Globus Maritime(GLBS)

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Globus Maritime(GLBS) - 2022 Q3 - Quarterly Report
2022-11-27 16:00
Exhibit 99.2 GLOBUS MARITIME LIMITED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of our financial condition and results of operations for the nine-month periods ended September 30, 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 c ...
Globus Maritime(GLBS) - 2022 Q2 - Quarterly Report
2022-06-06 16:00
[Introduction and Company Overview](index=1&type=section&id=1_Introduction_and_Company_Overview) Globus Maritime Limited's overview covers its dry bulk vessel operations and management structure [Forward-Looking Statements](index=1&type=section&id=1.1_Forward-Looking_Statements) This section outlines the predictive nature and inherent risks of forward-looking statements, detailing factors that could cause actual results to differ - Forward-looking statements are predictive, depend on future events or conditions, and include words such as 'expects,' 'anticipates,' 'intends,' 'plans,' 'believes,' 'estimates,' 'projects,' 'forecasts,' 'may,' 'should,' and similar expressions[3](index=3&type=chunk) - Factors that might cause future results to differ include changes in governmental rules/regulations, economic and competitive conditions (e.g., market fluctuations in charter rates, charterers' abilities to perform), the length and number of off-hire periods, dependence on third-party managers, and other risks detailed in the Annual Report[5](index=5&type=chunk) [Company Business and Structure](index=2&type=section&id=1.2_Company_Business_and_Structure) Globus Maritime Limited operates dry bulk vessels for global cargo transportation, managed by its wholly-owned subsidiary - The principal business of Globus Maritime Limited is the ownership and operation of a fleet of dry bulk motor vessels, providing maritime services for the transportation of dry cargo products on a worldwide basis[6](index=6&type=chunk)[70](index=70&type=chunk) - Vessel operations are managed by Globus Shipmanagement Corp., a wholly-owned Marshall Islands corporation, which provides commercial, technical, cash management, and accounting services[7](index=7&type=chunk)[71](index=71&type=chunk) Wholly-Owned Subsidiaries and Vessels (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 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=2&type=section&id=2_Management's_Discussion_and_Analysis_of_Financial_Condition_and_Results_of_Operations) This section analyzes Globus Maritime's financial condition and operational results, highlighting key performance drivers and liquidity [Key Measures and Revenue Recognition](index=2&type=section&id=2.1_Key_Measures_and_Revenue_Recognition) This section details the company's revenue generation, IFRS 16 accounting, operating expenses, and interest rate swap management [Revenues](index=2&type=section&id=2.1.1_Revenues) The company generates revenues from time charters, recognizing lease income under IFRS 16, with separate technical management service fees - The Company generates revenues from charterers through time charters, recognizing revenue on a straight-line basis over the charter period as lease income in accordance with IFRS **16**[8](index=8&type=chunk) - The standalone transaction price for the technical management service component (non-lease) was approximately **$4,445 thousand** for **Q1 2022** (vs. **$3,141 thousand** for **Q1 2021**), and the lease component was **$13,906 thousand** for **Q1 2022** (vs. **$2,026 thousand** for **Q1 2021**)[10](index=10&type=chunk)[119](index=119&type=chunk) [Time Charters](index=4&type=section&id=2.1.2_Time_Charters) Time charters involve charterers paying voyage expenses and owners paying vessel operating expenses, with rates influenced by supply and demand - Under time charters, the charterer pays voyage expenses (port, canal charges, bunkers), while the vessel owner pays vessel operating expenses (crewing, insurance, repairs, maintenance, spares, consumable stores, tonnage taxes)[12](index=12&type=chunk) - Time charter rates are usually fixed but fluctuate seasonally and annually, influenced by changes in spot charter rates, which are driven by vessel supply and demand[12](index=12&type=chunk) [Voyage Expenses](index=4&type=section&id=2.1.3_Voyage_Expenses) Voyage expenses primarily include port, canal, and bunker costs specific to a charter, along with brokerage commissions - Voyage expenses primarily consist of port, canal, and bunker expenses unique to a particular charter, paid by charterers under time charter arrangements or by the Company under voyage charter arrangements, and also include brokerage commissions[13](index=13&type=chunk) [Gain on Sale of Bunkers, Net](index=4&type=section&id=2.1.4_Gain_on_Sale_of_Bunkers_Net) Gain on sale of bunkers results from value differences between vessel redelivery and delivery to new charterers - A gain on sale of bunkers results from the difference in the value of bunkers paid by the Company upon vessel redelivery from a previous charterer and the value of bunkers sold when the vessel is delivered to a new charterer[14](index=14&type=chunk)[85](index=85&type=chunk) [Vessel Operating Expenses](index=4&type=section&id=2.1.5_Vessel_Operating_Expenses) Vessel operating expenses, expensed as incurred, primarily cover crew wages, insurance, repairs, maintenance, and tonnage taxes - Vessel operating expenses, expensed as incurred, primarily include crew wages and related costs, insurance, repairs and maintenance, spares and consumable stores, and tonnage taxes[15](index=15&type=chunk) [General and Administrative Expenses](index=4&type=section&id=2.1.6_General_and_Administrative_Expenses) General and administrative expenses cover senior executive services and public company costs like reporting, legal, and board compensation - General and administrative expenses consist of senior executive officer services and costs associated with being a public company, including public reporting, legal, accounting, NASDAQ compliance, board compensation, and investor relations[16](index=16&type=chunk) [Depreciation](index=4&type=section&id=2.1.7_Depreciation) Vessels are depreciated straight-line over **25 years** with an estimated residual value of **$380** per lightweight **ton** - Vessels are depreciated on a straight-line basis over an estimated useful life of **25 years** from delivery, with an estimated residual value of **$380** per lightweight **ton**[17](index=17&type=chunk) [Interest and Finance Costs](index=4&type=section&id=2.1.8_Interest_and_Finance_Costs) Interest and finance costs on debt for fleet acquisition are typically based on three-month LIBOR and an applicable margin - Interest expense and financing costs are incurred on debt used to partially finance fleet acquisition, generally calculated based on the three-month LIBOR rate and an applicable margin[18](index=18&type=chunk) [Interest Rate Swap](index=4&type=section&id=2.1.9_Interest_Rate_Swap) The company uses interest rate swaps to manage interest rate risk, measured at fair value, with changes recognized in comprehensive income - The Company uses interest rate swap agreements to manage exposure to interest rate risk, measuring them at fair value using discounted cash flow techniques[19](index=19&type=chunk)[129](index=129&type=chunk) - Changes in the fair value of interest rate swaps are classified under 'Gain/ (Loss) on derivative financial instruments' in the consolidated statement of comprehensive income/(loss)[22](index=22&type=chunk) - The fair value of interest rate swaps is classified as 'Fair value of derivative financial instruments' in the consolidated statement of financial position, as either current or non-current assets or liabilities[20](index=20&type=chunk)[21](index=21&type=chunk) [Selected Financial and Operational Data](index=6&type=section&id=2.2_Selected_Financial_and_Operational_Data) This section presents key consolidated financial and operational data for **Q1 2022** and **2021**, highlighting significant year-over-year changes [Consolidated Statements of Comprehensive Income/(Loss) Data](index=6&type=section&id=2.2.1_Consolidated_Statements_of_Comprehensive_Income/(Loss)_Data) This section provides key figures from the consolidated statements of comprehensive income/(loss) for **Q1 2022** and **Q1 2021** Consolidated Statements of Comprehensive Income/(Loss) Data (Q1 2022 vs Q1 2021) | Metric (in thousands of U.S. Dollars) | March 31, 2022 | March 31, 2021 | Change (YoY) | | :------------------------------------ | :------------- | :------------- | :----------- | | Voyage revenues | 18,351 | 5,167 | +255.1% | | Management & consulting fee income | 90 | - | N/A | | Total Revenues | 18,441 | 5,167 | +256.9% | | Operating income | 11,466 | 103 | +11032.0% | | Total finance gains/(costs), net | 617 | (869) | N/A (**swing to gain**) | | Total income/(loss) for the period | 12,083 | (766) | N/A (**swing to income**) | | Basic & diluted income/(loss) per share | 0.59 | (0.11) | N/A (**swing to income**) | [EBITDA and Adjusted EBITDA Reconciliation](index=6&type=section&id=2.2.2_EBITDA_and_Adjusted_EBITDA_Reconciliation) This section reconciles EBITDA and Adjusted EBITDA, non-IFRS measures used to assess financial performance and debt servicing ability EBITDA and Adjusted EBITDA (Q1 2022 vs Q1 2021) | Metric (in thousands of U.S. Dollars) | March 31, 2022 | March 31, 2021 | Change (YoY) | | :------------------------------------ | :------------- | :------------- | :----------- | | EBITDA (unaudited) | 14,822 | 1,366 | +985.0% | | Adjusted EBITDA (unaudited) | 13,821 | 1,306 | +958.3% | - EBITDA and Adjusted EBITDA are non-IFRS measures used to assess financial performance and a company's ability to service/incur indebtedness, but they have limitations as analytical tools and should not be considered in isolation[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) [Balance Sheets Data](index=8&type=section&id=2.2.3_Balance_Sheets_Data) This section presents key figures from the balance sheets as of **March 31, 2022**, and **December 31, 2021** Balance Sheet Data (as at March 31, 2022 vs December 31, 2021) | Metric (in thousands of U.S. Dollars) | March 31, 2022 | December 31, 2021 | Change | | :------------------------------------ | :------------- | :---------------- | :----- | | Total non-current assets | 134,181 | 135,712 | (1,531) | | Cash and bank balances and bank deposits (including restricted cash) | 55,499 | 46,861 | +8,638 | | Other current assets | 5,850 | 3,079 | +2,771 | | Total current assets | 61,349 | 49,940 | +11,409 | | Total assets | 195,530 | 185,652 | +9,878 | | Total equity | 158,501 | 146,418 | +12,083 | | Total debt net of unamortized debt discount | 30,088 | 31,303 | (1,215) | | Other liabilities | 6,941 | 7,931 | (990) | | Total liabilities | 37,029 | 39,234 | (2,205) | [Statements of Cash Flows Data](index=9&type=section&id=2.2.4_Statements_of_Cash_Flows_Data) This section provides key figures from the statements of cash flows for **Q1 2022** and **Q1 2021** Cash Flow Data (Q1 2022 vs Q1 2021) | Metric (in thousands of U.S. Dollars) | March 31, 2022 | March 31, 2021 | Change (YoY) | | :------------------------------------ | :------------- | :------------- | :----------- | | Net cash generated from operating activities | 10,327 | 436 | +2267.0% | | Net cash used in investing activities | (15) | (4,326) | +99.7% (**decrease in use**) | | Net cash (used in) / generated from financing activities | (2,248) | 36,239 | N/A (**swing to use**) | [Operational Data and Daily Time Charter Equivalent (TCE) Rate](index=9&type=section&id=2.2.5_Operational_Data_and_Daily_Time_Charter_Equivalent_(TCE)_Rate) This section presents key operational data and the Daily Time Charter Equivalent (TCE) rate for **Q1 2022** and **Q1 2021** Operational Data (Q1 2022 vs Q1 2021) | Metric | March 31, 2022 | March 31, 2021 | Change (YoY) | | :------------------------------------ | :------------- | :------------- | :----------- | | Ownership days | 810 | 540 | +50.0% | | Available days | 810 | 516 | +57.0% | | Operating days | 798 | 512 | +55.9% | | Fleet utilization | 98.5% | 99.2% | -0.7 pp | | Average number of vessels | 9.0 | 6.0 | +50.0% | | Daily time charter equivalent (TCE) rate | 23,643 | 9,857 | +140.0% | | Daily operating expenses | 5,377 | 5,698 | -5.6% | - The **140%** increase in Daily TCE rate for **Q1 2022** (**$23,643**) compared to **Q1 2021** (**$9,857**) is attributed to better conditions throughout the bulk market and an expanded fleet of **nine vessels** (up from **six**)[47](index=47&type=chunk) [Recent Developments](index=10&type=section&id=2.3_Recent_Developments) Globus Maritime committed to acquiring three new fuel-efficient bulk carriers for **$107.8 million** and is preparing for LIBOR cessation by **June 2023** [Contract for New Building Vessels](index=10&type=section&id=2.3.1_Contract_for_New_Building_Vessels) The company committed to acquiring three new fuel-efficient bulk carriers for **$107.8 million**, with deliveries scheduled for **2024** - On **April 29, 2022**, the Company signed a contract for one **64,000 dwt** fuel-efficient bulk carrier from Nihon Shipyard Co. (Japan) for approximately **$37.5 million**, scheduled for delivery in the first half of **2024**[36](index=36&type=chunk)[132](index=132&type=chunk) - On **May 13, 2022**, the Company signed two contracts for two **64,000 dwt** fuel-efficient bulk carriers from Nantong COSCO KHI Ship Engineering Co. (China) for approximately **$70.3 million**, with deliveries scheduled for **Q3** and **Q4 2024**[37](index=37&type=chunk)[133](index=133&type=chunk) - The total consideration for the three new **vessels** is approximately **$107.8 million**, to be financed with a combination of debt and equity. Initial installments totaling **$21.2 million** (**$7.4 million** and **$13.8 million**) were paid in **May 2022**[36](index=36&type=chunk)[37](index=37&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) [LIBOR Replacement](index=10&type=section&id=2.3.2_LIBOR_Replacement) LIBOR cessation by **June 2023** requires transitioning loan agreements to alternative rates, posing risks to borrowing costs and financing - LIBOR will cease publication after **June 30, 2023**, requiring the Company to transition its existing loan agreements from U.S. Dollar LIBOR to an alternative reference rate (e.g., SOFR) prior to this date[38](index=38&type=chunk)[110](index=110&type=chunk) - The discontinuation of LIBOR presents risks including volatility in applicable interest rates, potential increased borrowing costs for future financing, or unavailability/difficulty in attaining financing, which could adversely affect profitability, earnings, and cash flow[39](index=39&type=chunk) [Impact of External Factors](index=10&type=section&id=2.4_Impact_of_External_Factors) The company acknowledges ongoing disruptions from COVID-19 and the Russia-Ukraine conflict, posing significant business and financial risks [Impact of COVID-19](index=10&type=section&id=2.4.1_Impact_of_COVID-19) The COVID-19 pandemic continues to disrupt the global economy and shipping, potentially affecting business and cargo movement - The COVID-19 pandemic continues to cause substantial disruptions in the global economy and shipping industry, leading to significant volatility in financial markets and potentially negative effects on the Company's business, financial performance, and cargo movement due to quarantine checks[40](index=40&type=chunk)[41](index=41&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) - As of **March 31, 2022**, the Company evaluated the carrying amount of its **vessels** and concluded that **no impairment should be recorded or previously recognized impairment should be reversed**[42](index=42&type=chunk)[80](index=80&type=chunk) [Conflicts (Russia-Ukraine)](index=10&type=section&id=2.4.2_Conflicts_(Russia-Ukraine)) The Russia-Ukraine conflict has disrupted supply chains and caused economic instability, potentially affecting business, with **no direct operational impact** - The Russia-Ukraine conflict has disrupted supply chains and caused global economic instability, potentially increasing costs and adversely affecting the Company's business, including its ability to secure charters and financing on attractive terms[43](index=43&type=chunk)[77](index=77&type=chunk) - Currently, there is **no direct effect on the Company's operations from the Russia-Ukraine conflict**[43](index=43&type=chunk)[77](index=77&type=chunk) [Results of Operations: Three-month period ended March 31, 2022 compared to the three-month period ended March 31, 2021](index=12&type=section&id=2.5_Results_of_Operations:_Three-month_period_ended_March_31,_2022_vs_2021) The company reported a **Q1 2022** comprehensive income of **$12.1 million**, a turnaround from a **$0.8 million** loss, driven by increased revenues [Overall Performance](index=12&type=section&id=2.5.1_Overall_Performance) The company achieved a total comprehensive income of **$12.1 million** in **Q1 2022**, a significant improvement from a **$0.8 million** loss in **Q1 2021** Total Comprehensive Income/(Loss) (Q1 2022 vs Q1 2021) | Metric | March 31, 2022 | March 31, 2021 | | :------------------------------------ | :------------- | :------------- | | Total comprehensive income/(loss) | $12,083 | $(766) | | Basic & diluted income/(loss) per share | $0.59 | $(0.11) | Factors Contributing to Income Increase (Q1 2022 vs Q1 2021) | Factor | Impact ($000s) | | :------------------------------------ | :------------- | | 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 Gain on sale of bunkers, net | 1,149 | | Decrease in Interest expense and finance costs | 541 | | Increase in Gain on derivative financial instruments | 967 | | Net income and total comprehensive income for the 3-month period of 2022 | 12,083 | [Voyage Revenues](index=12&type=section&id=2.5.2_Voyage_Revenues) Voyage revenues increased by **256%** to **$18.4 million** in **Q1 2022**, driven by a **140%** rise in Daily TCE rate and an expanded fleet - Voyage revenues increased by **256%** to **$18.4 million** in **Q1 2022**, up from **$5.2 million** in **Q1 2021**[47](index=47&type=chunk) - This increase was mainly attributed to a **140%** rise in the Daily Time Charter Equivalent (TCE) rate (**$23,643** in **Q1 2022** vs. **$9,857** in **Q1 2021**) and an expanded fleet of **nine vessels** (up from **six**)[47](index=47&type=chunk) [Management & Consulting Fee Income](index=12&type=section&id=2.5.3_Management_&_Consulting_Fee_Income) The Company recognized **$90 thousand** in management & consulting fee income in **Q1 2022** from a consultancy agreement with a related party - The Company recognized **$90 thousand** in management & consulting fee income in **Q1 2022**, stemming from a consultancy agreement with Eolos Shipmanagement S.A. (a related party) entered into on **July 15, 2021**, for a daily fee of **$1,000**[48](index=48&type=chunk) [Voyage Expenses](index=12&type=section&id=2.5.4_Voyage_Expenses) Voyage expenses increased to **$0.3 million** in **Q1 2022** from **$0.1 million** in **Q1 2021**, due to higher commissions and other expenses Voyage Expenses (Q1 2022 vs Q1 2021) | In $000's | 2022 | 2021 | | :---------------- | :--- | :--- | | Commissions | 288 | 72 | | Other voyage expenses | 61 | 6 | | Total | 349 | 78 | - Voyage expenses increased to **$0.3 million** in **Q1 2022** from **$0.1 million** in **Q1 2021**, primarily due to higher commissions and other voyage expenses[49](index=49&type=chunk) [Gain on Sale of Bunkers, Net](index=12&type=section&id=2.5.5_Gain_on_Sale_of_Bunkers,_Net) A gain of approximately **$1.1 million** from bunkers was recognized in **Q1 2022**, with no such gain in **Q1 2021** - A gain of approximately **$1.1 million** from bunkers was recognized in **Q1 2022**, resulting mainly from the difference in bunker values between vessel redelivery from a previous charterer and delivery to a new charterer; no such gain was recognized in **Q1 2021**[50](index=50&type=chunk) [Vessel Operating Expenses](index=14&type=section&id=2.5.6_Vessel_Operating_Expenses) Vessel operating expenses increased to **$4.4 million** in **Q1 2022** due to fleet expansion, despite a **6%** decrease in average daily expenses - Vessel operating expenses increased to **$4.4 million** in **Q1 2022** from **$3.1 million** in **Q1 2021**, mainly due to the fleet expansion from **six** to **nine vessels**[51](index=51&type=chunk) - Average daily operating expenses decreased by **6%** to **$5,377** per vessel per day in **Q1 2022** (from **$5,698** in **Q1 2021**)[52](index=52&type=chunk) Vessel Operating Expenses Breakdown (Q1 2022 vs Q1 2021) | Category | 2022 | 2021 | | :--------------- | :--- | :--- | | Crew expenses | 49% | 52% | | Repairs and spares | 22% | 24% | | Insurance | 8% | 7% | | Stores | 13% | 11% | | Lubricants | 5% | 3% | | Other | 3% | 3% | [Depreciation](index=14&type=section&id=2.5.7_Depreciation) Depreciation charges increased to **$1.4 million** in **Q1 2022** due to fleet expansion, partly offset by a higher scrap rate - Depreciation charges increased to **$1.4 million** in **Q1 2022** from **$0.7 million** in **Q1 2021**, primarily due to the fleet expansion from **six** to **nine vessels**[53](index=53&type=chunk) - This increase was partly counterbalanced by an increase in the scrap rate in the Company's books from **$300/ton** to **$380/ton** during **Q4 2021**[53](index=53&type=chunk) [Total Administrative Expenses](index=14&type=section&id=2.5.8_Total_Administrative_Expenses) Total administrative expenses increased to **$1.1 million** in **Q1 2022** from **$0.7 million** in **Q1 2021**, partly due to new personnel - Total administrative expenses increased to **$1.1 million** in **Q1 2022** from **$0.7 million** in **Q1 2021**, partly attributed to new personnel hirings resulting from the fleet expansion[54](index=54&type=chunk) [Interest Expense and Finance Costs](index=14&type=section&id=2.5.9_Interest_Expense_and_Finance_Costs) Interest expense and finance costs decreased to **$0.4 million** in **Q1 2022** from **$0.9 million** in **Q1 2021**, due to a reduced weighted interest rate - Interest expense and finance costs decreased to **$0.4 million** in **Q1 2022** from **$0.9 million** in **Q1 2021**[55](index=55&type=chunk) - This decrease is mainly attributed to a reduction in the weighted interest rate from **8.76%** in **Q1 2021** to **4.02%** in **Q1 2022**, following the refinancing of the EnTrust loan facility with the CIT loan facility in **May 2021**[56](index=56&type=chunk) Interest Expense and Finance Costs Breakdown (Q1 2022 vs Q1 2021) | 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 | [Gain on Derivative Financial Instruments](index=14&type=section&id=2.5.10_Gain_on_Derivative_Financial_Instruments) A gain of approximately **$967 thousand** from derivative financial instruments was recognized in **Q1 2022** from an Interest Rate Swap - The Company recognized a gain of approximately **$967 thousand** from derivative financial instruments in **Q1 2022**, net of interest, resulting from an Interest Rate Swap agreement entered into on **May 10, 2021**, following the new loan facility with CIT Bank N.A[57](index=57&type=chunk) [Liquidity and Capital Resources](index=14&type=section&id=2.6_Liquidity_and_Capital_Resources) As of **March 31, 2022**, the company maintained strong liquidity with a **$50.1 million** working capital surplus and improved operating cash flow - As of **March 31, 2022**, cash and bank balances and bank deposits (including restricted cash) were **$55.5 million**, an increase from **$46.9 million** at **December 31, 2021**[58](index=58&type=chunk)[31](index=31&type=chunk) - The Company reported a working capital surplus of **$50.1 million** as of **March 31, 2022**, and was **in compliance with the covenants** in its loan agreement with CIT, indicating its **ability to operate as a going concern**[58](index=58&type=chunk)[59](index=59&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - Net cash generated from operating activities increased significantly to **$10.3 million** in **Q1 2022**, compared to **$0.4 million** in **Q1 2021**, mainly due to the increase in Voyage revenues[60](index=60&type=chunk)[32](index=32&type=chunk) - Net cash used in investing activities decreased substantially to **$15 thousand** in **Q1 2022**, compared to **$4.3 million** in **Q1 2021**, primarily due to lower advances for vessel purchases[61](index=61&type=chunk)[32](index=32&type=chunk) Net Cash Flows from Financing Activities (Q1 2022 vs Q1 2021) | In $000's | March 31, 2022 | March 31, 2021 | | :------------------------------------ | :------------- | :------------- | | 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 | [Unaudited Interim Condensed Consolidated Financial Statements](index=18&type=section&id=3_Unaudited_Interim_Condensed_Consolidated_Financial_Statements) This section presents the unaudited interim condensed consolidated financial statements, including income, balance sheet, equity, and cash flow [Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/(Loss)](index=18&type=section&id=3.1_Unaudited_Interim_Condensed_Consolidated_Statements_of_Comprehensive_Income/(Loss)) The statement shows a total comprehensive income of **$12.1 million** for **Q1 2022**, a significant improvement from a **$0.8 million** loss in **Q1 2021** Key Income Statement Figures (Q1 2022 vs Q1 2021) | Metric (in thousands of U.S. Dollars) | March 31, 2022 | March 31, 2021 | | :------------------------------------ | :------------- | :------------- | | Voyage revenues | 18,351 | 5,167 | | Management & consulting fee income | 90 | - | | Total Revenues | 18,441 | 5,167 | | Operating income | 11,466 | 103 | | Total income/(loss) for the period | 12,083 | (766) | | Basic and Diluted income/(loss) per share | 0.59 | (0.11) | [Condensed Consolidated Statements of Financial Position](index=19&type=section&id=3.2_Condensed_Consolidated_Statements_of_Financial_Position) The balance sheet as of **March 31, 2022**, shows total assets of **$195.5 million**, with equity rising and liabilities decreasing Key Balance Sheet Figures (as at March 31, 2022 vs December 31, 2021) | Metric (in thousands of U.S. Dollars) | March 31, 2022 | December 31, 2021 | | :------------------------------------ | :------------- | :---------------- | | Vessels, net | 128,610 | 130,724 | | Total non-current assets | 134,181 | 135,712 | | Cash and cash equivalents | 53,277 | 45,213 | | Total current assets | 61,349 | 49,940 | | TOTAL ASSETS | 195,530 | 185,652 | | Total equity | 158,501 | 146,418 | | Long-term borrowings, net of current portion | 25,218 | 26,438 | | Total non-current liabilities | 25,806 | 27,108 | | Current portion of long-term borrowings | 4,870 | 4,865 | | Total current liabilities | 11,223 | 12,126 | | TOTAL LIABILITIES | 37,029 | 39,234 | | TOTAL EQUITY AND LIABILITIES | 195,530 | 185,652 | [Unaudited Interim Condensed Consolidated Statements of Changes in Equity](index=20&type=section&id=3.3_Unaudited_Interim_Condensed_Consolidated_Statements_of_Changes_in_Equity) Total equity increased to **$158.5 million** as of **March 31, 2022**, primarily due to comprehensive income Changes in Equity (Q1 2022 vs Q1 2021) | Metric (in thousands of U.S. Dollars) | As at March 31, 2022 | As at January 1, 2022 | As at March 31, 2021 | As at January 1, 2021 | | :------------------------------------ | :------------------- | :-------------------- | :------------------- | :-------------------- | | Issued share capital | 82 | 82 | 42 | 12 | | Share premium | 284,406 | 284,406 | 237,954 | 195,102 | | Accumulated deficit | (125,987) | (138,070) | (153,786) | (153,020) | | Total Equity | 158,501 | 146,418 | 84,210 | 42,094 | | Total comprehensive income/(loss) for the period | 12,083 | - | (766) | - | | Issuance of new common shares (2021) | - | - | 42,999 | - | | Issuance of new common shares due to exercise of Warrants (2021) | - | - | 15 | - | | Transaction costs on issue of new common shares (2021) | - | - | (272) | - | | Share-based payments (2021) | - | - | 10 | - | [Unaudited Interim Condensed Consolidated Statements of Cash Flows](index=21&type=section&id=3.4_Unaudited_Interim_Condensed_Consolidated_Statements_of_Cash_Flows) Net cash generated from operating activities was **$10.3 million** in **Q1 2022**, with minimal investing cash use and financing activities shifting to cash usage Key Cash Flow Figures (Q1 2022 vs Q1 2021) | Metric (in thousands of U.S. Dollars) | March 31, 2022 | March 31, 2021 | | :------------------------------------ | :------------- | :------------- | | Income/(Loss) for the period | 12,083 | (766) | | 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 | | Net increase in cash and cash equivalents | 8,064 | 32,349 | | Cash and cash equivalents at the beginning of the period | 45,213 | 19,037 | | Cash and cash equivalents at the end of the period | 53,277 | 51,386 | [Notes to the Unaudited Interim Condensed Consolidated Financial Statements](index=22&type=section&id=4_Notes_to_the_Unaudited_Interim_Condensed_Consolidated_Financial_Statements) This section provides detailed notes to the unaudited interim condensed consolidated financial statements, covering accounting policies, debt, and commitments [Basis of Presentation and General Information](index=22&type=section&id=4.1_Basis_of_Presentation_and_General_Information) The interim condensed consolidated financial statements, prepared under IAS **34**, reflect a working capital surplus and debt covenant compliance - The unaudited interim condensed consolidated financial statements are prepared in accordance with IAS **34** Interim Financial Reporting[72](index=72&type=chunk) - As of **March 31, 2022**, the Company reported a working capital surplus of **$50.1 million** and was **in compliance with its debt covenants**, indicating its **ability to operate as a going concern**[75](index=75&type=chunk)[76](index=76&type=chunk) [Significant Accounting Policies and Recent Accounting Pronouncements](index=24&type=section&id=4.2_Significant_Accounting_Policies_and_Recent_Accounting_Pronouncements) **No significant changes to accounting policies** occurred in **Q1 2022**, with adopted IFRS amendments having **no financial statement impact** - **No significant changes to the Company's accounting policies** occurred in **Q1 2022**, other than the adoption of IFRS **3**, IAS **16**, IAS **37** amendments, and Annual Improvements **2018-2020**, none of which impacted the financial statements[81](index=81&type=chunk)[82](index=82&type=chunk)[87](index=87&type=chunk) - The IFRS **16** amendment for COVID-19 Related Rent Concessions (extending the practical expedient to **June 30, 2022**) also had **no impact on the Company's financial statements**[83](index=83&type=chunk)[84](index=84&type=chunk) [Cash and Cash Equivalents and Restricted Cash](index=24&type=section&id=4.3_Cash_and_Cash_Equivalents_and_Restricted_Cash) As of **March 31, 2022**, cash and cash equivalents totaled **$53.3 million**, with **$5.8 million** in restricted cash pledged for collateral Cash and Cash Equivalents (as at March 31, 2022 vs December 31, 2021) | Metric (in thousands of U.S. Dollars) | March 31, 2022 | December 31, 2021 | | :------------------------------------ | :------------- | :---------------- | | Cash on hand | 17 | 25 | | Cash at banks | 53,260 | 45,188 | | Total | 53,277 | 45,213 | - As of **March 31, 2022**, the Company had pledged **$5,766 thousand** in restricted cash to fulfill collateral requirements, with **$3,544 thousand** classified as non-current and **$2,222 thousand** as current assets[89](index=89&type=chunk) [Transactions with Related Parties](index=26&type=section&id=4.4_Transactions_with_Related_Parties) Related party transaction details remained unchanged in **Q1 2022**, except for non-executive director compensation, totaling **$80 thousand** per director - Details of the Company's transactions with related parties did not change in **Q1 2022**, as discussed in the **2021** Annual Report[90](index=90&type=chunk) - In **2022**, the Company changed the compensation of non-executive directors, with the annual service fee for each director totaling **$80 thousand**[91](index=91&type=chunk) [Vessels, Net](index=26&type=section&id=4.5_Vessels,_Net) The net book value of **vessels** decreased slightly to **$128.6 million** as of **March 31, 2022**, reflecting depreciation and amortization Vessels, Net (in thousands of U.S. Dollars) | Metric | Balance at January 1, 2022 | Additions | Depreciation & Amortization | Balance at March 31, 2022 | | :------------------------------------ | :------------------------- | :-------- | :-------------------------- | :------------------------ | | Vessels cost | 233,738 | 19 | - | 233,757 | | Vessels depreciation | (107,776) | - | (1,309) | (109,085) | | Dry docking costs | 15,927 | 127 | - | 16,054 | | Depreciation of dry-docking costs | (11,165) | - | (951) | (12,116) | | Net Book Value | 130,724 | 146 | (2,260) | 128,610 | - **No impairment or reversal of impairment was recognized** for **vessels** for both **Q1 2022** and **Q1 2021**[92](index=92&type=chunk) [Share Capital and Share Premium](index=26&type=section&id=4.6_Share_Capital_and_Share_Premium) As of **March 31, 2022**, authorized share capital remained at **$2.2 million**, with **20.6 million** common **shares** and **19.7 million** warrants outstanding Authorized Share Capital (as at March 31, 2022 vs December 31, 2021) | Category | March 31, 2022 | December 31, 2021 | | :------------------------------------ | :------------- | :---------------- | | 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 | - As of **March 31, 2022**, **20,582,301** common **shares** were issued and fully paid, and Globus' share premium amounted to **$284,406 thousand**[94](index=94&type=chunk)[97](index=97&type=chunk) - The Company had a total of **19,701,120 warrants** outstanding as of **March 31, 2022**, to purchase an aggregate of **19,701,120** common **shares**, with **no exercises during the period**[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) [Earnings/(Loss) per Share](index=28&type=section&id=4.7_Earnings/(Loss)_per_Share) Basic and diluted income per share for **Q1 2022** was **$0.59**, a significant improvement from a **$0.11** loss per share in **Q1 2021** Net Income/(Loss) per Common Share (Q1 2022 vs Q1 2021) | Metric | March 31, 2022 | March 31, 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) | - Warrants were **out-of-the-money** during **Q1 2022** and **anti-dilutive** during **Q1 2021**, and thus were not included in the computation of diluted EPS[104](index=104&type=chunk)[105](index=105&type=chunk) [Long-Term Debt, Net](index=30&type=section&id=4.8_Long-Term_Debt,_Net) As of **March 31, 2022**, total long-term debt was **$30.5 million**, primarily from the CIT loan facility, with the company **in compliance** Long-Term Debt, Net (in thousands of U.S. Dollars) | Metric | March 31, 2022 | December 31, 2021 | | :------------------------------------ | :------------- | :---------------- | | Loan Balance (Gross) | 30,500 | 31,750 | | Unamortized Debt Discount | (412) | (447) | | Total Borrowings (Net) | 30,088 | 31,303 | | Less: Current Portion (Net) | (4,870) | (4,865) | | Long-Term Portion (Net) | 25,218 | 26,438 | - In **May 2021**, the Company entered a new term loan facility for up to **$34,250 thousand** with CIT Bank N.A. to refinance existing indebtedness, bearing interest at LIBOR plus a margin of **3.75%** for three-month interest periods[110](index=110&type=chunk) - As of **March 31, 2022**, the Company was **in compliance with the loan covenants** of the CIT loan facility, including maintaining consolidated cash of **not less than $150 thousand** for each group vessel[109](index=109&type=chunk)[111](index=111&type=chunk)[113](index=113&type=chunk) Contractual Annual Loan Principal Payments to CIT Bank N.A. (subsequent to March 31, 2022) | March 31, | CIT Bank N.A. ($000s) | | :-------- | :-------------------- | | 2023 | 5,000 | | 2024 | 5,000 | | 2025 | 5,000 | | 2026 | 15,500 | | Total | 30,500 | [Share Based Payment](index=32&type=section&id=4.9_Share_Based_Payment) **No share-based payments** were made in **Q1 2022** due to a change in non-executive director compensation to cash - There were **no share-based payments** for the period from **January 1** to **March 31, 2022**, as the Company changed the compensation of non-executive directors[115](index=115&type=chunk) - For the period from **January 1** to **March 31, 2021**, non-executive director payments included **1,946** common **shares**, totaling **$10 thousand**[115](index=115&type=chunk) [Contingencies](index=32&type=section&id=4.10_Contingencies) Management is **not aware of any material claims, suits, complaints, or contingent liabilities** from ordinary shipping business - Management is **not aware of any material claims, suits, complaints, or contingent liabilities** arising in the ordinary course of the shipping business[116](index=116&type=chunk) [Commitments](index=33&type=section&id=4.11_Commitments) As of **March 31, 2022**, the company had **$10.7 million** in future lease revenues and committed **$107.8 million** for three new **vessels** Future Net Minimum Lease Revenues Receivable (in thousands of U.S. Dollars) | Period | March 31, 2022 | December 31, 2021 | | :--------------- | :------------- | :---------------- | | Within one year | 10,680 | 6,082 | | Total | 10,680 | 6,082 | - On **April 29, 2022**, the Company assumed a commitment of approximately **$37.5 million** for the construction of one new bulk carrier, and on **May 13, 2022**, committed approximately **$70.3 million** for two additional new bulk carriers, totaling approximately **$107.8 million** for three **vessels**[123](index=123&type=chunk)[124](index=124&type=chunk) - In **May 2022**, the Company paid initial installments of **$7.4 million** for the first vessel and **$13.8 million** for the two additional **vessels**[123](index=123&type=chunk)[124](index=124&type=chunk) [Fair Values](index=34&type=section&id=4.12_Fair_Values) The company measures derivative financial instruments and long-term borrowings at fair value using Level **2** inputs, with **no transfers between hierarchy levels** Fair Value of Financial Instruments (as at March 31, 2022 vs December 31, 2021) | Metric (in thousands of U.S. Dollars) | March 31, 2022 (Carrying Amount) | March 31, 2022 (Fair Value - Level 2) | December 31, 2021 (Carrying Amount) | December 31, 2021 (Fair Value - Level 2) | | :------------------------------------ | :------------------------------- | :------------------------------------ | :---------------------------------- | :--------------------------------------- | | Derivative financial instruments (non-current asset) | 1,126 | 1,126 | 417 | 417 | | Current portion of fair value of derivative financial instruments (asset) | 208 | 208 | - | - | | Current portion of fair value of derivative financial instruments (liability) | - | - | 92 | 92 | | Long-term borrowings | 30,500 | 30,899 | 31,750 | 32,155 | - Valuation techniques for derivative financial instruments (Interest Rate Swap) and long-term borrowings use discounted cash flow with a discount rate as the significant unobservable input (Level **2**)[129](index=129&type=chunk)[130](index=130&type=chunk) - There have been **no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy** during the period[131](index=131&type=chunk) [Events After the Reporting Date](index=36&type=section&id=4.13_Events_After_the_Reporting_Date) After **March 31, 2022**, the company committed to constructing three new fuel-efficient bulk carriers for **$107.8 million**, with initial installments paid - On **April 29, 2022**, the Company entered a contract for the construction and purchase of one **64,000 dwt** fuel-efficient bulk carrier for approximately **$37.5 million**, with delivery scheduled for the first half of **2024**[132](index=132&type=chunk) - On **May 13, 2022**, the Company signed two contracts for the construction and purchase of two **64,000 dwt** fuel-efficient bulk carriers for approximately **$70.3 million**, with deliveries scheduled for **Q3** and **Q4 2024**[133](index=133&type=chunk) - In **May 2022**, the Company paid initial installments of **$7.4 million** for the first vessel and **$13.8 million** for the two additional **vessels**[132](index=132&type=chunk)[133](index=133&type=chunk)
Globus Maritime(GLBS) - 2021 Q4 - Annual Report
2022-04-10 16:00
PART I [Key Information](index=6&type=section&id=Item%203.%20Key%20Information) This section outlines the principal risks associated with the company and its industry, detailing the cyclical and volatile nature of the dry bulk shipping market, competitive pressures, and the impact of global financial conditions and geopolitical events [Risk Factors](index=6&type=section&id=D.%20Risk%20Factors) The company faces significant risks from the cyclical and volatile dry bulk shipping industry, influenced by global economic conditions, vessel supply/demand balance, and geopolitical events, alongside company-specific risks like stock price volatility, potential shareholder dilution, and restrictive debt covenants - The international dry bulk shipping industry is characterized by **high volatility and cyclicality** in charter rates, vessel values, and profitability, driven by supply and demand for vessel capacity and cargo[36](index=36&type=chunk)[44](index=44&type=chunk) - Pandemics like COVID-19 and geopolitical conflicts, such as the one in Ukraine, create **significant operational difficulties**, disrupt supply chains, and introduce unpredictable consequences for demand, charter rates, and the company's financial outlook[56](index=56&type=chunk)[117](index=117&type=chunk) - The company's **stock price has been highly volatile**, with significant fluctuations that may not align with business developments. The closing price in 2021 ranged from a high of **$7.46** to a low of **$1.98**[132](index=132&type=chunk)[133](index=133&type=chunk) - Restrictive covenants in the company's loan agreements may **limit liquidity and corporate activities**, such as paying dividends, incurring additional debt, or selling assets. A default under one loan could trigger cross-defaults under other financing arrangements[151](index=151&type=chunk)[156](index=156&type=chunk) [Information on the Company](index=43&type=section&id=Item%204.%20Information%20on%20the%20Company) Globus Maritime Limited is an integrated dry bulk shipping company providing worldwide marine transportation services, with details on its history, fleet, chartering strategy, customer base, competitive landscape, and complex regulatory environment [History and Development of the Company](index=43&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company, incorporated in 2006 and redomiciled to the Marshall Islands in 2010, has undergone several reverse stock splits and engaged in numerous capital-raising activities, including public offerings and the acquisition of three Kamsarmax vessels in 2021 - The company has executed multiple reverse stock splits to manage its share price and maintain listing compliance, including a **1-for-4 split in 2016**, a **1-for-10 split in 2018**, and a **1-for-100 split in October 2020**[246](index=246&type=chunk)[260](index=260&type=chunk) - Throughout 2020 and 2021, the company **raised significant capital** through a series of public and registered direct offerings of common shares and warrants, substantially increasing its shares outstanding and strengthening its balance sheet[250](index=250&type=chunk)[255](index=255&type=chunk)[257](index=257&type=chunk) - In 2021, the company expanded its fleet by acquiring three Kamsarmax vessels: **m/v Diamond Globe for $27 million**, **m/v Power Globe for $16.2 million**, and **m/v Orion Globe for $28.4 million**, all financed with available cash[271](index=271&type=chunk)[272](index=272&type=chunk)[273](index=273&type=chunk) - In May 2021, the company secured a **new loan facility of $34.25 million from CIT Bank N.A.** to repay its existing, higher-interest EnTrust Loan Facility[268](index=268&type=chunk) [Business Overview](index=47&type=section&id=B.%20Business%20Overview) Globus Maritime operates a fleet of nine dry bulk vessels with a total carrying capacity of 626,257 dwt and a weighted average age of 10.2 years, employing a mix of short-term and longer-term charters while navigating intense competition and extensive international, EU, and U.S. regulations Fleet Composition as of December 31, 2021 | Vessel | Year Built | Vessel Type | Carrying Capacity (dwt) | | :--- | :--- | :--- | :--- | | m/v River Globe | 2007 | Supramax | 53,627 | | m/v Sky Globe | 2009 | Supramax | 56,855 | | m/v Star Globe | 2010 | Supramax | 56,867 | | m/v Moon Globe | 2005 | Panamax | 74,432 | | m/v Sun Globe | 2007 | Supramax | 58,790 | | m/v Galaxy Globe | 2015 | Kamsarmax | 81,167 | | m/v Diamond Globe | 2018 | Kamsarmax | 82,027 | | m/v Power Globe | 2011 | Kamsarmax | 80,655 | | m/v Orion Globe | 2015 | Kamsarmax | 81,837 | | **Total** | | | **626,257** | - The company's chartering strategy is to employ its vessels on a **mix of short-term/spot market contracts and longer-term time charters** to balance stable cash flow with the ability to capitalize on market upswings[279](index=279&type=chunk) - The company's operations are subject to extensive regulation, including the **IMO's global 0.5% sulphur cap on marine fuels**, which came into force on January 1, 2020. The company's vessels comply by using more expensive low-sulphur fuel as they are not equipped with scrubbers[347](index=347&type=chunk) - The company must comply with the **Ballast Water Management (BWM) Convention**, which entered into force in September 2017 and requires vessels to have systems to manage ballast water and prevent the spread of harmful aquatic organisms[357](index=357&type=chunk) [Operating and Financial Review and Prospects](index=65&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section provides a detailed analysis of the company's financial performance and condition, highlighting a significant turnaround in 2021 with increased operating income driven by higher charter rates, strengthened liquidity from equity offerings, and an overview of debt facilities and market trends [Operating Results](index=66&type=section&id=A.%20Operating%20Results) The company's operating results dramatically improved in 2021, with voyage revenues increasing by 266% to $43.2 million and an operating income of $17.9 million, driven by a surge in average daily Time Charter Equivalent (TCE) rates and a larger fleet Key Operational Metrics (2019-2021) | Metric | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Ownership days | 2,594 | 1,894 | 1,825 | | Available days | 2,531 | 1,778 | 1,788 | | Operating days | 2,477 | 1,733 | 1,756 | | Fleet utilization | 97.9% | 97.5% | 98.2% | | Average number of vessels | 7.1 | 5.2 | 5.0 | | Daily TCE rate | $16,627 | $5,210 | $7,564 | Results of Operations (in thousands of U.S. Dollars) | Line Item | 2021 | 2020 | | :--- | :--- | :--- | | Voyage revenues | 43,211 | 11,753 | | Vessel operating expenses | (13,808) | (8,581) | | Impairment loss | — | (4,615) | | **Operating income/(loss)** | **17,944** | **(11,423)** | | Interest expense and finance costs | (3,262) | (4,155) | | **TOTAL INCOME/(LOSS) FOR THE YEAR** | **14,950** | **(17,372)** | - **Voyage revenues increased by 266% in 2021** compared to 2020, primarily due to a **significant increase in average Time Charter Equivalent (TCE) rates**[501](index=501&type=chunk) - **Daily vessel operating expenses increased by 18% in 2021 to $5,325**, mainly attributed to **higher crew-related costs**, including more frequent repatriations and COVID-19 compliance measures[503](index=503&type=chunk) [Liquidity and Capital Resources](index=88&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved, with unrestricted cash and cash equivalents increasing to $45.2 million at year-end 2021, driven by cash from operations and $77.4 million in net cash from financing activities, primarily from equity offerings totaling $89.6 million, and a new $34.25 million loan facility with CIT Bank N.A. Cash Flow Summary (in millions of U.S. Dollars) | Cash Flow Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 20.8 | (6.2) | | Net Cash Used In Investing Activities | (72.0) | (18.5) | | Net Cash from Financing Activities | 77.4 | 41.5 | | **Unrestricted Cash at Year End** | **45.2** | **19.0** | - In May 2021, the company entered into a **new loan facility with CIT Bank N.A. for up to $34.25 million**, bearing interest at **LIBOR plus 3.75%**. The proceeds were used to repay the outstanding balance of the higher-cost EnTrust Loan Facility[547](index=547&type=chunk)[576](index=576&type=chunk) - The CIT Loan Facility contains several financial covenants, including a **minimum liquidity requirement of $500,000 per mortgaged ship**, a **maximum leverage ratio of 0.75:1.00**, and **restrictions on dividend payments**[584](index=584&type=chunk)[587](index=587&type=chunk) - **Working capital improved to a surplus of $37.8 million** as of December 31, 2021, compared to a surplus of $9.2 million as of December 31, 2020[554](index=554&type=chunk) [Trend Information](index=94&type=section&id=D.%20Trend%20Information) The dry bulk shipping market experienced significant volatility and a strong recovery in 2021, with demand growth outpacing fleet supply growth, though the market remains cyclical and subject to global economic trends and geopolitical events like the Russia-Ukraine conflict - The **Baltic Dry Index (BDI) was highly volatile in 2021**, ranging from a low of **1,303** to a high of **5,650**, reflecting a strong recovery in the dry bulk market[600](index=600&type=chunk)[602](index=602&type=chunk) - In 2021, **demand growth for dry bulk vessels (4.1%) outpaced supply growth (3.6%)**, contributing to the significant increase in the BDI[601](index=601&type=chunk) - The **conflict between Russia and Ukraine is expected to cause significant volatility and uncertainty** in the dry bulk market, potentially shifting trade routes for grain and coal, which could increase ton-mile demand[604](index=604&type=chunk) - The **dry bulk orderbook stands at a relatively low 6.7% of the world's total fleet**, which may provide support for charter rates going forward[605](index=605&type=chunk) [Directors, Senior Management and Employees](index=95&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section provides information on the company's leadership and governance structure, including the staggered board of directors, key personnel, executive compensation primarily managed through a consultancy agreement with an affiliate of the CEO, and the company's equity incentive plan - The company's senior leadership includes **Georgios Feidakis as Chairman** and his son, **Athanasios Feidakis, as President, CEO, and CFO**[608](index=608&type=chunk)[609](index=609&type=chunk) - Executive compensation for the CEO is structured through a consultancy agreement with Goldenmare Limited, an affiliated company. In December 2020, the annual fee was increased to **€400,000**, and a one-time cash bonus of **$1.5 million** was approved. Another **$1.5 million bonus** was approved in December 2021[615](index=615&type=chunk) - The **Board of Directors is classified into three staggered three-year terms**. It has established an **Audit Committee, a Remuneration Committee, and a Nomination Committee**[607](index=607&type=chunk)[624](index=624&type=chunk) - The company has a **2012 Equity Incentive Plan (EIP) authorizing up to 100,000 common shares** for awards like stock options and restricted stock to directors, officers, and employees[631](index=631&type=chunk)[633](index=633&type=chunk) [Major Shareholders and Related Party Transactions](index=100&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details the ownership structure and transactions with related parties, highlighting the significant voting control held by the CEO through Series B preferred shares and outlining key related party agreements such as office leases and consultancy services - The CEO, Athanasios Feidakis, **controls 49.99% of the company's voting power** via Goldenmare Limited's ownership of **10,300 Series B preferred shares**, which have **25,000 votes per share**, subject to a **49.99% aggregate voting cap**[656](index=656&type=chunk)[692](index=692&type=chunk) Major Shareholders as of April 11, 2022 | Name of Beneficial Owner | Number of common shares beneficially owned | Percentage of common shares beneficially owned | | :--- | :--- | :--- | | Armistice Capital, LLC | 1,200,000 | 5.8% | | Intracoastal Capital LLC | 1,959,250 | 8.7% | | Lind Global Macro Fund, LP | 2,241,200 | 9.8% | | Hudson Bay Master Fund Ltd. | 2,283,475 | 9.99% | | George Feidakis (Chairman) | 761,530 | 3.7% | - The company leases its office space from Cyberonica S.A., an affiliate of the Chairman. In August 2021, a new agreement was signed, increasing the space and the monthly rent to **€26,000**[659](index=659&type=chunk) - The company has a **consultancy agreement with Goldenmare Limited**, an affiliate of the CEO, for advisory services. The agreement includes an **annual fee of €400,000** and provisions for significant one-time bonuses[665](index=665&type=chunk) [Financial Information](index=104&type=section&id=Item%208.%20Financial%20Information) This section confirms the inclusion of consolidated financial statements under Item 18, notes the absence of significant legal proceedings, and discusses the company's dividend policy, which has not involved common share dividends since 2012 due to board discretion and loan agreement restrictions - The company has **not paid any dividends on its common shares since 2012**[672](index=672&type=chunk) - The declaration and payment of any future dividends are at the discretion of the board of directors and are **restricted by covenants in the CIT Loan Facility**[671](index=671&type=chunk)[679](index=679&type=chunk) - The company has **not been involved in any legal proceedings** that have had or may have a significant effect on its business or financial position[670](index=670&type=chunk) [Additional Information](index=105&type=section&id=Item%2010.%20Additional%20Information) This section details the company's corporate governance and legal framework, including its authorized share capital with significant voting power concentrated in Series B preferred stock, anti-takeover provisions, and a detailed analysis of U.S. federal income tax considerations, including the Section 883 exemption and PFIC risks - The company's capital structure includes **common shares (1 vote)**, **Class B common shares (20 votes, none outstanding)**, and **Series B preferred shares (25,000 votes, capped at 49.99% of total voting power)**[686](index=686&type=chunk)[692](index=692&type=chunk) - The company has **several anti-takeover provisions**, including a **classified board of directors**, the ability to issue **'blank check' preferred stock**, and **advance notice requirements for shareholder proposals**[713](index=713&type=chunk)[717](index=717&type=chunk)[718](index=718&type=chunk) - The company believes its income from international shipping was **exempt from U.S. federal income tax in 2021 under Section 883 of the Internal Revenue Code** by satisfying the 'Publicly Traded Test'[1100](index=1100&type=chunk)[766](index=766&type=chunk) - There is a risk that the company could be classified as a **Passive Foreign Investment Company (PFIC)**, which would result in adverse U.S. federal income tax consequences for U.S. shareholders. The company believes it should not be treated as a PFIC based on its current operations[224](index=224&type=chunk)[775](index=775&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=127&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to several market risks, primarily interest rate risk from floating-rate debt, currency risk from operating expenses in foreign currencies, and commodity risk related to fluctuating fuel prices - The company is exposed to **interest rate risk from its floating-rate debt**. A **1.0% increase in LIBOR would increase interest expense by approximately $0.3 million in 2022**[796](index=796&type=chunk)[799](index=799&type=chunk)[800](index=800&type=chunk) - The company faces **foreign currency risk** as it generates revenues in U.S. dollars but incurs some operating expenses in other currencies. It does not currently use financial derivatives to hedge this risk[801](index=801&type=chunk)[802](index=802&type=chunk) - **Commodity risk is present due to fluctuating fuel prices**, which can adversely affect profitability, especially for vessels not on time charter where the charterer bears the fuel cost[803](index=803&type=chunk) PART II [Material Modifications to the Rights of Security Holders and Use of Proceeds](index=128&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This section highlights the material impact of the Series B preferred shares on the rights of common shareholders, as these shares, held by an affiliate of the CEO, grant the holder up to 49.99% of the total voting power, thereby giving substantial control over corporate matters - The **Series B preferred shares**, held by an affiliate of the CEO, grant the holder **up to 49.99% of the company's total voting power**, giving it **substantial control over corporate matters** and limiting the influence of common shareholders[808](index=808&type=chunk)[809](index=809&type=chunk)[810](index=810&type=chunk) [Controls and Procedures](index=129&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2021, with an unqualified attestation report from the independent registered public accounting firm - Management concluded that the company's **disclosure controls and procedures were effective as of December 31, 2021**[819](index=819&type=chunk)[821](index=821&type=chunk) - Based on the COSO 2013 framework, management determined that the company's **internal control over financial reporting was effective as of December 31, 2021**[824](index=824&type=chunk) - The **independent registered public accounting firm issued an unqualified attestation report** on the effectiveness of the company's internal control over financial reporting[825](index=825&type=chunk)[826](index=826&type=chunk) [Corporate Governance](index=130&type=section&id=Item%2016.%20Corporate%20Governance) This section outlines the company's corporate governance practices, including the designation of an audit committee financial expert, adoption of a code of ethics, fees paid to the principal accountant, and the company's adherence to home country practices as a foreign private issuer, which exempts it from certain Nasdaq rules - The Board of Directors has designated **Ioannis Kazantzidis as the audit committee financial expert**[829](index=829&type=chunk) Principal Accountant Fees (in thousands of U.S. Dollars) | Fee Category | 2021 | 2020 | | :--- | :--- | :--- | | Audit Fees | $327.1 | $363.6 | | Tax Fees | $6.85 | $5.0 | | **Total** | **$333.95** | **$368.6** | - As a foreign private issuer, the company is **exempt from certain Nasdaq corporate governance requirements**, including having a majority-independent board and obtaining shareholder approval for all equity issuances[841](index=841&type=chunk) PART III [Financial Statements](index=132&type=section&id=Item%2018.%20Financial%20Statements) This section contains the audited consolidated financial statements for Globus Maritime Limited for the fiscal year ended December 31, 2021, including the Independent Registered Public Accounting Firm's unqualified opinion on both the financial statements and internal control over financial reporting, along with key financial statements and detailed notes Consolidated Statement of Financial Position (in thousands of U.S. Dollars) | | Dec 31, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | **ASSETS** | | | | Total non-current assets | 135,712 | 64,160 | | Total current assets | 49,940 | 22,281 | | **TOTAL ASSETS** | **185,652** | **86,441** | | **EQUITY AND LIABILITIES** | | | | Total equity | 146,418 | 42,094 | | Total non-current liabilities | 27,108 | 31,285 | | Total current liabilities | 12,126 | 13,062 | | **TOTAL EQUITY AND LIABILITIES** | **185,652** | **86,441** | Consolidated Statement of Comprehensive Income/(Loss) (in thousands of U.S. Dollars) | | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Voyage revenues | 43,211 | 11,753 | 15,623 | | Operating income/(loss) | 17,944 | (11,423) | (33,649) | | **TOTAL INCOME/(LOSS) FOR THE YEAR** | **14,950** | **(17,372)** | **(36,351)** | | **Basic and Diluted EPS (U.S.$)** | **1.01** | **(18.11)** | **(873.36)** |
Globus Maritime(GLBS) - 2021 Q3 - Quarterly Report
2021-11-29 16:00
Exhibit 99.2 GLOBUS MARITIME LIMITED MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is a discussion of our financial condition and results of operations for the nine-month periods ended September 30, 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 c ...
Globus Maritime(GLBS) - 2020 Q4 - Annual Report
2021-03-28 16:00
PART I [Key Information](index=7&type=section&id=Item%203.%20Key%20Information) This section provides a five-year summary of the company's financial and operating data, highlighting significant revenue volatility, persistent net losses, and a substantial decline in Time Charter Equivalent (TCE) rates in 2020 [Selected Financial Data](index=7&type=section&id=A.%20Selected%20Financial%20Data) The company's financial performance from 2016 to 2020 shows significant volatility. Voyage revenues peaked in 2018 at **$17.4 million** and declined to **$11.8 million** in 2020. The company has reported comprehensive losses each year, with a particularly large loss of **$36.4 million** in 2019 due to a major impairment charge. Adjusted EBITDA was positive from 2017 to 2019 but turned negative in 2020 at (**$3.1 million**). Operationally, the daily Time Charter Equivalent (TCE) rate decreased significantly from **$9,213** in 2018 to **$5,210** in 2020 Consolidated Statement of Comprehensive Loss (2016-2020) | Indicator | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Voyage revenues** | $11.8M | $15.6M | $17.4M | $13.9M | $8.4M | | **Operating loss** | ($11.4M) | ($33.6M) | ($1.4M) | ($4.0M) | ($7.2M) | | **Total comprehensive loss** | ($17.4M) | ($36.4M) | ($3.6M) | ($6.5M) | ($9.8M) | | **Impairment loss** | $4.6M | $29.9M | - | - | - | | **Basic loss per share** | ($18.11) | ($873.36) | ($111.61) | ($251.83) | ($3,827.26) | | **Adjusted EBITDA** | ($3.1M) | $2.7M | $4.3M | $1.7M | ($3.5M) | Key Operational Data (2016-2020) | Indicator | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Fleet utilization** | 97.5% | 98.2% | 98.2% | 97.6% | 97.1% | | **Average number of vessels** | 5.2 | 5.0 | 5.0 | 5.0 | 5.2 | | **Daily time charter equivalent (TCE) rate** | $5,210 | $7,564 | $9,213 | $6,993 | $3,962 | | **Daily operating expenses** | $4,531 | $4,867 | $5,438 | $5,005 | $4,553 | Consolidated Statements of Cash Flows Data (2016-2020) | Indicator | 2020 | 2019 | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Net cash from operating activities** | ($6.2M) | $213 | $3.9M | $631 | ($3.6M) | | **Net cash from investing activities** | ($18.5M) | ($20) | ($126) | ($263) | $362 | | **Net cash from financing activities** | $41.5M | $2.1M | ($6.4M) | $2.2M | $1.4M | [Risk Factors](index=10&type=section&id=D.%20Risk%20Factors) The company faces significant risks from the volatile and cyclical nature of the dry bulk shipping industry, including fluctuating charter rates and vessel values, intense competition, and the impact of global events like pandemics and financial market disruptions - The international dry bulk shipping industry is characterized as cyclical and highly volatile, with charter rates, vessel values, and profitability subject to significant fluctuations based on supply and demand for vessel capacity[60](index=60&type=chunk) - The Baltic Dry Index (BDI), a key market benchmark, has been volatile and remains significantly below its **2008** peak. In **2020**, the BDI fell to a low of **407** before recovering to a high of **2,020**[64](index=64&type=chunk) - The COVID-19 pandemic negatively impacted **2020** voyage revenues, which decreased by **24%** year-over-year, and triggered a vessel impairment assessment resulting in a **$4.6 million** loss in Q1 **2020**[125](index=125&type=chunk) - The company's stock price has been highly volatile, with the closing price ranging from a peak of **$109.00** to a low of **$5.68** in **2020**, representing a **94.8%** decrease[139](index=139&type=chunk) - The company faces significant potential dilution from a large number of outstanding warrants. As of the report date, warrants to purchase over **9.7 million** common shares were outstanding from various offerings[141](index=141&type=chunk) - The company received a delisting notice from Nasdaq in March **2020** for failing to meet the **$1.00** minimum bid price requirement. It regained compliance in November **2020** after effecting a **1-for-100** reverse stock split[162](index=162&type=chunk) [Information on the Company](index=51&type=section&id=Item%204.%20Information%20on%20the%20Company) Globus Maritime is an integrated dry bulk shipping company operating a fleet of six vessels, detailing its corporate history, equity offerings, and the issuance of high-vote Series B preferred shares to an entity controlled by the CEO [History and Development of the Company](index=51&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company has undergone significant corporate and capital structure changes, including three reverse stock splits and multiple equity offerings in **2020-2021**, notably issuing high-vote Series B preferred shares to an entity controlled by the CEO - The company has executed multiple reverse stock splits to maintain its Nasdaq listing, including a **1-for-100** reverse stock split on October **21**, **2020**[256](index=256&type=chunk)[245](index=245&type=chunk)[240](index=240&type=chunk) - In **2020** and early **2021**, the company completed a series of public offerings and private placements, issuing a significant number of common shares and warrants to raise capital[247](index=247&type=chunk)[249](index=249&type=chunk)[250](index=250&type=chunk) - The company issued a total of **10,300** Series B preferred shares to Goldenmare Limited, an entity controlled by CEO Athanasios Feidakis. Each share carries **25,000** votes, subject to a **49.99%** aggregate voting power cap for the holder[257](index=257&type=chunk)[258](index=258&type=chunk)[259](index=259&type=chunk) - The company is expanding its fleet, having purchased one Kamsarmax vessel in October **2020** and entered into agreements to acquire two additional Kamsarmax vessels in early **2021**[263](index=263&type=chunk)[265](index=265&type=chunk)[266](index=266&type=chunk) [Business Overview](index=56&type=section&id=B.%20Business%20Overview) Globus Maritime is an integrated dry bulk shipping company providing worldwide marine transportation services with a fleet of six vessels, employing a flexible chartering strategy in a highly competitive market subject to extensive environmental and safety regulations Fleet Composition as of December 31, 2020 | Vessel | Year Built | Vessel Type | Carrying Capacity (dwt) | | :--- | :--- | :--- | :--- | | m/v River Globe | 2007 | Supramax | 53,627 | | m/v Sky Globe | 2009 | Supramax | 56,855 | | m/v Star Globe | 2010 | Supramax | 56,867 | | m/v Moon Globe | 2005 | Panamax | 74,432 | | m/v Sun Globe | 2007 | Supramax | 58,790 | | m/v Galaxy Globe | 2015 | Kamsarmax | 81,167 | | **Total** | | | **381,738** | - The company's chartering strategy is to employ its vessels on a mix of spot market, bareboat, and time charters to balance cash flow stability with exposure to market upswings. As of the report filing date, all vessels were employed on time charters[273](index=273&type=chunk)[275](index=275&type=chunk) - The company's operations are subject to numerous complex laws and regulations, including the IMO's global **0.5%** sulphur cap on marine fuels which came into force on January **1**, **2020**, and upcoming ballast water management system requirements[89](index=89&type=chunk)[343](index=343&type=chunk)[351](index=351&type=chunk) Next Scheduled Drydocking and Special Surveys | Vessel Name | Drydocking | Special Survey | | :--- | :--- | :--- | | m/v River Globe | Dec 2022 | Dec 2022 | | m/v Sky Globe | Jan 2023 | Nov 2024 | | m/v Star Globe | Aug 2023 | May 2025 | | m/v Moon Globe | Dec 2023 | Nov 2025 | | m/v Sun Globe | Aug 2022 | Aug 2022 | | m/v Galaxy Globe | Oct 2023 | Oct 2025 | [Operating and Financial Review and Prospects](index=81&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section details the company's financial performance and condition, highlighting a **24%** decrease in **2020** voyage revenues, a narrowed operating loss due to a smaller impairment charge, and dramatically improved liquidity driven by **$41.5 million** in net cash from financing activities [Operating Results](index=81&type=section&id=A.%20Operating%20Results) In **2020**, voyage revenues fell **24%** to **$11.8 million** from **$15.6 million** in **2019**, driven by a sharp decline in average TCE rates to **$5,210**/day. The operating loss improved to **$11.4 million** from **$33.6 million** in **2019**, largely due to a smaller impairment loss of **$4.6 million** compared to **$29.9 million** in the prior year Year-over-Year Performance Comparison (2019-2020) | Metric | 2020 | 2019 | Change | Reason | | :--- | :--- | :--- | :--- | :--- | | Voyage Revenues | $11.8M | $15.6M | -24% | Decrease in average TCE rates | | Operating Loss | ($11.4M) | ($33.6M) | +66% | Smaller impairment loss ($4.6M vs $29.9M) | | Impairment Loss | $4.6M | $29.9M | -85% | Vessel recoverable amounts were lower than carrying amounts in both periods | | Admin Expenses (Related Parties) | $1.9M | $0.4M | +375% | One-time cash bonus of $1.5M to CEO's consultant firm | Year-over-Year Performance Comparison (2018-2019) | Metric | 2019 | 2018 | Change | Reason | | :--- | :--- | :--- | :--- | :--- | | Voyage Revenues | $15.6M | $17.4M | -10% | Decrease in average TCE rates | | Operating Loss | ($33.6M) | ($1.4M) | -2300% | Recognition of a $29.9M impairment loss | | Impairment Loss | $29.9M | $0 | N/A | Vessel recoverable amounts fell below carrying amounts | - The company's critical accounting policy for impairment of long-lived assets involves estimating a vessel's recoverable amount based on the greater of its fair value less costs to sell or its value-in-use, calculated using discounted future cash flows. This assessment led to significant impairment charges of **$4.6 million** in **2020** and **$29.9 million** in **2019**[509](index=509&type=chunk)[510](index=510&type=chunk)[514](index=514&type=chunk) [Liquidity and Capital Resources](index=103&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity significantly improved in **2020**, with cash and cash equivalents rising to **$19.0 million** from **$2.4 million** in **2019**, primarily driven by **$41.5 million** in net cash generated from financing activities Liquidity Position Comparison | Metric | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $19.0M | $2.4M | | Restricted cash | $2.1M | $2.4M | | Working Capital | $9.2M | ($3.2M) | | Total Debt Outstanding (Gross) | $36.6M | $41.1M | - Net cash generated from financing activities was **$41.5 million** in **2020**, consisting of **$49.3 million** in proceeds from share issuances, offset by debt repayments, interest payments, and transaction costs[541](index=541&type=chunk) - The company's primary debt is the EnTrust Loan Facility, which had an outstanding balance of **$37 million** as of year-end **2020**. The facility contains various financial covenants, including minimum liquidity requirements, with which the company was in compliance[555](index=555&type=chunk)[561](index=561&type=chunk)[570](index=570&type=chunk) - In early **2021**, the company entered into agreements to purchase two Kamsarmax vessels for a total potential cost of up to **$43.5 million**. It also arranged a new loan facility of up to **$34.25 million** to potentially repay the EnTrust facility and for general corporate purposes[530](index=530&type=chunk)[531](index=531&type=chunk)[532](index=532&type=chunk) [Directors, Senior Management and Employees](index=110&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's leadership, compensation, and board structure, highlighting the CEO's compensation through a consultancy agreement with Goldenmare Limited, which received a significant one-time bonus of **$1.5 million** in **2020** - Athanasios Feidakis serves as the President, CEO, and CFO. He is the son of the company's founder and Chairman of the Board, Georgios Feidakis[585](index=585&type=chunk)[586](index=586&type=chunk)[590](index=590&type=chunk) - CEO compensation is paid via a consultancy agreement with Goldenmare Limited, an affiliated company. In December **2020**, the annual fee was increased from **€200,000** to **€400,000**, and a one-time cash bonus of **$1.5 million** was awarded[592](index=592&type=chunk) Aggregate Remuneration (2018-2020) | Recipient | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Executive Officer (CEO)** | ~$1.8M | ~$224K | ~$235K | | **Non-Executive Directors (Cash)** | $311K | ~$30K | $70K | - The company has a classified board of directors serving staggered three-year terms. It maintains an Audit Committee, a Remuneration Committee, and a Nomination Committee[584](index=584&type=chunk)[600](index=600&type=chunk) [Major Shareholders and Related Party Transactions](index=117&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) As of March **2021**, the company's chairman, Georgios Feidakis, beneficially owned less than **1%** of common shares, while an entity controlled by the CEO holds Series B preferred shares granting up to **49.99%** of total voting power, ensuring substantial control - As of March **26**, **2021**, Chairman George Feidakis's beneficial ownership of common shares had decreased to less than **1.0%**, down from **22.1%** reported in the previous year's filing[625](index=625&type=chunk)[627](index=627&type=chunk) - CEO Athanasios Feidakis controls Goldenmare Limited, which owns **10,300** Series B preferred shares. These shares provide Goldenmare with up to **49.99%** of the company's total voting power, giving it substantial control over shareholder matters[628](index=628&type=chunk) - The company has a consultancy agreement with Goldenmare Limited, an affiliate of the CEO, for his services. In **2020**, this agreement was amended to increase the annual fee to **€400,000** and grant a one-time **$1.5 million** bonus[636](index=636&type=chunk) - The company maintains a credit facility with Firment Shipping Inc., an affiliate of the Chairman. The facility was fully repaid in July **2020**, but **$14.2 million** remained available to be drawn as of year-end **2020**[632](index=632&type=chunk)[633](index=633&type=chunk) [Additional Information](index=121&type=section&id=Item%2010.%20Additional%20Information) This section details the company's corporate structure, including its authorized capital of **500 million** common shares and **100 million** preferred shares, highlighting the multi-class stock structure with Series B preferred shares granting significant control to the CEO's affiliate - The company has a multi-class stock structure. Common shares have one vote per share. Series B preferred shares, of which **10,300** are outstanding, have **25,000** votes per share[653](index=653&type=chunk)[656](index=656&type=chunk) - The voting power of the Series B preferred shares is capped, such that the holder cannot exercise votes exceeding **49.99%** of the total votes eligible to be cast on any matter[660](index=660&type=chunk)[681](index=681&type=chunk) - The company's articles of incorporation contain several anti-takeover provisions, including a classified board of directors, the ability to issue 'blank check' preferred shares without shareholder approval, and advance notice requirements for shareholder proposals and director nominations[679](index=679&type=chunk)[683](index=683&type=chunk)[684](index=684&type=chunk) - The company believes it should not be treated as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, based on its position that income from time charters constitutes services income rather than passive rental income[734](index=734&type=chunk)[735](index=735&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=142&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk exposure is to interest rate fluctuations, as its main debt facility, the EnTrust Loan Facility with a **$37 million** balance at year-end **2020**, bears interest at a floating rate (LIBOR plus **8.5%**) - The company is exposed to interest rate risk through its EnTrust Loan Facility, which had a **$37 million** outstanding balance as of December **31**, **2020**, and bears interest at LIBOR plus **8.5%**[758](index=758&type=chunk)[560](index=560&type=chunk) Sensitivity to 1.0% Increase in LIBOR | Year | Additional Interest Expense | | :--- | :--- | | 2021 | $0.4 million | | 2022 | $0.2 million | - The company faces foreign currency risk as it generates revenues in U.S. dollars but incurs a portion of its operating expenses in other currencies. It does not currently hedge this exposure[766](index=766&type=chunk)[767](index=767&type=chunk) PART II [Material Modifications to the Rights of Security Holders and Use of Proceeds](index=144&type=section&id=Item%2014.%20Material%20Modifications%20to%20the%20Rights%20of%20Security%20Holders%20and%20Use%20of%20Proceeds) This section highlights that the rights of common shareholders have been materially modified by the issuance of Series B preferred shares, which carry superior voting rights (**25,000** votes per share), granting the holder up to **49.99%** of the company's total voting power - The issuance of **10,300** Series B preferred shares has materially modified the rights of common shareholders by concentrating significant voting power with a single holder[772](index=772&type=chunk)[773](index=773&type=chunk) - Each Series B preferred share has **25,000** votes, but the holder's total voting power is capped at **49.99%** of all eligible votes. This gives an entity affiliated with the CEO substantial control over management and corporate transactions[773](index=773&type=chunk)[774](index=774&type=chunk) - The Series B preferred shares have no dividend rights and a liquidation preference limited to their par value (**$0.001** per share), meaning their value is almost entirely derived from their voting power[777](index=777&type=chunk)[778](index=778&type=chunk) [Controls and Procedures](index=145&type=section&id=Item%2015.%20Controls%20and%20Procedures) The company's management, including the CEO and CFO, evaluated the effectiveness of its disclosure controls and procedures as of December **31**, **2020**, concluding that these controls were effective, and also determined internal control over financial reporting to be effective - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of December **31**, **2020**[781](index=781&type=chunk)[783](index=783&type=chunk) - Based on an assessment using the COSO **2013** framework, management determined that the company's internal control over financial reporting was effective as of December **31**, **2020**[785](index=785&type=chunk) [Corporate Governance and Other Matters](index=146&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) This section covers various governance and compliance topics, including the designation of Ioannis Kazantzidis as the audit committee financial expert, the adoption of a code of ethics, and principal accountant fees totaling **$368,600** in **2020**, a significant increase from **$114,700** in **2019** - The Board of Directors has determined that Ioannis Kazantzidis is the audit committee financial expert and is independent under SEC and Nasdaq rules[789](index=789&type=chunk) Principal Accountant Fees (Ernst & Young) | Service Category | 2020 | 2019 | | :--- | :--- | :--- | | Audit Fees | $363.6K | $109.7K | | Tax Fees | $5K | $5K | | **Total** | **$368.6K** | **$114.7K** | - As a foreign private issuer, the company is exempt from certain Nasdaq corporate governance standards. For example, its board of directors is not comprised of a majority of independent directors, and it does not require shareholder approval for all share issuances, instead complying with Marshall Islands law[802](index=802&type=chunk) PART III [Financial Statements](index=148&type=section&id=Item%2018.%20Financial%20Statements) The audited consolidated financial statements for the year ended December **31**, **2020**, prepared in accordance with IFRS, are presented, with the independent auditor's report highlighting the impairment of vessels as a Critical Audit Matter due to significant judgment in forecasting future charter rates - The independent auditor, Ernst & Young, identified the 'Impairment of vessels' as a Critical Audit Matter due to the complex judgments and subjective assumptions required, particularly in forecasting future charter rates for non-contracted revenue days[830](index=830&type=chunk)[832](index=832&type=chunk) - The company's going concern status, which was in doubt at year-end **2019** due to a working capital deficit and liquidity concerns, was resolved during **2020** through multiple follow-on equity offerings that provided additional liquidity[845](index=845&type=chunk)[846](index=846&type=chunk)[848](index=848&type=chunk) - Subsequent to year-end **2020**, the company continued to raise capital, completing two additional equity offerings in January and February **2021**, and entered into agreements to acquire two more Kamsarmax vessels[1052](index=1052&type=chunk)[1054](index=1054&type=chunk)[1057](index=1057&type=chunk)
Globus Maritime(GLBS) - 2019 Q4 - Annual Report
2020-03-31 22:05
PART I [Item 3. Key Information](index=7&type=section&id=Item%203.%20Key%20Information) This section presents five-year financial and operational data, highlighting a significant net loss, impairment, and extensive industry and company-specific risks, including going concern doubts [Selected Financial Data](index=7&type=section&id=A.%20Selected%20Financial%20Data) The company's 2015-2019 financial performance shows volatile revenues, persistent net losses, a **$29.9 million** impairment in 2019, and declining Adjusted EBITDA and TCE rates Consolidated Statement of Comprehensive Loss Highlights (2015-2019, in thousands) | Indicator | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $15,623 | $17,354 | $13,883 | $8,701 | $12,252 | | **Impairment Loss** | ($29,902) | $0 | $0 | $0 | ($20,144) | | **Operating (Loss)/Profit** | ($33,649) | ($1,448) | ($4,015) | ($7,228) | ($29,708) | | **Total Comprehensive Loss** | ($36,351) | ($3,568) | ($6,475) | ($9,825) | ($32,396) | | **Basic & Diluted Loss per Share** | ($8.73) | ($1.11) | ($2.51) | ($37.73) | ($126.22) | | **Adjusted EBITDA (unaudited)** | $2,678 | $4,319 | $1,701 | ($3,466) | ($2,376) | Consolidated Statement of Financial Position Highlights (As of Dec 31, 2015-2019, in thousands) | Indicator | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Assets** | $55,656 | $86,674 | $91,603 | $93,996 | $114,837 | | **Total Equity** | $9,879 | $41,050 | $43,968 | $20,760 | $30,535 | | **Total Liabilities** | $45,777 | $45,624 | $47,635 | $73,236 | $84,302 | Key Operational Data (2015-2019) | Indicator | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Ownership Days** | 1,825 | 1,825 | 1,825 | 1,908 | 2,380 | | **Fleet Utilization** | 98.2% | 98.2% | 97.6% | 97.1% | 96.4% | | **Average Number of Vessels** | 5.0 | 5.0 | 5.0 | 5.2 | 6.5 | | **Daily TCE Rate** | $7,564 | $9,213 | $6,993 | $3,962 | $4,333 | | **Daily Operating Expenses** | $4,867 | $5,438 | $5,005 | $4,553 | $4,337 | [Risk Factors](index=11&type=section&id=D.%20Risk%20Factors) The company faces significant industry and company-specific risks, including dry bulk market volatility, over-supply, global uncertainties, going concern doubts, potential Nasdaq delisting, and shareholder dilution - The international dry bulk shipping industry is cyclical and highly volatile, with charter rates, vessel values, and profitability subject to significant fluctuations based on supply and demand for vessel capacity and cargo[50](index=50&type=chunk) - The market values of the company's vessels have declined, triggering an impairment loss of approximately **$29.9 million** as of December 31, 2019. Further declines could lead to breaches of financial covenants in loan agreements, potentially resulting in debt acceleration and foreclosure on vessels[71](index=71&type=chunk)[72](index=72&type=chunk)[76](index=76&type=chunk) - The COVID-19 global pandemic poses a significant risk, potentially decreasing demand for raw materials, reducing cargo volumes, causing operational delays due to quarantines, and putting further downward pressure on already volatile freight rates[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - There are substantial doubts about the company's ability to continue as a going concern. As of December 31, 2019, the company had a working capital deficit of **$3.2 million**, and its ability to continue operations depends on generating sufficient revenue or obtaining additional financing[130](index=130&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk) - The company received a notification from Nasdaq on March 2, 2020, for failing to meet the minimum **$1.00** bid price requirement. Failure to regain compliance within the grace period could result in delisting, which would impair liquidity, capital raising ability, and trigger defaults under credit facilities[140](index=140&type=chunk)[150](index=150&type=chunk)[152](index=152&type=chunk) - The company's convertible note can be converted at a floating price, leading to significant dilution for existing shareholders, especially when the stock price is low. The number of shares issuable increases as the stock price declines, down to a floor price of **$1.00**[141](index=141&type=chunk)[143](index=143&type=chunk) [Item 4. Information on the Company](index=45&type=section&id=Item%204.%20Information%20on%20the%20Company) This section details the company's history, business operations, fleet, and regulatory environment, including corporate events, chartering strategy, competitive landscape, and extensive international and national regulations [History and Development of the Company](index=45&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Globus Maritime's history includes its 2006 incorporation, Nasdaq listing, multiple reverse stock splits, various financing rounds, and a fleet of five dry bulk vessels by year-end 2019 - The company has undergone multiple reverse stock splits to manage its share price and maintain listing requirements: a **four-for-one split in October 2016** and a **ten-for-one split in October 2018**[229](index=229&type=chunk)[233](index=233&type=chunk) - In March 2019, the company issued a **$5 million** senior convertible note, maturing in March 2020 (later extended to 2021). By year-end 2019, the outstanding amount was **$3.3 million**, and **867,643** common shares had been issued upon conversion[235](index=235&type=chunk)[236](index=236&type=chunk) - The company's fleet consisted of **five dry bulk vessels** as of December 31, 2019, with a total carrying capacity of **300,571 dwt** and a weighted average age of **11.8 years**[243](index=243&type=chunk) [Business Overview](index=48&type=section&id=B.%20Business%20Overview) Globus Maritime provides worldwide dry bulk marine transportation with a fleet of five vessels, managed in-house, operating in a highly competitive and fragmented market influenced by supply, demand, and global economic activity Company Fleet as of December 31, 2019 | Vessel | Year Built | Vessel Type | Carrying Capacity (dwt) | | :--- | :--- | :--- | :--- | | m/v River Globe | 2007 | Supramax | 53,627 | | m/v Sky Globe | 2009 | Supramax | 56,855 | | m/v Star Globe | 2010 | Supramax | 56,867 | | m/v Moon Globe | 2005 | Panamax | 74,432 | | m/v Sun Globe | 2007 | Supramax | 58,790 | | **Total** | | | **300,571** | - The company's operations are managed in-house by its wholly-owned subsidiary, Globus Shipmanagement Corp., based in Greece, which handles commercial and technical management for the fleet[245](index=245&type=chunk) - The company operates in a highly competitive and fragmented market, competing on price, vessel location, size, age, condition, and reputation. Many competitors have larger fleets and greater financial resources[264](index=264&type=chunk)[265](index=265&type=chunk) - The company is subject to extensive environmental and safety regulations from international bodies like the IMO (e.g., MARPOL, SOLAS, ISM Code) and national authorities. Key regulations include the global **0.5% sulphur cap** on marine fuels effective January 1, 2020, and upcoming ballast water management system requirements[303](index=303&type=chunk)[305](index=305&type=chunk)[309](index=309&type=chunk)[315](index=315&type=chunk) [Organizational Structure](index=64&type=section&id=C.%20Organizational%20Structure) Globus Maritime is a holding company with six wholly-owned subsidiaries, five owning vessels and one, Globus Shipmanagement Corp., managing the fleet - The company is a holding company with **six wholly-owned subsidiaries**. Five subsidiaries each own one vessel, and the sixth, Globus Shipmanagement Corp., manages the fleet[352](index=352&type=chunk) [Property, Plants and Equipment](index=65&type=section&id=D.%20Property,%20Plants%20and%20Equipment) The company's primary assets are its mortgaged vessels; it leases office space from a related party, owing approximately **$91,000** in back rent as of December 31, 2019 - The company leases its office space from Cyberonica S.A., a related party. As of December 31, 2019, approximately **$91,000** of back rent was owed[353](index=353&type=chunk) - Other than its vessels, the company does not have any material property. The vessels are subject to priority mortgages securing obligations under various loan facilities[354](index=354&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=65&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) Analysis of financial performance, detailing **10%** revenue decrease, **$33.6 million** operating loss from impairment, critical liquidity, and complex financing [Operating Results](index=65&type=section&id=A.%20Operating%20Results) Voyage revenues decreased **10%** to **$15.6 million** in 2019 due to lower TCE rates, leading to a **$33.6 million** operating loss driven by a **$29.9 million** vessel impairment, while interest costs more than doubled Year-over-Year Operating Results Comparison (in thousands) | Metric | 2019 | 2018 | % Change | | :--- | :--- | :--- | :--- | | Voyage Revenues | $15,623 | $17,354 | -10% | | Vessel Operating Expenses | $8,882 | $9,925 | -10% | | Impairment Loss | $29,902 | $0 | N/A | | Operating Loss | ($33,649) | ($1,448) | -2224% | | Interest Expense & Finance Costs | $4,703 | $2,056 | +129% | | Total Comprehensive Loss | ($36,351) | ($3,568) | -919% | - The company recognized a significant impairment loss of **$29.9 million** on its vessels as of December 31, 2019, due to their recoverable amounts being lower than their carrying amounts. No impairment was recognized in 2018[409](index=409&type=chunk)[431](index=431&type=chunk) - Interest expense and finance costs increased by **124%** to **$4.7 million** in 2019, primarily due to a higher weighted average interest rate (**8.66%** in 2019 vs. **4.97%** in 2018) and fees related to the early termination of the Macquarie Loan Agreement[432](index=432&type=chunk) - A gain of **$1.8 million** on derivative financial instruments was recognized in 2019, attributed to the fair value accounting of the convertible note issued in March 2019[433](index=433&type=chunk) [Liquidity and Capital Resources](index=84&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company faces severe liquidity pressure with a **$3.2 million** working capital deficit and substantial doubt about its going concern ability, relying on a **$37 million** EnTrust loan and other financing to manage **$41.1 million** in debt - The company reported a working capital deficit of **$3.2 million** as of December 31, 2019, an improvement from a **$40.4 million** deficit in 2018, but still indicating significant liquidity challenges[474](index=474&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a going concern, as cash on hand and operating cash flow may be insufficient to meet liquidity requirements and debt obligations over the next year[480](index=480&type=chunk) Cash Flow Summary (in thousands) | Cash Flow Activity | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Net Cash from Operating Activities | $213 | $3,851 | $631 | | Net Cash Used in Investing Activities | ($20) | ($126) | ($263) | | Net Cash from/(used in) Financing Activities | $2,127 | ($6,435) | $2,225 | - In June 2019, the company entered into a new **$37 million** term loan facility with EnTrust Global's Blue Ocean Fund (EnTrust Loan Facility) to refinance its existing debt. This facility carries a high interest rate of **LIBOR plus 8.5%**[506](index=506&type=chunk)[511](index=511&type=chunk) [Contractual Obligations](index=93&type=section&id=F.%20Tabular%20Disclosure%20of%20Contractual%20Obligations) As of December 31, 2019, total contractual obligations were **$51.5 million**, with **$42.7 million** due within one to three years, primarily long-term debt and interest Contractual Obligations as of December 31, 2019 (in thousands) | Obligation | Less than One Year | One to Three Years | Three to Five Years | More than Five years | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Long term debt | $4,109 | $37,000 | $0 | $0 | $41,109 | | Interest on long term debt | $4,341 | $5,247 | $0 | $0 | $9,588 | | Lease payments | $232 | $425 | $142 | $1 | $800 | | **Totals** | **$8,682** | **$42,672** | **$142** | **$1** | **$51,497** | [Item 6. Directors, Senior Management and Employees](index=93&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's leadership, including Chairman Georgios Feidakis and CEO Athanasios Feidakis, board structure with three committees, and **$318,200** in unpaid non-executive director compensation - The company is led by Chairman Georgios Feidakis (founder and principal shareholder) and his son, Athanasios Feidakis (President, CEO, and CFO)[527](index=527&type=chunk)[528](index=528&type=chunk) - As of December 31, 2019, the company had accrued but unpaid compensation of approximately **$318,200** due to its non-executive directors for prior service[537](index=537&type=chunk) - The Board of Directors is classified into three classes serving staggered three-year terms. It has an Audit Committee, a Remuneration Committee, and a Nomination Committee[526](index=526&type=chunk)[542](index=542&type=chunk) - As of December 31, 2019, the company had **thirteen full-time employees** and **two consultants**, all located in Greece[546](index=546&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=100&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details major shareholders and related party transactions, with Chairman Georgios Feidakis owning **22.1%** and the company engaging in office leases and credit facilities with related entities Major Shareholder Ownership (as of March 31, 2020) | Name | Number of common shares beneficially owned | Percentage of common shares beneficially owned | | :--- | :--- | :--- | | George Feidakis | 1,420,163 | 22.1% | - The company leases its office space from Cyberonica S.A., a company owned by Chairman George Feidakis. Rent expense was **$139,000** in 2019[572](index=572&type=chunk) - The company has a revolving credit facility of up to **$15 million** with Firment Shipping Inc., a related party controlled by the Chairman. As of Dec 31, 2019, **$0.8 million** was outstanding and **$11.1 million** was available to be drawn[579](index=579&type=chunk)[580](index=580&type=chunk) [Item 8. Financial Information](index=104&type=section&id=Item%208.%20Financial%20Information) This section confirms the availability of consolidated financial statements, notes no significant legal proceedings, and states no dividends were paid on common shares in 2017-2019 due to restrictions - The company has not been involved in any legal proceedings that have had a significant effect on its business or financial position[588](index=588&type=chunk) - No dividends were declared or paid on common shares during the years ended December 31, 2019, 2018, and 2017. Dividend payments are restricted by loan agreements and subject to board discretion[592](index=592&type=chunk)[595](index=595&type=chunk) [Item 10. Additional Information](index=105&type=section&id=Item%2010.%20Additional%20Information) This section covers corporate governance, including anti-takeover provisions, and taxation, where the company believes its U.S. shipping income is exempt and it is not a PFIC, despite legal uncertainties - The company's articles of incorporation include several anti-takeover provisions, such as a classified board of directors serving staggered three-year terms, the authorization of 'blank check' preferred shares, and a dual-class stock structure (though no Class B shares are currently outstanding)[620](index=620&type=chunk)[621](index=621&type=chunk)[622](index=622&type=chunk)[623](index=623&type=chunk) - As a Marshall Islands corporation, the company believes its U.S. source shipping income is exempt from U.S. federal income tax under Section 883 of the Internal Revenue Code, as it expects to satisfy the 'Publicly Traded Test'[650](index=650&type=chunk)[659](index=659&type=chunk) - The company believes it should not be classified as a Passive Foreign Investment Company (PFIC) for U.S. tax purposes, based on its position that income from time charters constitutes services income rather than passive rental income. However, this position is subject to legal uncertainty[670](index=670&type=chunk)[671](index=671&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=121&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rate fluctuations on its variable-rate debt, with a **1.0%** LIBOR increase adding **$0.4 million** in 2020 interest expense, and foreign currency risk, while fuel price risk is mitigated - The company is exposed to interest rate risk through its **$37 million** EnTrust Loan Facility, which bears interest at **LIBOR plus 8.5%**[691](index=691&type=chunk)[511](index=511&type=chunk) Interest Rate Sensitivity to a 1.0% (100 bps) Increase in LIBOR | Year | Additional Interest Expense | | :--- | :--- | | 2020 | $0.4 million | | 2021 | $0.4 million | | 2022 | $0.2 million | - The company faces foreign currency risk as it generates revenues in U.S. dollars but incurs a portion of its operating expenses in other currencies, primarily the Euro[698](index=698&type=chunk)[699](index=699&type=chunk) PART II [Item 15. Controls and Procedures](index=122&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2019, with no attestation report required - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2019[707](index=707&type=chunk) - Based on the COSO framework, management determined that the company's internal control over financial reporting was effective as of December 31, 2019[709](index=709&type=chunk) [Item 16. Corporate Governance and Other Disclosures](index=123&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Disclosures) This section covers corporate governance, including the audit committee financial expert, code of ethics, **$114,700** in principal accountant fees, and home country practices as a foreign private issuer - The Board of Directors has identified Ioannis Kazantzidis as the audit committee financial expert[713](index=713&type=chunk) Principal Accountant Fees (Ernst & Young, in dollars) | Fee Category | 2019 | 2018 | | :--- | :--- | :--- | | Audit Fees | $109,700 | $103,000 | | Tax Fees | $5,000 | $5,000 | | **Total** | **$114,700** | **$108,000** | - As a foreign private issuer, the company is exempt from certain Nasdaq corporate governance standards, including the requirement for a majority-independent board and a three-member audit committee (the company's has two)[720](index=720&type=chunk)[725](index=725&type=chunk) PART III [Item 18. Financial Statements](index=125&type=section&id=Item%2018.%20Financial%20Statements) This section presents the audited consolidated financial statements for 2019, including the auditor's going concern emphasis, detailing vessel impairment, complex debt, and related party transactions [Report of Independent Registered Public Accounting Firm](index=134&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Ernst & Young (Hellas) issued a fair opinion on the financial statements but emphasized substantial doubt about the company's ability to continue as a going concern due to losses and working capital deficiency - The independent auditor's report includes a paragraph highlighting substantial doubt about the Company's ability to continue as a going concern due to its net loss from operations, working capital deficiency, and potential inability to comply with loan covenants or cover working capital needs[743](index=743&type=chunk) [Consolidated Financial Statements](index=135&type=section&id=Consolidated%20Financial%20Statements) The 2019 consolidated financial statements show a **$36.4 million** comprehensive loss, a decrease in total assets to **$55.7 million** due to impairment, and a sharp decline in equity to **$9.9 million** Consolidated Statement of Comprehensive Loss (Year Ended Dec 31, in thousands) | (in thousands) | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Total Revenues | $15,623 | $17,354 | $13,883 | | Operating Loss | ($33,649) | ($1,448) | ($4,015) | | **Total Comprehensive Loss** | **($36,351)** | **($3,568)** | **($6,475)** | Consolidated Statement of Financial Position (As of Dec 31, in thousands) | (in thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Total Assets | $55,656 | $86,674 | | Total Liabilities | $45,777 | $45,624 | | **Total Equity** | **$9,879** | **$41,050** | [Notes to the Consolidated Financial Statements](index=139&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail critical financial information, including going concern doubts (Note 2), the **$29.9 million** vessel impairment (Note 5), complex long-term debt structure (Note 11), and related party transactions (Note 4) - The 'Going Concern' section (Note 2) states that low charter rates from the coronavirus outbreak, a working capital deficit of **$3.2 million**, and potential inability to meet liquidity requirements raise substantial doubt about the company's ability to continue as a going concern[764](index=764&type=chunk)[765](index=765&type=chunk)[766](index=766&type=chunk) - A vessel impairment loss of **$29,902 thousand** was recognized in 2019 after an assessment indicated that the recoverable amounts of the vessels were lower than their carrying amounts. The recoverable amount for four vessels was based on fair value less costs of disposal, and for one vessel, it was based on value in use (Note 5)[852](index=852&type=chunk)[853](index=853&type=chunk)[854](index=854&type=chunk) - As of December 31, 2019, total long-term debt was **$37.7 million** (net), primarily consisting of the **$36.3 million** EnTrust Loan Facility, which bears interest at **LIBOR + 8.5%** (Note 11)[470](index=470&type=chunk)[879](index=879&type=chunk)
Globus Maritime(GLBS) - 2018 Q4 - Annual Report
2019-03-28 20:08
As filed with the Securities and Exchange Commission on March 28, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o SHELL COMPANY REPORT PURSUANT ...