december 2009 - Premuda · aframax Ice Class aframax Ice Class aframax tanker aframax tanker...
Transcript of december 2009 - Premuda · aframax Ice Class aframax Ice Class aframax tanker aframax tanker...
ann
ual
rep
ort
200
9
000
st Year ended 31 december 2009
Annual Report and Financial Statements
102nd financial year
This report is based on Premuda's Annual ReportFor the year ended 31 December 2009.The Premuda Financial Statements were audited byDeloitte & Touche S.p.A. and are available in Italian.
Premuda
3
table of contents
Board of Directors
Group's Structure
Group’s Fleet
Financial Highlights
Premuda S.p.A.:
Management Report
Financial Statements
Premuda Group:
Management Report
Financial Statements
Notes
5
7
10
13
15
27
35
55
63
4
“Navigare” - thpainting realized for the 100 Anniversary of the Company.
by Raimondo Sirotti
Board of directors
chairman Alcide Rosina
deputy chairman Giacomo Costa
managing director Stefano Rosina
directors Raffaele AgrustiAmerigo BorriniAntonio Dinia Antonio Gozzi Anna Rosina Alessandro Zapponini StefanoZara
general managers Stefano Rosina Marco Tassara
Board of statutory auditors
chairman Alberto Garibotto
auditors Giorgio CarboneGiuseppe Alessio Vernì
alternate auditors Edoardo LagomarsinoLuigi Barberi
Auditor
Deloitte & Touche S.p.A.
The mandate of the Board of Directors and of the Board of Statutory Auditors st will expire once the Financial Statements as at 31 December 2010 have
been approved.
Board of directors
5
6
Baltic Sea: the wake of Ice Class aframax Four Atlantica, sailing in icy waters.
7
Group’s StructureOperative Companies
stas at 31 December 2009
7
* : long term time-charter in** : long term bare-boat out
Premuda International Sah
Four Jolly Spa
100% 50%
Premuda Spa
Luxembourg
Genoa
Madeira
Moon Shipping - Serviçose Navegaçao Lda.
Cordier Navegaçao Lda.
m/t. Four Atlantica m/t. Four Antarctica **
**
TBN bulk 34,000 dwt (2010)TBN bulk 34,000 dwt (2010)
100%
100%
100%
Madeira
Four Vanguard - Serviçose Navegaçao Lda.
FPSO Four Rainbow
100%
Madeira
Premuda CharteringNavegaçao Lda.
m/v. Four Sky 114,700 dwt (2010) m/v. Four Tide 114,700 dwt (2011)m/v. Four Sea 114,700 dwt (2012)
Madeira
Madeira
Brig Shipping Lda.
TBN bulk 35,000 dwt (2011)TBN bulk 35,000 dwt (2011)TBN bulk 35,000 dwt (2011)TBN bulk 35,000 dwt (2011)TBN bulk 35,000 dwt (2012)
50%
m/t. Four Smilem/t. Four Islandm/t. Four Baym/t. Framuram/v. Four Springsm/t. Four Moonm/v. Doric Spirit *
100%Perth - Australia
Australian FPSO Management Pty. Ltd.
Four Handy Ltd.United Kingdom
m/v. Four Aida m/v. Four Earthm/v. Four Shinano*m/v. Four Kitakami * m/v. Four Mogami *TBN bulk 35,000 dwt (2010)TBN bulk 35,000 dwt (2010)
m/t. Four Wind
100%
90%Monaco
Premuda(Monaco) Sam
Holding Company
Ship-Management Company
Shipowning Company
8
M/t. Four Wind, 115,700 ds dwt aframax product tanker, delivered July 2009.
Premuda International Sah
Four Jolly Spa
100% 50%
Premuda Spa
Luxembourg
Genoa
Madeira
Moon Shipping - Serviçose Navegaçao Lda.
Cordier Navegaçao Lda.
m/t. Four Atlantica m/t. Four Antarctica **
**
TBN bulk 34,000 dwt (2011)TBN bulk 34,000 dwt (2012)
100%
100%
100%
Madeira
Four Vanguard - Serviçose Navegaçao Lda.
FPSO Four Rainbow
100%
Madeira
Premuda CharteringNavegaçao Lda.
m/v. Four Tide 114,700 dwt (2012)m/v. Four Sea 114,700 dwt (2013)
Madeira
Madeira
Brig Shipping Lda.
TBN bulk 35,000 dwt (2011)TBN bulk 35,000 dwt (2011)TBN bulk 35,000 dwt (2011)TBN bulk 35,000 dwt (2011)TBN bulk 35,000 dwt (2012)
50%
m/t. Four Smilem/t. Four Islandm/t. Four Baym/t. Framuram/v. Four Springsm/t. Four Moonm/v. Doric Spirit *
100%Perth - Australia
Australian FPSO Management Pty. Ltd.
Four Handy Ltd.United Kingdom
m/v. Four Aida m/v. Four Earthm/v. Four Shinano*m/v. Four Kitakami * m/v. Four Mogami *m/v. Four Nabucco (2010)m/v. Four Otello (2010)
m/t. Four Windm/t. Four Sky
100%
90%Monaco
Premuda(Monaco) Sam
9
Group’s StructureOperative Companies
stas at 31 March 2010
* : long term time-charter in** : long term bare-boat out
Holding Company
Ship-Management Company
Shipowning Company
Group’s Fleet
stat 31 December 2009
10
* : renamed Stena Antarctica and Stena Atlantica (long-term bare-boat out)** : long-term time-charter in
tankers
FPSO
bulk carriers
new buildings
chartered in
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Four Smile
Four Wind (50%)
Four Antarctica *
Four Atlantica *
Four Island
Four Bay
Framura
Four Moon
Four Rainbow
Four Earth
Four Aida
TBN
TBN
TBN
TBN
Doric Spirit **
Four Shinano **
Four Kitakami **
Four Mogami **
Four Springs
Four Sky (50%)
Four Tide (50%)
Four Sea (50%)
TBN
TBN
TBN
TBN
TBN
suez
aframax Ice Class
aframax Ice Class
aframax tanker
aframax tanker
aframax tanker
panamax tanker
FPSO
minicape bulk
panamax bulk
handy bulk
aframax product
aframax product
handy bulk
handymax bulk
handymax bulk
handymax bulk
max tanker
aframax product
total owned tankers in service
total owned FPSO in service
total owned bulk carriers in service
total owned Fleet in service
aframax product
handy bulk
handy bulk
handy bulk
handy bulk
handy bulk
handy bulk
handy bulk
handy bulk
total new buildings on order
handymax bulk
total chartered in tonnage
sttotal fleet as at 31 December 2009
DH
DH
DH
DH
DH
DH
DH
DH
DH
DH
DB
DB
DH
DH
DH
DH
DB
DB
DB
DB
DH
DB
DB
DB
DB
DB
DB
DB
2001
2009
2006
2006
1995
1995
1993
1984/2002
1992/2003
1984
2009
2010
2011
2012
2010
2010
2010
2010
2011
2011
2011
2011
2012
2001
2008
2009
2009
1992/2009
159,800
115,700
114,800
114,900
94,200
94,200
94,200
64,000
851,800
80,900
80,900
109,000
77,100
34,400
220,500
1,153,200
114,700
114,700
114,700
34,000
34,000
35,000
657,100
52,400
56,700
55,500
55,500
220,100
2,030,400
35,000
35,000
35,000
35,000
35,000
35,000
hulldesign type dwtname
stAs at 31 December 2009 the Group's Fleet consists of the following:
year built
stAs at 31 March 2010 the Group's Fleet consists of the following:
11
Group’s Fleet
stat 31 March 2010
* : renamed Stena Antarctica and Stena Atlantica (long-term bare-boat out)** : long-term time-charter in
tankers
FPSO
bulk carriers
new buildings
chartered in
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
Four Smile
Four Wind (50%)
Four Antarctica *
Four Atlantica *
Four Island
Four Bay
Framura
Four Moon
Four Rainbow
Four Earth
Four Aida
TBN
TBN
TBN
TBN
Doric Spirit **
Four Shinano **
Four Kitakami **
Four Mogami **
Four Sky (50%)
Four Springs
Four Tide (50%)
Four Sea (50%)
TBN
TBN
TBN
TBN
TBN
suez
aframax Ice Class
aframax Ice Class
aframax tanker
aframax tanker
aframax tanker
panamax tanker
FPSO
minicape bulk
panamax bulk
handy bulk
aframax product
handy bulk
handymax bulk
handymax bulk
handymax bulk
max tanker
aframax product
aframax product
total owned tankers in service
total owned FPSO in service
total owned bulk carriers in service
total owned Fleet in service
aframax product
handy bulk
handy bulk
handy bulk
handy bulk
handy bulk
handy bulk
handy bulk
handy bulk
total new buildings on order
handymax bulk
total chartered in tonnage
sttotal fleet as at 31 March 2010
DH
DH
DH
DH
DH
DH
DH
DH
DH
DH
DH
DB
DB
DH
DH
DH
DB
DB
DB
DB
DH
DB
DB
DB
DB
DB
DB
DB
2001
2009
2010
2006
2006
1995
1995
1993
1984/2002
1992/2003
1984
2009
2011
2012
2010
2010
2011
2011
2011
2011
2012
2001
2008
2009
2009
1992/2009
2011
2012
159,800
115,700
114,800
114,900
94,200
94,200
94,200
64,000
967,500
80,900
80,900
109,000
77,100
34,400
220,500
1,268,900
114,700
114,700
34,000
34,000
35,000
542,400
52,400
56,700
55,500
55,500
220,100
2,031,400
115,700
35,000
35,000
35,000
35,000
35,000
35,000
hulldesign typename dwtyear
built
12
San Francisco Bay: a relaxing break on the rudder of m/v. Four Aida.
Financial highlights
13
2009
(€/000)
(€/000)
(€) (0.14)0.020.03
430,212254,176175,985
34,2867,718
46,55026,742
(19,803)2,817
-
1.453.46
2.4%8.1%
- 11.3%15.2%
(1): Group's interest(2): exchange differences not included(3): net profit + depreciation + impairment(4): on profit for the year - paid during the following year(5): paid in December 2007 to celebrate the Company's Centennial
2005
(€/000)285,971109,485167,292
(€/000)64,865
6,12929,29956,80725,376
8,451-
(€)0.180.060.07
0.609.27
4.0%22.6%15.2%32.2%
2006
(€/000)324,768133,646185,208
(€/000)58,448
5,45724,13652,12924,108
8,451-
(€)0.170.060.07
0.689.55
4.8%17.1%13.0%27.3%
2007
(€/000)347,565140,057207,438
(€/000)69,745
7,90923,80959,04033,118
8,4518,450
(€)0.240.060.07
0.647.46
5.5%19.5%16.0%28.5%
2008
(€/000)
(€/000)
-
(€)0.03
0.02 0.03
0.972.91
5.4%10.9%
1.9%14.1%
379,467181,308198,103
40,2179,572
24,13827,874
3,7502,817
Fixed assetsLiabilities net of current assets
(1) Net equity
EBITDA(2)Financial items
Depreciation/impairment(3)Cash-flow (1)Net result (4)Dividends
(5)Extraordinary dividends
(1)Net result per share Dividend per ordinary share Dividend per saving share
Debt/equityCash-flow/financial charges
Average cost of debtReturn on investment (ROI)
(1)Return on equity (ROE) Cash-flow/net equity
15
Premuda S.p.A.Management Report
17
Dear Shareholders,
First of all we wish to remind you that your Company's Board of Directors for the years 2008, 2009 and 2010 include Raffaele Agrusti, Amerigo Borrini, Antonio Dinia, Giacomo Costa, Antonio Gozzi, Alcide Rosina, Anna Rosina, Stefano Rosina, Alessandro Zapponini and Stefano Zara.
The Chairman of the Board is Alcide Rosina, whose powers include, amongst others, legal representation towards third parties as well as ordinary and extraordinary administration, excluding certain acts reserved by law to the Board as well as acts having financial relevance in excess of certain limits, such as: purchase and sale of ships; contracts for the employment of vessels exceeding 60 months; acquisition and sale of subsidiaries; granting of medium/long-term loans to subsidiaries; provision of guarantees.
The Managing Director is Stefano Rosina, legal representative towards third parties, in charge of running and coordinating the commercial activity and fleet operations, as well as the activity and administration of Group Companies.
The Deputy Chairman is Giacomo Costa, Independent Director.
The Board has established two Committees, one for Internal Control and one for Remuneration.The purpose of the Committee for Internal Control is to address issues related to the company's activities with proposals and consultancy functions. Its members are Giacomo Costa, Antonio Dinia and Stefano Zara. The meetings of this Committee are attended by the Chairman of the Board of Statutory Auditors.The members of the Committee for Remuneration are the Chairman Alcide Rosina, Raffaele Agrusti and Antonio Gozzi. The role of this Committee is to advise the Board of Directors on matters relating to the remuneration of the Chairman and the Managing Director and to set the remuneration criteria for the Senior Management of the Company and the Group. The meetings of this Committee are also attended by the Chairman of the Board of Statutory Auditors.
In 2009, the Board of Directors convened on six occasions. The meetings were all attended by the Board of Statutory Auditors. The attendees received, pursuant to a well-established procedure, updated information on: market performance, commercial coverage and technical management of the Fleet, dynamics of costs and profit/loss, performance and activity of subsidiaries, financial position, as well as all other operations and events concerning management.
During the Financial Year there were no unusual transactions in relation to the ordinary business management to report and there were no significant non-recurrent transactions with related parties or otherwise generating a conflict of interest.
18
In 2009, as in the year before, the only inter-group transactions that took place concerned the Group's operational structure and were all concluded with or between subsidiaries or affiliated companies. These transactions mainly consisted of management activities, time-charters and financial support to which ordinary fees or remunerations were applied, always consistent with normal practice and carried out at market value.
All transactions, whether intra-group or with related parties, are summarised in the appendix to the Notes.
The activities carried out by our subsidiaries and affiliates during the Financial Year are detailed hereunder. Nonetheless, we refer you to the Notes for further information on each company.
our Jolly S.p.A., Genoa, set-up in June 2009 as a 50/50 joint venture with the Messina Group, is the owner - from July 2009 - of the new 115,700 dwt aframax product tanker Four Wind and - from March 2010 - of the sister vessel Four Sky. The company registered a loss of € 225,067.
Premuda International S.A.H., Luxembourg, a wholly-owned subsidiary, is the holding company for the Group's foreign assets. Its Financial Statements for 2009 show a loss of € 7,681,165 (a loss of € 4,545,248 in 2008)
owns the following companies
Four Handy Ltd., United Kingdom, a wholly-owned subsidiary, is the owner of the two bulk carriers Four Earth and Four Aida (delivered
st1 October 2009), managed under the UK tonnage tax scheme. The company substituted Brig Shipping Lda. in the shipbuilding contracts for two 35,000 dwt handy bulk carriers (sister vessels of Four Aida) to be delivered by the Korean shipyard SPP in 2010.The company also controls (under long term time charters with purchase options) three supramax vessels (Four Shinano, Four Kitakami and Four Mogami). The company, which closed its first year of activity (2008) with a loss of $ 1,436,136, registered a profit of $ 1,432,149 in 2009
Moon Shipping Serviços and Navegaçao Lda., Madeira, wholly-owned, is the owner of two aframax Ice-Class tankers, delivered in May and November 2006 and chartered to the Stena Group under long-term bare-boat agreements. The company closed the Financial Year with a profit of € 1,443,899 after depreciation for €/mln 9.3 (loss of € 3,741,009 after depreciation for €/mln 9.3 in 2008)
1.0 F
2.0
.
Premuda International S.A.H. :
2.1
2.2
.
.
Subsidiaries or affiliates
19
2.3 Four Vanguard Serviços and Navegaçao Lda., Madeira, wholly-owned, owner of the FPSO Four Rainbow (ex Four Vanguard), deployed in Australia since 2003 for crude oil extraction. The unit ceased the production in May 2009 and moved to Singapore where underwent significant repairs and class renewal activity. Please refer to the consolidated Annual Report for further details. The company booked a loss of € 2,791,635 (a loss of € 6,998,110 in 2008)
2.4 Brig Shipping Lda., Madeira, wholly-owned, has on order five 35,000 dwt bulk carriers from the Korean shipyard SPP for delivery 2011/2012. This Company booked a loss of € 2,025,017 (profit of € 1,307,384 in 2008), mainly attributable to the costs of cancelling (for shipbuilder's reasons) the contracts of two 34,000 dwt bulk carriers ordered to a Vietnamese shipyard.
2.4.1 Cordier Navegaçao Lda., Madeira, 100% owned by Brig Shipping Lda. has on order two 34,000 dwt bulk carriers from a Vietnamese shipyard with updated expected delivery 2011/2012. This company booked a profit of € 40,485 (a loss of € 369,172 in 2008).
2.5 Australian FPSO Management Pty Ltd., Australia, wholly-owned, in charge of the technical and operational management of the FPSO Four Rainbow. The company booked a profit of AU$ 292,497 (approximately € 183,000) after a profit of AU$ 291,320 in 2008.
2.6 Premuda (Monaco) SAM, Monaco, 90%-owned, in charge of the commercial and operational management of all of the Group's foreign-flagged units, booked a loss of € 46,705 (a loss of € 143,710 in 2008).
2.7 Premuda Chartering Navegaçao Lda., Madeira, 50%-owned. At the year start the company had on order four 114,700 dwt product carriers from Samsung shipyard. The first vessel was delivered in July 2009 and immediately transferred to Four Jolly S.p.A., as well as the second vessel, delivered in March 2010. As of today, the company has still on order the last two vessels, expected delivery 2011/2012, with a cumulative investment of approximately US$ 156 Mln, of which US$ 78 Mln are related to third parties. This Company booked a profit of € 472,649 versus a loss of € 39,805 in 2008.
The fully controlled Premuda (Atlantic) Inc., Delaware, was basically dormant and will be liquidated as soon as practicable.The fully controlled JEP Naveaçao Lda., Madeira, merged with Premuda Bulk Navegaçao Lda., Madeira, Panamax Navegaçao Lda., Madeira, and Suezmax Navegaçao Lda., Madeira, closing the year almost at break-even.
Please refer to the Consolidated Financial Statements for a more detailed analysis of the markets in which the Company and its subsidiaries operate.
.
20
In accordance with current regulations in several EU countries, Italy introduced, with the tonnage tax, a flat-rate income tax for shipping companies whereby income generated by ships listed in the International Register is taxed on tonnage. The adoption of this new tax regime is on a voluntary basis, however, once implemented it must remain in force for a minimum period of ten years and must cover all owned units.
stPremuda S.p.A. formally entered it on 1 January 2005.
During the year the average exchange rate Euro/dollar was 1.3949 (1.4686 in 2008). At the end of 2009 the Euro/dollar exchange rate was 1.4406 (1.3917 at the end of 2008), with a 3.4% year-on-year depreciation of the US currency (but with a 5.3% appreciation on the averages).We remind you that our revenues are predominantly dollar-denominated and the fleet value is marked-to-market in the same currency, whereas only some of our costs are normally sustained in dollars. Consequently, a weak dollar generally has a negative effect, both on Balance Sheet and on Profit & Loss. Conversely, the effect of accounting for Dollar-denominated loans in Euros at the year-end exchange rate is also to be taken into account.
Premuda's common stock was regularly listed on the Stock Exchange. It is to be noted that 4,660,066 shares were exchanged in 2009 (31,033,663 in 2008). The total traded value through the Stock Exchange was €/Mln 4.50 (about €/Mln 41.40 in 2008). According to data provided by Borsa Italiana S.p.A., our stock's performance for the year was -2.87% as opposed to +20.17% for the MICROCAP index.
Based on the data available, as at the end of 2009 the Company had 2,024 shareholders, (3,977 in 2008).
At the end of 2009, Investimenti Marittimi S.p.A. (60% Navigazione Italiana S.p.A., 30% Assicurazioni Generali S.p.A. and 10% Duferco Italia Holding S.p.A.) held n. 111,033,237 Premuda ordinary shares (78.88% of the voting rights). As of today, such a participation is unchanged.
We point out that Navigazione Italiana S.p.A. is (through Investimenti Marittimi S.p.A.) the sole body in control of Premuda without, however, exercising management and co-ordination activities, pursuant to art. 2497 of the Italian Civil Code.
The official Italian version of this Annual Report has been audited by Deloitte rd& Touche S.p.A., appointed by shareholders resolution dated 23 April 2007
for the period 2007-2009.Deloitte & Touche S.p.A. also issued the limited review of the official Italian version of the Semi Annual Report 2009.The mandate of Deloitte & Touche S.p.A. is now expired and a new auditor is to be appointed by Shareholders' resolution, upon proposal of the Board of Statutory Auditors.
Miscellaneous data and information
21
We wish to express all our gratitude to Deloitte & Touche S.p.A. for the precious activity of the past nine years, in the interest of Premuda and their shareholders.
In accordance with the provisions of art. 2428 of the Italian Civil Code, we hereby inform you that:
- apart apart from a project of a new hull stress monitoring system named MOSES, started in 2008 and continuing in following years, the Company did not carry out any research and development activity;
- the Company does not own treasury shares; - the Company does not own shares or quotas of parent companies;- none of the subsidiaries own Company shares; - the Company has implemented a hedging strategy through derivative
financial instruments to cover risks arising from the variations in exchange rates and interest rates. Further details are available in the Notes to the Financial Statements.
Pursuant to the aforesaid art. 2428 of the Italian Civil Code, we further inform you that:
- our activity is subject to several laws and rules (local and/or international) on environmental protection, the non-compliance of which could heavily affect the Company's capability to conduct its business. These include, amongst others, air pollution requirements, garbage and/or water disposal, old tonnage recycling, etc. The Company is further exposed to other risks typical for shipping: piracy, war, climate, casualties, etc. Such risks are covered, when feasible, by insurance and limited by a certified quality management system. For further information, please refer to the relevant chapter of the 2009 Annual Report (italian version). As to financial risks, please refer to the Notes;
- Premuda complies with the Labour Health and Safety Protection regulations and, in particular, has revised its specific risk assessment as per D. Lgs. 81/2008.
The shares held and/or traded by Directors, Statutory Auditors and General Managers are mentioned in a specific prospectus drawn up in accordance with art. 79 of the Regulation implementing the Legislative Decree No. 58/98 (T.U.F.) attached to the audited Financial Statements (italian version).
All information required by art. 123 bis of T.U.F. can be found in the relevant “Report on Corporate Governance and Ownership Structure” released concurrently with this Annual Report and available in the Investor Relations section of our website .
The Company complies with art. 36 a), b) and c) of “Regolamenti Mercati Consob” on “Conditions for listing shares of companies controlling subsidiaries located and subject to Laws outside the European Union”.
www.premuda.net
22
A plan for the remuneration of, and incentives to, the “Top Management” is in force, as recommended by the Remuneration Committee and resolved by the Board of Directors.
The plan refers to the years 2008-2009-2010 and consists of three elements:
a) an annual compensation, based on the financial result logged in each year, equal to 5% of the consolidated net profit generated by the Company exceeding 5% of the consolidated Net Equity at the beginning of the period. This amount is allocated: 50% to the Chairman, 25% to the Managing Director, 10% to the General Manager and the residual 15% is shared amongst other Managers.
b) a compensation based on the growth of the Group's net equity in the 3-year period, payable at the end of 2010. This compensation is equal to 5% of the differential between the “Consolidated Net Equity” at the end of the period and the “Consolidated Net Equity” at the beginning of the period, increased by 15%; the proportional allocation is as detailed in item a).
c) a nominal “stock option” plan (so-called “phantom stock”) with a compensation equal to the difference between the monthly average of the Premuda stock price on the option allocation date and its price in the week preceding the option declaration, as listed on the Milan Stock Exchange
th This plan was resolved by the Shareholders' Meeting of 17 April 2008.
The options refer to a maximum cumulative amount of 2,700,000 shares per st year and are to be exercised within 36 months starting from 1 January of the
following year. The options refer to 1,350,000 shares for the Chairman, 810,000 for the Managing Director and 540,000 for the General Manager.The initial share value is € 1.246 for the options assigned in 2008 (average stock price in March 2008) and € 0.90 for the option assigned in 2009 (average stock price in March 2009).The initial share value for the options to be assigned in 2010 will be the average stock price in March 2010.
A residual portion of the stock incentive plan for the years 2005-2006-2007 is still in place, due to expire at the end of 2010 for the options granted in 2007 (at 1.525 Euro).
In consideration of the Group's results, no compensation for 2009 is expected to be paid to the “Top Management” pursuant to a) and b) above, however, a provision of about €/mln 0.6 has been taken to cover the “fair value” at the end of 2009 of the residual stock option plans as described in item c).
In conformity with the Legislative Decree 196/2003 (concerning the protection of Privacy) the Company has set up the relevant implementation plan chart.
23
We hereby inform you that, as already applied for the 2008 Annual Report, the 2009 annual Financial Statements of Premuda S.p.A. have been issued in accordance with the International Financial Reporting Standards (IFRS) as agreed by the International Accounting Standards Board (IASB).
The financial position is summarized (in '000 Euros) in the following table; at the end of the financial year our net financial exposure was €/Mln 85.44 (end 2008: €/Mln 45.46) with available cash of €/Mln 4.80.
At the end of 2009 about two third of Premuda S.p.A.'s loans are Euro-denominated (the residual are Dollars). Borrowing amounts and terms appear to be adequate in relation to the size and quality of our Fleet and its ability to generate sufficient cash-flow.
We believe that, based on available cash and credit lines, commitments for new investments and expected cash-flow, the company will have sufficient financial resources to cover its operating needs and fulfil its obligations at least for the next twelve months.
The above considerations are sustained by the expectations of a significant share capital increase, as further detailed in the following pages.
As to management conduct of the Company and business outlook, we have no particular issues to underline; nonetheless, we refer Shareholders to the Consolidated Annual Report 2009.
Financial Position
150 4,654 4,804
(9,516)(10,939)
(97) (20,552)
(15,748)
17,677 17,677
(87,368) (87,368)
(69,691)
(85,439)
Financial Position
CashOther liquid assetsTotal liquid assets
Short-term bank debtShort-term portion of long-term debtOther short-term debtTotal short-term debt
Short-term net debt
Loan to controlled companiesLong-term financial credit
Long-term bank debtLong-term debt
Total long-term net borrowing
Total net borrowing
175 5,820 5,995
(1,245)(26,689)
- (27,934)
(21,939)
24,796 24,796
(48,320) (48,320)
(23,524)
(45,463)
at 31.12.2009 at 31.12.2008
Significant events after the balance sheet date and business outlook
24
Dear Shareholders,
Premuda S.p.A. closed the 2009 financial year with a loss of €/mln 20.75 after depreciation charges of €/Mln 13.80 and impairment of 4 vessels of €/Mln 22.51 (net profit of €/Mln 8.71 after depreciation charges of €/Mln 12.03 in 2008).The impairment is a non-monetary negative element, subject to recovery should the reasons which made its implementation advisable cease to exist; anyhow, for next financial years, it will imply lower depreciation charges for about €/Mln 2.4 yearly.The criteria used to determine such impairment are explained in the Notes and repeated in the consolidated Annual Report, for Group's purposes.The cash-flow for 2009 was €/Mln 15.56 (2008: €/Mln 20.71).
Dear Shareholders,
In order to improve the financial position and meanwhile restore and strengthen the Net Equity (cash inflow, against non monetary losses) and to provide all interested parties - within the current shipping and whole economy crisis - with a significant positive message, the Board of Premuda S.p.A. (duly empowered by art. 35 of company By-law) has today resolved the following Capital Increase:from € 70,418,225.00 up to € 93,890,966.50, thus for maximum € 23,472,741.50 (partial amount acceptable as per art. 2439 of Italian Civil Code), by issuing maximum 46,945,483 ordinary shares, € 0.50 nominal value, share rights 01.01.2010, offered to the actual shareholders at a rate of 1 new share for every 3 shares held, at a price of € 0.75 (of which € 0.25 as share premium) with a maximum cumulative amount of € 35,209,112 (of which 11,736,371 share premium).The Capital Increase is to be finalized within six months from registration of the Board Resolution in the Company Registry.
25
Dear Shareholders,
T
st 31 March 2010 the Board of Directors
as far as result allocation is concerned, we recommend to cover the 2009 losses and to distribute dividends as follows
he above recommendations correspond to an unchanged dividend of € 0.02 per common share and € 0.03 per savings share.We note that over the period 2004-2007 - in a completely different scenario - the company distributed a total of € 0.30 dividend per ordinary share, but we believe the proposed dividend is the maximum sustainable effort to remunerate our shareholders, taking into account the present economic scenario, the troubles affecting financial markets and the significant investment plan started by our Group.
After distribution of the proposed dividend and full subscription of the Capital Increase, the shareholders' equity will be
equal to € 0.69 per each of the 187,781,933 shares post Capital Increase.
The Management Report on the Consolidated Financial Statements, as an integral and substantial part of this report, shall provide a proper overview of the Group led by Premuda S.p.A. This Management Report includes year-on-year data on the markets we operate in, fleet performance, costs and revenues as well as significant events occurred after the account-closing date and a business outlook.
As a final note we would like to thank all of our employees, ashore and at sea, for their valuable and professional cooperation, very important and very much appreciated in the present contingency
:
:
.
- Net loss of the year 2009- Covered through reserves- Covered through retained earnings- Residual available retained earnings- to ordinary shares - to savings shares - Retained earnings
€€
€€€€
(20,754,105)16,445,023
4,309,082 13,262,825 (2,815,230)
(2,248)10,445,347
- Share capital- Share premium- Legal reserve - Other reserves- Retained earnings- Total
€€€€€€
93,890,96711,736,37114,083,650
-10,445,347
130,156,335
Premuda S.p.A. Financial Statements
27
28
ASSETS
Fixed Assets
Tangibile fixed assets
Vessels
Vessels under construction
Land and buildings
Other fixed assets
Participations
Controlled companies
Associated companies
Other companies
Other financial assets
Loans
Other investments
Total Fixed Assets
Current Assets
Inventories
Consumables
Voyages in progress
Receivables
Clients
Prepayments
Other receivables
Financial current assets
Cash and cash equivalents
Total Current Assets
TOTAL ASSETS
Premuda S.p.A.Balance Sheet (Euro)
at 31.12.2009
at 31.12.2008
116,556,455
115,349,934
-
738,132
468,389
69,757,966
55,754,170
14,000,000
3,796
17,679,315
17,676,938
2,377
203,993,736
2,361,591
1,675,915
685,676
10,959,176
5,157,253
1,601,861
4,200,062
-
4,804,021
18,124,788
222,118,524
115,034,713
108,358,657
5,221,166
792,092
662,798
55,757,966
55,754,170
-
3,796
24.799.090
24,796,363
2,727
195,591,769
2,063,443
1.865.684
197.759
13,440,182
6.659.450
2.322.365
4.458.367
238,657
5,755,977
21,498,259
217,090,028
29
at 31.12.2008
at 31.12.2009LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders’ Equity
Share capital
Legal reserve
Other reserves
Retained profit
Profit for the year
Total shareholders’ equity
Long-Term Liabilities
Bank loans
Provisions
Provision for staff leaves
Total Long-Term Liabilities
Current Liabilities
Bank loans
Derivatives
Controlled companies
Suppliers
Corporate tax
Accruals
Other debts
Total Current Liabilities
Total Liabilities
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY
70,418,225
14,083,650
16,445,023
17,571,907
(20,754,105)
97,764,700
87,367,760
450,000
809,962
88,627,722
20,455,196
97,263
101,001
4,161,064
760,971
4,312,462
5,838,145
35,726,102
124,353,824
222,118,524
70,418,225
14,083,650
16,445,023
9,412,913
8,707,317
119,067,128
48,319,983
1,262,249
836,629
50,418,861
27,934,092
-
-
8,655,976
1,043,149
5,264,540
4,706,282
47,604,039
98,022,900
217,090,028
31
Premuda S.p.A.Income Statement (Euro)
year 2009
year 2008
Net revenue
Voyage costs
Time-Charter revenues
Charter hire
Running costs
Fleet margin
Profit on vessels sale
Administrative expenses
Depreciation
Impairment of assets
Operating profit/(loss)
Financial items
Profit/(loss) before tax
Tax on profit
Net profit/(loss) for the year
Net profit/(loss) per share
54,307,832
(6,050,749)
48,257,083
(17,948,811)
(13,095,594)
17,212,678
9,501,974
(7,286,476)
(13,838,230)
(22,505,828)
(16,915,882)
(3,588,223)
(20,504,105)
(250,000)
(20,754,105)
(0.147)
100,535,380
(8,943,141)
91,592,239
(41,672,057)
(17,349,582)
32,570,600
-
(8,586,520)
(12,028,302)
-
11,955,778
(2,793,461)
9,162,317
(455,000)
8,707,317
0.062
year 2009
2008year
Net result
Hedge accounting effect
Comprehensive result
(20,754,105)
2,267,409
(18,486,696)
8,707,317
(23,980)
8,683,337
st(*): as requested by the amended version of IAS 1 applicable starting 1 January 2009
Statement of Comprehensive Income (Euro)*
32
A) NET CASH POSITION AT YEAR BEGINNING
B) CASH FLOW FROM OPERATING ACTIVITIES Profit for the year Unrealized exchange differences Interest charges Interest income Tax on income Depreciation Net change in other provisions (Profit)/loss on assets disposal Net change in Staff’s leave provision Subtotal: Cash flow from operating activities before working capital changes
Change in receivables Change in inventories Change in suppliers and other current liabilities Total cash flow from operating activities
C) CASH FLOW FROM INVESTING ACTIVITIES Investments in assets: - tangible - financial Sale of tangible fixed assets Interest income cashed Total cash flow from investing activities
D) CASH FLOW FROM FINANCING ACTIVITIES Repayment of bank loan Net change in financial fixed assets Interest charges (cash) Dividends Other changes Total cash flow from financing activities
E) CASH FLOW OF THE PERIOD (B + C + D)
F) NET CASH POSITION AT THE END OF THE PERIOD (A + E)
(22,178,115)
(20,754,105)423,273
3,159,517(1,431,726)
250,00036,344,058
(812,249)(9,502,901)
(26,667)
7,649,200
3,219,663(298,148)
(5,003,207) 5,567,508
(74,537,556)(14,000,000)46,171,900
1,431,726(40,933,930)
(23,812,936)7,119,775
(3,725,867)(2,817,478)
2,269,156 41,893,363
6,526,941
(15,651,174)
Premuda S.p.A.Cash Flow Statement (Euro)
year 2009
(13,199,891)
8,707,317(568,556)
4,865,896(1,832,961)
455,00012,028,302
662,249(5,305)
(102,606)
24,209,336
(4,638,410)1,669,520
(3,807,308)17,433,138
(8,913,307)-
7,0681,832,961
(7,073,278)
(20,698,054)3,203,021
(4,869,870)(8,450,936)
(22,245)(19,338,084)
(8,978,224)
(22,178,115)
year 2008
14,083,650
-
-
-
-
-
-
14,083,650
-
-
-
-
-
-
14,083,650
14,881,615
-
(8,450,936)
3,004,466
1,748
(23,980)
-
9,412,913
-
(2,817,478)
8,707,317
1,746
2,267,409
-
17,571,907
3,004,466
-
-
(3.004.466)
-
-
8,707,317
8,707,317
-
-
(8,707,317)
-
-
(20,754,105)
(20,754,105)
118,832,979
-
(8,450,936)
-
1,748
(23,980)
8,707,317
119,067,128
-
(2,817,478)
-
1,746
2,267,409
(20,754,105)
97,764,700
16,445,023
-
-
-
-
-
-
16,445,023
-
-
-
-
-
-
16,445,023
70,418,225
-
-
-
-
-
-
70,418,225
-
-
-
-
-
-
70,418,225
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
As at 31.12.2007
2007 Profit Allocation
- to legal reserve
- to dividends
- to retained profit
Various
Hedge accounting effect
2008 Net Profit
As at 31.12.2008
2008 Profit Allocation
- to legal reserve
- to dividends
- to retained profit
Various
Hedge accounting effect
2009 Net Result
As at 31.12.2009(1) (2) (3)
(1)
(1)
(2)
(2)
(3)
(3)
33
Statements of changes in Shareholders’ Equity (Euro)
LegalReserve
RetainedProfit
Total
OtherReserve
ShareCapital
Reserve for premium on
issued shareProfit for the Year
(1): available to cover future losses(2): of which € 3,666,410 to be taxed when used other than to cover future losses(3): of which € 2,827,699 not to be distributed
35
Management Report on the consolidated financial statements
37
Dear Shareholders,
In 2009 tanker and bulker markets had similar patterns, in a generally uncertain and depressed economical climate.
Factors influencing both markets were:- increased tonnage supply: +7% for tankers and nearly +10% for bulkers;- reduced tonnage demand: -3.2/-4.1% for tankers and -3.0% for bulkers;- significantly lower charter rates: a y-o-y decrease of -63/69% for tankers
and -57/65% for bulkers (depending on vessel-type).
In 1Q10 both markets markedly improved: +16/56% for tankers and +40/60% for bulkers (except capers, lagging behind). During this period charter rates have been reasonably viable, far from recent years' healthy levels, but significantly better than 2009 rates, which will go on record as the worst-ever. Market falls have been slowed by widespread port congestion, which kept a sizable share of global fleets (especially the larger bulkers) off the market.Another factor which sustained freight rates has been increased trading volume on certain routes which do not provide backhaul cargoes (e.g. iron ore from Brazil to China) and, therefore, forced ships to ballast back to loading areas. Along with port congestion, this contributed to reducing tonnage available for the cargo volumes due to be carried.
Depressed charter rates and concern for the future, enhanced by shrinking financing sources, have caused a dramatic reduction of vessels' values. By way of example, a 5-year-old panamax bulker, valued at US$ 90M in 2007 could achieve no more than US$ 26M at the end of 2008 and US$ 35M by end-2009 (the trend was further up in 1Q10).
The market pattern in 2009 required impairment tests for the Company's fleet, resulting into a cumulative charge of Euro 22.3M for 5 ships (see Notes to Financial Statements).
The global economy, particularly in China, other parts of Asia and Brazil, still provides reasons for uncertainty: these countries, relatively unaffected by a serious credit crunch, have enjoyed good health, often recording significant industrial production growth (e.g. China with a steel production of 566M tons in 2009, up 14% y-o-y, with a corresponding increase, +10M tons/month, of iron ore imports in 2H09).
Rather than tonnage “demand”, it is tonnage “supply” that is regarded as a major source of concern, due to a huge orderbook and a massive building capacity in Asia, supported by Governments eager to ensure social stability.
38
On the other hand, the shipbuilding industry suffered too in 2009, faced with a dearth of newbuilding orders and pressure from several customers demanding order cancellations, discounts on price or, at least, postponement of their ships' delivery.
Shipbuilders are obviously looking at possible solutions, such as cancelling orders, shelving expansion plans, switching from shipbuilding to repairing, diversifying production (e.g. infrastructure assembly) and scaling down utilization of sub-contractors. Although this is obviously encouraging, the shipbuilding industry is still plagued by overcapacity and is widely thought to remain so, at least for the next few years, in view of a comparatively low demand for new tonnage.
It is encouraging to note that cost of finance remains low, financiers have adopted a supportive approach towards their customers and bankers have cautiously resumed lending, although the gap between ships' contract value and market value has been left for owners to cure.
The year 2009 is widely regarded as a trough in the market curve and a slow, still vulnerable, upward trend for the medium and long term may be on its way, in the wake of a growing global economy underpinned by developing countries, mainly in Asia.
In 2009 the tanker fleet grew by 7.60% (29.40 mln dwt) over 2008, thus exceeding 435 million deadweight tons (in 2008 the tanker fleet grew by 5.60%). This strong growth confirms recent years' trend, from 296 mln dwt in year 2000 to more than 435 mln dwt in 2009.
In 2009 tanker freight rates fell on average by 66% when compared with the previous year data. The first quarter 2010, on the contrary, saw recoveries between 16% and 56%, based on vessel's size.
As far as the future is concerned, the shipyards' orderbook is the most important data to analyze.At the end of 2009 the tanker orderbook totalled 128.50 mln dwt, or 29.50% of the current trading fleet.This is significantly lower than the 164.30 mln dwt (or 39.80% of the then trading fleet) at the end of 2008: new vessels should be delivered in the 2010/2012 period, but it's a common feeling that part of the orderbook will not be built for different reasons, and that a more significant part won't match their contractual deliveries and will be delayed.
This is almost certain as a concept, but it's difficult to weight the phenomenon, whose impact could be very significant, considering that in 2009 about 40% of the vessels with expected delivery during the year have been delayed to 2010 onward.
Tanker sector
39
In 2009 ships' scrapping were more than doubled compared to the previous year's data: 8.40 M dwt (4.10 M dwt in 2008) at an average price of 340 $/ton(+20% over 2008).Taking into account current depressed freight rates, it is reasonable to assume that scrapping of old tonnage will significantly increase, also sustained by the “phasing out” rules, forcing to demolition (largely in 2010 and in any case within 2015) the residual single hull vessels (about 17% of the existing fleet).
In 2009 the secondhand Sale & Purchase market was much lower than 2008 which, in turn, had recorded a significant reduction compared to 2007.Only 167 vessels have been sold, equivalent to 16.80 M dwt worth US$ 4.20 Bln (in 2008: 302 ships for 26.60 M dwt and US$ 11.40 Bln).
Further details on this sector are presented in the following tables.
Table 1 shows demand for tanker tonnage and volumes of seaborne transportation of crude oil and refined products: in 2009, as a consequence of the slowing economy, the transported quantities were decreased between 3.2% and 4.1% (the deepest fall from 2000).
The tables below show the development of the tanker fleet in recent years, including new tonnage deliveries, scrapping and newbuilding orderbook .
year
2000200120022003200420052006200720082009 (est.)
(Table 1) Quantities transported by sea (millions of tons)
quantity
1,6561,6841,6671,7701,8501,8851,9331,9841,9641,883
quantity
523553556586636691736763781756
crude oil change
- 1.7%
- 1.0%6.2%4.5%1.9%2.5%2.6%
- 1.0%- 4.1%
products change
- 5.7%0.5%5.4%8.5%8.6%6.5%3.7%2.4%
- 3.2%
VLCCSuezmaxAframaxPanamaxSmallTotal
+ 200,000120/200,000
80/120,00060/80,00010/60,000
(Table 2) Tanker fleet Order book at end o f year (Mln dwt) as of end 2009
59.421.517.0
6.024.6
128.5
36.735.619.421.725.129.5
2005
139.449.568.018.970.6
346.4
2006
142.152.771.321.375.4
362.8
Total % of Fleet 2007
147.855.076.423.981.5
384.6
2008
153.255.681.126.190.3
406.3
2009
161.860.487.827.798.0
435.7
40
The world fleet's age is obviously a significant element for the assessment of its future development and tonnage supply growth. During the last few years, the average age has progressively decreased and it is evident that the renewal process will proceed according to the volume of new deliveries and to the entity of tonnage due for compulsory demolition in upcoming years and/or sent to voluntary demolition because of the decreasing market.
Table 5 shows average freight rates (US$/day, time-charter equivalent) for spot voyages, related to different tonnage classes.
VLCCSuezmaxAframaxPanamaxSmallTotal
+ 200,000120/200,000
80/120,00060/80,00010/60,000
(Table 4)
stAge profile of the tanker fleet as at March 1 2010 (Mln dwt)
0-9 yrs
105,94540,06658,79821,92565,036
291,770
66%
10-14 yrs
29,0259,674
13,5621,126
11,76465,151
15%
15-19 yrs
21,6047,856
11,1892,0216,644
49,314
11%
> 20 yrs
6,3583,6355,1852,875
15,02433,077
8%
total
162,93261,23188,73427,94798,468
439,312
100%
VLCCSuezmaxAframaxPanamaxSmallTotal
difference between deliveries and scrapping
+ 200,000120/200,000
80/120,00060/80,00010/60,000
(Table 3) Newbuilding d dwt)eliveries/scrapping (Mln )
2005
0.30.31.50.51.44.0
25.8
9.34.07.03.26.3
29.8
2006
0.30.20.50.31.73.0
23.0
5.84.15.53.27.4
26.0
2007
--
0.90.32.23.4
27.4
9.04.06.23.18.5
30.8
2008
0.80.31.10.51.44.1
32.2
12.42.27.43.1
11.236.3
2009
2.41.01.70.72.68.4
39.9
16.67.3
10.62.9
10.948.3
clean: 20/35,000 dwt vessels used to transport clean petroleum productsaframax: 80/110,000 dwt vessels.Suezmax: 110/160,000 dwt vessels.VLCC:modern construction 250/320,000 dwt vessels.
year
1997199819992000200120022003200420052006200720082009
st2010 (1 Qrt)
(Table 5) Average freight rates for spot voyages
$/g 15,71812,486
9,87218,46724,95013,94022,03227,70729,95424,17424,51623,325
7,70010,000
$/g 21,10916,42513,05933,15030,75918,95434,21249,59241,65039,35635,81049,92215,48318,000
$/g 23,75321,27715,18939,39030,42018,64741,64874,97553,57953,09744,14276,62628,21135,000
$/g 34,69131,96819,77550,35336,01722,02952,43396,05560,31963,07355,00091,39032,00050,000
cleanchg
- 21%- 21%
87%35%
- 44%58%26%
8%- 19%
1%- 5%
- 67%30%
aframaxchg
- 22%- 21%154%- 7%
- 38%81%45%
- 16%- 6%- 9%39%
- 69%16%
suezmaxchg
- 10%- 29%159%- 23%- 39%123%
80%- 29%
- 1%- 17%
74%- 63%
24%
VLCC chg
- 8%
- 38%155%- 28%- 39%138%
83%- 37%
5%- 13%
66%- 65%
56%
41
The above data show the averages for the year, significantly lower than in 2008 but extremely volatile: rates for suezmaxes went from 37,800 US$/day in the first quarter to 25,421 US$/day in the second quarter, to 14,524 US$/day in the third quarter and to 35,059 US$/day in the last quarter.In the first part of 2010 the rates surged for every category of vessels, with a declining trend at the end of the first quarter.
After a yearly increase of 6.60% in both 2007 and 2008, in 2009 the bulker fleet grew at a rate of 9.90%, reaching the record level of 460 Mln ts dwt.
Freight rates recorded an average 60% yearly decrease for all categories of vessel.The first quarter 2010 shows a further, light, reduction for capesizes and significant recoveries (between 40% and 60%) for all other types of vessel.
Similarly to the tanker sector, the future is mainly affected by the orderbook level: at the end of 2009, the bulk carrier orderbook was 286.50 Mln ts dwt or 62.30% of the current trading fleet (293.7 Mln ts dwt or 69.80% of the active fleet in 2008) for a total number of 3,267 vessels to be delivered (a reduction of 119 units compared to the end of 2008).
It's reasonable to predict that - based on the same reasons of the tanker sector - a certain number of vessel will not be built by shipyards or will be significantly postponed, but it's very difficult to evaluate the real impact of this phenomenon in 2010.
Scrapping activity strongly recovered from 5.50 Mln ts dwt of 2008 to 10.00 Mln ts dwt of 2009. Scrap prices, obviously, surged from US$ 270 per displacement ton in 2008 to US$ 330 in 2009. Further increase in scrapping activity is expected in 2010.
In 2009, second-hand sales transactions recorded a strong increase in volumes (+ 65%) as opposed to significant reduction in prices.Sales involved 594 units equivalent to 32.90 Mln ts dwt and US$ 9.10 Bln in value (2008: 351 units for 20 Mln dwt ts and US$ 13.30 Bln). Of these 594 vessels, 51 were capesize, 134 panamax, 160 handymax and 249 handy.
Further details on dry bulk sectors are reported in the following tables.
Table 1 shows the volumes of seaborne transportation of dry bulk commodities. After 8 years of continuous growth, 2009 marks a 3.0% reduction, clearly linked to the economic crisis.
Bulkersector
42
The tables below show the development of the bulker fleet in recent years, including newbuilding deliveries, scrapping and shipyards' orderbook.
CapesizePanamaxHandymaxHandyTotal
100/160,00060/100,000
40/60,00010/40,000
(Table 2) Trading fleet as at end of year (Mln dwt)
Order book as of end 2009
Total
147.565.346.127.6
286.5
% of fleet
86.953.950.136.062.3
2005
110.893.766.474.1
345.0
2006
121.2101.7
71.773.8
368.4
2007
131.6108.2
77.075.6
392.4
2008
143.3114.8
83.176.9
418.1
2009
169.8121.1
92.176.6
459.6
CapesizePanamaxHandymaxHandyTotal
difference betweendeliveries and scrapping
100/160,00060/100,000
40/60,00010/40,000
(Table 3) Newbuilding deliveries/scrapping (Mln dwt)
2005
0.20.20.20.41.0
22.4
8.87.25.42.0
23.4
2006
0.30.50.10.91.8
24.3
2007
-0.10.10.30.5
24.2
11.08.65.01.4
26.0
10.46.75.32.3
24.7
2008
2.11.10.51.85.5
18.9
8.66.36.53.0
24.4
2009
1.62.21.34.9
10.0
32.9
21.27.0
10.04.7
42.9
(Table 4)
stAge p rofile of the bulker fleet as at March 1 2010 (Mln ts dwt)
VLBC CapesizePanamaxHandymaxHandy
+ 160,000100/160,000
60/100,00040/60,00010/40,000
0-9 yrs
88,5882,229
62,74152,84621,942
228,346
49%
10-14 yrs
20,8406,120
22,55216,74510,29976,556
16%
15-19 yrs
14,45415,65011,779
6,5673,915
52,365
11%
> 20 yrs
16,47910,43525,71717,60741,304
111,542
24%
total
140,36134,434
122,78993,76577,460
468,809
100%
year
2000200120022003200420052006200720082009 (est.)
(Table 1) Quantities transported by sea (millions of tons)
minerals
449451481515586658721781840907
coal
524556579619660688729772797792
grain
264260271264275272290303323313
other
806829839904972
1,0091,0611,1031,105
961
total
2,0432,0962,1702,3022,4932,6272,8012,9593,0652,973
changes
-2.6%3.5%6.1%8.3%5.4%6.6%5.6%3.6%
- 3.0%
43
The world fleet's age profile is obviously a key element to estimate the fleet's future pattern and, therefore, tonnage supply growth. It is, however, noteworthy that, over the last few years, the fleet's average age has gradually decreased: it is, therefore, apparent that the renewal process will continue, as a result of scrapping activity and massive newbuilding deliveries.
Table 5 shows the progress of bulk freight rates for spot voyages (US$/day - time charter equivalent), for different tonnage classes (Clarkson index).
Freight rates for 2009 were, as an average, 60% lower than those (incredibly high) recorded in 2008. The data are correct, but they don't evidence the movement throughout the year and, in particular, don't show the recovery of the market in the last six months.To better clarify the situation, it's worth notice that panamax rates were worth about 7,600 US$/day in the first quarter, 15,400 US$/day in the second quarter, 16,559 US$/day in the third quarter and 20,700 US$/day in the last three months of the year.In the first quarter 2010 the rates remained, as an average, almost steady, showing some increases for handy and handymax.
The existing and scheduled FPSO can be broadly divided in two groups: the first group is mainly characterized by high technology and a high level of investment, operating in deep-waters high-potential oilfields. The complexity of the equipment is also due to the growing exploitation of wells yielding ever increasing gas volumes together with crude oil. This involves working with gas processing facilities to enable transportation by gas carrier vessels;the second group of FPSO, technologically less complex, requires a lower level of capital investment and involves shallow to medium depth petroleum wells yielding a smaller percentage of gas in relation to the crude oil extracted. VLCC are the best suited vessels for conversion into FPSO for Brazilian and West African oilfields, whereas aframaxes are the most in demand for Far Eastern and Australian markets.
year
2000200120022003200420052006200720082009
st2010 (1 Qrt)
(Table 5) Average freight rates for spot voyages
$/g 24,72415,52411,65437,56370,39551,61343,178
111,75797,69939,06435,000
$/g 10,700
8,7097,284
19,09133,95022,93121,42749,34943,32315,09024,000
$/g 8,9708,2068,761
16,70631,98724,02022,58347,58241,11317,50025,000
capesize chg
- - 37%- 25%222%
87%- 27%- 16%159%- 13%- 60%- 10%
panamaxchg
-- 19%- 16%162%
78%- 32%
- 7%130%- 12%- 65%
59%
handymaxchg
-- 9%
7%91%91%
- 25%- 6%
111%- 14%- 57%
43%
FPSOsector
44
Because of the falling in oil price, the increase of raw materials and the impact of world crisis, the off-shore market recorded a significant slow-down in 2008 (but not the full stop which affected other shipping segments) followed by a progressive recovery in 2009, related to the oil price growth.
Perspective for 2010 and following years are positive, based on the strong restart of research activity for new fields.
There are currently 154 FPSO in service and 39 new buildings under construction: almost all of them are committed to oil fields ready for exploitation (146 units and 43 new buildings at the end 2008).
The following changes occurred to the Group's fleet during 2009:
- in April: the second 55,500 dwt supramax bulk carrier named Four Kitakami, time chartered “in” for long term (with purchase option in our favour), was regularly delivered;
- in May: the suezmax tanker Four Smile, built 2001, was purchased (through an option in our favour) at the price of US$ 50M. After a short employment on the spot market (to get the due Oil Major Approval), in July the vessel was delivered to the charterer for a long term employment;the panamax bulk carrier Four Etoiles, built 1983, was sold for scrap generating a profit of about €/Mln 0.4;
- in June: the panamax tanker Four Schooner, built 2000, was purchased (through an option in our favour) at the price of US$ 32M. As expected, at the end of the month the vessel was sold, but we had to accept a discounted price and a partial payment deferral (secured by a bank guarantee). Anyhow, the transaction generated a profit of about €/Mln 2.3;the third 55,500 dwt supramax bulk carrier named Four Mogami, time chartered “in” for long term (with purchase option in our favour), was regularly delivered;
- in July: the new 115,000 dwt aframax product tanker Four Wind was successfully delivered by Samsung shipyard and the associated company Four Jolly S.p.A. (our interest 50%) owns and operates the vessel under the Italian flag through the “Taurus Pool”;the panamax bulk carrier Four Coal, built 2000, was sold generating a profit of about €/Mln 6.9;
- in October: the new 34,400 dwt handy bulk carrier Four Aida was successfully delivered by SPP shipyard to the controlled company Four Handy Ltd.
As already advised, in 2009 we've reached an agreement with Vinashin shipyard for cancelling two out of four new buildings ordered. The advances already made for the cancelled units have been transferred to the residual ones, whose delivery dates are now expected respectively within the first quarter 2011 and within the first quarter 2012.
The Fleet
All other cost meanwhile capitalized on the cancelled vessel (€/Mln 1.1) have been charged to profit and loss in 2009.Our expectations on the finalization of the residual two vessels are sustained by the effected delivery to another shipowner (at the end of February, with more than 2.5 years delay!) of the first unit of this “Diamond” series, but we have to keep a tight control on shipyard's obligation, focused on the extension (amount and time validity) of the “refund guarantees”.
At the end of the first half of the year the conversion works (from tanker to bulk carrier) of the 1992 built aframax Four Springs were completed. In the first week of July the vessel completed the sea-trials and was delivered to the charterer for the scheduled long term employment (8 years).
Conversion works, realized at a Cosco shipyard in China, also included:1) complete refurbishment of the cargo area;2) installation of hatch covers;3) insertion of a brand new hull block; thus increasing the l.o.a. to 256 m. and the deadweight to 109,000 dwt.
Also because of some change in the scope of work as requested by the Class Registry, the total cost (about €/Mln 19) exceed our expectations. This investment is, anyhow, profitable due to the terms of the contract of employment.
The vessel obtained a conventional age reduction of 11 years from the Registry, with positive effects on future cost of insurance coverages.
Regarding the changes to Premuda's fleet occurred after year-end, we point out that in the first decade of March the associated company Four Jolly S.p.A. (our interest 50%) took delivery of the second new 115,000 dwt aframax product tanker, named Four Sky.As per the sister vessel Four Wind, the commercial employment is granted by the “Taurus Pool”.
We also notice that in March, after more than eight months of stoppage, the FPSO Four Rainbow (ex Four Vanguard) finally restarted the production at the Woollybutt field. Total cost of repairs/class renewal (performed at Keppel's shipyard in Singapore with an investment in excess of €/Mln 30) were financed through existing credit lines.
st Group Fleet details as at 31 December 2009 and 31 March 2010 are shown on pages 10 and 11 of this report.
Current commitments for fleet investments amount to approximately US$ 331M (of which about US$ 68M are attributable to third-parties), spread over the years 2010/2012.
st
45
46
A summary of such commitments:
- 2 aframax (114,700 dwt) product tanker newbuildings at South Korea's Samsung, due for delivery respectively May 2011 and May 2012. Outstanding installments due to the shipyard amount to approximately US$ 135.5M, of which 50% is attributable to the Group;
- 2 handysize (34,000 dwt) craned bulkers, on order with Vietnamese shipyards Vinashin with updated delivery respectively in first quarter 2011 and first quarter 2012. Outstanding installments due to the shipyard amount to approximately US$ 22.5M;
- 7 handysize (35,000 dwt) craned bulkers, on order with South Korean shipyards SPP due for delivery in 2010 (2 vessels), 2011 (4 vessels) and 2012 (1 vessel). Outstanding installments due to the shipyard amount to approximately US$ 173M.
Loan finance for the ships due for delivery in 2010 has already been broadly secured, for the later newbuildings negotiations have begun to secure long-term mortgage-backed finance.
The management of the Premuda fleet, both tankers and bulk carriers, has been carried out smoothly and eventless. The use of available vessel-time is summarised in the following table, and includes time spent for routine survey and drydock on one vessel. The data refer to shipping activity only (off-shore is excluded) and time spent for conversion work on the Four Springs is excluded too.
Compared with 2008, time available for commercial operations increased due to the lower number of vessels undergoing scheduled drydock. Time lost waiting for employment is increased due to tonnage demand volatility throughout the year.
ManagementInformation
year
200420052006200720082009
includes vessel positioning to drydock(*):
% of vessel/time:
commercialoperations
93.3%95.2%95.0%90.7%93.1%96.4%
waiting for employment
1.1%0.3%0.6%2.3%0.2%1.4%
technical off-hires (*)
5.6%3.8%4.4%7.0%6.7%2.2%
47
The next table reports the daily income booked by our vessels on a “time-charter equivalent” basis over the last five years, subdivided into the most homogenous categories.
It should be noted that, in time-charter contracts, voyage operating costs associated with the utilization of the vessel such port costs, canal transit rights, fuel, etc., are borne by the charterer.
The following table shows the running costs paid for our vessels, subdivided into the most possible homogenous categories. Running costs include insurance, crew, maintenance and repairs, spares and stores, lubricants, classification, security and safety costs etc.; general expenses and voyage costs associated with the commercial utilization of the vessels (such as port costs, canal transit rights, fuel, etc) are not included.
aframax
29,14226,18024,93428,53720,091
panamax
18,20518,50021,62821,42221,442
suezmax
27,17334,11034,39836,28427,862
Tankers - Time Charter Equivalent (US Dollars/Day)
year
20052006200720082009
minicape
----
26,569
panamax
22,23216,73319,81819,30717,497
handymax
----
17,854
handy
----
11,872
Bulk Carriers - Time Charter Equivalent (US Dollars/Day)
year
20052006200720082009
aframax
8,5238,683
10,35311,724
9,169
suezmax
----
9,131
tankers
panamax
6,8316,7448,3597,6608,168
bulk carriers
Running Costs (US Dollars/Day)
20052006200720082009
year handy
----
4,047
panamax
5,2076,6467,1297,8046,589
48
Vessels' Opex in 2009 were lower than in the previous year (except for panamax tankers) despite a widespread steady increase of insurance and labour cost (regardless of crew nationality). Cost-cutting measures, even more meaningful during low market cycles, will always be respectful of the necessity to ensure high standards and safety, essential for a first class operation.
The consolidated financial position, duly detailed in the “Notes”, is summarized (in '000 Euros) in the following table; at the end of 2009 the net financial exposure was €/Mln 226.76 (€/Mln 160.12 at the end of 2008) with a cash availability of €/Mln 16.02.
At the end of 2009 about 50% of long term loans were Dollar-denominated, offering a significant hedge to assets and income expressed in the same currency.
Taking into account the extent of new investments, the amount and structuring of borrowings appear to be affordable, considering cash and credit lines available, the size and quality of our Fleet, its ability to generate sufficient cash flow and the contribution granted by the Share Capital Increase resolved by the holding company Premuda S.p.A.
FinancialPosition
at 31.12.2008
180 12,856 13,036
(1,300)(35,526)
(929) (37,755)
(24,719)
20,042 11,846 31,888
(167,291) (167,291)
(135,403)
(160,122)
at 31.12.2009
327 15,692 16,019
(9,560)(20,270)
(957) (30,787)
(14,768)
20,042 9,250 29,292
(241,283) (241,283)
(211,991)
(226,759)
Financial Position
CashOther liquid assetsTotal liquid assets
Short-term bank debtShort-term portion of long-term debtOther short-term debtTotal short-term debt
Short-term net debt
Long-term financial investmentsLoan granted to associated companiesTotal long-term financial assets
Long-term bank debtLong-term debt
Long-term net debt
Total net borrowing
49
Based on the above, we believe that at least for the next 12 months the Group will have sufficient financial resources to cover its operating needs and to fulfil its obligations.
We note that the medium-to long term financial investments concern an investment of Euro 20M in 5-year term, capital-guaranteed financial products issued by Commerzbank, pledged for a 30M-credit line, issued by Commerzbank itself, with a tenor equal to the duration of the investment, thereby making the funds immediately available. In any case we have the right to exit this investment (with a simultaneous cancellation of the credit line).
Our Group is highly regulated, at national and international level, on environmental safety issues, as a pre-requisite to be allowed to trade. These rules also concern air emissions, garbage disposal, water recycling and scrapping of obsolete ships. The Group is also exposed to other risks, typical of the shipping industry, such as piracy, war hostilities, bad weather, groundings and collisions, etc. Such risks are covered, as far as possible, by insurance, and limited by submitting technical management to certification by specialized auditors. We refer you to “Environment and Safety” chapter, which is integral part of the Italian version of this Annual Report.The Group is also exposed to financial risks, as reported in detail in the Notes to Financial Statements.
st As at 31 December 2009, Premuda S.p.A. and its associated companies employed 287 people, of whom 213 were seafarers. Year-on-year, shore staff increased by 4 and seafarers decreased by 11.
The Group's Consolidated Financial Statements (as well as Premuda S.p.A.'s Financial Statements) as at 31 December 2009 have been audited by Deloitte & Touche S.p.A., who also carried out a limited review of our Semi-annual Report.
All information required by art. 123 bis of T.U.F. can be found in the Report on Corporate Governance and Shareholding Structure, released together with this Annual Report as well as in the Investor Relation section of our website
Apart from what previously reported on the delivery of Four Sky to the associate company Four Jolly S.p.A. and on the restart of production of Four Rainbow (ex Four Vanguard), no significant events or circumstances have occurred subsequent to the account-closing date.
As far as new investments are concerned, we point out that - based on the market condition described at the beginning of this report - we have started negotiating with the shipbuilders in order to modify the contractual terms.
Euro
st
www.premuda.net.
Other data and information
Significant events after the year closing date and business outlook
50
Regarding the management of our owned fleet, both tankers and bulkers, no significant events or circumstances have occurred subsequent to the account-closing date.
Scheduled dry-dock and special surveys for 2 units are planned in 2010, with technical off-hire for the entire Fleet amounting to 2.0% of vessel-time (2.2% in 2009). As to running costs, we are aiming at keeping them at approximately the same level as last years, in line with the international pattern for our quality standard.
Operating costs will certainly be negatively affected by the increase in crew wages, whilst the high fuel price only marginally concern our fleet, as fuel for vessels employed on time-charter is paid for by the charterer.
Financial charges should benefit (at least in the short term) of low interest rates, and are partly fixed at adequate levels. On the opposite side it's logical to foresee a general increase in the applicable spreads required by the banks for new transactions.
With respect to commercial risk, it must be noted that approximately 74% of time/vessel available is currently covered at adequate levels.
Nearly all of income is expressed in US$, therefore, its conversion into Euro-denominated balance sheet data may be negatively influenced by a weak dollar, only partly offset by costs sustained in the same currency (part of crew costs, insurance, spares and stores, lubricant oils and maintenance) and by interest charges on US$-denominated loans.
Broadly speaking, excluding additional impairment on vessels and barring unforeseen circumstances, it is reasonable to expect a positive 2010, notwithstanding all uncertainties related to the present troubled contingency.
51
Dear Shareholders,
We draw your attention to the fact that our 2009 Consolidated Financial Statements have been issued in accordance with the IFRS International Accounting Standards of the International Accounting Standard Board (as already done in 2008).
The consolidated results for the 2009 financial year (net of minority interest, irrelevant) show a loss of €/Mln 19.80 after depreciation and amortisation charges of €/Mln 24.20, provisions and other costs of €/Mln 5.00 and impairment of five vessels of €/Mln 22.30 (in 2008 net profit was €/Mln 3.80 after depreciation and amortisation charges of €/Mln 24.10).
Without such impairments and provisions, and all other conditions unchanged, the 2009 result would have been a profit of €/Mln 7.50.
The impairment is a non-monetary negative element, subject to recovery should the reasons which made its implementation advisable cease to exist; anyhow, for next financial years, it will imply lower depreciation charges for about €/Mln 2.70 yearly. The criteria used to determine such impairment are explained in the Notes.
The cash-flow for 2009 was €/Mln 26.70 (2008: €/Mln 27.90).
Net equity at the end of 2009 amounts to €/Mln 176.00, compared to €/Mln 198.10 at the end of 2008.
Dear Shareholders,
In order to improve the financial position and meanwhile restore and strengthen the Net Equity (cash inflow, against non monetary losses) and to provide all interested parties - within the current shipping and whole economy crisis - with a significant positive message, the Board of Directors of the holding company Premuda S.p.A. proposed a) to cover the 2009 losses through reserves and retained profit; b) to distribute an unchanged dividend and resolved the following Capital Increase:from € 70,418,225.00 up to € 93,890,966.50, thus for maximum € 23,472,741.50 (partial amount acceptable as per art 2439 of Italian Civil Code), by issuing maximum 46,945,483 ordinary shares, € 0.50 nominal value, share rights 01.01.2010, offered to the actual shareholders at a rate of 1 new share for every 3 shares held, at a price of € 0.75 (of which € 0.25 as share premium) with a maximum cumulative amount of € 35,209,112 (of which 11,736,371 share premium).The Capital Increase is to be finalized within six months from registration of the Board Resolution in the Company Registry.
After taking into account the payment - by the Parent Company - of the proposed dividends and assuming the full subscription of the Capital Increase, the Consolidated Shareholders' Equity will be structured as follows:
Equal to 1.11 Euro per each of the 187,781,933 shares post Capital Increase.
Dear Shareholders,
The 2009 result shows a loss, mainly generated by impairment of old vessels.
Our expectations for 2010, subject to the current uncertain times, are back to profit, as reported in company budgets and supported by the market trend in the first quarter.
As a final note, we would like to thank all of our Group's employees, ashore and at sea, for their valuable and precious cooperation in the present contingency: they deserve our unconditional gratitude and firm confidence in the future.
st31 March 2010 The Board of Directors
53
- Share capital- Share premium- Legal reserve- Other reserves- Retained earnings Total Group Shareholders' Equity- Minority interestsTotal Consolidated Shareholders' Equity
93,89111,73614,084
-88,666
208,37751
208,428
(€/000)
55
Consolidated Financial Statements
Premuda GroupConsolidated Balance Sheet (thousands of Euro)
ASSETS
Fixed Assets
Tangible fixed assets
Vessels
Vessels under construction
Real estate
Other fixed assets
Participations
Associated companies
Other companies
Other financial assets
Loans
Other investments
Total Fixed Assets
Current Assets
Inventories
Consumables
Voyages in progress
Receivables
Clients
Prepayments
Other receivables
Financial current assets
Cash and cash equivalent
Total Current Assets
TOTAL ASSETS
56
at 31.12.2009
at 31.12.2008
385,230
280,641
102,220
738
1,631
15,583
15,579
4
29,399
29,364
35
430,212
3,656
2,970
686
39,036
25,892
2,431
10,713
-
16,020
58,712
488,924
345,289
260,522
82,508
792
1,467
2,212
2,208
4
31,966
31,931
35
379,467
2,734
2,495
239
40,896
23,334
3,330
14,232
239
12,797
56,666
436,133
LIABILITIES AND
SHAREHOLDERS' EQUITY
Shareholders’ Equity
Share capital
Reserves for premium on issued shares
Legal reserve
Other reserves
Retained profit
Profit/(loss) for the year
Group shareholders’ equity
Minority Interest:
Capital and reserves
Profit/(loss) for the year
Total shareholders’ equity
Long-Term Liabilities
Bank loans
Provisions
Provisions for staff leaves
Total Long-Term Liabilities
Current Liabilities
Bank loans
Derivatives
Suppliers
Corporate tax
Accruals
Other debts
Total Current Liabilities
Total Liabilities
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY
57
at 31.12.2009
at 31.12.2008
70,418
-
14,084
16,445
93,406
3,750
198,103
70
-14
198,159
167,291
1,522
837
169,650
36,826
929
17,946
1,193
6,680
4,750
68,324
237,974
436,133
70,418
-
14,084
16,445
94,841
(19,803)
175,985
56
(5)
176,036
241,283
4,779
810
246,872
29,830
957
23,229
1,075
6,395
4,530
66,016
312,888
488,924
59
Net revenue
Voyage costs
Time Charter revenues
Charter hire
Running costs
Fleet margin
Profit on vessel sales
Administrative expenses
Other income/(costs)
Depreciation
Impairment of assets
Operating profit
Financial items
Profit/(loss) from associated companies
Profit/(loss) before tax
Tax on profit
Net profit/(loss)
Minority interest
Group's net profit/(loss)
Group’s net profit/(loss)
per share (Euro)
Premuda GroupConsolidated Income Statement(thousands of Euro)
year 2009
year 2008
150,609
(9,492)
141,117
(44,478)
(37,902)
58,737
-
(18,702)
182
(24,138)
-
16,079
(11,752)
(20)
4,307
(571)
3,736
(14)
3,750
0.027
101,909
(6,325)
95,584
(25,110)
(24,363)
46,111
8,363
(15,183)
(5,005)
(24,240)
(22,310)
(12,264)
(6,756)
(258)
(19,278)
(530)
(19,808)
(5)
(19,803)
(0.140)
year 2009
2008year
Group’s net result
Effects of changes in foreign exchange rates
Hedge accounting effect
Comprehensive result
(19,803)
(3,095)
3,654
(19,244)
3,750
(219)
(4,220)
(689)
st(*): as requested by the amended version of IAS 1 applicable starting 1 January 2009
Statement of Comprehensive Income *(thousands of Euro)
year 2008
15,385
3,750(569)
10,522(2,014)
57124,138
908(5)
-(102)
37,199
(18,184)1,488
(1,472)(293)
18,738
(47,963)(2,155)
7157
2,014(47,940)
43,526(24,905)
(6,082)(9,653)(8,451)(4,647)
(10,212)
(39,414)
(24,029)
year 2009
(24,029)
(19,803)768
7,007(1,453)
53046,550
3,257(8,363)
258 (27)
28,724
2,099(922)
3,956 - 33,857
(124,308)(13,629)46,183
- 1,453 (90,301)
112,682(38,690)
2,564(7,573)(2,817)
497 66,663
10,219
(13,810)
60
A) NET CASH POSITION AT YEAR START
B) CASH FLOW FROM OPERATING ACTIVITIES Profit for the year Unrealized exchange differences Interest charges Interest income Tax on profit Depreciation Net change in other provisions (Profit)/loss on assets disposal (Profit)/impairment of associated companies Net change in Staff’s leave provision Subtotal: Cash flow from operating activities before working capital changes
Change in receivables Change in inventories Change in suppliers and other current liabilities Tax on profit (cash) Total cash flow from operating activities
C) CASH-FLOW FROM INVESTING ACTIVITIES Investments in assets: - tangible - financial Sale of financial fixed assets Other changes Interest income cashed Total cash-flow from investing activities
D) CASH-FLOW FROM FINANCING ACTIVITIES New loans Repayments of bank loan Net change in financial fixed assets Interest charges (cash) Dividends Other changes Total cash-flow from financing activities
E) CASH-FLOW OF THE PERIOD (B + C + D)
F) NET CASH POSITION AT THE END OF THE PERIOD (A + E)
Premuda GroupCash Flow Statement (thousands of Euro)
61
Statements of Changes in the Consolidated Shareholders’ Equity(thousands of Euro)
14,084
--
-
-
-
-
-
14,084
---
-
-
-
-
-
14,084
-
73,373
30,114
(195)
(3,095)
-
94,841
-(8,451)3,004
(219)
(4,220)
-
93,406
-(2,817)8,707
(4,957)
(57)
3,654
33,118
-
-
-
-
--
(3,004)
(30,114)
-
-
-
3,750
3,750
-(8,707)
4,957
(19,803)
(19,803)
207,438
-
3,750
-
(8,451)-
-
(219)
(195)
(4,220)
198,103
-(2,817)
-
(3,095)
(57)
3,654
(19,803)
175,985
70
---
-
-
56
---
-
-
-
-
(5)
51
-
-
(14)
207,508
-(8,451)
-
-
(219)
(195)
3,736
-(2,817)
-
-
(3,095)
(57)
(4,220)
198,159
3,654
(19,808)
176,036
---
-
-
-
-
16,445
---
-
-
-
-
-
16,445
16,445
-
70,418
---
-
-
-
-
-
70,418
---
-
-
-
-
-
70,418
--
-
-
-
-
-
-
---
-
-
-
-
-
-
-
-
Balance as at 31.12.2007
Allocation of the 2007 result
for the Parent Company
- legal reserve
- dividends
- retained profit
Allocation of the 2007 result
for subsidiaries
Exchange differences
Others
Hedge accounting effect
Consolidated result for the year 2008
Balance as at 31.12.2008
Allocation of the 2008 result
for the Parent Company
- legal reserve
- dividends
- retained profit
Allocation of the 2008 result
for subsidiaries
Exchange differences
Others
Hedge accounting effect
Consolidated result for the year 2009
Balance as at 31.12.2009
LegalReserve
Group Interest
Subtotal
MinorityInterest
Total
ShareCapital
Share PremiumAccount
Profit for the Year
RetainedProfit
OtherReserves
63
Notes to Consolidated Financial Statements
65
Statement of compliance with IFRS and accounting principles
Consolidation Area
These Consolidated Financial Statements of the Premuda Group have been issued in compliance with the International Financial Reporting Standards (IFRS) of the International Accounting Standards Board (IASB). They are reported in '000 Euro and compared with the previous year's financial results. The Year-end Consolidated Financial Statements include Balance Sheet, Income Statement, Cash Flow Statement, Statement of Changes in Shareholders' Equity and Notes.
These Consolidated Financial Statements have been issued in compliance with the accounting principles currently ruling, consistent with those applied in the past.
The Consolidated Financial Statements are expressed in Euro, functional currency consistent with the Group's financial structure.
These Consolidated Financial Statements are based on the “historical cost” principle, duly modified in order to recognize certain financial instruments, and on a going concern basis. The Group assumes, despite the present heavy financial and economic environment, and also considering the risks later on described, that there aren't significant uncertainties (as defined in IAS 1) on the Group's ability to continue as a going concern. All information required by the amended version of IAS 1 (change in net equity produced by transactions other than those with shareholders) are reported under the Income Statement.
The Consolidated Companies operate in the shipping industry for liquid and dry bulk transportation, employing owned and chartered vessels, with the exception of the holding company Premuda International S.A.H. and of Premuda (Monaco) S.A.M. (responsible for the operational and business management of the foreign flagged vessels), Australian FPSO Management PTY LTD (in charge of the technical and operational management of the FPSO Four Rainbow) and Premuda (Atlantic) Inc. (which is now dormant and in the past was responsible for the Group fleet employment related to the US market).
Subsidiary companies are those, directly or indirectly, controlled by the Parent Company or where the latter issues financial and operating policies so as to benefit from its activity (actual control).
Statement of compliance
ConsolidationArea
66
st The companies consolidated on a line-by-line basis as at 31 December 2009 are:
Premuda S.p.A.Parent Company Registered office: TriesteShare capital: Euro 70,418,225
Companies directly controlled:
Premuda International S.A.H.Registered office: LuxembourgShare capital: Euro 52,000,000Ownership: 99,90%
Companies indirectly controlled (through Premuda International S.A.H.):
Premuda (Monaco) S.A.M.Registered office: Monte CarloShare capital: Euro 305,000Ownership: 90%
Brig Shipping Lda.Registered office: MadeiraShare capital: Euro 50,005,000Ownership: 100%
Cordier Navegaçao Lda.Registered office: MadeiraShare capital: Euro 5,000Ownership: 100% (through Brig Shipping Lda.)
Four Vanguard-Serviços e Navegaçao Lda.Registered office: MadeiraShare capital: Euro 27,243,505Ownership: 100%
Moon Shipping-Serviços e Navegaçao Lda.Registered office: MadeiraShare capital: Euro 16,597,027Ownership: 100%
Premuda (Atlantic) Inc.Registered office: DelawareShare capital: US$ 1,000Ownership: 100%Dormant
67
JEP Navegaçao Lda.Registered office: MadeiraShare capital: Euro 20,000Ownership: 100%
Australian FPSO Management Pty Ltd.Registered office: AustraliaShare capital: Australian Dollar 100Ownership: 100%
Four Handy Ltd.Registered office: United KingdomShare capital: US$ 10,000,000Ownership: 100%
Investments in associates:
Premuda Chartering Navegaçao Lda.Registered office: MadeiraShare capital: Euro 5,000Ownership: 50%
Four Jolly S.p.A.Registered office: GenoaShare capital: Euro 10,000,000Ownership: 50%
We point out that the acquisition - in 2008 - of the entire share capital of Cordier (owner of the shipbuilding contracts of two new 34,000 dwt handy bulk carriers, and not operating yet) produced the allocation on the two newbuildings (sole assets of the company) of the difference (€/000 5,375 equal to $/000 7,480 per vessel) between the purchase price and the net equity of the company.
Please refer to the tables attached for further information on the Group's structure. We point out, as differences over 2008, the acquisition (upon set-up of the company) of 50% of Four Jolly S.p.A. and the merging of the sleeping companies Premuda Bulk Navegaçao Lda., Panamax Navegaçao Lda. and Suezmax Navegaçao Lda. into Jep Navegaçao Lda.
68
Consolidation principles
Accounts presentation
The main consolidation principles - basically unchanged - include the following:
- The book value of the controlled companies has been written off for the relevant Shareholders' Equity against the entry of assets and liabilities on a line-by-line basis, and showing in the retained earnings the difference arising therefrom. Minority interests have been booked separately. Investments in associates have been recognized as explained in the following paragraph on valuation criteria.
- Credit and debit entries as well as costs and revenues among consolidated Companies were written off. In particular, profits and losses generated by transactions among Group Companies not yet realized towards third parties were also written off.
- The Euro conversion of financial statements expressed in foreign currency was carried out at the “current exchange rate”. For both Balance Sheet and Profit & Loss Account items the end-of-period exchange rate has been used, since their valuation adopting the average exchange rate for the period had not caused significant changes.Exchange rate differences arising from the conversion of original shareholders' equities at the current exchange rates, compared to those used in the previous financial statements, were directly entered in the consolidated Shareholders' Equity under the item “reserves from translation difference”.We point out that - starting from year 2009 - the United States Dollar is considered to be the functional currency for the controlled companies Brig Shipping Lda. and Cordier Navegaçao Lda. and, as a consequence, the relevant “reporting packages” included in the consolidated balance sheet have been prepared based on such a currency. The effect on the consolidated accounts of previous year were not significant and, as a consequence, no adjustment for comparison purposes was necessary. Also the reporting package of the newly formed associated company Four Jolly S.p.A. is prepared based on the same functional currency.
For further information, we refer you to the reconciliation account between Shareholders' Equity and net profit for the year of the Parent Company and those of the consolidated financial statements attached hereto.
Profit and Loss is exposed by function, that is considered more reliable and representative than the exposure based on the nature of expenses.As far as the Balance Sheet is concerned, the Group opted for a distinction between current/non current assets and liabilities.
Consolidationprinciples
Accountspresentation
Valuation criteria
The valuation criteria used for the Consolidated Financial Statements are as follows:
- Te Fleet is booked at the purchase cost; extraordinary charges, increasing the productivity of the vessels, are capitalised on same. As to vessels directly ordered to shipbuilding yards, their cost value consists of the contract price, agreed extra costs, costs for directly purchased start-up equipments, cost of personnel employed during fitting out, and interest charges on advance instalments paid to the Shipbuilding Yards before delivery of the vessel.
Fleet depreciation is based on the cost of each unit less estimated scrap value, divided by the years of residual life, based (in the past) on the assumption of a trading life of twenty-five years for tankers and of twenty years for bulk carriers. For the new bulk carriers (the Four Aida already delivered and the others under construction) having considered the statistics on the age of scrapped vessels, we decided to assume an useful life of twenty-five years. The effects of such a change (surely not relevant in 2009 and in the short term) will progressively increase in connection with the deliveries of the new vessels.
The cost component of vessels undergoing repairs during routine drydock is amortised over the time until the subsequent drydock (usually 30 months).
- Real estate are stated at purchase cost and amortized on a straight-line basis over 33 years.
- Fixtures, furniture, machinery, office equipment and motor vehicles are stated at purchase cost. Amortization is calculated on a straight-line basis according to the estimated useful life shown below:
Assets carrying an artistic, but non-significant, value are stated at purchase cost.
- Associated companies are those subject to a great influence by the Group (but not controlled). Investments in associates (even if jointly controlled) are initially entered in at cost and, subsequently, at Net Equity. The value is increased/decreased to reflect all changes after acquisition. Other investments are stated at cost, reduced in case of losses and where no profits are expected in the near future in amounts that would make it possible to cover such losses; the original value is reinstated in subsequent years only if the reasons for the adjustment to the value of such investments cease to exist.
- 8 years- 5 years- 4 years
fixtures and furnishings machinery and office equipmentmotor vehicles
69
Valuationcriteria
70
- Long-term investments include receivables entered at their recoverable value.
- Tax advances are recorded as assets to the extent that they are reasonably expected to be recovered.
- Fixed assets are subject to periodical valuation so as to find out indicators showing a loss of value. If such indicators exist, the recoverable value is determined, equalling the higher between the selling price and the value in use. The latter is determined by discounting the expected cash flows at an interest rate reflecting market evaluations of cost of money and the specific risk of shipping activity. Where the recoverable value was below the entry value, the arising impairment was booked in the Profit & Loss Account. The book value is immediately restored (with effect on Profit & Loss) should the reason for impairment cease to exist.
- Bare-boat and time-charter contracts are usually regarded as operating leases. If their contractual terms define them as financial leases, pursuant to IAS 17, vessels are entered as lease assets. Charter rates referred to operating leases are charged to Profit & Loss throughout the duration of the contract.
- Accruals and prepayments are determined on an accrual basis.
- Owned shares are recorded in the impaired Shareholders' Equity.
- Inventories are valued using the FIFO method (first in, first out) taking market value into account.Costs for voyages not yet completed at the closing date are booked as “voyages in progress”, net of the whole loss (if negative) and including the pro-rata profit (if positive). Each voyage begins (conventionally) once cargo offloading operations under the preceding voyage is completed; includes the ballast leg to the next loading port and is deemed to be completed at the end of the subsequent cargo offloading.
- Receivables are booked at their recoverable value. - The provision for staff severance indemnity (TFR) is regarded as a liability
arising from defined benefit plan for employees and is booked taking into consideration (amongst other factors) the estimated working life and the wages earned by the employees during a certain working period. The TFR liability is determined by an independent consultant, using actuarial techniques and applying the “Projected Unit Credit Method”. Actuarial gains and losses are charged to Profit and Loss.According to changes in the relevant Italian rules, TFR accrued from 1.1.2007 is considered a Defined Contribution Plan and entered like any other social contribution. Due to this change, the actual evaluation from 1.1.2007 excludes any expected future salary increase. The difference arising is considered a “curtailment” according to paragraph 109 of IAS 19 and charged to Profit and Loss in 2007.
- Other provisions are allocated to cover losses and debts, probably existing, but whose amounts and/or date of occurrence were not ascertainable at the balance sheet date.
- Payables are booked at their par value.
- Income from services is booked once the services are rendered. Income from services in progress is calculated according to the progress report. Income from time-charter is calculated on the accrual basis of the charter period. Income from asset disposal is booked once risks and benefits linked to the asset are transferred to the buyer.
- Maintenance costs comprise all of the expenses incurred during the year for the on-going maintenance of the relevant fleet class. Costs relating to periodical maintenance of vessels are capitalised and depreciated during the period until the next drydock.
- Other costs are determined on an accrual basis.
- Dividends are entered when they become payable.
- Taxes are entered in compliance with the tax laws in force in the country where the Group operates (in Italy and U.K. under the so-called “tonnage tax”); tax effects on time differences arising between taxable income and profit and loss results are booked under the entries “deferred taxes” and “prepaid taxes”, as per IAS 12 provisions. Tax effects related to items directly entered in net equity (without affecting Profit & Loss) are directly entered in net equity too.
- Exchange rate differences arising from collection of credits and payment of debts denominated in foreign currency are charged to Profit & Loss. Receivables and Payables originally shown in a foreign currency are converted to Euro at the end-of-period exchange rates. Exchange rate differences arising out of the above conversion are charged to Profit & Loss, whereby net profits resulting from such differences, when positive, are not available for distribution. Exchange differences on monetary items qualified as hedging instruments of future cash flow are directly recognised in net equity, provided the hedge proves to be effective. The Group qualified certain long term loans as a natural hedge of the exchange risk on cash flow in US$ coming from long term charter contracts of certain vessels.
- Loans are valued at cost, net of acquisition costs, which are charged to Profit & Loss using the amortised cost method.
- Group assets and liabilities are exposed to financial risk related to exchange rate and interest rate fluctuations. The Group's policy tries to minimize such risks by way of hedging with financial instruments, usually resulting from forward purchase/sale of foreign currencies and swap transactions from floating to fixed loan rates. Derivatives are originally entered at cost, and afterwards adjusted to the “fair value”. Changes in the “fair value” of hedging
71
72
derivatives that prove to be effective pursuant to IAS 39 are directly booked to the Shareholders' Equity. Their potential ineffective portion, as well as changes in the fair value of other derivatives is charged to Profit & Loss.
- Risks connected with future fluctuations of the “fair value” of commitments related to chartering-in third-party vessels may be covered by “Forward Freight Agreement” (FFA). For such coverage, if effective, the “fair value hedge” is applied, booking in the Balance Sheet the “fair value” valuation of both the hedging instrument and the hedged item, charging to Profit & Loss the relevant effects.
- Financial items comprise: interest charged on financial debts (booked applying the “effective interest” method), interest income, exchange differences, profit and losses on derivatives (if not registered as hedging instruments).
- The cash-flow statement is produced applying the indirect method. Cash and cash-equivalent reported in the Statement of Cash-flow comprise the relevant values at the reference date.
- The issuance of the Financial Statements and their related Notes in accordance with the International Accounting Standards requires Management to provide estimates and assumptions which may have a certain impact on certain balance sheet items (tangible and intangible assets, provisions for risks, impairments, useful life of assets, employees' benefit, income tax, insurance claims, derivatives instruments etc). As a consequence, actual results may differ from initial estimates. Valuations are reviewed on a periodical basis and their direct effects are immediately charged to Profit & Loss. On this basis it's worth notice that, due to the contingent financial and economic crisis, our assumptions on future development are characterized by a significant uncertainty and we can't exclude future results which may differ from estimates and which may require to rectify some balance sheet items, particularly the fleet value and the recoverable amount of commercial credits and insurance recoveries.
- All asset entered in the Balance Sheet have never been revaluated.
- The “stock options” plans are recognized pursuant to IFRS2 provisions. The current plan involves exclusively a cash compensation (and not the physical transfer of shares) and it is therefore accounted in the Balance Sheet as a liability based on the fair value of the relevant shares, and in the Income Statement as personnel cost within the administrative expenses.
- Amounts shown in these Notes are in '000 Euro.
Risk management
Credit risk:The Group is exposed to the credit risk affecting the shipping industry: an activity towards a limited number of clients, usually major companies or shipping operators. This risk is, however, significantly reduced by our standard payment rules (in advance for time charter hire and within completion of discharge for spot voyages) and by the large availability of information on clients' credit standing.Receivables are monitored at all times and, when necessary, impaired, based on historical experience and on newly available information on clients' standing.At the account-closing date (excluding the credit towards ENI Australia, described below), about 3.80% of receivables had been due for over one year. Of these, the majority consisted of demurrage and other charges, usually requiring a longer period for agreement and settlement.We evidence that the balance sheet data include insurance claims yet to be liquidated, amounting to a total of €/Mln 8.60 at the end of 2009. Such amounts are mainly related to past casualties affecting the Four Rainbow (ex Four Vanguard) which were recorded in the balance sheet 2008 as the result of management assessments, based on costs sustained and claims submitted to insurers. In 2009 the estimates referred to one claim were reduced by €/Mln 0.60 (to reflect a subsequent agreement with the insurers) and - as a consequence of unexpected problems argued by the insurers to accept/settle a second claim - a provision of €/Mln 2.50 was accrued, equivalent to about 50% of the recovery, as previously assessed. The provision considers all the uncertainties in estimating the result of a legal proceeding that the company could be forced to activate in order to protect our rights and obtain the due refund. The result of such an action (under evaluation by recently appointed legal advisors) could differ from company estimates.We also evidence that the amounts due by Clients comprise about €/Mln 11.00 towards ENI Australia connected with the long production stoppages occurred in the first half of 2008. We had regularly invoiced such hires because we considered this to be caused by the charterers and the analysis effected by independent experts (appointed by us) duly supported our position. Long negotiations for an amicable solution were - up to now - useless and we are almost forced to ask for an arbitration in order to solve the matter. To cover the direct and indirect costs that could arise from such a legal action, as well as the loss from a possible partial recovery of our credit, we've made a provision of €/Mln 1.10 (about 10% of the disputed amount), charged to profit and loss in 2009.Please refer to the Notes for a more detailed analysis.
Liquidity risk:Cash-flow, financial requirements and liquidity are strictly monitored and assessed in order to efficiently manage the Group's financial resources, under the control and coordination of the Mother Company. Short and long-term cash requirements are regularly assessed in order to ensure timely and adequate acquisition of financial resources, as well as proper employment of cash excess. Please refer to the Notes for any information regarding the repayment schedule of long-term loans.
73
Riskmanagement
74
Exchange risk: Certain assets and liabilities are exposed to risks arising from exchange rate fluctuations (mainly related to the Euro/dollar rate). It is a Group's policy to partially cover this risk by derivative hedging instruments as well as by natural hedging. Additional protection is offered by controlled companies whose accounts are (at least for consolidation purposes) denominated in dollar. Please refer to the Notes for information on all derivative transactions entered by the Group. At the end of 2009 the main US$-denominated assets and liabilities are summarized as follows:
US$-denominated loans converted into Euro by cross currency swap are not included in the above data. Please refer to the Notes for in-depth analysis of the more significant -denominated balance sheet items.According to the sensitivity index, had 2009 average and year-end Euro/ exchange rates been the same as in 2008, Net Result and Net Equity would have been reduced by Euro/Mln 1.10 and Euro/Mln 3.90 respectively, all other factors unchanged.
The majority of long term bank loans are based on floating interest, therefore, the Group is exposed to interest rate fluctuation risk. It is a Group policy to reduce such a risk through financial derivatives, fixing the interest rates for certain periods. Please refer to the Notes for information on the financial derivatives transactions entered by the Group.According to the sensitivity index, had average 2009 interest rate be 100bp higher/lower, both Net Profit and Net Equity would have changed by Euro/Mln 2.60, all other factors unchanged and after taking into account all derivative transactions.
The Group operates in a very volatile freight market. Risks related to market rates fluctuations may be reduced by long-term time-charters or by derivative contracts (Forward Freight Agreements, FFA's). Please refer to the Notes for all information on the derivatives transactions entered by the Group.According to the sensitivity index, a 10% variation of 2009 average freight rates would have affected both Net Profit and Net Equity by Euro/Mln 0.90, all other factors unchanged. This variation refers only to the time/vessel portion still uncovered at the beginning of the year (thus, subject to market volatility).As far as the year 2010 is concerned, the freight rates volatility risk affects 4.5 year/vessel only, considering that all other vessels (owned and chartered-in) are already covered by contracts.
US$US$
Interest rate risk:
Freight rates volatility risk:
AssetsCash and cash equivalentCommercial creditFinancial creditOther creditTotal
LiabilitiesBank debtsSuppliersFinancial debtsOther debtsTotal
US$/000
16,8938,907
-9,437
35,237
157,1796,146
721,886
165,283
75
Please also note our fleet charter cover over the next three years (as a share of trading vessels, both owned and chartered-in - vessels under J/V considered at 50% only): year 2011: 26%; year 2012: 17%; year 2013: 12%.
Risks related to the present crisisAll above refers to normal market conditions.The present contingent situation of deep economic and financial crisis enhances the risk (very difficult to evaluate in advance) of default and/or not performance of contractual obligations by counterparts like shipowners, charterers etc. The above is confirmed by the default/non performance situations reported in the last 18 months for big and experienced players, usually considered as fully reliable.At the moment all banks have significantly reduced - also for shipping - the provision of financial support, with particular reference to new investments in progress. If this situation is not rectified, in the next future it could be very difficult to organize the traditional long term mortgage loans to cover the investments.Regarding our Group's position, we notice that all vessels delivered in 2009 (also to related companies) were regularly financed by Italian banks through traditional long term mortgage loans, and also the coverage of the units to be delivered in 2010 have already been duly organized. The deep fall in freight rates - today particularly deep for tankers - produced a reduction in the vessels' value, mainly affecting the aged and unemployed units.This happened for five of our vessels which book values were duly impaired in 2009, as later on detailed.
- IAS 1 - Revised - Presentation of Financial Statements.- IFRS 8 - Operative Segments to replace IAS 14 - Segment Reporting.- IAS 23 - Revised - Borrowing Costs.- amendment to IFRS 2 - Share-based Payments: Vesting Conditions
and Cancellations.- improvement to IAS 16 - Property, Plant and Equipment.- improvement to IAS 19 - Employee Benefits.- improvement to IAS 20 - Accounting for Government Grants and Disclosure
of Government Assistance.- improvement to IAS 28 - Investments in Associates.- improvement to IAS 38 - Intangible Assets.- amendment to IAS 32 - Financial Instruments: Presentation and
IAS 1 - Presentation of Financial Statements - Financial Instruments.- improvement to IAS 29 - Financial Reporting in Hyperinflationary Economies.- improvement to IAS 36 - Impairment of Assets.- improvement to IAS 39 - Financial Instruments: Recognition and Measurement.- improvement to IAS 40 - Investment Property.- IFRIC 13 - Customer Loyalty Programmes.- IFRIC 15 - Agreements for the Construction of Real Estate.- IFRIC 16 - Hedges of a Net Investment in a Foreign Operation.- IFRIC 9 - Reassessment of Embedded Derivatives; and IAS 39 - Financial
Instruments: Recognition and Measurement.
:
New accounting principles and interpretations
:
The following accounting principles, amendments ad interpretations (also revised after the annual improvement process effected by IASB in 2008) have been applied (without any significant impact for our Group) starting
st 1 January 2009
76
Here below you can find, in chronologic order of issuance, the accounting principles, amendments and interpretations not yet compulsory and not adopted in advance by our Group:
th- on 10 January 2008 the IASB issued a revised version of IFRS 3 - Business Combinations, and amended IAS 27 - Consolidated and Separate Financial
stStatements, applicable after 1 January 2010;nd- on 22 May 2008 the IASB issued certain improvements to:
IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations, struling 1 January 2010 prospectively;
IAS 16 - Property, Plant and Equipment, ruling 1st January 2010;st- on 31 July 2008 the IASB issued an amendment to IAS 39 - Financial
stInstruments: Recognition and Measurement, applicable after 1 January 2010;th- on 5 March 2009 the IASB issued an amendment to IAS 39 - Financial
stInstruments: Recognition and Measurement, applicable after 1 January 2010;th- on 16 April 2009 the IASB issued certain improvements (not yet approved by the
relevant U.E. authority) to the following principles:stIFRS 2 - Share-based payments, ruling 1 January 2010 and applicable
in advance;IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations,
struling 1 January 2010 prospectively;stIFRS 8 - Operative Segments, ruling 1 January 2010;
stIAS 1 - Presentation of Financial Statements, ruling 1 January 2010 and applicable in advance;
stIAS 7 - Statement of Cash Flow, ruling 1 January 2010;stIAS 17 - Leases, ruling 1 January 2010;
stIAS 36 - Impairment of Assets; ruling 1 January 2010 prospectively;stIAS 38 - Intangible Assets, ruling 1 January 2010 prospectively; to be applied in
advance in case IFRS 3 revised is applied in advance;stIAS 39 - Financial Instruments: Recognition and Measurement, ruling 1 January
2010 prospectively; anticipated implementation allowed.- in June 2009 the IASB issued an amendment to IFRS 2 - Share-based payments:
stgroup cash-settled share-based payment transactions; ruling 1 January 2010 and not yet approved by the relevant U.E. authority;
th- on 8 October 2009 the IASB issued an amendment to IAS 32 - Financial Instruments: Disclosure and Presentation: Classification of Rights Issues;
struling 1 January 2010 retrospectively and not yet approved by the relevant U.E. authority;
th- on 4 November 2009 the IASB issued a revised version of IAS 24 - Related Party stDisclosures; ruling 1 January 2011 and not yet approved by the relevant
U.E. authority;th- on 12 November 2009 the IASB issued the principle IFRS 9 - Financial
stInstruments; ruling 1 January 2013 and not yet approved by the relevant U.E. authority;
th- on 26 November 2009 the IFRIC issued the interpretation IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments applicable for
staccounting periods starting 1 July 2010 and not yet approved by the relevant U.E. authority.
Management believes that the effects that could arise from the adoption of the above principles and interpretations won't be significant.
77
We finally recall that during the period 2006-2009 following interpretations (not relevant for our Group) were issued:
st- IFRIC 9 - Reassessment of Embedded Derivatives, ruling 1 January 2010 prospectively;
st- IFRIC 12 - Service Concession Arrangements, ruling 1 January 2010;- IFRIC 14 - Prepayments of a Minimum Funding Requirement,
struling 1 January 2011 and not yet approved by the relevant U.E. authority;st- IFRIC 17 - Distributions of Non-cash Assets to Owners, ruling 1 January
2010 prospectively;st- IFRIC 18 - Transfers of Assets from Customers, ruling 1 January 2010
prospectively.
ASSETS
Fixed Assets Tangible fixed assets
VesselsThis item records the book value of owned vessels deducting the relevant accumulated depreciation, as detailed in the following page. The cost compo-nent regarding routine dry docking is stated separately, amortized during the intervening period, until next off hire. This item is also recorded for vessels (other than our own vessels) chartered-in under bare boat; it is not recorded, however, for our own units chartered-out on bare boat, considering that under this type of contract drydocking is charterer's responsibility. The increases reported refer to the purchase of m/vv. Four Smile and Four Schooner and the completing of conversion works on Four Springs, which started last year. Regarding this last item we notice that about €/Mln1.6 of cost sustained during the conversion phase (manning, bunker, lubricants, consumables etc.) were directly capitalized on the vessel.The decreases relate to the sales of m/vv. Four Etoiles, Four Coal and Four Schooner, yearly depreciation and impairment of five vessels
As far as this last item is concerned, due to the declining market condition, the fleet was submitted to impairment test in order to assess the recoverable value and the following adjustments were recorded (€/000):
Balance sheet
.
m/v. Framura m/v. Four Island m/v. Four Bay m/v. Four Moonm/v. Four Earth Total
3,8926,7625,9993,8621,795
22,310
Balance sheet
Ant
arct
ica
Atla
ntic
a
Four
Four
Vang
uard
Four
Scho
oner
Ove
rall
tota
l
240,
580
(80,
237)
160,
343
6,16
5
(1,6
00)
4,56
5
164,
908
59,9
79 450
(20,
516)
(22,
922) -
(1,2
23)
1,22
3
(10,
737)
(2,8
29) - -
277,
637
(90,
974)
186,
663
(20,
516)
5,39
2
(3,2
06)
2,18
6
168,
333
Fram
ura
42,2
37
(25,
377)
16,8
60
1,87
3
1,87
3
18,7
33
- - -
(1,5
69)
(775
) - -
42,2
37
(26,
946)
15,2
91
1,09
8
12,4
96
- -
(3,8
93) - -
(3,8
93)
1,87
3
(775
)
Fou
rIs
lan
d
34,9
68
(13,
328)
21,6
40
1,22
3
(978
)
245
21,8
85
- -
(6,7
62) - -
(1,2
23)
1,22
3
(1,6
00)
(245
) - -
34,9
68
(14,
928)
20,0
40
(6,7
62) - - -
13,2
78
Fou
r B
ay
45,1
47
(24,
692)
20,4
55
1,63
3 -
1,63
3
22,0
88
- -
(5,9
99) - - - -
(1,5
92)
(1.0
31) - -
45,1
47
(26,
284)
18,8
63
(5,9
99)
1,63
3
(1,0
31)
602
13,4
66
Fou
r S
mile
- - - - - - -
37,0
57 450 - - - - -
(1,1
96)
(204
) - -
37,0
57
(1,1
96)
35,8
61
-
450
(204
)
246
36,1
07
Fou
r E
art
h
12,2
14
(3,2
96)
8,91
8
2,73
0
(296
)
2,43
4
11,3
52
- -
(1,7
95) - - - -
(1,3
74)
(856
)
(303
)(8
3)
11,9
11
(4,6
70)
7,24
1
(1,7
95)
2,64
7
(1,1
52)
1,49
5
6,94
1
Fo
ur
Eto
iles
14,1
54
(12,
548)
1,60
6
1,73
6
(1,2
12)
524
2,13
0 - - -
(1,6
06) -
(1,7
36)
1,73
6 -(5
24) - -
12.5
48
(12.
548) - - - - - -
46,4
76
(4,2
19)
42,2
57
- - -
42,2
57
- - - - - - -
(1,6
28) - - -
46,4
76
(5,8
47)
40,6
29
- - - -
40,6
29
46,5
74
(3,4
82)
43,0
92
- - -
43,0
92
- - - - - - -
(1,6
34) - - -
46,5
74
(5,1
16)
41,4
58
- - - -
41,4
58
Fou
r A
ida - - - - - - -
23.5
59- - - - - -
(228
) - - -
23.5
59
(228
)
23.3
31
- - - -
23,3
31
60,5
01
(26,
642)
33,8
59
6,46
9
(2,4
25)
4,04
4
37,9
03
42,9
91-
(1,7
95)
(19,
609)
5,74
7(2
,465
)2,
465
(3,6
10)
(1,8
65)
(303
)(8
3)
83,5
80
(24,
505)
59,0
75
(1,7
95)
3,92
1
(1,8
25)
2,09
6
59,3
76
113,
728
(60,
662)
53,0
66
5,06
3
(417
)
4,64
6
57,7
12
- - - - - - -
(4,3
84)
(396
) - -
113,
728
(65,
046)
48,6
82
-
5,06
3
(813
)
4,25
0
52,9
32
Fou
r M
oo
n
25,1
78
(9,1
39)
16,0
39
1,43
6
(622
)
814
16,8
53
- -
(3,8
62) - - - -
(1,5
18)
(574
) - -
25,1
78
(10,
657)
14,5
21
(3,8
62)
1,43
6
(1,1
96)
240
10,8
99
Fou
r - - - - - - -
22,9
22- -
(22,
922) - - - - - - - - - - - - - - -
Fou
r C
oal
18,0
03
(5,3
77)
12,6
26 729
(364
)
365
12,9
91
- - -
(18,
003)
5,74
7(7
29)
729
(370
)(3
65) - - - - - - - - - -
Fou
r S
pri
ng
s
16,1
30
(5,4
21)
10,7
09
1,27
4
(553
)
721
11,4
30
19,4
32- - - - - -
(1,6
38)
(120
) - -
35,5
62
(7,0
59)
28,5
03
-
1,27
4
(673
)
601
29,1
04
414,
809
(167
,541
)
247,
268
17,6
97
(4,4
42)
13,2
55
260,
523
102,
970
450
(22,
311)
(42,
531)
5,74
7(3
,688
)3,
688
(18,
731)
(5,0
90)
(303
)(8
3)
474,
945
(180
,525
)
294,
420
(22,
311)
14,3
76
(5,8
44)
8,53
2
280,
641
Vess
el c
ost
Accu
mu
late
d d
ep
recia
tion
Bala
nce a
t 3
1.1
2.0
8
Dry
do
ck
co
mp
on
en
t
Accu
mu
late
d d
ep
recia
tion
Bala
nce a
t 3
1.1
2.0
8
Net
31
.12
.20
08
Incre
ase
s:
-
Vess
el
-
Dry
do
ck
co
mp
on
en
t
Imp
air
men
t
Vess
el s
ale
/en
d o
f
dep
recia
tion
:
-
vess
el c
ost
-
accu
mu
late
d d
ep
recia
tion
-
dry
do
ck
co
mp
on
en
t -
accu
mu
late
d d
ep
recia
tion
Dep
recia
tion
:
-
vess
el
-
dry
do
ck
co
mp
on
en
t
Exc
han
ge d
iffere
nces:
-
vess
el
-
dry
do
ck
co
mp
on
en
t
Vess
el c
ost
Accu
mu
late
d d
ep
recia
tion
Bala
nce a
t 3
1.1
2.2
00
9
Imp
air
men
t at
31
.12
.20
09
Dry
do
ck
co
mp
on
en
t
Accu
mu
late
d d
ep
recia
tion
Bala
nce a
t 3
1.1
2.0
9
Net
31
.12
.20
09
Vess
els
Tank
ers
sub
tota
lB
ulke
rssu
bto
tal
Such impairments affected the oldest vessels, and particularly those operating in the tanker segment, deeply declining in 2009.
No impairment was deemed necessary for other vessels (newbuildings on order included).
Management has considered each single vessel to be the “Cash Generating Unit” (CGU) to submit (according to IAS 36) to impairment test. In case of sister vessels (vessels which could reasonably be swapped in their commercial commitments) all calculation are effected for the entire group and the results are then attributed to the single units.
We point out that if we had considered the entire fleet as a single CGU, no impairment would be necessary, the above amounts being covered by the surplus of other vessels on their book value.
The above adjustments aligned the book value of the relevant vessels to their “recoverable value”, being the higher between the “market value” ant the “value in use”, determined by discounting the future cash flows.
Vessels' market value has been hardly depressed by several factors, all related to the global economic crisis, as:
a) reduction in seaborne trade;b) low freight rates;c) cash shortage for shipowners, forced to sell vessels accepting reduced
prices;d) expectations and commercial attitude of potential buyers (cash rich),
focused to maximize the benefit of their strong position.
In such a scenario, the “recoverable value” of vessels is today equal to their “value in use” and this has been determined for each single unit, through a common mathematic model, applying the following criteria:a) the model considers the entire residual useful life of each vessel (min 3.5 years of m/v. Four Earth; max 25 years of m/v. Four Aida);b) income are based on actual contractual commitments. For uncovered positions, management estimates (basically referred to a 5-year period, and maintained unchanged onwards) are applied. Such estimates, which are coherent with company plans, were produced through a prudent evaluation of: i) vessels' age, ii) current market rates (both for spot and time/charter employments) iii) last ten years average rates (spot and time/charter). It's worth notice that the heavy fluctuations that characterize shipping activity make any estimate very uncertain, particularly in a short term scenario. A third party fairness opinion on management estimates has been obtained. c) scrap value at the end of useful life is considered, based on year-end prices;d) vessel running costs are based on historical and budget values; averages
off-hires and dry-dock planning duly considered;e) average inflation of 1.8% (next 5 years average - OECD estimate)
considered;f) discount factor 6.8% - flows in Dollars converted into Euro at 1.4406
(year-end exchange rate).
79
80
The value in use of the fleet as above determined is related to a period exceeding 5 years for percentages ranging from a minimum of 0% for the Four Earth to a maximum of 69% for the Four Aida (mainly depending on vessel's residual life).
The impairment as booked is subject to the following sensitivity:
1) Effect of +0,50% in the discount factor (from 6.8% to 7.3%):
In such a case, an impairment of about €/000 160 on the Four Springs would also be required.
2) Effect of - 500 US$/day on estimated income for uncovered periods:
3) Effect of + 5 basis point (from 1.4406 to 1.4906) in the €/$ exchange rate:
In such a case, an impairment of about €/000 527 on the Four Springs would also be required.
4) Effect of - 50 US$/ton in scrap price:
m/v. Framura m/v. Four Island m/v. Four Bay m/v. Four Moonm/v. Four Earth Total
+ 278+ 347+ 416+ 278
+ 69+ 1,388
m/v. Framura m/v. Four Island m/v. Four Bay m/v. Four Moonm/v. Four Earth Total
+ 694+ 833+ 902+ 694+ 208
+ 3,331
m/v. Framura m/v. Four Island m/v. Four Bay m/v. Four Moonm/v. Four Earth Total
+ 419+ 489+ 452+ 365
- 60+ 1,665
m/v. Framura m/v. Four Island m/v. Four Bay m/v. Four Moonm/v. Four Earth Total
+ 347+ 347+ 347+ 347+ 347
+ 1,735
81
The above amounts are to be considered as additional impairments. Change of parameters of equal amount and opposite direction should produce an equivalent reduction in the booked impairment.
We point out that the Committee for Internal Control, while checking the right application of Accounting Principles, expressed its agreement to the impairment procedure applied.
Management will continue strictly monitoring in the future the fleet recoverable value.
This item records advance installments paid to shipyards and other charges sustained for the new vessels under construction, as detailed below.The increases on HR-PR 02 and HR-PR 04 mainly come from the transfer to these units of the advances previously paid for the cancelled HR-PR 05 and HR-PR 06. Such a cancellation produced a loss of about €/Mln 1.2 related to all other costs capitalized in the past on the cancelled vessels, charged to profit and loss in 2009.Other increases for newbuildings relate to the finalization of H4002 (now Four Aida), one instalment for H4007 and for H4008 and the exchange differences on the book values of all vessels, now denominated in dollar.Other changes relate to the completion of conversion works of Four Springs (which started its activity as bulk carrier early July) and the massive repair and class renewal works on the FPSO Four Rainbow (ex Four Vanguard) which restarted production in the first quarter 2010.
Vessels under construction
Breakdown ( /000):€ as at
31.12.08
13,33111,168
5,4905,4907,3614,9304,9304,8574,8574,8575,0085,008
5,221-
82,508
increases
4,7834,886
119 83
16,1982,0292,017
---
9191
14,211 30,190 74,698
decreases
--
(5,609) (5,573)
(23,559)--
(271)(271)(271)
--
(19,432) - (54,986)
as at
31.12.09
18,11416,054
---
6,9596,9474,5864,5864,5865,0995,099
- 30,190102,220
- handy bulk nr. HR-PR02- handy bulk nr. HR-PR04- handy bulk nr. HR-PR05- handy bulk nr. HR-PR06- handy bulk SPP H 4002- handy bulk SPP H 4007- handy bulk SPP H 4008- handy bulk SPP H 4013- handy bulk SPP H 4014- handy bulk SPP H 4017- handy bulk SPP H 4039- handy bulk SPP H 4047- Four Springs conversion- Four Rainbow repairs- Total
82
Real estateThis item records the cost, less accumulated depreciation, of owned
ththbuildings, i.e. the 12 floor and an apartment on the 11 floor of the building where our Genoa premises are based, as well as archive areas and car parkings. Depreciation is calculated on the basis of a trading life of 33 years.
Participations
Associated companiesThese are represented by our stake in Four Jolly S.p.A. and Premuda Chartering Navegaçao Lda., both jointly controlled with other shareholders. Four Jolly S.p.A. was formed in 2009 and its accounts are issued in accordance with national accounting principles. The participation is recognized in this consolidated annual report based on a “reporting package” specifically produced for IAS purposes, having the Dollar as functional currency. Summarized Balance Sheet and Profit and Loss of the two companies are enclosed.
The
.
Other fixed assets ( :
office is encumbered by a mortgage registered as security for a medium-term credit line amounting to €/Mln 7.50, of which €/Mln 7.00 were
st drawn as at 31 December 2009
Detailed as follows /000)€
- - -
Residual value as at 31.12.08DepreciationResidual value as at 31.12.09
(€ )/000
792(54)738
fixtures andfurnishings ( *)
1,540(746)794
21(98)(11)(17)
-689
1,533(844)689
office equipment
1,445(1,003)
442
18(144)
-(7)-
309
1,456(1,147)
309
motorvehicles
460
(229)231
64(110)
(2)-2
185
522(337)185
total
3,445
(1,978)1.467
565(366)
(13)(24)
21,631
3,973(2,342)1,631
CostAccumulated depreciationBalance as at 31.12.08
IncreasesDepreciation for the year 2009DecreasesOther changesRelevant depreciationBalance as at 31.12.09
Summary:CostAccumulated depreciationBalance as at 31.12.09
(*): Improvements on leased office, depreciated over the contract (12 years), are included(**): vessel's cranes depreciated over their estimated useful life (20 years)
otherassets (**)
---
462(14)
---
448
462(14)448
83
Others companiesThese consist in minor stakes, with marginal amounts and unchanged year-on-year.
Other financial assetsThey consist of the interest-bearing loans (€/000 9,250) to the associated company Premuda Chartering Navegaçao Lda. and other marginal amounts pledged as guarantee c/o Telecom Italia, Enel, etc. This item also includes a nominal Euro 20/Mln investment in financial products issued by Commerzbank (with guaranteed principal refund after 5 years) kept as security for a Credit Line of Euro 30 million granted by Commerzbank itself for the same period, fully described later on.
CURRENT ASSETS
Inventories
Spares, stores and consumablesThis item refers to fuel, lubricants and paints on board the vessels and spare
stparts available on 31 December 2009 in the amount of €/000 2,970, all accounted for under the FIFO method and taking into account market value (€/000 2,495 as at 31.12.08).
Voyages in progressThis item accounts for ongoing voyages at the end of the period, in the amount of €/000 686 (€/000 239 as of 31.12.08).
Trade receivables
ClientsThis item accounts for the net year-end balances of definitely realizable trade receivables, concerning freight, demurrages and others. This amount also includes approximately €/000 19,073 due by Eni Australia, of which about €/000 11,005 (partly AU$-denominated) concerns hire due for past period of suspended production by the FPSO Four Rainbow (ex Four Vanguard), which we have billed on the assumption (substantiated by independent technical expertise instructed by us) that such suspended production was attributable to the Charterer's fault. Negotiations for an amicable settlement of this dispute were useless and we are going to opening a formal litigation aimed at recovering the unpaid amounts. Currently available evidence shows that the Group can lawfully defend its position and, therefore, a partial loss appears today just as a possibility and the “quantum” of which cannot be determined. Anyhow, in 2009 a provision of €/Mln 1.1 (about 10% of disputed amounts) was booked.
84
Accrued income and prepaymentsAccrued income refers, prorata to the financial year, to income not yet booked as at 31.12.09 (mainly interest and other income). Prepayments refer pro-rata to costs already incurred during the financial year, but related to the following year (mainly insurance, rent fees, membership fees and other charges not connected with shipping activities).
Other receivablesThis item refers to year-end balances for short-term credits: amounts due by insurance companies for damage indemnities, advances to agents, loans to personnel, miscellaneous advances, etc. Credits with insurance underwriters on account of claim indemnities are usually booked on the basis of reasonable expectations of claims settlements, taking into account previous claims, counterparty solvency as known to us, brokers' judgement etc, net of applicable deductibles. As a consequence, the sums that will be actually settled might differ from such estimates. As far as two 2008 claims are concerned (accounted for €/000 8,707 as a whole), we point out that in the first part of 2010 one settlement was agreed for a lower amount of €/000 600 and unexpected problems were argued by the insurers to accept/settle the second. Company believes to be fully entitled to obtain the claimed amount, if necessary through a legal proceeding. Due to the above, a total provision of €/Mln 3.1 was accrued in 2009, corresponding to the reduced settlement already agreed plus 50% of the possibly disputed amount.
Current financial assetsIn 2008 they represented the positive “fair value” evaluation of the financial derivatives implemented to protect the Group from risks generated by fluctuations of exchange and interest rates, as summarized in the table attached. The fair value evaluation for 2009 is negative and represented as liability.
Cash and cash equivalentsThis item represents the year-end balances relating to cash at hand and liquidity with banks. A more detailed analysis of the variation occurred during the year can be found in the Cash Flow Statement.
85
LIABILITIES AND SHAREHOLDERS' EQUITY
Shareholders’ EquityGroup's objectives for equity management are:a) to generate value for shareholders; b) to protect the Group's continuity and c) to support the Group's development. The Group intends to maintain adequate leverage, allowing a satisfactory return to shareholders as well as easy access to bank finance. Debt/equity ratio and its pattern are constantly monitored, taking into account the available cash flow.
Share capitalShare Capital, fully subscribed and paid-up as at 31.12.09, is unchanged and consists of 140,761,507 common shares and 74,943 savings shares, all of a par value of 0.50 Euro, and for a total value of €/000 70,418.
Legal reserveIt amounts to €/000 14,084 (unchanged year-on-year) and presently accounts for one fifth of the Share Capital.
Other reservesThey cumulatively amount to €/000 16,445, also unchanged year-on-year.
Retained profitAmounting to €/000 94,841, with an increase of €/000 1,435 over 2008, they include the overall effect on Net Equity produced by applying the international accounting principles.
Profit /(Loss) for the yearThis item represents the Group's loss for the financial year, equal to €/000 19,803, as opposed to a 2008 profit of €/000 3,750. We point out that the 2009 loss include non monetary items (impairments and provisions) for more than €/Mln 27.00.
Minority interestsThis is the interest of third-party minority shareholders and amounts to €/000 51.
A more detailed analysis of the changes of the consolidated Shareholders' Equity can be found in the relevant statement.
86
Long Term Liabilities
Bank loansAmounts due to banks are detailed as follows (in '000 Euro):
It must be noted that values expiring “within one year” are entered in the financial statements under “Current liabilities” as “Short-term bank debts”.
Please also note that debts accounted for under the amortized cost method cause a lower value of €/000 501 in the amounts effectively due to banks as per amortization plans.
medium/long-term:
BNL m/v. FramuraZero Coupon Bond
Efibanca: m/vv. Four Island and Four Bay
Unicredit Corporate Banking
Banca Popolare di Milano (pool)
Commerzbank:m/v. Four Moonm/v. Four Springs
Banca Popolare di Novaram/v. Four Smile
MPS Capital services
Banca IMI - Commerzbank:FPSO Four Rainbow
Fortis Bank:m/v. Four Antarcticam/v. Four Atlantica
Unicredit Corporate Banking:hull nr. HR-02 e HR-04m/v. Four Aida
Banca Carige
Commerzbank
medium/long-term Subtotal
Over-draft and other
Total
1,514468
4,843
-
-
1,3911,667
1,055
-
5,000
1,8411,842
-649
-
-
20,270
9,560
29,830
1,135-
10,896
17,746
11,000
3,1303,333
15,825
6,964
20,000
7,3667,366
5,2002,853
23,399
30,000
166,213
-
166,213
--
-
-
-
--
17,338
-
12,500
13,34914,269
-11,613
6,000
-
75,069
-
75,069
2,650468
15,739
17,746
11,000
4,5215,000
34,218
6,964
37,500
22,55623,477
5,20015,115
29,399
30,000
261,553
9,560
271,113
Expiring
More than one up to five years
More than five years Total
Withinone year
87
Details:
Banca Nazionale del LavoroA loan drawn in 2001 and secured by a mortgage on m/v. Framura, for an original amount of US$ 15 Mln and currently Euro-denominated, to be repaid in 40 equal principal instalments, of which the first was repaid on 31.12.01 and the last will be due on 30.09.11. Interest charges are based on the relevant EURIBOR plus margin. The average rate applied for the year 2009 was 2.58%; for next instalment due on 31.03.10 the rate will be 1.61%.
Banca Nazionale del LavoroA 10-year loan in the amount of 12,017,952 Euros, drawn on 06.09.00 and refundable with a single payment on termination date (06.09.10).The loan is secured by a pledge on 10-year Zero Coupon Bond issued by BNL with a corresponding nominal value, and is entered in the Financial Statements net of the present value of the bonds as at year-end. Interest charges are calculated on the 6-month EURIBOR plus margin and are payable twice a year.The average rate applied for the year 2009 was 2.91%; for next instalment due in March 2010 the rate will be 1.78%.
EFIBANCA (in pool with Banca Carige, Centrobanca and Mediocredito Lombardo)A loan granted in 2000 in the original amount of US$ 48 Mln and currently Euro-denominated, secured by a mortgage registered on the two units Four Island and Four Bay.The loan interest is calculated on EURIBOR for the period plus margin (2009 average rate was 2.66%; 1.70% for the instalment due in January 2010) and is repayable in forty-eight quarterly instalments with increasing principal, of which the first was repaid on 15.01.01 and the last will be due on 15.10.12.
Unicredit Corporate Banking S.p.A.A loan of a maximum amount of Euro/Mln 30, signed on 14.11.08 to be repaid for Euro/Mln 7.50 within 30.06.12 and the residual within 30.06.13.The loan was drawn for an amount of Euro/Mln 10 on 01.12.08, whereas the remaining Euro/Mln 20 falls under a revolving credit line until termination, in use for Euro/Mln 8 at the end of 2009. Interest is calculated on 3-month EURIBOR.On the fixed amount, the average rate applied in 2009 was 2.84%, for the instalment due in March 2010 the rate will be 1.97%.On the revolving credit line, the rate applied in 2009 was between 1.59% and 2.10%.The loan requires our complying with certain financial covenants (with respect to ratio between the shareholders' equity and residual debt, to ratio between net financial debt and EBITDA and to ratio between net equity and total indebtedness) all of which are currently easily satisfied. The value of the latter ratio and the value of EBITDA can also have an impact on the applied margin. The control of the company by the present shareholders is to be maintained too.
88
CommerzbankA loan granted on 13.01.03, secured by a mortgage on m/v. Four Moon for an original amount of US$15 Mln, to be repaid in forty deferred quarterly instalments with constant principal amount quotas, of which the first instalment was repaid on 14.04.03 and the last will be due on 14.01.13. The loan has been converted into Euro through a special cross currency swap transaction and, therefore, generates interests calculated on the EURIBOR for the period. Starting from October 2008 the floating interest rate has been converted into a fixed one until termination (3.14% spread included). Taking into account the above hedging transaction, the average rate applied in 2009 as well as the rate for the instalment due in January 2010 is 3.14%.
Commerzbank (jointly with Banca Mediocredito)A loan granted on 01.12.03, secured by a mortgage on m/v. Four Springs for an original amount of US$ 18 Mln, to be repaid in thirty-six deferred quarterly instalments with constant principal amount quotas, of which the first instalment was repaid on 01.03.04 and the last will be due on 01.12.12. The loan has been converted into Euro through a special cross currency swap transaction and, therefore, generates an interest calculated on the EURIBOR for the period. Taking into account the above hedging transaction, the average rate applied in 2009 was 4.38%; for the instalment due in March 2010, the rate will be 2.08%.
MPS Capital ServicesA credit line for Euro/Mln 7.50 (or US$-equivalent) signed on 27.11.07, available until 27.11.14, to be drawn in one or more tranches, secured by mortgage on the company's office premises. Interest charges are based on the relevant EURIBOR. A commitment fee is due on the available and unused portion. The amount drawn and outstanding at the end of 2009 was Euro/Mln 7.00, the average interest applied was 2.62%.
Banca Popolare di Novara (pool with Banco Popolare S.C.)a credit line for US$ 60 Mln, signed on 30 June 2008, to be reduced till the
thexpiring date (last repayment 30 June 2018). The line was drawn in May 2009 for the reduced amount of US$ 49.50 Mln to finance the acquisition of m/v. Four Smile. Interests are charged based on the relevant LIBOR. The average rate applied in 2009 was 1.54%; for interest to be paid in March 2010 the rate will be 1.29%. The loan is considered as an Hedge for the expected cash flow (in dollars) generated by the vessels Four Smile and (partially) Four Springs. As a consequence, the exchange difference on the counter-value of the loan at the year-end exchange rate are directly booked in Net Equity. At the end of 2009 this difference amounts to €/Mln 2,322.
Banca Popolare di Milano (pooled with eight other banks)A credit line for Euro/Mln 20 signed on 29.09.09, available until 28.03.11, to be drawn in one or more tranches. Interest charges are based on the relevant EURIBOR. The credit line substitutes a similar facility of Euro/Mln 26 lead by Banca Nazionale del Lavoro, and is unsecured. At the end of 2009 the amounts drawn totalled Euro/Mln 11.The average interest rate for 2009 was 1.46% (2.45% for the BNL credit line).
th
89
Fortis Bank (jointly with NIBC)Two 10-year loans amounting to US$ 42 Mln each, respectively drawn on 25.05.06 and 09.11.06 concurrently with the deliveries of two new Ice-Class aframax tankers, repayable in monthly instalments plus a US$ 16 Mln “balloon” due together with the last instalments in May/November 2016. The two loans, secured by mortgage arrangements on the vessels Four Antarctica and Four Atlantica and by the assignment of the two respective bare-boat contracts, generate interests calculated on LIBOR for the period. The interest rate have been covered through specific Interest Rate Swap transactions from January 2008 till January 2011 for the loan related to Four Atlantica and from May 2009 till May 2011 for the loan related to Four Antarctica. The above considered, the average interest rate for year 2009 were 4.64% and 2.72% respectively, whilst the rates for next instalments due in January 2010 will be 4.03% and 2.51%.These loans require our complying with certain financial covenants (with respect to a minimum shareholders' equity, ratio between the shareholders' equity and residual debt, and a minimum amount of available liquidity), all of which are currently satisfied. Should such covenants not be fully complied with, the applicable margin will increase and the loan-to-value ratio will be restricted.We point out that these US$-denominated loans are a partial hedge of the exchange rate risk related to the inflow generated in the same currency by the bare boat contracts for the two vessels (“hedge accounting”). As a consequence, the changes in their counter-value at the end of the year due to Euro/US$ exchange rate fluctuations are directly booked as Shareholder's Equity. This amount for the year 2009 is - €/000 1,252; the cumulative amount as of the end of 2009 is equal to €/000 6,180.
Banca IMI (ex Intesa San Paolo) - CommerzbankA 10-year loan amounting to Euro/Mln 50, drawn on 02.05.07, repayable in 40 quarterly equal instalments, the first of which was duly reimbursed on 02.08.07 and the last will be due on 02.05.17. The loan, secured by mortgage arrangements on the FPSO Four Rainbow (ex Four Vanguard) and by the assignment of the employment contract, generates interests calculated on the EURIBOR for the period (2.38% the average 2009, 1.42% for the next instalment due in February 2010), with applicable margin depending on the loan to value ratio (that, in any case, is to be lower than 0.8).This loan requires our complying with certain financial covenants (with respect to a minimum shareholders' equity, a minimum amount of available liquidity, a minimum EBITDA to financial charge ratio, a maximum debt to material assets ratio, all of them on consolidated basis). Should such covenants not be fully complied with, the applicable margin will increase and the loan-to-value ratio will be restricted to 0.65.
CommerzbankA credit line of Euro/Mln 30 signed on 31.07.07, available until 31.07.12, secured by pledge on financial products issued by Commerzbank itself, amounting to Euro/Mln 20, to be drawn in one or more tranches. Interest charges are based on the relevant EURIBOR. A commitment fee is due on the available and unused portion. The average rate applied in 2009 was 1.99%; for the amounts outstanding at the end of 2009 the average rate is 1.50%.
90
Banca CarigeA credit line for the amount of Euro/Mln 30 signed at the end of 2008 (to substitute a similar line of an original amount of US$ 28 Mln) to be reduced
st st by Euro/mld 6 per year starting 31 December 2011 (expiring 31 December 2015). The credit line may also be drawn in Dollars and interest charges are based on the relevant LIBOR/EURIBOR (average rate 2009: 2.22% and 2.39% respectively). The line is secured by a guarantee of Premuda S.p.A. and a pledge on 1,800,000 shares of Premuda International S.A.H. A commitment fee is due on the available and unused portion. This loan requires our complying with certain financial covenants (with respect to the ratio between operating result and financial charges, ratio between net debt and net equity and a minimum shareholders' equity, all of them on consolidated basis). Should such covenants not be fully complied with, the applicable margin will increase; if all covenants are not met, the bank may require an anticipated repayment.
UnicreditFour loans of max US$ 22 Mln each (or Eur-equivalent) to finance four new handy bulk carriers. Due to the cancellation of two Vietnamese contracts (to whom the loans were originally dedicated) two loans were transferred to Four Handy Ltd. to cover two Korean vessels. The first loan was drawn in October concurrently with the delivery of m/v. Four Aida whilst for the second vessel (to be named Four Nabucco) some instalment will be drawn during the construction pahese and the residual on delivery, scheduled at the end of June 2010.The loans related to the two residual Vietnamese vessels have already been partially drawn, for a total amount of US$/Mln 7.5 at the end of 2009. Each loan is to be repaid in 60 quarterly instalments from the delivery of the relevant vessel. The loans are secured by a Premuda S.p.A. guarantee and by mortgage on the relevant vessel (assignment of refund guarantee during the pre-delivery phase). Interest charges are based on the relevant LIBOR/EURIBOR (average rate 2009: 2.21% - 1.40% for instalment due March 2010). A commitment fee is due on the available and unused portion.
Banca Popolare di SondrioA credit line for Euro/Mln 5 available until March 2010, to be drawn in Euro and/or US$, in one or more tranches. Interest charges are based on the relevant EURIBOR/LIBOR. The credit line is unsecured. At the end of 2009 the line was entirely drawn, with an applicable interest rate of 1.68% (2.65% the average rate 2009).
Amounts drawn under the last credit line are represented in the above table as “Over-draft and other”.
91
st We point out that at 31 December 2009 the following loans were cancelled:
Unicredit Banca d'Impresa (in pool with Banca Generali and Banca Popolare di Vicenza)A 5-year loan of a maximum amount of Euro/Mln 40, agreed on 05.11.04 and to be repaid within 31.12.09. The loan was drawn for an amount of Euro/Mln 30 on 26.11.04 (concurrent with the repayment of a previous bond loan of equal amount), reduced to Euro/Mln 10 at the end of 2008 end entirely repaid at the end of 2009. Interests were calculated on 3-month EURIBOR. The average rate applied in 2009 was 2.92%.
CommerzbankA loan granted on 11.07.03 for an original amount of US$15 Mln, to be repaid in forty deferred quarterly instalments with constant principal amount quotas. The loan, secured by a mortgage on the m/v. Four Coal, was converted into Euro through a special cross currency swap transaction and, starting from January 2009, the floating interest rate has been fixed at 3.38% until termination. The loan (and the related derivatives transactions) were reimbursed upon the sale of the vessel.
It should be noted that there is an ongoing interest rate risk related to the above mentioned transactions, covered by financial derivative transactions for a total amount of Euro/Mln 75.80, as per the attached table.
Provisions for risks and charges
The item registered, equivalent to €/000 4,779 on 31.12.09, as opposed to a corresponding value of €/000 1,522 on 31.12.08, represents the overall allocations for litigations, third party claims and other liabilities. Particularly, this item includes all provision accrued by Four Vanguard Serviços e Navegaçao Lda. to cover the cost that may arise from the incoming litigation with ENI, the possible loss on insurance recoveries and a potential fiscal litigation regarding the tax depreciation of the FPSO. The fiscal audit
stcovering periods up to 31 December 2007 has not been concluded yet. Anyway, our fiscal advisor has confirmed the validity of our scheme. The potential liability is, at the moment, not ascertainable and the risk of being condemned is considered low.
Provisions for staff severance indemnity
This item refers to sums accrued for employees severance indemnities, determined on an actual basis, as previously stated under the Valuation Criteria.
92
Current Liabilities
Short-term bank debtsThis item refers to overdraft facilities, short-term credit lines and the short-term quota of medium/long-term loans, as stated in the description of the bank loan detail table previously shown.
DerivativesThis item refers to the “fair value” evaluation of the financial derivatives implemented to protect the Group from risks generated by fluctuations of exchange and interest rates, as summarized in the table attached which also reports all information requested by the recently amended version of IFRS 7.
SuppliersThis item indicates current sums due to various suppliers. The amount is higher than in past years mainly because of a significant part of the works performed on the FPSO Four Rainbow still to be settled in accordance with the agreed payment terms. The above considered, the amount of this exposure reflects the business volume. Balances for the end of the period are stated.
Tax liabilitiesThis item amounts to €/000 1,044 (€/000 1,193 as at 31.12.08) and refers to liabilities towards Tax Authorities at the end of the year related to corporate tax on income, personal income tax on employees' wages and salaries (IRPEF), withholding tax for professionals, all due within the following period.
Accrued liabilities and deferred incomeAccrued liabilities relate to costs accrued in 2009, the majority of which is represented by interest charges on loans, by the fourteenth-month pay for personnel and its related social charges, and by insurance coverage costs. Deferred incomes nearly totally consist of charter hires which have been invoiced in advance.
Other payablesCumulatively these amount to €/000 4,530 (€/000 4,750 as at end 2008) and mainly consist in miscellaneous payables due to charterers, wages due to workforce, social security, others debts.
Commitments and risksst As at 31 December 2009, the Group's purchase commitments totalled
€/000 139,978, relating to the outstanding instalments due to the Vinashin Vietnamese shipyard and the SPP Korean shipyard for the nine handy bulk carriers ordered. We also point out the purchase commitments of the associated company Premuda Chartering Navegaçao Lda. for €/000 122,074 (our share €/000 61,037) relating to the outstanding instalments due to the Samsung Korean shipbuilding yard for three new
93
aframax product tanker units. The first vessel was regularly delivered in March 2010 (and immediately transferred to Four Jolly S.p.A.), whilst for the two residual vessels (whose commitments amount to €/000 94,058 of which our share is €/000 47,029) negotiation are in progress aimed to obtain a postponed delivery.All vessel with expected delivery 2010 have already been financed; negotiations are in progress with several banks in order to cover through long term loans a portion of the shipbuilding cost of vessels to be delivered in the following years.The Group holds purchase options for the three chartered-in new bulk carriers Four Shinano, Four Mogami and Four Kitakami, starting from the end of the fifth contractual year (from the end of third contractual year for Four Kitakami). Option prices, de-escalating throughout the charter periods, are JYN-denominated.The Group granted purchase options on the vessels Framura and Four Islands to the present charterers. Such options may be exercised in June 2011 at the price of US$ 30 Mln and US$ 35 Mln respectively.The Group granted to the charterers of the vessels Four Atlantica and Four Antarctica options to extend from 8.5 to 10 the respective bare-boat contracts; if such extension is exercised, purchase options at the end of year 10 at the price of US$ 36 Mln per vessel shall also become effective.Herebelow the minimum commitments (Euro/000) resulting from long-term charters:
Before explaining in detail the Income statement items, it must be noted that comparisons with the corresponding period of the year before are not quite homogeneous due to changes occurred in the Fleet composition and vessels' employment (spot or time charter).
Net revenuesNet revenues account for income received from charters, demurrages and ancillary services of vessels used, net of brokerage fees.
Income statement IncomeStatement
More than1 up to 5 years
75,47845,11936,992
More than5 years
16,8312,141
15,531
Total
167,31958,36364,361
Time charter-out (income)Bare boat-Time charter-in (costs)
out (income)
within 1 year
75,01011,10311,838
Committed amounts
94
They are detailed as follows ( /000):
Voyage costsVoyage costs are charges directly incurred for individual voyages, i.e., amongst others, fuel costs, port disbursements, canal transit tolls, extraordinary insurance (related to contingent risk factor). It must be noted that, under a time charter, these costs are borne by the charterer.
Breakdown ( /000):
Charter hiresThis item refers to hire fees paid by Premuda to third parties on account of vessel charters.
Running costsThis item refers to charges incurred for operating the fleet, such as crew, maintenance, certifications, insurance, lubricants and other costs. It must be noted that, under bare-boat charters, these costs are borne by the charterer.
Breakdown ( /000):
Profit on vessel’s disposalThe amount refers to the profit booked through the disposal of the vessels Four Etoiles (€/000 358), Four Schooner (€/000 2,282) and Four Coal (€/000 6,862) net of cost for cancelling two vietnamese contracts (€/000 1,139).
€
€
€
year 2009
102,847 11,434 82,168
366 424
(1,728)101,909
variat.
(51,002)747
8,411 (1,173)
424 3,051 (48,700)
%
- 33.27.0
11.4
- 76.20.0
- 63.8- 32.3
Gross charters of which bare boat
DemurragesOther incomeFeesNet revenues
of which time charter
year 2008
153,849 10,687 73,757
1,539-
(4,779)150,609
year 2008
7,4032,045
449,492
variat.
(3,123)(186)
142 (3,167)
%
- 42.2- 9.1
322.7 - 33.4
FuelPort costsOthersTotal
year 2009
4,280 1,859 186 6,325
year 2008
16,95511,454
4,7011,2073,585
37,902
variat.
(2,040)(7,761)(1,101)
74 (2,710)(13,538)
%
- 12.0- 67.8- 23.4
6.1- 75.6- 35.7
CrewMaintenanceInsuranceLubricantsOtherTotal
year 2009
14,915 3,693 3,600 1,281
875 24,364
95
Administrative expensesThese are costs incurred by the Group's shore facilities, including administrative personnel remuneration and social security costs, as well as overheads, company officers' remuneration and expenses, other operating charges and other costs not directly attributable to the vessels.
Other income/costsThese are residual amounts of marginal value.
DepreciationDepreciation rates applied and criteria used to determine the depreciation concerning the year can be found under the corresponding Balance Sheet items as well as in the “valuation criteria” section.
Financial itemsThese are detailed as follows ( /000):€
year 2008
6,4981,920
494823
9,735
5,036
3,306625
18,702
variat.
(258)(290)
(137)(145)
(830)
(760)
(715) (1,209) (3,514)
%
4.0- 15.1
- 27.7- 17.6
- 8.5
- 15.1
- 21.6- 193.4 - 18.8
RemunerationSocial security costsEmployee severance indemnityOther chargesSubtotal: Head office personnel
OverheadsSundry company expensesOther charges/(income)Total
year 2009
6,240 1,630
357 678
8,905
4,276
2,591 (584)
15,188
year 2008
1,047 585 382
9 2,023
(316)(10,206)
(310) (763)(11,595)
(2,180) (11,752)
variat.
(1,001)31
409 10 (551)
(94)3,609 (350)
(758) 2,407
3,140
4,996
%
- 95.65.3
107.1 111.1
- 27.2
29.7- 35.4112.9 99.3
- 20.8
- 144.0 - 42.5
Interest income: Banks Securities Affiliates Other income Income subtotal
Interest charges: Short-term to banks Loans Fees and expenses Other charges Charge subtotal Exchange differences Total
year 2009
46 616 791
19 1,472
(410)(6,597)
(660) (1,521) (9,188)
960
(6,756)
96
Financial revenues and charges are both reduced in comparison with previous year due to the rebate in interest rates, partially balanced by an increased exposure and by higher spread applicable on new loans. The exchange differences stay positive also because of the effect of the conversion of receivables and debits (denominated in other currencies) at the end-of-year exchange rate.
Profit/loss from associated companiesThese indicate the impact of the net equity valuation of the affiliate companies Four Jolly S.p.A. and Premuda Chartering Navegaçao Lda.
Tax on profitThis item accounts for taxes relating to the period, detailed as follows (€/000):
Because of the introduction of a new taxation method under the so-called “tonnage tax” regime for the Parent Company, the amount of prepaid/deferred taxes to be entered in the financial statements is very low.
Net resultThis is the consolidated profit (loss) for the period, gross and net of minority interests.
Premuda Group mainly operates with owned or chartered vessels in 3 business sectors:
- Oil and derivative products (tanker sector);- Transport of bulk dry loads (bulk sector);- Oil off-shore (FPSO) sector.
The following table contains the Profit & Loss Statement for the year 2009, divided by business sector.
Segment information
year 2008
571571
variat.
(41)(41)
%
- 7.2- 7.2
CurrentTotal
year 2009
530530
Segmentinformation
97
The subdivision of the Fleet and of the Net Financial Indebtedness by business sector is also reported (€/000)
No geographical subdivision has been detailed, taking into consideration that our vessels operate in global markets and the operation of individual units is not limited to certain areas, with the exception of the FPSO Four Vanguard, which is permanently deployed in Australia under a long-term contract
The Cash-Flow Statement has been drawn up following the indirect method.
The operating activity generated a liquidity of €/Mln 33.90, of which €/Mln 6.10 coming from the decrease in working capital.
The investment activity absorbed cash resources of €/Mln 90.30 due to the progress of new buildings plan, the vessels acquired, all of them net of vessel's disposals.
The financial activity produced cash resources in the amount of €/Mln 66.70, mainly due to the newly-contracted loans, net of the repayment dynamic of all medium/long-term loans and the distribution of dividends.
.
.
Consolidated Cash Flow Statement
bulk
FPSO
undivided
totale
FleetNet financial Indebtedness
tanker
59,376(25,315)
52,932
(37,500)-
(60,783)
280,641(226,759)
168,333(103,161)
bulk
FPSO
individed
total
Net revenuesVoyage costsTime-Charter revenues
Charter hireRunning costsFleet margin
Profit on vessel salesAdministrative expensesDepreciation
Operating result
Financial itemsProfit/(loss) from associated companiesResult before tax
Tax on profitNet result
Minority interestGroup’s net result
Impairment of assets
tanker
32,959(1,074)
31,885
(19,917)(4,345)7,623
6,081
-
(5,609)(1,795)6,300
23,420
(98)23,322
-
(9,346)13,976
-
(4,533)(4,780)
-4,663
424-
-
-
-424
-(15,655)
(285)-
(15,516)
101,909(6,325)
95,584
(25,109)(24,364)46,111
8,363
(20,188)(24,240)(22,310)(12,264)
(6,756)
(258)(19,278)
(530)
(19,808)
(5)(19,803)
45,106(5,153)
39,953
(5,192)(10,673)24,088
2,282
-
(13,566)(20,515)(7,711)
Consolidated Cash Flow Statement
98
Financialposition
Related-Parties Transactions
Financial Position
Related-Parties Transactions
The
.
financial position, already detailed and illustrated in its components, is summarized (in '000 Euros) in the following table; at the end of 2009 the net financial exposure was €/Mln 226.76 (€/Mln 160.12 at the end of 2008) with a cash availability of €/Mln 16.02
The Directors, the General Managers and the Department Managers declare when certain transactions are effected with Premuda S.p.A. or with Group-related companies, even via third parties, or by individuals connected to such companies, in accordance with IAS 24. On th basis of available information no unusual transactions with related parties, as thus defined by Consob, have been effected.Dealings with related parties, in significant amounts, are listed in an appendix, including supplementary sheets as per the Consob resolution no.15519
thof 27 July 2006.
at 31.12.2009
327 15,692 16,019
(9,560)(20,270)
(957) (30,787)
(14,768)
20,042 9,250 29,292
(241,283)(241,283)
(211,991)
(226,759)
at 31.12.2008
180 12,856 13,036
(1,300)(35,526)
(929) (37,755)
(24,719)
20,042 11,846 31,888
(167,291) (167,291)
(135,403)
(160,122)
Financial Position
CashOther liquid assetsTotal liquid assets
Short-term bank debtShort-term portion of long-term debtOther short-term debtTotal short-term debt
Short-term net debt
Long-term financial investmentsLoan granted to associated companiesTotal long-term financial assets
Long-term bank debtLong-term debt
Long-term net debt
Total net borrowing
99
Annex 1:Reconciliation between Net Equity and Net Profit for Premuda S.p.A. and Net Equity and Net Profit on consolidated basis (Euro/000)
st Amounts as at 31 December 2009as per Premuda S.p.A. Balance Sheet
Adjustments for consolidation purposes:
- Equity and Profit of controlled and associated companies exceeding the book value of the related participations
- Effect generated by the cancellation of inter-company transactions (net of tax)
Group's interest
Minority interests
Total consolidated
Net Equity
97,765
81,413
(3,193)
175,985
51
176,036
NetProfit
(20,754)
(1,437)
2,388
(19,803)
(5)
(19,808)
100
Annex 2:Transactions with related parties (Euro/000)
Above amounts derive from the following transactions, all of which concern normal business activity, arranged at ordinary market terms and conditions, i.e. conditions that would apply between unrelated parties:
- insurance cover issued by Assicurazioni Generali S.p.A.;- providing administrative services, granting loans and issuing guarantees to the associated company Premuda Chartering Navegaçao Lda. and Four Jolly S.p.A. The summarized financial statements highlighting transactions with related parties are reported in the following pages.
Four Jolly S.p.A.
Commercial activity with related parties
Assicurazioni Generali S.p.A.(shareholders of the controllingcompany Investimenti Marittimi S.p.A.)
Financial activity with associated parties
Premuda Chartering Navegaçao Lda
Commercial activity with associated parties
Premuda Chartering Navegaçao Lda Four Jolly S.p.A.
1,858
36819
16370
1,998
--
--
-
--
--
521
9,29319
9220
Receivables Liabilities Cost Income
101
Summary Consolidated Balance Sheet stas at 31 December 2009 with separate evidence
of transactions involving related parties (Euro/000)
at 31.12.2009
385,230
280,641
102,220
15,583
29,399
430,212
42,692
16,020
58,712
488,924
-
-
-
15,579
9,250
24,829
695
-
695
25,524
of which withrelated parties
at 31.12.2008
of which withrelated parties
-
-
-
-
-
-
-
-
-
-
-
-
-
70,418
125,370
(19,803)
17,985
51
241,283
5,589
246,872
29,830
36,186
66,016
312,888
488,924
ASSETS
Fixed Assets
Tangible fixed assets
of which: Fleet
of which: Fleet under construction
Participations
Other fixed assets
Total fixed assets
Current Assets
Inventories, credits and other current assets
Cash and cash equivalents
Total current assets
TOTAL ASSETS
LIABILITIES AND
SHAREHOLDERS’ EQUITY
Shareholders’ equity
Share capital
Reserved and retained profit
Profit of the year
Group Shareholders’ equity
Minority interests
Long-term liabilities
Bank loan
Provisions and other long-term liabilities
Total long-term liabilities
Current liabilities
Short-term bank debt
Other current liabilities
Total current liabilities
Total liabilities
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
102
Summary Consolidated Income Statement
stas at 31 December 2009 with separate evidence of transactions involving related parties (Euro/000)
Net revenuesVoyage costsTime-charter revenues
Charter hire and running costsFleet margin
Profit on vessel salesAdministrative expenses and other income/(costs)DepreciationImpairment of assetsOperating result
Financial itemsProfit/(loss) from associated companiesResult before tax
Tax on profitMinority interestGroup's net result
of which withrelated parties
year 2009
233 (375)
(142)
325183
-
(90)-
-93
387 -
480
- - 480
101,909
(6,325)95,584
(49,473)46,111
8,363
(20,188)(24,239) (22,311)(12,264)
(6,756)
(258)(19,278)
(530)
(5) (19,803)
103
Annex 3:Derivative instruments (Euro/000)
1) Interest Rate Swap
2) Interest Rate Swap
3) Interest Rate Swap
4) Cap
5) Cap
Expiring date
Fair
Value
Notionalamount
at 31.12.09
Type
09.02.2011
26.05.2011
14.01.2013
30.09.2012
24.09.2012
(619)
(241)
(36)
(41)
(21)
(958)
23,477
22,709
4,536
10,412
15,000
76,134
All above derivative transactions have been arranged for hedging purposes and booked at their fair value at the end of the year. The changes in their fair value are, however, charged to Profit & Loss when the hedge proves to be inefficient or in case of non-compliance with certain formal requirements, precondition to apply the hedge accounting system according to IAS 39.
The table does not include two cross-currency swap transactions covering as many long-term loans, because these are recognized at their historical exchange rates. In any case, a separate representation of such transactions would not have any effect on either profit & loss or net equity.
All above derivative transactions are classified (according to IFRS 7) of level 2; their fair value are determined following generally accepted rules (discounted cash flow) based on publically available data (LIBOR rate for transactions 1-2-4 and EURIBOR rate for transactions 3-5 and related swap rates) and applying calculation instruments very common in the financial market.
104
Fixed Assets Vessel under construction Other fixed assetsTotal Fixed Assets
Current Assets
Total assets
Shareholders’ Equity
Current Liabilities Shareholders’ loan Other current liabilitiesTotal Current Liabilities
Total Equity and Liabilities
33,7755
33,780
65
33,845
570
33,093182
33,275
33,845
24,1324
24,136
476
24,612
97
24,45659
24,515
24,612
at 31.12.2009 at 31.12.2008
Balance Sheet
Voyage costsProfit on vessel sales
Net result
General expenses and other cost/incomeFinancial items
845(72)
(241)
(59)
473
--
(38)(2)
(40)
year 2009 year 2008
Profit and loss account
Our participation as of 31.12.2009: 50%
Annex 4:Related Companies Financial Data (Euro/000)Premuda Chartering Navegaçao Lda.
105
Annex 4:Related Companies Financial Data (Euro/000)Four Jolly S.p.A.
53,37714,240
69368,310
1,872
70,182
27,775
592,2982,357
70,182
40,050
at 31.12.2009
Balance Sheet
Net revenueVoyage costsTime charter revenuesCharter hire and running costsFleet marginAdministrative expenses and other costsDepreciationOperating profitFinancial itemsProfit before taxTax on profit
Net result
year 2009
Profit and loss account
Our participation as of 31.12.2009: 50%
1,714(39)
1,675(854)821(52)
(963)(194)
(31)(225)
-
(225)
Fixed Assets Vessel Vessel under construction Other fixed assetsTotal Fixed Assets
Current Assets
Total assets
Net Equity
Long Term Liabilities Debts to Shareholders Other current liabilitiesTotal Current Liabilities
Total Equity and Liabilities
Premuda Annual Report 2009design & layout: Aldo Scorzoni photos: pages 4, 6, 8, Premuda’s archiveFor the photo at page 12 thanks to San Juan Navigation LLC