form-6k.htm
 


 
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 May 2009

Commission File Number 001-32640

DHT MARITIME, INC.
(Translation of registrant’s name into English)
 
 
26 New Street
St. Helier, Jersey JE23RA
Channel Islands
(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 þ   Form 40-F o

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):
Yes o   No þ

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):
Yes o   No þ

 
 
 


 

 
 
 
The press release issued by DHT Maritime, Inc. (the “Company”) on May 19, 2009 related to first quarter 2009 results is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Attached hereto as Exhibit 99.2 and incorporated herein by reference is a conversion document which discusses the Company’s change in the basis on which it prepares its financial statements from U.S. GAAP to International Financial Reporting Standards as issued by the International Accounting Standards Board.
 


 
 
EXHIBIT LIST
     
Exhibit
 
Description
     
99.1
 
Press Release dated May 19, 2009.
     
99.2    Conversion to International Financial Reporting Standards. 

 
 
 

 

 
 
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 Maritime, Inc.   
    (Registrant)    
       
Date:  May 19, 2009
By:
/s/  Eirik Ubøe  
   
Eirik Ubøe 
 
    Chief Financial Officer   
       
ex99-1.htm
Exhibit 99.1

 
 
DHT Maritime, Inc. Reports First Quarter 2009 Results
 
ST. HELIER, JERSEY, CHANNEL ISLANDS, May 19, 2009 – DHT Maritime, Inc. (NYSE:DHT) today announced results for the period from January 1 to March 31, 2009. Total revenues for this period were $29.8 million and net income was $6.9 million, or $0.17 per share (diluted). Effective January 1, 2009 DHT no longer accounts for interest rate swaps as hedges for accounting purposes and as a result, net income for the first quarter of 2009 includes non-cash financial expenses related to interest rate swaps totaling $3.5 million. Adjusted for these non-cash financial expenses net income was $10.4 million and earnings per share was $0.26. Distributable cash flow per share for the quarter was $0.481.
 
The Board of Directors of DHT has decided to pay a dividend of $0.25 per share for the first quarter 2009.  The dividend will be paid on June 16, 2009 to shareholders of record as of the close of business on June 3, 2009.
 
DHT plans to host a conference call at 8:30 am ET on May 19, 2009 to present the results for the quarter. See below for further details.
 
Accounting Changes
 
Effective January 1, 2009, DHT changed the basis on which it prepares its financial statements from U.S. GAAP, to International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.  Previously reported financial statements have been converted to IFRS, but did not result in any changes to the Statement of Operations for 2008, and the changes to the Balance Sheet as of January 1, 2008 and December 31, 2008 are immaterial.  A conversion document has been prepared and includes a further discussion of the change to IFRS including Balance Sheet as of January 1, 2008 and December 31, 2008 in accordance with IFRS. The conversion document has been filed as an attachment to the interim financial report filed with the SEC on form 6-K.
 


1 Distributable cash flow is equal to net income plus depreciation plus non-cash financial expenses related to interest rate swaps.
 


 
 

 

In addition, effective January 1, 2009, DHT changed the way it accounts for interest rate swaps. The Company will no longer account for its interest rate swaps as hedges for accounting purposes. Therefore, effective January 1, 2009, changes in the fair value of our interest rate swaps and amortization of unrealized loss on interest rate swaps of $26.4 million as of December 31, 2008 will be reflected in the Company’s statement of operations. In the quarter ended March 31, 2009, non cash expenses related to the interest rate swaps totaled $3.5 million, of which $2.7 million is included in interest expense.

First Quarter 2009 Results
 
Total revenues for the first quarter were $29.8 million, an increase of $4.9 million compared to the first quarter of 2008.  Total revenues for the quarter consisted of $22.5 million in base charter hire and $7.3 million in additional hire under the company’s profit sharing arrangements with the charterer of DHT’s vessels, Overseas Shipholding Group, Inc. ("OSG"). Of the total base charter hire, $17.8 million relates to the seven vessels on time charter and $4.7 million relates to the two vessels on bareboat charter. Of the additional hire, $4.6 million relates to the three Very Large Crude Carriers (“VLCCs”), $2.3 million relates to the four Aframax tankers and $0.4 million relates to one of the Suezmax tankers, the Overseas Newcastle.
 
Through the profit sharing elements of the time charter agreements for the VLCCs and the Aframax tankers, DHT earns an additional amount equal to 40% of the excess of the vessels’ actual net time charter equivalent (“TCE”) earnings in the commercial pools over the base charter hire rates for the quarter, calculated on a fleet wide basis and on a four quarter rolling average. The Overseas Newcastle has a profit sharing arrangement whereby DHT earns an additional amount equal to 33% of the vessel’s TCE earnings above $35,000 per day.
 
In the quarter ended March 31, 2009, DHT’s VLCCs achieved average TCE earnings in the commercial pool of $45,400 per day (compared to $62,300 per day in the fourth quarter of 2008 and $96,100 per day in the first quarter of 2008) and the three Aframax tankers which operate in the Aframax International pool achieved average TCE earnings of $30,200 per day (compared to $35,200 per day in the fourth quarter of 2008 and $33,600 per day in the first quarter of 2008). The Suezmax tanker Overseas Newcastle achieved average TCE earnings for the first quarter of $39,600 per day (compared to $45,100 per day in the fourth quarter 2008 and $38,000 per day in the first quarter of 2008).
 
The revenue days for the quarter were 269 for the VLCCs (compared to 270 revenue days in the first quarter of 2008) and 348 for the Aframaxes (compared to 364 revenue days in the first quarter of 2008). The Aframax Overseas Rebecca had 11 off hire days in the quarter related to scheduled drydocking which is expected to be completed in the second quarter 2009.
 
DHT’s vessel expenses for the quarter, including insurance costs, were $7.1 million reflecting the new technical management contracts effective January 16, 2009. Depreciation and amortization expenses were $6.5 million, general and administrative expenses were $1.1 million and net finance expenses were $8.3 million of which $3.5 million were non cash expenses related to the interest rate swaps.
 

 
2

 

Market Update
 
DHT’s policy of employing the vessels on medium to long term charters is benefitting the Company in a period where there is a significant downward trend on freight rates.  A significant number of vessels are used for storage as a result of an oil price contango.  This, together with an increase in transportation distances and reduced viability of single hull tankers, has helped to better balance the demand and supply factors although not sufficiently to offset the increase in the fleet from newbuilding deliveries and the effect of cuts in OPEC production.

With the profit sharing arrangement for DHT’s vessels based on a four quarter rolling average, there is potential for the vessels to also earn additional hire and generate cash flow over and above the base hire in the second quarter of 2009.

The strength of DHT’s balance sheet is serving the Company well at a time when there is pressure on vessel values.  With its current liquidity position of approximately $100 million and steady future cash flow from period charters with OSG, the Company is well positioned in the current economic downturn.

For the second quarter of 2009 the pools in which DHT’s VLCCs and Aframax tankers operate report booking of pool capacity as of April 17, 2009 at TCE rates averaging $37,000 per day for the VLCCs with 44% the second quarter revenue days booked and $22,500 per day for the Aframax tankers with 33% of the second quarter revenue days booked. Also, OSG has reported that 44% of the second quarter Suezmax days have been booked at an average TCE of $23,000 per day.

Vessels’ Charter Arrangements and Vessel Operations
 
Of the fleet of nine vessels, seven vessels are time chartered to OSG until the second quarter of 2012 to the second quarter of 2013. The two Suezmax tankers are bareboat chartered to OSG until 2014 and 2018, respectively.
 
The Company expects the base hire component of each of its charters will provide for stable cash flow during the current volatile and uncertain market, as the charters provide for fixed monthly base hire payments regardless of prevailing market rates, so long as the vessel is not-off hire. In addition, with respect to eight of the nine charters, if market rates exceed the daily base hire rates set forth in such charters, DHT will have the opportunity to participate in any such excess under the profit sharing component of the applicable charter arrangements.
 
DHT’s two Suezmax tankers which are bareboat chartered to OSG, have their charter hire payable 365 days per year, and no operating expenses for the account of DHT. The vessels provide for stable earnings over the period of the charters. One of the two Suezmax tankers, the Overseas Newcastle, has a profit sharing arrangement.
 
Unlike the vessels on bareboat charter, vessels on time charter may go off-hire. The seven vessels on time charter are subject to scheduled periodic dry docking for the purpose of special survey and other interim inspections that result in off-hire. In addition to scheduled off-hire, these vessels may be subject to unscheduled off-hire for ongoing maintenance purposes.  Total off-hire for running repairs and mandatory inspections amounted to 13 days during the first quarter of 2009, of which 11 days relate to the Overseas Rebecca’s which is currently undergoing Class Special Survey at Gdansk, Poland as well as ensuring compliance with the charterers’ requirements.
 
 
3

 
Overseas Ania is scheduled to undergo Class Special Survey in the third quarter of 2009, and is expected to be off-hire for approximately 40 days.
 
Overseas Ann is currently scheduled to undergo Class Interim Survey mid-May in Fujairah, followed by Overseas Chris in the third quarter and Overseas Regal in early 2010. It is estimated that each vessel will be off-hire for approximately 5 – 10 days.
 
Following completion of the above surveys no vessel is expected to undergo any mandatory Class Survey until 2011.
 
Recent Developments
 
In April 2009 DHT issued 9.4 million shares in a follow-on public offering of common stock which included the exercise of an overallotment option granted to the underwriters.  DHT raised approximately $38.6 million from the offer after expenses and fees.  The offering saw strong demand from investors and was increased from 6.5 million shares. The new capital strengthened DHT’s balance sheet and has positioned the Company for future potential growth and enhanced its ability to weather the current difficult economic environment.
 
Effective April 20, 2009, American Stock Transfer & Trust Company, LLC become the new registrar and transfer agent for the Company's common stock.
 


 
4

 

FINANCIAL INFORMATION

SUMMARY CONSOLIDATED STATEMENTS OF OPERATIONS
($ in thousands except per share amounts)

   
1Q 2009
Jan 1 - March
31, 2009
   
1Q 2008
Jan 1 - March
31, 2008
   
2008
Jan 1 - Dec
31, 2008
 
                   
Shipping revenues
    29,810       24,889       114,603  
                         
Vessel expenses
    7,090       4,713       21,409  
Depreciation and amortization
    6,465       6,193       25,948  
General and administrative
    1,109       1,001       4,766  
Total operating expenses
    14,664       11,907       52,123  
                         
Income from vessel operations
    15,146       12,982       62,480  
                         
Interest income
    94       148       1,572  
Interest expense (1)
    7,541       5,505       21,904  
Fair value gain/(loss) on derivative financial instrument
    (840 )                
                         
Net income
    6,859       7,625       42,148  
                         
Basic net income per share
    0.17       0.25       1.17  
Diluted net income per share
    0.17       0.25       1.17  
                         
Weighted average number of shares (basic)
    39,254,558       30,030,811       36,055,422  
Weighted average number of shares (diluted)
    39,254,558       30,030,811       36,055,422  
                         
                         
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
                       
                         
Profit for the period
    6,859       7,625       42,148  
                         
Other comprehensive income:
                       
Cash flow hedges
    2,669       (11,726 )     (16,208 )
                         
Total comprehensive income for the period
    9,528       (4,101 )     25,940  

(1) 1Q 2009 includes $2,669 related to amortization of unrealized loss on interest rate swaps


 

 

SUMMARY CONSOLIDATED BALANCE SHEETS
($ in thousands)

   
March 31, 2009
   
Dec. 31, 2008
 
             
ASSETS
           
Current assets
           
Cash and cash equivalents
    60,936       59,020  
Voyage receivables from OSG
    7,272       8,791  
Prepaid expenses
    1,076       382  
Prepaid technical management fee to OSG
            768  
                 
Total current assets
    69,284       68,961  
                 
Vessels, net of accumulated depreciation
    455,921       462,387  
Total assets
    525,205       531,348  
                 
LIABILITIES AND STOCKHOLDER'S EQUITY
               
Current liabilities
               
Accounts payable and accrued expenses
    9,168       6,400  
Derivative Financial Instruments
    12,833       10,945  
Deferred shipping revenues
            7,855  
Total current liabilities
    22,001       25,200  
                 
Long term liabilities
               
Long term debt
    342,899       342,852  
Derivative Financial Instruments
    14,425       15,473  
Total long term liabilities
    357,324       358,325  
                 
Shareholders' equity
               
Preferred stock
            0  
Common stock
    392       392  
Paid-in additional capital
    200,879       200,570  
Retained earnings/(deficit)
    (31,642 )     (26,721 )
Accumulated other comprehensive income/(loss)
    (23,749 )     (26,418 )
              0  
Total stockholders' equity
    145,880       147,823  
                 
Total liabilities and stockholders' equity
    525,205       531,348  


 

 

SUMMARY CONSOLIDATED STATEMENT OF CASH FLOWS
($ in thousands)

   
1Q 2009
Jan 1 - March
31, 2009
   
1Q 2008
Jan 1 - March
31, 2008
 
             
Cash Flows from Operating Activities:
           
Net income
    6,859       7,625  
Depreciation and amortization
    6,513       6,240  
Deferred compensation related to options and restricted stock granted
    309       100  
Amortisation and swap expense
    3,509       0  
Changes in operating assets and liabilities:
               
Receivables
    1,519       (1,254 )
Prepaid expenses
    74       (336 )
Accounts payable, accrued expenses and deferred revenue
    (5,087 )     1,141  
                 
Net cash provided by operating activities
    13,696       13,516  
                 
Cash flows from Investing Activities:
               
Expenditures for vessels
    0       (90,330 )
Decrease/(increase) in vessel acquisition deposits
    0       9,145  
                 
Net cash (used in) investing activities
    0       (81,185 )
                 
Cash flows from Financing Activities
               
Issuance of long-term debt, net of acquisition costs
    0       90,300  
Cash dividends paid
    (11,780 )     (10,511 )
Net cash provided by/ (used in) financing activities
    (11,780 )     79,789  
                 
Net increase/(decrease) in cash and cash equivalents
    1,916       12,120  
Cash and cash equivalents at beginning of period
    59,020       10,365  
Cash and cash equivalents at end of period
    60,936       22,485  
                 
Interest paid
    4,614       3,975  


 

 

SUMMARY CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS EQUITY
($ in thousands except shares)

   
Common Stock
   
Paid-in
                   
   
Shares
   
Amount
   
Additional Capital
   
Retained Earnings
   
Cash Flow Hedges
   
Total equity
 
Balance at January 1, 2008
    30,030,811       300       108,760       (26,967 )     (10,218 )     71,875  
                                                 
Cash dividends declared and paid
                            (10,510 )             (10,510 )
Issue of Common stock
                                            -     
Compensation related to options and restricted stock
                    100                       100  
Issue of restricted stock awards
                                            -     
Total comprehensive income
                             7,625        (11,726      (4,101 ) 
Balance at March 31, 2008
    30,030,811       300       108,860       (29,852 )     (21,944 )     57,364  
                                                 
Balance at January 1, 2009
    39,238,807       392       200,570       (26,721 )     (26,418 )     147,823  
                                                 
Cash dividends declared and paid
                            (11,780 )             (11,780 )
Issue of Common stock
                                            -     
Compensation related to options and restricted stock
    28,609               309                       309  
Issue of restricted stock awards
                                            -     
Total comprehensive income
                            6,859       2,669       9,528  
Balance at March 31, 2009
    39,267,416       392       200,879       (31,642 )     (23,749 )     145,880  


 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 2009

Basis for preparation
The condensed financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting.

Significant accounting policies
The condensed financial statements have been prepared under historical cost convention, except for the revaluation of certain financial instruments. The accounting policies that have been followed in these condensed financial statements are the same as presented in the attached IFRS conversion document.



 

 

EARNINGS CONFERENCE CALL INFORMATION
DHT plans to host a conference call at 8:30 am ET on Tuesday May 19, 2009 to discuss the results for the first quarter. All shareholders and other interested parties are invited to call into the conference call, which may be accessed by calling (866) 713 8565 within the United States and +1-617-597-5324 for international calls. The passcode is “DHT Maritime”. A live webcast of the conference call will be available in the Investor Relations section on DHT's website at http://www.dhtmaritime.com.

An audio replay of the conference call will be available from 11:30 a.m. ET on May 19, 2009 through May 26, 2009 by calling toll free (888) 286-8010 within the United States or +1-617-801-6888 for international callers. The passcode for the replay is 71341557. A webcast of the replay will be available in the Investor Relations section on DHT's website at http://www.dhtmaritime.com.

 
Forward Looking Statements
 
This press release contains assumptions, expectations, projections, intentions and beliefs about future events, in particular regarding 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 are intended as “forward-looking statements.”  All statements in this document that are not statements of historical fact are forward-looking statements.
 
The forward-looking statements included in this press release reflect DHT’s current views with respect to future events and are subject to certain risks, uncertainties and assumptions.  We caution that assumptions, expectations, projections, intentions and beliefs about future events may and often do vary from actual results and the differences can be material. The reasons for this include the risks, uncertainties and factors described under the section of our latest annual report on Form 20-F entitled “Risk Factors,” a copy of which is available on the SEC’s website at www.sec.gov.  These include the risk that DHT may not be able to pay dividends; the highly cyclical nature of the tanker industry; global demand for oil and oil products; the number of newbuilding deliveries and the scrapping rate of older vessels; the risks associated with acquiring additional vessels; changes in trading patterns for particular commodities significantly impacting overall tonnage requirements; risks related to terrorist attacks and international hostilities; expectations about the availability of insurance; our ability to repay our credit facility or obtain additional financing; our ability to find replacement charters for our vessels when their current charters expire; compliance costs with environmental laws and regulations; risks incident to vessel operation, including discharge of pollutants; and unanticipated changes in laws and regulations.
 
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements included in this press release. DHT does not intend, and does not assume any obligation, to update these forward-looking statements.

CONTACT:
Eirik Ubøe
 
Phone: +44 1534 639 759 and +47 412 92 712
 
E-mail: info@dhtmaritime.com and eu@tankersservices.com
 
 
 

 
ex99-2.htm
Exhibit 99.2

Attachment


Conversion to International Financial Reporting Standards

As of 1 January 2009 DHT Maritime, Inc will prepare financial statements using International Financial Reporting Standards (IFRS). This is a conversion from US GAAP as the Company’s financial reporting language.

This attachment presents the IFRS balance sheets for 1 January 2008 and 31 December 2008. These balance sheets are reconciled to the previously released US GAAP financial statements. Additionally, the IFRS transition principles adopted and the accounting principles used for the Company’s IFRS financial statements are disclosed, as well as a discussion of the principle differences for the Company between IFRS and US GAAP.

Transition to IFRS, and basis for preparation of DHT Maritime, Inc IFRS financial statements

The IFRS opening balance sheet as of 1 January 2008 is prepared on the basis of IFRS 1 “First-Time Adoption of IFRS”. The main principle is that the opening balance is to be prepared on a retrospective basis, i.e. as if IFRS always had been used. However there are certain exemptions. The Company has elected to utilize the option under IFRS 1 to not apply IFRS 3 retrospectively related to past business combinations completed as of 1 January 2008. The impact of this policy decision is that prior business combinations will continue to be accounted for as they were under US GAAP.

Explanation of transition effects

Generally there are only identified minor effects from the transition from US GAAP to IFRS for the Company. There are no identified effects on the income statement and the cash flow statement, and consequently those statements are not presented in this attachment. The effects on the balance sheet are described below:

Debt issuance cost

Debt issuance costs have under US GAAP been treated as an asset, and amortised over the life of the related debt. Under IFRS, when debt is accounted for using the effective interest method, the debt issuance costs are included in the amortised cost calculation and presented as a reduction of the debt in the balance sheet.

Presentation of derivatives

According to IAS 1 derivative financial liabilities and assets shall be classified as current or non-current based on certain criteria. Due to the fact that the Company’s derivatives are held for economic hedging purposes, only the portion that are due less than one year from the balance sheet date will be treated as current.


 
 

 


IFRS Opening balance
                       
   
Note
   
USGAAP 31.12.07
   
IFRS Adjustments
   
IFRS
01.01.08
 
(Dollars in thousands, except Share and per share amounts)
 
ASSETS
                       
Current assets
                       
Cash and cash equivalents
          10,365             10,365  
Voyage receivables from OSG
          1,547             1,547  
Prepaid expenses
          318             318  
Prepaid technical management fee to OSG
          1,357             1,357  
                             
Total current assets
          13,587             13,587  
                             
Vessels, net of accumulated depreciation
          398,005             398,005  
Deferred debt issuance costs
    1           1,337       (1,337 )     -     
Deposits for vessel acquisitions
            9,145               9,145  
Prepaid expense
            134               134  
Total assets
            422,208               420,871  
                                 
LIABILITIES AND STOCKHOLDER'S EQUITY
                               
Current liabilities
                               
Accounts payable and accrued expenses
            4,409               4,409  
Unrealized loss on interest rate swap
    2           10,218       (7,225 )     2,993  
Deferred shipping revenues
            7,006               7,006  
Current instalment of long-term debt
            75,000               75,000  
Total current liabilities
            96,633               89,408  
                                 
Long-term liabilities
                               
Long-term debt
    1           253,700       (1,337 )     252,363  
Unrealized loss on interest rate swap
    2                   7,225       7,225  
Total long-term liabilities
            253,700               259,588  
                                 
Shareholders' equity
                               
Preferred stock*
            -                  -     
Common stock**
            300               300  
Paid-in additional capital
            108,760               108,760  
Retained earnings/(deficit)
            (26,967 )             (26,967 )
Accumulated other comprehensive income/(loss)
            (10,218 )             (10,218 )
                                 
Total stockholders' equity
            71,875               71,875  
Total liabilities and stockholders' equity
            422,208               420,871  

* Preferred stock ($ 0.01 par value, 1,000,000 shares authorized, non issued)
**Common stock ($ 0.01 par value, 100,000,000 authorized, 39,238,807 and 30,030,811 shares issued and outstanding respectively).

Comment to IFRS adjustments
1) Debt issuance cost is included in the amortised cost calculation of long term debt under IFRS.
2) Reclassification of non-current portion of derivatives
The adjustments are further described under the paragraph "explanation of transition effect" above.


 
 

 


IFRS Balance 31.12.2008
                       
   
Note
   
USGAAP 31.12.08
   
IFRS Adjustments
   
IFRS
31.12.08
 
(Dollars in thousands, except Share and per share amounts)
 
ASSETS
                       
Current assets
                       
Cash and cash equivalents
          59,020             59,020  
Voyage receivables from OSG
          8,791             8,791  
Prepaid expenses
          382             382  
Prepaid technical management fee to OSG
          768             768  
                             
Total current assets
          68,961             68,961  
                             
Vessels, net of accumulated depreciation
          462,387             462,387  
Deferred debt issuance costs
    1           1,148       (1,148     -     
Total assets
            532,496               531,348  
                                 
LIABILITIES AND STOCKHOLDER'S EQUITY
                               
Current liabilities
                               
Accounts payable and accrued expenses
            6,400               6,400  
Unrealized loss on interest rate swap
    2           26,418       (15,473 )     10,945  
Deferred shipping revenues
            7,855               7,855  
Total current liabilities
            40,673               25,200  
                                 
Long-term liabilities
                               
Long-term debt
    1           344,000       (1,148 )     342,852  
Unrealized loss on interest rate swap
    2                   15,473       15,473  
Total long term liabilities
            344,000               358,325  
                                 
Shareholders' equity
                               
Preferred stock*
            -                  -     
Common stock**
            392               392  
Paid-in additional capital
            200,570               200,570  
Retained earnings/(deficit)
            (26,721 )             (26,721 )
Accumulated other comprehensive income/(loss)
            (26,418 )             (26,418 )
                                 
Total stockholders' equity
            147,823               147,823  
Total liabilities and stockholders' equity
            532,496               531,348  

 
* Preferred stock ($ 0.01 par value, 1,000,000 shares authorized, non issued)
**Common stock ($ 0.01 par value, 100,000,000 authorized, 39,238,807 and 30,030,811 shares issued and outstanding respectively).

Comment to IFRS adjustments
1) Debt issuance cost is included in the amortised cost calculation of long term debt under IFRS.
2) Reclassification of non-current portion of derivatives
The adjustments are further described under the paragraph "explanation of transition effect" above.


 
 

 


Summary of significant accounting policies:

Basis of presentation and accounting

The DHT Maritime, Inc. consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS as issued by the International Accounting Standards Board). The financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair value. The principal accounting policies are set out below.

Basis of consolidation
 
The consolidated financial statements comprise the financial statement of DHT Maritime, Inc and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed during the year are included in the consolidated financial statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.. All intercompany balances and transactions have been eliminated upon consolidation or combination.

Acquisitions of subsidiaries are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Company in exchange of control of the acquiree, plus any costs directly attributable to the business combination.

The cost of the business combination in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is accounted for as goodwill.

Cash and cash equivalents

Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash equivalents.. The carrying value of cash and cash equivalents approximates its fair value.

Vessels

Fixed assets are stated at historical cost, less subsequent depreciation and impairment, if any. At October 18, 2005, the Company recorded the Initial Vessels at their historical cost to OSG. For vessels purchased, these costs include expenditures that are directly attributable to the acquisition of these vessels. Depreciation is calculated on a straight-line basis over the useful life of the vessels, taking residual values into consideration, and adjusted for impairment charges, if any. The Initial Vessels are being depreciated over periods ranging from 14 to 23 years, which represent the Initial Vessels’ remaining useful life at the date of acquisition from OSG. The Overseas Newcastle and the Overseas London are being depreciated over a period of 18 years.


 
 

 

The estimated useful lifes, and residual values are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. Each vessel’s residual value is equal to the product of its lightweight tonnage and an estimated scrap rate per ton.

In accordance with IFRS, each component of the vessels, with a cost significant to the total cost, is separately identified and depreciated, on a straight-line basis, over that component’s useful life.


Deferred drydock expenditures

On October 18, 2005, the Company entered into ship management agreements with Tanker Management, a subsidiary of OSG, for the technical management of its Initial Vessels in exchange for a fixed fee for each vessel. As part of the ship management agreement, OSG was responsible for drydocking costs. These agreements were terminated effective January 16, 2009.

Drydock expenditures incurred after the agreement was terminated have been recognized as an asset when the recognition criteria were met. The recognition is made when the dry-docking has been performed and is depreciated based on estimated time to the next inspection.  Any remaining carrying amount of the cost of the previous inspection is de-recognized. Ordinary repairs and maintenance expenses are charged to the income statement during the financial period in which they are incurred.


Impairment of long-lived assets

The carrying amounts of long-lived assets held and used are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a particular asset may not be fully recoverable. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (CGU) fair value less cost to sell and its value in use and is determined for each individual asset (vessel), unless the asset does not generate cash inflows that are largely independent of those other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. This assessment is made at the individual vessel level since separately identifiable cash flow information for each vessel is available.
 
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount, however not to an extent higher than the carrying amount that would have been determined, had no impairment loss been recognized in prior years.  Such reversals are recognized in the profit and loss account.
 

Leases

The determination of whether an arrangement is, or contain a lease, is based on the substance of the arrangement at inception date.  Leases in which a significant portion of the risks and rewards of the ownership are retained by the lessor are classified as operating lease. The Company’s vessels are treated as operating leases. Payments made under operating leases are further described in the paragraph discussing revenue.



 
 

 

Revenue and expense recognition

Revenues from time charters and bareboat charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters.

For time and bareboat charters, time charter equivalent revenues represent shipping revenues less brokerage commissions, if applicable, which are included in voyage expenses.

The Initial Vessels operated in either the Tankers International Pool (VLCCs) or the Aframax International Pool (Aframaxes) during the three years ended December 31, 2008, except the  Overseas Ania  which left the Aframax International pool as of July 1, 2008 and is chartered by OSG to its wholly-owned subsidiary, OSG Lightering. For vessels operating in such pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent basis in accordance with an agreed-upon formula.

Vessel expenses include crew costs, vessel stores and supplies, lubricating oils, maintenance and repairs, insurance and communication costs.

As part of all of the time charters and one of the bareboat charters that the Company has entered into with subsidiaries of OSG with respect to its Vessels, the Company has the opportunity to earn additional hire when vessel earnings exceed the basic hire amounts set forth in the charters. Additional hire, if any, is calculated and paid quarterly in arrears and recognized as revenue in the quarter in which it was earned.

On October 18, 2005, and as subsequently amended, the Company entered into ship management agreements with Tanker Management, a subsidiary of OSG, for the technical management of its seven Initial Vessels in exchange for a fixed fee. As part of the ship management agreements, OSG was responsible for drydocking costs.

The Company entered into new ship management agreements with Tanker Management for the Initial Vessels with effect from January 16, 2009.  The new ship management agreements are described in Note J in the 2008 financial statements.


Financial liabilities

Financial liabilities are classified as either financial liabilities “at fair value through profit or loss” (FVTPL) or “other financial liabilities”. The FVTPL category comprises the Company’s derivatives. Other financial liabilities of the Company are classified as “other financial liabilities.


 
 

 

a)
Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.


b)
Derivatives

The Company uses interest rate swaps to convert interest-bearing debt from floating to fixed rate. The swaps have been designated and have qualified as cash flow hedges until December 31, 2008. The Company applied hedge accounting until December 31, 2008, however chooses to discontinue hedge accounting prospectively.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at each balance sheet date. The resulting gain and loss is recognized in profit or loss immediately unless the derivative is designed as a hedging instrument.

When a derivative is an effective hedge instrument, a change in the fair value is either offset against the change in fair value of the hedged item or recognized in other comprehensive income until the hedged item is recognized in income. The ineffective portion of effective hedges is immediately recognized in income. Derivatives that are not effective hedges are fully adjusted through income. However the Company assumes no ineffectiveness.

When the Company chooses to discontinue hedge accounting prospectively from 1.1.2009, the unrealized gains and losses on the derivative instruments recognized in comprehensive income remains in comprehensive income until the hedged forecast transaction occurs.

Fair Value Measurement

The fair value of financial instruments that are actively traded in organized markets is determined by reference to quoted marked bid prices. For financial instruments where there is no active market, fair value is determined using valuation techniques. Such techniques may include using recent arm’s length market transactions; reference to the current fair value of another instrument that is substantially the same; discounted cash flows analysis or other valuation models.

Financial assets – receivables

Trade receivables are measured at amortised cost using the effective interest rate method, less any impairment. Normally the interest element could be neglected due to the fact that the receivables are short term. The Company regularly reviews its accounts receivables and estimates the amount of uncollectible receivables each period and establishes an allowance for uncollectible amounts.  The amount of the allowance is based on the age of unpaid amounts, information about the current financial strength of customers, and other relevant information.


 
 

 

Derecognition of financial assets and financial liabilities

The Company derecognises a financial asset only when the contractual rights to cash flows from the asset expire; or it transfers the financial asset and substantially all risks and reward of ownership of the asset to another entity.

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire.

Other Comprehensive Income

Accumulated other comprehensive income consists entirely of unrealized gains and losses on derivative instruments.

Foreign currency

The functional currency of the Company and each of the Vessel Subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in other currencies are translated at the year end exchange rates. Foreign currency revenues and expenses are translated at transaction date exchange rates. Exchange gains and losses are included in the determination of net income.

Concentration of risk

All of the Company’s vessels are chartered to OSG.  All of the Company’s debt and counterparty for its interest rate swaps are with the same financial institution.

Balance Sheet Classification

Current assets and short-term liabilities include items due less than one year from the balance sheet date, and items related to the operating cycle, if longer.  The current portion of long-term debt is included as current liabilities.  Other assets than those described above are classified as non-current assets.

Where the Company holds a derivative as an economic hedge (even if hedge accounting is not applied) for a period beyond 12 months after the balance sheet date, the derivative is classified as non-current (or separated into current and non-current) consistent with the classification of the underlying item.

Related parties

Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.  Parties are also related if they are subject to common control or common significant influence.  All transactions between the related parties are recorded at ‘arm’s length’ (estimated market value).


 
 

 

Use of estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Stock Compensation

Employees of the Company receive remuneration in the form of restricted common stock, that is subject to vesting conditions. Equity-settled share based payment is measured at the fair value of the equity instrument at the grant date.

The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments that will eventually vest.

Segment information

The Company does only have one operating segment, and consequently does not provide segment information.

Adoption of new accounting standards

The Company assessment is that none of the new or amended standards and interpretations below will lead to changes in the Company’s accounting principles.

Standards and interpretations effective in current period
 
IFRIC 13 Customer loyalty programmes
 
IFRS 2 (amendment): Share-based payment: Vesting condition  and cancellation
 
IAS 1 (revised): Precentation of financial statements
 
IAS 23 (revised): Borrowing costs
 
IAS 32 and IAS 1 (amendment) – Puttable financial instruments and obligations arising on liquidation
 
IFRS 1 and IAS 27 - Cost of an investment in a subsidiary, jointly-controlled entity or associate
 
IFRS 1 First time adoption: Restructured
 
Improvements to IFRS (May 2008)
 
IFRIC 15 Agreements for the construction of real estate
 
IFRIC 16 Hedges of a net investment in a foreign operation
 
IFRIC 18 Transfer of assets