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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
104 5. Financial report
5. Financial report 105
5.2
CONSOLIDATED
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(In thousands of USD) Note 2022 2021
Non-current assets 571,810 767,312
Vessels and barges 14 437,966 648,436
Other property, plant and equipment 15 14,556 1,274
Intangible assets 225 82
Right-of-use assets 16 10,910 6,000
Investments in equity accounted investees 17 107,082 86,760
Borrowings to equity accounted investees 19 0 24,760
Deferred tax assets 20 1,071 0
Current assets 606,465 234,083
Assets held for sale 21 0 12,500
Derivative ﬁnancial assets 573 920
Other investments 22 1,849 1,849
Inventories 23 9,217 0
Trade and other receivables 24 67,089 55,154
Borrowings to equity accounted investees 19 7,000 15,407
Current tax assets 20 1,185 1,003
Restricted cash 25 0 76,121
Cash and cash equivalents 25 519,553 71,130
Total assets 1,178,276 1,001,395
Equity 798,691 536,503
Equity attributable to owners of the Company 798,511 536,231
Share capital 26 88,812 88,812
Share premium 26 209,902 209,902
Reserves 179,480 225,918
Result for the period 320,317 11,600
Non-controlling interest 180 272
Non-current liabilities 250,370 315,347
Borrowings 28 167,548 313,816
Other payables 4 78,000 0
Employee beneﬁt obligations 30 1,040 730
Provisions 800 800
Deferred tax liabilities 20 2,982 0
Current liabilities 129,215 149,546
Borrowings 28 50,800 110,995
Trade and other payables 31 75,542 37,241
Current tax liability 20 2,873 1,309
Total liabilities 379,585 464,892
Total equity and liabilities 1,178,276 1,001,395
106 5. Financial report
CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER
COMPREHENSIVE INCOME
(In thousands of USD)
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
Note
2022 2021
Revenue 6 155,604 148,229
Gain on disposal 7 319,643 52
Other operating income 1,601 990
Operating income 476,848 149,272
Vessel expenses 8 -60,121 -45,068
Raw materials and consumables used 9 -3,447 0
General and administrative expenses 10 -39,293 -24,536
Personnel expenses 11 -32,333 -27,349
Depreciations and amortisations 14/15/16 -33,624 -31,364
Impairment losses and reversals 14/19/24 4,768 -17,585
Loss on disposal 0 -100
Other operating expenses -25 -888
Result from operating activities 312,773 2,382
Interest income 12 7,125 1,537
Interest expenses 12 -21,954 -15,526
Other ﬁnance income 12 9,525 10,198
Other ﬁnance expenses 12 -18,055 -6,785
Net ﬁnance result -23,359 -10,577
Result before income tax and share of result of equity accounted
investees
289,414 -8,195
Share of result of equity accounted investees (net of income tax) 17 32,007 21,769
Result before income tax 321,420 13,574
Income tax expense 13 -1,072 -1,939
Result for the period 320,348 11,635
Attributable to:
Non-controlling interest 30 35
Owners of the Company 320,317 11,600
Result for the period 320,348 11,635
Basic earnings per share (in USD) 5.60 0.20
Diluted earnings per share (in USD) 5.60 0.20
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Result for the period 320,348 11,635
Items that are or may be reclassiﬁed subsequently to proﬁt or loss:
Equity accounted investees - share in other comprehensive income 17 1,944 618
Foreign currency translation differences 577 -1,521
Other -202
Items that will never be reclassiﬁed to proﬁt and loss:
Employee beneﬁts - remeasurements of deﬁned beneﬁt liability/assets 30 -706 647
Total other comprehensive income for the period (net of tax) 1,613 -256
Total comprehensive income for the period 321,961 11,378
Attributable to:
Non-controlling interest 37 15
Owners of the Company 321,924 11,364
5. Financial report 107
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands of USD) Note 2022 2021
Result for the period 320,348 11,635
Share of result of equity accounted investees (net of income tax) 17 -32,007 -21,769
Depreciations & amortisations 14/15/16 33,624 31,364
Impairment losses and reversals 14/19/24 -4,768 17,585
Net ﬁnance result 12 23,359 10,577
Income tax expense/ (income) 13 1,072 1,939
Net (gain)/ loss on sale of assets 7 -319,643 48
Other non-cash items 28 -1,193 0
Realized foreign currency gains (losses) 12 -3,357 1,310
Gross cash ﬂow from operating activities 17,436 52,689
Increase/(decrease) of inventories 2,268 0
(Increase)/decrease of trade and other receivables -6,488 75,394
Increase/(decrease) of trade and other payables 27,512 1,752
Increase/(decrease) in provisions and employee beneﬁts -361 552
Cash generated from operating activities 40,368 130,387
Interest paid -18,483 -16,412
Interest received 5,411 351
Income taxes paid -1,311 -2,405
NET CASH FROM OPERATING ACTIVITIES 25,985 111,921
Acquisition of vessels and vessels under construction 14 -19,867 -135,302
Acquisition of other property plant and equipment 15 -554 -250
Acquisition of intangible assets -51 -79
Proceeds from the sale of vessels and other property, plant and
equipment
13,722 298
Dividends from equity accounted investees 17 2,079 379
Other dividends received 18 16
Proceeds from the sale of a subsidiary, net of cash disposed off 4 646,599 0
Acquisition of subsidiaries, net of cash acquired 5 -9,169 0
Acquisition of an asset through an other asset deal, net of cash
acquired
5 -4,698 0
Borrowings to equity accounted investees 19 -41,085 -590
Repayments from equity accounted investees 19 52,260 10,000
NET CASH FROM INVESTING ACTIVITIES 639,253 -125,528
Dividend paid 26 -59,646 -20,601
Proceeds from new borrowings 28 50,014 144,000
Repayment of borrowings 28 -279,818 -62,532
Repayment of lease liabilities IFRS 16 (principal portion) 28 -1,476 -1,554
Payment of debt transaction costs & banking fees -2,577 -1,520
Increase in restricted cash 0 -546
Release restricted cash 25 76,121 0
NET CASH FROM FINANCING ACTIVITIES -217,383 57,248
NET INCREASE/ (DECREASE) IN CASH AND CASH EQUIVALENTS 447,856 43,641
Net cash and cash equivalents at 1 January 25 71,130 28,195
Net increase/(decrease) in cash and cash equivalents 447,856 43,641
Exchange rate ﬂuctuations on cash and cash equivalents 568 -706
NET CASH AND CASH EQUIVALENTS AT 31 DECEMBER 25 519,553 71,130
108 5. Financial report
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
Non-
controlling
interest
Total equity
Opening equity as previously reported
per January 1, 2022
88,812 209,902 282,048 -44,349 -3,028 761 2,086 536,231 271 536,503
Comprehensive result for the period
Result for the period 320,317 320,317 30 320,348
Foreign currency translation differences 26 570 570 7 577
Foreign currency translation differences - share equity
accounted investees
17 -305 -305 -305
Employee beneﬁts - remeasurement net deﬁned beneﬁt
obligations
30 -706 -706 -706
Other -202 -202 -202
Net change in fair value of cash ﬂow hedges - share equity
accounted investees
17 2,249 2,249 2,249
Total other comprehensive result 0 0 -908 0 265 2,249 0 1,606 7 1,613
Total comprehensive result for the period 0 0 319,409 0 265 2,249 0 321,924 37 321,961
Transactions with owners of the Company
Dividends declared 26 -59,646 -59,646 -128 -59,775
Share-based payments 865 -865 0 0
Total transactions with owners of the Company 0 0 -58,781 0 0 0 -865 -59,646 -128 59,646-59,775
Closing equity per December 31, 2022 88,812 209,902 542,676 -44,349 -2,763 3,010 1,221 798,509 179 798,690
5. Financial report 109
(In thousands of USD) Note
Share
capital
Share
premium
Retained
earnings
Reserve for
treasury
shares
Translation
reserve
Hedging
reserve
Share-based
payments
reserve
Total
Non-
controlling
interest
Total equity
Opening equity as previously reported per January 1,
2021
88,812 209,902 289,079 -44,349 -1,086 -298 3,598 545,658 256 545,915
Comprehensive result for the period
Result for the period 11,600 11,600 35 11,635
Foreign currency translation differences 26 -1,501 -1,501 -20 -1,521
Foreign currency translation differences - share equity
accounted investees
17 -441 -441 -441
Employee beneﬁts - remeasurement net deﬁned beneﬁt
obligations
30 647 647 647
Net change in fair value of cash ﬂow hedges - share equity
accounted investees
17 1,059 1,059 1,059
Total other comprehensive result 0 0 647 0 -1,942 1,059 0 -236 -20 -256
Total comprehensive result for the period 0 0 12,247 0 -1,942 1,059 0 11,364 15 11,378
Transactions with owners of the Company
Dividends declared 26 -20,791 -20,791 -20,791
Share-based payments 1,513 -1,513 0 0
Total transactions with owners of the Company 0 0 -19,278 0 0 0 -1,513 -20,791 0 -20,791
Closing equity per December 31, 2021 88,812 209,902 282,048 -44,349 -3,028 761 2,086 536,231 271 536,503
110 5. Financial report
NOTE 1 - ACCOUNTING POLICIES
A. REPORTING ENTITY
EXMAR NV (“the Company”) is a company domiciled in Belgium whose shares are publicly traded (Euronext – EXM).
The consolidated ﬁnancial statements of the Group comprise the Company, its subsidiaries, and the Group’s inter-
est in associates and joint arrangements (referred to as the “Group”). The Group is active in the industrial shipping
business.
B. BASIS OF PREPARATION
The consolidated ﬁnancial statements have been prepared in accordance with International Financial Reporting Stand-
ards (IFRS) issued by the International Accounting Standards Board (IASB) as adopted by EU on December 31, 2022.
The accounting policies adopted in preparing the 2022 consolidated ﬁnancial statements are consistent with those
applied in the previous ﬁnancial year, except for the items below.
New and amended standards and interpretations, effective in 2022
The Group applied for the ﬁrst time certain standards and amendments, which are effective for annual periods be-
ginning on or after January 1, 2022:
• Amendments to IFRS 3 Business Combinations; Connectional Framework;
• Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use;
• Amendments to IAS 37 Contingent Liabilities and Onerous Contracts – Cost of Fulﬁlling a Contract.
The Group believes that these have little or no impact on its consolidated ﬁnancial statements.
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not
yet effective.
Standards issued but not yet effective
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended
December 31, 2022 and have not been applied in preparing these consolidated ﬁnancial statements. The follow-
ing new or amended standards or interpretations, effective January 1, 2023, are not expected to have a signiﬁcant
impact on the Group’s consolidated ﬁnancial statements:
• IFRS 17 Insurance Contracts;
• Amendments to IAS 1 Classiﬁcation of Liabilities as Current or Non-current;
• Amendments to IAS 8 Deﬁnition of Accounting Estimates;
• Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies;
• Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction;
The consolidated ﬁnancial statements were approved and were authorised for issue by the Board of Directors on
March 28, 2023.
C. BASIS OF MEASUREMENT AND PRESENTATION
The consolidated ﬁnancial statements are presented in thousands of USD, which is also the functional currency of
the parent company. The Financial Services and Markets Authority (FSMA) approved the use of the USD as report-
ing currency by letter of July 2, 2003 as the majority of the Group’s shipping activities and related ﬁnancing are
expressed in USD. All values are rounded to the nearest thousand.
The ﬁnancial statements are prepared on the historical cost basis except for the following material assets and lia-
bilities that have been measured on an alternative basis on each reporting date: derivative ﬁnancial instruments,
equity securities at FVTPL and the net deﬁned beneﬁt liability. Assets held for sale are stated at the lower of carry-
ing amount and fair value less cost to sell.
5. Financial report 111
D. USE OF JUDGEMENTS AND ESTIMATES
The preparation of the consolidated ﬁnancial statements in accordance with IFRS requires management to make
judgments, estimates and assumptions that affect the application of the accounting policies and the reported
amounts of assets and liabilities, income and expenses, the accompanying disclosures and the disclosure of con-
tingent liability. The estimates and related assumptions are based on historical experience and various other fac-
tors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is revised if the revision only affects that period, or in the period
of the revision and future periods, if the revision affects both current and future periods.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements, which
have a signiﬁcant impact on the amounts reported in the consolidated ﬁnancial statements:
Assessment of exercising purchase options
Determining whether EXMAR will exercise purchase options on ﬁnanced assets requires judgment and impacts the
useful life of the related assets. All facts and circumstances relevant to the assessment are considered.
Speciﬁcally, for the pressurized ﬂeet, management has made the assumption that the purchase options for the 7
vessels will be exercised before or at the end of the respective ﬁnancing agreements.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that have a signiﬁcant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the
next ﬁnancial year, are described below. The Group based its assumptions and estimates on parameters available
when the consolidated ﬁnancial statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances arising that are beyond control of
the Group. Such changes are reﬂected in the assumptions when they occur.
Impairment of vessels and barges
The Group reviews the carrying amount of each vessel for potential impairment at least annually or whenever events
or changes in circumstances indicate that the carrying amount of a speciﬁc vessel may not be fully recoverable. The
recoverable amount is the highest of the fair value less cost to sell and the value in use.
The fair value less cost to sell is determined based upon independent valuation reports. The Group engages two
independent valuation specialists to assess fair values at reporting date. The carrying values of the vessels may not
represent the fair market value at any point in time since the market prices of second hand vessels tend to ﬂuctu-
ate with changes in charter rates and the cost of new buildings. Historically, both charter rates and vessel values
tend to be cyclical.
The value in use is based upon future cash ﬂows discounted to their present value. In developing estimates of future
cash ﬂows, management makes assumptions about expected operation date (in case of temporarily unemployed
vessels), future charter rates, ship operating expenses, the estimated remaining useful lives of the ﬂeet and the
WACC. These assumptions are based on historical trends as well as future expectations. Although management
believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assump-
tions are highly subjective. We refer to Note 14 Vessels and barges for additional information on the assumptions
applied at year-end.
Climate change and sustainability related developments
Climate related matters and measures such as the introduction of emission reduction legislation may have a signif-
icant impact on the EXMAR business and its customers. EXMAR is closely monitoring current developments and
measures related to climate change and sustainability (see also section 3.1. ESG of this annual report), and believes
these currently do not result in fundamentally changed expectations regarding useful lives or recoverability of our
ﬂeet. In the sensitivity analysis of the annual impairment test of vessels and barges, the age and emission rating of
each particular asset was considered.
112 5. Financial report
E. SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF CONSOLIDATION
Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the Group.
In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of
assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired
set has the ability to produce outputs.
The Group has an option to apply a ‘concentration test’ that permits a simpliﬁed assessment of whether an acquired
set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair val-
ue of the gross assets acquired is concentrated in a single identiﬁable asset or group of similar identiﬁable assets.
Goodwill is initially measured at the acquisition date as the excess of the aggregate of the fair value of the consider-
ation transferred, plus the recognized amount of any non-controlling interests in the acquire, plus – if the business
combination is achieved in stages – the fair value of the existing equity interest in the acquire, less the net recog-
nized amount (generally at fair value) of the identiﬁed assets and liabilities assumed.
When the excess is negative, a bargain purchase gain is immediately recognized in proﬁt or loss.
Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships.
Such amounts are generally recognised in proﬁt or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent
consideration that meets the deﬁnition of a ﬁnancial instrument is classiﬁed as equity, then it is not remeasured and
settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at
each reporting date and subsequent changes in fair value are recognised in proﬁt or loss.
Subsidiaries
Subsidiaries are those entities controlled by the Group. The Group controls an entity when it is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power over the entity.
The ﬁnancial statements of subsidiaries are included in the consolidated ﬁnancial statements from the date on which
control commences until the date on which control ceases. All intra-Group balances, income and expenses, unre-
alized gains and losses and dividends resulting from intra-Group transactions are eliminated in full.
Loss of control
Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, and non-controlling
interests and the other components of equity related to the subsidiary. Any surplus or deﬁcit arising on the loss of
control is recognized in proﬁt and loss. If the Group retains any interest in the previous subsidiary, then such inter
-
est is measured at fair value at the date the control is lost.
Interests in equity-accounted investees
The Group’s interest in equity accounted investees comprises interests in associates and joint ventures.
Associates are those entities in which the Group has signiﬁcant inﬂuence, but not control or joint control, over the
ﬁnancial and operating policies. Signiﬁcant inﬂuence is presumed to exist when the Group holds between 20% and
50% of the voting power.
A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net
assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Investments in associates and joint ventures are accounted for using the equity method and are recognised initially at
cost. The cost of the investment includes transaction costs. Subsequent to initial recognition, the consolidated ﬁnan-
cial statements include the Group’s share of the proﬁt or loss and OCI of equity accounted investees, from the date
that signiﬁcant inﬂuence or joint control commences until the date that signiﬁcant inﬂuence or joint control ceases.
When the share of the Group in the losses exceeds its interest in an equity accounted investee, the carrying amount of
that interest is reduced to zero, and the recognition of future losses is discontinued, except to the extent that the Group
has an obligation or has made payments on behalf of the investee. In such case the negative investment in equity ac-
counted investees is deducted from other components of the investor’s interest in the equity accounted investee (bor-
rowings to equity accounted investees). If the negative investment in equity accounted investees exceeds the investor’s
interest, a liability is recognized for the net amount. Unrealised gains arising from transactions with equity accounted
investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised loss-
es are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
5. Financial report 113
B. FOREIGN CURRENCY
Functional currency
Each entity prepares its individual ﬁnancial statements in the currency of the primary economic environment in
which the entity operates (i.e. the functional currency). Several European and Hong Kong based entities have the
USD as functional currency as the majority of their cash ﬂows are expressed in USD.
Transactions and balances
In preparing the individual ﬁnancial statements, transactions in currencies other than the entities’ functional cur-
rency are recorded at the exchange rate applicable at the date of the transaction.
At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated to the func-
tional currency spot exchange rates at that date. The non-monetary assets and liabilities that are measured in terms
of historical cost are translated to the functional currency at the exchange rate at the date of the initial transactions.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates
at the date the fair value was determined.
Foreign exchange differences arising on translation are recognised in the proﬁt or loss statement, except for (i) quali-
ﬁed cash ﬂow hedges to the extent that the hedges are effective, and (ii) monetary items that are designated as part
of the hedge of the Group’s net investment ina foreign operation, which are recognised in other comprehensive
income. Upon disposal of the hedge and or net investment, the cumulative amount is reclassiﬁed to proﬁt or loss.
Consolidation of foreign operations
On consolidation, assets and liabilities of foreign operations, including goodwill and fair value adjustments aris-
ing on acquisition, are translated to USD – the group reporting currency - using the closing rate at reporting date.
The income and expenses of the foreign operations are converted to USD at the exchange rate at the date of the
transaction (the average exchange rate during the relevant period is used in case the date of transaction approx-
imates this average rate).
Foreign currency translation differences are recognized directly in other comprehensive income. These foreign cur-
rency differences are presented within the “Translation reserve” caption. However, if the operation is a non-wholly
owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-con-
trolling interests.
When a foreign operation is disposed of, the cumulative amount in the translation reserve related to that foreign
operation is reclassiﬁed to proﬁt and loss as part of the gain or loss on disposal. When the Group disposes of only
part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion
of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its
investment in an associate or joint venture that includes a foreign operation while retaining signiﬁcant inﬂuence or
joint control, the relevant proportion of the cumulative amount is reclassiﬁed to proﬁt and loss.
The main exchange rates used are:
Closing rates Average rates
EXCHANGE RATES December 31, 2022 December 31, 2021 2022 2021
EUR 0.9376 0.8829 0.9474 0.8407
GBP 0.8315 0.7419 0.8062 0.7258
HKD 7.7970 7.7992 7.8309 7.7704
NOK 9.8573 8.8194 9.5392 8.5788
XAF 615.0062 579.0388 621.5040 551.5720
ARS 177.1165 102.7327 126.5182 94.1620
KRW 1,259.4458 1,189.0606 1,283.6970 1,137.6564
114 5. Financial report
C. FINANCIAL INSTRUMENTS
Financial assets and ﬁnancial liabilities are recognised in the Group’s statement of ﬁnancial position when the Group
becomes a party to the contractual provisions of the instrument.
Financial assets and ﬁnancial liabilities are initially measured at fair value. Transaction costs that are directly attrib
-
utable to the acquisition or issue of ﬁnancial assets and ﬁnancial liabilities (other than ﬁnancial assets and ﬁnancial
liabilities at fair value through proﬁt or loss) are added to or deducted from the fair value of the ﬁnancial assets or
ﬁnancial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of
ﬁnancial assets or ﬁnancial liabilities at fair value through proﬁt or loss are recognised immediately in proﬁt or loss.
Financial assets
All regular way purchases or sales of ﬁnancial assets are recognised and derecognised on a trade date basis. Reg-
ular way purchases or sales are purchases or sales of ﬁnancial assets that require delivery of assets within the time
frame established by regulation or convention in the marketplace.
Debt instruments that meet the following conditions are measured subsequently at amortised cost (see (i) below):
• The ﬁnancial asset is held within a business model whose objective is to hold ﬁnancial assets in order to collect
contractual cash ﬂows; and
•
The contractual terms of the ﬁnancial asset give rise on speciﬁed dates to cash ﬂows that are solely payments
of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are measured subsequently at fair value through other com-
prehensive income (FVTOCI) (see (ii) below):
•
The ﬁnancial asset is held within a business model whose objective is achieved by both collecting contractual
cash ﬂows and selling the ﬁnancial assets; and
•
The contractual terms of the ﬁnancial asset give rise on speciﬁed dates to cash ﬂows that are solely payments
of principal and interest on the principal amount outstanding.
By default, all other ﬁnancial assets are measured subsequently at fair value through proﬁt or loss (FVTPL).
Despite the foregoing, the Group may make the following irrevocable election/designation at initial recognition of
a ﬁnancial asset:
•
The Group may irrevocably elect to present subsequent changes in fair value of an equity investment in other
comprehensive income if certain criteria are met (see (iii) below); and
•
The Group may irrevocably designate a debt investment that meets the amortised cost or FVTOCI criteria as
measured at FVTPL if doing so eliminates or signiﬁcantly reduces an accounting mismatch (see (iv) below).
All recognised ﬁnancial assets are measured subsequently in their entirety at either amortised cost or fair value,
depending on the classiﬁcation of the ﬁnancial assets:
(I).
Financial assets at amortised costs: These assets are subsequently measured at amortised costs using the
effective interest method. The amortised cost is reduced by impairment losses. Interest income, foreign ex-
change gains and losses and impairment are recognised in proﬁt or loss. Any gain or loss on derecognition
is recognised in proﬁt or loss.
(II). Debt investments at FVTOCI: These assets are subsequently measured at fair value. Interest income is cal
-
culated using the effective interest method, foreign exchange gains and losses and impairment are recog-
nised in proﬁt or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses
accumulated in OCI are reclassiﬁed to proﬁt or loss.
(III).
Equity investments at FVTOCI: These assets are subsequently measured at fair value. Dividends are rec-
ognised as income in proﬁt or loss unless the dividend clearly represents a recovery of part of the cost of
the investment. Other net gains and losses are recognised in OCI and are never reclassiﬁed to proﬁt or loss.
(IV).
Financial assets at FVTPL: These assets are subsequently measured at fair value. Net gains and losses, includ-
ing any interest or dividend income, are recognised in proﬁt or loss. However, see section derivative ﬁnancial
instruments and hedge accounting for derivatives designated as hedging instruments.
Derecognition of ﬁnancial assets
The Group derecognises a ﬁnancial asset when the contractual rights to the cash ﬂows from the ﬁnancial asset
expire, or it transfers the rights to receive the contractual cash ﬂows in a transaction in which substantially all risks
and rewards of ownership of the ﬁnancial asset are transferred or in which the Group neither transfers nor retains
substantially all of the risks and rewards of ownership and it does not retain control over the ﬁnancial asset.
5. Financial report 115
Financial liabilities
Financial liabilities are classiﬁed as measured at amortised cost or FVTPL. A ﬁnancial liability is classiﬁed at FVTPL
if it is classiﬁed as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabil-
ities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised
in proﬁt or loss. Other ﬁnancial liabilities are subsequently measured at amortised cost using the effective interest
method. Interest expense and foreign exchange gains and losses are recognised in proﬁt or loss. Any gain or loss
on derecognition is also recognised in proﬁt or loss.
See section “Derivative ﬁnancial instruments and hedge accounting” for derivatives designated as hedging instru-
ments.
Derecognition of ﬁnancial liabilities
The Group derecognises a ﬁnancial liability when its contractual obligations are discharged or cancelled, or expire.
When an existing loan is replaced by another from the same lender on substantially different terms, or the terms
of the existing loans are substantially modiﬁed, such an exchange or modiﬁcation is treated as a derecognition of
the original loan and the recognition of a new loan (at fair value). The difference in the respective carrying value is
recognized in the statement of proﬁt and loss.
On derecognition of a ﬁnancial liability, the difference between the carrying amount extinguished and the consid-
eration paid (including any non-cash assets transferred or liabilities assumed) is recognised in proﬁt or loss.
Offsetting
Financial assets and ﬁnancial liabilities are offset and the net amount presented in the statement of ﬁnancial posi-
tion when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends
either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
Share capital
Ordinary shares are classiﬁed as equity. Incremental costs directly attributable to the issue of ordinary shares and
share options are recognised as a deduction from equity, net of tax effects. When share capital recognised as eq
-
uity is repurchased, the amount of the consideration paid, including directly attributable costs net of tax, is recog-
nised as a deduction from equity. When treasury shares are sold, the amount received is recognised as an increase
in equity and the resulting surplus or deﬁcit on the transaction is presented in retained earnings.
Derivative ﬁnancial instruments & hedge accounting
The Group holds derivative ﬁnancial instruments to hedge its foreign currency and interest rate risk exposures. Em-
bedded derivatives are separated from the host contract and accounted for separately if the host contract is not a
ﬁnancial asset and certain criteria are met.
Derivatives are recognised initially at fair value at the date a derivative contract is entered into. Subsequent to initial
recognition, derivatives are recognized at fair value and changes therein are generally recognized in proﬁt and loss.
The Group designates certain derivatives as hedging instruments to hedge the variability in cash ﬂows associated
with highly probable forecast transactions arising from changes in foreign exchange rates and interest rates and
certain derivatives and non-derivative ﬁnancial liabilities as hedges of foreign exchange risk of a net investment in
a foreign operation.
At inception of designated hedge relationships, the Group documents the risk management objective and strategy
for undertaking the hedge. The Group also documents the economic relationship between the hedged item and
the hedged instrument, including whether the changes in cash ﬂow of the hedged item and hedging instrument
are expected to offset each other.
116 5. Financial report
Cash ﬂow hedges
When a derivative is designated as a cash ﬂow hedging instrument, the effective portion of changes in the fair val-
ue of the derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes
in the fair value of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the
hedged item, determined on a present value basis. Any ineffective portion of changes in the fair value of the de-
rivative is recognized immediately in proﬁt or loss. The amount accumulated in the hedging reserve and the cost of
the hedging reserve is reclassiﬁed to proﬁt or loss in the same period or periods during which the hedge expected
future cash ﬂows affect proﬁt or loss.
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is termi-
nated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash ﬂow
hedges is discontinued, any gain or loss recognised in other comprehensive income and accumulated in the cash
ﬂow hedge reserve at that time remains in equity and is reclassiﬁed to proﬁt or loss when the forecasted transac-
tion occurs. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in the cash
ﬂow hedge reserve is immediately reclassiﬁed to proﬁt or loss.
D. GOODWILL
Goodwill arising upon the acquisition of subsidiaries is included in intangible assets.
For the measurement of goodwill at initial recognition, we refer to the accounting policy “Business combination”
under A. Basis of consolidation.
Subsequently, goodwill is measured at cost less accumulated impairment losses (see accounting policy G. Impair
-
ment of assets).
In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of
the investment and an impairment loss on such an investment is allocated to the carrying amount of the equity ac-
counted investee as a whole.
E. INTANGIBLE ASSETS
Research and development
Expenditure on research activities, undertaken with the prospect of gaining new scientiﬁc or technical knowledge
and understanding, is recognised in proﬁt or loss as incurred.
Development activities involve a plan or design for the production of new or substantially new improved prod
-
ucts and processes. Development costs are capitalized only if the development cost can be measured reliably, the
product or process is technically and commercially feasible, future economic beneﬁts are probable and the Group
intends to and has sufﬁcient resources to complete development and to use or sell the asset. Otherwise, it is rec-
ognised in proﬁt or loss as incurred. Capitalised development expenditure is measured at cost less accumulated
amortisation and accumulated impairment losses.
Other intangible assets
Other intangible assets (e.g. software,…) acquired by the Group that have ﬁnite useful lives are measured at cost
less accumulated amortisations and accumulated impairment losses. The amortisation is recognized in the proﬁt or
loss statement, and is spread over the useful life of the relevant intangible assets following the straight-line depre-
ciation method. The amortization starts from the date that they are available for use. Amortization methods, useful
lives and residual values are reviewed at each ﬁnancial year-end and adjusted if appropriate.
Intangible assets with an indeﬁnite useful life or that are not yet available for use, are subject to an annual impair-
ment test.
Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic beneﬁts embodied in the speciﬁc
assets to which it relates. All other expenditure is recognized in proﬁt or loss as incurred.
5. Financial report 117
F. PROPERTY, PLANT AND EQUIPMENT
Owned assets
Items of property, plant and equipment are stated at cost, which includes capitalised borrowing costs, less accu-
mulated depreciation and impairment losses. Cost includes expenditure that is directly attributable to the acqui-
sition of the asset and to bringing the asset to the location and condition necessary for its intended use. The cost
of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to
bringing the asset to a working condition for its intended use and capitalized borrowing costs.
Subsequent expenses associated with items of property, plant and equipment are capitalised only if a future eco
-
nomic advantage will result from this expenditure and its cost can be measured reliably. If a part of an item of prop-
erty, plant and equipment is replaced, the replacement cost is capitalised and the carrying amount of the replaced
part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognised in the
proﬁt or loss statement as incurred.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as sep-
arate items (major components) of property, plant and equipment.
Depreciation is calculated over the depreciable amount, which is the cost of an asset, less its residual value and is
recognized in proﬁt or loss.
Vessels, barges or units in the construction process are separately classiﬁed on the balance sheet as assets under
construction. These assets under construction are not depreciated, depreciation starts at the moment that the ves-
sels are delivered. As from the moment of delivery, the vessels are no longer classiﬁed as under construction. The
business model of the Group aims to rent or operate the constructed assets.
The vessels are depreciated on a straight-line basis to their residual value over their estimated useful life (as from
construction date) in the Group as follows:
Gas vessel LPG pressurized (1) 20 years
Gas vessel LPG 30 years
Gas vessel VLGC 30 years
Gas vessel LNG 35 years
LNG units 30 years
Accommodation platform, newbuild:
- Hull machinery & deck outﬁtting 20 years
- Accommodation 10 years
Accommodation platform, second hand 10-12 years
(1) In June 2016, EXMAR increased its share in the pressurized ﬂeet from 50% to 100% and applied IFRS 3 Business combinations to account for this. The vessels
were at that date accounted for at fair value and are being depreciated over their remaining useful life, which was 30 years as from construction date, or on
average a remaining term of 23 years. In 2020, management re-assessed the useful life and reduced it from 30 to 20 years (as from construction date), or an
average remaining useful life of 10 years as from January 1, 2020.
Vessels and barges are estimated to have a zero residual value.
Dry-docking expenses are capitalised when they occur and depreciated over a period until the next dry-dock.
Other property, plant and equipment are depreciated over their estimated useful life using the straight-line depre-
ciation method. Land is not depreciated.
The estimated useful lives of the various other types of assets are as follows:
Buildings 33.3 years
Leased real estate 33.3 years
Plant and equipment 5 years
Furniture 10 years
Cars 5 years
Airplane 10 years
IT equipment 3 years
118 5. Financial report
G. IMPAIRMENT OF ASSETS
Financial assets
Financial assets measured at amortised cost are assessed each reporting date to determine whether the credit risk
of a ﬁnancial asset has increased signiﬁcantly since initial recognition. The Group recognises a loss allowance for
expected credit losses (ECL’s) which is based on the difference between the contractual cash ﬂows due in accord-
ance with the contract and all the cash ﬂows that the Group expects to receive, discounted at an approximation of
the original effective interest rate. The expected cash ﬂows will include cash ﬂows from the sale of collateral held
or other credit enhancements that are an integral part of the contract terms.
In determining the credit risk of a ﬁnancial asset and when estimating the ECL’s, the Group considers reasonable
and supportable information that is relevant and available without undue cost or effort. This includes both quan-
titative and qualitative information and analysis, based on the Group’s historical experience and informed credit
assessment and including forward-looking information.
Equity accounted investees
After application of the equity method, the entity determines whether it is necessary to recognise an impairment
loss with respect to its net investment in the associate or joint venture. An impairment loss in respect of an equity
accounted investee is measured by comparing the recoverable amount of the investment with its carrying amount.
An impairment loss is recognised in proﬁt and loss and is reversed when there is a favourable change in the esti
-
mates used to determine the recoverable amount.
Non-ﬁnancial assets
The carrying value of non-ﬁnancial assets, other than deferred tax assets, are reviewed at each balance sheet date
to determine whether there is an indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated.
For goodwill and intangible assets that have indeﬁnite lives or that are not yet available for use the recoverable
amount is estimated on each balance sheet date.
The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash ﬂows are discounted to their present value us-
ing a pre-tax discount rate that reﬂects current market assessments of the time value of money and the risks speciﬁc
to the asset. For the purpose of impairment testing, assets that cannot be tested individually are grouped together
into the smallest group of assets that generates cash inﬂows from continuing use that are largely independent of
the cash inﬂows of other assets or CGUs.
The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-gen
-
erating units that are expected to beneﬁt from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimat-
ed recoverable amount. All impairment losses are recognised in the proﬁt or loss statement.
Impairment losses recognized in respect of cash-generating units are allocated ﬁrst to reduce the carrying amount
of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group
of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses in prior pe-
riods are assessed at each reporting date for indications that the loss has decreased or no longer exists. An impair-
ment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An
impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
H. ASSETS HELD FOR SALE
Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily
through sale rather than through continuing use, are classiﬁed as held for sale. Immediately before classiﬁcation as held
for sale, the assets (or components of a disposal group) are remeasured in accordance with the Group’s accounting
policies. Thereafter the assets (or disposal group) are measured at the lower of their carrying amount and fair value
less cost to sell. Any impairment loss on a disposal group is allocated ﬁrst to goodwill, and then to the remaining
assets and liabilities on a pro rata basis except that no loss is allocated to assets not in the measurement scope of
IFRS 5, which continue to be measured in accordance with the Group’s other accounting policies. Intangible assets
and property, plant and equipment once classiﬁed as held for sale or distribution are not amortised or depreciated.
In addition, equity accounting of equity accounted investees ceases once classiﬁed as held for sale or distribution.
5. Financial report 119
I. INVENTORIES
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for, as follows:
• Raw materials and good purchased for resale: purchase cost on a ﬁrst-in/ﬁrst-out basis;
•
Work in progress and ﬁnished goods: cost of direct material and labor and a proportion of manufacturing over-
heads based on the normal operating capacity but excluding borrowing costs.
Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs of completing the sale.
Write-offs on inventories are applied on slow-moving items. The calculation of the allowance is based on consist
-
ently applied write-off rules, which depend on both historical and future demand.
J. EMPLOYEE BENEFITS
Deﬁned contribution plans
Obligations for contributions to deﬁned contribution pension plans are recognised as an expense in the proﬁt or
loss statement as the related service is provided.
Deﬁned beneﬁt plans
The Group’s net obligation in respect of deﬁned beneﬁt pension plans is calculated separately for each plan by
estimating the amount of future beneﬁt that employees have earned in return for their service in the current and
prior periods; discounting that amount and deducting the fair value of any plan assets. The calculation is performed
annually by a qualiﬁed actuary using the projected unit credit method. When the calculation results in a potential
asset for the Group, the recognized asset is limited to the present value of economic beneﬁts available in the form
of a any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value
of economic beneﬁts, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net deﬁned beneﬁt liability, which comprise actuarial gains and losses, the return on plan
assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately
in OCI. The Group determines the net interest expense (income) on the net deﬁned beneﬁt liability (asset) for the
period by applying the discount rate used to measure the deﬁned beneﬁt obligation at the beginning of the annual
period to the then net deﬁned beneﬁt liability (asset), taking into account any changes in the net deﬁned beneﬁt
liability (asset) during the period as a result of contributions and beneﬁt payments. Net interest expense and other
expenses related to deﬁned beneﬁt plans are recognised in proﬁt or loss.
When the beneﬁts of a plan are changed or when a plan is curtailed, the resulting change in beneﬁt that relates to
past service or the gain or loss on curtailment is recognised immediately in proﬁt or loss. The Group recognises
gains and losses on the settlement of a deﬁned beneﬁt plan when the settlement occurs.
Belgian deﬁned contribution plans with return guaranteed by law
Belgian deﬁned contribution plans are subject to the Law of April 28, 2003 on occupational pensions (hereafter ‘the
WAP’). According to article 24 of this Law, the employer has to guarantee an average minimum return of 3.75% on
employee contributions and of 3.25% on employer contributions and this for contributions paid until December 31,
2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both employ-
er and employee contributions (as changed by the Law of December 18, 2015). This guaranteed minimum return
generally exceeds the return that is normally guaranteed by the insurer. Because the employer has to guarantee
the statutory minimum return on these plans, not all actuarial and investment risks relating to these plans are trans-
ferred to the insurance company managing the plans. Therefore, these plans do not meet the deﬁnition of a deﬁned
contribution plan under IFRS and have to be classiﬁed by default as deﬁned beneﬁt plans. An actuarial calculation
has been performed in accordance with IAS 19 based on the projected unit credit method.
Termination beneﬁts
Termination beneﬁts are recognised as an expense when the Group is demonstrably committed, without realistic
possibility or withdrawal, to a formal detailed plan to either terminate employment before the normal retirement
date, or to provide termination beneﬁts as a result of an offer made to encourage voluntary redundancy. Termina-
tion beneﬁts for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary
redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably.
If beneﬁts are payable more than 12 months after the reporting date, then they are discounted to their present value.
120 5. Financial report
Short-term employee beneﬁt
Short-term employee beneﬁt obligations are measured on an undiscounted basis and are expensed as the related
service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or
proﬁt-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past
service provided by the employee, and the obligation can be estimated reliably.
Share-based payment transactions
The grant date fair value of options granted to employees is recognised as an employee expense, with a corre-
sponding increase in equity, over the period that the employees unconditionally become entitled to the options.
The amounts recognised as an expense is adjusted to reﬂect the actual number of options for which the related
service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised
as an expense is based on the number of awards that do meet the related service and non-market performance
conditions at vesting date.
k. PROVISIONS
A provision is recognised in the statement of ﬁnancial position when the Group has a legal or constructive obliga-
tion as result of a past event, that can be estimated reliably and it is probable that an outﬂow of beneﬁts will be
required to settle the obligation. If the effect is material, provisions are determined by discounting the expected
future cash ﬂows at a pre-tax rate that reﬂects current market assessments of the time value of money and, where
appropriate, the risks speciﬁc to the liability.
Restructuring provisions
Provisions for restructuring are recognised when the Group has approved a detailed and formal restructuring plan,
and the restructuring has either commenced or has been announced publicly. Future operating costs are not pro-
vided for.
Onerous contracts
A provision for onerous contracts is recognised when the expected beneﬁts to be derived by the Group from a
contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is meas-
ured at the present value of the lower of the expected cost of terminating the contract and the expected net cost
of continuing with the contract. Before a provision is recorded, the Group recognises any impairment loss on the
assets associated with that contract.
L. INCOME
Charter revenue
The company and/ or its joint ventures generate revenues from charterers for the use of its assets. Assets are char-
tered using voyage/spot, time or bareboat charters and pool revenue:
•
Voyage/spot charters: Voyage revenue is recognized over time of spot charters on a load-to-discharge basis.
Progress is determined on time elapsed. Voyage expenses are expensed as occurred. When our vessels cannot
start or continue performing its obligation due to other factors, such as port delays, a demurrage is calculated.
The applicable demurrage rate is stipulated in the contract. As demurrage is often a commercial discussion
between EXMAR and the charterer, the outcome and total compensation receivable for the delay is not always
certain. As such, EXMAR only recognizes the revenue which is highly probable to be received. No revenue is
recognized if the collection of the consideration is not highly probable. The amount of revenue recognized is
estimated based on historical data. The Group updates its estimate on an annual basis.
•
Time- and Bareboat charters: As a lessor, the Group leases out some of its vessels under time – and bareboat
charters (see also l) Leases). For time or bareboat charters, a contract is entered into for the use of an asset for
a speciﬁc period of time at a contractual agreed daily or monthly rate. Revenue from time or bareboat charters
are accounted for as operating leases and are recognised over the duration as service is performed.
•
Pool revenue: Aggregated revenue recognized on a daily basis from vessels operating on voyage or time char-
ter and contract of affreightment (“COA”) within the pool is converted into an aggregated net revenue amount
by extracting aggregated voyage expenses (such as fuel consumption, port charges,..) from gross revenue. This
net revenue is used to determine the pool Time Charter Equivalent revenue (“TCE”). Aggregate TCE revenue
is used to allocate revenue to the pool partners in accordance with the allocated pool points earned for each
vessel. Pool points are determined taking into account the following parameters: intake (= capacity of the ves-
5. Financial report 121
sel), speed, fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels
operated in the pool is equal to the pool point rating of each vessel multiplied by time on hire, as reported by
the pool manager. Revenue from these ﬂoating time charter agreements under which vessels are employed by
the pool is accounted for under IFRS 15 Revenue from contracts with customers.
Revenue from services rendered
Revenue from services such as ship management, engineering and technical assistance services are recognised in
the proﬁt or loss statement over time as the services are provided. The customer simultaneously receives and con-
sumes the beneﬁts provided by the entity’s performance as the entity performs (recurring services). Invoices and
related payment terms depend on individual contractual terms.
License income
Revenue from the licensing of EXMAR’s intellectual property is in general recognised over time together with the
underlying services rendered based on time and material spent. In case the license revenue is considered distinct
and distinct within the context of the contract, this revenue will be recognized at the point in time when EXMAR
satisﬁes the performance obligation and control is transferred to the customer.
Gain on sale of assets
Gain on the sale of assets (vessels and barges) is recognized in the proﬁt or loss statement when control of the
goods underlying the particular performance obligation is transferred to the customer, which in general is at the
moment of delivery of the vessel or barge to the customer. Invoices and related payment terms depend on indi-
vidual contractual terms.
Revenue from sale of goods
Contracts with customers to sell goods have only one performance obligation. Revenue recognition occurs at a
point in time when control of the asset is transferred to the customer, in general upon the delivery of goods.
Manufacturing project revenue
For revenue out of manufacturing projects, the percentage of completion method is used, provided that the out-
come of the project can be assessed with reasonable certainty.
Commissions
if the Group acts in the capacity of an agent rather than as a principal in the transaction, then the revenue recog-
nised is the net amount of commission realized by the Group.
M. LEASES
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identiﬁed asset for a period of time in exchange
for consideration.
As a lessee
At commencement or on modiﬁcation of a contract that contains a lease component, the Group allocates the con-
sideration in the contract to each lease component on the basis of its relative stand- alone prices.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs
to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located,
less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date
to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end
of the lease term or the cost of the right-of-use asset reﬂects that the Group will exercise a purchase option. In that
case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on
the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by
impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commence-
122 5. Financial report
ment date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the
Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external ﬁnancing
sources and makes certain adjustments to reﬂect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability comprise the following:
• Fixed payments, including in-substance ﬁxed payments;
•
Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date;
• Amounts expected to be payable under a residual value guarantee; and
• The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in
an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for
early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there
is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s
estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assess-
ment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance
ﬁxed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of
the right-of-use asset, or is recorded in proﬁt or loss if the carrying amount of the right-of-use asset has been re-
duced to zero.
The Group presents right-of-use assets separately on the face of the balance sheet and lease liabilities in “Loans
and borrowings” in the statement of ﬁnancial position.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and
short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases
as an expense on a straight-line basis over the lease term.
As a lessor
At inception or on modiﬁcation of a contract that contains a lease component, the Group allocates the considera-
tion in the contract to each lease component on the basis of their relative stand-alone prices.
When the Group acts as a lessor, it determines at lease inception whether each lease is a ﬁnance lease or an op-
erating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of
the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a ﬁnance
lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such
as whether the lease is for the major part of the economic life of the asset.
If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the con
-
sideration in the contract.
The Group recognises lease payments received under operating leases as income on a straight-line basis over the
lease term as part of “Revenue”.
N. GOVERNMENT GRANTS
Government grants are recognised initially as deferred income at fair value when there is a reasonable assurance
that they will be received and the Group will comply with the conditions associated with the grant and are then
recognised in proﬁt and loss as other income on a systematic basis over the useful life of the asset. Grants that
compensate the Group for expenses incurred are recognised in proﬁt or loss on a systematic basis in the periods
in which the expenses are recognised.
O. FINANCE INCOME AND EXPENSES
Finance income consists of interests received, dividend income, gains on the disposal of equity securities at FVTPL,
changes in the fair value of ﬁnancial assets at fair value through proﬁt or loss, and gains on hedging instruments
that are recognised in proﬁt or loss and exchange rate gains. Interest income is recognised in the proﬁt or loss
statement as it accrues, taking into account the effective yield on the asset. Dividend income is recognised in the
proﬁt or loss statement on the date that the dividend is declared.
Finance expenses consist of interest expense on borrowings, unwinding of the discount on provisions, changes in
the fair value of ﬁnancial assets at fair value through proﬁt or loss, impairment losses recognised on ﬁnancial assets,
exchange rate losses and losses on hedging instruments that are recognised in proﬁt or loss.
5. Financial report 123
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset
are recognised in proﬁt or loss using the effective interest method. Foreign currency gains and losses are reported
on a net basis per currency as either other ﬁnance income or ﬁnance expense.
P. TA XES
Income tax expense consists of current and deferred taxes. Current and deferred tax is recognised in the proﬁt or
loss statement, except to the extent it relates to a business combination, or when they relate to items that are rec
-
ognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss of the year, using tax rates
enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous
years. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is recognised on all temporary differences between the carrying amounts of assets and liabilities for
reporting purposes and the amounts used for taxation purposes. The following temporary differences are not pro-
vided for: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not
a business combination and that affects neither accounting, nor taxable proﬁt, and differences relating to invest-
ments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing
of reversal and it is probable that they will not reverse in the foreseeable future.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they re-
verse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax as-
sets are recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is
probable that future taxable proﬁts will be available against which they can be utilised.
Deferred tax assets are reduced when it is no longer probable that the related tax beneﬁts will be realized. Unrec
-
ognized deferred tax assets are reassessed at each reporting date and recognised to the extent that is has become
probable that future taxable proﬁts will be available against which they can be used. Deferred tax assets and liabil-
ities are offset only if certain conditions are met.
Tonnage tax is not accounted for as income taxes in accordance with IAS 12 and is not presented as part of income
tax expense in the proﬁt or loss statement but is shown under other operating expenses.
Q. SEGMENT REPORTING
An operating segment is a component of the Group that engages in business activities from which it may earn reve-
nues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other
components. All operating segments’ operating results are reviewed regularly by management to make decisions
about resources to be allocated to the segment and assess its performance.
The result for each segment includes all income and expenses generated directly by this segment, as well as part
of the income and expenses that can reasonably be allocated to this segment. The assets and liabilities allocated
to a segment include as a minimum the assets and liabilities which are periodically reported to the Chief operating
decision maker, being the Group’s CEO and the Executive Committee.
Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment
and intangible assets.
R. EARNINGS PER SHARE
The Group presents basic and diluted earnings per share for its ordinary shares. Basic earnings per share is calcu-
lated by dividing the proﬁt or loss attributable to ordinary shareholders of the Company by the weighted average
number of ordinary shares outstanding during the period, adjusted for treasury shares held. Diluted earnings per
share is determined by adjusting the proﬁt and loss attributable to ordinary shareholders and the weighted average
of ordinary shares outstanding, adjusted for treasury shares held and for the effects of all dilutive potential ordinary
shares such as share options granted to employees.
S. DISCONTINUED OPERATIONS
A discontinued operation is a component of the Group’s business, the operations and cash ﬂows of which can be
clearly distinguished from the rest of the Group and which represents a separate major line of business or geograph-
ical area of operations that has been disposed of or is held for sale; is part of a single coordinated plan to dispose of
a separate major line of business or geographic area of operations or is a subsidiary acquired exclusively with a view
to re-sale. Classiﬁcation of a discontinued operation occurs upon disposal or when the operation meets the criteria to
be classiﬁed as held for sale, if earlier. When an operation is classiﬁed as a discontinued operation, the comparative
proﬁt or loss statement is restated as if the operation had been discontinued from the start of the comparative period.
NOTE 2 - 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 consolidated statement of ﬁnancial position and the consolidated statement of proﬁt or loss is presented in
Note 3 Reconciliation segment reporting. All differences relate to the application of IFRS 11 Joint arrangements,
no other differences exist.
The Group has 3 reportable segments. The Group’s operating segments reﬂect the level at which the Group’s CEO
and the Executive Committee review the business and make decisions about the allocation of resources and other
operating matters. These segments offer different products and services and are managed separately.
• The activities in the Shipping segment include the transportation of liqueﬁed gas products such as Liquid Nat
-
ural Gas (LNG), Liquid Petroleum Gas (LPG), ammonia and petrochemical gases.
•
The Infrastructure segment provides innovative ﬂoating infrastructure solutions to the oil & gas industry both
by making use of its asset portfolio and through developing new assets for near-shore and offshore production,
processing, storage or other ancillary services.
•
The segment Supporting services includes the specialised supporting services such as ship management ser-
vices, travel services and manufacturing activities.
The company’s internal and management structure does not distinguish any geographical information (non-current
assets and revenue per major country) as the company’s ﬂeet is operated on a worldwide basis.
The intra-segment revenue mainly relates to management, supervision and crew services provided between segments.
Major shipping client Equinor (ex-Statoil) and Saudi Arabian Mining Company represented 24.55% (2021: 19.9%) and
12.37% (2021: 9.9%) of the revenue of the Shipping segment and 14.4% (2021: 14.3%) and 7.24% (2021: 7.1%) of the
EXMAR Group revenue in 2022. The remaining part of the Shipping revenue is divided between 14 different cus-
tomers. Hyundai Heavy Industries Korea and Gasunie represented 29.1% (2021: 5.6) and 15.8% (2021: 0.0%) of the
revenue of the Infrastructure segment. Both companies represented 6.4% (2021: 5.7) and 9.27% (2021: 0.0%) of the
EXMAR Group revenue in 2022. In 2021, Gunvor represented 30.6% of the revenue of the Infrastructure segment
and 5.7% of the EXMAR Group revenue, versus 0% in 2022. The percentages mentioned are calculated excluding
settlement fees. No other customers represented more than 10.0% of the EXMAR Group revenue in 2022.
Segment reporting 2022
(In thousands of USD)
CONSOLIDATED STATEMENT
OF PROFIT OR LOSS
For the year ended December 31, 2022
Shipping Infrastucture
Supporting
services
Eliminations Total
Revenue third party 139,882 76,099 23,026 0 239,007
Revenue intra-segment 1,530 39 7,928 -9,497 0
Royalty income 0 4,320 0 0 4,320
Total revenue 141,412 80,458 30,954 -9,497 243,328
Gain on disposal 385 315,659 3,489 0 319,533
Other operating income 3,239 1,193 264 -9 4,688
Operating income 145,036 397,311 34,706 -9,505 567,549
Operating result before depreciations,
amortisations & impairment losses (EBITDA)
81,627 323,130 -3,080 0 401,676
Depreciations and amortisations -47,859 -13,256 -1,233 0 -62,347
Impairment losses and reversals 8,975 4,859 -91 0 13,743
Operating result (EBIT) 42,743 314,733 -4,404 0 353,072
Interest income (non-intra-segment) 83 2,626 3,942 0 6,651
Interest income intra-segment 453 515 12,556 -13,525 0
Interest expenses (non-intra-segment) -25,603 -6,575 -306 0 -32,484
Interest expenses intra-segment -2,105 -10,905 -515 13,525 0
Other ﬁnance income 5,040 4,613 4,150 -1,000 12,803
Other ﬁnance expenses -2,862 -9,636 -7,388 1,000 -18,885
Share of result of equity accounted investees
(net of income tax)
0 0 269 0 269
Income tax expense -919 1,007 -1,167 0 -1,079
Segment result for the period 16,831 296,378 7,139 0 320,348
Attributable to:
Non-controlling interest 30
Owners of the Company 320,318
124 5. Financial report
(In thousands of USD)
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
For the year ended December 31, 2022
Shipping Infrastucture
Supporting
services
Eliminations Total
Assets
Vessels and barges 507,669 211,930 0 0 719,599
Other property, plant and equipment 40 400 14,116 14,556
Intangible assets 0 19 206 225
Right-of-use assets 11,696 2,442 7,812 21,949
Investments in equity accounted investees 0 0 449 449
Borrowings to equity accounted investees 0 7,000 0 7,000
Loan receivables intra-segment 76,872 58,153 416,458 -551,483 0
Inventories 0 0 9,217 9,217
Restricted cash 1,778 0 0 1,778
Cash and cash equivalents 28,872 32,600 485,965 547,437
Assets held for sale 9,988 0 0 9,988
Total segment assets 636,915 312,544 934,222 -551,483 1,332,198
Unallocated other investments 5,432
Unallocated trade and other receivables 81,375
Trade and other receivables intra-segment 7,123 10,035 36,117 -53,275 0
Other unallocated assets 2,256
Total assets -604,758 1,421,260
Liabilities
Non-current borrowings 330,718 2,026 6,541 339,284
Current borrowings 92,909 10,465 1,386 104,759
Borrowings intra-segment 262,919 167,310 121,254 -551,483 0
Other payables 0 78,000 0 78,000
Non-current provisions 2,347 0 800 3,147
Total segment liabilities 688,892 257,801 129,980 -551,483 525,190
Unallocated equity 0 798,689
Unallocated trade and other payables 0 90,478
Trade and other payables intra-segment 22,243 21,035 9,996 -53,275 0
Unallocated other liabilities 0 6,903
Total equity and liabilities -604,758 1,421,260
CASH FLOW STATEMENT
Cash from operating activities -20,686 -116,164 204,797 67,947
Cash from investing activities 2,578 619,892 -8,961 613,509
Cash from ﬁnancing activities 11,121 -482,042 229,261 -241,660
Exchange rate ﬂuctuations 568
Total cash ﬂow -6,988 21,685 425,098 440,364
ADDITIONAL INFORMATION
Capital expenditures -21,778 -9,693 -317 -31,788
Proceeds from disposals 24,356 718 9 25,083
5. Financial report 125
Segment reporting 2021
(In thousands of USD)
CONSOLIDATED STATEMENT
OF PROFIT OR LOSS
For the year ended December 31, 2021
Shipping Infrastucture
Supporting
services
Eliminations Total
Revenue third party 136,013 91,986 19,047 0 247,046
Revenue intra-segment 1,667 781 7,503 -9,951 0
Total revenue 137,680 92,767 26,550 -9,951 247,046
Gain on disposal 171 0 33 0 204
Other operating income 747 102 253 -113 990
Operating income 138,598 92,869 26,836 -10,064 248,239
Operating result before depreciations,
amortisations & impairment losses (EBITDA)
65,054 54,420 -5,987 0 113,486
Depreciations and amortisations -43,918 -17,225 -984 0 -62,126
Impairment losses and reversals 5,700 -20,063 -23 0 -14,385
Operating result (EBIT) 26,836 17,132 -6,994 0 36,975
Interest income (non-intra-segment) -4 1,179 162 0 1,337
Interest income intra-segment 1 0 13,083 -13,084 0
Interest expenses (non-intra-segment) -16,788 -13,197 -140 0 -30,125
Interest expenses intra-segment -334 -12,749 -1 13,084 0
Other ﬁnance income 1,062 4,014 6,350 -1,000 10,426
Other ﬁnance expenses 70 -2,740 -1,812 1,000 -3,482
Share of result of equity accounted investees
(net of income tax)
0 -1,638 138 0 -1,499
Income tax expense -182 -695 -1,119 0 -1,997
Segment result for the period 10,660 -8,694 9,668 0 11,635
Attributable to:
Non-controlling interest 35
Attributable to owners of the Company 11,600
126 5. Financial report
(In thousands of USD)
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
For the year ended December 31, 2021
Shipping Infrastucture
Supporting
services
Eliminations Total
Assets
Vessels and barges 555,353 409,128 0 0 964,481
Other property, plant and equipment 52 240 982 1,274
Intangible assets 0 14 68 82
Right-of-use assets 16,122 2,969 2,266 21,356
Equity accounted investees 0 2,969 2,400 5,369
Borrowings to equity accounted investees 0 9,848 -1,957 7,891
Loan receivables intra-segment 77,460 40,567 719,370 -837,397 0
Restricted cash 1,761 76,121 0 77,882
Cash and cash equivalents 35,843 10,869 60,362 107,074
Assets held for sale 17,709 0 0 17,709
Total segment assets 704,300 552,725 783,491 -837,397 1,203,119
Unallocated other investments 1,849
Unallocated trade and other receivables 70,462
Trade and other receivables intra-segment 737 438 43,848 -45,024 0
Other unallocated assets 2,684
Total assets -882,420 1,278,113
Liabilities
Non-current borrowings 413,621 116,216 1,665 531,502
Current borrowings 56,206 88,578 661 145,445
Borrowings intra-segment 204,601 500,971 131,824 -837,397 0
Non-current provisions 2,347 0 800 3,147
Current derivative ﬁnancial instruments 0 0 0 0
Total segment liabilities 676,775 705,766 134,950 -837,397 680,094
Unallocated equity 536,502
Unallocated trade and other payables 59,474
Trade and other payables intra-segment 24,446 19,802 776 -45,024 0
Unallocated other liabilities 2,044
Total equity and liabilities -882,420 1,278,113
CASH FLOW STATEMENT
Cash from operating activities 48,645 26,710 88,766 164,121
Cash from investing activities -135,473 -2,548 255 -137,765
Cash from ﬁnancing activities 94,946 -21,611 -45,645 27,691
Exchange rate ﬂuctuations -706
Total cash ﬂow 8,119 2,551 43,376 0 53,341
ADDITIONAL INFORMATION
Capital expenditures -141,768 -1,958 -250 -143,976
Proceeds from disposals 6,296 0 189 6,485
5. Financial report 127
128 5. Financial report
NOTE 3 - RECONCILIATION SEGMENT REPORTING
The ﬁnancial information of each operating segment is reviewed by management using the proportionate consol-
idation method. The below tables reconcile the ﬁnancial information as reported in the consolidated statement
of ﬁnancial position and the consolidated statement of proﬁt or loss (using the equity consolidation method as re-
quired under IFRS 11) with the ﬁnancial information disclosed in Note 2 Segment reporting (using the proportion-
ate consolidation method).
(In thousands of USD)
For the year ended December 31, 2022
Proportionate
consolidation
Difference
Equity
consolidation
Revenue 243,328 -87,724 155,604
Gain on disposal 319,533 109 319,643
Other operating income 4,688 -3,086 1,601
Vessel expenses -90,444 30,323 -60,121
Raw materials and consumables used (-) -3,447 0 -3,447
General and administrative expenses -39,623 330 -39,293
Personnel expenses -32,333 0 -32,333
Depreciations and amortisations -62,347 28,723 -33,624
Impairment losses and reversals 13,743 -8,975 4,768
Loss on disposal 0 0 0
Other operating expenses -25 0 -25
Result from operating activities 353,073 -40,300 312,773
Interest income 6,651 473 7,125
Interest expenses -32,484 10,530 -21,954
Other ﬁnance income 12,803 -3,278 9,525
Other ﬁnance expenses -18,886 831 -18,055
Result before income tax and share of result of equity accounted
investees
321,157 -31,743 289,414
Share of result of equity accounted investees (net of income tax) 269 31,737 32,007
Income tax expense -1,079 6 -1,072
Result for the period 320,348 0 320,348
5. Financial report 129
(In thousands of USD)
December 31, 2022
Proportionate
consolidation
Difference
Equity
consolidation
Vessels and barges 719,599 -281,633 437,966
Other property, plant and equipment 14,556 0 14,556
Intangible assets 225 0 225
Right-of-use assets 21,949 -11,039 10,910
Investments in equity accounted investees 449 106,633 107,082
Borrowings to equity accounted investees 0 0 0
Deferred tax assets 1,071 0 1,071
Non-current assets 757,849 -186,039 571,810
Derivative ﬁnancial asset 3,583 -3,010 573
Other investments 1,849 0 1,849
Inventories 9,217 0 9,217
Trade and other receivables 81,375 -14,286 67,089
Short term borrowings to equity accounted investees 7,000 0 7,000
Current tax assets 1,185 0 1,185
Restricted cash 1,778 -1,778 0
Cash and cash equivalents 547,437 -27,884 519,553
Assets held for sale 9,988 -9,988 0
Current assets 663,411 -56,946 606,465
Total assets 1,421,260 -242,985 1,178,276
Equity 798,689 1 798,691
Borrowings 339,284 -171,736 167,548
Other payables 78,000 0 78,000
Employee beneﬁts 1,040 0 1,040
Non-current provisions 3,147 -2,347 800
Deferred tax liabilities 2,982 0 2,982
Non-current liabilities 424,453 -174,083 250,370
Borrowings 104,759 -53,960 50,800
Trade and other payables 90,478 -14,936 75,542
Current tax liability 2,881 -8 2,873
Current liabilities 198,118 -68,903 129,215
Total equity and liabilities 1,421,260 -242,985 1,178,276
130 5. Financial report
(In thousands of USD)
For the year ended December 31, 2021
Proportionate
consolidation
Difference
Equity
consolidation
Revenue 247,046 -98,816 148,229
Gain on disposal 204 -151 52
Other operating income 990 0 990
Vessel expenses -80,634 35,565 -45,068
General and administrative expenses -25,149 613 -24,536
Personnel expenses -27,355 6 -27,349
Depreciations and amortisations -62,126 30,762 -31,364
Impairment losses and reversals -14,385 -3,200 -17,585
Loss on disposal -143 43 -100
Other operating expenses -1,473 585 -888
Result from operating activities 36,975 -34,593 2,382
Interest income 1,337 200 1,537
Interest expenses -30,125 14,599 -15,526
Other ﬁnance income 10,426 -229 10,198
Other ﬁnance expenses -3,482 -3,303 -6,785
Result before income tax and share of result of equity accounted
investees
15,131 -23,326 -8,195
Share of result of equity accounted investees (net of income tax) -1,499 23,268 21,769
Income tax expense -1,997 58 -1,939
Result for the period 11,635 0 11,635
5. Financial report 131
(In thousands of USD)
December 31, 2021
Proportionate
consolidation
Difference
Equity
consolidation
Vessels and barges 964,481 -316,045 648,436
Other property, plant and equipment 1,274 0 1,274
Loan receivables intra-segment 82 0 82
Right-of-use assets 21,356 -15,356 6,000
Investments in equity accounted investees 5,369 81,391 86,760
Borrowings to equity accounted investees 5 24,756 24,760
Derivative ﬁnancial asset 759 -759 0
Deferred tax assets 0 0 0
Non-current assets 993,326 -226,013 767,312
Derivative ﬁnancial asset 920 0 920
Other investments 1,849 0 1,849
Trade and other receivables 70,462 -15,308 55,154
Short term borrowings to equity accounted investees 7,887 7,520 15,407
Current tax assets 1,003 0 1,003
Restricted cash 77,882 -1,761 76,121
Cash and cash equivalents 107,074 -35,945 71,130
Assets held for sale 17,709 -5,209 12,500
Current assets 284,787 -50,703 234,083
Total assets 1,278,113 -276,716 1,001,395
Equity 536,502 1 536,503
Borrowings 531,502 -217,686 313,816
Employee beneﬁts 730 0 730
Non-current provisions 3,147 -2,347 800
Non-current liabilities 535,379 -220,032 315,347
Borrowings 145,445 -34,450 110,995
Trade and other payables 59,474 -22,233 37,241
Current tax liability 1,314 -5 1,309
Current derivative ﬁnancial instruments 0 0 0
Current liabilities 206,233 -56,687 149,546
Total equity and liabilities 1,278,113 -276,719 1,001,395
132 5. Financial report
NOTE 4 – DIVESTITURES
Sale of 100% shares in Export LNG Ltd, owner of the TANGO FLNG
Per June 30, 2022, the assets and liabilities of Export LNG Ltd, a 100% subsidiary, were presented as held for sale.
On August 5, 2022, EXMAR and Eni entered into a share purchase agreement to sell all the shares of Export LNG
Ltd, the owning company of the ﬂoating liquefaction unit TANGO FLNG. The balance sheet of Export LNG Ltd, at
June 30, 2022 can be detailed as follows:
(In thousands of USD) Balance as per 30 June 2022
Barge 256,180
Trade and other receivables 281
Restricted cash 76,182
Cash and cash equivalents 67
Total assets held for sale 332,710
Borrowings -121,640
Trade and other payables -3,943
Total liabilities held for sale -125,583
As of August 17, 2022, EXMAR repaid the outstanding borrowings towards Bank of China for the ﬁnancing of the
TANGO FLNG and the related restricted cash balance was released (see Notes 28 Borrowings and 25 Restricted
cash and cash and cash equivalents respectively).
On August 26, 2022, the share sale with Eni was closed for a cash consideration of USD 646.7 million, still subject
to a price adjustment between plus USD 44.0 million and minus USD 78.0 million, depending on the actual perfor-
mance of the TANGO FLNG during the ﬁrst six months on site. In this respect, EXMAR deferred revenue of USD 78.0
million and recorded this as a contingent consideration liability, which will be evaluated in 2024. EXMAR realized a
gain of USD 315.7 million on this transaction (see Note 7 Gain on disposals).
The sale of the shares of Export LNG triggered a repayment and termination of the USD 50.0 million Sequoia credit
-
facility, which was used in its entirety at the end of June 2022. Repayment occurred on August 29, 2022 (see also
Note 28 Borrowings).
5. Financial report 133
NOTE 5 - BUSINESS COMBINATIONS AND OTHER SHARE DEALS
Bexco NV – business combination
Bexco NV is a leading European manufacturer of precision-engineered synthetic mooring, towing and lifting ropes
for offshore, marine and industrial applications, based in Belgium. The Group owned 44.91% of the shares and up
till October 31, 2022 Bexco NV was included in the consolidated ﬁnancial statements as an equity accounted in-
vestee. On November 1, 2022, the Group acquired the remaining 55.09% shares of Bexco NV and since included
in full in the consolidated ﬁnancial statements.
In accordance with IFRS 3 Business combinations, Exmar Group remeasured its previously held 44.91% interest at
acquisition date fair value and a gain of USD 3.1 million was recognized in proﬁt and loss, net of a loss of USD 0.8
million from recycling the currency translation adjustment (see Note 7 Gain on disposal). The assets acquired and
liabilities assumed were recognized at 100% of their fair value and determined the badwill.
The fair value of the identiﬁable assets and liabilities of Bexco NV at acquisition date can be detailed as follows:
(In thousands of USD) Fair value on acquisition date
Assets
Property, plant & equipment 13,069
Intangible assets 155
Right-of-use assets 5,609
Inventories 11,389
Trade and other receivables 8,002
Cash and cash equivalents 532
38,756
Liabilities
Non-current borrowings 4,762
Deferred tax liability 2,869
Short-term borrowings 2,922
Trade and other payables 9,867
20,419
Total identiﬁable net assets at fair value 18,337
Fair value of previously held investment of 44.9% 8,245
Consideration transferred for the additional 55.09% interest acquired 9,701
Total consideration 17,945
Badwill arising on acquisition -392
The determination of the fair values of property, plant and equipment was based on external valuation reports.
Inventories were fair valued based on the expected sales price minus estimated selling costs. Trade and other
receivables were recorded at their nominal value as the full contractual amounts are expected to be collectible.
A minor badwill of USD 0.4 million arose in the acquisition of Bexco and has been recorded directly in proﬁt in the
caption “Gain on disposal” (see Note 7 Gain on disposal).
From acquisition date, Bexco NV has contributed USD 7.3 million in revenue. Had this business combination been
effected at January 1, 2022, the revenue of the Group would have been USD 21.3 million higher.
Solaia Shipping LLC
On August 30, 2022, EXMAR signed an agreement with SEAPEAK Maritime Holdco LLC, to increase its ownership
share in Solaia Shipping LLC (“Solaia”) from 50% to 100%. Solaia is the owner of the EXCALIBUR LNG carrier. On
September 20, 2022, the transaction was closed and after dry dock, the EXCALIBUR was converted into a FSU. As
from October 2022, the EXCALIBUR is employed under a 10-year charter agreement for the Eni project. We also
refer to Note 4 Divestitures for additional information on the transaction with Eni.
This transaction does not meet the deﬁnition of a “business” as speciﬁed under IFRS 3 and thus no acquisition
method of accounting can be applied. Instead, EXMAR acquired the underlying “asset” and consequently record-
ed the additional 50% stake in the EXCALIBUR at its agreed price of USD 8.8 million, net of debt. See also Note
14 Vessels and barges.
134 5. Financial report
NOTE 6 – REVENUE
(In thousands of USD) 2022 2021
Shipping segment 51,936 36,414
Infrastructure segment - ordinary revenue 78,152 32,710
Infrastructure segment - settlement fees 0 56,840
Supporting services segment - ordinary revenue 25,517 21,768
Supporting services segment - settlement fees 0 497
Revenue 155,604 148,229
The increase in total revenue at the Shipping segment is mainly a result of the new charter agreements for the two
new build VLGC’s, FLANDERS INNOVATION (since mid-August 2021) and FLANDERS PIONEER (since November
2021) included for a full year in 2022 and higher time-charter rates for the pressurized ﬂeet.
Ordinary revenue at the Infrastructure segment increased signiﬁcantly in 2022 as a result the employment of the
FRSU EEMSHAVEN LNG, previously named FSRU S188, (generating hire income as well as income from recharged
variation orders and the mobilisation fees since mid August 2022), higher license and engineering revenue from
different projects and the employment of the EXCALIBUR, now owned for 100%, as from the fourth quarter of 2022.
In 2021, Gunvor cancelled the charter agreement of the FSRU S188 and paid an early termination fee of USD 56.8
million.
The increase in revenue at the Supporting services is the combined effect of Bexco NV entering into the consol-
idation scope of the Group since November 2022 (contribution of USD 7.3 million), see Note 5 business combina-
tions, higher revenue at Travel Plus after the covid pandemic, offset by lower ship management revenue due to less
vessels under management.
Revenue which falls within the scope of IFRS 16 Leasing represented 43.0% (2021: 46.1%) 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 57.0% (2021: 53.9%) of total revenue and is mainly situated in the Infrastructure and
Supporting services segment. The percentages mentioned are calculated excluding settlement fees.
Major shipping clients Equinor (ex-Statoil) and Nippon Gas Line Co represented 53.6% (2021: 28.2%) and 21.2%
(2021: 29.0%) respectively of the revenue of the Shipping segment. Both clients contributed 17.9% (2021: 11.3%)
and 7.1% (2021: 11.6%) respectively to the EXMAR Group revenue in 2022. Gasunie and Hyundai Heavy Indus-
tries Korea represented 28.4% (2021: 0.0%) and 19.6% (2021: 6.1%) of the revenue of the Infrastructure segment.
Both clients represented 14.2% (2021: 0.0%) and 9.8% (2021: 2.2%) of the EXMAR Group revenue in 2022. In 2021,
Gunvor contributed 32.9% of the revenue of the Infrastructure segment and 11.8% of the EXMAR Group revenue,
compared to 0% in 2022. The percentages mentioned are also calculated excluding settlement fees. No other cus-
tomers represent more than 10.0% of the EXMAR Group revenue in 2022.
(In thousands of USD) 2022 2021
Trade receivables, included in trade and other receivables (current + non-current) 39,344 43,987
Contract assets, included in trade and other receivables 7,743 2,839
Contract liabilities, included in trade and other payables 11,056 6,479
Contract balances 58,143 53,305
The decrease in trade and other receivables in 2022 is primarily the result of the receipt of the remaining YPF settle-
ment fee (USD 24.4 million) in accordance with the agreed payment schedule, partially offset by Bexco NV entering
into the consolidation scope and receivables related to the new (2022) charter and/or service agreements related
to EEMSHAVEN LNG, TANGO FLNG and EXCALIBUR.
The contract assets mainly relate to the Group’s rights to consideration for work completed but not billed at the
reporting date. The contract assets are transferred to receivables when the rights become unconditional.
The contract liabilities primarily relate to invoices issued in respect of vessel income (prepaid hire) and advances
charged for planned services.
The increase in contract assets and contract liabilities mainly results from the services delivered/to be delivered to
the three assets mentioned above.
5. Financial report 135
NOTE 7 – GAIN ON DISPOSAL
At year-end 2022, Exmar realized a non-recurring gain on disposals of USD 319.6 million which can be detailed as
follows:
(In thousands of USD) 2022 2021
Gain on sale of shares of Export LNG 315,654 0
Gain on derecognition Bexco NV 3,474 0
Other 515 52
Gain on disposal 319,643 52
As a result of the sale of the 100% shares of Export LNG Ltd., the owning company of the TANGO FLNG, in August
2022, EXMAR realized a non-recurring gain of USD 315.7 million. We refer to Note 4 Divestitures for additional in-
formation.
On November 1, 2022, EXMAR acquired the remaining 55.09% shares of Bexco NV for a consideration of USD 9.7
million. Until that date, Bexco NV was accounted for as an equity accounted investee and the derecognition thereof
resulted in a net gain of USD 3.1 million, i.e. after recycling a USD 0.8 million currency translation loss. Since obtain-
ing control from November 2022 onwards, Bexco is included in full in the Group’s consolidated ﬁnancials and the
assets acquired and assumed liabilities were recorded at fair value, resulting in a badwill of USD 0.4 million. This
badwill was directly recorded in proﬁt and included within the caption Gain on disposal. See also Note 5 Business
combinations and other share deals.
NOTE 8 - VESSEL EXPENSES
(In thousands of USD) 2022 2021
Vessel expenses crew -28,287 -23,850
Vessel expenses maintenance -23,931 -14,136
Vessel expenses insurance -2,759 -2,693
Vessel expenses other -5,144 -4,389
Vessel expenses -60,121 -45,068
Vessel expenses are expenses made to operate a vessel and include primarily crew, maintenance, insurance and
other related expenses.
The signiﬁcant increase in the vessel expenses is mainly a result of the change from lay-up status to start-up and
commercial operations of the EEMSHAVEN LNG since the summer of 2022 and the full year employment in 2022
of the two new VLGC’s: FLANDERS INNOVATION and FLANDERS PIONEER.
NOTE 9 – PURCHASE OF GOODS
As from November 1, 2022, EXMAR reports purchases of goods which results from the business activities of Bexco
NV that became a subsidiary of the Group as from that date (see Note 5 Business combinations).
136 5. Financial report
NOTE 10 - GENERAL AND ADMINISTRATIVE EXPENSES
(In thousands of USD) 2022 2021
Administrative expenses -33,393 -22,637
Ofﬁce expenses -1,386 -2,438
Travel expenses -2,488 -2,085
IT & communication expenses -2,409 -2,073
Fees -15,739 -7,730
Other fees -10,579 -7,693
Insurance -793 -619
Freight charges -1,740 0
Non-income based taxes -2,844 -1,256
Other expenses -1,316 -643
General and administrative expenses -39,293 -24,536
During 2022, fees increased as a result of speciﬁc project work for Eni in relation to the operability of the TANGO
FLNG and higher engineering fees, primarily in connection with the Shenandoah project.
Other fees, mainly director and management consultancy services, increased in 2022 due to larger and supple-
mentary consultancy projects.
Freight charges are related to the Bexco activities since their inclusion in the consolidation scope (see Note 5 Busi-
ness combinations and other share deals).
In 2022, non-income based taxes include non-deductible withholding taxes of USD 1.2 million related to the Eni
project in Congo.
NOTE 11 - PERSONNEL EXPENSES
(In thousands of USD) 2022 2021
Salaries and wages -27,492 -22,568
Social security charges -4,263 -3,991
Employee beneﬁt, deﬁned beneﬁt and deﬁned contribution plan -577 -789
Personnel expenses -32,333 -27,349
At year-end 2022 2021
Seagoing 1,508 1,615
Staff 418 234
Number of personnel members 1,926 1,849
Salaries and wages increased primarily because of higher number of engineers and technical employees for amongst
others the Shenandoah project and the inclusion of Bexco since November 2022 in the consolidation scope (re-
spectively within the Infrastructure and Services segments).
The number of personnel members represents the effective number of personnel members in service per period
end (including the seagoing employees of our equity accounted investees).
A signiﬁcant part of EXMAR’s seagoing personnel is employed on the assets held or operated by EXMAR’s equity ac-
counted investees, the related expense is not included in the personnel expenses or crew expenses disclosed above.
5. Financial report 137
NOTE 12 - FINANCE INCOME / EXPENSES
(In thousands of USD) 2022 2021
Interest income on borrowings to equity accounted investees 1,929 1,508
Interest income on cash and cash equivalents 5,196 29
Interest income 7,125 1,537
Interest expenses on borrowings -21,954 -15,526
Interest expenses -21,954 -15,526
The interest income on borrowings to equity accounted investees relates to interests charged to the equity ac-
counted investees on the borrowings provided by EXMAR and increased as a result of higher average outstanding
balances. We refer in this respect also to Note 19 Borrowings to equity accounted investees.
Interest income on cash and cash equivalents increased signiﬁcantly thanks to the higher cash position of EXMAR
after the proceeds of the sale of the shares of Export LNG Ltd, owner of TANGO FLNG (see Note 4 Divestitures).
Interest expenses relate to EXMAR’s borrowings as disclosed in Note 28 Borrowings and the increase of USD 6.4
million is mainly the combined effect of (i) the ﬁnancing of the two new VLGC’s since mid 2021 (USD 5.3 million),
(ii) the effective interest correction on the pressurized ﬂeet following the exercise of the early buy-out option (USD
5.5 million, of which USD 3.3 million is an adjustment of the historic interest expense of prior ﬁnancial years
1
) (both
Shipping segment), offset by (iii) lower interests in the Infrastructure segment due to the repayment of the NOK
bond (USD 3.3 million) at maturity end May 2022 and lower margins and early repayment of the Bank Of China loan
facility in August 2022 upon the sale of the shares of Export LNG Ltd, owner of TANGO FLNG (USD 1.8 million).
(In thousands of USD) 2022 2021
Realised exchange gains 2,967 2,237
Unrealised exchange gains 2,418 6,270
Dividend income from non-consolidated companies 18 16
Equity securities measured at FVTPL 280 662
Fair value gain on ﬁnancial instruments 934 920
Premium refund 2,497 0
Other 410 92
Other ﬁnance income 9,525 10,198
Realised exchange losses -6,324 -928
Unrealised exchange losses -1,236 -1,933
Amortisation transaction costs -7,504 -2,674
Banking fees -2,280 -922
Other -711 -328
Other ﬁnance expenses -18,055 -6,785
The realized exchange gains, net of the settlement loss of related derivative assets, primarily relate to the NOK
bond repayment in May 2022.
The unrealized exchange gains decreased as 2021 included USD 2.4 million gains on the translation of the NOK
bond into USD.
As a result of the early repayment of the Bank of China loan, the Group obtained a refund of USD 2.5 million on
previously paid credit insurance premiums.
The realized exchange losses of 2022 include USD 5.6 million loss on the settlement of EUR-USD short-term swaps.
The amortisation of the transaction costs increased due to the accelerated recognition of the capitalized ﬁnancing
fees on the Bank of China loan and Sequoia credit facility upon the early termination of these loan agreements (see
also Note 28 Borrowings). Related to this, EXMAR paid a cancellation fee to Sequoia of USD 1.0 million, which pri-
marily explains the increase in “Banking fees”.
1 The USD 3.3 million interest expense adjustment relates to the correction of an error regarding the accounting for sale & lease back transactions dat-
ing back to 2019 for four pressurized vessels. These sale and lease back transactions were accounted for in accordance with IAS 17 whereas IFRS 16 became
applicable in 2019. The impact was considered as not material and therefore included as a current year adjustment.
138 5. Financial report
Finance income and expense directly recognized in equity
(In thousands of USD) 2022 2021
Equity accounted investees - share of other comprehensive income 1,944 618
Foreign currency translation differences 577 -1,521
Finance income/expense recognised directly in equity 2,521 -903
Recognised in:
Translation reserve 265 -1,942
Hedging reserve 2,249 1,059
Non-controlling interest 7 -20
2,521 -904
The movement of the translation reserve is mainly the consequence of the evolution of the USD/EUR exchange rate.
In certain of our equity accounted investees, interest rate swaps (IRS) contracts were signed to cover their exposure
on variable interest rates.
NOTE 13 - INCOME TAXES
(In thousands of USD) 2022 2021
Taxes current period -1,717 -1,945
Prior year adjustments -314 6
Income taxes -2,030 -1,939
Deferred income taxes 958 0
Income taxes -1,072 -1,939
RECONCILIATION
Result before income tax 321,420 13,574
Tax at domestic tax rate -25.00% -80,355 -25.00% -3,393
Tax impact on share of proﬁt of equity accounted
investees
8,001 5,442
Increase/decrease resulting from:
Effects of tax rates in foreign jurisdictions -3,807 -4,621
Non-deductible expenses -2,316 -244
Other taxes -79 -803
Current year tax losses/ credits for which no deferred tax
asset has been recognised
-112 -10,225
Use of tax credits, tax losses carried forward,... for which
no DTA was recognised before
389 15,706
Unused tax losses under the Belgian tonnage tax regime -1,472 -3,429
Tax exempt income 78,993 -149
Adjustments in respect of prior years -316 -223
Reconciliation of the effective tax rate -0.3% -1,072 -14.29% -1,939
The tax exempt income related primarily to the gain on disposal of 100% of the shares of Export LNG (see note 4
Divestitures).
5. Financial report 139
NOTE 14 - VESSELS AND BARGES
(In thousands of USD)
Cost
Shipping Infrastructure
Under
construction
- advance
payments
Total
Balance as per January 1, 2021 122,350 487,173 33,163 642,684
Changes during the ﬁnancial year
Acquisitions 4,188 1,516 128,878 134,582
Borrowing costs 0 0 720 720
Reclassiﬁcation 1,909 0 0 1,909
Transfers 162,761 0 -162,761 0
Balance as per December 31, 2021 291,208 488,688 0 779,896
Balance as per January 1, 2022 291,208 488,688 0 779,896
Changes during the ﬁnancial year
Acquisitions 5,656 14,212 0 19,867
Increase through share deal 0 39,860 0 39,860
Disposals 0 -300,053 0 -300,053
Reclassiﬁcation 34 -713 0 -679
Balance as per December 31, 2022 296,898 241,993 0 538,891
Depreciations and impairment losses
Balance as per January 1, 2021 29,723 51,539 0 81,261
Changes during the ﬁnancial year
Depreciations 13,691 15,600 0 29,291
Disposals 1,908 0 0 1,908
Balance as per December 31, 2021 45,322 86,139 0 131,461
Balance as per January 1, 2022 45,322 86,139 0 131,461
Changes during the ﬁnancial year
Depreciations 19,837 11,801 0 31,638
Impairments 0 -18,300 0 -18,300
Disposals 0 -43,874 0 -43,874
Balance as per December 31, 2022 65,159 35,766 0 100,925
Net book value
Net book value as per December 31, 2021 245,887 402,549 0 648,436
Net book value as per December 31, 2022 231,739 206,227 0 437,966
140 5. Financial report
In 2022, the acquistions relate to capitalized dry dock expenses for vessels in the Shipping and Infrastructure seg-
ments.
EXMAR, Infrastructure segment, acquired the EXCALIBUR vessel on September 20, 2022 following the acquisition
of the remaining 50% shares of Solaia Shipping LLC. and valued the vessel at USD 40.0 million. We refer to Note 5
Business combinations and other share deals.
On August 26, 2022 the ﬂoating liquefaction unit TANGO FLNG with a net book value of USD 256.2 million was
transferred to Eni following the closing of the share purchase agreement signed between the parties (see Note 4
Divestitures for a description of the transaction).
The acquisitions in 2021 mainly relate to the VLGC’s, FLANDERS INNOVATION and FLANDERS PIONEER for which
advances of USD 33.2 million were paid in previous years. These vessels were delivered end June 2021 and September
2021 respectively and at that moment transferred to the Shipping segment (total acquisition cost including first
outfitting costs and capitalized dry-dock expenses of USD 167.0 million).
The vessels are pledged as a security for the related underlying liabilities. We refer to Note 28 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.
The fair value less costs to sell is based upon the average fair market value as determined by two independent ship
brokers or recent market transactions of comparable assets. This market value is corrected with an average broker-
age commission to be paid when a vessel is sold. The value in use is based upon the estimated future cash ﬂows
discounted to their present value and reﬂecting current market assessments relating to freight rate estimates, em-
ployment and operating expenses. The value in use model also includes assumptions taken amongst others with
respect to future hire paid, contract duration and number of months’ interval between two contracts. The operat-
ing cash ﬂows are based on internal information and a sensitivity analysis is performed on each assumption. The
discounted cash ﬂow model used by management includes estimated cash ﬂows for the remaining lifetime of the
wholly-owned ﬂeet. Three-year cash ﬂow forecasts are estimated by management based upon the past experience
as well as current market expectations regarding volumes and freight rates going forward. Freight rates as well as
operating expenses subsequent to this three-year period are expected to change in line with estimated inﬂation
afterwards. The discount rate used is a weighted average cost of capital of 7.6% for the Shipping LPG segment
(2021: 5.5%), 9.5% for the Shipping LNG segment (2021: 6.0%) and 11.0% for the Infrastructure segment 9.2%).
In 2021, the early termination of the charter agreement of the FSRU S188 triggered an impairment charge of USD
19.0 million, which was based on the fair value less cost to sell at that time. Since March 2022, the Russia-Ukraine
conﬂict has resulted in signiﬁcantly higher energy prices and higher demand of LNG units. A ﬁve-year charter agree-
ment for the FSRU S188 (thereafter renamed to “EEMSHAVEN LNG”) was signed with GASUNIE LNG Holdings BV,
with hire income starting as from mid-August 2022. Consequently, and based on the fair value as determined by
two independent brokers of the EEMSHAVEN LNG, an impairment charge of USD 18.3 million was reversed as of
June 30, 2022.
For vessels under joint venture ownership, impairment triggers are evaluated in the same way as for the wholly-owned
ﬂeet. We refer to Note 17 Investments in equity accounted investees in this respect.
5. Financial report 141
NOTE 15 - OTHER PROPERTY, PLANT AND EQUIPMENT
(In thousands of USD)
Cost
Land and
buildings
Machinery and
equipment
Furniture and
movables
Total
Balance as per January 1, 2021 4,314 1,411 4,319 10,044
Changes during the ﬁnancial year
Acquisitions 0 43 207 250
Disposals 0 -509 -937 -1,446
Exchange differences -332 14 -125 -443
Balance as per December 31, 2021 3,981 959 3,464 8,404
Balance as per January 1, 2022 3,981 959 3,464 8,404
Changes during the ﬁnancial year
Acquisitions 49 184 321 554
Increase through business combinations 7,206 5,815 48 13,069
Disposals 0 12 -369 -357
Exchange differences -156 50 -98 -203
Balance as per December 31, 2022 11,081 7,020 3,366 21,467
Depreciations and impairment losses
Balance as per January 1, 2021 3,576 1,321 3,466 8,363
Changes during the ﬁnancial year
Depreciations 32 68 238 338
Disposals 0 -509 -687 -1,196
Exchange differences -277 12 -109 -375
Balance as per December 31, 2021 3,331 892 2,908 7,130
Balance as per January 1, 2022 3,331 892 2,908 7,130
Changes during the ﬁnancial year
Depreciations 64 170 214 448
Disposals 0 -14 -356 -370
Exchange differences -194 -20 -84 -298
Balance as per December 31, 2022 3,202 1,027 2,681 6,910
Net book value
Net book value as per December 31, 2021 651 67 556 1,274
Net book value as per December 31, 2022 7,879 5,993 684 14,557
The increase in net book value during 2022 of USD 13.3 million mainly relates to the acquisition of Bexco NV as a
100% subsidiary, i.e. USD 7.2 million land and buildings and USD 5.8 million manufacturing machinery and equip-
ment (see note 5 Business combinations and other share deals for the details of the transaction).
142 5. Financial report
NOTE 16 - RIGHT -OF- USE ASSETS
The Group has initially applied IFRS 16 from January 1, 2019. IFRS 16 introduced a single, on-balance sheet account-
ing model for lessees. As a result, the Group, as a lessee, has recognised right-of-use assets representing its rights
to use the underlying assets and lease liabilities representing its obligation to make lease payments (we refer to
Note 28 Borrowings in respect of right-of-use lease liabilities).
(In thousands of USD)
COST
Property IT equipment Total
Balance as per January 1, 2021 6,586 625 7,211
Changes during the ﬁnancial year
Additions 2,897 92 2,990
Terminations -2,085 -267 -2,352
Exchange differences -64 -3 -67
Contract re-measurement/contract modiﬁcation 1,340 0 1,340
Balance as per December 31, 2021 8,675 446 9,121
Balance as per January 1, 2022 8,675 446 9,121
Changes during the ﬁnancial year
Additions -25 791 766
Increase through business combinations 5,609 0 5,609
Terminations -241 -71 -312
Exchange differences -178 -15 -194
Contract re-measurement/contract modiﬁcation 162 -1 161
Balance as per December 31, 2022 14,002 1,151 15,153
DEPRECIATIONS AND IMPAIRMENT LOSSES
Balance as per January 1, 2021 3,386 364 3,750
Changes during the ﬁnancial year
Depreciations 1,487 181 1,668
Terminations -2,083 -267 -2,351
Exchange differences 59 -5 54
Balance as per December 31, 2021 2,848 273 3,121
Balance as per January 1, 2022 2,848 273 3,121
Changes during the ﬁnancial year
Depreciations 1,294 194 1,488
Terminations -241 -71 -312
Exchange differences -42 -13 -55
Balance as per December 31, 2022 3,859 384 4,242
NET BOOK VALUE
Net book value as per December 31, 2021 5,827 173 6,000
Net book value as per December 31, 2022 10,143 767 10,910
The increase in the net book value of the right-of-use assets by USD 4.9 million in 2022 is primarily a result of the
Bexco business combination (see also note 5).
153 5. Financial report
NOTE 17 – INVESTMENTS IN EQUITY ACCOUNTED INVESTEES
The change in investments in equity accounted investees can be detailed as follows:
(In thousands of USD) 2022 2021
Balance as per January 1 86,760 64,324
Changes during the period:
Share in profit/(loss) 32,007 21,769
Decrease through business combinations and other share deals -11,552 0
Dividends -2,079 -379
Change in allocated negative net assets (1) 0 335
Exchange differences -305 -441
Changes in other comprehensive income equity accounted investees 2,249 1,059
Other 2 93
Balance as per December 31 107,082 86,760
(1) The equity accounted investees for whom the share in the net assets is negative, are allocated to other components of the investor’s interest in the equity
accounted investee (i.e. primarily deducted from receivables) if such components exists. In case the negative net asset exceeds the investor’s interest, a
corresponding liability is recognized only to the extent that the Group has a legal or constructive obligation. In total, an amount of USD 2.0 million was netted
in respect of negative net assets at year-end 2021.
The share in the profit of equity accounted investees increased from USD 21.8 million to USD 32.0 million primarily
due to the contribution of the SEAPEAK LPG joint ventures, that benefited from higher time charter rates, lower
operating expenses and higher other finance income.
During 2022, EXMAR acquired the remaining shares of Bexco NV and Solaia Shipping LLC of respectively 55.1% and
50.0% (see Note 5 Business combinations and other share deals for additional information). Consequently, these
entities are no longer equity accounted investees and are fully consolidated since the date of obtaining control.
The part of EXMAR in the results of 2022 until the date of control is still included in the profit and loss statement
“Share of result in equity accounted investees (net of income tax)”.
EXMAR has provided guarantees to financial institutions that granted credit facilities to her equity accounted inves-
tees. As of December 31, 2022 an amount of USD 541.6 million (2021: USD 473.8 million) was outstanding under
such loan agreements, of which EXMAR has guaranteed USD 270.8 million (2021: USD 236.9 million). We refer in this
respect also to Note 32 Financial risks and financial instruments. EXMAR did not incur material contingent liabilities
versus its equity accounted investees. No other commitments than the earlier mentioned guarantees are provided
by EXMAR to its equity accounted investees.
Following regulatory requirements or borrowing arrangements, our joint ventures or associates may be restricted
to make cash distributions such as dividend payments or repayments of shareholder loans. Under the borrowing
arrangements our joint ventures or associates may only make a distribution if no event of default or no breach of
any covenant would result from such distribution. Under corporate law, dividend distributions are restricted if the
net assets would be less than the amount of paid up capital plus any reserves that cannot be distributed.
For the fleet under joint-venture ownership, impairment triggers are evaluated in the same way as for the wholly-owned
fleet. We refer to Note 14 Vessels and barges for more information in this respect. In 2022, EXMAR accounted for a
share in the profit of the equity accounted investees (USD 32.0 million), which is positively impacted by the reversal
of impairment charges on 3 vessels (representing USD 9.0 million for EXMAR’s share in profit). During 2021, impair-
ment charges were reversed for three vessels sold and one vessel classified as held for sale at year-end (positive
impact of USD 3.2 million on EXMAR’s share in profit).
144 5. Financial report
NOTE 18 - FINANCIAL INFORMATION EQUITY ACCOUNTED
INVESTEES
EXMAR has no liabilities towards its equity accounted investees and has the following assets:
(In thousands of USD) 2022 2021
Investments in equity accounted investees:
Joint ventures 106,625 81,390
Associates 457 5,370
Borrowings to equity accounted investees:
Long-term 0 24,760
Short-term (or current portion of long-term) 7,000 15,407
Trade and other receivables (see also Note 36 Related parties)
Gross balance 10,977 6,373
Impairment -6,903 0
Total 118,157 133,300
Its investments at year-end 2022 can be detailed as follows:
Joint ventures Segment JV partner Description activities
Estrela Ltd Infrastructure ASS Owner of the accommodation barge NUNCE
EXMAR Gas Shipping Ltd Shipping SEAPEAK Previously owner of the midsize vessel TOURAINE
EXMAR LPG BV Shipping SEAPEAK Holding company for EXMAR-Seapeak  activities
EXMAR Shipping BV Shipping SEAPEAK
Owner of 18 midsize carriers, of which two carriers
under ﬁnance lease and one held for sale
Good Investment Ltd Shipping SEAPEAK Time-charter agreement of the VLGC BW TOKYO
Monteriggioni Inc Shipping MOL
Owner of the LNG carrier EXCEL which was sold
during 2017 - dormant since
Associates Segment Ownership% Description activities
Marpos NV
Supporting
services
45.00% Provides waste solutions for maritime industry
Electra Offshore Ltd Infrastructure 40.00% Owner of the accommodation barge WARIBOKO
Exview Hong Kong Ltd Infrastructure 40.00%
Bareboat owner of the accommodation barge
WARIBOKO
Springmarine Nigeria Ltd Infrastructure 40.00%
Time-charter agreement for the accommodation
barge WARIBOKO
155 5. Financial report
(In thousands of USD) Joint ventures Associates
JV partner
Seapeak MOL Seapeak ASS
Anglo-
Eastern
Ownership percentage 50% 50% 50% 50% 50% 45% 45% 40%
Entity
Total
Seapeak
Monte-
riggioni
Solaia
Shipping
Estrela Ltd AEX BEXCO Marpos
Total
Wariboko
companies
TOTAL
Non current assets 613,933 0 0 11,410 0 0 404 2,675 628,422
Current assets 48,672 4,725 0 4,962 0 0 1,207 14,852 74,418
of which cash and cash
equivalents
37,665 4,725 0 4,932 0 0 657 57 48,036
Non current liabilities 355,773 4,693 0 0 0 0 0 8,445 368,911
of which bank borrowings 340,515 0 0 0 0 0 0 0 340,515
of which finance leases 2,958 0 0 0 0 0 0 0 2,958
of which other borrowings 0 0 0 0 0 0 0 2,225 2,225
Current liabilities 161,607 56 0 609 0 0 595 28,794 191,661
of which bank borrowings 4,033 0 0 0 0 0 0 0 4,033
of which finance leases 103,249 0 0 0 0 0 0 0 103,249
of which other borrowings 0 0 0 0 0 0 0 14,190 14,190
0 0
Revenue 172,129 0 0 10,220 0 17,471 2,254 0 202,074
Depreciation and amortization 52,754 0 2,941 1,751 0 661 71 1,933 60,111
Impairment (reversal) -7,950 0 -10,000 0 0 17 0 482 -17,451
Interest income 1,034 34 19 0 0 0 0 0 1,087
Interest expense 22,515 0 581 0 0 100 7 1,198 24,401
Income tax expense 12 0 0 0 0 2 145 0 159
Profit or (loss) from
continuing operations
62,978 -4 -1,126 1,626 0 187 413 -9,853 54,221
Other comprehensive income 4,498 0 0 0 0 0 0 4,498
Total comprehensive income 67,476 -4 -1,126 1,626 0 187 413 -9,853 58,719
0
Net assets (100%) 197,525 -24 0 15,763 0 0 1,016 -13,492 200,788
EXMAR share in net assets 98,763 -12 0 7,882 0 0 457 -5,397 101,692
Share in net assets of equity
accounted investees on
January 1, 2022
65,025 -10 7,736 8,650 0 4,930 439 -1,961 84,809
Share in total comprehensive
income
33,738 -2 -563 813 0 84 186 0 34,256
Decrease through business
combinations
0 0 -7,173 0 0 -4,379 0 0 -11,552
Dividends 0 0 0 -1,581 0 -337 -161 0 -2,079
Foreign currency translation
differences
0 0 0 0 0 -298 -7 0 -305
Other 0 4 0 0 0 0 0 4
Share in net assets of equity
accounted investees on
December 31, 2022
98,763 -8 0 7,882 0 0 457 -1,961 105,133
Netting negative equity
and impairment
0 0 0 0 0 0- 0 1,961 1,961
Share in net assets of equity
accounted investees on
December 31, 2022, after
netting negative equity
98,751 -8 0 7,882 0 0 457 0 107,082
146 5. Financial report
Joint ventures Associates
(In thousands of USD)
JV partner
Seapeak MOL Seapeak ASS
Anglo-
Eastern
Ownership percentage 50% 50% 50% 50% 50% 45% 45% 40%
Entity
Total
Seapeak
Monte-
riggioni
Solaia
Shipping
Estrela Ltd AEX BEXCO Marpos
Total
Wariboko
companies
TOTAL
Non current assets 621,033 0 30,127 13,161 0 6,664 355 7,630 678,970
Current assets 86,195 4,693 4,475 5,659 0 18,958 1,297 7,507 128,784
of which cash and cash
equivalents
54,474 4,693 4,263 5,626 0 228 942 218 70,444
Non current liabilities 507,258 4,693 7,500 0 0 3,478 0 1,015 523,944
of which bank borrowings 253,137 0 7,500 0 0 3,063 0 0 263,700
of which ﬁnance leases 174,734 0 0 0 0 0 0 0 174,734
of which other borrowings 49,531 0 0 0 0 0 0 0 49,531
Current liabilities 99,777 20 11,630 1,520 0 11,167 676 21,057 145,847
of which bank borrowings 26,233 0 10,000 0 0 894 0 0 37,127
of which ﬁnance leases 32,071 0 0 0 0 0 0 0 32,071
of which other borrowings 15,000 0 0 0 0 0 0 9,848 24,848
0 0
Revenue 173,777 0 21,687 10,401 0 48,424 2,128 5,075 261,492
Depreciation and amortization 56,144 0 3,705 1,750 0 889 72 2,293 64,853
Impairment (reversal) -6,400 0 0 0 0 -72 0 1,925 -4,547
Interest income 439 0 -7 0 0 0 0 0 432
Interest expense 21,263 0 1,204 0 0 155 10 1,177 23,809
Income tax expense 115 0 0 0 0 547 112 0 774
Proﬁt or (loss) from
continuing operations
34,434 -1,247 11,460 1,708 182 2,233 307 -6,603 42,474
Other comprehensive income 1,521 0 596 0 0 0 0 0 2,117
Total comprehensive income 35,955 -1,247 12,056 1,708 182 2,233 307 -6,603 44,591
0
Net assets (100%) 130,049 -20 15,472 17,300 0 10,977 976 -5,920 168,834
EXMAR share in net assets 65,025 -10 7,736 8,650 0 4,930 439 -2,368 84,401
Share in net assets of equity
accounted investees on
January 1, 2021
47,086 614 1,708 7,796 -224 4,605 444 680 62,709
Share in total comprehensive
income
17,978 -624 6,028 854 91 1,003 138 -2,641 22,827
Dividends 0 0 0 0 0 -277 -103 0 -379
Foreign currency translation
differences
0 0 0 0 0 -401 -40 0 -441
Other -39 0 0 0 133 0 0 0 94
Share in net assets of equity
accounted investees on
December 31, 2021
65,024 -10 7,736 8,650 0 4,930 439 -1,961 84,809
Netting negative equity 0 0 0 0 0 0 0 1,961 1,961
Share in net assets of equity
accounted investees on
December 31, 2021, after
netting negative equity
65,014 -10 7,736 8,650 0 4,930 439 0 86,760
5. Financial report 147
NOTE 19 - BORROWINGS TO EQUITY ACCOUNTED INVESTEES
(In thousands of USD) Shipping Infrastructure
Supporting
services
Total
As per January 1, 2021 42,259 7,876 152 50,287
New loans and borrowings 0 590 0 590
Repayments -10,000 0 0 -10,000
Write-off 0 0 -376 -376
Change in allocated negative net
assets (1)
0 -559 224 -335
As per December 31, 2021 32,260 7,907 0 40,167
More than 1 year 24,760 0 0 24,760
Less than 1 year 7,500 7,907 0 15,407
As per January 1, 2022 32,260 7,907 0 40,167
New loans and borrowings 20,000 21,085 0 41,085
Elimination after share deal (2) 0 -20,195 0 -20,195
Accrued interest 0 2,491 0 2,491
Repayments -52,260 0 0 -52,260
Impairment 0 -4,288 0 -4,288
Change in allocated negative net
assets (1)
0 0 0 0
As per December 31, 2022 0 7,000 0 7,000
More than 1 year 0 0 0 0
Less than 1 year 0 7,000 0 7,000
(1) The equity accounted investees for whom the share in the net assets is negative, are allocated to other components of the investor’s interest in the equity
accounted investee (i.e. primarily deducted from receivables) if such components exists. In case the negative net asset exceeds the investor’s interest, a
corresponding liability is recognized only to the extent that the Group has a legal or constructive obligation. In total, an amount of USD 2.0 million was netted
in respect of negative net assets at year-end 2021.
(2) During 2022, EXMAR granted a new loan to Solaia Shipping LLC, which at that time was still an equity accounted investee. Upon obtaining 100% of the shares
and control of this entity (see Note 5 Other share deals), this intra group loan is eliminated.
The activities and assets of certain of our equity accounted investees are ﬁnanced through shareholder borrowings
made by the Company to the respective equity accounted investees. Such long term 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 2022, EXMAR recorded an impairment charge of USD 4.3 million
(2021: none) and did not allocate any negative net assets, while in 2021 USD 0.6 million was deducted from the bor-
rowings given to equity accounted investees. The balances mentioned below represent the outstanding balances
including netting of negative net assets.
EXMAR LPG (Shipping segment) USD 0 million (2021: USD 32.3 million)
Both shareholders have granted shareholder loans to EXMAR LPG in 2013. Full repayment occurred in 2022. The
applicable interest rate on these loans amounted to three-month LIBOR plus 0.5%.
Electra Offshore Ltd (Infrastructure segment) USD 7.0 million (2021: USD 7.9 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
2022, 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 under-
lying asset. We also refer to Note 32 Financial risks and ﬁnancial instruments.
148 5. Financial report
NOTE 20 - TAX ASSETS AND LIABILITIES
Current tax assets and liabilities
(In thousands of USD)
December 31
2022 2021
Current tax assets 1,185 1,003
Current tax liabilities 2,873 1,309
Deferred tax assets and liabilities
December 31, 2022 December 31, 2021
(In thousands of USD) Assets Liabilities Assets Liabilities
Other tangible assets 0 2,618 0 0
Provisions 0 0 0 84
Employee beneﬁts 566 0 704 0
Financial instruments 0 143 0 230
Tax losses 1,071 0 0 0
Other 0 221 0 65
Deferred tax assets / liabilities 1,637 2,982 704 379
Set off of tax assets/ liabilities 0 0 -379 0
Tax assets not recognised -566 0 -325 0
Deferred tax assets and liabilities
recognized
1,071 2,982 0 0
Deductible temporary differences 566 325
Unused tax losses and investment tax
credits
62,596 65,069
Deferred tax assets/ liabilities not
recognised
63,162 0 65,394 0
The recognition of deferred taxed increased in 2022 as a result of the fair value adjustments recorded in relation to
the 100% acquisition of Bexco NV (see Note 5 Business combinations).
Our equity accounted investees have limited temporary differences. Deferred tax assets on tax losses at our joint
ventures and equity accounted investees amounted to USD 0.9 million end 2022 (2021: USD 0.7 million) for their
share, but have not been recognized. Amounts have not been included in the above overview.
Tax assets are not recognised if it is not probable that future taxable proﬁts will be available against which the
group can use the beneﬁts therefrom or because the future taxable proﬁts cannot be measured on a reliable basis.
The majority of the tax losses and investment tax credits do not expire in time.
NOTE 21 - ASSETS HELD FOR SALE
(In thousands of USD)
Assets held
for sale
Balance as per January 1, 2021 10,000
Changes during the ﬁnancial year
Impairment reversal 2,500
Balance as per December 31, 2021 12,500
Balance as per January 1, 2022 12,500
Changes during the ﬁnancial year
Disposals -12,500
Balance as per December 31, 2022 0
End March 2022, EXMAR sold its aircraft, which was classiﬁed as held for sale.
5. Financial report 149
NOTE 22 - OTHER INVESTMENTS
(In thousands of USD) 2022 2021
Unquoted shares 795 911
Quoted shares 1,054 938
Equity securities - FVTPL 1,849 1,849
The unquoted shares include 149 shares of Sibelco, acquired during 2014.
The quoted shares include 116,338 shares of Frontera Energy Corporation quoted at CAD 12.27 on December 31,
2022 (December 31, 2021: CAD 10.24).
NOTE 23 - INVENTORIES
As a result of the acquisition of Bexco NV, a manufacturer of precision-engineered synthetic mooring, towing and
lifting ropes for offshore, marine and industrial applications in 2022 (see Note 5 Business combinations and other
share deals), the Group holds inventories, which can be detailed as follows:
(In thousands of USD) 2022 2021
Raw materials and supplies 3,346 0
Work in progress 3,699 0
Goods purchased for resale 139 0
Advance payments 561 0
Finished goods 1,472 0
Inventories 9,217 0
NOTE 24 - TRADE AND OTHER RECEIVABLES
(In thousands of USD) 2022 2021
Trade receivables (including contract assets) 47,087 46,826
Cash guarantees 175 199
Other receivables 14,539 3,047
Deferred charges and accrued income 5,289 5,081
Trade and other receivables 67,089 55,154
Of which ﬁnancial assets (Note 32) 59,778 48,534
Although EXMAR received the ﬁnal YPF settlement fees of USD 24.4 million (out of a total of USD 149.1 million) in
accordance with the agreed payment schedules in 2022, trade receivables remained comparable to 2021 due to
Bexco entering into scope (impact of USD 7.8 million, see also Note 5 Business combinations and other share deals)
and new receivables resulting from the charter and/or service agreements with Gasunie (EEMSHAVEN LNG) and
Eni (TANGO FLNG and EXCALIBUR).
The increase in other receivables during 2022 can be explained by a USD 2.5 million premium refund related to the
repayment of the Bank of China loan (see Note 12 Finance income/expenses) and higher advances paid to suppliers
(mainly at the Infrastructure segment and related to the Eni project).
The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables
is disclosed in Note 32 Financial risks and ﬁnancial instruments. In addition to the impairment losses recorded on
related parties (see Note 18), an impairment loss of USD 2.3 million was recorded, versus USD 1.1 million in 2021.
Deferred charges comprise expenses already invoiced relating to the next accounting year, e.g. hire, insurances,
commissions, bunkers, prepaid credit facility costs. Accrued income comprises un-invoiced revenue related to the
current accounting period such as interests.
150 5. Financial report
NOTE 25 - RESTRICTED CASH AND CASH AND CASH EQUIVALENTS
(In thousands of USD) 2022 2021
Restricted cash 0 76,121
Bank 51,320 70,834
Cash in hand 17 73
Short-term deposits 468,216 222
Net cash and cash equivalents 519,553 71,130
In 2021, the restricted cash relates to the credit facility with the Bank of China for the TANGO FLNG that was re-
leased in 2022 upon the early repayment of the loan (see Note 4 Divestitures).
In the third quarter of 2022, the cash position increased signiﬁcantly due to the receipt of USD 646.7 million proceeds
of the sale of Export LNG Ltd. to Eni (see also Note 4 Divestitures). After payment of the intermediary dividend (Note
26 Share capital and reserves), the acquisition of the shares of Bexco NV and Solaia Shipping LLC (Note 5 Business
combinations and other share deals), EXMAR has placed USD 468.2 million on short-term deposit accounts. We
refer to the consolidated statement of cash ﬂows for a detailed analysis of the cash movements.
NOTE 26 - SHARE CAPITAL AND RESERVES
Share capital and share premium
Number of ordinary shares 2022 2021
Issued shares as per January 1 59,500,000 59,500,000
Issued shares as per December 31 - paid in full 59,500,000 59,500,000
The issued shares have no nominal value. The holders of ordinary shares are entitled to dividends and are entitled
to one vote per share during the General Meeting of Shareholders of the Company.
As authorized by the Extraordinary General Meeting held on September 11, 2020, the Board of Directors of EXMAR
may, for a period of ﬁve years expiring in September 2025, within certain legal limits and conditions, increase the
capital of EXMAR NV by a maximum amount of USD 12.0 million.
Dividends
With respect to ﬁnancial year 2022, the Board of Directors proposes a gross dividend of EUR 1.00 per share to be
paid to owners of ordinary shares. This dividend is subject to approval by the General Meeting of Shareholders of
May 16, 2023 and has therefore not been included as a liability in EXMAR’s consolidated ﬁnancial statements pre
-
pared under IFRS. The ﬁnancial year 2022 dividend, based on the number of shares issued, is EUR 59.5 million or a
total gross dividend of USD 63.5 million.
On November 2, 2022 a Special General Meeting of Shareholders approved a gross intermediary dividend of EUR
0.95 per share or a total gross dividend of EUR 56.5 million or USD 56.0 million.
On May 2022, the General Meeting of Shareholders approved a gross dividend of EUR 0.08 per share or a total
gross dividend of EUR 4.8 million or USD 5.2 million.
In May 2021, the General Meeting of Shareholders approved a gross dividend of EUR 0.15 per share or a total gross
dividend of EUR 17.9 million or USD 21.9 million.
Treasury shares
The reserve for treasury shares comprises the cost of the Company’s shares held by the Group.
2022 2021
Number of treasury shares held as of December 31 2,273,263 2,273,263
Book value of treasury shares held (in thousands USD) 44,349 44,349
Average cost price per share (in EUR) - historical value 14.1507 14.1507
5. Financial report 151
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the ﬁnancial state-
ments of Group’s subsidiaries which have a functional currency different than the USD reporting currency and the
direct recognition of the translation of the net intra group investment in a foreign operation (expressed in Argentin-
ian peso) which is going forward recorded in Other comprehensive income. The balance in the translation reserve
is mainly impacted by the appreciation or depreciation of the EUR to the USD.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash ﬂow
hedging instruments related to the hedged transactions that have not yet occurred.
In certain of our equity accounted investees, interest rate swaps (IRS) contracts have been closed to cover their
exposure on variable interest rates.
NOTE 27 - EARNINGS PER SHARE
2022 2021
Result for the period, attributable to owners of the Company (in USD) 320,317,483 11,599,651
Issued ordinary shares as per December 31 59,500,000 59,500,000
Effect of treasury shares -2,273,263 -2,273,263
Weighted average number of ordinary shares as per December 31 57,226,737 57,226,737
Basic earnings per share in USD 5.60 0.20
2022 2021
Result for the period, attributable to owners of the Company (in USD) 320,317,483 11,599,651
Weighted average number of ordinary shares as per December 31 57,226,737 57,226,737
Dilution effect of share based compensation 0 0
Weighted average number of ordinary shares including options 57,226,737 57,226,737
Diluted earnings per share in USD 5.60 0.20
As option plans 9 and 10 are anti-dilutive as per December 31, 2022 and 2021 they are not included in the calcu
-
lation of the diluted earnings per share.
152 5. Financial report
NOTE 28 – BORROWINGS
(In thousands of USD) Bank loans Other loans
Lease
liabilities
ROU assets
Total
As of 1 January 2021 214,304 123,642 3,673 341,619
New loans and borrowings 144,000 0 2,990 146,990
Repayments -39,616 -22,916 -1,554 -64,086
Loan forgiveness 0 -29 0 -29
Amortized transaction costs 1,981 693 0 2,674
Exchange differences -114 -2,352 -344 -2,810
Accrued interest payable -831 -55 0 -886
Contract re-measurement/ contract modiﬁcation (1) 0 0 1,340 1,340
As of 31 December 2021 319,724 98,983 6,105 424,812
More than 1 year 281,413 27,659 4,745 313,816
Less than 1 year 38,311 71,324 1,360 110,995
As of 31 December 2021 319,724 98,983 6,105 424,812
Shipping segment 190,456 26,467 769 217,691
Infrastructure segment 129,265 72,517 3,013 204,795
Supporting services segment 3 0 2,323 2,326
As of 31 December 2021 319,724 98,983 6,105 424,812
As of 1 January 2022 319,724 98,983 6,105 424,812
New loans 0 50,014 766 50,780
Increase through business combinations 15,319 0 4,864 20,184
Repayments -163,700 -116,119 -1,476 -281,294
Transfers 7,551 -8,710 0 -1,160
Loan forgiveness 0 -1,193 0 -1,193
Amortized transaction costs 5,877 1,627 0 7,504
Exchange differences 8 -4,791 -157 -4,940
Accrued interest payable -1,387 -619 0 -2,006
Contract re-measurement/ contract modiﬁcation (1) 5,498 0 162 5,660
As of 31 December 2022 188,891 19,192 10,264 218,347
More than 1 year 139,522 19,177 8,849 167,548
Less than 1 year 49,369 16 1,415 50,800
As of 31 December 2022 188,891 19,192 10,264 218,347
Shipping segment 178,090 19,178 664 197,932
Infrastructure segment 10,005 0 2,486 12,491
Supporting services segment 796 15 7,114 7,925
As of 31 December 2022 188,891 19,192 10,264 218,347
(1) During 2022, the bank loans increased by USD 5.5 million, representing the effective interest rate correction on the pressurized ﬂeet following the exercise of
the early buy-out-option (see also Note 12 Finance income/expense).
5. Financial report 153
Bank loans
The bank loans mainly relate to:
FLANDERS INNOVATION & FLANDERS PIONEER – USD 135.5 million (2021: 140.9 million)
In 2021, the Group obtained USD 144.0 million ﬁnancing for the two new VLGC’s: FLANDERS INNOVATION starting
in June 2021 (USD 72.0 million) and FLANDERS PIONEER starting in September 2021 (also USD 72.0 million) and
maturing in ﬁfteen years. The weighted average interest rate implicit in these loans amounts to 5.62%. EXMAR NV
has guaranteed the underlying obligations.
LPG pressurized facilities - USD 42.6 million (2021: USD 43.9 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 was presented in “Other Loans” (see below).
End 2022, Exmar has exercised the early buy-out option of 3 vessels, with payment planned in 2023 and conse-
quently management has (i) updated the effective interest calculation (impact of USD 5.5 million), (ii) transferred
the related outstanding equity part of these vessels to “bank loans” (USD 7.6 million) and presented the expected
payable amount as short-term (USD 25.9 million).
All obligations of the borrower are guaranteed by EXMAR NV (“guarantor”).
TANGO FLNG facility - USD 0 million (2021: USD 129.3 million)
End of June 2017, Export LNG Limited (a 100% subsidiary of EXMAR NV) signed a ﬁnancing agreement of USD
200.0 million with the Bank of China (BoC), Deutsche Bank and Sinosure for the ﬁnancing of the TANGO FLNG. The
agreement with BoC provided a repayment period of twelve years and the loan had an interest at a rate of six-month
LIBOR plus 3.0% (until end June 2021) and 2.2% as from July 2021 and was guaranteed by EXMAR NV (“guarantor”).
On August 5, 2022 EXMAR entered into a share purchase agreement to sell the shares of Export LNG Ltd, to Eni
free of debt. As of August 17, 2022, the Group repaid the borrowing towards BoC and the restricted cash balance
was released (see Note 25) and on August 26, 2022 the transaction was closed.
Aircraft held for sale - USD 0 million (2021: USD 5.6 million)
Following the sale of the aircraft in March 2022 (see also Note 14 Assets and liabilities held for sale), the related
loan was repaid.
Additional loans acquired through business combinations – USD 10.8 million
As a consequence of the acquisition of the 50% share of Solaia Shipping LLC from the joint venture partner SEA-
PEAK (see Note 5 Business combinations and other share deals) in September 2022, EXMAR has acquired a USD
12.5 million loan. The amended syndicated bank loan dates from December 2021 and bears an interest of LIBOR
plus a margin of 2.5% and is repayable in quarterly installments by end 2023. In the fourth quarter of 2022, Solaia
repaid USD 2.5 million.
On November 1,2022 EXMAR obtained full control over Bexco NV (see also Note 5 Business combinations and
other share deals) and acquired loans of EUR 2.7 million or USD 2.8 million, of which EUR 1.9 million short term
straight loans. End 2022, the company repaid USD 2.0 million and has an outstanding balance of USD 0.8 million.
Other loans
NOK 650.0 million bond - USD 0 million (2021: USD 71.3 million)
In the ﬁrst quarter of 2022, EXMAR repurchased a nominal amount of NOK 113.0 million or USD 12.7 million of the
senior unsecured bond issued by EXMAR Netherlands BV and repaid the remaining balance of NOK 513.0 million
(or USD 53.4 million) upon maturity end May 2022. The bonds had a coupon of three-month NIBOR plus 8.75%.
The NOK/USD exposure was covered by forward contracts: NOK 240 million forwards were purchased in 2021 and
an additional amount of NOK 285.4 million (also covering interest repayment) was contracted early 2022 for a total
value of USD 57.4 million.
End 2021, this resulted in a fair value gain of USD 0.9 million, however in 2022 a loss of USD 2.6 million was realized
on the settlement of these forwards, but was offset by the realized foreign currency gain upon repayment of the
bond (see also Note 12 Finance income/expenses and Note 32 Financial risks and ﬁnancial instruments).
Sequoia facility agreement – USD 0 million (2021: USD 0 million)
On November 11, 2021, EXMAR signed a three-year facility agreement of up to USD 50.0 million with Sequoia Eco-
nomic Infrastructure Income Fund (SEQI) with an applicable interest rate of LIBOR plus a margin between 7.0% and
8.75%, depending on net leverage. The facility was not used in 2021, but was drawn upon in May 2022 to repay the
NOK 650 million bond (see above). The sale of 100% of the shares of Export LNG, owning company of TANGO FLNG
(see also above); triggered a repayment and termination of this credit facility, which occurred on August 29, 2022.
164 5. Financial report
Pressurized fleet - USD 19.2 million (2021: USD 26.5 million)
The other loans comprise the outstanding equity part of the JOLCO (Japanese Operating Lease with Call Option)
financing. As mentioned above, EXMAR has exercised the early buy-out option for three vessels and transferred
the related debt portion (USD 7.6 million) to short-term bank loans. At year-end 2022, the outstanding balance
amounts to USD 19.2 million.
Management assumes to exercise the purchase options of the seven other 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 2021 and 2022.
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 of December
31, 2022, EXMAR Shipping BV had drawn USD 280.0 million of the revolving credit facility and USD 70.0 million of
the term loan. We also refer to Note 39 Subsequent events.
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. In addition, dividend restrictions are included as a special
covenant in the terms of the bond. EXMAR shall not declare or make any dividend payment or distribution, whether
in cash or in kind, that in aggregate exceed 50% of the consolidated net profit after tax (proportionate consolidation)
based on the audited consolidated financial statements for the previous financial year. EXMAR has pledged financial
assets as collateral for liabilities.
Covenants
Different debt covenants exist that require compliance with certain financial ratio’s. These ratios are calculated semi-
annually based on EXMAR’s consolidated figures in which equity accounted investees are not accounted for under
IFRS 11 but still on a proportionate basis (similar to accounting policies used for segment reporting purposes). We
refer to the table below for an overview of the applicable covenants.
APPLICABLE COVENANTS
Ratio
Pressurized
facility
Credit
facilities (1)
Other (2)
Actual
December 31,
2022 (3)
Actual
December 31,
2021 (3)
Minimum Book equity
≥ USD 300
million
≥ USD 300
million
≥ $300m + 50%
of net positive
income
USD 796.4
million
USD 536.5
million
Minimum free cash
≥ USD 25
million
≥ USD 20
million
≥ USD 40
million
USD 547.4
million
USD 107.1
million
Equity ratio (Equity/Total assets) ≥ 25% NA NA 59.10% 45.39%
Net Interest-Bearing Debt or NIBD/
equity (4)
NA NA NA NA 0.97
Interest Coverage ratio (4) NA NA NA NA 4.72
Working capital min positive min positive min positive
USD 570.1
million
USD 146.1
million
Net financial indebtedness ratio NA < 70% NA -14.04% 49.56%
Outstanding loan amount (in thousands
of USD)
61,752 - 10,000
(1) In 2022, relates to the EUR credit facility, while 2021 also included the Sequoia USD facility.
(2) Other includes the financing of the EXCALIBUR and furthermore also loan amounts which are included in the proportionate consolidation but not in the equity
consolidation for which covenants are calculated based on EXMAR Group data and consequently the outstanding balance for this covenant is not included in
the outstanding loan amount above. The outstanding loan amount for this covenant in our proportionate consolidation amounts to USD 0 million in 2022 and
USD 8.8 million in 2021.
(3) The actual amounts presented are based on the most restrictive definitions.
(4) These ratios are no longer applicable in 2022 as they related to the TANGO FNLG facility, the NOK bond and Sequoia credit facility, which were repaid/
terminated during 2022 (see above).
Explanation of the major definitions applied in the covenant calculations:
•
Free cash: cash in hand (excluding pledged or blocked cash), time deposits and, in certain covenants, including
undrawn credit facilities with minimum six months to maturity;
• Interest coverage ratio: EBITDA divided by net interest expense of the financial period;
165 5. Financial report
•
Book equity: equity excluding treasury shares and the effect of any impairment of intangible assets and the effect
of fair value changes of any financial derivative;
•
Net interest-bearing debt: consolidated interest-bearing financial indebtness less free cash (and in one covenant
also less restricted cash used as debt collateral)
•
Net interest expense interest cost (and including banking fees in certain covenants) of the Group’s interest-
bearing debt less interest income of the Group including dividend received from financial assets held for sale;
• Working capital: current assets less current liabilities.
As of December 31, 2022 EXMAR was compliant with all covenants with sufficient headroom. EXMAR is continuously
monitoring compliance with all applicable covenants in order to meet all covenants per June 2023 and December
2023.
In case of non-compliance with these covenants, early repayment of related borrowings might be required and
should therefore be accounted for as short term debt.
Following steps are to be taken in accordance with applicable agreements if a breach of covenants would occur:
• Each borrower shall notify the Facility Agent of any Defaults (and the steps, if any, taken to remedy it) promptly
upon becoming aware of its occurrence.
•
Promptly, upon the request by the Facility Agent, the Borrower shall supply a certificate signed by two of its direc-
tors certifying that no Default is continuing, specifying the Default and the steps, if any, being taken to remedy it.
NOTE 29 - SHARE BASED PAYMENTS
The Group established a share option plan program that entitles certain employees to register for a number of
shares. The share options are only exercisable after a period of three years and for employees still in service after
this three year period. Each share option entitles the holder of the option to one EXMAR share.
The fair value of services received in return for share options granted are measured by reference to the exercise price
of the granted share options. The estimated fair value of the services received is measured based on a binomial
lattice model. The contractual life of the option is used as an input into this model.
Grant date fair value of share option and assumptions at inception Plan 10
Number of options outstanding at year-end 321,250
Fair value at grant date (in EUR) 3.21
Share price at grant date (in EUR) 9.62
Exercise price at inception (in EUR) 9.62
Expected volatility (1) 40.70%
Option life at inception 8 years
Maturity date 2023
Expected dividends 0.3 eur/y
Risk-free interest rate 0.53%
(1) The expected volatility is based on the historical volatility (calculated based on the weighted average remaining life of the share options), adjusted for any
expected changes to future volatility due to publicly available information.
Plan 9 matured at the end of 2022 and the remaining 328,600 options forfeited. During 2022 and 2021 no options
were exercised, nor were any new plans granted.
2022 2021
Reconciliation of outstanding share options
Number of
options
Weighted
average
exercise price
Number of
options
Weighted
average
exercise price
Outstanding share options at 1 January 651,850 10.08 1,060,850 10.25
New options granted 0 0.00 0 0.00
Changes during the year
Options exercised 0 0.00 0 0.00
Options forfeited -330,600 10.53 -409,000 10.52
Outstanding share options at 31 December 321,250 9.62 651,850 10.08
Exercisable share options at 31 December 321,250 9.62 651,850 10.08
All remaining outstanding options at the end of December 2022 will expire in 2023.
All plans have been fully expensed since 2018.
156 5. Financial report
NOTE 30 - EMPLOYEE BENEFITS
Deﬁned beneﬁt plan and similar liabilities
The Group provides pension beneﬁts for most of its employees, either directly or through a contribution to an in-
dependent fund. The pension beneﬁts for management staff employed before January 1, 2008 are provided under
a deﬁned beneﬁt plan. This plan is organized as a ﬁnal pay program.
For the management, employed as from January 1, 2008, and employees promoted to management as from January
1, 2008 and the management staff who reached the age of 60, the pension beneﬁts are provided under a deﬁned
contribution plan. Belgian deﬁned contribution plans are subject to the Law of April 28, 2003 on supplementary
pensions (WAP). According to article 24 of this law, the employer has to guarantee a ﬁxed minimum return of 3.25%
on employer contributions and of 3.75% on employee contributions and this for contributions paid until December
31, 2015. As from January 2016, the employer has to guarantee an average minimum return of 1.75% on both em-
ployer and employee contributions (as changed by the Law of December 18, 2015).
This guaranteed minimum return generally exceeds the return that is normally guaranteed by the insurer. Because the
employer has to guarantee the statutory minimum return on these plans, not all actuarial and investment risks relat-
ing to these plans are transferred to the insurance company managing the plans. Therefore, these plans do not meet
the deﬁnition of deﬁned contribution plan under IFRS and have to be classiﬁed by default as deﬁned beneﬁt plans.
An actuarial calculation has been performed in accordance with IAS 19 based on the projected unit credit method.
Employee beneﬁts
(In thousands of USD) 2022 2021 2020 2019 2018 2017
DEFINED BENEFIT PLANS
Present value of funded obligations -7,523 -9,631 -10,969 -11,535 -11,697 -12,072
Fair value of the deﬁned plan assets 6,601 9,017 9,408 8,839 7,626 7,361
Present value of net obligations -922 -614 -1,561 -2,696 -4,072 -4,711
BELGIAN DEFINED CONTRIBUTION PLAN
WITH GUARANTEED RETURN
Present value of funded obligations -5,690 -8,102 -9,559 -5,340 -4,703 -3,313
Fair value of the deﬁned plan assets 5,571 7,986 9,405 6,438 4,609 3,198
Present value of net (obligations) assets -119 -116 -154 1,099 -94 -115
Total employee beneﬁts -1,041 -730 -1,715 -1,597 -4,166 -4,826
1675. Financial report
Defined benefit plan
(In thousands of USD) 2022 2021
CHANGES IN LIABILITIES DURING THE PERIOD (1)
Liability as per 1 January 17,733 20,528
Distributions -979 -1,623
Actual employee's contributions 190 195
Interest expense 147 76
Current service cost 515 719
Actual taxes on contributions paid (excluding interest) -116 -128
Actuarial gains/losses -3,207 -513
Exchange differences -1,070 -1,521
Liability as per 31 December 13,213 17,733
CHANGES OF FAIR VALUE OF PLAN ASSETS (1)
Plan assets as per 1 January 17,003 18,813
Contributions 1,124 1,232
Distributions -979 -1,623
Interest income 146 74
Actual taxes on contributions paid (excluding interest) -116 -128
Actual administration costs -61 -68
Actuarial gain/loss -3,913 134
Exchange differences -1,032 -1,431
Plan assets as per 31 December (2) 12,172 17,003
Net defined liability as per 31 December 1,041 730
(1) The changes in pension liabilities and plan assets include both the defined benefit plans as the Belgian defined contribution plans which qualify as a defined
benefit plan.
(2) The plan assets do not include any shares issued by EXMAR or property occupied by EXMAR.
(In thousands of USD) 2022 2021
EXPENSE RECOGNISED IN THE STATEMENT OF PROFIT OR LOSS
Current service expenses -515 -719
Interest expense -147 -76
Expected return on plan assets 146 74
Administration cost -61 -68
Total pension cost recognised in the income statement (see note 11) -577 -789
EXPENSE RECOGNISED IN OTHER COMPREHENSIVE INCOME
Recognition of actuarial gains and losses -706 647
Total pension cost recognised in other comprehensive income -706 647
158 5. Financial report
NOTE 31 - TRADE AND OTHER PAYABLES
(In thousands of USD) 2022 2021
Trade payables 35,366 22,990
Other payables 29,100 7,749
Deferred income 11,076 6,501
Trade and other payables 75,542 37,241
Of which ﬁnancial liabilities (Note 32) 62,730 30,739
Trade payables increased in 2022 due to Bexco NV and Solaia Shipping LLC entering into the consolidation scope
(see Note 5 Business combinations and other share deals) and higher Infrastructure activities related to the EEM-
SHAVEN LNG and TANGO FLNG.
Other payables mainly contain advances received, VAT and payroll payables and increased during 2022 as a result
of the inclusion of Bexco and advances received in relation to the Congo project with Eni.
Deferred income comprises already invoiced revenue, related to the next accounting year, e.g. freight, hire,...
The expected employer contributions to be paid for the next ﬁnancial year amount to:
(In thousands of USD) 2022 2021
Best estimate of contributions expected to be paid during next year 1,093 1,142
The actuarial assumptions and average duration of the plans are detailed below:
(In weighted averages) 2022 2021
MOST SIGNIFICANT ASSUMPTIONS
Discount rate at 31 December 3.75% 0.70%
Expected return on assets at 31 December 3.75% 0.70%
Inﬂation 2.20% 1.90%
Duration of deﬁned beneﬁt plans (in years) 8 9
Duration of the Belgian deﬁned contribution plans (in years) 14 18
The plan assets are composed as follows:
(In thousands of USD) 2022 2021
Shares 5.0% 4.0%
Bonds & loans 88.0% 89.0%
Property investments 7.0% 6.0%
Cash 0.0% 1.0%
NOTE 32 - FINANCIAL RISKS AND FINANCIAL INSTRUMENTS
During the normal course of its business, EXMAR is exposed to various risks as described in more detail in the Cor-
porate Governance Statement. EXMAR is exposed to credit, interest, currency and liquidity risks and in order to
hedge this exposure, EXMAR uses different ﬁnancial instruments, mainly interest rate hedges situated within our
equity accounted investees as well ais foreign currency forward contracts.
EXMAR applies hedge accounting for all hedging relations which meet the conditions to apply hedge accounting
(formal documentation and high effectiveness at inception and on an ongoing basis). Financial instruments are rec-
ognised initially at fair value. Subsequent to initial recognition, the effective portion of changes in fair value of the
ﬁnancial instruments qualifying for hedge accounting (i.e. cash ﬂow hedges), is recognised in other comprehensive
income. Any ineffective portion of changes in fair value and changes in fair value of ﬁnancial instruments not qual-
ifying for hedge accounting are recognised immediately in proﬁt or loss.
5. Financial report 159
Fair value & fair value hierarchy
The following table shows ﬁnancial assets and ﬁnancial liabilities measured at fair value, including their level in the
fair value hierarchy.
(In thousands of USD)
December 31, 2022
Level 1 Level 2 Level 3 Total
Derivative ﬁnancial asset 0 573 0 573
Equity securities - FVTPL 1,054 795 0 1,849
Total ﬁnancial assets carried at fair value 1,054 1,368 0 2,422
Total ﬁnancial liabilities carried at fair value 0 0 0 0
(In thousands of USD)
December 31, 2021
Level 1 Level 2 Level 3 Total
Derivative ﬁnancial asset 0 920 0 920
Equity securities - FVTPL 938 911 0 1,849
Total ﬁnancial assets carried at fair value 938 1,831 0 2,769
Total ﬁnancial liabilities carried at fair value 0 0 0 0
Financial instruments other than those listed above are all measured at amortized cost.
Credit risk
Credit risk policy
The Group is exposed to credit risk from its operating activities (primarily trade and other receivables and trans-
actions with equity accounted investees) and from its ﬁnancing activities, including deposits with banks, foreign
exchange transactions and other ﬁnancial instruments.
Credit risk is monitored closely and by each segment on an ongoing basis by the Group and creditworthiness con-
trols are carried out if deemed necessary.
The borrowings to equity accounted investees consist of shareholder loans to our equity accounted investees that
own or operate an LPG vessel or Offshore platform. As all vessels are operational and generate income or are
pledged as a security for the underlying borrowing, we do not anticipate any recoverability issues for the outstand-
ing borrowings (after impairment) to equity accounted investees. The equity accounted investees for whom the
share in the net assets is negative, are allocated to other components (mainly deducted from receivables) of the
investor’s interest in the equity accounted investee and if the negative net asset exceeds the investor’s interest, a
corresponding liability is recognized to the extent that the Group has a legal or constructive obligation. The terms
of the shareholder loans are discussed in Note 19 Borrowings to equity accounted investees of this annual report.
The Group only engages with banks with a good credit rating. The Group monitors and manages exposures to
banks with approved counterparty credit limits and credit risk parameters in order to mitigate the risk of default.
Exposure to risk
(In thousands of USD) 2022 2021
Borrowings to equity accounted investees 7,000 40,167
Derivative ﬁnancial assets 573 920
Other investments - equity instruments at FVTPL 1,849 1,849
Trade and other receivables (see Note 24) 59,778 48,534
Restricted cash 0 76,121
Cash and cash equivalents 519,553 71,130
Carrying amount of ﬁnancial assets 588,753 238,721
The carrying amounts of the ﬁnancial assets represent the maximum credit exposure.
Impairment losses
As past due outstanding receivable balances are immaterial, no ageing analysis is disclosed.
At year-end 2022, we recorded impairment charges for borrowings to and trade receivable balances from equity
accounted investees for a total amount of USD 11.2 million and USD 2.3 million impairment charges on other (non-
trade) third party receivable balances.
160 5. Financial report
Interest risk
Interest risk policy
The interest-bearing loans are mainly negotiated with variable interest rates. In order to monitor this interest risk,
the Group makes use of interest hedging instruments available on the market when management is of the opin-
ion that it is favorable to do so. For the moment, no interest rate swaps exist within our subsidiaries. On the other
hand, different interest rate swaps exist within our equity accounted investees. The Group applies hedge account
-
ing when the conditions to apply hedge accounting are met. In case no hedge accounting is applied, the changes
in fair value are recorded in the statement of proﬁt or loss.
Exposure to risk
(In thousands of USD) 2022 2021
Total borrowings (excluding lease liabilities) 208,083 418,707
with ﬁxed interest rate 154,669 173,079
with variable interest rate 53,414 245,628
Net exposure 53,414 245,628
The amount of variable interest rate borrowings decreased signiﬁcantly during 2022 as a result of the repayment of
the NOK unsecured bond and the Bank of China credit facility (see Note 28 Borrowings), with outstanding balances
of USD 71.3 million and USD 129.3 million respectively at year-end 2021.
Sensitivity analysis
In case the interest rate would increase/decrease with 50 basis points, the ﬁnancial statements would be impacted
with the following amounts (assuming that all other variables remain unchanged):
(In thousands of USD) 2022 2021
+ 50 bp - 50 bp + 50 bp - 50 bp
Variable interest rate borrowings 267 -267 1,228 -1,228
Interest rate swaps and cross-currency rate swaps 0 0 0 0
Sensitivity (net), of which 267 -267 1,228 -1,228
Impact in proﬁt and loss 267 -267 1,228 -1,228
Impact in equity 0 0 0 0
A signiﬁcant portion of EXMAR’s interest income is derived from borrowings to equity accounted investees with
variable interest rates. Any increase/decrease in the interest rate would result in an increase/decrease of interest
income but would mainly be offset by an increase/ decrease in the interest expense recognized by the equity ac-
counted investee for a corresponding amount. Accordingly, any increase/decrease in the variable interest rate applied
on the borrowings to equity accounted investees would have no impact on the net result of the Group. Therefore,
borrowings to equity accounted investees have not been included in the above sensitivity analysis.
5. Financial report 161
Currency risk
The Group’s currency risk is historically mainly affected by the EUR/USD ratio for manning its ﬂeet, paying salaries
and all other personnel related expenses and since November 2022 also for the Bexco activities (see Note 5 Busi
-
ness combinations and other share transactions), which are expressed in EUR. In order to monitor the currency risk,
the Group uses a range of foreign currency rate hedging instruments and forward contracts if deemed necessary.
At year-end 2022, EXMAR purchased USD 13.8 million forwards, which resulted in a fair value gain of USD 1.1 million.
As per December 31, 2021, no ﬁnancial instrument contracts were outstanding to cover the EUR/USD.
At year-end 2022, EXMAR had also purchased EUR 75.6 million daily swaps for USD 80.6 million.
In prior years and until maturity of the unsecured NOK 650.0 million in May 2022, the group also closely monitored
the NOK/USD evolution and purchased forward contracts to cover the risk. End 2021, EXMAR purchased NOK 240.0
million forwards for USD 26.3 million, which resulted in a fair value gain of USD 0.9 million, however in 2022 a loss of
USD 2.6 million was realized on the settlement of these forwards, but was offset by the realized foreign exchange
gain upon repayment of the bond (see Note 12 Finance income/expenses and Note 28 Borrowings).
Exposure to risk
Exposure to currency risk, based on notional amounts in thousands of foreign currency:
(In thousands of local
currency)
2022 2021
EUR NOK XAF ARS EUR NOK SGD ARS
Receivables 12,435 1,899 434,754 225,083 5,845 55 27 199,458
Payables -16,083 0 -12,801 -37,564 -10,453 -7,636 -106 -30,640
Interest-bearing loans 0 0 0 0 0 -625,391 0 0
Balance sheet
exposure
-3,648 1,899 421,953 187,519 -4,608 -632,972 -79 168,818
Forward contracts 240,000
Net exposure -3,648 1,899 421,953 187,519 -4,608 -392,972 -79 168,818
In thousands of USD -3,891 193 686 1,059 -5,219 -44,558 -59 1,643
The above overview reﬂects the exposure for the top-4 currency risks. As the XAF (Central African CFA Franc) became
more important in 2022 than the SGD (Singapore Dollar) we have included the XAF for 2022 instead of the SGD.
Sensitivity analysis
As per December 31, 2022 an increase in the year-end EUR/USD rate of 10.0% would affect the statement of proﬁt
or loss with USD -0.4 million (2021: USD -0.5 million). A 10.0% decrease of the EUR/USD rate would impact the proﬁt
or loss statement with the same amount (opposite sign).
As per December 31, 2022 an increase in the year-end NOK/USD rate of 10% would affect the statement of proﬁt
or loss with USD -0.02 million (2021: USD -4.5 million). A 10.0% decrease of the NOK/ USD rate would impact the
proﬁt or loss statement with the same amount (opposite sign).
162 5. Financial report
Liquidity risk
Liquidity risk policy
The Group manages the liquidity risk in order to meet ﬁnancial obligations as they fall due. The risk is managed
through a continuous cash ﬂow projection follow-up, monitoring balance sheet liquidity ratio’s against internal
and regulatory requirements and maintaining a diverse range of funding sources with adequate back-up facilities.
Different debt covenants exist that require compliance with certain ﬁnancial ratio’s. As of December 31, 2022, EX
-
MAR was compliant with all covenants. We also refer in this respect to Note 28 Borrowings.
Maturity analysis of ﬁnancial liabilities, borrowings to equity accounted investees and ﬁnancial
guarantees
Our current ﬁnancial liabilities such as trade and other payables are expected to be paid within the next twelve
months and are therefore not included in below tables. The contractual maturities of our ﬁnancial liabilities and our
borrowings to equity accounted investees, including estimated interest payments, are detailed in the tables below.
The contractual maturities of our ﬁnancial liabilities are based on the contractual amortization tables of the facilities.
The undrawn parts of our credit facilities are not included in the tables below.
The contractual maturities of our borrowings to equity accounted investees are based on the cash ﬂow projections
for future years for the EXMAR LPG shareholder’s loan and the expected repayment of the loan for the Electra Off-
shore Ltd facility (extension and terms still under negotiation), excluding netting of negative net assets (see Note
19 Borrowings to equity accounted investees).
EXMAR has also provided guarantees to ﬁnancial institutions that have provided credit facilities to her equity ac-
counted investees. The amount that EXMAR could have to pay if the guarantee is called on, is disclosed below
under ﬁnancial guarantees.
(In thousands of USD)
December 31, 2022
Curr.
Interest
rate
Matur.
Carrying
amount
Contractual cash ﬂows
Total < 1 year 1-2 years 2-5 years > 5 years
Bank loans VLGC's USD 5,62% 2036 -135,492 -203,954 -13,323 -13,258 -39,210 -138,163
Bank/other loans -
pressurized ﬂeet
USD
LIBOR+
2.4%
2023 -
2025
-61,752 -62,831 -36,038 -16,190 -10,604 0
Bank loan - EXCALIBUR USD
LIBOR+
2.5%
2023 -10,004 -10,458 -10,458 0 0 0
Bank loans - other EUR
EURIBOR
+ 1.7%
2028 -835 -372 -356 -16 0 0
Lease liabilities USD -2,127 -2,387 -507 -464 -1,416 0
Lease liabilities EUR -7,985 -8,516 -1,533 -1,287 -2,441 -3,255
Lease liabilities SGD -65 -66 -66 0 0 0
Lease liabilities CNY -66 -332 -20 0 0 0
Lease liabilities INR -21 -22 -22 0 0 0
-218,347 -288,939 -62,322 -31,216 -53,670 -141,419
Borrowings to equity
accounted investees
USD 7,000 7,840 7,840 0 0 0
Financial guarantees USD 0 -270,796 -56,458 -27,661 -186,676 0
(In thousands of USD)
December 31, 2021
Curr.
Interest
rate
Matur.
Carrying
amount
Contractual cash ﬂows
Total < 1 year 1-2 years 2-5 years > 5 years
Bank/other loans -
pressurized ﬂeet
USD
LIBOR+
2.4%
2023 -
2025
-70,339 -74,827 -16,384 -19,334 -39,109 0
Bank loan -
TANGO FLNG
USD
LIBOR+
2.2%
2029 -129,265 -158,464 -21,079 -21,880 -61,334 -54,171
Bank loans VLGC's USD 5,62% 2036 -140,927 -217,650 -13,323 -13,323 -39,465 -151,540
Bank loan - aircraft USD 3,16% 2023 -5,658 -5,675 -1,864 -3,811 0 0
Bond NOK
NIBOR+
8.75%
2022 -71,324 -73,966 -73,966 0 0 0
Other loans USD 1,0% 2025 -1,194 -1,194 -1,194 0 0 0
Lease liabilities USD -2,550 -2,969 -581 -507 -1,399 -481
Lease liabilities EUR -3,422 -3,578 -858 -833 -1,667 -220
Lease liabilities SGD -66 -67 -66 -1 0 0
Lease liabilities INR -67 -72 -48 -25 0 0
Lease liabilities ROU
assets
CNY
-424,812 -538,463 -129,364 -59,712 -142,975 -206,412
Borrowings to equity
accounted investees
USD 40,167 43,774 18,683 7,609 17,483 0
Financial guarantees USD 0 -236,918 -37,828 -124,860 -20,495 -53,734
5. Financial report 163
Fair values
Carrying amounts versus fair values
(In thousands of USD) 2022 2021
FV hierarchy
Carrying
amount
Fair value FV hierarchy
Carrying
amount
Fair value
Borrowings to equity accounted
investees
2 7,000 7,000 2 40,167 39,966
Other investments - equity
instruments at FVTLP
1/2 1,849 1,849 1/2 1,849 1,849
Derivative ﬁnancial asset 2 573 573 920 920
Borrowings (excluding lease
liabilities)
2 -208,083 -234,700 2 -418,707 -418,720
-198,662 -225,278 -375,771 -375,985
•
The ﬁnancial assets and liabilities carried at fair value are analysed and a hierarchy in valuation method has been
deﬁned:
• Level 1 being quoted bid prices in active markets for identical assets or liabilities;
•
Level 2 being inputs in other than quoted prices included in level 1 that are observable for the related assets
and liabilities, either directly (as prices) or indirectly (derived from prices);
• Level 3 being inputs for the asset or liability that are not based on observable market data.
The breakdown between level 1 and 2 of the equity instruments at FVTPL is shown in the beginning of this note.
Basis for determining fair values:
•
Borrowings to equity accounted investees: present value of future cash ﬂows, discounted at the market rate
of interest at reporting date or the fair value of the underlying pledged asset
• Equity instruments at FVTPL:
- Quoted closing bid price at reporting date for Frontera shares
- Non-quoted closing ﬁxing price at reporting date through a public auction via Euronext for Sibelco shares
•
Forward contracts: present value of the difference between the forward price at reporting date and the for-
ward price paid
•
Interest bearing loans: present value of future cash ﬂows, discounted at the market rate of interest at report-
ing date
For certain ﬁnancial assets and liabilities (trade and other receivables, cash and cash equivalents, trade and other
payables and lease liabilities) not carried at fair value, no fair value is disclosed because the carrying amounts are
a reasonable approximation of the fair values.
164 5. Financial report
NOTE 33 – LEASES
Leases as a lessee
The Group leases properties, motor vehicles and IT equipment.
(In thousands of USD)
RIGHT-OF-USE ASSETS Property IT equipment Total
Balance as per December 31, 2021 5,827 173 6,000
Balance as per December 31, 2022 10,143 767 10,910
For the full roll forward schedule in respect of the right-of-use assets including the depreciation charge for the year,
we refer to Note 16 Right-of-use assets of this annual report.
The Group has several lease contracts that include extension or termination options. These options are negotiated
by management to provide ﬂexibility in managing its lease portfolio. Judgement is applied in determining whether
these extension and options are reasonably certain to be exercised (see Note 1 Accounting policies).
For the maturity analysis in respect of related lease liabilities, we refer to Note 32 Financial risks and ﬁnancial in-
struments.
Amounts recognised in proﬁt or loss
(In thousands of USD)
LEASES UNDER IFRS 16
2022 2021
Interest on lease liability 266 166
Expenses related to short-term leases and low value assets 499 522
Leases as a lessor
The Group entered into long-term time charter agreements for certain assets in its ﬂeet. In respect of lease clas-
siﬁcation, it was judged that substantially all risks and rewards remain with the Group. As a consequence, these
agreements qualify as operating leases.
Rental income recognised by the Group during 2022 was USD 65.1 million (2021: USD 41.9 million).
The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be
received after the reporting date. No variable lease payments are included. The increase in total lease payments
(at the subsidiaries) compared to 2021 is mainly the result of:
•
The new ﬁve-year charter agreement for the EEMSHAVEN FSRU, signed in March 2022 with GASUNIE and in-
cluded in the 2021 table as from the expected operability at the end of the third quarter 2022;
• The new ten-year charter agreement for the EXCALIBUR FSU with Eni (see Note 4 Divestitures);
The table below related to the equity accounted investees only includes EXMAR’s share in the expected operating
lease payments.
(In thousands of USD) 2022 2021
Less than one year 80,662 50,398
One to two years 62,765 46,078
Two to three years 62,646 44,460
Three to four years 55,187 44,396
Four to ﬁve years 32,850 36,797
More than ﬁve years 85,045 17,472
Total operating leases under IFRS 16 (Subsidiaries) 379,155 239,601
Less than one year 72,472 67,335
One to two years 28,349 21,554
Two to three years 16,101 17,415
Three to four years 5,432 12,553
Four to ﬁve years 1,806 5,425
More than ﬁve years 0 1,750
Total operating leases under IFRS 16 (equity accounted investees) 124,160 126,031
5. Financial report 165
NOTE 34 - CAPITAL COMMITMENTS
At year-end 2022, the Group has capital commitments with its joint-venture partner SEAPEAK (each 50%) related
to shipbuilding contracts with Hyundai Mipo Dockyard CO, Ltd. for the construction of two new midsize 46,000m
3
LPG/ammonia carriers for a total value of USD 138.0 million, of which USD 13.8 million has been prepaid in 2022.
Per December 31, 2021, the Group had no material outstanding capital commitments.
NOTE 35 – CONTINGENCIES
Several of the Group’s companies are involved in a number of legal disputes arising from their day-to-day opera-
tions. Management does not expect the outcome of these procedures to have any material effect on the Group’s
ﬁnancial position.
NOTE 36 - RELATED PARTIES
Ultimate controlling party
Saverex NV, the major Belgian shareholder of EXMAR NV prepares IFRS consolidated ﬁnancial statements which
are publicly available. Saverex NV is controlled by Mr. Nicolas Saverys (Executive chairman of the Board of Direc-
tors of EXMAR).
Transactions with controlling shareholder and with controlling shareholder related parties
Saverbel NV, controlled by Mr. Nicolas Saverys, recharged administrative expenses for KEUR 79 to the Group 2022
(same period 2021: KEUR 76). The outstanding balance at December 31, 2022 amounted to KEUR 27 (year-end
2021: KEUR 27).
Saverex NV, also controlled by Mr. Nicolas Saverys, charged consulting fees for KEUR 2.900 during 2022 (same pe-
riod 2021: KEUR 750), which was fully paid by December 31, 2022 (year-end 2021: KEUR 0). Furthermore, Saverex
charged KEUR 0 administrative expenses in 2022 (same period 2021: KEUR 23) and KEUR 232 time-charter revenue
for the yacht “Douce France” to Exmar Yachting (same period 2021: KEUR 235). The balance outstanding at year-
end 2022 amounted to KEUR 0 (year-end 2021: KEUR 112).
EXMAR Shipmanagement charged KEUR 61 to Saverex for shipmanagement services in respect of the yacht "Douce
France" in 2022 (same period 2021: KEUR 26), for which KEUR 1 is outstanding (year-end 2021: KEUR 0).
Travel PLUS invoiced a total of KEUR 33 to Saverex in respect of travel services provided during 2022 (same period
2021: KEUR 29), of which KEUR 1 is outstanding (year-end 2021: KEUR 0).
Furthermore, during 2022, an amount of KEUR 108 (same period 2021: KEUR 82) was invoiced to Mr Nicolas Saverys
as a recharge of private expenses. The related outstanding balance amounted to KEUR 11 (year-end 2021: KEUR 0).
Transactions with related parties are at arm’s length conditions.
166 5. Financial report
Transactions with joint ventures and associated companies
EXMAR provides general, accounting, corporate, site supervision and ship management services to its joint ventures
and associates. For these services, fees are charged based on contractual agreements between all parties involved.
Below table gives an overview of the signiﬁcant receivables, signiﬁcant payables and the related P&L amount of
services provided and received.
December 31, 2022 December 31, 2021
(In thousands of USD) Receivables Payables Receivables Payables
Ship management services 2,923 1,591 6,373 105
General, accounting and corporate services 1,151 0 0 0
Site supervision & plan approval services 0 0 0 0
Rental services 0 0 0 0
2022 2021
(In thousands of USD)
Services
provided P&L
Services
received P&L
Services
provided P&L
Services
received P&L
Ship management services 12,752 0 16,247 0
General, accounting and corporate services 999 0 817 0
Site supervision & plan approval services 0 0 0 0
Rental & other services 0 0 0 0
EXMAR also provides borrowings to its joint ventures and associates for which an interest income is recognised in
the ﬁnancial statements. We refer to Note 19 Borrowings to equity accounted investees for an overview of these
borrowings and to Note 12 Finance income/expenses for the total amount of interest income.
Transactions with key management personnel
In respect of the transactions with key management personnel, we refer to the Remuneration report of 2022 which
is included in this ﬁnancial report (see Corporate Governance Statement). For information relating to conﬂicts of
interests, we refer to the report Board of Directors.
Key management (personnel) recharged KEUR 82 expenses (same period 2021: KEUR 27). The relating outstanding
amount per December 31, 2022 in respect of these services is KEUR 0 (year-end 2021: KEUR 0).
Board of Directors
(In thousands of EUR) 2022 2021
Chairman 100 100
Other members (individual amount) 50 50
Total paid 500 485
The total amount paid to the members of the Board of Directors represents the total payments to all non-execu
-
tive and independent directors for the activities as members of the Board of Directors. The executive directors of
EXMAR are only remunerated in their capacity as executive and not in their capacity as executive director/member
of the Board.
No loans were granted to the members of the Board in 2022 nor 2021. The outstanding amount in respect of re-
charged private expenses to Mr. Nicolas Saverys was zero per December 31, 2022 and 2021.
Audit and Risk Committee
(In thousands of EUR) 2022 2021
Chairman 20 20
Other members (individual amount) 10 10
Total paid 50 46
5. Financial report 167
Nomination and Remuneration Committee
(In thousands of EUR) 2022 2021
Members (individual amount) 10 10
Total paid 30 28
Executive Committee
In line with EXMAR’s total reward principles, the form and level of the Company’s executive remuneration are
aligned to company performance and individual skills and performance. The remuneration package is composed
of three main elements:
• The ﬁxed annual remuneration;
• The short-term variable remuneration (STI – short term incentive);
• The long-term variable remuneration (LTI- long term incentive).
The level and structure of the compensation packages are aligned with market practices for similar functions at
comparable companies.
End 2022, the Executive Committee consisted of four members. Customary notice periods and severance pay are
provided in the agreements with the members of the Executive Committee, taking into account factors such as the
position and experience of the executive manager in question, and always within the applicable legal framework.
(In thousands of EUR)
EXECUTIVE COMMITTEE, excluding CEO
2022 2021
Total ﬁxed remuneration 1,270 1,355
of which for insurance and pension plan 0 32
of which value of share options 0 0
Total variable remuneration 574 0
(In thousands of EUR)
Nicolas Saverys/Saverex
2022 2021
Total ﬁxed remuneration 900 907
of which for insurance and pension plan 0 43
of which value of share options 0 0
Total variable remuneration 2,000 0
(In thousands of EUR)
CEO
2022 2021
Total ﬁxed remuneration 575 575
of which for insurance and pension plan 0 0
of which value of share options 0 0
Total variable remuneration 500 0
No loans were granted to the members of the executive committee in 2022 or 2021.
The total number of options (plan 10) granted to key management are as follows:
NUMBER OF SHARES GRANTED 2022 2021
Nicolas Saverys 60,000 120,000
60,000 120,000
A number of key management personnel, or their close family members, hold positions in other companies that
result in them having control or joint control over these companies. None of these companies transacted with the
Group during the year.
168 5. Financial report
NOTE 37 - GROUP ENTITIES
CONSOLIDATED COMPANIES
Country of
incorporation
Consolidation
method
Ownership
2022 2021
Joint ventures
Estrela Ltd Hong Kong Equity 50.00% 50.00%
EXMAR Gas Shipping Ltd Hong Kong Equity 50.00% 50.00%
EXMAR LPG BV Belgium Equity 50.00% 50.00%
EXMAR Shipping BV Belgium Equity 50.00% 50.00%
Good Investment Ltd Hong Kong Equity 50.00% 50.00%
Monteriggioni Inc Liberia Equity 50.00% 50.00%
Associates
Electra Offshore Ltd Hong Kong Equity 40.00% 40.00%
Exview Hong Kong Ltd Hong Kong Equity 40.00% 40.00%
Marpos NV Belgium Equity 45.00% 45.00%
Springmarine Nigeria Ltd Nigeria Equity 40.00% 40.00%
Subsidiaries
Ahlmar Germany GmbH Germany Full 100.00% 100.00%
Bexco NV (1) Belgium Full 100.00% 44.91%
DV Offshore SAS France Full 100.00% 100.00%
ECOS SRL Italy Full 60.00% 60.00%
EXMAR Argentina Argentina Full 100.00% 100.00%
EXMAR Energy Hong Kong Ltd Hong Kong Full 100.00% 100.00%
EXMAR Energy Netherlands BV Netherlands Full 100.00% 100.00%
EXMAR Energy Services BV Netherlands Full 100.00% 100.00%
EXMAR Export Netherlands Netherlands Full 100.00% 100.00%
EXMAR FSRU Hong Kong Ltd Hong Kong Full 100.00% 100.00%
EXMAR Holdings Ltd Liberia Full 100.00% 100.00%
EXMAR Hong Kong Ltd Hong Kong Full 100.00% 100.00%
EXMAR LPG Holding BV Belgium Full 100.00% 100.00%
EXMAR LNG Investments Ltd Liberia Full 100.00% 100.00%
EXMAR Lux SA Luxembourg Full 100.00% 100.00%
EXMAR Marine NV Belgium Full 100.00% 100.00%
EXMAR Netherlands BV Netherlands Full 100.00% 100.00%
EXMAR NV Belgium Full 100.00% 100.00%
EXMAR Offshore Company USA Full 100.00% 100.00%
EXMAR Offshore Ltd Bermuda Full 100.00% 100.00%
EXMAR Offshore Services SA Luxembourg Full 100.00% 100.00%
EXMAR Offshore BV Belgium Full 100.00% 100.00%
EXMAR Singapore Pte Ltd Singapore Full 100.00% 100.00%
EXMAR Shipmanagement BV Belgium Full 100.00% 100.00%
EXMAR Shipmanagement India Private Ltd India Full 100.00% 100.00%
EXMAR Shipping USA Inc USA Full 100.00% 100.00%
EXMAR Small Scale LPG NL BV Netherlands Full 100.00% 100.00%
EXMAR Small Scale LPG HK Ltd Hong Kong Full 100.00% 100.00%
EXMAR Small Scale LPG BE BV Belgium Full 100.00% 100.00%
EXMAR (UK) Shipping Company Ltd Great-Britain Full 100.00% 100.00%
EXMAR VLGC BV Belgium Full 100.00% 100.00%
EXMAR VLGC Netherlands BV Netherlands Full 100.00% 100.00%
EXMAR Yachting BV Belgium Full 100.00% 100.00%
Export LNG Ltd
(2)
Hong Kong Full - 100.00%
Franship Offshore Lux SA Luxembourg Full 100.00% 100.00%
Internationaal Maritiem Agentschap NV Belgium Full 99.03% 99.03%
Seavie Caribean Ltd Jamaica Jamaica Full 100.00% 100.00%
Seavie Private Ltd India Full 100.00% 100.00%
Solaia Shipping Llc
(1)
Liberia Full 100.00% 50.00%
Tecto Cyprus Ltd Cyprus Full 100.00% 100.00%
Tecto Luxembourg SA Luxembourg Full 100.00% 100.00%
Travel Plus BV Belgium Full 100.00% 100.00%
(1) Change in shareholdership – we refer to Note 5 Business combinations and share deals for additional information.
(2) Sold – we refer to Note 4 Divestitures.
1795. Financial report
NOTE 38 - FEES STATUTORY AUDITOR
The worldwide audit and other fees in respect of services provided by the statutory auditor or companies or persons
related to the auditors, can be detailed as follows:
(In thousands of EUR) 2022 2021
Audit services 397 389
Audit related services 174 109
Tax services 30 31
Fees statutory auditor 601 529
For 2022 and 2021, the non-audit fees do not exceed the audit fees.
NOTE 39 - SUBSEQUENT EVENTS
In the first quarter of 2023, the following subsequent events occurred at our equity accounted investees:
•
Payment of the early buy-out option of the financing of two midsize gas carriers and refinancing through the use
of USD 70.0 million term loans;
•
Sale of the midsize gas carrier BASTOGNE, which was classified as held for sale in the management reporting,
see Note 2 Segment reporting;
•
Additional down payment of USD 13.8 million for the construction of two new midsize vessels (see also Note 34
Capital commitments);
•
Ordering of two innovative 46,000m3 midsize LPG/ammonia carriers with dual fuel propulsion with option to
have them ammonia fueled for a price of USD 73.4 million per vessel.
On April 3, 2023 EXMAR NV (“EXMAR”) (Euronext Brussels: EXM) has been informed by SAVEREX NV (“SAVEREX”)
that SAVEREX intends to launch a voluntary and conditional public takeover bid for all shares and share options
issued by EXMAR not already owned by it or persons affiliated with it (the “Bid”). The Bid would be made at a price
of EUR 12.10 per share, and would be paid in cash.
The price of EUR 12.10 per share represents a premium of 24.74% to the closing price of EXMAR as at 31 March
2023. This price would imply a premium of 33.19%, 44.01%, 34.12% and 46.03% respectively over the one-month,
three-month, six-month and twelve-month volume weighted average prices (VWAP) of the EXMAR share on the
regulated market of Euronext Brussels.
If EXMAR’s annual general meeting of 16 May 2023 approves the payment of a gross dividend of EUR 1.00 per
share as proposed by EXMAR’s board of directors and the ex-dividend date (22 May 2023) falls prior to the date of
payment of the bid price, the bid price per share is announced to be reduced by the gross amount of such dividend
(before any applicable tax deduction).
SAVEREX currently owns 26,899,431 shares in EXMAR (or 45.21%). EXMAR, which is considered a person affiliated
with SAVEREX, owns 2,273,263 treasury shares (or 3.82%). Nicolas Saverys, which is also considered a person affili-
ated with SAVEREX, owns 7,924 shares in EXMAR (or 0.01%). The Bid would thus relate to the remaining 30,319,382
shares (or 50.96%) in EXMAR.
The Bid would be made subject to a number of conditions, including an acceptance threshold of 95% and customary
material adverse change protection. EXMAR understands that, if following the Bid, SAVEREX and persons acting
in concert with it hold at least 95% of the shares in EXMAR and have acquired, as a result of the acceptance of the
Bid, at least 90% of the shares that are subject to the Bid, SAVEREX intends to launch a simplified squeeze-out bid.
SAVEREX has informed the board of directors of EXMAR about its intentions to launch the Bid. Subject to their
review of the prospectus, the board of directors have unanimously resolved to support and recommend the Bid.
The independent directors of EXMAR have appointed Degroof Petercam Corporate Finance SA as independent
expert to draw up an independent expert report in accordance with article 23 of the Royal Decree of 27 April 2007
on public takeover bids (the “Takeover Decree”). A detailed opinion of the board of directors will be set forth in
the response memorandum.
SAVEREX is being assisted in respect of the Bid by KBC Securities NV and BNP Paribas Fortis SA/NV as financial
advisors, by Belfius Bank SA/NV as centralizing and receiving agent and by Argo Law as legal advisor. The inde-
pendent directors of EXMAR are being assisted by Allen & Overy LLP as legal advisor and have appointed Degroof
Petercam Corporate Finance SA as independent expert in accordance with article 23 of the Takeover Decree.
No other subsequent events occurred.
170 5. Financial report
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 performs at least annually an impairment analysis for its ﬂeet and this analysis did not reveal any ad-
ditional impairment risks at year-end 2022. We also refer to Note 14 Vessels and barges and Note 17 Investments
in equity accounted investees as disclosed in this report for additional information.
Provisions
The LNG EXCEL, owned by one of our joint ventures, was party to a lease arrangement in the UK whereby the Les-
sor could claim depreciation on the capital expenditures it incurred to acquire the vessel (Capital Allowances). As it
is typical in these leasing arrangements, tax and change of law risks are assumed by the Lessee. Our joint venture
terminated this lease arrangement in August 2013. The UK tax authorities (HMRC) have made inquiries in respect of
the right to receive the Capital Allowances. Based on commercial, legal and ﬁnancial considerations, our position is
that the allowances were validly claimed and we have informed HMRC accordingly. However, in case of a success-
ful challenge by the UK tax authorities of the tax treatment of the lease, we could be required to compensate the
Lessor for any tax amount to be reimbursed to the tax authorities. The amount held on the joint venture company’s
escrow account (USD 1.7 million for EXMAR’s share) had therefore been provisioned in previous years. In 2021, an
additional provision was recorded for EXMAR’s share of the joint venture cash balance as well as a provision for
related tax and legal fees. There has been no further update in 2022.
Contingent consideration liability
As mentioned in Note 4 Divestitures, EXMAR sold 100% of the shares of Export LNG Ltd, the owner of the ﬂoat-
ing 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.
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 the 2021 have been resolved:
Liquidity position
A number of adverse non-recurring events in the last years triggered uncertainty around the liquidity position and
going concern considerations of the Group. Management therefore continued to closely monitor cash ﬂows during
the ﬁrst half of 2022. With the ﬁve-year charter agreement signed in March 2022 with GASUNIE for the EEMSHAV-
EN LNG and the closing of the sale of 100% of the shares of Export LNG, owning company of the TANGO FLNG;
end August 2022 (see also Note 4 Divestitures), the Group has prepared its consolidated ﬁnancial statements as of
December 31, 2022 on a going concern basis and does not consider liquidity risk as a signiﬁcant judgment to be
mentioned and evaluated going forward.
Covenants
As a result of the strengthened ﬁnancial position, the Company has met all its ﬁnancial covenants as at December
31, 2022 with sufﬁcient headroom (see also Note 28 Borrowings).
5. Financial report 171
STATEMENT ON THE TRUE AND FAIR VIEW OF THE 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 Christine Verhaert, CFO (represent-
ing FINMORE BV), hereby conﬁrm that, to the best of their knowledge,
• the consolidated ﬁnancial statements for the year ended December 31, 2022, which have been prepared in ac
-
cordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Stand-
ards 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
year and of the major transactions with the related parties, and their impact on the consolidated ﬁnancial state
-
ments, together with a description of the principal risks and uncertainties they are exposed to.
182 5. Financial report
STATUTORY AUDITOR’S REPORT TO THE SHAREHOLDERS’
MEETING OF EXMAR NV FOR THE YEAR ENDED DECEMBER
31, 2022 CONSOLIDATED FINANCIAL STATEMENTS
In the context of the statutory audit of the consolidated financial statements of Exmar NV (“the company”) and
its subsidiaries (jointly “the group”), we hereby submit our statutory audit report. This report includes our report
on the consolidated financial statements and the other legal and regulatory requirements. These parts should be
considered as integral to the report.
We were appointed in our capacity as statutory auditor by the shareholders’ meeting of 19 May 2020, in
accordance with the proposal of the board of directors (“bestuursorgaan” / “organe d’administration”) issued
upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders’ meeting
deliberating on the financial statements for the year ending 31 December 2022. We have performed the statutory
audit of the consolidated financial statements of Exmar NV for 6 consecutive periods.
REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
Unqualified opinion
We have audited the consolidated financial statements of the group, which comprise the consolidated statement of
financial position as at 31 December 2022, the consolidated statement of profit or loss and consolidated statement
of other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of
cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory
notes. The consolidated statement of financial position shows total assets of 1178276(000)USD and the consolidated
statement of comprehensive income shows a profit for the year then ended of 320 348(000)USD.
In our opinion, the consolidated financial statements give a true and fair view of the group’s net equity and financial
position as of 31 December 2022 and of its consolidated results and its consolidated cash flow for the year then
ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
and with the legal and regulatory requirements applicable in Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium. In
addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current
financial year, but not yet approved at national level. Our responsibilities under those standards are further described
in the “Responsibilities of the statutory auditor for the audit of the consolidated financial statements” section of
our report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial
statements in Belgium, including those regarding independence.
We have obtained from the board of directors and the company’s officials the explanations and information necessary
for performing our audit.
We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion.
1835. Financial report
key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit
of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matters How our audit addressed the key audit matters
Impairment of property, plant and equip-
ment – vessels and barges
•
Property, plant and equipment – vessels
and barges with a carrying amount of
437966(000)USD represent 37% of
the consolidated balance sheet total as
at 31December 2022. Management’s
assessment of the valuation of property,
plant and equipment is significant to our
audit because this process is complex
and requires significant management
judgement.
Reference to disclosures
•
We refer to the consolidated financial
statements, including notes to the
consolidated financial statements: note
14 – Vessels & barges.
•
We considered the process and the internal controls
implemented by management and we carried out
testing relating to the design and implementation of
management’s controls to assess impairment indicators
and perform impairment testing.
• We validated for each cash generating unit if impairment
indicators, as determined by IAS 36, were considered in
the impairment assessment of management.
•
We obtained the appraisal reports from external brokers
which are used by management to test for impairment
indicators and to determine the fair value less costs to sell
(“FVLCTS”) of the vessels.
•
Where relevant, we tested management’s assumptions
used in the value in use (“VIU”) calculations especially the
most critical assumptions such as the post contract charter
rates and discount rates. In challenging these assumptions,
we took into account actual results, negotiated contract
terms, external data, independent market reports, market
conditions and potential climate change related impacts.
•
We evaluated the adequacy of the disclosures regarding
the impairments of property, plant and equipment.
Responsibilities of the board of directors for the preparation of the consolidated financial
statements
The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements
in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with
the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors
determines is necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the board of directors is responsible for assessing the group’s
ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and
using the going concern basis of accounting unless the board of directors either intends to liquidate the group or
to cease operations, or has no other realistic alternative but to do so.
184 5. Financial report
Responsibilities of the statutory auditor for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue a statutory auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to
the audit of consolidated financial statements in Belgium. The scope of the audit does not comprise any assurance
regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the
board of directors in the way that the company’s business has been conducted or will be conducted.
As part of an audit in accordance with ISA, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
group’s internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the board of directors;
conclude on the appropriateness of the use of the going concern basis of accounting by the board of directors
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our statutory auditor’s report to the related disclosures in
the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our statutory auditor’s report. However, future events
or conditions may cause the group to cease to continue as a going concern;
evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities
within the group to express an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the audit committee regarding, amongst other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical requirements
regarding independence, and we communicate with them about all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the audit committee, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our report unless law or regulation precludes any public disclosure about the matter.
1855. Financial report
OTHER LEGAL AND REGULATORY REQUIREMENTS
Responsibilities of the board of directors
The board of directors is responsible for the preparation and the content of the directors’ report on the consolidated
financial statements, the statement of non-financial information attached to the directors’ report on the consolidated
financial statements and other matters disclosed in the annual report on the consolidated financial statements.
Responsibilities of the statutory auditor
As part of our mandate and in accordance with the Belgian standard complementary to the International Standards
on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director’s report
on the consolidated financial statements, the statement of non-financial information attached to the directors’ report
on the consolidated financial statements and other matters disclosed in the annual report on the consolidated
financial statements, as well as to report on these matters.
Aspects regarding the directors’ report on the consolidated financial statements
In our opinion, after performing the specific procedures on the directors’ report on the consolidated financial
statements, this report is consistent with the consolidated financial statements for that same year and has been
established in accordance with the requirements of article 3:32 of the Code of companies and associations.
In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in
particular based on information that we became aware of during the audit, if the directors’ report on the consolidated
financial statements is free of material misstatement, either by information that is incorrectly stated or otherwise
misleading. In the context of the procedures performed, we are not aware of such material misstatement.
The non-financial information as required by article 3:32, §2 of the Code of companies and associations, has been
disclosed in the directors’ report on the consolidated financial statements. This non-financial information has been
established by the company in accordance with the internationally recognised framework. In accordance with article
3:80 §1, 5° of the Code of companies and associations we do not express any opinion on the question whether
this non-financial information has been established in accordance with this internationally recognised framework.
Statements regarding independence
Our audit firm and our network have not performed any prohibited services and our audit firm has remained
independent from the group during the performance of our mandate.
The fees for the additional non-audit services compatible with the statutory audit, as defined in article 3:65 of
the Code of companies and associations, have been properly disclosed and disaggregated in the notes to the
consolidated financial statements.
Single European Electronic Format (ESEF)
In accordance with the draft standard on the audit of the compliance of the financial statements with the Single
European Electronic Format ("ESEF"), we have also performed the audit of the compliance of the ESEF format and of
the tagging with the technical regulatory standards as defined by the European Delegated Regulation No. 2019/815
of 17 December 2018 ("Delegated Regulation").
The board of directors is responsible for the preparation, in accordance with the ESEF requirements, of the
consolidated financial statements in the form of an electronic file in ESEF format (“digital consolidated financial
statements”) included in the annual financial report.
Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and the tagging of the
digital consolidated financial statements comply, in all material respects, with the ESEF requirements as stipulated
by the Delegated Regulation.
Based on our work, in our opinion, the format and the tagging of information in the digital consolidated financial
statements included in the annual financial report of Exmar NV as of 31 December 2022 are, in all material respects,
prepared in accordance with the ESEF requirements as stipulated by the Delegated Regulation.
Other statements
This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation
(EU) No 537/2014.
Signed at Zaventem.
The statutory auditor
Deloitte Bedrijfsrevisoren/Réviseurs d’Entreprises BV/SRL
Represented by
Rik Neckebroeck Ben Vandeweyer
186 5. Financial report
1875. Financial report
5.3
STATUTORY FINANCIAL
STATEMENTS
The statutory accounts of EXMAR NV are disclosed hereafter in a summarised version. The
full version will be filed with the National Bank of Belgium. The full version is available on the
Company’s website (www.exmar.be) and a copy can be obtained free of charge on request.
An unqualified audit opinion has been expressed by the statutory auditor.
(In thousands of USD)
BALANCE SHEET
31/12/2022 31/12/2021
Fixed assets 280,675 541,853
(In-)tangible assets 71 125
Financial assets 280,604 541,728
Current assets 576,413 133,227
Amounts receivable within one year 79,651 67,246
Investments 489,052 12,907
Cash and cash equivalents 6,740 52,634
Accrued income and deferred charges 970 440
Total assets 857,088 675,080
Equity 680,704 564,214
Capital 88,812 88,812
Share premium 209,902 209,902
Reserves 89,976 81,831
Accumulated profits 292,014 183,669
Provisions and deferred taxes 800 9,840
Provisions 800 9,840
Liabilities 175,584 101,026
Amounts payable within one year 175,584 101,026
Total equity and liabilities 857,088 675,080
(In thousands of USD)
STATEMENT OF PROFIT OR LOSS
01/01/2022
31/12/2022
01/01/2021
31/12/2021
Operating income 4,163 7,865
Operating expenses -15,013 -12,371
Operating result -10,850 -4,506
Financial income 268,949 15,534
Financial expenses -21,831 -39,462
Result for the year before tax 236,268 -28,434
Income tax -276 -200
Result for the year 235,992 -28,634
Appropriation of result
Result to be appropriated 419,661 192,447
Transfer from/(to) capital and reserves -8,145 -3,387
Result to be carried forward -292,014 -183,669
Distribution of result -119,502 -5,391