Quarterly Report • Aug 27, 2015
Quarterly Report
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26.08.2015
| FULL YEAR | |||
|---|---|---|---|
| USD '000 | 1H 2015 unaudited |
1H 2014 unaudited1 |
2014 audited |
| Key financials | |||
| Gross operating revenues | 60 170 | 64 026 | 127 372 |
| EBITDA | 30 827 | 28 864 | 62 569 |
| Profit/(loss) before tax (inc. minority interests) | 5 767 | 6 614 | 17 342 |
| Profit/(loss) before tax (excl. minority interests) | 4 392 | 5 964 | 15 004 |
| Total assets | 610 499 | 621 034 | 621 020 |
| Equity ratio | 48 % | 45 % | 46% |
| NIBD/EBITDA | 3.6 | 4.1 | 3.9 |
| Cash and bank deposits | 76 031 | 67 775 | 81 690 |
Klaveness Ship Holding AS ("KSH") was established 31 May 2005 and is fully owned by Rederiaksjeselskapet Torvald Klaveness. Klaveness Ship Holding AS is located in Oslo, Norway, and is the holding company of the ship owning activities in Torvald Klaveness. The consolidated interim financial statements of KSH as of 30.06.2015 comprises of KSH and its subsidiaries.
Klaveness Ship Holding AS and subsidiaries (the Group) delivered a positive result and maintained a high solidity and satisfying liquidity in the first half of 2015. The Group achieved an EBITDA of USD 30.8 million (1H14: USD 28.9 million) and a Net profit before tax was USD 5.8 million (1H14: USD 6.6 million). Cash flow from operations was USD 32.0 million (1H14: USD 23.2 million). The balance sheet remains solid with a book equity including minority interest of USD 293.8 million at year-end corresponding to an equity ratio of 48 percent.
The Group has refinanced two loan facilities in the first quarter of 2015. One secured reducing revolving credit facility (RCF) of USD 75 million and one term loan facility of USD 140 million. The RCF replaced the capacity of an existing RCF and term loans for MV Balto, MV Balchen and MV Baldock, and the USD 140 million term loan replaced the capacity of existing loans for MV Bangor and MV Barcarena and secured financing for all the newbuildings.
The market for the Group's specialised vessels remained satisfactory in the first half of 2015. The Cabu earnings remained stable despite weak dry bulk markets due to a satisfactory operational performance and a strong tanker market. The Group's fleet of selfunloading bulk carriers also performed well in the first half of 2015 although earnings in the first quarter were influenced by seasonal weather related delays. As the forecast has been reduced somewhat, an impairment of USD 2.2 million has been recognised. The earnings for the container vessels continued to be affected by a weak timecharter market, although a slight improvement in rates was seen in the market. All eight container vessels were employed on short terms contracts at rates above operating expenses.
As of 30 June 2015, the Group has a newbuilding programme consisting of three identical combination carriers (Zhejiang OuHua Shipbuilding Co. Ltd in China) and two identical kamsarmax bulk carriers (Jiangsu Yangzijiang Shipbuilding Co. Ltd. in China). The combination carriers are scheduled for delivery in 2016 and 2017, and the kamsarmax vessels in 2016.
As of 30 June 2015 no new vessels have been delivered nor employed, and the scheduled deliveries are according to plan.
1 1H 2014 is restated to IFRS
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 are based on the same accounting principles as the consolidated financial statements of the Group for the year ended 31 December 2014.
Operating revenues for the first half of 2015 were USD 60.2 million (1H14: USD 64 million) and operating costs amounted to USD 25.6 million (1H14: USD 28.8 million). EBITDA was USD 30.8 million (1H14: USD 28.9 million) and net financial items were negative by USD 6.6 million (1H14: USD -6.7 million). Net profit before tax was USD 5.8 million (1H14: USD 6.6 million), whereof USD 1.4 million (1H14: 0.7 million) was minority interests related to external investors in some of the Cabu and container companies.
The result was impacted by impairment on one of the selfunloader vessels of USD 2.2 million. In first half 2014, a reversal of impairment of USD 1.5 million related to the container vessels was recognised.
Total assets decreased by USD 10.5 million in the first half of 2015 from USD 621 million to USD 611 million. Fixed assets decreased by USD 14.3 million including investments of USD 4.2 million in drydocking and an impairment of USD 2.2 million on selfunloader vessels. Cash and bank deposits were USD 76.0 million by the end of June 2015, increased from USD 67.8 million at end June 2014. The cash flow from operating activities was USD 32 million in the first half of 2015, while cash flow from investing activities was negative by USD 11.2 million. The latter consists mainly of investments in newbuildings and drydockings. The cash flow from financing activities was negative by USD 26.3 million and consists of payback of existing loans in connection with establishment of new credit lines and loan structure.
Total equity increased by USD 5.2 million in the first half of 2015. The book equity ratio was by the end of June 48%, up from 46% at year-end 2014.
Interest-bearing debt decreased by USD 12.3 million during the first half of 2015 and amounted to USD 303.8 million at the end of June 2015.
By the end of June 2015 the fleet consisted of six Cabu vessels, five selfunloaders and eight container vessels. In addition, Klaveness Ship Holding on a consolidated basis had two Kamsarmax and three Cabu vessels under construction.
Cabu: Cabu earnings strengthened slightly in the first half of 2015 compared to 2014. Weak market earnings in dry bulk trades were offset by positive effects from a strong tanker market and satisfactory operational performance. Cargo volumes under the long term cargo contracts with the alumina industry were stable. Two vessels drydocked and passed intermediary survey during the 2nd quarter.
Selfunloader: The selfunloader earnings were influenced negatively by repositioning costs and bad weather in the first quarter, but improved again in the second quarter. One of the selfunloader vessels, "MV Balder", performed a scheduled drydocking in Turkey and installed an EnergoProFin propeller and upgraded its exhaust gas cleaning system (EGCS). The upgrades are expected to increase the vessels earnings potential by improving performance and reducing fuel cost.
Container: The earnings for the container vessels continued to be negatively affected by a weak timecharter market in the first half of 2015. Timecharter rates improved in the first quarter but then softened again in the second quarter. The market outlook is still uncertain and the liner operators are still committed to short timecharters. All eight container vessels are employed on short terms contracts at rates above operating expenses.
Operational risks are mainly related to the operation of vessels under the management of Klaveness Ship Management AS (sister company). The Group's vessels are on technical management to Klaveness Ship Management AS which ensures compliance with IMO, flag and port state regulations. Quality and safety audits are performed regularly and the crew and officers on-board are trained to ensure that regulatory requirements are met.
Operational risks are managed through quality assurance procedures and systematic training of seafarers and land based employees. All vessels sailing through piracy exposed areas take necessary steps to mitigate the risk of such attacks. Operational risks are also covered by insurance where relevant to cover loss of assets, revenues and contract commitments. The vessels are insured for loss of hire, protection and indemnity (P&I) and complete loss (hull and machinery). The latter is aligned with vessel values. The financial impact of a total loss of a vessel will not be material for the Group.
Ownership of vessels involves risks related to vessel values, future vessel employment, revenues and costs. These risks are partly managed through time charter contracts and contracts of affreightment covering a large part of the vessel capacity.
The Group's revenue and costs are denominated primarily in US Dollar (USD) which is the functional currency of most entities in the Group. No direct currency hedge has been made towards the small portion of costs incurred in foreign currencies. Fluctuations in USD against NOK may affect the company's tax payable, which will be calculated and paid in NOK. This effect is considered to be limited. The bonds issued in NOK are partly hedged with a cross currency interest rate swap, reducing the total currency and interest exposure of the Group.
The Group has long term interest bearing debt that is exposed to floating interest rate. In order to hedge the risk, the Group has entered into interest rate swaps.
At the end of 2015, the Group had five new-buildings on order, whereof four have had steel cutting in 2015. Risk of delays and failure of the yards to deliver exists. Klaveness has dedicated on-site personnel who supervise the building processes. Tier one Chinese banks provide refund guarantees.
There have been no other major transactions or events subsequent to the closing date that would have a negative impact on the evaluation of the financial position at 30 June 2015 of Klaveness Ship Holding AS.
| Year ended 31 December |
||||
|---|---|---|---|---|
| Unaudited | Unaudited | Audited | ||
| USD '000 | Note | 1H 2015 | 1H 2014 | 2014 |
| Operating revenue, vessels | Note 2 | 60 189 | 60 645 | 123 993 |
| Gain from sale of fixed assets | - | 3 381 | 3 381 | |
| Other operating revenue | (19) | 0 | (2) | |
| Total operating revenue | 60 170 | 64 026 | 127 372 | |
| Operating expenses, vessels | Note 2 | (25 600) | (28 797) | (55 098) |
| Loss from sale of assets | (186) | (3 076) | (3 076) | |
| Group administrative services | (3 106) | (2 336) | (5 369) | |
| Tonnage tax | (32) | (127) | (213) | |
| Other operating and administrative expenses | (419) | (825) | (1 047) | |
| EBITDA | 30 827 | 28 864 | 62 569 | |
| Ordinary depreciation | Note 3 | (16 189) | (17 109) | (34 266) |
| Impairment loss (-) / reversal | Note 3, 4 | (2 280) | 1 538 | 1 538 |
| EBIT | 12 359 | 13 294 | 29 842 | |
| Finance income | 1 152 | 438 | 3 156 | |
| Finance costs | (7 743) | (7 117) | (15 656) | |
| Profit before tax | 5 767 | 6 614 | 17 342 | |
| Income tax expenses | Note 7 | 6 995 | (50) | (1 843) |
| Profit after tax | 12 762 | 6 564 | 15 499 | |
| Attributable to: | ||||
| Equity holders of the parent company | 11 386 | 5 914 | 13 162 | |
| Non-controlling interests | 1 375 | 650 | 2 338 | |
| Total | 12 762 | 6 564 | 15 499 | |
| Earnings per share - basic and diluted (USD) | 11,39 | 5,91 | 13,16 |
| USD '000 Note |
Unaudited 1H 2015 |
Unaudited 1H 2014 |
Audited 2014 |
|---|---|---|---|
| Net profit/ (loss) | 12 762 | 6 564 | 15 499 |
| Other comprehensive income to be reclassified to profit or loss Net movement fair value on interest rate swaps Net movement fair value on cross-currency interest rate swap Reclassification to profit and loss Income tax effect |
(173) (4 514) 3 844 228 |
(251) (2 432) 798 509 |
(213) (18 392) 15 118 942 |
| Net other comprehensive income to be reclassified to profit or loss | (615) | (1 376) | (2 546) |
| Other comprehensive income not to be reclassified to profit or loss Net other comprehensive income not to be reclassified to profit or loss |
- - |
- - |
- - |
| Other comprehensive income/(loss) for the period, net of tax | (615) | (1 376) | (2 546) |
| Total comprehensive income/(loss) for the period, net of tax | 12 147 | 5 188 | 12 954 |
| Attributable to: | |||
| Equity holders of the parent company | 10 771 | 4 538 | 10 616 |
| Non-controlling interests Total |
1 375 12 147 |
650 5 188 |
2 338 12 954 |
| As at 31 | ||||
|---|---|---|---|---|
| As at 30 June | December | |||
| Unaudited | Unaudited | Audited | ||
| USD '000 | Note | 1H 2015 | 1H 2014 | 2014 |
| ASSETS | ||||
| Non-current assets | ||||
| Deferred tax asset | 8 845 | 738 | 6 308 | |
| Vessels | Note 3 | 463 198 | 489 827 | 477 515 |
| Newbuilding contracts | Note 4 | 34 770 | 27 517 | 27 725 |
| Financial assets | 0 | 0 | 13 | |
| Other long-term receivables | 1 760 | 0 | 1 920 | |
| Total non-current assets | 508 573 | 518 083 | 513 481 | |
| Current assets | ||||
| Inventories | 2 283 | 1 597 | 1 992 | |
| Accounts receivable | 29 | 477 | 867 | |
| Receivables from related parties | 4 357 | 5 578 | 7 327 | |
| Prepaid expenses | 1 536 | 2 076 | 790 | |
| Other short-term receivables | 17 691 | 25 448 | 14 874 | |
| Cash and cash equivalents | 76 031 | 67 775 | 81 690 | |
| Total current assets | 101 926 | 102 951 | 107 539 | |
| TOTAL ASSETS | 610 499 | 621 034 | 621 020 |
| As at 31 | ||||
|---|---|---|---|---|
| As at 30 June | December | |||
| Unaudited | Unaudited | Audited | ||
| USD '000 | Note | 1H 2015 | 1H 2014 | 2014 |
| EQUITY AND LIABILITIES | ||||
| Equity | ||||
| Share capital | 1 817 | 1 817 | 1 817 | |
| Share premium | 16 861 | 16 861 | 16 861 | |
| Other paid-in capital | 5 585 | 5 585 | 5 585 | |
| Other reserves | -3 165 | -1 381 | -2 550 | |
| Retained earnings | 251 444 | 235 512 | 243 622 | |
| Equity attributable to equity holders of the parent | 272 541 | 258 394 | 265 334 | |
| Non-controlling interests | 21 369 | 21 988 | 21 592 | |
| Total equity | 293 910 | 280 382 | 286 926 | |
| Non-current liabilities | ||||
| Mortgage debt | Note 5 | 185 735 | 193 246 | 195 988 |
| Bond loans | Note 6 | 73 746,035 | 96 503 | 78 138 |
| Financial liabilities | 26 847 | 5 609 | 22 286 | |
| Total non-current liabilities | 286 328 | 295 358 | 296 412 | |
| Current liabilities | ||||
| Short-term mortgage debt | Note 5 | 17 504 | 33 003 | 20 671 |
| Accounts payable | 260 | 1 294 | 1 245 | |
| Current debt to related parties | 885 | 1 537 | 1 525 | |
| Tax payable | Note 7 | 491 | 483 | 6 977 |
| Tonnage tax payable | 244 | 324 | 213 | |
| Other current liabilities | 10 876 | 8 654 | 7 051 | |
| Total current liabilities | 30 260 | 45 294 | 37 682 | |
| TOTAL EQUITY AND LIABILITIES | 610 499 | 621 034 | 621 020 |
| Unaudited | Attributable to equity holders of the parent | |||||||
|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium |
Other paid in capital |
Hedging reserve |
Retained earnings |
Total | Non controlling interests |
Total equity | |
| Equity at 31 December 2013/ 1 January 2014 | 1 817 | 16 861 | 5 585 | (4) | 233 796 | 258 055 | 21 009 | 279 064 |
| Profit (loss) for 1 January - 30 June Other comprehensive income for the year |
(1 376) | 5 914 | 5 914 (1 376) |
650 | 6 564 (1 376) |
|||
| Total comprehensive income for the year | (1 376) | 5 914 | 4 538 | 650 | 5 188 | |||
| Payments to non-controlling interests Change in minority interest Other changes |
(3 335) (863) |
(3 335) (863) |
(3 006) 3 335 |
(3 006) 0 (863) |
||||
| Equity at 30 June 2014 | 1 817 | 16 861 | 5 585 | (1 381) | 235 512 | 258 394 | 21 988 | 280 382 |
| Profit (loss) for the year Other comprehensive income for the year |
(2 546) | 13 162 | 13 162 (2 546) |
2 338 | 15 499 (2 546) |
|||
| Total comprehensive income for the year | (2 546) | 13 162 | 10 616 | 2 338 | 12 954 | |||
| Payments to non-controlling interests Other changes |
(3 335) | (3 335) | (5 090) 3 335 |
(5 090) 0 |
||||
| Equity at 31 December 2014 | 1 817 | 16 861 | 5 585 | (2 550) | 243 622 | 265 336 | 21 592 | 286 926 |
| Profit (loss) for the year Other comprehensive income for the year |
(615) | 11 386 | 11 386 (615) |
1 375 | 12 762 (615) |
|||
| Total comprehensive income for the year | (615) | 11 386 | 10 771 | 1 375 | 12 147 | |||
| Payments to non-controlling interests Group contribution with tax effect Group contribution without tax effect Currency effect group contribution |
(2 415) (1 262) 113 |
0 (2 415) (1 262) 113 |
(1 598) 0 0 |
(1 598) (2 415) (1 262) 113 |
||||
| Equity at 30 June 2015 | 1 817 | 16 861 | 5 585 | (3 165) | 251 444 | 272 542 | 21 369 | 293 910 |
Hedging reserve
The reserve contains total net changes in the fair value of financial instruments recognized to fair value with changes through OCI.
| Unaudited 1H 2015 |
Unaudited 1H 2014 |
Audited | ||
|---|---|---|---|---|
| USD '000 | Note | 2014 | ||
| Profit before tax | 5 767 | 6 614 | 17 342 | |
| Net gain/loss fixed assets | 186 | (304) | (304) | |
| Ordinary depreciation | Note 4 | 16 189 | 17 109 | 34 266 |
| Impairment loss/ reversal | Note 4, 5 | 2 280 | (1 538) | (1 538) |
| Interest income | (171) | 0 | (146) | |
| Interest expenses | 6 151 | 0 | 12 115 | |
| Taxes paid for the period | (475) | 0 | (714) | |
| Change in receivables | 1 151 | 2 853 | (5 550) | |
| Change in current liabilities | 2 200 | (1 138) | (2 801) | |
| Change in other working capital | (1 491) | (408) | 180 | |
| Interest received | 171 | 0 | 146 | |
| A: Net cash flow from operating activities | 31 957 | 23 188 | 52 995 | |
| Acquisition of tangible assets | Note 4 | (4 195) | (3 412) | (7 788) |
| Installments and cost on newbuilding contracts | Note 5 | (7 045) | (86 258) | (87 246) |
| Payment receieved disposal of vessels | 0 | 4 920 | 4 920 | |
| Payment received sale of newbuilding contracts | 0 | 3 766 | 3 766 | |
| Investment in short term bond | 0 | (15 000) | 0 | |
| Sale of subsidiaries, net of cash | 0 | 0 | 0 | |
| B: Net cash flow from investment activities | (11 240) | (95 984) | (86 349) | |
| Proceeds from mortgage debt | 59 679 | 51 500 | 65 500 | |
| Proceeds from bond loan | 0 | 67 328 | 67 161 | |
| Transaction costs on issuance of loans | (408) | (1 320) | (1 320) | |
| Repayment of mortgage debt | (72 790) | (42 263) | (65 997) | |
| Cash proceeds from buy back bond loans | 0 | (17 417) | (18 763) | |
| Repayment of debt to the yard | 0 | (13 783) | (13 783) | |
| Interest paid | (6 151) | 0 | (12 115) | |
| Cash proceeds from issuing of shares | 0 | 0 | 0 | |
| Cash proceeds from issuing of shares non-controlling interests | 0 | 0 | 0 | |
| Group contribution | (5 047) | 0 | 0 | |
| Dividends to non-controlling interests | (1 598) | (3 006) | (5 090) | |
| C: Net cash flow from financing activities | (26 315) | 41 039 | 15 593 | |
| Net change in liquidity in the period (A + B + C) | (5 598) | (31 757) | (17 761) | |
| Net foreign exchange difference | (61) | (79) | (161) | |
| (5 659) | (31 837) | (17 922) | ||
| Cash and cash equivalents at beginning of period | 81 690 | 99 612 | 99 612 | |
| Cash and cash equivalents at end of period | 76 031 | 67 775 | 81 690 | |
| Net change in cash and cash equivalents in the period | (5 659) | (31 837) | (17 922) | |
| Undrawn facilities | 156 501 | 41 500 | 41 500 |
Klaveness Ship Holding AS ( "parent company"/KSH) is a private limited company domiciled and incorporated in Norway. The parent company has headquarter and is registered in Drammensveien 260, 0212 Oslo. Klaveness Ship Holding's consolidated interim financial statements for the second half of 2015 include the parent company and its subsidiaries (referred to collectively as the Group) and associated companies.
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 are based on the same accounting principles as the consolidated financial statements of the Group for the year ended 31 December 2014.
Preparing financial statements in conformity with IFRS requires the management to make judgments, use of estimates and assumptions which affect the application of the accounting policies and the reported amounts of assets and liabilities, revenues and expenses.
The estimates are based on the actual underlying business, its present and forecast profitability over time, and expectations about external factors such as freight rates, interest rates, foreign exchange rates, oil prices and more which are outside the Group's and
parent company's control. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities in future periods. Changes in accounting estimates are recognized in the period the changes occur. When changes to estimates also affect future periods the effect is distributed between of the current and future periods.
Management has made estimates and assumptions which have significant effect on the amounts recognized in the financial statements. In general, accounting estimates are considered significant if:
In addition to the purchase price, the carrying amount of vessels is based on management's assumptions of useful life and residual value of the vessels. Useful life may change due to change in technological developments, competition, environmental and legal requirements, freight rates and steel prices.
The residual value of the vessel is calculated as the light displacement of the vessel multiplied with the estimated steel prices minus the estimated cost in connection with the scrapping. Residual values are challenging to estimate given the long lives of the vessels, the uncertainty as to future economic conditions and the future price of steel, which is considered as the main determinant of the residual price.
When value in use calculations are performed, management estimates the expected future cash flows from the assets or cash-generating unit (defined in the section of "judgments") and determines a suitable discount rate in order to calculate the present value of those cash flows. This will be based on management's evaluations, including estimating future performance, revenue generating capacity, and assumptions of future market conditions and appropriate discount rates. Changes in circumstances and management's evaluation and assumptions may give rise to impairment losses. While management believes that the estimates of future cash flows are reasonable, different assumptions regarding such cash flows could materially affect the evaluations.
On a quarterly basis, management assesses indicators of impairment for non-financial assets and whether the assumptions in the value in use calculations are reasonable. Recoverable amount is set as the highest of broker values and value in use. If carrying value exceeds the estimated recoverable amount, an impairment is recognized. Impairments are reversed in a later period if the recoverable amount exceeds the carrying amount.
At each reporting date, management assesses if there are contracts in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received. A provision is recorded by estimating the present obligation under the contract.
In the process of applying Klaveness Ship Holding's accounting policies, management has made the following judgments which have significant effect on the amounts recognized in the financial statements.
The Group has defined the fleet of combination carriers (Cabu) as one cash generating unit (" CGU"), due to the Group's operational strategy to manage the fleet as a portfolio and thereby optimizing the portfolio's cash flow and the earnings for the entire Group. The Cabu vessels are sister vessels. For selfunloader vessels the Group has defined that each vessel is a separate CGU as the cash flows from these vessels can be separated on an individual level.
The Group owns 50 % of Banasol Inc and 50 % of Banastar Inc. The remaining shares are owned by one shareholder, Veronica Co Ltd. The entities own one vessel each; MV Banasol and MV Banastar. Management has assessed the investments against control criterias in IFRS 10 whether the Group has rights to direct the relevant activities. The management is of the opinion that power is embedded in one or more contractual arrangements for the main activities; chartering activity and ship-owning activity. The assessment shows that all elements of control are present. The Group is considered to control the entities Banasol Inc and Banastar Inc which have been consolidated as subsidiaries into the Group's financial statements.
Deferred tax assets are only recognized if it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilized.
The operating segments are reported in a manner consistent with the internal financial reporting provided to the executive management (chief operating decision-maker).
The financial reporting is divided into the following five operating segments:
All segments have worldwide activities. The Group operates in an open international market where the various geographical areas are connected. The fleet has the flexibility to operate in all markets and are employed in a comprehensive pattern inside and between the regions in order to optimize income. Consequently, the Group's operating shipping activities are not attributed to specific geographical markets.
Cabus are spesialized vessels constructed to carry caustic soda and dry bulk. The Group owns six Cabu vessels which participate in a pool operated by Cabu Chartering AS (sister company). The Group has three Cabu newbuildings under construction scheduled for delivery in 2016 and 2017.
SUL vessels are specialized bulk carriers equipped with a conveyor belt for discharging the cargo. The Group owns five SUL vessels which are part of a co-sailing pool managed by Canadian Steamship Lines Inc. (CSL).
The Container vessels are standard vessels which are operated on short term time-charter (TC) agreements.The Group owns eight container vessels.
The Group has invested in two 82,000 dwt standard dry bulk newbuilding contracts with delivery in 2015 and 2016.
The remaining of the Group's activities, eliminations and intra group transactions are shown in the "other/administration" column. The Group's administration costs and other shared costs have been allocated to segments. Transfer prices between operating segments are on arm's length basis in a manner similar to transactions with third parties.
Information regarding the Group's reportable segments is presented below. Interest income and interest expense have not been allocated to segments, as the financing is managed on a group basis.
| (USD'000) | Combination carriers |
Selfunloader vessels |
Container vessels |
Dry bulk investments |
Other/ admin |
Total consolidated |
|---|---|---|---|---|---|---|
| Operating revenue, vessels | 24 142 | 23 791 | 12 256 | 0 | 0 | 60 189 |
| Gain from sale fixed assets | 0 | 0 | 0 | 0 | 0 | 0 |
| Other operating revenue | (2) | (11) | (6) | 0 | 0 | (19) |
| Total operating revenue | 24 140 | 23 780 | 12 250 | 0 | 0 | 60 170 |
| Operating expenses, vessels | (7 360) | (7 890) | (10 325) | (24) | 0 | (25 600) |
| Loss from sale fixed assets | 0 | 0 | 0 | (186) | 0 | (186) |
| Group administrative services | (787) | (395) | (1 176) | (269) | (478) | (3 106) |
| Ordinary depreciation | (5 501) | (6 235) | (4 452) | 0 | 0 | (16 189) |
| Impairment | 0 | (2 280) | 0 | 0 | 0 | (2 280) |
| Tonnage tax | (29) | 29 | (32) | 0 | 0 | (32) |
| Other operating and adm expenses | ||||||
| (105) | (26) | 4 | (19) | (274) | (419) | |
| Total operating expenses | (13 783) | (16 798) | (15 981) | (498) | (752) | (47 811) |
| Operating profit/EBIT | 10 358 | 6 982 | (3 731) | (498) | (752) | 12 359 |
| Combination | Selfunloader | Container | Dry bulk | Other/ | Total | |
|---|---|---|---|---|---|---|
| (USD '000) | carriers | vessels | vessels | investments | admin | consolidated |
| ASSETS | ||||||
| Vessels | 95 101 | 162 654 | 205 444 | 0 | 0 | 463 198 |
| Newbuilding contracts | 26 257 | 0 | 0 | 8 513 | 0 | 34 770 |
| Other non-current assets | 1 302 | 273 | 558 | 0 | 5 072 | 7 205 |
| Total non-current assets | 122 659 | 162 927 | 206 002 | 8 513 | 5 072 | 505 173 |
| Cash | 26 291 | 8 416 | 2 211 | 1 211 | 37 901 | 76 031 |
| Current assets | 8 193 | 6 777 | 6 231 | 2 367 | 2 167 | 25 736 |
| Total current assets | 34 484 | 15 193 | 8 442 | 3 579 | 40 068 | 101 766 |
| TOTAL ASSETS | 157 144 | 178 120 | 214 444 | 12 092 | 45 140 | 606 939 |
| EQUITY AND LIABILITIES | ||||||
| Total equity | 97 650 | 128 866 | 110 022 | 11 643 | (57 918) | 290 263 |
| Interest bearing debt | 46 949 | 46 076 | 92 710 | 0 | 0 | 185 735 |
| Bond loans | 0 | 0 | 0 | 0 | 73 746 | 73 746 |
| Other non-current financial liabilities | 0 | 0 | 0 | 0 | 26 847 | 26 847 |
| Total non-current liabilities | 46 949 | 46 076 | 92 710 | 0 | 100 593 | 286 328 |
| Short-term interest bearing debt | 8 000 | 0 | 9 504 | 0 | 0 | 17 504 |
| Other current liabilities | 4 544 | 3 178 | 2 208 | 448 | 2 465 | 12 844 |
| Total current liabilities | 12 544 | 3 178 | 11 712 | 448 | 2 465 | 30 348 |
| TOTAL EQUITY AND LIABILITIES | 157 144 | 178 120 | 214 444 | 12 092 | 45 140 | 606 939 |
| Capital expenditure Vessels | (2 044) | (2 141) | (10) | 0 | 0 | (4 195) |
| Capital expenditure NB | (3 606) | 0 | 0 | (2 670) | 0 | (6 276) |
| Cash from operation | 13 815 | 13 356 | 711 | (498) | (752) | 26 632 |
Cash from operation is reported excluding capital expenditures on newbuildings and acquisition of second hand vessels, as this is considered not part of normal operation, and including minority interests.
| (USD'000) | Combination carriers |
Selfunloader vessels |
Container vessels |
Dry bulk investments |
Other/ admin |
Total consolidated |
|---|---|---|---|---|---|---|
| Operating revenue, vessels | 26 455 | 23 200 | 10 971 | 0 | 19 | 60 645 |
| Gain from sale fixed assets | 0 | 0 | 0 | 3 381 | 0 | 3 381 |
| Other operating revenue | 0 | 0 | 0 | 0 | 0 | 0 |
| Total operating revenue | 26 455 | 23 200 | 10 971 | 3 381 | 19 | 64 026 |
| Operating expenses, vessels | (8 422) | (9 042) | (11 457) | 0 | 124 | (28 797) |
| Loss from sale fixed assets | (3 076) | 0 | 0 | (3 076) | ||
| Group administrative services | (484) | (465) | (1 259) | (300) | 172 | (2 337) |
| Ordinary depreciation | (6 586) | (6 584) | (4 022) | 0 | 83 | (17 109) |
| Impairment | 0 | 0 | (289) | 0 | 1 828 | 1 539 |
| Other operating and adm expenses | ||||||
| 0 | 0 | 0 | 0 | (953) | (953) | |
| Total operating expenses | (18 568) | (16 091) | (17 027) | (300) | 1 253 | (50 732) |
| Operating profit/EBIT | 7 887 | 7 109 | (6 056) | 3 081 | 1 272 | 13 294 |
Balance sheet by segments 1 January - 30 June 2014
| Combination | Selfunloader | Container | Dry bulk | Other/ | Total | |
|---|---|---|---|---|---|---|
| (USD '000) | carriers | vessels | vessels | investments | admin | consolidated |
| ASSETS | ||||||
| Vessels | 103 141 | 175 076 | 211 610 | 0 | 0 | 489 827 |
| Newbuilding contracts | 21 774 | 0 | 0 | 5 743 | 0 | 27 517 |
| Other non-current assets | 307 | 0 | 176 | 2 288 | 2 655 | 5 426 |
| Total non-current assets | 125 222 | 175 076 | 211 786 | 8 031 | 2 655 | 522 770 |
| Cash | 21 799 | 17 244 | 5 875 | 4 622 | 18 235 | 67 775 |
| Current assets | 8 179 | 6 750 | 0 | 0 | 15 559 | 30 489 |
| Total current assets | 29 978 | 23 995 | 5 875 | 4 622 | 33 794 | 98 264 |
| TOTAL ASSETS | 155 200 | 199 071 | 217 661 | 12 653 | 36 449 | 621 034 |
| EQUITY AND LIABILITIES | ||||||
| Total equity | 80 317 | 151 623 | 102 248 | 12 621 | (66 427) | 280 381 |
| Interest bearing debt | 56 381 | 34 758 | 102 108 | 0 | 0 | 193 246 |
| Bond loans | 0 | 0 | 0 | 0 | 96 503 | 96 503 |
| Other non-current financial liabilities | 0 | 0 | 0 | 0 | 5 609 | 5 609 |
| Total non-current liabilities | 56 381 | 34 758 | 102 108 | 0 | 102 112 | 295 358 |
| Short-term interest bearing debt | 14 687 | 8 812 | 9 504 | 0 | 0 | 33 003 |
| Other current liabilities | 3 815 | 3 878 | 3 801 | 32 | 764 | 12 291 |
| Total current liabilities | 18 502 | 12 691 | 13 305 | 32 | 764 | 45 294 |
| TOTAL EQUITY AND LIABILITIES | 155 200 | 199 071 | 217 661 | 12 653 | 36 449 | 621 034 |
| Capital expenditure Vessels | (152) | (2 724) | (2 732) | 0 | 0 | (5 608) |
| Capital expenditure NB | (21 462) | 0 | (61 153) | (2 770) | 0 | (85 385) |
| Cash from operation | 14 321 | 10 969 | (4 766) | 3 081 | 1 189 | 24 794 |
Cash from operation is reported excluding capital expenditures on newbuildings and acquisition of second hand vessels, as this is considered not part of normal operation, and including minority interests.
| (USD'000) | Combination carriers |
Selfunloader vessels |
Container vessels |
Dry bulk investments |
Other/ admin |
Total consolidated |
|---|---|---|---|---|---|---|
| Operating revenue, vessels | 53 218 | 47 510 | 23 265 | 0 | 0 | 123 993 |
| Gain from sale fixed assets | 0 | 0 | 0 | 3 381 | 0 | 3 381 |
| Other operating revenue | 0 | 0 | 0 | 0 | (2) | (2) |
| Total operating revenue | 53 218 | 47 510 | 23 265 | 3 381 | (2) | 127 372 |
| Operating expenses, vessels | (16 028) | (17 316) | (22 025) | 0 | 271 | (55 098) |
| Loss from sale fixed assets | (3 076) | 0 | 0 | 0 | 0 | (3 076) |
| Group administrative services | (1 109) | (1 007) | (2 598) | (506) | (149) | (5 369) |
| Ordinary depreciation | (12 364) | (13 668) | (8 341) | 0 | 107 | (34 266) |
| Impairment | 0 | 0 | 1 538 | 0 | 0 | 1 538 |
| Other operating and adm expenses | ||||||
| 0 | (100) | (500) | (660) | (1 260) | ||
| Total operating expenses | (32 577) | (32 091) | (31 427) | (1 006) | (431) | (97 530) |
| Operating profit/EBIT | 20 641 | 15 420 | (8 162) | 2 375 | (433) | 29 842 |
Balance sheet by segments 1 January - 31 December 2014
| Combination | Selfunloader | Container | Dry bulk | Other/ | Total | |
|---|---|---|---|---|---|---|
| (USD '000) | carriers | vessels | vessels | investments | admin | consolidated |
| ASSETS | ||||||
| Vessels | 98 598 | 168 968 | 209 949 | 0 | 0 | 477 515 |
| Newbuilding contracts | 21 946 | 0 | 0 | 5 779 | 0 | 27 725 |
| Other non-current assets | 0 | 0 | 13 | 1 920 | 6 308 | 8 241 |
| Total non-current assets | 120 544 | 168 968 | 209 962 | 7 699 | 6 308 | 513 481 |
| Cash | 24 586 | 15 965 | 2 186 | 4 194 | 34 759 | 81 690 |
| Current assets | 8 874 | 8 807 | 5 043 | 2 663 | 463 | 25 849 |
| Total current assets | 33 460 | 24 772 | 7 229 | 6 856 | 35 222 | 107 539 |
| TOTAL ASSETS | 154 004 | 193 740 | 217 191 | 14 555 | 41 530 | 621 020 |
| EQUITY AND LIABILITIES | ||||||
| Total equity | 92 747 | 137 275 | 106 229 | 14 555 | (63 880) | 286 926 |
| Interest bearing debt | 50 535 | 47 850 | 97 603 | 0 | 0 | 195 988 |
| Bond loans | 0 | 0 | 0 | 0 | 78 138 | 78 138 |
| Other non-current financial liabilities | 772 | 0 | 0 | 0 | 21 514 | 22 286 |
| Total non-current liabilities | 51 307 | 47 850 | 97 603 | 0 | 99 652 | 296 412 |
| Short-term interest bearing debt | 6 342 | 4 826 | 9 504 | 0 | 0 | 20 672 |
| Other current liabilities | 3 608 | 3 789 | 3 856 | 0 | 5 758 | 17 011 |
| Total current liabilities | 9 950 | 8 615 | 13 360 | 0 | 5 758 | 37 682 |
| TOTAL EQUITY AND LIABILITIES | 154 004 | 193 740 | 217 191 | 14 555 | 41 530 | 621 020 |
| Capital expenditure Vessels | (1 419) | (3 109) | (3 260) | 0 | 0 | (7 788) |
| Capital expenditure NB | (21 462) | 0 | (61 150) | (2 770) | 0 | (85 382) |
| Cash from operation | 31 586 | 25 978 | (4 619) | 2 375 | (540) | 54 780 |
Cash from operation is reported excluding capital expenditures on newbuildings and acquisition of second hand vessels, as this is considered not part of normal operation, and including minority interests.
| Selfun- | Combination | Total | ||
|---|---|---|---|---|
| 30.06.2015 | loaders | carriers | Container | vessels *) |
| Cost price 1.1 | 242 748 | 206 666 | 254 318 | 703 732 |
| Additions (mainly upgrading and docking of vessels) | 2 141 | 2 044 | 10 | 4 195 |
| Disposals | -20 | -40 | -63 | -124 |
| Costprice 30.06 | 244 869 | 208 670 | 254 265 | 707 803 |
| Acc. Depreciation 1.1 | 70 120 | 108 068 | 10 243 | 188 431 |
| Depreciation for the year | 6 235 | 5 501 | 4 452 | 16 188 |
| Acc. depreciation 30.06 | 76 355 | 113 569 | 14 695 | 204 619 |
| Acc. impairment losses 1.1 | 3 660 | 0 | 34 126 | 37 786 |
| Impairment for the year | 2 200 | 0 | 0 | 2 200 |
| Acc. impairment losses 30.06 | 5 860 | 0 | 34 126 | 39 986 |
| Carrying amounts 30.06.2015 | 162 654 | 95 101 | 205 444 | 463 198 |
| No. of vessels | 5 | 6 | 8 |
|---|---|---|---|
| Useful life | 20 | 20 | 25 |
| Depreciation schedule | Straight-line | Straight-line | Straight-line |
| Selfun- | Combination | Total | ||
|---|---|---|---|---|
| 30 June 2014 | loaders | carriers | Container | vessels *) |
| Cost price 1.1 | 244 437 | 244 758 | 161 157 | 650 352 |
| Delivery of newbuildings | 0 | 0 | 88 308 | 88 308 |
| Additions (mainly upgrading and docking of vessels) | 2 724 | 152 | 2 732 | 5 608 |
| Disposals | -3 428 | -8 201 | 0 | -11 629 |
| Costprice 30.06 | 243 733 | 236 709 | 252 197 | 732 639 |
| Acc. Depreciation 1.1 | 61 298 | 113 618 | 2 338 | 177 254 |
| Depreciation for the year | 6 543 | 6 543 | 4 022 | 17 108 |
| Reclass/disposal | -2 844 | -171 | 101 | -2 914 |
| Acc. depreciation 30.06 | 64 997 | 119 990 | 6 461 | 191 448 |
| Acc. impairment losses 1.1 | 3 660 | 13 578 | 32 266 | 49 504 |
| Impairment for the year | 0 | 0 | 1 538 | 1 538 |
| Impairment reclassed from newbuildings | 0 | 0 | 322 | 322 |
| Disposal | 0 | 0 | 0 | 0 |
| Acc. impairment losses 30.06 | 3 660 | 13 578 | 34 126 | 51 364 |
| Carrying amounts 30.06.2014 | 175 076 | 103 141 | 211 610 | 489 827 |
| No. of vessels | 5 | 6 | 8 | |
| Useful life | 20 | 20 | 25 | |
| Depreciation schedule | Straight-line | Straight-line | Straight-line |
*) carrying value of vessels includes dry-docking
| Selfun- | Combination | Total | ||
|---|---|---|---|---|
| 2014 | loaders | carriers | Container | vessels* |
| Cost price 1.1 | 244 437 | 244 758 | 161 157 | 650 352 |
| Delivery of newbuildings | 0 | 0 | 88 308 | 88 308 |
| Additions (mainly upgrading and docking of vessels) | 3 109 | 1 419 | 5 230 | 9 758 |
| Disposals | -4 798 | -39 511 | -377 | -44 686 |
| Costprice 31.12 | 242 748 | 206 666 | 254 318 | 703 732 |
| Acc. Depreciation 1.1 | 61 298 | 113 618 | 2 338 | 177 254 |
| Depreciation for the year | 13 620 | 12 364 | 8 282 | 34 266 |
| Reclass/disposal | -4 798 | -17 914 | -377 | -23 089 |
| Acc. depreciation 31.12 | 70 120 | 108 068 | 10 243 | 188 431 |
| Acc. impairment losses 1.1 | 3 660 | 13 578 | 32 266 | 49 504 |
| Impairment for the year | 0 | 0 | -1 538 | -1 538 |
| Impairment reclassed from newbuildings | 0 | 0 | 3 398 | 3 398 |
| Disposal | 0 | -13 578 | 0 | -13 578 |
| Acc. impairment losses 31.12 | 3 660 | 0 | 34 126 | 37 786 |
| Carrying amounts 31.12.2014 | 168 968 | 98 598 | 209 949 | 477 515 |
| No. of vessels | 5 | 6 | 8 |
Useful life 20 20 25 Depreciation schedule Straight-line Straight-line Straight-line
*) carrying value of vessels includes dry-docking
The Group has not disposed of any vessels in 2015.
The Group has performed an impairment test where the value in use is calculated using estimated cash flows.
The estimated cash flows are based on management's best estimate and reflect the Group's expectations of the market in the different segments. The net present value of future cash flows is based on a pre-tax weighted average cost of capital (WACC) of 8.5 % in 2014 (2013: 8.5 %) Cash flows are estimated over the remaining life of the vessel, with an estimated residual value at the end of the economic life based on USD 400 per light displacement ton. If vessels are planned for sale, estimated salesprice is based on average 10-years salesprice of identical vessel types of same age. From 2019 and onwards, the cash flows are based on a zero-growth scenario, however an escalating factor of an in average 2.6 % inflation rate has been included for all operating expenses for all years until scrapping/sale.
The Group has calculated value in use of each vessel by discounting expected future cash flows. Recoverable amount has been calculated by weighing different scenarios in line with the Groups business strategy. Dependent on how the market develops, the different scenarios include 1) ownership of the vessels over the remaining lifetime; 2) sale of vessels in five years; and 3) sale of the vessels in ten years. The management is of the opinion that this method will take into account uncertainties in the estimates used in the cash flow model and the fact that shipping is a cyclical industry.
Recoverable amount has been set as the highest of estimated value in use and broker values. Recoverable amount has been compared to booked values. No impairment has been recognized at 30 June 2015. (2014: reversal of USD 1.5 million).
Cash flow projections for the cabu vessels over the remaining economic life of the vessels show a net present value which is higher than the booked value of the fleet (considered as one cash generating unit). Broker values are obtained, however the valuation is based on standard dry bulk vessels so that specialized features of the cabu vessels are not taken into account. No impairment has been recognized for the cabu vessels at 30 June 2015 (2014: 0).
Cash flow projections for the selfunloader vessels over the remaining economic life of the vessels show a net present value which is higher than the booked value of each vessel (considered as one cash generating unit) except one. Broker values are obtained, however the valuation is based on standard dry bulk vessels so that specialized features of the selfunloader vessels are not taken into account. An impairment of USD 2.2 million has been recognized for the selfunloader vessels in 2015 due to reduced forecast on revenue.
The below summarizes the total impairment cost/reversal:
| Impairment loss (-)/ reversal | 30.06.2015 | 30.06.2014 | 2014 |
|---|---|---|---|
| Impairment of vessels | (2 200) | 1 538 | (1 860) |
| Reversal impairment newbuildings | 0 | 0 | 3 398 |
| Total impairment loss (-) / reversal | (2 200) | 1 538 | 1 538 |
As of 30 June 2015, the Group has a newbuilding programme consisting of construction of three identical combination carriers (Zhejiang OuHua Shipbuilding Co. Ltd in China) and two identical kamsarmax bulk carriers (Jiangsu Yangzijiang Shipbuilding Co. Ltd. in China). The combination carriers are scheduled for delivery in 2016 and 2017, and the kamsarmax vessels in 2016.
The kamsarmax newbuildings are part of a larger newbuilding program where the building process is managed by Klaveness Ship Management (sister company).
As of 30 June 2015 no new vessels have been delivered nor employed.
| Combination | ||||
|---|---|---|---|---|
| Investments in newbuildings | Container | carriers | Kamsarmax | Total |
| Cost 1.1 | 0 | 21 946 | 5 779 | 27 725 |
| Borrowing cost | 0 | 346 | 113 | 459 |
| Yard installments paid | 0 | 3 606 | 2 670 | 6 276 |
| Other capitalized cost | 0 | 360 | (49) | 311 |
| Net carrying amount at 30.06.2015 | 0 | 26 258 | 8 513 | 34 770 |
| Combination | ||||
|---|---|---|---|---|
| Investments in newbuildings | Container | carriers | Kamsarmax | Total |
| Cost 1.1 | 23 015 | 0 | 5 340 | 28 355 |
| Borrowing cost | 927 | 0 | 0 | 927 |
| Yard installments paid | 61 153 | 21 462 | 2 770 | 85 385 |
| Other capitalized cost | 876 | 312 | 303 | 1 491 |
| Impairment loss (-)/reversal | 3 398 | 0 | 0 | 3 398 |
| Sale of newbuilding contracts | 0 | 0 | -2 670 | -2 670 |
| Transferred to vessels under operation | -89 369 | 0 | 0 | -89 369 |
| Net carrying amount at 31 December | 0 | 21 774 | 5 743 | 27 517 |
| Combination | |||||
|---|---|---|---|---|---|
| Investments in newbuildings | Container | carriers | Kamsarmax | Total | |
| Cost 1.1 | 23 015 | 0 | 5 340 | 28 355 | |
| Borrowing cost | 927 | 0 | 0 | 927 | |
| Yard installments paid | 61 153 | 21 462 | 2 770 | 85 385 | |
| Other capitalized cost | 876 | 484 | 339 | 1 699 | |
| Impairment loss (-)/reversal | 3 398 | 0 | 0 | 3 398 | |
| Sale of newbuilding contracts | 0 | 0 | -2 670 | -2 670 | |
| Transferred to vessels under operation | -89 369 | 0 | 0 | -89 369 | |
| Net carrying amount at 31 December | 0 | 21 946 | 5 779 | 27 725 |
The below table presents the Group's carrying amount of interest bearing debt by non-current and current portions for the interim period ending 30 June 2015 and full year ended 31 December 2014. All debt except for the bond loans (NOK) are denominated in USD, ref note 7 for further information on bond loans.
As of 30 June 2015, the Group had a total of USD 303.8 million in interest bearing debt (incl capitalized fees, interest hedge and currency hedge) of which USD 286.3 million was classified as non-current debt and USD 17.5 million was classified as current debt. An overview of the loan facilities in the Group is presented below. Mortgage debt are subject to an interest rate of 3M LIBOR plus a margin of in range 0.7-3.25.
The Group has refinanced two loan facilities in the first quarter of 2015. One secured reducing revolving credit facility (RCF) of USD 75 million and one term loan facility of USD 140 million.
The RCF has a tenor of 6 years and will replace the capacity of the existing RCF and the term loans for MV Balto, MV Balchen and MV Baldock. The new RCF will be secured in all five selfunloader vessels. T Klaveness Shipping AS, Klaveness Selfunloaders AS and Klaveness Ship Holding AS will be joint borrowers.
The new term loan facility has a tenor of 7 years and will replace the capacity of the term loan for MV Bangor and MV Barcarena`s share of the existing RCF and secure financing for all the newbuildings. T.Klaveness Shipping AS, Klaveness Bulk AS and Cabu Bangor
| Carrying | ||||
|---|---|---|---|---|
| Mortgage debt | Description | Maturity | amount | Fair value |
| Barry/Baro/Bardu/Banak | DnB/USD 54.6 mill | March 2019 | 25 667 | 27 854 |
| Balao/Ballenita | SEB/USD 30.158 mill | June 2018 | 28 855 | 31 769 |
| Balsa/Baleares | DnB/Danske Bank/USD 35 mill | Sept 2018 | 47 692 | 53 661 |
| Term Loan Facility | Nordea/Danske Bank, USD 140 mill. | April 2022 | 12 423 | 13 292 |
| Revolving Credit Facility | DNB/SEB, USD 75 mill. | January 2021 | 46 076 | 55 620 |
| Banasol | SEB, USD 12 mill. | April 2018 | 7 917 | 8 560 |
| Banastar | SEB, USD 12 mill. | April 2018 | 7 916 | 8 560 |
| Bantry | Danske Bank, USD 18.9 mill. | March 2017 | 13 706 | 14 503 |
| Bakkedal | Nordea, USD 16 mill. | September 2021 | 12 989 | 14 929 |
| Mortgage debt 30 June 2015 | 203 240 | 228 746 |
| 30 June 2015 - Interest bearing debt | Non-current | Current | Total |
|---|---|---|---|
| Mortgage debt | 186 647 | 17 504 | 204 151 |
| Transaction costs mortgage debt | (912) | - | (912) |
| Bond loan | 74 873 | - | 74 873 |
| Transaction costs bond loan | (1 127) | - | (1 127) |
| Cross currency interest rate swap | 26 847 | - | 26 847 |
| Total interest bearing debt | 286 329 | 17 504 | 303 833 |
| 30 June 2014 - Interest bearing debt | Non-current | Current | Total |
| Mortgage debt | 193 246 | 33 003 | 226 249 |
| Transaction costs mortgage debt | - | - | - |
| Bond loan | 96 503 | - | 96 503 |
| Transaction costs bond loan | - | - | - |
| Cross currency interest rate swap | 5 609 | - | 5 609 |
| Total interest bearing debt | 295 358 | 33 003 | 328 361 |
| 2014 - Interest bearing debt | Non-current | Current | Total |
|---|---|---|---|
| Mortgage debt | 196 592 | 20 671 | 217 263 |
| Transaction costs mortgage debt | (604) | - | (604) |
| Bond loan | 79 409 | - | 79 409 |
| Transaction costs bond loan | (1 271) | - | (1 271) |
| Cross currency interest rate swap | 21 544 | - | 21 544 |
| Total interest bearing debt | 295 670 | 20 671 | 316 341 |
The Group has undrawn committed borrowing facilities available at 30 June, for which all conditions have been met, as follows:
| Credit | Drawn up | Available | ||||
|---|---|---|---|---|---|---|
| 30 June 2015 | NOK mill | USD mill | NOK mill | USD mill | NOK mill | USD mill |
| Revolving credit facility | 75 | 46 | 29 | |||
| Term loan Facility | 140 | 12 | 128 | |||
| Bond loan KSH01 | 500 | 300 | 200 | |||
| Buy back KSH01 | (100) | |||||
| Bond loan KSH02 | 600 | 400 | 200 | |||
| Buy back KSH01 | (10) | |||||
| Total | 1 100 | 215 | 590 | 58 | 400 | 157 |
| Credit | Drawn up | Available | ||||
|---|---|---|---|---|---|---|
| 30 June 2014 | NOK mill | USD mill | NOK mill | USD mill | NOK mill | USD mill |
| Revolving credit facility | 42 | 0 | 42 | |||
| Bond loan KSH01 | 500 | 300 | 200 | |||
| Buy back KSH01 | (100) | |||||
| Bond loan KSH02 | 600 | 400 | 200 | |||
| Buy back KSH01 | (10) | |||||
| Total | 1 100 | 42 | 590 | 0 | 400 | 42 |
| Credit | Drawn up | Available | ||||
|---|---|---|---|---|---|---|
| 2014 | NOK mill | USD mill | NOK mill | USD mill | NOK mill | USD mill |
| Revolving credit facility | 42 | 0 | 42 | |||
| Bond loan KSH01 | 500 | 300 | 200 | |||
| Buy back KSH01 | (100) | |||||
| Bond loan KSH02 | 600 | 400 | 200 | |||
| Buy back KSH01 | (10) | |||||
| Total | 1 100 | 42 | 590 | 0 | 400 | 42 |
The Group has entered into interest rate swap agreements designated as cash flow hedges to partly hedge interest rate exposure related to the Group's long term mortgage debt. The purpose of these interest rate swaps is to limit the interest rate exposure related to the loans. When interest rate swaps qualify for hedge accounting, the fair value movement is recognised in other comprehensive income until realization of the hedged transaction. Fair value of interest rate swaps which qualify for hedge accounting is USD 159k (liability) as per 30.06.2015 (2014: USD 13k (asset)).
To hedge the Group's bond loans, the Group has entered into three cross currency interest rate swap agreements. The interest rate and currency swap agreements are designated as cash flow hedges and are effective hedging instruments. Changes in fair value are recognised in other comprehensive income.
Existing credit facilities impose restrictions which may limit or prohibit the ability for some of the entities in the Group to incur additional indebtness, sell shares in subsidiaries, commit to new capital expenditure, pay dividends, engage in mergers and demergers or purchase and sell vessels without the consent of lenders (non-financial covenants). In addition, lenders may accelerate the maturity of the indebtness under financing agreements and foreclose upon the collateral securing the indebtness upon the occurence of certain events of defaults. Various debt agreements of the Group contain covenants which require the compliance of certain financial covenants. With regards to such covenants, the Group has to maintain a minimum market value of the vessels relative to outstanding loan amount, in the range 110-130 %, minimum equity on Group level of USD 125 mill, a minimum equity ratio of 30 %, maximum gearing ratio measured by net interest-bearing debt/EBITDA of 5.0 and a minimum free cash position of USD 10 mill. Certain cross-default exists.
The Group was in compliance with these covenants at 30 June 2015 and 31 December 2014.
As a security for the mortgage debt, the company has included a first priority security in all vessels ,and insurances in the vessels and assignment of the earnings of the vessels in favour of the debtors.
| Book value of collateral, mortgaged and leased assets | 30 June 2015 | 30 June 2014 | 2014 |
|---|---|---|---|
| Vessels | 463 198 | 489 827 | 477 515 |
| Total book value of collateral, mortgaged and leased assets | 463 198 | 489 827 | 477 515 |
The Group entered into two bond agreements in May 2013 and in March 2014.
The bond loans are listed on Nordic ABM and has a bullet structure with no repayment until maturity in respectively May 2018 and March 2020. Bond loans are subject to an interest rate of 3M NIBOR plus a margin of 4.25 and 4.75. Both bond loans are issued by Klaveness Ship Holding AS.
As the Group's base currency is USD, cross currency interest rate swaps (CCIRS) from NOK to USD, and from floating to fixed interest rate of the range 6,01% - 6,39 %, has been entered into. The CCIRS covers 100 % of the NOK 300 mill bond and 75 % of the NOK 400 mill bond at 30 June 2015.
The bond entered into in May 2013 has a borrowing limit of NOK 500 million and bond entered into in March 2014 has a borrowing limit of NOK 600 million.
Covenants are described in note 5.
| Face value | Year of | Carrying amount (USD'000) | |||
|---|---|---|---|---|---|
| Bond loan | NOK'000 | maturity | 30.06.2015 | 30.06.2014 | 2014 |
| KSH01 | |||||
| Original loan amount | 300 000 | 08.05.2018 | 52 250 | 52 250 | 52 250 |
| Buy back | (100 000) | (17 417) | (17 417) | (17 417) | |
| Exchange rate adjustment | (9 452) | (2 187) | (7 915) | ||
| Capitalized expenses | (448) | 0 | (423) | ||
| 24 933 | 32 646 | 26 495 | |||
| KSH02 | |||||
| Original loan amount, fixed | 300 000 | 20.03.2020 | 50 500 | 50 500 | 50 500 |
| Original loan amount, unfixed | 100 000 | 20.03.2020 | 16 828 | 16 828 | 16 828 |
| Buy back | (10 000) | (1 355) | (1 355) | (1 355) | |
| Exchange rate adjustment | (16 480) | (2 313) | (13 482) | ||
| Capitalized expenses | (679) | 197 | (848) | ||
| 48 813 | 63 857 | 51 643 | |||
| Debt as of reporting period | 590 000 | 73 746 | 96 503 | 78 138 |
The group mainly operates in the Norwegian tonnage tax regime which exempt ordinary tax on shipping income, instead a tonnage tax fee is payable based on the size of the vessel. The fee is recognized as an operating expense. Financial income is taxable according to the Norwegian tonnage tax regime based on the company tax rate in Norway on 27 %. Tax expense for H1-2015 has been estimated based on expected taxation on financial items of 27 % .
In H1-2015 the Group has reversed an accrual for payable tax recorded in 2014 amounting to mUSD 5.3, which resulted in net tax income for H1-2015 amounting to mUSD 7.0. The reversal related to an adjustment in taxable income which was intended to be offset through group contribution. The reversal does not have any cash flow impact.
The ultimate owner of the Klaveness Ship Holding AS Group is Rederiaksjeselskapet Torvald Klaveness (RASTK), which owns 100 % of the shares in Klaveness Ship Holding AS.
The Group has undertaken several agreements and transactions with related parties in the RASTK Group. The level of fees are based on market terms and are in accordance with the arm's length principle.
Klaveness AS delivers services to the Group performed by corporate functions like management, legal, accounting & controlling, risk management and commercial management. In 2014 these services were performed by AS Klaveness Chartering (KC).
Klaveness Ship Management AS delivers ship management services for all of the vessels in the Group. Ship Management fees cover services like technical management, crewing management, IT and energy management. For the newbuildings in the Group, Klaveness Ship Management performs supervision and project management services.
| USD'000 | ||||||
|---|---|---|---|---|---|---|
| Supplier | Type of agreement | 30.06.2015 | 30.06.2014 | 2014 | ||
| Klaveness AS (sister company) | Business administration fee | (2 804) | (2 334) | (4 717) | ||
| Klaveness AS (sister company) | Commercial management fee | (302) | (42) | (652) | ||
| Klaveness AS (sister company) | IT fee | (266) | (277) | (562) | ||
| Klaveness Ship Management AS (sister company) | Ship Mangement fee | (2 822) | (2 897) | (5 727) |
Regular claims are made against the Group as a result of its ordinary operations. Provisions are made in the financial statements whenever the probable outcome of these disputes are expected to be in disfavour of the Group.
There are no events that have a material effect on the financial statement after 30 June 2015.
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