2014 Annual Report D’Amico Società Di Navigazione S.P.A
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2014 Annual Report d’Amico Società di Navigazione S.p.A. 2014 Annual Report Consolidated and Statutory Financial Statements for the year ended 31 December 2014 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 21 Significant Events during the Year 24 Financial Performance Analysis – The Group 28 Operating Performance 31 Financial Performance Analysis – d’Amico Società di Navigazione S.p.A. 33 Significant Events since the End of the Year and Business Outlook 39 Other Information d’Amico Società di Navigazione Group - Consolidated Financial Statements 42 as at and for the year ended 31 December 2014 44 Consolidated Income Statement 44 Consolidated Statement of Comprehensive Income 45 Consolidated Statement of Financial Position 46 Consolidated Statement of Cash Flows 47 Consolidated Statement of Changes in Shareholders’ Equity 48 Notes d’Amico Società di Navigazione - Statutory Financial Statements 90 as at and for the year ended 31 December 2014 92 Separate Income Statement 92 Statement of Other Comprehensive Income 93 Statement of Financial Position 94 Statement of Cash Flows 95 Statement of Changes in Shareholders’ Equity 96 Notes 120 Annexes 122 List of Fleet Vessels as at 31 December 2014 126 Independent Auditors' Reports 134 Statutory Auditors' Reports 2014 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 PricewaterhouseCoopers SpA 1 Members of the Executive Committee 4 | d’Amico Società di Navigazione S.p.A. 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% d'Amico Italia SpA Dry Maroc S.à.r.l. Italy Morocco 75.00% Domas 100.00% Immobiliare S.r.l. d’Amico Finance Ltd Italy Ireland 51.00% MIDA Maritime 100.00% d’Amico Shipping Company Ltd USA Limited Ireland USA 1.00% 99.83% 76.90% Sirius Ship 99.00% d’Amico Ship Ishima Saemar S.A. Management S.r.l. India Pvt Ltd Spain Italy India 55.55% d’Amico Partecipazioni 100.00% d’Amico Shipping Finanziarie S.r.l. UK Ltd Italy 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 Singapore Pte Ltd Singapore 51.00% dACC Maritime Ltd 6 | d’Amico Società di Navigazione S.p.A. Ireland Report on Operations 58.47% d’Amico International Shipping S.A. Luxembourg 100.00% d’Amico 100.00% d’Amico Tankers Tankers Ltd UK Ltd Ireland UK 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 33.00% Eco Tankers Ltd Malta Holding company Shipping company Service company Finance company Real-estate company Telecommunications company 2014 Annual Report | 7 d’Amico Società di Navigazione Group d’Amico Società di Navigazione S.p.A. (“DSN”, “Parent International Shipping S.A. (“DIS”), a Luxembourg sub- Company”, “Company”) is the holding company of a holding company with global shipping operations, leading global shipping group with operations in dry specialized in the tanker sector, is listed on the STAR cargo ships, tankers and auxiliary maritime services. The segment of the market (MTA) organized and managed d'Amico Group (the "Group") boasts a long tradition as by Borsa Italiana S.p.A. Experience, competence and a family business founded in 1936 and has developed a responsibility, in addition to a strong focus on the client, worldwide presence over the years with offices in the operational safety and protection of the environment, most important operating and financial maritime are the d'Amico Group's core values. mercantile centres. Its indirect subsidiary d’Amico Summary of results Income Statement Figures (Thousands of euro) 2014 2013A Change % Change Consolidated revenue 755,952 625,740 130,212 20.8% Consolidated costs (731,451) (592,322) (139,129) (23.5%) Income on the disposal of fixed assets 7,559 19,109 (11,550) (60.4%) EBITDA 32,060 52,527 (20,467) (39.0%) EBIT (20,793) (93) (20,700) NET PROFIT OR LOSS (39,077) 30,889 (69,966) (226.5%) Net profit / (loss) - Minorities (817) 5,271 (6,088) (115.5%) GROUP NET PROFIT OR LOSS (38,260) 25,618 (63,878) (249.3%) The financial statements in question closed 2014 with a 31 December 2014. As is known, the company uses loss of Euro 39.1 million, of which Euro 38.2 million various hedging instruments to protect against possible pertaining to the Group, compared to consolidated fluctuations in its main market pertaining to financial profit of Euro 30.8 million (of which Euro 25.6 million of interest (IRS), fuel purchases (bunker swaps), exchange the Group) in 2013A. In this regard we specify that the rates (FEX) and freight (FFA). Performance in the later figures for 2013 were adjusted (and posted with the part of 2014, primarily for the first two of these, wording 2013A) as a result of the retrospective first-time registered unexpected, sudden changes, bringing 10- application of the new IFRS and the reclassification of year US rates from 3% to approximately 2% and causing the ineffective portion of the cash flow hedge of the cost of bunker swaps to collapse from USD 700 to gains/(losses). For more information refer to the section approximately USD 350 per tonne. The positions of Note 1 “Accounting principles adopted from 1 cautiously put in place to fix the related costs had a January 2014”, the part covering the notes to the Group negative book value as at 31 December which, based report. on the international accounting standards, was directly posted to the income statement. That sum will, in any The reason for these results, summarized in the table event, be used at the end of 2015: the difference above, is due to the negative trend in the operating between the reference values as at 31.12.2015 and those markets as well as, and especially, the accounting effect recorded as at 31.12.2014 will be considered in of the revaluation of several financial instruments as at determining the profit (loss) for the year. 8 | d’Amico Società di Navigazione S.p.A. Report on Operations Business areas Dry cargo and container ships "per-voyage" basis (known as the "spot" market), including the performance of freight contracts The Group operates in the dry-cargo sector of the negociated dierctly with customers. shipping market through d’Amico Dry Limited, d’Amico Shipping Singapore, d’Amico Shipping Italia S.p.A. ("DSI") and Mida Maritime Ltd. The latter sold its only vessel during 2014. Therefore, at the end of the year, its operations were substantially suspended. The fleet Tankers comprises both owned ships and ships on short-term The Group's tanker business is generated under d'Amico and long-term charters. The list of vessels (owned and International Shipping S.A., primarily through its long-term charters) managed during 2014 is attached subsidiary d'Amico Tankers Limited, based in Ireland, hereto, including “tanker” ships, described in greater with a fleet with an average age of approximately 7 detail hereinafter. Vessels employed based on “short- years, compared to a sector average of 9.96 years term” charters in order to satisfy flexibility needs and seize (source: Clarkson). All the DIS Group’s vessels are double- the opportunities presented by the dry-cargo market are hull vessels, with “coated” tanks, and are primarily not included, as they do not represent an integral part employed in the transport of refined petroleum of the d’Amico Group's core fleet. In further detail, the products, providing maritime shipping services on a Group operates in the following segments: Handysize global scale to the major oil companies and trading (from 32,000 DWT to 40,000 DWT), Supramax (from firms. In addition, all vessels have been constructed in 52,000 DWT to 58,000 DWT) and Panamax (from 74,000 accordance with IMO (International Maritime DWT to 83,000 DWT). Organization) and MARPOL (the International The composition of the dry-cargo fleet was as follows as Convention for the Prevention of Pollution from Ships) at 31 December 2014: regulations, the requirements set by the major oil and energy companies and international standards. Pursuant to MARPOL/IMO regulations, cargoes such as palm oil, As at 31 December 2014 vegetable oil and a range of other chemical products Dry cargo Handysize Supramax Panamax Total may only be transported by tankers that meet said Owned 7 4 7 18 requirements (“IMO-classed” vessels).