2012 Annual Report D'amico-SDN-ENG D'amico
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d’Amico Società di Navigazione S.p.A. 2012 ANNUAL REPORT 2012 Annual Report Consolidated and Statutory Financial Statements for the Year Ended 31 December 2012 d’Amico Società di Navigazione S.p.A. Registered office: Via Siracusa 27, Palermo (Italy) Head office: Corso d’Italia 35/B, Rome (Italy) Share capital: Euro 25,000,000, fully paid-in Tax code, VAT registration and registration number in the Palermo Companies Register 00768720823 Contents L4 Corporate Boards and Officers B6 Report on Operations 6 Group Structure 8 d’Amico Società di Navigazione Group 9 Business Areas 12 Organization and Human Resources 14 Ship Management 16 Sustainable Development 17 Corporate Governance 19 Significant Events during the Year 22 Financial Performance Analysis – The Group 25 Operating Performance by Business Area 28 Financial Performance Analysis – d’Amico Società di Navigazione S.p.A. 30 Significant Events since the End of the Year and Business Outlook 36 Other Information d’Amico Società di Navigazione Group - Consolidated Financial Statements 39 as at 31 December 2012 40 Consolidated Income Statement 40 Statement of Comprehensive Income 40 Consolidated Statement of Financial Position 42 Consolidated Statement of Cash Flows 43 Consolidated Statement of Changes in Shareholders’ Equity 44 Notes d’Amico Società di Navigazione - Statutory Financial Statements 79 as at 31 December 2012 80 Separate Income Statement 80 Statement of Comprehensive Income 81 Statement of Financial Position 82 Statement of Cash Flows 83 Statement of Changes in Shareholders’ Equity 84 Notes 103 Annexes 104 List of Fleet Vessels as at 31 December 2012 108 Independent Auditors' Reports 112 Statutory Auditors' Reports 2012 Annual Report | 3 Corporate Boards and Officers Board of Directors Chairman Paolo d’Amico 1 Chief Executive Officer Cesare d’Amico1 Managing Director for Administration, Finance and Control Roberto Michetti Director Giovanni Battista Nunziante Director Alfonso Scannapieco Board of Statutory Auditors Standing Auditors Gianfranco Taddeo - Chairman Gian Enrico Barone Franco Guerrucci Substitute Auditors Paolo Taddeo Renzo Marini Independent Auditors Moore Stephens Concorde S.r.l. 1 Members of the Executive Committee 4 | d’Amico Società di Navigazione S.p.A. 2012 Annual Report | 5 Report on Operations Group Structure d’Amico Società di Navigazione SpA 99,99% Italy d’Amico International S.A. Luxembourg 55,08% Compagnia Generale 100,00% d’Amico Shipping Telemar SpA Singapore Pte Ltd Italy Singapore 100,00% d’Amico Shipping 70,00% Italia SpA Damighreb S.à.r.l. Italy Morocco 51,00% MIDA Maritime 100,00% Company Ltd d’Amico Finance Ltd Ireland Ireland 1,00% 60,00% 100,00% Sirius Ship 99,00% d’Amico Ship Ishima d’Amico Shipping USA Management Srl India Pvt Ltd Limited Italy India USA 99,83% Saemar S.A. Spain 100,00% d’Amico Shipping UK Ltd UK 99,70% COMARFIN S.A.M. Monaco 96,00% COGEMA S.A.M. Monaco 85,00% 100,00% Rudder S.A.M. Rudder Pte Ltd Monaco Singapore 90,00% Rudder Argentina SA Argentine 100,00% 100,00% d’Amico Dry Ltd Medbulk Maritime Ltd Ireland Ireland 100,00% 100,00% Hanford St. Andrew Estates Ltd Investments Inc Liberia Liberia 100,00% 100,00% Anglo Canadian ACGI Shipping Inc. Shipping Ltd Canada Canada 100,00% 100,00% Ishima Pte Ltd Global Maritime Singapore Supplies Pte Ltd Singapore 50,00% Cambiaso Risso Asia Pte Ltd Singapore 100,00% ACGI Shipping Pte Ltd Singapore 6 | d’Amico Società di Navigazione S.p.A. Report on Operations 74,89% d’Amico International Shipping S.A. Luxembourg 100,00% d’Amico 100,00% d’Amico Tankers Tankers Ltd UK Ltd Ireland UK 100,00% d’Amico Tankers Singapore Pte Ltd Singapore 100,00% High Pool Tankers Ltd Ireland 100,00% Glenda International Management Ltd Ireland 51,00% DM Shipping Ltd Ireland 99,98% d’Amico Tankers Monaco S.A.M. Monaco 50,00% Glenda International Shipping Ltd Ireland Holding company Shipping company Service company Finance company Real-estate company Telecommunications company 2012 Annual Report | 7 d’Amico Società di Navigazione Group d’Amico Società di Navigazione S.p.A. (“DSN”) is the International Shipping S.A. (“DIS”), a sub-holding holding company for a leading global shipping group company with global shipping operations, specialized (hereinafter the “Group”) with operations in dry cargo in the tanker sector, is listed on the STAR segment of the ships, tankers and auxiliary maritime services. The Group italian Stock Exchange. Experience, competence and boasts a long tradition as a family business founded in responsibility, in addition to a strong focus on the client, 1936 and has developed a worldwide presence over the operational safety and protection of the environment, years with offices in the most important maritime are the d'Amico Group's core values. mercantile centres. Its indirect subsidiary d’Amico 8 | d’Amico Società di Navigazione S.p.A. Report on Operations Business Areas Dry cargo and container ships Tankers The Group operates in the dry-cargo sector of the The Groups' tankers activities are carried out by d'Amico shipping market through d’Amico Dry Limited and International Shipping SA – “DIS” (except for a minor d’Amico Shipping Italia S.p.A. (“DSI”). The fleet, a share, for which d’Amico Shipping Italia is responsible), detailed list of which is presented as an annex to this which, mainly through its subsidiary d'Amico Tankers report, comprises both owned and long-term charter Limited, based in Ireland, operates a fleet with an average vessels. In order to satisfy flexibility needs and seize the age of approximately 6.3 years. The fleet is comprises opportunities presented by the dry-cargo market, the double-hull vessels with load capacities of 35,000 to d'Amico Group also uses ships on short-term charter 51,000 DWT (Handysize and medium-range product that do not represent an integral part of its fleet. In tankers), mainly employed in the transportation of refined further detail, the Group operates in the following petroleum products and vegetable oils, as well as in segments: Handysize (from 32,000 DWT to 37,000 DWT), providing shipping services on a global scale to leading Supramax (from 52,000 DWT to 58,000 DWT) and oil and trading companies. In addition, all vessels have Panamax (from 74,000 DWT to 83,000 DWT). The been constructed in accordance with IMO (International composition of the fleet of dry-cargo ships was as Maritime Organization) and MARPOL (the International follows as at 31 December 2012: Convention for the Prevention of Pollution from Ships) regulations, the requirements set by the major oil and As at 31 December 2012 energy companies and international standards. Pursuant Dry cargo Handysize Supramax Panamax Total to MARPOL/IMO regulations, cargos such as palm oil, Owned 9.8 6.0 7.0 22.8 vegetable oil and a range of other chemical products may Chartered 7.0 6.0 9.9 22.9 only be transported by tankers that meet specific requirements (“IMO-classed” vessels). As at 31 December TOTAL 16.8 12.0 16.9 45.7 2012, 66.7% of the vessels in the DIS group fleet were IMO- classed, allowing the Group to transport a wide range of During 2012, d’Amico Dry Limited operated an average products. of approximately 63.4 vessels (50.47% of which were on short-term charter), while d’Amico Shipping Italia S.p.A. D’Amico Shipping Italia operates in the tanker sector with operated an average of approximately 10.6 vessels its 2 Handysize vessels (40,000 DWT) acquired in 2011 (approximately 2.45% of which were on short-term directly on the market. charter). At year-end, the Group’s fleet of tankers included41 The Group boasts longstanding experience in the vessels, as shown in the following table: transportation globally of bulk cargos, specialising in commodities such as coal, iron ore and grain among other, with its clients among the leaders of their Tankers As at 31 December 2012 respective industries. Reliability, flexibility and strong long- MR Handysize Total term relationships are the competitive advantages that Owned 18.0 5.0 23.0 the d'Amico Group has established in the dry-cargo Chartered 15.0 3.0 18.0 business. TOTAL 33.0 8.0 41.0 The dry-cargo sector also includes the shipping of forest A complete list of tankers, as well as of the entire fleet, as products from Canadian/American North Pacific to at 31 December 2012, is annexed to this document. various Mediterranean ports under both long-term contracts with the major timber producers and voyage- Use of the fleet and partnerships based contracts that allow the Group to seize the short- term opportunities presented by the market. As at 31 December 2012, d’Amico International Shipping employed 24 vessels directly: 10 MR ("medium-range”) A significant portion of the vessels in the d'Amico fleet product tankers under fixed-term contracts, with 8 MR are employed under "time-charter" (medium-/long- and 6 Handysize vessels currently employed on the spot term) contracts, while only the residual vessels are market. The Group also employed a part of its vessels chartered on a "per-voyage" basis (known as the "spot" under partnership agreements, although to a lesser market). 2012 Annual Report | 9 extent than in previous periods. Ship management services constitute one of the main lines of business of the Parent Company, d’Amico High Pool Tankers Limited – a pool formed with JX Società di Navigazione S.p.A., which, in part through Shipping Co. Limited, Japan (created by the merger of other subsidiaries, and Ishima Pte Limited (“ISHIMA”) Nissho Shipping Co. Limited and Yuyo Steamship Co. in particular, renders services to Group companies and Limited) and Mitsubishi Corporation.