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 2024
Commission File Number: 001-34985
Globus Maritime Limited
(Translation of registrant’s name into English)
128 Vouliagmenis Avenue, 3rd Floor, Glyfada,
Attica, Greece, 166 74
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBIT INDEX
THIS REPORT
ON FORM 6-K (BUT EXCLUDING EXHIBIT 99.1 HEREOF) IS HEREBY INCORPORATED BY REFERENCE INTO THE COMPANY’S REGISTRATION STATEMENTS:
(A) ON FORM F-3 (FILE NO. 333-240042), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 2020 AND DECLARED
EFFECTIVE AUGUST 6, 2020 (B) ON FORM F-3 (FILE NO. 333-239250), FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY
31, 2020 AND DECLARED EFFECTIVE AUGUST 6, 2020, AND (C) ON FORM F-3 (FILE NO. 333-273249), FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON JULY 14, 2023 AND DECLARED EFFECTIVE ON JULY 26, 2023.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
GLOBUS MARITIME LIMITED |
|
|
|
|
By: |
/s/ Athanasios Feidakis |
|
Name: |
Athanasios Feidakis |
|
Title: |
President, Chief Executive Officer and Chief Financial Officer |
Date: November 29, 2024
Exhibit 99.1
GLOBUS MARITIME LIMITED
Globus Maritime Limited Reports Financial Results
for the Third Quarter and Nine-month period ended September 30, 2024
Glyfada, Greece,
November 29, 2024, 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, 2024.
| o | $26.2 million in 9M 2024 |
| o | $0.6 million net loss in Q3
2024 |
| o | $2.4 million net income in
9M 2024 |
| o | $13,867
per day in Q3 2024 |
| o | $13,450
per day in 9M 2024 |
Current Fleet Profile
As of the date
of this press release, Globus’ subsidiaries own and operate nine dry bulk carriers, consisting of one Supramax, five Kamsarmax
and 3 Ultramax.
Vessel |
|
Year
Built |
|
Yard |
|
Type |
|
Month/Year
Delivered |
|
DWT |
|
Flag |
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 |
|
Cyprus |
Orion Globe |
|
2015 |
|
Tsuneishi Zosen |
|
Kamsarmax |
|
November 2021 |
|
81,837 |
|
Marshall Is. |
GLBS Hero |
|
2024 |
|
Nihon Shipyard Co., Ltd. |
|
Ultramax |
|
January 2024 |
|
64,000 |
|
Marshall Is. |
GLBS Might |
|
2024 |
|
Nantong Cosco KHI Ship Engineering Co., Ltd. |
|
Ultramax |
|
August 2024 |
|
64,000 |
|
Marshall Is. |
GLBS Magic |
|
2024 |
|
Nantong Cosco KHI Ship Engineering Co., Ltd. |
|
Ultramax |
|
September 2024 |
|
64,000 |
|
Marshall Is. |
GLBS Angel |
|
2016 |
|
Hudong-Zhonghua |
|
Kamsarmax |
|
November 2024 |
|
81,119 |
|
Marshall Is. |
Weighted Average
Age: 7.4 Years as at November 29, 2024 |
|
|
|
652,432 |
|
|
|
Registered
office: Trust Company Complex, Ajeltake Road, Ajeltake Island, |
|
|
P.O. Box
1405, Majuro, Marshall Islands MH 96960 |
|
Comminucations
Address: c/o Globus Shipmanagement Corp. |
|
128
Vouliagmenis Avenue, 3rd Floor, 166 74 Glyfada, Greece |
|
Tel:
+30 210 9608300, Fax: +30 210 9608359, e-mail: info@globusmaritime.gr |
|
www.globusmaritime.gr |
Current Fleet Deployment
All our vessels are currently operating on short-term
time charters (“on spot”).
Management Commentary
“During the third quarter and nine-month
period, although the charter rates started to weaken, we have remained optimistic in the positive signs of the market. We continue to
monitor developments in the price and availability of new fuels as well as the global movement towards greener shipping.
Furthermore, we are alert to the various technical
and operational challenges the mid-size vessels face with the new fuel regulations that might come into effect, and we closely follow
both the latest regulatory news and technical solutions on that front.
We believe that regulatory developments and efficiency
requirements will put a pressure on the competitiveness of older vessels due to their higher fuel consumption and higher carbon footprint;
older, less efficient vessels would be forced most likely to either leave the market or undergo costly upgrades and technical adjustments,
if they are available, and would have to be justified. We view this as positive for the market going forward. The efficiency requirements
worldwide are increasing yearly which not only affects the cost side, but also the vessel’s hiring potential of how it is perceived
and assessed in the market by charterers for various trades.
As
we have previously reported, the Company took delivery of its third fuel-efficient eco EEDI Tier III Ultramax bulk carrier in late September and
went on to employ it with a reputable European operator at a premium to the Baltic Supramax Index 10 TC routes.
In order for us to meet the challenges of the
future the Company is committed to develop a modern and fuel-efficient fleet. We remain confident that this is the best way forward to
serve our clients and create long-term value for our shareholders.”
Recent Developments
Acquisition of new vessels
On September 11, 2024, the Company paid
the remaining $18 million at Nantong Cosco KHI Ship Engineering Co., Ltd. and on September 20, 2024, the Company took delivery
of a new Ultramax with carrying capacity of approximately 64,000 DWT, of which the Company had previously announced on August 23,
2023, and was named “m/v GLBS Magic”. The total cost of the new vessel was approximately $35.3 million.
On October 23, 2024, the Company entered
into two memoranda of agreement with an entity controlled by the Chairman of the Board of Directors and to which the Chief Executive
Officer is also related, for the acquisition of two Kamsarmax scrubber outfitted dry bulk vessels (the “Vessels”), a 2016-built
Kamsarmax dry bulk carrier with a carrying capacity of approximately 81,119 dwt for a purchase price of $27.5 million and a 2014-built
dry bulk vessel with a carrying capacity of approximately 81,817 dwt for a purchase price of $26.5 million, both financed with available
cash. The purchase of each Vessel was approved by a committee of the Board of Directors of the Company comprised solely of independent
directors, as well as unanimously ratified by the Company’s Board of Directors. An aggregate of $18 million of the purchase price
for the 2016-built Vessel has been paid upon its delivery (including the deposit), and the remaining balance is to be paid in one lump
sum without interest no later than one year after the date of the relevant memorandum of agreement. An aggregate of $17 million of the
purchase price for the 2014-built Vessel will be paid upon its delivery (including the deposit), and the remaining balance is to be paid
in one lump sum without interest no later than one year after the date of the relevant memorandum of agreement. On November 19,
2024, the Company took delivery of the m/v “GLBS Angel”, a 2016-built Kamsarmax dry bulk carrier. Delivery of the 2014-built
Kamsarmax vessel is expected within December 2024.
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) | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Revenue | |
| 8,950 | | |
| 7,681 | | |
| 26,179 | | |
| 24,095 | |
Net income / (loss) | |
| (550 | ) | |
| 3,469 | | |
| 2,430 | | |
| 4,894 | |
Adjusted
EBITDA (1) | |
| 2,907 | | |
| 1,997 | | |
| 8,881 | | |
| 4,245 | |
Basic &
diluted earnings / (loss) per share (2) | |
| (0.03 | ) | |
| 0.17 | | |
| 0.12 | | |
| 0.24 | |
| (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, 2024, and 2023 was 20,582,301. The weighted
average number of shares for the three-month period ended September 30, 2024, and 2023
was 20,582,301. |
Third quarter of the year 2024 compared
to the third quarter of the year 2023
Net loss for the third
quarter of the year 2024 amounted to $0.55 million or $0.03 basic loss per share based on 20,582,301 weighted average number of shares
compared to net income of $3.5 million or $0.17 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,
2024, and 2023, our Revenues reached $8.95 million and $7.7 million, respectively. The 16% increase in Revenues was mainly attributed
to the increase in the average time charter rates achieved by our vessels during the third quarter of 2024 compared to the same period
in 2023. Daily Time Charter Equivalent rate (TCE) for the third quarter of 2024 was $13,867 per vessel per day against $9,994 per vessel
per day during the same period in 2023 corresponding to an increase of 39%.
First nine months of the year 2024 compared
to the first nine months of the year 2023
Net
income for the nine-month period ended September 30, 2024,
amounted to $2.4 million or $0.12 basic income per share based on 20,582,301 weighted average number of shares, compared to $4.9 million
for the same period last year or $0.24 basic income per share based on 20,582,301 weighted average number of shares.
Revenue
During the nine-month
period ended September 30, 2024, and 2023, our Revenues reached $26.2 million and $24.1 million, respectively. The 9% increase in
Revenues was mainly attributed to the increase in the average time charter rates achieved by our vessels during the nine-month period
ended September 30, 2024, compared to the same period in 2023. Daily Time Charter Equivalent rate (TCE) for the nine-month period
of 2024 was $13,450 per vessel per day against $8,979 per vessel per day during the same period in 2023, corresponding to an increase
of 50%, which is attributed to the better conditions throughout the bulk market for the first nine months of 2024.
Fleet
Summary data
| |
Three months
ended
September 30, | | |
Nine months
ended
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Ownership days (1) | |
| 612 | | |
| 695 | | |
| 1,862 | | |
| 2,298 | |
Available days (2) | |
| 612 | | |
| 695 | | |
| 1,862 | | |
| 2,225 | |
Operating days (3) | |
| 609 | | |
| 674 | | |
| 1,848 | | |
| 2,181 | |
Fleet utilization (4) | |
| 99.6 | % | |
| 97 | % | |
| 99.3 | % | |
| 98 | % |
Average number of vessels (5) | |
| 6.7 | | |
| 7.6 | | |
| 6.8 | | |
| 8.4 | |
Daily time charter equivalent (TCE) rate (6) | |
$ | 13,867 | | |
$ | 9,994 | | |
$ | 13,450 | | |
$ | 8,979 | |
Daily operating expenses (7) | |
$ | 5,824 | | |
$ | 5,640 | | |
$ | 5,326 | | |
$ | 5,557 | |
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, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
(In thousands of U.S. dollars, except per share data) | |
| (unaudited) | | |
| (unaudited) | |
Consolidated Condensed Statements of Operations: | |
| | | |
| | | |
| | | |
| | |
Revenue | |
| 8,950 | | |
| 7,681 | | |
| 26,179 | | |
| 24,095 | |
Voyage and Operating vessel expenses | |
| (3,934 | ) | |
| (4,563 | ) | |
| (10,776 | ) | |
| (16,611 | ) |
General and administrative expenses | |
| (2,147 | ) | |
| (1,111 | ) | |
| (6,527 | ) | |
| (3,223 | ) |
Depreciation and amortization | |
| (2,100 | ) | |
| (2,199 | ) | |
| (6,485 | ) | |
| (6,966 | ) |
Reversal of Impairment | |
| - | | |
| - | | |
| 1,891 | | |
| 4,400 | |
Other (expenses)/income & gain from sale of vessel,
net | |
| 40 | | |
| 3,795 | | |
| 7 | | |
| 3,860 | |
Interest expense/income, finance cost and foreign exchange
(losses) / gains, net | |
| (1,035 | ) | |
| (433 | ) | |
| (2,077 | ) | |
| (1,442 | ) |
Gain/(Loss) on derivative financial instruments, net | |
| (324 | ) | |
| 299 | | |
| 218 | | |
| 781 | |
Net income / (loss) for the period | |
| (550 | ) | |
| 3,469 | | |
| 2,430 | | |
| 4,894 | |
| |
| | | |
| | | |
| | | |
| | |
Basic net income / (loss) per share for the period (1) | |
| (0.03 | ) | |
| 0.17 | | |
| 0.12 | | |
| 0.24 | |
Adjusted EBITDA (2) | |
| 2,907 | | |
| 1,997 | | |
| 8,881 | | |
| 4,245 | |
(1) The
weighted average number of shares for the nine-month period ended September 30, 2024, and 2023 was 20,582,301. The weighted average
number of shares for the three-month period ended September 30, 2024, and 2023 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/(loss) and net cash generated from/(used in) operating activities for the periods presented:
| |
Three
months ended
September 30, | | |
Nine months
ended
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
(Expressed in thousands of U.S. dollars) | |
| (unaudited) | | |
| (unaudited) | |
Net income/(loss) for
the period | |
| (550 | ) | |
| 3,469 | | |
| 2,430 | | |
| 4,894 | |
Interest expense/income and finance cost,
net | |
| 1,035 | | |
| 433 | | |
| 2,077 | | |
| 1,442 | |
Loss / (Gain) on derivative financial
instruments, net | |
| 324 | | |
| (299 | ) | |
| (218 | ) | |
| (781 | ) |
Depreciation and amortization | |
| 2,100 | | |
| 2,199 | | |
| 6,485 | | |
| 6,966 | |
Reversal of Impairment loss | |
| - | | |
| - | | |
| (1,891 | ) | |
| (4,400 | ) |
Gain from sale of
vessel | |
| (2 | ) | |
| (3,805 | ) | |
| (2 | ) | |
| (3,876 | ) |
Adjusted EBITDA | |
| 2,907 | | |
| 1,997 | | |
| 8,881 | | |
| 4,245 | |
Payment of deferred dry-docking costs | |
| 67 | | |
| (3,183 | ) | |
| (470 | ) | |
| (9,570 | ) |
Net decrease/(increase) in operating
assets | |
| (256 | ) | |
| 485 | | |
| (382 | ) | |
| 1,473 | |
Net (increase)/decrease in operating
liabilities | |
| 328 | | |
| (534 | ) | |
| 2,699 | | |
| (1,616 | ) |
Provision for staff retirement indemnities | |
| (1 | ) | |
| (7 | ) | |
| 31 | | |
| 19 | |
Foreign exchange
(losses)/gains net, not attributed to cash & cash equivalents | |
| (20 | ) | |
| 4 | | |
| (7 | ) | |
| (13 | ) |
Net cash generated
from/(used in) operating activities | |
| 3,025 | | |
| (1,238 | ) | |
| 10,752 | | |
| (5,462 | ) |
| |
Three
months ended
September 30, | | |
Nine months
ended
September 30, | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
(Expressed
in thousands of U.S. dollars) | |
| (unaudited) | | |
| (unaudited) | |
Statement of cash flow data: | |
| | |
| | |
| |
Net cash generated from / (used in) operating
activities | |
| 3,025 | | |
| (1,238 | ) | |
| 10,752 | | |
| (5,462 | ) |
Net cash (used in) / generated from investing activities | |
| (35,158 | ) | |
| 10,909 | | |
| (64,402 | ) | |
| 21,614 | |
Net cash generated from financing activities | |
| 21,072 | | |
| 15,413 | | |
| 39,152 | | |
| 9,333 | |
| |
As
at September 30, | | |
As
at December 31, | |
| |
2024 | | |
2023 | |
(Expressed in thousands of U.S. Dollars) | |
(Unaudited) | |
Consolidated Condensed Balance Sheet Data: | |
| | |
| |
Vessels and other fixed assets, net | |
| 210,333 | | |
| 147,803 | |
Cash and cash equivalents (including current restricted
cash) | |
| 63,552 | | |
| 77,822 | |
Other current and non-current assets | |
| 6,197 | | |
| 5,776 | |
Total assets | |
| 280,082 | | |
| 231,401 | |
Total equity | |
| 178,400 | | |
| 175,970 | |
Total debt & Finance liabilities, net of unamortized
debt discount | |
| 95,270 | | |
| 52,259 | |
Other current and non-current liabilities | |
| 6,412 | | |
| 3,172 | |
Total equity and liabilities | |
| 280,082 | | |
| 231,401 | |
About Globus Maritime Limited
Globus is an integrated dry bulk shipping company
that provides marine transportation services worldwide. The Company’s operating fleet consists of nine dry bulk vessels that transport
iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally, with a total carrying capacity of
652,432 Dwt and a weighted average age of 7.4 years as at November 29, 2024.
Safe Harbor Statement
This communication contains “forward-looking
statements” as defined under U.S. federal securities laws. Forward-looking statements provide the Company’s current expectations
or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Words
or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,”
“intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,”
“will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements,
but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject
to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ
materially from those expected or implied by the forward-looking statements. The Company’s actual results could differ materially
from those anticipated in forward-looking statements for many reasons specifically as described in the Company’s filings with the
Securities and Exchange Commission. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as
of the date of this communication. Globus undertakes no obligation to publicly revise any forward-looking statement to reflect circumstances
or events after the date of this communication or to reflect the occurrence of unanticipated events. You should, however, review the
factors and risks Globus describes in the reports it will file from time to time with the Securities and Exchange Commission after the
date of this communication.
For further information please contact:
Globus Maritime Limited |
+30 210 960 8300 |
Athanasios Feidakis, CEO |
a.g.feidakis@globusmaritime.gr |
|
|
Capital Link – New York |
+1 212 661 7566 |
Nicolas Bornozis |
globus@capitallink.com |
Exhibit 99.2
GLOBUS MARITIME LIMITED
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following is a discussion of our financial condition and results of operations for the nine-month periods ended September 30,
2024 and 2023. Unless otherwise specified herein, references to the “Company”, “we” or “our” shall
include Globus Maritime Limited (NASDAQ: GLBS) and its subsidiaries. You should read the following discussion and analysis together with
our unaudited interim condensed consolidated financial statements as at September 30, 2024 and for the nine-month periods ended September 30,
2024 and 2023, and the accompanying notes thereto, included elsewhere in this report. For the additional information relating to our management’s
discussion and analysis of the financial condition and results of operations, please see our Annual Report on Form of 20-F for the
year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024 (the
“Annual Report”).
Forward-Looking Statements
Our disclosure and analysis herein pertain to
our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding
our business and making acquisitions, includes forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words
such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,”
“projects,” “forecasts,” “may,” “should” and similar expressions are forward-looking statements.
All statements herein that are not statements of either historical or current facts are forward-looking statements. Forward-looking statements
include, but are not limited to, such matters as our future operating or financial results, global and regional economic and political
conditions, including piracy, pending vessel acquisitions, our business strategy and expected capital spending or operating expenses,
including dry-docking and insurance costs, competition in the dry bulk industry, statements about shipping market trends, including charter
rates and factors affecting supply and demand, our financial condition and liquidity, including our ability to obtain financing in the
future to fund capital expenditures, acquisitions and other general corporate activities, our ability to enter into fixed-rate charters
after our current charters expire and our ability to earn income in the spot market and our expectations of the availability of vessels
to purchase, the time it may take to construct new vessels, and vessels’ useful lives. Many of these statements are based on our
assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described
more fully under “Item 3. Key Information – D. Risk Factors” of the Annual Report. Any of these factors or a combination
of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements.
Factors that might cause future results to differ
include, but are not limited to, the following:
|
· |
changes in governmental rules and regulations or actions taken by regulatory authorities; |
|
|
|
|
· |
changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to perform under existing time charters; |
|
|
|
|
· |
the length and number of off-hire periods and dependence on third-party managers; and |
|
|
|
|
· |
other factors discussed under “Item 3. Key Information – D. Risk Factors” of the Annual Report. |
You should not place undue reliance on forward-looking
statements contained herein because they are statements about events that are not certain to occur as described or at all. All forward-looking
statements herein are qualified in their entirety by the cautionary statements contained herein. These forward-looking statements are
not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking
statements. Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions
to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events.
Overview
The address of the registered office of Globus
Maritime Limited (“Globus”) is: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
The principal business of the Company is the ownership
and operation of a fleet of dry bulk motor vessels (“m/v”), providing maritime services for the transportation of dry cargo
products on a worldwide basis. The Company conducts its operations through its vessel owning subsidiaries.
The operations of the vessels are managed by Globus
Shipmanagement Corp. (the “Manager”), a wholly owned Marshall Islands corporation. The Manager has an office in Greece, located
at 128 Vouliagmenis Avenue, 166 74 Glyfada, Greece and provides the commercial, technical, cash management and accounting services necessary
for the operation of the fleet in exchange for a management fee. The management fee is eliminated on consolidation. The unaudited interim
condensed consolidated financial statements, prepared under IFRS, include the financial statements of Globus and its subsidiaries listed
below, all wholly owned by Globus as at September 30, 2024:
Company |
Country of
Incorporation |
Vessel Delivery
Date |
Vessel
Name |
Globus Shipmanagement Corp. |
Marshall Islands |
- |
- (1) |
Devocean Maritime Ltd. |
Marshall Islands |
December 18, 2007 |
m/v River Globe |
Serena Maritime Limited |
Marshall Islands |
October 29, 2020 |
m/v Galaxy Globe |
Talisman Maritime Limited |
Marshall Islands |
July 20, 2021 |
m/v Power Globe |
Argo Maritime Limited |
Marshall Islands |
June 9, 2021 |
m/v Diamond Globe |
Salaminia Maritime Limited |
Marshall Islands |
November 29, 2021 |
m/v Orion Globe |
Calypso Shipholding S.A. |
Marshall Islands |
January 25, 2024 |
m/v GLBS Hero |
Daxos Maritime Limited |
Marshall Islands |
August 20, 2024 |
m/v GLBS Might (2) |
Paralus Shipholding S.A. |
Marshall Islands |
September 20, 2024 |
m/v GLBS Magic |
Olympia Shipholding S.A. |
Marshall Islands |
- |
Hull No: S-K192 |
Thalia Shipholding S.A. |
Marshall Islands |
- |
Hull No: S-3012 |
Artful Shipholding S.A. |
Marshall Islands |
- |
- (3) |
Domina Maritime Ltd. |
Marshall Islands |
- |
- |
Dulac Maritime S.A. |
Marshall Islands |
- |
- |
Longevity Maritime Limited |
Malta |
- |
- |
| (2) | Subject to a sale and leaseback financing transaction. |
| (3) | m/v Moon Globe was sold and delivered to her new owners on July 8, 2024. |
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 $10,111 and $13,098 for the nine months periods
ended September 30, 2024 and 2023, respectively. The fleet decreased from an average of 8.4 vessels during the nine months
of 2023 to 6.8 vessels for the same period in 2024. The lease component that is disclosed then is calculated as the difference between
total revenue and the non-lease component revenue and was $15,794 and $10,724 for the nine months periods ended September 30, 2024
and 2023, respectively.
The Company enters into consultancy agreements
with other companies for the purpose of providing consultancy services. For these services the Company receives a fee. The total income
from these fees is classified in the income statement component of the condensed consolidated statement of comprehensive income/(loss)
under management & consulting fee income.
Time Charters
A time charter is a contract for the use of a
vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port and canal
charges and the cost of bunkers (fuel oil), but the vessel owner pays vessel operating expenses, including the cost of crewing, insuring,
repairing and maintaining the vessel, the costs of spares and consumable stores and tonnage taxes. Time charter rates are usually set
at fixed rates during the term of the charter. Prevailing time charter rates fluctuate on a seasonal and on a year-to-year basis and,
as a result, when employment is being sought for a vessel with an expiring or terminated time charter, the prevailing time charter rates
achievable in the time charter market may be substantially higher or lower than the expiring or terminated time charter rate. Fluctuation
in time charter rates are influenced by changes in spot charter rates, which are in turn influenced by a number of factors, including
vessel supply and demand. The main factors that could increase total vessel operating expenses are crew salaries, insurance premiums,
spare parts, repairs that are not covered under insurance policies and lubricant prices.
Voyage Expenses
Voyage expenses primarily consist of port, canal
and bunker expenses that are unique to a particular charter under time charter arrangements are paid by the charterers or by the Company
under voyage charter arrangements. Furthermore, voyage expenses include brokerage commission on revenue paid by the Company.
Vessel Operating Expenses
Vessel operating expenses primarily consist of
crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores,
tonnage taxes and other miscellaneous expenses necessary for the operation of the vessel and borne by the owner. All vessel operating
expenses are expensed as incurred.
General and Administrative Expenses
The primary components of general and administrative
expenses consist of the services of our senior executive officers, and the expenses associated with being a public company. Such public
company expenses include the costs of preparing public reporting documents, legal and accounting costs and costs related to compliance
with the rules, regulations and requirements of the SEC, the rules of NASDAQ, board of directors’ compensation and investor
relations.
Depreciation
We depreciate the cost of our vessels after deducting
the estimated residual value, on a straight-line basis over the expected useful life of each vessel, which is estimated to be 25 years
from the date of initial delivery from the shipyard. We estimated the residual values of our vessels to be $440 per lightweight ton until
September 30, 2023. During the fourth quarter of 2023, we adjusted the scrap rate from $440/ton to $480/ton due to the increased
scrap rates worldwide.
Interest and Finance Costs
We have historically incurred interest expense
and financing costs in connection with the debt incurred to partially finance the acquisition of our existing fleet. The interest rate
is calculated based on the three-month SOFR rate and applicable margin.
Gain/(Loss) on derivative financial instruments
The Company enters into interest rate swap agreements
to manage its exposure to fluctuations of interest rate risk associated with its borrowings. Interest Rate Swaps are measured at fair
value. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The valuation technique
used for the Interest Rate Swaps is the discounted cash flow. The Company has not designated these interest rate swaps for hedge accounting.
The fair value of the Interest Rate Swaps is classified
under “Fair value of derivative financial instruments” either under assets or liabilities in the consolidated statement of
financial position. In the event that the respective asset or liability is expected to be materialized within the next twelve months,
it is classified as current asset or liability. Otherwise, the respective asset or liability is classified as non-current asset or liability.
The change in fair value deriving from the valuation
of the Interest Rate Swap at the end of each reporting period is classified under “Gain/ (Loss) on derivative financial instruments”
in the consolidated statement of comprehensive income/(loss). Realized gains or losses resulting from interest rate swaps are recognized
in profit or loss under “Gain/(Loss) on derivative financial instruments” in the consolidated statement of comprehensive income/(loss).
Selected Information
Our
selected consolidated financial and other data for the nine-month period ended September 30, 2024 and 2023 and as at September 30,
2024 presented in the tables below have been derived from our unaudited interim condensed consolidated financial statements and notes
thereto, included elsewhere herein. Our selected consolidated financial data as at December 31, 2023, presented in the tables below
have been derived from our audited financial statements and notes thereto, included in our Annual Report.
Consolidated Statements of Comprehensive Income
Data
(In thousands of U.S. Dollars)
| |
Nine months ended September 30, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
| |
(unaudited) | |
Voyage revenues | |
| 25,905 | | |
| 23,822 | |
Management & consulting fee income | |
| 274 | | |
| 273 | |
Total Revenues | |
| 26,179 | | |
| 24,095 | |
| |
| | | |
| | |
Voyage expenses, net | |
| (859 | ) | |
| (3,840 | ) |
Vessel operating expenses | |
| (9,917 | ) | |
| (12,771 | ) |
Depreciation | |
| (4,081 | ) | |
| (3,668 | ) |
Depreciation of dry-docking costs | |
| (2,404 | ) | |
| (3,298 | ) |
Administrative expenses | |
| (2,941 | ) | |
| (2,702 | ) |
Administrative expenses payable to related parties | |
| (3,586 | ) | |
| (521 | ) |
Reversal of impairment | |
| 1,891 | | |
| 4,400 | |
Gain from sale of vessels | |
| 2 | | |
| 3,876 | |
Other income/(expenses), net | |
| 5 | | |
| (16 | ) |
Operating income | |
| 4,289 | | |
| 5,555 | |
Interest income | |
| 2,272 | | |
| 1,668 | |
Interest expense and finance costs, net | |
| (4,330 | ) | |
| (3,077 | ) |
Gain on derivative financial instruments, net | |
| 218 | | |
| 781 | |
Foreign exchange losses, net | |
| (19 | ) | |
| (33 | ) |
Total finance losses, net | |
| (1,859 | ) | |
| (661 | ) |
Net income and total comprehensive income for the period | |
| 2,430 | | |
| 4,894 | |
| |
| | | |
| | |
Basic &
diluted earnings per share for the period (1) | |
| 0.12 | | |
| 0.24 | |
EBITDA
(2) (unaudited) | |
| 10,973 | | |
| 13,269 | |
Adjusted
EBITDA (2) (unaudited) | |
| 8,881 | | |
| 4,245 | |
(1) The weighted
average number of shares (basic and diluted) for the nine-month period ended September 30, 2024 and 2023, 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-month Period ended September 30, |
|
|
|
(Expressed in Thousands of U.S. Dollars, except per share data) |
|
|
|
2024 |
|
|
2023 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
Total comprehensive income for the period |
|
$ |
2,430 |
|
|
$ |
4,894 |
|
Interest and finance costs, net |
|
|
2,058 |
|
|
|
1,409 |
|
Depreciation |
|
|
4,081 |
|
|
|
3,668 |
|
Depreciation of drydocking costs |
|
|
2,404 |
|
|
|
3,298 |
|
EBITDA (unaudited) |
|
$ |
10,973 |
|
|
$ |
13,269 |
|
Gain on derivative financial instruments |
|
|
(218 |
) |
|
|
(781 |
) |
Foreign exchange losses, net |
|
|
19 |
|
|
|
33 |
|
Reversal of Impairment |
|
|
(1,891 |
) |
|
|
(4,400 |
) |
Gain from sale of vessels |
|
|
(2 |
) |
|
|
(3,876 |
) |
Adjusted EBITDA (unaudited) |
|
$ |
8,881 |
|
|
$ |
4,245 |
|
Balance Sheets Data
(In thousands of U.S. Dollars)
| |
As at September 30, | | |
As at December 31, | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
| |
Consolidated condensed statement of financial position: | |
| | |
| |
Vessels, net | |
| 195,282 | | |
| 100,557 | |
Advances for vessel acquisition | |
| 15,051 | | |
| 47,246 | |
Other non-current assets | |
| 3,916 | | |
| 4,302 | |
Total non-current assets | |
| 214,249 | | |
| 152,105 | |
Cash and bank balances and bank deposits (including restricted cash) | |
| 60,827 | | |
| 74,292 | |
Other current assets | |
| 5,006 | | |
| 5,004 | |
Total current assets | |
| 65,833 | | |
| 79,296 | |
Total assets | |
| 280,082 | | |
| 231,401 | |
Total equity | |
| 178,400 | | |
| 175,970 | |
Total debt & Financial liabilities net of unamortized debt discount | |
| 95,270 | | |
| 52,259 | |
Other liabilities | |
| 6,412 | | |
| 3,172 | |
Total liabilities | |
| 101,682 | | |
| 55,431 | |
Total equity and liabilities | |
| 280,082 | | |
| 231,401 | |
Statements of Cash Flows Data
(In thousands of U.S. Dollars)
| |
Nine months ended September 30, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
| |
(Unaudited) | |
Statement of cash flow data: | |
| |
Net cash generated from / (used in) operating activities | |
| 10,752 | | |
| (5,462 | ) |
Net cash (used in) / generated from investing activities | |
| (64,402 | ) | |
| 21,614 | |
Net cash generated from financing activities | |
| 39,152 | | |
| 9,333 | |
| |
Nine months ended September 30, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
| |
(Unaudited) | |
Ownership days (1) | |
| 1,862 | | |
| 2,298 | |
Available days (2) | |
| 1,862 | | |
| 2,225 | |
Operating days (3) | |
| 1,848 | | |
| 2,181 | |
Fleet utilization (4) | |
| 99.3 | % | |
| 98 | % |
Average number of vessels (5) | |
| 6.8 | | |
| 8.4 | |
Daily time charter equivalent (TCE) rate (6) | |
$ | 13,450 | | |
$ | 8,979 | |
Daily operating expenses (7) | |
$ | 5,326 | | |
$ | 5,557 | |
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, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
| |
(Unaudited) | |
Voyage revenues | |
$ | 25,905 | | |
$ | 23,822 | |
Less: Voyage expenses | |
$ | (859 | ) | |
$ | (3,840 | ) |
Net revenues | |
$ | 25,046 | | |
$ | 19,982 | |
Available days | |
| 1,862 | | |
| 2,225 | |
Daily TCE rate (1) | |
$ | 13,450 | | |
$ | 8,979 | |
(1) Subject
to rounding.
Recent Developments
Acquisition of new vessels
On September 11, 2024, the Company paid the
remaining $18 million at Nantong Cosco KHI Ship Engineering Co., Ltd. and on September 20, 2024 the Company took delivery of
a new Ultramax with carrying capacity of approximately 64,000 DWT, of which the Company had previously announced on August 23, 2023
and was named “m/v GLBS Magic”. The total cost of the new vessel was approximately $35.3 million.
On October 23, 2024, the Company entered
into two memoranda of agreement with an entity controlled by the Chairman of the Board of Directors and to which the Chief Executive Officer
is also related, for the acquisition of two Kamsarmax scrubber outfitted dry bulk vessels (the “Vessels”), a 2016-built Kamsarmax
dry bulk carrier with a carrying capacity of approximately 81,119 dwt for a purchase price of $27.5 million and a 2014-built dry bulk
vessel with a carrying capacity of approximately 81,817 dwt for a purchase price of $26.5 million, both financed with available cash.
The purchase of each Vessel was approved by a committee of the Board of Directors of the Company comprised solely of independent directors,
as well as unanimously ratified by the Company’s Board of Directors. An aggregate of $18 million of the purchase price for the 2016-built
Vessel has been paid upon its delivery (including the deposit), and the remaining balance is to be paid in one lump sum without interest
no later than one year after the date of the relevant memorandum of agreement. An aggregate of $17 million of the purchase price for the
2014-built Vessel will be paid upon its delivery (including the deposit), and the remaining balance is to be paid in one lump sum without
interest no later than one year after the date of the relevant memorandum of agreement. On November 19, 2024, the Company took delivery
of the m/v “GLBS Angel”, a 2016-built Kamsarmax dry bulk carrier. Delivery of the 2014-built Kamsarmax vessel is expected
within December 2024.
Nine-month
period ended September 30, 2024 compared to the nine-month period ended September 30, 2023
Net comprehensive income
for the nine-month period ended September 30, 2024 amounted to $2.4 million or $0.12 basic and diluted income per share based on
20,582,301 weighted average number of shares, compared to a net comprehensive income of $4.9 million for the same period last year or
$0.24 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, 2024 compared to the nine -month period ended September 30, 2023 (expressed in $000’s):
9-month period of
2024 vs 9-month period of 2023
Net income and total comprehensive income for the 9-month period of 2023 | |
| 4,894 | |
Increase in Voyage revenues | |
| 2,083 | |
Increase in Management & consulting fee income | |
| 1 | |
Decrease in Voyage expenses | |
| 2,981 | |
Decrease in Vessels operating expenses | |
| 2,854 | |
Increase in Depreciation | |
| (413 | ) |
Decrease in Depreciation of dry-docking costs | |
| 894 | |
Increase in Total administrative expenses | |
| (3,304 | ) |
Decrease in Reversal of Impairment | |
| (2,509 | ) |
Decrease in Gain from sale of vessel | |
| (3,874 | ) |
Decrease in Other expenses, net | |
| 21 | |
Increase in Interest income | |
| 604 | |
Increase in Interest expense and finance costs | |
| (1,253 | ) |
Decrease in Gain on derivative financial instruments | |
| (563 | ) |
Decrease in Foreign exchange losses | |
| 14 | |
Net income and total comprehensive income for the 9-month period of 2024 | |
| 2,430 | |
Voyage revenues
During the nine-month
period ended September 30, 2024 and 2023, our Voyage revenues reached $25.9 million and $23.8 million, respectively. The 9% increase
in Voyage revenues was mainly attributed to the increase in the average time charter rates achieved by our vessels during the nine-month
period ended September 30, 2024, compared to the same period in 2023. Daily Time Charter Equivalent rate (TCE) for the nine-month
period of 2024 was $13,450 per vessel per day against $8,979 per vessel per day during the same period in 2023, corresponding to an increase
of 50%, which is attributed to the better conditions throughout the bulk market for the nine months of 2023. The Company operated a fleet
of an average of 6.8 vessels during the first nine months of 2024 compared to an average of 8.4 vessels for the same period in 2023.
Voyage expenses,
net
Voyage expenses reached $0.9 million during the
nine-month period ended September 30, 2024, compared to $3.8 million during the same period last year mainly due to the decrease
of ballast days from 252 days for the fleet during the first nine months of 2023 to only 35 days for the same period in 2024 which subsequently
led to substantially decreased bunkers expenses. 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, 2024 and 2023, are analyzed as follows:
In $000’s | |
2024 | | |
2023 | |
Commissions | |
| 335 | | |
| 307 | |
Bunkers | |
| 293 | | |
| 3,163 | |
Other voyage expenses | |
| 231 | | |
| 370 | |
Total | |
| 859 | | |
| 3,840 | |
Vessel operating
expenses
Vessel
operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oils, insurance, maintenance, and repairs,
reached $9.9 million during the nine-month period ended September 30, 2024, compared to $12.8 million during the same period
last year. The breakdown of our operating expenses for the nine-month period ended September 30, 2024 and 2023 was as follows:
| |
2024 | | |
2023 | |
Crew expenses | |
| 57 | % | |
| 52 | % |
Repairs and spares | |
| 12 | % | |
| 17 | % |
Insurance | |
| 7 | % | |
| 7 | % |
Stores | |
| 13 | % | |
| 15 | % |
Lubricants | |
| 7 | % | |
| 6 | % |
Other | |
| 4 | % | |
| 3 | % |
Average daily operating
expenses during the nine-month periods ended September 30, 2024 and 2023 were $5,326 per vessel per day and $5,557 per vessel per
day respectively, corresponding to a decrease of 4%.
Depreciation
Depreciation charge
during the nine-month period ended September 30, 2024, reached $4.1 million compared to $3.7 million during the same period in 2023.
The increase is mainly attributed to the addition to the fleet of m/v GLBS Hero in January 2024 with a total cost of approximately
$37.5 million, m/v GLBS Might in August 2024 with a total cost of approximately $35.3 million and m/v GLBS Magic in September 2024
with a total cost of approximately $35.3 million. The increase is partly counterbalanced due to the decrease of the fleet of the Company
from an average of 8.4 vessels during the nine-month period ended September 30, 2023 to 6.8 vessels for the same period in 2024 and
the increase of the scrap rate in our books from $440/ton to $480/ton during the fourth quarter of 2023, due to the increased scrap rates
worldwide.
Total administrative expenses
Total administrative
expenses, including administrative expenses to related parties, increased to $6.5 million during the nine-month period ended September 30,
2024 compared to $3.2 million for the same period in 2023. The increase is mainly attributed to the $3 million bonus that was awarded
on March 13, 2024 to a consultant affiliated with our chief executive officer, half of which was payable immediately upon the delivery
of the newbuilding vessel Hull NE442 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the agreement
dated May 13, 2022) and the balance at the delivery of Hull NE443 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering
pursuant to the other agreement dated May 13, 2022), in each case assuming Athanasios Feidakis remains Chief Executive Officer at
each such relevant time.
Reversal of Impairment
On March 6, 2023,
the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1
million, before commissions, to an unaffiliated third party.
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.
On May 28, 2024,
the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2005-built Moon Globe for a gross price of $11.5
million, before commissions, to an unaffiliated third party.
Following the agreement
to sell Moon 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 $1,891.
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.
For the nine-month period ended September 30, 2024 the gain from the sale of vessels amounted to $2 thousand as a result of the sale
of Moon Globe. The vessel was delivered to her new owners in July 2024.
Interest Income
During the nine-month
period ended September 30, 2024, interest income reached approximately $2.3 million compared to $1.7 million for the same period
last year. This is mainly attributed to the increase of interest rates worldwide during 2024 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 $4.3
million during the nine-month period ended September 30, 2024, compared to $3.1 million in the same period of 2023. Interest expense
and finance costs for the nine-month periods ended September 30, 2024 and 2023, are analyzed as follows:
In $000’s | |
2024 | | |
2023 | |
Interest payable on long-term borrowings | |
| 3,889 | | |
| 2,735 | |
Bank charges | |
| 42 | | |
| 37 | |
Operating lease liability interest | |
| 29 | | |
| 23 | |
Amortization of debt discount | |
| 215 | | |
| 263 | |
Amortization of gain of Loan modification | |
| 127 | | |
| - | |
Other finance expenses | |
| 28 | | |
| 19 | |
Total | |
| 4,330 | | |
| 3,077 | |
As
at September 30, 2024, and 2023 we and our vessel-owning subsidiaries had outstanding borrowings under our Loan and Sale and Leaseback
agreements of an aggregate of $96 million and $54.2 million, respectively, gross of unamortized debt discount. The increase in interest
payable is mainly attributed to the increase of the outstanding balance under our Loan and Sale and Leaseback agreements. The weighted
average interest rate from 8.2% during the nine-month period ended September 30, 2023 to 7.9% for the same period in 2024, which
is mainly attributed to the lower margins achieved with the Company’s new loan agreement with Marguerite Maritime S.A. and
sale and leaseback agreement with SK Shipholding S.A..
Gain on derivative financial instruments
For the nine-month periods ended September 30,
2024 and 2023, the Company recognized a gain of approximately $0.2 million and $0.8 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/(loss).
Liquidity and capital resources
As at September 30, 2024, and December 31,
2023, our cash and bank balances and bank deposits (including restricted cash) were $63.6 and $77.8 million, respectively.
As
at September 30, 2024, the Company reported a working capital surplus of $52.3 million and was in compliance with the covenants
included in the CIT loan facility and the loan facility with Marguerite Maritime S.A.
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 generated from operating activities for the nine-month period ended September 30, 2024 was $10.8 million compared
to net cash used in operating activities of $5.5 million during the respective period in 2023. The increase in our cash generated from
operating activities was mainly attributed to the decrease of the Payment of deferred dry docking costs from $9.6 million during the nine-month
period ended September 30, 2023 to $0.5 million during the nine-month period under consideration.
Net
cash used in investing activities for the nine-month period ended September 30, 2024 was $64.4 million compared to net
cash generated from investing activities of $21.6 million during the respective period in 2023. The increase in our cash used in investing
activities was mainly attributed to the payment of the last instalment amounting to $18.5 million for acquisition of the newbuilding vessel
“m/v GLBS Hero” in January 2024 and the instalments for the new building vessels “GLBS Might” and “GLBS
Magic”, paid in the first nine months of 2024, amounting to approximately $24.9 and $25 million, respectively.
Respectively, 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.
Net
cash generated from financing activities during the nine-month period ended September 30, 2024 and 2023 were as follows:
| |
Nine months ended September 30, | |
In $000’s | |
2024 | | |
2023 | |
| |
| | |
| |
| |
(Unaudited) | |
Proceeds from loans and sale and leaseback agreements | |
| 51,000 | | |
| 25,000 | |
Repayment of long-term debt and sale and leaseback agreements | |
| (5,004 | ) | |
| (4,685 | ) |
Prepayment of long-term debt | |
| (2,567 | ) | |
| (10,505 | ) |
Decrease/(Increase) in restricted cash | |
| (228 | ) | |
| 1,741 | |
Repayment of lease liability | |
| (236 | ) | |
| (239 | ) |
Interest paid | |
| (3,129 | ) | |
| (1,573 | ) |
Payment of financing costs | |
| (684 | ) | |
| (406 | ) |
Net cash generated from financing activities | |
| 39,152 | | |
| 9,333 | |
As at September 30, 2024 and 2023, we and
our vessel-owning subsidiaries had outstanding borrowings under our Loan and Sale and Leaseback agreements of an aggregate of $96 and
$54.2 million, respectively, gross of unamortized debt discount.
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Interim Condensed Consolidated Statements of Comprehensive Income / (Loss) for the three and nine-month periods ended September 30, 2024 and 2023 |
F-2 |
|
|
Condensed Consolidated Statements of Financial Position as at September 30, 2024 (Unaudited) and December 31, 2023 |
F-3 |
|
|
Unaudited Interim Condensed Consolidated Statements of Changes in Equity for the nine-month periods ended September 30, 2024 and 2023 |
F-4 |
|
|
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2024 and 2023 |
F-5 |
|
|
Notes to the Unaudited Interim Condensed Consolidated Financial Statements |
F-6 to F-17 |
GLOBUS MARITIME LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME / (LOSS)
For the three and nine months ended September 30, 2024 and
2023
(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 | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
REVENUES: | |
| | |
| | |
| | |
| | |
| |
Voyage revenues | |
10 | | |
8,858 | | |
7,589 | | |
25,905 | | |
23,822 | |
Management& consulting fee income | |
| | |
92 | | |
92 | | |
274 | | |
273 | |
Total Revenues | |
| | |
8,950 | | |
7,681 | | |
26,179 | | |
24,095 | |
| |
| | |
| | |
| | |
| | |
| |
EXPENSES& OTHER OPERATING INCOME: | |
| | |
| | |
| | |
| | |
| |
Voyage expenses, net | |
| | |
(369 | ) | |
(645 | ) | |
(859 | ) | |
(3,840 | ) |
Vessel operating expenses | |
| | |
(3,565 | ) | |
(3,918 | ) | |
(9,917 | ) | |
(12,771 | ) |
Depreciation | |
5, 10 | | |
(1,465 | ) | |
(1,175 | ) | |
(4,081 | ) | |
(3,668 | ) |
Depreciation of dry-docking costs | |
5 | | |
(635 | ) | |
(1,024 | ) | |
(2,404 | ) | |
(3,298 | ) |
Administrative expenses | |
| | |
(945 | ) | |
(941 | ) | |
(2,941 | ) | |
(2,702 | ) |
Administrative expenses payable to related parties | |
4 | | |
(1,202 | ) | |
(170 | ) | |
(3,586 | ) | |
(521 | ) |
Reversal of impairment | |
5 | | |
- | | |
- | | |
1,891 | | |
4,400 | |
Gain from sale of vessel | |
5 | | |
2 | | |
3,805 | | |
2 | | |
3,876 | |
Other income/(expenses), net | |
| | |
38 | | |
(10 | ) | |
5 | | |
(16 | ) |
Operating income | |
| | |
809 | | |
3,603 | | |
4,289 | | |
5,555 | |
| |
| | |
| | |
| | |
| | |
| |
Interest income | |
| | |
839 | | |
746 | | |
2,272 | | |
1,668 | |
Interest expense and finance costs | |
| | |
(1,807 | ) | |
(1,197 | ) | |
(4,330 | ) | |
(3,077 | ) |
(Loss) / Gain on derivative financial instruments, net | |
| | |
(324 | ) | |
299 | | |
218 | | |
781 | |
Foreign exchange (losses) / gains, net | |
| | |
(67 | ) | |
18 | | |
(19 | ) | |
(33 | ) |
| |
| | |
| | |
| | |
| | |
| |
NET (LOSS) / INCOME FOR THE PERIOD | |
| | |
(550 | ) | |
3,469 | | |
2,430 | | |
4,894 | |
Other Comprehensive Income | |
| | |
- | | |
- | | |
- | | |
- | |
NET COMPREHENSIVE (LOSS) / INCOME FOR THE PERIOD | |
| | |
(550 | ) | |
3,469 | | |
2,430 | | |
4,894 | |
| |
| | |
| | |
| | |
| | |
| |
Income/(Loss) per share (U.S.$): | |
| | |
| | |
| | |
| | |
| |
- Basic and Diluted income/(loss) per share for the period | |
7 | | |
(0.03 | ) | |
0.17 | | |
0.12 | | |
0.24 | |
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, 2024 and December 31, 2023
(Expressed in thousands of U.S. Dollars, except share, per share
and warrants data)
| |
| | |
September 30, | | |
December 31, | |
ASSETS | |
Notes | | |
2024 | | |
2023 | |
| |
| | | |
| (Unaudited) | | |
| | |
NON-CURRENT ASSETS | |
| | | |
| | | |
| | |
Vessels, net | |
| 5 | | |
| 195,282 | | |
| 100,557 | |
Advances for vessel purchase | |
| 5, 10 | | |
| 15,051 | | |
| 47,246 | |
Office furniture and equipment | |
| | | |
| 104 | | |
| 85 | |
Right of use asset | |
| 10 | | |
| 934 | | |
| 182 | |
Restricted cash | |
| 3 | | |
| 2,725 | | |
| 3,530 | |
Fair value of derivative financial instruments | |
| 11 | | |
| 143 | | |
| 495 | |
Other non-current assets | |
| | | |
| 10 | | |
| 10 | |
Total non-current assets | |
| | | |
| 214,249 | | |
| 152,105 | |
CURRENT ASSETS | |
| | | |
| | | |
| | |
Current portion of fair value of derivative financial instruments | |
| 11 | | |
| 427 | | |
| 808 | |
Trade receivables, net | |
| | | |
| 406 | | |
| 1,151 | |
Inventories | |
| | | |
| 963 | | |
| 1,256 | |
Prepayments and other assets | |
| | | |
| 3,210 | | |
| 1,789 | |
Restricted cash | |
| 3 | | |
| 1,123 | | |
| 90 | |
Cash and cash equivalents | |
| 3 | | |
| 59,704 | | |
| 74,202 | |
Total current assets | |
| | | |
| 65,833 | | |
| 79,296 | |
TOTAL ASSETS | |
| | | |
| 280,082 | | |
| 231,401 | |
| |
| | | |
| | | |
| | |
EQUITY AND LIABILITIES | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
EQUITY | |
| | | |
| | | |
| | |
Issued share capital | |
| 6 | | |
| 82 | | |
| 82 | |
Share premium | |
| 6 | | |
| 284,406 | | |
| 284,406 | |
Accumulated deficit | |
| | | |
| (106,088 | ) | |
| (108,518 | ) |
Total equity | |
| | | |
| 178,400 | | |
| 175,970 | |
NON-CURRENT LIABILITIES | |
| | | |
| | | |
| | |
Long-term borrowings, net of current portion | |
| 8 | | |
| 60,860 | | |
| 45,759 | |
Financial liabilities, net of current portion | |
| 8 | | |
| 26,446 | | |
| - | |
Provision for staff retirement indemnities | |
| | | |
| 203 | | |
| 171 | |
Lease liabilities | |
| 10 | | |
| 608 | | |
| - | |
Total non-current liabilities | |
| | | |
| 88,117 | | |
| 45,930 | |
CURRENT LIABILITIES | |
| | | |
| | | |
| | |
Current portion of long-term borrowings | |
| 8 | | |
| 7,001 | | |
| 6,500 | |
Current portion of financial liabilities | |
| 8 | | |
| 963 | | |
| - | |
Trade and other accounts payable | |
| | | |
| 3,154 | | |
| 362 | |
Accrued liabilities and other payables | |
| | | |
| 1,552 | | |
| 1,763 | |
Current portion of lease liabilities | |
| 10 | | |
| 329 | | |
| 188 | |
Deferred revenue | |
| | | |
| 566 | | |
| 688 | |
Total current liabilities | |
| | | |
| 13,565 | | |
| 9,501 | |
TOTAL LIABILITIES | |
| | | |
| 101,682 | | |
| 55,431 | |
TOTAL EQUITY AND LIABILITIES | |
| | | |
| 280,082 | | |
| 231,401 | |
The accompanying condensed notes are an integral part of these unaudited
interim condensed consolidated financial statements.
GLOBUS MARITIME LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN EQUITY
For the nine-months ended September 30, 2024 and 2023
(Expressed in thousands of U.S. Dollars, except share, per share
and warrants data)
| |
Issued share | | |
Share | | |
| | |
| |
| |
Capital | | |
Premium | | |
(Accumulated Deficit) | | |
Total Equity | |
As at January 1, 2024 | |
82 | | |
284,406 | | |
(108,518 | ) | |
175,970 | |
Net income for the period | |
- | | |
- | | |
2,430 | | |
2,430 | |
Other comprehensive income | |
- | | |
- | | |
- | | |
- | |
Total comprehensive income for the period | |
- | | |
- | | |
2,430 | | |
2,430 | |
As at September 30, 2024 | |
82 | | |
284,406 | | |
(106,088 | ) | |
178,400 | |
| |
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 | |
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, 2024 and 2023
(Expressed in thousands of U.S. Dollars)
| |
|
|
|
Nine months ended September 30, | |
| |
Notes | | |
2024 | | |
2023 | |
Operating activities | |
| | |
| | |
| |
Income for the period | |
| | |
2,430 | | |
4,894 | |
Adjustments for: | |
| | |
| | |
| |
Depreciation | |
5, 10 | | |
4,081 | | |
3,668 | |
Depreciation of deferred dry-docking costs | |
5 | | |
2,404 | | |
3,298 | |
Payment of deferred dry-docking costs | |
| | |
(470 | ) | |
(9,570 | ) |
Reversal of impairment | |
5 | | |
(1,891 | ) | |
(4,400 | ) |
Provision for staff retirement indemnities | |
| | |
31 | | |
19 | |
Gain on derivative financial instruments | |
| | |
(218 | ) | |
(781 | ) |
Gain on sale of vessel | |
| | |
(2 | ) | |
(3,876 | ) |
Interest expense and finance costs | |
| | |
4,330 | | |
3,077 | |
Interest income | |
| | |
(2,272 | ) | |
(1,668 | ) |
Foreign exchange losses/(gains), net | |
| | |
12 | | |
20 | |
(Increase)/decrease in: | |
| | |
| | |
| |
Trade receivables, net | |
| | |
745 | | |
(798 | ) |
Inventories | |
| | |
293 | | |
1,722 | |
Prepayments and other assets | |
| | |
(1,420 | ) | |
549 | |
Increase/(decrease) in: | |
| | |
| | |
| |
Trade and other accounts payable | |
| | |
2,792 | | |
(1,993 | ) |
Accrued liabilities and other payables | |
| | |
29 | | |
203 | |
Deferred revenue | |
| | |
(122 | ) | |
174 | |
Net cash generated from / (used in) operating activities | |
| | |
10,752 | | |
(5,462 | ) |
Cash flows from investing activities: | |
| | |
| | |
| |
Net Proceeds from sale of vessel | |
5 | | |
11,498 | | |
35,097 | |
Vessel acquisition | |
5 | | |
(70,486 | ) | |
- | |
Advances for vessel acquisition | |
5, 10 | | |
(7,521 | ) | |
(14,987 | ) |
Improvements | |
| | |
(120 | ) | |
(127 | ) |
Purchases of office furniture and equipment | |
| | |
(45 | ) | |
(37 | ) |
Interest received | |
| | |
2,272 | | |
1,668 | |
Net cash (used in) / generated from investing activities | |
| | |
(64,402 | ) | |
21,614 | |
Cash flows from financing activities: | |
| | |
| | |
| |
Proceeds from loans | |
8 | | |
51,000 | | |
25,000 | |
Repayment of long-term debt | |
8 | | |
(5,004 | ) | |
(4,685 | ) |
Prepayment of long-term debt | |
8 | | |
(2,567 | ) | |
(10,505 | ) |
Decrease/(Increase) in restricted cash | |
3 | | |
(228 | ) | |
1,741 | |
Repayment of lease liability | |
| | |
(236 | ) | |
(239 | ) |
Payment of financing costs | |
| | |
(684 | ) | |
(406 | ) |
Interest paid | |
| | |
(3,129 | ) | |
(1,573 | ) |
Net cash generated from financing activities | |
| | |
39,152 | | |
9,333 | |
Net (decrease) / increase in cash and cash equivalents | |
| | |
(14,498 | ) | |
25,485 | |
Cash and cash equivalents at the beginning of the period | |
3 | | |
74,202 | | |
52,833 | |
Cash and cash equivalents at the end of the period | |
3 | | |
59,704 | | |
78,318 | |
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, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
| 1. | Basis of presentation and general information |
The accompanying unaudited interim condensed
consolidated financial statements include the financial statements of Globus Maritime Limited (“Globus”) and
its wholly owned subsidiaries (collectively the “Company”). Globus was formed on July 26, 2006, under the laws of Jersey.
On June 1, 2007, Globus concluded its initial public offering in the United Kingdom and its shares were admitted for trading on the
Alternative Investment Market (“AIM”). On November 24, 2010, Globus was redomiciled to the Marshall Islands and its shares
were admitted for trading in the United States (NASDAQ Global Market) under the Securities Act of 1933, as amended. On November 26,
2010, Globus shares were effectively delisted from AIM.
The address of the registered office
of Globus is: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.
The principal business of the Company
is the ownership and operation of a fleet of dry bulk motor vessels (“m/v”), providing maritime services for the transportation
of dry cargo products on a worldwide basis. The Company conducts its operations through its vessel owning subsidiaries.
The operations of the vessels are managed
by Globus Shipmanagement Corp. (the “Manager”), a wholly owned Marshall Islands corporation. The Manager has an office in
Greece, located at 128 Vouliagmenis Avenue, 166 74 Glyfada, Greece and provides the commercial, technical, cash management and accounting
services necessary for the operation of the fleet in exchange for a management fee. The management fee is eliminated on consolidation.
The unaudited interim condensed consolidated financial statements include the financial statements of Globus and its subsidiaries listed
below, all wholly owned by Globus as at September 30, 2024:
Company |
|
Country of
Incorporation |
|
Vessel Delivery
Date |
|
Vessel Name |
Globus Shipmanagement Corp. |
|
Marshall Islands |
|
- |
|
- (1) |
Devocean Maritime Ltd. |
|
Marshall Islands |
|
December 18, 2007 |
|
m/v River Globe |
Serena Maritime Limited |
|
Marshall Islands |
|
October 29, 2020 |
|
m/v Galaxy Globe |
Talisman Maritime Limited |
|
Marshall Islands |
|
July 20, 2021 |
|
m/v Power Globe |
Argo Maritime Limited |
|
Marshall Islands |
|
June 9, 2021 |
|
m/v Diamond Globe |
Salaminia Maritime Limited |
|
Marshall Islands |
|
November 29, 2021 |
|
m/v Orion Globe |
Calypso Shipholding S.A. |
|
Marshall Islands |
|
January 25, 2024 |
|
m/v GLBS Hero |
Daxos Maritime Limited |
|
Marshall Islands |
|
August 20, 2024 |
|
m/v GLBS Might (2) |
Paralus Shipholding S.A. |
|
Marshall Islands |
|
September 20, 2024 |
|
m/v GLBS Magic |
Olympia Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: S-K192 |
Thalia Shipholding S.A. |
|
Marshall Islands |
|
- |
|
Hull No: S-3012 |
Artful Shipholding S.A. |
|
Marshall Islands |
|
- |
|
- (3) |
Domina Maritime Ltd. |
|
Marshall Islands |
|
- |
|
- |
Dulac Maritime S.A. |
|
Marshall Islands |
|
- |
|
- |
Longevity Maritime Limited |
|
Malta |
|
- |
|
- |
| (2) | Subject to a sale and leaseback financing transaction as further described in Note 8. |
| (3) | m/v Moon Globe was sold and delivered to her new owners on July 8, 2024 (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, 2024,
are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2024.
The
unaudited interim condensed consolidated financial statements as at and for the nine months ended September 30, 2024, 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, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
1. Basis
of presentation and general information (continued)
The unaudited interim condensed consolidated
financial statements presented in this report do not include all the information and disclosures required in the annual financial statements
and should be read in conjunction with the consolidated financial statements as at December 31, 2023 and for the year then ended
included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 (the “2023 Annual Report”).
Unless otherwise defined herein, capitalized
words and expressions used herein shall have the same meanings ascribed to them in the 2023 Annual Report.
The unaudited interim condensed consolidated
financial statements as at September 30, 2023 and for the nine months then ended, were approved for issuance by the Board of Directors
on November 28, 2024.
Going Concern basis of accounting:
The Company performs on a regular basis
an assessment to evaluate its ability to continue as a going concern.
In assessing whether the going concern
assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited
to, twelve months from the end of the reporting period. The degree of consideration depends on the facts in each case and depends on the
Company’s profitability and ready access to financial resources, In certain cases, management may need to consider a wide range
of factors relating to current and expected profitability, debt repayment schedules, compliance with the financial and security collateral
cover ratio covenants under its existing debt agreements and potential sources of replacement financing before it can satisfy itself that
the going concern basis is appropriate. The Company may need to develop detailed cash flow projections as part of its assessment in such
cases. In developing estimates of future cash flows, the Company makes assumptions about the vessels’ future performance, with the
significant assumptions relating to time charter equivalent rates, vessels’ operating expenses, vessels’ capital expenditures,
fleet utilization, Company’s general and administrative expenses and cash flow requirements for debt servicing. The assumptions
used to develop estimates of future cash flows are based on historical trends as well as future expectations.
As at September 30, 2024, the Company
reported a total comprehensive income of $2,430 for the nine month period ended September 30, 2024, Cash and cash equivalents of
$59,704, a working capital surplus of $52.2 million (absolute amount) and was in compliance with its debt covenants.
The above conditions indicate that the
Company is expected to be able to operate as a going concern and these consolidated financial statements were prepared under this assumption.
2. Changes
in Accounting policies and Recent accounting pronouncements
The accounting policies adopted in the
preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s
annual consolidated financial statements for the year ended 31 December 2023, as included in Note 2 to the Company’s consolidated
financial statements included in the 2023 Annual Report. There have been no changes to the Company’s accounting policies and recent
accounting pronouncements in the nine-month period ended September 30, 2024 other than the IFRS amendments which have been adopted
by the Company as of 1 January 2024 and accounting policy for the Sale and leaseback transactions as indicated below:
| · | Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier
Finance Arrangements. The amendments introduce supplemental disclosure requirements for the entities’ supplier finance arrangements |
| · | IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
(Amendments). The amendments clarify the principles in IAS 1 for the classification of liabilities as either current or non-current. |
| · | IFRS 16 Leases: Lease Liability in a Sale and Leaseback (amendments). The amendments improve the
requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction in IFRS 16, while
it does not change the accounting for leases unrelated to sale and leaseback transactions |
The newly adopted amendments did not
have a material impact on the Company’s accounting policies.
Below the recent accounting pronouncements
issued, but not yet effective and not early adopted by the Company:
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
2. Changes
in Accounting policies and Recent accounting pronouncements (continued)
| · | IFRS 18 Presentation and Disclosure in Financial Statements. On April 2024, the IASB issued
the IFRS 18 - Presentation and Disclosure in Financial Statements which replaces IAS 1 - Presentation of Financial Statements. IFRS 18
introduces new requirements on presentation within the statement of profit or loss. It requires an entity to classify all income and expenses
within its statement of profit or loss into one of the five categories: operating; investing; financing; income taxes; and discontinued
operations. These categories are complemented by the requirements to present subtotals and totals for ‘operating profit or loss’,
‘profit or loss before financing and income taxes’ and ‘profit or loss’. It also requires disclosure of management-defined
performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified
‘roles’ of the primary financial statements and the notes. In addition, there are consequential amendments to other accounting
standards. IFRS 18 is effective for reporting periods beginning on or after 1 January 2027, with earlier application permitted, Retrospective
application is required in both annual and interim financial statements. |
| · | Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale or Contribution
of Assets between an Investor and its Associate or Joint Venture. In December 2015 the IASB postponed the effective date of this
amendment indefinitely pending the outcome of its research project on the equity method of accounting. |
| · | IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments).
The amendments are effective for annual reporting periods beginning on or after January 1, 2025, with earlier application permitted.
The amendments will require companies to apply a consistent approach in assessing whether a currency can be exchanged into another currency
and, when it cannot, in determining the exchange rate to use and the disclosures to provide. |
| · | IFRS 19 Subsidiaries without Public Accountability: Disclosures.
On May 2024, the IASB issued the IFRS 19 - Subsidiaries without Public Accountability: Disclosures,
and becomes effective for annual reporting periods beginning on or after January 1, 2027 |
The Company has not early adopted the
above amendments and is in process of assessing the potential impact on the financial statements.
Sale and leaseback transactions
When a vessel is sold and subsequently
leased back by the Company, pursuant to a memorandum of agreement (MoA) and a bareboat charter agreement, the Company determines when
a performance obligation is satisfied in IFRS 15, to determine whether the transfer of a vessel is accounted for as a sale. If the transfer
of a vessel satisfies the requirements of IFRS 15 to be accounted for as a sale, the Company measures the right-of- use asset arising
from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained and recognizes
only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. If the transfer of a vessel does not satisfy
the requirements of IFRS 15 to be accounted for as a sale, the Company continues to recognize the transferred vessel and recognizes a
financial liability equal to the transferred proceeds. Please refer to Note 8(c), for the description of the nature of the sale and leaseback
arrangement the Company entered into in the nine months period ended September 30, 2024.
3 Cash
and cash equivalents and Restricted cash
For the purpose of the interim condensed
consolidated statement of financial position, cash and cash equivalents comprise the following:
| |
September 30, 2024 | | |
December 31, 2023 | |
Cash on hand | |
54 | | |
11 | |
Cash at banks | |
59,650 | | |
74,191 | |
Total cash and cash equivalents | |
59,704 | | |
74,202 | |
Cash held in
banks earns interest at floating rates based on daily bank deposit rates.
The fair value
of cash and cash equivalents as at September 30, 2024 and December 31, 2023, was $59,704 and $74,202, respectively.
As
at September 30, 2024 and December 31, 2023, the Company had pledged an amount of $3,848 and $3,620, respectively, in order
to fulfil collateral requirements. The fair value of the restricted cash as at September 30, 2024 was $3,848, $2,725 included in
non-current assets and $1,123 included in current assets. The fair value of the restricted cash as at December 31, 2023 was $3,620,
$3,530 included in non-current assets and $90 included in current assets as at December 31, 2023. The cash and cash equivalents
are held with reputable bank and financial institution counterparties with high ratings.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
4 Transactions with Related Parties
On
March 13, 2024, the Company awarded a consultant affiliated with our chief executive officer a one-time bonus of $3 million half
of which is payable immediately upon the delivery of the newbuilding vessel Hull NE442 (i.e., the vessel being constructed by Nantong
Cosco Khi Ship Engineering pursuant to the agreement dated May 13, 2022) and the balance at the delivery of Hull NE443 (i.e., the
vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the other agreement dated May 13, 2022), in each case
assuming Athanasios Feidakis remains Chief Executive Officer at each such relevant time, i.e. August 20, 2024 and September 20,
2024, respectively. Following the successful delivery of the newbuilding vessel Hull NE442, named GLBS Might, the Company paid the $1.5
million bonus on August 26, 2024 to the consultant as per the aforementioned award. The remaining $1.5 million for the successful
delivery of the newbuilding vessel Hull NE443, named GLBS Magic, has been awarded but not paid yet to the consultant and as at September 30,
2024 is included in the “Trade and other accounts payable” line of the Condensed Consolidated Statement of Financial
Position.
Details and nature of the Company’s
transactions with related parties did not change in the nine-month period ended September 30, 2024 and are discussed in Note 4 of
the Company’s consolidated financial statements as at and for the year ended December 31, 2023, included in the 2023 Annual
Report. As of September 30, 2024 the balance due to Related parties was $1,812 ($184 as of December 31, 2023) and are included
in Trade and other accounts payables in the accompanying Statement of Financial Position.
In August 2024, the Company entered
into a new rental agreement with F.G. Europe (an affiliate of Globus’s chairman) for the same office space, at the rate of Euro
27,500 (absolute amount) and with a lease period ending of August 4, 2027 (see also Note 10) as the previous rental agreement with
F.G. Europe had expired. The Company does not presently own any real estate.
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, 2024 | |
181, 258 | | |
(86,232 | ) | |
16,245 | | |
(10,714 | ) | |
100,557 | |
Additions | |
107,673 | | |
- | | |
2,756 | | |
- | | |
110,429 | |
Reversal of Impairment | |
1,891 | | |
- | | |
- | | |
- | | |
1,891 | |
Depreciation & Amortization | |
- | | |
(3,822 | ) | |
- | | |
(2,404 | ) | |
(6,226 | ) |
Sale of vessel | |
(21,283 | ) | |
10,694 | | |
(5,233 | ) | |
4,453 | | |
(11,369 | ) |
Balance at September 30, 2024 | |
269,539 | | |
(79,360 | ) | |
13,768 | | |
(8,665 | ) | |
195,282 | |
For the purpose of the unaudited condensed
consolidated statement of comprehensive income/(loss), depreciation, as stated in the income statement component, comprises the following:
| |
For the Three
months ended
September 30,
2024 | | |
For the Three
months ended
September 30,
2023 | | |
For the Nine
months ended
September 30,
2024 | | |
For the Nine
months ended
September 30,
2023 | |
Vessels’ depreciation | |
1,379 | | |
1,086 | | |
3,822 | | |
3,400 | |
Depreciation on office furniture and equipment | |
10 | | |
11 | | |
27 | | |
34 | |
Depreciation of right of use asset | |
76 | | |
78 | | |
232 | | |
234 | |
Total | |
1,465 | | |
1,175 | | |
4,081 | | |
3,668 | |
On May 28, 2024, the Company, through
a wholly owned subsidiary, entered into an agreement to sell the 2005-built Moon Globe for a gross price of $11.5 million (absolute amount),
before commissions, to an unaffiliated third party.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(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 (continued)
Following
the agreement to sell Moon 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 $1,891, during the second quarter of 2024. The vessel was delivered to its new owners
on July 8, 2024.
As of September 30, 2024 the Company
assessed that no indication for impairment or reversal existed for the remaining vessels in the fleet.
Reversal
of impairment was recognized for the first nine months of 2023 amounting to $4,400 following the agreement to sell Sun Globe.
6 Share
Capital and Share Premium
The authorised share capital of Globus
consisted of the following:
| |
September 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
Authorised share capital: | |
| | |
| |
500,000,000 Common Shares of par value $0.004 each | |
2,000 | | |
2,000 | |
100,000,000 Class B common shares of par value $0.001 each | |
100 | | |
100 | |
100,000,000 Preferred shares of par value $0.001 each | |
100 | | |
100 | |
Total authorised share capital | |
2,200 | | |
2,200 | |
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, 2024 and 2023
the Company had 20,582,301 shares issued and fully paid. During the periods ended September 30, 2024 and 2023 no new shares were
issued.
As
at September 30, 2024, the Company had no Class B common shares and 10,300 Series B Preferred Shares outstanding.
Share
premium includes the contribution of Globus’ shareholders for the acquisition of the Company’s vessels. Additionally, share
premiums include 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, 2024 and December 31, 2023, Globus share premium amounted
to $284,406.
As at September 30, 2024 and December 31,
2023, the Company had issued 5,550 common shares pursuant to exercise of outstanding Class A Warrants as defined in the 2023 Annual
Report and had 388,700 Class A Warrants outstanding to purchase an aggregate of 388,700 common shares.
As
at September 30, 2024 and December 31, 2023, no PP Warrants, as defined in the 2023 Annual Report, had been exercised and the
Company had 1,291,833 PP Warrants outstanding to purchase an aggregate of 1,291,833 common shares.
As
at September 30, 2024 and December 31, 2023, no December 2020 Warrants, as defined in the 2023 Annual Report, had
been exercised and the Company had December 2020 Warrants outstanding to purchase an aggregate of 1,270,587 common shares.
As
at September 30, 2024 and December 31, 2023, no January 2021 Warrants, as defined in the 2023 Annual Report, had been exercised
and the Company had January 2021 Warrants outstanding to purchase an aggregate of 1,950,000 common shares.
As
at September 30, 2024 and December 31, 2023, no February 2021 Warrants, as defined in the 2023 Annual Report, had been
exercised and the Company had February 2021 Warrants outstanding to purchase an aggregate of 4,800,000 common shares.
As
at September 30, 2024 and December 31, 2023, no June 2021 Warrants, as defined in the 2023 Annual Report, had been exercised
and the Company had June 2021 Warrants outstanding to purchase an aggregate of 10,000,000 common shares.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
6 Share
Capital and Share Premium (continued)
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, 2024, was 19,701,120 to purchase an aggregate
of 19,701,120 common shares.
On March 13, 2024, the Board of
Directors adopted the Globus Maritime Limited 2024 Equity Incentive Plan, or the Plan. The purpose of the Plan is to provide Company’s
officers, key employees, directors, consultants and service provider, whose initiative and efforts are deemed to be important to the successful
conduct of Company’s business, with incentives to (a) enter into and remain in the service of the Company or affiliates, (b) acquire
a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance
of the Company. The number of common shares reserved for issuance under the Plan is 2,000,000 shares.
As at September 30, 2024, the Company
had no common shares awarded under the Plan.
7 Earnings/(Loss) per Share
Basic earnings / (loss) per share (“EPS”
/ “LPS”) is calculated by dividing the net income / (loss) for the period attributable to Globus common shareholders by the
weighted average number of shares issued, paid and outstanding.
Diluted earnings per share is calculated
by dividing the net income / (loss) 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/(losses) per share computation unless such inclusion would
be anti-dilutive.
As
the Company reported losses for the three-month ended September 30, 2024 the effect of any incremental shares would be antidilutive
and thus excluded from the computation of the LPS. As for the three-month ended September 30, 2023, the securities that could potentially
dilute basic EPS in the future are any incremental shares of unexercised warrants (Note 6). As the warrants were out-of-the money during
the three-month period ended September 30, 2023, 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,
2024 and 2023, the securities that could potentially dilute basic EPS in the future are any incremental shares of unexercised warrants
(Note 6). As the warrants were out-of-the money during the nine-month periods ended September 30, 2024 and 2023, these were not included
in the computation of diluted EPS, because to do so would have anti-dilutive effect.
The following reflects the net income
per common share:
| |
For the Three months ended
September 30, | | |
For the Nine months ended
September 30, | |
| |
2024 | |
2023 | | |
2024 | |
2023 | |
Income / (Loss) attributable to common equity holders | |
$ | (550 | ) |
$ | 3,469 | | |
$ | 2,430 | |
$ | 4,894 | |
Weighted average number of shares – basic and diluted | |
| 20,582,301 | |
| 20,582,301 | | |
| 20,582,301 | |
| 20,582,301 | |
Net income/(loss) per common share – basic and diluted | |
$ | (0.03 | ) |
$ | 0.17 | | |
$ | 0.12 | |
$ | 0.24 | |
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
8 Long-Term Debt, net
Long-term debt (a&b) and financial
liabilities (c) in the condensed consolidated statement of financial position is analysed as follows:
Borrower | |
Principal | | |
Deferred
finance costs | | |
Modification
of Loan | | |
Accrued
Interest | | |
Amortized
cost | |
(a) |
Devocean Maritime Ltd., Serena Maritime Limited, Salaminia Maritime Limited, Talisman Maritime Limited and Argo Maritime Limited. | |
45,528 | | |
(438 | ) | |
(230 | ) | |
500 | | |
45,360 | |
|
| |
| | |
| | |
| | |
| | |
| |
(b) |
Calypso Shipholding S.A. | |
22,705 | | |
(352 | ) | |
- | | |
148 | | |
22,501 | |
|
| |
| | |
| | |
| | |
| | |
| |
|
Total Long-term debt at September 30, 2024 | |
68,233 | | |
(790 | ) | |
(230 | ) | |
648 | | |
67,861 | |
|
Less: Current Portion | |
(6,771 | ) | |
275 | | |
143 | | |
(648 | ) | |
(7,001 | ) |
|
Long-Term Portion | |
61,462 | | |
(515 | ) | |
(87 | ) | |
- | | |
60,860 | |
|
| |
| | |
| | |
| | |
| | |
| |
(c) |
Daxos Maritime Limited | |
27,817 | | |
(304 | ) | |
- | | |
(104 | ) | |
27,409 | |
|
Total Financial liabilities at September 30, 2024 | |
27,817 | | |
(304 | ) | |
- | | |
(104 | ) | |
27,409 | |
|
Less: Current Portion | |
(1,095 | ) | |
28 | | |
- | | |
104 | | |
(963 | ) |
|
Long-Term Portion | |
26,722 | | |
(276 | ) | |
- | | |
- | | |
26,446 | |
|
| |
| | |
| | |
| | |
| | |
| |
|
| |
| | |
| | |
| | |
| | |
| |
|
Total Long-term debt at December 31, 2023 | |
52,620 | | |
(624 | ) | |
(358 | ) | |
621 | | |
52,259 | |
|
Less: Current Portion | |
(6,258 | ) | |
227 | | |
152 | | |
(621 | ) | |
(6,500 | ) |
|
Long-Term Portion | |
46,362 | | |
(397 | ) | |
(206 | ) | |
- | | |
45,759 | |
Details of the Company’s credit
facilities are discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2023,
included in the 2023 Annual Report.
In more detail:
(a) | In May 2021, Globus through its wholly owned subsidiaries, Devocean Maritime Ltd.(the “Borrower
A”), Domina Maritime Ltd. (the “Borrower B”), Dulac Maritime S.A. (the “Borrower C”), Artful Shipholding
S.A. (the “Borrower D”), Longevity Maritime Limited (the “Borrower E”) and Serena Maritime Limited (the “Borrower
F”), vessel owning companies of m/v River Globe, m/v Sky Globe, m/v Star Globe, m/v Moon Globe, m/v Sun Globe and m/v Galaxy Globe,
respectively, entered a new term loan facility for up to $34,250 with First Citizens Bank & Trust Company (formerly known as
CIT Bank N.A.) for the purpose of refinancing the existing indebtedness secured on the ships. The loan facility is in the names of Devocean
Maritime Ltd., Domina Maritime Ltd, Dulac Maritime S.A., Artful Shipholding S.A., Longevity Maritime Limited and Serena Maritime Limited
as the borrowers and is guaranteed by Globus. This loan facility is referred to as the “CIT loan facility”. The loan facility
bore interest at LIBOR plus a margin of 3.75% for interest periods of three months. |
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 two additional borrowers 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 August 2023 amendments to the CIT Loan Facility did not substantially modify CIT Loan Facility’s terms
and the Company recognised a gain on modification amounted to $417 that had adjusted the carrying value of the loan and classified under
Gain from the modification of the Loan in the consolidated statement of comprehensive income. On August 10, 2023, the Company fully
drew the top up amount of $25 million.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(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)
On
March 6, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe. On
May 10, 2023 the Company prepaid the total remaining amount of $3,674 of the loan of Longevity Maritime Limited (the owning company
of the vessel Sun Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on June 5,
2023.
On
August 11, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2009-built Sky Globe. On
August 29, 2023 the Company prepaid the total remaining amount of $3,276 of the loan of Domina Maritime Ltd (the owning company of
the vessel Sky Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on September 7,
2023.
On
August 16, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2010-built Star Globe. On
September 7, 2023 the Company prepaid the total remaining amount of $3,555 of the loan of Dulac Maritime S.A. (the owning company
of the vessel Star Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on September 13,
2023.
On
May 28, 2024, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2005-built Moon Globe. On
June 27, 2024 the Company prepaid the total remaining amount of $2,567 of the loan of Artful Shipholding S.A. (the owning company
of the vessel Moon Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on July 8,
2024.
The Company was in compliance with
the covenants of CIT loan facility as at September 30, 2024.
| (b) | On May 23, 2024, the Company reached an agreement with Marguerite Maritime S.A., a Panamanian subsidiary
of a Japanese leasing company unaffiliated with us, for a loan facility of $23 million (absolute amount) bearing interest at Term SOFR
plus a margin of 2.3% per annum. This loan agreement provides that it is to be repaid by 20 consecutive quarterly instalments of $295
each, and $17.1 million (absolute amount) to be paid together with the 20th (and last) instalment. The proceeds of this financing will
be used for general corporate purposes. As collateral for the loan, among other things, a mortgage over the m/v GLBS Hero was granted,
and a general assignment was granted over the earnings, the insurances, any requisition compensation, any charter and any charter guarantee
with respect to the m/v GLBS Hero. Globus Maritime Limited guaranteed the loan. On May 30, 2024, the Company drew down the amount
of $22.65 million (absolute amount), being the loan amount minus the upfront fee of $0.35 million (absolute amount). |
The loan agreement with Marguerite
Maritime S.A. includes a minimum required security cover, meaning that the market value of the vessel plus the net realizable value of
any additional security is below 120% of the outstanding balance of the loan.
The Company was in compliance with
the covenant of Marguerite Maritime S.A. loan facility as at September 30, 2024.
| (c) | On February 23, 2024, Globus, through its subsidiary Daxos Maritime Limited, entered into a $28 million
(absolute amount) sale and leaseback agreement with SK Shipholding S.A. ("buyer-lessor"), a subsidiary of Shinken Bussan Co., Ltd.
of Japan, with respect to the approximately 64,000 dwt bulk carrier to be named “GLBS Might,” which was delivered from the
relevant shipyard on August 20, 2024. The Company will transfer the legal ownership of the vessel to the buyer-lessor upon delivery
of the vessel from the shipyard (refer to Note 10) and agreed to charter the vessel back on a bareboat basis under daily rate plus SOFR
and margin for the period of 10 years. The Company has an obligation to purchase back the vessel at the end of the ten-year charter period.
On February 28, 2024, the Company received $2.8 million, being the 10% advance deposit of the sale price as per MOA. On August 16,
2024, the Company drew down the remaining 90% of the purchase price, being $25.2 million (absolute amount) as per the sale and leaseback
agreement. The Company assessed that the transaction does not meet the criteria to be accounted for as a sale under IFRS 15, and therefore
the outstanding amount received from the buyer has been included under Financial Liability, current and non-current, in the condensed
consolidated statement of financial position as of September 30, 2024. |
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
8 Long-Term Debt, net (continued)
The contractual annual loan principal
payments to First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) loan facility and Marguerite Maritime S.A.
loan agreement to be made subsequent to September 30, 2024, were as follows:
September 30, | | |
First Citizens Bank &
Trust Company (formerly
known as CIT Bank N.A.) | | |
Marguerite
Maritime S.A. | | |
SK Shipholding
S.A. | | |
Total | |
2025 | | |
5,591 | | |
1,180 | | |
1,095 | | |
7,866 | |
2026 | | |
20,937 | | |
1,180 | | |
1,095 | | |
23,212 | |
2027 | | |
19,000 | | |
1,180 | | |
1,107 | | |
21,287 | |
2028 | | |
- | | |
1,180 | | |
1,168 | | |
2,348 | |
2029 and thereafter | | |
- | | |
17,985 | | |
23,352 | | |
41,337 | |
Total | | |
45,528 | | |
22,705 | | |
27,817 | | |
96,050 | |
9 Contingencies
Various claims, suits and complaints,
including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise
from disputes with charterers, environmental claims, agents, and insurers and from claims with suppliers relating to the operations of
the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which are material for disclosure.
10 Commitments
Voyage revenue
The Company enters into time charter
arrangements on its vessels. These non-cancellable arrangements had remaining terms between nil days to approximately ten months as at
September 30, 2024, assuming redelivery at the earliest possible date. As at December 31, 2023, the non-cancellable arrangements
had remaining terms between nil days to eight months, assuming redelivery at the earliest possible date. Future net minimum revenues receivable
under non-cancellable operating leases as at September 30, 2024 and December 31, 2023, were as follows (vessel off-hires and
dry-docking days that could occur but are not currently known are not taken into consideration; in addition early delivery of the vessels
by the charterers is not accounted for):
| |
September 30, 2024 | | |
December 31, 2023 | |
Within one year | |
21,013 | | |
8,060 | |
Total | |
21,013 | | |
8,060 | |
These amounts include
consideration for other elements of the arrangement apart from the right to use the vessel such as maintenance and crewing and its related
costs.
For
time charters that qualify as leases, the Company is required to disclose lease and non-lease components of 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 $3,635 and $4,036 for the three-month periods
ended September 30, 2024 and 2023, respectively and $10,111 and $13,098 for the nine-month periods ended September 30, 2024
and 2023, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the non-lease
component revenue and was $5,223 and $3,553 for the three-month periods ended September 30, 2024 and 2023 and $15,794 and $10,724
for the nine-month periods ended September 30, 2024 and 2023, respectively.
Office lease
contract
As further discussed
in Note 4 the Company has recognised a right of use asset and a corresponding liability with respect to the new rental agreement of office
space for its operations within a building leased by FG Europe (an affiliate of Globus’s chairman).
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
10 Commitments
(continued)
The
depreciation charge for right-of-use assets for the three-month period ended September 30, 2024 and 2023, was approximately $76 and
$78, respectively and for the nine-month period ended September 30, 2024 and 2023, was approximately $232 and $234, respectively.
The interest expense on lease liability for the three-month period ended September 30, 2024 and 2023, was approximately $24 and $6,
respectively and for the nine-month period ended September 30, 2024 and 2023, was approximately $29 and $23, 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,
2024 and December 31, 2023, the current lease liabilities amounted to $329 and $188, respectively, and the non-current lease liabilities
amounted to $608 and nil, respectively, and are included in the accompanying condensed consolidated statements of financial position.
Commitments under shipbuilding
contracts
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 and in August 2024 the Company paid the 2nd 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, 2024, were as follows:
| | |
Olympia
Shipholding
S.A. | | |
Thalia
Shipholding
S.A. | | |
Total | |
October 1, 2024 to September 30, 2025 | | |
3,760 | | |
- | | |
3,760 | |
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 | | |
30,290 | | |
30,290 | | |
60,580 | |
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 2.22 of the 2023 Annual Report). It does not include fair value information
for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair
value, such as cash and cash equivalents, restricted cash, trade receivables and trade payables.
| |
Carrying amount | | |
Fair value | |
| |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
September 30, 2024 | |
| | |
| | |
| | |
| | |
| |
|
|
Financial assets | | |
| | |
| | |
| | |
| |
Financial assets measured at fair value | |
| | |
| | |
| | |
| | |
| |
Non-current portion of fair value of derivative financial instruments | |
143 | | |
- | | |
143 | | |
- | | |
143 | |
Current portion of fair value of derivative financial instruments | |
427 | | |
- | | |
427 | | |
- | | |
427 | |
| |
570 | | |
| | |
| | |
| | |
| |
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
11 Fair values (continued)
| |
Carrying amount | | |
Fair value | |
| |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
September 30, 2024 | |
| | |
| | |
| | |
| | |
| |
| |
Financial liabilities | | |
| | |
| | |
| | |
| |
Financial liabilities not measured at fair value | |
| | |
| | |
| | |
| | |
| |
Long-term borrowings | |
68,233 | | |
- | | |
70,061 | | |
- | | |
70,061 | |
Financial liabilities | |
27,817 | | |
- | | |
28,224 | | |
- | | |
28,224 | |
| |
96,050 | | |
| | |
| | |
| | |
| |
| |
Carrying amount | | |
Fair value | |
| |
| | |
Level 1 | | |
Level 2 | | |
Level 3 | | |
Total | |
December 31, 2023 | |
| | |
| | |
| | |
| | |
| |
| |
Financial assets | | |
| | |
| | |
| | |
| |
Financial assets measured at fair value | |
| | |
| | |
| | |
| | |
| |
Non-current portion of fair value of derivative financial instruments | |
495 | | |
- | | |
495 | | |
- | | |
495 | |
Current portion of fair value of derivative financial instruments | |
808 | | |
- | | |
808 | | |
- | | |
808 | |
| |
1,303 | | |
| | |
| | |
| | |
| |
| |
| | |
| | |
| | |
| | |
| |
| |
Financial liabilities | | |
| | |
| | |
| | |
| |
Financial liabilities not measured at fair value | |
| | |
| | |
| | |
| | |
| |
Long-term borrowings | |
52,620 | | |
- | | |
54,107 | | |
- | | |
54,107 | |
| |
52,620 | | |
| | |
| | |
| | |
| |
Measurement of fair
values
Valuation techniques and
significant unobservable inputs
The following tables show the valuation
techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.
Financial instruments measured at fair value
Type |
Valuation Techniques |
Significant unobservable inputs |
Derivative financial instruments: |
|
|
Interest Rate Swap |
Discounted cash flow |
Discount rate |
Financial instruments not measured at fair value
Asset and liabilities not measured at fair value
Type |
Valuation Techniques |
Significant unobservable inputs |
Long-term borrowings |
Discounted cash flow |
Discount rate |
Transfers between Level 1, 2 and 3
There have been no transfers
between Level 1, Level 2 and Level 3 during the period.
GLOBUS MARITIME LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS SEPTEMBER 30, 2024
(Amounts presented in thousands of U.S. Dollars - except for share,
per share and warrants data, unless otherwise stated)
12 Events after
the reporting date
Acquisition of new vessels
On October 23, 2024, the Company
entered into two memoranda of agreement with an entity controlled by the Chairman of the Board of Directors and to which the Chief Executive
Officer is also related, for the acquisition of two Kamsarmax scrubber outfitted dry bulk vessels(the “Vessels”), a 2016-built
Kamsarmax dry bulk carrier with a carrying capacity of approximately 81,119 dwt for a purchase price of $27.5 million and a 2014-built
dry bulk vessel with a carrying capacity of approximately 81,817 dwt for a purchase price of $26.5 million, both financed with available
cash. The purchase of each Vessel was approved by a committee of the Board of Directors of the Company comprised solely of independent
directors, as well as unanimously ratified by the Company’s Board of Directors.
An aggregate of $18 million of the purchase
price for the 2016-built Vessel has been paid upon its delivery (including the deposit), and the remaining balance is to be paid in one
lump sum without interest no later than one year after the date of the relevant memorandum of agreement. An aggregate of $17 million of
the purchase price for the 2014-built Vessel will be paid upon its delivery (including the deposit), and the remaining balance is to be
paid in one lump sum without interest no later than one year after the date of the relevant memorandum of agreement.
On November 19, 2024, the Company
took delivery of the m/v “GLBS Angel”, a 2016-built Kamsarmax dry bulk carrier.
Delivery of the 2014-built Kamsarmax
vessel is expected within December 2024.
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