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.
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
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.
| o | $7.7 million in Q1 2024 compared to $8.6
million in Q1 2023 |
| o | $2 million in Q1 2024 compared to $1.3
million in Q1 2023 |
| 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. |
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.
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 | |
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 |
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 |
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.
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.
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.
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.
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.
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. |
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.
3 | Cash and cash equivalents and Restricted cash |
For the purpose of the interim condensed
consolidated statement of financial position, cash and cash equivalents comprise the following:
| |
March 31, 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.
4 | Transactions 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.
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)
4 | Transactions 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.
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.
6 | Share 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 | |
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)
6 | Share Capital and Share Premium (continued) |
Holders of the Company’s
common shares and Class B shares have equivalent economic rights, but holders of Company’s common shares are entitled to one vote
per share and holders of the Company’s Class B shares are entitled to twenty votes per share. Each holder of Class B shares may
convert, at its option, any or all of the Class B shares held by such holder into an equal number of common shares.
As at March 31,
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.
7 | Earnings/(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.
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)
7 | Earnings/(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 | |
8 | Long-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. |
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)
8 | Long-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 | |
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)
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.
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.
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)
10 | Commitments (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 | |
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 | | |
| | | |
| | | |
| | | |
| | |
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)
11 | Fair 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.
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)
12 | Events 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.
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