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: November 2023
Commission File Number: 001-34985
Globus Maritime Limited
(Translation of registrant’s name into English)
128 Vouliagmenis Avenue, 3rd Floor, Glyfada,
Attica, Greece, 166 74
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
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.
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GLOBUS MARITIME LIMITED |
|
|
|
|
By: |
/s/ Athanasios Feidakis |
|
Name: |
Athanasios Feidakis |
|
Title: |
President, Chief Executive Officer and Chief Financial Officer |
Date: November 16, 2023
Exhibit 99.1
GLOBUS MARITIME LIMITED
Globus Maritime Limited
Reports Financial Results for the Third Quarter and Nine-month period ended September 30, 2023
Glyfada, Greece, November 16, 2023, Globus
Maritime Limited (“Globus”, the “Company”, “we”, or “our”) (NASDAQ: GLBS), a dry bulk
shipping company, today reported its unaudited consolidated financial results for the third quarter and nine-month period ended September
30, 2023.
| o | $24.1 million in 9M 2023 |
| o | $3.5 million net income in Q3 2023 |
| o | $4.9 million net income in 9M 2023 |
| o | $9,994 per day in Q3 2023 |
| o | $8,979 per day in 9M 2023 |
Current Fleet Profile
As of the date of this press release, Globus’
subsidiaries own and operate six dry bulk carriers, consisting of one Supramax, one Panamax and four Kamsarmax.
Vessel | |
Year Built | |
Yard | |
Type | |
Month/Year
Delivered | |
DWT | |
Flag |
Moon Globe | |
2005 | |
Hudong-Zhonghua | |
Panamax | |
June 2011 | |
74,432 | |
Marshall Is. |
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. |
Weighted Average Age: 10.9 Years as at September 30, 2023 | |
| |
453,745 | |
|
Current Fleet Deployment
All our vessels are currently operating on short-term
time charters (“on spot”).
|
Registered
office: Trust Company Complex, Ajeltake Road, Ajeltake Island, |
|
|
P.O.
Box 1405, Majuro, Marshall Islands MH 96960 |
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Comminucations
Address: c/o Globus Shipmanagement Corp. |
|
128
Vouliagmenis Avenue, 3rd Floor, 166 74 Glyfada, Greece |
|
Tel:
+30 210 9608300, Fax: +30 210 9608359, e-mail: info@globusmaritime.gr |
|
www.globusmaritime.gr |
Management Commentary
“During the third quarter we saw a weak
market in the first half but significantly stronger in comparison to the second half. Seasonal factors as well as geopolitical ones played
a role in the movement of the market. We are pleased that today it stands at a much healthier level, and we hope the upward trend continues.
As the supply and demand fundamentals remain constant,
we expect the market to improve gradually going forward. We still prefer to maintain our spot exposure on the hiring of the fleet and
continue to take full advantage of any potential market upswings; by employing our vessels with short period TC’s and
even longer periods of employment we undertake in their majority exposure to the spot market through index-linked rates.
This is an exciting time for the Company as we
are looking forward to the delivery of the first of our new building vessels in January of 2024. We are confident that the high quality
of these vessels will be appreciated by a healthy market and that they will enjoy decent employment. The company is always looking for
ways to expand its fleet, especially focusing on modern or ‘eco’ vessels taking into account current as well as historical
market conditions.
On the financing side we keep seeking deals that
will fit the fleet’s and Company’s profile as well as its plans for careful expansion; Our priority is to ensure the health
of the Company by maintaining a conservative approach but at the same time without sacrificing our presence in the market. We are working
on expanding our current relationships with financiers worldwide.
We remain relentless in our focus to maximize
shareholder value without hurting the Company’s long-term ability to grow.”
Recent Developments
Contract for new building vessels
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, which the Company intends to finance with a combination of debt and equity. In August 2023 the
Company paid the 1st instalment of $7.5 million for both vessels under construction.
Debt financing
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. On August 10, 2023, the Company drew down $25 million.
The Company, through a wholly owned subsidiary
Daxos Maritime Limited, is currently negotiating a sale and leaseback financing transaction for a vessel under construction at Nantong
Cosco KHI Ship Engineering Co., Ltd. That we previously disclosed have agreed to purchase. DAXOS Maritime Ltd would sell the vessel for
a purchase price of $28 million on or about September 30, 2024 (subject to delays during construction of the Vessel) to an unaffiliated
third party. Daxos Maritime Ltd would bareboat charter the vessel from the new owner for period of 10 years, with hire payable monthly
in advance at (A) a fixed rate of (i) $3,000 per day for the first 3 years, (ii) $3,200 per day for the 4th and 5th years, (iii) $3,300
per day for the 6th and 7th years, and (iv) $3,800 per days for the 8th, 9th and 10th years, and (B) a floating rate calculated on the
amount of the outstanding lease obligation on the relevant hire payment date of (1) CME SOFR plus 2.1% per annum for the first 3 years,
(2) CME SOFR plus 2.45% per annum for the next 4th, 5th, 6th and 7th years, and (3) CME SOFR plus 2.35% per annum for the remaining 8th,
9th and 10th years. Daxos Maritime Ltd will have the right under the Charter to purchase the Vessel during the charter period at various
purchase prices, and an obligation to purchase the Vessel at the end of the Charter Period for a purchase price of $15.81 million. Globus
maritime would guarantee the payments. The transaction is subject to a number of conditions, including negotiating and agreeing and approval
by all parties of the final documentation for the transaction.
Sale of vessel
On March 6, 2023, the Company, through a wholly
owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1 million (absolute amount), before
commissions, to an unaffiliated third party. The vessel was delivered to its new owners 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 for a gross price of $10.7 million (absolute amount), before
commissions, to an unaffiliated third party. The vessel was delivered to its new owners 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 for a gross price of $11.2 million (absolute amount), before
commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 13, 2023.
Policy for the Recovery of
Erroneously Awarded Compensation
Clawback Policy.
On November 8, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive
Based Compensation (the “Clawback Policy”), with an effective date of October 2, 2023, in order to comply with the final clawback
rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended
(“Rule 10D-1”), and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).
The Clawback Policy provides
for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in
Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement,
in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged
in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Board
of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the
three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement.
Conflicts
The conflict between Russia and Ukraine, which
commenced in February 2022, has disrupted supply chains and caused instability and significant volatility in the global economy. Much
uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that such instability, uncertainty and
resulting volatility could significantly increase the costs of the Company and adversely affect its business, including the ability to
secure charters and financing on attractive terms, and as a result, adversely affect the Company’s business, financial condition,
results of operation and cash flows. Currently there is no direct effect on the Company’s operations.
Earnings Highlights
| |
Three months ended September 30, | | |
Nine months ended September 30, | |
(Expressed
in thousands of U.S dollars except for daily rates and per share data) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Revenue | |
| 7,681 | | |
| 15,867 | | |
| 24,095 | | |
| 53,450 | |
Net income | |
| 3,469 | | |
| 4,335 | | |
| 4,894 | | |
| 27,433 | |
Adjusted EBITDA (1) | |
| 1,997 | | |
| 6,350 | | |
| 4,245 | | |
| 33,752 | |
Basic & diluted earnings per share (2) | |
| 0.17 | | |
| 0.21 | | |
| 0.24 | | |
| 1.33 | |
| (1) | Adjusted EBITDA is a measure not in accordance with generally
accepted accounting principles (“GAAP”). See a later section of this press release for a reconciliation of Adjusted EBITDA
to net income and net cash generated from operating activities, which are the most directly comparable financial measures calculated
and presented in accordance with the GAAP measures. |
| (2) | The weighted average number of shares for the nine-month period
ended September 30, 2023 and 2022 was 20,582,301. The weighted average number of shares for the three-month period ended September 30,
2023 and 2022 was 20,582,301. |
Third quarter of the year 2023 compared
to the third quarter of the year 2022
Net income for the
third quarter of the year 2023 amounted to $3.5 million or $0.17 basic income per share based on 20,582,301 weighted average number of
shares compared to net income of $4.3 million or $0.21 basic income per share based on 20,582,301 weighted average number of shares for
the same period last year.
Revenue
During the three-month period ended September
30, 2023, and 2022, our Revenues reached $7.7 million and $15.9 million, respectively. The 52% decrease in Revenues was mainly attributed
to the decrease in the average time charter rates achieved by our vessels during the third quarter of 2023 compared to the same period
in 2022. Daily Time Charter Equivalent rate (TCE) for the third quarter of 2023 was $9,994 per vessel per day against $15,865 per vessel
per day during the same period in 2022 corresponding to a decrease of 37%.
First nine months of the year 2023 compared
to the first nine months of the year 2022
Net income for the
nine-month period ended September 30, 2023 amounted to $4.9 million or $0.24 basic income per share based on 20,582,301 weighted average
number of shares, compared to $27.4 million for the same period last year or $1.33 basic income per share based on 20,582,301 weighted
average number of shares.
Revenue
During the nine-month
period ended September 30, 2023 and 2022, our Revenues reached $24.1 million and $53.5 million, respectively. The 55% decrease in Revenues
was mainly attributed to the decrease in the average time charter rates achieved by our vessels during the nine-month period ended September
30, 2023, compared to the same period in 2022. Daily Time Charter Equivalent rate (TCE) for the nine-month period of 2023 was $8,979 per
vessel per day against $20,840 per vessel per day during the same period in 2022, corresponding to a decrease of 57%, which is attributed
to the worse conditions throughout the bulk market for the first nine months of 2023.
Fleet Summary data
| |
Three months ended September 30, | | |
Nine months ended September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Ownership days (1) | |
| 695 | | |
| 828 | | |
| 2,298 | | |
| 2,457 | |
Available days (2) | |
| 695 | | |
| 785 | | |
| 2,225 | | |
| 2,414 | |
Operating days (3) | |
| 674 | | |
| 772 | | |
| 2,181 | | |
| 2,379 | |
Fleet utilization (4) | |
| 97 | % | |
| 98.4 | % | |
| 98 | % | |
| 98.6 | % |
Average number of vessels (5) | |
| 7.6 | | |
| 9.0 | | |
| 8.4 | | |
| 9.0 | |
Daily time charter equivalent (TCE) rate (6) | |
$ | 9,994 | | |
$ | 15,865 | | |
$ | 8,979 | | |
$ | 20,840 | |
Daily operating expenses (7) | |
$ | 5,640 | | |
$ | 5,760 | | |
$ | 5,557 | | |
$ | 5,397 | |
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 less net revenues from our
bareboat charters 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. |
Selected Consolidated Financial
& Operating Data
| |
Three months ended September 30, | | |
Nine months ended September 30, | |
(In thousands of U.S. dollars, except per share data) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
(unaudited) | | |
(unaudited) | |
Consolidated Condensed Statements of Operations: | |
| | | |
| | | |
| | | |
| | |
Revenue | |
| 7,681 | | |
| 15,867 | | |
| 24,095 | | |
| 53,450 | |
Voyage and Operating vessel expenses | |
| (4,563 | ) | |
| (8,091 | ) | |
| (16,611 | ) | |
| (16,130 | ) |
General and administrative expenses | |
| (1,111 | ) | |
| (1,085 | ) | |
| (3,223 | ) | |
| (3,226 | ) |
Depreciation and amortization | |
| (2,199 | ) | |
| (2,659 | ) | |
| (6,966 | ) | |
| (7,538 | ) |
Reversal of Impairment | |
| - | | |
| - | | |
| 4,400 | | |
| - | |
Other (expenses)/income & gain from sale of vessel, net | |
| 3,795 | | |
| (341 | ) | |
| 3,860 | | |
| (342 | ) |
Interest expense and finance cost, net | |
| (433 | ) | |
| (542 | ) | |
| (1,442 | ) | |
| (1,237 | ) |
Gain on derivative financial instruments, net | |
| 299 | | |
| 1,186 | | |
| 781 | | |
| 2,456 | |
Net income for the period | |
| 3,469 | | |
| 4,335 | | |
| 4,894 | | |
| 27,433 | |
| |
| | | |
| | | |
| | | |
| | |
Basic net income per share for the period (1) | |
| 0.17 | | |
| 0.21 | | |
| 0.24 | | |
| 1.33 | |
Adjusted EBITDA (2) | |
| 1,997 | | |
| 6,350 | | |
| 4,245 | | |
| 33,752 | |
| (1) | The weighted average number of shares for the nine-month period
ended September 30, 2023 and 2022 was 20,582,301. The weighted average number of shares for the three-month period ended September 30,
2023 and 2022 was 20,582,301. |
| (2) | Adjusted EBITDA represents net earnings 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 net 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 income and net cash generated from operating activities for the periods presented:
| |
Three months ended September 30, | | |
Nine months ended September 30, | |
(Expressed in thousands of U.S. dollars) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
(Unaudited) | | |
(Unaudited) | |
Net income for the period | |
| 3,469 | | |
| 4,335 | | |
| 4,894 | | |
| 27,433 | |
Interest expense/income and finance cost, net | |
| 433 | | |
| 542 | | |
| 1,442 | | |
| 1,237 | |
Gain on derivative financial instruments, net | |
| (299 | ) | |
| (1,186 | ) | |
| (781 | ) | |
| (2,456 | ) |
Depreciation and amortization | |
| 2,199 | | |
| 2,659 | | |
| 6,966 | | |
| 7,538 | |
Reversal of Impairment loss | |
| - | | |
| - | | |
| (4,400 | ) | |
| - | |
Gain from sale of vessel | |
| (3,805 | ) | |
| - | | |
| (3,876 | ) | |
| - | |
Adjusted EBITDA | |
| 1,997 | | |
| 6,350 | | |
| 4,245 | | |
| 33,752 | |
Payment of deferred dry-docking costs | |
| (3,183 | ) | |
| (1,072 | ) | |
| (9,570 | ) | |
| (1,962 | ) |
Net decrease/(increase) in operating assets | |
| 485 | | |
| (102 | ) | |
| 1,473 | | |
| (3,384 | ) |
Net (increase)/decrease in operating liabilities | |
| (534 | ) | |
| (1,543 | ) | |
| (1,616 | ) | |
| (641 | ) |
Provision for staff retirement indemnities | |
| (7 | ) | |
| 27 | | |
| 19 | | |
| 22 | |
Foreign exchange (losses)/gains net, not attributed to cash & cash equivalents | |
| 4 | | |
| 43 | | |
| (13 | ) | |
| 101 | |
Net cash (used in)/generated from operating activities | |
| (1,238 | ) | |
| 3,703 | | |
| (5,462 | ) | |
| 27,888 | |
| |
Three months ended September 30, | | |
Nine months ended September 30, | |
(Expressed in thousands of U.S. dollars) | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
(Unaudited) | | |
(Unaudited) | |
Statement of cash flow data: | |
| | |
| | |
| |
Net cash (used in) / generated from operating activities | |
| (1,238 | ) | |
| 3,703 | | |
| (5,462 | ) | |
| 27,888 | |
Net cash generated from / (used in) investing activities | |
| 10,909 | | |
| (733 | ) | |
| 21,614 | | |
| (22,128 | ) |
Net cash generated from financing activities | |
| 15,413 | | |
| 16,087 | | |
| 9,333 | | |
| 11,722 | |
| |
As at September 30, | | |
As at December 31, | |
(Expressed in thousands of U.S. Dollars) | |
2023 | | |
2022 | |
| |
(Unaudited) |
|
|
|
| |
Consolidated Condensed Balance Sheet Data: | |
| | | |
| | |
Vessels and other fixed assets, net | |
| 144,420 | | |
| 157,633 | |
Cash and cash equivalents (including current restricted cash) | |
| 82,546 | | |
| 58,801 | |
Other current and non-current assets | |
| 6,930 | | |
| 9,024 | |
Total assets | |
| 233,896 | | |
| 225,458 | |
Total equity | |
| 175,592 | | |
| 170,698 | |
Total debt net of unamortized debt discount | |
| 54,140 | | |
| 44,325 | |
Other current and non-current liabilities | |
| 4,164 | | |
| 10,435 | |
Total equity and liabilities | |
| 233,896 | | |
| 225,458 | |
About Globus Maritime Limited
Globus is an integrated dry bulk shipping company
that provides marine transportation services worldwide and presently owns, operates and manages a fleet of six dry bulk vessels that transport
iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Globus’ subsidiaries own and
operate six vessels with a total carrying capacity of 453,745 Dwt and a weighted average age of 10.9 years as at September 30, 2023.
Safe Harbor Statement
This communication contains “forward-looking
statements” as defined under U.S. federal securities laws. Forward-looking statements provide the Company’s current expectations
or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives,
intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Words or phrases
such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,”
“may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will”
or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these
words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks
and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those
expected or implied by the forward-looking statements. The Company’s actual results could differ materially from those anticipated
in forward-looking statements for many reasons specifically as described in the Company’s filings with the Securities and Exchange
Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication.
Globus undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of
this communication or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Globus describes
in the reports it will file from time to time with the Securities and Exchange Commission after the date of this communication.
For further information please contact:
Globus Maritime Limited |
+30 210 960 8300 |
Athanasios Feidakis, CEO |
a.g.feidakis@globusmaritime.gr |
|
|
Capital Link – New York |
+1 212 661 7566 |
Nicolas Bornozis |
globus@capitallink.com |
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 nine-month periods ended September 30,
2023 and 2022. Unless otherwise specified herein, references to the “Company”, “we” or “our” shall
include Globus Maritime Limited (NASDAQ: GLBS) and its subsidiaries. You should read the following discussion and analysis together with
our unaudited interim condensed consolidated financial statements as at September 30, 2023 and for the nine-month periods ended
September 30, 2023 and 2022, and the accompanying notes thereto, included elsewhere in this report. For the additional information
relating to our management’s discussion and analysis of the financial condition and results of operations, please see our Annual
Report on Form of 20-F for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”)
on March 20, 2023 (the “Annual Report”).
Forward-Looking Statements
Our disclosure and analysis herein pertain to
our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding
our business and making acquisitions, includes forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words
such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,”
“projects,” “forecasts,” “may,” “should” and similar expressions are forward-looking
statements. All statements herein that are not statements of either historical or current facts are forward-looking statements. Forward-looking
statements include, but are not limited to, such matters as our future operating or financial results, global and regional economic and
political conditions, including piracy, pending vessel acquisitions, our business strategy and expected capital spending or operating
expenses, including dry-docking and insurance costs, competition in the dry bulk industry, statements about shipping market trends, including
charter rates and factors affecting supply and demand, our financial condition and liquidity, including our ability to obtain financing
in the future to fund capital expenditures, acquisitions and other general corporate activities, our ability to enter into fixed-rate
charters after our current charters expire and our ability to earn income in the spot market and our expectations of the availability
of vessels to purchase, the time it may take to construct new vessels, and vessels’ useful lives. Many of these statements are
based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that
are described more fully under “Item 3. Key Information – D. Risk Factors” of the Annual Report. Any of these factors
or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking
statements.
Factors that might cause future results to differ
include, but are not limited to, the following:
|
● |
changes in
governmental rules and regulations or actions taken by regulatory authorities; |
|
|
|
|
● |
changes in economic and
competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to
perform under existing time charters; |
|
|
|
|
● |
the length and number of
off-hire periods and dependence on third-party managers; and |
|
|
|
|
● |
other factors discussed
under “Item 3. Key Information – D. Risk Factors” of the Annual Report. |
You should not place undue reliance on forward-looking
statements contained herein because they are statements about events that are not certain to occur as described or at all. All forward-looking
statements herein are qualified in their entirety by the cautionary statements contained herein. These forward-looking statements are
not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the
forward-looking statements. Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly
any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events.
Overview
The address of the registered office of Globus
Maritime Limited (“Globus”) is: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
The principal business of the Company is the
ownership and operation of a fleet of dry bulk motor vessels (“m/v”), providing maritime services for the transportation
of dry cargo products on a worldwide basis. The Company conducts its operations through its vessel owning subsidiaries.
The operations of the vessels are managed by
Globus Shipmanagement Corp. (the “Manager”), a wholly owned Marshall Islands corporation. The Manager has an office in Greece,
located at 128 Vouliagmenis Avenue, 166 74 Glyfada, Greece and provides the commercial, technical, cash management and accounting services
necessary for the operation of the fleet in exchange for a management fee. The management fee is eliminated on consolidation. The unaudited
interim condensed consolidated financial statements, prepared under IFRS, include the financial statements of Globus and its subsidiaries
listed below, all wholly owned by Globus as at September 30, 2023:
Company |
|
Country
of
Incorporation |
|
Vessel Delivery
Date |
|
Vessel Owned |
Globus Shipmanagement Corp. |
|
Marshall
Islands |
|
- |
|
Management
Co. |
Devocean Maritime Ltd. |
|
Marshall Islands |
|
December 18, 2007 |
|
m/v River Globe |
Domina Maritime Ltd. |
|
Marshall Islands |
|
May 19, 2010 |
|
-*** |
Dulac Maritime S.A. |
|
Marshall Islands |
|
May 25, 2010 |
|
-**** |
Artful Shipholding S.A. |
|
Marshall Islands |
|
June 22, 2011 |
|
m/v Moon Globe |
Longevity Maritime Limited
Serena Maritime Limited
Talisman Maritime Limited |
|
Malta
Marshall Islands
Marshall Islands |
|
September 15, 2011
October 29, 2020
July 20, 2021 |
|
-**
m/v Galaxy Globe
m/v Power Globe |
Argo Maritime Limited |
|
Marshall Islands |
|
June 9, 2021 |
|
m/v Diamond Globe |
Calypso Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: S-1885* |
Daxos Maritime Limited |
|
Marshall Islands |
|
- |
|
Hull No: NE-442* |
Olympia Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: S-K192* |
Paralus Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: NE-443* |
Salaminia Maritime Limited |
|
Marshall Islands |
|
November 29, 2021 |
|
m/v Orion Globe |
Thalia Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: S-3012* |
*New building vessels
** m/v Sun Globe was sold and delivered to
her new owners on June 5, 2023
*** m/v Sky Globe was sold and delivered to
her new owners on September 7, 2023
**** m/v Star Globe was sold and delivered
to her new owners on September 13, 2023
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 $13,098 and $13,612 for the nine months periods
ended September 30, 2023 and 2022, respectively. The fleet decreased from an average of 9.0 vessels during the first nine
months of 2022 to 8.4 vessels for the same period in 2023. The lease component that is disclosed then is calculated as the difference
between total revenue and the non-lease component revenue and was $10,724 and $39,565 for the nine months periods ended September 30,
2023 and 2022, respectively.
The Company enters into consultancy agreements
with other companies for the purpose of providing consultancy services. For these services the Company receives a fee. The total income
from these fees is classified in the income statement component of the condensed consolidated statement of comprehensive income under
management & consulting fee income.
Time Charters
A time charter is a contract for the use of a
vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port and canal
charges and the cost of bunkers (fuel oil), but the vessel owner pays vessel operating expenses, including the cost of crewing, insuring,
repairing and maintaining the vessel, the costs of spares and consumable stores and tonnage taxes. Time charter rates are usually set
at fixed rates during the term of the charter. Prevailing time charter rates fluctuate on a seasonal and on a year-to-year basis and,
as a result, when employment is being sought for a vessel with an expiring or terminated time charter, the prevailing time charter rates
achievable in the time charter market may be substantially higher or lower than the expiring or terminated time charter rate. Fluctuation
in time charter rates are influenced by changes in spot charter rates, which are in turn influenced by a number of factors, including
vessel supply and demand. The main factors that could increase total vessel operating expenses are crew salaries, insurance premiums,
spare parts, repairs that are not covered under insurance policies and lubricant prices.
Voyage Expenses
Voyage expenses primarily consist of port, canal
and bunker expenses that are unique to a particular charter under time charter arrangements are paid by the charterers or by the Company
under voyage charter arrangements. Furthermore, voyage expenses include brokerage commission on revenue paid by the Company.
Gain on sale of bunkers, net
In addition to voyage expenses, the Company may
also record a gain from bunkers which results mainly from the difference in the value of bunkers paid by the Company when the vessel
is redelivered to the Company from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold
by the Company when the vessel is delivered to a new charterer.
Vessel Operating Expenses
Vessel operating expenses primarily consist of
crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable
stores, tonnage taxes and other miscellaneous expenses necessary for the operation of the vessel and borne by the owner. All vessel operating
expenses are expensed as incurred.
General and Administrative Expenses
The primary components of general and administrative
expenses consist of the services of our senior executive officers, and the expenses associated with being a public company. Such public
company expenses include the costs of preparing public reporting documents, legal and accounting costs and costs related to compliance
with the rules, regulations and requirements of the SEC, the rules of NASDAQ, board of directors’ compensation and investor
relations.
Depreciation
We depreciate the cost of our vessels after deducting
the estimated residual value, on a straight-line basis over the expected useful life of each vessel, which is estimated to be 25 years
from the date of initial delivery from the shipyard. We estimated the residual values of our vessels to be $380 per lightweight ton until
September 30, 2022. During the fourth quarter of 2022, we adjusted the scrap rate from $380/ton to $440/ton due to the increased
scrap rates worldwide.
Interest and Finance Costs
We have historically incurred interest expense
and financing costs in connection with the debt incurred to partially finance the acquisition of our existing fleet. The interest rate
was calculated until August 10, 2022 based on the three-month LIBOR rate and applicable margin and on SOFR rate and applicable margin
thereafter.
Gain 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 on derivative financial instruments”
in the consolidated statement of comprehensive income. Realized gains or losses resulting from interest rate swaps are recognized in
profit or loss under “Gain on derivative financial instruments” in the consolidated statement of comprehensive income.
Selected Information
Our
selected consolidated financial and other data for the nine-month period ended September 30, 2023 and 2022 and as at September 30,
2023 presented in the tables below have been derived from our unaudited interim condensed consolidated financial statements and notes
thereto, included elsewhere herein. Our selected consolidated financial data as at December 31, 2022, presented in the tables below
have been derived from our audited financial statements and notes thereto, included in our Annual Report.
Consolidated Statements of Comprehensive Income
Data
(In thousands of U.S. Dollars)
| |
Nine months ended September 30, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | |
Voyage revenues | |
| 23,822 | | |
| 53,177 | |
Management & consulting fee income | |
| 273 | | |
| 273 | |
Total Revenues | |
| 24,095 | | |
| 53,450 | |
| |
| | | |
| | |
Voyage expenses, net | |
| (3,840 | ) | |
| (2,869 | ) |
Vessel operating expenses | |
| (12,771 | ) | |
| (13,261 | ) |
Depreciation | |
| (3,668 | ) | |
| (4,272 | ) |
Depreciation of dry-docking costs | |
| (3,298 | ) | |
| (3,266 | ) |
Administrative expenses | |
| (2,702 | ) | |
| (2,167 | ) |
Administrative expenses payable to related parties | |
| (521 | ) | |
| (1,059 | ) |
Reversal of impairment | |
| 4,400 | | |
| - | |
Gain from sale of vessels | |
| 3,876 | | |
| - | |
Other expenses net | |
| (16 | ) | |
| (342 | ) |
Operating income | |
| 5,555 | | |
| 26,214 | |
Interest income | |
| 1,668 | | |
| 14 | |
Interest expense and finance costs, net | |
| (3,077 | ) | |
| (1,428 | ) |
Gain on derivative financial instruments, net | |
| 781 | | |
| 2,456 | |
Foreign exchange (losses)/gains, net | |
| (33 | ) | |
| 177 | |
Total finance (losses) / gains, net | |
| (661 | ) | |
| 1,219 | |
Net income and total comprehensive income for the period | |
| 4,894 | | |
| 27,433 | |
| |
| | | |
| | |
Basic & diluted earnings per share for the period
(1) | |
| 0.24 | | |
| 1.33 | |
EBITDA (2) (unaudited) | |
| 13,269 | | |
| 36,386 | |
Adjusted EBITDA (2) (unaudited) | |
| 4,245 | | |
| 33,752 | |
(1) The weighted
average number of shares (basic and diluted) for the nine-month period ended September 30, 2023 and 2022, was 20,582,301.
(2) Earnings/(losses) before interest, taxes,
depreciation and amortization, or “EBITDA”, represents the sum of net income/(loss), interest and finance costs, interest
income, depreciation and amortization and, if any, income taxes during a period. Adjusted EBITDA represents net earnings / (losses) before
interest and finance costs net, gains or losses from the change in fair value of derivative financial instruments net, foreign exchange
gains or losses net, income taxes, depreciation, depreciation of drydocking costs, amortization of fair value of time charter attached
to vessels, impairment, reversal of impairment and gains or losses from sale of vessels. EBITDA and Adjusted EBITDA do not represent
and should not be considered as an alternative to total comprehensive income/(loss) or cash generated from operations, as determined
by IFRS, and our calculation of EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies. EBITDA and Adjusted
EBITDA is not a recognized measure under IFRS.
EBITDA and Adjusted EBITDA is included herein
because it is a basis upon which we assess our financial performance and because we believe that it presents useful information to investors
regarding a company’s ability to service and/or incur indebtedness and it is frequently used by securities analysts, investors
and other interested parties in the evaluation of companies in our industry.
EBITDA and Adjusted EBITDA have limitations as
an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under IFRS.
Some of these limitations are:
» EBITDA
and Adjusted EBITDA do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
» EBITDA
and Adjusted EBITDA do not reflect the interest expense or the cash requirements necessary to service interest or principal payments
on our debt;
» EBITDA
and Adjusted EBITDA do not reflect changes in or cash requirements for our working capital needs; and
» other
companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, EBITDA and Adjusted
EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business.
Total comprehensive income to EBITDA and
Adjusted EBITDA Reconciliation
| |
Nine months ended September 30, | |
| |
(Expressed in
Thousands of U.S. Dollars, except per share data) | |
| |
2023 (Unaudited) | | |
2022 (Unaudited) | |
Total comprehensive income for the period | |
$ | 4,894 | | |
$ | 27,433 | |
Interest and finance costs, net | |
| 1,409 | | |
| 1,415 | |
Depreciation | |
| 3,668 | | |
| 4,272 | |
Depreciation of drydocking costs | |
| 3,298 | | |
| 3,266 | |
EBITDA (unaudited) | |
$ | 13,269 | | |
$ | 36,386 | |
Gain on derivative financial instruments | |
| (781 | ) | |
| (2,456 | ) |
Foreign exchange losses / (gains), net | |
| 33 | | |
| (178 | ) |
Reversal of Impairment | |
| (4,400 | ) | |
| - | |
Gain from sale of vessels | |
| (3,876 | ) | |
| - | |
Adjusted EBITDA (unaudited) | |
$ | 4,245 | | |
$ | 33,752 | |
Balance Sheets Data
(In thousands of U.S. Dollars)
| |
As at September 30, | | |
As at December 31, | |
| |
2023 | | |
2022 | |
| |
|
(Unaudited) |
|
|
|
| |
Consolidated condensed statement of financial position: | |
| | | |
| | |
Vessels, net | |
| 101,261 | | |
| 129,461 | |
Advances for vessel acquisition | |
| 43,159 | | |
| 28,172 | |
Other non-current assets | |
| 4,747 | | |
| 5,498 | |
Total non-current assets | |
| 149,167 | | |
| 163,131 | |
Cash and bank balances and bank deposits (including restricted
cash) | |
| 79,168 | | |
| 55,211 | |
Other current assets | |
| 5,561 | | |
| 7,116 | |
Total current assets | |
| 84,729 | | |
| 62,327 | |
Total assets | |
| 233,896 | | |
| 225,458 | |
Total equity | |
| 175,592 | | |
| 170,698 | |
Total debt net of unamortized debt discount | |
| 54,140 | | |
| 44,325 | |
Other liabilities | |
| 4,164 | | |
| 10,435 | |
Total liabilities | |
| 58,304 | | |
| 54,760 | |
Total equity and liabilities | |
| 233,896 | | |
| 225,458 | |
Statements of Cash Flows Data
(In thousands of U.S. Dollars)
| |
Nine months ended September 30, | |
| |
2023 | | |
2022 | |
| |
(Unaudited) | |
Statement of cash flow data: | |
| | | |
| | |
Net cash (used in) / generated from operating activities | |
| (5,462 | ) | |
| 27,888 | |
Net cash generated from / (used in) investing activities | |
| 21,614 | | |
| (22,128 | ) |
Net cash generated from financing activities | |
| 9,333 | | |
| 11,722 | |
| |
Nine months
ended September 30, | |
| |
2023 | | |
2022 | |
| |
(Unaudited) | |
Ownership days (1) | |
| 2,298 | | |
| 2,457 | |
Available days (2) | |
| 2,225 | | |
| 2,414 | |
Operating days (3) | |
| 2,181 | | |
| 2,379 | |
Fleet utilization (4) | |
| 98 | % | |
| 98.6 | % |
Average number of vessels (5) | |
| 8.4 | | |
| 9.0 | |
Daily time charter equivalent (TCE) rate (6) | |
$ | 8,979 | | |
$ | 20,840 | |
Daily operating expenses (7) | |
$ | 5,557 | | |
$ | 5,397 | |
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
| |
Nine months
ended September 30, | |
| |
2023 | | |
2022 | |
| |
(Unaudited) | |
Voyage revenues | |
$ | 23,822 | | |
$ | 53,177 | |
Less: Voyage expenses | |
$ | (3,840 | ) | |
$ | (2,869 | ) |
Net revenues | |
$ | 19,982 | | |
$ | 50,308 | |
Available days | |
| 2,225 | | |
| 2,414 | |
Daily
TCE rate (1) | |
$ | 8,979 | | |
$ | 20,840 | |
(1) Subject
to rounding.
Recent Developments
Contract for new building vessels
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, which the Company intends to finance with a combination of debt and equity. In August 2023
the Company paid the 1st instalment of $7.5 million for both vessels under construction.
Debt financing
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. On August 10, 2023, the Company drew down $25 million.
The Company, through a wholly owned subsidiary
Daxos Maritime Limited, is currently negotiating a sale and leaseback financing transaction for a vessel under construction at Nantong
Cosco KHI Ship Engineering Co., Ltd. that we previously disclosed have agreed to purchase. Daxos Maritime Ltd would sell the vessel
for a purchase price of $28 million on or about September 30, 2024 (subject to delays during construction of the Vessel) to an unaffiliated
third party. Daxos Maritime Ltd would bareboat charter the vessel from the new owner for period of 10 years, with hire payable monthly
in advance at (A) a fixed rate of (i) $3,000 per day for the first 3 years, (ii) $3,200 per day for the 4th and 5th years,
(iii) $3,300 per day for the 6th and 7th years, and (iv) $3,800 per days for the 8th, 9th and 10th years, and (B) a floating
rate calculated on the amount of the outstanding lease obligation on the relevant hire payment date of (1) CME SOFR plus 2.1% per
annum for the first 3 years, (2) CME SOFR plus 2.45% per annum for the next 4th, 5th, 6th and 7th years, and (3) CME SOFR plus
2.35% per annum for the remaining 8th, 9th and 10th years. Daxos Maritime Ltd will have the right under the Charter to purchase the Vessel
during the charter period at various purchase prices, and an obligation to purchase the Vessel at the end of the Charter Period for a
purchase price of $15.81 million. Globus maritime would guarantee the payments. The transaction is subject to a number of conditions,
including negotiating and agreeing and approval by all parties of the final documentation for the transaction.
Sale of vessels
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. The vessel was delivered to its new owners on June 5, 2023. The Company recognized
a gain of $71 as a result of the sale, which was classified in the income statement component of the consolidated statement of comprehensive
income.
On August 11, 2023, the Company, through
a wholly owned subsidiary, entered into an agreement to sell the 2009-built Sky Globe for a gross price of $10.7 million (absolute amount),
before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 7, 2023. The Company
recognized a gain of $2.2 million (absolute amount) as a result of the sale, which was classified in the income statement component of
the consolidated statement of comprehensive income.
On August 16, 2023, the Company, through
a wholly owned subsidiary, entered into an agreement to sell the 2010-built Star Globe for a gross price of $11.2 million (absolute amount),
before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 13, 2023. The Company
recognized a gain of $1.6 million (absolute amount) as a result of the sale, which was classified in the income statement component of
the consolidated statement of comprehensive income.
Policy for the Recovery of Erroneously Awarded
Compensation
Clawback
Policy. On November 8, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery
of Erroneously Awarded Incentive Based Compensation (the “Clawback Policy”), with an effective date of October 2, 2023,
in order to comply with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1
of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), and the listing standards, as set forth in the Nasdaq
Listing Rule 5608 (the “Final Clawback Rules”).
The Clawback Policy provides for the mandatory
recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1
(“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement, in accordance
with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct
or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Board of Directors
may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed
fiscal years preceding the date on which the Company is required to prepare an accounting restatement.
Results of Operations
Conflicts
The
conflict between Russia and Ukraine, which commenced in February 2022, has disrupted supply chains and caused instability and significant
volatility in the global economy. Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible
that such instability, uncertainty and resulting volatility could significantly increase the costs of the Company and adversely affect
its business, including the ability to secure charters and financing on attractive terms, and as a result, adversely affect the Company’s
business, financial condition, results of operation and cash flows. Currently there is no direct effect on the Company’s
operations.
Nine-month
period ended September 30, 2023 compared to the nine-month period ended September 30, 2022
Net comprehensive
income for the nine-month period ended September 30, 2023 amounted to $4.9 million or $0.24 basic and diluted income per share based
on 20,582,301 weighted average number of shares, compared to a net comprehensive income of $27.4 million for the same period last year
or $1.33 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 nine-month period ended
September 30, 2023 compared to the nine -month period ended September 30, 2022 (expressed in $000’s):
9-month period of
2023 vs 9-month period of 2022
Net income and total comprehensive income
for the 9-month period of 2022 | |
| 27,433 | |
Decrease in Voyage revenues | |
| (29,355 | ) |
Increase in Voyage expenses | |
| (971 | ) |
Decrease in Vessels operating expenses | |
| 490 | |
Decrease in Depreciation | |
| 604 | |
Increase in Depreciation of dry-docking costs | |
| (32 | ) |
Decrease in Total administrative expenses | |
| 3 | |
Increase in Reversal of Impairment | |
| 4,400 | |
Increase in Gain from sale of vessel | |
| 3,876 | |
Decrease in Other expenses, net | |
| 326 | |
Increase in Interest income | |
| 1,655 | |
Increase in Interest expense and finance costs | |
| (1,649 | ) |
Decrease in Gain on derivative financial instruments | |
| (1,675 | ) |
Decrease in Foreign exchange gains | |
| (211 | ) |
Net income and total comprehensive income for the 9-month
period of 2023 | |
| 4,894 | |
Voyage revenues
During the nine-month
period ended September 30, 2023 and 2022, our Voyage revenues reached $23.8 million and $53.2 million, respectively. The 55% decrease
in Voyage revenues was mainly attributed to the decrease in the average time charter rates achieved by our vessels during the nine-month
period ended September 30, 2023, compared to the same period in 2022. The Company operated a fleet of 8.4 during the first nine
months of 2023 compared to an average of 9 vessels for the same period in 2022. Daily Time Charter Equivalent rate (TCE) for the nine-month
period of 2023 was $8,979 per vessel per day against $20,840 per vessel per day during the same period in 2022, corresponding to a decrease
of 57%, which is attributed to the worse conditions throughout the bulk market for the first nine months of 2023.
Voyage expenses,
net
Voyage expenses reached $3.8 million during the
nine-month period ended September 30, 2023, compared to $2.9 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 nine-month period ended September 30, 2023 and
2022, are analyzed as follows:
In $000’s | |
2023 | | |
2022 | |
Commissions | |
| 307 | | |
| 811 | |
Bunkers | |
| 3,163 | | |
| 1,664 | |
Other voyage expenses | |
| 370 | | |
| 394 | |
Total | |
| 3,840 | | |
| 2,869 | |
Vessel operating
expenses
Vessel
operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oils, insurance, maintenance, and repairs,
reached $12.8 million during the nine-month period ended September 30, 2023, compared to $13.3 million during the same period
last year. The breakdown of our operating expenses for the nine-month period ended September 30, 2023 and 2022 was as follows:
| |
2023 | | |
2022 | |
Crew expenses | |
| 52 | % | |
| 51 | % |
Repairs and spares | |
| 17 | % | |
| 21 | % |
Insurance | |
| 7 | % | |
| 8 | % |
Stores | |
| 15 | % | |
| 12 | % |
Lubricants | |
| 6 | % | |
| 5 | % |
Other | |
| 3 | % | |
| 3 | % |
Average daily operating
expenses during the nine-month periods ended September 30, 2023 and 2022 were $5,557 per vessel per day and $5,397 per vessel per
day respectively, corresponding to an increase of 3%.
Depreciation
Depreciation charge
during the nine-month period ended September 30, 2023, reached $3.7 million compared to $4.3 million during the same period in 2022.
This is mainly attributed to the decrease of the fleet from an average of 9 vessels during the nine-month period ended September 30,
2022 to 8.4 vessels for the same period in 2023 and the increase of the scrap rate in our books from $380/ton to $440/ton during the
fourth quarter of 2022, due to the increased scrap rates worldwide.
Total administrative expenses
Total administrative
expenses, including administrative expenses to related parties and share based payments, amounted to $3.2 million during the nine-month
period ended September 30, 2023 and 2022.
Reversal of Impairment
On March 6, 2023,
the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1
million, before commissions, to an unaffiliated third party.
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.
Gain from the sale of vessels
Gain from sale of
vessels amounted to $3.8 million for the nine-month period ended September 30, 2023. As a result of the sale of Sky and Star Globe
the Company recognized a gain of approximately $2.2 million and $1.6 million, respectively. Both vessels were delivered to their new
owners in September 2023.
Interest Income
During the nine-month
period ended September 30, 2023, interest income reached approximately $1.7 million compared to $14 thousand for the same period
last year. This is mainly attributed to the increase of interest rates worldwide during 2023 and the fact that the Company has proceeded
to secure short-term time deposits.
Interest expense and finance costs
Interest expense and finance costs reached $3.1
million during the nine-month period ended September 30, 2023, compared to $1.4 million in the same period of 2022. Interest expense
and finance costs for the nine-month periods ended September 30, 2023 and 2022, are analyzed as follows:
In $000’s | |
2023 | | |
2022 | |
Interest payable on long-term borrowings | |
| 2,735 | | |
| 1,241 | |
Bank charges | |
| 37 | | |
| 44 | |
Operating lease liability interest | |
| 23 | | |
| 45 | |
Gain from termination of previous operating lease | |
| - | | |
| (42 | ) |
Amortization of debt discount | |
| 263 | | |
| 114 | |
Other finance expenses | |
| 19 | | |
| 26 | |
Total | |
| 3,077 | | |
| 1,428 | |
As at September 30, 2023, and 2022 we and
our vessel-owning subsidiaries had outstanding borrowings under our Loan agreements of an aggregate of $54.2 million and $46 million,
respectively, gross of unamortized debt discount. The increase in interest payable is mainly attributed to the increase of the outstanding
balance and the increase of the weighted average interest rate from 4.93% during the nine-month period ended September 30, 2022
to 8.2% for the same period in 2023, which is mainly attributed to the increase of SOFR rates in 2023.
Gain on derivative financial instruments
For the nine-month periods ended September 30,
2023 and 2022, the Company recognized a gain of approximately $0.8 million and $2.5 million, respectively, net of interest for the period,
according to the Interest Rate Swap valuations, which follows future interest rate variations and is included in the condensed consolidated
statement of comprehensive income.
Liquidity and capital resources
As at September 30, 2023, and December 31,
2022, our cash and bank balances and bank deposits (including restricted cash) were $82.5 and $58.8 million, respectively.
As
at September 30, 2023, the Company reported a working capital surplus of $74.1 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 the unaudited interim condensed consolidated financial statements included elsewhere
in this report were prepared under this assumption.
Net
cash used in operating activities for the nine-month period ended September 30, 2023 was $5.5 million compared to net
cash generated from operating activities of $27.9 million during the respective period in 2022. The decrease in our cash generated from
operating activities was mainly attributed to the decrease in our Voyage revenues from $53.2 million during the nine-month period ended
September 30, 2022 to $23.8 million during the nine-month period under consideration.
Net
cash generated from investing activities for the nine-month period ended September 30, 2023 was $21.6 million compared
to net cash used in investing activities of $22.1 million during the respective period in 2022. The amount generated from investing activities
for the first nine months of 2023 is mainly attributed to the cash received from the sale of m/v Sun Globe, Sky Globe and Star Globe
during the second and third quarter of 2023, partially offset by instalments for the new building with Hull No: S-1885 paid in March and
September 2023, amounting to $3.8 million and $3.7 million, respectively, and the advances for the Hulls with No: S-K192 and S-3012
paid in August 2023 amounting to $7.5 million. Respectively, the amount used in investing activities for the nine months of 2022
is mainly attributed to the cash advances paid for the three new buildings during the nine-month period ended September 30, 2022.
Net
cash generated from financing activities during the nine-month period ended September 30, 2023 and 2022 were as follows:
| |
Nine months ended September 30, | |
In $000’s | |
2023 | | |
2022 | |
| |
(Unaudited) | |
Proceeds from loans | |
| 25,000 | | |
| 18,000 | |
Repayment of long-term debt | |
| (4,685 | ) | |
| (3,750 | ) |
Prepayment of long-term debt | |
| (10,505 | ) | |
| - | |
Decrease/(Increase) in restricted cash | |
| 1,741 | | |
| (1,124 | ) |
Repayment of lease liability | |
| (239 | ) | |
| (217 | ) |
Interest paid | |
| (1,573 | ) | |
| (928 | ) |
Payment of financing costs | |
| (406 | ) | |
| (259 | ) |
Net cash generated from financing activities | |
| 9,333 | | |
| 11,722 | |
As at September 30, 2023 and 2022, we and
our vessel-owning subsidiaries had outstanding borrowings under our Loan agreements of an aggregate of $54.2 and $46 million, respectively,
gross of unamortized debt discount.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Interim Condensed Consolidated
Statements of Comprehensive Income for the three and nine-month periods ended September 30, 2023 and 2022 |
F-2 |
Condensed Consolidated Statements
of Financial Position as at September 30, 2023 (Unaudited) and December 31, 2022 |
F-3 |
Unaudited Interim Condensed Consolidated
Statements of Changes in Equity for the nine -month periods ended September 30, 2023 and 2022 |
F-4 |
Unaudited Interim Condensed Consolidated
Statements of Cash Flows for the nine -month periods ended September 30, 2023 and 2022 |
F-5 |
Notes to the Unaudited Interim Condensed
Consolidated Financial Statements |
F-6 to F-15 |
GLOBUS MARITIME LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
For the three and nine months ended September 30, 2023 and
2022
(Expressed in thousands of U.S. Dollars, except share, per share
and warrants data)
|
|
|
|
|
Three
months ended September 30, |
|
|
Nine
months ended September 30, |
|
|
|
Notes |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
REVENUES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage
revenues |
|
|
10 |
|
|
|
7,589 |
|
|
|
15,775 |
|
|
|
23,822 |
|
|
|
53,177 |
|
Management &
consulting fee income |
|
|
|
|
|
|
92 |
|
|
|
92 |
|
|
|
273 |
|
|
|
273 |
|
Total
Revenues |
|
|
|
|
|
|
7,681 |
|
|
|
15,867 |
|
|
|
24,095 |
|
|
|
53,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXPENSES & OTHER
OPERATING INCOME: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage
expenses, net |
|
|
|
|
|
|
(645 |
) |
|
|
(3,322 |
) |
|
|
(3,840 |
) |
|
|
(2,869 |
) |
Vessel
operating expenses |
|
|
|
|
|
|
(3,918 |
) |
|
|
(4,769 |
) |
|
|
(12,771 |
) |
|
|
(13,261 |
) |
Depreciation |
|
|
5, 10 |
|
|
|
(1,175 |
) |
|
|
(1,446 |
) |
|
|
(3,668 |
) |
|
|
(4,272 |
) |
Depreciation
of dry-docking costs |
|
|
5 |
|
|
|
(1,024 |
) |
|
|
(1,213 |
) |
|
|
(3,298 |
) |
|
|
(3,266 |
) |
Administrative
expenses |
|
|
|
|
|
|
(941 |
) |
|
|
(738 |
) |
|
|
(2,702 |
) |
|
|
(2,167 |
) |
Administrative
expenses payable to related parties |
|
|
4 |
|
|
|
(170 |
) |
|
|
(347 |
) |
|
|
(521 |
) |
|
|
(1,059 |
) |
Reversal
of impairment |
|
|
5 |
|
|
|
- |
|
|
|
- |
|
|
|
4,400 |
|
|
|
- |
|
Gain
from sale of vessel |
|
|
5 |
|
|
|
3,805 |
|
|
|
- |
|
|
|
3,876 |
|
|
|
- |
|
Other
expenses, net |
|
|
|
|
|
|
(10 |
) |
|
|
(341 |
) |
|
|
(16 |
) |
|
|
(342 |
) |
Operating
income |
|
|
|
|
|
|
3,603 |
|
|
|
3,691 |
|
|
|
5,555 |
|
|
|
26,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income |
|
|
|
|
|
|
746 |
|
|
|
6 |
|
|
|
1,668 |
|
|
|
14 |
|
Interest
expense and finance costs |
|
|
|
|
|
|
(1,197 |
) |
|
|
(613 |
) |
|
|
(3,077 |
) |
|
|
(1,428 |
) |
Gain
on derivative financial instruments, net |
|
|
|
|
|
|
299 |
|
|
|
1,186 |
|
|
|
781 |
|
|
|
2,456 |
|
Foreign
exchange (losses) / gains, net |
|
|
|
|
|
|
18 |
|
|
|
65 |
|
|
|
(33 |
) |
|
|
177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
INCOME FOR THE PERIOD |
|
|
|
|
|
|
3,469 |
|
|
|
4,335 |
|
|
|
4,894 |
|
|
|
27,433 |
|
Other
Comprehensive Income |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
NET
COMPREHENSIVE INCOME FOR THE PERIOD |
|
|
|
|
|
|
3,469 |
|
|
|
4,335 |
|
|
|
4,894 |
|
|
|
27,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share (U.S.$): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Basic and Diluted earnings
per share for the period |
|
|
7 |
|
|
|
0.17 |
|
|
|
0.21 |
|
|
|
0.24 |
|
|
|
1.33 |
|
The accompanying condensed notes are an integral
part of these unaudited interim condensed consolidated financial statements.
GLOBUS MARITIME LIMITED
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at September 30, 2023 and December 31, 2022
(Expressed in thousands of U.S. Dollars, except share, per share
and warrants data)
| |
| | |
September 30, | | |
December 31, | |
| |
Notes | | |
2023 | | |
2022 | |
| |
| | |
(Unaudited) | | |
| |
ASSETS | |
| | |
| | |
| |
| |
| | |
| | |
| |
NON-CURRENT ASSETS | |
| | | |
| | | |
| | |
Vessels, net | |
| 5 | | |
| 101,261 | | |
| 129,461 | |
Advances for vessel purchase | |
| 10 | | |
| 43,159 | | |
| 28,172 | |
Office furniture and equipment | |
| | | |
| 93 | | |
| 90 | |
Right of use asset | |
| 10 | | |
| 259 | | |
| 493 | |
Restricted cash | |
| 3 | | |
| 3,378 | | |
| 3,590 | |
Fair value of derivative financial
instruments | |
| 11 | | |
| 1,007 | | |
| 1,315 | |
Other non-current assets | |
| | | |
| 10 | | |
| 10 | |
Total non-current assets | |
| | | |
| 149,167 | | |
| 163,131 | |
CURRENT ASSETS | |
| | | |
| | | |
| | |
Current portion of fair value of
derivative financial instruments | |
| 11 | | |
| 1,011 | | |
| 1,092 | |
Trade receivables, net | |
| | | |
| 906 | | |
| 109 | |
Inventories | |
| | | |
| 1,307 | | |
| 3,028 | |
Prepayments and other assets | |
| | | |
| 2,337 | | |
| 2,887 | |
Restricted cash | |
| 3 | | |
| 850 | | |
| 2,378 | |
Cash and cash equivalents | |
| 3 | | |
| 78,318 | | |
| 52,833 | |
Total current assets | |
| | | |
| 84,729 | | |
| 62,327 | |
TOTAL ASSETS | |
| | | |
| 233,896 | | |
| 225,458 | |
| |
| | | |
| | | |
| | |
EQUITY AND LIABILITIES | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
EQUITY | |
| | | |
| | | |
| | |
Issued share capital | |
| 6 | | |
| 82 | | |
| 82 | |
Share premium | |
| 6 | | |
| 284,406 | | |
| 284,406 | |
Accumulated deficit | |
| | | |
| (108,896 | ) | |
| (113,790 | ) |
Total equity | |
| | | |
| 175,592 | | |
| 170,698 | |
NON-CURRENT LIABILITIES | |
| | | |
| | | |
| | |
Long-term borrowings, net of current
portion | |
| 8 | | |
| 47,474 | | |
| 37,522 | |
Provision for staff retirement indemnities | |
| | | |
| 167 | | |
| 148 | |
Lease liabilities | |
| 10 | | |
| - | | |
| 188 | |
Total non-current liabilities | |
| | | |
| 47,641 | | |
| 37,858 | |
CURRENT LIABILITIES | |
| | | |
| | | |
| | |
Current portion of long-term borrowings | |
| 8 | | |
| 6,666 | | |
| 6,803 | |
Trade accounts payable | |
| | | |
| 1,832 | | |
| 3,548 | |
Accrued liabilities and other payables | |
| | | |
| 1,305 | | |
| 5,814 | |
Current portion of lease liabilities | |
| 10 | | |
| 270 | | |
| 321 | |
Deferred revenue | |
| | | |
| 590 | | |
| 416 | |
Total current liabilities | |
| | | |
| 10,663 | | |
| 16,902 | |
TOTAL LIABILITIES | |
| | | |
| 58,304 | | |
| 54,760 | |
TOTAL EQUITY AND LIABILITIES | |
| | | |
| 233,896 | | |
| 225,458 | |
The accompanying condensed notes are an integral part of these unaudited
interim condensed consolidated financial statements.
GLOBUS MARITIME LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN EQUITY
For the nine-months ended September 30, 2023 and 2022
(Expressed in thousands of U.S. Dollars, except share, per share
and warrants data)
| |
Issued share | | |
Share | | |
| | |
| |
| |
Capital | | |
Premium | | |
(Accumulated
Deficit) | | |
Total Equity | |
As at January 1, 2023 | |
| 82 | | |
| 284,406 | | |
| (113,790 | ) | |
| 170,698 | |
Net income for the period | |
| - | | |
| - | | |
| 4,894 | | |
| 4,894 | |
Other comprehensive income | |
| - | | |
| - | | |
| - | | |
| - | |
Total comprehensive income for the period | |
| - | | |
| - | | |
| 4,894 | | |
| 4,894 | |
As at September 30, 2023 | |
| 82 | | |
| 284,406 | | |
| (108,896 | ) | |
| 175,592 | |
| |
Issued share | | |
Share | | |
| | |
| |
| |
Capital | | |
Premium | | |
(Accumulated
Deficit) | | |
Total Equity | |
As at January 1, 2022 | |
| 82 | | |
| 284,406 | | |
| (138,070 | ) | |
| 146,418 | |
Net income for the period | |
| - | | |
| - | | |
| 27,433 | | |
| 27,433 | |
Other comprehensive income | |
| - | | |
| - | | |
| - | | |
| - | |
Total comprehensive income for the period | |
| - | | |
| - | | |
| 27,433 | | |
| 27,433 | |
As at September 30, 2022 | |
| 82 | | |
| 284,406 | | |
| (110,637 | ) | |
| 173,851 | |
The accompanying condensed notes are an integral
part of these unaudited interim condensed consolidated financial statements.
GLOBUS MARITIME LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine-months ended September 30, 2023 and 2022
(Expressed in thousands of U.S. Dollars)
| |
|
|
|
|
Nine months ended September 30, | |
| |
Notes | | |
2023 | | |
2022 | |
Operating activities | |
| | | |
| | | |
| | |
Income for the period | |
| | | |
| 4,894 | | |
| 27,433 | |
Adjustments for: | |
| | | |
| | | |
| | |
Depreciation | |
| 5,
10 | | |
| 3,668 | | |
| 4,272 | |
Depreciation of deferred dry-docking costs | |
| 5 | | |
| 3,298 | | |
| 3,266 | |
Payment of deferred dry-docking costs | |
| | | |
| (9,570 | ) | |
| (1,962 | ) |
Reversal of impairment | |
| | | |
| (4,400 | ) | |
| - | |
Provision for staff retirement indemnities | |
| | | |
| 19 | | |
| 22 | |
Gain on derivative financial instruments | |
| | | |
| (781 | ) | |
| (2,456 | ) |
Gain on sale of vessel | |
| | | |
| (3,876 | ) | |
| - | |
Interest expense and finance costs | |
| | | |
| 3,077 | | |
| 1,428 | |
Interest income | |
| | | |
| (1,668 | ) | |
| (14 | ) |
Foreign exchange losses/(gains), net | |
| | | |
| 20 | | |
| (76 | ) |
(Increase)/decrease in: | |
| | | |
| | | |
| | |
Trade receivables, net | |
| | | |
| (798 | ) | |
| (1,914 | ) |
Inventories | |
| | | |
| 1,722 | | |
| (743 | ) |
Prepayments and other assets | |
| | | |
| 549 | | |
| (394 | ) |
Insurance claims | |
| | | |
| - | | |
| (333 | ) |
Increase/(decrease) in: | |
| | | |
| | | |
| | |
Trade accounts payable | |
| | | |
| (1,993 | ) | |
| 1,904 | |
Accrued liabilities and other payables | |
| | | |
| 203 | | |
| (1,185 | ) |
Deferred revenue | |
| | | |
| 174 | | |
| (1,360 | ) |
Net cash (used in) / generated from operating activities | |
| | | |
| (5,462 | ) | |
| 27,888 | |
Cash flows from investing activities: | |
| | | |
| | | |
| | |
Net Proceeds from sale of vessel | |
| 5 | | |
| 35,097 | | |
| - | |
Advances for vessel acquisition | |
| 10 | | |
| (14,987 | ) | |
| (21,256 | ) |
Improvements | |
| | | |
| (127 | ) | |
| (872 | ) |
Purchases of office furniture and equipment | |
| | | |
| (37 | ) | |
| (14 | ) |
Interest received | |
| | | |
| 1,668 | | |
| 14 | |
Net cash generated from / (used in) investing activities | |
| | | |
| 21,614 | | |
| (22,128 | ) |
Cash flows from financing activities: | |
| | | |
| | | |
| | |
Proceeds from loans | |
| 8 | | |
| 25,000 | | |
| 18,000 | |
Repayment of long-term debt | |
| 8 | | |
| (4,685 | ) | |
| (3,750 | ) |
Prepayment of long-term debt | |
| 8 | | |
| (10,505 | ) | |
| - | |
Decrease/(Increase) in restricted cash | |
| 3 | | |
| 1,741 | | |
| (1,124 | ) |
Repayment of lease liability | |
| | | |
| (239 | ) | |
| (217 | ) |
Payment of financing costs | |
| | | |
| (406 | ) | |
| (259 | ) |
Interest paid | |
| | | |
| (1,573 | ) | |
| (928 | ) |
Net cash generated from financing activities | |
| | | |
| 9,333 | | |
| 11,722 | |
Net increase in cash and cash equivalents | |
| | | |
| 25,485 | | |
| 17,482 | |
Cash and cash equivalents at the beginning of the period | |
| 3 | | |
| 52,833 | | |
| 45,213 | |
Cash and cash equivalents at the end of the period | |
| 3 | | |
| 78,318 | | |
| 62,695 | |
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 SEPTEMBER 30, 2023
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
| 1. | Basis of presentation and general
information |
The accompanying unaudited interim
condensed consolidated financial statements include the financial statements of Globus Maritime Limited (“Globus”)
and its wholly owned subsidiaries (collectively the “Company”). Globus was formed on July 26, 2006, under the laws of
Jersey. On June 1, 2007, Globus concluded its initial public offering in the United Kingdom and its shares were admitted for trading
on the Alternative Investment Market (“AIM”). On November 24, 2010, Globus was redomiciled to the Marshall Islands and
its shares were admitted for trading in the United States (NASDAQ Global Market) under the Securities Act of 1933, as amended. On November 26,
2010, Globus shares were effectively delisted from AIM.
The address of the registered office
of Globus is: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
The principal business of the Company
is the ownership and operation of a fleet of dry bulk motor vessels (“m/v”), providing maritime services for the transportation
of dry cargo products on a worldwide basis. The Company conducts its operations through its vessel owning subsidiaries.
The operations of the vessels are managed
by Globus Shipmanagement Corp. (the “Manager”), a wholly owned Marshall Islands corporation. The Manager has an office in
Greece, located at 128 Vouliagmenis Avenue, 166 74 Glyfada, Greece and provides the commercial, technical, cash management and accounting
services necessary for the operation of the fleet in exchange for a management fee. The management fee is eliminated on consolidation.
The unaudited interim condensed consolidated financial statements include the financial statements of Globus and its subsidiaries listed
below, all wholly owned by Globus as at September 30, 2023:
Company |
|
Country
of
Incorporation |
|
Vessel
Delivery
Date |
|
Vessel Owned |
Globus Shipmanagement Corp. |
|
Marshall
Islands |
|
- |
|
Management
Co. |
Devocean Maritime Ltd. |
|
Marshall Islands |
|
December 18, 2007 |
|
m/v River Globe |
Domina Maritime Ltd. |
|
Marshall Islands |
|
May 19, 2010 |
|
-*** |
Dulac Maritime S.A. |
|
Marshall Islands |
|
May 25, 2010 |
|
-**** |
Artful Shipholding S.A. |
|
Marshall Islands |
|
June 22, 2011 |
|
m/v Moon Globe |
Longevity Maritime Limited
Serena Maritime Limited
Talisman Maritime Limited |
|
Malta
Marshall Islands
Marshall Islands |
|
September 15, 2011
October 29, 2020
July 20, 2021 |
|
-**
m/v Galaxy Globe
m/v Power Globe |
Argo Maritime Limited |
|
Marshall Islands |
|
June 9, 2021 |
|
m/v Diamond Globe |
Calypso Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: S-1885* |
Daxos Maritime Limited |
|
Marshall Islands |
|
- |
|
Hull No: NE-442* |
Olympia Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: S-K192* |
Paralus Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: NE-443* |
Salaminia Maritime Limited |
|
Marshall Islands |
|
November 29, 2021 |
|
m/v Orion Globe |
Thalia Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: S-3012* |
* New building vessels
** m/v Sun Globe sold and delivered
to her new owners on June 5, 2023 (Note 5)
*** m/v Sky Globe was sold and delivered
to her new owners on September 7, 2023 (Note 5)
**** m/v Star Globe was sold and delivered
to her new owners on September 13, 2023 (Note 5)
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 nine-month period ended September 30, 2023,
are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2023.
The
unaudited interim condensed consolidated financial statements as at and for the nine months ended September 30, 2023, have
been prepared in accordance with IAS 34 Interim Financial Reporting.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2023
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
1. Basis
of presentation and general information (continued)
The unaudited interim condensed consolidated
financial statements presented in this report do not include all the information and disclosures required in the annual financial statements
and should be read in conjunction with the consolidated financial statements as at December 31, 2022 and for the year then ended
included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 (the “2022 Annual Report”).
Unless otherwise defined herein, capitalized
words and expressions used herein shall have the same meanings ascribed to them in the 2022 Annual Report.
The unaudited interim condensed consolidated
financial statements as at September 30, 2023 and for the nine months then ended, were approved for issuance by the Board of Directors
on November 14, 2023.
Going Concern basis of accounting:
The Company performs on a regular basis
an assessment to evaluate its ability to continue as a going concern.
In assessing whether the going concern
assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited
to, twelve months from the end of the reporting period. The degree of consideration depends on the facts in each case and depends on
the Company’s profitability and ready access to financial resources, In certain cases, management may need to consider a wide
range of factors relating to current and expected profitability, debt repayment schedules, compliance with the financial and security
collateral cover ratio covenants under its existing debt agreements and potential sources of replacement financing before it can satisfy
itself that the going concern basis is appropriate. The Company may need to develop detailed cash flow projections as part of its assessment
in such cases. In developing estimates of future cash flows, the Company makes assumptions about the vessels’ future performance,
with the significant assumptions relating to time charter equivalent rates, vessels’ operating expenses, vessels’ capital
expenditures, fleet utilization, Company’s general and administrative expenses and cash flow requirements for debt servicing. The
assumptions used to develop estimates of future cash flows are based on historical trends as well as future expectations.
As at September 30, 2023, the
Company reported a total comprehensive income of $4,894 for the nine month period ended September 30, 2023, Cash and cash equivalents
of $78,318, a working capital surplus of $74.1 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.
The conflict between Russia and Ukraine,
which commenced in February 2022, has disrupted supply chains and caused instability and significant volatility in the global economy.
Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that such instability, uncertainty
and resulting volatility could significantly increase the costs of the Company and adversely affect its business, including the ability
to secure charters and financing on attractive terms, and as a result, adversely affect the Company’s business, financial condition,
results of operation and cash flows. Currently there is no effect on the Company’s operations.
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 2022, as included in Note 2 to the Company’s
consolidated financial statements included in the 2022 Annual Report. There have been no changes to the Company’s accounting policies
and recent accounting pronouncements in the nine-month period ended September 30, 2023 other than the following IFRS amendments
which have been adopted by the Company as of 1 January 2023:
| · | IAS
1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting
policies (Amendments). The amendments replace the requirement to disclose ‘significant’
accounting policies with a requirement to disclose ‘material’ accounting policies.
The amendments to IAS 1 and Practice Statement 2 relate to disclosures of accounting policies
in complete financial statements. |
| · | IAS
8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting
Estimates (Amendments). The amendments introduce a new definition of accounting estimates,
defined as monetary amounts in financial statements that are subject to measurement uncertainty,
if they do not result from a correction of prior period error. |
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2023
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
2. Changes
in Accounting policies and Recent accounting pronouncements (continued)
| · | IAS
12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
(Amendments). The amendments narrow the scope of and provide further clarity on the initial
recognition exception under IAS 12 and specify how companies should account for deferred
tax related to assets and liabilities arising from a single transaction, such as leases and
decommissioning obligations. |
| · | Amendment
to IAS 12 Income taxes: International Tax Reform – Pillar Two Model Rules. The
amendments issued in May 2023, give temporary relief from accounting for deferred taxes
arising from the Organisation for Economic Co-operation and Development’s (OECD) international
tax reform. The amendments introduce: (i) a temporary exception, to the accounting for
deferred taxes arising from jurisdictions implementing the global tax rules, and (ii) targeted
disclosure requirements, to help investors better understand a company’s exposure to
income taxes arising from the reform, particularly before legislation implementing the rules is
in effect. Companies can benefit from the temporary exception immediately but are required
to provide the disclosures to investors for annual reporting periods beginning on or after
1 January 2023. |
The amendments had no impact on the
financial statements of the Company.
In addition to the recent accounting
pronouncements issued, but not yet effective and not adopted by the Company, as disclosed in Note 2 to the Company’s consolidated
financial statements included in the 2022 Annual Report, there are the following accounting pronouncements issued, but not yet effective
and not early adopted by the Company:
| · | Amendments
to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier
Finance Arrangements. The amendments introduce supplemental disclosure requirements for
the entities’ supplier finance arrangements. The amendments are effective for annual
reporting periods beginning on or after 1 January 2024. |
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.
The Company has not early adopted the
above amendments and is in process of assessing the potential impact on the financial statements.
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:
| |
September 30,
2023 | | |
December 31,
2022 | |
Cash on hand | |
| 33 | | |
| 36 | |
Cash at banks | |
| 78,285 | | |
| 52,797 | |
Total | |
| 78,318 | | |
| 52,833 | |
Cash held in
banks earns interest at floating rates based on daily bank deposit rates.
The fair value
of cash and cash equivalents as at September 30, 2023 and December 31, 2022, was $78,318 and $52,833, respectively.
As
at September 30, 2023 and December 31, 2022, the Company had pledged an amount of $4,228 and $5,968, respectively, in order
to fulfil collateral requirements. The fair value of the restricted cash as at September 30, 2023 was $4,228, $3,378 included in
non-current assets and $850 included in current assets. The fair value of the restricted cash as at December 31, 2022 was $5,968,
$3,590 included in non-current assets and $2,378 included in current assets as at December 31, 2022. The cash and cash equivalents
are held with reputable bank and financial institution counterparties with high ratings.
4 Transactions with Related Parties
Details
and nature of the Company’s transactions with related parties did not change in the nine-month period ended September 30,
2023 and are discussed in Note 4 of the Company’s consolidated financial statements as at and for the year ended December 31,
2022, included in the 2022 Annual Report. As of September 30, 2023 the balance due to Related parties was $1,065 ($2,197 as of December 31,
2022) and are included in Trade accounts payable in the accompanying Statement of Financial Position.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2023
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
5 Vessels,
net and Advances for vessel acquisition
The amounts in the interim condensed
consolidated statement of financial position are analysed as follows:
| |
Vessels
cost | | |
Vessels
depreciation | | |
Dry docking
costs | | |
Depreciation
of dry-docking costs | | |
Net Book
Value | |
Balance at January 1, 2023 | |
| 234,916 | | |
| (113,009 | ) | |
| 23,365 | | |
| (15,811 | ) | |
| 129,461 | |
Additions | |
| 143 | | |
| - | | |
| 5,188 | | |
| - | | |
| 5,331 | |
Reversal of Impairment | |
| 4,400 | | |
| - | | |
| - | | |
| - | | |
| 4,400 | |
Depreciation & Amortization | |
| - | | |
| (3,400 | ) | |
| - | | |
| (3,298 | ) | |
| (6,698 | ) |
Sale of vessel | |
| (58,219 | ) | |
| 31,149 | | |
| (13,444 | ) | |
| 9,281 | | |
| (31,233 | ) |
Balance at September 30, 2023 | |
| 181,240 | | |
| (85,260 | ) | |
| 15,109 | | |
| (9,828 | ) | |
| 101,261 | |
For the purpose of the unaudited condensed
consolidated statement of comprehensive income, depreciation, as stated in the income statement component, comprises the following:
| |
For the
Three months
ended September 30, 2023 | | |
For the
Nine months
ended September 30, 2023 | |
Vessels’ depreciation | |
| 1,086 | | |
| 3,400 | |
Depreciation on office furniture and equipment | |
| 11 | | |
| 34 | |
Depreciation of right of use asset | |
| 78 | | |
| 234 | |
Total | |
| 1,175 | | |
| 3,668 | |
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.
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, during the first quarter of 2023. The vessel was delivered to its new owners
on June 5, 2023 and the Company recorded a gain of $71 which is included in the unaudited condensed consolidated statement of comprehensive
income.
On
August 11, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2009-built Sky Globe for
a gross price of $10.7 million (absolute amount), before commissions, to an unaffiliated third party. The vessel was delivered to its
new owners on September 7, 2023. The Company recognized a gain of approximately $2.2 million (absolute amount) as a result of the
sale, which is included in the income statement component of the consolidated statement of comprehensive income.
On
August 16, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2010-built Star Globe for
a gross price of $11.2 million (absolute amount), before commissions, to an unaffiliated third party. The vessel was delivered to its
new owners on September 13, 2023. The Company recognized a gain of approximately $1.6 million (absolute amount) as a result of the
sale, which is included in the income statement component of the consolidated statement of comprehensive income.
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, which the Company intends
to finance with a combination of debt and equity. In August 2023 the Company paid the 1st instalment of $7.5 million
for both vessels under construction.
As of September 30, 2023 the Company
assessed that no indication for impairment or reversal of impairment existed.
No impairment or reversal of impairment
was recognized for the first nine months of 2022.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2023
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
6 Share
Capital and Share Premium
The authorised share capital of Globus
consisted of the following:
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
Authorised share capital: | |
| | | |
| | |
500,000,000 Common Shares of par value $0.004
each | |
| 2,000 | | |
| 2,000 | |
100,000,000 Class B common shares of par value $0.001
each | |
| 100 | | |
| 100 | |
100,000,000 Preferred shares of par value $0.001 each | |
| 100 | | |
| 100 | |
Total authorised share capital | |
| 2,200 | | |
| 2,200 | |
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 September 30, 2023 and 2022
the Company had 20,582,301 shares issued and fully paid. During the periods ended September 30, 2023 and 2022 no new shares were
issued.
As
at September 30, 2023, the Company had no Class B common shares and 10,300 Series B Preferred Shares outstanding.
Share
premium includes the contribution of Globus’ shareholders for the acquisition of the Company’s vessels. Additionally, share
premium includes the effects of the acquisition of non-controlling interest, the effects of the Globus initial and follow-on public offerings
and the effects of the share-based payments. At September 30, 2023 and December 31, 2022, Globus share premium amounted
to $284,406.
As at September 30, 2023 and December 31,
2022, the Company had issued 5,550 common shares pursuant to exercise of outstanding Class A Warrants as defined in the 2022 Annual
Report and had 388,700 Class A Warrants outstanding to purchase an aggregate of 388,700 common shares.
As
at September 30, 2023 and December 31, 2022, no PP Warrants, as defined in the 2022 Annual Report, had been exercised and the
Company had 1,291,833 PP Warrants outstanding to purchase an aggregate of 1,291,833 common shares.
As
at September 30, 2023 and December 31, 2022, no December 2020 Warrants, as defined in the 2022 Annual Report, had
been exercised and the Company had December 2020 Warrants outstanding to purchase an aggregate of 1,270,587 common shares.
As
at September 30, 2023 and December 31, 2022, no January 2021 Warrants, as defined in the 2022 Annual Report, had been
exercised and the Company had January 2021 Warrants outstanding to purchase an aggregate of 1,950,000 common shares.
As
at September 30, 2023 and December 31, 2022, no February 2021 Warrants, as defined in the 2022 Annual Report, had been
exercised and the Company had February 2021 Warrants outstanding to purchase an aggregate of 4,800,000 common shares.
As
at September 30, 2023 and December 31, 2022, no June 2021 Warrants, as defined in the 2022 Annual Report, had been exercised
and the Company had June 2021 Warrants outstanding to purchase an aggregate of 10,000,000 common shares.
The
Company’s warrants are classified in equity, following the Company’s assessment that warrants meet the equity classification
criteria as per IAS 32. The total outstanding number of warrants as at September 30, 2023, was 19,701,120 to purchase an
aggregate of 19,701,120 common shares.
7 Earnings per Share
Basic earnings per share (“EPS”)
is calculated by dividing the net income for the period 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
period 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.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2023
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
7 Earnings per Share (continued)
As for the three-month ended September 30,
2023 and 2022, the securities that could potentially dilute basic EPS in the future are any incremental shares of unexercised warrants
(Note 6). As the warrants were out-of-the money during the three-month period ended September 30, 2023 and 2022, these were not
included in the computation of diluted EPS, because to do so would have anti-dilutive effect.
As for the nine-month ended September 30,
2023 and 2022, the securities that could potentially dilute basic EPS in the future are any incremental shares of unexercised warrants
(Note 6). As the warrants were out-of-the money during the nine-month periods ended September 30, 2023 and 2022, 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
per common share:
| |
For the
Three months ended
September 30, | | |
For the
Nine months ended
September 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Income attributable to common equity holders | |
$ | 3,469 | | |
$ | 4,335 | | |
$ | 4,894 | | |
$ | 27,433 | |
Weighted average number of shares – basic and diluted | |
| 20,582,301 | | |
| 20,582,301 | | |
| 20,582,301 | | |
| 20,582,301 | |
Earnings per common share – basic and diluted | |
$ | 0.17 | | |
$ | 0.21 | | |
$ | 0.24 | | |
$ | 1.33 | |
8 Long-Term Debt,
net
Long-term debt in the condensed
consolidated statement of financial position is analysed as follows:
Borrower | |
Loan
Balance | | |
Unamortized
Debt Discount | | |
Accrued
Interest | | |
Total
Borrowings | |
Devocean Maritime LTD., Artful Shipholding
S.A., Serena Maritime Limited,Salaminia Maritime Limited, Talisman Maritime Limited and Argo Maritime Limited. | |
| 54,185 | | |
| (684 | ) | |
| 639 | | |
| 54,140 | |
| |
| | | |
| | | |
| | | |
| | |
Total at September 30, 2023 | |
| 54,185 | | |
| (684 | ) | |
| 639 | | |
| 54,140 | |
Less: Current Portion | |
| (6,258 | ) | |
| 231 | | |
| (639 | ) | |
| (6,666 | ) |
Long-Term Portion | |
| 47,927 | | |
| (453 | ) | |
| - | | |
| 47,474 | |
| |
| | | |
| | | |
| | | |
| | |
Total at December 31, 2022 | |
| 44,375 | | |
| (541 | ) | |
| 491 | | |
| 44,325 | |
Less: Current Portion | |
| (6,500 | ) | |
| 188 | | |
| (491 | ) | |
| (6,803 | ) |
Long-Term Portion | |
| 37,875 | | |
| (353 | ) | |
| - | | |
| 37,522 | |
Details of the Company’s credit
facilities are discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2022,
included in the 2022 Annual Report.
In more detail:
In
May 2021, Globus through its wholly owned subsidiaries, Devocean Maritime Ltd.(the “Borrower A”), Domina Maritime
Ltd. (the “Borrower B”), Dulac Maritime S.A. (the “Borrower C”), Artful Shipholding S.A. (the “Borrower
D”), Longevity Maritime Limited (the “Borrower E”) and Serena Maritime Limited (the “Borrower F”), vessel
owning companies of m/v River Globe, m/v Sky Globe, m/v Star Globe, m/v Moon Globe, m/v Sun Globe and m/v Galaxy Globe, respectively,
entered a new term loan facility for up to $34,250 with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.)
for the purpose of refinancing the existing indebtedness secured on the ships. The loan facility is in the names of Devocean Maritime
Ltd., Domina Maritime Ltd, Dulac Maritime S.A., Artful Shipholding S.A., Longevity Maritime Limited and Serena Maritime Limited as the
borrowers and is guaranteed by Globus. This loan facility is referred to as the “CIT loan facility”. The loan facility bore
interest at LIBOR plus a margin of 3.75% for interest periods of three months.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2023
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
8 Long-Term Debt, net (continued)
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.
As
previously stated (see Note 2 & Note 5) on March 6, 2023, the Company, through a wholly owned subsidiary, entered into
an agreement to sell the 2007-built Sun Globe. 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.
As
previously stated (see Note 2 & Note 5) 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.
As
previously stated (see Note 2 & Note 5) 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 September 30, 2023.
The contractual annual loan principal
payments to First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) loan facility to be made subsequent to September 30,
2023, were as follows:
September 30, | |
First Citizens Bank &
Trust
Company (formerly known as CIT
Bank N.A.) |
2024 | |
6,258 |
2025 | |
6,258 |
2026 | |
22,669 |
August 10, 2027 | |
19,000 |
Total | |
54,185 |
9 Contingencies
Various claims, suits and complaints,
including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise
from disputes with charterers, environmental claims, agents, and insurers and from claims with suppliers relating to the operations of
the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which are material for
disclosure.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2023
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
10 Commitments
Voyage revenue
The Company enters into time charter
arrangements on its vessels. These non-cancellable arrangements had remaining terms between nil days to approximately nine months as
at September 30, 2023, assuming redelivery at the earliest possible date. As at December 31, 2022, the non-cancellable arrangements
had remaining terms between nil days to eight and a half months, assuming redelivery at the earliest possible date. Future net minimum
revenues receivable under non-cancellable operating leases as at September 30, 2023 and December 31, 2022, were as follows
(vessel off-hires and dry-docking days that could occur but are not currently known are not taken into consideration; in addition early
delivery of the vessels by the charterers is not accounted for):
| |
September 30,
2023 | | |
December 31,
2022 | |
Within one year | |
| 5,049 | | |
| 6,675 | |
Total | |
| 5,049 | | |
| 6,675 | |
These amounts include consideration
for other elements of the arrangement apart from the right to use the vessel such as maintenance and crewing and its related costs.
For
time charters that qualify as leases, the Company is required to disclose lease and non-lease components of lease revenue. The revenue
earned under time charters is not negotiated in its two separate components, but as a whole. For purposes of determining the standalone
selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded
that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on
shipping market conditions, the duration of such charters and the age of the vessel. The Company believes that the standalone
transaction price attributable to the technical management service component, including crewing services, is more readily determinable
than the price of the lease component and, accordingly, the price of the service component is estimated using data provided by its technical
department, which consist of the crew expenses, maintenance and consumable costs and was approximately $4,036 and $4,900 for the three-month
periods ended September 30, 2023 and 2022, respectively and $13,098 and $13,612 for the nine-month periods ended September 30,
2023 and 2022, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the
non-lease component revenue and was $3,553 and $10,876 for the three-month periods ended September 30, 2023 and 2022 and $10,724
and $39,565 for the nine-month periods ended September 30, 2023 and 2022, respectively.
Office lease contract
As
further discussed in Note 4 of the 2022 Annual Report the Company has recognised 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 three-month period ended September 30, 2023 and 2022, was approximately $78
for both periods and for the nine-month period ended September 30, 2023 and 2022, was approximately $234 and $249, respectively,
and the interest expense on lease liability for the three-month period ended September 30, 2023 and 2022, was approximately $6 and
$12, respectively and for the nine-month period ended September 30, 2023 and 2022, was approximately $23 and $45, respectively,
and recognised in the income statement component of the condensed consolidated statement of comprehensive income under depreciation
and interest expense and finance costs, respectively.
At September 30, 2023 and December 31,
2022, the current lease liabilities amounted to $270 and $321, respectively, and the non-current lease liabilities amounted to nil and
$188, respectively, and are included in the accompanying condensed consolidated statements of financial position.
Commitments under shipbuilding contracts
On
April 29, 2022, the Company entered into a contract, through its subsidiary, Calypso Shipholding S.A., for the construction and
purchase of one fuel efficient bulk carrier of about 64,000 dwt vessel. The vessel will be built at Nihon Shipyard Co. in Japan and is
scheduled to be delivered during the first half of 2024. The total consideration for the construction of the vessel is approximately
$37.5 million (absolute amount), which the Company intends to finance with a combination of debt and equity. In May 2022 the Company
paid the 1st instalment of $7.4 million (absolute amount), in March 2023 paid the 2nd instalment
of $3.8 million (absolute amount) and in September 2023 paid the 3rd instalment of $3.7
million (absolute amount), which are all included under Advances for vessel purchase in the condensed consolidated statement of financial
position.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2023
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
10 Commitments
(continued)
On May 13, 2022, the Company has
signed two contracts, through its subsidiaries, Daxos Maritime Limited and Paralus Shipholding S.A., for the construction and purchase
of two fuel efficient bulk carrier of about 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHI Ship Engineering Co.
in China with the first one scheduled to be delivered during the third quarter of 2024 and the second one scheduled during the fourth
quarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million (absolute amount), which
the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $13.8 million
(absolute amount) and in November 2022 paid the 2nd instalment of $6.9 million (absolute amount) for both vessels under construction.
Both instalments are included under Advances for vessel purchase in the condensed consolidated statement of financial position.
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, which the Company intends
to finance with a combination of debt and equity. In August 2023 the Company paid the 1st instalment of $7.5 million
(absolute amount) for both vessels under construction.
The contractual
annual payments per subsidiary to be made subsequent to September 30, 2023, were as follows:
| | |
Calypso
Shipholding
S.A. | | |
Daxos
Maritime
Limited | | |
Paralus
Shipholding
S.A. | | |
Olympia
Shipholding
S.A. | | |
Thalia
Shipholding
S.A. | | |
Total | |
October 1,
2023 to September 30, 2024 | | |
| 22,200 | | |
| 24,785 | | |
| 6,910 | | |
| 3,760 | | |
| 3,760 | | |
| 61,415 | |
October 1,
2024 to September 30, 2025 | | |
| - | | |
| - | | |
| 17,875 | | |
| 3,760 | | |
| - | | |
| 21,635 | |
October 1,
2025 to September 30, 2026 | | |
| - | | |
| - | | |
| - | | |
| 26,530 | | |
| 7,520 | | |
| 34,050 | |
October 1,
2026 to November 30, 2026 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 22,770 | | |
| 22,770 | |
Total | | |
| 22,200 | | |
| 24,785 | | |
| 24,785 | | |
| 34,050 | | |
| 34,050 | | |
| 139,870 | |
11
Fair values
Carrying amounts and fair values
The
following table shows the carrying amounts and fair values of assets and liabilities measured or disclosed at fair value, including their
levels in the fair value hierarchy (as defined in note 2.25 of the 2022 Annual Report). It does not include fair value information
for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair
value, such as cash and cash equivalents, restricted cash, trade receivables and trade payables.
| |
|
Carrying amount |
|
|
Fair value | |
| |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
September 30, 2023 | |
| | |
| | |
| | |
| | |
| |
| |
| Financial
assets | | |
| | | |
| | | |
| | | |
| | |
Financial assets measured at fair value | |
| | | |
| | | |
| | | |
| | | |
| | |
Non-current portion of fair value of derivative
financial instruments | |
| 1,007 | | |
| - | | |
| 1,007 | | |
| - | | |
| 1,007 | |
Current portion of fair value of derivative financial instruments | |
| 1,011 | | |
| - | | |
| 1,011 | | |
| - | | |
| 1,011 | |
| |
| 2,018 | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| Financial
liabilities | | |
| | | |
| | | |
| | | |
| | |
Financial liabilities not measured at fair value | |
| | | |
| | | |
| | | |
| | | |
| | |
Long-term borrowings | |
| 54,140 | | |
| - | | |
| 55,741 | | |
| - | | |
| 55,741 | |
| |
| 54,140 | | |
| | | |
| | | |
| | | |
| | |
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS SEPTEMBER 30, 2023
(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 | |
December 31, 2022 | |
| | |
| | |
| | |
| | |
| |
| |
| Financial
assets | | |
| | | |
| | | |
| | | |
| | |
Financial assets measured at fair value | |
| | | |
| | | |
| | | |
| | | |
| | |
Non-current portion of fair value of derivative
financial instruments | |
| 1,315 | | |
| - | | |
| 1,315 | | |
| - | | |
| 1,315 | |
Current portion of fair value of derivative financial instruments | |
| 1,092 | | |
| - | | |
| 1,092 | | |
| - | | |
| 1,092 | |
| |
| 2,407 | | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
| |
| Financial
liabilities | | |
| | | |
| | | |
| | | |
| | |
Financial liabilities not measured at fair value | |
| | | |
| | | |
| | | |
| | | |
| | |
Long-term borrowings | |
| 44,375 | | |
| - | | |
| 45,549 | | |
| - | | |
| 45,549 | |
| |
| 44,375 | | |
| | | |
| | | |
| | | |
| | |
Measurement of fair values
Valuation techniques and
significant unobservable inputs
The following tables show the valuation
techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
Financial instruments measured
at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type |
|
Valuation
Techniques |
|
Significant
unobservable inputs |
Derivative financial instruments: |
|
|
|
|
Interest Rate Swap |
|
Discounted
cash flow |
|
Discount rate |
Financial instruments not
measured at fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset and liabilities not measured at fair value |
|
|
|
|
|
|
|
Type |
|
Valuation
Techniques |
|
Significant
unobservable inputs |
Long-term borrowings |
|
Discounted
cash flow |
|
Discount rate |
Transfers between Level 1, 2 and 3
There have been no transfers
between Level 1, Level 2 and Level 3 during the period.
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