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Published: 2022-06-07 16:02:07 ET
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EX-99.2 3 tm2217770d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

 

 

GLOBUS MARITIME LIMITED

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF 

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following is a discussion of our financial condition and results of operations for the three-month periods ended March 31, 2022 and 2021. Unless otherwise specified herein, references to the “Company”, “we” or “our” shall include Globus Maritime Limited (NASDAQ: GLBS) and its subsidiaries. You should read the following discussion and analysis together with our unaudited interim condensed consolidated financial statements as at March 31, 2022 and for the three-month periods ended March 31, 2022 and 2021, 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, 2021 filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2022 (the “Annual Report”).

 

Forward-Looking Statements

 

Our disclosure and analysis herein pertain to our operations, cash flows and financial position, including, in particular, the likelihood of our success in developing and expanding our business and making acquisitions, includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “may,” “should” and similar expressions are forward-looking statements. All statements herein that are not statements of either historical or current facts are forward-looking statements. Forward-looking statements include, but are not limited to, such matters as our future operating or financial results, global and regional economic and political conditions, including piracy, pending vessel acquisitions, our business strategy and expected capital spending or operating expenses, including dry-docking and insurance costs, competition in the dry bulk industry, statements about shipping market trends, including charter rates and factors affecting supply and demand, our financial condition and liquidity, including our ability to obtain financing in the future to fund capital expenditures, acquisitions and other general corporate activities, our ability to enter into fixed-rate charters after our current charters expire and our ability to earn income in the spot market and our expectations of the availability of vessels to purchase, the time it may take to construct new vessels, and vessels’ useful lives. Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully under “Item 3. Key Information – D. Risk Factors” of the Annual Report. Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements.

 

Factors that might cause future results to differ include, but are not limited to, the following:

 

  changes in governmental rules and regulations or actions taken by regulatory authorities;
     
  changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to perform under existing time charters;
     
  the length and number of off-hire periods and dependence on third-party managers; and
     
  other factors discussed under “Item 3. Key Information – D. Risk Factors” of the Annual Report.

 

You should not place undue reliance on forward-looking statements contained herein because they are statements about events that are not certain to occur as described or at all. All forward-looking statements herein are qualified in their entirety by the cautionary statements contained herein. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements. Except to the extent required by applicable law or regulation, we undertake no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

 

 

 

Overview

 

The address of the registered office of Globus Maritime Limited (“Globus”) is: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

 

The principal business of the Company is the ownership and operation of a fleet of dry bulk motor vessels (“m/v”), providing maritime services for the transportation of dry cargo products on a worldwide basis. The Company conducts its operations through its vessel owning subsidiaries.

 

The operations of the vessels are managed by Globus Shipmanagement Corp. (the “Manager”), a wholly owned Marshall Islands corporation. The Manager has an office in Greece, located at 128 Vouliagmenis Avenue, 166 74 Glyfada, Greece and provides the commercial, technical, cash management and accounting services necessary for the operation of the fleet in exchange for a management fee. The management fee is eliminated on consolidation. The unaudited interim condensed consolidated financial statements, prepared under IFRS, include the financial statements of Globus and its subsidiaries listed below, all wholly owned by Globus as at March 31, 2022:

 

 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   Marshall Islands  July 20, 2021  m/v Power Globe
          
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  November 29, 2021  m/v Orion Globe

 

Results of Operations

 

Our revenues consist of earnings under the charters on which we employ our vessels. We believe that the important measures for analysing trends in the results of our operations consist of the following:

 

Revenues

 

The Company generates its revenues from charterers from the charter hire of its vessels. Vessels are chartered using time charters, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate. If a time charter agreement exists and collection of the related revenue is reasonably assured, revenue is recognised on a straight - line basis over the period of the time charter. Such revenues are treated in accordance with IFRS 16 as lease income. 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 $4,445 and $3,141 for the periods ended March 31, 2022 and 2021, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the non-lease component revenue and was $13,906 and $2,026 for the periods ended March 31, 2022 and 2021, respectively.

 

 

 

 

The Company enters into consultancy agreements with other companies for the purpose of providing consultancy services. For these services the Company receives a fee. The total income from these fees is classified in the income statement component of the condensed consolidated statement of comprehensive income/(loss) under management & consulting fee income.

 

Time Charters

 

A time charter is a contract for the use of a vessel for a specific period of time during which the charterer pays substantially all of the voyage expenses, including port and canal charges and the cost of bunkers (fuel oil), but the vessel owner pays vessel operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores and tonnage taxes. Time charter rates are usually set at fixed rates during the term of the charter. Prevailing time charter rates fluctuate on a seasonal and on a year-to-year basis and, as a result, when employment is being sought for a vessel with an expiring or terminated time charter, the prevailing time charter rates achievable in the time charter market may be substantially higher or lower than the expiring or terminated time charter rate. Fluctuation in time charter rates are influenced by changes in spot charter rates, which are in turn influenced by a number of factors, including vessel supply and demand. The main factors that could increase total vessel operating expenses are crew salaries, insurance premiums, spare parts, repairs that are not covered under insurance policies and lubricant prices.

 

Voyage Expenses

 

Voyage expenses primarily consist of port, canal and bunker expenses that are unique to a particular charter under time charter arrangements are paid by the charterers or by the Company under voyage charter arrangements. Furthermore, voyage expenses include brokerage commission on revenue paid by the Company.

 

Gain on sale of bunkers, net

 

In addition to voyage expenses, the Company may also record a gain from bunkers which results mainly from the difference in the value of bunkers paid by the Company when the vessel is redelivered to the Company from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold by the Company when the vessel is delivered to a new charterer.

 

Vessel Operating Expenses

 

Vessel operating expenses primarily consist of crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, tonnage taxes and other miscellaneous expenses necessary for the operation of the vessel and borne by the owner. All vessel operating expenses are expensed as incurred.

 

General and Administrative Expenses

 

The primary components of general and administrative expenses consist of the services of our senior executive officers, and the expenses associated with being a public company. Such public company expenses include the costs of preparing public reporting documents, legal and accounting costs and costs related to compliance with the rules, regulations and requirements of the SEC, the rules of NASDAQ, board of directors’ compensation and investor relations.

 

Depreciation

 

We depreciate the cost of our vessels after deducting the estimated residual value, on a straight-line basis over the expected useful life of each vessel, which is estimated to be 25 years from the date of initial delivery from the shipyard. We estimate the residual values of our vessels to be $380 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.

 

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, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The valuation technique used for the Interest Rate Swaps is the discounted cash flow. The Company has not designated these interest rate swaps for hedge accounting.

 

The fair value of the Interest Rate Swaps is classified under “Fair value of derivative financial instruments” either under assets or liabilities in the consolidated statement of financial position. In the event that the respective asset or liability is expected to be materialized within the next twelve months, it is classified as current asset or liability. Otherwise, the respective asset or liability is classified as non-current asset or liability.

 

The change in fair value deriving from the valuation of the Interest Rate Swap at the end of each reporting period is classified under “Gain/ (Loss) on derivative financial instruments” in the consolidated statement of comprehensive income/(loss). Realized gains or losses resulting from interest rate swaps are recognized in profit or loss under “Gain / (Loss) on derivative financial instruments” in the consolidated statement of comprehensive income/(loss).

 

 

 

 

Selected Information

 

Our selected consolidated financial and other data for the three-month period ended March 31, 2022 and 2021 and as at March 31, 2022 presented in the tables below have been derived from our unaudited interim condensed consolidated financial statements and notes thereto, included elsewhere herein. Our selected consolidated financial data as at December 31, 2021, presented in the tables below have been derived from our audited financial statements and notes thereto, included in our Annual Report.

 

Consolidated Statements of Comprehensive Income/(Loss) Data 

(In thousands of U.S. Dollars)

 

   Three months ended March 31, 
   2022   2021 
         
   (unaudited) 
Voyage revenues   18,351    5,167 
Management & consulting fee income   90    - 
Total Revenues   18,441    5,167 
           
Voyage expenses   (349)   (78)
Gain on sale of bunkers, net   1,149    - 
Vessel operating expenses   (4,355)   (3,077)
Depreciation   (1,404)   (711)
Depreciation of dry-docking costs   (951)   (492)
Administrative expenses   (716)   (556)
Administrative expenses payable to related parties   (359)   (154)
Share-based payments   -    (10)
Other income, net   10    14 
Operating income   11,466    103 
Interest income   5    1 
Interest expense and finance costs   (389)   (930)
Gain on derivative financial instruments, net   967    - 
Foreign exchange gains, net   34    60 
Total finance gains/(costs), net   617    (869)
Total income/(loss) and total comprehensive income/(loss) for the period   12,083    (766)
           
Basic & diluted income/(loss) per share for the period (1)   0.59    (0.11)
EBITDA (2) (unaudited)   14,822    1,366 
Adjusted EBITDA (2) (unaudited)   13,821    1,306 

 

(1) The weighted average number of shares for the three-month period ended March 31, 2022, was 20,582,301 compared to 7,209,657 shares for the three-month period ended March 31, 2021.

 

(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;

 

 

 

 

»   EBITDA and Adjusted EBITDA do not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

 

»   EBITDA and Adjusted EBITDA do not reflect changes in or cash requirements for our working capital needs; and

 

»   other companies in our industry may calculate EBITDA and Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

 

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business.

 

Total comprehensive income/(loss) to EBITDA and Adjusted EBITDA Reconciliation

 

   Period Ended March 31, 
   (Expressed in Thousands of U.S. Dollars, except per share
data)
 
  

2022

(Unaudited)

  

2021

(Unaudited)

 
Total comprehensive income/(loss) for the period  $12,083   $(766)
Interest and finance costs, net   384    929 
Depreciation   1,404    711 
Depreciation of drydocking costs   951    492 
EBITDA (unaudited)  $14,822   $1,366 
Gain on derivative financial instruments   (967)   - 
Foreign exchange gains, net   (34)   (60)
Adjusted EBITDA (unaudited)  $13,821   $1,306 

 

Balance Sheets Data 

(In thousands of U.S. Dollars)

 

   As at March 31,   As at December 31, 
   2022   2021 
         
   (Unaudited) 
Consolidated condensed statement of financial position:          
Vessels, net   128,610    130,724 
Other non-current assets   5,571    4,988 
Total non-current assets   134,181    135,712 
Cash and bank balances and bank deposits (including restricted cash)   55,499    46,861 
Other current assets   5,850    3,079 
Total current assets   61,349    49,940 
Total assets   195,530    185,652 
Total equity   158,501    146,418 
Total debt net of unamortized debt discount   30,088    31,303 
Other liabilities   6,941    7,931 
Total liabilities   37,029    39,234 
Total equity and liabilities   195,530    185,652 

  

 

 

 

Statements of Cash Flows Data

(In thousands of U.S. Dollars)

 

   Three months ended March 31, 
   2022   2021 
         
   (Unaudited) 
Net cash generated from operating activities   10,327    436 
Net cash used in investing activities   (15)   (4,326)
Net cash (used in) / generated from financing activities   (2,248)   36,239 

 

   Three months ended March 31, 
   2022   2021 
         
   (Unaudited) 
Ownership days (1)   810    540 
Available days (2)   810    516 
Operating days (3)   798    512 
Fleet utilization (4)   98.5%   99.2%
Average number of vessels (5)   9.0    6.0 
Daily time charter equivalent (TCE) rate (6)   23,643    9,857 
Daily operating expenses (7)   5,377    5,698 

 

Notes:

 

(1)Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us.

(2)Available days are the number of ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys.

(3)Operating days are the number of available days less the aggregate number of days that the vessels are off-hire due to any reason, including unforeseen circumstances but excluding days during which vessels are seeking employment.

(4)We calculate fleet utilization by dividing the number of operating days during a period by the number of available days during the period.

(5)Average number of vessels is measured by the sum of the number of days each vessel was part of our fleet during a relevant period divided by the number of calendar days in such period.

(6)TCE rates are our voyage revenues plus any potential gain on sale of bunkers less voyage expenses during a period divided by the number of our available days during the period which is consistent with industry standards. TCE is a measure not in accordance with GAAP.

(7)We calculate daily vessel operating expenses by dividing vessel operating expenses by ownership days for the relevant time period.

 

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

 

   Three months ended March 31, 
   2022   2021 
         
   (Unaudited) 
Voyage revenues   18,351    5,167 
Plus: Gain on sale of bunkers, net   1,149    - 
Less: Voyage expenses   349    78 
Net revenues   19,151    5,089 
Available days   810    516 
Daily TCE rate (1)   23,643    9,857 

 

(1) Subject to rounding.

 

 

 

 

Recent Developments

 

Contract for new building vessels

 

On April 29, 2022, the Company has signed a contract for the construction and purchase of one fuel efficient bulk carrier of about 64,000 dwt. The vessel will be built at Nihon Shipyard Co. in Japan and is scheduled to be delivered during the first half of 2024. The total consideration for the construction of the vessel is approximately $37.5 million, which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $7.4 million.

 

On May 13, 2022, the Company has signed two contracts for the construction and purchase of two fuel efficient bulk carrier of about 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHI Ship Engineering Co. in China with the first one scheduled to be delivered during the third quarter of 2024 and the second one scheduled during the fourth quarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million, which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $13.8 million for both vessels under construction.

 

LIBOR will be replaced as the reference rate under debt obligations

 

The Company’s indebtedness accrues interest based on LIBOR, which has been historically volatile and which will no longer be published after June 30, 2023. The publication of U.S. Dollar LIBOR for only the one-week and two-month U.S. Dollar LIBOR tenors ceased on December 31, 2021, and the ICE Benchmark Administration (“IBA”), the administrator of LIBOR, with the support of the United States Federal Reserve and the United Kingdom’s Financial Conduct Authority, announced the publication of all other U.S. Dollar LIBOR tenors will cease on June 30, 2023. The United States Federal Reserve concurrently issued a statement prohibiting banks from issuing U.S. Dollar LIBOR instruments after 2021. As such, any new loan agreements The Company enters into will not use LIBOR as an interest rate, and the Company will need to transition its existing loan agreements from U.S. Dollar LIBOR to an alternative reference rate prior to June 2023.

 

The Company’s financing agreement contain a provision requiring or permitting it to enter into negotiations with its lenders to agree to an alternative interest rate or an alternative basis for determining the interest rate in anticipation of the cessation of LIBOR. These clauses present significant uncertainties as to how alternative reference rates or alternative bases for determination of rates would be agreed upon, as well as the potential for disputes or litigation with the Company’s lenders regarding the appropriateness or comparability to LIBOR of any substitute indices, such as SOFR, and any credit adjustment spread between the two benchmarks. The discontinuation of LIBOR presents a number of risks to the Company’s business, including volatility in applicable interest rates among the Company’s financing agreements, potential increased borrowing costs for future financing agreements or unavailability of or difficulty in attaining financing, which could in turn have an adverse effect on the Company’s profitability, earnings and cash flow.

 

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 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 current economic situation on the recoverability of the carrying amount of its vessels. For the first quarter of 2022 and 2021 the Company evaluated the carrying amount of its vessels and concluded that no impairment of its vessels should be recorded, or previously recognized impairment should be reversed.

 

Conflicts

 

The conflict between Russia and Ukraine, which commenced in February 2022, has disrupted supply chains and caused instability and significant volatility in the global economy. Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that such instability, uncertainty and resulting volatility could significantly increase the costs of the Company and adversely affect its business, including the ability to secure charters and financing on attractive terms, and as a result, adversely affect the Company’s business, financial condition, results of operation and cash flows. Currently there is no direct effect on the Company’s operations.

 

 

 

 

Three-month period ended March 31, 2022 compared to the three-month period ended March 31, 2021.

 

Total comprehensive income for the three-month period ended March 2022 amounted to $12.1 million or $0.59 basic and diluted income per share based on 20,582,301 weighted average number of shares, compared to total comprehensive loss of $0.8 million for the same period last year or $0.11 basic and diluted loss per share based on 7,209,657 weighted average number of shares.

 

The following table corresponds to the breakdown of the factors that led to the increase in total comprehensive income during the three-month period ended March 31, 2022 compared to the three-month period ended March 31, 2021 (expressed in $000’s):

 

3-month period of 2022 vs 3-month period of 2021

 

Net loss and total comprehensive loss for the 3-month period of 2021   (766)
Increase in Voyage revenues   13,184 
Increase in management & consulting fee income   90 
Increase in Voyage expenses   (271)
Increase in Gain on sale of bunkers, net   1,149 
Increase in Vessels operating expenses   (1,278)
Increase in Depreciation   (693)
Increase in Depreciation of dry-docking costs   (459)
Increase in Total administrative expenses   (355)
Decrease in Other income, net   (4)
Increase in Interest income   4 
Decrease in Interest expense and finance costs   541 
Increase in Gain on derivative financial instruments   967 
Decrease in Foreign exchange gains   (26)
Net income and total comprehensive income for the 3-month period of 2022   12,083 

 

Voyage revenues

 

During the three-month period ended March 31, 2022 and 2021, our Voyage revenues reached $18.4 million and $5.2 million respectively. The 256% increase in Voyage revenues was mainly attributed to the increase in the average time charter rates achieved by our vessels during the three-month period ended March 31, 2022, compared to the same period in 2021. Furthermore, the Company operated a fleet of nine vessels during the 1st quarter of 2022 compared to six vessels for the same period in 2021. Daily Time Charter Equivalent rate (TCE) for the three-month period of 2022 was $23,643 per vessel per day against $9,857 per vessel per day during the same period in 2021 corresponding to an increase of 140%, which is attributed to the better conditions throughout the bulk market for the first quarter of 2022.

 

Management & consulting fee income

 

On July 15, 2021, the Company 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 $1,000. The total income from these fees is classified in the income statement component of the condensed consolidated statement of comprehensive income/(loss) under management & consulting fee income.

 

Voyage expenses

 

Voyage expenses reached $0.3 million during the three-month period ended March 31, 2022, compared to $0.1 million during the same period last year. Voyage expenses include commissions on revenues, port and other voyage expenses and bunker expenses. Bunker expenses mainly refer to the cost of bunkers consumed during periods that our vessels are travelling seeking employment. Voyage expenses for the three-month period ended March 31, 2022 and 2021, are analyzed as follows:

 

In $000’s  2022   2021 
Commissions   288    72 
Other voyage expenses   61    6 
Total   349    78 

 

Gain on sale of bunkers, net

 

During the three-month period ended March 31, 2022, we recognized a gain of approximately $1.1 million from bunkers. This resulted mainly from the difference in the value of bunkers paid by us when the vessel is redelivered from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold when the vessel is delivered to a new charterer. For the three-month period ended March 31, 2021, no gain from bunkers had been recognized.

 

 

 

 

Vessel operating expenses

 

Vessel operating expenses, which include crew costs, provisions, deck and engine stores, lubricating oils, insurance, maintenance, and repairs, reached $4.4 million during the three-month period ended March 31, 2022, compared to $3.1 million during the same period last year. This is mainly attributed to the fact that the fleet of the Company has increased to nine vessels during the first quarter of 2022 compared to six vessels for the same period in 2021. The breakdown of our operating expenses for the three-month period ended March 31, 2022 and 2021 was as follows:

 

   2022   2021 
Crew expenses   49%   52%
Repairs and spares   22%   24%
Insurance   8%   7%
Stores   13%   11%
Lubricants   5%   3%
Other   3%   3%

 

Average daily operating expenses during the three-month periods ended March 31, 2022 and 2021 were $5,377 per vessel per day and $5,698 per vessel per day respectively, corresponding to a decrease of 6%.

 

Depreciation

 

Depreciation charge during the three-month period ended March 31, 2022, reached $1.4 million compared to $0.7 million during the same period in 2021. This is mainly attributed to the increase of the fleet from 6 vessels during the three-month period ended March 31, 2021 to 9 vessels for the same period in 2022. Nonetheless, this increase has been partly counterbalanced from the increase of scrap rate in our books from $300/ton to $380/ton during the fourth quarter of 2021, due to the increased scrap rates worldwide.

 

Total administrative expenses

 

Total administrative expenses, including administrative expenses to related parties and share bases payments, increased to $1.1 million during the three-month period ended March 31, 2022, compared to $0.7 million in the same period of 2021. The increase is partly attributed to new personnel hirings, as a result of the fleet expansion from 6 vessels, during the first quarter of 2021, to 9 vessels for the same period in 2022.

 

Interest expense and finance costs

 

Interest expense and finance costs reached $0.4 million during the three-month period ended March 31, 2022, compared to $0.9 million in the same period of 2021. Interest expense and finance costs for the three-month periods ended March 31, 2022 and 2021, are analyzed as follows:

 

In $000’s  2022   2021 
Interest payable on long-term borrowings   312    810 
Bank charges   23    22 
Operating lease liability interest   16    10 
Amortization of debt discount   35    77 
Other finance expenses   3    11 
Total   389    930 

 

As at March 31, 2022, and 2021 we and our vessel-owning subsidiaries had outstanding borrowings under our Loan agreements of an aggregate of $31 million, gross of unamortized debt discount. The decrease in interest payable is mainly attributed to the decrease of the weighted interest rate from 8.76% during the three-month period ended March 31, 2021 to 4.02% for the same period in 2022, which is mainly attributed to the refinance of the EnTrust loan facility with CIT loan facility in 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).

 

Gain on derivative financial instruments

 

Following the new loan facility with CIT Bank N.A., the Company entered into an Interest Rate Swap agreement on May 10, 2021. As at March 31, 2022, the Company recognized a gain of approximately $967 thousand, net of interest for the period, according to the Interest Rate Swap valuation and is included in the condensed consolidated statement of comprehensive income/(loss).

 

Liquidity and capital resources

 

As at March 31, 2022, and December 31, 2021, our cash and bank balances and bank deposits (including restricted cash) were $59 and $50.4 million, respectively.

 

As at March 31, 2022, the Company reported a working capital surplus of $50.1 million and was in compliance with the covenants included in the loan agreement with CIT.

 

 

 

 

The above conditions indicate that the Company is expected to be able to operate as a going concern and these unaudited interim condensed consolidated financial statements were prepared under this assumption.

 

Net cash generated from operating activities for the three-month period ended March 31, 2022 was $10.3 million compared to $0.4 million during the respective period in 2021. The increase in our cash generated from operating activities was mainly attributed to the increase in our Voyage revenues from $5.2 million during the three-month period ended March 31, 2021 to $18.4 million during the three-month period under consideration.

 

Net cash used in investing activities for the three-month period ended March 31, 2022 was $15 thousand compared to net cash used in investing activities of $4.3 million during the respective period in 2021. The decrease in our cash used in investing activities was mainly attributed to the advances for vessels purchase of m/v “Power Globe” and “Diamond Globe”, amounting to $1.6 and $2.7 million, respectively during the three-month period ended March 31, 2021.

 

Net cash used in financing activities during the three-month period ended March 31, 2022 and net cash generated from financing activities during the three-month period ended March 31, 2021 were as follows:

 

   Three months ended March 31, 
   2022   2021 
         
In $000’s  (Unaudited) 
Proceeds from issuance of share capital   -    42,999 
Proceeds from issuance of warrants   -    15 
Transaction costs on issue of new common shares   -    (272)
Repayment of long-term debt   (1,250)   (1,493)
Prepayment of long-term debt   -    (4,477)
(Increase)/decrease in restricted cash   (541)   360 
Repayment of lease liability   (75)   (80)
Interest paid   (382)   (813)
Net cash (used in)/generated from financing activities   (2,248)   36,239 

 

As at March 31, 2022 and 2021, we and our vessel-owning subsidiaries had outstanding borrowings under our Loan agreements of an aggregate of $31 million, gross of unamortized debt discount.

 

 

 

 

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss) for the three-month periods ended March 31, 2022 and 2021 F-2
   
Condensed Consolidated Statements of Financial Position as at March 31, 2022 (Unaudited) and December 31, 2021 F-3
   
Unaudited Interim Condensed Consolidated Statements of Changes in Equity for the three-month periods ended March 31, 2022 and 2021 F-4
   
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three-month periods ended March 31, 2022 and 2021 F-5
   
Notes to the Unaudited Interim Condensed Consolidated Financial Statements F-6 to F-15

 

F-1

 

 

GLOBUS MARITIME LIMITED

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

For the three-months ended March 31, 2022 and 2021

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

 

      

 

Three months ended March 31,

 
   Notes   2022   2021 
REVENUES:              
Voyage revenues  11    18,351    5,167 
Management & consulting fee income       90    - 
Total Revenues       18,441    5,167 
               
EXPENSES & OTHER OPERATING INCOME:              
Voyage expenses       (349)   (78)
Gain on sale of bunkers, net  2    1,149    - 
Vessel operating expenses       (4,355)   (3,077)
Depreciation  5, 11    (1,404)   (711)
Depreciation of dry-docking costs  5    (951)   (492)
Administrative expenses       (716)   (556)
Administrative expenses payable to related parties       (359)   (154)
Share-based payments  9    -    (10)
Other income, net       10    14 
Operating income       11,466    103 
               
Interest income       5    1 
Interest expense and finance costs       (389)   (930)
Gain on derivative financial instruments, net       967    - 
Foreign exchange gains, net       34    60 
               
TOTAL INCOME/(LOSS) FOR THE PERIOD       12,083    (766)
Other Comprehensive Income       -    - 
TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD       12,083    (766)
               
Income/(Loss) per share (U.S.$):              
- Basic and Diluted income/(loss) per share for the period  7    0.59    (0.11)

 

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 at March 31, 2022 and December 31, 2021

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

 

       March 31,   December 31, 
   Notes   2022   2021 
       (Unaudited)     
ASSETS              
               
NON-CURRENT ASSETS              
Vessels, net  5    128,610    130,724 
Office furniture and equipment       88    97 
Right of use asset  11    803    888 
Restricted cash  3    3,544    3,576 
Fair value of derivative financial instruments  12    1,126    417 
Other non-current assets       10    10 
Total non-current assets       134,181    135,712 
CURRENT ASSETS              
Current portion of fair value of derivative financial instruments  12    208    - 
Trade receivables, net       915    1,003 
Inventories       2,554    852 
Prepayments and other assets       2,173    1,224 
Restricted cash  3    2,222    1,648 
Cash and cash equivalents  3    53,277    45,213 
Total current assets       61,349    49,940 
TOTAL ASSETS       195,530    185,652 
               
EQUITY AND LIABILITIES              
               
EQUITY              
Issued share capital  6    82    82 
Share premium  6    284,406    284,406 
Accumulated deficit       (125,987)   (138,070)
Total equity       158,501    146,418 
NON-CURRENT LIABILITIES              
Long-term borrowings, net of current portion  8    25,218    26,438 
Provision for staff retirement indemnities       112    114 
Lease liabilities  11    476    556 
Total non-current liabilities       25,806    27,108 
CURRENT LIABILITIES              
Current portion of long-term borrowings  8    4,870    4,865 
Trade accounts payable       2,718    1,100 
Accrued liabilities and other payables       2,116    3,676 
Current portion of lease liabilities  11    354    349 
Current portion of fair value of derivative financial instruments  12    -    92 
Deferred revenue       1,165    2,044 
Total current liabilities       11,223    12,126 
TOTAL LIABILITIES       37,029    39,234 
TOTAL EQUITY AND LIABILITIES       195,530    185,652 

 

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 three-months ended March 31, 2022 and 2021

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

 

   Issued share   Share         
   Capital   Premium   (Accumulated Deficit)   Total Equity 
As at January 1, 2022   82    284,406    (138,070)   146,418 
Total comprehensive income for the period   -    -    12,083    12,083 
As at March 31, 2022   82    284,406    (125,987)   158,501 

 

   Issued share   Share         
   Capital   Premium   (Accumulated Deficit)   Total Equity 
As at January 1, 2021  12   195,102   (153,020)  42,094 
Total comprehensive loss for the period   -    -    (766)   (766)
Issuance of new common shares (Note 6)   24    42,975    -    42,999 
Issuance of new common shares due to exercise of Warrants (Note 6)   6    9    -    15 
Issuance of Class B preferred shares (Note 6)   -    130    -    130 
Transaction costs on issue of new common shares   -    (272)   -    (272)
Share-based payments (Note 9)   -    10    -    10 
As at March 31, 2021   42    237,954    (153,786)   84,210 

 

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 three-months ended March 31, 2022 and 2021

(Expressed in thousands of U.S. Dollars)

 

         Three months ended March 31, 
   Notes   2022   2021 
Operating activities              
Income/(Loss) for the period       12,083    (766)
Adjustments for:              
Depreciation  5, 11    1,404    711 
Depreciation of deferred dry-docking costs  5    951    492 
Payment of deferred dry-docking costs       (891)   (731)
Provision for staff retirement indemnities       (2)   1 
Gain on derivative financial instruments       (967)   - 
Interest expense and finance costs       389    930 
Interest income       (5)   (1)
Foreign exchange gains, net       (31)   (62)
Share based payment  9    -    10 
(Increase)/decrease in:              
Trade receivables, net       88    55 
Inventories       (1,702)   548 
Prepayments and other assets       (948)   22 
Increase/(decrease) in:              
Trade accounts payable       2,382    (334)
Accrued liabilities and other payables       (1,545)   (486)
Deferred revenue       (879)   47 
Net cash generated from operating activities       10,327    436 
Cash flows from investing activities:              
Advance for vessel purchase       -    (4,320)
Improvements       (19)   - 
Purchases of office furniture and equipment       (1)   (7)
Interest received       5    1 
Net cash used in investing activities       (15)   (4,326)
Cash flows from financing activities:              
Repayment of long-term debt       (1,250)   (1,493)
Prepayment of long-term debt       -    (4,477)
Proceeds from issuance of share capital       -    42,999 
Proceeds from exercise of Warrants       -    15 
Transaction costs on issue of new common shares       -    (272)
(Increase)/decrease in restricted cash  3    (541)   360 
Repayment of lease liability       (75)   (80)
Interest paid       (382)   (813)
Net cash (used in)/generated from financing activities       (2,248)   36,239 
Net increase in cash and cash equivalents       8,064    32,349 
Cash and cash equivalents at the beginning of the period  3    45,213    19,037 
Cash and cash equivalents at the end of the period  3    53,277    51,386 

 

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

 

F-5

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

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

 

1.Basis of presentation and general information

 

The accompanying unaudited interim condensed consolidated financial statements include the financial statements of Globus Maritime Limited (“Globus”) and its wholly owned subsidiaries (collectively the “Company”). Globus was formed on July 26, 2006, under the laws of Jersey. On June 1, 2007, Globus concluded its initial public offering in the United Kingdom and its shares were admitted for trading on the Alternative Investment Market (“AIM”). On November 24, 2010, Globus was redomiciled to the Marshall Islands and its shares were admitted for trading in the United States (NASDAQ Global Market) under the Securities Act of 1933, as amended. On November 26, 2010, Globus shares were effectively delisted from AIM.

 

The address of the registered office of Globus is: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960.

 

The principal business of the Company is the ownership and operation of a fleet of dry bulk motor vessels (“m/v”), providing maritime services for the transportation of dry cargo products on a worldwide basis. The Company conducts its operations through its vessel owning subsidiaries.

 

The operations of the vessels are managed by Globus Shipmanagement Corp. (the “Manager”), a wholly owned Marshall Islands corporation. The Manager has an office in Greece, located at 128 Vouliagmenis Avenue, 166 74 Glyfada, Greece and provides the commercial, technical, cash management and accounting services necessary for the operation of the fleet in exchange for a management fee. The management fee is eliminated on consolidation. The unaudited interim condensed consolidated financial statements include the financial statements of Globus and its subsidiaries listed below, all wholly owned by Globus as at March 31, 2022:

 

 

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

Serena Maritime Limited

Talisman Maritime Limited

Malta

Marshall Islands

Marshall Islands

September 15, 2011

October 29, 2020

July 20, 2021

m/v Sun Globe

m/v Galaxy Globe

m/v Power Globe

Argo Maritime Limited Marshall Islands June 9, 2021 m/v Diamond Globe
Calypso Shipholding S.A. Marshall Islands - -
Daxos Maritime Limited Marshall Islands - -
Olympia Shipholding S.A. Marshall Islands - -
Paralus Shipholding S.A. Marshall Islands - -
Salaminia Maritime Limited Marshall Islands November 29, 2021 m/v Orion Globe

 

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 income / (loss), financial position and cash flows for the periods presented. Operating results for the three-month period ended March 31, 2022, are not necessarily indicative of the results that might be expected for the fiscal year ending December 31, 2022.

 

The unaudited interim condensed consolidated financial statements as at and for the three months ended March 31, 2022, have been prepared in accordance with IAS 34 Interim Financial Reporting.

 

F-6

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

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

 

1.Basis of presentation and general information (continued)

 

The unaudited interim condensed consolidated financial statements presented in this report do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the consolidated financial statements as at December 31, 2021 and for the year then ended included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 (the “2021 Annual Report”).

 

Unless otherwise defined herein, capitalized words and expressions used herein shall have the same meanings ascribed to them in the 2021 Annual Report.

 

The unaudited interim condensed consolidated financial statements as at March 31, 2022 and for the three months then ended, were approved for issuance by the Board of Directors on June 3, 2022.

 

Going Concern basis of accounting:

 

As at December 31, 2021, the Company reported a working capital surplus of $37.8 million and was in compliance with its debt covenants.

 

As at March 31, 2022, the Company reported a working capital surplus of $50.1 million and was in compliance with the applicable covenants included in the loan agreement with CIT Bank N.A.

 

The above conditions indicate that the Company is expected to be able to operate as a going concern and these consolidated financial statements were prepared under this assumption.

 

The conflict between Russia and Ukraine, which commenced in February 2022, has disrupted supply chains and caused instability and significant volatility in the global economy. Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that such instability, uncertainty and resulting volatility could significantly increase the costs of the Company and adversely affect its business, including the ability to secure charters and financing on attractive terms, and as a result, adversely affect the Company’s business, financial condition, results of operation and cash flows. Currently there is no effect on the Company’s operations.

 

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. As at March 31, 2022, no indicators of impairment or reversal of previously recognized impairment have been identified and the Company concluded that no impairment of its vessels should be recorded, or that previously recognized impairment should be reversed.

 

F-7

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

(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 2021 Annual Report. There have been no changes to the Company’s significant accounting policies and recent accounting pronouncements in the three-month period ended March 31, 2022 other than the following IFRS amendments which have been adopted by the Company as of 1 January 2022:

 

                IFRS 3 Business Combinations; IAS 16 Property, Plant and Equipment; IAS 37 Provisions, Contingent Liabilities and Contingent Assets as well as Annual Improvements 2018-2020 (Amendments)

 

The amendments are effective for annual periods beginning on or after 1 January 2022 with earlier application permitted. The IASB has issued narrow-scope amendments to the IFRS Standards as follows:

 

IFRS 3 Business Combinations (Amendments) update a reference in IFRS 3 to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.

IAS 16 Property, Plant and Equipment (Amendments) prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company recognizes such sales proceeds and related cost in profit or loss.

IAS 37 Provisions, Contingent Liabilities and Contingent Assets (Amendments) specify which costs a company includes in determining the cost of fulfilling a contract for the purpose of assessing whether a contract is onerous.

Annual Improvements 2018-2020 make minor amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases

 

The amendments had no impact on the financial statements of the Company.

 

                IFRS 16 Leases-Cοvid 19 Related Rent Concessions beyond 30 June 2021 (Amendment)

 

The Amendment applies to annual reporting periods beginning on or after 1 April 2021, with earlier application permitted, including in financial statements not yet authorized for issue at the date the amendment is issued. In March 2021, the Board amended the conditions of the practical expedient in IFRS 16 that provides relief to lessees from applying the IFRS 16 guidance on lease modifications to rent concessions arising as a direct consequence of the covid-19 pandemic. Following the amendment, the practical expedient now applies to rent concessions for which any reduction in lease payments affects only payments originally due on or before 30 June 2022, provided the other conditions for applying the practical expedient are met.

 

The amendments had no impact on the financial statements of the Company.

 

Gain on sale of bunkers, net

 

In addition to voyage expenses, the Company may also record a gain from bunkers which results mainly from the difference in the value of bunkers paid by the Company when the vessel is redelivered to the Company from the charterer under the vessel’s previous time charter agreement and the value of bunkers sold by the Company when the vessel is delivered to a new charterer. This gain that results from the re-purchase/sale of bunkers discussed above is included in “Gain on sale of bunkers, net” line in the condensed consolidated statement of comprehensive income/(loss).

 

3Cash and cash equivalents and Restricted cash

 

For the purpose of the interim condensed consolidated statement of financial position, cash and cash equivalents comprise the following:

 

   March 31, 2022   December 31, 2021 
Cash on hand   17    25 
Cash at banks   53,260    45,188 
Total   53,277    45,213 

 

Cash held in banks earns interest at floating rates based on daily bank deposit rates.

 

The fair value of cash and cash equivalents as at March 31, 2022 and December 31, 2021, was $53,277 and $45,213, respectively.

 

As at March 31, 2022 and December 31, 2021, the Company had pledged an amount of $5,766 and $5,244, respectively, in order to fulfil collateral requirements. The fair value of the restricted cash as at March 31, 2022 was $5,766, $3,544 included in non-current assets and $2,222 included in current assets. The fair value of the restricted cash as at December 31, 2021 was $5,244, $3,576 included in non-current assets and $1,648 included in current assets as at December 31, 2021. The cash and cash equivalents are held with reputable bank and financial institution counterparties with high ratings.

 

F-8

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

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

 

4Transactions with Related Parties

 

Details of the Company’s transactions with related parties did not change in the three-month period ended March 31, 2022 and are discussed in Note 4 of the Company’s consolidated financial statements as at and for the year ended December 31, 2021, included in the 2021 Annual Report.

 

In 2022 the Company changed the compensation of the non-executive directors. In the aggregate, the annual service fee for each of the directors (based on their current roles and committee seats) will be $80 based on the annual service fees, committee fees, and other similar fees.

 

5Vessels, net

 

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

 

   Vessels
cost
   Vessels
depreciation
   Dry docking
costs
   Depreciation of
dry-docking costs
   Net Book
Value
 
Balance at January 1, 2022   233,738    (107,776)   15,927    (11,165)   130,724 
Additions   19    -    127    -    146 
Depreciation & Amortization   -    (1,309)   -    (951)   (2,260)
Balance at March 31, 2022   233,757    (109,085)   16,054    (12,116)   128,610 

 

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

 

   For the period ended March 31, 2022 
Vessels depreciation   1,309 
Depreciation on office furniture and equipment   10 
Depreciation of right of use asset   85 
Total   1,404 

 

No impairment or reversal of impairment was recognized for both the first quarter of 2022 and 2021.

 

6Share Capital and Share Premium

 

The authorised share capital of Globus consisted of the following:

 

   March 31,   December 31, 
   2022   2021 
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 at January 1, 2022   20,582,301    82 
Issued during the period for share-based compensation (Note 9)   -    - 
As at March 31, 2022   20,582,301    82 

 

F-9

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

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

 

6Share Capital and Share Premium (continued)

 

Common Shares issued and fully paid  Number of shares   Issued Share
Capital
 
As at January 1, 2021   3,040,123    12 
Issued during the period for share-based compensation (Note 9)   1,946    - 
Issuance of new common stocks   6,005,000    24 
Issuance of common stock due to exercise of pre-funded warrants   1,525,000    6 
As at March 31, 2021   10,572,069    42 

 

As at March 31, 2022, the Company had no Class B common shares and 10,300 Series B Preferred Shares outstanding.

 

Share premium includes the contribution of Globus’ shareholders for the acquisition of the Company’s vessels. Additionally, share premium includes the effects of the acquisition of non-controlling interest, the effects of the Globus initial and follow-on public offerings and the effects of the share-based payments described in Note 9. At March 31, 2022 and December 31, 2021, Globus share premium amounted to $284,406.

 

As at March 31, 2022 and December 31, 2021, the Company had issued 5,550 common shares pursuant to exercise of outstanding Class A Warrants as defined in the 2021 Annual Report and had 388,700 Class A Warrants outstanding to purchase an aggregate of 388,700 common shares.

 

As at March 31, 2022 and December 31, 2021, no PP Warrants, as defined in the 2021 Annual Report, had been exercised and the Company had 1,291,833 PP Warrants outstanding to purchase an aggregate of 1,291,833 common shares.

 

As at March 31, 2022 and December 31, 2021, no December 2020 Warrants, as defined in the 2021 Annual Report, had been exercised and the Company had December 2020 Warrants outstanding to purchase an aggregate of 1,270,587 common shares.

 

As at March 31, 2022 and December 31, 2021, no January 2021 Warrants, as defined in the 2021 Annual Report, had been exercised and the Company had January 2021 Warrants outstanding to purchase an aggregate of 1,950,000 common shares.

 

As at March 31, 2022 and December 31, 2021, no February 2021 Warrants, as defined in the 2021 Annual Report, had been exercised and the Company had February 2021 Warrants outstanding to purchase an aggregate of 4,800,000 common shares.

 

As at March 31, 2022 and December 31, 2021, no June 2021 Warrants, as defined in the 2021 Annual Report, had been exercised and the Company had June 2021 Warrants outstanding to purchase an aggregate of 10,000,000 common shares.

 

The Company’s warrants are classified in equity, following the Company’s assessment that warrants meet the equity classification criteria as per IAS 32. The total outstanding number of warrants as at March 31, 2022, was 19,701,120 to purchase an aggregate of 19,701,120 common shares.

 

7Earnings/(Loss) per Share

 

Basic earnings / (loss) per share (“EPS” / “LPS”) is calculated by dividing the net income /(loss) for the year 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 income / (loss) attributable to common equity holders of the parent by the weighted average shares outstanding during the year plus the weighted average number of common shares that would be issued on the conversion of all the dilutive potential common shares into common shares. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings/(losses) per share computation unless such inclusion would be anti-dilutive.

 

As for the three-month ended March 31, 2022, the securities that could potentially dilute basic EPS in the future are any incremental shares of unexercised warrants (Note 6). As the warrants were out-of-the money during the periods ended March 31, 2022, these were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect.

 

As the Company reported losses for the period ended March 31, 2021, the effect of any incremental shares would be antidilutive and thus excluded from the computation of the LPS.

 

F-10

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

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

 

7Earnings/(Loss) per Share (continued)

 

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

 

   For the period ended March 31, 
   2022   2021 
Income/(Loss) attributable to common equity holders   12,083    (766)
Weighted average number of shares – basic and diluted   20,582,301    7,209,657 
Net income/(loss) per common share – basic and diluted  $0.59   $(0.11)

 

8Long-Term Debt, net

 

Long-term debt in the condensed 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   30,500    (412)   30,088 
                   
   Total at March 31, 2022   30,500    (412)   30,088 
   Less: Current Portion   (5,000)   130    (4,870)
   Long-Term Portion   25,500    (282)   25,218 
                   
   Total at December 31, 2021   31,750    (447)   31,303 
   Less: Current Portion   (5,000)   135    (4,865)
   Long-Term Portion   26,750    (312)   26,438 

 

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, 2021, included in the 2021 Annual Report.

 

As at March 31, 2022, the Company was in compliance with the loan covenants of the agreement with the lenders.

 

In more detail:

 

(a)In May 2021, Globus through its wholly owned subsidiaries, Devocean Maritime Ltd.(the “Borrower A”), Domina Maritime Ltd. (the “Borrower B”), Dulac Maritime S.A. (the “Borrower C”), Artful Shipholding S.A. (the “Borrower D”), Longevity Maritime Limited (the “Borrower E”) and Serena Maritime Limited (the “Borrower F”), vessel owning companies of m/v River Globe, m/v Sky Globe, m/v Star Globe, m/v Moon Globe, m/v Sun Globe and m/v Galaxy Globe, respectively, entered a new term loan facility for up to $34,250 with 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. Following any permanent or indefinite cessation of any tenor for LIBOR used for purposes of the CIT Loan (or earlier based on market conditions as notified by CIT Bank), LIBOR shall be replaced with SOFR as the benchmark rate, subject to certain exceptions. The duration of the loan facility is five years. 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, paid $0.5 million of borrowing costs incurred for the CIT loan facility, which were deferred over the duration of the loan facility, and fully prepaid the balance of the EnTrust loan facility. The CIT loan facility consists of six tranches, one for each vessel and is further defined in the 2021 Annual Report.

 

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 at March 31, 2022.

 

F-11

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

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

 

8Long-Term Debt, net (continued)

 

(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)As at March 31, 2021, 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, when it expired with no amount drawn.

 

The contractual annual loan principal payments to CIT Bank N.A. loan facility to be made subsequent to March 31, 2022, were as follows:

 

March 31,  CIT Bank N.A. 
2023   5,000 
2024   5,000 
2025   5,000 
2026   15,500 
Total   30,500 

 

9Share Based Payment

 

Share based payment comprise the following:

 

Period from January 1 to March 31, 2021  Number of
common shares
   Number of
preferred shares
   Issued share
Capital
   Share
premium
 
Non-executive directors payment   1,946        -        -    10 
Total at March 31, 2021   1,946    -    -    10 

 

For the period from January 1 to March 31, 2022 there were no share based payments, as in 2022 the Company changed the compensation of the non-executive directors.

 

10Contingencies

 

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-12

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

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

 

11Commitments

 

The Company enters into time charter arrangements on its vessels. These non-cancellable arrangements had remaining terms between nil days to approximately seven months as at March 31, 2022, assuming redelivery at the earliest possible date. As at December 31, 2021, the non-cancellable arrangements had remaining terms between nil days to two and a half months, assuming redelivery at the earliest possible date. Future net minimum lease revenues receivable under non-cancellable operating leases as at March 31, 2022 and December 31, 2021, were as follows (vessel off-hires and dry-docking days that could occur but are not currently known are not taken into consideration; in addition early delivery of the vessels by the charterers is not accounted for):

 

   March 31, 2022   December 31, 2021 
Within one year   10,680    6,082 
Total   10,680    6,082 

 

These amounts include consideration for other elements of the arrangement apart from the right to use the vessel such as maintenance and crewing and its related costs.

 

For time charters that qualify as leases, the Company is required to disclose lease and non-lease components of lease revenue. The revenue earned under time charters is not negotiated in its two separate components, but as a whole. For purposes of determining the standalone selling price of the vessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach would be the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of such charters and the age of the vessel.

 

The Company believes that the standalone transaction price attributable to the technical management service component, including crewing services, is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using data provided by its technical department, which consist of the crew expenses, maintenance and consumable costs and was approximately $4,445 and $3,141 for the periods ended March 31, 2022 and 2021, respectively. The lease component that is disclosed then is calculated as the difference between total revenue and the non-lease component revenue and was $13,906 and $2,026 for the periods ended March 31, 2022 and 2021, respectively.

 

As further discussed in Note 4 of the 2021 Annual Report, the Company has recognised a right of use asset and a corresponding liability with respect to the rental agreement of office space for its operations within a building leased by Cyberonica S.A. (an affiliate of Globus’s chairman).

 

The depreciation charge for right-of-use assets for the period ended March 31, 2022 and 2021, was approximately $85 and $28 respectively, and the interest expense on lease liability for the period ended March 31, 2022 and 2021, was approximately $16 and $10, respectively, and recognised in the income statement component of the condensed consolidated statement of comprehensive income/(loss) under depreciation and interest expense and finance costs, respectively.

 

At March 31, 2022 and December 31, 2021, the current lease liabilities amounted to $354 and $349, respectively, and the non-current lease liabilities amounted to $476 and $556, respectively, and are included in the accompanying condensed consolidated statements of financial position.

 

On April 29, 2022, the Company assumed a commitment amounting to $37.5 million, which is the price of the new building construction that will be built at Nihon Shipyard Co. in Japan and is scheduled to be delivered during the first half of 2024, following the contract entered on April 29, 2022, (see also Note 13). In May 2022 the Company paid the 1st instalment of $7.4 million.

 

Furthermore, on May 13, 2022, the Company assumed a commitment amounting to $70.3 million, which is the price of the two new buildings construction that will be built Nantong COSCO KHI Ship Engineering Co. in China and the first one scheduled to be delivered during the third half of 2024, and the second one scheduled during the fourth quarter of 2024, following the contracts entered on May 13, 2022, (see also Note 13). In May 2022 the Company paid the 1st instalment of $13.8 million for both vessels under construction.

 

F-13

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

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

 

12Fair 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 2.27 of the 2021 Annual Report). It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value, such as cash and cash equivalents, restricted cash, trade receivables and trade payables.

 

   Carrying amount   Fair value 
       Level 1   Level 2   Level 3   Total 
March 31, 2022                    
   Financial assets                 
Financial assets measured at fair value                         
Derivative financial instruments   1,126    -    1,126    -    1,126 
Current portion of fair value of derivative financial instruments   208    -    208    -    208 
    1,334                     
                          
   Financial liabilities                     
Financial liabilities not measured at fair value                         
Long-term borrowings   30,500    -    30,899    -    30,899 
    30,500                     

 

 

   Carrying amount   Fair value 
       Level 1   Level 2   Level 3   Total 
December 31, 2021                    
   Financial assets                     
Financial assets measured at fair value                         
Derivative financial instruments   417    -    417    -    417 
    417                     
                          
   Financial liabilities                     
Financial liabilities measured at fair value                         
Derivative financial instruments   92    -    92    -    92 
    92                     
Financial liabilities not measured at fair value                         
Long-term borrowings   31,750    -    32,155    -    32,155 
    31,750                     

 

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

 

F-14

 

 

GLOBUS MARITIME LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2022

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

 

12Fair values (continued)

 

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.

 

13Events after the reporting date

 

Contract for new building vessels

 

On April 29, 2022, the Company entered into a contract, through its subsidiary, Calypso Shipholding S.A., for the construction and purchase of one fuel efficient bulk carrier of about 64,000 dwt vessel. The vessel will be built at Nihon Shipyard Co. in Japan and is scheduled to be delivered during the first half of 2024. The total consideration for the construction of the vessel is approximately $37.5 million, which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $7.4 million.

 

On May 13, 2022, the Company has signed two contracts, through its subsidiaries, Daxos Maritime Limited and Paralus Shipholding S.A., for the construction and purchase of two fuel efficient bulk carrier of about 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHI Ship Engineering Co. in China with the first one scheduled to be delivered during the third quarter of 2024 and the second one scheduled during the fourth quarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million, which the Company intends to finance with a combination of debt and equity. In May 2022 the Company paid the 1st instalment of $13.8 million for both vessels under construction.

 

F-15