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Hunter Group ASA

Annual Report Mar 25, 2021

3626_10-k_2021-03-25_cb8b7412-7f05-41e2-b633-75d6331b529a.pdf

Annual Report

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Annual report 2020

Table of contents

Highlights 03
Corporate governance policy 04
Corporate social responsibility policy 11
Responsibility statement 15
Board of Directors' report 16
Consolidated financial statements 20
Financial statements for Hunter Group ASA 51
Auditor's report 65

Highlights

Financial highlights in 2020

  • Total revenues of USD 111.1m
    • − Spot pool revenues of USD 48.6m
    • − Time charter revenues of USD 60.0m
    • − Gain on sale of assets of USD 2.5m
  • Total operating expenses of USD 33.3m
    • − Vessel opex incl. insurance of USD 12.4m
    • − Voyage expenses and commissions of USD 2.9m
    • − G&A expenses of USD 1.6m
      • − USD 1.1m administrative expenses
      • − USD 0.2m legal expenses
      • − USD 0.3m non-cash expenses
  • EBITDA of 94.1m
  • Net profit of USD 63.1m
  • Average daily earnings of USD 59,180
    • − Avg. daily spot earnings of USD 51,110
    • − Avg. daily time charter earnings of USD 67,850
  • Opex incl. insurance of USD 6,650 per day
  • 1,835 available earnings days and 31 offhire days
    • − 950 spot days
    • − 885 time charter days
  • The Company paid yard instalments of approx. USD 274m in 2020, and have zero remaining capital expenditure commitments as of year end 2020

Key events in 2020

  • Successfully took delivery of the Company's final four vessels Hunter Freya, Hunter Disen, Hunter Idun and Hunter Frigg between March and August 2020
  • Five out of seven vessels were fixed on 6-9 month time charter contracts during a period of strong market conditions in second quarter of 2020, significantly de-risking cash flow for the remainder of 2020 and the beginning of 2021. Hunter Atla and Hunter Laga were taken out of spot trading, while Hunter Disen, Hunter Idun and Hunter Frigg commenced their time charters directly following deliveries from the yard between April and August
  • Drew down USD 214.23m of secured debt from a USD 220m loan facility with a syndicate of banks consisting of Danske Bank, DNB, Nordea and SEB (the "Facility"). The proceeds were used to fund final yard instalments for Hunter Freya, Hunter Disen, Hunter Idun and Hunter Frigg, as well as general corporate purposes. The Facility carries a 275bps margin over LIBOR and has a 16 year repayment profile
  • Refinanced the sale-leaseback for Hunter Atla, Hunter Saga and Hunter Laga by declaring repurchase options for a combined USD 176.21m. The transaction was financed with USD 147.95m of low cost bank debt on similar terms as the Facility, as well as cash at hand
  • Hunter Laga and Hunter Saga were sold for a combined price of USD 168.4m, and were delivered to their new owner in November and December, respectively. The transaction resulted in a combined return on equity of approx. 40%. In combination with the sale, the Board of Directors proposed a NOK 1.00 per share cash dividend
  • The Company bought back approximately 7.7m of own shares at NOK 3.35 per share (prior to NOK 1 per share dividend)
  • The Annual General Meeting was held on 30 April 2020, and all resolutions were passed in accordance with the previously announced proposals, including, inter alia, authorizations to i) acquire up to 10% of the Company's own shares, and ii) issue up to 25% new shares

Hunter Group ASA's Board of Directors approved this updated Corporate Governance Policy on 24th March 2021.

1. Introduction

Corporate Governance regulates the responsibilities of the executive personnel and the Board of Directors of Hunter Group ASA and its subsidiaries. The subsidiaries adopts the relevant governing documents.

Hunter Group ASA ("HUNT", "the Company" or "the Group") is a Norwegian public limited liability company which shares are listed on the Oslo Børs/Oslo Stock Exchange (Oslo Axess list) and it is therefore subject to the corporate governance requirements as set out in the Norwegian Code of Practice for Corporate Governance. HUNT works according the Norwegian Code of Practice for Corporate Governance dated 17th October 2018 (www.nues.no). Where HUNT does not fully comply with the recommendations, an explanation or comment is given.

Oslo Børs/Oslo Stock Exchange prescribes that companies listed on the Oslo Børs/Oslo Stock Exchange must publish a report in their annual report on the Company's corporate governance.

HUNT aims to have effective systems in place for communication, monitoring, accountability, and incentives that also enhance the market value, corporate profit, long-term strength, continuity and overall success of the business of HUNT. In addition to strengthen the confidence amongst its shareholders.

HUNT is a small company with limited resources available within the organization. The number of employees (including managers) were 4 at year-end 2020. This limits the ability to allocate resources to report and follow up on Corporate Governance and Corporate social responsibility (CSR). On the other hand, a limited organization in combination with external board and a transparency culture is a strength in the companys daily work with Corporate Governance and CSR. The principles, rules and regulations are outlined to meet both todays business model and complexity and future, more complex business environments. The board will monitor the need for increased capacity to fulfill external and internal rules and regulation as the business develops.

2. Reporting on Corporate Governance

Hunter Group ASA's Board of Directors review and approves this Corporate Governance Policy annually, which can also be found on its website (www.huntergroup.no) and is included in the annual report.

The Company's basic corporate values are incorporated in the Company's management system. The Board of Directors has implemented ethical guidelines and a corporate social responsibility policy, which are reviewed and re-issued annually.

3. Business

In the Article of Association HUNT's business is described as follows:

Hunter group is a publicly traded investment company focusing on shipping and oil service investments.

The main investment is Hunter Tankers AS, a wholly owned subsidiary shipping company. Hunter Tanker AS' fleet consisted of five identical VLCCs at year end 2020. All five VLCCs are built by DSME in Korea, and are equipped with Wärtsila scrubbers.

The Badger Explorer technology for exploring and mapping of hydrocarbon resources is organized in the subsidiary Indicator AS. It has no employees and there has been no activity in the company in 2020. The cash burn is down to a bare minimum and is close to zero.

The Company's objectives and principal strategies are described in the annual report.

4. Equity and Dividends

The development of the Group's equity up to 31 December 2020 is described in the "Statement of change in equity" in the financial statements of the annual report.

HUNT's dividend policy aims to yield a competitive return on invested capital to the shareholders through a combination of dividends, share buybacks and share price developments. The board of directors of Hunter Group ASA proposed on 17 December 2020 a dividend of NOK 1.00 per share, to be distributed as reduction in the Company's share premium. The dividend was distributed to the Company's shareholders on 8 February 2021, following approval in the EGM on 1 February 2021.

At the Company's annual general meeting on 30 April 2020 the Board of Directors was granted a mandate to increase the Company's share capital by up to NOK 143,840,504 to fund investments and by up to NOK 6,250,000 to be used in connection with the Company's share incentive program. Furthermore, the Board of Directors were granted a mandate to acquire, on behalf of the Company, up to 62,536,201 of the Company's own shares.

The mandate granted by the Company's annual general meeting on 30 April 2020 are valid until 30 June 2021. The authorizations are in accordance with Norwegian Code of Practice for Corporate Governance.

5. Equal Treatment of Shareholders and Transactions with Close Associates

HUNT has one class of shares and is dedicated to applying equal treatment to all shareholders.

The decision to waiver the existing shareholders' pre-emption rights in the event of an increase in the share capital must be justified. The Board of Directors will disclose such a justification in the stock exchange notification in connection with the increase in share capital.

If a transaction between the Company and a shareholder of the Company, a shareholder's parent company, a member of the Board of Directors or a member of executive personnel (or related parties to such persons) is considered to be material in accordance with the Norwegian Code of Practice for Corporate Governance, the Board will obtain a valuation from an independent third party. This will not apply if the GM's approval for such transactions is required according to the Norwegian Public Limited Companies Act §3-8.

Board members and the executive personnel shall notify the Board of any material direct or indirect interest in any transaction entered into by HUNT.

Deviation from the Norwegian Code of Practice for Corporate Governance:

The shareholders' pre-emptive rights are exempted because the Group wishes to be able to (i) use share issues for its employees, Directors and others important stakeholders with the Group as a part of the Group's share incentive scheme and (ii) issue shares towards certain specifically chosen institutional investors or others if required or desired in conjunction with the Group's expansion, development and/or strategic acquisitions.

6. Freely Negotiable Shares

All HUNT shares carry equal rights and are freely negotiable. Each share represents one vote at the GMs. The nominal value per share amounts to NOK 1.25. At the date of this annual report, there are no restrictions regarding transferability in the Group's Articles of Association or any other transfer restrictions related to HUNT's shares.

7. General Meetings ("GM")

The shareholders exercise the highest authority in HUNT through AGMs.

In 2021 the Annual General Meeting of HUNT will be held on June 3rd. The Group's financial calendar has been published in a notice to the Oslo Stock Exchange and is available on HUNT's website. The GMs shall approve the annual accounts, the annual report, distribution of dividend, and otherwise make such resolutions as required under the Corporate Governance Policy and the applicable law.

The Board shall publish notices of GMs and any supporting material, such as the agenda, recommendations of the Nomination Committee, the information about the shareholder's right to propose resolutions in respect of matters to be dealt with by the General Meeting and other documents as set out in the bye-laws of the Group, no later than 21 days prior to the day of the GM, on the Group's website (www.huntergroup.no). The Board will also ensure that the distributed notice and all supporting material are sufficiently detailed. The Board will make reasonable efforts to enable as many shareholders as possible to attend.

The notice shall also include information on the procedure of representation through proxy, as well as a proxy that allows giving separate voting instructions for each matter to be considered by the General Meeting and for each candidate nominated for election. The Group will nominate a person who will be available to vote on the shareholder's behalf if the shareholder has not appointed a proxy.

The Board shall make such notices of General Meetings and the relevant supporting material available through the notification system of Oslo Børs/Oslo Stock Exchange and on the Group's website no later than 21 days prior to the day of the GM.

Every shareholder has the right to put matters on the agenda of a General Meeting along with a proposed resolution within the statutory timeframe.

The shareholders may be asked to notify their attendance prior to the GM. The deadline for the notification of attendance for the AGM will be as close to the meeting as possible. Shareholders who are unable to attend may vote by proxy. A proxy form shall be attached to the notice of the GM.

The GM's chairperson shall be independent. The Company's Board and the chairperson of the GM shall ensure that the shareholders vote separately for each candidate nominated for a corporate body.

HUNT will publish the minutes of GMs (alternatively only such resolutions that were not made in accordance with the proposals made in the notice to the GM) through the notification system of Oslo Børs/Oslo Stock Exchange and on its website no later than 15 days after a GM has been held and will maintain them available for inspection in the Company's offices. The Annual General Meeting in 2020 was held in Oslo on April 30th where 47.52% of all shares were represented.

Deviation from the Norwegian Code of Practice for Corporate Governance:

The Norwegian Code of Practice for Corporate Governance demands that the Board of Directors as a whole, the members of the Nomination Committee and the Auditor are present at the General Meetings. HUNT considers it sufficient that only the chairperson of the Board and the Auditor attend GMs.

8. Nomination Committee

HUNT's Nomination Committee consists of two to three members, elected by the Company's General Meeting. The majority of the members shall be independent of the Board of Directors and the Company's executive personnel. No more than one member of the Board of Directors shall be member of the Nomination Committee and should not offer himself for re-election to the Board. The members of the Nomination Committee are elected by the shareholders in a GM for a period of no longer than two years.

The Nomination Committee proposes to the GM candidates for election to the Board. The composition of the Board of Directors should reflect the provisions of the Group's Corporate Governance Policy, commitment to shareholder return, independence and experience in relevant sectors (technology and business development, financing and accounting, disclosure and regulatory, etc.). The Nomination Committee also proposes the remuneration to be paid to the members of the Board of Directors.

The Nomination Committee's recommendations shall include justification as to how the recommendations take into account the shareholder interests and the Group's requirements. The following information about the proposed candidates, in particular each person's age, education, business experience, term of appointment to the Board (if applicable), ownership interest in the Company, independence, any assignments (other than the proposed Directorship) for the Company and material appointments with other companies and organizations will be disclosed. In the event that the Nomination Committee recommends re-electing current Directors, the recommendation will include information on when the Directors were appointed the Board and their attendance records.

The Nomination Committee shall elect its own chairperson according to the Group's Articles of Association. Meetings of the Nomination Committee shall be convened when deemed necessary by any of its members to adequately fulfill its assigned duties. Notice of a meeting shall be issued by the chairperson of the Nomination Committee no later than one week prior to the meeting, unless all members approve a shorter notice period.

The Group will provide information on its website regarding the membership of the Committee and any deadlines for submitting proposals to the Nomination Committee.

The Nomination Committee consists of: Jacob Iqbal (chairperson) – elected until AGM in 2021 Arne Fredly – elected until AGM in 2021

One member of the Nomination Committee is considered independent of the Board of Directors.

Deviation from the Norwegian Code of Practice for Corporate Governance:

The Group's Articles of Association regulate the election of the chairperson of the Nomination Committee. According to §6 of the Articles of Association of Hunter Group ASA the Nomination Committee elects its own chairperson.

The Norwegian Code of Practice for Corporate Governance requires guidelines regarding the Nomination Committee's duties to be set out by the General Meeting. At HUNT, the Committee itself sets out its duties in accordance with the duties presented in chapter 8 of the Group's Corporate Governance Policy.

9. Board of Directors: Composition and Independence

HUNT shall be headed by a Board with collective responsibility for the success of the Group.

The Board shall comprise between three and eight Directors according to §5 of HUNT's Articles of Association. Currently the Board consists of three Directors, who have all been elected by the shareholders and are not representatives of HUNT's executive personnel. The members of the Board of Directors are elected for a period of two years.

The members of the Board of Directors that were elected in the AGM 30 April 2020 are: Henrik A. Christensen (Chairman) – elected until AGM in 2022 Kristin Hellebust – elected until AGM in 2022 Arne Fredly – elected until AGM in 2022

All members of the Company's Board of Directors are considered independent according to the Norwegian Code of Practice for Corporate Governance. Detailed information on the individual Board member can be found in the Group's website (www.huntergroup.no) and in the Annual Report.

Board members and close associates' ownership as of 31 December 2020: Henrik A. Christensen owns 400 000 shares, through August AS, which represents 0,07%.

Kristin Hellebust owns zero shares.

Arne Fredly owns a total of 168,500,000 shares, through Apollo Asset Limited, which represents a total of 29,29%.

According to the Norwegian Public Limited Companies Act § 6-35 and the Norwegian Code of Practice for Corporate Governance a Group with more than 200 employees is required to elect a corporate assembly. The Group has less than 200 employees and has therefore not yet elected a corporate assembly.

10. The Work of the Board of Directors

The Board shall ensure that the Group is well organized and that operations are carried out in accordance with applicable laws and regulations, and in accordance with the objects of HUNT as specified in its Articles of Association and guidelines given by the shareholders through resolutions in GMs.

HUNT's Board of Directors has the ultimate responsibility for inter alia the Group's executive personnel, supervision of its activities and the Group's budgets and strategic planning. The Board of Directors produces an annual plan of its work.

To fulfill its duties and responsibilities, the Board has full access to the Group's relevant information. The Board shall also consider for example obtaining such advice, opinions and reports from third party advisors as it deems necessary to fulfill its responsibilities.

The "Rules of Procedure for the Board of Directors of HUNT and the Relation to CEO" were approved by the Board on 31st October 2017 and were implemented.

All of the board members are also members of the Audit Committee and Remuneration Committee.

The Board of Directors evaluates its own performance and expertise once a year.

The Board of Directors arranged 10 board meeting during the fiscal year 2020.

Deviation from the Norwegian Code of Practice for Corporate Governance:

The Norwegian Code of Practice for Corporate Governance requires the Board of Directors to consider appointing a remuneration committee. At HUNT, the Board itself prepares all matters relating to compensation paid to the Group's executive management.

11. Risk Management and Internal Control

HUNT has implemented internal control and risk management systems appropriate to the size and nature of the Group's activities. The Group's core values, ethical guidelines and the corporate social responsibility policy are incorporated in the internal control and risk management systems.

The Board of Directors carries out an annual review of the control and risk management systems and the Group's most significant exposures.

In the annual report, the Board of Directors describes the main features of the Group's internal control and risk management systems in relation to the Group's financial reporting.

12. Remuneration of the Board of Directors

The remuneration of the members of the Board of Directors reflects the Board's responsibilities, expertise, the committed time and the complexity of the Group's activities.

The Board Members' remuneration (form and amount) will be reviewed annually by the Nomination Committee and is not linked to the Group's performance. It is the Nomination Committee's responsibility to prepare a proposal for the Annual General Meeting regarding the above-mentioned remuneration.

13. Remuneration of the Executive Personnel

The Board of Directors establishes, as required by law, guidelines for the remuneration of the members of the executive personnel. The AGM will vote on these guidelines which help ensure convergence of the financial interest of the executive personnel and the shareholders.

The guidelines for remuneration of the executive personnel are published in the Annual report 2020 in note 23.

Performance related remuneration of the Group's executive personnel shall aim for value creation for HUNT's shareholders or the Group's earnings performance. Such arrangements shall encourage performance and be based on quantifiable factors which can be influenced by the employee. Performance related remuneration shall be subject to an absolute limit.

As of 31st December 2020, the executive personnel's holdings of shares are the following:

Name Shares
Erik A.S. Frydendal 1,650,000
Sujoy K. Seal 125,000
Lars M. Brynildsrud 15,400
Total 1,790,400

14. Information and Communications

HUNT provides its shareholders, Oslo Børs/Oslo Stock Exchange and the financial markets generally (through Oslo Børs'/Oslo Stock Exchange's Distribution Network) with timely and accurate information. Such information takes the form of annual reports, quarterly interim reports, stock exchange notifications and investor presentations as applicable. HUNT communicates its long-term potential, including its strategy, value drivers and risk factors, maintains an open and proactive investor relations policy and a best-practice website, and gives presentations regularly in connection with annual and interim results in Oslo and Stavanger, Norway.

The Company's current financial calendar with dates of important events including the Annual General Meeting, publishing of quarterly reports and its presentations, etc. are accessible for all shareholders on https://live.euronext.com/ and on the Company's website www.huntergroup.no. Subscription to news about HUNT can be made on the Company's website www.huntergroup.no.

Generally, HUNT, as a company listed on Oslo Børs/Oslo Stock Exchange, discloses all required information as defined by law. Certain resolutions and circumstances will in any event be disclosed, including but not limited to Board and GM resolutions regarding dividends, mergers/de-mergers or changes in share capital, issue of warrants, issue of convertible or other loans, any changes in the rights vested in the shares of the Company (or other financial instruments issued by HUNT) and all agreements of material importance that are entered into between the Company and a shareholder, member of the executive personnel, or related parties thereof, or any other company in the Hunter Group ASA.

An announcement regarding HUNT's share capital and number of votes related thereto shall be made by the end of each month during which changes to any of these have occurred.

HUNT will disclose all material information to all recipients equally in terms of timing and content.

15. Takeovers

The Group has not implemented any specific guidelines on how to act in the event of a takeover bid.

Deviation from the Norwegian Code of Practice for Corporate Governance:

The Group has not yet implemented guidelines in case of a takeover. Any bid will be dealt with by the Board of Directors in accordance with applicable laws and regulations, the Norwegian Code of Practice for Corporate Governance and based on their recommendation the shareholders' approval will be requested.

16. Auditor

Under Norwegian law the auditor of the Company (the "Auditor") is elected by the shareholders in a GM. The current Auditor serves until a new auditor has been elected.

The Auditor participates in meeting(s) of the Board that deal with the annual accounts as well as the General Meetings. At these meetings the Auditor reviews any variations in the accounting principles applied, comments on material accounting estimates and issues of special interest to the Auditor, including possible disagreements between the Auditor and the management.

At least once a year the Auditor and the Board of Directors meet without any members of the Group's executive personnel present.

The Auditor presents annually to the Audit Committee/Board of Directors the main features of its plan for the audit of the Group, as well as a review of the Group's internal control procedures.

The Board of Directors established guidelines in respect to the use of the auditor by the Group's executive personnel for services other than the audit.

The remuneration of the Auditor and all details regarding the fees of the audit work and other specific assignments are presented at the AGM.

The Company's auditor shall annually submit a written confirmation that the Auditor still continues to satisfy with the requirements for independence and a summary of all services in addition to audit work that has been undertaken for the Company.

1. General

The purpose of this policy is to provide information to all our stakeholders about Hunter Group ASA's ("HUNT", "the Company" or "the Group") approach to ethical and corporate social responsibility and how we as a Company propose to work towards achieving it. HUNT is committed to enhancing shareholder value in an ethical and socially responsible manner.

By implementing this policy, the Company aims to be responsible and an exemplar of good practice. Honesty, integrity and respect for people underpin everything we as employees do and are the foundation of the Company's business practice. We are judged by how we act, and the Company's reputation will be upheld if each one of us acts in accordance with the law and the Company's social responsibility and ethical standards set out herein. The Company's reputation and future success are critically dependent on compliance, not just with the law, but also with high ethical and social standards. A reputation for integrity is a priceless asset. This policy is a further commitment to integrity for all of us and will help to safeguard that asset.

This document applies to staff, Board members, temporary employees, consultants and any person or entity acting on behalf of Hunter Group ASA and its subsidiaries. We encourage our business partners to strive for similar performance.

We are committed to continuous improvement in our corporate social and ethical responsibility and the Board of Directors and the Company will therefore review this policy regularly.

This policy was approved by the Board of Directors on 24th March 2021 and shall apply until revised and reapproved.

2. Business practice

2.1 Correct Information, Accounting and Reporting

HUNT's business information is disclosed accurately, timely and entirely. According to the applicable laws and regulations and stock exchange listing standards, HUNT provides complete and precise accounts in all its periodic financial reports, in its public communication and documents submitted to regulatory authorities and agencies.

No information shall be withheld from the external or internal auditor.

All employees who draw up such documents are expected to apply the utmost care, and caution and will use the applicable accounting standards.

2.2 Fair Competition

HUNT performs its business in such a manner that customers, partners and suppliers can trust in the Group and competes in a fair and open way.

2.3 Anti - Corruption

Corruption diminishes legitimate business activities, destroys reputations and distorts competition. The Group opposes all forms of corruption. Through Group procedures, tight internal control and this policy all employees have to comply with, HUNT acts to prevent corruption within the Group.

Bribery, trading in influence, facilitation payments and all forms of corruption are prohibited. HUNT promotes its policy on corruption amongst its business partners, contractors and suppliers.

  • Bribery is defined as an attempt to influence individuals when performing their duties through offering improper advantages.
  • Trading in influence exists when an improper advantage (cash, loans, travel, services or similar) is offered to an individual to influence the performance a third party's duties.
  • A facilitation payment is small payment to a public official to enable or speed up a process, which is the official's job to arrange.

HUNT complies with all applicable national and international laws and regulations (for example the OECD Guidelines for Multinational Enterprises and the International Chamber of Commerce Rules of Conduct to Combat Extortion and Bribery) with respect to improper payments to local and foreign officials.

2.4 Money laundering

Money laundering is when proceeds from criminal activity which appear to be legitimate sources is converted into assets.

HUNT employees shall ensure financial transactions and business activities involve funds from legitimate sources and are not used to launder money.

2.5 Business Communications

HUNT opposes inappropriate, inaccurate or careless communications as it can create serious liability and compliance risks for the Group. All employees are required to exercise due care when communicating both internally and externally and particularly when the communication is a written document (including email).

2.6 Political Activity

HUNT does not support any political party. An individual employee may become involved politically as a private person without referencing to their relationship with the Group.

3. Personal conduct

3.1 Human Rights

HUNT respects the principles of the UN's Universal Declaration of Human Rights and is guided by its provisions in the conduct of the Group's business. The Board of Directors adopted this policy to express the Group's requirements for business practice and personal conduct and to demonstrate the Group's commitment to maintaining a high standard of social responsibility, ethics and integrity.

Relations with employees are based on respect. HUNT is committed to a working environment with mutual trust and where everyone is accountable for their own actions and share responsibility for the performance and reputation of HUNT.

3.2 Equal Opportunity

HUNT does not tolerate any kind of discrimination of employees, customers and partners on account of religion, gender, sexual orientation, age, nationality, political views, disability or other circumstances. HUNT does not tolerate unlawful employment discrimination of any kind.

The Group expects all of its employees to treat others they come in contact with through work with respect and courtesy, and to refrain from harassment, discrimination and any other behavior that may be regarded threatening or degrading.

It is everyone's responsibility to create and contribute to a positive working environment for all employees.

3.3 Protection of HUNT's Property and Possessions

HUNT assets are of considerable value, whether financial or physical assets or intellectual property, and may therefore only be used to advance HUNT business purposes and goals. These assets must be secured and protected in order to preserve their value.

All employees are entrusted with Group assets in order to do their jobs and are personally responsible for safeguarding and using these appropriately. Such assets include buildings and sites, equipment, tools and supplies, communication facilities, funds, accounts, computer programs and data, information, technology, documents, and know-how, patents, trademarks, copyrights, time, and any other resources or property of HUNT.

Employees are responsible for protecting Group assets against waste, loss, damage, misuse, theft, misappropriation or infringement and for using those assets in responsible ways. Use of Group assets without direct relation to HUNT requires the prior authorization of the employee's supervisor.

3.4 Confidentiality

To protect the Group's legitimate interests and the individual's privacy and integrity, every employee shall apply the utmost care to prevent disclosure of confidential information. The Group's property or information gained through the employee's position in HUNT may never be used for personal benefit.

The duty of confidentiality continues after the termination of the employment.

3.5 Conflict of Interest

Individuals acting on behalf of HUNT shall behave objectively and without any kind of favoritism. Companies, organizations or individuals the Group does business with shall not be given any improper advantages.

No employee may work on any matter or participate in any decision in which they, their spouse, partner, close relative or any other person with whom they have close relations has a material direct or indirect financial interest or where there are other circumstances that may undermine the trust in the employee's impartiality or the integrity of their work.

Closely related parties shall not have positions within the Group where one is the other's supervisor without the CEO's prior approval.

No employee may participate through employment, directorship or any other assignment in companies in the same line of business as HUNT without the prior written approval of the CEO or the Chairman of the Board. Members of the Company's Board shall inform the chairman of the Board of their involvement in other companies.

3.6 Gifts and Hospitality

No employee may, directly or indirectly, accept gifts from any of the Group's associates. This rule applies also to ongoing negotiations. If an employee is offered or may be offered such a gift, he/she shall immediately contact his/her supervisor, who will decide if the gift will affect the employee's independence should it be accepted.

Token gifts in connection with Christmas, anniversaries and the like may be exempted from this rule.

Social events, meals or entertainment may be acceptable if there is a clear business reason, and provided the cost is within reasonable limits.

4. Health, safety and environment (HSE)

HUNT is committed to achieving excellence in all business activities, including health, safety and environmental performance.

HUNT's overriding goal is to operate safely, in environmentally and socially responsible ways, and thereby:

  • Do no harm to people
  • Protect the environment
  • Comply with all applicable HSE laws and regulations.

HUNT aims to provide a safe, secure and healthy working environment for all its employees, contractors and suppliers. We believe that accidents and occupational illnesses and injuries are preventable, and hence apply our efforts and resources to achieving the goals listed above.

HUNT requires its subsidiaries to implement HSE systems relevant to their industry in compliance with internationally recognized standards.

HUNT is paying for insurance for all sub-contracted workers involved with the production of ordered vessels at DSME.

HUNT has adopted the Norwegian "inkluderende arbeidsliv" (equal opportunity rights) scheme, incorporating procedures for an active follow-up on employees' sick leave and cooperating with the Group's health service. During 2020 absence due to sickness in HUNT was approximately 0%.

HUNT aims to reduce the Company's carbon footprint and its impact on the environment through a commitment to continual improvement. It is the responsibility of the Company's management and subsidiaries to meet the Company's ambition and to comply with all applicable legislation and regulations.

No injuries or accidents have been reported in 2020.

5. Follow-up

5.1 Personal Follow-Up

Everyone to whom this policy applies shall make themselves familiar with the same and carry out their duties accordingly.

5.2 Handling Cases of Doubt and Breach

All employees shall without undue delay contact their supervisor, the CEO or the chairman of the Board in the event of ethical doubts, breaches of this policy or when discovering anything illegal or unethical.

5.3 Manager's Responsibility

Managers shall ensure that this Group policy is communicated to their staff, and shall give advice on how they are to be interpreted. Operations within their department shall be conducted according to this policy.

5.4 Outlook

HUNT will work with and assign more priority to corporate social responsibility in 2021. HUNT aims to keep absence due to sick leave low in 2021. With further emphasis on HSE, the Group works towards another accident and injury free year at HUNT.

Responsibility Statement

The Board of Directors and the CEO confirm that to the best of our knowledge the financial statements as of 31 December 2020, which have been prepared in accordance with IFRS as adopted by the European Union and generally accepted accounting practice in Norway, provides a true and fair view on the Group's consolidated assets, liabilities, financial position and result.

We also confirm, to the best of our knowledge that the Board of Directors' report includes a true and fair overview of the development, performance and financial position of the Group, together with a description of the principal risks and uncertainties they face.

Oslo, 24 March 2021

The board of directors and Chief Executive Director Hunter Group ASA Erik A. S. Frydendal CEO Henrik A. Christensen Chairman of the board

Operations and locations

HUNT is a public limited liability company pursuant to the Norwegian Public Limited Companies Act, incorporated under the laws of Norway. The legal and commercial name of the Company is Hunter Group ASA.

The Company was established on 20 June 2003 and is registered in the Norwegian Register of Business Enterprises under the organization number 985 955 107. The Company changed its name to Hunter Group ASA in in April 2017 and also moved the Company's registered office to Oslo. The Company's registered business address now is Dronningen 1, N-0287 Oslo, Norway.

In April 2018 Hunter Group entered into a definitive VLCC contract transfer agreement with Apollo Asset Ltd. Subsequently, Hunter Tankers AS was established. In the May 2018 AGM, the shareholders of Hunter Group ASA approved taking over the four VLCC construction contracts and three options from Apollo Asset Ltd on a "backto-back" basis as contracted with Daewoo Shipbuilding Marine Engineering Co., LTD whereby the Company will assume the obligations versus the Shipyard.

In May 2018 it was decided in the general assembly to distribute 100 % of the shares in Dwellop AS to the Company's shareholders. Dwellop AS was acquired in May 2017 and consolidated into Hunter Group ASA's group accounts from this date. A valuation of Dwellop was performed by Hunter Group ASA in connection with the change of the share ownership in the company, valuing Dwellop to NOK 115 million (including equity injections of NOK 28.8 million). The formal distribution of the shares was 30 May 2018. As a consequence of the exit of Dwellop AS, the segment Dwellop was discontinued. It was also decided in 2018 to organize the development of the VLCC construction contracts in a new segment; Hunter Tankers.

In May 2018 the board decided to exercise the options for construction of three additional vessels. Each of the option vessels had a price of USD 82.8m, plus USD 2.7m for each scrubber. In November 2018, Hunter Tankers AS signed a contract for one additional VLCC at DSME, with identical specifications. In October 2019, the Company sold one VLCC for USD 98 million, taking the fleet to a total of seven VLCCs.

Between August 2019 and August 2020, the Company successfully took delivery of it's seven VLCCs. The vessels have since delivery been employed through a combination of spot and time charter contracts. The first three vessels were financed by a USD 180m sale and leaseback ("SLB") with SFL Corporation Ltd. The remaining four vessels were financed with bank debt, which was drawn on delivery of each vessel. During the second half of 2020, the SLB was refinanced with bank debt on similar terms. Two vessels were sold during the second half of 2020, and were successfully delivered to their new owners. The Company owned five VLCCs as of year end 2020.

At present, there are no business activities in Indicator AS (containing the Badger-technology).

The Company's shares are listed on Oslo Axess, a regulated market operated by the Oslo Stock Exchange under the ticker "HUNT".

Going concern

In accordance with the Accounting Act § 3-3a, we confirm that the financial statements have been prepared under the assumption of going concern. This assumption is based on the sound financial position, all newbuilding commitments being fully financed and the Group's long term forecasts. The Group's economic and financial position is sound.

Comments related to the financial statements

The Group's revenues increased from USD 24.7 million in 2019 to USD 111.1 million in 2020. Net income from continuing operations in 2020 was USD 63.1 million compared to USD 16.0 million in 2019. The profit in 2020 is mainly due to successful employment and operation of the Company's VLCCs.

Total cash flow from operating activities was USD 90.8 million in 2020 mainly driven by vessel chartering revenue and operational expenses.

Net cash flow from financing for 2020 was USD 57.2 million, mainly related to net change in loans from financing institutions. USD 105.4 million were used for investments during the year on a net basis, mainly related to installments for the VLCC construction contracts, partly offset by the sale of Hunter Laga and Hunter Saga in November and December of 2020, respectively.

Total consolidated adjusted cash position as per 31 December 2020 was USD 95.1 million.

Total assets at year-end 2020 amounted to USD 529.6 million, compared to USD 394.8 million last year. The equity ratio was 51.3% as of 31 December 2020, compared to 53.5 % the year before.

Financial risk

Overall view on objectives and strategy

HUNT's main objective for the management of its capital structure is to maximize value creation for shareholders, while at the same time maintaining a sound financial position.

HUNT manages its capital structure and adjusts it in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may issue equity, take up debt or a combination of the two. No changes were made in the objectives policies or processes during the financial year.

Market risk

The Group's business is operations of VLCCs, hence the tanker market greatly affects the Group's share price and its ability to issue equity or debt. The Group is positive on the future outlook of the tanker market.

The Group's exposure towards currency fluctuations is relatively low, since the majority both of revenues, operating expenses and capital expenditures are in USD.

Credit risk

The Company only trades with recognized, creditworthy third parties. It is the Group's policy that all customers that wish to trade on credit terms are subject to credit verification procedures. All cash in the Group is deposited in the Norwegian bank DNB. Credit risk is managed through a framework that sets out policies and procedures covering the measurement and management of credit risk.

Liquidity risk

The Company monitors its liquidity on a regular basis, and produces liquidity forecasts in order to identify liquidity requirements in future periods. The target for HUNT's management of liquidity risk is to maintain a minimum liquidity corresponding to its net liquidity requirements for the foreseeable future, as well as to be in compliance with all financial covenants. The cash position of Hunter Group at year end 2020 was USD 95.1 million, compared to USD 52.5 million in 2019.

The Company's financial and liquidity position was significantly improved during 20120, with the Company raising approximately USD 362 million of new loans, including the refinancing of the USD 180 million sale-andleaseback, and approx. USD 60 million of cash from the sales of Hunter Saga and Hunter Laga. In addition, the Company recorded USD 90.8 million of operating cash flow. The Company has zero remaining capital expenditures commitments as of the end of 2020.

The management will continue to focus on efficient operations, good planning and close monitoring of the liquidity situation and maintaining a clear business development strategy.

The working environment, the employees and equal opportunities

The Company has not registered any critical incidents or leave of absence due to incidents. The percentage of days lost through illness was 0 % in 2020 and 2019.

Relations with employees are based on respect. The Company is committed to a working environment with mutual trust and where everyone is accountable for their own actions and share responsibility for the performance and reputation of the Company.

The Company had 4 employees by the end of 2020.

We kindly refer to our corporate governance and corporate social responsibility documents on page 4 to 14 for further information.

Discrimination

The Discrimination Act's objective is to promote gender equality, ensure equal opportunities and rights, and to prevent discrimination due to ethnicity, national origin, descent, skin color, language, religion and faith. The Company does not tolerate any kind of discrimination of employees, customers and partners on account of religion, gender, sexual orientation, age, nationality, political views, disability or other circumstances. The Company does not tolerate unlawful employment discrimination of any kind. The Group expects all of its employees to treat others they come in contact with through work with respect and courtesy, and to refrain from harassment, discrimination and any other behavior that may be regarded threatening or degrading.

Environmental report

There have been no incidents reported related to emissions that has resulted in a breach of the pollution act or other pollution of significance.

Research and development

All R&D activities in Indicator has been put on hold.

Subsequent events

Extraordinary General Meeting held on 1 February 2021. All resolutions were passed, including a dividend distribution by NOK 1 per share by reduction of the Company's share premium. The dividend was paid to shareholders on 8 Feb.

Bought back 517,000 own shares in the market at an average price of NOK 2.5106 per share.

Hunter Frigg was fixed on a 12-14 month TC as USD 28,500 per day, on back to back basis following the end of the previous TC.

Signed Memorandum of Agreement for the sale of Hunter Atla for USD 84.5m. Delivery to new owners expected during April 2021.

Future challenges

For the Group, the future challenges continues to be successful chartering and operation of the Company's VLCCs.

Allocation of net income

The Board of Directors has proposed the net income of Hunter Group ASA to be attributed to:

Retained Earnings USD 63.1 million

Oslo, 24 March 2021

Henrik A. Christensen Chairman of the board

Consolidated statement of profit and loss 2020

For the year ended 31 December
(Figures in USD 1 000) Note 2020 2019
Revenues and other income
Pool revenues 15 48 567 12 026
Time charter revenues 15 60 037 0
Other income 15 0 378
Net gain on sale of assets 2, 15 2 492 12 308
Total revenues and other income 111 096 24 712
Operating expenses
Vessel operating expenses 12 404 1 442
Voyage expenses and commissions 2 912 1 968
Depreciation and amortisation expense 4, 5 16 325 1 915
General and administrative expenses 4, 14, 16, 20 1 649 1 113
Total operating expenses 33 291 6 438
Operating profit (loss) 77 806 18 274
Net financial income (loss) 17 -14 723 -2 321
Profit (loss) before taxes 63 083 15 953
Tax on ordinary result 18 0 0
Net profit (loss) 63 083 15 953
Earnings per share 19 0,11 0,03
Earnings per share diluted 19 0,11 0,03
For the year ended 31 December
(Figures in USD 1 000) 2020 2019
Profit (loss) for the year 63 083 15 953
Other comprehensive income, items to be reclassified to profit & loss
Translation differences 0 0
Total compehensive income 63 083 15 953
Total comprehensive income attributable to:
Equity holders of the parent company 63 083 15 953
Total comprehensive income continuing operations 63 083 15 953

Consolidated statement of financial position

As at 31 December
(Figures in USD 1 000) Note 2020 2019
NON-CURRENT ASSETS
VLCC vessels 4, 10 427 249 254 234
VLCC vessels under construction 2, 4 0 79 663
Other tangible assets 4, 5, 10 210 217
Total tangible assets 427 459 334 114
TOTAL NON-CURRENT ASSETS 427 459 334 114
CURRENT ASSETS
Trade and other receivables 6, 10, 13 5 416 7 351
Other short-term assets 7, 13 1 539 851
Total current assets 6 956 8 202
Cash and cash equivalents 8, 13 95 146 52 455
TOTAL CURRENT ASSETS 102 101 60 657
TOTAL ASSETS 529 560 394 771

Consolidated statement of financial position

As at 31 December
(Figures in USD 1 000) Note 2020 2019
EQUITY
Share capital (575 362 013 shares) 21 82 625 82 625
Own shares 21 -1 121 0
Share premium 113 364 114 915
Other equity 76 745 13 664
TOTAL EQUITY 271 614 211 204
LIABILITIES
Interest-bearing debt 5, 9, 10 237 954 174 494
Total non-current liabilities 237 954 174 494
Trade payables 11, 13 2 124 3 077
Accrued public charges and indirect taxes 13 68 15
Current portion of interest-bearing debt 9, 10 16 605 5 932
Other current liabilities 12, 13 1 195 49
Total current liabilities 19 992 9 073
TOTAL LIABILITIES 257 946 183 567
TOTAL EQUITY AND LIABILITIES 529 560 394 771

Oslo, 24 March 2021

Henrik A. Christensen Chairman of the board

Consolidated statement of cash flows

For the year ended 31 December
(Figures in USD 1 000) Note 2020 2019
Profit (loss) before tax 63 083 15 953
Depreciation 16 325 1 915
Gain on sale of VLCC 2 -2 492 -12 308
Financial income -270 -509
Financial expenses 15 074 2 974
Change in accounts receivables and accounts payables 981 -4 322
Change in inventory 0 0
Change in other receivables and payables and other -1 857 -496
Net cash flow from operating activities 90 844 3 208
Investments in VLCC newbuilds and PP & E 4 -273 805 -312 840
Sale of VLCC 4 168 400 46 136
Sale of other financial investments 0 24 758
Net cash flow from investment activities -105 405 -241 946
Interest received 17 270 509
Interest paid 17 -14 050 -2 974
Proceeds from borrowings financial institution 4, 10 254 348 180 184
Installments other interest-bearing debt 4 -180 214 0
Installment leasing-debt (IFRS 16) 5 -93 -48
Capital contribution Equity 0 79 168
Purchase of own shares Equity -3 010 0
Transaction cost capital contribution Equity 0 -647
Net cash flow from financing activities 57 252 256 192
Total change in cash and cash equivalents 42 690 17 454
Currency effect on cash 0 0
Cash and cash equivalents beginning of year 52 455 35 001
Cash and cash equivalents end of year 8 95 145 52 455

Consolidated statement of changes in equity

Share Own Share Currency Retained Total
(Figures in USD 1 000) Note Capital Shares premium translation earnings equity
Equity as of 1 January 2019 55 376 0 63 412 -2 289 0 116 499
Net profit 2019 0 0 0 15 953 15 953
Other comprehensive income 0 0 0 0
Total comprehensive income 2019 0 0 15 953 15 953
Private placement 22 May 2019 27 249 51 919 0 0 79 168
Transactions costs -647 0 0 -647
Option plan payment 230 0 0 230
Equity as of 31 December 2019 82 625 0 114 914 -2 289 15 953 211 204
Net profit 2020 0 0 0 63 083 63 083
Other comprehensive income 0 0 0 0
Total comprehensive income 2020 0 0 63 083 63 083
Purchase of own shares -1 121 -1 889 0 0 -3 010
Option plan payment 339 0 0 339
Equity as of 31 December 2020 82 625 -1 121 113 364 -2 289 79 033 271 613

Note 1 - Significant accounting principles

Hunter Group ASA (HUNT) is a public limited liability company, incorporated in Norway, headquartered in Oslo and listed on the Oslo Stock Exchange (Oslo Axess list), address headquarter: Dronningen 1, 0287 Oslo, Norway.

The financial statements of Hunter Group ASA for the fiscal year 2020 were approved in the board meeting on 24 March 2021.

The Group's activities are described in the Board of Director's report.

1.1 Basis of presentation of the accounts

HUNT's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), and IFRS as adopted by the EU, and are mandatory for financial year beginning on or after 1 January 2020, and Norwegian disclosure requirements listed in the Norwegian Accounting Act as of 31 December 2020.

The historical cost basis have been used when preparing the financial statements. These policies have been applied consistently to all periods presented, and certain amounts in the comparable year have been reclassified to be consistent with current year presentation. Some totals may not equal the sum of the amounts shown due to rounding.

Consolidation

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases.

The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, transactions, unrealized gains and losses resulting from intra-group transactions and dividends are eliminated in full. A change in the ownership interest of a subsidiary, without a loss of control, will be accounted for as an equity transaction. The Group consist of the following companies as per 31 December 2020:

  • Hunter Group ASA (parent company)
  • Indicator AS (100% owned subsidiary)
  • Hunter Tankers AS (100% owned subsidiary)

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree.

1.2 Use of estimates when preparing the annual financial statements

Estimates and their underlying assumptions that affect the application of accounting principles and reported amounts of assets and liabilities, income and expenses are based on historic experience and other factors considered reasonable under the circumstances. The estimates constitute the basis for the assessment of the net book value of assets and liabilities when these values cannot be derived from other sources. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.

Note 1 - Significant accounting principles cont.

Estimation uncertainty could mainly affect;

• VLCC vessels (impairment)

The preparation of the Group's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosures. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Please refer to 1.3, 1.12 and note 4 for further information about VLCC.

1.3 Impairment of assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired.

An assessment of impairment losses on assets is made when there is an indication of a fall in value. If an asset's carrying amount is higher than the asset's recoverable amount, an impairment loss will be recognized in the statement of profit or loss. The recoverable amount is the higher of the fair value less costs to sell and the discounted cash flow from continued use. The fair value less costs to sell is the amount that can be obtained from a sale to an independent third party minus the sales costs. The recoverable amount is determined separately for all assets but, if this is impossible, it is determined together with the entity.

Impairment losses recognized in the statements of profit or loss of previous periods are reversed when there is information that the need for the impairment loss no longer exists or is not as great as it was. However, no reversal takes place if the reversal leads to the carrying amount exceeding what the carrying amount would have been if normal depreciation periods had been used.

The Group follows the development of the price of the Company's listed shares, the daily market rates for the VLCC operations, and monitors the development of the pricing of new ships when evaluating if there exist indicators of the Group's VLCCs. The recoverable amount was determined based on fair value less cost to sell. Management obtained an external valuation for similar newbuilds as evidence of fair value less cost to sell. Please refer to note 4 for further information.

1.4 Cash and cash equivalents

Cash includes cash in hand and at bank. Cash equivalents are short-term liquid investments that can be immediately converted into a known amount of cash and have a maximum term to maturity of three months.

1.5 Statement of cash flows

The statement of cash flows is prepared in accordance with the indirect method.

1.6 Functional currency and presentation currency

The main transactions for Hunter Group ASA and Hunter Tankers AS have been USD from 2019 USD. Due to the functional currency for the two main companies in the Group are in USD, it is also the considered to be beneficial to present the financial statements of the Group in USD.

Transactions in foreign currency are translated at the rate applicable on the transaction date. Monetary items in a foreign currency are translated into USD using the exchange rate applicable on the balance sheet date.

Note 1 - Significant accounting principles cont.

Non-monetary items that are measured at their historical price expressed in a foreign currency are translated into USD using the exchange rate applicable on the transaction date. Non-monetary items that are measured at their fair value expressed in a foreign currency are translated at the exchange rate applicable on the balance sheet date. Changes to exchange rates on monetary items are recognized in the income statement as they occur during the accounting period.

1.7 Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as financial assets at fair value through profit or loss, receivables, as appropriate. All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. The Group determines the classification of its financial assets at initial recognition. The Group's financial assets include cash and cash equivalents, trade and other receivables.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in the category "Loans and receivables", and all assets are included in loans and receivable category.

The subsequent measurement of financial assets depends on their classification as described below:

Receivables

Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

After initial measurement, such financial assets are subsequently measured at amortized cost using the EIR (effective interest rate) method, less impairment. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included in finance income in the statement of profit or loss. The losses arising from impairment are recognized in the statement of profit or loss in other operating expenses for receivables.

This category includes accounts receivable and other receivables carried at amortized cost or at nominal amount less provision for bad debt where this can be regarded as a reasonable proxy for fair value.

Other financial assets are cash and cash equivalents and other financial investments, measured at balance sheet date rate for items in foreign currency.

1.8 Financial liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, or borrowings at amortized cost, as appropriate.

HUNT's financial liabilities include trade and other payables and IFRS 16 lease liabilities.

Subsequent measurement

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings, net of directly attributable transaction costs.

The Group's financial liabilities include trade and other payables.

Note 1 - Significant accounting principles cont.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

1.9 Property, plant and equipment

Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses. When fixed assets are sold or disposed of, the gross carrying amount and accumulated depreciation are derecognized, and any gain or loss on the sale or disposal is recognized in the statement of profit or loss.

The gross carrying amount of fixed assets is the purchased price, including duties/taxes and direct acquisition costs relating to making the asset ready for use. Subsequent costs, such as repair and maintenance costs, are recognized in profit or loss as incurred. When increased future economic benefits as a result of repair/maintenance work can be proven, such costs will be recognized in the statement of financial position as additional to fixed assets.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:

Plant and machinery: 3 - 5 years
VLCC vessels: 25 years
VLCC equipment: 3 – 5 years

The depreciation period, the depreciation method and the residual value of fixed assets are evaluated annually.

Vessels and equipment

The net cost of the VLCCs (less estimated residual value) is the basis for a straight-line depreciation over the estimated remaining economic useful lives (25 years). Other equipments (excluding vessel upgrades) are depreciated over its estimated remaining useful life (5 years). The estimated residual value for the VLCCs is calculated by multiplying the lightweight tonnage with the market price of scrap per tonne. The market price of scrap per tonne is based on price of scrap at delivery (USD 360/lwt). Residual values are reviewed annually.

1.10 Contracts new builds

Paid instalments for new builds of VLCCs are capitalized at cost as fixed assets as each payment take place. Investments regarding the new vessels that are not included in the contract, such as inspection costs and other related costs during construction are capitalized. Vessels under construction are not depreciated until the asset is available for use. Paid instalments, inspection costs and a minor portion of the construction contract are financed using own equity. Borrowing costs will be capitalized together with the vessel to the extent that they are directly related to the acquisition of the vessel. Construction in progress is stated at cost, net of accumulated impairment losses, if any.

Note 1 - Significant accounting principles cont.

1.11 Provisions

Provisions are recognized when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are evaluated at the end of each month and adjusted to reflect the available information about the provision. When the information available is insufficient, the best estimate is used.

1.12 Recognition of revenue

Revenue is recognized to reflect the transfer of promised goods or services to customers, and then at an amount that reflects the consideration the company expects to be entitled to in exchange for those goods or services.

On 24 October 2018 Hunter Group ASA was appointed Senior Technical Advisor for Hartree Maritime Partners. Hunter Group provides technical newbuild supervision services for Hartree's four VLCC vessels. Hunter Group uses its best efforts to ensure that the Hartree Vessels and the Hunter Vessels are identical to the maximum extent possible. The intention was to form a new scrubber fitted pool to operate the fleet of 11 sister vessels. The agreement provides both companies with significant cost savings and synergies.

In addition Hunter Group receives a fee for its services. These fees follow an agreed upon payment plan divided into steel cutting, keel laying for the first block, when the vessel leaves dry land and becomes waterborne, and when the buyers accepts delivery. As from the date of completion of planning and accept from customer, the fee of 50 % is considered earned (point in time). Thereafter the Group earns the right to payment of the remaining 50 % over time.

The Group hires out its vessels to the Tankers International (TI) pool and receives, as compensation, a daily rate that varies from day to day, depending on the net result generated in TI. The company will thus recognize such income on an ongoing basis based on earned daily rate. The company's revenues from the pool are presented as Pool revenues in the income statement.

The time charter revenue is generated from fixed rate time charter contracts. Revenue from time charters are accounted for as lease in accordance with IFRS 16 and is classified as time charter revenue in the income statement. The Group's time charter contracts have a duration of 3-9 months and a significant portion of the risks and rewards of ownership are retained by the lessor (Hunter), hence the lease is classified as operating lease. Payments received under operating leases are recognized as revenue on a straight-line basis over the lease term.

Furthermore, the Group will also cover any surplus fuel after the ship arrives at the pool (without profit). In such cases, the Group will sell surplus fuel on board when the ship is delivered to TI. TI's surplus fuel coverage are recognized net.

1.13 Income tax

The tax expense consists of the tax payable and changes to deferred tax. Deferred tax/tax assets are calculated on all differences between the book value and tax value of assets and liabilities.

Deferred tax assets are recognized when it is probable that the Group will have a sufficient profit for tax purposes in subsequent periods to utilize the tax asset. The Group recognize previously unrecognized deferred tax assets to the extent it has become probable that the Group can utilize the deferred tax asset. Similarly, the Group will reduce a deferred tax asset to the extent that the Group no longer regards it as probable that it can utilize the deferred tax asset.

Deferred tax and deferred tax assets are measured on the basis of tax rates that have been enacted or substantially enacted at the reporting date.

Deferred tax and deferred tax assets are recognized at their nominal value and classified as non-current assets (long-term liabilities) in the balance sheet.

Note 1 - Significant accounting principles cont.

Taxes payable and deferred taxes are recognized directly in equity to the extent that they relate to equity transactions.

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

The subsidiary Hunter Tankers AS is part of the shipping tax rules in Norway, which in all material aspects results in the company being taxable only for part of the net financial result.

1.14 Contingent liabilities and assets

Contingent liabilities are not recognized in the annual accounts. Significant contingent liabilities are disclosed, with the exception of contingent liabilities that are remote to be incurred.

Contingent assets are not recognized in the annual accounts but are disclosed if it is probable that a benefit will be added to the Group.

1.15 IFRS 16 Leases

In the financial statement of lessees, the standard requires recognition of all contracts that qualify under its definition of a lease as right-of-use assets and lease liabilities in the balance sheet, while lease payments are to be reflected as interest expense and reduction of lease liabilities. The right-of-use assets are to be depreciated in accordance with IAS 16 Property, Plant and Equipment over the shorter of each contract's term and the assets' useful life.

Borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit or loss.

1.16 Equity

Cost of equity transactions

Transaction costs directly related to an equity transaction are recognized directly in equity after deducting tax expenses.

1.17 Events after the reporting period

New information on the Group's financial position at the end of the reporting period which becomes known after the reporting period is reflected in the annual accounts. Events after the reporting period that do not affect the Group's financial position at the end of the reporting period but which will affect the Group's financial position in the future are disclosed if significant.

1.18 Segments

For management purposes, the Group is organized into one business unit based on its products and services, and has a reportable segment which first developed the VLCC construction contracts and options, and then operates these vessels. No operating segments have been aggregated to form the the reportable operating segment.

The management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the consolidated financial statements.

Note 1 - Significant accounting principles cont.

1.19 Share-based payment

Employees of HUNT receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model, further details of which are given in note 20. That cost is recognized in employee benefits expense, together with a corresponding increase in equity (other capital reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the sharebased payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

1.20 Changes in accounting policies and disclosures

The accounting policies adopted are consistent with those of the previous financial year, except for the new and amended standards and interpretations to IFRS which have been implemented by the Group during the current financial year. Several other amendments and interpretations apply for the first time in 2020, but do not have an impact on the consolidated financial statements of the Group. The Group has not early adopted any standards, interpretations or amendments that have been issued but are not yet effective.

The following new and amended standards and interpretations have been implemented for the first time in 2020:

Amendments to IFRS 3 - Definition of a Business

The amendments help determine whether an acquisition made is of a business or a group of assets.

The amended definition emphasizes that the output of a business is to provide goods and services to customers, whereas the previous definition focused on returns in the form of dividends, lower costs or other economic benefits to investors and others. It also clarifies that to be considered a business, an integrated set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output. This assessment must be based on what has been acquired in its current state and condition.

The amendments also introduce an optional fair value concentration test to permit a simplified assessment of whether an acquired set of activities and assets is not a business. In addition to amending the wording of the definition, the Board has provided supplementary guidance.

The amendments are applied to transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 January 2020. The amendments has not had an effect on the Financial Statements for the Group.

Note 1 - Significant accounting principles cont.

Amendments to IAS 1 and IAS 8 - Definition of Material

The International Accounting Standards Board (IASB) has issued amendments to its definition of material to make it easier to make materiality judgements. The definition of material helps decide whether information should be included in the financial statements. The amendments set out a new definition of material: "Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity". Also, the amendments clarify that materiality depends on the nature or magnitude of information, or both. Finally, the amendments ensure that the definition of material is consistent across all IFRS Standards,

The changes are effective for annual periods beginning on or after 1 January 2020. The amendments has not had an effect on the Financial Statements for the Group.

Amendments to IFRS 9, IAS 39 and IFRS 7 - the IBOR reform

The amendments provide temporary reliefs to certain requirements related to hedge accounting in the period of uncertainty before the replacement of an existing interest rate benchmark with an alternative nearly risk-free interest rate.

For the hedging relationships where the reliefs are applied, companies are required to disclose additional qualitative and quantitative information. However, the amendments also provide an exemption from the disclosure requirements in IAS 8.28 f related to the adjustment amounts in the current and prior period.

The effective date of the amendments is for annual periods beginning on or after 1 January 2020. The requirements are applied retrospectively. The amendments has not had an effect on the Financial Statements for the Group.

Amendment to IFRS 16 - Covid-19-Related Rent Concessions

In May 2020, the International Accounting Standards Board amended IFRS 16 Leases to provide relief to lessees from applying the IFRS 16 guidance on lease modifications to rent concessions arising as a direct consequence of the covid-19 pandemic. The amendment does not affect lessors.

The amendment exempts lessees from having to consider individual lease contracts to determine whether rent concessions occurring as a direct consequence of the covid-19 pandemic are lease modifications and allows lessees to account for such rent concessions as if they were not lease modifications. It applies to covid-19-related rent concessions that reduce lease payments due on or before 30 June 2021.

Lessees must apply the practical amendment retrospectively, recognizing the cumulative effect of initially applying the amendment as an adjustment to the opening balance of retained earnings (or other component of equity, as appropriate) at the beginning of the annual reporting period in which the amendment is first applied.

The amendment is effective for annual periods beginning on or after 1 June 2020, but earlier application is permitted. The Group has chosen to early adopt this amendment, but the amendments did not have an effect on the Financial Statements for the Group.

Amendments to standards and interpretations with a future effective date

Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 - Interest Rate Benchmark Reform - Phase 2

In August 2020, the IASB issued Phase 2 of its project which amends IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial Instruments: Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases. Phase 2 finalizes the Board's response to the ongoing reform of interbank offer rates (IBOR) and other interest rate benchmarks.

Note 1 - Significant accounting principles cont.

Amendments to standards and interpretations with a future effective date

The amendments complement Phase 1 issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform.

The Phase 2 amendments mainly consist of the following:

  • Practical expedient for particular changes to contractual cash flows
  • Relief from specific hedge accounting requirements
  • Disclosure requirements

The Phase 2 amendments apply only to changes required by the interest rate benchmark reform to financial instruments and hedging relationships.

The amendments are effective for annual reporting periods beginning on or after 1 January 2021. Early adoption is permitted. It is not expected that the amendments will have significant effects on the Financial Statements for the Group.

Amendments to IAS 1 - Classification of Liabilities as Current or Non-Current

The International Accounting Standards Board has issued amendments to IAS 1 Presentation of Financial Statements to clarify how to classify debt and other liabilities as current or non-current.

The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity.

The amendments clarify:

  • The meaning of right to defer settlement
  • That the right to defer must exist at the end of the reporting period
  • That classification is not affected by the probability that an entity will exercise its deferral right
  • That the terms of a liability would not impact its classification, only if an embedded derivative is an equity instrument itself.

The amendments must be applied retrospectively and are effective for annual periods beginning on or after 1 January 2023. The Group does not intend to early adopt the amendments. It is not expected that the amendments will have significant effects on the Financial Statements for the Group.

Amendments to IAS 16 - Proceeds before Intended Use

The amendments prohibit a company from deducting from the cost of property, plant and equipment any proceeds from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such proceeds and related cost in profit or loss.

The amendment must be applied retrospectively only to items of PP&E made available for use on or after the beginning of the earliest period presented when the entity first applies the amendment.

The amendment is effective for annual periods beginning on or after 1 January 2022, but earlier application is permitted if, at the same time or earlier, an entity also applies all of the amendments contained in the Amendments to References to the Conceptual Framework in IFRS Standards (March 2018). The Group does not intend to early adopt the amendments. It is not expected that the amendments will have significant effects on the Financial Statements for the Group.

Note 1 - Significant accounting principles cont.

Amendments to IAS 37 - Onerous Contracts, Costs of Fulfilling a Contract

The amendments clarify that for the purpose of assessing whether a contract is onerous, the cost of fulfilling the contract includes both the incremental costs (e.g., the costs of direct labour and materials) of fulfilling that contract and an allocation of other costs that relate directly to fulfilling contract activities (e.g., depreciation of equipment used to fulfil the contract, as well as costs of contract management and supervision). Costs that do not relate directly to a contract (e.g., general and administration costs) shall not be included unless they are explicitly chargeable to the counterparty under the contract.

The amendments must be applied prospectively to contracts for which an entity has not yet fulfilled all of its obligations at the beginning of the annual reporting period in which it first applies the amendments.

The amendments are effective for annual periods beginning on or after 1 January 2022, but earlier application is permitted. The Group does not intend to early adopt the amendments. It is not expected that the amendments will have significant effects on the Financial Statements for the Group.

Note 2 – Significant acquisitions and disposals

Hunter Freya was delivered on 6 March 2020 and Hunter Disen was delivered on 5 June 2020. Furthermore, Hunter Idun was delivered on 3 July 2020 and Hunter Frigg was delivered on 21 August 2020. In addition, one were already sold and redelivered her to her new owner with a gain of USD 12.5m in 2019. As such, all VLCC were completed and delivered by end of 2020.

Hunter Saga and Hunter Laga were sold in 2020 for an en-bloc price of USD 168.4 million, with a gain of USD 2.5 million. Furthermore, the Group signed a Memorandum of Agreement for the sale of Hunter Atla for USD 84.5 million, which is expected delivered to her new owners during April 2021.

Note 3 - Segment information

Based on the nature of the vessels, processes and type of customers it has been concluded that the Group has one segment and information on segment performance is found in the consolidated statements of income and financial position. As the financial statement is consistent with the internal financial reporting for the tanker vessel segment and thus is equal to the Income Statement, Statement of Financial Position and Cash flow statement, no further disaggregation is provided. The Group does not consider the domicile of its customers as a relevant decision-making guideline and hence does not consider it meaningful to allocate vessels and related income to specific geographical locations.

Note 4 - Property, plant and equipment

tangible
assets
10
0
VLCC under
79 664
construction VLCC vessels
256 098
Total
336 030
270 919 2 909 273 980
0 0 -170 486 -170 548
0 -350 582 350 582 0
10 0 439 102 439 462
-6 0 -11 853 -12 002
3 0 427 249 427 459

Depreciation (straight-line method) 94 3 0 16 227 16 325

Other
(Figures in USD 1 000) IFRS 16 tangible
assets
VLCC under construction VLCC vessels Total
Per 31 December 2019 PP&E
Cost price at 1 January 92 10 56 682 0 56 783
Additions 167 0 312 696 0 312 864
Sale of VLCC 0 0 -33 617 0 -33 617
Transfer to VLCC in operation 0 0 -256 098 256 098 0
Cost price at 31 December 259 10 79 664 256 098 336 030
Accumulated depreciations at 31 December -48 -3 0 -1 864 -1 915
Book value at 31 December 211 6 79 664 254 234 334 115
Depreciation (straight-line method) 48 3 0 1 864 1 915
Estimated useful life 3-5 years 3-10 years N/A 25 years

Note 4 - Property, plant and equipment cont.

The Group took delivery of "Hunter Freya" (NB No. 5465) on 6 March 2020, "Hunter Disen" (NB No. 5466) on 5 June 2020, "Hunter Idun" (NB No. 5467) on 3 July 2020 and "Hunter Frigg" (NB No. 5470) on 21 August 2020. The acquisition cost of the delivered VLCCs has been transferred from VLCC under construction to VLCC vessels. In 2019 NB No. 5457 were sold and redelivered her to her new owner with a gain of USD 12.5m.

Hunter Tankers AS entered in 2019 into a USD 180 million sale-and-leaseback transaction with SFL Corporation Ltd. ("SFL"), for three VLCCs. The Group received net proceeds of USD 60 million per vessel, and subsequently bareboat chartered the vessels back for 5 years. The Group had purchase options for all three vessels, ensuring maximum flexibility in regard to potential future vessel sales. On 18 June 2020 Hunter Tankers AS received binding commitments for a USD 157.5m loan facility which has, together with available cash at hand, been used to refinance Hunter Atla, Hunter Saga and Hunter Laga.

Hunter Saga and Hunter Laga were sold in 2020 for an en-bloc price of USD 168.4 million, with a gain of USD 2.5 million.

It has been considered that no indications for impairment of the VLCC vessels exist as per 31 December 2020, and as such the vessels have not been tested for impairment (ref. Note 1, 1.3) except for a full valuation being performed for one of the Group's vessels as a quantitively test of indicator for impairment.

Note 5 - IFRS 16

IFRS 16
(unaudited figues in USD 1 000) 2020 2019
Right of use assets 1.1 211 92
Additions 152 167
Sale -62 0
Depreciation -94 -48
Right of use assets 31.12 207 211
Other interest-bearing debt 1.1 211 92
Addition 152 167
Sale -62 0
Installments -93 -48
Other interest-bearing debt 31.12 208 211
Interest 10 7
Less than Between More than
Remaining rental-payments as per 31.12.20 1 year 2 - 5 years 5 years Total
Office rent, gas bottles (5 years), liferafts (5 years) and VSAT (3 years) 9 6 134 0 230

Note 6 – Trade and other receivables

(Figures in USD 1 000) 31.12.2020 31.12.2019
Performed work earned, not invoiced (contract assets) 5 416 7 351
Other 0 0
Total trade and other receivables 5 416 7 351

Age distribution of trade receivables

As at 31 December, the ageing analysis of trade receivables is as follows:

Neither
past due nor Past due but not impaired
Total impaired >30 days 30-60 days 60-90 days 90-120 days >120 days
2020 5 416 5 416 0 0 0 0 0
2019 7 351 7 351 0 0 0 0 0

Trade receivables are non-interest bearing and the payment terms are generally net 30 days. Fair value of the receivables approximates the nominal values, less provision for doubtful receivables, which was NOK 0 million per 31 December 2019 and 31 December 2020. The largest customers has in 2020 been Tankers International (pool revenues), Trafigura Maritime Logistics Pte Ltd, ST Shipping and Transport Pte Ltd and Koch Shipping Pte. Ltd.

Note 7 - Other short-term receivables

(Figures in USD 1 000) 31.12.2020 31.12.2019
Prepaid expenses 1 539 851
Total other receivables 1 539 851

Note 8 - Cash and cash equivalents

Restricted bank deposits for employee withholding taxes 39 32
Total cash at bank 95 146
95 146
52 455
Cash at bank 52 455
(Figures in USD 1 000) 31.12.2020 31.12.2019

Note 9 - Current interest-bearing loans and borrowings

(Figures in USD 1 000) 31.12.2020 31.12.2019
Current portion of interest-bearing debt 16 605 5 932
Current portion of interest-bearing debt 16 605 5 932

Note 9 - Current interest-bearing loans and borrowings cont.

Reconciliation of liabilities arising from financing activities:

Non-cash changes
Cash FX Fair
2020 31.12.2019 flows IFRS 16 movement value changes 31.12.2020
Other interest-bearing debt (long-term) 174 494 63 477 -17 0 0 237 954
Short-term liabilities 5 932 10 659 14 0 0 16 605
Currency futures 0 0 0 0 0 0
Total liabilities from financing activities 180 426 74 136 -3 0 0 254 559
2019 Non-cash changes
Cash FX Fair
31.12.2018 flows IFRS 16 movement value changes 31.12.2019
Other interest-bearing debt (long-term) 0 174 359 135 0 0 174 494
Short-term liabilities 0 5 855 77 0 0 5 932
Currency futures 0 0 0 0 0 0
Total liabilities from financing activities 0 180 214 211 0 0 180 426

Note 10 - Other interest-bearing debt

(Figures in USD 1 000) 31.12.2020 31.12.2019
Other interest-bearing debt (long-term) 237 954 174 494
Other interest-bearing debt (long-term) 237 954 174 494
Maturity of long-term and short-term interest-bearing debt 31.12.2020 31.12.2019
Maturity 0-1 year (classified as short-term debt) 16 605 5 932
Maturity 2-4 years 237 954 27 866
Maturity 5 years and after 0 146 628
Total long-term and short-term interest-bearing debt 254 559 180 426

Average interest rate on interest-bearing debt was 3.24 % in 2020. Book value of interest-bearing debt approximately equal fair value. Please see note 13 for the maturity analysis for short-term liabilities.

Total Book value of assets securing the interest-bearing debt 432 665 341 459
Trade and other receivables 5 416 7 351
Other tangible assets 0 211
VLCC vessels under construction 0 79 663
VLCC vessels 427 249 254 234
Book value of assets securing the interest-bearing debt 31.12.2020 31.12.2019

No significant borrowing cost were capitalized as per 31 December 2020.

Note 11 - Trade payables

Trade payables are generally non-interest bearing and the payment terms are net 30 days. Fair value of the payables equals the nominal value.

Note 12 - Other current liabilities

Total other current liabilities 1 195 49
Interest payable 1 024 0
Other accrued costs 115 9
Unpaid vacation pay 56 40
Other current liabilities 31.12.2020 31.12.2019
(Figures in USD 1 000)

Note 13 - Financial instruments risk management objectives and policies

HUNT is subject to market risks (foreign currency exchange risk and interest rate risk), credit risk and liquidity risk.

The Group's management oversees the management of these risks and assures that HUNT's financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group's policies. It is the Group's policy that no trading in derivatives for speculative purposes shall be undertaken. The Board of Directors reviews and agrees on policies for managing each of these risks, which are summarized below.

Foreign currency risk

The Group's cash reserves of USD 95.1 million are deposited in the Norwegian bank DNB. The main transactions for the Group have been in USD from approximately end of 2018. As commercial operations are in a large scale, a foreign currency exchange risk policy has been introduced.

Interest rate risk

The Group's financial income and financial costs in the statement of profit or loss are influenced by changes in interest rates as the interest with DNB is on a floating basis. The Group had USD 15.1 million in interest expense and USD 0.3 million in interest income in 2020. The interest rate in the sale- & leaseback agreements for the three delivered VLCC vessels was fixed for the leasing period up until the refinancing in 2020.

Credit risk

HUNT only trades with recognized, creditworthy third parties. It is the Group's policy that all customers that wish to trade on credit terms are subject to credit verification procedures. All cash in the Group is deposited in the Norwegian bank DNB. Credit risk is managed through a framework that sets out policies and procedures covering the measurement and management of credit risk.

Liquidity risk

HUNT monitors its liquidity on a regular basis and produces rolling liquidity forecasts on a monthly basis in order to identify liquidity requirements in future periods. The target for HUNT's management of liquidity risk is to minimum maintain a liquidity corresponding to its net liquidity requirements for 12 months. The cash position of Hunter Group at year end 2020 was USD 95.1 million, compared to USD 52.5 million in 2019.

Following the successful launch of the private placements in 2019, the Company's financial and liquidity position was further significantly improved. The net proceeds from the Private placements has been used to fund the development of the 8 VLCC ships via its subsidiary Hunter Tankers AS. One of these VLCC ships were sold in 2019, and two more in 2020.

The management will continue to focus on efficient operations, good planning and close monitoring of the liquidity situation and maintaining a clear business development strategy.

Note 13 - Financial instruments risk management objectives and policies cont.

The table below shows a maturity analysis for HUNT's total short-term liabilities:

(Figures in USD 1 000) within within within
31.12.2020 3 months 3-6 months 9-12 months
Accounts payable 2 124 0 0
Public duties payables 68 0 0
Current portion of interest-bearing debt 4 151 8 302 4 151
Other short-term liabilities 1 139 56 0
within within within
31.12.2019 3 months 3-6 months 9-12 months
Accounts payable 3 077 0 0
Public duties payables 15 0 0
Current portion of interest-bearing debt 26 3 800 2 106

Please see note 10 for the maturity analysis for long-term liabilities.

Capital management

HUNT's main objective for the management of its capital structure is to maximize value creation for shareholders, while at the same time maintaining a sound financial position and a good credit rating.

HUNT manages its capital structure and makes adjustments to it in light of changes in economic conditions.

(Figures in USD 1 000) 31.12.2020 31.12.2019
Long-term debt financial institutions 237 954 174 494
Short-term debt financial institutions 16 605 5 932
Trade and other payables 3 387 3 141
Bank deposits -95 146 -52 455
Net debt (asset) 162 800 131 112
Equity 271 614 211 204
Total capital
Capital and net debt 434 414 342 316
Gearing ratio 37,5 % 38,3 %
Equity ratio 51,3 % 53,5 %

Note 13 - Financial instruments risk management objectives and policies cont.

Set out below is a comparison by category of carrying amounts and fair values of all of the Company's financial instruments:

Fair value 31.12.2020 31.12.2019
(Figures in USD 1 000) measurement Carrying Fair Carrying Fair
Financial assets hierarchy amount value amount value
Cash and cash equivalents Level 1 95 146 95 146 52 455 52 455
Trade receivables Level 3 5 416 5 416 7 351 7 351
Other short-term receivables Level 3 1 539 1 539 851 851
31.12.2020 31.12.2019
Carrying Fair Carrying Fair
Financial liabilities amount value amount value
Other interest-bearing debt (long-term) Level 3 237 954 237 954 174 494 174 494
Current interest-bearing loans and borrowings Level 3 16 605 16 605 5 932 5 932
Trade payables Level 3 2 124 2 124 3 077 3 077

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

  • Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities
  • Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
  • Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

The Group does not use hedge accounting. The sale- & leaseback debt was entered into at the end of 2019 and was refinanced in 2020. There has not occurred significant changes in the Group's credit rating or underlying interest rates after delivery of the vessels that indicates that the fair value deviates materially from the carrying value.

Note 14 - Transactions with related parties

The following table provides the total amount of transactions that have been entered into with related parties controlled by members of executive management of HUNT for the relevant financial year. The purchases from related parties are made at terms equivalent to those that prevail in arm's length transactions.

Transcations with related parties (figures in USD 1 000) 2020 2019
Purchased services 91 160

The Group has used the services of the law firm Ro Sommernes DA for legal advice in 2019 and 2020. Ro Sommernes DA has invoiced the Company USD 110 thousand in 2019 and USD 38 in 2020. The Company's chairman Henrik Christensen is a partner in Ro Sommernes DA.

From 1 November 2018 the Company rents office space from Dronningen Eiendom AS. The rental agreement is for 36 months. One of the Company's shareholder is also a shareholder of Dronningen Eiendom AS.

Note 14 - Transactions with related parties cont.

During 2019 there were drawn USD 2.5 million of a short-term USD 3 million revolving credit facility with Apollo Asset Ltd (insignificant interest cost), which was repaid in full I 2019. Apollo Asset Ltd is owned by Mr. Arne Fredly, board member and largest shareholder of Hunter Group ASA.

Note 15 – Revenue from contracts with customers

(Figures in USD 1 000)
Year 2020 2019
Type of goods or services
Pool revenues 48 567 12 026
Time charter revenues 60 037 0
Other income 0 378
Net gain on sale of assets 2 492 12 308
Total revenues 111 096 24 712
Timing of revenue recognition
Goods transferred at a point in time 108 605 12 330
Services transferred over time 2 492 12 382
Total revenues 111 096 24 712

Pool revenues are day rates received from the pool Tankers International, and is considered earned per day.

Future minimum lease payments in relation to non-cancellable operating leases of VLCCs where Hunter Tankers is a lessor relates to time charter revenue and amounts to USD 13.1 million within 2021.

Note 16 – Specification of other operating expenses

(Figures in USD 1 000) 2020 2019
Payroll expenses 623 719
IT and office-related expenses 15 33
Audit, audit-related services and accounting fees 222 193
Various legal fees 364 120
Insurance, car, travel, tonnage tax and other expenses 425 47
Totalt 1 649 1 113

Note 17 - Finance income and finance expenses

This section provides additional information about individual line items of finance income and finance expense in the statement of profit or loss by type.

Finance income (Figures in USD 1 000) 2020 2019
Interest income related to cash, cash equivalents & other financial investments 270 509
Other financial income 0 0
Currency gain 235 1 076
Total finance income 505 1 585
Finance expenses (Figures in USD 1 000) 2020 2019
Interest expense related to debt to financial institutions 15 074 2 974
Other financial expences 154 931
Currency losses 0 0
Total finance expenses 15 228 3 906
Total finance income (loss) -14 723 -2 321

Interest income on cash & cash equivalents consist of earned interest on the Group's cash & cash equivalents placements.

Note 18 - Income tax

Income tax expense (Figures in USD 1 000) 2020 2019
Payable tax 0 0
Changes in utilized tax asset 0 0
Total tax expense 0 0
Calculation of basis for tax (Figures in USD 1 000) 2020 2019
Earnings before tax 63 083 15 953
Permanent differences 4 -647
Currency adjustments due to NOK as tax basis -8 3 219
Adjustment related to shipping tax rules -63 793 -16 925
Changes in temporary differences -4 -6
Use of tax loss brought forward 718 -1 595
Total basis for tax 0 0
Summary of temporary differences: 2020 2019
Fixed assets -25 -29
Loss carried forward -38 359 -37 641
Total -38 383 -37 669
Calculated deferred tax asset (22 %) -8 444 -8 287

Note 18 - Income tax cont.

Statement of financial position
Deferred tax asset (Figures in USD 1 000) 2020 2019
Loss carried forward -8 439 -8 281
Fixed assets -5 -6
Total deferred tax asset -8 444 -8 287
Not recognized deferred tax asset 8 444 8 287
Total deferred tax asset recognised in the statement of financial position 0 0
Loss carried forward as of 31 December 2020 2019
Unlimited carrying forward -38 359 -37 641
Effective tax rate 2020 2019
Profit / (loss) before tax 63 083 15 953
22% tax of earnings before tax 13 878 3 510
Permanent differences and other 1 -142
Currency effect due to NOK as tax basis -2 708
Adjustment related to shipping tax rules -14 034 -3 723
Changes in deferred tax asset not recognised in the statement of financial position and other 157 -352
Calculated tax cost 0 0
Effective tax rate 0 % 0 %

The tax loss brought forward is related to Norway, and there exist no restrictions of the possibility to bring forward these tax losses (no maturity date).

Note 19 - Earnings per share

Earnings per share is calculated as net profit (loss) for the year attributable to equity holders of the Company divided by the weighted 'average number of shares outstanding over the year.

Diluted earnings per share is calculated as net profit (loss) for the year attributable to equity holders of the Company divided by the weighted average number of share outstanding over the year plus the weighted average number of dilutive potential shares.

2 000 000 options were awarded in 2019 and 1 750 000 were awarded in 2020.

(Amounts in USD 1 000) 2020 2019
Net profit (loss) 63 083 15 953
Weighted average number of outstanding ordinary shares during the year 575 362 501 268
Effect of dilution - warrents 0 7 062
Effect of dilution - share options 0 408
Weighted average outstanding diluted shares 575 362 508 737
Earnings (loss) per share 2020 2019
Earnings per share 0,11 0,03
Earnings per share diluted 0,11 0,03

Note 20 - Payroll and related expenses

Payroll and related expenses (figures in USD 1 000) 2020 2019
Salaries and vacation pay 484 378
Social security tax 73 60
Pension expense ("OTP") 30 19
Employee share option program expense (incl. national insurance contributions) 339 230
Remuneration to the Board of Directors and the Nomination Committee 28 28
Other benefits 8 4
Total payroll an related expenses 962 719
2020 2019
Average work years 3 3

Pension scheme

The Company has a defined contribution pension scheme that complies with the Norwegian occupational pension legislation (called "OTP"). The pension contributions range from 4 % 0 - 7.1 G to 7 % 7.1 -12 G of the employee's salary - maximized to a percentage of 12 G (NOK 1,198,296). The National Insurance scheme basic amount for 2020 is NOK 101,351. The retirement age for all employees, including the management, is 67 years.

The Group is obliged to have an occupational pension scheme pursuant to the Act on Occupational Pensions. The Group's pension plans meet the requirements of this Act.

2020 2019
Contributions expensed during the year 30 19

Remuneration to management (amounts in USD)

The total remuneration for the members of the management was USD 301 thousand in 2020, compared to USD 219 thousand in 2019.

Total remuneration to management during the year ended 31 December is as follows: 2020 2019
Other Other
Salary Remuneration Pension cost Salary Remuneration Pension cost
Erik Frydendal, (CEO) 188 449 467 6 750 171 312 500 9 416
Lars M. Brynildsrud (CFO)* 108 710 467 5 176 45 995 167 0

* Lars M. Brynildsrud replaced Erik Frydendal as CFO from 12 August 2019.

Executive management of HUNT consists of CEO and CFO.

Note 20 - Payroll and related expenses cont.

Shares and options held directly or indirectly by the management group as of 31 December 2020 are as follows:

Number of Exercise price
shares % shares Options (USD)
Lars M. Brynildsrud, CFO 15 400 0,00 % 750 000 0,38
Erik Frydendal, CEO 1 650 000 0,29 % 2 000 000 0,38
Total 1 665 400 0 2 750 000 -

Changes in share options held by the management group are as follows:

Options for-
Options
Options as of
Options of 1 granted in feited in the Options vested 31 December
January 2020 the period period in the period 2020
Lars M. Brynildsrud, CFO 500 000 250 000 0 0 750 000
Erik Frydendal, CEO 1 000 000 1 000 000 0 0 2 000 000
Total 1 500 000 1 250 000 0 0 2 750 000

See the section "Remuneration policy for members of executive management" for further information.

Remuneration to the Board of Directors and the Nomination Committee

The allocation of remuneration to the members of the Board and Nomination Committee is paid as follows in 2019 and 2020:

(amounts in USD) 2020 2019
Kristin Hellebust - Board member from April 2018 11 122 11 389
Henrik A. Christensen - Chairman of the Board from April 2018 16 682 17 084
Total remuneration 27 804 28 473

Employee share option program

The number of employees share options and average exercise prices for HUNT and development during the year:

2020 2019
Weighted Weighted
Share average Share average
Summary of oustanding options: options exercise price options exercise price
Balance at 1 january 2 000 000 - 0 -
Granted during the year 1 750 000 0,38 2 000 000 0,38
Cancelled during the year 0 - 0 -
Forfeited during the year 0 - 0 -
Balance at 31 December 3 750 000 - 2 000 000 -
Vested options 0 - 0 -
Weighted Average Fair Value of options granted during the period 3 750 000 - 2 000 000 -

Note 20 - Payroll and related expenses cont.

Fair value of the options granted was measured using the Black-Scholes model. Measurement inputs included share price on measurement date, exercise price of the instrument, expected volatility, weighted average expected life of the instruments, expected dividends, and the risk-free interest rate. At the end of 2020, the Company revised its estimates of the number of options that were expected to vest.

Mr. Frydendal was through his controlled company Sagittarius Capital Ltd, granted 1,000,000 LTI Options, with a strike price per share equal to the closing price on 28 March 2019 (NOK 3.23). They have a 12 month vesting period on terms set out in the Company's LTI rules, as adopted by the Company's annual general meeting (AGM) as per 25 April 2019, with effect from the commencement date of employment. The expiration date is 25 April 2024, and has a volatility in the calculation of approximately 45 %.

Furthermore, Mr. Frydendal was through his controlled company Sagittarius Capital Ltd, granted 1,000,000 LTI Options, with a strike price per share equal to the closing price on 30 April 2020 (NOK 3.95). They have a 12 month vesting period on terms set out in the Company's LTI rules, as adopted by the Company's annual general meeting (AGM) as per on 30 April 2020, with effect from 30 April 2020. The expiration date is 30 April 2026, and has a volatility in the calculation of approximately 44 %.

Mr. Brynildsrud was granted 500,000 LTI Options, with a strike price per share equal to the subscription price in the Private Placement completed on 23 May 2019, i.e. NOK 3.65 per share, and with a 12 month vesting period on terms set out in the Company's LTI rules, as adopted by the Company's AGM as per 25. April 2019, with effect from the commencement date of employment. The expiration date is 12 August 2024, and has a volatility in the calculation of approximately 42 %.

Furthermore, Mr. Brynildsrud was granted 250,000 LTI Options, with a strike price per share equal to the closing price on 30 April 2020 (NOK 3.95), and with a 12 month vesting period on terms set out in the Company's LTI rules, as adopted by the Company's AGM as per 30 April 2020, with effect from 30 April 2020. The expiration date is 30 April 2026, and has a volatility in the calculation of approximately 44 %.

Implemented remuneration policy for members of executive management for 2020:

The fixed salary for each member of the management shall be competitive and based on the individual's experience, responsibilities as well as the results achieved during the previous year. Salaries as well as other benefits shall be reviewed annually and adjusted as appropriate.

In addition to their base salary, the Company's management may be granted additional remuneration in the form of a bonus. The assessment criteria of such bonus will be based on both the Company's performance and the individual's performance. The targets to be reached by the CEO are to be determined by the Company's Board of Directors. The CEO will set relevant targets for the other members of the management, based on principles defined by HUNT's Board of Directors. No provision for bonus has been recognized for 2019 or 2020.

The Company's management will receive payment in kind such as cell phone expenses and payment of IT and telecommunication expenses.

The CEO and CFO have a 6-month notice period with salaries, where they retain options then granted.

Note 20 - Payroll and related expenses cont.

Remuneration policy for members of executive management - Guidelines for 2021:

The main principle of the Company's remuneration policy for HUNT's management is to offer competitive terms in an overall perspective taking into account salary, payments in kind, bonuses, pension plans and other benefits, to retain key staff.

In addition to their base salary, the Company's management may be granted additional remuneration in the form of a bonus. The assessment criteria of such bonus will be based on both the Company's performance and the individual's performance. The targets to be reached by the CEO are to be determined by the Company's Board of Directors. The CEO will set relevant targets for the other members of the management, based on principles defined by HUNT's Board of Directors.

The Company's management will receive payment in kind such as cell phone expenses and payment of IT and telecommunication expenses.

Auditor's fee

The following table shows remuneration related to professional services rendered by the Company's principal auditor, Ernst & Young AS, for fiscal year 2020 and 2019. The amounts shown are exclusive of value added tax.

(Amounts in USD 1 000) 2020 2019
Audit fee 87 46
Assurance services 0 6
Other assistance 0 21
Total 87 73

Note 21 - Share capital and shareholder information

Share capital as of 31 December 2020 was USD 82.6 million, being 575,362,013 ordinary shares at a nominal value of USD 0.144 each (NOK 1.25). All shares carry equal voting rights. New shares have been issued in 2019, ref. statement of changes in equity.

Number of ordinary shares 2020 2019
Ordinary shares at 1 January 575 362 013 384 908 013
Capital increases 0 190 454 000
Ordinary shares at 31 December 575 362 013 575 362 013

On 22 May 2019, HUNT has issued 190,454,000 new ordinary shares for gross proceeds of NOK 695 million (USD 79.2m) with a subscription price of NOK 3.65, and registered it in The Register of Business Enterprises.

Note 21 - Share capital and shareholder information cont.

The 20 largest shareholders held 58.7 % of the outstanding shares. As at 31 December 2020, the 20 largest shareholders were as follows:

Shareholders Number of shares % shares
1 Apollo Asset Limited 168 500 000 29,3 %
2 Sundt AS 41 089 964 7,1 %
3 Songa Capital AS 40 441 054 7,0 %
4 Swap Invest AS 15 613 718 2,7 %
5 Nordnet Livsforsikring AS 8 572 775 1,5 %
6 DB London (Inv. Serv.) Nominees Ltd 8 059 506 1,4 %
7 Hunter Group ASA 7 691 404 1,3 %
8 DnB Luxembourg S.A. 5 834 861 1,0 %
9 Halvorsens Fabrikk AS 5 500 000 1,0 %
10 Stavanger Forvaltning AS 5 225 337 0,9 %
11 Argentum Fondsinvesteringer AS 4 920 697 0,9 %
12 Verdipapirfondet Nordea Kapital 4 822 641 0,8 %
13 Cam AS 3 845 901 0,7 %
14 Verdipapirfondet Nordea Avkastning 3 240 295 0,6 %
15 Surfside Holding AS 2 568 554 0,4 %
16 Nomura International PLC 2 500 000 0,4 %
17 Nordnet Bank AB 2 497 610 0,4 %
18 Feen Marine AS 2 300 000 0,4 %
19 Verdipapirfondet Nordea Norge Plus 2 247 272 0,4 %
20 Verdipapirfondet Storebrand Vekst 2 190 549 0,4 %
Total shares for top 20 shareholders 337 662 138 58,69 %
Total shares for other shareholders 237 699 875 41,31 %
Total shares 575 362 013 100,0 %

The following members of the Board of Directors and member of executive management held shares as of 31 December 2020:

2020 2019
August AS (Henrik Christensen - Chairman) 400 000 400 000
Apollo Asset Ltd (Arne Fredly - Board member) 168 500 000 167 500 000
Lars Brynildsrud (CFO) 15 400 15 400
Sagittarius Capital Ltd (Erik Frydendal - CEO) 1 650 000 1 650 000
Ordinary shares 170 565 400 169 565 400
% of total shares 29,6 % 29,5 %

Note 22 - Events after the reporting date

Extraordinary General Meeting was held on 1 February 2021. All resolutions were passed, including a dividend distribution by NOK 1 per share by reduction of the Company's share premium. The dividend was paid to shareholders on 8 February 2021.

Bought back 517,000 own shares in the market at an average price of NOK 2.5106 per share on 5 February 2021.

Hunter Frigg was fixed on a 12-14 month TC as USD 28,500 per day, on back to back basis following the end of the previous TC.

Signed Memorandum of Agreement for the sale of Hunter Atla for USD 84.5 million. Delivery to new owners expected during April 2021.

Statement of profit and loss – Hunter Group ASA

(Figures in USD 1 000) Note 2020 2019
Revenues
Revenues 10 1 494 356
Total Revenues 1 494 356
Operating expenses
Depreciation and amortisation expense 2, 3 54 46
General and administrative expenses 11, 14 1 325 1 260
Total operating expenses 1 379 1 306
Operating profit (loss) 114 -950
Net financial income (loss) 12 2 874 4 057
Profit (loss) before taxes 2 989 3 107
Tax on ordinary result 13 0 0
Net profit (loss) 2 989 3 107
(Figures in USD 1 000) 2020 2019
Total comprehensive income
Profit (loss) for the period 2 989 3 107
Translation differences 0 0
Comprehensive income for the period 2 989 3 107
Total comprehensive income attributable to:
Equity holders of the parent 2 989 3 107
Non-controlling interest 0 0
Total comprehensive income 2 989 3 107

Statement of financial positions – Hunter Group ASA

(Figures in USD 1 000) Note 31.12.2020 31.12.2019
NON-CURRENT ASSETS
Property, plant & equipment 2, 3 54 108
Total tangible assets 5 4 108
Investment in subsidiaries 2, 17 38 869 38 869
Long-term receivable subsidiaries 18 154 733 157 454
Total finacial long-term assets 193 601 196 323
TOTAL NON-CURRENT ASSETS 193 655 196 431
CURRENT ASSETS
Other short-term receivables 4 63 85
Total current receivables 6 3 8 5
Cash and cash equivalents 5 5 663 2 554
TOTAL CURRENT ASSETS 5 726 2 640
TOTAL ASSETS 199 381 199 071
(Figures in USD 1 000) Note 31.12.2020 31.12.2019
EQUITY
Share capital 15 82 625 82 625
Own shares -1 121 0
Share premium 50 100 118 519
Other equity 1 039 -2 289
TOTAL EQUITY 132 644 198 856
LIABILITIES
Long-term liabilities (IFRS 16) 3 0 50
Total non-current liabilities 0 5 0
Trade creditors 34 32
Accrued public charges and indirect taxes 68 32
Short-term liabilities (IFRS 16) 3, 6 50 51
Other current liabilities 7, 19 66 585 50
Total current liabilities 66 737 165
TOTAL LIABILITIES 66 737 215
TOTAL EQUITY AND LIABILITIES 199 381 199 071

Oslo, 24 March 2021

Henrik A. Christensen Chairman of the board

Statement of cash flows – Hunter Group ASA

(Figures in USD 1 000) Note 2020 2019
Profit (loss) attributable to equity holders
of the parent 2 989 3 107
Depreciation 54 46
Financial income -2 689 -3 023
Financial expenses 10 46
Change in accounts receivables and accounts payables 2 -73
Change in other receivables and payables and other 404 155
Net cash flow from operating activities 771 258
Sale of other financial investments 0 24 758
Change in long-term interest bearing receivable subsidiaries 2 722 -138 986
Net cash flow from investment activities 2 722 -114 228
Interest received 12 2 689 3 023
Interest paid 12 -10 -46
Installment leasing-debt (IFRS 16) 3 -52
Purchase of own shares Equity -3 010 0
Capital contribution Equity 0 79 398
Transaction cost capital contribution Equity 0 -647
Net cash flow from financing activities -383 81 729
Total net changes in cash flow 3 109 -32 241
Currency effect on cash 0 0
Cash and cash equivalents beginning of period 2 554 34 796
Cash and cash equivalents end of period 5 5 663 2 554

Statement of changes in equity – Hunter Group ASA

Share Own Share Currency Retained Total
(Figures in USD 1 000) Note Capital shares premium transl. adj. earnings equity
Equity as of 01.01.2019 55 376 0 63 910 -2 289 0 116 997
Net profit (loss) 3 107 0 0 3 107
Total comprehensive income 2019 3 107 0 0 3 107
Private placement 22 May 2019 27 249 51 919 0 0 79 168
Transactions costs -647 0 0 -647
Option plan payment 230 0 0 230
Equity as of 31.12.2019 82 625 0 118 519 -2 289 0 198 855
Net profit (loss) 0 0 2 989 2 989
Total comprehensive income 2020 0 0 2 989 2 989
Dividend payable (approved 1 February 2021) 19 -66 530 0 0 -66 530
Purchase of own shares -1 121 -1 889 0 0 -3 010
Option plan payment 0 0 339 339
Equity as of 31.12.2020 82 625 -1 121 50 100 -2 289 3 328 132 644

Note 1 - Accounting principles

Hunter Group ASA (HUNT) is the parent company of the Hunter Group, consisting of Hunter Group ASA and its subsidiaries Indicator AS and Hunter Tankers AS. Hunter Group ASA's main activities are shareholding in group companies and corporate functions.

The financial statements of Hunter Group ASA are prepared in accordance with simplified IFRS pursuant to the Norwegian Accounting Act § 3-9 and regulations regarding simplified application of IFRS issued by the Norwegian Ministry of Finance on 3 November 2014.

These parent company financial statements should be read in connection with the Consolidated financial statements of Hunter Group, published together with these financial statements. With the exceptions described below, Hunter Group ASA applies the accounting policies of the group, as described in Hunter Group's disclosure note 2 Significant Accounting Policies, and reference is made to the Hunter Group note for further details.

Subsidiaries

Shareholdings in subsidiaries are accounted for using the cost method. It is annually evaluated if there exist indicators for impairment.

Dividends and group contributions

Dividends will be reflected as Dividends payable within current liabilities. Group contributions to other entities within Hunter Group are reflected in the balance sheet as current liabilities within Liabilities to group companies. Under simplified IFRS the presentation of dividends payable and payable group contributions would differ from the presentation under full IFRS, as it would also include dividend and group contributions payable which at the date of the balance sheet would be subject to a future general assembly approval before distribution.

Note 2 - Property, plant and equipment

The Company has recognized the following assets in the statement of financial position (including internal built-up assets such as development costs).

Property, Property,
plant & equip. plant & equip.
(Figures in USD 1 000) 2020 2019
Cost price at 1 January 10 10
Additions 0 0
Cost price at 31 December 10 10
Accumulated depreciations at 31 December -6 -3
Booked value at 31 December 3 6
Depreciation 3 3
Impairment charges 0 0
Estimated useful life 3-5 years 3-5 years
Depreciation method straight-line straight-line

Note 3 - IFRS 16

IFRS 16 requires that all leases, except for short-term and low-value leases are reflected in the balance sheet as a lease liability and a Right of Use (RoU) asset. The weighted average discount rate used to calculate the IFRS 16 opening balance lease liability was 5 %.

(Figures in USD 1 000) 2020 2019
Right of use assets 01.01 102 92
Additions 0 53
Depreciation -51 -43
Right of use assets 31.12 51 102
Other interest-bearing debt 01.01 102 92
Additions 0 53
Installments -52 -43
Other interest-bearing debt 31.12 50 102

Interest expense 5 6

Less than Between More than
Remaining rental-payments as per 31.12.20 1 year 2 - 5 years 5 years Total
Office rent 53 0 0 53

Note 4 - Other receivables

63 85
63 13
0 72
2020 2019

Note 5 - Cash and cash equivalents

Restricted bank deposits for employee withholding taxes 39 32
Total cash at bank 5 663 2 554
Cash at bank 5 663 2 554
(Figures in USD 1 000) 2020 2019

Note 6 - Short-term liabilities

(Figures in USD 1 000) 2020 2019
Short-term liabilities (IFRS 16) 50 51
Short-term liabilities (IFRS 16) 50 51

Note 7 - Other current liabilities

(Figures in USD 1 000) 2020 2019
Unpaid vacation pay 56 40
Dividend payable 66 530 0
Other accrued costs 0 9
Total other short-term liabilities 66 585 50

Note 8 - Financial instruments risk management objectives and policies

HUNT is subject to market risks (foreign currency exchange risk and interest rate risk), credit risk and liquidity risk.

The Company's management oversees the management of these risks and assures that HUNT's financial risk-taking activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies. It is the Company's policy that no trading in derivatives for speculative purposes shall be undertaken. The Board of Directors reviews and agrees on policies for managing each of these risks, which are summarized below.

Foreign currency risk

The Company's cash reserves of USD 5 663 thousand are deposited in the Norwegian bank DNB. The main transactions for the Company has been in USD. As commercial operations are in a large scale, a foreign currency exchange risk policy has been introduced.

Interest rate risk

The Company's financial income and financial costs in the statement of profit or loss are influenced by changes in interest rates as the interest on debit facility with DNB is on a floating basis. The Company had USD -10 thousand in interest expense and USD 2 689 thousand in interest income in 2020 whereof USD 17 thousand related to cash and cash equivalents and USD 2 672 thousand related to long-term interest-bearing receivable from subsidiaries.

Credit risk

HUNT only trades with recognized, creditworthy third parties. It is The Company's policy that all customers that wish to trade on credit terms are subject to credit verification procedures. All cash in the Company is deposited in the Norwegian bank DNB. Credit risk is managed through a framework that sets out policies and procedures covering the measurement and management of credit risk.

Liquidity risk

HUNT monitors its liquidity on a regular basis, and produces rolling liquidity forecasts on a monthly basis in order to identify liquidity requirements in future periods. The target for HUNT's management of liquidity risk is to maintain a liquidity corresponding to its net liquidity requirements for 12 months. The cash position of HUNT at year end 2020 was USD 5 663 thousand, compared to USD 2 554 thousand in 2019.

Following the successful launch of the private placement in 2019, the Company's financial and liquidity position was further significantly improved. The net proceeds from the Private placements has been used to fund the development of the 7 VLCC ships via its subsidiary Hunter Tankers AS.

Note 8 - Financial instruments risk management objectives and policies cont.

The management will continue to focus on efficient operations, good planning and close monitoring of the liquidity situation and maintaining a clear business development strategy.

The table below shows a maturity analysis for HUNT's total short-term liabilities:

within within within
2020 (figures in USD 1 000) 3 months 3-6 months 9-12 months
Accounts payable 34 0 0
Public duties payables 68 0 0
Other short-term liabilities (including dividend payable) 66 585 0 0
within within within
2019 (figures in USD 1 000) 3 months 3-6 months 9-12 months
Accounts payable 32 0 0
Public duties payables 32 0 0
Other short-term liabilities 50 0 0

Capital management

HUNT's main objective for the management of its capital structure is to maximize value creation for shareholders, while at the same time maintaining a sound financial position and a good credit rating.

HUNT manages its capital structure and makes adjustments to it in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may issue new shares. No changes were made in the objectives policies or processes during the financial year.

Furthermore Hunter Group ASA has guaranteed for the continued operation of the wholly-owned subsidiary Indicator AS, which is an empty company with negligible debt to Hunter Group ASA. There is no external debt in Indicator AS as of 31 December 2020. Furthermore, Hunter Group ASA guaranteed the sale & leaseback liabilities in Hunter Tankers AS up until the refinancing of these in 2020.

(Figures in USD 1 000) 2020 2019
Trade and other payables (including dividend payable) 66 687 114
Bank deposits -5 663 -2 554
Net debt 61 024 -2 441
Equity 132 644 198 856
Capital and net debt 193 668 196 466
Gearing ratio 31,5 % -1,2 %
Equity ratio 66,5 % 99,9 %

Note 8 - Financial instruments risk management objectives and policies cont.

2020 2019
Carrying Fair Carrying Fair
Financial assets (figures in USD 1 000) amount value amount value
Cash and cash equivalents 5 663 5 663 2 554 2 554
Current receivables 63 63 85 85
2020 2019
Carrying Fair Carrying Fair
Financial liabilities (figures in USD 1 000) amount value amount value
Long-term debt financial institutions 0 0 0 0
Short-term debt financial institutions 50 50 51 51
Trade and other payables 66 687 66 687 114 114

Note 9 - Transactions with related parties

Please see note 18 below, and note 14 in the consolidated financial statements for further information. Interest income related to the interest-bearing loan to the subsidiary Hunter Tankers AS was USD 2 672 thousand in 2020 and USD 2,635 thousand in 2019. Furthermore Hunter Group ASA invoiced Hunter Tankers USD 470 thousand in 2020 for the follow-up of the VLCC shipbuilding contracts in 2020 (USD 356 thousand in 2019), and USD 1 024 thousand for management services (0 in 2019).

Note 10 - Revenue

Type of goods or service (figures in USD 1 000) 2020 2019
Follow-up VLCC contracts 470 356
Other income 1 024 0
Total revenues 1 494 356
Geographical market (figures in USD 1 000) 2020 2019
Sales in Norway 1 024 0
Sales abroad 470 356
Total revenues 1 494 356
Timing of revenue recognition 2020 2019
Goods transferred at a point in time 0 0
Services transferred over time 1 494 356
Total revenues 1 494 356

Note 11 – Other operating expenses

(Figures in USD 1 000) 2020 2019
Payroll expenses 962 719
IT and office-related expenses 8 9
Audit, audit-related services and accounting fees 158 154
Various legal fees 99 186
Insurance, car, travel and other expenses 98 191
Total 1 325 1 260

Note 12 - Finance income and finance expenses

This section provides additional information about individual line items of finance income and finance expense in the statement of profit and loss by type.

Finance income (figures in USD 1 000) 2020 2019
Interest income related to cash and cash equivalents 2 689 3 023
Currency gain 210 1 099
Total finance income 2 898 4 122
Finance expenses (figures in USD 1 000) 2020 2019
Interest expense related to debt to financial institutions -10 -46
Other financial expenses -3 -8
Currency losses -11 -11
Total finance expenses -24 -65
Total finance income (loss) 2 874 4 057

Note 13 - Income tax

Income tax expense (figures in USD 1 000) 2020 2019
Payable tax 0 0
Change in utilized tax asset 0 0
Total tax expense 0 0

Note 13 - Income tax cont.

Calculation of basis for tax 2020 2019
Earnings before tax 2 989 3 107
Permanent differences 4 12
Currency adjustments due to NOK as tax basis -144 -823
Changes in temporary differences -4 -6
Use of tax loss brought forward -2 845 -2 290
Total basis for tax 0 0
Summary of temporary differences: 2020 2019
Fixed assets -25 -29
Accruals 0 0
Loss carried forward -34 834 -36 900
Total -34 859 -36 929
Calculated deferred tax asset (22 %) -7 669 -8 124
Statement of financial position
Deferred tax asset (figures in USD 1 000) 2020 2019
Loss carried forward -7 663 -8 118
Accruals 0 0
Fixed assets -5 -6
Total deferred tax asset -7 669 -8 124
Not recognized deferred tax asset 7 669 8 124
Total deferred tax asset recognised in the statement of financial position 0 0

The company has not recognized a deferred tax asset in the statement of financial position for 2020 and 2019 as the Company has limited taxable income stemming from intercompany interest from loans that will be reduced in connection with sale of VLCC vessel in Hunter Tankers AS..

Loss carried forward as of 31 December 2020 2019
Unlimited carrying forward 34 834 36 900

Note 13 - Income tax cont.

Effective tax rate 2020 2019
Profit / (loss) before tax 2 989 3 107
22% tax of earnings before tax 658 684
Permanent differences and other 1 -102
Changes in deferred tax asset not recognised in the statement of financial position -627 -401
Currency effect due to NOK as tax basis -32 -181
Calculated tax cost 0 0
Effective tax rate
Note
14
-
Payroll
and
related
expenses
0 % 0 %
Payroll and related expenses (figures in USD 1 000) 2020 2019
Salaries and vacation pay 484 406
Social security tax 73 60
Pension expense ("OTP") 30 19
Employee share option program expense (incl. national insurance contributions) 339 230
Other benefits 36 4
Total payroll an related expenses 962 719
2020 2019

Number of employees (average work years) 3 3

Pension scheme

The Company has a defined contribution pension scheme that complies with the Norwegian occupational pension legislation (called "OTP"). The pension contributions range from 4 % 0 - 7.1 G to 7 % 7.1 -12 G of the employee's salary - maximized to a percentage of 12 G (NOK 1,216,212). The National Insurance scheme basic amount for 2020 is NOK 101,351. The retirement age for all employees, including the management, is 67 years.

(Figures in USD 1 000) 2020 2019
Contributions expensed during the year 30 19

Please refer to note 20 in the consolidated financial statements for further information about remuneration and option program for the management and board of directors.

Auditor's fee

The following table shows remuneration related to professional services rendered by the Company's principal auditor, EY, for fiscal year 2020 and 2019. The amounts shown are exclusive of value added tax.

(Figures in USD 1 000) 2020 2019
Audit fee 84 40
Assurance services 0 6
Other assistance 0 21
Total 84 68

Note 15 - Share capital and shareholder information

Please see note 21 in the consolidated financial statements.

Note 16 - Provisions, commitments and contingent liabilities/assets

There do not exist any material provisions or contingent liabilities/assets for Hunter Group ASA.

Note 17 - Investment in subsidiaries

(Figures in USD 1000) Voting Book value Equity at Net
Company Location Share rights Cost 31.12.2020 31.12.2020 income 2020
Indicator AS Stavanger 100 % 100 % 88 0 -35 18
Hunter Tankers AS Oslo 100 % 100 % 38 869 38 869 111 496 60 098

Note 18 - Intercompany receivables/payables

Receivables (figures in USD 1 000) 2020 2019
Long-term receivable subsidiaries 154 733 157 454
Short-term receivable subsidiaries 0 0
Payables (figures in USD 1 000) 2020 2019
Other current liabilities subsidiaries 0 0

Note 19 - Events after the reporting date

Extraordinary General Meeting held on 1 February 2021. All resolutions were passed, including a dividend distribution by NOK 1 per share by reduction of the Company's share premium. The dividend was paid to shareholders on 8 February 2021. In the separate financial statements of Hunter Group ASA, dividend paid in 2021 is provided for under other current liabilities as per year-end 2020.

Bought back 517,000 own shares in the market at an average price of NOK 2.5106 per share on 5 February 2021.

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Hunter Group ASA Org. no. 985 955 107

Address: Dronningen 1, 0287 OSLO E-mail: Erik A. S. Frydendal, CEO, [email protected] Lars Brynildsrud, CFO, [email protected]

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