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Klaveness Combination Carriers

Earnings Release Feb 18, 2022

3644_rns_2022-02-18_555395b6-aff4-4bda-8455-e9c6d7abd0a9.pdf

Earnings Release

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KEY DEVELOPMENTS

  • Average fleet TCE earnings 23,617 \$/day, 2-4 times higher than standard tanker vessel earnings
  • EBT USD 15.1 million and adjusted EBITDA USD 19.5 million, 149 % and 9% increase Q-o-Q respectively
  • 94% combination trading for the CLEANBU fleet
  • Positive effect on profit and loss and cash from the sale of MV Banasol
  • Raised net USD 24.1 million in equity to fund energy efficiency initiatives
  • High booking of caustic soda contracts for 2022 including the conclusion of a six years COA with South32
  • Continued improvement in environmental KPIs
  • Dividends for Q4 more than doubled from previous quarter to USD 0.1 per share, in total USD 5.2 million

"The CLEANBU fleet showed its potential in fourth quarter with a high 94% share of capacity in combination trade and TCE earnings of 24,460 \$/day, and the CABU fleet maintained strong earnings of 22,776 \$/day. Based on a record high result for fourth quarter and a strong outlook, dividend for fourth quarter 2021 is USD 0.1 per share, more than a doubling compared to third quarter 2021".

Engebret Dahm,CEO Klaveness Combination Carriers ASA

1 TCE earmings and adjusted EBITDA are alternative performance measures (APMs) defined and reconciled in appendix 1.

FINANCIAL PERFORMANCE

KEY FIGURES

(USD '000) Q4 2021 Q3 2021 Q4 2020 2021 2020
Net revenues from vessel operations 34 556 31 850 22 871 115 868 91 139
EBITDA (appendix 1) 26 998 17 640 10 323 67 064 48 125
EBITDA adjusted (appendix 1) 19 466 17 859 10 953 61 782 49 517
Profit/(loss) for the period 15 115 6 074 1 198 22 600 15 182
Earnings per share (USD) 0.30 0.13 0.02 0.46 0.32
Total assets 629 931 630 459 549 043 629 931 549 043
Equity 254 417 207 531 216 532 254 417 216 532
Equity ratio 40 % 33 % 39 % 40 % 39 %
ROCE adjusted (appendix 1) 8 % 7 % 4 % 5 % 6 %
Q4 2021 Q3 2021 Q4 2020 2021 2020
Average TCE earnings (appendix 1) 23 617 \$/d 21 947 \$/d 19 597 \$/d 20 961 \$/d 20 990 \$/d
Opex per day (appendix 1) 8 577 \$/d 7 800 \$/d 7 991 \$/d 7 960 \$/d 7 848 \$/d
Onhire days 1 443 1 469 1 162 5 523 4 300
Off-hire days, scheduled 53 60 33 210 119
Off-hire days, unscheduled 44 28 39 83 110
% of days in combination trades1 75 % 69 % 76 % 68 % 70 %
Utilisation2 91 % 92 % 90 % 92 % 91 %

CONSOLIDATED RESULTS

Fourth quarter

Net profit after tax for fourth quarter ended at USD 15.1 million compared to USD 6.1 million in Q3 2021 and USD 1.2 million in Q4 2020. Adjusted EBITDA for the period ended at USD 19.5 million up from USD 17.9 million in Q3 2021 and USD 11.0 million in Q4 2020. The increase Q-o-Q is mainly due to higher TCE earnings from the CLEANBU vessels, partly offset by somewhat higher operating expenses and lower CABU TCE earnings and onhire days. The tanker market had a moderate short-lived upturn in part of fourth quarter, the traditional seasonally strong part of the year. Dry bulk earnings fell back from early November and weakened through most of the quarter but remained at historically strong levels. The CABU vessel MV Banasol was delivered to new owners in December and a gain of USD 6.4 million was recognised in Q4. Administrative expenses were in total quite stable in fourth quarter compared to third quarter, depreciation was down approximately USD 0.2 million due to the sale of MV Banasol and net finance cost increased approximately USD 0.5 million driven by foreign exchange effects.

COVID-19 related off-hire was 7 days in fourth quarter due to deviations for crew changes. The total negative COVID-19 impact (cost and lost earnings) is estimated to be approximately USD 0.7 million for Q4 2021, down from USD 1.5 million in Q3 which was impacted by a cancelled drydock for one vessel.

Full year

Net profit for the year ended at USD 22.6 million, an increase of USD 7.4 million from 2020. The 2021 profit includes gain from sale of MV Banasol and repayment of equity from the war risk provider, in total USD 7.8 million. Adjusted EBITDA for 2021 increased by 25% from USD 49.5 million in 2020 to USD 61.8 million in 2021 driven by a larger CLEANBU fleet representing an increase of 3.4 vessel-years compared to 2020. Average TCE earnings of \$20,961/day for the fleet for 2021 ended in line with 2020, however the underlying markets were substantially different. TCE earnings for 2021 were driven by a strong dry bulk market and stable earnings from caustic soda contracts, but a historically weak tanker market had negative impact throughout the year. 2020 on the contrary, was driven by a very strong product tanker market and a weak dry bulk market during the first half of the year while fortunes changed for both markets during second half of the year.

Delivery of three newbuilds in the first half of 2021 was challenging during the pandemic with extra costs and delayed start of trading. Total COVID-19 effects are estimated to be approximately USD 6.3 million in lost earnings and higher than normal costs for 2021, of which approximately 45% of the impact related to delivery of the newbuilds.

1 % of days in combination trades = number of days in combination trades as a percentage of total on-hire days. A combination trade starts with wet cargo (usually caustic soda or clean petroleum products), followed by a dry bulk cargo. A combination trade is one which a standard tanker or dry bulk vessel cannot perform. The KPI is a measure of KCC's ability to operate our combination carriers in trades with efficient and consecutive combination of wet and dry cargos versus trading as a standard tanker or dry bulk vessel. There are two exceptions to the main rule where the trade is considered to be a combination trade: Firstly, in some rare instances a tanker cargo is fixed instead of a dry bulk cargo out of the dry bulk exporting region where KCC usually transports dry bulk commodities. E.g. the vessel transports clean petroleum products to Argentina followed by a veg oil cargo instead of a grain cargo on the return leg. Secondly, triangulation trading which combines two tanker voyages followed by a dry bulk voyage with minimum ballast in between the three voyages (e.g. CPP Middle East-Far East+CPP Far East Australia+Dry bulk Australia-Middle East) are also considered combination trade. The KPI has been changed with effect from 1 January 2021 and 2020 figures have been adjusted. Previously the definition of a combination trade was based on the main trading patterns and contract of affreightment portfolio (CABU trades Far East/Middle East - Australia and US Gulf-Brazil, CLEANBU trades Middle East/India-South America). The CLEANBU segment has been established and the CABU business has developed, hence the updated definition better reflects how often KCC succeeds to combine wet and dry cargo.

CAPITAL AND FINANCING

Cash and cash equivalents ended at USD 53.9 million by the end of the year, an increase of USD 18.0 million from the end of Q3 2021. In addition to a positive operating cash flow of USD 29.3 million in fourth quarter, the main effects were net proceeds from equity issue of USD 24.1 million, net proceeds from sale of MV Banasol of USD 10.6 million, net cash effect of refinancing of mortgage debt of USD 9.7 million and USD 42.8 million repayment of a revolving credit facility and a short-term overdraft facility, whereof the latter USD 42.8 million is available for reborrowing.

Total equity increased by USD 46.9 million during the quarter and ended the year at USD 254.4 million. The main changes were in addition to the equity issue and Profit after tax, Net other comprehensive income of in USD 9.8 million less paid dividends in the period of USD 2.2 million.

Interest-bearing debt decreased by USD 40.5 million during fourth quarter and ended at USD 354.5 million at year-end following the already mentioned refinancing of an existing bank facility into a USD 80 million senior secured sustainability linked term loan facility as well as USD 42.8 million in repayments of a revolving credit facility, an overdraft facility and the Banasol tranche in addition to ordinary repayments. KCC, through a subsidiary, had per year-end USD 30.0 million available and undrawn under a long-term revolving credit facility and USD 17.6 million available and undrawn under a 364-days overdraft facility. The overdraft facility was renewed in December 2021 for 364 days.

The equity ratio ended at 40.4 % per year end, up from 32.9% at the end of third quarter.

EVENTS AFTER THE BALANCE SHEET DATE

On 17 February 2022, the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 0.1 per share for fourth quarter 2021, in total USD 5.2 million.

THE CABU BUSINESS

KEY FIGURES Q4 2021 Q3 2021 Q4 2020 2021 2020
Average TCE earnings (note 2) 22 776 \$/d 24 848 \$/d 18 958 \$/d 21 571 \$/d 19 886 \$/d
Opex per day (note 2) 8 317 \$/d 7 393 \$/d 7 162 \$/d 7 662 \$/d 7 333 \$/d
Onhire days 723 773 767 3 073 3 102
Off-hire days, scheduled 53 45 33 143 115
Off-hire days, unscheduled 28 8 27 46 77
% of days in combination trades1 50 % 75 % 81 % 69 % 75 %
Ballast days in % of total on-hire days3 20 % 13 % 13 % 16 % 13 %
Utilisation2 88 % 92 % 90 % 92 % 90 %

Fourth quarter

Average TCE earnings per on-hire day for the CABU vessels for Q4 2021 ended at \$22,776/day, a decrease of approximately \$2,100/day from Q3 2021 and approximately \$3,800/day up from Q4 2020. TCE earnings for the CABU fleet were almost four times higher than the spot market for standard MR tankers1, driven by a strong, although weakening dry bulk market. The CABU's faced some scheduling challenges with increasing port congestion in the Far East and negative effects of a tight caustic soda (CSS) market. To maintain on-time service to the caustic soda customers, CLEANBU vessels lifted four CSS cargoes in Q4. Consequently, CABU fleet capacity was reallocated to dry bulk trading, explaining a lower than normal % of days in combination trade this quarter. MV Banasol left the fleet in November impacting the number of on-hire days in Q4.

Operating costs for the fourth quarter were up approximately \$900/day from previous quarter and \$1,150/day compared to Q4 2020 mainly due to high travel costs for crew and costs related to the sale of MV Banasol. The CABU fleet had 28 unscheduled off-hire days in Q4 2021 of which 18 days related to preparation for sale of MV Banasol and four days COVID-19 related, and 53 scheduled off-hire days related to dry docking of MV Banastar and MV Baffin.

Full year

Average TCE earnings per on-hire day increased by approximately \$1,700/day from 2020 to 2021 and ended at \$21,571/day, a multiple of 3.4 to standard spot earnings for MR tankers4 . The main drivers were a strong dry bulk market and a high contract coverage for caustic soda shipments. One of two vessels trading in the Atlantic was reallocated to the strong dry bulk market and entered the MaruKlav Baumarine Panamax dry bulk pool from August 2021 to January 2022. KCC also took advantage of the very strong dry bulk market by selling MV Banasol, KCC's oldest CABU vessels built in 2001.

The pandemic continued to impact costs and off-hire negatively in 2021. Opex per day ended at \$7,662/day, an increase of approximately \$300/ day from 2020, partly due to COVID-19. Unscheduled off-hire decreased from 77 days in 2020 to 46 days in 2021 mainly due to less COVID-19 related off-hire from quarantine. Four CABU vessels have been through regular dry-docking in 2021 compared to three vessels in 2020.

EBITDA for the CABU fleet increased by 34% Y-o-Y from USD 34.4 million in 2020 to USD 45.5 million in 2021.

1 % of days in combination trades = see definition on page 3.

2 Utilisation = Operating days less waiting time less off-hire days)/operating days.

3 Ballast in % of on-hire days = Number of days in ballast /number of on-hire days. Ballast days when the vessel is off-hire are not included.

4 Clarksons, MR (CABU) and LR1 (CLEANBU) tanker multiple calculated based on assumption of one month advance cargo fixing/«lag» .

THE CLEANBU BUSINESS

KEY FIGURES Q4 2021 Q3 2021 Q4 2020 2021 2020
Average TCE earnings (note 2) 24 460 \$/d 18 725 \$/d 20 840 \$/d 20 195 \$/d 23 851 \$/d
Opex per day (note 2) 8 862 \$/d 8 257 \$/d 9 527 \$/d 8 321 \$/d 9 125 \$/d
Onhire days 720 696 395 2 450 1 198
Off-hire days, scheduled - 15 - 68 -
Off-hire days, unscheduled 16 20 12 38 31
% of days in combination trades1 94 % 63 % 67 % 66 % 59 %
Ballast days in % of total on-hire days3 13 % 12 % 19 % 18 % 20 %
Utilisation2 94 % 91 % 93 % 91 % 95 %

Fourth quarter

CLEANBU TCE earnings per on-hire day ended at \$24,460/day, an increase of approximately \$5,700/day from last quarter and \$3,600/day from Q4 2020. The CLEANBU fleet outperformed the LR1 tanker vessel spot earnings by a multiple of 2.22 in fourth quarter. TCE earnings were driven by a continued strong dry bulk market and high percentage of combination trading which increased to 94% in fourth quarter.

Average operating costs for the CLEANBU vessels ended at \$8,862/day, an increase of approximately \$600/day compared to previous quarter and down \$700/day compared to the same quarter last year. Opex per day in fourth quarter was above the average for 2021 due to postponed maintenance and expensive crew changes in Europe. Unscheduled off-hire of 16 days in fourth quarter mainly relates to repairs of a cargo pump.

Full year

Average TCE earnings ended at \$20,195/day for the year, approximately \$3,650/day lower than in 2020 due to fixing of three vessels on tanker time charters at the market peak in second quarter of 2020. The fleet had in total approximately 3.4 more vessel years on-hire compared to last year due to delivery of newbuilds.

Average operating costs for the CLEANBU vessels ended at \$8,321/day in 2021, approximately \$800/day lower than 2020, partly reflecting normalization of technical operation of the CLEANBU vessels delivered in 2019 and 2020. Total off-hire was 106 days in 2021, of which 85 days related to guarantee repairs for Barramundi and waiting related to cancelled guarantee repairs for Barracuda due to the COVID-19 situation in China. Remaining unscheduled off-hire amounted to 21 days, whereof five days COVID-19 related to crew changes.

MARKET DEVELOPMENT

AVERAGE MARKET RATES2 Q4 2021 Q3 2021 Q4 2020 2021 2020
Dry Bulk rates - P5TC (\$/day)1 29 127 33 612 12 067 26 735 9 899
MR Tanker rates - TC7 (\$/day)1 7 632 8 846 8 582 7 652 14 282
LR1 Tanker rates - TC5 (\$/day)1 7 383 6 432 9 101 6 208 19 441
Bunkers price - VLSFO (\$/mt) 2 610 541 363 535 369

Earnings of KCC's combination carriers are driven by the Panamax dry bulk market, MR and LR1 product tanker markets and fuel markets.

The dry bulk freight market delivered a strong quarter in Q4 2021. All dry bulk segments experienced high earnings as freight rates reached the highest level seen since the 2009/2010 period on the back of strong overall demand for commodities combined with high fleet congestion. Panamax earnings averaged approximately \$29,100/day for the quarter as the market peaked during the first half of October before cooling down towards the end of the year, largely driven by seasonality, falling dry bulk commodity prices, lower steel production in China and lower congestion.

Total demand measured by ton duration for shipping of dry bulk commodities increased by 2.5% Y-o-Y in Q4, while total Panamax demand across all commodities were down 0.9% Y-o-Y. Demand for minor bulks and bauxite continued to grow strongly, +11% and +10% Y-o-Y respectively as global industrial production carried on recovering from COVID-19. Iron ore demand increased a modest 3% Y-o-Y in Q4 as demand from China was hit by a 20% Y-o-Y decrease in steel production caused by the real estate market slow down. Coal demand was down 1% Y-o-Y and grain demand dropped 10% Y-o-Y caused by smaller crop, heavy rain and rising export taxes affecting crop from major exporters negatively.

The nominal fleet growth for dry bulk fleet was 3.5% Y-o-Y in Q4, while the growth in the Panamax segment was marginally lower at 3.4%. However, effective fleet growth was far lower in Q4 following increased port congestion.

Product tanker earnings improved in the fourth quarter compared to third quarter, albeit still at low levels. Product tanker average earnings, represented by the TC5 (LR1 Middle East to Japan route), improved by around \$950/day from the third quarter. While oil demand has seen a substantial recovery, oil production is lagging demand as OPEC+ struggles to fulfil production quotas. The deficit has been made up by drawdowns on inventories and the overall demand for seaborne transportation of crude and oil products has remained weak.

The international caustic soda market continued to be tight during Q4 2021. US demand remained strong and inventory levels were low resulting in limited availability of export cargoes from US Gulf. US prices export prices were 30-40% above North-East Asia prices at the end of 2021. North-East Asia caustic soda plants were running at high operating rates during the quarter to meet strong domestic and export demand. As a consequence, North-East Asian export prices have risen by 50-60% over the last 6 months.

Brent crude oil prices ended at around USD 91.2 per barrel at year-end 2021, up 16% Q-o-Q. Average fuel oil price (VLSFO) ended at USD 610/mt, an increase of around 12% Q-o-Q.

HEALTH, SAFETY AND ENVIRONMENT

HEALTH AND SAFETY KPIs Q4 2021 Q3 2021 Q4 2020 2021 2020
# of medium6
injuries
- - - - 3
# of major7
injuries
- 1 - 1 -
# of navigational incidents - - - - 1
# of spills to the environment - - - - 1

Safety performance has the highest priority and to the Board's satisfaction there were no "major" or "medium" rated incidents and no navigational incidents or spills to the environment in fourth quarter 2021.

The COVID-19 management plan that was implemented in Q3 2020 has worked well and there have not been any infections on board KCC vessels after the implementation until January 2022, when crew on board one vessel were infected by the more contagious Omicron COVID-19 virus variant, having only mild symptoms. It is recognized that the management plan with extensive periods of isolation and uncertainty for people onboard has caused stress. High attention to mental health has been key in this period.

Focus continues to be on repatriating crew at the end of their service period without delays. By the end of 2021 the Omicron COVID-19 virus variant resulted in more crew testing positive on COVID-19 when going into isolation prior embarkation. This impacted crew changes and KCC had 13% crew on extended contracts by the end of 2021, compared to 10% by the end of Q3 2021. No crew in KCC had been onboard for more than 12 months by the end of 2021. Approximately 75% of KCC's crew are fully vaccinated. Despite increased numbers of vaccinated crew, no initiative was taken by any country to ease travel restrictions and embarkation/disembarkation for vaccinated crew. Hence, crew changes continued to be challenging again contributing to increased number of extended contracts.

ENVIRONMENTAL KPIs BENCHMARK
Q4
Q4 2021 Q3 2021 2021 2020 TARGET 2022
CO2 emission per ton transported cargo per nautical
mile (EEOI)(grams CO2/(tons cargo x nautical miles))1,5
9.5 7.1 7.2 7.4 7.4 5.8
Average CO2 emission per vessel (metric tons CO2 /
vessel-year)2
N.A. 19,400 17,600 18,800 20,700 17,700
% of days in combination trades3 N.A. 75 % 69 % 68 % 70 % 90 %
Ballast days in % of total on-hire days4,5 30 % 17 % 12 % 17 % 15% 7.5%

CO2 emissions per ton transported cargo per nautical mile (EEOI) ended at 7.1 for fourth quarter 2021, quite stable compared to third quarter 2021 (7.2). Fourth quarter EEOI was negatively impacted by more ballast, higher speed, and lower combination trading for the CABU fleet. The performance is as well impacted by the CABU II vessels that are in the end of their 5-year drydocking schedule, which means that the eroded antifouling paint allows for rapid growth of hull fouling leading to increased water resistance. The completion of the docking program of CABU II vessels in April 2022 is expected to have a positive effect on the CABU emission performance coming into 2022. The negative development for the CABU fleet, was offset by very strong CLEANBU EEOI mainly due to 94% of days in combination trade and hence a 25% increase in the amount of transport work performed by the vessels compared to third quarter 2021.

The average EEOI for 2021 was 7.4, equal to the EEOI in 2020, which is below target. Time spent in combination trade was down from 75% in 2020 to 69% in 2021 and ballast was up from 13% to 16% partly due to the trading of the CLEANBU fleet as dry bulk vessels in especially Q2 2021 and the CABU scheduling problems in Q4 2021. A 16% increase in both distance sailed and transport work performed nevertheless resulted in stable EEOI.

Average CO2 emissions per vessel was 19,400 in fourth quarter 2021, up from 17,600 in third quarter 2021 and reflects an increase for all segments driven by speed increases mainly reflecting tight scheduling for especially the CABU fleet.

Average CO2 emissions per vessel were 18,800 mt in 2021, a solid improvement from 20,700 mt in 2020, being in line with the trajectory to meet KCC's target for 2022 of 17,700 mt. The delivery of three new CLEANBU vessels in 2021 improved the technical performance of the fleet. Similarly, five of the six CABU I vessels were drydocked during second half of 2020 and 2021. During drydocking the vessels were recoated with high grade silicone anti-fouling coating and several energy saving devices were installed, such as propeller boss cap fins and mewis ducts. MV Baffin entered drydock in end of November 2021 where several energy saving devices were installed, and top-grade silicone anti-fouling coating was applied. It is expected that both the EEOI and average CO2 emission per vessel for the CABU II fleet will improve in 2022.

1 EEOI (Energy Efficiency Operational Index) is defined by IMO and represents grams CO2 emitted per transported ton cargo per nautical mile for a period of time (both fuel consumption at sea and in port included).

2 Average CO2 emissions per vessel = total CO2 emissions in metric tons/vessel years. Vessel years = days available – off-hire days at yard. When new vessels are delivered to the fleet, the vessel years are calculated from the date the vessel is delivered .

3 % of days in combination trades = see definition on page 3.

4 Ballast in % of on-hire days = Number of days in ballast /number of on-hire days. Ballast days when the vessel is off-hire are not included.

5 Benchmark: The EEOI and % ballast for "Benchmark standard vessels" are calculated based on standard vessels (Panamax/Kamsarmax dry bulk vessels, MR-tankers and LR1-tankers) making the same transportation work in the same trades as performed by KCC's CABU and CLEANBU vessels. The EEOI for "Benchmark standard vessels" is calculated as the weighted average of EEOI for the individual trades performed. There is a degree of uncertainty related to the benchmark values as these are estimated using data from Baltic Exchange and AXS Marine.

OUTLOOK

After the weakening of the dry bulk market towards the end of the year, the average Kamsarmax spot earnings are currently at around \$21,300/day after bottoming out in early February. The dry bulk market is expected to strengthen further after Chinese New Year holidays and the completion of the Olympic Games in Beijing and the FFA curve for Q2 2022 is currently trading at around \$27,600/day.

While the short-term outlook continues to be challenging for tankers there are reasons for optimism for the medium to long-term outlook. According to EIA oil demand will continue to improve during 2022 and the tightness in oil markets is also expected to ease as both OPEC and non-OPEC production is expected to grow, and production set to outpace demand. Furthermore, a historic low orderbook and tight yard capacity will cap fleet growth for the next couple of years. Refinery closures in Australia, Europe and the US and refinery additions in the Middle East could in addition improve ton-mile demand further on a medium to long-term horizon.

The CABU fleet has a positive earnings outlook based on high caustic soda contract booking for 2022 being renewed at higher TCE earnings compared to 2021 and an expected continued strong dry bulk market outlook. KCC and South32 signed a six-year sustainability-linked COA for the transportation of caustic soda to Australia in January. Currently 37 caustic soda cargos have been booked for 2022, with an expectation of reaching a record high 42 cargoes during the year, implying efficient combination trading and hence strong TCE earnings for the fleet. Following the sale of MV Banasol and return of one vessel from the MaruKlav Baumarine Panamax dry bulk pool, all eight vessels will going forward be employed in trades to/from Australia, where the CABU fleet over time has generated the highest earnings.

KCC expects the CLEANBU fleet to maintain a high and increasing combination trading in 2022 and targets to continue optimizing trading and freight pricing during the year. The CLEANBU TCE earnings are, however, expected to continue to be more volatile than the CABUs in 2022 due to the full tanker market spot exposure of this segment.

Guarantee work for MV Barracuda and MV Baru is targeted for second quarter 2022 and first half of 2023 respectively with total off-hire estimated to be in total around 50 days in 2022. Approximately 50% of off-hire days connected to the guarantee work is estimated to be covered by loss of hire insurance.

Oslo, 17 February 2022

The Board of Directors of

Klaveness Combination Carriers ASA

Lasse Kristoffersen Chair of the Board

Magne Øvreås Board member Morten Skedsmo Board member

Winifred Patricia Johansen Board member

Rebekka Glasser Herlofsen Board member

Engebret Dahm CEO

INCOME STATEMENT

Unaudited Unaudited Audited
USD'000 Notes Q4 2021 Q4 2020 2021 2020
Freight revenue 3 40 933 36 444 155 564 142 289
Charter hire revenue 3 15 919 5 269 41 909 20 442
Other revenue 3 - - 482 -
Total revenues, vessels 56 852 41 713 197 955 162 731
Voyage expenses (22 296) (18 842) (82 087) (71 592)
Net revenues from operation of vessels 34 556 22 871 115 868 91 139
Gain on sale of vessels 4 6 360 - 6 360 -
Other income 3 1 422 - 1 422 -
Operating expenses, vessels ( 13 327) (10 693) (49 221) (37 193)
Group commercial and administrative services 8 (939) (1 164) (3 709) (3 538)
Salaries and social expenses 8 (750) (414) (2 374) (1 327)
Tonnage tax (50) (82) (214) (180)
Other operating and administrative expenses (274) (194) (1 069) (776)
Operating profit before depreciation (EBITDA) 26 998 10 323 67 064 48 125
Depreciation 4 (7 206) (5 623) (28 666) (19 155)
Operating profit after depreciation (EBIT) 19 792 4 701 38 398 28 971
Finance income 6 29 161 74 529
Finance costs 6 (4 703) (3 664) (15 868) (14 317)
Profit before tax (EBT) 15 118 1 198 22 606 15 182
Income tax expenses (3) - (7) -
Profit after tax 15 115 1 198 22 600 15 182
Attributable to:
Equity holders of the parent company 15 115 1 198 22 600 15 182
Total 15 115 1 198 22 600 15 182
Earnings per Share (EPS):
Basic earnings per share 0.30 0.02 0.46 0.32
Diluted earnings per share 0.30 0.02 0.46 0.32

STATEMENT OF COMPREHENSIVE INCOME

Unaudited Unaudited Audited
USD '000 Q4 2021 Q4 2020 2021 2020
Profit/ (loss) of the period 15 115 1 198 22 600 15 182
Other comprehensive income to be reclassified to profit or loss
Net movement fair value on cross-currency interest rate swaps (CCIRS) 94 9 877 (404) 1 253
Reclassification to profit and loss (CCIRS) 1 575 (8 191) 2 773 (3 715)
Net movement fair value on interest rate swaps 1 430 811 4 500 (2 491)
Net movement fair value bunker hedge (14) 242 (69) 87
Net changes on cost of hedging FFA hedge (450) - (714) -
Net movement fair value FFA hedge 7 201 (1 154) (7 730) (1 814)
Net other comprehensive income to be reclassified to profit or loss 9 838 1 586 (1 644) (6 679)
Total comprehensive income/(loss) for the period, net of tax 24 953 2 783 20 955 8 503
Attributable to:
Equity holders of the Parent Company 24 953 2 783 20 955 8 503
Total 24 953 2 783 20 955 8 503

STATEMENT OF FINANCIAL POSITION

(Figures in USD '000)

Unaudited Audited
ASSETS Notes 31 Dec 2021 31 Dec 2020
Non-current assets
Vessels 4 536 864 404 258
Newbuilding contracts - 48 441
Right of-use assets 1 553 1 672
Long-term financial assets 5 4 048 3 427
Long-term receivables 70 70
Total non-current assets 542 535 457 868
Current assets
Short-term financial assets 5, 8 678 87
Inventories 12 279 6 159
Trade receivables and other current assets 18 484 18 501
Short-term receivables from related parties 2 018 742
Cash and cash equivalents 53 937 65 685
Total current assets 87 396 91 174
TOTAL ASSETS 629 931 549 043
EQUITY AND LIABILITIES Unaudited
31 Dec 2021
Audited
31 Dec 2020
Equity
Share capital 7 6 235 5 725
Share premium 153 732 130 155
Other reserves (8 154) (6 511)
Retained earnings 102 605 87 162
Total equity 254 417 216 532
Non-current liabilities
Mortgage debt 5 249 993 206 813
Long-term financial liabilities 5 2 017 5 409
Long-term lease liabilities 1 008 1 239
Bond loan 5 78 205 80 649
Total non-current liabilities 331 223 294 109
Current liabilities
Short-term mortgage debt 5 23 936 22 473
Other interest bearing liabilities 5 2 409 -
Short-term financial liabilities 5 - 757
Short-term lease liabilities 618 493
Trade and other payables 16 199 13 165
Short-term debt to related parties 895 1 339
Tax liabilities 233 175
Total current liabilities 44 291 38 401
TOTAL EQUITY AND LIABILITIES 629 931 549 043

Oslo, 17 February 2022

The Board of Directors of

Klaveness Combination Carriers ASA

Lasse Kristoffersen

Chair of the Board

Magne Øvreås

Morten Skedsmo Board member

Board member

Winifred Patricia Johansen

Board member

Rebekka Glasser Herlofsen

Board member

Engebret Dahm CEO

(Figures in USD '000)

Attributable to equity holders of the parent
Unaudited
2021
Share
capital
Other paid
in capital
Treasury
Shares
Hedging
reserve
Cost of
hedging
reserve
Retained
earnings
Total
Equity 1 January 2021 5 725 130 155 (147) (6 363) - 87 162 216 532
Profit (loss) for the period - - - - - 22 600 22 600
Other comprehensive income for the period - - - (931) (714) - (1 644)
Share option program - - - - - 47 47
Dividends - - - - - (7 204) (7 204)
Capital increase (November 4, 2021) 510 23 576 - - - - 24 086
Equity at 31 December 2021 6 235 153 732 (147) (7 294) (714) 102 605 254 417
Audited
2020
Share
capital
Other paid
in capital
Treasury
Shares
Hedging
reserve
Cost of
hedging
reserve
Retained
earnings
Total
Equity 1 January 2020 5 725 130 155 - 316 - 76 744 212 941
Profit (loss) for the period - - - - - 15 182 15 182
Other comprehensive income for the period - - - (6 679) - - (6 679)
Dividends - - - - - (4 803) (4 803)
Purchase of own shares - - (147) - - - (147)
Share option program - - - - - 39 39
Equity at 31 December 2020 5 725 130 155 (147) (6 363) - 87 162 216 532

CASH FLOW STATEMENT

(Figures in USD '000)

Unaudited Unaudited Audited
Notes Q4 2021 Q4 2020 2021 2020
Profit before tax 15 118 1 198 22 606 15 182
Tonnage tax expensed 50 82 214 180
Depreciation 4 7 206 5 623 28 666 19 155
Amortization of upfront fees bank loans 257 207 882 693
Financial derivatives unrealised loss / gain (-) 5 3 86 82 (342)
Gain on sale of vessels 4 (6 360) - (6 360) -
Gain/loss on foreign exchange 734 (107) 726 (4)
Interest income 6 (29) (14) (74) (271)
Interest expenses 6 3 709 3 195 14 175 11 884
Taxes paid for the period - - - -
Change in current assets 7 831 (5 322) (8 797) (3 797)
Change in current liabilities (4 351) 4 507 2 045 (3 438)
Collateral paid/refunded on FFA (variation margin) 5 5 065 - (8 390) -
Interest received 6 29 14 74 271
A: Net cash flow from operating activities 29 261 9 469 45 848 39 513
Acquisition of tangible assets 4 (2 924) (991) (13 782) (4 271)
Cash proceeds from sale of vessels 4 13 800 - 13 800 -
Transaction costs related to sale of vessels (212) - (212) -
Installments and other cost on newbuilding contracts** - (34 859) (105 322) (88 634)
B: Net cash flow from investment activities 10 663 (35 850) (105 517) (92 905)
Proceeds from mortgage debt 80 000 60 450 169 000 60 450
Proceeds from bond loan (KCC04) 5 - - - 76 390
Buyback of bond loan (KCC03) 5 - (16 221) - (33 861)
Transaction costs on issuance of loans 5 (893) (709) (1 944) (1 914)
Repayment of mortgage debt 5 (105 584) (4 342) (123 041) (17 367)
Terminated financial instruments - - - (3 101)
Interest paid 6 (3 716) (3 246) (14 073) (11 370)
Repayment of lease liabilities (149) (125) (582) (454)
Paid in registered capital increase 7 24 977 - 24 977 -
Transaction costs on capital increase (878) - (878) -
Purchase of own shares - - - (147)
Dividends (2 161) (1 441) (7 204) (4 802)
C: Net cash flow from financing activities (8 406) 34 366 46 254 63 822
Effect of exchange rate changes on cash (742) - (742)
Net change in liquidity in the period 30 777 7 986 (14 156) 10 431
Cash and cash equivalents at beginning of period 20 752 57 699 65 685 55 254
Cash and cash equivalents at end of period* 51 529 65 685 51 529 65 685
Net change in cash and cash equivalents in the period 30 777 7 986 (14 156) 10 431
Cash and cash equivalents 53 937 65 685 53 937 65 685
Other interest bearing liabilities (overdraft facility) 2 409 - 2 409 -
Cash and cash equivalents (as presented in cash flow statement) 51 529 65 685 51 529 65 685

* Cash and cash equivalents include overdraft facility of USD 2.4 million presented as interest bearing liabilities in the balance sheet.

** Yard installement of USD 105 million paid in 2021 is related to delivery of the CLEANBU newbuildings MV Baiacu, MV Bass and MV Balzani.

Notes

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

01 Accounting policies

CORPORATE INFORMATION

Klaveness Combination Carriers ASA ("Parent Company"/"The Company"/"KCC") is a public limited liability company domiciled and incorporated in Norway. The share is listed on Oslo Stock Exchange (transferred from Euronext Expand as per 21 December 2021) with ticker KCC. The consolidated interim accounts include the Parent Company and its subsidiaries (referred to collectively as "the Group").

The objectives of the Group is to provide transportation for dry bulk, chemical and product tanker clients, as well as to develop new investment and acquisition opportunities that fit the Group's existing business platform. The Group has eight CABU vessels (see note 4), vessels with capacity to transport caustic soda (CSS), floating fertilizer (UAN) and molasses as well as all dry bulk commodities. Further, the Group has eight CLEANBU vessels. The CLEANBUs are both full-fledged LR1 product tankers and Kamsarmax dry bulk vessels.

ACCOUNTING POLICIES

The interim condensed financial statements of the Group have been prepared in accordance with IAS 34 Interim Financial Reporting. The interim condensed financial statements of the Group should be read in conjunction with the audited consolidated financial statements for the year ended 31 December 2020, which have been prepared in accordance with IFRS, as adopted by the European Union.

Tax

In Q1 2021, MV Barracuda was resold internally from KCC KBA AS to KCC Shipowning AS. KCC KBA AS is under ordinary taxation, and the company will have a tax cost for the year related to the vessel operation and resale carried out in Q1; however, this will be covered by unrecognized losses for the year. Tax expenses for the Group in 2021 are zero.

Subsidiaries

Klaveness Combination Carriers Asia Pte Ltd (Singapore) was incorporated on 22 March 2021 based on a capital injection of USD 300 000 from Klaveness Combination Carriers ASA (100% ownership, 300 000 shares). The commercial and operation team of four employees from Klaveness Asia Pte Ltd were transferred to this company on 1 June 2021.

NEW ACCOUNTING STANDARDS

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the annual consolidated financial statements of the year ended 31 December 2020 except for the adoption of any new accounting standards or amendments with effective date after 1 January 2021. There was no material impact of new accounting standards or amendments adopted in the period.

The Group is an owner and operator of combination carriers and operates mainly within the dry bulk shipping industry and the product tanker industry. The Group owns eight CABUs and eight CLEANBUs .

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

The CLEANBUs have approximately 82,500 dwt carrying capacity. The CLEANBUs are both full-fledged LR1 product tankers and Kamsarmax bulk carriers transporting clean petroleum products (CPP), heavy liquid cargoes such as CSS, UAN and molasses as well as all types of dry bulk products.

Operating income and operating expenses per segment

Q4 2021 Q4 2020
USD'000 CABU CLEANBU Total CABU CLEANBU Total
Operating revenue, vessels 26 554 30 298 56 852 28 918 12 795 41 713
Voyage expenses (10 122) (12 175) (22 296) (14 216) (4 626) (18 842)
Net revenue from operations of vessels 16 433 18 123 34 556 14 702 8 169 22 871
Gain on sale of vessels (note 4) 6 360 - 6 360 - - -
Other income (note 3) 1 422 - 1 422 - - -
Operating expenses, vessels (6 626) (6 701) (13 327) (5 850) (4 844) (10 693)
Group administrative services (467) (472) (939) (637) (527) (1 164)
Salaries and social expense (373) (377) (750) (226) (187) (414)
Tonnage tax (30) (20) (50) (61) (21) (82)
Other operating and administrative expenses (136) (138) (274) (106) (88) (194)
Operating profit before depreciation (EBITDA) 16 582 10 415 26 998 7 822 2 501 10 323
Depreciation (3 017) (4 189) (7 206) (3 035) (2 588) (5 623)
Operating profit after depreciation (EBIT) 13 566 6 226 19 792 4 788 (87) 4 701

Reconciliation of average revenue per onhire day (TCE earnings USD/day)

Q4 2021 Q4 2020
USD'000 CABU CLEANBU Total CABU CLEANBU Total
Net revenue from operations of vessels 16 433 18 123 34 556 14 702 8 169 22 871
Adjustment* 33 (511) (478) (156) 57 (99)
Net revenue ex adjustment 16 466 17 611 34 078 14 546 8 226 22 772
Onhire days 723 720 1 443 767 395 1 162
Average TCE earnings per onhire day (\$/d) 22 776 24 460 23 617 18 958 20 840 19 597

Reconciliation of opex per day

Q4 2021 Q4 2020
USD'000 CABU CLEANBU Total CABU CLEANBU Total
Operating expenses, vessels 6 626 6 701 13 327 5 850 4 844 10 693
Leasing cost (presented as depreciation) 78 72 149 81 45 125
Start-up cost CLEANBU vessels - (250) (250) - (630) (630)
Operating expenses, vessels adjusted 6 704 6 522 13 226 5 930 4 259 10 189
Operating days 806 736 1 542 828 447 1 275
Opex per day (\$/d) 8 317 8 862 8 577 7 162 9 527 7 991
2021 2020
USD'000 CABU CLEANBU Total CABU CLEANBU Total
Operating revenue, vessels 116 218 81 255 197 473 122 208 40 523 162 730
Other revenue - 482 482 - - -
Voyage expenses (50 099) (31 989) (82 087) (60 281) (11 311) (71 592)
Net revenue from operations of vessels 66 119 49 749 115 868 61 926 29 212 91 139
Gain on sale of vessels (note 4) 6 360 - 6 360 - - -
Other income (note 3) 1 422 - 1 422 - - -
Operating expenses, vessels (24 684) (24 537) (49 221) (23 829) (13 364) (37 193)
Group administrative services (1 860) (1 849) (3 708) (2 251) (1 287) (3 538)
Salaries and social expense (1 191) (1 184) (2 374) (844) (483) (1 327)
Tonnage tax (126) (88) (214) (134) (46) (180)
Other operating and administrative expenses (536) (533) (1 069) (503) (272) (776)
Operating profit before depreciation (EBITDA) 45 505 21 559 67 064 34 364 13 760 48 125
Depreciation (13 362) (15 303) (28 665) (11 643) (7 513) (19 155)
Operating profit after depreciation (EBIT) 32 143 6 256 38 398 22 722 6 248 28 971

Operating income and operating expenses per segment

Reconciliation of average revenue per onhire day (TCE earnings USD/day)

2021 2020
USD'000 CABU CLEANBU Total CABU CLEANBU Total
Net revenues 66 119 49 749 115 868 61 926 29 212 91 139
Adjustment 177 213 390 (234) (512) (746)
Other revenue - (482) (482) - (134) (134)
Net revenue ex adjustment 66 296 49 479 115 776 61 692 28 566 90 259
Onhire days 3 073 2 450 5 523 3 102 1 198 4 300
Average TCE earnings per onhire day (\$/d) 21 571 20 195 20 961 19 886 23 851 20 990

Reconciliation of opex per day

2021 2020
USD'000 CABU CLEANBU Total CABU CLEANBU Total
Operating expenses, vessels 24 685 24 537 49 221 23 829 13 364 37 193
Leasing cost (presented as depreciation) 318 265 582 326 127 453
Start-up cost CLEANBU vessels - (2 500) (2 500) - (1391) (1 391)
Operating expenses, vessels adjusted 25 002 22 301 47 304 24 156 12 099 36 255
Operating days 3 263 2 680 5 943 3 294 1 326 4 620
Opex per day (\$/d) 7 662 8 321 7 960 7 333 9 125 7 848

Disaggregated revenue information

The Group has income from COA contracts, spot voyages and TC contracts. Set out below is the disaggregation of the Group's revenue from contracts with customers.

Revenue types
USD'000 Classification Q4 2021 Q4 2020 2021 2020
Revenue from COAs Freight revenue 19 289 23 109 83 626 100 659
Revenue from spot voyages Freight revenue 21 644 13 336 71 938 41 631
Revenue from TC contracts Charter hire revenue 15 919 5 269 41 909 20 308
Other revenue Other revenue - - 482 134
Total revenue, vessels 56 852 41 713 197 955 162 731
Gain on sale of vessels (note 4) Gain on sale of vessels 6 360 - 6 360 -
Other income Other income 1 422 - 1 422 -
Total other income 7 782 - 7 782 -

Other income of USD 1.4 million in Q4 2021 relates to equity distribution from the Norwegian Shipowners' Mutual War Risks Insurance Association (Den Norske Krigsforsikring for Skib, DNK).

04 Vessels

Vessels
USD '000 31 Dec 2021 31 Dec 2020
Cost price 1.1 599 826 492 075
Delivery of newbuildings 153 763 103 708
Adjustments acquisition value newbuildings delivered 2 001 (809)
Dry Docking 8 342 4 852
Technical upgrade 3 439 -
Disposal of vessel (10 434) -
Cost price end of period 756 937 599 826
Acc. Depreciation 1.1 195 568 176 866
Disposal of vessel (3 576) -
Depreciation for the period 28 083 18 702
Acc. Depreciation end of period 220 073 195 568
Carrying amounts end of period* 536 864 404 258
*carrying value of vessels includes dry-docking
No. of vessels 16 14
Useful life (vessels) 25 25
Useful life (dry docking) 5 5
Depreciation schedule Straight-line Straight-line
Reconciliation of depreciations
USD'000 Q4 2021 Q4 2020 2021 2020
Depreciation vessels
Depreciation right of use assets
7 057
149
5 497
125
28 083
582
18 702
453

ADDITIONS

Three CLEANBU vessels MV Baiacu, MV Bass and MV Balzani were delivered from Jiangsu New Yangzi Shipbuilding Co.Ltd in January, March and May 2021 respectively. Addition for scheduled dry– docking amounts to USD 7.9 million and is related to dry– docking of vessels, MV Barcarena, MV Banastar, MV Banasol, MV Balboa, MV Baffin and USD 0.4 million is related to yard repairs of MV Barramundi. Technical upgrade of USD 3.4 million is related to general improvement of the technical performance of the vessels and energy efficiency initiatives.

DISPOSALS

MV Banasol was sold in December 2021 and gain of USD 6.4 million has been recognised in Q4 2021. Gain is calculated as sales price less book value of the vessel at time of sale less any direct costs of sale.

IMPAIRMENT ASSESSMENT

Identification of impairment indicators is based on an asessment of development in market rates (dry bulk, MR tanker, LR1 tanker and fuel), TCE earnings for the fleet, vessel opex, operating profit, technological development, change in regulations, interest rates and discount rate. Expected future TCE earnings for both fleets of CABU's and CLEANBU's, diversified market exposure, development in secondhand prices and the combination carriers' trading flexibility support the conclusion of no impairment indicators identifed as per 31 December 2021.

05 Financial assets and liabilities

The below tables present the Group's financing arrangements as per 31 December 2021.

During the fourth quarter the Group refinanced the USD100 million Nordea/Danske Bank facility into a USD 80 million senior secured sustainability linked term loan credit facility agreement with Nordea and Danske Bank. The interest rate on the new facility is LIBOR + 210bps. The margin will be adjusted, up or down, based on the Group's sustainability performance, as defined by the Group's ability to meet its goal of reducing CO2 emissions per ton of transported cargo per nautical mile (EEOI) and reducing absolute CO2 emissions per vessel. The new facility will refinance the CABU vessels MV Bantry, MV Bakkedal, MV Baffin, MV Ballard and MV Balboa built 2005-2017. The vessels MV Bangor and MV Barcarena, which were financed under the USD100 million Nordea/Danske Bank facility, will be left unencumbered. The new facility will mature in December 2026 and has a repayment profile of 9.2 years reflecting an age adjusted eighteen to zero repayment profile based on the average age of the vessels.

During the fourth quarter the Group repaid USD 2.7 million in debt prior to the sale of the MV Banasol under the USD105 million DNB/SEB Facility. Furthermore, the Group repaid USD 30 million under a revolving credit facility and remaining part of USD 65.4 million under the refinanced USD 100 million Nordea/Danske Bank Facility.

USD '000
Mortgage debt Description Interest rate Maturity Carrying amount
Nordea/Danske Facility Term loan, USD 100 mill LIBOR + 2.3 % March 2022 -
DNB/SEB Facility Term loan, USD 105 mill LIBOR + 2.3 % December 2023 83 344
SEB/SR-Bank/SPV Facility Term loan/RCF, USD 90.75 mill LIBOR + 2.3 % October 2025 85 786
Nordea/Credit Agricole Facility* Term Loan/RCF, USD 60 mill LIBOR + 2.75 % March 2025 27 353
Nordea/Danske Facility ** Term loan, USD 80 mill LIBOR + 2.1 % December 2026 80 000
Capitalized loan fees (2 554)
Mortgage debt 31 December 2021 273 929

* Potential margin adjustments up to +/- 10 bps once every year based on sustainability KPIs.

** Potential margin adjustments up to +/- 5 bps once every year based on sustainability KPIs.

As per 31 December 2021, the Group has available revolving credit facility capacity of USD 30 million related to the SEB/SR-Bank/SPV Facility and USD 17.6 million available capacity under a 364-days overdraft facility.

Carrying amount
Face value 31 Dec 2021
Bond loan NOK'000 Maturity USD'000
KCC04 700 000 11.02.2025 80 649
Exchange rate adjustment (1 430)
Capitalized expenses (779)
Bond discount (234)
Total bond loan 700 000 78 205
USD '000 Fair value Carrying amount Carrying amount
Interest bearing liabilities 31 Dec 2021 31 Dec 2021 31 Dec 2020
Mortgage debt 252 547 252 547 208 052
Capitalized loan fees - (2 554) (1 239)
Bond loan 75 456 79 219 81 991
Bond discount - (234) (310)
Capitalized expenses bond loan - (779) (1 032)
Total non-current interest bearing liabilities 328 003 328 198 287 462
Mortgage debt, current 23 936 23 936 22 473
Overdraft facility (Secured) 2 409 2 409 -
Total interest bearing liabilities 354 347 354 543 309 935

MATURITY PROFILE TO FINANCIAL LIABILITIES AT 31 DECEMBER 2021

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

USD '000
Maturity profile financial liabilities at 31 Dec 2021
< 1 year 1-3 years 3-5 years > 5 years Total
Mortgage debt (incl. interest) 33 815 129 950 178 242 - 342 007
Bond loan (incl. interest) 4 757 9 515 77 110 - 91 382
Total 38 572 139 465 255 352 - 433 389

COVENANTS

As per 31 December 2021, the Group is in compliance with all financial covenants. On Group level financial covenants relate to minimum equity (USD 125 million), equity ratio (30%), and cash (USD 15 million). Financial covenants on KCC Shipowning AS level relate to minimum cash (the higher of USD 10 million and 5 % of net interest-bearing debt) and net interest-bearing debt to EBITDA (NIBD/EBITDA) of max 7x. The NIBD/EBITDA ratio can be higher than 7x for one reporting period (measured semi-annually) provided that the NIBD/EBITDA was below 7x in the prior reporting period. In addition, all secured loans contain minimum value clauses related to the value of the vessel compared to outstanding loan and a change of control clause. In case of KCC Shipowning AS a change of control event occurs if it ceases to be owned, directly or indirectly, 100% (in issued shares and voting rights) by KCC and in case of KCC, if it ceases to be owned, directly or indirectly, 33.1/3% (in issued shares and voting rights) by Trond Harald Klaveness and/or his direct lineal descendants or if any other person or group of persons acting in concert, other than Trond Harald Klaveness and/or his direct lineal descendants, directly or indirectly, gain control of 33.1/3% or more of the shares and/or voting rights in KCC.

Financial assets
USD '000 31 Dec 2021 31 Dec 2020
Financial instruments at fair value through OCI
Cross-currency interest rate swap 2 556 2 917
Interest rate swap 1 421 356
Forward freight agreements 660 -
Fuel Hedge 18 87
Financial instruments at fair value through P&L
Interest rate swaps 71 154
Financial assets 4 727 3 515
Current 678 87
Non-current 4 048 3 427
Financial liabilities
USD '000 31 Dec 2021 31 Dec 2020
Financial instruments at fair value through OCI
Interest rate swaps 1 973 5 409
Cross-currency interest rate swap (CCIRS) 43 -
Forward freight agreements - 757
Financial instruments at fair value through P&L
Interest rate swaps - -
Financial liabilities 2 017 6 166
Current - 757
Non-current 2 017 5 409

Finance income 29 161 74 529
Gain on foreign exchange - 107 - 131
Other interest income 29 54 74 398
Finance income Q4 2021 Q4 2020 2021 2020
USD '000
USD '000
Finance cost Q4 2021 Q4 2020 2021 2020
Interest expenses mortgage debt 2 430 1 921 9 477 7 729
Interest expenses bond loan 1 126 1 246 4 371 4 062
Interest expenses lease liabilities 49 27 103 94
Amortization capitalized fees on loans 257 207 882 693
Other financial expenses 104 176 224 906
Fair value changes in FFA - - - 21
Fair value changes interest rate swaps 3 86 82 687
Loss on foreign exchange 734 - 726 126
Finance cost 4 703 3 664 15 868 14 317

07 Share capital, shareholders, dividends and reserves

A capital increase of USD 25 million was completed on 4 November 2021 through a private placement to fund energy efficiency initiatives for the existing fleet. The Board approved the allocation of 4 345 000 shares in the Privat Placement at a price of NOK 49.00 per share.

Dividends of USD 2.2 million were paid to the shareholders in November 2021 (USD 0.045 per share). Dividends of in total USD 7.2 million were paid to the shareholders in 2021 (in average USD 0.15 per share).

Date Shares Notional (NOK) Share capital (NOK)
Shares and sharecapital at 31 December 2019 48 027 000 48 027 000
Shares and sharecapital at 31 December 2020 48 027 000 48 027 000
Shares issued 04 November 2021 4 345 000 1 4 345 000
Shares and sharecapital at 31 December 2021 52 372 000 52 372 000

All shares have equal voting rights and equal rights to dividends. The ordinary shares are listed on Oslo Stock Exchange.

Basic earnings per Share (EPS) in Income Statement is calculated based on the weighted average number of ordinary shares for the period, whereas diluted earnings per Share (EPS) is based on all outstanding shares including dilutive shares if all convertible shares were excercised.

In an Extraordinary General Meeting held on 24 September 2018, the Company issued 229,088 non-transferable warrants, each of which entitle the holder to subscribe one new share of the Company at a subscription price of NOK 44.38 per share.

The warrants for each subscriber may be exercised with one third from such time as when the Company's shares on a volume-weighted basis have traded at a price equal to minimum NOK 55.48 per share for ten consecutive trading days with an aggregate trading volume over such ten days of a minimum of USD 1 million. Another third may be exercised when there has been such trading at a price equal to a minimum of NOK 66.57 per share, and the last third when there has been such trading at a price equal to a minimum of NOK 77.67 per share. The warrants must be exercised no later than 24 September 2023. The exercise price and the threshold trading prices which trigger the right to exercise warrants shall be adjusted for paid dividends or other distributions to the shareholders.

Holder No. of warrants Subscription price
(NOK)
Exercise Levels (NOK)* Expiry
Klaveness Ship Holding AS 159,377 44.38 55.48/66.57/77.67 September 2023
EGD Shipholding AS 55,691 44.38 55.48/66.57/77.67 September 2023
Hundred Roses Corporation Inc 14,020 44.38 55.48/66.57/77.67 September 2023
Total 229,088

* Not adjusted for dividends

08 Transactions with related parties

USD'000
Type of services/transactions
Provider* Receiver* Price method Q4 2021 Q4 2020 2021 2020
Pool Participation BAU KCCC Standard pool agrement 2 380* - 3 735* -
Dry Bulk KAS KCCC 1.25 % of transaction value (173) (1) (255) (199)
Total net revenues from related parties 2 207 (1) 3 480 (199)

Relets of dry bulk cargoes between KCC Chartering AS and AS Klaveness Chartering (related party in the Torvald Klaveness Group) are made at spot pricing without any compensation either way.

* Hire from BAU to KCCC less pool fee from KCCC to BAU.

USD'000
Type of services/transactions Provider* Receiver* Price method Q4 2021 Q4 2020 2021 2020
Business adm. services KAS KCC, on be
half of KCC
companies
Cost + 5% or overhead per
employee
338 413 1 457 1 754
Business adm. services KA Ltd KCCA Ltd Cost + 5% 53 - 119 -
Commercial mngmt KSM, KAS KCCC Cost + 7.5% 186 626 1 203 1 588
FFA trading KAS KCCC 0.1 % of transaction value 49 16 49 16
Project management KSM, KAS KCCS, KCC Cost + 7.5 % 314 110 881 180
Total group commercial and administrative services 939 1 164 3 709 3 538

As of 1 June 2021, employment of four key employees in Singapore were transferred from Klaveness Asia Pte. Ltd to the newly established company, Klaveness Combination Carriers Asia Pte Ltd, 100 % owned by KCC ASA (parent company). Prior to the transfer, the servicesof these employees were purchased through Klaveness AS.

All bunkers purchase is done through AS Klaveness Chartering (KC), a related party in the Torvald Klaveness Group, which holds the bunker contracts with the suppliers. The bunker purchase process has been centralized to enhance negotiating and purchasing power towards the suppliers. No profit margin is added to the transactions, but a service fee is charged on a cost-plus basis reflecting the time spent by the bunkering team and charged as part of the Business administration services from Klaveness AS.

USD'000
Type of services/transactions Provider Receiver Price method Q4 2021 Q4 2020 2021 2020
Technical mngmnt fee (opex) KSM KCCS Fixed fee per vessel 1 011 842 3 979 3 100
Crewing and IT fee (opex) KSM KCCS Fixed fee per vessel 400 292 1 550 809
Supervision fee (newbuilding) KSM, KAS KCCS Partly cost and partly cost +
7.5 %
- 499 1 333 1 279
Board member fee
(administrative expenses)
KAS KCC Fixed fee as per annual gene
ral meeting
23 23 94 181
Sales support, sale of vessel(gain on sale
of vessels)
KAS KCCS Cost for time used + 7.5 % 31 - 31 -
Technical mngmnt fee for termination of
agreement (gain on sale of vessels)
KSM KCCS 3 months termination period 44 - 44 -
Total other services/ transactions 1 509 1 656 7 031 5 369

KCC Chartering AS sold 105 days P4TC FFAs OTC for November and December 2021 to Baumarine AS, and 180 days P4TC for Q3 and Q4 2022 to AS Klaveness Chartering, related parties in the Torvald Klaveness Group, at screen market pricing. Credit premium has not been included as the companies have the same rating. Market value of portfolio with AS Klaveness Chartering was USD 660k as per 31 December 2021 presented as financial assets in Statement of Financial Position.

*Klaveness AS (KAS), Klaveness Ship Management AS (KSM), Klaveness Asia Pte.Ltd (KA Ltd), Klaveness Combination Carrier ASA (KCC), KCC Shipowning AS (KCCS), KCC Chartering AS (KCCC), Klaveness Combination Carriers Asia Pte.Ltd (KCCA Ltd), Baumarine AS (BAU)

09 Events after the balance sheet date

On 17 February 2022, the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 5.2 million for Q4 (USD 0.1 per share).

There are no events after the balance sheet date that have material effect on the Financial Statement as of 31 December 2021.

Appendix 1 Reconciliation of alternative performance measures

Non-GAAP financial alternative performance measures (APM) that are used are consistent with those used in the previous quarterly reports. Description and definitions of such measures can be found on the Company's homepage: https://www.combinationcarriers.com/alternativeperformance-measures

Reconciliation of EBITDA adjusted and EBIT adjusted
USD'000 Q4 2021 Q4 2020 2021 2020
EBITDA 26 998 10 323 67 064 48 125
Gain on sale of vessels (note 4) (6 360) - (6 360) -
Other income (note 3) (1 422) - (1 422) -
Start-up costs CLEANBU vessels 250 630 2 500 1 391
EBITDA adjusted 19 466 10 953 61 782 49 517
EBIT 19 792 4 701 38 398 28 971
Gain on sale of vessels (note 4) (6 360) - (6 360) -
Other income (note 3) (1 422) - (1 422) -
Start-up costs CLEANBU vessels 250 630 2 500 1 391
EBIT adjusted 12 260 5 331 33 116 30 362
Reconciliation of average revenue per onhire day (TCE earnings)
USD'000 Q4 2021 Q4 2020 2021 2020
Net revenues from operations of vessels 34 556 22 871 123 650 91 139
Other revenue (note 3)
Adjustment (note 2)
-
(478)
-
(99)
(482)
390
(134)
(746)
Net revenue ex adjustment 34 078 22 772 115 776 90 259
Onhire days 1 443 1 162 5 523 4 300
Average revenue per onhire day (\$/d) (TCE earnings) 23 617 19 597 20 961 20 990
Reconciliation of opex per day
USD'000 Q4 2021 Q4 2020 2021 2020
Operating expenses, vessels 13 327 10 693 49 221 37 193
Leasing cost (presented as depreciation) 149 125 582 453
Start-up costs CLEANBU vessels (250) (630) (2 500) (1 391)
Operating expenses, vessels adjusted 13 226 10 189 47 304 36 255
Operating days 1 542 1 275 5 934 4 620
Opex per day (\$/d) 8 577 7 991 7 960 7 848
Reconciliation of total assets to capital employed and return on capital
employed (ROCE) calculation
USD'000 Q4 2021 Q4 2020 2021 2020
Total assets 629 931 549 043 629 931 549 043
Total liabilities 375 514 332 510 375 514 332 510
Total equity 254 418 216 532 254 418 216 532
Total interest-bearing debt 354 543 309 934 354 543 309 934
Capital employed 608 961 526 466 608 961 526 466
EBIT adjusted annualised 49 040 21 323 33 116 30 362
ROCE adjusted 8 % 4 % 5 % 6 %
Reconciliation of equity ratio
USD'000 Q4 2021 Q4 2020 2021 2020
Total assets 629 931 549 043 629 931 549 043
Total equity 254 417 216 532 254 417 216 532
Equity ratio 40 % 39 % 40 % 39 %
Reconciliation of total interest-bearing debt
USD'000 Q4 2021 Q4 2020 2021 2020
Mortgage debt 249 993 206 813 249 993 206 813
Long-term bond loan 78 205 80 649 78 205 80 649
Short-term mortgage debt 23 936 22 473 23 936 22 473
Other interest bearing liabilities 2 409 - 2 409 -
Total interest-bearing debt 254 543 309 934 254 543 309 934

RESPONSIBILITY STATEMENT BY THE BOARD AND CEO

The Board and CEO have reviewed and approved the condensed financial statements for the period 1January to 31 December 2021. To the best of our knowledge, we confirm that:

  • The condensed financial statements for the period 1 January to 31 December 2021 have been prepared in accordance with IAS 34 Interim Financial Statements.
  • The information presented in the condensed financial statements gives a true and fair view of the company's assets, liabilities, financial position and profit.
  • The management report includes a fair review of important events that have occurred during the period and their impact on the consolidated financial statements and a description of the principal risks and uncertainties for the period.
  • The information presented in the condensed interim financial statements gives a true and fair view on related-party transactions.

Oslo, 17 February 2022

The Board of Directors of

Klaveness Combination Carriers ASA

Lasse Kristoffersen Chair of the Board

Magne Øvreås Board member Morten Skedsmo Board member

Winifred Patricia Johansen Board member

Rebekka Glasser Herlofsen Board member

Engebret Dahm CEO

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