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 2018

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): _____

 

---

 

---

---

·	Adjusted EBITDA for the quarter of $12.7 million. Net loss for the quarter of $28.2 million or loss of $0.20 per basic share. The net result was affected by a non-cash finance expense of $4.3 million (or $0.03 per basic share) related to the $484 million refinancing.

·

The Company’s VLCCs achieved time charter equivalent earnings of $14,700 per day in the second quarter of 2018 of which the Company’s VLCCs on time-charter earned $22,000 per day and the Company’s VLCCs operating in the spot market achieved $11,900 per day (after adoption of IFRS 15 as of January 1, 2018).

·	Thus far in the third quarter of 2018, 60% of the available VLCC spot days have been booked at an average rate of $21,100 per day.

·	For the second quarter of 2018, the Company will return $2.9 million to shareholders in the form of a cash dividend of $0.02 per share, payable on August 31, 2018 for shareholders of record as of August 24, 2018.

·

In April, the Company entered into a $484 million secured credit facility agreement with all nine of its existing relationship banks for the refinancing of 13 of the Company’s VLCCs. Also, the Company entered into an agreement with ABN Amro to increase the revolving credit facility from $43.4 million to $57.3 million. The revolving credit is currently undrawn.

SUBSEQUENT EVENTS HIGHLIGHTS:

 

·	On July 27, 2018 the Company took delivery of the first of its two VLCC newbuildings from HHI. The vessel is named DHT Bronco. The second newbuilding from HHI is expected to be delivered in September 2018.

 

·	In August, the Company entered into 5-year interest rate swaps with Nordea totaling $168.8 million with an average fixed rate of 3.01% - as compared to current 3m Libor of about 2.34%. $168.8 million equals 22% of total outstanding bank mortgage debt.

·

As of August 7, 2018 DHT has a fleet of 27 VLCCs, 26 in the water and one under construction scheduled for delivery in Q3 2018, as well as two Aframaxes. The total dwt of the fleet is 8,590,740. Seven of the VLCCs and one of the Aframaxes are on time charters. For more details on the fleet, please refer to our web site: http://dhtankers.com/index.php?name=AboutDHT%2FFleet.html.

 

¹Shipping Revenues net of voyage expenses.

² Shipping Revenues net of voyage expenses, vessel operating expenses and general and administrative expenses.

³Q4 2017 includes a non-cash impairment charge of $1.1 million and a net loss of $3.3 million related to the sale of DHT Eagle and DHT Utah. Q1 2017 includes a non-cash impairment charge of $7.5 million related to the sale of DHT Ann and DHT Phoenix. 2017 includes impairment charges of $8.5 million and net loss of $3.5 million related to sale of vessels. 2016 includes total impairment charges of $84.7 million.

⁴Diluted shares include the dilutive effect of the convertible senior notes and restricted shares granted to management and members of the board of directors.

⁵The cash balance as of December 31, 2016 includes $48.7 million relating to the financing for DHT Tiger which was drawn in 2016 in advance of the delivery of the DHT Tiger on January 16, 2017.

⁶Per common share.

⁷As % of total operating days in period.

 

---

Shipping revenues for the second quarter of 2018 of $67.2 million compared to shipping revenues of $86.3 million in the second quarter of 2017. The change from the 2017 period to the 2018 period was due lower tankers rates and non-cash IFRS 15 adjustment of $4.2 million partly offset by an increase in the fleet.

Voyage expenses for the second quarter of 2018 were $32.8 million, compared to voyage expenses of $26.7 million in the second quarter of 2017. The increase was mainly due to a larger fleet in the 2018 period partly offset by a non-cash IFRS 15 adjustment of $1.5 million.

The Company’s VLCCs achieved time charter equivalent earnings for the vessels operating in the spot market of $11,900 per day in the second quarter of 2018. If IFRS 15 had not been adopted January 1, 2018, the time charter equivalent earnings would have been $13,600 per day in the second quarter of 2018.

Vessel operating expenses for the second quarter of 2018 were $17.7 million, compared to $17.5 million in the second quarter of 2017. The increase was due to an increase in the fleet.

Depreciation and amortization was $24.9 million for the second quarter of 2018, compared to $22.9 million in the second quarter of 2017. The increase was due to an increase in the fleet.

General & administrative expense (“G&A”) for the second quarter of 2018 was $4.0 million, consisting of $3.4 million cash and $0.6 million non-cash charges, compared to $5.4 million in the second quarter of 2017, consisting of $4.5 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 2018 were $16.0 million compared to $8.7 million in the second quarter of 2017. The increase is mainly due to increased borrowings in connection with an increase in the fleet, a non-cash finance expense of $4.3 million related to upfront fees in connection with the refinancing and higher LIBOR.

The Company had net loss in the second quarter of 2018 of $28.2 million, or loss of $0.20 per basic share and $0.20 per diluted share, compared to net income in the second quarter of 2017 of $4.8 million, or $0.04 per basic share and $0.04 per diluted share.

Net cash provided by operating activities for the second quarter of 2018 was $12.7 million compared to $35.5 million for the second quarter of 2017. The decrease is mainly due to net loss of $28.2 million in the second quarter 2018 compared to net income of $4.8 million in the second quarter 2017 due to a weaker tanker market.

Net cash used in investing activities was $89.1 million in the second quarter of 2018 and was mainly related to investment in vessels under construction. Net cash used in investing activities was $152.5 million in the second quarter of 2017 comprising $153.8 million related to investment in vessels and $42.0 million related to investment in vessels under construction, offset by $43.3 million related to the sale of DHT Ann and DHT Phoenix.

Net cash provided by financing activities for the second quarter of 2018 was $83.6 million comprising $472.0 million related to issuance of debt offset by $377.9 million related to repayment of long term debt in connection with refinancing, $7.6 million related to scheduled repayment of long term debt and $2.9 million related to cash dividend paid. Net cash provided by financing activities for the second quarter of 2017 was $148.9 million comprising $201.2 million related to issuance of debt offset by $17.1 million related to repurchase of convertible senior notes, $13.3 million related to repayment of long term debt in connection with sale of vessels, $11.8 million related to scheduled repayment of long term debt and $10.1 million related to cash dividend paid.

As of June 30, 2018, our cash balance was $76.9 million, compared to $77.3 million as of December 31, 2017.

We declared a cash dividend of $0.02 per common share for the second quarter of 2018 payable on August 31, 2018 for shareholders of record as of August 24, 2018.

We monitor our covenant compliance on an ongoing basis. As of the date of our most recent compliance certificates submitted for the second quarter of 2018, we are in compliance with our financial covenants.

---

 

We reported shipping revenues for the first half of 2018 of $147.1 million compared to $178.4 million in the first half of 2017. The change from the 2017 period to the 2018 period was due to lower tanker rates and non-cash IFRS 15 adjustment of $0.4 million partly offset by an increase in the fleet.

Voyage expenses for the first half of 2018 were $66.5 million compared to voyage expenses of $48.1 million in the first half of 2017. The increase was mainly due to an increase in the fleet and more vessels in the spot market partly offset by a non-cash IFRS 15 adjustment of $0.5 million.

Vessel operating expenses for the first half of 2018 were $35.0 million, compared to $31.4 million in the first half of 2017. The increase is mainly due to an increase in the fleet.

Depreciation and amortization, including depreciation of capitalized survey expenses, was $48.5 million for the first half of 2018, compared to $43.9 million in the first half of 2017. The increase was due to an increase in the fleet.

No impairment charge was recorded in the first half of 2018. We recorded an impairment charge of $7.5 million in the first half of 2017 related to the sale of DHT Phoenix and DHT Ann.

G&A for the first half of 2018 was $8.9 million, consisting of $7.1 million cash and $1.8 million non-cash, compared to $11.7 million, consisting of $8.7 million cash and $3.0 million non-cash for the first half of 2017. Cash G&A for the first half of 2017 includes $2.1 million in advisory fees related to the Frontline proposal to acquire all outstanding shares in DHT.

Net financial expenses for the first half of 2018 were $25.5 million, compared to $16.4 million in the first half of 2017. The increase is mainly due to increased borrowings in connection with an increase in the fleet, a non-cash finance expense of $4.3 million related to upfront fees in connection with the refinancing and higher LIBOR.

We had net loss for the first half of 2018 of $37.4 million, or loss of $0.26 per basic share and $0.26 per diluted share compared to net income of $19.2 million, or $0.18 per basic share and $0.18 per diluted share in the first half of 2017. The difference between the two periods reflects lower freight rates partly offset by a larger fleet.

Net cash provided by operating activities for the first half of 2018 was $30.0 million compared to $76.9 million for the first half of 2017. The decrease is mainly due to lower net income.

Net cash used in investing activities for the first half of 2018 was $87.6 million comprising $106.6 million related to investment in vessels under construction and $1.7 million related to investment in vessels offset by $20.7 million related to the sale of DHT Utik. Net cash used in investing activities for the first half of 2017 was $199.2 million of which $159.8 million related to investment in vessels and $105.9 million related to investment in vessels under construction offset by $66.7 million related to the sale of DHT Ann, DHT Phoenix and DHT Chris.

Net cash provided by financing activities for the first half of 2018 was $57.2 million comprising $472.0 million related to issuance of debt offset by $377.9 million related to repayment of long-term debt in connection with refinancing, $22.4 million related to scheduled repayment of long term debt, $8.7 million related to repayment of long term debt in connection with sale of vessels and $5.7 million related to cash dividend paid. Net cash used in financing activities for the first half of 2017 was $117.0 million comprising $200.5 million related to issuance of debt offset by $25.4 million related to repayment of long term debt in connection with sale of vessels, $23.4 million related to scheduled repayment of long term debt, $17.6 million related to cash dividend paid and $17.1 million related to repurchase of convertible senior notes.

As of June 30, 2018, our cash balance was $76.9 million, compared to $77.3 million as of December 31, 2017.

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. EDT/14:00 CEST on Wednesday August 8, 2018 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 1 929 477 0324 within the United States, 23 50 02 96 within Norway and +44 330 336 9411 for international callers. The passcode is “DHT” or “9279966”.

The webcast which will include a slide presentation will be available on the following link: https://edge.media-server.com/m6/p/5hbucz6q and can also be accessed in the Investor Relations section on DHT’s website at http://www.dhtankers.com.

An audio replay of the conference call will be available through August 16, 2018. To access the replay, dial 1 719 457 0820 within the United States, 23 50 00 77 within Norway or +44 207 660 0134 for international callers and enter “9279966” as the pass code.

 

 

---

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 April 24, 2018.

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: +1 441 299 4981 and +47 984 39 935

E-mail:  lch@dhtankers.com

---

---

---

---

---

---

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 6, 2018 and authorized for issue on August 7, 2018.

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 2017. Our interim results are not necessarily indicative of our 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 2017 audited consolidated financial statements.

These interim condensed consolidated financial statements have been prepared on a going concern basis.

New and revised IFRSs, and interpretations mandatory for the first time for the financial year beginning January 1, 2018 are listed below. With the exception of IFRS 15, the adoption did not have any effect on the financial statements:

IFRS 9 Financial Instruments

IFRS 15 Revenue from Contracts with Customers

Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions

Annual Improvements to IFRS Standards 2014-2016 Cycle

IFRIC 22 Foreign Currency Transactions and Advance Consideration

Effective from January 1, 2018, we adopted the new accounting standard IFRS 15 Revenue from Contracts with Customers using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of accumulated deficit. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.

For vessels operating on spot charterers, voyage revenues are, under the new revenue standard, recognized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis. Voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port if they qualify as fulfillment costs under IFRS 15. To recognize costs incurred to fulfil a contract as an asset, the following criteria shall be met: (i) the costs relate directly to the contract, (ii) the costs generate or enhance resources of the entity that will be used in satisfying performance obligations in the future and (iii) the costs are expected to be recovered. Reference is also made to note 2 in the Annual Report on Form 20-F for 2017.

---

Time charters continue to be accounted as operating leases in accordance with IAS 17 and related interpretations and the implementation of the new revenue standard therefore did not have an effect on income recognition from such contracts.

The cumulative effect of the adjustments made to our condensed consolidated statement of financial position at January 1, 2018 from the adoption of IFRS 15 Revenue from Contracts with Customers was as follows:

 

 

 

CONDENSED CONSOLIDATED INCOME STATEMENT

	2Q 2018                  Apr. 1 – Jun. 30 2018			1H 2018                   Jan. 1 – Jun. 30, 2018
$ in thousands	As reported	Adjustments due to IFRS 15	Balance without adoption of IFRS 15	As reported	Adjustments due to IFRS 15	Balance without adoption of IFRS 15
Shipping revenues	67,233	4,169	71,402	147,144	426	147,570
Voyage expenses	(32,798)	(1,495)	(34,293)	(66,519)	(467)	(66,986)
Net income/(loss) after tax	(28,222)	2,674	(25,548)	(37,435)	(41)	(37,476)

 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW

Voyage expenses are capitalized between the previous discharge port, or contract date if later, and the next load port and amortized between load port and discharge port. The closing balance of assets recognized from the costs to obtain or fulfil a contract was $2.6 million as per June 30, 2018. During second quarter of 2018, $0.8 million was amortized and no impairment losses were recognized in the period.

---

IFRS 15 requires disclosure on the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period and an explanation of when an entity expects to recognize these amounts as revenue. We have applied the practical expedient related to performance obligation with reference to IFRS 15:121 (a), as the original expected duration of the underlying contract is one year or less. Consequently, no disclosure is presented in the notes to the interim condensed consolidated financial statements.

According to IFRS 15:114 an entity shall disaggregate revenue recognized from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. DHT’s business is to operate a fleet of crude oil tankers and management has organized the entity as one segment based upon on the service provided. Consequently, the Company does not disaggregate revenue recognized from contracts with customers.

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.

As of June 30, 2018, the Company had 27 vessels in operation; 8 vessels were on time charters and 19 vessels operating in the spot market.

For the period from April 1, 2018 to June 30, 2018 five customers represented $12.8 million, $9.9 million, $6.5 million, $6.5 million and $3.8 million, respectively, of the Company’s revenues. The five customers in aggregate represented $39.5 million of the total revenue of $67.2 million for the period from April 1, 2018 to June 30, 2018.

For the period from January 1, 2018 to June 30, 2018 five customers represented $23.6 million, $21.4 million, $11.0 million, $9.8 million and $8.6 million, respectively, of the Company’s revenues. The five customers in aggregate represented $74.4 million of the total revenue of $147.1 million for the period from January 1, 2018 to June 30, 2018.

For the period from April 1, 2017 to June 30, 2017 five customers represented $11.9 million, $11.9 million, $6.2 million, $6.1 million and $5.2 million, respectively, of the Company’s revenues. The five customers in aggregate represented $41.3 million of the total revenue of $86.3 million for the period from April 1, 2017 to June 30, 2017.

For the period from January 1, 2017 to June 30, 2017 five customers represented $25.8 million, $19.6 million, $14.8 million, $12.7 million and $10.4 million, respectively, of the Company’s revenues. The five customers in aggregate represented $83.3 million of the total revenue of $178.4 million for the period from January 1, 2017 to June 30, 2017.

Note 4 – Interest bearing debt

As of June 30, 2018, DHT had interest bearing debt totaling $856.0 million (including the $105.8 million convertible senior notes).

In April we entered into a $484 million secured credit facility agreement for the refinancing of 13 of the Company’s VLCCs. The following credit facilities were refinanced: Nordea Samco Credit Facility (DHT Sundarbans, DHT Taiga, DHT Redwood, DHT Hawk, DHT China, DHT Falcon and DHT Condor) $215.2 million, Nordea/DNB Credit Facility (DHT Leopard) $44.4 million, ABN Amro Credit Facility (DHT Lion, DHT Panther and DHT Puma) $118.4 million and the undrawn DNB/Nordea Credit Facility (DHT Bronco and DHT Mustang) $82.5 million. We also entered into an agreement with ABN Amro to increase the Company’s revolving credit facility to $57.3 million from the current availability of $43.4 million. Both credit facilities are described below.

In April 2018 we entered into a credit facility with ABN Amro, Nordea, Credit Agricole, DNB, ING, Danish Ship Finance, SEB, DVB and Swedbank as lenders and DHT Holdings, Inc. as guarantor for the financing of eleven VLCCs and two newbuildings. Borrowings bear interest at a rate equal to Libor + 2.40% and the loan is repayable in quarterly installments of $7.0 million through Q2 2024 and a final payment of $212.2 with the last installment. When the facility is fully drawn, the quarterly installments will be $8.3 million with a final payment of $284.8 million in the second quarter of 2023.

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 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 we 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 $48.7million 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).

In November 2014 we 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

·

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 October 2015 we entered into a credit facility totaling $50.0 million with Nordea and DNB as lenders and DHT Holdings, Inc. as guarantor for the financing of the VLCC newbuilding DHT Leopard delivered in Q1 2016. The full amount of the credit facility was drawn on December 29, 2015 in advance of the delivery of the DHT Leopard on January 4, 2016. Borrowings bear interest at a rate equal to Libor + 2.25% and are repayable in 20 quarterly installments of $0.625 million from March 2016 to December 2020 and a final payment of $37.5 million in December 2020. In April 2018, DHT Leopard was refinanced as part of the ABN Amro Credit Facility. In September 2016, the four vessels financed by RBS (DHT Ann, DHT Chris, DHT Cathy and DHT Sophie) were included in the credit facility as a separate tranche totaling $40.0 million. Borrowings under the $40.0 million tranche bear interest at a rate equal to Libor + 2.75% and are repayable in 11 quarterly installments of $2.1 million from December 2016 to June 2019 and a final payment of $17.3 million in August 2019. Subsequent to the sale of DHT Chris which was delivered to the buyers in January 2017 and the sale of the DHT Ann which was delivered to the buyers in May 2017, the separate tranche is repayable in quarterly installments of $0.4 million and a final payment of $6.9 million in August 2019. 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).

 

$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., borrowings bear interest at a rate equal to Libor + 2.40%. Subsequent to the sale of the DHT Utah and DHT Utik and the delivery of DHT Stallion and DHT Colt, the current outstanding is repayable in quarterly installments of $5.4 million with a final payment of $156.3 million in the second quarter of 2023. 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 November 2016, we 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, we 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. 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).

During the second quarter of 2017 we repurchased $12.2 million of the convertible senior notes in the open market at a price of 98.4% of par. During the first quarter of 2017 we repurchased $5.0 million of the convertible senior notes in the open market at a price of 100.4% of par. During the fourth quarter of 2016 we repurchased $23.0 million of the convertible senior notes in the open market at an average price of 90.4% of par. In February 2016 we repurchased $3.0 million of the convertible senior notes in the open market at a price of 99% of par and in April 2016 we repurchased $1.0 million of the convertible senior notes in the open market at a price of 99% of par.

As of the date of our most recent compliance certificates submitted to the banks, we are in compliance with our financial covenants.

Note 5 – Vessels

The carrying values of our 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. The Company is of the view that there were no events or changes in circumstances indicating that the carrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular vessel as of June 30, 2018.

---

---

NOTE 6 – Equity and Convertible Bond Offerings

On September 16, 2014 we completed a private placement of $150 million aggregate principal amount of convertible senior notes due 2019 (the “Notes”). DHT will pay interest at a fixed rate of 4.5% per annum, payable semiannually in arrears. Net proceeds to DHT were approximately $145.9 million after the payment of placement agent fees. The value of the conversion right has been estimated to $21.8 million; hence $21.8 million of the aggregate principal amount of $150.0 million was classified as equity. The Notes will be convertible into common stock of DHT at any time after placement until one business day prior to their maturity. The initial conversion price was $8.125 per share of common stock (equivalent to 18,461,538 shares of common stock), and 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 $6.2599 effective May 18, 2018. Based on the adjusted conversion price and after adjusting for the repurchase of $44.2 million of the convertible senior notes in the open market at an average price of 94.5% of par, the total number of shares to be issued would be 16,905,409.

We have concluded that the adjustment of the conversion rate upon the payment of cash dividends does not result in an accounting entry as the liability and equity components of the instrument are not re-measured as a result of the cash dividend. This is based on the fact that we have determined that the Notes are non-derivative financial instruments that contain both liability and equity components. The financial liability is the contractual obligation to make interest and principal payments and the equity component is the right of the holders of the Notes to convert the Notes into a fixed number of the Company’s common shares. In accordance with IAS 32, the liability component was measured first and is recorded at its amortized cost over the life of the instrument. The equity component was assigned the residual amount after deducting the amount separately determined for the liability component. The equity component was recorded as part of additional paid-in capital and is never re-measured.

The determination that the conversion feature is an equity instrument (rather than a derivative liability accounted for under IAS 39) was made on the basis that there is no variability in the number of equity instruments delivered upon conversion (i.e. the exchange meets the “fixed for fixed” requirements set forth under IAS 32). In making the determination, the Company considered that the Notes contain a mechanism whereby the conversion rate of the Notes is adjusted for cash dividends paid by the Company. Although this adjustment results in variability in the number of common shares delivered, the fact that this variability serves to maintain the relative economic rights of the holders of the Notes results in no violation of the “fixed for fixed” requirement.

Note 7 – Stockholders equity and dividend payment

		Common stock			Preferred stock
Issued at June 30, 2018		143,592,543			–
Shares to be issued assuming conversion of
convertible notes*		21,133,000
Numbers of shares authorized for issue
at June 30, 2018		250,000,000			1,000,000
Par value		$ 0.01			$ 0.01

*assuming the maximum Fundamental Change conversion rate.

 

Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders.

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, 2018, 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.

---

Note 8 – Accounts receivable and accrued revenues

Accounts receivable and accrued revenues totaling $29.4 million as of June 30, 2018 consists mainly of accounts receivable with no material amounts overdue.

Note 9 - Financial risk management, objectives and policies

Note 9 in the 2017 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 10 – Subsequent events

On August 6, 2018 the Board approved a dividend of $0.02 per common share related to the second quarter 2018 to be paid on August 31, 2018 for shareholders of record as of August 24, 2018.

In August, the Company entered into 5-year interest rate swaps with Nordea totaling $168.8 million with an average fixed rate of 3.01% - as compared to current 3m Libor of about 2.34%. $168.8 million equals 22% of total outstanding bank mortgage debt.

On July 27, 2018 the Company took delivery of the first of its two VLCC newbuildings from HHI. The vessel is named the DHT Bronco. A total of $51.4 million of debt was drawn in connection with the delivery.

In July, the Company entered into agreements to install exhaust gas cleaning systems, also known as scrubbers, on twelve of its VLCCs. The Company has entered into agreement with Alfa Laval to supply the systems and has also secured shipyard capacity to install all systems within 2019. These twelve systems will come in addition to the two systems being installed on the newbuildings DHT Bronco, delivered in July 2018, and DHT Mustang set for delivery from Hyundai Heavy Industries (“HHI”) in Q3 2018. The Company has received proposals to finance the majority of the project with debt and is confident to conclude this in the near future.