Annual Report • Apr 18, 2024
Annual Report
Open in ViewerOpens in native device viewer
5.
| F | inancial report | |
|---|---|---|
| 5.1 Annual report of the board of directors to the shareholders |
120 | |
| 5.2 Consolidated financial statements |
126 | |
| 5.3 Statutory financial statements | 198 |
| 5.1 | Annual report of the board of directors | 120 |
|---|---|---|
| 5.2 | Consolidated financial statements | 126 |
| Note 1 - Accounting policies | 132 | |
| Note 2 - Segment reporting | 145 | |
| Note 3 - Reconciliation segment reporting | 150 | |
| Note 4 - Revenue | 154 | |
| Note 5 - Gain on disposal | 155 | |
| Note 6 - Vessel expenses | 155 | |
| Note 7 - Purchase of goods | 155 | |
| Note 8 - General and administrative expenses | 155 | |
| Note 9 - Personnel expenses | 156 | |
| Note 10 - Other operating expenses | 156 | |
| Note 11 - Finance result | 157 | |
| Note 12 - Income taxes | 158 | |
| Note 13 - Vessels and barges | 159 | |
| Note 14 - Other property, plant and equipment | 161 | |
| Note 15 - Right-of-use assets | 162 | |
| Note 16 - Investments in equity accounted investees | 163 | |
| Note 17 - Financial information equity accounted investees | 164 | |
| Note 18 - Borrowings to equity accounted investees | 167 | |
| Note 19 - Tax assets and liabilities | 168 | |
| Note 20 - Other investments | 168 | |
| Note 21 - Inventories | 169 | |
| Note 22 - Trade and other receivables | 169 | |
| Note 23 - Restricted cash and cash and cash equivalents | 169 | |
| Note 24 - Share capital and reserves | 170 | |
| Note 25 - Earnings per share | 171 | |
| Note 26 - Borrowings | 172 | |
| Note 27 - Share based payments | 175 | |
| Note 28 - Employee Benefits | 176 | |
| Note 29 - Trade and other payables | 178 | |
| Note 30 - Financial risk and financial instruments | 179 | |
| Note 31 - Leases | 184 | |
| Note 32 - Capital commitments | 185 | |
| Note 33 - Contingencies | 185 | |
| Note 34 - Related parties | 186 | |
| Note 35 - Group entities | 189 | |
| Note 36 - Fees statutory auditor | 190 | |
| Note 37 - Subsequent events | 190 | |
| Significant judgements and estimates | 191 | |
| Statement on the true and fair view of the consolidated financial | ||
| statements and the fair overview of the management report Statutory auditor's report to the shareholders' meeting |
191 | |
| for the year ended 31 December 2023 - Consolidated financial statements | 192 | |
| 5.3 | Statutory financial statements Exmar NV | 198 |

The Board of Directors hereby submits the combined annual report on the individual and consolidated annual accounts of EXMAR NV (the "Company") dated December 31, 2023 in accordance with articles 3:6 and 3:32 of the Belgian Code of Companies and Associations ("BCCA").
The Company must publish its annual accounts in accordance with the stipulations of the Royal Decree dated November 14, 2007 concerning the obligations of issuers of financial instruments who are entitled to trade on the Belgian regulated market.
Any elements that are applicable to the Company in accordance with the BCCA and the above-mentioned Royal Decree shall be covered in this report and in the Corporate Governance Statement. This annual report should consequently be read in conjunction with EXMAR's 2023 report.
The consolidated annual accounts were prepared in accordance with International Financial Reporting Standards (IFRS).
Below comments are based on the consolidated annual accounts prepared in accordance with IFRS, whereby the joint ventures are accounted for under the equity method.
In 2023, the EXMAR Group achieved a consolidated profit of USD 72.0 million (USD 320.3 million in 2022).
Revenue increased in 2023 by USD 331.7 million up to USD 487.3 million due to (i) the full year employment of the FSRU EEMSHAVEN LNG, chartered out since August 2022, (ii) higher licence and engineering revenue from projects, in particular from conversion works for TANGO FLNG and EXCALIBUR for the Marine XII project in Congo, (iii) the full year inclusion of the EXCALIBUR revenue, active since quarter four, 2022, and (iv) the rope business revenue, managed by Bexco NV, that entered into scope in November 2022.
Gain on disposal amounted to USD 0.9 million in 2023, compared to USD 319.6 million in 2022, primarily the result of the sale of 100% of the shares of Export LNG Ltd., the owning company of the TANGO FLNG, in August 2022 (USD 315.7 million).
Because of the full year employment of the EEMSHAVEN LNG, engineering, procurement and conversion contract work in relation to the Marine XII project in Congo, the inclusion of Bexco NV since November 2022, and increased provisions for claims, operating expenses increased.
Net financial expenses decreased from USD 23.4 million in 2022 to USD 5.1 million in 2023 and can be explained as follows:
year included an effective interest rate correction on the pressurized fleet following the early buy-out, interest cost on the NOK bond in the first 6 months of 2022 and on the Bank of China loan facility for the TANGO FLNG (repaid in August 2022);
The share of equity accounted investees remained stable at USD 32.0 million in 2022, compared to USD 32.1 million in 2023.
Vessels and barges amounted to USD 415.8 million at year-end 2023, a decrease of 22.2 million, which is mainly the depreciation charge of the year (USD 30.6 million), partially offset by capitalized dry-dock expenses (USD 4.2 million) and USD 4.5 million increase from the lifting of the early buy out options for three pressurized vessels.
Investments in equity accounted investees increased by USD 28.3 million up to USD 135.4 million end 2023, primarily as a result of our share in the net result of these joint ventures and associated companies (USD 32.1 million), offset by dividends (USD 1.8 million) and interest rate swap impact on the Group's other comprehensive income (USD 2.2m).
The borrowings to equity accounted investees (both non-current and current) amounted to USD 11.6 million end 2023 and comprise the shareholder loan to our associated company Electra Offshore Ltd which was valued to its expected recoverable amount.
In 2023 the other investments increased mainly as a result of the acquisition of shares in Vantage Drilling International Company, valued USD 36.2 million at year-end 2023.
As a result of deeprope projects with delivery in 2024, the Group had inventories of USD 15.1 million compared to 9.2 million at year-end 2022.
Current trade and other receivables increased by USD 29.6 million due to engineering, procurement and construction agreements for TANGO FLNG and EXCALIBUR in Infrastructure.
The cash position on December 31, 2023 amounted to USD 176.9 million, a decrease by USD 342.6 million. The strong growth of the cash flow from operating activities, is offset by the investing in shares in drilling activity and the dividend distributions in 2023.
Equity amounted to USD 482.1 million end 2023, or a decrease by USD 316.6 million primarily because of USD 72.0 million profit of the year, offset by the payment of USD 391.1 million dividends.
End 2023, borrowings (non-current and current) amounted to USD 265.3 million (2022: USD 218.3 million). The increase of USD 47.0 million is in essence explained by the new EEMSHAVEN LNG facility (USD 96.0 million), partially offset by the repayment of pressurized facilities following the exercise of early buy out options in 2023 (USD 42.6 million).
The contingent consideration liability of USD 78.0 million was at year-end 2022 reported in non-current other payables and relates to a price adjustment clause in the sales agreement with ENI. At year end 2023 it is included in current trade and other payables.
The statutory accounts were prepared in accordance with Belgian GAAP and accounting principles were consistently applied. These accounts will be presented for approval to the General Meeting of Shareholders on May 21, 2024.
The below comments cover the main items of the statutory annual accounts:
The operational loss amounted to USD -22.3 million in 2023 (2022: USD -10.8 million).
Financial result decreased from USD 247.1 million in 2022 (gain) to a gain of USD 24.7 million in 2023 primarily due to dividends that were received in 2022 (USD 241.4 million) from group companies and the absence of impairment losses on intercompany loans.
The statutory result for the financial year amounts to a profit of USD 2.6 million compared to a profit of USD 236.0 million in 2022.
At the end of 2023, the total assets amounted to USD 457.8 million, including USD 320.3 million financial fixed asset and USD 82.6 million investments (mainly term deposits) and cash.
Equity amounted to USD 356.2 million at the end of 2023 (2022: USD 680.7 million) and increased by the profit of the year of USD 2.6 million and decreased by the intermediary dividend distribution in November 2023. On October 30, 2023, the General Meeting of Shareholders approved an intermediate dividend of (gross) EUR 4.4 per share and a distribution from the available share premium of (gross) EUR 1.0 per share. The distributions had an impact of USD 327.1 million on the equity in financial year 2023.
The provisions increased by USD 13.3 million and relate to various claims.
Liabilities amounted to USD 88.3 million end 2023 compared to USD 175.6 million in 2022.
At the General Meeting of Shareholders on May 21, 2024, the Board of Directors will propose the payment of a dividend of (gross) EUR 0.40 per share from the profit carried forward and the distribution of (gross) EUR 0.38 per share from the available share premium, and to allocate the result of the year as follows:
| Profit carried forward: | USD 292,014,071.30 |
|---|---|
| Profit of the financial year: | USD 2,634,324.06 |
| Transfer from reserves: | USD 63,882,687.11 |
| Share premium | USD -61,105,958.73 |
| Intermediary dividend | USD -266,026,963.27 |
| RESULT TO APPROPRIATE: | USD 31,398,160.47 |
| Dividend payable: | USD -25,433,806.41 |
| Transfer from reserves: | USD 24,162,116.09 |
| Share premium payable: | USD -24,162,116.09 |
As described in the Corporate Governance Statement.
As described in chapter 3.1 ESG of the EXMAR 2023 report.
As described in chapter 3.1 ESG of the EXMAR 2023 report.
On December 31, 2023 EXMAR's global staff comprised 1,923 employees, including 1,514 crew at sea (2022: 1,926, including 1,508 crew at sea).
Many of the crew at sea are employed on assets owned or operated by our equity accounted investees; the corresponding expenses are not included in EXMAR's consolidated personnel or crew expenses.
There were no such transactions in 2023. We refer to the Corporate Governance Statement.
On December 31, 2023 EXMAR owned 1,956,013 own shares, representing 3.29% of the total number of shares issued, compared to 2,272,263 at year-end 2022. In 2023 317,250 share options were exercised leading to a transfer of the corresponding number of (treasury) shares
The accounting principles applied during the closure of the statutory annual accounts do not differ from the accounting principles applied during the previous financial year. A summary of the accounting principles of valuation is attached to the statutory annual accounts. For the consolidated financial statements please refer to the section on valuation principles for the consolidated annual accounts.
Described in the Corporate Governance Statement.
EXMAR NV has no branch offices.
So far, the Board of Directors has decided on ten occasions to offer a number of employees of the EXMAR Group options on existing shares (10 plans).
As of December 31, 2023 no plan is still open (we also refer to Note 27 Share based payments of the consolidated annual report).
During the past financial year, the Statutory Auditor or companies or persons related to the Statutory Auditor, have been involved in audit related matters and has provided limited tax services for the Group. The nonaudit fees did not exceed the Group audit fees.
The long-term vision, that is typical of EXMAR's activities, is accompanied by long-term financing and therefore EXMAR's activities are also exposed to floating interest rates. EXMAR actively manages this exposure and if deemed appropriate could cover itself for rising interest rates for a part of its debt portfolio by means of various instruments. The Group's currency risk is historically mainly affected by the EUR/USD ratio for manning its fleet, paying salaries and all other personnel related expenses.
Per Article 7:96 of the Belgian Code of Companies and Associations (BCCA) directors who have a conflict of interest with respect to a decision to be taken by the Board have to inform the other directors of this before the decision is taken and may not participate in the discussion and decision making. Such declaration and the nature of the conflict of interest have to be set out in the minutes, which also have to describe the nature of the Board's decision, its financial consequences for the Company and its justification. This part of the minutes is to be included in the annual financial report.
Excerpt from the minutes of the meeting of 31 March 2023. The independent directors of the Company decided, subject to their review of the prospectus, to support and recommend the bid. Messrs. Nicolas Saverys and Carl-Antoine Saverys, as well as Mrs. Stephanie Saverys declare, as representative or shareholder of Saverex, that they possibly have an interest (other than a financial interest in the sense of article 7:96 BCCA) in the decision-making by the Board. In conformity with article III.7 of the Corporate Governance Charter they do not participate in the decision-making. The Board, after due consideration, approves the resolution of the independent directors. The detailed opinion of the Board will be set forth in the response memorandum, which will be attached to the prospectus.
Excerpt from the minutes of the meeting of 30 November 2023. The Nomination and Remuneration Committee discussed the 2023 bonus proposal for the group and an increase of remuneration of the CEO from 01/01/2024. The proposals are submitted to the Board for approval.
Prior to the discussion the directors Nicolas Saverys, as director and shareholder of Saverex NV, Stephanie Saverys, as director and shareholder of Saverex NV, FMO BV (represented by Francis Mottrie) and Carl-Antoine Saverys, as director and shareholder of Saverex NV and in own name, inform the other directors that they have a pecuniary interest that conflicts with that of the Company, as they are, indirectly or directly, beneficiaries of proposed bonuses and, for Carl-Antoine Saverys only, proposed increase of remuneration. They will not participate in the discussion or take part in the decision-making on the recommendation of the Committee.
The bonus proposal for 2023 for Saverex and the Executive Committee is based on STI-LTI, performance and overall result of the group:
The Board, on recommendation of the Audit and Risk Committee, is of the opinion that the procedure laid out in Article 7:97 BCCA is not to be applied with respect to the bonus to Saverex NV, as the value (including all transactions with respect to Saverex NV during the last 12 months) is less than 1% of the net assets of the Company on consolidated basis.
An increase of the remuneration of Casaver srl (Carl-Antoine Saverys) is proposed to €350.000 per year from 2024 onwards.
The Nomination and Remuneration Committee recommends to the Board to approve both proposals. The Board, having duly considered the financial impact for the Company of the proposals, is of the opinion that the bonus proposal is justified because of extraordinary work in 2023 by the beneficiaries and for retention purposes, and that the proposal to increase the remuneration of Casaver srl is justified because of the taking up of the CEO function, and in accordance with the Company's remuneration policy. The Board decides to approve the recommendation.
We refer to Note 37 Subsequent events of the consolidated annual report.
EXMAR's LPG fuelled 88,000 m³ VLGCs FLANDERS INNOVATION and FLANDERS PIONEER are serving a long-term time-charter agreement with Equinor ASA (Norway). With the large capacity and the dual fuel LPG engine, these vessels represent the best technology available today with respect to reducing greenhouse gas emissions.
The VLGC BW TOKYO performed well in the course of 2023 in the BW VLGC pool and we expect similar performance in 2024.
During 2023, 50% of EXMAR's Midsize fleet was dedicated to transporting ammonia and is expected to continue in 2024.
EXMAR, which has a 50 / 50 joint venture with SEAPEAK for the Midsize fleet, continues to build on its existing loyal customer base with extensions of existing time charter contracts at profitable levels. At the beginning of 2024, 92% of EXMAR's Midsize fleet has already been committed to these clients for 2024.
EXMAR's pressurized fleet of 10 ships remained dedicated to well-established industrial and long- term partners, both in North-West Europe and in Asia. The time charter coverage for 2024 stands at 53%.
EXCALIBUR is under a 10-year charter for the ENI Marine XII infrastructure project in Congo, to serve as floating storage unit alongside the floating liquefaction plant TANGO FLNG.
TANGO FLNG is a floating LNG terminal which liquefies natural gas into LNG, which is then offloaded into LNG carriers laying alongside for export to LNG-importing countries. TANGO FLNG is owned by ENI as part of the activities of the natural gas development project in the Marine XII block. EXMAR carried out refurbishment on the TANGO FLNG as engineering, procurement and conversion contractor on the Marine II project in Congo in 2023. First gas was received year end 2023 and a first LNG cargo was successfully exported in February 2024. EXMAR has been heavily involved in this project as development and implementation partner and will continue its support as operations & maintenance partner after commissioning and performance acceptance.
EEMSHAVEN LNG is a regasification unit and is operating under a five-year charter in the Netherlands since August 2022. The charter for operating the floating storage and regasification unit is proceeding satisfactorily.
The employment of the accommodation and work barge NUNCE has confirmed the reputation of EXMAR of delivering high standard services to its customer offshore Angola, and its contract was extended until May 2024.
The accommodation and work barge WARIBOKO was deployed in Congo in the second half of 2023 till mid-February 2024 and is available for new assignments since then. In March 2024 it was decided to sell the work barge WARIBOKO.
EXMAR acquired a holding of 11.5% in Vantage Drilling International in October 2023. Vantage provides offshore oil and natural gas drilling services. Vantage is listed on the US OTC market.
2023 has been a very busy year especially for the infrastructure business unit of EXMAR Ship Management, following the agreements with ENI for the conversion ahead of deployment for the TANGO FLNG and EXCALIBUR and the terminal operations of EEMSHAVEN LNG, which will continue in 2024.
The outlook for 2024 is positive with strong demand expected for Bexco's tailor-made rope solutions for offshore wind as well as for its deep-water mooring ropes.
Although 2023 was another challenging year, the company remained on track and ended the year with positive results, a trend which is expected to continue in 2024.
EXMAR Yachting's marketing strategy continues to focus on increasing brand awareness for yacht management, flag registry services, crew payroll, and sales brokerage. This strategy has been successful, attracting new clients to EXMAR Yachting. The outlook for 2024 is positive, with increased demand for technical support and a steady growth of charter yachts under their Central Agency.
We hereby request the General Meeting of Shareholders to approve this report for the year ending December 31, 2023 in its entirety and to appropriate the results as provided in this report. We also request the shareholders to grant discharge to the directors and Statutory Auditor for the performance of their mandate during the abovementioned financial year.
The following mandates will expire at the General Meeting of Shareholders:

| (In thousands of USD) | Note | December 31, 2023 | December 31, 2022 |
|---|---|---|---|
| Non-current assets | 619,437 | 573,659 | |
| Vessels and barges | 13 | 415,747 | 437,966 |
| Other property, plant and equipment | 14 | 15,970 | 14,556 |
| Intangible assets | 314 | 225 | |
| Right-of-use assets | 15 | 9,661 | 10,910 |
| Investments in equity accounted investees | 16 | 135,388 | 107,082 |
| Deferred tax assets | 19 | 4,429 | 1,071 |
| Other investments | 20 | 37,928 | 1,849 |
| Current assets | 307,496 | 604,616 | |
| Derivative financial assets | 550 | 573 | |
| Inventories | 21 | 15,134 | 9,217 |
| Trade and other receivables | 22 | 97,384 | 67,089 |
| Short term borrowings to equity accounted investees | 18 | 11,597 | 7,000 |
| Current tax assets | 19 | 5,900 | 1,185 |
| Cash and cash equivalents | 23 | 176,930 | 519,553 |
| Total assets | 926,933 | 1,178,276 | |
| Equity | 482,138 | 798,691 | |
| Equity attributable to owners of the Company | 481,992 | 798,511 | |
| Share capital | 24 | 88,812 | 88,812 |
| Share premium | 24 | 148,796 | 209,902 |
| Reserves | 172,412 | 179,480 | |
| Result for the period | 71,972 | 320,317 | |
| Non-controlling interest | 147 | 180 | |
| Non-current liabilities | 248,862 | 250,370 | |
| Borrowings | 26 | 219,831 | 167,548 |
| Other Payables | 0 | 78,000 | |
| Employee benefit obligations | 28 | 999 | 1,040 |
| Provisions | 25,006 | 800 | |
| Deferred tax liabilities | 19 | 3,026 | 2,982 |
| Current liabilities | 195,932 | 129,215 | |
| Borrowings | 26 | 45,480 | 50,800 |
| Trade and other payables | 29 | 146,909 | 75,542 |
| Current tax liability | 19 | 3,544 | 2,873 |
| Total liabilities | 444,795 | 379,585 | |
| Total equity and liabilities | 926,933 | 1,178,276 |
| (In thousands of USD) | Note | 2023 | 2022 |
|---|---|---|---|
| Revenue | 4 | 487,318 | 155,604 |
| Gain on disposal | 5 | 868 | 319,643 |
| Other operating income | 4,020 | 1,601 | |
| Operating income | 492,206 | 476,848 | |
| Vessel expenses | 6 | -263,114 | -60,121 |
| Raw materials and consumables used | 7 | -23,279 | -3,447 |
| General and administrative expenses | 8 | -54,804 | -39,293 |
| Personnel expenses | 9 | -46,176 | -32,333 |
| Depreciations & amortisations | 13/14/15 | -33,956 | -33,624 |
| Impairment losses and reversals | 13/18/22 | 2,701 | 4,768 |
| Loss on disposal | -82 | 0 | |
| Other operating expenses | 10 | -24,356 | -25 |
| Result from operating activities | 49,140 | 312,773 | |
| Interest income | 11 | 17,961 | 7,125 |
| Interest expenses | 11 | -10,938 | -21,954 |
| Other finance income | 11 | 1,373 | 9,525 |
| Other finance expenses | 11 | -13,515 | -18,055 |
| Net finance result | -5,120 | -23,359 | |
| Result before income tax and share of result of equity accounted investees |
44,020 | 289,414 | |
| Share of result of equity accounted investees (net of income tax) | 16 | 32,136 | 32,007 |
| Result before income tax | 76,156 | 321,420 | |
| Income tax expense | 12 | -4,148 | -1,072 |
| Result for the period | 72,007 | 320,348 | |
| Attributable to: | |||
| Non-controlling interest | 36 | 30 | |
| Owners of the Company | 71,972 | 320,317 | |
| Result for the period | 72,007 | 320,348 | |
| Basic earnings per share (in USD) | 1.25 | 5.60 | |
| Diluted earnings per share (in USD) | 1.25 | 5.60 | |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME | |||
| Result for the period | 72,007 | 320,348 | |
| Items that are or may be reclassified subsequently to profit or loss: | |||
| Equity accounted investees - share in other comprehensive income | 16 | -2,098 | 1,943 |
| Foreign currency translation differences | 1,572 | 580 | |
| Other | 211 | -202 | |
| Items that will never be reclassified to profit and loss: | |||
| Employee benefits - remeasurements of defined benefit liability/assets | 28 | -456 | -706 |
| Total other comprehensive income for the period (net of tax) | -771 | 1,615 | |
| Total comprehensive income for the period | 71,237 | 321,963 | |
| Attributable to: | |||
| Non-controlling interest | -33 | 37 | |
| Owners of the Company | 71,270 | 321,926 |
| 12 months ended 31 December, |
|||
|---|---|---|---|
| (In thousands of USD) | Note | 2023 | 2022 |
| Result for the period | 72,007 | 320,348 | |
| Share of result of equity accounted investees (net of income tax) | 16 | -32,136 | -32,007 |
| Depreciations & amortisations | 13/14/15 | 33,956 | 33,624 |
| Impairment losses and reversals | 13/18/22 | -2,701 | -4,768 |
| Net finance result | 11 | 5,120 | 23,359 |
| Income tax expense/ (income) | 12 | 4,148 | 1,072 |
| Net (gain)/ loss on sale of assets | 5 | -868 | -319,643 |
| Other non-cash items | 20/26 | 0 | -1,193 |
| Increase/(decrease) in provisions and employee benefits | 23,671 | -361 | |
| Realized foreign currency gains (losses) | 11 | -7,257 | -3,357 |
| Gross cash flow from operating activities | 95,941 | 17,075 | |
| (Increase)/decrease of inventories | -5,457 | 2,268 | |
| (Increase)/decrease of trade and other receivables | -32,146 | -6,488 | |
| Increase/(decrease) of trade and other payables | 29 | -1,713 | 27,512 |
| Cash generated from operating activities | 56,626 | 40,368 | |
| Interest paid | -9,928 | -18,483 | |
| Interest received | 16,427 | 5,411 | |
| Income taxes paid | -11,267 | -1,311 | |
| NET CASH FROM OPERATING ACTIVITIES | 51,858 | 25,985 | |
| Acquisition of vessels and vessels under construction | 13 | -4,218 | -19,867 |
| Acquisition of other property plant and equipment | 14 | -2,152 | -554 |
| Acquisition of intangible assets | -112 | -51 | |
| Proceeds from the sale of vessels and other property, plant and equipment | 278 | 13,722 | |
| Dividends from equity accounted investees | 16 | 1,772 | 2,079 |
| Other dividends received | 11 | 19 | 18 |
| Proceeds from the sale of a subsidiary, net of cash disposed off | -1,173 | 646,599 | |
| Acquisition of subsidiaries, net of cash acquired | 0 | -9,169 | |
| Acquisition of an asset through an other asset deal, net of cash acquired | 0 | -4,698 | |
| Other investment increase (decrease) | 20 | -39,132 | 0 |
| Borrowings to equity accounted investees | 18 | -996 | -41,085 |
| Repayments from equity accounted investees | 18 | 0 | 52,260 |
| NET CASH FROM INVESTING ACTIVITIES | -45,713 | 639,253 | |
| Dividend paid | 24 | -391,089 | -59,646 |
| Proceeds from new borrowings | 26 | 102,132 | 50,014 |
| Repayment of borrowings | 26 | -58,389 | -279,818 |
| Repayment of lease liabilities IFRS 16 (principal portion) | 26 | -2,283 | -1,476 |
| Payment of debt transaction costs & banking fees | -2,664 | -2,577 | |
| Proceeds from exercising share option plans | 3,299 | 0 | |
| Release restricted cash | 23 | 0 | 76,121 |
| NET CASH FROM FINANCING ACTIVITIES | -348,994 | -217,383 | |
| NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS | -342,849 | 447,856 | |
| Net cash and cash equivalents at 1 January | 23 | 519,553 | 71,130 |
| Net increase/(decrease) in cash and cash equivalents | -342,849 | 447,856 | |
| Exchange rate fluctuations on cash and cash equivalents | 226 | 568 | |
| NET CASH AND CASH EQUIVALENTS AT 31 DECEMBER | 23 | 176,930 | 519,553 |
| uity |
|---|
| q |
| n e |
| nges i |
| ha |
| nt of c |
| me |
| d state |
| date |
| nsoli |
| o |
| C |
| (In thousands of USD) | Note | Share capital |
Share premium |
Retained earnings |
Reserve for treasury shares |
Translation reserve |
Hedging reserve |
based payments Share reserve |
Total | controlling Non interest |
Total equity |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Opening equity as previously reported per January 1, 2023 | 88,812 | 209,902 | 542,676 | -44,349 | -2,760 | 3,010 | 1,221 | 798,511 | 180 | 798,691 | |
| Comprehensive result for the period | |||||||||||
| Result for the period | 71,972 | 71,972 | 36 | 72,007 | |||||||
| Foreign currency translation differences | 24 | 1,641 | 1,641 | -69 | 1,572 | ||||||
| Foreign currency translation differences - share equity accounted investees | 16 | 57 | 57 | 57 | |||||||
| Employee benefits - remeasurement net defined benefit obligations | 28 | -456 | -456 | -456 | |||||||
| Other | 211 | 211 | 211 | ||||||||
| Net change in fair value of cash flow hedges - share equity accounted investees |
16 | -2,155 | -2,155 | -2,155 | |||||||
| Total other comprehensive result | 0 | 0 | -245 | 0 | 1,698 | -2,155 | 0 | -702 | -69 | -771 | |
| Total comprehensive income for the period | 0 | 0 | 71,727 | 0 | 1,698 | -2,155 | 0 | 71,270 | -33 | 71,237 | |
| Transactions with owners of the Company | |||||||||||
| Dividends declared | 24 | -61,106 | -329,983 | -391,089 | 0 | -391,089 | |||||
| Share-based payments | -1,669 | 6,189 | -1,221 | 3,299 | 3,299 | ||||||
| Total transactions with owners of the Company | 0 | -61,106 | -331,653 | 6,189 | 0 | 0 | -1,221 | -387,790 | 0 | -387,790 | |
| Closing equity per December 31, 2023 | 88,812 | 148,796 | 282,751 | -38,160 | -1,062 | 855 | 0 | 481,991 | 147 | 482,138 |
| (In thousands of USD) | Note | Share capital |
Share premium |
Retained earnings |
Reserve for treasury shares |
Translation reserve |
Hedging reserve |
based payments Share reserve |
Total | controlling Non interest |
Total equity |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Opening equity as previously reported per January 1, 2022 | 88,812 | 209,902 | 282,048 | -44,349 | -3,028 | 761 | 2,086 | 536,231 | 271 | 536,502 | |
| Comprehensive result for the period | |||||||||||
| Result for the period | 320,317 | 320,317 | 30 | 320,348 | |||||||
| Foreign currency translation differences | 24 | 573 | 573 | 7 | 580 | ||||||
| Foreign currency translation differences - share equity accounted investees | 16 | -305 | -305 | -305 | |||||||
| Employee benefits - remeasurement net defined benefit obligations | 28 | -706 | -706 | -706 | |||||||
| Other | -202 | -202 | -202 | ||||||||
| Net change in fair value of cash flow hedges - share equity accounted investees |
16 | 2,249 | 2,249 | 2,249 | |||||||
| Total other comprehensive result | 0 | 0 | -908 | 0 | 268 | 2,249 | 0 | 1,608 | 7 | 1,615 | |
| Total comprehensive income for the period | 0 | 0 | 319,409 | 0 | 268 | 2,249 | 0 | 321,926 | 37 | 321,963 | |
| Transactions with owners of the Company | |||||||||||
| Dividends declared | 24 | -59,646 | -59,646 | -128 | -59,775 | ||||||
| Share-based payments | 865 | -865 | 0 | 0 | |||||||
| Total transactions with owners of the Company | 0 | 0 | -58,781 | 0 | 0 | 0 | -865 | -59,646 | -128 | -59,775 | |
| Closing equity per December 31, 2022 | 88,812 | 209,902 | 542,676 | -44,349 | -2,760 | 3,010 | 1,221 | 798,511 | 180 | 798,691 |
EXMAR NV ("the Company") is a company domiciled in Belgium whose shares are publicly traded (Euronext – EXM). The consolidated financial statements of the Group comprise the Company, its subsidiaries, and the Group's interest in associates and joint arrangements (referred to as the "Group"). The Group is active in the industrial shipping business.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by EU on December 31, 2023.
The accounting policies adopted in preparing the 2023 consolidated financial statements are consistent with those applied in the previous financial year, except for the items below.
The Group applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after January 1, 2023:
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended December 31, 2023 and have not been applied in preparing these consolidated financial statements. The following new or amended standards or interpretations, that are not yet applicable for the annual period beginning on 1 January 2024, are not expected to have a significant impact on the Group's consolidated financial statements:
The consolidated financial statements were approved and were authorised for issue by the Board of Directors on March 25, 2024.
The consolidated financial statements are presented in thousands of USD, which is also the functional currency of the parent company. The Financial Services and Markets Authority (FSMA) approved the use of the USD as reporting currency by letter of July 2, 2003 as the majority of the Group's shipping activities and related financing are expressed in USD. All values are rounded to the nearest thousand.
The financial statements are prepared on the historical cost basis except for the following material assets and liabilities that have been measured on an alternative basis on each reporting date: derivative financial instruments, equity securities at FVTPL and the net defined benefit liability. Assets held for sale are stated at the lower of carrying amount and fair value less cost to sell.
The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, income and expenses, the accompanying disclosures and the disclosure of contingent liability. The estimates and related assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period of the revision and future periods, if the revision affects both current and future periods.
In the process of applying the Group's accounting policies, management has made the following judgements, which have a significant impact on the amounts reported in the consolidated financial statements:
Determining whether EXMAR will exercise purchase options on financed assets requires judgment and impacts the useful life of the related assets. All facts and circumstances relevant to the assessment are considered.
Specifically, for the pressurized fleet, management has made the assumption that the purchase options for three vessels will be exercised before or at the end of the respective financing agreements.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond control of the Group. Such changes are reflected in the assumptions when they occur.
The Group reviews the carrying amount of each vessel for potential impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of a specific vessel may not be fully recoverable. The recoverable amount is the highest of the fair value less cost to sell and the value in use.
The fair value less cost to sell is determined based upon independent valuation reports. The Group engages two independent valuation specialists to assess fair values at reporting date. The carrying values of the vessels may not represent the fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of new buildings. Historically, both charter rates and vessel values tend to be cyclical.
The value in use is based upon future cash flows discounted to their present value. In developing estimates of future cash flows, management makes assumptions about expected operation date (in case of temporarily unemployed vessels), future charter rates, ship operating expenses, the estimated remaining useful lives of the fleet and the WACC. These assumptions are based on historical trends as well as future expectations. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. We refer to Note 13 Vessels and barges for additional information on the assumptions applied at year-end.
Climate related matters and measures such as the introduction of emission reduction legislation may have a significant impact on the EXMAR business and its customers. EXMAR is closely monitoring current developments and measures related to climate change and sustainability (see also section 3.1. ESG of this annual report) and believes these currently do not result in fundamentally changed expectations regarding useful lives or recoverability of our fleet. In the sensitivity analysis of the annual impairment test of vessels and barges, the age and emission rating of each particular asset was considered.
Subsidiaries are those entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. All intra-Group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-Group transactions are eliminated in full.
Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, and non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is recognized in profit and loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date the control is lost.
The Group's interest in equity accounted investees comprises interests in associates and joint ventures.
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Group holds between 20% and 50% of the voting power.
A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Investments in associates and joint ventures are accounted for using the equity method and are recognised initially at cost. The cost of the investment includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and OCI of equity accounted investees, from the date that significant influence or joint control commences until the date that significant influence or joint control ceases.
When the share of the Group in the losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to zero, and the recognition of future losses is discontinued, except to the extent that the Group has an obligation or has made payments on behalf of the investee. In such case the negative investment in equity accounted investees is deducted from other components of the investor's interest in the equity accounted investee (borrowings to equity accounted investees). If the negative investment in equity accounted investees exceeds the investor's interest, a liability is recognized for the net amount. Unrealised gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
Each entity prepares its individual financial statements in the currency of the primary economic environment in which the entity operates (i.e. the functional currency). Several European and Hong Kong based entities have the USD as functional currency as the majority of their cash flows are expressed in USD.
In preparing the individual financial statements, transactions in currencies other than the entities' functional currency are recorded at the exchange rate applicable at the date of the transaction.
At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated to the functional currency spot exchange rates at that date. The non-monetary assets and liabilities that are measured in terms of historical cost are translated to the functional currency at the exchange rate at the date of the initial transactions. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date the fair value was determined.
Foreign exchange differences arising on translation are recognised in the profit or loss statement, except for (i) qualified cash flow hedges to the extent that the hedges are effective, and (ii) monetary items that are designated as part of the hedge of the Group's net investment in a foreign operation, which are recognised in other comprehensive income. Upon disposal of the hedge and or net investment, the cumulative amount is reclassified to profit or loss.
On consolidation, assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD – the group reporting currency - using the closing rate at reporting date. The income and expenses of the foreign operations are converted to USD at the exchange rate at the date of the transaction (the average exchange rate during the relevant period is used in case the date of transaction approximates this average rate).
Foreign currency translation differences are recognized directly in other comprehensive income. These foreign currency differences are presented within the "Translation reserve" caption. However, if the operation is a nonwholly owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.
When a foreign operation is disposed of, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit and loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit and loss.
| Closing rates | Average rates | |||
|---|---|---|---|---|
| For the twelve months ended | ||||
| EXCHANGE RATES | December 31, 2023 | December 31, 2022 | December 31, 2023 | December 31, 2022 |
| EUR | 0.9050 | 0.9376 | 0.9262 | 0.9474 |
| GBP | 0.7865 | 0.8315 | 0.8061 | 0.8062 |
| HKD | 7.8112 | 7.7970 | 7.8303 | 7.8309 |
| NOK | 10.1724 | 9.8573 | 10.5693 | 9.5392 |
| XAF | 593.6263 | 615.0062 | 607.5645 | 621.5040 |
| ARS | 808.4690 | 177.1165 | 264.5558 | 126.5182 |
| KRW | 1,297.4298 | 1,259.4458 | 1,308.7724 | 1,283.6970 |
Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.
Debt instruments that meet the following conditions are measured subsequently at amortised cost (see (i) below):
Debt instruments that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI) (see (ii) below):
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).
Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of a financial asset:
All recognised financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification of the financial assets:
Financial assets at amortised costs: These assets are subsequently measured at amortised costs using the effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Debt investments at FVTOCI: These assets are subsequently measured at fair value. Interest income is calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVTOCI: These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss.
Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognised in profit or loss. However, see section derivative financial instruments and hedge accounting for derivatives designated as hedging instruments.
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control over the financial asset.
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.
See section "Derivative financial instruments and hedge accounting" for derivatives designated as hedging instruments.
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. When an existing loan is replaced by another from the same lender on substantially different terms, or the terms of the existing loans are substantially modified, such an exchange or modification is treated as a derecognition of the original loan and the recognition of a new loan (at fair value). The difference in the respective carrying value is recognized in the statement of profit and loss.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of tax effects. When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs net of tax, is recognised as a deduction from equity. When treasury shares are sold, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented in retained earnings.
The Group holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.
Derivatives are recognised initially at fair value at the date a derivative contract is entered into. Subsequent to initial recognition, derivatives are recognized at fair value and changes therein are generally recognized in profit and loss.
The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates and interest rates and certain derivatives and non-derivative financial liabilities as hedges of foreign exchange risk of a net investment in a foreign operation.
At inception of designated hedge relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedged instrument, including whether the changes in cash flow of the hedged item and hedging instrument are expected to offset each other.
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. The amount accumulated in the hedging reserve and the cost of the hedging reserve is reclassified to profit or loss in the same period or periods during which the hedge expected future cash flows affect profit or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, any gain or loss recognised in other comprehensive income and accumulated in the cash flow hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecasted transaction occurs. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is immediately reclassified to profit or loss.
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognised in profit or loss as incurred.
Other intangible assets (e.g. software,…) acquired by the Group that have finite useful lives are measured at cost less accumulated amortisations and accumulated impairment losses. The amortisation is recognized in the profit or loss statement, and is spread over the useful life of the relevant intangible assets following the straight-line depreciation method. The amortization starts from the date that they are available for use. Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.
Intangible assets with an indefinite useful life or that are not yet available for use, are subject to an annual impairment test.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific assets to which it relates. All other expenditure is recognized in profit or loss as incurred.
Items of property, plant and equipment are stated at cost, which includes capitalised borrowing costs, less accumulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset and to bringing the asset to the location and condition necessary for its intended use. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use and capitalized borrowing costs.
Subsequent expenses associated with items of property, plant and equipment are capitalised only if a future economic advantage will result from this expenditure and its cost can be measured reliably. If a part of an item of property, plant and equipment is replaced, the replacement cost is capitalised and the carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognised in the profit or loss statement as incurred.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Depreciation is calculated over the depreciable amount, which is the cost of an asset, less its residual value and is recognized in profit or loss.
Vessels, barges or units in the construction process are separately classified on the balance sheet as assets under construction. These assets under construction are not depreciated, depreciation starts at the moment that the vessels are delivered. As from the moment of delivery, the vessels are no longer classified as under construction. The business model of the Group aims to rent or operate the constructed assets.
The vessels are depreciated on a straight-line basis to their residual value over their estimated useful life (as from construction date) in the Group as follows:
| Gas vessel LPG pressurized (1) | 20 | years |
|---|---|---|
| Gas vessel LPG | 30 | years |
| Gas vessel VLGC | 30 | years |
| Gas vessel LNG | 35 | years |
| LNG units | 30 | years |
| Accommodation platform, newbuild: | ||
| - Hull machinery & deck outfitting | 20 | years |
| - Accommodation | 10 | years |
| Accommodation platform, second hand | 10-12 | years |
1. In June 2016, EXMAR increased its share in the pressurized fleet from 50% to 100% and applied IFRS 3 Business combinations to account for this. The vessels were at that date accounted for at fair value and are being depreciated over their remaining useful life, which was 30 years as from construction date, or on average a remaining term of 23 years. In 2020, management re-assessed the useful life and reduced it from 30 to 20 years (as from construction date), or an average remaining useful life of 10 years as from January 1, 2020.
Vessels and barges are estimated to have a zero residual value.
Dry-docking expenses are capitalised when they occur and depreciated over a period until the next dry-dock.
Other property, plant and equipment are depreciated over their estimated useful life using the straight-line depreciation method. Land is not depreciated.
The estimated useful lives of the various other types of assets are as follows:
Financial assets measured at amortised cost, except current trade receivables, are assessed each reporting date to determine whether the credit risk of a financial asset has increased significantly since initial recognition. The Group recognises a loss allowance for expected credit losses (ECL's) which is based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are an integral part of the contract terms.
In determining the credit risk of a financial asset and when estimating the ECL's, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.
For current trade receivables, the Group applies the simplified approach permitted by IFRS 9 Financial Instruments, which requires expected lifetime losses to be recognized from initial recognition of the receivables. The amount of the allowance is deducted from the carrying amount of the asset.
After application of the equity method, the entity determines whether it is necessary to recognise an impairment loss with respect to its net investment in the associate or joint venture. An impairment loss in respect of an equity accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount. An impairment loss is recognised in profit and loss and is reversed when there is a favourable change in the estimates used to determine the recoverable amount.
The carrying value of non-financial assets, other than deferred tax assets, are reviewed at each balance sheet date to determine whether there is an indication of impairment. If any such indication exists, the asset's recoverable amount is estimated.
For goodwill and intangible assets that have indefinite lives or that are not yet available for use the recoverable amount is estimated on each balance sheet date.
The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.
The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cashgenerating units that are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. All impairment losses are recognised in the profit or loss statement.
Impairment losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. Immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Group's accounting policies. Thereafter the assets (or disposal group) are measured at the lower of their carrying amount and fair value less cost to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis except that no loss is allocated to assets not in the measurement scope of IFRS 5, which continue to be measured in accordance with the Group's other accounting policies. Intangible assets and property, plant and equipment once classified as held for sale or distribution are not amortised or depreciated. In addition, equity accounting of equity accounted investees ceases once classified as held for sale or distribution.
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for, as follows:
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs of completing the sale.
Write-offs on inventories are applied on slow-moving items. The calculation of the allowance is based on consistently applied write-off rules, which depend on both historical and future demand.
Obligations for contributions to defined contribution pension plans are recognised as an expense in the profit or loss statement as the related service is provided.
The Group's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; discounting that amount and deducting the fair value of any plan assets. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of a any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
Belgian defined contribution plans are subject to the Law of April 28, 2003 on occupational pensions (hereafter 'the WAP'). According to article 24 of this Law, the employer has to guarantee an average minimum return of 3.75% on employee contributions and of 3.25% on employer contributions and this for contributions paid until December 31, 2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both employer and employee contributions (as changed by the Law of December 18, 2015). This guaranteed minimum return generally exceeds the return that is normally guaranteed by the insurer. Because the employer has to guarantee the statutory minimum return on these plans, not all actuarial and investment risks relating to these plans are transferred to the insurance company managing the plans. Therefore, these plans do not meet the definition of a defined contribution plan under IFRS and have to be classified by default as defined benefit plans. An actuarial calculation has been performed in accordance with IAS 19 based on the projected unit credit method.
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility or withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
The grant date fair value of options granted to employees is recognised as an employee expense, with a corresponding
increase in equity, over the period that the employees unconditionally become entitled to the options. The amounts recognised as an expense is adjusted to reflect the actual number of options for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at vesting date.
A provision is recognised in the statement of financial position when the Group has a legal or constructive obligation as result of a past event, that can be estimated reliably and it is probable that an outflow of benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Provisions for restructuring are recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for.
A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is recorded, the Group recognises any impairment loss on the assets associated with that contract.
The company and/ or its joint ventures generate revenues from charterers for the use of its assets. Assets are chartered using voyage/spot, time or bareboat charters and pool revenue:
Revenue from services such as ship management, engineering and technical assistance services are recognised in the profit or loss statement over time as the services are provided. The customer simultaneously receives and consumes the benefits provided by the entity's performance as the entity performs (recurring services). Invoices and related payment terms depend on individual contractual terms.
Revenue from the licensing of access to EXMAR's intellectual property is in general recognised over time together with the underlying services rendered based on time and material spent. In case the license revenue is considered distinct and distinct within the context of the contract, this revenue will be recognized at the point in time when EXMAR satisfies the performance obligation and control is transferred to the customer.
Gain on the sale of assets (vessels and barges) is recognized in the profit or loss statement when control of the goods underlying the particular performance obligation is transferred to the customer, which in general is at the moment of delivery of the vessel or barge to the customer. Invoices and related payment terms depend on individual contractual terms.
Contracts with customers to sell goods have only one performance obligation. Revenue recognition occurs at a point in time when control of the asset is transferred to the customer, in general upon the delivery of goods.
For revenue out of manufacturing projects, the percentage of completion method is used, provided that the outcome of the project can be assessed with reasonable certainty.
if the Group acts in the capacity of an agent rather than as a principal in the transaction, then the revenue recognised is the net amount of commission realized by the Group.
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand- alone prices.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets separately on the face of the balance sheet and lease liabilities in "Loans and borrowings" in the statement of financial position.
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the consideration in the contract.
The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of "Revenue".
Finance income consists of interests received, dividend income, gains on the disposal of equity securities at FVTPL, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognised in profit or loss and exchange rate gains. Interest income is recognised in the profit or loss statement as it accrues, taking into account the effective yield on the asset. Dividend income is recognised in the profit or loss statement on the date that the dividend is declared.
Finance expenses consist of interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, impairment losses recognised on financial assets, exchange rate losses and losses on hedging instruments that are recognised in profit or loss.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognised in profit or loss using the effective interest method. Foreign currency gains and losses are reported on a net basis per currency as either other finance income or finance expense.
Income tax expense consists of current and deferred taxes. Current and deferred tax is recognised in the profit or loss statement, except to the extent it relates to a business combination, or when they relate to items that are recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss of the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is recognised on all temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit, and differences relating to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of reversal and it is probable that they will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets are recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised.
Deferred tax assets are reduced when it is no longer probable that the related tax benefits will be realized. Unrecognized deferred tax assets are reassessed at each reporting date and recognised to the extent that is has become probable that future taxable profits will be available against which they can be used. Deferred tax assets and liabilities are offset only if certain conditions are met.
Tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income tax expense in the profit or loss statement but is shown under other operating expenses.
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. All operating segments' operating results are reviewed regularly by management to make decisions about resources to be allocated to the segment and assess its performance.
The result for each segment includes all income and expenses generated directly by this segment, as well as part of the income and expenses that can reasonably be allocated to this segment. The assets and liabilities allocated to a segment include as a minimum the assets and liabilities which are periodically reported to the Chief operating decision maker, being the Group's CEO and the Executive Committee.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment and intangible assets.
The Group presents basic and diluted earnings per share for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for treasury shares held. Diluted earnings per share is determined by adjusting the profit and loss attributable to ordinary shareholders and the weighted average of ordinary shares outstanding, adjusted for treasury shares held and for the effects of all dilutive potential ordinary shares such as share options granted to employees.
In respect of joint ventures, the company continues to manage its operations based on internal management reports applying the principles of the proportionate consolidation method. The reconciliation of the segment reporting to the consolidated statement of financial position and the consolidated statement of profit or loss is presented in Note 3 Reconciliation segment reporting. All differences relate to the application of IFRS 11 Joint arrangements, no other differences exist.
The Group has three reportable segments. The Group's operating segments reflect the level at which the Group's CEO and the Executive Committee review the business and make decisions about the allocation of resources and other operating matters. These segments offer different products and services and are managed separately.
The company's internal and management structure does not distinguish any geographical information (non-current assets and revenue per major country) as the company's fleet is operated on a worldwide basis.
The intra-segment revenue mainly relates to management, supervision and crew services provided between segments.
Major shipping client Equinor (ex-Statoil) and Saudi Arabian Mining Company represented 21.0% (2022: 24.6%) and 12.6% (2022: 12.4%) of the revenue of the Shipping segment and 5.2% (2022: 14.4%) and 3.1% (2022: 7.2%) of the EXMAR Group revenue in 2023. The remaining part of the Shipping revenue is divided between 13 different customers. Export LNG Limited, ENI Congo and Gasunie represented 52.1% (2022: 0.0%), 23.4% (2022: 0.0%) and 9.2% (2022: 15.8%) of the revenue of the Infrastructure segment. These three companies represented 33.6% (2022: 0.0%), 15.1% (2022: 0.0%) and 5.9% (2022: 9.3%) of the EXMAR Group revenue in 2023. In 2022, Hyundai Heavy Industries Korea contributed 29.1% to the infrastructure segment and 6.4% of the EXMAR Group revenue. The percentages mentioned are calculated excluding settlement fees. No other customers represented more than 10.0% of the EXMAR Group revenue in 2023.
| (In thousands of USD) | |||||
|---|---|---|---|---|---|
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS | Supporting | ||||
| For the year ended December 31, 2023 | Shipping | Infrastucture | services | Eliminations | Total |
| Revenue third party | 143,658 | 372,696 | 61,136 | 0 | 577,490 |
| Revenue intra-segment | 187 | 1,183 | 9,948 | -11,318 | 0 |
| Royalty income | 0 | 800 | 0 | 0 | 800 |
| Total revenue | 143,845 | 374,678 | 71,084 | -11,318 | 578,289 |
| Gain on disposal | 6,594 | 6 | 836 | 0 | 7,436 |
| Other operating income | 677 | 1,908 | 1,435 | 0 | 4,020 |
| Operating income | 151,117 | 376,592 | 73,355 | -11,318 | 589,746 |
| Operating result before depreciations, amortisations & impairment losses (EBITDA) |
82,330 | 75,746 | -3,559 | 0 | 154,517 |
| Depreciations and amortisations | -48,002 | -11,823 | -2,456 | 0 | -62,281 |
| Impairment losses and reversals | 0 | 2,669 | 32 | 0 | 2,701 |
| Loss on disposal | 0 | 0 | -82 | 0 | -82 |
| Operating result (EBIT) | 34,328 | 66,593 | -6,065 | 0 | 94,855 |
| Interest income (non-intra-segment) | 4,357 | 1,725 | 16,127 | 0 | 22,209 |
| Interest income intra-segment | 1,469 | 1,528 | 14,744 | -17,741 | 0 |
| Interest expenses (non-intra-segment) | -27,407 | -662 | -368 | 0 | -28,437 |
| Interest expenses intra-segment | -7,127 | -9,017 | -1,597 | 17,741 | 0 |
| Other finance income | 264 | -2,532 | 894 | 0 | -1,374 |
| Other finance expenses | -676 | -1,391 | -8,966 | 0 | -11,033 |
| Share of result of equity accounted investees (net of income tax) |
0 | 0 | 199 | 0 | 199 |
| Income tax expense | -1,919 | -182 | -2,310 | 0 | -4,411 |
| Segment result for the period | 3,288 | 56,061 | 12,658 | 0 | 72,007 |
| Attributable to: | |||||
| Non-controlling interest | 36 | ||||
| Owners of the Company | 71,971 |
| (In thousands of USD) | |||||
|---|---|---|---|---|---|
| CONSOLIDATED STATEMENT OF FINANCIAL | |||||
| POSITION December 31, 2023 |
Shipping | Infrastucture | Supporting services |
Eliminations | Total |
| Assets | |||||
| Vessels and barges | 489,002 | 203,234 | 0 | 692,236 | |
| Other property, plant and equipment | 134 | 655 | 15,182 | 15,970 | |
| Intangible assets | 0 | 13 | 301 | 314 | |
| Right-of-use assets | 32,168 | 1,950 | 7,225 | 41,343 | |
| Investments in equity accounted investees | 0 | 0 | 612 | 611 | |
| Borrowings to equity accounted investees | 0 | 47,801 | 1,725 | 49,525 | |
| Loan receivables intra-segment | 45,034 | 58,694 | 452,813 | -556,542 | 0 |
| Inventories | 0 | 0 | 15,134 | 15,134 | |
| Restricted cash | 1,857 | 0 | 0 | 1,857 | |
| Cash and cash equivalents | 49,616 | 118,128 | 72,208 | 239,952 | |
| Total segment assets | 617,811 | 430,475 | 565,199 | -556,542 | 1,056,943 |
| Unallocated other investments | 0 | 550 | |||
| Unallocated trade and other receivables | 0 | 107,043 | |||
| Trade and other receivables intra-segment | 12,543 | 2,835 | 23,260 | -38,638 | 0 |
| Other unallocated assets | 11,239 | ||||
| Total assets | -595,180 | 1,175,776 | |||
| Liabilities | |||||
| Non-current borrowings | 324,488 | 82,734 | 6,096 | 413,317 | |
| Current borrowings | 58,838 | 14,242 | 7,554 | 80,634 | |
| Borrowings intra-segment | 49,892 | 71,372 | 435,278 | -556,542 | 0 |
| Other payables | 36 | -40 | 10 | 7 | |
| Non-current provisions | 2,397 | 11,638 | 13,368 | 27,403 | |
| Total segment liabilities | 435,651 | 179,946 | 462,306 | -556,542 | 521,361 |
| Unallocated equity | 0 | 482,138 | |||
| Unallocated trade and other payables | 0 | 164,492 | |||
| Trade and other payables intra-segment | 7,346 | 22,660 | 8,632 | -38,638 | 0 |
| Unallocated other liabilities | 0 | 7,785 | |||
| Total equity and liabilities | -595,180 | 1,175,776 | |||
| CASH FLOW STATEMENT | |||||
| Cash from operating activities | 74,381 | 59,350 | -17,698 | 116,033 | |
| Cash from investing activities | 13,829 | -44,671 | -2,851 | -33,692 | |
| Cash from financing activities | -91,118 | 85,161 | -384,093 | -390,050 | |
| Exchange rate fluctuations | 224 | ||||
| Total cash flow | -2,908 | 99,840 | -404,641 | -307,485 | |
| Additional information | |||||
| Capital expenditures | -32,864 | -3,240 | -1,901 | -38,005 | |
| Proceeds from disposals | 46,693 | 191 | 62 | 46,946 |
| (In thousands of USD) | |||||
|---|---|---|---|---|---|
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS | Supporting | ||||
| For the year ended December 31, 2022 Revenue third party |
Shipping 139,882 |
Infrastucture 76,099 |
services 23,026 |
Eliminations 0 |
Total 239,007 |
| Revenue intra-segment | 1,530 | 39 | 7,928 | -9,497 | 0 |
| Royalty income | 0 | 4,320 | 0 | 0 | 4,320 |
| Total revenue | 141,412 | 80,458 | 30,954 | -9,497 | 243,328 |
| Gain on disposal | 385 | 315,659 | 3,489 | 0 | 319,533 |
| Other operating income | 3,239 | 1,193 | 264 | -9 | 4,688 |
| Operating income | 145,036 | 397,311 | 34,706 | -9,505 | 567,549 |
| Operating result before depreciations, amortisations & impairment losses (EBITDA) |
81,627 | 323,130 | -3,080 | 0 | 401,676 |
| Depreciations and amortisations | -47,859 | -13,256 | -1,233 | 0 | -62,347 |
| Impairment losses and reversals | 8,975 | 4,859 | -91 | 0 | 13,743 |
| Operating result (EBIT) | 42,743 | 314,733 | -4,404 | 0 | 353,072 |
| Interest income (non-intra-segment) | 83 | 2,626 | 3,942 | 0 | 6,651 |
| Interest income intra-segment | 453 | 515 | 12,556 | -13,525 | 0 |
| Interest expenses (non-intra-segment) | -25,603 | -6,575 | -306 | 0 | -32,484 |
| Interest expenses intra-segment | -2,105 | -10,905 | -515 | 13,525 | 0 |
| Other finance income | 5,040 | 4,613 | 4,150 | -1,000 | 12,803 |
| Other finance expenses | -2,862 | -9,636 | -7,388 | 1,000 | -18,885 |
| Share of result of equity accounted investees (net of income tax) |
0 | 0 | 269 | 0 | 269 |
| Income tax expense | -919 | 1,007 | -1,167 | 0 | -1,079 |
| Segment result for the period | 16,831 | 296,378 | 7,139 | 0 | 320,348 |
| Attributable to: | |||||
| Non-controlling interest | 30 | ||||
| Attributable to owners of the Company | 320,318 |
| (In thousands of USD) | |||||
|---|---|---|---|---|---|
| CONSOLIDATED STATEMENT OF FINANCIAL | |||||
| POSITION | Supporting | ||||
| December 31, 2022 | Shipping | Infrastucture | services | Eliminations | Total |
| Assets | |||||
| Vessels and barges | 507,669 | 211,930 | 0 | 0 | 719,599 |
| Other property, plant and equipment | 40 | 400 | 14,116 | 14,556 | |
| Intangible assets | 0 | 19 | 206 | 225 | |
| Right-of-use assets | 11,696 | 2,442 | 7,812 | 21,949 | |
| Investments in equity accounted investees | 0 | 0 | 449 | 449 | |
| Borrowings to equity accounted investees | 0 | 7,000 | 0 | 7,000 | |
| Loan receivables intra-segment | 76,872 | 58,153 | 416,458 | -551,483 | 0 |
| Inventories | 0 | 0 | 9,217 | 9,217 | |
| Restricted cash | 1,778 | 0 | 0 | 1,778 | |
| Cash and cash equivalents | 28,872 | 32,600 | 485,965 | 547,437 | |
| Assets held for sale | 9,988 | 0 | 0 | 9,988 | |
| Total segment assets | 636,915 | 312,544 | 934,222 | -551,483 | 1,332,198 |
| Unallocated other investments | 5,432 | ||||
| Unallocated trade and other receivables | 81,375 | ||||
| Trade and other receivables intra-segment | 7,123 | 10,035 | 36,117 | -53,275 | 0 |
| Other unallocated assets | 2,256 | ||||
| Total assets | -604,758 | 1,421,260 | |||
| Liabilities | |||||
| Non-current borrowings | 330,718 | 2,026 | 6,541 | 339,284 | |
| Current borrowings | 92,909 | 10,465 | 1,386 | 104,759 | |
| Borrowings intra-segment | 262,919 | 167,310 | 121,254 | -551,483 | 0 |
| Other payables | 0 | 78,000 | 0 | 78,000 | |
| Non-current provisions | 2,347 | 0 | 800 | 3,147 | |
| Total segment liabilities | 688,892 | 257,801 | 129,980 | -551,483 | 525,190 |
| Unallocated equity | 0 | 798,689 | |||
| Unallocated trade and other payables | 0 | 90,478 | |||
| Trade and other payables intra-segment | 22,243 | 21,035 | 535,735 | -53,275 | 0 |
| Unallocated other liabilities | 0 | 6,903 | |||
| Total equity and liabilities | -604,758 | 1,421,260 | |||
| CASH FLOW STATEMENT | |||||
| Cash from operating activities | -20,686 | -116,164 | 204,797 | 67,947 | |
| Cash from investing activities | 2,578 | 619,892 | -8,961 | 613,509 | |
| Cash from financing activities | 11,121 | -482,042 | 229,261 | -241,660 | |
| Exchange rate fluctuations | 568 | ||||
| Total cash flow | -6,988 | 21,685 | 425,098 | 0 | 440,364 |
| Additional information | |||||
| Capital expenditures | -21,778 | -9,693 | -317 | -31,788 | |
| Proceeds from disposals | 24,356 | 718 | 9 | 25,083 |
The financial information of each operating segment is reviewed by management using the proportionate consolidation method. The below tables reconcile the financial information as reported in the consolidated statement of financial position and the interim condensed consolidated statement of profit or loss (using the equity consolidation method as required under IFRS 11) with the financial information disclosed in Note 2 Segment reporting (using the proportionate consolidation method).
| (In thousands of USD) For the year ended December 31, 2023 |
Proportionate consolidation |
Difference | Equity consolidation |
|---|---|---|---|
| Revenue | 578,289 | -90,971 | 487,318 |
| Gain on disposal | 7,436 | -6,569 | 868 |
| Other operating income | 4,020 | 0 | 4,020 |
| Vessel expenses | -286,415 | 23,301 | -263,114 |
| Raw materials and consumables used | -23,279 | 0 | -23,279 |
| General and administrative expenses | -54,953 | 148 | -54,804 |
| Personnel expenses | -46,176 | 0 | -46,176 |
| Depreciations and amortisations | -62,281 | 28,325 | -33,956 |
| Impairment losses and reversals | 2,701 | 0 | 2,701 |
| Loss on disposal | -82 | 0 | -82 |
| Other operating expenses | -24,407 | 51 | -24,356 |
| Result from operating activities | 94,855 | -45,715 | 49,140 |
| Interest income | 22,209 | -4,248 | 17,961 |
| Interest expenses | -28,437 | 17,498 | -10,938 |
| Other finance income | -1,374 | 2,747 | 1,373 |
| Other finance expenses | -11,033 | -2,482 | -13,515 |
| Result before income tax and share of result of equity accounted investees |
76,219 | -32,199 | 44,020 |
| Share of result of equity accounted investees (net of income tax) | 199 | 31,937 | 32,136 |
| Income tax expense | -4,411 | 263 | -4,148 |
| Result for the period | 72,007 | 0 | 72,007 |
| (In thousands of USD) For the year ended December 31, 2023 |
Proportionate consolidation |
Difference | Equity consolidation |
|---|---|---|---|
| Vessels and barges | 692,236 | -276,489 | 415,747 |
| Other property, plant and equipment | 15,970 | 0 | 15,970 |
| Intangible assets | 314 | 0 | 314 |
| Right-of-use assets | 41,343 | -31,682 | 9,661 |
| Investments in equity accounted investees | 611 | 134,777 | 135,388 |
| Derivative financial asset | 911 | -911 | 0 |
| Deferred tax assets | 4,429 | 0 | 4,429 |
| Other investments | 37,928 | 0 | 37,928 |
| Non-current assets | 793,743 | -174,306 | 619,437 |
| Derivative financial asset | 550 | 0 | 550 |
| Inventories | 15,134 | 0 | 15,134 |
| Trade and other receivables | 107,043 | -9,659 | 97,384 |
| Borrowings to equity accounted investees | 11,597 | 0 | 11,597 |
| Current tax assets | 5,899 | 1 | 5,900 |
| Restricted cash | 1,857 | -1,857 | 0 |
| Cash and cash equivalents | 239,952 | -63,022 | 176,930 |
| Current assets | 382,033 | -74,537 | 307,496 |
| Total assets | 1,175,776 | -248,843 | 926,933 |
| Equity | 482,138 | 0 | 482,138 |
| Borrowings | 413,317 | -193,486 | 219,831 |
| Other payables | 7 | -7 | 0 |
| Employee benefits | 999 | 0 | 999 |
| Non-current provisions | 27,403 | -2,397 | 25,006 |
| Deferred tax liabilities | 3,026 | 0 | 3,026 |
| Non-current liabilities | 444,752 | -195,889 | 248,862 |
| Borrowings | 80,634 | -35,154 | 45,480 |
| Trade and other payables | 164,492 | -17,583 | 146,909 |
| Current tax liability | 3,760 | -217 | 3,544 |
| Current liabilities | 248,886 | -52,954 | 195,932 |
| Total equity and liabilities | 1,175,776 | -248,843 | 926,933 |
| (In thousands of USD) | Proportionate | Equity | |
|---|---|---|---|
| For the year ended December 31, 2022 | consolidation | Difference | consolidation |
| Revenue | 243,328 | -87,724 | 155,604 |
| Gain on disposal | 319,534 | 109 | 319,643 |
| Other operating income | 4,688 | -3,086 | 1,601 |
| Vessel expenses | -90,444 | 30,323 | -60,121 |
| Raw materials and consumables used | -3,447 | 0 | -3,447 |
| General and administrative expenses | -39,623 | 330 | -39,293 |
| Personnel expenses | -32,333 | 0 | -32,333 |
| Depreciations and amortisations | -62,347 | 28,723 | -33,624 |
| Impairment losses and reversals | 13,743 | -8,975 | 4,768 |
| Loss on disposal | 0 | 0 | 0 |
| Other operating expenses | -25 | 0 | -25 |
| Result from operating activities | 353,073 | -40,300 | 312,773 |
| Interest income | 6,651 | 473 | 7,125 |
| Interest expenses | -32,484 | 10,530 | -21,954 |
| Other finance income | 12,803 | -3,278 | 9,525 |
| Other finance expenses | -18,885 | 830 | -18,055 |
| Result before income tax and share of result of equity accounted investees |
321,157 | -31,743 | 289,414 |
| Share of result of equity accounted investees (net of income tax) | 269 | 31,737 | 32,007 |
| Income tax expense | -1,079 | 6 | -1,072 |
| Result for the period | 320,348 | 0 | 320,348 |
| (In thousands of USD) | Proportionate | Equity | |
|---|---|---|---|
| For the year ended December 31, 2022 | consolidation | Difference | consolidation |
| Vessels and barges | 719,599 | -281,633 | 437,966 |
| Other property, plant and equipment | 14,556 | 0 | 14,556 |
| Intangible assets | 225 | 0 | 225 |
| Right-of-use assets | 21,949 | -11,039 | 10,910 |
| Investments in equity accounted investees | 449 | 106,633 | 107,082 |
| Borrowings to equity accounted investees | 0 | 0 | 0 |
| Deferred tax assets | 1,071 | 0 | 1,071 |
| Other investments | 1,849 | 0 | 1,849 |
| Non-current assets | 759,698 | -186,039 | 573,659 |
| Assets held for sale | 9,988 | -9,988 | 0 |
| Derivative financial asset | 3,583 | -3,010 | 573 |
| Inventories | 9,217 | 0 | 9,217 |
| Trade and other receivables | 81,375 | -14,286 | 67,089 |
| Borrowings to equity accounted investees | 7,000 | 0 | 7,000 |
| Current tax assets | 1,185 | 0 | 1,185 |
| Restricted cash | 1,778 | -1,778 | 0 |
| Cash and cash equivalents | 547,437 | -27,884 | 519,553 |
| Current assets | 661,563 | -56,946 | 604,617 |
| Total assets | 1,421,260 | -242,985 | 1,178,276 |
| Equity | 798,689 | 1 | 798,691 |
| Borrowings | 339,284 | -171,736 | 167,548 |
| Other payables | 78,000 | 0 | 78,000 |
| Employee benefits | 1,040 | 0 | 1,040 |
| Non-current provisions | 3,147 | -2,347 | 800 |
| Deferred tax liabilities | 2,982 | 0 | 2,982 |
| Non-current liabilities | 424,453 | -174,083 | 250,370 |
| Borrowings | 104,759 | -53,960 | 50,800 |
| Trade and other payables | 90,478 | -14,936 | 75,542 |
| Current tax liability | 2,881 | -8 | 2,873 |
| Current liabilities | 198,118 | -68,903 | 129,215 |
| Total equity and liabilities | 1,421,260 | -242,985 | 1,178,276 |
| For the period ended December 31, (In thousands of USD) |
2023 | 2022 |
|---|---|---|
| Shipping segment | 52,553 | 51,936 |
| Infrastructure segment - ordinary revenue | 371,226 | 78,152 |
| Supporting services segment - ordinary revenue | 63,539 | 25,517 |
| Revenue | 487,318 | 155,604 |
The increase in total revenue at the Shipping segment is mainly a result of the higher time-charter rates for all vessel types.
Revenue in the Infrastructure segment increased significantly in 2023 as a result of the increased revenue from engineering projects, including the engineering, procurement and construction contracts for the Marine XII project in Congo and the twelve months employment of the EXCALIBUR and the FSRU EEMSHAVEN LNG.
The increase in revenue at the Supporting services is the combined effect of Bexco NV, entering the consolidation scope of the Group since November 2022 (contribution increased by USD 34.8 million), higher revenue from the offshore accommodation barges and at Travel Plus, offset by lower ship management revenue due to less vessels under management. Bexco NV is a manufacturer of precision-engineered synthetic mooring, towing and lifting ropes for offshore, marine and industrial applications.
Revenue which falls within the scope of IFRS 16 Leasing represented 18.5% (2022: 43.0%) of total revenue and is situated in the Shipping and Infrastructure segment. Revenue which falls within the scope of IFRS 15 Revenue from contracts with customers represented 81.5% (2022: 57.0%) of total revenue and is mainly situated in the Infrastructure and Supporting services segment. The percentages mentioned are calculated excluding settlement fees.
Major shipping clients Equinor (ex-Statoil) and Nippon Gas Line Co represented 57.4% (2022: 53.6%) and 21.8% (2022: 21.2%) respectively of the revenue of the Shipping segment. Both clients contributed 6.2% (2022: 17.9%) and 2.4% (2022: 7.1%) respectively to the EXMAR Group revenue in 2023. Export LNG Limited, ENI Congo and Gasunie represented 52.3% (2022: 0.0%) and 23.5% (2022: 0.0%) and 9.2% (2022: 28.4%) of the revenue of the Infrastructure segment. These three clients represented 39.9% (2022: 0.0%), 17.9% (2022: 0.0%) and 7.0% (2022: 14.2%) of the EXMAR Group revenue in 2023. In, 2022, Hyundai Heavy Industries Korea represented 19.6% of the infrastructure segment and 9.8% of the EXMAR Group revenue. The percentages mentioned are also calculated excluding settlement fees. No other customers represent more than 10.0% of the EXMAR Group revenue in 2023.
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Trade receivables, included in trade and other receivables (current + non-current) | 45,426 | 39,344 |
| Contract assets, included in trade and other receivables | 25,514 | 7,743 |
| Contract liabilities, included in trade and other payables | 10,025 | 11,056 |
| Contract balances | 80,964 | 58,143 |
The increase in contract balances in 2023 is resulting from receivables related to the engineering agreements related to EEMSHAVEN LNG, TANGO FLNG and EXCALIBUR.
The contract assets mainly relate to the Group's rights to consideration for work completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional.
The contract liabilities primarily relate to invoices issued in respect of vessel income (prepaid hire) and advances charged for planned services. The contract liabilities at the end of 2022 have been recognized in revenue in 2023.
The increase in contract assets and contract liabilities mainly results from the services delivered/to be delivered to the three assets mentioned above.
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Gain on sale of shares of Export LNG | 0 | 315,654 |
| Gain on derecognition Bexco NV | 0 | 3,474 |
| Other | 868 | 515 |
| Gain on disposal | 868 | 319,643 |
In the fourth quarter of 2023 EXMAR sold 26.7% of the shares of ECOS Srl and realized a gain of USD 0.8 million. As a result of the transaction EXMAR owns 33.3% and applies the equity method to its investment as of December 31, 2023.
As a result of the sale of the 100% shares of Export LNG Ltd., the owning company of the TANGO FLNG, in August 2022, EXMAR realized a non-recurring gain of USD 315.7 million. Details of the transaction related assets and liabilities can be found in Note 4 of the consolidated financial statements as of December 31, 2022.
On November 1, 2022 EXMAR obtained control over Bexco NV, consequently realized a gain on the derecognition of the equity accounted investment and includes the company in full in the Group's consolidated financials since that date. The total impact of the acquisition of the remaining 55.09% resulted in a total gain of USD 3.5 million.
| For the period ended December 31, (In thousands of USD) |
2023 | 2022 |
|---|---|---|
| Vessel expenses crew | -33,281 | -28,287 |
| Vessel expenses maintenance | -13,989 | -23,931 |
| Vessel expenses engineering | -203,312 | 0 |
| Vessel expenses insurance | -1,815 | -2,759 |
| Vessel expenses other | -10,716 | -5,144 |
| Vessel expenses | -263,114 | -60,121 |
Vessel expenses are expenses made to operate a vessel and include primarily crew, maintenance, insurance and other related expenses. Vessel expenses exclude depreciations.
The increase in the vessel expenses in 2023 compared to 2022 is mainly the result of the increased expenses in relation to the engineering, procurement and conversion contracts for the TANGO FLNG and EXCALIBUR FSU with completion of conversion works early 2024.
In 2023 EXMAR reports USD 23.3 million of purchases of goods in relation to the rope manufacturing activity at Bexco NV, that became a subsidiary of the Group as from November 1, 2022.
| For the period ended December 31, 2023 (In thousands of USD) |
2022 |
|---|---|
| Administrative expenses -34,480 |
-33,393 |
| Office expenses -1,297 |
-1,386 |
| Travel expenses -3,016 |
-2,488 |
| IT & communication expenses -2,693 |
-2,409 |
| Fees -26,463 |
-26,318 |
| Insurance -1,011 |
-793 |
| Freight charges -1,787 |
-1,740 |
| Non-income based taxes -13,863 |
-2,844 |
| Other expenses -4,675 |
-1,316 |
| General and administrative expenses -54,804 |
-39,293 |
During 2023 administrative expenses increased mainly due to the Marine XII project in Congo, more specific in relation to taxes withheld in relation to the activity in Republic Congo.
Administrative expenses and freight charges for the Bexco activities since their inclusion in the consolidation scope had an impact of USD 5 million on 2023.
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Salaries and wages | -38,954 | -27,492 |
| Social security charges | -6,580 | -4,263 |
| Employee benefit, defined benefit and defined contribution plan | -642 | -577 |
| Personnel expenses | -46,176 | -32,333 |
| At year-end | 2023 | 2022 |
|---|---|---|
| Seagoing | 1,514 | 1,508 |
| Staff | 409 | 418 |
| Number of personnel members | 1,923 | 1,926 |
Salaries and wages increased because of inflation (impact of 11%), the inclusion of Bexco for a full year (in 2022 only 2 months) with an impact of USD 7.4 million and a higher number of engineers and technical employees for amongst others the projects managed by EXMAR Offshore Company.
The number of personnel members represents the effective number of personnel members in service per period end (including the seagoing employees of our equity accounted investees).
A significant part of EXMAR's seagoing personnel is employed on the assets held or operated by EXMAR's equity accounted investees, the related expense is not included in the personnel expenses or crew expenses disclosed above.
| For the period ended December 31, (In thousands of USD) |
2023 | 2022 |
|---|---|---|
| Other Provisions | -24,204 | 0 |
| Non income based taxes | -150 | -24 |
| Other | -2 | -1 |
| Other operating expenses | -24,356 | -25 |
As per December 31, 2023 additional provisions are recorded for a total amount of USD 24,0 million based on management's assessment of potential cash outflows. Additional provisions have been recorded for the former lease arrangement of LNG Carrier EXCEL, obligations under the engineering, procurement and construction contracts for the Marine XII project in Congo and a claim from a foreign tax authority.
Regarding LNGC Excel this vessel was financed through a lease agreement in the UK, which was terminated in August 2013. The UK tax authorities (HMRC) had made inquiries on the tax treatment of the lease and on the right to receive Capital Allowances claimed by the Lessor.
In 2023 the company was informed that recent discussions between the Lessor and HMRC were held, that some closure notices had been received and payments were made by the Lessor.
Updated assessment of the case by EXMAR management led to the recognition of an additional provision under the IFRS rules.
| For the period ended December 31, (In thousands of USD) |
2023 | 2022 |
|---|---|---|
| Interest income on borrowings to equity accounted investees | 1,217 | 1,929 |
| Interest income on cash and cash equivalents | 16,744 | 5,196 |
| Interest income | 17,961 | 7,125 |
| Interest expenses on borrowings | -10,537 | -21,954 |
| Amortisation transaction costs | -402 | 0 |
| Interest expenses | -10,938 | -21,954 |
The interest income on borrowings to equity accounted investees relates to interests charged to the equity accounted investees on the borrowings provided by EXMAR and decreased as a result of lower average outstanding balances. We refer in this respect also to Note 18 Borrowings to equity accounted investees.
Interest income on cash and cash equivalents increased significantly thanks to the higher average short term deposits in 2023 compared to the average in 2022.
Interest expenses relate to EXMAR's borrowings as disclosed in Note 26 Borrowings and the decrease of USD 11.4 million is the combined effect of (i) lower interest expenses in the Infrastructure segment due to the repayment of the NOK bond (USD 3.3 million) (ii) the effective interest correction in 2022 on the pressurized fleet following the exercise of the early buy-out option (USD 5.5 million including USD 3.3 million adjustment of historic interest expenses1 ) (Shipping segment), and (iii) lower margins and early repayment of the Bank Of China loan facility in August 2022 upon the sale of the shares of Export LNG Ltd (USD 2.3 million).
| For the period ended December 31, 2023 (In thousands of USD) |
2022 |
|---|---|
| Realised exchange gains 351 |
2,967 |
| Unrealised exchange gains 756 |
2,418 |
| Dividend income from non-consolidated companies 19 |
18 |
| Equity securities measured at FVTPL 0 |
280 |
| Fair value gain on financial instruments -42 |
934 |
| Premium refund 0 |
2,497 |
| Other 289 |
410 |
| Other finance income 1,373 |
9,525 |
| Realised exchange losses -7,608 |
-6,324 |
| Unrealised exchange losses -1,051 |
-1,236 |
| Amortisation transaction costs 0 |
-7,504 |
| Banking fees -389 |
-2,280 |
| Other -4,467 |
-711 |
| Other finance expenses -13,515 |
-18,055 |
Other finance income decreases with USD 8.2 million and is mainly the result of (i) lower exchange gains compared to 2022, when NOK bond was repaid with positive exchange result and (ii) a refund of USD 2.5 million credit insurance premiums in 2022, because of the early repayment of the Bank of China loan.
Other finance cost decreases with USD 4.5 million in comparison to 2022. The realized exchange losses of 2023 include USD 4.4 million loss on the settlement of EUR-USD short-term swaps (2022: USD 5.6 million).
The amortisation of the transaction costs2 decreased due to the accelerated recognition of the capitalized financing fees on the Bank of China loan and Sequoia credit facility upon the early termination of these loan agreements (see also Note 26 Borrowings). Related to this, EXMAR paid in 2022 a cancellation fee to Sequoia of USD 1.0 million, which primarily explains the decrease in "Banking fees". The Other finance expenses include USD 2.9 million loss following the remeasurement at FVTPL on December 31, 2023 of the shares in Vantage Drilling (see Note 20 Other investments).
1 The USD 3.3 million interest expense adjustment relates to the correction of an error regarding the accounting for sale & lease back transactions dating back to 2019 for four pressurized vessels. We refer to the consolidated financial statements of 2022.
2 In 2022 the amortisation of transaction costs was impacted by the one-off accelerated recognition of the capitalized financing fees on the Bank of China loan and Sequoia credit facility upon the early termination of these loan agreements and was presented in other finance expense. Since 2023 amortisations are reported as interest expenses.
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Taxes current period | -7,675 | -1,717 |
| Prior year adjustments | 111 | -314 |
| Income taxes | -7,563 | -2,030 |
| Deferred income taxes | 3,415 | 958 |
| Income taxes | -4,148 | -1,072 |
| RECONCILIATION | ||
| Result before income tax | 76,156 | 321,419 |
| Tax at domestic tax rate | -25.00% -19,039 |
-25.00% -80,355 |
| Tax impact on share of profit of equity accounted investees | 8,235 | 8,001 |
| Increase/decrease resulting from: | ||
| Effects of tax rates in foreign jurisdictions | 5,214 | -3,807 |
| Non-deductible expenses | -415 | -2,316 |
| Other taxes | -85 | -79 |
| Current year tax losses/ credits for which no deferred tax asset has been recognised | 2,270 | -112 |
| Use of tax credits, tax losses carried forward, for which no DTA was recognised before |
2,655 | 389 |
| Unused tax losses under the Belgian tonnage tax regime | -2,617 | -1,472 |
| Tax exempt income | -478 | 78,993 |
| Adjustments in respect of prior years | 111 | -316 |
| Reconciliation of the effective tax rate (1) | -5.4% -4,148 |
-0.3% -1,072 |
1. The effective tax rate calculated as tax expense over result before income tax corrected for the share of profit for equity method investees amounts to 9.4% (2022: 0.4%).
The tax exempt income in 2022 related primarily to the gain on disposal of 100% of the shares of Export LNG.
| Note 13 - Vessels and barges | ||
|---|---|---|
| (In thousands of USD) | Under construction |
|||
|---|---|---|---|---|
| Cost | Shipping | Infrastructure | - advance payments |
Total |
| Balance as per January 1, 2022 | 291,208 | 488,688 | 0 | 779,896 |
| Changes during the financial year | ||||
| Acquisitions | 5,656 | 14,212 | 0 | 19,867 |
| Increase through share deal | 0 | 39,860 | 0 | 39,860 |
| Disposals | 0 | -300,053 | 0 | -300,053 |
| Reclassification | 34 | -713 | 0 | -679 |
| Balance as per December 31, 2022 | 296,898 | 241,993 | 0 | 538,891 |
| Balance as per January 1, 2023 (1) | 276,542 | 241,993 | 0 | 518,535 |
| Changes during the financial year | ||||
| Acquisitions | 1,368 | 2,850 | 0 | 4,218 |
| Disposals | 0 | -7,714 | 0 | -7,714 |
| Early buy out option | 4,532 | 0 | 0 | 4,532 |
| Balance as per December 31, 2023 | 282,443 | 237,130 | 0 | 519,572 |
| Depreciations and impairment losses | ||||
| Balance as per January 1, 2022 | 45,322 | 86,139 | 0 | 131,461 |
| Changes during the financial year | ||||
| Depreciations | 19,837 | 11,801 | 0 | 31,638 |
| Impairments | 0 | -18,300 | 0 | -18,300 |
| Disposals | 0 | -43,874 | 0 | -43,874 |
| Balance as per December 31, 2022 | 65,159 | 35,766 | 0 | 100,925 |
| Balance as per January 1, 2023 (1) | 44,804 | 35,766 | 0 | 80,570 |
| Changes during the financial year | ||||
| Depreciations | 20,357 | 10,231 | 0 | 30,588 |
| Disposals | 0 | -7,332 | 0 | -7,332 |
| Balance as per December 31, 2023 | 65,160 | 38,665 | 0 | 103,826 |
| Net book value | ||||
| Net book value as per December 31, 2022 | 231,739 | 206,227 | 0 | 437,966 |
| Net book value as per December 31, 2023 | 217,283 | 198,464 | 0 | 415,747 |
1. Opening balance has been restated by USD 20.4 million in both acquisition value and accumulated depreciations. This restatement relates to netting of assets capitalized and fully depreciated as per December 31, 2022.
In 2023 and 2022, the acquisitions relate to capitalized dry dock expenses for vessels in the Shipping and Infrastructure segments. The cost of vessels increased in 2023 as a result of the lifting of early buy out options for 3 pressurized vessels.
In 2022, EXMAR, Infrastructure segment, acquired the EXCALIBUR vessel through a share deal and disposed the floating liquefaction unit TANGO FLNG.
The vessels are pledged as a security for the related underlying liabilities. We refer to Note 26 Borrowings for more information in respect of these underlying liabilities.
For the wholly-owned fleet, internal and external triggers are evaluated which indicate that the carrying value of the fleet should be tested for impairment. The carrying amount of the fleet is compared to the recoverable amount, which is the higher of the fair value less cost to sell and the value in use.
The fair value less costs to sell is based upon the average fair market value as determined by two independent ship brokers or recent market transactions of comparable assets. This market value is corrected with an average brokerage commission to be paid when a vessel is sold. The value in use is based upon the estimated future cash flows discounted to their present value and reflecting current market assessments relating to freight rate estimates, employment, and operating expenses. The value in use model also includes assumptions taken amongst others with respect to future hire paid, contract duration and number of months' interval between two contracts. The operating cash flows are based on internal information and a sensitivity analysis is performed on each assumption. The discounted cash flow model used by management includes estimated cash flows for the remaining lifetime of the wholly owned fleet. Three-year cash flow forecasts are estimated by management based upon the past experience as well as current market expectations regarding volumes and freight rates going forward. Freight rates as well as operating expenses subsequent to this three-year period are expected to change in line with estimated inflation afterwards. The discount rate used is a weighted average cost of capital of 7.6% for the Shipping LPG segment (2022: 7.6%), 9.0% for the Shipping LNG segment (2022: 9.5%) and 11.8% for the Infrastructure segment (2022: 11.0%).
For vessels under joint venture ownership, impairment triggers are evaluated in the same way as for the whollyowned fleet. We refer to Note 16 Investments in equity accounted investees in this respect.
In 2023, EXMAR did not record a change in impairments. In 2022, an impairment charge of USD 18.3 million was reversed for the FSRU EEMSHAVEN LNG, former FSRU S188, based on two independent broker reports.
| Note 14 - Other property, plant and equipment | ||
|---|---|---|
| -- | ----------------------------------------------- | -- |
| (In thousands of USD) Cost |
Land and buildings |
Machinery and equipment |
Furniture and movables |
Total |
|---|---|---|---|---|
| Balance as per January 1, 2022 | 3,981 | 959 | 3,464 | 8,404 |
| Changes during the financial year | ||||
| Acquisitions | 49 | 184 | 321 | 554 |
| Increase through business combinations | 7,206 | 5,815 | 48 | 13,069 |
| Disposals | 0 | 12 | -369 | -356 |
| Exchange differences | -156 | 50 | -98 | -203 |
| Balance as per December 31, 2022 | 11,081 | 7,020 | 3,366 | 21,467 |
| Balance as per January 1, 2023 (1) | 11,081 | 7,020 | 3,366 | 21,467 |
| Changes during the financial year | ||||
| Acquisitions | 339 | 1,466 | 536 | 2,340 |
| Transfers | 167 | -192 | -55 | -79 |
| Disposals | -15 | -351 | -219 | -584 |
| Exchange differences | 410 | 247 | 3 | 661 |
| Balance as per December 31, 2023 | 11,982 | 8,190 | 3,632 | 23,804 |
| Depreciations and impairment losses | ||||
| Balance as per January 1, 2022 | 3,331 | 892 | 2,908 | 7,131 |
| Changes during the financial year | ||||
| Depreciations | 64 | 170 | 214 | 448 |
| Disposals | 0 | -14 | -356 | -370 |
| Exchange differences | -194 | -21 | -84 | -298 |
| Balance as per December 31, 2022 | 3,202 | 1,027 | 2,681 | 6,910 |
| Balance as per January 1, 2023 (1) | 3,202 | 1,027 | 2,681 | 6,910 |
| Changes during the financial year | ||||
| Depreciations | 289 | 822 | 274 | 1,385 |
| Disposals | -15 | -349 | -205 | -569 |
| Exchange differences | 124 | 94 | -110 | 108 |
| Balance as per December 31, 2023 | 3,600 | 1,594 | 2,640 | 7,834 |
| Net book value | ||||
| Net book value as per December 31, 2022 | 7,879 | 5,993 | 684 | 14,556 |
| Net book value as per December 31, 2023 | 8,383 | 6,596 | 992 | 15,970 |
In 2023 acquisitions count for USD 2.3 million and relate mainly to machinery and equipment. The increase in net book value during 2022 of USD 13 million mainly relates to the acquisition of Bexco NV as a 100% subsidiary.
The Group has initially applied IFRS 16 from January 1, 2019. IFRS 16 introduced a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments (we refer to Note 26 Borrowings in respect of right-of-use lease liabilities).
| (In thousands of USD) COST |
Property | IT equipment | Total |
|---|---|---|---|
| Balance as per January 1, 2022 | 8,675 | 446 | 9,121 |
| Changes during the financial year | |||
| Additions | -25 | 791 | 766 |
| Increase through business combinations | 5,609 | 0 | 5,609 |
| Terminations | -241 | -71 | -312 |
| Exchange differences | -178 | -15 | -194 |
| Contract re-measurement/contract modification | 162 | -1 | 161 |
| Balance as per December 31, 2022 | 14,002 | 1,151 | 15,152 |
| Balance as per January 1, 2023 | 14,002 | 1,151 | 15,152 |
| Changes during the financial year | |||
| Additions | 854 | 0 | 854 |
| Increase through business combinations | -198 | 0 | -198 |
| Terminations | -670 | -317 | -987 |
| Exchange differences | 312 | 0 | 312 |
| Contract re-measurement/contract modification | -86 | -14 | -100 |
| Balance as per December 31, 2023 | 14,214 | 821 | 15,033 |
| DEPRECIATIONS AND IMPAIRMENT LOSSES | |||
| Balance as per January 1, 2022 | 2,848 | 273 | 3,121 |
| Changes during the financial year | |||
| Depreciations | 1,294 | 194 | 1,489 |
| Terminations | -241 | -71 | -312 |
| Exchange differences | -43 | -13 | -56 |
| Balance as per December 31, 2022 | 3,858 | 384 | 4,242 |
| Balance as per January 1, 2023 | 3,858 | 384 | 4,242 |
| Changes during the financial year | |||
| Depreciations | 1,599 | 234 | 1,833 |
| Terminations | -193 | -317 | -510 |
| Exchange differences | -203 | 10 | -193 |
| Balance as per December 31, 2023 | 5,062 | 310 | 5,373 |
| NET BOOK VALUE | |||
| Net book value as per December 31, 2022 | 10,143 | 768 | 10,910 |
| Net book value as per December 31, 2023 | 9,152 | 510 | 9,661 |
The decrease in the net book value of the right-of-use assets by USD 1.3 million in 2023 is primarily due to depreciations of the year.
The change in investments in equity accounted investees can be detailed as follows:
| (In thousands of USD) | 2023 | 2022 | |
|---|---|---|---|
| Balance as per January 1 | 107,082 | 86,760 | |
| Changes during the period: | |||
| Share in profit/(loss) | 32,136 | 32,007 | |
| Increase (Decrease) through business combinations and other share deals | 154 | -11,552 | |
| Dividends | -1,772 | -2,079 | |
| Exchange differences | -59 | -305 | |
| Changes in other comprehensive income equity accounted investees | -2,155 | 2,249 | |
| Other | 2 | 2 | |
| Balance as per December 31 | 135,388 | 107,082 |
The share in the profit of equity accounted investees of USD 32.2 million in 2023 is primarily due to the contribution of the SEAPEAK LPG joint ventures, and is in line with 2022 (USD 32.0 million)
In 2023 EXMAR sold 26.7% of its investment in Ecos Srl, an Italian based Ship management Company. As a result of the transaction EXMAR reduced its share in the company from 60% to 33.3% and reports Ecos Srl, as from December 31, 2023, as an equity accounted investee.
During 2022, EXMAR acquired the remaining shares of Bexco NV and Solaia Shipping LLC of respectively 55.1% and 50.0%. Consequently, these entities are no longer equity accounted investees and are fully consolidated since the date of obtaining control.
EXMAR has provided guarantees to financial institutions that granted credit facilities to its equity accounted investees. As of December 31, 2023 an amount of USD 475.2 million (December 2022: USD 541.6 million) was outstanding under such loan agreements, of which EXMAR has guaranteed USD 237.6 million (2022: USD 270.8 million). EXMAR did not incur material contingent liabilities versus its equity accounted investees. No other commitments than the aforementioned guarantees are provided by EXMAR to its equity accounted investees.
Following regulatory requirements or borrowing arrangements, our joint ventures or associates may be restricted to make cash distributions such as dividend payments or repayments of shareholder loans. Under the borrowing arrangements our joint ventures or associates may only make a distribution if no event of default or no breach of any covenant would result from such distribution. Under corporate law, dividend distributions are restricted if the net assets would be less than the amount of paid up capital plus any reserves that cannot be distributed.
For the fleet under joint-venture ownership, impairment triggers are evaluated in the same way as for the whollyowned fleet. We refer to Note 13 Vessels and barges for more information in this respect. There were no changes of impairment losses on the vessels recorded in the profit of the equity accounted investees.
EXMAR has no liabilities towards its equity accounted investees and has the following assets:
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Investments in equity accounted investees: | ||
| Joint ventures | 134,776 | 106,625 |
| Associates | 612 | 457 |
| Borrowings to equity accounted investees: | ||
| Long-term - Gross | 2,047 | 1,051 |
| Long-term - Impairment | -2,047 | -1,051 |
| Short-term (or current portion of long-term) - Gross | 11,597 | 10,398 |
| Short-term (or current portion of long-term) - Impairment | 0 | -3,398 |
| Trade and other receivables (see also Note 34 Related parties) | ||
| Gross balance | 12,858 | 10,977 |
| Impairment | -4,607 | -6,903 |
| Total | 155,236 | 118,157 |
The investments at year-end 2023 can be detailed as follows:
| Joint ventures | Segment | JV partner | Description activities |
|---|---|---|---|
| Estrela Ltd | Infrastructure | ASS | Owner of the accommodation barge NUNCE |
| EXMAR Gas Shipping Ltd | Shipping | SEAPEAK | Previously owner of the midsize vessel TOURAINE-inactive company |
| EXMAR LPG BV | Shipping | SEAPEAK | Holding company for EXMAR-Seapeak activities |
| EXMAR Shipping BV | Shipping | SEAPEAK | Owner of 17 midsize carriers and 1 VLGC, of which five carriers under finance lease |
| Good Investment Ltd | Shipping | SEAPEAK | Previously time-charter agreement of the VLGC BW TOKYO, inactive since 2023 |
| Monteriggioni Inc | Shipping | MOL | Owner of the LNG carrier EXCEL which was sold during 2017 - inactive company |
| Associates | Segment | Ownership% | Description activities |
| Ecos Srl | Supporting services |
33.30% | Ship Management and operational services |
| Marpos NV | Supporting services |
45.00% | Provides waste solutions for maritime industry |
| Electra Offshore Ltd | Infrastructure | 40.00% | Owner of the accommodation barge WARIBOKO |
| Exview Hong Kong Ltd | Infrastructure | 40.00% | Bareboat owner of the accommodation barge WARIBOKO |
| Springmarine Nigeria Ltd | Infrastructure | 40.00% | Time-charter agreement for the accommodation barge WARIBOKO |
During 2023, the Group lost control of Ecos Srl following the sale of shares reducing its share in the share capital of the company to 33.3% and this entity is since December 31, 2023 equity accounted.
In 2023, the Group reversed partially the impairment of the trade and other receivables on its equity accounted investees, Exview Hong Kong Ltd and Electra Offshore Ltd.
| (In thousands of USD) | Joint ventures | Associates | |||||
|---|---|---|---|---|---|---|---|
| JV partner | Seapeak | MOL | ASS | ||||
| Ownership percentage | 50% | 50% | 50% | 33% | 45% | 40% | |
| Entity | Total Seapeak |
Monte riggioni |
Estrela Ltd | ECOS | Marpos | Total Wariboko companies |
TOTAL |
| Non current assets | 611,355 | 0 | 9,543 | 157 | 405 | 1,392 | 622,852 |
| Current assets | 123,626 | 4,881 | 6,835 | 4,961 | 1,269 | 15,318 | 156,890 |
| of which cash and cash equivalents | 106,993 | 4,881 | 6,821 | 2,036 | 841 | 1,446 | 123,019 |
| Non current liabilities | 392,404 | 4,794 | 0 | 152 | 0 | 13,070 | 410,420 |
| of which bank borrowings | 342,907 | 0 | 0 | 0 | 0 | 0 | 342,907 |
| of which finance leases | 43,985 | 0 | 0 | 152 | 0 | 0 | 44,137 |
| of which other borrowings | 0 | 0 | 0 | 0 | 0 | 4,715 | 4,715 |
| Current liabilities | 94,708 | 48 | 2,132 | 4,722 | 500 | 29,650 | 131,761 |
| of which bank borrowings | 32,378 | 0 | 0 | 0 | 0 | 0 | 32,378 |
| of which finance leases | 36,707 | 0 | 0 | 7 | 0 | 0 | 36,714 |
| of which other borrowings | 0 | 0 | 0 | 0 | 0 | 9,848 | 9,848 |
| 0 | 0 | ||||||
| Revenue | 182,109 | 0 | 10,225 | 0 | 2,479 | 0 | 194,813 |
| Depreciation and amortization | 54,782 | 0 | 1,867 | 0 | 77 | 1,587 | 58,313 |
| Impairment (reversal) | 0 | 0 | 0 | 0 | 0 | -2,230 | -2,230 |
| Interest income | 9,334 | 158 | 0 | 0 | 0 | 0 | 9,492 |
| Interest expense | 35,993 | 0 | 0 | 0 | 6 | 1,198 | 37,197 |
| Income tax expense | 525 | 0 | 0 | 0 | 156 | 0 | 681 |
| Profit or (loss) from continuing operations |
62,069 | 62 | 1,743 | 0 | 442 | -9,539 | 54,777 |
| Other comprehensive income | -4,310 | 0 | 0 | 0 | 0 | 0 | -4,310 |
| Total comprehensive income | 57,759 | 62 | 1,743 | 0 | 442 | -9,539 | 50,467 |
| 0 | |||||||
| Net assets (100%) | 255,269 | 39 | 14,246 | 244 | 1,174 | -17,656 | 253,316 |
| EXMAR share in net assets | 127,635 | 20 | 7,123 | 81 | 528 | -7,062 | 128,324 |
| Share in net assets of equity accounted investees on January 1, 2023 |
98,751 | -8 | 7,882 | 0 | 457 | -1,961 | 105,121 |
| Share in total comprehensive income | 28,880 | 31 | 872 | 0 | 199 | 0 | 29,981 |
| Increase (Decrease) through business combinations and other share deals |
0 | 0 | 0 | 154 | 0 | 0 | 154 |
| Dividends | 0 | 0 | -1,630 | 0 | -142 | 0 | -1,772 |
| Foreign currency translation differences | 0 | 0 | 0 | -73 | 14 | 0 | -59 |
| Other | 3 | -4 | 0 | 3 | 0 | 2 | |
| Share in net assets of equity accounted investees on December 31, 2023 |
127,634 | 19 | 7,123 | 84 | 528 | -1,961 | 133,427 |
| Netting negative equity and impairment |
0 | 0 | 0 | 0 | 0 | 1,961 | 1,961 |
| Share in net assets of equity accounted investees on December 31, 2023, after netting negative equity |
127,634 | 19 | 7,123 | 84 | 528 | 0 | 135,388 |
| (In thousands of USD) | Joint ventures | Associates | ||||||
|---|---|---|---|---|---|---|---|---|
| JV partner | Seapeak | MOL | Seapeak | ASS | ||||
| Ownership percentage | 50% | 50% | 50% | 50% | 45% | 45% | 40% | |
| Entity | Total Seapeak |
Monte riggioni |
Solaia Shipping |
Estrela Ltd |
BEXCO | Marpos | Total Wariboko companies |
TOTAL |
| MONTER | SOLAIALLC | ESTR | BEXCO | Marp | ||||
| Non current assets | 613,933 | 0 | 0 | 11,410 | 0 | 404 | 2,675 | 628,422 |
| Current assets | 48,672 | 4,725 | 0 | 4,962 | 0 | 1,207 | 14,852 | 74,418 |
| of which cash and cash equivalents | 37,665 | 4,725 | 0 | 4,932 | 0 | 657 | 57 | 48,036 |
| Non current liabilities | 355,773 | 4,693 | 0 | 0 | 0 | 0 | 8,445 | 368,911 |
| of which bank borrowings | 340,515 | 0 | 0 | 0 | 0 | 0 | 0 | 340,515 |
| of which finance leases | 2,958 | 0 | 0 | 0 | 0 | 0 | 0 | 2,958 |
| of which other borrowings | 0 | 0 | 0 | 0 | 0 | 0 | 2,225 | 2,225 |
| Current liabilities | 161,607 | 56 | 0 | 609 | 0 | 595 | 28,794 | 191,661 |
| of which bank borrowings | 4,033 | 0 | 0 | 0 | 0 | 0 | 0 | 4,033 |
| of which finance leases | 103,249 | 0 | 0 | 0 | 0 | 0 | 0 | 103,249 |
| of which other borrowings | 0 | 0 | 0 | 0 | 0 | 0 | 14,190 | 14,190 |
| 0 | 0 | |||||||
| Revenue | 172,129 | 0 | 0 | 10,220 | 17,471 | 2,254 | 0 | 202,074 |
| Depreciation and amortization | 52,754 | 0 | 2,941 | 1,751 | 661 | 71 | 1,933 | 60,111 |
| Impairment (reversal) | -7,950 | 0 | -10,000 | 0 | 17 | 0 | 482 | -17,451 |
| Interest income | 1,034 | 34 | 19 | 0 | 0 | 0 | 0 | 1,087 |
| Interest expense | 22,515 | 0 | 581 | 0 | 100 | 7 | 1,198 | 24,401 |
| Income tax expense | 12 | 0 | 0 | 0 | 2 | 145 | 0 | 159 |
| Profit or (loss) from continuing operations |
62,978 | -4 | -1,126 | 1,626 | 187 | 413 | -9,853 | 54,221 |
| Other comprehensive income | 4,498 | 0 | 0 | 0 | 0 | 0 | 4,498 | |
| Total comprehensive income | 67,476 | -4 | -1,126 | 1,626 | 187 | 413 | -9,853 | 58,719 |
| 0 | ||||||||
| Net assets (100%) | 197,525 | -24 | 0 | 15,763 | 0 | 1,016 | -13,492 | 200,788 |
| EXMAR share in net assets | 98,763 | -12 | 0 | 7,882 | 0 | 457 | -5,397 | 101,692 |
| Share in net assets of equity accounted investees on January 1, 2022 |
65,025 | -10 | 7,736 | 8,650 | 4,930 | 439 | -1,961 | 84,809 |
| Share in total comprehensive income | 33,738 | -2 | -563 | 813 | 84 | 186 | 0 | 34,256 |
| Decrease through business combinations |
0 | 0 | -7,173 | 0 | -4,379 | 0 | 0 | -11,552 |
| Dividends | 0 | 0 | 0 | -1,581 | -337 | -161 | 0 | -2,079 |
| Foreign currency translation differences |
0 | 0 | 0 | 0 | -298 | -7 | 0 | -305 |
| Other | 0 | 4 | 0 | 0 | 0 | 0 | 0 | 4 |
| Share in net assets of equity accounted investees on December 31, 2022 |
98,763 | -8 | 0 | 7,882 | 0 | 457 | -1,961 | 105,133 |
| Netting negative equity and impairment |
0 | 0 | 0 | 0 | 0 | 0 | 1,961 | 1,961 |
| Share in net assets of equity accounted investees on December 31, 2022, after netting negative equity |
98,751 | -8 | 0 | 7,882 | 0 | 457 | 0 | 107,082 |
| (In thousands of USD) | Shipping | Infrastructure | Supporting services |
Total |
|---|---|---|---|---|
| As per January 1, 2022 | 32,260 | 7,907 | 0 | 40,167 |
| New loans and borrowings | 20,000 | 21,085 | 0 | 41,085 |
| Elimination after share deal ¹ | 0 | -20,195 | 0 | -20,195 |
| Accrued interest | 0 | 2,491 | 0 | 2,491 |
| Repayments | -52,260 | 0 | 0 | -52,260 |
| Write-off | 0 | -4,288 | 0 | -4,288 |
| As per December 31, 2022 | 0 | 7,000 | 0 | 7,000 |
| More than 1 year - Note 17 | 0 | 0 | 0 | 0 |
| Less than 1 year - Note 17 | 0 | 7,000 | 0 | 7,000 |
| As per January 1, 2023 | 0 | 7,000 | 0 | 7,000 |
| New loans and borrowings | 0 | 996 | 0 | 996 |
| Accrued interest | 0 | 1,198 | 0 | 1,198 |
| Impairment (reversal) | 0 | 2,402 | 0 | 2,402 |
| Foreign currency translation differences | 0 | 1 | 0 | 1 |
| As per December 31, 2023 | 0 | 11,597 | 0 | 11,597 |
| More than 1 year - Note 17 | 0 | 0 | 0 | 0 |
| Less than 1 year - Note 17 | 0 | 11,597 | 0 | 11,597 |
1. During 2022, EXMAR granted a new loan to Solaia Shipping LLC, which at that time was still an equity accounted investee. Upon obtaining 100% of the shares and control of this entity, this intra group loan is eliminated.
The activities and assets of certain of our equity accounted investees are financed through shareholder borrowings made by the Company to the respective equity accounted investees. Such borrowings granted are in substance part of the net investment in an associate or joint venture and any expected credit losses are accounted for before allocating negative net assets. During 2023, EXMAR reversed impairment losses for USD 2.4 million and did not allocate any negative net assets.
EXMAR Netherlands BV has granted a loan to Electra Offshore Ltd in 2016. The loan is repaid based on availability of cash and accumulates interest. The interest rate applicable on the loan is a fixed percentage of 12.0%. During 2023, the accrued interests were added to the outstanding loan balance and collectability was re-assessed. The balance has been adjusted to its expected recoverable amount, which is the fair value of the pledge on the underlying asset.
Current tax assets and liabilities
| December 31 | ||
|---|---|---|
| (In thousands of USD) | 2023 | 2022 |
| Current tax assets | 5,900 | 1,185 |
| Current tax liabilities | 3,544 | 2,873 |
| December 31, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| (In thousands of USD) | Assets | Liabilities | Assets | Liabilities |
| Other tangible assets | 3,096 | 2,597 | 0 | 2,618 |
| Employee benefits | 170 | 0 | 566 | 0 |
| Financial instruments | 0 | 138 | 0 | 143 |
| Tax losses | 1,333 | 0 | 1,071 | 0 |
| Other | 0 | 291 | 0 | 221 |
| Deferred tax assets / liabilities | 4,599 | 3,026 | 1,637 | 2,982 |
| Tax assets not recognised | -170 | 0 | -566 | 0 |
| Deferred tax assets and liabilities recognized | 4,429 | 3,026 | 1,071 | 2,982 |
| Deductible temporary differences | 170 | 566 | ||
| Unused tax losses and investment tax credits | 61,061 | 62,596 | ||
| Deferred tax assets/ liabilities not recognised | 61,232 | 0 | 63,162 | 0 |
The increase of deferred taxed in 2023 is mainly driven by the recognition at Group level of the deferred tax balances in EXMAR Offshore Cy for which future taxable profits are expected.
Our equity accounted investees have limited temporary differences. Deferred tax assets on tax losses at our joint ventures and equity accounted investees amounted to USD 0.7 million end 2023 (2022: USD 0.9 million) for their share, but have not been recognized. Amounts have not been included in the above overview.
Tax assets are not recognised if it is not probable that future taxable profits will be available against which the group can use the benefits therefrom or because the future taxable profits cannot be measured on a reliable basis.
The majority of the tax losses and investment tax credits do not expire in time.
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Unquoted shares | 37,227 | 795 |
| Quoted shares | 701 | 1,054 |
| Equity securities - FVTPL | 37,928 | 1,849 |
The unquoted shares include 149 shares of Sibelco, acquired in 2014, and 1,530,833 shares, representing approximately 11,5% of total shares, acquired in 2023 in Vantage Drilling International Company (Vantage) for USD 39.1 million. Vantage is listed on OTCMKTS and valued USD 36.2 million at year end 2023.
The quoted shares include 116,338 shares of Frontera Energy Corporation quoted at CAD 7.97 on December 31, 2023 (December 31, 2022: CAD 12.27).
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Raw materials and supplies | 7,248 | 3,346 |
| Work in progress | 4,868 | 3,699 |
| Goods purchased for resale | 183 | 139 |
| Advance payments | 1,829 | 561 |
| Finished goods | 1,006 | 1,472 |
| Inventories | 15,134 | 9,217 |
Bexco NV, a manufacturer of precision-engineered synthetic mooring, towing and lifting ropes for offshore, marine and industrial applications has an increased inventory position in December 2023 compared to 2022 as a result of the inventory built for the delivery of a large deeprope project in the first quarter of 2024, representing USD 5 million. Additionally, in relation to the start of production in February 2024 for another deeprope project raw materials were purchased in 2023, representing USD 3 million, to anticipate expected price increases.
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Trade receivables (including contract assets)-Gross | 83,753 | 56,031 |
| Impairment trade receivables | -8,514 | -8,944 |
| Cash guarantees | 169 | 175 |
| Other receivables | 15,186 | 14,539 |
| Deferred charges and accrued income | 6,789 | 5,289 |
| Balance as per December 31 | 97,384 | 67,089 |
| Of which financial assets (Note 30) | 87,943 | 59,778 |
The increase in the trade and other receivables in 2023 is primarily the result of the outstanding receivables related to the hire and engineering services for customers in US and Marine XII project in Congo in relation conversion of Tango and Excalibur.
The contract assets included in the table above amounted to USD 25.5 million for the period ended December 31, 2023.
Deferred charges comprise expenses already invoiced relating to the next accounting year, e.g. hire, insurances, commissions, bunkers, prepaid credit facility costs. Accrued income comprises un-invoiced revenue related to the current accounting period such as interests.
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Bank | 176,702 | 51,320 |
| Cash in hand | 5 | 17 |
| Short-term deposits | 223 | 468,216 |
| Balance as per December 31 | 176,930 | 519,553 |
We refer to the consolidated statement of cash flows for a detailed analysis of the cash movements.
| Number of ordinary shares | 2023 | 2022 |
|---|---|---|
| Issued shares as per January 1 | 59,500,000 | 59,500,000 |
| Issued shares as per December 31 - paid in full | 59,500,000 | 59,500,000 |
The issued shares have no nominal value. The holders of ordinary shares are entitled to dividends and are entitled to one vote per share during the General Meeting of Shareholders of the Company.
As authorized by the Extraordinary General Meeting held on September 11, 2020, the Board of Directors of EXMAR may, for a period of five years expiring in September 2025, within certain legal limits and conditions, increase the capital of EXMAR NV by a maximum amount of USD 12.0 million.
With respect to the financial year 2023, the Board of Directors proposes a dividend payment of (gross) EUR 0.40 per share and the distribution of (gross) EUR 0.38 share premium to the owners of ordinary shares. This dividend Both payments are subject to approval by the General Meeting of Shareholders of May 21, 2024 and have therefore not been included as a liability in EXMAR's consolidated financial statements prepared under IFRS. The financial year 2023 dividend and share premium distribution, based on the number of shares issued, excluding treasury shares, is (gross) EUR 44.9 million or a total payment of USD 49.6 million.
On October 30, 2023 a Special General Meeting of Shareholders approved the payment of an intermediate dividend of gross EUR 4.40 per share and the distribution from the available share premium of gross EUR 1.0 per share or a total gross payment of EUR 310.7 million or USD 329.4 million.
On May 16, 2023, the General Meeting of Shareholders approved a gross dividend of EUR 1 per share or a total gross dividend of EUR 57.4 million or USD 62.4 million.
The reserve for treasury shares comprises the cost of the Company's shares held by the Group.
| 2023 | 2022 | |
|---|---|---|
| Number of treasury shares held as of December 31 | 1,956,013 | 2,273,263 |
| Book value of treasury shares held (in thousands USD) | 38,160 | 44,349 |
| Average cost price per share (in EUR) - historical value | 14.1507 | 14.1507 |
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of Group's subsidiaries which have a functional currency different than the USD reporting currency and the direct recognition of the translation of the net intra group investment in a foreign operation (expressed in Argentinian peso) which is since 2022 recorded in Other comprehensive income. The balance in the translation reserve is mainly impacted by the appreciation or depreciation of the EUR to the USD.
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to the hedged transactions that have not yet occurred.
In certain of our equity accounted investees, interest rate swaps (IRS) contracts have been closed to cover their exposure on variable interest rates.
| 2023 | 2022 | |
|---|---|---|
| Result for the period, attributable to owners of the Company (in thousands USD) | 71,972 | 320,317 |
| Issued ordinary shares as per December 31 | 59,500,000 | 59,500,000 |
| Effect of treasury shares | -1,956,013 | -2,273,263 |
| Weighted average number of ordinary shares as per December 31 | 57,415,904 | 57,226,737 |
| Basic earnings per share in USD | 1.25 | 0.01 |
| 2023 | 2022 | |
| Result for the period, attributable to owners of the Company (in thousands USD) | 71,972 | 320,317,483 |
| Weighted average number of ordinary shares as per December 31 | 57,415,904 | 57,226,737 |
| Dilution effect of share based compensation | 62,725 | 0 |
| Weighted average number of ordinary shares including options | 57,478,629 | 57,226,737 |
Plan 10 is included in the dilution effect. As of April 2023 the share options were in the money and diluted the earnings per share.
In 2023 a total of 317,250 options of plan 10 were exercised at a price of 9.62 EUR per share. No share options remained at December 31, 2023.
| (In thousands of USD) | Bank loans | Other loans | Lease liabilities ROU assets |
Total |
|---|---|---|---|---|
| As of 1 January 2022 | 319,724 | 98,983 | 6,105 | 424,812 |
| New loans and borrowings | 0 | 50,014 | 766 | 50,780 |
| Increase through business combinations | 15,319 | 0 | 4,864 | 20,184 |
| Repayments | -163,700 | -116,119 | -1,476 | -281,294 |
| Transfers | 7,551 | -8,710 | 0 | -1,160 |
| Loan forgiveness | 0 | -1,193 | 0 | -1,193 |
| Amortized transaction costs | 5,877 | 1,627 | 0 | 7,504 |
| Exchange differences | 8 | -4,791 | -157 | -4,940 |
| Accrued interest payable | -1,387 | -619 | 0 | -2,006 |
| Contract re-measurement/ contract modification | 5,498 | 0 | 162 | 5,660 |
| As of 31 December 2022 | 188,891 | 19,192 | 10,264 | 218,347 |
| More than 1 year | 139,522 | 19,177 | 8,849 | 167,548 |
| Less than 1 year | 49,369 | 16 | 1,415 | 50,800 |
| As of 31 December 2022 | 188,891 | 19,192 | 10,264 | 218,347 |
| Shipping segment | 178,090 | 19,178 | 664 | 197,932 |
| Infrastructure segment | 10,005 | 0 | 2,486 | 12,491 |
| Supporting services segment | 796 | 15 | 7,114 | 7,925 |
| As of 31 December 2022 | 188,891 | 19,192 | 10,264 | 218,347 |
| As of 1 January 2023 | 188,891 | 19,192 | 10,264 | 218,347 |
| New loans | 100,930 | -23 | 805 | 101,712 |
| Derecognition upon sale of shares | 0 | 0 | -164 | -164 |
| Repayments | -56,869 | -1,520 | -2,283 | -60,672 |
| Transfers | 13,981 | -9,447 | 0 | 4,533 |
| Amortized transaction costs | 339 | 64 | 0 | 403 |
| Exchange differences | 174 | 0 | 296 | 469 |
| Accrued interest payable | 180 | 398 | 0 | 579 |
| Contract re-measurement/ contract modification | 0 | 0 | 104 | 104 |
| As of 31 December 2023 | 247,626 | 8,664 | 9,022 | 265,312 |
| More than 1 year | 206,878 | 5,531 | 7,423 | 219,831 |
| Less than 1 year | 40,748 | 3,133 | 1,599 | 45,480 |
| As of 31 December 2023 | 247,626 | 8,664 | 9,022 | 265,311 |
| Shipping segment | 145,773 | 8,648 | 472 | 154,894 |
| Infrastructure segment | 94,746 | 0 | 2,029 | 96,775 |
| Supporting services segment | 7,106 | 15 | 6,520 | 13,642 |
| As of 31 December 2023 | 247,626 | 8,664 | 9,022 | 265,311 |
The bank loans mainly relate to:
In 2021, the Group obtained USD 144.0 million financing for the two VLGC's: FLANDERS INNOVATION (USD 72.0 million) and FLANDERS PIONEER (also USD 72.0 million) maturing in fifteen years. The weighted average interest rate implicit in these loans amounts to 5.61%. EXMAR NV has guaranteed the underlying obligations.
In the last quarter of 2018 and in April 2019, EXMAR refinanced respectively six and four of its LPG pressurized fleet vessels through a JOLCO (Japanese Operating Lease with Call Option) structure. The loans are repayable in quarterly tranches and the applicable interest percentage amounts to three-month SOFR plus 2.4%. The last repayment is foreseen in December 2025. The equity part of the JOLCO financing is presented in "Other Loans" (see below).
In 2022 and 2023 EXMAR exercised the early buy out options of 7 vessels and paid in 2023 USD 41.1 million for 5 pressurized vessels. For the two vessels for which the early buy out option was exercised before December 31, 2023 with payment in 2024, management has transferred the related outstanding equity part of these vessels to "bank loans" (USD 9.4 million) and presented the expected payable amount as short-term (USD 14.0 million).
All obligations of the borrower are guaranteed by EXMAR NV ("guarantor").
The amended syndicated bank loan of EXMAR's subsidiary Solaia Shipping LLC (December 2022: USD 10.0 million), that dated from December 2021, was repaid in 2023.
Bexco NV has additional loans of EUR 6.2 million in 2023. Total outstanding loans as per December 31, 2023 amounted to USD 7.1 million.
End 2023 EXMAR Energy Netherlands BV (a 100% subsidiary of EXMAR NV) signed a facility agreement of USD 96 million with ABN AMRO Bank N.V., Belfius Bank NV/SA, BNP PARIBAS FORTIS NV/SA and KBC BANK NV for the financing of FSRU EEMSHAVEN and maturing August 16, 2027. The facility agreement has an interest rate of SOFR 3 months plus 2.16%. The facility agreement is repayable in seven semi-annually tranches and a balloon at termination date.
All obligations of the borrower are guaranteed by EXMAR NV ("guarantor").
The other loans comprise the outstanding equity part of the JOLCO (Japanese Operating Lease with Call Option) financing. At December 31, 2023, the outstanding balance amounts to USD 8.7 million and relates to 3 vessels.
Management assumes to exercise the purchase options of the three remaining vessels before or at the end of the lease, which will then result in an additional cash out of USD 4.6 million.
In May 2020, EXMAR obtained a revolving credit facility of EUR 18.0 million from Belgian financial institutions with maturity date February 1, 2022 at an interest rate of EURIBOR three-month plus 2.0% margin. This facility was extended until June 2024 and can be increased up to USD 30.0 million. EXMAR did not draw upon this facility per end 2022 and 2023.
On December 16, 2022 EXMAR Shipping BV, a major equity accounted investee, signed a senior sustainability linked facility with a consortium of banks in the amount of USD 450.0 million, comprising a revolving credit facility of USD 310.0 million and a term loan facility of USD 140.0 million.
The loan matures 5 years after signing date. As at December 31, 2023, EXMAR Shipping BV had drawn USD 247.3 million of the revolving credit facility and USD 131.9 million of the term loan.
In general, the borrowings held by EXMAR and its equity accounted investees are secured by a mortgage on the underlying assets owned by EXMAR and its equity accounted investees. Furthermore, different pledges and other types of guarantees exist to secure the borrowings.
Different debt covenants exist that require compliance with certain financial ratio's. These ratios are calculated semi-annually based on EXMAR's consolidated figures in which equity accounted investees are not accounted for under IFRS 11 but still on a proportionate basis (similar to accounting policies used for segment reporting purposes). We refer to the table below for an overview of the applicable covenants.
| APPLICABLE COVENANTS | ||||
|---|---|---|---|---|
| Ratio | Pressurized facility |
Credit facilities ¹ Actual December 31, 2023 ² |
Actual December 31, 2022 ² |
|
| Minimum Book equity | ≥ USD 300 million | ≥ USD 300 million | USD 519.4 million | USD 796.4 million |
| Minimum free cash | ≥ USD 25 million | ≥ USD 20 million | USD 240,0 million | USD 547.4 million |
| Equity ratio (Equity/Total assets) | ≥ 25% | NA | 44.18% | 59.1% |
| Working capital | min positive | min positive | USD 213.8 million | USD 570.1 million |
| Net financial indebtedness ratio | NA | < 70% | 32.84% | -14.04% |
| Outstanding loan amount (in thousands of USD) | 24,469 | 94,746 |
1. Relates to the EUR credit facility and EEMSHAVEN credit facility.
2. The actual amounts presented are based on the most restrictive definitions.
Explanation of the major definitions applied in the covenant calculations:
As of December 31, 2023 EXMAR was compliant with all covenants with sufficient headroom. EXMAR is continuously monitoring compliance with all applicable covenants to meet all covenants per June 2024 and December 2024.
In case of non-compliance with these covenants, early repayment of related borrowings might be required and should therefore be accounted for as short-term debt.
Following steps are to be taken in accordance with applicable agreements if a breach of covenants would occur:
The Group established a share option plan program that entitles certain employees to register for a number of shares. The share options are only exercisable after a period of three years and for employees still in service after this three year period. Each share option entitles the holder of the option to one EXMAR share.
The fair value of services received in return for share options granted are measured by reference to the exercise price of the granted share options. The estimated fair value of the services received is measured based on a binomial lattice model. The contractual life of the option is used as an input into this model.
Plan 10 matured at the end of 2023 and of the remaining 321,250 options 317,250 were exercised and 4,000 forfeited. During 2023 and 2022 no new plans were implemented.
| 2023 | 2022 | |||
|---|---|---|---|---|
| Reconciliation of outstanding share options | Number of options |
Weighted average exercise price |
Number of options |
Weighted average exercise price |
| Outstanding share options at 1 January | 321,250 | 9.62 | 651,850 | 10.08 |
| New options granted | 0 | 0.00 | 0 | 0.00 |
| Changes during the year | ||||
| Options exercised | -317,250 | 9.62 | 0 | 0.00 |
| Options forfeited | -4,000 | 9.62 | -330,600 | 10.53 |
| Outstanding share options at 31 December | 0 | 9.62 | 321,250 | 9.62 |
| Exercisable share options at 31 December | 0 | N/A | 321,250 | 9.62 |
At the end of December 2023 there are no options remaining.
All plans have been fully expensed since 2018.
The Group provides pension benefits for most of its employees, either directly or through a contribution to an independent fund. The pension benefits for management staff employed before January 1, 2008 are provided under a defined benefit plan. This plan is organized as a final pay program.
For the management, employed as from January 1, 2008, and employees promoted to management as from January 1, 2008 and the management staff who reached the age of 60, the pension benefits are provided under a defined contribution plan. Belgian defined contribution plans are subject to the Law of April 28, 2003 on supplementary pensions (WAP). According to article 24 of this law, the employer has to guarantee a fixed minimum return of 3.25% on employer contributions and of 3.75% on employee contributions and this for contributions paid until December 31, 2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both employer and employee contributions (as changed by the Law of December 18, 2015).
This guaranteed minimum return generally exceeds the return that is normally guaranteed by the insurer. Because the employer has to guarantee the statutory minimum return on these plans, not all actuarial and investment risks relating to these plans are transferred to the insurance company managing the plans. Therefore, these plans do not meet the definition of defined contribution plan under IFRS and have to be classified by default as defined benefit plans. An actuarial calculation has been performed in accordance with IAS 19 based on the projected unit credit method.
| (In thousands of USD) | 2023 | 2022 | 2021 | 2020 | 2019 |
|---|---|---|---|---|---|
| DEFINED BENEFIT PLANS | |||||
| Present value of funded obligations | -7,417 | -7,523 | -9,631 | -10,969 | -11,535 |
| Fair value of the defined plan assets | 6,549 | 6,601 | 9,017 | 9,408 | 8,839 |
| Present value of net obligations | -868 | -922 | -614 | -1,561 | -2,696 |
| BELGIAN DEFINED CONTRIBUTION PLAN WITH GUARANTEED RETURN | |||||
| Present value of funded obligations | -6,701 | -5,690 | -8,102 | -9,559 | -5,340 |
| Fair value of the defined plan assets | 6,570 | 5,571 | 7,986 | 9,405 | 6,438 |
| Present value of net (obligations) assets | -131 | -119 | -116 | -154 | 1,099 |
| Total employee benefits | -999 | -1,040 | -730 | -1,715 | -1,597 |
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| CHANGES IN LIABILITIES DURING THE PERIOD ¹ | ||
| Liability as per 1 January | 13,213 | 17,733 |
| Distributions | -1,329 | -979 |
| Actual employee's contributions | 225 | 190 |
| Interest expense | 499 | 147 |
| Current service cost | 546 | 515 |
| Actual taxes on contributions paid (excluding interest) | -146 | -116 |
| Actuarial gains/losses | 624 | -3,207 |
| Exchange differences | 486 | -1,070 |
| Liability as per 31 December | 14,118 | 13,213 |
| CHANGES OF FAIR VALUE OF PLAN ASSETS ¹ | ||
| Plan assets as per 1 January | 12,172 | 17,003 |
| Contributions | 1,400 | 1,124 |
| Distributions | -1,329 | -979 |
| Interest income | 479 | 146 |
| Actual taxes on contributions paid (excluding interest) | -146 | -116 |
| Actual administration costs | -75 | -61 |
| Actuarial gain/loss | 168 | -3,913 |
| Exchange differences | 451 | -1,032 |
| Plan assets as per 31 December ² | 13,119 | 12,172 |
| Net defined liability as per 31 December | 999 | 1,040 |
1. The changes in pension liabilities and plan assets include both the defined benefit plans as the Belgian defined contribution plans which qualify as a defined benefit plan.
2. The plan assets do not include any shares issued by EXMAR or property occupied by EXMAR.
| (In thousands of USD) | 2023 | 2022 | |
|---|---|---|---|
| EXPENSE RECOGNISED IN THE STATEMENT OF PROFIT OR LOSS | |||
| Current service expenses | -546 | -515 | |
| Interest expense | -499 | -147 | |
| Expected return on plan assets | 479 | 146 | |
| Administration cost | -75 | -61 | |
| Total pension cost recognised in the income statement (see note 9) | -642 | -577 | |
| EXPENSE RECOGNISED IN OTHER COMPREHENSIVE INCOME | |||
| Recognition of actuarial gains and losses | -456 | -706 | |
| Total pension cost recognised in other comprehensive income | -456 | -706 |
The expected employer contributions to be paid for the next financial year amount to:
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| EXPECTED NEXT YEAR CONTRIBUTIONS | ||
| Best estimate of contributions expected to be paid during next year | 990 | 1,093 |
The actuarial assumptions and average duration of the plans are detailed below:
| (In weighted averages) | 2023 | 2022 |
|---|---|---|
| MOST SIGNIFICANT ASSUMPTIONS | ||
| Discount rate at 31 December | 3.20% | 3.75% |
| Expected return on assets at 31 December | 3.20% | 3.75% |
| Inflation | 2.20% | 2.20% |
| Duration of defined benefit plans (in years) | 8 | 8 |
| Duration of the Belgian defined contribution plans (in years) | 13 | 14 |
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Shares | 4.0% | 5.0% |
| Bonds & loans | 87.0% | 88.0% |
| Property investments | 8.0% | 7.0% |
| Cash | 1.0% | 0.0% |
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Trade payables | 40,721 | 35,366 |
| Other payables | 96,002 | 29,100 |
| Deferred income | 10,186 | 11,076 |
| Trade and other payables | 146,909 | 75,542 |
| Of which financial liabilities (Note 30) | 134,717 | 62,730 |
Trade payables increased in 2023 and is mainly related to the engineering, procurement and conversion contract work
Other payables contain advances received, VAT and payroll payables. The increase relates to the contingent consideration liability of USD 78.0 million booked in 2022 relating to TANGO FLNG, which is expected to be settled in the fourth quarter of 2024 (see also Significant judgements and estimates) and has been transferred from noncurrent to current liabilities.
Deferred income comprises already invoiced revenue, related to the next accounting year, e.g. freight, hire.
As a result of the partial disposal of the shares of Ecos Srl the assets and liabilities of the company were derecognized. The impact of the derecognition on trade and other payables is USD 3.5 million on trade payables and USD 1.0 million on other payables.
During the normal course of its business, EXMAR is exposed to various risks as described in more detail in the Corporate Governance Statement. EXMAR is exposed to credit, interest, currency and liquidity risks and in order to hedge this exposure, EXMAR uses different financial instruments, mainly interest rate hedges situated within our equity accounted investees as well as foreign currency forward contracts.
EXMAR applies hedge accounting for all hedging relations which meet the conditions to apply hedge accounting (formal documentation and high effectiveness at inception and on an ongoing basis). Financial instruments are recognised initially at fair value. Subsequent to initial recognition, the effective portion of changes in fair value of the financial instruments qualifying for hedge accounting (i.e. cash flow hedges), is recognised in other comprehensive income. Any ineffective portion of changes in fair value and changes in fair value of financial instruments not qualifying for hedge accounting are recognised immediately in profit or loss.
The following table shows financial assets and financial liabilities measured at fair value, including their level in the fair value hierarchy.
| (In thousands of USD) | ||||
|---|---|---|---|---|
| December 31, 2023 | Level 1 | Level 2 | Level 3 | Total |
| Derivative financial asset | 0 | 550 | 0 | 550 |
| Equity securities - FVTPL | 701 | 37,227 | 0 | 37,928 |
| Total financial assets carried at fair value | 701 | 37,777 | 0 | 38,478 |
| Total financial liabilities carried at fair value | 0 | 0 | 0 | 0 |
| (In thousands of USD) | ||||
|---|---|---|---|---|
| December 31, 2022 | Level 1 | Level 2 | Level 3 | Total |
| Derivative financial asset | 0 | 573 | 0 | 573 |
| Equity securities - FVTPL | 1,054 | 795 | 0 | 1,849 |
| Total financial assets carried at fair value | 1,054 | 1,368 | 0 | 2,422 |
| Total financial liabilities carried at fair value | 0 | 0 | 0 | 0 |
Financial instruments other than those listed above are all measured at amortized cost.
The Group is exposed to credit risk from its operating activities (primarily trade and other receivables and transactions with equity accounted investees) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.
Credit risk is monitored closely and by each segment on an ongoing basis by the Group and creditworthiness controls are carried out if deemed necessary.
The borrowings to equity accounted investees consist of shareholder loans to our equity accounted investees that own or operate a LPG vessel or Offshore platform. As all vessels are operational and generate income or are pledged as a security for the underlying borrowing, we do not anticipate any recoverability issues for the outstanding borrowings (after impairment) to equity accounted investees. The equity accounted investees for whom the share in the net assets is negative, are allocated to other components (mainly deducted from receivables) of the investor's interest in the equity accounted investee and if the negative net asset exceeds the investor's interest, a corresponding liability is recognized to the extent that the Group has a legal or constructive obligation. The terms of the shareholder loans are discussed in Note 18 Borrowings to equity accounted investees of this annual report.
EXMAR reviews the recoverable amount of each trade and other receivable on an individual basis at the end of the reporting period to ensure that an adequate loss allowance is made for irrecoverable amounts. Monitoring procedures are also in place to ensure that follow-up action is taken to recover overdue debts. In this regard, considering historical default rates below 1% for 2023 and 2022, Group management considers that the group's credit risk is remote.
The Group only engages with banks with a good credit rating. The Group monitors and manages exposures to banks with approved counterparty credit limits and credit risk parameters in order to mitigate the risk of default.
Exposure to risk
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Borrowings to equity accounted investees | 11,597 | 6,997 |
| Derivative financial assets | 550 | 573 |
| Other investments - equity instruments at FVTPL | 37,928 | 3 |
| Trade and other receivables (see Note 22) | 83,643 | 59,778 |
| Restricted cash | 0 | 0 |
| Cash and cash equivalents | 176,930 | 519,553 |
| Carrying amount of financial assets | 310,649 | 586,904 |
The carrying amounts of the financial assets represent the maximum credit exposure.
As past due outstanding receivable balances are immaterial, no ageing analysis is disclosed.
At year-end 2022, we recorded impairment charges for borrowings to and trade receivable balances from equity accounted investees for a total amount of USD 11.4 million. The impairment for borrowings to and trade receivable balances from equity accounted investees was partially reversed at year-end 2023 and amounts to USD 6.7 million.
Impairment charges on other (non-trade) third party receivable balances increased by USD 1.9 million to USD 3.9 million.
The interest-bearing loans are mainly negotiated with variable interest rates. In order to monitor this interest risk, the Group makes use of interest hedging instruments available on the market when management is of the opinion that it is favorable to do so. For the moment, no interest rate swaps exist within our subsidiaries. On the other hand, different interest rate swaps exist within our equity accounted investees. The Group applies hedge accounting when the conditions to apply hedge accounting are met. In case no hedge accounting is applied, the changes in fair value are recorded in the statement of profit or loss.
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Total borrowings (excluding lease liabilities) | 256,290 | 208,083 |
| with fixed interest rate | 138,389 | 154,669 |
| with variable interest rate | 117,901 | 53,414 |
| Net exposure | 117,901 | 53,414 |
The amount of variable interest rate borrowings increased significantly during 2023 as a result of the new facility agreement for the financing of the FSRU EEMSHAVEN (see Note 26 Borrowings).
In case the interest rate would increase/decrease with 50 basis points, the financial statements would be impacted with the following amounts (assuming that all other variables remain unchanged):
| (In thousands of USD) | 2023 | 2022 | ||
|---|---|---|---|---|
| + 50 bp | - 50 bp | + 50 bp | - 50 bp | |
| Variable interest rate borrowings | 590 | -590 | 267 | -267 |
| Interest rate swaps and cross-currency rate swaps | 0 | 0 | 0 | 0 |
| Sensitivity (net), of which | 590 | -590 | 267 | -267 |
| Impact in profit and loss | 590 | -590 | 267 | -267 |
| Impact in equity | 0 | 0 | 0 | 0 |
A significant portion of EXMAR's interest income is derived from borrowings to equity accounted investees with variable interest rates. Any increase/decrease in the interest rate would result in an increase/decrease of interest income but would mainly be offset by an increase/ decrease in the interest expense recognized by the equity accounted investee for a corresponding amount. Accordingly, any increase/decrease in the variable interest rate applied on the borrowings to equity accounted investees would have no impact on the net result of the Group. Therefore, borrowings to equity accounted investees have not been included in the above sensitivity analysis.
The Group's currency risk is historically mainly affected by the EUR/USD ratio for manning its fleet, paying salaries and all other personnel related expenses and the Bexco activities, which are expressed in EUR. In order to monitor the currency risk, the Group uses a range of foreign currency rate hedging instruments and forward contracts if deemed necessary.
At year-end 2023, no financial instrument contracts were outstanding to cover the EUR/USD.
Exposure to currency risk, based on notional amounts in thousands of foreign currency:
| (In thousands of local | 2023 | 2022 | ||||||
|---|---|---|---|---|---|---|---|---|
| currency) | EUR | NOK | XAF | ARS | EUR | NOK | XAF | ARS |
| Receivables | 9,730 | 91 | 1,975,725 | 230,930 | 12,435 | 1,899 | 434,754 | 225,083 |
| Payables | -11,464 | -97 | 0 | -83,302 | -16,083 | 0 | -12,801 | -37,564 |
| Interest-bearing loans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Balance sheet exposure | -1,734 | -5 | 1,975,725 | 147,628 | -3,648 | 1,899 | 421,953 | 187,519 |
| Forward contracts | ||||||||
| Net exposure | -1,734 | -5 | 1,975,725 | 147,628 | -3,648 | 1,899 | 421,953 | 187,519 |
| In thousands of USD | -1,916 | -1 | 3,328 | 183 | -3,891 | 193 | 686 | 1,059 |
The above overview reflects the exposure for the top-4 currency risks.
As per December 31, 2023 an increase in the year-end EUR/USD rate of 10.0% would affect the statement of profit or loss with USD -0.2 million (2022: USD -0.4 million). A 10.0% decrease of the EUR/USD rate would impact the profit or loss statement with the same amount (opposite sign).
As per December 31, 2023 an increase in the year-end XAF/USD rate of 10% would affect the statement of profit or loss with USD +0.33 million (2022: USD +0.07 million). A 10.0% decrease of the XAF/ USD rate would impact the profit or loss statement with the same amount (opposite sign).
The Group manages the liquidity risk in order to meet financial obligations as they fall due. The risk is managed through a continuous cash flow projection follow-up, monitoring balance sheet liquidity ratio's against internal and regulatory requirements and maintaining a diverse range of funding sources with adequate back-up facilities.
Different debt covenants exist that require compliance with certain financial ratio's. As of December 31, 2023, EXMAR was compliant with all covenants. We also refer in this respect to Note 26 Borrowings.
Our current financial liabilities such as trade and other payables are expected to be paid within the next twelve months and are therefore not included in the tables below. The contractual maturities of our financial liabilities and our borrowings to equity accounted investees, including estimated interest payments, are detailed in the tables below. The contractual maturities of our financial liabilities are based on the contractual amortization tables of the facilities. The undrawn parts of our credit facilities are not included in the tables below.
The contractual maturities of our borrowings to equity accounted investees are based on the cash flow projections for future years for the EXMAR LPG shareholder's loan and the expected repayment of the loan for the Electra Offshore Ltd facility, excluding netting of negative net assets (see Note 18 Borrowings to equity accounted investees).
EXMAR has also provided guarantees to financial institutions that have provided credit facilities to her equity accounted investees. The amount that EXMAR would have to pay if the guarantee is called on, is disclosed below under financial guarantees.
| (In thousands of USD) |
Curr. | Interest rate | Matur. | Carrying amount |
Contractual cash flows | ||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2023 | Total | < 1 year | 1-2 years |
2-5 years |
> 5 years |
||||
| Bank loans VLGC's | USD | 5,62% | 2036 | -129,740 | -190,631 | -13,258 | -13,104 | -39,026 | -125,243 |
| Bank/other loans - pressurized fleet |
USD | LIBOR+ 2.4% |
2023 - 2025 |
-15,820 | -26,063 | -12,586 | -13,477 | 0 | 0 |
| Bank loan - EEMSHAVEN |
USD | LIBOR+ 2.5% | 2023 | -94,746 | -112,735 | -20,047 | -18,789 | -73,899 | 0 |
| Bank loans - other | EUR | EURIBOR + 1.7% | 2028 | -15,983 | -6,598 | -6,605 | -115 | 122 | 0 |
| Lease liabilities | USD | -3,277 | -1,880 | -464 | -463 | -953 | 0 | ||
| Lease liabilities | EUR | -4,955 | -5,085 | -1,400 | -1,363 | -1,544 | -778 | ||
| Lease liabilities | SGD | -454 | -205 | -134 | -71 | 1 | 0 | ||
| Lease liabilities | CNY | 0 | -19 | -19 | 0 | 0 | 0 | ||
| Lease liabilities | INR | -199 | -244 | -53 | -56 | -135 | 0 | ||
| Lease liabilities | XAF | -136 | -147 | -51 | -51 | -46 | 0 | ||
| -265,311 | -343,608 | -54,618 | -47,487 | -115,482 | -126,022 | ||||
| Borrowings to equity accounted investees |
USD | 11,597 | 12,989 | 12,989 | 0 | 0 | 0 | ||
| Financial guarantees | USD | 0 | -237,584 | -31,301 | -30,754 | -175,530 | 0 |
| (In thousands of USD) |
Curr. | Interest rate | Matur. | Carrying amount |
Contractual cash flows | ||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | Total | < 1 year | 1-2 years |
2-5 years |
> 5 years |
||||
| Bank loans VLGC's | USD | 5,62% | 2036 | -135,492 | -203,954 | -13,323 | -13,258 | -39,210 | -138,163 |
| Bank/other loans - pressurized fleet |
USD | LIBOR+ 2.4% |
2023 - 2025 |
-61,752 | -62,831 | -36,038 | -16,190 | -10,604 | 0 |
| Bank loan - EXCALIBUR | USD | LIBOR+ 2.5% | 2023 | -10,004 | -10,458 | -10,458 | 0 | 0 | 0 |
| Bank loans - other | EUR | EURIBOR + 1.7% | 2028 | -835 | -372 | -356 | -16 | 0 | 0 |
| Lease liabilities | USD | -2,127 | -2,387 | -507 | -464 | -1,416 | 0 | ||
| Lease liabilities | EUR | -7,985 | -8,516 | -1,533 | -1,287 | -2,441 | -3,255 | ||
| Lease liabilities | SGD | -65 | -66 | -66 | 0 | 0 | 0 | ||
| Lease liabilities | INR | -66 | -332 | -20 | 0 | 0 | 0 | ||
| Lease liabilities | CNY | -21 | -22 | -22 | 0 | 0 | 0 | ||
| -218,347 | -288,939 | -62,322 | -31,216 | -53,670 | -141,419 | ||||
| Borrowings to equity accounted investees |
USD | 7,000 | 7,840 | 7,840 | 0 | 0 | 0 | ||
| Financial guarantees | USD | 0 | -270,796 | -56,458 | -27,661 | -186,676 | 0 |
| (In thousands of USD) | 2023 | 2022 | ||||
|---|---|---|---|---|---|---|
| FV hierarchy |
Carrying amount |
Fair value | FV hierarchy |
Carrying amount |
Fair value | |
| Borrowings to equity accounted investees | 2 | 11,597 | 11,597 | 2 | 7,000 | 7,000 |
| Other investments - equity instruments at FVTLP | 1/2 | 37,928 | 37,928 | 1/2 | 1,849 | 1,849 |
| Derivative financial asset | 2 | 550 | 550 | 2 | 573 | 573 |
| Borrowings (excluding lease liabilities) | 2 | -256,290 | -280,280 | 2 | -208,083 | -234,700 |
| -206,214 | -230,204 | -198,661 | -225,278 |
The financial assets and liabilities carried at fair value are analysed and a hierarchy in valuation method has been defined:
The breakdown between level 1 and 2 of the equity instruments at FVTPL is shown in the beginning of this note.
For certain financial assets and liabilities (trade and other receivables, cash and cash equivalents, trade and other payables and lease liabilities) not carried at fair value, no fair value is disclosed because the carrying amounts are a reasonable approximation of the fair values.
The Group leases properties, motor vehicles and IT equipment.
| (In thousands of USD) | |||
|---|---|---|---|
| RIGHT-OF-USE ASSETS | Property | IT equipment | Total |
| Balance as per December 31, 2022 | 10,143 | 768 | 10,910 |
| Balance as per December 31, 2023 | 9,152 | 510 | 9,661 |
For the full roll forward schedule in respect of the right-of-use assets including the depreciation charge for the year, we refer to Note 15 Right-of-use assets of this annual report.
The Group has several lease contracts that include extension or termination options. These options are negotiated by management to provide flexibility in managing its lease portfolio. Judgement is applied in determining whether these extension and options are reasonably certain to be exercised (see Note 1 Accounting policies).
For the maturity analysis in respect of related lease liabilities, we refer to Note 30 Financial risks and financial instruments.
| (In thousands of USD) | ||||||||
|---|---|---|---|---|---|---|---|---|
| LEASES UNDER IFRS 16 | 2023 | 2022 | ||||||
| Interest on lease liability | 238 | 266 | ||||||
| Expenses related to short-term leases and low value assets | 468 | 499 |
The Group entered into long-term time charter agreements for certain assets in its fleet. In respect of lease classification, it was judged that substantially all risks and rewards remain with the Group. As a consequence, these agreements qualify as operating leases.
Rental income recognised by the Group during 2023 was USD 108.9 million (2022: USD 65.1 million).
The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date. No variable lease payments are included. The decrease in total lease payments (at the subsidiaries) compared to 2022 is mainly the result of:
The operating lease amounts below for the equity accounted investees are limited to EXMAR's share in the expected operating lease payments.
| (In thousands of USD) | 2023 | 2022 |
|---|---|---|
| Less than one year | 81,029 | 80,662 |
| One to two years | 65,421 | 62,765 |
| Two to three years | 57,407 | 62,646 |
| Three to four years | 36,714 | 55,187 |
| Four to five years | 22,075 | 32,850 |
| More than five years | 109,500 | 85,045 |
| Total operating leases under IFRS 16 (Subsidiaries) As of December 31 |
372,147 | 379,155 |
| Less than one year | 77,283 | 72,472 |
| One to two years | 20,524 | 28,349 |
| Two to three years | 5,432 | 16,101 |
| Three to four years | 1,806 | 5,432 |
| Four to five years | 0 | 1,806 |
| More than five years | 0 | 0 |
| Total operating leases under IFRS 16 (equity accounted investees) As of December 31 |
105,045 | 124,160 |
As per December 31, 2023, the Group has capital commitments for a total value of USD 284.8 million, whereto USD 63.9 million advances have been paid in 2022 and 2023. This relates to an order placed by EXMAR together with its joint-venture partner SEAPEAK (each 50%) for four 46,000m3 newbuild dual-fuel MGC's. EXMAR's outstanding commitment for the order is USD 110.5 million.
Several of the Group's companies are involved in a number of legal disputes arising from their day-to-day operations. Management does not expect the outcome of these procedures to have any material effect on the Group's financial position.
Saverex NV, the major Belgian shareholder of EXMAR NV prepares IFRS consolidated financial statements which are publicly available. Saverex NV is controlled by Mr. Nicolas Saverys (Executive chairman of the Board of Directors of EXMAR).
Saverbel NV, controlled by Mr. Nicolas Saverys, recharged administrative expenses for KEUR 91 to the Group in 2023 (same period 2022: KEUR 79). The outstanding balance at December 31, 2023 amounted to KEUR 28 (yearend 2022: KEUR 27).
Saverex NV, also controlled by Mr. Nicolas Saverys, charged consulting fees for KEUR 2.400 during 2023 (same period 2022: KEUR 2.900), which was fully paid by December 31, 2023 (year-end 2022: KEUR 0). Furthermore, Saverex charged KEUR 1 administrative expenses in 2023 (same period 2022: KEUR 0) and KEUR 0 time-charter revenue for the yacht "Douce France" to EXMAR Yachting (same period 2022: KEUR 232). The balance outstanding at year-end 2023 amounted to KEUR 0 (year-end 2022: KEUR 0).
EXMAR Shipmanagement charged KEUR 111 to Saverex for shipmanagement services in respect of the yacht "Douce France" in 2023 (same period 2022: KEUR 61), for which KEUR 4 is outstanding (year-end 2022: KEUR 1).
Travel PLUS invoiced a total of KEUR 89 to Saverex in respect of travel services provided during 2023 (same period 2022: KEUR 33), of which KEUR 0 is outstanding (year-end 2022: KEUR 1).
Furthermore, during 2023, an amount of KEUR 204 (same period 2022: KEUR 108) was invoiced to Mr Nicolas Saverys as a recharge of private expenses. The related outstanding balance amounted to KEUR 42 (year-end 2022: KEUR 11).
Transactions with related parties are at arm's length conditions.
EXMAR provides general, accounting, corporate, site supervision and ship management services to its joint ventures and associates. For these services, fees are charged based on contractual agreements between all parties involved. Below table gives an overview of the significant receivables, significant payables and the related P&L amount of services provided and received.
| December 31, 2023 | December 31, 2022 | |||
|---|---|---|---|---|
| (In thousands of USD) | Receivables | Payables | Receivables | Payables |
| Ship management services | 11,840 | 0 | 2,905 | 1,591 |
| General, accounting and corporate services | 1,018 | 0 | 1,151 | 0 |
| Site supervision & plan approval services | 0 | 0 | 0 | 0 |
| Rental services | 0 | 0 | 0 | 0 |
| 2023 | 2022 | |||
|---|---|---|---|---|
| (In thousands of USD) | Services provided P&L |
Services received P&L |
Services provided P&L |
Services received P&L |
| Ship management services | 15,156 | 0 | 12,752 | 0 |
| General, accounting and corporate services | 1,112 | 0 | 999 | 0 |
| Site supervision & plan approval services | 0 | 0 | 0 | 0 |
| Rental & other services | 0 | 0 | 0 | 0 |
EXMAR also provides borrowings to its joint ventures and associates for which an interest income is recognised in the financial statements. We refer to Note 18 Borrowings to equity accounted investees for an overview of these borrowings and to Note 11 Finance result for the total amount of interest income.
In respect of the transactions with key management personnel, we refer to the Remuneration report of 2023 which is included in this financial report (see Corporate Governance Statement). For information relating to conflicts of interests, we refer to the report Board of Directors.
Key management (personnel) recharged KEUR 83 expenses (same period 2022: KEUR 82). The relating outstanding amount per December 31, 2023 in respect of these services is KEUR 0 (year-end 2022: KEUR 0).
| (In thousands of EUR) | 2023 | 2022 |
|---|---|---|
| Chairman | 100 | 100 |
| Other members (individual amount) | 50 | 50 |
| Total paid | 469 | 500 |
The total amount paid to the members of the Board of Directors represents the total payments to all non-executive and independent directors for the activities as members of the Board of Directors. The executive directors of EXMAR are only remunerated in their capacity as executive and not in their capacity as executive director/member of the Board.
No loans were granted to the members of the Board in 2023 nor 2022. The outstanding amount in respect of recharged private expenses to Mr. Nicolas Saverys was zero per December 31, 2023 and 2022.
| (In thousands of EUR) | 2023 | 2022 |
|---|---|---|
| Chairman | 20 | 20 |
| Other members (individual amount) | 10 | 10 |
| Total paid | 50 | 50 |
| (In thousands of EUR) | 2023 | 2022 |
|---|---|---|
| Members (individual amount) | 10 | 10 |
| Total paid | 30 | 30 |
In line with EXMAR's total reward principles, the form and level of the Company's executive remuneration are aligned to company performance and individual skills and performance. The remuneration package is composed of three main elements:
The level and structure of the compensation packages are aligned with market practices for similar functions at comparable companies.
End 2023, the Executive Committee consisted of four members. Customary notice periods and severance pay are provided in the agreements with the members of the Executive Committee, taking into account factors such as the position and experience of the executive manager in question, and always within the applicable legal framework.
| (In thousands of EUR) EXECUTIVE COMMITTEE, excluding CEO |
2023 | 2022 |
|---|---|---|
| Total fixed remuneration | 1,556 | 1,270 |
| of which for insurance and pension plan | 0 | 0 |
| of which value of share options | 0 | 0 |
| Total variable remuneration | 1,205 | 574 |
| (In thousands of EUR) Nicolas Saverys/Saverex |
2023 | 2022 |
|---|---|---|
| Total fixed remuneration | 1,200 | 900 |
| of which for insurance and pension plan | 0 | 0 |
| of which value of share options | 0 | 0 |
| Total variable remuneration | 1,200 | 2,000 |
| (In thousands of EUR) CEO |
2023 | 2022 |
|---|---|---|
| Total fixed remuneration | 575 | 575 |
| of which for insurance and pension plan | 0 | 0 |
| of which value of share options | 0 | 0 |
| Total variable remuneration | 288 | 500 |
No loans were granted to the members of the executive committee in 2023 or 2022.
The total number of options (plan 10) granted to key management are as follows:
| NUMBER OF SHARES GRANTED | 2023 | 2022 |
|---|---|---|
| Nicolas Saverys | 0 | 60,000 |
| 0 | 60,000 |
A number of key management personnel, or their close family members, hold positions in other companies that result in them having control or joint control over these companies. None of these companies transacted with the Group during the year.
| Country of | Consolidation | Ownership | ||
|---|---|---|---|---|
| CONSOLIDATED COMPANIES | incorporation | method | 2023 | 2022 |
| Joint ventures | ||||
| Estrela Ltd | Hong Kong | Equity | 50.00% | 50.00% |
| EXMAR Gas Shipping Ltd | Hong Kong | Equity | 50.00% | 50.00% |
| EXMAR LPG BV | Belgium | Equity | 50.00% | 50.00% |
| EXMAR Shipping BV | Belgium | Equity | 50.00% | 50.00% |
| Good Investment Ltd | Hong Kong | Equity | 50.00% | 50.00% |
| Monteriggioni Inc | Liberia | Equity | 50.00% | 50.00% |
| Associates | ||||
| ECOS SRL ² | Italy | Equity | 33.33% | 60.00% |
| Electra Offshore Ltd | Hong Kong | Equity | 40.00% | 40.00% |
| Exview Hong Kong Ltd | Hong Kong | Equity | 40.00% | 40.00% |
| Marpos NV | Belgium | Equity | 45.00% | 45.00% |
| Springmarine Nigeria Ltd | Nigeria | Equity | 40.00% | 40.00% |
| Subsidiaries | ||||
| Ahlmar Germany GmbH | Germany | Full | 100.00% | 100.00% |
| Bexco NV | Belgium | Full | 100.00% | 100.00% |
| DV Offshore SAS | France | Full | 100.00% | 100.00% |
| EXMAR Argentina | Argentina | Full | 100.00% | 100.00% |
| EXMAR Energy Hong Kong Ltd | Hong Kong | Full | 100.00% | 100.00% |
| EXMAR Energy Netherlands BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Energy Services BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Export Netherlands | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Fortitude LNG Limited ¹ | Netherlands | Full | 100.00% | 100.00% |
| EXMAR FSRU Hong Kong Ltd | Hong Kong | Full | 100.00% | 100.00% |
| EXMAR Holdings Ltd | Liberia | Full | 100.00% | 100.00% |
| EXMAR Hong Kong Ltd | Hong Kong | Full | 100.00% | 100.00% |
| EXMAR Import LNG Netherlands BV ¹ | Netherlands | Full | 100.00% | 100.00% |
| EXMAR LPG Holding BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR LNG Investments Ltd | Liberia | Full | 100.00% | 100.00% |
| EXMAR Lux SA | Luxembourg | Full | 100.00% | 100.00% |
| EXMAR Marine NV | Belgium | Full | 100.00% | 100.00% |
| EXMAR Netherlands BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR NV | Belgium | Full | 100.00% | 100.00% |
| EXMAR Offshore Company | USA | Full | 100.00% | 100.00% |
| EXMAR Offshore Ltd | Bermuda | Full | 100.00% | 100.00% |
| EXMAR Offshore Services SA | Luxembourg | Full | 100.00% | 100.00% |
| EXMAR Offshore BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR Singapore Pte Ltd | Singapore | Full | 100.00% | 100.00% |
| EXMAR Shipmanagement BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR Shipmanagement India Private Ltd | India | Full | 100.00% | 100.00% |
| EXMAR Shipping USA Inc ³ | USA | Full | 0.00% | 100.00% |
| EXMAR Small Scale LPG NL BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Small Scale LPG HK Ltd | Hong Kong | Full | 100.00% | 100.00% |
| EXMAR Small Scale LPG BE BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR (UK) Shipping Company Ltd | Great-Britain | Full | 100.00% | 100.00% |
| EXMAR VLGC BV | Belgium | Full | 100.00% | 100.00% |
| EXMAR VLGC Netherlands BV | Netherlands | Full | 100.00% | 100.00% |
| EXMAR Yachting BV | Belgium | Full | 100.00% | 100.00% |
| Franship Offshore Lux SA | Luxembourg | Full | 100.00% | 100.00% |
| Internationaal Maritiem Agentschap NV | Belgium | Full | 99.03% | 99.03% |
| Seavie Caribean Ltd Jamaica | Jamaica | Full | 100.00% | 100.00% |
| Seavie Private Ltd | India | Full | 100.00% | 100.00% |
| Solaia Shipping Llc | Liberia | Full | 100.00% | 100.00% |
| Tecto Cyprus Ltd | Cyprus | Full | 100.00% | 100.00% |
| Tecto Luxembourg SA | Luxembourg | Full | 100.00% | 100.00% |
| Travel Plus BV | Belgium | Full | 100.00% | 100.00% |
1. New company in 2023
2. Shares sold 3. Company liquidated in 2023
The worldwide audit and other fees in respect of services provided by the statutory auditor or companies or persons related to the auditors, can be detailed as follows:
| (In thousands of EUR) | 2023 | 2022 |
|---|---|---|
| Audit services | 439 | 397 |
| Audit related services | 257 | 174 |
| Tax services | 60 | 30 |
| Fees statutory auditor | 756 | 601 |
For 2023 and 2022, the non-audit fees do not exceed the audit fees.
In the first quarter of 2024 subsequent events occurred.
EXMAR increased its holding in Vantage Drilling International in the first quarter of 2024 to 12.1% via the purchase of additional 75,000 shares for USD 1.8 million.
Our 40% equity owned investee, Electra Offshore Ltd (note 17 Financial information equity accounted investees), sold its accommodation and work barge WARIBOKO to Adnoc for an amount of USD 13.7 million, net of selling costs, in March 2024. EXMAR stated the investments in and the receivables from the companies, owning and operating the barge, as of December 31, 2023 at their net realisable value (read note 18 Borrowings to equity accounted investees) taking the sale into consideration.
The joint venture between EXMAR and Seapeak ordered, as part of its strategy to develop a rejuvenated MGC fleet with zero emission capabilities, two additional dual-fuel ammonia MGCs for a price of USD 80.5 million per vessel.
No other subsequent events occurred.
The significant judgements and estimates that might have a risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year relate to:
Management performs at least annually an impairment analysis for its fleet and this analysis did not reveal any additional impairment risks at year-end 2023. We also refer to Note 13 Vessels and barges and Note 16 Investments in equity accounted investees as disclosed in this report for additional information.
During 2022, EXMAR sold 100% of the shares of Export LNG Ltd, the owner of the floating liquefaction unit TANGO FLNG, to ENI. The sales agreement contains a price adjustment clause between plus USD 44.0 million and minus USD 78.0 million, depending on the actual performance of the TANGO FLNG during the first six months on site. Considering the uncertainties and challenges related to the start-up activities of the TANGO FLNG in Congo, management deferred USD 78.0 million and presented this as a non-current contingent consideration liability. There is no new information available on December 31, 2023 with the exception of the envisaged start of commercial production in the second quarter of 2024. The provision of USD 78 million is consequently transferred to current other payables.
The Board of Directors, represented by Nicolas Saverys (Chairman) and Francis Mottrie (representing FMO BV), and the Executive Committee, represented by Carl-Antoine Saverys, CEO (representing CA SAVER BV) and Hadrien Bown, CFO (representing HAX BV), hereby confirm that, to the best of their knowledge,
In the context of the statutory audit of the consolidated financial statements of EXMAR NV ("the company") and its subsidiaries (jointly "the group"), we hereby submit our statutory audit report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report.
We were appointed in our capacity as statutory auditor by the shareholders' meeting of 16 mei 2023, in accordance with the proposal of the board of directors ("bestuursorgaan" / "organe d'administration") issued upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders' meeting deliberating on the financial statements for the year ending 31 December 2025. We have performed the statutory audit of the consolidated financial statements of EXMAR NV for 7 consecutive periods.
We have audited the consolidated financial statements of the group, which comprise the consolidated statement of financial position as at 31 December 2023, the consolidated statement of profit or loss and consolidated statement of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated statement of financial position shows total assets of 926 933 (000) USD and the consolidated statement of comprehensive income shows a profit for the year then ended of 72 007 (000) USD.
In our opinion, the consolidated financial statements give a true and fair view of the group's net equity and financial position as of 31 December 2023 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the "Responsibilities of the statutory auditor for the audit of the consolidated financial statements" section of our report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding independence.
We have obtained from the board of directors and the company's officials the explanations and information necessary for performing our audit.
We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
| Key audit matters | How our audit addressed the key audit matters | |
|---|---|---|
| Impairment of property, plant and equipment – vessels and barges |
||
| • Property, plant and equipment – vessels and barges with a carrying amount of 415 747 (000) USD represent 45% of the consolidated statement of financial position as at 31 December 2023. Management's |
• | We considered the process and the internal controls implemented by management and we carried out testing relating to the design and implementation of management's controls to assess impairment indicators and perform impairment testing. |
| assessment of the valuation of property, plant and equipment is significant to our audit because this process is complex and requires significant management judgement. |
• | We validated for each cash generating unit if impairment indicators, as determined by IAS 36, were considered in the impairment assessment of management. |
| Reference to disclosures • We refer to the consolidated financial statements, including notes to the consolidated financial statements: note |
• | We obtained the appraisal reports from external brokers which are used by management to test for impairment indicators and to determine the fair value less costs to sell ("FVLCTS") of the vessels. |
| 13 – Vessels & barges. | • | Where relevant, we tested management's assumptions used in the value in use ("VIU") calculations especially the most critical assumptions such as the post contract charter rates and discount rates. In challenging these assumptions, we took into account actual results, negotiated contract |
• We evaluated the adequacy of the disclosures regarding the impairments of property, plant and equipment.
terms, external data, independent market reports, market conditions and potential climate change related impacts.
The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the board of directors is responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the group or to cease operations, or has no other realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company's business has been conducted or will be conducted.
As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
We communicate with the audit committee regarding, amongst other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and we communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes any public disclosure about the matter.
The board of directors is responsible for the preparation and the content of the directors' report on the consolidated financial statements, the statement of non-financial information attached to the directors' report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements.
As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director's report on the consolidated financial statements, the statement of non-financial information attached to the directors' report on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements, as well as to report on these matters.
In our opinion, after performing the specific procedures on the directors' report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 3:32 of the Code of companies and associations.
In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in particular based on information that we became aware of during the audit, if the directors' report on the consolidated financial statements is free of material misstatement, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such material misstatement.
The non-financial information as required by article 3:32, § 2 of the Code of companies and associations, has been disclosed in the directors' report on the consolidated financial statements. This non-financial information has been established by the company in accordance with the internationally recognised framework. In accordance with article 3:80 § 1, 5° of the Code of companies and associations we do not express any opinion on the question whether this non-financial information has been established in accordance with this internationally recognised framework.
• Based on our work, in our opinion, the format and the tagging of information in the digital consolidated financial statements included in the annual financial report of EXMAR NV as of 31 December 2023 are, in all material respects, prepared in accordance with the ESEF requirements as stipulated by the Delegated Regulation.
• This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014.
Signed at Zaventem.
The statutory auditor
Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises BV/SRL Represented by Fabio De Clercq

The statutory accounts of EXMAR NV are disclosed hereafter in a summarised version. The full version will be filed with the National Bank of Belgium. The full version is available on the Company's website (www.EXMAR.be) and a copy can be obtained free of charge on request. An unqualified audit opinion has been expressed by the statutory auditor.
| (In thousands of USD) | 31/12/2023 | 31/12/2022 |
|---|---|---|
| BALANCE SHEET | ||
| Fixed assets | 320,512 | 280,675 |
| (In-)tangible assets | 192 | 71 |
| Financial assets | 320,320 | 280,604 |
| Current assets | 137,269 | 576,413 |
| Amounts receivable within one year | 53,723 | 79,651 |
| Investments | 18,147 | 489,052 |
| Cash and cash equivalents | 64,427 | 6,740 |
| Accrued income and deferred charges | 973 | 970 |
| Total assets | 457,781 | 857,088 |
| Equity | 306,609 | 680,704 |
| Capital | 88,812 | 88,812 |
| Share premium | 124,634 | 209,902 |
| Reserves | 87,200 | 89,976 |
| Accumulated profits | 5,964 | 292,014 |
| Provisions and deferred taxes | 13,296 | 800 |
| Provisions | 13,296 | 800 |
| Liabilities | 137,875 | 175,584 |
| Amounts payable within one year | 137,875 | 175,584 |
| Total equity and liabilities | 457,781 | 857,088 |
| (In thousands of USD) | 01/01/2023 | 01/01/2022 |
|---|---|---|
| STATEMENT OF PROFIT OR LOSS | 31/12/2023 | 31/12/2022 |
| Operating income | 6,121 | 4,163 |
| Operating expenses | -28,415 | -15,013 |
| Operating result | -22,293 | -10,850 |
| Financial income | 36,334 | 268,949 |
| Financial expenses | -11,598 | -21,831 |
| Result for the year before tax | 2,443 | 236,268 |
| Income tax | 192 | -276 |
| Result for the year | 2,634 | 235,992 |
| Appropriation of result | ||
| Result to be appropriated | 294,648 | 419,661 |
| Transfer from/(to) capital and reserves | 88,045 | -8,145 |
| Result to be carried forward | -5,964 | -292,014 |
| Distribution of result | -376,729 | -119,502 |

G

| AER | Annual Efficiency Ratio |
|---|---|
| AGM | Annual General Meeting |
| ASBL | Association Sans But Lucratif |
| BCCA | Belgian Code of Companies and Associations |
| BIMCO | Baltic and International Maritime Council |
| BOD | Board of Directors |
| BTX | Mixtures of benzene, toluene, and the three xylene isomers |
| BWMP | Ballast Water Management Plan |
| CAPEX | Capital Expenditure |
| CBA | Collective Bargaining Agreement |
| cbm | Cubic meters (m³) |
| CCS | Carbon capture and storage |
| CCU | Carbon Capture and Utilisation |
| CCUS | Carbon Capture, Utilisation and Storage |
| CDI | Chemical Distribution Institute |
| CEO | Chief Executive Officer |
| CFO | Chief Financial Officer |
| CII | Carbon Intensity Index |
| Carbon dioxide | |
| CO2 | |
| COO | Chief Operating Officer |
| COSO | Committee of Sponsoring Organizations |
| CSRD | Corporate Sustainability Reporting Directive |
| DCS | IMO Fuel Oil Data Collection System |
| DOC | Document of Compliance |
| DVO | DV Offshore |
| EBIT | Earnings Before Interest and Taxes |
| Earnings Before Interest, Taxes, Depreciation, and Amortization | |
| EBITDA | Adjusted EBITDA: EBITDA adjusted for certain non-recurring transactions for which management believes that |
| excluding these provides better insights in the actual performance of the Group. | |
| ECA | Emission Control Area |
| ECSA | European Community Ship-Owners Association |
| EEDI | Energy Efficiency Design Index |
| EEXI | Energy Efficiency Existing Ship Index |
| EGM | Expert Group Meeting |
| EOC | EXMAR Offshore Company |
| EPD | Environmental Product Declaration |
| ESG | Environment, Social, Governance |
| ESI | Environmental Ship Index |
| ESM | EXMAR Shipmanagement |
| ESRS | European Sustainability Reporting Standards |
| ETS | Emission Trading Scheme |
| EU | European Union |
| EUA | EU Allowances |
| FID | Final Investment Decision |
| FLNG | Floating Liquefaction of Natural Gas |
| FOC | Fuel Oil Consumption |
| FPS | Floating Production System |
| FPSO | Floating Production Storage and Offloading-unit |
| fr | Fully refrigerated |
| FSIU | Floating Storage and Injection Unit |
| FSO | Floating Storage and Offloading |
| FSPO | Floating Storage Production and Offloading |
| FSRP | Floating Storage Regasification and Power generation |
| FSRU | Floating Storage and Regasification Unit |
| FSU | Floating Storage Unit |
| GDPR | General Data Protection Regulation |
| GHG | Greenhouse gas |
| HFO | Heavy Fuel Oil |
| HSEEQ | Health Safety Environmental Energy and Quality |
| HSEQ | Health Safety Environment and Quality |
| HSSEQ | Health, Safety, Security, Environment and Quality |
| HyMethShip | Hydrogen Methanol Ship |
| IAS | International Accounting Standards |
| IFRS | International Financial Reporting Standards |
| IHM | Inventory of Hazardous Materials |
| IMO | International Maritime Organization |
| IPCC | Intergovernmental Panel on Climate Change |
| ISO | International Organization for Standardization |
| JHA | Job Hazard Analysis |
| JV | Joint venture |
| KPI LCO2 |
Key Performance Indicator Liquid Carbon Dioxide |
| LDO | Light Diesel Oil |
|---|---|
| LGC | Large Gas Carrier |
| LNG | Liquefied Natural Gas |
| LNG/C | Liquefied Natural Gas Carrier |
| LNGRV | Liquefied Natural Gas Regasification Vessel |
| LOHC | Liquid Organic Hydrogen Carrier |
| LOHC | Liquid Organic Hydrogen Carrier |
| LPG | Liquefied Petroleum Gas |
| LSFO | Low Sulphur Fuel Oil |
| LTI | Lost Time Injury |
| LTIF | Lost Time Injury Frequency |
| MAN-ES | MAN Energy Solutions SE |
| MARPOL | International Convention for the Prevention of Pollution from Ships |
| MDO | Marine Diesel Oil |
| MGC | Midsize Gas Carrier |
| MGO | Marine Gas Oil |
| Midsize | 20,000 m³ to 40,000 m³ |
| Mio | Million |
| MLC | Maritime Labor Convention |
| Million Standard Cubic Feet / day | |
| MMSCFD | also mentioned as: mm scf / day |
| MRV | Measurement, Reporting and Verification - EU Regulation No. 757/2015 |
| MT | Metric Tons |
| MTI | MTI Network, risk management and crisis response company |
| MTPA | Metric Tons Per Annum |
| MWh | Megawatt hour |
| NHᶾ | Ammonia |
| NM | Nautical Miles |
| NO | Nitrogen Oxides |
| x | |
| NPK | Nitrogen (N) - Phosphorus (P) - Potassium (K) |
| NTVRP | US Nontank Vessel Response Plan |
| O&M | Operations & Maintenance |
| OB | Order Book |
| OCIMF | Oil Companies Marine International Forum |
| ODS | Ozone Depleting Substances |
| OPEX | Operating Expenditures |
| PDH | Propane DeHydrogenation |
| Petchems | Petrochemicals |
| PPM | Parts per million |
| pr | pressurized |
| PVC | Polyvinyl chloride |
| R&D | Research and Development |
| REBITDA | Recurring earnings before interests, taxes, depreciations and amortizations |
| SCR | Selective Catalytic Reduction |
| SDG | Sustainable Development Goals |
| SEEMP | Ship Energy Efficiency Management Plan |
| Semi-ref. | Semi-refrigerated LPG carrier |
| SIGTTO | Society of International Gas Tanker and Terminal Operators |
| SMPEP | Shipboard Marine Pollution Emergency Plan |
| SMS | Safety Management System |
| SOPEP | Shipboard Oil Pollution Emergency Plan |
| SO | Sulphur Oxides |
| X | |
| SRDII | Second Shareholders' Rights Directive |
| SRR | EU Ship Recycling Regulation No. 1257/2013 |
| STS | Ship-to-ship cargo transfer |
| TC | Time Charter |
| TCE | Time Charter Equivalent |
| TMSA | Tanker Manager and Self-Assessment |
| TRCF | Total Recordable Case Frequency |
| TTSL | Taking The Safety Lead |
| U/C | Under Construction |
| ULCV | Ultra Large Container Vessel |
| ULGC | Ultra Large Gas Carrier |
| UN | United Nations |
| UNCLOS | United Nations Convention on the Law of the Sea |
| USCG | United States Coast Guard |
| USD | United States Dollar |
| UV | Ultra Violet |
| VCM | Vinyl Chloride Monomer |
| VLGC | Very Large Gas Carrier |
| VLSFO | Very Low Sulphur Fuel Oil |
| VOC | Volatile Organic Compounds |
Nicolas Saverys – Executive Chairman FMO BV represented by Francis Mottrie ACACIA I BV represented by Els Verbraecken Maryam Ayati Michel Delbaere Wouter De Geest Carl-Antoine Saverys Stephanie Saverys Baron Philippe Vlerick Isabelle Vleurinck
Casaver BV represented by Carl-Antoine Saverys Chief Executive Officer
FMO BV represented by Francis Mottrie Chief Operating Officer
HAX BV represented by Hadrien Bown Chief Financial Officer
FLX Consultancy BV represented by Jonathan Raes Executive Director Infrastructure
Lisann AS represented by Jens Ismar Executive Director Shipping
De Gerlachekaai 20 2000 Antwerp Tel: +32(0)3 247 56 11 Fax: +32(0)3 247 56 01 Business registration number: 0860.409.202 Antwerp – section Antwerp Website: www.EXMAR.be E-mail: [email protected]
Deloitte Auditors
Represented by
Mr. Fabio De Clercq
The Dutch version of this financial report must be considered as the official version
All EXMAR press releases can be consulted on the website: www.EXMAR.be
Questions can be asked by telephone at +32(0)3 247 56 11 or by e-mail to [email protected], for the attention of HAX BV represented by Hadrien Bown (CFO) or Mathieu Verly (secretary).
In case you wish to receive our printed annual or half year report please mail: [email protected]
| Results 1st quarter 2024 | 16 May 2024 |
|---|---|
| Annual shareholders meeting | 21 May 2024 |
| Final results 1st semester 2024 | 6 September 2024 |
| Results 3rd quarter 2024 | 8 November 2024 |


Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.