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6-K 1 tm2317572d1_6k.htm FORM 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of: June 2023

 

Commission File Number: 001-34985

 

 

 

Globus Maritime Limited

(Translation of registrant’s name into English)

 

128 Vouliagmenis Avenue, 3rd Floor, Glyfada, Attica, Greece, 166 74

(Address of principal executive office) 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F    x Form 40-F    ¨  

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 


 

EXHIBIT INDEX

 

Exhibit Number   Document
     
99.1   Globus Maritime Limited Reports Financial Results for the Quarter ended March 31, 2023
     
99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations and unaudited interim condensed consolidated financial statements as at March 31, 2023 and for the three-month periods ended March 31, 2023 and 2022

 

THIS REPORT ON FORM 6-K (BUT EXCLUDING EXHIBIT 99.1 HEREOF) IS HEREBY INCORPORATED BY REFERENCE INTO THE COMPANY’S REGISTRATION STATEMENTS: (A) ON FORM F-3 (FILE NO. 333-240042), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2020 AND DECLARED EFFECTIVE AUGUST 6, 2020 (B) ON FORM F-3 (FILE NO. 333-239250), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2020 AND DECLARED EFFECTIVE AUGUST 6, 2020, AND (C) ON FORM F-3 (FILE NO. 333-240265), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 2020 AND DECLARED EFFECTIVE ON AUGUST 12, 2020.

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  GLOBUS MARITIME LIMITED
     
  By: /s/ Athanasios Feidakis
  Name: Athanasios Feidakis
  Title: President, Chief Executive Officer and Chief Financial Officer

 

Date: June 02, 2023

 

 

 

EX-99.1 2 tm2317572d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

Globus Maritime Limited Reports Financial Results for the Quarter

Ended March 31, 2023

 

Glyfada, Greece, June 2, 2023, Globus Maritime Limited (“Globus”, the “Company”, “we”, or “our”) (NASDAQ: GLBS), a dry bulk shipping company, today reported its unaudited consolidated operating and financial results for the quarter ended March 31, 2023.

 

·         Revenue

 

o $8.6 million in Q1 2023 compared to $18.4 million in Q1 2022

 

·         Net income

 

o $2.6 million in Q1 2023 compared to $12.1 million in Q1 2022

 

·         Adjusted EBITDA

 

o $1.3 million in Q1 2023 compared to $13.8 million in Q1 2022

 

·         Time Charter Equivalent

 

o $8,780 per day in Q1 2023 compared to $23,643 per day in Q1 2022

 

Current Fleet Profile

 

As of the date of this press release, Globus’ subsidiaries own and operate nine dry bulk carriers, consisting of four Supramax, one Panamax and four Kamsarmax.

 

Vessel Year Built Yard Type Month/Year Delivered DWT Flag
Moon Globe 2005 Hudong-Zhonghua Panamax June 2011 74,432 Marshall Is.
Sun Globe 2007 Tsuneishi Cebu Supramax Sept 2011 58,790 Malta
River Globe 2007 Yangzhou Dayang Supramax Dec 2007 53,627 Marshall Is.
Sky Globe 2009 Taizhou Kouan Supramax May 2010 56,855 Marshall Is.
Star Globe 2010 Taizhou Kouan Supramax May 2010 56,867 Marshall Is.
Galaxy Globe 2015 Hudong-Zhonghua Kamsarmax October 2020 81,167 Marshall Is.
Diamond Globe 2018 Jiangsu New Yangzi Shipbuilding Co.

Kamsarmax

June 2021 82,027 Marshall Is.
Power Globe 2011 Universal Shipbuilding Corporation Kamsarmax July 2021 80,655 Marshall Is.
Orion Globe 2015 Tsuneishi Zosen Kamsarmax November 2021 81,837 Marshall Is.
Weighted Average Age: 11.4  Years as at March 31, 2023   626,257  

 

Current Fleet Deployment

 

All our vessels are currently operating on short-term time charters, we generally consider as spot charters, the charters that are below one year in duration and/or are chartered on index linked basis (“on spot”).

 

Registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island,

P.O. Box 1405, Majuro, Marshall Islands MH 96960

Comminucations Address: c/o Globus Shipmanagement Corp.

128 Vouliagmenis Avenue, 3rd Floor, 166 74 Glyfada, Greece

Tel: +30 210 9608300, Fax: +30 210 9608359, e-mail: info@globusmaritime.gr

www.globusmaritime.gr

 

 

 

 


 

Management Commentary

 

“The market was generally weak during the first quarter of 2023 with some improvement in the beginning of the second quarter. Recently the market has weakened again, but our view on the dry bulk prospects remains positive in the medium and longer term. We believe that positions in the industry should be taken with a long-term view. Our optimism is primarily derived from the supply side of the dry bulk industry; with the order book being historically at relatively low levels, which coupled with the environmental regulations regarding emissions and fuel consumption could constrain the supply further. A lower supply of vessels that could result from a lower orderbook along with the required compliance of new regulations and environmental targets, should have a positive effect on the market, assuming there are no unforeseen demand shocks.

 

At present we are working with various financial institutions on exploring financing and refinancing transactions with better terms and conditions in order to expand and modernize our fleet.

 

We are always keen on accretive deals that would allow us not only to modernize our fleet and make it more efficient but also to maximize value for our shareholders.”

 

Recent Developments

 

Contract for new building vessels

 

On April 29, 2022, the Company signed a contract for the construction and purchase of one fuel-efficient bulk carrier of about 64,000 dwt. The vessel will be built at Nihon Shipyard Co. in Japan and is scheduled to be delivered during the first half of 2024. The total consideration for the construction of the vessel is approximately $37.5 million, which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $7.4 million and in March 2023 paid the 2nd instalment of $3.7 million.

 

On May 13, 2022, the Company signed two contracts for the construction and purchase of two fuel-efficient bulk carriers of about 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHI Ship Engineering Co. in China with the first one scheduled to be delivered during the third quarter of 2024 and the second one scheduled during the fourth quarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million, which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $13.8 million and in November 2022 paid the 2nd instalment of $6.9 million for both vessels under construction.

 

Debt financing

 

In August 2022, the Company reached an agreement with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) for a deed of accession, amendment and restatement of the “CIT loan facility” (as referred at 2021 Annual Report) by the accession of an additional borrower in order to increase the loan facility from a total of $34.25 million to $52.25 million, by a top up loan amount of $18 million for the purpose of financing vessel Orion Globe and for general corporate and working capital purposes of all the borrowers and Globus. The CIT loan facility (including the new top up loan amount) is now further secured by a first preferred mortgage over the vessel Orion Globe. Furthermore, the benchmark rate was amended from LIBOR to SOFR and the applicable margin from 3.75% to 3.35% for the whole CIT loan facility. The Company also entered into a new swap agreement in order for the additional borrower to enter into hedging transactions (separately from those entered by the other borrowers) with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.).

 

Sale of vessel

 

On March 6, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1 million (absolute amount), before commissions, to an unaffiliated third party, which sale is subject to standard closing conditions. The vessel is expected to be delivered to its new owners in June 2023.

 

Conflicts

 

The conflict between Russia and Ukraine, which commenced in February 2022, has disrupted supply chains and caused instability and significant volatility in the global economy. Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that such instability, uncertainty and resulting volatility could significantly increase the costs of the Company and adversely affect its business, including the ability to secure charters and financing on attractive terms, and as a result, adversely affect the Company’s business, financial condition, results of operation and cash flows. Currently there is no direct effect on the Company’s operations.

 

2


 

Earnings Highlights

 

    Three months ended March 31,  
(Expressed in thousands of U.S dollars except for daily rates and per share data)   2023     2022  
Revenue     8,579       18,441  
Net income     2,586       12,083  
Adjusted EBITDA (1)     1,341       13,821  
Basic & diluted income per common share (2)     0.13       0.59  

 

(1) Adjusted EBITDA is a measure not in accordance with generally accepted accounting principles (“GAAP”). See a later section of this press release for a reconciliation of Adjusted EBITDA to net income and net cash generated from operating activities, which are the most directly comparable financial measures calculated and presented in accordance with the GAAP measures.
(2) The weighted average number of common shares for the three-month period ended March 31, 2023, and 2022 was 20,582,301.

 

First Quarter of the Year 2023 compared to the First Quarter of the Year 2022

 

Net income for the three-month period ended March 2023 amounted to $2.6 million or $0.13 basic and diluted income per share based on 20,582,301 weighted average number of shares, compared to $12.1 million for the same period last year or $0.59 basic and diluted income per share based on 20,582,301 weighted average number of shares.

 

Revenue

 

During the three-month period ended March 31, 2023, and 2022, our Voyage revenues reached $8.5 million and $18.4 million respectively. The 54% decrease in Voyage revenues was mainly attributed to the decrease in the average time charter rates achieved by our vessels during the three-month period ended March 31, 2023, compared to the same period in 2022. Daily Time Charter Equivalent rate (TCE) for the three-month period of 2023 was $8,780 per vessel per day against $23,643 per vessel per day during the same period in 2022 corresponding to a decrease of 63%, which is attributed to the worse conditions throughout the bulk market for the first quarter of 2023.

 

Fleet Summary data

    Three months ended March 31,  
    2023     2022  
Ownership days (1)     810       810  
Available days (2)     783       810  
Operating days (3)     777       798  
Fleet utilization (4)     99.3 %     98.5 %
Average number of vessels (5)     9.0       9.0  
Daily time charter equivalent (“TCE”) rate (6)   $ 8,780     $ 23,643  
Daily operating expenses (7)   $ 5,579     $ 5,377  

 

Notes:

 

(1) Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us.
(2) Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys.
(3) Operating days are the number of available days less the aggregate number of days that the vessels are off-hire due to any reason, including unforeseen circumstances but excluding days during which vessels are seeking employment.
(4) We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during the period.
(5) Average number of vessels is measured by the sum of the number of days each vessel was part of our fleet during a relevant period divided by the number of calendar days in such period.
(6) TCE rates are our voyage revenues plus any potential gain on sale of bunkers less voyage expenses during a period divided by the number of our available days during the period which is consistent with industry standards. TCE is a measure not in accordance with GAAP.
(7) We calculate daily vessel operating expenses by dividing vessel operating expenses by ownership days for the relevant time period.

 

3


 

Selected Consolidated Financial & Operating Data

 

    Three months ended March 31,  
Consolidated Condensed Statements of Operations:   2023     2022  
(In thousands of U.S. dollars, except per share data)   (unaudited)  
Revenue     8,579       18,441  
Voyage and Operating vessel expenses     (6,133 )     (3,555 )
General and administrative expenses     (1,114 )     (1,075 )
Depreciation and amortization     (2,438 )     (2,355 )
Reversal of Impairment     4,400       -  
Other income, net     9       10  
Interest expense and finance cost, net     (506 )     (350 )
(Loss)/Gain on derivative financial instruments, net     (211 )     967  
Net income for the period     2,586       12,083  
                 
Basic & diluted income per share for the period (1)     0.13       0.59  
Adjusted EBITDA (2)     1,341       13,821  

 

(1) The weighted average number of shares for the three-month period ended March 31, 2023, and 2022 was 20,582,301.

 

(2) Adjusted EBITDA represents net earnings/(losses) before interest and finance costs net, gains or losses from the change in fair value of derivative financial instruments, foreign exchange gains or losses, income taxes, depreciation, depreciation of dry-docking costs, amortization of fair value of time charter acquired, impairment and gains or losses on sale of vessels. Adjusted EBITDA does not represent and should not be considered as an alternative to total comprehensive income/(loss) or cash generated from operations, as determined by IFRS, and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies. Adjusted EBITDA is not a recognized measurement under IFRS.

 

Adjusted EBITDA is included herein because it is a basis upon which we assess our financial performance and because we believe that it presents useful information to investors regarding a company’s ability to service and/or incur indebtedness and it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

 

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under IFRS. Some of these limitations are:

 

· Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
· Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;
· Adjusted EBITDA does not reflect changes in or cash requirements for our working capital needs; and
· Other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

 

Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business.

 

The following table sets forth a reconciliation of Adjusted EBITDA to total comprehensive income and net cash generated from operating activities for the periods presented:

 

    Three months ended March 31,  
    2023     2022  
(Expressed in thousands of U.S. dollars)   (Unaudited)  
Net income for the period     2,586       12,083  
Interest expense and finance cost, net     506       350  
Loss/(Gain) on derivative financial instruments, net     211       (967 )
Depreciation and amortization     2,438       2,355  
Reversal of Impairment loss     (4,400 )     -  
Adjusted EBITDA     1,341       13,821  
Payment of deferred dry-docking costs     (3,946 )     (891 )
Net decrease/(increase) in operating assets     76       (2,562 )
Net decrease in operating liabilities     (46 )     (42 )
Provision for staff retirement indemnities     27       (2 )
Foreign exchange (losses)/ gains net, not attributed to cash and cash equivalents     (7 )     3  
Net cash (used in) / generated from operating activities     (2,555 )     10,327  

 

4


 

    Three months ended March 31,  
    2023     2022  
(Expressed in thousands of U.S. dollars)   (Unaudited)  
Statement of cash flow data:      
Net cash (used in)/generated from operating activities     (2,555 )     10,327  
Net cash used in investing activities     (3,354 )     (15 )
Net cash used in financing activities     (767 )     (2,248 )

 

 

    As at March 31,     As at December 31,  
    2023     2022  
(Expressed in thousands of U.S. Dollars)   (Unaudited)  
Consolidated Condensed Balance Sheet Data:                
Vessels and other fixed assets, net     151,652       157,633  
Cash and cash equivalents (including restricted cash)     50,554       58,801  
Other current and non-current assets     21,958       9,024  
Total assets     224,164       225,458  
Total equity     173,284       170,698  
Total debt net of unamortized debt discount     42,725       44,325  
Other liabilities     8,155       10,435  
Total equity and liabilities     224,164       225,458  

 

About Globus Maritime Limited

 

Globus is an integrated dry bulk shipping company that provides marine transportation services worldwide and presently owns, operates and manages a fleet of nine dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Globus’ subsidiaries own and operate nine vessels with a total carrying capacity of 626,257 Dwt and a weighted average age of 11.4 years as at March 31, 2023.

 

Safe Harbor Statement

 

This communication contains “forward-looking statements” as defined under U.S. federal securities laws. Forward-looking statements provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially from those anticipated in forward-looking statements for many reasons specifically as described in the Company’s filings with the Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication. Globus undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this communication or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Globus describes in the reports it will file from time to time with the Securities and Exchange Commission after the date of this communication.

 

For further information please contact:

 

Globus Maritime Limited   +30 210 960 8300
Athanasios Feidakis, CEO   a.g.feidakis@globusmaritime.gr
     
Capital Link – New York   +1 212 661 7566
Nicolas Bornozis   globus@capitallink.com

 

5

EX-99.2 3 tm2317572d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

GLOBUS MARITIME LIMITED

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following is a discussion of our financial condition and results of operations for the three-month periods ended March 31, 2023 and 2022. Unless otherwise specified herein, references to the “Company”, “we” or “our” shall include Globus Maritime Limited (NASDAQ: GLBS) and its subsidiaries. You should read the following discussion and analysis together with our unaudited interim condensed consolidated financial statements as at March 31, 2023 and for the three-month periods ended March 31, 2023 and 2022, and the accompanying notes thereto, included elsewhere in this report. For the additional information relating to our management’s discussion and analysis of the financial condition and results of operations, please see our Annual Report on Form of 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2023 (the “Annual Report”).

 

Forward-Looking Statements

 

Our disclosure and analysis herein pertain to our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business and making acquisitions, includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “may,” “should” and similar expressions are forward-looking statements. All statements herein that are not statements of either historical or current facts are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as our future operating or financial results, global and regional economic and political conditions, including piracy, pending vessel acquisitions, our business strategy and expected capital spending or operating expenses, including dry-docking and insurance costs, competition in the dry bulk industry, statements about shipping market trends, including charter rates and factors affecting supply and demand, our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities, our ability to enter into fixed-rate charters after our current charters expire and our ability to earn income in the spot market and our expectations of the availability of vessels to purchase, the time it may take to construct new vessels, and vessels’ useful lives. Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully under “Item 3. Key Information – D. Risk Factors” of the Annual Report. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements.

 

Factors that might cause future results to differ include, but are not limited to, the following:

 

  changes in governmental rules and regulations or actions taken by regulatory authorities;
     
  changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to perform under existing time charters;
     
  the length and number of off-hire periods and dependence on third-party managers; and
     
  other factors discussed under “Item 3. Key Information – D. Risk Factors” of the Annual Report.

 

You should not place undue reliance on forward-looking statements contained herein because they are statements about events that are not certain to occur as described or at all. All forward-looking statements herein are qualified in their entirety by the cautionary statements contained herein. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements. Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

 


 

Overview

 

The address of the registered office of Globus Maritime Limited (“Globus”) is: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

 

The principal business of the Company is the ownership and operation of a fleet of dry bulk motor vessels (“m/v”), providing maritime services for the transportation of dry cargo products on a worldwide basis. The Company conducts its operations through its vessel owning subsidiaries.

 

The operations of the vessels are managed by Globus Shipmanagement Corp. (the “Manager”), a wholly owned Marshall Islands corporation. The Manager has an office in Greece, located at 128 Vouliagmenis Avenue, 166 74 Glyfada, Greece and provides the commercial, technical, cash management and accounting services necessary for the operation of the fleet in exchange for a management fee. The management fee is eliminated on consolidation. The unaudited interim condensed consolidated financial statements, prepared under IFRS, include the financial statements of Globus and its subsidiaries listed below, all wholly owned by Globus as at March 31, 2023:

 

Company Country of Incorporation Vessel Delivery
Date
Vessel Owned
       
Globus Shipmanagement Corp. Marshall Islands - Management Co.
       
Devocean Maritime Ltd. Marshall Islands December 18, 2007 m/v River Globe
       
Domina Maritime Ltd. Marshall Islands May 19, 2010 m/v Sky Globe
       
Dulac Maritime S.A. Marshall Islands May 25, 2010 m/v Star Globe
       
Artful Shipholding S.A. Marshall Islands June 22, 2011 m/v Moon Globe
       
Longevity Maritime Limited Malta September 15, 2011 m/v Sun Globe
       
Serena Maritime Limited Marshall Islands October 29, 2020 m/v Galaxy Globe
       
Talisman Maritime Limited Marshall Islands July 20, 2021 m/v Power Globe
       
Argo Maritime Limited Marshall Islands June 9, 2021 m/v Diamond Globe
       
Calypso Shipholding S.A. Marshall Islands - Hull No: S-1885*
       
Daxos Maritime Limited Marshall Islands - Hull No: NE-442*
       
Olympia Shipholding S.A. Marshall Islands - -
       
Paralus Shipholding S.A. Marshall Islands - Hull No: NE-443*
       
Salaminia Maritime Limited Marshall Islands November 29, 2021 m/v Orion Globe

 

* New building vessels

 

Results of Operations

 

Our revenues consist of earnings under the charters on which we employ our vessels. We believe that the important measures for analysing trends in the results of our operations consist of the following:

 

Revenues

 

The Company generates its revenues from charterers from the charter hire of its vessels. Vessels are chartered using time charters, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate. If a time charter agreement exists and collection of the related revenue is reasonably assured, revenue is recognised on a straight - line basis over the period of the time charter. Such revenues are treated in accordance with IFRS 16 as lease income while the portion of time charter revenues related to technical management services are recognized in accordance with IFRS 15. Associated broker commissions are recognised on a pro-rata basis over the duration of the period of the time charter. Deferred revenue relates to cash received prior to the financial position date and is related to revenue earned after such date.

 

For time charters that qualify as leases, the Company is required to disclose lease and non-lease components of voyage revenue. The revenue earned under time charters is not negotiated in its two separate components, but as a whole. For purposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of such charters and the age of the vessel. The Company believes that the standalone transaction price attributable to the technical management service component, including crewing services, is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using data provided by its technical department, which consist of the crew expenses, maintenance and consumable costs and was approximately $4,620 and $4,445 for the periods ended March 31, 2023 and 2022, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the non-lease component revenue and was $3,869 and $13,906 for the periods ended March 31, 2023 and 2022, respectively.

 

The Company enters into consultancy agreements with other companies for the purpose of providing consultancy services. For these services the Company receives a fee. The total income from these fees is classified in the income statement component of the condensed consolidated statement of comprehensive income under management & consulting fee income.

 

 


 

Time Charters

 

A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port and canal charges and the cost of bunkers (fuel oil), but the vessel owner pays vessel operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores and tonnage taxes. Time charter rates are usually set at fixed rates during the term of the charter. Prevailing time charter rates fluctuate on a seasonal and on a year-to-year basis and, as a result, when employment is being sought for a vessel with an expiring or terminated time charter, the prevailing time charter rates achievable in the time charter market may be substantially higher or lower than the expiring or terminated time charter rate. Fluctuation in time charter rates are influenced by changes in spot charter rates, which are in turn influenced by a number of factors, including vessel supply and demand. The main factors that could increase total vessel operating expenses are crew salaries, insurance premiums, spare parts, repairs that are not covered under insurance policies and lubricant prices.

 

Voyage Expenses

 

Voyage expenses primarily consist of port, canal and bunker expenses that are unique to a particular charter under time charter arrangements are paid by the charterers or by the Company under voyage charter arrangements. Furthermore, voyage expenses include brokerage commission on revenue paid by the Company.

 

Gain on sale of bunkers, net

 

In addition to voyage expenses, the Company may also record a gain from bunkers which results mainly from the difference in the value of bunkers paid by the Company when the vessel is redelivered to the Company from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold by the Company when the vessel is delivered to a new charterer.

 

Vessel Operating Expenses

 

Vessel operating expenses primarily consist of crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses necessary for the operation of the vessel and borne by the owner. All vessel operating expenses are expensed as incurred.

 

General and Administrative Expenses

 

The primary components of general and administrative expenses consist of the services of our senior executive officers, and the expenses associated with being a public company. Such public company expenses include the costs of preparing public reporting documents, legal and accounting costs and costs related to compliance with the rules, regulations and requirements of the SEC, the rules of NASDAQ, board of directors’ compensation and investor relations.

  

Depreciation

 

We depreciate the cost of our vessels after deducting the estimated residual value, on a straight-line basis over the expected useful life of each vessel, which is estimated to be 25 years from the date of initial delivery from the shipyard. We estimated the residual values of our vessels to be $380 per lightweight ton until September 30, 2022. During the fourth quarter of 2022, we adjusted the scrap rate from $380/ton to $440/ton due to the increased scrap rates worldwide.

 

Interest and Finance Costs

 

We have historically incurred interest expense and financing costs in connection with the debt incurred to partially finance the acquisition of our existing fleet. The interest rate was calculated until August 10, 2022 based on the three-month LIBOR rate and applicable margin and on SOFR rate and applicable margin thereafter.

 

Gain/(Loss) on derivative financial instruments

 

The Company enters into interest rate swap agreements to manage its exposure to fluctuations of interest rate risk associated with its borrowings. Interest Rate Swaps are measured at fair value. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The valuation technique used for the Interest Rate Swaps is the discounted cash flow. The Company has not designated these interest rate swaps for hedge accounting.

 

The fair value of the Interest Rate Swaps is classified under “Fair value of derivative financial instruments” either under assets or liabilities in the consolidated statement of financial position. In the event that the respective asset or liability is expected to be materialized within the next twelve months, it is classified as current asset or liability. Otherwise, the respective asset or liability is classified as non-current asset or liability.

 

The change in fair value deriving from the valuation of the Interest Rate Swap at the end of each reporting period is classified under “Gain/ (Loss) on derivative financial instruments” in the consolidated statement of comprehensive income. Realized gains or losses resulting from interest rate swaps are recognized in profit or loss under “Gain/(Loss) on derivative financial instruments” in the consolidated statement of comprehensive income.

 

 


 

Selected Information

 

Our selected consolidated financial and other data for the three-month period ended March 31, 2023 and 2022 and as at March 31, 2023 presented in the tables below have been derived from our unaudited interim condensed consolidated financial statements and notes thereto, included elsewhere herein. Our selected consolidated financial data as at December 31, 2022, presented in the tables below have been derived from our audited financial statements and notes thereto, included in our Annual Report.

 

Consolidated Statements of Comprehensive Income Data

(In thousands of U.S. Dollars)

 

    Three months ended March 31,  
    2023     2022  
    (unaudited)  
Voyage revenues     8,489       18,351  
Management & consulting fee income     90       90  
Total Revenues     8,579       18,441  
                 
Voyage expenses     (1,614 )     (349 )
Gain on sale of bunkers, net     -       1,149  
Vessel operating expenses     (4,519 )     (4,355 )
Depreciation     (1,275 )     (1,404 )
Depreciation of dry-docking costs     (1,163 )     (951 )
Administrative expenses     (944 )     (716 )
Administrative expenses payable to related parties     (170 )     (359 )
Share-based payments     -       -  
Reversal of Impairment     4,400       -  
Other income, net     9       10  
Operating income     3,303       11,466  
Interest income     448       5  
Interest expense and finance costs     (920 )     (389 )
Gain / (Loss) on derivative financial instruments, net     (211 )     967  
Foreign exchange gains / (losses), net     (34 )     34  
Total finance gains/(costs), net     (717 )     617  
Total income and total comprehensive income for the period     2,586       12,083  
                 
Basic & diluted income per share for the period (1)     0.13       0.59  
EBITDA (2) (unaudited)     5,496       14,822  
Adjusted EBITDA (2) (unaudited)     1,341       13,821  

 

(1) The weighted average number of shares for the three-month period ended March 31, 2023 and 2022, was 20,582,301.

 

(2) Earnings / (losses) before interest, taxes, depreciation and amortization, or “EBITDA”, represents the sum of net income/(loss), interest and finance costs, interest income, depreciation and amortization and, if any, income taxes during a period. Adjusted EBITDA represents net earnings / (losses) before interest and finance costs net, gains or losses from the change in fair value of derivative financial instruments, foreign exchange gains or losses, income taxes, depreciation, depreciation of drydocking costs, amortization of fair value of time charter attached to vessels, impairment / Reversal of impairment and gains or losses from sale of vessels. EBITDA and Adjusted EBITDA do not represent and should not be considered as an alternative to total comprehensive income or cash generated from operations, as determined by IFRS, and our calculation of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies. EBITDA and Adjusted EBITDA is not a recognized measure under IFRS.

 

EBITDA and Adjusted EBITDA is included herein because it is a basis upon which we assess our financial performance and because we believe that it presents useful information to investors regarding a company’s ability to service and/or incur indebtedness and it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

 

EBITDA and Adjusted EBITDA have limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under IFRS. Some of these limitations are:

 

» EBITDA and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments; » EBITDA and Adjusted EBITDA do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

 

 


 

 

» EBITDA and Adjusted EBITDA do not reflect changes in or cash requirements for our working capital needs; and

 

» other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

 

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business.

 

Total comprehensive income to EBITDA and Adjusted EBITDA Reconciliation

 

    Period Ended March 31,  
    (Expressed in Thousands of U.S. Dollars,
except per share data)
 
    2023     2022  
    (Unaudited)     (Unaudited)  
Total comprehensive income for the period   2,586     12,083  
Interest and finance costs, net     472       384  
Depreciation     1,275       1,404  
Depreciation of drydocking costs     1,163       951  
EBITDA (unaudited)   5,496     14,822  
Loss / (Gain) on derivative financial instruments     211       (967 )
Foreign exchange loss /(gains), net     34       (34 )
Reversal of Impairment     (4,400 )     -  
Adjusted EBITDA (unaudited)   1,341     13,821  

 

Balance Sheets Data

(In thousands of U.S. Dollars)

 

    As at March 31,     As at December 31,  
    2023     2022  
    (Unaudited)  
Consolidated condensed statement of financial position:                
Vessels, net     119,756       129,461  
Advances for vessel acquisition     31,896       28,172  
Other non-current assets     4,419       5,498  
Total non-current assets     156,071       163,131  
Cash and bank balances and bank deposits (including restricted cash)     47,509       55,211  
Other current assets     20,584       7,116  
Total current assets     68,093       62,327  
Total assets     224,164       225,458  
Total equity     173,284       170,698  
Total debt net of unamortized debt discount     42,725       44,325  
Other liabilities     8,155       10,435  
Total liabilities     50,880       54,760  
Total equity and liabilities     224,164       225,458  

 

 


 

Statements of Cash Flows Data

(In thousands of U.S. Dollars)

 

    Three months ended March 31,  
    2023     2022  
    (Unaudited)  
Statement of cash flow data:                
Net cash (used in) / generated from operating activities     (2,555 )     10,327  
Net cash used in investing activities     (3,354 )     (15 )
Net cash used in financing activities     (767 )     (2,248 )

 

    Three months ended March 31,  
    2023     2022  
    (Unaudited)  
Ownership days (1)     810       810  
Available days (2)     783       810  
Operating days (3)     777       798  
Fleet utilization (4)     99.3 %     98.5 %
Average number of vessels (5)     9.0       9.0  
Daily time charter equivalent (TCE) rate (6)   $ 8,780     $ 23,643  
Daily operating expenses (7)   $ 5,579     $ 5,377  

 

Notes:

 

(1) Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us.
(2) Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys.
(3) Operating days are the number of available days less the aggregate number of days that the vessels are off-hire due to any reason, including unforeseen circumstances but excluding days during which vessels are seeking employment.
(4) We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during the period.
(5) Average number of vessels is measured by the sum of the number of days each vessel was part of our fleet during a relevant period divided by the number of calendar days in such period.
(6) TCE rates are our voyage revenues plus any potential gain on sale of bunkers less voyage expenses during a period divided by the number of our available days during the period which is consistent with industry standards. TCE is a measure not in accordance with IFRS.
(7) We calculate daily vessel operating expenses by dividing vessel operating expenses by ownership days for the relevant time period.

 

Voyage Revenues to Daily Time Charter Equivalent (“TCE”) Reconciliation

 

    Three months ended March 31,  
    2023     2022  
    (Unaudited)  
Voyage revenues   $ 8,489     $ 18,351  
Plus: Gain on sale of bunkers, net     -     $ 1,149  
Less: Voyage expenses   $ 1,614     $ 349  
Net revenues   $ 6,875     $ 19,151  
Available days     783       810  
Daily TCE rate (1)   $ 8,780     $ 23,643  

 

(1) Subject to rounding.

 

 


 

Recent Developments

 

Contract for new building vessels

 

On April 29, 2022, the Company has signed a contract for the construction and purchase of one fuel efficient bulk carrier of about 64,000 dwt. The vessel will be built at Nihon Shipyard Co. in Japan and is scheduled to be delivered during the first half of 2024. The total consideration for the construction of the vessel is approximately $37.5 million, which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $7.4 million and in March 2023 paid the 2nd instalment of $3.7 million.

 

On May 13, 2022, the Company has signed two contracts for the construction and purchase of two fuel efficient bulk carrier of about 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHI Ship Engineering Co. in China with the first one scheduled to be delivered during the third quarter of 2024 and the second one scheduled during the fourth quarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million, which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $13.8 million and in November 2022 paid the 2nd instalment of $6.9 million for both vessels under construction.

 

Debt financing

 

In August 2022, the Company reached an agreement with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) for a deed of accession, amendment and restatement of the “CIT loan facility” (as referred at 2021 Annual Report) by the accession of an additional borrower in order to increase the loan facility from a total of $34.25 million to $52.25 million, by a top up loan amount of $18 million for the purpose of financing vessel Orion Globe and for general corporate and working capital purposes of all the borrowers and Globus. The CIT loan facility (including the new top up loan amount) is now further secured by a first preferred mortgage over the vessel Orion Globe. Furthermore, the benchmark rate was amended from LIBOR to SOFR and the applicable margin from 3.75% to 3.35% for the whole CIT loan facility. The Company also entered into a new swap agreement in order for the additional borrower to enter into hedging transactions (separately from those entered by the other borrowers) with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.).

 

Sale of vessel

 

On March 6, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1 million (absolute amount), before commissions, to an unaffiliated third party, which sale is subject to standard closing conditions. The vessel is expected to be delivered to its new owners in June 2023.

 

Results of Operations

 

Conflicts

 

The conflict between Russia and Ukraine, which commenced in February 2022, has disrupted supply chains and caused instability and significant volatility in the global economy. Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that such instability, uncertainty and resulting volatility could significantly increase the costs of the Company and adversely affect its business, including the ability to secure charters and financing on attractive terms, and as a result, adversely affect the Company’s business, financial condition, results of operation and cash flows. Currently there is no direct effect on the Company’s operations.

 

Three-month period ended March 31, 2023 compared to the three-month period ended March 31, 2022.

 

Total comprehensive income for the three-month period ended March 2023 amounted to $2.6 million or $0.13 basic and diluted income per share based on 20,582,301 weighted average number of shares, compared to total comprehensive income of $12.1 million for the same period last year or $0.59 basic and diluted income per share based on 20,582,301 weighted average number of shares.

 

The following table corresponds to the breakdown of the factors that led to the decrease  in total comprehensive income during the three-month period ended March 31, 2023 compared to the three-month period ended March 31, 2022 (expressed in $000’s):

 

3-month period of 2023 vs 3-month period of 2022

 

Net income and total comprehensive income for the 3-month period of 2022     12,083  
Decrease in Voyage revenues     (9,862 )
Increase in Voyage expenses     (1,265 )
Decrease in Gain on sale of bunkers, net     (1,149 )
Increase in Vessels operating expenses     (164 )
Decrease in Depreciation     129  
Increase in Depreciation of dry-docking costs     (212 )
Increase in Total administrative expenses     (39 )
Increase in Reversal of Impairment     4,400  
Decrease in Other income, net     (1 )
Increase in Interest income     443  
Increase in Interest expense and finance costs     (531 )
Decrease in Gain/(loss) on derivative financial instruments     (1,178 )
Decrease in Foreign exchange gains/(losses)     (68 )
Net income and total comprehensive income for the 3-month period of 2023     2,586  

 

 


 

Voyage revenues

 

During the three-month period ended March 31, 2023 and 2022, our Voyage revenues reached $8.5 million and $18.4 million respectively. The 54% decrease in Voyage revenues was mainly attributed to the decrease in the average time charter rates achieved by our vessels during the three-month period ended March 31, 2023, compared to the same period in 2022. Daily Time Charter Equivalent rate (TCE) for the three-month period of 2023 was $8,780 per vessel per day against $23,643 per vessel per day during the same period in 2022 corresponding to a decrease of 63%.

 

Voyage expenses

 

Voyage expenses reached $1.6 million during the three-month period ended March 31, 2023, compared to $0.3 million during the same period last year. Voyage expenses include commissions on revenues, port and other voyage expenses and bunker expenses. Bunker expenses mainly refer to the cost of bunkers consumed during periods that our vessels are travelling seeking employment. Voyage expenses for the three-month period ended March 31, 2023 and 2022, are analyzed as follows:

 

In $000’s   2023     2022  
Commissions     114       288  
Bunkers     1,353       -  
Other voyage expenses     147       61  
Total     1,614       349  

 

Gain on sale of bunkers, net

 

During the three-month period ended March 31, 2022, we recognized a gain of approximately $1.1 million from bunkers. This resulted mainly from the difference in the value of bunkers paid by us when the vessel is redelivered from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold when the vessel is delivered to a new charterer. For the three-month period ended March 31, 2023, no gain from bunkers had been recognized.

 

Vessel operating expenses

 

Vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oils, insurance, maintenance, and repairs, reached $4.5 million during the three-month period ended March 31, 2023, compared to $4.4 million during the same period last year. The breakdown of our operating expenses for the three-month period ended March 31, 2023 and 2022 was as follows:

 

    2023     2022  
Crew expenses     51 %     49 %
Repairs and spares     17 %     22 %
Insurance     7 %     8 %
Stores     16 %     13 %
Lubricants     6 %     5 %
Other     3 %     3 %

 

Average daily operating expenses during the three-month periods ended March 31, 2023 and 2022 were $5,579 per vessel per day and $5,377 per vessel per day respectively, corresponding to an increase of 4%.

 

Depreciation

 

Depreciation charge during the three-month period ended March 31, 2023, reached $1.3 million compared to $1.4 million during the same period in 2022. This is mainly attributed to the increase of the scrap rate in our books from $380/ton to $440/ton during the fourth quarter of 2022, due to the increased scrap rates worldwide.

 

Total administrative expenses

 

Total administrative expenses, including administrative expenses to related parties, amounted to $1.1 million during the three-month period ended March 31, 2023 and 2022.

 

Reversal of Impairment

 

On March 6, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1 million, before commissions, to an unaffiliated third party, which sale is subject to standard closing conditions.

 

 


 

Following the agreement to sell Sun Globe and given  the significant increase in the vessel’s market value, the Company assessed that there were indications that impairment losses recognized in the previous periods with respect to this vessel have decreased. Therefore, the carrying amount of the vessel was increased to its recoverable amount, determined based on selling price less cost to sell, and the Company recorded reversal of impairment amounting $4,400.

 

Interest expense and finance costs

 

Interest expense and finance costs reached $0.9 million during the three-month period ended March 31, 2023, compared to $0.4 million in the same period of 2022. Interest expense and finance costs for the three-month periods ended March 31, 2023 and 2022, are analyzed as follows:

 

In $000’s   2023     2022  
Interest payable on long-term borrowings     846       312  
Bank charges     6       23  
Operating lease liability interest     9       16  
Amortization of debt discount     49       35  
Other finance expenses     10       3  
Total     920       389  

 

As at March 31, 2023, and 2022 we and our vessel-owning subsidiaries had outstanding borrowings under our Loan agreement of an aggregate of $42.8 and $30.5 million, respectively, gross of unamortized debt discount. The increase in interest payable is mainly attributed to the increase of the weighted average interest rate from 4.02% during the three-month period ended March 31, 2022 to 7.95% for the same period in 2023, which is mainly attributed to the increase of the 3-month Term SOFR rates. Furthermore, the outstanding principal of the Loan agreement has increased and therefore contributed to the increased interest expense.

 

Gain/(Loss) on derivative financial instruments

 

Following the new loan facility with CIT Bank N.A., the Company entered into an Interest Rate Swap agreement on May 10, 2021. For the three-month period ended March 31, 2023 and 2022, the Company recognized a loss of approximately $104 thousand and a gain of approximately $967 thousand, respectively, net of interest for the period, according to the Interest Rate Swap valuation and is included in the condensed consolidated statement of comprehensive income.

 

Following the deed of accession, amendment and restatement of the CIT loan facility by the accession of an additional borrower in order to increase the loan facility from a total of $34.25 million to $52.25 million in August 2022, the Company also entered into a new swap agreement in order for the additional borrower to enter into hedging transactions (separately from those entered by the other borrowers) with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.). As at March 31, 2023, the Company recognized a loss of approximately $107 thousand, net of interest for the period, according to the Interest Rate Swap valuation and is included in the condensed consolidated statement of comprehensive income.

 

Liquidity and capital resources

 

As at March 31, 2023, and December 31, 2022, our cash and bank balances and bank deposits (including restricted cash) were $50.6 and $58.8 million, respectively.

 

As at March 31, 2023, the Company reported a working capital surplus of $ 50.4 million (absolute amount), including effect from assets reclassified as held for sale and was in compliance with the covenants included in the CIT loan facility.

 

The Company performs on a regular basis an assessment to evaluate its ability to continue as a going concern.

 

In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The degree of consideration depends on the facts in each case and depends on the Company’s profitability and ready access to financial resources, In certain cases, management may need to consider a wide range of factors relating to current and expected profitability, debt repayment schedules, compliance with the financial and security collateral cover ratio covenants under its existing debt agreements and potential sources of replacement financing before it can satisfy itself that the going concern basis is appropriate. The Company may need to develop detailed cash flow projections as part of its assessment in such cases. In developing estimates of future cash flows, the Company makes assumptions about the vessels’ future performance, with the significant assumptions relating to time charter equivalent rates, vessels’ operating expenses, vessels’ capital expenditures, fleet utilization, Company’s general and administrative expenses and cash flow requirements for debt servicing. The assumptions used to develop estimates of future cash flows are based on historical trends as well as future expectations.

 

The above conditions indicate that the Company is expected to be able to operate as a going concern and these unaudited interim condensed consolidated financial statements were prepared under this assumption.

 

 


 

Net cash used in operating activities for the three-month period ended March 31, 2023 was $2.6 million compared to net cash generated from operating activities of $10.3 million during the respective period in 2022. The decrease in our cash generated from operating activities was mainly attributed to the decrease in our Voyage revenues from $18.4 million during the three-month period ended March 31, 2022 to $8.5 million during the three-month period under consideration.

 

Net cash used in investing activities for the three-month period ended March 31, 2023 was $3.4 million compared to $15 thousand during the respective period in 2022. The increase in our cash used in investing activities was mainly attributed to the advance for vessel construction and purchase amounting to $3.7 million, during the three-month period ended March 31, 2023.

 

Net cash used in financing activities during the three-month period ended March 31, 2023 and net cash generated from financing activities during the three-month period ended March 31, 2022 were as follows:

 

    Three months ended March 31,  
In $000’s   2023     2022  
    (Unaudited)  
Repayment of long-term debt     (1,625 )     (1,250 )
(Increase)/decrease in restricted cash     1,572       (541 )
Repayment of lease liability     (77 )     (75 )
Interest paid     (637 )     (382 )
Net cash used in financing activities     (767 )     (2,248 )

 

As at March 31, 2023 and 2022, we and our vessel-owning subsidiaries had outstanding borrowings under our Loan agreements of an aggregate of $42.8 and $30.5 million, respectively, gross of unamortized debt discount.

 

 


 

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Unaudited Interim Condensed Consolidated Statement of Comprehensive Income for the three-month periods ended March 31, 2023 and 2022 F-2
   
Condensed Consolidated Statement of Financial Position as at March 31, 2023 (Unaudited) and December 31, 2022 F-3
   
Unaudited Interim Condensed Consolidated Statement of Changes in Equity for the three-month periods ended March 31, 2023 and 2022 F-4
   
Unaudited Interim Condensed Consolidated Statement of Cash Flows for the three-month periods ended March 31, 2023 and 2022 F-5
   
Notes to the Unaudited Interim Condensed Consolidated Financial Statements F-6 to F-15

 

 


 

GLOBUS MARITIME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the three-months ended March 31, 2023 and 2022

(Expressed in thousands of U.S. Dollars, except share, per share and warrants data)

 

        Three months ended March 31,  
    Notes   2023     2022  
REVENUES:                    
Voyage revenues   10     8,489       18,351  
Management & consulting fee income         90       90  
Total Revenues         8,579       18,441  
                     
EXPENSES & OTHER OPERATING INCOME:                    
Voyage expenses         (1,614 )     (349 )
Gain on sale of bunkers, net   2     -       1,149  
Vessel operating expenses         (4,519 )     (4,355 )
Depreciation   5, 10     (1,275 )     (1,404 )
Depreciation of dry-docking costs   5     (1,163 )     (951 )
Administrative expenses         (944 )     (716 )
Administrative expenses payable to related parties   4     (170 )     (359 )
Reversal of Impairment   5     4,400       -  
Other income, net   9     9       10  
Operating income         3,303       11,466  
                     
Interest income         448       5  
Interest expense and finance costs         (920 )     (389 )
(Loss) / Gain on derivative financial instruments, net         (211 )     967  
Foreign exchange gains / (losses), net         (34 )     34  
                     
TOTAL INCOME FOR THE PERIOD         2,586       12,083  
Other Comprehensive Income         -       -  
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD         2,586       12,083  
                     
Income per share (U.S.$):                    
- Basic and Diluted income per share for the period   7     0.13       0.59  

 

The accompanying condensed notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 


 

GLOBUS MARITIME LIMITED

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at March 31, 2023 and December 31, 2022

(Expressed in thousands of U.S. Dollars, except share, per share and warrants data)

 

        March 31,     December 31,  
    Notes   2023     2022  
        (Unaudited)        
ASSETS                    
NON-CURRENT ASSETS                    
Vessels, net   5     119,756       129,461  
Advances for vessel purchase   10     31,896       28,172  
Office furniture and equipment         80       90  
Right of use asset   10     415       493  
Restricted cash   3     3,045       3,590  
Fair value of derivative financial instruments   11     869       1,315  
Other non-current assets         10       10  
Total non-current assets         156,071       163,131  
CURRENT ASSETS                    
Current portion of fair value of derivative financial instruments   11     1,018       1,092  
Trade receivables, net         1,099       109  
Inventories         1,582       3,028  
Prepayments and other assets         3,268       2,887  
Restricted cash   3     1,352       2,378  
Cash and cash equivalents   3     46,157       52,833  
          54,476       62,327  
Assets held for sale   5     13,617       -  
          68,093       62,327  
TOTAL ASSETS         224,164       225,458  
                     
EQUITY AND LIABILITIES                    
                     
EQUITY                    
Issued share capital   6     82       82  
Share premium   6     284,406       284,406  
Accumulated deficit         (111,204 )     (113,790 )
Total equity         173,284       170,698  
NON-CURRENT LIABILITIES                    
Long-term borrowings, net of current portion   8     32,858       37,522  
Provision for staff retirement indemnities         175       148  
Lease liabilities   10     108       188  
Total non-current liabilities         33,141       37,858  
CURRENT LIABILITIES                    
Current portion of long-term borrowings   8     9,867       6,803  
Trade accounts payable         3,596       3,548  
Accrued liabilities and other payables         3,129       5,814  
Current portion of lease liabilities   10     324       321  
Deferred revenue         823       416  
Total current liabilities         17,739       16,902  
TOTAL LIABILITIES         50,880       54,760  
TOTAL EQUITY AND LIABILITIES         224,164       225,458  

 

The accompanying condensed notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 


 

GLOBUS MARITIME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the three-months ended March 31, 2023 and 2022

(Expressed in thousands of U.S. Dollars, except share, per share and warrants data)

 

    Issued share     Share              
    Capital     Premium     (Accumulated Deficit)     Total Equity  
As at January 1, 2023     82       284,406       (113,790 )     170,698  
Income for the period     -       -       2,586       2,586  
Other comprehensive income     -       -       -       -  
Total comprehensive income for the period     -       -       2,586       2,586  
As at March 31, 2023     82       284,406       (111,204 )     173,284  

 

    Issued share     Share              
    Capital     Premium     (Accumulated Deficit)     Total Equity  
As at January 1, 2022     82       284,406       (138,070 )     146,418  
Income for the period     -       -       12,083       12,083  
Other comprehensive income     -       -       -       -  
Total comprehensive income for the period     -       -       12,083       12,083  
As at March 31, 2022     82       284,406       (125,987 )     158,501  

 

The accompanying condensed notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 


 

GLOBUS MARITIME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the three-months ended March 31, 2023 and 2022

(Expressed in thousands of U.S. Dollars)

 

        Three months ended March 31,  
    Notes   2023     2022  
Operating activities                    
Income for the period         2,586       12,083  
Adjustments for:                    
Depreciation   5, 10     1,275       1,404  
Depreciation of deferred dry-docking costs   5     1,163       951  
Payment of deferred dry-docking costs         (3,946 )     (891 )
Provision for staff retirement indemnities         27       (2 )
Reversal of Impairment         (4,400 )     -  
Loss / (Gain) on derivative financial instruments         211       (967 )
Interest expense and finance costs         920       389  
Interest income         (448 )     (5 )
Foreign exchange losses / (gains), net         27       (31 )
(Increase)/decrease in:                    
Trade receivables, net         (990 )     88  
Inventories         1,447       (1,702 )
Prepayments and other assets         (381 )     (948 )
Increase/(decrease) in:                    
Trade accounts payable         (891 )     2,382  
Accrued liabilities and other payables         439       (1,545 )
Deferred revenue         406       (879 )
Net cash (used in) / generated from operating activities         (2,555 )     10,327  
Cash flows from investing activities:                    
Advance for vessel acquisition         (3,724 )     -  
Improvements         (77 )     (19 )
Purchases of office furniture and equipment         (1 )     (1 )
Interest received         448       5  
Net cash used in investing activities         (3,354 )     (15 )
Cash flows from financing activities:                    
Repayment of long-term debt         (1,625 )     (1,250 )
(Increase)/decrease in restricted cash   3     1,572       (541 )
Repayment of lease liability         (77 )     (75 )
Interest paid         (637 )     (382 )
Net cash used in financing activities         (767 )     (2,248 )
Net (decrease) / increase in cash and cash equivalents         (6,676 )     8,064  
Cash and cash equivalents at the beginning of the period   3     52,833       45,213  
Cash and cash equivalents at the end of the period   3     46,157       53,277  

 

The accompanying condensed notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

1. Basis of presentation and general information

 

The accompanying unaudited interim condensed consolidated financial statements include the financial statements of Globus Maritime Limited (“Globus”) and its wholly owned subsidiaries (collectively the “Company”). Globus was formed on July 26, 2006, under the laws of Jersey. On June 1, 2007, Globus concluded its initial public offering in the United Kingdom and its shares were admitted for trading on the Alternative Investment Market (“AIM”). On November 24, 2010, Globus was redomiciled to the Marshall Islands and its shares were admitted for trading in the United States (NASDAQ Global Market) under the Securities Act of 1933, as amended. On November 26, 2010, Globus shares were effectively delisted from AIM.

 

The address of the registered office of Globus is: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

 

The principal business of the Company is the ownership and operation of a fleet of dry bulk motor vessels (“m/v”), providing maritime services for the transportation of dry cargo products on a worldwide basis. The Company conducts its operations through its vessel owning subsidiaries.

 

The operations of the vessels are managed by Globus Shipmanagement Corp. (the “Manager”), a wholly owned Marshall Islands corporation. The Manager has an office in Greece, located at 128 Vouliagmenis Avenue, 166 74 Glyfada, Greece and provides the commercial, technical, cash management and accounting services necessary for the operation of the fleet in exchange for a management fee. The management fee is eliminated on consolidation. The unaudited interim condensed consolidated financial statements include the financial statements of Globus and its subsidiaries listed below, all wholly owned by Globus as at March 31, 2023:

 

Company Country of Incorporation Vessel Delivery
Date
Vessel Owned
       
Globus Shipmanagement Corp. Marshall Islands - Management Co.
       
Devocean Maritime Ltd. Marshall Islands December 18, 2007 m/v River Globe
       
Domina Maritime Ltd. Marshall Islands May 19, 2010 m/v Sky Globe
       
Dulac Maritime S.A. Marshall Islands May 25, 2010 m/v Star Globe
       
Artful Shipholding S.A. Marshall Islands June 22, 2011 m/v Moon Globe
       
Longevity Maritime Limited Malta September 15, 2011 m/v Sun Globe
       
Serena Maritime Limited Marshall Islands October 29, 2020 m/v Galaxy Globe
       
Talisman Maritime Limited Marshall Islands July 20, 2021 m/v Power Globe
       
Argo Maritime Limited Marshall Islands June 9, 2021 m/v Diamond Globe
       
Calypso Shipholding S.A. Marshall Islands - Hull No: S-1885*
       
Daxos Maritime Limited Marshall Islands - Hull No: NE-442*
       
Olympia Shipholding S.A. Marshall Islands - -
       
Paralus Shipholding S.A. Marshall Islands - Hull No: NE-443*
       
Salaminia Maritime Limited Marshall Islands November 29, 2021 m/v Orion Globe

 

* New building vessels

 

Except for the changes disclosed in note 2, these unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial  statements. The operating results for the three-month period ended March 31, 2023, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2023.

 

The unaudited interim condensed consolidated financial statements as at and for the three months ended March 31, 2023, have been prepared in accordance with IAS 34 Interim Financial Reporting.

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

1. Basis of presentation and general information (continued)

 

The unaudited interim condensed consolidated financial statements presented in this report do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the consolidated financial statements as at December 31, 2022 and for the year then ended included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 (the “2022 Annual Report”).

 

Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2022 Annual Report.

 

The unaudited interim condensed consolidated financial statements as at March 31, 2023 and for the three months then ended, were approved for issuance by the Board of Directors on May 31, 2023.

 

Going Concern basis of accounting:

 

The Company performs on a regular basis an assessment to evaluate its ability to continue as a going concern.

 

In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. The degree of consideration depends on the facts in each case and depends on the Company’s profitability and ready access to financial resources, In certain cases, management may need to consider a wide range of factors relating to current and expected profitability, debt repayment schedules, compliance with the financial and security collateral cover ratio covenants under its existing debt agreements and potential sources of replacement financing before it can satisfy itself that the going concern basis is appropriate. The Company may need to develop detailed cash flow projections as part of its assessment in such cases. In developing estimates of future cash flows, the Company makes assumptions about the vessels’ future performance, with the significant assumptions relating to time charter equivalent rates, vessels’ operating expenses, vessels’ capital expenditures, fleet utilization, Company’s general and administrative expenses and cash flow requirements for debt servicing. The assumptions used to develop estimates of future cash flows are based on historical trends as well as future expectations.

 

As at March 31, 2023, the Company reported a total comprehensive income of $2,586 for the period ended March 31, 2023, Cash and cash equivalents of 46,157, a working capital surplus of $50.4 million(absolute amount), including effect from assets reclassified as held for sale and was in compliance with its debt covenants.

 

The above conditions indicate that the Company is expected to be able to operate as a going concern and these consolidated financial statements were prepared under this assumption.

 

The conflict between Russia and Ukraine, which commenced in February 2022, has disrupted supply chains and caused instability and significant volatility in the global economy. Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that such instability, uncertainty and resulting volatility could significantly increase the costs of the Company and adversely affect its business, including the ability to secure charters and financing on attractive terms, and as a result, adversely affect the Company’s business, financial condition, results of operation and cash flows. Currently there is no effect on the Company’s operations.

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

2. Changes in Accounting policies and Recent accounting pronouncements

 

A summary of the Company’s significant accounting policies and recent accounting pronouncements is included in Note 2 to the Company’s consolidated financial statements included in the 2022 Annual Report. There have been no changes to the Company’s significant accounting policies and recent accounting pronouncements in the three-month period ended March 31, 2023 other than the following IFRS amendments which have been adopted by the Company as of 1 January 2023:

 

  · IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (Amendments). The amendments replace the requirement to disclose ‘significant’ accounting policies with a requirement to disclose ‘material’ accounting policies. The  amendments to IAS 1 and Practice Statement 2 relate to disclosures of accounting policies in complete financial statements.
  · IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments). The amendments introduce a new definition of accounting estimates, defined as monetary amounts in financial statements that are subject to measurement uncertainty, if they do not result from a correction of prior period error.
  · IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments). The amendments narrow the scope of and provide further clarity on the initial recognition exception under IAS 12 and specify how companies should account for deferred tax related to assets and liabilities arising from a single transaction, such as leases and decommissioning obligations.
  · Amendment to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules. The amendments issued in May 2023, give temporary relief from accounting for deferred taxes arising from the Organisation for Economic Co-operation and Development’s (OECD) international tax reform. The amendments introduce: (i) a temporary exception, to the accounting for deferred taxes arising from jurisdictions implementing the global tax rules, and (ii) targeted disclosure requirements, to help investors better understand a company’s exposure to income taxes arising from the reform, particularly before legislation implementing the rules is in effect. Companies can benefit from the temporary exception immediately but are required to provide the disclosures to investors for annual reporting periods beginning on or after 1 January 2023.

 

The amendments had no impact on the interim condensed consolidated financial statements of the Company.

 

In addition to the recent accounting pronouncements issued, but not yet effective and not adopted by the Company, as disclosed in Note 2 to the Company’s consolidated financial statements included in the 2022 Annual Report, there are the following accounting pronouncements issued, but not yet effective and not early adopted by the Company:

 

  · Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements. The amendments introduce supplemental disclosure requirements for the entities’ supplier finance arrangements. The amendments, are effective for annual reporting periods beginning on or after 1 January 2024.

 

The Company has not early adopted the above amendments and is in process of assessing the potential impact on the financial statements.

 

Reporting Assets held for sale

 

It is the Company’s policy to dispose of vessels when suitable opportunities occur and not necessarily to keep them until the end of their useful life. Non – current  assets are classified as held for sale when all applicable criteria enumerated under IFRS 5 are met and are measured at the lower of their carrying amount or fair value less cost to sell. These assets are not depreciated once they meet the criteria to be held for sale. An impairment or reversal of previously recognized impairment charge for an asset held for sale is recognized when its fair value less cost to sell is lower /higher than its carrying value at the date it meets the held for sale criteria and upon subsequent measurement.

 

3 Cash and cash equivalents and Restricted cash

 

For the purpose of the interim condensed consolidated statement of financial position, cash and cash equivalents comprise the following:

 

    March 31, 2023     December 31, 2022  
Cash on hand     43       36  
Cash at banks     46,114       52,797  
Total     46,157       52,833  

 

Cash held in banks earns interest at floating rates based on daily bank deposit rates.

 

The fair value of cash and cash equivalents as at March 31, 2023 and December 31, 2022, was $46,157 and $52,833, respectively.

 

As at March 31, 2023 and December 31, 2022, the Company had pledged an amount of $4,397 and $5,968, respectively, in order to fulfil collateral requirements. The fair value of the restricted cash as at March 31, 2023 was $4,397, $3,045 included in non-current assets and $1,352 included in current assets. The fair value of the restricted cash as at December 31, 2022 was $5,968, $3,590 included in non-current assets and $2,378 included in current assets as at December 31, 2022. The cash and cash equivalents are held with reputable bank and financial institution counterparties with high ratings.

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

4 Transactions with Related Parties

 

Details and nature of the Company’s transactions with related parties did not change in the three-month period ended March 31, 2023 and are discussed in Note 4 of the Company’s consolidated financial statements as at and for the year ended December 31, 2022, included in the 2022 Annual Report. As of March 31, 2023 the balance due to Related parties was $1,903 ($2,197 as of December 31, 2022) and are included in Trade accounts payables in the accompanying Statement of Financial Position.

 

5 Vessels, net

 

The amounts in the interim condensed consolidated statement of financial position are analysed as follows:

 

    Vessels
cost
    Vessels
depreciation
    Dry docking
costs
    Depreciation of
dry-docking
costs
    Net Book
Value
 
Balance at January 1, 2023     234,916       (113,009 )     23,365       (15,811 )     129,461  
Additions     77       -       1,785       -       1,862  
Reversal of Impairment     4,400       -       -       -       4,400  
Depreciation & Amortization     -       (1,187 )     -       (1,163 )     (2,350 )
Transfer to Assets Held for sale     (22,996 )     10,423       (3,517 )     2,473       (13,617 )
Balance at March 31, 2023     216,397       (103,773 )     21,633       (14,501 )     119,756  

 

For the purpose of the unaudited condensed consolidated statement of comprehensive income, depreciation, as stated in the income statement component, comprises the following:

 

    For the period ended
March 31, 2023
 
Vessels depreciation     1,187  
Depreciation on office furniture and equipment     10  
Depreciation of right of use asset     78  
Total     1,275  

 

On March 6, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1 million (absolute amount), before commissions, to an unaffiliated third party, which sale is subject to standard closing conditions.

 

Following the agreement to sell Sun Globe and given  the significant increase in the vessel’s market value, the Company assessed that there were indications that impairment losses recognised in the previous periods with respect to this vessel have decreased. Therefore, the carrying amount of the vessel was increased to its recoverable amount, determined based on selling price less cost to sell, and the Company recorded reversal of impairment amounting $4,400. On the date of agreement, the Company also assessed and concluded that the vessel Sun Globe met the criteria to be classified as held for sale and reclassified the amount of $13,617 in Assets held for sale.  The vessel will be delivered to its new owners in June, 2023. At December 31, 2022, there were no vessels held for sale.

 

No impairment or reversal of impairment was recognized for the first quarter of 2022.

 

6 Share Capital and Share Premium

 

The authorised share capital of Globus consisted of the following:

 

    March 31,     December 31,  
    2023     2022  
Authorised share capital:                
500,000,000 Common Shares of par value $0.004 each     2,000       2,000  
100,000,000 Class B common shares of par value $0.001 each     100       100  
100,000,000 Preferred shares of par value $0.001 each     100       100  
Total authorised share capital     2,200       2,200  

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

6 Share Capital and Share Premium (continued)

 

Holders of the Company’s common shares and Class B shares have equivalent economic rights, but holders of Company’s common shares are entitled to one vote per share and holders of the Company’s Class B shares are entitled to twenty votes per share. Each holder of Class B shares may convert, at its option, any or all of the Class B shares held by such holder into an equal number of common shares.

 

As at March 31, 2023 and 2022 the Company had 20,582,301 issued and fully paid. During the periods ended March 31, 2023 and 2022 no new shares were issued.

 

As at March 31, 2023, the Company had no Class B common shares and 10,300 Series B Preferred Shares outstanding.

 

Share premium includes the contribution of Globus’ shareholders for the acquisition of the Company’s vessels. Additionally, share premium includes the effects of the acquisition of non-controlling interest, the effects of the Globus initial and follow-on public offerings and the effects of the share-based payments. At March 31, 2023 and December 31, 2022, Globus share premium amounted to $284,406.

 

As at March 31, 2023 and December 31, 2022, the Company had issued 5,550 common shares pursuant to exercise of outstanding Class A Warrants as defined in the 2022 Annual Report and had 388,700 Class A Warrants outstanding to purchase an aggregate of 388,700 common shares.

 

As at March 31, 2023 and December 31, 2022, no PP Warrants, as defined in the 2022 Annual Report, had been exercised and the Company had 1,291,833 PP Warrants outstanding to purchase an aggregate of 1,291,833 common shares.

 

As at March 31, 2023 and December 31, 2022, no December 2020 Warrants, as defined in the 2022 Annual Report, had been exercised and the Company had December 2020 Warrants outstanding to purchase an aggregate of 1,270,587 common shares.

 

As at March 31, 2023 and December 31, 2022, no January 2021 Warrants, as defined in the 2022 Annual Report, had been exercised and the Company had January 2021 Warrants outstanding to purchase an aggregate of 1,950,000 common shares.

 

As at March 31, 2023 and December 31, 2022, no February 2021 Warrants, as defined in the 2022 Annual Report, had been exercised and the Company had February 2021 Warrants outstanding to purchase an aggregate of 4,800,000 common shares.

 

As at March 31, 2023 and December 31, 2022, no June 2021 Warrants, as defined in the 2022 Annual Report, had been exercised and the Company had June 2021 Warrants outstanding to purchase an aggregate of 10,000,000 common shares.

 

The Company’s warrants are classified in equity, following the Company’s assessment that warrants meet the equity classification criteria as per IAS 32. The total outstanding number of warrants as at March 31, 2023, was 19,701,120 to purchase an aggregate of 19,701,120 common shares.

 

7 Earnings per Share

 

Basic earnings per share (“EPS”) is calculated by dividing the net income for the year attributable to Globus shareholders by the weighted average number of shares issued, paid and outstanding.

 

Diluted earnings per share is calculated by dividing the net income attributable to common equity holders of the parent by the weighted average shares outstanding during the year plus the weighted average number of common shares that would be issued on the conversion of all the dilutive potential common shares into common shares. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation unless such inclusion would be anti-dilutive.

 

As for the three-month ended March 31, 2023 and 2022, the securities that could potentially dilute basic EPS in the future are any incremental shares of unexercised warrants (Note 6). As the warrants were out-of-the money during the periods ended March 31, 2023 and 2022, these were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect.

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

7 Earnings per Share (continued)

 

The following reflects the net income/(loss) per common share:

 

    For the period ended March 31,  
    2023     2022  
Income attributable to common equity holders     2,586       12,083  
Weighted average number of shares – basic and diluted     20,582,301       20,582,301  
Net income per common share – basic and diluted   $ 0.13     $ 0.59  

 

8 Long-Term Debt, net

 

Long-term debt in the condensed consolidated statement of financial position is analysed as follows:

 

Borrower   Loan
Balance
    Unamortized
Debt Discount
    Accrued
Interest
    Total
Borrowings
 
Devocean Maritime LTD., Domina Maritime LTD., Dulac Maritime S.A., Artful Shipholding S.A., Longevity Maritime Limited, Serena Maritime Limited and Salaminia Maritime Limited.     42,750       (493 )     468       42,725  
                                 
Total at March 31, 2023     42,750       (493 )     468       42,725  
Less: Current Portion     (9,606 )     207       (468 )     (9,867 )
Long-Term Portion     33,144       (286 )     -       32,858  
                                 
Total at December 31, 2022     44,375       (541 )     491       44,325  
Less: Current Portion     (6,500 )     188       (491 )     (6,803 )
Long-Term Portion     37,875       (353 )     -       37,522  

 

Details of the Company’s credit facilities are discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2022, included in the 2022 Annual Report.

 

As at March 31, 2023, the Company was in compliance with the loan covenants of the agreement with the lenders.

 

In more detail:

 

In May 2021, Globus through its wholly owned subsidiaries, Devocean Maritime Ltd.(the “Borrower A”), Domina Maritime Ltd. (the “Borrower B”), Dulac Maritime S.A. (the “Borrower C”), Artful Shipholding S.A. (the “Borrower D”), Longevity Maritime Limited (the “Borrower E”) and Serena Maritime Limited (the “Borrower F”), vessel owning companies of m/v River Globe, m/v Sky Globe, m/v Star Globe, m/v Moon Globe, m/v Sun Globe and m/v Galaxy Globe, respectively, entered a new term loan facility for up to $34,250 with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) for the purpose of refinancing the existing indebtedness secured on the ships. The loan facility is in the names of Devocean Maritime Ltd., Domina Maritime Ltd, Dulac Maritime S.A., Artful Shipholding S.A., Longevity Maritime Limited and Serena Maritime Limited as the borrowers and is guaranteed by Globus. This loan facility is referred to as the “CIT loan facility”. The loan facility bore interest at LIBOR plus a margin of 3.75% for interest periods of three months. Following the agreement reached in August 2022 the benchmark rate was amended from LIBOR to SOFR and the applicable margin was decreased from 3.75% to 3.35%. This amendment to the loan agreement falls within the scope of Interest Rate Benchmark Reform – Phase 2, Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (“Amendments”), which have been published by IASB in August 2020 and adopted by the Company as of January 1, 2021. In particular, the Company applied the practical expedient available under the Amendments and adjusted the effective interest rate when accounting for changes in the basis for determining the contractual cash flows under CIT loan facility. No adjustment to the carrying amount of the loan was necessary. The Company has also amended its interest rate swap agreement with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) and replaced the respective benchmark rate from LIBOR to SOFR in order to depict the change of base rate of the CIT loan facility.

 

In August 2022, the Company reached an agreement with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) for a deed of accession, amendment and restatement of the CIT loan facility by the accession of an additional borrower in order to increase the loan facility from a total of $34.25 million to $52.25 million, by a top up loan amount of $18 million for the purpose of financing vessel Orion Globe and for general corporate and working capital purposes of all the borrowers and Globus. The CIT loan facility (including the new top up loan amount) is now further secured by a first preferred mortgage over the vessel Orion Globe. Furthermore, the loan facility bears interest at SOFR plus a margin 3.35% for the whole CIT loan facility. The Company also entered into a new swap agreement in order for the additional borrower to enter into hedging transactions (separately from those entered by the other borrowers) with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.). On August 10, 2022, the Company drew down $18 million, paid approximately $259 of borrowing costs incurred, which were deferred over the duration of the loan facility.

 

As previously stated (see Note 2 & Note 5) on March 6, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe. The Company considered that the vessel Sun Globe met the criteria to be classified as held for sale and the total remaining amount of $3,864 of the loan of Longevity Maritime Limited (the owning company of the vessel Sun Globe) was classified as current, as it is contractually required to be repaid upon the sale of the vessel.

 

The Company was in compliance with the covenants of CIT loan facility as at March 31, 2023.

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

8 Long-Term Debt, net (continued)

 

The contractual annual loan principal payments to First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.)loan facility to be made subsequent to March 31, 2023, were as follows:

 

March 31,   First Citizens Bank & Trust Company
(formerly known as CIT Bank N.A.)
 
2024     9,606  
2025     5,742  
2026     5,742  
May 10, 2026     21,660  
Total     42,750  

 

9 Contingencies

 

Various claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, environmental claims, agents, and insurers and from claims with suppliers relating to the operations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which are material for disclosure.

 

10 Commitments

 

Voyage revenue

 

The Company enters into time charter arrangements on its vessels. These non-cancellable arrangements had remaining terms between nil days to approximately five months as at March 31, 2023, assuming redelivery at the earliest possible date. As at December 31, 2022, the non-cancellable arrangements had remaining terms between nil days to eight months, assuming redelivery at the earliest possible date. Future net minimum  revenues receivable under non-cancellable operating leases as at March 31, 2023 and December 31, 2022, were as follows (vessel off-hires and dry-docking days that could occur but are not currently known are not taken into consideration; in addition early delivery of the vessels by the charterers is not accounted for):

 

    March 31, 2023     December 31, 2022  
Within one year     4,936       6,675  
Total     4,936       6,675  

 

These amounts include consideration for other elements of the arrangement apart from the right to use the vessel such as maintenance and crewing and its related costs.

 

For time charters that qualify as leases, the Company is required to disclose lease and non-lease components of voyage revenue. The revenue earned under time charters is not negotiated in its two separate components, but as a whole. For purposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of such charters and the age of the vessel. The Company believes that the standalone transaction price attributable to the technical management service component, including crewing services, is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using data provided by its technical department, which consist of the crew expenses, maintenance and consumable costs and was approximately $4,620 and $4,445 for the periods ended March 31, 2023 and 2022, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the non-lease component revenue and was $3,869 and $13,906 for the periods ended March 31, 2023 and 2022, respectively.

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

Office lease contract

 

As further discussed in Note 4 of the 2022 Annual Report the Company has recognized a right of use asset and a corresponding liability with respect to the rental agreement of office space for its operations within a building leased by FG Europe (an affiliate of Globus’s chairman).

 

The depreciation charge for right-of-use assets for the period ended March 31, 2023 and 2022, was approximately $78 and $85 respectively, and the interest expense on lease liability for the period ended March 31, 2023 and 2022, was approximately $9 and $16, respectively, and recognised in the income statement component of the condensed consolidated statement of comprehensive income under depreciation and interest expense and finance costs, respectively.

 

At March 31, 2023 and December 31, 2022, the current lease liabilities amounted to $324 and $321, respectively, and the non-current lease liabilities amounted to $108 and $188, respectively, and are included in the accompanying condensed consolidated statements of financial position.

 

Commitments under shipbuilding contracts

 

On April 29, 2022, the Company entered into a contract, through its subsidiary, Calypso Shipholding S.A., for the construction and purchase of one fuel efficient bulk carrier of about 64,000 dwt vessel. The vessel will be built at Nihon Shipyard Co. in Japan and is scheduled to be delivered during the first half of 2024. The total consideration for the construction of the vessel is approximately $37.5 million (absolute amount), which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $7.4 million (absolute amount) and in March 2023 paid the 2nd instalment of $3.7 million (absolute amount), which are both included under Advances for vessel purchase in the condensed consolidated statement of financial position.

 

On May 13, 2022, the Company has signed two contracts, through its subsidiaries, Daxos Maritime Limited and Paralus Shipholding S.A., for the construction and purchase of two fuel efficient bulk carrier of about 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHI Ship Engineering Co. in China with the first one scheduled to be delivered during the third quarter of 2024 and the second one scheduled during the fourth quarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million (absolute amount), which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $13.8 million (absolute amount) and in November 2022 paid the 2nd instalment of $6.9 million (absolute amount) for both vessels under construction. Both instalments are included under Advances for vessel purchase in the condensed consolidated statement of financial position.

 

The contractual annual payments per subsidiary to be made subsequent to March 31, 2023, were as follows:

 

    Calypso
Shipholding S.A.
    Daxos Maritime
Limited
    Paralus
Shipholding S.A.
 
April 1, 2023 to March 31, 2024     25,900       -       -  
April 1, 2024 to December 31, 2024     -       24,785       24,785  
Total     25,900       24,785       24,785  

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

11 Fair values

 

Carrying amounts and fair values

 

The following table shows the carrying amounts and fair values of assets and liabilities measured or disclosed  at fair value, including their levels in the fair value hierarchy (as defined in note 2.25 of the 2022 Annual Report). It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value, such as cash and cash equivalents, restricted cash, trade receivables and trade payables.

 

    Carrying amount     Fair value  
          Level 1     Level 2     Level 3     Total  
March 31, 2023                              
    Financial assets                          
Financial assets measured at fair value                                        
Non-current portion of fair value of derivative financial instruments     869       -       869       -       869  
Current portion of fair value of derivative financial instruments     1,018            -       1,018            -       1,018  
      1,887                                  
                                         
    Financial liabilities                                  
Financial liabilities not measured at fair value                                        
Long-term borrowings     42,750       -       43,919       -       43,919  
      42,750                                  

 

    Carrying amount     Fair value  
          Level 1     Level 2     Level 3     Total  
December 31, 2022                              
    Financial assets                          
Financial assets measured at fair value                                        
Non-current portion of fair value of derivative financial instruments     1,315       -       1,315       -       1,315  
Current portion of fair value of derivative financial instruments     1,092             -       1,092            -       1,092  
      2,407                                  
                                         
    Financial liabilities                                  
Financial liabilities not measured at fair value                                        
Long-term borrowings     44,375       -       45,549       -       45,549  
      44,375                                  

 

Measurement of fair values

 

Valuation techniques and significant unobservable inputs

 

The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

 

Financial instruments measured at fair value        
         
Type   Valuation Techniques   Significant unobservable inputs
Derivative financial instruments:        
Interest Rate Swap   Discounted cash flow     Discount rate

 

 


 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023

(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated)

 

12 Fair values (continued)

 

Financial instruments not measured at fair value

 

Asset and liabilities not measured at fair value

 

Type   Valuation Techniques   Significant unobservable inputs
Long-term borrowings   Discounted cash flow   Discount rate

 

Transfers between Level 1, 2 and 3

 

There have been no transfers between Level 1, Level 2 and Level 3 during the period.

 

13 Events after the reporting date

 

No events after the reporting date.