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Klaveness Combination Carriers

Quarterly Report Nov 8, 2019

3644_rns_2019-11-08_ade99d48-cd5a-4da3-8d33-d82a3e6a1965.pdf

Quarterly Report

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Third Quarter 2019

HIGHLIGHTS

  • Both the CLEANBU and CABU fleet delivered strong earnings in Q3 supported by a healthy dry bulk market and efficient combination trading. The CLEANBU earnings ended at USD 22,802/day, 1.7 x market earnings of standard LR1-tankers, while the CABU earnings improved to USD 17,287/day, 1.7 x market earnings of standard MR-tankers.
  • KCC delivered positive EBT in Q3 of USD 1.5 million. EBITDA improved by 84 % compared to Q2 2019 on the back of the higher CABU and CLEANBU earnings.
  • KCC took delivery of the two CLEANBU vessels MV Barracuda and MV Barramundi in July and September, respectively and the vessels started combination trading in Q3 and early Q4.
  • 2020 CABU contract discussions are progressing well, supported by a stronger tanker spot market and positive tanker market outlook for 2020. Around 70 % of the planned caustic soda capacity of the CABU fleet for 1st half 2020 is booked to date.
  • The phase in of the new CLEANBU vessels is progressing well. Lead time from delivery to start of combination trading has been further reduced and the first switch from dry to Clean Petroleum Product cargo was successfully completed on MV Barracuda in October.
  • KCC continues its policy of quarterly dividend payments and has announced dividend payments of USD 0.5 million (USD 0.01 per share)

«We are pleased to report substantial TCE earnings improvements in Q3 with both KCC's CABU and CLEANBU vessels earning 1.7 times the comparable standard tanker vessels. We are especially pleased with the commercial and technical progress for the CLEANBU business with CLEANBU TCE earnings ending at around USD 22,800/day in Q3, proving the superior earning capacity of this new vessel type».

Engebret Dahm, CEO Klaveness Combination Carriers ASA

Average CABU TCE earnings (\$/d)

EBITDA (mUSD)

Average CLEANBU TCE earnings (\$/d)

Profit/(loss) after tax (mUSD)

CONSOLIDATED FINANCIALS

Key Figures

(USD '000) Q3 2019 Q3 2018 Q3 2019 YTD Q3 2018 YTD
Net revenues from vessel operations 16 571 13 392 42 503 41 413
EBITDA (note 11) 7 764 6 786 16 726 22 842
EBITDA adjusted (note 11) 8 411 6 786 18 295 22 842
Profit/(loss) for the period 1 545 1 312 (1 139) 8 170
Earnings per share1 0.03 0.04 (0.03) 0.24
Total assets 453 002 287 400
Equity 211 397 134 561
Equity ratio 47 % 47 %
ROCE adjusted (note 11) 4 % 4 % 4 % 8 %
Q3 2019 Q3 2018 Q3 2019 YTD Q3 2018 YTD
Average revenue per on-hire day (note 11) 18 127 \$/d 16 242 \$/d 16 312 \$/d 16 790 \$/d
Opex per day (note 11) 7 138 \$/d 6 906 \$/d 7 233 \$/d 6 402 \$/d
Onhire days 895 823 2 599 2 443
Off-hire days, scheduled 65 - 91 7
Off-hire days, unscheduled 4 7 68 12
% of days in main combination trades2 89 % 75 % 74 % 77 %
Utilisation3 91 % 97 % 92 % 96 %

FINANCIAL PERFORMANCE

Net revenues from operations of vessels were USD 16.6 million in Q3 2019, compared to USD 13.4 million in the same quarter last year. The average revenue per on-hire day of \$ 18,127/day is \$1,885/day higher than Q3 2018 and was positively impacted by a stronger dry bulk market and efficient combination trading. Two CABU vessels were docking this quarter with in total 65 off-hire days.

Operating expenses for the vessels increased from USD 5.7 million in Q3 2018 to USD 7.6 million in Q3 2019 due to delivery and the introduction of the CLEANBU vessels. Opex of \$7,138/day for Q3 was slightly higher than Q3 last year (\$6,906/d) due to higher opex for the newly delivered vessels. Operating expenses in Q3 were impacted by start-up expenses of USD 0.6 million related to the delivery of the 2nd and 3rd CLEANBU vessels. EBITDA for the period ended at USD 7.8 million up from USD 6.8 million in Q3 2018 and USD 4.2 million in Q2 2019.

Net result from financial items was negative USD 2.6 million in Q3 compared to negative USD 1.4 million for the same period last year, mainly due to higher interest-bearing debt following the delivery of the CLEANBU vessels and fair value changes of unrealized derivatives. While the non-cash fair value changes of derivatives (mainly interest rate swaps) were negative USD 0.5 million in Q3 2019, the same quarter last year had positive fair value changes of USD 0.5 million.

Net profit after tax for Q3 ended at USD 1.5 million compared to USD 1.3 million for the same period last year and up from a loss of USD 1.9 million in Q2 2019.

THE CABU BUSINESS

(USD/day) / # of days Q3 2019 Q3 2018 Q3 2019 YTD Q3 2018 YTD
Average revenue per on-hire day (note 2) 17 287 \$/d 16 242 \$/d 16 137 \$/d 16 790 \$/d
Opex per day (note 2) 6 741 \$/d 6 906 \$/d 6 758 \$/d 6 402 \$/d
Onhire days 758 823 2 353 2 443
Off-hire days, scheduled 65 0 91 7
Off-hire days, unscheduled 3 7 12 12
% of days in main combination trades2 87 % 75 % 73 % 77 %
Ballast days in % of total on-hire days 8 % 10 % 11 % 10 %
Utilisation3 89 % 97 % 93 % 96 %

The CABU vessels performed well also in Q3 2019 and average earnings ended at \$17,287/day, the strongest quarter to date in 2019. Earnings were impacted by solid earnings on a higher number of caustic soda cargos, however lower than expected shipments under one caustic soda COA had negative impact. Number of days in the main CABU combination trades to Australia and Brazil were 87%, a considerable improvement compared to last quarter (61%) and Q3 last year (75%). Stronger dry bulk markets had positive earnings effects in Q3, but were partly offset by higher dry bulk relet losses and loss on FFA hedges.

Two CABU vessels went through periodic drydocking in Q3 and Ballast Water Treatment Systems were installed. Operating costs for the CABU fleet remained steady in line with expectations and \$165/day below Q3 2018.

2 % of days in main combination trades = number of days in combi trade from Far East/Middle East to Australia, US Gulf to Brazil and Middle East/India to South America as a percentage of total onhire days.

3 Utilization = (Operating days less waiting time less off-hire days)/operating days

1 Earnings per share from operations. Based on average outstanding shares for the different periods.

THE CLEANBU BUSINESS

(USD/day) / # of days Q3 2019 Q3 2018 Q3 2019 YTD Q3 2018 YTD
Average revenue per on-hire day (note 2) 22 802 \$/d - 17 970 \$/d -
Opex per day (note 2) 9 126 \$/d - 10 705 \$/d -
Onhire days 136 - 246 -
Off-hire days, scheduled - - - -
Off-hire days, unscheduled 1 - 56 -
% of days in main combi pattern1 100 % - 87 % -
Ballast days in % of total on-hire days 0 % - 29 % -
Utilisation2 99 % - 81 % -

Average CLEANBU earnings ended at \$22,802/day for the quarter positively impacted by a strong dry bulk market and efficient combination trading for the two CLEANBU vessels in operation. The phase-in of the CLEANBUs is making headway. The 2nd CLEANBU, MV Barracuda, completed its first successful dry/wet switch in early October after completing a shipment of alumina to the Middle East Gulf before loading a CPP cargo for Singapore. KCC took delivery of the 3rd CLEANBU, MV Barramundi, on 20 September and the vessel started combination trading in 2nd half of October after completing the first caustic soda introduction voyage.

Operating costs, excluding start-up costs for the two vessels delivered during the quarter, improved considerably in Q3. The operations of the first vessel, MV Baru, continued to improve, and delivery and start-up of the second and third CLEANBUs were more efficient compared to the first vessel.

CAPITAL AND FINANCING

The equity ratio for the Group was 47 % at the end of Q3, quite stable compared to last quarter (49%) and down from 53% at year-end 2018. Cash and cash equivalents were USD 67.5 million against USD 88.3 million as of 31 December 2018 and total assets were up by USD 119.1 million to USD 453.0 million. Delivery of the CLEANBUs impacts both the equity ratio, total assets and cash development.

Total interest-bearing debt ended at USD 225.5 million at the end of Q3, USD 19.3 million up compared to end of Q2 and an increase of USD 79.3 million compared to year-end 2018, mainly due to drawdown on mortgage debt in relation to delivery of the CLEANBU newbuilds. Bank financing has been secured for all three CLEANBU newbuilds with delivery in 2020. Discussions with respect to financing of the two remaining newbuilds with delivery in 2021 will be initiated during Q4 2019.

Net cash flow from operating activities was USD 11.0 million in Q3 both due to positive EBITDA and positive changes in working capital. Net cash flow from investments in Q3 relates to dry dock costs of two CABU Mark I vessels, yard installments mainly related to the two vessels delivered in Q3 and other costs related to the newbuilding program, in total negative USD 89.8 million. Net cash flow from financing activities was USD 23.5 million in Q3 2019, mainly due to drawdown of the bank loan for MV Barramundi. The drawdown of the bank loan for MV Barracudawas made in June. USD 0.5 million was paid as dividends to shareholders in Q3. Net change in liquidity hence amounted to USD 55.3 million.

FLEET

The fleet consists of nine CABU and three CLEANBU combination carriers of which, MV Baru, was delivered in January 2019, MV Barracuda was delivered at the end of July 2019 and MV Barramundi in September 2019. The company has another five CLEANBUs on order with estimated delivery in Q1 2020 to Q1 2021. KCC agreed with the shipyard in late September 2019 to postpone the declaration and delivery dates of four outstanding options and to add two options to contract additional CLEANBU vessels. The six individual fixed price options with expiry in the period between February 2020 and January 2021 have scheduled delivery dates in the period September 2021 to November 2022.

The CABU vessels are combination carriers transporting mainly caustic soda solution and all types of dry cargo. The main trade lanes are to/from the Far East, the Middle East, Australia, Brazil and North America. The CLEANBU vessels are designed to transport clean petroleum products in addition to caustic soda and dry bulk products, giving them a wider range of trading possibilities.

The construction of the CLEANBU vessels is progressing well and experience obtained from the operation of the three vessels delivered in 2019 has and will continue to be transferred to the remaining five vessels under construction. Experience transfer from MV Baru, the first vessel, has had positive impact on the phase-in of the second and third vessel, resulting in i.a. shorter lead-time from delivery to combination trading. MV Baru is currently at the yard to complete guarantee works and is scheduled to be back in full operation during second half of November after an estimated five weeks off-hire. Guarantee works will also be performed on MV Barracuda and MV Barramundi during November with estimated duration/off-hire of five to seven days each.

Two CABU vessels have been in for periodic drydocking during Q3. Ballast Water Treatment Systems (BWTS) have been installed on both vessels. Three vessels will go through periodic dry docking and install Ballast water treatment system in 2020.

MARKET DEVELOPMENT

Earnings of KCC's combination carriers are driven by the dry bulk, tanker and fuel markets. KCC is mainly influenced by the standard MR- and LRproduct tankers and panamax/kamsarmax dry bulk markets as the capabilities of KCC's vessels correspond to these standard vessels. Due to the significantly lower ballasting of KCC's combination vessels compared to these standard vessels, KCC's earnings are also positively impacted by increasing fuel costs. Market freight rates in both dry and tanker markets incorporate the cost of extensive ballasting whichKCC's vessels to a large degree are avoiding.

Dry bulk freight rates improved through Q3 and delivered the best dry bulk quarter since Q4 2010. Panamax rates increased from \$9,500/day in Q2 to \$16,000/day in Q3 due to healthy growth in panamax shipments of all major commodity groups and support from a strong capesize market. The effective vessel supply in the dry bulk market was curtailed due to scrubber fittings of primarily capesize vessels. The strong growth in panamax shipments of coal, iron ore and bauxite can partly be explained by panamaxes substituting capsize vessels because of rallying cape rates. In addition, the East Coast South America fronthaul trade increased by 16% in volumes year-on-year on the back of increased grain exports. The curtailment on the supply side due to scrubber installations is expected to persist in Q4 2019 and continue into 2020.

The tanker markets were fairly flat coming into October with spot earnings for MR-tankers of around \$10,000/d1 . The US imposed sanctions on a COSCOs subsidiary created uncertainty and charterers indiscriminately shunned tankers owned by COSCO in fear of running afoulof US sanctions. This created a surge in earnings in certain dirty trades, which again impacted the clean product tanker market with LR2 spot earnings rallying from a \$10-20,000/day range during August and September to a peak of \$75,000/day in mid-October. Both the crude and clean tanker markets have come down, but seem to have stabilized at relatively acceptable levels at the end of October and early November.

The effective supply in the tanker market will be curtailed by the scrubber installations in preparations for IMO2020, reducing the effective supply in 20202 . Most analysts expect a solid increase in demand for product tankers in 2020, typically around 6%, partly driven by the new IMO regulations. These positive expectations and the recent stronger spot tanker market support the period clean tanker TC-rates. 1-year TC rates are currently priced at high teens, very low 20s and mid 20s for MR, LR1 and LR2 respectively.

Crude prices rose 20% intraday to \$72/bbl after the drone attack on Saudi oil installations on 14 September, the largest intraday surge since 1990. Saudi oil output recovered quickly and crude prices have been trading around \$60/bbl for most of September and October and are priced fairly flat in the forward market. Supply and pricing of bunkers have also been quite volatile coming into Q4, as the markets are gearing up for IMO2020. Especially the supply of high Sulphur fuel oil (HSFO) in Singapore has been tight, creating large price spreads between various regions. The spreads between IMO 2020 compliant low sulphur fuel oil (VLSO) and HSFO are varying a lot between geographical regions due to differences in availability. We are seeing VLSO-HSFO spreads of about \$220-300/mt in key bunkering ports, with prices fluctuating around \$300/mt and \$550/mt for HSFO and VLSO respectively. It is expected that the differing availability of IMO2020 compliant fuel will continue to be a large geographical price driver in Q4 and going into 2020.

HEALTH AND SAFETY

Safety is KCC's priority number one and to the Board's satisfaction there were no major incidents so far in 2019. There were two "medium injuries" in Q3 2019, accidents resulting in one fractured ankle and one broken palm bone. The two navigational incidents in Q3-2019 were related to CABU vessels grounding on sand banks in the Amazonas without any injuries or damage to the vessel.

HEALTH & SAFETY KPI'S Q3 2019 Q3 2018 Q3 2019 YTD Q3 2018 YTD
# of medium* injuries 2 1 5 3
# of major** injuries - - - -
# of navigational incidents 2 - 3 -
# of spills to the environment - - - -

* Medium = Medical treatment and repatriation, will return to work

**Major = Severe injury or death

ENVIRONMENT

The operation of KCC's vessels has an impact on the environment. The company is taking all possible technical and operational precautions to protect the environment as a minimum complying with all requirements in the International Safety Management Code (ISM-code) and the MARPOL -convention.

KCC's combination carriers are the most carbon efficient deep-sea shipping solution available today and have up to 40% less greenhouse gas (GHG) emissions on the same transport work as standard dry bulk and tanker vessels. This is mainly achieved by removing unnecessary emissions from ballasting through efficiently combining wet and dry cargoes. A typical bulker or tanker spends 30-40% of its time empty while still emitting GHG.

The CO2 emission per ton transported per nautical mile expressed through the Energy Efficiency Operational Indicator (EEOI) has improved in Q3 as a consequence of delivery of the new and efficient CLEANBU vessels and better operational efficiency for the CABU fleet following increased number of caustic soda shipments and combination voyages. The ballast days in % of total on-hire days were also considerably lower in Q3 2019 compared to Q2.

CO2 emission per ton transported cargo per nautical mile (EEOI)1,2

2 The EEOI and % ballast for "Benchmark standard vessels" are calculated based on standard vessels (Panamax dry, MR-tankers and LR1-tankers) making the same transportation work in the same trades as performed by KCC's CABU and CLEANBU vessels. The EEOI for "Benchmark standard vessels" is calculated as the weighted average of EEOI for the individual trades performed.

OUTLOOK AND SUBSEQUENT EVENTS

Despite uncertain macroeconomic outlook with increasing trade tensions and the slowing down of the Chinese economy, the outlook for KCC's business for the balance of 2019 and 2020 is positive.

The Q4 earnings for the CABU vessels are expected to improve further, based on continued high caustic soda shipment volumes and an expected continued strong tanker market. The increase in caustic soda shipment volume in 2nd half relative to 1st half 2019 is likely lower than previously expected as firm shipments under one of the major COAs to Australia will be cancelled or postponed into 2020. Caustic soda shipment volume to Brazil under existing COAs, is however expected to be back to normal after Hydro over Q3 has successfully ramped up production at Alunorte in Brazil to around 85% of nameplate capacity. The number of caustic soda shipments in Q4 are expected to be in line with Q3 2019 (13 shipments). TC-equivalent earnings for the CABU fleet for 2019 is expected to be around USD 17,000/day.

The process of extending and renewing caustic soda contracts for 2020 is progressing well supported by a stronger tanker market and positive expectations for next year in the tanker market. To date, approximately 50 % of the planned CABU caustic soda cargo volume for 2020 has been fixed and for 1st half 2020, 70 % has been fixed. KCC's target is to conclude contracts for close to 100 % of the CABU fleet's caustic soda capacity for 1 st half 2020 within the end of 2019.

The earnings outlook for the CLEANBU fleet in Q4 and 2020 is robust based on a good progress of the phase-in of the CLEANBU vessels and a strong tanker market backdrop. The CLEANBUs will, however, mostly trade spot in 2020 as combi-trades are developed and the CLEANBU vessels prove performance and build track record. Earnings are dependent on a continued successful trading of the CLEANBUs in efficient combination trades. Operating and start-up costs for the CLEANBUs are expected to be lower over the next quarters, however, there will continue to be start-up costs and phase-in time also for the three CLEANBUs delivering in 2020.

KCC's preparations for the forthcoming IMO 2020 regulations are advancing with ongoing cleaning of bunker tanks and early procurement and testing of compliant VLSO on all vessels. All vessels shall have completed all IMO 2020 preparations, including consumed all remaining HFO on board, within the middle of December 2019.

Oslo, 7 November 2019

The Board of Directors of

Klaveness Combination Carriers ASA

Lasse Kristoffersen Chairman of the Board

Board member

Magne Øvreås

Lori Wheeler Næss Board member

Stephanie Sanvy Wu Board member

Morten Skedsmo

Board member

Engebret Dahm CEO

INCOME STATEMENT

Quarter ended YTD Year ended
Unaudited Unaudited Unaudited Unaudited Audited
USD'000 Notes 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Freight revenue 3 34 467 28 420 94 548 55 308 84 284
Charter hire revenue 3 68 788 649 16 933 17 540
Total revenues, vessels 3 34 535 29 208 95 197 72 241 101 824
Voyage expenses (17 964) (15 816) (52 694) (30 828) (45 431)
Net revenues from operations of vessels 16 571 13 392 42 503 41 413 56 393
Operating expenses, vessels (7 563) (5 719) (21 401) (15 729) (21 599)
Group commercial and administrative services 9 (1 041) (832) (3 369) (2 594) (3 618)
Tonnage tax (24) (27) (98) (103) (119)
Other operating and administrative expenses (179) (28) (910) (144) (300)
Operating profit before depreciation 7 764 6 786 16 726 22 842 30 757
-
Ordinary depreciation 4 (3 621) (4 110) (9 541) (12 383) (16 840)
Operating profit after depreciation 4 143 2 676 7 185 10 459 13 917
-
Finance income 7 2 561 670 3 631 2 970 2 234
Finance costs 7 (5 159) (2 034) (11 955) (5 259) (7 374)
Profit before tax 1 545 1 312 (1 139) 8 170 8 777
Income tax expenses - - - - 59
Profit after tax 1 545 1 312 (1 139) 8 170 8 836
Attributable to:
Equity holders of the parent company 1 545 1 312 (1 139) 7 311 7 978
Non-controlling interests - - - 858 858
Total 1 545 1 312 (1 139) 8 170 8 836
Earnings per Share (EPS):
Basic and diluted, profit for the period
attributable to ordinary equity holders of the
parent
0.03 0.04 (0.03) 0.24 0.23

STATEMENT OF COMPREHENSIVE INCOME

Quarter ended YTD Year ended
Unaudited Unaudited Unaudited Unaudited Audited
30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
USD '000
1 545 1 312 (1 139) 8 170 8 836
Profit/ (loss) of the period
Other comprehensive income to be reclassified to profit or loss
Net movement fair value on cross-currency interest rate swaps (CCIRS) (2 692) - (2 587) - -
Reclassification to profit and loss (CCIRS) 2 173 - 2 384 - -
Net movement fair value on interest rate swaps (72) 291 (764) 1 943 368
Net movement fair value FX hedge - - (14) - (35)
Net movement fair value bunker hedge (77) - 570 - (918)
Net movement fair value FFA hedge (798) - (586) - 970
Net other comprehensive income to be reclassified to profit or loss (1 466) 291 (997) 1 943 385
Other comprehensive income/(loss) for the period, net of tax (1 466) 291 (997) 1 943 385
Total comprehensive income/(loss) for the period, net of tax 79 1 602 (2 135) 10 113 9 221
Attributable to:
Equity holders of the parent company 79 1 602 (2 135) 8 921 8 029
Non-controlling interests - - - 1 192 1 192
Total 79 1 602 (2 135) 10 113 9 221

STATEMENT OF FINANCIAL POSITION

(Figures in USD '000)

Unaudited Audited
ASSETS Notes 30 Sep 2019 31 Dec 2018
Non-current assets
Deferred tax asset 15 15
Vessels 4 317 414 167 037
Newbuilding contracts 5 47 058 59 877
Right of-use assets 4 1 872 -
Long-term financial assets 6 300 1 855
Total non-current assets 366 659 228 786
Current assets
Short-term financial assets 6 679 464
Inventories 4 815 5 883
Trade receivables and other current assets 13 314 9 870
Short-term receivables from related parties 54 594
Cash and cash equivalents 67 481 88 263
Total current assets 86 343 105 074
TOTAL ASSETS 453 002 333 859
Unaudited Audited
EQUITY AND LIABILITIES 30 Sep 2019 31 Dec 2018
Equity
Share capital 8 5 725 4 863
Share premium 130 189 92 271
Other reserves (946) 51
Retained earnings 76 428 80 901
Total equity 211 397 178 086
Non-current liabilities
Mortgage debt 6 173 061 95 746
Long-term liabilities to related parties 6 - 36 000
Long-term financial liabilities 6 5 244 450
Long-term lease liabilities 1 497 -
Bond loan 6, 9 32 779 -
Total non-current liabilities 212 581 132 196
Current liabilities
Short-term mortgage debt 6 16 936 12 200
Other interest bearing liabilities 6 2 676 2 172
Short-term financial liabilities 6 362 918
Short-term lease liabilities 402 -
Trade and other payables 7 402 7 601
Short-term debt to related parties 1 102 563
Tax liabilities 144 123
Total current liabilities 29 024 23 577
TOTAL EQUITY AND LIABILITIES 453 002 333 859

STATEMENT OF CHANGES IN EQUITY

(Figures in USD '000)

Attributable to equity holders of the parent
Unaudited
2019
Share
capital
Other paid
in capital
Hedging
reserve
Retained
earnings
Total Non
controlling
interests
Total
equity
Equity 1 January 2019 4 863 92 271 51 80 901 178 086 - 178 086
Profit (loss) for the period - - - (1 139) (1 139) - (1 139)
Other comprehensive income for the period - - (997) - (997) - (997)
Dividends - - - (3 335) (3 335) - (3 335)
Capital increase (May 20, 2019) 862 37 918 - - 38 781 - 38 781
Equity at 30 September 2019 5 725 130 189 (946) 76 428 211 397 - 211 397
Unaudited Share Other paid Hedging Retained Total Non
controlling
Total
2018 capital in capital reserve earnings interests equity
Equity 1 January 2018 - 48 997 - 103 877 152 874 20 441 173 314
Profit (loss) for the period - - - 7 311 7 311 858 8 170
Other comprehensive income for the period - - 1 609 - 1 609 334 1 943
Bonus issue (establishment March 23, 2018) 142 (142) - - - - -
Capital reduction (13) (35 987) - - (36 000) - (36 000)
Dividends to non-controlling interests - - - - - (495) (495)
Group contribution - - - (23 746) (23 746) - (23 746)
Capital increase (April 30, 2018) 36 39 695 - - 39 731 - 39 731
Acquisition of non-controlling interest (April 25, 2018) - - - (260) (260) (363) (623)
Acquisition of non-controlling interest (April 30, 2018) - - - (6 956) (6 956) (20 775) (27 732)
Bonus issue 3 684 (3 684) - - - - -
Equity at 30 September 2018 3 849 48 878 1 609 80 224 134 561 - 134 561
Audited Share Other paid Hedging Retained Total Non
controlling
Total
2018 capital in capital reserve earnings interests equity
Equity 1 January 2018 - 48 997 - 103 877 152 874 20 441 173 315
Profit (loss) for the period - - - 7 978 7 978 858 8 836
Other comprehensive income for the period - - 51 - 51 334 385
Bonus issue (establishment March 23, 2018) 142 (142) - - - -
Capital reduction (13) (35 987) - - (36 000) - (36 000)
Capital increase (April 30, 2018) 36 39 695 - - 39 731 - 39 731
Acquisition of non-controlling interest (April 25, 2018) - - - (260) (260) (363) (623)
Acquisition of non-controlling interest (April 30, 2018) - - - (6 947) (6 947) (20 775) (27 723)
Group contribution - - - (23 746) (23 746) - (23 746)
Dividends to non-controlling interests - - - - - (495) (495)
Bonus issue 3 684 (3 684) - - - - -
Capital increase (October 10, 2018) 1 014 43 393 - - 44 407 - 44 407
Equity at 31 December 2018 4 863 92 271 51 80 901 178 086 - 178 086

CASH FLOW STATEMENT

(Figures in USD '000)

Quarter ended YTD Year ended
Unaudited Unaudited Unaudited Unaudited Audited
Notes 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Profit before tax 1 545 1 312 (1 139) 8 170 8 777
Tonnage tax expensed 24 27 98 103 119
Ordinary depreciation 4 3 621 4 110 9 541 12 383 16 840
Amortization of upfront fees bank loans 89 36 243 145 228
Financial derivatives unrealised loss / gain (-) 6 2 478 (480) 3 597 (2 345) (1 163)
Gain/loss on foreign exchange (1 953) (1 480) -
Interest income 7 (502) (180) (1 597) (625) (1 071)
Interest expenses 7 2 514 1 972 7 080 5 016 6 972
Taxes paid for the period - - (45) - -
Change in current assets 2 404 (4 450) (2 118) (3 279) (2 070)
Change in current liabilities 278 1 300 (259) (1 319) (1 782)
Interest received 7 502 180 1 597 625 1 071
A: Net cash flow from operating activities 10 999 3 828 15 517 18 874 27 920
Acquisition of tangible assets 4 (2 803) (236) (3 789) (1 783) (2 817)
Installments and other cost on newbuilding contracts 5 (87 001) (661) (143 027) (16 413) (22 126)
Acquisition of subsidiaries, net of cash - - - 863 863
Acquisition of non-controlling interest - - - (622) -
B: Net cash flow from investment activities (89 804) (897) (146 816) (17 955) (24 080)
Proceeds from mortgage debt 6 31 000 - 93 000 - 3 000
Net proceeds from bond loan and settlement
shareholder loan
6 - - (630) - -
Transaction costs on issuance of loans 6 (949) - (1 403) - -
Repayment of mortgage debt 6 (3 481) (2 887) (10 012) (8 662) (10 528)
Interest paid 7 (2 525) (1 990) (6 390) (4 982) (7 103)
Repayment of financial lease liabilities (99) - (278) - -
Capital increase April 30, 2018 - - - 12 000 12 000
Capital increase October 10, 2018 - - - - 45 000
Capital increase May 20, 2019 - - 40 096 - -
Transaction costs on capital increase - - (1 035) - (581)
Paid in capital for approved not registered capital
increase
- 1 079 - 1 079 -
Acquisition of non-controlling interests - - - - (622)
Group contribution/dividend (480) - (3 334) (9 958) (9 958)
Dividends to non-controlling interests - - - (495) (495)
C: Net cash flow from financing activities 23 466 (3 798) 110 014 (11 018) 30 713
Net change in liquidity in the period (A + B + C) (55 340) (867) (21 285) (10 099) 34 552
Cash and cash equivalents at beginning of period* 120 145 42 306 86 090 51 538 51 538
Cash and cash equivalents at end of period* 64 805 41 439 64 805 41 439 86 090
Net change in cash and cash equivalents in the period (55 340) (867) (21 285) (10 099) 34 552

* Cash and cash equivalents include drawn amount on overdraft facility.

Notes

01 Accounting policies
02 Segment reporting
03 Revenue from contracts with
customers
04 Vessels
05 Newbuildings
06 Financial assets and financial
liabilities
07 Financial items
08 Share capital, shareholders,
dividends and reserves
09 Transactions with related parties
10 Events after the balance sheet date
11 Reconciliation of alternative
performance measures

01 Accounting policies

CORPORATE INFORMATION

Klaveness Combination Carriers ASA ("parent company/the Company/KCC") is a public limited liability company domiciled and incorporated in Norway. The parent company has its headquarter and registered office in Drammensveien 260, 0283 Oslo. The share is listed on Oslo Axess with ticker KCC.

The objectives of the Group is to provide transportation for drybulk, 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 nine CABU vessels, that has capacity to transport caustic soda (CSS), floating fertilizer (UAN) and molasses as well as all dry bulk commodities. In addition, the Group has three CLEANBU vessels in operation and five CLEANBU newbuildings with estimated delivery between Q1-2020 and Q1- 2021. The CLEANBUs are both full fledged LR1 product tankers and kamsarmax dry bulk vessels.

ACCOUNTING POLICIES

The interim condensed financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union and are based on 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 2018, which have been prepared in accordance with IFRS, as adopted by the European Union.

NEW ACCOUNTING STANDARDS

The accounting policies adopted in 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 2018 except for the adoption of new accounting standards or amendments with effective date after 1 January 2019 (see description below).

IFRS 16 Leases, effective from 1 January 2019

The company adopted IFRS 16, Leases, with effect 1 January 2019. The new standard was applied using the modified retrospective method. On initial application of IFRS 16, the Company elected to use the following practical expedients:

  • Lease contracts with a duration of less than 12 months will continue to be expensed to the income statement.
  • Lease contracts for underlying assets of a low value will continue to be expensed to the income statement.

The Group has elected to use the exemptions proposed by the standard on lease contracts with a term of less than 12 months, and lease contracts for which the underlying asset is of low value. Lease payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Lease contracts which is not part of the exemptions are measured at the present value of remaining lease payments, discounted using the incremental borrowing rate. The right-of-use assets are measured at an amount equal to the lease liability.

There was no material impact of other new accounting standards adopted by the period, and further reference is given to the annual report for 2018.

02 Segment reporting

The Group is an owner and operator of combination carriers and operates mainly within the dry bulk shipping industry and the product tanker industry. Currently, the Group owns nine CABUs, three CLEANBUs on water and five CLEANBUs on order with expected deliveries through 2020 and 2021.

CABUs are from 72,456 dwt to 80,344 dwt and have the capacity to transport caustic soda solution (CSS), floating fertilizer (UAN) and molasses as well as all types of dry bulk commodities.

The CLEANBUs have approximately 82,500 dwt carrying capacity. The CLEANBUs are both full-fledged LR1 product tankers and Kamsarmax bulk carriers transporting clean petroleum products (CPP), heavy liquid cargoes such as CSS, UAN and molasses as well as all typesof dry bulk products. The three CLEANBU vessels were delivered 10 January, 29 July and 20 September 2019.

Segment reporting includes financials for the two segments from delivery of the first CLEANBU vessel in January 2019. In 2018, the Group had only one segment and information on segment performance is found for the combination carriers segment and thus is equal to the Income Statement, Statement of Financial Position and Cash flow statement.

Operating profit/EBIT 4 247 (104) 4 143
Total operating expenses (9 134) (3 294) (12 428)
Other operating and administrative expenses (128) (50) (179)
Ordinary depreciation (2 807) (814) (3 621)
Tonnage tax (20) (4) (24)
Group administrative services (748) (293) (1 041)
Operating expenses, vessels (5 431) (2 132) (7 563)
Total operating revenue 13 381 3 190 16 571
Voyage expenses (17 013) (951) (17 964)
Operating revenue, vessels 30 394 4 141 34 535
(USD'000) CABU CLEANBU Total
Q3 2019
Operating income and operating expenses per segment

Reconciliation of average revenue per onhire day

Q3 2019
(USD'000) CABU CLEANBU Total
Net revenues from operations of vessels 13 381 3 190 16 571
IFRS 15 adjustment* (271) (83) (354)
Net revenue ex IFRS adjustment 13 110 3 107 16 217
Onhire days 758 136 895
Average revenue per onhire day (\$/d) 17 287 22 802 18 127

Reconciliation of opex per day Q3 2019

(USD'000) CABU CLEANBU Total
Operating expenses, vessels 5 431 2 132 7 563
Leasing cost previously presented as opex 151 21 172
Start up cost CLEANBU vessels - (647) (647)
Operating expenses, vessels adjusted 5 582 1 506 7 088
Operating days 828 165 993
Opex per day (\$/d) 6 741 9 126 7 138
Operating profit/EBIT 10 367 (3 183) 7 185
Total operating expenses (27 624) (7 695) (35 317)
Other operating and administrative expenses (677) (233) (910)
Ordinary depreciation (7 732) (1 809) (9 541)
Tonnage tax (87) (10) (97)
Group administrative services (2 843) (526) (3 369)
Operating expenses, vessels (16 285) (5 116) (21 401)
Total operating revenue 37 991 4 512 42 503
Voyage expenses (50 585) (2 109) (52 694)
Operating revenue, vessels 88 576 6 621 95 197
(USD'000) CABU CLEANBU Total
Q3 2019 YTD
Reconciliation of average revenue per onhire
day
Q3 2019 YTD
(USD'000) CABU CLEANBU Total
Net revenues from operations of vessels 37 991 4 512 42 503
IFRS 15 adjustment* (30) (83) (113)
Net revenue ex IFRS adjustment 37 961 4 429 42 390
Onhire days 2 353 246 2 599
Average revenue per onhire day (\$/d) 16 137 17 970 16 312
Q3 2019 YTD
(USD'000) CABU CLEANBU Total
Operating expenses, vessels 16 285 5 116 21 401
Leasing cost previously presented as opex 321 50 371
Start up cost CLEANBU vessels - (1 569) (1 569)
Operating expenses, vessels adjusted 16 606 3 597 20 202
Operating days 2 457 336 2 793
Opex per day (\$/d) 6 758 10 705 7 233

03 Revenue from contracts with customers

Disaggregated revenue information

Reconciliation of opex per day

The Group has income from COAs (1-3 years), spot voyages and TC trips. Set out below is the disaggregation of the Group's revenue from contracts with customers. Prior to acquisition of KCC Chartering AS (KCCC) in end March 2018, KCCC distributed its net revenue to the Group as variable time charter revenue.

Quarter ended YTD Year ended
Revenue types (USD'000) Classification 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Revenue from COAs Freight revenue 26 961 26 351 66 251 49 493 73 048
Revenue from spot voyages Freight revenue 7 506 2 069 28 297 5 815 11 237
Revenue from TC contracts Charter hire revenue 68 788 649 2 909 4 286
Revenue from TC contracts (KCC Chartering) Charter hire revenue - - - 13 349 13 253
Other revenue - - - 675 -
Total revenue, vessels 34 535 29 208 95 197 72 241 101 824

* IFRS 15 adjustment: Revenue recognized from load-to-discharge and not from discharge-to-discharge, resulting in higher volatility in revenues from month to month.

04 Vessels

Vessels
(USD '000) 30 Sep 2019 31 Dec 2018
Cost price 1.1 330 218 326 129
Delivery of newbuildings 155 847 -
Adjustment acquisition value newbuildings delivered - 2 515
Additions (mainly upgrading and docking of vessels) 3 793 1 574
Costprice end of period 489 858 330 218
Acc. Depreciation 1.1 163 181 146 341
Depreciation for the period 9 263 16 840
Acc. Depreciation end of period 172 444 163 181
Carrying amounts end of period* 317 414 167 037
*) carrying value of vessels includes dry-docking
No. of vessels 12 9
Useful life 25 20
Depreciation schedule Straight-line Straight-line

ADDITIONS

The CLEANBU vessels MV Barracuda and MV Barramundi were delivered from Jiangsu New Yangzi Shipbuilding Co. Ltd during the third quarter, respectively 29 July 2019 and 20 September 2019. The first CLEANBU vessel, MV Baru, was delivered in January 2019.

IMPAIRMENT ASSESSMENT

As per 30 September 2019, no impairment indicators are identified.

Carrying amounts end of period 1 872 -
Acc. Depreciation end of period 278 -
Depreciation 278 -
Acc. Depreciation 1.1 - -
Costprice end of period 2 150 -
Disposals (89)
Addition of right-of-use assets 546 -
Cost price 1.1 1 693 -
Right-of-use assets
(USD '000)
30 Sep 2019 31 Dec 2018

The Group adopted IFRS 16, Leases, with effect 1 January 2019. The new standard was applied using the modified retrospective method, see note 1.

The Group has leasing agreements related to satelite communication and IT equipment onboard the vessels. A lease liability and right-of-use assets have been presented for these contracts which previously were reported as operating expenses.

05 Newbuildings

The Group has five combination carrier newbuildings on order at Jiangsu New Yangzi Shipbuilding Co., Ltd in China with delivery scheduled in the period 2020-2021. The contracts include options for further six vessels. For information of delivered vessels, see note 4.

Bank loans have been secured for the first three newbuildings with delivery in 2020 (note 6).

Net carrying amount 47 058 59 877
Delivery of newbuilings (155 847) -
Other capitalized cost 7 853 2 108
Yard installments paid 134 220 19 151
Borrowing cost 954 867
Cost 1.1 59 877 37 751
(USD '000) 30 Sep 2019 31 Dec 2018

CAPITAL COMMITMENT

The commitments related to the five newbuildings are set out below.

Remaining installments at 30 September 2019
(USD '000)
2019 2020 2021 Total
Combination carriers 4 650 120 900 65 100 190 650
Total commitments newbuildings 4 650 120 900 65 100 190 650

06 Financial assets and liabilities

The below tables present the Group's financing arrangements as per 30 September 2019. During the third quarter of 2019 the Group made a total USD 31 million in drawdowns under the USD 105 million DNB/SEB term loan facility. The drawdown was made in connection with the delivery of the third newbuild vessel MV Barramundi.

(USD '000)
Mortgage debt Description Interest rate Maturity Carrying amount
Nordea/Danske Facility Term loan, USD 100 mill LIBOR + 2.3 % March 2022 89 013
DNB/SEB Facility Term loan, USD 105 mill LIBOR + 2.3 % December 2023 102 339
SEB/SR-Bank/SPV Facility Term loan/RCF, USD 90.75 mill LIBOR + 2.3 % October 2025 -
Capitalized loan fees (1 355)
Mortgage debt 30 September 2019 189 997
Bond loan (KCC03) Face value
NOK'000
Maturity Carrying amount
30 Sep 2019
USD'000
Original loan amount 300 000 27.05.2021 35 370
Exchange rate adjustment (2 369)
Capitalized expenses (222)
Bond loan 300 000 32 779
(USD '000) Fair value Carrying amount Carrying amount
Interest bearing liabilities 30 Sep 2019 30 Sep 2019 31 Dec 2018
Mortgage debt 174 416 174 416 96 163
Capitalized loan fees - (1 355) (417)
Intercompany interest bearing debt - - 36 000
Bond loan 33 404 35 370 -
Exchange rate adjustment bond loan - (2 369) -
Capitalized expenses bond loan - (222) -
Total non-current interest bearing liabilties 207 820 205 840 131 746
Mortgage debt, current 16 936 16 936 12 200
Overdraft facility (Secured) 2 676 2 676 2 172
Total interest bearing liabilities 227 432 225 452 146 118

MATURITY PROFILE TO FINANCIAL LIABILITIES AT 30 SEPTEMBER 2019

The table below summarises the maturity profile of the Group's financial liabilities based on contractual undiscounted payments. Interest bearing debt and unsecured debt includes interest payments and interest hedge.

Loan facilities to be refinanced during the next 12 months are included in <1 year.

COVENANTS

As per 30 September 2019, the Group is in compliance with all financial covenants. On Group level financial covenants relatesto minimum equity (USD 125 million), equity ratio (30%), and cash (USD 15 million). Financial covenants on KCC Shipowning Group level relates to minimum equity (USD 110 million) and equity ratio (30%), minimum cash (the higher of USD 10 million and 5 % of net interest-bearing debt) and net debt to operating profit of max 7x in 2020 and max 5x from 2021 onwards (no covenant in 2019, some facility agreements includes a loan margin adjustment based on net debt to operating profit ratio in 2019 and 2020). In addition, all secured loans contain minimum value clauses related to the value of the vessel compared to outstanding loan.

Financial assets
(USD '000) 30 Sep 2019 31 Dec 2018
Financial instruments at fair value through OCI
Interest rate swaps - 322
Forward freight agreements 333 970
Financial instruments at fair value through P&L
Forward freight agreements 504 -
Interest rate swaps 143 1 027
Financial assets 979 2 319
Current 679 464
Non-current 300 1 855
Financial liabilities
(USD '000) 30 Sep 2019 31 Dec 2018
Financial instruments at fair value through OCI
Cross-currency interest rate swap 202 -
Interest rate swaps 457 -
Fuel Hedge 348 918
FX Hedge (AUD/USD) 18 38
Financial instruments at fair value through P&L
Interest rate swaps 2 196 412
Cross-currency interest swap 2 385 -
Financial liabilities 5 606 1 368
Current 362 918
Non-current 5 244 450

07 Financial items

(USD '000) Quarter ended YTD Year ended
Finance income 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Interest received from related parties - - - - 114
Other interest income 502 180 1 641 625 927
Fair value changes interest rate swaps - 480 - 2 345 1 163
Fair value changes in FFA 99 - 504 - -
Gain on foreign exchange 1 953 10 1 480 - -
Other financial income 7 - 7 - -
Finance income 2 561 670 3 631 2 970 2 234
(USD '000) Quarter ended
YTD
Year ended
Finance cost 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Interest paid to related parties* - 642 202 963 1 605
Interest expenses mortgage debt 1 907 1 366 5 303 4 198 5 366
Interest expenses bond loan 563 - 1 530 - -
Interest expenses bond loan 25 - 69 - -
Amortization capitalized fees mortage debt 89 - 243 - 228
Other financial expenses - 26 69 98 135
Loss on foreign exchange - - - - 40
Fair value changes interest rate swaps 2 577 - 4 539 - -
Finance cost 5 159 2 034 11 955 5 259 7 374

*Interests on shareholder loan settled in January 2019.

Dividends of USD 0.5 million were paid to the shareholders in September.

Quarter ended YTD Year ended
USD'000 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
G&A fee to Klaveness AS 559 628 1 789 1 121 1 966
Commercial management fee to Klaveness AS 407 204 1 333 1 366 1 349
Project management fee to Klaveness AS - - - 107 107
Travel expenses and operating cost reinvoiced from Klaveness AS 74 - 246 - 195
Group commercial and administrative services 1 041 832 3 369 2 594 3 617
Quarter ended YTD Year ended
USD'000 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Technical management fee to KSM* (reported as part of opex) 685 517 2 009 1 510 2 099
Crewing agency fee to KSM* (reported as part of opex) 245 159 700 566 746
Supervision fee to Klaveness AS (capitalised on newbuildings) 455 434 583 1 433 1 937
Interest cost to related parties (Klaveness Ship Holding AS) - 642 202 963 1 605
Interest income from related parties - - - 144 144
Total other transactions with related parties 1 384 1 752 3 495 4 617 6 531

* KSM refers to Klaveness Ship Management AS

10 Events after the balance sheet date

On 7 November, 2019 the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 0.5million. There are no other events after the balance sheet date that have material effect on the financial statement as of 30 September 2019.

11 Reconciliation of alternative performance measures

Non-GAAP financial alternative performance measures (APM) that are used in the third quarter report are consistent with those used in the second quarter report. Description and definitions of such measures are to be found in Klaveness Combination Carriers 2nd quarter report 2019, Note 11 (page 23) which was published on the company's homepage: https://www.combinationcarriers.com/investor-relations/#reports-presentation.

Reconciliation of EBITDA and EBITDA adjusted Quarter ended YTD Year ended
USD'000 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Net revenues from operations of vessels 16 571 13 392 42 503 41 413 56 393
Operating expenses, vessels (7 563) (5 719) (21 401) (15 729) (21 599)
Group commercial and administrative services (1 041) (832) (3 369) (2 594) (3 618)
Tonnage tax (24) (27) (98) (103) (119)
Other operating and administrative expenses (179) (28) (910) (144) (300)
EBITDA 7 764 6 786 16 726 22 842 30 757
Start up costs CLEANBU vessels 647 - 1 569 - -
EBITDA adjusted 8 411 6 786 18 295 22 842 30 757
EBITDA 7 764 6 786 16 726 22 842 30 757
Depreciation (3 621) (4 110) (9 541) (12 383) (16 840)
EBIT 4 143 2 676 7 185 10 459 13 917
Start up costs CLEANBU vessels 647 - 1 569 - -
EBIT adjusted 4 790 2 676 8 755 10 459 13 917
Reconciliation of average revenue per onhire day (TCE earnings) Quarter ended YTD Year ended
USD'000 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Net revenues from operations of vessels 16 571 13 392 42 503 41 413 56 393
Offhire compensation - - - (675) (675)
IFRS 15 adjustment* (354) (303) (113) 276 373
Net revenue ex IFRS adjustment 16 217 13 089 42 390 41 014 56 091
Onhire days
Average revenue per onhire days (\$/d) (TCE earnings)
895
18 127
823
15 904
2 599
16 312
2 443
16 790
3 224
17 398
Reconciliation of opex per day Quarter ended YTD Year ended
USD'000 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Operating expenses, vessels 7 563 5 719 21 401 15 729 21 599
Leasing cost previously presented as opex 172 371
Start up costs CLEANBU vessels (647) - (1 569) - -
Operating expenses, vessels adjusted 7 088 5 719 20 203 15 729 21 599
Operating days 993 828 2 793 2 457 3 285
Opex per day (\$/d) 7 138 6 906 7 233 6 402 6 575
Reconciliation of total assets to capital employed and return on
capital employed (ROCE) calculation.
Quarter ended YTD YTD Year ended
USD'000 30 Sep 2019 30 Sep 2018 30 Sep 2019 30 Sep 2018 31 Dec 2018
Total assets 453 002 287 508 453 002 287 508 333 859
Total liabilities 241 605 152 982 241 605 152 982 155 773
Total equity 211 397 131 700 211 397 131 700 178 086
Total interest-bearing debt 225 451 142 777 225 451 142 777 146 118
Capital employed 436 848 274 477 436 848 274 477 324 204
EBIT adjusted annualised 19 160 10 704 17 509 20 918 13 917
ROCE adjusted 4 % 4 % 4 % 8 % 4 %

* IFRS 15 adjustment: Revenue recognized from load-to-discharge and not from discharge-to-discharge, resulting in higher volatility in revenues from month to month.

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