##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 20-F
 o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from __________ to ___________
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report: Not applicable
 Commission file number _________
 SEANERGY MARITIME HOLDINGS CORP.
 
 (Exact name of Registrant as specified in its charter)
 
 (Translation of Registrants name into English)
 Republic of the Marshall Islands
 
 (Jurisdiction of incorporation or organization)
 1-3 Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece
 
 (Address of principal executive offices)
 Dale Ploughman, Chief Executive Officer
Seanergy Maritime Holdings Corp.
1-3 Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece
Telephone: 30 210 9638461, Fax: 30 210 9638450
 
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  Title of class
    
    Name of exchange on which registeredShares of common stock, par value $0.0001 per share
    
    NASDAQ Global MarketWarrants to purchase shares of common stock
    
    NASDAQ Global Market
    o þ
 o þ
 þ o
 o þ
  Large accelerated filer o
    
    Non-accelerated filer þ
    
    Accelerated filer o
  U.S. GAAP þ
    
    International Financial
Reporting Standards as issued
by the International Accounting
Standards Board o           Other o
  o o
  o þ




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TABLE OF CONTENTS
 PagePART
IITEM 
1.
    

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    1ITEM 2.
    

OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    1ITEM 3.
    

KEY INFORMATION
    
    
    1ITEM 4.
    

INFORMATION ON THE COMPANY
    
    
    30ITEM 4A.
    

UNRESOLVED STAFF COMMENTS
    
    
    46ITEM 5.
    

OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    47ITEM 6.
    

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    70ITEM 7.
    

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    77ITEM 8.
    

FINANCIAL INFORMATION
    
    
    82ITEM 9.
    

THE OFFER AND LISTING
    
    
    82ITEM 10.
    

ADDITIONAL INFORMATION
    
    
    83ITEM 11.
    

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    98ITEM 12.
    

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    98PART IIITEM 13.
    

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    98ITEM 14.
    

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
    
    
    98ITEM 15.
    

CONTROLS AND PROCEDURES
    
    
    99ITEM 16A.
    

AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    100ITEM 16B.
    

CODE OF ETHICS
    
    
    100ITEM 16C.
    

PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    100ITEM 16D.
    

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    101ITEM 16E.
    

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
    
    
    101ITEM 16F.
    

CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
    
    
    101ITEM 16G.
    

CORPORATE GOVERNANCE
    
    
    102PART IIIITEM 17.
    

FINANCIAL STATEMENTS
    
    
    102ITEM 18.
    

FINANCIAL STATEMENTS
    
    
    102ITEM 19.
    

EXHIBITS
    
    
    102EX-12.1EX-12.2EX-13.1EX-13.2
  i




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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
  
    
    our future operating or financial results;
    
    our financial condition and liquidity, including our ability to obtain additional financing
in the future to fund capital expenditures, acquisitions and other general corporate activities;
    
    our ability to pay dividends in the future;
    
    dry bulk shipping industry trends, including charter rates and factors affecting vessel
supply and demand;
    
    future, pending or recent acquisitions, business strategy, areas of possible expansion, and
expected capital spending or operating expenses;
    
    the useful lives and changes in the value of our vessels and their impact on our compliance
with loan covenants;
    
    availability of crew, number of off-hire days, dry-docking requirements and insurance costs;
    
    global and regional economic and political conditions;
    
    our ability to leverage Safbulks and ESTs relationships and reputation in the dry bulk
shipping industry;
    
    changes in seaborne and other transportation patterns;
    
    changes in governmental rules and regulations or actions taken by regulatory authorities;
    
    potential liability from future litigation and incidents involving our vessels;
    
    acts of terrorism and other hostilities; and
    
    other factors discussed in Item 3D. Risk Factors.
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PART I
 References in this annual report to Seanergy, we, us, or our company refer to Seanergy
Maritime Holdings Corp. and our subsidiaries but if the context otherwise requires, may refer only
to Seanergy Maritime Holdings Corp. References in this annual report to Seanergy Maritime refer
to our predecessor, Seanergy Maritime Corp.
 
 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3. KEY INFORMATION
 A. Selected Financial Information
   1




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FromInception(August 15,2006) toYears Ended December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006Statement of Income Data:Vessel revenue, net
    
    
    87,897
    
    
    
    34,453
    
    
    
    
    
    
    
    Direct voyage expenses
    
    
    (753
    )
    
    
    (151
    )
    
    
    
    
    
    
    Vessel operating expenses
    
    
    (16,222
    )
    
    
    (3,180
    )
    
    
    
    
    
    
    Voyage expenses  related party
    
    
    (1,119
    )
    
    
    (440
    )
    
    
    
    
    
    
    Management fees  related party
    
    
    (1,715
    )
    
    
    (388
    )
    
    
    
    
    
    
    General and administration expenses
    
    
    (5,928
    )
    
    
    (2,161
    )
    
    
    (445
    )
    
    
    (5
    )General and administration expenses 
related party
    
    
    (742
    )
    
    
    (109
    )
    
    
    
    
    
    
    Amortization of deferred dry-docking
costs
    
    
    (1,045
    )
    
    
    
    
    
    
    
    
    
    
    Depreciation
    
    
    (26,812
    )
    
    
    (9,929
    )
    
    
    
    
    
    
    Goodwill impairment loss
    
    
    
    
    
    
    (44,795
    )
    
    
    
    
    
    
    Vessels impairment loss
    
    
    
    
    
    
    (4,530
    )
    
    
    
    
    
    
    Gain from acquisition of subsidiary
    
    
    6,813
    
    
    
    
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    40,374
    
    
    
    (31,230
    )
    
    
    (445
    )
    
    
    (5
    )Interest and finance costs
    
    
    (7,230
    )
    
    
    (3,895
    )
    
    
    (45
    )
    
    
    Interest and
finance costs  shareholders
    
    
    (386
    )
    
    
    (182
    )
    
    
    (13
    )
    
    
    Interest
income  money market funds
    
    
    430
    
    
    
    3,361
    
    
    
    1,948
    
    
    
    1Loss on interest rate swaps
    
    
    (1,575
    )
    
    
    
    
    
    
    
    
    
    
    Foreign currency exchange losses, net
    
    
    (44
    )
    
    
    (39
    )
    
    
    
    
    
    
    Net income (loss)
    
    
    31,569
    
    
    
    (31,985
    )
    
    
    1,445
    
    
    
    (4
    )Less: Net income attributable to the
noncontrolling interest
    
    
    1,517
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss) attributable to
Seanergy Maritime Holdings Corp.
Shareholders
    
    
    30,052
    
    
    
    (31,985
    )
    
    
    1,445
    
    
    
    (4
    )Net income (loss) per common shareBasic
    
    
    1.16
    
    
    
    (1.21
    )
    
    
    0.12
    
    
    
    0.00Diluted
    
    
    1.00
    
    
    
    (1.21
    )
    
    
    0.10
    
    
    
    0.00Weighted average common shares
outstandingBasic
    
    
    25,882,967
    
    
    
    26,452,291
    
    
    
    11,754,095
    
    
    
    7,264,893Diluted
    
    
    30,529,281
    
    
    
    26,452,291
    
    
    
    15,036,283
    
    
    
    7,264,893Dividends declared per share
    
    
    
    
    
    
    0.1842
    
    
    
    
    
    
    
    
 As of December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006Balance Sheet Data:Total current assets
    
    
    67,473
    
    
    
    29,814
    
    
    
    235,213
    
    
    
    376Vessels, net
    
    
    444,820
    
    
    
    345,622
    
    
    
    
    
    
    
    Total assets
    
    
    538,452
    
    
    
    378,202
    
    
    
    235,213
    
    
    
    632Total current liabilities,
including current portion of
long-term debt
    
    
    42,138
    
    
    
    32,999
    
    
    
    5,995
    
    
    
    611Long-term debt, net of current
portion
    
    
    267,360
    
    
    
    213,638
    
    
    
    
    
    
    
    Total Seanergy shareholders equity
    
    
    208,489
    
    
    
    131,565
    
    
    
    148,369
    
    
    
    20Non controlling interest
    
    
    18,330
    
    
    
    
    
    
    
    
    
    
    
    Total equity
    
    
    226,819
    
    
    
    131,565
    
    
    
    148,369
    
    
    
    20
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FromInception(August 15,2006 toYears Ended December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006Cash Flow Data:Net cash provided
by (used in)
operating
activities
    
    
    43,208
    
    
    
    25,700
    
    
    
    1,585
    
    
    
    (20
    )Net cash provided
by (used in)
investing
activities
    
    
    36,353
    
    
    
    (142,919
    )
    
    
    (232,923
    )
    
    
    Net cash (used in)
provided by
financing
activities
    
    
    (43,497
    )
    
    
    142,551
    
    
    
    233,193
    
    
    
    376
 B. Capitalization and Indebtedness
  C. Reasons for the Offer and Use of Proceeds
  D. Risk Factors
 Some of the following risks relate principally to the industry in which we operate and our
business in general. The risks and uncertainties described below are not the only ones we face.
Additional risks and uncertainties not presently know to us or that we currently deem immaterial
also may impair our business operations. If any of the following risks occur, our business,
financial condition, operating results and cash flows could be materially adversely affected and
the trading price of our securities could decline.
 Industry Risk Factors Relating to Seanergy
 Investment in a company in the dry bulk shipping industry involves a high degree of risk.
  
    
    a decrease in available financing for vessels;
    
    no active secondhand market for the sale of vessels;
    
    a sharp decline in charter rates, particularly for vessels employed in the spot
market;
    
    charterers seeking to renegotiate the rates for existing time charters;
 3




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
    
    widespread loan covenant defaults in the dry bulk shipping industry due to the
substantial decrease in vessel values; and
    
    declaration of bankruptcy by some operators, charterers and shipowners.
 The dry bulk shipping industry is cyclical and volatile, and this may lead to further reductions
and volatility of charter rates, vessel values and results of operations.
   
    
    demand for and production of dry bulk products;
    
    the distance cargo is to be moved by sea;
    
    global and regional economic and political conditions;
    
    environmental and other regulatory developments; and
    
    changes in seaborne and other transportation patterns, including changes in the
distances over which cargo is transported due to
geographic changes in where commodities are produced and cargoes are
used.
  
    
    the number of new vessel deliveries;
    
    the scrapping rate of older vessels;
    
    vessel casualties;
    
    the price of steel;
    
    the number of vessels that are out of service;
    
    changes in environmental and other regulations that may limit the useful life of
vessels; and
    
    port or canal congestion.
  While the drybulk carrier charter market has recently strengthened, it remains significantly below
its high in 2008, which has and may continue to adversely affect our revenues, earnings and
profitability and our ability to comply with our loan covenants.
  4




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While there are certain signs that the economic recession has ended in certain countries, there is
still considerable instability in the world economy, which could initiate a new economic downturn,
or introduce volatility in the global markets. A global economic downturn, or volatility in the
global markets, especially in the Asian region, could reduce drybulk trade and demand, which could
reduce charter rates and have a material adverse effect on our business, financial condition and
results of operations.
  Future growth in dry bulk shipping will depend on a return to economic growth in the world
economy that exceeds growth in vessel capacity. A further decline in charter rates would adversely
affect our revenue stream and could have an adverse effect on our financial condition and results
of operations.
   5




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An oversupply of dry bulk carrier capacity may lead to reductions in charter rates and our
profitability.
  Changes in the economic and political environment in China and policies adopted by the
government to regulate its economy may have a material adverse effect on our business, financial
condition and results of operations.
  The economic slowdown in the Asia Pacific region could have a material adverse effect on our
business, financial position and results of operations.
  6




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Risks involved with operating ocean-going vessels could affect our business and reputation,
which would adversely affect our revenues.
  
    
    crew strikes and/or boycotts;
    
    marine disaster;
    
    piracy;
    
    environmental accidents;
    
    cargo and property losses or damage; and
    
    business interruptions caused by mechanical failure, human error, war, terrorism,
political action in various countries or adverse weather conditions.
  Our vessels may suffer damage and we may face unexpected dry-docking costs, which could
adversely affect our cash flow and financial condition.
  Turbulence in the financial services markets and the tightening of credit may affect the
ability of purchasers of dry bulk cargo to obtain letters of credit to purchase dry bulk goods,
resulting in declines in the demand for vessels.
  As we expand our business, we will need to improve or expand our operations and financial systems,
staff and crew; if we cannot improve these systems or recruit suitable employees, our performance
may be adversely affected.
  7




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Unless we set aside reserves for vessel replacement, at the end of a vessels useful life, our
revenue will decline, which would adversely affect our cash flows and income.
  The aging of our fleet may result in increased operating costs in the future, which could adversely
affect our ability to operate our vessels profitably.
   Technological innovation could reduce our charterhire income and the value of our vessels.
  If we acquire additional dry bulk carriers and those vessels are not delivered on time or are
delivered with significant defects, our earnings and financial condition could suffer.
  Rising fuel prices may adversely affect our profits.
  8




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We may become dependent on spot charters in the volatile shipping markets which may have an
adverse impact on stable cash flows and revenues.
  Our operations are subject to seasonal fluctuations, which could affect our operating results.
  We are subject to regulation and liability under environmental laws that could require
significant expenditures and affect our cash flows and net income.
   9




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Increased inspection procedures, tighter import and export controls and survey requirements could
increase costs and disrupt our business.
    Acts of piracy on ocean-going vessels have recently increased in frequency, which could
adversely affect our business.
  10




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Terrorism and other events outside our control may negatively affect our operations and
financial condition.
   The operation of dry bulk carriers has particular operational risks which could affect our
earnings and cash flow.
  If any of our vessels fails to maintain its class certification and/or fails any annual survey,
intermediate survey, or special survey, or if any scheduled dry-docks take longer or are more
expensive than anticipated, this could have a material adverse impact on our financial condition
and results of operations.
   11




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Because our seafaring employees are covered by industry-wide collective bargaining agreements,
failure of industry groups to renew those agreements may disrupt our operations and adversely
affect our earnings.
  Maritime claimants could arrest our vessels, which could interrupt its cash flow.
   Governments could requisition our vessels during a period of war or emergency, resulting in
loss of earnings.
  12




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Risk Factors Relating to Seanergy
 We are currently in compliance with the terms of our loan with Marfin only because we have
received waivers and/or amendments to the Marfin loan agreement waiving our compliance with a
certain covenant for certain periods of time. The waivers and/or amendments impose additional
operating and financial restrictions on us and modify the application of the terms of our existing
loan agreement. Any extensions of these waivers, if needed, could contain additional restrictions
and might not be granted at all.
    13




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We are currently in compliance with the terms of our loan facility with Citibank only because we
entered into a supplemental agreement to the Citibank loan agreement waiving our compliance with a
certain covenant for certain periods of time. The supplemental agreement imposes additional
operating and financial restrictions on us and modifies the application of the terms of our
existing loan agreement.
   (1)
    
    applicable margin for the period between July 1, 2009 and ending on June 30, 2010
(the amendment period) shall be increased to two per cent (2%) per annum;(2)
    
    the borrowers to pay part of the loan in the amount of $20 million;(3)
    
    the borrowers and the corporate guarantor have requested and the creditors consented
to
 a.
    
    the temporary reduction of the security requirement during the
amendment period to 100%; andb.
    
    the temporary reduction of the minimum equity ratio requirement of
the principal corporate guarantee to be amended from 0.30:1.0 to 0.175:1.0 during
the amendment period at the end of the accounting periods ending on December 31,
2009 and June 30, 2010.
 Our debt financing contains restrictive covenants that may limit our liquidity and corporate
activities.
  
    
    incur additional indebtedness;
    
    create liens on our or our subsidiaries assets;
    
    sell capital stock of our subsidiaries;
    
    engage in any business other than the operation of the vessels;
    
    pay dividends;
    
    change or terminate the management of the vessels or terminate or materially amend the
management agreement relating to each vessel; and
    
    sell the vessels.
  
    
    The ratio of total liabilities to total assets;
    
    The ratio of total net debt owed to LTM (last twelve months) EBITDA;
    
    The ratio of LTM EBITDA to net interest expense;
    
    Cash to net debt;
    
    A security margin, or the Security Margin Clause, whereby the aggregate market value
of the vessels and the value of any additional security is required to be at least 135% of the
aggregate of the debt financing and any amount available for drawing under the revolving facility,
less the aggregate amount of all deposits maintained. A waiver from Marfin has been received with
respect to this clause.
  14




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The derivative contracts we have entered into to hedge our exposure to fluctuations in
interest rates could result in higher than market interest rates and charges against our income.
  Our ability to successfully implement our business plans depends on our ability to obtain
additional financing, which may affect the value of your investment in the Company.
   15




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We cannot assure you that we will be able to refinance indebtedness incurred under our credit
facilities.
  The value of our vessels has fluctuated, and may continue to fluctuate significantly, due in large
part to the sharp decline in the world economy and the charter market. A significant decline in
vessel values could result in losses when we sell our vessels or could result in a requirement that
we write down their carrying value, which would adversely affect our earnings. In addition, a
decline in vessel values could adversely impact our ability to raise additional capital and would
likely cause us to violate certain covenants in our loan agreements that relate to vessel value.
   
    
    economic and market conditions affecting the shipping industry in general;
    
    supply of dry bulk vessels, including newbuildings;
    
    demand for dry bulk vessels;
    
    types, sizes and ages of vessels;
    
    other modes of transportation;
    
    competition from other shipping companies;
    
    cost of newbuildings;
    
    technological advances;
    
    new regulatory requirements from governments or self-regulated organizations; and
    
    prevailing level of charter rates.
  16




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If we fail to manage our growth properly, we may not be able to manage our recently expanded
fleet successfully, and we may not be able to expand our fleet further if we desire to do so,
adversely affecting our overall financial position.
   
    
    locating and acquiring suitable vessels at competitive prices;
    
    identifying and consummating acquisitions or joint ventures;
    
    integrating any acquired vessels successfully with our existing operations;
    
    enhancing our customer base;
    
    managing our expansion; and
    
    obtaining required financing, which could include debt, equity or combinations
thereof.
  Our charterers may terminate or default on their charters, which could adversely affect our results
of operations and cash flow.
  We face strong competition.
  17




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Servicing debt will limit funds available for other purposes, including capital expenditures and
payment of dividends.
    Credit market volatility may affect our ability to refinance our existing debt, borrow funds
under our revolving credit facility or incur additional debt.
  18




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Increases in interest rates could increase interest payable under our variable rate
indebtedness.
  In the highly competitive international dry bulk shipping industry, we may not be able to compete
for charters with new entrants or established companies with greater resources, which may adversely
affect our results of operations.
  Rising crew costs may adversely affect our profits.
  We may not be able to take advantage of favorable opportunities in the current spot market, if any,
with respect to the majority of our vessels, all of which are employed on 11 to 13, 22 to 25 and 22
to 26 months time charters.
  When our charters expire, we may not be able to replace such charters promptly or with
profitable charters, which may adversely affect our earnings.
  19




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Because we obtain some of our insurance through protection and indemnity associations, we may also
be subject to calls, or premiums, in amounts based not only on our own claim records, but also on
the claim records of all other members of the protection and indemnity associations.
  We may not be able to attract and retain key management personnel and other employees in the
shipping industry, which may negatively affect the effectiveness of our management and our results
of operations.
  Purchasing and operating second hand vessels may result in increased operating costs and
vessel off-hire, which could adversely affect our earnings.
     We may not have adequate insurance to compensate us if we lose our vessels, which may have a
material adverse effect on our financial condition and results of operations.
  20




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We depend on our commercial and technical managers to operate our business and our business
could be harmed if our managers failed to perform their services satisfactorily.
   
    
    renew existing charters upon their expiration;
    
    obtain new charters;
    
    obtain financing on commercially acceptable terms;
    
    maintain satisfactory relationships with our charterers and suppliers; and
    
    successfully execute our business strategies.
    Management fees are payable to our technical manager regardless of our profitability, which could
have a material adverse effect on our business, financial condition and results of operations.
  It may be difficult to serve us with legal process or enforce judgments against us, our directors
or our management.
  21




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Risk Factors Relating to Conflicts of Interest
 We are dependent on each of EST and Safbulk for the management and commercial brokerage of our
fleet.
  EST and Safbulk are privately held companies and there is little or no publicly available
information about them.
  We outsource, and expect to continue to outsource, the management and commercial brokerage of
our fleet to companies that are affiliated with members of the Restis family, which may create
conflicts of interest.
  Because South African Marine Corporation, S.A. is the sole counterparty on the time charters
for seven of our vessels, the failure of this counterparty to meet its obligations could cause us
to suffer losses, thereby decreasing our revenues, operating results and cash flows.
  22




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The Restis affiliate shareholders hold approximately 52.62% of our outstanding common stock
and the founding shareholders of Seanergy Maritime hold approximately 5.49% of our outstanding
common stock. This may limit your ability to influence our actions.
   The majority of the members of our shipping committee and our nominees to the BET board of
directors are appointees nominated by affiliates of members of the Restis family, which could
create conflicts of interest detrimental to us.
  23




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Risk Factors Relating to Our Common Stock
 The market price of our common stock has been and may in the future be subject to significant
fluctuations.
  
    
    quarterly variations in our results of operations;
    
    our lenders willingness to extend our loan covenant waivers, if necessary;
    
    changes in market valuations of similar companies and stock market price and volume
fluctuations generally;
    
    changes in earnings estimates or publication of research reports by analysts;
    
    speculation in the press or investment community about our business or the shipping
industry generally;
    
    strategic actions by us or our competitors such as acquisitions or restructurings;
    
    the thin trading market for our common stock, which makes it somewhat illiquid;
    
    the current ineligibility of our common stock to be the subject of margin loans
because of its low current market price;
    
    regulatory developments;
    
    additions or departures of key personnel;
    
    general market conditions; and
    
    domestic and international economic, market and currency factors unrelated to our
performance.
  Our common stock could be delisted from the NASDAQ Global Market, which could negatively
impact the price of our common stock and our ability to access the capital markets.
  24




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##### Table of Contents



Our board of directors has suspended the payment of cash dividends as a result of certain
restrictions in waivers we received from Marfin relating to our loan covenants and prevailing
market conditions in the international shipping industry. Until such market conditions improve, it
is unlikely that we will reinstate the payment of dividends.
  We are incorporated in the Republic of the Marshall Islands, which does not have a
well-developed body of corporate law, which may negatively affect the ability of shareholders to
protect their interests.
  We are incorporated under the laws of the Republic of the Marshall Islands and our directors
and officers are non-U.S. residents. Although you may bring an original action in the courts of the
Marshall Islands or obtain a judgment against us or our directors or management based on U.S. laws
in the event you believe your rights as a shareholder have been infringed, it may be difficult to
enforce judgments against us or our directors or management.
   25




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##### Table of Contents




    
    authorize our board of directors to issue blank check preferred stock without
shareholder approval;
    
    provide for a classified board of directors with staggered, three-year terms;
    
    require a super-majority vote in order to amend the provisions regarding our
classified board of directors with staggered, three-year terms;
    
    permit the removal of any director from office at any time, with or without cause, at
the request of the shareholder group entitled to designate such director;
    
    allow vacancies on the board of directors to be filled by the shareholder group
entitled to name the director whose resignation or removal led to the occurrence of the vacancy;
    
    require that our board of directors fill any vacancies on the shipping committee with
the nominees selected by the party that nominated the person whose resignation or removal has
caused such vacancies; and
    
    prevent our board of directors from dissolving the shipping committee or altering the
duties or composition of the shipping committee without an affirmative vote of not less than 80% of
the board of directors.
  We may be classified as a passive foreign investment company, or PFIC, which could result in
adverse U.S. federal income tax consequences to U.S. holders of our common stock.
   We may have to pay tax on U.S. source income, which would reduce our earnings.
  26




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##### Table of Contents



The enactment of proposed legislation could affect whether dividends paid by us constitute
qualified dividend income eligible for a preferential rate of United States federal income
taxation.
  27




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##### Table of Contents



We, as a non-U.S. company, have elected to comply with the less stringent reporting
requirements of the Exchange Act, as a foreign private issuer.
    
    
    a majority of our board of directors must be independent directors;
    
    the compensation of our chief executive officer must be determined or recommended by a
majority of the independent directors or a compensation committee comprised solely of independent
directors;
    
    our director nominees must be selected or recommended by a majority of the independent
directors or a nomination committee comprised solely of independent directors; and
    
    certain issuances of 20% or more of our common stock must be subject to shareholder
approval.
  28




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##### Table of Contents



We are a holding company and will depend on the ability of our subsidiaries to distribute
funds to us in order to satisfy financial obligations or to make dividend payments.
  We only own 50% of BET, although we consolidate its results; in certain circumstances we could be
required to sell our interest in BET or acquire the interest that we do not currently own.
  Future sales of our common stock may depress our stock price.
  Issuance of preferred stock may adversely affect the voting power of our shareholders and have the
effect of discouraging, delaying or preventing a merger or acquisition, which could adversely
affect the market price of our common stock.
  You may experience dilution as a result of the exercise of our warrants.
  29




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##### Table of Contents



ITEM 4.
    
    INFORMATION ON THE COMPANY
 Incorporation of Seanergy and Seanergy Maritime
   Initial Public Offering of Seanergy Maritime
  Business Combination
   30




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##### Table of Contents



Dissolution and Liquidation
   Purchase of Controlling Interest in BET
   Our Fleet
  Vessel
    
    Flag
    
    Type
    
    DWT
    
    Year BuiltAfrican Oryx
    
    Bahamas
    
    Handysize
    
    
    24,110
    
    
    
    1997African Zebra
    
    Bahamas
    
    Handymax
    
    
    38,623
    
    
    
    1985Bremen Max
    
    Isle of Man
    
    Panamax
    
    
    73,503
    
    
    
    1993Hamburg Max
    
    Isle of Man
    
    Panamax
    
    
    72,338
    
    
    
    1994Davakis G. (1)
    
    Bahamas
    
    Supramax
    
    
    54,051
    
    
    
    2008Delos Ranger (1)
    
    Bahamas
    
    Supramax
    
    
    54,051
    
    
    
    2008BET Commander (2)
    
    Isle of Man
    
    Capesize
    
    
    149,507
    
    
    
    1991BET Fighter (2)
    
    Isle of Man
    
    Capesize
    
    
    173,149
    
    
    
    1992BET Prince (2)
    
    Isle of Man
    
    Capesize
    
    
    163,554
    
    
    
    1995BET Scouter (2)
    
    Isle of Man
    
    Capesize
    
    
    171,175
    
    
    
    1995BET Intruder (2)
    
    Isle of Man
    
    Panamax
    
    
    69,235
    
    
    
    1993
 
 (1)
    
    Sister ships.(2)
    
    Vessels owned by BET. 31




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##### Table of Contents



 Capesize.
  Panamax
  Handymax/Supramax
  Handysize
 Charter Party Agreements
    32




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##### Table of Contents



Management of Our Fleet
  Brokerage Agreement
  Management Agreement
   33




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##### Table of Contents



Shipping Committee
   BET
   Shareholders Agreement
  34




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##### Table of Contents



BET Loan Agreement
    35




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##### Table of Contents



(1)
    
    the applicable margin for the period between July 1, 2009 and ending on June 30, 2010 (the
amendment period) shall be increased to two per cent (2%) per annum;(2)
    
    the borrowers to pay to the agent a restructuring fee of $286,198.91 and a part of the
loan in the amount of $20,000,000; and(3)
    
    the borrowers and the corporate guarantor have requested and the creditors consented to:
 (a)
    
    the temporary reduction of the security requirement during the amendment period from 125%
to 100%; and(b)
    
    the temporary reduction of the minimum equity ratio requirement of the principal corporate
guarantee to be amended from 0.30: 1.0 to 0.175:1.0 during the amendment period at the end of the
accounting periods ending on December 31, 2009 and June 30, 2010.
  Distinguishing Factors and Business Strategy
   Extensive Industry Visibility.
  Established Customer Relationships.
  Experienced and Dedicated Management Team.
 36




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##### Table of Contents




    
    We secured charter agreements for our initial fleet prior to the market decline in
May 2008 with SAMC, which honored its contractual obligations, providing us with a
secure cash flow throughout the terms of the charters. As a result, for the year ended
December 31, 2009, we earned $87.9 million of net vessel revenue and net income of
$30.1 million. Our cash reserves were $63.6 million as of December 31, 2009, which
reflected the $43.2 million in cash from operations we generated during the period.
 
    
    In August 2009, we completed the acquisition of a 50% ownership interest in BET. We
acquired a 50% interest of net assets of $13.6 million for cash consideration of $1.
As a result of this transaction, we almost doubled our fleet to 11 vessels and
increased the dwt of our fleet by 229%, while also positioning us in the Capesize
sector. The acquisition is immediately earnings accretive, improving our margins and
cash flow, based on the charters currently in place for the vessels acquired as
described above under Our Fleet.
 
    
    We have also secured time charter agreements of various durations, with our longest
time charter expiring on January 16, 2012. Time charters cover 95% of 2010 days and
51% of 2011 days.
 
    
    We also received, during the same period, a waiver on the loan-to-value covenant
from our lender.
 
    
    In August 2009, we negotiated the conversion of a $28.25 million convertible
promissory note due to an affiliate August 2010, plus all fees and interest due on
such note, in exchange for 6,585,868 shares of our common stock. With this conversion,
we reduced our debt, and the resulting debt service obligations, without depleting our
cash reserves.
 
    
    For the twelve months ended September 30, 2009, we achieved the EBITDA target
agreed to in connection with our August 2008 acquisition of our initial fleet from the
Restis family.
  Highly Efficient Operations and High Quality Fleet.
  Balanced Chartering Strategies.
  Broad Fleet Profile.
 37




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##### Table of Contents



 Fleet Growth Potential.
 The Dry Bulk Shipping Industry
   Charter Hire Rates
     38




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##### Table of Contents



Properties
  Competition
  Environmental and Other Regulations
    International Maritime Organization
  39




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##### Table of Contents



The United States Oil Pollution Act of 1990
    40




---



##### Table of Contents



CERCLA
   The United States Clean Water Act
  41




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##### Table of Contents



The Clean Air Act
  Other Environmental Initiatives
  42




---



##### Table of Contents



43




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##### Table of Contents



Greenhouse Gas Regulation
  Vessel Security Regulations
  
 
 
 
  Inspection by Classification Societies
  44




---



##### Table of Contents



Vessel
    
    Next Schedule Dry-Dock
    
    Estimated CostAfrican Oryx
    
    January 2011
    
    $
    900,000African Zebra
    
    February 2011
    
    $
    1,000,000Bremen Max
    
    June 2011
    
    $
    1,000,000Hamburg Max
    
    June 2012
    
    $
    1,000,000Davakis G.
    
    May 2011
    
    $
    500,000Delos Ranger
    
    August 2011
    
    $
    500,000BET Commander*
    
    August 2011
    
    $
    1,200,000BET Fighter*
    
    September 2010
    
    $
    1,200,000BET Prince*
    
    May 2010
    
    $
    1,200,000BET Scouter*
    
    April 2010
    
    $
    1,200,000BET Intruder*
    
    March 2011
    
    $
    1,000,000
 
 *
    
    Vessels owned by BET     Risk of Loss and Liability Insurance
 General
  45




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##### Table of Contents



Hull and Machinery Insurance
   Protection and Indemnity Insurance
   Legal Proceedings
  Exchange Controls
  
 ITEM 4A.
    
    UNRESOLVED STAFF COMMENTS
 None.
 46




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##### Table of Contents



ITEM 5.
    
    OPERATING AND FINANCIAL REVIEW AND PROSPECTS
 You should read the following discussion and analysis of our consolidated financial condition
and results of operations together with our consolidated financial statements and notes thereto
that appear elsewhere in this annual report. Seanergys consolidated financial statements have been
prepared in conformity with United States Generally Accepted Accounting Principles (US GAAP).
This discussion and analysis contains forward-looking statements that involve risks, uncertainties,
and assumptions. Actual results may differ materially from those anticipated in these
forward-looking statements.
  A. Operating Results
 Factors Affecting our Results of Operations
 Overview
       47




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##### Table of Contents



Recent Accounting Pronouncements
  Critical Accounting Policies and Estimates
  Business combination  allocation of the purchase price in a business combination
   48




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##### Table of Contents



Cash
    
    
    36,374Restricted cash
    
    
    1,381Trade and other receivables
    
    
    2,844Inventories
    
    
    1,476Vessels
    
    
    126,000Current portion of long term debt
    
    
    (16,573
    )Accounts payable and accruals
    
    
    (5,722
    )Acquired time charters
    
    
    (710
    )Derivative instruments
    
    
    (4,917
    )Long term debt net of current portion
    
    
    (126,527
    )Noncontrolling interest
    
    
    (6,813
    )Excess of fair value of assets acquired and liabilities assumed over consideration paid
    
    
    (6,813
    )
  Impairment of long-lived assets
  49




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Goodwill impairment
  Vessel depreciation
 th
  50




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##### Table of Contents



Dry-docking costs
  Variable interest entities
  Important Measures for Analyzing Results of Operations Following the Vessel Acquisition
  Ownership days.
 Available days.
 Operating days.
 Fleet utilization.
 Off-hire.
 Time charter.
 51




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##### Table of Contents



TCE.
 Revenues
  
    
    The nature and duration of our charters;
 
    
    The amount of time that we spent repositioning our vessels;
 
    
    The amount of time that our vessels spent in dry-dock undergoing repairs;
 
    
    Maintenance and upgrade work;
 
    
    The age, condition and specifications of our vessels;
 
    
    The levels of supply and demand in the dry bulk carrier transportation market; and
 
    
    Other factors affecting charter rates for dry bulk carriers under voyage charters.
     Vessel Operating Expenses
  52




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##### Table of Contents



Depreciation
 th
 Seasonality
  Principal Factors Affecting Our Business
  
    
    Number of vessels owned and operated;
 
    
    Charter market rates and periods of charter hire;
 
    
    Vessel operating expenses and direct voyage costs, which were incurred in both
U.S. dollars and other currencies, primarily Euros;
 
    
    Depreciation expenses, which are a function of vessel cost, any significant
post-acquisition improvements, estimated useful lives, estimated residual scrap
values, and fluctuations in the market value of our vessels;
 
    
    Financing costs related to indebtedness associated with the vessels; and
 
    
    Fluctuations in foreign exchange rates.
 53




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##### Table of Contents



Performance Indicators
  Year Ended December 31,2009
    
    
    2008Fleet Data:Average number of vessels(1)
    
    
    7.9
    
    
    
    5.5Ownership days(2)
    
    
    2,895
    
    
    
    686Available days(3)
    
    
    2,638
    
    
    
    686Operating days(4)
    
    
    2,614
    
    
    
    678Fleet utilization(5)
    
    
    90.3
    %
    
    
    98.9
    %Average Daily Results:Vessel TCE rate(6)
    
    $
    32,909
    
    
    $
    49,944Vessel operating expenses(7)
    
    $
    5,603
    
    
    $
    4,636Management fees(8)
    
    $
    592
    
    
    $
    566Total vessel operating expenses
    
    $
    6,195
    
    
    $
    5,202
 
 (1)
    
    Average number of vessels is the number of vessels that constituted our fleet for the
relevant period, as measured by the sum of the number of days each vessel was a part of our
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 our fleet over a period and
affect both the amount of revenues and the amount of expenses that we 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 year ended December
31, 2009, we incurred 257 off-hire days for vessel scheduled dry-docking.(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. Year Ended December 31,(In thousands of U.S. dollars, except operating day amounts)
    
    2009
    
    
    2008Net revenues from vessels
    
    $
    87,897
    
    
    $
    34,453Voyage expenses
    
    
    (753
    )
    
    
    (151
    )Voyage expenses  related party
    
    
    (1,119
    )
    
    
    (440
    )Net operating revenues
    
    $
    86,025
    
    
    $
    33,862Operating days
    
    
    2,614
    
    
    
    678Time charter equivalent rate
    
    $
    32,909
    
    
    $
    49,944
 (7)
    
    Average daily vessel operating expenses, which includes 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: 54




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##### Table of Contents



Year Ended December 31,(In thousands of U.S. dollars, except ownership days amounts)
    
    2009
    
    
    2008Operating expenses
    
    $
    16,222
    
    
    $
    3,180Ownership days
    
    
    2,895
    
    
    
    686Daily vessel operating expenses
    
    $
    5,603
    
    
    $
    4,636
 (8)
    
    Daily management fees are calculated by dividing total management fees by ownership days for
the relevant time period. Year ended December 31, 2009 (fiscal 2009) as compared to year ended December 31, 2008 (fiscal
2008)
 Vessel Revenue  Related Party, Net
 Vessel Revenue, Net 
 Direct Voyage Expenses
 Vessel Operating Expenses
 Voyage Expenses  Related Party
 Management Fees  Related Party
 55




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##### Table of Contents



General and Administration Expenses
 General and Administration Expenses Related Party
 Gain from Acquisition
 Depreciation
  Goodwill Impairment Loss
 56




---



##### Table of Contents



Vessels Impairment Loss
  Interest and Finance Costs
 Interest and Finance Costs Shareholders
 57




---



##### Table of Contents



Interest Income Money Market Funds
 Net Income/(Loss)
 Year ended December 31, 2008 (fiscal 2008) as compared to year ended December 31, 2007 (fiscal
2007)
 Vessel Revenue  Related Party, Net
 Direct Voyage Expenses
 Vessel Operating Expenses
 Voyage Expenses Related Party
 Management Fees Related Party
 58




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##### Table of Contents



General and Administration Expenses
 General and Administration Expenses Related Party
 Depreciation
  Goodwill Impairment Loss
 Vessels Impairment Loss
 59




---



##### Table of Contents



Interest and Finance Costs
 Interest Income Money Market Funds
 Net (Loss)/Income
 B. Liquidity and Capital Resources
    60




---



##### Table of Contents



61




---



##### Table of Contents



Derivatives
  Cash Flows
 Operating Activities:
 62




---



##### Table of Contents



Investing Activities:
  Financing Activities:
  Credit Facilities
 Marfin Revolving Credit Facility
    Marfin Term Facility and Addenda
  63




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##### Table of Contents




 
 64




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##### Table of Contents




 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 65




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##### Table of Contents



BET Loan Agreement and Supplemental Agreement
       66




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##### Table of Contents




 
 
 
 
 
 
 
 
 
 
 
 
  (1)
    
    the applicable margin for the period between July 1, 2009 and ending on June 30, 2010
(the amendment period) shall be increased to two per cent (2%) per annum;(2)
    
    the borrowers shall pay a part of the loan in the amount of $20,000,000; and(3)
    
    the borrowers and the corporate guarantor have requested and the creditors
consented to:
 a)
    
    the temporary reduction of the security requirement during the amendment
period from 125% to 100%; andb)
    
    the temporary reduction of the minimum equity ratio requirement
of the principal corporate guarantee to be amended from 0.30: 1.0 to 0.175:1.0
during the amendment period at the end of the accounting periods ending on
December 31, 2009 and June 30, 2010.
 67




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##### Table of Contents



Promissory Note
  Debt Repayment and Terms
  ReducingRevolvingTerm Facility
    
    Credit Facility
    
    
    BET Loan Facility
    
    
    Total2010
    
    $
    18,950
    
    
    $
    
    
    
    $
    14,256
    
    
    $
    33,2062011
    
    
    12,800
    
    
    
    6,845
    
    
    
    14,256
    
    
    
    33,9012012
    
    
    12,800
    
    
    
    12,000
    
    
    
    14,256
    
    
    
    39,0562013
    
    
    12,800
    
    
    
    12,000
    
    
    
    14,256
    
    
    
    39,0562014
    
    
    12,800
    
    
    
    12,000
    
    
    
    14,256
    
    
    
    39,056Thereafter
    
    
    59,600
    
    
    
    12,000
    
    
    
    44,691
    
    
    
    116,291$
    129,750
    
    
    $
    54,845
    
    
    $
    115,971
    
    
    $
    300,566
 Capital Requirements
   Vessel
    
    Next Schedule Dry-Dock
    
    
    Estimated CostAfrican Oryx
    
    January 2011
    
    $
    900,000African Zebra
    
    February 2011
    
    $
    1,000,000Bremen Max
    
    June 2011
    
    $
    1,000,000Hamburg Max
    
    June 2012
    
    $
    1,000,000Davakis G.
    
    May 2011
    
    $
    500,000Delos Ranger
    
    August 2011
    
    $
    500,000BET Commander*
    
    August 2011
    
    $
    1,200,000BET Fighter*
    
    September 2010
    
    $
    1,200,000BET Prince*
    
    May 2010
    
    $
    1,200,000BET Scouter*
    
    April 2010
    
    $
    1,200,000BET Intruder*
    
    March 2011
    
    $
    1,000,000
 
 *
    
    Vessels owned by BET 68




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##### Table of Contents



C. Research and development, patents and licenses, etc.
  D. Trend Information
  E. Off-balance Sheet Arrangements
  F. Contractual Obligations and Commercial Commitments
  Contractual
    
    
    
    
    
    less than 1
    
    
    
    
    
    
    
    
    
    
    more than 5Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsLong-term debt
    
    $
    300,566
    
    
    $
    33,206
    
    
    $
    72,957
    
    
    $
    78,112
    
    
    $
    116,291Interest expense (1)
    
    
    44,638
    
    
    
    12,003
    
    
    
    19,191
    
    
    
    10,861
    
    
    
    2,583Property lease (2)
    
    
    2,223
    
    
    
    732
    
    
    
    1,491
    
    
    
    
    
    
    
    Total
    
    $
    347,427
    
    
    $
    45,941
    
    
    $
    93,639
    
    
    $
    88,973
    
    
    $
    118,874
 
 1.
    
    The revolving credit facility bears interest at LIBOR plus a spread of 2.25%. As part of the
waiver, the spread has been increased to 3.50% until expiration of the waiver period. The term
facility bears interest at an annual rate of 3 month-LIBOR plus 1.5%, if the Companys ratio
of total assets to total liabilities is greater than 165%, which is to be increased to 1.75%
if the ratio is equal or less than 165%. As part of the new waiver, the spread has been
increased to 3.00% until expiration of the waiver period. The BET facility bears interest at a
three-month LIBOR plus a spread of 0.75%. Pursuant to the supplemental agreement, the spread
increased to 2% until July 1, 2010. In addition, the interest payments include the estimated
net settlement of our interest rate swaps.2.
    
    The property lease reflects our lease agreement with Waterfront for the lease of our
executive offices. The initial lease term is for a period of three years with an option to
extend for one more year. The lease payments are Euro 42,000 per month. The monthly payment
due under the property lease in U.S. dollars has been computed by using a Euro/U.S. dollar
exchange rate as of December 31, 2009, which was 1.00:$1.4321 and taking into account an
annual inflation of 1.2%. 69




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##### Table of Contents



G. Safe Harbor
  
 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Senior Management
  Name
    

    Age
    
    
    Position
    
    ClassGeorgios Koutsolioutsos
    
    40
    
    
    Chairman of the Board of Directors
    
    CDale Ploughman
    
    62
    
    
    Chief Executive Officer and Director
    
    BChristina Anagnostara
    
    38
    
    
    Chief Financial Officer and Director
    
    BAlexios Komninos
    
    44
    
    
    Director
    
    BKostas Koutsoubelis
    
    55
    
    
    Director
    
    CElias Culucundis
    
    66
    
    
    Director
    
    AGeorge Taniskidis
    
    48
    
    
    Director
    
    AKyriakos Dermatis
    
    62
    
    
    Director
    
    CDimitris Panagiotopoulos
    
    49
    
    
    Director
    
    AGeorge Tsimpis
    
    63
    
    
    Director
    
    BDimitris Anagnostopoulos
    
    62
    
    
    Director
    
    A
  Georgios Koutsolioutsos
 Dale Ploughman
 70




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##### Table of Contents



Christina Anagnostara
 Alexios Komninos
 Kostas Koutsoubelis
 Elias Culucundis
 71




---



##### Table of Contents



George Taniskidis
 Kyriakos Dermatis
 Dimitrios Panagiotopoulos
 George Tsimpis
 72




---



##### Table of Contents



Dimitris Anagnostopoulos
  Voting Agreement
       73




---



##### Table of Contents



B. Compensation
   Employment Agreements
   C. Board Practices
  74




---



##### Table of Contents



Audit Committee
   Compensation Committee
  Nominating Committee
  Shipping Committee
   75




---



##### Table of Contents



D. Employees
  E. Share Ownership
  
    
    Each of our officers and directors; and
    
    Our officers and directors as a group.
  PercentagePercentage of
    
    
    
    
    
    ofName and Address of
    
    
    
    
    
    Voting
    
    Investment
    
    InvestmentBeneficial Owner(1)
    
    Voting Power
    
    Power
    
    Power
    
    PowerGeorgios Koutsolioutsos
    
    
    32,532,104
    (2)(3)(4)
    
    
    48.61
    %
    
    
    9,568,380
    (2)(5)
    
    
    14.30
    %Alexios Komninos
    
    
    26,647,321
    (2)(3)
    
    
    43.63
    %
    
    
    1,183,417
    (2)(5)
    
    
    1.94
    %Kostas Koutsoubelis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Elias M. Culucundis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Christina Anagnostara
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *George Taniskidis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Kyriakos Dermatis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Dimitrios N. Panagiotopoulos
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *George Tsimpis
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Dale Ploughman
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *Dimitris Anagnostopoulos
    
    
    0
    
    
    
    *
    
    
    
    0
    
    
    
    *All directors and
executive officers as a
group (11 individuals)
    
    
    33,374,321
    (3)(4)(12)
    
    
    49.28
    %
    
    
    10,751,797
    (12)
    
    
    15.86
    %
 
 *
    
    Less than one (1) percent(1)
    
    Unless otherwise indicated, the business address of each of the shareholders is 1-3
Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece.(2)
    
    Includes 6,727,000 and 880,927shares of our common stock for Mr. Koutsolioutsos and Mr.
Komninos, respectively, issuable upon exercise of warrants, as to which each of Mr.
Koutsolioutsos and Mr. Komninos, and Mr. Tsigkounakis have sole voting and dispositive power.(3)
    
    Includes an aggregate of 22,573,724 shares of our common stock owned by the Restis affiliated
shareholders, United Capital Investments, Atrion, Plaza and Comet, and Seanergy Maritimes
founding shareholders, which are subject to the Voting Agreement, as amended, described
elsewhere in this annual report. 76




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(4)
    
    Includes 38,700 shares of our common stock, as to which Mr. Koutsolioutsos has sole voting
power.(5)
    
    None of the Seanergy Maritimes founding shareholders has shared investment power with
respect to any of the shares beneficially owned.(6)
    
    Includes 6,727,000 and 880,927 shares of our common stock for Mr. Koutsolioutsos and Mr.
Komninos, respectively, issuable upon exercise of warrants, as to which each of Mr.
Koutsolioutsos and Mr. Komninos have sole voting power. 
 ITEM 7. Major Shareholders and Related Party Transactions
 A. Major Shareholders
  PercentagePercentage of
    
    
    
    
    
    ofName and Address of
    
    
    
    
    
    Voting
    
    Investment
    
    InvestmentBeneficial Owner(1)
    
    Voting Power
    
    Power
    
    Power
    
    PowerGeorgios Koutsolioutsos
    
    
    32,532,104
    (2)(3)(4)
    
    
    48.61
    %
    
    
    9,568,380
    (2)(6)
    
    
    14.30
    %Alexios Komninos
    
    
    26,647,321
    (2)(3)
    
    
    43.63
    %
    
    
    1,183,417
    (2)(6)
    
    
    1.94
    %Ioannis Tsigkounakis
    
    
    26,169,720
    (2)(3)
    
    
    43.18
    %
    
    
    560,816
    (2)(6)
    
    
    *United Capital Investments Corp.
    
    
    31,215,780
    (3)(5)(7)(8)(9)
    
    
    49.53
    %
    
    
    11,535,058
    (5)(6)(8)
    
    
    18.30
    %Atrion Shipholding S.A.
    
    
    29,931,029
    (3)(7)(8)(9)
    
    
    48.12
    %
    
    
    9,637,305
    (6)(8)
    
    
    15.49
    %Plaza Shipholding Corp.
    
    
    30,064,623
    (3)(5)(7)(8)(9)
    
    
    48.33
    %
    
    
    9,770,900
    (5)(6)(8)
    
    
    15.71
    %Comet Shipholding Inc.
    
    
    29,931,319
    (3)(7)(8)(9)
    
    
    48.12
    %
    
    
    9,637,596
    (6)
    
    
    15.49
    %Benbay Limited
    
    
    11,535,058
    (6)(8)(9)
    
    
    18.30
    %
    
    
    11,535,058
    (5)(6)(8)
    
    
    18.30
    %United Capital Trust, Inc.
    
    
    11,535,058
    (6)(8)(9)
    
    
    18.30
    %
    
    
    11,535,058
    (5)(6)(8)
    
    
    18.30
    %Aldebaran Investments LLC(10)
    
    
    3,085,257
    
    
    
    4.88
    %
    
    
    3,085,257
    
    
    
    4.88
    %Brian
Taylor(11)
    
    
    3,474,538
    
    
    
    5.77
    %
    
    
    3,474,538
    
    
    
    5.77
    %
 
 *
    
    Less than one (1) percent(1)
    
    Unless otherwise indicated, the business address of each of the shareholders is 1-3
Patriarchou Grigoriou, 166 74 Glyfada, Athens, Greece.(2)
    
    Includes 6,727,000, 880,927, and 400,416 shares of our common stock for Mr. Koutsolioutsos,
Mr. Komninos and Mr. Tsigkounakis, respectively, issuable upon exercise of warrants, as to
which each of Mr. Koutsolioutsos, Mr. Komninos, and Mr. Tsigkounakis have sole voting and
dispositive power.(3)
    
    Includes an aggregate of 22,573,724 shares of our common stock owned by the Restis affiliated
shareholders, United Capital Investments, Atrion, Plaza and Comet, and Seanergy Maritimes
founding shareholders, which are subject to the Voting Agreement, as amended, described above.(4)
    
    Includes 38,700 shares of our common stock, as to which Mr. Koutsolioutsos has sole voting
power.(5)
    
    Includes 70,000 shares of common stock owned by Argonaut SPC, a fund managed by Oxygen
Capital AEPEY, which is an entity affiliated with Victor Restis and Katia Restis.(6)
    
    None of the Restis affiliate shareholders, other shareholders who are affiliates of the
Restis family, or Seanergy Maritimes founding shareholders has shared investment power with
respect to any of the shares beneficially owned, except for (i) 11,535,058 shares included for
United Capital Investments Corp., United Capital Trust, Inc. and Benbay Limited as to which
each of United Capital Investments, United Capital Trust and Benbay have shared voting and
investment power; and (ii) 70,000 shares 77




---



##### Table of Contents



included for Plaza Shipholding Corp. as to which each of United and Plaza have shared
investment power.(7)
    
    Each of United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp.
and Comet Shipholding Inc. is an affiliate of members of the Restis family. The address of
each of United Capital Investments Corp., Atrion Shipholding S.A., Plaza Shipholding Corp.,
and Comet Shipholding Inc., is c/o 11 Poseidonos Avenue, 16777 Elliniko, Athens, Greece,
Attn: Evan Breibart.(8)
    
    Includes 2,002,038, 2,002,084, and 2,002,083 shares of our common stock for Atrion, Plaza
and Comet, respectively, in connection with the exercise of the warrants, as to which each of
Atrion, Plaza and Comet have sole voting power. Includes 2,826,584 shares of our common
stock for United Capital Investments, Benbay and United Capital Trust, as to which each of
United Capital Investments, Benbay and United Capital Trust have shared voting and
dispositive power.(9)
    
    Following the initial acquisition of an aggregate of 2,750,000 shares of our common stock on
May 20, 2009, each of United Capital Investments, Atrion, Plaza and Comet and their
affiliates have continued to make additional purchases of shares of our common stock as
follows: (i) during the period between June 5, 2008 and August 11, 2008, they collectively
purchased an aggregate of 8,929,781 shares of our common stock in a combination of open
market purchases and private block transaction for prices ranging from $9.8711 to $10.00 per
share; and (ii) during the period between October 13, 2008 and August 21, 2009, they
collectively purchased an aggregate of 4,937,634 shares of our common stock in open market
purchases for prices ranging from $4.78 to $6.99 per share.(10)
    
    Based on Schedule 13G filed on February 17, 2009. Includes shares issuable upon exercise of
warrants which became exercisable on September 24, 2008. The address is 500 Park Avenue, 5th
Floor, New York, NY 10022.(11)
    
    Based on Schedule 13G/A filed on January 19, 2010. Mr. Brian Taylor, is the sole member of
Pine River Capital Management LLC, the general partner of Pine River Capital Management, L.P.
and director of Nisswa Acquisition Master Fund Ltd., and Pine River Capital Management L.P.,
Nisswa Acquisition Master Funds investment manager. Nisswa Acquisition Master Fund Ltd. has
shared voting power and shared investment power for 3,260,012 shares. The address of each of
Mr. Taylor, Pine River Capital Management L.P. and Nisswa Acquisition Master Fund Ltd. is c/o
Pine River Capital Management L.P., 601 Carlson Parkway, Suite 330, Minnetonka, MN 55305.   B. Related Party Transactions
 Master Agreement
  78




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Registration Rights
    79




---



##### Table of Contents



Management of the Fleet
  Brokerage Agreement
  Management Agreement
   The Charters
  80




---



##### Table of Contents



Stock Purchase Agreement
     Sublease Agreement
  81




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##### Table of Contents



Vgenopoulos and Partners
  BET Shareholders Agreement
  C. Interest of Experts and Counsel
  
 ITEM 8. FINANCIAL INFORMATION
 A. Consolidated Statements and Other Financial Information
  B. Significant Changes
  
 ITEM 9. THE OFFER AND LISTING
 A. Offer and Listing Details
  Common Stock*
    
    Warrants*
    
    Units*High
    
    Low
    
    High
    
    Low
    
    High
    
    LowAnnual highs and lows2007
    
    $
    9.67
    
    
    $
    9.26
    
    
    $
    1.66
    
    
    $
    1.13
    
    
    $
    10.94
    
    
    $
    9.832008
    
    $
    10.00
    
    
    $
    3.15
    
    
    $
    2.62
    
    
    $
    0.11
    
    
    $
    11.90
    
    
    $
    6.502009
    
    $
    5.35
    
    
    $
    2.93
    
    
    $
    0.28
    
    
    $
    0.06
    
    
    
    N/A
    
    
    
    N/AQuarterly highs and lows2008Quarter ended 03/31/2008
    
    $
    9.48
    
    
    $
    9.01
    
    
    $
    1.35
    
    
    $
    0.37
    
    
    $
    10.61
    
    
    $
    9.45Quarter ended 06/30/2008
    
    $
    10.00
    
    
    $
    9.15
    
    
    $
    2.62
    
    
    $
    0.42
    
    
    $
    12.31
    
    
    $
    9.47Quarter ended 09/30/02008
    
    $
    10.00
    
    
    $
    7.21
    
    
    $
    2.50
    
    
    $
    0.75
    
    
    $
    11.90
    
    
    $
    8.70Quarter ended 12/31/2008
    
    $
    8.55
    
    
    $
    3.15
    
    
    $
    0.92
    
    
    $
    0.11
    
    
    $
    9.10
    
    
    $
    6.502009Quarter ended 3/31/2009
    
    $
    5.35
    
    
    $
    3.68
    
    
    $
    0.22
    
    
    $
    0.06
    
    
    
    N/A
    
    
    
    N/AQuarter ended 6/30/2009
    
    $
    4.50
    
    
    $
    3.25
    
    
    $
    0.28
    
    
    $
    0.08
    
    
    
    N/A
    
    
    
    N/A
 82




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##### Table of Contents



Common Stock*
    
    Warrants*
    
    Units*High
    
    Low
    
    High
    
    Low
    
    High
    
    LowQuarter ended 9/30/2009
    
    $
    4.94
    
    
    $
    3.56
    
    
    $
    0.28
    
    
    $
    0.18
    
    
    
    N/A
    
    
    
    N/AQuarter ended 12/31/2009
    
    $
    4.50
    
    
    $
    2.93
    
    
    $
    0.24
    
    
    $
    0.18
    
    
    
    N/A
    
    
    
    N/AMonthly highs and lows2009September 2009
    
    $
    4.8
    
    
    $
    4.01
    
    
    $
    0.289
    
    
    $
    0.18
    
    
    
    N/A
    
    
    
    N/AOctober 2009
    
    $
    4.50
    
    
    $
    3.69
    
    
    $
    0.22
    
    
    $
    0.18
    
    
    
    N/A
    
    
    
    N/ANovember 2009
    
    $
    3.99
    
    
    $
    3.30
    
    
    $
    0.24
    
    
    $
    0.18
    
    
    
    N/A
    
    
    
    N/ADecember 2009
    
    $
    4.35
    
    
    $
    2.93
    
    
    $
    0.23
    
    
    $
    0.189
    
    
    
    N/A
    
    
    
    N/AJanuary 2010
    
    $
    2.99
    
    
    $
    1.20
    
    
    $
    0.20
    
    
    $
    0.10
    
    
    
    N/A
    
    
    
    N/AFebruary 2010
    
    $
    1.32
    
    
    $
    1.05
    
    
    $
    0.09
    
    
    $
    0.05
    
    
    
    N/A
    
    
    
    N/A
 
 *
    
    See Item 9C. B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
  F. Expenses of the Issue
  
 ITEM 10. ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Incorporation
  83




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##### Table of Contents



C. Material contracts
 Master Agreement dated as of May 20, 2008 among Seanergy Maritime Corp., Seanergy Merger Corp., the entities listed on Schedule 1 hereto and the entities listed on Schedule 2 hereto ; Amendment to
Master Agreement dated July 25, 2008.
   Memorandum of Agreement related to the African Oryx dated May 20, 2008, between Seanergy Maritime Corp., as buyer, and Valdis Marine Corp., as seller, as amended.
  Memorandum of Agreement relating to the African Zebra dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Goldie Navigation Ltd., as seller, as amended.
  Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Davakis G. (ex. Hull No. KA215) dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalistos
Maritime S.A., as seller, as amended.
  Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co. Hull No. KA216 dated March 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalithea Maritime
S.A., as seller, as amended.
  84




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Memorandum of Agreement relating to the Bremen Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Pavey Services Ltd., as seller, as amended.
  Memorandum of Agreement relating to the Hamburg Max dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Shoreline Universal Limited, as seller, as amended.
  Management Agreement dated as of May 20, 2008 among Seanergy Management Corp. and EST.
  Brokerage Agreement dated as of May 20, 2008 among Seanergy Management Corp. and Safbulk.
  Voting Agreement dated as of May 20, 2008 among Seanergy Maritime Corp., Mr. Panagiotis Zafet, Mr. Simon Zafet, certain of our shareholders who are affiliated with members of the Restis family, or
referred to as Restis affiliate shareholders, Seanergy Maritimes founding shareholders, and
Messrs. Georgios Koutsolioutsos, Alexios Komninos, Ioannis Tsigkounakis, Dale Ploughman, Kostas
Koutsoubelis, Elias Culucundis, Christina Anagnostara, George Taniskidis, Kyriakos Dermatis,
Alexander Papageorgiou, Dimitrios Panagiotopoulos, and George Tsimpis; Amendment to Voting
Agreement dated July 25, 2008; Second Amendment to Voting Agreement dated August 21, 2008; Third
Amendment to Voting Agreement dated August 27, 2008; Fourth Amendment to Voting Agreement dated
November 20, 2008.
  85




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Convertible Unsecured Promissory Note in the Aggregate Principal Amount of $28,250,000 (face value) in favor each of the Investors set forth in Schedule 1 attached to such note.
  Stock Escrow Agreement date September 27, 2007; Joinder Agreement.
  86




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##### Table of Contents



Shareholders Agreement dated August 12, 2009 between Seanergy and Mineral Transport
      87




---



##### Table of Contents



D. Exchange controls
  E. Taxation
  
    
    an individual citizen or resident of the United States;
    
    a corporation (or other entity treated as a corporation for U.S. federal income
tax purposes) that is created or organized (or treated as created or organized) in or
under the laws of the United States, any state thereof or the District of Columbia;
    
    an estate whose income is includible in gross income for U.S. federal income tax
purposes regardless of its source; or a trust if (i) a U.S. court can exercise
primary supervision over the trusts administration and one or more U.S. persons are
authorized to control all substantial decisions of the trust, or (ii) it has a valid
election in effect under applicable
    
    
    financial institutions or financial services entities;
    
    broker-dealers;
    
    taxpayers who have elected mark-to-market accounting;
    
    tax-exempt entities;
    
    governments or agencies or instrumentalities thereof;
    
    insurance companies;
    
    regulated investment companies;
    
    real estate investment trusts;
    
    certain expatriates or former long-term residents of the United States;
    
    persons that actually or constructively own 10% or more of our voting shares;
    
    persons that hold our warrants;
    
    persons that hold our common stock or warrants as part of a straddle, constructive
sale, hedging, conversion or other integrated transaction; or
    
    persons whose functional currency is not the U.S. dollar.
  88




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##### Table of Contents



United States Federal Income Tax Consequences
 Taxation of Operating Income: In General
     Exemption of Operating Income from United States Federal Income Taxation
  
    
    we are organized in a foreign country (our country of organization) that grants
an equivalent exemption to corporations organized in the United States; and
 either 
    
    more than 50% of the value of our stock is owned, directly or indirectly, by
qualified shareholders, that are persons (i) who are residents of our country of
organization or of another foreign country that grants an equivalent exemption to
corporations organized in the United States, and (ii) who comply with certain
documentation requirements, which we refer to as the 50% Ownership Test, or 89




---



##### Table of Contents




    
    our stock is primarily and regularly traded on one or more established securities
markets in our country of organization, in another country that grants an equivalent
exemption to United States corporations, or in the United States, which we refer to
as the Publicly-Traded Test.
        90




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##### Table of Contents



Taxation in Absence of Exemption
    
    
    we have, or are considered to have, a fixed place of business in the United States
involved in the earning of shipping income; and
    
    substantially all of our U.S.-source shipping income is attributable to regularly
scheduled transportation, such as the operation of a vessel that follows a published
schedule with repeated sailings at regular intervals between the same points for
voyages that begin or end in the United States.
  United States Taxation of Gain on Sale of Vessels
  91




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##### Table of Contents



United States Tax Taxation Related to the BET Fleet
    Exemption
of Operating Income from United States Federal Income Taxation.
 Passive Foreign Investment Company Regulations
 United States Federal Income Taxation of U.S. Holders
 Taxation of Distributions Paid on Common Stock.
 92




---



##### Table of Contents



Taxation on the Disposition of Common Stock
   Passive Foreign Investment Company Rules.
 Tidewater
Inc. v. U.S. th Tidewater
 93




---



##### Table of Contents




    
    any gain realized by the U.S. Holder on the sale or other taxable disposition of
our common stock; and
    
    any excess distribution made to the U.S. Holder (generally, any distributions to
such holder during a taxable year that are greater than 125% of the average annual
distributions received by such holder in respect of our common stock during the three
preceding taxable
 Under these rules, 
    
    the U.S. Holders gain or excess distribution will be allocated ratably over the
U.S. Holders holding period for the common stock;
    
    the amount allocated to the taxable year in which the U.S. Holder recognized the
gain or received the excess distribution, or to any taxable year prior to the first
taxable year in which we are a PFIC, will be taxed as ordinary income;
    
    the amount allocated to other taxable years will be taxed at the highest tax rate
in effect for that year and applicable to the U.S. Holder; and
    
    the interest charge generally applicable to underpayments of tax will be imposed
in respect of the tax attributable to each such other taxable year.  Taxation of U.S. Holders Making a Timely QEF Election
     94




---



##### Table of Contents



Taxation of U.S. Holders Making a Mark-to-Market Election
  e.g.
   95




---



##### Table of Contents



Taxation of U.S. Holders Making Not Making a Timely QEF or Mark-to-Market Election
  
    
    the excess distribution or gain would be allocated ratably over the Non-Electing
Holders aggregate holding period for the common stock;
    
    the amount allocated to the current taxable year and any taxable year before we
became a passive foreign investment company would be taxed as ordinary income; and
    
    the amount allocated to each of the other taxable years would be subject to tax at
the highest rate of tax in effect for the applicable class of taxpayer for that year, and
an interest charge for the deemed deferral benefit would be imposed with respect to the
resulting tax attributable to each such other taxable year.
  United States Federal Income Taxation of Non-U.S. Holders
    96




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Backup Withholding and Information Reporting
   
    
    fails to provide an accurate taxpayer identification number;
    
    is notified by the IRS that backup withholding is required; or
    
    in certain circumstances, fails to comply with applicable certification
requirements.
   Marshall Islands Tax Consequences
  F. Dividends and paying agents
  G. Statement by experts
  H. Documents on display
   97




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##### Table of Contents



I. Subsidiary information
  
 Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
 Interest rate risk
   Currency and Exchange Rates
   Inflation
  
 ITEM 12. KEY DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  
 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
  98




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##### Table of Contents



ITEM 15. CONTROLS AND PROCEDURES
 a) Disclosure Controls and Procedures
   b) Managements Annual Report on Internal Control over Financial Reporting
     99




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##### Table of Contents



c) Attestation Report of the Registered Public Accounting Firm
  d) Changes in Internal Control over Financial Reporting
  
 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B. CODE OF ETHICS
  
 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
   100




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2009
    
    
    2008Audit fees
    
    $
    1,513,703
    
    
    $
    861,402Audit related fees
    
    
    
    
    
    
    Tax fees
    
    
    151,885
    
    
    
    All other fees
    
    
    23,349
    
    
    
    Total fees
    
    $
    1,688,937
    
    
    $
    861,402
    
 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  
 ITEM 16F. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
     101




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ITEM 16G. CORPORATE GOVERNANCE
  
    
    In lieu of obtaining shareholder approval prior to the issuance of designated
securities, the Company complies with provisions of the BCA providing that the Board of
Directors approves share issuances.
    
    The Companys Board is currently not composed of a majority of independent directors.
  
 ITEM 17. FINANCIAL STATEMENTS
  
 ITEM 18. FINANCIAL STATEMENTS
  
 ITEM 19. EXHIBITS
 ExhibitNumber
    
    Description1.1
    
    Form of Amended and Restated Articles of Incorporation(1)1.2
    
    Form of Amended and Restated By-laws(1)1.3
    
    Amendment to Amended and Restated Articles(2)2.1
    
    Specimen Common Stock Certificate(3)2.2
    
    Specimen Public Warrant Certificate(3)2.3
    
    Specimen Private Warrant Certificate(3)2.4
    
    Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the
Registrant(4)2.5
    
    Form of Underwriters Representatives Warrant(5)4.1
    
    Master Agreement dated as May 20, 2008(1)4.2
    
    Amendment to Master Agreement dated July 25, 2008(1)4.3
    
    Memorandum of Agreement relating to the African Oryx dated May 20, 2008 between Seanergy
Maritime Corp., as buyer, and Valdis Marine Corp., as seller, as amended(1)
 102




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##### Table of Contents



4.4
    
    Memorandum of Agreement relating to the African Zebra dated May 20, 2008 between Seanergy
Maritime Corp., as buyer, and Goldie Navigation Ltd., as seller, as amended(1)4.5
    
    Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co.
Davakis G. (ex. Hull No. KA215) dated May 20, 2008 between Seanergy Maritime Corp., as buyer,
and Kalistos Maritime S.A., as seller, as amended(1)4.6
    
    Memorandum of Agreement relating to the Domestic Trade Ministry Kouan Shipping Industry Co.
Hull No. KA216 dated May 20, 2008 between Seanergy Maritime Corp., as buyer, and Kalithea
Maritime S.A., as seller, as amended(1)4.7
    
    Memorandum of Agreement relating to the Bremen Max dated May 20, 2008 between Seanergy
Maritime Corp., as buyer, and Pavey Services Ltd., as seller, as amended(1)4.8
    
    Memorandum of Agreement relating to the Hamburg Max dated May 20, 2008 between Seanergy
Maritime Corp., as buyer, and Shoreline Universal Limited, as seller, as amended(1)4.9
    
    Management Agreement dated as of May 20, 2008(1)4.10
    
    Brokerage Agreement dated as of May 20, 2008(1)4.11
    
    Voting Agreement dated as of May 20, 2008(1)4.12
    
    Amendment to Voting Agreement dated July 25, 2008(1)4.13
    
    Second Amendment to Voting Agreement dated August 21, 2008(6)4.14
    
    Third Amendment to Voting Agreement dated August 27, 2008(7)4.15
    
    Fourth Amendment to Voting Agreement dated November 20, 2008(7)4.16
    
    Form of Convertible Unsecured Promissory Note(1)4.17
    
    Form of Plan of Dissolution and Liquidation(1)4.18
    
    Form of Stock Escrow Agreement(4)4.19
    
    Form of Joinder Agreement(3)4.20
    
    Share Purchase Agreement dated July 14, 2009 between registrant and Constellation Bulk
Energy Holdings, Inc.(5)4.21
    
    Shareholders Agreement dated August 12, 2009 between Seanergy and Mineral Transport
Holdings(5)4.22
    
    Amendment to Convertible Promissory Note dated August 28, 2009(5)4.23
    
    Loan Agreement dated August 27, 2008 between Seanergy and Marfin Bank of Greece, S.A.(5)4.24
    
    Amendment No. 1 to Loan Agreement dated September 9, 2009(5)4.25
    
    Second Supplement Agreement dated September 30, 2009 relating to and including the Loan
Agreement dated June 26, 2007 between BET and Citibank, as amended and supplemented by a
supplemental agreement dated October 16, 2007 and a supplemental letter dated July 10, 2008
and as further amended and restated by a supplemental agreement dated September 30, 2009.(5)4.26
    
    Amendment No. 2 to Loan Agreement dated November 13, 2009(5)8.1
    
    List of Subsidiaries(5)12.1
    
    Section 302 Certification of Chief Executive Officer(8)12.2
    
    Section 302 Certification of Chief Financial Officer(8)13.1
    
    Section 906 Certificate of Chief Executive Officer(8)13.2
    
    Section 906 Certificate of Chief Financial Officer(8)15.1
    
    Letter From KPMG Certified Auditors AE dated September 17, 2009, addressed to the SEC
provided in connection with change in independent registered public accountants(5)(1)
    
    Incorporated by reference to the corresponding agreement in the Annex filed with Seanergy
Maritimes proxy statement on Form 6-K filed with the SEC on July 31, 2008.(2)
    
    Incorporated by reference to the corresponding agreement in the Exhibit filed with Seanergy
Form F-1 filed with the SEC on August 28, 2009.(3)
    
    Incorporated by reference to the corresponding agreement in the Exhibit filed with
Seanergys Form F-1 filed with the SEC on January 15, 2009.(4)
    
    Incorporated by reference to the corresponding agreement in the Exhibit filed with Seanergy
Maritimes Form F-1 filed with the SEC on July 10, 2007.(5)
    
    Incorporated by reference to the corresponding agreement in the Exhibit filed with Seanergy
Maritimes Form F-1 (File No. 333-161961).(6)
    
    Incorporated by reference to the corresponding agreement in the Annex filed with Seanergy
Maritimes supplemental proxy statement on Form 6-K filed with the SEC on August 22, 2008.(7)
    
    Incorporated by reference to the corresponding agreement in the Exhibit filed with
Seanergys Form F-1 filed with the SEC on December 12, 2008.(8)
    
    Filed herewith
 103




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SIGNATURES
  SEANERGY MARITIME HOLDINGS CORP.By:
    /s/ DALE PLOUGHMANName:
    Dale PloughmanTitle:
    Chief Executive Officer  104




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##### Table of Contents



Seanergy Maritime Holdings Corp.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of PricewaterhouseCoopers S.A., Independent Registered Public Accounting Firm
    
    
    F-2Report of KPMG Certified Auditors A.E, Independent Registered Public Accounting Firm
    
    
    F-3Report of Weinberg & Company, PA, Independent Registered Public Accounting Firm
    
    
    F-4Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    
    F-5Consolidated Statements of Income for the years ended December 31, 2009, 2008 and 2007
    
    
    F-6Consolidated Statements of Equity for the years ended December 31, 2009, 2008 and 2007
    
    
    F-7Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007
    
    
    F-8Notes to Consolidated Financial Statements
    
    
    F-10
 F-1




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F-2




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F-3




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F-4




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##### Table of Contents



Seanergy Maritime Holdings Corp.
 
 (In thousands of US Dollars, except for share and per share data, unless otherwise stated)
 Notes
    
    
    2009
    
    
    2008ASSETSCurrent assets:Cash and cash equivalents
    
    
    5
    
    
    
    63,607
    
    
    
    27,543Accounts receivable trade, net
    
    
    
    
    
    
    495
    
    
    
    Due from related parties
    
    
    6
    
    
    
    265
    
    
    
    577Inventories
    
    
    
    
    
    
    1,126
    
    
    
    872Prepaid insurance expenses
    
    
    
    
    
    
    623
    
    
    
    574Prepaid expenses and other current assets  related parties
    
    
    4
    
    
    
    58
    
    
    
    248Insurance claims
    
    
    26
    
    
    
    1,260
    
    
    
    Other current assets
    
    
    
    
    
    
    39
    
    
    
    Total current assets
    
    
    
    
    
    
    67,473
    
    
    
    29,814Fixed assets:Vessels, net
    
    
    7
    
    
    
    444,820
    
    
    
    345,622Office equipment, net
    
    
    7
    
    
    
    20
    
    
    
    9Total fixed assets
    
    
    
    
    
    
    444,840
    
    
    
    345,631Other assetsGoodwill
    
    
    27
    
    
    
    17,275
    
    
    
    Deferred charges
    
    
    8
    
    
    
    8,684
    
    
    
    2,757Other non-current assets
    
    
    
    
    
    
    180
    
    
    
    TOTAL ASSETS
    
    
    
    
    
    
    538,452
    
    
    
    378,202LIABILITIES AND EQUITYCurrent liabilities:Current portion of long-term debt
    
    
    11
    
    
    
    33,206
    
    
    
    27,750Trade accounts and other payables
    
    
    
    
    
    
    990
    
    
    
    674Due to underwriters
    
    
    
    
    
    
    19
    
    
    
    419Accrued expenses
    
    
    24
    
    
    
    1,719
    
    
    
    541Accrued interest
    
    
    
    
    
    
    1,508
    
    
    
    166Accrued charges on convertible promissory note due to
shareholders
    
    
    10
    
    
    
    
    
    
    
    420Financial instruments
    
    
    23
    
    
    
    3,556
    
    
    
    Deferred revenue  related party
    
    
    9
    
    
    
    894
    
    
    
    3,029Deferred revenue
    
    
    9
    
    
    
    246
    
    
    
    Total current liabilities
    
    
    
    
    
    
    42,138
    
    
    
    32,999Long-term debt, net of current portion
    
    
    11
    
    
    
    267,360
    
    
    
    184,595Financial instruments
    
    
    23
    
    
    
    1,550
    
    
    
    Below market acquired time charters
    
    
    25
    
    
    
    585
    
    
    
    Convertible promissory note due to shareholders
    
    
    10
    
    
    
    
    
    
    
    29,043Total liabilities
    
    
    
    
    
    
    311,633
    
    
    
    246,637Commitments and contingencies
    
    
    15
    
    
    
    
    
    
    
    EQUITYSeanergy shareholders equityPreferred stock, $0.0001 par value; 1,000,000 shares
authorized; none issued
    
    
    
    
    
    
    
    
    
    
    Common stock, $0.0001 par value; 200,000,000 and 89,000,000
authorized shares as at December 31, 2009 and 2008,
respectively; 33,255,170 and 22,361,227 shares, issued and
outstanding as at December 31, 2009 and 2008, respectively
    
    
    12
    
    
    
    3
    
    
    
    2Additional paid-in capital
    
    
    
    
    
    
    213,232
    
    
    
    166,361Accumulated deficit
    
    
    
    
    
    
    (4,746
    )
    
    
    (34,798
    )Total Seanergy shareholders equity
    
    
    
    
    
    
    208,489
    
    
    
    131,565Noncontrolling interest
    
    
    
    
    
    
    18,330
    
    
    
    Total equity
    
    
    
    
    
    
    226,819
    
    
    
    131,565TOTAL LIABILITIES AND EQUITY
    
    
    
    
    
    
    538,452
    
    
    
    378,202
  F-5




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##### Table of Contents



Seanergy Maritime Holdings Corp.
 
 (In thousands of US Dollars, except for share and per share data, unless otherwise stated)
 Notes
    
    
    2009
    
    
    2008
    
    
    2007Revenues:Vessel revenue  related party
    
    
    16
    
    
    
    83,903
    
    
    
    35,333
    
    
    
    Vessel revenue
    
    
    
    
    
    
    6,340
    
    
    
    
    
    
    
    Commissions  related party
    
    
    3
    
    
    
    (2,226
    )
    
    
    (880
    )
    
    
    Commissions
    
    
    
    
    
    
    (120
    )
    
    
    
    
    
    
    Vessel revenue, net
    
    
    
    
    
    
    87,897
    
    
    
    34,453
    
    
    
    Expenses:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Direct voyage expenses
    
    
    17
    
    
    
    (753
    )
    
    
    (151
    )
    
    
    Vessel operating expenses
    
    
    18
    
    
    
    (16,222
    )
    
    
    (3,180
    )
    
    
    Voyage expenses  related party
    
    
    3
    
    
    
    (1,119
    )
    
    
    (440
    )
    
    
    Management fees  related party
    
    
    3
    
    
    
    (1,715
    )
    
    
    (388
    )
    
    
    General and administration expenses
    
    
    19
    
    
    
    (5,928
    )
    
    
    (2,161
    )
    
    
    (445
    )General and administration expenses -
related party
    
    
    20
    
    
    
    (742
    )
    
    
    (109
    )
    
    
    Amortization of deferred dry-docking costs
    
    
    8
    
    
    
    (1,045
    )
    
    
    
    
    
    
    Depreciation
    
    
    7
    
    
    
    (26,812
    )
    
    
    (9,929
    )
    
    
    Goodwill impairment loss
    
    
    27
    
    
    
    
    
    
    
    (44,795
    )
    
    
    Vessels impairment loss
    
    
    
    
    
    
    
    
    
    
    (4,530
    )
    
    
    Gain from acquisition of subsidiary
    
    
    1
    
    
    
    6,813
    
    
    
    
    
    
    
    Operating income (loss)
    
    
    
    
    
    
    40,374
    
    
    
    (31,230
    )
    
    
    (445
    )Other income (expense), net:Interest and finance costs
    
    
    21
    
    
    
    (7,230
    )
    
    
    (3,895
    )
    
    
    (45
    )Interest and finance costs  shareholders
    
    
    8, 10
    
    
    
    (386
    )
    
    
    (182
    )
    
    
    (13
    )Interest income  money market funds
    
    
    22
    
    
    
    430
    
    
    
    3,361
    
    
    
    1,948Loss on interest rate swaps
    
    
    23
    
    
    
    (1,575
    )
    
    
    
    
    
    
    Foreign currency exchange losses, net
    
    
    
    
    
    
    (44
    )
    
    
    (39
    )
    
    
    (8,805
    )
    
    
    (755
    )
    
    
    1,890Net income (loss)
    
    
    
    
    
    
    31,569
    
    
    
    (31,985
    )
    
    
    1,445Less: Net income attributable to the
noncontrolling interest
    
    
    
    
    
    
    1,517
    
    
    
    
    
    
    
    Net income (loss) attributable to Seanergy
Maritime Holdings Corp. Shareholders
    
    
    
    
    
    
    30,052
    
    
    
    (31,985
    )
    
    
    1,445Net income (loss) per common shareBasic
    
    
    14
    
    
    
    1.16
    
    
    
    (1.21
    )
    
    
    0.12Diluted
    
    
    14
    
    
    
    1.00
    
    
    
    (1.21
    )
    
    
    0.10Weighted average common shares outstandingBasic
    
    
    14
    
    
    
    25,882,967
    
    
    
    26,452,291
    
    
    
    11,754,095Diluted
    
    
    14
    
    
    
    30,529,281
    
    
    
    26,452,291
    
    
    
    15,036,283
  F-6




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##### Table of Contents



Seanergy Maritime Holdings Corp.
 
   (In thousands of US Dollars, except for share and per share data, unless otherwise stated)
 RetainedCommon stock
    
    
    Additional
    
    
    earnings/
    
    
    Total SeanergyPar
    
    
    paid-in
    
    
    (Accumulated
    
    
    shareholders
    
    
    Noncontrolling
    
    
    Total# of Shares
    
    
    Value
    
    
    capital
    
    
    deficit)
    
    
    equity
    
    
    interest
    
    
    equityBalance, January 1, 2007
    
    
    7,264,893
    
    
    
    1
    
    
    
    24
    
    
    
    (4
    )
    
    
    21
    
    
    
    
    
    
    
    21Shares surrendered and cancelled
    
    
    (1,764,893
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sales of shares and warrants in private placement and public offering, net of offering costs of $18,063
    
    
    23,100,000
    
    
    
    2
    
    
    
    227,350
    
    
    
    
    
    
    
    227,352
    
    
    
    
    
    
    
    227,352Capital contributed by founding shareholders
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    400Shares reclassified to Common stock subject to mandatory redemption
    
    
    
    
    
    
    
    
    
    
    (80,849
    )
    
    
    
    
    
    
    (80,849
    )
    
    
    
    
    
    
    (80,849
    )Net income for the year ended December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,445
    
    
    
    1,445
    
    
    
    
    
    
    
    1,445Balance, December 31, 2007
    
    
    28,600,000
    
    
    
    3
    
    
    
    146,925
    
    
    
    1,441
    
    
    
    148,369
    
    
    
    
    
    
    
    148,369Net (loss) for the year ended December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31,985
    )
    
    
    (31,985
    )
    
    
    
    
    
    
    (31,985
    )Dividends paid (Note 13)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,254
    )
    
    
    (4,254
    )
    
    
    
    
    
    
    (4,254
    )Reclassification of common stock no longer subject to redemption (Note 12)
    
    
    (6,370,773
    )
    
    
    
    
    
    
    17,144
    
    
    
    
    
    
    
    17,144
    
    
    
    
    
    
    
    17,144Reversal of underwriter fees forfeited to redeeming shareholders (Note 12)
    
    
    
    
    
    
    
    
    
    
    1,433
    
    
    
    
    
    
    
    1,433
    
    
    
    
    
    
    
    1,433Liquidation and dissolution common stock exchange
    
    
    
    
    
    
    (1
    )
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Warrants exercised (Note 12)
    
    
    132,000
    
    
    
    
    
    
    
    858
    
    
    
    
    
    
    
    858
    
    
    
    
    
    
    
    858Balance, December 31, 2008
    
    
    22,361,227
    
    
    
    2
    
    
    
    166,361
    
    
    
    (34,798
    )
    
    
    131,565
    
    
    
    
    
    
    
    131,565Issuance of common stock to convert promissory note (Note 10)
    
    
    6,585,868
    
    
    
    1
    
    
    
    29,596
    
    
    
    
    
    
    
    29,597
    
    
    
    
    
    
    
    29,597Issuance of common stock due to earn-out (Notes 1 and 27)
    
    
    4,308,075
    
    
    
    
    
    
    
    17,275
    
    
    
    
    
    
    
    17,275
    
    
    
    
    
    
    
    17,275Gain from acquisition (Note 1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,813
    
    
    
    6,813Noncontrolling interest contribution
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    10,000Net income for the year ended December 31, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,052
    
    
    
    30,052
    
    
    
    1,517
    
    
    
    31,569Balance, December 31, 2009
    
    
    33,255,170
    
    
    
    3
    
    
    
    213,232
    
    
    
    (4,746
    )
    
    
    208,489
    
    
    
    18,330
    
    
    
    226,819
  F-7




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##### Table of Contents



Seanergy Maritime Holdings Corp.
 
   (In thousands of US Dollars, except for share and per share data, unless otherwise stated)
 2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net income (loss)
    
    
    31,569
    
    
    
    (31,985
    )
    
    
    1,445Adjustments to reconcile net income (loss) to net cash provided by
operating activities:Impairment of goodwill
    
    
    
    
    
    
    44,795
    
    
    
    Impairment of vessels
    
    
    
    
    
    
    4,530
    
    
    
    Depreciation
    
    
    26,812
    
    
    
    9,929
    
    
    
    Amortization of deferred finance charges
    
    
    696
    
    
    
    224
    
    
    
    Amortization of deferred dry-docking costs
    
    
    1,045
    
    
    
    
    
    
    
    Deferred dry-docking costs
    
    
    (7,119
    )
    
    
    
    
    
    
    Change in fair value of financial instruments
    
    
    189
    
    
    
    
    
    
    
    Amortization of acquired time charters
    
    
    (125
    )
    
    
    
    
    
    
    Gain on acquisition
    
    
    (6,813
    )
    
    
    
    
    
    
    Changes in operating assets and liabilities:(Increase) decrease in -Due from related parties
    
    
    1,760
    
    
    
    (577
    )
    
    
    Inventories
    
    
    1,222
    
    
    
    (872
    )
    
    
    Trade accounts and other receivables
    
    
    (263
    )
    
    
    
    
    
    
    Insurance claims
    
    
    (1,159
    )
    
    
    
    
    
    
    Other current assets
    
    
    59
    
    
    
    
    
    
    
    Other non-current assets
    
    
    (180
    )
    
    
    
    
    
    
    Prepaid insurance expenses
    
    
    719
    
    
    
    (495
    )
    
    
    (60
    )Prepaid expenses and other current assets  related parties
    
    
    190
    
    
    
    (248
    )
    
    
    Trade accounts and other payables
    
    
    (3,299
    )
    
    
    86
    
    
    
    155Due to underwriters
    
    
    (400
    )
    
    
    (3,555
    )
    
    
    46Accrued expenses
    
    
    (885
    )
    
    
    541
    
    
    
    Accrued charges on convertible note due to shareholders
    
    
    670
    
    
    
    132
    
    
    
    (1
    )Premium amortization on convertible note due to shareholders
    
    
    (379
    )
    
    
    
    
    
    
    Accrued interest
    
    
    1,176
    
    
    
    166
    
    
    
    Deferred revenue  related party
    
    
    (2,523
    )
    
    
    3,029
    
    
    
    Deferred revenue
    
    
    246
    
    
    
    
    
    
    
    Net cash provided by operating activities
    
    
    43,208
    
    
    
    25,700
    
    
    
    1,585Cash flows from investing activities:Acquisition of business, net of cash acquired
    
    
    36,374
    
    
    
    (375,833
    )
    
    
    Increase in trust account from interest earned on funds held in trust
    
    
    
    
    
    
    
    
    
    
    (1,923
    )Funds placed in (used from) trust account from offerings
    
    
    
    
    
    
    232,923
    
    
    
    (231,000
    )Additions to office furniture and equipment
    
    
    (21
    )
    
    
    (9
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    36,353
    
    
    
    (142,919
    )
    
    
    (232,923
    )Cash flows from financing activities:Gross proceeds from private placement
    
    
    
    
    
    
    
    
    
    
    14,415Gross proceeds from public offering
    
    
    
    
    
    
    
    
    
    
    231,000Payment of offering costs
    
    
    
    
    
    
    
    
    
    
    (11,796
    )Redemption of common shares
    
    
    
    
    
    
    (63,705
    )
    
    
    Proceeds from warrants exercised
    
    
    
    
    
    
    858
    
    
    
    Proceeds from long term debt and revolving facility
    
    
    
    
    
    
    219,845
    
    
    
    Repayment of long term debt
    
    
    (54,878
    )
    
    
    (7,500
    )
    
    
    Dividends paid
    
    
    
    
    
    
    (4,254
    )
    
    
    Repayment of shareholders loans
    
    
    
    
    
    
    
    
    
    
    (451
    )Advances from shareholders, net
    
    
    
    
    
    
    
    
    
    
    25Restricted cash withdrawals
    
    
    1,381
    
    
    
    
    
    
    
    Noncontrolling interest contribution
    
    
    10,000
    
    
    
    
    
    
    
    
 F-8




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##### Table of Contents



Seanergy Maritime Holdings Corp.
   (In thousands of US Dollars, except for share and per share data, unless otherwise stated)
 2009
    
    
    2008
    
    
    2007Deferred finance charges
    
    
    
    
    
    
    (2,693
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    (43,497
    )
    
    
    142,551
    
    
    
    233,193Net increase in cash and cash equivalents
    
    
    36,064
    
    
    
    25,332
    
    
    
    1,855Cash and cash equivalents at beginning of period
    
    
    27,543
    
    
    
    2,211
    
    
    
    356Cash and cash equivalents at end of period
    
    
    63,607
    
    
    
    27,543
    
    
    
    2,211SUPPLEMENTAL CASH FLOW INFORMATIONCash paid for:Interest
    
    
    6,447
    
    
    
    3,402
    
    
    
    14Non-cash transactionsYear ended December 31, 2009(a) Conversion of the promissory note (note 10)(b) additional contingent consideration (note 1)Year ended December 31, 2008Issuance of the promissory note (note 10)
  F-9




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    Basis of Presentation and General Information:
       F-10




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    Basis of Presentation and General Information (continued):
 Cash
    
    
    36,374Restricted cash
    
    
    1,381Trade and other receivables
    
    
    2,844Inventories
    
    
    1,476Vessels
    
    
    126,000Current portion of long term debt
    
    
    (16,573
    )Accounts payable and accruals
    
    
    (5,722
    )Acquired time charters
    
    
    (710
    )Derivative instruments
    
    
    (4,917
    )Long term debt net of current portion
    
    
    (126,527
    )Noncontrolling interest
    
    
    (6,813
    )Excess of fair value of assets acquired and liabilities assumed over consideration paid
    
    
    (6,813
    )
   (Unaudited)December 31,2009
    
    2008Pro forma revenues
    
    $
    110,098
    
    
    $
    95,480Pro forma operating income
    
    
    45,981
    
    
    
    3,278Pro forma net income
    
    
    37,120
    
    
    
    6,382Pro forma per share amounts:Basic net income
    
    $
    1.43
    
    
    $
    0.24Diluted net income
    
    $
    1.23
    
    
    $
    0.18
 F-11




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    Basis of Presentation and General Information (continued):
  Country of
    
    Date ofCompany
    
    Incorporation
    
    Incorporation
    
    Vessel name
    
    Date of DeliverySeanergy Management Corp.(1)
    
    Marshall Islands
    
    May 9 , 2008
    
    N/A
    
    N/AAmazons Management Inc.(1)
    
    Marshall Islands
    
    April 21 , 2008
    
    Davakis G.
    
    August 28, 2008Lagoon Shipholding Ltd.(1)
    
    Marshall Islands
    
    April 21, 2008
    
    Delos Ranger
    
    August 28, 2008Cynthera Navigation Ltd.(1)
    
    Marshall Islands
    
    March 18, 2008
    
    African Oryx
    
    August 28, 2008Martinique International Corp.(1)
    
    British Virgin Islands
    
    May 14, 2008
    
    Bremen Max.
    
    September 11, 2008Harbour Business International Corp.(1)
    
    British Virgin Islands
    
    April 1, 2008
    
    Hamburg Max.
    
    September 25, 2008Waldeck Maritime Co.(1)
    
    Marshall Islands
    
    April 21, 2008
    
    African Zebra
    
    September 25, 2008Motion Shipholding Corp.(1)
    
    Marshall Islands
    
    September 8, 2009
    
    N/A
    
    N/ABulk Energy Transport (Holdings)
Limited.(2)
    
    Marshall Islands
    
    December 18, 2006
    
    N/A
    
    N/AQuex Shipping Inc.(2)
    
    British Virgin Islands
    
    January 3 , 2007
    
    BET Commander
    
    August 13 , 2009Rossington Marine Corp.(2)
    
    British Virgin Islands
    
    January 3 , 2007
    
    BET Intruder
    
    August 13 , 2009Rayford Navigation Corp.(2)
    
    British Virgin Islands
    
    January 3 , 2007
    
    BET Prince
    
    August 13 , 2009Pulford Ocean Inc.(2)
    
    British Virgin Islands
    
    January 3 , 2007
    
    BET Scouter
    
    August 13 , 2009Lewisham Maritime Inc.(2)
    
    British Virgin Islands
    
    January 3 , 2007
    
    BET Fighter
    
    August 13 , 2009
 
 (1):
    
    Subsidiaries wholly owned(2):
    
    Subsidiaries 50% owned and controlled by the Company 2.
    
    Significant Accounting Policies:
 (a) Principles of Consolidation
  (b) Use of Estimates
  F-12




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2.
    
    Significant Accounting Policies (continued):
 (c) Foreign Currency Translation
  (d) Concentration of Credit Risk
  (e) Cash and Cash Equivalents
  (f) Accounts Receivable Trade, net
  (g) Inventories
  (h) Insurance Claims
  F-13




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2.
    
    Significant Accounting Policies (continued):
 (i) Vessels
  (j) Vessel Depreciation
  (k) Impairment of Long-Lived Assets (Vessels)
  (l) Goodwill
  F-14




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2.
    
    Significant Accounting Policies (continued):
  (m) Dry-Docking and Special Survey Costs
  (n) Pension and Retirement Benefit Obligations
  (o) Commitments and Contingencies
  (p) Fair value of above/below market acquired time charter
  (q) Revenue Recognition
  F-15




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2.
    
    Significant Accounting Policies (continued):
 (r) Commissions
  (s) Vessel voyage expenses
  (t) Repairs and Maintenance
  (u) Financing Costs and Capitalized Interest
  (v) Income Taxes
  F-16




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2.
    
    Significant Accounting Policies (continued):
 (w) Earnings (Losses) per Share
  (x) Segment Reporting
  (y) Financial Instruments
 .
 (z) Share-Based Compensation
  (aa) Intangible assets
  F-17




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2.
    
    Significant Accounting Policies (continued):
 (ab) Fair Value Measurements
  (ac) Fair Value Option
  (ad) Presentation changes
  (ae) Recent accounting pronouncements
  F-18




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2.
    
    Significant Accounting Policies (continued):
      F-19




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 2.
    
    Significant Accounting Policies (continued):
      F-20




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 3.
    
    Transactions with Related Parties:
  
    
    The Master Agreement to purchase an aggregate of six dry bulk vessels from
companies affiliated with certain members of the Restis family, for an aggregate purchase
price of $404,876 including direct transaction costs plus contingent consideration (see Note
1).
    
    A management agreement with Enterprises Shipping and Trading S.A. (EST), a
company wholly owned by a member of the Restis family, for the provision of technical
management services relating to vessels for an initial period of two years from the date of
signing.
    
    A brokerage agreement with Safbulk Pty Ltd (Safbulk Pty), a company wholly
owned by certain members of the Restis family, for the provision of chartering services for an
initial period of two years from the date of signing.
       (a) Management Agreement:
  F-21




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 3.
    
    Transactions with Related Parties (continued):
    (b) Charter Agreements:
    (c) Brokerage Agreement:
  F-22




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 3.
    
    Transactions with Related Parties (continued):
  (d) Sublease Agreement:
  (e) V&P Law Firm (Vgenopoulos Partners):
  (f) BET Shareholders Agreement:
  4.
    
    Prepaid Expenses and Other Current Assets  Related Parties
  2009
    
    
    2008Prepaid commission on hire (SAMC)  (see Note 3(b-c))
    
    
    58
    
    
    
    68Office rental deposit (Waterfront SA)  (see Note 3(d))
    
    
    
    
    
    
    18058
    
    
    
    248
 5.
    
    Cash and Cash Equivalents:
  2009
    
    
    2008Cash at bank
    
    
    2,638
    
    
    
    9,011Term deposits
    
    
    60,964
    
    
    
    18,532Cash in hand
    
    
    5
    
    
    
    63,607
    
    
    
    27,543
 F-23




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 6. Due from Related Parties:
  i.
    
    an advance of $12 given to EST for working capital purposes of the vessels operating
activities in accordance with terms of the management agreement dated May 20, 2008 (see
Note 3(a)), according to which EST obtains cash advances as a manager of vessels and
performs certain duties that include technical management and support services necessary
for the operation and employment of the vessels andii.
    
    a receivable from SAMC of $253.
  7. Fixed Assets:
  Office FurnitureVessel Cost
    
    
    and Fittings
    
    
    Total ValueCost:Balance, December 31, 2007
    
    
    
    
    
    
    
    
    
    
    - Additions (Note 1)
    
    
    360,081
    
    
    
    9
    
    
    
    360,090- Impairment charge
    
    
    (4,530
    )
    
    
    
    
    
    
    (4,530
    )Balance, December 31, 2008
    
    
    355,551
    
    
    
    9
    
    
    
    355,560- Additions (Note 1)
    
    
    126,000
    
    
    
    21
    
    
    
    126,021Balance, December 31, 2009
    
    
    481,551
    
    
    
    30
    
    
    
    481,581Accumulated depreciation:Balance, December 31, 2007
    
    
    
    
    
    
    
    
    
    
    - Depreciation charge for the
year
    
    
    (9,929
    )
    
    
    
    
    
    
    (9,929
    )Balance, December 31, 2008
    
    
    (9,929
    )
    
    
    
    
    
    
    (9,929
    )- Depreciation charge for the
year
    
    
    (26,802
    )
    
    
    (10
    )
    
    
    (26,812
    )Balance, December 31, 2009
    
    
    (36,731
    )
    
    
    (10
    )
    
    
    (36,741
    )Net book value December 31, 2009
    
    
    444,820
    
    
    
    20
    
    
    
    444,840Net book value December 31, 2008
    
    
    345,622
    
    
    
    9
    
    
    
    345,631Net book value December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
  F-24




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 7. Fixed Assets (continued):
     8. Deferred Charges:
  Dry-Docking (i)
    
    
    Financing Costs (ii)
    
    
    TotalDecember 31, 2007
    
    
    
    
    
    
    
    
    
    
    Additions
    
    
    
    
    
    
    2,981
    
    
    
    2,981Written-off
    
    
    
    
    
    
    
    
    
    
    Amortization
    
    
    
    
    
    
    (224
    )
    
    
    (224
    )December 31, 2008
    
    
    
    
    
    
    2,757
    
    
    
    2,757Additions
    
    
    7,119
    
    
    
    698
    
    
    
    7,817Written-off
    
    
    
    
    
    
    (149
    )
    
    
    (149
    )Amortization
    
    
    (1,045
    )
    
    
    (696
    )
    
    
    (1,741
    )December 31, 2009
    
    
    6,074
    
    
    
    2,610
    
    
    
    8,684
 F-25




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 8. Deferred Charges (continued):
 i)
    
    during the year ended December 31, 2009, the Company incurred dry-docking and special
survey costs of approximately $7,119, while amortization for the same period amounted to
$1,045 and is separately reflected in the accompanying consolidated statements of income.ii)
    
    Deferred finance charges are analyzed as follows:
 December 31, 2009
    
    
    December 31, 2008Arrangement fee convertible promissory note due to
shareholders, net of amortization (Note 10)
    
    
    
    
    
    
    238Deferred issuance fees
    
    
    698
    
    
    
    Long term debt issuance costs, net of amortization (Note 11)
    
    
    1,912
    
    
    
    2,5192,610
    
    
    
    2,757
   9. Deferred Revenue and Deferred Revenue  Related Party
   10. Convertible Promissory Note Due to Shareholders:
   F-26




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 10. Convertible Promissory Note Due to Shareholders (continued):
  11. Long-Term Debt:
  2009
    
    
    2008(a)Reducing revolving credit facility
    
    
    54,845
    
    
    
    54,845(b)Term facility
    
    
    129,750
    
    
    
    157,500(c)BET loan facility
    
    
    115,971
    
    
    
    Total
    
    
    300,566
    
    
    
    212,345Less  current portion
    
    
    (33,206
    )
    
    
    (27,750
    )Long-term portion
    
    
    267,360
    
    
    
    184,595
  (a) Reducing Revolving Credit Facility
     F-27




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 11. Long-Term Debt (continued):
 (b) Term Facility
  Borrower(s)


    Vessel name
    
    
    2009
    
    
    2008(a)

    Amazons Management Inc.

    Davakis G.
    
    
    28,978
    
    
    
    35,175(b)

    Lagoon Shipholding Ltd.

    Delos Ranger
    
    
    28,977
    
    
    
    35,175(c)

    Cynthera Navigation Ltd

    African Oryx
    
    
    14,548
    
    
    
    17,659(d)

    Martinique International Corp.

    Bremen Max
    
    
    22,647
    
    
    
    27,491(e)

    Harbour Business
International Corp.

    Hamburg Max
    
    
    23,591
    
    
    
    28,636(f)

    Waldeck Maritime Co.

    African Zebra
    
    
    11,009
    
    
    
    13,364Total

    
    
    
    
    
    
    129,750
    
    
    
    157,500Less  current portion

    
    
    
    
    
    
    (18,950
    )
    
    
    (27,750
    )Long-term portion

    
    
    
    
    
    
    110,800
    
    
    
    129,750
      F-28




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 11. Long-Term Debt (continued):
    
    
    not to borrow any money or permit such borrowings to continue other than by way
of a subordinated shareholders loan or enter into any agreement for deferred terms, other
than in any customary suppliers credit terms or any equipment lease or contract hire
agreement other than in the ordinary course of business;
    
    no loans, advances or investments in, any person, firm, corporation or joint
venture or to any officer, director, shareholder or customer of any such person;
    
    not to assume, guarantee or otherwise undertake the liability of any person,
firm, or company;
    
    not to authorize any capital commitments;
    
    not to declare or pay dividends in any amount greater than 60% of the net cash
flow of the Group as determined by the lender on the basis of the most recent annual audited
financial statements provided, or repay any shareholders loans or make any distributions in
excess of the above amount without the lenders prior written consent (see below for terms of
waiver obtained on December 31, 2008);
    
    not to change the Chief Executive Officer and/or Chairman of the corporate
guarantor without the prior written consent of the lender;
    
    not to assign, transfer, sell or otherwise or dispose of vessels or any property,
assets or rights without the prior written consent of the lender;
    
    to ensure that the members of the Restis and Koutsolioutsos families (or
companies affiliated with them) own at all times an aggregate of at least 10% of the issued
share capital of the corporate guarantor;
    
    no change of control in the corporate guarantor without the written consent of
the lender;
    
    not to engage in any business other than the operation of the vessels without the
prior written consent of the lender;
    
    Security margin clause: the aggregate market values of the vessels and the value
of any additional security shall not be less than (or at least) 135% of the aggregate of the
outstanding revolving credit and term facilities and any amount available for drawing under
the revolving facility, less the aggregate amount of all deposits maintained. A waiver dated
December 31, 2008 has been received for the period that the vessels continue to be under their
current charter agreements (see Note 3(b)) in order to comply with this covenant. The waiver
also stipulates that dividends will not be declared and/or any shareholders loans repaid
without the prior written consent of Marfin.
 F-29




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 11. Long-Term Debt (continued):
  
    
    ratio of financial indebtedness to earnings, before interest, taxes, depreciation
and amortization (EBITDA) shall be less than 6.5:1 (financial indebtedness or Net Debt are
defined as the sum of all outstanding debt facilities minus cash and cash equivalents). The
covenant is to be tested quarterly on a LTM basis (the last twelve months);
    
    the ratio of last twelve months EBITDA to Net Interest Expense shall not be less
than 2:1. The ratio of total liabilities to total assets shall not exceed 0.70:1;
    
    unrestricted cash deposits, other than in the favor of the lender shall not be
less than 2.5% of the financial indebtedness; and
    
    average quarterly unrestricted cash deposits, other than in the favor of the
lender shall not be less than 5% of the financial indebtedness.
    (1)
    
    the Applicable Margin throughout each Waiver Period shall be increased to: (i) Three
per cent (3.00%) per annum in respect of each Term Advance, and (ii) Three point fifty per
cent (3.50%) per annum in respect of each Revolving Advance, for each relevant interest
period;(2)
    
    The Borrowers shall prepay the following Repayment Installments in the amounts and on
the dates described below: (i) on September 25, 2009, the Borrowers shall pay the fifth
(5th) Repayment Installment in the amount of $5,250; and (ii) on January 4, 2010, the
Borrowers shall pay the sixth (6th) and seventh (7th) Repayment Installments, in the total
amount of $10,500. The next eighth (8th) Repayment Installment will be repaid in September
2010 when such Repayment Installment is due and payable;(3)
    
    On December 31, 2009 and on each date falling at semi-annual intervals thereafter
throughout any Waiver Period, if the Borrowers have a surplus of funds over the Borrowers
requirements for operation and maintenance of the vessels during the relevant period, an
amount equal to any such Surplus Earnings shall be transferred from the relevant Earnings
Account to the Seanergy Holdings Account and remain credited therein.
    (1)
    
    the Applicable Margin throughout each Waiver Period shall be increased to: (i) Three
per cent (3%) per annum in respect of each Term Advance, and (ii) Three point fifty per
cent (3.50%) per annum in respect of each Revolving Advance, for each relevant interest
period;(2)
    
    The Borrowers shall prepay the following Repayment Installments in the amounts
described below on July 1, 2010. More particularly the Borrowers shall pay on July 1, 2010:
(i) the eighth (8th) Repayment Installment in the amount of $5,250; and (ii) the ninth
(9th) Repayment Installment, in the amount of $3,200.
  F-30




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 11. Long-Term Debt (continued):
 (c) BET loan facility
   Borrower(s)
    
    Vessel name
    
    2009(a)
    
    Pulford Ocean Inc.
    
    BET Scouter
    
    
    22,247(b)
    
    Quex Shipping Inc.
    
    BET Commander
    
    
    23,668(c)
    
    Rossington Marine Corp.
    
    BET Intruder
    
    
    16,567(d)
    
    Rayford Navigation Corp.
    
    BET Prince
    
    
    33,135(e)
    
    Lewisham Maritime Inc.
    
    BET Fighter
    
    
    20,354Total
    
    
    
    
    115,971Less  current portion
    
    
    
    
    (14,256
    )Longterm portion
    
    
    
    
    101,715
     F-31




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 11. Long-Term Debt (continued):
  
    
    Not to permit any lien to be created over all or any part of the borrowers present or
future undertakings, assets, rights or revenues to secure any present or future
indebtedness;
    
    Not to merge or consolidate with any other person;
    
    Not to sell, transfer, dispose of or exercise direct control over any part of the
borrowers assets, rights or revenue without the consent of the lender;
    
    Not to undertake any business other than the ownership and operation of vessels and the
chartering of vessels to third parties;
    
    Not to acquire any assets other than the BET vessels;
    
    Not to incur any obligations except under the loan agreement and related documents or
contracts entered into in the ordinary course of business;
    
    Not to borrow money other than pursuant to the loan agreement, except that the borrowers
may borrow money from their shareholders or directors or their related companies as long as
such borrowings are subordinate to amounts due under the loan agreement;
    
    Not to guarantee, indemnify or become contingently liable for the obligations of another
person or entity except pursuant to the loan agreement and related documents, except, in
general, for certain guarantees that arise in the ordinary course of business;
    
    Not to make any loans or grant any credit to any person, except that the borrowers make
loans to BET or the borrowers related companies as long as they are made on an arms
length basis in the ordinary course of business and are fully subordinated to the rights of
the lender;
    
    Not to redeem their own shares of stock;
    
    Not to permit any change in the legal or beneficial ownership of any of the borrowers or
BET or cause any change in the shareholders agreement or constitutional documents related
to BET; and
    
    Not to enter into any related party transactions except on an arms length basis and for
full value.
  (1)
    
    applicable margin for the period between July 1, 2009 and ending on June 30, 2010 (the
amendment period) shall be increased to two per cent (2%) per annum;(2)
    
    the borrowers to pay part of the loan in the amount of $20,000;(3)
    
    the borrowers and the corporate guarantor have requested and the creditors consented to
 a.
    
    the temporary reduction of the security requirement during the
amendment period to 100%; andb.
    
    the temporary reduction of the minimum equity ratio requirement of the
principal corporate guarantee to be amended from 0.30:1.0 to 0.175:1.0 during the
amendment period at the end of the accounting periods ending on December 31, 2009
and June 30, 2010.
   F-32




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 11. Long-Term Debt (continued):
  Reducing RevolvingTerm Facility
    
    
    Credit Facility
    
    
    BET Loan Facility
    
    
    Total2010
    
    
    18,950
    
    
    
    
    
    
    
    14,256
    
    
    
    33,2062011
    
    
    12,800
    
    
    
    6,845
    
    
    
    14,256
    
    
    
    33,9012012
    
    
    12,800
    
    
    
    12,000
    
    
    
    14,256
    
    
    
    39,0562013
    
    
    12,800
    
    
    
    12,000
    
    
    
    14,256
    
    
    
    39,0562014
    
    
    12,800
    
    
    
    12,000
    
    
    
    14,256
    
    
    
    39,056Thereafter
    
    
    59,600
    
    
    
    12,000
    
    
    
    44,691
    
    
    
    116,291129,750
    
    
    
    54,845
    
    
    
    115,971
    
    
    
    300,566
 12. Capital Structure:
 (a) Common Stock
   (b) Warrants
   (i)
    
    subject to certain limited exceptions, none of the warrants are transferable or saleable
until after Seanergy Maritime Corp. completes a business combination;(ii)
    
    the warrants are not subject to redemption if held by the initial holders thereof; and(iii)
    
    the warrants may be exercised on a cashless basis if held by the initial holders thereof by
surrendering these warrants for that number of shares of common stock equal to the quotient
obtained by dividing the product of the number of shares of common stock underlying the
warrants, multiplied by the difference between the warrant price and fair value. The fair
value is defined to mean the average reported last sales price of common stock for the 10
trading days ending on the third business day prior to the date on which notice of exercise is
received. No placement fees were payable on the warrants sold in the Private Placement. The
sale of the
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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 12. Capital Structure (continued):
   
    
    in whole and not in part,
    
    at a price of $0.01 per warrant at any time,
    
    upon a minimum of 30 days prior written notice of redemption, and if, and only
if, the last sale price of the common stock equals or exceeds $14.25 per share for any 20
trading days within a 30 trading day period ending three business days prior to the notice of
redemption to the warrant holders.
    (c) Registration Rights
    F-34




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 12. Capital Structure (continued):
 (d) Preferred Stock
  (e) Common Stock Subject to Redemption
  13. Dividends:
     F-35




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 14.
    
    Earnings per Share:
  2009
    
    
    2008
    
    
    2007Basic:Net income (loss) attributable to Seanergy Maritime
Holdings Corp.
    
    
    30,052
    
    
    
    (31,985
    )
    
    
    1,445Weighted average common shares outstanding  basic
    
    
    25,882,967
    
    
    
    26,452,291
    
    
    
    11,754,095Net income (loss) per common share  basic
    
    $
    1.16
    
    
    $
    (1.21
    )
    
    $
    0.12Diluted:Net income (loss) attributable to Seanergy Maritime
Holdings Corp.
    
    
    30,052
    
    
    
    (31,985
    )
    
    
    1,445Interest expense on convertible promissory note due
to shareholders
    
    
    386
    
    
    
    182
    
    
    
    13Diluted net income (loss)
    
    
    30,438
    
    
    
    (31,803
    )
    
    
    1,458Weighted average common shares outstanding  basic
    
    
    25,882,967
    
    
    
    26,452,291
    
    
    
    11,754,095Convertible note  to related party
    
    
    1,424,110
    
    
    
    
    
    
    
    Contingently-issuable shares  earn-out
    
    
    3,222,204
    
    
    
    
    
    
    
    Warrants
    
    
    
    
    
    
    
    
    
    
    3,282,188Weighted average common shares outstanding  diluted
    
    
    30,529,281
    
    
    
    26,452,291
    
    
    
    15,036,283Net income (loss) per common share  diluted
    
    $
    1.00
    
    
    $
    (1.21
    )
    
    $
    0.10
    Private warrants
    
    
    16,016,667Public warrants
    
    
    22,968,000Underwriters purchase options  common shares
    
    
    1,000,000Underwriters purchase options  warrants
    
    
    1,000,000Total
    
    
    40,984,667
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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 15. Commitments and Contingencies:
   
 Rental commitments2010
    
    
    7322011
    
    
    648Total
    
    
    1,380
  Future minimum contractual charter revenue2010
    
    
    59,7592011
    
    
    21,788Total
    
    
    81,547
 16. Vessel Revenue  Related Party, net:
  17. Direct Voyage Expenses:
  2009
    
    
    2008
    
    
    2007Bunkers
    
    
    349
    
    
    
    107
    
    
    
    Port expenses
    
    
    303
    
    
    
    44
    
    
    
    Other
    
    
    101
    
    
    
    
    
    
    
    Total
    
    
    753
    
    
    
    151
    
    
    
    
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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 18. Vessel Operating Expenses:
  2009
    
    
    2008
    
    
    2007Crew wages and related costs
    
    
    7,815
    
    
    
    1,734
    
    
    
    Chemicals and lubricants
    
    
    2,088
    
    
    
    591
    
    
    
    Repairs and maintenance
    
    
    4,519
    
    
    
    449
    
    
    
    Insurance
    
    
    1,556
    
    
    
    300
    
    
    
    Miscellaneous expenses
    
    
    244
    
    
    
    106
    
    
    
    Total
    
    
    16,222
    
    
    
    3,180
    
    
    
    
 19. General and Administration Expenses:
  2009
    
    
    2008
    
    
    2007Auditors and accountants fees
    
    
    1,159
    
    
    
    695
    
    
    
    Professional services
    
    
    1,831
    
    
    
    830
    
    
    
    357Salaries, BOD remuneration and other compensation
    
    
    2,086
    
    
    
    294
    
    
    
    D&O Insurance
    
    
    120
    
    
    
    96
    
    
    
    25Other
    
    
    732
    
    
    
    246
    
    
    
    63Total
    
    
    5,928
    
    
    
    2,161
    
    
    
    445
 20. General and Administration Expenses  Related Party:
  2009
    
    
    2008
    
    
    2007Office rental (Note 3(d))
    
    
    726
    
    
    
    88
    
    
    
    Administrative fee (Note 3(a))
    
    
    16
    
    
    
    21
    
    
    
    Total
    
    
    742
    
    
    
    109
    
    
    
    
 21. Interest and Finance Costs:
  2009
    
    
    2008
    
    
    2007Interest on long-term debt
    
    
    4,695
    
    
    
    2,768
    
    
    
    Interest on revolving credit facility
    
    
    1,659
    
    
    
    799
    
    
    
    Amortization of debt issuance costs
    
    
    753
    
    
    
    174
    
    
    
    Commitment fee on un-drawn revolving credit facility
    
    
    14
    
    
    
    39
    
    
    
    Other
    
    
    109
    
    
    
    115
    
    
    
    45Total
    
    
    7,230
    
    
    
    3,895
    
    
    
    45
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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 22. Interest Income  Money Market Funds:
  23. Financial Instruments:
  (a) Significant Risks and Uncertainties, including Business and Credit Concentration
       F-39




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 23. Financial Instruments (continued):
  (b) Interest Rate Risk :
  Fair Value of Financial Instruments
  2009
    
    
    2008Carrying value
    
    
    Fair value
    
    
    Carrying value
    
    
    Fair valueFinancial assets:Cash and cash equivalents
    
    
    63,607
    
    
    
    63,607
    
    
    
    27,543
    
    
    
    27,543Accounts receivable trade, net
    
    
    495
    
    
    
    495
    
    
    
    
    
    
    
    Due from related parties
    
    
    265
    
    
    
    265
    
    
    
    577
    
    
    
    577Financial liabilities:Long-term debt
    
    
    300,566
    
    
    
    300,566
    
    
    
    212,345
    
    
    
    212,345Convertible promissory note due to shareholders
    
    
    
    
    
    
    
    
    
    
    29,043
    
    
    
    28,453Trade accounts and other payables
    
    
    990
    
    
    
    990
    
    
    
    674
    
    
    
    674Due to underwriters
    
    
    19
    
    
    
    19
    
    
    
    419
    
    
    
    419Accrued expenses
    
    
    1,719
    
    
    
    1,719
    
    
    
    541
    
    
    
    541Accrued interest
    
    
    1,508
    
    
    
    1,508
    
    
    
    166
    
    
    
    166Financial instruments  current liabilities
    
    
    3,556
    
    
    
    3,556
    
    
    
    
    
    
    
    Financial instruments  net of current portion
    
    
    1,550
    
    
    
    1,550Accrued charges on convertible promissory note due to shareholders
    
    
    
    
    
    
    
    
    
    
    420
    
    
    
    420
   F-40




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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 23. Financial Instruments (continued):
  a.
    
    Cash and cash equivalents, accounts receivable trade, net, due from related parties, trade
accounts and other payables, due to underwriters, accrued expenses, and accrued interest: The
carrying amounts approximate fair value because of the short maturity of these instruments.
Restricted cash includes bank deposits that are required under the Companys borrowing
arrangements which are used to fund the loan installments coming due under the loan
agreements. The funds can only be used for the purposes of loan repayment.b.
    
    Convertible promissory note: The fair value is determined by discounting the face value and
applicable coupons which take into account the interest rate curve of the currency of the
convertible note, the credit spread of the Company, the stock volatility, as well as any
dividends paid by the Company.c.
    
    Long-term debt: The carrying value approximates the fair market value as the long-term debt
bears interest at floating interest rate.d.
    
    As of December 31, 2009 the Company had outstanding three interest rate swap agreements
respectively maturing from March 2011 through January 2013. These contracts do not qualify for
hedge accounting and as such changes in their fair values are reported to earnings. The fair
value of these agreements equates to the amount that would be paid by the Company if the
agreements were cancelled at the reporting date, taking into account current interest rates.
   (c) Fair Value Hierarchy
  Level 1
 Level 2
 Level 3
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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 23. Financial Instruments (continued):
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalInterest Rate Swap  Current liabilities
    
    
    
    
    
    
    (3,556
    )
    
    
    
    
    
    
    (3,556
    )Interest Rate Swap  Net of current
portion
    
    
    
    
    
    
    (1,550
    )
    
    
    
    
    
    
    (1,550
    )(5,106
    )
    
    
    
    
    
    
    (5,106
    )
  Derivatives notdesignated ashedging instruments
    
    Location of loss recognized

    
    Amount of loss2009
    
    
    2008Interest rate swaps
    
    Loss on interest rate swaps
    
    
    (1,575
    )
    
    
    
 24. Accrued expenses
  2009
    
    
    2008Accrued dry-docking costs
    
    
    131
    
    
    
    Accrued audit and financial advisory costs
    
    
    1,484
    
    
    
    460Accrued voyage expenses
    
    
    17
    
    
    
    13Accrued insurance and related liabilities
    
    
    87
    
    
    
    18Other accrued liabilities
    
    
    
    
    
    
    50Total
    
    
    1,719
    
    
    
    541
 25. Fair value of below market acquired time charters
  Amount to be Amortized asAmortized
    
    

    of December 31Amount Acquired
    
    
    to Dec 31, 2009
    
    
    2010
    
    
    2011Fair value of below
market acquired
time charters
    
    
    710
    
    
    
    125
    
    
    
    319
    
    
    
    266
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SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 26. Insurance claims
  2009
    
    
    2008Hull and machinery
    
    
    1,166
    
    
    
    Crew medical
    
    
    78
    
    
    
    Other
    
    
    16
    
    
    
    Total
    
    
    1,260
    
    
    
    
 27. Goodwill
      2009
    
    
    2008Balance as of January 1Goodwill
    
    
    44,795
    
    
    
    Accumulated impairment losses
    
    
    (44,795
    )
    
    
    
    
    
    
    Goodwill acquired during the year
    
    
    17,275
    
    
    
    44,795Impairment losses
    
    
    
    
    
    
    (44,795
    )Balance as of December 31Goodwill
    
    
    62,070
    
    
    
    44,795Accumulated impairment losses
    
    
    (44,795
    )
    
    
    (44,795
    )17,275
    
    
    
    
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##### Table of Contents



SEANERGY MARITIME HOLDINGS CORP.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 28. Subsequent Events
  a)
    
    On January 28, 2010, the Company priced a public offering of 20,833,333 shares of
common stock. The Company has granted the representatives of the underwriters a 45-day
option to purchase up to an additional 3,125,000 shares of common stock to cover
over-allotments. The shares were offered to the public at $1.20 per share. Four of the
Companys major shareholders affiliated with the Restis family purchased an additional
4,166,667 shares of common stock directly from the Company at the public offering price.
The offering and the concurrent sale of 4,166,667 shares to entities affiliated with the
Restis family settled and closed on February 3, 2010. The purpose of the offering is the
acquisition of a new vessel, and resulted in net proceeds of approximately $28,000.b)
    
    On February 8, 2010, the Company terminated a memorandum of agreement for the intended
acquisition of a 2009 Capesize vessel.c)
    
    On March 19, 2010, the underwriters exercised the over-allotment option to purchase an
additional 1,945,000 shares of the Companys common stock, which resulted in additional net
proceeds to the Company of approximately $2,100.
 F-44