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Fjord Defence Group ASA

Earnings Release Feb 28, 2018

3569_rns_2018-02-28_d6b409ac-591b-49b5-884e-b44790394c2e.pdf

Earnings Release

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Songa Bulk ASA Financial Report Q4 2017

SONGA BULK 3
FOURTH QUARTER 2017 HIGHLIGHTS 3
FOURTH QUARTER 2017 EVENTS 3
FOURTH QUARTER 2017 RESULTS 4
THE FLEET 5
MARKET 6
DRY BULK MARKET IN Q4 2017 6
OUTLOOK AND STRATEGY 7
FORWARD-LOOKING STATEMENTS 7
RISK FACTORS 8
MAIN RISK FACTORS 8
FINANCIAL INFORMATION 9
CONDENSED STATEMENT OF COMPREHENSIVE INCOME 9
CONDENSED STATEMENT OF FINANCIAL POSITION 10
CONDENSED STATEMENT OF CHANGES IN EQUITY 11
CONDENSED STATEMENT OF CASH FLOWS 12
NOTES 13

SONGA BULK

Fourth Quarter 2017 Highlights, Events, Results and Fleet

FOURTH QUARTER 2017 HIGHLIGHTS

The Company's (Songa Bulk ASA with subsidiaries) net result in Q4 2017 increased compared to Q3 2017 as the Company took delivery of three vessels in the current quarter and vessels were chartered out on higher time charter (TC) rates. The highlights below are a comparative summary of Q4 2017 versus Q3 2017.

  • EBITDA was \$6.7 million in Q4 2017, compared to \$2.5 million in Q3 2017. Included in EBITDA for Q4 2017 is gain on sale of vessel, amounting to \$2.0 million.
  • Average time charter equivalent (TCE1 ) in Q4 2017 was \$10 391 per day, compared to \$9 069 per day in Q3 2017.
  • Total time charter equivalent earnings1 were \$12.2 million in Q4 2017, up from \$8.1 million in Q3 2017.
  • Net profit was \$3.0 million (\$0.085 per share) in Q4 2017, compared to a net loss of \$0.7 million (\$0.020 per share) in Q3 2017.
  • Total operating days1 were 1 190 in Q4 2017, while operating days in Q3 2017 were 903.
  • Net ship operating expenses (OPEX1 ) in Q4 2017 were \$5 585 per day, compared to \$5 178 per day in Q3 2017. For the full year 2017 OPEX were \$5 294 per day.
  • Cash break-even per vessel in Q4 2017, calculated on the basis of a fully delivered fleet of 15 vessels, was \$7 505 per day.
  • The Board of Directors will propose to pay a dividend of \$0.10 per share, subject to approval by the shareholders in an extraordinary general meeting.

FOURTH QUARTER 2017 EVENTS

VESSEL DELIVERIES:

  • On 10 October 2017, the Company took delivery of a Kamsarmax bulk carrier, the Songa Moon. The purchase price of \$20.50 million was paid during the third quarter 2017. The vessel was built at Tsuneishi in 2012 and has a deadweight of 82 188 tons.
  • On 15 November 2017, the Company took delivery of a Kamsarmax bulk carrier, the Songa Hirose. The purchase price was \$19.20 million, of which \$3.84 million was paid during the third quarter 2017 and \$15.36 million during the fourth quarter 2017. The vessel was built at Sanoyas in 2011 and has deadweight of 83 494 tons.
  • On 27 November 2017, the Company took delivery of a Kamsarmax bulk carrier, the Songa Sky. The purchase price was \$18.28 million, of which \$3.66 million was paid during the third quarter 2017 and \$14.62 million during the fourth quarter 2017. The vessel was built at Universal Shipbuilding in 2010 and has a deadweight of 81 466 tons.

VESSEL SALE:

  • On 17 October 2017, the Company delivered the Supramax bulk carrier Songa Marlin to its new owners. The sales price was \$13.80 million, and the recognized gain in fourth quarter 2017 was \$2.0 million. The vessel was built at Tsuneishi Zhoushan in 2009 and has a deadweight of 58 693 tons.

1 Please see Note 8

SUBSEQUENT EVENTS:

  • The Capesize bulk carrier Songa Claudine was delivered 25 January 2018. The difference between the purchase price and deposit paid, \$27.45 million, was settled on delivery of the vessel.

FOURTH QUARTER 2017 RESULTS

in \$ thousands
Financial performance Q4 2017 Q3 2017
Operating revenue 13 880 8 118
Other operating income (-expenses) 283 -37
Operating expenses 9 715 7 333
Operating profit 4 448 748
Net profit (-loss) 3 049 -716
Earnings per share, \$ per share 0.085 -0.020
Financial position 31 December 2017 30 September 2017
Total assets 316 888 314 327
Cash and cash equivalents 41 017 60 338
Total equity 174 171 171 834
Cash flow statement Q4 2017 Q3 2017
Net cash flow from operating activities 2 475 743
Net cash flow used in investing activities -20 929 -112 727
Net cash flow from financing activities -867 62 871

Financial performance

The Company increased operating profit by \$3.7 million, from \$0.7 million in Q3 2017 to \$4.4 million in Q4 2017. The Company reports a net profit of \$3.0 million in Q4 2017, compared to a net loss in Q3 2017 of \$0.7 million. The Company sold one vessel in Q4 2017 with a recognized gain of \$2.0 million. In addition, delivery of three more vessels led to an increase in operating days which contributes positively on net profit.

Operating revenue increased from \$8.1 million in Q3 2017 to \$13.9 million in Q4 2017. During Q4 2017, the Company took delivery of three vessels, adding to the twelve vessels previously delivered. TC out days2 increased from 891 in Q3 2017 to 1 173 in Q4 2017. TCE was \$10 391 per day in Q4 2017, compared to \$9 069 per day in Q3 2017.

Due to the fleet growth in Q4 2017, the operating expenses were \$9.7 million compared to \$7.3 million in Q3 2017. The rise in operating expenses relates mainly to ship operating expenses and depreciation, since operating days increased from 903 in Q3 2017 to 1 190 in Q4 2017.

Net financial expenses were \$2.1 million in Q4 2017, up from net financial expenses of \$1.5 million in Q3 2017. Q4 2017 was the first quarter where interests were calculated on the entire bond amount for a full quarter, which explains the increase in financial expenses.

Financial position

The Company's total assets amounted to \$316.9 million at 31 December 2017, up from \$314.3 million at 30 September 2017. Non-current assets, which comprise of vessels delivered, held for sale and paid deposits on vessels for future deliveries, increased from \$232.7 million at 30 September 2017 to \$269.8 million at 31 December 2017. This was mainly due to the Company's net fleet growth of two vessels.

Total equity and total interest-bearing debt were stable during the quarter.

2 Please see Note 8

Cash flow

Net cash flow from operating activities was \$2.5 million in Q4 2017. Net cash flow from financing activities was - \$0.9 million. \$20.9 million were used in investment activities this quarter, being the net spend on purchase and sale of vessels. Net change in cash and cash equivalents from 30 September 2017 to 31 December 2017 was -\$19.3 million. Cash and cash equivalents at the end of Q4 2017 were \$41.0 million.

THE FLEET

By the end of the fourth quarter 2017, the fleet consisted of 14 bulk carriers:

Vessel Name Ex Name Type DWT Built Yard
Songa Glory Equinox Glory Supramax 58 680 2012 Nantong Cosco
Songa Wave Xing Fu Hai Ultramax 61 491 2017 Dalian Cosco
Songa Delmar Delmar Kamsarmax 81 501 2011 Hyundai Samho HI
Songa Devi Goddess Santosh Devi Kamsarmax 81 918 2014 Tsuneishi Japan
Songa Flama Flama Kamsarmax 80 448 2011 STX South Korea
Songa Genesis Maverick Genesis Kamsarmax 80 705 2010 STX South Korea
Songa Grain Nord Navigator Kamsarmax 82 672 2008 Tsuneishi Japan
Songa Hadong Hanjin Hadong Kamsarmax 82 158 2012 Tsuneishi Japan
Songa Hirose Harbor Hirose Kamsarmax 83 494 2011 Sanoyas
Songa Maru Ten Maru Kamsarmax 82 687 2008 Tsuneishi Zhoushan
Songa Moon Atlantic Moon Kamsarmax 82 188 2012 Tsuneishi Japan
Songa Sky Midland Sky Kamsarmax 81 466 2010 Universal Shipbuilding
Songa Mountain Mount Meru Capesize 179 147 2009 Hyundai HI Korea
Songa Opus Golden Opus Capesize 180 716 2010 STX South Korea

Total TC out days during fourth quarter 2017, were 1 173 days. There were 11 handover days in Q4 2017. Handover days is the time from delivery of the vessels to the Company until vessels delivery to charterers.

At the date of this report, the Company has acquired 16 vessels of which all have been delivered and 1 vessel (Songa Marlin) has been sold.

MARKET

Market, Outlook, Strategy and Forward-Looking Statements

DRY BULK MARKET IN Q4 2017

The positive development witnessed during the third quarter of 2017 continued through the last quarter of 2017. Strong demand for all major bulk commodities combined with increased sailing distances and more waiting time in port contributed favourably. This combined with a slower pace of newbuilding deliveries ensured higher utilization of the dry bulk fleet and subsequent higher earnings.

Again, the biggest impact was on the bigger sizes where cape spot rates peaked in the middle of December at USD 30 475 per day. The average spot rate for the fourth quarter was USD 22 995 an improvement of 57% compared with the previous quarter. Panamax and Supramax also witnessed improved levels although at a lesser pace with quarterly gains of around 17% and 16% respectively.

China imported a total of 258 million tons of iron ore during fourth quarter 2017. This was slightly below the previous quarter, however, in terms of ton mile demand this was more than compensated for by increased Brazilian exports which reached the highest quantity ever during this quarter. Same picture was witnesses on coal with healthy increase in US and Colombian exports to the Far East.

Grain shipments from the major export countries was just 1 million tons short of the third quarter figure mainly due to delay in the shipments from the US. However, the year on year increase posted a solid gain of 9,4%.

Below are the average Q4 TC spot rates per day gross compared with the previous quarter:

  • Supramax (SM6TC): \$10 742 per day in Q4 compared to \$9 243 in Q3
  • Panamax (PC4TC): \$11 924 per day in Q4 compared to \$10 135 in Q3
  • Capesize (CS5TC): \$22 995 per day in Q4 compared to \$14 654 in Q3

Q4 represented another period of very modest fleet growth with only 1.7 million dwt added to the fleet. This was less than half of the rate compared to the previous quarter. Overall the dry bulk fleet grew by 3,1 % in 2017 of which more than 75% was delivered during first half year.

Compared to the previous quarter, Q4 demand grew by 3.1 %. Year on year growth was about 4.7%. The utilization rate of the dry bulk fleet gained another 2% and reached 86,1% during the quarter. Looking into the main commodities, this can be broken down as follows:

  • Iron ore: + 2.5% compared to the previous quarter and + 1,8% year on year
  • Coal: + 0,3% compared to the previous quarter and + 3.9% year on year
  • Grain / soya: 0.9% compared to the previous quarter and + 9.3% year on year
  • Others: + 0.7% compared to the previous quarter and + 4.6% year on year

Despite the positive development in freight earnings, vessel values are still lagging behind. Supramaxes have seen more buying interest which has pushed secondhand price marginally up. Panamaxes/Kamsarmaxes are basically unchanged whereas capesize values have dropped slightly.

A five-year-old Supramax (56 000 dwt) was worth \$17.0 million by the end of fourth quarter compared to \$16.5 million at the end of third quarter.

A five-year-old Panamax (76 000 dwt) was worth \$18.5 million by the end of fourth quarter unchanged from the previous quarter.

A five-year-old Capesize (180 000 dwt) was worth \$33.0 million at the end of fourth quarter, a drop of USD 1.0 million from the previous quarter.

More ordering has taken place and the overall order book now stands around 9.6% of the existing fleet. This is still very low seen in a historic perspective.

OUTLOOK AND STRATEGY

From the time of the startup of the Company through the initial equity raise back in November 2016 the pronounced strategy was to actively manage the cyclicality of the dry bulk market by investing at historically low levels and subsequently focus on returning capital to shareholders through asset sales and/or dividends as the market recovers. Further it was stated that Songa Bulk should use the first 12 months to invest in modern and liquid assets through a lean and low cost management structure.

Following the delivery of three kamsramaxes during fourth quarter of 2017, the sale of one supramax same quarter plus the delivery of one capesize in January 2018 the Company is pleased with the composition of its fleet for now.

It was important for Songa Bulk to put money at work sooner than initially anticipated due to the fact the market improved at a steady pace and with greater strength than most analysts following the dry bulk market forecasted.

During 2017 demand growth surprised on the upside and outperformed supply growth with a healthy premium and was the main reason for the fundamental change

With a sailing fleet of 15 vessels with an average age of seven years, Songa Bulk is well positioned with its robust business model and low cash break even. For 2018 the cash breakeven is estimated to be around \$7 350 per day. This includes Opex, G&A and interest expenses, but does not include dry dockings.

The chartering strategy was initially to employ the majority of the fleet at fixed TC rates for short to medium periods with duration up to a year. Given the improved market environment Songa Bulk has gradually increased its spot exposure.

Out of the 15 vessels, 3 vessels are employed on index related rates, with two more entering the same scheme in March/April this year. In addition, the 3 Capesizes are all employed trading spot in the CCL Pool.

For the first quarter of 2018 the Company has covered 82% of its original capacity at an average rate of \$10 830 net per day. From second quarter onwards Songa Bulk has limited coverage.

The focus going forward will be on earnings rather than growth unless there are accretive opportunities.

FORWARD-LOOKING STATEMENTS

Forward-looking statements presented in this report are based on various assumptions. The assumptions were reasonable when made, but are subject to uncertainties and contingencies that are difficult or impossible to predict. Songa Bulk ASA cannot give assurances that expectations regarding the outlook will be achieved or accomplished.

RISK FACTORS

Risk Factors

MAIN RISK FACTORS

The Company is through its operations exposed to a variety of market, operational and financial risks.

The most significant risk for the Company is the market risk related to the cyclical dry bulk market. Changes in national and international economic conditions, including for example interest rate levels, inflation, employment levels, may influence the valuation of real and financial assets. In turn, this may impact the demand for goods, services and assets globally and thereby the macro economy. The current macroeconomic situation is uncertain and there is a risk of negative developments. Such changes and developments – none of which will be within the control of the Company – may negatively impact the Company's investment activities, realization opportunities and overall investor returns.

The demand for, and the pricing of the underlying assets are outside of the Company's control and depend, among other things, on the global economy, the global trade growth, as well as the prices of oil and gas. On the supply side there are uncertainties tied to the ordering of new vessels and scope of future scrapping. The actual residual value of the vessels in the underlying investments, and/or their earnings after expiration of the fixed contract terms, may be lower than the Company estimates.

In view of operational risk, the Company is considering different factors such as misdelivery of cargoes, cargo claims, off hire due to technical reasons, as well as arrests and/or hijacking of vessels. However, the Company is taking measures to minimize the exposure and the probability of such risks.

The Company is exposed to credit risk and time charter contract risk in the case that receivables from customers and other parties are not paid and time charter contracts are early terminated. The customers are in general large companies with excellent credit rating. For new customers, a credit evaluation is performed.

Liquidity risk may arise if the Company is not able to pay its financial obligations at due date. The Company applies cash flow forecasting to ensure that the activities are adequately financed at all times. Cash flows from operations and from financing activities are considered sufficient to settle all financial obligations.

FINANCIAL INFORMATION

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

in \$ thousands Note Q4 2017 YTD Q4 2017 Q4 2016 /
YTD Q4 2016
(Unaudited) (Unaudited) (Audited)
Voyage charter revenue 670 1 577 -
Time charter revenue 11 236 24 822 117
Gain from sale of vessels and other revenue 1 975 2 036 -
Total operating income 13 880 28 435 117
Other operating income (-expenses) 283 246 -
Voyage expenses - 220 45
Ship operating expenses 6 887 16 629 117
General and administrative expenses 620 2 488 779
Depreciation 3 2 208 5 450 37
Total operating expenses 9 715 24 787 978
Operating profit (-loss) 4 448 3 894 -861
Interest income 190 562 24
Interest expenses -2 305 -3 967 -3
Other financial income (-expenses) 5 -94 -325
Net financial income (-expenses) -2 110 -3 500 -304
Profit (-loss) before taxes 2 338 394 -1 165
Tax expense -712 - 870
Net profit (-loss) 3 049 394 -2 036
Total comprehensive income (-loss) 3 049 394 -2 036
Basic and diluted earnings – \$ per share 0.085 0.012 -0.349

CONDENSED STATEMENT OF FINANCIAL POSITION

in \$ thousands Note 31 December 2017 31 December 2016
(Unaudited) (Audited)
Vessels 266 775 11 108
Deposit vessels 3 055 3 855
Total non-current assets 3 269 830 14 963
Inventories 2 233 26
Trade receivables 1 312 3
Other receivables 2 496 133
Cash and cash equivalents 41 017 57 688
Total current assets 47 058 57 850
TOTAL ASSETS 316 888 72 813
Share capital 21 620 9 085
Share premium 153 619 63 756
Other paid-in capital 574 400
Retained earnings -1 642 -2 036
Total equity 4 174 171 71 205
Interest-bearing debt 6 136 776 -
Financial liabilities at fair value through profit or loss 490 327
Total non-current liabilities 137 266 327
Trade payables 1 745 682
Income taxes payable - 393
Other liabilities 3 706 206
Total current liabilities 5 451 1 281
Total liabilities 142 717 1 608
TOTAL EQUITY AND LIABILITIES 316 888 72 813

CONDENSED STATEMENT OF CHANGES IN EQUITY

in \$ thousands Share
capital
Share
premium
Other paid-in
capital
Retained
earnings
Total equity
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Incorporation 3 - - - 3
Share issuance 9 082 65 188 - - 74 270
Share issuance costs - -1 432 - - -1 432
Warrants issued to employees - - 400 - 400
Net loss - - - -2 036 -2 036
Equity 31 December 2016 9 085 63 756 400 -2 036 71 205
Share issuance 12 535 92 711 - - 105 246
Share issuance costs - -2 848 - - -2 848
Warrants issued to employees - - 174 - 174
Net loss - - - 394 394
Equity 31 December 2017 21 620 153 619 574 -1 642 174 171

CONDENSED STATEMENT OF CASH FLOWS

in \$ thousands YTD Q4 2017 YTD Q4 2016
(Unaudited) (Audited)
Profit (-loss) before taxes 394 -1 166
Depreciation 5 450 37
Gain on sale of vessel -1 968 -
Change in inventories -2 207 -26
Net change in trade receivables/payables -247 679
Employee benefit expenses in connection with issuance of warrants 174 400
Change in financial liabilities at fair value through profit or loss 163 327
Net change in other current items 1 454 -404
Net cash flow from operating activities 3 214 -153
Sale of vessel 13 615 -
Purchase of vessels -268 512 -10 000
Paid deposit on vessels -3 055 -3 855
Dry-docking paid -397 -
Net cash flow used in investment activities -258 349 -13 855
Proceeds from share issuance 105 246 73 129
Share issuance costs -2 848 -1 432
Proceeds from issuance of debt 137 625 -
Debt issuance costs -1 559 -
Net cash flow from financing activities 238 464 71 697
Net change in cash and cash equivalents -16 671 57 688
Cash and bank deposits at beginning of period 57 688 -
Cash and bank deposits at end of period 41 017 57 688

NOTES

Note 1 Accounting policies

These interim financial statements are prepared in accordance with IAS 34 Interim Financial Reporting.

The condensed consolidated interim financial reporting should be read in conjunction with the annual financial statements for the year ended 31 December 2016, which have been prepared in accordance with IFRS, as adopted by the EU.

New accounting policies since annual financial statements

Interest-bearing debt

Interest-bearing debt is initially recognized at its fair value less transaction costs. After initial recognition, interest-bearing debt is measured at amortized cost using the effective interest method.

Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortized while they are classified as held for sale.

Other income (expenses)

Net income as a result of the revenue sharing agreement for the Capesize vessel is presented as other operating income (expenses).

New or amendments to standards

The following new or amendments to standards and interpretations have been issued and become effective during the current period. These include:

  • Amendments to IAS 12 Income taxes regarding recognition of deferred tax assets for unrealised losses, for periods beginning on or after 1 January 2017
  • Amendments to IAS 7 Cash flow statements, for periods beginning on or after 1 January 2017

The above pronouncements did not have a material impact on the financial statements of the Company, beyond disclosures.

The following new or amendments to standards and interpretations have been issued and become effective in years beginning on or after 1 January 2018, assuming European Union adoption. The Company is evaluating the impact of these changes on the financial statements of the Company:

  • IFRS 15 – Revenue from contracts with customers, for periods beginning on or after 1 January 2018. The current practice of recognizing revenue on a discharge-to-discharge basis is not in line with IFRS 15. The model for recognition is likely to be that revenue is to be recognized on a load-to-discharge basis, with voyage expenses incurred prior to loading to be capitalized as mobilization costs and amortized over the associated period for which revenue is recognized, whilst voyage expenses incurred as repositioning for non-committed freight contract to be expensed as incurred. The voyage charter to which voyage charter revenue was earned in Q3 2017 will be completed prior to year-end and the expectation is that the vessel will be employed on time charter. When contracts begin and complete in the same period there is no effect on adoption of IFRS 15. The

expectation is that if all vessels are on time charter during and at the period end Q4 2017, there will not be any effect on adoption of IFRS 15.

  • IFRS 9 Financial instruments, for periods beginning on or after 1 January 2018
  • IFRS 16 Leases, for periods beginning on or after 1 January 2019

Note 2 Segment information

The Company operates within one single segment, which is the shipping dry-bulk segment.

Note 3 Non-current assets

in \$ thousands Q4 YTD Q4 2016
2017 2017
Closing balance previous period total non-current assets 232 740 14 963 -
Purchase price vessels delivered in the period 59 493 272 375 11 145
Paid deposits previous periods on vessels delivered in the period -11 595 -3 855 -
Paid deposits on vessels for delivery in future periods 3 055 3 055 3 855
Book value of vessels sold in the period -11 655 -11 655 -
Dry-docking in the period - 397 -
Depreciation in the period -2 208 -5 450 -37
Closing balance total non-current assets 269 830 269 830 14 963

As of 31 December 2017, the Company is the owner of a total of fourteen bulk carrier vessels. During fourth quarter 2017, the Company took delivery of three vessels and entered into a memorandum of agreement for the purchase of one more bulk carrier vessel. The vessel was delivered in first quarter of 2018.

In fourth quarter 2017, the Company sold one vessel. The recognized gain from the sale was \$2.0 million which is classified as other revenue.

As of 31 December 2017, management has assessed impairment indicators and concluded that there are no impairment indicators for any vessel.

Note 4 Share capital and shareholders

As of 31 December 2017, the Company's share capital consists of 35 860 000 shares, each at a nominal value of \$0.60 (NOK 5). All issued shares are fully paid.

In a board meeting on 31 January 2017, the Board of Directors resolved to issue 1 000 000 new shares under a proxy from the general meeting. Total gross proceeds from the share issuance were \$5 million. It was also resolved to issue 75 000 warrants to the founding shareholders. For further information, see note 5.

In an extraordinary general meeting on 17 February 2017, it was resolved to issue 20 000 000 new shares. Total gross proceeds from the share issuance were \$100.2 million (the subscription price was fixed at NOK 42 per share). It was also resolved to issue 325 000 warrants to the founding shareholders. For further information, see note 5.

Note 5 Warrants

In connection with the two share issuances taking place in first half year 2017, as mentioned in note 4, warrants have been granted to the founding shareholders. Warrants are granted under the same warrant agreement as mentioned in note 8 to the annual report.

Tranche 1 Tranche 2 Tranche 3
Value Value Value Value Value Value
per per per per per per
No of warrant warrant No of warrant warrant No of warrant warrant
Share issue warrants (NOK) (USD) warrants (NOK) (USD warrants (NOK) (USD)
4 November 2016 201 094 5.87 0.72 201 094 5.84 0.71 201 094 4.54 0.56
31 January 2017 13 750 7.53 0.90 13 750 7.87 0.94 13 750 6.37 0.76
17 February 2017 59 583 6.85 0.82 59 583 6.99 0.84 59 583 5.52 0.66

Granted warrants as at 31 December 2017 to shareholders that are also employed by the Company:

Valuation date is on the date of the respective share issuance. Subscription price is NOK 40.89 for warrants issued on 4 November 2016, NOK 41.63 for warrants issued on 31 January 2017 and NOK 42.00 for warrants issued on 17 February 2017. Warrants are accounted for as employee benefit expenses with a corresponding increase in equity. Total recognized amount in 2017 was \$174 thousand, the amount in fourth quarter 2017 was \$0.

Tranche 1 Tranche 2 Tranche 3
Value Value Value Value Value Value
per per per per per per
No of warrant warrant No of warrant warrant No of warrant warrant
Share issue warrants (NOK) (USD) warrants (NOK) (USD warrants (NOK) (USD)
4 November 2016 164 531 6.48 0.79 164 531 6.29 0.79 164 531 5.18 0.63
31 January 2017 11 250 6.24 0.76 11 250 6.26 0.76 11 250 4.88 0.59
17 February 2017 48 750 6.13 0.75 48 750 6.12 0.75 48 750 4.74 0.58

Granted warrants as at 31 December 2017 to shareholder that is not employed by the Company:

Valuation date is 31 December 2017. These warrants are recognized as financial liabilities, since the strike price is not in the functional currency of the entity, and valued at fair value through profit or loss. The fair value of all issued warrants to shareholder not employed by the Company as of 31 December 2017, was \$490 thousand. The recognized net expense in 2017 was \$163 thousand. The amount in Q4 2017 was an expense of \$7 thousand. The items are classified as other financial income.

Note 6 Interest-bearing debt

On 30 May 2017, the Company issued a \$75 million senior secured bond with a total borrowing limit of \$150 million. The bond has floating interest rate, of LIBOR plus a margin of 4.50%. Settlement was 13 June 2017 and the bond shall be repaid in full on the maturity date which is 13 June 2022.

On 23 August 2017, the Company completed a tap issue of \$45 million. The total nominal amount outstanding in the bond following the tap issue will be \$120 million of the borrowing limit of \$150 million. The bond has a floating interest rate of LIBOR plus a margin of 4.50%, and the final maturity is 13 June 2022.

On 29 September 2017, the Company completed a tap issue of \$18 million. The total nominal amount outstanding in the bond following the tap issue will be \$138 million of the borrowing limit of \$150 million. The bond has a floating interest rate of LIBOR plus a margin of 4.50%, and the final maturity 13 June 2022.

in \$ thousands 31 December 31 December
2017 2016
Nominal value of issued bond 138 000 -
Debt issuance cost -1 224 -
Interest-bearing debt 136 776 -

The following financial covenants exist under the bond terms:

  • Vessel Loan to Value ratio shall at all times be below 75.0%
  • The liquidity of the Company shall at all times exceed the sum of the interest payments falling due on the four following interest payment dates (interest payments are quarterly).

In addition, the earliest distribution is in 2018. Distribution is permitted if the Vessel LTV Ratio is below 50% and is also limited to the Issuer's consolidated adjusted net Profit of the previous calendar year. Depreciation made on the vessels and sale of vessels is not included in adjusted net Profit.

Note 7 Financial instruments

Set out below is a comparison by category for carrying amounts and fair values of all of the Company's financial instruments that are carried in the financial statements. The estimated fair value amounts of the financial instruments have been determined using appropriate market information and valuation techniques.

31 December 2017 31 December 2016
In USD Carrying amount Fair value Carrying amount Fair Value
Financial assets:
Trade receivables 1 312 1 312 3 3
Other receivables* 1 741 1 741 78 78
Cash and cash equivalents 41 017 41 017 57 688 57 688
Financial liabilities:
Interest-bearing debt** 138 000 138 000 - -
Financial liabilities at fair value through
profit or loss 490 490 327 327
Trade payables 1 745 1 745 682 682
Income taxes payable - - 393 393
Other current liabilities* 2 665 2 665 115 115

*The difference between the balance sheet item other receivables and other receivables in the table above is prepaid expenses which are not considered a financial instrument. The difference between the balance sheet item other current liabilities and other current liabilities in the table above is prepaid revenues which are not considered a financial instrument.

**The difference between the balance sheet item Interest-bearing debt and the table above is the debt issuance costs as detailed in note 6.

Fair value estimation

The different levels for fair value estimation have been defined as follows:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Unobservable input for the asset or liability

Fair value equals carrying value for all financial instruments. Cash and cash equivalents are valued at level 1, Financial liabilities at fair value through profit or loss, which are warrants issued to shareholder, are valued at level 3.

Note 8 Alternative performance

Financial performance Q4 2017 Q3 2017
Time charter equivalent revenue1
, \$ in thousands
12 189 8 081
Time charter out days (TC Out days2
)
1 173 891
Time charter equivalent (TCE3
), \$ per day
10 394 9 069
Net ship operating expenses4
, \$ in thousands
6 646 4 676
Operating days5 1 190 903
Net ship operating expenses per day (OPEX6
), \$ per day
5 585 5 178

1 Time charter equivalent revenue is voyage charter revenue, time charter revenue and other operating income ( expenses).

2 Time Charter Out days (TC Out days) are calculated on a vessel by vessel basis and represent operating days less handover days, dry-dock and unscheduled repairs.

3 Time Charter Equivalent (TCE) is calculated by dividing time charter equivalent revenue by TC Out days during a reporting period.

4 Net Ship Operating Expenses are the ship operating expenses less startup costs and tonnage tax. Startup costs are expenses related to delivery of new vessels, which cannot be activated.

5 Operating days are the number of days calculated from the day the Company takes delivery of the vessel, until end of the reporting period.

6Net Ship Operating Expenses per day (OPEX) is calculated by dividing net ship operating expenses by operating days during a reporting period.

Note 9 Related party transactions

The Company has purchased corporate services from Arne Blystad AS under the corporate service agreement as mentioned in the annual report for 2016.

The Company has purchased technical management services from Songa Shipmanagement Ltd for the vessel Songa Maru under the technical management agreement as mentioned in the annual report for 2016. In addition, the Company has entered into technical management agreements with Songa Shipmanagement Ltd for the rendering of technical management services for the vessels Songa Genesis, Songa Marlin, Songa Delmar, Songa Hadong, Songa Opus, Songa Devi, Songa Mountain, Songa Sky and Songa Claudine.

Note 10 Subsequent events

The Capesize bulk carrier Songa Claudine was delivered 25 January 2018. The difference between the purchase price and deposit paid, \$27.45 million, was settled prior to delivery of the vessel.

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