EX-99.1 2 d1136463_ex99-1.htm d1136463_ex99-1.htm
 
EXHIBIT 99.1
 
 
 
 

INDEX TO FINANCIAL STATEMENTS
 
   
Page
     
Consolidated Financial Statements of Bulk Energy Transport (Holdings) Limited
 
 
Report of KPMG Certified Auditors AE, Independent Registered Public Accounting Firm
 
F-2
Consolidated Balance Sheets as of December 31, 2008 and 2007
 
F-3
Consolidated Statements of Income for the years ended December 31, 2008 and 2007, and for the period from December 18, 2006 (inception) to December 31, 2006
 
F-4
Consolidated Statements of Changes in Equity for the years ended December 31, 2008 and 2007, and for the period from December 18, 2006 (inception) to December 31, 2006
 
F-5
Consolidated Statements of Cash Flow for the years ended December 31, 2008 and 2007 and for the period from December 18, 2006 (inception) to December 31, 2006
 
F-6
Notes to the Consolidated Financial Statements December 31, 2008 and 2007
 
F-7
Condensed Consolidated Unaudited Interim Balance Sheets as of June 30, 2009 and December 31, 2008
 
F-25
Condensed Consolidated Unaudited Interim Statements of Comprehensive Income for the Six Months ended June 30, 2009 and 2008
 
F-26
Condensed Consolidated Unaudited Interim Statements of Changes in Equity for the Six Months ended June 30, 2009 and 2008
 
F-27
Condensed Consolidated Unaudited Interim Statements of Cash Flows for the Six Months ended June 30, 2009 and 2008
 
F-28
Notes to the Condensed Consolidated Unaudited Interim Financial Statements for June 30, 2009 and December 31, 2008
 
F-29
 
 


 
F-1

 


Report of Independent Registered Public Accounting Firm
 
 
The Board of Directors and Shareholders
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED:

We have audited the accompanying consolidated balance sheets of BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (together the "Group") as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in equity and cash flows for each of the years in the two-year period ended December 31, 2008, and the period from December 18, 2006 (inception) to December 31, 2006. These consolidated financial statements are the responsibility of the Group's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also, includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2008 and, the period from December 18, 2006 (inception) to December 31, 2006, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.
 

 

/s/ KPMG Certified Auditors AE
Athens, Greece
September 11, 2009
 

 
F-2

 


BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Consolidated Balance Sheets
December 31, 2008 and 2007
In thousands of dollars
 

   
Note
   
2008
   
2007
 
Assets
                 
Vessels, net
    7       276,753       430,053  
Total non-current assets
            276,753       430,053  
Inventories
    8       1,217       682  
Trade accounts receivables and other assets
    9       2,025       11,075  
Due from related parties
    18       16,094       2,913  
Cash and cash equivalents
    10       35,110       26,665  
Total current assets
            54,446       41,335  
Total assets
            331,199       471,388  
Equity
                       
Capital contributions
    11       100,226       115,553  
Revaluation reserve
            68,972       208,562  
Retained earnings/(accumulated deficit)
            1,061       (4,754 )
Total equity
            170,259       319,361  
Liabilities
                       
Long-term debt, net
    12       134,152       116,208  
Total non-current liabilities
            134,152       116,208  
Fair value of interest rate swap
    15       6,935       922  
Current portion of long-term debt, net
    12       16,573       20,875  
Trade accounts payable
    13       2,091       2,699  
Accrued expenses
    14       457       262  
Deferred revenue
            212       342  
Due to related parties
    18       59       10,500  
Accrued interest expense
            461       219  
Total current liabilities
            26,788       35,819  
Total equity and liabilities
            331,199       471,388  

The notes are an integral part of these financial statements.


 
F-3

 

 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
 
Consolidated Statements of Income
For the years ended December 31, 2008 and 2007 and for the period
from December 18, 2006 (inception) to December 31, 2006
In thousands of dollars
 

   
 
 
 
 
Note
   
 
 
 
 
2008
   
 
 
 
 
2007
   
Period from December 18, 2006 (inception) to December 31, 2006
 
Revenue from vessels
          60,859       5,362       -  
Revenue from vessels – related party
    18       168       -       -  
Direct voyage expenses
    3       61,027       5,362          
              (1,981     (22     -  
              59,046       5,340       -  
Gain on sale of vessels
    7       59,068       -       -  
Expenses:
                               
Crew costs
    4       (5,213 )     (865 )     -  
Management fees – related party
    18       (1,941 )     (441 )     -  
Other operating expenses
    5       (6,788 )     (1,950 )     -  
Depreciation
    7       (41,824 )     (4,350 )     -  
Impairment loss
    7       (2,649 )     -       -  
Results from operating activities
            59,699       (2,266 )     -  
Finance income
    6       1,098       852       -  
Finance expense
    6       (16,094 )     (3,340 )     -  
Net finance cost
            (14,996 )     (2,488 )     -  
Net profit/(loss) for the year
            44,703       (4,754 )     -  

The notes are an integral part of these financial statements.



 
F-4

 

 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
 
Consolidated Statement of Changes in Equity
For the years ended December 31, 2008 and 2007 and for the period from
December 18, 2006 (inception) to December 31, 2006
In thousands of dollars


   Capital Contributions    
 
Revaluation Reserve
   
(Accumulated deficit)/
Retained Earnings
   
 
 
Total
 
Balance at December 18, 2006 (inception)
          -       -       -  
Net (loss) for the period
           -       -       -  
Total recognized income and expense
          -       -       -  
Balance at December 31, 2006
          -       -       -  
Net (loss) for the year
          -       (4,754 )     (4,754 )
Revaluation of vessels
          208,562       -       208,562  
Total recognized income and expense
          208,562       (4,754 )     203,808  
Capital contributions
    115,553        -       -       115,553  
Balance at December 31, 2007
    115,553        208,562       (4,754 )     319,361  
Net profit for the year
          -       44,703       44,703  
Revaluation of vessels
          (139,590 )     -       (139,590 )
Total recognized income and expense
          (139,590 )     44,703       (94,887 )
Capital withdrawals
    (23,512  )     -       -       (23,512 )
Capital contributions
    8,185        -       -       8,185  
Dividends paid
          -       (38,888 )     (38,888 )
Balance at December 31, 2008
    100,226        68,972       1,061       170,259  


The notes are an integral part of these financial statements.

 
F-5

 
 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Consolidated Statements of Cash Flows
For the years ended December 31, 2008 and 2007 and for the period from
December 18, 2006 (inception) to December 31, 2006
In Thousands of dollars


   
 
 
 
 
 
2008
   
 
 
 
 
 
2007
   
Period from December 18, 2006 (inception) to December 31, 2006
 
Cash flows from operating activities
                 
Net profit/(loss)
    44,703       (4,754 )     -  
Adjustments for:
                       
Gain from sale of vessels
    (59,068 )     -       -  
Depreciation
    41,824       4,350       -  
Impairment loss on vessels
    2,649       -       -  
Fair value of interest rate swap
    6,013       922       -  
      36,121       518       -  
Due from related parties
    1,819       (2,913 )     -  
Inventories
    (535 )     (682 )     -  
Trade accounts and other receivables
    9,050       (575 )     -  
Trade accounts payables
    (609 )     2,698       -  
Accrued expenses
    195       262       -  
Deferred revenue
    (130 )     342       -  
Due to related parties
    (10,441 )     -       -  
Accrued interest expense
    242       219       -  
Dry-docking costs
    (3,349 )     (2,553 )     -  
Net cash from/(used in) operating activities
    32,363       (2,684 )     -  
Cash flows from investing activities
                       
Additions for vessels
    (94,517 )     (223,288 )     -  
Net proceeds from disposals of vessels
    126,172       -       -  
Net cash from/(used in) investing activities
    31,655       (223,288 )     -  
Cash flows from financing activities
                       
Dividends paid
    (53,888 )     -       -  
Capital withdrawals
    (23,512 )     -       -  
Capital contributions
    8,185       115,553       -  
Proceeds from long-term debt
    73,500       148,500       -  
Payments of long-term debt
    (59,858 )     (11,416 )     -  
Net cash (used in)/provided from financing activities
    (55,573 )     252,637       -  
Net increase in cash and cash equivalents
    8,445       26,665       -  
Cash and cash equivalents at January 1
    26,665       -       -  
Cash and cash equivalents at December 31
    35,110       26,665       -  

The notes are an integral part of these financial statements.


 
F-6

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
1           Business and basis of presentation
 
(a)      General
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (the "Company" or "BET") is registered and is incorporated under the laws of the Republic of the Marshall Islands. The Company was incorporated on December 18, 2006. The Company started operations in 2007. The consolidated financial statements of the Group comprise the Company and its subsidiaries (the "Group").
 
The Group has two shareholders, Constellation Bulk Energy Holdings with 250 shares and Mineral TRSP-Holdings, an entity that belongs to certain members of the Restis family with 250 shares.
 
The consolidated financial statements include the following vessel-owning companies:
 
 
Vessel owning company
 
 
Vessel Name
 
Date of Incorporation
 
 
Date of Delivery
 
Country of incorporation
Quex Shipping Inc.
 
BET Commander
 
January 3, 2007
 
December 17, 2007
 
British Virgin Islands
Rossington Marine Corp.
 
BET Intruder
 
January 3, 2007
 
March 20, 2008
 
British Virgin Islands
Rayford Navigation Corp.
 
BET Prince
 
January 3, 2007
 
January 7, 2008
 
British Virgin Islands
Creight Development Inc.
 
BET Performer*
 
January 3, 2007
 
September 28, 2007
 
British Virgin Islands
Pulford Ocean Inc.
 
BET Scouter (ex Saldhana)
 
January 3, 2007
 
July 23, 2007
 
British Virgin Islands
Lewisham Maritime Inc.
 
BET Fighter (ex Ferosa)
 
January 3, 2007
 
August 29, 2007
 
British Virgin Islands

________
*The BET Performer was sold on July 10, 2008.

The Group provides worldwide ocean transportation services through the ownership of a fleet of six bulk-carrier vessels.  The Group does not employ any executive officers or personnel other than the crew aboard the vessels.
 
The technical management of the Group is performed by Enterprises Shipping and Trading S.A. ("EST"), which is owned by certain members of the Restis family.  Constellation Energy Commodities Group Limited ("Constellation") provides commercial management.  Both EST and Constellation are considered related companies (Note 18). EST provides the Group and other vessel-owning companies with a wide range of services that include technical support and maintenance, insurance advice, financial and accounting services all provided for a fixed fee.
 
Constellation, a subsidiary of Constellation Bulk Energy Holdings, provides the Group with a wide range of services that include chartering services, voyage estimates and accounts, appointing agents etc. for a fee that is the lower between (a) a fixed fee or (b) one per cent (1%) of gross hire or freight earned. In addition, the Group has appointed both EST and Constellation, to serve as administrator of the Group for a fixed fee. From September 23, 2008 and onwards, Constellation no longer charges the Group any fee for this service.
 
(b)      Basis of preparation
 
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB").
 
(c)      Statement of compliance
 
The consolidated financial statements were approved by the Directors of the Group on April 23, 2009.
 
(d)      Basis of measurement and functional presentation currency
 
The consolidated financial statements are prepared on a historical cost basis, except for the vessels and interest rate swaps which are measured at fair value. The consolidated financial statements are presented in US dollars ($), which is the functional currency of the Group. All financial information presented in US dollars has been rounded to the nearest thousand.
 

 
F-7

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
(e)      Use of estimates and judgments
 
The preparation of these consolidated financial statements in accordance with IFRS, requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
 
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected. The estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements, are estimations in relation to the revaluation of vessels, useful lives of vessels, impairment losses on vessels and trade accounts receivable.
 
2       Significant accounting policies
 
A summary of the significant accounting policies used in the presentation of the accompanying consolidated financial statements is presented below:
 
(a)      Basis of consolidation
 
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
 
Intercompany balances, transactions and unrealized gains and losses arising between the companies included these consolidated financial statements have been eliminated in full.
 
(b)      Foreign currency
 
Transactions in foreign currencies are translated to the functional currency using the exchange rates at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the foreign exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period and the amortized cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date the fair value was determined. Foreign currency differences arising on translation are recognized in the consolidated statement of income.
 
(c)      Vessels
 
Vessels are originally recorded at cost less accumulated depreciation and accumulated impairment losses.
 
Vessel cost includes the contract price of the vessel and expenditure that is directly attributable to the acquisition of the vessel (initial repairs, delivery expenses and other expenditure to prepare the vessel for its initial voyage) and borrowing costs incurred during the construction period.
 
When parts of a vessel have different useful lives, they are accounted for as separate items (major components) of the vessels (see Note 2(d)).
 

 
F-8

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
 
Subsequent expenditures for major improvements are also recognized in the carrying amount if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. Routine maintenance and repairs are recognized in the consolidated statement of income as incurred.
 
Vessels are subsequently measured at fair value on an annual basis. Increases in the individual vessel's carrying amount as a result of the revaluation are recorded in recognized income and expense and accumulated in equity under the caption revaluation reserve. The increase is recorded in the consolidated statements of income to the extent that it reverses a revaluation decrease of the related asset. Decreases in the individual vessel's carrying amount are recorded in the consolidated statements of income as a separate line item. However, the decrease is recorded in recognized income and expense to the extent of any credit balance existing in the revaluation reserve in respect of the related asset. The decrease recorded in recognized income and expense reduces the amount accumulated in equity under the revaluation reserve. The fair value of a vessel is determined through market value appraisal, on the basis of a sale for prompt, charter-free delivery, for cash, on normal commercial terms, between willing sellers and willing buyers of a vessel with similar characteristics.
 
Depreciation is recognized in the consolidated statement of income on a straight line basis over the individual vessel's remaining estimated useful life, after considering the estimated residual value. Each vessel's residual value is equal to the product of its light-weight tonnage and estimated scrap rate.
 
Management estimates the useful life of the new vessels to be 25 years from the date of initial delivery from the shipyard. Second hand vessels are depreciated from the date of their acquisition over their remaining estimated useful life. Depreciation, useful lives and residual values are reviewed at each reporting date.
 
A vessel is derecognized upon disposal or when no future economic benefits are expected from its use. Gains or losses on disposal are determined by comparing the proceeds from disposal with the carrying amount of the vessel and are recognized in the consolidated statement of income.
 
(d)      Dry-docking costs
 
From time to time the Group's vessels are required to be dry-docked for inspection and re-licensing at which time major repairs and maintenance that cannot be performed while the vessels are in operation are generally performed. The Group defers the costs associated with dry-docking as they are incurred by capitalizing them together with the cost of the vessel. The Group then depreciates these costs on a straight-line basis over the year until the next scheduled dry-docking, generally 2.5 years. In the cases whereby the dry-docking takes place earlier than in 2.5 years, the carrying amount of the previous dry-docking is derecognized. In the event of a vessel sale, the respective carrying values of dry-docking costs are written-off at the time of sale to the consolidated statement of income.
 
At the date of acquisition of a second-hand vessel, management estimates the component of the cost that corresponds to the economic benefit be derived from capitalized dry-docking cost, until the first scheduled dry-docking of the vessel under the ownership of the Group, and this component is depreciated on a straight-line basis over the remaining period to the estimated dry-docking date.
 
(e)      Financial instruments
 
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, long-term debt and trade accounts payable. Non-derivative financial instruments are recognized initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as explained in notes (f) to (j) below.
 

 
F-9

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
 
The Group has certain derivative financial instruments, which are not held for trading, but are not designated in a qualifying hedge relationship, and therefore, all changes in their fair value are recognized immediately in the consolidated statement of income as a component of net finance costs.
 
(f)      Trade accounts receivable
 
Trade accounts receivable are stated at their amortized cost using the effective interest method, less any impairment losses.
 
(g)      Insurance claim
 
The Group recognizes insurance claim recoveries for insured losses incurred on damage to vessels. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Group's vessels suffer insured damages. Recoveries from insurance companies for the claims are provided if the amounts are virtually certain to be received. Claims are submitted to the insurance company, which may increase or decrease the claim's amount. Such adjustments are recorded in the year they become virtually certain and were not material to the Group's consolidated statement of income in 2008, 2007 and 2006.
 
(h)      Cash and cash equivalents
 
Cash and cash equivalents comprise cash balances, call deposits and certificates of deposit (term deposits) with original maturity of three months or less.
 
(i)      Trade and other amounts payable
 
Trade and other amounts payable are stated at amortized cost.
 
(j)      Long-term debt
 
Long-term debt is initially recognized at the fair value of the consideration received and is recorded net of issue costs directly attributable to the borrowing.  After initial recognition, issue costs are amortized using the effective interest rate method and are recorded as finance expense in the consolidated statement of income.
 
(k)      Inventories
 
Inventories (lubricants) are measured at the lower of cost and net realizable value.  The cost of inventories is based on the first-in, first-out principle.
 
(l)      Impairment of financial costs
 
A financial asset is assessed at each reporting date to determine whether there is any objective evidence that it is impaired.
 
A financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset. An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate.
 
Individually significant financial assets are tested for impairment on an individual basis. The remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.
 

 
F-10

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
All impairment losses are recognized in the consolidated statement of income.
 
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. For financial assets measured at amortized cost, the reversal is recognized in the consolidated statement of income.
 
(m)     Impairment of non-financial assets
 
The carrying amounts of the Group's non-financial assets, primarily vessels, other than inventories are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Vessels are individually tested for impairment (see Note 7).
 
The recoverable amount of vessels is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
 
Recoverability for vessels is measured by comparing the carrying amount, including unamortized dry-docking and special survey costs, to the greater of fair value (see note 2(c)) less costs to sell or value in use. An impairment loss is recognized if the carrying amount of the vessel exceeds its estimated recoverable amount. Impairment losses are recognized in the consolidated statement of income.
 
Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists as a result of events or changes to conditions occurring after the impairment loss was recognized. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that had been recognized (see Note 7).
 
(n)      Dividends
 
There are no legal requirements to hold a shareholders' meeting, nor is there a requirement in the Group's Articles of Incorporation or Bylaws to distribute dividends. Dividends may be declared or paid out of profits resulting from current or preceding years. Thus the decision to distribute dividends is made by management of the Group and they are therefore recognized as a liability in the period in which they are declared by management.
 
(o)      Provisions
 
A provision is recognized as a result of a past event when the Group has a present legal or constructive obligation that can be reliably estimated and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows that reflect current market assessments of the time value of money and the risks specific to the liability.
 
(p)     Employee benefits
 
The Group has no obligations to defined contribution or defined benefit plans. Short-term employee benefits are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short- term cash bonus arrangements if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
 

 
F-11

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
(q)      Revenue
 
The Group generates its revenues from voyage and time charterers.  Revenue is recorded when a charter agreement exists and collection of the related revenue is reasonably assured.  Revenue is recognized as it is earned, on a straight-line basis over the duration of each time charter.
 
Deferred revenue represents invoices issued, or cash received in advance for services not yet rendered.
 
(r)      Vessel voyage and other operating expenses
 
Vessel voyage expenses primarily consisting of port, canal and bunker expenses that are unique to a particular charter are paid for by the charterer under time charter arrangements.  Vessel voyage and other operating expenses are expensed as incurred.
 
(s)      Finance income and expenses
 
Finance income comprises of interest income on funds invested and foreign currency gains. Interest income is recognized as it accrues, using the effective interest method.
 
Finance expense comprises of interest expense on borrowings, foreign currency losses and impairment losses on recognized financial assets. All borrowing costs are recognized in the consolidated statement of income using the effective interest method.
 
(t)      Income tax
 
Under the laws of the countries of the vessel-owning companies' incorporation and/or vessels' registration, the vessel-owning companies are not subject to income tax on international shipping income but are subject only to certain minor registration and tonnage taxes that are charged to operating expenses as incurred. The vessel-owning companies however, are subject to United States federal income taxation in respect of income that is derived from the international operation of ships and the performance of services directly related thereto, unless exempt from United States federal income taxation. If the vessel-owning companies do not qualify for the exemption from tax, they will be subject to a 4% tax on its U.S. source income, imposed without the allowance for any deductions. For these purposes, U.S. source shipping income means 50% of the shipping income that will be derived by the vessel-owning companies that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.
 
The vessel-owning companies did not incur any U.S. source shipping income in 2008, 2007 and 2006. The Group met the specific criteria under the U.S. tax law to qualify for the exemption.  Therefore, the Group does not have any current income tax or deferred taxes as of December 31, 2008, 2007 and 2006.
 
(u)      Segment reporting
 
A segment is a distinguishable component of the Group that is engaged in providing related products or services (business segment) or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and returns that are different from the other segments. The Group reports financial information and evaluates its operations by charter revenues and not, for example, by (a) the length of ship employment for its customers or (b) the size of vessel. The Group does not have discrete financial information to evaluate the operating results for each type of charter. Although revenue can be identified for these charters, management cannot and does not identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operating decision maker, reviews operating results by revenue per day and operating results of the fleet and thus the Group has determined that it operates under one reportable segment. Furthermore, when the Group charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result the disclosure of geographic information is impracticable. Also, as management of the Group monitors its results by revenue per day and not by customer, the geographical location of the customer is not relevant for segment information.
 

 
F-12

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
(v)      New standards and interpretations not yet adopted
 
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2008, and have not been applied in preparing these consolidated financial statements:
 
IFRS 8 Operating Segments, which is applicable from January 1, 2009, introduces the "management approach" to segment reporting. The Group does not expect IFRS 8 to have any impact on the consolidated financial statements.
 
Revised IAS 23 Borrowing Costs removes the option to expense borrowing costs and requires that an entity capitalize borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. The revised IAS 23, which will become mandatory for the Group's 2009 financial statements, is not expected to have a significant effect on the Group's financial statements.
 
IFRIC 13 Customer Loyalty Programmes: IFRIC 13 becomes mandatory for the Group's 2009 financial statements.  This IFRIC is not expected to have any impact on the consolidated financial statements.
 
Revised IAS 1, Presentation of Financial Statements: The revised standard is effective for annual periods beginning on or after January 1, 2009. The revision to IAS 1 is aimed at improving users' ability to analyze and compare the information given in financial statements. The changes made are to require information in financial statements to be aggregated on the basis of shared characteristics and to introduce a statement of comprehensive income. This will enable readers to analyze changes in equity resulting from transactions with owners in their capacity as owners (such as dividends and share repurchases) separately from `non-owner' changes (such as transactions with third parties). In response to comments received through the consultation process, the revised standard gives preparers of financial statements the option of presenting items of income and expense and components of other comprehensive income either in a single statement of comprehensive income with sub-totals, or in two separate statements (a separate income statement followed by a statement of comprehensive income). Revised IAS 1 is not expected to have a significant impact on the presentation of the Group's consolidated financial statements for 2009.
 
Revised IFRS 3 Business Combinations: This standard is required to be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after July 1, 2009.  Earlier application is permitted. Revised IFRS 3 is not expected to have any impact of this revision on the Group's financial statements.
 
Amendment to IFRS 2 Share-based Payment: The revision is effective for annual periods on or after January 1, 2009. The Group does not expect this standard to have any effect on the consolidated financial statements.
 
IFRIC 15, Agreements for the Construction of Real Estate: This interpretation is effective for annual periods beginning on or after January 1, 2009 and will not have any impact to the consolidated financial statements.
 
IFRIC 16, Hedges of a Net Investment in a Foreign Operation: This interpretation is effective for annual periods beginning on or after October 1, 2008 and will not have any impact to the financial statements.
 
Reclassification of Financial Assets: Amendments to IAS 39 Financial Instruments: Recognition and measurement and IFRS 7 Financial Instruments: Disclosure: These amendments are applicable from July 1, 2008 prospectively. Furthermore, amendments have been made to IFRS 7 to ensure disclosure is made of the above reclassifications, which are also applicable from July 1, 2008 and will not have any impact to the consolidated financial statements.
 

 
F-13

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
 
Eligible Hedged Items Amendment to IAS 39 Financial instruments: Recognition and measurement: These amendments are applicable retrospectively for annual periods beginning on or after July 1, 2009 and will not have any impact to the consolidated financial statements.
 
IFRIC 17 — Distributions of Non-cash Assets to Owners: This interpretation is applicable prospectively for annual periods beginning on or after July 1, 2009. Retrospective application is not permitted and this IFRIC will not have any impact to the consolidated financial statements.
 
IFRIC 18 — Transfer of Assets from Customers: This interpretation should be applied prospectively to transfers of assets from customers received on or after July 1, 2009 and will not have any impact to the consolidated financial statements.
 
 
3         Direct voyage expenses
 
   
2008
   
2007
   
2006
 
Bunkers expenses
    (1,554 )     -       -  
Port expenses
    (167 )     (8 )     -  
Tugs
    (60 )     -       -  
Agents and fees
    (200 )     (14 )     -  
      1,981       (22 )     -  
 
 
4          Crew costs
 
   
2008
   
2007
   
2006
 
Basic and supplementary wages
    (2,400 )     (427 )     -  
Overtime
    (954 )     (154 )     -  
Vacation
    (464 )     (86 )     -  
Bonus
    (545 )     (55 )     -  
Travelling expenses
    (404 )     (79 )     -  
Victualling
    (301 )     (48 )     -  
Other
    (145 )     (16 )     -  
      (5,213 )     (865 )     -  
 
Crew costs represents the amounts due to the crew on board the vessels under short-term contract, i.e. no more than nine months. The number of crewmen as at December 31, 2008 was 115 (2007: 92). The Group is not obliged to contribute to any pension plans or post-employment benefits for the crew on board.
 
 
5          Other operating expenses
 
   
2008
   
2007
   
2006
 
Lubricants
    (1,945 )     (550 )     -  
Stores and chemicals
    (645 )     (97 )     -  
Repairs and maintenance
    (2,447 )     (628 )     -  
Insurance
    (1,283 )     (437 )     -  
Other
    (468 )     (238 )     -  
      (6,788 )     (1,950 )     -  
 

 
F-14

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated

 
6          Financial income and expense
 
   
2008
   
2007
   
2006
 
Financial Income:
                 
Interest income
    1,054       828       -  
Other
    44       24       -  
      1,098       852       -  

   
2008
   
2007
   
2006
 
Financial expense:
                 
Interest income
    (9,524 )     (2,406 )     -  
Fair value of interest rate swaps
    (6,013 )     (922 )     -  
Other
    (557 )     (12 )     -  
      (16,094 )     (3,340 )     -  
Net finance cost
    (14,996 )     (2,488 )     -  
 
7           Vessels
 
 
 
Cost:
 
 
Vessels
   
Advances for vessels
   
Dry-docking
   
 
Total
 
Balance at January 1, 2007
    -       -       -       -  
Additions
    212,788       10,500       2,553       225,841  
Revaluation
    208,562       -       -       208,562  
Balance at December 31, 2007
    421,350       10,500       2,553       434,403  
Additions
    94,518       -       3,349       97,867  
Revaluation
    (142,239 )     -       -       (142,239 )
Transfers
    10,500       (10,500 )     -       -  
Disposals
    (72,691 )     -       -       (72,691 )
Balance at December 31, 2008
    311,438       -       5,902       317,340  
Accumulated depreciation
                               
Balance at January 1, 2007
    -       -       -       -  
Depreciation
    (4,350 )     -       -       (4,350 )
Balance at December 31, 2007
    (4,350 )     -       -       (4,350 )
Disposals
    5,587       -       -       5,587  
Depreciation
    (39,981 )     -       (1,843 )     (41,824 )
Balance December 31, 2008
    (38,744 )     -       (1,843 )     (40,587 )
Net book value January 1, 2007
    -       -       -       -  
Net book value December 31, 2007
    417,000       10,500       2,553       430,053  
Net book value December 31, 2008
    272,694       -       4,059       276,753  

 
During the year ended December 31, 2008 two vessel-owning companies took delivery of their vessels (Bet Intruder and Bet Prince).  The total acquisition price of the vessels amounted to $94,518, which including the down payment from December 31, 2007 of $10,500 amounted in total to $105,018. These vessel-owning companies were purchased from First Investment a subsidiary of First Financial Corporation which belongs to members of the Restis family.
 
During the year ended December 31, 2007, four vessel-owning companies took delivery of their vessels (BET Commander, BET Scouter, BET Performer and BET Fighter). The total cost of the vessels amounted to $ 212,788. These vessel-owning companies were purchased from First Investment a subsidiary of First Financial Corporation which belongs to members of the Restis family.
 

 
F-15

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
On May 22, 2008, the Group entered into an agreement to sell to a third party, a vessel-owning company, BET Performer.  Total proceeds amounted to $129,500 less $3,328 that was paid as commission for the sale, resulted in a gain of $59,068, which was recognized in the consolidated statements of income. The sale was completed on July 10, 2008.
 
Vessels are measured at fair value at year end. At December 31, 2007, due to favorable market conditions, the fair value exceeded the carrying value by $208,562 and, accordingly, a revaluation reserve was recorded as a separate item in the consolidated statement of changes in equity. At December 31, 2008, the fair value of the individual vessels indicated that the carrying value of the individual vessels was impaired and, as a result, the Group recognized an impairment loss of $142,239 out of which $2,649 is recorded as a separate line item in the consolidated statement of income since there was no revaluation reserve recorded in the consolidated statements of changes in equity (see note 2 (c)).
 
The current economic and market conditions, including the significant disruptions in the global credit markets, are having broad effects on participants in a wide variety of industries. Since mid-August 2008, the charter rates in the dry bulk charter market have declined significantly, and dry bulk vessel values have also declined, both as a result of a slowdown in the availability of global credit and the significant deterioration in charter rates; conditions that the Company considers indicators of a potential impairment. As a result of the credit crisis and the lack of demand for dry-bulk freights, there were no reliable estimates for the fair value of the ships.
 
To determine the fair value at December 31, 2008, management calculated the fair value by using the discounted projected net operating cash flow for each vessel-owning company. The significant factors and assumptions used are as follows:

·
Discount rate: 10%

·
Discount cash flows up to end of the vessels useful life.

·
Daily operating costs $5 - $6

·
Earnings assumption: The agreed charter rate plus the average ten to fifteen year charter rate when these are not determined.
 
At December 31, 2008, all vessel-owning companies are subject to a first class mortgage to secure a long-term loan (see Note 12).
 
8           Inventories
 
   
2008
   
2007
 
Lubricants
    658       682  
Bunkers
    559       -  
      1,217       682  
 
9          Trade accounts receivable and other assets
 
   
2008
   
2007
 
Charters
    1,083       26  
Guarantee for the purchase of ships
    -       10,500  
Prepayments
    942       549  
      2,025       11,075  
 
Management has assessed that the risk of not collecting amounts from charters is minimum and no impairment loss was created.
 
The amount shown as guarantee reflects the amount the Group will receive in the event that the acquisition of the two vessels did not occur. A similar amount is disclosed as due to related party (Note 18). These amounts were released in 2008 as the agreement was fulfilled.
 

 
F-16

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated

 
10          Cash and cash equivalents
 
   
2008
   
2007
 
On demand
    574       265  
Term deposits
    34,536       26,400  
Cash and cash equivalents
    35,110       26,665  
 
11           Capital
 
(a)           Capital contributions:
 
The amounts shown in the .consolidated balance sheet as capital contributions represent payments made by the shareholders of various dates to finance vessel acquisitions in excess of the amounts of the bank loans obtained. There is no contractual obligation to repay the amounts.
 
During the year ended December 31, 2007, the shareholders contributed a total amount of $115,553.
 
During the year ended December 31, 2008, the shareholders contributed a total amount of $8,185 primarily in relation to the acquisition of Bet Intruder.
 
In addition, and as a result of the proceeds from the sale of Bet Performer an amount of $23,518 was distributed in total to the shareholders.
 
During the year ended December 31, 2008, the Group distributed a total amount in dividends of $53,888. However, management then decided in order to protect the capital of the Company to ask from the shareholders to return an amount of $15,000.  This is shown as Due from related parties (Note 18) and was deducted from the dividends.  Management expects this amount will be received within the following 12 months.
 
The Company's authorized, issued and outstanding share capital is divided into 500 registered shares of no par value.
 
(b) Dividends:
 
Based on the written consent by the directors on August 5, 2008, the Company during the year paid dividends to the shareholders of an amount of $38,888.
 

 
F-17

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
12           Long-term debt
 
Long-term debt is analyzed as follows:
 
   
2008
   
2007
 
Borrower
           
Creighton Development
    -       44,127  
Pulford Ocean
    28,914       31,207  
Lewisham Maritime
    26,453       28,550  
Rayford Navigation
    43,069       -  
Quex Shipping
    30,760       33,199  
Rossington Maritime
    21,529       -  
      150,725       137,083  
Less: Current portion
    16,573       20,875  
Long-term portion
    134,152       116,208  
 
The long-term debt, denominated in US Dollars, of BET Performer, BET Scouter, BET Fighter, BET Prince, BET Commander and BET Intruder represents the amounts allocated to each vessel-owning company from the syndicated loan of $222,000 for the purchase of the vessel-owning companies.  The loan was allocated to each vessel-owning company based on the lower of the total amount of the loan $222,000 and 70% of the vessel acquisition cost. As a result of the sale of BET Performer on July 10, 2008, the Group adjusted the amount outstanding proportionately to the remaining vessels.  The loan is repayable in sixteen equal semi-annual installments from the last drawdown but no later than June 20, 2015.
 
Details of the long-term debt, for each of the vessel-owning companies are as follows:
 
Creighton Development: At December 31, 2007, the outstanding balances was $44,127 (net of $218 deferred direct cost) payable in 15 equal semi-annual principal installments of $2,374 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $12,511 due in 2015. At December 31, 2008, the total outstanding balance was $0 as the loan was paid in full after the sale of the vessel.
 
Pulford Ocean: At December 31, 2007, the outstanding balances was $31,207 (net of $146 deferred direct cost) payable in 15 equal semi-annual principal installments of $1,547 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $8,151 due in 2015. At December 31, 2008, the total outstanding balance was $28,914 (net of $127 deferred direct cost) payable in 13 equal semi-annual principal installments of $1,590 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $8,376 due in 2015.
 
Lewisham Maritime: At December 31, 2007, the outstanding balances was $28,550 (net of $135 deferred direct cost) payable in 16 equal semi-annual principal installments of $1,415 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $7,457 due in 2015.  At December 31, 2008, the total outstanding balance was $26,453 (net of $117 deferred direct cost) payable in 13 equal semi-annual principal installments of $1,454 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $7,663 due in 2015.
 
Rayford Navigation: At December 31, 2008, the total outstanding balance was $43,069 (net of $185 deferred direct cost) payable in 13 equal semi-annual principal installments of $2,368 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $12,475 due in 2015.
 
Quex Shipping: At December 31, 2007, the outstanding balances was $33,199 (net of $155 deferred direct cost) payable in 16 equal semi-annual principal installments of $1,646 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $8,671 due in 2015. At December 31, 2008, the total outstanding balance was $30,760 (net of $135 deferred direct cost) payable in 13 .equal semi-annual principal installments of $1,691 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $8,911 due in 2015.
 

 
F-18

 

BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
Rossinghton Maritime At December 31, 2008, the total outstanding balance was $21,529 ($97 net of deferred direct cost) payable in 13 equal semi-annual principal installments of $1,184 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $6,238 due in 2015.
 
The weighted average effective interest rate for all long-term debt for the years ended December 31, 2007 and 2008 was 5.61% and 4.91%, respectively. Interest expense for the years ended December 31, 2007 and 2008 amounted to $2,406 and $9,524, respectively, and is included under finance expense in the consolidated statements of income.
 
The principal repayments are as follows:
 
 
Years of maturity
 
1 year or less
   
1 to 2 years
   
2 to 5 years
   
More than5 years
   
Total
 
December 31, 2007
2015
    20,875       20,875       62,625       32,708       137,083  
December 31, 2008
2015
    16,573       33,145       49,718       51,289       150,725  
 
The term facility includes covenants.
 
The major financial covenants include the following:
 
 
·
The vessels aggregate market value equal to 125% of the outstanding facility.
 
 
·
The ratio of total liabilities to total assets shall not exceed 0.7:1.
 
The Group was in compliance with these loan covenants as at December 31 2008.
 
13          Trade accounts payable
 
   
2008
   
2007
 
Suppliers
    1,453       573  
Insurance agents
    321       338  
Repairers
    109       1,221  
Agents
    208       567  
      2,091       2,699  
 
14           Accrued expenses
 
   
2008
   
2007
 
Masters' accounts
  $ 390     $ 262  
Other
    67       -  
    $ 457     $ 262  
 

 
F-19

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
15           Financial instruments
 
Overview
 
The Group has exposure to the following risks from its use of financial instruments:
 
·
Credit risk;
 
·
Liquidity risk;
 
·
Market risk defined as interest rate risk and currency risk.
 
This note represents information about the Group's exposure to cash of the above risks, the Group's objectives, policies and processes for measuring and managing risk and the Group's management of capital.
 
The Group has entered into transactions with derivative financial instruments to reduce exposure in interest rate and foreign exchange rates but does not meet the criteria for hedge accounting.
 
(a)         Credit risk
 
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations in relation to each class of recognized financial assets. The maximum credit risk in relation to such assets is represented by the carrying amount of those assets in the balance sheet.
 
The main credit exposure is from trade accounts receivable, amounts due from related parties and cash and cash equivalents.
 
The Group places its cash and cash equivalents, consisting mostly of deposits, with financial institutions. The Group performs annual evaluations of the relative credit-standing of those financial institutions. Credit risk with respect to trade accounts receivable is generally managed by chartering vessels to established operators, rather than to more speculative or undercapitalized entities. The vessels are mainly chartered under time-charter agreements where, per the industry practice, the charterer pays for the transportation service within one week of issue of the hire statement (invoice) which is issued approximately 15 days once the service begins, thereby supporting the management of trade receivables.
 
The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer.
 
As of December 31, 2008 and 2007, the following charterers individually accounted for more than 10% of the Group's revenue as follows:
 
Charter
 
2008
 
2007
A
 
12%
 
51%
B
 
-
 
26%
C
 
11%
 
18%
D
 
14%
 
-
E
 
15%
 
-
 
As of December 31, 2008 and 2007 the following charterers individually accounted for more than 10% of the Group's trade receivables.
 
Charter
 
2008
 
2007
B
 
-
 
43%
C
 
-
 
55%
D
 
87%
 
-
 

 
F-20

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
The aging of trade and other accounts receivables is as follows:
 
   
2008
   
2007
 
Up to 30 days
    643       -  
Past due 31-120 days
    356       14  
Over 120 days
    84       12  
      1,083       26  
 
The Company generally does not have large trade accounts receivable since the time charters are collected in advance. The vessels are chartered under time-charter agreements where, the charterer pays for the transportation service within one week of issue of the hire statement (invoice) which is issued approximately 15 days once the service begins, thereby supporting management of the trade accounts receivable. Turbulence in the financial markets has led many lenders to reduce, and in some cases, cease .to provide credit, including letters of credit, to borrowers. Purchasers of dry bulk cargo typically pay for cargo with letters of credit. The tightening of the credit markets has reduced the issuance of letters of credit and as a result decreased the amount of cargo result in less business for charterers and declines in the demand for vessels. These factors, combined with the general slow-down in consumer spending caused by uncertainty about future market conditions, impact the shipping business. As such, it is reasonably possible that future charter rates may further deteriorate which would have a significant impact on the Company's operations.
 
(b)         Liquidity risk
 
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's policy is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due. Furthermore, BULK ENERGY TRANSPORT (HOLDINGS) LIMITED is the guarantor of the loan on all vessel-owning companies (Note 7).
 
The Group aims to mitigate liquidity risk by managing cash generation from its operations and applying cash collection targets throughout the Group. The vessels are mainly chartered under time-charter agreements where, per industry practice, the charterer pays for the transportation service in advance, supporting the management of cash generation.
 
Excess cash is only invested in financial instruments exposed to insignificant risk of change in market value, by being placed in interest-bearing deposits with maturities fixed at no more than 3 months.
 
(c)           Interest rate risk
 
Interest rate risk arises from the possibility that changes in interest rates will affect the future cash outflows of the Group's long-term debt as they are at variable rates. The Group manages this exposure to changes in interest rates from long-term debt by entering into interest rate swap contracts.
 
The Group has entered into three interest rate swap contracts, denominated in US Dollars. The notional contract amount of the swaps at December 31, 2008 amounts to $130,000 (2007: $30,000) with maturity between 3-5 years. The average fixed swap rate was 3.46% as of December 31, 2008 (2007: 4.84%).
 
The Group classifies the interest rate swap portfolio as a financial instrument depicted at fair value since it does not qualify for hedge accounting. The fair value of the swaps at December 31, 2008 was $6,935 (2007: $922).
 

 
F-21

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
In respect of interest-bearing financial assets and financial liabilities as of December 31, 2008 and 2007, the following table depicts their weighted average interest rates and the periods in which they reprice.
 
 
2007
 
Note
   
Effective
Interest rate
   
Total
   
1 year or less
   
2 to 5 years
 
Term deposits
    10       3.77 %     (26,400 )     (26,400 )     -  
Long-term loan
    12       5.61 %     137,083       30,000       107,083  
 
 
2008
 
Note
   
Effective Interest rate
   
Total
   
1 year or less
   
2 to 5 years
 
Term deposits
    10       2.22 %     (34,536 )     (34,536 )     -  
Long-term loan
    12       4.91 %     150,725       20,725       130,00  
 
(d)           Currency risk
 
The Group's exposure to foreign currency risk is minimum.  Amounts in foreign currencies are included in trade accounts payable and include amounts payable to suppliers in foreign denominated currencies and are analyzed as follows:
 
2008
 
US Dollar
 
EUR
    505  
GBP and other
    480  
 
2007
 
US Dollar
 
EUR
    196  
GBP and other
    151  
 
(e)           Sensitivity analysis
 
In managing the interest rate risk, the Group aims to reduce the impact of short-term fluctuations on the Group's earnings.  Over the longer term however, permanent changes in interest rates would have an impact on earnings.
 
At December 31, 2008, it is estimated that a general increase of one percentage point in interest rates would decrease the Group's net profit by approximately $138 (2007: $807).
 
(f)           Fair values
 
All amounts that are not recorded at fair value; the Group believes that their carrying amount approximates their fair value, as they have a maturity of no more than twelve months, except for long-term debt. The carrying value of the Group's long-term debt approximates fair value because the debt bears interest at floating rates.
 
 
 
F-22

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated

 
16           Capital management
 
The Group has only ordinary shares. There are no stock plans or options.
 
The Group and each entity seeks to maintain a balance between long-term debt and capital. There are no capital requirements. In its funding strategy, the Group's objective is to maintain a balance between continuity of funding and flexibility through the use of debt. The Group's policy with vessel acquisitions is that no more than 70% of the acquisition cost of vessels will be funded through borrowings for all acquisitions made. The bank financing was not more than 70% of the total acquisition costs.
 
17          Contingencies
 
Various claims, suits and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operation of the Group's vessels. Currently, management is not aware of any such contingent liabilities which should be disclosed or for which a provision should be established in the accompanying consolidated financial statements.
 
The Group accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements.
 
The Group's policy is to maintain a strong capital base so as to maintain creditor and market confidence and to sustain future development of the business. Management monitors the return on capital, which the Group defines as net operating income divided by total shareholder's equity.
 
18          Related parties
 
The directors of the Group do not receive remuneration for the non-executive services they offer. The identity and the description of the other related parties of the Group are given below.
 
(a)           Enterprises Shipping and Trading SA:
 
Each vessel-operating company of the Group has a management agreement with EST, to provide technical and administration management services for a fixed fee per day for technical services and a fixed monthly fee for management services for each vessel in operation. These fees for 2008 amounted to $1,449 (2007: $325) and are included under the caption as management fees in the accompanying consolidated statement of income.
 
Management agreements with EST require the vessel-owning companies with vessels in operation to make an interest-free advance of $750 each to cover the working capital requirements arising from the handling of the majority of the expenditures.
 
(b)           Constellation Energy Commodities Group Limited:
 
Each vessel-operating company has a commercial and administration management agreement with Constellation Energy Commodities Group Limited, under which commercial management services are provided for a fee that is to the lesser of (a) a fixed fee and (b) one per cent (1%) of gross hire or freight earned and administration services, in exchange for a fixed fee. Such fees for 2008 amounted to $492 (2007: $116) are included under the caption as management fees in the accompanying consolidated statements of income. As of September 23, 2008, Constellation does not charge for administration services.
 

 
F-23

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Consolidated Financial Statements
December 31, 2008 and 2007
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
Based on a charter party agreement, one of the vessel-operating companies was time-chartered to Constellation Energy Global Commodities Group London, an affiliated company. The net profit amounted to $ 168 (2007: nil) and it is included in the accompanying consolidated statements of income.
 
The related balances are:
 
   
2008
   
2007
 
Due from related parties – current
           
EST
    832       2,334  
Constellation
    262       79  
Due from shareholders
    15,000       500  
      16,094       2,913  

 
   
2008
   
2007
 
Due from related parties – current
           
First investment
    -       10,500  
Constellation
    59       -  
      59       10,500  

The related party transactions included in the consolidated statements of income are:
 
   
2008
   
2007
   
2006
 
Revenue from vessels
                 
Constellation
    168       -       -  
Management fees
                       
EST
    (1,449 )     (325 )     -  
Constellation
    (492 )     (116 )     -  
      (1,941 )     (441 )     -  
 
 
 
F-24

 
 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Condensed Consolidated Unaudited Interim Balance Sheets
June 30, 2009 and December 31, 2008
In thousands of dollars
 

 
   
Note
   
June 30, 2009
   
December 31, 2008
 
Assets
                 
Vessels, net
    9       128,879       276,753  
Total non-current assets
            128,879       276,753  
Inventories
    10       1,146       1,217  
Trade accounts receivables and other assets
    11       5,978       2,025  
Due from related parties
    19       18,441       16,094  
Cash and cash equivalents
    12       29,953       35,110  
Total current assets
            55,518       54,446  
Total assets
            184,397       331,199  
Equity
                       
Capital contributions
    13       100,226       100,226  
Revaluation reserve
            -       68,972  
Retained earnings/(accumulated deficit)
            (68,808 )     1,061  
Total equity
            31,418       170,259  
Liabilities
                       
Long-term debt, net
    14       125,899       134,152  
Total non-current liabilities
            125,899       134,152  
Fair value of interest rate swap
            4,656       6,935  
Current portion of long-term debt, net
    14       16,573       16,573  
Trade accounts payable
    15       2,278       2,091  
Accrued expenses
    16       746       457  
Deferred revenue
            1,818       212  
Due to related parties
    19       -       59  
Accrued interest expense
            1,009       461  
Total current liabilities
            27,080       26,788  
Total equity and liabilities
            184,397       331,199  

 
The notes are an integral part of these condensed consolidated unaudited interim financial statements
 

 
F-25

 
 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Condensed Consolidated Unaudited Interim Statements of Comprehensive Income
For the six months ended June 30, 2009 and 2008
In thousands of dollars
 

   
Note
   
2009
   
2008
 
Revenue from vessels
          17,481       37,124  
Direct voyage expenses
    5       (2,524 )     (1,880 )
              14 ,957       35,244  
Expenses:
                       
Crew costs
    6       (2,346 )     (2,691 )
Management fees – related party
    19       (723 )     (1,000 )
Other operating expenses
    7       (3,081 )     (3,675 )
Depreciation
    9       (14,484 )     (21,200 )
Impairment loss
    11       (64,604 )     -  
Results from operating activities
            (70,281 )     6,678  
Finance income
    8       2,358       3,314  
Finance expense
    8       (1,953 )     (5,685 )
Net finance income/(cost)
    8       405       (2,371 )
Net profit/(loss) for the period
            (69,876 )     4,307  
                         
Other comprehensive income
                       
Revaluation of vessels
            (68,972 )     23,000  
Other comprehensive income/(loss) for the period
            (68,972 )     23,000  
                         
Total comprehensive income/(loss) for the period
            (138,848 )     27,307  
 
 
The notes are an integral part of these condensed consolidated unaudited interim financial statements
 

 
F-26

 
 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Condensed Consolidated Unaudited Interim Statements of Changes in Equity
For the six months ended June 30, 2009 and 2008
In thousands of dollars
 

 
   
Capital Contributions
   
Revaluation reserve
   
(Accumulated deficit)/ Retained earnings
   
Total
 
Balance at December 31, 2007
    115,553       208,562       (4,754 )     319,361  
Net profit for the period
    -       -       4,307       4,307  
Revaluation of vessels
    -       23,000       -       23,000  
      -       23,000       4,307       27,307  
Capital contributions
    8,186       -       -       8,186  
Balance at June 30, 2008
    123,739       231,562       (447 )     354,854  
Balance at December 31, 2008
    100,226       68,972       1,061       170,259  
Net loss for the period
    -       -       (69,876 )     (69,876 )
Revaluation of vessels
    -       (68,972 )     -       (68,972 )
      -       (68,972 )     (69,876 )     (138,848 )
Other
    -       -       7       7  
Balance at June 30, 2009
    100,226       -       (68,808 )     31,418  
 
 
The notes an integral part of these condensed consolidated unaudited interim financial statements
 

 
F-27

 

 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED

Condensed Consolidated Unaudited Interim Statements of Cash Flows
For the six months ended June 30, 2009 and 2008
In thousands of dollars

 
   
2009
   
2008
 
Cash flows from operating activities
           
Net profit/(loss)
    (69,876 )     4,307  
Adjustments for:
               
Depreciation
    14,484       21,200  
Impairment loss trade receivables
    164       -  
Fair value of interest rate swap
    (2,279 )     (2,651 )
                 
Due from related parties
    (2,406 )     1,174  
Inventories
    72       (369 )
Trade accounts and other receivables
    (4,117 )     (5,285 )
Trade accounts payables
    188       (131 )
Accrued expenses
    2,105       454  
Deferred revenue
    (213 )     148  
Accrued interest expense
    549       525  
Net cash from/(used in) operating activities
    3,111       19,372  
Cash flows from investing activities
               
Dry-docking costs
    -       (2,050 )
Additions for vessels
    (22 )     (94,502 )
Net cash from/(used in) investing activities
    (22 )     (96,552 )
Cash flows from financing activities
               
Other
    7       -  
Capital contributions
    -       8,186  
Proceeds from long-term debt
    -       63,113  
Payment of  long-term debt
    (8,253 )     -  
Net cash (used in)/ provided from financing activities
    (8,246 )     71,299  
Net decrease in cash and cash equivalents
    (5,157 )     (5,881 )
Cash and cash equivalents at January 1
    35,110       26,665  
Cash and cash equivalents at June 30
    29,953       20,784  
 
The notes an integral part of these condensed consolidated unaudited interim financial statements
 

 
F-28

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
 
1
Business and basis of presentation
 
(a) General
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED (the "Company" or "BET") is registered and is incorporated under the laws of the Republic of the Marshall Islands.  The Company was incorporated on December 18, 2006.  The Company started operations in 2007.  The consolidated financial statements of the Group comprise the Company and its subsidiaries (the "Group").

The Group has two shareholders, Constellation Bulk Energy Holdings with 250 shares and Mineral TRSP – Holdings, an entity that belongs to certain members of the Restis family with 250 shares.

On August 13, 2009 Constellation's interest in the Group was sold to Seanergy Maritime Holdings Inc. ("Seanergy").  Seanergy has also received the right to appoint the majority of the members of the Board of Directors.  Therefore, Seanergy is expected to control BET and fully consolidate their results of operations.

The consolidated financial statements include the following vessel owning companies:

 
Vessel owning company
Vessel
name
Date of
incorporation
Date of
delivery
Country of
incorporation
         
Quex Shipping Inc.
Bet Commander
January 3, 2007
December 17, 2007
British Virgin Islands
Rossington Marine Corp.
Bet Intruder
January 3, 2007
March 20, 2008
British Virgin Islands
Rayford Navigation Corp.
Bet Prince
January 3, 2007
January 7, 2008
British Virgin Islands
Creight Development Inc.
Bet Performer
January 3, 2007
September 28, 2007
British Virgin Islands
Pulford Ocean Inc
Bet Scouter (ex Saldhana)
January 3, 2007
July 23, 2007
British Virgin Islands
Lewisham Maritime Inc.
Bet Fighter (ex Ferosa)
January 3, 2007
August 29, 2007
British Virgin Islands
 
Bet Performer was sold in July 2008.
 
The Group provides worldwide ocean transportation services through the ownership of a fleet of five bulk-carrier vessels.  The Group does not employ any executive officers or personnel other than the crew aboard the vessels.
 
The technical management of the Group is performed by Enterprises Shipping and Trading SA (EST) which is owned by certain members of the Restis family.  Constellation Energy Commodities Group Limited provides commercial management.  Both EST and Constellation are considered related companies (Note 19).  EST provides the Group and other vessel-owning companies with a wide range of services that include technical support and maintenance, insurance advice, financial and accounting services all provided for a fixed fee.
 

 
F-29

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
Constellation Energy Commodities Group Limited (Constellation), a subsidiary of Constellation Bulk Energy Holdings provides the Group with a wide range of services that include chartering services, voyage estimates and accounts, appointing agents e.t.c. for a fee that is the lower between (a) a fixed fee or (b) one per cent (1%) of gross hire or freight earned. In addition, the Group has appointed both EST and Constellation Energy Commodities Group Limited, to serve as administrator of the Group for a fixed fee. From September 23, 2008 and onwards, based on management decision, Constellation Energy Commodities Group Limited no longer charges the Group any fee for this service.
 
After the sale of Constellation's interests to Seanergy, new agreements were made with other companies.  Therefore, Constellation does not provide any other services as of August 13, 2009.
 
(b) Statement of compliance
 
The condensed consolidated unaudited financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) IAS 34 Interim Financial Reporting. They do not include all information required for full annual financial statements, and should be read in connection with the consolidated financial statements of the Group as of and for the year ended December 31, 2008.
 
These condensed consolidated unaudited interim financial statements were approved by the Directors of the Group on July 27, 2009.

(c) Basis of measurement and functional presentation currency
 
The consolidated interim financial statements are prepared on a historical cost basis, except for the vessels and interest rate swaps which are measured at fair value.  The consolidated interim financial statements are presented in US dollars ($), which is the functional currency of the Group.  All financial information presented in US dollars has been rounded to the nearest thousand.
 
2
Significant accounting policies
 
Except as described below, the accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended December 31, 2008.
 
(i) Accounting for borrowing costs
 
In respect of borrowings costs relating to qualifying assets for which the commencement date for capitalization is on or after January 1, 2009, the Group capitalizes borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.  Previously, the Group immediately recognized all borrowing costs as an expense.  This change in accounting policy was due to the prospective adoption of IAS 23 Borrowing Costs (2007) in accordance with the transitional provisions of such standard; comparative figures have not been restated.  The change in accounting policy had no material impact on assets, profit or earnings per share in the interim period ended June 30, 2009.
 

 
F-30

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
(ii) Determination and presentation of operating segments
 
As of January 1, 2009 the Group determines and presents operating segments based on the information that internally is provided to the CEO, who is the Group's chief operating decision maker.  This change in accounting policy is due to the adoption of IFRS 8 Operating Segments.  Previously operating segments were determined and presented in accordance with IAS 14 Segment Reporting.  The new accounting policy in respect of segment operating disclosures is presented as follows.
 
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components.  An operating segment's operating results are reviewed regularly by the CEO to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.
 
Segment results that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.  Unallocated items comprise mainly corporate assets (primarily the Company's headquarters), head office expenses, and income tax assets and liabilities.
 
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other that goodwill.
 
(iii) Presentation of financial statements
 
The Group applies revised IAS 1 Presentation of Financial Statements (2007), which became effective as of January 1, 2009.  As a result, the Group presents in the consolidated statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of comprehensive income.  This presentation has been applied in these condensed interim financial statements as of and for the six months period ended on June 30, 2009.
 
Comparative information has been re-presented so that it also is in conformity with the revised standard.  Since the change in accounting policy only impacts presentation aspects, there is no impact on earnings per share.
 
3
Use of estimates and judgments
 
The preparation of these consolidated interim financial statements in accordance with IFRS, requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.  Actual results may differ from these estimates.
 
Estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.  The estimates and assumptions that have the most significant effect on the amounts recognized in the consolidated financial statements are estimations in relation to the revaluation of vessels, useful lives of vessels, impairment losses on vessels and trade accounts receivable.
 

 
F-31

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
During the six months ended June 30, 2009 management reassessed its estimates in respect of:
 
·
the fair value of vessels
 
·
the estimated loss of receivables
 
4
Financial risk management and capital management
 
The Group's financial risk management and capital management objectives and policies are consistent with those disclosed in the consolidated financial statements as of and for the year ended December 31, 2008.
 
5
Direct voyage expenses
 
   
2009
   
2008
 
Bunkers expenses
    (1,627 )     (1,555 )
Port expenses
    (421 )     (79 )
Tugs
    (186 )     (92 )
Agents and fees
    (53 )     (35 )
Other
    (237 )     (119 )
      (2,524 )     (1,880 )
 
6
Crew costs
 
   
2009
   
2008
 
Basic and supplementary wages
    (806 )     (1,374 )
Overtime
    (543 )     (481 )
Vacation
    (260 )     (232 )
Bonus
    (448 )     (156 )
Travelling expenses
    (147 )     (276 )
Victualling
    (122 )     (146 )
Other
    (20 )     (26 )
      (2,346 )     (2,691 )
 
Crew costs represent the amounts due to the crew on board the vessels under short-term contract, i.e. no more than 9 months.  The Group is not obliged to contribute to any pension plans or post-employment benefits for the crew on board.
 
7
Other operating expenses
 
   
2009
   
2008
 
Lubricants
    (885 )     (1,283 )
Stores and chemicals
    (367 )     (443 )
Repairs and maintenance
    (920 )     (1,152 )
Insurance
    (777 )     (691 )
Other
    (132 )     (106 )
      (3,081 )     (3,675 )
 

 
F-32

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
8
Financial income and expense
 
   
2009
   
2008
 
Financial income:
           
Interest income
    68       523  
Fair value of interest rate swaps
    2,279       2,791  
Other
    11       -  
      2,358       3,314  
Financial expense:
               
Interest expense
    (1,877 )     (5,234 )
Fair value of interest rate swaps
    -       (141 )
Other
    (76 )     (310 )
      (1,953 )     (5,685 )
Net finance (cost)/ income
    405       (2,371 )
 
9
Vessels
 
Cost
 
Vessels
   
Advances for vessels
   
Dry-docking
   
Total
 
Balance at January 1, 2008
    421,350       10,500       2,553       434,403  
Additions
    94,518       -       3,349       97,867  
Revaluation
    (142,239 )     -       -       (142,239 )
Transfers
    10,500       (10,500 )     -       -  
Disposals
    (72,691 )     -       -       (72,691 )
Balance at December 31, 2008
    311,438       -       5,902       317,340  
Additions
    22       -       -       22  
Reversal revaluation
    (68,972 )     -       -       (68,972 )
Impairment
    (64,440 )     -       -       (64,440 )
Balance at June 30, 2009
    178,048       -       5,902       183,950  

Accumulated depreciation
                       
                                 
Balance January 1, 2008
    (4,350 )     -       -       (4,350 )
Disposals
    5,587       -       -       5,587  
Depreciation
    (39,981 )     -       (1,843 )     (41,824 )
Balance December 31, 2008
    (38,744 )     -       (1,843 )     (40,587 )
                                 
Depreciation
    (13,304 )     -       (1,180 )     (14,484 )
Balance June 30, 2009
    (52,048 )     -       (3,023 )     (55,071 )
Net book value January 1, 2008
    417,000       10,500       2,553       430,053  
Net book value December 31, 2008
    272,694       -       4,059       276,753  
Net book value June 30, 2009
    126,000       -       2,879       128,879  
                                 
 

 
F-33

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
During the six months ended June 30, 2009 as a result of a decrease in demand for trade transportation and the global recession, prices for vessels deteriorated further.  Management received a valuation from an independent agent for the five vessels.  Based on this result, the fair value of the vessels is estimated at $ 126,000.  Therefore, management reduced the revaluation reserve by $ 68,972 and an amount of $ 64,440 was recorded as an impairment loss to the statement of comprehensive income.
 
10
Inventories
 
   
June 30, 2009
   
December 31, 2008
 
Lubricants
    640       658  
Bunkers
    506       559  
      1,146       1,217  
 
11
Trade accounts receivable and other assets
 
   
June 30, 2009
   
December 31, 2008
 
             
Charters
    4,604       1,083  
Prepayments
    1,538       942  
      6,142       2,025  
Impairment loss
    (164 )     -  
      5,978       2,025  
 
Taken into consideration the economic deterioration from 2008 and 2009, management has reassessed the risk of not collecting amounts from charters and as a result recorded an amount of $ 164 it believes will not be collectible.
 
In account "Charters" as of June 30, 2009 there is an amount due from freight of $ 3,000 approximately which should have been collected in June 2009 but was finally collected in July 2009.
 
12
Cash and cash equivalents
 
   
June 30, 2009
   
December 31, 2008
 
On demand
    103       574  
Term deposits
    29,850       34,536  
Cash and cash equivalents
    29,953       35,110  
 
13
Capital
 
Capital contributions:
 
The amounts shown in the consolidated balance sheet as capital contributions represent payments made by the shareholders of various dates to finance vessel acquisitions in excess of the amounts of the bank loans obtained.  There is no contractual obligation to repay the amounts.
 
The authorized, issued and outstanding share capital is divided into 500 registered shares of no par value.
 

 
F-34

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
14
Long-term debt
 
Long-term debt is analyzed as follows:
 
Borrower
   
June 30, 2009
     
December 31, 2008
 
Pulford Ocean
    27,331       28,914  
Lewisham Maritime
    25,004       26,453  
Rayford Navigation
    40,711       43,069  
Quex Shipping
    29,076       30,760  
Rossington Maritime
    20,350       21,529  
      142,472       150,725  
Less: Current portion
    16,573       16,573  
Long-term portion
    125,899       134,152  
 
The long-term debt, denominated in US Dollars, of BET Peformer, BET Scouter, BET Fighter, BET Prince, BET Commander and BET Intruder represents the amounts allocated to each vessel-owning company from the syndicated loan of $ 222,000 for the purchase of the vessel-owning companies.  The loan was allocated to each vessel-owning company based on the lower of the total amount of the loan $ 222,000 and 70% of the vessel acquisition cost.  As a result of the sale of BET Performer on July 10, 2008 the Group adjusted the amount outstanding proportionately to the remaining vessels.  The loan is repayable in sixteen equal semi-annual installments from the last drawdown but no later than June 20, 2015.
 
Details of the long term debt, for each of the vessel-owning companies are as follows:
 
Pulford Ocean:  At June 30, 2009, the outstanding balance was $ 27,331 (net of $ 125 deferred direct cost) payable in 12 equal semi-annual principal installments of $ 1,590 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 8,376 due in 2015.  At December 31, 2008 the total outstanding balance was $ 28,914 (net of $ 127 deferred direct cost) payable in 13 equal semi-annual principal installments of $ 1,590 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 8,376 due in 2015.
 
Lewisham Maritime:  At June 30, 2009, the outstanding balance was $ 25,004 (net of $ 107 deferred direct cost) payable in 12 equal semi-annual principal installments of  $ 1,454 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 7,663 due in 2015.  At December 31, 2008 the total outstanding balance was $ 26,453  (net of $ 117 deferred direct cost) payable in 13 equal semi-annual principal installments of  $ 1,454 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 7,663 due in 2015.
 
Rayford Navigation:  At June 30, 2009 the total outstanding balance was $ 40,711 (net of $ 181 deferred direct cost) payable in 12 equal semi-annual principal installments of $ 2,368 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 12,475 due in 2015.  At December 31, 2008 the total outstanding balance was $ 43,069 (net of $ 185 deferred direct cost) payable in 13 equal semi-annual principal installments of $ 2,368 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 12,475 due in 2015.
 

 
F-35

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
Quex Shipping:  At June 30, 2009, the outstanding balance was $ 29,076  (net of $ 127 deferred direct cost) payable in 12 equal semi-annual principal installments of  $ 1,691 plus interest at floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 8,911 due in 2015.  At December 31, 2008 the total outstanding balance was $ 30,760 (net of $ 135 deferred direct cost) payable in 13 equal semi-annual principal installments of $ 1,691 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 8,911 due in 2015.
 
Rossinghton Marine:  At June 30, 2009 the total outstanding balance was $ 20,350 (net of $ 95 deferred direct cost) payable in 12 equal semi-annual principal installments of $ 1,184 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 6,238 due in 2015.  At December 31, 2008 the total outstanding balance was $ 21,529 (net of $ 97 deferred direct cost) payable in 13 equal semi-annual principal installments of  $ 1,184 plus interest of floating rates (LIBOR plus a spread of 0.75%) with a balloon installment of $ 6,238 due in 2015.
 
The weighted average effective interest rate for all long-term debt for the year ended December 31, 2008 and June 30, 2009 was 4.91% and 1.119%, respectively.  Interest expense for the six months, June 30, 2009 and 2008 amounted to $ 1,877 and $ 5,234, respectively, and is included in finance expense in the consolidated statements of comprehensive income.
 
The principal repayments are as follows:
 
 
Years of
 maturity
 
1 year
or less
   
1 to 2
Years
   
2 to 5
years
   
More than
5 years
   
Total
 
                                 
December 31, 2008
2015
    16,573       33,145       49,718       51,289       150,725  
June 30, 2009
2015
    16,573       33,145       49,718       43,036       142,472  
 
The loans are subject to the same covenants as the December 31, 2008 financial statements.  Although, it is not required to test the covenant compliance on a basis less than twelve months, management has concluded that it is in breech of their covenants as of June 30, 2009.  As a result, on September 30, 2009, it entered into a supplemental agreement with the banks to pay an amount of $ 20,000 (Note 20).
 

 
F-36

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
15
Trade accounts payable
 
   
June 30, 2009
   
December 31, 2008
 
Suppliers
    1,240       1,453  
Insurance agents
    839       321  
Repairers
    51       109  
Agents
    148       208  
      2,278       2,091  

 
16
Accrued expenses
 
   
June 30, 2009
   
December 31, 2008
 
Masters' accounts
    402       390  
Other
    344       67  
      746       457  
 
17
Capital management
 
The Group has only ordinary shares.  There are no stock plans or options.
 
The Group and each entity seek to maintain a balance between long-term debt and capital.  There are no capital requirements.  In its funding strategy, the Group's objective is to maintain a balance between continuity of funding and flexibility through the use of debt.  The Group's policy with vessel acquisitions is that no more than 70% of the acquisition cost of vessels will be funded through borrowings.  For all acquisitions made, the bank financing was not more than 70% of the total acquisition costs.
 
The Management's policy is to maintain a strong capital base so as to maintain creditor and market confidence and to sustain future development of the business.  Management monitors the return on capital, which the Group defines as net operating income divided by total shareholder's equity.
 
18
Contingencies
 
Various claims, suits and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business.  In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operation of the Group's vessels.  Currently, management is not aware of any such contingent liabilities which should be disclosed or for which a provision should be established in the accompanying consolidated financial statements.
 
The Group accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure.  Currently, management is not aware of any such claims or contingent liabilities which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements.
 
Qualification of the BET fleet for US tax exemption for the 2008 and 2009 tax years has not yet been achieved and depends on approval from the US tax authorities for BET to make an election to be treated as a disregarded entity for those tax years.  If the US tax authorities do not approve of this election, then the vessels in the BET fleet will be subject to US taxation on their US source income for the 2008 and 2009 tax years.  Seanergy Maritime Holdings Corp., which acquired the 50% interest of Constellation in BET subsequent to period-end (refer to Note 20), has entered into an agreement with the parent company of Constellation for indemnification for any adverse tax consequences should the US tax authorities decide not to approve of the election.  Management believes that the US tax authorities decision will be favorable to the Company and consequently has not recorded any provision for this purpose.
 

 
F-37

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
19
Related parties
 
The directors of the Group do not receive remuneration for the non-executive services they offer.  The identity and the description of the other related parties of the Group are given below.
 
(a)
Enterprises Shipping and Trading SA (the "EST"):
 
Each vessel-operating company of the Group has a management agreement with EST, to provide technical and administration management services for a fixed fee per day for technical services and a fixed monthly fee for management services for each vessel in operation.  These fees for 2009 amounted to $608 (2008: $742) and are included under the caption as management fees in the consolidated unaudited statement of comprehensive income.
 
Management agreements with EST require the vessel-owning companies with vessels in operation, to make an interest-free advance of $750 each, to cover the working capital requirements arising on the handling of the majority of the expenditure.
 
(b)
Constellation Energy Commodities Group Limited:
 
The vessel-operating company has a commercial and administration management agreement with Constellation Energy Commodities Group Limited, under which commercial management services are provided to the lesser of (a) a fixed fee and (b) one per cent (1%) of gross hire or freight earned and administration services, in exchange for a fixed fee.  Such fees for 2009 amounted to $116 (2008: $258) and are included under the caption as management fees in the consolidated unaudited statement of comprehensive income.
 
The related balances are:
 
   
June 30, 2009
   
December 31, 2008
 
Due from related parties – current
           
EST
    3,441       832  
Constellation
    -       262  
Due from shareholders
    15,000       15,000  
      18,441       16,094  

Amounts due from shareholders results from management' decision to request an amount of $15,000 to be returned from dividends distributed in 2008.  Management expects these amounts to be returned during 2009.

   
June 30, 2009
   
December 31, 2008
 
Due to related parties – current
           
Constellation
    -       59  
      -       59  

 
 
F-38

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
The related party transactions included in the consolidated statements of comprehensive income are:
 
   
June 30, 2009
   
June 30,
2008
 
Management fees
           
EST
    (607 )     (742 )
Constellation
    (116 )     (258 )
      (723 )     (1,000 )
 
20
Subsequent events
 
On August 12, 2009, the 50% ownership interest of Constellation was purchased by Seanergy Maritime Holdings Corp.  The purchase price was $1 (1 USD) per share.  Concurrent with the closing of the acquisition, the Company has entered into a commercial brokerage agreement with Saf Bulk Maritime which is affiliated with members of the Restis family.
 
The Company has entered into a shareholder's agreement with the other shareholder, Mineral TRSP-Holdings, pursuant to which Seanergy will control BET's Board of Directors and appoint it's Managing Director.

 
 
F-39

 
 
BULK ENERGY TRANSPORT (HOLDINGS) LIMITED
Notes to Condensed Consolidated Unaudited Interim Financial Statements
June 30, 2009 and December 31, 2008
In thousands of U.S dollars, except for shares,
unless otherwise stated
 
On September 30, 2009, BET entered into a supplemental agreement with Citibank International PLC (as agent for the syndicate of banks and financial institutions set forth in the loan agreement) in connection with the $222,000 amortized loan obtained by the six wholly-owned subsidiaries of BET which financed the acquisition of their respective vessels. The material terms of the supplemental agreement with Citibank International PLC are as follows:
 
(1) The applicable margin for the period between July 1, 2009 and ends on June 30, 2010 (the amendment period) shall be increased to two per cent (2%) per annum.
 
(2) The borrowers are to pay the agent a restructuring fee of $286 and a part of the loan in the amount of $20,000.
 
(3) The borrowers and the corporate guarantor have requested and the creditors consented to:
 
 
(a)
temporary reduction of the security requirement during the amendment period from 125% to 100%;
 
 
(b)
temporary reduction of the minimum equity ratio requirement of the principal corporate guarantee to be amended from 0.30: 1.0 to 0.175:1.0 during the amendment period at the end of the accounting periods ending on December 31, 2009 and June 30, 2010.
 
 
 
F-40