SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of February 2016

Commission File Number 001-32640

DHT HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)

Clarendon House
2 Church Street, Hamilton HM 11
Bermuda
 (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F   Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____


Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
 
 

 
 

 
 
The press release issued by DHT Holdings, Inc. (the “Company”) on February 3, 2016 related to its results for the fourth quarter of 2015 and its declaration of a quarterly dividend is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
 
 
 
 
 
 
 
 
 


 
 
   Exhibit List
 
 
 
 
Exhibit
 
Description
     
99.1
 
Press Release dated February 3, 2016
 
 
 

 

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
    DHT Holdings, Inc.    
    (Registrant)    
         
Date: February 5, 2016
By:
/s/ Eirik Ubøe    
    Name: Eirik Ubøe    
    Title:   Chief Financial Officer    
         
 

 



 
Exhibit 99.1
 
 

 
DHT Holdings, Inc. fourth quarter 2015 results

HAMILTON, BERMUDA, February 3, 2016 – DHT Holdings, Inc. (NYSE:DHT) (“DHT” or the “Company”) today announced:

Financial and operational highlights:

USD mill. (except per share)
Q4 2015
Q3 2015
Q2 2015
Q1 2015
Q4 2014
2015
2014
Net Revenue1
80.0
74.7
68.1
73.5
47.3
296.3
101.5
EBITDA
59.6
54.8
49.5
51.0
25.6
214.8
40.6
Net Income
32.42
27.5
22.2
23.2
28.53
105.42
12.93
EPS – basic
0.352
0.30
0.24
0.25
0.31
1.132
0.18
EPS – diluted8
0.312
0.27
0.22
0.23
0.31
1.042
0.18
Interest bearing debt
662.5
621.9
628.2
654.4
661.3
662.5
661.3
Cash
166.84
158.2
137.1
176.5
166.7
166.84
166.7
Dividend5
0.21
0.18
0.15
0.15
0.05
0.69
0.11
Fleet (dwt)6
6,556,637
6,709,560
6,709,560
6,709,560
6,709,560
6,556,637
6,709,560
Spot exposure7
49.9%
44.4%
46.3%
61.5%
61.4%
50.5%
58.2%
Unscheduled off hire7
0.17%
0.18%
0.31%
0.13%
0.15%
0.20%
0.55%
Scheduled off hire7
1.50%
0%
0.40%
0%
0%
0.50%
2.4%

Highlights of the quarter:

· EBITDA for the quarter of $59.6 million. Net income for the quarter of $32.4 million ($0.35 per basic share). Net income includes a loss of $0.8 million related to the sale of the DHT Trader.

· The Company’s VLCCs operating in the spot market achieved time charter equivalent earnings of $62,200 per day in the fourth quarter of 2015. The Company achieved $58,700 per day for its spot VLCC fleet for the full year 2015 excluding profit sharing under time charter.

· In accordance with the dividend policy announced on July 22, 2015 the Company will pay a dividend of $0.21 per common share for the quarter payable on February 24, 2016 for shareholders of record as of February 16, 2016.



1Net of voyage expenses.
2Q4 2015 and 2015 includes a loss of $0.8 million related to the sale of the DHT Trader.
3 Includes reversal of prior impairment charges totaling $31.9 million.
4 The cash balance as of December 31, 2015 includes $50 million relating to the financing for DHT Leopard which was drawn on December 29, 2015 in advance of the delivery of the DHT Leopard on January 4, 2016.
5 Per common share.
6 Q4 2015 and 2015 include five newbuildings totaling 1,499,500 dwt to be delivered in 2016.  2014 and Q4 2014 – Q3 2015 include six newbuildings totaling 1,799,400 dwt to be delivered in 2015/2016.
7 As % of total operating days in period.
8 Diluted shares include the dilutive effect of the convertible senior notes and restricted shares granted to management and members of the board of directors.
 
 
1


 
· During the quarter the Company extended at higher rates the time-charters for three of its VLCCs to oil majors. The vessels Samco Europe, Samco Taiga and Samco Redwood have been extended for one, two and two years respectively, at a daily rate of $53,200, $45,000 and $47,300 respectively. In January 2016, the Company entered into a one year time charter for the 1999 built VLCC DHT Phoenix at a rate of $45,000 per day commencing in early March 2016. These extensions and new contract secure 2,165 days of time-charter equivalent earnings at a combined value of about $101 million.

· On November 23, 2015 and January 4, 2016 the Company took delivery of the first two of its six VLCC newbuildings from Hyundai Heavy Industries (HHI). The vessels are named DHT Jaguar and DHT Leopard and are trading in the spot market. The remaining four newbuildings will be delivered from March to October 2016. The newbuildings are all fully funded and are expected to contribute significantly to the company's earnings power.

· In December 2015 the Company sold the DHT Trader, a 2000 built Suezmax for $26.5 million. The entire net proceeds were applied to repay debt under the RBS facility and is in support of the company's announced capital allocation policy. The company booked a loss of $0.8 million in the quarter in connection with the sale. The sale is in support of the company's fleet renewal and occurred in a period during which the company took delivery of two VLCC newbuildings.

· As of December 31, 2015, the Company’s cash balance was $166.8 million. The cash balance includes $50 million relating to the financing for DHT Leopard which was drawn on the Nordea/DNB credit facility on December 29, 2015 in advance of the delivery of the DHT Leopard on January 4, 2016.

· As part of the Company’s capital allocation policy announced on July 22, 2015, the Company prepaid $26.8 million of bank debt in October 2015.  The $26.8 million consists of $22.9 million remaining outstanding under the DHT Eagle credit facility that had final maturity in May 2016 as well as $3.9 million under the RBS credit facility.

· After the end of Q4 2015, the company prepaid the credit facility for DHT Hawk and DHT Falcon in its entirety, $42.0 million, as well as a $4.9 million prepayment on the RBS credit facility. In connection with these prepayments the Company will record a non-cash finance expense of $0.9 million in the first quarter of 2016 related to unamortized upfront fees.

· On February 2, 2016, the Company repurchased $3.0 million of its convertible senior notes due 2019 in the open market at a price of 99% of par.

· DHT's board of directors has approved the repurchase of up to $50 million of DHT securities.  DHT's board of directors and management team believe that DHT’ securities - its common stock and convertible senior notes - currently represent an attractive investment opportunity, and repurchasing such securities will likely constitute a part of the company's capital allocation strategy during 2016. The repurchase program authorizes DHT to purchase its securities through open market purchases, negotiated transactions or other means in accordance with applicable securities laws. The repurchase program has been authorized through February 2017 and may be suspended or discontinued at any time.  Any shares of DHT common stock acquired by DHT will be available for reissuance. DHT had approximately 93.2 million shares of common stock outstanding as of February 2, 2016.   DHT intends to fund its capital allocation policy (including any repurchase of securities) with future cash flow.
 
· The Company has revised the capital allocation policy announced on July 22, 2015 as follows: DHT intends to return at least 60% of its ordinary net income (adjusted for extraordinary items) to shareholders as quarterly cash dividends.  Further, DHT intends to allocate surplus cash flow, after paying such quarterly cash dividends, to delever its balance sheet, to repurchase its own securities, or for general corporate purposes.  The extent and allocation will depend on market conditions and other corporate considerations.  DHT will apply its updated capital allocation policy starting with the first quarter of 2016.
 
 

2


 
· DHT has a fleet of 20 VLCCs (including four VLCCs under construction at HHI to be delivered fairly evenly spread between March and October 2016), one Suezmax and two Aframaxes as well as a 50% ownership in Goodwood Ship Management. Of the 19 vessels in operation, six of the VLCCs, the Suezmax and the two Aframaxes are on fixed rate time charters and 10 VLCCs have spot market exposure. For more details on the fleet, please refer to our web site: http://dhtankers.com/index.php?name=About_DHT%2FFleet.html.

Fourth Quarter 2015 Financials

We reported shipping revenues for the fourth quarter of 2015 of $94.6 million compared to shipping revenues of $72.9 million in the fourth quarter of 2014. The increase from the 2014 period to the 2015 period was due to a stronger market as well as the delivery of the VLCC DHT Jaguar in November 2015.

Voyage expenses for the fourth quarter of 2015 were $14.7 million, compared to voyage expenses of $25.6 million in the fourth quarter of 2014. The decrease was mainly due to lower bunker cost for the vessels in the spot market.

Vessel operating expenses for the fourth quarter of 2015 were $15.4 million, compared to $14.7 million in the fourth quarter of 2014. The increase was among others due to the delivery of the VLCC DHT Jaguar in November 2015. The operating expenses in the 2015 and the 2014 period include $0.9 million in French Flag component being reimbursable from the respective clients time-chartering the four vessels in question with the reimbursement recorded as part of shipping revenues.

Depreciation and amortization, including depreciation of capitalized survey expenses, was $20.1 million for the fourth quarter 2015, compared to $19.1 million in the fourth quarter of 2014. The increase was mainly due to the delivery of the VLCC DHT Jaguar in November 2015. In connection with the sale of the DHT Trader in December 2015 we booked a loss of $0.8 million.

General & administrative expense (“G&A”) for the fourth quarter 2015 was $5.1 million, consisting of $3.3 million cash and $1.8 million non-cash, compared to $7.0 million in the fourth quarter of 2014.

Net financial expenses for the fourth quarter of 2015 were $6.2 million compared to $9.8 million in the fourth quarter of 2014. The decrease from the 2014 period is due to fair value gain on derivative financial instruments of $2.2 million in Q4 2015 compared to $0.5 million in Q4 2014, a reduction in interest expense of $1.3 million and a reduction in other financial expenses of $0.6 million as the 2014 period included costs relating to the refinancing of the three Samco credit facilities.

We had net income in the fourth quarter of 2015 of $32.4 million, or $0.35 per basic share and $0.31 per diluted share, compared to net income of $28.5 million, or $0.31 per basic share and $0.31 per diluted share in the fourth quarter of 2014. The 2014 period included a reversal of previously recognized impairment charges totaling $31.9 million.

Net cash provided by operating activities for the fourth quarter of 2015 was $53.3 million compared to $17.6 million for the fourth quarter 2014.  The increase is mainly due to higher freight rates in the 2015 period.

 

3


 
Net cash used in investing activities for the fourth quarter of 2015 was $66.9 million comprising $91.7 million related to investment in vessels under construction and $1.8 million related to capital expenditures in connection with a drydocking offset by $26.5 million related to the sale of the DHT Trader. Net cash used in investing activities for the fourth quarter of 2014 was $1.6 million related to vessel capital expenses.

As of December 31, 2015, the Company had paid pre-delivery installments totaling $208.1 million for the five newbuildings not yet delivered.  The remaining pre-delivery payments totaling $28.3 million are due with $18.5 million in the first quarter of 2016 and $9.7 million in the second quarter of 2016. The final payments at delivery of the vessels totaling $237.9 million will be funded with bank debt financing that has been secured.

Net cash provided by financing activities for the fourth quarter of 2015 was $22.2 million comprising $99.4 related to issuance of new debt for two newbuildings offset by $16.7 million related to cash dividend paid and $60.5 million in repayment of long term debt.  The $99.4 million in issuance of new debt includes $50 million related to the DHT Leopard which was delivered on January 4, 2016.  Net cash provided by financing activities for the fourth quarter of 2014 was $16.3 million. In the fourth quarter of 2014 we completed the refinancing of three of four Samco credit facilities and financed the DHT Condor with a credit facility generating net proceeds of $295.6 million after expenses.  Total repayment of long term debt in the fourth quarter including the repayment related to the refinancing of the three Samco credit facilities amounted to $277.8 million.

We declared a cash dividend of $0.21 per common share for the fourth quarter of 2015 payable on February 24, 2016 for shareholders of record as of February 16, 2016.

We monitor our covenant compliance on an ongoing basis. As of the date of our most recent compliance certificates submitted for the fourth quarter of 2015, we remain in compliance with our financial covenants.

As of December 31, 2015, our cash balance was $166.8 million, compared to $166.7 million as of December 31, 2014. The cash balance as of December 31, 2015 includes $50 million relating to the financing for DHT Leopard which was drawn on the Nordea/DNB credit facility on December 29, 2015 in advance of the delivery of the DHT Leopard on January 4, 2016.

As of December 31, 2015, we had 92,909,936 shares of our common stock outstanding compared to 92,510,086 as of December 31, 2014.


2015 Financials

We reported shipping revenues for 2015 of $365.1 million compared to shipping revenues of $150.8 million in 2014. The increase was due to a larger fleet including the addition of seven vessels through the Samco acquisition in September 2014 and a stronger market.

Voyage expenses for 2015 were $68.9 million compared to voyage expenses of $49.3 million in 2014. The increase was mainly due an increase in the fleet and more vessels operating in the spot market offset by lower bunkers prices in 2015.

Vessel operating expenses for 2015 were $59.8 million, compared to $42.8 million in 2014. The increase was due to an increase in the fleet. The operating expenses in 2015 and the 2014 include $3.4 million and $1.1 million respectively, in French Flag component being reimbursable from the respective clients time-chartering the four vessels in question with the reimbursement recorded as part of shipping revenues.
 


4


 
Depreciation and amortization, including depreciation of capitalized survey expenses, was $78.7 million for 2015, compared to $45.1 million in 2014. The increase was mainly due to an increase in the fleet. In connection with the sale of the DHT Trader in December 2015 we booked a loss of $0.8 million.

G&A for 2015 was $21.6 million, consisting of $14.2 million cash and $7.4 million non-cash, compared to $18.1 million consisting of $14.9 million cash and $3.2 million non-cash in 2014. G&A for 2015 reflects the addition of the Samco organization from September 2014 and building up DHT’s in-house commercial department.

Net financial expenses for 2015 were $29.9 million compared to $14.4 million in 2014.  The increase is mainly due to an increase in debt related to vessels acquired in September 2014, the issue of the $150 million convertible senior notes in September 2014 and the expense related to previously unamortized upfront fees related to the financing of the Samco Scandinavia that was refinanced in the second quarter of 2015 partly offset by fair value gain on derivative financial instruments of $3.6 million in 2015 compared to $0.5 million in 2014. 

We had net income for 2015 of $105.3 million, or $1.13. per basic share and $1.04 per diluted share, compared to net income of $12.9 million, or $0.18 per basic share and $0.18 per diluted share in 2014. Net income for 2014 included a reversal of previously recognized impairment charges totalling $31.9 million.

Net cash provided by operating activities for 2015 was $174.0 million compared to $30.6 million for 2014.  The increase is mainly due to an increase in the fleet and higher freight rates in the 2015 period offset by increases in accounts receivables and reduction in accounts payables in 2015.

Net cash used by investing activities for 2015 was $118.3 million mainly related to pre-delivery installments for VLCC newbuildings ordered totaling $142.6 million offset by $26.5 million related to the sale of DHT Trader. Net cash used by investing activities for 2014 was $551.3 million mainly related to the net investment in Samco of $256.3 million, the acquisition of three VLCCs totaling $148.0 million, pre-delivery installments of $133.9 million related to VLCC newbuildings ordered and capital expenses related to drydockings totaling $8.9 million.

As of December 31, 2015, the Company had paid pre-delivery installments totaling $208.1 million for the five newbuildings not yet delivered.  The remaining predelivery payments totaling $28.3 million are due with $18.5 million in the first quarter of 2016 and $9.7 million in the second quarter of 2016. The final payments at delivery of the vessels totaling $237.9 million will be funded with bank debt financing that has been secured.

Net cash used in financing activities for 2015 was $55.5 million comprising $99.4 in issuance of new debt related to two newbuildings offset by $49.2 million related to cash dividend paid and $105.7 million in repayment of long term debt. The $99.4 million in issuance of new debt includes $50 million related to the DHT Leopard which was delivered on January 4, 2016. Net cash provided by financing activities for 2014 was $561.3 million. In the first quarter of 2014 we completed a registered direct offering of 30,300,000 shares generating net proceeds of $215.7 million after expenses and issued long term debt of $47.4 million. In the third quarter of 2014 we completed a registered direct offering of 23,076,924 shares generating net proceeds of $144.6 million after placement agent fees and expenses and we issued convertible senior notes generating net proceeds of $145.9 million after placement agent fees and expenses. In the fourth quarter of 2014 we completed the refinancing of three of the four Samco credit facilities and financed the DHT Condor with a credit facility generating net proceeds of $295.6 million after expenses.  Total repayment of long term debt in 2014 including the repayment related to the refinancing of the three Samco credit facilities amounted to $281.8 million.
 


5


 
As of December 31, 2015, our cash balance was $166.8 million, compared to $166.7 million as of December 31, 2014. The cash balance as of December 31, 2015 includes $50 million relating to the financing for DHT Leopard which was drawn on the Nordea/DNB credit facility on December 29, 2015 in advance of the delivery of the DHT Leopard on January 4, 2016.

As of December 31, 2015, we had 92,909,936 shares of our common stock outstanding compared to 92,510,086 as of December 31, 2014.


Reconciliation of Non-GAAP financial measures ($ in thousands)
 
 
     
Q4 2015
     
Q3 2015
     
Q2 2015
     
Q1 2015
     
Q4 2014
     
2015
     
2014
 
Reconciliation of Net Revenue and EBITDA
                                                       
                                                         
Shipping revenues
   
94,647
     
91,962
     
82,870
     
95,635
     
72,853
     
365,114
     
150,789
 
Voyage expenses
   
(14,678
)
   
(17,224
)
   
(14,787
)
   
(22,175
)
   
(25,570
)
   
(68,864
)
   
(49,333
)
Net Revenue
   
79,969
     
74,738
     
68,082
     
73,460
     
47,283
     
296,250
     
101,455
 
                                                         
Vessel operating expenses
   
(15,351
)
   
(15,386
)
   
(14,038
)
   
(15,020
)
   
(14,712
)
   
(59,795
)
   
(42,761
)
General and administrative expenses
   
(5,065
)
   
(4,569
)
   
(4,538
)
   
(7,435
)
   
(6,968
)
   
(21,607
)
   
(18,062
)
EBITDA
   
59,554
     
54,783
     
49,507
     
51,005
     
25,603
     
214,848
     
40,632
 

 
EARNINGS CONFERENCE CALL AND WEBCAST INFORMATION

DHT will host a conference call and webcast which will include a slide presentation at 8:00 a.m. EST on Thursday February 4, 2016 to discuss the results for the quarter.  All shareholders and other interested parties are invited to join the conference call, which may be accessed by calling 1 646 254 3388 within the United States, 23162729 within Norway and +44 20 3140 8286 for international callers. The passcode is “DHT”.  The webcast of the conference call including a slide presentation will be available in the Investor Relations section on DHT's website at http://www.dhtankers.com.

An audio replay of the conference call will be available through February 10, 2016.  To access the replay, dial 1 347 366 9565 within the United States, 21000498 within Norway or +44 20 3427 0598 for international callers and enter 1738140# as the pass code.

About DHT Holdings, Inc.
DHT is an independent crude oil tanker company. Our fleet trades internationally and consists of crude oil tankers in the VLCC, Suezmax and Aframax segments. We operate through our integrated management companies in Oslo, Norway and Singapore. You shall recognize us by our business approach with an experienced organization with focus on first rate operations and customer service, quality ships built at quality shipyards, prudent capital structure with robust cash break even levels to accommodate staying power through the business cycles, a combination of market exposure and fixed income contracts for our fleet and a transparent corporate structure maintaining a high level of integrity and good governance.  For further information: www.dhtankers.com.


6


 
Forward Looking Statements

This press release contains certain forward-looking statements and information relating to the Company that are based on beliefs of the Company's management as well as assumptions, expectations, projections, intentions and beliefs about future events, in particular regarding dividends (including our dividend plans, timing and the amount and growth of any dividends), daily charter rates, vessel utilization, the future number of newbuilding deliveries, oil prices and seasonal fluctuations in vessel supply and demand. When used in this document, words such as "believe," "intend," "anticipate," "estimate," "project," "forecast," "plan," "potential," "will," "may," "should" and "expect" and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.  These statements reflect the Company's current views with respect to future events and are based on assumptions and subject to risks and uncertainties.  Given these uncertainties, you should not place undue reliance on these forward-looking statements.  These forward-looking statements represent the Company's estimates and assumptions only as of the date of this press release and are not intended to give any assurance as to future results.  For a detailed discussion of the risk factors that might cause future results to differ, please refer to the Company's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on March 19, 2015.

The Company undertakes no obligation to publicly update or revise any forward-looking statements contained in this press release, whether as a result of new information, future events or otherwise, except as required by law.  In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and the Company's actual results could differ materially from those anticipated in these forward-looking statements.

CONTACT:
Eirik Ubøe, CFO
Phone: +1 441 299 4912 and +47 412 92 712
E-mail: eu@dhtankers.com


7










DHT HOLDINGS, INC.




UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015


 
 
 
 
 
 
 

 


8


 
DHT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
($ in thousands except per share amounts)
 
ASSETS
 
Note
   
December 31, 2015
   
December 31, 2014
 
Current assets
           
Cash and cash equivalents
     
$
166,775
     
166,684
 
Accounts receivable and accrued revenues
   
9
     
40,093
     
28,708
 
Prepaid expenses
           
2,540
     
972
 
Bunkers, lube oils and consumables
           
8,844
     
15,906
 
Total current assets
         
$
218,251
     
212,271
 
                         
Non-current assets
                       
Vessels and time charter contracts
   
6
   
$
986,597
     
988,168
 
Advances for vessels under construction
   
6
     
215,401
     
174,496
 
Other property, plant and equipment
           
579
     
463
 
Investment in associated company
           
2,976
     
2,697
 
Total non-current assets
         
$
1,205,553
     
1,165,825
 
                         
Total assets
         
$
1,423,805
     
1,378,095
 
                         
LIABILITIES AND STOCKHOLDERS' EQUITY
                       
Current liabilities
                       
Accounts payable and accrued expenses
         
$
13,935
     
29,999
 
Derivative financial liabilities
           
3,058
     
3,518
 
Current portion long term debt
   
5
     
32,267
     
31,961
 
Deferred shipping revenues
           
3,575
     
2,428
 
Total current liabilities
         
$
52,835
     
67,906
 
                         
Non-current liabilities
                       
Long term debt
   
5
   
$
630,201
     
629,320
 
Derivative financial liabilities
           
2,876
     
6,019
 
Total non-current liabilities
         
$
633,077
     
635,339
 
                         
Total liabilities
         
$
685,912
     
703,245
 
                         
Stockholders' equity
                       
Stock
   
7.8
   
$
929
     
925
 
Additional paid-in capital
   
7.8
     
878,236
     
873,522
 
Accumulated deficit
           
(147,945
)
   
(204,011
)
Translation differences
           
(232
)
   
(296
)
Other reserves
           
6,904
     
4,712
 
Total stockholders equity
         
$
737,893
     
674,851
 
                         
Total liabilities and stockholders' equity
         
$
1,423,805
     
1,378,095
 
 
 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 



 
DHT HOLDINGS, INC.

CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)
($ in thousands except per share amounts)
 
 
         
Q4 2015
     
Q4 2014
   
12 months 2015
   
12 months 2014
 
   
Note
   
Oct. 1 - Dec. 31, 2015
   
Oct. 1 - Dec. 31, 2014
   
Jan. 1 - Dec. 31, 2015
   
Jan. 1 - Dec. 31, 2014
 
Shipping revenues
     
$
94,647
     
72,853
   
$
365,114
     
150,789
 
                                     
Operating expenses
                                   
Voyage expenses
       
(14,678
)
   
(25,570
)
   
(68,864
)
   
(49,333
)
Vessel operating  expenses
       
(15,351
)
   
(14,712
)
   
(59,795
)
   
(42,761
)
Depreciation and amortization
   
6
     
(20,099
)
   
(19,078
)
   
(78,698
)
   
(45,124
)
Reversal of impairment charges
   
6
     
-
     
31,900
     
-
     
31,900
 
Profit /( loss), sale of vessel
   
6
     
(807
)
   
-
     
(807
)
   
-
 
General and administrative expense
           
(5,065
)
   
(6,968
)
   
(21,607
)
   
(18,062
)
Total operating expenses
         
$
(55,999
)
   
(34,427
)
 
$
(229,771
)
   
(123,381
)
                                         
                                         
Operating income
         
$
38,648
     
38,426
   
$
135,343
     
27,408
 
                                         
Share of profit from associated companies
           
162
     
76
     
467
     
86
 
Interest income
           
31
     
67
     
141
     
409
 
Interest expense
           
(8,021
)
   
(9,346
)
   
(33,637
)
   
(14,286
)
Fair value gain/(loss) on derivative financial instruments
           
2,151
     
507
     
3,603
     
507
 
Other financial income/(expenses)
           
(530
)
   
(1,139
)
   
(487
)
   
(1,150
)
Profit/(loss) before tax
         
$
32,442
     
28,591
   
$
105,430
     
12,973
 
                                         
Income tax expense
           
(15
)
   
(115
)
   
(128
)
   
(86
)
Net income/(loss) after tax
         
$
32,428
     
28,475
   
$
105,302
     
12,887
 
Attributable to the owners of parent
         
$
32,428
     
28,475
   
$
105,302
     
12,887
 
                                         
                                         
Basic net income/(loss) per share
           
0.35
     
0.31
     
1.13
     
0.18
 
Diluted net income/(loss) per share
           
0.31
     
0.31
     
1.04
     
0.18
 
                                         
Weighted average number of shares (basic)
           
92,859,613
     
92,510,086
     
92,793,154
     
73,147,668
 
Weighted average number of shares (diluted)
           
112,788,727
     
92,558,248
     
112,098,221
     
73,210,337
 
                                         
                                         
                                         
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                       
                                         
Profit for the period
         
$
32,428
     
28,475
   
$
105,302
     
12,887
 
                                         
Other comprehensive income:
                                       
Items that will not be reclassified to income statement:
                                       
Remeasurement of defined benefit obligation (loss)
           
(41
)
   
(204
)
   
(41
)
   
(204
)
Total
         
$
(41
)
   
(204
)
 
$
(41
)
   
(204
)
Items that may be reclassified to income statement:
                                       
Exchange gain (loss) on translation of foreign currency
                                       
denominated associate and subsidiary
           
112
     
(220
)
   
64
     
(296
)
Total
         
$
112
     
(220
)
 
$
64
     
(296
)
                                         
Other comprehensive income
         
$
71
     
(424
)
 
$
23
     
(500
)
                                         
Total comprehensive income for the period
         
$
32,499
     
28,051
   
$
105,325
     
12,387
 
                                         
Attributable to the owners of parent
         
$
32,499
     
28,051
   
$
105,325
     
12,387
 

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



 

DHT HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED)
($ in thousands)

 
         
Q4 2015
     
Q4 2014
   
12 months 2015
   
12 months 2014
 
   
Note
   
Oct. 1 - Dec. 31, 2015
   
Oct. 1 - Dec. 31, 2014
   
Jan. 1 - Dec. 31, 2015
   
Jan. 1 - Dec. 31, 2014
 
                             
Cash flows from operating activities:
                           
Net income / (loss)
       
32,428
     
28,475
     
105,302
     
12,887
 
Items included in net income not affecting cash flows:
                                   
  Depreciation
   
6
     
20,099
     
19,078
     
78,698
     
45,124
 
  Reversal of impairment charges
   
6
     
-
     
(31,900
)
   
-
     
(31,900
)
  Amortization of debt issuance costs
           
1,673
     
1,271
     
7,521
     
1,875
 
  (Profit) / loss, sale of vessel
   
6
     
807
     
-
     
807
     
-
 
  Fair value (gain) / loss on derivative financial instruments
           
(2,151
)
   
(216
)
   
(3,603
)
   
(507
)
  Compensation related to options and restricted stock
           
1,567
     
1,027
     
6,911
     
1,597
 
  Share of profit in associated companies
           
(162
)
   
(76
)
   
(467
)
   
(86
)
  Unrealized currency translation lossess / (gains)
           
14
     
76
     
97
     
-
 
Changes in operating assets and liabilities:
                                       
  Accounts receivable and accrued revenues
   
9
     
(4,265
)
   
(2,329
)
   
(11,385
)
   
1,536
 
  Prepaid expenses
           
147
     
1,792
     
(1,568
)
   
(742
)
  Accounts payable and accrued expenses
           
3,829
     
(1,119
)
   
(16,560
)
   
7,577
 
  Deferred shipping revenues
           
385
     
-
     
1,147
     
-
 
  Prepaid charter hire
           
-
     
(1,668
)
   
-
     
156
 
  Bunkers, lube oils and consumables
           
(1,063
)
   
3,146
     
7,062
     
(6,895
)
Net cash provided by operating activities
           
53,306
     
17,557
     
173,964
     
30,622
 
                                         
Cash flows from investing activities:
                                       
Investment in vessels
           
(1,801
)
   
(882
)
   
(1,987
)
   
(157,387
)
Investment in vessels under construction
           
(91,715
)
   
(769
)
   
(142,560
)
   
(137,401
)
Sale of vessels
           
26,500
     
-
     
26,500
     
-
 
Investment in subsidiary, net cash
   
4
     
-
     
-
     
-
     
(256,332
)
Investment in associated company
   
4
     
120
     
107
     
120
     
107
 
Investment in property, plant and equipment
           
(9
)
   
(35
)
   
(419
)
   
(333
)
Net cash used in investing activities
           
(66,905
)
   
(1,578
)
   
(118,345
)
   
(551,347
)
                                         
Cash flows from financing activities
                                       
Issuance of stock
   
7,8
     
-
     
(254
)
   
-
     
360,340
 
Cash dividends paid
   
8
     
(16,713
)
   
(1,850
)
   
(49,194
)
   
(6,012
)
Issuance of long term debt
   
5
     
99,400
     
295,631
     
99,400
     
342,992
 
Issuance of convertible bonds
   
7
     
-
     
633
     
-
     
145,862
 
Repayment of long-term debt
   
5
     
(60,486
)
   
(277,842
)
   
(105,734
)
   
(281,838
)
Net cash provided by/(used)  in financing activities
           
22,201
     
16,317
     
(55,528
)
   
561,344
 
                                         
Net increase/(decrease) in cash and cash equivalents
           
8,602
     
32,296
     
91
     
40,619
 
Cash and cash equivalents at beginning of period
           
158,172
     
134,388
     
166,684
     
126,065
 
Cash and cash equivalents at end of period
           
166,775
     
166,684
     
166,775
     
166,684
 
                                         
Specification of items included in operating activities:
                                       
Interest paid
           
4,661
     
6,370
     
26,505
     
9,907
 
Interest received
           
31
     
104
     
140
     
446
 

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




 
DHT HOLDINGS, INC.

SUMMARY CONSOLIDATED STATEMENT OF CHANGES
IN SHAREHOLDERS’ EQUITY (UNAUDITED)
($ in thousands except shares)
 
 
   
Common Stock
           
Preferred Stock
                     
                                         
           
Paid-in
           
Paid-in
                 
           
Additional
           
Additional
   
Retained
   
Translation
   
Other
   
Total
 
 Note
 
Shares
   
Amount
   
Capital
   
Shares
   
Amount
   
Capital
   
Earnings
   
Differences
   
Reserves
   
Equity
 
Balance at January 1, 2014
   
29,040,975
   
$
290
   
$
447,393
     
97,579
   
$
1
   
$
44,634
   
$
(210,683
)
  $      
$
3,118
   
$
284,753
 
Net income/(loss) after tax
                                                   
12,887
                     
12,887
 
Other comprehensive income
                                                   
(204
)
   
(296
)
           
(500
)
Total comprehensive income
                                                   
12,683
     
(296
)
           
12,387
 
Cash dividends declared and paid
                                                   
(6,012
)
                   
(6,012
)
Issue of stock
   
53,376,923
     
534
     
359,806
             
-
                                     
360,340
 
Exchange of preferred stock
   
9,757,900
     
98
     
44,537
     
(97,579
)
   
(1
)
   
(44,634
)
                           
-
 
Convertible bonds
                   
21,787
                                                     
21,787
 
Compensation related to options and restricted stock
   
334,288
     
3
                                                     
1,594
     
1,597
 
Balance at December 31, 2014
   
92,510,086
   
$
925
   
$
873,522
     
-
   
$
-
   
$
-
   
$
(204,011
)
 
$
(296
)
 
$
4,712
   
$
674,851
 
                                                                                 
                                                                                 
                                                                                 
   
Common Stock
                   
Preferred Stock
                                         
                                                                                 
                   
Paid-in
                   
Paid-in
                                 
                   
Additional
                   
Additional
   
Retained
   
Translation
   
Other
   
Total
 
 Note
 
Shares
   
Amount
   
Capital
   
Shares
   
Amount
   
Capital
   
Earnings
   
Differences
   
Reserves
   
Equity
 
Balance at January 1, 2015
   
92,510,086
   
$
925
   
$
873,522
     
-
   
$
-
   
$
-
   
$
(204,011
)
 
$
(296
)
 
$
4,712
   
$
674,851
 
Net income/(loss) after tax
                                                   
105,302
                     
105,302
 
Other comprehensive income
                                                   
(41
)
   
64
             
23
 
Total comprehensive income
                                                   
105,260
     
64
             
105,325
 
Cash dividends declared and paid
                                                   
(49,194
)
                   
(49,194
)
Compensation related to options and restricted stock
   
399,850
     
4
     
4,714
                                             
2,192
     
6,911
 
Balance at December 31, 2015
   
92,909,936
   
$
929
   
$
878,236
     
-
   
$
-
   
$
-
   
$
(147,945
)
 
$
(232
)
 
$
6,904
   
$
737,893
 

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




 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 2015

Note 1 – General information
DHT Holdings, Inc. (“DHT” or the “Company”) is a company incorporated under the laws of the Marshall Islands whose shares are listed on the New York Stock Exchange. The Company’s principal executive office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The Company is engaged in the ownership and operation of a fleet of crude oil carriers.

The financial statements were approved by the Company’s Board of Directors (the “Board”) on February 3, 2016 and authorized for issue on February 3, 2016.


Note 2 – General accounting principles
The condensed consolidated interim financial statements do not include all information and disclosure required in the annual financial statements and should be read in conjunction with DHT’s audited consolidated financial statements included in its Annual Report on Form 20-F for 2014. Our interim results are not necessarily indicative of our results for the entire year or for any future periods.

The condensed financial statements have been prepared in accordance with IAS 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board (“IASB”).

The condensed financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair value. The accounting policies that have been followed in these condensed financial statements are the same as presented in the 2014 audited consolidated financial statements.

These interim financial statements have been prepared on a going concern basis.

Changes in accounting policy and disclosure

New and amended standards, and interpretations mandatory for the first time for the financial year beginning January 1, 2015 but not currently relevant to DHT (although they may affect the accounting for future transactions and events). The adoption did not have any effect on the financial statements:

Amendment to IAS 19
Defined Benefit Plans: Employee Contributions
Annual Improvements to IFRSs
2010 – 2012 Cycle
Annual Improvements to IFRSs
2011 – 2013 Cycle


Note 3 – Segment reporting
Since DHT’s business is limited to operating a fleet of crude oil tankers, management has organized the entity as one segment based upon the service provided. Consequently, the Company has one operating segment as defined in IFRS 8, Operating Segments.
 
Information about major customers:
As of December 31, 2015, the Company had 18 vessels in operation; eight vessels were on fixed rate time charters and ten vessels operating in the spot market. For the period from October 1, 2015 to December 31, 2015 five customers represented $13.4 million, $10.7 million, $10.0 million, $9.5 million and $7.5 million, respectively, of the Company’s revenues. For 2015, five customers represented $83.9 million, $39.2 million, $30.7 million, $30.6 million and $25.9 million, respectively, of the Company’s revenues. For the period from October 1, 2014 to December 31, 2014, five customers represented $21.1 million, $14.2 million, $5.3 million, $5.2 million and $4.1 million, respectively, of the Company’s revenues. For 2014, five customers represented $22.2 million, $14.2 million, $13.9 million, $12.9 million and $12.6 million, respectively, of the Company’s revenues.
 


13


 
Note 4 – Business combinations

Samco Shipholding Pte. Ltd. - Singapore
On September 16, 2014 DHT Holdings Inc. acquired all the outstanding shares of Samco Shipholding Pte. Ltd. (“Samco”), a private company incorporated under the laws of the Republic of Singapore, for an estimated purchase price of $325.2 million of which $317.0 million was paid as initial consideration including $5.0 million that was deposited in an escrow fund pending final determination of any purchase price adjustment following the closing. DHT used the net proceeds of its registered direct offering of common stock and concurrent private placement of convertible senior unsecured notes due 2019 completed in September 2014, plus cash on hand, to fund the acquisition.

Included in the transaction was Samco’s 50% ownership in Goodwood Ship Management Pte. Ltd., a private ship management company incorporated under the laws of the Republic of Singapore.

No goodwill has been identified in the transaction.

During first quarter of 2015 the final purchase price of $324.6 million was agreed and the final consideration of $7.6 million was paid in April 2015.

The transaction included a total of $60.7 million in cash from Samco.

Net cash outflow on acquisition of subsidiary
 
 
Initial consideration paid in cash
   
317,005
 
Less: cash and cash equivalent balances aquired
   
(60,673
)
Final consideration paid in cash
   
7,562
 
Net cash outflow as per June 30, 2015
   
263,894
 
         
Total consideration
   
324,567
 
Additional cash consideration
   
-
 

 



 
Note 5 – Interest bearing debt
As of December 31, 2015, DHT had interest bearing debt totaling $689.9 (including the $150 million convertible senior notes discussed in Note 7).

Scheduled debt repayments (USD million) and margin above Libor
 
 
Q1
Q2-Q4
         
Margin
 
2016
2016
2017
2018
2019
Thereafter
Total
above Libor
RBS Credit Facility*
     -
         -
     80.5
       -
 
                  -
     80.5
1.75%
DNB - Hawk/Falcon
   1.0
      3.0
       4.0
     4.0
     30.0
                  -
     42.0
2.50%
Nordea/DNB/DVB syndicate
   5.1
    15.3
     20.4
   20.4
   240.7
                  -
   281.6
2.50%
Credit Agricole - Samco Scandinavia
   1.1
      3.4
       4.6
     4.6
       4.6
             18.2
     36.5
2.19%
Danish Ship Finance - DHT Jaguar
     -
      2.6
       2.6
     2.6
       2.6
             39.0
     49.4
2.25%
Nordea/DNB - DHT Leopard**
   0.6
      1.9
       2.5
     2.5
       2.5
             40.0
     50.0
2.25%
Convertible Note
       
   150.0
                  -
   150.0
 
Total
   7.9
    26.2
   114.6
   34.1
 
             97.2
   689.9
 
Unamortized upfront fees bank loans
           
     (6.7)
 
Difference amortized cost/notional amount convertible note
   
   (20.8)
 
Total interest bearing debt
           
   662.5
 
 
*Commencing with the second quarter of 2016, subject to a free cash flow calculation, we will be required to pay installments under the RBS credit facility equal to free cash flow (after adjusting for capital expenditures for the next two quarters) for DHT Maritime, Inc. during the preceding quarter, capped at $7.5 million per quarter.
**The $50 million Nordea/DNB credit facility for the financing of the DHT Leopard was drawn on December 29, 2015 in advance of the delivery of the DHT Leopard which took place on January 4, 2016.  The same amount is included on the balance sheet as part of Cash and Cash Equivalents as of December 31, 2015.

RBS – DHT Maritime, Inc.
In April 2013 the Company’s wholly owned subsidiary, DHT Maritime, Inc., amended its credit agreement with the Royal Bank of Scotland (“RBS”) whereby the minimum value covenant has been removed in its entirety. Furthermore, the installments scheduled to commence in 2016 have been changed from a fixed $9.1 million per quarter to a variable amount equal to free cash flow in the prior quarter – capped at $7.5 million per quarter. Free cash flow is defined as an amount calculated as of the last day of each quarter equal to the positive difference, if any, between: the sum of the earnings of the vessels during the quarter and the sum of ship operating expenses, voyage expenses, estimated capital expenses for the following two quarters, general & administrative expenses, interest expenses and change in working capital. The next scheduled installment will at the earliest take place in Q2 2016. As of December 31, 2015 the total outstanding under the RBS credit facility is $80.5 million with final maturity in July 2017. In April 2013 the Company made a prepayment of $25 million and the margin was increased to 1.75%. DHT Maritime’s financial obligations under the credit agreement are guaranteed by DHT Holdings, Inc. In connection with the prepayment of the DHT Phoenix and DHT Eagle credit facilities in June 2015 and October 2015, respectively, we were required to prepay $2.9 million and $3.9 million, respectively, under the RBS facility (a proportionate amount of the RBS facility relative to the Company’s total debt). In connection with the sale of the DHT Trader in December 2015, we repaid $26.0 million under the RBS facility.




 
DNB – DHT Falcon and DHT Hawk
In February 2014 we entered into a credit facility for up to $50.0 million with DNB, as lender, and DHT Holdings, Inc. as guarantor for the financing of the acquisition of the two vessels, DHT Falcon and DHT Hawk.  Commencing in June 2015 borrowings bear interest at a rate equal to Libor + 2.50%, down from Libor + 3.25%.  The loan is repayable in 20 quarterly installments of $1.0 million from May 2014 to February 2019 and a final payment of $29.0 million in February 2019. The credit facility is guaranteed by DHT and contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
· value adjusted* tangible net worth of $150 million
· value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
· unencumbered consolidated cash of at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt

*value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).


Nordea/DNB/DVB – six Samco vessels and DHT Condor
In December 2014 we entered into a credit facility totalling $302.0 million with Nordea, DNB and DVB as lenders, and DHT Holdings, Inc. as guarantor for the re-financing of the financing of Samco Europe, Samco China, Samco Amazon, Samco Redwood, Samco Sundarbans and Samco Taiga as well as the financing of the DHT Condor.  Borrowings bear interest at a rate equal to Libor + 2.50% and are repayable in 20 quarterly installments of $5.1 million from March 2015 to December 2019 and a final payment of $199.8 million in December 2019. The credit facility is guaranteed by DHT and contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
· value adjusted* tangible net worth of $200 million
· value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
· unencumbered consolidated cash of at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt

*value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).

Credit Agricole - Samco Scandinavia and DHT Tiger
In June 2015 Samco Gamma Ltd and DHT Tiger Limited entered into a credit agreement with Credit Agricole for the financing of the Samco Scandinavia and the newbuilding DHT Tiger expected to be delivered in October 2016.  As of December 31, 2015 the total outstanding under the Credit Agricole credit facility is $36.5 million related to the Samco Scandinavia.  The financing of the Samco Scandinavia is repayable with 34 quarterly installments of $1.1 million each. The loan bears interest at Libor plus a margin of 2.1875% and includes a covenant that the charter-free value of the vessel shall be at least 135%.  The credit facility is guaranteed by DHT and contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
· value adjusted* tangible net worth of $200 million
· value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
· unencumbered consolidated cash of at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt.

*value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).

 
16

 
 
DHT Phoenix
In June 2015 we prepaid the total outstanding under the DHT Phoenix credit facility amounting to $17.1 million.

DHT Eagle
In October 2015 we prepaid the total outstanding under the DHT Eagle credit facility amounting to $22.9 million.

Danish Ship Finance – DHT Jaguar
In November 2014 we entered into a credit facility totaling $49.4 million with Danish Ship Finance (“DSF”) as lender and DHT Holdings, Inc. as guarantor for the financing of the VLCC newbuilding DHT Jaguar to be delivered in Q4 2015.  The full amount of the credit facility was drawn in November 2015.  Borrowings bear interest at a rate equal to Libor + 2.25% and are repayable in 10 semiannual installments of $1.3 million from May 2016 to November 2020 and a final payment of $36.4 million in November 2020. The credit facility is guaranteed by DHT and contains a covenant requiring that at all times the charter-free market value of the vessel that secure the credit facility be no less than 130% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
· value adjusted* tangible net worth of $150 million
· value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
· unencumbered consolidated cash of at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt

*value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).

Nordea/DNB – DHT Leopard
In October 2015 we entered into a credit facility totaling $50.0 million with Nordea and DNB as lenders and DHT Holdings, Inc. as guarantor for the financing of the VLCC newbuilding DHT Leopard to be delivered in Q1 2016.  The full amount of the credit facility was drawn on December 29, 2015 in advance of the delivery of the DHT Leopard on January 4, 2016.  Borrowings bear interest at a rate equal to Libor + 2.25% and are repayable in 20 quarterly installments of $0.625 million from March 2016 to December 2020 and a final payment of $37.5 million in December 2020. The credit facility is guaranteed by DHT and contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain:
· value adjusted* tangible net worth of $200 million
· value adjusted* tangible net worth shall be at least 25% of value adjusted total assets
· unencumbered consolidated cash of at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt

*value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).


As of the date of our most recent compliance certificates submitted to the banks, we remain in compliance with our financial covenants.

As of December 31, 2015, DHT has six interest rate swaps totaling $184.8 million with maturity ranging from the fourth quarter of 2016 to the second quarter of 2018.  The fixed interest rates range from 2.43% to 3.57%.  As of December 31, 2015, the fair value of the derivative financial liability related to the swaps amounted to $5.9 million.
 

17

 

As of December 31, 2015, the Company had entered into firm commitments for the debt financing of all six of its newbuildings ordered at HHI, of which the financing for two of the newbuildings had been drawn as of December 31, 2015. The financings, which are drawn at delivery of each of the vessels, equals about 50% of the contract prices with an average margin above Libor of 2.4%.


Note 6 – Vessels
The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. Historically, both charter rates and vessel values have been cyclical. The carrying amounts of vessels held and used by us are reviewed for potential impairment or reversal of prior impairment charges whenever events or changes in circumstances indicate that the carrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular vessel. The Company is of the view that there were no events or changes in circumstances indicating that the carrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular vessel as of December 31, 2015.

Cost of Vessels
   
Depreciation, impairment and amortization*
 
At January 1, 2015
 
$
1,303,915
 
At January 1, 2015
 
$
315,748
 
Additions
   
103,742
 
Depreciation and amortization expense
   
78,446
 
Retirement **
   
(66,077
)
Retirement
   
(39,209
)
At December 31, 2015
 
$
1,341,581
 
At December 31, 2015
 
$
354,984
 
                   
                   
Carrying Amount
                 
At January 1, 2015
 
$
988,168
           
At December 31, 2015
 
$
986,597
           
 
*Accumulated numbers
**Relates to completed depreciation of subsequent expenditure for Samco Sundarbans and Samco Taiga, completed depreciation of drydocking for DHT Phoenix, sale of DHT Trader and completed amortization of time charter contract for Samco Redwood and Samco Amazon.

The vessel DHT Trader was sold during the fourth quarter of 2015. DHT incurred a loss of $0.8 million on the sale of the vessel.

Vessels under construction
We have entered into agreements with HHI for the construction of six VLCCs, of which one vessel was delivered in November 2015, with average contract price of $95.5 million including $2.3 million in additions and upgrades to the standard specification.
As of December 31, 2015 we have paid pre-delivery installments totaling $208.1 million for the five remaining newbuildings to be delivered in 2016.





Cost of vessels under construction
 
At January 1, 2015
 
$
174,496
 
Additions
   
143,056
 
Transferred to vessels
   
(102,151
)
At December 31, 2015
 
$
215,401
 
         
Carrying Amount
       
At January 1, 2015
 
$
174,496
 
At December 31, 2015
 
$
215,401
 

 
The following table is a timeline of future expected payments and dates relating to vessels under construction as of December 31, 2015*:
 
Vessels under construction (USD million)
 
Dec. 31, 2015
   
Jan. 1, 2015
 
Not later than one year
   
266.2
     
135.9
 
Later than one year and not later than three years
   
0.0
     
266.2
 
Later than three years and not later than five years
   
0.0
     
0.0
 
Total
   
266.2
     
402.1
 
 
*These are estimates only and are subject to change as construction progresses.


Note 7 – Equity and Convertible Bond Offerings

Private Placement
Each share of our Series B Participating Preferred Stock that was issued in November 2013 in connection with a private placement was mandatorily converted into 100 shares of our common stock at a 1:100 ratio on February 4, 2014.

Registered Direct Offerings
On February 5, 2014 we completed a registered direct offering of 30,300,000 shares generating net proceeds of approximately $215.7 million.

On September 16, 2014 we completed a registered direct offering of 23,076,924 shares generating net proceeds of approximately $144.6 million after the payment of placement agent fees.

Convertible Senior Note Offering
On September 16, 2014 we completed a private placement of $150 million aggregate principal amount of convertible senior notes due 2019 (the "Notes"). DHT will pay interest at a fixed rate of 4.5% per annum, payable semiannually in arrears. Net proceeds to DHT were approximately $145.9 million after the payment of placement agent fees. The value of the conversion right has been estimated to $21.8 million; hence $21.8 million of the aggregate principal amount of $150.0 million has been classified as equity. The Notes will be convertible into common stock of DHT at any time after placement until one business day prior to their maturity. The initial conversion price was $8.125 per share of common stock (equivalent to 18,461,538 shares of common stock), and is subject to customary anti-dilution adjustments. As a result of the cumulative effect of previously announced cash dividends, the conversion price was adjusted to $7.5627 effective November 13, 2015. Based on the adjusted conversion price the total number of shares to be issued would be 19,834,186.




 
We have concluded that the adjustment of the conversion rate upon the payment of cash dividends does not result in an accounting entry as the liability and equity components of the instrument are not re-measured as a result of the cash dividend. This is based on the fact that we have determined that the Notes are non-derivative financial instruments that contain both liability and equity components. The financial liability is the contractual obligation to make interest and principal payments and the equity component is the right of the holders of the Notes to convert the Notes into a fixed number of the Company’s common shares. In accordance with IAS 32, the liability component was measured first and is recorded at its amortized cost over the life of the instrument. The equity component was assigned the residual amount after deducting the amount separately determined for the liability component. The equity component was recorded as part of additional paid-in capital and is never re-measured.

The determination that the conversion feature is an equity instrument (rather than a derivative liability accounted for under IAS 39) was made on the basis that there is no variability in the number of equity instruments delivered upon conversion (i.e. the exchange meets the “fixed for fixed” requirements set forth under IAS 32). In making the determination, the Company considered that the Notes contain a mechanism whereby the conversion rate of the Notes is adjusted for cash dividends paid by the Company. Although this adjustment results in variability in the number of common shares delivered, the fact that this variability serves to maintain the relative economic rights of the holders of the Notes results in no violation of the “fixed for fixed” requirement.


Note 8 – Stockholders equity and dividend payment
 
   
Common stock
Preferred stock
Issued at Dec. 31, 2015
 
92,909,936
                                   -
Shares to be issued assuming conversion of
     
   convertible notes*
 
24,449,566
 
Numbers of shares authorized for issue
     
   at Dec. 31, 2015
 
            150,000,000
                    1,000,000
Par value
 
$ 0.01
$ 0.01
*assuming the maximum fundamental change conversion rate.

Common stock:
Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders.

Preferred stock:
Terms and rights of preferred shares will be established by the board when or if such shares would be issued.

Series B
Under the terms of the Private Placement that closed in November 2013, 97,579 shares of Series B Participating Preferred Stock, par value $0.01 per share, were designated and issued by the Company. The Series B Participating Preferred Stock participated with the common stock in all dividend payments and distributions in respect of the common stock (other than dividends and distributions of common stock or subdivisions of the outstanding common stock) pro rata, based on each share of the Series B Participating Preferred Stock equaling 100 shares of common stock.  In addition, one share of issued and outstanding Series B Participating Preferred Stock equaled 100 shares of common stock for purposes of voting rights.   On February 4, 2014, all issued and outstanding shares of our Series B Participating Preferred Stock were mandatorily exchanged into shares of common stock at a 1:100 ratio after which the Company has no preferred shares outstanding.

 




Dividend payment:
     
Dividend payment as of Dec. 31, 2015:
     
Payment date:
 
Total payment
Per common share
November 25, 2015
 
$ 16.7 million
$0.18
August 20, 2015
 
$ 13.9 million
$0.15
May 22, 2015
 
$ 13.9 million
$0.15
February 19, 2015
 
$ 4.6 million
$0.05
Total payment as of Dec. 31, 2015:
 
$ 49.2 million
$0.53
       
Dividend payment as of December 31, 2014:
     
Payment date:
 
Total payment
Per common share
November 26, 2014
 
$ 1.9 million
$0.02
September 17, 2014
 
$ 1.4 million
$0.02
May 22, 2014
 
$ 1.4 million
$0.02
February 13, 2014
 
$ 1.4 million
$0.02
Total payment as of December 31, 2014:
 
$ 6.0 million
$0.08
 
 
Note 9 – Accounts receivable and accrued revenues
Accounts receivable and accrued revenues totaling $40.1 million as of December 31, 2015 consists mainly of earned freight not received of $26.0 million and accounts receivable of $13.9 million with no material amounts overdue.


Note 10 - Financial risk management, objectives and policies
Note 10 in the 2014 annual report on Form 20-F provides for details of financial risk management objectives and policies.

The Company’s principal financial liability consists of long-term debt with the main purpose being to partly finance the Company’s assets and operations. The Company’s financial assets mainly comprise cash. The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks.


Note 11 – Subsequent Events
On February 3, 2016 the Board approved a dividend of $0.21 per common share related to the fourth quarter 2015 to be paid on February 24, 2016 for shareholders of record as of February 16, 2016.

The VLCC newbuilding DHT Leopard was delivered from HHI on January 4, 2016.

Subsequent to December 31, 2015, the Company prepaid the credit facility for DHT Hawk and DHT Falcon in its entirety, $42 million, as well as a $4.9 million prepayment on the RBS credit facility. In connection with these prepayments the Company will record a non-cash finance expense of $0.9 million in the first quarter of 2016 related to unamortized upfront fees.

On February 2, 2016, the Company repurchased $3 million of its convertible senior notes due 2019 in the open market at a price of 99% of par.
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