Globus sees “glimpse of hope in the market”

Globus

Globus Maritime Limited, a dry bulk shipping company, reported its unaudited consolidated operating and financial results for the quarter and nine-month period ended September 30, 2020.

  • As of September 30, 2020 the Total Assets of the Company were $76.4 million compared to $55.7 million as of December 31, 2019, an increase of 37%.
  • As of September 30, 2020 and December 31, 2019, our cash and bank balances and bank deposits (including restricted cash) were $31.2 and $4.8 million respectively, an increase of 550%.
  • As of September 30, 2020 the Total Liabilities of the Company (including Total Debt) were $42.4 million compared to $45.8 million as of December 31, 2019, a decrease of 7%.
  • For the nine-month period ended September 30, 2020 the average operating expenses decreased to $4,422, per vessel/per day, compared to $4,943 for the same period in 2019, a decrease of 11%.

Current Fleet Deployment

All our vessels are currently operating on short-term time charters (“on spot”).

Management Commentary

“During the third quarter we finally had a glimpse of hope in the market. Rates started to slowly pick up even though there were significant headwinds from the pandemic and the ongoing trade war. The company achieved a high fleet utilization rate while it kept the costs under control and managed to return with positive adjusted EBITDA figures.

We remain optimistic that the dry bulk industry will improve significantly in 2021 and 2022. As the world returns to some form of normality, trade and world GDP are expected to surge dramatically. What is interesting to see at this point in the industry is the historically low order book for new vessels; this means that the increase of new supply introduced in our industry will be also low. These two factors, the increase in world trade activity coupled with the low order book, should increase the worldwide fleet utilization and by extent pressure rates upwards.

In the 3rd Quarter we continued to focus on improving our balance sheet and have remained alert to opportunities for growth. It is along these lines that we completed, as previously announced, an asset acquisition and have taken delivery of a new vessel in October. This is the main theme for the rest of 2020 and the Company is ready to fully take advantage of what we think is going to be an exciting future for our industry. At present, we are looking at several financing options to further expand our fleet in order to fully leverage the operational and technical expertise the company provides.”

Management Discussion and Analysis of the Results of Operations

Recent Developments

Convertible Note

On March 13, 2020, the Company and the holder of the Convertible Note, which is further discussed in the 2019 Annual Report, entered into a waiver regarding the Convertible Note (the “Waiver”). The Waiver waived the Company’s obligation to repay the Convertible Note on the existing maturity date of March 13, 2020 and did not require the Company to repay the Convertible Note until March 13, 2021. The Convertible Note was fully repaid in June 2020.

Firment Shipping Inc.

On May 8, 2020, the Company and Firment Shipping Inc. agreed to enter into an amended and restated agreement. The final maturity of the Firment Shipping Credit Facility was extended to October 31, 2021 and the available amount to be drawn under this Facility increased to $14.2 million. The outstanding amount under the Firment Shipping Credit Facility was fully repaid on July 27, 2020.

Gaining Compliance with NASDAQ Capital Market

On March 6, 2020, the Company received written notification from The Nasdaq Stock Market (“Nasdaq”) dated March 2, 2020, indicating that because the closing bid price of its common stock for the last 30 consecutive business days was below $1.00 per share, the Company no longer met the minimum bid price continued listing requirement for the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5450(a)(1). Pursuant to Nasdaq Listing Rules, the applicable grace period to regain compliance is 180 days, or August 31, 2020, but citing extraordinary market conditions, Nasdaq filed an immediately effective rule change with the Securities and Exchange Commission which, with effect from April 16, 2020, tolled the listing process until July 1, 2020. Consequently, the Company’s compliance period has effectively been extended until November 12, 2020.

On October 19, 2020 the Company determined to effect a 1‐for-100 reverse stock split in order to regain compliance with the Nasdaq Capital Market concerning the minimum bid price requirement. On October 21, 2020, the Company had the 1‐for‐100 reverse stock split effected and on November 5, 2020 it received notification from Nasdaq that it had regained compliance with the minimum bid price and the matter is now closed.

The 1-for-100 reverse stock split, reduced number of outstanding common shares from 175,675,651 to 1,756,720 shares (adjustments were made based on fractional shares). Unless otherwise noted, all historical share numbers, per share amounts, including common share, preferred shares and warrants, have been adjusted to give effect to this reverse split.

Issuance of the Series B preferred shares

On June 12, 2020, the Company entered into a stock purchase agreement and issued 50 of our newly-designated Series B Preferred Shares, par value $0.001 per share, to Goldenmare Limited, a company controlled by our Chief Executive Officer, Athanasios Feidakis, in return for $150,000, which amount was settled by reducing, on a dollar-for-dollar basis, the amount payable as executive compensation by the Company to Goldenmare Limited pursuant to a consultancy agreement.

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

Each Series B preferred share entitles the holder thereof to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company, provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to Series B preferred shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B preferred shares, common shares or otherwise) to exceed 49.0% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Company. To the fullest extent permitted by law, the holders of Series B preferred shares shall have no special voting or consent rights and shall vote together as one class with the holders of the common shares on all matters put before the shareholders. The Series B preferred shares are not convertible into common shares or any other security. They are not redeemable and have no dividend rights. Upon any liquidation, dissolution or winding up of the Company, the Series B preferred shares are entitled to receive a payment with priority over the common shareholders equal to the par value of $0.001 per share. The Series B preferred shareholder has no other rights to distributions upon any liquidation, dissolution or winding up of the Company. All issued and outstanding Series B preferred shares must be held of record by one holder, and the Series B preferred shares shall not be transferred without the prior approval of our Board of Directors. Finally, in the event the Company (i) declares any dividend on its common shares, payable in common shares, (ii) subdivides the outstanding common shares or (iii) combines the outstanding common shares into a smaller number of shares, there shall be a proportional adjustment to the number of outstanding Series B preferred shares.

In July 2020, we issued an additional 250 of our Series B preferred shares to Goldenmare Limited in return for $150,000. The $150,000 was paid by reducing, on a dollar-for-dollar basis, the amount payable as compensation by the Company to Goldenmare Limited pursuant to a consultancy agreement.

In addition, we increased the maximum voting rights under the Series B preferred shares from 49.0% to 49.99%. The issuance of the Series B preferred shares to Goldenmare Limited was approved by an independent committee of the Board of Directors of the Company, which received a fairness opinion from an independent financial advisor that the transaction was for a fair value.

Public Offerings

On June 22, 2020, the Company completed its public offering of 342,857 units of the Company, each unit consisting of one common share and one Class A Warrant to purchase one common share (a “Class A Warrant”), for $35 per unit. At the time of the closing, the underwriters exercised and closed a part of their over-allotment option, and purchased an additional 51,393 Common Shares and 51,393 Class A Warrants.

The pre-funded warrants are exercisable at any time after their original issuance until exercised in full. The Class A Warrants are exercisable at an exercise price of $35 per share at any time after their original issuance up to the date that is five years after their original issuance. Each of the pre-funded warrants and the Class A Warrants will be exercisable, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is effective and available for the issuance of such shares, by payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. The Company may be required to pay certain amounts as liquidated damages as specified in the warrants in the event it does not deliver common shares upon exercise of the warrants within the time periods specified in the warrants.

On June 30, 2020, the Company issued 458,500 of its common shares in a registered direct offering and 458,500 of its June Private Placement (“PP”) Warrants in a concurrent private placement for a purchase price of $27 per common share and June PP Warrant. The exercise price of each June PP Warrant is $30 per share.

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

On July 21, 2020, the Company issued 833,333 of its common shares in a registered direct offering and 833,333 of its July PP Warrants to purchase common shares in a concurrent private placement for a purchase price of $18 per common share and July PP Warrant. The exercise price of each July PP Warrant is $18 per share. Concurrently with this offering the exercise price of the June PP Warrants was reduced to $18 per share.

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

From June 22, 2020 through to date, the Company issued 5,550 common shares pursuant to exercises of outstanding Class A Warrants. As of December 4, 2020, no PP Warrants had been exercised.

Acquisition of new vessel

On October 29, 2020, the Company took delivery of the M/V “Galaxy Globe”, a 2015-built Kamsarmax dry bulk carrier, it acquired for a purchase price of $18.4 million. The M/V “Galaxy Globe” was built at the Hudong-Zhonghua Shipyard in China and has a carrying capacity of 81,167 DWT. Following this acquisition, the fleet of Globus comprises of six dry bulk carriers with a total carrying capacity of 381,738 DWT.

Results of Operations

Third quarter of the year 2020 compared to the third quarter of the year 2019

Total comprehensive loss for the third quarter of the year 2020 amounted to $1.3 million or $0.8 basic and diluted loss per share based on 1,574,877 weighted average number of shares, compared to total comprehensive income of $198 thousand for the same period last year or $4.47 basic and diluted earnings per share based on 44,191 weighted average number of shares.

Source: Globus

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