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REG - Ocean Wilsons Hldgs - Interim Management Statement <Origin Href="QuoteRef">OCN.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSO1161Ha 

                                                               US$'000                           US$'000        
 Aggregate remuneration comprised:                                                                                                        
 Wages and salaries                                                                      55,787                            69,137         
 Share based payment expense                                                             1,649                             1,824          
 Social security costs                                                                   10,353                            10,637         
 Other pension costs                                                                     466                               529            
                                                                                         68,255                            82,127         
                                                                                                                                          
 6Investment revenue                                                                                                                      
                                                                                                                                          
                                                                                         Unaudited                         Unaudited      
                                                                                         six months to                     six months to  
                                                                                         30 June                           30 June        
                                                                                         2016                              2015           
                                                                                         US$'000                           US$'000        
 Interest on bank deposits                                                               2,918                             4,348          
 Dividends from equity investments                                                       1,973                             2,172          
 Other interest                                                                          1,074                             1,423          
                                                                                         5,965                             7,943          
 
 
7 Other gains and losses 
 
                                                                              Unaudited      Unaudited      
                                                                              six months to  six months to  
                                                                              30 June        30 June        
                                                                              2016           2015           
                                                                              US$'000        US$'000        
 (Decrease)/increase in fair value of trading investments held at period end  (8,274)        1,793          
 Profit on disposal of trading investments                                    945            1,628          
                                                                              (7,329)        3,421          
                                                                                                            
 Other gains and losses form part of the movement in trading investments.                                   
                                                                                                            
 8Finance costs                                                                                             
                                                                                                            
                                                                              Unaudited      Unaudited      
                                                                              six months to  six months to  
                                                                              30 June        30 June        
                                                                              2016           2015           
                                                                              US$'000        US$'000        
 Interest on bank overdrafts and loans                                        5,676          6,479          
 Exchange (gain)/loss on foreign currency borrowings                          (13,920)       13,811         
 Interest on obligations under finance leases                                 219            314            
 Other interest                                                               173            -              
                                                                              (7,852)        20,604         
                                                                                                            
 9Taxation                                                                                                  
                                                                                                            
                                                                              Unaudited      Unaudited      
                                                                              six months to  six months to  
                                                                              30 June        30 June        
                                                                              2016           2015           
                                                                              US$'000        US$'000        
 Current taxation                                                                                           
 Brazilian taxation:                                                                                        
 Corporation tax                                                              12,379         14,558         
 Social contribution                                                          4,988          5,897          
 Total current tax                                                            17,367         20,455         
 Deferred tax                                                                                               
 (Credit)/charge for the period in respect of deferred tax liabilities        (17,367)       14,230         
 Charge/(credit) for the period in respect of deferred tax assets             17,219         (13,971)       
 Total deferred tax                                                           (148)          259            
 Total taxation                                                               17,219         20,714         
 
 
Brazilian corporation tax is calculated at 25% (2015: 25%) of the assessable
profit for the year. 
 
Brazilian social contribution tax is calculated at 9% (2015: 9%) of the
assessable profit for the year. 
 
At the present time, no income, profit, capital or capital gains taxes are
levied in Bermuda and accordingly, no provision for such taxes has been
recorded by the company. In the event that such taxes are levied, the company
has received an undertaking from the Bermuda Government exempting it from all
such taxes until 31 March 2035. 
 
 10Dividends                                                                                                             
                                                                                                                         
                                                                                           Unaudited      Unaudited      
                                                                                           six months to  six months to  
                                                                                           30 June        30 June        
                                                                                           2016           2015           
                                                                                           US$'000        US$'000        
 Amounts recognised as distributions to equity holders in the period:                                                    
 Final dividend paid for the year ended 31 December 2015 of 63.0c (2014: 63.0c) per share  22,279         22,279         
 
 
 11Earnings per share                                                                                                                               
 The calculation of the basic and diluted earnings per share is based on the following data:                                         
                                                                                                                                     
                                                                                                                      Unaudited      Unaudited      
                                                                                                                      six months to  six months to  
                                                                                                                      30 June        30 June        
                                                                                                                      2016           2015           
                                                                                                                      US$'000        US$'000        
 Earnings:                                                                                                                                          
 Earnings for the purposes of basic earnings per share being net profit attributable to equity holders of the parent  19,808         11,953         
 Number of shares:                                                                                                                                  
 Weighted average number of ordinary shares for the purposes of basic and diluted earnings per share                  35,363,040     35,363,040     
 
 
12 Property, plant and equipment 
 
During the period, the Group spent approximately US$74.0 million mainly on
vessel construction and terminal equipment. 
 
At 30 June 2016, the Group had entered into contractual commitments for the
acquisition of property, plant and equipment amounting to US$13.6 million. 
 
13 Investments 
 
                                                                   Unaudited      Audited      
                                                                   six months to  year to      
                                                                   30 June        31 December  
                                                                   2016           2015         
                                                                   US$'000        US$'000      
 Trading investments                                                                           
 At 1 January                                                      276,878        260,491      
 Additions, at cost                                                14,314         75,558       
 Disposals, at market value                                        (29,620)       (57,783)     
 Decrease in fair value of trading investments held at period end  (8,274)        (4,396)      
 Profit on disposal of trading investments                         945            3,008        
 At period end                                                     254,243        276,878      
 Ocean Wilsons (Investments) Limited Portfolio                     230,243        236,155      
 Wilson Sons Limited                                               24,000         40,723       
 Trading investments held at fair value at period end              254,243        276,878      
 
 
Wilson Sons Limited 
 
The Wilson Sons Limited investments are held and managed separately from the
Ocean Wilsons (Investments) Limited Portfolio and consist of US Dollar
denominated depository notes. 
 
Ocean Wilsons (Investments) Limited Portfolio 
 
The Group has not designated any financial assets that are not classified as
trading investments as financial assets at fair value through profit or loss. 
 
Trading investments above represent investments in listed equity securities,
funds and unquoted equities that present the Group with opportunity for return
through dividend income and capital appreciation. 
 
Included in trading investments are open ended funds whose shares may not be
listed on a recognised stock exchange but are redeemable for cash at the
current net asset value at the option of the company. They have no fixed
maturity or coupon rate. The fair values of these securities are based on
quoted market prices where available. Where quoted market prices are not
available, fair values are determined using various valuation techniques that
include inputs for the asset or liability that are not based in observable
market data (unobservable inputs). 
 
14 Trade and other receivables 
 
                                             Unaudited     Audited      
                                             period ended  year ended   
                                             30 June       31 December  
                                             2016          2015         
                                             US$'000       US$'000      
 Trade and other receivables                                            
 Amount receivable for the sale of services  53,485        48,163       
 Allowance for doubtful debts                (1,232)       (846)        
                                             52,253        47,317       
 Income taxation recoverable                 7,651         5,732        
 Other recoverable taxes and levies          31,414        25,340       
 Loans to related parties                    28,698        28,392       
 Prepayments                                 6,018         11,360       
 Other                                       5,825         10,168       
                                             131,859       128,309      
 Total current                               85,155        83,981       
 Total non-current                           46,704        44,328       
                                             131,859       128,309      
 
 
Non-current trade receivables relate to: recoverable taxes with maturity dates
in excess of one year, which comprise mainly PIS, COFINS, ISS and INSS,
customers with maturities over one year. There are no indicators of impairment
related to these receivables. 
 
Included in the Group's trade receivable balances are debtors with a carrying
amount of US$11.9 million (2015: US$9.0 million) which are past due but not
impaired at the reporting date for which the Group has not provided as there
has not been a change in credit quality and the Group believes the amounts are
still recoverable. 
 
The Group does not hold any collateral over these balances. 
 
                                                        Unaudited     Audited      
                                                        period ended  year ended   
                                                        30 June       31 December  
                                                        2016          2015         
 Ageing of past due but not impaired trade receivables  US$'000       US$'000      
 From 0 - 30 days                                       7,421         6,004        
 From 31 - 90 days                                      2,347         1,491        
 From 91 - 180 days                                     2,140         1,523        
 more than 180 days                                     -             -            
 Total                                                  11,908        9,018        
 
 
Included in the Group's allowance for doubtful debts are individually impaired
trade receivables with a balance of US$1.2 million that are aged greater than
180 days. The impairment recognised represents the difference between the
carrying amount of these trade receivables and the present value of the
expected settlement proceeds. The Group does not hold any collateral over
these balances. 
 
                                       Unaudited     Unaudited     
                                       period ended  period ended  
                                       30 June       30 June       
                                       2016          2015          
 Ageing of impaired trade receivables  US$'000       US$'000       
 From 0 - 30 days                      -             -             
 From 31 - 90 days                     -             -             
 From 91 - 180 days                    -             -             
 more than 180 days                    1,232         846           
 Total                                 1,232         846           
 
 
In determining recoverability of trade receivables, the Group considers any
change in the credit quality of the trade receivable from the date credit was
initially granted up to the reporting date. The concentration of credit risk
is limited due to the customer base being large and unrelated. The directors
believe that there is no further credit provision required in excess of the
allowance for doubtful debts. 
 
The directors consider that the carrying amount of trade and other receivables
approximates their fair value. 
 
15 Bank loans and overdrafts 
 
                                                                                                                                                         Unaudited     Audited      
                                                                                                                                                         period ended  year ended   
                                                                                                                                                         30 June       31December   
                                                                                                                                                         2016          2015         
                                                                                                                                   Annual Interest rate  US$'000       US$'000      
 Secured borrowings                                                                                                                                                                 
 BNDES - FMM linked to US$ (1)                                                                                                     2.07% to 6.00%        176,149       184,083      
 BNDES Real                                                                                                                        7.50% - 9.69%         27,212        23,232       
 BNDES - linked to US$                                                                                                             5.07% - 5.36%         6,155         7,239        
 BNDES - FMM Real (1)                                                                                                              8.90% - 11.21%        1,958         1,684        
 BNDES - FINAME Real                                                                                                               3.50% - 13.40%        1,306         1,952        
 Total BNDES                                                                                                                                             212,780       218,190      
 Banco do Brasil - FMM linked to US$                                                                                               2.00% - 3.00%         78,579        75,387       
 IFC - US$                                                                                                                         5.25%                 53,778        58,971       
 China Construction Bank - US$                                                                                                     4.36%                 19,035        -            
 Eximbank - US$                                                                                                                    2.56%                 6,319         7,356        
 Finimp - US$                                                                                                                      4.65%                 2,338         3,503        
 IFC - $Real (4)                                                                                                                   14.09%                211           348          
 Total others                                                                                                                                            160,260       145,565      
 Total borrowings                                                                                                                                        373,040       363,755      
                                                                                                                                                                       
 (1)       As an agent of Fundo da Marinha Mercante's (FMM), BNDES finances the construction of tugboats and shipyard facilities.  
                                                                                                                                   
                                                                                                                                                         Unaudited     Audited      
                                                                                                                                                         Period ended  Year ended   
                                                                                                                                                         30 June       31 December  
                                                                                                                                                         2016          2015         
                                                                                                                                                         US$'000       US$'000      
 The borrowings are repayable as follows:                                                                                                                                           
 On demand or within one year                                                                                                                            49,744        41,490       
 In the second year                                                                                                                                      47,831        40,231       
 In the third to fifth years inclusive                                                                                                                   107,409       107,996      
 After five years                                                                                                                                        168,056       174,038      
 Total borrowings                                                                                                                                        373,040       363,755      
 Amounts due for settlement within 12 months                                                                                                             49,744        41,490       
 Amounts due for settlement after 12 months                                                                                                              323,296       322,265      
 
 
Analysis of borrowings by currency: 
 
                                        $Real                            
                                        linked to                        
                               $Real    US Dollars  US Dollars  Total    
                               US$'000  US$'000     US$'000     US$'000  
 30 June 2016 (unaudited)                                                
 Bank loans                    30,687   260,883     81,470      373,040  
 Total                         30,687   260,883     81,470      373,040  
 31 December 2015 (audited)                                              
 Bank loans                    27,216   266,709     69,830      363,755  
 Total                         27,216   266,709     69,830      363,755  
 
 
Guarantees 
 
Loans with BNDES rely on a corporate guarantee from Wilson Sons de
Administração e Comércio Ltda. For some contracts, the corporate guarantee is
additional to: (i) pledge of the respective financed tugboat, (ii) lien of
logistics and port operations equipment financed. 
 
Loans with BB rely on a corporate guarantee from Wilson, Sons de Administração
e Comércio Ltda. and pledge of the respective financed tugboat. 
 
The loans that Tecon Salvador holds with IFC are guaranteed by shares of the
company, projects' cash flows, equipment and buildings. 
 
The loan with "The Export-Import Bank of China" is guaranteed by a "Standby
Letter of Credit" issued for Tecon Rio Grande by Banco Itaú BBA S.A., with the
financing bank as beneficiary, as counter-guarantee, Tecon Rio Grande pledged
the equipment funded by "The Export-Import Bank of China" to Banco Itaú BBA
S.A. 
 
Undrawn credit facilities 
 
At 30 June 2016, the Group had available US$49.8 million of undrawn borrowing
facilities. For each disbursement, there is a set of precedent conditions that
must be satisfied. 
 
Fair value 
 
Management estimates the fair value of the Group's borrowings as follows: 
 
                  Unaudited  Audited      
                  30 June    31 December  
                  2016       2015         
                  US$'000    US$'000      
 Bank loans                               
 BNDES            212,780    218,190      
 Banco do Brasil  78,579     59,319       
 IFC              53,989     75,387       
 CCB              19,035     -            
 Eximbank         6,319      7,356        
 Finimp           2,338      3,503        
 Total            373,040    363,755      
 
 
16 Joint ventures 
 
The Group holds the following significant interests in joint operations and
joint ventures at the end of the reporting period: 
 
                                                                 Proportion of ownership interest  
                                                  Place of                                                  
                                                  incorporation  30 June                           30 June  
                                                  and operation  2016                              2015     
 Towage                                                                                                     
 Consórcio de Rebocadores Barra de Coqueiros (3)  Brazil         29.13%                            29.13%   
 Consórcio de Rebocadores Baia de São Marcos (3)  Brazil         29.13%                            29.13%   
 Logistics                                                                                                  
 Porto Campinas, Logística e Intermodal Ltda (3)  Brazil         29.13%                            29.13%   
 Offshore                                                                                                   
 Wilson, Sons Ultratug Participações S.A. (1)     Brazil         29.13%                            29.13%   
 Atlantic Offshore S.A. (2)                       Panama         29.13%                            29.13%   
 
 
(1)       Wilson, Sons Ultratug Participações S.A. controls Wilson, Sons
Offshore S.A. and Magallanes Navegação Brasileira S.A. These latter two
companies are indirect joint ventures of the Company. 
 
(2)       Atlantic Offshore S.A. controls South Patagonia S.A. This company is
an indirect joint venture of Wilson Sons Limited. 
 
(3)       Joint Operations. 
 
The Group's interests in joint ventures are equity accounted. 
 
                                                    Unaudited      Unaudited      
                                                    six months to  six months to  
                                                    30 June        30 June        
                                                    2016           2015           
                                                    US$'000        US$'000        
 Revenue                                            63,162         72,235         
 Raw materials and consumable used                  (3,454)        (2,532)        
 Employee benefits expense                          (18,812)       (22,084)       
 Depreciation and amortisation expenses             (17,371)       (17,618)       
 Other operating expenses                           (7,798)        (7,776)        
 Loss on disposal of property, plant and equipment  (2,136)        (221)          
 Profits from operating activities                  13,591         22,004         
 Finance income                                     887            2,486          
 Finance costs                                      (10,872)       (8,858)        
 Foreign exchange gains/(losses) on monetary items  10,225         (10,423)       
 Profit before tax                                  13,831         5,209          
 Income tax expense                                 (8,069)        (1,024)        
 Profit for the period                              5,762          4,185          
 Participation (before non-controlling interests)   50%            50%            
 Equity result                                      2,881          2,093          
 
 
                                Unaudited     Audited      
                                Period ended  Year ended   
                                30 June       31 December  
                                2016          2015         
                                US$'000       US$'000      
 Property, plant and equipment  674,110       666,656      
 Long-term investment           2,041         2,041        
 Other current assets           2,964         2,470        
 Trade and other receivables    37,689        32,415       
 Cash and cash equivalents      16,828        21,011       
 Total assets                   733,632       724,593      
 Bank overdrafts and loans      538,136       547,550      
 Other non-current liabilities  26,806        21,819       
 Trade and other payables       89,903        81,126       
 Equity                         78,787        74,098       
 Total liabilities              733,632       724,593      
 
 
Guarantees 
 
Wilson Sons Offshore's loan agreements with BNDES are guaranteed by a lien on
the financed supply vessels, and in the majority of the contracts, a corporate
guarantee from both Wilson Sons Adminisração e Comércio and Remolcadores
Ultratug Ltda, each guaranteeing 50% of its subsidiary's debt balance with
BNDES. 
 
Magallanes Navegação Brasileira's loan agreement with Banco do Brasil is
guaranteed by a lien on the financed supply vessels. The security package also
includes a standby letter of credit issued by Banco de Crédito e Inversiones -
Chile for part of the debt balance, assignment of Petrobras' long-term
contracts and a corporate guarantee issued by Inversiones Magallanes Ltda -
Chile. A cash reserve account, accounted for under long term investments,
funded with US$2.0 million should be maintained until full repayment of the
loan. 
 
The loan agreement Atlantic Offshore has with Deutsche Verkehrs-Bank "DVB" and
Norddeutsche Landesbank Girozentrale "Nord/LB" for the financing of the
offshore support vessel "Pardela" is guaranteed by a pledge on the vessel, the
shares of Atlantic Offshore and a corporate guarantee for half of the credit
from Wilson Sons de Administração e Comércio. Remolcadores Ultratug LTDA which
is the partner in the business, guarantee the other half of the loan. 
 
Covenants 
 
Annually, the joint venture Magallanes Navegação Brasileira S.A. has to comply
with specific financial covenants. As at 31 December  2015, the company was in
compliance with all clauses in the loans contracts. 
 
Atlantic Offshore has to comply with a series of covenants in its two loan
agreements with Deutsche Verkehrs-Bank "DVB". On 28 July 2016 Atlantic
Offshore received a Temporary Waiver of non-compliance with Debt Service
Coverage Ratio for both Atlantic Offshore facilities for the period 31
December 2015 to 31 March 2017. 
 
Provisions for tax, labour and civil risks 
 
In the normal course of business in Brazil, the Group remains exposed to
numerous local legal claims. It is the Group's policy to vigorously contest
such claims, many of which appear to have little substance in merit, and to
manage such claims through its legal counsel. 
 
In addition to the cases for which the Group has made provision, there are
other tax, civil and labour disputes amounting to US$13.5 million (2015:
US$9.7 million), whose probability of loss was estimated by the legal counsel
as possible. 
 
                Unaudited     Audited      
                Period ended  Year ended   
                30 June       31 December  
                2016          2015         
                US$'000       US$'000      
 Civil cases    -             1            
 Tax cases      9,727         7,600        
 Labour claims  3,739         2,089        
 Total          13,466        9,690        
 
 
17 Acquistion of non-controlling interest 
 
On 2 February 2016, the Wilson Sons Group, through its subsidiaries, completed
the acquisition of the 7.5% non-controlling interest in Tecon Salvador S.A for
consideration of US$4.73 million from Intermaritima Terminais Ltda. The
consideration included US$1.88 million in cash and the settlement of US$2.85
million in debt. The transaction also includes an additional US$0.75 million
that is conditional upon future contractual events. Following completion of
the transaction the Wilson Sons Group holds 100% of the shares of Tecon
Salvador S.A. and the Ocean Wilsons Holdings Group has a 58.25% effective
interest. 
 
The following amounts have been recognised in equity 
 
 Movement attributable to equity holders of parent  2,988  
 Movement attributable to non-controlling interest  2,411  
 
 
18 Notes to the cash flow statement 
 
                                                                              Unaudited      Unaudited      
                                                                              six months to  six months to  
                                                                              30 June        30 June        
                                                                              2016           2015           
                                                                              US$'000        US$'000        
 Reconciliation from profit before tax to net cash from operating activities                                
 Profit before tax                                                            57,078         39,864         
 Share of joint venture results                                               (2,881)        (2,093)        
 Investment revenues                                                          (5,965)        (7,943)        
 Other gains/(losses)                                                         7,329          (3,421)        
 Finance costs                                                                (7,852)        20,604         
 Exchange (losses)/gains on monetary items                                    (3,143)        6,481          
 Operating profit                                                             44,566         53,492         
 Adjustments for:                                                                                           
 Depreciation of property, plant and equipment                                21,767         25,912         
 Amortisation of intangible assets                                            2,638          2,992          
 Share based payment expense                                                  1,649          1,684          
 Loss on disposal of property, plant and equipment                            (67)           (141)          
 Increase/(decrease) in provisions                                            3,679          (927)          
 Operating cash flows before movements in working capital                     74,232         83,012         
 Increase in inventories                                                      (3,217)        (2,082)        
 (Increase)/decrease in receivables                                           (14,194)       12,705         
 Increase in payables                                                         13,726         13,497         
 (Increase)/decrease in other non-current assets                              (2,474)        491            
 Cash generated by operations                                                 68,073         107,623        
 Income taxes paid                                                            (13,640)       (10,830)       
 Interest paid                                                                (6,178)        (7,645)        
 Net cash from operating activities                                           48,255         89,148         
 
 
19 Commitments 
 
At 30 June 2016, the Group has twenty-five outstanding commitment agreements
with respect to twenty eight separate Limited Partnerships. These commitments
relate to capital subscription agreements entered into by Ocean Wilsons
(Investments) Limited. 
 
The details of these commitments are as follows: 
 
                               Unaudited       Audited         
                               Outstanding at  Outstanding at  
                               30 June         31 December     
                   Commitment  2016            2015            
                   $'000       US$'000         US$'000         
 Expiry date                                                   
 31December 2016   3,000       68              68              
 22 February 2017  4,994       124             122             
 05 December 2017  5,000       531             575             
 30 March 2018     5,000       830             855             
 4 June 2018       5,000       1,468           1,468           
 18July 2018       5,000       698             700             
 21December 2018   5,000       2               185             
 31December 2018   4,650       208             279             
 22 November 2019  5,000       550             550             
 08 December 2019  5,000       206             427             
 31December 2019   3,000       90              90              
 31January 2020    4,500       148             288             
 18December 2021   5,000       448             916             
 17 February 2022  3,000       690             869             
 30 April 2022     7,500       2,919           3,781           
 11July 2022       4,963       2,797           2,833           
 01February 2023   5,000       400             500             
 28 March 2023     5,000       1,837           3,578           
 01April 2023      5,000       2,716           2,259           
 05 June 2023      3,200       1,697           3,577           
 22 August 2023    5,000       822             921             
 21August 2024     5,005       2,679           1,892           
 12March 2025      2,954       1,934           1,800           
 11April 2029      3,000       1,260           1,410           
 23 June 2025      1,800       1,584           465             
 14July 2025       2,500       2,244           2,500           
 19 October 2030   500         390             -               
 To be confirmed   3,500       3,500           -               
 Total             118,066     32,840          32,908          
 
 
20 Related party transactions 
 
Transactions between this company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note. 
 
Transactions between the group and its associates, joint ventures and others
investments are disclosed below. 
 
                                                      Dividends received/  Amounts paid/       
                                                      Revenue of services  Cost of services    
                                                      Unaudited            Unaudited           Unaudited  Unaudited  
                                                      30 June              30 June             30 June    30 June    
                                                      2016                 2015                2016       2015       
                                                      US$'000              US$'000             US$'000    US$'000    
 Joint ventures                                                                                                      
 1.      Allink Transportes Internacionais Limitada   -                    17                  (24)       -          
 2.      Consórcio de Rebocadores Barra de Coqueiros  -                    138                 -          -          
 3.      Consórcio de Rebocadores Baía de São Marcos  333                  5                   (5)        -          
 4.      Wilson Sons Ultratug                         9,021                8,221               -          -          
 5.      Atlantic Offshore                            -                    -                   -          -          
 Others                                                                                                              
 6.      Hanseatic Asset Management LBG               -                    -                   (1,214)    (1,268)    
 7.      Gouvêa Vieira Advogados                      -                    -                   (20)       (45)       
 8.      CMMR Intermediacao Comercial Limitada        -                    -                   (85)       (105)      
 9.      Jofran Services                              -                    -                   (87)       (87)       
                                                                                               
                                                      Amounts owed         Amounts owed        
                                                      by related parties   to related parties  
                                                      Unaudited            Unaudited           Unaudited  Unaudited  
                                                      30 June              30 June             30 June    30 June    
                                                      2016                 2015                2016       2015       
                                                      US$'000              US$'000             US$'000    US$'000    
 Joint ventures                                                                                                      
 1.      Allink Transportes Internacionais Limitada   2                    3                   -          -          
 2.      Consórcio de Rebocadores Barra de Coqueiros  148                  195                 -          -          
 3.      Consórcio de Rebocadores Baía de São Marcos  2,370                2,013               -          -          
 4.      Wilson Sons Ultratug                         3,227                -                   -          (8,497)    
 5.      Atlantic Offshore                            8,857                -                   -          -          
 Others                                                                                                              
 6.      Hanseatic Asset Management LBG               -                    -                   (224)      (245)      
 7.      Gouvêa Vieira Advogados                      -                    -                   -          -          
 8.      CMMR Intermediacao Comercial Limitada        -                    -                   -          -          
 9.      Jofran Services                              -                    -                   -          -          
 
 
1.         Mr A C Baião is a shareholder and Director of Allink Transportes
Internacionais Limitada. Allink Transportes Internacionais Limitada is 50%
owned by the Group and rents office space from the Group. 
 
6.         Mr W H Salomon is Chairman of Hanseatic Asset Management LBG. Fees
were paid to Hanseatic Asset Management LBG for acting as investment managers
of the Group's investment portfolio and administration services. 
 
7.         Mr J F Gouvêa Vieira is a partner in the law firm Gouvêa Vieira
Advogados. Fees were paid to Gouvêa Vieira Advogados for legal services. 
 
8.         Mr C M Marote is a shareholder and Director of CMMR Intermediacao
Comercial Limitada. Fees were paid to CMMR Intermediacao Comercial Limitada
for consultancy services. 
 
9.         Mr J F Gouvêa Vieira is a Director of Jofran Services. Directors'
fees and consultancy fees were paid to Jofran Services. 
 
21 Financial instruments 
 
Capital risk management 
 
The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern. The capital structure of the Group
consists of debt, which includes the borrowings disclosed in note 15, cash and
cash equivalents and equity attributable to equity holders of the parent
comprising issued capital, reserves and retained earnings and the consolidated
statement of changes in equity. 
 
The Group borrows to fund capital projects and looks to cash flow from these
projects to meet repayments. Working capital is funded through cash generated
by operating revenues. 
 
Externally imposed capital requirement 
 
The Group is not subject to externally imposed capital requirements. 
 
Financial risk management objectives 
 
The Group's Corporate Treasury function provides services to the business,
co-ordinates access to domestic and international financial markets and
manages the financial risks relating to the operations of the Group through
internal reports. These risks include market risk, (including currency risk,
interest rate risk and price risk) credit risk and liquidity risk. 
 
The Group may use derivative financial instruments to hedge these risk
exposures, with Board approval. The Group does not enter into trading
financial instruments, including derivative financial instruments for
speculative purposes. 
 
Credit risk 
 
The Group's principal financial assets are cash, trade and other receivables
and trading investments. The Group's credit risk is primarily attributable to
its bank balances, trade receivables and investments. The amounts presented as
receivables in the balance sheet are net of allowances for doubtful
receivables as outlined above. 
 
The credit risk on liquid funds is limited because the counterparties are
banks with high credit-ratings assigned by international credit-rating
agencies. The credit risk on investments held for trading is limited because
the counterparties with whom the Group transacts are regulated institutions or
banks with high credit ratings. The Company's appointed investment manager,
Hanseatic Asset Management LBG, evaluates the credit risk on trading
investments prior to and during the investment period. 
 
The Group has no significant concentration of credit risk. Ongoing credit
evaluation is performed on the financial condition of accounts receivable. 
 
Market risk 
 
The Group's activities expose it primarily to the financial risks of changes
in foreign currency exchange rates and interest rates. 
 
Foreign currency risk management 
 
The Group undertakes certain transactions denominated or linked to foreign
currencies and therefore exposures to exchange rate fluctuations arise. The
Group operates principally in Brazil with a substantial proportion of the
Group's revenue, expenses, assets and liabilities denominated in the Brazilian
Real. Due to the cost of hedging the Brazilian Real, the Group does not
normally hedge its net exposure to the Brazilian Real as the Board does not
consider it economically viable. 
 
Interest rate risk management 
 
The Group is exposed to interest rate risk as entities in the Group borrow
funds at both fixed and floating interest rates. 
 
The Group borrows from the BNDES (Banco Nacional de Desenvolvimento Econômico
e Social) and Banco do Brasil to finance vessel construction. These loans are
fixed interest rates loans linked to the US Dollar. Due to the favourable
rates offered by these institutions, in the Group's opinion, there is minimal
market interest rate risk. 
 
The Group's strategy for managing interest rate risk is to maintain a balanced
portfolio of fixed and floating interest rates in order to balance both cost
and volatility. The Group may use derivative instruments to reduce cash flow
interest rate risk attributable to interest rate volatility. 
 
Market price sensitivity 
 
The Group is exposed to equity price risks arising from equity trading
investments. 
 
The trading investments represent investments in listed equity securities,
funds and unquoted equities that provide the Group with opportunities for
return through dividend income and trading gains. They have no fixed maturity
or coupon rate. The fair values of these securities are based on quoted market
prices where available. 
 
By the nature of its activities, the Group's investments are exposed to market
price fluctuations. However, the portfolio as a whole does not correlate
exactly to any stock exchange index, as it is invested in a diversified range
of markets. The investment manager and the Board monitor the portfolio
valuation on a regular basis and consideration is given to hedging the
portfolio against large market movements. 
 
Credit risk management 
 
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in a financial loss to the Group. The Group
has adopted a policy of only dealing with creditworthy counterparties as a
means of mitigating the risk of financial loss from defaults. 
 
The Group's sales policy is subordinated to the credit sales rules set by
management, which seeks to mitigate any loss from customers' delinquency. 
 
Trade receivables consist of a large number of customers. Ongoing credit
evaluation is performed on the financial condition of accounts receivable. 
 
Liquidity risk management 
 
Ultimate responsibility for liquidity risk management rests with the Board.
The Group manages liquidity risk by maintaining adequate reserves, banking
facilities and reserve borrowing facilities by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of financial
assets and liabilities. 
 
The Group has access to financing facilities, the total unused amount which is
US$49.8 million at the balance sheet date. The Group expects to meet its other
obligations from operating cash flows and proceeds of maturing financial
assets. 
 
Fair value of financial instruments 
 
The fair value of non-derivative financial assets traded on active liquid
markets are determined with reference to quoted market prices. 
 
The carrying amounts of financial assets and financial liabilities recorded at
amortised cost in the financial statements approximate their fair value. 
 
Company Contact 
 
Keith Middleton                                                1 441 295 1309 
 
Media 
 
David Haggie                                                    020 7562 4444 
 
Haggie Partners LLP 
 
Cantor Fitzgerald Europe                                  020 7894 7000 
 
David Foreman, Will Goode - Corporate Finance 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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