Quarterly Report • Jul 28, 2022
Quarterly Report
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d'Amico International Shipping S.A.
Registered office at 25C Boulevard Royal, Luxembourg Share capital US\$ 62,052,778.45 as at 30 June 2022
| BOARD OF DIRECTORS AND CONTROL BODIES 3 |
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|---|---|
| KEY FIGURES 4 | |
| CONSOLIDATED INTERIM MANAGEMENT REPORT 5 | |
| GROUP STRUCTURE 5 | |
| ALTERNATIVE PERFORMANCE MEASURES (APM) 9 |
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| SUMMARY OF THE RESULTS IN THE SECOND QUARTER AND FIRST HALF OF 202212 | |
| SIGNIFICANT EVENTS OF THE FIRST SEMESTER 19 |
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| SIGNIFICANT EVENTS SINCE THE END OF THE PERIOD AND BUSINESS OUTLOOK 20 |
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| AUDITORS REPORT ON REVIEW OF THE CONDENSED CONSOLIDATED INTERIM FINANCIAL |
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| STATEMENTS (2 PAGES)23 | |
| D'AMICO INTERNATIONAL SHIPPING GROUP CONDENSED CONSOLIDATED INTERIM |
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| FINANCIAL STATEMENTS AS AT 30 JUNE 2022 25 |
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| CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT 25 |
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| CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME25 | |
| CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION 26 |
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| CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS 27 |
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| INTERIM CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY 28 |
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| NOTES……………29 |
Chairman, Chief Executive Officer Paolo d'Amico
Directors
Antonio Carlos Balestra di Mottola, Chief Financial Officer Cesare d'Amico – Executive Director Marcel C. Saucy – Non-executive, Lead Independent Director Tom Loesch – Non-executive, Independent Director Monique I.A. Maller – Non-executive, Independent Director
MOORE Audit S.A.
US\$ million
| Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | |
|---|---|---|---|---|
| UNREVIEWED | UNREVIEWED | US\$ Thousand | ||
| 72,786 | 46,135 Time charter equivalent (TCE) earnings* | 115,607 | 88,891 | |
| 48,470 | 18,865 EBITDA* | 66,243 | 33,017 | |
| 66.59% | 40.89% | as % of margin on TCE | 57.30% | 37.14% |
| 33,425 | 2,662 EBIT* | 33,715 | 386 | |
| 45.92% | 5.77% | as % of margin on TCE | 29.16% | 0.43% |
| 25,714 | (5,411) Net profit (loss) | 19,218 | (15,179) | |
| 35.33% | (11.73)% | as % of margin on TCE | 16.62% | (17.08)% |
| 26,534 | (5,071) Adjusted Net profit (loss)** | 22,375 | (14,408) | |
| 0.021 | (0.004) | Earnings (loss) per share | 0.016 | (0.012) |
| 8,741 | 11,925 | Operating cash flow | 18,982 | 18,533 |
| (475) | (2,215) | Gross CAPEX* | (894) | (4,184) |
| As at 30 June 2022 |
As at 31 December 2021 |
|||
| Total assets | 933,681 | 936,316 | ||
| Net financial indebtedness* | 474,841 | 520,288 | ||
| Shareholders' equity | 359,449 | 332,382 |
*see Alternative Performance Measures on page 9;
** Excluding results on disposal and non-recurring financial items, as well as the effects of IFRS 16 – please refer also to the summary of financial results for the first half of 2022.
| Q2 2022 UNREVIEWED |
Q2 2021 UNREVIEWED |
H1 2022 UNREVIEWED |
H1 2021 UNREVIEWED |
|
|---|---|---|---|---|
| 23,389 | 13,893 Daily operating measures - TCE earnings* per employment day (US\$)1 |
18,559 | 13,371 | |
| 35.5 | 38.0 Fleet development - Total vessel equivalent* | 35.8 | 38.4 | |
| 17.5 | 20.0 - Owned | 17.8 | 19.8 | |
| 8.0 | 8.0 | - Bareboat chartered-in | 8.0 | 8.2 |
| 10.0 | 10.0 - Time chartered-in | 10.0 | 10.4 | |
| - | - Vessels-equivalent under commercial management | - | - | |
| 1.3% | 4.1% Off-hire days/ available vessel days2 (%) | 0.8% | 4.3% | |
| 39.8% | 46.7% Fixed rate contract/ available vessel days3 (coverage %) |
42.1% | 48.1% |
*see Alternative Performance Measures on page 9.
1 This figure represents time charter ("TC") equivalent earnings for vessels employed on the spot market and time charter contracts, net of commissions. Please refer to the Alternative Performance Measures included further on in this report. This figure excludes TCE Earnings generated by the 'vessels under commercial management', as DIS passes these earnings on to the vessels' owners, after deducting a 2% commission on all their gross revenues.
2 This figure is equal to the ratio of the total off-hire days, including those from dry-docks, and the total number of available vessel days.
3 Fixed rate contract days/available vessel days (coverage ratio): this figure represents the proportion of available vessel days, including offhire days, employed through time charter contracts.
Set out below is d'Amico International Shipping Group's structure as at 30 June 2022:
d'Amico International Shipping S.A. (DIS, the Group, d'Amico International Shipping or the Company) is an international marine transportation company, part of the d'Amico Group (d'Amico), which traces its origins to 1936. As at 30 June 2022, d'Amico International Shipping controls, mainly through d'Amico Tankers d.a.c. (Ireland), its fully owned subsidiary, a fleet of 35.0 vessels, of which 25.0 owned and bareboat vessels (with purchase obligations), with an average age of approximately 6.9 years, compared to an average in the product tankers industry of 12 years for MRs and LR1s (25,000 – 84,999 dwt). All DIS' vessels are double-hulled and are primarily engaged in the transportation of refined oil products, providing worldwide shipping services to the major oil companies and trading houses. All the vessels are compliant with IMO (International Maritime Organization) regulations, including MARPOL (the International Convention for the Prevention of Pollution from Ships), with the requirements of oil-majors and energy-related companies and other relevant international standards. Based on MARPOL/IMO rules, cargoes such as palm oil, vegetable oil and other chemicals can only be transported by vessels that meet certain requirements (IMO Classed). As at 30 June 2022, 77.1% of DIS' controlled fleet was IMO Classed, allowing the Group to transport a large range of products.
d'Amico International Shipping's revenue is mainly generated from the employment, either directly or through its partnerships, of the vessels of its fleet under spot contracts and time charters, for the marine transportation of refined petroleum products. Vessels operating under fixed rate contracts, including time charters, usually provide more steady and predictable cash flows than vessels operating on the spot market. Spot contracts offer the opportunity to maximise DIS' revenue during periods of increasing market rates, although they may result in lower earnings than time charters during periods of decreasing rates. This employment mix varies according to prevailing and forecasted market conditions. Gains or losses can also arise from the sale of the vessels in DIS' fleet.
DIS believes that it benefits from a strong brand name and an established reputation in the international market due to its long operating history and that such a reputation is important in maintaining and strengthening its longterm relationships with its partners and existing customers and in developing relationships with new customers. Its partners and customers appreciate the transparency and accountability, which have been priorities for the Group from its early days. Accountability, transparency and a focus on quality are pillars of its operations and key to DIS' success.
The quality of its fleet is preserved through scheduled maintenance programmes, by aiming for exacting standards on owned vessels and by chartering-in vessels from owners who meet high-quality standards.
DIS has a presence in Luxembourg, Dublin (Ireland), London (U.K.), Monte Carlo (Monaco), Singapore and Stamford, CT (USA). These offices are located in the key maritime centres around the world. DIS believes that its international presence allows it to meet the needs of its international clients in different geographical areas, strengthening the Group's recognition and its brand name worldwide. In addition, through the different opening hours of offices located in several time zones, DIS can continuously monitor its operations and assist its customers.
As at 30 June 2022, the Group employed an equivalent of 516 seagoing personnel and 23 onshore personnel.
DIS controlled as at 30 June 2022, either through ownership or charter arrangements a modern fleet of 35.0 product tankers (31 December 2021: 37.0 product tankers). DIS' product tanker vessels range from approximately 36,000 to 75,000 dwt.
Since 2012, DIS has ordered 22 newbuildings, the last of which was delivered in October 2019. All these newbuildings are fuel-efficient and in compliance with recent environmental legislation. They can therefore cater to the high standards required by the Group's oil major customers, in addition to being highly cost effective.
Operating a large fleet enhances the generation of earnings and operating efficiencies. A large fleet strengthens the Group's ability to advantageously position vessels and improves the fleet's availability and scheduling flexibility, providing DIS with a competitive advantage in securing spot voyages. In particular, the scale of its
operations provides it with the flexibility necessary to enable it to capitalise on favourable spot market conditions to maximise earnings and negotiate favourable contracts with suppliers.
The following table sets forth information about DIS' fleet on the water as at 30 June 2022.
| Name of vessel | Dwt | Year built | Builder, Country4 | IMO classed |
|---|---|---|---|---|
| LR1 fleet | ||||
| Owned | ||||
| Cielo di Londra | 75,000 | 2019 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | - |
| Cielo di Cagliari | 75,000 | 2018 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | - |
| Cielo Rosso | 75,000 | 2018 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | - |
| Cielo di Rotterdam | 75,000 | 2018 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | - |
| Cielo Bianco | 75,000 | 2017 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | - |
| Bareboat with purchase options and purchase obligation | ||||
| Cielo di Houston | 75,000 | 2019 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | - |
| MR fleet | ||||
| Owned | ||||
| High Challenge | 50,000 | 2017 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | IMO II/III |
| High Wind | 50,000 | 2016 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | IMO II/III |
| High Tide | 51,768 | 2012 | Hyundai Mipo, South Korea | IMO II/III |
| High Seas | 51,678 | 2012 | Hyundai Mipo, South Korea | IMO II/III |
| GLENDA Melissa5 | 47,203 | 2011 | Hyundai Mipo, South Korea | IMO II/III |
| GLENDA Meryl6 | 47,251 | 2011 | Hyundai Mipo, South Korea | IMO II/III |
| GLENDA Melody7 | 47,238 | 2011 | Hyundai Mipo, South Korea | IMO II/III |
| GLENDA Melanie8 | 47,162 | 2010 | Hyundai Mipo, South Korea | IMO II/III |
| Bareboat with purchase options and purchase obligations | ||||
| High Trust | 49,990 | 2016 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | IMO II/III |
| High Trader | 49,990 | 2015 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | IMO II/III |
| High Loyalty | 49,990 | 2015 | Hyundai Mipo, South Korea | IMO II/III |
| High Freedom | 49,990 | 2014 | Hyundai Mipo, South Korea | IMO II/III |
| High Discovery | 50,036 | 2014 | Hyundai Mipo, South Korea | IMO II/III |
| High Fidelity | 49,990 | 2014 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | IMO II/III |
| High Voyager | 45,999 | 2014 | Hyundai Mipo, South Korea | IMO II/III |
| TC-in long-term with purchase options | ||||
| High Leader | 50,000 | 2018 | Japan Marine, Japan | IMO II/III |
| High Navigator | 50,000 | 2018 | Japan Marine, Japan | IMO II/III |
| High Explorer | 50,000 | 2018 | Onomichi, Japan | IMO II/III |
| High Adventurer | 50,000 | 2017 | Onomichi, Japan | IMO II/III |
| Crimson Pearl | 50,000 | 2017 | Minaminippon Shipbuilding, Japan | IMO II/III |
| Crimson Jade | 50,000 | 2017 | Minaminippon Shipbuilding, Japan | IMO II/III |
| TC-in long-term without purchase options | ||||
| Green Planet | 50,843 | 2014 | Daesun Shipbuilding, South Korea | IMO II/III |
| High Prosperity | 48,711 | 2006 | Imabari, Japan | - |
| High SD Yihe | 48,700 | 2005 | Imabari, Japan | - |
4 Hyundai Mipo, South Korea (Vinashin, Vietnam) refers to vessels ordered at Hyundai Mipo and built at their Vinashin (Vietnam) facility.
5 Vessel owned by GLENDA International Shipping d.a.c. (in which DIS has 50% interest) and time chartered to the Glencore Group which then recharters the vessel with identical terms to d'Amico Tankers d.a.c.
6 Vessel owned by GLENDA International Shipping d.a.c. (in which DIS has 50% interest).
7 Vessel owned by GLENDA International Shipping d.a.c. (in which DIS has 50% interest) and time chartered to the Glencore Group which then recharters the vessel with identical terms to d'Amico Tankers d.a.c.
8 Vessel owned by GLENDA International Shipping d.a.c. (in which DIS has 50% interest).
| Handy-size fleet | ||||
|---|---|---|---|---|
| Owned | ||||
| Cielo di Salerno | 39,043 | 2016 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | IMO II/III |
| Cielo di Hanoi | 39,043 | 2016 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | IMO II/III |
| Cielo di Capri | 39,043 | 2016 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | IMO II/III |
| Cielo di Ulsan | 39,060 | 2015 | Hyundai Mipo, South Korea (Vinashin, Vietnam) | IMO II/III |
| Cielo di New York | 39,990 | 2014 | Hyundai Mipo, South Korea | IMO II/III |
| Cielo di Gaeta | 39,990 | 2014 | Hyundai Mipo, South Korea | IMO II/III |
As at 30 June 2022, d'Amico International Shipping directly employed 35.0 Vessels: 4 LR1s ('Long Range 1'), 7 MRs ('Medium Range') and 2 Handy-size vessels on term contracts at fixed rates, whilst 2 LR, 16 MR and 4 Handy-size vessels were at the same date employed on the spot market. Some of these DIS' vessels are employed through its joint venture GLENDA International Shipping d.a.c. ("GIS"), a jointly controlled entity with the Glencore Group, in which d'Amico Tankers d.a.c. has a 50% interest. As at 30 June 2022, GIS owned 4 MR vessels built between February 2010 and February 2011, all of which were time-chartered to the Glencore Group, with two of these then timechartered with identical terms by the Glencore Group to d'Amico Tankers DAC.
d'Amico International Shipping is part of the d'Amico Group, one of the world's leading privately-owned marine transportation companies, with over 70 years of experience in the shipping business, whose ultimate parent company is d'Amico Società di Navigazione S.p.A. (Italy). As at 30 June 2022, the d'Amico Group controlled a wide fleet of owned and chartered-in vessels, of which 35.0 were part of the DIS fleet, operating in the product tanker market. d'Amico International Shipping also benefits from the expertise of the d'Amico Group, which provides technical management services, including crewing and insurance arrangements, as well as safety, quality, and environmental services for DIS' vessels.
Along with the most directly comparable IFRS measures, DIS' management regularly uses Alternative Performance Measures, as they provide helpful additional information for readers of its financial statements, indicating how the business has performed over the period, filling the gaps left by the reporting standards. APMs are financial and nonfinancial measures of historical or future financial performance, financial position or cash-flows, other than a financial measure defined or specified in the Group's applicable financial reporting framework and standards (IFRS); for this reason they might not be comparable to similarly titled measures used by other companies and are not measurements under IFRS or GAAP and thus should not be considered substitutes for the information contained in the Group's financial statements. The following section sets out the Group's definitions of used APMs:
A shipping industry standard allowing the comparison of period-to-period net freight revenues, which are not influenced by whether the vessels were employed on Time charters (TC), Voyage charters or Contracts of affreightment (please see Non-Financial APM definitions below). As indicated in the Profit and Loss financial statement, it is equal to revenues less voyage costs.
Revenues originating from contracts under which the ship owner is usually paid monthly in advance charter hire at an agreed daily rate for a specified period of time, during which, the charterer is responsible for the technical management of the vessel, including crewing, and therefore also for its operating expenses (see further in Other definitions).
EBITDA is defined as the result for the period before the impact of taxes, interest, the Group's share of the result of joint ventures and associates, depreciation, and amortization. It is equivalent to the gross operating profit, which indicates the Group's revenues from sales less its cost of the services (transport) sold. EBITDA Margin is defined as EBITDA divided by Time charter equivalent earnings (as described above). DIS believes that EBITDA and EBITDA Margin are useful additional indicators investors can use to evaluate the Group's operating performance.
EBIT is defined as the result for the period before the impact of tax, interest, and the Group's share of the result of joint ventures and associates. It is equivalent to the net operating profit and the Group uses it to monitor its return after operating expenses and the cost of the use of its tangible assets. EBIT Margin is defined as operating profit as a percentage of Time charter equivalent earnings and represents for DIS a suitable measure to show the contribution of the Time-Charter Earnings in covering both fixed and variable costs.
Return on Capital Employed is a profitability ratio which measures how efficiently a company is using its capital. It is calculated dividing the EBIT by the capital employed, that is, by total assets less current liabilities.
Gross capital expenditure, that is the expenditure for the acquisition of fixed assets as well as expenditures capitalised as a result of the intermediate or special surveys of our vessels, or of investments for the improvement of DIS vessels, as indicated under Net acquisition of fixed assets within the cash-flow from investing activities; it gives an indication about the strategic planning (expansion) of the Group (capital intensive industry).
Comprises bank loans and other financial liabilities, less cash and cash equivalents and liquid financial assets or shortterm investments available to service those debt items. The Group believes net indebtedness is relevant to investors as it is a metric on the overall debt situation of a company, indicating the absolute level of non-equity funding of the business. The relevant table in the net indebtedness section within the report on operations, reconciles net debt to the pertinent balance sheet line items.
The standard eliminates the classification of leases as either operating leases or finance leases for a lessee; instead, all leases are treated in a similar way to finance leases applying IAS 17. Leases are "capitalised" by recognising the
present value of lease payments and showing them either as leased assets (right-of-use assets, RoU) or together with property, plant, and equipment (PPE). Lease items of low value (under US\$ 5 thousand) or for which the lease duration is shorter than one year are excluded from this treatment and are expensed as incurred. If lease payments are made over time, the company also recognises a financial liability representing its obligation to make future lease payments. The most significant effect is an increase in lease assets (or PPE) and financial liabilities, leading to changes in key financial metrics derived from balance sheet data.
For companies with material off-balance sheet leases, IFRS 16 changes the nature of the expenses related to those leases: the straight-line operating lease expense (time-charter-in) are replaced with a depreciation charge for the lease asset (included within operating costs) and an interest expense on the lease liability (included within finance costs).
Total theoretical number of days a vessel is available for sailing during a period. It provides an indication of the Group's fleet earnings potential during a period, which takes into account the date of delivery to and redelivery from the Group of the vessels in its fleet (please refer also to the Key figures, other operating measures).
Ratio indicating how many available vessel days are already covered by fixed rate contracts (time charter contracts or contracts of affreightment). It provides an indication of how exposed the Group is to changes in the freight market during a certain period (please refer to Time charter equivalent earnings in the Management financial review).
Daily spot rate refers to daily time-charter equivalent earnings (please refer to definition below) generated by employing DIS' vessels on the spot market (or on a voyage basis) and daily TC rate refers to daily time-charter earnings generated by employing DIS' vessels on 'time-charter' contracts (please refer to the Management financial review).
Means the period in which a vessel is unable to perform the services for which it is immediately required under a time charter. Off-hire periods can include days spent on repairs, dry-docking and surveys, whether or not scheduled. It can help to explain changes in time-charter equivalent earnings between different periods (please refer to Revenues, in the Management financial review).
A measure of the average daily revenue performance of a vessel or of DIS' fleet. DIS' method of calculating time charter equivalent earnings per day is consistent with industry standards and is determined by dividing voyage revenues (net of voyage expenses) by on-hire days for the relevant time period. Time charter equivalent earnings per day is a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance, since it is unaffected by the changes in the mix of charter contracts (i.e. spot charters, time charters and contracts of affreightment) through which the vessels are employed. It allows a comparison of the Group's performance with industry peers and market benchmarks (please refer to Key figures).
The number of vessels equivalent in a period is equal to the sum of the products of the total available vessel days over that period for each vessel and the participation of the Group (direct or indirect) in that vessel, divided by the number of calendar days in that period. It provides an indication of the Group's fleet size and earnings potential over a period (please refer to Key figures).
A contract type under which the ship owner is usually paid monthly in advance charter hire at an agreed daily rate for a specified period of time, during which the charterer is responsible for the technical management of the vessel, including crewing, and therefore also for its operating expenses (please refer to note 6). A bareboat charter is also known as a "demise charter" or a "time charter by demise".
A contract for the hire of a vessel for a specified period of time or to carry cargo from a loading port to a discharging port. The contract for a charter is commonly called a charter party and there are three main types of such contracts, a bareboat charter party, a voyage charter party and time charter party (refer to definitions in this section).
An agreement between an owner and a charterer which obliges the owner to provide a vessel to the charterer to move specific quantities of cargo, at a fixed rate, over a stated time period but without designating specific vessels or voyage schedules, thereby providing the owner with greater operating flexibility than with voyage charters alone.
The company that controls a vessel, replacing the registered owner, either through a time-charter or a bareboat charter.
For DIS these usually refer to revenues generated through time-charter contracts or contracts of affreightment (please refer to definitions in this section). Bareboat charter contracts are also usually fixed rate contracts but DIS controls rather than employs vessels through such contracts.
A contract type through which a registered owner (owner) or disponent owner (please refer to definition in this section) is paid freight for transporting cargo from a loading port to a discharging port. The charterer pays the vessel owner or disponent owner on a per-ton or lump-sum basis. The payment for the use of the vessel is known as freight. The owner or disponent owner is responsible for paying voyage expenses. Typically, the charterer is responsible for any delay at the loading or discharging ports. A ship-owner or bareboat charterer operating its vessel on voyage charter is responsible for the technical management of the vessel, including crewing, and therefore also for its operating expenses.
Is a contract type through which the registered owner (owner) or disponent owner (please refer to definition within this section) is paid usually monthly in advance charter hire at an agreed daily rate for a specified period of time (usually a fixed rate contract). With such contracts the charterer is responsible for paying the voyage expenses and additional voyage insurance. A ship-owner or bareboat charterer operating its vessel on time-charter is responsible for the technical management of the vessel, including crewing, and therefore also for its operating expenses.
The product tanker markets were very weak at the beginning of 2022. However, the product tanker market has seen significantly improved conditions in Q2 amid impacts from the Russia-Ukraine conflict. Conditions have varied by sector, with product tanker earnings especially strong, earnings in the smaller crude sectors healthy and the VLCC market still weak (though eco and scrubber fitted ships have fared better). Crude tanker markets are expected to benefit from further easing of OPEC output cuts and improved Chinese demand in coming months, providing further support to an already buoyant product tanker market.
Average clean MR earnings improved throughout the quarter. The recent strength in the MR markets has been underpinned by recovering demand for refined products as economies continue reopening following the lifting of restrictions linked to COVID, inefficiencies in the supply chain and shifting trade patterns, with increased volumes on longer-haul routes ex-US and ex-Asia into Europe, as purchasers source alternatives to Russian volumes. Earnings have remained high, supported by steady activity, in both the Eastern and Western basins.
According to the IEA's July '22 report global refinery runs rose by 600,000 b/d in June as maintenance wound down, while product prices and margins marched on to new highs. At 79.7 million b/d, throughputs were 1.4 million b/d higher than April's seasonal low, but with refined product demand increasing one and a half times as fast over the same period, the gap between product supply and demand widened.
Refinery margins increased further in June on a monthly average basis, except for margins in Northwest Europe, which were affected by lower naphtha runs.
The one-year time-charter rate is always the best indicator of spot market expectations and as at the end of June 2022 was assessed at around US\$ 20,000 per day (up from US\$ 13,500 per day in March) for a conventional MR2, with an Eco MR2 assessed at a premium of around US\$ 3,000 per day.
In H1 2022, DIS recorded a Net profit of US\$ 19.2 million vs. a Net loss of US\$ (15.2) million posted in the same period of 2021. Such positive variance is attributable to a much stronger product tanker market relative to the same period of last year. Excluding results on disposal and non-recurring financial items, as well as the asset impairment and the effects of IFRS 16, DIS' Net result would have amounted to US\$ 22.4 million in H1 2022 compared with US\$ (14.4) million recorded in H1 2021. In Q2 2022, DIS posted a Net profit of US\$ 25.7 million vs. a Net loss of US\$ (5.4) million registered in the second quarter of last year. Excluding results on disposal and non-recurring financial items, as well as the asset impairment and the effects of IFRS 16, DIS' Net result would have amounted to US\$ 26.5 million in Q2 2022 compared with US\$ (5.1) million recorded in Q2 2021.
DIS generated an EBITDA of US\$ 66.2 million in H1 2022 vs. US\$ 33.0 million achieved in H1 2021, and of US\$ 48.5 million in Q2 2022 vs. US\$ 18.9 million in Q1 2021.
In terms of spot performance, DIS achieved a daily spot rate of US\$ 21,037 in H1 2022 vs. US\$ 11,355 in H1 2021 (Q2 2022: US\$ 28,687 vs. Q2 2021: US\$ 12,720), as a result of the much stronger market relative to the same period of last year.
At the same time, 42.1% of DIS' total employment days in H1 2022, were covered through 'time-charter' contracts at an average daily rate of US\$ 15,158 (H1 2021: 48.1% coverage at an average daily rate of US\$ 15,546). A good level of time charter coverage is one of the pillars of DIS' commercial strategy and allows it to mitigate the effects of the spot market volatility, securing a certain level of earnings and cash generation even throughout negative cycles. DIS' total daily average rate (which includes both spot and time-charter contracts) was of US\$ 18,559 in the first six months of 2022 compared with US\$ 13,371 achieved in the same period of 2021 (Q2 2022: US\$ 23,389 vs. Q2 2021: US\$ 13,893).
| Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | |
|---|---|---|---|---|
| UNREVIEWED | UNREVIEWED | US\$ Thousand | ||
| 108,742 | 62,916 Revenue | 175,280 | 122,037 | |
| (35,956) | (16,781) Voyage costs | (59,673) | (33,146) | |
| 72,786 | 46,135 Time charter equivalent earnings* | 115,607 | 88,891 | |
| 1,200 | - Bareboat charter revenue * | 2,386 | - | |
| 73,986 | 46,135 Total net revenue | 117,993 | 88,891 | |
| (515) | (1,361) Time charter hire costs | (1,721) | (1,620) | |
| (21,012) | (21,714) Other direct operating costs | (42,141) | (46,191) | |
| (3,462) | (3,650) General and administrative costs | (6,840) | (6,990) | |
| (527) | (545) Result on disposal of fixed assets | (1,048) | (1,073) | |
| 48,470 | 18,865 EBITDA* | 66,243 | 33,017 | |
| (15,045) | (16,203) | Depreciation and impairment | (32,528) | (32,631) |
| 33,425 | 2,662 EBIT* | 33,715 | 386 | |
| 320 | 433 Net financial income | 893 | 1,019 | |
| (8,064) | (8,416) Net financial charges | (15,282) | (16,423) | |
| 25,681 | (5,321) Profit (loss) before tax | 19,326 | (15,018) | |
| 33 | (90) Income tax | (108) | (161) | |
| 25,714 | (5,411) Net profit (loss) | 19,218 | (15,179) |
*see Alternative Performance Measures on page 9
Revenue was US\$ 175.3 million in H1 2022 (US\$ 122.0 million in H1 2021) and US\$ 108.7 million in Q2 2022 (US\$ 62.9 million in Q2 2021). The increase in gross revenue compared with the previous year is attributable mainly to a stronger freight market. In addition, the percentage of off-hire days in H1 2022 (0.8%) was lower than in the same period of the previous year (4.3%), mainly due to the timing of commercial off-hires and dry-docks.
Voyage costs reflect the mix of spot and time-charter employment contracts. These costs, which occur only for vessels employed on the spot market, amounted to US\$ (59.7) million in H1 2022 compared with US\$ (33.1) million in H1 2021 (Q2 2022: US\$ (36.0) million vs. Q2 2021: US\$ (16.8) million). The higher costs reflect DIS' higher exposure to the spot market and higher bunker prices, relative to the same period of last year.
Time charter equivalent earnings were of US\$ 115.6 million in H1 2022 vs. US\$ 88.9 million in H1 2021 and US\$ 72.8 million in Q2 2022 vs. US\$ 46.1 million in Q2 2021. In detail, DIS realized a daily average spot rate of US\$ 21,037 in H1 2022 compared with US\$ 11,355 achieved in H1 2021, and of US\$ 28,687 in Q2 2022 compared with US\$ 12,720 in Q2 2021.
In H1 2022, DIS maintained a good level of 'coverage'9 (fixed-rate contracts), securing an average of 42.1% (H1 2021: 48.1%) of its available vessel days at a daily average fixed rate of US\$ 15,158 (H1 2021: US\$ 15,546). In addition to securing revenue and supporting the operating cash flow generation, these contracts enabled DIS to strengthen its historical relationships with the main oil majors.
9 Coverage ratio (%) and daily average covered rate include a bareboat charter out contract on an LR1 vessel owned by d'Amico Tankers d.a.c., inclusive of an assumed daily Opex of US\$ 6,700 (in line with DIS' actual costs), in order to express this bareboat contract in time-charter equivalent terms. The gross revenue of this bareboat contract is reported under 'bareboat charter revenue' in the Income Statement.
DIS' total daily average TCE (Spot and Time Charter)10 was of US\$ 18,559 in H1 2022 vs. US\$ 13,371 in H1 2021, and of US\$ 23,389 in Q2 2022 vs. US\$ 13,893 in Q2 2021.
| DIS TCE daily rates (US dollars) |
2021 | 2022 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Q1 | Q2 | H1 | Q3 | Q4 | FY | Q1 | Q2 | H1 | |
| Spot | 9,923 | 12,720 | 11,355 | 9,248 | 12,055 | 11,004 | 12,857 | 28,687 | 21,037 |
| Fixed | 15,842 | 15,231 | 15,546 | 15,163 | 14,493 | 15,194 | 14,968 | 15,373 | 15,158 |
| Average | 12,853 | 13,893 | 13,371 | 12,113 | 13,165 | 12,996 | 13,796 | 23,389 | 18,559 |
Bareboat charter revenue was of US\$ 2.4 million in H1 2022, and it relates to the bareboat charter out contract started in October 2021 on one of d'Amico Tankers d.a.c.'s LR1 vessels.
Time charter hire costs. IFRS 16 Leases is effective for annual periods beginning on or after 1 January 2019 and has been adopted by the Company. IFRS 16 substantially changes the Group's Consolidated Financial Statements, significantly affecting the treatment by lessees of contracts which in previous periods were treated as operating leases. With some exceptions, liabilities for payments on contracts previously classified as operating leases are now discounted at the lessee's incremental borrowing rate, leading to the recognition of a lease liability and a corresponding right of use asset (amounting to the liability plus the present value of any restoration costs and any incremental costs in entering the lease, as well as any lease payments made prior to commencement of the lease, minus any lease incentives already received). Therefore, starting from 1 January 2019, 'time-charter hire costs' includes only time-charter contracts whose residual term is shorter than 12 months as at that date or for contracts starting later, whose duration is shorter than 12 months from their commencement date. The application of IFRS16 reduced 'charter hire costs' by US\$ 24.2 million in H1 2022 and by US\$ 25.8 million in H1 2021, as within the Income Statement, these costs were replaced with other direct operating costs, interest, and depreciation.
Excluding the effect of IFRS 16, DIS' 'time-charter hire costs' would have amounted to US\$ (25.9) million in H1 2022, compared with US\$ (27.4) million in the same period of last year. In H1 2022, DIS operated a slightly lower number of chartered-in vessels (10.0 equivalent ships) relative to the first half of last year (10.4 equivalent ships).
Other direct operating costs mainly consist of crew, technical and luboil expenses relating to the operation of owned vessels, together with insurance expenses for both owned and chartered-in vessels. The adjustment to 'other direct operating costs' arising from the application of IFRS 16 increases such expenses by US\$ 10.9 million in H1 2022 (US\$ 11.7 million increase in H1 2021), as within the Income Statement, time-charter hire costs are replaced by other direct operating costs, interest, and depreciation. Excluding the effects of IFRS 16, DIS' 'other direct operating costs' would have amounted to US\$ (31.2) million in H1 2022 vs. US\$ (34.5) million in H1 2021. In the first six months of 2022, the Company operated a smaller fleet of owned and bareboat vessels relative to the same period of last year (H1 2022: 25.8 vs. H1 2021: 28.0). DIS constantly monitors its operating costs, while focusing on crew with appropriate skills, high SQE (Safety, Quality & Environment) standards and full compliance with very stringent market regulations. Maintaining a 'top-quality' fleet represents an essential part of d'Amico's vision and strategy.
General and administrative costs amounted to US\$ (6.8) million in H1 2022 vs. US\$ (7.0) million in H1 2021. These costs relate mainly to onshore personnel, together with office costs, consultancies, travel expenses and others.
Result on disposal of vessel was negative for US\$ (1.0) million in H1 2022 and was substantially in line with the same period of last year. The amount refers to the amortisation of the net deferred result on all vessels sold and leased back in the previous years.
EBITDA was of US\$ 66.2 million in H1 2022 compared with US\$ 33.0 million in the same period of last year (Q2 2022: US\$ 48.5 million vs. Q2 2021: US\$ 18.9 million), reflecting the better freight markets experienced in the first six months of the current year.
Depreciation, impairment, and impairment reversal amounted to US\$ (32.5) million in H1 2022 vs. US\$ (32.6) million in H1 2021 (Q2 2022: US\$ (15.0) million vs. Q2 2021: US\$ (16.2) million). The amount for H1 2022 includes
10 Total daily average TCE includes a bareboat charter out contract on an LR1 vessel owned by d'Amico Tankers d.a.c., inclusive of an assumed daily Opex of US\$ 6,700 (in line with DIS' actual costs), in order to express this bareboat contract in time-charter equivalent terms. The gross revenue of this bareboat contract is reported under 'bareboat charter revenue' in the Income Statement.
an impairment of US\$ (2.1) million on a MR vessel (M/T High Priority) owned by d'Amico Tankers d.a.c., whose sale was announced in Q1 2022 and finalized in Q2 2022. In accordance with IFRS 5, this vessel was classified as 'asset held for sale' at the end of Q1 2022, with the difference between its fair value less cost to sell and its book value charged to the Income Statement.
EBIT was of US\$ 33.7 million in H1 2022 compared with US\$ 0.4 million in H1 2021 (Q2 2022: US\$ 33.4 million vs. Q2 2021: US\$ 2.7 million).
Net financial income was of US\$ 0.9 million in H1 2022 vs. US\$ 1.0 million in H1 2021 (Q2 2022: US\$ 0.4 million vs. Q2 2021: US\$ 0.3 million). The H1 2022 amount comprised mainly US\$ 0.9 million unrealized gain in relation to the ineffective part of DIS' interest rate swap agreements, US\$ 0.03 million commercial foreign exchange gain, as well as bank interest income on funds held with financial institutions on deposit and current accounts.
Net financial charges amounted to US\$ (15.3) million in H1 2022 vs. US\$ (16.4) million in H1 2021 (Q2 2022: US\$ (8.1) million vs. Q2 2021: US\$ (8.4) million). The H1 2022 amount comprises mainly US\$ (14.1) million in interest expenses and amortized financial fees due on DIS' bank loan facilities, actual expenses on interest rate swaps and interest on lease liabilities, as well as US\$ (0.6) million realized loss on freight derivative instruments and US\$ (0.4) million realized loss on foreign exchange derivative instruments used for hedging purposes. The amount recorded in the same period of last year included US\$ (16.3) million in interest expenses and amortized financial fees due on DIS' bank loan facilities, actual expenses on interest rate swaps and interest on lease liabilities, as well as US\$ (0.1) million of unrealised losses mainly in relation to the ineffective part of DIS' interest rate swap agreements.
DIS recorded a Profit before tax of US\$ 19.3 million in H1 2022 vs. a loss of US\$ (15.0) million in H1 2021 and a profit of US\$ 25.7 million in Q2 2022 vs. a loss of US\$ (5.3) million in Q2 2021.
Income taxes amounted to US\$ (0.1) million in H1 2022 vs. US\$ (0.2) million in H1 2021.
In H1 2022, DIS recorded a Net profit of US\$ 19.2 million vs. a Net loss of US\$ (15.2) million achieved in the same period of 2021 and a Net profit of US\$ 25.7 million in Q2 2022 vs. a Net loss US\$ (5.4) million in Q2 2021. Excluding the result on disposals and non-recurring financial items from H1 2022 (US\$ (1.3) million) and from H1 2021 (US\$ (0.3) million), as well as the asset impairment (US\$ (2.1) million in H1 2022) and the net effects of IFRS 16 from both periods (H1 2022: US\$ 0.3 million and H1 2021: US\$ US\$ (0.5) million), DIS' Net result would have amounted to US\$ 22.4 million in H1 2022 compared with US\$ (14.4) million recorded in the same period of the previous year.
| As at | As at | |
|---|---|---|
| US\$ Thousand | 30 June 2022 | 31 December 2021 |
| ASSETS | ||
| Non-current assets | 795,969 | 831,283 |
| Current assets | 137,712 | 94,836 |
| Assets held for sale | - | 10,197 |
| Total assets | 933,681 | 936,316 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Shareholders' equity | 359,449 | 332,382 |
| Non-current liabilities | 366,399 | 466,111 |
| Current liabilities | 207,833 | 135,487 |
| Banks associated to assets held-for-sale | - | 2,336 |
| Total liabilities and shareholders' equity | 933,681 | 936,316 |
Non-current assets mainly relate to DIS' owned vessels net book value, including right-of-use assets (there are no vessels under construction as at 30 June 2022). According to the valuation report provided by a primary broker, the estimated market value of DIS' owned and bareboat fleet as at 30 June 2022 was of US\$ 772.3 million.
Gross Capital expenditures (Capex) were of US\$ 0.9 million in H1 2022 vs. US\$ 4.2 million in H1 2021. These amounts include mainly the capitalised dry-dock costs pertaining to owned and bareboat vessels.
Total current assets as at 30 June 2022 amounted to US\$ 137.7 million. As at the same date, in addition to the working capital items (inventories and trade receivables amounting to US\$ 17.9 million and US\$ 71.1 million, respectively), current assets include 'cash and cash equivalent' of US\$ 46.0 million.
Non-current liabilities were of US\$ 366.4 million as at 30 June 2022 and mainly consist of the long-term portion of the debt due to banks (disclosed under the Net Indebtedness section of the report) and of lease liabilities.
Total current liabilities, other than the debt due to banks and other lenders (disclosed under the Net Indebtedness section of the report), includes as at 30 June 2022, working capital items amounting to US\$ 34.7 million (mainly relating to trade and other payables), US\$ 74.4 million of lease liabilities, and US\$ 4.2 million of other current financial liabilities.
Shareholders' equity amounted to US\$ 359.4 million as at 30 June 2022 (US\$ 332.4 million as at 31 December 2021). The variance relative to year-end 2021 is due to the Net result generated in H1 2022, partially offset by the change in the valuation of cash-flow hedges during the period.
DIS' Net debt as at 30 June 2022 amounted to US\$ 474.8 million compared to US\$ 520.3 million as at 31 December 2021. Due to the application of IFRS 16 these balances include from 1 January 2019 an additional lease liability amounting to US\$ 69.2 million as at the end of June 2022 vs. US\$ 80.5 million as at the end of 2021. The net debt (excluding the IFRS16 effect) / fleet market value ratio was of 52.5% as at 30 June 2022 vs. 60.4% as at 31 December 2021 (65.9% as at 31 December 2020, 64.0% as at the end of 2019 and 72.9% as at the end of 2018).
| As at | As at | |
|---|---|---|
| US\$ Thousand | 30 June 2022 | 31 December 2021 |
| Liquidity - Cash and cash equivalents | 46,040 | 43,415 |
| Other current financial assets | 2,653 | 2,638 |
| Other current financial assets – related party ** | 33 | 36 |
| Total current financial assets | 48,726 | 46,089 |
| Bank loans and other lenders – current | 94,360 | 68,870 |
| Liabilities from financial lease – current | 74,445 | 36,480 |
| Other current financial liabilities – 3rd parties | 4,231 | 4,765 |
| Total current financial debt | 173,036 | 110,115 |
| Net current financial debt | 124,310 | 64,026 |
| Other non-current financial assets – third parties | 15,823 | 9,849 |
| Other non-current financial assets – related parties | 45 | - |
| Total non-current financial assets | 15,868 | 9,849 |
| Bank loans - non-current | 184,916 | 226,771 |
| Liabilities from financial lease - non-current | 180,949 | 237,478 |
| Other non-current financial liabilities – 3rd parties | 534 | 1,862 |
| Total non-current financial debt | 366,399 | 466,111 |
| Net non-current financial debt | 350,531 | 456,262 |
| Net financial indebtedness | 474,841 | 520,288 |
* See Alternative Performance Measures on page 9
** Please refer to the disclosures on related parties in the notes to the consolidated Financial Statements
The balance of Total Current Financial Assets was of US\$ 48.7 million as at the end of June 2022. The total amount comprises Cash and cash equivalents of US\$ 46.0 million, and the current portion of deferred losses on disposal on sale and leaseback transactions, amounting to US\$ 2.4 million.
Total Non-Current Financial Assets comprise mainly deferred losses on disposal on sale and leaseback transactions.
The total outstanding bank debt (Bank loans) as at 30 June 2022 amounted to US\$ 279.3 million, of which US\$ 94.4 million is due within one year. In addition to some short-term credit lines, DIS' debt as at 30 June 2022 comprises mainly the following long-term facilities granted to d'Amico Tankers d.a.c. (Ireland), the key operating company of the Group:
(iii) DnB NOR Bank 5-years term-loan facility to finance 1 MR vessel built in 2012, with an outstanding debt of US\$ 11.1 million;
(iv) ING 5-years term-loan facility to finance 1 MR vessel built in 2012, with an outstanding debt of US\$ 10.6 million;
Lease liabilities include the leases on M/T High Fidelity, M/T High Discovery, M/T High Freedom, M/T High Trust, M/T High Loyalty, M/T High Trader, M/T Cielo di Houston and M/T High Voyager, which were sold and leased back between 2017 and 2019. In addition, 'lease liabilities' include as at 30 June 2022, US\$ 69.2 million arising from the application of IFRS 16 on contracts classified until 2018 as 'operating leases'.
Other Non-current financial liabilities include the negative fair value of derivative hedging instruments (interest rate swap agreements) and the deferred profit on disposal on sale and leaseback transactions.
| Q2 2022 UNREVIEWED |
Q2 2021 UNREVIEWED |
US\$ Thousand | H1 2022 | H1 2021 |
|---|---|---|---|---|
| 8,741 | 11,925 Cash flow from operating activities | 18,982 | 18,533 | |
| 8,633 | (2,215) Cash flow from investing activities | 18,411 | (984) | |
| (17,771) | (17,422) Cash flow from financing activities | (34,111) | (28,235) | |
| (397) | (7,712) Change in cash balance | 3,282 | (10,686) | |
| 30,085 | 42,320 Cash and cash equivalents net of bank overdrafts at the beginning of the period |
26,406 | 45,294 | |
| 29,688 | 34,608 Cash and cash equivalents net of bank overdrafts at the end of the period |
29,688 | 34,608 | |
| 46,040 | 48,715 Cash and cash equivalents at the end of the period | 46,040 | 48,715 | |
| (16,352) | (14,107) Bank overdrafts at the end of the period | (16,352) | (14,107) |
In H1 2022, DIS' Net Cash Flow was positive for US\$ 3.2 million vs.US\$ (10.7) million in H1 2021.
Cash flow from operating activities was positive, amounting to US\$ 18.9 million in H1 2022 vs. US\$ 18.5 million in H1 2021. The Cash flow from operating activities generated in the first six months of the year was affected by a negative working capital impact of approximately US\$ (32.9) million, which was mainly due to the increased length of spot voyages, longer payment terms on freights, and lower TC coverage.
The net Cash flow from investing activities was positive, amounting to US\$ 18.4 million in H1 2022 (US\$ (1.0) million in H1 2021). The amount for H1 2022 comprises mainly the costs relating to drydocks which occurred in the period, off-set by US\$ 19.3 million generated from the sale of the M/T High Valor in Q1 2022 and M/T High Priority in Q2 2022. The amount for H1 2021 comprised costs relating to drydocks occurred in the period, off-set by the reimbursement of US\$ 3.2 million of a sellers' credit relating to the sale and TC-back of two MRs in 2017.
Cash flow from financing activities was negative, amounting to US\$ (34.1) million in H1 2022. This figure comprises mainly: (i) US\$ (31.7) million in bank debt repayments (of which: US\$ (2.4) million were due to the reimbursement of the loan, including the balloon, for the M/T High Valor, sold in Q1 2022; and US\$ (14.2) million were due to the reimbursement of the facilities for the M/T Cielo di Salerno, whose debt, due to expire later in 2022, was refinanced in Q1 2022; and US\$ (1.9) million were due to the reimbursement of the loan, including the balloon, for the M/T High Priority, sold in Q2 2022); ii) US\$ 15.3 million bank debt drawdown, related to the refinancing of the facility for the M/T Cielo di Salerno; iii) US\$ (18.0) million repayment of lease liabilities.
In H1 2022, the main events for the d'Amico International Shipping Group were the following:
Fifth and last exercise period of DIS' Ordinary shares warrants 2017-2022: On 17 May 2022, d'Amico International Shipping S.A. confirmed that the holders of "d'Amico International Shipping's Warrants 2017 – 2022", ISIN code n. LU1588548724 (the "Warrants") could apply for their Warrants to be exercised on any Banking Day (days on which banks in Luxembourg and in Italy are generally open for business as defined in the terms and conditions of the Warrants) starting from 1st June, 2022 until 30th June, 2022, both dates included (the "Fifth Exercise Period"), with the right to subscribe for newly issued ordinary shares of DIS admitted to trading on Euronext STAR Milan organized and managed by Borsa Italiana, each without par value and with the same rights and features as DIS' ordinary shares outstanding at the issue date (the "Warrant Shares"), in the ratio of one (1) ordinary DIS share for one (1) Warrant exercised. After the termination of the Fifth Exercise Period, the unexercised Warrants are considered expired and can no longer be exercised. The exercise price for the Fifth Exercise Period amounts to EUR 0.412 (zero point four hundred and twelve Euros) per Warrant Share, which must be fully paid at the time of submission of the exercise notice during the Fifth Exercise Period.
Capital increase following the fifth exercise period of DIS' Ordinary shares warrants 2017-2022: on 4 July 2022 following the completion of the Fifth Warrants exercise period, in which 10,000 Warrants were exercised, leading to the issuance of 10,000 new ordinary shares, the Company's share capital amounted to US\$ 62,053,278.45, divided into 1,241,065,569 shares with no nominal value. The remaining 55,215,905 Warrants not exercised by the deadline of 30 June 2022 will expire, becoming invalid for all purposes.
'Time Charter-Out' Fleet: In January 2022, d'Amico Tankers d.a.c. extended a time charter-out contract with an oil-major for one of its MR vessels for 12 months, starting from January 2022; and it extended another time charterout contract with a reputable counterparty for one of its Handy-size vessels for 6 months, starting from January 2022.
Vessel Sale: In April 2022, d'Amico Tankers d.a.c signed a memorandum of agreement for the sale of the M/T High Priority, a 46,847 dwt MR product tanker vessel, built in 2005 by Nakai Zosen, Japan, for a consideration of US\$ 9.2 million.
'Time Charter-Out' Fleet: In April 2022, High Pool Tankers d.a.c. fixed a time charter-out contract with a reputable counterparty for one of its MR vessels for 6 months, starting in June 2022.
Refinancing of two leases: In July 2022, d'Amico Tankers d.a.c. exercised its purchase options on the existing bareboat charter contracts for MT High Discovery (a 49.990 dwt medium-range product tanker vessel built in 2014 by Hyundai-Mipo, South Korea), for a consideration of US\$ 20.3 million, and for MT High Fidelity (a 49,990 dwt medium-range product tanker vessel built in 2014 by Hyundai-Vinashin Shipyard Co. Ltd., Vietnam), for a consideration of US\$ 19.2 million. In addition, d'Amico Tankers refinanced the two vessels with new 10-year leases (bareboat charter contracts), with a purchase obligation at the end of the contract, and purchase options starting from the second anniversary date for MT High Discovery and the third anniversary date for MT High Fidelity.
Refinancing of the bank debt maturing in 2023, related to four vessels through a new sustainability-linked loan: In July 2022, d'Amico Tankers d.a.c. has signed a US\$ 82.0 million 5-year term facility with ING and Skandinaviska Enskilda Banken (SEB), to refinance the bank loans maturing in 2023 on MT Cielo di Cagliari, MT Cielo Rosso, MT Cielo di Rotterdam, and MT Cielo di New York. All four tranches of this new facility are expected to be drawn down, with the respective previous financings reimbursed, in July 2022. For this new sustainability-linked loan, the margin is adjusted based on the CO2 emissions of d'Amico Tankers' fleet and associated AER (annual efficiency ratio) indicator, relative to the AER trajectory established by the Poseidon Principles for the type of vessels controlled by our Subsidiary. ING is acting as the Agent and the Sustainability Coordinator of this facility.
Refinancing of the bank debt related to three MR vessels, maturing in 2023: In July 2022, d'Amico Tankers d.a.c. secured the refinancing of the loan related to three of its MR vessels maturing in 2023, with their related balloons. In detail:
| As at 30 June 2022 | As at 28 July 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| LR1 | MR | Handysize | Total | LR1 | MR | Handysize | Total | |
| Owned | 5.0 | 6.0 | 6.0 | 17.0 | 5.0 | 6.0 | 6.0 | 17.0 |
| Bareboat chartered* | 1.0 | 7.0 | 0.0 | 8.0 | 1.0 | 7.0 | 0.0 | 8.0 |
| Long-term time chartered | 0.0 | 9.0 | 0.0 | 9.0 | 0.0 | 9.0 | 0.0 | 9.0 |
| Short-term time chartered | 0.0 | 1.0 | 0.0 | 1.0 | 0.0 | 1.0 | 0.0 | 1.0 |
| Total | 6.0 | 23.0 | 6.0 | 35.0 | 6.0 | 23.0 | 6.0 | 35.0 |
The profile of d'Amico International Shipping's vessels on the water is summarized as follows.
* with purchase obligation
The key drivers that should affect the product tankers, freight markets and d'Amico International Shipping's performance are (i) the growth in global oil supply, (ii) refinery margins and throughput, (iii) demand for refined products, (iv) the structure of forward prices for both crude oil and refined petroleum products, (v) the product tankers' fleet growth rate, (vi) the efficiency of the fleet due to factors such as congestion and average sailing speeds and (vii) average sailing distances. Some of the factors that should continue supporting the current strong markets are detailed below:
country's fuel production) into a terminal/storage facility. In the long run, recovering demand and structural shifts in the refining landscape are likely to boost long-haul product trades.
MOORE Audit S.A. 5, rue de Turi L-3378 Livange
T +352 26 26 84 1 F +352 26 26 84 99 E [email protected]
www.moore-audit.lu
To the Shareholders of d'Amico International Shipping S.A. 25C, Boulevard Royal L-2449 Luxembourg Livange, 28 July 2022
We have reviewed the accompanying condensed consolidated interim financial statements of d'Amico International Shipping S.A. and its subsidiaries (the "Group"), which comprise the condensed consolidated interim statement of financial position as at 30 June 2022 and the related condensed consolidated interim income statement, condensed consolidated interim statement of comprehensive income, condensed consolidated statement of cash flows and condensed interim statement of changes in consolidated shareholders' equity for the six-month period then ended, and notes, comprising a summary of significant accounting policies and other explanatory notes.
The Board of Directors is responsible for the preparation and fair presentation of these condensed consolidated interim financial statements in accordance with International Accounting Standard 34, "Interim financial reporting" as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of condensed consolidated interim financial statements that are free from material misstatement whether due to fraud or error.
Our responsibility is to express a conclusion on these condensed consolidated interim financial statements based on our review.
We conducted our review in accordance with International Standard on Review Engagements ("ISRE") 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" as adopted for Luxembourg by the "Institut des Réviseurs d'Entreprises". This standard requires us to comply with relevant ethical requirements and conclude whether anything has come to our attention that causes us to believe that the condensed consolidated interim financial statements, taken as a whole, are not prepared in all material respects in accordance with the applicable financial framework.
A review of condensed consolidated interim financial statements in accordance with ISRE 2410 is a limited assurance engagement. The "Reviseur d'Entreprises Agree" performs procedures, primarily consisting of making inquiries of persons responsible for financial and accounting matters within the Group, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 Interim financial reporting as adopted by the European Union.
Raphael L SCHETTER Reviseur d'Entreprises Agree
| Q2 2022 UNREVIEWED |
Q2 2021 UNREVIEWED |
US\$ Thousand | Note | H1 2022 | H1 2021 |
|---|---|---|---|---|---|
| 108,742 | 62,916 Revenue | (2) | 175,280 | 122,037 | |
| (35,956) | (16,781) Voyage costs | (3) | (59,673) | (33,146) | |
| 72,786 | 46,135 Time charter equivalent earnings* | (4) | 115,607 | 88,891 | |
| 1,200 | - Bareboat charter revenue * | (2) | 2,386 | - | |
| 73,986 | 46,135 Total net revenue | 117,993 | 88,891 | ||
| (515) | (1,361) Time charter hire costs | (5) | (1,721) | (1,620) | |
| (21,012) | (21,714) Other direct operating costs | (6) | (42,141) | (46,191) | |
| (3,462) | (3,650) General and administrative costs | (7) | (6,840) | (6,990) | |
| (527) | (545) Result on disposal of fixed assets | (8) | (1,048) | (1,073) | |
| 48,470 | 18,865 EBITDA* | 66,243 | 33,017 | ||
| (15,045) | (16,203) Depreciation and impairment | (11) | (32,528) | (32,631) | |
| 33,425 | 2,662 EBIT* | 33,715 | 386 | ||
| 320 | 433 Net financial income | (9) | 893 | 1,019 | |
| (8,064) | (8,416) Net financial charges | (9) | (15,282) | (16,423) | |
| 25,681 | (5,321) Profit (loss) before tax | 19,326 | (15,018) | ||
| 33 | (90) Income tax | (10) | (108) | (161) | |
| 25,714 | (5,411) Net profit (loss) | 19,218 | (15,179) | ||
| The net result is attributable to the equity holders of the Company | |||||
| 0.021 | (0.004) | Profit (loss) per share in US\$ (1) | 0.016 | (0.012) |
*see Alternative Performance Measures on page 9
| Q2 2022 (1) UNREVIEWED |
Q2 2020 (1) UNREVIEWED |
US\$ Thousand | H1 2022 (1) | H1 2021 (1) |
|---|---|---|---|---|
| 25,714 | (5,411) | Profit (loss) for the period | 19,218 | (15,179) |
| Items that can subsequently be reclassified into Profit or Loss | ||||
| 2,127 | 1,160 | Cash flow hedges | 7,875 | 2,274 |
| (29) | 14 | Exchange differences in translating foreign operations | (142) | (15) |
| 27,812 | (4,237) | Total comprehensive income for the period | 26,951 | (12,920) |
The net result is entirely attributable to the equity holders of the Company.
(1 ) Basic earnings per share (e.p.s.) were calculated on an average number of outstanding shares equal to 1,222,885,331 and to 1,222,919,375 in the first half of 2022 and in the first half of 2021 respectively, and on an average number of outstanding shares equal to 1,222,762,455 and to 1,222,726,095 in the second quarter of 2022 and in the second quarter of 2021 respectively. In H1/Q2 2022 and H1/Q2 2021 diluted e.p.s. was equal to basic e.p.s.
| US\$ Thousand | Note | As at 30 June 2022 |
As at 31 December 2021 |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment (PPE) and Right-of-use assets (RoU) | (11) | 780,102 | 821,434 |
| Other non-current financial assets | (12) | 15,867 | 9,849 |
| Total non-current assets | 795,969 | 831,283 | |
| Inventories | (13) | 17,922 | 11,643 |
| Receivables and other current assets | (14) | 71,064 | 37,104 |
| Other current financial assets | (12) | 2,686 | 2,674 |
| Cash and cash equivalents | (15) | 46,040 | 43,415 |
| Current Assets | 137,712 | 94,836 | |
| Assets held for sale | - | 10,197 | |
| Total current assets | 137,712 | 105,033 | |
| TOTAL ASSETS | 933,681 | 936,316 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | |||
| Share capital | (16) | 62,053 | 62,053 |
| Accumulated losses | (16) | (61,604) | (80,568) |
| Share Premium | (16) | 368,823 | 368,823 |
| Other reserves | (16) | (9,823) | (17,926) |
| Total shareholders' equity | 359,449 | 332,382 | |
| Banks and other lenders | (17) | 184,916 | 226,771 |
| Non-current lease liabilities | (18) | 180,949 | 237,478 |
| Other non-current financial liabilities | (12) | 534 | 1,862 |
| Non-current liabilities | 366,399 | 466,111 | |
| Banks and other lenders | (17) | 94,360 | 66,534 |
| Current lease liabilities | (18) | 74,445 | 36,480 |
| Payables and other current liabilities | (19) | 34,733 | 27,665 |
| Other current financial liabilities | (12) | 4,231 | 4,765 |
| Current tax payable | (20) | 64 | 43 |
| Current liabilities | 207,833 | 135,487 | |
| Banks associated to assets held-for-sale | - | 2,336 | |
| Total current liabilities | 207,833 | 137,823 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 933,681 | 936,316 |
28 July 2022
On behalf of the Board
Pa~ od'A Cht ma ,
| Q2 2022 UNREVIEWED |
Q2 2021 UNREVIEWED |
US\$ Thousand | H1 2022 | H1 2021 |
|---|---|---|---|---|
| 25,714 | (5,411) | Profit (loss) for the period | 19,218 | (15,179) |
| 15,045 | 16,203 | Depreciation and amortisation of PPE and RoU | 30,448 | 32,631 |
| - | - | Impairment | 2,080 | - |
| (33) | 90 | Current and deferred income tax | 108 | 161 |
| 3,770 | 4,328 | Net lease cost | 7,614 | 8,916 |
| 3,964 | 3,655 | Other net financial charges (income) | 6,765 | 6,488 |
| 527 | 545 | Movement in deferred result on disposal of S&L assets | 1,048 | 1,073 |
| 24 | (25) | Unrealised foreign exchange result | 24 | (25) |
| (127) | 49 | Other non-cash changes in shareholders' equity | (155) | 20 |
| - | 2 | Balance on liquidation of equity accounted investee | - | 2 |
| 48,884 | 19,436 Cash flow from operating activities before changes in working capital |
67,150 | 34,087 | |
| (4,407) | (897) | Movement in inventories | (6,279) | (1,858) |
| (32,777) | 4,803 | Movement in amounts receivable | (33,961) | 4,298 |
| 6,773 | (3,180) | Movement in amounts payable | 7,342 | (2,497) |
| (25) | (74) | Taxes (paid) received | (106) | (143) |
| (3,762) | (4,329) | Payment of interest portion of lease liability | (7,604) | (8,917) |
| (5,945) | (3,834) | Net interest paid | (7,560) | (6,437) |
| 8,741 | 11,925 | Net cash flow from operating activities | 18,982 | 18,533 |
| (475) | (2,215) | Acquisition of fixed assets and dry-dock expenditures | (894) | (4,184) |
| - | - | Deferred cash-in from the sale of fixed assets | - | 3,200 |
| 9,108 | - | Net sale of fixed assets | 19,305 | - |
| 8,633 | (2,215) Net cash flow from investing activities | 18,411 | (984) | |
| 129 | (14) | Other changes in shareholder's equity | 129 | (14) |
| - | - | Purchase of Treasury shares | - | (336) |
| (4) | 637 | Movement in other financial assets | 73 | 1,111 |
| (8,819) | (9,382) | Bank loan repayments | (31,676) | (15,960) |
| - | - | Bank loans drawdowns | 15,345 | 13,756 |
| (9,077) | (8,663) | Repayments of principal portion of lease liabilities | (17,982) | (26,792) |
| (17,771) | (17,422) Net cash flow from financing activities | (34,111) | (28,235) | |
| (397) | (7,712) | Net increase (decrease) in cash and cash equivalents | 3,282 | (10,686) |
| 30,085 | 42,320 Cash and cash equivalents net of bank overdrafts at the beginning of the period |
26,406 | 45,294 | |
| 29,688 | 34,608 Cash and cash equivalents net of bank overdrafts at the end of the period |
29,688 | 34,608 | |
| 46,040 | 48,715 | Cash and cash equivalents at the end of the period | 46,040 | 48,715 |
| (16,352) | (14,107) | Bank overdrafts at the end of the period | (16,352) | (14,107) |
Financing activities not requiring the use of cash are reconciled within note 21.
| Share capital |
Retained Earnings |
Share premium |
Other Reserves | Total | ||
|---|---|---|---|---|---|---|
| US\$ Thousand | (Accumulated losses) |
Other | Cash-Flow hedge |
|||
| Balance as at 1 January 2022 | 62,053 | (80,568) | 368,823 | (16,467) | (1,459) | 332,382 |
| Treasury shares | - | - | - | 129 | - | 129 |
| Other changes | - | (254) | - | 241 | (13) | |
| Total comprehensive income | - | 19,218 | - | (142) | 7,875 | 26,951 |
| Balance as at 30 June 2022 | 62,053 | (61,604) | 368,823 | (16,239) | 6,416 | 359,449 |
| Share capital |
Retained Earnings |
Share premium |
Other Reserves | Total | ||
|---|---|---|---|---|---|---|
| US\$ Thousand | (Accumulated losses) |
Other | Cash-Flow hedge |
|||
| Balance as at 1 January 2021 | 62,053 | (43,307) | 368,853 | (16,155) | (5,710) | 365,734 |
| Treasury shares | - | - | - | (336) | - | (336) |
| Other changes | - | - | (14) | 35 | - | 21 |
| Total comprehensive income | - | (15,179) | - | (15) | 2,274 | (12,920) |
| Balance as at 30 June 2021 | 62,053 | (58,486) | 368,839 | (16,471) | (3,436) | 352,499 |
The following notes form an integral part of the interim consolidated financial report.
d'Amico International Shipping S.A. (the "Company", DIS) a Sociéte Anonyme, was incorporated under the laws of the Grand-Duchy of Luxembourg on 9 February 2007; its statutory seat is in Luxembourg. The ultimate parent company of the Group is d'Amico Società di Navigazione. DIS is an international marine transportation company, operating, mainly through its fully owned subsidiary, d'Amico Tankers d.a.c. (Ireland), as well as other indirectly controlled subsidiaries. All DIS' vessels are double-hulled and are primarily engaged in the transportation of refined oil products, providing worldwide shipping services to the major oil companies and trading houses.
This condensed consolidated interim financial information as at, and for the six months period ended 30 June 2022 have been prepared in accordance with IAS 34 – Interim Financial reporting, as adopted by the European Union.
The interim condensed consolidated financial statements do not contain all information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements as at 31 December 2021.
The consolidated financial statements are prepared on the basis of the historic cost convention, with the exception of certain financial assets and labilities, which are stated at fair value through profit or loss or other comprehensive income for the effective portion of the hedges.
The financial statements are presented in U.S. Dollars, which is the functional currency of the Company and its principal subsidiaries. Rounding is applied to the nearest thousand.
The principal accounting policies, which have been consistently applied, are set out below.
The preparation of the financial statements requires Directors to make accounting estimates and in some cases assumptions in the application of accounting principles. The Management decisions are based on historical experience as well as on expectations associated with the realization of future events, considered reasonable under the circumstances. Critical accounting estimates and judgments are exercised in all areas of the business and are reviewed on an ongoing basis.
d'Amico International Shipping provides transportation services of refined petroleum products and vegetable oil, operating in only one business segment, Product Tankers. Furthermore, the Group only has one geographical segment, employing all of its vessels worldwide, rather than in specific geographical areas. The Group's top management monitors, evaluates and allocates the Group's resources as a whole, operations are run in one single currency – the US\$ – and DIS considers, therefore, the product tankers business as a single segment.
The accounting policies adopted are consistent with those of the previous financial year.
There are no new accounting principles that have been adopted for the accounting period ending 30 June 2022.
US\$ LIBOR rates for periods of 3 months and 6 months, which are the reference rates for all of our mortgage loans, should not be published anymore from 30 June 2023. All our loans which will be affected have or will include transition clauses to the Secured Overnight Financing Rate (SOFR), the new risk-free reference rate. All new loans from January 2022, will already include the SOFR as the reference rate, from the loan's start date. The reference rate can either be based on the Term SOFR, or the Cumulative Compounded SOFR in arrears. Effective hedges can be performed for loans linked to both the Term SOFR and the Cumulative Compounded SOFR in arrears.
| US\$ thousand | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 |
|---|---|---|---|---|
| Revenues from voyage-charter (spot) – freight and demurrage |
83,343 | 27,955 | 127,889 | 56,759 |
| Revenue from operating leases (time-charter) | 18,849 | 27,443 | 34,109 | 48,136 |
| Revenue from subleasing (time-charter) | 6,550 | 7,290 | 13,238 | 14,692 |
| Other revenues | - | 228 | 44 | 2,450 |
| Revenue, excluding bareboat charter revenue | 108,742 | 62,916 | 175,280 | 122,037 |
| Bareboat charter revenue* | 1,200 | - | 2,386 | - |
| Total revenue | 109,942 | 62,916 | 177,666 | 122,037 |
*see also Alternative Performance Measures on page 9
Revenue represents vessel income comprising time charter hire, freight and demurrage and is recognized over time. DIS has only one revenue stream and it is originated from the employment of the vessels for the transportation of refined petroleum products. All contractual revenues – as defined by IFRS15 – result from freight and demurrage: for these revenues, payment is settled at completion of the voyage, and therefore no performance obligations are recognised to be outstanding.
Bareboat charter revenue represents vessel income from the employment of a vessel through a bareboat hire contract; in such contracts the charterer is responsible for the vessel's technical management, including the payment of its crew costs. Bareboat charter revenue in the first-half of 2022 was of US\$ 2.4 million, while no vessel was employed through bareboat contracts during the first-half of 2021.
Revenues from voyage charters are recognized from loading port to discharge port. Costs to fulfil a contract, relating to ballast voyages to the next loading port, are from loading port to discharge port and are capitalised at the reporting date; the accrual adjustments as at 30 June 2022, to ensure the above recognition of costs and revenues, led to a decrease in revenues of US\$ 5.0 million and a decrease in voyage costs of US\$ 1.7 million.
Revenue from leases represent income from owned vessels that are time-chartered-out. Revenue from subleasing represents revenue on vessels controlled through time-charter-in contracts, that are time-charted-out. Other revenues comprise income from deviations, including compensation for bunker expenses.
| 3. VOYAGE COSTS |
||||
|---|---|---|---|---|
| US\$ thousand | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 |
| Bunkers (fuel) | (23,163) | (10,226) | (38,190) | (19,293) |
| Commissions | (3,344) | (1,603) | (5,160) | (3,048) |
| Port charges | (7,501) | (4,017) | (13,101) | (8,995) |
| Other | (1,948) | (935) | (3,222) | (1,810) |
| Total | (35,956) | (16,781) | (59,673) | (33,146) |
Voyage costs arise from the employment, directly or through our partnerships, of DIS' vessels, through voyage charters or contracts of affreightment. When vessels are employed through time-charters they do not incur voyage costs.
| US\$ thousand | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 |
|---|---|---|---|---|
| Time-charter equivalent earnings | 72,786 | 46,135 | 115,607 | 88,891 |
*see also Alternative Performance Measures on page 9
Time charter equivalent earnings represent revenue less voyage costs. In the first half of 2022 vessel days on fixed rate contracts represented about 42.1% of total available vessel days (H1 2021: 48.1%).
| 5. TIME CHARTER HIRE COSTS |
||||
|---|---|---|---|---|
| US\$ thousand | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 |
| Time-charter hire costs | (515) | (1,361) | (1,721) | (1,620) |
Time charter hire costs represent the cost of chartering-in vessels from third parties. The amounts relate essentially to the cost of chartering-in vessels with terms that are shorter than one year at their start date (short-term leases; please also refer to note 1 of the Group's 2021 consolidated financial statements).
| 6. OTHER DIRECT OPERATING COSTS |
||||
|---|---|---|---|---|
| US\$ thousand | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 |
| Crew costs | (8,792) | (9,439) | (17,276) | (18,836) |
| Technical expenses | (2,382) | (2,470) | (5,272) | (5,933) |
| Luboil | (530) | (527) | (1,018) | (1,103) |
| Technical and quality management | (2,395) | (2,585) | (4,949) | (5,350) |
| Insurance | (634) | (917) | (1,348) | (2,139) |
| Operating costs related to leased vessels | (5,340) | (5,544) | (10,950) | (11,732) |
| Other costs | (938) | (232) | (1,328) | (1,098) |
| Total | (21,011) | (21,714) | (42,141) | (46,191) |
Other direct operating costs include crew costs, technical expenses, lubricating oils, technical and quality management fees and sundry expenses originating from the operation of the vessel, including insurance costs. Service costs related to leased vessels represent one of the non-lease components of a TC contract, which is expensed in the income statement.
As at 30 June 2022, d'Amico International Shipping S.A. and its subsidiaries had 539 employees, of which 516 seagoing and 23 onshore personnel. Onshore personnel costs are included under general and administrative costs. The Group has no liabilities with regards to pensions and other post-retirement benefits.
| Q2 2022 | Q2 2021 | H1 2022 | H1 2021 |
|---|---|---|---|
| (1,396) | (1,669) | (2,621) | (2,944) |
| (2,066) | (1,981) | (4,219) | (4,046) |
| (3,462) | (3,650) | (6,840) | (6,990) |
Personnel costs relate to onshore personnel salaries, including the amount expensed relating to the Long Term Incentive Plan granted to the key managers and executive directors of DIS, adopted in 2019; for the period ending 30 June 2022, no charge has been recorded for payments under such plan.
The other general and administrative costs comprise consultancy, office rental fees, and other sundry expenses originating from the operation of d'Amico International Shipping Group's companies. They include intra-group management fees on brand and for commercial, operational, administrative, internal audit, legal and IT services, amounting to US\$ 3.0 million in H1 2022 and US\$ 1.5 million in Q2 2022. They also include negligible expenses relating to short-term leases, relating mainly to office equipment, and Net Wealth Tax for the holding company (accrued in the first six months of 2022 for an amount of US\$ 2.7 thousand).
| US\$ thousand | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 |
|---|---|---|---|---|
| Result from disposal of vessels | (527) | (545) | (1,048) | (1,073) |
All amounts refer to the amortisation of the deferred results on the disposal of all vessels sold and leased-back.
| 9. NET FINANCIAL INCOME (CHARGES) |
||||
|---|---|---|---|---|
| US\$ thousand | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 |
| Financial Income | ||||
| Loans and receivables at amortised cost: | ||||
| Interest Income | 15 | 8 | 18 | 20 |
| Realised exchange differences | (93) | 2 | 34 | 90 |
| Realised on derivative instruments | - | 53 | - | 53 |
| At fair value through income statement: | ||||
| Unrealised gains on derivative instruments | 371 | - | 814 | 856 |
| Unrealised exchange differences | 27 | 370 | 27 | - |
| Total financial income | 320 | 433 | 893 | 1,019 |
| Financial Charges | ||||
| Financial liabilities at amortised cost: | ||||
| Interest expense and financial fees | (3,450) | (3,829) | (6,521) | (7,370) |
| Lease cost | (3,771) | (4,330) | (7,617) | (8,920) |
| Realised exchange differences | - | (188) | - | - |
| Realised on derivative instruments | (964) | - | (964) | - |
| Realised on investing activities | (109) | - | (109) | - |
| At fair value through income statement: | ||||
| Unrealised losses on derivative instruments | 230 | (69) | (71) | (133) |
| Total financial charges | (8,064) | (8,416) | (15,282) | (16,423) |
| Net financial charges | (7,744) | (7,983) | (14,389) | (15,404) |
In H1 2022, financial income includes realised interest income amounting to US\$ 0.02 million deriving from funds held with financial institutions on deposit and current accounts and US\$ 0.03 million realised commercial foreign exchange differences. Unrealised gains totalling US\$ 0.8 million in H1 2022, represent changes in the fair value of interest-rate swap hedging instruments relating to a pre-hedge transaction (US\$ 0.9 million in H1 2021). Financial income for the first half of 2022 includes also a gain on a forward currency contract of US\$ 0.02 million.
Financial charges in the first half of 2022 include realised expenses of US\$ 15.2 million, comprising US\$ 5.6 million interest on bank loans relating to DIS' owned vessels, interest on overdraft facilities and the realised result on interest rate swaps, US\$ 0.9 million financial fees, as well as US\$7.7 million interest implicit in leases, US\$ 1.0
million realised losses on foreign-exchange and FFA hedging activities and US\$ 0.1 million loss arising from the 2022 allocation of treasury shares, using the average cost of purchase inventory method, to the beneficiaries of DIS' LTI plan. Unrealised losses represent mainly changes in the fair value of the ineffective portion of hedging interest-rate swaps, amounting to US\$ 0.1 million.
| 10. TAX |
||||
|---|---|---|---|---|
| US\$ thousand | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 |
| Current income tax | 33 | (90) | (108) | (161) |
d'Amico Tankers d.a.c. (DTL) and Glenda International Shipping d.a.c. (GIS) qualified to be re-elected under the terms of the Tonnage Tax regime in Ireland, for a period of 10 years, ending on 31 December 2024 for DTL and on 31 December 2028 for GIS.
The income tax liability under the tonnage tax regime is based on the controlled fleet's notional shipping income, which in turn depends on the total net tonnage of the controlled fleet. The first-half 2022 total tonnage tax provision for d'Amico Tankers d.a.c. and Glenda International Shipping d.a.c. amounts to US\$ 80.2 thousand (US\$ 39 thousand in Q2 2022). Current income tax includes also charges relating to activities that are not eligible for tonnage tax and are taxed at either 12.5% or 25.0%.
| US\$ thousand | Fleet | Other | Total PPE | RoU | Total PPE & |
|---|---|---|---|---|---|
| At 1 January 2022 | RoU | ||||
| Cost or valuation | 725,219 | 571 | 725,790 | 373,688 | 1,099,478 |
| Accumulated depreciation | (178,754) | (315) | (179,069) | (98,975) | (278,044) |
| Net book amount | 546,465 | 256 | 546,721 | 274,713 | 821,434 |
| Period ended 30 June 2022 | |||||
| Addition - assets | 846 | 48 | 894 | - | 894 |
| Change in contractual terms | - | - | - | (440) | (440) |
| Impairment upon reclassification to AHfS | (2,080) | - | (2,080) | - | (2,080) |
| Transfer to AHfS - assets | (14,754) | - | (14,754) | - | (14,754) |
| Transfer to AHfS - depreciation fund | 5,646 | - | 5,646 | - | 5,646 |
| Depreciation charge | (13,922) | (21) | (13,943) | (16,505) | (30,448) |
| Exchange differences | - | (25) | (25) | (125) | (150) |
| Closing net book amount | 522,201 | 258 | 522,459 | 257,643 | 780,102 |
| At 30 June 2021 | - | ||||
| Cost or valuation | 711,311 | 594 | 711,905 | 373,123 | 1,085,028 |
| Accumulated depreciation | (189,110) | (336) | (189,446) | (115,480) | (304,926) |
| Fleet / | Fleet / Dry | Other | Total PPE | |
|---|---|---|---|---|
| US\$ thousand | Vessels | docks | ||
| At 1 January 2022 | ||||
| Cost or valuation | 712,703 | 12,516 | 571 | 725,790 |
| Accumulated depreciation | (175,169) | (3,585) | (315) | (179,069) |
| Net book amount | 537,534 | 8,931 | 256 | 546,721 |
| Period ended 30 June 2022 | ||||
| Addition of assets | - | 846 | 48 | 894 |
| Impairment upon reclassification to AHFS | (2,080) | - | - | (2,080) |
| Transfer to AHFS - asset | (13,195) | (1,559) | - | (14,754) |
| Transfer to AHFS - depreciation fund | 5,065 | 581 | - | 5,646 |
| Depreciation charge | (12,977) | (945) | (21) | (13,943) |
| Exchange differences | - | - | (25) | (25) |
| Closing net book amount | 514,347 | 7,854 | 258 | 522,459 |
| At 30 June 2021 | ||||
| Cost or valuation | 699,508 | 11,803 | 594 | 711,905 |
| Accumulated depreciation | (185,161) | (3,949) | (336) | (189,446) |
| US\$ thousand | Fleet / RoU Vessels ex IAS17 |
Fleet / Other RoU Vessels |
Fleet / RoU Dry-dock |
RoU Other | Total RoU |
|---|---|---|---|---|---|
| At 1 January 2022 | |||||
| Cost or valuation | 229,062 | 136,388 | 5,287 | 2,951 | 373,688 |
| Accumulated depreciation | (30,998) | (63,867) | (2,154) | (1,956) | (98,975) |
| Net book amount | 198,064 | 72,521 | 3,133 | 995 | 274,713 |
| Period ended 30 June 2022 | |||||
| Change in contractual terms | (1,314) | (280) | - | 1,154 | (440) |
| Depreciation charge | (4,261) | (11,423) | (524) | (297) | (16,505) |
| Exchange differences | (125) | (125) | |||
| Closing net book amount | 192,489 | 60,818 | 2,609 | 1,727 | 257,643 |
| At 30 June 2021 | |||||
| Cost or valuation | 227,748 | 136,108 | 5,287 | 3,980 | 373,123 |
| Accumulated depreciation | (35,259) | (75,290) | (2,678) | (2,253) | (115,480) |
For comparison purpose we report below the summary values for property, plant and equipment and right of use assets, as at year-end 2021:
| US\$ thousand | Fleet | Other | Total PPE | RoU | Total PPE & RoU |
|---|---|---|---|---|---|
| At 1 January 2021 | |||||
| Cost or valuation | 775,269 | 2,936 | 778,205 | 394,508 | 1,172,713 |
| Accumulated depreciation and impairment | (190,138) | (2,901) | (193,039) | (77,909) | (270,948) |
| Net book amount | 585,131 | 35 | 585,166 | 316,599 | 901,765 |
| Period ended 31 December 2021 | |||||
| Reclassification of cost | - | 163 | 163 | - | 163 |
| Reclassification of accumulated depreciation | - | (163) | (163) | - | (163) |
| Addition – assets | 5,867 | 235 | 6,102 | 9,065* | 15,167 |
| Change in contractual terms | - | - | - | (3,666) | (3,666) |
| Transfer between RoU and PPE - asset | 15,595 | - | 15,595 | (13,195) | 2,400 |
| Transfer between RoU and PPE - | (2,283) | - | (2,283) | 2,283 | - |
| Impairment upon reclassification to AHFS | (6,422) | - | (6,422) | - | (6,422) |
| Transfer to AHFS - asset | (71,512) | - | (71,512) | - | (71,512) |
| Transfer to AHFS - depreciation fund | 50,893 | - | 50,893 | - | 50,893 |
| Disposal - RoU | - | - | - | (12,161) | (12,161) |
| Disposal - RoU depreciation fund | - | - | - | 10,634 | 10,634 |
| Write-off - RoU&PPE | - | (2,763) | (2,763) | (841) | (3,604) |
| Write-off - RoU&PPE depreciation fund | - | 2,763 | 2,763 | - | 2,763 |
| Depreciation charge | (30,804) | (14) | (30,818) | (33,983) | (64,801) |
| Exchange differences | - | - | - | (22) | (22) |
| Closing net book amount | 546,465 | 256 | 546,721 | 274,713 | 821,434 |
| At 31 December 2021 | - | ||||
| Cost or valuation | 725,219 | 571 | 725,790 | 373,688 | 1,099,478 |
| Accumulated depreciation and impairment | (178,754) | (315) | (179,069) | (98,975) | (278,044) |
* includes inception of lease US\$ 8,134 thousand
The net book value of DIS' property plant and equipment and right of use assets as at 30 June 2022, amounts to US\$ 780.1 million, comprising property, plant and equipment amounting to US\$522.5 million and right of use assets amounting to US\$257.6 million.
The net book value of DIS' Fleet (the Group's shipping related assets, owned or leased) amounts to US\$778.1 million as at 30 June 2022, and consists of the net book value of the Fleet on the water and associated dry-docks, amounting to US\$522.5 million, as well as the capitalised and depreciated value of DIS' shipping related lease obligations and associated dry-docks (Rights of Use assets, as per IFRS 16), amounting to US\$255.9 million. A detailed description of the Fleet is provided in the relevant section of the management report.
The value of other non-shipping related PPE and ROU assets as at 30 June 2022 amounts to US\$2.0 million and comprise mostly office rental lease obligations and the net book value of fixture, fittings and office equipment.
Leased vessels for which a purchase obligation or a bargain purchase option exists, amount to US\$ 192.5 million as at 30 June 2022.
The following table indicates purchase obligations and options for all vessels sold and leased-back through bareboat contracts:
| Vessel name, M/T | Year | Purchase obligation | Option to repurchase |
|---|---|---|---|
| the lease begins | the vessel | ||
| High Voyager | 2019 | 10th year from sale | from 3rd year |
| Cielo di Houston | 2019 | n.a. | from 5th year |
| High Freedom, High Trust, High Loyalty, High Trader | 2018 | 10th year from sale | from 2nd year |
| High Fidelity, High Discovery | 2017 | 10th year from sale | from 3rd year* |
* in the month of June 2022 the Company exercised its options to repurchase the two vessels, with delivery to the Company expected to occur in the month of September 2022.
The capitalised and depreciated value of DIS' leases obligations (Rights of Use assets) are discounted using DIS' marginal borrowing rate, which is obtained by adding to the swap interest rate for liabilities with the same term
as the lease obligations, the margin applied to the most recent third-party financings; for leases previously identified as such in accordance with IAS 17, the lease payments are discounted using DIS' (the lessee's) implicit rate in the lease.
Dry-dock includes expenditure for the fleet's dry-docking programme and associated amortization; additions in the period ended 30 June 2022, relate to instalments paid to the yard for dry-docks, for both PPE and RoU assets, corresponding to US\$ 0.8 million (in the period no dry-docks were performed for RoU vessels). In the first half of 2022, three of DIS' vessels dry-docked.
All financings on the vessels owned by the Group are secured through mortgages.
The total fair value of the Group's fleet as 30 June 2022, amounts to US\$ 764.5 million and includes DTL's owned vessels, DTL's right-of-use assets and DIS' share of the fleet value of Glenda International Shipping (a jointoperation, consolidated with the proportional method). The value of DIS' owned vessels and of its leased vessels with purchase obligations and bargain purchase options is based on charter-free broker valuations, while for the remaining Right-of-use Assets it is based on their value-in-use, as described below.
The Fleet's recoverable amount is defined as the higher of its fair value less costs to sell and its value-in-use, represented by the net present value of the cash flows from the vessels' remaining useful life. Impairments and their reversal are non-recurring and will be based on the management's assessment of the fleet's recoverable amount.
For impairment test purposes, management estimates take into consideration the market information available, including reported sales of similar vessels, as well as past experience and future expectations.
Value-in-use calculations are based on the following key assumptions: (i) Earnings under contracts concluded and estimates of future time-charter equivalent rates; (ii) Useful economic life of 25 years; (iii) Estimated economic value at the end of vessels' life based on the average of the last 10 years' demolition prices (iv) General and administrative costs reflecting DIS' current corporate structure; (v) a nominal discount rate (WACC) which represents the Group's weighted average cost of capital, based on the Group's estimated cost of debt financing and DIS' estimate of its required return on equity. Since a nominal discount rate is used for the projected cashflows, including revenue, costs, capital expenditures and residual values, for consistency, these cash-flows are adjusted to reflect an expected inflation equal to the last ten years' average US core consumer price index. Management notes that the calculations are particularly sensitive to changes in the key assumptions for future charter rates and discount rates.
As at 30 June 2022, the Fleet's fair value, measured as its market value, less 1% cost of sale, exceeds it net book value by US\$ 45.7 million. Therefore, at the reporting date there isn't an indication of impairment.
The management of the Group therefore does not consider necessary to recognise an impairment of the Fleet's value; they confirm to closely monitor DIS' vessels market values and value-in-use calculations.
| US\$ Thousand | As at 30 June 2022 |
As at 31 December 2021 |
||||||
|---|---|---|---|---|---|---|---|---|
| Non-current | Current | Total | Non-current | Current | Total | |||
| Fair value of derivative instruments | 7,688 | 206 | 7,894 | 451 | 169 | 620 | ||
| Financial receivable | 44 | 81 | 125 | 67 | 157 | 224 | ||
| Deferred tax asset | 20 | - | 20 | - | - | - | ||
| Deferred loss on leased assets | 8,115 | 2,399 | 10,514 | 9,331 | 2,348 | 11,679 | ||
| Total other financial assets | 15,867 | 2,686 | 18,553 | 9,849 | 2,674 | 12,523 | ||
| Fair value of derivative instruments | (34) | (2,871) | (2,905) | (1,208) | (3,668) | (4,876) | ||
| Other financial liabilities | (70) | (1,056) | (1,126) | (39) | (862) | (901) | ||
| Deferred profit on leased assets | (430) | (304) | (734) | (615) | (235) | (850) | ||
| Total other financial liabilities | (534) | (4,231) | (4,765) | (1,862) | (4,765) | (6,627) |
As at 30 June 2022, non-current financial assets amount to US\$15.9 million and include mainly the deferred losses arising on the disposal of vessels which were leased back, which will be amortised over the term of such contracts, amounting to US\$8.1 million, and the fair value of hedging instruments, amounting to US\$7.7 million; a finance lease receivable (sublease of office space by the subsidiary d'Amico Tankers UK Ltd) amounting to US\$0.04 million is also included in this item. The Group's exposure to various risks associated with the financial instruments and the derivative instruments' fair value calculation techniques are discussed within note 22.
As at 30 June 2022, current financial assets amount to US\$ 2.7 million. This value includes mainly US\$ 2.4 million in deferred losses arising on the disposal of vessels which were leased back and the fair value of hedging instruments, amounting to US\$ 0.2 million.
As at 30 June 2022, other non-current financial liabilities amount to US\$ 0.5million, including mainly the fair value of interest-rate-swap hedging instruments amounting to US\$ 0.03 million and US\$ 0.4 million in deferred profit arising on the disposal of vessels which were leased back.
As at 30 June 2022, other current financial liabilities amount to US\$ 4.2 million, comprising the fair value of interestrate-swap hedging instruments of US\$ 2.9 million, US\$ 1.1 million of financial interest accrued on bank loans, and US\$ 0.3 million in deferred profit arising on the disposal of vessels which were leased back.
| US\$ thousand | As at 30 June 2022 |
As at 31 December 2021 |
|---|---|---|
| Inventories | 17,922 | 11,643 |
Inventories represent stocks of Intermediate Fuel Oil (IFO), Marine Diesel Oil (MDO) – collectively bunker fuels – and lube-oils on board vessels. The amounts expensed during the period are detailed in notes 3 and 6.
| US\$ Thousand | As at 30 June 2022 |
As at 31 December 2021 |
|---|---|---|
| Contractual receivables | 41,497 | 20,970 |
| Contract assets (accruals) | 25,134 | 9,859 |
| Prepayments (TC) charters, other receivables & accruals | 2,584 | 4,745 |
| Other debtors | 1,849 | 1,530 |
| Total | 71,064 | 37,104 |
As at 30 June 2022, receivables and other current assets include contractual receivables amounting to US\$ 41.5 million, net of allowance for credit losses of US\$ 0.4 million. Contractual receivables are recognised when the right to consideration becomes unconditional, that is in the case of voyage charters, when the voyage is completed, and the customer is billed.
Revenue-related contract assetsrepresent accrued income arising from the Group's right to consideration for work performed but not billed at the reporting date on voyage charters (conditional right to consideration for the part of the contractual obligation performed, which is invoiced at the end of the performance obligation), and amounts to US\$ 17.3 million as at 30 June 2022.
Prepayments, other receivables and accruals amount to US\$ 2.6 million as at 30 June 2022 and represent prepayments for TC-in contracts, other prepayments, and rebillable expenses.
The balance of Other debtors as at 30 June 2022 consists of non-trade receivables and advances to agencies, amounting to US\$ 1.8 million, including a US\$ 0.2 million tax receivable.
| 15. | CASH AND CASH EQUIVALENTS | ||
|---|---|---|---|
| As at | As at |
| US\$ thousand | 30 June 2022 | 31 December 2021 | |
|---|---|---|---|
| Cash and cash equivalents | 46,040 | 43,415 |
Cash and cash equivalent represent cash-on-board, cash at bank and short-term deposits with a maturity of up to 3 months, with no cash restrictions.
| 16. | SHAREHOLDERS' EQUITY |
|---|---|
Changes to Shareholders' equity during the first six months of 2022 are detailed in the relevant primary statement.
As at 30 June 2022, the share capital of d'Amico International Shipping amounts to US\$ 62,052,778.45, corresponding to 1,241,055,569 ordinary shares with no nominal value. As indicated in the subsequent events, within the management report, a capital increase amounting to € 4.1 thousand occurred on 4 July.
As at 30 June 2022, the item includes the previous years' and current year's net results after deductions for dividends distributed.
The share premium reserve initially arose from the Group's IPO and related increase of share capital in May 2007 and thereafter from further capital increases. By statutory provision these reserves are available for distribution. Certain costs and charges connected with the listing process and further capital raises (mainly bank commissions
and related advisory fees and charges), have been deducted from the share premium reserve and are reported under Other changes within the consolidated Statement of changes in equity.
Other reserves include the following items:
| US\$ Thousand | As at 30 June 2022 |
As at 31 December 2021 |
|---|---|---|
| Total Other reserves | (9,823) | (17,926) |
| Hedging reserve (trough OCI) | 6,416 | (1,459) |
| Other Reserves | (16,239) | (16,467) |
| of which | ||
| Treasury shares | (19,187) | (19,316) |
| Retranslation reserve (through OCI) | (360) | (218) |
| Legal and consolidation reserves | 3,279 | 3,029 |
| Share based payment reserve | 29 | 38 |
Treasury shares as at 30 June 2022 consist of 18,170,238 ordinary shares, with a book value of US\$ 19.3 million, corresponding to 1.46% of the issued shares as at the same date. These shares were acquired as part of DIS' authorised own shares buyback programmes. A new own shares buyback programme was authorised by the Annual General meeting of the shareholders held on 20 April 2021, and subsequently enacted by the DIS' Board on 6 May 2021, allowing the Company to purchase up to 186,157,950 of its own ordinary shares (including the Own Shares already repurchased and held in the Company's portfolio, in compliance with Article 430-15 of the Luxembourg Law). The purpose of the new programme is the same as that of the previous programme that terminated in April 2021. DIS delivered to the beneficiaries of its Long-Term Incentive Plan adopted in 2019, comprising the Group's key managers and executive directors, 156,673 own shares, as compensation in-kind for the rolling period 2019-2020. In 2022, DIS purchased none of its own shares.
The reserve represents the valuation of the Group's interest rate swap agreements transacted to hedge interest exposure on some of its bank facilities. Details of the fair value of the derivative financial instruments is set out in note 22.
The reserve is the result of the translation into US\$ of the shareholders' equity of the Group companies having functional currency denominated in currencies other than the United States Dollars.
This reserve is legally required in Luxembourg and is not distributable.
| 17. BANKS AND OTHER LENDERS |
||
|---|---|---|
| US\$ thousand | As at 30 June 2022 |
As at 31 December 2021 |
| Banks and other lenders – Non-current liabilities | 184,916 | 226,771 |
| Banks and other lenders – Current liabilities | 94,360 | 66,534 |
| Total | 279,276 | 293,305 |
The following tables show the carrying amounts for each facility as at the balance sheet closing dates of 30 June 2022 and 31 December 2021, expressed in US\$ thousand.
| Lender / Details | Asset | Repayment terms |
interest% | Loan-to value covenant |
Financial covenants |
Short term |
Long term |
Total, as at 30 June 2022 |
|---|---|---|---|---|---|---|---|---|
| DTL | ||||||||
| Crédit Agricole CIB + 8 syndicated Banks / March 2016 US\$ 250m Term Loan Facility (supplemented and amended from time to time) |
Cielo di New York Cielo di Rotterdam Cielo di Cagliari Cielo Rosso Cielo di Londra |
17/27 consecutive quarterly instalments + balloon at maturity (total balloon = US\$ 89.056m) |
US\$ LIBOR + 2.0 % or + 2.15% according to vessel employment |
< 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
26,293 | 72,577 | 98,870 |
| Crédit Agricole CIB & ING Bank N.V. London Branch/ November 2020 US\$ 29.0m Term Loan Facility |
High Wind | 20 consecutive quarterly instalments + US\$ 10.91m balloon at maturity |
US\$ LIBOR + 2.50% |
< 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,263 | 14,069 | 15,332 |
| DNB Bank ASA/ December 2018 US\$ 16.25m Term Loan Facility |
High Seas | 20 consecutive quarterly instalments + US\$ 8.87m balloon at maturity |
US\$ LIBOR + 2.80% |
< 74.1% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,476 | 9,609 | 11,085 |
| ING Bank N.V., London Branch/ December 2018 US\$ 15.6m Term Loan Facility |
High Tide | 20 consecutive quarterly instalments + US\$ 8.5m balloon at maturity |
US\$ LIBOR + 2.70% |
< 74.1% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,418 | 9,218 | 10,636 |
| Skandinaviska Enskilda Banken AB/ December 2021 US\$ 20m Term Loan Facility |
Cielo Bianco | 20 consecutive quarterly instalments + US\$ 12.4m balloon at maturity |
US\$ LIBOR + 2.4% or + 2.3% according to vessel employment |
< 76.9% | Liquid assets > US\$ 25m Net Worth > US\$ 100m Equity ratio > 25% |
1,520 | 17,720 | 19,240 |
| Banca IMI SpA/ October 2014 US\$ 45.080m Term Loan Facility |
Cielo di Capri | 14 consecutive semi yearly instalments + US\$ 12m balloon for each vessel at maturity |
US\$ LIBOR + 2.65% |
< 75.0% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
13,506 | - | 13,506 |
| Cielo di Gaeta | 20 consecutive quarterly instalments + US\$ 6.2m balloon at maturity |
US\$ LIBOR + 2.4 % or + 2.35% according to vessel employment |
< 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,555 | 11,692 | 13,247 | |
| ABN Amro N.V./ December 2021 US\$43m Term Loan Facility (Sustainability |
Cielo di Hanoi | 20 consecutive quarterly instalments + US\$ 8.5m balloon at maturity |
US\$ LIBOR + 2.4 % or + 2.35% according to vessel employment |
< 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,292 | 13,011 | 14,303 |
| Linked Loan) 1 | Cielo di Ulsan | 20 consecutive quarterly instalments + US\$ 7.5m balloon at maturity |
US\$ LIBOR + 2.4 % or + 2.35% according to vessel employment |
< 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,302 | 12,073 | 13,375 |
| Banco BPM SpA/ December 2021 US\$15.5m Term Loan Facility |
Cielo di Salerno | 20 consecutive quarterly instalments + US\$ 8.97m balloon at maturity |
US\$ LIBOR + 2.4% |
< 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,305 | 13,868 | 15,173 |
| Tokyo Century Corporation/ November 2015 US\$ 21.78m Term Loan Facility |
High Challenge | 24 consecutive quarterly instalments + US\$ 13.1m balloon at maturity |
US\$ LIBOR + 2.175% |
<87.0% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
14,157 | - | 14,157 |
| Tokyo Century Corporation/ August 2016 US\$ 10.47m General Working Capital Facility |
High Challenge | 22 consecutive quarterly instalments, no balloon at maturity |
US\$ LIBOR + 2.45% |
n.a. | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
168 | - | 168 |
| Banca Intesa / Hot Money |
n.a. | n.a. | n.a. | n.a. | n.a. | 10,000 | - | 10,000 |
| Bank of Ireland/ Overdraft for working capital |
n.a. | n.a. | n.a. | n.a. | n.a. | 5,215 | - | 5,215 |
| Banco Popolare/ Overdraft |
n.a. | n.a. | n.a. | n.a. | n.a. | 2,005 | - | 2,005 |
| MPS / Overdraft | n.a. | n.a. | n.a. | n.a. | n.a. | 5,143 | - | 5,143 |
| ABN AMRO / Overdraft | n.a. | n.a. | n.a. GIS |
n.a. | n.a. | 69 | - | 69 |
| Standard Chartered Bank/ September 2020 US\$ 45m Term Loan Facility 2 |
Glenda Melanie Glenda Melissa Glenda Melody Glenda Meryl |
24 consecutive quarterly instalments, no balloon at maturity |
US\$ LIBOR +2.40% |
< 75.2% for first 3Y then < 70.4% |
n.a. | 3,750 | 12,188 | 15,938 |
| UniCredit SpA/ | DIS | |||||||
| Overdraft for working capital Financial fees |
n.a. | n.a. | n.a. | n.a. | n.a. | 3,920 (997) |
- (1,109) |
3,920 (2,106) |
| Total as at 30 June 2022 | 94,360 | 184,916 | 279,276 |
2.GIS is a proportionally consolidated subsidiary. In DIS' consolidated accounts we therefore include only 50% of such loans, a portion which is equivalent to d'Amico Tankers d.a.c. participation in GIS' share capital.
| Lender / Details | Asset | Repayment terms |
interest% | Loan-to value covenant |
Financial covenants |
Short term |
Long term |
Total, as at 31 Dec. 2021 |
|---|---|---|---|---|---|---|---|---|
| DTL | ||||||||
| Crédit Agricole CIB + 8 syndicated Banks / March 2016 US\$ 250m Term Loan Facility (supplemented and amended from time to time) |
Cielo di New York Cielo di Rotterdam Cielo di Cagliari Cielo Rosso Cielo di Londra |
17/27 consecutive quarterly instalments + balloon at maturity (total balloon = US\$ 89.056m) |
US\$ LIBOR + 2.0 % or + 2.15% according to vessel employment |
< 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
7,787 | 94,976 | 102,763 |
| Crédit Agricole CIB & ING | High Priority | 9 consecutive quarterly instalments, no balloon at maturity |
US\$ LIBOR + 2.50% |
< 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,669 | 680 | 2,349 |
| Bank N.V. London Branch/ November 2020 US\$ 29.0m Term Loan Facility |
High Wind | 20 consecutive quarterly instalments + US\$ 10.91m balloon at maturity |
US\$ LIBOR + 2.00%-2.15% for first year and 2.50% for the remaining period |
< 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,263 | 14,701 | 15,963 |
| DNB Bank ASA/ December 2018 US\$ 16.25m Term Loan Facility |
High Seas | 20 consecutive quarterly instalments + US\$ 8.87m balloon at maturity |
US\$ LIBOR + 2.80% |
< 74.1% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,476 | 10,347 | 11,823 |
| ING Bank N.V., London Branch/ December 2018 US\$ 15.6m Term Loan Facility |
High Tide | 20 consecutive quarterly instalments + US\$ 8.5m balloon at maturity |
US\$ LIBOR + 2.70% |
< 74.1% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,418 | 9,927 | 11,345 |
| Skandinaviska Enskilda Banken AB/ December 2021 US\$ 20m Term Loan Facility |
Cielo Bianco | 20 consecutive quarterly instalments + US\$ 12.4m balloon at maturity |
US\$ LIBOR + 2.4 % or + 2.3% according to vessel employment |
< 76.9% | Liquid assets > US\$ 25m Net Worth > US\$ 100m Equity ratio > 25% |
1,520 | 18,480 | 20,000 |
| Banca IMI SpA/ October 2014 US\$ 45.080m Term Loan Facility |
Cielo di Capri | 14 consecutive semi yearly instalments + US\$ 12m balloon for each vessel at maturity |
US\$ LIBOR + 2.65% |
< 75.0% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,506 | 12,753 | 14,259 |
| Cielo di Gaeta | 20 consecutive quarterly instalments + US\$ 6.2m balloon at maturity |
US\$ LIBOR + 2.4 %1 | < 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,555 | 12,470 | 14,025 | |
| ABN Amro N.V./ December 2021 US\$43m Term Loan Facility (Sustainability |
Cielo di Hanoi | 20 consecutive quarterly instalments + US\$ 8.5m balloon at maturity |
US\$ LIBOR + 2.4 %1 | < 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,292 | 13,658 | 14,950 |
| Linked Loan) | Cielo di Ulsan | 20 consecutive quarterly instalments + US\$ 7.5m balloon at maturity |
US\$ LIBOR + 2.4 %1 | < 76.9% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,302 | 12,723 | 14,025 |
| Tokyo Century Corporation/ December 2014 US\$ 41.6m Term Loan Facility |
Cielo di Salerno | 24 consecutive quarterly instalments + US\$ 12.5m balloon for each vessel at maturity |
US\$ LIBOR + 2.3% |
<87.0% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
13,860 | - | 13,860 |
| Tokyo Century Corporation/ November 2015 US\$ 21.78m Term Loan Facility |
High Challenge | 24 consecutive quarterly instalments + US\$ 13.1m balloon at maturity |
US\$ LIBOR + 2.175% |
<87.0% | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
1,452 | 13,431 | 14,883 |
| Tokyo Century Corporation/ August 2016 US\$ 10.47m General Working Capital Facility |
Cielo di Salerno High Challenge |
22 consecutive quarterly instalments, no balloon at maturity |
US\$ LIBOR + 2.45% |
n.a. | Liquid assets > US\$ 25m Net worth > US\$ 100m Equity ratio > 25% |
812 | - | 812 |
| Banca Intesa / Hot Money |
n.a. | n.a. | n.a. | n.a. | n.a. | 10,000 | - | 10,000 |
| Bank of Ireland/ Overdraft for working capital |
n.a. | n.a. | n.a. | n.a. | n.a. | 5,634 | - | 5,634 |
| Banco Popolare/ Overdraft |
n.a. | n.a. | n.a. | n.a. | n.a. | 2,076 | - | 2,076 |
| MPS / Overdraft | n.a. | n.a. | n.a. | n.a. | n.a. | 5,548 | - | 5,548 |
| GIS | ||||||||
|---|---|---|---|---|---|---|---|---|
| Standard Chartered Bank/ September 2020 US\$ 45m Term Loan Facility 2 |
Glenda Melanie Glenda Melissa Glenda Melody Glenda Meryl |
24 consecutive quarterly instalments, no balloon at maturity |
US\$ LIBOR +2.40% |
< 75.2% for first 3Y then < 70.4% |
n.a. | 3,750 | 14,063 | 17,813 |
| DIS | ||||||||
| UniCredit SpA/ Overdraft for working capital |
n.a. | n.a. | n.a. | n.a. | n.a. | 3,752 | - | 3,752 |
| Financial fees | (1,138) | (1,437) | (2,575) | |||||
| Total as at 31 December 2021 | 66,534 | 226,771 | 293,305 |
2.GIS is a proportionally consolidated subsidiary. In DIS' consolidated accounts we therefore include only 50% of such loans, a portion which is equivalent to d'Amico Tankers d.a.c. participation in GIS' share capital.
All bank loans are guaranteed by d'Amico International Shipping S.A. and comply with their respective covenants.
Lease liabilities are repaid over the lease term. They have the following residual lease terms as the period end dates:
| US\$ Thousand | As at 30 June 2022 |
As at 31 December 2021 |
|---|---|---|
| Total future minimum lease payments (gross investment) | 298,236 | 331,439 |
| due within one year | 86,403 | 51,297 |
| due in one to five years | 146,641 | 196,047 |
| due over five years | 65,192 | 84,095 |
| Principal component of minimum lease payments | 255,394 | 273,958 |
| due within one year | 74,445 | 36,480 |
| due in one to five years | 120,755 | 160,685 |
| due over five years | 60,194 | 76,793 |
| Finance charge included in the minimum lease payments | 42,842 | 57,481 |
| of which pertaining to the period | 7,617 | 17,139 |
The carrying amount of the assets held as Right-of-Use, as well as the main lease terms, are disclosed in note 11; the average annual rate of return on these leases reflect market rates at the time those transactions were closed.
| US\$ thousand | As at 30 June 2022 |
As at 31 December 2021 |
|---|---|---|
| Trade payables | 29,770 | 24,043 |
| Other creditors | 2,633 | 1,164 |
| Accruals & deferred income | 2,330 | 2,458 |
| Total | 34,733 | 27,665 |
Payables and other current liabilities as at 30 June 2022, mainly include trade payables. The Group has financial risk management policies in place to ensure all payables are settled within agreed terms (refer to note 22).
| US\$ thousand | As at 30 June 2022 |
As at 31 December 2021 |
|---|---|---|
| Current tax liabilities | 64 | 43 |
The balance as at 30 June 2022 reflects the amount of corporate tax, including tonnage tax, payable by the Group's subsidiaries.
| US\$ Thousand | As at 31 December 2021 |
NET CASH-FLOWS |
NON-CASH CHANGES | As at 30 June 2022 |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortised financial fees |
Financial lease cost |
FX differences |
Change in contractual terms |
Inception of lease |
Derivatives P&L realised movements |
Derivatives P&L unrealised movements |
Cash flow hedge OCI |
||||
| Lease liabilities | 273,958 | (25,600) | - | 7,617 | (125) | 1,154 | (1,610) | - | - | - | 255,394 |
| Banks and other lenders | 295,641 | (16,940) | 575 | - | - | - | - | - | - | - | 279,276 |
| Liabilities from derivative instruments | 4,255 | (1,552) | - | - | - | - | - | 964 | (780) | (7,875) | (4,988) |
Shipping freight rates and vessel values can vary significantly during the business cycle. Furthermore, the Company is a multinational that has operations throughout the world and is therefore exposed to the market risk of changes in foreign currency exchange rates. Since deposits and credit facilities necessary to fund investments in newbuildings or the purchase of vessels earn or pay interest at variable rates, the Group is also exposed to interest rate risk. DIS is also exposed to fluctuations in the price of bunkers.
d'Amico International Shipping constantly monitors the above financial risks and seeks to reduce its exposure to them also through derivative hedging instruments.
These half-year, condensed financial statements do not include all financial risk management information and disclosures required in the annual financial statements and for a detailed description of this information they should be read in conjunction with the Group's annual financial statements as at 31 December 2020, note 28; DIS' financial risk situation as described in its last annual report, has not changed significantly in the six months to 30 June 2021. There have been no changes in the risk management policies since the year end.
The fair value of financial assets and financial liabilities are determined as follows:
The fair values of derivative instruments are calculated using quoted prices. Where such prices are not available, a discounted cash-flow analysis is performed. Foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching the maturities of the contracts. Interest rates swaps are measured as the present value of the estimated future cash-flows and discounted based on the applicable yield curves derived from quoted interest rates. Forward Freight Agreements and Bunker Swaps are calculated using quoted prices.
The fair value of other financial assets and financial liabilities (excluding those described above) are determined in accordance with generally accepted pricing models based on discounted cash-flow analysis.
The following table shows the carrying amounts and the fair values of financial assets and liabilities as at 30 June 2022, together with their levels within the fair value hierarchy.
| As of 30 June 2022 | |||||||
|---|---|---|---|---|---|---|---|
| Total | Fair Value | ||||||
| US\$ thousand | Level 1 | Level 2 | Total | ||||
| Assets | |||||||
| Non-current financial assets | 15,867 | - | 15,867 | 15,867 | |||
| Receivables and other current assets | 71,064 | - | - | - | |||
| Other current financial assets | 2,686 | - | 2,686 | 2,686 | |||
| Cash and cash equivalents | 46,040 | - | - | - | |||
| Liabilities | |||||||
| Banks and other lenders | 279,276 | - | - | - | |||
| Lease liabilities | 255,394 | - | - | - | |||
| Other non-current financial liabilities | 534 | - | 534 | 534 | |||
| Payables and other current liabilities | 34,733 | - | - | - | |||
| Other current financial liabilities | 4,231 | - | 4,231 | 4,231 |
The following table presents the Group's assets and liabilities that are measured at fair value as at 31 December 2021, together with their levels within the fair value hierarchy.
| As at 31 December 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total | Fair Value | Total | ||||||
| US\$ Thousand | Level 1 | Level 2 | ||||||
| Assets | ||||||||
| Non-current financial assets | 10,233 | - | 451 | 451 | ||||
| Receivables and other current assets | 37,104 | - | - | - | ||||
| Other current financial assets | 2,674 | - | 169 | 169 | ||||
| Cash and cash equivalents | 43,415 | - | ||||||
| Liabilities | ||||||||
| Banks and other lenders | 293,305 | - | - | - | ||||
| Liabilities from leases | 273,958 | - | - | - | ||||
| Other non-current financial liabilities | 1,862 | - | 1,208 | 1,208 | ||||
| Payables and other current liabilities | 27,665 | - | - | - | ||||
| Other current financial liabilities | 4,765 | - | 3,668 | 3,668 |
The Level 2 financial instruments in the above tables refer to derivative instruments and their fair value is obtained through valuations provided by the corresponding bank at the end of the period. Counterparties are financial institutions which are rated from A1 to B1; taking this into consideration, no adjustments for non-performance risk are deemed necessary.
The carrying value of assets and liabilities, such as short-term trade receivables and payables, which are not measured at fair value, approximates their fair value.
Pursuant to IAS 24, the Company's related parties are entities and individuals capable of exercising control, joint control or significant influence over DIS and its subsidiaries, companies belonging to the d'Amico Group, and joint ventures of d'Amico International Shipping. Furthermore, members of DIS' Board of Directors, and executives with strategic responsibilities and their families are also considered related parties.
DIS carries out transactions with related parties, including its immediate parent company d'Amico International S.A., a company incorporated in Luxembourg, its ultimate Italian parent company, d'Amico Società di Navigazione S.p.A (DSN) and certain of DSN's subsidiaries (d'Amico Group).
During the first six months of 2022 the most significant related party transactions included management service agreements (for technical, crewing, IT, Administrative and legalservices) with Società di Navigazione S.p.A., a brand fee with d'Amico Società di Navigazione S.p.A., a personnel service agreement with d'Amico Shipping Singapore and d'Amico Shipping USA and a service agreement for the purchase of Intermediate Fuel Oil and Marine Diesel Oil, with Rudder SAM, a d'Amico Group controlled company.
The effects of related party transactions on the Group's consolidated income statement for the first half of 2022 and first half of 2021, are the following:
| H1 2022 | H1 2021 | |||
|---|---|---|---|---|
| US\$ thousand | Total | Of which related parties |
Total | Of which related parties |
| Revenue | 175,280 | 5,333 | 122,037 | 3,735 |
| Voyage costs | (59,673) | (202) | (33,146) | (163) |
| Bareboat charter revenues | 2,386 | - | ||
| Time-charter hire costs | (1,721) | - | (1,620) | - |
| Other direct operating costs | (42,141) | (33) | (46,191) | (3,683) |
| General and administrative costs | (6,840) | (6,179) | (6,990) | (2,851) |
| Result on disposal of fixed assets | (1,048) | - | (1,073) | - |
| Depreciation and impairment | (32,528) | (248) | (32,631) | (252) |
| Net financial income (charges) | (14,389) | (45) | (15,404) | (28) |
The effects of related party transactions on the Group's consolidated balance sheets as at 30 June 2022 and 31 December 2021, not elsewhere disclosed in the present report, are the following:
| As at 30 June 2022 | As at 31 December 2021 | ||||
|---|---|---|---|---|---|
| US\$ Thousand | Total | Of which related parties |
Total | Ofwhich related parties |
|
| ASSETS | |||||
| Non-current assets | |||||
| Property, plant and equipment and right-of-use assets | 780,102 | 657 | 821,434 | 720 | |
| Other non-current financial assets | 15,867 | 44 | 9,849 | 67 | |
| Current assets | |||||
| Inventories | 17,922 | - | 11,643 | - | |
| Receivables and other current assets | 71,064 | 143 | 37,104 | 4,020 | |
| Current financial assets | 2,686 | 33 | 2,674 | 36 | |
| Cash and cash equivalents | 46,040 | - | 43,415 | - | |
| Assets held for sale | - | - | 10,197 | - | |
| LIABILITIES | |||||
| Non-current liabilities | |||||
| Banks and other lenders | 184,916 | - | 226,771 | - | |
| Non-current lease liabilities | 180,949 | 1,112 | 237,478 | 672 | |
| Other non-current financial liabilities | 534 | 1,862 | - | ||
| Current liabilities | |||||
| Banks and other lenders | 94,360 | - | 66,534 | - | |
| Current lease liabilities | 74,445 | 443 | 36,480 | 126 | |
| Payables and other current liabilities | 34,733 | 9,711 | 27,665 | 5,581 | |
| Other current financial liabilities | 4,231 | 4,765 | - | ||
| Current tax payable | 64 | - | 43 | - | |
| Banks associated with assets held-for-sale | - | - | 2,336 | - |
The Group is currently involved in a number of on-going commercial disputes concerning both our owned and chartered vessels. The majority are cargo contamination claims. The disputes are mostly covered by insurance policies with the Group's P&I Club and therefore are not expected to generate any significant financial exposure.
All of the Group's Irish operating companies are qualified to be taxed under the Tonnage Tax regime in Ireland. The regime includes a provision whereby a proportion of capital allowances previously claimed by the Group may be subject to tax in the event that vessels are sold, or the Group fails to comply with the ongoing requirements to remain within the regime.
There are neither contingent liabilities nor commitments made by the Group which are not recognized at the reporting date in relation with the Group's interests in its joint ventures.
The table below shows the complete list of the Group's companies, and for each of these companies, d'Amico International Shipping's percentage ownership, its method of consolidation, registered office, share capital and currency.
| Name | Registered Office | Share Capital | Currency | Interest % | Consolidation Method |
|---|---|---|---|---|---|
| d'Amico International Shipping S.A. | Luxembourg | 62,052,778 | US\$ | n.a. | Integral |
| d'Amico Tankers d.a.c. | Dublin / Ireland | 100,001 | € | 100.0% | Integral |
| High Pool Tankers Limited | Dublin / Ireland | 2 | € | 100.0% | Proportional |
| Glenda International Shipping d.a.c. | Dublin / Ireland | 202 | US\$ | 50.0% | Proportional |
| d'Amico Tankers Monaco SAM | Monaco | 150,000 | € | 99.8% | Integral |
| d'Amico Tankers UK Ltd | London / UK | 50,000 | US\$ | 100.0% | Integral |
28 July 2022
~ Pat o d'A Cht ma ,
The manager responsible for preparing the Company's financial reports, Mr. Antonio Carlos Balestra di Mottola, in his capacity as Chief Financial Officer of d'Amico International Shipping SA (the "Company") declares to the best of his knowledge, that the half yearly/second quarter 2022 financial statements prepared in accordance with the applicable set of accounting standards as published in this report, give a true and fair view of the assets, liabilities, financial position and income statement of the Company and its consolidated subsidiaries and that the interim management report includes a fair review of the development and performance of the business and the position of the Company and its consolidated subsidiaries, together with a description of the principal risks and uncertainties that they face.
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