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 January 2011
Commission File Number 001-32640
DHT HOLDINGS, INC.
(Translation of registrant’s name into English)
(Exact name of Registrant as specified in its charter)
26 New Street
St. Helier, Jersey JE2 3RA
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
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b).
The press release issued by DHT Holdings, Inc. on January 13, 2011 related to its results for the fourth quarter of 2010 and its declaration of a quarterly dividend is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Exhibit
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Description
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99.1
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Press Release dated January 13, 2011
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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: January 14, 2011
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By:
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/s/ Eirik Ubøe | |
| Name: Eirik Ubøe | |||
| Title: Chief Financial Officer | |||
Exhibit 99.1
DHT HOLDINGS, INC. REPORTS FOURTH QUARTER 2010 RESULTS AND DECLARES QUARTERLY DIVIDEND OF $0.10 PER SHARE
ST. HELIER, CHANNEL ISLANDS, January 13, 2011 – DHT Holdings, Inc. (NYSE:DHT) ("DHT" or the "Company") today announced:
Highlights
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The Company declared a cash dividend of $0.10 per share for the quarter payable on February 11, 2011 for shareholders of record as of February 4, 2011.
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On December 14, 2010 DHT announced the acquisition of a 1999 built VLCC for $55.0 Million. The vessel will be delivered during the first quarter of 2011 and will be named DHT Phoenix. The company will finance the acquisition with cash at hand and bank debt and the vessel will be employed in the Tankers International Pool.
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Revenue of $22.9 million is comprised of the base hire only for the nine vessels in operations in the quarter. These nine vessels are on charters until 2012 – 2018.
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Net income for the fourth quarter was $7.0 million, or $0.14 per share. Adjusted for non-cash interest rate swap related items, net income for the quarter was $4.9 million, or $0.10 per share.
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Vessel expenses for the quarter were $7.4 million.
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G&A for the quarter was $1.6 million including non-cash cost related to restricted share agreements for management and board.
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Net interest expense for the fourth quarter was $1.9 million.
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Cash on hand at quarter-end was $58.6 million providing DHT with the flexibility to enter into acquisitions. This does not include $5.5 million in deposit paid towards the acquisition of the DHT Phoenix.
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DHT will host a conference call at 8:00 a.m. EST Friday January 14, 2011 to present the results for the quarter. See below for further details.
Fourth Quarter Results
The Company today reported revenues for the period from October 1 to December 31, 2010, of $22.9 million, compared to revenues of $23.9 million for the prior-year period. Of the $22.9 million of revenues for the quarter, $18.1 million relates to the seven vessels on time charter and $4.8 million relates to the two vessels on bareboat charter. For the quarter there was no profit sharing under the Company's profit-sharing arrangements.
The Company's seven vessels on time charter contracts were on-hire 98.7 % for the quarter. Following the completion of two interim surveys in the first half of 2010, the next scheduled class surveys are special surveys for one VLCC in the second quarter of 2011 and one VLCC in the third quarter of 2011. In addition, two Aframax vessels are scheduled for interim surveys in the fourth quarter of 2011.
DHT's vessel expenses for the quarter, including insurance costs, were $7.4 million.
Depreciation and amortization expenses, including depreciation of capitalized dry docking costs, were $7.2 million. General and administrative expenses were $1.6 million including non-cash cost related to restricted share agreements for management and board.
Net financial income of $0.2 million included a net non-cash gain on interest rate swaps of $2.1 million.
The Company had net income for the quarter of $7.0 million or $0.14 per diluted share, compared to net income of $3.9 million, or $0.08 per diluted share, for the fourth quarter of 2009. After adjusting for non-cash financial items related to interest rate swaps, net income for the fourth quarter of 2010 was $4.9 million, or $0.10 per share. Free cash flow from operations was $12.0 million, or $0.25 per share1.
At the end of the fourth quarter, the Company's cash balance was $58.6 million not including $5.5 million in deposit paid towards the acquisition of the DHT Phoenix. The Company remains in compliance with its financial covenants.
Svein Moxnes Harfjeld, CEO, stated, "We continue to enjoy the charter coverage of our fleet allowing us to both build cash for investments and again declare a dividend of $0.10 per share. We are pleased with our recent vessel acquisition and believe 2011 will provide additional opportunities for growth."
EARNINGS CONFERENCE CALL INFORMATION
DHT will host a conference call at 8:00 a.m. EST Friday January 14, 2011 to discuss the results for the fourth quarter. All shareholders and other interested parties are invited to join the conference call, which may be accessed by calling 1 888 935 4577 within the United States and +44 207 806 1955 for international callers. The passcode is "DHT". A live webcast of the conference call will be available in the Investor Relations section on DHT's website at http://www.dhtankers.com.
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1)
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Free cash flow from operations after contractual debt service represents the sum of net income, amortization of unrealized loss of interest rate swaps, fair value (gain)/loss on derivative financial instrument and depreciation and amortization. Please refer to the table on page 8 for reconciliation between net income and free cash flow from operations after contractual debt service.
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2
An audio replay of the conference call will be available through January 20, 2011. To access the replay, dial 1 866 932 5017 within the United States or +44 207 111 1244 for international callers and enter 5884514#. A webcast of the replay will be available in the Investor Relations section on DHT's website at http://www.dhtankers.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 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-looki
ng 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, 2010.
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:
Eirik Ubøe
Phone: +44 1534 639 759 and +47 412 92 712
E-mail: eu@dhtankers.com
3
FINANCIAL INFORMATION
CONDENSED CONSOLIDATED INCOME STATEMENT
($ in thousands except per share amounts)
| 4Q 2010 | 4Q 2009 |
Year
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Year
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Oct 1 - Dec.
31, 2010 |
Oct. 1- Dec.
31, 2009 |
Jan. 1 - Dec.
31, 2010
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Jan. 1 - Dec.
31, 2009
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|||||||||||||
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Unaudited
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Unaudited
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Unaudited
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Audited
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Shipping revenues
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$ | 22,879 | $ | 23,882 | $ | 89,681 | $ | 102,576 | ||||||||
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Operating expenses
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Vessel expenses
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7,351 | 7,702 | 30,221 | 30,034 | ||||||||||||
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Depreciation and amortization
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7,152 | 6,952 | 28,392 | 26,762 | ||||||||||||
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General and administrative expenses
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1,578 | 1,518 | 7,869 | 4,588 | ||||||||||||
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Total operating expenses
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16,081 | 16,172 | 66,482 | 61,384 | ||||||||||||
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Income from vessel operations
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6,798 | 7,710 | 23,199 | 41,192 | ||||||||||||
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Interest income
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30 | 28 | 131 | 298 | ||||||||||||
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Interest expense
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(1,904 | ) | (4,011 | ) | (13,478 | ) | (18,130 | ) | ||||||||
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Fair value gain/(loss) on derivative instruments
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2,144 | 167 | 268 | (4,062 | ) | |||||||||||
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Other financial income/(expenses)
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– | – | (3,710 | ) | (2,452 | ) | ||||||||||
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Taxation
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(33 | ) | – | (33 | ) | – | ||||||||||
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Net income / (loss) for the period
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7,035 | 3,894 | 6,377 | 16,846 | ||||||||||||
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Basic net income per share
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0.14 | 0.08 | 0.13 | 0.36 | ||||||||||||
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Diluted net income per share
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0.14 | 0.08 | 0.13 | 0.36 | ||||||||||||
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Weighted average number of shares (basic)
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48,921,961 | 48,675,897 | 48,776,270 | 46,321,404 | ||||||||||||
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Weighted average number of shares (diluted)
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48,935,305 | 48,675,897 | 48,779,606 | 46,321,404 | ||||||||||||
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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
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Profit for the period
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$ | 7,035 | $ | 3,894 | $ | 6,377 | $ | 16,846 | ||||||||
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Other comprehensive income:
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Cash flow hedges
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776 | 2,406 | 11,868 | 12,055 | ||||||||||||
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Total comprehensive income for the period
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$ | 7,811 | $ | 6,300 | $ | 18,245 | $ | 28,901 | ||||||||
4
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
($ in thousands)
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Dec. 31, 2010
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Dec. 31, 2009
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Unaudited
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Audited
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ASSETS
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Current assets
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Cash and cash equivalents
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58,569 | 72,664 | ||||||
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Voyage receivables from OSG
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– | – | ||||||
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Prepaid expenses and accrued charter hire
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1,199 | 1,329 | ||||||
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Prepaid technical management fee to OSG
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1,978 | 1,958 | ||||||
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Total current assets
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61,746 | 75,951 | ||||||
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Vessels, net of accumulated depreciation
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412,744 | 441,036 | ||||||
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Other assets
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21 | – | ||||||
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Vessel acquisition deposits
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5,500 | – | ||||||
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Other long-term receivables
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844 | 984 | ||||||
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Total assets
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480,855 | 517,971 | ||||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities
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Accounts payable and accrued expenses
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4,449 | 6,250 | ||||||
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Derivative financial instruments
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3,065 | 11,779 | ||||||
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Deferred shipping revenues
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8,088 | 7,898 | ||||||
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Total current liabilities
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15,602 | 25,927 | ||||||
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Long term liabilities
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Long-term debt
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265,231 | 293,041 | ||||||
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Derivative financial instruments
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3,224 | 6,646 | ||||||
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Other long term liabilities
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457 | 433 | ||||||
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Total long-term liabilities
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268,912 | 300,120 | ||||||
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Total liabilities
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284,514 | 326,047 | ||||||
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Stockholders' equity
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Common stock
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487 | 487 | ||||||
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Paid-in additional capital
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240,537 | 239,624 | ||||||
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Retained earnings/(deficit)
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(42,188 | ) | (33,824 | ) | ||||
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Accumulated other comprehensive income/(loss)
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(2,495 | ) | (14,363 | ) | ||||
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Total stockholders' equity
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196,341 | 191,924 | ||||||
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Total liabilities and stockholders' equity
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480,855 | 517,971 | ||||||
5
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
($ in thousands)
| 4Q 2010 | 4Q 2009 |
Year
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Year
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Oct 1 - Dec. 31, 2010
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Oct. 1- Dec. 31, 2009
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Jan. 1 - Dec. 31, 2010
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Jan. 1 - Dec. 31, 2009
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Unaudited
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Unaudited
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Unaudited
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Audited
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Cash Flows from Operating Activities:
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Net income / (loss)
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$ | 7,035 | $ | 3,894 | $ | 6,377 | $ | 16,846 | ||||||||
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Items included in net income not effecting cash flow
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Depreciation and amortization
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7,152 | 6,999 | 28,391 | 26,762 | ||||||||||||
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Amortization related to interest and swap expense
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(2,097 | ) | (166 | ) | (78 | ) | 4,251 | |||||||||
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Deferred compensation related to options and restricted stock
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162 | 149 | 913 | 749 | ||||||||||||
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Changes in operating assets and liabilities:
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Receivables
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– | 560 | – | 8,791 | ||||||||||||
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Prepaid expenses
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(498 | ) | (1,958 | ) | 250 | (3,121 | ) | |||||||||
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Accounts payable, acrrued expenses and deferred revenue
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(716 | ) | 1,730 | (1,587 | ) | 326 | ||||||||||
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Net cash provided by operating activities
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11,038 | 11,208 | 34,266 | 54,604 | ||||||||||||
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Cash Flows from Investing Activities:
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Investments in vessels
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(99 | ) | (3,929 | ) | (99 | ) | (5,411 | ) | ||||||||
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Investments in fixtures and fittings
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(21 | ) | – | (21 | ) | – | ||||||||||
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Decrease/(increase) in vessel acquisition deposits
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(5,500 | ) | – | (5,500 | ) | – | ||||||||||
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Net cash used in investing activities
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(5,620 | ) | (3,929 | ) | (5,620 | ) | (5,411 | ) | ||||||||
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Cash flows from Financing Activities
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Issuance/(buy back) of common stock
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– | – | – | 38,400 | ||||||||||||
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Cash dividends paid
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(4,892 | ) | – | (14,741 | ) | (23,949 | ) | |||||||||
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Repayment of long-term debt
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– | – | (28,000 | ) | (50,000 | ) | ||||||||||
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Net cash provided by / (used in) financing activities
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(4,892 | ) | – | (42,741 | ) | (35,549 | ) | |||||||||
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Net increase/(decrease) in cash and cash equivalents
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526 | 7,279 | (14,095 | ) | 13,644 | |||||||||||
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Cash and cash equivalents at beginning of period
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58,043 | 65,385 | 72,664 | 59,020 | ||||||||||||
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Cash and cash equivalents at end of period
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58,569 | 72,664 | 58,569 | 72,664 | ||||||||||||
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Interest paid
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$ | 3,667 | $ | 4,157 | $ | 15,348 | $ | 18,238 | ||||||||
6
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS EQUITY
($ in thousands except shares)
Unaudited
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Common Stock
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Paid-in
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Cash
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Shares
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Amount
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Additional Capital
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Retained Earnings
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Flow
Hedges
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Total
equity
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Balance at January 1, 2009
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39,238,807 | $ | 392 | $ | 200,570 | $ | (26,721 | ) | $ | (26,418 | ) | $ | 147,823 | |||||||||||
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Total comprehensive income
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16,846 | 12,055 | 28,901 | |||||||||||||||||||||
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Cash dividends declared and paid
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(23,949 | ) | (23,949 | ) | ||||||||||||||||||||
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Issue of common stock
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9,408,481 | 95 | 38,305 | 38,400 | ||||||||||||||||||||
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Compensation related to options
and restricted stock
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28,609 | 749 | 749 | |||||||||||||||||||||
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Balance at December 31, 2009
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48,675,897 | $ | 487 | $ | 239,624 | $ | (33,824 | ) | $ | (14,363 | ) | $ | 191,924 | |||||||||||
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Balance at January 1, 2010
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48,675,897 | $ | 487 | $ | 239,624 | $ | (33,824 | ) | $ | (14,363 | ) | $ | 191,924 | |||||||||||
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Total comprehensive income
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6,377 | 11,868 | 18,245 | |||||||||||||||||||||
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Cash dividends declared and paid
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(14,741 | ) | (14,741 | ) | ||||||||||||||||||||
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Issue of common stock
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– | |||||||||||||||||||||||
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Compensation related to options
and restricted stock
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246,064 | 913 | 913 | |||||||||||||||||||||
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Balance at December 31, 2010
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48,921,961 | $ | 487 | $ | 240,537 | $ | (42,188 | ) | $ | (2,495 | ) | $ | 196,341 | |||||||||||
7
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 2010
Basis for preparation
The condensed financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.
Significant accounting policies
The condensed financial statements have been prepared in accordance with 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 2009 audited financial statements.
Reconciliation between IFRS and U.S. GAAP
Effective January 1, 2009, DHT changed the basis on which it prepares its financial statements from U.S. Generally Accepted Accounting Principles ("U.S. GAAP") to IFRS. There are no differences in the statements of operations and equity between IFRS and U.S. GAAP.
Reconciliation of non-IFRS financial measures ($ in thousands except shares and per share amounts)
| 4Q 2010 | 4Q 2009 |
Year
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Year
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Oct 1 - Dec. 31, 2010
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Oct. 1- Dec. 31, 2009
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Jan. 1 - Dec. 31, 2010
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Jan. 1 - Dec. 31, 2009
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Unaudited
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Unaudited
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Unaudited
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Audited
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Net income
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7,035 | 3,894 | 6,377 | 16,846 | ||||||||||||
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Amortization of unrealized loss of interest rate swaps
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776 | 2,406 | 11,868 | 12,055 | ||||||||||||
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Fair value (gain)/loss on derivative financial instrument
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(2,920 | ) | (2,573 | ) | (12,136 | ) | (7,993 | ) | ||||||||
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Net income adjusted for non-cash financial items
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4,891 | 3,727 | 6,109 | 20,908 | ||||||||||||
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Weighted average number of shares (diluted)
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48,935,305 | 48,675,897 | 48,779,606 | 46,321,404 | ||||||||||||
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Net income adjusted for non-cash financial items per share
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0.10 | 0.08 | 0.13 | 0.45 | ||||||||||||
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Net income
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$ | 7,035 | $ | 3,894 | $ | 6,377 | $ | 16,846 | ||||||||
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Amortization of unrealized loss of interest rate swaps
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776 | 2,406 | 11,868 | 12,055 | ||||||||||||
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Fair value (gain)/loss of derivative financial instruments
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(2,920 | ) | (2,573 | ) | (12,136 | ) | (7,993 | ) | ||||||||
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Depreciation and amortization
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7,152 | 6,952 | 28,392 | 26,762 | ||||||||||||
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Free cash flow from operations after contractual debt service
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$ | 12,043 | $ | 10,679 | $ | 34,501 | $ | 47,670 | ||||||||
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Free cash flow from operations after contractual debt service per share
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0.25 | 0.22 | 0.71 | 1.03 | ||||||||||||
8