Globus Maritime Limited Expects Volatile, but Rising Dry Bulk Market Moving Forward
Globus Maritime Limited, a dry bulk shipping company, yesterday reported its unaudited consolidated operating and financial results for the quarter and nine-month period ended September 30, 2019.
“During the third quarter we experienced a short-term spike in the spot market that allowed us to enjoy higher than normal rates. However, the spike was short-lived and fluctuation returned full-speed, spilling over into the fourth quarter. This was mainly due to the an increase in vessel supply returning online from dry docks and was further deteriorated by some demand-driven pressure which put a weight on rates. By the end of the quarter and the beginning of the fourth quarter there was a strong downward pressure which thankfully started to reverse later on.
“The doubling and tripling of day rates showed us however, that there is steam in the market, and these upward swings can be expected. Of course we are still being affected by the negative sentiment created by the trade war, as well as the ore export bans in Indonesia and the coal import quotas in China.
“Coming up into the fourth quarter we have scheduled maintenance repairs for two of our vessels. We do not expect any extraordinary items during the repairs, normal maintenance of hull, cargo holds and machineries will take place. We expect the repairs to last for about 40 days. Notwithstanding our constant vigilance on cost our first priority is to keep our vessels safe.
“The market is expected to be volatile, but we do expect an upward trend. The huge industry adjustment to IMO 2020 regulation is just around the corner, and we will see the full effect of this event during the first half of the year. We believe it will be a net positive for the industry. The margin at the moment of the low sulfur fuel oils and high sulfur fuel oils is at about $250. Our company will be using the low sulfur fuel oil option in order to comply with the new regulations. We believe that this is a better-suited approach for the type and size of our vessels than using exhaust gas scrubbers that are expensive to install and operate.”
Management Discussion and Analysis of the Results of Operations
New Convertible Note
On March 13, 2019, the Company signed a securities purchase agreement with a private investor and on March 13, 2019 issued, for gross proceeds of $5 million, a senior convertible note (the “Convertible Note”) that is convertible into shares of the Company’s common stock, par value $0.004 per share. If not converted or redeemed beforehand pursuant to the terms of the Convertible Note, the Convertible Note matures upon the anniversary of its issue. We have used part of the proceeds from the Convertible Note for general corporate purposes and working capital including repayment of debt. The Convertible Note was issued in a transaction exempt from registration under the Securities Act.
Further to the conversion clause included into the Convertible Note, during the third quarter of 2019, a total amount of approximately $488 thousand, principal and accrued interest, was converted to share capital with the conversion price of $2.25 per share and a total number of 216,863 new shares issued in the name of the holder of the Convertible Note. Furthermore, during October and November 2019, an additional total amount of approximately $1,170 thousand, principal and accrued interest, was converted to share capital with the conversion price of $2.25 per share and a total number of 519,874 new shares issued in the name of the holder of the Convertible Note. The Convertible Note provides that the “Floor Price” (as defined in the Note), which is currently $2.25, may be reduced to not less than $1.00 by mutual agreement of the Company and the holder of the Note.
The Convertible Note provides for interest to accrue at 10% annually, which interest shall be paid on the first anniversary of the Convertible Note’s issuance unless the Convertible Note is converted or redeemed pursuant to its terms beforehand. The interest may be paid in common shares of the Company, if certain conditions described within the Convertible Note are met.
As per the conversion clause included in the Note, the Company has recognized it as a hybrid agreement which includes an embedded derivative. This embedded derivative was separated to the derivative component and the non-derivative host. The derivative component is shown separately from the non-derivative host at fair value. The changes in the fair value of the derivative financial instrument are recognized in the consolidated statement of comprehensive loss. For the period ended September 30, 2019, the Company recognized a gain on this derivative financial instrument amounting to $2.7 million, which was classified under “Gain on derivative financial instruments” in the consolidated statement of comprehensive income/(loss).
Upon any future stock dividend, stock split, reverse stock split or similar transaction, the Floor Price will not be adjusted, and the Floor Price following such transaction will be equal to the Floor Price immediately prior to such transaction.
The terms of the Note provide that the Note may be required at the option of the holder to be redeemed by the Company in cash, in whole or in part, at any time following any consecutive period of ten trading days during each of which the volume-weighted average price of the Company’s common shares is less than the Floor Price.
Conversion of Debt and Issuance of Shares
On May 2, 2019, Globus announced that, in accordance with the terms and provisions of the revolving credit facility, dated November 21, 2018, between the Company and Firment Shipping Inc., an entity deemed as an affiliated party through common control, the Company has elected to convert the aggregate outstanding principal balance and accrued interest of $3,170,136 into 1,132,191 shares of common stock of the Company.
In June 2019, Globus through its wholly-owned subsidiaries, Devocean Maritime Ltd., Domina Maritime Ltd., Dulac Maritime S.A., Artful Shipholding S.A. and Longevity Maritime Limited, vessel-owning companies of m/v River Globe, m/v Sky Globe, m/v Star Globe, m/v Moon Globe and m/v Sun Globe, respectively, entered a new-term loan facility for up to $37 million with EnTrust Global’s Blue Ocean Fund (“Entrust loan facility”) for the purpose of refinancing the existing indebtedness secured on the ships and for general corporate purposes. Globus subsidiaries, namely Devocean Maritime Ltd., Domina Maritime Ltd., Dulac Maritime S.A., Artful Shipholding S.A. and Longevity Maritime Limited, are identified as the borrowers under the loan facility which is guaranteed by Globus, and which contains a standard security package including mortgages on all of our ships, pledges of bank accounts, charter assignments, shares pledges respecting each borrower, and a general assignment over each ship’s earnings, insurances and any requisition compensation in relation to that ship. This loan facility will be referred to as EnTrust loan facility. On June 24, 2019, the Company drew down $37 million and fully prepaid the existing loan facilities with Hamburg Commercial Bank AG (formerly known as HSH Nordbank AG) and Macquarie Bank International Limited.
The EnTrust loan facility bears interest at LIBOR plus a margin of 8.5% (or 10.5% default interest), and is repayable by five consecutive quarterly installments commencing on December 31, 2019 each in the amount of the earnings of the ships after deducing interest on the EnTrust loan facility, operating expenses and reserves for dry-docking, then by six consecutive quarterly installments commencing on March 31, 2021 each in the amount of $1,492,622, and by a final installment on June 30, 2022 in the amount of $1,492,622 together with the remaining principal amount as a balloon payment.
The Company must maintain a credit balance of not less than $250,000 for each mortgaged ship. Globus must maintain, on a consolidated basis, at the end of each calendar quarter, liquid funds in an amount, in aggregate, of not less than 5% of the consolidated financial indebtedness of the group. Each borrower must maintain in its earnings account during the cash sweep period an amount equal to the product of (a) the lower of: (i) $1,000; and (ii) the difference between the daily time charter equivalent rate of the ship owned by that borrower, and the break-even expenses of that ship for that cash sweep period; and (b) the actual number of days lapsed during that cash sweep period for that borrower. Each borrower is prohibited from declaring or paying dividends, or from repaying the EnTrust loan facility, until December 25, 2020. The EnTrust loan facility contains standard loan covenants, including loan to value covenants.
Results of Operations
Third quarter of the year 2019 compared to the third quarter of the year 2018
Total comprehensive income for the third quarter of the year 2019 amounted to $280 thousand or $0.06 basic and diluted earnings per share based on 4,422,825 weighted average number of shares, compared to total comprehensive income of $254 thousand for the same period last year or $0.08 basic and diluted earnings per share based on 3,204,271 weighted average number of shares.
Source: Globus Maritime Limite