Earnings Release • Aug 24, 2023
Earnings Release
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"KCC is delivering another solid quarter in Q2 2023 with return on equity of 19%. With full CABU tanker capacity booked at strong earning levels and higher CLEANBU tanker trading, Q3 2023 results are expected to maintain strength despite the weaker dry bulk and tanker summer markets. The earnings outlook for Q4 2023 is as well positive based on expectations of seasonally stronger markets for the balance of the year".
Engebret Dahm,CEO Klaveness Combination Carriers ASA
1 Average TCE earnings \$/day and return on equity (ROE) are alternative performance measures (APMs) which are defined and reconciled in the excel sheet "APM2Q2023" published on the Company's homepage (www.combinationcarriers.com) Investor Relations/Reports and Presentations under the section for the Q2 2023 report
| (USD '000) | Q2 2023 | Q1 2023 | Q2 2022 | 1H 2023 | 1H 2022 |
|---|---|---|---|---|---|
| Net revenues from vessel operations | 44 529 | 55 369 | 41 312 | 99 899 | 71 449 |
| EBITDA | 29 505 | 40 981 | 26 573 | 70 500 | 44 366 |
| Profit/(loss) for the period | 16 447 | 28 236 | 16 196 | 44 696 | 23 537 |
| Earnings per share (USD) | 0.30 | 0.54 | 0.31 | 0.83 | 0.45 |
| Total assets | 640 598 | 650 770 | 643 463 | 640 598 | 643 463 |
| Equity | 354 089 | 306 972 | 280 297 | 354 089 | 280 297 |
| Equity ratio* | 55 % | 47 % | 44 % | 55 % | 44 % |
| ROCE annualised* | 14 % | 21 % | 13 % | 18% | 10 % |
| ROE annualised* | 19 % | 37 % | 23 % | 25% | 17 % |
| Q2 2023 | Q1 2023 | Q2 2022 | 1H 2023 | 1H 2022 | |
| Average TCE earnings \$/day* | 31 955 | 38 708 | 30 235 | 35 383 | 25 838 |
| Opex \$/day* | 8 664 | 7 888 | 8 711 | 8 279 | 8 054 |
| On-hire days | 1 394 | 1 430 | 1 456 | 2 824 | 2 752 |
| Off-hire days, scheduled | 59 | - | 59 | 59 | 61 |
| Off-hire days, unscheduled | 3 | 10 | 43 | 13 | 83 |
| % of days in combination trades1 | 86 % | 81 % | 85 % | 83 % | 79 % |
| Utilisation2 | 93 % | 98 % | 90 % | 95 % | 93 % |
*Alternative performance measures (APMs) are defined and reconciled in the excel sheet "APM2Q2023" published on the Company's homepage(www.combinationcarriers.com) Investor Relations/ Reports and Presentations under the section for the Q2 2023 report
Net profit after tax for the second quarter ended at USD 16.4 million compared to USD 28.4 million in Q1 2023 and USD 16.2 million in Q2 2022. EBITDA for the period ended at USD 29.5 million, a 28% decrease Q-o-Q driven by weaker CLEANBU TCE earnings partly offset by higher CABU earnings.
Operating expenses were up USD 1.3 million Q-o-Q mainly due to timing of vessel supplies and crew changes.
Administrative expenses were down 21% Q-o-Q mainly due to exercise of share options in Q1 2023, while depreciation decreased by USD 0.5 million Q-o-Q due to postponed dry-docking for some vessels. Net finance cost increased by USD 0.9 million Q-o-Q mainly due to full depreciation of capitalized fees related to refinanced loan facilities.
Net profit after tax for first half 2023 ended at USD 44.7 million, up from USD 23.5 million in first half 2022, mainly due to considerably stronger tanker market earnings for both the CABU and CLEANBU fleet and overall efficient trading.
Cash and cash equivalents ended at USD 83.8 million by the end of Q2 2023, an increase of USD 4.4 million during the quarter. This positive development is driven mainly by strong EBITDA, net proceeds from the equity issue of USD 48.7 million and termination of interest rate swaps, partly offset by regulation of revolving credit facilities, dry docking, ordinary debt service and dividend payment.
Total equity ended at USD 354.1 million, an increase of USD 47.1 million from end of Q1 2023 driven by profit of USD 16.4 million and equity issue of USD 49.3 million partly offset by dividend payments of USD 20.9 million. The equity ratio ended at 55.3% per end Q2 2023, up from 47.2% per end of Q1 2023.
Interest-bearing debt ended at USD 257.5 million by the end of the quarter, down from USD 311.8 million by end of Q1 2023 due to repayment of revolving credit facilities in addition to ordinary debt repayments. The Group had per end of Q2 2023 USD 118.0 million available and undrawn under long-term revolving credit facilities and USD 14.1 million available and undrawn under a 364-days overdraft facility.
During the quarter a subsidiary of KCC completed the refinancing of two mortgage debt facilities falling due in December 2023and October 2025.
1 % of days in combination trades = number of days in combination trades as a percentage of total on-hire days. A combination trade starts with wet cargo (usually caustic soda or clean petroleum products), followed by a dry bulk cargo. A combination trade is one which a standard tanker or dry bulk vessel cannot perform. The KPI is a measure of KCC's ability to operate our combination carriers in trades with efficient and consecutive combination of wet and dry cargos versus trading as a standard tanker or dry bulk vessel. There are two exceptions to the main rule where the trade is considered to be a combination trade: Firstly, in some rare instances a tanker cargo is fixed instead of a dry bulk cargo out of the dry bulk exporting region where KCC usually transports dry bulk commodities. E.g. the vessel transports clean petroleum products to Argentina followed by a veg oil cargo instead of a grain cargo on the return leg. Secondly, triangulation trading which combines two tanker voyages followed by a dry bulk voyage with minimum ballast in between the three voyages (e.g. CPP Middle East-Far East+CPP Far East Australia+Dry bulk Australia-Middle East) are also considered combinationtrade.
The refinancing released ~USD 38 million in additional capacity based on the drawn and undrawn amounts under the existing facilities. It bears interest of Term SOFR + 2.1%, has a tenor of 5 years and is repaid on a close to 18-years average age adjusted profile. The margin will be adjusted up or down on an annual basis based on KCC's EEOI performance in relation to the trajectory in the sustainability-linked financing framework.
All relevant debt facilities and interest rate derivatives have been transferred from LIBOR to SOFR. During the second quarter the Group terminated a total of USD 71 million of notional in fixed/float interest rate swaps and a portfolio of interest rates options with remaining duration below two years. The cash proceeds from the transactions were USD 4.0 million in Q2 2023, while the realized Profit and Loss from the termination of the swaps will be recognized over a period equivalent to the remaining duration.
The first yard instalment of in total USD 17.2 million for the construction of three CABU newbuilds was paid in July 2023.
Hundred Roses Corporation exercised all its 14,020 warrants in August 2023. Exercise price adjusted for paid dividends was NOK 26.06 per share. The remaining number of outstanding warrants after exercise is 215,068 with final exercise date 24 September 2023. The share capital after the exercise is NOK 60,243,163 divided into 60,243,163 shares, each with a par value of NOK 1.
On 23 August 2023, the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 0.25 per share for second quarter 2023, in total approximately USD 15.1 million.
| KEY FIGURES | Q2 2023 | Q1 2023 | 1H 2023 | 1H 2022 | ||
|---|---|---|---|---|---|---|
| Average TCE earnings \$/day (note 2) | 34 502 | 31 466 | 30 876 | 32 962 | 27 619 | |
| Opex \$/day (note 2) | 7 140 | 7 128 | 8 297 | 7 134 | 7 670 | |
| On-hire days | 687 | 713 | 696 | 1 400 | 1 377 | |
| Off-hire days, scheduled | 41 | - | 8 | 41 | 10 | |
| Off-hire days, unscheduled | 1 | 7 | 25 | 7 | 61 | |
| % of days in combination trades1 | 85 % | 95 % | 83 % | 90 % | 72 % | |
| Ballast days in % of total on-hire days3 | 16 % | 11 % | 9 % | 13 % | 11 % | |
| Utilisation2 | 92 % | 97 % | 91 % | 94 % | 92 % |
Average TCE earnings per on-hire day for the CABU vessels for Q2 2023 ended at \$34,502/day, an increase of approximately \$3,000/day from Q1 2023 mainly due to higher caustic soda shipment volumes and continued high earnings under caustic soda contract volumes. TheCABU TCE earnings were, however, negatively impacted by a weak dry bulk spot market in Q2 2023, albeit being somewhat stronger than in Q1 2023. Share of days in combination trades decreased from 95% in Q1 2023 to 85% in Q2 2023 and days in ballast increased from 11% to 16% reflecting increased ballasting between caustic soda shipments due to a tight caustic soda shipment schedule in second quarter. TCE earnings for the CABU fleet were 1.1 times higher than the spot market for standard MR4 tankers in second quarter.
Average operating costs of \$7,140/day for the second quarter were approximately in line with the previous quarter and down \$1,157/day compared to Q2 2022 mainly due to reversal of provisions. The CABU fleet had one unscheduled off-hire day in Q2 2023. One CABU vessel completed, and one vessel started periodic dry docking in Q2 with in total 43 scheduled off-hire days. 84 scheduled off-hire days are expected for Q3 for drydocking of two vessels including installation of energy efficiency measures on one vessel.
Average TCE earnings per on-hire day for the CABU vessels for first half 2023 ended at \$32,962/day, compared to 27,619/day for first half 2022. 1H 2023 was positively impacted by a large increase in earnings on fixed rate caustic soda contracts of affreightment for 2023 relative to 2022, positive effects from a buoyant product tanker spot market on index-linked caustic soda contracts and more efficient trading. This was partly offset by substantially lower dry bulk earnings following the weak dry bulk market development from end of 2022 and continuing in 2023.
Opex decreased approximately \$540/day from 1H 2022 to 1H 2023 mainly due to reversal of USD 0.6 million in provisions in 1H 2023. The CABU fleet had eight days unscheduled off-hire in 1H 2023, compared to 61 in 1H 2022, the latter mainly related to COVID-19 infection on one vessel.
1 % of days in combination trades = see definition on page 3.
2 Utilisation = (Operating days less waiting time less off-hire days)/operating days.
3 Ballast in % of on-hire days = Number of days in ballast /number of on-hire days. Ballast days when the vessel is off-hire are not included. 4 Clarksons, MR (CABU) and LR1 (CLEANBU) tanker multiple calculated based on assumption of one-month advance cargo fixing/«lag»
| KEY FIGURES | Q2 2023 | Q1 2023 | Q2 2022 | 1H 2023 | 1H 2022 |
|---|---|---|---|---|---|
| Average TCE earnings \$/day (note 2) | 29 482 | 45 911 | 29 558 | 37 763 | 24 053 |
| Opex \$/day (note 2) | 10 189 | 8 648 | 9 126 | 9 423 | 8 439 |
| On-hire days | 707 | 717 | 659 | 1 424 | 1 375 |
| Off-hire days, scheduled | 19 | - | 51 | 19 | 51 |
| Off-hire days, unscheduled | 3 | 3 | 18 | 5 | 22 |
| % of days in combination trades1 | 86 % | 68 % | 87 % | 77 % | 86 % |
| Ballast days in % of total on-hire days3 | 19 % | 18 % | 17 % | 18 % | 12 % |
| Utilisation2 | 94 % | 99% | 90 % | 96 % | 94 % |
CLEANBU TCE earnings per on-hire day ended at \$29,482/day, a decrease of approximately \$16,400/day from last quarter and approximately in line with same quarter last year. The decrease from last quarter reflects a weaker product tanker market and lower capacity in tanker trades (down from 91% in Q1 2023 to 57% in Q2 2023), the latter having negative effects due to continued large earnings difference between tanker and dry bulk trading. The CLEANBUs had as well weaker trading efficiency with ballast days increasing from 12% in Q1 2023 to 19% in Q2 2023 and more unpaid waiting days in Q2 2023 due to recurring trade flow changes and seasonal variations in regional trade volumes. Average TCE earnings for the CLEANBU fleet were somewhat outperformed by the spot market for standard LR14 tanker vessels in the second quarter (multiple 0.7).
Average operating costs for the CLEANBU vessels ended at \$10,189/day, up approximately \$1,540/day compared with previous quarter and up approximately \$1,060/day compared to the same quarter last year mainly due to timing of procurement and crew changes. The CLEANBU fleet had limited unscheduled off-hire in Q2 2023 of three days. One CLEANBU vessel completed intermediate dry-dock in Q2 with in total 19 off-hire days.
Average TCE earnings for first half 2023 were \$37,763/day compared to \$24,053/day for first half 2022 driven by the strong product tanker markets and high tanker market trading, up from 48% in 1H 2022 to 74% in 1H 2023.
Opex per day for 1H 2023 is up approximately \$984/day from 1H 2022 mainly due to timing effects and expectations of a slightly higher opex \$/day in 2023 compared to last year due to end of guarantee period for all CLEANBU vessels.
| AVERAGE MARKET RATES5 | Q1 2023 | Q4 2022 | Q1 2022 | 2023 YTD | 2022 |
|---|---|---|---|---|---|
| Dry Bulk rates - P5TC (\$/day) | 11 000 | 16 600 | 22 200 | 11 000 | 21 500 |
| Average MR Clean tanker rates - TC7 (\$/day) | 37 900 | 38 700 | 8 800 | 37 900 | 28 100 |
| Average LR1 tanker rates - TC5 (\$/day) | 51 400 | 45 000 | 10 500 | 51 400 | 32 000 |
| Fuel price - VLSFO (\$/mt) | 630 | 690 | 670 | 630 | 750 |
In the dry bulk market, the average earnings of Panamax vessels increased from \$11,000/day in Q1 to \$13,900/day in Q2 2023 (one month lagged average earnings). Within the quarter, average earnings peaked at around \$16,700/day in early April before declining to around \$10,000/day in June and to around \$9,000/day in July.
According to Klaveness Research the peak in average earnings in early April followed a major buildup in loadports driven by simultaneous strong tonnage demand in key dry bulk exporting regions of Brazil, Australia and Southeast Asia which started end of January and peaked in the middle of March.
However, during spring exports out of East Coast South America and Indonesian coal exports slowed down and congestion in discharge ports was insignificant causing a tonnage supply glut, particularly in the Pacific basin. The weak tonnage balance put earnings under severe pressure towards the end of the quarter. The weak earnings environment has persisted into the third quarter.
The nominal fleet growth for the dry bulk fleet remained low at ~2.8%, however lower congestion led to increasing effective fleet growth which peaked at ~9% in late May. Effective fleet growth is now in a decreasing trajectory and is as of mid-August at 4.6% on a year-over-year basis. Moving forward effective fleet growth is expected to be more in line with the nominal fleet growth , which is forecasted to be at historical low levels of 2.4% in 2024 and 1.6% in 2025.
1 % of days in combination trades = see definition on page 3.
2 Utilisation = Operating days less waiting time less off-hire days)/operating days.
3 Ballast in % of on-hire days = Number of days in ballast /number of on-hire days. Ballast days when the vessel is off-hire are not included. 4 Clarksons, MR (CABU) and LR1 (CLEANBU) tanker multiple calculated based on assumption of one-month advance cargo fixing/«lag»
5 Source: Shipping Intelligence Network and Clarksons Securities; Average LR1 tankers earnings are MEG-Cont and MED-Japan triangulation; All series lagged by one month to reflect advance cargo fixing.
Klaveness Research expects demand growth to exceed this historical low supply and thus expects dry bulk average earnings to trend higher.
The product tanker market fell back in the second quarter of 2023 compared to the very high levels experienced in Q1 2023. The LR1 average earnings fell considerably, from \$51,400/day (one month lagged averages) in Q1 2032 to \$40,200/day in Q2 2023, while the MR average earnings decreased from \$37,900/day to \$30,500/day. Although average earnings fell sharply, the earnings are still strong in a seasonal and historical perspective. Weaker refinery margins and lower than expected refinery runs due to a prolonged maintenance season have contributed to the market development from Q1 to Q2.
According to EIA, global oil consumption is expected to grow by around 1.2 million barrels per day in the second half of 2023 compared to the first half1 . Clarksons Research expects product tanker tonne mile demand to grow by 12% in 2023 and 6% in 2024 outpacing supply growth which is expected to grow by 2% in 2023 and 1% in 20242 .
Global caustic soda prices remain on a downtrend with prices falling by 40-50% since early 2023. While demand for caustic soda continued to show weakness, the operating rates in the chlor-alkali industry remained high during the summer driven by seasonal upturn in chlorine demand in some regions.
Australian alumina producers maintain high and stable operating rates and caustic soda imports. US exports to Australia continue at low pace while Korean and Japanese exports to Australia look set to increase over the coming months.
Brent crude oil prices ended at around USD 75 per barrel, down 6% Q-o-Q. Average fuel oil price (VLSFO) ended at USD 590/mt (one month lagged), a decrease of 6% Q-o-Q.
| HEALTH AND SAFETY KPIs | Q2 2023 | Q1 2023 | Q2 2022 | 1H 2023 | 1H 2022 | TARGET |
|---|---|---|---|---|---|---|
| Lost Time Injury Frequency (LTIF)3 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | <0.5 |
| High-risk potential accidents | 0 | 0 | 1 | 0 | 2 | 0 |
| # of spills to the environment | 0 | 0 | 0 | 0 | 0 | 0 |
Safety performance has the highest priority and to the Board of Director's satisfaction the Lost Time Injury Frequency (LTIF) for the KCC fleet in Q2 and 1H 2023 were zero and KCC had no high-risk potential accidents so far this year. The latter KPI is tracked with the purpose of learning from near accidents to prevent serious accidents to take place.
| ENVIRONMENTAL KPIs | Q2 2023 | Q1 2023 | BENCH MARK Q2 |
LAST 12 MONTHS |
2022 TARGET 2026 | |
|---|---|---|---|---|---|---|
| CO2 emission per ton transported cargo per nautical mile (EEOI)(grams CO2/(tons cargo x nautical miles))4,5 |
6.3 | 7.1 | 9.0 | 6.7 | 6.9 | 5.3 |
| Average CO2 emission per vessel year (metric tons CO2 /vessel year)6 |
18,700 | 18,300 | n.a. | 18,400 | 17,900 | 16,900 |
| % of days in combination trades7 | 86 % | 81 % | n.a. | 86 % | 83 % | 86 % |
| Ballast days in % of total on-hire days5,7 | 17 % | 14 % | 32 % | 14 % | 12 % | 10 % |
The carbon intensity (EEOI) of the KCC fleet decreased by 11.3% in Q2 2023 compared to Q1 2023, ending at 6.3 grams CO2 per ton-mile driven by considerably improved EEOI for the CLEANBU fleet, while the average CO2 emissions per vessel year increased by 2% in the same period, ending at 18 600 mt CO2.
The main reason for the improvement in EEOI for the CLEANBU fleet was increased transport work, including both carrying more cargo per voyage as well as longer distances sailed in laden condition which is also reflected in the 5%-points increase in combination trade from Q1 to Q2 2023. However, the more transport work performed by the vessels has as well impacted average CO2 emissions per vessel-year negatively due to more fuel consumed. The EEOI for the CLEANBU vessels is negatively impacted by MV Bass which is on a 2-year time charter operating as a pure product tanker. The vessel has a 33% higher EEOI than the rest of the CLEANBU fleet, serving as a clear example of the environmental benefits of operating vessels in combination trade.
The EEOI and Average CO2 emissions per vessel year for the CABU fleet remained largely unchanged as a 4% improvement in the CABU fleet's technical performance, most likely a result of recent installations of energy saving devices and increased focus on hull condition, was offset by somewhat weaker operational performance including higher ballasting.
1 EIA Short-term energy outlook August 2023
2 Source: Clarksons Research August 2023 3 LTIF per 1 million working hour. Lost Time Injuries (LTIs) are the sum of fatalities, permanent total disabilities, permanent partial disabilities and lost workday cases (injuries leading to loss of productive work time). In line with OCIMF (Oil Companies International Marine Forum).
4 EEOI (Energy Efficiency Operational Index) is defined by IMO and represents grams CO2 emitted per transported ton cargo per nautical mile for a period of time (both fuel consumption at sea and in port included). 5 Benchmark: The EEOI and % ballast for "Benchmark standard vessels" are calculated based on standard vessels (Panamax/Kamsarmax dry bulk vessels, MR-tankers and LR1-tankers) making the same transportation work in the same
trades as performed by KCC's CABU and CLEANBU vessels. 6 Average CO2 emissions per vessel = total CO2 emissions in metric tons/vessel years. Vessel years = days available – off-hire days at yard. When new vessels are delivered to the fleet, the vessel years are calculated from the date the vessel is delivered.
7 Ballast in % of on-hire days = Number of days in ballast /number of on-hire days. Ballast days when the vessel is off-hire are not included.
The outlook for the product tanker market is very positive. Solid oil products demand, notably in Asia, and persisting trade flow changes following the displacement of Russian exports drive tonne-mile demand. While product tanker ordering has increased this year, projected supply growth the next 2-3 years is limited. After a relatively weak summer market, there are high expectations for a seasonally strong fourth quarter for product tankers.
A weaker than expected Chinese economic development hit the dry bulk market this summer and has lowered expectations for the dry bulk earnings for second half of 2023. The market fundamentals in the dry bulk market, however, remains healthy with a historically low orderbook-to-fleet ratio. Seasonal factors are likely to support a moderate dry bulk market recovery during the balance of 2023.
The CABU business will over the coming quarters continue to benefit from strong fixed-rate contract earnings under the caustic soda shipment contracts to Australia. After concluding an additional caustic soda freight contract for the second half of 2023, the full tanker capacity for the CABU fleet is fixed for the balance of 2023. Based on 81% of the CABU days fixed and forward pricing1 for open days, CABU TCE earnings guiding for Q3 2023 is set to remain strong in line with Q2 2023 at [\$33,500-34,500/day]. Two CABU vessel will have scheduled off-hire days in Q3 2023.
Except for one CLEANBU vessel fixed on a 2-year time charter to a leading global energy company in February, the whole CLEANBU fleet is now employed in combination trades to/from Australia, North and South America. Share of the CLEANBU capacity in the tanker market is expected to increase somewhat from 57% in Q2 2023 to close to 70% in Q3 2023 having positive earnings effects. However, impacted by the weak dry bulk market and somewhat less optimal trading during this summer, CLEANBU earnings in Q3 2023 are expected to decrease slightly compared to Q2 2023. Based on current fixed days equal to 82% and forward pricing1 TCE earnings for the CLEANBU fleet in Q3 2023 are expected to end at [\$26,000 -28,000/day]. Two CLEANBU vessels are planned for periodic dry-dock during the balance of 2023.
Oslo, 23 August 2023
The Board of Directors of
Klaveness Combination Carriers ASA
Ernst Meyer
Chair of the Board
Winifred Patricia Johansen
Board member
Gøran Andreassen
Board member
Brita Eilertsen Board member Magne Øvreås
Board member
Engebret Dahm
CEO
The Board and CEO have reviewed and approved the condensed financial statements for the period 1 January to 30 June 2023. To the best of our knowledge, we confirm that:
Oslo, 23 August 2023
The Board of Directors of
Ernst Meyer
Chair of the Board
Gøran Andreassen
Board member
Winifred Patricia Johansen
Board member
Brita Eilertsen Board member
Magne Øvreås Board member
Engebret Dahm CEO
| Unaudited | Unaudited | Audited | ||||
|---|---|---|---|---|---|---|
| USD '000 | Notes | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 |
| Freight revenue | 3 | 57 640 | 48 464 | 132 792 | 79 977 | 205 769 |
| Charter hire revenue | 3 | 6 459 | 16 014 | 12 415 | 30 965 | 54 509 |
| Other revenue | 3 | - | 340 | 6 | 340 | 396 |
| Total revenue, vessels | 64 099 | 64 818 | 145 213 | 111 282 | 260 674 | |
| Voyage expenses | (19 570) | (23 506) | (45 313) | (39 832) | (96 054) | |
| Net revenues from operation of vessels | 44 529 | 41 312 | 99 899 | 71 449 | 164 620 | |
| Operating expenses, vessels | (12 615) | (12 539) | (23 975) | (23 038) | (48 575) | |
| Group commercial and administrative services | 9 | (1 150) | (898) | (2 306) | (1 808) | (4 203) |
| Salaries and social expense | (757) | (910) | (1 892) | (1 589) | (3 458) | |
| Tonnage tax | (40) | (34) | (81) | (91) | (188) | |
| Other operating and administrative expenses | (460) | (357) | (1 147) | (556) | (1 242) | |
| Operating profit before depreciation (EBITDA) | 29 505 | 26 573 | 70 500 | 44 366 | 106 955 | |
| Depreciation | 4 | (7 956) | (7 157) | (16 458) | (14 231) | (31 344) |
| Operating profit after depreciation (EBIT) | 21 550 | 19 417 | 54 041 | 30 135 | 75 611 | |
| Finance income | 6 | 2 030 | 1 281 | 3 800 | 1 465 | 3 516 |
| Finance costs | 6 | (7 133) | (4 501) | (13 145) | (8 063) | (18 257) |
| Profit before tax (EBT) | 16 447 | 16 196 | 44 696 | 23 537 | 60 869 | |
| Income tax expenses | - | - | - | - | - | |
| Profit after tax | 16 447 | 16 196 | 44 696 | 23 537 | 60 869 | |
| Attributable to: | ||||||
| Equity holders of the Parent Company | 16 447 | 16 196 | 44 696 | 23 537 | 60 869 | |
| Total | 16 447 | 16 196 | 44 696 | 23 537 | 60 869 | |
| Earnings per Share (EPS): | ||||||
| Basic earnings per share | 0.30 | 0.31 | 0.83 | 0.45 | 1.16 | |
| Diluted earnings per share | 0.30 | 0.31 | 0.83 | 0.45 | 1.16 |
| Unaudited | Unaudited | Audited | |||
|---|---|---|---|---|---|
| USD '000 | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 |
| Profit/ (loss) of the period | 16 447 | 16 196 | 44 696 | 23 537 | 60 869 |
| Other comprehensive income to be reclassified to profit or loss | |||||
| Net movement fair value on cross-currency interest rate swaps (CCIRS) | (1 552) | (10 127) | (6 744) | (5 682) | (3 707) |
| Reclassification to profit and loss (CCIRS) | 2 237 | 10 186 | 5 916 | 8 380 | 8 559 |
| Net movement fair value on interest rate swaps | 1 377 | 2 657 | (224) | 8 228 | 11 663 |
| Net movement fair value bunker hedge | 121 | 123 | 20 | 403 | (231) |
| Net movement fair value FFA futures | 12 | 4 069 | 133 | 5 390 | 8 240 |
| Net change on cost of hedging FFA option | - | 385 | - | 254 | - |
| Net change on intial value of FFA option | - | 15 | - | 15 | 123 |
| Net other comprehensive income to be reclassified to profit or loss | 2 195 | 7 308 | (900) | 16 988 | 24 647 |
| Total comprehensive income/(loss) for the period, net of tax | 18 643 | 23 504 | 43 796 | 40 524 | 85 515 |
| Attributable to: | |||||
| Equity holders of the Parent Company | 18 643 | 23 504 | 43 796 | 40 524 | 85 515 |
| Total | 18 643 | 23 504 | 43 796 | 40 524 | 85 515 |
| TOTAL ASSETS | 640 598 | 642 906 | ||
|---|---|---|---|---|
| Total current assets | 130 089 | 119 002 | ||
| Cash and cash equivalents | 5 | 83 781 | 64 918 | |
| Short-term receivables from related parties | 521 | 202 | ||
| Trade receivables and other current assets | 29 535 | 30 061 | ||
| Inventories | 12 599 | 18 898 | ||
| Short-term financial assets | 5 | 3 653 | 4 923 | |
| Current assets | ||||
| Total non-current assets | 510 509 | 523 905 | ||
| Long-term receivables | 105 | 70 | ||
| Long-term financial assets | 5 | 3 380 | 7 762 | |
| Vessels | 4 | 507 023 | 516 072 | |
| Non-current assets | ||||
| USD '000 | Notes | 30 Jun 2023 | 31 Dec 2022 | |
| ASSETS | Unaudited | Audited |
| EQUITY AND LIABILITIES | Unaudited | Audited | |
|---|---|---|---|
| USD '000 | 30 Jun 2023 | 31 Dec 2022 | |
| Equity | |||
| Share capital | 6 956 | 6 235 | |
| Share premium | 202 372 | 153 732 | |
| Other reserves | 15 640 | 16 491 | |
| Retained earnings | 7 | 129 122 | 121 087 |
| Total equity | 354 089 | 297 545 | |
| Non-current liabilities | |||
| Mortgage debt | 5 | 167 129 | 156 534 |
| Long-term financial liabilities | 5 | 7 938 | 2 466 |
| Long-term bond loan | 5 | 64 224 | 69 975 |
| Total non-current liabilities | 239 291 | 228 975 | |
| Current liabilities | |||
| Short-term mortgage debt | 5 | 25 199 | 92 769 |
| Other interest bearing liabilities | 5 | 924 | 233 |
| Short-term financial liabilities | 5 | 223 | 249 |
| Trade and other payables | 20 477 | 22 250 | |
| Short-term debt to related parties | 314 | 693 | |
| Tax liabilities | 80 | 193 | |
| Total current liabilities | 47 218 | 116 387 | |
| TOTAL EQUITY AND LIABILITIES | 640 598 | 642 906 |
Oslo, 23 August 2023
Ernst Meyer
Chair of the Board
Gøran Andreassen Board member
Magne Øvreås
Board member
Winifred Patricia Johansen
Board member
Brita Eilertsen Board member Engebret Dahm
CEO
| Unaudited | |||||||
|---|---|---|---|---|---|---|---|
| USD '000 | Share capital |
Other paid in capital |
Treasury Shares |
Hedging reserve |
Cost of hedging reserve |
Retained earnings |
Total |
| Equity 1 January 2023 | 6 235 | 153 732 | (147) | 17 352 | (714) | 121 087 | 297 545 |
| Profit (loss) for the period | - | - | - | - | - | 44 696 | 44 696 |
| Other comprehensive income for the period | - | - | - | (900) | - | - | (900) |
| Private placement May 2023 | 721 | 48 619 | - | - | - | - | 49 340 |
| Share purchase (note 8) | - | 21 | 50 | - | - | - | 7 1 |
| Dividends | - | - | - | - | - | (36 660) | (36 660) |
| Equity at 30 June 2023 | 6 956 | 202 372 | (97) | 16 451 | (714) | 129 122 | 354 089 |
| USD '000 | Share capital |
Other paid in capital |
Treasury Shares |
Hedging reserve |
Cost of hedging reserve |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|
| Equity 1 January 2022 | 6 235 | 153 732 | (147) | (7 294) | (714) | 102 605 | 254 417 |
| Profit (loss) for the period | - | - | - | - | - | 23 537 | 23 537 |
| Other comprehensive income for the period | - | - | - | 16 733 | 254 | - | 16 988 |
| Share option program | - | - | - | - | - | 19 | 1 9 |
| Dividends | - | - | - | - | - | (14 664) | (14 664) |
| Equity at 30 June 2022 | 6 235 | 153 732 | (147) | 9 439 | (459) | 111 496 | 280 297 |
| USD '000 | Share capital |
Other paid in capital |
Treasury Shares |
Hedging reserve |
Cost of hedging reserve |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|
| Equity 1 January 2022 | 6 235 | 153 732 | (147) | (7 294) | (714) | 102 605 | 254 417 |
| Profit (loss) for the period | - | - | - | - | - | 60 869 | 60 869 |
| Other comprehensive income for the period | - | - | - | 24 647 | - | - | 24 647 |
| Share option program | - | - | - | - | - | 35 | 3 5 |
| Dividends | - | - | - | - | - | (42 421) | (42 421) |
| Equity at 31 December 2022 | 6 235 | 153 732 | (147) | 17 352 | (714) | 121 087 | 297 545 |
| Unaudited | Unaudited | Audited | ||||
|---|---|---|---|---|---|---|
| USD '000 | Notes | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 |
| Profit before tax | 16 447 | 16 196 | 44 696 | 23 537 | 60 869 | |
| Tonnage tax expensed | 40 | 34 | 81 | 91 | 188 | |
| Depreciation | 4 | 7 956 | 7 157 | 16 458 | 14 231 | 31 344 |
| Amortization of upfront fees bank loans | 783 | 387 | 1 167 | 622 | 1 352 | |
| Gain related to modification of debt | 6 | - | (1 175) | - | (1 175) | (1 175) |
| Financial derivatives loss / gain (-) | 6 | 58 | (8) | 118 | (122) | (232) |
| Gain /loss on foreign exchange | 207 | 423 | 132 | 326 | 207 | |
| Interest income | 6 | (2 030) | (98) | (3 799) | (1 343) | (3 284) |
| Interest expenses | 6 | 6 085 | 3 691 | 11 727 | 7 115 | 16 698 |
| Change in current assets | 8 262 | (6 398) | 6 506 | (5 391) | (16 504) | |
| Change in current liabilities | (2 502) | 10 543 | (251) | 9 409 | 4 488 | |
| Collateral paid/received on cleared derivatives | 5 | 651 | 2 828 | 757 | 6 050 | 8 901 |
| Interest received | 6 | 2 030 | 98 | 3 799 | 1 343 | 3 030 |
| A: Net cash flow from operating activities | 37 988 | 33 678 | 81 393 | 54 693 | 105 883 | |
| Acquisition of tangible assets | 4 | (4 249) | (4 535) | (7 411) | (5 721) | (10 238) |
| B: Net cash flow from investment activities | (4 249) | (4 535) | (7 411) | (5 721) | (10 238) | |
| Paid in registered capital increase | 7 | 49 828 | - | 49 828 | - | - |
| Transaction costs on capital increase | (1 093) | - | (1 093) | - | - | |
| Paid in long term incentive plan | 8 | 27 | - | 27 | - | - |
| Loan to employees | 8 | (27) | - | (27) | - | - |
| Transaction costs on issuance of loans | 5 | (1 589) | (193) | (1 589) | (193) | (193) |
| Repayment of mortgage debt | 5 | (145 894) | (5 984) | (151 433) | (11 968) | (24 049) |
| Drawdown of mortgage debt | 5 | 95 000 | - | 95 000 | - | - |
| Interest paid | 6 | (8 099) | (3 594) | (13 864) | (6 994) | (15 378) |
| Repayment of lease liabilities | - | (144) | - | (286) | (382) | |
| Interest paid leasing | - | (19) | - | (37) | (66) | |
| Termination of interest rate derivatives | 5 | 4 001 | - | 4 001 | - | - |
| Dividends | (20 949) | (9 427) | (36 660) | (14 664) | (42 421) | |
| C: Net cash flow from financing activities | (28 794) | (19 361) | (55 810) | (34 142) | (82 489) | |
| Net change in liquidity in the period | 4 945 | 9 782 | 18 172 | 14 830 | 13 156 | |
| Cash and cash equivalents at beginning of period | 77 912 | 56 577 | 64 685 | 51 529 | 51 529 | |
| Cash and cash equivalents at end of period | 82 857 | 66 359 | 82 857 | 66 359 | 64 685 | |
| Net change in cash and cash equivalents in the period | 4 945 | 9 782 | 18 172 | 14 830 | 13 156 | |
| Cash and cash equivalents | 64 918 | |||||
| Other interest bearing liabilities (overdraft facility) | 83 781 | 67 189 | 83 781 | 67 189 | 233 | |
| Cash and cash equivalents (as presented in cash flow statement) | 924 82 857 |
830 66 359 |
924 82 857 |
830 66 359 |
64 685 | |
| 01 | Accounting policies |
|---|---|
| 02 | Segment reporting |
| 03 | Revenue from contracts with customers |
| 04 | Vessels |
| 05 | Financial assets and financial liabilities |
| 06 | Financial items |
| 07 | Share capital, shareholders, dividends and reserves |
| 08 | Salaries |
| 09 | Transactions with related parties |
| 10 | Events after the balance sheet date |
Klaveness Combination Carriers ASA ("Parent Company"/"The Company"/"KCC") is a public limited liability company domiciled andincorporated in Norway. The share is listed on Oslo Stock Exchange with ticker KCC. The consolidated interim accounts include the Parent Company and its subsidiaries (referred to collectively as "the Group").
The objectives of the Group are to provide transportation for dry bulk, chemical and product tanker clients, as well as to develop new investment and acquisition opportunities that fit the Group's existing business platform. The Group has eight CABU vessels (see note 4), vessels with capacity to transport caustic soda solution (CSS), floating fertilizer (UAN) and molasses as well as all dry bulk commodities, and three vessels under construction. Further, the Group has eight CLEANBU vessels. The CLEANBUs are both full-fledged LR1 product tankers and Kamsarmax dry bulk vessels.
The interim condensed financial statements of the Group have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed financial statements of the Group should be read in conjunction with the audited consolidated financial statements for the year ended 31 December 2022, which have been prepared in accordance with IFRS, as adopted by the European Union.
The Group has subsidiaries in various tax jurisdictions, including ordinary and tonnage tax regimes in Norway and ordinary taxation in Singapore. Income from international shipping operations is tax exempt under the Norwegian tax regime, while financing costs are partly deductible. As such, the Group does not incur material tax expenses.
Klaveness Combination Carriers ASA has during 1H 2023 purchased a 100 % owned company, KCC Bass AS, included as a subsidiary in the Group. Purchase price of NOK 80k represented cash in the company with no other business activities at the purchase date.
In March 2023, the CLEANBU vessel, MV Bass was sold from KCC Shipowning AS ("KCCS") to KCC Bass AS (both companies 100 % owned by Klaveness Combination Carriers ASA). The sale was made on arm's length terms based on observable and comparable prices for standard vessels adjusted for CLEANBU features and based on a discounted cash flow model. KCC Bass AS and KCCS are co-borrowers in the bank debt facility and one of the bank loan tranches was transferred to KCC Bass AS. KCCS also distributed dividends used to capitalize KCC Bass AS. The internal sale transaction and internal restructuring of loans have no effect on consolidated figures.
In April 2023, a new Long Term Incentive Program (LTIP) was approved. The new program consists of two elements: 1) a share purchase program where employees are offered to purchase shares at a discount, and 2) a share option program with a strike price equal to the market price at the time of grant. The equity-settled share-based payments (share purchase program) are treated as an increase in equity at fair value. The purchase price is recognized as a capital increase immediately, and the discount is periodized as wage/equity increase over the vesting period. Employee share options are calculated at fair value at the time they are granted and charged to expense over the vesting period as payroll cost with a corresponding increase in equity. The market value of the employee share options is estimated based on the Black-Scholes-Merton model.
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the annual consolidated financial statements of the year ended 31 December 2022 except for the adoption of any new accounting standards or amendments with effective date after 1 January 2023. There was no material impact of new accounting standards or amendments adopted in the period.
| Operating income and operating expenses per | Q2 2023 | Q2 2022 | ||||
|---|---|---|---|---|---|---|
| segment USD '000 |
CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Operating revenue, vessels | 37 465 | 26 633 | 64 099 | 36 578 | 27 899 | 64 478 |
| Voyage expenses | (13 779) | (5 791) | (19 569) | (15 072) | (8 434) | (23 506) |
| Other revenue | - | - | - | - | 340 | 340 |
| Net operating revenues from operations of vessels | 23 687 | 20 843 | 44 529 | 21 506 | 19 806 | 41 312 |
| Operating expenses, vessels | (5 198) | (7 418) | (12 615) | (5 968) | (6 572) | (12 539) |
| Group administrative services | (474) | (676) | (1 150) | (427) | (470) | (898) |
| Salaries and social expense | (312) | (445) | (757) | (433) | (477) | (910) |
| Tonnage tax | (23) | (17) | (40) | (29) | (5) | (34) |
| Other operating and adm expenses | (190) | (271) | (460) | (170) | (187) | (357) |
| Operating profit before depreciation (EBITDA) | 17 491 | 12 015 | 29 505 | 14 479 | 12 094 | 26 573 |
| Depreciation | (3 261) | (4 694) | (7 956) | (2 968) | (4 188) | (7 157) |
| Operating profit after depreciation (EBIT) | 14 229 | 7 321 | 21 550 | 11 511 | 7 906 | 19 417 |
| Reconciliation of average revenue per on-hire day (TCE earnings \$/day) |
Q2 2023 | Q2 2022 | ||||
|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Net revenues from operations of vessels | 23 687 | 20 843 | 44 529 | 21 506 | 19 806 | 41 312 |
| Other revenue (note 3) | - | - | - | - | (340) | (340) |
| Net revenue ex adjustment | 23 687 | 20 843 | 44 529 | 21 506 | 19 466 | 40 972 |
| On-hire days Average TCE earnings (\$/day) |
687 34 502 |
707 29 482 |
1 394 31 955 |
696 30 876 |
659 29 558 |
1 355 30 235 |
| Reconciliation of opex \$/day | Q2 2023 | Q2 2022 | ||||
|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Operating expenses, vessels | 5 198 | 7 418 | 12 615 | 5 968 | 6 572 | 12 539 |
| Leasing cost (presented as depreciation) | - | - | - | 72 | 72 | 144 |
| Operating expenses, vessels adjusted | 5 198 | 7 418 | 12 615 | 6 040 | 6 644 | 12 684 |
| Operating days | 728 | 728 | 1 456 | 728 | 728 | 1 456 |
| Opex \$/day | 7 140 | 10 189 | 8 664 | 8 297 | 9 126 | 8 711 |
| Operating income and operating expenses per segment |
H1 2023 | H1 2022 | ||||
|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Operating revenue, vessels | 73 740 | 71 496 | 145 236 | 61 480 | 49 462 | 110 942 |
| Voyage expenses | (27 608) | (17 729) | (45 337) | (23 434) | (16 398) | (39 832) |
| Other revenue | - | - | - | - | 340 | 340 |
| Net operating revenues from operations of vessels | 46 132 | 53 767 | 99 899 | 38 045 | 33 404 | 71 449 |
| Operating expenses, vessels | (10 330) | (13 645) | (23 975) | (10 964) | (12 074) | (23 038) |
| Group administrative services | (993) | (1 312) | (2 306) | (860) | (948) | (1 808) |
| Salaries and social expense | (815) | (1 077) | (1 892) | (756) | (833) | (1 589) |
| Tonnage tax | (47) | (34) | (81) | (57) | (35) | (91) |
| Other operating and adm expenses | (494) | (653) | (1 147) | (265) | (291) | (556) |
| Operating profit before depreciation (EBITDA) | 33 452 | 37 047 | 70 500 | 25 143 | 19 223 | 44 366 |
| Depreciation | (6 581) | (9 877) | (16 458) | (5 855) | (8 376) | (14 232) |
| Operating profit after depreciation (EBIT) | 26 871 | 27 170 | 54 041 | 19 287 | 10 847 | 30 135 |
| Reconciliation of average revenue per on-hire day (TCE earnings \$/day) |
H1 2023 | H1 2022 | |||||
|---|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total | |
| Net revenues from operations of vessels | 46 132 | 53 767 | 99 899 | 38 045 | 33 404 | 71 449 | |
| Other revenue (note 3) | - | - | - | - | (340) | (340) | |
| Net revenue ex adjustment | 46 132 | 53 767 | 99 899 | 38 045 | 33 064 | 71 109 | |
| On-hire days | 1 400 | 1 424 | 2 824 | 1 377 | 1 375 | 2 752 | |
| Average TCE earnings (\$/day) | 32 962 | 37 763 | 35 383 | 27 619 | 24 053 | 25 838 |
| Reconciliation of opex \$/day | H1 2023 | H1 2022 | ||||
|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Operating expenses, vessels | 10 330 | 13 645 | 23 975 | 10 963 | 12 076 | 23 038 |
| Leasing cost (presented as depreciation) | - | - | - | 143 | 143 | 287 |
| Operating expenses, vessels adjusted | 10 330 | 13 645 | 23 975 | 11 106 | 12 219 | 23 325 |
| Operating days | 1 448 | 1 448 | 2 896 | 1 448 | 1 448 | 2 896 |
| Opex \$/day | 7 134 | 9 423 | 8 279 | 7 670 | 8 439 | 8 054 |
| Operating income and operating expenses per segment |
2022 | ||
|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total |
| Operating revenue, vessels | 127 455 | 132 823 | 260 278 |
| Other revenue | - | 396 | 396 |
| Voyage expenses | (55 018) | (41 036) | (96 054) |
| Net revenues | 72 436 | 92 183 | 164 620 |
| Operating expenses, vessels | (22 917) | (25 657) | (48 575) |
| Group administrative services | (1 983) | (2 220) | (4 203) |
| Salaries and social expense | (1 631) | (1 826) | (3 458) |
| Tonnage tax | (105) | (83) | (188) |
| Other operating and adm expenses | (586) | (656) | (1 242) |
| Operating profit before depreciation (EBITDA) | 45 214 | 61 740 | 106 954 |
| Depreciation | (12 465) | (18 880) | (31 344) |
| Operating profit after depreciation (EBIT) | 32 749 | 42 860 | 75 610 |
| Reconciliation of average revenue per on-hire day (TCE earnings \$/day) | 2022 | ||
|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total |
| Net revenues from operations of vessels | 72 436 | 92 183 | 164 620 |
| Other revenue | - | (396) | (396) |
| Net revenue ex adjustment | 72 436 | 91 787 | 164 225 |
| On-hire days | 2 703 | 2 814 | 5 518 |
| 2022 | ||
|---|---|---|
| CABU | CLEANBU | Total |
| 22 916 | 25 659 | 48 575 |
| - | - | - |
| 22 915 | 25 658 | 48 575 |
| 2 920 | 2 920 | 5 840 |
| 7 848 | 8 787 | 8 318 |
| Revenue types | ||||||
|---|---|---|---|---|---|---|
| USD '000 | Classification | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 |
| Revenue from COA contracts | Freight revenue | 54 277 | 23 840 | 92 177 | 38 914 | 92 852 |
| Revenue from spot voyages | Freight revenue | 3 363 | 24 624 | 40 622 | 41 063 | 112 917 |
| Revenue from TC contracts | Charter hire revenue | 6 459 | 16 014 | 12 415 | 30 965 | 54 509 |
| Other revenue | Other revenue | - | 340 | - | 340 | 396 |
| Total revenue, vessels | 64 099 | 64 818 | 145 213 | 111 282 | 260 674 |
| Vessels | |||||
|---|---|---|---|---|---|
| USD '000 | 30 Jun 2023 | 31 Dec 2022 | |||
| Cost price 1.1 | 742 721 | 734 955 | |||
| Dry Docking | 3 181 | 5 620 | |||
| Technical upgrade | 4 230 | 4 617 | |||
| Disposal of vessel and drydock | - | (2 472) | |||
| Costprice end of period | 750 132 | 742 721 | |||
| Acc. Depreciation 1.1 | 226 650 | 198 092 | |||
| Disposal of vessel and dry dock | - | (2 472) | |||
| Depreciation vessels | 16 458 | 31 029 | |||
| Acc. Depreciation end of period | 243 109 | 226 650 | |||
| Carrying amounts end of period* | 507 023 | 516 072 | |||
| *) carrying value of vessels includes dry-docking | |||||
| No. of vessels | 16 | 16 | |||
| Useful life (vessels) | 25 | 25 | |||
| Useful life (dry docking) | 2 -3 | 2 -3 | |||
| Depreciation schedule | Straight-line | Straight-line | |||
| Reconciliation of depreciations | |||||
| USD '000 | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 |
| Depreciation vessels | 7 956 | 7 012 | 16 458 | 13 945 | 31 029 |
| Depreciation right of use assets | - | 144 | - | 286 | 315 |
| Depreciations for the period | 7 956 | 7 157 | 16 458 | 14 231 | 31 344 |
Two vessels have completed dry-dock so far in 2023, and four vessels are planned for dry-dock in 2nd half of 2023. Technical upgrade of USD 4.2 million for the half year is related to general improvement of the technical performance of the vessels and energy efficiency initiatives. KCC has secured in total approximately USD 1.4 million in grants from ENOVA1 to finance investments in energy saving solutions for one CABU vessel and one CLEANBU vessel. As of Q2 2023 an accumulated total of USD 0.9 million has been recognized.
Identification of impairment indicators is based on an assessment of development in market rates (dry bulk, MR tanker, LR1 tanker and fuel), TCE earnings for the fleet, vessel opex, operating profit, technological development, change in regulations, interest rates and discount rate. The rise in the interest rates increases the discount rate used in calculation of recoverable amount. As previous sensitivity analysis of recoverable amount shows that the decrease in recoverable amount is unlikely to result in a material impairment loss, as per IAS 36.16, this has not been considered an impairment indicator. Expected future TCE earnings for both fleets of CABUs and CLEANBUs, diversified market exposure, development in secondhand prices and the combination carriers' trading flexibility support the conclusion of no impairment indicators identified as per 30 June 2023.
On 23 June 2023, KCC's 100% owned subsidiary KCC Shipowning AS signed a shipbuilding contract for the construction of three third generation CABU vessels with Jiangsu New Yangzi Shipbuilding CO. Ltd. The contract price is USD 56.5 million per vessel and estimated delivery cost is approximately USD 60.5 million per vessel. The expected delivery is Q1-Q3 2026. No installments have been paid as of 30 June 2023. First installment was paid in July 2023.
In Q2 2023, KCC Shipowning AS, a subsidiary of the Group signed an agreement to refinance the USD105 million term loan facility and the USD90.675 million term loan and revolving credit facility (together the "Existing Facilities") into a new USD190 million sustainability linked term loan and revolving credit facility (the "New Facility"). The New Facility will bear interest of Term SOFR + 2.1%. The margin will be adjusted based on the Group's sustainability performance in relation to the trajectory set out in the Group's Sustainability Financing Framework which is available on the Company's website. The New Facility is a 50/50 revolving credit facility/term loan facility. The tenor is approximately 5 years and is repaid on a close to 18-years average age adjusted profile.
The USD 80 million Nordea / Danske term loan facility was amended to reflect the cessation of LIBOR and will bear interest ofTerm SOFR + margin and a customary credit adjustment spread to reflect the difference between SOFR and LIBOR.
During the second quarter the Group terminated a total of USD71 million of notional in fixed/float interest rate swaps and a portfolio of interest rates options. The cash proceeds from the transactions are approximately USD 4 million which will be periodized over originalswap period (approx. 2 years). No material P&L effect for Q2 as the swaps were terminated end of June.
The remaining interest rate swaps were transferred from LIBOR to SOFR and were accounted for as a change in floating interestrate.
| USD '000 | ||||
|---|---|---|---|---|
| Mortgage debt | Description | Interest rate | Maturity | Carrying amount |
| DNB/SEB/SRB/SPV Facility | Term Loan/RCF, USD 190 million | Term SOFR + 2.1 % | June 2028 | 95 000 |
| Nordea/Credit Agricole Facility* | Term Loan/RCF, USD 60 million | Term SOFR + 2.25 % | March 2027 | 34 059 |
| Nordea/ Danske Facility*** | Term loan, USD 80 million | Term SOFR + CAS + 2.1 % | December 2026 | 66 941 |
| Capitalized loan fees | (3 672) | |||
| Mortgage debt 30 June 2023 | 192 328 | |||
* Potential margin adjustments up to +/- 10 bps once every year based on sustainability KPIs.
** Potential margin adjustments up to +/- 5 bps once every year based on sustainability KPIs.
*** CAS= Credit adjusted spread. For three months Term SOFR, the CAS is approx 0.26%
The Group has available undrawn revolving credit facility capacity of USD 113.0 million and USD 14.1 million available capacity under a 364-days overdraft facility.
As per 30 June 2023, USD 64k of the Group's total cash balance was classified as restricted cash.
The Group is subject to certain financial covenants and other undertakings in financing arrangements. As per 30 June 2023 theGroup is in compliance with all financial covenants. For further details on covenants please see the 2022 Annual Report.
| Carrying Amount | |||
|---|---|---|---|
| Face value | 30 Jun 2023 | ||
| Bond loan | NOK'000 | Maturity | USD'000 |
| KCC04 | 700 000 | 11.02.2025 | 76 390 |
| Exchange rate adjustment | (11 646) | ||
| Capitalized expenses | (400) | ||
| Bond discount | (120) | ||
| Total bond loan | 700 000 | 64 224 |
| USD '000 | Fair value | Carrying amount | ||
|---|---|---|---|---|
| Interest bearing liabilities | 30 Jun 2023 | 30 Jun 2023 | 31 Dec 2022 | |
| Mortgage debt | 170 801 | 170 801 | 159 664 | |
| Capitalized loan fees | - | (3 672) | (3 131) | |
| Bond loan | 66 530 | 64 744 | 70 660 | |
| Bond discount | - | (120) | (158) | |
| Capitalized expenses bond loan | - | (400) | (527) | |
| Total non-current interest bearing liabilties | 237 331 | 231 353 | 226 509 | |
| Mortgage debt, current | 25 199 | 25 199 | 92 769 | |
| Overdraft facility (Secured) | 924 | 924 | 233 | |
| Total interest bearing liabilities | 263 454 | 257 476 | 319 511 |
| USD '000 | ||
|---|---|---|
| Financial assets | 30 Jun 2023 | 31 Dec 2022 |
| Financial instruments at fair value through OCI | ||
| Cross-currency interest rate swap | - | 1 272 |
| Interest rate swaps | 7 033 | 11 110 |
| Financial instruments at fair value through P&L | ||
| Interest rate swaps | - | 303 |
| Financial assets | 7 033 | 12 685 |
| Current | 3 653 | 4 923 |
| Non-current | 3 380 | 7 762 |
| USD '000 | ||
| Financial liabilities | 30 Jun 2023 | 31 Dec 2022 |
| Financial instruments at fair value through OCI | ||
| Cross-currency interest rate swap | 7 938 | 2 466 |
| Fuel hedge | 223 | 249 |
| Financial liabilities | 8 161 | 2 715 |
| Current | 223 | 249 |
| Non-current | 7 938 | 2 466 |
| USD' 000 | |||||
|---|---|---|---|---|---|
| Finance income | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 |
| Other interest income | 2 030 | 98 | 3 799 | 168 | 2 109 |
| Gain related to modification of debt | - | 1 175 | - | 1 175 | 1 175 |
| Fair value changes interest rate swaps | - | 8 | - | 122 | 232 |
| Other financial income | 1 | - | 1 | - | - |
| Finance income | 2 030 | 1 281 | 3 800 | 1 465 | 3 516 |
| USD' 000 | |||||
| Finance cost | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 |
| Interest expenses mortgage debt | 4 386 | 2 534 | 8 627 | 4 788 | 11 769 |
| Interest expenses bond loan | 1 379 | 1 082 | 2 740 | 2 208 | 4 767 |
| Interest expenses lease liabilities | - | 19 | - | 37 | 66 |
| Amortization capitalized fees on loans | 783 | 387 | 1 167 | 622 | 1 352 |
| Other financial expenses | 319 | 56 | 361 | 81 | 97 |
| Fair value changes interest rate swaps | 58 | - | 118 | - | - |
| Loss on foreign exchange | 207 | 423 | 132 | 326 | 207 |
| Finance cost | 7 133 | 4 501 | 13 145 | 8 063 | 18 257 |
Amortization of capitalized fees on loans of USD 0.8 million in Q2 2023 includes derecognition of remaining loan fees of USD 0.6 million for refinanced loan facilities (note 5).
Dividends of USD 20.9 million were paid to the shareholders in May 2023 (USD 0.40 per share). A total of USD 30.7 million in dividends has been paid to shareholders during first half of 2023.
On 22 February 2023, the CEO of Klaveness Combination Carriers ASA, Engebret Dahm, exercised all his 38,580 options in the Company against cash settlement by the Company. The share options were granted in December 2019 and were fully vested in December 2022. The option settlement in cash of USD 0.2 million is recognized as payroll expenses in Q1 2023.
On 22 June 2023, the Senior Executives in the Company purchased in total 13 500 shares in KCC through the Company's LTIP program, where 10 000 were purchased by the CEO. The Company used Treasury shares to settle the transactions. In connection to this share purchase, the Senior Executives were awarded 40 500 share options in the Company of which 30 000 were awarded to the CEO. As of 30 June 2023, theCEO, Engebret Dahm holds 30,532 shares and 30 000 options in the Company.
On 30 May 2023, the Company completed a capital increase of USD 49.8 million through a private placement to partly fund threenewbuildings. The Board approved the allocation of 7 857 143 shares in the private placement at a price of NOK 70.00 per share.
| Shares | Share capital (NOK) | |
|---|---|---|
| Shares and share capital at 31 December 2022 | 52 372 000 | 52 372 000 |
| Shares issued 30 May 2023 | 7 857 143 | 7 857 143 |
| Shares and share capital at 30 June 2023 | 60 229 143 | 60 229 143 |
| 30 Jun 2023 | 31 Dec 2022 | |
|---|---|---|
| Weighted average number of ordinary shares for basic EPS (excl. treasury shares) | 54 953 332 | 52 331 922 |
| Effects of dilution from: | ||
| Share options (note 8) | 30 380 | 65 280 |
| Warrants (note 10) | 229 088 | 229 088 |
| Weighted average number of ordinary shares for the effect of dilution | 55 212 800 | 52 626 290 |
In the option program granted in December 2019, the CEO and CFO were granted 38,580 and 26,700 options respectively. As all options under the existing Long-Term Incentive Plan (LTIP) have vested, the Board proposed a new LTIP that was approved by the General Meeting in April 2023. The new LTIP comprising of two elements:
1) A share purchase program where Senior Executives are offered to purchase shares at a discount of 20 % to the market price, and with the possibility for optional loan financing of up to 50 % of the purchase price. The share purchase program includes a three-year lock-up period. If a Senior Executive resigns within the lock-up period, the Company will have an option to purchase the shares at a price equal to the lower of the purchase price (after discount) and the market value.
2) A share option program with a strike price equal to market price at the time of grant. Participation in the share option program is subject to purchase of shares under the share purchase program. The share options will vest 1/3 each year. Vested options may be excercised at any time after three years from the grant date but no later than five years after the date of grant. Options that vest in 2024 and 2025 may be exercised one year thereafter, in 2025 and 2026 respectively. The share options have no voting or other shareholder rights.
On 22 June 2023, Senior Executives of the Company purchased in total 13 500 shares in KCC as part of the Company's long term incentive program (of which the CEO, Engebret Dahm purchased 10 000 of the total shares). The shares were acquired at a price of NOK 55.60 per share. The Q2 effect of the equity settled share-based payment is an increase in equity of USD 71k.
In connection with the share purchase in June 2023, and in accordance with the terms of the LTIP, Senior Executives were awarded 40 500 share options in KCC (of which the CEO, Engebret Dahm was awarded 30 000 share options) at a strike price of NOK 69.50, adjusted for any distribution of dividends made before the relevant options are exercised.
The fair value of the share options granted on 22 June 2023 was calculated on the Black-Scholes Merton method. The significant assumptions used to estimate the fair value of the share options are set out below:
| Model inputs | |
|---|---|
| Dividend yield (%) | 0 |
| Expected volatility (%)* | 37 % |
| Risk-free interest rate (%) | 3,69 % |
| Expected life of share options (year) | 5 |
| Weighted average share price (NOK) | 66,72 |
*The expected volatility reflects the assumption that the historical shipping industry average is indicative of future trends, which may not necessarily be the actual outcome.
**We used the average five-year Norwegian Government bond risk-free yield-to-maturity rate of 3.69% as of June 2023 as an estimate for the risk-free rate to match the expected five year term of the share options.
The following table summarizes the option activity as per 30 June 2023:
| Average exercise price | 2023 | 2022 | |
|---|---|---|---|
| Opening balance 1 January | 65 280 | 65 280 | |
| Granted during the year | NOK 69.5 | 40 500 | 0 |
| Exercised during the year | - | 38 580 | 0 |
| Forfeited during the year | 0 | 0 | |
| Expired during the year | 0 | 0 | |
| Outstanding at 30 June | 67 200 | 65 280 |
The fair value of the share options granted is calculated to USD 119k, i.e USD 1.91 per share option. The cost incurred in 1H 2023 is zero and the cost to be recognized in 2H 2023 is USD 16k.
| Total net revenue from related parties | - | (291) | (115) | (356) | (423) | ||
|---|---|---|---|---|---|---|---|
| Dry bulk chartering | KC | 1.25% of transaction value3 | - | (291) | (114) | (405) | (472) |
| Pool participation2 | BAU | Standard pool agreement | - | - | - | 49 | 49 |
| Type of services/transactions | Provider1 | Price method | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 |
| USD' 000 |
Relets of dry bulk cargoes between KCCC and KC (related party in the Torvald Klaveness Group) are made at spot pricing without any compensation either way. 2) Pool hire from BAU to KCC less pool management fee. MV Bangor entered the pool in August 2021 and exited the pool agreement on 3 January 2022. 3) Fixture fee applicable for fixtures in first half 2022. From 1 July 2022 the service fee was based on time spent (cost + 7.5%) and included in "Total group commercial and administrative services".
| USD' 000 | |||||||
|---|---|---|---|---|---|---|---|
| Provider1 | Price method | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 | |
| Business adm. services | KAS | Cost + 5% | 469 | 316 | 831 | 706 | 1 641 |
| Business adm. services | KA Ltd | Cost + 5% | 48 | 38 | 94 | 73 | 160 |
| Commercial services | KSM | Cost + 7.5% | 245 | 208 | 446 | 424 | 825 |
| Subscription Cargo Value (linked to COA with external party) | CIA | Fixed fee | - | 30 | - | 60 | 60 |
| FFA trading | KAS | 0.1% of transaction value4 | - | 46 | - | 75 | - |
| Commercial services | KDB | Cost + 7.5%4 | 65 | - | 142 | - | 279 |
| Project management | KSM | Cost + 7.5% | 324 | 260 | 793 | 471 | 1 237 |
| Total group commercial and administrative services | 1 150 | 898 | 2 306 | 1 808 | 4 202 |
Some bunker purchases are done through KC (related party in the Torvald Klaveness Group) which holds the bunker contracts with suppliers in some regions. No profit margin is added to the transactions, but a service fee is charged based on time spent (cost +7.5%) reflecting the time spent by the bunkering team and charged as part of the commercial services from KDB.
4) From 1 July 2022 the service fee for dry bulk chartering and FFA/bunker derivatives trading is based on time spent (cost + 7.5%), see also comment 3.
| USD' 000 | |||||||
|---|---|---|---|---|---|---|---|
| Type of services/transactions | Provider1 | Price method | Q2 2023 | Q2 2022 | H1 2023 | H1 2022 | 2022 |
| Technical mngmnt fee (opex) | KSM | Fixed fee per vessel | 1 002 | 955 | 2 005 | 1 910 | 3 819 |
| Crewing and IT fee (opex) | KSM | Fixed fee per vessel | 363 | 396 | 724 | 781 | 1 565 |
| Fixed fee as per annual general | |||||||
| Board member fee (administrative expenses) | KAS | meeting | 20 | 21 | 40 | 45 | 85 |
| Total other services/ transactions | 1 386 | 1 372 | 2 769 | 2 736 | 5 468 |
KCCC has a bunkers derivative position of 3 600 tons (remaining Cal-23) towards KC (a related party in the Torvald Klaveness Group) at a cost of USD 12k to cover margin requirements etc. Market value of the portfolio with KC was negative USD 223k as per 30 June 2023 and presented as a financial liability in Statement of Financial Position.
The Company has decided to strengthen its presence in the Middle East and India and will from 1 August 2023 start operations from the Torvald Klaveness Dubai office by moving two KCC employees from Singapore to Dubai. The transfer has no material financial impact.
10 Events after the balance sheet date
The first yard instalment of in total USD 17.2 million for the construction of three CABU newbuilds was paid in July 2023.
Hundred Roses Corporation exercised all its 14,020 warrants in August 2023. Exercise price adjusted for paid dividends was NOK 26.06 per share. The remaining number of outstanding warrants after exercise is 215,068 with final exercise date 24 September 2023. The share capital after the exercise is NOK 60,243,163 divided into 60,243,163 shares, each with a par value of NOK 1.
On 23 August 2023, the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 0.25 per share for second quarter 2023, in total approximately USD 15.1 million.
There are no other events after the balance sheet date that have material effect on the Financial Statement as of 30 June 2023.
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