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 2024

 

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, 2024
     
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, 2024 and for the three-month periods ended March 31, 2024 and 2023

 

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. 333-273249), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 14, 2023 AND DECLARED EFFECTIVE ON JULY 26, 2023.

 

 

 

 

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 07, 2024

 

 

 

Exhibit 99.1

 

GLOBUS MARITIME LIMITED

 

Globus Maritime Limited Reports Financial Results for the Quarter

Ended March 31, 2024

 

Glyfada, Greece, June 07, 2024, 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, 2024.

 

·Revenue
o$7.7 million in Q1 2024 compared to $8.6 million in Q1 2023
·Adjusted EBITDA
o$2 million in Q1 2024 compared to $1.3 million in Q1 2023
·Time Charter Equivalent
o$11,862 per day in Q1 2024 compared to $8,780 per day in Q1 2023

 

Current Fleet Profile

 

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

 

Vessel  Year Built  Yard  Type  Month/Year
Delivered
  DWT  Flag
Moon Globe  2005  Hudong-Zhonghua  Panamax  June 2011  74,432  Marshall Is.
River Globe  2007  Yangzhou Dayang  Supramax  Dec 2007  53,627  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.
GLBS Hero  2024  Nihon Shipyard Co., Ltd.  Ultramax  January 2024  63,742  Marshall Is.
Weighted Average Age: 10 Years as at March 31, 2024       517,487   

 

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”).

 

Management Commentary

 

“Our first quarter in 2024 marked a significant milestone for our company with the delivery of our first new building, m/v GLBS Hero, an Ultramax fuel-efficient vessel. After a smooth delivery process in Japan, the vessel joined our fleet at the end of January and went into employment with a European charterer at an index linked rate of 122% of BSI 58 TC for a period of about 9 to about 11 months; We wish her safe and calm seas always! Additionally, we are pleased to report that our data so far indicates that the vessel is operating very well with much lower fuel consumption than other similar older vessels we owned in the past.

 

   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

 

 

 

 

Furthermore, we are very excited for the upcoming delivery of our new fuel-efficient new buildings scheduled to join our fleet later in the year. We remain committed to renewing our fleet with only fuel-efficient modern vessels; an effort that began a few years ago and is now bearing fruit and has transformed the profile of our fleet.

 

During the first quarter the charter market gradually rose to healthy levels, and based on that we hope the market rises to a level that can come to be generally perceived as seasonally stronger in the second, third and fourth quarters.

 

The Company enjoys a healthy balance sheet which enables us to continue looking for ways to modernize and expand the fleet.

 

We believe that the steps we are taking to expand the fleet with fuel-efficient vessels of very good quality, will provide longevity to the fleet, good customer relations and retention as well as build up solid value and strength in our presence amongst others in the sector.

 

We remain committed in exploring ways of increasing shareholder value.”

 

Recent Developments

 

Delivery of new building vessel

 

On January 22, 2024, the Company paid the remaining $18.5 million at Nihon Shipyard Co. in Japan and on January 25, 2024, the Company took delivery of a new Ultramax with carrying capacity of approximately 64,000 DWT, which the Company had previously announced on May 10, 2022, and was named “m/v GLBS Hero”. The total cost of the new vessel was approximately $37.5 million.

 

Debt financing & Financial Liability

 

On February 23, 2024, the Company, through its subsidiary Daxos Maritime Limited, entered into a $28 million sale and leaseback agreement with SK Shipholding S.A., a subsidiary of Shinken Bussan Co., Ltd. of Japan, with respect to the approximately 64,000 dwt bulk carrier to be named “GLBS MIGHT,” which is scheduled to be delivered from the relevant shipyard during the third quarter of 2024. The Company has an obligation to purchase back the vessel at the end of the ten-year charter period. On February 28, 2024, the Company drew down the amount of $2.8 million, being the 10% deposit of the purchase price.

 

On May 23, 2024, the Company reached an agreement with Marguerite Maritime S.A., a Panamanian subsidiary of a Japanese leasing company unaffiliated with us, for a loan facility of $23 million bearing interest at Term SOFR plus a margin of 2.3% per annum. This loan agreement provides that it is to be repaid by 20 consecutive quarterly installments of $295,000 each, and $17.1 million to be paid together with the 20th (and last) installment. The proceeds of this financing will be used for general corporate purposes. As collateral for the loan, among other things, a mortgage over the m/v GLBS Hero was granted, and a general assignment was granted over the earnings, the insurances, any requisition compensation, any charter and any charter guarantee with respect to the m/v GLBS Hero. Globus Maritime Limited guaranteed the loan. On May 30, 2024, the Company drew down the amount of $22.65 million, being the loan amount minus the upfront fee of $0.35 million.

 

Sale of vessel

 

On May 28, 2024, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2005-built Moon Globe for a gross price of $11.5 million, 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 or around June 2024.

 

Earnings Highlights

 

   Three months ended March 31, 
(Expressed in thousands of U.S dollars except for daily rates and per share data)  2024   2023 
Revenue   7,713    8,579 
Net (loss)/income   (299)   2,586 
Adjusted EBITDA (1)   2,008    1,341 
Basic & diluted (loss)/income per common share (2)   (0.01)   0.13 

 

 (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/(loss) 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, 2024, and 2023 was 20,582,301.

 

2

 

 

First Quarter of the Year 2024 compared to the First Quarter of the Year 2023

 

Net loss for the three-month period ended March 2024 amounted to $0.3 million or $0.01 basic and diluted loss per share based on 20,582,301 weighted average number of shares, compared to a net income of $2.6 million for the same period last year or $0.13 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, 2024, and 2023, our Voyage revenues reached $7.6 million and $8.5 million respectively. The 11% decrease in Voyage revenues is mainly attributed to the decrease of the average number of vessels to 6.7 during the three-month period ended March 31, 2024, compared to an average number of 9 vessels for the same period in 2024. Daily Time Charter Equivalent rate (TCE) for the three-month period of 2024 was $11,862 per vessel per day against $8,780 per vessel per day during the same period in 2023 corresponding to an increase of 35%.

 

Fleet Summary data

 

   Three months ended March 31, 
   2024   2023 
Ownership days (1)   613    810 
Available days (2)   613    783 
Operating days (3)   604    777 
Fleet utilization (4)   98.5%   99.3%
Average number of vessels (5)   6.7    9.0 
Daily time charter equivalent (“TCE”) rate (6)  $11,862   $8,780 
Daily operating expenses (7)  $5,104   $5,579 

 

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.

 

Selected Consolidated Financial & Operating Data

 

   Three months ended March 31, 
Consolidated Condensed Statements of Operations:  2024   2023 
(In thousands of U.S. dollars, except per share data)  (unaudited) 
Total Revenue   7,713    8,579 
Voyage and Operating vessel expenses   (3,480)   (6,133)
General and administrative expenses   (2,232)   (1,114)
Depreciation and amortization   (2,255)   (2,438)
Reversal of Impairment   -    4,400 
Other income, net   7    9 
Interest expense and finance cost, net   (464)   (506)
Gain/(Loss) on derivative financial instruments, net   412    (211)
Net (loss)/income for the period   (299)   2,586 
           
Basic & diluted (loss)/income per share for the period (1)   (0.01)   0.13 
Adjusted EBITDA (2)   2,008    1,341 

 

(1) The weighted average number of shares for the three-month period ended March 31, 2024, and 2023 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.

 

3

 

 

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 net (loss)/ income and net cash generated from operating activities for the periods presented:

 

   Three months ended March 31, 
(Expressed in thousands of U.S. dollars)  2024   2023 
   (Unaudited) 
Total Net (loss)/income for the period   (299)   2,586 
Interest expense and finance cost, net   464    506 
Loss/(Gain) on derivative financial instruments, net   (412)   211 
Depreciation and amortization   2,255    2,438 
Reversal of Impairment loss   -    (4,400)
Adjusted EBITDA   2,008    1,341 
Payment of deferred dry-docking costs   (527)   (3,946)
Net (increase)/decrease in operating assets   (1,257)   76 
Net increase/(decrease) in operating liabilities   1,202    (46)
Provision for staff retirement indemnities   67    27 
Foreign exchange (losses)/ gains net, not attributed to cash and cash equivalents   -    (7)
Net cash generated from/(used in) operating activities   1,493    (2,555)

 

   Three months ended March 31, 
(Expressed in thousands of U.S. dollars)  2024   2023 
   (Unaudited) 
Statement of cash flow data:          
Net cash generated from/(used in) operating activities   1,493    (2,555)
Net cash used in investing activities   (19,123)   (3,354)
Net cash generated from/(used in) financing activities   116    (767)

 

   As at March 31,   As at December 31, 
(Expressed in thousands of U.S. Dollars)  2024   2023 
   (Unaudited) 
Consolidated Condensed Balance Sheet Data:          
Vessels and Advances for vessel purchase, net   165,514    147,803 
Cash and cash equivalents (including restricted cash)   60,615    77,822 
Other current and non-current assets   7,100    5,776 
Total assets   233,229    231,401 
Total equity   175,671    175,970 
Total debt & Finance liabilities, net of unamortized debt discount   53,534    52,259 
Other liabilities   4,024    3,172 
Total equity and liabilities   233,229    231,401 

 

4

 

 

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 seven dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Globus’ subsidiaries own and operate seven vessels with a total carrying capacity of 517,487 Dwt and a weighted average age of 10 years as at March 31, 2024.

 

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

 

 

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, 2024 and 2023. 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, 2024 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, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024 (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, 2024:

 

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
Artful Shipholding S.A.   Marshall Islands   June 22, 2011   m/v Moon 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
Salaminia Maritime Limited   Marshall Islands   November 29, 2021   m/v Orion Globe
Calypso Shipholding S.A.   Marshall Islands   January 25, 2024   m/v GLBS Hero
Daxos Maritime Limited   Marshall Islands   -   Hull No: NE-442**
Paralus Shipholding S.A.   Marshall Islands   -   Hull No: NE-443*
Olympia Shipholding S.A.   Marshall Islands   -   Hull No: S-K192*
Thalia Shipholding S.A.   Marshall Islands   -   Hull No: S-3012*
Domina Maritime Ltd.   Marshall Islands   -   -
Dulac Maritime S.A.   Marshall Islands   -   -
Longevity Maritime Limited   Malta   -   -

 

* New building vessels

**New building vessel. On February 23, 2024, Globus, through its subsidiary Daxos Maritime Limited, entered into a $28 million sale and leaseback agreement.

*** On May 28, 2024, the Company, through its subsidiary Artful Shipholding S.A., entered into an agreement to sell the 2005-built Moon Globe.

 

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 $3,168 and $4,620 for the periods ended March 31, 2024 and 2023, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the non-lease component revenue and was $4,454 and $3,869   for the periods ended March 31, 2024 and 2023, 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/(loss) 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.

 

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 $440 per lightweight ton until September 30, 2023. During the fourth quarter of 2023, we adjusted the scrap rate from $440/ton to $480/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/(loss). 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/(loss).

 

 

 

 

Selected Information

 

Our selected consolidated financial and other data for the three-month period ended March 31, 2024 and 2023 and as at March 31, 2024 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, 2023, 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/(Loss) Data

(In thousands of U.S. Dollars)

 

   Three months ended March 31, 
   2024   2023 
         
   (unaudited) 
Voyage revenues   7,622    8,489 
Management & consulting fee income   91    90 
Total Revenues   7,713    8,579 
           
Voyage expenses   (351)   (1,614)
Vessel operating expenses   (3,129)   (4,519)
Depreciation   (1,281)   (1,275)
Depreciation of dry-docking costs   (974)   (1,163)
Administrative expenses   (1,172)   (944)
Administrative expenses payable to related parties   (1,060)   (170)
Reversal of Impairment   -    4,400 
Other income, net   7    9 
Operating income/(loss)   (247)   3,303 
Interest income   698    448 
Interest expense and finance costs   (1,195)   (920)
Gain / (Loss) on derivative financial instruments, net   412    (211)
Foreign exchange gains / (losses), net   33    (34)
Total finance costs, net   (52)   (717)
Total income/(loss) and total comprehensive income/(loss) for the period   (299)   2,586 
           
Basic & diluted income/(loss) per share for the period (1)   (0.01)   0.13 
EBITDA (2) (unaudited)   2,453    5,496 
Adjusted EBITDA (2) (unaudited)   2,008    1,341 

 

(1) The weighted average number of shares for the three-month period ended March 31, 2024 and 2023, was 20,582,301.

 

(2) Earnings / (losses) before interest, taxes, depreciation and amortization, or “EBITDA”, represents the sum of total income/(loss), interest and finance costs, interest income, depreciation and amortization and, if any, income taxes during a period. Adjusted EBITDA represents the sum of  total income/(loss) 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, 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 defined 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) 
   2024   2023 
   (Unaudited)   (Unaudited) 
Total comprehensive income/(loss) for the period  $(299)  $2,586 
Interest and finance costs, net   497    472 
Depreciation   1,281    1,275 
Depreciation of drydocking costs   974    1,163 
EBITDA (unaudited)  $2,453   $5,496 
Loss / (Gain) on derivative financial instruments   (412)   211 
Foreign exchange loss /(gains), net   (33)   34 
Reversal of Impairment   -    (4,400)
Adjusted EBITDA (unaudited)  $2,008   $1,341 

 

Balance Sheets Data

(In thousands of U.S. Dollars)

 

   As at March 31,   As at December 31, 
   2024   2023 
         
   (Unaudited) 
Consolidated condensed statement of financial position:          
Vessels, net   136,871    100,557 
Advances for vessel acquisition   28,643    47,246 
Other non-current assets   4,619    4,302 
Total non-current assets   170,133    152,105 
Cash and bank balances and bank deposits (including restricted cash)   56,823    74,292 
Other current assets   6,273    5,004 
Total current assets   63,096    79,296 
Total assets   233,229    231,401 
Total equity   175,671    175,970 
Total debt & Financial liabilities net of unamortized debt discount   53,534    52,259 
Other liabilities   4,024    3,172 
Total liabilities   57,558    55,431 
Total equity and liabilities   233,229    231,401 

 

 

 

 

Statements of Cash Flows Data

(In thousands of U.S. Dollars)

 

   Three months ended March 31, 
   2024   2023 
         
   (Unaudited) 
Statement of cash flow data:              
Net cash (used in) / generated from operating activities   1,493    (2,555)
Net cash used in investing activities   (19,123)   (3,354)
Net cash generated from / (used in) financing activities   116    (767)

 

   Three months ended March 31, 
   2024   2023 
         
   (Unaudited) 
Ownership days (1)   613    810 
Available days (2)   613    783 
Operating days (3)   604    777 
Fleet utilization (4)   98.5%   99.3%
Average number of vessels (5)   6.7    9.0 
Daily time charter equivalent (TCE) rate (6)  $11,862   $8,780 
Daily operating expenses (7)  $5,104   $5,579 

 

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, 
   2024   2023 
         
   (Unaudited) 
Voyage revenues  $7,622   $8,489 
Less: Voyage expenses  $351   $1,614 
Net voyage revenues     $7,271   $6,875 
Available days   613    783 
Daily TCE rate (1)  $11,862   $8,780 

 

(1) Subject to rounding.

 

 

 

 

Recent Developments

 

Delivery of new building vessel

 

On January 22, 2024, the Company paid the remaining $18.5 million at Nihon Shipyard Co. in Japan and on January 25, 2024 the Company took delivery of a new Ultramax with carrying capacity of approximately 64,000 DWT, of which the Company had previously announced on May 10, 2022 and was named “m/v GLBS Hero”. The total cost of the new vessel was approximately $37.5 million.

 

Debt financing & Financial Liability

 

On February 23, 2024, the Company, through its subsidiary Daxos Maritime Limited, entered into a $28 million sale and leaseback agreement with SK Shipholding S.A., a subsidiary of Shinken Bussan Co., Ltd. of Japan, with respect to the approximately 64,000 dwt bulk carrier to be named “GLBS MIGHT,” which is scheduled to be delivered from the relevant shipyard during the third quarter of 2024. The Company has an obligation to purchase back the vessel at the end of the ten-year charter period. On February 28, 2024, the Company drew down the amount of $2.8 million, being the 10% deposit of the purchase price.

 

On May 23, 2024, the Company reached an agreement with Marguerite Maritime S.A., a Panamanian subsidiary of a Japanese leasing company unaffiliated with us, for a loan facility of $23 million bearing interest at Term SOFR plus a margin of 2.3% per annum. This loan agreement provides that it is to be repaid by 20 consecutive quarterly installments of $295,000 each, and $17.1 million to be paid together with the 20th (and last) installment. The proceeds of this financing will be used for general corporate purposes. As collateral for the loan, among other things, a mortgage over the m/v GLBS Hero was granted, and a general assignment was granted over the earnings, the insurances, any requisition compensation, any charter and any charter guarantee with respect to the m/v GLBS Hero. Globus Maritime Limited guaranteed the loan. On May 30, 2024, the Company drew down the amount of $22.65 million, being the loan amount minus the upfront fee of $0.35 million.

 

Sale of vessels

 

On May 28, 2024, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2005-built Moon Globe for a gross price of $11.5 million, 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 or around June 2024.

 

Miscellaneous Developments

 

On March 13, 2024, the Company awarded a consultant affiliated with our chief executive officer a one-time bonus of $3 million, half of which is payable immediately upon the delivery of the newbuilding vessel Hull NE442 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the agreement dated May 13, 2022) and the balance at the delivery of Hull NE443 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the other agreement dated May 13, 2022), in each case assuming Athanasios Feidakis remains Chief Executive Officer at each such relevant time, i.e. September 30, 2024 and November 8, 2024, respectively.

 

On March 13, 2024, the Board of Directors adopted the Globus Maritime Limited 2024 Equity Incentive Plan, or the Plan. The purpose of the Plan is to provide Company’s officers, key employees, directors, consultants and service provider, whose initiative and efforts are deemed to be important to the successful conduct of Company’s business, with incentives to (a) enter into and remain in the service of the Company or affiliates, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company. The number of common shares reserved for issuance under the Plan is 2,000,000 shares.

 

Three-month period ended March 31, 2024 compared to the three-month period ended March 31, 2023.

 

Total comprehensive loss for the three-month period ended March 2024 amounted to $0.3 million or $0.01 basic and diluted loss per share based on 20,582,301 weighted average number of shares, compared to total comprehensive income of $2.6 million for the same period last year or $0.13 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, 2024 compared to the three-month period ended March 31, 2023 (expressed in $000’s):

 

3-month period of 2024 vs 3-month period of 2023

 

Net income and total comprehensive income for the 3-month period of 2023   2,586 
Decrease in Voyage revenues   (867)
Increase in Management & consulting fee income   1 
Decrease in Voyage expenses   1,263 
Decrease in Vessels operating expenses   1,390 
Increase in Depreciation   (6)
Decrease in Depreciation of dry-docking costs   189 
Increase in Total administrative expenses   (1,118)
Decrease in Reversal of Impairment   (4,400)
Decrease in Other income, net   (2)
Increase in Interest income   250 
Increase in Interest expense and finance costs   (275)
Decrease in gain/(loss)   on derivative financial instruments   623 
Decrease in Foreign exchange losses   67 
Net loss and total comprehensive loss for the 3-month period of 2024   (299)

 

Voyage revenues

 

During the three-month period ended March 31, 2024 and 2023, our Voyage revenues reached $7.6 million and $8.5 million respectively. The 11% decrease in Voyage revenues is mainly attributed to the decrease from 6.7 average number of vessels during the three-month period ended March 31, 2024, compared to an average number of 9 vessels for the same period in 2023. Daily Time Charter Equivalent rate (TCE) for the three-month period of 2024 was $11,862 per vessel per day against $8,780 per vessel per day during the same period in 2023 corresponding to an increase of 35%.

 

Voyage expenses

 

Voyage expenses reached $0.4 million during the three-month period ended March 31, 2024, compared to $1.6 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, 2024 and 2023, are analyzed as follows:

 

In $000’s  2024   2023 
Commissions   99    114 
Bunkers   140    1,353 
Other voyage expenses   112    147 
Total   351    1,614 

 

The decrease in Voyage expenses is attributed to the reduced bunker expenses which in turn are attributed to the decreased ballast days of the vessels during the three-month period ended March 31, 2024 compared to the same period in 2023.

 

Vessel operating expenses

 

Vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oils, insurance, maintenance, and repairs, reached $3.1 million during the three-month period ended March 31, 2024, compared to $4.5 million during the same period last year. The breakdown of our operating expenses for the three-month period ended March 31, 2024 and 2023 was as follows:

 

   2024   2023 
Crew expenses   59%   51%
Repairs and spares   11%   17%
Insurance   9%   7%
Stores   11%   16%
Lubricants   7%   6%
Other   3%   3%

 

Average daily operating expenses during the three-month periods ended March 31, 2024 and 2023 were $5,104 per vessel per day and $5,579 per vessel per day respectively, corresponding to a decrease of 9%.

 

Depreciation

 

Depreciation charge during the three-month period ended March 31, 2024 and 2023, reached $1.3 million.

 

Total administrative expenses

 

Total administrative expenses, including administrative expenses to related parties, increased to $2.2 million during the three-month period ended March 31, 2024 compared to $1.1 million for the same period in 2023. The increase is mainly attributed to the accrual of approximately $0.9 million as at March 31, 2024, which relate to the $3 million bonus that was awarded on March 13, 2024 to a consultant affiliated with our chief executive officer, half of which is payable immediately upon the delivery of the newbuilding vessel Hull NE442 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the agreement dated May 13, 2022) and the balance at the delivery of Hull NE443 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the other agreement dated May 13, 2022), in each case assuming Athanasios Feidakis remains Chief Executive Officer at each such relevant time.

 

 

 

 

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. The vessel was delivered to its new owners in June 2023.

 

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 $1.2 million during the three-month period ended March 31, 2024, compared to $0.9 million in the same period of 2023. Interest expense and finance costs for the three-month periods ended March 31, 2024 and 2023, are analyzed as follows:

 

In $000’s  2024   2023 
Interest payable on long-term borrowings   1,064    846 
Bank charges   19    6 
Operating lease liability interest   3    9 
Amortization of debt discount   58    49 
Amortization of gain of Loan modification   38    - 
Other finance expenses   13    10 
Total   1,195    920 

 

As at March 31, 2024, and 2023 we and our vessel-owning subsidiaries had outstanding borrowings under our Loan and Sale and Leaseback agreements of an aggregate of $53.9 and $42.8 million, respectively, gross of unamortized debt discount. The increase in interest payable is mainly attributed to the increase of the outstanding principal of the Loan agreement. The weighted average interest rate has increased from 7.95% during the three-month period ended March 31, 2023 to 8.13% for the same period in 2024, which is mainly attributed to the increase of the 3-month Term SOFR rates.

 

Gain/(Loss) on derivative financial instruments

 

Following the 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, 2024 and 2023, the Company recognized a gain of approximately $198 thousand and a loss of approximately $104 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/(loss).

 

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, 2024 and 2023, the Company recognized a gain of approximately $214 and a loss of approximately $107 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/(loss).

 

Liquidity and capital resources

 

As at March 31, 2024, and December 31, 2023, our cash and bank balances and bank deposits (including restricted cash) were $60.6 and $77.8 million, respectively.

 

As at March 31, 2024, the Company reported a working capital surplus of $ 52.8 million 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 generated from operating activities for the three-month period ended March 31, 2024 was $1.5 million compared to net cash used in operating activities of $2.6 million during the respective period in 2023. The decrease in our cash used in operating activities was mainly attributed to the decrease in Payment of deferred dry-docking costs from $3.9 million during the three-month period ended March 31, 2023 to $0.5 million the three-month period ended March 31, 2024.

 

Net cash used in investing activities for the three-month period ended March 31, 2024 was $19.1 million compared to $3.4 million during the respective period in 2023. The increase in our cash used in investing activities was mainly attributed to the payment of the last instalment amounting to $18.5 million for acquisition of the newbuilding vessel “m/v GLBS Hero” in January 2024.

 

Net cash generated from financing activities during the three-month period ended March 31, 2024 and net cash used in financing activities during the three-month period ended March 31, 2023 were as follows:

 

   Three months ended March 31, 
In $000’s  2024   2023 
         
   (Unaudited) 
Proceeds from financial liabilities   2,800    - 
Repayment of long-term debt   (1,564)   (1,625)
(Increase)/decrease in restricted cash   (307)   1,572 
Repayment of lease liability   (85)   (77)
Interest paid   (728)   (637)
Net cash generated from/ (used in) financing activities   116    (767)

 

As at March 31, 2024 and 2023, we and our vessel-owning subsidiaries had outstanding borrowings under our Loan agreements and Financial liabilities of an aggregate of $53.9 and $42.8 million, respectively, gross of unamortized debt discount.

 

 

 

 

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Unaudited Interim Condensed Consolidated Statement of Comprehensive Income/(Loss) for the three-month periods ended March 31, 2024 and 2023 F-2
   
Condensed Consolidated Statement of Financial Position as at March 31, 2024 (Unaudited) and December 31, 2023 F-3
   
Unaudited Interim Condensed Consolidated Statement of Changes in Equity for the three-month periods ended March 31, 2024 and 2023 F-4
   
Unaudited Interim Condensed Consolidated Statement of Cash Flows for the three-month periods ended March 31, 2024 and 2023 F-5
   
Notes to the Unaudited Interim Condensed Consolidated Financial Statements F-6 to F-16

 

F-1

 

 

GLOBUS MARITIME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME/(LOSS)

For the three-months ended March 31, 2024 and 2023

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

 

      Three months ended March 31, 
   Notes  2024   2023 
REVENUES:             
Voyage revenues  10   7,622    8,489 
Management & consulting fee income      91    90 
Total Revenues      7,713    8,579 
              
EXPENSES & OTHER OPERATING INCOME:             
Voyage expenses, net      (351)   (1,614)
Vessel operating expenses      (3,129)   (4,519)
Depreciation  5, 10   (1,281)   (1,275)
Depreciation of dry-docking costs  5   (974)   (1,163)
Administrative expenses      (1,172)   (944)
Administrative expenses payable to related parties  4   (1,060)   (170)
Reversal of Impairment  5   -    4,400 
Other income, net  9   7    9 
Operating (loss) / income      (247)   3,303 
              
Interest income      698    448 
Interest expense and finance costs      (1,195)   (920)
Gain / (Loss) on derivative financial instruments, net      412    (211)
Foreign exchange gains / (losses), net      33    (34)
              
TOTAL (LOSS) / INCOME FOR THE PERIOD      (299)   2,586 
Other Comprehensive Income      -    - 
TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE PERIOD      (299)   2,586 
              
   (Loss) / Income per share (U.S.$):             
 - Basic and Diluted (loss) / income per share for the period  7   (0.01)   0.13 

 

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

 

F-2

 

 

GLOBUS MARITIME LIMITED

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at March 31, 2024 and December 31, 2023

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

 

      March 31,   December 31, 
ASSETS  Notes  2024   2023 
      (Unaudited)     
NON-CURRENT ASSETS             
Vessels, net  5   136,871    100,557 
Advances for vessel purchase  10   28,643    47,246 
Office furniture and equipment      119    85 
Right of use asset  10   104    182 
Restricted cash  3   3,792    3,530 
Fair value of derivative financial instruments  11   594    495 
Other non-current assets      10    10 
Total non-current assets      170,133    152,105 
CURRENT ASSETS             
Current portion of fair value of derivative financial instruments  11   820    808 
Trade receivables, net      1,882    1,151 
Inventories      704    1,256 
Prepayments and other assets      2,867    1,789 
Restricted cash  3   135    90 
Cash and cash equivalents  3   56,688    74,202 
Total current assets      63,096    79,296 
TOTAL ASSETS      233,229    231,401 
              
EQUITY AND LIABILITIES             
              
EQUITY             
Issued share capital  6   82    82 
Share premium  6   284,406    284,406 
Accumulated deficit      (108,817)   (108,518)
Total equity      175,671    175,970 
NON-CURRENT LIABILITIES             
Long-term borrowings, net of current portion     8   44,286    45,759 
Financial liabilities, net of current portion  8   2,745    - 
Provision for staff retirement indemnities      238    171 
Total non-current liabilities      47,269    45,930 
CURRENT LIABILITIES             
Current portion of long-term borrowings  8   6,448    6,500 
Current portion of financial liabilities  8   55    - 
Trade accounts payable      995    362 
Accrued liabilities and other payables      2,509    1,763 
Current portion of lease liabilities  10   103    188 
Deferred revenue      179    688 
Total current liabilities      10,289    9,501 
TOTAL LIABILITIES      57,558    55,431 
TOTAL EQUITY AND LIABILITIES      233,229    231,401 

 

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

 

F-3

 

 

GLOBUS MARITIME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the three-months ended March 31, 2024 and 2023

(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, 2024   82    284,406    (108,518)   175,970 
Loss for the period   -    -    (299)   (299)
Other comprehensive income   -    -    -    - 
Total comprehensive loss for the period   -    -    (299)   (299)
As at March 31, 2024   82    284,406    (108,817)   175,671 

 

   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 

 

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

 

F-4

 

 

GLOBUS MARITIME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the three-months ended March 31, 2024 and 2023

(Expressed in thousands of U.S. Dollars)

 

      Three months ended March 31, 
   Notes  2024   2023 
Operating activities             
Income/(loss) for the period      (299)   2,586 
Adjustments for:             
Depreciation  5, 10   1,281    1,275 
Depreciation of deferred dry-docking costs  5   974    1,163 
Payment of deferred dry-docking costs      (527)   (3,946)
Provision for staff retirement indemnities      67    27 
Reversal of Impairment      -    (4,400)
Loss / (Gain) on derivative financial instruments      (412)   211 
Interest expense and finance costs      1,195    920 
Interest income      (698)   (448)
Foreign exchange losses / (gains), net      (33)   27 
(Increase)/decrease in:             
Trade receivables, net      (732)   (990)
Inventories      552    1,447 
Prepayments and other assets      (1,077)   (381)
Increase/(decrease) in:             
Trade accounts payable      623    (891)
Accrued liabilities and other payables      1,088    439 
Deferred revenue      (509)   406 
Net cash generated from / (used in) operating activities      1,493    (2,555)
Cash flows from investing activities:             
Vessel acquisition    5   (19,634)   - 
Advance for vessel acquisition      (145)   (3,724)
Improvements      -    (77)
Purchases of office furniture and equipment      (42)   (1)
Interest received      698    448 
Net cash used in investing activities      (19,123)   (3,354)
Cash flows from financing activities:             
Proceeds from financial liabilities      2,800    - 
Repayment of long-term debt      (1,564)   (1,625)
(Increase)/decrease in restricted cash  3   (307)   1,572 
Repayment of lease liability      (85)   (77)
Interest paid      (728)   (637)
Net cash generated from / (used in) financing activities      116    (767)
Net decrease in cash and cash equivalents      (17,514)   (6,676)
Cash and cash equivalents at the beginning of the period  3   74,202    52,833 
Cash and cash equivalents at the end of the period  3   56,688    46,157 

 

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

 

F-5

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

(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, 2024:

 

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
Artful Shipholding S.A.   Marshall Islands   June 22, 2011   m/v Moon 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
Salaminia Maritime Limited   Marshall Islands   November 29, 2021   m/v Orion Globe
Calypso Shipholding S.A.   Marshall Islands   January 25, 2024   m/v GLBS Hero
Daxos Maritime Limited   Marshall Islands   -   Hull No: NE-442**
Paralus Shipholding S.A.   Marshall Islands   -   Hull No: NE-443*
Olympia Shipholding S.A.   Marshall Islands   -   Hull No: S-K192*
Thalia Shipholding S.A.   Marshall Islands   -   Hull No: S-3012*
Longevity Maritime Limited   Malta   -   -
Domina Maritime Ltd.   Marshall Islands   -   -
Dulac Maritime S.A.   Marshall Islands   -   -

 

* New building vessels

** New building vessel. On February 23, 2024, Globus, through its subsidiary Daxos Maritime Limited, entered into a $28 million (absolute amount) sale and leaseback agreement (refer to Note 8(b)).

*** On May 28, 2024, the Company, through its subsidiary Artful Shipholding S.A., entered into an agreement to sell the 2005-built Moon Globe (refer to Note 13).

 

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, 2024, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2024.

 

The unaudited interim condensed consolidated financial statements as at and for the three months ended March 31, 2024, have been prepared in accordance with IAS 34 Interim Financial Reporting.

 

F-6

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

(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, 2023 and for the year then ended included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 (the “2023 Annual Report”).

 

Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2023 Annual Report.

 

The unaudited interim condensed consolidated financial statements as at March 31, 2024 and for the three months then ended, were approved for issuance by the Board of Directors on June 6, 2024.

 

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, 2024, the Company reported   Cash and cash equivalents of $56,688, a working capital surplus of $52.8 million (absolute amount), 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.

 

2.Changes in Accounting policies and Recent accounting pronouncements

 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended 31 December 2023, as included in Note 2 to the Company’s consolidated financial statements included in the 2023 Annual Report. There have been no changes to the Company’s accounting policies and recent accounting pronouncements in the three-month period ended March 31, 2024 other than the IFRS amendments which have been adopted by the Company as of 1 January 2024 and accounting policy for the Sale and leaseback transactions as indicated below:

 

·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
·IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (Amendments). The amendments clarify the principles in IAS 1 for the classification of liabilities as either current or non-current.
·IFRS 16 Leases: Lease Liability in a Sale and Leaseback (amendments). The amendments improve the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction in IFRS 16, while it does not change the accounting for leases unrelated to sale and leaseback transactions

 

The newly adopted amendments did not have a material impact on the Company’s accounting policies.

 

Below the recent accounting pronouncements issued, but not yet effective and not early adopted by the Company:

 

·IFRS 18 Presentation and Disclosure in Financial Statements. On April 2024, the IASB issued the IFRS 18 - Presentation and Disclosure in Financial Statements which replaces IAS 1 - Presentation of Financial Statements and it becomes effective for annual reporting periods beginning on or after January 1, 2027.

 

F-7

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

(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 (continued)

 

·Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on the equity method of accounting.
·IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments). The amendments are effective for annual reporting periods beginning on or after January 1, 2025, with earlier application permitted. The amendments will require companies to apply a consistent approach in assessing whether a currency can be exchanged into another currency and, when it cannot, in determining the exchange rate to use and the disclosures to provide.
·IFRS 19 Subsidiaries without Public Accountability: Disclosures. On May 2024, the IASB issued the IFRS 19 - Subsidiaries without Public Accountability: Disclosures, and becomes effective for annual reporting periods beginning on or after January 1, 2027

 

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

 

Sale and leaseback transactions

 

When a vessel is sold and subsequently leased back by the Company, pursuant to a memorandum of agreement (MoA) and a bareboat charter agreement, the Company determines when a performance obligation is satisfied in IFRS 15, to determine whether the transfer of a vessel is accounted for as a sale. If the transfer of a vessel satisfies the requirements of IFRS 15 to be accounted for as a sale, the Company measures the right-of- use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained and recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. If the transfer of a vessel does not satisfy the requirements of IFRS 15 to be accounted for as a sale, the Company continues to recognize the transferred vessel and recognizes a financial liability equal to the transferred proceeds. Please refer to Note 8(b), for the description of the nature of the sale and leaseback arrangement the Company entered into in the three months period ended March 31, 2024.

 

3Cash 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, 2024   December 31, 2023 
Cash on hand   26    11 
Cash at banks   56,662    74,191 
Total cash and cash equivalents   56,688    74,202 

 

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, 2024 and December 31, 2023, was $56,688 and $74,202, respectively.

 

As at March 31, 2024 and December 31, 2023, the Company had pledged an amount of $3,927 and $3,620, respectively, in order to fulfil collateral requirements. The fair value of the restricted cash as at March 31, 2024 was $3,927, $3,792 included in non-current assets and $135 included in current assets. The fair value of the restricted cash as at December 31, 2023 was $3,620, $3,530 included in non-current assets and $90 included in current assets as at December 31, 2023. The cash and cash equivalents are held with reputable bank and financial institution counterparties with high ratings.

 

4Transactions with Related Parties

 

On March 13, 2024, the Company awarded a consultant affiliated with our chief executive officer a one-time bonus of $3 million, half of which is payable immediately upon the delivery of the newbuilding vessel Hull NE442 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the agreement dated May 13, 2022) and the balance at the delivery of Hull NE443 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the other agreement dated May 13, 2022), in each case assuming Athanasios Feidakis remains Chief Executive Officer at each such relevant time, i.e. September 30, 2024 and November 8, 2024, respectively.

 

F-8

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

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

 

4Transactions with Related Parties (continued)

 

Details and nature of the Company’s transactions with related parties did not change in the three-month period ended March 31, 2024 and are discussed in Note 4 of the Company’s consolidated financial statements as at and for the year ended December 31, 2023, included in the 2023 Annual Report. As of March 31, 2024 the balance due to Related parties was $214 ($184 as of December 31, 2023) and are included in Trade accounts payable in the accompanying condensed consolidated Statement of Financial Position.

 

5Vessels, 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, 2024   181,258    (86,232)   16,245    (10,714)   100,557 
Additions   37,496    -    987    -    38,483 
Depreciation & Amortization   -    (1,195)   -    (974)   (2,169)
Balance at March 31, 2024   218,754    (87,427)   17,232    (11,688)   136,871 

 

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

 

   For the period ended
March 31, 2024
   For the period ended
March 31, 2023
 
Vessels depreciation   1,195    1,187 
Depreciation on office furniture and equipment   8    10 
Depreciation of right of use asset   78    78 
Total   1,281    1,275 

 

On January 22, 2024, the Company paid the remaining $18.5 million (absolute amount) at Nihon Shipyard Co. in Japan and on January 25, 2024 the Company took delivery of a new Ultramax with carrying capacity of approximately 64,000 DWT, of which the Company had previously announced on May 10, 2022 and was named “m/v GLBS Hero”.

 

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 was 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 was delivered to its new owners in June 2023.

 

No impairment or reversal of impairment was recognized for the first quarter of 2024.

 

6Share Capital and Share Premium

 

The authorised share capital of Globus consisted of the following:

 

   March 31,   December 31, 
   2024   2023 
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 

 

F-9

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

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

 

6Share 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, 2024 and 2023 the Company had 20,582,301 common shares issued and fully paid. During the periods ended March 31, 2024 and 2023 no new common shares were issued.

 

As at March 31, 2024, 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, 2024 and December 31, 2023, Globus share premium amounted to $284,406.

 

As at March 31, 2024 and December 31, 2023, the Company had issued 5,550 common shares pursuant to exercise of outstanding Class A Warrants as defined in the 2023 Annual Report and had 388,700 Class A Warrants outstanding to purchase an aggregate of 388,700 common shares.

 

As at March 31, 2024 and December 31, 2023, no PP Warrants, as defined in the 2023 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, 2024 and December 31, 2023, no December 2020 Warrants, as defined in the 2023 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, 2024 and December 31, 2023, no January 2021 Warrants, as defined in the 2023 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, 2024 and December 31, 2023, no February 2021 Warrants, as defined in the 2023   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, 2024 and December 31, 2023, no June 2021 Warrants, as defined in the 2023   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, 2024, was 19,701,120 to purchase an aggregate of 19,701,120 common shares.

 

On March 13, 2024, the Board of Directors adopted the Globus Maritime Limited 2024 Equity Incentive Plan, or the Plan. The purpose of the Plan is to provide Company’s officers, key employees, directors, consultants and service provider, whose initiative and efforts are deemed to be important to the successful conduct of Company’s business, with incentives to (a) enter into and remain in the service of the Company or affiliates, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company. The number of common shares reserved for issuance under the Plan is 2,000,000 shares.

 

As at March 31, 2024, the Company had no common shares issued under the Plan.

 

7Earnings/(Loss) per Share

 

Basic earnings per share (“EPS”/“LPS”) 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 the Company reported losses for the period   ended March 31, 2024, the effect of any incremental shares would be anti-diluted and thus excluded from the computation of the LPS.

 

F-10

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

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

 

7Earnings/(Loss) per Share (continued)

 

As for the three-month ended March 31, 2023, 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, these were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect.

 

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

 

   For the period ended March 31, 
   2024   2023 
Income/(Loss) attributable to common equity holders   (299)   2,586 
Weighted average number of shares – basic and diluted   20,582,301    20,582,301 
Net income/(loss) per common share – basic and diluted  $(0.01)  $0.13 

 

8Long-Term Debt and Financial Liability net

 

Long-term debt (a) and financial liabilities (b) in the condensed consolidated statement of financial position is analysed as follows:

 

   Borrower  Principal   Deferred
finance costs
   Modification
of Loan
   Accrued
Interest
   Amortized
cost
 
(a)  Devocean Maritime LTD., Artful Shipholding S.A., Serena Maritime Limited, Salaminia Maritime Limited, Talisman Maritime Limited and Argo Maritime Limited.   51,056    (566)   (319)   563    50,734 
   Total Long-term debt at March 31, 2024   51,056    (566)   (319)   563    50,734 
   Less: Current Portion   (6,258)   221    152    (563)   (6,448)
   Long-Term Portion   44,798    (345)   (167)   -    44,286 
                             
(b)  Daxos Maritime Limited   2,800    -    -    -    2,800 
   Total Financial liabilities at March 31, 2024   2,800    -    -    -    2,800 
   Less: Current Portion     (55)   -    -    -    (55)
   Long-Term Portion   2,745    -    -    -    2,745 
                             
   Total at December 31, 2023   52,620    (624)   (358)   621    52,259 
   Less: Current Portion   (6,258)   227    152    (621)   (6,500)
   Long-Term Portion   46,362    (397)   (206)   -    45,759 

 

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, 2023, included in the 2023 Annual Report.

 

As at March 31, 2024, the Company was in compliance with the loan covenants of the agreement with the lenders.

 

In more detail:

 

(a)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.

 

F-11

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

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

 

8Long-Term Debt and Financial Liability net (continued)

 

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 2023, 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 $52.25 million to $77.25 million, by a top up loan amount of $25 million for the purpose of financing vessels Diamond Globe and Power 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 vessels Diamond Globe and Power Globe. Furthermore, the applicable margin was amended from 3.35% to 2.70% for the whole CIT loan facility. The Company considered that the CIT loan facility amendment did not substantially modify the terms of the CIT loan facility. On August 10, 2023, the Company drew down $25 million.

 

On March 6, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe. On May 10, 2023 the Company prepaid the total remaining amount of $3,674 of the loan of Longevity Maritime Limited (the owning company of the vessel Sun Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on June 5, 2023.

 

On August 11, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2009-built Sky Globe. On August 29, 2023 the Company prepaid the total remaining amount of $3,276 of the loan of Domina Maritime Ltd (the owning company of the vessel Sky Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on September 7, 2023.

 

On August 16, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2010-built Star Globe. On September 7, 2023 the Company prepaid the total remaining amount of $3,555 of the loan of Dulac Maritime S.A. (the owning company of the vessel Star Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on September 13, 2023.

 

The Company was in compliance with the covenants of CIT loan facility as at March 31, 2024.

 

(b)On February 23, 2024, Globus, through its subsidiary Daxos Maritime Limited, entered into a $28 million (absolute amount) sale and leaseback agreement with SK Shipholding S.A. ("buyer-lessor"), a subsidiary of Shinken Bussan Co., Ltd. of Japan, with respect to the approximately 64,000 dwt bulk carrier to be named “GLBS MIGHT,” which is scheduled to be delivered from the relevant shipyard during the third quarter of 2024. The Company will transfer the legal ownership of the vessel to the buyer-lessor upon delivery of the vessel from the shipyard (refer to Note 10) and agreed to charter the vessel back on a bareboat basis under daily rate plus SOFR and margin for the period of 10 years. The Company has an obligation to purchase back the vessel at the end of the ten-year charter period. On February 28, 2024, the Company received $2.8 million, being the 10% advance deposit of the sale price as per MOA. The Company assessed that the transaction does not meet the criteria to be accounted for as a sale under IFRS 15, and therefore the outstanding amount received from the buyer has been included under Financial Liability, current and non-current, in the condensed consolidated statement of financial position as of March 31, 2024.

 

The contractual annual loan principal payments to First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) loan facility and SK Shipholding S.A. sale & leaseback agreement, respectively, to be made subsequent to March 31, 2024, were as follows:

 

March 31,  First Citizens Bank & Trust
Company (formerly known
as CIT Bank N.A.)
 
2025  6,257 
2026  6,257 
2027  20,542 
2028  18,000 
Total  51,056 

 

F-12

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

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

 

9Contingencies

 

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.

 

10Commitments

 

Voyage revenue

 

The Company enters into time charter arrangements on its vessels. These non-cancellable arrangements had remaining terms between five days to approximately six   months   as at March 31, 2024, assuming redelivery at the earliest possible date. As at December 31, 2023, 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, 2024 and December 31, 2023, 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, 2024   December 31, 2023 
Within one year   7,287    8,060 
Total   7,287    8,060 

 

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 $3,168 and $4,620   for the periods ended March 31, 2024 and 2023, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the non-lease component revenue and was $4,454 and $3,869   for the periods ended March 31, 2024 and 2023, respectively.

 

Office lease contract

 

As further discussed in Note 4 of the 2023 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, 2024 and 2023, was approximately $78 for both periods, and the interest expense on lease liability for the period ended March 31, 2024 and 2023, was approximately $3 and $9, respectively, and recognised in the income statement component of the condensed consolidated statement of comprehensive income/(loss) under depreciation and interest expense and finance costs, respectively.

 

At March 31, 2024 and December 31, 2023, the current lease liabilities amounted to $103 and $188, respectively, and the non-current lease liabilities amounted to nil for both periods, and are included in the accompanying condensed consolidated statements of financial position.

 

F-13

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

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

 

10Commitments (continued)

 

Commitments under shipbuilding contracts

 

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 first instalment of $13.8 million (absolute amount) and in November 2022 paid the second 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. On February 23, 2024, Globus, through its subsidiary Daxos Maritime Limited, entered into a $28 million (absolute amount) sale and leaseback agreement with SK Shipholding S.A. ("buyer-lessor") with respect to vessel to be named “GLBS MIGHT” and agreed to sell the vessel to the buyer-lessor upon its delivery from the shipyard and chartered it back on a bareboat basis for 10 years (refer to Note 8(b)).

 

On August 18, 2023, the Company signed two contracts for the construction and purchase of two fuel efficient bulk carrier of about 64,000 dwt each. The two vessels will be built at a reputable shipyard in Japan and are scheduled to be delivered during the second half of 2026. The total consideration for the construction of both vessels is approximately $75.5 million (absolute amount), which the Company intends to finance with a combination of debt and equity. In August 2023 the Company paid the first instalment of $7.5 million (absolute amount) for both vessels under construction.

 

The contractual annual payments per subsidiary to be made subsequent to March 31, 2024, were as follows:

 

   Daxos
Maritime
Limited
   Paralus
Shipholding
S.A.
   Olympia
Shipholding
S.A.
   Thalia
Shipholding
S.A.
   Total 
April 1, 2024 to March 31, 2025   24,785    24,785    3,760    3,760    57,090 
April 1, 2025 to March 31, 2026   -    -    3,760    3,760    7,520 
April 1, 2026 to November 30, 2026   -    -    26,530    26,530    53,060 
Total   24,785    24,785    34,050    34,050    117,670 

 

11Fair 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 2.22 of the 2023 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, 2024                    
    Financial assets                     
Financial assets measured at fair value                         
Non-current portion of fair value of derivative financial instruments   594    -    594    -    594 
Current portion of fair value of derivative financial instruments   820       -    820       -    820 
    1,414                     

 

F-14

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

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

 

11Fair values (continued)

 

   Carrying amount   Fair value 
       Level 1   Level 2   Level 3   Total 
March 31, 2024                    
    Financial liabilities                     
Financial liabilities not measured at fair value                         
Long-term borrowings   51,056      -    52,414      -    52,414 
Financial liabilities   2,800    -    2,800    -    2,800 
    53,856                     

 

   Carrying amount   Fair value 
       Level 1   Level 2   Level 3   Total 
December 31, 2023                    
    Financial assets                     
Financial assets measured at fair value                         
Non-current portion of fair value of derivative financial instruments   495    -    495    -    495 
Current portion of fair value of derivative financial instruments   808      -    808      -    808 
    1,303                     
                          
    Financial liabilities                     
Financial liabilities not measured at fair value                         
Long-term borrowings   52,620    -    54,107    -    54,107 
    52,620                     

 

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

 

Financial instruments not measured at fair value

 

Asset and liabilities not measured at fair value

 

Type Valuation Techniques Significant unobservable inputs
Long-term borrowings   & Financial Liabilities 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.

 

F-15

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2024

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

 

12Events after the reporting date

 

On May 23, 2024, the Company reached an agreement with Marguerite Maritime S.A., a Panamanian subsidiary of a Japanese leasing company unaffiliated with us, for a loan facility of $23 million (absolute amount) bearing interest at Term SOFR plus a margin of 2.3% per annum. This loan agreement provides that it is to be repaid by 20 consecutive quarterly installments of $295 each, and $17.1 million (absolute amount) to be paid together with the 20th (and last) installment. The proceeds of this financing will be used for general corporate purposes. As collateral for the loan, among other things, a mortgage over the m/v GLBS Hero was granted, and a general assignment was granted over the earnings, the insurances, any requisition compensation, any charter and any charter guarantee with respect to the m/v GLBS Hero. Globus Maritime Limited guaranteed the loan. On May 30, 2024, the Company drew down the amount of $22.65 million (absolute amount), being the loan amount minus the upfront fee of $0.35 million (absolute amount).

 

On May 28, 2024, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2005-built Moon Globe for a gross price of $11.5 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 or around June 2024.

 

F-16

 


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