213800U35RCYXTKVEM65 2021-01-01 2021-12-31 213800U35RCYXTKVEM65 2022-01-01 2022-12-31 213800U35RCYXTKVEM65 2023-01-01 2023-12-31 213800U35RCYXTKVEM65 2022-12-31 213800U35RCYXTKVEM65 2023-12-31 213800U35RCYXTKVEM65 2020-12-31 213800U35RCYXTKVEM65 2021-12-31 213800U35RCYXTKVEM65 2021-01-01 2021-12-31 ifrs-full:RetainedEarningsMember 213800U35RCYXTKVEM65 2021-01-01 2021-12-31 ifrs-full:OtherReservesMember 213800U35RCYXTKVEM65 2021-01-01 2021-12-31 ifrs-full:TreasurySharesMember 213800U35RCYXTKVEM65 2021-01-01 2021-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800U35RCYXTKVEM65 2021-01-01 2021-12-31 ifrs-full:IssuedCapitalMember 213800U35RCYXTKVEM65 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 213800U35RCYXTKVEM65 2022-01-01 2022-12-31 ifrs-full:OtherReservesMember 213800U35RCYXTKVEM65 2022-01-01 2022-12-31 ifrs-full:TreasurySharesMember 213800U35RCYXTKVEM65 2022-01-01 2022-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800U35RCYXTKVEM65 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 213800U35RCYXTKVEM65 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 213800U35RCYXTKVEM65 2023-01-01 2023-12-31 ifrs-full:OtherReservesMember 213800U35RCYXTKVEM65 2023-01-01 2023-12-31 ifrs-full:TreasurySharesMember 213800U35RCYXTKVEM65 2023-01-01 2023-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800U35RCYXTKVEM65 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 213800U35RCYXTKVEM65 2022-12-31 oet:UnsecuredLoanFacilityWithOkeanisMarineHoldingsSaMember 213800U35RCYXTKVEM65 2023-12-31 oet:UnsecuredLoanFacilityWithOkeanisMarineHoldingsSaMember 213800U35RCYXTKVEM65 2020-12-31 ifrs-full:RetainedEarningsMember 213800U35RCYXTKVEM65 2020-12-31 ifrs-full:OtherReservesMember 213800U35RCYXTKVEM65 2020-12-31 ifrs-full:TreasurySharesMember 213800U35RCYXTKVEM65 2020-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800U35RCYXTKVEM65 2020-12-31 ifrs-full:IssuedCapitalMember 213800U35RCYXTKVEM65 2021-12-31 ifrs-full:RetainedEarningsMember 213800U35RCYXTKVEM65 2021-12-31 ifrs-full:IssuedCapitalMember 213800U35RCYXTKVEM65 2021-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800U35RCYXTKVEM65 2021-12-31 ifrs-full:TreasurySharesMember 213800U35RCYXTKVEM65 2021-12-31 ifrs-full:OtherReservesMember 213800U35RCYXTKVEM65 2022-12-31 ifrs-full:RetainedEarningsMember 213800U35RCYXTKVEM65 2022-12-31 ifrs-full:OtherReservesMember 213800U35RCYXTKVEM65 2022-12-31 ifrs-full:TreasurySharesMember 213800U35RCYXTKVEM65 2022-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800U35RCYXTKVEM65 2022-12-31 ifrs-full:IssuedCapitalMember 213800U35RCYXTKVEM65 2023-12-31 ifrs-full:RetainedEarningsMember 213800U35RCYXTKVEM65 2023-12-31 ifrs-full:OtherReservesMember 213800U35RCYXTKVEM65 2023-12-31 ifrs-full:TreasurySharesMember 213800U35RCYXTKVEM65 2023-12-31 ifrs-full:AdditionalPaidinCapitalMember 213800U35RCYXTKVEM65 2023-12-31 ifrs-full:IssuedCapitalMember iso4217:USD xbrli:shares iso4217:USD xbrli:shares
1
OKEA
N
IS ECO TA
N
KERS 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
Table of Contents
Pages
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Profit or Loss and Other Comprehensive Income, years ended December 31, 2023, 2022 and
2021
Consolidated Statements of Financial Position, as of December 31, 2023 and 2022
6
Consolidated Statements of Changes in Equity, years ended December 31, 2023, 2022 and 2021
7
Consolidated Statements of Cash Flows, years ended December 31, 2023, 2022 and 2021
8
Notes to the Consolidated Financial Statements
9
Appendix
40
3
5
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, 2023 and 2022, 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, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2023, 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.
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, 2023, in eXtensible HyperText Markup Language (XHTML) format as well as the XBRL
file (213800U35RCYXTKVEM65-2023-12-31-en.zip) with the appropriate tagging on these financial statements.
4
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, 2023 prepared in XHTML format as well as
the XBRL file (213800U35RCYXTKVEM65-2023-12-31-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
April 30, 2024
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, 2023, 2022 and 2021
(amounts expressed in U.S. Dollars)
N
OTES
2023
2022
2021
Revenue
21,24
413,096,606
270,972,421
168,998,225
Operating expenses
Commissions
(5,757,159)
(3,382,419)
(2,229,156)
Voyage expenses
11
(109,559,239)
(74,086,221)
(45,006,762)
Vessel operating expenses
10
(41,742,285)
(35,740,460)
(40,695,997)
Management fees - related party
14
(4,599,000)
(4,381,200)
(5,425,200)
Depreciation and amortization
7
(40,382,628)
(37,962,924)
(38,666,266)
General and administrative expenses
12
(9,933,373)
(5,296,523)
(5,094,940)
Impairment loss on classification of vessels as held for sale
7
(3,932,873)
Net gain on disposal of vessels
7
4,076,668
Operating profit
201,122,922
110,122,674
32,023,699
Other income / (expenses)
Interest income
22
4,104,564
721,528
3,470
Interest expense and other finance costs
22
(61,179,066)
(38,081,975)
(36,465,423)
Unrealized gain, net on derivatives
23
229,373
45,960
4,156,933
Realized gain/(loss), net on derivatives
23
300,262
11,436,481
(558,916)
Foreign exchange gain/(loss)
672,969
315,327
(62,662)
Total other income/(expenses)
(55,871,898)
(25,562,679)
(32,926,598)
Profit/(loss) for the year
145,251,024
84,559,995
(902,899)
Other comprehensive income
Items that will not be reclassified to profit or loss:
Re-measurement of post-employment benefit obligations
(1,302)
(2,456)
(203)
Total comprehensive (loss)/income for the year
145,249,722
84,557,539
(903,102)
Attributable to the owners of the Group
145,249,722
84,557,539
(903,102)
Earnings/(loss) per share – basic & diluted
18
4.51
2.63
(0.03)
Weighted average no. of shares – basic & diluted
32,194,108
32,202,394
32,372,393
The accompanying notes are an integral part of these consolidated financial statements.
 
 
6
Consolidated statements of financial position as of December 31, 2023 and 2022
(amounts expressed in U.S. Dollars)
N
OTES
2023
2022
ASSETS
Non-current assets
Vessels, net
7
988,068,180
1,024,296,035
Other fixed assets
7
87,252
132,223
Restricted cash
3,010,000
4,510,000
Total non-current assets
991,165,432
1,028,938,258
Current assets
Inventories
6
25,354,017
17,010,531
Trade and other receivables
57,336,089
49,630,484
Claims receivable
19
115,528
108,391
Prepaid expenses and other current assets
3,037,366
3,245,055
Current accounts due from related parties
14
449,629
Derivative financial instruments
23
229,373
209,238
Current portion of restricted cash
1,884,852
2,417,779
Cash & cash equivalents
49,992,391
81,345,877
Total current assets
137,949,616
154,416,984
TOTAL ASSETS
1,129,115,048
1,183,355,242
SHAREHOLDERS’ EQUITY & LIABILITIES
Shareholders’ equity
Share capital
15
32,890
32,890
Additional paid-in capital
15
121,064,014
280,424,849
Treasury shares
15
(4,583,929)
(4,583,929)
Other reserves
(29,908)
(28,606)
Retained earnings
291,649,081
146,398,057
Total shareholders’ equity
408,132,148
422,243,261
Non-current liabilities
Long-term borrowings, net of current portion (including payable to Sponsor of
$8,561,987 as of December 31, 2022) (Note 13)
13
615,333,863
668,236,463
Retirement benefit obligations
32,692
23,937
Total non-current liabilities
615,366,555
668,260,400
Current liabilities
Trade payables
23,522,506
11,771,964
Accrued expenses
9
3,485,042
6,024,899
Deferred revenue
4,255,500
Current accounts due to related parties
14
659,974
Current portion of long-term borrowings (including
payable to Sponsor of
$34,233,375 and $25,671,388 as of December 31, 2023 and 2022) (Note 13)
13
77,948,823
70,799,218
Total current liabilities
105,616,345
92,851,581
TOTAL LIABILITIES
720,982,900
761,111,981
TOTAL SHAREHOLDERS’ EQUITY & LIABILITIES
1,129,115,048
1,183,355,242
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, 2023, 2022 and 2021
(amounts, expressed in U.S. Dollars, except for number of shares)
ADDITIO
N
AL
PAID I
N
N
UMBER OF
SHARE
CAPITAL
TREASURY
OTHER
RETAI
N
ED
N
otes
SHARES
CAPITAL
(
N
OTE 15)
SHARES
RESERVES
EAR
N
I
N
GS
TOTAL
Balance – January 1, 2021
32,375,917
32,890
334,328,863
(3,068,260)
(25,947)
65,960,647
397,228,193
Acquisition of common stock
15
(59,236)
(503,530)
(503,530)
Loss for the year
(902,899)
(902,899)
Capital distribution ($1.06 per share)
15
(34,309,017)
(34,309,017)
Dividend paid ($0.10 per share)
15
(3,219,686)
(3,219,686)
Other comprehensive loss for the year
(203)
(203)
Balance - December 31, 2021
32,316,681
32,890
300,019,846
(3,571,790)
(26,150)
61,838,062
358,292,858
Acquisition of common stock
15
(122,573)
(1,012,139)
(1,012,139)
Profit for the year
84,559,995
84,559,995
Capital distribution ($0.60 per share)
15
(19,594,997)
(19,594,997)
Other comprehensive loss for the year
(2,456)
(2,456)
Balance – December 31, 2022
32,194,108
32,890
280,424,849
(4,583,929)
(28,606)
146,398,057
422,243,261
Profit for the year
145,251,024
145,251,024
Capital distribution ($4.95 per share)
15
(159,360,835)
(159,360,835)
Other comprehensive loss for the year
(1,302)
(1,302)
Balance – December 31, 2023
32,194,108
32,890
121,064,014
(4,583,929)
(29,908)
291,649,081
408,132,148
The accompanying notes are an integral part of these consolidated financial statements.
 
 
8
Consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021
(all amounts expressed in U.S. Dollars)
CASH FLOWS FROM OPERATI
N
G ACTIVITIES
N
otes
2023
2022
2021
Profit/(loss) for the year
145,251,024
84,559,995
(902,899)
Adjustments to reconcile profit/(loss) to net cash provided by operating
activities:
Depreciation
40,382,628
37,962,924
38,666,266
Interest expense
58,680,985
35,077,293
27,082,841
Amortization of loan financing fees
1,994,191
1,693,117
4,233,322
Unrealized (loss)/gain, net on derivatives
(20,135)
2,941,529
(4,156,933)
Interest income
(4,104,564)
(721,528)
(3,470)
Other non-cash items
(43,323)
6,643
(44,084)
Net gain on disposal of vessels
(4,076,668)
Impairment loss
3,932,873
Foreign exchange differences
(712,765)
(339,622)
Total reconciliation adjustments
96,177,017
76,620,356
65,634,147
Changes in working capital:
Trade and other receivables
(5,853,175)
(42,241,830)
7,184,671
Prepaid expenses and other current assets
(824,682)
(1,235,237)
(173,406)
Inventories
(8,343,486)
(4,380,000)
(6,863,047)
Trade payables
10,958,162
(2,901,680)
(2,945,453)
Accrued expenses
(530,625)
871,637
469,704
Deferred revenue
(4,255,500)
4,255,500
(6,462,292)
Claims receivable
(7,137)
152,702
(106,645)
Collections from related parties
1,109,603
Total changes in working capital
(7,746,840)
(45,478,908)
(8,896,468)
Interest paid
(59,649,091)
(33,181,517)
(27,240,486)
N
et cash provided by operating activities
174,032,110
82,519,926
28,594,294
CASH FLOWS FROM I
N
VESTI
N
G ACTIVITIES
Current accounts due from related parties
620,472
5,993,518
Payments for other fixed assets
(20,000)
Proceeds from vessels’ disposal
300,938,574
Decrease in restricted cash
2,032,927
421,664
1,051,938
Payments for special survey and dry-docking costs
(3,306,052)
(1,536,579)
(1,921,472)
Payments for vessels and vessels under construction
(178,601,323)
(20,367,653)
Interest received
2,233,711
375,636
3,470
N
et cash provided by/(used in) investing activities
960,586
(178,720,130)
285,678,375
CASH FLOWS FROM FI
N
A
N
CI
N
G ACTIVITIES
Proceeds from long-term borrowings
197,000,000
306,298,000
Repayments of long-term borrowings
(243,355,165)
(144,294,604)
(261,713,694)
Capital distribution
(159,360,835)
(19,594,997)
(34,309,017)
Current accounts due to related parties
(698,153)
318,350
Payment of long-term borrowing fees
(1,350,000)
(1,732,860)
Acquisition of common stock
15
(1,012,139)
(503,530)
Dividends paid
(3,219,686)
N
et cash (used in)/provided by financing activities
(207,066,000)
138,965,247
(299,427,577)
Effects of exchange rate changes of cash held in foreign currency
719,818
397,680
Net change in cash and cash equivalents
(32,073,304)
42,765,043
14,845,092
Cash and cash equivalents at beginning of year
81,345,877
38,183,154
23,338,062
Cash and cash equivalents at end of year
49,992,391
81,345,877
38,183,154
Supplemental cash flow information
Capital expenditures included in trade payables
803,751
235,000
The accompanying notes are an integral part of these consolidated financial statements.
 
9
N
otes to the consolidated Financial Statements
1.
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 Alafouzos family currently holds a stake of 58.21% in the Company. 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 primarily trading on the New York Stock Exchange (“NYSE”),
simultaneously with their trading on the Oslo Børs, that is currently considered as the Company’s secondary listing.
As at December 31, 2023 the Group comprises the following companies:
 
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
10
2.
Basis of Preparation and statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting
Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
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 consolidated financial statements have been prepared on a going concern basis as the directors have, at the time of approving
the financial statements, reasonable expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future.
The Group’s annual consolidated financial statements were approved and authorized for issue by the Board of Directors on
April 29, 2024.
3.
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
more of the three elements of control listed above.
4.
Summary of Material Accounting Policies
Use of estimates
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
could differ from those estimates.
Vessel revenue recognition
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.
11
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 our 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.
Address commissions are discounts provided to charterers under time and voyage charter agreements. Brokerage commissions are
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
Commissions, respectively, in the consolidated statements of profit or loss and other comprehensive income.
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
consolidated statements of financial position.
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Vessel voyage expenses
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 represents mainly bunkers consumed during vessels’
unemployment and offhire days.
Vessel operating expenses
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,
telecommunication and various other expenses) are paid from Kyklades Maritime Corporation (“KMC”).
Trade and other receivables
Trade receivables include estimated recoveries from hire and freight billings to charterers, net of any provision for doubtful
accounts, as well as interest receivable from time deposits. At each statement of financial position date, the Group assesses its
potential expected credit losses in accordance with IFRS 9. As of December 31, 2023 and 2022, the Group performed a respective
exercise and concluded that the expected credit losses calculated were immaterial.
As of the date of this report, trade and other receivables’ fair value approximates their carrying amount.
Trade payables
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
cycle of the business if longer). If not, they are presented as non-current liabilities.
Deferred financing costs
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
scheduled maturities or related to borrowings extinguished are written-off in the consolidated statements of profit or loss and other
comprehensive income.
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Vessels and depreciation
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
Group currently estimates the useful life of each vessel to be 25 years from the date of original construction.
Special survey and dry-docking costs
Special survey and dry-docking 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/dry-docking. The Group’s vessels are required
to undergo special survey/dry-docking approximately every 5 years, until a vessel reaches 10 years of age, after which a vessel is
required to be specially surveyed/dry-docked approximately every
2.5 years. If a special survey or dry-docking 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
comprehensive income.
Impairment of vessels, vessels under construction and right-of-use assets
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
of the time value of money and the risks specific to the vessels.
Advances for vessels under construction
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
position.
Vessels held for sale and discontinued operations
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.
Vessels classified as held for sale are measured at the lower of their carrying amount and fair value less cost to sell.
A discontinued operation is a component of the Company’s business that represents a separate major line of business or
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
from the start of the comparative period.
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Foreign currency translations
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
Company presents its consolidated financial statements in U.S. dollars.
Interest-bearing borrowings
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 recognised based on the modified terms and is recognized at
fair value).
Cash and cash equivalents
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
consist of cash and cash equivalents as defined above.
Restricted cash
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
requirement.
Segment Information
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, we disclose the revenue generated per country, based on the
Company’s customers’ headquarters.
Inventories
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
using the first-in, first-out method. For an analysis of inventories as of December 31, 2023 and 2022, refer to Note 6.
Cash flow statement policy
The Group uses the indirect method to report cash flows from operating activities.
15
Earnings/(Loss) per share
Basic earnings/(loss) per share is calculated by dividing income/(loss) attributable to common stock holders by the weighted
average number of common shares outstanding. Diluted earnings per share is calculated by adjusting income/(loss) 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
share if the effect would be anti-dilutive. Common shares held in treasury are not deemed outstanding.
Employee compensation — personnel
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.
Termination benefits are those benefits which are payable when employment is terminated before the normal retirement date, or
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
falling due more than 12 months after the statement of financial position date are discounted to present value.
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
any pension or other retirement benefits.
Taxation
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 2023, 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
vessel operating expenses in the consolidated statements of profit or loss and other comprehensive income.
Equity
The Company has one class of common stock. All the shares rank in parity with one another. Each share carries the right to one
vote in a meeting of the shareholders and all shares are otherwise equal in all respects.
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The Company’s registered share capital is represented by 32,194,108 shares outstanding, par value $0.001 per share. In addition,
as of the date of this report the OET holds 695,892 common shares in treasury (which are not deemed outstanding) amounting to
$4,583,929, measured at cost.
Dividends and capital distributions to shareholders are recognized in shareholder’s equity in the period when they are authorized.
Share buybacks are recognized when they occur.
Treasury shares
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
excluded from outstanding shares.
Provisions and contingencies
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
assets are not recognized in the consolidated financial statements but are disclosed when an inflow of economic benefits is probable.
Fair value of financial assets and liabilities
The definitions of the levels, provided by IFRS 13 Fair Value Measurement, are based on the degree to which the fair value is
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
are not based on observable market data (unobservable inputs).
Cash and cash equivalents and restricted cash are considered Level 1 financial instruments. Variable rate long-term borrowings,
interest rate swaps and forward agreements 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 from/ (due to) related parties and other current liabilities,
approximate their respective fair values due to the relatively short-term maturity of these financial instruments.
The fair value of variable rate long-term borrowings approximates their recorded value, due to their variable interest being the
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, 2022. 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
financial instruments.
17
Sale and leaseback transactions
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, 2023 and 2022 were of this type. Please refer to Note 13 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.
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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
customer (i.e., the charterer) is simultaneously receiving and consuming the benefits of the service.
Derivative financial instruments — interest rate swaps
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 Swaps (FXSs)
The Group enters into foreign exchange forward swaps (“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. Foreign exchange forward swap agreements are considered Level 2 financial instruments.
Interest income and finance cost
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
consolidated statements of profit or loss and other comprehensive income, using the effective interest rate method, as they accrue.
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Adoption of new and revised IFRS
Standards and interpretations effective in the current year
The following standards and amendments relevant to the Group were effective in the current year:
In February 2021, the IASB amended IAS 1 Presentation of Financial Statements, IFRS Practice Statement 2 and IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors to improve accounting policy disclosures and to help the users of
the financial statements to distinguish between changes in accounting estimates and changes in accounting policies. The amendments
are effective for annual periods beginning on or after January 1, 2023. These amendments did not have a material impact on the
Group’s financial statements.
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 January 2020, the IASB issued a narrow-scope amendment to IAS 1 Presentation of Financial Statements, to clarify that
liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period.
Classification is unaffected by the expectations of the entity or events after the reporting date (for example, the receipt of a waiver or a
breach of covenant). The amendment also clarifies what IAS 1 means when it refers to the “settlement” of a liability as the
extinguishment of a liability with cash, other economic resources or an entity’s own equity instruments. The amendment will be
effective for annual periods beginning on or after January 1, 2024, and should be applied retrospectively in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors. Earlier application is permitted. Management anticipates that this
amendment will not have a material impact on the Group’s financial statements.
In September 2022, the IASB issued “Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)”. The amendments
require a seller-lessee to measure the lease liability arising from a leaseback in a way that it does not result in recognition of a gain or
loss that relates to the right of use it retains, after the commencement date. The amendments will be effective for annual reporting
periods beginning on or after January 1, 2024, with earlier application permitted. Management anticipates that these amendments will
not have a material impact on the Group’s financial statements.
In October 2022, the IASB has published “Non-current liabilities with covenants (Amendments to IAS 1)” to clarify how
conditions with which an entity must comply within twelve months after the reporting period affect the classification of a liability. The
amendments will be effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted.
Management anticipates that this amendment will not have a material impact on the Group’s financial statements.
In June 2023, the International Sustainability Standards Board (“ISSB”) issued IFRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information and IFRS S2 Climate-related Disclosures. The objective of IFRS S1 and IFRS S2 is to
require an entity to disclose information about its sustainability-related risks and opportunities and climate-related risks and
opportunities, respectively, that is useful to users of general-purpose financial reports in making decisions relating to providing
resources to the entity. IFRS S1 is effective for annual reporting periods beginning on or after January 1, 2024 with earlier application
permitted as long as IFRS S2 is also applied. IFRS S2 is effective for annual reporting periods beginning on or after January 1, 2024
with earlier application permitted as long as IFRS S1 is also applied. Management anticipates that these standards will have a
disclosure impact on the Group’s financial statements.
There are no other IFRS standards and amendments issued by but not yet effective that are expected to have a material effect on
the Group’s financial statements.
20
5.
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 the
current 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.
Impairment of vessels
We evaluate the carrying amounts of our 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, we consider both
internal and external indicators of potential impairment, in accordance with IAS 36. Indicators of possible impairment 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 we operate, changes in forecasted charter rates, and movements in
external broker valuations. We also assess whether any evidence suggests the obsolescence or physical damage of our assets, whether
we have any plans to dispose of an asset before the end.
21
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. The projection of cash flows related to the vessel is complex and requires management to make various
estimates, including future vessel earnings, operating expenses, dry-docking costs, management fees, commissions, and discount rates.
The key assumption, to which the outcome of the impairment assessment is most sensitive, is the estimate of long-term charter rates
for non-contracted revenue days. Each vessel’s future cash flows from revenue are estimated, based on a combination of the current
contracted charter rates until their expiration and thereafter, until the end of the vessel’s useful life, the estimated daily hire rate for the
first 5 years (from 2022 to 2026) is based on the prevailing spot and time charter market as of date of this report for year 1 and then
linearly moving to the newbuilding parity curve in year 5, while being onwards estimated using the simple historical average rate. This
change in estimate was effectuated from the fourth quarter of 2021. 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 the vessel to the higher of the fair value less cost to sell and the value-in-use.
As of December 31, 2023 and 2022, the carrying amount of the vessels owned by the Group was lower than their respective fair
values, as estimated by management with consideration to independent brokers’ valuations. As a result, there were no events or
circumstances triggering the existence of potential impairment or reversal of impairment of its vessels.
Deferred dry-docking costs
The Group recognizes dry-docking 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 dry-docking of the vessels. If a vessel is disposed of before the next
scheduled dry-docking, 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 dry-docking 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 dry-docking component as costs to be incurred during the first dry-docking at the dry-dock
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. In fact, 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 Dry-dock costs; and
an adjustment of its weighted average cost of capital calculation.
Management has concluded that its vessels’ carrying values, as well as their useful lives, have not been impaired.
6.
Inventories
Inventories are analyzed as follows:
   
As of December 31,
2023
2022
Bunkers
21,986,056
13,914,723
Lubricants
2,979,904
2,740,559
Provisions
351,307
355,249
Urea
36,750
Total
25,354,017
17,010,531
Inventories’ carrying values approximate their fair values as at the reporting date.
22
7.
Vessels,
N
et
Vessels, net are analyzed as follows:
   
Dry-docking and
 
 
Vessels’ cost
special survey costs
Total
Cost
     
Balance – January 1, 2022
943,569,428
11,337,851
954,907,279
Transfers from Vessels under construction
194,652,377
2,000,000
196,652,377
Additions
367,669
367,669
Balance - December 31, 2022
1,138,221,805
13,705,520
1,151,927,325
Fully amortized Dry-Dock 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
Accumulated Depreciation
     
Balance – January 1, 2022
(85,311,684)
(4,387,215)
(89,698,899)
Depreciation charge for the year
(35,353,891)
(2,578,500)
(37,932,391)
Balance - December 31, 2022
(120,665,575)
(6,965,715)
(127,631,290)
Fully amortized Dry-Dock 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)
N
et Book Value – December 31, 2022
1,017,556,230
6,739,805
1,024,296,035
N
et Book Value – December 31, 2023
980,038,462
8,029,718
988,068,180
During the year ended December 31, 2022, the Company took delivery of the newbuilding VLCC vessels,
Nissos Kea and Nissos
Nikouria
, for a total cost of $196.7 million.
In the year ended December 31, 2023, the Group drydocked its Suezmax vessels, Kimolos and Folegandros, for their primary
five-year scheduled special survey. The dry-dock cost amounted to approximately $1.9 and $2.0 million for Kimolos and Folegandros,
respectively.
Depreciation for the years ended December 31, 2023, 2022, and 2021, amounted to $40,337,658, $37,932,391, and $38,666,266,
respectively.
The Group has pledged its vessels to secure the borrowing facilities (see Note 13).
Other Fixed Assets
As of December 31,
2023
2022
Right-of-Use assets
26,233
71,204
Other fixed assets
61,019
61,019
Total
87,252
132,223
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, 2023 and 2022, the Group recorded an amount of $44,970 and $30,533, respectively as depreciation expense
with regards to Right-of-Use assets recognized.
8.
Vessels Under Construction
Vessels under construction are analyzed as follows:
Balance – January 1, 2022
18,193,257
Additions during the period
178,459,120
Transfers during the period to vessels, net
(196,652,377)
Balance – December 31, 2022
23
Additions for 2022, as well as the opening balance from 2021, relate to Nissos Kea and Nissos Nikouria, with hull numbers 3211
and 3212, which were named
Nissos Kea
and
Nissos Nikouria
upon their respective deliveries. The subsidiaries that own these vessels
are wholly owned by OET.
9.
Accrued Expenses
Accrued expenses are analyzed as follows:
   
As of December 31,
2023
2022
2021
Accrued payroll related taxes
25,581
15,645
15,842
Accrued voyage expenses
456,344
1,021,539
30,406
Accrued loan interest
1,780,885
3,781,363
1,254,301
Accrued social insurance contributions
164,406
91,573
94,530
Accrued operating expenses
1,001,994
1,036,952
826,166
Other accrued expenses
55,832
77,827
402,500
Total
3,485,042
6,024,899
2,623,745
10. Vessel Operating Expenses
Vessel operating expenses are analyzed as follows:
   
For the year ended December 31,
2023
2022
2021
Crew costs
25,824,142
23,283,420
27,617,203
Insurances
3,273,552
3,084,189
3,332,394
Stores
1,874,962
1,566,555
1,206,306
Spares
2,556,623
1,382,223
1,450,609
Repairs and surveys
2,188,650
1,826,758
2,153,673
Flag expenses
643,661
531,871
417,241
Lubricants
3,250,710
2,466,943
2,282,815
Telecommunication expenses
450,040
195,605
280,936
Miscellaneous expenses
1,679,945
1,402,896
1,954,820
Total
41,742,285
35,740,460
40,695,997
11. Voyage Expenses
Voyage expenses are analyzed as follows:
   
For the year ended December 31,
2023
2022
2021
Port expenses
30,385,334
17,962,872
13,678,442
Bunkers
76,215,708
55,671,538
31,070,105
Other voyage expenses
2,958,197
451,811
258,215
Total
109,559,239
74,086,221
45,006,762
12. General and Administrative expenses
General and administrative expenses are analyzed as follows:
   
For the year ended December 31,
2023
2022
2021
Employee costs
5,816,591
3,998,981
3,896,025
Directors’ fees and expenses
906,598
850,942
875,506
Professional fees
2,032,332
287,355
262,332
Other expenses
1,177,852
159,245
61,077
Total
9,933,373
5,296,523
5,094,940
24
Audit fees, included in professional fees, for the years ended December 31, 2023, 2022, and 2021 amounted to $663,094,
$182,540 and $204,490, respectively. The increased expenditure for the year ended December 31, 2023 concerns fees incurred in
relation to the Company’s listing on the New York Stock Exchange.
Insurance cover, for certain directors and executives of the Group, in respect to their potential liability towards the Group and
third parties for the years ended December 31, 2023, 2022 and 2021, amounted to $387,864, $164,200, and $200,000, respectively.
13. Long-Term Borrowings
The Companies have entered into borrowing agreements which are analyzed as follows:
   
   
Outstanding
       
   
Loan
       
   
Balance as of
Unamortized
     
   
December
Deferred Financing
Outstanding
N
et of
Interest Rate
 
Loan Facility
Vessel
31,2023
Fees
Loan Financing Fees
(SOFR(S)**+Margin)
 
$56.0 Million Sale and
           
Leaseback Agreement
Milos
35,016,494
244,178
34,772,316
S+5.84
%
$54.0 Million Sale and
           
Leaseback Agreement
Poliegos
32,255,273
230,740
32,024,533
S+7.01
%
$113.0 Million Secured Term
           
Loan Facility
Kimolos
32,100,000
178,654
31,921,346
S+1.90
%
 
Folegandros
32,100,000
178,654
31,921,346
S+1.90
%
 
Nissos Keros
44,400,000
247,113
44,152,887
S+1.90
%
$84.0 Million Secured Term
           
Loan facility
Nissos Sikinos
41,212,500
317,556
40,894,944
S+1.85
%
 
Nissos Sifnos
41,212,500
319,363
40,893,137
S+1.85
%
$167.5 Million Sale and
           
Leaseback Agreements
Nissos Rhenia
55,383,053
994,469
54,388,584
S+5.21
%
 
Nissos
         
 
Despotiko
55,725,044
1,009,605
54,715,439
S+5.21
%
$125.7 Million Secured Term
Nissos
         
Loan Facility
Donoussa
58,335,000
374,932
57,960,068
S+2.50
%
 
Nissos
         
 
Kythnos
58,335,000
374,932
57,960,068
S+2.50
%
$58.0 Million Secured Term
           
Loan Facility
Nissos Anafi
44,500,000
231,108
44,268,892
S+2.09
%
$194.0 Million Sale and
           
Leaseback Agreements and
           
$35.1 Million Unsecured Term
           
Loan with Okeanis Marine
           
Holdings S.A.
Nissos Kea
83,053,750
263,396
82,790,354
S+2.66
%(*)
 
Nissos
         
 
Nikouria
84,857,750
272,716
84,585,034
S+2.67
%(*)
 
Total
698,486,364
5,237,416
693,248,948
S+3.15
%
 
Other Finance-
         
 
lease liabilities
   
33,738
   
 
Total
   
693,282,686
   
*
Weighted average between primary lender margin & Sponsor borrowing fixed rate.
**
Post the transition from LIBOR to SOFR as the base rate, certain financings include an applicable Credit Adjustment Spread
(“CAS”) on top of the SOFR base rate
25
Transition from LIBOR to SOFR
While our loan arrangements previously used LIBOR, including during the fiscal years ended December 31, 2023 and December
31, 2022, in 2023 the Company amended those loan agreements to transition from LIBOR to SOFR. As a result, from July 1, 2023,
none of our financing arrangements currently utilizes LIBOR, and those that have a reference rate use SOFR, in line with current
market practice.
Description of Group borrowing and other financing arrangements
$44.0 Million Secured Credit Term Loan Facility
On July 8, 2020, we, through one of our vessel-owning subsidiaries, 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 our 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. We 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 secured by, among other things, a first priority mortgage on
Kimolos
and was guaranteed by us. This
loan was prepaid in June 2023.
$40.0 Million Secured Term Loan Facility
On July 7, 2020, we, through one of our vessel-owning subsidiaries, Omega Four Marine Corp., entered into a $40.0 million
secured term loan facility with BNP Paribas to refinance then-existing indebtedness on our 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. This loan was prepaid in June
2023.
$103.2 Million Secured Term Loan Facility
On September 9, 2020, we, through two of our vessel-owning subsidiaries, 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 our
acquisition of vessels
Nissos Sikinos
and
Nissos Sifnos
, which we amended and restated on July 6, 2023 to amend the provisions in
relation to the calculation of interest from LIBOR to the term SOFR reference rate administered by CME Group Benchmark
Administration Limited (“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 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). This loan was prepaid in September 2023.
26
$125.7 Million Secured Term Loan Facility
In May 23, 2022, we, through two of our vessel-owning subsidiaries, 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 our vessels,
Nissos Kythnos
and
Nissos Donoussa
, which agreement we 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 ourselves 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 we deem 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 each of
Nissos Kythnos
and
Nissos Donoussa
and is guaranteed by us.
$58.2 Million Secured Term Loan Facility
On January 24, 2019, we, through one of our vessel-owning subsidiaries, Arethusa Shipping Corp., entered into an approximately
$58.2 million secured term loan facility with BNP Paribas to finance our acquisition of vessel
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 is guaranteed by us. This loan was prepaid in June 2023.
$58.0 Million Secured Term Loan Facility
On February 27, 2019, we, through one of our vessel-owning subsidiaries, 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 our acquisition of
Nissos Anafi
, which agreement we 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 us. 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.
27
$113.0 Million Secured Term Loan Facility
On June 27, 2023, we, through three of our vessel-owning subsidiaries, 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 our 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 us.
$84.0 Million Secured Term Loan Facility
On September 8, 2023, we, through two of our vessel-owning subsidiaries, 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 our
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 guaranteed by us.
$56.0 Million Sale and Leaseback Agreement — Milos
On January 29, 2019, we, through one of our subsidiaries, Omega One Marine Corp., entered into a $49.0 million sale and
leaseback agreement with Ocean Yield with respect to our 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 we made). On April 27, 2023, we
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. The charter was guaranteed by us, and we 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. We also 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. We repurchased the
Milos
in
February 2024, and therefore this sale and leaseback agreement was terminated.
$54.0 Million Sale and Leaseback Agreement — Poliegos
On June 8, 2017, we, through one of our subsidiary, Omega Two Marine Corp., entered into a $47.2 million sale and leaseback
agreement with Ocean Yield with respect to our vessel,
Poliegos
, which included a $6.8 million non-cash element. The leaseback
period is 168 months from the delivery date and the charter hire is 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 we made). On April 27,
2023, we 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 is 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 is guaranteed by us, and we have
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. We also have 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.
$167.5 Million Sale and Leaseback Agreements — Nissos Rhenia and Nissos Despotiko
On February 10, 2018, we, through two of our subsidiaries, 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 our vessels,
Nissos Rhenia
and
Nissos Despotiko
.
28
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 we made for each ship). On April 27, 2023, we 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 we have permitted a mortgage to be filed regarding the finance lease, as well as entered into assignment 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. We 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, we, through two of our subsidiaries, 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 our vessels,
Nissos
Kea
and
Nissos Nikouria
. On June 29, 2023 and on January 26, 2024, respectively, we 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 charterhire
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 charterhire
paid (the “owner’s costs”), plus (a) accrued but unpaid charterhire, (b) breakfunding 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 charterhire, (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
us, and we have permitted a mortgage to be filed regarding the finance lease (no mortgage on either vessel has been registered so far)
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.
$11 Million Scrubber Financing
On June 25, 2019, we entered into an $11 million facility agreement with BNP Paribas, with four of our subsidiaries, 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 our 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.
This loan was prepaid in June 2023.
29
$35.1 Million Unsecured Sponsor Loan
On April 18, 2022, we (on behalf of two of our 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 facility, the loaned amount of approximately $17.6 million for each vessel bears a fixed interest cost of 3.5% per
annum and is repayable at our sole discretion without penalty, up to the maturity date of two years from the relevant vessel’s delivery.
We repaid $16.7 million in principal under this loan facility in March 2024.
OET is the corporate guarantor for all bank loans as at December 31, 2023.
Lease liabilities connected to Right-of-Use assets
The Group has recognized the following finance lease liabilities with respect to the Right-of-Use assets:
   
As of December 31,
2023
2022
Office space
14,518
36,249
Cars
19,220
39,510
Total
33,738
75,759
The maturities of lease liabilities are the following:
   
For the year ended December 31,
2023
2022
No later than one year
34,506
50,599
Later than one year and not later than five years
29,516
Total
34,506
80,115
Long-term debt net of current portion and current portion of long-term borrowings are analyzed as follows:
   
 
Long-term borrowings,
Current portion of
 
As of December 31, 2022
net of current portion
long-term borrowings
Total
Outstanding loan balance
673,022,123
71,819,405
744,841,528
Financing fees
(4,814,520)
(1,067,086)
(5,881,606)
Total
668,207,603
70,752,319
738,959,922
   
 
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
The borrowings are repayable as follows:
   
As of December 31,
2023
2022
No later than one year
78,903,582
71,819,405
Later than one year and not later than five years
278,087,160
298,690,490
Thereafter
341,495,622
374,331,633
Total
698,486,364
744,841,528
Less: Amounts due for settlement within 12 months
(78,903,582)
(71,819,405)
Long-term borrowings, net of current portion
619,582,782
673,022,123
30
Cash flow reconciliation of liabilities arising from financing activities
A reconciliation of the Group’s financing activities for the years ended December 31, 2023, 2022 and 2021 are presented in the
tables below:
Long-term borrowings – January 1, 2021
834,476,641
Cash flows
repa
y
ments
(261,713,694)
Non-cash flows
amortisation of loan financin
g
fees
4,233,322
Long-term borrowings – December 31, 2021
576,996,269
Cash flows
drawdowns
306,298,000
Cash flows
repa
y
ments
(144,294,604)
Loan financin
g
fees
(1,732,860)
Other Finance-lease liabilities
75,759
Non-cash flows
amortisation of loan financin
g
fees
1,693,117
Long-term borrowings – December 31, 2022
739,035,681
Cash flows
drawdowns
197,000,000
Cash flows
repa
y
ments
(243,355,165)
Loan financin
g
fees
(1,350,000)
Other Finance-lease liabilities
(42,021)
Non-cash flows
amortisation of loan financin
g
fees
1,994,191
Long-term borrowings – December 31, 2023
693,282,686
All borrowings are secured by first preferred mortgages of the Companies’ vessels and assignment of earnings and insurances.
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:
x
a security cover ratio (which is a minimum percentage of the vessel market value over the secured outstanding loan amount)
of no less than 145%.
x
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.
x
a consolidated net worth of more than $100,000,000 and
x
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%.
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.
A number of our financing agreements require that the Alafouzos family maintain a minimum 35% ownership interest in us, and
some of our financing agreements provide that a breach of the financing will occur if Mr. Ioannis Alafouzos and Mr. Themistoklis
Alafouzos cease to control us and, in one instance, if Mr. Ioannis Alafouzos ceases to be our 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 our guarantees on our sale and leaseback
agreements provide that we 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 our shares and/or voting rights.
As at December 31, 2023 and 2022, the Group was in compliance with its covenants.
31
14. Transactions and Balances with Related Parties
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)/from related parties:
   
As of December 31,
2023
2022
Kyklades Maritime Corporation
(659,974)
449,629
Total
(659,974)
449,629
Amounts due to the Management Company as of December 31, 2023 of $659,974 as compared to amounts due from the
Management Company as of December 31, 2022 of $449,629 represent expenses paid by the Management Company on behalf of the
Company / advances from the Company to the Management 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,
2023
2022
2021
Management fees
     
Kyklades Maritime Corporation
4,599,000
4,381,200
5,425,200
Total
4,599,000
4,381,200
5,425,200
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.
The below table presents an analysis of all payments executed by KMC on behalf of the Group:
   
For the years ended December 31,
2023
2022
2021
Crew wages
21,043,047
18,572,373
22,411,827
Other crew expenses
3,639,086
3,357,800
3,555,432
Stores
3,864,683
3,098,044
2,999,210
Technical expenses
8,647,728
5,611,199
6,274,107
Insurance
2,717,938
3,193,137
2,490,958
Health, Safety, Quality, Environmental (HSQE) expenses
592,246
525,210
672,704
Other
801,196
931,952
1,416,495
Total
41,305,924
35,289,715
39,820,733
Key management and Directors’ remuneration
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, 2023, 2022 and 2021 amounted to $450,000, $450,000 and $418,900, respectively.
In addition, each director is entitled to reimbursement for travelling and other minor out-of-pocket expenses.
32
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 Operating Officer. The remuneration structure comprises
salaries, bonuses, insurance cover (also covering the members of the Board of Directors), telecommunications and other expenses
which are minor in nature (e.g., travel expenses). For the years ended December 31, 2023, 2022 and 2021, key management personnel
remuneration, covering all the above amounted to $3,588,185, $1,704,665 and $2,071,165. There was no amount payable related to
key management remuneration as of December 31, 2023, 2022 and 2021.
None of the members of the administrative, management or supervisory bodies of the Group have any service contracts with
Okeanis Eco Tankers Corp. or any of its subsidiaries in the Group providing for benefits upon termination of employment.
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, our wholly owned subsidiary, 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 our 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 two months’ written notice.
15. Share Capital and Additional Paid-in Capital
On January 27, 2021, the board of directors of the Oslo Stock Exchange approved the Company’s listing application to transfer its
listing from Euronext Expand to Oslo Børs. Trading in the shares on Oslo Børs commenced on January 29, 2021, under the trading
symbol “OET.”
In March 2021, the Company paid cash dividends of $0.10 per share amounting to $3.2 million.
In June 2021, the Company distributed $24.3 million or $0.75 per share via a return of paid-in capital.
On December 6, 2021, the Company purchased 22,500 of its own shares for an aggregate consideration of $197,116 at an average
price of NOK 75.3 or $8.76 per share.
On December 9, 2021, the Company purchased 8,000 of its own shares for an aggregate consideration of $70,642 at an average
price of NOK 75.9 or $8.83 per share.
On December 14, 2021, the Company purchased 28,736 of its own shares for an aggregate consideration of $235,772 at an
average price of NOK 70.5 or $8.20 per share.
In December 2021, the Company distributed $10.0 million or $0.31 per share via a return of paid-in-capital.
On January 24, 2022, the Company purchased 20,000 of its own shares for an aggregate consideration of $162,117 at the price of
NOK 69.7 or $8.11 per share.
33
On January 26, 2022, the Company purchased 102,573 of its own shares for an aggregate consideration of $850,022 at the price
of NOK 71.3 or $8.29 per share.
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.
As of December 31, 2023, the Company had 32,194,108 shares outstanding (such amount does not include 695,892 treasury
shares).
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
Company and the shares in the Company’s subsidiaries which are held directly or indirectly by the Company.
The table below shows the movement in the Company’s issued share capital up to and for the year ended on December 31, 2023
hereof:
   
     
N
ew issued
N
o. of shares
 
   
Change in
share
outstanding
 
   
issued share
capital
net of
Par value
Date
Type of change
capital (USD)
(USD)
treasury shares
per share
09-Mar-20
Share buy-back
32,625,917
0.001
06-Apr-20
Share buy-back
32,375,917
0.001
06-Dec-21
Share buy-back
32,353,417
0.001
09-Dec-21
Share buy-back
32,345,417
0.001
14-Dec-21
Share buy-back
32,316,681
0.001
24-Jan-22
Share buy-back
32,296,681
0.001
26-Jan-22
Share buy-back
32,194,108
0.001
16. Financial Risk Management
The Group’s principal financial instruments comprise long-term borrowings, interest rate swaps (terminated in 2022), forward
freight agreements, 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.
34
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 23).
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, 2023 by $6,894,010 (2022: $2,251,130 increased by 50 basis
points) assuming all other variables held constant and taking into consideration that the Group has entered into interest rate
swap agreements for some of its borrowings, therefore partially economically hedging part of its floating-rate borrowings.
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.
The Group mitigates such risks by dealing only with high credit quality financial institutions.
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 2022 and 2023, the Group entered into
FFAs in order to minimize losses from charter rate fluctuations and eliminate any adverse effect charter rate fluctuations may
have in our operating cash flows and dividend distributions.
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.
35
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, 2023, of 3.41% (LIBOR for 2022: 4.41%), 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, 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
   
 
Weighted
           
 
average
           
 
effective
Less
         
 
interest
than
1 – 3
3 – 12
1 – 5
   
 
rate
1 month
months
months
years
5+ years
Total
December 31, 2022
             
Non-Derivative Liabilities
             
Trade payables
 
11,771,964
11,771,964
Accrued expenses
 
6,024,899
6,024,899
Variable interest borrowings
6.26
%
5,922,596
21,564,122
65,076,153
365,728,156
241,508,738
699,799,765
Variable interest for debt financing
             
(Sale and Leaseback Agreements)
10.02
%
2,823,905
5,526,029
22,237,116
112,171,014
167,665,884
310,423,948
Total
 
8,746,501
27,090,151
105,110,132
477,899,170
409,174,622
1,028,020,576
17. Commitments and Contingencies
Commitments under time charter agreements (Lessor)
As of December 31, 2023 and 2022, future minimum contractual time charter revenue, based on our vessels’ committed, non-
cancellable time charter agreements, net of address commissions were as follows:
   
As of December 31,
2023
2022
Within one year
24,416,000
Total
24,416,000
18. Earnings/(loss) per Share
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,
2023
2022
2021
Profit/(loss) for the period attributable to the Owners of the
     
Group
145,249,722
84,557,539
(903,102)
Weighted average number of shares outstanding in the period
32,194,108
32,202,394
32,372,393
Earnings/(loss) per share, basic and diluted
4.51
2.63
(0.03)
During the years ended December 31, 2023, 2022 and 2021, there were no potentially dilutive instruments affecting weighted
average number of shares, and hence diluted earnings per share equals basic earnings per share for the years presented.
36
19. Claims Receivable
As of December 31, 2023, the Group has recognized and presented under “Claims receivable” in the consolidated statements of
financial position, receivable amounts from vessels’ insurers totaling $115,528 (2022: $108,391) 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.
20. Capital Risk Management
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, which is total debt (gross) divided by total equity plus total debt, and its
calculation is presented below:
As of December 31,
2023
 
2022
 
Total borrowings
698,486,364
 
744,841,528
 
Total shareholders’ equity
408,132,148
 
422,243,261
 
Gearing ratio
63
%
64
%
21. Lease and
N
on-Lease Components of Revenue and voyage charter revenue
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, we have 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,
2023
2022
2021
Lease component
30,584,686
50,536,021
59,098,416
Non-lease component
8,817,934
15,817,114
21,486,951
Total
39,402,620
66,353,135
80,585,367
37
22. Interest income, Interest expense and Other Finance Costs
Interest and finance related costs are presented below:
For the years ended December 31,
2023
2022
2021
Interest expense
58,680,985
35,077,293
27,082,841
Amortization and write-off of financing fees
1,994,191
1,693,117
4,233,322
Finance costs related to covenants of early termination
4,092,000
Bank charges and loan commitment fees
33,939
729,710
781,978
Other finance costs
469,951
581,855
275,282
Total
61,179,066
38,081,975
36,465,423
Interest income are presented below:
For the years ended December 31,
2023
2022
2021
Interest income from time deposits
3,428,321
668,032
Other interest income
676,243
53,496
3,470
Total
4,104,564
721,528
3,470
23. Derivative Financial Instruments
Interest rate swaps
During the year ended December 31, 2022, the Group terminated all interest rate swap agreements it had entered into in 2021 and
2020. The net cash received from the said terminations amounted to $12.3 million in total and was recognized in Realized gain/(loss),
net on derivatives in the consolidated statements of profit or loss and other comprehensive income.
Forward freight agreements
The fair value of the Group’s derivative financial assets as of December 31, 2023 and 2022 related to FFAs and Foreign
Exchange Swaps (“FXSs”) are presented below:
Derivatives’ Fair values
2023
2022
FXSs
207,488
FFAs
21,885
209,238
Total
229,373
209,238
FFAs and FXSs are considered to be Level 2 items in accordance with the fair value hierarchy as defined in IFRS 13 Fair Value
Measurement.
Effect on the Consolidated Statements of Profit or Loss and Other Comprehensive Income
For the year ended December 31,
2023
2022
2021
Unrealized gain, net on derivatives
229,373
45,960
30,105
Unrealized gain on interest rate swaps
4,126,828
Total unrealized gain, net on derivatives
229,373
45,960
4,156,933
For the year ended December 31,
2023
2022
2021
Realized gain/(loss), net on derivatives
300,262
2,161,927
(558,916)
Realized gain, net on interest rate swaps
9,274,554
Total realized gain/(loss), net on derivatives
300,262
11,436,481
(558,916)
38
24. Revenue
The table below presents an analysis of revenue generated from voyage and time charter agreements:
   
For the years ended December 31,
2023
2022
2021
Voyage Charter
373,693,986
204,619,286
88,412,858
Time Charter (see Note 21)
39,402,620
66,353,135
80,585,367
Total
413,096,606
270,972,421
168,998,225
IFRS 15 Revenue from Contracts with Customers
As of December 31, 2023, 2022 and 2021, the Group had, within the scope of IFRS 15, unearned revenue from voyage charter
agreements related to undelivered performance obligations of $5,590,403, $9,861,064 and $790,544 which will be/were recognized in
the first quarter of 2024, 2023 and 2022, respectively.
Further, as of December 31, 2023 and 2022, capitalized contract fulfilment costs amounted to $1,903,516 and $1,646,450,
respectively.
The table below presents an analysis of earned revenue under voyage charters:
   
For the years ended December 31,
2023
2022
2021
Freight
338,979,059
192,579,493
77,334,155
Demurrages
34,714,927
12,039,793
11,078,703
Total
373,693,986
204,619,286
88,412,858
As at December 31, 2023 and 2022, the Group’s trade receivables amounted to $55,234,678 and $46,393,951, respectively.
Charterers, whose outstanding balance, exceed 10% of the total trade receivable amount are presented below:
   
Customer
2023
2022
Charterer A
17
%
59
%
Charterer B
13
%
10
%
Charterer C
10
%
10
%
As of December 31, 2023 and 2022, trade receivables include the amounts of $5,456,339 and $9,735,393, respectively, generated
from voyage charter agreements within the scope of IFRS 15.
Credit concentration
Customers individually accounting for more than 10% of our revenues during the years ended December 31, 2023, 2022 and 2021
were:
   
Customer
2023
2022
2021
A
18
%
13
%
B
14
%
11
%
C
11
%
Total
43
%
24
%
39
Revenue by country
The below table presents revenue generated per country, based on the Company’s customers’ headquarters, exceeding 10% of
total revenues, for the years ended December 31, 2023, 2022 and 2021:
Country
2023
2022
2021
Singapore
73,621,309
42,408,360
37,250,890
United Kingdom
54,254,181
40,158,705
Hong Kong
51,127,139
26,879,765
Switzerland
81,031,483
44,257,631
27,755,018
United States
48,788,696
37,069,299
Turkey
49,470,684
Brazil
40,484,566
Other
65,445,687
55,951,287
77,112,552
Total
413,096,606
270,972,421
168,998,225
All of the revenues above are reported under our single segment, the crude oil tanker segment.
25.
Subsequent Events
On January 26 and 29, 2024, the Group executed amendments to the existing sale and leaseback agreements on the VLCC vessels
Nissos Kea and Nissos Nikouria (the “Existing Leases Amendments”) with CMB Financial Leasing. The Existing Leases
Amendments, effective from the first quarter of 2024, provide for a reduction of the pricing of the variable amount of charterhire
payable thereunder to 200 bps over the applicable Term SOFR on both vessels, extend maturities to December 2030 for the Nissos
Kea and March 2031 for the Nissos Nikouria, and eliminate the previously stipulated early prepayment fees in the case of exercise of
the purchase options by the Company after the first year.
On January 29, 2024, the Group executed a new sale and leaseback agreement of approximately $73.5 million for the VLCC
vessel Nissos Anafi (the “Anafi Lease”) with CMB Financial Leasing. The agreement provides for a bareboat charter with the
charterhire being paid on a quarterly basis, is priced at 190 bps over the applicable Term SOFR and matures in seven years. The Anafi
Lease includes purchase options for the Company after the first year and throughout the tenor of the lease and is guaranteed by the
Company. The Anafi Lease proceeds were partially used in order to repay the amount of $43.6 million, representing the outstanding
syndicate loan owned to Credit Agricole and Korea Export Import Bank.
On January 31, 2024, the Group entered an agreement for a new $34.7 million senior secured credit facility to finance the option
to purchase back the Suezmax vessel Milos from its current sale and lease back financier (the “Milos Facility”). The Milos Facility is
provided by a syndicate led by Kexim Asia Limited, is priced at 175 bps over the applicable Term SOFR, matures in six years, is paid
in quarterly instalments, and is guaranteed by the Company.
In March 2024, the Company paid an amount of approximately $21.2 million or $0.66 per share via a dividend that was classified
as a return of paid-in-capital.
In March 2024, we repaid $16.7 million to Okeanis Marine Holdings S.A., an entity controlled by Mr. Ioannis Alafouzos, as
repayment of loan principal relating to the acquisition of the
Nissos Kea
.
On March 1, 2024, each of our 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 considered to be part of the technical management fee under the technical management agreements, set
out above. These agreements may be terminated by either party (a) for cause, immediately upon written notice or (ii) 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, described above.
40
Appendix
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
Okeanis Eco Tankers
Domicile of entity
Republic of Marshall Islands
Legal form of entity
Corporation
Country of incorporation
Republic of Marshall Islands
Address of entity’s registered office
Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands
Principal place of business
International
Description of nature of entity’s
operations and principal activities
Own, charter out and operate tanker vessels
Name of parent entity
Okeanis Eco Tankers Corp.
Name of ultimate parent of group
Glafki Marine Corp.