheduled dry docking on May 17, 2009, which was completed on June 23, 2009.
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Other Matters:
We are presently under active negotiations with our lender on an extension to be granted on our market value to loan covenant waiver, subject to the review of new charterparty agreements. Our lender has indicated its willingness to extend this waiver, which recently expired, until July 1, 2010.
We expect the extension of this waiver to be granted, thus the presentation of our long term debt in the attached financial statements assumes that the extension of this waiver will be granted and accordingly, substantially all of our long-term debt continues to be classified as non-current as of June 30, 2009.
To the extent that we are unable to obtain this waiver, any long-term debt for which we have been unable to secure a market value to loan covenant waiver will be required to be classified as current, reflecting our lender’s ability to call that debt at any time at their option.
Background Information:
Seanergy Maritime Holdings Corp. commenced operations on August 28, 2008 following shareholder approval on August 26, 2008 for its business combination including the acquisition of six drybulk carriers from the Restis family. On August 28, 2008, the shareholders of Seanergy Maritime Holdings Corp. also approved the dissolution and liquidation of Seanergy Maritime Corp., which became effective on January 27, 2009.
The consolidated financial statements included in this release are for the six months ended June 30, 2009 and include the accounts of Seanergy Maritime Holdings Corp. and its acquired wholly owned subsidiaries, as well as Seanergy Maritime Corp., the Company’s predecessor. We commenced our operating activity on August 28, 2008 therefore comparative operating information for the first six months of 2008 is not available.
Seanergy Maritime Corp. was incorporated in the Marshall Islands on August 15, 2006, originally under the name Seanergy Maritime Acquisition Corp., as a blank check company formed to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses in the maritime shipping industry or related industries.
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Seanergy Maritime Holdings Corp.
Reconciliation of Net Income to EBITDA
(All amounts expressed in thousand U.S. Dollars)
                         
 
        Six Months Ended     Three Months Ended  
        June 30, 2009     June 30, 2009  
 
Net income
      19,283         7,167    
 
Interest and finance costs, net (including interest income)
      2,875         1,411    
 
Depreciation & amortization
      15,439         7,767    
 
EBITDA
      37,597         16,345    
 
Seanergy Maritime Holdings Corp.
Reconciliation of Net Cash provided by operating activities to EBITDA
(All amounts expressed in thousand U.S. Dollars)
                         
 
        Six Months Ended     Three Months Ended  
        June 30, 2009     June 30, 2009  
 
Net cash flow provided by operating activities
      34,500         14,284    
 
Changes in operating assets and liabilities
      (1,635 )       (1,408 )  
 
Changes in Capital Expenditures (Drydocking)
      2,245         2,231    
 
Amortization of Deferred Charges
      (388 )       (173 )  
 
Interest and finance costs, net (includes interest income)
      2,875         1,411    
 
EBITDA
      37,597         16,345    
 
EBITDA consists of earnings before interest and finance cost, taxes and depreciation. EBITDA is not a measurement of financial performance under accounting principles generally accepted in the United States of America, and does not represent cash flow from operations. EBITDA is presented solely as a supplemental disclosure because management believes that it is a common measure of operating performance in the shipping industry.
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Seanergy Maritime Holdings Corp. and subsidiaries
Condensed Consolidated Balance Sheets
June 30, 2009 and December 31, 2008
(In thousands of US Dollars, except for share and per share data, unless otherwise stated)
(Unaudited)
                 
    June 30, 2009   December 31, 2008
ASSETS
               
Current assets:
               
Cash and cash equivalents
    47,022       27,543  
Advances (trade) to related party
          577  
Inventories
    696       872  
Prepaid insurance expenses
    185        574  
Prepaid expenses and other current assets — related parties
    268        248  
Other current assets
    27        
 
               
Total current assets
    48,198       29,814  
 
               
 
               
Fixed assets:
               
Vessels, net
    330,202       345,622  
Office equipment, net
    20       9  
 
               
Total fixed assets
    330,222       345,631  
 
               
 
               
Other assets
               
Deferred charges
    4,605       2,757  
 
               
TOTAL ASSETS
    383,025       378,202  
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Current portion of long-term debt
    23,250       27,750  
Trade accounts and other payables
    465       674  
Due to related parties
    218        
Due to underwriters
    133       419  
Accrued expenses
    1,864       541  
Accrued interest
    112       166  
Deferred revenue — related party
    2,347       3,029  
 
               
Total current liabilities
    28,389       32,579  
 
               
Long-term debt, net of current portion
    174,095       184,595  
Accrued charges on convertible promissory note due to shareholders
    983       420  
Convertible promissory note due to shareholders
    28,710       29,043  
 
               
Total liabilities
    232,177       246,637  
 
               
 
               
Consolidated shareholders’ equity
               
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued
           
Common stock, $0.0001 par value; 100,000,000 and 89,000,000 authorized shares as at June 30, 2009 and December 31, 2008, respectively; 22,361,227 shares, issued and outstanding as at June 30, 2009 and December 31, 2008, respectively
    2       2  
Additional paid-in capital
    166,361       166,361  
Accumulated deficit
    (15,515 )     (34,798 )
 
               
Total consolidated shareholders’ equity
    150,848       131,565  
 
               
Commitments and contingencies
           
 
               
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    383,025       378,202  
 
               
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Seanergy Maritime Holdings Corp. and subsidiaries
Condensed Consolidated Statements of Operations
For the six months ended June 30, 2009 and 2008
(In thousands of US Dollars, except for share and per share data, unless otherwise stated)
(Unaudited)
                 
    Six months ended June 30,  
    2009     2008  
Revenues:
               
Vessel revenue — related party
    49,548        
Commissions — related party
    (1,239 )      
 
           
Vessel revenue — related party, net
    48,309        
 
           
Expenses:
               
Direct voyage expenses
    (438 )      
Vessel operating expenses
            (5,821 )
Voyage expenses — related party
    (619 )      
Management fees — related party
    (617 )      
General and administration expenses
    (2,141 )     (597 )
General and administration expenses — related party
    (1,021 )      
Amortization of deferred dry-docking costs
    (9 )        
Depreciation
    (15,430 )      
 
           
 
               
Operating income (loss)
    22,213       (597 )
 
               
Other income (expense), net:
               
Interest and finance costs
    (2,819 )      
Interest and finance costs — shareholders
    (312 )      
Interest income — money market funds
    256       2,612  
Foreign currency exchange gains (losses), net
    (55 )      
 
           
 
    (2,930 )     2,612  
 
           
Net income
    19,283       2,015  
 
           
 
               
Net income per common share
               
 
               
Basic
    0.86       0.07  
 
           
 
               
Diluted
    0.80       0.05  
 
           
 
               
Weighted average common shares outstanding
               
 
               
Basic
    22,361,227       28,600,000  
 
           
 
               
Diluted
    24,621,227       40,867,846  
 
           
Seanergy Maritime Holdings Corp. and subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity
For the six months ended June 30, 2009
(In thousands of US Dollars, except for share and per share data, unless otherwise stated)
(Unaudited)
                                         
                         
    Common stock     Additional     Accumulated     Total shareholders’  
    # of Shares     Par value     paid-in capital     deficit     Equity  
Balance December 31, 2008
    22,361,227       2       166,361       (34,798 )     131,565  
Net income for the six months ended June 30, 2009
                      19,283       19,283  
 
                             
 
                                       
Balance June 30, 2009
    22,361,227       2       166,361       (15,515 )     150,848  
 
                             
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Seanergy Maritime Holdings Corp. and subsidiaries
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 2009 and 2008
(In thousands of US Dollars, except for share and per share data, unless otherwise stated)
(Unaudited)
                 
    Six months ended June 30,  
    2009     2008  
Cash flows from operating activities:
               
Net income
    19,283       2,015  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation
    15,430        
Deferred dry-docking costs
    (2,245 )        
Amortization of deferred finance charges and dry-dock
    397        
Changes in operating assets and liabilities:
               
(Increase) decrease in -
               
Advances (trade) to related party
    795        
Inventories
    176        
Trade accounts and other receivables
    (27 )      
Prepaid insurance expenses
    389        
Prepaid expenses and other current assets — related parties
    (20 )      
Prepaid expenses and other current assets
          52  
Accrued expenses
    1,323        
Trade accounts and other payables
    (209 )     (212 )
Due to underwriters
    (286 )      
Accrued charges on convertible note due to shareholders
    411        
Premium amortization on convertible note due to shareholders
    (181 )      
Accrued interest
    (54 )      
Deferred revenue — related party
    (682 )      
 
           
Net cash provided by operating activities
    34,500       1,855  
 
           
Cash flows from investing activities:
               
Increase in trust account from interest earned on funds held in trust
          (3,670 )
Withdrawals from trust account
          4,501  
Payment of acquisition costs
          (321 )
Additions to vessels
    (6 )        
Additions to office furniture and equipment
    (15 )      
 
           
Net cash provided by investing activities
    (21 )      510  
 
           
Cash flows from financing activities:
               
Dividends paid
          (3,173 )
Repayment of long term debt
    (15,000 )      
 
           
Net cash used in financing activities
    (15,000 )     (3,173 )
 
           
Net increase (decrease) in cash
    19,479       (808 )
Cash and cash equivalents at beginning of period
    27,543       2,211  
 
           
Cash and cash equivalents at end of period
    47,022       1,403  
 
           
Cash paid for:
               
Interest
    2,501        
 
           
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About Seanergy Maritime Holdings Corp.
Seanergy Maritime Holdings Corp., the successor to Seanergy Maritime Corp., is a Marshall Islands corporation with its executive offices in Athens, Greece. The Company is engaged in the transportation of dry bulk cargoes through the ownership and operation of dry bulk carriers. The Company purchased and took delivery of six dry bulk carriers in the third and fourth quarters of 2008 from companies associated with members of the Restis family. Its current fleet is comprised of two Panamax, two Supramax and two Handysize dry bulk carriers with a combined cargo-carrying capacity of 316,676 dwt and an average fleet age of approximately 11 years.
The Company’s common stock and warrants trade on the NASDAQ Global Market under the symbols SHIP and SHIP.W, respectively. Prior to October 15, 2008, the Company’s common stock and warrants traded on the NYSE Alternext US LLC (formally known as AMEX) under the symbols SRG, SRG.W, respectively.
For further information please visit our website at www.seanergymaritime.com
Forward-Looking Statements
This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company’s growth strategy and measures to implement such strategy. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that such expectations will prove to have been correct, these statements involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission. The Company’s filings can be obtained free of charge on the SEC’s website at www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
For further information please contact:
Seanergy Maritime Holdings Corp.
Dale Ploughman
Chief Executive Officer
Tel: +30 210 9638461 E-mail: ir@seanergymaritime.com
Investor Relations / Media
Capital Link, Inc.
Paul Lampoutis
230 Park Avenue Suite 1536
New York, NY 10169
Tel. (212) 661-7566 E-mail: seanergy@capitallink.com
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