EX-15.3 10 d849729dex153.htm EX-15.3 EX-15.3

Exhibit 15.3

Consolidated Financial Statements

EXMAR LPG BVBA

December 31, 2014


INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of Exmar LPG BVBA

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Exmar LPG BVBA, which comprise the consolidated statements of financial position as at December 31, 2014 and 2013, the consolidated statements of income and comprehensive income, equity and cash flows for the year ended December 31, 2014 and for the period from February 12, 2013 to December 31, 2013, and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Opinion

In our opinion, the consolidated financial statements referred to above present fairly in all material respects, the consolidated financial position of Exmar LPG BVBA as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the year ended December 31, 2014 and the period from February 12, 2013 to December 31, 2013 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG LLP

Chartered Accountants

April 21, 2015

Vancouver, Canada

 

2


EXMAR LPG BVBA

Consolidated Statements of Financial Position

(in thousands of U.S. Dollars)

 

     As of
December 31,
2014
    As of
December 31,
2013
 

Assets

    

Current:

    

Cash and cash equivalents

     55,392        32,448   

Accounts receivable, including non-trade of $10,304 (2013 – $12,537)

     15,155        16,494   

Other current assets (notes 5 and 10(c))

     66,663        9,555   
  

 

 

   

 

 

 

Total current assets

  137,210      58,497   
  

 

 

   

 

 

 

Non-current assets:

Vessels, net of accumulated depreciation (note 4)

  425,834      396,705   
  

 

 

   

 

 

 

Total assets

  563,044      455,202   
  

 

 

   

 

 

 

Liabilities and Equity

Current:

Current portion of long-term debt (note 6)

  36,109      39,600   

Current portion of finance lease obligations (note 6)

  21,547      6,642   

Shareholders’ loans (note 7)

  165,350      164,139   

Accounts payable (note 10(b))

  6,889      6,767   

Other current liabilities (note 8)

  2,140      3,410   
  

 

 

   

 

 

 

Total current liabilities

  232,035      220,558   
  

 

 

   

 

 

 

Long-term liabilities:

Long-term debt (note 6)

  168,813      141,206   

Finance lease obligations (note 6)

  —        40,460   
  

 

 

   

 

 

 

Total liabilities

  400,848      402,224   
  

 

 

   

 

 

 

Equity:

Common stock (note 9)

  132,832      132,832   

Reserve for equity adjustment on acquisition

  (106,349   (106,349

Retained earnings

  135,713      26,495   
  

 

 

   

 

 

 

Total equity

  162,196      52,978   
  

 

 

   

 

 

 

Total liabilities and equity

  563,044      455,202   
  

 

 

   

 

 

 

Commitments (Note 12 and Note 13)

The accompanying notes are an integral part of the consolidated financial statements.

 

3


EXMAR LPG BVBA

Consolidated Statements of Income and Comprehensive Income

(in thousands of U.S. Dollars)

 

     Year Ended
December 31,
2014
    Period from
February 12,
2013 to
December 31,
2013
 

Operations

    

Revenues

     198,843        170,525   

Gain on sales of vessels (note 4)

     65,563        1,824   

Other operating income

     650        31   

Vessel operating expenses (note 10(a))

     (115,121     (106,426

Administrative expenses

     (1,442     (1,682

Depreciation (note 4)

     (28,244     (29,425

Other operating expenses

     (268     (305
  

 

 

   

 

 

 

Income from vessel operations

  119,981      34,542   
  

 

 

   

 

 

 

Finance costs

  (9,777   (8,805

Finance income

  —        29   

Other financial items, net

  (905   (501
  

 

 

   

 

 

 

Net income before taxes

  109,299      25,265   
  

 

 

   

 

 

 

Income taxes (note 3)

  (81   (97
  

 

 

   

 

 

 

Net income and comprehensive income

  109,218      25,168   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

4


EXMAR LPG BVBA

Consolidated Statements of Cash Flows

(in thousands of U.S. Dollars)

 

     Year Ended
December 31,
2014
    Period from
February 12,
2013 to
December 31,
2013
 

Cash provided by (used for)

    

Operating Activities

    

Net income

     109,218        25,168   

Adjustments to reconcile net income to cash provided by operating activities:

    

Depreciation

     28,244        29,425   

Gain on sale of vessels

     (65,563     (1,824

Finance costs

     9,777        8,805   

Finance income

     —          (29

Income taxes

     81        97   

Changes in operating assets and liabilities:

    

Decrease (Increase) in accounts receivable

     1,339        (8,928

Decrease in other current assets

     2,892        3,732   

Increase in accounts payable

     122        129   

Decrease in other current liabilities

     (1,270     (2,218

Taxes paid

     (85     (105

Finance costs paid

     (9,926     (9,654

Finance income received

     —          29   

Dry dock expenditures

     (11,397     (6,199

Other

     78        490   
  

 

 

   

 

 

 

Cash provided by operating activities

  63,510      38,918   
  

 

 

   

 

 

 

Investing Activities

Capital expenditures

  (129,113   (61,091

Proceeds from sale of vessels

  149,986      5,490   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

  20,873      (55,601
  

 

 

   

 

 

 

Financing Activities

Proceeds from long-term debt

  105,000      215,000   

Repayments of long-term debt

  (80,884   (190,560

Repayments of finance lease obligations

  (25,555   (5,115

Proceeds from shareholders’ loans

  —        27,570   

Advance to affiliated company (note 10(c))

  (60,000   —     
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

  (61,439   46,895   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

  22,944      30,212   

Cash and cash equivalents at beginning of period

  32,448      2,236   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

  55,392      32,448   
  

 

 

   

 

 

 

 

5


EXMAR LPG BVBA

Consolidated Statements of Changes in Equity

(in thousands of U.S. Dollars)

 

     Common
Stock
     Reserve for
Equity
Adjustment
on
Acquisition
    Retained
Earnings
     Total
Equity
 

Balance, February 12, 2013

     132,832         (106,349     1,327         27,810   

Net income and comprehensive income

     —           —          25,168         25,168   
  

 

 

    

 

 

   

 

 

    

 

 

 

Balance, December 31, 2013

  132,832      (106,349   26,495      52,978   

Net income and comprehensive income

  —        —        109,218      109,218   
  

 

 

    

 

 

   

 

 

    

 

 

 

Balance, December 31, 2014

  132,832      (106,349   135,713      162,196   
  

 

 

    

 

 

   

 

 

    

 

 

 

 

6


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

(1)

Summary of Significant Accounting Policies

 

  (a)

Basis of preparation

These consolidated financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (or IFRS). These consolidated financial statements include the accounts of Exmar LPG BVBA, which is incorporated under the laws of Belgium and its wholly owned subsidiaries, as described below (collectively, the Company). The Company is owned jointly by Exmar NV and Teekay Luxembourg S.a.r.l. The comparative figures on the consolidated statement of income and comprehensive income are from February 12, 2013 which is the day Teekay Luxembourg S.a.r.l. acquired Exmar’s 50% interest in the Company. The address of the Company’s registered office is at De Gerlachekaai 20, B-2000 Antwerp, Belgium. The following is a list of Exmar LPG BVBA’s subsidiaries:

 

Name of Significant Subsidiaries

  

Jurisdiction of
Incorporation

   Proportion of
Ownership
Interest
 

Exmar Shipping BVBA

   Belgium      100

Exmar Gas Shipping Ltd

   Hong Kong      100

Good Investment Ltd

   Hong Kong      100

All intercompany balances and transactions between Exmar LPG BVBA and its subsidiaries have been eliminated within these consolidated financial statements. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Exmar LPG BVBA was incorporated on July 10, 2012.

The Company evaluated events and transactions occurring after the consolidated statements of financial position date and through the day the financial statements were available to be issued which is April 21, 2015.

 

  (b)

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

 

   

has power over the investee;

 

   

is exposed, or has rights, to variable returns from its involvement with the investee; and

 

   

has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

7


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

  (c)

Reporting Currency

The consolidated financial statements are stated in U.S. Dollars. The functional currency of the Company is the U.S. Dollar because the Company operates in the international shipping market, which typically utilizes the U.S. Dollar as the functional currency. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the U.S. Dollar are translated to reflect the year-end exchange rates.

 

  (d)

Use of Judgements and Estimates

The preparation of the consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

Significant items subject to such estimates and assumptions include the useful lives of vessels; the residual value of the vessels; the classification of new lease commitments and the review of the carrying amount of the fleet for potential impairment.

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is included in the following: the classification of a lease as part of a time charter arrangement and the arm’s length nature of related party transactions.

 

  (e)

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents unless there is a restriction imposed by a third party on the availability of the funds.

 

  (f)

Accounts Receivable

Accounts receivable are recorded at the invoiced amount, do not bear interest and are based on the provisions of the respective time charter. Management reviews the need for an allowance for doubtful accounts on a monthly basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the Company believes that the receivable will not be recovered.

As of December 31, 2014 and December 31, 2013, the collection of no accounts receivable was considered doubtful and, accordingly, there was no provision for doubtful accounts recorded.

 

  (g)

Operating Revenues and Expenses

The principal activities of the Company are the owning and chartering of vessels.

The lease element of time-charters and bareboat charters accounted for as operating leases are recognized by the Company daily over the term of the charter as the applicable vessel operates under the charter. The Company recognizes revenues from the non-lease element of time-charter contracts daily as services are performed. The Company does not recognize revenues during days that the vessel is off-hire.

All revenues from voyage charters are recognized on a percentage of completion method.

Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses. Vessel operating expenses are paid by the Company for vessels on time-charters, and during off hire and are recognized when incurred.

 

8


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

As further discussed in Note 10 — Related Party Transactions, related parties have provided the management services for the vessels and employ the crews that work on the vessels.

 

  (h)

Vessels and vessels under finance lease

All pre-delivery costs incurred during the construction of new-buildings, including interest, supervision and technical costs, are capitalized. Depreciation is calculated on a straight-line basis over each vessel’s estimated useful life, less an estimated residual value. The vessel’s estimated useful lives are estimated at being 30 years.

Vessel capital modifications include the addition of new equipment or can encompass various modifications to the vessel that are aimed at improving or increasing the operational efficiency and functionality of the asset. This type of expenditure is amortized over the estimated useful life of the modification. Expenditures covering recurring routine repairs and maintenance are expensed as incurred.

The Company dry docks its vessels and vessels under finance lease on a regular basis (on average every three to five years). The Company capitalizes certain costs incurred during dry docking and amortizes those costs on a straight-line basis from the completion of a dry docking over the estimated useful life of the dry dock. The Company includes in capitalized dry docking those costs incurred as part of the dry docking to meet regulatory requirements, or expenditures that either add economic life to the vessel, increase the vessel’s earning capacity or improve the vessel’s operating efficiency. The Company expenses costs related to routine repair and maintenance incurred during dry dock that does not improve or extend the useful life of the vessels.

Vessels and equipment that are “held and used” are assessed for impairment when events or circumstances indicate the carrying amount of the asset may not be recoverable. If the asset‘s net carrying value exceeds the net undiscounted cash flows expected to be generated over its remaining useful life, the carrying amount of the asset is reduced to its estimated fair value. The estimated fair value for the Company‘s impaired vessels is determined using discounted cash flows or appraised values.

 

  (i)

Other Current Assets

Other current assets consist of prepaid expenses, accrued revenue and advances to an affiliated company.

 

  (j)

Debt issuance costs

Debt issuance costs, including fees, commissions and legal expenses, relating to bank loan facilities are deferred and amortized using the effective interest rate method over the term of the relevant loan. Amortization of deferred debt issuance is included in finance costs. Debt issuance costs are presented net of long-term debt.

 

  (k)

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Each time charter includes a requirement for the Company to guarantee certain performance criteria of the vessel primarily speed, upload/discharge speed and fuel consumption over the term of the charter. Costs associated with these performance claims are recognized when it is probable that the Company has incurred a liability. Management’s best estimate with regards to the probable payment in respect of performance claims issued by the charter party is recognized as a liability. Receivables under insurance policies are recorded when it is probable that the insurer will pay the amount.

 

9


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

  (l)

Income taxes

The income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case is the related income taxes are recognised in equity.

Any deferred tax will be recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Any deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. No deferred tax asset has been recognized for the current year.

 

  (m)

Leases

Payments made under operating leases are recognized in profit or loss on a straight-line basis over the term of the lease. One of the Company’s leases has a provision whereby the amount of the lease payment fluctuates based on a percentage of the amount earned by a group of the Company’s vessels, including the leased vessel. These lease payments are considered contingent rent and are recorded in profit or loss in the period in which the revenue is earned.

Minimum lease payments under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

 

  (n)

New standards and interpretations not yet adopted

IFRS 9 Financial Instruments published in July 2014 replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements, which align hedge accounting more closely with risk management. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. The Company does not plan to adopt this standard early and the extent of the impact has not yet been determined.

IFRS 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty Programs. IFRS 15 is effective for the annual reports beginning on or after 1 January 2017, with early adoption permitted. The Company is assessing the potential impact on its consolidated financial statements resulting from the application of IFRS 15.

 

(2)

Segment Information

The Company has not presented segment information as it considers it operates in one reportable segment, the floating liquefied petroleum gas carrier market. Furthermore, the Company’s vessels operate under time-charters or voyage charters. The charterer controls the choice of which routes the vessel will serve. Accordingly, the Company’s management does not evaluate the Company’s performance according to geographic region.

 

10


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

(3)

Taxation

Exmar LPG BVBA

Exmar LPG BVBA is subject to Belgian corporate income taxes. Exmar LPG BVBA has estimated tax losses of $5.1 million available for carry forward against future taxable profits. Given management’s assessment that it is not more likely than not that Exmar LPG BVBA will be able to generate sufficient taxable income in the future the deferred tax asset related to net operating losses carried forward as of December 31, 2014 has not been recognized.

Exmar Shipping BVBA

Exmar Shipping BVBA is subject to the Belgian Tonnage Tax Regime. Under this regime, the applicable tax is based on the weight (measured as net tonnage) of the vessels. The tonnage tax related to the vessels amounted to $0.1 million for the year ended December 31, 2014 and for the period from February 12, 2013 to December 31, 2013.

Exmar Gas Shipping Ltd

No provision for Hong Kong Profits Tax has been made in the financial statements as Exmar Gas Shipping Ltd did not earn any income subject to Hong Kong Profit Tax for the year.

Good Investment Ltd

No provision for Hong Kong Profits Tax has been made in the financial statements as Good Investment Ltd did not earn any income subject to Hong Kong Profit Tax for the year.

 

(4)

Vessels

 

     Vessels     Vessels
under
finance
lease
    Dry dock
components
    Vessels
under
Construction
    Total  

Cost at February 12, 2013

     404,376        94,400        28,615        9,664        537,055   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital expenditures

  —        —        6,199      62,578      68,777   

Vessel sales

  (18,037   —        (1,386   —        (19,423

Component disposal

  —        —        (4,480   —        (4,480
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost at December 31, 2013

  386,339      94,400      28,948      72,242      581,929   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Capital expenditures

  —        —        11,397      130,480      141,877   

Vessel acquisitions (note 6(b))

  49,600      (49,600   —        —        —     

Vessel sales

  (140,340   —        (8,742   —        (149,082

Vessel deliveries

  146,174      —        —        (146,174   —     

Component disposal

  —        —        (5,346   —        (5,346
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost at December 31, 2014

  441,773      44,800      26,257      56,548      569,378   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

11


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

Accumulated Depreciation at February 12, 2013

  129,684      34,373      11,978      —        176,035   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Depreciation

  16,405      3,789      9,231      —        29,425   

Vessel sales

  (14,691   —        (1,065   —        (15,756

Component disposal

  —        —        (4,480   —        (4,480
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Accumulated Depreciation at December 31, 2013

  131,398      38,162      15,664      —        185,224   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Depreciation

  17,639      3,007      7,598      —        28,244   

Vessel acquisitions (note 6(b))

  21,891      (21,891   —        —        —     

Vessel sales

  (59,219   —        (5,359   —        (64,578

Component disposal

  —        —        (5,346   —        (5,346
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Accumulated Depreciation at December 31, 2014

  111,709      19,278      12,557      —        143,544   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net Book Value at December 31, 2013

  254,941      56,238      13,284      72,242      396,705   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net Book Value at December 31, 2014

  330,064      25,522      13,700      56,548      425,834   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

During the year ended December 31, 2014, the Company sold four vessels, the Eeklo, Flanders Harmony, Temse and Flanders Tenacity (which was a vessel under finance lease and purchased by the Company in 2014 immediately prior to the sale), resulting in a gain of $65.6 million. During the period from February 12, 2013 to December 31, 2013, the Company sold one vessel, the Donau, resulting in a gain of $1.8 million.

Interest costs capitalized to vessels for the year ended December 31, 2014 and for the period from February 12, 2013 to December 31, 2013 aggregated $1.5 million and $1.4 million, respectively.

 

(5)

Other Current Assets

 

     December 31,
2014
     December 31,
2013
 

Accrued revenues

     2,834         4,825   

Prepaid expenses

     3,829         4,730   

Advances to affiliated company (note 10(c))

     60,000         —     
  

 

 

    

 

 

 
  66,663      9,555   
  

 

 

    

 

 

 

 

(6)

Long-term Debt and Finance Lease Obligations

 

  (a)

Long-term debt

 

     December 31,
2014
     December 31,
2013
 

U.S. Dollar denominated debt due through 2018

     208,600         185,300   

Less debt issuance costs

     (3,678      (4,494
  

 

 

    

 

 

 

Total debt

  204,922      180,806   

Less current portion

  (36,109   (39,600
  

 

 

    

 

 

 
  168,813      141,206   
  

 

 

    

 

 

 

 

12


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

Annual maturities of long-term debt as of December 31, 2014 during the next four years are as follows:

 

     Long-
term
debt
 

2015

     36,109   

2016

     36,109   

2017

     36,109   

2018

     100,273   
  

 

 

 

Total

  208,600   
  

 

 

 

The long-term debt of the Company relate to the 5-year senior secured loan facility (the “LPG Facility”) of up to $355.0 million, consisting of: a revolving credit facility (the “Revolving Credit Facility”) of $215.0 million and a newbuilding facility (the “Newbuilding Facility”) of up to $140.0 million. The LPG Facility bears interest at LIBOR plus a margin of 3.25%, the maturity date of the LPG Facility is March 28, 2018. The weighted-average effective interest rate for the Company’s long-term debt outstanding at December 31, 2014 and December 31, 2013 was 3.45% and 3.45%, respectively.

The commitments under the Revolving Credit Facility are reduced by 20 consecutive quarterly reductions commencing on June 2013, the first 19 in an amount of $9.9 million and the last reduction in an amount of $26.9 million. The Newbuilding Facility is repayable in consecutive quarterly instalments, each in an amount equal to one sixtieth of the amount of that newbuilding advance.

All amounts due under the LPG Facility are secured by shareholder guarantees, a first priority mortgage, a first priority share pledge, the assignment of all earnings, insurances and existing or future time-charter contracts, and a first priority pledge of the earnings account.

The LPG Facility contains covenants that require, among other things, compliance with the following:

 

   

minimum aggregate cash and cash equivalents of the higher of (i) $20.0 million and (ii) 5% of financial indebtedness;

 

   

minimum consolidated working capital of $0;

 

   

minimum ratio of net financial indebtedness to consolidated total capitalization of 0.70;

 

   

minimum ratio of EBITDA to interest expense 2.50 to 1.00;

 

   

minimum security coverage ratio of 125%.

Consolidated working capital excludes shareholders’ loans. Dividends may be declared and paid providing that Exmar LPG BVBA and its subsidiaries are in compliance with the financial and other covenants; there is no event of default; and the minimum liquidity is respected.

 

  (b)

Finance lease obligations

The outstanding finance lease obligations as at December 31, 2014 relate to the lease arrangement for the LPG carrier Brussels and as at December 31, 2013, also included the LPG carrier Flanders Tenacity. At December 31, 2014, the weighted-average interest rate implicit in this remaining lease was 5.75%.

 

13


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

   

Flanders Tenacity

In 2004, Good Investment Ltd entered into a lease arrangement for the LPG carrier Flanders Tenacity. The initial lease period was for 10 years plus 5 years in charterers’ option. Lease rentals were payable on a monthly basis. The lease obligations were secured by a mortgage on the vessel. Exmar Shipping BVBA had the option to purchase the Flanders Tenacity during the initial lease period. If Good Investment Ltd did not extend the charter period for an additional 5 years, the Company (and/or nominee) was obligated to purchase the vessel for a fixed price. In 2014, the Company acquired the vessel from the lessor and was sold to a third party, see Note 4 – Vessels and Dry Dock Components.

 

   

Brussels

The Company entered into a lease arrangement for the LPG carrier Brussels. The lease period commenced January 2009 for a period of six years and three months. Lease rentals are payable on a quarterly basis. Exmar Shipping BVBA has the option to terminate the lease arrangement and to take title to the vessel on any payment date, provided that all amounts due, including the early termination amount, have been paid. At the expiration of the lease period, the Company is required to purchase the vessel at a fixed price, see Note 13 – Commitments.

As at December 31, 2014, the commitments under the remaining finance lease obligation approximated $22.1 million, including imputed interest of $0.6 million and the fixed price purchase obligation, repayable in 2015.

 

(7)

Shareholders’ Loans

As of December 31, 2014, the Company has loans outstanding to its shareholders of $163.4 million (December 31, 2013 – $163.4 million). These loans bear interest at LIBOR plus margins ranging from 0.50% to 2.0% and have no fixed repayment terms. As at December 31, 2014, the interest accrued on these advances was $2.0 million (December 31, 2013 – $0.7 million). Both the principal and the accrued interest on these loans are included as shareholders’ loans in the Company’s consolidated statements of financial position. The weighted-average effective interest rate for the Company’s shareholders’ loans outstanding at December 31, 2014 and December 31, 2013 was 0.73% and 0.74%, respectively.

 

(8)

Other Current Liabilities

 

     December 31,
2014
     December 31,
2013
 

Deferred revenues

     1,898         3,374   

Accrued interest expense

     242         36   
  

 

 

    

 

 

 
  2,140      3,410   
  

 

 

    

 

 

 

 

(9)

Common Stock

Exmar LPG BVBA has authorized share capital of $132,832,000 divided into 1,328,320 registered shares of no par value, all of which shares have been fully paid, and the legal title and beneficial ownership of 50% of those shares is held by each of Exmar NV and Teekay Luxembourg S.a.r.l.

In 2012, prior to the investment by Teekay Luxembourg S.a.r.l., Exmar NV transferred certain wholly owned subsidiaries to the newly-formed entity, Exmar LPG BVBA in exchange for the registered shares. As this transaction occurred between entities under common control at the time of the transfer, the assets of the underlying entities were recorded at the book value of Exmar NV at the date of the transfer. The difference between the value of the share capital issued and the book value of the assets is recorded as a reserve and adjusted through equity.

 

14


(10)

Related Party Transactions

 

  (a)

Exmar NV provides general and corporate management services for the Company. Exmar Shipmanagement NV, a subsidiary of Exmar NV provides all services in relation to crew and technical management of the vessels. Exmar Marine NV, a subsidiary of Exmar NV, provides commercial management services. All amounts charged by Exmar NV, Exmar Shipmanagement NV and Exmar Marine NV to the Company are reflected in vessel operating expenses except for the management fee charged if and when a vessel is sold, these are netted in the gain on sale. Detail as follows:

 

     Year ended
December 31,
2014
     Period from
February 12,
2013 to
December 31,
2013
 

Exmar NV

     588         520   

Exmar Hong Kong

     115         97   

Exmar Shipmanagement NV

     2,903         2,521   

Exmar Marine NV

     4,447         2,199   

 

  (b)

Included in accounts payable is due to affiliated companies of $0.8 million and $0.4 million as of December 31, 2014 and 2013, respectively.

 

  (c)

During the year ended December 31, 2014, the Company loaned $60.0 million to Solaia Shipping LLC, a company under common control. This amount is included as part of other current assets in the Company’s consolidated statements of financial position. In February 2015, the amount advanced to Solaia Shipping LLC was repaid.

 

(11)

Fair Value Measurements

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash and cash equivalents – The fair value of the Company’s cash and cash equivalents approximates its carrying amounts reported in the consolidated statements of financial position.

Accounts receivable / Accounts payable – The fair value of the Company’s accounts receivable and accounts payable approximates the carrying amount given the short term nature of these instruments.

Advances to affiliated company included in other current assets – The fair value of the Company’s advances to an affiliated company as described in Note 10(c) – Related Party Transactions, approximates its carrying amount reported in the consolidated statements of financial position due to the short term nature.

Shareholders’ loans – The fair values of the Company’s shareholders’ loans are equal to the book value as the shareholders’ loans have no stated repayment terms and are due on demand.

Long-term debt – The fair values of the Company’s fixed-rate and variable-rate long-term debt is estimated using discounted cash flow analyses based on rates currently available for debt with similar terms and remaining maturities. The Company does not include credit enhancement in its fair valuation of long-term debt.

 

15


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

The Company categorizes the fair value estimates by a fair value hierarchy based on the inputs used to measure fair value. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

 

Level 1.

  

Observable inputs such as quoted prices in active markets;

Level 2.

  

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3.

  

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table includes the estimated fair value and carrying value of those assets and liabilities that are measured at fair value on a recurring and non-recurring basis, as well as the estimated fair value of the Company’s financial instruments that are not accounted for at a fair value on a recurring basis.

 

          December 31, 2014     December 31, 2013  
    

Fair
Value
Hierarchy
Level

   Carrying
Amount
Asset
(Liability)
    Fair
Value
Asset
(Liability)
    Carrying
Amount
Asset
(Liability)
    Fair
Value
Asset
(Liability)
 

Cash and cash equivalents

   Level 1      55,392        55,392        32,448        32,448   

Advances to affiliated company included in other current assets

   Level 3      60,000        60,000        —          —     

Shareholders’ loans

   Level 2      (165,350     (159,852     (164,139     (160,180

Long-term debt

   Level 2      (208,600     (211,061     (185,300     (187,480

 

16


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

(12)

Operating Leases

 

  (a)

Company as a lessor

The Company’s future minimum receipts under short to long term time charters at December 31, 2014 are as follows:

 

Less than one year

  121,606   

Between one and five years

  290,651   

More than five years

  200,528   
  

 

 

 
  612,785   
  

 

 

 

Minimum scheduled future revenues assume 100% utilization and do not include revenue generated from new contracts entered into after December 31, 2014, revenue from undelivered vessels, revenue from unexercised option periods of its time-charter contract that existed on December 31, 2014, or variable or contingent revenues. Therefore, the minimum scheduled future revenues should not be construed to reflect total charter hire revenues for any of the years.

 

  (b)

Company as a lessee

The Company leases a number of its vessels under operating lease agreements. The expense for 2014 relating to the operating leases amounts to $23.5 million ($20.4 million for 2013) and no payments for non-cancellable subleases were received. The future minimum payments under non-cancellable operating leases at December 31, 2014 are as follows:

 

Less than one year

  26,228   

Between one and five years

  63,397   

More than five years

  46,878   
  

 

 

 
  136,503   
  

 

 

 

 

(13)

Commitments

As of December 31, 2014, the Company has newbuilding contracts with Hyundai MIPO Dockyard Co, Ltd and HHIC – Phil Inc for the construction of nine LPG carriers at a total cost of $342.6 million. As at December 31, 2014, the estimated remaining costs to be incurred are $111.5 million (2015), $82.9 million (2016), $113.4 million (2017) and $34.9 million (2018). The Company intends to finance the newbuilding payments through its existing liquidity and expects to secure long-term debt financing for the units prior to their scheduled deliveries.

As described in Note 6(b) – Long-term Debt and Finance Lease Obligations, the Company is required to purchase the LPG carrier Brussels from the lessor at the expiration of the lease in 2015 for $19.9 million.

 

17


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

(14)

Financial Risk Management

The Company has exposure to the following risks from its use of financial instruments:

Credit risk

The Company trades only with recognized, creditworthy third parties. It is the Company’s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to bad debts is not significant. The maximum exposure is the carrying amount as disclosed on the statements of financial position.

Liquidity risk

Liquidity risk is the risk that the Company will not have sufficient funds to meet its liabilities. The Company maintains liquidity and makes adjustments to it in light of changes to economic conditions, underlying risks inherent in its operations and capital requirements to maintain its operations. At December 31, 2014, the Company had $55.4 million of cash and cash equivalents ($32.4 million at December 31, 2013).

The following are the contractual maturities of financial liabilities, including estimated interest payments, as at December 31, 2014:

 

     Contractual cash flows  
     Carrying
amount
     Total      1 year or
less
     1-3
years
     3-5 years      More
than
5
years
 

Accounts payable

     6,889         6,889         6,889         —           —           —     

Accrued interest expense

     242         242         242         —           —           —     

Shareholders’ loans (1)

     165,350         165,350         165,350         —           —           —     

Long-term debt(2)(3)

     208,600         228,838         43,150         84,247         101,441         —     

Finance lease obligations

     21,547         22,148         22,148         —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
  402,628      423,467      237,779      84,247      101,441      —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

(1)

The shareholders’ loans are due on demand however, the Company does not expect the shareholders to demand repayment in the next year.

(2)

Amount does not include debt issuance costs being netted against long-term debt of $3.7 million.

(3)

Contractual cash flows for long-term debt include estimated future variable interest payments of $20.1 million based on current interest rates.

 

18


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

Market risk

Interest Rate Risk

The Company is exposed to the impact of interest rate changes primarily through the borrowings that require the Company to make interest payments based on LIBOR. Significant increases in interest rates could adversely affect the operating margins, results of operations and the ability to service the debt. A 1% change in LIBOR would impact the Company’s consolidated statements of income and other comprehensive income by $2.1 million.

Foreign Currency Risk

The Company’s functional currency is U.S. Dollars. The results of operations are affected by fluctuations in currency exchange rates. The volatility in the financial results due to currency exchange rate fluctuations is attributed primarily to foreign currency expenses. A portion of the vessel operating expenses are denominated in Euro, which is primarily a function of the nationality of the crew. As a result, fluctuations in the Euro relative to the U.S. Dollar have caused, and are likely to continue to cause, fluctuations in our reported vessel operating expenses. A 10 basis point change in foreign currency exchange rates would impact the Company’s consolidated statements of income and comprehensive income by approximately $1.0 million.

 

(15)

Employee expenses and director remuneration

Directors are appointed by the two joint venture partners. Director compensation is nil for the years ended December 31, 2014 and December 31, 2013.

There are no key management personnel employed by the Company. Management of the Company is performed through corporate and ship management service agreements with Exmar Marine NV and Exmar Shipmanagement NV as described in Note 10 — Related Party Transactions. As a result, compensation for key management personnel amounts to nil for the years ended December 31, 2014 and 2013.

The following employee expenses related to seafarers have been included in vessel and other operating expenses:

 

     Year ended
December 31,
2014
     For the
period from
February 12,
2013 to
December 31,
2013
 

Salaries, bonuses and other personnel expenses

     15,884         14,331   

 

19


Exmar LPG BVBA

Notes to the Consolidated Financial Statements

(all tabular amounts stated in thousands of U.S. Dollars, unless otherwise indicated)

 

(16)

Capital Management

The Board defines “capital” to include funds raised through the issuance of ordinary share capital, accumulated profits and proceeds raised from debt facilities, including shareholder loans. The Board’s policy is to obtain additional capital for the construction or acquisition of new vessels through shareholder loan injections by the Company’s Joint Venture Partners and external debt facilities and to dividend out any available excess cash the Company generates. The Board regularly reviews and manages its capital structure to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position, and makes adjustments to the capital structure in light of changes in economic conditions.

 

(17)

Subsequent events

 

  (a)

In January 2015, one of the Company’s nine LPG newbuilding carriers, the Warisoulx, was delivered.

 

  (b)

In February 2015, the Company collected $60 million on the amount it advanced to Solaia Shipping LLC, and paid $70 million in aggregate to its shareholders as dividends and shareholders’ loan repayments.

 

  (c)

In April 2015, the Company purchased the LPG carrier Brussels from the lessor which was historically included as a finance lease (see Note 6(b) – Long-term Debt and Finance Lease Obligations).

 

20