SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of August 2020
Commission File Number 001-32640
DHT HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Clarendon House
2 Church Street, Hamilton HM 11
Bermuda
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☑ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
Press Releases
The press release issued by DHT Holdings, Inc. (the “Company”) on August 10, 2020 related to its results for the second quarter of 2020 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Incorporation by Reference
Exhibit 99.1 to this Report on Form 6-K shall be incorporated by reference into the Company’s
registration statement on Form F-3 (file No. 333-239430), initially filed with the Securities and Exchange Commission on June 25, 2020, as amended, to the extent not superseded by information subsequently filed or furnished (to the extent the
Company expressly states that it incorporates such furnished information by reference) by the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, in each case as amended.
EXHIBIT LIST
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Exhibit
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Description
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|
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99.1
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Press Release dated August 10, 2020
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DHT Holdings, Inc. | ||||
| (Registrant) | ||||
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Date: August 10, 2020
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By:
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/s/ Laila C. Halvorsen | ||
| Name: | Laila C. Halvorsen | |||
| Title: | Chief Financial Officer | |||
Exhibit 99.1
DHT Holdings, Inc. Second Quarter 2020 Results
HAMILTON, BERMUDA, August 10, 2020 – DHT Holdings, Inc. (NYSE:DHT) (“DHT” or the “Company”) today announced:
FINANCIAL HIGHLIGHTS:
|
USD mill. (except per share)
|
Q2 2020
|
Q1 2020
|
Q4 2019
|
Q3 2019
|
Q2 2019
|
2019
|
2018
|
|
Shipping revenues
|
245.9
|
211.9
|
191.8
|
104.7
|
106.2
|
535.1
|
375.9
|
|
Adjusted net revenue1
|
202.7
|
152.5
|
141.7
|
58.9
|
61.2
|
347.6
|
214.8
|
|
Adjusted EBITDA2
|
178.0
|
128.4
|
116.3
|
36.0
|
38.0
|
254.5
|
123.2
|
|
Net income/(loss) after tax
|
135.8
|
72.2
|
75.9
|
(9.4)
|
(10.5)
|
73.7
|
(46.9)3
|
|
EPS – basic
|
0.92
|
0.49
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0.52
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(0.07)
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(0.07)
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0.51
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(0.33)
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EPS – diluted4
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0.81
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0.44
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0.47
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(0.07)
|
(0.07)
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0.51
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(0.33)
|
|
Dividend5
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0.48
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0.35
|
0.32
|
0.05
|
0.02
|
0.47
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0.11
|
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Interest bearing debt
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719.2
|
780.8
|
851.0
|
945.9
|
904.2
|
851.0
|
967.3
|
|
Cash and cash equivalents
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137.7
|
75.8
|
67.4
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115.4
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71.0
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67.4
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94.9
|
|
Net debt
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581.5
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705.0
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783.6
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830.5
|
833.2
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783.6
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872.4
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QUARTERLY HIGHLIGHTS:
| ● |
Adjusted EBITDA for the second quarter of 2020 was $178.0 million. Net income of $135.8 million equates to $0.92 per basic share. Adjusted for a non-cash change in fair value related to interest rate derivatives
of $0.4 million, net income would be $136.3 million, equivalent to $0.93 per basic share.
|
| ● |
For the second quarter of 2020, the Company declared a cash dividend of $0.48 per share of outstanding common stock, payable on September 2, 2020 to shareholders of record as of August 26, 2020. This marks the
42nd consecutive quarterly dividend. The shares will be traded ex-dividend from August 25, 2020.
|
| ● |
In June, the Company entered into a two-year time-charter agreement with an option to extend at $41,800 per day. DHT Stallion was delivered to the oil major in July and DHT currently has ten of its vessels on
time-charters, where four vessels have profit sharing structures on top of base rates, whilst the other six have fixed rates. The average of the fixed elements in these ten time-charters, i.e. of the four base rates and the six fixed rates,
is $50,673 per day.
|
| ● |
In the second quarter of 2020, the Company prepaid $59.2 million under the ABN Amro Credit Facility and the Nordea Credit Facility. The voluntary prepayments were made for all regular installments for 2021.
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| ● |
In the second quarter of 2020, the Company’s VLCCs operating in the spot market achieved $92,100 per day and the Company’s VLCCs on time-charter earned $62,700 per day achieving combined time
charter equivalent earnings for the Company’s VLCCs of $83,300 per day.
|
| ● |
Thus far in the third quarter of 2020, 61% of the available VLCC spot days have been booked at an average rate of $51,400 per day on a discharge to discharge basis. As such, the spot and time charter bookings
equal 75% of the total capacity for the third quarter and has been covered at an average rate of $51,200 per day (not including any potential profit splits on four time charters. See table I for details).
|
OPERATIONAL HIGHLIGHTS:
|
Q2 2020
|
Q1 2020
|
Q4 2019
|
Q3 2019
|
Q2 2019
|
2019
|
2018
|
|
|
Operating days6
|
2,457.0
|
2,457.0
|
2,484.0
|
2,484.0
|
2,457.0
|
9,855.0
|
9,810.7
|
|
Scheduled off hire days
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5.8
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49.1
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55.0
|
157.0
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140.7
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352.6
|
95.2
|
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Unscheduled off hire days
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16.2
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38.9
|
5.5
|
13.0
|
3.4
|
33.9
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9.6
|
|
Revenue days7
|
2,435.0
|
2,369.0
|
2,423.5
|
2,314.0
|
2,312.9
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9,468.5
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9,705.9
|
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Spot exposure8
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70.1%
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84.2%
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81.5 %
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82.2 %
|
85.2 %
|
83.1 %
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73.2 %
|
| ● |
86% of the scheduled off hire days in the quarter were related to crew changes.
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| ● |
As of June 30, 2020, DHT had a fleet of 27 VLCCs. The total dwt of the fleet is 8,360,850. For more details on the fleet, please refer to the web site: http://dhtankers.com/index.php?name=About_DHT%2FFleet.html.
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SUBSEQUENT EVENT HIGHLIGHTS:
| ● |
In July, the Company announced that it has sent notice to redeem all of the Company’s outstanding 4.5% Convertible Senior Notes due 2021, on August 21, 2020, at a price equal to 100% of the principal amount plus
accrued and unpaid interest. The securities may be converted into shares of common stock at any time before the close of business on August 20, 2020 and the conversion rate is 187.0208 shares of common stock per $1,000 principal amount of
securities.
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OTHER:
| ● |
The Covid-19 virus outbreak is impacting our business in several ways. The main operational challenge relates to our seafarers and our ability to change crews at regular intervals. This is resulting in crews
staying onboard longer than planned, awaiting opportunities to go ashore and for replacements to come onboard. Our crew is demonstrating cooperation and understanding to support continuation of our services. We have managed to gradually
recommence crew changes and expect to continue this effort going forward albeit still with challenges as only limited geographical areas support these operations. So far, we have had limited negative impact in this regard. Lastly, the virus
outbreak has impacted global consumption of refined oil products imposing a build-up of shore-based inventories of both feedstock and end products, resulting in bottlenecks and delays to discharge cargoes in ports.
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2
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Table I: Outlook Q3 2020 - Adjusted net revenue
USD mill. (except no. of days and rate per day)
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|||||
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All numbers are estimates
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No. of days
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Rate TCE/day
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Adjusted
net revenue1
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||
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Time charter, estimate *)
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894
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$ |
50,900
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$
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45.5
|
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Fixed spot business, estimate
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918
|
$ |
51,400
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$
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47.2
|
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Sum/average
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1,812
|
$ |
51,200
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$
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92.7
|
|
Open revenue days
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595
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||||
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Expected off hire days
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77
|
||||
*) Number of days is estimated as there is uncertainty as to exact dates for entering and exiting the time charters. Please also note that the rates are base rates only - no potential profit splits are included.
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Table II: Interest bearing debt - Notional amount
USD mill.
|
||||
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Opening balance January 1, 2020
|
$
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866.0
|
||
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Scheduled repayments
|
$
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(31.9)
|
||
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Prepayment
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$
|
(116.9)
|
||
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Issuance
|
$
|
13.5
|
||
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Balance notional debt as of August 10, 2020
|
$
|
730.6
|
||
*) Please also see Note 4 – Interest bearing debt
Footnotes:
1Shipping revenues net of voyage expenses.
2 Shipping revenues net of voyage expenses, vessel operating expenses and general and administrative
expenses. As showed in the table for reconciliation of non-GAAP measures.
32018 includes impairment charge of $3.5 million related to the sale of DHT Cathy and DHT Sophie.
4Diluted shares include the dilutive effect of the convertible senior notes and restricted shares
granted to management and members of the board of directors.
5Per common share.
6Operating days are the aggregate number of calendar days in the period in which the vessels are owned
by the Company or chartered by the Company.
7Revenue days are the aggregate number of calendar days in the period in which the vessels are owned
by the Company or chartered by the Company less days on which a vessel is off hire.
8 As % of total operating days in period.
3
SECOND QUARTER 2020 FINANCIALS
The Company reported shipping revenues for the second quarter of 2020 of $245.9 million compared to shipping revenues of $106.2 million in the second quarter of 2019. The increase from the 2019 period to the 2020 period includes $134.1 million attributable to higher tanker rates and $5.6 million attributable to change in total revenue days. The increase in total revenue days was a result
of scheduled off hire in connection with the scrubber retrofit project in 2019.
Voyage expenses for the second quarter of 2020 were $43.2 million, compared to voyage expenses of $45.0 million in the second quarter of 2019. The decrease was mainly due to a $4.9
million decrease in bunker expenses partially offset by a $1.6 million increase in broker commission and a $1.2 million increase related to voyage expenses which are capitalized and amortized under IFRS 15.
Vessel operating expenses for the second quarter of 2020 were $19.7 million, equal to $8,000 per day, compared to $19.1 million in the second quarter of 2019. The increase was mainly
related to up storing of spares and consumables in relation to IMO2020. The average operating cost for FY 2019 was $7,900 per day.
Depreciation and amortization, including depreciation of capitalized survey expenses, was $30.8 million for the second quarter of 2020, compared to $27.7 million in the second
quarter of 2019. The increase was mainly due to depreciation related to scrubbers of $2.7 million.
General & administrative expense (“G&A”) for the second quarter of 2020 was $5.0 million, consisting of $3.1 million cash and $1.9 million non-cash charges, compared to $4.0
million in the second quarter of 2019, consisting of $3.1 million cash and $0.9 million non-cash charges. Non-cash G&A includes accrual for social security tax.
Net financial expenses for the second quarter of 2020 were $11.2 million compared to $20.7 million in the second quarter of 2019. The decrease was due to a non-cash loss of $0.4 million related to interest rate derivatives in the second quarter of 2020 compared to a non-cash loss of $7.0 million in the second quarter of 2019 in addition to a decrease of $2.9 million in
interest expenses due to reduced outstanding debt and a reduction in Libor.
The Company had net income in the second quarter of 2020 of $135.8 million, or income of $0.92 per basic share and $0.81 per diluted share, compared to net loss in the second quarter
of 2019 of $10.5 million, or loss of $0.07 per basic share and $0.07 per diluted share. The change from the 2019 period to the 2020 period was mainly due to higher tanker rates.
Net cash provided by operating activities for the second quarter of 2020 was $186.6 million compared to net cash provided by operating activities of $47.6 million for
the second quarter of 2019. The change is mainly due to net income of $135.8 million in the second quarter of 2020 compared to net loss of $10.5 million in the second quarter of 2019 partially offset by $4.6
million related to changes in operating assets and liabilities and $2.8 million related to items included in net income not affecting cash flows.
Net cash used in investing activities was $9.7 million in the second quarter of 2020 and was mainly related to investment in vessels. Net cash used in investing activities was $17.8
million in the second quarter of 2019 and was related to investment in vessels, predominantly retrofitting of exhaust cleaning systems.
Net cash used in financing activities for the second quarter of 2020 was $115.0 million comprising $59.2 million related to prepayment of long-term debt, $51.5 million related to
cash dividend paid and $17.7 million related to scheduled repayment of long-term debt, partially offset by $13.5 million related to issuance of long-term debt. Net cash used in financing activities for the second quarter of 2019 was $28.1 million
comprising $16.7 million related to scheduled repayment of long-term debt and $11.4 million related to cash dividend paid.
As of June 30, 2020, the cash balance was $137.7 million, compared to $67.4 million as of December 31, 2019.
The Company monitors its covenant compliance on an ongoing basis. As of the date of the most recent compliance certificates submitted for the second quarter of 2020, the Company is
in compliance with its financial covenants.
4
As of June 30, 2020, the Company had 147,420,931 shares of common stock outstanding compared to 146,819,401 shares as of December 31, 2019.
The Company declared a cash dividend of $0.48 per common share for the second quarter of 2020 payable on September 2, 2020 for shareholders of record as of
August 26, 2020.
FIRST HALF 2020 FINANCIALS
The Company reported shipping revenues for the first half of 2020 of $457.9 million compared to $238.5 million in the first half of 2019. The increase from the 2019 period to the
2020 period includes $215.7 million attributable to higher tanker rates and $3.7 million attributable to increased total revenue days.
Voyage expenses for the first half of 2020 were $102.6 million compared to voyage expenses of $91.5 million in the first half of 2019. The increase was mainly due to a $4.3 million
increase related to voyage expenses which are capitalized and amortized under IFRS 15, $3.0 million increase in bunker expenses, $2.5 million increase in broker commission and $1.6 million increase in port expenses.
Vessel operating expenses for the first half of 2020 were $39.5 million, compared to $37.1 million in the first half of 2019. The increase was mainly related to up storing of spares
and consumables in relation to IMO2020.
Depreciation and amortization, including depreciation of capitalized survey expenses, was $61.1 million for the first half of 2020, compared to $55.3 million in the first half of
2019. The increase was mainly due to depreciation related to scrubbers of $5.0 million.
G&A for the first half of 2020 was $9.3 million, consisting of $6.5 million cash and $2.8 million non-cash, compared to $7.7 million, consisting of $6.5 million cash and $1.2
million non-cash for the first half of 2019.
Net financial expenses for the first half of 2020 were $36.7 million, compared to $39.6 million in the first half of 2019. The decrease was due to a $5.3 million
decrease in interest expenses due to reduced outstanding debt and a reduction in Libor partially offset by a non-cash loss of $13.1 million related to interest rate derivatives in the first half of 2020 compared
to a non-cash loss of $11.4 million in the first half of 2019.
The Company had net income for the first half of 2020 of $208.0 million, or income of $1.41 per basic share and $1.26 per diluted share compared to net income of $7.2
million, or income of $0.05 per basic share and $0.05 per diluted share in the first half of 2019. The difference between the two periods mainly reflects higher tanker rates.
Net cash provided by operating activities for the first half of 2020 was $317.2 million compared to $84.3 million for the
first half of 2019. The increase was mainly due to net income of $208.0 million in the first half of 2020 compared to net income of $7.2 million in the first half of 2019, $23.3 million related to changes in operating
assets and liabilities and $8.8 million related to items included in net income not affecting cash flows.
Net cash used in investing activities for the first half of 2020 was $12.8 million comprising $12.4 million related to investment in vessels and $0.4 million related to investment in
property, plant and equipment. Net cash used in investing activities for the first half of 2019 was $19.3 million related to investment in vessels, predominantly retrofitting of exhaust cleaning systems.
Net cash used in financing activities for the first half of 2020 was $234.1 million comprising $116.9 million related to prepayment of long-term debt, $98.5 million related to cash
dividends paid and $31.9 million related to scheduled repayment of long-term debt, partially offset by $13.5 million related to issuance of long-term debt. Net cash used in financing activities for the first half of 2019 was $89.0 million comprising
$35.0 million related to prepayment of long-term debt, $32.1 million related to scheduled repayment of long-term debt, $18.5 million related to cash dividends paid and $3.2 million related to repurchase of shares.
As of June 30, 2020, our cash balance was $137.7 million, compared to $67.4 million as of December 31, 2019.
As of June 30, 2020, the Company had 147,420,931 shares of our common stock outstanding compared to 142,418,941 as of June 30, 2019.
5
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
The Company assesses the financial performance of its business using a variety of measures. Certain of these measures are termed “non-GAAP measures” because they exclude amounts that are included in, or include amounts
that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These non-GAAP measures include “Adjusted Net
Revenue”, “Adjusted EBITDA” and “Adjusted spot time charter equivalent per day”. The Company believes that these non-GAAP measures provide useful supplemental information for its investors and, when considered together with the Company’s IFRS
financial measures and the reconciliation to the most directly comparable IFRS financial measure, provide a more complete understanding of the factors and trends affecting the Company’s operations. In addition, the DHT’s management measures the
financial performance of the Company, in part, by using these non-GAAP measures, along with other performance metrics. The Company does not regard these non-GAAP measures as a substitute for, or as superior to, the equivalent measures calculated and
presented in accordance with IFRS. Additionally, these non-GAAP measures may not be comparable to other similarly titled measures used by other companies and should not be considered in isolation or as a substitute for analysis of the Company’s
operating results as reported under IFRS.
|
USD in thousands except time charter equivalent per day
|
Q2 2020
|
Q1 2020
|
Q4 2019
|
Q3 2019
|
Q2 2019
|
2019
|
2018
|
|
Reconciliation of adjusted net revenue
|
|||||||
|
Shipping revenues
|
245,942
|
211,508
|
191,335
|
104,740
|
106,188
|
535,068
|
375,941
|
|
Voyage expenses
|
(43,220)
|
(59,385)
|
(50,140)
|
(45,847)
|
(45,021)
|
(187,500)
|
(161,891)
|
|
Adjusted net revenue
|
202,721
|
152,524
|
141,695
|
58,893
|
61,168
|
347,568
|
214,050
|
|
Reconciliation of adjusted EBITDA
|
|||||||
|
Net income/(loss) after tax
|
135,824
|
72,158
|
75,862
|
(9,391)
|
(10,513)
|
73,680
|
(46,927)
|
|
Income tax expense
|
152
|
426
|
20
|
15
|
61
|
131
|
83
|
|
Other financial (income)/expenses
|
147
|
925
|
350
|
661
|
400
|
1,790
|
4,943
|
|
Fair value (gain)/loss on derivative financial liabilities
|
444
|
12,644
|
(2,990)
|
1,510
|
6,979
|
9,863
|
5,191
|
|
Interest expense
|
11,022
|
12,226
|
13,016
|
13,807
|
13,961
|
55,332
|
54,211
|
|
Interest income
|
(98)
|
(99)
|
(357)
|
(113)
|
(444)
|
(1,077)
|
(345)
|
|
Share of profit from associated companies
|
(303)
|
(206)
|
(267)
|
(158)
|
(162)
|
(852)
|
(858)
|
|
(Profit)/loss, sale of vessel
|
–
|
–
|
–
|
–
|
–
|
–
|
(75)
|
|
Impairment charges
|
–
|
–
|
–
|
–
|
–
|
–
|
3,500
|
|
Depreciation and amortization
|
30,774
|
30,326
|
30,663
|
29,656
|
27,713
|
115,584
|
103,476
|
|
Adjusted EBITDA
|
177,962
|
128,401
|
116,298
|
35,987
|
37,994
|
254,452
|
123,198
|
|
Reconciliation of adjusted spottime charter equivalent per day*
|
|||||||
|
Spot time charter equivalent per day
|
92,100
|
66,400
|
59,200
|
||||
|
IFRS 15 impact on spot time charter equivalent per day
|
(4,900)
|
(900)
|
4,700
|
||||
|
Adjusted spot time charter equivalent per day
|
87,200
|
65,500
|
63,900
|
* Per revenue days. Revenue days are the aggregate number of calendar days in the period in which the vessels are owned by the Company or chartered by the Company less days on which a
vessel is off hire.
EARNINGS CONFERENCE CALL AND WEBCAST INFORMATION
The Company will host a conference call and webcast which will include a slide presentation at 8:00 a.m. EST/14:00 CET on Tuesday August 11, 2020 to discuss the results for the quarter.
All shareholders and other interested parties are invited to join the conference call, which may be accessed by calling +1 646 741 3167 within the United States, 21 56 30 15 within Norway
and +44 (0) 207 192 8338 for international callers. The passcode is “1249655”.
The webcast, which will include a slide presentation, will be available on the following link:
https://edge.media-server.com/mmc/p/i54k3tis
and can also be accessed in the Investor Relations section on DHT's website at http://www.dhtankers.com.
6
An audio replay of the conference call will be available until August 18, 2020 1:00 p.m. EST/19:00 CET.
To access the replay, dial +1 917 677 7532 within the United States, 21 03 42 35 within Norway or +44 (0) 333 300 9785 for
international callers and enter “1249655” as the pass code.
ABOUT DHT HOLDINGS, INC.
DHT is an independent crude oil tanker company. Our fleet trades internationally and consists of crude oil tankers in the VLCC segment. We operate through our integrated management
companies in Monaco, Singapore and Oslo, Norway. You shall recognize us by our business approach with an experienced organization with focus on first rate operations and customer service, quality ships built at quality shipyards, prudent capital
structure to accommodate staying power through the business cycles, a combination of market exposure and fixed income contracts for our fleet, a counter cyclical philosophy with respect to investments, employment of our fleet and capital allocation
and a transparent corporate structure maintaining a high level of integrity and good governance. For further information: www.dhtankers.com.
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements and information relating to the Company that are based on beliefs of the Company's management as well as assumptions, expectations, projections, intentions
and beliefs about future events, in particular regarding dividends (including our dividend plans, timing and the amount and growth of any dividends), daily charter rates, vessel utilization, the future number of newbuilding deliveries, oil prices and
seasonal fluctuations in vessel supply and demand. When used in this document, words such as "believe," "intend," "anticipate," "estimate," "project," "forecast," "plan," "potential," "will," "may," "should" and "expect" and similar expressions are
intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements reflect the Company's current views with respect to future events and are based on assumptions and subject to risks and
uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent the Company's estimates and assumptions only as of the date of this press release and are
not intended to give any assurance as to future results. For a detailed discussion of the risk factors that might cause future results to differ, please refer to the Company's Annual Report on Form 20-F, filed with the Securities and Exchange
Commission on March 25, 2020.
The Company undertakes no obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, except as required by
law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and the Company's actual results could differ materially from those anticipated in these forward-looking
statements.
CONTACT:
Laila C. Halvorsen, CFO
Phone: +1 441 295 1422 and +47 984 39 935
E-mail: lch@dhtankers.com
Wilhelm Flinder, Manager, Investor Relations & Business Analysis
Phone: +1 441 295 1422 and +47 936 11 350
E-mail: wf@dhtankers.com
7
DHT HOLDINGS, INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2020
8
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
($ in thousands)
|
|
Note
|
|
June 30, 2020
|
|
December 31, 2019
|
|
ASSETS
|
|||||
|
Current assets
|
|||||
|
Cash and cash equivalents
|
$
|
137,717
|
67,356
|
||
|
Accounts receivable and accrued revenues
|
97,429
|
107,848
|
|||
|
Capitalized voyage expenses
|
1,680
|
4,151
|
|||
|
Prepaid expenses
|
4,941
|
4,846
|
|||
|
Bunkers, lube oils and consumables
|
19,501
|
34,085
|
|||
|
Total current assets
|
$
|
261,267
|
218,286
|
||
|
|
|||||
|
Non-current assets
|
|||||
|
Vessels and time charter contracts
|
5
|
$
|
1,534,864
|
1,589,444
|
|
|
Advances for vessel upgrades
|
5
|
18,004
|
11,652
|
||
|
Other property, plant and equipment
|
4,670
|
3,065
|
|||
|
Investment in associate company
|
5,182
|
4,772
|
|||
|
Total non-current assets
|
$
|
1,562,720
|
1,608,932
|
||
|
|
|||||
|
TOTAL ASSETS
|
$
|
1,823,988
|
1,827,218
|
||
|
|
|||||
|
LIABILITIES AND EQUITY
|
|||||
|
Current liabilities
|
|||||
|
Accounts payable and accrued expenses
|
$
|
16,510
|
23,998
|
||
|
Derivative financial liabilities
|
4
|
9,238
|
4,320
|
||
|
Current portion long-term debt
|
4
|
72,040
|
100,385
|
||
|
Other current liabilities
|
615
|
605
|
|||
|
Deferred shipping revenues
|
9
|
10,381
|
930
|
||
|
Total current liabilities
|
$
|
108,783
|
130,239
|
||
|
|
|||||
|
Non-current liabilities
|
|||||
|
Long-term debt
|
4
|
$
|
647,179
|
750,586
|
|
|
Derivative financial liabilities
|
4
|
19,450
|
11,279
|
||
|
Other non-current liabilities
|
3,625
|
2,664
|
|||
|
Total non-current liabilities
|
$
|
670,255
|
764,530
|
||
|
|
|||||
|
TOTAL LIABILITIES
|
$
|
779,038
|
894,768
|
||
|
|
|||||
|
Equity
|
|||||
|
Common stock at par value
|
6
|
$
|
1,474
|
1,468
|
|
|
Additional paid-in capital
|
6
|
1,171,920
|
1,169,537
|
||
|
Accumulated deficit
|
(130,712)
|
(240,165)
|
|||
|
Translation differences
|
(25)
|
73
|
|||
|
Other reserves
|
2,284
|
1,531
|
|||
|
Total equity attributable ot the Company
|
1,044,941
|
932,444
|
|||
|
Non-controlling interest
|
9
|
5
|
|||
|
Total equity
|
$
|
1,044,950
|
932,449
|
||
|
|
|||||
|
TOTAL LIABILITIES AND EQUITY
|
$
|
1,823,988
|
1,827,218
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
9
CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)
($ in thousands except per share amounts)
|
|
|
|
Q2 2020
|
Q2 2019
|
|
1H 2020
|
1H 2019
|
|
|
Note
|
|
Apr. 1 - Jun. 30, 2020
|
Apr. 1 - Jun. 30, 2019
|
|
Jan. 1 - Jun. 30, 2020
|
Jan. 1 - Jun. 30, 2019
|
|
Shipping revenues
|
|
$
|
245,942
|
106,188
|
457,850
|
238,493
|
|
|
|
|
|
|||||
|
Operating expenses
|
|
|
|||||
|
Voyage expenses
|
|
|
(43,220)
|
(45,021)
|
(102,605)
|
(91,513)
|
|
|
Vessel operating expenses
|
|
|
(19,721)
|
(19,147)
|
(39,548)
|
(37,068)
|
|
|
Depreciation and amortization
|
5
|
|
(30,774)
|
(27,713)
|
(61,100)
|
(55,265)
|
|
|
General and administrative expense
|
|
|
(5,039)
|
(4,026)
|
(9,334)
|
(7,746)
|
|
|
Total operating expenses
|
|
$
|
(98,754)
|
(95,907)
|
(212,587)
|
(191,592)
|
|
|
|
|
|
|||||
|
|
|
|
|||||
|
Operating income
|
|
$
|
147,188
|
10,281
|
245,263
|
46,901
|
|
|
|
|
|
|||||
|
Share of profit from associated companies
|
|
|
303
|
162
|
510
|
427
|
|
|
Interest income
|
|
|
98
|
444
|
196
|
607
|
|
|
Interest expense
|
|
|
(11,022)
|
(13,961)
|
(23,249)
|
(28,508)
|
|
|
Fair value gain/(loss) on derivative financial liabilities
|
|
|
(444)
|
(6,979)
|
(13,088)
|
(11,343)
|
|
|
Other financial (expense)/income
|
|
|
(147)
|
(400)
|
(1,072)
|
(778)
|
|
|
Profit/(loss) before tax
|
|
$
|
135,976
|
(10,453)
|
208,560
|
7,305
|
|
|
|
|
|
|||||
|
Income tax expense
|
|
|
(152)
|
(61)
|
(577)
|
(96)
|
|
|
Net income/(loss) after tax
|
|
$
|
135,824
|
(10,513)
|
207,982
|
7,209
|
|
|
Attributable to owners of non-controlling interest
|
|
|
5
|
-
|
4
|
-
|
|
|
Attributable to the owners of parent
|
|
$
|
135,819
|
(10,513)
|
207,979
|
7,209
|
|
|
|
|
|
|||||
|
|
|
|
|||||
|
Basic net income/(loss) per share
|
|
|
0.92
|
(0.07)
|
1.41
|
0.05
|
|
|
Diluted net income/(loss) per share
|
|
|
0.81
|
(0.07)
|
1.26
|
0.05
|
|
|
|
|
|
|||||
|
Weighted average number of shares (basic)
|
|
|
147,152,294
|
142,138,112
|
147,046,601
|
142,311,741
|
|
|
Weighted average number of shares (diluted)
|
|
|
169,954,997
|
142,249,757
|
169,248,476
|
142,369,835
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
10
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
($ in thousands except per share amounts)
|
|
|
|
Q2 2020
|
Q2 2019
|
1H 2020
|
1H 2019
|
|||
|
|
Note
|
|
Apr. 1 - Jun. 30, 2020
|
Apr. 1 - Jun. 30, 2019
|
Jan. 1 - Jun. 30, 2020
|
Jan. 1 - Jun. 30, 2019
|
|||
|
Net income/(loss) after tax
|
|
$
|
135,824
|
(10,513)
|
207,982
|
7,209
|
|||
|
|
|
|
|||||||
|
Other comprehensive income/(loss):
|
|
|
|||||||
|
Items that will not be reclassified subsequently to income statement:
|
|
|
|||||||
|
Remeasurement of defined benefit obligation (loss)
|
|
|
–
|
–
|
–
|
–
|
|||
|
Total
|
|
$
|
–
|
–
|
|||||
|
Items that may be reclassified subsequently to income statement:
|
|
|
|||||||
|
Exchange gain/(loss) on translation of foreign currency
|
|
|
|||||||
|
denominated associate and subsidiary
|
|
|
63
|
6
|
(98)
|
20
|
|||
|
Total
|
|
$
|
63
|
6
|
(98)
|
20
|
|||
|
|
|
|
|||||||
|
Other comprehensive income/(loss)
|
|
$
|
63
|
6
|
(98)
|
20
|
|||
|
|
|
|
|||||||
|
Total comprehensive income/(loss) for the period
|
|
$
|
135,887
|
(10,507)
|
207,884
|
7,230
|
|||
|
|
|
|
|||||||
|
Attributable to owners of non-controlling interest
|
|
$
|
5
|
–
|
4
|
–
|
|||
|
Attributable to the owners of parent
|
|
$
|
135,882
|
(10,507)
|
207,880
|
7,230
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
11
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
($ in thousands)
|
|
|
|
Q2 2020
|
|
Q2 2019
|
|
1H 2020
|
|
1H 2019
|
|
|
Note
|
|
Apr. 1 - Jun. 30, 2020
|
|
Apr. 1 - Jun. 30, 2019
|
|
Jan. 1 - Jun. 30, 2020
|
|
Jan. 1 - Jun. 30, 2019
|
|
CASH FLOW FROM OPERATING ACTIVITIES
|
|
|
|||||||
|
Net income / (loss) after tax
|
|
$
|
135,824
|
(10,513)
|
207,982
|
7,209
|
|||
|
|
|
|
|||||||
|
Items included in net income not affecting cash flows
|
|
|
34,621
|
37,445
|
80,446
|
71,639
|
|||
|
Depreciation and amortization
|
5
|
|
30,774
|
27,713
|
61,100
|
55,265
|
|||
|
Amortization of upfont fees
|
|
|
1,833
|
2,014
|
3,625
|
4,020
|
|||
|
Fair value (gain) / loss on derivative financial liabilities
|
4
|
|
444
|
6,979
|
13,088
|
11,343
|
|||
|
Compensation related to options and restricted stock
|
|
|
1,874
|
901
|
3,142
|
1,439
|
|||
|
Share of profit in associated companies
|
|
|
(303)
|
(162)
|
(510)
|
(427)
|
|||
|
Income adjusted for non-cash items
|
|
$
|
170,446
|
26,932
|
288,429
|
78,849
|
|||
|
|
|
|
|||||||
|
Changes in operating assets and liabilities
|
|
|
16,132
|
20,717
|
28,811
|
5,484
|
|||
|
Accounts receivable and accrued revenues
|
8
|
|
(11,396)
|
23,944
|
10,418
|
17,854
|
|||
|
Capitalized voyage expenses
|
|
|
2,398
|
1,356
|
2,471
|
(1,101)
|
|||
|
Prepaid expenses
|
|
|
(362)
|
6,802
|
(521)
|
674
|
|||
|
Accounts payable and accrued expenses
|
|
|
(1,707)
|
(7,325)
|
(7,556)
|
(6,666)
|
|||
|
Deferred shipping revenues
|
|
|
10,381
|
-
|
9,451
|
-
|
|||
|
Bunkers, lube oils and consumables
|
|
|
16,779
|
(4,087)
|
14,585
|
(5,347)
|
|||
|
Pension liability
|
|
|
40
|
28
|
(38)
|
71
|
|||
|
Net cash provided by operating activities
|
|
$
|
186,578
|
47,648
|
317,240
|
84,333
|
|||
|
|
|
|
|||||||
|
CASH FLOW FROM INVESTING ACTIVITIES
|
|
|
|||||||
|
Investment in vessels
|
|
|
(9,648)
|
(17,834)
|
(12,417)
|
(19,334)
|
|||
|
Investment in property, plant and equipment
|
|
|
(34)
|
(7)
|
(345)
|
(12)
|
|||
|
Net cash used in investing activities
|
|
$
|
(9,682)
|
(17,842)
|
(12,761)
|
(19,347)
|
|||
|
|
|
|
|||||||
|
CASH FLOW FROM FINANCING ACTIVITIES
|
|
|
|||||||
|
Cash dividends paid
|
7
|
|
(51,503)
|
(11,365)
|
(98,526)
|
(18,496)
|
|||
|
Repayment principal element of lease liability
|
|
|
(85)
|
(57)
|
(213)
|
(113)
|
|||
|
Issuance of long-term debt
|
4
|
|
13,500
|
–
|
13,500
|
(1)
|
|||
|
Purchase of treasury shares
|
7
|
|
–
|
–
|
–
|
(3,248)
|
|||
|
Issuance of convertible bonds
|
6
|
|
–
|
(7)
|
–
|
(7)
|
|||
|
Scheduled repayment of long-term debt
|
4
|
|
(17,744)
|
(16,694)
|
(31,938)
|
(32,088)
|
|||
|
Prepayment of long-term debt
|
4
|
|
(59,178)
|
–
|
(116,940)
|
(35,000)
|
|||
|
Net cash used in financing activities
|
|
$
|
(115,011)
|
(28,122)
|
(234,117)
|
(88,952)
|
|||
|
|
|
|
|||||||
|
Net increase/(decrease) in cash and cash equivalents
|
|
|
61,885
|
1,685
|
70,361
|
(23,966)
|
|||
|
Cash and cash equivalents at beginning of period
|
|
|
75,832
|
69,293
|
67,356
|
94,944
|
|||
|
Cash and cash equivalents at end of period
|
|
$
|
137,717
|
70,978
|
137,717
|
70,978
|
|||
|
|
|
|
|||||||
|
Specification of items included in operating activities:
|
|
|
|||||||
|
Interest paid
|
|
|
8,506
|
11,706
|
20,008
|
25,774
|
|||
|
Interest received
|
|
|
98
|
444
|
196
|
607
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
12
SUMMARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
($ in thousands except shares)
|
Note
|
Shares
|
Stock
|
Paid-in Additional Capital
|
Treasury Shares
|
Accumulated Deficit
|
Translation Differences
|
Other Reserves
|
Non-Controlling Interest
|
Total Equity
|
|||||||||
|
Balance at January 1, 2019
|
142,700,046
|
$
|
1,427
|
$
|
1,145,107
|
$
|
(1,364)
|
$
|
(285,383)
|
$
|
32
|
$
|
1,848
|
$
|
-
|
$
|
861,668
|
|
|
Net income/(loss) after tax
|
7,209
|
7,209
|
||||||||||||||||
|
Other comprehensive income
|
-
|
20
|
20
|
|||||||||||||||
|
Total comprehensive income
|
7,209
|
20
|
7,230
|
|||||||||||||||
|
Cash dividends declared and paid
|
(18,496)
|
(18,496)
|
||||||||||||||||
|
Purchase of treasury shares
|
(3,248)
|
(3,248)
|
||||||||||||||||
|
Retirement of treasury shares
|
(1,061,241)
|
(11)
|
(4,602)
|
4,612
|
-
|
|||||||||||||
|
Compensation related to options and restricted stock
|
780,136
|
8
|
2,594
|
(1,163)
|
1,439
|
|||||||||||||
|
Balance at June 30, 2019
|
142,418,941
|
$
|
1,424
|
$
|
1,143,100
|
$
|
–
|
$
|
(296,670)
|
$
|
52
|
$
|
685
|
$
|
–
|
$
|
848,591
|
|
|
|
||||||||||||||||||
|
|
||||||||||||||||||
|
Balance at January 1, 2020
|
146,819,401
|
$
|
1,468
|
$
|
1,169,537
|
$
|
–
|
$
|
(240,165)
|
$
|
73
|
$
|
1,531
|
$
|
5
|
$
|
932,449
|
|
|
Net income/(loss) after tax
|
207,979
|
4
|
207,982
|
|||||||||||||||
|
Other comprehensive income/(loss)
|
–
|
(98)
|
(98)
|
|||||||||||||||
|
Total comprehensive income/(loss)
|
207,979
|
(98)
|
4
|
207,884
|
||||||||||||||
|
Cash dividends declared and paid
|
(98,526)
|
(98,526)
|
||||||||||||||||
|
Compensation related to options and restricted stock
|
601,530
|
6
|
2,383
|
753
|
3,142
|
|||||||||||||
|
Balance at June 30, 2020
|
147,420,931
|
$
|
1,474
|
$
|
1,171,920
|
$
|
–
|
$
|
(130,712)
|
$
|
(25)
|
$
|
2,284
|
$
|
9
|
$
|
1,044,950
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
13
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2020
Note 1 – General information
DHT Holdings, Inc. (“DHT” or the “Company”) is a company incorporated under the laws of the Marshall Islands whose shares are listed on the New York Stock Exchange. The Company’s
principal executive office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The Company is engaged in the ownership and operation of a fleet of crude oil carriers.
The financial statements were approved by the Company’s Board of Directors (the “Board”) on August 5, 2020 and authorized for issue on August 10, 2020.
Note 2 – General accounting principles
The condensed consolidated interim financial statements do not include all information and disclosure required in the annual financial statements and should be read in conjunction
with DHT’s audited consolidated financial statements included in its Annual Report on Form 20-F for 2019. The interim results are not necessarily indicative of the results for the entire year or for any future periods.
The interim condensed financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board
(“IASB”).
The interim condensed financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair value. The
accounting policies that have been followed in these interim condensed financial statements are the same as presented in the 2019 audited consolidated financial statements.
These interim condensed consolidated financial statements have been prepared on a going concern basis.
Application of new and revised International Financial Reporting Standards (“IFRSs”)
New and revised IFRSs, and interpretations mandatory for the first time for the financial year beginning January 1, 2020 are listed below. The adoption did not have any effect on the
financial statements:
| o |
IFRS 17 Insurance Contracts
|
| o |
Amendments to IFRS 9, IAS 39 and IFRS 7
|
| o |
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associates or Joint Venture
|
| o |
Amendments to IFRS 3 Definition of a business
|
| o |
Amendments to IAS 1 and IAS 8 Definition of material
|
| o |
Conceptual Framework Amendments to References to the Conceptual Framework in IFRS Standards
|
Note 3 – Segment reporting
Since DHT’s business is limited to operating a fleet of crude oil tankers, management has organized the entity as one segment based upon the service provided. Consequently, the
Company has one operating segment as defined in IFRS 8, Operating Segments.
The below table details the Company’s shipping revenues:
|
$ in thousands
|
|
Q2 2020
|
Q2 2019
|
|
1H 2020
|
1H 2019
|
|
Time charter revenues*
|
|
46,640
|
9,718
|
67,802
|
23,499
|
|
|
Voyage charter revenues
|
|
199,302
|
96,470
|
390,048
|
214,994
|
|
|
Shipping revenues
|
|
245,942
|
106,188
|
457,850
|
238,493
|
14
*Time charter revenue is presented in accordance with IFRS 16 Leases, while the portion of time charter revenue related to technical management services, equaling
$6.8 million in the second quarter of 2020, $3.6 million in the second quarter of 2019, $10.3 million in the first half of 2020 and $7.6 million the first half of 2019 is presented in accordance with IFRS 15 Revenue from Contracts with Customers.
As of June 30, 2020, the Company had 27 vessels in operation; 9 vessels were on time charters and 18 vessels operating in the spot market.
Information about major customers:
For the period from April 1, 2020 to June 30, 2020 five customers represented $27.0 million, $25.4 million, $20.7 million, $20.5 million and $19.2 million, respectively, of the
Company’s revenues. The five customers in aggregate represented $112.8 million, equal to 46 percent of the total revenue of $245.9 million for the period from April 1, 2020 to June 30, 2020.
For the period from January 1, 2020 to June 30, 2020 five customers represented $53.9 million, $46.3 million, $36.5 million, $27.0 million and $23.7 million, respectively, of the
Company’s revenues. The five customers in aggregate represented $187.4 million, equal to 41 percent of the total revenue of $457.8 million for the period from January 1, 2020 to June 30, 2020.
For the period from April 1, 2019 to June 30, 2019 five customers represented $25.6 million, $13.4 million, $10.7 million, $7.5 million and $7.2 million, respectively, of the
Company’s revenues. The five customers in aggregate represented $64.4 million, equal to 61 percent of the total revenue of $106.2 million for the period from April 1, 2019 to June 30, 2019.
For the period from January 1, 2019 to June 30, 2019 five customers represented $46.3 million, $34.2 million, $29.9 million, $17.9 million and $17.2 million, respectively, of the
Company’s revenues. The five customers in aggregate represented $145.5 million, equal to 61 percent of the total revenue of $238.5 million for the period from January 1, 2019 to June 30, 2019.
Note 4 – Interest bearing debt
As of June 30, 2020, DHT had interest bearing debt totaling $719.2 million (including the $125.0 million convertible senior notes).
Scheduled debt repayments (USD thousands) and margin above Libor
|
$ in thousands
|
Margin above Libor
|
Q3 2020
|
Q4 2020
|
2021
|
2022
|
Thereafter
|
Total
|
|
ABN Amro Credit Facility *
|
2.40%
|
8,344
|
8,344
|
–
|
33,378
|
278,365
|
328,432
|
|
Credit Agricole Credit Facility
|
2.19%
|
1,649
|
1,643
|
6,597
|
6,597
|
36,328
|
52,821
|
|
Danish Ship Finance Credit Facility
|
2.25%/2.00%
|
–
|
37,700
|
37,700
|
|||
|
Nordea Credit Facility **
|
2.40%
|
6,450
|
6,450
|
–
|
25,800
|
147,978
|
186,678
|
|
ABN Amro Revolving Credit Facility ***
|
2.50%
|
||||||
|
Convertible Senior Notes
|
124,999
|
124,999
|
|||||
|
Total
|
16,444
|
54,144
|
131,596
|
65,775
|
462,671
|
730,630
|
|
|
Unamortized upfront fees bank loans
|
(5,447)
|
||||||
|
Difference amortized cost/notional amount convertible note
|
(5,965)
|
||||||
|
Total interest bearing debt
|
719,219
|
*$57.8 mill. undrawn as of June 30, 2020.
**$33.2 mill. undrawn as of June 30, 2020.
***$45.1 mill. available as of June 30, 2020. Quarterly reduction of $1.3 million.
ABN Amro Credit Facility
In April 2018 the Company entered into a credit facility with ABN Amro, Nordea, Credit Agricole, DNB, ING, Danish Ship Finance, SEB, DVB and Swedbank as lenders for the financing of eleven VLCCs and
two newbuildings. The credit facility is guaranteed by DHT Holdings, Inc. and borrowings bear interest at a rate equal to Libor + 2.40%. In March 2020, the Company prepaid $57.8 million under the revolving credit facility tranche and subsequent to
the prepayment, the current outstanding is repayable in quarterly installments of $8.3 million through Q2 2024 with a final payment of $228.3 with the last installment.
15
In June 2020, the Company prepaid $33.4 million under the ABN Amro Credit Facility. The voluntary prepayment was made for all regular installments for 2021.
The credit facility contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT
covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
| ● |
Value adjusted* tangible net worth of $300 million
|
| ● |
Value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
|
| ● |
Unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt
|
* Value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined
quarterly by an approved broker).
Credit Agricole Credit Facility
In June 2015 Samco Gamma Ltd and DHT Tiger Limited entered into a credit agreement with Credit Agricole for the financing of the Samco Scandinavia and the newbuilding
DHT Tiger that was delivered in January 2017. In June 2016 the Company made a voluntary prepayment of $5.0 million and the financing of the Samco Scandinavia is repayable with 30 quarterly installments of $0.97 million each. The $48.7 million
financing of DHT Tiger was drawn in 2016 in advance of the delivery of the DHT Tiger which took place in January 2017 and is repayable in quarterly installments of $0.7 million with a final payment of $29.7 in December 2023. The loan bears interest at Libor plus a margin of 2.1875%. The credit agreement is guaranteed by DHT and contains a covenant requiring that at all times the charter-free market value of the vessels that secure the
credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
| ● |
Value adjusted* tangible net worth of $200 million
|
| ● |
Value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
|
| ● |
Unencumbered consolidated cash of at least the higher of (i) $20 million and (ii) 6% of our gross interest-bearing debt
|
* Value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market
valuations of the Company’s vessels (as determined quarterly by an approved broker).
Danish Ship Finance Credit Facility
In November 2014 the Company entered into a credit facility totaling $49.4 million with Danish Ship Finance (“DSF”) as lender and DHT Holdings, Inc. as guarantor for the financing of the VLCC
newbuilding DHT Jaguar delivered in Q4 2015. The full amount of the credit facility was drawn in November 2015. Borrowings bear interest at a rate equal to Libor + 2.25% and are repayable in 10 semiannual installments of $1.3 million each from May
2016 to November 2020 and a final payment of $36.4 million in November 2020.
The credit facility contains a covenant requiring that at all times the charter-free market value of the vessel that secure the credit facility be no less than 130% of borrowings. Also, DHT
covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
| ● |
Value adjusted* tangible net worth of $300 million
|
| ● |
Value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
|
| ●z |
Unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt
|
* Value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market
valuations of the Company’s vessels (as determined quarterly by an approved broker).
In April 2020 the Company agreed to a $36.4 million re-financing with Danish Ship Finance. The new loan will be in direct continuation of the existing loan and the new facility will bear interest at a rate equal to
Libor + 2.00%. The facility is repayable in 10 semiannual installments of $1.2 million each from November 2020 and a final payment of $24.3 million in November 2025. The credit facility contains a covenant requiring that at all times the charter-free
market value of the vessel that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
| ● |
Value adjusted* tangible net worth of $300 million
|
| ● |
Value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
|
16
| ● |
Unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt
|
* Value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market
valuations of the Company’s vessels (as determined quarterly by an approved broker).
Nordea Credit Facility
$204 million of the $300 million credit facility was borrowed during the second quarter of 2017 in connection with delivery of the nine VLCCs in water from BW. The final $96 million was borrowed in
connection with the delivery of the two VLCC newbuildings from DSME in the second quarter of 2018. The credit facility is guaranteed by DHT Holdings, Inc. and borrowings bear interest at a rate equal to Libor + 2.40%. In March 2019, the Company
prepaid $35 million under the revolving credit facility tranche and in November 2019, the Company prepaid the outstanding amounts on DHT Lake and DHT Raven, totaling $22.3 million. Subsequent to the prepayments, the sale of the DHT Utah and DHT Utik
and the delivery of DHT Stallion and DHT Colt in 2018, the current outstanding is repayable in quarterly installments of $4.2 million with a final payment of $119.3 million in the second quarter of 2023.
In May 2020, the Company prepaid $25.8 million under the Nordea Credit Facility. The voluntary prepayment was made for all regular installments for 2021.
The credit facility contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT
covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
| ● |
Value adjusted* tangible net worth of $300 million
|
| ● |
Value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
|
| ● |
Unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt
|
* Value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market
valuations of the Company’s vessels (as determined quarterly by an approved broker).
In September 2018 the Company secured commitment to a $50 million scrubber financing structured through an increase of the existing $300 million secured credit facility entered into in the second quarter of 2017. The
increased facility bears the same interest rate equal to Libor + 2.40%. In connection with the prepayment of DHT Lake and DHT Raven in November 2019, the facility was reduced to $45.0 million. The current outstanding is repayable in quarterly
installments of $2.25 million with a final payment of $18 million in the second quarter of 2023.
ABN Amro Revolving Credit Facility
In November 2016, the Company entered into a secured five-year revolving credit facility with ABN Amro totaling $50.0 million to be used for general corporate purposes, including security repurchases and the acquisition
of ships. The financing bears interest at a rate equal to Libor + 2.50%. In April 2018, the Company entered into an agreement with ABN Amro to increase the revolving credit facility to $57.3 million with a quarterly reduction of $1.8 million
starting July 31, 2018. In June 2019, the Company entered into an agreement with ABN to amend the repayment profile by reducing the quarterly reductions from $1.8 million to $1.3 million. Other terms and conditions remain the same.
The credit facility contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout
the term of the credit facility, DHT, on a consolidated basis, shall maintain:
| ● |
Value adjusted* tangible net worth of $300 million
|
| ● |
Value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
|
| ● |
Unencumbered consolidated cash of at least the higher of (i) $30 million and (ii) 6% of our gross interest-bearing debt
|
*Value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market
valuations of the Company’s vessels (as determined quarterly by an approved broker).
17
Derivatives - interest rate swaps
Measurement of fair value
It is only derivatives that are classified within a fair value measurement category and recognized at fair value in the statement of financial position. Fair value measurement is based on Level 2 in
the fair value hierarchy as defined in IFRS 13 Fair Value Measurement. Such measurement is based on techniques for which all inputs that have a significant effect on the recorded fair value are observable.
Future cash flows are estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of various counterparties.
As of June 30, 2020, the Company has nine amortizing interest rate swaps totaling $368.5 million with maturity ranging from the second quarter 2023 to the third quarter 2023. The average fixed
interest rate is 2.95%. As of June 30, 2020, the fair value of the derivative financial liability related to the swaps amounted to $28.7 million.
|
$ in thousands
|
Expires
|
Notional amount
Q2 2020 |
Fair value
Q2 2020 |
|
Swap pays 2.987%, receive floating
|
Apr. 20, 2023
|
43,200
|
(3,120)
|
|
Swap pays 3.012%, receive floating
|
Apr. 20, 2023
|
43,200
|
(3,148)
|
|
Swap pays 3.019%, receive floating
|
Sept. 29, 2023
|
32,026
|
(2,573)
|
|
Swap pays 3.019%, receive floating
|
Sept. 29, 2023
|
31,113
|
(2,489)
|
|
Swap pays 2.8665%, receive floating
|
Sep. 29, 2023
|
47,545
|
(3,783)
|
|
Swap pays 2.8785%, receive floating
|
Jun. 30, 2023
|
41,957
|
(3,096)
|
|
Swap pays 2.885%, receive floating
|
Sept. 29, 2023
|
46,903
|
(3,767)
|
|
Swap pays 2.897%, receive floating
|
Sept. 30, 2023
|
42,135
|
(3,363)
|
|
Swap pays 3.020%, receive floating
|
Sept. 29, 2023
|
40,450
|
(3,350)
|
|
Total carrying amount
|
368,528
|
(28,688)
|
Covenant compliance
As of the date of the most recent compliance certificates submitted to the banks, the Company is in compliance with its financial covenants.
Note 5 – Vessels
The carrying values of the vessels may not represent their fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in
charter rates and the cost of constructing new vessels. Historically, both charter rates and vessel values have been cyclical. The carrying amounts of vessels held and used by us are reviewed for potential impairment or reversal of prior impairment
charges whenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular vessel.
|
Cost of vessels
$ in thousands |
|
|
At January 1, 2020
|
2,106,997
|
|
Transferred from vessels upgrades
|
6,133
|
|
At June 30, 2020
|
2,113,130
|
|
Depreciation, impairment and amortization*
$ in thousands |
|
|
At January 1, 2020
|
517,553
|
|
Depreciation and amortization
|
60,713
|
|
At June 30, 2020
|
578,266
|
|
Carrying amount
$ in thousands |
|
|
At January 1, 2020
|
1,589,444
|
|
At June 30, 2020
|
1,534,864
|
*Accumulated numbers
18
|
Cost of vessel upgrades
$ in thousands |
|
|
At January 1, 2020
|
11,652
|
|
Additions
|
12,485
|
|
Transferred to vessels
|
(6,133)
|
|
At June 30, 2020
|
18,004
|
|
Carrying amount
$ in thousands |
|
|
At January 1, 2020
|
11,652
|
|
At June 30, 2020
|
18,004
|
Note 6 – Convertible Senior Note
As of June 30, 2020, $124,999,000 in aggregate principal amount of convertible senior notes due 2021 remains outstanding. The convertible senior notes bear interest at a rate of 4.5% per annum on
the principal amount accruing from August 21, 2018. Interest will be payable semiannually in arrears on February 15 and August 15 each year, beginning on February 2019. Interest is computed on the basis of 360-day year comprised of twelve 30-days
months. The convertible senior notes are convertible into common stock at any time until one business day prior to maturity. The initial conversion price of the convertible senior notes due 2021 was $6.2599 per share of common stock (equivalent to an
initial conversion rate of 159.7470 shares of common stock per $1,000 aggregate principal amount of convertible senior notes due 2021). The conversion price is subject to customary anti-dilution adjustments. As a result of the cumulative effect of
previously announced cash dividends, the conversion price was adjusted to $5.3470 effective May 18, 2020. Based on the adjusted conversion price the total number of shares to be issued would be 23,377,408. The convertible senior notes will mature on
August 15, 2021, unless earlier converted, redeemed or repurchased in accordance with their terms. In December 2019, $1,000 principal amount of convertible senior notes due 2021 was converted into 167 shares of common stock.
Note 7 – Stockholders equity and dividend payment
|
|
Common stock
|
Preferred stock
|
|
|
Issued at June 30, 2020
|
147,420,931
|
-
|
|
|
Shares to be issued assuming conversion of
|
|||
|
convertible notes due 2021*
|
34,842,700
|
||
|
Numbers of shares authorized for issue
|
|||
|
at June 30, 2020
|
250,000,000
|
1,000,000
|
|
|
Par value
|
$ 0.01
|
|
$ 0.01
|
*assuming the maximum Fundamental Change conversion rate.
Common stock:
Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders.
Preferred stock:
In the first quarter 2017, the board established two series of preferred stock: Series C Preferred Stock and Series D Preferred Stock, the terms of which are detailed in Current Reports on Form 6-K dated January 30,
2017 and March 24, 2017, respectively. As of June 30, 2020, no shares of Series C Preferred Stock or Series D Preferred Stock were outstanding. Terms and rights of any other preferred shares will be established by the board when or if such shares
would be issued.
Stock repurchases
The Company did not make any share repurchases during Q2 2020.
19
Dividend payment
|
Payment date
|
Total Payment
|
Per common share
|
|
May 26, 2020
|
$ 51.5 million
|
$ 0.35
|
|
February 25, 2020
|
$ 47.0 million
|
$ 0.32
|
|
Total payment as of June 30, 2020
|
$ 98.5 million
|
$ 0.67
|
Dividend payment as of December 31, 2019:
|
Payment date
|
Total Payment
|
Per common share
|
|
November 14, 2019
|
$ 7.3 million
|
$ 0.05
|
|
August 29, 2019
|
$ 2.8 million
|
$ 0.02
|
|
May 28, 2019
|
$ 11.4 million
|
$ 0.08
|
|
February 26, 2019
|
$ 7.1 million
|
$ 0.05
|
|
Total payment as of December 31, 2019
|
$ 28.7 million
|
$ 0.20
|
Note 8 – Accounts receivable and accrued revenues
Accounts receivable and accrued revenues totaling $97.4 million as of June 30, 2020 consists of accounts receivable of $61.1 million with no material amounts overdue and accrued
revenues of $36.3 million.
Note 9 – Deferred shipping revenues
Deferred shipping revenues relates to charter hire payment paid in advance. As of June 30, 2020, $10.4 million was recognized as deferred shipping revenues in the condensed consolidated statement of
financial position.
Note 10 - Financial risk management, objectives and policies
Note 9 in the 2019 annual report on Form 20-F provides for details of financial risk management objectives and policies.
The Company’s principal financial liability consists of long-term debt with the main purpose being to partly finance the Company’s assets and operations. The Company’s financial
assets mainly comprise cash. The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks.
Note 11 – Subsequent events
In July, the Company announced that it has sent notice to redeem all of the Company’s outstanding 4.5% Convertible Senior Notes due 2021, on August 21, 2020, at a price equal to 100% of the principal
amount plus accrued and unpaid interest. The securities may be converted into shares of common stock at any time before the close of business on August 20, 2020 and the conversion rate is 187.0208 shares of common stock per $1,000 principal amount of
securities.
On August 5, 2020, the Board approved a dividend of $0.48 per common share related to the second quarter 2020 to be paid on September 2, 2020 for shareholders of record as of August
26, 2020.
20