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EXMAR NV

Quarterly Report Sep 8, 2023

3948_ir_2023-09-08_b41ad9b5-3cf8-410b-a981-c00d93e64a99.pdf

Quarterly Report

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FINANCIAL OVERVIEW

CONSOLIDATED KEY FIGURES

International Financial Reporting
Standards (IFRS) (1)
Management reporting based on
proportionate consolidation (2)
June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
CONSOLIDATED RESULTS (IN MILLIONS OF USD)
Revenue 200.2 57.1 243.7 100.3
EBITDA 30.4 1.2 63.5 29.9
Depreciation and impairment losses -20.9 0.4 -34.6 -5.9
Operating result (EBIT) 9.6 1.6 28.9 24.0
Net finance result 2.0 -8.5 -5.0 -14.0
Share of result of equity accounted investees
(net of income tax)
12.5 17.0 0.1 0.2
Result before income tax 24.0 10.1 24.0 10.1
Income tax expense -3.0 -0.4 -3.0 -0.4
Result for the period 21.0 9.7 21.0 9.7
Of which Group share 21.0 9.6 21.0 9.6

INFORMATION PER SHARE (IN USD PER SHARE)

Weighted average number of shares
of the period
57,351,862 57,226,737 57,351,862 57,226,737
EBITDA 0.53 0.02 1.11 0.52
Operating result (EBIT) 0.17 0.03 0.50 0.42
Result for the period 0.37 0.17 0.37 0.17

INFORMATION PER SHARE (IN EUR PER SHARE)

Exchange rate 1.0776 1.1006 1.0776 1.1006
EBITDA 0.49 0.02 1.03 0.47
Operating result (EBIT) 0.15 0.02 0.47 0.38
Result for the period 0.34 0.15 0.34 0.15

(1) The figures in these columns have been prepared in accordance with IFRS as adopted by the EU (i.e. joint-ventures accounted for at equity method). (2) The figures in these columns reflect management presentation and include the joint-ventures based on the proportionate consolidation method instead of the equity method.

A reconciliation between the amounts applying the proportionate method and the equity method is included in Note 5 Reconciliation segment reporting of the Financial Report per June 30, 2023.

KEY RATIOS (PROPORTIONATE CONSOLIDATION, IN MILLIONS OF USD)

* EBITDA: Earnings before interest, taxes, depreciation, amortization and impairment.

ACTIVITY REPORT

SHIPPING 6 INFRASTRUCTURE 10 SUPPORTING SERVICES 12

SHIPPING

EXMAR Shipping is a leading ship owner for the transportation of liquefied petroleum gas, ammonia, petrochemical gases and liquefied natural gas. As a prominent midsize LPG and ammonia ship owner-operator, EXMAR benefits from long-term business partnerships with first-class customers.

PROPORTIONATE CONSOLIDATION - SHIPPING (In millions of USD)

June 30, 2023 June 30, 2022
Revenue 71.9 69.8
EBITDA 31.5 38.0
Operating result (EBIT) 8.3 22.5
Consolidated result after tax -6.8 12.0
Vessels and barges (owned and leased) 514.6 545.3
Financial debts 381.8 438.0

MARKET OVERVIEW

EXMAR's fleet remained employed on term charters for established customers and has 99% coverage for the remainder of 2023.

Freight markets for all fully refrigerated LPG vessels are expected to remain robust throughout 2023. The market has so far absorbed the VLGC (Very Large Gas Carrier, 27 ships) and MGC (Midsize Gas Carrier, 11 ships) newbuildings that were delivered in the first half of 2023. Another batch of newbuild ships will be delivered in the second half of the year, with 19 VLGCs and 8 MGCs expected. These newbuild vessels will be required to transport the expected higher LPG outputs in the US and the Middle East.

2023 also saw the IMO decarbonization regulations become effective, with the EEXI (Energy Efficiency eXisting ship Index), resulting in a speed reduction across a large part of the global fleet. This will tighten ship supply.

EXMAR LPG, the joint venture between EXMAR and Seapeak, has placed an order for four 46,000 m3 newbuild dual-fuel MGCs, two of which may come with an ammonia-fueled engine. The shipping industry sees ammonia as the optimal low-carbon fuel of the future.

EXMAR LPG has also committed to four 40,000 m3 newbuild MGCs, based on a long-term charter with purchase options.

See the graphs below for an overview of the ammonia and LPG cargoes moved by EXMAR's fleet. We see a reduction in LPG cargoes compared to 2022, due to the sale of the EUPEN and the BASTOGNE and the grade change to ammonia on the WAASMUNSTER.

Source: Own data

6

MARKET DRIVERS

On the LPG side, China opened up after a long COVID lockdown and is bringing new propane dehydrogenation plants on stream in 2023 and 2024. Imports of LPG have accordingly increased to record levels.

US LPG exports have been strong on the back of suppressed domestic demand from the petrochemical industry, keeping inventories high and propane prices low. Furthermore, the Panama Canal transit times remain high, causing long delays or higher ton-mile, as operators take the longer route to East Asia.

The ammonia cargo market has, however, seen a correction after last year's rush. Less activity has been recorded, with fewer ship movements and a lower tonmile as a consequence.

On the regulatory side, IMO's decarbonization regulations became effective in January 2023 and EEXI has led to a general speed reduction across shipping markets. The CII regulation has led to much discussion between Owners and Charterers, and the market is still assessing the possible impact on the fleet going forward. In the meantime, the European Union Emission Trading System (EU ETS) comes into force in 2024, with emission taxes levied on all cargoes travelling through EU ports.

0 10 20 30 40 50 60 70 0 20 40 60 80 100 120 2020 2021 2022 2023 2024 Exports, MMt/y Production, MMt/y US LPG PRODUCTION AND EXPORTS

Gas Plant Production Sea Exports

Source: Poten

VERY LARGE GAS CARRIERS (VLGC)

The VLGC freight market has benefited from higher US LPG exports and has experienced a very strong year so far, with historic high levels.

US LPG exports are expected to continue to grow in 2023 to more than 59MMt on the back of increased Natural Gas fractionation, which should maintain revenues in this segment at a good level.

East Asian demand for propane is expected to continue to rise in the second half of 2023 as the new Chinese PDH (propane dehydrogenation) plants come on stream and ramp up ahead of the winter.

The longer waiting times for VLGCs at the Panama Canal locks able to handle Neopanamax vessels are expected to give a further boost to freight markets. Concerns about long waiting times have led Owners to look at alternative routes that avoid the Panamanian locks resulting in a higher ton-mile.

VLGC SPOT TCE RATES

NUMBER OF VOYAGES 1H2022

7

MIDSIZE GAS CARRIERS (MGC)

The global MGC fleet was well employed in the first half of 2023 and rates have remained robust. While 2022 was an eventful year for gas shipping with increased freight and higher ton-mile, 2023 has seen a correction due to fewer ammonia trades. The ammonia cargo trade has seen lower activity and a lower ton-mile, which has generated some commercial pressure on the MGC fleet. LPG trade remained robust, however, so Owners managed to keep MGC hire rates at good levels despite recent newbuilding deliveries.

The second-hand market remained healthy with inquiries about purchasing MGCs and pressurized ships mainly from Turkey, India and the Far East. EXMAR sold its MGC the BASTOGNE (2002), which was delivered in the first quarter of 2023.

PRESSURIZED

The suppressed trade in petrochemical gases in Europe and in Asia in 2023 led to a reduction in the shipping of petrochemical gases.

In Europe, refinery runs started well, but falling demand led to petchems cargoes trading 30% lower in the second quarter. Owners managed to maintain tonnage, as they filled gaps in the petchems market with employment in LPG.

China's struggling real-estate sector has driven down petrochemical demand, resulting in declining shipping demand in the region. Some Owners decided to move ships westwards, and ship sales affected the availability, in particular, of modern ships approved by major energy companies.

1 YR T/C -WEEKLY AVERAGE (\$/PCM)

Source: Gibson

INFRASTRUCTURE

EXMAR's Infrastructure business unit provides highly innovative maritime infrastructure solutions to the energy industry. We develop, build and operate floating production, storage and offloading solutions. This helps our customers improve global access to energy and make their oil, LNG, gas or power production more sustainable.

The business unit is also active in the offshore floating accommodation market, with two accommodation and work barges operating in West Africa, as well as providing highly specialized offshore engineering support and consultancy services through its various engineering offices worldwide.

June 30, 2023 June 30, 2022
Revenue 144.6 24.4
EBITDA 33.4 -4.4
Operating result (EBIT) 23.2 5.6
Consolidated result after tax 18.8 -7.0
Vessels and barges (owned and leased) 210.7 167.2
Financial debts 2.3 51.6

MARKET OVERVIEW

Pressure has eased on the European gas and global energy markets since the beginning of 2023, due to favorable weather and government interventions.

By the end of Q1 2023, European hub and Asian spot natural gas prices had fallen below their summer 2021 levels, although they remain well above their historic averages. The steep decline in natural gas demand reduced the need for storage withdrawals in Europe and the United States over winter 2022/23. As a result, storage sites closed the heating season with inventory levels well above their five-year average. This is expected to reduce replenishment demand during the summer of 2023, and potentially ease market fundamentals.

Global gas supply is set to remain tight in 2023 and the global balance is subject to an unusually wide range of uncertainties. With global gas prices back in singledigit territory, attention is turning to looming oversupply later this decade and its effect on the next phase in the development of LNG infrastructure.

In a world determined to achieve decarbonization targets, economics may exert downward pressure on LNG demand, potentially hampering short to mid-term demand growth to a certain extent.

Similarly, the rush in Europe to secure fast-track floating

LNG import infrastructure has slowed down, as most EU member states had their solutions up and running within a year of the invasion of Ukraine. As LNG has become more affordable again, LNG import projects outside Europe are regaining momentum.

Given EXMARs Infrastructure business unit is the world's sole provider of maritime LNG infrastructure solutions on both sides of the value chain (liquefaction and regasification), EXMAR is uniquely positioned to provide

PRICE DEVELOPMENTS

Source: Bloomberg

solutions against the backdrop of constantly changing market conditions. Higher LNG prices increase demand for additional LNG liquefaction solutions, while lower LNG prices stimulate new FSRU LNG import projects. With natural gas prices in low double-digit territory, markets have balanced out, stimulating both the need for new FLNG and FSRU projects.

LNG INFRASTRUCTURE HIGHLIGHTS

SANCTIONED LNG CAPACITY

Source: Global LNG Outlook. Energy Aspects.

FSRU EEMSHAVEN LNG is on hire to GASUNIE affiliate EemsEnergyTerminal. The FSRU has been running steadily at 300 MMscf per day on onshore power and utilizes recycled heating water from nearby industries, both of which significantly reduce its environmental impact.

LNG carrier EXCALIBUR is on hire to Eni Congo for use as a floating storage unit (FSU) alongside the TANGO FLNG for its planned offshore LNG export terminal operations in Congo. The unit is currently undergoing upgrade, life extension and conversion works at Dubai Dry Docks and is expected to be operational before year-end.

TANGO FLNG, the liquefaction unit formerly owned by EXMAR and now under Eni's control, is undergoing work at the same yard to enable it to operate with the EXCALIBUR offshore in Congo. EXMAR is Eni's leading partner for engineering, overseeing the conversions and commissioning the terminal.

ACCOMMODATION BARGES

The accommodation and work barge NUNCE is under contract to Sonangol until the end of May 2024. It operates offshore in Angola with an average of 300 passengers on board.

TotalEnergies Congo operates the accommodation and work barge WARIBOKO under a six-month contract. Offshore operations started in Congo on 19 May 2023.

ENGINEERING SERVICES

Activity at EXMAR Offshore Houston (EOC) continues at high capacity in 2023.

The engineering phase of the TANGO FLNG and EXCALIBUR conversion work for Eni is nearing completion.

The engineering phase of the Shenandoah newbuild for Beacon Offshore Energy, the fourth OPTI® floating production facility (FPS), and the Salamanca FPS hull conversion for LLOG Exploration will draw to a close in mid-2023. Construction supervision and technical support will continue until installation in 2025.

EOC has been awarded the detailed engineering and design contract for Woodside's Trion FPS project in the Mexican Gulf of Mexico.

At DV Offshore, technical assistance and project support activities for offshore mooring and other installation generated a stable operating result.

SUPPORTING SERVICES

PROPORTIONATE CONSOLIDATION - SUPPORTING SERVICES (In millions of USD)

June 30, 2023 June 30, 2022
Revenue 35.0 11.1
EBITDA -1.4 -3.7
Operating result (EBIT) -2.5 -4.1
Consolidated result after tax 9.1 4.7
Vessels and barges (owned and leased) 0.0 0.0
Financial debts 11.2 1.8

EXMAR SHIPMANAGEMENT

EXMAR Shipmanagement provides ship management services to specialized industries, applying the highest health, safety, environment, energy and quality standards.

EXMAR Shipmanagement combines the intragroup ship manager profile with a number of first-class third-party customers. This generates synergies and improvements for both types of customer, with a consistent benchmark to measure the competitiveness of services for in-house vessels and personalized ship management for third-party shipowners. With that in mind, we continue to work on expanding our thirdparty ship management services.

Both Shipping and Infrastructure business units were very busy in the first half of 2023.

The Shipping business unit performed two drydocks and a scrubber installation in the first half of the year, with a further four scheduled for the second half of the year. While this is a continuous process, we constantly aim to improve drydocking efficiency by implementing new software to support the ashore and onboard teams.

After the delivery of the Cerro Alto Explorer in April 2023, the EXMAR Shipmanagement now has a fleet of six LPG dual-fueled vessels. This puts us at the forefront of technological advancement, which always comes with operational challenges that need to be addressed in partnership with various stakeholders. EXMAR Shipmanagement teams use their creativity and experience to come up with concrete solutions and actively assist Owners in various projects in their drive to decarbonize or raise efficiency.

The Infrastructure business unit completed the commissioning of the EEMSHAVEN LNG in the Netherlands at the beginning of the year, seamlessly transitioning to full commercial operations. The team also continued to work on the TANGO FLNG and EXCALIBUR, which are currently in Dubai for conversion work. After completion, ENI will deploy them in the Marine XII field in the Republic of the Congo. As part of this project we both support the EPC contractor with the required conversions and prepare implementation of operations and maintenance of both units in Congo over the next 10 years.

BEXCO

BEXCO is a leading European manufacturer of precisionengineered synthetic mooring, towing and lifting ropes for offshore, marine and industrial applications.

Several deep-water mooring contracts have been secured for oil and gas markets since Q4 2022, with production scheduled for 2023 and 2024. First half-year results in 2023 were boosted further by a general fall in raw material prices and a strong order book for marine ropes and lifting slings.

The outlook for the second half of 2023 remains very positive.

15

FINANCIAL REPORT

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 16 HALF YEAR REPORT BOARD OF DIRECTORS 37 STATEMENT TRUE AND FAIR VIEW 38

"People behind the scenes"

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

June 30 December 31
(In thousands of USD) Note 2023 2022
Non-current assets 570,814 571,810
Vessels and barges 11 425,327 437,966
Other property, plant and equipment 15,326 14,556
Intangible assets 196 225
Right-of-use assets 9,805 10,910
Investments in equity accounted investees 12 119,089 107,082
Deferred tax assets 1,071 1,071
Current assets 566,354 606,465
Derivative financial assets 708 573
Other investments 1,720 1,849
Inventories 14,513 9,217
Trade and other receivables 14 96,899 67,089
Borrowings to equity accounted investees 13 7,030 7,000
Current tax assets 3,918 1,185
Cash and cash equivalents 15 441,565 519,553
Total assets 1,137,168 1,178,276
Equity 760,933 798,691
Equity attributable to owners of the Company 760,705 798,511
Share capital 88,812 88,812
Share premium 209,902 209,902
Reserves 440,998 179,480
Result for the period 20,994 320,317
Non-controlling interest 228 180
Non-current liabilities 254,106 250,370
Borrowings 17 154,888 167,548
Other Payables 21 78,000 78,000
Employee benefit obligations 1,040 1,040
Provisions 21 17,304 800
Deferred tax liabilities 2,873 2,982
Current liabilities 122,129 129,215
Borrowings 17 27,750 50,800
Trade and other payables 9 91,039 75,542
Current tax liability 3,340 2,873
Total liabilities 376,235 379,585
Total equity and liabilities 1,137,168 1,178,276

INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

6 months ending
(In thousands of USD) Note 2023 2022
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Revenue 6 200,213 57,083
Gain on disposal 27 502
Other operating income 769 1,969
Operating income 201,010 59,555
Vessel expenses 7 -89,882 -29,632
Raw materials and consumables used 8 -12,129 0
General and administrative expenses 9 -29,700 -14,327
Personnel expenses -22,240 -14,402
Depreciations and amortisations -16,685 -17,967
Impairment losses and reversals 13 -4,200 18,345
Other operating expenses 21 -16,617 -1
Result from operating activities 9,557 1,570
Interest income 10 10,864 900
Interest expenses 10 -5,997 -10,768
Other finance income 10 1,817 6,005
Other finance expenses 10 -4,720 -4,630
Net finance result 1,963 -8,493
Result before income tax and share of result of equity accounted
investees
11,520 -6,923
Share of result of equity accounted investees (net of income tax) 12 12,503 17,036
Result before income tax 24,023 10,114
Income tax expense -2,985 -424
Result for the period 21,038 9,689
Attributable to:
Non-controlling interest 44 41
Owners of the Company 20,994 9,648
Result for the period 21,038 9,689
Basic earnings per share (in USD) 16 0.37 0.17
Diluted earnings per share (in USD) 16 0.37 0.17
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Result for the period 21,038 9,689
Items that are or may be reclassified subsequently to profit or loss:
Equity accounted investees - share in other comprehensive income -354 1,578
Foreign currency translation differences 1,025 -522
Other -171 0
Total other comprehensive income for the period (net of tax) 500 1,056
Total comprehensive income for the period 21,539 10,746
Attributable to:
Non-controlling interest 48 32
Owners of the Company 21,491 10,713

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

6 months ending
(In thousands of USD) Note 2023 2022
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
Result for the period 21,038 9,689
Share of result of equity accounted investees (net of income tax) 12 -12,503 -17,036
Depreciations & amortisations 16,685 17,967
Impairment losses and reversals 4,200 -18,345
Net finance result 10 -1,963 8,493
Income tax expense/ (income) 2,985 424
Net (gain)/ loss on sale of assets -27 -502
Other non-cash items 0 -1,193
Realized foreign currency gains (losses) -2,268 894
Gross cash flow from operating activities 28,147 392
Increase/(decrease) of inventories -5,081 0
(Increase)/decrease of trade and other receivables -28,592 14,206
Increase/(decrease) of trade and other payables 15,001 3,239
Increase/(decrease) in provisions and employee benefits 16,504 0
Cash generated from operating activities 25,979 17,837
Interest paid 10 -6,015 -10,141
Interest received 10 10,130 259
Income taxes paid -5,360 -555
NET CASH FROM OPERATING ACTIVITIES 24,734 7,400
Acquisition of vessels and vessels under construction 11 -2,493 -5,650
Acquisition of other property plant and equipment -1,153 -205
Acquisition of intangible assets 0 -20
Proceeds from the sale of vessels and other property, plant and
equipment
64 13,002
Dividends from equity accounted investees 12 142 2,079
Other dividends received 19 18
Borrowings to equity accounted investees 13 -3,317 -896
Repayments from equity accounted investees 13 1 7,500
NET CASH FROM INVESTING ACTIVITIES -6,735 15,828
Dividend paid -61,881 -5,023
Proceeds from new borrowings 17 4,143 50,000
Repayment of borrowings 17 -39,359 -92,711
Repayment of lease liabilities IFRS 16 (principal portion) -883 -712
Payment of debt transaction costs & banking fees -730 -1,828
Proceeds from exercising share option plans 2,584 0
NET CASH FROM FINANCING ACTIVITIES -96,126 -50,273
NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS -78,126 -27,045
Net cash and cash equivalents at 1 January 15 519,553 71,130
Net increase/(decrease) in cash and cash equivalents -78,126 -27,045
Exchange rate fluctuations on cash and cash equivalents 138 -705
NET CASH AND CASH EQUIVALENTS AT JUNE 30 15 441,565 43,380

INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(In thousands of USD) Note Share
capital
Share
premium
Retained
earnings
Reserve for
treasury
shares
Translation
reserve
Hedging
reserve
Share-based
payments
reserve
Total controlling
interest
Non-
Total equity
Opening equity as previously reported per January 1,
2023
88,812 209,902 542,676 -44,350 -2,760 3,010 1,221 798,511 180 798,691
Comprehensive result for the period
Result for the period 20,994 20,994 44 21,038
Foreign currency translation differences 1,022 1,022 4 1,025
Foreign currency translation differences - share equity
accounted investees
12 5 5 5
Other -171 -171 -171
Net change in fair value of cash flow hedges - share equity
accounted investees
12 -359 -359 -359
Total other comprehensive result 0 0 -171 0 1,027 -359 0 497 4 500
Total comprehensive result for the period 0 0 20,823 0 1,027 -359 0 21,491 48 21,539
Transactions with owners of the Company
Dividends declared -61,881 -61,881 0 -61,881
Share-based payments -1,300 4,824 -940 2,584 2,584
Total transactions with owners of the Company 0 0 -63,181 4,824 0 0 -940 -59,297 0 -59,297
(In thousands of USD) Note Share Share Retained Reserve for Translation Hedging Total
Closing equity per June 30, 2023 capital
88,812
premium
209,902
earnings
500,318
treasury
-39,526
shares
reserve
-1,733
reserve
2,651
payments
281
760,705 controlling
228
Total equity
760,933
Opening equity as previously reported per January 1,
2022
88,812 209,902 282,048 -44,349 -3,028 761 2,086 536,232 272 536,503
Comprehensive result for the period
Result for the period 9,648 9,648 41 9,689
Foreign currency translation differences -513 -513 -9 -522
Foreign currency translation differences - share equity
accounted investees
-408 -408 -408
Net change in fair value of cash flow hedges - share equity
accounted investees
1,986 1,986 1,986
Total other comprehensive result 0 0 0 0 -920 1,986 0 1,065 -9 1,056
Total comprehensive result for the period 0 0 9,648 0 -920 1,986 0 10,713 32 10,746
Transactions with owners of the Company
Dividends declared -4,904 -4,904 -118 -5,023
Total transactions with owners of the Company 0 0 -4,904 0 0 0 0 -4,904 -118 -5,023
Closing equity per June 30, 2022 88,812 209,902 286,792 -44,349 -3,948 2,747 2,086 542,041 185 542,226

NOTE 1 – REPORTING ENTITY

EXMAR NV is a company domiciled in Belgium, whose shares are publicly traded (Euronext - EXM). The interim condensed consolidated financial statements of EXMAR NV for the six months ended 30 June 2023 comprise EXMAR NV and its subsidiaries (together referred to as the "Group") and the Group's interests in associates and joint arrangements. The Group is active in the industrial shipping business.

NOTE 2 – BASIS OF PREPARATION

The interim condensed consolidated financial statements for the six months ended June 30, 2023 have been prepared in accordance with IFRS and in accordance with IAS 34 Interim financial reporting as adopted by the EU. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should therefore be read in conjunction with the Group's annual consolidated financial statements as at December 31, 2022.

These interim condensed consolidated financial statements were approved by the Board of Directors on September 8, 2023, but were not subject to an audit or a review by our statutory auditor.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

The accounting policies adopted in the preparation of these interim condensed consolidated financial statements are consistent with those applied in the Group's annual consolidated financial statements as at and for the year ended December 31, 2022.

The Group applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after January 1, 2023. We refer to the annual report of 2022 for this overview.

The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

The main exchange rates used are:

Closing rates Average rates
EXCHANGE RATES For the six months ended
June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022
EUR 0.9203 0.9627 0.9280 0.9086
GBP 0.7899 0.8262 0.8148 0.7638
HKD 7.8370 7.8457 7.8363 7.8220
NOK 10.7712 9.9629 10.4525 9.0112
XAF 603.5003 631.7119 608.6427 595.9476
ARS 256.7394 125.2191 205.4232 110.1443
KRW 1,321.0040 1,302.0833 1,298.7013 1,218.0268

NOTE 4 – SEGMENT REPORTING

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 interim condensed consolidated statement of financial position and the interim condensed consolidated statement of profit or loss is presented in Note 5 Reconciliation segment reporting. All differences relate to the application of IFRS 11 Joint arrangements, no other differences exist.

Segment reporting 2023

(In thousands of USD)
CONSOLIDATED STATEMENT
OF PROFIT OR LOSS
For the six months ended June 30, 2023
Shipping Infrastucture Supporting
services
Eliminations Total
Revenue third party 69,855 143,148 29,916 0 242,918
Revenue intra-segment 2,082 603 5,042 -7,727 0
Royalty income 0 800 0 0 800
Total revenue 71,937 144,550 34,958 -7,727 243,718
Gain on disposal 2,267 0 2 0 2,269
Other operating income 58 2 727 -18 769
Operating income 74,262 144,552 35,687 -7,745 246,757
Operating result before depreciations,
amortisations & impairment losses (EBITDA)
31,507 33,393 -1,429 0 63,471
Depreciations and amortisations -23,256 -6,000 -1,115 0 -30,371
Impairment losses and reversals 0 -4,195 -5 0 -4,200
Operating result (EBIT) 8,252 23,197 -2,549 0 28,900
Interest income (non-intra-segment) 1,670 849 9,957 0 12,476
Interest income intra-segment 676 702 6,482 -7,860 0
Interest expenses (non-intra-segment) -13,767 -400 -143 0 -14,310
Interest expenses intra-segment -3,021 -4,141 -698 7,860 0
Other finance income 161 982 760 0 1,903
Other finance expenses -508 -962 -3,566 0 -5,036
Share of result of equity accounted investees
(net of income tax)
0 0 92 0 92
Income tax expense -291 -1,458 -1,238 0 -2,987
Segment result for the period -6,828 18,769 9,096 0 21,038
Attributable to:
Non-controlling interest 44
Owners of the Company 20,994
(In thousands of USD)
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
For the six months ended June 30, 2023
Shipping Infrastucture Supporting
services
Eliminations Total
Assets
Vessels and barges 508,442 208,534 0 716,976
Other property, plant and equipment 47 428 14,852 15,326
Intangible assets 0 13 183 196
Right-of-use assets 6,165 2,199 7,017 15,381
Investments in equity accounted investees 0 0 411 411
Borrowings to equity accounted investees 0 7,000 30 7,030
Loan receivables intra-segment 74,907 56,336 438,390 -569,633 0
Inventories 0 0 14,513 14,513
Restricted cash 1,778 0 0 1,778
Cash and cash equivalents 40,728 24,705 412,528 477,961
Total segment assets 632,066 299,215 887,924 -569,633 1,249,571
Unallocated other investments 0 3,989
Unallocated trade and other receivables 0 110,384
Trade and other receivables intra-segment 3,379 882 23,146 -27,407 0
Other unallocated assets 6,080
Total assets -597,040 1,370,024
Liabilities
Non-current borrowings 348,835 1,785 5,700 356,319
Current borrowings 32,990 475 5,524 38,989
Borrowings intra-segment 66,124 42,875 460,635 -569,633 0
Other payables 0 78,000 0 78,000
Non-current provisions 14,643 4,208 800 19,651
Total segment liabilities 462,592 127,343 472,658 -569,633 492,959
Unallocated equity 0 760,932
Unallocated trade and other payables 0 108,856
Trade and other payables intra-segment 12,162 14,343 901 -27,407 0
Unallocated other liabilities 0 7,276
Total equity and liabilities -597,040 1,370,024

Segment reporting 2022

(In thousands of USD)
CONSOLIDATED STATEMENT
OF PROFIT OR LOSS
For the six months ended June 30, 2022
Shipping Infrastucture Supporting
services
Eliminations Total
Revenue third party 69,170 23,342 7,832 0 100,344
Revenue intra-segment 620 1,009 3,229 -4,858 0
Total revenue 69,790 24,351 11,061 -4,858 100,344
Gain on disposal 582 0 8 0 590
Other operating income 540 1,213 235 -18 1,969
Operating income 70,912 25,564 11,303 -4,876 102,903
Operating result before depreciations,
amortisations & impairment losses (EBITDA)
37,996 -4,441 -3,665 0 29,889
Depreciations and amortisations -23,988 -8,338 -459 0 -32,785
Impairment losses and reversals 8,525 18,345 0 0 26,870
Operating result (EBIT) 22,533 5,566 -4,124 0 23,975
Interest income (non-intra-segment) 119 608 149 0 875
Interest income intra-segment 39 12 7,639 -7,690 0
Interest expenses (non-intra-segment) -10,232 -5,788 -39 0 -16,058
Interest expenses intra-segment -410 -7,228 -51 7,690 0
Other finance income 753 1,993 3,372 0 6,118
Other finance expenses -252 -2,743 -1,962 0 -4,957
Share of result of equity accounted investees
(net of income tax)
0 87 77 0 164
Income tax expense -506 456 -377 0 -428
Segment result for the period 12,044 -7,038 4,683 0 9,689
Attributable to:
Non-controlling interest 41
Attributable to owners of the Company 9,648

NOTE 5 – RECONCILIATION SEGMENT REPORTING

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 interim condensed 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 4 Segment reporting (using the proportionate consolidation method).

Reconciliation segment reporting 2023

(In thousands of USD)
For the six months ended June 30, 2023
Proportionate
consolidation
Difference Equity
consolidation
Revenue 243,718 -43,505 200,213
Gain on disposal 2,269 -2,242 27
Other operating income 769 0 769
Vessel expenses -102,427 12,545 -89,882
Raw materials and consumables used -12,129 0 -12,129
General and administrative expenses -29,872 172 -29,700
Personnel expenses -22,240 0 -22,240
Depreciations and amortisations -30,371 13,686 -16,685
Impairment losses and reversals -4,200 0 -4,200
Other operating expenses -16,617 0 -16,617
Result from operating activities 28,900 -19,343 9,557
Interest income 12,476 -1,613 10,864
Interest expenses -14,310 8,312 -5,997
Other finance income 1,903 -86 1,817
Other finance expenses -5,036 317 -4,720
Result before income tax and share of result of equity accounted
investees
23,934 -12,414 11,520
Share of result of equity accounted investees (net of income tax) 92 12,412 12,503
Income tax expense -2,987 2 -2,985
Result for the period 21,038 0 21,038
(In thousands of USD)
For the period ended June 30, 2023
Proportionate
consolidation
Difference Equity
consolidation
Vessels and barges 716,976 -291,648 425,327
Other property, plant and equipment 15,326 0 15,326
Intangible assets 196 0 196
Right-of-use assets 15,381 -5,575 9,805
Investments in equity accounted investees 411 118,678 119,089
Deferred tax assets 1,071 0 1,071
Non-current assets 749,360 -178,546 570,814
Derivative financial asset 3,360 -2,651 708
Other investments 1,720 0 1,720
Inventories 14,513 0 14,513
Trade and other receivables 110,384 -13,485 96,899
Short term borrowings to equity accounted investees 7,030 0 7,030
Current tax assets 3,918 0 3,918
Restricted cash 1,778 -1,778 0
Cash and cash equivalents 477,961 -36,396 441,565
Current assets 620,664 -54,310 566,354
Total assets 1,370,024 -232,856 1,137,168
Equity 760,933 0 760,933
Borrowings 356,319 -201,432 154,888
Other payables 78,000 0 78,000
Employee benefits 1,040 0 1,040
Non-current provisions 19,651 -2,347 17,304
Deferred tax liabilities 2,873 0 2,873
Non-current liabilities 457,884 -203,778 254,106
Borrowings 38,989 -11,239 27,750
Trade and other payables 108,856 -17,817 91,039
Current tax liability 3,362 -23 3,340
Current liabilities 151,208 -29,079 122,129
Total equity and liabilities 1,370,024 -232,856 1,137,168

Reconciliation segment reporting 2022

(In thousands of USD)
For the six months ended June 30, 2022
Proportionate
consolidation
Difference Equity
consolidation
Revenue 100,344 -43,261 57,083
Gain on disposal 590 -87 502
Other operating income 1,969 0 1,969
Vessel expenses -44,351 14,719 -29,632
General and administrative expenses -14,259 -68 -14,327
Personnel expenses -14,402 0 -14,402
Depreciations and amortisations -32,785 14,817 -17,967
Impairment losses and reversals 26,870 -8,525 18,345
Other operating expenses -1 0 -1
Result from operating activities 23,975 -22,405 1,570
Interest income 875 25 900
Interest expenses -16,058 5,290 -10,768
Other finance income 6,118 -113 6,005
Other finance expenses -4,957 328 -4,630
Result before income tax and share of result of equity accounted
investees
9,952 -16,875 -6,923
Share of result of equity accounted investees (net of income tax) 164 16,872 17,036
Income tax expense -428 4 -424
Result for the period 9,689 0 9,689

NOTE 6 – REVENUE

For the period ended June 30,
(In thousands of USD)
2023 2022
Shipping segment 26,284 25,782
Infrastructure segment - ordinary revenue 142,821 22,179
Supporting services segment - ordinary revenue 31,109 9,122
Revenue 200,213 57,083

The increase in total revenue in 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 Eni Congo project, the employment of the EXCALIBUR FLNG and the employment of the FSRU EEMSHAVEN LNG.

The increase in revenue in Supporting services results mainly from BEXCO NV entering into the consolidation scope of the Group (since November 2022).

Revenue which falls within the scope of IFRS 16 Leasing represented 28.0% (June 2022: 50.8%) of total revenue and is mainly situated in the Shipping segment. Revenue which falls within the scope of IFRS 15 Revenue from contracts with customers represented 72.0% (June 2022: 49.2%) of total revenue and is mainly situated in the Infrastructure and Supporting services segment.

NOTE 7 – VESSEL EXPENSES

For the period ended June 30,
(In thousands of USD)
2023 2022
Vessel expenses crew -15,080 -13,532
Vessel expenses maintenance -41,139 -11,598
Vessel expenses insurance -922 -1,438
Vessel expenses other -32,741 -3,064
Vessel expenses -89,882 -29,632

Vessel expenses are expenses made to operate a vessel and include primarily crew, maintenance, insurance and other related expenses.

The increase in the vessel expenses is mainly the result of the increased expenses in relation to the engineering, procurement and construction contracts for the Eni Congo project.

NOTE 8 – PURCHASE OF GOODS

In the first six months of 2023 EXMAR reports purchases of goods for the business activities of BEXCO NV that became a subsidiary of the Group as from November 1, 2022.

NOTE 9 – GENERAL AND ADMINISTRATIVE EXPENSES

For the period ended June 30,
(In thousands of USD)
2023 2022
Administrative expenses -25,339 -13,014
Freight charges -860 0
Non-income based taxes -1,546 -831
Other expenses -1,955 -482
General and administrative expenses -29,700 -14,327

During 2023 administrative expenses increased as a result of specific project work in relation to the Eni Congo project and higher consulting fees. The former also causes the increase in trade payables position for the period ended June 30, 2023.

Administrative expenses and freight charges for the BEXCO activities since their inclusion in the consolidation scope had an impact of USD 3.7 million on the first 6 months of 2023.

NOTE 10 – FINANCE RESULT

For the period ended June 30,
(In thousands of USD)
2023 2022
Interest income on borrowings to equity accounted investees 605 815
Interest income on cash and cash equivalents 10,259 85
Interest income 10,864 900
Interest expenses on borrowings -5,729 -9,556
Amortisation transaction costs -269 -1,212
Interest expenses -5,997 -10,768

Interest income on cash and cash equivalents increased significantly thanks to the higher income on short-term deposits, due to both the higher rate as the higher amounts in short-term deposits.

Interest expenses relate to EXMAR's borrowings as disclosed in Note 17 Borrowings and the decrease of USD 4.8 million is mainly the combined effect of (I) lower interests in the Infrastructure segment due to the repayment of the NOK bond (USD 3.3 million) at maturity end May 2022, (II) repayment of the Bank Of China loan facility that occurred in August 2022 and (III) the repayment of the Sequoia credit facility at the end of August 2022.

For the period ended June 30,
(In thousands of USD)
2023 2022
Realised exchange gains 713 2,142
Unrealised exchange gains 755 3,359
Dividend income from non-consolidated companies 19 18
Equity securities measured at FVTPL 0 103
Fair value gain on financial instruments 124 0
Premium refund 0 0
Other 206 382
Other finance income 1,817 6,005
Realised exchange losses -3,105 -40
Unrealised exchange losses -678 -3,460
Banking fees -232 -864
Other -704 -266
Other finance expenses -4,720 -4,630

The realized exchange gains in the first 6 months of 2022, net of the settlement loss of related derivative assets, primarily relate to the NOK bond repayment in May 2022.

The realized exchange losses of the first 6 months of 2023 include USD 1.9 million loss on the settlement of EUR-USD short-term swaps.

NOTE 11 – VESSELS AND BARGES

(In thousands of USD)
Cost
Shipping Infrastructure Under
construction
- advance
payments
Total
Balance as per January 1, 2023 (1) 276,542 241,993 0 518,536
Changes during the financial year
Acquisitions 207 2,286 0 2,493
Transfers 0 -142 0 -142
Balance as per June 30, 2023 276,749 244,138 0 520,887
Depreciations and impairment losses
Balance as per January 1, 2023 (1) 44,784 35,766 0 80,550
Changes during the financial year
Depreciations 9,942 5,190 0 15,131
Transfers 20 -142 0 -122
Balance as per June 30, 2023 54,745 40,814 0 95,560
Net book value
Net book value as per December 31, 2022 231,739 206,227 0 437,966
Net book value as per June 30, 2023 222,004 203,323 0 425,327

(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 the first 6 months of 2023, the acquisitions relate to capitalized dry dock expenses for vessels in the Shipping and Infrastructure segments.

The vessels are pledged as a security for the related underlying liabilities. We refer to Note 17 Borrowings for more information in respect of these underlying liabilities.

Impairment

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. EXMAR did not record a change in impairments. For vessels under joint venture ownership, impairment triggers are evaluated in the same way as for the whollyowned fleet. We refer to Note 12 Investments in equity accounted investees in this respect.

In the June 30, 2022 figures an impairment charge of USD 18.3 million was reversed for the EEMSHAVEN LNG, former FSRU S188, based on two independent broker reports.

NOTE 12 – INVESTMENTS IN EQUITY ACCOUNTED INVESTEES

The change in investments in equity accounted investees can be detailed as follows:

(In thousands of USD) 2023
Balance as per January 1 107,082
Changes during the period:
Share in profit/(loss) 12,503
Dividends -142
Change in allocated negative net assets 0
Exchange differences 5
Changes in other comprehensive income equity accounted investees -359
Balance as per June 30 119,089

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 June 30, 2023 an amount of USD 471.4 million (December 2022: USD 541.6 million) was outstanding under such loan agreements, of which EXMAR has guaranteed USD 208.7 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.

For the fleet under joint-venture ownership, impairment triggers are evaluated in the same way as for the whollyowned fleet. We refer to Note 11 Vessels and barges for more information in this respect.

In the period ending June 30, 2023, EXMAR accounted for a share in the profit of the equity accounted investees (USD 12.5 million).

(In thousands of USD) Shipping Infrastructure Supporting
services
Total
As per January 1, 2023 0 7,000 0 7,000
New loans and borrowings 0 3,317 0 3,317
Accrued interest 0 741 0 741
Repayments 0 -1 0 -1
Impairment 0 -4,026 0 -4,026
As per June 30, 2023 0 7,030 0 7,030
More than 1 year 0 0 0 0
Less than 1 year 0 7,030 0 7,030

NOTE 13 – BORROWINGS TO EQUITY ACCOUNTED INVESTEES

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 recorded an impairment charge of USD 4.1 million and did not allocate any negative net assets.

Electra Offshore Ltd (Infrastructure segment) USD 7.0 million (2022: USD 7.0 million)

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 reduced to its expected recoverable amount, which is the fair value of the pledge on the underlying asset.

NOTE 14 – TRADE AND OTHER RECEIVABLES

(In thousands of USD) 2023 2022
Trade receivables (including contract assets) 78,669 47,087
Cash guarantees 166 175
Other receivables 11,857 14,539
Deferred charges and accrued income 6,207 5,289
Balance as per June 30 / December 31 96,899 67,089

The increase in the trade and other receivables in 2023 is primarily the result of the outstanding receivables related to the hire, variation orders and engineering services for EEMSHAVEN LNG, EXCALIBUR and the Eni Congo project. The contract assets included in the table above amounted to USD 17.0 million for the period ended June 30, 2023.

NOTE 15 – RESTRICTED CASH AND CASH AND CASH EQUIVALENTS

(In thousands of USD) 2023 2022
Bank 75,037 51,320
Cash in hand 1 17
Short-term deposits 366,528 468,216
Balance as per June 30 / December 31 441,565 519,553

We refer to the interim condensed consolidated statement of cash flows for a detailed analysis of the cash movements.

NOTE 16 – EARNINGS PER SHARE

2023 2022
Result for the period, attributable to owners of the Company
(in thousands USD)
20,994 9,648
Issued ordinary shares as per June 30 59,500,000 59,500,000
Effect of treasury shares -2,026,013 -2,273,263
Weighted average number of ordinary shares as per June 30 57,351,862 57,226,737
Basic earnings per share in USD 0.37 0.17
2023 2022
Result for the period, attributable to owners of the Company
(in thousands USD)
20,994 9,648
Weighted average number of ordinary shares as per June 30 57,351,862 57,226,737
Dilution effect of share based compensation 74,669 0
Weighted average number of ordinary shares including options 57,426,531 57,226,737
Diluted earnings per share in USD 0.37 0.17

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 the first 6 months of 2023 a total of 247,250 options of plan 10 were exercised at a price of 9.62 EUR per share.

NOTE 17 – BORROWINGS

(In thousands of USD) Bank loans Other loans Lease
liabilities
ROU assets
Total
As of 1 January 2023 188,891 19,192 10,264 218,347
New loans 4,143 0 228 4,370
Repayments -39,359 0 -887 -40,246
Transfers 2,425 -2,425 0 -0
Amortized transaction costs 151 120 0 271
Exchange differences 49 0 141 190
Accrued interest payable -16 0 0 -16
Contract re-measurement/ contract modification 352 0 -631 -278
As of 30 June 2023 156,636 16,888 9,115 182,638
More than 1 year 130,489 16,872 7,527 154,888
Less than 1 year 26,147 15 1,588 27,750
As of 30 June 2023 156,636 16,888 9,115 182,638
Shipping segment 151,725 16,872 563 169,160
Infrastructure segment 0 0 2,260 2,260
Supporting services segment 4,911 15 6,291 11,217
As of 30 June 2023 156,636 16,888 9,115 182,638

Bank loans

The bank loans mainly relate to:

FLANDERS INNOVATION & FLANDERS PIONEER – USD 132.7 million (December 2022: USD 135.5 million)

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.

LPG pressurized facilities - USD 19.0 million

(December 2022: USD 42.6 million)

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 LIBOR 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 the first quarter of 2023, EXMAR has exercised the early buy-out option of 1 vessel, with payment planned in the third quarter of 2023 and consequently management has transferred the related outstanding equity part of these vessels to "bank loans" (USD 2.4 million) and presented the expected payable amount as short-term (USD 7.1 million). EXMAR paid USD 21.8 million for the early buy out option of 3 vessels that were exercised at the end of 2022.

All obligations of the borrower are guaranteed by EXMAR NV ("guarantor").

Bank loans Solaia Shipping LLC and BEXCO NV – USD 4.9 million (December 2022: USD 10.8 million)

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 June 2023.

BEXCO NV has additional loans of EUR 3.8 million in the first 6 months of 2023. Total outstanding loans as per June 30, 2023 amounted to USD 4.9 million.

Other loans

Pressurized fleet - USD 16.9 million (December 2022: USD 19.2 million)

The other loans comprise the outstanding equity part of the JOLCO (Japanese Operating Lease with Call Option) financing. At June 30, 2023, the outstanding balance amounts to USD 16.9 million and relates to 6 vessels.

Management assumes to exercise the purchase options of the six remaining vessels before or at the end of the lease, which will then result in an additional cash out of USD 9.3 million.

Available credit facilities

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 of June 2023.

Other information

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 facility served the purpose of refinancing the existing revolving facility of USD 310.0 million, maturing at the end of 2023, and to refinance the Japanese lease liabilities. The loan matures 5 years after signing date. As at June 30, 2023, EXMAR Shipping BV had drawn USD 280.0 million of the revolving credit facility and USD 140.0 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.

Covenants

Different debt covenants exist that require compliance with certain financial ratio's. These ratios are calculated semiannually 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
June 30, 2023 (2)
Actual
December 31,
2022 (2)
Minimum Book equity ≥ USD 300 million ≥ USD 300 million USD 757.2 million USD 796.4 million
Minimum free cash ≥ USD 25 million ≥ USD 20 million USD 479.7 million USD 547.4 million
Equity ratio (Equity/Total assets) ≥ 25% NA 55.35% 59.10%
Working capital min positive min positive USD 505.5 million USD 570.1 million
Net financial indebtedness ratio NA < 70% -12.53% -14.04%
Outstanding loan amount
(in thousands of USD)
35,901 -

(1) Relates to the EUR credit facility.

(2) The actual amounts presented are based on the most restrictive definitions.

For an explanation of the major definitions applied in the covenant calculations we refer to the annual consolidated financial statements as at December 31, 2022.

As of June 30, 2023 EXMAR was compliant with all covenants with sufficient headroom. EXMAR is continuously monitoring compliance with all applicable covenants in order to meet them all.

NOTE 18 – LEASES AS LESSOR

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 in the first 6 months of 2023 was USD 56.2 million (June 30, 2022: USD 29.0 million). This increase is mainly the result of:

  • The new five-year charter agreement for the FSRU EEMSHAVEN LNG, signed in March 2022 with GASUNIE and included in the 2022 June figures for only 2 months compared to 6 for the June 2023 figures;
  • The new ten-year charter agreement for the EXCALIBUR FSU with Eni.

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 increase in total lease payments (at the subsidiaries) compared to 2022 is mainly the result of:

• The new ten-year charter agreement for the EXCALIBUR FSU with Eni.

The table below related to the equity accounted investees only includes EXMAR's share in the expected operating lease payments.

(In thousands of USD) 2023 2022
Less than one year 83,491 80,662
One to two years 69,246 62,765
Two to three years 69,246 62,646
Three to four years 51,348 55,187
Four to five years 27,867 32,850
More than five years 110,033 85,045
Total operating leases under IFRS 16 (Subsidiaries)
As of June 30 / December 31
411,232 379,155
Less than one year 70,860 72,472
One to two years 33,467 28,349
Two to three years 10,262 16,101
Three to four years 3,924 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 June 30 / December 31
118,512 124,160

NOTE 19 – CAPITAL COMMITMENTS

As per June 30, 2023 the Group has capital commitments with its joint-venture partner SEAPEAK (each 50%) related to shipbuilding contracts for the construction of 4 new midsize 46,000m3 LPG/ammonia carriers for a total value of USD 284.8 million, of which USD 13.8 million has been prepaid in 2022 and USD 28.5 million in the first semester of 2023.

NOTE 20 – CONTINGENCIES

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.

NOTE 21 – SIGNIFICANT JUDGEMENTS AND ESTIMATES

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:

Impairment

Management updated its impairment analysis for its fleet as of June 30, 2023. As a result of the market prices, previously recorded impairment charges remained unchanged.

Provisions

As per June 30, 2023 additional provisions have been for recorded for a total amount of USD 16,5 million based on management's assessment of potential cash outflows. Additional provisions have been recorded with regard to the former lease arrangement of LNG Carrier EXCEL, obligations under the engineering, procurement and construction contracts for the Eni Congo project and a claim from a foreign tax authority.

With regard to LNGC Excel we refer to the disclosure made in this respect in the 2022 annual report, where it was explained that 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 the meantime 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.

No other claims and litigations arose during the first six months of 2023.

Contingent consideration liability

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 has been no update compared to what was disclosed and recorded in the 2022 annual report.

Resolution going concern risk

The main assumptions and uncertainties for EXMAR underpinning the going concern assessment relating to the liquidity position and the covenant compliance as disclosed in prior reports have been resolved:

Liquidity position

The Group has prepared its interim condensed consolidated financial statements as of June 30, 2023 on a going concern basis and does not consider liquidity risk as a significant judgment to be mentioned and evaluated.

Covenants

The Company has met all its financial covenants as at June 30, 2023 with sufficient headroom (see also Note 17 Borrowings).

NOTE 22 – SUBSEQUENT EVENTS

On April 3, 2023 EXMAR NV was informed by SAVEREX NV of the intention of SAVEREX NV to launch a voluntary and conditional public takeover bid for all shares and share options issued by EXMAR NV not already owned by it or persons affiliated with it. We refer for more details to note 39-Subsequent events of the Annual report 2022.

On July 13, 2023 the results were published of the initial acceptance period of the voluntary and conditional public takeover bid on EXMAR NV ("Target") launched by SAVEREX NV ("Bidder").

During the initial acceptance period, 17,335,548 shares in the Target were tendered into the Bid. As a result, the Bidder and persons affiliated with it together would hold 46,268,916 shares in the Target.

The Bidder has decided to waive the 95% acceptance threshold, and has consequently decided to proceed with the Bid. The payment of the bid price for the shares offered during the initial acceptance period was wired on Thursday 27 July 2023.

The Bidder has decided to voluntarily reopen the Bid from Monday 28 August 2023 to Friday 15 September 2023 at 16:00 (Belgian time). Shareholders who have not yet accepted the Bid will thus be able to accept the Bid during this second acceptance period.

In August 2023, a long-term time charter (in) with extension and purchase options was concluded for four newbuild 40,000 m³ dual fuel vessels. Delivery of these vessels is scheduled for 2026 and 2027.

No other subsequent events occurred.

HALF YEAR REPORT BOARD OF DIRECTORS

COMMENTS ON THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Below comments are based on the interim condensed consolidated financial statements prepared in accordance with IFRS, whereby the joint ventures are accounted for under the equity method.

In the first 6 months of 2023, the EXMAR Group achieved a consolidated profit of USD 21.0 million (USD 9.7 million in the first-half year of 2022).

Revenue in first-half year of 2023 increased by USD 143.1 million compared to same period in 2022 up to USD 200.2 million due to (I) the revenue from the engineering, procurement and construction contracts for the Congo-project with Eni (II) the employment of the FSRU EEMSHAVEN LNG, since August 2022, (III) higher engineering revenue from different projects, (IV) the hire income from EXCALIBUR, and (V) BEXCO NV entering into scope since November 2022.

As a consequence of the increased aforementioned engineering, procurement and construction contracts, the engineering activities and the inclusion of BEXCO NV since November 2022, operating expenses increased

Net financial result increased from USD -8.5 million in the first six months of 2022 to an income of USD 2.0 million in 2023 and is mainly the result of higher interest income (6 months ending June 30, 2023: USD 10.9 million; June 30, 2022: USD 0.9 million) from an amount of cash placed in term deposit and lower interest expenses in first 6 months of 2023 of USD 6.0 million (first 6 months 2022 USD 10.8 million) due to (I) the repayment of the NOK bond in May 2022, (II) the Bank of China loan facility for the TANGO FLNG and repayment of the Sequoia facility, both in August 2022; and lower other finance result (mainly related to exchange losses).

The share of equity accounted investees decreased from USD 17.0 million in 2022 to USD 12.5 million in 2023 mainly as a result of a decrease of the net result at the LPG joint venture and two entities (BEXCO NV and Solaia Shipping LLC) that are no longer contributing in 2023 since they became wholly owned subsidiaries in the second half year of 2022.

Vessels and barges amounted to USD 425.3 million as at June 30, 2023, a decrease of USD 12.6 million compared to December 2022, which is the combined effect of the depreciations and additions of USD 2.5 million in the first six months of 2023.

Investments in equity accounted investees increased by USD 12.0 million up to USD 119.1 million at the end of June 2023, primarily as a result of our share in the net result of these joint ventures and associated companies (USD 12.5 million).

At BEXCO NV the Group holds inventories of USD 14.5 million at the end of June 2023.

Current trade and other receivables increased by USD 29.8 million at the end of June 2023 compared to December 2022, mainly due to increased receivables from the engineering, procurement, construction and installation contracts for the conversion TANGO FLNG and EXCALIBUR.

The cash position as at December 31, 2022 amounted to USD 519.6 million and decreased by USD 78.0 million to USD 441.6 million at the end of June 30, 2023 mainly due to the repayment of borrowings as explained below and dividend distribution.

Equity amounted to USD 760.9 million as at June 30, 2023, or a decrease of USD 37.8 million primarily as a result of USD 21.0 million profit in the first 6 months of 2023, offset by the payment of USD 61.9 million dividends.

At the end of June 2023, borrowings (non-current and current) amounted to USD 182.6 million (December 2022: USD 218.3 million). The decrease of USD 35.7 million is in essence explained by the repayment of borrowings for 3 vessels of the pressurized fleet and the borrowing held by its subsidiary Solaia Shipping LLC in the first 6 months of 2023.

Other non-current payables comprise a contingent consideration liability of USD 78.0 million at the end of June 2023 and at year-end 2022 and relate to a price adjustment clause in the sales agreement with Eni.

Trade and other payables increased by USD 15.5 million to USD 91.0 million end June 2023 due to higher Infrastructure activities related to the EXCALIBUR and TANGO FLNG.

RISK AND UNCERTAINTIES

As described in the Corporate Governance Statement included in the published Annual Report of 2022.

SUBSEQUENT EVENTS

We refer to Note 22 Subsequent events of the interim condensed consolidated financial statements as of June 30, 2023.

Transactions with controlling shareholder and with controlling shareholder related parties

Saverbel NV, controlled by Mr. Nicolas Saverys, recharged administrative expenses for KEUR 42 to the Group during the first half of 2023 (same period 2022: KEUR 39). The outstanding balance at June 30, 2023 amounted to KEUR 23 (year-end 2022: KEUR 21).

Saverex NV, also controlled by Mr. Nicolas Saverys, charged consulting fees of KEUR 600 in the first half of 2023 (same period 2022: KEUR 450). The outstanding balance at June 30, 2023 amounted to KEUR 100 (yearend 2022: KEUR 0). Furthermore, Saverex charged KEUR 0 administrative expenses in the first half of 2023 (same period 2022: KEUR 0). No advance was paid by EXMAR Yachting at June 30, 2023 (same period 2022 KEUR 63). The balance outstanding at year-end 2022 amounted to KEUR 0.

EXMAR Shipmanagement charged KEUR 30 to Saverex for shipmanagement services in respect of the yacht "Douce France" for the first six months of 2023 (same period 2022: KEUR 28), for which KEUR 4 is outstanding (year–end 2022: KEUR 1).

Travel PLUS invoiced a total of KEUR 14 to Saverex in respect of travel services provided for the first six months of 2023 (same period 2022: KEUR 24), of which KEUR 1 is outstanding (year-end 2022: KEUR 1).

During the first half of 2023, an amount of KEUR 90 (same period 2022: KEUR 42) was invoiced to Mr Nicolas Saverys as a recharge of private expenses. The related outstanding balance amounted to KEUR 6 (year-end 2022: KEUR 11).

The Company has also related party relationships with its subsidiaries, joint ventures, associates and with its directors and executive officers. These relationships were disclosed in the consolidated financial statements of the Group for the year ended December 31, 2022. There were no significant changes in these related party transactions.

All related party transactions are at arm's length.

The Board of Directors, September 8, 2023

STATEMENT ON THE TRUE AND FAIR VIEW

OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND THE FAIR OVERVIEW OF THE MANAGEMENT REPORT

The Board of Directors, represented by Nicolas Saverys (Chairman) and Carl-Antoine Saverys, and the Executive Committee, represented by Francis Mottrie, CEO (representing FMO BV) and Laurent Verhelst, CFO (representing COMETECCO BV), hereby confirm that, to the best of their knowledge,

  • the interim condensed consolidated financial statements for the six months ended June 30, 2023, which have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the entities included in the consolidation as a whole, and
  • the management report includes a fair overview of the important events that have occurred during the financial period and of the major transactions with the related parties, and their impact on the interim condensed consolidated financial statements, together with a description of the principal risks and uncertainties they are exposed to.

COLOPHON

Board of Directors

Nicolas Saverys – Executive Chairman FMO BV represented by Francis Mottrie – CEO ACACIA I BV represented by Els Verbraecken Maryam Ayati Michel Delbaere Wouter De Geest Carl-Antoine Saverys Stephanie Saverys Baron Philippe Vlerick Isabelle Vleurinck

Executive Committee

FMO BV represented by Francis Mottrie Chief Executive Officer FLX Consultancy BV represented by Jonathan Raes Executive Director Infrastructure Lisann AS represented by Jens Ismar Executive Director Shipping Cometecco BV represented by Laurent Verhelst Chief Financial Officer

CASAVER BV represented by Carl-Antoine Saverys deputy Director Shipping

EXMAR NV

De Gerlachekaai 20, 2000 Antwerpen Tel: +32(0)3 247 56 11 Fax: +32(0)3 247 56 01 Business registration number: 0860.409.202 RPR Antwerp – section Antwerp Website: www.exmar.be E-mail: [email protected]

Auditor

Deloitte Auditors Represented by Mr. Kurt Dehoorne

Contact

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 Laurent Verhelst (CFO) or Mathieu Verly (secretary). In case you wish to receive our printed annual or year report please mail: [email protected]

Share information

the EXMAR share in listed on Euronext Brussels and is a part of the BEL Small Index (EXM) Participation as per 31 August 2023 : Freefloat : 22.26 %

SAVEREX : 74.34 % EXMAR 3.40 % TOTAL 59,500,000

FINANCIAL CALENDAR

Annual Report on website 18 April 2024 Results 1st quarter 2024 May 2024 Annual Shareholders' Meeting 21 May 2024

Results 3rd quarter 2023 10 November 2023 Results 2023 28 March 2024 Results 1st semester 2024 6 September 2024

The Dutch version of this financial report must be considered to be the official version.

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