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Final Results for the Year Ended 31 December 2011

7 Mar 2012 07:00

RNS Number : 8256Y
Goldenport Holdings Inc
07 March 2012
 



Goldenport Holdings Inc.

Athens, 7 March 2012

 

Final Results for the Year Ended 31 December 2011

 

Goldenport Holdings Inc. ("Goldenport" or "the Company"), (LSE: GPRT) the international shipping company that owns and operates a fleet of container and dry bulk vessels, today announces the results for the year ended 31 December 2011 reporting a final dividend for 2011 of 4.0 pence per share, which including the interim dividend results in a total dividend for the year of 6.0 pence per share, an increase of 11.1% compared to the 2010 dividend.

 

Financial Highlights (amounts in '000 except per share data)

 

§ Revenue of US$ 107,329, +21.7% increase (2010: US$ 88,180)

§ EBITDA of US$ 50,673, +20.1% increase (2010: US$ 42,199)

§ Net Profit of US$ 2,339 compared to Net loss of US$ 152 in 2010

 

§ Earnings per Share of US$ 0.03 calculated on 91,179,150 shares (2010: (0.00) calculated on 80,215,088 shares)

 

§ Available cash of US$ 38,018 (31 December 2010: US$ 52,683)

§ Restricted cash of US$ 4,000 (31 December 2010: US$ 10,100)

 

§ No impairment losses incurred on any vessel of the fleet

§ In full compliance with debt covenants

 

§ Initial new-building program successfully completed

§ No further capital commitments

 

§ Final dividend of 4.0 pence per share or £ 3,634 in total (2010 final dividend: 3.6 pence per share)

§ 2.0 pence will be paid in cash and 2 pence will be paid in shares

§ Total dividend for 2011 of 6.0 pence per share, +11.1% increase (2010: 5.4 pence per share)

 

CEO Statement (amounts in US$'000):

 

Captain Paris Dragnis, Founder and Chief Executive Officer of the Company commented:

 

"Shipping remains a vital link in the global economy, but it is also a cyclical business. We are therefore, pleased to report healthy operational results for 2011 despite the continued market volatility over the last twelve months.

 

During the year, we continued with our fleet renewal and expansion strategy. We completed our initial new-building program with the delivery of four vessels, three bulk carriers and one container vessel, and arranged for the profitable sale of one container vessel and the replacement of its operating days through the acquisition of another younger geared container vessel. Following these developments our fleet expanded to twelve containers and fourteen dry-bulk carriers, out of which nine vessels in total are built after 2009, lowering the average age profile of our fleet while expanding its carrying and revenue generation capacity.

 

We expect the freight market in the containers and dry-cargo sectors to remain under pressure in 2012. However, the Company's enlarged fleet has 58% of available days in 2012 already fixed under period employment, assuming earliest charter expiration. The remaining of the 2012 available days will be covered by employing the vessels in short-term contracts until the market improves, at which point we shall consider a mixture of medium to longer-term time charter contracts.

 

As testimony to Goldenport's strength, confidence in the future and commitment to our shareholders, the Board proposed a final dividend of 4.0 pence per share which when added to the interim dividend of 2.0 pence per share provides a full year dividend for 2011 of 6.0 pence which represents an increase of 11.1% compared to the 2010 full year dividend of 5.4 pence per share.

 

Our Company is in a strong financial condition with net debt to book capitalisation as of 31 December 2011 of only 47% a conservative figure for our industry. We have no issues with our loan covenants and no asset impairment charges. Our total cash balance on 31 December 2011 was US$42,018, after the cash acquisition of the container vessel 'Paris Jr' which we expect to leverage in 2012 releasing cash back to the business. Following the successful completion of our initial new-building program which enlarged our operational fleet, we have no further capital commitments.

 

We remain cautious given the current market conditions, but we also remain alert to investment opportunities that traditionally arise during weak markets.

 

I am confident that our strong links with international shipping banks, our well established relationships with major international charterers, our experienced management, our strong balance sheet and our modern fleet will allow us to meet the challenges in the current uncertain markets and facilitate our next renewal and growth phase."

 

Final Dividend:

 

The Board of Directors of Goldenport believes it is prudent to maintain a conservative dividend payout ratio but also recognises the needs to reward shareholders who have consistently supported the Company. Therefore the Board proposes a final dividend of 4.0 pence per share in respect of the financial year ending 31 December 2011 (3.6 pence per share final dividend in 2010). Including the interim dividend of 2.0 pence per share already paid, the total dividend for 2011 will be 6.0 pence per share (2010: total dividend was 5.4 per share). 2.0 pence per share of the final dividend will be paid in cash accompanied by 2.0 pence paid in shares, arrangements for which will be mailed to shareholders on or about 3 April 2011. Assuming that the dividend proposal is approved at the AGM that will be held on 11 May 2012, the dividend will be payable on 18 May 2012 to the shareholders on the register as at close of business on 16 March 2012. The ex-dividend date is 14 March 2012.

 

Compliance with Debt Covenants:

 

The Company is in full compliance with the covenants of existing bank debt.

 

Impairment:

 

No impairment loss has been incurred on any vessels in the fleet. 

 

Fleet Developments:

 

New-Building Deliveries

 

On 18 April 2011 the Company took delivery of the 57,000 DWT geared bulk carrier 'Pisti', which was constructed in Cosco Zhousan shipyard of China.

 

On 9 May 2011 the Company took delivery of the 93,000 DWT bulk carrier 'D Skalkeas', which was constructed in Jiangsu Yangzijiang Shipbuilding Co. shipyard of China.

 

On 12 July 2011 the Company took delivery of the 57,000 DWT geared bulk carrier 'Sofia', which was constructed in Cosco Zhousan shipyard of China.

 

On 25 July 2011 the Company took delivery of the 2,500 TEU geared container vessel 'Erato', which was constructed in Jiangsu Yangzijiang Shipbuilding Co. Ltd, shipyard of China.

 

Profitable Vessel disposal (amounts in US$ '000)

 

On 6 December 2011, the company agreed the sale of the 2,986 TEU, 1991-built vessel "Grand Vision", to an unaffiliated third party. The sale was concluded at a net consideration of U.S. $6,168 cash and the vessel was delivered to the new owners on 29 December 2011. The gain resulting from the sale of the vessel was U.S.$349.

 

Operational vessels acquisition (amounts in US$ '000)

 

On 15 February 2011, the Company took delivery of the M/V 'Clifton Bridge', a container vessel of 3,720 TEU built in 1988, which was acquired for U.S.$8,100. The vessel was renamed 'Pos Yantian'.

 

On 27 October 2011, the Company took delivery of the M/V Paris JR, a container vessel of 1,129 TEU built in 1996, which was acquired for U.S.$4,762.

 

Treasury Shares:

 

The share capital of the Company consists of 91,288,554 shares of common stock with a nominal value of US$0.01 each. As of 6 March 2012 the Company holds 427,887 shares in treasury; therefore the total number of voting rights in the Company is 90,860,667.

 

Fleet Forward Coverage: 

 

The percentage of available days of the fleet already fixed under contracts as of 6 March 2012 assuming the earliest charter expiration is as follows:

 

 

2012 (1)

2013 (1)

Total Fleet

58% (48%)

11% (10%)

Containers

76% (60%)

7% (5%)

Bulk Carriers

42% (38%)

14% (14%)

 

(1) Percentage of available days of the fleet fixed under contract as reported on 15 February 2012, being the date of the previous trading update, is given in brackets

 

2012 Financial Calendar:

 

Ex-dividend date:

14 March 2012

Record date:

16 March 2012

Calculation period for share dividend:

14-21 March 2012

Despatch Annual Report and AGM Documentation:

3 April 2012

Annual General Meeting

11 May 2012

Dividend payment:

18 May 2012

 

Conference Call and Webcast:

 

The Company's management will hold a conference call today Wednesday 7 March at 2:30 P.M. (BST), 4:30 P.M. (Athens), 9:30 A.M. (EDT), to discuss the results.

 

Conference Call details:

 

Participants should dial into the call 10 minutes prior to the scheduled time using the following numbers: 0800-953-0329 (from the UK), 1-866-819-7111 (from the US) or +44 (0)1452-542-301 (all other callers). Please quote "Goldenport Holdings" to the operator.

 

A telephonic replay of the conference call will be available until 14 March 2012 by dialling 0800-953-1533 (from the UK), 1-866-247-4222 (from the US) or +44 (0)1452-550-000 (all other callers). Access Code: 6906584#

 

Slides and Audio Webcast:

 

There will also be a live and then archived webcast of the conference call, accessible through the Goldenport Holdings website (www.goldenportholdings.com). Participants to the live webcast should register on the website approximately 10 minutes prior to the start of the webcast.

 

Enquiries

 

Goldenport:

Christos Varsos, Chief Financial Officer: +30 210 8910 500

John Dragnis, Commercial Director +30 210 8910 500

 

Investor Relations Co-ordinators:

 

Capital Link:

Eleni Theodoropoulou - London +44 203 206 1322

Nicolas Bornozis - New York +1 212 661 7566

 

E-mail: goldenport@capitallink.com

info@goldenport.biz

 

Market Outlook:

 

Containers:

 

At the start of 2011 the improved momentum of the market through the second half of 2010 brought earnings to an acceptable level. With almost all major liner companies announcing profits for 2010, the number of laid up vessels reducing to less than 150 and vessels available for charter at their lowest number for more than three years, market signs were optimistic. By April, 2011 charter rates and asset prices were at their long term averages.

 

Unfortunately, the world's economic fundamentals did not justify such optimism, with cargo growth stalling at the same time that a large number of new-building vessels were being delivered into the market. Despite "slow steaming" by some operators, moderate levels of scrapping of older ships, and attempts to delay new-building deliveries, there was an imbalance in the supply and demand ratio. Consequently, by the beginning of 2012 freight rates had reduced to those experienced in 2009 and the number of idle vessels increased to 290 vessels, representing 750,000 TEU.

 

The outlook for this sector depends on the balance of supply and demand. With the demand growth for the container trade in 2012 estimated by industry sources at 7-7.5% and the scheduled supply growth for the container fleet estimated at 9.3%, the outlook for 2012 does not look promising. As the year is developing however it appears supply growth may only reach 8%, due to cancellations of new-building vessels, delays in delivery dates, an increase in the rate of scrapping and the introduction of "super slow steaming" for several post-panamax vessels.

 

It is important to distinguish between the different size segments that comprise the container new-building statistics. The majority of the new deliveries are for larger ships, post panamax vessels of 6,000 TEU or above and these vessels are largely restricted to finding employment on the East-West trades. Therefore, the adverse effects of the large new-building order-book may not fully impact the charter market for the smaller size vessels (those below 6,000 TEU).

 

Overall it is expected that 2012 could be a year of opportunity for those owners in a position to make further investments in the container sector, particularly in vessels below 6,000 TEU where the new-building order-book is at lower levels. Secondhand values have not fully realigned to current lower level of earnings but this is expected to happen as the year progresses.

 

Goldenport by operating in the segment below 6,000 TEU, is well positioned to utilize opportunities as the year develops.

 

Bulk-Carriers:

 

For 2012, the dry bulk shipping fleet, following the same pattern as in 2011 is expected to grow further despite the expected accelerated pace of demolition as well as cancellations and potential delays of the existing new-building order-book.

 

Whilst the supply side of the dry bulk sector will show a large increase, so should demand. As the majority of the total seaborne dry bulk trade is connected with the steel industry (iron ore, coking coal, steel products, scrap, etc) the anticipated growth in steel consumption is expected to be the key driver behind growth in demand in the dry bulk market.

 

In 2011 global steel production increased by 7% reaching a new high of 1.5 billion tons. For 2012 global steel production is set to continue to grow by at least another 100 million tons (about 6%) with demand from Asian countries leading the way once more. Considering the strong correlation between freight earnings and the steel industry combined with the positive underlying environment in the grain trades the resulting increase in demand for dry bulk vessels will partly offset the expected large increase in supply. Nevertheless, 2012 is expected to be a challenging year for owners of dry bulk tonnage.

 

Charter rate volatility was a key feature during 2011 (mainly for the Capesize vessels which fluctuated between c. $5,000 and c. $33,000 per day) and this is expected to continue into this year. The Supramax sector on the other hand was less volatile, fluctuating between c. $11,000 and c. $17,000. The spot market (as measured by the BDI) after reaching a 26 year low in early February (647 points on 3rd February 2012) has already bounced back and the derivatives' market view (FFA market) for the rest of the year is relatively positive.

 

Average freight rates for 2012 are expected to be lower than 2011 but still above operating cost break even levels. The expectation is for the larger size vessels (mainly the Post-Panamax and the Capesize) to experience the most difficult market conditions because of the large volume of newbuilding deliveries expected in these segments. The same is expected to apply for vessel values mainly in the second hand market. Vessel prices are expected to remain under further pressure (after softening by as much as 25% in 2011) due to lack of buying interest from cash-rich owners who feel there is further downside potential in prices and restrictions on the availability of bank financing. In the new-building market contracting activity (which was limited in 2011) is expected to remain weak forcing yards (especially in S. Korea) to further reduce their prices. Overall these conditions may provide real opportunities to companies with strong cash flow and reserves to upgrade their fleet during the course of the year and take full advantage of a recovery in demand in the foreseeable future.

 

The Company following the delivery of all new-buildings, has more vessels in operation compared to previous periods, which will support revenue generation over the longer term. At the same time Goldenport's bulk carriers' fleet is focused to the Supramax sector which traditionally has been less volatile compared to the larger sizes and has better outlook for the rest of the year.

 

 

 

 

 

 

 

 

Summary of Selected Financial and Operating Data:

 

Year ended

Income Statement Data (in US$ thousand, except EPS and number of shares data):

31-Dec-11

31-Dec-10

Revenue

107,329

88,180

EBITDA

50,673

42,199

EBIT

7,614

3,270

Net Profit / (Net Loss)

2,339

(152)

Weighted average number of shares

91,179,150

80,215,088

Basic EPS

0.03

(0.00)

Gain from vessels' disposals

349

868

Cancellation of new building contacts

-

(353)

Fleet Data:

Average number of vessels

24

18

Number of vessels at end of period

26

25

 -Operating

25

21

 -New Buildings under construction

-

4

Ownership days

8,870

6,529

Available days

8,727

6,319

Operating days

8,552

6,110

Fleet utilisation

98%

97%

Average Daily Results (in US$):

Time Charter Equivalent (TCE) rate

11,501

13,058

Average daily vessel operating expenses

4,668

4,969

Note: Ownership days and average daily vessel operating expenses exclude the new building orders not delivered in 2010, but include the new-building vessels delivered in each year from their respective delivery dates and the vessels sold in both years up to their respective sale dates.

 

See Appendices, for Notes on the Summary of Selected Financial and Operating Data, for detailed Fleet Employment profile, for Notes on the Summary of Selected Financial and Operating Data, for forward looking statements and for full set of financial statements.

 

Financial review (amounts in US$ '000, except the per day data)

 

Time and Voyage Charter Revenues: Revenues increased by US$ 19,149 or 21.7% to US$ 107,329 for 2011 (2010: US$ 88,180). The main reason for this, was the increase in available days for chartering due to: (i) the delivery of the new build vessels 'Pisti', 'Sofia', 'D Skalkeas' and 'Erato' during 2011, (ii) the full operation for the year of the new build vessels 'Eleni D', 'Sifnos' and 'Milos' that were delivered from their respective yards during the last quarter of 2010, (iii) the full operation of the vessel 'Grand Vision' that contributed partially in 2010, (iv) the full operation of the vessel 'Golden Trader' in 2011 which was acquired in 2010 and (v) the delivery of the second hand vessel 'Pos Yantian', which contributed partially in 2011. The increased days led to the significant increase in revenue although the daily time charter equivalent fell by 11.9% to US$ 11,501 per day (from US$13,058 per day in 2010).

 

Voyage expenses total: The voyage expenses increased by US$ 1,290 or 22.8% to US$ 6,958 for 2011 (2010: US$ 5,668) mainly due to the increased revenue figure to which commission rates applied.

 

Vessel operating expenses: Vessel operating expenses increased by US$ 8,960 or 27.6% to US$ 41,402 for 2011 (2010: US$ 32,442). The increase in absolute numbers is attributable to the increase of the fleet.

 

However, on a per day basis operating expenses decreased by US$ 301 per day or 6.1% to US$ 4,668 per day (2010: US$ 4,969 per day) reflecting the change in mix of the fleet after the sale of older vessels and the delivery of younger more efficient vessels.

 

General and administrative expenses: The General and administrative expenses decreased by US$ 1,154 or 21.9% to US$ 4,111 (2010: US$ 5,265) although it should be noted that 2010 expenses were inflated due to an out-of-court settlement of a dispute for US$ 1,300.

 

Depreciation: The vessels' depreciation charge increased by US$ 7,426 or 24.2% to US$ 38,112 for 2011 (2010: US$ 30,686) due to the incremental depreciation of the vessels 'Grand Vision' and 'Golden Trader', acquired in 2010, the delivery of the new-building vessels 'Sifnos', 'Milos', 'Eleni D' in the last quarter of 2010 and the acquisition of the second hand vessels 'Pos Yantian' and 'Paris Jr' and the delivery of the new build vessels 'Pisti', 'Sofia', 'D Skalkeas' and 'Erato' during 2011.

 

Depreciation of dry-docking costs: Depreciation of dry-docking costs decreased by US$ 3,462 or 39.5% to US$ 5,296 for 2011 (2010: US$ 8,758) mainly due to the renewal of the fleet and the completion of amortization of prior dry-dockings performed in prior years.

 

Gain from vessel disposals: In 2011 the Company realised US$ 349 of profit from the sale of the vessel 'Grand Vision'; during 2010 the Company realised profit of US$ 868 from the sale of the fully depreciated vessel 'MSC Mekong'.

 

Loss from cancellation of new building contracts: In 2010 the Company wrote off US$ 353 relating to the cancellation of the Qingshan contracts that was reflected in the 2009 results.

 

Financing costs: Interest expense increased by US$ 1,790 or 31.7% to US$ 7,430 for 2011 (2010: US$ 5,640), reflecting the net increase of debt due to i) draw-downs of debt in order to finance new-building payments and ii) incremental debt due to the acquisition of the second hand vessels 'Grand Vision', 'Golden-Trader' and 'Pos Yantian'.

 

Cash and cash equivalents: As of 31 December 2011, the Company had US$ 38,018 of unrestricted cash and cash equivalents (2010: US$ 52,683). The cash balance as of 31 December 2011 includes the proceeds received from the sale of 'Grand Vision' and is after the cash payment for the acquisition of the vessel 'Paris Jr' for which financing will be arranged in 2012. During 2011 the Company completed its initial new building program and currently has no further capital commitments to fund. Incremental cash will be used to fund acquisitions when opportunities arise.

 

Restricted Cash: The Company as of 31 December 2011 had US$4,000 of restricted cash (2010: US$10,100) representing part of the amount drawn in 2011 for the delivery instalment of the vessel 'D Skalkeas'.

 

 

 

 

 

 

 

APPENDIX 1:

 

Fleet Employment Profile

 

Operational fleet

Vessel

Type

Capacity

Built

Rate (US$) per day

Earliest

Expiration (1)

Containers

TEU

1

MSC Fortunate (2)

Post Panamax

5,551

1996

28,500

Feb-13

2

MSC Socotra

Post Panamax

4,953

1995

12,350

Apr-13

3

Bosporus Bridge

Sub Panamax

3,720

1993

See note 6

4

POS Yantian

Sub Panamax

3,720

1988

10,750

Sep-12

5

MSC Finland

Sub Panamax

3,032

1986

9,000

Apr-12

6

MSC Scotland

Sub Panamax

3,007

1992

6,800

Apr-12

6,500

Apr-13

7

Erato (3)

Sub Panamax

2,500

2011

15,250

Jun-12

8

MSC Anafi

Sub Panamax

2,420

1994

6,000

Jul-12

9

MSC Accra

Sub Panamax

1,889

1985

14,200

Jun-12

10

Paris Jr

Handy

1,129

1996

5,750

Nov-12

11

Gitte

Handy

976

1992

7,350

May-12

5,500

Nov-12

12

Brilliant

Handy

976

1992

6,000

Jun-12

5,500

Dec-12

Dry Bulk

DWT

13

Vasos (6)

Capesize

152,065

1990

5,300 + 200,000 Ballast Bonus

Mar-12

14

D Skalkeas

Post Panamax

93,000

2011

8,500 + 410,000 Ballast Bonus

Mar-12

15

Eleni D (6)

Supramax

59,000

2010

6,500

Mar-12

16

Milos

Supramax

57,000

2010

15,650 + 50% profit share of 105% BSI(5)

Oct-13

17

Sifnos

Supramax

57,000

2010

14,000 + 50% profit share of 105% BSI(5) over 14,500

Dec-16

18

Pisti

Supramax

57,000

2011

9,800

Jul-12

19

Sofia

Supramax

57,000

2011

11,875

Jun-12

20

Marie-Paule (4)

Supramax

53,800

2009

12,250

Mar-12

21

Alpine-Trader (4)

Supramax

53,800

2009

8,500

Mar-12

22

Alex D

Supramax

52,315

1989

See note 6

23

Limnos (7)

Supramax

52,266

1992

Dry-docking

24

Lindos

Supramax

52,266

1990

11,000

Mar-12

25

Tilos

Supramax

52,266

1991

7,500

Mar-12

26

Golden-Trader (6)

Handymax

48,170

1994

4,500

Mar-12

(1) Represents earliest day on which the charterer may redeliver the vessel

(2) The rate stated is the average rate per day over the duration of the time charter

(3) The charterer has the option to extend for one additional year at a daily rate of US$ 20,000

(4) Both vessels owned under a 50:50 joint venture with Glencore International AG

(5) BSI: Baltic Supramax Index

(6) The vessels 'Bosporus Bridge' and 'Alex D' are repositioning. The vessels 'Vasos', 'Eleni D' and 'Golden Trader' are using their respective current hires in order to reposition to more commercial areas

(7) The vessel is undergoing scheduled dry-docking

 

APPENDIX 2:

 

Notes on Summary of Selected Financial and Operating Data:

 

(1) Average number of vessels is the number of vessels that constituted our fleet for the relevant period, as measured by the sum of the number of days each vessel was a part of our fleet during the period divided by the number of calendar days in the period.

(2) Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

(3) Available days are the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues.

(4) Operating days are the number of available days in a period less the aggregate number of days that our vessels are off-hire due to any reason other than scheduled repairs or repairs under guarantee, vessel upgrades or special surveys, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

(5) We calculate fleet utilisation by dividing the number of our operating days during a period by the number of our available days during the same period. The shipping industry uses fleet utilisation to measure a company's efficiency in finding employment for its vessels and minimising the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.

(6) Daily vessel operating expenses, which include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses, are calculated by dividing vessel operating expenses by ownership days for the relevant period.

(7) TCE rates are defined as our time and voyage charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. Voyage expenses include port charges, bunker (fuel oil and diesel oil) expenses, canal charges and commissions. TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally not expressed in per day amounts while charter hire rates for vessels on time charters are generally expressed in such amounts.

(8) Net debt to book capitalisation is defined as total debt minus cash (both net of any restricted cash) divided by the carrying amount of vessels and vessels under construction.

 

APPENDIX 3:

 

Forward-Looking Statement

 

Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect the current views of Goldenport Holdings Inc. ("the Company") with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

 

The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, the Company cannot assure you that it will achieve or accomplish these expectations, beliefs or projections.

 

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including changes in charter hire rates and vessel values, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled dry-docking, changes in the Company's operating expenses, including bunker prices, dry-docking and insurance costs, or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events or acts by terrorists. The Company does not assume, and expressly disclaims, any obligation to update these forward-looking statements.

 

This press release is not an offer of securities for sale in the United States. The Company's securities have not been registered under the U.S.Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. person absent registration pursuant to, or an applicable exemption from, the registration requirements under U.S. securities laws.

 

APPENDIX 4:

 

Financial Statements

 

 

 

Goldenport Holdings Inc.

 

Consolidated Financial Statements

 

31 December 2011

 

 

The consolidated financial statements are presented in US dollars and all financial values are presented and rounded to the nearest thousand ($000), except for the per share information.

INDEPENDENT AUDITORS' REPORT

 

To the Shareholders of Goldenport Holdings Inc.

 

We have audited the accompanying financial statements of Goldenport Holdings Inc. and its subsidiaries ("the Group"), which comprise the consolidated statement of financial position as at 31 December 2011 and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory notes.

 

Management's Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal controls as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditors' Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate for the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the consolidated financial statements presents fairly in all material respects the financial position of the Group as of 31 December 2011, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union.

 

 

 

Ernst & Young (Hellas) Certified Auditors - Accountants S.A.

6 March 2012.

 

 

 

GOLDENPORT HOLDINGS INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2011

 

 

Notes

2011U.S.$'000

2010U.S.$'000

Revenue

107,329

88,180

Expenses:

Voyage expenses

3

(6,958)

(5,668)

Vessel operating expenses

3

(41,402)

(32,442)

Management fees - related party

22

(4,185)

(2,606)

Depreciation

8

(38,112)

(30,686)

Depreciation of dry-docking costs

8

(5,296)

(8,758)

General and administrative expenses

4

(4,111)

(5,265)

Operating profit before disposal of vessels

7,265

2,755

Loss from cancellation of new building contracts

-

(353)

Gain from disposal of vessels

349

868

Operating profit including disposal of vessels

7,614

3,270

Finance expense

5

(7,430)

(5,640)

Finance income

585

803

Foreign currency gain, net

1,570

1,415

Gain/ (Loss) for the period attributable to Goldenport Holdings Inc. shareholders

2,339

(152)

Total comprehensive income for the period attributable to Goldenport Holdings Inc. shareholders

2,339

(152)

Earnings per share (U.S.$):

- Basic EPS for the period

7

0.03

(0.00)

- Diluted EPS for the period

7

0.03

(0.00)

Weighted average number of shares for basic EPS

7

91,179,150

80,215,088

Weighted average number of shares adjusted for the effect of dilution

7

91,179,150

80,219,687

 

 

The accompanying notes 1 to 25 are an integral part of these consolidated financial statements.

 

 

 

 

 

GOLDENPORT HOLDINGS INC.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2011

Notes

2011 U.S.$'000

2010 U.S.$'000

ASSETS

Non-current assets

Vessels at cost, net

8

508,807

368,164

Advances for vessel acquisition

8

-

2,432

Advances for vessels under construction

9

-

71,021

Other non-current assets

11

238

1,770

509,045

443,387

Current assets

Inventories

403

-

Trade receivables

3,055

3,744

Insurance claims

12

571

433

Due from related parties

22

1,373

3,668

Prepaid expenses and other assets

13

6,598

1,247

Other current assets

11

1,435

401

Restricted cash

15

4,000

10,100

Cash and cash equivalents

14

38,018

52,683

55,453

72,276

TOTAL ASSETS

564,498

515,663

SHAREHOLDERS' EQUITY AND LIABILITIES

Equity attributable to equity holders of the parent

Issued share capital

16

912

911

Share premium

16

145,419

145,204

Other capital reserves

339

84

Retained earnings

113,980

119,981

Non Controlling Interest

16

1,000

-

Treasury Stock

6

(486)

-

TOTAL EQUITY

261,164

266,180

Non-current liabilities

Long-term debt

17

245,640

187,134

Deferred revenue

18

-

434

Other non-current liabilities

11

1,060

682

246,700

188,250

Current liabilities

Trade payables

8,437

8,706

Current portion of long-term debt

17

34,983

41,467

Accrued liabilities and other payables

19

7,933

5,902

Other current liabilities

11

3,070

345

Deferred revenue

18

2,211

4,813

56,634

61,233

TOTAL LIABILITIES

303,334

249,483

TOTAL EQUITY AND LIABILITIES

564,498

515,663

 

The accompanying notes 1 to 25 are an integral part of these consolidated financial statements.

 

 

GOLDENPORT HOLDINGS INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2011

 

 

 
 
Number of shares
 
Par value U.S.$
 
Issued share capital U.S.$'000
 
Share premium U.S.$’000
 
Other capital reserves U.S.$’000
 
Retained earnings U.S.$'000
 
Non-controlling interest
 
Treasury stock
 
Total Equity U.S.$'000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As at 1 January 2010
 
 70,820,611
 
0.01
 
708
 
108,865
 
-
 
 125,909
 
-
 
-
 
235,482
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss for the year
 
 -
 
-
 
 - 
 
 -
 
-
 
(152)
 
-
 
-
 
(152)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Comprehensive Income
 
 -
 
 -
 
 - 
 
 -
 
-
 
(152)
 
-
 
 
(152)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share based payments- AIP (Annual Incentive Plan) shares
 
116,196
 
0.01
 
1
 
176
 
-
 
 -
 
-
 
-
 
177
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Follow on offering proceeds, gross
 
18,496,010
 
0.01
 
185
 
35,528
 
-
 
-
 
-
 
-
 
35,713
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Follow on offering transaction costs
 
-
 
-
 
-
 
(2,034)
 
-
 
-
 
-
 
-
 
(2,034)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share based payment transactions
 
-
 
-
 
 
-
 
84
 
-
 
-
 
-
 
84
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends to equity shareholders
 
1,737,656
 
0.01
 
17
 
2,669
 
-
 
(5,776)
 
-
 
-
 
(3,090)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As at 31 December 2010
 
91,170,473
 
0.01
 
911
 
145,204
 
84
 
119,981
 
-
 
-
 
266,180
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit for the year
 
 -
 
-
 
 - 
 
 -
 
-
 
2,339
 
-
 
-
 
2,339
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Comprehensive Income
 
 -
 
 -
 
 - 
 
 -
 
-
 
2,339
 
-
 
-
 
2,339
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share based payments- AIP (Annual Incentive Plan) shares
 
111,965
 
0.01
 
1
 
204
 
-
 
 -
 
-
 
-
 
205
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Share based payment transactions
 
-
 
-
 
-
 
-
 
255
 
-
 
-
 
-
 
255
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends to equity shareholders
 
6,116
 
0.01
 
-
 
11
 
-
 
(8,340)
 
-
 
-
 
(8,329)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Treasury Stock
 
(427,887)
 
0.01
 
-
 
-
 
-
 
-
 
-
 
(486)
 
(486)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-controlling interest
 
-
 
-
 
-
 
-
 
-
 
-
 
1,000
 
-
 
1,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As at 31 December 2011
 
90,860,667
 
0.01
 
912
 
145,419
 
339
 
113,980
 
1,000
 
(486)
 
261,164
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

The accompanying notes 1 to 25 are an integral part of these consolidated financial statements.

 

 

 

 

 

 

 

GOLDENPORT HOLDINGS INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2011

Notes

2011 U.S.$'000

2010 U.S.$'000

Operating activities

Profit/ (Loss) for the year

2,339

(152)

Adjustments to reconcile loss for the year to net cash inflow from operating activities:

Depreciation

8

38,112

30,686

Depreciation of dry-docking costs

8

5,296

8,758

Gain from disposal of vessels

8

(349)

(868)

Finance expense

5

7,430

5,640

Finance income

(585)

(803)

Annual Incentive Plan shares

-

195

Share-based payment transactions

22

255

84

Foreign currency gain, net

(1,570)

(1,415)

Operating profit before working capital changes

50,928

42,125

Working capital adjustments:

(Increase)/Decrease in inventories

(403)

267

(Increase)/Decrease in trade receivables, prepaid expenses & other assets

(4,369)

2,425

(Increase)/Decrease in insurance claims

(138)

1,720

Receivable from cancellation of new building contracts

-

9,360

Increase in trade payables, accrued liabilities & other payables

2,723

1,560

(Decrease) in deferred revenue

(3,036)

(1,795)

Net cash flows from operating activities before movement in amounts due from related parties

45,705

55,662

Due from related parties

22

2,295

(1,589)

Net cash flows provided by operating activities

48,000

54,073

Investing activities

Acquisition/improvements of vessels

8

(10,616)

(23,828)

Proceeds from disposal of vessels net of commissions

8

6,168

1,912

Dry-docking costs

(2,884)

(7,290)

Advances for vessel acquisition

-

(2,432)

Advances for vessel under reconstruction

-

(1,000)

Advances for vessels under construction

9

(98,991)

(80,732)

Interest received

187

446

Net cash flows used in investing activities

(106,136)

(112,924)

Financing activities

Proceeds from follow on offering, net of transaction costs

-

33,679

Treasury stock

(486)

-

Proceeds from issue of long - term debt

17

101,200

89,076

Proceeds from NCI

1,000

-

Repayment of long-term debt

(49,261)

(33,097)

Restricted cash

15

6,100

5,000

Interest paid

17

(7,181)

(5,778)

Dividends paid to equity holders of the parent

20

(8,329)

(3,090)

Net cash flows provided by financing activities

43,043

85,790

Net (decrease)/increase in cash and cash equivalents

(15,093)

26,939

Exchange gains on cash and cash equivalents

428

1,126

Cash and cash equivalents at beginning of year

52,683

24,618

Cash and cash equivalents at end of year

38,018

52,683

 

 

The accompanying notes 1 to 25 are an integral part of these consolidated financial statements.

GOLDENPORT HOLDINGS INC.

NOTES TO THE FINANCIAL STATEMENTS

 

1. FORMATION, BASIS OF PRESENTATION AND GENERAL INFORMATION

 

Goldenport Holdings Inc. ('Goldenport' or the 'Company') was incorporated under the laws of Marshall Islands, as a limited liability company, on 21 March 2005. On 5 April 2006 Goldenport Holdings Inc. was admitted in the Official List and started trading at the London Stock Exchange ("LSE").

 

The address of the registered office of the Company is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960. The address of the Head Office of the Company is Status Center, 41 Athinas Avenue, 166-71 Vouliagmeni, Greece.

 

Goldenport as at 31 December 2011 is the holding Company for twenty-four intermediate holding companies, each in turn owning a vessel-owning company, as listed in the table below. Also, as at 31 December 2011 Goldenport is the holding Company of a fully owned subsidiary named Goldenport Marine Services, which provides the Company and its affiliates a wide range of shipping services, such as insurance consulting, legal, financial and accounting services, quality and safety, information technology (including software licences) and other administrative activities in exchange for a daily fixed fee, per vessel. Goldenport Marine Services has been registered in Greece under the provisions of Law 89/1967. As at 31 December 2011 Anemone Maritime S.A., the vessel-owning company of the disposed vessel "Grand Vision" (see note 8), has become dormant.

 

On 24 October 2011, the Group sold 20% of the voting shares in Tuzon Maritime Co., the vessel owning company of Paris JR.

 

Goldenport and its subsidiaries will be hereinafter referred to as the 'Group'.

 

The annual consolidated financial statements comprising the financial statements of the Company, its wholly owned subsidiaries, Tuzon Maritime Co, an 80% owned subsidiary (see (a) below) and the proportionally consolidated financial statements of the jointly controlled entity (see (b) below) were authorised for issue in accordance with a resolution of the Board of Directors on 6 March 2012. The shareholders of the Company have the right to amend the financial statements at the Annual General Meeting to be held on 11 May 2012.

 

 

a) The subsidiaries of the Company are:

 

Intermediate holding company

Vessel - owning company

Country of Incorporation of vessel-owning company

Name of Vessel owned by Subsidiary

Year of acquisition of vessel

Type of Vessel

Aloe Navigation Inc.

Karana Ocean Shipping Co. Ltd.

Malta

Alex D

1999

Bulk Carrier

Carrier Maritime Co.

Black Diamond Shipping Ltd.

Malta

Lindos

2003

Bulk Carrier

Medina Trading Co.

Carina Maritime Ltd.

Malta

Tilos

2004

Bulk Carrier

Shavannah Marine Inc.

Serena Navigation Ltd.

Malta

Limnos

2004

Bulk Carrier

Sirene Maritime Inc.

Alvey Marine Inc.

Liberia

MSC Scotland

2006

Container

Kariba Shipping S.A.

Kosmo Services Inc.

Marshall Islands

MSC Fortunate

2006

Container

Muriel Maritime S.A.

Ipanema Navigation Corp.

Marshall Islands

Vasos

2006

Bulk Carrier

Baydream Shipping Inc.

Hinter Marine S.A.

Marshall Islands

MSC Finland

2007

Container

Knight Maritime S.A.

Mona Marine S.A.

Liberia

MSC Anafi

2007

Container

Foyer Marine Inc.

Ginger Marine Company

Marshall Islands

MSC Accra

2007

Container

Genuine Marine Corp.

Breaport Maritime S.A

Panama

Bosporus Bridge

2007

Container

Jaxon Navigation Ltd.

Hampson Shipping Ltd.

Liberia

Gitte

2007

Container

Tuscan Navigation Corp.

Longfield Navigation S.A.

Liberia

Brilliant

2007

Container

Oceanrace Maritime Limited

Seasight Marine Company

Marshall Islands

MSC Socotra

2009

Container

Aleria Navigation Company

Melia Shipping Limited

Liberia

Golden Trader

2010

Bulk Carrier

Alacrity Maritime Inc.

Giga Shipping Ltd.

Marshall Islands

Milos

2010

Bulk Carrier

Seaward Shipping Co.

Valaam Incorporated

Liberia

Sifnos

2010

Bulk Carrier

Lativa Marine Inc.

Dionysus Shipholding Carrier Co.

Liberia

Eleni D

2010

Bulk Carrier

Abyss Maritime Ltd.

Moonglade Maritime S.A.

Liberia

Pisti

2011(2)

Bulk Carrier

Clochard Maritime Limited

Shila Maritime Corp.

Marshall Islands

D. Skalkeas

2011(3)

Bulk Carrier

Sycara Navigation S.A.

Prunella Shipholding S.A.

Marshall Islands

Pos Yantian (ex. Clifton Bridge)

1988(1)

Container

Jubilant Marine Company

Cheyenne Maritime Company

Marshall Islands

Sofia

2011(4)

Bulk Carrier

Chanelle Shipping Company

Loden Maritime Co.

Marshall Islands

Erato

2011(5)

Container

Accalia Navigation Limited

Tuzon Maritime Co.

Liberia

Paris JR

1996(6)

Container

Intermediate holding company

Vessel - owning company

Country of Incorporation of vessel-owning company

Name of Vessel owned by Subsidiary

Nemesis Maritime Inc.

Samos Maritime Ltd.

Malta

Dormant Company

Meredith Trading Corporation

Guilford Marine S.A.

Panama

Dormant Company

Marta Trading Co.

Superb Maritime S.A.

Panama

Dormant Company

Daphne Marine Corp.

Dancing Waves Co. Ltd.

Malta

Dormant Company

Audrey Marine Corp.

Wild Orchid Shipping Ltd.

Malta

Dormant Company

Sicuro Shipmanagement S.A.

Hampton Trading S.A.

Liberia

Dormant Company

Rawlins Trading Ltd.

Fairland Trading S.A.

Panama

Dormant Company

Platinum Shipholding S.A.

Coral Sky Marine Ltd.

Malta

Dormant Company

Blaze Navigation Corp.

Nilwood Comp. Inc.

Panama

Dormant Company

Dryades Maritime Limited

Ingle Trading Co.

Liberia

Dormant Company

Leste Shipholding Inc.

Sundown International Inc.

Liberia

Dormant Company

Daysailer Navigation Co.

Platax Shipholding Carrier S.A.

Liberia

Dormant Company

Moyet Marine Ltd.

Anemone Maritime S.A.

Liberia

Dormant Company

Royal Bay Marine Ltd.

Opal Maritime Limited

Malta

Dormant Company

Portia Navigation Co.

Borealis Shipping Co. Ltd.

Malta

Dormant Company

Oates Trading Corp.

Risa Maritime Co. Ltd.

Malta

Dormant Company

Dumont International Inc.

Black Rose Shipping Ltd.

Malta

Dormant Company

Goldenport Marine Services

 -

Marshall Islands

 -

(1)Vessel Pos Yantian was delivered on 15 February 2011

(2)Vessel Pisti was delivered on 18 April 2011

(3) Vessel D Skalkeas was delivered on 9 May 2011

(4) Vessel Sofia was delivered on 12 July 2011

(5) Vessel Erato was delivered on 25 July 2011

(6) Vessel Paris Junior was delivered on 27 October 2011

 

 

b) Proportionally consolidated the 50% Joint Venture (Note 10)

 

Intermediate holding company

Vessel-owning company

Country of Incorporation of vessel-owning company

Name of Vessel owned by Subsidiary

Year of acquisition of vessel

Type of Vessel

Sentinel Holdings Inc.

Citrus Shipping Corp.

Marshall Islands

Marie-Paule

2009

Bulk Carrier

Sentinel Holdings Inc.

Barcita Shipping S.A.

Marshall Islands

Alpine Trader

2009

Bulk Carrier

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of preparation: The Group's financial statements have been prepared on a historical cost basis, except for derivative financial instruments that are measured at fair value. The consolidated financial statements are presented in US dollars and all financial values are presented and rounded to the nearest thousand ($000), except for the per share information.

 

Statement of compliance: The consolidated financial statements as at 31 December 2011 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

 

Basis of Consolidation: The consolidated financial statements comprise the financial statements of the Company and its subsidiaries and the proportionally consolidated financial statements of the jointly controlled entity, listed in note 1. The financial statements of the subsidiaries are prepared for the same reporting date as the Company, using consistent accounting policies. All material inter-company balances and transactions have been eliminated upon consolidation. Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.

 

Accounting for joint ventures: A joint venture is an entity whose economic activities are jointly controlled by the Group and one or more other ventures in terms of a contractual arrangement. The Group's interest in jointly controlled entities is accounted for by the proportional consolidation method of accounting. Jointly controlled entities have the same reporting date as the Group and apply common accounting policies. The Group combines its share of the joint ventures' individual income and expenses, assets and liabilities and cash flows on a line-by-line basis with similar items in the Group's financial statements.

 

Use of judgements, estimates and assumptions: The preparation of the Group's consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future. The estimates and assumptions that have the most significant effect on the amounts recognised in the consolidated financial statements, are the following:

 

Vessels: Management makes estimates in relation to useful lives of vessels considering industry practices. (Vessels have a carrying amount of U.S.$508,807 and U.S.$368,164 as at 31 December 2011 and 2010, respectively). Estimates and assumptions relating to the impairment of vessels are discussed in paragraph (n).

 

Provisions for doubtful trade receivables: Provisions for doubtful trade receivables are recorded based on management's expected future collectability of the receivables. (Receivables as included in the statement of financial position in trade receivables, have a carrying amount of U.S.$3,055 and U.S.$3,744 as at 31 December 2011 and 2010, respectively).

 

Insurance Claims: Amounts for insurance claims are provided when amounts are virtually certain to be received, based on the Company's judgement and estimates of independent adjusters as to the amount of the claims. (Insurance claims have a carrying amount of U.S.$571 and U.S.$433 as at 31 December 2011 and 2010, respectively). 

 

(f) Revenues and Related Expenses: The Group generates its revenues from charterers for the charter hire of its vessels. Vessels are chartered using either a) time charters, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hire rate; or b) voyage charters, where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified charter rate per ton. If a charter agreement exists and collection of the related revenue is reasonably assured, revenue is recognised as it is earned, evenly over the duration of the period of each voyage or time charter. A voyage is deemed to commence upon the completion of discharge of the vessel's previous cargo and is deemed to end upon the completion of discharge of the current cargo. Time-charter revenues arising from chartering the vessels is accounted for on a straight line basis over the term of the charter. Certain time-charter (non-level charters) agreements specify scheduled rate increases/decreases over the charter term. As revenues from time chartering of vessels are accounted for on a straight line basis at the average charter hire rate over the charter periods of such charter agreements, as service is performed, an asset or liability is created.

 

Deferred revenue represents cash received prior to the reporting date which relates to revenue earned after such date. On time-charters, the charterer as per industry practice pays the revenue related to the specific agreement in advance. Therefore, as at the reporting date the amount of revenue relating to the next financial year that was paid by the charterer is presented in deferred revenue.

 

Vessel voyage expenses primarily consisting of port, canal and bunker expenses that are unique to a particular charter are paid for by the charterer under time charter arrangements or by the Group under voyage charter arrangements. Furthermore, voyage expenses include commission on income including third party commissions, paid by the Group. The Group defers bunker expenses under voyage charter agreements and charges them to the statement of comprehensive income over the related voyage charter period to the extent revenue has been recognised. Port and canal costs are accounted for on an actual basis. Operating expenses are accounted on an accrual basis.

 

(g) Foreign Currency Translation: The functional currency of the Company and of the subsidiaries is the U.S. dollar which is also the presentation currency of the Group because the Group's vessels operate in international shipping markets, where the U.S. dollar is the currency used for transactions. Transactions involving other currencies during the year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. At the reporting dates, monetary assets and liabilities, which are denominated in currencies other than the U.S. dollar, are translated into the functional currency using the year-end exchange rate. Gains or losses resulting from foreign currency transactions are included in foreign currency gain or loss in the consolidated statement of comprehensive income.

 

(h) Cash and Cash Equivalents: The Group considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

 

(i) Restricted Cash: Certain of the Group's loan agreements may require the Group to deposit funds into a loan retention account in the name of the borrower. The amount deposited is equivalent to the monthly portion of the next capital and interest payment. The amount is not freely available to the Group, and it is used for repaying interest and principal on the loan. As at 31 December 2011, no loan agreements required deposit of funds into a retention account. Restricted cash amounts to U.S.$4,000 as at 31 December 2011 (U.S.$10,100 as at 31 December 2010) and relates to part of the amount drawn for the delivery instalment of MV D Skalkeas, which remains restricted in use from the financing bank. (note 15).

 

(j) Inventories: Inventories consist of bunkers and are stated at the lower of cost or net realisable value. Cost is determined by the first-in first-out method. Any bunkers remaining on vessels, which are undergoing scheduled dry-docking as at 31 December 2011, are recognised as inventory unless the vessel is to continue under the same time charter. Any bunkers remaining on vessels which are laid up, are also recognised as inventory. One vessel was undergoing scheduled dry-docking and one was laid up as at 31 December 2011.

 

(k) Trade Receivables: The amount shown as trade receivables at each reporting date includes estimated recoveries from charterers for hire, freight and demurrage billings, net of the allowance for doubtful accounts. Subsequent to initial recognition, trade receivables are recognised and carried at the lower of their original invoiced value and recoverable amount. The carrying amount of receivables is reduced through an allowance account. Impaired debts are derecognized when they are assessed as uncollectible.

 

(l) Insurance Claims: The Group recognises insurance claim recoveries for insured losses incurred on damages to vessels. Insurance claim recoveries are recorded net of any deductible amounts, at the time the Group's vessels suffer insured damages. They include the recoveries from the insurance companies for the claims, provided the amounts are virtually certain to be received. Claims are submitted to the insurance company, which may increase or decrease the claim amount. Such adjustments are recorded in the year they become known and have not been material to the Group's financial position or results of operation in 2011 and 2010.

 

(m) Vessels: The vessels are stated at cost, net of accumulated depreciation and any accumulated impairment. Vessel cost consists of the contract price for the vessel and any material expenses incurred upon acquisition of the vessel (initial repairs, improvements, delivery expenses and other expenditures) to prepare the vessel for its initial voyage. Subsequent expenditures for major improvements are also capitalised when it is probable that future economic benefits associated with the improvement will flow to the entity and the cost of the improvement can be measured reliably.

 

For vessels acquired in the second-hand market and where the Company identifies any intangible assets or liabilities associated with the acquisition of a vessel, the Company allocates the purchase price between the vessel and any identified tangible and intangible assets or liabilities based on their relative fair values. Fair value is determined by reference to market data. The Company determines the fair value of any intangible asset or liability related to time charters assumed, by reference to the market value of the time charters at the time the vessel is acquired. The amount recorded as an asset or liability at the date of vessel delivery is the lowest of: a) the difference between the market value of the vessel on a charter free basis and the vessel's acquisition cost and b) the present value of the difference between the future cash flows of the assumed charter and the future cash flows at the current market rate. If an intangible asset is identified it is recorded as prepaid charter revenue. If an intangible liability is identified it is recorded as deferred revenue. Such assets and liabilities, respectively, are amortized as a reduction of, or an increase in, revenue over the period of the time charter assumed.

 

The Company records any identified assets or liabilities associated with the acquisition of a vessel at fair value, determined by reference to market data. The Company values any asset or liability arising from the market value of assumed time charters as a condition of the original purchase of a vessel at the date when such vessel is initially deployed on its charter. The value of the asset or liability is based on the difference between the current fair value of a charter with similar characteristics as the time charter assumed and the net present value of contractual cash flows of the time charter assumed, to the extent the vessel capitalized cost does not exceed its fair value without a time charter contract. When the present value of contractual cash flows of the time charter assumed is greater than its current fair value, the difference is recorded as imputed prepaid revenue. When the opposite situation occurs, the difference is recorded as imputed deferred revenue. Such assets and liabilities are amortized as a reduction of, or an increase in, revenue, respectively, during the period of the time charter assumed.

 

The cost of each of the Group's vessels is depreciated beginning when the vessel is ready for its intended use, on a straight-line basis over the vessels' remaining economic useful life, after considering the estimated residual value. Management estimates the useful life of new vessels at 25 years, which is consistent with industry practice. Acquired second-hand vessels are depreciated from the date of their acquisition over their remaining estimated useful life. The remaining useful life of the Group's vessels, other than those fully depreciated, is between 1 and 25 years. A vessel is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the vessel (calculated as the difference between the net disposal proceeds and the carrying amount of the vessel including any unamortised portion of dry-docking) is included in the statement of comprehensive income in the year the vessel is derecognised.

 

From time to time the Group's vessels are required to be dry-docked for inspection and re-licensing at which time major repairs and maintenance that cannot be performed while the vessels are in operation are generally performed. The Group capitalises the costs associated with dry-docking as they occur by adding them to the cost of the vessel and amortises these costs on a straight-line basis over 2.5 years, which is generally the period until the next scheduled dry-docking. In the cases where the dry-docking takes place earlier than 2.5 years since the previous one, the carrying amount of the previous dry-docking is derecognised. In the event of a vessel sale, the respective carrying value of dry-docking costs is derecognised together with the vessel's carrying amount at the time of sale.

 

At the date of acquisition of a second hand-vessel or upon completion of construction of a new built vessel, management estimates the component of the cost that corresponds to the economic benefit to be derived until the next scheduled dry-docking of the vessel under the ownership of the Group, and this component is depreciated on a straight-line basis over the remaining period to the estimated dry-docking date.

 

(n) Impairment of vessels: The Group's vessels are reviewed for impairment in accordance with IAS 36, "Impairment of Assets." Under IAS 36, the Group assesses at each reporting date whether there is an indication that a vessel may be impaired. If such an indication exists, the Group makes an estimate of the vessel's recoverable amount. Any impairment loss of the vessel is assessed by comparison of the carrying amount of the asset to its recoverable amount. Recoverable amount is the higher of the vessel's fair value as determined by independent marine appraisers less costs to sell and its value in use.

 

If the recoverable amount is less than the carrying amount of the vessel, the asset is considered impaired and an expense is recognised equal to the amount required to reduce the carrying amount of the vessel to its then recoverable amount.

 

The calculation of value in use is made at the individual vessel level since separately identifiable cash flow information is available for each vessel. In developing estimates of future cash flows, the Group makes assumptions about future charter rates, vessel operating expenses, and the estimated remaining useful lives of the vessels.

 

The projected net operating cash flows are determined by considering :

 

i) the time charter equivalent revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days based on average historical 10 year rates for six months time charter for each type of our bulk carrier vessels and one year time charter for each type of our container vessels over the remaining estimated useful life of each vessel,

 

ii) an average increase of 4% per annum on charter revenues,

iii) cash inflows were considered net of brokerage, and

iv) expected outflows for scheduled vessels' maintenance and vessel operating expenses were determined assuming an average annual inflation rate of 3%.

 

The net operating cash flows are discounted using the Weighted Average Cost of Capital of each vessel owning company to their present value as at the date of the financial statements. 

 

Historical average six-month and one-year time charter rates used in our impairment test exercise are in line with our overall chartering strategy, especially in periods/years of depressed charter rates. The historical averages reflect the full operating history of vessels of the same type and particulars with our operating fleet and they cover at least a full business cycle.

 

The average annual inflation rate applied for determining vessels' maintenance and operating costs approximates current projections for global inflation rate for the remaining useful life of our vessels.

 

Effective fleet utilization is assumed at 95%, after taking into consideration the periods each vessel is expected to undergo the scheduled maintenance (dry-docking and special surveys). These assumptions are in line with the Group's historical performance and the expectations for future fleet utilization under our current fleet deployment strategy.

 

No impairment loss was identified or recorded for the years ended 31 December 2011 and 2010 and the Group has not identified any other facts or circumstances that would require the write down of vessel values under the current market conditions.

 

The impairment test exercise is highly sensitive on variances in the time charter rates and fleet effective utilization. Consequently, a sensitivity analysis was performed by assigning possible alternative values to these two significant inputs, which indicated that there is no impairment of individual long lived assets.

 

However, there can be no assurance as to how long charter rates and vessel values will remain at their current levels. Charter rates may remain at depressed levels for some time which could adversely affect our revenue and profitability, and future assessments of vessel impairment.

 

(o) Long-term debt: Long-term debt is initially recognised at the fair value of the consideration received net of issue costs directly attributable to the borrowing. After initial recognition, long-term debt is subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs, and any discount or premium on settlement.

 

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss.

 

(p) Borrowing costs: Borrowing costs on loans specifically used to finance the construction, or reconstruction of vessels are capitalised to the cost of that asset during the construction period.

(q) Derivative financial instruments and hedging: The Group uses derivative financial instruments such as interest rate swaps and foreign currency forwards to hedge its risks associated with interest rate and foreign exchange rates fluctuations respectively. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

 

The fair value of interest rate swap and foreign currency forward contracts is determined through valuation techniques.

 

None of the Group's derivatives have been designated as hedging instruments, therefore gains or losses arising from changes in the fair value of the derivatives are taken to the statement of comprehensive income.

 

(r) Segment Reporting: The Group reports financial information and evaluates its operations by charter revenues and not by other factors such as (i) the length of ship employment for its customers, i.e. spot or time charters; or (ii) type of vessel. Management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus, the Group has determined that it operates under one reportable segment. Furthermore, when the Group charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable. Revenue from the Group's largest client amounted to U.S.$36,888 for the year ended 31 December 2011 (2010: U.S. $35,466).

 

(s) Finance income: Finance income is earned from the Group's short term deposits and is recognised on an accrual basis.

 

(t) Leases: Leases of vessels where the Group does not transfer substantially all the risks and benefits of ownership of the vessel are accounted for as operating leases. Lease income on operating leases is recognized on a straight line basis over the lease term and classified under revenue.

 

(u) Share incentive plan: All share based compensation provided to Directors and Senior Management for their service is included in 'General and administrative expenses' of the Consolidated Statement of Comprehensive Income. The fair value of the employees' services received in exchange for the Company's restricted shares is accrued and recognized as an expense in the year of grant. Upon issuance of the relevant shares the total number of shares and their value is separately reflected in the Consolidated Statement of Changes in Equity.

 

(v) Share-based payment transactions: Employees and Directors of the Group receive remuneration also in the form of share-based payment transactions, whereby employees and directors render services as consideration for equity instruments (equity-settled transactions).

 

The cost of equity-settled transactions is recognized, together with a corresponding increase in other capital reserves in equity, over the period in which performance and/or service conditions are fulfilled. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognized as at the beginning and the end of that period and is recognized in administrative expenses of the consolidated statement of comprehensive income.

 

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

 

(w) Share Capital: Ordinary shares are classified as equity. Incremental costs directly attributed to the issue of new shares are recognized in equity as deductions from proceeds.

 

 

(x) Treasury Stock: Own equity that is reacquired (treasury shares) is recognised at cost and deducted from equity. No gain or loss is recognised in the statement of comprehensive income on the purchase, sale, issue or cancellation of the Group's own equity instruments. Any difference between the carrying amount and the consideration, if reissued is recognised in share premium. Voting rights related to the treasury shares are nullified for the Group and no dividends are allocated to them respectively.

 

(y) Provisions: Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income net of any reimbursement.

 

(z) Changes in accounting policy and disclosures: The Group has adopted the following new and amended IFRS and IFRIC interpretations as of 1 January 2011 which had no impact on the accounting policies, financial position or performance of the Group:

 

·; IFRIC 14Prepayments of a Minimum Funding Requirement (Amended)

·; IFRIC 19Extinguishing Financial Liabilities with Equity Instruments

·; IAS 24Related Party Disclosures (Amended)

·; IAS 32Classification on Rights Issues (Amended)

·; Improvements to IFRSs (May 2010)

 

 

In May 2010, the IASB issued its third omnibus of amendments to its standards, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions for each standard.

Amendments resulting from Improvements to IFRSs to the following standards and interpretations did not have any impact on the accounting policies, financial position or performance of the Group:

·; IFRS 3 Business Combinations:

·; IFRS 7 Financial Instruments - Disclosures:

·; IAS 1 Presentation of Financial Statements:.

·; IAS 27 Consolidated and Separate Financial Statements:

·; IFRIC 13 Customer Loyalty Programmes

 

(aa) IFRS and IFRIC Interpretations not yet effective: The Group has not early adopted the following IFRS and IFRIC Interpretations that have been issued but are not yet effective:

 

·; IAS 1 Financial Statement Presentation (Amended) - Presentation of Items of Other Comprehensive Income

The amendment is effective for annual periods beginning on or after 1 July 2012. The amendments to IAS 1 change the grouping of items presented in OCI. Items that could be reclassified (or 'recycled') to profit or loss at a future point in time (for example, upon derecognition or settlement) would be presented separately from items that will never be reclassified. The amendment affects presentation only and has no impact on the Group's financial position or performance. This amendment has not yet been endorsed by the EU. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group.

 

  

·; IAS 12 Income Taxes (Amended) - Recovery of Underlying Assets

The amendment is effective for annual periods beginning on or after 1 January 2012. The amendment clarified the determination of deferred tax on investment property measured at fair value. The amendment introduces a rebuttable presumption that deferred tax on investment property measured using the fair value model in IAS 40 should be determined on the basis that its carrying amount will be recovered through sale. Furthermore, it introduces the requirement that deferred tax on non-depreciable assets that are measured using the revaluation model in IAS 16 always be measured on a sale basis of the asset. This amendment has not yet been endorsed by the EU. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group.

 

·; IAS 19 Employee Benefits (Amended)

The amendment is effective for annual periods beginning on or after 1 January 2013. The IASB has issued numerous amendments to IAS 19. These range from fundamental changes such as removing the corridor mechanism and the concept of expected returns on plan assets to simple clarifications and re-wording. Early application is permitted. This amendment has not yet been endorsed by the EU. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group.

 

·; IAS 27 Separate Financial Statements (Revised)

The Standard is effective for annual periods beginning on or after 1 January 2013. As a consequence of the new IFRS 10 and IFRS 12, what remains of IAS 27 is limited to accounting for subsidiaries, jointly controlled entities, and associates in separate financial statements. Earlier application is permitted. This amendment has not yet been endorsed by the EU. The Group does not present separate financial statements.

 

·; IAS 28 Investments in Associates and Joint Ventures (Revised)

The Standard is effective for annual periods beginning on or after 1 January 2013. As a consequence of the new IFRS 11 and IFRS 12, IAS 28 has been renamed IAS 28 Investments in Associates and Joint Ventures, and describes the application of the equity method to investments in joint ventures in addition to associates. Earlier application is permitted. This amendment has not yet been endorsed by the EU. The Group is in the process of assessing the impact of this amendment on the financial position or performance of the Group.

 

 

·; IAS 32 Financial Instruments: Presentation (Amended) - Offsetting Financial Assets and Financial Liabilities

The amendment is effective for annual periods beginning on or after 1 January 2014.This amendment clarifies the meaning of "currently has a legally enforceable right to set-off" and also clarifies the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendments to IAS 32 are to be retrospectively applied. Earlier application is permitted. However, if an entity chooses to early adopt, it must disclose that fact and also make the disclosures required by the IFRS 7 Offsetting Financial Assets and Financial Liabilities amendments. This amendment has not yet been endorsed by the EU. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group, however additional disclosures may be required.

 

·; IFRS 7 Financial Instruments: Disclosures (Amended) - Enhanced Derecognition Disclosure Requirements

The amendment is effective for annual periods beginning on or after 1 July 2011. The amendment requires additional disclosure about financial assets that have been transferred but not derecognised to enable the user of the financial statements to understand the relationship with those assets that have not been derecognised and their associated liabilities. In addition, the amendment requires disclosures about continuing involvement in derecognised assets to enable the user to evaluate the nature of, and risks associated with, the entity's continuing involvement in those derecognised assets. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group, however additional disclosures may be required.

 

·; IFRS 7 Financial Instruments: Disclosures (Amended) - Offsetting Financial Assets and Financial Liabilities

The amendment is effective for annual periods beginning on or after 1 January 2013.The amendment introduces common disclosure requirements. These disclosures would provide users with information that is useful in evaluating the effect or potential effect of netting arrangements on an entity's financial position. The amendments to IFRS 7 are to be retrospectively applied. This amendment has not yet been endorsed by the EU. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group, however additional disclosures may be required.

 

·; IFRS 9 Financial Instruments - Classification and Measurement

The new standard is effective for annual periods beginning on or after 1 January 2015. IFRS 9 as issued reflects the first phase of the IASBs work on the replacement of IAS 39 and applies to classification and measurement of financial assets and financial liabilities as defined in IAS 39. Phase 1 of IFRS 9 will have a significant impact on (i) the classification and measurement of financial assets and (ii) a change in reporting for those entities that have designated financial liabilities using the FVO. In subsequent phases, the IASB will address hedge accounting and impairment of financial assets. The completion of this project is expected over the first half of 2012. Early application is permitted. This standard has not yet been endorsed by the EU. The Group does not expect that this amendment will have an impact on the financial position or performance of the Group, however additional disclosures may be required.

 

·; IFRS 10 Consolidated Financial Statements

The new standard is effective for annual periods beginning on or after 1 January 2013. IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also includes the issues raised in SIC-12 Consolidation - Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities including special purpose entities. The changes introduced by IFRS 10 will require management to exercise significant judgment to determine which entities are controlled, and therefore, are required to be consolidated by a parent, compared with the requirements that were in IAS 27.This standard has not yet been endorsed by the EU. The Group is in the process of assessing the impact of this amendment on the financial position or performance of the Group.

 

·; IFRS 11 Joint Arrangements

The new standard is effective for annual periods beginning on or after 1 January 2013. IFRS 11 replaces IAS 31 Interests in Joint Ventures and SIC-13 Jointly-controlled Entities - Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities (JCEs) using proportionate consolidation. Instead, JCEs that meet the definition of a joint venture must be accounted for using the equity method. This standard has not yet been endorsed by the EU. The Group is in the process of assessing the impact of this amendment on the financial position or performance of the Group.

 

·; IFRS 12 Disclosures of Involvement with Other Entities

The new standard is effective for annual periods beginning on or after 1 January 2013. IFRS 12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entity's interests in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required. This standard has not yet been endorsed by the EU. The Group is in the process of assessing the impact of this amendment on the financial position or performance of the Group.

 

·; IFRS 13 Fair Value Measurement

The new standard is effective for annual periods beginning on or after 1 January 2013. IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. This standard should be applied prospectively and early adoption is permitted. This standard has not yet been endorsed by the EU. The Group is in the process of assessing the impact of this amendment on the financial position or performance of the Group.

 

·; IFRIC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine

The interpretation is effective for annual periods beginning on or after 1 January 2013.This interpretation only applies to stripping costs incurred in surface mining activity during the production phase of the mine ('production stripping costs'). Costs incurred in undertaking stripping activities are considered to create two possible benefits a) the production of inventory in the current period and/or b) improved access to ore to be mined in a future period (striping activity asset). Where cost cannot be specifically allocated between the inventory produced during the period and the stripping activity asset, IFRIC 20 requires an entity to use an allocation basis that is based on a relevant production measure. Early application is permitted. IFRIC 20 has not yet been endorsed by the EU. The Group is in the process of assessing the impact of this amendment on the financial position or performance of the Group.

3. VOYAGE AND VESSEL OPERATING EXPENSES

 

The amounts in the accompanying consolidated statement of comprehensive income are analysed as follows:

 

Voyage expenses

2011 U.S.$'000

2010 U.S.$'000

Port charges

(573)

(220)

Bunkers (fuel costs), net

(172)

(260)

Commissions

(4,162)

(3,550)

(4,907)

(4,030)

Voyage expenses - related party

Commissions (note 22(a))

(2,051)

(1,638)

Total voyage expenses

(6,958)

(5,668)

 

Vessel operating expenses

2011 U.S.$'000

2010 U.S.$'000

Crew expenses

(19,710)

(13,295)

Stores & Consumables

(1,381)

(1,275)

Spares

(2,526)

(2,548)

Repairs & Maintenance

(2,098)

(2,510)

Lubricants

(6,476)

(5,018)

Insurance

(4,501)

(3,992)

Taxes (other than income tax)

(636)

(532)

Other operating expenses

(4,074)

(3,272)

Total vessel operating expenses

(41,402)

(32,442)

 

4. GENERAL AND ADMINISTRATIVE EXPENSES

2011 U.S.$'000

2010 U.S.$'000

Directors and Management team Remuneration

(1,289)

(1,439)

Share-based payment transactions (Note 22(b))

(255)

(84)

Payroll cost (Goldenport Marine Services)

(1,099)

(1,115)

Out of court settlement of claim

-

(1,300)

Rents

(322)

(274)

Audit fees

(270)

(269)

Legal fees

(36)

(61)

Other

(840)

(723)

(4,111)

(5,265)

 

5. FINANCE EXPENSE

2011 U.S.$'000

2010 U.S.$'000

Interest expense

(7,430)

(5,538)

Loss on fair value of derivatives

-

(102)

(7,430)

(5,640)

 

6. TREASURY STOCK - LIMITED SHARE BUY BACK PROGRAMME

 

On 26 September 2011, the Group commenced a limited share buy-back programme, as the Board of Directors considers that the current share price is trading at a significant discount to the underlying value of the Company. The buy-back programme was conducted in accordance with the resolution passed at the last Annual General Meeting on 11 May 2011, providing the Company a general authorisation to make purchases of up to 9,128,243 shares of U.S.$0.01 each, representing approximately 10% of the Company's issued share capital at the Annual General Meeting. During the period from 26 September 2011 to 31 December 2011, 427,887 shares of U.S.$0.01 par value each, were purchased under the buy-back share programme. The purchase cost amounted to U.S.$486 and is separately reflected in the accompanying Consolidated Statement of Changes in Equity.

 

7. EARNINGS PER SHARE

 

Basic and diluted earnings per share ("EPS") of U.S.$0.03 (2010: (0.00)) are calculated by dividing the profit/(loss) for the year attributable to Goldenport Holdings Inc. shareholders (U.S.$2,339 and U.S.$ (152) for the years ended 31 December 2011 and 31 December 2010, respectively), by the weighted average number of shares outstanding (91,179,150 and 80,215,088 for the years ended 31 December 2011 and 31 December 2010, respectively). The weighted average number of shares outstanding reflects the weighted average number of shares throughout 2011, the shares issued on 16 March 2011 relating to the Full Share Award under the provisions of AIP, the shares issued on 17 May 2011 relating to the scrip dividend program (as approved by the AGM on 11 May 2011) and includes also the effect from the shares purchased under the buy-back programme (note 6).

 

Diluted EPS reflects the potential dilution that could occur if share options or other contracts to issue shares were exercised or converted into shares.

 

8. VESSELS

 

Vessels consisted of the following at 31 December:

 

2011 U.S.$'000

2010 U.S.$'000

Cost

At 1 January

468,605

338,576

Additions

10,616

23,828

Transfer from advances for vessel acquisition

2,432

-

Transfer from vessels under construction

173,957

107,621

Disposals

(6,761)

(1,420)

At 31 December

648,849

468,605

Depreciation

At 1 January

(108,098)

(78,022)

Depreciation charge for the year

(38,112)

(30,686)

Disposals

1,145

610

Accumulated depreciation

(145,065)

(108,098)

Net carrying amount of vessels

503,784

360,507

Cost of dry-dockings

At 1 January

44,651

39,706

Additions

2,865

5,960

Disposals

(420)

(1,015)

At 31 December

47,096

44,651

Depreciation

At 1 January

(36,994)

(29,018)

Depreciation charge for the year

(5,296)

(8,758)

Disposals

217

782

Accumulated depreciation

(42,073)

(36,994)

Net carrying amount of dry-docking costs

5,023

7,657

Total net carrying amount at 31 December

508,807

368,164

 

 

The gross carrying amount of vessels, which have been fully depreciated to their residual value and were still in use as at 31 December 2011, was U.S.$2,787 (2010 nil).

 

All of the Company's operating vessels, except for vessel Paris JR (with carrying value of U.S.$4,696) having a total carrying value of U.S. $504,111 as at 31 December 2011 (U.S.$368,164 as at 31 December 2010), have been provided as collateral to secure the loans discussed in note 17.

 

Operational vessels acquisition

 

On 15 February 2011, the Company took delivery of the M/V 'Clifton Bridge', a container vessel of 3,720 TEU built in 1988, which was acquired for U.S.$8,100. The vessel was renamed 'Pos Yantian' upon delivery and commencement of charter.

 

On 27 October 2011, the Company took delivery of the M/V Paris JR, a container vessel of 1,129 TEU built in 1996, which was acquired for U.S.$4,762.

 

Delivery of new build bulk carriers

 

On 18 April 2011 the Company took delivery of the 57,000 DWT bulk carrier 'Pisti', which was constructed in Cosco Zhousan shipyard of China. The total construction cost of vessel amounted to U.S.$39,114.

 

On 9 May 2011 the Company took delivery of the 93,000 DWT bulk carrier 'D Skalkeas', which was constructed in Jiangsu Yangzijiang Shipbuilding Co. shipyard of China. The total construction cost of vessel amounted to U.S.$47,456.

 

On 12 July 2011 the Company took delivery of the 57,000 DWT bulk carrier 'Sofia', which was constructed in Cosco Zhousan shipyard of China. The total construction cost of vessel amounted to U.S.$38,811.

 

On 25 July 2011 the Company took delivery of the 2,500 TEU Container vessel 'Erato', which was constructed in Jiangsu Yangzijiang Shipbuilding Co. Ltd, shipyard of China. The total construction cost of vessel amounted to U.S.$48,576.

 

Disposals

 

On 6 December 2011, the company agreed the sale of the 2,986 TEU, 1991-built vessel "Grand Vision", to an unaffiliated third party. The sale was concluded at a net consideration of U.S. $6,168 cash and the vessel was delivered to the new owners on 29 December 2011. As of delivery date, M/V Grand Vision had a net carrying value of U.S.$5,819. A commission of 3% on the gross consideration was paid for this disposal. The gain resulting from the sale of the vessel was U.S.$349 and is included in the consolidated statement of comprehensive income for the year ended 31 December 2011.

 

Dry-docking costs

 

During 2011 three vessels of the Group started or completed scheduled dry-dockings at a cost of U.S.$1,865 (U.S.$ 5,015 as at 31 December 2010 for dry docking of seven vessels). The total cost of dry dockings includes also a cost of U.S.$1,000 (U.S.$945 as at 31 December 2010) relating to the dry docking components of the new build vessels delivered in 2011.

 

9. Advances for vesselS UNDER construction

 

The balances as at 31 December were as follows:

 

2011 U.S.$'000

2010 U.S.$'000

2 Bulk Carriers : "Pisti", "Sofia" (Cosco Zhousan Shipyard, China)

77,925

31,507

1 Container: "Erato" (Jiangsu Yangzijiang Shipbuilding Co. Ltd, China)

48,576

19,507

1 Bulk Carrier: "D Skalkeas" (Jiangsu Yangzijiang Shipbuilding Co. Ltd, China)

47,456

20,007

173,957

71,021

Transfer to cost of vessels

(173,957)

-

-

71,021

 

2 Bulk Carriers (Cosco Zhousan Shipyard)

 

Vessel Pisti

 

On 14 January 2011 the Group paid to the shipyard an amount of US$7,550 representing the fourth instalment for M/V Pisti and on 18 April 2011 the Group paid to the shipyard an amount of US$7,851 representing the delivery instalment of U.S.$7,550, which was paid along with additional charges of U.S.$301 under agreement with the shipyard. The total construction cost of US$39,114 for M/V Pisti has been reclassified to vessels in the consolidated statement of financial position.

 

Vessel Sofia

 

On 18 January 2011 and on 11 April 2011 the Group paid to the shipyard the amounts of US$15,100 and U.S.$7,550 representing the aggregate of second and third instalment and the fourth instalment respectively for M/V Sofia. On 12 July 2011 the Group paid to the shipyard an amount of U.S.$3,773, representing part of the delivery instalment of U.S.$7,973. The remaining amount of U.S.$4,200 was agreed to be paid to the shipyard in tranches in six quarterly interest bearing instalments of U.S.$700 each, starting from 13 October 2011. The total construction cost of US$38,811 for M/V Sofia has been reclassified to vessels in the consolidated statement of financial position.

 

1 Bulk Carrier - 1 Container (Jiangsu Yangzijiang Shipbuilding Co. Ltd. Shipyard)

 

Vessel D Skalkeas

 

On 7 January 2011 and on 6 May 2011 the Group paid to the shipyard the amounts of U.S.$18,235 and US$8,596 representing the aggregate of the third and the fourth and delivery instalment respectively for M/V D Skalkeas. The total construction cost of US$47,456 for M/V D Skalkeas has been reclassified to vessels in the consolidated statement of financial position.

 

Vessel Erato

On 1 April 2011 and on 25 July 2011, the Group paid to the shipyard the amounts of US$9,432 and U.S.$ 18,969 representing the third and delivery instalment respectively, for M/V Erato. The total construction cost of U.S.$48,576 for M/V Erato has been reclassified to vessels in the consolidated statement of financial position.

 

Total borrowing costs capitalised during 2011 amount to U.S.$653 (U.S.$ 1,588 during 2010).

 

10. JOINT VENTURE

 

The Group's 50% portion in the stand alone financial statements of Sentinel Holdings Inc., as at 31 December and for the year then ended were as follows:

Consolidated Statement of Financial Position

2011 U.S.$'000

2010 U.S.$'000

ASSETS

Non-current assets

Vessels

28,844

30,126

28,844

30,126

Current assets

Prepaid expenses and other assets

784

515

Cash and cash equivalents

669

2,390

1,453

2,905

TOTAL ASSETS

30,297

33,031

SHAREHOLDERS' EQUITY AND LIABILITIES

Equity attributable to equity holders of the parent

Retained earnings

4,455

3,069

TOTAL EQUITY

4,455

3,069

Non-current liabilities

Long-term debt

19,136

20,552

19,136

20,552

Current liabilities

Current portion of long-term debt

1,412

1,412

Other liabilities

5,294

7,998

6,706

9,410

TOTAL LIABILITIES

25,842

29,962

TOTAL EQUITY AND LIABILITIES

30,297

33,031

 

Consolidated Statement of Comprehensive Income

2011 U.S.$'000

2010 U.S.$'000

Revenue

5,090

5,911

Expenses

Voyage expenses

(263)

(302)

Vessel operating expenses

(1,449)

(1,465)

Management fees - related party

(256)

(256)

Depreciation

(1,203)

(1,203)

Depreciation of dry-docking costs

(79)

(100)

Operating profit

1,840

2,585

Finance expense

(471)

(525)

Foreign currency gain, net

17

25

Profit for the period attributable to Goldenport Holdings Inc.

1,386

2,085

 

 

11. OTHER ASSETS - LIABILITIES

ASSETS

 

The amounts in the accompanying statement of financial position are analysed as follows:

 

2011 U.S.$'000

2010 U.S.$'000

Non current:

Non-level charters

238

1,770

238

1,770

Current:

Non-level charters

1,435

196

Fair value of foreign currency forward - current

-

205

1,435

401

 

 

The amount of U.S.$1,673 as at 31 December 2011 (U.S.$ 1,966 as at 31 December 2010) relates to the asset created upon accounting for charter agreements with specified rate increases over the charter term (non-level charters).

 

 

 

 

 

 

LIABILITIES

 

The amounts in the accompanying statement of financial position are analysed as follows:

 

2011 U.S.$'000

2010 U.S.$'000

Non current

Fair value of interest rate swaps - non-current (1)

(360)

(682)

Shipyard credit - non current (2)

 

(700)

 

-

 

 

 

 

 

Current

 

 

 

 

Fair value of interest rate swaps - current (1)

 

(270)

 

(345)

Shipyard credit - current (2)

(2,800)

-

1) Interest rate swaps

 

During 2009, the Group entered into an interest rate swap for the loan of vessels MSC Finland and MSC Socotra. The initial notional amount of this contract amounted to U.S.$11,900 amortising in accordance with the loan repayment schedule. Under the swap agreement, the Group exchanged variable to fixed interest rate at 3.23%. The specific derivative financial instrument matured in December 2011 and therefore, no amount is included in the statement of financial position for the specific instrument as at 31 December 2011 (liability of U.S.$240 as at 31 December 2010). Gains or losses arising from changes in the fair value of the interest rate swap are taken to the consolidated statement of comprehensive income as finance income or finance expense respectively.

 

During 2007, the Group entered into an interest rate swap for the loan of vessel Bosporus Bridge. The initial notional amount of this contract amounted to U.S.$12,166 amortising in accordance with the loan repayment schedule. Under the swap agreement, the Group exchanged variable to fixed interest rate at 4.64%. The fair value of the specific derivative financial instrument as at 31 December 2011 and 31 December 2010 was a liability of U.S.$630 and U.S.$787 respectively, which is included in other non-current and current liabilities in the accompanying consolidated statement of financial position and gains or losses arising from changes in the fair value of the interest rate swap are taken to the statement of comprehensive income as finance income or finance expense respectively. 

 

As the Group did not designate the derivatives agreements as accounting hedge, net gains resulting from these derivative instruments, which approximated U.S.$397 and U.S.$255 for the years ended 31 December 2011 and 2010, respectively, were recorded in finance income in the consolidated statement of comprehensive income.

 

Variability can appear in floating rate assets, floating rate liabilities or from certain types of forecasted transactions, and can arise from changes in interest rates or currency exchange rates.

 

2) Shipyard credit

 

On 12 July 2011, the Group entered into an agreement with Cosco (Zhousan) Shipyard Co. Ltd to defer part of the delivery instalment of vessel M/V Sofia. The deferred amount of U.S.$4,200 is repayable in six equal quarterly interest bearing instalments of U.S.$700. The first payment was effected on 13 October 2011.

 

 

 

 

 

12. INSURANCE CLAIMS

2011 U.S.$'000

2010 U.S.$'000

Balance as at 1 January

433

2,153

Additions

825

91

Collections

(687)

(1,384)

Amounts written off

-

(427)

Balance as at 31 December

571

433

 

13. PREPAID EXPENSES AND OTHER ASSETS

 

 

The amounts in the accompanying statement of financial position at 31 December are analysed as follows:

2011 U.S.$'000

2010 U.S.$'000

Antipiracy costs receivable from charterers

1,217

-

Prepaid insurance cost

247

165

Prepaid fuel cost

3,668

-

Other prepaid expenses

1,466

1,082

6,598

1,247

 

14. CASH AND CASH EQUIVALENTS

 

2011 U.S.$'000

2010 U.S.$'000

Cash at banks

7,833

31,086

Short term deposits at banks

30,185

21,597

38,018

52,683

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

 

The Group's loan agreements contain minimum liquidity clauses requiring available cash balances of at least U.S.$14,076 (U.S.$11,479 in 2010) throughout the year.

 

 

15. RESTRICTED CASH

 

The restricted cash of U.S.$4,000 as at 31 December 2011 (U.S.$10,100 as at 31 December 2010) concerns part of the amount drawn for the delivery instalment of M/V D Skalkeas which remains restricted in use from the financing bank. Amount of U.S.$5,200 from the total of U.S.$10,100 as at 31 December 2010 was agreed to partially finance the acquisition of vessel Pos Yantian and the remainder partially repaid the respective loan to the financing bank.

 

 

 

 

 

 

16. SHARE CAPITAL AND SHARE PREMIUM

 

(a) Share Capital:

 

Share capital consisted of the following at 31 December:

 

2011 U.S.$'000

2010 U.S.$'000

Authorised

Shares of $0.01 each

2,000

2,000

Issued and paid

Shares of $0.01 each

912

911

Total issued share capital

912

911

 

(b) Annual Incentive Plan (AIP):

 

On 16 March 2011, 111,965 shares (116,196 shares were issued in 2010 for 2009 FSA) were issued to the participants that selected the FSA for the performance of the year 2010. On the same date an amount of U.S.$204 (U.S.$177 for 2009 FSA), representing the fair value of the award as of the grant date, was transferred from Current Liabilities into Equity.

 

At its meeting on 20 December 2011 the Remuneration Committee proposed and the Board of Directors approved nil amount as Base Award under AIP.

 

(c) Share Premium:

 

The analysis of the share premium is as follows:

 

U.S. $'000

Balance 31 December 2009

108,865

AIP shares issued in 2010

176

Follow on offering, net of transaction costs

33,494

Scrip dividend

2,669

Balance 31 December 2010

145,204

AIP shares issued in 2011

204

Scrip dividend

11

Balance 31 December 2011

145,419

 

(d) Non Controlling Interest:

 

Amount of U.S$1,000 in the accompanying statement of financial position concerns the net consideration received for the disposal of 20% of the voting shares of Tuzon Maritime Co., the vessel owning company of Paris JR.

 

17. LONG-TERM DEBT

 

The amounts in the accompanying statement of financial position are analysed as follows:

 

31 December 2011U.S.$'000

31 December 2010U.S.$'000

Bank Loan

Vessel(s)

Amount

Rate %

Amount

Rate %

a. Issued 26 June 2006, maturing 26 September 2011

MSC Scotland

-

-

4,300

2.80%

b. Issued 19 July 2006, maturing 16 July 2011

Vasos

-

-

6,400

1.21%

c. Issued 16 December 2008, maturing 29 July 2013

MSC Fortunate

16,645

2.92%

20,485

2.79%

d. Issued 19 July 2007, maturing 19 July 2014

MSC Anafi

8,950

2.91%

10,950

2.79%

e. Issued 17 August 2007, maturing 17 August 2012

MSC Accra

1,215

2.97%

2,835

2.78%

f. Issued 18 October 2007, maturing 18 October 2014

Bosporus Bridge

7,160

2.65%

8,495

2.54%

g. Issued 18 December 2009, maturing 6 May 2021

D Skalkeas

26,952

2.69%

4,400

2.54%

h. Issued 14 August 2009, maturing 25 July 2021

Erato

30,910

2.66%

4,400

2.54%

i. Issued 11 November 2007, maturing 11 November 2014

Gitte, Brillinat

9,550

2.94%

11,850

2.79%

j. Issued 16 January 2009, maturing 16 January 2019

Marie-Paule

10,009

2.15%

10,715

2.29%

k .Issued 26 October 2009, maturing 26 October 2019

Alpine Trader

10,588

2.39%

11,294

2.04%

l. Issued 6 March 2009, maturing 25 October 2020

Milos

23,228

2.17%

24,976

2.05%

m. Issued 22 April 2009, maturing 3 November 2020

Sifnos

23,436

2.18%

25,200

2.04%

n. Issued 2 August 2010, maturing 18 April 2021

Pisti

23,225

2.15%

11,325

2.04%

o. Issued 18 January 2011, maturing 12 July 2021

Sofia

22,008

2.14%

-

-

p. Issued 16 December 2009, maturing 16 March 2015

MSC Finland,MSC Socotra, Tilos, Limnos, Pos Yantian

19,186

3.25%

31,550

3.30%

q. Issued 10 May 2010, maturing 10 May 2015

Golden Trader, Lindos, Alex D

16,100

3.44%

18,700

3.29%

r. Issued 10 May 2010, maturing 1 December 2022

Eleni D

20,252

2.38%

21,700

2.14%

s. Issued 1 August 2011, maturing 19 September 2014

Vasos, MSC Scotland

12,100

3.36%

-

-

Total

281,514

 229,575

Less: initial financing costs

(891)

(974)

Less: current portion

(34,983)

(41,467)

Long-term portion

245,640

 187,134

 

 

 

 

Use of credit facilities-prepayments:

·; Loan p: On 15 February 2011 the Group agreed with the financing bank to use an amount of U.S.$5,200 from the restricted amount of U.S.$10,100 to finance the acquisition of the container vessel 'Pos Yantian'. The outstanding balance of the credit facility amounts to U.S.$4,900 was fully repaid to the bank upon delivery of vessel reducing the amortisation of loan (p) on a prorata basis.On 27 December 2011 the Group proceeded with a prepayment of loan of U.S$2,500 to the financing bank subject to the disposal of vessel Grand Vision, which was provided as collateral under the loan agreement.

 

·; Loan a: On 1 June 2011 the Group proceeded with a prepayment of loan of U.S.$3,700 to the financing bank. Subsequently, vessel was provided as collateral under the loan agreement (loan s).

 

New loan agreements:

 

Loan s: On 19 September 2011, the Group proceeded with the drawdown of U.S.$13,000 as part of the loan agreement between the vessel owing companies of vessels Vasos and MSC Scotland and a financing bank, signed on 1 August 2011.

 

Drawdown of loans:

·; Loan n: On 14 January 2011 and 18 April 2011 and as part of the loan agreement concluded between the vessel owning company of the new-built bulk carrier 'Pisti' and a bank, the vessel owning company proceeded with the drawdown of U.S.$7,550 and U.S.$7,550, respectively, representing the fourth and fifth (delivery) instalments paid directly to the shipyard as per the contract.

 

·; Loan o: During 2011, as part of the loan agreement concluded between the vessel owning company of the new-built bulk carrier 'Sofia' and a bank, the vessel owning company proceeded with the following drawdowns and direct payments to the shipyard: i)on 18 January U.S.$11,325, representing 50% of the second instalment and the third instalment amounted to U.S.$7,550 each, ii) on 11 April 2011 U.S.$7,550, representing the fourth instalment and iii) on 12 July 2011, U.S.$3,525, representing part of the delivery instalment amounted to U.S.7,973.

 

·; Loan g&h: During 2011, as part of the loan agreement concluded between the vessel owning companies of the new-built bulk carrier 'D Skalkeas', the new-built container 'Erato' and a bank, the vessel owning companies proceeded with the following drawdowns and direct payments to the shipyard: i) U.S.$23,600 representing the bank's portion of the third, fourth and delivery instalments for 'D Skalkeas' amounted in aggregate to U.S.$26,831 and ii) U.S.$27,100 representing the bank's portion of the third and delivery instalments for 'Erato' amounted in aggregate to U.S.$28,401.

 

Upcoming repayment terms:

 

The upcoming repayment terms of loans with balances outstanding at 31 December 2011 are:

 

Loan c: This loan is repayable in seven quarterly instalments of U.S.$960 each, the first one being due on 29 January 2012 and the last one being due on 29 July 2013 along with a balloon payment of U.S.$9,925.

 

Loan d: This loan is repayable in eleven quarterly instalments of U.S.$500 each, the first one being due on 19 January 2012 and the final one on 19 July 2014 along with a balloon payment of U.S.$3,450.

 

Loan e: This loan is repayable in three quarterly instalments of U.S.$405 each, the first one being due on 16 February 2012 and the final one on 16 August 2012.

 

Loan f: This loan is repayable in twelve quarterly instalments of U.S.$333.75 each, the first one being due on 18 January 2012 and the final one on 18 October 2014 along with a balloon payment of U.S.$3,155.

 

Loan g: This loan is repayable in thirty- eight quarterly instalments of U.S.$524 each, the first one being due on 6 February 2012 and the final one on 6 May 2021 along with a balloon payment of U.S.$7,040.

 

Loan h: This loan is repayable in thirty- nine quarterly instalments of U.S.$589.5 each, the first one being due on 25 January 2012 and the final one on 25 July 2021 along with a balloon payment of U.S.$7,920.

 

Loan i: This loan is repayable in twelve quarterly instalments of U.S.$575 each, the first one being due on 11 February 2012 and the final one on 11 November 2014 along with a balloon payment of U.S.$2,650.

 

Loan j: This loan is repayable in twenty-nine quarterly instalments of U.S.$176.5 each, the first one being due on 16 January 2012 and the final one on 16 January 2019 along with a balloon payment of U.S.$4,890.

 

Loan k: This loan is repayable in thirty two quarterly instalments of U.S.$176.5 each, the first one being due on 16 January 2012 and the final one on 26 October 2019 along with a balloon payment of U.S.$4,940.

 

Loan l: This loan is repayable in thirty six quarterly instalments of U.S.$437.1 each, the first one being due on 25 January 2012 and the final one on 25 October 2020 along with a balloon payment of U.S.$7,493.

 

Loan m: This loan is repayable in thirty six quarterly instalments of U.S.$441 each, the first one being due on 3 February 2012 and the final one on 3 November 2020 along with a balloon payment of U.S.$7,560.

 

Loan n: This loan is repayable in thirty eight quarterly instalments of U.S.$462.4 each, the first one being due on 18 January 2012 and the final one on 18 April 2021 along with a balloon payment of U.S.$5,653.

 

Loan o: This loan is repayable in thirty nine quarterly instalments of U.S.$392 each, the first one being due on 12 January 2012 and the final one on 12 July 2021 along with a balloon payment of U.S.$6,720.

 

Loan p: This loan is repayable as follows: i) the amount of U.S.$11,886 is repayable in thirteen quarterly instalments of U.S.$612.3 each, the first one being due on 16 March 2012 and the final one on 16 March 2015 along with a balloon payment of U.S.$3,926 and ii) the amount of U.S.$7,300 is repayable in twelve quarterly instalments of U.S.$350 each the first one being due on 16 March 2012 and the final one on 16 December 2014 along with a balloon payment of U.S.$3,100.

 

Loan q: This loan is repayable in fourteen quarterly instalments of U.S.$650 each, the first one being due on 10 February 2012 and the final one on 10 May 2015 along with a balloon payment of U.S.$7,000.

 

Loan r: This loan is repayable in forty four quarterly instalments of U.S.$362 each, the first one being due on 28 February 2012 and the final one on 1 December 2022 along with a balloon payment of U.S.$4,324.

 

Loan s: This loan is repayable in seven quarterly instalments of U.S.$900 each, the first one being due on 19 March 2012 and the final one on 19 September 2013 and four quarterly instalments of U.S.$700 each the first one being due on 19 December 2013 and the final one on 19 September 2014 along with a balloon payment of U.S.$3,000.

 

All loans discussed above are denominated in U.S. dollars, and bear interest at LIBOR plus a margin. In addition, the Company has entered into an interest rate swap agreement for loan (f) to exchange variable to fixed interest rate at 4.64%.

 

The remaining loans have margins between 1.60% and 3.00% above LIBOR.

 

Total interest paid was U.S.$7,181 and U.S.$5,778 for the year ended 31 December 2011 and 31 December 2010, respectively.

 

The loans are secured with first priority mortgages over the borrowers' vessels. The loan agreements contain covenants including restrictions as to changes in management and ownership of the vessels; additional indebtedness and mortgaging of vessels without the bank's prior consent as well as minimum requirements regarding corporate liquidity and hull cover ratio and corporate guarantees of Goldenport Holdings.

 

 

18. DEFERRED REVENUE

Deferred revenue as of 31 December 2011 includes an amount of U.S.$434 (U.S.$3,041 as of 31 December 2010), which represents the unamortized difference between the market value of the vessel charter free and the amount actually paid to acquire MV Bosporus Bridge in the secondhand market in 2007. This amount will be recognized to income for the remaining of the charter period. The amount of U.S.$2,608 was recognized to income in the current year (U.S.$2,608 in 2010). The remaining balance in deferred revenue represents cash received from charterers prior to 31 December 2011, which relates to revenue earned after that date.

 

19. ACCRUED LIABILITIES AND OTHER PAYABLES

 

The amounts in the accompanying statement of financial position at 31 December are analysed as follows:

 

2011 U.S.$'000

2010 U.S.$'000

Interest

1,191

788

Insurance supplementary calls

32

56

Annual incentive plan

-

195

Dry-docking costs

431

135

Other accrued expenses

1,198

1,254

Other payables

5,081

3,474

7,933

5,902

 

 

 

20. DIVIDENDS DECLARED

 

The Board of Directors of the Company will propose to the Annual General Meeting for approval, a final dividend for 2011 of 4 pence per share or total GBP 3,634 (3.6 pence per share or GBP 3,282 for 2010). The dividend that will be proposed which, is expected to be approved by the AGM to be held in Athens on 11 May 2012 will be subtracted to 2 pence in cash and 2 pence under share dividend.

 

Dividend rights: Under the Company's by-laws, each ordinary share, except for the company's treasury shares, is entitled to dividends if and when dividends are declared by the Board of Directors. There are no restrictions on the Company's ability to transfer funds in and out of Marshall Islands. The payment of final dividends is subject to the approval of the Annual General Meeting ("AGM") of Shareholders. The final dividend proposed by the Board of Directors for 2010, was approved by the AGM held on 11 May 2011. The final dividend was 3.6 pence per share and included a share alternative resulting in a total dividend amount of GBP 3,282 or U.S.$5,350. On 12 May 2011 the cash payment was made for the shares that elected cash totalling GBP 3,275 or U.S.$5,339 and on 17 May 2011 6,116 shares with reference price of 110.3 pence were issued and admitted to the official list representing the share element of the dividend. On 30 August 2011 the Board of Directors approved an interim dividend of 2.0 pence per share amounting in total to GBP 1,826 or U.S.$2,990, with no scrip alternative and the respective payment was effected on 4 October 2011.The payment of dividends was U.S.$8,329 in 2011 (5.87 cents per share or 3.6 pence per share as final dividend for 2010 and 3.28 cents per share or 2.0 pence per share as interim dividend for 2011).

 

 

21. COMMITMENTS AND CONTINGENCIES

 

a. Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance providers and from other claims with suppliers relating to the operations of the Group's vessels. Currently, management is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the consolidated financial statements.

 

b. The Group has entered into time charter arrangements for all its vessels. These arrangements have remaining terms between 1-23 months as of 31 December 2011 (1-40 months as of 31 December 2010). Future minimum charters receivable (based on earliest delivery dates) upon time charter arrangements as at 31 December 2011, are as follows (it is noted that the vessel off-hires and dry-docking days that could occur but are not currently known are not taken into consideration; in addition early delivery of the vessels by the charterers is not accounted for; with regard to vessels Milos and Sifnos the calculation is based on the floor rate without taking into account any profit share scheme; for the vessels into Joint Venture (see note 10) 50% of revenue is included):

 

 

 

2011

U.S.$'000

 

2010

U.S.$'000

 

 

 

 

Within one year

46,847

 

88,513

1-5 years

14,098

 

87,536

 

60,945

 

176,049

 

c. Cheyenne Maritime Company, the vessel owing company of M/V Sofia, Dionysus Shipholding Carrier Co. the vessel owing company of M/V Eleni D and Citrus Shipping Corp., the vessel owing company of M/V Marie Paule, were registered as unsecured creditors in the Rehabilitation proceedings that were commenced by Korea Line Corporation with respect to unpaid hire and/or damages amounting to U.S.$10,300, U.S.$8,028 and U.S.$643, for the aforementioned companies, respectively.

The Rehabilitation plan was approved by the majority of creditors at the meeting held on 14 October 2011. According to the plan all unsecured creditors may recover the acknowledged claim as follows: i) 37% of the claim in cash over 10 years (2012-2021) which will be non-interest bearing and ii) 63% in Korea Line's shares, bearing no voting rights for the rehabilitation period.

 

None of the three companies has received cash payment in 2011.

 

22. RELATED PARTY TRANSACTIONS

 

(a) Transactions with related parties consisted of the following for the years ended 31 December:

 

Goldenport Shipmanagement Ltd. ("GSL"): All vessel operating companies included in the consolidated financial statements have a management agreement with GSL, a Liberian corporation directly controlled by Captain Paris Dragnis, to provide, in the normal course of business, a wide range of shipping managerial and administrative services, such as commercial operations, chartering, technical support and maintenance, engagement and provision of crew for a monthly management fee of U.S.$14.5 (U.S.$12.5 in 2010) per vessel. On 20 December 2011 the Board of Directors of the Company approved an increase in monthly management fee from U.S.$14.5 to U.S.$15.2 per vessel. The increase is effective from 1 January 2012. In addition to the monthly fee GSL charges a commission equal to 2% of time and voyage revenues relating to charters it organises.

 

2011 U.S.$'000

2010 U.S.$'000

Voyage expenses - related party

Goldenport Shipmanagement Ltd (Note 3)

2,051

1,638

Management fees - related party

Goldenport Shipmanagement Ltd

4,185

2,606

Total

6,236

4,244

 

 

2011 U.S.$'000

2010 U.S.$'000

Due from related parties -Current

Goldenport Shipmanagement Ltd

1,373

3,668

Total

1,373

3,668

 

 

The amounts receivable from GSL, shown in the table above, represent the vessel operating companies' cash surplus handled by GSL.

 

 

(b) Share-based payment transactions, Annual Incentive Plan and other remuneration of Directors and Management team

 

Annual incentive plan: The Remuneration Committee believes that a significant proportion of total remuneration should be performance-related. In addition, performance-related rewards should be deliverable largely in shares to more closely align the interests of shareholders and all Executive Directors and Management. In order to achieve this, the Board decided to terminate the 2006 Annual Cash Bonus arrangements and to replace them with a new plan called the Annual Incentive Plan ('AIP'), which is administrated by the Remuneration Committee.

 

 

 

 

It was decided that under the terms of the AIP the eligible employees (i.e Executive Directors and Management) can elect to have their annual cash bonus delivered in the form of restricted shares in the Company. The performance criteria remained same as for the Annual Cash Bonus. Again, it is intended that the maximum limit for each participant will be 40% of annual base salary. The Remuneration Committee may select in future years, to adjust the maximum but it will not in any event exceed 75% of annual base salary. The Board (after a proposal by the Remuneration Committee) reserves the right to award shares in other circumstances which could include, without being limited to, subsequent offers of shares (primary or secondary). In each year the Remuneration Committee will propose to the Board the percentage of base salary applicable to each participant for the purposes of the AIP ("Base Award").

 

Under the AIP, a participant may apply his Base Award in one of three ways:

 

·; Full Cash Award ('FCA'): If the participant selects the FCA, then the AIP will pay cash but only at 90% of the Base Award.

·; Full Shares Award ('FSA'): If the participant selects the FSA, then under the AIP 110% of Base Award will be given in the form of shares.

·; Half Cash-Half Shares Award ('HCHS'): If the participant selects the HCHS, then on 50% of Base Award the 90% rule will apply and will be paid cash and on the other 50% the 110% rule will apply and will be paid in shares.

 

The Remuneration Committee at its meeting on 20 December 2011 proposed nil amount as base award for all the participants. The Board of Directors on 20 December 2011 approved the Remuneration Committee proposal.

 

 Share-based payment transactions: On 1 September 2010, the Company granted the Discretionary Share Option Plan (the "DSOP"), with eligibility for executive directors and employees, and the Group Share Award Plan (the "Plan"), with eligibility for all employees and Directors. The total shares under option and award amount to 1,520,000 (DSOP shares: 1,020,000 & Plan: 500,000) and there are no cash settlement alternatives.

 

Performance Period and Vesting Date

Options granted pursuant to the DSOP and awards granted pursuant to the Plan will vest over a three year period (the "Performance Period") commencing on the date of grant (the

"Start Date"). The extent to which options and awards vest will be determined by reference to the date that falls on the third anniversary of the Start Date (the "Vesting Date"). Options granted pursuant to the DSOP will lapse on the tenth anniversary of the Start Date, or earlier in accordance with the rules of the DSOP.

 

Performance Conditions

Options granted in 2010 pursuant to the DSOP and the Plan will vest subject to the

performance conditions as follows:

• 100% of the option or award will vest if the Total Shareholder Return (the "TSR")

Ø over the five dealing days prior to the Vesting Date or

Ø over any continuous 60 calendar day period during the Performance Period is either equal to or greater than 65% over and above the Issue Price (GBP1.27 or U.S.$1.982).

 

• 75% of the option or award will vest if the Total Shareholder Return (the "TSR")

Ø over the five dealing days prior to the Vesting Date or

Ø over any continuous 60 calendar day period during the Performance Period is either equal to or greater than 60% over and above the Issue Price (GBP1.27 or U.S.$1.982).

 

 

 

• 50% of the option or award will vest if the Total Shareholder Return (the "TSR")

Ø over the five dealing days prior to the Vesting Date or

Ø over any continuous 60 calendar day period during the Performance Period is either equal to or greater than 55% over and above the Issue Price (GBP1.27 or U.S.$1.982).

 

Total Shareholder Return (the "TSR") calculation is based on share price plus dividend per share.

 

The fair value of the share options is estimated at the grant date using a binomial option pricing model, taking into account the terms and conditions upon which the share option were granted.

 

 

The assumptions on which the price tree was constructed are summarized as follows:

 

Parameters

Value

Current Stock Price

GBP 1.200 (U.S.$1.874)

Exercise Price of Option

GBP 1.270 (U.S.$1.982)

Vesting Period

 3 years

Risk Free Interest Rate

2.25%

Expected Dividend Yield

2.84%

Volatility of Stock Price

35.46%

 

 

 

Ø The Current Stock Price is the stock price at the grant date of the option (1 September 2010).

Ø The Risk Free Interest Rate is the 3y U.K. Government Bonds rate.

Ø The Expected Dividend Yield is the annualized dividends divided by the Current Stock Price.

Ø The Volatility of Stock Price is the average annual stock price volatility on a historical period 2006 - 2010 except 2008 volatility.

 

The amounts included in the financial statements under AIP, DSOP, the Plan and other remuneration of Directors and Management team as of 31 December are as follows:

 

2011 U.S.$'000

2010 U.S.$'000

Directors and management team remuneration

1,289

1,152

Share based payment transactions

255

84

AIP

-

287

1,544

1,523

 

 

 

 

 

(c) The Interests of the Directors, the Senior Management and their respective immediate families in the share capital of the Company (all of which are beneficial unless otherwise stated), were as at 31 December 2011 as follows:

 

Name

Number of shares as at 31 December 2010

Shares issued under 2010 AIP

Shares issued under the scrip alternative of 2010 final dividend

Number of shares as at 31 December 2011

Percentage of shares as at 31 December 2011

Captain Paris Dragnis

51,279,444

80,334

-

51,359,778

56.53%

Chris Walton

18,606

-

606

19,212

0.02%

John Dragnis

595,130

-

-

595,130

0.65%

Christos Varsos

81,203

-

-

81,203

0.09%

Konstantinos Kabanaros

86,103

31,631

-

117,734

0.13%

 

 

 

(d) Rental of office space: A monthly rental of EUR18 (EUR 17.8 in 2010) was agreed to be charged by the owner of the building (a related party under common control) to Goldenport Marine Services for the rental of the head offices. Total rent expense for the year ended 31 December 2011 amounted to U.S.$322 (U.S.$274 in 2010) and is included in General and administration expenses in the accompanying financial statements.

 

The future minimum lease (rental) payments under the above agreement as at 31 December are as follows:

 

2011 U.S.$'000

2010 U.S.$'000

Within one year

284

289

After one year but not more than five years

615

812

More than five years

79

199

978

1,300

 

23. INCOME TAXES

 

Under the laws of the Republic of Marshall Islands and the respective jurisdictions of the Consolidated Companies the Group is not subject to tax on international shipping income. However, the Consolidated Companies are subject to registration and tonnage taxes, which have been included in vessel operating expenses in the accompanying consolidated statement of comprehensive income.

 

Pursuant to the United States Internal Revenue Code of 1986, as amended (the ''Code''), U.S. source income derived by a foreign corporation from the international operation of ships generally is exempt from U.S. tax if the company operating the ships meets both of the following requirements, (a) the company is organised in a foreign country that grants an equivalent exception to corporations organised in the United States and (b) either (i) more than 50% of the value of the company 's shares is owned, directly or indirectly, by individuals who are ''residents'' of the company's country of organization or of another foreign country that grants an ''equivalent exemption'' to corporations organised in the United States (50% Ownership Test) or (ii) the company's shares are ''primarily and regularly traded on an established securities market'' in its country of organization, in another country that grants an ''equivalent exemption'' to United States corporations, or in the United States (Publicly-Traded Test). Under the regulations, company's shares will be considered to be ''regularly traded'' on an established securities market if (i) one or more classes of the its shares representing more than 50% of its outstanding shares, by voting power and value, is listed on the market and is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year; and (ii) the aggregate number of shares traded during the taxable year is at least 10% of the average number of shares outstanding during the taxable year. Notwithstanding the foregoing, the regulations provide, in pertinent part, that each class of the company's shares will not be considered to be ''regularly traded'' on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the value of such class of the company's outstanding shares, (''5 Percent Override Rule''). In the event the 5 Percent Override Rule is triggered, the regulations provide that the 5 Percent Override Rule will nevertheless not apply if the Company can establish that among the closely-held group of 5% Stockholders, there are sufficient 5% Stockholders that are considered to be "qualified stockholders" for purposes of Section 883 to preclude non-qualified 5% Stockholders in the closely-held group from owning 50% or more of each class of the Company's stock for more than half the number of days during the taxable year.

 

Treasury regulations under the Code were promulgated in final form in August 2003. These regulations apply to taxable years beginning after September 24, 2004. As a result, such regulations are effective for calendar year taxpayers, like the Company, beginning with the calendar year 2005. All the Company's ship-operating subsidiaries currently satisfy the 50% Ownership Test. In addition, the management of the Company believes that by virtue of a special rule applicable to situations where the ship operating companies are beneficially owned by a publicly traded company like the Company, the 50% Ownership Test can also be satisfied based on the trading volume and the widely-held ownership of the Company's shares. Regarding the 2007, 2008, 2009, 2010 and 2011 tax years, the Company believes that it satisfies the Publicly-Traded Test and all of its United States source shipping income will be exempt from U.S. federal income tax.

 

24. FINANCIAL INSTRUMENTS

 

Risk management objectives and policies

 

The Group's principal financial instruments are bank loans. The main purpose of these financial instruments is to finance the Group's operations and further fleet expansion. The Group has various other financial instruments such as cash and cash equivalents, trade receivables and trade payables, which arise directly from its operations.

 

From time to time, the Group also uses derivative financial instruments, principally interest rate swaps.

 

The main risks arising from the Group's financial instruments are interest rate risk and credit risk. The majority of the Group's transactions are denominated in U.S. dollars therefore its exposure to foreign currency risk is minimal.

 

Cash flow interest rate risk

 

Cash flow interest rate risk arises primarily from the possibility that changes in interest rates will affect the future cash outflows from the Group's long-term debt. The sensitivity analysis presented in the table below demonstrates the sensitivity to a reasonably possible change in interest rates (libor), with all other variables held constant, on the Group's profit for the year (fluctuations in interest rates do not impact the Group's equity). The sensitivity analysis has been prepared using the following assumptions:

·; A rise or fall in interest rates will impact interest expense on floating rate borrowings.

·; Although the fair value of the derivatives, and therefore the statement of comprehensive income will be impacted by movements in interest rates, the fair value impact of the derivatives have been excluded from the sensitivity analysis as not significant.

·; One interest rate swap entered into in 2007 and one in 2009 (which has matured as at 31 December 2011) economically hedge the respective loans and the interest payments/receipts almost fully offset, therefore these two loans have not been included in the sensitivity analysis.

 

U.S.$'000

Increase/Decrease (%)

Effect on profit

2011

+0.5%

-1,254

-0.5%

+1,254

2010

+0.5%

-789

-0.5%

+789

Credit risk

 

The Group's maximum exposure to credit risk in the event the counterparties fail to perform their obligations as of 31 December 2011 in relation to each class of recognised financial assets, other than derivatives, is the carrying amount of those assets as indicated in the statement of financial position.

 

Concentration of Credit Risk

 

Financial instruments, which potentially subject the Group to significant concentrations of credit risk, consist principally of cash and cash equivalents, and trade accounts receivables. The Group places its cash and cash equivalents, consisting mostly of deposits, with financial institutions. The Group performs annual evaluations of the relative credit standing of those financial institutions. Credit risk with respect to trade accounts receivable is generally managed by the chartering of vessels to major trading houses (including commodities traders), established container-line operators, major producers and government-owned entities rather than to more speculative or undercapitalised entities. The vessels are normally chartered under time-charter agreements where as per the industry practice the charterer pays for the transportation service in advance, supporting the management of trade receivables.

 

Fair Values

 

Derivatives are recorded at fair value while all other financial assets and financial liabilities are recorded at amortised cost which approximates fair value.

 

Foreign currency risk

 

The majority of the Group's transactions are denominated in U.S. dollars therefore its exposure to foreign currency risk from operations is minimal.

 

Liquidity risk

 

The Group aims to mitigate liquidity risk by managing cash generation by its operations, applying cash collection targets throughout the Group. The vessels are normally chartered under time-charter agreements where as per the industry practice the charterer pays for the transportation service in advance, supporting the management of cash generation. Investment is carefully controlled, with authorisation limits operating up to Group's Board level and cash payback periods applied as part of the investment appraisal process. In this way the Group aims to maintain a good credit rating to facilitate fund raising.

 

In its funding strategy, the Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans. The Group's policy regarding new investments in second-hand vessels is that not more than 70% of the value of each investment will be funded through borrowings, whereas for the new buildings the respective limit is 80%. In all the acquisitions within 2011 the bank financing was in line with the Group's policy.

 

The Group normally meets its working capital needs through cash flows from operating activities and available credit lines. Management prepares cash flow projections in order to forecast its short term working capital position.

 

Excess cash used in managing liquidity is only invested in financial instruments exposed to insignificant risk of changes in market value, being placed on interest-bearing deposit with maturities fixed at no more than 3 months. Short term flexibility is achieved if required by credit line facilities.

 

 

The table below summarises the maturity profile of the Group's financial liabilities at 31 December 2011 and 2010, based on contractual undiscounted payments (including interest to be paid, which is calculated using the last applicable rate for each loan, as of 31 December 2011 and 2010):

 

31 December 2011

 3-12 months

1- 2years

2- 5years

>5years

Total

U.S.$000

U.S.$000

U.S.$000

U.S.$000

U.S.$000

U.S.$000

Interest bearing loans

9,856

31,318

48,343

95,450

128,848

313,815

Trade payables

8,437

-

-

-

-

8,437

Other payables

7,933

-

-

-

-

7,933

Shipyard Credit

715

2,188

744

-

-

3,647

Derivative instrument liability

75

195

222

138

-

630

27,016

33,701

49,309

95,588

128,848

334,462

 

 

31 December 2010

 3-12 months

1- 2years

2- 5years

>5years

Total

U.S.$000

U.S.$000

U.S.$000

U.S.$000

U.S.$000

U.S.$000

Interest bearing loans

15,025

32,048

30,229

98,038

81,028

256,368

Trade payables

8,706

-

-

-

-

8,706

Other payables

3,474

-

-

-

-

3,474

Derivative instrument liability

93

252

286

396

-

1,027

27,298

32,300

30,515

98,434

81,028

269,575

Capital Management

 

The primary objective of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value.

The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group's policy is to keep the gearing ratio below 75% on average (also Group's funding policy in Liquidity Risk section). Excess capital represented by a low gearing ratio, is used to fund further expansion plans. The Group includes within net debt, interest bearing loans, less cash and cash equivalents. Capital includes issued share capital, share premium and retained earnings.

 

 

2011

2010

U.S.$000

U.S.$000

Interest bearing loans

280,623

229,575

Less: cash and short term deposits (including restricted cash)

(42,018)

(62,783)

Net debt

238,605

166,792

Issued share capital

912

911

Share premium

145,419

145,204

Other capital reserves

339

84

Retained earnings

113,980

119,981

Non controlling interest

1,000

-

Treasury stock

(486)

-

Total capital

261,164

266,180

Capital & Net debt

499,769

432,972

Gearing ratio

48%

39%

 

 

 

25. EVENTS AFTER THE REPORTING DATE

 

 

Dividends: On 6 March 2012 the Board of Directors of the Company decided to propose to the Annual General Meeting for approval, a final dividend for 2011 of 4.0 pence per share or total GBP 3,634 (3.6 pence per share or GBP 3,282 for 2010). The dividend that was proposed which, is expected to be approved by the AGM to be held in Athens on 11 May 2012 will be paid 2 pence in cash and 2 pence under share dividend.

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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