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Published: 2021-09-27 00:00:00 ET
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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 six-month periods ended June 30, 2021 and 2020. 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 of June 30, 2021 and for the six-month periods ended June 30, 2021 and 2020, 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, 2020 filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2021 (the “2020 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 2020 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 2020 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.

 

 1 

 

 

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 of June 30, 2021:

 

Company   Country of Incorporation   Vessel Delivery Date   Vessel Owned
             
Globus Shipmanagement Corp.   Marshall Islands     Management Co.
Devocean Maritime Ltd.   Marshall Islands   December 18, 2007   m/v River Globe
Domina Maritime Ltd.   Marshall Islands   May 19, 2010   m/v Sky Globe
Dulac Maritime S.A.   Marshall Islands   May 25, 2010   m/v Star Globe
Artful Shipholding S.A.    Marshall Islands    June 22, 2011   m/v Moon Globe
Longevity Maritime Limited   Malta   September 15, 2011   m/v Sun Globe
Serena Maritime Limited   Marshall Islands   October 29, 2020   m/v Galaxy Globe
Talisman Maritime Limited(1)   Marshall Islands    
Argo Maritime Limited   Marshall Islands   June 9, 2021   m/v Diamond Globe 
Calypso Shipholding S.A.   Marshall Islands    
Daxos Maritime Limited   Marshall Islands    
Olympia Shipholding S.A.   Marshall Islands    
Paralus Shipholding S.A.   Marshall Islands    
Salaminia Maritime Limited   Marshall Islands    

 

(1) On July 20, 2021, the Company took delivery of the m/v “Power Globe”, a 2011-built Kamsarmax dry bulk carrier, through its subsidiary, Talisman Maritime Limited.

 

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. 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 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 $6,208 and $4,246 for the periods ended June 30, 2021 and 2020, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the non-lease component revenue and was $5,788 and $343 for the periods ended June 30, 2021 and 2020, respectively.

 

 2 

 

 

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 estimate the residual values of our vessels to be $300 per lightweight ton.

 

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 generally calculated based on the three-month LIBOR rate and applicable margin.

 

 

 3 

 

 

Selected Information

 

Our selected consolidated financial and other data for the six-month period ended June 30, 2021 and 2020 and as of June 30, 2021 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 of December 31, 2020, presented in the tables below have been derived from our audited financial statements and notes thereto, included in our 2020 Annual Report.

 

Consolidated Statements of Comprehensive Loss Data

(In thousands of U.S. Dollars)

  Six months ended June 30,
  2021   2020
         (unaudited)
       
Voyage revenues 11,996   4,589
Total Revenues 11,996   4,589
       
Voyage expenses (294)   (1, 975)
Vessel operating expenses (6,060)   (4,038)
Depreciation                                                                           (1,492)   (1,176)
Depreciation of dry-docking costs (1,115)   (856)
Administrative expenses (1,075)   (820)
Administrative expenses payable to related parties (309)   (184)
Share-based payments (20)   (20)
Impairment loss   (4,615)
Other income, net 123   1
Operating profit/(loss) 1,754   (9,094)
Interest income 3   12
Interest expense and finance costs (2,510)   (2,242)
Loss on derivative financial instruments (65)   (1,868)
Foreign exchange gains, net 29   (7)
Total finance costs, net (2,543)   (4,105)
Total loss and total comprehensive loss for the period (789)   (13,199)
       
   Basic & diluted loss per share for the period (1) (0.09)   (158.35)
   EBITDA (2) (unaudited) 4,325   (8,937)
   Adjusted EBITDA (2) (unaudited) 4,361   (2,447)
       

(1) Shares and per share data give effect to the 1-for-100 reverse stock split, that became effective on October 21, 2020. The weighted average number of shares for the six-month period ended June 30, 2021, was 9,001,704 compared to 83,354 shares for the six-month period ended June 30, 2020.

(2) Earnings / (losses) before interest, taxes, depreciation and amortization, or “EBITDA”, represents the sum of net income/(loss), interest and finance costs, interest income, depreciation and amortization and, if any, income taxes during a period. Adjusted EBITDA represents net earnings / (losses) before interest and finance costs net, gains or losses from the change in fair value of derivative financial instruments, foreign exchange gains or losses, income taxes, depreciation, depreciation of drydocking costs, amortization of fair value of time charter attached to vessels, impairment 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;

 4 

 

» 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 loss to EBITDA and Adjusted EBITDA Reconciliation

 

    Period Ended June 30,
    (Expressed in Thousands of U.S. Dollars)
   

2021

(Unaudited)

 

2020

(Unaudited)

Total comprehensive loss for the period $ (789) $ (13,199)
Interest and finance costs, net   2,507   2,230
Depreciation   1,492          1,176
Depreciation of drydocking costs   1,115   856
EBITDA (unaudited) $ 4,325 $ (8,937)
Loss on derivative financial instruments   65   1,868
Foreign exchange gains, net   (29)   7
Impairment loss     4,615
Adjusted EBITDA (unaudited) $ 4,361 $ (2,447)

 

 

Balance Sheets Data

(In thousands of U.S. Dollars)

  As of June 30,   As of December 31,
  2021   2020
              (Unaudited)  
Consolidated condensed statement of financial position:      
Vessels, net 88,152   62,350
Advances for vessel acquisition 1,631  
Other non-current assets (including non-current restricted cash) 4,075   1,810
Total non-current assets 93,858   64,160
Cash and bank balances and bank deposits (including current restricted cash) 75,045   19,853
Other current assets 1,749   2,428
Total current assets 76,794   22,281
Total assets                                      170,652   86,441
Total equity 130,654   42,094
Total debt net of unamortized debt discount 33,727   36,552
Other liabilities 6,271   7,795
Total liabilities 39,998   44,347
Total equity and liabilities 170,652   86,441

 

 

Statements of Cash Flows Data

(In thousands of U.S. Dollars)

  Six months ended June 30,
  2021   2020
            (Unaudited)
Statement of cash flow data:  
Net cash generated from / (used in) operating activities 2,082   (3,969)
Net cash (used in) / generated from investing activities  (28,725)             12
Net cash generated from financing activities 82,376   19,818

 

 5 

 

Operational data

(In U.S. Dollars)

  Six months ended June 30,
  2021   2020
            (Unaudited)
Ownership days (1) 1,108 910
Available days (2) 1,078 867
Operating days (3) 1,042 856
Fleet utilization (4) 96.7% 98.8%
Average number of vessels (5) 6.1 5.0
Daily time charter equivalent (TCE) rate (6) $10,859 $3,016
Daily operating expenses (7) $5,471 $4,437

 

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 voyage expenses during a period divided by the number of our available days during the period which is consistent with industry standards. TCE is a measure not in accordance with GAAP.
(7)We calculate daily vessel operating expenses by dividing vessel operating expenses by ownership days for the relevant time period.

 

 

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

 

  Six months ended June 30,
  2021   2020
            (Unaudited)
       
Voyage revenues 11,996   4,589
Less: Voyage expenses 294   1,975
Net revenues 11,702   2,614
Available days 1,078   867
Daily TCE rate (1) 10,859   3,016

 

 

(1) Subject to rounding.

 

 

 6 

 

 

Recent Developments

 

 

Issuance of additional Series B preferred shares

 

On March 2, 2021, we issued an additional 10,000 of our Series B Preferred Shares to Goldenmare Limited in return for $130,000. The $130,000 was paid by reducing, on a dollar-for-dollar basis, the amount payable as compensation by the Company to Goldenmare Limited pursuant to a consultancy agreement.

 

The issuance of the Series B preferred shares to Goldenmare Limited was approved by an independent committee of the Board of Directors of the Company, which received a fairness opinion from an independent financial advisor.

 

Each Series B preferred share entitles the holder thereof to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company, provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to Series B preferred shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B preferred shares, common shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Company. To the fullest extent permitted by law, the holders of Series B preferred shares shall have no special voting or consent rights and shall vote together as one class with the holders of the common shares on all matters put before the shareholders. The Series B preferred shares are not convertible into common shares or any other security. They are not redeemable and have no dividend rights. Upon any liquidation, dissolution or winding up of the Company, the Series B preferred shares are entitled to receive a payment with priority over the common shareholders equal to the par value of $0.001 per share. The Series B preferred shareholder has no other rights to distributions upon any liquidation, dissolution or winding up of the Company. All issued and outstanding Series B preferred shares must be held of record by one holder, and the Series B preferred shares shall not be transferred without the prior approval of our Board of Directors. Finally, in the event the Company (i) declares any dividend on its common shares, payable in common shares, (ii) subdivides the outstanding common shares or (iii) combines the outstanding common shares into a smaller number of shares, there shall be a proportional adjustment to the number of outstanding Series B preferred shares.

 

As of June 30, 2021, Goldenmare Limited owned 10,300 of the Company’s Series B preferred shares.

 

 

Public Offerings

 

On January 13, 2021, the remaining pre-funded warrants from the December 2020 Pre-Funded Warrants were exercised and 130,000 common shares, par value $0.004 per share were issued.

 

On January 27, 2021, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue (a) 2,155,000 common shares, par value $0.004 per share, (b) pre-funded warrants to purchase 445,000 common shares, par value $0.004 per share and (c) warrants (the “January 2021 Warrants”) to purchase 1,950,000 common shares, par value $0.004 per share, at an exercise price of $6.25 per share. Total proceeds, net of commission retained by the placement agent, amounted to $15,108,050 before issuance expenses of approximately $122,000. The pre-funded warrants were all exercised subsequently and the total proceeds amounted to $4,450. No January 2021 Warrants have been exercised as of the date hereof.

 

The January 2021 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. If the Company does not issue the shares in a timely fashion, the warrant contains certain liquidated damages provisions.

 

On February 12, 2021, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue (a) 3,850,000 common shares par value $0.004 per share, (b) pre-funded warrants to purchase 950,000 common shares, par value $0.004 par value, and (c) warrants (the “February 2021 Warrants”) to purchase 4,800,000 common shares, par value $0.004 per share, at an exercise price of $6.25 per share. Total proceeds, net of commission retained by the placement agent, amounted to $27,890,500 before issuance expenses of approximately $150,000. The pre-funded warrants were all exercised subsequently and the total proceeds amounted to $9,500. No February 2021 Warrants have been exercised as of the date hereof.

 

The February 2021 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. If the Company does not issue the shares in a timely fashion, the warrant contains certain liquidated damages provisions.

 

 7 

 

 

On June 25, 2021, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue (a) 8,900,000 common shares par value $0.004 per share, (b) pre-funded warrants to purchase 1,100,000 common shares, par value $0.004 par value, and (c) warrants (the “June 2021 Warrants”) to purchase 10,000,000 common shares, par value $0.004 per share, at an exercise price of $5.00 per share. Total proceeds, net of commission retained by the placement agent, amounted to $46,580,875 before issuance expenses of approximately $129,000. As of June 30, 2021, 550,000 pre-funded warrants were exercised and the total proceeds amounted to $5. The remaining 550,000 pre-funded warrants were exercised subsequently and the total proceeds amounted to $5,500. No June 2021 Warrants have been exercised as of the date hereof.

 

The June 2021 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. If the Company does not issue the shares in a timely fashion, the warrant contains certain liquidated damages provisions.

 

 

Acquisition of new vessel

 

On June 9, 2021, the Company took delivery of the m/v “Diamond Globe”, a 2018-built Kamsarmax dry bulk carrier, through its subsidiary, Argo Maritime Limited, for a purchase price of $27 million financed with available cash. The m/v “Diamond Globe” was built at Jiangsu New Yangzi Shipbuilding Co., Ltd and has a carrying capacity of 82,027 dwt.

 

On July 20, 2021, the Company took delivery of the m/v “Power Globe”, a 2011-built Kamsarmax dry bulk carrier, through its subsidiary, Talisman Maritime Limited, for a purchase price of $16.2 million financed with available cash. The m/v “Power Globe” was built at Universal Shipbuilding Corporation in Japan and has a carrying capacity of 80,655 dwt.

 

On September 22, 2021, the Company entered into a memorandum of agreement with an unrelated third party, for the acquisition of the m/v “Peak Liberty”, a 2015-built Kamsarmax dry bulk carrier, for a purchase price of $28.4 million. The m/v “Peak Liberty” was built at Tsuneishi Zosen in Japan and has a carrying capacity of 81,837 dwt. The agreement is subject to customary closing conditions.

 

Debt financing

 

In March 2021, the Company prepaid $6.0 million of the Entrust loan facility, which represented all amounts that would otherwise come due during calendar year 2021. As a result, after this pre-payment we had an aggregate debt outstanding of $31 million, gross of unamortized debt costs, from the Entrust Loan Facility.

 

On May 10, 2021, the Company reached an agreement with CiT Bank N.A. for a loan facility of $34.25 million bearing interest at LIBOR plus a margin of 3.75% per annum. This loan facility is referred to as the CiT loan facility. The proceeds of this financing were used to repay the outstanding balance of the EnTrust Loan Facility.

 

 

LIBOR will be replaced as the reference rate under debt obligations

 

On July 27, 2017, the UK Financial Conduct Authority announced that it would phase-out LIBOR by the end of 2021. As a result, lenders have insisted on provisions that entitle the lenders, in their discretion, to replace published LIBOR as the basis for the interest calculation with their cost-of-funds rate. Certain of the Company’s existing financing arrangements, provide for the use of replacement rates if LIBOR is discontinued. The Company is in the process of evaluating the impact of LIBOR discontinuation. While it cannot predict the effect of the potential changes to LIBOR or the establishment and use of alternative rates or benchmarks, the interest payable on debt could be subject to volatility and the lending costs could increase, which would have an adverse effect on the Company’s profitability, earnings and cash flow.

 

The CiT loan facility includes three options in case there is no Screen Rate available for LIBOR for the Interest Period of the CiT loan facility or any part of the CiT loan facility:

 

1.the applicable LIBOR shall be the Interpolated Screen Rate for a period equal in length to the Interest Period of the CiT loan facility or that part of the CiT loan facility.
2.If no Screen Rate is available for LIBOR for:

(i)       dollars; or

(ii)       the Interest Period of the CiT loan facility or any part of the CiT loan facility and it is not possible to calculate the Interpolated Screen Rate, the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the CiT loan facility or that part of the CiT loan facility.

3.If no Reference Bank Rate is available for dollars or the relevant Interest Period there shall be no LIBOR for the CiT loan facility or that part of the CiT loan facility (as applicable) then “Cost of funds” (as described in clause 10.4 of the CiT loan facility) shall apply to the CiT loan facility or that part of the CiT loan facility for that Interest Period.

 

 8 

 

 

Results of Operations

 

Impact of COVID-19 on the Company’s Business

 

The spread of the COVID-19 virus, which has been declared a pandemic by the World Health Organization in 2020 had caused substantial disruptions in the global economy and the shipping industry, as well as significant volatility in the financial markets, the severity and duration of which remains uncertain.

 

The measures taken by governments worldwide in response to the outbreak, which included numerous factory closures, self-quarantining, and restrictions on travel, as well as potential labour shortages resulting from the outbreak, had slowed down production of goods worldwide and decreased the amount of goods exported and imported worldwide. Some experts fear that the economic consequences of the coronavirus could cause a recession that outlives the pandemic.

 

Besides reducing demand for cargo, coronavirus may functionally limit the amount of cargo that the Company and its competitors are able to move because countries worldwide have imposed quarantine checks on arriving vessels, which have caused delays in loading and delivery of cargoes. It is possible that charterers may try to invoke force majeure clauses as a result. 

 

Crewing and Crew management operations.

 

Due to COVID-19 there are restrictions on travelling in many jurisdictions. We may face problems in the embarkation and disembarkation of our crew members. Many airports around the world as well as many countries impose heavy travel restrictions such as quarantine periods for incoming and outgoing travelers. We continue to monitor the situation with respect and utmost care for our seafarers, always communicating with the relevant authorities in order to assist them as much as we can in these unprecedented times.

 

Disruption in operations in case crew members get infected.

 

In case one of our crew members is found to be infected by COVID-19 this may lead to delays in cargo operations. It may also lead to a detention and quarantine of the ship for an unspecified amount of time. Relevant authorities may require us to perform disinfection and fumigation operations if a crew member gets infected by COVID-19. Crew members may be quarantined if a member is found to be infected. The above may lead to increased costs and lower utilization of our fleet.

 

Dry docking and Repairs.

 

Repair yards and dry docks in the far east, usually selected for the scheduled maintenance of our vessels, may be affected by the closures and travel restrictions in their countries. Shipyard staff and third-party experts as well as spare parts may be harder to procure and provide making the maintenance process potentially lengthier, costlier, or unfeasible. Spare parts and supplies may be harder to produce and deliver to a shipyard where they would be utilized for a scheduled maintenance. In addition to the above, and always relating to COVID-19 travel restrictions, it will be difficult for our in-house technical teams to travel to the shipyards in order to monitor the maintenance process, so the maintenance may have to be postponed or third party monitoring technical crews will be hired. Finally, classification society surveyor attendance may be restricted thus not only affecting the time spent within a repair facility but also causing scheduled survey work to be postponed as far as this is permissible.

 

Effect on the following technical department activities yet not limited to:

 

1.Logistics and supply of spares and expert services may incur increased costs and disruption in planned maintenance and consequently lead to increased failures / incidents.
2.Office personnel attendance is disrupted or impossible, which can have as a result inadequate supervision and lead to increased incidents in third party inspection and reduced maintenance quality.
3.Long term planned maintenance (dry docking) unsupervised by Company personnel, that can result to lower quality and increased costs.
4.Delays in class surveys, which can lead to postponements.

 

The above ultimately are translated to possible increased costs and reduced maintenance quality which in the long-term shall spiral to cost increases again as the aftermath shall have to be dealt with. However, there are presently insufficient statistics to reach to prediction model as regards to the actual increase in costs due to the above disruptions.

The Company has evaluated the impact of current economic situation on the recoverability of the carrying amount of its vessels. During the first quarter of 2020, the Company concluded that events and circumstances triggered the existence of potential impairment of its vessels. These indicators included volatility in the charter market as well as the potential impact the current marketplace may have on the future operations. As a result, the Company performed an impairment assessment of the Company’s vessels by comparing the discounted projected net operating cash flows for each vessel to its carrying value. For the first quarter of 2020, the Company concluded that the recoverable amounts of the vessels were lower than their respective carrying amounts and an impairment loss of $4.6 million was recorded (see also Note 5). For the first half of 2021 the Company re-evaluated the carrying amount of its vessels and concluded that no further impairment of its vessels should be recorded or previously recognized impairment should be reversed.

 

 

 9 

 

 

First half of the year 2021 compared to the first half of the year 2020.

Total comprehensive loss for the six-month period ended June 2021 amounted to $0.8 million or $0.09 basic and diluted loss per share based on 9,001,704 weighted average number of shares, compared to total comprehensive loss of $13.2 million for the same period last year or $158.35 basic and diluted loss per share based on 83,354 weighted average number of shares.

The following table corresponds to the breakdown of the factors that led to the decrease in total comprehensive loss during the six-month period ended June 30, 2021 compared to the six-month period ended June 30, 2020 (expressed in $000’s):

1st half of 2021 vs 1st half of 2020

Net loss and total comprehensive loss for 1st half of 2020 (13,199)
Increase in voyage revenues 7,407
Decrease in Voyage expenses 1,681
Increase in Vessels operating expenses (2,022)
Increase in Depreciation (316)
Increase in Depreciation of dry-docking costs (259)
Increase in Total administrative expenses (380)
Decrease in Impairment loss 4,615
Increase in Other income, net 122
Decrease in Interest income (9)
Increase in Interest expense and finance costs (268)
Decrease in Loss on derivative financial instruments 1,803
Decrease in Foreign exchange loss 36
Net loss and total comprehensive loss for 1st half of 2021 (789)

 

Voyage revenues

During the six-month period ended June 30, 2021 and 2020, our Voyage revenues reached $12 million and $4.6 million respectively. The 161% increase in Voyage revenues was mainly attributed to the increase in the average time charter rates achieved by our vessels during the six-month period ended June 30, 2021, compared to the same period in 2020. Furthermore, the Company operated a fleet of average 6.1 vessels during the 1st half of 2021 compared to 5 vessels for the same period in 2020. Daily Time Charter Equivalent rate (TCE) for the six-month period of 2021 was $10,859 per vessel per day against $3,016 per vessel per day during the same period in 2020 corresponding to an increase of 260%, which is attributed to the better conditions throughout the bulk market for the first half of 2021 compared with the low rates in the first half of 2020, which was mainly attributed to the outbreak of COVID-19 pandemic.

 

Voyage expenses

Voyage expenses reached $0.3 million during the six-month period ended June 30, 2021, compared to $2 million during the same period last year. Voyage expenses include commissions on revenues, port and other voyage expenses and bunker expenses. Bunker expenses mainly refer to the cost of bunkers consumed during periods that our vessels are travelling seeking employment. Voyage expenses for the six-month period ended June 30, 2021 and 2020, are analyzed as follows:

 

In $000’s    2021    2020
Commissions   185   61
Bunkers expenses     1,825
Other voyage expenses   109   89
Total   294   1,975

 

 

This decrease is mainly attributed to the decreased ballasting days of the fleet during the six-month period ended June 30, 2021, compared to the same period in 2020.

 

Vessel operating expenses

Vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oils, insurance, maintenance, and repairs, reached $6.1 million during the six-month period ended June 30, 2021, compared to $4 million during the same period last year. This is partly attributed to the fact that the average number of vessels of the fleet of the Company has increased to 6.1 vessels during the first half of 2021 compared to 5 vessels for the same period in 2020. The breakdown of our operating expenses for the six-month period ended June 30, 2021 and 2020 was as follows:

 

   2021    2020
Crew expenses 54%   56%
Repairs and spares 22%   18%
Insurance 7%   8%
Stores 11%   10%
Lubricants 3%   5%
Other 3%   3%

 

 10 

 

 

Average daily operating expenses during the six-month periods ended June 30, 2021 and 2020, were $5,471 per vessel per day and $4,437 per vessel per day respectively, corresponding to an increase of 23%. The increased daily operating expenses during the first half of 2021 is mainly attributed to crew matters such as more frequent repatriations, rotations that come with increased travelling, testing and quarantine compliance costs, that could not be performed during the same period in 2020 as most countries were on lockdown due to COVID-19. Furthermore, during the period under consideration the Company had increased expenses for repairs and maintenance, compared to the six-month period ended June 30, 2020

 

Depreciation

Depreciation charge during the six-month period ended June 30, 2021, reached $1.5 million compared to $1.2 million during the same period in 2020. This is mainly attributed to the increase of the fleet from 5 vessels during the six-month period ended June 30, 2020 to 6.1 vessels for the same period in 2021. Nonetheless, this increase has been counterbalanced due to the impairment loss of $4.6 million, recognized in the 1st quarter of 2020, which reduced the carrying amount of the fleet.

 

Total administrative expenses

Total administrative expenses increased to $1.4 million during the six-month period ended June 30, 2021, compared to $1 million in 2020. The increase is partly attributed to new personnel hirings, as a result of the fleet expansion from 5 vessels as of June 30, 2020, to 7 vessels as of June 30, 2021. As of July 20, 2021, the Company also took delivery of its 8th vessel, the m/v “Power Globe”.

 

Impairment loss

During the 1st half of 2020, the Company concluded that the recoverable amounts of its vessels were lower than their respective carrying amounts and recognized an impairment loss of $4.6 million. No impairment was recorded during the 1st half of 2021.

 

Interest expense and finance costs

Interest expense and finance costs reached $2.5 million during the six-month period ended June 30, 2021, compared to $2.2 million in 2020. Interest expense and finance costs for the six-month periods ended June 30, 2021 and 2020, are analyzed as follows:

 

In $000’s  2021    2020
Interest payable on long-term borrowings 1,303   2,061
Bank charges 42   12
Operating lease liability interest 19   23
Amortization of debt discount 471   141
Other finance expenses 643   5
Accrued loss on Interest rate Swap 32  
Total 2,510   2,242

 

As of June 30, 2021, and 2020, we and our vessel-owning subsidiaries had outstanding borrowings under our Loan agreements of an aggregate of $34.25 and $37.8 million, respectively, gross of unamortized debt discount. The decrease in interest payable is partly attributed to the decreased outstanding balance of the Company’s Loan facilities and partly attributed to the decrease of the weighted interest rate from 10.1% during the six-month period ended June 30, 2020 to 7.6% for the same period in 2021, which is mainly attributed to the refinance of the EnTrust loan facility with CiT loan facility on May 2021. The EnTrust loan facility had a margin of 8.50% (plus Libor) whereas the CiT loan facility has a margin of 3.75% (plus Libor). Other finance expenses for the first half 2021 include approximately $0.6 million that were the loan prepayment fee and expenses relating to the prepayment of EnTrust loan facility

 

Loss on derivative financial instruments

For the period ended June 30, 2020, the loss on the derivative financial instruments is mainly attributed to the valuation of the “Convertible Note”(as defined in note 11 of the Company’s 2020 Annual Report). Further to the conversion clause included into the Convertible Note for the period ended June 30, 2020 a total amount of approximately $1.2 million, principal and accrued interest, was converted to share capital with the conversion price of $100 per share and a total number of 11,677 new shares issued in name of the holder of the Convertible Note. These conversions resulted to a loss of approximately $0.3 million recognized in the consolidated statement of comprehensive loss. Furthermore, with the repayment of the Convertible Note on June 25, 2020, we recognized a loss of $1.3 million in the consolidated statement of comprehensive loss.

Following the new loan facility with CiT Bank N.A. the Company entered into an Interest Rate Swap agreement on May 10, 2021 and recognized a loss of $162 thousand in the consolidated statement of comprehensive loss. As of June 30, 2021, the Company recognized a gain of approximately $97 thousand according to the Interest Rate Swap valuation and is included in the consolidated statement of comprehensive loss.

 

 11 

 

 

Liquidity and capital resources

 

As of June 30, 2021, and December 31, 2020, our cash and bank balances and bank deposits (including restricted cash) were $78.5 million and $21.1 million, respectively.

 

As of June 30, 2021, the Company reported a working capital surplus of $66 million and was in compliance with the covenants included in the loan agreement with CiT Bank N.A. During the first half of 2021, the Company raised approximately $89.2 million, net of issuance commissions, through the issuance of equity securities. As of June 30, 2021, the Company had an available undrawn amount of $14.2 million under the facility with Firment. The Company’s cash flow projections indicated that cash on hand and cash to be generated from operating activities will be sufficient to cover the liquidity needs, including the outflows for new vessel acquisitions and debt obligations that become due in the twelve-month period ending following the issuance of these unaudited interim condensed consolidated financial statements.

 

Net cash generated from operating activities for the six-month period ended June 30, 2021 was $2.1 million compared to net cash used in operating activities of $4 million during the respective period in 2020. The increase in our cash generated from operating activities was mainly attributed to the increase in our Voyage revenues from $4.6 million during the six-month period ended June 30, 2020 to $12 million during the six-month period under consideration.

 

Net cash used in investing activities for the six-month period ended June 30, 2021 was $28.7 million compared to net cash generated from investing activities of $12 thousand during the respective period in 2020. The increase in our cash used in investing activities was mainly attributed to the purchase of m/v “Diamond Globe”, amounting to $27 million and the advance for the acquisition of m/v “Power Globe”, amounting to $1.6 million during the six-month period ended June 30, 2021. 

 

Net cash generated from financing activities during the six-month period ended June 30, 2021 and net cash used in financing activities during the six-month period ended June 30, 2020 were as follows:

            Six months ended June 30,
In $000’s   2021   2020
                 (Unaudited)
Proceeds from issuance of share capital   89,580   24,207
Proceeds from exercise of warrants   20   194
Transaction costs on issue of new common shares   (401)   (532)
Proceeds from loans   34,250  
Repayment of long-term debt   (1,493)  
Prepayment of long-term debt   (35,507)   (2,240)
Increase in restricted cash   (1,675)   (83)
Repayment of lease liability   (80)  
Interest paid   (1,773)   (1,728)
Payment of financing costs   (545)  
Net cash generated from financing activities   82,376   19,818

 

As of June 30, 2021 and 2020, we and our vessel-owning subsidiaries had outstanding borrowings under our Loan agreements of an aggregate of $34.25 and $37.8 million, respectively, gross of unamortized debt discount.

 

 

 

 12 

 

 

 

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

  

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the six-month periods ended June 30, 2021 and 2020 F-2
   
Condensed Consolidated Statements of Financial Position as of June 30, 2021 (Unaudited) and December 31, 2020 F-3
   
Unaudited Interim Condensed Consolidated Statements of Changes in Equity for the six-month periods ended June 30, 2021 and 2020 F-4
   
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2021 and 2020 F-5
   
Notes to the Unaudited Interim Condensed Consolidated Financial Statements F-6 to F-17

 

 

 

 F-1 

GLOBUS MARITIME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

For the six-months ended June 30, 2021 and 2020

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

 

             
       

 

Six months ended June 30,

    Notes   2021   2020
REVENUES:            
Voyage revenues   11    11,996   4,589
Total Revenues       11,996   4,589
             
EXPENSES & OTHER OPERATING INCOME:            
Voyage expenses       (294)   (1,975)
Vessel operating expenses       (6,060)   (4,038)
Depreciation   5, 11   (1,492)   (1,176)
Depreciation of dry-docking costs   5   (1,115)   (856)
Administrative expenses       (1,075)   (820)
Administrative expenses payable to related parties       (309)   (184)
Share-based payments   9   (20)   (20)
Impairment loss   5     (4,615)
Other income, net       123   1
Operating profit/(loss)       1,754   (9,094)
             
Interest income       3   12
Interest expense and finance costs       (2,510)   (2,242)
Loss on derivative financial instruments       (65)   (1,868)
Foreign exchange gains/(losses), net       29   (7)
             
TOTAL LOSS FOR THE PERIOD       (789)   (13,199)
Other Comprehensive Income        
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD       (789)   (13,199)
             
             
Loss per share (U.S.$):            
 - Basic and Diluted loss per share for the period   7   (0.09)   (158.35)

  

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

 

 F-2 

GLOBUS MARITIME LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

As of June 30, 2021 and December 31, 2020

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

 

             
        June 30,   December 31,
ASSETS   Notes   2021   2020
        (Unaudited)    
NON-CURRENT ASSETS            
Vessels, net   5   88,152   62,350
Advances for vessels acquisition   5   1,631  
Office furniture and equipment       95   100
Right of use asset   11   393   450
Restricted cash   3   3,466   1,250
Fair value of derivative financial instruments    12   111  
Other non-current assets       10   10
Total non-current assets       93,858   64,160
CURRENT ASSETS            
Trade receivables, net       11   153
Inventories       468   1,248
Prepayments and other assets       934   1,027
Insurance claims       336  
Restricted cash   3   275   816
Cash and cash equivalents   3   74,770   19,037
Total current assets       76,794   22,281
TOTAL ASSETS       170,652   86,441
             
EQUITY AND LIABILITIES            
             
EQUITY            
Issued share capital   6   80   12
Share premium   6   284,383   195,102
Accumulated deficit       (153,809)   (153,020)
Total equity       130,654   42,094
NON-CURRENT LIABILITIES
Long-term borrowings, net of current portion   8   28,872   30,887
Provision for staff retirement indemnities       21   31
Lease liabilities   11   309   367
Total non-current liabilities       29,202   31,285
CURRENT LIABILITIES
Current portion of long-term borrowings   8   4,855   5,665
Trade accounts payable       1,923   4,758
Accrued liabilities and other payables       2,970   2,159
Current portion of lease liabilities   11   161   195
Current portion of fair value of derivative financial instruments   12   176  
Deferred revenue       711   285
Total current liabilities       10,796   13,062
TOTAL LIABILITIES       39,998   44,347
TOTAL EQUITY AND LIABILITIES       170,652   86,441

 

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

  

 F-3 

GLOBUS MARITIME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the six-months ended June 30, 2021 and 2020

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

 

         
  Issued share* Capital   Share Premium   (Accumulated Deficit)   Total Equity
As at January 1, 2021 12   195,102   (153,020)   42,094
Total comprehensive loss for the period     (789)   (789)
Issuance of new common shares (Note 6) 60   89,520     89,580
Issuance of new common shares due to exercise of Warrants (Note 6) 8   12     20
Issuance of Class B preferred shares (Note 6)   130     130
Transaction costs on issue of new common shares   (401)     (401)
Share-based payments (Note 9)   20     20
As at June 30, 2021 80   284,383   (153,809)   130,654

 

         
Issued share* Capital   Share Premium   (Accumulated Deficit)   Total Equity
As at January 1, 2020 145,527   (135,648)   9,879
Total comprehensive loss for the period     (13,199)   (13,199)
Issuance of common shares due to conversion   815     815
Issuance of new common shares 4   24,203     24,207
Issuance of new common shares due to exercise of Warrants   194     194
Issuance of Class B preferred shares   150     150
Transaction costs on issue of new common shares   (532)     (532)
Share-based payments (Note 9)   10     10
As at June 30, 2020 4   170,367   (148,847)   21,524

 

* All amounts reflect the reverse stock split effected on October 21, 2020.

 

 

 

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

 

 F-4 

GLOBUS MARITIME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the six-months ended June 30, 2021 and 2020

(Expressed in thousands of U.S. Dollars)

             
    Six months ended June 30,
    Notes   2021   2020
Operating activities            
Loss for the period       (789)   (13,199)
Adjustments for:            
Depreciation   5,11   1,492   1,176
Depreciation of deferred dry-docking costs   5   1,115   856
Payment of deferred dry-docking costs       (2,225)   (493)
Provision for staff retirement indemnities       (10)   3
Impairment loss   5     4,615
Loss on derivative financial instruments       65   1,868
Interest expense and finance costs       2,510   2,242
Interest income       (3)   (12)
Foreign exchange gains, net       (53)   4
Share based payment   9   20   20
(Increase)/decrease in:            
Trade receivables, net       142   (394)
Inventories       780   1,079
Prepayments and other assets       93   (320)
Insurance claims       (336)  
Increase/(decrease) in:            
Trade accounts payable       (1,372)   (720)
Accrued liabilities and other payables       227   (694)
Deferred revenue       426  
Net cash generated from / (used in) operating activities       2,082   (3,969)
Cash flows from investing activities:            
Vessel acquisition       (27,000)  
Improvements       (83)  
Advance for vessel acquisition       (1,631)  
Purchases of office furniture and equipment       (14)  
Interest received       3   12
Net cash (used in) / generated from investing activities       (28,725)   12
Cash flows from financing activities:            
Proceeds from loans       34,250  
Repayment of long-term debt       (1,493)  
Prepayment of long-term debt       (35,507)   (2,240)
Proceeds from issuance of share capital       89,580   24,207
Proceeds from exercise of Warrants       20   194
Transaction costs on issue of new common shares       (401)   (532)
Increase in restricted cash   3   (1,675)   (83)
Repayment of lease liability       (80)  
Payment of financing costs       (545)  
Interest paid       (1,773)   (1,728)
Net cash generated from financing activities       82,376   19,818
Net increase in cash and cash equivalents       55,733   15,861
Cash and cash equivalents at the beginning of the period   3   19,037   2,366
Cash and cash equivalents at the end of the period   3   74,770   18,227

 

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

 

 F-5 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

(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 consolidated financial statements include the financial statements of Globus and its subsidiaries listed below, all wholly owned by Globus as of June 30, 2021:

 

             
Company   Country of Incorporation   Vessel Delivery Date   Vessel Owned
             
Globus Shipmanagement Corp.   Marshall Islands     Management Co.
Devocean Maritime Ltd.   Marshall Islands   December 18, 2007   m/v River Globe
Domina Maritime Ltd.   Marshall Islands   May 19, 2010   m/v Sky Globe
Dulac Maritime S.A.   Marshall Islands   May 25, 2010   m/v Star Globe
Artful Shipholding S.A.    Marshall Islands    June 22, 2011   m/v Moon Globe
Longevity Maritime Limited   Malta   September 15, 2011   m/v Sun Globe
Serena Maritime Limited   Marshall Islands   October 29, 2020   m/v Galaxy Globe
Talisman Maritime Limited(1)   Marshall Islands    
Argo Maritime Limited   Marshall Islands   June 9, 2021   m/v Diamond Globe
Calypso Shipholding S.A.   Marshall Islands    
Daxos Maritime Limited   Marshall Islands    
Olympia Shipholding S.A.   Marshall Islands    
Paralus Shipholding S.A.   Marshall Islands    
Salaminia Maritime Limited   Marshall Islands    

 

(1) On July 20, 2021, the Company took delivery of the m/v “Power Globe”, a 2011-built Kamsarmax dry bulk carrier, through its subsidiary, Talisman Maritime Limited.

 

  

These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of the management, reflect all normal recurring adjustments considered necessary for a fair presentation of the Company’s comprehensive loss, financial position and cash flows for the periods presented. Operating results for the six-month period ended June 30, 2021, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2021.

 

The unaudited interim condensed consolidated financial statements as of and for the six months ended June 30, 2021, have been prepared in accordance with IAS 34 Interim Financial Reporting.

 

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 of December 31, 2020 and for the year then ended included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2020 (the “2020 Annual Report”).

 

 F-6 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

(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)

 

Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2020 Annual Report.

 

The unaudited interim condensed consolidated financial statements as of June 30, 2021 and for the six months then ended, were approved for issuance by the Board of Directors on September 22, 2021. 

 

Going Concern basis of accounting:

 

As of December 31, 2020, the Company reported a working capital surplus of $9.2 million and was in compliance with its debt covenants.

 

Subsequently, on January 29, 2021, February 17, 2021 and June 25, 2021, the Company completed additional follow-on equity offerings that provided the Company with further liquidity (refer to Note 6).

 

 As of June 30, 2021, the Company reported a working capital surplus of $66 million and was in compliance with the applicable covenants included in the loan agreement with CiT Bank N.A. The Company’s cash flow projections indicated that cash on hand and cash to be generated from operating activities will be sufficient to cover the liquidity needs, including the outflows for new vessel acquisitions and the debt obligations that become due in the twelve-month period ending following the issuance of these unaudited interim condensed consolidated financial statements.

 

Impact of COVID-19 on the Company’s Business

 

The spread of the COVID-19 virus, which has been declared a pandemic by the World Health Organization in 2020 has caused substantial disruptions in the global economy and the shipping industry, as well as significant volatility in the financial markets, the severity and duration of which remains uncertain.

 

The impact of the COVID-19 pandemic continues to unfold and may continue to have a negative effect on the Company’s business, financial performance and the results of its operations. As a result, many of the Company’s estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change in future periods. Besides reducing demand for cargo, coronavirus may functionally limit the amount of cargo that the Company and its competitors are able to move because countries worldwide have imposed quarantine checks on arriving vessels, which have caused delays in loading and delivery of cargoes.

 

The Company has evaluated the impact of the current economic situation on the recoverability of the carrying amount of its vessels. During the first quarter of 2020, the Company concluded that events and circumstances triggered the existence of potential impairment of its vessels. These indicators included volatility in the charter market as well as the potential impact the then current marketplace could have on the future operations. As a result, the Company performed an impairment assessment of the Company’s vessels by comparing the discounted projected net operating cash flows for each vessel to its carrying values. For the first half of 2020, the Company concluded that the recoverable amounts of the vessels were lower than their respective carrying amounts and an impairment loss of approximately $4.6 million was recorded (Note 5). As of June 30, 2021, no indicators of impairment or reversal of previously recognized impairment have been identified and the Company concluded that no further impairment of its vessels should be recorded or previously recognized impairment should be reversed.

 

 F-7 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

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

 

2.       Significant Accounting Policies and recent accounting pronouncements

 

A summary of the Company’s significant accounting policies and recent accounting pronouncements is included in Note 2 to the Company’s consolidated financial statements included in the 2020 Annual Report. The accounting policies adopted are consistent with those of the previous financial year except for the following accounting policies and amended IFRSs which have been adopted by the Company as of January 1, 2021:

 

Interest Rate Benchmark Reform

·Interest Rate Benchmark Reform – Phase 2 – IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (Amendments)
 In August 2020, the IASB published Interest Rate Benchmark Reform – Phase 2, Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, completing its work in response to IBOR reform. The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). In particular, the amendments provide for a practical expedient when accounting for changes in the basis for determining the contractual cash flows of financial assets and liabilities, to require the effective interest rate to be adjusted, equivalent to a movement in a market rate of interest. Also, the amendments introduce reliefs from discontinuing hedge relationships including a temporary relief from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component. There are also amendments to IFRS 7 Financial Instruments: Disclosures to enable users of financial statements to understand the effect of interest rate benchmark reform on an entity’s financial instruments and risk management strategy. While application is retrospective, an entity is not required to restate prior periods. Management has assessed that these amendments had no impact on the Company’s financial position or performance.

 

Advances for vessels acquisition: Advances to sellers of second-hand vessels to be acquired are classified as “Advances for vessels acquisition” until the date of delivery and acceptance of the vessel, at which date they are reclassified to “Vessels, net”.

 

Interest Rate Swap: 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, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. The valuation technique used for the Interest Rate Swaps is the discounted cash flow (see also note 12). 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 statement of financial position. In the event that the respective asset or liability is expected to be materialized within the next twelve months, 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 “Loss on derivative financial instruments” in the statement of comprehensive loss. Realized gains or losses resulting from interest rate swaps are recognized in profit or loss under “Loss on derivative financial instruments” in the statement of comprehensive loss.

 

 

Standards issued but not yet effective and not early adopted:

 

 

·IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (Amendments):
 The Amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. The amendments provide guidance on the application of materiality judgements to accounting policy disclosures. In particular, the amendments to IAS 1 replace the requirement to disclose “significant” accounting policies with a requirement to disclose “material” accounting policies. Also, guidance and illustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making judgements about accounting policy disclosures. Management is in process of assessing these amendments for possible impact on the Company’s disclosures.

  

·IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments):
 The amendments become effective for annual reporting periods beginning on or after January 1, 2023 with earlier application permitted and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. The amendments introduce a new definition of accounting estimates, defined as monetary amounts in financial statements that are subject to measurement uncertainty. Also, the amendments clarify what changes in accounting estimates are and how these differ from changes in accounting policies and corrections of errors. Management is in process of assessing these amendments for possible impact on the Company’s financial position or performance.

 

 

 F-8 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

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

 

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:

         
    June 30, 2021   December 31, 2020
Cash on hand   36   13
Cash at banks   74,734   19,024
Total   74,770   19,037

  

Cash held in banks earns interest at floating rates based on daily bank deposit rates. Bank deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company and earn interest at the respective bank deposit rates.

 

As at June 30, 2021, in order to fulfil the collateral requirements contained in the loan agreement (Note 8), the Company has pledged an aggregate amount of $3,741 ($2,066 as at December 31, 2020). This amount is presented in the accompanying condensed consolidated statement of financial position at June 30, 2021, under restricted cash current $275 ($816 as at December 31, 2020) and restricted cash non-current $3,466 ($1,250 as at December 31, 2020).

 

 

4.       Transactions with Related Parties

 

Details of the Company’s transactions with related parties did not change in the six-month period ended June 30, 2021 and are discussed in Note 4 to the Company’s consolidated financial statements as of and for the year ended December 31, 2020, included in the 2020 Annual Report except for the transactions described below.

 

On March 2, 2021, the Company entered into a stock purchase agreement and issued 10,000 Series B Preferred Shares, par value $0.001 per share, to Goldenmare Limited, a company controlled by the Company’s Chief Executive Officer, Athanasios Feidakis, in return for $130, which amount was settled by reducing, on a dollar-for-dollar basis, the amount payable as executive compensation by the Company to Goldenmare Limited pursuant to a consultancy agreement. The issuance of the Series B preferred shares to Goldenmare Limited was approved by an independent committee of the Company’s Board of Directors.

 

As of June 30, 2021, Goldenmare Limited owns 10,300 of the Company’s Series B preferred shares. Each Series B preferred share has 25,000 votes, provided that no holder of Series B preferred shares may exercise voting rights pursuant to Series B preferred shares that would result in the aggregate voting power of the beneficial owner of any such holder of Series B preferred shares, together with its affiliates, exceeding 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders. Except as otherwise provided by applicable law, holders of the Company’s Series B preferred shares and the Company’s common shares vote together as a single class on all matters submitted to a vote of shareholders, including the election of directors. Athanasios Feidakis has substantial control and influence over the Company’s management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, through his ability to direct the vote of such Series B preferred shares.

 

 

5.       Vessels, net

  

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

 

    Vessels cost   Vessels depreciation   Dry docking costs   Depreciation of dry-docking costs   Net Book Value
Balance at January 1, 2021   162,992   (104,111)   11,883   (8,414)   62,350
Additions   26,431     1,904     28,335
Depreciation & Amortization     (1,418)     (1,115)   (2,533)
Balance at June 30, 2021   189,423   (105,529)   13,787   (9,529)   88,152

 

 

On February 18, 2021, the Company entered into a memorandum of agreement with an unrelated third party, for the acquisition of the m/v “Nord Venus”, a 2011-built Kamsarmax dry bulk carrier, for a purchase price of $16.5 million, if delivered up to May 31, 2021 or $16.2 million if delivered between June 1, 2021 and August 15, 2021. The m/v “Nord Venus” was built at the Universal Shipbuilding Corporation in Japan and has a carrying capacity of 80,655 dwt. The agreement was subject to customary closing conditions. As at June 30, 2021 the Company proceeded to the payment of an amount of $1,620 representing 10% of the acquisition price, as per the terms of the relevant agreement. The amount is included in Advances for vessels acquisition in the accompanying condensed consolidated statements of financial position. On July 20, 2021, the Company took delivery of the m/v “Nord Venus” that was renamed to “Power Globe” (see also Note 13).

 

 F-9 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

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

 

5.       Vessels, net (continued)

 

On March 19, 2021, the Company entered into a memorandum of agreement with an unrelated third party, for the acquisition of the m/v “Yangze 11”, a 2018-built Kamsarmax dry bulk carrier, for a purchase price of $27 million, the vessel cost amounted to $26.4 million, and the imputed dry-docking cost amounted to $0.6 million. The m/v “Yangze 11” was built at Jiangsu New Yangzi Shipbuilding Co., Ltd and has a carrying capacity of 82,027 dwt. On June 9, 2021, the Company took delivery of the m/v “Yangze 11” that was renamed to “Diamond Globe”.

 

No impairment was recognized for the first half of 2021($4,615 for the first half of 2020).

 

 

6.       Share Capital and Share Premium

 

The authorised share capital of Globus consisted of the following:

    June 30,   December 31,
    2021   2020
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.

 

Common Shares issued and fully paid   Number of shares   Issued Share Capital
As of January 1, 2021   3,040,123   12
Issued during the period for share based compensation (Note 9)   4,012  
Issuance of new common stocks   14,905,000 60
Issuance of common stock due to exercise of pre-funded warrants   2,075,000 8
As of June 30, 2021   20,024,135   80

 

Common Shares issued and fully paid   Number of shares   Issued Share Capital
As of January 1, 2020   52,235
Issued during the period for share based compensation (Note 9)   217  
Issuance of common stocks due conversion of loan (Note 8)   11,678  
Issuance of new common stocks   852,750   4
Issuance of common stock due to exercise of pre-funded warrants   5,550  
As of June 30, 2020   922,430   4

 

 

On March 2, 2021, the Company entered into a stock purchase agreement and issued 10,000 Series B Preferred Shares, par value $0.001 per share, to Goldenmare Limited, a company controlled by the Company’s Chief Executive Officer, Athanasios Feidakis, in return for $130, which amount was settled by reducing, on a dollar-for-dollar basis, the amount payable as executive compensation by the Company to Goldenmare Limited pursuant to a consultancy agreement.

 

The issuance of the Series B preferred shares to Goldenmare Limited were approved by an independent committee of the Company’s Board of Directors.

 

As of June 30, 2021, the Company had no Class B common shares and 10,300 Series B Preferred Shares outstanding.

  

 F-10 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

(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)

 

Share premium includes the contribution of Globus’ shareholders for the acquisition of the Company’s vessels. Additionally, share premium includes the effects of the acquisition of non-controlling interest, the effects of the Globus initial and follow-on public offerings and the effects of the share-based payments described in Note 9. At June 30, 2021 and December 31, 2020, Globus share premium amounted to $284,383 and $195,102, respectively.

 

On January 13, 2021, the remaining pre-funded warrants from the December 2020 Pre-Funded Warrants were exercised and 130,000 common shares, par value $0.004 per share were issued.

  

On January 27, 2021, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue (a) 2,155,000 common shares, par value $0.004 per share, (b) pre-funded warrants to purchase 445,000 common shares, par value $0.004 per share and (c) warrants (the “January 2021 Warrants”) to purchase 1,950,000 common shares, par value $0.004 per share, at an exercise price of $6.25 per share. Total proceeds, net of commission retained by the placement agent, amounted to $15,108, before issuance expenses of $120. All 445,000 pre-funded warrants were exercised subsequently with total proceeds of $5. No January 2021 Warrants have been exercised as of September 27, 2021.

 

The January 2021 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. If the Company does not issue the shares in a timely fashion, the warrant contains certain liquidated damages provisions.

 

On February 12, 2021, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue (a) 3,850,000 common shares par value $0.004 per share, (b) pre-funded warrants to purchase 950,000 common shares, par value $0.004 par value, and (c) warrants (the “February 2021 Warrants”) to purchase 4,800,000 common shares, par value $0.004 per share, at an exercise price of $6.25 per share. Total proceeds, net of commission retained by the placement agent, amounted, to $27,891, before issuance expenses of $152. All 950,000 pre-funded warrants were exercised subsequently with total proceeds of $10. No February 2021 Warrants have been exercised as of September 27, 2021.

 

The February 2021 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. If the Company does not issue the shares in a timely fashion, the warrant contains certain liquidated damages provisions.

 

On June 25, 2021, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue (a) 8,900,000 common shares par value $0.004 per share, (b) pre-funded warrants to purchase 1,100,000 common shares, par value $0.004 par value, and (c) warrants (the “June 2021 Warrants”) to purchase 10,000,000 common shares, par value $0.004 per share, at an exercise price of $5.00 per share. Total proceeds, net of commission retained by the placement agent, amounted to $46,581, before issuance expenses of approximately $129. As of June 30, 2021 550,000 pre-funded warrants were exercised and the total proceeds amounted to $5. The remaining 550,000 pre-funded warrants were exercised subsequently. No June 2021 Warrants have been exercised as of September 27, 2021.

 

The June 2021 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants will be exercisable, at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. If the Company does not issue the shares in a timely fashion, the warrant contains certain liquidated damages provisions.

 

As of June 30, 2021, the Company had issued 5,550 common shares pursuant to exercise of outstanding Class A Warrants as defined in the 2020 Annual Report and had 388,700 Class A Warrants outstanding to purchase an aggregate of 388,700 common shares.

 

 F-11 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

(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)

  

As of June 30, 2021, no PP Warrants as defined in the 2020 Annual Report had been exercised and the Company had 1,291,833 PP Warrants outstanding to purchase an aggregate of 1,291,833 common.

 

The Company’s warrants are classified in equity, following the Company’s assessment that warrants meet the equity classification criteria as per IAS 32.

 

 

7.       Loss per Share

 

Basic earnings/(loss) per share (“EPS”/‘‘LPS’’) is calculated by dividing the net profit/(loss) for the period attributable to Globus shareholders by the weighted average number of shares issued, paid and outstanding.

 

Diluted earnings/(loss) per share is calculated by dividing the net profit/(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 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/(loss) per share computation unless such inclusion would be anti-dilutive. As the Company reported losses for the periods ended June 30, 2021 and 2020, the effect of any incremental shares would be anti-diluted and thus excluded from the computation of the LPS

 

The following reflects the loss and share data used in the basic and diluted loss per share computations:

 

         
    For the six-month period ended June 30,
    2021   2020
Loss attributable to common equity holders   (789)   (13,199)
Weighted average number of shares for basic and diluted LPS   9,001,704   83,354

  

 

8.       Long-Term Debt, net

 

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

 

 

Borrower

  Loan Balance   Unamortized Debt Discount   Total Borrowings
(a) Devocean Maritime LTD., Domina Maritime LTD., Dulac Maritime S.A., Artful Shipholding S.A., Longevity Maritime Limited & Serena Maritime Limited   34,250   (523)   33,727
               
  Total at June 30, 2021   34,250   (523)   33,727
  Less: Current Portion   (5,000)   145   (4,855)
  Long-Term Portion   29,250   (378)   28,872
               
  Total at December 31, 2020   37,000   (448)   36,552
  Less: Current Portion   (5,970)   305   (5,665)
  Long-Term Portion   31,030   (143)   30,887

 

 

Details of the Company’s credit facilities and debt securities are discussed in Note 11 of the Company’s consolidated financial statements for the year ended December 31, 2020, included in the 2020 Annual Report.

 

As of June 30, 2021, the Company was in compliance with the loan covenants of the agreement with the lenders.

  

 F-12 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

(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)

 

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 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. The loan facility bears interest at LIBOR plus a margin of 3.75% for interest periods of three months. The Company also entered into a swap agreement with respect to LIBOR. This loan facility is referred to as the CiT loan facility.

 

On May 10, 2021, the Company drew down $34,250 and fully prepaid the balance of the EnTrust loan facility. The CiT loan facility consists of six tranches, one for each vessel.

 

Among the other financial covenants in CiT loan facility it is included the following covenant:

 

At all times the Parent Guarantor (i.e., Globus) shall maintain, on a consolidated basis, cash in an amount of not less than $150 for each group vessel (other than the Borrowers), to be legally and beneficially owned by the owner of that vessel, such cash to be free of any restriction or withdrawal or transfer and unencumbered by any security.

 

The Company was in compliance with the covenants of CiT loan facility as of June 30, 2021.

  

(b)In June 2019, 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”) and Longevity Maritime Limited (the “Borrower E”), vessel owning companies of m/v River Globe, m/v Sky Globe, m/v Star Globe, m/v Moon Globe and m/v Sun Globe, respectively, entered a new term loan facility for up to $37,000 with EnTrust Global’s Blue Ocean Fund for the purpose of refinancing the existing indebtedness secured on the ships and for general corporate purposes. The loan facility was in the names of Devocean Maritime Ltd., Domina Maritime Ltd, Dulac Maritime S.A., Artful Shipholding S.A. and Longevity Maritime Limited as the borrowers and was guaranteed by Globus. The loan facility bore interest at LIBOR plus a margin of 8.50% (or 10.5% default interest) for interest periods of three months. This loan facility is referred to as the EnTrust loan facility.

 

In March 2021, the Company prepaid $6.0 million of the Entrust loan facility, which represented all amounts that would otherwise come due during calendar year 2021 and on May 10, 2021, the Company fully prepaid the balance of the EnTrust Loan facility.

 

(c)On July 27, 2020, the Company repaid the total outstanding principal and interest of the Firment Shipping Credit Facility amounting to $863.

 

As of June 30, 2021, and 2020, there was an amount of $14,200 available to be drawn under the Firment Shipping Credit Facility, as amended and restated on May 8, 2020. The Amended and Restated Agreement converted the then existing Revolving Credit Facility to a Term Credit Facility and extended the maturity date to October 31, 2021.

 

The Firment Shipping Credit Facility requires that Athanasios Feidakis remains Chief Executive Officer and that Firment Shipping maintains at least a 40% shareholding in Globus, other than due to actions taken by Firment Shipping, such as sales of shares. In connection with the registered direct offering on January 29, 2021, February 12, 2021 and June 25, 2021 (collectively, the “Filings”), the Company obtained waivers from Firment Shipping Inc. The waivers consented to the Company making the Filings and waived the requirement to maintain at least a 40% shareholding in Globus as a result of the issuance of common shares and warrants.

 

As of June 30, 2021, and December 31, 2020, the Company is in compliance with the loan covenants of the Firment Shipping Credit Facility.

 

(d)On March 13, 2019, the Company signed a securities purchase agreement with a private investor and on the same date issued, for gross proceeds of $5 million, a senior convertible note (the “Convertible Note”) that was convertible into shares of the Company’s common stock, par value $0.004 per share. If not converted or redeemed beforehand pursuant to the terms of the Convertible Note, the Convertible Note matured upon the anniversary of its issue. The Convertible Note was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

 

 

 F-13 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

(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 Convertible Note provided for interest to accrue at 10% annually, which interest would be paid on the first anniversary of the Convertible Note’s issuance unless the Convertible Note was converted or redeemed pursuant to its terms beforehand. The interest could be paid in common shares of the Company, if certain conditions described within the Convertible Note were met. With respect to the Convertible Note, the Company also signed a registration rights agreement with the private investor pursuant to which it agreed to register for resale the shares that could be issued pursuant to the Convertible Note. The registration rights agreement contained liquidated damages if the Company was unable to register for resale the shares into which the Convertible Note could be converted and maintain such registration.

 

As per the conversion clause included in the Convertible Note, the Company had recognized this agreement as a hybrid agreement which included an embedded derivative. This embedded derivative was separated to the derivative component and the non-derivative host. The derivative component was shown separately from the non-derivative host in the consolidated statement of financial position at fair value. The changes in the fair value of the derivative financial instrument were recognized in the consolidated statement of comprehensive loss. The initial amount drawn with respect to the Convertible Note was $5,000. The non-derivative host and the derivative component that was initially recognized amounted to $1,783 and $3,217, respectively.

 

On June 25, 2020, the Company repaid the total outstanding principal and interest of the Convertible Note amounting to $2,528. The Company recognized a loss on this derivative financial instrument amounting to $1,343, which was classified under “gain/(loss) on derivative financial instruments” in the income statement component of the consolidated statement of comprehensive loss.

 

The contractual annual loan principal payments to CiT Bank N.A. loan facility to be made subsequent to June 30, 2021, were as follows:

June 30,   CiT Bank N.A.
2022   5,000
2023   5,000
2024   5,000
2025   5,000
2026   14,250
Total   34,250

  

 

 

9.       Share Based Payment

 

Share based payment comprise the following:

 

Period from January 1 to June 30, 2021   Number of common shares   Number of preferred shares   Issued share Capital   Share premium
                 
Non-executive directors payment   4,012       20
Total at June 30, 2021   4,012       20

 

Period from January 1 to June 30, 2020   Number of common shares   Number of preferred shares   Issued share Capital   Share premium
                 
Non-executive directors payment   217       10*
Total at June 30, 2020   217       10*

 

*The second quarter of 2020 share based payment was effected on July 9, 2020. A total of 130 shares were issued for the amount of $10.

 

 

 

10.       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.

 

 F-14 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

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

 

11.       Commitments

 

The Company enters into time charter arrangements on its vessels. These non-cancellable arrangements had remaining terms between forty days to approximately three months as of June 30, 2021, assuming redelivery at the earliest possible date. As of December 31, 2020, the non-cancellable arrangements had remaining terms between nine days to eight months, assuming redelivery at the earliest possible date. Future net minimum lease revenues receivable under non-cancellable operating leases as of June 30, 2021 and December 31, 2020, 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):

 

  June 30, 2021   December 31, 2020
Within one year 8,323   3,078
Total 8,323   3,078

 

 

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 $6,208 and $4,246 for the periods ended June 30, 2021 and 2020, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the non-lease component revenue and was $5,788 and $343 for the periods ended June 30, 2021 and 2020, respectively.

 

As further discussed in note 4 of the 2020 Annual Report, on January 1, 2019, following the adoption of IFRS 16, the Company recognised a right of use asset and a corresponding liability of approximately $674 with respect to the rental agreement. The depreciation charge for right-of-use assets for the period ended June 30, 2021 and 2020, was approximately $56 for both periods and the interest expense on lease liability for the period ended June 30, 2021 and 2020, was approximately $20 and $23, respectively, and recognised in the income statement component of the consolidated statement of comprehensive loss under depreciation and interest expense and finance costs, respectively.

 

At June 30, 2021 and December 31, 2020, the current lease liabilities amounted to $161 and $195, respectively, and the non-current lease liabilities amounted to $309 and $367, respectively, and are included in the accompanying consolidated statements of financial position.

 

The Company assumed a commitment amounting to $28.4 million, which is the purchase price of m/v “Peak Liberty”, following the memorandum of agreement entered on September 22, 2021 for the acquisition of the vessel (see also Note 13).

  

 F-15 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

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

 

12.       Fair values

 

Carrying amounts and fair values

 

The following table shows the carrying amounts and fair values of assets and liabilities measured at fair value, including their levels in the fair value hierarchy (as defined in note 2.28 of the 2020 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, trade payables and claims receivables.

 

Fair value
June 30, 2021   Carrying amount   Level 1   Level 2   Level 3   Total
    Other financial assets                
Financial assets measured at fair value                    
Derivative financial instruments   111     111     111
    111                
                     
  Other financial liabilities                 
Financial liabilities measured at fair value                    
Derivative financial instruments   176    —   176      176 
    176                
Financial liabilities not measured at fair value                    
Long-term borrowings   34,250     34,430     34,430
    34,250                

  

    Fair value
December 31, 2020   Carrying amount   Level 1   Level 2   Level 3   Total
    Other financial liabilities                
Financial liabilities not measured at fair value                    
Long-term borrowings   37,000     37,961     37,961
    37,000                

 

 F-16 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021

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

12.          Fair values (continued)

  

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.

 

 

13.           Events after the reporting date

 

Consultancy Agreement

On July 15, 2021, Globus Maritime Limited entered into a consultancy agreement with Eolos Shipmanagement S.A., a related party, for the purpose of providing consultancy services to Eolos Shipmanagement S.A. For these services the Company receives a daily fee of $1. The total income from these fees will be classified in the income statement component of the consolidated statement of comprehensive loss under management & consulting fee income.

 

Rental Agreement

On August 5, 2021, the Company entered into a new rental agreement for 902 square metres of office space for its operations within a building owned by Cyberonica S.A. (an affiliate of Globus’s chairman) at a monthly rate of Euro 26,000 (absolute amount) with a lease period ending August 4, 2024. The Company does not presently own any real estate.

 

 

Acquisition of new vessels

 

On July 20, 2021, the Company took delivery of the m/v “Power Globe”, a 2011-built Kamsarmax dry bulk carrier, through its subsidiary, Talisman Maritime Limited, for a purchase price of $16.2 million financed with available cash. The m/v “Power Globe” was built at Universal Shipbuilding Corporation in Japan and has a carrying capacity of 80,655 dwt.

 

On September 22, 2021, the Company entered into a memorandum of agreement with an unrelated third party, for the acquisition of the m/v “Peak Liberty”, a 2015-built Kamsarmax dry bulk carrier, for a purchase price of $28.4 million. The m/v “Peak Liberty” was built at Tsuneishi Zosen in Japan and has a carrying capacity of 81,837 dwt. The agreement is subject to customary closing conditions. Delivery of the vessel is expected during the 4th quarter of 2021.

 

 

 F-17