Interim Report For the Three and Nine Months Ended September 30, 2016 and 2015
Condensed Consolidated Balance Sheet ASSETS As of September 30 December 31 Note 2016 2015 Current assets Cash and cash equivalents 106,673 122,856 Accounts receivable 5,514 12,919 Prepaid expenses and other receivables 10,715 13,282 Inventories 4,428 4,496 Total current assets 127,330 153,553 Non-current assets Vessels and dry dock 4 973,307 845,245 Vessels under construction 4 41,163 96,393 Goodwill 3 6,003 6,003 Time charters acquired 3 1,045 4,141 Contract values vessels under construction 3 479 4,279 Prepaid financing fee - 920 Interests in associates 2,231 4,108 Pool working capital deposit 5 25,800 24,400 Deferred tax 303 338 Total non-current assets 1,050,331 985,827 Total assets 1,177,661 1,139,380 LIABILITIES & EQUITY Current liabilities Bank loans 6 47,355 41,340 Accounts payable 2,791 3,433 Accrued expenses and other payables 8,492 12,261 Deferred revenue 2,803 - Tax payable 1,159 68 Total current liabilities 62,600 57,102 Non-current liabilities Bank loans 6 508,782 462,973 Derivatives 11 5,219 2,702 Total non-current liabilities 514,001 465,675 Total liabilities 576,601 522,777 Shareholders' equity Issued, authorized and paid in share capital Share capital 339 339 Additional paid in capital 352,423 351,743 Treasury shares (258) (200) Accumulated profits 43,979 53,077 Cash flow hedging reserve (3,401) (1,767) Translation reserve (34) (34) Equity holders of the parent 393,048 403,158 Non-controlling interests 208,012 213,445 Total equity 601,060 616,603 Total liabilities and equity 1,177,661 1,139,380 2
Condensed Consolidated Statement of Profit For the three months ended For the nine months ended September 30 September 30 Note 2016 2015 2016 2015 Revenue Revenue 44,375 59,578 149,326 158,740 44,375 59,578 149,326 158,740 Operating expenses Vessel operating costs (18,213) (14,602) (53,234) (39,242) Technical management fee (1,255) (1,018) (3,573) (2,761) Charter hire 7 (8,146) (8,712) (24,125) (26,654) Voyage expenses (154) (220) (428) (499) Depreciation 4 (11,804) (9,062) (32,697) (23,694) General and administrative expenses 8 (3,205) (3,281) (9,149) (9,693) Total operating expenses (42,777) (36,896) (123,206) (102,543) Other operating income Other operating income 1,081 1,906 4,365 1,906 Share of associates profit 278 510 920 1,709 1,359 2,416 5,285 3,615 Operating profit 2,957 25,098 31,405 59,812 Financial expenses and income Financial expenses (5,244) (4,360) (15,378) (11,937) Financial income 5 40 40 244 Profit before tax (2,282) 20,778 16,067 48,119 Taxes (30) (104) (1,163) (696) Profit for the period (2,312) 20,674 14,904 47,423 Attributable to: Equity holders of the parent (1,501) 13,136 9,674 30,688 Non-controlling interests (811) 7,538 5,230 16,735 (2,312) 20,674 14,904 47,423 Earnings per share attributable to equity holders of the parent: Basic earnings per share (USD) 9 (0.04) 0.39 0.28 0.91 Diluted earnings per share (USD) 9 (0.04) 0.39 0.28 0.91 Shares used in computing earnings per share attributable to equity holders of the parent: Basic (in thousands) 9 33,946 33,946 33,946 33,559 Diluted (in thousands) 9 33,946 33,946 33,946 33,559 3
Condensed Consolidated Statement of Comprehensive Income For the three months ended For the nine months ended September 30 September 30 2016 2015 2016 2015 Profit for the period (2,312) 20,674 14,904 47,423 Other comprehensive (loss) Items that may be reclassified subsequently to profit or (loss): Fair value (losses) on cash flow hedges (323) (1,724) (3,328) (3,063) Reclassification to profit or (loss) related to cash flow hedges 270 270 811 270 Exchange differences on translating foreign operations - - - - Other comprehensive (loss) after tax (53) (1,454) (2,517) (2,793) Total comprehensive income (2,365) 19,220 12,387 44,630 Attributable to: Equity holders of the parent (1,535) 12,208 8,041 28,885 Non-controlling interests (830) 7,012 4,346 15,745 (2,365) 19,220 12,387 44,630 4
Condensed Consolidated Statement of Changes in Equity Attributable to the equity holders of the parent Share Additional Cash flow Noncapital paid in Accumulated Treasury hedging Translation controlling Total nominal capital profits shares reserve reserve Total interests equity Balance as of January 1, 2015 323 339,800 12,618 - - (23) 352,718 172,495 525,213 Profit for the period - - 30,688 - - - 30,688 16,735 47,423 Other comprehensive (loss) for the period - - - - (1,802) - (1,802) (991) (2,793) Total comprehensive income - - 30,688 - (1,802) - 28,885 15,744 44,629 Capital contribution 16 13,183 - - - - 13,199 20,831 34,030 Cost related to capital contribution - (850) - - - - (850) - (850) Prepaid costs relating to future share issuance - (885) - - - - (885) - (885) Purchase of treasury shares - - - (200) - - (200) - (200) Share-based compensation - - 1,891 - - - 1,891-1,891 Reallocation of non-controlling interests - 611 (666) - - - (55) 55-16 12,059 1,225 (200) - - 13,100 20,886 33,986 Balance as of September 30, 2015 339 351,859 44,532 (200) (1,802) (23) 394,705 209,125 603,830 Balance as of January 1, 2016 339 351,743 53,077 (200) (1,767) (34) 403,158 213,445 616,603 Profit for the period - - 9,674 - - - 9,674 5,230 14,904 Other comprehensive (loss) for the period - - - - (1,634) - (1,634) (883) (2,517) Total comprehensive income - - 9,674 - (1,634) - 8,040 4,347 12,387 Expensed cost relating to share issuance from previous periods - 1,048 - - - - 1,048-1,048 Purchase of treasury shares - - - (58) - - (58) - (58) Share-based compensation - - 2,027 - - - 2,027-2,027 Dividend paid, $0.592 per share - - (30,947) - - - (30,947) - (30,947) Reallocation of non-controlling interests - (368) 10,148 - - - 9,780 (9,780) - - 680 (18,772) (58) - - (18,150) (9,780) (27,930) Balance as of September 30, 2016 339 352,423 43,979 (258) (3,401) (34) 393,048 208,012 601,060 5
Condensed Consolidated Statement of Cash Flow For the nine months ended September 30 Note 2016 2015 Operating activities Profit for the period 14,904 47,423 Depreciation 4 32,697 23,694 Amortization of time charters acquired 3 3,096 3,478 Share-based compensation 2,027 1,891 Expensed cost relating to share issuance from previous periods 1,048 - Financial expenses 15,378 11,937 Tax expense 1,163 696 Share of associates profit 1,880 (1,709) 72,193 87,410 Changes in assets and liabilities: Decrease / (increase) in inventories 68 (2,358) Decrease / (increase) in accounts receivable 7,402 (2,442) Decrease / (increase) in prepaid expenses and other receivables 1,169 (10,789) (increase) in pool working capital deposit 5 (1,400) (5,550) (decrease) / increase in accounts payable (607) 3,235 (decrease) / increase in accrued expenses and other payables (2,545) 4,975 Increase in deferred income 2,803 1,227 6,890 (11,702) Financial expenses paid (16,602) (11,765) Taxes paid (37) (393) Net cash inflow from operating activities 62,444 63,550 Investing activities Payments for vessels under construction (97,552) (136,808) Payments for vessels including drydock (4,177) (142,790) Net cash (outflow) from investing activities (101,729) (279,598) Financing activities Bank loan repayment (57,080) (45,393) Draw down on credit facility 113,717 273,453 Cost relating to share issuance - (1,539) Prepaid financing fee (2,495) (4,818) Dividend paid (30,947) - Proceeds from share capital increase - 34,030 Purchase of treasury shares (58) (200) Net cash (outflow) / inflow from financing activities 23,137 255,533 Net cash flow from operating, investing and financing activities (16,148) 39,485 Cash and cash equivalents at January 1 122,856 73,746 Effects of exchange rate changes on the balance of cash held in foreign currencies (35) (35) Cash and cash equivalents at September 30 106,673 113,196 6
(All amounts other than share data are provided in thousands of U.S. dollars, unless otherwise indicated) 1 General Information Consolidated Financial Statements (the Company ) is a private limited company incorporated on October 15, 2013 in the Republic of the Marshall Islands. The Company and its subsidiaries (together, the Group ) provide seaborne transportation of petroleum products worldwide. The Company currently holds Class A Units representing approximately 64.9% of the outstanding membership interests of the Company s direct subsidiary Hafnia Tankers LLC, while the balance of Hafnia Tankers LLC s outstanding membership interests consists of exchangeable Class B and Class C Units held by existing investors representing an interest of approximately 34.8% and 0.3%, respectively, which are presented as non-controlling interests in the Company s financial statements. 2 Accounting Policies Basis of Preparation These unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2016 and 2015 have been prepared in accordance with International Accounting Standard ( IAS ) 34 Interim Financial Reporting as issued by the International Accounting Standards Board ( IASB ). Certain information and footnote disclosures required by International Financial Reporting Standards as issued by the IASB ( IFRS ) for a complete set of annual financial statements have been omitted, and therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Group s annual consolidated financial statements for the year ended December 31, 2015. Accounting Policies The same accounting policies and methods of computation have been followed in these condensed consolidated financial statements as were applied in the preparation of the Group s financial statements for the year ended December 31, 2015, except for the adoption of accounting policies required by IFRS standards effective for accounting periods beginning after January 1, 2016. The new standards have not had any material effect on the Group s financial statements. Accounting Standards and Interpretations Not Yet Adopted The IASB has issued new or revised accounting standards (IAS and IFRS) and interpretations (IFRICs) that are not compulsory for the Group in the preparation of the financial statements for the current period. None of them are expected to have a material impact on the financial reporting for the Group. 7
3 Intangible Assets Contract values vessels under Time charters Goodwill construction acquired Total Cost Balance at January 1, 2015 6,003 47,932 13,315 67,250 Addition - - - - Disposals - (21,383) (982) (22,365) Cost at December 31, 2015 6,003 26,549 12,333 44,885 Accumulated amortization Balance at January 1, 2015 - (28,673) (4,657) (33,330) Amortization - (14,980) (4,517) (19,497) Disposals - 21,383 982 22,365 Accumulated amortization at December 31, 2015 - (22,270) (8,192) (30,462) Carrying amount at December 31, 2015 6,003 4,279 4,141 14,423 Cost Balance at January 1, 2016 6,003 26,549 12,333 44,885 Addition - - - - Disposals - (16,224) - (16,224) Cost at September 30, 2016 6,003 10,325 12,333 28,661 Accumulated amortization Balance at January 1, 2016 - (22,270) (8,192) (30,462) Amortization - (3,800) (3,096) (6,896) Disposals - 16,224-16,224 Accumulated amortization at September 30, 2016 - (9,846) (11,288) (21,134) Carrying amount at September 30, 2016 6,003 479 1,045 7,527 Goodwill has been allocated for impairment testing purposes to the following cash-generating units (CGUs), shortrange ( SR ), medium-range ( MR ) and long-range 1 ( LR1 ). As of September 30, 2016, the fair value less cost to sell the LR1 fleet was greater than its carrying amount, and the value in use test for the SR and MR CGUs was greater than its carrying amount and thus no impairment losses have been recognized during the period ended September 30, 2016. Contract values for vessels under construction are related to newbuild contracts which were acquired as a result of the merger between BTS Tanker Partners Limited and Hafnia Tankers LLC on December 31, 2013 (the Combination ). The value of the contracts is added to the cost of vessels under construction on a straight line until the time when the vessels are delivered. The final vessel is expected to be delivered in the first quarter of 2017. Time charters acquired are related to time charter contracts which were acquired as a result of the Combination. The value of the contracts is amortized on a straight line over the remaining contract period. The amortization expense of USD 3,096 for the period ended September 30, 2016 is recognized as charter hire. The final time charter contract acquired is expected to run until the second quarter of 2017. 8
4 Tangible Assets Vessels under Vessels Dry dock construction Total Cost Balance at January 1, 2015 496,986 11,507 154,709 663,202 Additions 136,653 8,254 203,674 348,581 Transfers 256,390 5,600 (261,990) - Disposals - (725) - (725) Cost at December 31, 2015 890,029 24,636 96,393 1,011,058 Accumulated depreciation Balance at January 1, 2015 (32,513) (3,728) - (36,241) Depreciation (29,713) (4,191) - (33,904) Disposals - 725-725 Accumulated depreciation at December 31, 2015 (62,226) (7,194) - (69,420) Carrying amount at December 31, 2015 827,803 17,442 96,393 941,638 Cost Balance at January 1, 2016 890,029 24,636 96,393 1,011,058 Additions 328 3,849 101,352 105,529 Transfers 153,382 3,200 (156,582) - Disposals - (2,095) - (2,095) Cost at September 30 2016 1,043,739 29,590 41,163 1,114,492 Accumulated depreciation Balance at January 1, 2016 (62,226) (7,194) - (69,420) Depreciation (28,617) (4,080) - (32,697) Disposals - 2,095-2,095 Accumulated depreciation at September 30, 2016 (90,843) (9,179) - (100,022) Carrying amount at September 30, 2016 952,896 20,411 41,163 1,014,470 Vessels are pledged to secure the bank loans of the Group. In accordance with IAS 36 Impairment of Assets, the Company has determined its cash-generating units (CGUs) based on the vessel classes, namely SR, MR and LR1. As of September 30, 2016, the fair value less cost to sell of the LR1 fleet was greater than its carrying amount. However, the fair value less cost to sell of the SR and the MR vessels were less than their carrying amounts and accordingly, a value in use calculation was performed. The significant assumptions applied in determining the value in use of the SR and MR fleet are the future charter rates, vessel operating expenses and the discount rate. The Company estimated the future cash flows of the SR and MR CGUs based on a combination of the current time charter rates for the next three years and the most recent ten-year historical average for one-year time charter rates for periods thereafter. The Company estimated the operating expenses based on budgets agreed with third party technical managers for 2016 adjusted for an escalation factor. The future cash flows were then discounted to their present value. The value in use calculation was greater than the carrying amount for both SR and MR vessels and as a result of this testing, no impairment charge was recorded. Vessels under construction As of September 30, 2016, the Group has three vessels under construction. These vessels are expected to be delivered to the Group no later than the first quarter of 2017. The contractual obligation arising from these newbuild contracts amounted to USD 70,378 as of September 30, 2016. 9
5 Other Assets As of September 30 December 31 2016 2015 Deposit of working capital to the pools, long term 25,800 24,400 25,800 24,400 Participating in pools requires a deposit of working capital. The deposit ranges from USD 600 to USD 1,000 per vessel. The deposit is paid upon entrance to the pool and is repaid when the pool is exited. The amount is non-interest bearing. 6 Bank Loans In February 2016, the Group signed a USD 360,000 credit facility. The facility refinanced an existing USD 340,584 credit facility. The credit facility will mature in March 2023 and is priced at LIBOR plus a margin of 2.25%. The refinanced USD 360,000 credit facility has in accordance with IFRS 9 been treated as a modification to the previous USD 340,584 credit facility. For the nine months ended September 30, 2016, the Group drew down USD 21,000 on the USD 236,775 credit facility and USD 65,550 on the USD 360,000 credit facility to finance newbuild vessels delivered in the quarter. The interest rates on the drawn amounts are LIBOR plus a margin ranging from 2.25% to 2.60% and are to be repaid in quarterly installments with a balloon payment at the end of the seventh year. The drawn amounts are secured by first priority mortgages on vessels. The drawn amounts are subject to the following significant financial covenants: Working capital above zero A minimum liquidity above USD 10,000 and above 5% of total debt Equity above USD 100,000 and above 30% of the total assets The Group was fully compliant with all loan covenants at September 30, 2016. The Group is subject to a minimum security value clause under which the vessel values must not exceed a percentage of the debt. The Group was fully compliant with this clause at September 30, 2016. The following table summarizes the current contractual maturities of the Group s bank loans and presents the total principal amount based on the earliest date on which the Group can be required to pay. As of September 30, 2016 <1 year 1-5 years >5 years Total Bank loans 47,355 191,524 317,258 556,137 As of December 31, 2015 <1 year 1-5 years >5 years Total Bank loans 41,340 196,552 266,421 504,313 10
7 Charter Hire The table below shows the Group s time chartered-in vessel commitments as of September 30, 2016, assuming no offhire days: Optional Earliest extension Subject to Purchase Type Delivery re-delivery period profit split option MR 1-16-2014 12-24-2016 No Yes No MR 1-16-2014 2-21-2017 No Yes No MR 1-16-2014 5-11-2017 No Yes No MR 9-15-2017 9-14-2025 2 years No Yes MR 9-15-2017 9-14-2025 2 years No Yes LR1 9-15-2012 9-5-2018 No No No LR1 9-9-2012 8-29-2018 No No No Year Minimum charter hire 2016 7,025 2017 18,328 2018 19,431 2019 11,607 2020 11,639 2021 11,607 2022 11,607 2023 11,607 2024 11,639 2025 8,173 Total as of September 30, 2016 122,663 Total as of December 31, 2015 133,710 8 General and Administrative Expenses For the three months ended For the nine months ended September 30 September 30 2016 2015 2016 2015 Wages and salaries (638) (1,612) (3,514) (4,956) Outsourced functions (83) (99) (283) (252) Contributions to defined contribution plans (51) (53) (151) (150) Other social security costs (6) (6) (18) (13) Other administrative costs (277) (333) (908) (1,002) Auditors, consultants and legal fees (1,478) (548) (2,249) (1,428) (2,533) (2,651) (7,123) (7,801) Share based compensation (non-cash) (672) (630) (2,026) (1,892) (672) (630) (2,026) (1,892) (3,205) (3,281) (9,149) (9,693) 11
9 Earnings Per Share For the three months ended September 30 2016 2015 Profit for the period (USD thousand) (2,312) 20,674 Consolidated profit attributable to non-controlling interests (811) 7,538 Profit attributable to equity holders of the parent (USD thousand) (1,501) 13,136 Weighted average number of shares (in thousands) 33,946 33,946 Diluted weighted average number of shares in issue (in thousands) 33,946 33,946 Earnings per share (USD) (0.04) 0.39 Diluted earnings per share (USD) (0.04) 0.39 For the nine months ended September 30 2016 2015 Profit for the period (USD thousand) 14,904 47,423 Consolidated profit attributable to non-controlling interests 5,230 16,735 Profit attributable to equity holders of the parent (USD thousand) 9,674 30,688 Weighted average number of shares (in thousands) 33,946 33,559 Diluted weighted average number of shares in issue (in thousands) 33,946 33,559 Earnings per share (USD) 0.28 0.91 Diluted earnings per share (USD) 0.28 0.91 During the period ended September 30, 2016, potentially dilutive securities include 18,191,712 Class B Units and 162,911 Class C Units. The Class B Units and the Class C Units have not had a dilutive effect for the period ended September 30, 2016. The Class B Units and the Class C Units are exchangeable on a one-for-one basis for the Company s common shares. The Class B Units and the Class C Units are considered in computing diluted profit or loss per share on an if-converted basis. During the period ended September 30, 2016, a total of 2,300,000 warrants, 200,000 options and 34,291 Restricted Stock Units with a potential dilutive effect has been granted to employees. The warrant and options have not had a dilutive effect in 2016 as they are not in the money. 10 Categories of Financial Instruments As of September 30 December 31 2016 2015 Financial assets Cash and cash equivalents 106,673 122,856 Receivables 34,228 40,122 Financial liabilities Bank loans 556,137 504,313 Financial liabilities measured at amortised cost 8,766 12,974 Derivative instruments in designated hedge accounting relationships 5,219 2,702 12
11 Cash Flow Hedging The Group has agreements to hedge part of the interest rate exposure to comply with the adopted Risk Management Policy. The cost of the hedging instruments is paid over the period of the contracts. The fair market value of the total hedging agreements as of September 30, 2016 was negative USD 5,219. The fair market value of the hedging agreement is comprised of discounted premiums, negative USD 7,511, and the value of the hedging instruments, USD 2,292. 12 Fair Value Measurements Except for the hedge agreements entered into in the second quarter of 2015 and the first quarter of 2016, no assets or liabilities are measured at fair value after initial recognition, and the carrying values of financial instruments approximate their respective fair values. Therefore, no additional disclosure related to fair value measurement has been provided in these financial statements. 13 Subsequent Events There have not been any significant events after the balance sheet date at September 30, 2016. The Condensed Consolidated Financial Statements were authorized for issuance by the Board of Directors on November 17, 2016. 13