XOSL:OET ESEF Annual Report
OKEANIS ECO TANKERS CORP. (XOSL:OET)
ESEF Annual Report
2025-05-08
For: 2025-03-31
View Original
Added on
September 17, 2026
1
OKEANIS ECO TANKERS CORP.
(Incorporated under the laws of the Republic of the Marshall Islands with registration number 96382)
Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm
2
Index to financial statements
Pages
Report of Independent Registered Public Accounting Firm
Error!
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defined.
Consolidated Statements of Profit or Loss and Other Comprehensive Income, years ended December 31, 2024, 2023
and 2022
5
Consolidated Statements of Financial Position, as of December 31, 2024 and 2023
6
Consolidated Statements of Changes in Equity, years ended December 31, 2024, 2023 and 2022
7
Consolidated Statements of Cash Flows, years ended December 31, 2024, 2023 and 2022
8
Notes to the Consolidated Financial Statements
9
Appendix
41
3
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Okeanis Eco Tankers Corp.
Report on the Financial Statements
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Okeanis Eco Tankers Corp. and subsidiaries (the
"Company") as of December 31, 2024 and 2023, the related consolidated statements of profit or loss and other comprehensive income,
changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by
the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no
such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
4
Report on Other Legal and Regulatory Requirements — European Single Electronic Format
As part of our assessment as to whether the financial statements are prepared, in all material respects, in accordance with the
requirements set forth in the Commission Delegated EU Regulation 2019/815 as amended by EU Regulation 2020/1989 (“ESEF
Regulation”) that are relevant to the Company, we have examined the digital file of the Company prepared in accordance with
European Single Electronic Format (”ESEF”), defined by the ESEF Regulation, which includes the financial statements of the
Company for the year ended December 31, 2024, in eXtensible HyperText Markup Language (XHTML) format as well as the XBRL
file (213800U35RCYXTKVEM65-2024-12-31-0-en.zip) with the appropriate tagging on these financial statements.
In connection with the Company’s listing requirements with the Oslo Børs, management is responsible for the preparation and
submission of the financial statements of the Company in compliance with the requirements set forth in the ESEF Regulation and
regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the financial
statements being prepared using XHTML format and iXBRL tagging of the financial statements.
In our opinion, the financial statements of the Company for the year ended December 31, 2024 prepared in XHTML format as well as
the XBRL file (213800U35RCYXTKVEM65-2024-12-31-0-en.zip) with the appropriate tagging on these financial statements, are
prepared in all material respects in accordance with the requirements of ESEF Regulation.
/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
March 31, 2025
We have served as the Company’s auditor since 2018.
5
Consolidated statements of profit or loss and other comprehensive income for the years ended
December 31, 2024, 2023 and 2022
(amounts expressed in U.S. Dollars)
NOTES
2024
2023
2022
Revenue
20,23
Operating expenses
Commissions
(3,997,596 )
(5,757,159 )
(3,382,419 )
Voyage expenses
10
(127,196,305 )
(109,559,239 )
(74,086,221 )
Vessel operating expenses
9
(42,434,258 )
(41,742,285 )
(35,740,460 )
Management fees - related party
13
(4,611,600 )
(4,599,000 )
(4,381,200 )
Depreciation and amortization
7
(41,134,237 )
(40,382,628 )
(37,962,924 )
General and administrative expenses
11
(10,910,862 )
(9,933,373 )
(5,296,523 )
Total operating expenses
(230,284,858 )
(211,973,684 )
(160,849,747 )
Operating profit
Other income / (expenses)
Interest income
21
Interest expense and other finance costs
21
(57,052,680 )
(61,179,066 )
(38,081,975 )
Unrealized (loss)/ gain, net on derivatives
22
(291,873 )
Realized (loss)/ gain, net on derivatives
22
(1,264,750 )
Gain from modification of loans
12
Foreign exchange (loss)/ gain
(746,562 )
Total other expenses
(54,081,703 )
(55,871,898 )
(25,562,679 )
Profit for the year
Other comprehensive income
Items that will not be reclassified to profit or loss:
Re-measurement of post-employment benefit obligations
(6,005 )
(1,302 )
(2,456 )
Total comprehensive income for the year
Earnings per share – basic & diluted
17
Weighted average no. of shares – basic & diluted
17
The accompanying notes are an integral part of these consolidated financial statements.
6
Consolidated statements of financial position as of December 31, 2024 and 2023
(amounts expressed in U.S. Dollars)
NOTES
2024
2023
ASSETS
Non-current assets
Vessels, net
7
Other fixed assets
7
Restricted cash
Total non-current assets
Current assets
Inventories
6
Trade and other receivables
Claims receivable
18
Prepaid expenses and other current assets
Derivative financial instruments
22
Current portion of restricted cash
Cash & cash equivalents
Total current assets
TOTAL ASSETS
SHAREHOLDERS’ EQUITY & LIABILITIES
Shareholders’ equity
Share capital
14
Additional paid-in capital
14
Treasury shares
14
(4,583,929 )
(4,583,929 )
Other reserves
(35,913 )
(29,908 )
Retained earnings
Total shareholders’ equity
Non-current liabilities
Long-term borrowings, net of current portion
12
Retirement benefit obligations
Total non-current liabilities
Current liabilities
Trade payables
Accrued expenses
8
Derivative financial instruments
22
Current accounts due to related parties
13
Current portion of long-term borrowings
12
Total current liabilities
TOTAL LIABILITIES
TOTAL SHAREHOLDERS’ EQUITY & LIABILITIES
The accompanying notes are an integral part of these consolidated financial statements.
7
Consolidated statements of changes in equity for the years ended December 31, 2024, 2023 and 2022
(amounts, expressed in U.S. Dollars, except for number of shares)
ADDITIONAL
PAID IN
NUMBER OF
SHARE
CAPITAL
TREASURY
OTHER
RETAINED
Notes
SHARES
CAPITAL
(NOTE 14)
SHARES
RESERVES
EARNINGS
TOTAL
Balance – January 1, 2022
(3,571,790 )
(26,150 )
Acquisition of common stock
14
(122,573 )
(1,012,139 )
(1,012,139 )
Profit for the year
—
Capital distribution ($0.60 per share)
14
—
(19,594,997 )
(19,594,997 )
Other comprehensive loss for the year
—
(2,456 )
(2,456 )
Balance - December 31, 2022
(4,583,929 )
(28,606 )
Profit for the year
14
—
Capital distribution ($4.95 per share)
—
(159,360,835 )
(159,360,835 )
Other comprehensive loss for the year
14
—
(1,302 )
(1,302 )
Balance – December 31, 2023
(4,583,929 )
(29,908 )
Profit for the year
—
Capital distribution ($3.31 per share)
14
—
(106,562,497 )
(106,562,497 )
Other comprehensive loss for the year
—
(6,005 )
(6,005 )
Balance – December 31, 2024
(4,583,929 )
(35,913 )
The accompanying notes are an integral part of these consolidated financial statements.
8
Consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022
(all amounts expressed in U.S. Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES
Notes
2024
2023
2022
Profit for the year
Adjustments to reconcile profit to net cash provided by operating
activities:
Depreciation and amortization
7
Interest expense
21
Amortization of loan financing fees and modification gain
12
Unrealized loss/ (gain), net on derivatives
22
(20,135 )
Interest income
21
(3,445,203 )
(4,104,564 )
(721,528 )
Other non-cash items
(6,005 )
(43,323 )
Gain from modification of loans
12
(1,828,959 )
Unrealized foreign exchange loss/ (gain)
(712,765 )
(339,622 )
Total reconciliation adjustments
Changes in working capital:
Trade and other receivables
(5,853,175 )
(42,241,830 )
Prepaid expenses and other current assets
(1,902,362 )
(824,682 )
(1,235,237 )
Inventories
(8,343,486 )
(4,380,000 )
Trade payables
(4,470,575 )
(2,901,680 )
Accrued expenses
(530,625 )
Deferred revenue
(4,255,500 )
Claims receivable
(127,048 )
(7,137 )
Due to related parties
(129,944 )
Due from related parties
Total changes in working capital
(7,746,840 )
(45,478,908 )
Interest paid
(53,444,573 )
(59,649,091 )
(33,181,517 )
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Current accounts due from related parties
Decrease in restricted cash
Increase in restricted cash
(1,500,000 )
(478,336 )
Payments for special survey and drydocking costs
(11,189,402 )
(3,306,052 )
(1,536,579 )
Payments for vessels and vessels under construction
(178,601,323 )
Interest received
Net cash (used in)/ provided by investing activities
(7,940,189 )
(178,720,130 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term borrowings
12
Repayments of long-term borrowings
12
(246,117,877 )
(243,355,165 )
(144,294,604 )
Capital distribution
14
(106,562,497 )
(159,360,835 )
(19,594,997 )
Current accounts due to related parties
(698,153 )
Payment of long-term borrowing fees
(1,259,319 )
(1,350,000 )
(1,732,860 )
Acquisition of common stock
14
(1,012,139 )
Net cash (used in)/provided by financing activities
(154,679,693 )
(207,066,000 )
Effects of exchange rate changes of cash held in foreign currency
(847,236 )
Net change in cash and cash equivalents
(32,073,304 )
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental cash flow information
Capital expenditures included in trade payables
The accompanying notes are an integral part of these consolidated financial statements.
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Notes to the consolidated Financial Statements
Incorporation and General Information
Okeanis Eco Tankers Corp. (“OET,” the “Company” or “Okeanis Eco Tankers” and together with its wholly owned subsidiaries,
the “Group”) was incorporated on April 30, 2018 as a corporation under the laws of the Republic of the Marshall Islands having its
registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH96960.
Glafki Marine Corp. (“Glafki”), owned by Messrs. Ioannis and Themistoklis Alafouzos, were the controlling shareholders of OET
until June 2022. In June 2022, the voting interests of Mr. Themistoklis Alafouzos were transferred to Hospitality Assets Corp.
(“Hospitality”) and as of June 2022, Glafki and Hospitality, each owned by Messrs. Ioannis and Themistoklis Alafouzos, respectively,
collectively hold a controlling interest in OET.
Glafki and Hospitality currently own 34.2% and 20.6% of the Company’s outstanding common shares, respectively.
The Group, as of the date of this report, owns or bareboat charters-in under a finance lease fourteen vessels. The principal activity
of its subsidiaries is to own, charter-out and operate tanker vessels in the international shipping market.
The consolidated financial statements comprise the financial statements of the Group.
The Company traded on the Euronext Growth Oslo (ex-Merkur Market) from July 3, 2018 until March 8, 2019, when it was then
admitted for trading on the Euronext Expand (ex-Oslo Axess). On January 29, 2021, the Company transferred its listing from
Euronext Expand to Oslo Børs.
On December 11, 2023, the Company’s common shares began trading on the New York Stock Exchange (“NYSE”),
simultaneously with their trading on the Oslo Børs, which is currently considered as the Company’s secondary listing.
Date of | |||
Acquisition of | |||
Interest by | |||
Company name | OET | Incorporated | Interest held by OET |
Therassia Marine Corp. | 28-Jun-18 | Liberia | 100 % |
Milos Marine Corp. | 28-Jun-18 | Liberia | 100 % |
Ios Maritime Corp. | 28-Jun-18 | Liberia | 100 % |
Omega One Marine Corp. | 28-Jun-18 | Marshall Islands | 100 % |
Omega Two Marine Corp. | 28-Jun-18 | Marshall Islands | 100 % |
Omega Three Marine Corp. | 28-Jun-18 | Marshall Islands | 100 % |
Omega Four Marine Corp. | 28-Jun-18 | Marshall Islands | 100 % |
Omega Five Marine Corp. | 28-Jun-18 | Marshall Islands | 100 % |
Omega Six Marine Corp. | 9-Oct-19 | Marshall Islands | 100 % |
Omega Seven Marine Corp. | 28-Jun-18 | Marshall Islands | 100 % |
Omega Nine Marine Corp. | 28-Jun-18 | Marshall Islands | 100 % |
Omega Ten Marine Corp. | 9-Oct-19 | Marshall Islands | 100 % |
Omega Eleven Marine Corp. | 28-Jun-18 | Marshall Islands | 100 % |
Nellmare Marine Ltd | 28-Jun-18 | Marshall Islands | 100 % |
Anassa Navigation S.A. | 28-Jun-18 | Marshall Islands | 100 % |
Arethusa Shipping Ltd. | 28-Jun-18 | Marshall Islands | 100 % |
Moonsprite Shipping Corp. | 28-Jun-18 | Marshall Islands | 100 % |
Theta Navigation Ltd | 15-Jun-21 | Marshall Islands | 100 % |
Ark Marine S.A. | 15-Jun-21 | Marshall Islands | 100 % |
OET Chartering Inc. | 28-Jun-18 | Marshall Islands | 100 % |
Okeanis Eco Tankers Corp. | — | Marshall Islands | — |
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Basis of Preparation and statement of compliance
The consolidated financial statements are presented in United States Dollars ($) since this is the currency in which the majority of
the Group’s transactions are denominated, thus the United States Dollar is the Group’s functional and presentation currency.
The consolidated financial statements have been prepared on the historical cost basis, except for derivatives measured at their fair
value.
the financial statements, reasonable expectation that the Group has adequate resources to continue in operational existence for the
Basis of Consolidation
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses
control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the
consolidated statements of profit or loss and other comprehensive income from the date the Company gains control until the date it
ceases to control the subsidiary.
Control is achieved when the Company:
•
has power over the investee;
•
is exposed, or has rights, to variable returns from its involvement with the investee; and
•
has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls a subsidiary if facts and circumstances indicate that there are changes to one or
Summary of Material Accounting Policies
The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of
the consolidated financial statements, and the stated amounts of revenues and expenses during the reporting period. Actual results
Revenues are generated from time charter and voyage charter agreements.
Under a voyage charter agreement, the vessel transports a specific agreed-upon cargo for a single voyage which may include
multiple load and discharge ports. The consideration is determined on the basis of a freight rate per metric ton of cargo carried, or on a
lump sum basis. The voyage charter agreement generally has a minimum amount of cargo. The charterer is liable for any short loading
of cargo or “dead” freight. The voyage charter agreement generally has standard payment terms, where freight is paid within certain
days after the completion of discharge. The voyage charter agreement generally has a “demurrage” or “despatch” clause. The
considerations received under the demurrage and despatch clauses are considered variable consideration and are recognized at contract
inception and the estimates of initial recognition are updated throughout the period of the voyage charter agreement.
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The consideration received under the demurrage clause represents damages paid to the shipowner for exceeded laytime (i.e., the
charterer exceeds the amount of time specified in the contract for loading or discharging the cargo from the vessel, or both).
Conversely, the shipowner may be required to pay despatch fees to the charterer as incentive for loading or discharging cargo in less
time (i.e., for reducing the time a vessel must spend in port loading or discharging cargo). The consideration received under the
demurrage and despatch clauses are calculated based on the number of days the charterer exceeds/reduces the loading/discharging
time multiplied by the daily rate which is based on specific terms of the voyage charter agreement.
Management makes a detailed assessment of demurrage and despatch amount expected to be received/ paid which is included in
revenue only to the extent that it is highly probable that the amount will be collectible and not be subject to a significant reversal.
In a voyage charter agreement, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The
Group determined that its voyage charter agreements consist of a single performance obligation of transporting the cargo within a
specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and as a result revenue is
recognized on a straight-line basis over the voyage days.
The voyage charter agreements are considered service contracts which fall under the provisions of IFRS 15, because the Group as
shipowner retains control over the operations of the vessel, such as directing the routes taken or the vessel’s speed.
Under a voyage charter agreement, the Group bears all voyage related costs such as fuel costs, port charges and canal tolls, as
applicable. Voyage related costs which are incurred during the period prior to commencement of cargo loading are accounted for as
contract fulfilment costs when they (a) relate directly to a contract or anticipated contract, (b) generate or enhance resources that will
be used in satisfying a performance obligation and (c) they are expected to be recovered. These costs are deferred and recorded under
current assets, and are amortized on a straight-line basis as the related performance obligation to which they relate is satisfied.
Under a time charter agreement, the vessel is hired by the charterer for a specified period of time in exchange for consideration
which is usually based on a daily hire rate. In addition, certain of the Group’s time charter arrangements may, from time to time,
include profit-sharing clauses, arising from the sharing of earnings together with third parties and the allocation to the Group of such
earnings based on a predefined methodology. Subject to any restrictions in the time charter agreement, the charterer has the full
discretion over the ports visited, shipping routes and vessel speed. The time charter agreement generally provides typical warranties
regarding the speed and performance of the vessel. The time charter agreement generally has some owner- protective restrictions such
that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carries only
lawful or non-hazardous cargo. In a time charter agreement, the Group is responsible for all the costs incurred for running the vessel
such as crew costs, vessel insurance, repairs and maintenance and lubricants. The charterer bears the voyage-related costs such as
bunker expenses, port charges and canal tolls during the hire period. The performance obligations in a time charter agreement are
satisfied over the term of the agreement, beginning when the vessel is delivered to the charterer until it is redelivered back to the
Group. The charterer generally pays the charter hire in advance of the upcoming period of the agreement. The time charter agreements
are considered operating leases and are accounted for in accordance with IFRS 16. Time charter agreements do not fall under the
scope of IFRS 15 Revenue from Contracts with Customers because (i) the vessel is an identifiable asset, (ii) the Group does not have
substantive substitution rights and (iii) the charterer has the right to control the use of the vessel during the term of the agreement and
derives the economic benefits from such use. Revenue from time charter agreements is recognized on a straight-line basis over the
duration of the time charter agreement. In case of a time charter agreement with contractual changes in rates throughout the term of
the agreement, any differences between the actual and the straight-line revenue in a reporting period is recognized as a straight-line
asset or liability and reflected under current assets or current liabilities, respectively, in the consolidated statement of financial
position.
commissions payable to third-party chartering brokers for commercial services rendered. Both address and brokerage commissions are
recognized on a straight-line basis over the duration of the voyage or the time charter period, and are reflected under Revenue and
Deferred revenue represents revenue collected in advance of being earned. The portion of deferred revenue, which is recognized
in the next twelve months from the consolidated statements of financial position date, is classified under current liabilities in the
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Vessel voyage expenses mainly relate to voyage charter agreements and consist of port, canal and bunker costs that are unique to
a particular voyage, and are recognized as incurred. Under time charter arrangements, voyage expenses are paid by charterers, except
when off-hire.
Management believes that mobilization of a vessel from a previous port of discharge to a subsequent port of loading does not
result in a separate benefit for charterers and that the activity is thus incapable of being distinct. This activity is considered to be a
required set-up activity to fulfill the contract. Consequently, positioning and repositioning fees and associated expenses should be
recognized over the period of the contract to match the recognition of the respective hire revenues realized, and not at a certain point
in time following the adoption of IFRS 15 Revenue from Contracts with Customers. All other voyage expenses are expensed as
incurred, with the exception of commissions, which are also recognized on a pro-rata basis over the duration of the period of the time
and voyage charter. Bunkers’ consumption included in voyage expenses include bunkers consumed during vessels’ unemployment
and off-hire days.
Vessel operating expenses comprise all expenses relating to the operation of the vessel under time and voyage charter agreements,
including crewing, insurance, repairs and maintenance, stores, lubricants, spares and consumables and miscellaneous expenses. Vessel
operating expenses are recognized as incurred; payments in advance of services or use are recorded as prepaid expenses.
The majority of the Group’s operating expenses (such as crew costs, spares, stores, insurances, repairs, surveys,
accounts, as well as interest receivable from time deposits. Trade receivables are written off when there is no reasonable expectation
of recovery, such as in cases of bankruptcy or protracted default, after all reasonable recovery efforts have been exhausted.
At each statement of financial position date, the Group assesses its potential expected credit losses (“ECLs”) in accordance with
IFRS 9. The simplified approach is applied to trade and other receivables and the Group recognizes ECLs on trade receivables. Under
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating
Fees incurred for obtaining new borrowings or refinancing existing facilities such as arrangement, structuring, legal and agency
fees are deferred and classified against long-term borrowings in the consolidated statements of financial position. Any fees incurred
for borrowing facilities not yet advanced, but it is considered certain that they will be drawn down, are deferred and classified under
non-current assets in the consolidated statements of financial position. These fees are classified against long-term borrowings on the
loan drawdown date.
Deferred financing costs are deferred and amortized over the term of the relevant borrowing using the effective interest method,
with the amortization expense reflected under interest and finance costs in the consolidated statements of profit or loss and other
comprehensive income. Any unamortized deferred financing costs related to borrowings which are either fully repaid before their
13
scheduled maturities or related to borrowings extinguished are written-off in the consolidated statements of profit or loss and other
Vessels are stated at cost, which comprises vessels’ contract price, major improvements, and direct delivery and acquisition
expenses less accumulated depreciation and any impairment. Depreciation is calculated on a straight-line basis over the estimated
useful life of the vessels, after considering their estimated residual value. Each vessel’s residual value is equal to the product of its
lightweight tonnage and its estimated scrap rate. The scrap rate is estimated to be approximately $400 per ton of lightweight steel. The
Special survey and drydocking costs are capitalized as a separate component of vessel cost. These costs are capitalized when
incurred and depreciated over the estimated period to the next scheduled special survey/drydocking. The Group’s vessels are required
to undergo special survey/drydocking approximately every 5 years, until a vessel reaches 10 years of age, after which a vessel is
required to be specially surveyed/drydocked approximately every
2.5 years. If a special survey or drydocking is performed prior to the
scheduled date, any remaining balances are written-off and reflected in depreciation in the statements of profit or loss and other
The Group assesses at each reporting date whether there are any indications that the carrying amounts of the vessels, vessels
under construction and right-of-use assets may not be recoverable. If such an indication exists, and where the carrying amount exceeds
the estimated recoverable amount, the vessels, vessels under construction and right-of-use assets, are written down to their recoverable
amount. The recoverable amount is the greater of fair value less costs to sell and value-in-use. The fair value less costs to sell is the
amount obtainable from the sale of a vessel in an arm’s length transaction, less any associated costs of disposal. In assessing value-in-
use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments
Advances for vessels under construction comprise the cumulative amount of instalments paid to shipyards for vessels under
construction, other pre-delivery expenses directly related to the construction of the vessel and capitalized interest at the statements of
financial position date. On delivery of a vessel, the balance is transferred to vessels, net, in the consolidated statements of financial
Vessels are classified as current assets in the statements of financial position when their carrying amount will be recovered
through a sale transaction rather than continuing use. A vessel is classified as held for sale when it is available for immediate sale in its
present condition and the sale is highly probable.
A highly probable sale implies that, management is committed to a plan to sell the vessel and the plan has been initiated and,
further, that the Company is actively seeking to locate a buyer. The vessel must be actively marketed for sale at a reasonable price and
the sale is expected to be completed within one year from the date of classification as held for sale.
geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to
resale. Classification as a discontinued operation occurs upon disposal. When an operation is classified as a discontinued operation,
the comparative statements of profit or loss and other comprehensive income is presented as if the operation had been discontinued
14
The functional currency of the Company and its subsidiaries is the U.S. dollar because the vessels operate in international
shipping markets, which primarily transact business in U.S. dollars. Transactions denominated in foreign currencies are converted into
U.S. dollars and are recorded at the exchange rate in effect at the date of the transactions. For the purposes of presenting these
consolidated financial statements, monetary assets and liabilities denominated in foreign currencies are translated to U.S. dollars at the
rate of exchange prevailing at the consolidated statement of financial position date. Any resulting foreign exchange differences are
reflected under foreign exchange gain/(loss) in the consolidated statement of profit or loss and other comprehensive income. The
Borrowings are initially recognized at fair value, being the fair value of the consideration received net of issue costs associated
with the borrowing. After initial recognition, interest-bearing borrowings are subsequently measured at amortized cost using the
effective interest method and classified as current and non-current based on their repayment profile. The Company derecognizes a
borrowing when it is repaid or refinanced (in case of the latter, when its terms are modified and the cash flows of the modified
borrowing liability are substantially different, the new liability is being recognized based on the modified terms and is recognized at
fair value).
The Group considers highly liquid investments such as time deposits and certificates of deposit with original maturities of
three months or less to be cash equivalents. For the purposes of the consolidated cash flow statement, cash and cash equivalents
Restricted cash represents pledged cash deposits or minimum liquidity to be maintained with certain banks under the Group’s
borrowing arrangements. In the event that the borrowing relating to such deposits is expected to be terminated within the next
twelve months from the statements of financial position date, they are classified under current assets otherwise they are classified as
non-current assets on the statements of financial position. The Group classifies restricted cash separately from cash and cash
equivalents in the consolidated statements of financial position. Restricted cash does not include general minimum liquidity
The Group evaluates its vessels’ operations and financial results, principally by assessing their revenue generation, and not by the
type of vessel, employment, customer or type of charter. Among others, Earnings before Interest, Tax, Depreciation and Amortization
(“EBITDA”), Operating expenses (“Opex”) and Gross profit (or otherwise referred to as “Time Charter Equivalent”), are used as key
performance indicators. The CEO, who is the chief operating decision maker, reviews these performance metrics of the fleet in
aggregate, and thus, the Group has determined that it operates under one reportable segment, that of operating tanker vessels
transporting crude oil. Furthermore, due to the international nature of oil transportation, the vessels’ employability is on a worldwide
scale, subject to restrictions as per the charter agreement, and, as a result, the Company discloses the revenue generated per continent,
Inventories consist of bunkers, lubricating oils, urea and other items including stock provisions remaining on board and are owned
by the Group at the end of each reporting period. Inventories are stated at the lower of cost and net realizable value. Cost is determined
15
Basic earnings per share is calculated by dividing profit attributable to common stock holders by the weighted average number of
common shares outstanding. Diluted earnings per share is calculated by adjusting profit attributable to common stock holders and the
weighted average number of common shares used for calculating basic earnings per share for the effects of all potentially dilutive
shares. Such dilutive common shares are excluded when the effect would be to reduce a loss per share or increase earnings per share.
The Group applies the if-converted method when determining diluted earnings per share.
This requires the assumption that all securities or contracts to issue common shares have been exercised or converted into
common shares at the beginning of the period or, if not in existence at the beginning of the period, the date of the issue of the financial
instrument or the granting of the rights by which they are granted. Under this method, once potential common shares are converted
into common shares during the period, the dividends, interest and other expense associated with those securities or contracts to issue
common shares will no longer be incurred. The effect of conversion, therefore, is to increase income attributable to common
shareholders as well as the number of shares issued. Conversion will not be assumed for purposes of computing diluted earnings per
Employee compensation is recognized as an expense, unless the cost qualifies to be capitalized as an asset. Defined contribution
plans are post-employment benefit plan under which the Group pays fixed contributions into separate entities on a mandatory,
contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The Group’s
contributions are recognized as employee compensation expenses when they are due.
Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated
liability of annual leave as a result of services rendered by employees up to the consolidated statements of financial position date.
whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits when
it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without
possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits
Pension and retirement benefit obligations — crew
Crew on board is employed under short-term contracts (usually up to nine months) and, accordingly, the Group is not liable for
A non-U.S. corporation such as the Company and its subsidiaries generally is subject to a 2% U.S. federal income tax (the
“freight tax”) in respect of gross shipping income earned from voyages to or from the U.S. However, a corporation that qualifies for
the benefits of Section 883 of the U.S. Internal Revenue Code (which depends, in part, on the ownership of the corporation) is exempt
from this tax. The Group intends to take the position that it qualified for the Section 883 exemption in 2024, and therefore, that the
freight tax should not be owed for such year. However, the freight tax could be owed in future years due to a change in circumstances.
All companies comprising the Group are not subject to any other tax on international shipping income since their countries of
incorporation do not impose such taxes. The Group’s vessels are subject to registration and tonnage taxes, which are included under
16
The Company has one class of common stock outstanding. All the shares rank in parity with one another. Each common share
carries the right to one vote in a meeting of the shareholders and all common shares are otherwise equal in all respects.
The Company’s share capital consists of 500,000,000 common shares, par value $0.001 per share, and 100,000,000 preferred
shares, par value of $0.001 per share. The Company’s issued and outstanding share capital is represented by 32,194,108 common
shares , par value $0.001 per share. In addition, as of the date of this report, OET holds 695,892 common shares in treasury (which are
Share buybacks are recognized when they occur.
Common share repurchases are recorded at cost based on the settlement date of the transaction. These shares are classified as
treasury shares, which is a reduction to shareholders’ equity. Treasury shares are included in authorized and issued shares but
Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events and it is
probable that an outflow of resources embodying economic benefits will be required to settle this obligation and a reliable estimate of
the amount of the obligation can be made.
Provisions are reviewed at each consolidated statement of financial position date and adjusted to reflect the present value of the
expenditure expected to be required to settle the obligation. Contingent liabilities are not recognized in the consolidated financial
statements but are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent
Long-term borrowings are initially recognized at fair value, net of transaction costs. Subsequently, they are measured at amortized
cost using the effective interest rate (EIR) method. Any difference between the proceeds (net of transaction costs) and the settlement
of the borrowings is recognized in the consolidated statement of profit or loss over the term of the borrowings.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at
least 12 months after the reporting period.Long-term borrowings also include arrangements such as sale and leaseback transactions
with an option or obligation to repurchase the asset. In such cases, the Group continues to recognize the asset and a financial liability
Modification of Long-term Borrowings
The Group accounts for modifications of financial liabilities in accordance with IFRS 9 “Financial Instruments”. A financial
liability is considered modified when the contractual terms of the loan are renegotiated or amended without leading to derecognition.
Non-substantial Modification
If the modification of a financial liability is non-substantial (i.e., does not result in a significant change in contractual terms), the
liability is not derecognized. Instead:
•
The carrying amount of the liability is adjusted to the present value of the modified future cash flows, discounted at the
original effective interest rate (EIR).
17
•
Any difference between the carrying amount before modification and the remeasured liability is recognized as a modification
gain or loss in profit or loss.
•
Any costs or fees incurred are adjusted against the carrying amount of the liability and amortized over the remaining term.
A modification is considered non-substantial when the discounted present value of the revised cash flows does not differ by more
than 10% from the carrying amount of the original liability.
Substantial Modification
A modification is deemed substantial if:
•
The revised contractual terms result in a significant change in the liability’s terms, or
•
The 10% test (quantitative assessment) indicates a significant difference.
If a substantial modification occurs:
•
The original financial liability is derecognized, and a new financial liability is recognized at fair value.
•
The difference between the carrying amount of the original liability and the fair value of the new liability is recognized in
profit or loss.
•
observable.
•
Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or liabilities.
•
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
•
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that
Cash and cash equivalents and restricted cash are considered Level 1 financial instruments. Variable rate long-term borrowings
and derivative financial instruments are considered Level 2 financial instruments. There are no financial instruments in Level 3, nor
any transfers between fair value hierarchy levels during the periods presented.
The carrying amounts reflected in the consolidated statements of financial position for cash and cash equivalents, restricted cash,
trade and other receivables, claims receivable, current accounts due to related parties and other current liabilities, approximate their
U.S. dollar SOFR (that substituted LIBOR from July 1, 2023 onwards) and due to the fact that financing institutions have the ability to
pass on their funding cost to the Group under certain circumstances, which reflects their current assessed risk. The terms of the
Group’s long-term borrowings are similar to those that could be procured as of December 31, 2024. SOFR rates are observable at
commonly quoted intervals for the full term of the loans and hence variable rate long-term borrowings are considered Level 2
18
If a vessel is sold and subsequently leased back by the Group, pursuant to a memorandum of agreement (MoA) and a bareboat
charter agreement, the Group determines when a performance obligation is satisfied in IFRS 15, to determine whether the transfer of a
vessel is accounted for as a sale. If the transfer of a vessel satisfies the requirements of IFRS 15 to be accounted for as a sale, the
Group measures the right-of- use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that
relates to the right of use retained and recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-
lessor. If the transfer of a vessel does not satisfy the requirements of IFRS 15 to be accounted for as a sale, the Group continues to
recognize the transferred vessel and shall recognize a financial liability equal to the transfer proceeds. All of the Group lease financing
agreements as of December 31, 2024 and 2023 were of this type. Please refer to Note 12 for the description of the nature of these sale
and leaseback arrangements, general terms, covenants included, any variable payments, if any, as well as the purchase options and/or
obligations they provide for.
Leases
The Group as a Lessee
The Group is a lessee, pursuant to contracts for the lease of office space and a Company car.
The Group assesses whether a contract is, or contains a lease, at inception of the contract applying the provisions of IFRS 16, and
recognizes a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee,
except for instances where the Group makes use of the available practical expedients included in IFRS 16. These expedients relate to
short-term leases (defined as leases with a lease term of twelve months or less) or leases of low value assets. For these leases, the
Group continues to recognize the lease payments as an operating expense on a straight-line basis over the term of the lease, unless
another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing
rate.
The Group as a lessor
The Group enters into lease agreements as a lessor with respect to chartering out its vessels.
Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are
classified as operating leases. Lease classification is made at the inception date and is reassessed only if there is a lease modification.
Changes in estimates (for example, changes in estimates of the economic life or of the residual value of the underlying asset), or
changes in circumstances (for example, default by the lessee), do not give rise to a new classification of a lease.
Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs
incurred in negotiating and arranging an operating lease are added to the carrying amount of the asset and recognized on a straight-line
basis over the lease term. Amounts due from leases under finance leases are recognized as receivables at the amount of the Group’s
net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return
on the Group’s net investment outstanding in respect of the leases.
When a lease agreement includes lease and non-lease components, the Group applies IFRS 15 to allocate the consideration under
the agreement to each component.
The Group has determined that the lease component is the lease of a vessel and the non-lease component is the technical
management services provided to operate the vessel. Each component is quantified on the basis of the relative stand-alone price of
each lease component, and on the aggregate stand-alone price of the non- lease components.
19
These components are accounted for as follows:
•
All fixed lease revenue earned under these lease agreements is recognized on a straight-line basis over the term of the lease
under IFRS 16.
•
The non-lease component is accounted for as services revenue under IFRS 15. This revenue is recognized “over time” as the
The Group uses, from time-to time, interest rate swaps to economically hedge its exposure to interest rate risk arising from its
variable rate borrowings. Interest rate swaps are initially recognized at fair value on the consolidated statements of financial position
on the date the derivative contracts are entered into and are subsequently remeasured to their fair value at each reporting date. The fair
value of these derivative financial instruments is based on a discounted cash flow calculation. The resulting changes in fair value are
recognized in the consolidated statements of profit or loss and other comprehensive income unless the derivative is designated and
effective as a hedging instrument, in which event the timing of the recognition in the consolidated statements of profit or loss and
other comprehensive income depends on the nature of the hedge relationship. Derivatives are presented as current or non-current
assets when their valuation is favourable to the Group and as current or non-current liabilities when unfavourable to the Group. Cash
outflows and inflows resulting from derivative contracts are presented as cash flows from operations in the consolidated statements of
cash flows. The Company has selected not to apply hedge accounting and records the effect from its interest rate swaps movement in
its consolidated statement of profit or loss.
Derivative financial instruments — Forward Freight Agreements (FFAs)
The Group enters into FFAs to economically hedge its trading exposure in the spot market. FFAs are derivative financial
instruments initially recognized at fair value on the consolidated statements of financial position on the date the FFAs are entered into
and are subsequently remeasured to their fair value at each reporting date. Upon settlement, if the contracted charter rate is less than
the average of the rates, as reported by an identified index, for the specified route and time period, the seller of the FFA is required to
pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate,
multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the
settlement rate, the buyer is required to pay the seller the settlement sum. The resulting changes in fair value are recognized in the
consolidated statements of profit or loss and other comprehensive income unless the derivative is designated and effective as a
hedging instrument, in which event the timing of the recognition in the consolidated statements of profit or loss and other
comprehensive income depends on the nature of the hedge relationship. FFA derivatives are presented as current or non-current assets
when their valuation is favourable to the Group and as current or non- current liabilities when unfavourable to the Group.
Classification as current or non-current is determined based on the FFA’s maturities. Cash outflows and inflows resulting from the
FFAs are presented as cash flows from operations in the consolidated statements of cash flows. FFA derivatives are considered to be
Level 2 items in accordance with the fair value hierarchy as defined in IFRS 13 Fair Value Measurement. FFAs do not qualify for
hedge accounting and therefore unrealized gains or losses are recognized under Unrealized/realized gain/(loss) on derivatives in the
consolidated statements of profit or loss and other comprehensive income.
Derivative financial instruments — Foreign Exchange Forward Swaps (FXSs)
The Group enters into FXSs to economically hedge its exposure to floating foreign exchange rates arising from the Group’s
exposure to Euro versus USD fluctuations. FXSs are initially recognized at fair value on the consolidated statement of financial
position on the date the derivative contracts are entered into and are subsequently re-measured to their fair value at each reporting
date. The fair value of these derivative financial instruments is based on a discounted cash flow calculation. The resulting changes in
fair value are recognized in the consolidated statements of profit or loss and other comprehensive income. FXSs are presented as
assets when their valuation is favorable to the Group and as liabilities when unfavorable to the Group. Cash outflows and inflows
resulting from FXSs derivative contracts are presented as cash flows from operations in the consolidated statement of cash flows.
20
Interest income comprise interest receivable from available bank balances and short-term deposits. Financing costs comprise
interest payable on borrowings, various banks charges and bank related fees. Interest income and finance costs are recognized in the
Standards and interpretations effective in the current year
The following standards and amendments relevant to the Group were effective in the current year:
In January 2020, the IASB issued amendments to
IAS 1 —
P
resentation of Financial Statements: Classification of Liabilities as
Current or Non-Current
to clarify how to classify debt and other liabilities as current or non-current, and in particular how to classify
liabilities with an uncertain settlement date and liabilities that may be settled by converting to equity.
In September 2022, the IASB issued amendments to
IFRS 16 — Leases: Liability in a Sale and Leaseback
to improve the
requirements for sale and leaseback transactions, which specify the measurement of the liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains.
In October 2022, the IASB issued amendments to
IAS 1 — Presentation of Financial Statements: Non-current Liabilities with
Covenants
, that clarify how conditions with which an entity must comply within twelve months after the reporting period affect the
classification of a liability.
In May 2023, the IASB issued amendments to
IAS 7 — Statement of Cash Flows and IFRS 7 — Financial Instruments:
Disclosures: Supplier Finance Arrangements
, that introduce new disclosure requirements to enhance the transparency and usefulness
of the information provided by entities about supplier finance arrangements and are intended to assist users of financial statements in
understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk.
All other IFRS standards and amendments that became effective in the current year were not relevant to the Group or were not
material with respect to the Group’s financial statements.
Standards and amendments in issue not yet effective
At the date of authorization of these consolidated financial statements, the following standards and amendments relevant to the
Group were in issue but not yet effective:
In April 2024, the IASB issued the new standard
IFRS 18 — Presentation and Disclosure in Financial Statements
, with the aim to
give investors more transparent and comparable information about companies’ financial performance through the introduction of three
sets of new requirements: improved comparability in the income statement; enhanced transparency of management-defined performance
measures; more useful grouping of information in the financial statements. The new standard will affect all companies using IFRS
Accounting Standards and will replace
IAS 1 — Presentation of Financial Statements
(while some of its requirements will be carried
forward in
IFRS 18
). The standard is effective on or after January 1, 2027 but early adoption is possible. Management anticipates that
this new standard will have a disclosure impact on the Group’s financial statements.
In May 2024, the IASB issued amendments to
IFRS 9 — Financial Instruments
and
IFRS 7 — Financial Instruments-Disclosure
,
with the aim to set financial liabilities using an electronic payment system and to assess contractual cash flow characteristics of financial
assets, including those with environmental, social and governance (ESG)-linked features. They also amended disclosure requirements
relating to investments in equity instruments designated at fair value through other comprehensive income and added disclosure
requirements for financial instruments with contingent features that do not relate directly to basic lending risks and costs. The
amendments are effective for annual reporting periods beginning on or after 1 January 2026, but early adoption is possible. Management
anticipates that this amendment will not have a material impact on the Group’s financial statements.
In July 2024, the IASB published ‘
Annual Improvements to IFRS Accounting Standards — Volume 11’
. It contains amendments to
five standards as result of the IASB’s annual improvements project (
IFRS 1 — First-time Adoption of International Financial Reporting
21
Standards, IFRS 7 — Financial Instruments: Disclosures, IFRS 9 — Financial Instruments, IFRS 10 — Consolidated Financial
Statements, IAS 7 — Statement of Cash Flows
). The amendments are effective for annual reporting periods beginning on or after 1
January 2026, with earlier application permitted. The Group is currently assessing the impacts from the adoption of those five standards.
There are no other IFRS standards and amendments issued by but not yet effective that are expected to have a material effect on
Critical Accounting Judgments and Key Sources of Estimation Uncertainty
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the consolidated
financial statements, and the stated amounts of revenues and expenses during the reporting period. Management evaluates whether
estimates should be in use on an ongoing basis by utilizing historical experience, consultancy with experts, and other methods it
considers reasonable in the particular circumstances. However, uncertainty about these assumptions and estimates could result in
outcomes that could require a material adjustment to the carrying amount of the asset or liability in the future.
The key sources of estimation uncertainty are as follows:
Classification of lease contracts
The classification of the leaseback element of a sale and leaseback transaction as either an operating or a finance leaseback
requires judgment. The Group follows a formalized process to determine whether a sale of the vessel has taken place, in accordance
with the criteria established in IFRS 15. In this determination, an assessment of the nature of any repurchase options is made. The
outcome of the transaction (at option exercise dates in particular) may differ from the original assessment made at inception of the
lease contract.
Vessel lives and residual values
The carrying value of the vessels represents their original cost at the time of purchase, less accumulated depreciation and any
impairment. Vessels are depreciated to their residual values on a straight-line basis over their estimated useful lives. The estimated
useful life of 25 years is management’s best estimate, that remains unchanged compared to prior year. The residual value is estimated
as the lightweight tonnage of the vessel multiplied by a forecast scrap value per ton. The scrap value per ton is estimated using market
scrap prices, assuming a vessel is already of age, and its condition is as expected at the end of its useful life at the statement of
financial position date. The scrap rate is estimated to be approximately $400 per ton of lightweight steel.
An increase in the estimated useful life of a vessel or in its scrap value would have the effect of decreasing the annual
depreciation charge. A decrease in the useful life of a vessel or in its scrap value would have the effect of increasing the annual
depreciation charge.
When regulations place significant limitations over the ability of a vessel to trade on a worldwide basis, the vessel’s useful life is
adjusted to end at the date such regulations become effective. The estimated salvage value of the vessel may not represent the fair
market value at any one time since market prices of scrap values tend to fluctuate.
The Company evaluates the carrying amounts of the Group’s vessels to determine whether there is any indication that they have
suffered an impairment loss by considering both internal and external sources of information. If any such indication exists, their
recoverable amounts are estimated in order to determine the extent of the impairment loss, if any.
Likewise, if there is an indication that an impairment loss recognized in prior periods no longer exists or may have decreased, the
need for recognizing an impairment reversal is assessed by comparing the carrying amount of the vessels to the latest estimate of
recoverable amount.
Recoverable amount is the higher of fair value less costs to sell and value in use. As part of this evaluation, the Company
considers both internal and external indicators of potential impairment, in accordance with IAS 36. Indicators of possible impairment
22
may include, but are not limited to, comparing the carrying amount of net assets to market capitalization, changes in interest rates,
changes in the technological, market, economic, or legal environments in which the Group operates, changes in forecasted charter
rates, and movements in external broker valuations. The Company also assesses whether any evidence suggests the obsolescence or
physical damage of the Group’s assets, whether the Group has any plans to dispose of an asset before the end.
In assessing value-in- use, the estimated future cash flows are discounted to their present value, using a discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows
have not been adjusted. As part of the process of assessing the fair value less cost to sell for a vessel, the Group obtains valuations
from independent ship brokers on a quarterly basis or when there is an indication that an asset or assets may be impaired. If an
indication of impairment is identified, the need for recognizing an impairment loss is assessed by comparing the carrying amount of
values, as estimated by management with consideration to independent brokers’ valuations. As a result, there were no events or
Deferred drydocking costs
The Group recognizes drydocking costs as a separate component from the vessels’ carrying amounts and depreciates them on a
straight-line basis over the estimated period until the next drydocking of the vessels. If a vessel is disposed of before the next
scheduled drydocking, the remaining balance is written-off and forms part of the gain or loss recognized upon disposal of vessels in
the period when contracted. Vessels are estimated to undergo drydocking every 5 years after their initial delivery from the shipyard,
until a vessel reaches 10 years of age, and thereafter every 2.5 years to undergo special or intermediate surveys, for major repairs and
maintenance that cannot be performed while in operation. However, this estimate might be revised in the future. Management
estimates costs capitalized as part of the drydocking component as costs to be incurred during the first drydocking at the drydock yard
for a special survey and parts and supplies used in making such repairs that meet the recognition criteria, based on historical
experience with similar types of vessels.
Climate and environmental risk factors
The Group might incur increased operating and maintenance costs to maintain the operational performance and superiority of its
vessels. These cost factors are taken into consideration when an indication of impairment arises, and included in the Group’s
discounted cash flows calculations. Management adjusts its cash flows, accordingly with the following:
•
an increase in its operating costs both for inflation, as well as extra operating costs associated with the vessels operating
effectiveness;
•
an increase associated with the vessels’ special surveys and future Drydock costs; and
•
an adjustment of its weighted average cost of capital calculation.
Inventories
Inventories are analyzed as follows:
As of December 31, |
2024 |
2023 |
Bunkers |
21,007,217 |
21,986,056 |
Lubricants |
3,049,006 |
2,979,904 |
Provisions |
285,442 |
351,307 |
Urea |
— |
36,750 |
Total |
24,341,665 |
25,354,017 |
23
Vessels, Net
Vessels, net are analyzed as follows:
Drydocking and |
|||
Vessels’ cost |
special survey costs |
Total |
|
Cost |
|||
Balance – January 1, 2023 |
1,138,221,805 |
13,705,520 |
1,151,927,325 |
Fully amortized Drydock component |
— |
(1,600,000) |
(1,600,000) |
Additions |
— |
4,109,803 |
4,109,803 |
Balance - December 31, 2023 |
1,138,221,805 |
16,215,323 |
1,154,437,128 |
Fully amortized Drydock component |
— |
(6,000,000) |
(6,000,000) |
Additions |
— |
11,628,230 |
11,628,230 |
Balance – December 31, 2024 |
1,138,221,805 |
21,843,553 |
1,160,065,358 |
Accumulated Depreciation |
|||
Balance – January 1, 2023 |
(120,665,575) |
(6,965,715) |
(127,631,290) |
Fully amortized Drydock component |
— |
1,600,000 |
1,600,000 |
Depreciation charge for the year |
(37,517,768) |
(2,819,890) |
(40,337,658) |
Balance - December 31, 2023 |
(158,183,343) |
(8,185,605) |
(166,368,948) |
Fully amortized Drydock component |
— |
6,000,000 |
6,000,000 |
Depreciation charge for the year |
(37,494,282) |
(3,604,608) |
(41,098,890) |
Balance – December 31, 2024 |
(195,677,625) |
(5,790,213) |
(201,467,838) |
Net Book Value – December 31, 2023 |
980,038,462 |
8,029,718 |
988,068,180 |
Net Book Value – December 31, 2024 |
942,544,180 |
16,053,340 |
958,597,520 |
In the year ended December 31, 2024, the Group drydocked its VLCC vessels, for their first five-year scheduled special survey.
The drydock cost amounted to $2.1 million for Nissos Despotiko, $2.0 million for Nissos Donoussa, $1.8 million for Nissos Kythnos,
and $1.9 million for each of Nissos Rhenia, Nissos Keros and Nissos Anafi.
In the year ended December 31, 2023, the Group drydocked its Suezmax vessels, Kimolos and Folegandros, for their first five-
year scheduled special survey. The drydock cost amounted to approximately $1.9 and $2.0 million for Kimolos and Folegandros,
respectively.
As of December 31, |
2024 |
2023 |
Right-of-Use assets |
80,206 |
26,233 |
Other fixed assets |
— |
61,019 |
Total |
80,206 |
87,252 |
The Group has recognized Right-of-Use assets, pursuant to contracts for the lease of office space and a Company car. For the year
ended December 31, 2024, 2023 and 2022, the Group recorded an amount of $35,347, $44,970 and $30,533, respectively as
24
Accrued Expenses
Accrued expenses are analyzed as follows:
As of December 31, |
2024 |
2023 |
2022 |
Accrued payroll related taxes |
15,176 |
25,581 |
15,645 |
Accrued voyage expenses |
1,869,834 |
456,344 |
1,021,539 |
Accrued loan interest |
1,818,963 |
1,780,885 |
3,781,363 |
Accrued social insurance contributions |
184,341 |
164,406 |
91,573 |
Accrued operating expenses |
2,001,847 |
1,001,994 |
1,036,952 |
Other accrued expenses |
19,155 |
55,832 |
77,827 |
Total |
5,909,316 |
3,485,042 |
6,024,899 |
Vessel Operating Expenses
Vessel operating expenses are analyzed as follows:
For the year ended December 31, |
2024 |
2023 |
2022 |
Crew costs |
23,963,712 |
25,824,142 |
23,283,420 |
Insurances |
3,213,131 |
3,273,552 |
3,084,189 |
Stores |
3,798,246 |
1,874,962 |
1,566,555 |
Spares |
3,139,300 |
2,556,623 |
1,382,223 |
Repairs and surveys |
1,964,837 |
2,188,650 |
1,826,758 |
Flag expenses |
875,347 |
643,661 |
531,871 |
Lubricants |
3,225,877 |
3,250,710 |
2,466,943 |
Telecommunication expenses |
397,166 |
450,040 |
195,605 |
Miscellaneous expenses |
1,856,642 |
1,679,945 |
1,402,896 |
Total |
42,434,258 |
41,742,285 |
35,740,460 |
10. Voyage Expenses
Voyage expenses are analyzed as follows:
For the year ended December 31, |
2024 |
2023 |
2022 |
Port expenses |
34,691,410 |
30,385,334 |
17,962,872 |
Bunkers |
88,717,067 |
76,215,708 |
55,671,538 |
Other voyage expenses |
3,787,828 |
2,958,197 |
451,811 |
Total |
127,196,305 |
109,559,239 |
74,086,221 |
General and administrative expenses are analyzed as follows:
For the year ended December 31, |
2024 |
2023 |
2022 |
Employee costs |
7,665,227 |
5,816,591 |
3,998,981 |
Directors’ fees and expenses |
1,200,219 |
906,598 |
850,942 |
Professional fees |
1,625,369 |
2,032,332 |
287,355 |
Other expenses |
420,047 |
1,177,852 |
159,245 |
Total |
10,910,862 |
9,933,373 |
5,296,523 |
25
The Companies have entered into borrowing agreements which are analyzed as follows:
Outstanding |
|||||
Loan |
Applicable |
||||
Balance as of |
Unamortized |
Interest Rate |
|||
December |
Deferred Financing |
Outstanding Net of |
(SOFR(S) |
||
Loan Facility |
Vessel |
31,2024 |
Fees |
Loan Financing Fees |
+Margin) |
$34.7 Million Secured Term Loan |
|||||
Facility |
Milos |
32,525,000 |
163,529 |
32,361,471 |
S+1.75 % |
$31.1 Million Secured Term Loan |
|||||
Facility |
Poliegos |
29,554,500 |
278,190 |
29,276,310 |
S+1.60 % |
$113.0 Million Secured Term Loan |
|||||
Facility |
Kimolos |
29,500,000 |
136,181 |
29,363,819 |
S+1.90 % |
Folegandros |
29,500,000 |
136,181 |
29,363,819 |
S+1.90 % |
|
Nissos Keros |
40,800,000 |
188,352 |
40,611,648 |
S+1.90 % |
|
$84.0 Million Secured Term Loan |
|||||
facility |
Nissos Sikinos |
38,062,500 |
256,324 |
37,806,176 |
S+1.85 % |
Nissos Sifnos |
38,062,500 |
257,933 |
37,804,567 |
S+1.85 % |
|
$167.5 Million Sale and Leaseback |
|||||
Agreements |
Nissos Rhenia |
51,947,183 |
856,267 |
51,090,916 |
S+5.55 %* |
Nissos Despotiko |
52,311,372 |
870,786 |
51,440,586 |
S+5.55 %* |
|
$125.7 Million Secured Term Loan |
|||||
Facility |
Nissos Donoussa |
55,135,000 |
1,173,326 |
53,961,674 |
S+1.65 % |
$60.0 Million Secured Term Loan |
|||||
Facility |
Nissos Kythnos |
57,918,646 |
213,615 |
57,705,031 |
S+1.40 %** |
$73.5 Million Sale and Leaseback |
|||||
Agreements |
Nissos Anafi |
69,908,661 |
298,125 |
69,610,536 |
S+1.90 % |
$194.0 Million Sale and Leaseback |
|||||
Agreements |
Nissos Kea |
62,746,875 |
584,414 |
62,162,461 |
S+2.00 % |
Nissos Nikouria |
63,656,250 |
649,055 |
63,007,195 |
S+2.00 % |
|
Total |
651,628,487 |
6,062,278 |
645,566,209 |
S+2.41 % |
|
Other lease |
|||||
liabilities |
80,838 |
||||
Total |
645,647,047 |
*
Post the transition from LIBOR to SOFR as the base rate, these financings include an applicable Credit Adjustment Spread
(“CAS”) on top of the SOFR base rate. Relates to the applicable margin as of December 31, 2024.
**
Please refer to paragraph $60.0 Million Secured Term Loan Facility for more information.
Transition from LIBOR to SOFR
While the Group’s loan arrangements previously used LIBOR, including during the fiscal year ended December 31, 2023, in 2023
the Company amended those loan agreements to transition from LIBOR to SOFR. As a result, from July 1, 2023, none of the Group’s
financing arrangements currently utilizes LIBOR, and those that have a reference rate use SOFR, in line with current market practice.
$44.0 Million Secured Credit Term Loan Facility
On July 8, 2020, Omega Three Marine Corp. entered into a $44.0 million secured credit facility with ABN AMRO Bank N.V. to
refinance then-existing indebtedness on the vessel
Kimolos
. The facility bore interest at LIBOR plus a margin of 2.50% per annum and
had a final maturity date of July 9, 2026. Omega Three Marine Corp. drew down $42.2 million of this facility. The facility was
repayable in 24 equal quarterly installments of $695,000, with a balloon payment of $25,488,750 due upon maturity. This facility was
26
secured by, among other things, a first priority mortgage on
Kimolos
and was guaranteed by the Company. This loan was prepaid in
June 2023.
$40.0 Million Secured Term Loan Facility
On July 7, 2020, Omega Four Marine Corp. entered into a $40.0 million secured term loan facility with BNP Paribas to refinance
then-existing indebtedness on the vessel
Folegandros
. The facility bore interest at LIBOR plus a margin of 2.60% per annum and had
a final maturity date of July 9, 2026. The facility was repayable in 24 equal quarterly installments of $593,250, with a balloon
payment of $24,912,000 due upon maturity. This facility was secured by, among other things, a first priority mortgage on
Folegandros
and was guaranteed by the Company. This loan was prepaid in June 2023.
$103.2 Million Secured Term Loan Facility
On September 9, 2020,
Omega Six Marine Corp. and Omega Ten Marine Corp. entered into an approximately $103.2 million
secured term loan facility with KEXIM Bank (UK) Limited to finance their acquisition of
Nissos Sikinos
and
Nissos Sifnos
, which
agreement was amended and restated on July 6, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to
the Term SOFR, subject to (i) a mandatory switch mechanism to the daily non-cumulative compounded SOFR (“Compounded
SOFR”) and (ii) the borrowers’ option to switch the interest rate to Compounded SOFR. The facility was comprised of a KEXIM
facility of up to $61,924,800 and a commercial facility of up to $41,283,200. Each of the two tranches of the KEXIM facility bore
interest at Term SOFR (previously LIBOR) plus a margin of 1.80% per annum and a credit adjustment spread (“CAS”) of 0.26161%
per annum relating to the transition from LIBOR, was repayable in 48 equal consecutive quarterly installments of $645,050, and had a
final maturity date of September 11 and September 23, 2032 (each tranche respectively). Each of the two tranches of the commercial
facility bore interest at Term SOFR (previously LIBOR) plus a margin of 2.20% per annum and a CAS of 0.26161% per annum
relating to the transition from LIBOR, was repayable in 20 equal consecutive quarterly installments of $206,416, with a balloon
payment of $16,513,280 due upon maturity, and had a final maturity date of September 11 and September 23, 2025 (each tranche
respectively). This facility was secured by, among other things, a first priority mortgage on each of
Nissos Sikinos
and
Nissos Sifnos
and was guaranteed by the Company. This loan was prepaid in September 2023.
$125.7 Million Secured Term Loan Facility
On May 23, 2022, Anassa Navigation S.A. and Nellmare Marine Ltd. entered into an approximately $125.7 million secured term
loan facility with the National Bank of Greece to refinance the then-existing indebtedness on the vessels,
Nissos Kythnos
and
Nissos
Donoussa
, which agreement was amended on June 29, 2023 to amend the provisions in relation to the calculation of interest from
LIBOR to Term SOFR, subject to the borrowers’ option to switch the interest rate to the cumulative compounded SOFR. The facility
has a final maturity date of May 25, 2029 and bears interest at SOFR (previously LIBOR) plus a margin of 2.50% per annum. The
margin may be increased following discussions between the lender and the borrowers if it is determined that, pursuant to the
sustainability certificate provided by the borrowers to the lender annually, (1) the weighted average of the efficiency ratio of all fleet
vessels (using the parameters of fuel consumption, distance travelled and deadweight at maximum summer draught, reported in unit
grams of CO
2
per ton per mile) for that calendar year, as certified by an approved classification society, is equal to or above the target
set for the relevant year and (2) the weighted average percentage of the total waste incinerated on board for all fleet vessels in that
calendar year (calculated in line with Class Approved Plans & Record Books, MARPOL Annex I — “Oil Record Book” (endorsed by
Flag Administration) & “Fuel Management Plan” (approved by class) and MARPOL Annex V — “Garbage Record Book” &
“Garbage Management Plan” (approved by class)) is equal to or above the target set for the relevant year. The amount of any increase
in the margin will be based on discussions between the lender and the borrowers. Other than as set out above, there will be no other
assessment of the information contained in any sustainability certificate and the sustainability certificates themselves will not be made
publicly available unless the Company deemed them to be material. Each of the two tranches of the facility is repayable in 28
quarterly installments, the first 8 of which are $750,000 and the next 20 of which are $850,000, with a balloon payment of
$39,835,000 due upon maturity. This facility is secured by, among other things, a first priority mortgage on the
Nissos Donoussa
and
is guaranteed by the Company. The tranche relating to the
Nissos Kythnos
was repaid by Anassa Navigation S.A. on May 24, 2024.
On May 21, 2024, Nellmare Marine Ltd. entered into a supplemental agreement to the existing senior secured credit facility
financing the VLCC vessel
Nissos Donoussa
. The supplemental agreement provides for a reduction of the margin to 165 basis points
over the applicable Term SOFR, through the duration of the facility.
27
$58.2 Million Secured Term Loan Facility
On January 24, 2019, Arethusa Shipping Corp. entered into an approximately $58.2 million secured term loan facility with BNP
Paribas to finance the acquisition of
Nissos Keros
. The facility bore interest at LIBOR plus a margin of 2.25% per annum and had a
final maturity date of October 16, 2025. The facility was repayable in 24 equal quarterly installments of $808,000, with a balloon
payment of $38,783,000 due upon maturity. This facility was secured by, among other things, a first priority mortgage on
Nissos
Keros
and was guaranteed by the Company. This loan was prepaid in June 2023.
$58.0 Million Secured Term Loan Facility
On February 27, 2019, Moonsprite Shipping Corp. entered into a $58.0 million secured term loan facility with Crédit Agricole
Corporate and Investment Bank (“CACIB”) and the Export-Import Bank of Korea (“KEXIM”) to finance the acquisition of
Nissos
Anafi
, which agreement was amended and restated on November 11, 2020 in order to include a hedging mechanism and further
amended and restated again on June 16, 2023 to amend the provisions in relation to the calculation of interest from LIBOR to Term
SOFR. The facility consisted of a commercial facility by CACIB in the amount of $38 million and a KEXIM facility loan in the
amount of $20 million. The commercial facility bore interest at Term SOFR (previously LIBOR) plus a margin of 2.25% per annum
and the applicable CAS relating to the transition from LIBOR depending on the applicable interest period (namely, 0.26161% per
annum for interest periods exceeding month and up to three months, 0.42826% per annum for interest periods exceeding three months
and up to six months, or 0.71513% per annum for interest periods exceeding six months and up to twelve months), was repayable in
32 equal quarterly installments of $275,000, with a balloon payment of $29,200,000 due upon maturity and had a final maturity date
of January 3, 2028. The KEXIM facility loan bore interest at Term SOFR (previously LIBOR) plus a margin of 1.80% per annum and
a CAS of 0.26161% per annum relating to the transition from LIBOR, was repayable in 32 equal quarterly installments of $625,000
and had a final maturity date of January 3, 2028. The facility was secured by, among other things, a first priority mortgage on
Nissos
Anafi
and was guaranteed by the Company. In December 2020, through an assignment agreement, CACIB transferred to Siemens
Financial Services, Inc. 50% of its outstanding loan balance, i.e., $18,587,500. This loan was prepaid in February 2024.
$113.0 Million Secured Term Loan Facility
On June 27, 2023, Omega Three Marine Corp., Omega Four Marine Corp. and Arethusa Shipping Corp. entered into a $113.0
million senior secured credit facility with ABN AMRO Bank N.V. to refinance then-existing indebtedness on the vessels,
Kimolos
,
Folegandros
and
Nissos Keros
. The facility bears interest at Term SOFR, subject to a mandatory switch mechanism to Compounded
SOFR, plus a margin of 1.90% per annum and has a final maturity date of June 30, 2028. The facility is repayable in 20 equal
consecutive quarterly installments of $2,200,000, with a balloon payment of $69,000,000 due upon maturity. This facility is secured
by, among other things, a first priority mortgage on each of
Kimolos
,
Folegandros
and
Nissos Keros
and is guaranteed by the
Company.
$84.0 Million Secured Term Loan Facility
On September 8, 2023, Omega Six Marine Corp. and Omega Ten Marine Corp. entered into an $84.0 million senior secured
credit facility with CACIB to refinance the then-existing indebtedness on the vessels,
Nissos Sikinos
and
Nissos Sifnos
. The facility
bears interest at Term SOFR, plus a margin of 1.85% per annum, and has a final maturity date in September 2029. Each of the two
tranches is repayable in 24 equal consecutive quarterly installments of $787,500, with a balloon payment of $23,100,000 due upon
maturity. This facility is secured by, among other things, a first priority mortgage on each of
Nissos Sikinos
and
Nissos Sifnos
and is
On January 31, 2024, Omega One Marine Corp. entered into an $34.7 million senior secured term loan facility with Kexim Asia
Limited and Kexim Bank (UK) Limited to refinance the then-existing indebtedness on the vessel
Milos
. The facility bears interest at
the applicable Term SOFR, plus a margin of 1.75% per annum, and has a final maturity date in February 2030. The facility is
repayable in 24 equal consecutive quarterly installments of $725,000, with a balloon payment of $17,300,000 due upon maturity. This
facility is secured by, among other things, a first priority mortgage on
Milos
28
$56.0 Million Sale and Leaseback Agreement — Milos
On January 29, 2019, Omega One Marine Corp. entered into a $49.0 million sale and leaseback agreement with Ocean Yield with
respect to the vessel,
Milos
, which included a $7.0 million non-cash element. The charter period was 156 months from delivery and
the charter hire was paid monthly, in advance, in a cash amount equal to $12,825 per day plus a non-cash amount of $1,475 per day
(which is set off against the $7.0 million prepaid hire that Omega One Marine Corp. made). On April 27, 2023, an addendum to the
bareboat charter to amend the provisions of the bareboat charter was entered into in relation to the calculation of charter hire from
LIBOR to Term SOFR. The charter hire was subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of
0.26161% per annum. The charter was guaranteed by the Company, and the charterer permitted a mortgage to be filed regarding the
finance lease, as well as entered into assignment of earnings, assignment of insurances, charter guarantee, pledge of account and a
manager’s undertaking. Omega One Marine Corp. had the option to repurchase the vessel at the end of years 5, 7, 10, and 12, at
purchase option prices that range from $34.7 million to $11.5 million at the end of year 12. The vessel was delivered in February
2019. Omega One Marine Corp. repurchased the
Milos
in February 2024, and therefore this sale and leaseback arrangement is no
longer in effect.
$54.0 Million Sale and Leaseback Agreement — Poliegos
On June 8, 2017, Omega Two Marine Corp. entered into a $47.2 million sale and leaseback agreement with Ocean Yield with
respect to the vessel,
Poliegos
, which included a $6.8 million non-cash element. The charter period was 168 months from the delivery
date and the charter hire was paid monthly, in advance, in a cash amount equal to $11,550 per day plus a non-cash amount of
$1,368.93 per day (which is set off against the $7.0 million prepaid hire that Omega Two Marine Corp. made). On April 27, 2023, the
charterer entered into an addendum to the bareboat charter to amend the provisions of the bareboat charter in relation to the calculation
of charter hire from LIBOR to Term SOFR. The charter hire was subject to an adjustment based on Term SOFR (previously LIBOR)
and a CAS of 0.26161% per annum, relating to the transition from LIBOR. The charter was guaranteed by the Company, and Omega
Two Marine Corp. permitted a mortgage to be filed regarding the finance lease, as well as entered into assignment of earnings,
assignment of insurances, charter guarantee, pledge of account and a manager’s undertaking. Omega Two Marine Corp also had the
option to repurchase the vessel at the end of years 7, 10, and 12, and at purchase option prices that range from $31.1 million to $17.2
million at the end of year 12. The vessel was delivered in June 2017. Omega Two Marine Corp repurchased the
Poliegos
in July 2024,
and therefore this sale and leaseback arrangement is no longer in effect.
On June 20, 2024, Omega Two Marine Corp. entered into a new $31.11 million senior secured credit facility to finance the option
to purchase back the Suezmax vessel
Poliegos
from its sale and leaseback financier, Ocean Yield (the “Poliegos New Facility”). The
Poliegos New Facility is provided by Bank SinoPac Co., Ltd, and the transaction closed on July 1, 2024. The Poliegos New Facility
contains an interest rate of Term SOFR plus 160 basis points, matures in six years, and will be repaid in quarterly instalments of
approximately $0.78 million each, together with a balloon instalment of approximately $12.44 million payable at maturity. The
Poliegos New Facility is secured by, among other things, security (mortgage) over the
Poliegos
$167.5 Million Sale and Leaseback Agreements — Nissos Rhenia and Nissos Despotiko
On February 10, 2018, Omega Five Marine Corp. and Omega Seven Marine Corp. entered into approximate $150.52 million sale
and leaseback agreements with Ocean Yield with respect to the vessels,
Nissos Rhenia
and
Nissos Despotiko
.
The charter period for each of the
Nissos Rhenia
and
Nissos Despotiko
is 180 months from respective delivery and the charter hire
for the each such ship is paid monthly, in advance, in a cash amount equal to $18,600 per day per ship for the first five years from the
delivery date and $18,350 per day per ship from year six until the end of the charter period, subsequently amended to $18,600 per day
per ship for the first two years, $25,200 per day for
Nissos Rhenia
and $23,336 for
Nissos Despotiko
for years three and four and
$17,200 per day per ship for year five until the end of the charter, plus a non-cash amount of $1,734 per day per ship (which is set off
against the $9.5 million prepaid hire that Omega Five Marine Corp. and Omega Seven Marine Corp. made for each ship, respectively).
On April 27, 2023, Omega Five Marine Corp. and Omega Seven Marine Corp. entered into an addendum to each bareboat charter to
amend the provisions of such bareboat charters in relation to the calculation of charter hire from LIBOR to Term SOFR. The charter
hire is subject to an adjustment based on Term SOFR (previously LIBOR) and a CAS of 0.26161% per annum (for three-month
periods) or 0.71513% per annum (for twelve-month periods), as applicable, relating to the transition from LIBOR. Each charter is
guaranteed by us, and Omega Five Marine Corp. and Omega Seven Marine Corp. permitted a mortgage to be filed regarding the
finance lease. Ocean Yield has registered mortgages on both vessels, with amounts not exceeding the lease outstanding amounts.
Additionally, the Company, Omega Five Marine Corp. and Omega Seven Marine Corp., as applicable, have entered into assignment
29
of insurances, assignment of management agreement, charter guarantee, pledge of account, pledge of shares of the bareboat charterer,
a manager’s undertaking and a time charter general assignment. Omega Five Marine Corp. and Omega Seven Marine Corp. also have
the option to repurchase each or both vessels at the end of years 7, 10, 12 and 14, in varying amounts per ship from $49.8 million to
$14.2 million. The
Nissos Rhenia
was delivered in May 2019 and the
Nissos Despotiko
was delivered in June 2019.
$194.0 Million Sale and Leaseback Agreements — Nissos Kea and Nissos Nikouria
On March 21, 2022, Ark Marine S.A. and Theta Navigation Ltd entered into an approximate $145.5 million sale and leaseback
agreements with CMB Financial Leasing Co., Ltd. (“CMBFL”), with respect to the vessels,
Nissos Kea
and
Nissos Nikouria
. On June
29, 2023 and on January 26, 2024, respectively, Ark Marine S.A. and Theta Navigation Ltd entered into amendment and restatement
agreements of each bareboat charter to amend certain provisions of the bareboat charters The charter period for each of the vessels is
84 months from December 31, 2023 (with respect to
Nissos Kea
) and March 3, 2024 (with respect to
Nissos Nikouria
) and charter hire
is payable quarterly as follows: (a) from the delivery date of each vessel and up to and including December 31, 2023 (with respect to
Nissos Kea
) and March 3, 2024 (with respect to the
Nissos Nikouria)
, a fixed amount equal to $909,375 plus a variable amount by
priced at 260 basis points (being 2.45% as margin and 0.15% as CAS) over the applicable three-month Term SOFR, and (b) following
December 31, 2023, with respect to
Nissos Kea
, and March 3, 2024, with respect to the
Nissos Nikouria
, a fixed amount equal to
$909,375 plus a variable amount priced at 200 basis points over the applicable three-month Term SOFR. The first part of the sale and
leaseback relating to the delivery of
Nissos Kea
was drawn on March 31, 2022 and matures on the date falling 84 months from
December 31, 2023 and the second part of the sale and leaseback relating to the delivery of
Nissos Nikouria
was drawn on June 3,
2022 and matures on the date falling 84 months from March 3, 2024. According to each bareboat charter, the Company has a purchase
option that it can exercise annually as from December 31, 2024 (with respect to
Nissos Kea
) and March 3, 2025 (with respect to
Nissos Nikouria
). If the purchase option date falls after the first but prior to the seventh anniversary of December 31, 2023 (with
respect to
Nissos Kea
) and March 3, 2024 (with respect to
Nissos Nikouria
), the purchase option price for the relevant vessel is an
amount equal to the opening capital balance i.e., $72,750,000 amount drawn per vessel (75% of the purchase price) minus charter hire
paid (the “owner’s costs”), plus (a) accrued but unpaid charter hire, (b) break funding costs including any swap costs, (c) legal and
other documented costs of the owner to sell the relevant vessel, and any other additional amounts due under the sale and leaseback
documentation. If the purchase option date falls on the seventh anniversary of December 31, 2023 (with respect to
Nissos Kea
) and
March 3, 2024 (with respect to
Nissos Nikouria
), the purchase option price for the relevant vessel is an amount equal to $40,921,875
(the “amended owner’s costs”), plus (a) accrued but unpaid charter hire, (b) and other documented costs of the owner to sell the
relevant vessel, and (c) any other additional amounts due under the sale and leaseback documentation. Each charter is guaranteed by
the Company, Ark Marine S.A. and Theta Navigation Ltd, as applicable, permitted a mortgage to be filed regarding the finance lease
as well as entered into an account charge, general assignment, pledge of shares of the bareboat charterer, a builder’s warranties
assignment, and a manager’s undertaking.
$73.5 Million Sale and Leaseback Agreement — Nissos Anafi
On January 29, 2024, Moonsprite Shipping Corp. entered into an approximately $73.5 million sale and leaseback agreements with
CMBFL, with respect to the vessel
Nissos Anafi
. The charter period is 84 months from the vessel’s delivery date and charter hire is
payable quarterly in a fixed amount equal to approximately $1.2 million plus a variable amount priced at 190 basis points over the
applicable three-month Term SOFR. Moonsprite Shipping Corp. has the option to repurchase the vessel, such option being exercisable
quarterly following the one-year anniversary of the vessel’s delivery. If the purchase option date falls prior to the seventh anniversary
of the date of the vessel’s delivery, the purchase option price is an amount equal to the opening capital balance (i.e. $73,450,000
(being 65% of the purchase price) minus the fixed amount of charter hire paid on the purchase date (the “owners’ costs”), plus (a)
accrued but unpaid charter hire, (b) legal and other documented costs of the owner to sell the vessel, (c) any break-funding costs, and
(d) any other additional amounts due under the sale and leaseback documentation. The charter is guaranteed by the Company, and
Moonsprite Shipping Corp. has permitted a mortgage to be filed regarding the finance lease and Moonsprite Shipping Corp. has also
entered into an account charge and the Company has pledged of the shares of the bareboat charterer.
30
$11.0 Million Scrubber Financing
On June 25, 2019, the Company entered into an $11.0 million facility agreement with BNP Paribas, with Therassia Marine Corp.,
Ios Maritime Corp., Omega Three Marine Corp. and Omega Four Marine Corp., acting as guarantors, in order to finance the
installation of scrubbers on six vessels in the Group’s fleet, namely,
Nissos Therassia
,
Nissos Schinoussa
,
Kimolos
,
Folegandros
,
Milos
and
Poliegos
. In July 2020, the second priority mortgage over
Kimolos
and all the other additional second priority securities
were released upon full repayment of the
Kimolos
tranche. In June 2021, the
Nissos Therassia
and
Nissos Schinoussa
were sold and
the second priority mortgages and all the other additional second priority securities over these vessels were released upon full
prepayment of their respective loan tranches. The facility bore interest at LIBOR plus a margin of 2.0% per annum and had a final
maturity date of December 30, 2024. Each of the six tranches of the facility was for an amount of $1,833,333 and was repayable in 15
equal quarterly installments of $114,583 and a final quarterly payment of $114,588, in each case commencing 12 months after the date
the relevant tranche is utilized. The facility was secured by, among other things, a second priority mortgage over
Folegandros
, a
second priority security over the ship’s earnings, a first priority security over an earnings account and a second priority manager’s
undertaking. This loan was prepaid in June 2023.
$35.1 Million Unsecured Sponsor Loan
On April 18, 2022, the Company (on behalf of two of the Company’s subsidiaries, Ark Marine S.A. and Theta Navigation Ltd),
entered into an unsecured loan facility with Okeanis Marine Holdings S.A., an entity controlled by Mr. Ioannis Alafouzos (on behalf
of its subsidiaries Felton Enterprises S.A. and Sandre Enterprises S.A.), relating to the acquisition of the vessels
Nissos Kea
and
Nissos Nikouria
. Under the agreement, the loaned amount of approximately $17.6 million for each vessel bears a fixed interest cost of
3.5% per annum and was repayable at the Company’s sole discretion without penalty, up to the maturity date of two years from the
relevant vessel’s delivery. The Company repaid this facility in March and May 2024.
On May 21, 2024, Anassa Navigation S.A.
entered into a new
$60.0 million senior secured credit facility for the VLCC vessel
Nissos Kythnos
with Danish Ship Finance A/S to refinance the Group’s existing facility and for general corporate purposes. The
Nissos Kythnos New Facility is priced at 140 basis points over the applicable Term SOFR, until December 2026. Thereafter, a new
applicable margin will be mutually agreed between the parties, for the remaining duration of the facility, which matures in six years. If
the parties do not agree to a new applicable margin,
Anassa Navigation S.A. will have the ability to prepay the facility at no
additional cost. The facility will be repaid in quarterly instalments of approximately $1.041 million each, together with a balloon
installment of approximately $35.024 million payable at maturity, is secured by, among other things, security (mortgage) over
the
Nissos Kythnos
, and is guaranteed by the Company. The facility also includes a sustainability linked margin adjustment provision,
starting in 2025, whereby the applicable margin may decrease or increase by 5 basis points per year, subject to the Group meeting
certain sustainability linked targets.
According to IFRS 9 “Financial Instruments”, the CMBFL lease amendment for vessel Nissos Kea and vessel Nissos Nikouria, as
well as the National Bank of Greece supplemental agreement for vessel Nissos Donoussa, were assessed as modifications of existing
financial liabilities.The carrying amount of the modified financial liabilities before the modification was $191.3 million. The
remeasurement of the financial liabilities resulted in a modification gain of $1.8 million, which has been recognized as Gain from
modification of loans in the statement of profit or loss and other comprehensive income.
The modification gain was calculated based on the present value of the revised future cash flows discounted at the original
effective interest rate (EIR).
31
OET Chartering Inc. leases office space in Piraeus from SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON, an
entity owned by Themistoklis Alafouzos. On August 1, 2018, OET Chartering Inc. entered into a lease agreement for 165.28 square
meters of office space for our operations with SINGLE MEMBER ANONYMOS TECHNIKI ETAIRIA ERGON at a monthly rate of
Euro 890. The lease initially was to expire on July 31, 2024 and on July 1, 2024 OET Chartering Inc. entered into an amendment to
such lease to extend the term until July 31, 2028.
The Group has recognized the following lease liabilities with respect to the Right-of-Use assets:
As of December 31, |
2024 |
2023 |
Office space |
80,838 |
14,518 |
Cars |
— |
19,220 |
Total |
80,838 |
33,738 |
The maturities of lease liabilities are the following:
For the year ended December 31, |
2024 |
2023 |
No later than one year |
24,965 |
34,506 |
Later than one year and not later than five years |
66,573 |
— |
Total undiscounted cash flows |
91,538 |
34,506 |
Less: Imputed interest |
(10,700) |
(768) |
Carrying value of operating lease liabilities |
80,838 |
33,738 |
Long-term borrowings, |
Current portion of |
||
As of December 31, 2023 |
net of current portion |
long-term borrowings |
Total |
Outstanding loan balance |
619,582,782 |
78,903,582 |
698,486,364 |
Financing fees |
(4,282,657) |
(954,759) |
(5,237,416) |
Total |
615,300,125 |
77,948,823 |
693,248,948 |
Long-term borrowings, |
Current portion of |
||
As of December 31, 2024 |
net of current portion |
long-term borrowings |
Total |
Outstanding loan balance |
603,686,403 |
47,942,084 |
651,628,487 |
Financing fees |
(4,789,810) |
(1,272,468) |
(6,062,278) |
Total |
598,896,593 |
46,669,616 |
645,566,209 |
The borrowings are repayable as follows:
As of December 31, |
2024 |
2023 |
No later than one year |
47,942,084 |
78,903,582 |
Later than one year and not later than five years |
335,178,782 |
278,087,160 |
Thereafter |
268,507,621 |
341,495,622 |
Total |
651,628,487 |
698,486,364 |
Less: Amounts due for settlement within 12 months |
(47,942,084) |
(78,903,582) |
Long-term borrowings, net of current portion |
603,686,403 |
619,582,782 |
32
Cash flow reconciliation of liabilities arising from financing activities
A reconciliation of the Group’s financing activities for the years ended December 31, 2024, 2023 and 2022 are presented in the
tables below:
Long-term borrowings – January 1, 2022 |
576,996,269 |
Cash flows – drawdowns |
306,298,000 |
Cash flows – repayments |
(144,294,604) |
Loan financing fees |
(1,732,860) |
Other lease liabilities |
75,759 |
Non-cash flows – amortisation of loan financing fees |
1,693,117 |
Long-term borrowings – December 31, 2022 |
739,035,681 |
Cash flows – drawdowns |
197,000,000 |
Cash flows – repayments |
(243,355,165) |
Loan financing fees |
(1,350,000) |
Other lease liabilities |
(42,021) |
Non-cash flows – amortisation of loan financing fees |
1,994,191 |
Long-term borrowings – December 31, 2023 |
693,282,686 |
Cash flows – drawdowns |
199,260,000 |
Cash flows – repayments |
(246,117,877) |
Loan financing fees |
(1,259,319) |
Other lease liabilities |
47,100 |
Non-cash flows – amortisation of loan financing fees and modification gain |
2,263,416 |
Non-cash flows – gain from modification of loans |
(1,828,959) |
Long-term borrowings – December 31, 2024 |
645,647,047 |
The borrowing agreements include several covenants, including restrictions as to changes in management and ownership of the
vessels, payment of dividends in the event of default, further incurring indebtedness, mortgaging of vessels without the bank’s prior
consent and several financial covenants including:
•
minimum corporate liquidity, being the higher of $10,000,000 and $750,000 per vessel, in the form of free and
unencumbered cash and cash equivalents.
•
a consolidated net worth of more than $100,000,000;
•
a leverage ratio of total liabilities to the carrying value of total assets (adjusted for the vessel’s fair market value) of no more
than 75%; and
•
the listed status of our common shares on an exchange operated by the
Oslo Børs
, the NYSE or on such other acceptable
stock exchange.
facility, so that the aggregate fair value of the vessels collateralizing the credit facility is at least between 125% and 170% —
depending on the credit facility — of the aggregate principal amount outstanding under such credit facility. Alternatively, if the
relevant borrower does not meet these thresholds, the relevant borrower must prepay a portion of the loan or provide additional
A number of the financing agreements limit the Company’s ability to declare, make or pay any dividends or other distributions
(whether in cash or in kind) or repay or distribute any dividend or share premium reserve following the occurrence of an event of
default under the relevant financing agreement or if such action would result in the occurrence of an event of default under the
relevant financing agreement.
33
A number of the Group’s financing agreements require that the Alafouzos family maintain a minimum 35% ownership interest in
us, and some of the Group’s financing agreements provide that a breach of the financing will occur if Mr. Ioannis Alafouzos and Mr.
Themistoklis Alafouzos cease to control the Company and, in one instance, if Mr. Ioannis Alafouzos ceases to be the Company’s
chairman. In addition, one
agreement
provides that the acquisition by a person or group of persons acting in concert (directly or
indirectly) of more than 35% of the ultimate legal or beneficial ownership of the Company is a breach of that agreement, and certain
of the Group’s guarantees on the Group’s sale and leaseback agreements provide that the Company may not permit certain changes in
corporate or ownership structure or permit a new party or parties acting in concert to become owners of, or control, more than 51% of
the Company’s shares and/or voting rights.
The Group has entered into technical management agreements with Kyklades Maritime Corporation (“Kyklades,” “KMC” or the
“Management Company”) as technical manager. Kyklades provides the vessels with a wide range of shipping services such as
technical support, maintenance and insurance consulting in exchange for a daily fee of $900 per vessel, which is reflected under
management fees in the consolidated statements of profit or loss and other comprehensive income.
Related party balances’ analysis
The below table presents the Group’s outstanding balances due to related parties:
As of December 31, |
2024 |
2023 |
Kyklades Maritime Corporation |
(530,030) |
(659,974) |
Total |
(530,030) |
(659,974) |
Amounts due to the Management Company as of December 31, 2024 of $530,030 as compared to December 31, 2023 of
$659,974 represent expenses paid by the Management Company on behalf of the Company, per the terms of the respective vessel
technical management agreements.
All balances noted above are unsecured, interest-free, with no fixed terms of payment and repayable on demand.
Related party transactions’ analysis
The below table presents the Group’s transactions with its related parties:
For the years ended December 31, |
2024 |
2023 |
2022 |
Kyklades Maritime Corporation- management fees |
4,611,600 |
4,599,000 |
4,381,200 |
Total |
4,611,600 |
4,599,000 |
4,381,200 |
KMC solely administers the transactions on behalf of OET’s subsidiaries, without recharging any expenditure back to the ship
owning companies. All operating expenses are being incurred and charged directly to OET’s subsidiary companies.
On March 1, 2024, each of the Company’s vessel owning subsidiaries entered into an ETS Services Agreement with KMC, which
agreement is effective as of January 1, 2024, pursuant to which KMC obtains, transfers and surrenders emission allowances under the
EU Emissions Trading Scheme that came into effect on January 1, 2024, and KMC provides the vessel with emission data in a timely
manner to enable compliance with any emission scheme(s) applicable to the vessel. No additional fee is payable under these
agreements as the services are part of the technical management fee under the existing technical management agreements. These
agreements may be terminated by either party for cause, immediately upon written notice or for any reason, upon two months’ written
notice. These agreements shall also be deemed automatically terminated on the date of termination of the relevant technical
management agreements.
34
The below table presents an analysis of all payments executed by KMC on behalf of the Group:
For the years ended December 31, |
2024 |
2023 |
2022 |
Crew wages |
21,231,570 |
21,043,047 |
18,572,373 |
Other crew expenses |
3,043,288 |
3,639,086 |
3,357,800 |
Stores |
4,433,689 |
3,864,683 |
3,098,044 |
Technical expenses |
9,641,650 |
8,647,728 |
5,611,199 |
Insurance |
2,969,841 |
2,717,938 |
3,193,137 |
Health, Safety, Quality, Environmental (HSQE) expenses |
614,855 |
592,246 |
525,210 |
Other |
1,550,392 |
801,196 |
931,952 |
Total |
43,485,285 |
41,305,924 |
35,289,715 |
Each of the Group’s directors, except for the Chairman of the Board of Directors, is entitled to an annual fee of $75,000.
Directors’ fees for the years ended December 31, 2024, 2023 and 2022 amounted to $450,000 for each year. In addition, each director
is entitled to reimbursement for travelling and other minor out-of-pocket expenses.
Furthermore, OET Chartering Inc. and OET provide compensation to members of key management personnel, which currently
comprise of its Chief Executive Officer, Chief Financial Officer, and Chief Commercial Officer. The remuneration expenses comprise
salaries, bonuses, directors and officers liability insurance cover, telecommunications, travel and other expenses. For the years ended
December 31, 2024, 2023 and 2022, key management personnel remuneration, covering all the above amounted to $4,810,180,
$3,588,185 and $1,704,665. There was no amount payable related to key management remuneration as of December 31, 2024, 2023
and 2022.
None of the members of the administrative, management or supervisory bodies of the Group have any service contracts with
Amendments to management agreements
Technical management agreements
On November 1, 2023, the Company amended and restated its technical management agreements with KMC. The amended and
restated technical management agreements, among others, retain the right to terminate for convenience, subject to a 36-month advance
written notice, in addition to either party being able to terminate for cause. Furthermore, KMC has the right to terminate each technical
management agreement, subject to 30-days advance written notice, in the event of a change of control of the relevant shipowning
entity without KMC’s consent. In each case, unless the cause for termination is KMC’s failure to meet its obligations under the
relevant technical management agreement, the Company is required to continue payment of the management fees thereunder for 36
months from the termination date (or, if a notice of termination for convenience has preceded such for cause termination, 36 months
from the date of such notice). If required by KMC, the daily fee may be increased in line with the relevant annual inflation rates.
Shared Services Agreement
On November 1, 2023, OET Chartering Inc. entered into a shared services agreement with KMC to document the mutual
exchange of business support in respect of the management of the Group’s vessels by way of corporate, accounting, financial and
other operational and administrative services. The shared services agreement does not provide for any additional fee payable. The
agreement may be terminated by either party thereto (i) for cause, immediately upon written notice or (ii) for any other reason, upon
NOK 69.7 or $8.11 per share.
35
On January 26, 2022, the Company purchased 102,573 of its own shares for an aggregate consideration of $850,022 at the price
In September 2022, the Company distributed approximately $9.8 million or $0.30 per share via a dividend that was classified as a
return of paid-in-capital.
In December 2022, the Company distributed approximately $9.8 million or $0.30 per share via a dividend that was classified as a
return of paid-in-capital.
In March 2023, the Company distributed approximately $40.2 million or $1.25 per share via a dividend that was classified as a
return of paid-in-capital.
In June 2023, the Company distributed approximately $51.5 million or $1.60 per share via a dividend that was classified as a
return of paid-in-capital.
In September 2023, the Company distributed an amount of approximately $48.3 million or $1.50 per share via a dividend that was
classified as a return of paid-in-capital.
In November 2023, the Company paid approximately $19.3 million or $0.60 per share via a dividend that was classified as a
return of paid-in-capital.
In March 2024, the Company paid approximately $21.3 million or $0.66 per share via a dividend that was classified as a return of
paid-in-capital.
In June 2024, the Company paid approximately $35.4 million or $1.10 per share via a dividend that was classified as a return of
paid-in-capital.
In September 2024, the Company paid approximately $35.4 million or $1.10 per share via a dividend that was classified as a
return of paid-in-capital.
In December 2024, the Company paid approximately $14.5 million or $0.45 per share via a dividend that was classified as a
return of paid-in-capital.
Neither the Company nor any of its subsidiaries have issued any restricted shares, share options, warrants, convertible loans or
other instruments that would entitle a holder of any such instrument to subscribe for any shares in the Company or its subsidiaries.
Neither the Company nor any of its subsidiaries have issued subordinated debt or transferable securities other than the shares in the
The Group’s principal financial instruments comprise long-term borrowings, interest rate swaps (terminated in 2022), forward
freight agreements, foreign exchange forward swaps, cash and cash equivalents and restricted cash. The main purpose of these
financial instruments is to finance the Group’s operations and mitigate its exposure to market and interest rate fluctuations. The Group
has various other financial assets and liabilities such as trade receivables, current accounts with related parties and payables which
arise directly from its operations.
36
The main risks arising from the Group’s financial instruments are foreign currency risk, interest rate risk, credit risk, market risk
and liquidity risk. The Group’s policies for addressing these risks are set out below:
•
Foreign currency risk
The Group’s vessels operate in international shipping markets, which utilize the U.S. dollar as the functional currency.
Although certain operating expenses are incurred in foreign currencies, the Group does not consider the risk to be significant.
The Group has no hedging mechanisms in place, however, when opportunity arises, it converts significant cash balances from
U.S. dollars to Euros, to hedge against adverse fluctuations.
•
Interest rate risk
The Group is exposed to the impact of interest rate changes primarily through its floating-rate borrowings that require the
Group to make interest payments based on SOFR. Significant increases in interest rates could adversely affect operating
margins, results of operations and ability to service debt. From time to time, the Group uses interest rate swaps to reduce its
exposure to market risk from changes in interest rates. The principal objective of these interest rate swaps is to manage the
risks and costs associated with its floating-rate borrowings (Note 22).
As an indication of the sensitivity from changes in interest rates, an increase by 100 basis points in interest rates would
increase interest expense for the year ended December 31, 2024 by $6,704,025 (2023: $6,894,010 and 2022: $2,251,130
increased by 50 basis points) assuming all other variables held constant. The Group had entered into interest rate swap
agreements for some of its borrowings, thereby partially economically hedging part of its floating-rate borrowings; however,
these agreements were terminated within 2022. As of December 31, 2023, and December 31, 2024, the Group has not
economically hedged its variable rate interest exposure relating to its existing credit facilities and sale and leasebacks.
Credit risk
The Group only trades with charterers who have been subject to satisfactory credit screening procedures. Furthermore,
outstanding balances are monitored on an ongoing basis with the result that the Group’s exposure to bad debts is not
significant.
With respect to the credit risk arising from the Group’s cash and cash equivalents and restricted cash, the Group’s exposure
arises from default by the counterparties, with a maximum exposure equivalent to the carrying amount of these instruments.
Market risk
The tanker shipping industry is cyclical with high volatility in charter rates and profitability. The Group charters its vessels
principally in the spot market, being exposed to various unpredictable factors such as: supply and demand of energy
resources, global economic and political conditions, natural or other disasters, disruptions in international trade, COVID-19
outbreak, environmental and other legal regulatory developments and so on. During 2023 and 2024, the Group entered into
FFAs in order to minimize losses from charter rate fluctuations and eliminate any adverse effect charter rate fluctuations may
Liquidity risk
Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. An unmatched position
potentially enhances profitability, but can also increase the risk of losses. The Group minimizes liquidity risk by maintaining
sufficient cash and cash equivalents.
37
The following table details the Group’s expected cash outflows for its financial liabilities. The table has been drawn up based
on the undiscounted cash flows of financial liabilities, on the earliest date on which the Group would be required to pay to
settle. The table includes both interest and principal cash flows. Variable future interest payments were determined based on
the one-month SOFR as of December 31, 2024, of 3.97% (2023: 3.41%), plus the margin applicable to the Group’s loans at
the end of the year presented.
Weighted |
|||||||
average |
|||||||
effective |
Less |
||||||
interest |
than |
1 – 3 |
3 – 12 |
1 – 5 |
|||
rate |
1 month |
months |
months |
years |
5+ years |
Total |
|
December 31, 2024 |
|||||||
Non-Derivative Liabilities |
|||||||
Trade payables |
— |
— |
19,479,005 |
— |
— |
19,479,005 |
|
Accrued expenses |
— |
— |
5,909,316 |
— |
— |
5,909,316 |
|
Current accounts due to related |
|||||||
parties |
— |
— |
530,030 |
— |
— |
530,030 |
|
Variable interest borrowings |
4.86 % |
2,541,609 |
15,250,870 |
53,374,498 |
391,940,693 |
216,343,324 |
679,450,994 |
Variable interest for debt financing |
|||||||
(Sale and Leaseback Agreements) |
9.12 % |
1,358,910 |
2,660,316 |
12,428,837 |
63,359,366 |
77,158,586 |
156,966,015 |
Total |
3,900,519 |
17,911,186 |
91,721,686 |
455,300,059 |
293,501,910 |
862,335,360 |
Weighted |
|||||||
average |
|||||||
effective |
Less |
||||||
interest |
than |
1 – 3 |
3 – 12 |
1 – 5 |
|||
rate |
1 month |
months |
months |
years |
5+ years |
Total |
|
December 31, 2023 |
|||||||
Non-Derivative Liabilities |
|||||||
Trade payables |
— |
— |
23,522,506 |
— |
— |
23,522,506 |
|
Accrued expenses |
— |
— |
3,485,042 |
— |
— |
3,485,042 |
|
Current accounts due to related |
|||||||
parties |
— |
— |
659,974 |
— |
— |
659,974 |
|
Variable interest borrowings |
4.08 % |
3,138,123 |
28,239,371 |
62,054,619 |
307,066,226 |
237,943,153 |
638,441,492 |
Variable interest for debt financing |
|||||||
(Sale and Leaseback Agreements) |
9.07 % |
2,330,290 |
4,567,896 |
21,015,413 |
106,212,689 |
139,492,319 |
273,618,607 |
Total |
5,468,413 |
32,807,267 |
110,737,554 |
413,278,915 |
377,435,472 |
939,727,621 |
Commitments under time charter agreements (Lessor)
As of December 31, 2024 and 2023, future minimum contractual time charter revenue, based on the Group’s vessels’ committed,
The profit/(loss) and weighted average number of common shares used in the calculation of basic and diluted earnings/(loss) per
share are as follows:
As of December 31, |
2024 |
2023 |
2022 |
Profit attributable to the owners of the Group |
108,863,270 |
145,251,024 |
84,559,995 |
Weighted average number of shares outstanding in the period |
32,194,108 |
32,194,108 |
32,202,394 |
Earnings per share, basic and diluted |
3.38 |
4.51 |
2.63 |
During the years ended December 31, 2024, 2023 and 2022, there were no potentially dilutive instruments affecting weighted
38
18. Claims Receivable
As of December 31, 2024, the Group has recognized and presented under “Claims receivable” in the consolidated statements of
financial position, receivable amounts from vessels’ insurers totaling $242,576 (2023: $115,528) regarding various claims. The
respective receivable claims were recognized in the consolidated statements of financial position since the Group has an unconditional
right to receive the claimable amounts from the insurers.
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern, ensure that it
maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders value.
The Group monitors capital using gearing ratio, defined as total debt (gross) divided by total equity plus total debt, and its
calculation is presented below:
As of December 31, |
2024 |
2023 |
Total borrowings |
651,628,487 |
698,486,364 |
Total shareholders’ equity |
410,426,916 |
408,132,148 |
Gearing ratio |
61 % |
63 % |
IFRS 16 requires the identification of lease and non-lease components of revenue and account for each component in accordance
with the applicable accounting standard. Regarding time charter arrangements, the Company has concluded that the direct lease
component concerns the vessel and indirectly, the non- lease component concerns the technical management services provided to
operate the vessel.
These components are being accounted for as follows:
a.
All fixed lease revenue earned under these arrangements will be recognized on a straight-line basis over the term of the
lease.
b.
Lease revenue earned under Group’s time charter arrangements will be recognized as it is earned, since it is 100%
variable.
c.
The non-lease component will be accounted for as services revenue under IFRS 15. This revenue is recognized ‘over
time’ as the customer (i.e., the charterer) is simultaneously receiving and consuming the benefits of the service.
The below table analyses revenue generated under time charter arrangements:
December 31, |
2024 |
2023 |
2022 |
Lease component |
16,551,871 |
30,584,686 |
50,536,021 |
Non-lease component |
2,090,148 |
8,817,934 |
15,817,114 |
Total |
18,642,019 |
39,402,620 |
66,353,135 |
39
Interest and finance related costs are presented below:
For the years ended December 31, | 2024 | 2023 | 2022 |
Interest expense | 53,628,356 | 58,680,985 | 35,077,293 |
Amortization of loan financing and modification gain | 2,263,416 | 1,994,191 | 1,693,117 |
Bank charges and loan commitment fees | 364,929 | 33,939 | 729,710 |
Other finance costs | 795,979 | 469,951 | 581,855 |
Total | 57,052,680 | 61,179,066 | 38,081,975 |
For the years ended December 31, | 2024 | 2023 | 2022 |
Interest income from time deposits | 2,575,741 | 3,428,321 | 668,032 |
Other interest income | 869,462 | 676,243 | 53,496 |
Total | 3,445,203 | 4,104,564 | 721,528 |
The fair value of the Group’s derivative financial (liabilities)/ assets as of December 31, 2024 and 2023 related to FFAs and FXSs
are presented below:
Derivatives’ Fair values | 2024 | 2023 |
FXSs | (62,500) | 207,488 |
FFAs | — | 21,885 |
Total | (62,500) | 229,373 |
FFAs and FXSs are considered to be Level 2 items in accordance with the fair value hierarchy as defined in IFRS 13 Fair Value
Effect on the Consolidated Statements of Profit or Loss and Other Comprehensive Income
For the year ended December 31, | 2024 | 2023 | 2022 |
Unrealized (loss)/ gain, net on derivatives | (291,873) | 229,373 | 45,960 |
Total unrealized (loss)/ gain, net on derivatives | (291,873) | 229,373 | 45,960 |
For the year ended December 31, | 2024 | 2023 | 2022 |
Realized (loss)/ gain, net on derivatives | (1,264,750) | 300,262 | 2,161,927 |
Realized gain, net on interest rate swaps | — | — | 9,274,554 |
Total realized (loss)/ gain, net on derivatives | (1,264,750) | 300,262 | 11,436,481 |
The table below presents an analysis of revenue generated from voyage and time charter agreements:
For the years ended December 31, | 2024 | 2023 | 2022 |
Voyage Charter | 374,587,812 | 373,693,986 | 204,619,286 |
Time Charter (see Note 20) | 18,642,019 | 39,402,620 | 66,353,135 |
Total | 393,229,831 | 413,096,606 | 270,972,421 |
40
IFRS 15 Revenue from Contracts with Customers
As of December 31, 2024, 2023 and 2022, the Group had, within the scope of IFRS 15, unearned revenue from voyage charter
agreements related to undelivered performance obligations of $14,416,473, $5,590,403 and $9,861,064 which will be/were recognized
in the first quarter of 2025, 2024 and 2023, respectively.
Further, as of December 31, 2024 and 2023, capitalized contract fulfilment costs amounted to $3,065,772 and $1,903,516,
respectively.
The table below presents an analysis of earned revenue under voyage charters:
For the years ended December 31, |
2024 |
2023 |
2022 |
Freight |
336,057,387 |
338,979,059 |
192,579,493 |
Demurrages |
38,530,425 |
34,714,927 |
12,039,793 |
Total |
374,587,812 |
373,693,986 |
204,619,286 |
Charterers, whose outstanding balance, exceed 10% of the total trade receivable amount are presented below:
Customer |
2024 |
2023 |
Charterer A |
20 % |
17 % |
Charterer B |
19 % |
13 % |
Charterer C |
12 % |
10 % |
Charterer D |
10 % |
— |
Customers individually accounting for more than 10% of the Group’s revenues during the years ended December 31, 2024, 2023
and 2022 were:
Customer |
2024 |
2023 |
2022 |
A |
14 % |
— % |
18 % |
B |
13 % |
— % |
14 % |
C |
— |
— |
11 % |
Total |
27 % |
— % |
43 % |
Revenue by continent
The below table presents revenue generated per continent, based on the Company’s customers’ headquarters, for the years ended
December 31, 2024, 2023 and 2022:
Continent |
2024 |
2023 |
2022 |
Europe |
172,520,562 |
167,047,840 |
110,356,905 |
Asia |
162,109,986 |
156,744,760 |
118,995,899 |
South America |
19,159,005 |
40,515,310 |
4,550,317 |
North America |
37,989,863 |
48,788,696 |
37,069,299 |
Africa |
1,450,415 |
— |
— |
Total |
393,229,831 |
413,096,606 |
270,972,421 |
41
The information below is also disclosed in Note 1 general information.
Mandatory information with respect to European Single Electronic Format requirements:
Name of reporting entity or other means of identification
Domicile of entity
Legal form of entity
Country of incorporation
Address of entity’s registered office
Principal place of business
Description of nature of entity’s operations and principal
activities
Name of ultimate parent of group