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Belships

Quarterly Report Feb 21, 2020

3553_rns_2020-02-21_4925639f-8e25-4921-b7e2-5782dbe8eaa2.pdf

Quarterly Report

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QUARTERLY REPORT – Q4 2019

21 February 2020

www.belships.com

Lilleakerveien 4A, P.O.Box 23, Lilleaker, N‐0216 Oslo, Norway Phone +47 22 52 76 00 | [email protected] Enterprise no: NO 930776793 MVA

CONTINUED SPOT PERFORMANCE AND GROWTH

HIGHLIGHTS

  • Operating income of USD 40.4 million (Q4 2018: USD 29.2m)
  • EBITDA of USD 7.4m (USD 5.9m)
  • Net result of USD 2.1m (USD 1.2m, excl. purchase bargain gain)
  • Net TCE earnings per ship of USD 11 992 per day versus BSI index of USD 10 226 net per day
  • 70% of total ship days in Q1 2020 have been booked at USD 9 625 net per day
  • Average cash breakeven per vessel about USD 9 500 per day for next 12 months
  • Ship‐for‐shares acquisition of 2017‐built 63 000 dwt Ultramax for delivery in Q2 2020
  • Bareboat agreement with purchase options for 64 000 dwt Ultramax for delivery 2H 2020
  • BELEAST delivered to its charterer in December for the agreed bareboat and subsequent sale
  • Agreement for bareboat charter and subsequent sale of PACIFIC LIGHT
  • Modern fleet with an average age of 5 years including newbuildings
  • Initiated carbon footprint fleet study

Fleet status

Time charter earnings per ship in the quarter were recorded at USD 11 992 net per day versus BSI index of USD 10 226 net per day for the same period. Net earnings per ship in the full year amounted to USD 11 201 versus BSI index of USD 9 451 net per day for the same period, representing a 19% premium to market indices. Outperformance of the BSI index is due to the optimized portfolio of period charter coverage and outsized spot earnings achieved by our subsidiary Lighthouse Navigation.

On 23 October Belships took delivery of Ultramax newbuilding BELRAY from Shin Kurushima, Japan.

On 3 December BELEAST delivered to its charterer for the agreed bareboat and subsequent sale.

Following a breakdown in September, PACIFIC LIGHT resumed operations after repairs in October. The remaining fleet sailed without significant off‐hire in the quarter.

Belships has initiated a carbon footprint fleet study and engaged an independent third party to verify results. Belships aims to continue improving fleet efficiency and report in accordance with the Poseidon Principles.

Ultramax newbuildings BELFUJI (Imabari), BELMOIRA and BELAJA (Shin Kurushima) have been delivered during Q1 2020.

Two newbuilding resales of 64 000 dwt eco‐design Ultramax bulk carriers will be delivered during the second half of 2020 and 2021. In addition, Belships will take delivery of a 2017‐built Japanese 63 000 dwt Ultramax during Q2 2020.

Vessel transactions

In October, Belships entered into an agreement with Marti Shipping & Ship Management of Turkey for a bareboat charter and subsequent sale of BELEAST. The 50 000 dwt bulk carrier was built in 2006 and was the oldest ship in Belships fleet. BELEAST was delivered in December as planned and Belships realised a gain of USD 4.4m. The Charterer has an obligation to purchase the vessel within

24 months and the net cash flow during the period will be approximately USD 3.5m after repayment of outstanding loans.

In October, Belships agreed a 7‐year bareboat charter for a 61 000 dwt Ultramax bulk carrier newbuilding from Shin Kurushima, Japan. The vessel was delivered in February 2020 and named BELAJA. The estimated cash breakeven for the Vessel upon delivery is about USD 11 000 per day including operational expenses. Belships paid a sum of USD 3m prior to delivery. The agreement comes with purchase options below current market values and can be exercised after the fourth year until the end of the charter.

In December, Belships announced it had entered into agreement for a 10‐year bareboat charter of a 64 000 dwt Ultramax bulk carrier newbuilding. The vessel will be delivered by Imabari Shipyard during second half of 2020. Estimated cash breakeven for the vessel upon delivery is about USD 10 750 per day including operational expenses. Belships will pay a sum of USD 3m upon signing contract, expected to occur during March 2020. The agreement comes with purchase options below current market values and can be exercised after the fourth year until the end of the charter.

In December, acquisition was announced for a modern secondhand Ultramax bulk carrier from Japanese Owners for a price of USD 24.5m. The 63 000 dwt vessel was built in 2017 by Imabari shipyard. Conditional subjects have been lifted and the agreements will be signed forthwith. Delivery is expected during the second quarter of 2020, after having passed its intermediate drydocking survey. The payment for the vessel will be settled by issuing new shares equivalent to 50 per cent of the purchase price at a subscription price of NOK 7.15 per share, and the remaining in cash upon delivery. The vessel is intended to utilise 60 per cent financing from the existing Accordion Tranche, equivalent to approximately 60 per cent of the purchase price. Hence, the transaction will have a positive cash effect of about USD 2.45 million.

These transactions signal the competitive advantage Belships has in sourcing ship finance. Belships' fleet continues to increase and improve with only modest cash investments. Taking into consideration 9 acquisitions and 2 divested vessels over the past 12 months the net cash effect is less than USD 3m. The Japanese Ultramax bulk carriers entering the fleet represent the highest quality and lowest fuel consumption available in the market today.

Financial and corporate matters

At the end of the quarter, cash and cash equivalents was USD 44.4m. Mortgage debt was USD 136.6m, while net lease obligation was USD 78.7m.

The fleet will be cash positive at a day rate of about USD 9 500 for the coming 12 months. The rate includes dry docking and finance cash flows.

At the end of the quarter, the book value per share amounted to NOK 6.46 (USD 0.74), while the equity ratio was 39.2 %.

In Q1 2020, Belships realized its fuel oil hedging contracts at an accumulative gain of USD 0.2m. The position was closed at average spread of USD 219 per mt. EBITDA in the quarter includes an unrealised loss on the same fuel oil hedging contracts of USD 1.3m. The Q1 2020 effect will be zero. Gains and losses have been included as part of other gains/losses.

The company has reclassified management fees of USD 2.2m to other income in the quarter. The gains relate to management fees in Belships Management Singapore on agreements which stem mainly from periods before 2019.

Market highlights

The market slowed down in the fourth quarter as the BSI58 index averaged USD 10 226 net per day, from USD 11 886 net per day in the third quarter, as supply growth increased slightly whereas shipment volumes flattened.

Year‐on‐year fleet growth trended below 3.0 per cent from the middle of 2018 to the middle of 2019, after which vessel deliveries increased and brought the growth rate to over 4.0 per cent by the end of the year. Going forward, the rate of vessel deliveries seen since the summer of roughly 1 million deadweight per month is likely to be maintained the first four or five months of 2020, after which it will drop to about half a million per month for the remainder of the year. The orderbook schedule for 2021 currently shows a marginal 0.2‐0.3 million deadweight per month for the entire year, and new ordering activity remains very low.

On the demand side, Q4 was hit by an 'import ban' of coal into China as well as a nickel ore export ban from Indonesia. China still imported 17.6 mill tons in December, however this was significantly down from the 21 mill tons they imported in October and November, again a drop from the 25 mill tons they imported from May to September. The nickel ore ban reduced monthly export volumes by 15 mill tons in Q4, which is equivalent to 250 Supramax shipments.

Apart from the decline in Nickel Ore and Coal volumes, other commodities grew modestly so total volumes ended up falling by close to 3.0 per cent in the fourth quarter compared to the third quarter.

The transition towards IMO 2020 started to affect bunkers prices and availability in the fourth quarter. Bunkers spreads in the spot market peaked in December above USD 300 per mt as measured by the difference in fuel price between 3.5 and 0.5 per cent sulphur content. However, both price and availability has rapidly adjusted and during January the spreads moved to USD 200 per mt whilst the forward curve is pointing towards USD 170 and below.

The weak start to the markets in 2020 is primarily due to the negative economic impacts stemming from shutdowns in connection with the Corona virus. At the time of writing, preliminary data shows that the shutdowns have clearly affected economic activity. Consumption of steel, coal, copper and oil among others have dropped by 20‐40 per cent according to various reports.

Going forward, the near‐term outlook is clouded as much depends on when China resumes normal activity. However, when they do, it is probable to have a significant positive effect as pent‐up demand will come in addition to volume normalization. Positive prospects remain for the overall market balance. Fleet growth is expected decrease significantly from the summer, and leading indicators are pointing to increased economic growth as low interest rates and energy prices have coincided with continued credit growth and other economic stimulus. The soft spot market from December in to the first part of 2020 is however different from previous down cycles, most clearly evidenced by the strength and contango in Forward Freight Assessments for the coming months. It is worth observing that forward rates today for standard Supramax vessels for the rest of 2020 are trading at USD 10 000 average, where adjusting conservatively for an Ultramax would put the figure at about USD 11 300.

Subsequent events

Belships has entered into an agreement with Marti Shipping & Ship Management of Turkey for a bareboat charter and subsequent sale of PACIFIC LIGHT. The 50 000 dwt bulk carrier was built in 2007, and is currently the oldest ship in Belships' fleet. PACIFIC LIGHT will commence its charter during March or April of 2020. Belships will realize a gain of approximately USD 2.4m upon delivery. The Charterer has an obligation to purchase the vessel within 24 months and the net cash flow during the period will be approximately USD 1.8m after repayment of outstanding loans.

In January, an instalment of USD 6m for the USD 110m fleet financing originally due in Q3 2020 was prepaid. Next ordinary instalment in that facility is due in Q2 2021. Belships fleet financing has a maturity date in 2024.

Outlook

The Company will soon control a modern fleet of 23 dry bulk carriers, including newbuildings, and continues to enhance its earnings with a combination of charter backlog and spot market performance. The Supramax and Ultramax segment continues to display the most attractive risk/reward within the dry bulk market.

Belships' strategy going forward is to grow as a fully integrated shipowner and operator of geared bulk carriers. Through the vessel acquisitions, financing and share issues, Belships has demonstrated its ability to deliver on this strategy. Belships expects that further transactions may be available and intends to pursue such transactions where accretive.

Following the transactions already announced and the issuances of new shares, the company continues to increase the free float in the Belships share, as well as broaden the shareholder base. It is Belships' intention to make further steps to increase the liquidity in the share.

Belships maintains focus on capital discipline with the aim of returning capital to the shareholders as an important part of the company's strategy.

21 February 2020 THE BOARD OF BELSHIPS ASA

Peter Frølich, Chairman

Frode Teigen Sverre Jørgen Tidemand Sissel Grefsrud

Carl Erik Steen Birthe Cecilie Lepsøe Jorunn Seglem

Lars Christian Skarsgård CEO

CONSOLIDATED STATEMENT OF INCOME

Q4 Q4
USD 1 000 2019 2018 2019 2018
Note
Gross freight revenue
48 784 38 147 153 909 127 735
Voyage expenses ‐8 583 ‐10 548 ‐30 243 ‐34 246
2
Net freight revenue
40 201 27 599 123 666 93 489
Management fees 194 1 621 7 650 4 865
2
Operating income
40 395 29 220 131 316 98 354
Share of result from j/v and assoc. comp. 815 1 030 2 715 2 012
T/C hire expenses ‐16 473 ‐15 714 ‐52 340 ‐56 466
Ship operating expenses ‐11 952 ‐4 516 ‐33 558 ‐16 094
Operating expenses ship management ‐1 215 ‐420 ‐4 125 ‐420
General and administrative expenses ‐4 133 ‐3 746 ‐11 815 ‐7 837
Operating expenses ‐32 958 ‐23 366 ‐99 123 ‐78 805
EBITDA 7 437 5 854 32 193 19 549
3
Depreciation and amortisation
‐6 857 ‐2 691 ‐20 559 ‐7 813
Purchase bargain gain 0 12 849 0 12 849
Gain on sale of ships 4 381 0 4 381 0
Other gains 694 0 2 119 0
Operating result (EBIT) 5 655 16 012 18 134 24 585
Interest income 99 35 283 56
Interest expenses ‐2 817 ‐1 535 ‐10 522 ‐4 754
Other financial items ‐389 6 ‐1 127 ‐351
Currency gains/(‐losses) 666 ‐77 ‐13 ‐94
Net financial items ‐2 441 ‐1 571 ‐11 379 ‐5 143
Result before taxes 3 214 14 441 6 755 19 442
Taxes ‐1 142 ‐228 ‐1 655 ‐247
Net result 2 072 14 213 5 100 19 195
Hereof majority interests 1 243 13 841 3 487 18 169
Hereof non‐controlling interests 829 372 1 613 1 026
Earnings per share 0.01 0.11 0.03 0.20
Diluted earnings per share 0.01 0.11 0.03 0.20

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Q4 Q4
USD 1 000 2019 2018 2019 2018
Other comprehensive income not to be reclassified to profit
or (loss) in subsequent periods:
Actuarial gain/(loss) on defined benefit plans ‐10 ‐9 ‐10 ‐9
Items that may be subsequently reclassified to
profit or (loss):
Exchange differences 167 13 167 53
Total comprehensive income 2 229 14 217 5 257 19 239
Hereof majority interests 1 313 13 831 3 557 18 181
Hereof non‐controlling interests 916 386 1 700 1 058

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

31 Dec 31 Dec
USD 1 000 2019 2018
NON‐CURRENT ASSETS Note
Intangible assets 4 629 8 536
Ships, owned 3 213 052 179 118
Ships, right‐of‐use assets 3 91 463 51 307
Prepayment of ships 6 000 0
Property, Plant, and Equipment 6 218 4 210
Investments in j/v and associated companies 3 163 1 939
Other non‐current assets 8 583 343
Total non‐current assets 333 108 245 453
CURRENT ASSETS
Inventories 5 832 4 230
Current receivables 14 576 11 897
Cash and cash equivalents 44 428 32 034
Total current assets 64 836 48 161
Total assets 397 944 293 614
EQUITY AND LIABILITIES
Equity
Paid‐in capital 125 927 96 870
Retained earnings 25 717 23 738
Non‐controlling interests 4 471 3 174
Total equity 156 115 123 782
Non‐current liabilities
Mortgage debt 4 128 880 94 513
Lease liability, ships 5 73 192 38 653
Other non‐current liabilities 3 361 3 446
Total non‐current liabilities 205 433 136 612
Current liabilities
Mortgage debt 4 7 757 12 500
Lease liability, ships 5 5 487 2 119
Other current liabilities 23 152 18 601
Total current liabilities 36 396 33 220
Total equity and liabilities 397 944 293 614

CONSOLIDATED STATEMENT OF CASH FLOW

USD 1 000 2019 2018
Cash flow from operating activities
Net result before taxes 6 755 19 442
Adjustments to reconcile profit before tax to net cash flows:
Purchase bargain gain 0 ‐12 849
Depreciations on fixed assets 20 559 7 813
Gain on sale of ships ‐4 381 0
Share‐based compensation expense 23 5
Difference between pension exps and paid pension premium ‐51 ‐81
Share of result from j/v and assoc. companies ‐2 715 ‐2 012
Net finance costs 11 379 5 143
Change in other short‐term items 236 483
Interest received 283 56
Interest paid ‐10 522 ‐4 754
Income tax paid ‐1 409 ‐264
Net cash flow from operating activities 20 157 12 982
Cash flow from investing activities
Payment of ships ‐54 000 ‐19 430
Distribution and capital reduction from joint ventures 0 2 340
Net cash contribution from merger 0 6 709
Payment of other investments ‐1 441 0
Net cash flow from investing activities ‐55 441 ‐10 381
Cash flow from financing activities
Proceeds from long‐term debt 137 718 19 750
Paid‐in capital (net) 29 034 0
Repayment of long‐term debt ‐117 221 ‐4 161
Dividend paid ‐1 205 0
Dividend to non‐controlling interests ‐648 ‐846
Net cash flow from financing activities 47 678 14 743
Net change in cash and cash equivalents during the period 12 394 17 344
Cash and cash equivalents at 1 January 32 034 14 690
Cash and cash equivalents at end of period (incl. restricted cash) 44 428 32 034

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

USD 1 000

Majority interest
Paid‐in Retained
Share Treasury Share Other b
Other
Non‐ Total
capital shares premium paid‐in equity controlling equity
As at 31 December 2019 reserves equity interests
Equity as at 31 December 2018 41 870 ‐166 18 166 37 000 23 738 3 174 123 782
Share issue (incl. share issue exps) 8 533 0 21 333 ‐832 0 0 29 034
Dividend paid 0 0 0 0 ‐1 205 0 ‐1 205
Share‐based payment expense 0 0 0 23 0 0 23
Adoption of IFRS 16 0 0 0 0 ‐373 0 ‐373
NCI transactions 0 0 0 0 0 ‐403 ‐403
Net result for the period 0 0 0 0 3 487 1 613 5 100
Other comprehensive income 0 0 0 0 70 87 157
Total comprehensive income 0 0 0 0 3 557 1 700 5 257
Equity as at 31 December 2019 50 403 ‐166 39 499 36 191 25 717 4 471 156 115
As at 31 December 2018
Equity as at 31 December 2017 27 598 ‐166 4 519 0 5 557 6 567 44 075
Consideration shares completion of merger 14 272 0 13 647 0 0 0 27 919
Restructuring as part of the merger 0 0 0 37 000 0 ‐4 451 32 549
Net result for the period 0 0 0 0 18 169 1 026 19 195
Other comprehensive income 0 0 0 0 12 32 44
Total comprehensive income 0 0 0 0 18 181 1 058 19 239
Equity as at 31 December 2018 41 870 ‐166 18 166 37 000 23 738 3 174 123 782

KEY FINANCIAL FIGURES

2019 2018*
EBITDA USD 1000 32 193 19 549
Interest coverage ratio 1.72 5.17
Current ratio % 178.14 144.98
Equity ratio % 39.23 42.16
Earnings per share USD 0.03 0.20
Earnings per share NOK 0.23 1.76
Equity per share USD 0.74 0.71
Equity per share NOK 6.46 6.14
Number of issued shares as at end of period 212 224 705 175 117 993
Average number of weighted shares (excluding treasury shares) 193 811 169 94 850 830

*) The merger between Belships and the Lighthouse companies was completed at 10 December 2018. This merger constitutes a reverse acquisition under IFRS. Figures up until 10 December 2018 reflect information from the Lighthouse group only. From 10 December 2018 legacy Belships is incorporated at fair value.

DEFINITION OF NON‐IFRS FINANCIAL MEASURES

The Group's financial information is prepared in accordance with international financial reporting standards ("IFRS") as adopted by the European Union. In addition, it is the management's intention to provide alternative performance measures that are regularly reviewed by management to enhance the understanding of the Group's performance, but not instead of, the financial statements prepared in accordance with IFRS. The alternative performance measures presented may be determined or calculated differently by other companies. Due to the recent establishment of the enlarged Group, Management is in the initial phase of assessing its external financial reporting and performance measures are therefore subject to change.

The alternative performance measures are intended to enhance comparability of the results and to give supplemental information to the users of the Group's external reporting.

  • Current ratio ‐ is defined as total current assets, divided by total current liabilities
  • EBITDA ‐ is defined as operating result adjusted for depreciation and amortization, other gains/(losses), interest income, interest expenses and other financial items
  • EBIT ‐ is defined as operating result adjusted for interest income, interest expenses and other financial items
  • Equity ratio ‐ is equal to shareholders' equity including non‐controlling interest, divided by total assets
  • Interest coverage ratio ‐ is equal to earnings before interest and taxes (EBIT), divided by interest expenses

NOTES TO THE CONSOLIDATED ACCOUNTS

The consolidated financial statements are presented in USD thousands unless otherwise indicated

Note 1 Accounting principles

These interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34, "Interim Financial Reporting". They do not include all of the information required for full annual financial reporting and should be read in conjunction with the consolidated financial statements of Belships for the year ended 31 December 2018.

The merger between Belships and the Lighthouse companies was completed at 10 December 2018. This merger constitutes a reverse acquisition under IFRS. Comparative figures up until 10 December 2018 reflect information from the Lighthouse group only. From 10 December 2018 legacy Belships is incorporated at fair value. Since legacy Belships is the legal acquirer, financial statements are prepared based on legacy Belships accounting principles. Consequently, comparative financial information prior to 2019 relates to the Lighthouse Group. EPS is calculated based on actual outstanding shares in Belships ASA.

This report was approved by the Board of Directors on 21 February 2020.

Note 2 Segment information

USD 1 000 January ‐ December 2019
Owned Lighthouse Ship Admin. & Total
ships Navigation managm. group trs.
Gross freight revenue 79 331 74 578 0 0 153 909
Voyage expenses ‐11 352 ‐20 267 0 1 376 ‐30 243
Net freight revenue 67 979 54 311 0 1 376 123 666
Management fees 0 6 005 5 303 ‐3 658 7 650
Operating income 67 979 60 316 5 303 ‐2 282 131 316
Share of result from j/v and assoc. comp. 0 2 715 0 0 2 715
T/C hire expenses ‐497 ‐51 843 0 0 ‐52 340
Ship operating expenses ‐35 715 0 0 2 157 ‐33 558
Operating expenses ship management 0 0 ‐4 125 0 ‐4 125
General and administrative expenses ‐555 ‐7 184 0 ‐4 076 ‐11 815
Operating expenses ‐36 767 ‐56 312 ‐4 125 ‐1 919 ‐99 123
EBITDA 31 212 4 004 1 178 ‐4 201 32 193
Depreciation and amortisation
Gain on sale of ship
‐19 598
4 381
‐93
0
‐868
0
0
0
‐20 559
4 381
Other gains 180 0 1 939 0 2 119
Operating result (EBIT) 16 175 3 911 2 249 ‐4 201 18 134
Interest income 230 51 2 0 283
Interest expenses ‐10 522 0 0 0 ‐10 522
Other financial items ‐863 ‐215 ‐49 0 ‐1 127
Currency gains/(‐losses) ‐2 ‐27 16 0 ‐13
Net financial items ‐11 157 ‐191 ‐31 0 ‐11 379
Result before taxes 5 018 3 720 2 218 ‐4 201 6 755
Taxes ‐697 ‐958 0 0 ‐1 655
Net result 4 321 2 762 2 218 ‐4 201 5 100
Hereof majority interests 4 261 1 209 2 218 ‐4 201 3 487
Hereof non‐controlling interests 60 1 553 0 0 1 613

Note 2 Segment information, continued

USD 1 000 January ‐ December 2018
Owned Lighthouse Ship Admin. & Total
ships Navigation managm. group trs.
Gross freight revenue 45 127 81 991 0 617 127 735
Voyage expenses ‐8 993 ‐25 253 0 0 ‐34 246
Net freight revenue 36 134 56 738 0 617 93 489
Management fees 0 5 103 388 ‐626 4 865
Operating income 36 134 61 841 388 ‐9 98 354
Share of result from j/v and assoc. comp. 0 2 012 0 0 2 012
T/C hire expenses ‐403 ‐56 063 0 0 ‐56 466
Ship operating expenses ‐16 094 0 0 0 ‐16 094
Operating expenses ship management 0 0 ‐420 0 ‐420
General and administrative expenses ‐1 604 ‐5 309 0 ‐924 ‐7 837
Operating expenses ‐18 101 ‐59 360 ‐420 ‐924 ‐78 805
EBITDA 18 033 2 481 ‐32 ‐933 19 549
Depreciation and amortisation ‐7 705 ‐81 ‐5 ‐22 ‐7 813
Purchase bargain gain 0 0 0 12 849 12 849
Operating result (EBIT) 10 328 2 400 ‐37 11 894 24 585
Interest income 2 28 1 25 56
Interest expenses ‐4 754 0 0 0 ‐4 754
Other financial items ‐359 0 ‐1 9 ‐351
Currency gains/(‐losses) 4 ‐19 17 ‐96 ‐94
Net financial items ‐5 107 9 17 ‐62 ‐5 143
Result before taxes 5 221 2 409 ‐20 11 832 19 442
Taxes 0 ‐235 ‐12 0 ‐247
Net result 5 221 2 174 ‐32 11 832 19 195
Hereof majority interests 5 221 1 166 ‐50 11 832 18 169
Hereof non‐controlling interests 0 1 008 18 0 1 026

Note 2 Segment information, continued

USD 1 000 Q1 ‐ 2019 Q1 ‐ 2018
Owned
ships
LHN Ship
mgmt
Adm Total Owned
ships
LHN Ship
mgmt
Adm Total
Gross freight revenue 18 729 17 447 0 0 36 176 7 635 17 229 0 0 24 864
Voyage expenses ‐3 655 ‐4 291 0 209 ‐7 737 ‐833 ‐4 684 0 183 ‐5 334
Net freight revenue 15 074 13 156 0 209 28 439 6 802 12 545 0 183 19 530
Management fees 0 1 232 1 946 ‐541 2 637 0 1 150 0 ‐183 967
Operating income 15 074 14 388 1 946 ‐332 31 076 6 802 13 695 0 0 20 497
Share of result from j/v and assoc. comp. 0 634 0 0 634 0 395 0 0 395
T/C hire expenses 0 ‐12 515 0 0 ‐12 515 0 ‐11 617 0 0 ‐11 617
Ship operating expenses ‐6 384 0 0 409 ‐5 975 ‐4 080 0 0 0 ‐4 080
Operating expenses ship management 0 0 ‐971 0 ‐971 0 0 0 0 0
General and administrative expenses ‐143 ‐1 189 0 ‐811 ‐2 143 ‐254 ‐1 152 0 0 ‐1 406
Operating expenses ‐6 527 ‐13 070 ‐971 ‐402 ‐20 970 ‐4 334 ‐12 374 0 0 ‐16 708
Operating result (EBITDA) 8 547 1 318 975 ‐734 10 106 2 468 1 321 0 0 3 789
Depreciation and amortisation ‐4 235 ‐20 ‐272 ‐28 ‐4 555 ‐1 826 ‐21 0 0 ‐1 847
Operating result (EBIT) 4 312 1 298 703 ‐762 5 551 642 1 300 0 0 1 942
USD 1 000 Q2 ‐ 2019 Q2 ‐ 2018
Owned
ships
LHN Ship
mgmt
Adm Total Owned
ships
LHN Ship
mgmt
Adm Total
Gross freight revenue 17 898 17 229 0 0 35 127 12 383 17 457 0 0 29 840
Voyage expenses ‐2 663 ‐5 559 0 303 ‐7 919 ‐3 667 ‐5 953 0 141 ‐9 479
Net freight revenue 15 235 11 670 0 303 27 208 8 716 11 504 0 141 20 361
Management fees 0 1 318 1 983 ‐790 2 511 0 1 334 0 ‐141 1 193
Operating income 15 235 12 988 1 983 ‐487 29 719 8 716 12 838 0 0 21 554
Share of result from j/v and assoc. comp. 0 608 0 0 608 0 230 0 0 230
T/C hire expenses 0 ‐12 121 0 0 ‐12 121 0 ‐13 048 0 0 ‐13 048
Ship operating expenses ‐6 980 0 0 515 ‐6 465 ‐3 547 0 0 0 ‐3 547
Operating expenses ship management 0 0 ‐916 0 ‐916 0 0 0 0 0
General and administrative expenses ‐115 ‐1 433 0 ‐1 152 ‐2 700 ‐523 ‐1 159 0 0 ‐1 682
Operating expenses ‐7 095 ‐12 946 ‐916 ‐637 ‐21 594 ‐4 070 ‐13 977 0 0 ‐18 047
Operating result (EBITDA) 8 140 42 1 067 ‐1 124 8 125 4 646 ‐1 139 0 0 3 507
Depreciation and amortisation ‐4 380 ‐22 ‐276 ‐24 ‐4 702 ‐2 336 ‐20 0 0 ‐2 356
Other losses ‐149 0 0 0 ‐149 0 0 0 0 0
Operating result (EBIT) 3 611 20 791 ‐1 148 3 274 2 310 ‐1 159 0 0 1 151

Note 2 Segment information, continued

BELSHIPS ASA

USD 1 000 Q3 ‐ 2019 Q3 ‐ 2018
Owned
ships
LHN Ship
mgmt
Adm Total Owned
ships
LHN Ship
mgmt
Adm Total
Gross freight revenue 18 389 15 433 0 0 33 822 10 437 24 447 0 0 34 884
Voyage expenses ‐2 087 ‐4 235 0 318 ‐6 004 ‐1 235 ‐7 933 0 283 ‐8 885
Net freight revenue 16 302 11 198 0 318 27 818 9 202 16 514 0 283 25 999
Management fees 0 1 424 1 469 ‐585 2 308 0 1 367 0 ‐283 1 084
Operating income 16 302 12 622 1 469 ‐267 30 126 9 202 17 881 0 0 27 083
Share of result from j/v and assoc. comp. 0 658 0 0 658 0 357 0 0 357
T/C hire expenses 0 ‐11 231 0 0 ‐11 231 0 ‐16 087 0 0 ‐16 087
Ship operating expenses ‐9 780 0 0 614 ‐9 166 ‐3 951 0 0 0 ‐3 951
Operating expenses ship management 0 0 ‐1 023 0 ‐1 023 0 0 0 0 0
General and administrative expenses ‐199 ‐1 763 0 ‐877 ‐2 839 ‐355 ‐648 0 0 ‐1 003
Operating expenses ‐9 979 ‐12 336 ‐1 023 ‐263 ‐23 601 ‐4 306 ‐16 378 0 0 ‐20 684
Operating result (EBITDA) 6 323 286 446 ‐530 6 525 4 896 1 503 0 0 6 399
Depreciation and amortisation ‐4 382 ‐23 ‐15 ‐25 ‐4 445 ‐898 ‐21 0 0 ‐919
Other gains 1 574 0 0 0 1574 0 0 0 0 0
Operating result (EBIT) 3 515 263 431 ‐555 3 654 3 998 1 482 0 0 5 480
USD 1 000 Q4 ‐ 2019 Q4 ‐ 2018
Owned
ships
LHN Ship
mgmt
Adm Total Owned
ships
LHN Ship
mgmt
Adm Total
Gross freight revenue 24 315 24 469 0 0 48 784 14 672 22 858 0 617 38 147
Voyage expenses ‐2 947 ‐6 182 0 546 ‐8 583 ‐3 258 ‐6 683 0 ‐607 ‐10 548
Net freight revenue 21 368 18 287 0 546 40 201 11 414 16 175 0 10 27 599
Management fees 0 2 031 ‐95 ‐1 742 194 0 1 252 388 ‐19 1 621
Operating income 21 368 20 318 ‐95 ‐1 196 40 395 11 414 17 427 388 ‐9 29 220
Share of result from j/v and assoc. comp. 0 815 0 0 815 0 1 030 0 0 1 030
T/C hire expenses ‐497 ‐15 976 0 0 ‐16 473 ‐403 ‐15 311 0 0 ‐15 714
Ship operating expenses ‐12 571 0 0 619 ‐11 952 ‐4 516 0 0 0 ‐4 516
Operating expenses ship management 0 0 ‐1 215 0 ‐1 215 0 0 ‐420 0 ‐420
General and administrative expenses ‐98 ‐2 799 0 ‐1 236 ‐4 133 ‐472 ‐2 350 0 ‐924 ‐3 746
Operating expenses ‐13 166 ‐17 960 ‐1 215 ‐617 ‐32 958 ‐5 391 ‐16 631 ‐420 ‐924 ‐23 366
Operating result (EBITDA) 8 202 2 358 ‐1 310 ‐1 813 7 437 6 023 796 ‐32 ‐933 5 854
Depreciation and amortisation ‐6 601 ‐28 ‐305 77 ‐6 857 ‐2 645 ‐19 ‐5 ‐22 ‐2 691
Purchase bargain gain 0 0 0 0 0 0 0 0 12 849 12 849
Gain on sale of ships 4 381 0 0 0 4 381 0 0 0 0 0
Other gains/losses ‐1 245 0 1 939 0 694 0 0 0 0 0
Operating result (EBIT) 4 737 2 330 324 ‐1 736 5 655 3 378 777 ‐37 11 894 16 012

Note 3 Ships

At the end of each reporting period, Belships assess whether there are any impairment indicators present. The company has concluded that the declining market rates observed at the end of 2019 is an impairment indicator pursuant to IAS 36. Consequently, Belships carried out an impairment test of ships owned or recognised as right‐of‐use assets at the end of the quarter.

The company considers each ship as a separate cash‐generating unit and has compared recoverable amounts against carrying amounts at the end of the quarter. Recoverable amounts are based on value‐in‐use and have been derived from calculation of present value of estimated cash flows over the useful life of the ship. The value‐in‐use calculations are mainly sensitive to changes in revenue and cost of capital assumptions. Revenues have been based on the ships current contracts and long‐term historical rates for equivalent ships. Cash flows have been discounted using a cost of capital of 7%.

At the end of the quarter, recoverable amounts were higher than carrying amounts for all ships and no impairment were recorded.

Note 4 Mortgage debt

Belships entered into a new USD 140m loan facility in April 2019. The first tranche of USD 110m replaced existing loan arrangements. The second tranche of USD 30m was made available for fleet expansion. The loan has a margin of 275 basis points over LIBOR and matures in Q2 2024. Following a voluntarily prepayment in January 2020, the next instalment is due in Q2 2021.

The company acquired all shares in Sofie Victory AS, the owner of SOFIE VICTORY in July 2019. The agreement involved USD 14m of debt at a margin of 295 basis points above LIBOR. The loan matures in 3Q 2021.

Total mortgage debt was USD 136.6m at the end of the quarter. Arrangement fee and other transaction costs related to the mortgage debt were initially recorded as a reduction of the debt in the balance sheet, and are subsequently amortized over the loan period in accordance with the amortized cost principle.

Belships was in compliance with all covenants at the end of the quarter.

Note 5 Leasing

On adoption of IFRS 16 leases in 1 January 2019, Belships recognised lease liabilities in relation to leases previously classified as 'operating leases' under the principles of IAS 17 Leases. The implementation followed the modified retrospective approach, which requires no restatement of comparative information.

At the end of the quarter, Belships had BELFOREST, BELISLAND and BELRAY on bareboat agreements. In addition, the company had BELNIPPON under a long‐term time charter agreement. The company considers bareboat agreements to meet the lease definition under the new standard, while long‐term time charter contracts contains both lease and service components.

The liability arising from leasing agreements is recognised at net present value of remaining lease payments, discounted using the interest rate implicit in the lease. Interests are charged to the statement of income over the lease period. The associated right‐of‐use asset equals the initial lease liability adjusted for payments made before the lease commencement date and initial direct costs. After the commencement date, the right‐of‐use asset is depreciated in accordance with the requirements in IAS 16 Property, Plant and Equipment.

Belships has chosen the option to allocate the service component embedded in all long‐term time charter contracts to ship operation expenses. The company considers this option to provide more relevant information to the users of the financial statements through presentation of an interest and depreciation cost which

excludes charges arising from the service element of long‐term time charter contracts. Consequently, Belships' EBITDA and operational performance will be comparable over time and regardless of financing method.

Leasing liabilities at the end of the quarter arising from bareboat obligations and long‐term time charter were USD 63.5m and USD 15.2m, respectively. Corresponding right‐of‐use assets, including upfront payments relating to the purchase options, were recorded at USD 76.7m and USD 14.8m, respectively.

Note 6 Subsequent events

Belships has entered into an agreement with Marti Shipping & Ship Management of Turkey for a bareboat charter and subsequent sale of PACIFIC LIGHT. The 50 000 dwt bulk carrier was built in 2007, and is currently the oldest ship in Belships' fleet. PACIFIC LIGHT will commence its charter during March or April of 2020. Belships will realize a gain of approximately USD 2.4m upon delivery. The Charterer has an obligation to purchase the vessel within 24 months and the net cash flow during the period will be approximately USD 1.8m after repayment of outstanding loans.

In January, an instalment of USD 6m for the USD 110m fleet financing originally due in Q3 2020 was prepaid. Next ordinary instalment in that facility is due in Q2 2021. Belships fleet financing has a maturity date in 2024.

No other material events have taken place after 31 December.

20 LARGEST SHAREHOLDERS

Updated 14 February 2020

Number of
Shareholder shares %
KONTRARI AS 95 822 108 45.15%
KONTRAZI AS 37 463 265 17.65%
WENAASGRUPPEN AS 18 050 670 8.51%
SONATA AS 17 461 778 8.23%
LGT BANK AG 12 469 008 5.88%
UBS SWITZERLAND AG 9 804 395 4.62%
JAKOB HATTELAND HOLDING AS 6 000 000 2.83%
PERSHING LLC 3 631 006 1.71%
KBC BANK NV 1 627 548 0.77%
CLEARSTREAM BANKING S.A. 1 626 253 0.77%
STAVANGER FORVALTNING AS 1 000 000 0.47%
SIX SIS AG 900 000 0.42%
OLA RUSTAD AS 850 000 0.40%
BELSHIPS ASA 548 000 0.26%
AS TORINITAMAR 417 100 0.20%
ASL HOLDING AS 363 836 0.17%
TORU NAGATSUKA 300 000 0.14%
AUGUST RINGVOLD AGENTUR AS 300 000 0.14%
ÅSTVEIT INVESTOR AS 285 714 0.13%
SWEDBANK AS 285 714 0.13%
OTHER SHAREHOLDERS 3 018 310 1.42%
TOTAL OUTSTANDING SHARES 212 224 705 100.00%

FLEET LIST

Ship Ownership Built year Dwt Yard
Ultramax
Newbuilding tbn Belmar BBC1 2021 64,000 Imabari
Newbuilding tbn Belfast BBC2 2020 64,000 Imabari
Belfuji TC3 2020 63,000 Imabari
Belmoira BBC4 2020 61,000 Shin Kurushima
Belaja BBC4 2020 61,000 Shin Kurushima
Belray BBC5 2019 61,000 Shin Kurushima
Belnippon TC6 2018 63,000 Imabari
Belhaven (to be delivered) 100% 2017 63,000 Imabari
Belisland BBC7 2016 61,000 Imabari
Belinda 100% 2016 63,000 Hantong
Belmont 100% 2016 63,000 Hantong
Belatlantic 100% 2016 63,000 Hantong
Sofie Victory 100% 2016 63,000 New Times
Belforest BBC8 2015 61,000 Imabari
Belpareil 100% 2015 63,000 Hantong
Belsouth 100% 2015 63,000 Hantong
Supramax
Belocean 100% 2011 58,000 Dayang
Belnor 100% 2010 58,000 Dayang
Belstar 100% 2009 58,000 Dayang
Belfort 100% 2008 50,000 PT Pal
Belorient 100% 2008 50,000 PT Pal
Belcargo 100% 2008 58,000 Tsuneishi
Pacific Light 100% 2007 50,000 PT Pal
Belfri 100% 2007 55,000 Kawasaki

1) On Delivery 2H 2021 ten years bareboat charter with purchase options after fourth year.

2) Delivery 2H 2020 ten years bareboat charter with purchase options after fourth year

3) Delivered January 2020 for eight years time charter with purchase options after fourth year.

4) Delivered Q1 2020 for seven years bareboat charter with purchase options after fourth year.

5) Delivered in October 2019 seven years bareboat with purchase options after fourth year.

6) Eight years time charter with purchase options after fourth year

7) Fifteen years bareboat charter with purchase options after fifth year

8) Twelve years bareboat charter with purchase options after third year.

There are no purchase obligations on any of the above lease agreements.

9) Agreement with Marti Shipping & Ship Management of Turkey for a bareboat charter and subsequent sale of PACIFIC LIGHT

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