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2015-05-28

Golden Ocean Group Limited: GOGL - First Quarter 2015 Results

Highlights

In this report, the Company is defined as Knightsbridge Shipping Limited prior
to the Merger on 31 March 2015, and the combined company, renamed to Golden
Ocean Group Limited, following the Merger with the Former Golden Ocean.

* Knightsbridge completed the merger with the Former Golden Ocean on March
31, 2015 and was renamed Golden Ocean Group Limited.
* The Company reports a net loss of $15.3 million and a loss per share of
$0.18, excluding vessel impairment loss and bargain purchase gain, for the
first quarter of 2015
* The Company reports a net loss of $75.3 million and a loss per share of
$0.88 for the first quarter of 2015.
* The Company reports EBITDA of $(3.6) million and EBITDA per share of
$(0.04) for the first quarter of 2015.
* The Company took delivery of five Capesize newbuildings in the first
quarter.
* In January 2015, the Company entered into an index-linked, long term time
charter contract for chartering out a total of 15 Capesizes.
* In February 2015, the Company entered into a $425.0 million secured
post-delivery term loan facility to part finance 14 newbuilding vessels.
* In March 2015, the Company completed the previously announced acquisition
of 12 newbuilding contracts from Frontline 2012.
* In April 2015, the Company received $40.1 million in relation to the
cancellation of newbuilding contracts at Jinhaiwan.
* In April 2015, the Company agreed to the sale of two vessels, which were
acquired as a result of the Merger.
* In April 2015, the Company agreed to the sale of four newbuilding Capesize
vessels, which were owned by the Company prior to the completion of the
Merger.
* In April 2015, the Company agreed to a sale and leaseback transaction with
Ship Finance for eight Capesize vessels.
* In April 2015, the Company agreed to postpone delivery of several of its
newbuilding contracts by 79 months in aggregate.
* In May 2015, the Company took delivery of one Supramax newbuilding.

Merger with Golden Ocean

On October 7, 2014, the Company (formerly Knightsbridge Shipping Limited) and
Golden Ocean Group Limited, or the Former Golden Ocean, entered into an
agreement and plan of merger, the Merger, pursuant to which the two companies
agreed to merge, with the Company as the surviving legal entity. The Merger
was approved by the shareholders of the Former Golden Ocean and the Company
in separate special general meetings, which were held on March 26, 2015. At
the special general meeting of the shareholders of the Company, the Amended
and Restated Bye-laws of the Company were adopted and it was also agreed that
the name of the Company be changed to Golden Ocean Group Limited immediately
after the effective time of the Merger.

The Merger was completed on March 31, 2015, at which time the Company acquired
100% of the Former Golden Ocean's outstanding shares and the name of the
Company was changed to Golden Ocean Group Limited. Shareholders in the Former
Golden Ocean received shares in the Company as merger consideration. Pursuant
to the Merger Agreement, one share in the Former Golden Ocean gave the right
to receive 0.13749 shares in the Company, and the Company issued a total of
61.5 million shares (gross) to shareholders in the Former Golden Ocean as
merger consideration. Prior to completion of the Merger, the Company had
111,231,678 common shares outstanding.

Following completion of the Merger, and pursuant to the merger agreement, the
cancellation of 51,498 common shares (which were held by the Former Golden
Ocean) and the cancellation of 4,543 common shares (which account for
fractional shares that we will not be distributed to the Former Golden Ocean
shareholders as merger consideration), the Company has 172,675,637 common
shares outstanding. Trading in the Company's shares commenced on the Oslo
Stock Exchange on April 1, 2015 under the ticker code "VLCCF". Commencing on
April 7, 2015, the Company's shares traded on the Oslo Stock Exchange under
the ticker code "GOGL". The Company's common shares began trading under our
new name and ticker symbol "GOGL" on the Nasdaq Global Select Market on April
1, 2015.

The results for the three months ended March 31, 2015 (and comparatives for
the three months ended March 31, 2014 and full year 2014) are those of the
former Knightsbridge Shipping Limited while the balance sheet at March 31,
2015 includes the asset and liabilities of the Former Golden Ocean (based on
a preliminary assessment of the fair values of such assets and liabilities)
and thereby reflects the Merger, which was completed on that date. The
balance sheets at March 31, 2014 and December 31, 2014 are those of the
former Knightsbridge Shipping Limited.

First Quarter 2015 Results

The Company reports a net loss of $15.3 million and a loss per share of $0.18
for the first quarter, excluding a vessel impairment loss of $141.0 million
and preliminary bargain purchase gain of $80.9 million, compared with net
income of $5.2 million and earnings per share of $0.06 for the preceding
quarter. Net income in the preceding quarter includes $6.4 million in respect
of cash received in the fourth quarter as final settlement for a claim for
damages and unpaid charter hire. The average daily time charter equivalent
("TCE") earned by the Capesize vessels in the first quarter was $3,100
compared with $13,200 in the preceding quarter. The earnings in the first
quarter were hit by idle vessels and vessels being delivered from yard with
expensive bunkers and start-up costs.

The Company has recorded a vessel impairment loss of $141.0 million in the
three months ended March 31, 2015. This impairment loss relates to five
vessels (KSL China, Battersea, Belgravia, Golden Future
andGolden Zhejiang
), which the Company in April 2015 has agreed to sell to, and lease back, from
Ship Finance. (See Fleet Development below). The impairment loss represents
the amount by which the carrying value of the vessels exceeded the sales
price.

The fair value of the Former Golden Ocean's identifiable tangible and
intangible assets acquired and liabilities assumed is based on a preliminary
estimate of fair values and this is in excess of the consideration amount.
Management has reassessed whether it has correctly identified all of the
assets acquired and all of the liabilities assumed and this excess remains.
Consequently, the Company recognized a bargain purchase gain of $80.9 million
in the income statement in the three months ended March 31, 2015.

The Merger has not had an impact on the results of operations in the three
months ended March 31, 2015, except for the bargain purchase gain, as it was
completed at the end of the quarter. Consequently, the results of the Former
Golden Ocean for the first quarter are not reported but the asset and
liabilities are included in the balance sheet at quarter end (based on a
preliminary assessment of the fair values of such assets and liabilities).

Cash and cash equivalents increased by $143.1 million in the first quarter.
Cash of $128.0 million was acquired upon completion of the Merger and the
Company acquired $108.6 million in connection with the acquisition of 12 SPCs
from Frontline 2012 Ltd, or Frontline 2012. Cash of $6.2 million was absorbed
by operations, the Company paid $222.6 million in respect of its newbuilding
program, increased bank borrowings by $141.8 million (net of debt fees paid)
and increased its restricted cash balance by $6.5 million.

The full report is available in the link below.

May 28, 2015

The Board of Directors
Golden Ocean Group Limited
Hamilton, Bermuda

Questions should be directed to:
Herman Billung: CEO Golden Ocean Management AS
+47 22 01 73 41

Birgitte Ringstad Vartdal: CFO Golden Ocean Management AS
+47 22 01 73 53

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides
safe harbor protections for forward-looking statements, which include
statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which are other
than statements of historical facts. Words such as "believe," "anticipate,"
"intends," "estimate," "forecast," "project," "plan," "potential," "may,"
"should," "expect," "pending" and similar expressions identify
forward-looking statements. The forward-looking statements in this press
release are based upon various assumptions. Although we believe that these
assumptions were reasonable when made, because these assumptions are
inherently subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond our control, we cannot
assure you that we will achieve or accomplish these expectations, beliefs or
projections. The information set forth herein speaks only as of the date
hereof, and we disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after the
date of this communication.

In addition to these important factors and matters discussed elsewhere herein,
important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies, fluctuations in currencies and interest rates,
general market conditions, including fluctuations in charter hire rates and
vessel values, changes in demand in the dry bulk market, changes in our
operating expenses, including bunker prices, drydocking and insurance costs,
the market for our vessels, availability of financing and refinancing,
changes in governmental rules and regulations or actions taken by regulatory
authorities, potential liability from pending or future litigation, general
domestic and international political conditions, potential disruption of
shipping routes due to accidents, political events or acts by terrorists, and
other important factors described from time to time in the reports filed by
the Company with the Securities and Exchange Commission.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

1st Quarter 2015 results
http://hugin.info/132879/R/1924477/690333.pdf

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Golden Ocean Group Limited via Globenewswire

HUG#1924477

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