96
FINANCIAL
REPORT
5.1 ANNUAL REPORT
OF THE BOARD OF DIRECTORS
TO THE SHAREHOLDERS 99
5.2 CONSOLIDATED FINANCIAL STATEMENTS 105
5.3 STATUTORY FINANCIAL STATEMENTS 173
5
97
> Quote bij tekening van Karl Meersman
98 5. Financial report
CONTENTS
5.1 ANNUAL REPORT OF THE BOARD OF DIRECTORS
TO SHAREHOLDERS
5.2 CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
NOTE 1 - ACCOUNTING POLICIES
NOTE 2 - SEGMENT REPORTING
NOTE 3 - RECONCILIATION SEGMENT REPORTING
NOTE 4 – DIVESTITURES
NOTE 5 – BUSINESS COMBINATIONS AND OTHER SHARE DEALS
NOTE 6 – REVENUE
NOTE 7 – GAIN ON DISPOSAL
NOTE 8 - VESSEL EXPENSES
NOTE 9 – PURCHASE OF GOODS
NOTE 10 - GENERAL AND ADMINISTRATIVE EXPENSES
NOTE 11 - PERSONNEL EXPENSES
NOTE 12 - FINANCE INCOME / EXPENSES
NOTE 13 - INCOME TAXES
NOTE 14 - VESSELS AND BARGES
NOTE 15 - OTHER PROPERTY, PLANT AND EQUIPMENT
NOTE 16 - RIGHT-OF-USE ASSETS
NOTE 17 – INVESTMENTS IN EQUITY ACCOUNTED INVESTEES
NOTE 18 - FINANCIAL INFORMATION EQUITY ACCOUNTED INVESTEES
NOTE 19 - BORROWINGS TO EQUITY ACCOUNTED INVESTEES
NOTE 20 - TAX ASSETS AND LIABILITIES
NOTE 21 - ASSETS HELD FOR SALE
NOTE 22 - OTHER INVESTMENTS
NOTE 23 - INVENTORIES
NOTE 24 - TRADE AND OTHER RECEIVABLES
NOTE 25 - RESTRICTED CASH AND CASH AND CASH EQUIVALENTS
NOTE 26 - SHARE CAPITAL AND RESERVES
NOTE 27 - EARNINGS PER SHARE
NOTE 28 – BORROWINGS
NOTE 29 - SHARE BASED PAYMENTS
NOTE 30 - EMPLOYEE BENEFITS
NOTE 31 - TRADE AND OTHER PAYABLES
NOTE 32 - FINANCIAL RISKS AND FINANCIAL INSTRUMENTS
NOTE 33 – LEASES
NOTE 34 - CAPITAL COMMITMENTS
NOTE 35 – CONTINGENCIES
NOTE 36 - RELATED PARTIES
NOTE 37 - GROUP ENTITIES
NOTE 38 - FEES STATUTORY AUDITOR
NOTE 39 - SUBSEQUENT EVENTS
SIGNIFICANT JUDGEMENTS AND ESTIMATES
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 OF EXMAR NV
FOR THE YEAR ENDED 31 DECEMBER 2022 – CONSOLIDATED FINANCIAL STATEMENTS
5.3 STATUTORY FINANCIAL STATEMENTS
5.1
ANNUAL REPORT OF THE
BOARD OF DIRECTORS
TO THE SHAREHOLDERS
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, 2022 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 ac-
cordance 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 EX-
MAR’s 2022 report.
The war in Ukraine causes uncertainty to 2022 not only
from a human aspect, but also in terms of the stability of
global energy markets. In this context, EXMAR remains
committed to play its role in the energy value chain with
its floating solutions for the export and import of gas. The
potential impact on its activities is being monitored on a
daily basis. For completeness, we can confirm that none
of our vessels are active in risk areas or under contract
with parties subject to international sanctions related to
this conflict. Furthermore, utmost effort is done to man-
age the logistical challenges in a humane way, both on
shore and on board.
COMMENTS ON THE CONSOLIDATED ANNUAL
ACCOUNTS
The consolidated annual accounts were prepared in ac
-
cordance with International Financial Reporting Stand-
ards (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 2022, the EXMAR Group achieved a consolidated
profit of USD 320.3 million (USD 11.6 million in 2021).
Revenue increased in 2022 by USD 7.4 million up to USD
155.6 million due to (i) the full year operation of the two
newbuilds FLANDERS INNOVATION and FLANDERS PI-
ONEER, (ii) the employment of the FSRU EEMSHAVEN
LNG, previously called FSRU S188, since August 2022,
(iii) higher licence and engineering revenue from differ-
ent projects, (iv) inclusion of the EXCALIBUR as from the
fourth quarter 2022, (v) Bexco NV entering into scope
since November 2022, partially offset by (vi) the early ter-
mination fee on the cancellation of the FSRU S188 charter
agreement by Gunvor in April 2021 (USD 56.8 million).
Gain on disposal amounted to USD 319.6 million in 2022
and primarily resulted from 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) and from the
derecognition of Bexco NV as joint-venture upon obtain-
ing full control (USD 3.5 million).
As a consequence of the full year employment of the
two VLGC newbuilds of 2021, the change from lay-up to
start-up of the EEMSHAVEN LNG, higher engineering
activities and the inclusion of Bexco NV since November
2022, operating expenses increased, although in part
compensated by lower impairment losses. 2021 included
an impairment loss of USD 19.0 million on the FSRU S188
(now EEMSHAVEN LNG) following its unemployment,
which was reversed during 2022.
Net financial expenses increased from USD 10.6 mil-
lion in 2021 to USD 23.4 million in 2022 and can be ex-
plained as follows:
•
Higher interest expenses of USD 6.4 million due to
the financing of the new VLGC’s since mid 2021, the
effective interest rate correction on the pressurized
fleet following the early buy-out, partially offset by
lower interests due to the (early) repayment of the
NOK bond and the Bank of China loan facility for the
TANGO FLNG;
•
USD 7.8 million net exchange losses resulting from a
USD 5.6 million loss on the settlement of EUR-USD
short-term swaps and lower NOK exchange gains
(the NOK bond was repaid in May 2022);
•
USD 6.2 million higher amortization and banking fees
due to the accelerated recognition of the capitalized
financing fees of the Bank of China and Sequoia cred-
it facilities upon their early termination and related
cancellation fees;
•
USD 5.2 million interest income resulting from the
higher cash position of EXMAR after the proceeds
of the sale of the owner of TANGO FLNG;
•
USD 2.5 million premium refund resulting from the
early repayment of the Bank of China facility.
1095. Financial report
The share of equity accounted investees increased from
USD 21.8 million in 2021 to USD 32.0 million in 2022 main-
ly as a result of higher net result at the LPG joint venture.
Vessels and barges amounted to USD 438.0 million at
year-end 2022, a decrease of USD 210.5 million, which is
the combined effect of the sale of TANGO FLNG, through
the sale of 100% of the shares in the owning company
Export LNG Ltd. (USD 256.2 million), the depreciation
charge of the year (USD 31.6 million), the acquisition of
the EXCALIBUR (USD 39.9 million), capitalized dry-dock
expenses (USD 19.9 million) and USD 18.3 million impair-
ment reversal of the FSRU S188 (now EEMSHAVEN LNG).
Other property, plant and equipment increased by
USD 13.3 million primarily as a result of the inclusion of
Bexco NV.
Investments in equity accounted investees increased
by USD 20.3 million up to USD 107.1 million end 2022,
primarily as a result of our share in the net result of these
joint ventures and associated companies (USD 32.0 mil-
lion), offset by Bexco NV and Solaia Shipping LLC which
are no longer joint ventures (impact of USD 11.6 million)
and dividends received (USD 2.1 million).
The borrowings to equity accounted investees (both
non-current and current) amounted to USD 7.0 million
end 2022 and comprise the shareholder loan to our asso-
ciated company Electra Offshore Ltd which was reduced
to its expected recoverable amount. During 2022, EX-
MAR LPG repaid its outstanding loans (USD 32.3 million
at year-end 2021).
At year-end 2021, the assets held for sale contained the
aircraft, which was sold early 2022.
As a result of the acquisition of Bexco NV in 2022, the
Group had inventories of USD 9.2 million at year-end
2022.
Excluding the final YPF settlement fees of USD 24.4 mil-
lion received in 2022, current trade and other receiv-
ables increased by USD 36.3 million due to Bexco NV
entering into scope, new receivables from the charter
and/or service agreements for the EEMSHAVEN LNG,
TANGO FLNG and EXCALIBUR and higher advances
paid to suppliers.
In 2021, the restricted cash of USD 76.1 million related
to the credit facility of Bank of China for the TANGO
FLNG. This balance was released in 2022 upon the early
repayment of the loan.
The cash position on December 31, 2022 amounted to
USD 519.6 million and increased by USD 448.4 million
mainly thanks to the receipt of the net proceeds of the
sale of Export LNG Ltd. to Eni.
Equity amounted to USD 798.7 million end 2022, or a
strengthening of USD 262.2 million primarily as a result
of USD 320.3 million profit of the year, offset by the pay-
ment of USD 59.8 million dividends.
End 2022, borrowings (non-current and current) amount-
ed to USD 218.3 million (2021: USD 424.8 million). The
decrease of USD 206.5 million is in essence explained by
the (early) repayment of the TANGO FLNG (USD 129.3
million) and NOK bond facilities (USD 71.3 million).
Other non-current payables comprise a contingent con-
sideration liability of USD 78.0 million at year-end 2022
related to a price adjustment clause in the sales agree
-
ment with Eni.
Trade and other payables increased by USD 38.3 million
to USD 75.5 million end 2022 due to Bexco NV and Solaia
Shipping LLC entering into the consolidation scope and
higher Infrastructure activities related to the EEMSHAV-
EN LNG and TANGO FLNG.
COMMENTS ON THE STATUTORY FINANCIAL
STATEMENTS
The statutory accounts were prepared in accordance with
Belgian GAAP and accounting principles were consist-
ently applied. These accounts will be presented for ap-
proval to the General Meeting of Shareholders on May
16, 2023.
The below comments cover the main items of the statu-
tory annual accounts:
The operational result amounted to USD -10.8 million
in 2022 (2021: USD -4.5 million).
Financial result improved from USD -23.9 million in 2021
(loss) to USD 247.1 million in 2022 primarily due to divi-
dends received (USD 241.4 million) from group compa-
nies and lower impairment losses on intercompany loans.
The statutory result for the financial year amounts to a
profit of USD 236.0 million compared to a loss of USD
-28.6 million in 2021.
At the end of 2022, the total assets amounted to USD
857.1 million, including USD 280.6 million financial fixed
asset and USD 495.8 million investments (mainly term
deposits) and cash. During 2022, intra-group receiva-
bles were repaid for USD 262.0 million and the cash po-
sition increased significantly by USD 441.4 million due
to an upstream of cash resulting from the sale of 100%
of the shares of Export LNG Ltd., the owner of the TAN-
GO FLNG.
Equity amounted to USD 744.2 million at the end of 2022
(2021: USD 564.2 million) and increased by the profit
of the year of USD 236.0 million and decreased by the
intermediary dividend distribution of USD 56.0 million.
On November 2, 2022, the General Meeting of Share-
holders approved a gross intermediary dividend of EUR
0.95 per share or a gross dividend of EUR 56.5 million or
USD 56.0 million.
The provisions decreased by USD 9.0 million as a fi
-
nancial guarantee given to intra-Group companies was
settled.
110 5. Financial report
Liabilities amounted to USD 112.1 million end 2022 com-
pared to USD 101.0 million in 2021.
At the General Meeting of Shareholders on May 16, 2023,
the Board of Directors will propose to distribute a gross
dividend of EUR 1,00 per share and to allocate the result
of the year as follows:
Profit carried forward: USD 183,668,811.64
Profit of the financial year: USD 235,991,843.69
Transfer to reserves: USD -8,144,999.03
Intermediary dividend USD -56,038,885.00
RESULT TO
APPROPRIATE:
USD 355,476,771.30
Dividend payable: USD 63,462,700.00
Result to carry forward: USD 292,014,071.30
RISK FACTORS
As described in the Corporate Governance Statement.
NON-FINANCIAL INFORMATION
As described in chapter 3.1 ESG of the EXMAR 2022
report.
SUPPLEMENTARY INFORMATION
Research and Development
As described in chapter 3.1 ESG of the EXMAR 2022
report.
Employees
On December 31, 2022 EXMAR’s global staff comprised
1,926 employees, including 1,508 crew at sea (2021: 1,849,
including 1,615 crew at sea).
Many of the crew at sea are employed on assets owned
or operated by our equity accounted investees; the cor
-
responding expenses are not included in EXMAR’s con-
solidated personnel or crew expenses.
Acquisition or sale of treasury shares
There were no such transactions in 2022. We refer to the
Corporate Governance Statement.
On December 31, 2022 EXMAR owned 2,273,263 own
shares, representing 3.82% of the total number of shares
issued.
Justification of the Accounting Principles
The accounting principles applied during the closure of
the statutory annual accounts do not differ from the ac-
counting principles applied during the previous financial
year. A summary of the accounting principles of valua-
tion is attached to the statutory annual accounts. For
the consolidated financial statements please refer to the
section on valuation principles for the consolidated an-
nual accounts.
Defensive Mechanisms
Described in the Corporate Governance Statement.
Branch offices
EXMAR NV has no branch offices.
Stock Option Plan
So far, the Board of Directors has decided on ten occa-
sions (10 plans) to offer a number of employees of the
EXMAR Group options on existing shares.
As of December 31, 2022 only one plan is still open (we
also refer to Note 29 Share based payments of the con-
solidated annual report):
Plan 10
Date of offer: December 4, 2015
Number of outstanding options: 321,250
Exercise period:
January 1, 2019
until December 3, 2023
Exercise price in EUR: 9.62
Additional activities carried out by the Statutory
Auditor
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 pro-
vided limited tax services for the Group. The non-audit
fees did not exceed the Group audit fees.
Financial instruments
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 inter-
est rates. EXMAR actively manages this exposure and
if deemed appropriate could cover itself for rising in-
terest rates for a part of its debt portfolio by means of
various instruments. The Group’s currency risk is histori-
cally mainly affected by the EUR/USD ratio for manning
its fleet, paying salaries and all other personnel related
expenses. As per December 31, 2022, the Company had
no financial instruments in place to cover the EUR/USD.
At year-end 2022, EXMAR had purchased EUR 75.6 mil-
lion daily swaps for USD 80.6 million.
Application of article 7:96 of the Belgian Code
of Companies and Associations
Per Article 7:96 of the Belgian Code of Companies and
Associations (BCCA) directors who have a conflict of in-
terest with respect to a decision to be taken by the Board
have to inform the other directors of this before the de-
cision 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 de-
cision, its financial consequences for the Company and its
justification. This part of the minutes is to be included in
the annual financial report, and goes as follows.
The Nomination and Remuneration Committee discussed
the 2022 bonus proposal for the group, a total amount
of EUR 7,3 million, to be paid by the Company. The pro-
posal is submitted to the Board for approval.
1115. Financial report
Prior to the Board discussion the directors Nicolas Sav-
erys, as director and shareholder of Saverex NV, Steph-
anie Saverys, as director and shareholder of Saverex NV,
FMO BV (represented by Francis Mottrie) and Carl-An-
toine 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, benefi-
ciaries of proposed bonuses. They will not participate
in the discussion or take part in the decision-making on
the recommendation of the Committee and leave the
meeting during the discussion and decision-making on
the proposal.
The following bonuses are proposed:
- EUR 2,000,000 to Saverex NV
- EUR 500,000 to FMO BV
- EUR 125,000 to Carl-Antoine Saverys
- EUR 573,760 to the other members of the Executive
Committee (allocated as per the recommendation of
the Committee)
- The balance of the amount to members of the Exmar
group personnel
As per the recommendation of the Audit and Risk Com-
mittee, the Board 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 Com-
pany on consolidated basis.
The Nomination and Remuneration Committee recom-
mends to the Board to approve the proposal. The Board,
having duly considered the financial impact for the Com-
pany of the 2022 bonus proposal as set forth above, is
of the opinion that the proposal is justified because of
extraordinary achievements in 2022 by the beneficiaries
and for retention purposes. The Board decides to ap-
prove the recommendation from the Committee, and
that it will submit the bonus proposal for Saverex NV
to the General Meeting of Shareholders, for approval.
The Committee also discussed the proposal to increase
the remuneration of certain members of the Executive
Committee and personnel, and the fee under the con-
sultancy agreement with Saverex. The proposal is sub-
mitted to the Board for approval.
Prior to the Board discussion the directors Nicolas Sav-
erys, as director and shareholder of Saverex NV, Steph-
anie Saverys, as director and shareholder of Saverex NV,
and Carl-Antoine Saverys, as director and shareholder
of Saverex NV and in own name, inform the other Board
members that they have a pecuniary interest that con-
flicts with that of the Company, as they are, indirectly or
directly, beneficiaries of the increase of remuneration.
They will not participate in the discussion or take part
in the decision-making on the recommendation of the
Committee and leave the meeting during the discussion
and decision-making on the proposal.
An increase of the yearly fee under the consultan
-
cy agreement with Saverex NV is proposed to EUR
1,200,000, from 2023 onwards. For Carl-Antoine Sav-
erys an increase is proposed to EUR 250,000 per year
from 2023 onwards.
The Committee recommends to the Board to approve
both proposals. The Board, having duly considered the
financial impact for the Company of the salary adjust-
ment proposal as set forth above, is of the opinion that
the proposal is justified because of extraordinary work
delivered in 2022 and also for retention purposes, and
in accordance with the Company’s remuneration policy.
The Board decides to approve the recommendation from
the Committee.
Significant events after balance sheet
We refer to Note 39 Subsequent events of the consoli-
dated annual report.
OUTLOOK
Shipping:
Very Large Gas Carriers (VLGC)
EXMAR’s LPG fuelled 88,000 m³ VLGC 2021 newbuilds,
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 technolo-
gy available today with respect to reducing greenhouse
gas emissions.
The VLGC BW TOKYO performed well in the course of
2022 in the BW VLGC pool and we expect similar per-
formance in 2023.
Midsize Gas Carriers (MGC)
During 2022, 40% of EXMAR’s Midsize fleet was dedicat-
ed to transporting ammonia and 60% to LPG. For 2023
the ammonia share is expected to increase up to 50%.
EXMAR, which has a 50 / 50 joint venture with SEAPEAK
for the Midsize fleet, continues to build on its existing loy-
al customer base with extensions of existing time charter
contracts at profitable levels. At the beginning of 2023,
80% of EXMAR’s Midsize fleet has already been commit-
ted to these clients for 2023.
Pressurized
EXMAR’s pressurized fleet of 10 ships remained dedicat-
ed to well-established industrial and long- term partners,
both in North-West Europe and in Asia. Begin 2023, the
time charter coverage for 2023 stands at 86%.
Liquefied Natural Gas (LNG)
EXMAR acquired the 50% share from the joint venture
partner SEAPEAK of the LNG carrier EXCALIBUR in Sep-
tember 2022. The LNG carrier EXCALIBUR primarily
served for transporting LNG worldwide under a long-
term charter party. As this charter came to an end in
December 2021, new opportunities were explored and
the EXCALIBUR is now under a 10-year charter for the
Eni Marine XII infrastructure project in Congo, to serve
as floating storage unit alongside the floating liquefac-
tion plant TANGO FLNG.
112 5. Financial report
Infrastructure:
Floating LNG barges
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. On August 5, 2022 EXMAR entered into a
share purchase agreement to sell the shares of Export
LNG Ltd, the owning company of the TANGO FLNG,
to Eni. The barge will be used by Eni in the Republic of
Congo, as part of the activities of the natural gas devel-
opment project in the Marine XII block, in line with Eni’s
strategy to leverage gas equity resources.
For FSRU S188, renamed EEMSHAVEN LNG, EXMAR and
GASUNIE announced in March 2022 an agreement for a
five-year charter for the employment of the regasification
barge, and as such they joined forces in enhancing Euro
-
pean energy security. GASUNIE will use the regasifica-
tion barge as floating LNG import terminal at Eemshaven
in Groningen, the Netherlands. The EEMSHAVEN LNG
arrived at its employment location in September 2022,
and has subsequently been commissioned and started
commercial LNG operations.
Accommodation barges
The employment of the accommodation and work barge
NUNCE has confirmed its reputation of high standard
services to its customer offshore Angola, and its contract
was extended until May 2023.
The accommodation and work barge WARIBOKO, is avail-
able for new services, with potential destinations being
developed for a short- to mid-term employment.
Supporting Services:
Ship Management
2022 has been a very busy year especially for the Infra-
structure business unit of EXMAR Ship Management,
following the agreements with Eni for the employment
of the TANGO FLNG and EXCALIBUR and the deploy-
ment of EEMSHAVEN LNG, which will continue in 2023.
BEXCO
The outlook for 2023 is positive with strong demand ex-
pected for Bexco’s tailor-made rope solutions for off-
shore wind as well as for its deep-water mooring ropes.
TRAVEL PLUS
After the unprecedented drop in foreign travel due to
the pandemic during 2020 and 2021, international tour-
ism experienced a gradual recovery in 2022. Travel Plus
returned to full operational strength from March 2022,
and while results have not reached the same heights as
the pre-pandemic period in 2019, the company is well
on its way.
Approval and discharge of the annual accounts
We hereby request the General Meeting of Shareholders
to approve this report for the year ending December 31,
2022 in its entirety and to appropriate the results as pro-
vided 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 above-men-
tioned financial year.
Appointments
The following mandates will expire at the General Meet-
ing of Shareholders:
• Philippe VLERICK, non-executive director
•
Deloitte Bedrijfsrevisoren / Réviseurs d’Entreprises
BV/SRL, statutory auditor
The Board of Directors, March 28, 2023
1135. Financial report