DHT Holdings, Inc. (DHT)
20-F/A
Annual and transition report of foreign private issuers pursuant to
sections 13 or 15(d)
Filed on 01/31/2011
Filed Period 01/31/2011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
Amendment No. 1
(Mark One)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to ________________
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report ________________
OR
OR
OR
Commission file number: 001-32640
DHT HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Republic of the Marshall Islands
(Jurisdiction of incorporation or organization)
26 New Street
St. Helier, Jersey, JE23RA
Channel Islands
(Address of principal executive offices)
Eirik Ubøe
Tel: +44 1534 639759
26 New Street
St. Helier, Jersey, JE23RA
Channel Islands
(Insert name, telephone, e-mail and/or facsimile number and address of company contact person)
______________________
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Common stock, par value $0.01 per share
Name of each exchange on which registered
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual
report. 48,675,897 common stock, par value $0.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No ý
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer
and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ¨ Accelerated Filer ý Non-accelerated Filer ¨
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP
¨ International Financial Reporting Standards as issued by the International Accounting Standards Board ý Other ¨
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to
follow. Item 17 ¨ Item 18 ¨
If this report is an annual report, indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
¨ No ý
EXPLANATORY NOTE
PART II
ITEM 15. CONTROLS AND PROCEDURES
PART III
ITEM 18. FINANCIAL STATEMENTS
ITEM 19. EXHIBITS
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EXPLANATORY NOTE
This Form 20-F/A amends our Annual Report on Form 20-F for the year ended December 31, 2009, as filed with the U.S. Securities and Exchange
Commission (the “Commission”) on March 25, 2010 (the “2009 Annual Report”).
On December 28, 2010, we received a comment letter from the Commission’s Division of Corporation Finance regarding the 2009 Annual Report. The
Commission requested that we amend the 2009 Annual Report to include an audited balance sheet as of the date of our transition to IFRS (January 1,
2008). This balance sheet information had been included in the 2009 Annual Report, but only in Note 14 to the audited financial statements.
In response to the Commission’s comment, we are restating our consolidated financial statements , which are identical in all respects to the consolidated
financial statements contained in our 2009 Annual Report, except that the consolidated financial position as of January 1, 2008 is now set forth directly on the
consolidated statements of financial position. In addition, Notes 2, 6, 7, 8, 9 and 10 to the audited financial statements were amended to include certain
additional financial information as of January 1, 2008 and subsequent events were updated in Note 13.
In addition, new Reports of Independent Registered Public Accounting Firm have been issued in relation to the audit of the restated consolidated financial
statements and of the effectiveness of internal control over financial reporting, the latter of which expresses an adverse opinion.
In connection with the restatement described above, we have concluded that we did not maintain effective internal controls over financial reporting as of
December 31, 2009. We have reached this conclusion solely as a result of our failure to present the consolidated financial position as of January 1, 2008 on
the face of our consolidated statements of financial position in our consolidated financial statements. In connection with the foregoing, we have amended
“Part II •Item 15. Controls and Procedures” to reflect this conclusion. The restatement did not impact the consolidated statement of financial position as of
December 31, 2009 and 2008 or the consolidated statements of income for each of the two years ended December 31, 2009.
We have, concurrently with the filing of this Form 20-F/A, filed on Form 6-K our audited financial statements for 2010. In connection with the issuance of
our 2010 audited financial statements, Ernst & Young has issued “unqualified” opinions on our consolidated financial statements and on the effectiveness of
our internal controls over financial reporting as of December 31, 2010.
1
We are also including currently dated Sarbanes Oxley Act Section 302 and Section 906 certifications of our Chief Executive Officer and Chief Financial
Officer, which are attached to this Form 20-F/A as Exhibits 12.1, 12.2 and 13.1.
Other than as described above, this Form 20-F/A does not, and does not purport to, amend, update or restate any other information or disclosure included in
our 2009 Annual Report and does not, other than the subsequent events described in Note 13 to the consolidated financial statements, purport to, reflect any
events that have occurred after the date of the initial filing of our 2009 Annual Report. As a result, our 2009 Annual Report, as amended by this Form 20-F/A
and the attached certifications, continues to speak as of the initial filing date of our 2009 Annual Report.
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ITEM 15. CONTROLS AND PROCEDURES
A. DISCLOSURE CONTROLS AND PROCEDURES
PART II
In connection with the restatement of the consolidated financial statements of DHT Maritime for the year ended December 31, 2009 as described in the
“Explanatory Note ” to this Form 20-F/A, we conducted an evaluation (under the supervision and with the participation of management, including the chief
executive officer and its chief financial officer), pursuant to Rule 13a-15 of the Exchange Act, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2009 (the “Evaluation Date”). Based on
this evaluation, and as a result of the restatement of our 2009 financial statements as described in the “Explanatory Note” to this Form 20-F/A, our chief
executive officer and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide
reasonable assurance that material information required to be disclosed by us in reports we file or submit under the Securities Exchange Act of 1934 (the
“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission.
B. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER REPORTING
In accordance with Rule 13a-15 of the Exchange Act, the management of DHT Holdings, Inc. and its subsidiaries (the “Company”) is responsible for the
establishment and maintenance of adequate internal controls over financial reporting for the Company. Internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. The Company’s system of internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of
management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the Company’s assets that could have a material effect on the financial statements.
As a result of comments received from the Commission, it was identified that the 2009 consolidated financial statements did not present the consolidated
financial position as of January 1, 2008 in the consolidated statements of financial position or the related disclosures as of January 1, 2008 in the notes to the
financial statements. Presentation of the consolidated financial position as of the date of transition to IFRS in the consolidated statements of financial position
is required by paragraph 21 of IFRS 1. Although the consolidated financial position as of January 1, 2008 had appeared in Note 14, “Transition to IFRS”, our
internal controls over the preparation and presentation of the consolidated statements of financial position were ineffective in respect of the requirements of
paragraph 21 of IFRS 1. As a result of this deficiency, management concluded that a material weakness existed in our internal control over financial reporting
as of December 31, 2009.
Our management has performed an assessment of the effectiveness of the Company’s internal controls over financial reporting as of the Evaluation Date
based on the provisions of Internal Control•Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission or
“COSO”. Based on our assessment, and as a result of the material weakness described above, management has determined that the Company’s internal
controls over financial reporting were not effective as of the Evaluation Date based on the criteria in Internal Control•Integrated Framework issued by COSO.
C. ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The effectiveness of our internal control over financial reporting as of December 31, 2009 was audited by Ernst & Young AS, an independent registered
public accounting firm, as stated in their report which appears herein.
D. CHANGES IN INTERNAL CONTROL OVER REPORTING
As a result of the material weakness described above, there was a change in the Company’s internal control over financial reporting that occurred during the
period covered by the 2009 Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over
financial reporting. There were no such other changes in the Company’s internal control over financial reporting.
E. REMEDIATION OF MATERIAL WEAKNESS
In regards to the material weakness described above, there is no further requirement to present the transition-date IFRS statement of financial position in
future financial statements; consequently, there is no requirement for a related control to be designed and placed into operation for future financial reporting.
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ITEM 18. FINANCIAL STATEMENTS
PART III
The following financial statements, together with the related reports of Ernst & Young AS, an independent registered public accounting firm, are filed as part
of this Amendment No. 1 to Form 20-F:
DHT Maritime, Inc. Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Statement of Financial Position as of December 31, 2009, December 31, 2008 and January 1, 2008
Consolidated Income Statement for the years ended December 31, 2009 and 2008
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2009 and 2008
Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008
Notes to Consolidated Financial Statements
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ITEM 19. EXHIBITS
12.1 Certification of Chief Executive Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(b)).
12.2 Certification of Chief Financial Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(b)).
13.1 Certification furnished pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter
63 of Title 18.
15.1 Consent of Independent Registered Public Accounting Firm.
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The registrant hereby certifies that it meets all of the requirements for filing of this Amendment No. 1 to Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
SIGNATURES
Date: January 31, 2011
DHT HOLDINGS, INC.
/s/ Svein Moxnes Harfjeld
Name:
Title:
Svein Moxnes Harfjeld
Chief Executive Officer
(Principal Executive Officer)
By:
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FINANCIAL STATEMENTS
DHT Maritime, Inc.
Index to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Statement of Financial Position as of December 31, 2009, December 31, 2008 and January 1, 2008
Consolidated Income Statement for the years ended December 31, 2009 and 2008
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2009 and 2008
Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008
Notes to Consolidated Financial Statements
Page
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F-7
F-8
F-1
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Report of Independent Registered Public Accounting Firm
The Board of Directors and shareholders
DHT Maritime, Inc.
We have audited the accompanying consolidated statement of financial position of DHT Maritime, Inc. as of December 31, 2009 and 2008 and January 1,
2008 and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the two years in
the period ended December 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of DHT Maritime, Inc. at
December 31, 2009 and 2008 and January 1, 2008, and the consolidated results of its operations and its cash flows for each of the two years in the period
ended December 31, 2009, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
As discussed in Note 2A to the consolidated financial statements, the consolidated financial statements have been restated to present the consolidated
statement of financial position and related disclosures as of January 1, 2008 in addition to the consolidated statements of financial position as of December 31,
2009 and 2008 presented previously.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control
over financial reporting as of December 31, 2009, based on criteria established in Internal Control•Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated January 31, 2011, expressed an adverse opinion thereon.
/s/ Ernst & Young AS
Ernst & Young AS
Oslo, Norway
January 31, 2011
F-2
Report of Independent Registered Public Accounting Firm
The Board of Directors and shareholders
DHT Maritime, Inc.
We have audited DHT Maritime, Inc.’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal
Control•Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). DHT Maritime,
Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Reporting. Our responsibility is to
express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our previously issued report, we expressed an opinion that DHT Maritime, Inc. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2009, based on the COSO criteria. Management subsequently identified a material weakness described in the following
paragraph. As a result, management has revised its assessment, as presented in Item 15, “Management’s Annual Report on Internal Control Over Financial
Reporting” to conclude that DHT Maritime, Inc.’s internal control over financial reporting was not effective as of December 31, 2009. Accordingly, our
present opinion on the effectiveness of internal control over financial reporting, as expressed herein, is different from that expressed in our previous report.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that
a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material
weakness has been identified and included in management’s assessment. Management has identified a material weakness in its internal controls over the
preparation and presentation of the consolidated statement of financial position as of January 1, 2008 in respect of the requirements of paragraph 21 of IFRS
1. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of
financial position of DHT Maritime, Inc. as of December 31, 2009 and 2008 and January 1, 2008, and the related consolidated statements of income,
comprehensive income, changes in shareholders’ equity and cash flows for each of the two years in the period ended December 31, 2009. This material
weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2009 financial statements and this report does
not affect our report dated January 31, 2011, except as described in Note 2A, which expressed an unqualified opinion on those financial statements.
In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, DHT Maritime, Inc.
has not maintained effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.
/s/Ernst & Young AS
Ernst & Young AS
Oslo, Norway
January 31, 2011
F-3
(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents
Voyage receivables from OSG
Prepaid expenses
Total current assets
Vessels, net of accumulated depreciation
Other long term receivables
Deposits for vessel acquisitions
Prepaid expense
Total assets
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable and accrued expenses
Derivative financial instruments
Deferred shipping revenues
Current instalment of long-term debt
Total current liabilities
Long-term liabilities
Long term debt
Derivative financial instruments
Other long term liabilities
Total long term liabilities
Stockholders’ equity
Common stock
Paid-in additional capital
Retained earnings/(deficit)
Accumulated other comprehensive income/(loss)
Total stockholders’ equity
Total liabilities and stockholders’ equity
DHT Maritime, Inc.
Consolidated Statement of Financial Position
as of
December 31,
2009
Note
as of
December 31,
2008
Restated(1)
January 1,
2008
8, 9
8, 9
$
$
$
6
6
7
8
8, 9
8, 9
8
10
$
$
$
72,664
-
3,287
75,951
441,036
984
-
-
517,971
6,250
11,779
7,898
-
25,927
293,041
6,646
433
300,120
487
239,624
(33,824)
(14,363)
$
$
$
59,020
8,791
1,150
68,961
462,387
-
-
-
531,348
6,400
10,945
7,855
-
25,200
342,852
15,473
-
358,325
392
200,570
(26,721)
(26,418)
$
$
191,924
517,971
$
$
147,823
531,348
$
$
10,365
1,547
1,675
13,587
398,005
-
9,145
134
420,871
4,409
2,993
7,006
75,000
89,408
252,363
7,225
-
259,588
300
108,760
(26,967)
(10,218)
71,875
420,871
(1) The restated consolidated statement of financial position of DHT Maritime as of January 1, 2008 presented above is identical to the financial position of
DHT Maritime as of January 1, 2008 included in Note 14 to the audited financial statements filed with the Company’s Annual Report on Form 20-F for
the year ended December 31, 2009, as filed with the U.S. Securities and Exchange Commission on March 25, 2010. See Note 2A.
See notes to accompanying financial statements.
F-4
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(Dollars in thousands,
except share and per share
amounts)
Shipping revenues
3, 4
Operating expenses
Vessel expenses
Depreciation and
amortization
6
General and administrative 11
Total operating expenses
Income from vessel
operations
8
Interest income
Interest expense
Fair value gain/(loss) on
derivative financial
instruments
Other financial (expense)
Net income / Profit for the
year
Basic net income per share
Diluted net income per
share
Weighted average number
of shares (basic)
Weighted average number
of shares (diluted)
5
5
Statement of
Comprehensive Income
Profit for the year
Other comprehensive
income:
Cash flow hedges
8
Total comprehensive
income for the period
DHT Maritime, Inc.
Consolidated Income Statement
Note
Year ended December 31, 2009
Year ended December 31, 2008
$
$
$
$
$
$
102,576
30,034
26,762
4,588
61,384
41,192
298
(18,130)
(4,062)
(2,452)
16,846
0.36
0.36
46,321,404
46,321,404
16,846
12,055
28,901
$
$
$
$
$
$
114,603
21,409
25,948
4,766
52,123
62,480
1,572
(21,904)
-
-
42,148
1.17
1.17
36,055,422
36,055,422
42,148
(16,200)
25,948
See notes to accompanying financial statements.
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(Dollars in
thousands)
Balance at
January 1, 2008
Total
comprehensive
income
Cash dividends
declared and paid
Issue of Common
stock
Compensation
related to options
and restricted
stock
Issue of restricted
stock awards
Balance at
December 31,
2008
(Dollars in
thousands)
Balance at
January 1, 2009
Total
comprehensive
income
Cash dividends
declared and paid
Issue of Common
stock
Compensation
related to options
and restricted
stock
Issue of restricted
stock awards
Balance at
December 31,
2009
DHT Maritime, Inc.
Consolidated Statement of Changes in Shareholders’ Equity
Common Stock
Shares
Amount
Paid-in
Additional
Capital
Retained
Earnings
Cash
Flow
Hedges
Total
equity
30,030,811
$
300
$
108,760
$
(26,967)
$
(10,218)
$
71,875
9,200,000
92
91,334
7,996
476
42,148
(41,902)
(16,200)
25,948
(41,902)
91,426
476
-
39,238,807
$
392
$
200,570
$
(26,721)
$
(26,418)
$
147,823
Common Stock
Shares
Amount
Paid-in
Additional
Capital
Retained
Earnings
Cash
Flow
Hedges
Total
equity
39,238,807
$
392
$
200,570
$
(26,721)
$
(26,418)
$
147,823
9,408,481
95
38,305
28,609
749
16,846
(23,949)
12,055
28,901
(23,949)
38,400
749
-
48,675,897
$
487
$
239,624
$
(33,824)
$
(14,363)
$
191,924
Transaction costs on stock issues:
The amount recognized as additional paid-in capital in 2009 and 2008 is after the deduction of share issue cost of $206,998 and $343,567, respectively.
See notes to accompanying financial statements.
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DHT Maritime, Inc. Consolidated Statement of Cash Flow
(Dollars in thousands)
Cash Flows from Operating Activities:
Net income
Items included in net income not affecting cash flows:
Depreciation and amortization
Amortization related to interest and swap expense
Deferred compensation related to options and restricted stock
Changes in operating assets and liabilities:
Receivables
Prepaid expenses
Accounts payable, accrued expenses and deferred revenue
Net cash provided by operating activities
Cash Flows from Investing Activities:
Investment in vessels
Net cash used in investing activities
Cash flows from Financing Activities
Issuance of common stock
Issuance of long-term debt, net of acquisition costs
Cash dividends paid
Deferred offering costs
Repayment of long-term debt
Net cash provided by/ (used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Interest paid
See notes to accompanying financial statements.
F-7
Year ended
December 31,
2009
Note
Year ended
December 31,
2008
$
16,846 $
6
8
11
8
7
6
10
8, 9
10
8, 9
$
$
26,762
4,251
749
8,791
(3,121)
326
54,604
(5,411)
(5,411)
38,400
-
(23,949)
-
(50,000)
(35,549)
13,644
59,020
72,664 $
18,303 $
42,148
25,948
189
476
(7,244)
525
2,840
64,882
(81,185)
(81,185)
91,426
90,300
(41,902)
134
(75,000)
64,958
48,655
10,365
59,020
20,750
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Note 1 – General Information
NOTES TO DHT MARITIME, INC.
CONSOLIDATED FINANCIAL STATEMENTS
DHT Maritime, Inc. (the “Company”) was incorporated under the name of Double Hull Tankers, Inc. on April 14, 2005 under the laws of the Marshall Islands
as a wholly owned indirect subsidiary of Overseas Shipholding Group, Inc. (“OSG”). In October 2005, the Company completed its initial public offering.
Immediately after the initial public offering wholly owned subsidiaries of OSG owned 44.5% of the Company’s common stock. During the first half of 2007
the wholly owned subsidiaries of OSG sold all of their shares of the Company’s common stock. In June 2008 the Company changed its name from Double
Hull Tankers, Inc. to DHT Maritime Inc.
The Company has nine Marshall Islands subsidiaries (the “Vessel Subsidiaries”) and one Norwegian subsidiary. The primary activity of each of the Vessel
Subsidiaries is the ownership and operation of a Vessel.
The Company’s principal executive office is located at 26 New Street, St Helier, Jersey, Channel Islands.
Note 2 – Significant Accounting Principles
A. Basis of preparation and accounting
The DHT Maritime, Inc. consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by
the International Accounting Standards Board (IFRS). The financial statements have been prepared on a historical cost basis, except for derivative financial
instruments that have been measured at fair value. The principal accounting policies are set out below.
The financial statement for the year ended December 31, 2009 is the first annual financial statement that the Company has prepared in accordance with IFRS
and includes the comparative period for 2008. The IFRS opening balance and discussion of implementation effects are provided in note 14.
The consolidated financial statements of DHT Maritime, Inc. for the year ended 31 December 2009 was the entity’s first consolidated financial statements in
accordance with International Financial Reporting Standards (IFRS). According to IFRS 1.21 (previously IFRS 1.36 in the bound volume 2008) a first time
adopter has to present three statements of financial position, as at the end of the current period, the end of the previous period and the beginning of the earliest
comparative period. DHT Maritime, Inc. included the financial position information relating to the earliest required date in Note 14 to its financial statements
(but not also within the statement of financial position). Accordingly, the consolidated financial statements for the year ended 31 December 2009 have been
subsequently restated to include such information directly on the statement of financial position and related disclosures in the notes.
B. Other significant accounting policies
Basis of consolidation
The consolidated financial statements comprise the financial statement of DHT Maritime, Inc and entities controlled by the Company (its subsidiaries).
Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed during the year are included in the consolidated financial statement from the effective date of acquisition or up
to the effective date of disposal, as appropriate.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All
intercompany balances and transactions have been eliminated upon consolidation or combination.
Acquisitions of subsidiaries are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of fair values of
assets given, liabilities incurred or assumed, and equity instruments issued by the Company in exchange of control of the acquiree, plus any costs directly
attributable to the business combination.
The cost of the business combination in excess of the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is
accounted for as goodwill.
Cash and cash equivalents
Interest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cash
equivalents. Cash and cash equivalents are recorded at their nominal amount on the balance sheet.
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Vessels
Vessels are stated at historical cost, less subsequent depreciation and impairment, if any. For vessels purchased, these costs include expenditures that are
directly attributable to the acquisition of these vessels. Depreciation is calculated on a straight-line basis over the useful life of the vessels, taking residual
values into consideration, and adjusted for impairment charges, if any.
The estimated useful lives, and residual values are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.
Each vessel’s residual value is equal to the product of its lightweight tonnage and an estimated scrap rate per ton.
Each component of the vessels, with a cost significant to the total cost, is separately identified and depreciated, on a straight-line basis, over that component’s
useful life.
Deferred drydock expenditures
Drydock expenditures have been recognized as an asset when the recognition criteria were met. The recognition is made when the dry-docking has been
performed and is depreciated based on estimated time to the next inspection. Any remaining carrying amount of the cost of the previous inspection is de-
recognized. Ordinary repairs and maintenance expenses are charged to the income statement during the financial period in which they are incurred.
Impairment of vessels
The carrying amounts of vessels held and used are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying
amount of a particular asset may not be fully recoverable. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (CGU) fair value
less cost to sell and its value in use and is determined for each individual asset, unless the asset does not generate cash inflows that are largely independent of
those other assets or groups of assets. Normally this will cause each vessel to be tested separately, however in situations where vessels are expected to operate
in a commercial pool over a longer period, impairment test can under certain conditions be performed on a fleet wide basis. Where the carrying amount of an
asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Such impairment is recognized
in the income statement. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset.
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount, however not
to an extent higher than the carrying amount that would have been determined, had no impairment loss been recognized in prior years. Such reversals are
recognized in the income statement.
Leases
The determination of whether an arrangement is, or contain a lease, is based on the substance of the arrangement at inception date: whether fulfilment of the
arrangement is dependent on the use of a specific or assets or the arrangement conveys a right to use the asset. Time charters and bareboat charter
arrangements are assessed to involve lease arrangements. Leases in which a significant portion of the risks and rewards of the ownership are retained by the
lessor are classified as operating lease. The charter arrangements whereby the Company’s vessels are leased are treated as operating leases. Payments made
under operating leases are further described in the paragraph discussing revenue.
Revenue and expense recognition
Revenues from time charters and bareboat charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such
charters.
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For vessels operating in commercial pools, revenues and voyage expenses are pooled and allocated to each pool’s participants on a time charter equivalent
basis in accordance with an agreed-upon formula.
Vessel expenses include crew costs, vessel stores and supplies, lubricating oils, maintenance and repairs, insurance and communication costs.
As part of all of the time charters and one of the bareboat charters that the Company has entered into with subsidiaries of OSG with respect to its Vessels, the
Company has the opportunity to earn additional hire when vessel earnings exceed the basic hire amounts set forth in the charters. Additional hire, if any, is
calculated and paid quarterly in arrears and recognized as revenue in the quarter in which it was earned.
On October 18, 2005, and as subsequently amended, the Company entered into ship management agreements with Tanker Management, a subsidiary of OSG,
for the technical management of its seven Initial Vessels (the vessels that we acquired simultaneously with the closing of our initial public offering on October
18, 2005) in exchange for a fixed fee. As part of the ship management agreements, OSG was responsible for drydocking costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities “at fair value through profit or loss” (FVTPL) or “other financial liabilities”. The FVTPL
category comprises the Company’s derivatives. Other financial liabilities of the Company are classified as “other financial liabilities”.
a) Other financial liabilities
Other financial liabilities, including debt, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at
amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.
The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where
appropriate, a shorter period.
b) Derivatives
The Company uses interest rate swaps to convert interest-bearing debt from floating to fixed rate. The swaps have been designated and have qualified as cash
flow hedges until December 31, 2008. The Company applied hedge accounting until December 31, 2008. From January 1, 2009 the Company has
discontinued hedge accounting prospectively.
Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at each
balance sheet date. The resulting gain and loss is recognized in profit or loss immediately.
When a derivative is an effective hedge instrument, a change in the fair value is either offset against the change in fair value of the hedged item or recognized
in other comprehensive income until the hedged item is recognized in income. The ineffective portion of effective hedges is immediately recognized in
income. Derivatives that are not effective hedges are fully adjusted through income.
As of January 1, 2009, when the Company discontinued hedge accounting prospectively, the unrealized gains and losses on the derivative instruments
recognized in comprehensive income remains in comprehensive income until the hedged forecast transaction occurs.
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Fair Value Measurement
The fair value of financial instruments that are actively traded in organized markets is determined by reference to quoted marked bid prices. For financial
instruments where there is no active market, fair value is determined using valuation techniques. Such techniques may include using recent arm’s length
market transactions; reference to the current fair value of another instrument that is substantially the same; discounted cash flows analysis or other valuation
models.
Financial assets – receivables
Trade receivables are measured at amortised cost using the effective interest rate method, less any impairment. Normally the interest element could be
neglected due to the fact that the receivables are short term. The Company regularly reviews its accounts receivables and estimates the amount of
uncollectible receivables each period and establishes an allowance for uncollectible amounts. The amount of the allowance is based on the age of unpaid
amounts, information about the current financial strength of customers, and other relevant information.
Derecognition of financial assets and financial liabilities
The Company derecognises a financial asset only when the contractual rights to cash flows from the asset expire; or it transfers the financial asset and
substantially all risks and reward of ownership of the asset to another entity.
The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire.
Foreign currency
The functional currency of the Company and each of the Vessel Subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in other currencies
are translated at the year end exchange rates. Foreign currency revenues and expenses are translated at transaction date exchange rates. Exchange gains and
losses are included in the determination of net income.
Group companies that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
a) Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
b)
c) All resulting exchange differences are recognised as a separate component of equity.
Income and expense for each income statement are translated at the average exchange rate, and
Concentration of risk
All of the Company’s vessels are chartered to OSG, and consequently OSG is the only source of trade receivables. Due to this fact the concentration of risk
related to trade receivables is substantial, however the Company believes that the risk can be adequately monitored as OSG is a publicly traded company with
credit ratings from Standard & Poors and Moody’s. All of the Company’s debt and counterparty for its interest rate swaps are with the same financial
institution.
Balance Sheet Classification
Current assets and short-term liabilities include items due less than one year from the balance sheet date, and items related to the operating cycle, if longer,
and those primarily held for trading. The current portion of long-term debt is included as current liabilities. Other assets than those described above are
classified as non-current assets.
Where the Company holds a derivative as an economic hedge (even if hedge accounting is not applied) for a period beyond 12 months after the balance sheet
date, the derivative is classified as non-current (or separated into current and non-current).
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Related parties
Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making
financial and operating decisions. Parties are also related if they are subject to common control or common significant influence. All transactions between
the related parties are recorded at ‘arm’s length’ (estimated market value).
Taxes:
No income taxes have been provided herein because the Company is a foreign corporation that is not subject to United States federal income taxes. Further,
the Company is not subject to income taxes imposed by the Marshall Islands, the country in which it is incorporated.
Stock Compensation
Employees of the Company receive remuneration in the form of restricted common stock, that is subject to vesting conditions. Equity-settled share based
payment is measured at the fair value of the equity instrument at the grant date.
The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equity instruments
that will eventually vest.
Segment information
The Company does only have one operating segment, and consequently does not provide segment information, except for the entity wide disclosures required.
Use of estimates
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could differ from those estimates. Areas where significant judgement has been applied are:
•
•
•
•
Depreciation: As described above, the Company reviews estimated useful lives and residual values each year. Estimates may change due to
technological development, competition and environmental and legal requirements. In addition residual value may vary due to changes in market
prices on scrap.
Drydock period: the vessels are required by their respective classification societies to go through a dry dock at regular intervals. In general, vessels
below the age of 15 years are docked every 5 years and vessels older than 15 years are docked every 2 1/2 years.
Impairment testing of Vessels: Impairment occurs when the carrying value of an asset or cash generating unit exceeds its recoverable amount,
which is the higher of its fair value less costs to sell and its value in use. The value in use calculation is based on a discounted cash flow model. The
recoverable amount is most sensitive to the assumptions made for the discount rate used to discounted future cash flows as well as the estimated
future net cash inflows and the growth rate used for extrapolation purposes.
Stock based compensation: Expenditures related to stock based compensation is sensitive to assumptions used in calculation fair value, however the
total expenditures related to stock based compensation is immaterial.
Standards and interpretations not adopted
The following standards and interpretations are issued but the Company chooses not to early adopt these standards and interpretations.
F-12
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
IFRS 2 Share-based Payment: Group Cash-settled Share-based Payment Transactions effective 1 January 2010
IFRS 3 Business Combinations (Revised) and IAS 27 Consolidated and Separate Financial Statements(Amended) effective 1 July 2009 including
consequential amendments to IFRS 7, IAS 21,IAS 28, IAS 31 and IAS 39
IFRS 9 Financial instruments, effective 1 January 2013.
IAS 24 Related parties (Revised), effective 1 January 2011.
IAS 32 Financial instruments – Puttable financial instruments and obligations arising on liquidation, effective 1 February 2010.
IAS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items, effective 1 July 2009.
IFRIC 12 Service concession arrangements, effective, 29 March 2009.
IFRIC 14 Amendment – Prepayments of a Minimum Funding Requirement, effective 1 January 2011.
IFRIC 15 Agreements for the construction of real estate, effective 1 January 2010.
IFRIC 16 Hedges of a Net Investment in a Foreign Operation, effective 1 July 2009.
IFRIC 17 Distribution of Non-cash Assets to Owners, effective 1 November 2009.
IFRIC 18 Transfers of Assets from Customers, effective 1 July 2009.
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments, effective 1 July 2010
Improvements to IFRSs (April 2009), 15 changes in 12 different standards. The effective date differs, but most of them are effective from 1 July
2009 or 1 January 2010.
The Company does not expect that the new and amended standards and interpretations will have a material impact on the financial statement when
implemented.
Note 3 - Segment information
Operating Segments:
Since DHT’s business is limited to operating a fleet of crude oil tankers, management has chosen not to organise the business into different segments.
Consequently the Company does only has one operating segment as defined in IFRS 8 Operating Segments. DHT considers the world as one market.
Therefore the Company does not issue geographical reports.
Entity-wide disclosures:
Information about major customers:
All of the Company’s Vessels are chartered to wholly-owned subsidiaries of Overseas Shipholding Group, Inc (“OSG”) as of December 31, 2009 pursuant to
either time charters or bareboat charters. The charters’ payments to the Company under these charters are the only source of revenue. Seven vessels are time
chartered to OSG with the terms expiring from the second quarter of 2012 to the second quarter of 2013. The two Suezmax tankers are bareboat chartered to
OSG until 2014 and 2018, respectively.
Note 4 - Charter arrangements
The following summarises the material terms of the Company’s charters.
Each of the Initial Vessels is subject to time charter agreements with OSG. Each time charter may be renewed by the charterer on one or more successive
occasions. The Suezmax vessels, Overseas Newcastle and Overseas London are bareboat chartered to OSG. Detail is provided below:
F-13
Table of Contents
Time charters:
Vessel
Overseas Ann
Overseas Chris
Overseas Regal
Overseas Cathy
Overseas Sophie
Overseas Rebecca
Overseas Ania
Expiry after
Extension *
April 16, 2013
October 16, 2012
April 16, 2012
January 16, 2013
July 16, 2012
April 16, 2012
April 16, 2012
Maximum Remaining
Extension term
7 years
7 years
5 years
7 years
7 years
3.5 years
3.5 years
* On November 26, 2008, the Company entered into an agreement with OSG whereby OSG exercised its option to extend the charters for the Initial Vessels
upon expiry of the Vessels' initial charter periods.
Charter year
ending
Oct. 17, 2008
Oct. 17, 2009
Oct. 17, 2010
Oct. 17, 2011
Oct. 17, 2012
Oct. 17, 2013
Overseas Ann,
Overseas Chris,
Overseas Regal
$ 37,500/day
37,600/day
37,800/day
38,100/day
38,500/day
38,800/day
Overseas Cathy,
Overseas Sophie
$ 24,800/day
24,900/day
25,100/day
25,400/day
25,700/day
26,000/day
Overseas Rebecca,
Overseas Ania
$ 18,800/day
18,900/day
19,100/day
19,400/day
19,700/day
-
The charterers are not obligated to pay the Company charters hire for off hire days that include days vessel is unable to be in service due to, among other
things, repairs or drydockings.
Bareboat charters:
Vessel
Overseas Newcastle (1)
Expiry
Dec 4, 2014
Charter rate
$ 26,300/day first 3 years, 25,300 thereafter
Overseas London (2)
__________________
(1) OSG has the right to acquire the vessel at the end of charter term.
(2) OSG has the right acquire the vessel at the end of the eight, ninth and tenth year of the charter term. OSG and DHT to share excess of market value above
purchase price 60% to OSG and 40% to DHT.
Jan 28, 2018
26,600/day
Additional hire:
In addition to the basic hire, the charter arrangement provides certain profit sharing arrangements for additional hire for all vessels except the Overseas
London. The amount of additional hire, if any, depends upon several factors such as whether or not the vessel operates in a pool. The amount of additional
hire in 2009 was $12,079,000 (2008: $24,822,000)
Minimum charter payments:
The future minimum revenues expected to be received from the time charters and bareboat charters for the Company’s nine Vessels and the related revenue
days (which represent calendar days, less estimated days that the time chartered vessels are not available for employment due to repairs or drydock) are as
follows:
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Table of Contents
(Dollars in thousands)
Year
2010
2011
2012
2013
2014
Thereafter
Net minimum charter payments:
$
$
Amount
91,102
90,723
65,859
23,460
18,286
29,932
319,362
Revenue days
3,224
3,204
2,237
851
703
1,124
11,343
Future minimum revenues do not include any additional hire from the profit sharing component of the charter agreements. Revenues from a time charter are
not received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter
revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will
be reflective of the actual off-hire in the future.
Note 5 - Earnings per share
The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. The computation of
diluted earnings per share assumes the exercise of all dilutive stock options and restricted shares using the treasury stock method. The components of the
calculation of basic earnings per share and diluted earnings per share are as follows:
(Dollars in thousands)
Net Income for the period used for the EPS calculations
2009
2008
$
16 846 $
42 148
Basic earnings per share:
Weighted average shares outstanding, basic
Diluted earnings per share:
Weighted average shares outstanding, basic
Dilutive equity award
Weighted average shares outstanding, dilutive
Note 6 - Vessels and subsidiaries
46,321,404
36,055,422
46,321,404
-
46,321,404
36,055,422
-
36,055,422
The Vessels are owned by nine 100% owned Marshall Islands subsidiaries of the Company (the “Vessel Subsidiaries”). The primary activity of each of the
Vessel Subsidiaries is the ownership and operation of a Vessel. In addition the Company has one Norwegian subsidiary which perform management services
for the Group. The following table sets out the details of the Vessel Subsidiaries included in these consolidated financial statements:
Company
Chris Tanker Corporation
Ann Tanker Corporation
Regal Unity Tanker Corporation
Newcastle Tanker Corporation
London Tanker Corporation
Cathy Tanker Corporation
Sophie Tanker Corporation
Ania Aframax Corporation
Rebecca Tanker Corporation
Vessel name
Overseas Chris
Overseas Ann
Overseas Regal
Overseas Newcastle
Overseas London
Overseas Cathy
Overseas Sophie
Overseas Ania
Overseas Rebecca
F-15
Dwt
Flag State
309.285 Marshall Islands
309.327 Marshall Islands
309.966 Marshall Islands
164.626 Marshall Islands
152.923 Marshall Islands
111.928 Marshall Islands
112.045 Marshall Islands
94.848 Marshall Islands
94.873 Marshall Islands
Year Built
2001
2001
1997
2001
2000
2004
2003
1994
1994
Table of Contents
(Dollars in thousands)
Cost of Vessels
At January 1, 2008
Additions
Disposals
At December 31, 2008
Additions
Disposals
At December 31, 2009
Carrying amount
At January 1, 2008
At December 31, 2008
At December 31, 2009
Depreciation period:
$
$
Depreciation and impairment
435,667 At January 1, 2008
90,330 Depreciation expense
- Impairment
525,997 At December 31, 2008
5,410 Depreciation expense
- Impairment
531,407 At December 31, 2009
398,005
462,387
441,035
$
37,662
25,948
-
63,610
26,762
-
90,372
The Initial Vessels are being depreciated over periods ranging from 14 to 23 years, which represent the Initial Vessels’ remaining useful life at the date of
acquisition from OSG. The Overseas Newcastle and the Overseas London are being depreciated over a period of 18 years. Total estimated life for the Vessels
is 25 years.
Depreciation is calculated taking residual value into consideration. Each vessel’s residual value is equal to the product of its lightweight tonnage and an
estimated scrap rate per ton. Estimated scrap rate used as a basis for depreciation is $177 per ton.
Deposit for vessel acquisition:
As of January 1, 2008 DHT had paid a deposit of $9,145 towards the acquisition of the Overseas London.
Impairment:
During the year, the Company carried out a review of the recoverable amount of its vessels. The review did not lead to recognition of any impairment. The
discount rate used when calculating value in use was 9% per annum.
In situations where vessels are expected to operate in a commercial pool over a longer period, impairment test can under certain conditions be performed on a
fleet wide basis. In 2009 however, none of the vessels where close to impairment independent of whether or not they where assessed individually or as a part
of a fleet.
Drydock expenditures:
Drydock expenditures incurred after January 16, 2009 when the Company entered into the new technical management agreements have been recognized as an
asset when the recognition criteria were met.
Pledged assets:
The Vessels have been pledged as collateral under the debt agreements with The Royal Bank of Scotland.
Technical management agreements:
On October 18, 2005, the Company entered into technical management agreements with Tanker Management, a subsidiary of OSG, for the technical
management of its Initial Vessels in exchange for a fixed fee for each vessel. As part of the ship management agreement, OSG was responsible for technical
management of the vessels, including crewing, maintenance and ordinary repairs, scheduled drydockings, stores and supplies and lubricating oils. Effective as
of January 16, 2009, Tanker Management exercised its right to cancel the technical management agreements. Effective as of the same date, the Company
entered into new technical management agreements with Tanker Management according to which the Company will pay fees based upon the actual costs
incurred related to the technical management of the Initial Vessels.
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Table of Contents
Note 7 - Accounts payable and accrued expenses
Accounts payable and accrued expenses consist of the following:
(Dollars in thousands)
Accrued interest
Insurance
Accounts payable
Other
Total
(1) Not included in the audited financial statements filed with the Company’s Annual Report on Form 20-F for the year ended December 31, 2009, as filed
3,883 $
171
126
2,220
6,400 $
3,382
120
280
2,901
6,683
3,137
268
55
949
4,409
2008
2009
$
$
$
$
Restated(1)
01/01/2008
with the U.S. Securities and Exchange Commission on March 25, 2010.
Note 8 - Financial instruments
(Dollars in thousands)
Classes of financial instruments
Financial assets
Trade and other receivables
Cash and short term deposits
Total
Carrying amount
2009
2008
$
$
-
72,664
72,664
$
$
8,791
59,020
67,811
$
$
Restated(1)
01/01/2008
1,547
10,365
11,912
Financial liabilities
Derivatives in effective hedges
Derivatives, not in hedge accounting
Long term debt - non current portion
Long term debt - current portion
Total
(1) Not included in the audited financial statements filed with the Company’s Annual Report on Form 20-F for the year ended December 31, 2009, as filed
-
18,425
293,041
-
311,466
26,418
-
342,852
-
369,270
10,218
-
252,363
75,000
337,581
$
$
$
$
$
$
with the U.S. Securities and Exchange Commission on March 25, 2010.
Fair value of financial instruments:
It is assumed that fair value of financial instruments is equal to the carrying amount for all financial assets and liabilities. The long term debt is a floating rate
debt and the change in credit risk is considered immaterial, consequently it is assumed no material deviation from fair value.
Measurement of fair value:
Only derivatives are classified within a fair value measurement category and recognized at fair value in the balance sheet. Fair value measurement is based on
Level 2 in the fair value hierarchy as defined in IFRS 7. Such measurement is based on techniques for which all inputs that have a significant effect on the
recorded fair value are observable, either directly or indirectly.
Derivatives - interest rate swaps
Notional amount
Fair value
Swap pays 5.6%, receive floating
Swap pays 5.95%, receive floating
Carrying amount
(1) Not included in the audited financial statements filed with the Company’s Annual Report on Form 20-F for the year ended December 31, 2009, as filed
236,000 $
100,000
$
(8,540) $
(9,885)
(18,425) $
(6,101)
(4,117)
(10,218)
$
Expires
Oct. 18, 2010
Jan. 18, 2013
2009
194,000 $
100,000
2008
236,000 $
100,000
2008
(14,293) $
(12,125)
(26,418) $
Restated(1)
01/01/2008
2009
Restated(1)
01/01/2008
with the U.S. Securities and Exchange Commission on March 25, 2010.
We have reclassified $12,055 from other comprehensive income to the income statement as the forecasted transactions related to our interest rate swaps
previously designated as cash flow hedges have occurred.
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Table of Contents
Long term and short term debt
Interest
Remaining
Carrying amount
2009
2008
Restated(1)
01/01/2008
notional
194,000 $
100,000
Tranche 1
Tranche 2
Tranche 2
Total carrying amount
(1) Not included in the audited financial statements filed with the Company’s Annual Report on Form 20-F for the year ended December 31, 2009, as filed
LIBOR + 0.70 %
LIBOR + 0.85 %
LIBOR + 0.85%
193,367 $
99,674
-
293,041 $
234,531 $
108,321
-
342,852 $
234,663
17,700
75,000
327,363
294,000 $
$
$
with the U.S. Securities and Exchange Commission on March 25, 2010.
Both tranches are under the same secured credit facility with The Royal Bank of Scotland (“RBS”). Interest is payable quarterly in arrears.
The credit facility is principally secured by, among other things, the first priority mortgages on the Vessels, assignments of earnings, insurances and the
Company’s rights under the charters for the Vessels as well as the ship management agreements, and a pledge of the balances in the Company’s bank account
balances with RBS.
The credit facility provides that the Company may not pay dividends if the charter-free market value of the Company’s vessels that secure the credit facility is
less than 135% of the Company’s borrowings under the facility plus the actual or notional cost of terminating any outstanding interest rate swaps that the
Company enters, there is a continuing default under the credit facility or the payment of the dividend would result in a default or breach of a loan covenant.
The facility agreement also contains a financial covenant requiring that all times charter-free market value of the Company’s vessels that secure the
obligations under the credit facility be no less than 120% of the Company’s borrowings under the facility plus the actual or notional cost of terminating any
interest rate swaps that the Company enters at all times.
Impairment:
Voyage receivables are not past due, and there are no other conditions that indicate that the financial assets should be impaired.
Hedge accounting:
Hedge accounting for the year ending December 31, 2009:
The Company discontinued hedge accounting prospectively from January 1, 2009. Since the forecasted transactions that have been hedged are still expected
to occur (i.e. interest payments), the cumulative loss on the hedging instrument as of December 31, 2008 remained in other comprehensive income and are
reversed and recognised as interest expense as the associated interest payments occur.
Hedge accounting for the year ending December 31, 2007 and 2008:
The two interest rate swaps were designated as cash flow hedges until January 1, 2009. The interest rate swaps and the interest payments on the loan occur
simultaneously and no ineffectivity was identified. The amount deferred in other comprehensive income is recognized in the income statement as interest
expense over the period that the floating rate interest payments on debt impact the income statement.
Note 9 - Financial risk management, objectives and policies
Financial risk management:
The Company’s principal financial liabilities consist of long term debt and derivatives. The main purpose of these financial liabilities is to finance the
Company’s operations. The Company’s financial assets mainly comprise cash and receivables from customers.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks.
F-18
Table of Contents
Market risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices
comprise three types of risk: interest rate risk, currency risk, commodity price risk and other price risk. Financial instruments affected by market risk are debt,
deposits and derivative financial instruments.
a) Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The
Company’s exposure to the risk of changes in interest rates relates primarily to the Company’s long-term debt with floating interest rates. To manage this risk,
the Company enters into interest rate swaps, in which the Group agrees to exchange, at specified intervals, the difference between fixed and variable rate
interest amounts calculated by reference to an agreed-upon notional principal amount.
Interest rate risk sensitivity:
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and floating rate long term debt. For floating
rate long term debt, the analysis is prepared assuming the amount of liability outstanding at the balance sheet date was outstanding for the whole year.
•
•
•
2009: If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s:
profit for the year ended 31 December 2009 would decrease/increase by $857,000.
other equity reserves would not be effected.
2008: Under the condition of hedge accounting, if interest rates had been 50 basis points higher/lower and all other variables were held constant, the
Company’s:
profit for the year ended 31 December 2008 would have been unchanged provided that the hedge is 100% effective.
other equity reserves would decrease/increase by $4,181,000.
01/01/2008: Under the condition of hedge accounting, if interest rates had been 50 basis points higher/lower and all other variables were held constant,
the Company’s:
profit for the year ended 31 December 2007 would have been unchanged provided that the hedge is 100% effective.
other equity reserves would decrease/increase by $5,834,000.
b) Foreign currency risk:
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
The Company has only immaterial currency risk since all income and all vessel costs are in US Dollars. Consequently no sensitivity analysis is prepared.
(Dollars in thousands)
Cash and cash equivalents
Voyage receivables
Maximum credit exposure
2009
2008
$
$
72,664 $
-
72,664 $
59,020 $
8,791
67,811 $
Restated(1)
01/01/2008
10,365
1,547
11,912
(1) Not included in the audited financial statements filed with the Company’s Annual Report on Form 20-F for the year ended December 31, 2009, as filed
with the U.S. Securities and Exchange Commission on March 25, 2010.
Voyage receivables are not past due as of December 31, 2009, as of December 31, 2008 or as of January 1, 2008.
Liquidity risk:
The Company monitors its risk of a shortage of funds by continuously monitoring maturity of financial assets and liabilities, and projected cash flows from
operations such as charter hire and technical management fee.
The following are contractual maturities of financial liabilities, including estimated interest payments on an undiscounted basis. Swap payments are the net
effect from paying fixed rate/ receive LIBOR. The LIBOR interest spot rate at December 31, 2009 (and spot rate at December 31, 2008 and January 1, 2008
for comparatives) is used as a basis for preparation.
F-19
○
○
○
○
○
○
Table of Contents
Year ended December 31, 2009
(Dollars in thousands)
Interest bearing loans
Interest rate swaps
Year ended December 31, 2008
(Dollars in thousands)
Interest bearing loans*
Interest rate swaps
Restated(1)
January 1, 2008
(Dollars in thousands)
Interest bearing loans
Interest rate swaps
Less than
3 months
3 to 12
months
1 to 5
years
More than
5 years
739 $
4,619
5,358 $
2,218 $
13,705
15,923 $
143,626 $
12,851
156,477 $
164,790 $
-
164,790 $
Less than
3 months
3 to 12
months
1 to 5
years
More than
5 years
1,591 $
3,914
5,505 $
4,722 $
11,614
16,336 $
130,895 $
26,503
157,398 $
246,747 $
-
246,747 $
Total
311,373
31,175
342,548
Total
383,955
42,031
425,986
Less than
3 months
927 $
117
1,044 $
3 to 12
months
91,552 $
2,254
93,806 $
1 to 5
years
137,806 $
6,278
144,084 $
More than
5 years
210,325 $
-
210,325 $
Total
440,610
8,649
449,259
$
$
$
$
$
$
__________________
* LIBOR + basis points disclosed in note 8.
(1) Not included in the audited financial statements filed with the Company’s Annual Report on Form 20-F for the year ended December 31, 2009, as filed
with the U.S. Securities and Exchange Commission on March 25, 2010.
Capital management:
A key objective in relation to capital management is to ensure that the Company maintains a strong capital structure in order to support its business. The
Company evaluates its capital structure in light of current and projected cash flow, the relative strength of the shipping markets, new business opportunities
and the Company’s financial commitments. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to
shareholders, issue new shares or sell assets to reduce debt. The Company is within its financial covenants stipulated in the credit agreement with RBS.
Note 10 - Stockholders’ equity and dividend payment
Stockholders’ equity:
Issued at December 31,
2009
Issued at December 31,
2008
Issued at January 1,
2008
Par value
Numbers of shares
authorized for issue
at December 31, 2009
Common stock:
$
Common stock
Preferred stock
48,675,897
39,238,807
30,030,811
0.01
100,000,000
$
0
0
0
0.01
1,000,000
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 of directors when or if such shares would be issued.
F-20
Table of Contents
Dividend payment:
Dividend payment 2009:
Payment date:
March 05, 2009
June 16, 2009
Total payment in 2009:
Dividend payment 2008:
Payment date:
March 11,2008
June 11, 2008
September 24, 2008
December 11, 2008
Total payment in 2008:
Note 11 - Stock Compensation
$
$
$
$
Total payment
Per share
11.8 million $
12.2 million
24.0 million $
Total payment
Per share
10.5 million $
9.8 million
9.8 million
11.8 million
41.9 million $
0.30
0.25
0.55
0.35
0.25
0.25
0.30
1.15
The Company has an Incentive Compensation Plan (“Plan”) for the benefit of directors and executive officers. Different awards may be granted under this
plan, including Stock Options, Restricted Shares / Restricted stock units and Cash incentive awards.
Stock Options:
The exercise price for options cannot be less than the fair market value of a common stock on the date of grant. Subject to any applicable award agreement,
options shall vest and become exercisable on each of the first three anniversaries of the date of grant.
Restricted shares and restricted stock units (RSUs):
Restricted shares can neither be transferred nor assigned by the participant.
Vesting conditions:
Awards issued in 2008 and 2009 vest subject to continued employment/office. For some of the awards there is an additional vesting condition requiring
certain market conditions to be met. The market condition requires a minimum total shareholders return over the vesting period and is set at the grant date.
The Plan may allow for different criteria for new grants.
Stock compensation series:
(1) Granted Oct 2005, restricted shares
(2) Granted Oct 2005, stock options *
(3) Granted May 2006, restricted shares
(4) Granted Nov 2006, restricted shares
(5) Granted May 2007, restricted shares
(6) Granted May 2008, restricted shares
(6) Granted May 2009, restricted shares
Number of
shares/ options
6,250
69,446
3,000
35,239
40,255
66,684
220,744
$
Vesting
Period
4-years
3-years
5-months
1-2,5- years
1-3-years
1-3-years
1-3-years
Fair value
at grant date
12.00
12.00
12.79
13.79
15.99
10.60
4.26
* The stock options expires 10 years from grant date. Exercise price is $12.00. All stock options could be exercised at December 31, 2008 and 2009.
The following reconciles the number of outstanding restricted common stock and share options:
F-21
Table of Contents
Outstanding at Jan 1, 2008
Granted
Exercised/ Vested
Forfeited
Outstanding at Dec 31, 2008
Granted
Exercised/ Vested
Forfeited
Outstanding at Dec 31, 2009
Expense recognised from stock compensation
Valuation of stock compensation:
Restricted
common stock
66,885
66,684
(8,644)
-
124,925
220,742
14,490
17,330
377,487
2009
749
Share
options
23,148
-
-
-
23,148
-
-
-
23,148
2008
476
The fair value of restricted common stocks that vest based continued employment/office only, are considered to be equal to the fair market value of common
stocks at the grant date. The fair value of restricted common stocks that vest due to both continued employment and market conditions, have been values using
a Monte Carlo simulation. For restricted common shares granted in 2008 and 2009, the calculated fair value at grant date were 62% of the share price at grant
date. Assumptions used to calculate fair value were; volatility 23% and the forward zero coupon bond rate at the date of issue.
Note 12 - Related parties
Transactions between the Company and its subsidiaries, which are related parties to the Company, have been eliminated on consolidation and are not
disclosed in this note.
Compensation of Executives and Directors:
Remuneration of Executives and Directors as a group:
(Dollars in thousands)
Cash Compensation
Share compensation
Total remuneration
2009
2,201 $
749
2,950 $
2008
2,213
476
2,689
$
$
Shares held by executives and directors:
2008
Executives and Directors as a group* 396,364 172,173
2009
*Includes 312,289 (2008: 124,925) shares of restricted stock subject to vesting conditions.
In connection with termination of an executive’s employment, the executives of the Company may be entitled to an amount equal to one year's base salary
(under certain circumstances the executive may at the board of directors’ discretion be awarded an additional one year's base salary ) and any unvested equity
awards will become fully vested.
There are no post-employment benefits.
Note 13 - Events after the balance sheet date
On March 1, 2010, DHT Maritime, Inc. completed a series of transactions that resulted in DHT Holdings, Inc., a newly formed corporation organized in the
Marshall Islands, becoming the publicly held parent company of DHT Maritime, Inc. As a result of the transactions, each shareholder of DHT Maritime, Inc.
holds one share of DHT Holdings, Inc. common stock for each share of DHT Maritime, Inc. common stock held by such shareholder immediately prior to the
series of transactions. As part of the transactions, DHT Maritime, Inc. prepaid $28 million under its credit agreement with RBS, terminated $35 million
notional amount under its $100 million swap agreement with RBS which matures in 2013 under which DHT pays a fixed interest rate of 5.95% and paid a
dividend of $42 million to DHT Holdings, Inc.
In addition, effective as of April 1, 2010, Ole Jacob Diesen will step down as the Company’s chief executive officer and Randee Day will become the
Company’s acting chief executive officer. Mr. Diesen will remain with the Company as a consultant for a six-month term.
Effective as of September 1, 2010 Svein Moxnes Harfjeld joined DHT as President and Chief Executive Officer, and Trygve P. Munthe joined DHT as Chief
Operating Officer.
On December 8, 2010, DHT entered into an agreement to acquire a 1999 built VLCC for USD 55 million. DHT has paid a 10% deposit of USD 5.5 million
which has been deposited in a joint escrow account between DHT and the seller of the vessel. The vessel will be renamed DHT Phoenix and is expected to be
delivered in the first quarter of 2011 at which time the full purchase will be paid. The vessel is expected to be commercially operated in the Tankers
International pool.
The Company has a Long Term Incentive Plan under which senior management and directors are awarded restricted shares. During 2010 a total of 427,319
restricted shares, subject to continued employment/office, were awarded. For some of the awards there is an additional vesting condition requiring certain
market conditions to be met.
During 2010 the Company has paid a quarterly dividend of $0.10 per share related to the first three quarters of the year. On January 13, 2011, the Company
announced that it would pay a dividend of $0.10 per share on February 11, 2011 to shareholders of record as of February 4, 2011.
F-22
Table of Contents
Approval of financial statements:
The financial statements were approved by the board of directors and authorised for issuance on January 31, 2011.
Note 14 - Transition to IFRS
Transition to IFRS, and basis for preparation of the Company’s IFRS financial statements:
The Company first adopted IFRS in 2009, with a date of transition to IFRS of January 1, 2008.
The IFRS opening balance sheet as of January 1, 2008 is prepared on the basis of IFRS 1 “First-Time Adoption of IFRS”. The main principle is that the
opening balance is to be prepared on a retrospective basis ( i.e. as if IFRS always had been used). However there are certain exemptions in IFRS 1, of which
only one was applicable or elected. The Company has elected to utilize the option under IFRS 1 to not apply IFRS 3 retrospectively related to past business
combinations completed as of January 1, 2008 and continue with hedge accounting as applied previously under U.S. GAAP (IFRS 1 paragraph 12). The
impact of this policy decision is that prior business combinations will continue to be accounted for as they were under U.S. GAAP.
Explanation of transition effects:
There are only minor effects from the transition from U.S. GAAP to IFRS for the Company. There are no changes in the figures on the income statement,
statement of comprehensive income or the cash flow statement, and consequently those statements are not presented in this note. However, under U.S. GAAP,
the Company presented comprehensive income within its statement of change in stockholder’s equity rather than in a separate statement of comprehensive
income as it is presented for IFRS. The effects on the statement of financial position are described below:
Debt issuance cost:
Debt issuance costs have under U.S. GAAP been classified as an asset. Under IFRS the debt issuance costs are classified net of debt as a part of the amortised
cost calculation.
Presentation of derivatives:
According to IAS 1 derivative financial liabilities and assets shall be classified as current or non-current based on certain criteria. Due to the fact that the
Company’s derivatives are held for economic hedging purposes, only the portion that are due less than one year from the balance sheet date will be treated as
current.
F-23
Table of Contents
Reconciliation of transition effects:
The following table reconciles the consolidated statement of financial position from U.S. GAAP to IFRS as of January 1, 2008 and December 31, 2008:
U.S. GAAP
12.31.07
IFRS
Adjustm.
IFRS
01.01.08
U.S. GAAP
12.31.08
IFRS
Adjustm.
IFRS
12.31.08
(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents
Voyage receivables from OSG
Prepaid expenses
Prepaid technical management fee to OSG
Total current assets
Vessels, net of accumulated depreciation
Deferred debt issuance costs
Deposits for vessel acquisitions
Prepaid expense
Total assets
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
Accounts payable and accrued expenses
Unrealized loss on interest rate swap
Deferred shipping revenues
Current installment of long-term debt
Total current liabilities
Long-term liabilities
Long-term debt
Unrealized loss on interest rate swap
Total long-term liabilities
Shareholders’ equity
Preferred stock
Common stock
Paid-in additional capital
Retained earnings/(deficit)
Accumulated other compreh.income/(loss)
Total stockholders’ equity
Total liabilities and stockholders’ equity
Comment to IFRS adjustments
$
$
$
$
$
10,365
1,547
318
1,357
13,587
398,005
1,337 $
9,145
134
422,208
4,409
10,218 $
7,006
75,000
96,633
$
10,365 $
1,547
318
1,357
13,587
59,020
8,791
382
768
68,961
$
59,020
8,791
382
768
68,961
(1,337)
398,005
-
9,145
134
$ 420,871 $
462,387
1,148 $
(1,148)
462,387
-
532,496
$ 531,348
$
(7,225)
4,409 $
2,993
7,006
75,000
89,408
6,400
26,418 $
7,855
-
40,673
$
(15,473)
253,700
253,700
(1,337)
7,225
252,363
7,225
259,588
344,000
344,000
(1,148)
15,473
-
300
108,760
(26,967)
(10,218)
71,875
422,208
-
300
108,760
(26,967)
(10,218)
71,875 $
$
$ 420,871 $
-
392
200,570
(26,721)
(26,418)
147,823
532,496
6,400
10,945
7,855
-
25,200
342,852
15,473
358,325
-
392
200,570
(26,721)
(26,418)
$ 147,823
$ 531,348
(1) Debt issuance cost is included in the amortised cost of long term debt under IFRS.
(2) Includes reclassification of non-current portion of derivatives.
The adjustments are further described under the paragraph “Explanation of transition effects” above.
F-24
Exhibit 12.1
I, Svein Moxnes Harfjeld, certify that:
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
1.
2.
3.
4.
I have reviewed this Amendment No. 1 to the annual report on Form 20-F of DHT Holdings, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the company and we have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial
reporting; and
1
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)
(b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: January 31, 2011
By:
/s/ Svein Moxnes Harfjeld
Svein Moxnes Harfjeld
Chief Executive Officer
(Principal Executive Officer)
2
Exhibit 12.2
I, Eirik Ubøe, certify that:
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
1.
2.
3.
4.
I have reviewed this Amendment No. 1 to the annual report on Form 20-F of DHT Holdings, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the company and we have:
(a)
(b)
(c)
(d)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being prepared;
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by
the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial
reporting; and
5.
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
1
(a)
(b)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal
control over financial reporting.
Date: January 31, 2011
By:
/s/ Eirik Ubøe
Eirik Ubøe
Chief Financial Officer
(Principal Financial and Accounting Officer)
2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 13.1
In connection with this Amendment No. 1 to the annual report on Form 20-F of DHT Holdings, Inc. (the “registrant”), for the year ending December 31,
2009, as filed with the Securities and Exchange Commission on the date hereof (the “report”), each of the undersigned officers of the registrant hereby
certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge:
(a)
(b)
The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the
registrant.
Date: January 31, 2011
By:
By:
/s/ Svein Moxnes Harfjeld
Svein Moxnes Harfjeld
Chief Executive Officer
(Principal Executive Officer)
/s/ Eirik Ubøe
Eirik Ubøe
Chief Financial Officer
(Principal Financial and Accounting Officer)
Consent of Independent Registered Public Accounting Firm
Exhibit 15.1
We consent to the incorporation by reference in the Registration Statement (Form F-3 No. 333-166765) of DHT Holdings, Inc. and in the related Prospectus
of our reports dated January 31, 2011, with respect to the consolidated financial statements of DHT Maritime, Inc. and the effectiveness of internal control
over financial reporting of DHT Maritime, Inc., included in this Form 20-F/A of DHT Holdings, Inc. for the year ended December 31, 2009.
/s/ Ernst & Young AS
Ernst & Young AS
Oslo, Norway
January 31, 2011