Financial2019 report
Financial report
Consolidated financial statements | 02 |
Notes to the consolidated financial statements | 07 |
Statutory financial statements Euronav NV | 91 |
Statutory auditor's report to the general meeting of Euronav NV as of and | |
for the year ended December 31, 2019 | 94 |
Financial report
Consolidated statement of financial position
(in thousands of USD) | |||
Note | December 31, 2019 | December 31, 2018* | |
ASSETS | |||
Non-current assets | |||
Vessels | 8 | 3,177,262 | 3,520,067 |
Right-of-use assets | 8 | 58,908 | - |
Other tangible assets | 8 | 2,265 | 1,943 |
Intangible assets | - | 39 | 105 |
Receivables | 10 | 71,083 | 38,658 |
Investments in equity accounted investees | 26 | 50,322 | 43,182 |
Deferred tax assets | 9 | 2,715 | 2,255 |
Total non-current assets | 3,362,594 | 3,606,210 | |
Current assets | |||
Bunker inventory | 11 | 183,382 | 22,261 |
Non-current assets held for sale | 3 | 12,705 | 42,000 |
Trade and other receivables | 12 | 308,987 | 283,465 |
Current tax assets | - | 221 | 282 |
Cash and cash equivalents | 13 | 296,954 | 173,133 |
Total current assets | 802,249 | 521,141 | |
TOTAL ASSETS | 4,164,843 | 4,127,351 | |
EQUITY and LIABILITIES | |||
Equity | |||
Share capital | 14 | 239,148 | 239,148 |
Share premium | 14 | 1,702,549 | 1,702,549 |
Translation reserve | - | 299 | 411 |
Hedging reserve | 14 | (4,583) | (2,698) |
Treasury shares | 14 | (45,616) | (14,651) |
Retained earnings | - | 420,058 | 335,764 |
Equity attributable to owners of the Company | 2,311,855 | 2,260,523 | |
Non-current liabilities | |||
Bank loans | 16 | 1,173,944 | 1,421,465 |
Other notes | 16 | 198,571 | 148,166 |
Other borrowings | 16 | 107,978 | - |
Lease liabilities | 16 | 43,161 | - |
Other payables | 18 | 3,809 | 1,451 |
Employee benefits | 17 | 8,094 | 4,336 |
Provisions | 21 | 1,381 | 4,288 |
Total non-current liabilities | 1,536,938 | 1,579,706 | |
Current liabilities | |||
Trade and other payables | 18 | 94,408 | 87,225 |
Current tax liabilities | - | 49 | 41 |
Bank loans | 16 | 49,507 | 138,537 |
Other borrowings | 16 | 139,235 | 60,342 |
Lease liabilities | 16 | 32,463 | - |
Provisions | 21 | 388 | 977 |
Total current liabilities | 316,050 | 287,122 | |
TOTAL EQUITY and LIABILITIES | 4,164,843 | 4,127,351 |
* The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated.
Due to the increased significance of inventory (see accounting policies), the Group has re-presented the comparative information related to bunker inventory to align with the current year presentation.
The accompanying notes on pages 7-90 are an integral part of these consolidated financial statements.
2 Financial report 2019
Consolidated statement of profit or loss
(in thousands of USD except per share amounts) | 2019 | 2018* | 2017* | |
Note | Jan. 1 - Dec 31, 2019 | Jan. 1 - Dec 31, 2018 | Jan. 1 - Dec 31, 2017 | |
Shipping income | ||||
Revenue | 4 | 932,377 | 600,024 | 513,368 |
Gains on disposal of vessels/other tangible assets | 8 | 14,879 | 19,138 | 36,538 |
Other operating income | 4 | 10,094 | 4,775 | 4,902 |
Total shipping income | 957,350 | 623,937 | 554,808 | |
Operating expenses | ||||
Voyage expenses and commissions | 5 | (144,681) | (141,416) | (62,035) |
Vessel operating expenses | 5 | (211,795) | (185,792) | (150,427) |
Charter hire expenses | 5 | (604) | (31,114) | (31,173) |
Loss on disposal of vessels/other tangible assets | 8 | (75) | (273) | (21,027) |
Impairment on non-current assets held for sale | 3 | - | (2,995) | - |
Depreciation tangible assets | 8 | (337,646) | (270,582) | (229,777) |
Depreciation intangible assets | - | (56) | (111) | (95) |
General and administrative expenses | 5 | (66,890) | (66,232) | (46,868) |
Total operating expenses | (761,747) | (698,515) | (541,402) | |
RESULT FROM OPERATING ACTIVITIES | 195,603 | (74,578) | 13,406 | |
Finance income | 6 | 20,572 | 15,023 | 7,266 |
Finance expenses | 6 | (119,803) | (89,412) | (50,729) |
Net finance expenses | (99,231) | (74,389) | (43,463) | |
Gain on bargain purchase | 25 | - | 23,059 | - |
Share of profit (loss) of equity accounted investees | 26 | 16,460 | 16,076 | 30,082 |
(net of income tax) | ||||
PROFIT (LOSS) BEFORE INCOME TAX | 112,832 | (109,832) | 25 | |
Income tax benefit (expense) | 7 | (602) | (238) | 1,358 |
PROFIT (LOSS) FOR THE PERIOD | 112,230 | (110,070) | 1,383 | |
Attributable to: | ||||
Owners of the company | - | 112,230 | (110,070) | 1,383 |
Basic earnings per share | 15 | 0.52 | (0.57) | 0.01 |
Diluted earnings per share | 15 | 0.52 | (0.57) | 0.01 |
Weighted average number of shares (basic) | 15 | 216,029,171 | 191,994,398 | 158,166,534 |
Weighted average number of shares (diluted) | 15 | 216,029,171 | 191,994,398 | 158,297,057 |
- The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated. The accompanying notes on pages 7-90are an integral part of these consolidated financial statements.
Financial report 2019 3
Financial report
Consolidated statement of comprehensive income
(in thousands of USD) | 2019 | 2018* | 2017* |
Note | Jan. 1 - Dec 31, 2019 | Jan. 1 - Dec 31, 2018 | Jan. 1 - Dec 31, 2017 |
Profit (loss) for the period
Other comprehensive income (expense), net of tax Items that will never be reclassified to profit or loss: Remeasurements of the defined benefit liability (asset)
Items that are or may be reclassified to profit or loss: Foreign currency translation differences
Cash flow hedges - effective portion of changes in fair value
Equity-accounted investees - share of other comprehensive income
Other comprehensive income (expense), net of tax
Total comprehensive incom /(expense) for the period
Attributable to:
Owners of the company
112,230 | (110,070) | 1,383 | |
17 | (1,223) | 120 | 64 |
6 | (112) | (157) | 448 |
14 | (1,885) | (2,698) | - |
26 | (720) | (459) | 483 |
(3,940) | (3,194) | 995 | |
108,290 | (113,264) | 2,378 | |
108,290 | (113,264) | 2,378 |
- The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated. The accompanying notes on pages 7-90are an integral part of these consolidated financial statements.
4 Financial report 2019
Consolidated statement of changes in equity
(in thousands of USD) | Share | Share | Translation Hedging | Treasury | Retained | Total | ||
Note | capital | premium | reserve | reserve | shares | earnings | equity | |
Balance at January 1, 2017 | 173,046 | 1,215,227 | 120 | - | (16,102) | 515,665 | 1,887,956 | |
Profit (loss) for the period | - | - | - | - | - | - | 1,383 | 1,383 |
Total other comprehensive income (expense) | - | - | - | 448 | - | - | 547 | 995 |
Total comprehensive income (expense) | - | - | 448 | - | - | 1,930 | 2,378 | |
Transactions with owners of the company | ||||||||
Dividends to equity holders | - | - | - | - | - | - | (44,286) | (44,286) |
Equity-settledshare-based payment | 23 | - | - | - | - | - | 313 | 313 |
Total transactions with owners | - | - | 448 | - | - | (43,973) | (43,973) |
Balance at December 31, 2017
Balance at January 1, 2018
Adjustment on initial application of IFRS 15 (net of tax)
Adjustment on initial application of IFRS 9 (net of tax)
173,046 | 1,215,227 | 568 | - | (16,102) | 473,622 | 1,846,361 |
173,046 | 1,215,227 | 568 | - | (16,102) | 473,622 | 1,846,361 |
- | - | - | - | - | (1,729) | (1,729) |
- | - | - | - | - | (16) | (16) |
Balance at January 1, 2018 adjusted* | 173,046 | 1,215,227 | 568 | - | (16,102) | 471,877 | 1,844,616 | |
Profit (loss) for the period | - | - | - | - | - | - | (110,070) | (110,070) |
Total other comprehensive income (expense) | - | - | - | (157) | (2,698) | - | (339) | (3,194) |
Total comprehensive income (expense) | - | - | (157) | (2,698) | - | (110,409) | (113,264) | |
Transactions with owners of the company | ||||||||
Issue of ordinary shares related to business | 14 | 66,102 | 487,322 | - | - | - | - | 553,424 |
combinations | ||||||||
Dividends to equity holders | - | - | - | - | - | - | (22,629) | (22,629) |
Treasury shares acquired | 14 | - | - | - | - | (3,955) | - | (3,955) |
Treasury shares sold | 14 | - | - | - | - | 5,406 | (3,112) | 2,294 |
Equity-settledshare-based payment | 23 | - | - | - | - | - | 37 | 37 |
Total transactions with owners | 66,102 | 487,322 | - | - | 1,451 | (25,704) | 529,171 | |
Balance at December 31, 2018 | 239,148 | 1,702,549 | 411 | (2,698) | (14,651) | 335,764 | 2,260,523 | |
Balance at January 1, 2019** | 239,148 | 1,702,549 | 411 | (2,698) | (14,651) | 335,764 | 2,260,523 | |
Profit (loss) for the period | - | - | - | - | - | - | 112,230 | 112,230 |
Total other comprehensive income (expense) | - | - | - | (112) | (1,885) | - | (1,943) | (3,940) |
Total comprehensive income (expense) | - | - | (112) | (1,885) | - | 110,287 | 108,290 | |
Transactions with owners of the company | ||||||||
Dividends to equity holders | 14 | - | - | - | - | - | (25,993) | (25,993) |
Treasury shares acquired | 14 | - | - | - | - | (30,965) | - | (30,965) |
Total transactions with owners | - | - | - | - | (30,965) | (25,993) | (56,958) | |
Balance at December 31, 2019 | 239,148 | 1,702,549 | 299 | (4,583) | (45,616) | 420,058 | 2,311,855 |
- The Group initially applied IFRS 15 and IFRS 9 at January 1, 2018. Under the transition methods chosen, comparative information is not restated but the opening balance of 2018 was adjusted following the application of IFRS 15 on Revenue Recognition and IFRS 9 on Financial Instruments.
** The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated.
The accompanying notes on pages 7-90 are an integral part of these consolidated financial statements.
Financial report 2019 5
Financial report
Consolidated statement of cash flows
(in thousands of USD) | 2019 | 2018* | 2017* | |
Note | Jan. 1 - Dec 31, 2019 | Jan. 1 - Dec 31, 2018 | Jan. 1 - Dec 31, 2017 | |
Cash flows from operating activities | ||||
Profit (loss) for the period | 4 | 112,230 | (110,070) | 1,383 |
Adjustments for: | 405,823 | 289,311 | 225,527 | |
Depreciation of tangible assets | 8 | 337,646 | 270,582 | 229,777 |
Depreciation of intangible assets | - | 56 | 111 | 95 |
Impairment on non-current assets held for sale | 3 | - | 2,995 | - |
Provisions | - | (448) | (42) | (160) |
Income tax (benefits)/expenses | 7 | 602 | 239 | (1,358) |
Share of profit of equity-accounted investees, | 26 | (16,460) | (16,076) | (30,082) |
net of tax | ||||
Net finance expenses | 6 | 99,231 | 74,389 | 43,463 |
(Gain)/loss on disposal of assets | 8 | (14,804) | (18,865) | (15,511) |
Equity-settledshare-based payment transactions | 5 | - | 37 | 313 |
Amortization of deferred capital gain | - | - | (1,000) | (1,010) |
Gain on bargain purchase | 25 | - | (23,059) | - |
Changes in working capital requirements | (165,419) | (114,533) | 22,083 | |
Change in cash guarantees | - | (34) | 33 | (52) |
Change in inventory | 11 | (161,121) | (22,261) | - |
Change in receivables from contracts with customers | 12 | (41,001) | (23,589) | 5,938 |
Change in accrued income | 12 | (3,051) | (6,393) | (1,499) |
Change in deferred charges | 12 | (2,078) | 18,848 | (3,648) |
Change in other receivables | 10-12 | 22,393 | (77,876) | 28,773 |
Change in trade payables | 18 | 6,471 | (8,181) | 1,165 |
Change in accrued payroll | 18 | (2,282) | (11,000) | 1,014 |
Change in accrued expenses | 18 | 3,473 | 18,839 | (6,727) |
Change in deferred income | 18 | 10,028 | (2,265) | (3,726) |
Change in other payables | 18 | (806) | (1,304) | 18 |
Change in provisions for employee benefits | 17 | 2,589 | 616 | 827 |
Income taxes paid during the period | - | (993) | (67) | 11 |
Interest paid | 6-19 | (98,852) | (67,209) | (39,595) |
Interest received | 6-12 | 6,602 | 3,409 | 636 |
Dividends received from equity-accounted investees | 26 | 12,600 | - | 1,250 |
Net cash from (used in) operating activities | 271,991 | 841 | 211,295 | |
Acquisition of vessels | 8 | (7,024) | (237,476) | (176,687) |
Proceeds from the sale of vessels | 8 | 86,235 | 26,762 | 96,880 |
Acquisition of other tangible assets and prepayments | 8 | (1,015) | (588) | (1,203) |
Acquisition of intangible assets | - | (14) | (1) | (11) |
Proceeds from the sale of other (in)tangible assets | 8 | 30 | - | 29 |
Loans from (to) related parties | 26 | (31,713) | 134,097 | 40,750 |
Acquisition of subsidiaries or from business | 25 | - | 126,288 | - |
combinations, net of cash acquired | ||||
Purchase of shares in equity-accounted investees | 26 | (4,000) | - | - |
Proceeds from sale of subsidiaries | 25 | - | 140,960 | - |
Lease payments received from finance leases | - | 1,251 | - | - |
Net cash from (used in) investing activities | 43,750 | 190,042 | (40,242) |
6 Financial report 2019
Consolidated statement of cash flows
(in thousands of USD) | 2019 | 2018* | 2017* |
Note | Jan. 1 - Dec 31, 2019 | Jan. 1 - Dec 31, 2018 | Jan. 1 - Dec 31, 2017 |
(Purchase of) Proceeds from sale of treasury shares Proceeds from new borrowings
Proceeds from sale and leaseback Repayment of borrowings Repayment of lease liabilities
Transaction costs related to issue of loans and borrowings
Dividends paid
Net cash from (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Net cash and cash equivalents at the beginning of the period
Effect of changes in exchange rates
Net cash and cash equivalents at the end of the period
of which restricted cash
14 | (30,965) | (1,661) | - |
16 | 1,099,701 | 983,882 | 526,024 |
16 | 124,425 | - | - |
16 | (1,318,398) | (1,115,894) | (710,993) |
16 | (30,214) | - | - |
16 | (9,721) | (3,849) | (5,874) |
14 | (26,015) | (22,643) | (44,133) |
(191,187) | (160,165) | (234,976) | |
124,554 | 30,718 | (63,923) | |
13 | 173,133 | 143,648 | 206,689 |
- | (733) | (1,233) | 882 |
13 | 296,954 | 173,133 | 143,648 |
- | 79 | 115 |
* The Group initially applied IFRS 16 at January 1, 2019, using the modified retrospective approach. Under this approach, comparative information is not restated.
Due to the increased significance of inventory (see accounting policies), the Group has re-presented the comparative information related to bunker inventory to align with the current year presentation.
The accompanying notes on pages 7-90 are an integral part of these consolidated financial statements.
Notes to the consolidated financial statements for the year ended 31 December 2019
Note 1 | Significant accounting policies | Note 16 | Interest-bearing loans and borrowings |
Note 2 | Segment reporting | Note 17 | Employee benefits |
Note 3 | Assets and liabilities held for sale and discontinued | Note 18 | Trade and other payables |
operations | Note 19 | Financial instruments - market and other risks | |
Note 4 | Revenue and other operating income | Note 20 | Leases |
Note 5 | Expenses for shipping activities and other | Note 21 | Provisions and contingencies |
expenses from operating activities | Note 22 | Related parties | |
Note 6 | Net finance expense | Note 23 | Share-based payment arrangements |
Note 7 | Income tax benefit (expense) | Note 24 | Group entities |
Note 8 | Property, plant and equipment | Note 25 | Business combinations |
Note 9 | Deferred tax assets and liabilities | Note 26 | Equity-accounted investees |
Note 10 | Non-current receivables | Note 27 | Major exchange rates |
Note 11 | Bunker inventory | Note 28 | Audit fees |
Note 12 | Trade and other receivables - current | Note 29 | Subsequent events |
Note 13 | Cash and cash equivalents | Note 30 | Statement on the true and fair view of the |
Note 14 | Equity | consolidated financial statements and the fair | |
Note 15 | Earnings per share | overview of the management report |
Financial report 2019 7
Financial report
Note 1 - Significant accounting policies
1. Reporting Entity
Euronav NV (the "Company") is a company domiciled in Belgium. The address of the Company's registered office is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The consolidated financial statements of the Company comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interests in associates and joint ventures.
Euronav NV is a fully-integrated provider of international maritime shipping and offshore services engaged in the transportation and storage of crude oil. The Company was incorporated under the laws of Belgium on June 26, 2003, and grew out of three companies that had a strong presence in the shipping industry; Compagnie Maritime Belge NV, or CMB, formed in 1895, Compagnie Nationale de Navigation SA, or CNN, formed in 1938, and Ceres Hellenic formed in 1950. The Company started doing business under the name "Euronav" in 1989 when it was initially formed as the international tanker subsidiary of CNN. Euronav NV merged in 2018 with Gener8 Maritime, Inc, which became a wholly-owned subsidiary of Euronav NV. Through the merger Euronav NV has an operating fleet of more than 70 tankers and is a leading independent large crude tanker operator in the world.
Euronav NV charters its vessels to leading international energy companies. The Company pursues a chartering strategy of primarily employing its vessels on the spot market, including through the Tankers International (TI) Pool and also under fixed-rate contracts and long-term time charters, which typically include a profit sharing component.
A spot market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, the Company pays voyage expenses such as port, canal and bunker costs. Spot charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenues generated by the Company in the spot market are less predictable, the Company believes their exposure to this market provides them with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. The Company principally employs and commercially manages their VLCCs through the TI Pool, a leading spot market-oriented VLCC pool in which other third-party shipowners with vessels of similar size and quality participate along with the Company. The Company participated in the formation of the TI Pool in 2000 to allow themselves and other TI Pool participants, to gain economies of scale, obtain increased cargo flow of information, logistical efficiency and greater vessel utilization.
Time charters provide the Group with a fixed and stable cash
flow for a known period of time. Time charters may help the Group mitigate, in part, its exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. The Group may when the cycle matures or otherwise opportunistically employ more of its vessels under time charter contracts as the available rates for time charters improve. The Group may also enter into time charter contracts with profit sharing arrangements, which the Group believes will enable it to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract.
The Group currently deploys its two FSOs as floating storage units under service contracts with North Oil Company, in the offshore services sector.
2. Basis of accounting
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and as adopted by the European Union as of December 31, 2019.
This is the first set of the consolidated financial statements in which IFRS 16 Leases has been applied. Changes in significant accounting policies are described in policy 6. All other accounting policies have been consistently applied for all periods presented in the consolidated financial statements unless disclosed otherwise.
The consolidated financial statements were authorized for issue by the Board of Directors on March 24, 2020.
3. Basis of measurement
The consolidated financial statements have been prepared on the historical cost basis except for the following material items in the statement of financial position:
- Derivative financial instruments are measured at fair value
- Non-currentassets held for sale are recognized at fair value less cost of disposal if it is lower than their carrying amount
4. Functional and presentation currency
The consolidated financial statements are presented in USD, which is the Company's functional and presentation currency. All financial information presented in USD has been rounded to the nearest thousand except when otherwise indicated.
5. Use of judgements and estimates
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets and liabilities, income and expenses.
8 Financial report 2019
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which are the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
A. Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statement is included in the following notes:
- Note 8 - Impairment;
- Note 25 - Business Combination and
- Note 20 - Lease term: whether the Group is reasonably certain to exercise renewal, termination, purchase options.
B. Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts in the next financial years is included in the following notes:
- Note 8 - Impairment test: key assumptions underlying the recoverable amount;
- Note 9 - Measurement of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized and
- Note 20 - Leases: key assumptions underlying the lease liability and right-of-use asset, e.g. lease term, lease payments and estimate on residual value guarantee.
Measurement of fair values
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the CFO.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Group Audit and Risk Committee.
When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
-
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices). - Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Further information about the assumptions made in measuring fair values is included in the following notes:
- Note 3 - Assets and liabilities held for sale and discontinued operations ;
- Note 19 - Financial instruments and
- Note 23 - Share-based payment arrangements.
6. Changes in significant accounting policies
The Group initially applied IFRS 16 Leases from 1 January 2019. A number of other new standards are also effective from 1 January 2019 but they do not have a material effect on the consolidated financial statements.
- Annual Improvements to IFRS Standards 2015-2017 Cycle - Amendments to IAS 19: Plan Amendment, Curtailment of
Settlement
- IFRIC 23 Uncertainty over Income Tax Treatments - Amendments to IFRS 9: Prepayment Features with Negative
Compensation
- Amendments to IAS 28: Long-term Interests in Associates and Joint Ventures
The Group applied IFRS 16 using the modified retrospective approach, under which the cumulative effect of initial application is recognized in retained earnings at 1 January 2019. Accordingly, the comparative information presented for 2018 is not restated - i.e. it is presented, as previously reported, under IAS 17 and related interpretations. The details of the changes in accounting policies are disclosed below. Additionally, the disclosure requirements in IFRS 16 have not been applied to comparative information. The Group initially applied IFRS 15 and IFRS 9 at January 1, 2018. Under the transition methods chosen, comparative information is not restated but the opening balance of 2018 was adjusted
Financial report 2019 9
Financial report
following the application of IFRS 15 on Revenue Recognition and IFRS 9 on Financial Instruments.
A. Definition of a lease
Previously, the Group determined at contract inception whether an arrangement was or contained a lease under IFRIC 4 Determining whether an Arrangement contains a Lease. The Group now assesses whether a contract is or contains a lease based on the definition of a lease. Under IFRS 16, a contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Group applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed for whether there is a lease under IFRS 16. Therefore, the definition of a lease under IFRS 16 was applied only to contracts entered into or changed on or after 1 January 2019.
B. As a lessee
As a lessee, the Group leases primary vessels under bare boat charters, office rental and company cars. The Group previously classified these leases as operating leases (not as finance lease) under IAS 17 based on its assessment of whether the lease transferred significantly all of the risks and rewards incidental to ownership of the underlying asset to the Group. Under IFRS 16, the Group recognizes right-of-use assets, representing its right to use the underlying assets, and lease liabilities, representing its obligation to make lease payments, for most of these leases - i.e. these leases are on-balance sheet.
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone price.
Previously, the Group classified these leases as operating leases under IAS17. On transition, for these leases, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Group's incremental borrowing rate (see policy 5D). Right-of-use assets were measured at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.
The Group tested its right-of-use assets for impairment on the date of transition. The onerous contract practical expedient was applied at transition date.
On transition to IFRS 16, the Group elected to apply practical expedients. In particular, the Group did not recognize right- of- use assets and liabilities for leases for which the lease term ends within 12 months of the date of initial application and did not recognize right-of-use assets and liabilities for leases of low value assets (e.g. IT equipment). Accordingly, those lease payments were recognized as an expense and there was no impact on transition. The practical expedients regarding
hindsight, discount rate, and no initial direct costs were not used.
Lease and non-lease components in the contracts are separated.
C. As a lessor
The Group leases out some of its vessels under long-term time charter agreements and a number of vessels are employed in the TI Pool under floating time charter agreements. Furthermore the Group subleases office space to third parties in certain leased offices of Euronav UK and Euronav MI II Inc (formerly Gener8 Maritime Inc.).
The floating time charter agreements under which vessels are employed by the TI Pool no longer meets the definition of a lease under IFRS 16 and accordingly are accounted for under IFRS 15 Revenue from Contracts with Customers since January 1, 2019. This did not have a material impact on the Group's consolidated revenue.
For certain vessels employed under long-term time charter agreements, the adoption of IFRS 16 required the Group to separate the lease and non-lease component in the contract, with the lease component qualified as operating lease and the non-lease component accounted for under IFRS 15. This did not have a material impact for the Group.
The Group sub-leases some of its properties. Under IAS 17, the head lease and sub-lease contracts were classified as operating leases. The Group assessed the classification of the sub-lease contracts with reference to the right-of-use asset rather than the underlying asset, and concluded that they are finance leases under IFRS 16. For the sub-lease contracts that qualify as finance lease, the right of use asset related to the head lease was derecognized and a lease receivable relating to the sublease was recognized. The lease liability from the head lease continued to be recognized.
Generally, the accounting policies applicable to the Group as a lessor in the comparative period were not different from IFRS 16 except for the classification of the sub-lease that resulted in a finance lease classification.
(in million of USD) | |
D. Impact on financial statements | January 1, 2019 |
On transition to IFRS 16, the Group, as a lessee, recognized |
additional right-of-use assets and additional lease liabilities,
Retained earnings | - |
recognizing the difference in retained earnings at January 1, | |
Right-of-use assets | 87.6 |
2019. The impact on transition is summarized | below. |
Lease receivables | 11.4 |
Lease liabilities | 105.3 |
The right-of-use assets were reduced by USD 11.4 million which represents the lease receivables related to the subleases that qualify as finance lease under IFRS 16, by USD 3 million related to a deferred gain on a previous sale-and-leaseback transaction and by USD 3.2 million related to onerous lease contracts. The adoption of IFRS 16 did not have an impact on retained earnings as of January 1, 2019.
10 Financial report 2019
For the impact of IFRS 16 on profit or loss for the period, see Note 20. For the impact of IFRS 16 on segment information, see Note 2. For the details of accounting policies under IFRS 16 and IAS17, see accounting policy 19.
When measuring lease liabilities for leases as a lessee that were classified as operating leases, the Group discounted lease payments using its incremental borrowing rate at 1 January 2019. The weighted-average rate applied is 6% and was determined by country and by term of the leases and take into account the Company's credit profile.
(in thousands of USD)
January 1, 2019 | |
Operating lease commitments at 31 | 120,304 |
December 2018 as disclosed under IAS 17 | |
- Recognition exemption for leases | |
with less than 12 months of lease term | (40) |
at transition | |
- Separation of non-lease component | (761) |
Lease liabilities, not discounted | 119,503 |
Discount effect | (14,235) |
Lease liabilities recognized at | 105,268 |
January 1, 2019 | |
As a result of initially applying IFRS 16, in relation to the leases that were previously classified as operating leases, the Group recognized USD 58.9 million of right-of-use assets and USD 75.6 million of lease liabilities as at December 31, 2019. Also in relation to those leases under IFRS 16, the Group has recognized USD (29.3) million depreciation charges and USD (4.8) million interest expenses, instead of operating (lease) expenses.
7. Basis of Consolidation
7.1. Business Combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to 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.
For acquisitions the Group measures goodwill at the acquisition date as:
- the fair value of the consideration transferred; plus
- the recognized amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less
- the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts generally are recognized in profit or loss. Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred. Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.
7.2. Non-controlling interests (NCI)
NCI are measured at their proportionate share of the acquiree's identifiable net assets at the date of acquisition. Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
7.3. 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 the control commences until the date on which control ceases.
7.4. Loss of control
On the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any 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 or loss. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as a Fair Value through Other Comprehensive Income ("FVOCI") or Fair Value through Profit or Loss ("FVTPL") financial asset depending on the level of influence retained.
7.5. Interests in equity-accounted investees
The Group's interests in equity-accounted investees comprise interest 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. 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.
Interests in associates and joint ventures are accounted for using the equity method. They are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and other comprehensive income ("OCI") of equity-accounted investees, until the date on which significant influence or joint control ceases.
Financial report 2019 11
Financial report
Interests in associates and joint ventures include any long- term interests that, in substance, form part of the Group's investment in those associates or joint ventures and include unsecured shareholder loans for which settlement is neither planned nor likely to occur in the foreseeable future, which, therefore, are an extension of the Group's investment in those associates and joint ventures. The Group's share of losses that exceeds its investment is applied to the carrying amount of those loans. After the Group's interest is reduced to zero, a liability is recognized to the extent that the Group has a legal or constructive obligation to fund the associates' or joint ventures' operations or has made payments on their behalf.
7.6. Transactions eliminated on consolidation
Intragroup balances and transactions, and any unrealized gains arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the underlying asset to the extent of the Group's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
8. Foreign currency
8.1. Foreign currency transactions
Transactions in foreign currencies are translated to USD at the foreign exchange rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to USD at the foreign exchange rate applicable at that date. Non- monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are generally recognized in profit or loss. However, foreign currency differences arising from the translation of the following items are recognized in OCI:
- a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; and
- qualifying cash flow hedges to the extent that the hedges are effective.
8.2. Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at rates approximating the exchange rates at the dates of the transactions.
Foreign currency differences are recognized directly in equity (Translation reserve). When a foreign operation is disposed of, in part or in full, the relevant amount in the translation reserve is transferred to profit or loss.
9. Financial Instruments
Recognition and initial measurement
Trade receivables, debt securities issued and subordinated liabilities are initially recognized when they are originated. All other financial assets and financial liabilities (including liabilities designated FVTPL) are initially recognized on the trade date, which is the date that the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component which is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.
Financial liabilities are recognized initially at fair value less any directly attributable transaction costs.
The fair values of quoted investments are based on current bid prices. If the market for a financial asset is not active (and for unlisted securities), the Group establishes fair value by using valuation techniques. These include the use of recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models refined to reflect the issuer's specific circumstances.
Financial assets and liabilities are offset and the net amount is presented in the statement of financial position when, and only when, the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
9.1. Financial assets
Classification and subsequent measurement
On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI - debt investment; FVOCI
- equity instrument; or fair value through profit or FVTPL. The classification of financial assets under IFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objectives is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
12 Financial report 2019
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers:
- contingent events that would change the amount or timing of cash flows;
- terms that may adjust the contractual coupon rate, including variable-rate features;
- prepayment and extension features; and
- terms that limit the Group's claim to cash flows from specified assets (e.g. non-resource features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early
termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
These assets are subsequently | |
Finanvcial assets | measured at fair value. Net gains and |
at FVTPL | losses, including any interest or dividend |
income, are recognized in profit or loss. | |
These assets are subsequently | |
measured at amortized cost using the | |
effective interest method. The amortized | |
Financial assets | cost is reduced by impairment losses |
(see accounting policy 12 below). | |
at amortized cost | |
Interest income, foreign exchange | |
gains and losses and impairment are | |
recognized in profit or loss. Any gain or | |
loss on derecognition is recognized in | |
profit or loss. | |
These assets are subsequently | |
measured at fair value. Interest income | |
calculated using the effective interest | |
Debt investments | method, foreign exchange gains and |
losses and impairment are recognized in | |
at FVOCI | |
profit or loss. Other net gains and losses | |
are recognized in OCI. On derecognition, | |
gains and losses accumulated in OCI are | |
reclassified to profit or loss. | |
These assets are subsequently | |
measured at fair value. Dividends are | |
recognized as income in profit or loss | |
Equity investments | unless the dividend clearly represents |
at FVOCI | a recovery of part of the cost of the |
investment. Other net gains and losses | |
are recognized in OCI and are never | |
reclassified to profit or loss. | |
Derecognition
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all the 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 of the financial asset.
The Group enters into transactions whereby it transfers assets recognized in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases the transferred assets are not derecognized. Any interest in such transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.
9.2. Financial liabilities
Classification and subsequent measurement
Financial liabilities are classified as measured at amortized cost or FVTPL.
A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Financial report 2019 13
Financial report
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gains or loss on derecognition is also reccognized in profit or loss.
Derecognition
The Group derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expired. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
Non-derivative financial liabilities comprise loans and borrowings, bank overdrafts, and trade and other payables. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purpose of the statement of cash flows.
9.3. Derivative financial instruments
Derivative financial instruments and hedge accounting
The Group from time to time may enter into derivative financial instruments to hedge its exposure to market fluctuations, foreign exchange and interest rate risks arising from operational, financing and investment activities.
Derivative are initially measured at fair value; attributable transaction costs are expensed as incurred. Subsequent to initial recognition, derivatives are remeasured at fair value, and changes therein are generally recognized in profit or loss.
The group designated certain derivatives as hedging instruments to hedge the variability in cash flows.
The Group ensure that hedge accounting relationships are aligned with its risk management objectives and strategy and apply a more qualitative and forward looking approach in assessing hedge effectiveness. On initial designation of the derivative as hedging instrument, the Group formally documents the economic relationship between the hedging instrument(s) and hedged item(s), including the risk management objective(s) and strategy for undertaking the hedge. The Group also documents the methods that will be used to assess the effectiveness of the hedging relationship and makes an assessment whether the hedging instruments are expected to be "highly effective" in offsetting the changes in the cash flows of the respective hedged items during the period for which the hedge is designated.
On an ongoing basis, the Group assesses whether the hedge relationship continues and is expected to continue to remain highly effective using retrospective and prospective quantitative and qualitative analysis.
Cash flow hedges
When a derivative is designated as the hedging instrument in a hedge of the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in OCI and presented in the hedging reserve in equity. The amount recognized in OCI is removed and included in profit or loss in the same period as the hedged cash flows affect profit or loss under the same line item in the statement of profit or loss as the hedged item. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.
The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange contracts ('forward points') is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve within equity.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a non-financial item, it is included in the non-financial item's cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the balance in equity is reclassified to profit or loss.
9.4. Share capital
Ordinary share capital
Ordinary share capital is classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.
Repurchase of share capital
When share capital recognized as equity is repurchased, the amount of the consideration paid, including directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and presented in the reserve for own shares. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase in equity, and the resulting surplus or deficit on the transaction is presented in retained earnings.
14 Financial report 2019
9.5. Compound financial instruments
Compound financial instruments issued by the Group comprise Notes denominated in USD that can be converted to ordinary shares at the option of the holder, when the number of shares is fixed and does not vary with changes in fair value.
The liability component of compound financial instruments is initially recognized at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognized as the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity component in proportion to their initial carrying amounts.
Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.
Interest related to the financial liability is recognized in profit and loss. On conversion, the financial liability is reclassified to equity and no gain or loss is recognized.
10. Goodwill and intangible assets
10.1. Goodwill
Goodwill that arises on the acquisition of subsidiaries is presented as an intangible asset. For the measurement of goodwill at initial recognition, refer to accounting policy 6.
After initial recognition goodwill is measured at cost less accumulated impairment losses, refer to accounting policy 11. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment, and any impairment loss is allocated to the carrying amount of the equity accounted investee as a whole.
10.2. Intangible assets
Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and impairment losses, refer to accounting policy 11. The cost of an intangible asset acquired in a separate acquisition is the cash paid or the fair value of any other consideration given. The cost of an internally generated intangible asset includes the directly attributable expenditure of preparing the asset for its intended use.
10.3. Subsequent expenditure
Subsequent expenditure on intangible assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates and its cost can be measured reliably. All other expenditure is expensed as incurred.
10.4. Amortization
Amortization is charged to the income statement on a straight- line basis over the estimated useful lives of the intangible assets from the date they are available for use. The estimated useful lives are as follows:
Software: | 3 - 5 years |
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
11. Vessels, property, plant and equipment
11.1. Owned assets
Vessels and items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation (see below) and impairment losses, refer to accounting policy 11.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of assets includes the following:
- The cost of materials and direct labour;
- Any other costs directly attributable to bringing the assets to a working condition for their intended use;
- When the Group has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the items and restoring the site on which they are located; and
- Capitalized borrowing costs.
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment, refer to accounting policy 11.6.
Gains and losses on disposal of a vessel or of another item of property, plant and equipment are determined by comparing the net proceeds from disposal with the carrying amount of the vessel or the item of property, plant and equipment and are recognized in profit or loss. For the sale of vessels, transfer of risk and rewards usually occurs upon delivery of the vessel to the new owner.
11.2. Assets under construction
Assets under construction, especially newbuilding vessels, are accounted for in accordance with the stage of completion of the newbuilding contract. Typical stages of completion are the milestones that are usually part of a newbuilding contract: signing or receipt of refund guarantee, steel cutting, keel laying, launching and delivery. All stages of completion are guaranteed by a refund guarantee provided by the shipyard.
11.3. Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the item of property, plant and equipment and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. All other expenditure is recognized in the consolidated statement of profit or loss as an expense as incurred.
11.4. Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.
11.5. Depreciation
Depreciation is charged to the consolidated statement of profit
Financial report 2019 15
Financial report
or loss on a straight-line basis over the estimated useful lives of vessels and items of property, plant and equipment. The right-of-use asset is 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 basis of those of property and equipment (refer to accounting policy 18). Land is not depreciated.
Vessels and items of property, plant and equipment are depreciated from the date that they are available for use. Internally constructed assets are depreciated from the date that the assets are completed and ready for use.
The estimated useful lives of significant items of property, plant and equipment are as follows:
tankers | 20 years | |
FSO/FpSO/FPSO | 25 years | |
plant and equipment | 5 - 20 years | |
fixtures and fittings | 5 - 10 years | |
other tangible assets | 3 - 20 years | |
dry-docking | 2.5 - 5 years |
Vessels are estimated to have a zero residual value. Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
11.6. Dry-docking - component approach
Whereanitemofproperty,plantandequipmentcomprisesmajor components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in dry-dock. Components installed during dry- dock with a useful life of more than 1 year are depreciated over their estimated useful-life.
12. Impairment
12.1 Non-derivativefinancial assets Financial instruments and contract assets
The impairment model applies to financial assets measured at amortized cost, contract assets and debt investments at
FVOCI.
The financial assets at amortized cost consist of trade and other receivables, cash and cash equivalents and non-current receivables.
Under IFRS 9, loss allowances are measured on either of the following bases:
- 12-month 'expected credit loss' (ECL): these are ECLs that result from possible default events within the 12 months after the reporting date; and
- lifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument.
The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured as
12-month ECLs:
- debt securities that are determined to have low credit risk at the reporting date; and
- other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowances for trade receivables are measured at an amount equal to lifetime ECLs.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 180 days past due. The financial assets that are more than 180 days past due, which mainly relates to demurrage and TI pool outstandings, are followed up closely and as long as their collection is highly probable, they are not considered in default.
The Group considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held).
The cash and cash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P. Derivatives are entered into with banks and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P.
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
Measurement of ECLs
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between cash flows due to the entity in accordance with the contract and cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
16 Financial report 2019
Presentation of allowance for ECL
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. The impairment loss on trade receivable has been presented in 'general and administrative expenses'
For debt securities at FVOCI, the loss allowance is recognized in OCI, instead of being recorded in the statement of profit or loss.
Impairment losses on other financial assets are not presented separately in the statement of profit or loss and OCI, because the amount is not material. It has been presented as part of the line 'finance expenses'.
Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. The Group calculates the ELC on trade and other receivables based on actual credit loss experience over the past 10 years taking into account reasonable and supportable forecast of future economic conditions.
12.2. Non-financial assets
The carrying amounts of the Group's non-financial assets, other than deferred tax assets(refer to accounting policy 21), inventory and contract assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. Goodwill is tested annually for impairment.
For the purpose of impairment testing, assets 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 CGU's. Goodwill acquired in a business combination is allocated to groups of CGU's that are expected to benefit from the synergies of the combination. The recoverable amount of an asset or CGU is the greater of its fair value less cost to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Future cash flows are based on current market conditions, historical trends as well as future expectations.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss.
An impairment loss recognized for goodwill shall not be reversed. For other assets, 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 amortization, if no impairment loss had been recognized.
Tankers
The Group analyzes the following internal and external indicators are reviewed to assess whether tankers might be impaired:
- the obsolescence or physical damage of an asset;
- significant changes in the extent or manner in which vessels are (or are expected to be) used that have (or will have) an adverse effect on the entity;
- plans to dispose of assets before the previously expected date of disposal;
- indications that the performance of a CGU is, or will be, worse than expected;
- significant increases in cash flows for acquiring, operating or maintaining vessels that are significantly higher than originally budgeted;
- net cash flows or operating profits that are lower than originally budgeted;
- net cash outflows or operating losses;
- market capitalization below net asset value;
- a significant and unexpected decline in market value of vessels;
- significant adverse effects in the technological, market, economic, legal and regulatory environment;
- increases in market interest rates.
Euronav defines its cash generating unit as a single vessel, unless such vessel is operated in a profit-sharing pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit.
When events and changes in circumstances indicate that the carrying amount of the asset or CGU might not be recovered, the Group performs an impairment test whereby the carrying amount of the asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost to sell. In assessing value in use, assumptions are made regarding forecast charter rates, using the weighted average of past and ongoing shipping cycles including management judgement for the ongoing cycle and for the weighting factors applied, the weighted average cost of capital ('WACC'), the useful life of the vessels (20 years for tankers) and a residual value. After careful consideration of the trends in the shipping industry, the Group elected to retain residual values for its vessels equal to zero. Although management believes that its process to determine the assumptions used to evaluate the carrying amount of the assets, when required, are reasonable and appropriate, such assumptions are subject to judgement. Management is assessing continuously the resilience of its projections to the business cycles that can be observed in the tankers market, and concluded that a business cycle approach provides a better long-term view of the dynamics at play in the industry. By defining a shipping cycle from peak to peak over the last 20 years and including management's expectation of the completion of the current cycle, management is better able to capture the full length of a business cycle while also giving more weight to recent and current market experience. The current cycle is forecasted based on management judgement, analyst reports and past experience.
Financial report 2019 17
Financial report
FSOs
In the context of the valuation of the Group's investments in the respective joint ventures, the Group also reviews internal and external indicators, similar to the ones used for tankers, to assess whether the FSOs might be impaired. When events and changes in circumstances indicate that the carrying amount of the assets might not be recovered, the Group performs an impairment test on the FSO vessels owned by TI Asia Ltd and TI Africa Ltd, based on a value in use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value in use, assumptions are made regarding forecast charter rates, weighted average cost of capital ('WACC'), the useful life of the FSOs (25 years) and a residual value. After careful consideration of the trends in the shipping industry, the Group elected to retain residual values for its vessels equal to zero.
The value in use calculation for FSOs, when required, is based on the remaining useful life of the vessels as of the reporting date, and forecast charter rates are determined using fixed daily rates as well as management's best estimate of daily rates for future unfixed periods. The FSO Asia and the FSO Africa are on a five years timecharter contract to North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & gas Limited and Total E&P Golfe Limited, until July 22, 2022 and September 22, 2022, respectively.
13. 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 generally the assets or disposal group are measured at the lower of their carrying amount and fair value less cost of disposal. 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 inventories, financial assets, deferred tax assets, employee benefit assets or investment property, which continue to be measured in accordance with the Group's accounting policies. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.
Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated, and any equity-accounted investee is no longer equity accounted.
14. Bunker inventory
The Group has been purchasing compliant bunker fuel for future use by its vessels. Bunkers are presented as inventory and are accounted for on a weighted average basis. The cost of inventories comprises of the purchase price, fuel inspection
costs and transport and handling costs. The effective portion of the change in fair value of derivatives designated as cash flow hedges of the underlying price index between the date of purchase and the date of delivery is also recognized as an inventory cost. The ineffective portion of the change in fair value of these derivatives is recognized directly in profit or loss.
The inventory is accounted for at the lower of cost and net realizable value with cost being determined on a weighted average basis.
Bunker expenses are recognized in profit or loss upon consumption.
15. Employee benefits
15.1. Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognized as an employee benefit expense in profit or loss in the periods during which related services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the services are discounted to their present value. The calculation of defined contribution obligations is performed annually by a qualified actuary using the projected unit credit method.
15.2. Defined benefit plans
The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
The calculation of defined benefit obligations 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 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 of plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized 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 recognized in profit and loss.
18 Financial report 2019
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 recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined plan when the settlement occurs.
15.3. Other long term employee benefits
The Group's net obligation in respect of long-term employee benefits, other than pension plans, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation is calculated using the projected unit credit method and is discounted to its present value and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on
- credit rated bonds that have maturity dates approximating the terms of the Group's obligations and that are denominated in the currency in which the benefits are expected to be paid. Remeasurements are recognized in profit or loss in the period in which they arise.
15.4. Termination benefits
Termination benefits are recognized as an expense when the Group is demonstrably committed, without realistic possibility or withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized 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.
15.5. 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 recognized 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.
15.6. Share-based payment transactions
The grant-date fair value of equity-settledshare-based payment awards granted to employees is generally recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
The fair value of the amount payable to beneficiaries in respect of "phantom stock unit" grants, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the beneficiaries
become unconditionally entitled to payment.
The fair value of the Transaction Based Incentive Plan is being determined by using a binominal model with cost being spread of the expected vesting period over the various tranches.
The fair value of the Long term incentive plan is remeasured at each reporting date and at settlement based on the fair value of the phantom stock units. Any changes in the liability are recognized in profit or loss.
16. Provisions
A provision is recognized when the Group has a legal or constructive obligation that can be estimated reliably, as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. The 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. The unwinding of the discount is recognized as finance cost.
Restructuring
A provision for restructuring is recognized when the Group has approved a detailed and formal restructuring plan, and the restructuring has either commenced or has been announced publicly. Future operating costs are not provided for.
Onerous contracts
A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognizes any impairment loss on the assets associated with that contract.
17. Revenue
17.1. Pool Revenues
Aggregated revenue recognized on a daily basis from vessels operating on voyage charters in the spot market and on contract of affreightment ("COA") within the pool is converted into an aggregated net revenue amount by subtracting aggregated voyage expenses (such as fuel and port charges) from gross voyage revenue. These aggregated net revenues are combined with aggregated floating time charter revenues to determine aggregated pool Time Charter Equivalent revenue ("TCE"). Aggregated pool TCE revenue is then allocated to pool partners in accordance with the allocated pool points earned for each vessel that recognizes each vessel's earnings capacity based on its cargo, capacity, speed and fuel consumption performance and actual on hire days. The TCE revenue earned by our vessels operated in the pools is equal to the pool point rating of the vessels multiplied by time on hire, as reported by the pool manager.
Revenue from the floating time charter agreements under which vessels are employed by the TI Pool is accounted for under IFRS 15 Revenue from Contracts with Customers.
Financial report 2019 19
Financial report
17.2. Time - and Bareboat charters
As a lessor, the Group leases out some of its vessels under time charters and bareboat charters, refer to accounting policy
19. Lessors shall classify each lease as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise a lease is classified as an operating lease.
Revenues from time charters and bareboat charters are accounted for as operating leases and are recognized on a straight line basis over the periods of such charters, as service is performed (refer to accounting policy 19.A.2). IFRS 16 requires the Group to separate lease and non-lease components, with the lease component qualifying as operating lease under IFRS16 and the service components accounted for under IFRS 15.
17.3. Spot voyages
As from 1 January 2018, the Group applied IFRS 15. Voyage revenue is recognized over time for spot charters on a load- to-discharge basis. Progress is determined based on time elapsed. Voyage expenses are expensed as incurred unless they are incurred between the date on which the contract was concluded and the next load port. They are then capitalized if they qualify as fulfillment costs and if they are expected to be recovered.
When our vessels cannot start or continue performing its obligation due to other factors such as port delays, a demurrage is paid. The applicable demurrage rate is stipulated in the contract. Demurrage which occurs at the discharge port is recognized as incurred. As demurrage is often a commercial discussion between Euronav and the charterer, the outcome and total compensation received for the delay is not always certain. As such, Euronav only recognizes the revenue which is highly probable to be received. No revenue is recognized if the collection of the consideration is not probable. The amount of revenue recognized is estimated based on historical data. The Group updates its estimate on an annually basis.
Payment is typically done at the end of the voyage. There is no specific financing component.
18. Gain and losses on disposal of vessels
In view of their importance the Group reports capital gains and losses on the sale of vessels as a separate line item in the consolidated statement of profit or loss. For the sale of vessels, transfer of control usually occurs upon delivery of the vessel to the new owner.
19. Leases
The Group has applied IFRS 16 using the modified retrospective approach and therefore the comparative information has not been restated and continues to be reported under IAS 17 and IFRIC 4.
A. Policy applicable from 1 January 2019
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. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
The policy is applied to contracts entered into, on or after 1 January 2019
1. As a lessee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at the amount equal to the lease liability adjusted by initial direct costs incurred by the lessee. Adjustments may also be required for any payments made at or before the commencement date 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.
After lease commencement, the Group measures the right-of- use asset using a cost model, namely at cost less accumulated depreciation and accumulated impairment. The right-of-use asset is subsequently depreciated using the straight-line method, refer to accounting policy 10.5. In addition, the right-of- use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The lessee's incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources (e.g. World office yield rate) and makes certain adjustments to reflect the terms of the lease and type of the asset leased or by calculating the weighted average of the cost of secured debt and unsecured debt.
Lease payments included in the measurement of the lease liability comprise the following:
- fixed payments;
- variable lease payments that depend on an index or a rate;
- 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.
20 Financial report 2019
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. 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, or if the Group changes its assessment of whether the purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised. It is remeasured when there is a change in future lease.
The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognized.
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 the profit or loss if the carrying amount of the right-to-use asset has been reduced to zero.
Lease and non-lease components in the contracts are separated.
Short-term leases and leases of low-value assets
The Group has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short- term leases, including IT equipment. The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
2. As a lessor
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance or operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
If the lease qualifies as an operating lease, e.g. time charter out, the leased asset remains on the balance sheet of the lessor and continues being depreciated. The adoption of IFRS 16 required the Group to separate the lease and non-lease component in the contract, with the lease component qualified as operating lease and the non-lease component accounted for under IFRS
15. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of 'revenue' (refer to accounting policy 17.2.)
Payments related to service component made under operating leases are also recognized in the income statement over the term of the lease.
The Group sub-leases some of its properties. The sub-lease contracts are classified as finance leases under IFRS 16. For these sub-lease, the right-of-use asset related to the head lease
was derecognized and a lease receivable, at an amount equal to the net investment, relating to the sublease is recognized. Subsequently the Group recognizes finance income over the lease term of a finance lease, based on a pattern reflecting a constant periodic rate of return on the net investment and if applicable impairment losses on lease receivable.
B. Policy applicable before 1 January 2019
For contracts entered into before 1 January 2019, the Group determined whether the arrangement was or contained a lease.
1. As a lessee
Leases in terms of which the Group assumes substantially all of the risks and rewards of ownership were classified as finance leases. Vessels, property, plant and equipment acquired by way of finance lease was stated at an amount equal to the lower of its fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation (see below) and impairment losses (refer to accounting policy 11). Lease payments were accounted for as described in accounting policy 19.A.1. Other leases are operating leases and were not recognized in the Group's statement of financial position.
2. As a lessor
Payments received under operating leases were recognized in the income statement on a straight-line basis over the term of the lease. Lease incentives received were recognized as an integral part of the total lease expense, over the term of the lease. Minimum lease payments made under finance leases were apportioned between the finance expense and the reduction of the outstanding liability. The finance expense were allocated to each period during the lease term so as to produce a constant period rate of interest on the remaining balance of the liability.
20. Finance income and finance cost
Net financing costs comprise interest payable on borrowings calculated using the effective interest rate method, interest receivable on funds invested, dividend income, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognized in the consolidated statement of profit or loss (refer to accounting policy 8).
The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortized cost of the financial liability.
In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortized cost of the liability.
Interest income is recognized in the consolidated statement of profit or loss as it accrues, taking into account the effective yield on the asset. Dividend income is recognized in the
Financial report 2019 21
Financial report
consolidated statement of profit or loss on the date that the dividend is declared. Interest income related to finance lease for the subleases is also recognized in the consolidated statement of profit or loss. as a finance income.
The interest expense component of lease liabilities is recognized in the consolidated statement of profit or loss using the effective interest rate method.
21. Income tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in OCI.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized using the balance sheet method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for: the initial recognition of goodwill, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax recognized is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
In application of an IFRIC agenda decision on IAS 12 Income taxes, 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 income statement but is shown as an administrative expense under the heading Other operating expenses. In accordance to IFRIC 23 the Group assesses whether there is any uncertainty over Income Tax Treatments. The amount is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes.
22. Segment reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components. The Group distinguishes two segments: the operation of crude oil tankers on the international markets and the floating storage and offloading operations (FSO/FpSO). The Group's internal organizational and management structure does not distinguish any geographical segments.
23. Discontinued operations
A discontinued operation is a component of the Group's business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as 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 statement of profit or loss is represented as if the operation had been discontinued from the start of the comparative period.
24. New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2019, and have not been applied in preparing these consolidated financial statements:
Amendment to IFRS 3 Business Combinations, issued on 22 October 2018, provides more guidance on the definition of a business. The amendment includes an election to use a concentration test. This is a simplified assessment that will result in an asset acquisition if substantially all of the fair value of the gross assets is concentrated in a single identifiable asset or a group of similar identifiable assets. If one does not apply the concentration test, or the test is failed, then the assessment focuses on the existence of substantive processes. The amendment applies to businesses acquired in annual periods beginning on or after 1 January 2020 with earlier application permitted. The amendment has not yet been endorsed by the EU.
Amendments to IAS 1 and IAS 8: Definition of Material was issued on 31 October 2018 clarifying the definition of 'Material' and aligning the definition of 'material' across the standards. The new definition states that "information is considered material, if omitting, misstating or obscuring it could reasonably be expected to influence decisions that primary users of general purpose financial statements make on the basis of those financial statements, which provide information about a specific reporting entity". The amendments clarify that materiality will depend on the nature or magnitude of information. The amendments are effective prospectively for annual periods beginning on or after 1 January 2020
22 Financial report 2019
with earlier application permitted. The amendment has been endorsed by the EU.
On 29 March 2018, the IASB has issued Amendments to
References to the Conceptual Framework in IFRS Standards (Amendments to CF). The Conceptual Framework sets out the fundamental concepts of financial reporting that guides the Board in developing IFRS Standards. It helps to ensure that the Standards are conceptually consistent and that similar transactions are treated the same way, providing useful information for investors and others. The Conceptual Framework also assists companies in developing accounting policies when no IFRS Standard applies to a particular transaction; and it helps stakeholders to understand the Standards better. Key changes include:
- Increasing the prominence of stewardship in the objective of financial reporting, which is to provide information that is useful in making resource allocation decisions.
- Reinstating prudence, defined as the exercise of caution when making judgements under conditions of uncertainty, as a component of neutrality.
- Defining a reporting entity, which might be a legal entity or a portion of a legal entity.
- Revising the definition of an asset as a present economic resource controlled by the entity as a result of past events.
- Revising the definition of a liability as a present obligation of the entity to transfer an economic resource as a result of past events.
- Removing the probability threshold for recognition, and adding guidance on derecognition.
- Adding guidance on the information provided by different measurement bases, and explaining factors to consider when selecting a measurem ent basis.
- Stating that profit or loss is the primary performance indicator and that, in principle, income and expenses in other comprehensive income should be recycled where the relevance or faithful representation of the financial statements would be enhanced.
The amendments are effective for annual periods beginning on or after 1 January 2020, whereas the Board will start using the revised Conceptual Framework immediately. The amendment has been endorsed by the EU.
On 26 September 2019, the IASB has issued Amendments to IFRS 9, IAS 39 and IFRS 7 (interest rate benchmark reform). The related amendments modify some specific hedge accounting requirements to provide relief from potential effects of the uncertainty caused by the IBOR reform. In addition it requires companies to provide additional information to investors about their hedging relationships which are directly affected by these uncertainties.
The amendments are summarized as follows:
- When determining whether a forecast transaction is highly probable, a company shall assume that the interest rate benchmark on which the hedged cash flows are based is not altered as a result of the reform.
- When performing prospective assessments, a company
shall assume that the interest rate benchmark on which the hedged item, hedged risk and/or hedging instrument are based is not altered as a result of their interest rate benchmark reform.
- When applying IAS 39, the company is not required to undertake the IAS 39 retrospective assessment for hedging relationships directly affected by the reform. However, the company must comply with all other IAS 39 hedge accounting requirements, including the prospective assessment.
- For hedges of a non-contractually specified benchmark component of interest rate risk, a company shall apply the separately identifiable requirement only at the inception of such hedging relationship.
The amendments are effective for annual periods beginning on or after 1 January 2020 with earlier application permitted and have been endorsed by the EU.
None of the amendments above are expected to have a material impact on the Group's consolidated financial statements.
Financial report 2019 23
Financial report
Note 2 - Segment reporting
The Group distinguishes two operating segments: the operation of crude oil tankers on the international markets (Tankers) and the floating production, storage and offloading operations (FSO/FPSO). These two divisions operate in completely different markets, where in the latter the assets are tailor made or converted for specific long term projects. The tanker market requires a different marketing strategy as this is considered a very volatile market, contract duration is often less than two years and the assets are to a large extent standardized. The segment profit or loss figures and key assets as set out
below are presented to the executive committee on at least a quarterly basis to help the key decision makers in evaluating the respective segments. The Chief Operating Decision Maker (CODM) also receives the information per segment based on proportionate consolidation for the joint ventures and not by applying equity accounting. The reconciliation between the figures of all segments combined on the one hand and with the consolidated statements of financial position and profit or loss on the other hand is presented in a separate column Equity- accounted investees.
Consolidated statement of financial position
(in thousands of USD) | ||||
December 31, 2019 | ||||
Less: Equity- | ||||
accounted | ||||
Tankers* | FSO* | investees* | Total | |
ASSETS | ||||
Vessels | 3,198,993 | 131,958 | (153,689) | 3,177,262 |
Right-of-use assets | 58,908 | - | - | 58,908 |
Other tangible assets | 2,265 | - | - | 2,265 |
Intangible assets | 39 | - | - | 39 |
Receivables | 52,502 | - | 18,581 | 71,083 |
Investments in equity accounted investees | 2,355 | - | 47,967 | 50,322 |
Deferred tax assets | 2,715 | 1,116 | (1,116) | 2,715 |
Total non-current assets | 3,317,777 | 133,074 | (88,257) | 3,362,594 |
Total current assets | 805,613 | 10,405 | (13,769) | 802,249 |
TOTAL ASSETS | 4,123,390 | 143,479 | (102,026) | 4,164,843 |
EQUITY and LIABILITIES | ||||
Total equity | 2,268,490 | 43,365 | - | 2,311,855 |
Bank and other loans | 1,173,944 | 67,962 | (67,962) | 1,173,944 |
Other notes | 198,571 | - | - | 198,571 |
Other borrowings | 107,978 | - | - | 107,978 |
Lease liabilities | 43,161 | - | - | 43,161 |
Other payables | 3,809 | 539 | (539) | 3,809 |
Deferred tax liabilities | - | 4,769 | (4,769) | - |
Employee benefits | 8,094 | - | - | 8,094 |
Provisions | 1,381 | - | - | 1,381 |
Total non-current liabilities | 1,536,938 | 73,270 | (73,270) | 1,536,938 |
Total current liabilities | 317,962 | 26,844 | (28,756) | 316,050 |
TOTAL EQUITY and LIABILITIES | 4,123,390 | 143,479 | (102,026) | 4,164,843 |
24 Financial report 2019
The Group has one client in the Tankers segment that represented 7% of the Tankers segment total revenue in 2019 (2018: one client which represented 7% and in 2017 one client which represented 10%). All the other clients represent less than 7% of total revenues of the Tankers segment.
The Group has one client in the FSO segment.
The Group's internal organizational and management structure does not distinguish any geographical segments.
December 31, 2018 | |||
Less: Equity- | |||
accounted | |||
Tankers | FSO | investees | Total |
3,520,067 | 150,029 | (150,029) | 3,520,067 |
- | - | - | - |
1,943 | - | - | 1,943 |
105 | - | - | 105 |
38,658 | - | - | 38,658 |
1,915 | - | 41,267 | 43,182 |
2,255 | 1,229 | (1,229) | 2,255 |
3,564,943 | 151,258 | (109,991) | 3,606,210 |
521,536 | 15,784 | (16,179) | 521,141 |
4,086,479 | 167,042 | (126,170) | 4,127,351 |
2,219,648 | 40,874 | 1 | 2,260,523 |
1,421,465 | 97,480 | (97,480) | 1,421,465 |
148,166 | - | - | 148,166 |
- | - | - | - |
- | - | - | - |
1,451 | 355 | (355) | 1,451 |
- | 4,283 | (4,283) | - |
4,336 | - | - | 4,336 |
4,288 | - | - | 4,288 |
1,579,706 | 102,118 | (102,118) | 1,579,706 |
287,125 | 24,050 | (24,053) | 287,122 |
4,086,479 | 167,042 | (126,170) | 4,127,351 |
Financial report 2019 25
Financial report
Consolidated statement of profit or loss
(in thousands of USD) | |||||
2019 | |||||
Less: Equity- | |||||
accounted | |||||
Tankers* | FSO* | investees* | Total | ||
Shipping income | |||||
Revenue | 933,823 | 49,461 | (50,907) | 932,377 | |
Gains on disposal of vessels/other tangible assets | 14,879 | - | - | 14,879 | |
Other operating income | 10,075 | 3,351 | (3,332) | 10,094 | |
Total shipping income | 958,777 | 52,812 | (54,239) | 957,350 | |
Operating expenses | |||||
Voyage expenses and commissions | (145,047) | 2 | 364 | (144,681) | |
Vessel operating expenses | (212,010) | (12,657) | 12,872 | (211,795) | |
Charter hire expenses | (604) | - | - | (604) | |
Losses on disposal of vessels/other tangible assets | (75) | - | - | (75) | |
Impairment on non-current assets held for sale | - | - | - | - | |
Depreciation tangible assets | (338,036) | (18,071) | 18,461 | (337,646) | |
Depreciation intangible assets | (56) | - | - | (56) | |
General and administrative expenses | (66,958) | (283) | 351 | (66,890) | |
Total operating expenses | (762,786) | (31,009) | 32,048 | (761,747) | |
RESULT FROM OPERATING ACTIVITIES | 195,991 | 21,803 | (22,191) | 195,603 | |
Finance income | 20,399 | 147 | 26 | 20,572 | |
Finance expenses | (119,809) | (4,558) | 4,564 | (119,803) | |
Net finance expenses | (99,410) | (4,411) | 4,590 | (99,231) | |
Gain on bargain purchase | - | - | - | - | |
Share of profit (loss) of equity accounted investees | |||||
(net of income tax) | 440 | - | 16,020 | 16,460 | |
Profit (loss) before income tax | 97,021 | 17,392 | (1,581) | 112,832 | |
Income tax expense | (602) | (1,581) | 1,581 | (602) | |
Profit (loss) for the period | 96,418 | 15,812 | - | 112,230 | |
Attributable to: | |||||
Owners of the company | 96,418 | 15,812 | - | 112,230 |
Summarized consolidated statement of cash flows
(in thousands of USD)
2019 | |||||
Less: Equity- | |||||
accounted | |||||
Tankers* | FSO* | investees* | Total | ||
Net cash from (used in) operating activities | 259,109 | 41,278 | (28,396) | 271,991 | |
Net cash from (used in) investing activities | 44,211 | - | (461) | 43,750 | |
Net cash from (used in) financing activities | (178,587) | (41,491) | 28,891 | (191,187) | |
Capital expenditure | (30,173) | - | 22,120 | (8,053) |
- The Group initially applied IFRS 16 at 1 January 2019, which requires the recognition of right-of-use assets and lease liabilities for lease contracts that were previously classified as operating leases (see Note 1.5). As a result, the Group recognized USD 87.6 million of right-of-use assets and USD 105.3 million of liabilities from those lease contracts. The assets and liabilities are included in the Tankers and FSO segments as at 31 December 2019. The Group has applied IFRS 16 using the modified retrospective approach, under which compar- ative information is not restated (see Note 1.5).
26 Financial report 2019
2018 | 2017 | ||||||
Less: Equity- | Less: Equity- | ||||||
accounted | accounted | ||||||
Tankers | FSO | investees* | Total | Tankers | FSO | investees* | Total |
600,024 | 49,155 | (49,155) | 600,024 |
19,138 | - | - | 19,138 |
4,775 | 72 | (72) | 4,775 |
623,937 | 49,227 | (49,227) | 623,937 |
513,399 | 59,513 | (59,544) | 513,368 |
36,538 | - | - | 36,538 |
4,902 | 234 | (234) | 4,902 |
554,839 | 59,747 | (59,778) | 554,808 |
(141,416) | (1) | 1 | (141,416) |
(185,792) | (9,637) | 9,637 | (185,792) |
(31,114) | - | - | (31,114) |
(273) | - | - | (273) |
(2,995) | - | - | (2,995) |
(270,582) | (18,071) | 18,071 | (270,582) |
(111) | - | - | (111) |
(66,235) | (425) | 428 | (66,232) |
(698,518) | (28,134) | 28,137 | (698,515) |
(74,581) | 21,093 | (21,090) | (74,578) |
15,023 | 160 | (160) | 15,023 |
(89,412) | (3,795) | 3,795 | (89,412) |
(74,389) | (3,635) | 3,635 | (74,389) |
23,059 | - | - | 23,059 |
220 | - | 15,856 | 16,076 |
(125,691) | 17,458 | (1,599) | (109,832) |
(238) | (1,599) | 1,599 | (238) |
(125,929) | 15,859 | - | (110,070) |
(62,035) | (304) | 304 | (62,035) |
(150,391) | (9,157) | 9,121 | (150,427) |
(31,173) | - | - | (31,173) |
(21,027) | - | - | (21,027) |
- | - | - | - |
(229,777) | (18,071) | 18,071 | (229,777) |
(95) | - | - | (95) |
(46,871) | (30) | 33 | (46,868) |
(541,369) | (27,562) | 27,529 | (541,402) |
13,470 | 32,185 | (32,249) | 13,406 |
7,267 | 197 | (198) | 7,266 |
(50,730) | (1,026) | 1,027 | (50,729) |
(43,463) | (829) | 829 | (43,463) |
- | - | - | - |
150 | - | 29,932 | 30,082 |
(29,843) | 31,356 | (1,488) | 25 |
1,358 | (1,488) | 1,488 | 1,358 |
(28,485) | 29,868 | - | 1,383 |
(125,929) | 15,859 | - | (110,070) | (28,485) | 29,868 | - | 1,383 |
2018 | 2017 | ||||||
Less: Equity- | Less: Equity- | ||||||
accounted | accounted | ||||||
Tankers | FSO | investees | Total | Tankers | FSO | investees | Total |
843 | 40,672 | (40,674) | 841 |
190,042 | - | - | 190,042 |
(160,165) | (42,164) | 42,164 | (160,165) |
(238,065) | - | - | (238,065) |
211,310 | 49,684 | (49,698) | 211,295 |
(40,243) | - | 1 | (40,242) |
(234,921) | (78,421) | 78,367 | (234,976) |
(177,901) | - | - | (177,901) |
Financial report 2019 27
Financial report
Note 3 - Assets and liabilities held for sale and discontinued operations
Assets held for sale
The assets held for sale can be detailed as follows:
(in thousands of USD) | ||||||
December 31, 2019 | December 31, 2018 | December 31, 2017 | ||||
Vessels | 12,705 | 42,000 | - | |||
Of which in Tankers segment | 12,705 | 42,000 | - | |||
Of which in FSO segment | - | - | - | |||
(in thousands of USD) | (Estimated) | Book | Asset Held | Impairment | (Expected) | |
Sale price | Value | For Sale | Loss | Gain | ||
At January 1, 2018 | - | - | - | - | - | |
Assets transferred to assets held for sale | ||||||
Felicity | 42,000 | 44,995 | 42,000 | (2,995) | - | |
At December 31, 2018 | - | - | 42,000 | (2,995) | - | |
At January 1, 2019 | - | - | 42,000 | - | - | |
Assets transferred to assets held for sale | ||||||
Finesse | 21,003 | 12,705 | 12,705 | - | 8,298 | |
Assets sold from assets held for sale | ||||||
Felicity | 42,000 | 42,000 | (42,000) | - | - | |
At December 31, 2019 | - | - | 12,705 | - | 8,298 |
On January 23, 2020, the Company sold the Suezmax Finesse | vessel was delivered to its new owner on February 21, 2020. | |
(2003 - 149,994 dwt), for USD 21.8 million. The fair value less | Taking into account the sales commission, the net gain on this | |
cost of disposal (sales commission of 3.5%) amounted to | vessel amounts to USD 8.3 million and was recorded in the | |
USD 21.0 million. This vessel was accounted for as a non- | consolidated statement of profit or loss in the first quarter of | |
current asset held for sale as at December 31, 2019, and | 2020. | |
had a carrying value of USD 12.7 million as of that date. The | ||
Discontinued operations |
As of December 31, 2019 and December 31, 2018, the Group had no operations that meet the criteria of a discontinued operation.
28 Financial report 2019
Note 4 - Revenue and other operating income
In the following table, revenue is disaggregated by type of contract.
(in thousands of USD) | |||||||||
2019 | 2018 | ||||||||
Less: Equity- | Less: Equity- | ||||||||
accounted | accounted | ||||||||
Note | Tankers | FSO | investees | Total | Tankers | FSO | investees | Total | |
Pool Revenue | - | 524,840 | - | 7 | 524,847 | 277,394 | - | - | 277,394 |
Spot Voyages | - | 318,674 | - | (1,453) | 317,221 | 247,392 | - | - | 247,392 |
Time Charters | - | 90,309 | 49,461 | (49,461) | 90,309 | 75,238 | 49,155 | (49,155) | 75,238 |
Total revenue | 933,823 | 49,461 | (50,907) | 932,377 | 600,024 | 49,155 | (49,155) | 600,024 | |
Other operating | - | - | - | - | 10,094 | - | - | - | 4,775 |
income | |||||||||
For the accounting treatment of revenue, we refer to the accounting policies (see Note 1.17) - Revenue.
The increase in revenue is mostly related to the increase in pool and spot voyage revenue which is due to an increase in the fleet size as a consequence of the business combination with Gener8 Maritime Inc. and improved rates mainly in the last quarter of 2019.
Other operating income includes revenues related to the daily standard business operation of the fleet and that are not directly attributable to an individual voyage. This increase is mainly due to improved marine insurance conditions thanks to the increase in the fleet size as a consequence of the business combination with Gener8 Maritime Inc. in 2018 and a Gener8 legacy arbitration claim settlement at better terms than originally accounted for.
Note 5 - Expenses for shipping activities and other expenses from operating activities
Voyage expenses and commissions
(in thousands of USD) | ||||
Note | 2019 | 2018 | 2017 | |
Commissions paid | - | (10,130) | (8,193) | (4,895) |
Bunkers | - | (101,947) | (103,920) | (45,249) |
Other voyage related expenses | - | (32,604) | (29,303) | (11,891) |
Total voyage expenses and commissions | (144,681) | (141,416) | (62,035) |
The voyage expenses and commissions increased in 2019 compared to 2018 because a higher number of vessels were performing spot voyages in 2019 mainly due to an increase in the fleet size as a consequence of the business combination with Gener8 Maritime Inc. in 2018. For vessels operated on the spot market, voyage expenses are paid by the shipowner while voyage expenses for vessels under a time charter contract, are paid by the charterer. Voyage expenses for vessels operated in a Pool, are paid by the Pool.
Bunker expenses decreased compared to last year due to a change inthe composition of the fleet for vessels operated on the spot.
The majority of other voyage expenses are port costs, agency fees and agent fees paid to operate the vessels on the spot market. Port costs vary depending on the number of spot voyages performed, number and type of ports.
Financial report 2019 29
Financial report
Vessel operating expenses
(in thousands of USD) | ||||
Note | 2019 | 2018 | 2017 | |
Operating expenses | - | (196,739) | (172,589) | (139,832) |
Insurance | - | (15,056) | (13,203) | (10,595) |
Total vessel operating expenses | (211,795) | (185,792) | (150,427) |
The operating expenses relate mainly to the crewing, technical | size as a consequence of the business combination with |
and other costs to operate tankers. In 2019 these expenses | Gener8 Maritime Inc. in 2018. |
were higher compared to 2018 due to an increase in the fleet |
Charter hire expenses
(in thousands of USD) | ||||
Note | 2019 | 2018 | 2017 | |
Charter hire | - | (604) | 6 | (62) |
Bare boat hire | - | - | (31,120) | (31,111) |
Total charter hire expenses | (604) | (31,114) | (31,173) |
The bareboat charter-hire expenses in 2018 and 2017 are entirely | for the depreciation of the right-of-use asset over the remaining |
attributable to the sale and leaseback agreement of four VLCCs | lease term and finance expenses (see Note 1.19). |
(Nautilus, Navarin, Neptun and Nucleus), under a five year | |
bareboat contract agreed on December 16, 2016. Following the | The charter hire expenses in 2019 are related to the 2.5 months |
adoption of IFRS 16 on January 1, 2019, costs related to these | hire for the barge (Dragon Satu) in relation to the bunker fuel |
bareboat agreements are recognized in depreciation expenses | project. |
General and administrative expenses
(in thousands of USD) | ||||
Note | 2019 | 2018 | 2017 | |
Wages and salaries | - | (25,050) | (16,247) | (12,853) |
Social security costs | - | (3,430) | (3,746) | (2,511) |
Provision for employee benefits | 17 | (2,589) | (616) | (827) |
Equity-settledshare-based payments | 23 | - | (37) | (313) |
Other employee benefits | - | (3,713) | (7,607) | (3,148) |
Employee benefits | (34,782) | (28,253) | (19,652) | |
Administrative expenses | - | (31,226) | (33,485) | (22,579) |
Tonnage tax | - | (1,313) | (4,436) | (4,772) |
Claims | - | (17) | (100) | (25) |
Provisions | - | 448 | 42 | 160 |
Total general and administrative expenses | (66,890) | (66,232) | (46,868) | |
Average number of full time equivalents (shore staff) | 184.90 | 161.77 | 150.49 |
30 Financial report 2019
The general and administrative expenses which include amongst others: shore staff wages, director fees, office rental, consulting and audit fees and tonnage tax, increased in 2019 compared to 2018.
This increase was mainly related to the merger with Gener8 Maritime Inc. in 2018, which had an impact on wages and salaries due to a higher number of staff and the settlement following the stepping down of the CEO Paddy Rodgers in the course of the first semester in 2019. Furthermore the TI Admin fee increased due to a larger number of vessels being operated in the TI Pool and higher IT expenses.
This increase was offset by a decrease in legal and other fees which relates to the merger with Gener8 in 2018 (see Note 25, USD 5.0 million transaction costs), a decrease in travel
expenses and a decrease in rental expenses as a result of the adoption of IFRS 16 on January 1, 2019, whereby the costs related to the rental agreements are now recognized in depreciation expenses for the depreciation of the right-of-use asset over the remaining lease term and finance expenses.
Tonnage tax decreased in 2019 due to a change in the Greek tonnage tax regime. The change relates to the voluntary tonnage tax which is no longer applicable to the Group.
The provision for employee benefits increased in 2019 compared to 2018 which is mainly due to the transaction based incentive plan which has been implemented in 2019 for key management personnel (USD 1.8 million, see Note 14 and 17).
Note 6 - Net finance expense
Recognized in profit or loss
(in thousands of USD)
2019 | 2018 | 2017 |
Interest income
Foreign exchange gains
Finance income
Interest expense on financial liabilities measured at amortized cost
6,529 | 4,106 | 655 |
14,043 | 10,917 | 6,611 |
20,572 | 15,023 | 7,266 |
(84,378) | (67,956) | (38,391) |
Interest leasing | (4,811) | - | - |
Fair value adjustment on interest rate swaps | (8,533) | (2,790) | - |
Other financial charges | (7,474) | (6,802) | (5,819) |
Foreign exchange losses | (14,607) | (11,864) | (6,519) |
Finance expense | (119,803) | (89,412) | (50,729) |
Net finance expense recognized in profit or loss | (99,231) | (74,389) | (43,463) |
Interest income increased due to the interest received on the interest rate swaps which were acquired in the Gener8 Maritime Inc. deal and due to more cash on hand during the period.
Interest expense on financial liabilities measured at amortized cost increased during the year ended December 31, 2019, compared to 2018. This increase was attributable to an increase in the average outstanding debt during the year as a result of the merger with Gener8 Maritime Inc. combined with increased interest rates.
Interest leasing is the interest on lease liabilities which were recognized due to the adoption of IFRS 16 on January 1, 2019 (see Note 1.19).
Fair value adjustment on interest rate swaps relate primarily to interest rate swaps which were acquired in the Gener8 Maritime Inc. merger and of which the fair value at acquisition is amortized over the remaining duration of the swap via the fair value adjustment of interest rate swaps. Two IRSs related to the Gener8 Maritime Inc. merger were settled in 2019 and the one remaining has a duration matching the repayment profile of that facility and matures in September 2020 (see Note 14). USD 4.9 million was transfered from OCI to profit or loss related to de-designated hedging instruments.
Financial report 2019 31
Financial report
The above finance income and expenses include the following in respect of assets (liabilities) not recognized at fair value through profit or loss:
(in thousands of USD) | |||
2019 | 2018 | 2017 | |
Total interest income on financial assets | 6,529 | 4,106 | 655 |
Total interest expense on financial liabilities | (84,378) | (67,956) | (38,391) |
Total interest leasing | (4,811) | - | - |
Total other financial charges | (7,474) | (6,802) | (5,819) |
Recognized directly in equity
(in thousands of USD) | |||
2019 | 2018 | 2017 | |
Foreign currency translation differences for foreign operations | (112) | (157) | 448 |
Cash flow hedges - effective portion of changes in fair value | (1,885) | (2,698) | - |
Net finance expense recognized directly in equity | (1,997) | (2,855) | 448 |
Attributable to: | |||
Owners of the Company | (1,997) | (2,855) | 448 |
Net finance expense recognized directly in equity | (1,997) | (2,855) | 448 |
Recognized in: | |||
Translation reserve | (112) | (157) | 448 |
Hedging reserve | (1,885) | (2,698) | - |
Note 7 - Income tax benefit (expense)
(in thousands of USD) | |||
2019 | 2018 | 2017 | |
Current tax | |||
Current period | (1,066) | (37) | (85) |
Total current tax | (1,066) | (37) | (85) |
Deferred tax | |||
Recognition of unused tax losses/(use of tax losses) | 474 | (195) | 1,473 |
Other | (10) | (6) | (30) |
Total deferred tax | 464 | (201) | 1,443 |
Total tax benefit/(expense) | (602) | (238) | 1,358 |
32 Financial report 2019
Reconciliation of effective tax
2019 | 2018 | 2017 | ||||
Profit (loss) before tax | 112,832 | (109,832) | 25 | |||
Tax at domestic rate | (29.58)% | (33,376) | (29.58)% | 32,488 | (33.99)% | (8) |
Effects on tax of : | ||||||
Tax exempt profit / loss | 317 | (50) | 499 | |||
Tax adjustments for previous years | 34 | 9 | 10 | |||
Loss for which no DTA (*) has been recognized | (26) | (1,037) | - | |||
Non-deductible expenses | (538) | (962) | (710) | |||
Use of previously unrecognized tax losses and tax credits | 4,066 | - | 7,146 | |||
Tonnage Tax regime | 24,534 | (33,602) | (13,918) | |||
Effect of share of profit of equity- accounted investees | 2,482 | 4,690 | 10,175 | |||
Effects of tax regimes in foreign jurisdictions | 1,905 | (1,774) | (1,836) | |||
Total taxes | (0.53)% | (602) | 0.22% | (238) | 5,430.01% | 1,358 |
* DTA = Deferred Tax Asset
In application of an IFRIC agenda decision on 'IAS 12 Income taxes', 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 consolidated statement of profit or loss
but has been shown as an administrative expense under the heading General and administrative expenses. The amount paid for tonnage tax in the year ended December 31, 2019 was USD 1.3 million (see Note 5).
Financial report 2019 33
Financial report
Note 8 - Property, plant and equipment
(in thousands of USD) | Vessels | Other | ||||
under | Right-of-use | tangible | ||||
Note | Vessels | construction | assets | assets | Total PPE | |
At January 1, 2017 | ||||||
Cost | - | 3,748,135 | 86,136 | - | 2,373 | 3,836,644 |
Depreciation & impairment losses | - | (1,364,972) | - | - | (1,596) | (1,366,568) |
Net carrying amount | 2,383,163 | 86,136 | - | 777 | 2,470,076 | |
Acquisitions | - | 125,486 | 51,201 | - | 1,203 | 177,890 |
Disposals and cancellations | - | (81,389) | - | - | (9) | (81,398) |
Depreciation charges | - | (229,429) | - | - | (348) | (229,777) |
Transfers | - | 73,669 | (73,669) | - | - | - |
Translation differences | - | - | - | - | 40 | 40 |
Balance at December 31, 2017 | 2,271,500 | 63,668 | - | 1,663 | 2,336,831 | |
At January 1, 2018 | ||||||
Cost | - | 3,595,692 | 63,668 | - | 3,545 | 3,662,905 |
Depreciation & impairment losses | - | (1,324,192) | - | - | (1,882) | (1,326,074) |
Net carrying amount | 2,271,500 | 63,668 | - | 1,663 | 2,336,831 | |
Acquisitions | - | 45,750 | 191,726 | - | 588 | 238,064 |
Acquisitions through business combinations | 25 | 1,704,250 | - | - | 345 | 1,704,595 |
Disposals and cancellations | - | (7,814) | - | - | (75) | (7,889) |
Disposals and cancellations | ||||||
through business combinations | 25 | (434,000) | - | - | - | (434,000) |
Depreciation charges | - | (270,018) | - | - | (564) | (270,582) |
Transfer to assets held for sale | 3 | (44,995) | - | - | - | (44,995) |
Transfers | - | 255,394 | (255,394) | - | - | - |
Translation differences | - | - | - | - | (14) | (14) |
Balance at December 31, 2018 | 3,520,067 | - | - | 1,943 | 3,522,010 | |
At January 1, 2019 | ||||||
Cost | - | 4,927,324 | - | - | 4,274 | 4,931,598 |
Depreciation & impairment losses | - | (1,407,257) | - | - | (2,331) | (1,409,588) |
Net carrying amount | 3,520,067 | - | - | 1,943 | 3,522,010 | |
Acquisitions | - | 7,024 | - | 549 | 1,012 | 8,585 |
Adoption IFRS 16 | 1 | - | - | 87,598 | - | 87,598 |
Disposals and cancellations | - | (29,386) | - | - | (52) | (29,438) |
Depreciation charges | - | (307,738) | - | (29,265) | (643) | (337,646) |
Transfer to assets held for sale | 3 | (12,705) | - | - | - | (12,705) |
Translation differences | - | - | - | 26 | 5 | 31 |
Balance at December 31, 2019 | 3,177,262 | - | 58,908 | 2,265 | 3,238,435 | |
At December 31, 2019 | ||||||
Cost | - | 4,815,910 | - | 88,182 | 5,042 | 4,909,134 |
Depreciation & impairment losses | - | (1,638,648) | - | (29,274) | (2,777) | (1,670,699) |
Net carrying amount | 3,177,262 | - | 58,908 | 2,265 | 3,238,435 |
34 Financial report 2019
In 2019, the Cap Theodora, Cap Pierre, Cap Diamant and Fraternity have been dry-docked.The cost of planned repairs and maintenance is capitalized and included under the heading Acquisitions.
The adoption of IFRS 16 as of January 1, 2019 (see Note 1.19), resulted in the recognition of right-of-use assets of USD 87.6 million on the balance sheet which are included under the heading Adoption IFRS 16.
Disposal of assets - Gains/losses
(in thousands of USD) | |||||
Note | Sale price | Book Value | Gain | Loss | |
TI Topaz - Sale | - | 20,790 | 41,817 | - | (21,027) |
Flandre - Sale | - | 45,000 | 24,693 | 20,307 | - |
Cap Georges - Sale | - | 9,310 | 801 | 8,509 | - |
Artois - Sale | - | 21,780 | 14,077 | 7,703 | - |
Other | - | 29 | 9 | 20 | - |
At December 31, 2017 | 96,909 | 81,398 | 36,538 | (21,027) | |
Cap Jean - Sale | - | 10,175 | - | 10,175 | - |
Cap Romuald - Sale | - | 10,282 | 1,319 | 8,963 | - |
Companion - Sale | - | 6,305 | 6,495 | - | (190) |
Other | - | - | - | - | (83) |
At December 31, 2018 | 26,762 | 7,814 | 19,138 | (273) | |
Felicity - Sale | - | 42,000 | 42,000 | - | - |
Compatriot - Sale | - | 6,615 | 6,173 | 442 | - |
VK Eddie - Sale | - | 37,620 | 23,212 | 14,408 | - |
Other | - | 29 | - | 29 | (75) |
At December 31, 2019 | 86,264 | 71,385 | 14,879 | (75) |
On October 31, 2018, the group sold the Suezmax Felicity (2009
-
157,667 dwt), for USD 42.0 million. This vessel was accounted for as a non-current asset held for sale as at December 31,
2018 and had a carrying value of USD 45.0 million. The vessel was delivered to its new owner on January 9, 2019 and the impairment loss of USD 3.0 million was recorded in 2018.
of the indicators that the Group used in its assessment. Such computation will be implemented in future periods when events and changes in circumstances indicate that an impairment might exist and the carrying amount of the assets might not be recovered.
On February 11, 2019, Euronav sold the LR1 Genmar Compatriot (2004 - 72,768 dwt) for a net sale price of USD 6.6 million. The Company recorded a capital gain of USD 0.4 million in the second quarter of 2019 upon delivery to its new owner on May 21, 2019.
On July 12, 2019, the group sold the VLCC VK Eddie (2005 - 305,261 dwt) for USD 37.6 million. A capital gain on the sale of USD 14.4 million was recorded during the third quarter of 2019 upon delivery to its new owner on August 5, 2019.
Security
All tankers financed are subject to a mortgage to secure bank loans (see Note 16).
Vessels on order or under construction
The group had no vessels under construction at December 31, 2019 and December 31, 2018.
Capital commitment
As at December 31, 2019 and December 31, 2018, the Group had no capital commitments.
Impairment
The Group performed a review of the internal as well as external indicators of impairment to consider whether further testing was necessary, and determined that there were no indicators present as of December 31, 2019 that would trigger the requirement to perform a more in-depth impairment analysis. Refer to accounting policy 12.2 for a description
Financial report 2019 35
Financial report
Note 9 - Deferred tax assets and liabilities
Recognized deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
(in thousands of USD) | |||
ASSETS | LIABILITIES | NET | |
Employee benefits | 37 | - | 37 |
Unused tax losses & tax credits | 2,218 | - | 2,218 |
2,255 | - | 2,255 | |
Offset | - | - | |
Balance at December 31, 2018 | 2,255 | - | |
Employee benefits | 26 | - | 26 |
Unused tax losses & tax credits | 23,790 | - | 23,790 |
Unremitted earnings | - | (21,101) | (21,101) |
23,816 | (21,101) | 2,715 | |
Offset | (21,101) | (21,101) | |
Balance at December 31, 2019 | 2,715 | - |
Unrecognized deferred tax assets and liabilities
Deferred tax assets and liabilities have not been recognized in respect of the following items:
(in thousands of USD) | December 31, 2019 | December 31, 2018 | ||
ASSETS | LIABILITIES | ASSETS | LIABILITIES | |
Deductible temporary differences Taxable temporary differences Tax losses & tax credits
Offset
Total
290 | - | 274 | - |
- | (12,162) | 8 | (12,162) |
59,772 | - | 86,568 | - |
60,062 | (12,162) | 86,850 | (12,162) |
(12,162) | 12,162 | (12,162) | 12,162 |
47,900 | - | 74,688 | - |
The unrecognized deferred tax assets in respect of tax losses and tax credits relates to tax losses carried forward, investment deduction allowances and excess dividend received deduction. Tax losses and tax credits have no expiration date.
The decrease in unrecognized deferred tax assets mainly relates to a partial use of investment deduction allowances in 2019.
A deferred tax asset ('DTA') is recognized for unused tax losses and tax credits carried forward, to the extent that it is probable that future taxable profits will be available. The Group considers future taxable profits as probable when it is more likely than not that taxable profits will be generated in the foreseeable future. When determining whether probable future taxable profits are available the probability threshold is applied to portions of the total amount of unused tax losses or tax credits, rather than the entire amount.
Given the nature of the tonnage tax regime, the Group has a substantial amount of unused tax losses and tax credits for which no future taxable profits are probable and therefore no DTA has been recognized.
No deferred tax liabilities have been recognized for temporary differences related to vessels for which the Group expects that the reversal of these differences will not have a tax effect.
In December 2017, changes to the Belgian corporate income tax rate were enacted, lowering the rate to 29.58% as from 2018 and to 25% from 2020. These changes have been reflected in the calculation of the amounts of deferred tax assets and liabilities in respect of Belgian Group entities as at December 31, 2019 and December 31, 2018.
36 Financial report 2019
Movement in deferred tax balances during the year
(in thousands of USD) | |||||
Balance at | Recognized | Recognized | Translation | Balance at | |
Jan 1, 2017 | in income | in equity | differences | Dec 31, 2017 | |
Provisions | 31 | (32) | - | 2 | 1 |
Employee benefits | 37 | 2 | - | 5 | 44 |
Unused tax losses & tax credits | 896 | 1,473 | - | 73 | 2,442 |
Total | 964 | 1,443 | - | 80 | 2,487 |
Balance at | Recognized | Recognized | Translation | Balance at | |
Jan 1, 2018 | in income | in equity | differences | Dec 31, 2018 | |
Provisions | 1 | (1) | - | - | - |
Employee benefits | 44 | (5) | - | (2) | 37 |
Unused tax losses & tax credits | 2,442 | (195) | - | (29) | 2,218 |
Total | 2,487 | (201) | - | (31) | 2,255 |
Balance at | Recognized | Recognized | Translation | Balance at | |
Jan 1, 2019 | in income | in equity | differences | Dec 31, 2019 | |
Provisions | - | - | - | - | - |
Employee benefits | 37 | (10) | - | (1) | 26 |
Unused tax losses & tax credits | 2,218 | 474 | - | (3) | 2,689 |
Total | 2,255 | 464 | - | (4) | 2,715 |
Note 10 - Non-current receivables
(in thousands of USD) | ||
December 31, 2019 | December 31, 2018 | |
Shareholders loans to joint ventures | 60,379 | 28,665 |
Derivatives | - | 7,930 |
Other non-current receivables | 2,094 | 2,062 |
Lease receivables | 8,609 | - |
Investment | 1 | 1 |
Total non-current receivables | 71,083 | 38,658 |
The shareholders loans to joint ventures as of December 31, 2019 and December 31, 2018 did not bear interest, except for the new shareholders loans to Bari Shipholding Ltd. and Bastia Shipholding Ltd. which bear an interest rate of 8%. Please refer to Note 26 for more information on the shareholders loans to joint ventures.
The derivatives relate to the fair market value of the Interest Rate Swaps, acquired through the acquisition of Gener8
Maritime Inc. and two forward cap contracts which were entered in 2018. As of December 31, 2019 there were no non- current receivables related to these IRSs anymore mainly because two have been settled in the course of 2019 and the remaining one matures in 2020 (see Note 14).
The lease receivables relate to the subleases of office space to third parties regarding the leased offices of Euronav UK and Euronav MI II Inc. (formerly Gener8 Maritime Inc.).
Financial report 2019 37
Financial report
The maturity date of the non-current receivables is as follows:
(in thousands of USD) | ||
December 31, 2019 | December 31, 2018 | |
Receivable: | ||
Within two years | 1,959 | 7,206 |
Between two and three years | 2,076 | - |
Between three and four years | 2,278 | 725 |
Between four and five years | 38,754 | 541 |
More than five years | 26,016 | 30,186 |
Total non-current receivables | 71,083 | 38,658 |
Because the shareholders loans are perpetual non-amortizing | Bari Shipholding Ltd and Bastia Shipholding Ltd which will |
loans, these non-current receivables are presented as maturing | mature in 2024. |
after 5 years with the exception of the shareholders loans to |
Note 11 - Bunker inventory
The Group has set up a Bunker Fuel Management Group to manage the fuel oil exposure in the future relating to the IMO 2020 requirements. IMO 2020 requires the vessels to operate with low Sulphur fuel (LSFO) which was expected to be higher priced due to anticipated or potential shortage in the production of LSFO and potential quality issues in the first months of 2020 compared to demand. The activity involves the purchase and storage of compliant fuel oil inventory on board of a Euronav vessel so that there would be a safety inventory available for the use on our own fleet going into the 2020 transition period.
The bunker inventory purchased and stored on this Euronav vessel is accounted for at the lower of cost and net realizable value with cost being determined on a weighted average basis. The cost includes: the purchase price, initial fuel inspection costs, the transport and handling costs for loading the bunker on our vessel and the effective portion of the change in fair value of
derivatives (see Note 14) designated as cashflow hedge of the underlying index between commitment and pricing.
In the course of 2019, the company purchased 420,000 metric ton of compliant fuel for an amount of USD 202.3 million (all costs included). As of December 31, 2019 the carrying amount of the bunker inventory amounted to USD 183.4 million.
This compliant fuel will be transferred to our vessels and used in the course of 2020. Bunkers delivered to vessels operating in the TI Pool, are sold to the TI Pool and bunkers on board of these pooled vessels are no longer shown as bunker inventory but as trade and other receivables.
The inventory is pledged as security to the USD 100 million loan facility (see Note 19).
38 Financial report 2019
Note 12 - Trade and other receivables - current
(in thousands of USD) | ||
December 31, 2019 | December 31, 2018* | |
Receivable from contracts with customers | 105,925 | 64,923 |
Receivable from contracts with customers - TI Pool | 146,613 | 161,737 |
Accrued income | 20,815 | 17,765 |
Accrued interest | 678 | 750 |
Deferred charges | 19,134 | 17,473 |
Deferred fulfillment costs | 2,556 | 2,140 |
Other receivables | 11,407 | 18,677 |
Lease receivables | 1,802 | - |
Derivatives | 57 | - |
Total trade and other receivables | 308,987 | 283,465 |
-
Due to the increased significance of inventory (see accounting policies), the Group has re-presented the comparative information. Bunkers on board of the vessels are shown under inventory and no longer under deferred charges as of December
31, 2018.
The increase in receivables from contracts with customers mainly relates to an increase in market freight rates at year-end.
The decrease in receivables from contracts with customers
- TI Pool relates to income to be received by the Group from the Tankers International Pool. These amounts decreased in 2019 due to a lower number of vessels in the TI Pool compared to 2018 and lower working capital per vessel in the Pool.
The increase in accrued income and deferred charges relate to a higher number of vessels on the spot market and higher market freight rates at year-end.
Fulfillment costs represent primarily bunker costs incurred between the date on which the contract of a spot voyage charter was concluded and the next load port. These expenses are deferred according to IFRS 15 Revenue from Contracts with Customers and are amortized on a systematic basis consistent with the pattern of transfer of service.
The decrease in other receivables relate mainly to outstanding receivables with Navig8 Pool. These amounts decreased because the relevant vessels were transferred to the TI Pool after the merger with Gener8 Maritime Inc in 2018.
The lease receivables relate to the sublease of office space to third parties regarding the leased offices of Euronav UK and Euronav MI II Inc. (formerly Gener8 Maritime Inc.).
For currency and credit risk, we refer to Note 19.
Note 13 - Cash and cash equivalents
(in thousands of USD) | ||
December 31, 2019 | December 31, 2018 | |
Receivable from contracts with customers | 215,000 | 62,500 |
Accrued income | 81,954 | 110,633 |
TOTAL | 296,954 | 173,133 |
Of which restricted cash | - | 79 |
NET CASH AND CASH EQUIVALENTS | 296,954 | 173,133 |
The bank deposits as at December 31, 2019 had an average maturity of 8 days (2018: 6 days).
The increase in cash and cash equivalents is mainly related to the sale and leaseback transaction as at December 30, 2019 (see Note 16). All cash is in different banks which all have a high credit rating.
Financial report 2019 39
Financial report
Note 14 - Equity
Number of shares issued
(in shares) | |||
December 31, 2019 | December 31, 2018 | December 31, 2017 | |
On issue at 1 January | 220,024,713 | 159,208,949 | 159,208,949 |
Issued in business combination | - | 60,815,764 | - |
On issue at 31 December - fully paid | 220,024,713 | 220,024,713 | 159,208,949 |
Upon the completion of the merger transaction with Gener8 Maritime Inc. on June 12, 2018, 60,815,764 new ordinary shares were issued at a stock price of USD 9.10 each (see Note
- increasing the number of shares issued to 220,024,713 shares (see Note 15). This resulted in an increase of USD 66.1 million in share capital and USD 487.3 million share premium.
As at December 31, 2019, the share capital is represented by 220,024,713 shares. The shares have no nominal value.
As at December 31, 2019, the authorized share capital not issued amounts to USD 83,898,616 (2018: USD 83,898,616 and 2017: USD 150,000,000) or the equivalent of 77,189,888 shares (2018: 77,189,888 shares and 2017: 138,005,652 shares).
The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at the shareholders' meetings of the Group.
Translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.
Hedging reserve
The Group, through two of its JV companies in connection to the USD 220.0 million facility raised in March 2018 (Note 16), entered on June 29, 2018 in several Interest Rate Swaps (IRSs) for a combined notional value of USD 208.8 million (Euronav's share amounts to 50%). These IRSs are used to hedge the risk related to the fluctuation of the Libor rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs have a remaining duration between two and three years matching the repayment profile of that facility and mature on July 21, 2022 and September 22, 2022 for FSO Asia and FSO Africa respectively. The notional value of these instruments at December 31, 2019 amounted to USD 139.2 million. The fair value of these instruments at December 31, 2019 amounted to USD (2.4) million (100%), of which USD (1.5) million was reflected in OCI at the level of the JV companies in 2019 (Note 26).
The Group, through the acquisition of Gener8 Maritime Inc. on June 12, 2018, acquired several IRSs for a combined notional value of USD 668.0 million. These IRSs were used to hedge the risk related to the fluctuation of the Libor rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. Two IRSs have been settled in 2019 (see Note 6) and the one remaining has a duration of less than one year matching the repayment profile of that facility and matures in September 2020. The notional value of this instrument at December 31, 2019 amounted to USD
382.4 million. The fair value of this instrument at December 31, 2019 amounted to USD (0.2) million (see Note 18) and USD 1.2 million has been recognized in OCI.
The Group, through the long term charter parties with Valero for two Suezmaxes (Cap Quebec and Cap Pembroke), entered on March 28, 2018 and April 20, 2018, in two IRSs for a combined notional value of USD 86.8 million. These IRSs are used to hedge the risk related to the fluctuation of the Libor rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These IRSs have the same duration as the long term charter parties matching the repayment profile of the underlying USD 173.6 million facility and mature on March 28, 2025. The notional value of these instruments at December 31, 2019 amounted to USD 76.8 million. The fair value of these instruments at December 31, 2019 amounted to USD (3.4) million (see Note 18).
The Group entered on December 7, 2018 into two forward cap contracts (CAPs) with a strike at 3.25% starting on October 1, 2020, to hedge against future increase of interest rates with a notional value of USD 200.0 million and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments have been measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss. These CAPs have a maturity date at October 3, 2022. The notional value of these instruments at December 31, 2019 amounted to USD 200.0 million. The fair value of these instruments at December 31, 2019 amounted to
40 Financial report 2019
USD 0.1 million (see Note 12) and USD (0.7) million has been recognized in OCI in 2019.
During 2019, the Group entered into several commodity swaps and futures for a combined notional value of USD 133.6 million in connection with its low sulfur fuel oil project. These swaps were used to hedge a potential increase in the index underlying the price of low sulfur fuel between the purchase date and the delivery date of the product, i.e. when title to the low sulphur fuel is actually transferred. These qualified as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments were measured at their fair value; effective changes in fair value were recognized in OCI and the ineffective portion was recognized in profit or loss. These swaps were settled in the third quarter of 2019 at the moment of the delivery of the fuel.
Treasury shares
As of December 31, 2019 Euronav owned 4,946,216 of its own shares, compared to 1,237,901 of shares owned on December 31, 2018. In the twelve months period ended December 31, 2019, Euronav bought back 3,708,315 shares at an aggregate cost of USD 31.0 million.
Dividends
On May 9, 2019, the Annual Shareholders' meeting approved a full year dividend of USD 0.12 per share. Taking into account the interim dividend approved in August 2018 in the amount of USD 0.06 per share, the dividend paid after the AGM was USD 0.06 per share. The dividend to holders of Euronav shares trading on Euronext Brussels was paid in EUR at the USD/EUR exchange rate of the record date.
During its meeting of August 6, 2019, the Board of Directors of Euronav approved an interim dividend for the first semester 2019 of USD 0.06 per share. The interim dividend of USD 0.06 per share was payable as from October 8, 2019. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date.
On March 24, 2020, the Board of Directors proposed the Annual Shareholders' meeting be held on May 20, 2020, to approve a full year dividend of USD 0.35 per share. Taking into account the interim dividend approved in August 2019 in the amount of USD 0.06 per share, the expected dividend payable after the AGM should be USD 0.29 per share. The total USD 0.35 dividend per share complies with the Group's policy to return 80% of the net income to shareholders excluding capital gains.
The total amount of dividends paid in 2019 was USD 26.0 million (USD 22.6 million in 2018).
Long term incentive plan 2015
The Group's Board of Directors implemented in 2015 a long term incentive plan ('LTIP') for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years and 60% in the form of restricted stock
units ('RSU's'), with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSU's were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date. The stock options have an exercise price of EUR 10.0475 and are equity-settled. All the RSU's were exercised in the first quarter of 2018. As of December 31, 2019, all the stock options remained outstanding. The fair value of the stock options was measured using the Black Scholes formula. The total employee benefit expense recognized in the consolidated statement of profit or loss during 2019 with respect to the LTIP 2015 was USD 0 thousand.
Long term incentive plan 2016
The Group's Board of Directors implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel is eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 54,616 phantom stock units were granted on February 2, 2016 and one-third was vested on the second anniversary and one- third on the third anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2019, 12,500 phantom stocks were outstanding. The LTIP 2016 qualifies as a cash-settled share- based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2016, measured based on the Company's share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation income recognized in the consolidated statement of profit or loss during 2019 was USD 0.1 million.
Long term incentive plan 2017
The Group's Board of Directors implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017 and one-third was vested on the second anniversary. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2019, 32,420 phantom stocks were outstanding. The LTIP 2017 qualifies as a cash-settled share- based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2017, measured based on the Company's share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation expense recognized in the consolidated statement of profit or loss during 2019 was USD 22,000.
Financial report 2019 41
Financial report
Long term incentive plan 2018
The Group's Board of Directors implemented in 2018 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel is eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 154,432 phantom stock units were granted on February 16, 2018. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2019, 107,780 phantom stocks were outstanding. The LTIP 2018 qualifies as a cash-settledshare-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2018, measured based on the Company's share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation expense recognized in the consolidated statement of profit or loss during 2019 was USD 0.7 million.
Transaction Based Incentive Plan 2019
The Group's Board of Directors has implemented in 2019 a transaction-based incentive plan for key management personnel. Under the terms of this TBIP, key management personnel is eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the Fair Market Value ("FMV") of one share of the Company multiplied by the number of phantom stock units that have vested prior to the settlement date. The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date. The vesting and settlement of the TBIP is spread over five years. The phantom stock awarded vests in four tranches: the first tranche of 12% vesting when the FMV reaches USD 12 (decreased with the amount of dividend paid since grant, if any), the second tranche of 19% vesting when the FMV reaches USD 14 (decreased with the amount of dividend paid since grant, if any)), the third tranche of 25% vesting when the FMV reaches USD 16 (decreased with the amount of dividend paid since grant, if any) and the fourth tranche of 44% vesting when the FMV reaches USD 18 (decreased with the amount of dividend paid since grant, if any). In total a number of 1,200,000 phantom stock units were granted on January 8, 2019. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2019, 800,000 phantom stocks were outstanding. The TBIP 2019 qualifies as a cash-settledshare-based payment transaction as the Company receives services from the participants and incur an obligation to settle the transaction in cash. The Company recognizes a liability at fair value in respect of its obligations under the TBIP 2019. The fair value of the plan is being determined using a binominal model with cost being spread of the expected vesting period over the various tranches. The compensation expense recognized in the consolidated statement of profit or loss during 2019 was USD 1.8 million.
42 Financial report 2019
Note 15 - Earnings per share
Basic earnings per share
The calculation of basic earnings per share was based on a result attributable to ordinary shares and a weighted average number of ordinary shares outstanding during the period ended December of each year, calculated as follows:
Result attributable to ordinary shares
2019 | 2018 | 2017 |
Result for the period (in USD)
Weighted average number of ordinary shares Basic earnings per share (in USD)
112,230,267 | (110,069,928) | 1,382,530 |
216,029,171 | 191,994,398 | 158,166,534 |
0.52 | (0.57) | 0.01 |
Weighted average number of ordinary shares
(in shares) | Weighted | ||
Shares | Treasury | Shares | number of |
issued | shares | outstanding | shares |
On issue at January 1, 2017
Issuance of shares Purchases of treasury shares Withdrawal of treasury shares Sales of treasury shares
On issue at December 31, 2017
On issue at January 1, 2018
Issuance of shares Purchases of treasury shares Withdrawal of treasury shares Sales of treasury shares
On issue at December 31, 2018
On issue at January 1, 2019
Issuance of shares Purchases of treasury shares Withdrawal of treasury shares Sales of treasury shares
On issue at December 31, 2019
159,208,949 | 1,042,415 | 158,166,534 | 158,166,534 |
- | - | - | - |
- | - | - | - |
- | - | - | - |
- | - | - | - |
159,208,949 | 1,042,415 | 158,166,534 | 158,166,534 |
159,208,949 | 1,042,415 | 158,166,534 | 158,166,534 |
60,815,764 | - | 60,815,764 | 33,823,562 |
- | 545,486 | (545,486) | (13,917) |
- | - | - | - |
- | (350,000) | 350,000 | 18,219 |
220,024,713 | 1,237,901 | 218,786,812 | 191,994,398 |
220,024,713 | 1,237,901 | 218,786,812 | 218,786,812 |
- | - | - | - |
- | 3,708,315 | (3,708,315) | (2,757,641) |
- | - | - | - |
- | - | - | - |
220,024,713 | 4,946,216 | 215,078,497 | 216,029,171 |
Financial report 2019 43
Financial report
Diluted earnings per share
For the twelve months ended December 31, 2019, the diluted earnings per share (in USD) amount to 0.52 (2018: (0.57) and 2017: 0.01). At December 31, 2019, December 31, 2018 and December 31, 2017, 236,590 options issued under the LTIP 2015 were excluded from the calculation of the diluted weighted average number of shares because these 236,590 options were out-of-the money and have been considered as anti-dilutive.
(in shares)
2019
Weighted average number of
ordinary shares (diluted)
The table below shows the potential weighted number of shares that could be created if all stock options and restricted stock units were to be converted into ordinary shares.
20182017
Weighted average of ordinary shares outstanding (basic) | 216,029,171 | 191,994,398 | 158,166,534 |
Effect of share-based payment arrangements | - | - | 130,523 |
Weighted average number of ordinary shares (diluted) | 216,029,171 | 191,994,398 | 158,297,057 |
There are no more remaining outstanding instruments at December 31, 2019 and December 31, 2018 which can give rise to dilution, except for the Euronav stock options of the LTIP 2015.
44 Financial report 2019
Note 16 - Interest-bearing loans and borrowings
(in thousands of USD) | ||||||
Note | Bank loans | Other notes | Lease liabilities | Other borrowings Total | ||
More than 5 years | - | 157,180 | - | - | - | 157,180 |
Between 1 and 5 years | - | 496,550 | 147,619 | - | - | 644,169 |
More than 1 year | 653,730 | 147,619 | - | - | 801,349 | |
Less than 1 year | - | 47,361 | - | - | 50,010 | 97,371 |
At January 1, 2018 | 701,091 | 147,619 | - | 50,010 | 898,720 | |
New loans | - | 973,550 | - | - | 447,810 | 1,421,360 |
Scheduled repayments | - | (84,493) | - | - | (435,213) | (519,706) |
Early repayments | 25 | (825,691) | (205,710) | - | - | (1,031,401) |
Acquisitions through business combinations | 25 | 1,106,736 | 205,710 | - | - | 1,312,446 |
Other changes | 25 | (311,191) | 547 | - | - | (310,644) |
Translation differences | - | - | - | - | (2,265) | (2,265) |
Balance at December 31, 2018 | 1,560,002 | 148,166 | - | 60,342 | 1,768,510 | |
More than 5 years | - | 433,662 | - | - | - | 433,662 |
Between 1 and 5 years | - | 987,803 | 148,166 | - | - | 1,135,969 |
More than 1 year | 1,421,465 | 148,166 | - | - | 1,569,631 | |
Less than 1 year | - | 138,537 | - | - | 60,342 | 198,879 |
Balance at December 31, 2018 | 1,560,002 | 148,166 | - | 60,342 | 1,768,510 | |
More than 5 years | - | 433,662 | - | - | - | 433,662 |
Between 1 and 5 years | - | 987,803 | 148,166 | - | - | 1,135,969 |
More than 1 year | 1,421,465 | 148,166 | - | - | 1,569,631 | |
Less than 1 year | - | 138,537 | - | - | 60,342 | 198,879 |
At January 1, 2019 | 1,560,002 | 148,166 | - | 60,342 | 1,768,510 | |
New loans | - | 986,755 | 50,500 | 498 | 896,145 | 1,933,898 |
Adoption IFRS 16 | 1 | - | - | 105,238 | - | 105,238 |
Scheduled repayments | - | (92,651) | - | (30,214) | (708,135) | (831,000) |
Early repayments | - | (1,225,747) | - | - | - | (1,225,747) |
Other changes | - | (4,908) | (95) | - | - | (5,003) |
Translation differences | - | - | - | 102 | (1,139) | (1,037) |
Balance at December 31, 2019 | 1,223,451 | 198,571 | 75,624 | 247,213 | 1,744,859 | |
More than 5 years | - | 628,711 | - | 1,652 | 630,363 | |
Between 1 and 5 years | - | 545,233 | 198,571 | 41,509 | 107,978 | 893,291 |
More than 1 year | 1,173,944 | 198,571 | 43,161 | 107,978 | 1,523,654 | |
Less than 1 year | - | 49,507 | - | 32,463 | 139,235 | 221,205 |
Balance at December 31, 2019 | 1,223,451 | 198,571 | 75,624 | 247,213 | 1,744,859 |
The amounts shown under "New Loans" and "Early Repayments" include drawdowns and repayments under revolving credit facilities during the year.
Financial report 2019 45
Financial report
Bank Loans
On October 13, 2014, the Group entered into a USD 340.0 million senior secured credit facility with a syndicate of banks. Borrowings under this facility were used to partially finance the acquisition of the four (4) modern Japanese built VLCC vessels ('the VLCC Acquisition Vessels') from Maersk Tankers Singapore Pte Ltd and to repay USD 153.1 million of outstanding debt and retire the Group's USD 300.0 million Secured Loan Facility dated April 3, 2009. This facility is comprised of (i) a USD 148.0 million non-amortizing revolving credit facility and (ii) a USD 192.0 million term loan facility. This facility has a term of 7 years and bears interest at LIBOR plus a margin of 2.25% per annum. This credit facility is secured by seven of our wholly-owned vessels. On October 22, 2014 a first drawdown under this facility was made to repay a former USD 300 million secured loan facility, followed by additional drawdowns on December 22, 2014 and December 23, 2014 for an amount of 60.3 million and 50.3 million following the delivery of the Hojo and Hakone respectively. On March 3, 2015 and April 13, 2015 additional drawdowns of 53.4 million and
-
million were made following the delivery of the Hirado and Hakata respectively. Following the sale of the Suezmax
Felicity in January 2019, the total revolving credit facility was reduced by USD 13.6 million and an early repayment of USD
- million. As of December 31, 2019 and December 31, 2018, the outstanding balance on this facility was USD 43.4 million and USD 184.8 million, respectively.
On August 19, 2015, the Group entered into a USD 750.0 million senior secured amortizing revolving credit facility with a syndicate of banks. The facility is available for the purpose of
-
refinancing 21 vessels; (ii) financing four newbuilding VLCCs vessels as well as (iii) Euronav's general corporate and working capital purposes. The credit facility will mature on 1 July 2022 and carries a rate of LIBOR plus a margin of 195 bps. As of
December 31, 2019 and December 31, 2018, the outstanding balance under this facility was USD 130.0 million and USD 165.0 million, respectively. This facility is currently secured by 17 of our wholly-owned vessels.
On November 9, 2015, the Group entered into a USD 60.0 million unsecured revolving credit facility which will mature on November 9, 2020 carrying a rate of LIBOR plus a margin of 2.25%. As of December 31, 2019 and December 31, 2018, there was no outstanding balance under this facility.
On December 16, 2016, the Group entered into a USD 409.5 million senior secured amortizing revolving credit facility for the purpose of refinancing 11 vessels as well as Euronav's general corporate purposes. The credit facility was used to refinance the USD 500 million senior secured credit facility dated March 25, 2014 and will mature on January 31, 2023 carrying a rate of LIBOR plus a margin of 2.25%. Following the sale and lease back of the VLCC Nautica, Nectar and Noble in December 2019, the total revolving credit facility was reduced by USD 56.9 million. As of December 31, 2019 and December 31, 2018, the outstanding balance on this facility was USD 90.0 million and USD 150.0 million, respectively. The credit facility is secured by 8 vessels.
On January 30, 2017, the Group signed a loan agreement for a nominal amount of USD 110.0 million with the purpose of financing the Ardeche and the Aquitaine (see Note 8). On April 25, 2017, following a successful syndication, the loan was replaced with a new Korean Export Credit facility for a nominal amount of USD 108.5 million with Korea Trade Insurance Corporation or "K-sure" as insurer. The new facility is comprised of (i) a USD 27.1 million commercial tranche, which bears interest at LIBOR plus a margin of 1.95% per annum and
-
a USD 81.4 million tranche insured by K-sure which bears interest at LIBOR plus a margin of 1.50% per annum. The facility is repayable over a term of 12 years, in 24 installments at successive six month intervals, each in the amount of USD
3.6 million together with a balloon installment of USD 21.7 million payable with the 24th installment on January 12, 2029. The K-sure insurance premium and other related transaction costs for a total amount of USD 3.2 million are amortized over the lifetime of the instrument using the effective interest rate method. As of December 31, 2019 and December 31, 2018, the outstanding balance on this facility was USD 90.5 million and USD 97.7 million, respectively in aggregate. This facility is secured by the VLCCs the Ardeche and the Aquitaine. The facility agreement contains a provision that entitles the lenders to require us to prepay to the lenders, on January 12, 2024, with 180 days' notice, their respective portion of any advances granted to us under the facility. The facility agreement also contains provisions that allow the remaining lenders to assume an outgoing lender's respective portion(s) of the advances made to us or to allow us to suggest a replacement lender to assume the respective portion of such advances.
On March 22, 2018, the Group signed a senior secured credit facility for an amount of USD 173.6 million with Kexim, BNP and Credit Agricole Corporate and Investment bank acting also as Agent and Security Trustee. The purpose of the loan was to finance up to 70 per cent of the aggregate contract price of the four Ice Class Suezmax vessels that were delivered over the course of 2018. The new facility was comprised of (i) a USD 69.4 million commercial tranche, which bears interest at LIBOR plus a margin of 2.0% per annum and (ii) a USD 104.2 million ECA tranche which bears interest at LIBOR plus a margin of 2.0% per annum. The commercial tranche is repayable by 24 equal consecutive semi-annual installments, each in the amount of USD 0.6 million per vessel together with a balloon installment of USD 3.5 million payable with the 24th and last installment on August 24, 2030. The ECA tranche is repayable by 24 consecutive semi-annual installments, each in the amount of USD 1.1 million per vessel and last installment on August 24, 2030. Transaction costs for a total amount of USD 1.6 million are amortized over the lifetime of the instrument using the effective interest rate method. As of December 31, 2019 and December 31, 2018, the outstanding balance on this facility was USD 156.9 million and USD 170.2 million, respectively. Lenders of the facility have a put option on the 7th anniversary of the facility, for which a notice has to be served 13 months in advance requesting a prepayment of their remaining contribution. After receiving notice, the Group will have to either repay the relevant contribution on the 7th year anniversary or to transfer this
46 Financial report 2019
As a result of the business combination on June 12, 2018, Euronav assumed the USD 633.5 million senior secured loan facility from Gener8 Maritime Inc. This facility provided for term loans up to the aggregate approximate amount of USD
963.7 million, which is comprised of a tranche of term loans to be made available by a syndicate of commercial lenders up to the aggregate approximate amount of USD 282.0 million
(the "Commercial Tranche"), a tranche of term loans to be fully guaranteed by the Export-Import Bank of Korea ("KEXIM") up to the aggregate approximate amount of up to USD 139.7 million (the "KEXIM Guaranteed Tranche"), a tranche of term loans to be made available by KEXIM up to the aggregate approximate amount of USD 197.4 million (the "KEXIM Funded Tranche") and a tranche of term loans insured by Korea Trade Insurance Corporation ("K-Sure") up to the aggregate approximate amount of USD 344.6 million (the "K-Sure Tranche"). The Commercial Tranche with a final maturity on September 28, 2022, bears interest at LIBOR plus a margin of 2.75% per annum and is reduced in 10 remaining installments of consecutive three-month interval and a balloon repayment at maturity in 2022. The KEXIM Guaranteed Tranche, with a final maturity on February 28, 2029, bears interest at LIBOR plus a margin of 1.50% per annum and is reduced in 39 remaining installments of consecutive three-month interval. The KEXIM Funded Tranche, with a final maturity on February 28, 2029, bears interest at LIBOR plus a margin of 2.60% per annum and is reduced in 39 remaining installments of consecutive three- month interval. The K-Sure Tranche, with a final maturity on
February 28, 2029, bears interest at LIBOR plus a margin of
1.70% per annum and is reduced in 39 remaining installments of consecutive three-month interval. This facility was secured by 13 of our wholly-owned vessels. As of December 31, 2018, the outstanding balance on this facility was USD 604.8 million.
On September 26, 2019, the Group repaid this facility in full
(USD 561.6 million) using a portion of the borrowings under our new USD 700.0 million Senior Secured Credit Facility.
As a result of the business combination on June 12, 2018, Euronav assumed the USD 581.0 million senior secured loan facility from Gener8 Maritime Inc. This facility with a final maturity on September 3, 2020 bears interest at LIBOR plus a margin of 3.75% per annum and was reduced in 9 remaining installments of consecutive six-month interval and a final USD
77.4 million repayment is due at maturity in 2020. This facility was secured by 10 of our wholly-owned vessels and a pledge of certain of our and Gener8 Maritime Sub II vessel owning subsidiaries' respective bank accounts. On September 17, 2018, the Group repaid this facility in full (USD -139.7 million) using a portion of the borrowings under the new USD 200.0 million senior secured credit facility.
On September 7, 2018, the Group signed a senior secured credit facility for an amount of USD 200.0 million. The Group used the proceeds of this facility to refinance all remaining indebtedness under the USD 581.0 million senior secured loan facility, the USD 67.5 million secured loan facility (Larvotto), and the USD 76.0 million secured loan facility (Fiorano). This facility is secured by 9 of our wholly-owned vessels. This revolving credit facility is reduced in 12 installments of consecutive six- month interval and a final USD 55.0 million repayment is
due at maturity in 2025. This facility bears interest at LIBOR plus a margin of 2.0% per annum plus applicable mandatory costs. As of December 31, 2019 and December 31, 2018, the outstanding balance on this facility was USD 100.0 million and USD 200.0 million, respectively.
On June 27, 2019, the Group entered into a USD 100.0 million senior secured amortizing revolving credit facility with a syndicate of banks of which ABN Amro Bank also acting as Coordinator, Agent and Security Trustee. The facility, secured by the Oceania and the bunker inventory bought in anticipation of the new legislation starting in January 1, 2020, will mature on December 31, 2021 and carries a rate of LIBOR plus a margin of 2.10%. As of December 31, 2019, the outstanding balance on this facility was USD 70.0 million.
On August 28, 2019, the Group entered into a USD 700.0 million senior secured amortizing revolving credit facility with a syndicate of banks and Nordea Bank Norge SA acting as Agent and Security Trustee for the purpose of refinancing all remaining indebtedness under the USD 633.5 million senior secured loan facility. The credit facility will mature on January 31, 2026 carrying a rate of LIBOR plus margin of 1.95%. The facility is secured by 13 of our wholly-owned vessels. As of December 31, 2019, the outstanding balance on this facility was USD 560.0 million.
Undrawn borrowing facilities
At December 31, 2019, Euronav and its fully-owned subsidiaries have undrawn credit line facilities amounting to USD 753.1 million committed for at least one year (2018: USD 498.9 million).
Financial report 2019 47
Financial report
Terms and debt repayment schedule
The terms and conditions of outstanding loans were as follows:
(in thousands of USD) | December 31, 2019 | December 31, 2018 | |||||
Nominal | |||||||
interest | Year of | Facility | Carrying | Facility | Carrying | ||
Curr. rate | mat. | size | Drawn | value | size | Drawn | value |
Secured vessels loan 192M
Secured vessels Revolving loan 148M*
Secured vessels Revolving loan 750M*
Secured vessels Revolving loan 409.5M*
Secured vessels loan 27.1M
Secured vessels loan 81.4M
Secured vessels loan 69.4M
Secured vessels loan 104.2M
Secured vessels loan 89.7M
Secured vessels loan 221.4M
Secured vessels loan 126.8M
Secured vessels loan 195.7M
Secured vessels Revolving loan 200.0M*
Secured vessels Revolving loan 100.0M*
Secured vessels Revolving loan 700.0M*
Unsecured bank facility 60M
Total interest-bearing bank loans
libor | ||||||||
USD | +2.25% | 2021 | 43,447 | 43,447 | 42,859 | 79,762 | 79,762 | 78,746 |
libor | - | - | ||||||
USD | +2.25% | 2021 | 133,962 | 147,559 | 105,000 | 105,000 | ||
libor | ||||||||
USD | +1.95% | 2022 | 322,340 | 130,000 | 128,205 | 395,289 | 165,000 | 162,002 |
libor | ||||||||
USD | +2.25% | 2023 | 212,459 | 90,000 | 88,328 | 316,060 | 150,000 | 147,541 |
libor | ||||||||
USD | +1.95% | 2029 | 26,007 | 26,007 | 25,389 | 26,459 | 26,459 | 24,711 |
libor | ||||||||
USD | +1.50% | 2029 | 64,452 | 64,452 | 62,970 | 71,236 | 71,236 | 70,507 |
libor | ||||||||
USD | + 2.0% | 2030 | 63,635 | 63,635 | 63,635 | 68,263 | 68,263 | 68,263 |
libor | ||||||||
USD | +2.0% | 2030 | 93,283 | 93,283 | 92,035 | 101,961 | 101,961 | 100,490 |
libor | - | - | - | |||||
USD | +1.5% | 2029 | 85,295 | 85,295 | 85,295 | |||
libor | - | - | - | |||||
USD | +1.7% | 2029 | 210,459 | 210,459 | 210,459 | |||
libor | - | - | - | |||||
USD | +2.6% | 2029 | 120,553 | 120,553 | 120,553 | |||
libor | - | - | - | |||||
USD | +2.75% | 2022 | 188,481 | 188,481 | 188,481 | |||
libor | ||||||||
USD | +2.0% | 2025 | 174,344 | 100,000 | 98,445 | 200,000 | 200,000 | 197,955 |
libor | - | - | - | |||||
USD | +2.1% | 2021 | 100,000 | 70,000 | 69,043 | |||
libor | - | - | - | |||||
USD | +1.95% | 2026 | 700,000 | 560,000 | 552,542 | |||
libor | - | - | - | - | ||||
USD | +2.25% | 2020 | 60,000 | 60,000 | ||||
1,993,929 | 1,240,824 | 1,223,451 | 2,071,375 | 1,572,467 | 1,560,002 | |||
The facility size of the vessel loans can be reduced if the value | * The total amount available under the revolving loan Facilities |
of the collateralized vessels falls under a certain percentage of | depends on the total value of the fleet of tankers securing the |
the outstanding amount under that loan. | facility. |
Other notes
(in thousands of USD) | December 31, 2019 | December 31, 2018 | |||||||
Nominal | |||||||||
interest | Year of | Facility | Carrying | Facility | Carrying | ||||
Curr. | rate | mat. | size | Drawn | value | size | Drawn | value | |
Unsecured notes | USD | 7.50% | 2022 | 200,000 | 200,000 | 198,571 | 150,000 | 150,000 | 148,166 |
Total other notes | 200,000 | 200,000 | 198,571 | 150,000 | 150,000 | 148,166 |
48 Financial report 2019
On June 14, 2019, the Group successfully completed a tap issue of USD 50 million under its existing senior unsecured bonds. The bonds have the same maturity date and carry the same coupon of 7.50%. The tap issue was priced at 101% of par value. Arctic Securities AS, DNB Markets and Nordea acted as joint lead managers in connection with the placement of the tap issue. The related transaction costs of USD 675,000 are amortized over the lifetime of the instrument using the effective interest rate method as well as the above par issuance of USD 500,000.
Other borrowings
On June 6, 2017, the Group signed an agreement with BNP to act as dealer for a Treasury Notes Program with a maximum outstanding amount of 50 million Euro. On October 1, 2018, KBC has been appointed as an additional dealer in the agreement and the maximum amount has been increased from 50 million Euro to 150 million Euro. As of December 31, 2019, the outstanding amount was USD 122.8 million or 109.3 million Euro (December 31, 2018: USD 60.3 million or 52.7 million Euro). The Treasury Notes are issued on an as needed basis with different durations not exceeding 1 year, and initial pricing is set to 60 bps over Euribor. The company enters into FX forward contracts to manage the currency risks related to these instruments issued in Euro compared to the USD Group functional currency. The FX contracts have the same nominal amount and duration as the issued Treasury Notes and they are measured at fair value with changes in fair value recognized in the consolidated statement of profit or loss. On December 31, 2019, the fair value of these forward contracts amounted to USD 1.3 million.
On December 30, 2019, the Company entered into a sale and leaseback agreement for three VLCCs. The three VLCCs are the Nautica (2008 - 307,284), Nectar (2008 - 307,284) and Noble (2008 - 307,284). The vessels were sold and were leased back under a 54-months bareboat contract at an average rate of USD 20,681 per day per vessel. In accordance with IFRS, this transaction was not accounted for as a sale but Euronav as seller-lessee will continue to recognize the transferred assets and recognized a financial liability equal to the net transfer proceeds of USD 124.4 million. At the end of the bareboat contract, the vessels will be redelivered to their new owners. Euronav may, at any time on and after the 1st anniversary, notify the owners by serving an irrevocable written notice at least three months prior to the proposed purchase option date of the charterers' intention to terminate this charter on the purchase option date and purchase the vessel from the owners for the applicable purchase option price.
The future lease payments for these leaseback agreements are as follows:
(in thousands of USD)
December 31, 2019 | |
Less than one year | 22,853 |
Between one and five years | 79,211 |
Total future lease payables | 102,064 |
Transaction and other financial costs
The heading 'Other changes' in the first table of this footnote reflects the recognition of directly attributable transaction costs as a deduction from the fair value of the corresponding liability, and the subsequent amortization of such costs. In 2019, the Group recognized USD 4.7 million of amortization of financing costs. The Group recognized USD 0.7 million of directly attributable transaction costs as a deduction from the fair value of the USD 50.0 million tap issue under its existing senior unsecured bonds entered into June 14, 2019, USD 1.2 million of directly attributable transaction costs as a deduction from the fair value of the USD 100.0 million senior secured amortizing loan facility entered into June 27, 2019 and USD 7.8 million of directly attributable transaction costs as a deduction from the fair value of the USD 700.0 million senior secured amortizing loan facility entered into August 28, 2019.
Interest expense on financial liabilities measured at amortized cost increased during the year ended December 31, 2019, compared to 2018 (2019: USD (-84.4) million, 2018: USD (-68.0) million). This increase was attributable to an increase in the average outstanding debt during the year as a result of the merger with Gener8 Maritime Inc. combined with increased interest rates. Other financial charges increased in 2019 compared to 2018 (2019: USD (-7.5) million, 2018: USD (-6.8) million) which was primarily attributable to commitment fees paid for available credit lines.
Interest on lease liabilities (USD: -4.8 million) were recognized due to the adoption of IFRS 16 on January 1, 2019 (see Note 1.18).
Financial report 2019 49
Financial report
Reconciliation of movements of liabilities to cash flows arising from financing activities
Liabilities | ||||
Loans and | Other | Other | Lease | |
Note | borrowings | Notes | borrowings | Liabilities |
Restated balance at January 1, 2018 | |
Changes from financing cash flows | |
Proceeds from loans and borrowings | 16 |
Proceeds from issue of other borrowings | 16 |
Proceeds from sale of treasury shares | 14 |
Purchase treasury shares | 14 |
Transaction costs related to loans and borrowings | 16 |
Repayment of borrowings | 16 |
Dividend paid | - |
Total changes from financing cash flows
701,091 | 147,619 | 50,010 | - |
973,550 | - | - | - |
- | - | 10,332 | - |
- | - | - | - |
- | - | - | - |
(3,849) | - | - | - |
(910,184) | (205,710) | - | - |
- | - | - | - |
59,517 | (205,710) | 10,332 | - |
Other changes | |||||
Liability-related | |||||
Acquisitions through business combinations | 25 | 1,106,736 | 205,710 | - | - |
Sale of loans through disposal of subsidiaries | 25 | (310,968) | - | - | - |
Amortization of transaction costs | 16 | 3,626 | 547 | - | - |
Total liability-related other changes | 799,394 | 206,257 | - | - | |
Total equity-related other changes | 14 | - | - | - | - |
Balance at December 31, 2018 | 1,560,002 | 148,166 | 60,342 | - | |
Restated balance at January 1, 2019 | 1,560,002 | 148,166 | 60,342 | 105,736 | |
Changes from financing cash flows | |||||
Proceeds from loans and borrowings | 16 | 986,755 | 50,500 | - | - |
Proceeds from issue of other borrowings | 16 | - | - | 62,446 | - |
Proceeds from sale of treasury shares | 14 | - | - | - | - |
Purchase treasury shares | 14 | - | - | - | - |
Proceeds from sale and leaseback agreement | 16 | - | - | 124,425 | - |
Transaction costs related to loans and borrowings | 16 | (9,046) | (675) | - | - |
Repayment of borrowings | 16 | (1,318,398) | - | - | - |
Repayment of lease liabilities | 16 | - | - | - | (30,214) |
Dividend paid | - | - | - | - | - |
Total changes from financing cash flows | (340,689) | 49,825 | 186,871 | (30,214) | |
Other changes | |||||
Liability-related | |||||
Amortization of transaction costs | 16 | 4,138 | 674 | - | - |
Amortization of above par issuance | 16 | - | (94) | - | - |
Translation differences | 16 | - | - | - | 102 |
Total liability-related other changes | 4,138 | 580 | - | 102 | |
Total equity-related other changes | 14 | - | - | - | - |
Balance at December 31, 2019 | 1,223,451 | 198,571 | 247,213 | 75,624 |
50 Financial report 2019
Equity | ||||
Share | ||||
capital / | Treasury | Retained | ||
premium | Reserves | shares | earnings | Total |
1,388,273 | 568 | (16,102) | 471,877 | 2,743,336 |
- | - | - | - | 973,550 |
- | - | - | - | 10,332 |
- | - | 5,406 | (3,112) | 2,294 |
- | - | (3,955) | - | (3,955) |
- | - | - | - | (3,849) |
- | - | - | - | (1,115,894) |
- | - | - | (22,643) | (22,643) |
- | - | 1,451 | (25,755) | (160,165) |
- | - | - | - | 1,312,446 |
- | - | - | - | (310,968) |
- | - | - | - | 4,173 |
- | - | - | - | 1,005,651 |
553,424 | (2,855) | - | (110,358) | 440,211 |
1,941,697 | (2,287) | (14,651) | 335,764 | 4,029,033 |
1,941,697 | (2,287) | (14,651) | 335,764 | 4,134,769 |
- | - | - | - | 1,037,255 |
- | - | - | - | 62,446 |
- | - | - | - | - |
- | - | (30,965) | - | (30,965) |
- | - | - | - | 124,425 |
- | - | - | - | (9,721) |
- | - | - | - | (1,318,398) |
- | - | - | - | (30,214) |
- | - | - | (26,015) | (26,015) |
- | - | (30,965) | (26,015) | (191,187) |
- | - | - | - | 4,812 |
- | - | - | - | (94) |
- | - | - | - | 102 |
- | - | - | - | 4,820 |
- | (1,996) | - | 110,309 | 108,313 |
1,941,697 | (4,283) | (45,616) | 420,058 | 4,056,715 |
Financial report 2019 51
Financial report
Note 17 - Employee benefits
The amounts recognized in the balance sheet are as follows:
(in thousands of USD) | |||
December 31, 2019 | December 31, 2018 | December 31, 2017 | |
NET LIABILITY AT BEGINNING OF PERIOD | (4,336) | (3,984) | (2,846) |
Recognized in profit or loss | (2,589) | (616) | (827) |
Recognized in other comprehensive income | (1,223) | 120 | 64 |
Foreign currency translation differences | 54 | 144 | (375) |
NET LIABILITY AT END OF PERIOD | (8,094) | (4,336) | (3,984) |
Present value of funded obligations | (4,298) | (3,538) | (3,537) |
Fair value of plan assets | 3,241 | 2,970 | 2,760 |
(1,057) | (568) | (777) | |
Present value of unfunded obligations | (7,037) | (3,768) | (3,207) |
NET LIABILITY | (8,094) | (4,336) | (3,984) |
Amounts in the balance sheet: | |||
Liabilities | (8,094) | (4,336) | (3,984) |
Assets | - | - | - |
NET LIABILITY | (8,094) | (4,336) | (3,984) |
Liability for defined benefit obligations
The Group makes contributions to three defined benefit plans that provide pension benefits for employees upon retirement.
One plan - the Belgian plan - is fully insured through an insurance company. The second and third - French and Greek plans - are uninsured and unfunded. The unfunded obligations include provisions in respect of LTIP 2016, LTIP 2017, LTIP 2018 and TBIP 2019 (see Note 14).
The Group expects to contribute the following amount to its defined benefit pension plans in 2020: USD 49,596.
The valuation used for the defined contribution plans is the Projected Unit Credit Cost as prescribed by IAS 19 R.
The Group expects to contribute the following amount to its defined contribution pension plans in 2020: USD 355,511.
52 Financial report 2019
Note 18 - Trade and other payables
(in thousands of USD) | ||
December 31, 2019 | December 31, 2018 | |
Advances received on contracts in progress, between 1 and 5 years | 414 | 402 |
Derivatives | 3,395 | 1,049 |
Total non-current other payables | 3,809 | 1,451 |
Trade payables | 22,737 | 16,266 |
Accrued expenses | 45,997 | 42,524 |
Accrued payroll | 3,313 | 5,595 |
Dividends payable | 123 | 146 |
Accrued interest | 3,924 | 10,833 |
Deferred income | 17,783 | 7,754 |
Other payables | 333 | 4,107 |
Derivatives | 198 | - |
Total current trade and other payables | 94,408 | 87,225 |
The non-current derivatives relate to the interest rate swap derivatives in connection to the USD 173.6 million facility related to the two Suezmaxes Cap Quebec and Cap Pembroke. The increase relates to the increase in the fair value of these instruments (see note 14).
The increase in trade payables is due to a higher number of outstanding invoices mainly related the sale and leaseback transaction at the end of 2019 and bunkers.
The decrease in accrued interest is related to the interest payment schedule of the new USD 700.0 million credit facility entered into 2019 versus the payment schedule of the USD 633.5 million facility that was repaid in the course of 2019.
The increase in deferred income is due to a higher number of vessels on time charter as of December 31, 2019 compared to December 31, 2018.
The current derivative relate to the IRS acquired through the acquisition of Gener8 Maritime Inc. (see Note 14).
Financial report 2019 53
Financial report
Note 19 - Financial instruments - Fair values and risk management
Accounting classifications and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value, such as trade and other receivables and payables.
Carrying amount | |||||
(in thousands of USD) | Fair value - | ||||
Hedging | Financial assets | Other financial | |||
Note | instruments | at amortized cost | liabilities | Total | |
December 31, 2018 | |||||
Financial assets measured at fair value | |||||
Forward exchange contracts | 16 | 484 | - | - | 484 |
Interest rate swaps | 10 | 7,205 | - | - | 7,205 |
Forward cap contracts | 10 | 725 | - | - | 725 |
8,414 | - | - | 8,414 | ||
Financial assets not measured at fair value | |||||
Non-current receivables | 10 | - | 30,728 | - | 30,728 |
Trade and other receivables* | 12 | - | 263,186 | - | 263,186 |
Cash and cash equivalents | 13 | - | 173,133 | - | 173,133 |
- | 467,047 | - | 467,047 | ||
Financial liabilities measured at fair value | |||||
Interest rate swaps | 18 | 1,049 | - | - | 1,049 |
1,049 | - | - | 1,049 | ||
Financial liabilities not measured at fair value | |||||
Secured bank loans | 16 | - | - | 1,560,002 | 1,560,002 |
Unsecured other notes | 16 | - | - | 148,166 | 148,166 |
Other borrowings | 16 | - | - | 60,342 | 60,342 |
Trade and other payables* | 18 | - | - | 79,442 | 79,442 |
Advances received on contracts | 18 | - | - | 402 | 402 |
- | - | 1,848,354 | 1,848,354 |
- Deferred charges, deferred fulfillment costs and VAT receivables (included in other receivables) (see Note 12), deferred income and VAT payables (included in other payables) (see Note 18), which are not financial assets (liabilities) are not included.
54 Financial report 2019
Fair value
Level 1 | Level 2 | Level 3 | Total |
- | 484 | - | 484 |
- | 7,205 | - | 7,205 |
- | 725 | - | 725 |
- | - | 26,047 | 26,047 |
- | - | - | - |
- | - | - | - |
-1,049-1,049
- | 1,575,196 | - | 1,575,196 |
144,156 | - | - | 144,156 |
- | 60,342 | - | 60,342 |
- | - | - | - |
- | - | - | - |
Financial report 2019 55
Financial report
Carrying amount | |||||
(in thousands of USD) | Fair value - | ||||
Hedging | Financial assets | Other financial | |||
Note | instruments | at amortized cost | liabilities | Total | |
December 31, 2019 | |||||
Financial assets measured at fair value | |||||
Forward exchange contracts | 16 | 1,306 | - | - | 1,306 |
Interest rate swaps | 12 | 5 | - | - | 5 |
Forward cap contracts | 12 | 52 | - | - | 52 |
1,363 | - | - | 1,363 | ||
Financial assets not measured at fair value | |||||
Non-current receivables | 10 | - | 62,474 | - | 62,474 |
Lease receivables | 10 | - | 8,609 | - | 8,609 |
Trade and other receivables* | 12 | - | 286,447 | - | 286,447 |
Cash and cash equivalents | 13 | - | 296,954 | - | 296,954 |
- | 654,484 | - | 654,484 | ||
Financial liabilities measured at fair value | |||||
Interest rate swaps | 18 | 3,593 | - | - | 3,593 |
3,593 | - | - | 3,593 | ||
Financial liabilities not measured at fair value | |||||
Secured bank loans | 16 | - | - | 1,223,451 | 1,223,451 |
Unsecured other notes | 16 | - | - | 198,571 | 198,571 |
Other borrowings | 16 | - | - | 247,213 | 247,213 |
Lease liabilities | 16 | - | - | 75,624 | 75,624 |
Trade and other receivables* | 18 | - | - | 76,391 | 76,391 |
Advances received on contracts | 18 | - | - | 414 | 414 |
- | - | 1,821,664 | 1,821,664 |
- Deferred charges, deferred fulfillment costs and VAT receivables (included in other receivables) (see Note 12), deferred income and VAT payables (included in other payables) (see Note 18), which are not financial assets (liabilities) are not included.
Measurement of fair values
Valuation techniques and significant unobservable inputs | December 31, 2019. The following tables show the valuation |
Level 1 fair value was determined based on the actual trading | techniques used in measuring Level 1, Level 2 and Level 3 fair |
of the unsecured notes, due in 2022, and the trading price on | values, as well as the significant unobservable inputs used. |
Financial instruments measured at fair value
Significant | ||
unobservable | ||
Type | Valuation Techniques | inputs |
Forward exchange contracts | Forward pricing: the fair value is determined using quoted forward exchange | Not applicable |
rates at the reporting date and present value calculations based on high | ||
credit quality yield curve in the respective currencies. | ||
Swap models: the fair value is calculated as the present value of the | ||
Interest rate swaps | estimated future cash flows. Estimates of future floating-rate cash flows are | Not applicable |
based on quoted swap rates, futures prices and interbank borrowing rates. | ||
Fair values for both the derivative and the hypothetical derivative will be | ||
Forward cap contracts | determined based on the net present value of the expected cash flows using | Not applicable |
LIBOR rate curves, futures and basis spreads. | ||
56 Financial report 2019
Fair value
Level 1 | Level 2 | Level 3 | Total |
- | 1,306 | - | 1,306 |
- | 5 | - | 5 |
- | 52 | - | 52 |
- | - | 52,591 | 52,591 |
- | 9,961 | - | 9,961 |
- | - | - | - |
- | - | - | - |
-3,593-3,593
- | 1,235,770 | - | 1,235,770 |
206,700 | - | - | 206,700 |
- | 247,213 | - | 247,213 |
- | 70,074 | - | 70,074 |
- | - | - | - |
- | - | - | - |
Financial instruments not measured at fair value
Significant | ||
Type | Valuation Techniques | unobservable inputs |
Non-current receivables (consisting | Discounted cash flow | Discount rate and forecasted cash flows |
primarily of shareholders' loans) | ||
Lease receivables | Discounted cash flow | Discount rate |
Other financial liabilities (consisting | ||
of secured and unsecured bank loans | Discounted cash flow | Discount rate |
and lease liabilities) | ||
Other financial notes (consisting of | List price | Not applicable |
unsecured notes) | ||
Transfers between Level 1, 2 and 3
There were no transfers between these levels in 2018 and 2019.
Financial report 2019 57
Financial report
Financial risk management
In the course of its normal business, the Group is exposed to the following risks:
- Credit risk
- Liquidity risk
- Market risk (Tanker market risk, interest rate risk, currency risk and commidity risk)
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Group's risk management framework. The Board of Directors has established the Audit and Risk Committee, which is responsible for developing and monitoring the Group's risk management policies. The Committee reports regularly to the Board of Directors on its activities.
The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The ageing of current trade and other receivables is as follows: (in thousands of USD
The Group's Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group's Audit and Risk Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit and Risk Committee.
Credit risk
Trade and other receivables
The Group has a formal credit policy. Credit evaluations - when necessary - are performed on an ongoing basis. At the balance sheet date there were no significant concentrations of credit risk. All trade and other receivables were with oil majors within the same industry but with a geographic spread and a different business focus. However, based on past experience, there was little or no impact on doubtful amounts. In particular, the one client representing 7% of the Tankers segment's total revenue in 2019 (see Note 2) only represented 3.82% of the total trade and other receivables at December 31, 2019 (2018: one client representing 0.54%). The maximum exposure to credit risk is represented by the carrying amount of each financial asset.
20192018
Not past due | 246,422 | 240,534 | |
Past due 0-30 days | 35,036 | 19,463 | |
Past due 31-365 days | 21,020 | 20,169 | |
More than one year | 6,509 | 3,299 | |
Total trade and other receivables | 308,987 | 283,465 |
Past due amounts are not credit impaired as collection is still considered to be likely and management is confident the outstanding amounts can be recovered. As at December 31, 2019 47.45% (2018: 52.24%) of the total current trade and other receivables relate to TI Pool. Pool TI is paid after completion of the voyages which only deals with oil majors, national oil companies and other actors of the oil industry whose credit worthiness historically has been high. Amounts not past due are also with customers with high credit worthiness and are therefore not credit impaired.
Non-current receivables
Non-current receivables mainly consist of shareholder's loans to joint ventures (see Note 10). As at December 31, 2019 and December 31, 2018, these receivables had no maturity date, except for the shareholder loans to Bari Shipholding Ltd. and Bastia Shipholding Ltd. which have a maturity date in 2024, and were not credit impaired as there is no credit risk exposure for the Group.
Cash and cash equivalents
The Group held cash and cash equivalents of USD 297.0 million at December 31, 2019 (2018: USD 173.1 million). The cash andcash equivalents are held with bank and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P (see Note 13).
Derivatives
Derivatives are entered into with banks and financial institution counterparties, which are rated A- to AA+, based on rating agency S&P.
Guarantees
The Group's policy is to provide financial guarantees only for subsidiaries and joint ventures. At December 31, 2018, the Group had issued a guarantee to certain banks in respect of the new credit facilities entered into 2018 which were granted to 2 joint ventures (see Note 26). At December 31, 2019, these guarantees
58 Financial report 2019
towards joint ventures were still outstanding but have not been called upon. At December 30, 2019, the Group issued a guarantee to the buyer of the three VLCCs in relation to the sale and leaseback transaction (see Note 16) whereby the VLCCs were leased back in a subsidiary under a 54-months bareboat contract.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group's approach
to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The sources of financing are diversified and the bulk of the loans are irrevocable, long-term and maturities are spread over different years.
The following are the remaining contractual maturities of financial liabilities:
Contractual cash flows December 31, 2018 | ||||||
(in thousands of USD) | ||||||
Carrying | Less than 1 | Between 1 | More than 5 | |||
Note | Amount | Total | year | and 5 years | years | |
Non derivative financial liabilities | ||||||
Bank loans and other notes | 16 | 1,708,168 | 2,034,794 | 364,122 | 1,176,317 | 494,355 |
Other borrowings | 16 | 60,342 | 60,342 | 60,342 | - | - |
Current trade and other payables* | 18 | 79,442 | 79,442 | 79,442 | - | - |
Net carrying amount | 1,847,952 | 2,174,578 | 503,906 | 1,176,317 | 494,355 | |
Derivative financial liabilities | ||||||
Interest rate swaps | 18 | 1,049 | 2,627 | 461 | 1,628 | 538 |
Forward exchange contracts | 18 | - | - | - | - | - |
1,049 | 2,627 | 461 | 1,628 | 538 | ||
Contractual cash flows December 31, 2019 | ||||||
(in thousands of USD) | ||||||
Carrying | Less than 1 | Between 1 | More than 5 | |||
Note | Amount | Total | year | and 5 years | years | |
Non derivative financial liabilities | ||||||
Bank loans and other notes | 16 | 1,422,022 | 1,697,327 | 110,720 | 905,302 | 681,305 |
Other borrowings | 16 | 247,213 | 268,661 | 145,640 | 123,021 | - |
Lease liabilities | 16 | 75,624 | 79,873 | 35,525 | 42,667 | 1,681 |
Current trade and other payables* | 18 | 76,589 | 76,589 | 76,589 | - | - |
1,821,448 | 2,122,450 | 368,474 | 1,070,990 | 682,986 | ||
Derivative financial liabilities | ||||||
Interest rate swaps | 18 | 3,593 | 3,300 | 758 | 2,432 | 110 |
Forward exchange contracts | 18 | - | - | - | - | - |
3,593 | 3,300 | 758 | 2,432 | 110 |
* Deferred income and VAT payables (included in other payables) (see Note 18), which are not financial liabilities, are not included.
The Group has secured bank loans that contain loan covenants. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table. For more details on these covenants, see "capital management" below.
The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change. It is not expected that the cash flows included in the table above (the maturity analysis) could occur significantly earlier, or at significantly different amounts than stated above.
Financial report 2019 59
Financial report
Market risk
Tanker market risk
The spot tanker freight market is a highly volatile global market and the Group predicting what the market will be, involves significant uncertainty. The Group has a strategy of operating the majority of its fleet on the spot market but tries to keep a certain part of the fleet under fixed time charter
(effect in thousands of USD) | 2019 | |
Profit or loss | ||
1,000 USD | 1,000 USD | |
Increase | Decrease |
contracts. The proportion of vessels operated on the spot will vary according to the many factors affecting both the spot and fixed time charter contract markets.
Every increase (decrease) of 1,000 USD on the spot tanker freight market (VLCC and Suezmax) per day would have increased (decreased) profit or loss by the amounts shown below:
2018 | 2017 | ||
Profit or loss | Profit or loss | ||
1,000 USD | 1,000 USD | 1,000 USD | 1,000 USD |
Increase | Decrease | Increase | Decrease |
22,601 | (22,581) | 19,332 | (19,323) | 13,420 | (13,420) |
Interest rate risk
Euronav interest rate management general policy is to borrow at floating interest rates based on LIBOR plus a margin. The Euronav Corporate Treasury Department monitors the Group's interest rate exposure on a regular basis. From time to time and under the responsibility of the Chief Financial Officer, different strategies to reduce the risk associated with fluctuations in interest rates can be proposed to the Board of Directors for their approval. The Group hedges part of its exposure to changes in interest rates on borrowings. All borrowings contracted for the financing of
(in thousands of USD)
vessels are on the basis of a floating interest rate, increased by a margin. On a regular basis the Group may use interest rate related derivatives (interest rate swaps, caps and floors) to achieve an appropriate mix of fixed and floating rate exposure as defined by the Group. On December 31, 2019 and December 31, 2018, the Group had such instruments in place and approximately 50% of the floating interest rates have been hedged.
At the reporting date the interest rate profile of the Group's interest-bearing financial instruments was:
20192018
FIXED RATE INSTRUMENTS | ||
Financial assets | 37,163 | - |
Financial liabilities | 398,620 | 148,166 |
435,783 | 148,166 | |
VARIABLE RATE INSTRUMENTS | ||
Financial liabilities | 1,346,239 | 1,620,344 |
1,346,239 | 1,620,344 |
Fair value sensitivity analysis for fixed rate instruments
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Group does not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect profit or loss nor equity as of that date.
Cash flow sensitivity analysis for variable rate
instruments
A change of 50 basis points in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.
60 Financial report 2019
(effect in thousands of USD) | ||||
Profit or Loss | Equity | |||
50 BP | 50 BP | 50 BP | 50 BP | |
Increase | Decrease | Increase | Decrease | |
December 31, 2017 | ||||
Variable rate instruments | (4,685) | 4,685 | - | - |
Interest rate swaps | - | - | - | - |
Cash Flow Sensitivity (Net) | (4,685) | (4,685) | - | - |
December 31, 2018 | ||||
Variable rate instruments | (4,238) | 4,238 | - | - |
Interest rate swaps | - | - | 6,201 | (6,116) |
Cash Flow Sensitivity (Net) | (4,238) | 4,238 | 6,201 | (6,116) |
December 31, 2019 | ||||
Variable rate instruments | (6,195) | 6,195 | - | - |
Interest rate swaps | - | - | 1,553 | (1,433) |
Cash Flow Sensitivity (Net) | (6,195) | 6,195 | 1,553 | (1,433) |
Currency risk
The Group policy is to monitor its material non-functional currency transaction exposure so as to allow for natural coverage (revenues in the same currency than the expenses) whenever possible. When natural coverage is not deemed reasonably possible (for example for long term commitments), the Company manages its material non-functional currency transaction exposure on a case-by-case basis, either by entering into spot foreign currency transactions, foreign exchange forward, swap or option contracts.
The Group's exposure to currency risk is related to its operating expenses expressed in Euros and to Treasury Notes denominated in Euros. In 2019 about 12.5% (2018: 12.9% and 2017: 16.5%) of the Group's total operating expenses were incurred in Euros. Revenue and borrowings are expressed in USD only, except for instruments issued under the Treasury Notes Program (Note 16).
(in thousands of USD) | December 31, | December 31, | December 31, | |||
2019 | 2018 | 2017 | ||||
EUR | USD | EUR | USD | EUR | USD | |
Trade payables | (4,002) | (18,735) | (6,311) | (9,955) | (7,891) | (11,383) |
Operating expenses | (95,278) | (666,469) | (89,761) | (608,754) | (89,289) | (452,113) |
Treasury Notes | 122,788 | - | (60,342) | - | (50,010) | - |
For the average and closing rates applied during the year, we refer to Note 27.
Financial report 2019 61
Financial report
Sensitivity analysis | profit or loss by the amounts shown below. This analysis | ||||
assumes that all other variables, in particular interest rates, | |||||
A 10 percent strengthening of the EUR against the USD at | remain constant. | ||||
December 31, would have increased (decreased) equity and | |||||
(in thousands of USD) | |||||
2019 | 2018 | 2017 | |||
Equity | 437 | 491 | 211 | ||
Profit or loss | (9,952) | (7,888) | (7,113) |
A 10 percent | weakening of the EUR against the USD at | to the amounts shown above, on the basis that all the other |
December 31, | would have had the equal but opposite effect | variables remain constant. |
Cash flow hedges
At December 31, 2019, the Group held the following instruments to hedge exposures to changes in interest rates.
(in thousands of USD)
Maturity | |||
1-6 months | 6-12 months | More than 1 year | |
Interest rate risk | |||
Interest rate swaps | |||
Net exposure | (23,469) | (23,261) | (176,598) |
Average fixed interest rate | 1.99% | 2.00% | 2.96% |
At December 31, 2018, the Group held the following instruments to hedge exposures to changes in interest rates.
(in thousands of USD)
Maturity | |||
1-6 months | 6-12 months | More than 1 year | |
Interest rate risk | |||
Interest rate swaps | |||
Net exposure | (23,895) | (23,921) | (199,565) |
Average fixed interest rate | 1.95% | 1.95% | 1.95% |
At December 31, 2019 and December 31, 2018, the Group had | reporting date relating to items designated as hedged items | ||||
2 forward interest cap options with a notional amount of USD | were as follows. | ||||
200.0 million starting on October 1, 2020. The amounts at the | |||||
(in thousands of USD) | |||||
December 31, 2019 | December 31, 2018 | ||||
Change in value used | Change in value used | ||||
for calculating hedge | Cash flow hedge | for calculating hedge | Cash flow hedge | ||
ineffectiveness | reserve | ineffectiveness | reserve | ||
Interest rate risk | |||||
Variable-rate instruments | 1,205 | (3,396) | 2,191 | (2,191) | |
Cap option | 680 | (1,187) | 507 | (507) |
62 Financial report 2019
The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows.
(in thousands of USD) | 2019 | During the period 2019 | ||||||
Line item in | ||||||||
the statement | Changes in | |||||||
of financial | the value of | Line item | ||||||
position where | the hedging | Hedge | in profit or | |||||
Carrying | Carrying | the hedging | instrument | ineffectiveness | loss that | |||
Nominal | amount - | amount - | instrument is | recognized in | recognized in | includes hedge | ||
amount | Assets | Liabilities | included | OCI | profit or loss | ineffectiveness | ||
Interest rate risk | ||||||||
Trade | ||||||||
and other | ||||||||
Interest rate swaps | 506,603 | 5 | 3,593 | receivables, | (1,205) | (4,943) | Finance | |
noncurrent | expenses | |||||||
andcurrent | ||||||||
other payables | ||||||||
Trade and | Finance | |||||||
Forward cap options | 200,000 | 52 | - | other | (680) | - | ||
expenses | ||||||||
receivables | ||||||||
(in thousands of USD) | ||||||||
2018 | During the period 2018 | |||||||
Line item in | ||||||||
the statement | Changes in | |||||||
of financial | the value of | Line item | ||||||
position where | the hedging | Hedge | in profit or | |||||
Carrying | Carrying | the hedging | instrument | ineffectiveness | loss that | |||
Nominal | amount - | amount - | instrument is | recognized in | recognized in | includes hedge | ||
amount | Assets | Liabilities | included | OCI | profit or loss | ineffectiveness | ||
Interest rate risk | ||||||||
Interest rate swaps | 707,871 | 7,205 | 1,049 | Receivables, | (2,191) | (2,783) | Finance | |
other payables | expenses | |||||||
Forward cap options | 200,000 | 725 | - | Receivables | (507) | (7) | Finance | |
expenses | ||||||||
During 2018, no amounts were reclassified from hedging reserve to profit or loss. During 2019, USD 4.9 million was reclassified from hedging reserve to profit or loss.
(in thousands of USD)
The following table provides a reconciliation by risk category of components of equity and analysis of OCI items, net of tax, resulting from cash flow hedge accounting.
Hedging reserve
Balance at January 1, 2019 | (2,698) |
Cash flow hedges | |
Change in fair value interest rate risk | (1,885) |
Balance at December 31, 2019 | (4,583) |
Balance at January 1, 2018 | - |
Cash flow hedges | |
Change in fair value interest rate risk | (2,698) |
Balance at December 31, 2018 | (2,698) |
Financial report 2019 63
Financial report
Master netting or similar agreements
The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA) master netting agreements. In general, under such agreements the amounts owned by each counterparty on a single day in respect of all transactions outstanding in the same currency are aggregated into a single net amount that is payable by one party to the other.
Capital management
Euronav is continuously optimizing its capital structure (mix between debt and equity). The main objective is to maximise shareholder value while keeping the desired financial flexibility to execute the strategic projects. Some of the Group's other key drivers when making capital structure decisions are pay-out restrictions and the maintenance of the strong financial health of the Group. Besides the statutory minimum equity funding requirements that apply to the Group's subsidiaries in the various countries, the Group is also subject to financial covenants in relation to some of its senior secured credit facilities:
- an amount of current assets that, on a consolidated basis, exceeds current liabilities. Current assets may include undrawn amounts of any committed revolving credit facilities and credit lines having a maturity of more than one year;
-
an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least USD 50.0 million or 5% of the Group's total indebtedness
(excluding guarantees), depending on the applicable loan facility, whichever is greater; - an amount of cash of at least USD 30.0 million; and
- a ratio of Stockholders' Equity to Total Assets of at least 30%
Further, the Group's loan facilities generally include an asset protection clause whereby the fair market value of collateral vessels should be at least 125% of the aggregate principal amount outstanding under the respective loan.
The credit facilities discussed above also contain restrictions and undertakings which may limit the Group and the Group's subsidiaries' ability to, among other things:
- effect changes in management of the Group's vessels;
- transfer or sell or otherwise dispose of all or a substantial portion of the Group's assets;
- declare and pay dividends (with respect to each of the Group's joint ventures, other than Seven Seas Shipping Limited, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and
- incur additional indebtedness.
A violation of any of these financial covenants or operating restrictions contained in the credit facilities may constitute an event of default under these credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by the Group's lenders, provides them with the right to, among other things, require the Group to post additional collateral, enhance equity and liquidity, increase interest payments, pay down indebtedness to a level
where the Group is in compliance with loan covenants, sell vessels in the fleet, reclassify indebtedness as current liabilities and accelerate indebtedness and foreclose liens on the vessels and the other assets securing the credit facilities, which would impair the Group's ability to continue to conduct business.
Furthermore, certain of our credit facilities contain a cross- default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.
As of December 31, 2019, December 31, 2018 and December 31, 2017, the Group was in compliance with all of the covenants contained in the debt agreements. With respect to the quantitative covenants as of December 31, 2019, as described above:
- current assets on a consolidated basis (including available credit lines of USD 693.1 million) exceeded current liabilities by USD 1,179.3 million
- aggregated cash was USD 1,050.1 million
- cash was USD 297.0 million
- ratio of Stockholders' Equity to Total Assets was 55.5%
The Company updated the guidance to its dividend policy and will target each quarter, applicable as of the first quarter 2020, to return 80% of the net income (including the fixed element of USD 3 cents per quarter) to shareholders. This return to shareholders will primarily be in the form of a cash dividend and the Company will always look at share buyback as an alternative if it believes more value can be created for shareholders.
In line with the current policy, the calculation will not include capital gains (reserved for fleet renewal) but will include capital losses and the policy will at all times be subject to freight market outlook, company balance sheet and cyclicality along with other factors and regulatory requirements.
As part of its capital allocation strategy, Euronav has the option of buying its own shares back should the Board and Management believe that there is a substantial value disconnect between the share price and the real value of the Company. This return of capital is in addition to the fixed dividend of USD 0.12 per share paid each year. On December 31, 2019, the Company had purchased 3,708,315 of its own shares on Euronext Brussels. Following these transactions, the Company owned 4,946,216 own shares (2.25% of the total outstanding shares) at year-end.
64 Financial report 2019
Commodity risk
The Group has been purchasing compliant bunker fuel for the future consumption by its vessels. In order to fix the price of the fuel bought the company has used swaps and futures to hedge the risk between decision of buying the fuel and receiving and
paying the cargo. These swaps and futures were designated as cash flow hedges of the variability in the price of bunker between the order date and the fixing date. At year-end, all fuel was received. The Group remain exposed to the risk of decrease in bunker fuel on the spot market.
Note 20 - Leases
Leases as lessee (IFRS 16)
Previously, the Group classified its leases as operating leases under IAS 17. This includes operating leases for vessels under bare boat charters, office rental and company cars.
For the four bare boat charters for the vessels Nautilus, Nucleus, Neptun and Navarin, the Group recognized a right-of-use asset and lease liability which was the present value at January 1, 2019 of the future lease payments. The right-of-use asset, on January 1, 2019, was measured based on the transition option to align the value of the right-of-use asset to that of the lease liability. The right- of-use asset was adjusted for the effect of a previously deferred gain on the sale and leaseback of these vessels and is depreciated over the remaining lease term till December 15, 2021.
Under these leaseback agreements, there is a sellers credit of USD 4.5 million of the sale price that becomes immediately due and payable by the owners upon sale of the vessel during the charter period and shall be paid out of the sales proceeds. It also becomes due to the extent of 50% of the (positive) difference between the fair market value of the vessels at the end of the leaseback agreements and USD 17.5 million (for the oldest VLCC) or USD 19.5 million (for the other vessels). Furthermore, the Group provided a residual guarantee to the owners in the aggregate amount of up to USD 20.0 million in total at the time of redelivery of the four vessels. The parties also agreed a profit split: if the vessel is sold at charter expiry, they shall share the net proceeds of the sale, 75% for owners and 25% for charterers, between USD 26.5 million and USD 32.5 million (for the oldest VLCC) or between USD 28.5 million and USD 34.5 million (for the other vessels).
The future lease payments for these leaseback agreements are as follows:
(in thousands of USD)
December 31, 2019 | |
Less than one year | 32,903 |
Between one and five years | 31,870 |
Total future lease payables | 64,773 |
For the office leases in Belgium, France, Greece, Hong Kong, Singapore, UK and US, which have an average lease term till June 2022, the Group recognized a right-of-use asset and lease liability. The right-of-use asset was adjusted by the practical expedient impairment assessment based on the onerous contract analysis option. The right-of-use asset related to office leases was reduced by the lease receivable related to subleases that qualify as finance lease under IFRS 16.
The Group used the short-term lease exemption for all the lease contracts with a remaining lease term of less than one year. Accordingly, those lease payments were recognized as an expense and there was no impact on transition.
Information about leases for which the Group is a lessee is presented below.
Right-of-use assets
(in thousands of USD)
Bare boats | Office rental | Company cars | Total |
Balance at January 1, 2019 Additions to right-of-use assets Depreciation charge for the year Derecognition of right-of-use assets
Balance at December 31, 2019
83,698 | 3,711 | 189 | 87,598 |
- | - | 653 | 653 |
(28,287) | (900) | (78) | (29,265) |
- | (78) | - | (78) |
55,411 | 2,733 | 764 | 58,908 |
Financial report 2019 65
Financial report
Amounts recognized in profit or loss
(in thousands of USD)
2019 - Leases under IFRS 16 | 2019 |
Interest on lease liabilities | (4,811) |
Depreciation right-of-use assets | (29,265) |
Expenses relating to short-term leases | (103) |
2018 - Operating leases under IAS 17 | 2018 |
Lease expense | (34,598) |
Sub-lease income presented in 'other operating income' | 846 |
Amounts recognized in statement of cash flows
(in thousands of USD)
Total cash outflow for leases | (30,214) |
Total cash inflow for leases | 1,251 |
Extension options
Some property leases contain extension options exercisable by the Group. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options, and reassesses if there is a significant event or
Leases as lessor
As a lessor the Group leases out some of its vessels under long- term time charter agreements. Further the Group subleases office space to third parties in certain leased offices of Euronav UK and Euronav MI II Inc (formerly Gener8 Maritime Inc.). The Group recognized at January 1, 2019 USD 11.4 million lease receivables related to sublease agreements that qualify as finance lease.
Vessels employed by the TI Pool do not meet the definition of a lease under IFRS 16 and accordingly are accounted for under IFRS 15 Revenue from Contracts with Customers.
For certain vessels employed under long-term time charter agreements, the adoption of IFRS 16 required the Group to separate the lease and non-lease component in the contract, with the lease component qualified as operating lease and the non-lease component accounted for under IFRS 15. This did not have a material impact for the Group.
The following table sets out a maturity analysis of the lease receivables related to the subleased office space, showing the undiscounted sublease payments to be received after the reporting date.
significant changes in circumstances within its control.
The Group has estimated that the potential future lease payments, should it exercise the option, would result in an immaterial impact in the lease liabilities.
(in thousands of USD) | December 31, |
2019 | |
Less than one year | 2,229 |
One to two years | 2,304 |
Two to three years | 2,335 |
Three to four years | 1,890 |
Four to five years | 1,689 |
More than five years | 1,285 |
Total undiscounted lease receivables | 11,776 |
The Group leases out some of its vessels under time charter agreements. The future undiscounted lease payments to be received are as follows:
(in thousands of USD) | December 31, |
2019 | |
Less than one year | 184,157 |
Between one and five years | 344,796 |
More than five years | 27,362 |
Total future lease receivables | 556,359 |
The amounts shown in the table above include the Group's share of leases of joint ventures. On some of the above mentioned vessels the Group has granted the option to extend the charter period. These option periods have not been taken into account when calculating the future minimum lease receivables.
66 Financial report 2019
Note 21 - Provisions and contingencies
(in thousands of USD) | |||
Note | Onerous contract | Total | |
Balance at January 1, 2018 | - | - | |
Assumed in a business combination | 25 | 5,303 | 5,303 |
Provisions used during the year | (38) | (38) | |
Balance at December 31, 2018 | 5,265 | 5,265 | |
Non-current | 4,288 | 4,288 | |
Current | 977 | 977 | |
Total | 5,265 | 5,265 | |
Balance at January 1, 2019 | 5,265 | 5,265 | |
Adoption IFRS 16 | (3,049) | (3,049) | |
Provisions used during the year | (447) | (447) | |
Balance at December 31, 2019 | 1,769 | 1,769 | |
Non-current | 1,381 | 1,381 | |
Current | 388 | 388 | |
Total | 1,769 | 1,769 |
In 2004, Gener8 Maritime Subsidiary II Inc. entered into a non-cancellable lease for office space. This lease started on December 1, 2004 and would have expired on September 30, 2020. On July 14, 2015 this lease was extended for an additional 5 years until September 30, 2025. The facilities have been sub-let starting on December 1, 2018 for the remaining lease term, but changes in market conditions have meant that the rental income is lower than the rental expense. The obligation for the future payments, net of expected rental income, has been provided for. USD 3.0 million of the provision
was reclassified to right-ofuse assets as part of the adoption of IFRS 16 on January 1, 2019.
Furthermore, the Group is involved in a number of disputes in connection with its day-to-day activities, both as claimant and defendant. Such disputes and the associated expenses of legal representation are covered by insurance. Moreover, they are not of a magnitude that lies outside the ordinary, and their scope is not of such a nature that they could jeopardise the Group's financial position.
Note 22 - Related parties
Identity of related parties | Transactions with key management personnel |
The Group has a related party relationship with its subsidiaries (see Note 24) and equity-accounted investees (see Note 26) and with its directors and executive officers (see Note 23).
(in thousands of EUR)
2019
The total amount of the remuneration paid in local currency to all non-executive directors for their services as members of the board and committees (if applicable) is as follows:
20182017
Total remuneration | 1,101 | 1,035 | 1,015 |
Financial report 2019 67
Financial report
The Nomination and Remuneration Committee annually | a fixed and a variable component and can be summarized as | ||
reviews the remuneration of the members of the Executive | follows: | ||
Committee. The remuneration (excluding the CEO) consists of | |||
(in thousands of EUR) | |||
2019 | 2018 | 2017 | |
Total fixed remuneration | 1,579 | 1,231 | 1,176 |
of which | |||
Cost of pension | 80 | 39 | 35 |
Other benefits | 81 | 75 | 58 |
Total variable remuneration | 2,424 | 1,153 | 1,331 |
of which | |||
Share-based payments | 1,403 | 299 | 597 |
All amounts mentioned refer to the Executive Committee in its | The remuneration of the CEO can be summarized as follows: | ||
official composition throughout 2019. | |||
(2019 in thousands of EUR, 2018 & 2017 in thousands of GBP) | |||
2019 | 2018 | 2017 | |
Total fixed remuneration | 5,754 | 537 | 407 |
of which | |||
Cost of pension | 7 | - | - |
Other benefits | 26 | 40 | 13 |
Total variable remuneration | 786 | 1,866 | 528 |
of which | |||
Share-based payments | 786 | 118 | 233 |
On February 12, 2015, the board of directors granted 236,590 options and 65,433 restricted stock units within the framework of a long term incentive plan. Vested stock options may be exercised until 13 years after the grant date. As of December 31, 2019, all the stock options remained outstanding but all RSUs were exercised in 2018 (see Note 14 and 23). On February 2, 2016, the board of directors granted 54,616 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the Company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. One-third was vested on the second anniversary and on-third was vested on the third anniversary (see Note 14 and 23). On February 9, 2017 the board of directors granted 66,449 phantom stock units within the framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. One-third was vested on the second anniversary (see Note 14 and 23). On February 16, 2018 the board of directors granted 154,432 phantom stock units within the
framework of an additional long term incentive plan. Each unit gives a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award (see Note 14 and 23). On January 8, 2019 the board of directors granted 1,200,000 phantom stock units within the framework of a transaction based incentive plan ("TBIP"). After the resignation of the former CEO, 400,000 phantom stock units were waived. The contractual term of the TBIP offer is five years. A first tranche of 12% of the total number of phantom stock units vests on the date on which the Fair Market Value ("FMV") reaches USD 12 (decreased with the amount of dividend paid since grant, if any). A second tranche (16%) vests on the date the FMV reaches USD 14 (decreased with the amount of dividend paid since grant, if any), a third tranche (25%) vests on the date the FMV reaches USD 16 (decreased with the amount of dividend paid since grant, if any) and the final tranche (44%) vests on the date the FMV reaches USD 18 (decreased with the amount of dividend paid since grant, if any) (see Note 14 and 23). The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date.
68 Financial report 2019
Relationship with CMB
In 2004, Euronav split from Compagnie Maritime Belge (CMB). CMB renders some administrative and general services to Euronav. In 2019 CMB invoiced a total amount of USD 1,336 (2018: USD 1,151 and 2017: USD 34,928). In 2019, Euronav started up a project to develop software with CMB Technology to monitor fuel consumption performance of
the Euronav fleet.
The Group purchased IMO 2020 compliant bunker fuel (low sulphur fuel oil) for future use by its vessels. A ruling was granted to include this activity under the tonnage tax regime. This ruling also provided that physical swaps can be executed. Discussions were started in 2019 to enter into such fuel swaps with the CMB Group. In 2019, one swap was entered into for 1.361 tons.
Properties
The Group leases office space in Belgium from Reslea N.V., an entity controlled by CMB. Under this lease, the Group paid an annual rent of USD 290,858 in 2019 (2018: USD 185,326 and 2017: USD 179,079). This lease expires on August 31, 2021.
The Group subleases office space in its London, United Kingdom office, through its subsidiary Euronav (UK) Agencies Limited, pursuant to a sublease agreement, dated 25 September 2014, with Tankers (UK) Agencies Limited, a 50-50 joint venture with International Seaways. Under this sublease, the Company received in 2019 a rent of USD 216,750 (2018: USD 227,089 and 2017: USD 218,894). This sublease expires on April 27, 2023.
Registration Rights
On January 28, 2015 the Group entered into a registration rights agreement with companies affiliated with our former Chairman, Peter Livanos, or the Ceres Shareholders, and companies affiliated with our former Vice Chairman, Marc Saverys, or the Saverco Shareholders. At December 31, 2019, Peter Livanos was no longer a shareholder of the Company.
Pursuant to the registration rights agreement, each of the Saverco Shareholders as a group were able to piggyback on the others'
demand registration. The Saverco Shareholders were only treated as having made their request if the registration statement for such shareholder group's shares was declared effective. Once Euronav is eligible to do so, commencing 12 calendar months after the Ordinary Shares had been registered under the Exchange Act, the Saverco Shareholders could require Euronav to file shelf registration statements permitting sales by them of ordinary shares into the market from time to time over an extended period. The Saverco Shareholders could also exercise piggyback registration rights to participate in certain registrations of ordinary shares by Euronav. All expenses relating to the registrations, including the participation of Euronav's executive management team in two marketed roadshows and a reasonable number of marketing calls in connection with oneday or overnight transactions, can be borne by Euronav. The registration rights agreement also contained provisions relating to indemnification and contribution. There were no specified financial remedies for non-compliance with the registration rights agreement. At December 31, 2019, no rights were exercised by any of the Shareholders under the registration rights agreement and were not expired.
Transactions with subsidiaries and joint
ventures
The Group has supplied funds in the form of shareholder's advances to some of its joint ventures at pre-agreed conditions (see below and Note 26).
On November 19, 2019, the Group entered into a joint venture together with affiliates of Ridgebury Tankers and clients of Tufton Oceanic. Each 50%-50% joint venture acquired one Suezmax vessel. The JVs, Bari Shipholding Ltd and Bastia Shipholding Ltd, entered into various agreements including a secured term loan for USD 36.7 million and revolving credit for USD 3.0 million with Euronav Hong Kong as lender, a commercial management service with Euronav NV and a technical management service with Ridgebury.
Balances and transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note. Details of outstanding balances and transactions between the Group and its joint ventures are disclosed below:
As of and for the year ended December 31, 2018
(in thousands of USD) | |||||
Trade | Trade | Shareholders | Dividend | ||
receivables | payables | Loan | Turnover | Income | |
TI Africa Ltd | 66 | 25 | 28,665 | 381 | - |
TI Asia Ltd | 79 | - | - | 381 | - |
Tankers Agencies (UK) Ltd | - | 70 | - | - | - |
Tankers International LLC | 46 | - | - | - | - |
Total | 191 | 95 | 28,665 | 762 | - |
Financial report 2019 69
Financial report
As of and for the year ended December 31, 2019
(in thousands of USD) | |||||
Trade | Trade | Shareholders | Dividend | ||
receivables | payables | Loan | Turnover | Income | |
TI Africa Ltd | 227 | - | 23,215 | 390 | - |
TI Asia Ltd | 90 | - | - | 390 | 12,600 |
Bari Shipholding Ltd | 265 | 211 | 18,390 | 13 | - |
Bastia Shipholding Ltd | 301 | 96 | 18,773 | 25 | - |
Tankers Agencies (UK) Ltd | - | 132 | - | - | - |
Total | 883 | 439 | 60,379 | 818 | 12,600 |
Guarantees
The Group provided guarantees to financial institutions that | credit facilities was USD 139.2 million, of which the Group |
provided credit facilities to joint ventures of the Group. As of | guaranteed USD 69.6 million (see Note 26). |
December 31, 2019, the total amount outstanding under these |
Note 23 - Share-based payment arrangements
Description of share-based payment arrangements
At December 31, 2019, the Group had the following share- based payment arrangements:
Long term incentive plan 2015 (Equity-settled)
The Group's Board of Directors implemented in 2015 a long term incentive plan ('LTIP') for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years at anniversary date and 60% in the form of restricted stock units ('RSU's') which will be paid out in cash, with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSU's were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date. As of December 31, 2019, all the stock options remained outstanding but all RSU's were exercised in 2018.
Long term incentive plan 2016 (Cash-settled)
The Group's Board of Directors implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 54,616 phantom stocks were granted on February 2, 2016.
Long term incentive plan 2017 (Cash-settled)
The Group's Board of Directors implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017.
Long term incentive plan 2018 (Cash-settled)
The Group's Board of Directors implemented in 2018 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain their respective LTIP in cash, based on the volume weighted average price of the shares on Euronext Brussels over the 3 last business days of the relevant vesting period. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 154,432 phantom stock units were granted on February 16, 2018.
Transaction Based Incentive Plan 2019
(Cash-settled)
The Group's Board of Directors has implemented in 2019 a transaction-based incentive plan ("TBIP") for key management personnel.Under the terms of thisTBIP, keymanagement personnel is eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the Fair Market Value ("FMV") of one share of the Company multiplied by the number of phantom stock units that have vested prior to the settlement date. The TBIP defines FMV as
70 Financial report 2019
the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date. The vesting and settlement of the TBIP is spread over a time frame of five years. The phantom stock awarded matures in four tranches: the first tranche of 12% vesting when the FMV reaches USD 12 (decreased with the amount of dividend paid since grant, if any), the second tranche of 19% vesting when the FMV reaches USD 14 (decreased with the amount of dividend paid since grant, if any), the third tranche of 25% vesting when the FMV reaches USD 16 (decreased with the amount of dividend paid since grant, if any) and the fourth tranche of 44% vesting when the FMV reaches USD 18 (decreased with the amount of dividend paid since grant, if any). In total a number of 1,200,000 phantom stock units were
granted on January 8, 2019 and 800,000 phantom stock units were outstanding at December 31, 2019.
Measurement of Fair Value
The fair value of the employee share options under the 2015 LTIP has been measured using the Black-Scholes formula. Service and non-market performance conditions attached to the transactions were not taken into account in measuring fair value.
The inputs used in measurement of the fair values at grant date for the equity-settled share option program was as follows:
LTIP 2015 | |||
(figures in EUR) | |||
Tranche 1 | Tranche 2 | Tranche 3 | |
Fair value at grant date | 1.853 | 1.853 | 1.853 |
Share price at grant date | 10.050 | 10.050 | 10.050 |
Exercise price | 10.0475 | 10.0475 | 10.0475 |
Expected volatility (weighted average) | 39.63% | 39.63% | 39.63% |
Expected life (days) (weighted average) | 365 | 730 | 1,095 |
Expected dividends | 8% | 8% | 8% |
Risk-free interest rate | 0.66% | 0.66% | 0.66% |
Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over the historical periods commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behavior using a Monte Carlo simulation.
The liability in respect of its obligations under the LTIP 2016, LTIP 2017 and LTIP 2018 is measured based on the Company's share price at the reporting date and taking into account the extent to which the services have been rendered to date. Onethird of the phantom stocks granted on February 2, 2016 was vested on the second anniversary and one-third on the third anniversary, 12,500 phantom stocks remained outstanding as of December 31, 2019. One-third of the phantom stocks granted on February 9, 2017 was vested on the second anniversary, 32,420 phantom stocks remained outstanding as of December 31, 2019. All of the phantom stocks granted on February 16, 2018, excluding the ones which were waived after the resignation from our former CEO, remained outstanding as of December 31, 2019. The Company's share price was EUR 10.613 at the grant date of the LTIP 2016, EUR 7.268 at the grant date of the LTIP 2017 and EUR 7.237 at the grant date of the LTIP 2018, and was EUR 10.98 as at December 31, 2019.
The Company recognizes a liability at fair value in respect of its obligations under the TBIP 2019. The fair value of the plan is being determined using a binominal model with cost being spread of the expected vesting period over the various tranches. The vesting and settlement of the TBIP is spread over a timeframe of five years. The phantom stock awarded matures in four tranches: the first tranche of 12% vesting when the Fair Market Value ("FMV") reaches USD 12 (decreased with the amount of dividend paid since grant, if any), the second tranche of 19% vesting when the FMV reaches USD 14 (decreased with the amount of dividend paid since grant, if any), the third tranche of 25% vesting when the FMV reaches USD 16 (decreased with the amount of dividend paid since grant, if any) and the fourth tranche of 44% vesting when the FMV reaches USD 18 (decreased with the amount of dividend paid since grant, if any). The TBIP defines FMV as the volume weighted average price of the shares on the New York Stock Exchange over the thirty (30) Business Days preceding such date. In total a number of 1,200,000 phantom stock units were granted on January 8, 2019. Following the resignation of our former CEO Paddy Rodgers, his phantom stocks were waived. As of December 31, 2019, 800,000 phantom stocks were outstanding.
The inputs used in measurement of the fair value at grant date for the TBIP was as follows:
TBIP | ||||
Tranche 1 | Tranche 2 | Tranche 3 | Tranche 4 | |
Risk-free interest rate | 1.69% | 1.69% | 1.69% | 1.69% |
Annual volatility | 33.43% | 33.43% | 33.43% | 33.43% |
Expected vesting period (years) | 3.05 | 3.38 | 3.69 | 3.98 |
Financial report 2019 71
Financial report
Expenses recognized in profit or loss | Reconciliation of outstanding share options | ||
For details on related employee benefits expense, see Note 5 | The number and weighted-average exercise prices of options | ||
and Note 17. The expenses related to the LTIP 2016, LTIP 2017, | under the 2013 share option program and the 2015 LTIP are | ||
LTIP 2018 and TBIP 2019 (USD 2.6 million) are included in the | as follows: |
Provision for employee benefits.
(figures in EUR) | Weighted | Weighted | |
Number of | average exercise | Number of | average exercise |
options 2019 | price 2019 | options 2018 | price 2018 |
Outstanding at January 1 Forfeited during the year Exercised during the year Granted during the year
Outstanding at December 31
Vested at December 31
236,590 | 7.732 | 586,590 | 7.495 |
0 | 0 | 0 | 0 |
0 | 0 | (350,000) | 7.335 |
0 | 0 | 0 | 0 |
236,590 | 7.732 | 236,590 | 7.732 |
236,590 | 0 | 236,590 | 0 |
In 2018 the Company bought back | 545,486 shares and | The weighted-average share price at the date of exercise for |
delivered 350,000 shares upon the exercise of the remaining | the share options exercised in 2018 was EUR 7.335. | |
share options under the 2013 program. |
72 Financial report 2019
Financial report 2019 73
Financial report
Note 24 - Group entities
Country of | Consolidation | Ownership | |||
incorporation | method | interest | |||
December 31, | December 31, | December 31, | |||
2019 | 2018 | 2017 | |||
Parent | |||||
Euronav NV | Belgium | full | 100.00% | 100.00% | 100.00% |
Euronav NV, Antwerp, | |||||
Geneva (branch office) | |||||
Subsidiaries | |||||
Euronav Tankers NV | Belgium | full | 100.00% | 100.00% | 100.00% |
Euronav Shipping NV | Belgium | full | 100.00% | 100.00% | 100.00% |
Euronav (UK) Agencies Limited | UK | full | 100.00% | 100.00% | 100.00% |
Euronav Luxembourg SA | Luxembourg | full | 100.00% | 100.00% | 100.00% |
Euronav sas | France | full | 100.00% | 100.00% | 100.00% |
Euronav Ship Management sas | France | full | 100.00% | 100.00% | 100.00% |
Euronav Ship Management | |||||
Antwerp (branch office) | |||||
Euronav Ship Management Ltd | Liberia | full | 100.00% | 100.00% | 100.00% |
Euronav Ship Management | |||||
Hellas (branch office) | |||||
Euronav Hong Kong | Hong Kong | full | 100.00% | 100.00% | 100.00% |
Euro-Ocean Ship Management (Cyprus) Ltd | Cyprus | full | 100.00% | 100.00% | 100.00% |
Euronav Singapore | Singapore | full | 100.00% | 100.00% | 100.00% |
Fiorano Shipholding Ltd | Hong Kong | full | NA | NA | 100.00% |
Larvotto Shipholding Ltd | Hong Kong | full | NA | NA | 100.00% |
Euronav MI II Inc. | Marshall Islands | full | 100.00% | 100.00% | 100.00% |
Gener8 Maritime Subsidiary II Inc. | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Maritime Subsidiary New IV Inc. | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Maritime Management LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Maritime Subsidiary V Inc. | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Maritime Subsidiary VIII Inc. | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Maritime Subsidiary Inc. | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Zeus LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Atlas LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Hercules LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Ulysses LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Posseidon LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Victory Ltd. | Bermuda | full | NA | 100.00% | NA |
Vision Ltd. | Marshall Islands | full | NA | 100.00% | NA |
GMR Spartiate LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Maniate LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR St Nikolas LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR George T LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Kara G LLC | Liberia | full | 100.00% | 100.00% | NA |
GMR Harriet G LLC | Liberia | full | 100.00% | 100.00% | NA |
GMR Orion LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Argus LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Spyridon LLC | Marshall Islands | full | NA | 100.00% | NA |
GMR Horn LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Phoenix LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
GMR Strength LLC | Liberia | full | NA | 100.00% | NA |
GMR Daphne LLC | Marshall Islands | full | NA | 100.00% | NA |
GMR Defiance LLC | Liberia | full | 100.00% | 100.00% | NA |
GMR Elektra LLC | Marshall Islands | full | NA | 100.00% | NA |
74 Financial report 2019
Country of | Consolidation | Ownership | |||
incorporation | method | interest | |||
December 31, | December 31, | December 31, | |||
2019 | 2018 | 2017 | |||
Subsidiaries | |||||
Companion Ltd. | Bermuda | full | 100.00% | 100.00% | NA |
Compatriot Ltd. | Bermuda | full | 100.00% | 100.00% | NA |
Consul Ltd. | Bermuda | full | NA | 100.00% | NA |
GMR Agamemnon LLC | Liberia | full | NA | 100.00% | NA |
Gener8 Neptune LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Athena LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Apollo LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Ares LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Hera LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Constantine LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Oceanus LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Nestor LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Nautilus LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Macedon LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Noble LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Ethos LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Perseus LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Theseus LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Hector LLC | Marshall Islands | full | 100.00% | 100.00% | NA |
Gener8 Strength Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Supreme Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Andriotis Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Militiades Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Success Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Chiotis Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Tankers 1 Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Tankers 2 Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Tankers 3 Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Tankers 4 Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Tankers 5 Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Tankers 6 Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Tankers 7 Inc. | Marshall Islands | full | NA | 100.00% | NA |
Gener8 Tankers 8 Inc. | Marshall Islands | full | NA | 100.00% | NA |
Joint ventures | |||||
Kingswood Co. Ltd | Marshall Islands | equity | 50.00% | 50.00% | 50.00% |
TI Africa Ltd | Hong Kong | equity | 50.00% | 50.00% | 50.00% |
TI Asia Ltd | Hong Kong | equity | 50.00% | 50.00% | 50.00% |
Tankers Agencies (UK) Ltd | UK | equity | 50.00% | 50.00% | NA |
Tankers International LLC | Marshall Islands | equity | 50.00% | 50.00% | NA |
Bari Shipholding Ltd | Hong Kong | equity | 50.00% | NA | NA |
Bastia Shipholding Ltd | Hong Kong | equity | 50.00% | NA | NA |
Associates | |||||
Tankers International LLC | Marshall Islands | equity | NA | NA | 40.00% |
Financial report 2019 75
Financial report
In the fourth quarter of 2017, Euronav NV incorporated a new subsidiary, Euronav MI II Inc.
In 2017, the corporate structure of Tankers International pool ("TI Pool") was rationalized. Under the new structure, the shares of Tankers UK Agencies ("TUKA"), fully held at the time by Tankers International LLC ("TI LLC"), an entity incorporated under the laws of the Marshall Islands, were distributed to the two remaining founding members of the TI Pool, (namely Euronav NV and International Seaways INC), to form a 50-50 joint venture.
Further, following the withdrawal in December 2017 of one of its members, TI LLC, which was previously an associate of the Group, became a joint venture of the Group as from that time.
Additionally, a new company, Tankers International Ltd. ("TIL"), was incorporated under the laws of the United Kingdom, and is fully owned by TUKA. TIL is the disponent owner of all of the vessels in the TI Pool as all the vessels are now time chartered to TIL at a floating rate equivalent to the average spot rate achieved by the pool times the pool points assigned to each vessel.
This new structure allowed the TI Pool to arrange for a credit line financing in order to lower the working capital requirement for the Pool participants which potentially can attract additional pool participants.
At December 31, 2019, the Group held 50% of the voting rights in TUKA but held 61% of the outstanding shares that participate in the result of the entity.
At December 31, 2019, the Group held 50% of the voting rights in TI LLC but held 59% of the outstanding shares that
participate in the result of the entity.
In 2018 two subsidiaries, Fiorano Shipholding Ltd and Larvotto Shipholding Ltd were dissolved.
Due to the merger with Gener8 Maritime Inc. on June 12, 2018 as set out in Note 25, the Group acquired new subsidiaries. Those subsidiaries were used by Gener8 mostly as SPV to own individual vessels. All of the vessels were transferred to Euronav NV in 2018. The Group intends to liquidate a majority of those subsidiaries. In 2019 the following subsidiaries were dissolved:
GMR Strength LLC | Gener8 Tankers 8 Inc. |
GMR Daphne LLC | Gener8 Strength Inc. |
GMR Elektra LLC | Gener8 Supreme Inc. |
GMR Agamemnon LLC | Gener8 Andriotis Inc. |
Gener8 Tankers 1 Inc. | Gener8 Miltiades Inc. |
Gener8 Tankers 2 Inc. | Gener8 Success Inc. |
Gener8 Tankers 3 Inc. | Gener8 Chiotis Inc. |
Gener8 Tankers 4 Inc. | Vision Ltd. |
Gener8 Tankers 5 Inc. | Consul Ltd. |
Gener8 Tankers 6 Inc. | Victory Ltd. |
Gener8 Tankers 7 Inc. | GMR Spyridon LLC |
In 2019, Euronav NV, Antwerp, Geneva (branch office), was established and incorporated in the third quarter of 2019.
In the fourth quarter of 2019, two new joint ventures Bari Shipholding Ltd. and Bastia Shipholding Ltd. were incorporated (see Note 26).
The Group holds 100% of the voting rights in all of its subsidiaries.
Note 25 - Business combinations
Merger with Gener8 Maritime, Inc. ('Gener8')
On June 11, 2018, the Group announced that Gener8's shareholders approved the merger that day between the two companies by which Gener8 became a wholly-owned subsidiary of Euronav. Gener8 Maritime Inc. a corporation incorporated under the laws of the Republic of the Marshall Islands, was a leading U.S.-based provider of international seaborne crude oil transportation services, resulting from a transformative merger between General Maritime Corporation, a well-known tanker owner, and Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, an independent vessel pool manager. General Maritime Corporation was founded in 1997 and has been an active owner and operator in the crude tanker sector. At the date of the merger, Gener8 owned a fleet of 29 tankers on the water, consisting of 21 VLCC vessels, 6 Suezmax vessels, and 2 Panamax vessels, with an aggregate carrying capacity of approximately 7.4 million dwt, which includes 19 "eco" VLCC newbuildings delivered from 2015 through 2017 equipped with advanced, fuel-saving technology,
that were constructed at highly reputable shipyards.
The merger created the world's leading independent crude tanker operator with 72 large crude tankers focused predominately on the VLCC and Suezmax asset classes and two FSO vessels in joint venture and provide tangible economies of scale via pooling arrangements, procurement opportunities, reduced overhead and enhanced access to capital.
Furthermore it will offer a well-capitalized, highly liquid company for investors to participate in the tanker market and through commitment to the Tankers International Pool (a spot market-oriented tanker pool), provide the lowest commercial fees as a percentage of revenue in the sector upon closing of the merger.
The "Exchange Ratio" of 0.7272 Euronav shares for each share of Gener8 resulted in the issuance of 60,815,764 new ordinary shares on June 12, 2018. The Exchange Ratio implied
76 Financial report 2019
a premium of 35% paid on Gener8 shares based on the closing share prices on December 20, 2017. The merger resulted in Euronav shareholders owning approximately 72% of the issued share capital of the combined entity and Gener8 shareholders owning approximately 28% (based on the fully diluted share capital of Euronav and fully diluted share capital of Gener8). Euronav as the combined entity remain listed on NYSE and Euronext under the symbol "EURN".
Subsequently, Euronav sold certain subsidiaries owning six VLCCs to International Seaways ("INSW") for a total cash payment of USD 141.0 million of which USD 120.0 million was received on June 14, 2018, the date of closing. The remaining balance of USD 20.9 million was paid in Q4. This sale was
an important part of the wider merger with Gener8 Maritime transaction as it allows Euronav to retain leverage around a level of 50% and to retain substantial liquidity going forward. The six vessels are the Gener8 Miltiades (2016 - 301,038 dwt), Gener8 Chiotis (2016 - 300,973 dwt), Gener8 Success (2016 - 300,932 dwt), Gener8 Andriotis (2016 - 301,014 dwt), Gener8 Strength (2015 - 300,960 dwt) and Gener8 Supreme (2016 - 300,933 dwt). The assets and liabilities of these companies were recognized at fair value on the date of the closing of the merger. This fair value took into consideration the provisions of the sale and purchase agreement with INSW and accordingly, no result was recorded on this transaction.
Consideration transferred
(in USD)
Total Business combinations | |
Gener8 shares outstanding | 83,267,426 |
RSU | 362,613 |
Total Gener8 shares | 83,630,039 |
Ratio | 0.7272 |
Issued Euronav shares | 60,815,764 |
Closing price Euronav on June 11, 2018 | 9.1 |
Total consideration transferred | 553,423,452 |
Contribution to revenue and profit/loss
Since their acquisition by the Group on June 12, 2018, the acquired companies contributed revenue of USD 16.5 million and a loss of USD 43.7 million to the Group's consolidated results for the year ended December 31, 2018. If the acquisition had occurred on 1 January 2018, management estimates that the Group's consolidated revenue for the year ended December 31, 2018 would have been USD 665.5 million and consolidated loss for the twelve month period ended December 31, 2018 would have been USD (160.1) million. In determining these amounts, management has assumed that the fair value adjustments, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 January 2018.
Acquisition related costs
The Group incurred approximately USD 5.0 million relating to external legal fees, due to diligence costs and advisory fees. These acquisition-related costs for the business combination were expensed as incurred and are included in 'General and administrative expenses'.
prepaid on June 12, 2018. The repayment of the Senior Notes was financed in full by Euronav under its existing liquidity (cash at hands and credit facilities) (see Note 16).
Bank loans
At the time of the merger, Gener8 had three senior secured credit facilities: (i) the KEXIM Credit Agreement, (ii) the Nordea Credit Agreement and (iii) the Sinosure Credit Agreement of which the first two were assumed by Euronav in the merger and the latter was acquired by INSW when they acquired certain subsidiaries owning six VLCCs. Prior to the merger, Gener8 was not in compliance with the interest expense coverage ratio covenant for which they obtained short-term waivers from its lenders. Following the merger, the Kexim Credit Agreement was amended to align the covenants with the other senior credit facilities of the Group, resolving the non compliance. The Group, in advance negotiations to refinance the Nordea Credit Agreement, decided not to amend this senior secured credit facility and as such, given the non compliance and remaining duration of the short-term waiver, classified the entire facility as short term. On September 17, 2018, this facility was repaid in full.
Repayment Blue mountain note
As part of the Merger Agreement and the Letter agreement between Gener8 and certain affiliates of BlueMountain Capital Management LLC, the Senior Note with a carrying value of USD 205.7 million was
Identifiable assets acquired and liabilities
assumed
The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the acquisition date.
Financial report 2019 77
Financial report
(in thousands of USD) | Gener8 | INSW | |||
Note | Total | Subsidiaries | Subsidiaries | ||
Vessels | 8 | 1,704,250 | 1,270,250 | 434,000 | |
Other tangible assets | - | 345 | 345 | - | |
Intangible assets | - | 152 | 152 | - | |
Receivables | - | 16,750 | 9,599 | 7,151 | |
Current assets | - | 79,459 | 64,829 | 14,629 | |
Cash and cash equivalents | - | 126,288 | 126,288 | - | |
Loans and borrowings | 16 | (1,312,446) | (1,001,478) | (310,968) | |
Provision onerous contracts | 21 | (5,303) | (5,303) | - | |
Current liabilities | - | (33,012) | (29,160) | (3,852) | |
Total identifiable net assets acquired | 576,482 | 435,522 | 140,960 | ||
(in thousands of USD) | |||||
Fair value at | |||||
Note | acquisition date | ||||
Consideration transferred | - | 553,423 | |||
Total identifiable net assets acquired | - | 576,482 | |||
Bargain Purchase | 23,059 |
The transaction resulted in a bargain purchase gain of USD
23.1 million as the fair value of assets acquired and liabilities assumed exceeded the total of the fair value of consideration paid. Euronav's management has reassessed whether they had correctly identified all of the assets acquired and all of the liabilities assumed and this excess remains.
Euronav's management believes that the bargain purchase price is a direct consequence of Gener8 limited liquidity and its shares trading under the net asset value per share prior to and at the time of the agreed ratio as well as a small uptick in the fair value of the vessels between the time of the agreed
exchange ratio and the date of the merger when the valuation of the vessels was assessed.
This gain was recognized in the consolidated statement of profit or loss for 2018, under the heading 'Gain on bargain purchase'.
As at June 12, 2018, the gross contractual amounts receivable acquired amounted to USD 98.2 million and the amounts expected not to collect amounted to USD 2.0 million which gives a net amount receivable of USD 96.2 million (see table above, sum of receivables and current assets).
Note 26 - Equity-accounted investees
(in thousands of USD) | ||
December 31, 2019 | December 31, 2018 | |
Assets | ||
Interest in joint ventures | 50,322 | 43,182 |
Interest in associates | - | - |
TOTAL ASSETS | 50,322 | 43,182 |
Liabilities | ||
Interest in joint ventures | - | - |
Interest in associates | - | - |
TOTAL LIABILITIES | - | - |
78 Financial report 2019
Joint Ventures
The following table contains a roll forward of the balance sheet amounts with respect to the Group's joint ventures:
(in thousands of USD)
ASSET | |
Investments in equity | |
accounted investees | Shareholders loans |
Gross balance
Offset investment with shareholders loan
Balance at January 1, 2017
Group's share of profit (loss) for the period Group's share of other comprehensive income Dividends received from joint ventures
Dividend in kind (shares TUKA) received from associate Reclassification of associate to joint venture Movement shareholders loans to joint ventures
Gross balance
Offset investment with shareholders loan
Balance at December 31, 2017
Group's share of profit (loss) for the period Group's share of other comprehensive income Movement shareholders loans to joint ventures
Gross balance
Offset investment with shareholders loan
Balance at December 31, 2018
Group's share of profit (loss) for the period Group's share of other comprehensive income Dividends received from joint ventures Movement shareholders loans to joint ventures Initial capital provided to joint ventures
Gross balance
Offset investment with shareholders loan
Balance at December 31, 2019
(3,298) | 203,512 |
20,165 | (20,165) |
16,867 | 183,348 |
29,933 | - |
483 | - |
(1,250) | - |
1,559 | - |
136 | - |
- | (40,750) |
27,565 | 162,763 |
3,030 | (3,030) |
30,595 | 159,733 |
16,076 | - |
(459) | - |
- | (134,097) |
43,182 | 28,666 |
- | - |
43,182 | 28,666 |
16,460 | - |
(720) | - |
(12,600) | - |
- | 31,713 |
4,000 | - |
50,322 | 60,379 |
- | - |
50,322 | 60,379 |
The decrease in the balance of shareholders' loans to joint ventures in 2018 is primarily due to the USD 220.0 million senior secured credit facility which TI Asia Ltd. and TI Africa Ltd. entered into March 29, 2018. The shareholders loans were partially repaid by using a part of the proceeds of this new borrowing. In this context, the Company provided a guarantee
for the revolving tranche of the above credit facility.
The increase in the balance of the shareholders' loan to joint ventures in 2019 is attributable to the shareholders loans to newly set-up joint ventures Bari Shipholding Ltd and Bastia Shipholding Ltd (see Note 10).
Financial report 2019 79
Financial report
Joint venture | Segment | Description |
Kingswood Co. Ltd | Tankers | Holding company; parent of Seven Seas Shipping Ltd. and to be liquidated in 2020 |
Seven Seas Shipping Ltd | Tankers | Formerly owner of 1 VLCC bought in 2016 by Euronav. Wholly owned subsidiary of |
Kingswood Co. Ltd. and to be liquidated in 2020 | ||
Tankers Agencies (UK) Ltd | Tankers | Parent company of Tankers International Ltd |
Tankers International LLC | Tankers | The manager of the Tankers International Pool who commercially manages the majority |
of the Group's VLCCs | ||
Bari Shipholding Ltd | Tankers | Single ship company, owner of 1 Suezmax |
Bastia Shipholding Ltd | Tankers | Single ship company, owner of 1 Suezmax |
TI Africa Ltd | FSO | Operator and owner of a single floating storage and offloading facility (FSO Africa)* |
TI Asia Ltd | FSO | Operator and owner of a single floating storage and offloading facility (FSO Asia)* |
* FSO Asia and FSO Africa are on a time charter contract to North Oil Company (NOC), the new operator of Al Shaheen field, until mid 2022.
80 Financial report 2019
Financial report 2019 81
Financial report
The following table contains summarized financial information for all of the Group's joint ventures:
Asset | |||
Kingswood Co. | Seven Seas | ||
Ltd | Shipping Ltd | TI Africa Ltd | |
At December 31, 2017 | |||
Percentage ownership interest | 50% | 50% | 50% |
Non-Current assets | 629 | - | 182,298 |
of which Vessel | - | - | 171,612 |
Current Assets | - | 993 | 12,639 |
of which cash and cash equivalents | - | 689 | 4,062 |
Non-Current Liabilities | - | 629 | 200,231 |
Of which bank loans | - | - | - |
Current Liabilities | 111 | 91 | 766 |
Of which bank loans | - | - | - |
Net assets (100%) | 518 | 273 | (6,060) |
Group's share of net assets | 259 | 137 | (3,030) |
Shareholders loans to joint venture | - | - | 100,115 |
Net Carrying amount of interest in joint venture | 259 | 137 | - |
Remaining shareholders loan to joint venture | - | - | 97,085 |
Revenue | - | 61 | 61,015 |
Depreciations and amortization | - | - | (18,209) |
Interest expense | - | - | (90) |
Income tax expense | - | - | 383 |
Profit (loss) for the period (100%) | (2) | 130 | 34,269 |
Other comprehensive income (100%) | - | - | - |
Group's share of profit (loss) for the period | (1) | 65 | 17,135 |
Group's share of other comprehensive income | - | - | - |
82 Financial report 2019
Asset | |||
Tankers Agencies | |||
(UK) Ltd | TI LLC | ||
TI Asia Ltd | (see Note 24) | (see Note 24) | Total |
50% | 50% | 50% | |
175,826 | 363 | 98 | 359,214 |
164,587 | - | - | 336,199 |
10,521 | 149,650 | 1,108 | 174,912 |
1,968 | 1,889 | - | 8,608 |
128,653 | - | - | 329,514 |
- | - | - | - |
687 | 147,453 | 975 | 150,083 |
- | 43,000 | - | 43,000 |
57,007 | 2,560 | 232 | 54,530 |
28,503 | 1,559 | 136 | 27,565 |
62,647 | - | - | 162,762 |
28,503 | 1,559 | 136 | 30,595 |
62,647 | - | - | 159,732 |
58,011 | - | - | 119,087 |
(17,933) | - | - | (36,142) |
(1,961) | - | - | (2,052) |
(3,359) | - | - | (2,976) |
25,467 | - | - | 59,865 |
966 | - | - | 966 |
12,734 | - | - | 29,932 |
483 | - | - | 483 |
Financial report 2019 83
Financial report
Asset | |||
Kingswood Co. | Seven Seas | ||
Ltd | Shipping Ltd | TI Africa Ltd | |
At December 31, 2018 | |||
Percentage ownership interest | 50% | 50% | 50% |
Non-Current assets | 522 | - | 154,553 |
of which Vessel | - | - | 153,404 |
Current Assets | - | 792 | 9,119 |
of which cash and cash equivalents | - | 696 | 484 |
Non-Current Liabilities | - | 522 | 130,068 |
Of which bank loans | - | - | 70,080 |
Current Liabilities | 6 | 1 | 24,400 |
Of which bank loans | - | - | 23,867 |
Net assets (100%) | 516 | 269 | 9,205 |
Group's share of net assets | 258 | 134 | 4,603 |
Shareholders loans to joint venture | - | - | 28,665 |
Net Carrying amount of interest in joint venture | 258 | 134 | 4,603 |
Remaining shareholders loan to joint venture | - | - | 28,665 |
Revenue | - | 1 | 49,129 |
Depreciations and amortization | - | - | (18,209) |
Interest expense | - | - | (3,857) |
Income tax expense | - | - | (1,585) |
Profit (loss) for the period (100%) | (2) | (5) | 15,742 |
Other comprehensive income (100%) | - | - | (477) |
Group's share of profit (loss) for the period | (1) | (2) | 7,871 |
Group's share of other comprehensive income | - | - | (239) |
84 Financial report 2019
Asset | |||
Tankers Agencies | |||
(UK) Ltd | TI LLC | ||
TI Asia Ltd | (see Note 24) | (see Note 24) | Total |
50% | 50% | 50% | |
147,962 | 306 | - | 303,343 |
146,654 | - | - | 300,058 |
22,450 | 351,702 | 288 | 384,351 |
2,561 | 2,487 | - | 6,227 |
74,171 | - | - | 204,760 |
67,551 | - | - | 137,630 |
23,699 | 349,096 | 48 | 397,250 |
23,015 | 64,500 | - | 111,382 |
72,542 | 2,912 | 240 | 85,685 |
36,271 | 1,774 | 141 | 43,182 |
- | - | - | 28,665 |
36,271 | 1,774 | 141 | 43,182 |
- | - | - | 28,665 |
49,180 | 749,229 | - | 847,540 |
(17,933) | (71) | - | (36,213) |
(3,733) | (2,571) | - | (10,161) |
(1,611) | (216) | - | (3,412) |
15,977 | 352 | 10 | 32,074 |
(441) | - | - | (918) |
7,989 | 214 | 6 | 16,076 |
(220) | - | - | (459) |
Financial report 2019 85
Financial report
Asset | |||
Kingswood Co. | Seven Seas | ||
Ltd | Shipping Ltd | TI Africa Ltd | |
At December 31, 2019 | |||
Percentage ownership interest | 50% | 50% | 50% |
Non-Current assets | 530 | - | 137,426 |
of which Vessel | - | - | 135,195 |
Current Assets | - | 800 | 10,809 |
of which cash and cash equivalents | - | 800 | 1,701 |
Non-Current Liabilities | - | 525 | 97,514 |
Of which bank loans | - | - | 45,567 |
Current Liabilities | 10 | 1 | 26,370 |
Of which bank loans | - | - | 24,856 |
Net assets (100%) | 520 | 274 | 24,351 |
Group's share of net assets | 260 | 137 | 12,175 |
Shareholders loans to joint venture | - | - | 23,215 |
Net Carrying amount of interest in joint venture | 260 | 137 | 12,175 |
Remaining shareholders loan to joint venture | - | - | 23,215 |
Revenue | - | 8 | 49,434 |
Depreciations and amortization | - | - | (18,209) |
Interest Expense | - | - | (4,633) |
Income tax expense | - | - | (1,588) |
Profit (loss) for the period (100%) | (3) | 6 | 15,881 |
Other comprehensive income (100%) | - | - | (735) |
Group's share of profit (loss) for the period | (1) | 3 | 7,941 |
Group's share of other comprehensive income | - | - | (367) |
86 Financial report 2019
Asset | ||||
Tankers Agencies | ||||
(UK) Ltd | TI LLC | Bastia Shipholding | ||
TI Asia Ltd | (see Note 24) | (see Note 24) | Bari Shipholding Ltd Ltd | Total |
50% | 50% | 50% | 50% | 50% | |
128,722 | 944 | - | 21,833 | 21,628 | 311,083 |
128,722 | - | - | 21,833 | 21,628 | 307,377 |
10,001 | 418,505 | 267 | 1,573 | 5,577 | 447,531 |
917 | 3,246 | - | - | 250 | 6,913 |
49,026 | 490 | - | 18,390 | 18,773 | 184,718 |
43,927 | - | - | - | - | 89,495 |
27,318 | 415,301 | 51 | 705 | 4,328 | 474,085 |
23,968 | 135,000 | - | - | - | 183,824 |
62,379 | 3,658 | 216 | 4,310 | 4,104 | 99,811 |
31,189 | 2,227 | 127 | 2,155 | 2,052 | 50,322 |
- | - | - | 18,390 | 18,773 | 60,379 |
31,189 | 2,227 | 127 | 2,155 | 2,052 | 50,322 |
- | - | - | 18,390 | 18,773 | 60,379 |
49,487 | 1,307,523 | - | 938 | 1,970 | 1,409,360 |
(17,933) | (67) | - | (273) | (507) | (36,988) |
(4,482) | (3,292) | - | (155) | (202) | (12,764) |
(1,573) | (243) | - | - | - | (3,405) |
15,743 | 746 | (24) | 310 | 104 | 32,763 |
(706) | - | - | - | - | (1,441) |
7,871 | 454 | (14) | 155 | 52 | 16,460 |
(353) | - | - | (720) |
Financial report 2019 87
Financial report
Note 26 - Equity-accounted investees (Continued)
Loans and borrowings
On March 29, 2018, TI Asia Ltd. and TI Africa Ltd. entered into a USD 220.0 million senior secured credit facility. The facility consists of a term loan of USD 110.0 million and a revolving loan of USD 110.0 million for the purpose of refinancing the two FSOs as well as for general corporate purposes. The Company provided a guarantee for the revolving credit facility tranche. The fair value of this guarantee is not significant given the long term contract both FSOs have with North Oil Company until mid 2022, which results in sufficient repayment capacity under
these facilities. Transaction costs for a total amount of USD
2.2 million are amortized over the lifetime of the instrument using the effective interest rate method. As of December 31, 2019 the outstanding balance on this facility was USD 139.2 million in aggregate.
All bank loans in the joint ventures are secured by the underlying FSO and subject to specific covenants.
The following table summarizes the terms and debt repayment profile of the bank loans held by the joint ventures:
(in thousands of USD) | December 31, 2019 | December 31, 2018 | |||||||||
Nominal | |||||||||||
interest | Year of | Facility | Carrying | Facility | Carrying | ||||||
Curr. | rate | mat. | size | Drawn | value | size | Drawn | value | |||
TI Asia Ltd revolving loan | libor | ||||||||||
54M* | USD | +2.0% | 2022 | 34,163 | 34,163 | 33,948 | 45,671 | 45,671 | 45,283 | ||
TI Asia Ltd loan | libor | ||||||||||
54M* | USD | +2.0% | 2022 | 34,163 | 34,163 | 33,948 | 45,671 | 45,671 | 45,283 | ||
TI Africa Ltd revolving loan | libor | ||||||||||
56M* | USD | +2.0% | 2022 | 35,429 | 35,429 | 35,212 | 47,362 | 47,362 | 46,974 | ||
TI Africa Ltd loan | libor | ||||||||||
56M* | USD | +2.0% | 2022 | 35,429 | 35,429 | 35,212 | 47,362 | 47,362 | 46,974 | ||
Total interest-bearing | 139,183 139,183 | 138,319 | 186,067 | 186,067 | 184,513 | ||||||
bank loans | |||||||||||
* The mentioned secured bank loans are subject to loan covenants. | |||||||||||
Loan covenant | These IRSs have a remaining duration between two and three | ||||||||||
years matching the repayment profile of that facility and mature | |||||||||||
As of December 31, 2019, all joint ventures were in compliance | on July 21, 2022 and September 22, 2022 for FSO Asia and FSO | ||||||||||
with the covenants, as applicable, of their respective loans. | Africa respectively (see Note 14). |
Interest rate swaps
In 2018, TI Asia and TI Africa entered in several Interest Rate Swap (IRSs) instruments for a combined notional value of USD
208.8 million (Euronav's share amounts to 50%) in connection to the USD 220.0 million facility. These IRSs are used to hedge the risk related to the fluctuation of the Libor rate and qualify as hedging instruments in a cash flow hedge relationship under IFRS 9. These instruments are measured at their fair value; effective changes in fair value have been recognized in OCI and the ineffective portion has been recognized in profit or loss.
Vessels
On November 19, 2019, the group entered into a joint venture together with affiliates of Ridgebury Tankers and clients of Tufton Oceanic. Each 50%-50% joint venture company has acquired one Suezmax vessel. The joint ventures have acquired two Suezmax tankers (Bari & Bastia) for a total consideration of USD 40.6 million. There were no capital commitments as of December 31, 2019, December 31, 2018 and December 31, 2017.
Cash and cash equivalents
(in thousands of USD | ||
2019 | 2018 | |
Cash and cash equivalents of the joint ventures | 6,913 | 6,227 |
Group's share of cash and cash equivalents | 3,814 | 3,385 |
of which restricted cash | - | - |
88 Financial report 2019
Services
The Group entered into an agreement with its joint venture to manage commercially both vessels by the Group's chartering desk. Furthermore the Group also entered into an agreement to render accounting, assistance and administrative services.
In 2019 the Group invoiced a total amount of USD 18,222. Furthermore, the joint venture entered into an agreement with the Group to invoice us management fees to do the followup of the external shipmanagement. In 2019, Ridgebury invoiced the Group USD 40,050.
Note 27 - Major exchange rates
The following major exchange rates have been used in preparing the consolidated financial statements:
1 XXX = | ||||||
x,xxxx USD | closing rates | average rates | ||||
December 31, | December 31, | December 31, | December 31, | December 31, | December 31, | |
2019 | 2018 | 2017 | 2019 | 2018 | 2017 | |
EUR | 1.1234 | 1.1450 | 1.1993 | 1.1213 | 1.1838 | 1.1249 |
GBP | 1.3204 | 1.2800 | 1.3517 | 1.2755 | 1.3374 | 1.2880 |
Note 28 - Audit fees
The audit fees for the Group amounted to USD 0.9 million (2018: USD 0.9 million and 2017: USD 0.9 million). During the year the statutory auditor and persons professionally related to him performed additional audit related services amounting
to USD 0.1 million (2018: USD 0.4 million and 2017: USD 0.0
million) and tax services for fees of USD 0.0 million (2018: USD
0.0 million and 2017: 0.0 million).
Note 29 - Subsequent events
On January 23, 2020, the Company sold the Suezmax Finesse (2003 - 149,994 dwt), for USD 21.0 million. This vessel was accounted for as a non-current asset held for sale as at December 31, 2019. The vessel was delivered to its new owner on February 21, 2020.
On January 30, 2020, the International Health Regulations Emergency Committee of the World Health Organization declared the outbreak a "public health emergency of international concern" following the outbreak of a new strain of coronavirus, ("COVID-19").
On February 12, 2020, Euronav announced the acquisition of three VLCC newbuilding contracts for an aggregate purchase price of USD 280.5 million or USD 93.5 million per vessel. The vessels are due to be delivered early in the fourth quarter 2020 and in January and February 2021 respectively and will be fitted with Exhaust Gas Scrubber technology and Ballast Water Treatment System. On March 6, 2020, Euronav announced it has entered into an agreement for the acquisition through resale of one VLCC newbuilding contract. This VLCC is being acquired for USD 93 million. The vessel is due for delivery early in the first quarter of 2021 and is an identical sister ship of the 3 VLCCs acquired in February as mentioned above.
Currently, the COVID-19 pandemic is reported to have spread to over 100 countries with the number of cases growing daily.
The wellbeing and health of our staff, seafarers, their families and the broader community is Euronav's priority. We have applied a number of precautionary measures across our offices and fleet in order to protect our employees and seafarers in response to the virus. Euronav's operations have not been materially impacted yet by the Covid-19 pandemic. However, and whilst it is too early to assess the future impact precisely, besides increasing operational challenges both onshore and at sea, the current environment may lead to increased counterparty risk and growing commercial and other disputes. The group will closely monitor the situation and expects to be able to build on its good business relationships with most of its long term customers to successfully navigate through these challenging times. The internal control framework and the corporate governance in general remains operational and effective, without a significant impact on actual internal audit activities and on the communication and information exchange with the business. The extensive automation of processes and controls allow for an adequate execution, even under actual COVID-19 conditions. The Internal Audit
Financial report 2019 89
Financial report
Department is however reassessing audit engagements within the Internal Audit Plan on feasibility, practicability and usefulness of scheduled audit missions, in conjunction with the assessment of eventual future emerging risks. Specifically, controls are regularly considered to address potential new financial, liquidity and treasury risks or the change in severity or likelihood of existing risks.
A combination of rapidly increasing crude supply and a buoyant market for crude storage is underpinning a very robust tanker freight market and strong cash generation presently. Management is however cognizant that there is currently a substantial reduction in crude demand due to the worldwide impact of the Covid-19 outbreak and more specifically to the policies to restrict the movement of people. As a consequence, a significant portion of the oil currently produced and transported is destined to crude inventories. The build-up of these inventories will in 2020 impact the demand for the oil transportation sector and in particular the tanker markets. At the same time, a lower crude price environment is beneficial for the shipping companies in general as it leads to lower fuel costs.
Overall and at this stage it is still too early to quantify the impact due to the Covid-19 outbreak on our future results and any forward-looking statements should be regarded with caution because of the inherent uncertainties in economic trends and business risks related to the current Covid-19 outbreak.
Euronav does not only maintain a strong balance sheet with which to navigate tanker market cycles but also a very strong liquidity with more than 1 billion USD available in the form of cash and of undrawn revolving credit facilities. Thanks to this strong balance sheet combined with the current high freight market, we are confident about the future but will continue to monitor the situation carefully and remain fully committed to adapt our actions in the best interest of our stakeholders.
This event was deemed to constitute a non-adjusting subsequent event in the preparation of the 2019 consolidated financial statements.
Note 30 - Statement on the true and fair view of the consolidated financial statements and the fair overview of the management report
Mr. Carl Steen, Chairman of the Board of Directors, Mr. Hugo De Stoop, CEO and Mrs. Lieve Logghe, CFO, hereby certify that, to the best of their knowledge, (a) the consolidated financial statements as of and for the year ended December 31, 2019, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, give a true and fair view of the assets,
liabilities, financial position and results of Euronav NV and the entities included in the consolidation, and (b) the annual report includes a true and fair view of the evolution of the activities, results and situation of Euronav NV and the entities included in the consolidation, and contains a description of the main risks and uncertainties they may face.
90 Financial report 2019
Euronav NV Statutory Accounts 2019
ASSETS
(in USD) | ||
December 31, 2019 | December 31, 2018 | |
FIXED ASSETS | 3,142,166,045 | 3,878,186,694 |
Intangible assets | 11,712 | 171 |
Tangible assets | 2,964,057,421 | 3,234,676,149 |
Vessels | 2,962,943,525 | 3,234,204,835 |
Land and buildings | - | - |
Plant, machinery and equipment | - | - |
Furniture and vehicles | 460,744 | 298,697 |
Leasing and other similar rights | - | - |
Other tangible assets | 653,153 | 16,212 |
Assets under construction and advance payments | - | 156,405 |
Financial assets | 178,096,911 | 643,510,374 |
Enterprises accounted for using the equity method | ||
1. Participating interests | 151,439,957 | 608,869,677 |
2. Amounts receivable | 26,656,954 | 34,640,697 |
Other companies | ||
1. Participating interests | - | - |
2. Amounts receivable | - | - |
Other financial assets | ||
1. Shares | - | - |
2. Amounts receivable and cash guarantees | - | - |
Investments | - | - |
Own shares | ||
Other investments and deposits | - | - |
Cash at bank and in hand | - | - |
Deferred charges and accrued income | ||
CURRENT ASSETS | 743,728,622 | 1,060,707,409 |
Amounts receivable after one year | 1,246,092 | 7,621,384 |
Trade debtors | - | - |
Other amounts receivable | 1,246,092 | 7,621,384 |
Stocks and contracts in progress | 183,381,749 | - |
Stocks | ||
4. Goods purchased | 183,381,749 | - |
Amounts receivable within one year | 269,102,167 | 909,725,584 |
Trade debtors | 118,217,009 | 98,744,403 |
Other amounts receivable | 150,885,158 | 810,981,181 |
Investments | 224,310,468 | 67,316,207 |
Own shares | 41,810,468 | 8,816,207 |
Other investments and deposits | 182,500,000 | 58,500,000 |
Cash at bank and in hand | 36,489,728 | 27,369,425 |
Deferred charges and accrued income | 29,198,418 | 48,674,810 |
CURRENT ASSETS | 3,885,894,668 | 4,938,894,103 |
Financial report 2019 91
Financial report
LIABILITIES
(in USD)
CAPITAL AND RESERVES
Capital
Issued capital
Share premium account
Revaluation Surpluses
Reserves
Legal reserve
Reserves not available for distribution
- Own shares
-
Other
Untaxed reserves
Reserves available for distribution
Result carried forward
PROVISIONS FOR LIABILITIES AND CHARGES
Provisions and deferred taxes
Provsions for liabilities and charges
- Major repairs and maintenance
- Other liabilities and charges
CREDITORS
Amounts payable after one year
Financial debts
- Unsubordinated debentures
- Leasing and other similar obligations
- Credit institutions
- Convertible loans
- Other amounts payable
Trade Debts
1. Suppliers
Other amounts payable
Amounts receivable within one year
Current portion of amounts payable after one year Financial debts
-
Credit institutions
Trade debts
- Suppliers
Advances received on contracts in progress Taxes, remuneration and social security
- Taxes
- Remuneration and social security
Other amounts payable
Accrued charges and deferred income
TOTAL LIABILITIES
December 31, 2019 | December 31, 2018 |
2,223,723,991 | 2,073,407,170 |
239,147,506 | 239,147,506 |
239,147,506 | 239,147,506 |
1,702,549,244 | 1,702,549,244 |
- | - |
115,876,717 | 75,060,493 |
23,914,751 | 17,304,612 |
41,810,468 | 8,816,207 |
1,505,051 | 293,227 |
48,646,447 | 48,646,447 |
- | - |
166,150,524 | 56,649,927 |
4,305,945 | 2,437,103 |
4,305,945 | 2,437,103 |
- | - |
4,305,945 | 2,437,103 |
1,657,864,732 | 2,863,049,831 |
1,342,316,756 | 1,443,340,172 |
- | - |
- | - |
1,191,316,756 | 1,383,340,172 |
- | - |
151,000,000 | 60,000,000 |
- | - |
- | - |
269,965,805 | 1,383,724,901 |
49,507,050 | 134,126,913 |
122,787,620 | 60,341,500 |
26,997,660 | 22,928,569 |
- | - |
156 | 10,802 |
1,739,965 | 1,964,811 |
68,933,354 | 1,164,352,306 |
45,582,170 | 35,984,757 |
3,885,894,668 | 4,938,894,103 |
92 Financial report 2019
INCOME STATEMENT OF EURONAV NV
(in USD) | ||
December 31, 2019 | December 31, 2018 | |
Operating income | 960,394,635 | 578,184,654 |
Turnover | 930,731,822 | 553,316,727 |
Other operating income | 29,662,812 | 24,867,928 |
Operating charges | 777,590,619 | 656,640,801 |
Services and other goods | 474,791,745 | 444,601,335 |
Remuneration, social security costs and pensions | 15,207,434 | 7,818,781 |
Depreciation of and other amounts written off formation expenses, | ||
intangible and tangible fixed assets | 285,315,926 | 204,117,608 |
Increase (+); Decrease (-) in amounts written off stocks, | ||
contracts in progress and trade debtors | - | - |
Increase (+); Decrease (-) in provisions for liabilities and charges | 1,868,842 | (452,926) |
Other operating charges | 406,671 | 556,003 |
Operating result | 182,804,016 | (78,456,146) |
Financial income | 32,121,767 | 12,469,788 |
Income from financial fixed assets | - | - |
Income from current assets | 19,939,167 | 1,915,508 |
Other financial income | 12,182,599 | 10,554,280 |
Financial charges | 109,046,337 | 67,425,821 |
Interest and other debt charges | 75,013,401 | 41,407,346 |
Amounts written down current assets excl trade debts, stocks | (2,028,974) | 2,451,309 |
Other financial charges | 36,061,910 | 23,567,165 |
Profit on ordinary activities before taxes | 105,879,446 | (133,412,179) |
Extraordinary income | 126,170,456 | 20,674,208 |
Gain on disposal of fixed assets | 126,170,456 | 20,674,208 |
Other extraordinary income | - | - |
Extraordinary charges | 3,654,751 | - |
Amounts written off current assets | - | - |
Provisions for extraordinary liabilities and charges | - | - |
Loss on disposal of fixed assets | 3,654,751 | - |
Other extraordinary charges | - | - |
Profit for the year before taxes | 228,395,151 | (112,737,971) |
Income taxes | 2,281,505 | 3,867,822 |
Income taxes | 2,281,505 | 3,867,822 |
Profit for the year | 226,113,646 | (116,605,794) |
Financial report 2019 93
Financial report
Statutory auditor's report to the general meeting of Euronav NV on the consolidated financial statements as of and for the year ended December 31, 2019
In the context of the statutory audit of the consolidated financial statements of Euronav NV ("the Company") and its subsidiaries (jointly "the Group"), we provide you with our statutory auditor's report. This includes our report on the consolidated financial statements for the year ended December 31, 2019, as well as other legal and regulatory requirements. Our report is one and indivisible.
We were appointed as statutory auditor by the general meeting of May 11, 2017 in accordance with the proposal of the board of directors issued on the recommendation of the audit and risk committee. Our mandate will expire on the date of the general meeting deliberating on the annual accounts for the year ended December 31, 2019. We have performed the statutory audit of the consolidated financial statements of Euronav NV for 16 consecutive financial years.
Report on the consolidated financial statements
Unqualified opinion
We have audited the consolidated financial statements of the Group as of and for the year ended December 31, 2019, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated statement of financial position as of December 31, 2019, the consolidated statements of profit or loss, comprehensive income, changes in equity and cash flows for the year then ended and notes, comprising a summary of significant accounting policies and other explanatory information. The total of the consolidated statement of financial position amounts to USD'000 4,164,843 and the consolidated statement of profit or loss shows a profit for the year of USD'000 112,230.
In our opinion, the consolidated financial statements give a true and fair view of the Group's equity and financial position as of December 31, 2019 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium.
Basis for our unqualified opinion
We conducted our audit in accordance with International Standards on Auditing ("ISAs") as adopted in Belgium. In addition, we have applied the ISAs as issued by the IAASB applicable for the current accounting year while these have not been adopted in Belgium yet. Our responsibilities under those standards are further described in the "Statutory auditors' responsibility for the audit of the consolidated financial statements" section of our report. We have complied with the ethical requirements that are relevant to our audit of
the consolidated financial statements in Belgium, including the independence requirements.
We have obtained from the supervisory board and the Company's officials the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of matter - subsequent events - COVID-19
We draw attention to Note 29 of the consolidated financial statements, which describes the possible effects of the COVID-19 crisis on the operations and financial position of the Group as well as the measures taken by the Group.
Our opinion is not modified in respect of this matter.
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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.
Assessment of impairment indicators for vessels
As discussed in Note 8 to the consolidated financial statements, the net carrying value of vessels as of December 31, 2019 was $3.2 billion, representing 78% of the Group's total assets. Vessels include crude oil tankers, floating storage and offloading units (FSOs), and right-of-use assets related to vessels. As discussed in Note 1, at each reporting date, the Group evaluates the carrying value of vessels for impairment at the level of the cash generating unit (CGU), by identifying events or changes in circumstances that indicate the carrying value of these CGUs may not be recoverable.
We identified the assessment of impairment indicators of vessels as a key audit matter. The Group's evaluation of the existence of impairment indicators considers both internal and external data, such as vessel and crude oil supply and demand trends, and changes in the extent and manner in which vessels are expected to be used. The assessment of the impact of these indicators on each CGU requires a high degree of auditor judgment. This is due to the existence of unobservable information and the unpredictability of global macroeconomic and geopolitical conditions affecting freight rates over the CGU's useful life.
The primary procedures we performed to address this key audit matter included the following:
- We tested the internal control over the assessment of the
94 Financial report 2019
impact of internal and external impairment indicators, including controls related to the evaluation of the indicators such as vessel and crude oil supply and demand trends, and changes in the extent and manner in which vessels are expected to be used; and
- We evaluated the information and assumptions used by the Group in its assessment of the existence of impairment indicators. This was done by comparing information such as vessel and crude oil supply and demand trends, and changes in the extent and manner in which vessels are expected to be used, to historical information, external third-party information such as brokers' reports and other industry data as well as to internal data.
Supervisory board's responsibilities for the preparation of the consolidated financial statements
The supervisory board is responsible for the preparation of these consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium, and for such internal control as supervisory board 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 supervisory board is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the supervisory board either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Statutory auditor's responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance as to whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 ISAs 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 the users taken on the basis of these consolidated financial statements.
When performing our audit we comply with the legal, regulatory and professional requirements applicable to audits of the consolidated financial statements in Belgium. The scope of the statutory audit of the consolidated financial statements does not extend to providing assurance on the future viability of the Group nor on the efficiency or effectivity of how the supervisory board has conducted or will conduct the business of the Group.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also perform the following procedures:
- 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 error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
- Obtain an understanding of internal controls 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 supervisory board;
-
Conclude on the appropriateness of supervisory board's use of the going concern basis of accounting 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 auditors' 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 auditors' 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, including the disclosures, 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 or 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 and risk committee regarding, among 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 and risk committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Financial report 2019 95
Financial report
For the matters communicated with the audit and risk 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 auditor's report unless law or regulation precludes public disclosure about the matter.
Other legal and regulatory requirements
Responsibilities of the Supervisory board
The supervisory board is responsible for the preparation and the content of the supervisory board's annual report on the consolidated financial statements, and the other information included in the annual report.
Statutory auditor's responsibilities
In the context of our mandate and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, the supervisory board's annual report on the consolidated financial statements, and the other information included in the annual report, and to report on these matters.
Aspects concerning the supervisory board's annual report on the consolidated financial statements and other information included in the annual report
Based on specific work performed on the supervisory board's annual report on the consolidated financial statements, we are of the opinion that this report is consistent with the consolidated financial statements for the same period and has been prepared in accordance with article 3:32 of the Companies' and Associations' Code.
In the context of our audit of the consolidated financial statements, we are also responsible for considering, in particular based on the knowledge gained throughout the audit, whether the supervisory board's annual report on the consolidated financial statements and other information included in the annual report:
- Shareholder letter, Quick facts, Highlights and Special Report; and
- Activity Report
contain material misstatements, or information that is incorrectly stated or misleading. In the context of the procedures carried out, we did not identify any material misstatements that we have to report to you.
Information about the independence
- Our audit firm and our network have not performed any engagement which is incompatible with the statutory audit of the consolidated accounts and our audit firm remained independent of the Group during the term of our mandate.
- The fees for the additional engagements which are compatible with the statutory audit referred to in article 3:65 of the Companies' and Associations' Code were correctly stated and disclosed in the notes to the consolidated financial statements.
Other aspect
-
This report is consistent with our additional report to the audit committee on the basis of Article 11 of Regulation
(EU) No 537/2014.
Antwerp, April 17, 2020
KPMG Réviseurs d'Entreprises / Bedrijfsrevisoren Statutory Auditor
represented by
Patricia Leleu
Réviseur d'Entreprises / Bedrijfsrevisor
96 Financial report 2019
Verslag van de commissaris aan de algemene vergadering van Euronav NV over de geconsolideerde jaarrekening voor het boekjaar afgesloten op 31 december 2019
In het kader van de wettelijke controle van de geconsolideerde jaarrekening van Euronav NV (de "Vennootschap") en zijn dochterondernemingen (samen de "Groep"), leggen wij u ons commissarisverslag voor. Dit bevat ons verslag over de geconsolideerde jaarrekening voor het boekjaar afgesloten op 31 december 2019, alsook de overige door wet- en regelgeving gestelde eisen. Dit vormt een geheel en is ondeelbaar.
Wij werden benoemd in onze hoedanigheid van commissaris door de algemene vergadering van 11 mei 2017, overeenkomstig het voorstel van het bestuursorgaan uitgebracht op aanbeveling van het audit en risk comité. Ons mandaat loopt af op de datum van de algemene vergadering die beraadslaagt over de jaarrekening afgesloten op 31 december 2019. Wij hebben de wettelijke controle van de geconsolideerde jaarrekening van Euronav NV uitgevoerd gedurende 16 opeenvolgende boekjaren.
Verslag over de geconsolideerde jaarrekening
Oordeel zonder voorbehoud
Wij hebben de wettelijke controle uitgevoerd van de geconsolideerde jaarrekening van de Groep over het
boekjaar | afgesloten | op 31 | december 2019 opgesteld | |
in overeenstemming | met de International Financial | |||
Reporting | Standards | (IFRS) | zoals goedgekeurd door | |
de Europese Unie | en | met | de in België van toepassing |
zijnde wettelijke en reglementaire voorschriften. Deze geconsolideerde jaarrekening omvat de geconsolideerde balans op 31 december 2019, alsook de geconsolideerde winst- en verliesrekening, het geconsolideerd overzicht van gerealiseerde en niet-gerealiseerde resultaten, het geconsolideerd mutatieoverzicht van het eigen vermogen en het geconsolideerd kasstroomoverzicht over het boekjaar afgesloten op die datum evenals de toelichting bestaande uit een overzicht van de belangrijkste gehanteerde grondslagen voor financiële verslaggeving en overige informatieverschaffing. Het totaal van de geconsolideerde balans bedraagt USD'000 4.164.843 en de geconsolideerde winst- en verliesrekening sluit af met een winst van het boekjaar van USD'000 112.230.
internationale controlestandaarden (ISA's) zoals van toepassing in België. Wij hebben bovendien de door IAASB goedgekeurde internationale controlestandaarden toegepast die van toepassing zijn op de huidige afsluitdatum en nog niet goedgekeurd op nationaal niveau. Onze verantwoordelijkheden op grond van deze standaarden zijn verder beschreven in de sectie "Verantwoordelijkheden van de commissaris voor de controle van de geconsolideerde jaarrekening" van ons verslag. Wij hebben alle deontologische vereisten die relevant zijn voor de controle van de geconsolideerde jaarrekening in België nageleefd, met inbegrip van deze met betrekking tot de onafhankelijkheid.
Wij hebben van het bestuursorgaan en van de aangestelden van de Vennootschap de voor onze controle vereiste ophelderingen en inlichtingen verkregen.
Wij zijn van mening dat de door ons verkregen controle- informatie voldoende en geschikt is als basis voor ons oordeel.
Benadrukking van een bepaalde aangelegenheid - gebeurtenissen na balansdatum - COVID-19
Wij vestigen de aandacht op Toelichting 29 in de geconsolideerde jaarrekening waarin de mogelijke effecten van de COVID-19 crisis op de activiteiten en de financiële situatie van de Groep worden beschreven, evenals de maatregelen die door Groep worden genomen.
Ons oordeel is niet aangepast met betrekking tot deze aangelegenheid.
Kernpunten van de controle
Kernpunten van onze controle betreffen die aangelegenheden die naar ons professioneel oordeel het meest significant waren bij de controle van de geconsolideerde jaarrekening van de huidige verslagperiode. Deze aangelegenheden zijn behandeld in de context van onze controle van de geconsolideerde jaarrekening als geheel en bij het vormen van ons oordeel hierover, en wij verschaffen geen afzonderlijk oordeel over deze aangelegenheden.
Naar ons oordeel geeft de geconsolideerde jaarrekening een getrouw beeld van het vermogen en de financiële toestand van de Groep op 31 december 2019, alsook van zijn geconsolideerde resultaten en van zijn geconsolideerde kasstromen over het boekjaar dat op die datum is afgesloten, in overeenstemming met de International Financial Reporting Standards (IFRS) zoals goedgekeurd door de Europese Unie en met de in België van toepassing zijnde wettelijke en reglementaire voorschriften.
Basis voor het oordeel zonder voorbehoud
Wij hebben onze controle uitgevoerd volgens de
Beoordeling van indicatoren van bijzondere waardevermindering voor schepen
Zoals besproken in toelichting 8 bij de geconsolideerde jaarrekening, bedroeg de netto boekwaarde van schepen op 31 december 2019 $ 3,2 miljard, wat 78% van de totale activa van de Groep vertegenwoordigt. Schepen omvatten ruwe- olietankers, floating storage and offloading schepen (FSO's) en gebruiksrechten voor schepen. Zoals besproken in toelichting 1, evalueert de Groep op elke rapportagedatum de boekwaarde van schepen voor bijzondere waardevermindering op het niveau van de kasstroomgenererende eenheden (KGE), door gebeurtenissen of veranderingen in omstandigheden te identificeren die erop wijzen dat de boekwaarde van deze
Financial report 2019 97
Financial report
KGE's mogelijk niet realiseerbaar is. We hebben de beoordeling van indicatoren voor bijzondere waardevermindering van schepen aangemerkt als een kernpunt van onze controle. De evaluatie door de Groep van het bestaan van indicatoren van bijzondere waardevermindering houdt rekening met zowel interne als externe gegevens, zoals trends in vraag en aanbod van schepen en ruwe olie, en veranderingen in de mate en wijze waarop schepen naar verwachting zullen worden gebruikt. De beoordeling van de impact van deze indicatoren op elke KGE vereist een hoge mate van beoordelingsvermogen. Dit komt door het bestaan van niet-waarneembare informatie en de onvoorspelbaarheid van globale macro-economische en geopolitieke omstandigheden die de vrachttarieven beïnvloeden gedurende de levensduur van de KGE.
De voornaamste procedures die we hebben uitgevoerd om dit kernpunt van onze controle te behandelen, waren onder meer:
- We hebben de interne controle getest op de beoordeling van de impact van interne en externe indicatoren voor bijzondere waardevermindering, inclusief controles met betrekking tot de evaluatie van de indicatoren, zoals trends in vraag en aanbod van schepen en ruwe olie, en veranderingen in de mate en wijze waarop schepen zijn naar verwachting zal worden gebruikt; en
- We hebben de informatie en veronderstellingen geëvalueerd die de Groep gebruikt bij haar beoordeling van het bestaan van indicatoren voor bijzondere waardevermindering. Dit werd gedaan door het vergelijken van informatie zoals trends in vraag en aanbod van schepen en ruwe olie, en veranderingen in de mate en manier waarop schepen naar verwachting zullen worden gebruikt, met historische informatie, externe informatie van derden, zoals rapporten van makelaars en andere industriegegevens zowel als interne gegevens.
Verantwoordelijkheden van het bestuursorgaan voor het opstellen van de geconsolideerde jaarrekening
Het bestuursorgaan is verantwoordelijk voor het opstellen van de geconsolideerde jaarrekening die een getrouw beeld geeft in overeenstemming met de International Financial Reporting Standards (IFRS) zoals goedgekeurd door de Europese Unie en met de in België van toepassing zijnde wettelijke en reglementaire voorschriften, alsook voor de interne beheersing die het bestuursorgaan noodzakelijk acht voor het opstellen van de geconsolideerde jaarrekening die geen afwijking van materieel belang bevat die het gevolg is van fraude of van fouten.
Bij het opstellen van de geconsolideerde jaarrekening is het bestuursorgaan verantwoordelijk voor het inschatten van de mogelijkheid van de Groep om zijn continuïteit te handhaven, het toelichten, indien van toepassing, van aangelegenheden die met continuïteit verband houden en het gebruiken van de continuïteitsveronderstelling, tenzij het bestuursorgaan het voornemen heeft om de Groep te liquideren of om de bedrijfsactiviteiten te beëindigen of geen realistisch alternatief heeft dan dit te doen.
Verantwoordelijkheden van de commissaris voor de controle van de geconsolideerde jaarrekening
Onze doelstellingen zijn het verkrijgen van een redelijke mate van zekerheid over de vraag of de geconsolideerde jaarrekening als geheel geen afwijking van materieel belang bevat die het gevolg is van fraude of van fouten en het uitbrengen van een commissarisverslag waarin ons oordeel is opgenomen. Een redelijke mate van zekerheid is een hoog niveau van zekerheid, maar is geen garantie dat een controle die overeenkomstig de ISA's is uitgevoerd altijd een afwijking van materieel belang ontdekt wanneer die bestaat. Afwijkingen kunnen zich voordoen als gevolg van fraude of fouten en worden als van materieel belang beschouwd indien redelijkerwijs kan worden verwacht dat zij, individueel of gezamenlijk, de economische beslissingen genomen door gebruikers op basis van deze geconsolideerde jaarrekening, beïnvloeden.
Bij de uitvoering van onze controle leven wij het wettelijk, reglementair en normatief kader dat van toepassing is op de controle van de geconsolideerde jaarrekening in België na. Een wettelijke controle van de geconsolideerde jaarrekening biedt evenwelgeenzekerheidomtrentdetoekomstigelevensvatbaarheid van de Groep, noch omtrent de efficiëntie of de doeltreffendheid waarmee het bestuursorgaan de bedrijfsvoering van de Groep ter hand heeft genomen of zal nemen.
Als deel van een controle uitgevoerd overeenkomstig de ISA's, passen wij professionele oordeelsvorming toe en handhaven wij een professioneel-kritische instelling gedurende de controle. We voeren tevens de volgende werkzaamheden uit:
- het identificeren en inschatten van de risico's dat de geconsolideerde jaarrekening een afwijking van materieel belang bevat die het gevolg is van fraude of van fouten, het bepalen en uitvoeren van controlewerkzaamheden die op deze risico's inspelen en het verkrijgen van controle-informatie die voldoende en geschikt is als basis voor ons oordeel. Het risico van het niet detecteren van een van materieel belang zijnde afwijking is groter indien die afwijking het gevolg is van fraude dan indien zij het gevolg is van fouten, omdat bij fraude sprake kan zijn van samenspanning, valsheid in geschrifte, het opzettelijk nalaten om transacties vast te leggen, het opzettelijk verkeerd voorstellen van zaken of het doorbreken van de interne beheersing;
- het verkrijgen van inzicht in de interne beheersing die relevant is voor de controle, met als doel controlewerkzaamheden op te zetten die in de gegeven omstandigheden geschikt zijn maar die niet zijn gericht op het geven van een oordeel over de effectiviteit van de interne beheersing van de Groep;
- het evalueren van de geschiktheid van de gehanteerde grondslagen voor financiële verslaggeving en het evalueren van de redelijkheid van de door het bestuursorgaan gemaakte schattingen en van de daarop betrekking hebbende toelichtingen;
- het concluderen dat de door het bestuursorgaan gehanteerde continuïteitsveronderstelling aanvaardbaar is, en het concluderen, op basis van de verkregen controle-informatie, of er een onzekerheid van materieel belang bestaat met betrekking
98 Financial report 2019
tot gebeurtenissen of omstandigheden die significante twijfel kunnen doen ontstaan over de mogelijkheid van de Groep om zijn continuïteit te handhaven. Indien wij concluderen dat er een onzekerheid van materieel belang bestaat, zijn wij ertoe gehouden om de aandacht in ons commissarisverslag te vestigen op de daarop betrekking hebbende toelichtingen in de geconsolideerde jaarrekening, of, indien deze toelichtingen inadequaat zijn, om ons oordeel aan te passen. Onze conclusies zijn gebaseerd op de controle-informatie die verkregen is tot de datum van ons commissarisverslag. Toekomstige gebeurtenissen of omstandigheden kunnen er echter toe leiden dat de Groep zijn continuïteit niet langer kan handhaven;
- het evalueren van de algehele presentatie, structuur en inhoud van de geconsolideerde jaarrekening, en van de vraag of de geconsolideerde jaarrekening de onderliggende transacties en gebeurtenissen weergeeft op een wijze die leidt tot een getrouw beeld;
- het verkrijgen van voldoende en geschikte controle-informatie met betrekking tot de financiële informatie van de entiteiten of bedrijfsactiviteiten binnen de Groep gericht op het tot uitdrukking brengen van een oordeel over de geconsolideerde jaarrekening. Wij zijn verantwoordelijk voor de aansturing van, het toezicht op en de uitvoering van de groepscontrole. Wij blijven ongedeeld verantwoordelijk voor ons oordeel.
Wij communiceren met het audit en risk comité onder meer over de geplande reikwijdte en timing van de controle en over de significante controlebevindingen, waaronder eventuele significante tekortkomingen in de interne beheersing die wij identificeren gedurende onze controle.
Wij verschaffen aan het audit en risk comité tevens een verklaring dat wij de relevante deontologische voorschriften over onafhankelijkheid hebben nageleefd, en wij communiceren met hen over alle relaties en andere zaken die redelijkerwijs onze onafhankelijkheid kunnen beïnvloeden en, waar van toepassing, over de daarmee verband houdende maatregelen om onze onafhankelijkheid te waarborgen.
Uit de aangelegenheden die met het audit en risk comité zijn gecommuniceerd bepalen wij die zaken die het meest significant waren bij de controle van de geconsolideerde jaarrekening van de huidige verslagperiode, en die derhalve de kernpunten van onze controle uitmaken. Wij beschrijven deze aangelegenheden in ons verslag, tenzij het openbaar maken van deze aangelegenheden is verboden door wet- of regelgeving.
Overige door wet- en regelgeving gestelde eisen
Verantwoordelijkheden van het bestuursorgaan
Het bestuursorgaan is verantwoordelijk voor het opstellen en de inhoud van het jaarverslag over de geconsolideerde jaarrekening, en de andere informatie opgenomen in het jaarrapport.
Verantwoordelijkheden van de commissaris
In het kader van ons mandaat en overeenkomstig de Belgische bijkomende norm bij de in België van toepassing
zijnde internationale controlestandaarden (ISA's), is het onze verantwoordelijkheid om, in alle van materieel belang zijnde opzichten, het jaarverslag over de geconsolideerde jaarrekening, en de andere informatie opgenomen in het jaarrapport, te verifiëren, alsook verslag over deze aangelegenheden uit te brengen.
Aspecten betreffende het jaarverslag over de geconsolideerde jaarrekening en andere informatie opgenomen in het jaarrapport
Na het uitvoeren van specifieke werkzaamheden op het jaarverslag over de geconsolideerde jaarrekening, zijn wij van oordeel dat dit jaarverslag over de geconsolideerde jaarrekening overeenstemt met de geconsolideerde jaarrekening voor hetzelfde boekjaar en is opgesteld overeenkomstig het artikel 3:32 van het Wetboek van vennootschappen en verenigingen.
In de context van onze controle van de geconsolideerde jaarrekening zijn wij tevens verantwoordelijk voor het overwegen, in het bijzonder op basis van de kennis verkregen in de controle, of het jaarverslag over de geconsolideerde jaarrekening en de andere informatie opgenomen in het jaarrapport, zijnde:
- Brief aan de aandeelhouders, Hoogtepunten, Bijzonder Verslag; en
- Activiteitenverslag
een afwijking van materieel belang bevatten, hetzij informatie die onjuist vermeld is of anderszins misleidend is. In het licht van de werkzaamheden die wij hebben uitgevoerd, hebben wij geen afwijking van materieel belang te melden
Vermeldingen betreffende de onafhankelijkheid
- Ons bedrijfsrevisorenkantoor en ons netwerk hebben geen opdrachten die onverenigbaar zijn met de wettelijke controle van de geconsolideerde jaarrekening verricht en ons bedrijfsrevisorenkantoor is in de loop van ons mandaat onafhankelijk gebleven tegenover de Groep.
-
De honoraria voor de bijkomende opdrachten die verenigbaar zijn met de wettelijke controle bedoeld in artikel
3:65 van het Wetboek van vennootschappen en verenigingen werden correct vermeld en uitgesplitst in de toelichting bij de geconsolideerde jaarrekening.
Andere vermelding
- Huidig verslag is consistent met onze aanvullende verklaring aan het audit en risk comité bedoeld in artikel 11 van de verordening (EU) nr. 537/2014.
Antwerpen, 17 april 2020 KPMG Bedrijfsrevisoren Commissaris vertegenwoordigd door
Patricia Leleu
Bedrijfsrevisor
Financial report 2019 99
REGISTERED OFFICE
De Gerlachekaai 20
B-2000 Antwerp - Belgium
tel. + 32 3 247 44 11 fax + 32 3 247 44 09 e-mail admin@euronav.com website www.euronav.com
RESPONSIBLE EDITOR
Lieve Logghe
De Gerlachekaai 20
B-2000 Antwerp - Belgium
Registered within the
jurisdiction of the Commercial
Court of Antwerp -
VAT BE 0860 402 767
This report can be
downloaded on our website:
www.euronav.com
Attachments
- Original document
- Permalink
Disclaimer
Euronav NV published this content on 17 April 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2020 17:57:07 UTC