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 | |
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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)
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.
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.
Inventories are valued according to the net realizable value principle.
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.
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.
The financial statements have been prepared under the assumption of a going concern.
The Company has secured employment of theCarmen 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.
The Company does not have any restricted bank funds as of June 30, 2013.
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| | | | |
(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
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.
| | | | | | | | | | | | | | | | | | | | |
(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.
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 | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
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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 | | | — | |
| | | | |
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 theCarmen Knutsen is contracted on a time charter, bunkers and bunkers stock are for the charterer’s account.
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 | |
| | | | |
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