Earnings Release • Oct 31, 2023
Earnings Release
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"KCC continued its strong value creation through seasonally weaker markets in Q3, a testament to our resilient business model. Looking to the fourth quarter, we anticipate an uptick in earnings and profitability driven by stronger product tanker and dry bulk markets and strong trading and operational efficiency."
- Engebret Dahm, CEO Klaveness Combination Carriers ASA
1 Average TCE earnings \$/day and return on equity (ROE) are alternative performance measures (APMs) which are defined and reconciled in the excel sheet "APM3Q2023" published on the Company's homepage (www.combinationcarriers.com) Investor Relations/Reports and Presentations under the section for the Q3 2023 report.
| (USD '000) | Q3 2023 | Q2 2023 | Q3 2022 | YTD 2023 | YTD 2022 |
|---|---|---|---|---|---|
| Net revenues from vessel operations | 43 796 | 44 529 | 48787 | 210 437 | 120 237 |
| EBITDA | 27911 | 29 505 | 34 451 | 98 411 | 78818 |
| Profit/(loss) for the period | 16 3 11 | 16 447 | 21989 | 61 007 | 45 5 26 |
| Earnings per share (USD) | 0.27 | 0.30 | 0.42 | 1.09 | 0.87 |
| Total assets | 627 676 | 640 598 | 644 460 | 627 676 | 644 460 |
| Equity | 353 401 | 354 089 | 297 222 | 353 401 | 297 222 |
| Equity ratio 1 | 56% | 55% | 46% | 56% | 46% |
| ROCE annualised 1 | 13% | 14% | 17% | 16% | 12% |
| ROE annualised 1 | 18% | 19% | 30% | 23% | 20% |
| Q3 2023 | Q2 2023 | Q3 2022 | YTD 2023 | YTD 2022 | |
| Average TCE \$/day 1 | 32 214 | 31 955 | 35 915 | 34 3 5 3 | 29 153 |
| OPEX $\frac{1}{2}$ /day 1 | 8961 | 8664 | 8 1 4 4 | 8 5 1 0 | 8 0 1 9 |
| On-hire days | 1 3 6 0 | 1 3 9 4 | 1 3 4 9 | 4 1 8 3 | 4 1 0 1 |
| Off-hire days, scheduled | 108 | 59 | 85 | 168 | 146 |
| Off-hire days, unscheduled | 4 | 3 | 38 | 17 | 121 |
| % of days in combination trades 2 | 89% | 86% | 89% | 85% | 82% |
| Utilisation $3$ | 92% | 93% | 89% | 94% | 91% |
Net profit after tax for the third quarter ended at USD 16.3 million compared to USD 16.4 million in Q2 2023 and USD 22.0 million in Q3 2022. EBITDA for the period ended at USD 27.9 million, a 5% decrease Q-o-Q driven by weaker CLEANBU TCE earnings, less on-hire days and higher operating expenses, partly offset by higher CABU TCE earnings.
Operating expenses were up USD 0.6 million/5% Q-o-Q mainly due to provisions made for potential losses related to yard claims. Administrative expenses were up USD 0.3 million/12% Q-o-Q mainly due to reclassification of salary expenses. Net finance cost decreased by USD 1.4 million (- 28%) Q-o-Q mainly due to net lower interest cost and lower amortization compared to previous quarter. Net Profit and Loss effect of the bond refinancing was limited.
Cash and cash equivalents ended at USD 64.2 million by the end of Q3 2023, a decrease of USD 19.6 million during the quarter. The decrease was mainly driven by the part refinancing of the Company's bond debt with a cash outflow of USD 9.4 million, newbuilding installment of USD 17.5 million, drydocking and upgrading of vessels of USD 4.1 million, debt service of USD 12.1 million and dividend distribution of USD 15.1 million partly offset by a strong EBITDA of USD 27.9 million and positive working capital changes of USD 8.3 million.
Total equity ended at USD 353.4 million, a decrease of USD 0.7 million from end of Q2 2023 driven by dividend payments of USD 15.1 million and other comprehensive income of negative USD 2.4 million offset by profit of USD 16.3 million and exercise of warrants of USD 0.5 million. The equity ratio ended at 56.3% per end Q3 2023, up from 55.3% per end of Q2 2023.
Interest-bearing debt ended at USD 250.1 million by the end of the quarter, down USD 7.4 million from end of Q2 2023 mainly due to ordinary debt repayments. The Group had per end of Q3 2023 USD 113.0 million available and undrawn under long-term revolving credit facilities and USD 15.0 million available and undrawn under a 364-days overdraft facility, the latter falling due in December 2023.
In Q3, KCC completed a new senior unsecured Sustainability-linked bond issue (KCC05) of NOK 500 million with maturity date 5 September 2028. The bond carries a coupon of 3 months NIBOR + 365 bps and the final repayment amount is linked to KCC's emission performance. The Sustainability-linked Financing Framework can be found on the Company's website. In conjunction with the KCC05 issue, KCC repurchased NOK 508.5 million of the KCC04 bond issue falling due in February 2025.
On 30 October 2023, the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 0.25 per share for third quarter 2023, in total approximately USD 15.1 million.
1 Alternative performance measures (APMs) are defined and reconciled in the excel sheet "APM3Q2023" published on the Company's homepage (www.combinationcarriers.com) Investor Relations/Reports and Presentations under the section for the Q3 2023 report.
2 % 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 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. 3 Utilization = (Operating days less waiting time less off-hire days)/operating days.
| (USD'000) | Q3 2023 | Q2 2023 | Q3 2022 | YTD 2023 | YTD 2022 |
|---|---|---|---|---|---|
| Average TCE \$/day 1 | 37 134 | 34 502 | 26 132 | 34 291 | 27 143 |
| OPEX $\frac{1}{2}$ /day 1 | 7963 | 7 1 4 0 | 7 2 2 7 | 7413 | 7455 |
| On-hire days | 632 | 687 | 649 | 2032 | 2027 |
| Off-hire days, scheduled | 100 | 41 | 49 | 140 | 59 |
| Off-hire days, unscheduled | 4 | 38 | 12 | 99 | |
| % of days in combination trades 2 | 94% | 85% | 91% | 91% | 78% |
| Ballast days in % of total on-hire days 4 | 10% | 16% | 9% | 12% | 10% |
| Utilisation $3$ | 86% | 92% | 87% | 93% | 90% |
Average TCE earnings per on-hire day for the CABU vessels for Q3 2023 ended at \$37,134/day, an increase of approximately \$2,600/day from Q2 2023 and approximately \$11,000/day from Q3 2022. The Q-o-Q change mainly driven by stronger caustic soda cargo earnings, higher caustic soda contract volumes and hence better trading efficiency. Share of days in combination trades increased from 85% in Q2 2023 to 94% in Q3 2023 and days in ballast decreased from 16% to 10% in Q3. TCE earnings for the CABU fleet were 1.5 times higher than the spot market for standard MR5 tankers in the third quarter.
Average operating costs of \$7,963/day for the third quarter were up approximately \$800/day from the previous quarter and up approximately \$700/day compared to Q3 2022 mainly due to timing effects of procurement and crewing. The CABU fleet had four unscheduled off-hire days in Q3 2023. Two CABU vessel completed periodic drydock in Q3 with in total 100 off-hire days, higher than expected due to delays in the completion of the drydocking of MV Ballard. This drydocking included installation of several energy efficiency measures including pilot retrofit installation of shaft generator and air lubrication systems.
| (USD '000) | Q3 2023 | Q2 2023 | Q3 2022 | YTD 2023 | YTD 2022 |
|---|---|---|---|---|---|
| Average TCE $\frac{2}{3}$ /day 1 | 27938 | 29 4 8 2 | 44 990 | 34 4 12 | 31 117 |
| OPEX $\frac{2}{3}$ /day 1 | 9959 | 10 189 | 9061 | 9606 | 8 5 8 3 |
| On-hire days | 727 | 707 | 700 | 2 1 5 2 | 2075 |
| Off-hire days, scheduled | 9 | 19 | 36 | 27 | 87 |
| Off-hire days, unscheduled | 0 | 3 | $\mathbf{1}$ | 6 | 22 |
| % of days in combination trades 2 | 84% | 86% | 88% | 79% | 86% |
| Ballast days in % of total on-hire days 4 | 17% | 19% | 16% | 18% | 13% |
| Utilisation $3$ | 99% | 94% | 92% | 99% | 92% |
CLEANBU TCE earnings per on-hire day ended at \$27,938/day, a decrease of approximately \$1,500/day from last quarter and a decrease of approximately \$17,000/from a record-strong Q3 2022. The decrease from last quarter reflects both seasonally weaker product tanker and dry bulk markets, despite a higher capacity in tanker trades, up from 57% in Q2 2023 to 76% in Q3 2023. % of days in combination trades ended at 84%, quite in line with Q2 2023 (86%), while ballast days ended at 17%, down from 19% in Q2 2023. Average TCE earnings for the CLEANBU vessels were in line with the spot market for standard LR1 5 tanker vessels in the second quarter (1.0 multiple).
Average operating costs for the CLEANBU vessels ended at \$9,959/day, quite in line with previous quarter and up approximately \$900/day compared to the same quarter last year. Q3 2023 was impacted by provisions made for potential losses related to yard claims. The CLEANBU fleet had nine scheduled off-hire days in Q3 related to the cancellation of one drydocking. One CLEANBU is scheduled to start its periodic drydock in Q4 and will retrofit a shaft generator and an air lubrication system with 75 off-hire days expected in Q4 2023 and Q1 2024 in total.
1 Alternative performance measures (APMs) are defined and reconciled in the excel sheet "APM3Q2023" published on the Company's homepage (www.combinationcarriers.com) Investor Relations/Reports and Presentations under the section for the Q3 2023 report.
2 % of days in combination trades = see definition on page 2
3 Utilization = (Operating days less waiting time less off-hire days)/operating days
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 Clarksons, MR (CABU) and LR1 (CLEANBU) tanker multiple calculated based on assumption of one-month advance cargo fixing/«lag»
| Average Market Rates with One Month Lag | Q3 2023 | Q2 2023 | Q3 2022 | YTD 2023 | YTD 2022 |
|---|---|---|---|---|---|
| P5TC dry bulk earning \$/day | 10 400 | 13 900 | 19 700 | 12 000 | 23 200 |
| Average MR Clean tanker earnings \$/day | 23 700 | 30.500 | 38.900 | 31 500 | 24 500 |
| Average LR1 tanker earning \$/day | 28 800 | 40 200 | 40 700 | 39 500 | 27 600 |
| Fuel price USD/mt | 600 | 590 | 960 | 610 | 750 |
The average Panamax dry bulk earnings decreased from \$13,900/day in Q2 2023 to \$10,400/day in Q3 2023 (one month lagged average).
Within the quarter, average earnings bottomed out at around \$8,000/day in early July before ending at \$13,700/day in late August. The increase from early July can be attributed to a combination of high East Coast South America grain export and increasing coal loadings in the Pacific combined with effective fleet growth bottoming out.
The year-on-year nominal fleet growth at the end of Q3 2023 for the total dry bulk fleet was at ~3.0%, however lower congestion led to a higher effective fleet growth of 6.5% according to Klaveness Research. Effective fleet growth is now in a decreasing trajectory and is as of early October at 5.6% on a year-over-year basis. Moving forward, effective fleet growth is expected to be more in line with the nominal fleet growth, which is forecasted to be at historical low levels for 2024 and 2025 at less than 2% per annum.
Klaveness Research expects demand growth to exceed this historical low supply and thus expects dry bulk average earnings to trend higher.
The product tanker market weakened considerably during the summer-months, a seasonally weak period of the year. Average spot earnings, however, kept up at historically strong levels with LR1 tankers earning at approximately \$28,800/day and MR tankers at approximately \$23,700/day in Q3 2023. Demand for product tankers was supported by
high refinery utilization and favorable refinery margins driving seaborn trade during the summer. Inventory draw of distillates in both the US and Europe had negative demand effect reducing further the already historically low global product stocks.
Seaborne products trade is projected to continue to grow strongly with Clarksons Research estimating tonne-mile trade growth of 12% in 2023 and 7% in 2024 outpacing supply growth estimated to around 2% in 2023 and 1% in 2024.
Dynamics in the global caustic soda market have changed over the summer. Increased domestic Chinese demand has reduced Chinese caustic soda exports, driven caustic soda prices higher and led to tight market across Northeast Asia. In the US, lower offtake from major consuming sectors and rising inventories have led US producers to substantially cut export prices, being around 50% lower in September than this spring. US producers are expected to increase overseas export volumes including some cargoes to Australia and Asia in the coming months.
Brent crude oil prices strengthened from USD 74 per barrel end of June to USD 93 at the end of September impacted partly by Saudi and Russian production cuts. Average fuel oil price (VLSFO) ended at USD 600/mt (one month lagged), a small increase of 2% Q-o-Q.
1 Source: Shipping Intelligence Network and Clarkson's Securities; Average LR1 tanker earnings are MEG-Cont and MED-Japan triangulation; All series lagged by one month to reflect advance cargo fixing)
2 EIA Short-term energy outlook October 2023 3 Source: Clarksons Research October 2023
| Health and safety KPIs | Q3 2023 | Q2 2023 | Q3 2022 | YTD 2023 | YTD 2022 | TARGET |
|---|---|---|---|---|---|---|
| Lost Time Injury Frequency (LTIF) 1 | $0.0\,$ | 0.0 | 0.0 1 | 0.4 | < 0.5 | |
| High-risk potential accidents | 0 | |||||
| # of spills to the environment |
KCC reports zero LTIF and no spills to the environment for Q3 2023 in line with set targets. During the quarter, the fleet experienced two incidents without injury which the ship manager categorized as having high-risk potential. The
high-risk potential KPI is tracked with the purpose of putting focus on and learning from the potential incident to improve safety. Both the high-risk potential incidents in Q3 are being investigated and preventive actions will be implemented.
| Environmental KPIs | Q3 2023 | Q2 2023 | Benchmark Q 3 |
Last 12 months |
2022 | TARGET 2026 |
|---|---|---|---|---|---|---|
| CO2-emissions per ton transported cargo per nautical mile (EEOI) (grams CO2/(tons cargo x nautical miles $)$ 2,6 |
6.4 | 6.3 | 9.2 | 6.5 | 6.9 | 5.3 |
| Average CO2 emission per vessel per year (metric tons CO2/vessel-year) 3 |
19,800 | 18,700 | n.a. | 19,000 | 17,900 | 16,900 |
| % of days in combination trades 4 | 89% | 86% | n.a. | 86% | 83% | 86% |
| Ballast days in % of total on-hire days 5 | 14% | 17% | 31% | 14% | 12% | 10% |
The carbon intensity (EEOI) of the KCC fleet increased slightly from 6.3 grams CO2 per tonne-mile in Q2 2023 to 6.4 in Q3 2023. The main drivers were a decrease in time sailing in ballast condition as well as substantially increased laden distance sailed compared to last quarter, offset by lower average cargo weight. KCC as well experienced a small positive development in the technical performance, while speed was quite flattish Q-o-Q. The EEOI continues to be negatively impacted by MV Bass which is on a 2-year time charter operating as a pure product tanker with a 14 % higher EEOI than average of the rest of the CLEANBU fleet for the quarter.
CO2 emissions per vessel-year increased by 6% Q-o-Q, driven by the increased amount of fuel consumed mainly due to longer distances sailed in laden condition as well as less time spent in port.
1 LTIF per 1 million working hour. Lost Time Injuries (LTIs) are the sum of fatalities, permanent total disabilities, permanent partial disabilities and lost workday cases (injuries leading to loss of productive work time). In line with OCIMF (Oil Companies International Marine Forum)
4 % of days in combination trades = see definition on page 2.
5 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.
6 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
2 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).
3 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.
The outlook for the product tanker market in Q4 2023 and 2024 remains strong. A shift to longer haul trades following the European ban on Russian imports, rising oil demand and new refinery capacity east of Suez all support tonne-mile trade growth prospects.
The supply/demand balance in the dry bulk market is likely to improve in Q4 2023 and through 2024 based on expected lower effective fleet growth and continued positive overall demand growth. However, expectations remain more uncertain due to the relatively weak Chinese economic growth outlook.
The high fixed-rate caustic soda contract coverage as well as the stronger dry bulk spot earnings are expected to deliver Q4 2023 CABU earnings in line with the strong performance over the recent two quarters. Based on 68% of the CABU days fixed and forward freight pricing (FFA) for open days, the CABU TCE earnings guiding for Q4 2023 is \$34,500- 35,500/day.
The annual caustic soda contract renewal discussions are on course, and contracts covering most of the CABU fleet's tanker capacity for 2024 are likely to be booked over the next two months. The market backdrop for these discussions is positive and fixed-rate contract earnings are likely to remain strong for 2024, albeit somewhat lower than in 2023. A higher share of the caustic soda contracts will have indexlinked freight, from around 30% in 2023 to expected 55-60% in 2024, positive in view of the expectations for the product tanker market for 2024.
A substantially stronger product tanker market supported by improved dry bulk earnings are expected to deliver stronger CLEANBU earnings in Q4 2023 than in the two previous quarters. Based on current fixed days equal to 64% of fleet capacity and forward freight pricing (FFA) for the open days, TCE earnings for the CLEANBU fleet in Q4 2023 are expected to end at \$32,000-34,000/day.
The CLEANBU fleet is expected to maintain its efficient trading in dry-wet combination trades over the coming quarters. The vessels will mainly be employed on indexlinked contracts and on spot voyages, and hence are expected to benefit from a likely strong product tanker market and a likely gradually improving dry bulk market through 2024. One CLEANBU vessel is employed on time charter fixed at strong levels in early 2023 until February 2025. With high spot market exposure, KCC is focused on further improving the strength and resilience of the CLEANBU business. An expected expansion of the CLEANBUs' customer base will further improve freight pricing, trade flexibility and operational efficiency going forward.
Oslo, 30 October 2023 The Board of Directors of Klaveness Combination Carriers ASA Ernst Meyer Chair of the Board Gøran Andreassen Board member Magne Øvreås Board member Engebret Dahm CEO Brita Eilertsen Board member Winifred Patricia Johansen Board member
1 Source: Klaveness and Baltic Exchange as of October 2023. KMAX dry bulk vessel = P5TC, MR tanker = TC7 TCE, LR1 tanker = TC5 TCE, VLSFO = VSLFO Singapore. Forward TC5/TC7 TCE based on TC5/TC7 FFA assessment and forward VLSFO price.
7
| Unaudited | Unaudited | Audited | ||||
|---|---|---|---|---|---|---|
| USD '000 | Notes | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | 2022 |
| Freight revenue | 3 | 57 794 | 66 665 | 190 586 | 146 642 | 205 769 |
| Charter hire revenue | 3 | 7437 | 9569 | 19851 | 40 534 | 54 509 |
| Other revenue | 3 | 332 | 672 | 396 | ||
| Total revenue, vessels | 65 230 | 76 566 | 210 437 | 187847 | 260 674 | |
| Voyage expenses | (21434) | (27 778) | (66724) | (67611) | (96054) | |
| Net revenues from operation of vessels | 43 796 | 48787 | 143 714 | 120 237 | 164 620 | |
| Operating expenses, vessels | (13 190) | (11988) | (37171) | (35026) | (48575) | |
| Group commercial and administrative services | 10 | (1233) | (1165) | (3578) | (2966) | (4203) |
| Salaries and social expenses | (1010) | (937) | (2923) | (2526) | (3458) | |
| Tonnage tax | (44) | (34) | (125) | (126) | (188) | |
| Other operating and administrative expenses | (407) | (212) | (1507) | (775) | (1242) | |
| Operating profit before depreciation (EBITDA) | 27912 | 34 451 | 98 411 | 78 818 | 106 955 | |
| Depreciation | 4 | (7929) | (8007) | (24387) | (22 238) | (31344) |
| Operating profit after depreciation (EBIT) | 19 983 | 26 444 | 74 024 | 56 579 | 75 611 | |
| Finance income | 7 | 4940 | 612 | 8741 | 2077 | 3 5 1 6 |
| Finance costs | 7 | (8612) | (5067) | (21757) | (13 130) | (18 257) |
| Profit before tax (EBT) | 16 311 | 21 989 | 61 007 | 45 5 26 | 60 869 | |
| Income tax expenses | ||||||
| Profit after tax | 16 311 | 21989 | 61 007 | 45 5 26 | 60 869 | |
| Attributable to: | ||||||
| Equity holders of the Parent Company | 16 3 11 | 21989 | 61 007 | 45 5 26 | 60869 | |
| Total | 16 311 | 21989 | 61 007 | 45 5 26 | 60 869 | |
| Earnings per Share (EPS): | ||||||
| Basic earnings per share | 0.27 | 0.42 | 1.09 | 0.87 | 1.16 | |
| Diluted earnings per share | 0.27 | 0.42 | 1.09 | 0.86 | 1.16 |
| Unaudited | Unaudited | Audited | |||
|---|---|---|---|---|---|
| USD '000 | Q3 2023 | Q3 2022 | YTD 2023 YTD 2022 | 2022 | |
| Profit/ (loss) of the period | 16 311 | 21989 | 61 007 | 45 5 26 | 60 869 |
| Other comprehensive income to be reclassified to profit or loss | |||||
| Net movement fair value on cross-currency interest rate swaps (CCIRS) | (9042) | (5114) | (3126) | (10796) | (3707) |
| Reclassification to profit and loss (CCIRS) | 5737 | 6096 | (1007) | 14 4 7 6 | 8 5 5 9 |
| Net movement fair value on interest rate swaps | 408 | 3679 | 184 | 11 907 | 11 663 |
| Net movement fair value bunker hedge | 413 | (413) | 433 | (10) | (231) |
| Net movement fair value FFA futures | 43 | 2 5 1 1 | 176 | 7900 | 8 2 4 0 |
| Net change on cost of hedging FFA option | $\overline{\phantom{0}}$ | 59 | $\overline{\phantom{a}}$ | 313 | |
| Net change on intial value of FFA option | - | 153 | $\overline{\phantom{a}}$ | 168 | 123 |
| Net other comprehensive income to be reclassified to profit or loss | (2441) | 6971 | (3340) | 23 958 | 24 647 |
| Total comprehensive income/(loss) for the period, net of tax | 13871 | 28 960 | 57 667 | 69 4 84 | 85 515 |
| Attributable to: | |||||
| Equity holders of the Parent Company | 13871 | 28 960 | 57 667 | 69 4 84 | 85 515 |
| Total | 13871 | 28 960 | 57 667 | 69 4 84 | 85 515 |
| ASSETS | Unaudited | Audited | |
|---|---|---|---|
| USD '000 | Notes | 30 Sep 2023 | 31 Dec 2022 |
| Non-current assets | |||
| Vessels | 4 | 503 162 | 516 072 |
| Newbuilding contracts | 5 | 17481 | |
| Long-term financial assets | 6 | 6 3 4 6 | 7762 |
| Long-term receivables | 105 | 70 | |
| Total non-current assets | 527 093 | 523 905 | |
| Current assets | 1582 | ||
| Short-term financial assets | 6 | 4923 | |
| Inventories | 11 7 5 7 | 18898 | |
| Trade receivables and other current assets | 22 768 | 30 061 | |
| Short-term receivables from related parties | 280 | 202 | |
| Cash and cash equivalents | 6 | 64 194 | 64 918 |
| Total current assets | 100 583 | 119 002 | |
| TOTAL ASSETS | 627 676 | 642 906 | |
| EQUITY AND LIABILITIES | Unaudited | Audited | |
| USD '000 | Notes | 30 Sep 2023 | 31 Dec 2022 |
| Equity | |||
| Share capital | 6977 | 6 2 3 5 | |
| Share premium | 202 852 | 153 732 | |
| Other reserves | 13 200 | 16 491 | |
| Retained earnings | 8 | 130 372 | 121 087 |
| Total equity | 353 401 | 297 545 | |
| Non-current liabilities | |||
| Mortgage debt | 6 | 160 979 | 156 534 |
| Long-term financial liabilities | 6 | 2 2 0 1 | 2 4 6 6 |
| Long-term bond loan | 6 | 63 905 | 69 975 |
| Total non-current liabilities | 227 085 | 228 975 | |
| Current liabilities | |||
| Short-term mortgage debt | 6 | 25 199 | 92 769 |
| Other interest bearing liabilities | 6 | 233 | |
| Short-term financial liabilities | 6 | 19 | 249 |
| Trade and other payables | 21 083 | 22 250 | |
| Short-term debt to related parties | 769 | 693 | |
| Tax liabilities | 119 | 193 | |
| Total current liabilities | 47 189 | 116 387 | |
| TOTAL EQUITY AND LIABILITIES | 627 676 | 642 906 |
The Board of Directors of
Oslo, 30 October 2023
Ernst Meyer
Gøran Andreassen
Magne Øvreås
Chair of the Board
Board member
Board member
Winifred Patricia Johansen
Brita Eilertsen
Engebret Dahm
CEO
Board member
Board member
| USD '000 | Share capital |
Other paid in capital |
Treasury Shares |
Hedging reserve |
Cost of hedging reserve |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|
| Equity 1 January 2023 | 6 2 3 5 | 153 732 | (147) | 17 3 52 | (714) | 121 087 | 297 545 |
| Profit (loss) for the period | ٠ | ٠ | 61 007 | 61 007 | |||
| Other comprehensive income for the period | ۰ | ۰ | $\sim$ | (3 340) | $\overline{\phantom{a}}$ | $\sim$ | (3 340) |
| Private placement May 2023 | 721 | 48 619 | $\overline{\phantom{a}}$ | ۰ | ٠ | 49 340 | |
| Warrants | 21 | 480 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 501 |
| Employee share purchase (note 8) | ٠ | 21 | 50 | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | ۰ | 71 |
| Dividends | ۰ | ٠ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | (51 721) | (51721) | |
| Equity at 30 September 2023 | 6977 | 202 852 | (97) | 14 011 | (714) | 130 372 | 353 401 |
| USD '000 | Share capital |
Other paid in capital |
Treasury Shares |
Hedging reserve |
Cost of hedging reserve |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|
| Equity 1 January 2022 | 6 2 3 5 | 153 732 | (147) | (7 294) | (714) | 102 605 | 254 417 |
| Profit (loss) for the period | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | ۰ | 45 5 26 | 45 5 26 | ||
| Other comprehensive income for the period | $\overline{\phantom{a}}$ | $\qquad \qquad \blacksquare$ | ٠ | 23 645 | 313 | $\overline{\phantom{a}}$ | 23 958 |
| Share option program | ٠ | $\overline{\phantom{a}}$ | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{0}}$ | 29 | 29 |
| Dividends | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | (26 709) | (26 709) |
| Equity at 30 September 2023 | 6 2 3 5 | 153 732 | (147) | 16 3 5 1 | (401) | 121452 | 297 222 |
| USD '000 | Share capital |
Other paid in capital |
Treasury Shares |
Hedging reserve |
Cost of hedging reserve |
Retained earnings |
Total |
|---|---|---|---|---|---|---|---|
| Equity 1 January 2022 | 6 2 3 5 | 153 732 | (147) | (7 294) | (714) | 102 605 | 254 417 |
| Profit (loss) for the period | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{0}}$ | $\overline{\phantom{0}}$ | $\overline{\phantom{0}}$ | 60 869 | 60 869 |
| Other comprehensive income for the period | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | 24 647 | $\overline{\phantom{a}}$ | 24 647 | |
| Share option program | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{0}}$ | ٠ | $\overline{\phantom{0}}$ | 35 | 35 |
| Dividends | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{0}}$ | $\overline{\phantom{0}}$ | $\overline{\phantom{a}}$ | (42 421) | (42 421) |
| Equity at 31 December 2022 | 6 2 3 5 | 153 732 | (147) | 17 352 | (714) | 121 087 | 297 545 |
| Unaudited | Unaudited | Audited | ||||
|---|---|---|---|---|---|---|
| USD '000 | Notes | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | 2022 |
| Profit before tax | 16 3 11 | 21 989 | 61 007 | 45 5 26 | 60 869 | |
| Tonnage tax expensed | 44 | 34 | 125 | 126 | 188 | |
| Depreciation | 4 | 7929 | 8 0 0 7 | 24 3 8 7 | 22 2 38 | 31 344 |
| Amortization of upfront fees bank loans | 319 | 364 | 1486 | 987 | 1352 | |
| Gain related to modification of debt | (1175) | (1175) | ||||
| Financial derivatives loss / gain (-) | 6 | 185 | (81) | 303 | (202) | (232) |
| Gain / loss on foreign exchange | 7 | 187 | 414 | 318 | 740 | 207 |
| Interest income | 7 | (4940) | (532) | (8739) | (1875) | (3 284) |
| Interest expenses | 7 | 7921 | 4 2 8 9 | 19 648 | 11 404 | 16 698 |
| Change in current assets | 7849 | (8914) | 14 3 5 5 | (14306) | (16504) | |
| Change in current liabilities | 972 | (7549) | 720 | 1860 | 4488 | |
| Collateral paid/received on cleared derivatives | 6 | (621) | 2 2 3 8 | 136 | 8 2 8 8 | 8 9 0 1 |
| Interest received | 7 | 2 2 8 7 | 532 | 6086 | 1875 | 3 0 3 0 |
| A: Net cash flow from operating activities | 38 4 43 | 20792 | 119834 | 75 485 | 105 883 | |
| Acquisition of tangible assets | 4 | (4068) | (1968) | (11479) | (7689) | (10238) |
| Installments and other cost on newbuilding contracts | 5 | (17481) | (17481) | |||
| B: Net cash flow from investment activities | (21549) | (1968) | (28960) | (7689) | (10 238) | |
| Paid in registered capital increase | 8 | 49828 | ||||
| Transaction costs on capital increase | $\overline{\phantom{0}}$ | (1093) | ||||
| Paid in long term incentive plan | 8 | 27 | ||||
| Paid in from exercise of warrants | 501 | 501 | ||||
| Transaction costs on issuance of debt | 6 | (714) | $\overline{\phantom{a}}$ | (2303) | (193) | (193) |
| Repayment of mortgage debt | 6 | (6300) | (5984) | (157733) | (17952) | (24049) |
| Drawdown of mortgage debt | 6 | 95 000 | ||||
| Repurchase bond incl premium (KCC04) | (55478) | $\overline{a}$ | (55478) | |||
| Proceeds from new bond issue (KCC05) | 47 112 | ÷ | 47 112 | |||
| Interest paid | 7 | (5618) | (3722) | (19506) | (10716) | (15378) |
| Repayment of lease liabilities | (96) | $\sim$ $-$ | (382) | (382) | ||
| Interest paid leasing | (29) | (66) | (66) | |||
| Termination of interest rate derivatives | 6 | 4 0 0 1 | ||||
| Dividends | (15061) | (12046) | (51721) | (26709) | (42 421) | |
| C: Net cash flow from financing activities | (35 558) | (21878) | (91365) | (56019) | (82489) | |
| Net change in liquidity in the period | (18663) | (3052) | (490) | 11779 | 13 15 6 | |
| Cash and cash equivalents at beginning of period | 82 857 | 66 359 | 64 685 | 51 529 | 51 529 | |
| Cash and cash equivalents at end of period | 64 194 | 63 307 | 64 194 | 63 307 | 64 685 | |
| Net change in cash and cash equivalents in the period | (18663) | (3052) | (491) | 11779 | 13 15 6 | |
| Cash and cash equivalents | 64 194 | 63 307 | 64 194 | 63 307 | 64 918 | |
| Other interest bearing liabilities (overdraft facility) | 233 | |||||
| Cash and cash equivalents (as presented in cash flow statement) | 64 194 | 63 307 | 64 194 | 63 307 | 64 685 |
| 01 Accounting policies | |
|---|---|
| 02 Segment reporting | |
| 03 Revenue from contracts with customers | |
| 04 Vessels | |
| 05 Newbuildings | |
| 06 Financial assets and liabilities | |
| 07 Financial items | |
| 08 Share capital, shareholders and dividends | |
| 09 Salaries | |
| $10$ Transactions with related parties | |
| 11 | Events after the balance sheet date |
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 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 are to provide transportation for dry bulk, chemical and product tanker clients, as well as to develop new investment and acquire opportunities that fit the Group's existing business platform. The Group has eight CABU vessels (see note 4) with capacity to transport caustic soda solution (CSS), floating fertilizer (UAN) and molasses as well as all dry bulk commodities, and three CABU vessels under construction. Further, the Group has eight CLEANBU vessels. The CLEANBUs are both full-fledged LR1 product tankers and Kamsarmax dry bulk vessels.
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 2022, which have been prepared in accordance with IFRS, as adopted by the European Union.
The Group has subsidiaries in various tax jurisdictions, including ordinary and tonnage tax regimes in Norway and ordinary taxation in Singapore. Income from international shipping operations is tax exempt under the Norwegian tax regime, while financing costs are partly deductible. As such, the Group does not incur material tax expenses.
Klaveness Combination Carriers ASA has during 2023 purchased a 100 % owned company, KCC Bass AS, included as a subsidiary in the Group. Purchase price of NOK 80k represented cash in the company with no other business activities at the purchase date.
In March 2023, the CLEANBU vessel, MV Bass was sold from KCC Shipowning AS ("KCCS") to KCC Bass AS (both companies 100 % owned by Klaveness Combination Carriers ASA). The sale was made on arm's length terms based on observable and comparable prices for standard vessels, adjusted for CLEANBU features and based on a discounted cash flow model. KCC Bass AS and KCCS are co-borrowers in the bank debt facility and one of the bank loan tranches was transferred to KCC Bass AS. KCCS also distributed dividends used to capitalize KCC Bass AS. The internal sale transaction and internal restructuring of loans have no effect on consolidated figures.
In April 2023, a new Long Term Incentive Program (LTIP) was approved. The new program consists of two elements: 1) a share purchase program where employees are offered to purchase shares at a discount, and 2) a share option program with a strike price equal to the market price at the time of grant. The equity-settled share-based payments are treated as an increase in equity at fair value. The purchase price is recognized as a capital increase immediately, and the discount is periodized as a wage/equity increase over the vesting period. Employee share options are calculated at fair value at the time they are granted and charged to expense over the vesting period as payroll cost with a corresponding increase in equity. The market value of the employee share options are estimated based on the Black-Scholes-Merton model.
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 2022 except for the adoption of any new accounting standards or amendments with effective date after 1 January 2023. There was no material impact of new accounting standards or amendments adopted in the period.
| segment | Q3 2023 | Q3 2022 | ||||
|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Operating revenue, vessels | 32 692 | 32 539 | 65 230 | 29 202 | 47 032 | 76 234 |
| Voyage expenses | (9 219) | (12 215) | (21434) | (12 236) | (15542) | (27778) |
| Other revenue | 332 | 332 | ||||
| Net operating revenues from operations of vessels | 23 473 | 20 3 23 | 43 796 | 16 965 | 31822 | 48787 |
| Operating expenses, vessels | (5860) | (7330) | (13190) | (5319) | (6669) | (11988) |
| Group administrative services | (548) | (685) | (1233) | (517) | (648) | (1165) |
| Salaries and social expense | (449) | (561) | (1010) | (416) | (521) | (937) |
| Tonnage tax | (25) | (19) | (44) | (17) | (17) | (34) |
| Other operating and adm expenses | (181) | (226) | (407) | (94) | (118) | (212) |
| Operating profit before depreciation (EBITDA) | 16 4 10 | 11 502 | 27 911 | 10 603 | 23 849 | 34 451 |
| Depreciation | (3489) | (4440) | (7929) | (3025) | (4983) | (8007) |
| Operating profit after depreciation (EBIT) | 12 9 21 | 7062 | 19 9 83 | 7578 | 18865 | 26 4 46 |
| (TCE earnings \$/day) | Q3 2023 | Q3 2022 | ||||
|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Net revenues from operations of vessels | 23 4 7 3 | 20 3 23 | 43 796 | 16 965 | 31822 | 48787 |
| Other revenue (note 3) | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | $\overline{\phantom{a}}$ | (332) | (332) | |
| Net revenue ex adjustment | 23 4 73 | 20 3 23 | 43 796 | 16965 | 31 490 | 48 455 |
| On-hire days | 632 | 727 | 1 3 6 0 | 649 | 700 | 1 3 4 9 |
| Average TCE earnings (\$/day) | 37 134 | 27938 | 32 214 | 26 132 | 44 990 | 35 915 |
| Reconciliation of opex \$/day | Q3 2023 | Q3 2022 | ||||
|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Operating expenses, vessels | 5860 | 7 330 | 13 190 | 5 3 1 9 | 6 6 6 9 | 11988 |
| Operating expenses, vessels adjusted | 5860 | 7330 | 13 190 | 5 3 1 9 | 6 6 6 9 | 11988 |
| Operating days | 736 | 736 | 1472 | 736 | 736 | 1472 |
| Opex \$/day | 7963 | 9959 | 8961 | 7 227 | 9061 | 8 1 4 4 |
| Operating income and operating expenses per segment |
YTD 2023 | YTD 2022 | ||||
|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Operating revenue, vessels | 106 432 | 104 006 | 210 437 | 90 681 | 96 494 | 187 175 |
| Voyage expenses | (36755) | (29968) | (66723) | (35671) | (31940) | (67611) |
| Other revenue | $\overline{\phantom{a}}$ | 672 | 672 | |||
| Net operating revenues from operations of vessels | 69 677 | 74 038 | 143 714 | 55 012 | 65 2 2 6 | 120 237 |
| Operating expenses, vessels | (16 190) | (20980) | (37171) | (16 283) | (18743) | (35026) |
| Group administrative services | (1558) | (2 019) | (3578) | (1379) | (1587) | (2966) |
| Salaries and social expense | (1273) | (1650) | (2923) | (1174) | (1352) | (2526) |
| Tonnage tax | (47) | (78) | (125) | (74) | (52) | (126) |
| Other operating and adm expenses | (656) | (851) | (1507) | (360) | (415) | (775) |
| Operating profit before depreciation (EBITDA) | 49 951 | 48 4 61 | 98 411 | 35 741 | 43 077 | 78 818 |
| Depreciation | (10070) | (14317) | (24387) | (8880) | (13359) | (22 238) |
| Operating profit after depreciation (EBIT) | 39 882 | 34 144 | 74 024 | 26 861 | 29 7 19 | 56 579 |
| (TCE earnings \$/day) | YTD 2023 | YTD 2022 | ||||
|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total |
| Net revenues from operations of vessels | 69 677 | 74 038 | 143 714 | 55 012 | 65 2 2 6 | 120 237 |
| Other revenue (note 3) | $\overline{\phantom{0}}$ | ÷ | ۰ | (672) | (672) | |
| Net revenue ex adjustment | 69 677 | 74 038 | 143 714 | 55 012 | 64 554 | 119 565 |
| On-hire days | 2032 | 2 1 5 2 | 4 1 8 3 | 2027 | 2075 | 4 1 0 1 |
| Average TCE earnings (\$/day) | 34 291 | 34 412 | 34 3 5 3 | 27 143 | 31 117 | 29 153 |
| Reconciliation of opex \$/day | YTD 2023 | YTD 2022 | |||||
|---|---|---|---|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total | CABU | CLEANBU | Total | |
| Operating expenses, vessels | 16 190 | 20 980 | 37 171 | 16 282 | 18745 | 35 0 26 | |
| Operating expenses, vessels adjusted | 16 190 | 20 980 | 37 171 | 16 282 | 18745 | 35 0 26 | |
| Operating days | 2 1 8 4 | 2 1 8 4 | 4 3 6 8 | 2 1 8 4 | 2 1 8 4 | 4 3 6 8 | |
| Opex \$/day | 7413 | 9606 | 8510 | 7455 | 8583 | 8019 |
| Operating income and operating expenses per | |||
|---|---|---|---|
| segment | 2022 | ||
|---|---|---|---|
| USD '000 | CABU | CLEANBU | Total |
| Operating revenue, vessels | 127 455 | 132 823 | 260 278 |
| Other revenue | $\overline{\phantom{a}}$ | 396 | 396 |
| Voyage expenses | (55018) | (41036) | (96054) |
| Net revenues | 72 436 | 92 183 | 164 620 |
| Operating expenses, vessels | (22917) | (25657) | (48575) |
| Group administrative services | (1983) | (2 220) | (4203) |
| Salaries and social expense | (1631) | (1826) | (3458) |
| Tonnage tax | (105) | (83) | (188) |
| Other operating and adm expenses | (586) | (656) | (1242) |
| Operating profit before depreciation (EBITDA) | 45 214 | 61740 | 106 954 |
| Depreciation | (12465) | (18880) | (31344) |
| Operating profit after depreciation (EBIT) | 32749 | 42 860 | 75 610 |
| Reconciliation of average revenue per on-hire day | |||
| (TCE earnings \$/day) | 2022 | ||
| USD '000 | CABU | CLEANBU | Total |
| Net revenues from operations of vessels | 72 436 | 92 183 | 164 620 |
| Other revenue | (396) | (396) | |
| Net revenue ex adjustment | 72 436 | 91787 | 164 225 |
| On-hire days | 2 7 0 3 | 2 8 1 4 | 5 5 1 8 |
| Average TCE earnings per on-hire day (\$/day) | 26 796 | 32 614 | 29 7 64 |
| Reconciliation of opex \$/day | 2022 | ||
| USD '000 | CABU | CLEANBU | Total |
| Operating expenses, vessels | 22 916 | 25 659 | 48 575 |
| Operating expenses, vessels adjusted | 22 915 | 25 658 | 48 575 |
|---|---|---|---|
| Operating days | 2920 | 2920 | 5840 |
| Opex $(\frac{2}{3})$ day) | 7848 | 8787 | 8 3 1 8 |
| USD '000 | Classification | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | 2022 |
|---|---|---|---|---|---|---|
| Revenue from COA contracts | Freight revenue | 48 115 | 28 011 | 140 286 | 66924 | 92 852 |
| Revenue from spot voyages | Freight revenue | 9679 | 38 655 | 50 300 | 79 717 | 112 917 |
| Revenue from TC contracts | Charter hire revenue | 1 2 4 7 | 9.569 | 19851 | 40 534 | 54 509 |
| Other revenue | Other revenue | $\sim$ | 332 | $\overline{\phantom{0}}$ | 672 | 396 |
| Total revenue, vessels | 65 230 | 76 566 | 210 437 | 187847 | 260 674 |
| USD '000 | 30 Sep 2023 | 31 Dec 2022 | |||
|---|---|---|---|---|---|
| Cost price 1.1 | 742721 | 734 955 | |||
| Dry Docking | 5 2 4 0 | 5 6 2 0 | |||
| Technical upgrade | 6 2 3 9 | 4617 | |||
| Disposal of vessel and drydock | (2472) | ||||
| Costprice end of period | 754 200 | 742721 | |||
| Acc. Depreciation 1.1 | 226 650 | 198 092 | |||
| Disposal of vessel and dry dock | (2472) | ||||
| Depreciation vessels | 24 3 8 7 | 31 0 29 | |||
| Acc. Depreciation end of period | 251038 | 226 650 | |||
| Carrying amounts end of period* | 503 162 | 516 072 | |||
| *) carrying value of vessels includes dry-docking | |||||
| No. of vessels | 16 | 16 | |||
| Useful life (vessels) | 25 | 25 | |||
| Useful life (dry docking) | $2 - 3$ | $2 - 3$ | |||
| Depreciation schedule | Straight-line | Straight-line | |||
| Reconciliation of depreciations | |||||
| USD '000 | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | 2022 |
| Depreciation vessels | 7929 | 7911 | 24 3 8 7 | 21856 | 31 0 29 |
Four vessels have completed dry-dock so far in 2023, and one vessel is planned for dry-dock in the last quarter of 2023. Technical upgrade of USD 6.2 million year to date is related to general improvement of the technical performance of the vessels and energy efficiency initiatives. KCC has secured in total USD 1.4 million in grants from ENOVA1 to finance investments in energy saving solutions for one CABU vessel and one CLEANBU vessel. As of Q3 2023 an accumulated total of USD 1.1 million has been recognized.
Identification of impairment indicators are based on an assessment 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. Rises in interest rates increases the discount rate used in the calculation of recoverable amount. As previous sensitivity analysis of recoverable amount shows that the decrease in recoverable amount is unlikely to result in a material impairment loss, as per IAS 36.16, this has not been considered an impairment indicator. Expected future TCE earnings for both CABUs and CLEANBUs, diversified market exposure, development in secondhand prices and the combination carriers' trading flexibility support the conclusion of no impairment indicators identified as per 30 September 2023.
1 ENOVA = A Norwegian government enterprise responsible for promotion of environmentally friendly production and consumption of energy
| (USD'000) | 30 Sep 2023 31 Dec 2022 | |
|---|---|---|
| Cost 1.1 | ٠ | |
| Yard installments paid | 17 205 | |
| Other capitalized cost | 276 | |
| Net carrying amount | 17481 |
On 23 June 2023, KCC's 100% owned subsidiary KCC Shipowning AS signed a shipbuilding contract for the construction of three third generation CABU vessels with Jiangsu New Yangzi Shipbuilding CO. Ltd. The contract price is USD 56.5 million per vessel and estimated delivery costs are approximately USD 60.5 million per vessel. The expected delivery is Q1-Q3 2026. First installment was paid in July 2023. Project costs of USD 0.3 million have been capitalized in Q3 2023.
The Group has available undrawn long-term revolving credit facility capacity of USD 113.0 million and USD 15 million available capacity under a 364-days overdraft facility. The overdraft facility falls due in December 2023 and will likely partly/wholly be renewed prior to year-end 2023.
| Mortgage debt | Description | Interest rate | Maturity | Carrying amount | |
|---|---|---|---|---|---|
| DNB/SEB/SRB/SPV Facility** | Term Loan/RCF, USD 190 million | Term SOFR $+ 2.1 %$ | June 2028 | 91759 | |
| Nordea/Credit Agricole Facility* | Term Loan/RCF, USD 60 million | Term SOFR + 2.25 % | March 2027 | 33 176 | |
| Nordea/Danske Facility/* | Term Loan, USD 80 million | Term SOFR + $CAS + 2.1$ % December 2026 | 64 7 64 | ||
| Capitalized loan fees | (3522) | ||||
| Mortgage debt 30 September 2023 |
In September 2023, KCC completed a new senior unsecured sustainability-linked bond issue of NOK 500 million with maturity date 5 September 2028 (KCC05). The bond carries a coupon of 3 months NIBOR + 365 bps p.a. with quarterly interest payments. The bond has a borrowing limit for NOK 1 bn and the repayment price is linked to the Company's sustainability performance. The sustainability-linked financing framework and the bond terms can be found on the Company's website. The bond issue has been hedged to USD at USDNOK 10.613 and bears an interest rate of 3M SOFR + 4.14%. In connection with the issue of KCC05, KCC repurchased NOK 508.5 million of the KCC04 bond issue.
| USD'000 | Face value | Carrying Amount | |
|---|---|---|---|
| Bond loan | NOK'000 | Maturity | 30 Sep 2023 |
| KCC04 | 700 000 | 11.02.2025 | 76 390 |
| Realized exchange rate gain at buyback | (7208) | ||
| Buyback KCC04 (Q3 2023) | (508 500) | (54978) | |
| Exchange rate adjustment | 3758 | ||
| Capitalized expenses | (92) | ||
| Bond discount | (101) | ||
| Sum KCC04 | 191 500 | 17 769 | |
| KCC05 | 500 000 | 05.09.2028 | 46 971 |
| Exchange rate adjustment | (75) | ||
| Capitalized expenses | (761) | ||
| Sum KCC05 | 500 000 | 46 136 | |
| Total bond loan | 691 500 | 63 905 |
As per 30 September 2023, USD 57k of the Group's total cash balance was classified as restricted cash. The restricted cash consists of employee tax withholding.
The Group is subject to certain financial covenants and other undertakings in financing arrangements. As per 30 September 2023 the Group was in compliance with all financial covenants. For further details on covenants please see the 2022 Annual Report.
| USD '000 | Fair value | Carrying amount Carrying amount | |
|---|---|---|---|
| Interest bearing liabilities | 30 Sep 2023 | 30 Sep 2023 | 31 Dec 2022 |
| Mortgage debt | 164 501 | 164 501 | 159 664 |
| Capitalized loan fees | ۰ | (3522) | (3 131) |
| Bond loan | 65 411 | 64859 | 70 660 |
| Bond discount | ۰ | (101) | (158) |
| Capitalized expenses bond loan | ۰ | (853) | (527) |
| Total non-current interest bearing liabilties | 229 912 | 224 884 | 226 509 |
| Mortgage debt, current | 25 199 | 25 199 | 92 769 |
| Overdraft facility (Secured) | 233 | ||
| Total interest bearing liabilities | 255 111 | 250 083 | 319 511 |
| Financial assets | 30 Sep 2023 | 31 Dec 2022 |
|---|---|---|
| Financial instruments at fair value through OCI | ||
| Cross-currency interest rate swap | ۰. | 1 2 7 2 |
| Interest rate swaps | 7928 | 11 110 |
| Financial instruments at fair value through P&L | ||
| Interest rate swaps | 303 | |
| Financial assets | 7928 | 12 685 |
| Current | 1582 | 4923 |
| Non-current | 6 3 4 6 | 7762 |
| Financial liabilities | 30 Sep 2023 | 31 Dec 2022 |
|---|---|---|
| Financial instruments at fair value through OCI | ||
| Cross-currency interest rate swap | 2 2 0 1 | 2466 |
| Fuel hedge | 19 | 249 |
| Financial liabilities | 2 2 2 0 | 2715 |
| Current | 19 | 249 |
| Non-current | 2 2 0 1 | 2466 |
| Finance income | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | 2022 |
|---|---|---|---|---|---|
| Other interest income | 2 2 8 7 | 532 | 6087 | 700 | 2 1 0 9 |
| Gain related to modification of debt | ۰. | $\overline{\phantom{a}}$ | ۰. | 1 1 7 5 | 1 1 7 5 |
| Fair value changes interest rate swaps | ۰. | 81 | ۰. | 202 | 232 |
| Gain on terminated cross-currency swaps | 2652 | ٠ | 2652 | ٠ | |
| Other financial income | - | $\overline{\phantom{a}}$ | 1 | $\overline{\phantom{a}}$ | |
| Finance income | 4940 | 612 | 8741 | 2077 | 3516 |
| Finance cost | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | 2022 |
|---|---|---|---|---|---|
| Interest expenses mortgage debt | 3 6 3 5 | 3 0 8 1 | 12 2 6 2 | 7869 | 11769 |
| Interest expenses bond loan | 1890 | 1 1 6 5 | 4630 | 3 3 7 3 | 4767 |
| Interest expenses lease liabilities | $\overline{\phantom{a}}$ | 29 | $\overline{\phantom{a}}$ | 66 | 66 |
| Amortization capitalized fees on loans | 319 | 364 | 1486 | 987 | 1 3 5 2 |
| Other financial expenses | 2 3 9 6 | 15 | 2756 | 96 | 97 |
| Fair value changes interest rate swaps | 185 | $\overline{\phantom{a}}$ | 303 | ۰ | |
| Loss on foreign exchange | 187 | 414 | 318 | 740 | 207 |
| Finance cost | 8612 | 5067 | 21757 | 13 130 | 18 257 |
Amortization of capitalized fees on loans of USD 0.3 million in Q3 2023 includes derecognition of remaining fees of USD 0.2 million for the repurchased part of the bond (note 6). Other financial expenses of USD 2.4 million include premium paid on the repurchase of bond of USD 1.9 million.
Dividends of USD 15.1 million were paid to the shareholders in September 2023 (USD 0.25 per share). A total of USD 51.7 million in dividends have been paid to shareholders during the first three quarters of 2023.
On 22 February 2023, the CEO of Klaveness Combination Carriers ASA, Engebret Dahm, exercised all his 38,580 options in the Company against cash settlement by the Company. The share options were granted in December 2019 and were fully vested in December 2022. The option settlement in cash of USD 0.2 million is recognized as payroll expenses in Q1 2023.
On 22 June 2023, Senior Executives in the Company purchased in total 13 500 shares in KCC through the Company's LTIP program, where 10 000 were purchased by the CEO. The Company used Treasury shares to settle the transactions. In connection to this share purchase, the Senior Executives were awarded 40 500 share options in the Company of which 30 000 were awarded to the CEO. As of 30 September 2023, the CEO, Engebret Dahm holds 30 532 shares and 30 000 options in the Company.
On 30 May 2023, the Company completed a capital increase of USD 49.8 million through a private placement to partly fund three CABU newbuildings. The Board approved the allocation of 7 857 143 shares in the private placement at a price of NOK 70.00 per share.
On 11 August and 6 September 2023, Hundred Roses Corporation, EGD Shipholding AS and Rederiaksjeselskapet Torvald Klaveness exercised all their warrants in the Company. The exercise increased equity by USD 0.5 million. As of 30 September 2023, there are no outstanding warrants.
| Shares | Share Capital (NON) | |
|---|---|---|
| Shares and share capital at 31 December 2022 | 52 372 000 | 52 372 000 |
| Shares issued 30 May 2023 | 7857143 | 7857143 |
| Shares issued 11 August 2023 (warrants) | 14 0 20 | 14 0 20 |
| Shares issued 6 September 2023 (warrants) | 215 068 | 215 068 |
| Shares and share capital at 30 September 2023 | 60 458 231 | 60 458 231 |
| 30 Sep 2023 | 31 Dec 2022 | |
| Weighted average number of ordinary shares for basic EPS | 60 268 359 | 52 331 922 |
| Effects of dilution from: | ||
| Share options (note 8) | 67 200 | 65 280 |
| Warrants | 162 842 | 229 088 |
| Weighted average number of ordinary shares for the effect of dilution | 60 498 401 | 52 626 290 |
In the option program granted in December 2019, the CEO and CFO were granted 38,580 and 26,700 options, respectively. As all options under the 2019 Long-Term Incentive Plan (LTIP) have vested, the Board proposed a new LTIP that was approved by the General Meeting in April 2023. Details on the new LTIP, options granted in June 2023 and fair value calculation are described in the Q2 2023 report, note 8, published on the Company's homepage (www.combinationcarriers.com) Investor Relations/Reports and presentations under the section for the Q2 2023 report.
The following table summarizes the option activity as per 30 September 2023:
| Average exercise price | 2023 | 2022 | |
|---|---|---|---|
| Opening balance 1 January | 65 280 | 65 280 | |
| Granted during the year | NOK 69.5 | 40 500 | 0 |
| Exercised during the year | (38580) | $\mathbf{0}$ | |
| Forfeited during the year | 0 | $\mathbf{0}$ | |
| Expired during the year | $\Omega$ | $\Omega$ | |
| Outstanding at 30 September | 67 200 | 65 280 |
The fair value of the share options granted is calculated to USD 119k, i.e. USD 1.91 per share option. The cost incurred in 1H 2023 was zero and the cost recognized in Q3 2023 is USD 8k.
| Type of services/transactions | Provider 1 Price method | Q3 2023 Q3 2022 YTD 2023 YTD 2022 | 2022 | ||||
|---|---|---|---|---|---|---|---|
| Pool participation 2 | BAU | Standard pool agreement | н. | ÷. | 49 | -49 | |
| Dry bulk chartering | KC | 1.25% of transaction value 3 | $\overline{\phantom{a}}$ | (135) | 7 H J | (540) | (472) |
| Total net revenue from related parties | (135) | (491) | (423) |
Relets of dry bulk cargoes between KCCC and KC (related party in the Torvald Klaveness Group) are made at spot pricing without any compensation either way.
| Provider 1 | Price method | Q3 2023 | Q3 2022 | YTD 2023 | YTD 2022 | 2022 | |
|---|---|---|---|---|---|---|---|
| Business adm. services | KAS | $Cost + 5%$ | 580 | 470 | 1461 | 1 1 6 8 | 1641 |
| Business adm. services | KA Ltd | $Cost + 5%$ | 20 | 41 | 114 | 114 | 160 |
| Commercial services | KAD* | $Cost + 7.5%$ | 217 | $\overline{\phantom{a}}$ | 217 | ||
| Commercial services | KDB | $Cost + 7.5%$ 4 | 81 | 55 | 223 | 130 | 279 |
| Commercial services | KSM | $Cost + 7.5%$ | 216 | 217 | 662 | 641 | 825 |
| Board member fee | KD | Fixed fee as per annual general meeting |
(6) | (18) | |||
| Subscription Cargo Value (linked to COA with external party) |
CIA | Fixed fee | $\overline{\phantom{a}}$ | 60 | 60 | ||
| Project management | KSM | $Cost + 7.5%$ | 124 | 382 | 917 | 853 | 1 2 3 7 |
| Total group commercial and administrative services | 1 2 3 3 | 1 1 6 5 | 3 5 7 8 | 2966 | 4 2 0 2 |
Some bunker purchases are done through KC (related party in the Torvald Klaveness Group) which holds the bunker contracts with suppliers in some regions. No profit margin is added to the transactions, but a service fee is charged based on time spent (cost +7.5%) reflecting the time spent by the bunkering team and charged as part of the commercial services from KDB.
*Two employees were transferred from Singapore to Dubai from 1 August 2023. KCC does not have set-up in Dubai and they have hence been transferred from a KCC company to a related company in the Torvald Klaveness Group and is hired by a KCC company at cost + 7.5% The amount includes salary and employee bonus for 2023.
| Type of services/transactions | Provider 1 | Price method | Q3 2023 | Q3 2022 YTD 2023 YTD 2022 | 2022 | ||
|---|---|---|---|---|---|---|---|
| Technical mngmnt fee (opex) | KSM | Fixed fee per vessel | 1 0 0 2 | 955 | 3 0 0 7 | 2864 | 3819 |
| Crewing and IT fee (opex) | KSM | Fixed fee per vessel | 377 | 393 | 1 100 | 1 1 7 4 | 1565 |
| Board member fee (administrative expenses) |
KAS | Fixed fee as per annual general meeting |
20 | 19 | 60 | 64 | 85 |
| Total other services/ transactions | 1400 | 1 3 6 7 | 4 1 6 7 | 4 1 0 2 | 5468 |
KCCC has a bunkers derivative position of 3 600 tons (remaining Cal-23) towards KC (a related party in the Torvald Klaveness Group) at a cost of USD 12k to cover margin requirements etc. Market value of the portfolio with KC was negative USD 19k as per 30 September 2023 and presented as a financial liability in Statement of Financial Position.
2 Pool hire from BAU to KCC less pool management fee. MV Bangor entered the pool in August 2021 and exited the pool agreement on 3 January 2022.
4 From 1 July 2022 the service fee for dry bulk chartering and FFA/bunker derivatives trading is based on time spent (cost + 7.5%), prior to this the fee was 0.1% of transaction fee.
1 Klavness AS (KAS), Klavness Ship Management S (KSM), Klavness Asia Pte.Ltd (KA Ltd), Baumarine AS (BAU), Cargo Intelligence AS (CIA), Klavness Dry Bulk AS (KDB), AS Klavness Chartering (KC), Klaveness Asia Pte. Ltd – Dubai Branch, Klaveness Digital AS (KD)
3 Fixture fee applicable for fixtures in first half 2022. From 1 July 2022 the service fee was based on time spent (cost + 7.5%) and included in "Total group commercial and administrative services" (table above).
On 30 October 2023, the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 0.25 per share for third quarter 2023, in total approximately USD 15.1 million.
There are no other events after the balance sheet date that have material effect on the Financial Statement as of 30 September 2023.
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