Long-Term Borrowings | 13. Long-Term Borrowings The Companies have entered into borrowing agreements which are analyzed as follows: Loan Facility Vessel Outstanding Loan Balance as of December 31,2023 Unamortized Deferred Financing Fees Outstanding Net of Loan Financing Fees Interest Rate (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 Loan Facility Nissos 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 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 Kimolos $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 $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 Nissos Sifnos $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 Nissos Donoussa 2 Nissos Kythnos Nissos Donoussa $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 Nissos Keros $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 Nissos Anafi $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 Nissos Keros Kimolos, Folegandros Nissos Keros $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 Nissos Sifnos Nissos Sikinos Nissos Sifnos $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 Milos $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 $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 Nissos Despotiko The charter period for each of the Nissos Rhenia Nissos Despotiko Nissos Rhenia Nissos Despotiko Nissos Rhenia Nissos Despotiko $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 Nissos Nikouria Nissos Kea Nissos Nikouria Nissos Kea Nissos Nikouria Nissos Kea Nissos Nikouria Nissos Kea Nissos Nikouria Nissos Kea Nissos Nikouria Nissos Kea Nissos Nikouria Nissos Kea Nissos Nikouria $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 Poliegos Kimolos Kimolos Nissos Therassia Nissos Schinoussa per annum and had a final maturity date of December 30, 2024. This loan was prepaid in June 2023. $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 Nissos Nikouria 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 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 – repayments (261,713,694) Non-cash flows – amortisation of loan financing fees 4,233,322 Long-term borrowings – December 31, 2021 576,996,269 Cash flows – drawdowns 306,298,000 Cash flows – repayments (144,294,604) Loan financing fees (1,732,860) Other Finance-lease liabilities 75,759 Non-cash flows – amortisation of loan financing fees 1,693,117 Long-term borrowings – December 31, 2022 739,035,681 Cash flows – drawdowns 197,000,000 Cash flows – repayments (243,355,165) Loan financing fees (1,350,000) Other Finance-lease liabilities (42,021) Non-cash flows – amortisation of loan financing 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: ● 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% . ● minimum corporate liquidity, being the higher of $10,000,000 and $750,000 per vessel, in the form of free and unencumbered cash and cash equivalents. ● a consolidated net worth of more than $100,000,000 and ● 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 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. |