inancial report
5.1 Annual report of the board
of directors to the shareholders 120
5.2 Consolidated financial
statements 126
5.3 Statutory financial statements 199
F
5.
“Grey Seascape” Collection KMSKA.
Photographer: Hugo Maertens
FINANCIAL REPORT 117
118 FINANCIAL REPORT
5.1 Annual report of the board of directors
120
5.2 Consolidated financial statements
126
Note 1 - Accounting policies 132
Note 2 - Segment reporting 145
Note 3 - Reconciliation segment reporting 150
Note 4 - Revenue 154
Note 5 - Gain on disposal 155
Note 6 - Vessel expenses 155
Note 7 - Purchase of goods 155
Note 8 - General and administrative expenses 155
Note 9 - Personnel expenses 156
Note 10 - Other operating expenses 156
Note 11 - Finance result 157
Note 12 - Income taxes 158
Note 13 - Vessels and barges 159
Note 14 - Other property, plant and equipment 161
Note 15 - Right-of-use assets 162
Note 16 - Investments in equity accounted investees 163
Note 17 - Financial information equity accounted investees 164
Note 18 - Borrowings to equity accounted investees 167
Note 19 - Tax assets and liabilities 168
Note 20 - Other investments 168
Note 21 - Inventories 169
Note 22 - Trade and other receivables 169
Note 23 - Restricted cash and cash and cash equivalents 169
Note 24 - Share capital and reserves 170
Note 25 - Earnings per share 171
Note 26 - Borrowings 172
Note 27 - Share based payments 175
Note 28 - Employee Benefits 176
Note 29 - Trade and other payables 178
Note 30 - Financial risk and financial instruments 179
Note 31 - Leases 184
Note 32 - Capital commitments 185
Note 33 - Contingencies 185
Note 34 - Related parties 186
Note 35 - Group entities 189
Note 36 - Fees statutory auditor 190
Note 37 - Subsequent events 190
Significant judgements and estimates 191
Statement on the true and fair view of the consolidated financial
statements and the fair overview of the management report 191
Statutory auditor’s report to the shareholders’ meeting
for the year ended 31 December 2023 - Consolidated financial statements 192
5.3 Statutory financial statements Exmar NV
199
Contents
FINANCIAL REPORT 119
5.1
Annual report of the
Board of Directors to
the shareholders
120 FINANCIAL REPORT
The Board of Directors hereby submits the combined
annual report on the individual and consolidated annual
accounts of EXMAR NV (the “Company”) dated December
31, 2023 in accordance with articles 3:6 and 3:32 of the
Belgian Code of Companies and Associations (“BCCA”).
The Company must publish its annual accounts in
accordance with the stipulations of the Royal Decree
dated November 14, 2007 concerning the obligations
of issuers of financial instruments who are entitled to
trade on the Belgian regulated market.
Any elements that are applicable to the Company in
accordance with the BCCA and the above-mentioned
Royal Decree shall be covered in this report and in the
Corporate Governance Statement. This annual report
should consequently be read in conjunction with EXMAR’s
2023 report.
COMMENTS ON THE CONSOLIDATED ANNUAL
ACCOUNTS
The consolidated annual accounts were prepared in
accordance with International Financial Reporting
Standards (IFRS).
Below comments are based on the consolidated annual
accounts prepared in accordance with IFRS, whereby the
joint ventures are accounted for under the equity method.
In 2023, the EXMAR Group achieved a consolidated
profit of USD 72.0 million (USD 320.3 million in 2022).
Revenue increased in 2023 by USD 331.7 million up to
USD 487.3 million due to (i) the full year employment of
the FSRU EEMSHAVEN LNG, chartered out since August
2022, (ii) higher licence and engineering revenue from
projects, in particular from conversion works for TANGO
FLNG and EXCALIBUR for the Marine XII project in Congo,
(iii) the full year inclusion of the EXCALIBUR revenue,
active since quarter four, 2022, and (iv) the rope business
revenue, managed by Bexco NV, that entered into scope
in November 2022.
Gain on disposal amounted to USD 0.9 million in 2023,
compared to USD 319.6 million in 2022, primarily the
result of the sale of 100% of the shares of Export LNG
Ltd., the owning company of the TANGO FLNG, in August
2022 (USD 315.7 million).
Because of the full year employment of the EEMSHAVEN
LNG, engineering, procurement and conversion contract
work in relation to the Marine XII project in Congo, the
inclusion of Bexco NV since November 2022, and increased
provisions for claims, operating expenses increased.
Net financial expenses decreased from USD 23.4 million
in 2022 to USD 5.1 million in 2023 and can be explained
as follows:
•
Higher interest income of USD 10.8 million resulting
from the higher on average cash position of EXMAR;
•
Lower interest cost compared to 2022 as previous
year included an effective interest rate correction
on the pressurized fleet following the early buy-out,
interest cost on the NOK bond in the first 6 months
of 2022 and on the Bank of China loan facility for
the TANGO FLNG (repaid in August 2022);
•
USD 7.1 million lower amortization and banking fees.
Other finance cost in 2022 included USD 7.5 million
one-off amortization of the capitalized financing fees
of the Bank of China and Sequoia credit facilities upon
their early termination and related cancellation fees;
•
USD 2.5 million premium refund in 2022 resulting
from the early repayment of the Bank of China facility.
The share of equity accounted investees remained
stable at USD 32.0 million in 2022, compared to USD
32.1 million in 2023.
Vessels and barges amounted to USD 415.8 million at
year-end 2023, a decrease of 22.2 million, which is mainly
the depreciation charge of the year (USD 30.6 million),
partially offset by capitalized dry-dock expenses (USD 4.2
million) and USD 4.5 million increase from the lifting of
the early buy out options for three pressurized vessels.
Investments in equity accounted investees increased
by USD 28.3 million up to USD 135.4 million end 2023,
primarily as a result of our share in the net result of
these joint ventures and associated companies (USD 32.1
million), offset by dividends (USD 1.8 million) and interest
rate swap impact on the Group’s other comprehensive
income (USD 2.2m).
The borrowings to equity accounted investees (both
non-current and current) amounted to USD 11.6 million
end 2023 and comprise the shareholder loan to our
associated company Electra Offshore Ltd which was
valued to its expected recoverable amount.
In 2023 the other investments increased mainly as a
result of the acquisition of shares in Vantage Drilling
International Company, valued USD 36.2 million at
year-end 2023.
As a result of deeprope projects with delivery in 2024,
the Group had inventories of USD 15.1 million compared
to 9.2 million at year-end 2022.
Current trade and other receivables increased by USD
29.6 million due to engineering, procurement and
construction agreements for TANGO FLNG and EXCALIBUR
in Infrastructure.
The cash position on December 31, 2023 amounted to
USD 176.9 million, a decrease by USD 342.6 million. The
strong growth of the cash flow from operating activities,
is offset by the investing in shares in drilling activity and
the dividend distributions in 2023.
Equity amounted to USD 482.1 million end 2023, or a
decrease by USD 316.6 million primarily because of USD
72.0 million profit of the year, offset by the payment of
USD 391.1 million dividends.
FINANCIAL REPORT 121
End 2023, borrowings (non-current and current)
amounted to USD 265.3 million (2022: USD 218.3 million).
The increase of USD 47.0 million is in essence explained
by the new EEMSHAVEN LNG facility (USD 96.0 million),
partially offset by the repayment of pressurized facilities
following the exercise of early buy out options in 2023
(USD 42.6 million).
The contingent consideration liability of USD 78.0 million
was at year-end 2022 reported in non-current other
payables and relates to a price adjustment clause in the
sales agreement with ENI. At year end 2023 it is included
in current trade and other payables.
COMMENTS ON THE STATUTORY FINANCIAL
STATEMENTS
The statutory accounts were prepared in accordance
with Belgian GAAP and accounting principles were
consistently applied. These accounts will be presented
for approval to the General Meeting of Shareholders
on May 21, 2024.
The below comments cover the main items of the statutory
annual accounts:
The operational loss amounted to USD -22.3 million in
2023 (2022: USD -10.8 million).
Financial result decreased from USD 247.1 million in 2022
(gain) to a gain of USD 24.7 million in 2023 primarily
due to dividends that were received in 2022 (USD 241.4
million) from group companies and the absence of
impairment losses on intercompany loans.
The statutory result for the financial year amounts to
a profit of USD 2.6 million compared to a profit of USD
236.0 million in 2022.
At the end of 2023, the total assets amounted to USD
457.8 million, including USD 320.3 million financial fixed
asset and USD 82.6 million investments (mainly term
deposits) and cash.
Equity amounted to USD 356.2 million at the end of
2023 (2022: USD 680.7 million) and increased by the
profit of the year of USD 2.6 million and decreased by
the intermediary dividend distribution in November
2023. On October 30, 2023, the General Meeting of
Shareholders approved an intermediate dividend of
(gross) EUR 4.4 per share and a distribution from the
available share premium of (gross) EUR 1.0 per share.
The distributions had an impact of USD 327.1 million on
the equity in financial year 2023.
The provisions increased by USD 13.3 million and relate
to various claims.
Liabilities amounted to USD 88.3 million end 2023
compared to USD 175.6 million in 2022.
At the General Meeting of Shareholders on May 21,
2024, the Board of Directors will propose the payment
of a dividend of (gross) EUR 0.40 per share from the
profit carried forward and the distribution of (gross)
EUR 0.38 per share from the available share premium,
and to allocate the result of the year as follows:
Profit carried forward: USD 292,014,071.30
Profit of the financial year: USD 2,634,324.06
Transfer from reserves: USD 63,882,687.11
Share premium USD -61,105,958.73
Intermediary dividend USD -266,026,963.27
RESULT TO APPROPRIATE: USD 31,398,160.47
Dividend payable: USD -25,433,806.41
Transfer from reserves: USD 24,162,116.09
Share premium payable: USD -24,162,116.09
Result to carry forward: USD 5,964,354.06
RISK FACTORS
As described in the Corporate Governance Statement.
NON-FINANCIAL INFORMATION
As described in chapter 3.1 ESG of the EXMAR 2023 report.
SUPPLEMENTARY INFORMATION
Research and Development
As described in chapter 3.1 ESG of the EXMAR 2023 report.
Employees
On December 31, 2023 EXMAR’s global staff comprised
1,923 employees, including 1,514 crew at sea (2022: 1,926,
including 1,508 crew at sea).
Many of the crew at sea are employed on assets owned
or operated by our equity accounted investees; the
corresponding expenses are not included in EXMAR’s
consolidated personnel or crew expenses.
Acquisition or sale of treasury shares
There were no such transactions in 2023. We refer to
the Corporate Governance Statement.
On December 31, 2023 EXMAR owned 1,956,013 own
shares, representing 3.29% of the total number of shares
issued, compared to 2,272,263 at year-end 2022. In 2023
317,250 share options were exercised leading to a transfer
of the corresponding number of (treasury) shares
Justification of the Accounting Principles
The accounting principles applied during the closure
of the statutory annual accounts do not differ from
the accounting principles applied during the previous
financial year. A summary of the accounting principles of
valuation is attached to the statutory annual accounts.
For the consolidated financial statements please refer to
the section on valuation principles for the consolidated
annual accounts.
Defensive Mechanisms
Described in the Corporate Governance Statement.
Branch offices
EXMAR NV has no branch offices.
122 FINANCIAL REPORT
Stock Option Plan
So far, the Board of Directors has decided on ten occasions
to offer a number of employees of the EXMAR Group
options on existing shares (10 plans).
As of December 31, 2023 no plan is still open (we also refer
to Note 27 Share based payments of the consolidated
annual report).
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
provided 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 interest
rates. EXMAR actively manages this exposure and if
deemed appropriate could cover itself for rising interest
rates for a part of its debt portfolio by means of various
instruments. The Group’s currency risk is historically
mainly affected by the EUR/USD ratio for manning its
fleet, paying salaries and all other personnel related
expenses.
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
interest with respect to a decision to be taken by the
Board have to inform the other directors of this before
the decision is taken and may not participate in the
discussion and decision making. Such declaration and
the nature of the conflict of interest have to be set out
in the minutes, which also have to describe the nature of
the Board’s decision, its financial consequences for the
Company and its justification. This part of the minutes
is to be included in the annual financial report.
Excerpt from the minutes of the meeting of 31 March
2023. The independent directors of the Company decided,
subject to their review of the prospectus, to support and
recommend the bid. Messrs. Nicolas Saverys and Carl-
Antoine Saverys, as well as Mrs. Stephanie Saverys declare,
as representative or shareholder of Saverex, that they
possibly have an interest (other than a financial interest
in the sense of article 7:96 BCCA) in the decision-making
by the Board. In conformity with article III.7 of the
Corporate Governance Charter they do not participate in
the decision-making. The Board, after due consideration,
approves the resolution of the independent directors.
The detailed opinion of the Board will be set forth in
the response memorandum, which will be attached to
the prospectus.
Excerpt from the minutes of the meeting of 30 November
2023. The Nomination and Remuneration Committee
discussed the 2023 bonus proposal for the group and an
increase of remuneration of the CEO from 01/01/2024. The
proposals are submitted to the Board for approval.
Prior to the discussion the directors Nicolas Saverys,
as director and shareholder of Saverex NV, Stephanie
Saverys, as director and shareholder of Saverex NV, FMO
BV (represented by Francis Mottrie) and Carl-Antoine
Saverys, as director and shareholder of Saverex NV and
in own name, inform the other directors that they have a
pecuniary interest that conflicts with that of the Company,
as they are, indirectly or directly, beneficiaries of proposed
bonuses and, for Carl-Antoine Saverys only, proposed
increase of remuneration. They will not participate in
the discussion or take part in the decision-making on
the recommendation of the Committee.
The bonus proposal for 2023 for Saverex and the Executive
Committee is based on STI-LTI, performance and overall
result of the group:
• €1.200.000 to Saverex
• €287.500 to FMO BV (6 months)
•
€125.000 to Carl-Antoine Saverys (Casaver srl) (6
months)
•
€490.020 to the other members of the Executive
Committee (6 months and for HAX BV none)
The Board, on recommendation of the Audit and Risk
Committee, is of the opinion that the procedure laid out
in Article 7:97 BCCA is not to be applied with respect
to the bonus to Saverex NV, as the value (including all
transactions with respect to Saverex NV during the
last 12 months) is less than 1% of the net assets of the
Company on consolidated basis.
An increase of the remuneration of Casaver srl (Carl-
Antoine Saverys) is proposed to €350.000 per year from
2024 onwards.
The Nomination and Remuneration Committee
recommends to the Board to approve both proposals.
The Board, having duly considered the financial impact for
the Company of the proposals, is of the opinion that the
bonus proposal is justified because of extraordinary work
in 2023 by the beneficiaries and for retention purposes,
and that the proposal to increase the remuneration of
Casaver srl is justified because of the taking up of the
CEO function, and in accordance with the Company’s
remuneration policy. The Board decides to approve the
recommendation.
Significant events after balance sheet
We refer to Note 37 Subsequent events of the consolidated
annual report.
FINANCIAL REPORT 123
OUTLOOK
Shipping:
Very Large Gas Carriers (VLGC)
EXMAR’s LPG fuelled 88,000 m³ VLGCs FLANDERS
INNOVATION and FLANDERS PIONEER are serving a
long-term time-charter agreement with Equinor ASA
(Norway). With the large capacity and the dual fuel
LPG engine, these vessels represent the best technology
available today with respect to reducing greenhouse
gas emissions.
The VLGC BW TOKYO performed well in the course
of 2023 in the BW VLGC pool and we expect similar
performance in 2024.
Midsize Gas Carriers (MGC)
During 2023, 50% of EXMAR’s Midsize fleet was dedicated
to transporting ammonia and is expected to continue
in 2024.
EXMAR, which has a 50 / 50 joint venture with SEAPEAK
for the Midsize fleet, continues to build on its existing
loyal customer base with extensions of existing time
charter contracts at profitable levels. At the beginning
of 2024, 92% of EXMAR’s Midsize fleet has already been
committed to these clients for 2024.
Pressurized
EXMAR’s pressurized fleet of 10 ships remained dedicated
to well-established industrial and long- term partners,
both in North-West Europe and in Asia. The time charter
coverage for 2024 stands at 53%.
Liquefied Natural Gas (LNG)
EXCALIBUR is under a 10-year charter for the ENI Marine
XII infrastructure project in Congo, to serve as floating
storage unit alongside the floating liquefaction plant
TANGO FLNG.
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. TANGO FLNG is owned by ENI as part of the
activities of the natural gas development project in the
Marine XII block. EXMAR carried out refurbishment
on the TANGO FLNG as engineering, procurement and
conversion contractor on the Marine II project in Congo
in 2023. First gas was received year end 2023 and a
first LNG cargo was successfully exported in February
2024. EXMAR has been heavily involved in this project
as development and implementation partner and will
continue its support as operations & maintenance partner
after commissioning and performance acceptance.
EEMSHAVEN LNG is a regasification unit and is operating
under a five-year charter in the Netherlands since August
2022. The charter for operating the floating storage and
regasification unit is proceeding satisfactorily.
Accommodation barges
The employment of the accommodation and work barge
NUNCE has confirmed the reputation of EXMAR of
delivering high standard services to its customer offshore
Angola, and its contract was extended until May 2024.
The accommodation and work barge WARIBOKO was
deployed in Congo in the second half of 2023 till mid-
February 2024 and is available for new assignments
since then. In March 2024 it was decided to sell the work
barge WARIBOKO.
Drilling
EXMAR acquired a holding of 11.5% in Vantage Drilling
International in October 2023. Vantage provides offshore
oil and natural gas drilling services. Vantage is listed on
the US OTC market.
Supporting Services:
Ship Management
2023 has been a very busy year especially for the
infrastructure business unit of EXMAR Ship Management,
following the agreements with ENI for the conversion
ahead of deployment for the TANGO FLNG and EXCALIBUR
and the terminal operations of EEMSHAVEN LNG, which
will continue in 2024.
BEXCO
The outlook for 2024 is positive with strong demand
expected for Bexco’s tailor-made rope solutions for
offshore wind as well as for its deep-water mooring ropes.
TRAVEL PLUS
Although 2023 was another challenging year, the company
remained on track and ended the year with positive
results, a trend which is expected to continue in 2024.
EXMAR Yachting
EXMAR Yachting's marketing strategy continues to focus
on increasing brand awareness for yacht management,
flag registry services, crew payroll, and sales brokerage.
This strategy has been successful, attracting new clients
to EXMAR Yachting. The outlook for 2024 is positive, with
increased demand for technical support and a steady
growth of charter yachts under their Central Agency.
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, 2023 in its entirety and to appropriate the results as
provided in this report. We also request the shareholders
to grant discharge to the directors and Statutory Auditor
for the performance of their mandate during the above-
mentioned financial year.
Appointments
The following mandates will expire at the General
Meeting of Shareholders:
• Carl-Antoine Saverys, executive director
• Nicolas Saverys, executive director
• Stephanie Saverys, non-executive director
The Board of Directors, March 25, 2024
124 FINANCIAL REPORT
FINANCIAL REPORT 125
5.2
Consolidated
financial statements
126 FINANCIAL REPORT
Consolidated statement of financial position
(In thousands of USD) Note December 31, 2023 December 31, 2022
Non-current assets 619,437 573,659
Vessels and barges 13 415,747 437,966
Other property, plant and equipment 14 15,970 14,556
Intangible assets 314 225
Right-of-use assets 15 9,661 10,910
Investments in equity accounted investees 16 135,388 107,082
Deferred tax assets 19 4,429 1,071
Other investments 20 37,928 1,849
Current assets 307,496 604,616
Derivative financial assets 550 573
Inventories 21 15,134 9,217
Trade and other receivables 22 97,384 67,089
Short term borrowings to equity accounted investees 18 11,597 7,000
Current tax assets 19 5,900 1,185
Cash and cash equivalents 23 176,930 519,553
Total assets 926,933 1,178,276
Equity 482,138 798,691
Equity attributable to owners of the Company 481,992 798,511
Share capital 24 88,812 88,812
Share premium 24 148,796 209,902
Reserves 172,412 179,480
Result for the period 71,972 320,317
Non-controlling interest 147 180
Non-current liabilities 248,862 250,370
Borrowings 26 219,831 167,548
Other Payables 0 78,000
Employee benefit obligations 28 999 1,040
Provisions 25,006 800
Deferred tax liabilities 19 3,026 2,982
Current liabilities 195,932 129,215
Borrowings 26 45,480 50,800
Trade and other payables 29 146,909 75,542
Current tax liability 19 3,544 2,873
Total liabilities 444,795 379,585
Total equity and liabilities 926,933 1,178,276
FINANCIAL REPORT 127
Consolidated statement of profit and loss
and other comprehensive income
(In thousands of USD) Note 2023 2022
Revenue 4 487,318 155,604
Gain on disposal 5 868 319,643
Other operating income 4,020 1,601
Operating income 492,206 476,848
Vessel expenses 6 -263,114 -60,121
Raw materials and consumables used 7 -23,279 -3,447
General and administrative expenses 8 -54,804 -39,293
Personnel expenses 9 -46,176 -32,333
Depreciations & amortisations 13/14/15 -33,956 -33,624
Impairment losses and reversals 13/18/22 2,701 4,768
Loss on disposal -82 0
Other operating expenses 10 -24,356 -25
Result from operating activities 49,140 312,773
Interest income 11 17,961 7,125
Interest expenses 11 -10,938 -21,954
Other finance income 11 1,373 9,525
Other finance expenses 11 -13,515 -18,055
Net finance result -5,120 -23,359
Result before income tax and share of result of equity accounted
investees
Share of result of equity accounted investees (net of income tax) 16 32,136 32,007
Result before income tax 76,156 321,420
Income tax expense 12 -4,148 -1,072
Result for the period 72,007 320,348
Attributable to:
Non-controlling interest 36 30
Owners of the Company 71,972 320,317
Result for the period 72,007 320,348
Basic earnings per share (in USD) 1.25 5.60
Diluted earnings per share (in USD) 1.25 5.60
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Result for the period 72,007 320,348
Items that are or may be reclassified subsequently to profit or loss:
Equity accounted investees - share in other comprehensive income 16 -2,098 1,943
Foreign currency translation differences 1,572 580
Other 211 -202
Items that will never be reclassified to profit and loss:
Employee benefits - remeasurements of defined benefit liability/assets 28 -456 -706
Total other comprehensive income for the period (net of tax) -771 1,615
Total comprehensive income for the period 71,237 321,963
Attributable to:
Non-controlling interest -33 37
Owners of the Company 71,270 321,926
128 FINANCIAL REPORT