EX-99.1 2 d726153dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

Knutsen Shuttle Tankers 13 AS Unaudited Financial Statements as of and for the six months ended June 30, 2013

Index to Knutsen Shuttle Tankers 13 AS Unaudited Financial Statements as of and for the six months ended June 30, 2013

 

Knutsen Shuttle Tankers 13 AS Unaudited Statement of Operations for the six months ended June 30, 2013

     2   

Knutsen Shuttle Tankers 13 AS Unaudited Balance Sheet as of June 30, 2013

     3   

Knutsen Shuttle Tankers 13 AS Unaudited Statement of Cash Flows for the six months ended June 30, 2013

     4   

Knutsen Shuttle Tankers 13 AS Notes to Unaudited Financial Statements as of and for the six months ended June 30, 2013

     5   

 

1


KNUTSEN SHUTTLE TANKERS 13 AS

Unaudited Statement of Operations

for the six months ended June 30, 2013

(In Norwegian Kroner, thousands)

 

     Six Months Ended
June 30, 2013
 

Operating income:

  

Operating income

     50,958  

Commission

     (909 )

Total operating income

     50,049   

Operating expenses:

  

Other operating expenses

     5,380  

Crew hire (note 13)

     6,587  

Administration (note 7)

     1,526  

Total operating expenses

     13,493  

Ordinary depreciation (note 4)

     13,223   

Operating income

     23,333  

Finance income (expense) :

  

Financial income (note 5)

     41  

Foreign exchange gain (loss)

     (3,545 )

Financial expenses (note 5)

     (10,448 )

Total finance income (expense)

     (13,952 )

Income before income taxes

     9,381  

Taxes (note 11)

     —     

Net income

     9,381  

Attributable to:

  

Other equity

     9,381   

Total

     9,381   

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

 

2


KNUTSEN SHUTTLE TANKERS 13 AS

Unaudited Balance Sheet

as of June 30, 2013

(In Norwegian Kroner, thousands)

 

     June 30,
2013
 

Assets

  

Fixed assets:

  

Vessel (notes 4 and 8)

     602,609  

Total Fixed Assets

     602,609  

Current assets:

  

Inventories (note 12)

     1,428  

Other current receivables

     523  

Current receivables due from group companies (note 6)

     2,440  

Bank deposits (note 3)

     16,421   

Total Current Assets

     20,812   

Total Assets

     623,421   

Shareholders’ Equity and Liabilities

  

Equity

  

Share capital (notes 9 and 10)

     200  

Share premium

     96,611  

Additional paid-in capital

     647  

Total Capital Paid-In

     97,458  

Retained Earnings

  

Other equity (note 9)

     9,381   

Total Shareholders’ Equity

     106,839   

Long-term liabilities:

  

Liabilities to financial institutions (note 8)

     506,782   

Total Long-Term Liabilities

     506,782   

Current liabilities

  

Trade creditors

     1,303   

Accrued interests (note 8)

     3,777   

Current liabilities due to group companies (note 6)

     2,527   

Current liabilities due to associated companies (note 6)

     571   

Other current liabilities

     1,622   

Total Current Liabilities

     9,800   

Shareholders’ Equity and Liabilities

     623,421  

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

 

3


KNUTSEN SHUTTLE TANKERS 13 AS

Unaudited Statement of Cash Flows

for the six months ended June 30, 2013

(In Norwegian Kroner, thousands)

 

     Six Months
Ended June 30,
2013
 

Net cash flow from operations

  

Generated from operations:

  

Net income

     9,381   

Depreciation

     13,223  

Amortization loan expenses

     1,209  

Foreign exchange gain (loss) mortgage debt

     455  

Total generated from operation

     24,268  

Change in working capital

     (13,180 )

Net cash flow from operation

     11,088  

Net cash flow from investments

  

Investments in vessels and newbuildings

     (289,871 )

Net cash flow from investments

     (289,871 )

Net cash flow from financing activities

  

Proceeds from issuance of long-term debt

     —     

Loan expenses

     (230 )

Repayment of long-term debt

     (11,467

Net change in group loans

     (25,688 )

Net cash flow from financing

     (37,385 )

Net cash flow for the period

     (316,168 )

+Cash balance as of January 1, 2013

     332,589   

Cash balance at balance end of period

     16,421  

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

 

4


KNUTSEN SHUTTLE TANKERS 13 AS

NOTES TO UNAUDITED FINANCIAL STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2013

(In Norwegian Kroner, thousands, unless otherwise indicated)

 

1) Accounting Principles

 

  (a) Basis of Preparation

The financial statements have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway (“NGAAP”).

The interim financial statements have been prepared solely to meet the requirements of Rule 3-05 of U.S. Securities and Exchange Commission Regulation S-X and do not present prior period comparative financial information for the period ended June 30, 2012.

 

  (b) Current Assets/Current Liabilities

Fixed assets are intended for long-term ownership and use. Other assets are classified as current assets. Short-term liabilities are due within one year or tied to the operation of the vessel. Other liabilities are classified as long-term liabilities. Current assets are valued at the lower of cost and fair value. Short-term liabilities are recorded at nominal value at the time of entering into such liabilities.

 

  (c) Fixed Assets and Dry-Docking

Yard installments paid on newbuildings are gradually recorded as fixed assets as the installments are paid. All costs regarding construction supervision, construction financing (including building loan interest and provision of guarantees), and purchases beyond the yard contract regarding the individual contract are also registered.

Newbuilding contracts are valued in accordance with the lower value of capitalized value and fair value (including time charter contracts entered by the newbuilding), if the loss is not considered temporary.

The total cost of the vessel is capitalized at delivery and depreciated linearly over the expected lifetime. Dry-docking expenses are capitalized and depreciated over the period until the next dry-docking. This is in line with the depreciation plan of the vessel and takes into account that the vessel is classified to operate for an additional period.

Dry-docking is carried out every fifth year for vessels younger than 15 years, and every 2.5 years for vessels older than 15 years. In the case of a newbuilding, a portion of the total cost of the vessel equal to the dry-docking cost is capitalized. Actual expenses related to repair and maintenance of the vessel are expensed when the work is executed.

The fixed assets are valued according to the lowest of the depreciated value and the market value unless the fall in value is assumed to be temporary.

 

  (d) Income

The income from the charter party is in U.S. dollars (“USD”), and income is recorded in the statement of operations when actually earned.

 

  (e) Transactions in Foreign Currency

Income and expenditures in foreign currency are converted according to the exchange rate in effect at the time of the transaction. All current assets and current liabilities in foreign currency are registered at the rate of exchange as of June 30, 2013. Realized foreign exchange gain and loss are registered as financial items. The debt is valued at the historical rate, to the extent that the future net nominal income flow exceeds the borrowed amount. To the extent that long-term debt exceeds the net nominal income flow, the unrealized foreign exchange loss on the exceeding amount is recorded.

 

5


Realized and unrealized profit and loss on foreign exchange are recorded as financial income/expenses.

Principal exchange rates

 

(NOK per)

          As of June 30,
2013
     As of December 31,
2012
     As of December 31,
2011
     As of June 30,
2013
     As of December 31,
2012
     As of December 31,
2011
 
            Period ending rate      Weighted average period rate  

1 U.S. Dollar

     USD         6.0267        5.5912        6.0065         5.7275        5.8191        5.6079   

1 Euro

     EUR         7.8651        7.3756        7.7718         7.5212        7.4805        7.7974   

1 Pound Sterling

     GBP         9.1910        9.0399        9.2695         8.8384        9.2216        8.9864   

100 Japanese Yen

     JPY         6.0974        6.4946        7.7433         6.0024        7.3006        7.0374   

100 Danish kroner

     DKK         105.45        98.86        104.55         100.88        100.50        104.65   

 

  (f) Interest-Bearing Loans and Borrowings

All loans and borrowings are initially recognized at cost, being the fair value of the consideration received net of issue costs associated with the borrowing. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest method. Any difference between proceeds (net of transaction costs) and the redemption value is recorded in the profit and loss over the period of the interest-bearing liabilities. Amortized cost is calculated by taking into account any issue costs and any discount or premium on settlement. Gains and losses are recognized in the net profit and loss statement when the liabilities are devalued or depreciated, as well as through the amortization process.

 

  (g) Inventories

Inventories are valued according to the net realizable value principle.

 

  (h) Tax

The tax expense in the income statement includes both tax payable and changes in deferred tax. Deferred tax is calculated at 27% on the basis of temporary differences between accounting and tax values and tax loss carried forward at the year end. Knutsen Shuttle Tankers 13 AS (the “Company”) is taxed based on the shipping tax regime. This means that a company is not taxed on the basis of its operating income. Instead, a company is taxed based upon an annual tax of 28% on the company’s net financial income. Additionally, a company within the shipping tax regime pay a tonnage tax based on the size of the company’s operated vessels. Tonnage tax is classified as an operating expense. A company should meet certain requirements to be within the regime, such as ownership of only ships or shares in shipping companies and ownership of only certain types of financial assets.

 

  (i) Cash Flow Hedges

The effective portion of the gain or loss on the hedging instrument is not recorded, while any ineffective portion is recognized immediately in the statement of profit or loss as foreign exchange gain/loss.

 

  (j) Statement of Cash Flows

The statement of cash flows is presented using the indirect method of NGAAP. The liquidity balance is defined as the sum of cash, bank deposits and other short-term liquid deposits.

 

  (k) Going Concern

The financial statements have been prepared under the assumption of a going concern.

 

2) Contracts

The Company has secured employment of the Carmen Knutsen with a five-year time charter contract that has three, one-year options to extend its term, with Repsol Sinopec Brasil, B.V. from delivery in the beginning of 2013. KNOT Management AS operates for the vessel as a manager on behalf of the Company in accordance with a management agreement.

 

3) Bank Deposits

The Company does not have any restricted bank funds as of June 30, 2013.

 

6


4) Fixed Assets

 

(In Norwegian Kroner, thousands)    Six Months
Ended
June 30, 2013
 

Vessel:

  

Historical value as of January 1, 2013

     325,960  

Accumulated depreciation as of January 1, 2013

     —     

Book value as of January 1, 2013

     325,960   

Additions

     278,547   

Less: Ordinary depreciation

     12,090   
  

 

 

 

Book value as of June 30, 2013

     592,417   
  

 

 

 

Dry-docking:

  

Capitalized dry-docking as of January 1, 2013

     —     

Additions

     11,325   

Less: Ordinary depreciation

     1,133   
  

 

 

 

Book value as of June 30, 2013

     10,192   
  

 

 

 
  
  

 

 

 

Total book value of vessel as of June 30, 2013

     602,609   
  

 

 

 

 

5) Financial Income and Expenses

 

(In Norwegian Kroner, thousands)    Six Months
Ended
June 30, 2013
 

Financial income:

  

Interest income from group companies/related parties

     40  

Other interest income

     1  

Total financial income

     41  
  

 

 

 

Financial expenses:

  

Interest expenses

     7,880  

Other financial expenses

     2,568   

Total financial expenses

     10,448  
  

 

 

 

 

6) Balances to Group Companies and Associated Companies

 

(In Norwegian Kroner, thousands)    Six Months
Ended
June 30, 2013
 

Short-term receivable due from group companies:

  

Knutsen Bøyelaster VIII KS

     1  

Knutsen NYK Offshore Tankers AS

     2,439  

Total

     2,440  
  

 

 

 

Current liabilities due to group companies:

  

Knutsen Bøyelaster III KS

     6   

Knutsen Shuttle Tankers 3 AS

     8   

KNOT Management AS

     2,513   

Total

     2,527  
  

 

 

 

Current liabilities due to associated companies:

  

Knutsen OAS Shipping AS

     570  

Knutsen OAS Crewing AS

     1   

Total

     571  
  

 

 

 

 

7


7) Remuneration

The Company has not paid salary or any other remuneration, nor given any loan or guarantees, to the managing director, any leading person or board members during the six-month period ended June 30, 2013.

 

(In Norwegian Kroner, thousands)    Six Months
Ended
June 30, 2013
 

Audit

     7   

Tax advice

     —     

Other services besides audit

     19  

Total

     26  
  

 

 

 

 

8) Mortgage Debt and Financial Instruments

 

(In thousands)    USD      Historical exchange
rate
     Exchange rate
as of June 30,
2013
     NOK  

$93 million secured loan facility (the “Carmen Facility”)

     91,063         5.6847         5.6847         517,663   

Deferred debt issuance

              (10,881

Total

              506,782  
           

 

 

 

Current portion:

           

USD-loan

     7,750               44,056  

Deferred debt issuance

              (2,418

Total

              41,638  
           

 

 

 

The U.S. dollar (“USD”)/Norwegian Kroner (“NOK”) exchange rate as of June 30, 2013 was 6.0267.

Estimated outstanding debt after five years is $52 million. Future income flows from fixed contracts in USD exceed debt in USD. Therefore, no foreign exchange gains on USD-denominated debt on the basis of the exchange rate as of June 30, 2013 have to be recognized. The foreign exchange currency loss if recorded would have been NOK 31.1 million.

Security for the Carmen Facility is made through a first-priority mortgage in the vessel, assignment of income, pledged bank deposit, factoring agreement, pledge of shares in the Company and guarantees from the owner.

Book value of mortgaged assets is NOK 623 million.

 

8


The Company has aimed to reduce the market risk by entering financial contracts. The Company has entered long-term freight contracts in USD, with the intention of having income, vessel investment and loans in the same currency in order to minimize the effects of exchange rate fluctuations.

 

9) Equity

 

(In Norwegian Kroner, thousands)    Share capital      Share
Premium
     Additional
paid-in
capital
     Other equity      Total equity  

Equity as of January 1, 2013

     200         96,611         647         —           97,458   

Net income for the six months ended June 30, 2013

     —           —           —           9,381         9,381  

Total equity as of June 30, 2013

     200         96,611         647         9,381         106,839  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Share capital consists of 100 shares at NOK 2,000 per share. The Company is a wholly owned subsidiary of Knutsen NYK Offshore Tankers AS. Financial statements for the group can be obtained at the Company’s registered office, Smedasundet 40, 5529 Haugesund.

 

10) Shares Owned by Board Members and Affiliates

Trygve Seglem, Chairman, controls TS Shipping Invest AS, which owns 50 % of the parent company Knutsen NYK Offshore Tankers AS.

 

11) Tax

The Company is taxed based on the shipping tax regime. This means that a company is not taxed on the basis of its operating income. Instead, a company is taxed based upon an annual tax of 28% on the company’s net financial income. Additionally, a company within the shipping tax regime pay a tonnage tax based on the size of the company’s operated vessels. Tonnage tax is classified as an operating expense. A company should meet certain requirements to be within the regime, such as ownership of only ships or shares in shipping companies and ownership of only certain types of financial assets.

Below is a specification of the temporary differences as of June 30, 2013:

 

(In Norwegian Kroner, thousands)    As of
June 30,
2013
    Change     As of
January 1,
2013
 

Loss carried forward

     (10,817     (4,522     (6,295

Basis for deferred tax (benefit)

     (10,817     (4,522     (6,295

Deferred tax (benefit)

     (2,921     (1,158     (1,763

Deferred tax (benefit) booked

     —          —          —     
  

 

 

   

 

 

   

 

 

 

 

9


Taxable result shipping tax regime:

 

(In Norwegian Kroner, thousands)    As of June 30,
2013
 

Net financial items:

     (13,952

Non-deductible currency loss

     2,571  

Deductible building loan interest registered on vessel

     —     

Interest deduction

     6,859   
  

 

 

 

Taxable income before loss carried forward

     (4,522 )
  

 

 

 

Change in loss carried forward

     (4,522
  

 

 

 

Taxable income

     —     
  

 

 

 

Tax payable

     —     

Change in deferred tax

     —     

Tax expense

     —     
  

 

 

 

 

12) Inventories

Inventories amounting to NOK 1,427,876 in 2013 refer to lube oil and stores as of June 30, 2013. Due to the fact that the Carmen Knutsen is contracted on a time charter, bunkers and bunkers stock are for the charterer’s account.

 

13) Crew Hire

The Company has no employees and hires all of its crew from Knutsen OAS Shipping AS in accordance with a separate management agreement.

 

(In Norwegian Kroner, thousands)    June 30, 2013  

Specification:

  

Salaries, etc.

     4,920  

Social Security fees

     296   

Other salary-related benefits

     1,371  

Total

     6,587  
  

 

 

 

 

10