Quarterly Report • Aug 26, 2019
Quarterly Report
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CLEANBU
T
Second Quarter 2019
«We are pleased to report the successful first CLEANBU wet-dry combination voyage with earnings 1.5 times the standard market, proving the superior earnings capacity of our new CLEANBUs. While the CABU fleet continues to perform well in the 2nd quarter, KCC's results reflect "one-off introduction costs" for the CLEANBUs which are expected to be substantially reduced over the coming quarters. Both CABU and CLEANBU earnings are expected to considerably improve in 2nd half of 2019 based on higher caustic soda contract booking and more CLEANBUs in combination trading».

Engebret Dahm, CEO Klaveness Combination Carriers ASA

Average TCE earnings (\$/d)
EBITDA (mUSD)

Profit/(loss) after tax (mUSD)

| (USD '000) | Q2 2019 | 02 2018 | Q2 2019 YTD | Q2 2018 YTD |
|---|---|---|---|---|
| Net revenues from vessel operations | 12 607 | 14 415 | 25 933 | 27 764 |
| EBITDA | 4227 | 8 450 | 8 963 | 15 824 |
| EBITDA adjusted (note 13) | 4 595 | 8 450 | 9 886 | 15 824 |
| Profit/(loss) for the period | (1 876) | 3 172 | (2 680) | 6 626 |
| Earnings per share4 | (0.04) | 0.10 | (0.06) | 0.22 |
| Total assets | 430 847 | 284 917 | ||
| Equity | 211 845 | 131 738 | ||
| Equity ratio | 49 % | 46 % | ||
| ROCE adjusted (note 13) | 1% | 6% | 2% | 5% |
| 02 2019 | 02 2018 | Q2 2019 YTD | Q2 2018 YTD | |
| Average revenue per on-hire day (note 13) | 14 854 \$/d | 16 920 \$/d | 15 352 \$/d | 17 082 \$/d |
| Opex per day (note 13) | 7 150 \$/d | 6 183 \$/d | 7 175 \$/d | 6 145 \$/d |
| Onhire days | 865 | 812 | 1 703 | 1 620 |
| Off-hire days, scheduled | 25 | 9 | 25 | 11 |
| Off-hire days, unscheduled | 20 | 0 | ୧୧ | 1 |
| % of days in main combination trades | 84 % | 88 % | 79 % | 92 % |
| Utilisation2 | 92 % | 97 % | 92 % | 96 % |
Net revenues from operations of vessels were USD 12.6 million in the second quarter of 2019, compared to USD 14.4 million in the same quarter last year. Q2-2018 revenues include a USD 0.7 million compensation the three newest CABU vessels. The average revenue per on-hire day of USD 14,854/day is USD 2,066/day lower than Q2 2018 and was negatively impacted by CABUs trading as dry bulk market and the phase-in of the first CLEANBU as a regular tanker vessel.
The increase in operating expenses for the vessels from USD 5.9 million in Q2 2019 is related to delivery and the introduction of the CLEANBU vessels. Operating expenses in the second quarter were impacted by start-up expenses of USD 0.4 million for the 2ª CLEANBU which was delivered end of July Such expenses include anones following delayed delivery from the varia Administration costs of Q2019 include expensed transaction costs of USD 0.4 million from the listing of the Company's shares in May 2019. EBITDA for the period ended at USD 4.2 million (Q2 2018: 8.5 million).
Net result from financial items was negative USD 3.0 million in the second quarter of 2019 compared to negative USD 1.2 million for the same period last year. The increase is due to higher interest-bearing the delivery of the first CLEANBU vessel and differences in fair value changes of unrealized derivatives between the two quarters. While were negative USD 1.1 million in 2ª quarter 2019, the same quarter last year had positive fair value changes of USD 0.5 million.
Net profit after tax for second quarter ended negative USD 1.9 million compared to positive USD 3.2 million for the same period last year.
| (USD/day) / # of days | Q2 2019 | Q2 2018 | 02 2019 YTD | Q2 2018 YTD |
|---|---|---|---|---|
| Average revenue per on-hire day (note 2) | 15 038 \$/d | 16 920 \$/d | 15 560 \$/d | 17 082 \$/d |
| Opex per day (note 2) | 6 284 \$/d | 6 241 \$/d | 6 663 \$/d | 6 188 \$/d |
| Onhire days | 790 | 812 | 1 595 | 1 620 |
| Off-hire days, scheduled | 25 | g | 25 | 11 |
| Off-hire days, unscheduled | ব | 0 | 8 | |
| % of days in main combination trades | 86 % | 88% | 80 % | 92 % |
| Utilisation2 | 95 % | 97% | 95 % | 96 % |
The CABU vessels continued a strong operational performance in Q2-2019. Earnings were, however, negatively impacted by fewer days in the main CABU combination trades due to a temporary lower number of cargoes. Only 80 % of the fleet capacity was employed in combination trades during the first half of 2019 compared to 92 % same period last year. The number of causit soda contract shipments are expected to increase from 8 in Q2-2019 to average 14 quarterly shipments in 2ª half 2019 following the production embargo at Alunorte at end of May and higher number of shipments under the main caustic soda contracts for the balance of 2019. The historically weak dry bulk market during 01-2019, and early part of 02-2019 had negative earnings effect on performing dry voyages in Q2-2019. One CABU vessel commenced periodic drydocking in June.
1) Earnings per share from operations. Based on average outstanding shares for the different periods.
2) Utilization = (Operating days less waiting time less off-hire days)/operating days
| (USD/day) / # of days | Q2 2019 | Q2 2018 | Q2 2019 YTD | Q2 2018 YTD |
|---|---|---|---|---|
| Average revenue per on-hire day (note 2) | 12 905 \$/d | 12 255 \$/d | ||
| Opex per day (note 2) | 14 939 \$/d | 12 055 \$/d | ||
| Onhire days | 75 | 108 | ||
| Off-hire days, scheduled | ||||
| Off-hire days, unscheduled | 16 | 57 | ||
| % of days in main combi pattern | 57 % | 70 % | ||
| Utilisation2 | 73% | 61 % |
The phase in of the first CLEANBU vessel, MV Barter the completion of gaartee works in the midle of pint. M Baru completed the fixture of a CPP cargo from India to Argentina, MV Baru successfully completed the first switch from tanker mode to dry bulk mode and passed the strict grains before loading grains back to Asia. The onclude e arnings of the estimated nound period.
As part of an established phase-in plan, the CLEANBUs will be operated as regular tankers for one or more voyages before being introduced into combination trading. Observations and guarantee works after the initial operation of MV Baru have been or will be corrected on subsequent CLEANBU vessels before delivery. This together with operational experience trom the operation of the first vessel are expected to substantially shorten the phase in time for the second and subsequent CLEANBUs. This will again lead time from delivery to start of trading in higher paying combination trades.
The second CLEANBU, NV Barracuda was delivered 29 July and completed first loading as tanker for shipment of caustic soda in Taiwan 23 Jugust. She is now scheduled to start combination trading in mid-September, a phase in time of 1/3 of the first CLEANBU, with scheduled delivery in September is targeted to start combination end October. With three CLEANBUs having completed phase-in within October, KC.C. is well positioned to benefit from the expected stronger tanker markets before and after the implementation of IMO 2020.
The equity ratio for the Group was 49% at the quarter, stable from last quarter, but down from 53% at year-end 2018. Cash and cash equivalents were USD 128.0 million against USD 88.3 million as of 31 after the successful completion of the private placement in May 2019. The net cash proceeds of USD 38.8 million will be used to finance the equity portion of the two CLEANBU options declared at the same time.
Total assets were USD 430.8 million, an increase of USD 97.0 million since year-end 2018 mainly due delivery and financing of newbuildings. The book value of vessels and newbuildings amounted to USD 278.2 million at the end of the quarter. Total interest by USD 60.1 million during the first half of 2019 to USD 2019 following the delivery and post-delivery and post-delivery bank financing of MV Baru and MV Barracuda
KCC's bond loan was transferred from the ABM-list to Oslo Stock Exchange with effect from 5 July 2019.
Bank financing has been secured for all six CLEANBU newbuildings with respect to financing of the espect to financing of the two remaining newbuildings with delivery in 2021 will be initiated during the autumn of 2019.
The Group generated no cash flow from operating activities in second quarter capital. Net cash flow from investments reates to dry dock costs for one vessel and installing to the shipyard and other costs for newbuildings, in total USD 10.4 million in Q2-2019. Net positive cash effect from bank financing after perment of mortgage debt was USD 27.5 million following drawdown of the post-delivery bank financing on MV Barracuda being delivered in July. Net cash received from equity raise was USD 39.1 million was paid to shareholders in April and June 2019.
The fleet consists of nine CABU and two CLEANBU MI Ble first CLEANBU, MV Baru, was delivered in January 2019 and second CLEANBU, MV Barracuda was delivered at the end of July 2019. The company has another in the period September 2019 to February 2021. The CABU vessels are combination mainly caustic soda solution and all types of dry cargo, mainly to/from the Far East, the Middle East, Australia, Brazil and North America. The CLEANBU vessels are designed to transport clean pervleum products in addition to caustic soda and dry bulk products, giving them a wier range of trading possibilities. The Group holds individual four CLEANBU vessels at the same yard.
The construction of the CLEANBU vessels is progresce transfers from the operation of MV Baru during the first six months of opera tion were implemented on MV Barracuda before olely and will be corrected on the next six vessels before delivery. The third CLEANBU, MV Barramundi, is scheduled for delivery in mid-September and the fourth vessel, MV Baru completed guarantee works at a yard in China in early April and is scheduled to make a guarantee docking in October after completing the ongoing grain voyage.
Two CABU vessels have or will go through periodic during 2™ half of 2019. MV Barcarena completed drydocking in July and MV Banastar will commence drydocking in late August. Water ballast treatment system have or will be installed on both vessels during the drydocking.
Earnings of KCC's combination carriers are driven by the dry bull, tanker and fuel markets. KCC are mostly influenced by the standard MR-tanker, LR-tanker and panamax/kamasarmax dry bulk markets as the vessels correspond to these standard vessels. Hence, KCC's earnings are impacted by the market development in these dry bulk and product tarker segments. Due to KCC's efficient combination trading gattern with minimal ballast, KCC's earnings are also positively impacted by increased fuel costs.
Dry bulk freight rates have more than doubled since the historically weak rates in the first quarter of 2019. Panamax rates in O1-2019 were on average USD 6,957/day increasing to in average USD 9,500/day in Q2-2019 and strengthened further during the summer to USD 15,500/day to date Q3-2019. The reason for the recent improvements in dry bulk market is partly due to the returning iron Vale after the Brumadinho dam disaster in January, as well as a tightness of dry bulk tonnage in the Atlantic for the loading of grains out of East Coast South America.
After a strong start of the vear, the product tarket fell back considerably during 01-2019 and has been maintained at relatively modest levels through Q2-2019 and to date in Q3-2019. January delivered USD 19,400 for the MR TCT TCE but was soon adjusted down to USD 13,200 for Q2-2019 and Q3-2019 to date has been USD 12,700/day. Product tanker earnings in 2019 have still been maintained at higher levels and the summer market has been the strongest since 2016. Market expectations are strong for 04 2019 as increased refinery runs are expected to produce INO 2020 compliant fuels from end of the third quarter to ports around the world during the fourth quarter. The implementation of MO 2020 regulations is widely expected to support product tanker markets also in 2020.
Bunker markets have weakened through 2nd quarter of 2019 with Singapore high sulphur fuel oil (HSFO) prices decreasing from USD 424/mt end of Mach to USD 376/mt end of June in line with the fall in crude prices. HSFO vs marine gas oil (MGO) spread has been stable at about USD 220 pm. Due to implementation of the INO 2020 regulation, the forward setween crude oil and HFSO is trading significantly weaker compared to the last half year's sett led values resulting in a wider spread between HSFO and MGO of about USD 300 pmt for the Q4-19 and Cal 2020 periods.

Safety is KCC's priority number one and to Board's satisfaction there no major incidents in first half of 2019. There was one "medium injury" in Q2 2019 (injured finger) and one in Q1 2019 where one crew member had to be repatriated for 60 days following a fall.
| HEALTH & SAFETY KPI'S | Q2 2019 | Q2 2018 | Q2 2019 YTD | Q2 2018 YTD |
|---|---|---|---|---|
| # of medium* | - | 2 | ||
| # of major** injuries | ||||
| # of navigational incidents | ||||
| # of spills to the environment |
* Medium = medical treatment and repatriation, but will return to work
**Major = Will never return to work (severe injury or death)
The operation of vessels has an impact on the company is taking technical and operations to protect the environment as embodied in International Safety Management Code (ISM-code) and the MARPOL convention. Furthermore, an effective dry-wet combination trading pattern with limited number of ballating the environmental footprint of the Group's activities compared to standard dry bulk and tanker vessels.
The CO2 enission per ton transported per nautical the Energy Efficiency Operational Indicator (EEO) and ballast days in % of total


Ballast days in % of total onhire days
The outlook for the CABUs for 2ª half of 2019 is positive with CABU earnings expected to significantly improve on the back of already booked caustic soda contract carges to Australia compared to 1ª half 2019. CSS shipment volume to Brazil has increased after the end of the productionembargo at Alunorte in May and is expected to increase further in Q4-2019 after Alunorte, as announced, will be back to full production. TC-equivalent earnings of the CABU fleet in 2019 is expected to be in lines of ~USD 17,400/day. Two CABU vessels will complete dry docking and install water ballast treatment system within 3rd quarter of 2019.
The introduction of the CLEANBUs in 2019 with start-up costs, additional off-hire for MV Baru and phasing in as regatively impact KCC's 2019 results. Earnings for the CLEANBUs are expected to improve considerably during 2ª half of 2019 after the first vessel, WI Baru, started combitrading in June and the lead times from deliver to combi-trading for the second vessel, MV Barracuda, and subsequent vessels are expected to be considerably shorter than for the first CLEANBU vessel. The successful first wet-dry combi America proves the ability of the CLEAN-BU vessels to generate earnings 1.5-2 times the standard markets.
The bond loan (KCC03 PRO) was transferred from ABM to Oslo Børs with effect 5 July 2019 with the ticker code KCC03.
The Company's Board of Directors declared of USD 0.5 million (USD 0.01 per share) for the 2ªª quarter of 2019 based on the Company's policy to pay minimum 80% of adjusted free cash flow to equity as dividends to shareholders on a quarterly basis.
3) EEO! (Energy Efficiency Operational Index) is defined by Inted per transported cargo per nautical mile for a period of time (both fuel consumption at sea and in port included). In the good energy efficiency for the combination carriers as we have a little degree of ballast, but we have also seen that the index is highly affected by one or two longer ballast legs ince the fleet is relatively small. These variations are evident when we look at the historical numbers, but will most likely be more vessels in the fleet.
The Board and CEO has reviewed and approved the condents for the period 1 January to 30 June 2019. To the best of our knowledge, we confirm that
Oslo, 25 August 2019
The Board of Directors of Klaveness Combination Carriers ASA
| Lasse Kristoffersen | Magne Øvreås | Morten Skedsmo |
|---|---|---|
| Chairman of the Board | Board member | Board member |
| Lori Wheeler Næss | Stephanie Sanvy Wu | Engebret Dahm |
| Board member | Board member | CEO |
| Quarter ended | YTD | Year ended | ||||
|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||
| USD'000 | Notes | 30 Jun 2019 | 30 Jun 2018 | 30 Jun 2019 | 30 Jun 2018 | 31 Dec 2018 |
| Freight revenue | 3 | 31 774 | 26 748 | 60 081 | 26 748 | 84 284 |
| Charter hire revenue | 3 | 349 | 2 796 | 581 | 16 145 | 17 540 |
| Total revenues, vessels | 3 | 32 122 | 29 544 | 60 663 | 42 893 | 101 824 |
| Voyage expenses | (19 515) | (15 130) | (34 730) | (15 130) | (45 431) | |
| Net revenues from operations of vessels | 12 607 | 14 415 | 25 933 | 27 764 | 56 393 | |
| Operating expenses, vessels | (6 875) | (5 064) | (13 837) | (10 010) | (21 599) | |
| Group commercial and administrative services | 10 | (1 067) | (776) | (2 328) | (1 747) | (3 618) |
| Tonnage tax | 11 | (38) | (32) | (74) | (76) | (119) |
| Other operating and administrative expenses | (401) | (92) | (731) | (107) | (300) | |
| Operating profit before depreciation | 4 227 | 8 450 | 8 963 | 15 824 | 30 757 | |
| Ordinary depreciation | 4 | (3 142) | (4 102) | (5 920) | (8 273) | (16 840) |
| Operating profit after depreciation | 1 085 | 4 348 | 3 043 | 7 551 | 13 917 | |
| Finance income | 8 | 815 | 631 | 1 545 | 2 300 | 2 234 |
| Finance costs | 8 | (3 776) | (1 807) | (7 268) | (3 225) | (7 374) |
| Profit before tax | (1 876) | 3 172 | (2 680) | 6 626 | 8777 | |
| Income tax expenses | 11 | 59 | ||||
| Profit after tax | (1 876) | 3 172 | (2 680) | 6 626 | 8 836 | |
| Attributable to: | ||||||
| Equity holders of the parent company | (1 876) | 2 487 | (2 680) | 5 768 | 7 978 | |
| Non-controlling interests | 685 | 858 | 858 | |||
| Total | (1 876) | 3 172 | (2 680) | 6 626 | 8 836 | |
| Earnings per Share (EPS): | ||||||
| Basic and diluted, profit for the period attributable to ordinary equity holders of the parent |
(0,04) | 0,10 | (0,06) | 0,22 | 0,23 | |
| Quarter ended | YED | Year ended | ||||
|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||
| USD '000 | 30 Jun 2019 30 Jun 2018 30 Jun 2019 30 Jun 2018 31 Dec 2018 | |||||
| Profit/ (loss) of the period | (1 876) | 3 172 | (2 680) | 6 626 | 8 836 | |
| Other comprehensive income to be reclassified to profit or loss | ||||||
| Net movement fair value on cross-currency interest rate swaps (CCIRS) | (14) | 105 | ||||
| Reclassification to profit and loss (CCIRS) | (72) | 211 | ||||
| Net movement fair value on interest rate swaps | (423) | 161 | (692) | 651 | 368 | |
| Net movement fair value FX hedge | 30 | (14) | (35) | |||
| Net movement fair value bunker hedge | (323) | 647 | (918) | |||
| Net movement fair value FFA hedge | (774) | 212 | 970 | |||
| Income tax effect | ||||||
| Net other comprehensive income to be reclassified to profit or loss | (1 575) | 161 | 470 | 651 | 385 | |
| Other comprehensive income/(loss) for the period, net of tax | (1 575) | 161 | 470 | 651 | 385 | |
| Total comprehensive income/(loss) for the period, net of tax | (3 452) | 3 333 | (2 210) | 7 278 | 9 221 | |
| Attributable to: | ||||||
| Equity holders of the parent company | (3 452) | 2 560 | (2 210) | 6 086 | 8 029 | |
| Non-controlling interests | 774 | 1 192 | 1 192 | |||
| Total | (3 452) | 3 333 | (2 210) | 7 278 | 9 221 |
(Figures in USD '000)
| Unaudited | Audited | |
|---|---|---|
| Notes | 30 Jun 2019 | 31 Dec 2018 |
| 11 | 15 | 15 |
| 4 | 213 844 | 167 037 |
| 5 | 64 342 | 59 877 |
| 4 | 1613 | |
| ნ | 1 075 | 1 855 |
| 280 889 | 228 786 | |
| ნ | 1073 | 464 |
| 5 112 | ર 883 | |
| 15 729 | 9 870 | |
| 49 | 594 | |
| 7 | 127 996 | 88 263 |
| 149 958 | 105 074 | |
| 430 847 | 333 859 | |
| Unaudited | Audited | ||
|---|---|---|---|
| EQUITY AND LIABILITIES | 30 Jun 2019 | 31 Dec 2018 | |
| Equity | |||
| Share capital | 9 | 5725 | 4 863 |
| Share premium | 130 232 | 92 271 | |
| Other reserves | 521 | 51 | |
| Retained earnings | 75 367 | 80 901 | |
| Total equity | 211 845 | 178 086 | |
| Non-current liabilities | |||
| Mortgage debt | රි | 147 471 | 95 746 |
| Long-term liabilities to related parties | ნ | 36 000 | |
| Long-term financial liabilities | ნ | 2 541 | 450 |
| Long-term lease liabilities | 1 297 | ||
| Bond loan | 6.10 | 34 994 | |
| Total non-current liabilities | 186 303 | 132 196 | |
| Current liabilities | |||
| Short-term mortgage debt | ნ | 15 902 | 12 200 |
| Other interest bearing liabilities | ნ | 7 851 | 2 172 |
| Short-term financial liabilities | ნ | 271 | 918 |
| Short-term lease liabilities | 332 | ||
| 7 656 | 7 601 | ||
| Trade and other payables | |||
| Short-term debt to related parties | 570 | 563 | |
| Tax liabilities | 11 | 115 | 123 |
| Total current liabilities | 32 698 | 23 577 | |
| TOTAL EQUITY AND LIABILITIES | 430 847 | 333 859 |
(Figures in USD '000)
| Attributable to equity holders of the parent | |||||||
|---|---|---|---|---|---|---|---|
| Unaudited 2019 |
Share capital |
Other paid in capital |
Hedging reserve |
Retained earnings |
Total | Non- controlling interests |
Total equity |
| Equity 1 January 2019 | 4 863 | 92 271 | 51 | 80 901 | 178 086 | - | 178 086 |
| Profit (loss) for the period | (2 680) | (2 680) | (2 680) | ||||
| Other comprehensive income for the period | 470 | 470 | 470 | ||||
| Dividends | (2 854) | (2 854) | - | (2 854) | |||
| Capital increase | 862 | 37 961 | 38 824 | - | 38 824 | ||
| Equity at 30 June 2019 | 5 725 | 130 232 | 521 | 75 367 | 211 845 | - | 211 845 |
| Unaudited | Share | Other paid | Hedging | Retained | Total | Non- controlling |
Trotal |
|---|---|---|---|---|---|---|---|
| 2018 | capital | in capital | reserve | earnings | interests | equity | |
| Equity 1 January 2018 | - | 48 997 | 103 877 | 152 874 | 20 441 | 173 315 | |
| Profit (loss) for the period | 5 768 | 5 768 | 858 | 6626 | |||
| Other comprehensive income for the period | 318 | 318 | 334 | 651 | |||
| Bonus issue (establishment March 23, 2018) | 142 | (142) | |||||
| Capital reduction | (13) | (35 987) | (36 000) | (36 000) | |||
| Dividends to non-controlling interests | (495) | (495) | |||||
| Group contribution | (23 746) | (23 746) | (23 746) | ||||
| Capital increase (April 30, 2018) | 36 | 39 695 | 39 731 | 39 731 | |||
| Acquisition of non-controlling interest (April 25, 2018) | (260) | (260) | (363) | (623) | |||
| Acquisition of non-controlling interest (April 30, 2018) | (6 947) | (6 947) | (20 775) | (27 722) | |||
| Equity at 30 June 2018 | 165 | 52 563 | 318 | 78 692 | 131 738 | 131 738 |
| Audited | Share | Other paid | Hedging | Retained | Total | Non- controlling |
Trotal |
|---|---|---|---|---|---|---|---|
| 2018 | capital | in capital | reserve | earnings | interests | equity | |
| Equity 1 January 2018 | - | 48 997 | - | 103 877 | 152 874 | 20 441 | 173 315 |
| Profit (loss) for the period | 7 978 | 7 978 | 858 | 8 836 | |||
| Other comprehensive income for the period | 51 | 51 | 334 | 385 | |||
| Bonus issue (establishment March 23, 2018) | 142 | (142) | |||||
| Capital reduction | (13) | (35 987) | (36 000) | (36 000) | |||
| Capital increase (April 30, 2018) | 36 | 39 695 | 39 731 | 39 731 | |||
| Acquisition of non-controlling interest (April 25, 2018) | (260) | (260) | (363) | (623) | |||
| Acquisition of non-controlling interest (April 30, 2018) | (6 947) | (6 947) | (20 775) | (27 723) | |||
| Group contribution | (23 746) | (23 746) | (23 746) | ||||
| Dividends to non-controlling interests | (495) | (495) | |||||
| Bonus issue | 3 684 | (3 684) | |||||
| Capital increase (October 10, 2018) | 1014 | 43.393 | 44 407 | - | 44 407 | ||
| Equity at 31 December 2018 | 4 863 | 92 271 | 51 | 80 901 | 178 086 | - | 178 086 |
(Figures in USD '000)
| Quarter ended | YILD | Year ended | ||||
|---|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | Audited | ||
| Notes | 30 Jun 2019 | 30 Jun 2018 | 30 Jun 2019 | 30 Jun 2018 | 31 Dec 2018 | |
| Profit before tax | (1 876) | 3 313 | (2 680) | 6 600 | 8 777 | |
| Tonnage tax expensed | 10 | 38 | 32 | 74 | 76 | 119 |
| Ordinary depreciation | 4 | 3 142 | 4 102 | 5 920 | 8 273 | 16 840 |
| Amortization of upfront fees bank loans | 77 | 58 | 154 | 109 | 228 | |
| Financial derivatives unrealised loss / gain (-) | б | 660 | (655) | 1 119 | (2 517) | (1 163) |
| Gain/loss on foreign exchange | 473 | 473 | ||||
| Interest income | 7 | (554) | (152) | (1 095) | (445) | (1 071) |
| Interest expenses | 7 | 2 272 | 1 717 | 4 566 | 3 043 | 6 972 |
| Taxes paid for the period | 10 | (45) | ||||
| Change in current assets | (4 937) | 5 732 | (4 525) | 2 369 | (2 070) | |
| Change in current liabilities | 583 | (6 816) | (537) | (3 814) | (1 782) | |
| Interest received | 7 | 554 | 152 | 1 095 | 445 | 1 071 |
| A: Net cash flow from operating activities | 432 | 7 482 | 4 520 | 14 139 | 27 920 | |
| Acquisition of tangible assets | 4 | (466) | (2 093) | (986) | (2 386) | (2 817) |
| Installments and other cost on newbuilding contracts | 5 | (9 971) | (10 280) | (56 026) | (15 752) | (22 126) |
| Acquisition of subsidiaries, net of cash | 863 | 863 | ||||
| B: Net cash flow from investment activities | (10 437) | (12 373) | (57 013) | (17 275) | (24 080) | |
| Proceeds from mortgage debt | б | 31 000 | 62 000 | 3 000 | ||
| Net proceeds from bond loan and settlement shareholder | ||||||
| loan | б | (630) | ||||
| Transaction costs on issuance of loans | б | (454) | ||||
| Repayment of mortgage debt | б | (3 481) | (4 303) | (6 531) | (5 774) | (10 528) |
| Interest paid | 7 | (2 147) | (1 674) | (3 865) | (3 000) | (7 103) |
| Repayment of financial lease liabilities | (90) | (179) | ||||
| Capital increase April 30, 2018 | 12 000 | 12 000 | 12 000 | |||
| Capital increase October 10, 2018 | 45 000 | |||||
| Capital increase | 40 096 | 40 096 | ||||
| Transaction costs on capital increase | (1 035) | (1 035) | (581) | |||
| Acquisition of non-controlling interests | (622) | |||||
| Group contribution/dividend | (2 854) | (2 854) | (9 958) | (9 958) | ||
| Dividends to non-controlling interests | (495) | (495) | ||||
| C: Net cash flow from financing activities | 61 490 | 6 022 | 86 548 | (7 227) | 30 713 | |
| Net change in liquidity in the period (A + B + C) | 51 485 | 1 131 | 34 055 | (10 364) | 34 552 | |
| Cash and cash equivalents at beginning of period* | 68 660 | 41 175 42 306 |
86 090 | 51 538 | 51 538 | |
| Cash and cash equivalents at end of period* | 120 145 | 120 145 | 41 175 | 86 090 | ||
| Net change in cash and cash equivalents in the period | 51 485 | 1 131 | 34 055 | (10 364) | 34 552 |
* Cash and cash equivalents includes drawn amount on overdraft facility.
| 01 | Accounting policies |
|---|---|
| 02 | Segment reporting |
| 03 | Revenue from contracts with customers |
| 04 | Vessels |
| 05 | Newbuildings |
| 06 | Financial assets and financial liabilities |
| 07 | Cash and cash equivalents |
| 08 | Financial items |
| 09 | Share capital, shareholders, dividends and reserves |
| 10 | Transactions with related parties |
| Tax | |
| 12 | Events after the balance sheet da |
| 13 | Reconciliation of alternative performance measures |

Klaveness Combination Carriers ASA ("parent company/the Company/ KCC") is a public limited liability company domiciled and incorporated in Norway. The parent company has its headquarter and registered office in Drammensveien 260, 0283 Oslo. The Company was listed on Oslo Axess at May 22, 2019.
The objectives of the Group is to provide transportation for drybulk, 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 nine CABU vessels, that have capacity to transport caustic soda as well as all dry bulk commodities. In addition. the Group has one CLEANBU vessel in operation and seven CLEANBU newbuildings with estimated delivery between Q3-2019 and Q1-2021. 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 International Financial Reporting Standards ("IFRS") as endorsed by the Europen Union and are based on 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 2018, which have been prepared in accordance with IFRS, as adopted by the European Union.
The accounting policies adopted in 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 2018 except for the adoption of new accounting standards or amendments with effective date after 1 January 2019 (see description below).
The company adopted IFRS 16, Leases, with effect 1 January 2019. The new standard was applied using the modified retrospective method. On initial application of IFRS 16, the Company elected to use the following practical expedients:
The Group has elected to use the exemptions proposed by the standard on lease contracts with a term of less than 12 months, and lease contracts for which the underlying asset is of low value. Lease payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Lease contracts which is not part of the exemptions are measured at the present value of remaining lease payments, discounted using the incremental borrowing rate. The right-of-use assets are measured at an amount equal to the lease liability.
There was no material impact of other new accounting standards adopted by the period, and further reference is given to the annual report for 2018.
The Group is an owner and operator of combination cariers and operates mainly within the dry and the product tarker industry. Currently, the Group owns nine CABUs, one CLEANBU on water with expected deliveries through 2019, 2020 and 2021.
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 al types of dry bulk commodities.
The CLEANBUs have approximately 82,500 dwt carrying capacity. The CLEANBUs are both full-fledged LR1 product tankers and Karriers transporting clean petroleum products (CPP), heavy liquid cargoes such as all types of dry bulk products. The first CLEAN-BU vessel was delivered in January 2019.
The first CPP voyage for the first delivered CLEANBU, MV Baru, was completed in the reporting of the combination cariers results has from the second quarter 2019 changed to focus on CABU and CLEANBU as two segments, to better follow up on the performance of the different vessels concepts. The Group identifies and reports its segments based on information provided to the Management and the Boardes are allocated and decisions are made based on this information.
Segment reporting below includes financials for the first CLEANBU vessel 10 January 2019. In 2018, the Group had only one segment and information on segment performance is found for the combination cariers segment and thus is equal to the Income Statement of Financial Position and Cash flow statement.
| Operating profit/EBIT | 2 724 | (1 641) | 1 085 |
|---|---|---|---|
| Total operating expenses | (8 918) | (2 605) | (11 523) |
| Other operating and administrative expenses | (301) | (100) | (401) |
| Ordinary depreciation | (2 636) | (2006) | (3 142) |
| Tonnage tax | (34) | (4 | (38) |
| Group administrative services | (800) | (267) | (1 067) |
| Operating expenses, vessels | (5 147) | (1 728) | (6 875) |
| Total operating revenue | 11 643 | તે રેણે તે જેવી સવલતો પ્રાપ્ય થયેલી છે. આ ગામનાં લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગામમાં મુખ્યત્વે ખેત-ઉત્પાદની ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગા | 12 607 |
| Voyage expenses | (18 648) | (867) | (19 215) |
| Operating revenue, vessels | 30 290 | 1 832 | 32 122 |
| (USD'000) | Cabu | Cleanbu | Total |
| 02 2019 |
| Average revenue per onhire day (\$/d) | 15 038 | 12 905 | 14 854 |
|---|---|---|---|
| Onhire days | 790 | 75 | 865 |
| Net revenue ex IFRS adjustment | 11 880 | 965 | 12 844 |
| IFRS 15 adjustment | 237 | 237 | |
| Net revenues from operations of vessels | 11 643 | ರಿಲ್ಲೆ ಕಿಲ್ಲೇ | 12 607 |
| (USD'000) | Cabu | Cleanbu | Total |
| Q2 2019 |
| Reconciliation of opex per day | |||
|---|---|---|---|
| Q2 2019 | |||
| (USD'000) | Cabu | Cleanbu | Total |
| Operating expenses, vessels | 5 147 | 1728 | 6 875 |
| Start up cost CLEANBU vessels | 369 | 369 | |
| Operating expenses, vessels adjusted | 5 147 | 1 359 | 6 506 |
| Operating days | 819 | 91 | 910 |
| Opex per day (\$/d) | 6 284 | 14 939 | 7 150 |
| Operating profit/EBIT | 6 120 | (3 078) | 3 043 |
|---|---|---|---|
| Total operating expenses | (18 489) | (4 401) | (22 890) |
| Other operating and administrative expenses | (548) | (183) | (731) |
| Ordinary depreciation | (4 925) | (ਰੇਰੇਟ) | (5 920) |
| Tonnage tax | (67) | (7) | (74) |
| Group administrative services | (2 095) | (233) | (2 328) |
| Operating expenses, vessels | (10 854) | (2 984) | (13 837) |
| Total operating revenue | 24 610 | 1 324 | 25 933 |
| Voyage expenses | (33 572) | (1 158) | (34 730) |
| Operating revenue, vessels | 58 182 | 2 481 | 60 663 |
| (USD'000) | Cabu | Cleanbu | Total |
| Q2 2019 YTD |
| Can and Company College | |||
|---|---|---|---|
| (USD'000) | Cabu | Cleanbu | rotal |
| Net revenues from operations of vessels | 24 610 | 1324 | 25 933 |
| IFRS 15 adjustment | 209 | 209 | |
| Net revenue ex IFRS adjustment | 24 818 | 1324 | 26 142 |
| Onhire days | 1 595 | 108 | 1 703 |
| Average revenue per onhire day (\$/d) | 15 560 | 12 255 | 15 350 |
| Q2 2019 YTD | |||
|---|---|---|---|
| (USD'000) | Cabu | Cleanbu | Total |
| Operating expenses, vessels | 10 854 | 2 984 | 13 837 |
| Start up cost CLEANBU vessels | 922 | 922 | |
| Operating expenses, vessels adjusted | 10 854 | 2 061 | 12 915 |
| Operating days | 1629 | 171 | 1 800 |
| Opex per day (\$/d) | 6 663 | 12 055 | 7 175 |
The Group has income from COA contracts (1-3 years), spot voyages and TC trips. Set out below is the Group's revenue from contracts with customers. Prior to acquisition of KCCC) in end March 2018, KCC distributed its net revenue to the Group as variable time charter revenue.
| Quarter ended | YTD | Year ended | ||||
|---|---|---|---|---|---|---|
| Revenue types (USD'000) | Classification | 30 Jun 2019 30 Jun 2018 30 Jun 2019 30 Jun 2018 31 Dec 2018 | ||||
| Revenue from COA contracts | Freight revenue | 19 281 | 23 002 | 39 290 | 23 002 | 73 048 |
| Revenue from spot voyages | Freight revenue | 12 493 | 3 746 | 20 791 | 3 746 | 11 237 |
| Revenue from TC contracts | Charter hire revenue | 349 | 2 121 | 581 | 2 121 | 4 286 |
| Revenue from TC contracts (KCC Chartering) | Charter hire revenue | 13 349 | 13 253 | |||
| Other revenue | 675 | 675 | ||||
| Total revenue, vessels | 32 122 | 29 544 | 60 663 | 42 893 | 101 824 |
| Vessels | ||
|---|---|---|
| (USD '000) | 30 Jun 2019 | 31 Dec 2018 |
| Cost price 1.1 | 330 218 | 326 129 |
| Delivery of newbuildings | 51 561 | |
| Adjustment acquisition value newbuildings delivered | 2 515 | |
| Additions (mainly upgrading and docking of vessels) | 986 | 1 574 |
| Costprice end of period | 382 766 | 330 218 |
| Acc. Depreciation 1.1 | 163 181 | 146 341 |
| Depreciation for the period | 5 741 | 16 840 |
| Acc. Depreciation end of period | 168 922 | 163 181 |
| Carrying amounts end of period* | 213 844 | 167 037 |
| *) carrying value of vessels includes dry-docking | ||
| No. of vessels | 10 | 9 |
| Useful life | 25 | 20 |
| Useful life | |
|---|---|
| Depreciation schedule | Straight-line Straight-line |
The CLEANBU vessel MV Baru was delivered from Jiangsu New Yangzi Shipbuilding Co., Ltd in China 10 January 2019.
Useful life for the combination carrier vessels is reasses on a yearly basis. One of the main caustic soda COA's was renewed in late 2018 for 3-5 years, where maximun vessel age was increased from 20 to 25 years. Based on this, useful life for the Group's vessels is increased from 20 to 25 years. Other COA customers have as well accepted (some formally and other unformally) vessel age up to 25 years.
Useful life is increased from 20 to 25 years as from 01.01.2019. The updated estimate is further supported by the visusty practice for tank and bulk carriers. Due to a decline in the Group has adjusted the estimate for residual value down from 380 usd/mt to 325 usd/mt.
The net effect of these changes in assumptions will decrease yearly depreciation for the CABU vessels of approximately USD 6.4 million in 2019 compared to 2018.
As per June 30, 2019, no impairment indicators are identified .
| Right-of-use assets | ||
|---|---|---|
| (USD '000) | 30 June 2019 | 31 Dec 2018 |
| Cost price 1.1 | 1 693 | |
| Addition of right-of-use assets | 188 | - |
| Disposals | (89) | |
| Costprice end of period | 1 792 | - |
| Acc. Depreciation 1.1 | ||
| Depreciation | 179 | - |
| Acc. Depreciation end of period | 179 | |
| Carrying amounts end of period | 1613 | I |
The Group adopted IFRS 16, Lease, with effect 1 January 2019. The nev standard was applied using the motified retrospective method, see note 1. The Group has leasing agreements related to satelite on and IT equipment onboard the vessels. A lease liability and right-of-use assets have been presented for these contracts which previously were reported as operating expenses.
The Group has seven combination carrier newbuilding on order at Jiangsu New Yangzi Shipbuilding Co., Ltd in China with delivery scheduled in 2019, 2020 and 2021. The contracts include options for first vessel from the newbuilding programme, MV Baru, was delivered 10 January 2019. Bank loans have been secured for the six newbuilds (incl MV Baru) with delivery in 2019 and 2020 (note 6).
| (USD '000) | 30 Jun 2019 | 31 Dec 2018 |
|---|---|---|
| Cost 1.1 | 59 877 | 37 751 |
| Borrowing cost | 223 | 867 |
| Yard installments paid | 52 550 | 19 151 |
| Other capitalized cost | 3 253 | 2 108 |
| Delivery of newbuilings | (51 561) | |
| Net carrying amount | 64 342 | 59 877 |
The commitments related to the seven newbuildings are set out below.
| Remaining installments at 30 June 2019 | ||||
|---|---|---|---|---|
| (USD '000) | 2019 | 2020 | 2021 | Total |
| Combination carriers | 86 290 | 120 900 | 65 100 | 272 290 |
| Total commitments newbuildings | 86 290 | 120 900 | 65 100 | 272 290 |
The below tables present the Group's financing arrangements as per 30 June 2019 the Group (KCC) entered into an agreement with Klaveness Ship Holding AS (KSH) and Nordic Trustee) to be the issuer of Klaveness Ship Holding AS's NOK 300 million unsecured bond loan. As part of the settlement the shareholder loan of USD 36 million from KSH was repaid while KCC simultaneously assumed the bond loan, and the net difference in principal anount and accrued interest was settled between KCC and KSH. The bond ban (KCC03 PRO, previously KSH03 PRO) is listed on Nordic ABM (transferred from ABM to Oslo Bars effective 5 July 2019) and has a bullet structure with full repayment at maturity in 2021. The bond loan bears an interest rate of three mortin of 5.25%. Furthermore, the Group entered into a cross-currency interest rate swap (CCRS) against KSH to mitigate currency and interest rate risk associated with the bond loan is converted to a fixed rate USD loan at the same USDNOK rate as the loan settlement, paying a 6.98% fixed rate. The CCRS's qualify for hedge acounting and are recognised at fair value with changes through other comprehensive income. Fairvalue valuations (Source: Thomson Reuters). Fairvalue is not based on observable market data, hence included in fair value hierarchy level 2.
During the first half of 2019 the Group made a total USD 62 million DNB/SEB term loan facility. Drawdowns were made in connection with the delivery of the newbuild vered in January) and MV Barracuda (delivered in July). USD 31 million was drawn for each of the vessels.
During the first quarter of 2019, the Group signed a finance two CLEANBU newbuildings with delivery in 2020 ("USD90.7million SEB/SR-Bank/SPV financing facility was later upsized to include a third newbuild yessel with scheduled delivery in 2020. The facility is provided as a term loan for two vessels and revolving credit facility for the third vessel. Other terms are mainly in line with current financing facilities.
At 30 June 2019 the Group has USD 121.7 million in unders available on delivery of four vessels with delivery in 2019 and 2020.
| (USD '000) | ||||
|---|---|---|---|---|
| Mortgage debt | Description | Interest rate | Maturity | Carrying amount |
| Nordea/Danske Facility | Term loan, USD 100 mill | LIBOR + 2.3 % | March 2022 | 91 463 |
| DNB/SEB Facility | Term loan, USD 105 mill | LIBOR + 2.3 % | December 2023 | 72 627 |
| SEB/SR-Bank/SPV Facility | Term loan/RCF, USD 90.75 mill | |||
| Capitalized loan fees | (717) | |||
| Mortgage debt 30 June 2019 | 163 374 | |||
| Bond loan (KCC03) | Face value NOK'000 |
Year of maturity |
Carrying amount 30Jun 2019 USD'000 |
|---|---|---|---|
| Original loan amount Exchange rate adjustment |
300 000 | 27.05.2021 | 35 370 (118) |
| Capitalized expenses | (258) | ||
| Bond loan | 300 000 | 34 994 |
| (USD '000) | Fair value | Carrying amount | Carrying amount |
|---|---|---|---|
| Interest bearing liabilities | 30 Jun 2019 | 30 Jun 2019 | 31 Dec 2018 |
| Mortgage debt | 148 188 | 148 188 | 96 163 |
| Capitalized loan fees | (717) | (417) | |
| Intercompany interest bearing debt | 36 000 | ||
| Bond loan | 35 682 | 35 370 | |
| Exchange rate adjustment bond loan | (118) | ||
| Capitalized expenses bond loan | (258) | - | |
| Total non-current interest bearing liabilties | 183 870 | 182 466 | 131 746 |
| Mortgage debt, current | 15 902 | 15 902 | 12 200 |
| Overdraft facility (Secured) | 7 851 | 7 851 | 2 172 |
| Total interest bearing liabilities | 207 622 | 206 218 | 146 118 |
The table below summarises the maturity profile of the Group's financial undiscounted payments. Interest bearing debt and unsecured debt includes interest payments and interest hedge.
| (USD '000) Maturity profile financial liabilities at 30 Jun 2019 |
< 1 year | 1-3 years | 3-5 years | > 5 years | rotal |
|---|---|---|---|---|---|
| Mortgage debt (incl interests) | (22 684) | (103 950) | (58 405) | (185 040) | |
| Bond loan (incl interest) (note 8) Total |
(2 464) (22 684) |
(37 550) (103 950) |
(58 405) | - | (40 013) (225 053) |
Loan facilities to be refinanced during the next 12 months are included in <1 year.
As per 30 June 2019, the Group is in compliance with all financial covenants. On Group level financial covenants relates to minimum equity (USD 125 million), equity ratio (30%), and cash (USD 15 million). Financial covenants on KCC Shipowning Group level relates to minimum equity (USD 110 million) and equity ratio (30%), minimum cash (the higher of USD 10 million and 5% of net interest-bearing profit of max 7x in 2020 and max 5x from 2021 (no covenant in 2019, some facility agreements includes a loan margin adjustment based on net debt to operating profit ratio in 2019 and 2020). In addition, all secured loans contain minimum value of the vessel compared to outstanding loan.
| Financial assets | ||
|---|---|---|
| (USD '000) | 30 Jun 2019 | 31 Dec 2018 |
| Financial instruments at fair value through OCI | ||
| Cross-currency interest rate swap | 317 | |
| Interest rate swaps | 322 | |
| Forward freight agreements | 1 130 | 970 |
| FX hedge (AUD/USD) | 1 | |
| Financial instruments at fair value through P&L | ||
| Forward freight agreements | 405 | |
| Interest rate swaps | 294 | 1 027 |
| Financial assets | 2 148 | 2 319 |
| Current | 1 073 | 464 |
| Non-current | 1 075 | 1 855 |
| Financial liabilities, non-current | ||
| (USD '000) | 30 Jun 2019 | 31 Dec 2018 |
| Financial instruments at fair value through OCI | ||
| Cross-currency interest rate swap | 211 | |
| Interest rate swaps | 385 | |
| Fuel Hedge | 271 | 918 |
| FX Hedge (AUD/USD) | 38 | |
| Financial instruments at fair value through P&L | ||
| Interest rate swaps | 1 944 | 412 |
| Financial liabilities, non-current | 2 812 | 1 368 |
| Current | 271 | 918 |
| Non-current | 2 541 | 450 |
The Group has bank deposits in the following currencies:
| Total cash and cash equivalents | 127 996 | 88 263 |
|---|---|---|
| Cash | 267 | 196 |
| Bank deposits, USD | 123 103 | 87 399 |
| Bank deposits, NOK | 4 625 | 668 |
| USD'000 | ||
| 30 Jun 2019 | 31 Dec 2018 |
Cash as per 30 June 2019 includes USD 31.0 million from drawdown on the loan financing MV Barracuda (note 6). The cash was later the final installment of MV Barracuda which was delivered 29 July 2019 (note 12).
| (USD '000) | Quarter ended | YED | Year ended | |||
|---|---|---|---|---|---|---|
| Finance income | 30 Jun 2019 30 Jun 2018 30 Jun 2019 30 Jun 2018 | 31 Dec 2018 | ||||
| Interest received from related parties | 144 | 114 | ||||
| Other interest income | 598 | 142 | 1 138 | 296 | 927 | |
| Fair value changes interest rate swaps | 1 | 489 | 405 | 1 865 | 1 163 | |
| Fair value changes in FFA | 216 | |||||
| Finance income | 815 | 631 | 1 545 | 2 305 | 2 234 |
| (USD '000) | Quarter ended | YID | Year ended | ||
|---|---|---|---|---|---|
| Finance cost | 30 Jun 2019 30 Jun 2018 30 Jun 2019 30 Jun 2018 | 31 Dec 2018 | |||
| Interest paid to related parties* | 321 | 202 | 321 | 1 605 | |
| Interest expenses mortgage debt | 1 692 | 1 386 | 3 396 | 2 722 | 5 366 |
| Interest expenses bond loan | 580 | 967 | |||
| Interest expenses bond loan | 45 | 45 | |||
| Amortization capitalized fee's mortage debt | 77 | 58 | 154 | 109 | 228 |
| Other financial expenses | 33 | 37 | 69 | 73 | 135 |
| Loss on foreign exchange | 473 | 5 | 473 | 40 | |
| Fair value changes interest rate swaps | 877 | 1962 | |||
| Finance cost | 3 776 | 1807 | 7 268 | 3 225 | 7 374 |
*Interests on shareholder loan settled in January 2019.
On 15 May 2019, KCC ASA announced that it had raised NOK 350 million in gross proceeds through a private places at a price per share of NOK 47.50 per share. In addition, the joint bookrunners have over-allotted an additional 382,000 shares. KCC ASA wass (Stock Exchange) on 22 May 2019. The net proceeds will be used to finance the equity portion of the seventh and eight CLEANBU newbuilding which was decleared 15 May 2019. Following exercise of the over-alled in connection with the listing of the shares, the Company issued 147,000 new shares at end of stabilisation period on 21 June 2019.
Dividends of USD 1.4 million were paid to the shareholders of USD 1.4 million were paid to the shareholders in June 2019 based on results for respectively the 4th quarter 2018 and the first quarter 2019.
| Date | Shares | Adjusted for share split |
Notional (NOK) | Share capital (NOK) |
|---|---|---|---|---|
| Shares and share capital 23 March 2018 | 100 000 | 25 000 000 | 10 | 1 000 000 |
| Shares issued 30 April 2018 | 129 081 | 32 270 250 | 10 | 1 290 810 |
| Shares issued 10 September 2018 | 32 270 250 | 32 270 250 | 1 | 32 270 250 |
| Shares issued 12 October 2018 | 40 512 000 | 40 512 000 | 40 512 000 | |
| Shares and share capital at 31 December 2018 | 40 512 000 | 40 512 000 | ||
| Shares issued 15 May 2019 | 47 880 000 | 47 880 000 | 1 | 47 880 000 |
| Shares issued 26 June 2019 | 48 027 000 | 48 027 000 | 1 | 48 027 000 |
| Shares and sharecapital at 30 June 2019 | 48 027 000 | 48 027 000 |
| Quarter ended | YID | Year ended | |||
|---|---|---|---|---|---|
| USD 000 | 30 Jun 2019 | 30 Jun 2018 | 30 Jun 2018 | 31 Dec 2018 | |
| G&A fee to Klaveness AS | 559 | 246 | 1 230 | 493 | 1 966 |
| Commercial management fee to Klaveness AS | 407 | 475 | 926 | 1 147 | 1 349 |
| Project management fee to Klaveness AS | 55 | 107 | 107 | ||
| Travel expenses and operating cost reinvoiced from Klaveness AS | 100 | 171 | 195 | ||
| Group commercial and administrative services | 1 067 | 776 | 2 328 | 1 747 | 3 617 |
| Quarter ended | YO D | Year ended | |||
|---|---|---|---|---|---|
| USD 000 | 30 Jun 2019 | 30 Jun 2018 | 30 Jun 2019 | 30 Jun 2018 | 31 Dec 2018 |
| Technical management fee to KSM* (reported as part of opex) | 683 | 494 | 1 325 | 993 | 2 099 |
| Crewing agency fee to KSM* (reported as part of opex) | 233 | 213 | 456 | 408 | 746 |
| Supervision fee to Klaveness AS (capitalised on newbuildings) | 515 | 781 | 643 | ggg | 1 937 |
| Interest cost to related parties (Klaveness Ship Holding AS) | 321 | 202 | 321 | 1 605 | |
| Interest income from related parties | 144 | 144 | 144 | ||
| Total other transactions with related parties | 1 431 | 1952 | 2626 | 2 865 | 6 531 |
| WITAL CONSULT COLLECTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSULTION CONSUL |
KSM refers to Klaveness Ship Management AS
An unsecured bond loan of NOK 300 million changed debtor from Klaveness Ship Holding AS (major shareholder of KCC) to Klaveness Combination Cariers ASA in end January 2019 (note 6). To reduce the risk for changes in currency and interest rate on the Group entered into a cross-currency interest rate swap agreement (CCIRS) with Klaveness Ship Holding AS (note 6).

The Group mainly operates in the Norwegian tonnage tax regime which exempts ordinary tax on shipping income, instea is payable based on the size of the vessel. The fee is recognise. Financial income is taxable according to the Nowegian tonnage tax regime based on the company tax rate in Norway of 22 %. No tax payable or changes in tax positions are expected in the companies under tonnage taxation.
Parent company (KCC) and the subsidiaries KCC Chartering AS is regulated by ordinary taxation rules in Norway. The parent company is a holding company with needive taxable income as per June 30, 2019. KCC KBA AS is currently without any activity, whereof deferred tax asset was written down to zero in 2017. KCC Chartering company which distributes net profit to the shipowning companies. Deferred tax assets are only recognised to the extent that future utilization within is not probable as per 30 June 2019. Tax expense for the period is estimated to be zero. Deferred tax asset in the Statement of Financial Position of USD 15 related to KCC Chartering AS.
The bond loan (KCC03 PRO) was transferred from ABM to Oslo Børs with effect 5 July 2019 with the ticker code KCC03.
WI Barracuda, was delivered from Jianezi Shipyard in China at 29 July 2019. The vessel is the second of eight contracted CLEANBU vessels that will be delivered from Jiangsu New Yangzi Shipyard in the period 2019 to 2021. With delivery of the Group will operate a fleet of 11 combination carriers.
On 25 August, 2019 the Company's Board of Directors declared to pay a cash dividend to the Company's shareholders of USD 0.5 million.

This section describes the non-GAAP finance measures (APM) that are used in the quarterly reports. In order to measure performance on an historic basis, the Group has made use of the non-IFRS measures described below. These APM are provided to enable a deeper understanding of the Company's financial performance and is used by management to measure performance. The APMs should not be considered as a substitute for measures of performance in accordance with IFRS.
EBTTDA is defined as total revenue adjusted for operating experses. EBTDA is used as a measure of the Group's overall financial performance, excluding the impact from financial items, taxes, deprecation and impairment.The Group has included EBITDA as a measure because management believes it provides useful information regarding to service debt and to fund capital expenditures and provides a helpful measure for comparing its operating performance with that of other companies.
EBITDA adjusted is defined as EBITDA excluding income and/or cost items which are not of the underlying operational performance for the period. The Group has adjusted EBITDA for one off costs related to start up cost of CLEANBU vessels. The Group provide information of the profitability of the Group's operating results for the period that are expected to occur less frequently.
EBIT is defined as total revenue less operating expeciation, amortization and impairment. EBIT is used as a measure ofthe Group's overall financial performance, excluding the impact from financial items and taxes.
EBIT adjusted is defined as EBT excluding income and/or cost items which are not of the underlying operational performance for the period. The Group has adjusted EBIT for one off costs relating to start up cost of Cleanbu vessels.
Average revenue per onhire day is defined as net revenue ex adjustments divided by number of onhiredays. Net revenue ex adjustments is defined as total net revenue from operation of vessels adjusted for offhire compensation and IFRS 15 adjustments measure revenue on a discharge to discharge basis, similar to revenue reportion of FRS 15. The Group believes that average revenue per onhire day provides useful information about the Group's earnings and has included the APM as the measure is used in the monthly management reporting to evaluate the Group's periodic performance.
Opex per day is defined as operating expenses adjusted divided by operating days (incl. offhire). The operating expenses adjusted is defined as operating expenses for the vessels excluding operating expensed as part of the underlying performance for the period and which are expected to occur less frequently. The Group believes the measure provides useful information about the Group's ability to run the vesses effectively,
Return on Capital Employed (ROCE) adjusted is capital employed as a percent of EBIT adjusted. Capital employed is defined as sum of total equity and total interest-bearing debt. In the quarterly reporting ROCE adjusted is based on annualized EBIT adjusted by capital employed.
| Reconciliation of EBITDA and EBITDA adjusted | Quarter ended | YA D | Year ended | ||
|---|---|---|---|---|---|
| 000 grastl | 30 Jun 2019 30 Jun 2018 30 Jun 2019 30 Jun 2018 | 31 Dec 2018 | |||
| Net revenues from operations of vessels | 12 607 | 14 415 | 25 933 | 27 764 | 56 393 |
| Operating expenses, vessels | (6 875) | (5 064) | (13 837) | (10 010) | (21 599) |
| Group commercial and administrative services | (1 067) | (776) | (2 328) | (1 747) | (3 618) |
| Tonnage tax | (38) | (32) | (74) | (76) | (119) |
| Other operating and administrative expenses | (401) | (92) | (731) | (107) | (300) |
| EBITDA | 4 227 | 8 450 | 8 963 | 15 824 | 30 757 |
| Start up costs CLEANBU vessels | 369 | 922 | |||
| EBITDA adjusted | 4 595 | 8 450 | 9 886 | 15 824 | 30 757 |
| Reconciliation of Total income to EBIT and EBIT adjusted | |||||
| EBITDA | 4 227 | 8 450 | 8 963 | 15 824 | 30 757 |
| Depreciation | (3 142) | (4 102) | (5 920) | (8 273) | (16 840) |
| EBIT | 1 085 | 4 348 | 3 043 | 7 551 | 13 917 |
| Start up costs CLEANBU vessels | 369 | 922 | |||
| EBIT adjusted | 1 453 | 4 348 | 3 966 | 7 551 | 13 917 |
| Reconciliation of average revenue per onhire day | Quarter ended | YAD | Year ended | ||
|---|---|---|---|---|---|
| USD 000 | 30 Jun 2019 30 Jun 2018 30 Jun 2019 30 Jun 2018 | 31 Dec 2018 | |||
| 56 393 | |||||
| Net revenues from operations of vessels | 12 607 | 14 415 | 25 933 | 27 764 | |
| Offhire compensation | (675) | (675) | (675) | ||
| IFRS 15 adjustment | 237 | 8 | 209 | 579 | 373 |
| Net revenue ex IFRS adjustment | 12 844 | 13 748 | 26 142 | 27 668 | 56 091 |
| Onhiredays | 865 | 812 | 1 703 | 1620 | 3 224 |
| Average revenue per onhire days (\$/d) | 14 854 | 16 920 | 15 352 | 17 082 | 17 398 |
| Reconciliation of opex per day | Quarter ended | YED | Year ended | ||
|---|---|---|---|---|---|
| USD 000 | 30 Jun 2019 30 Jun 2018 | 30 Jun-19 30 Jun 2018 31 Dec 2018 | |||
| Operating expenses, vessels | 6 875 | 5 064 | 13 837 | 10 010 | 21 599 |
| Start up costs CLEANBU vessels | 369 | 922 | |||
| Operating expenses, vessels adjusted | 6 506 | 5 064 | 12 915 | 10 010 | 21 487 |
| Operating days | 910 | 819 | 1 800 | 1 629 | 3 285 |
| Opex per day (\$/d) | 7 150 | 6 183 | 7 175 | 6 145 | 6 541 |
| Reconciliation of total assets to capital employed and return on capital employed (ROCE) calculation. |
Quarter ended | YTD | YTD | Year ended | ||
|---|---|---|---|---|---|---|
| USD 000 | 30 Jun 2019 | 30 Jun 2018 | 30 Jun-19 | 30 Jun 2018 | 31 Dec 2018 | |
| Total assets | 430 847 | 284 423 | 430 847 | 284 423 | 333 859 | |
| Total liabilities | 219 001 | 152 881 | 219 001 | 152 881 | 155 773 | |
| Total equity | 211 845 | 131 700 | 211 845 | 131 700 | 178 086 | |
| Total interest-bearing debt | 206 218 | 145 629 | 206 218 | 145 629 | 146 118 | |
| Capital employed | 418 064 | 277 329 | 418 064 | 277 329 | 324 204 | |
| EBIT adjusted annualised | 5 813 | 17 394 | 7 931 | 15 102 | 13 917 | |
| ROCE adjusted | 1% | 6% | 2% | 5% | 4 % | |
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