|
|
FRONTLINE PLC
(registrant)
|
||
|
|
|
||
Dated: May 1, 2023
|
|
By:
|
/s/ Inger M. Klemp
|
|
|
|
|
Name: Inger M. Klemp
|
|
|
|
|
Title: Principal Financial Officer
|
|
|
|
|
||
|
|
|
CONTENTS
|
|
BOARD OF DIRECTORS AND OTHER OFFICERS
|
3
|
STATEMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS AND OTHER RESPONSIBLE PERSONS OF THE COMPANY FOR THE FINANCIAL STATEMENTS
|
5
|
CORPORATE GOVERNANCE REPORT
|
6
|
REMUNERATION REPORT
|
14
|
MANAGEMENT REPORT
|
18
|
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
|
46
|
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
47
|
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
48
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
50
|
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
52
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
53
|
PARENT COMPANY FINANCIAL STATEMENTS AND NOTES
|
106
|
INDEPENDENT AUDITOR’S REPORT
|
124
|
Name
|
Position
|
Start date
|
End date
|
Ola Lorentzon
|
Chairman and Non-Executive Director
|
not applicable
|
not applicable
|
John Fredriksen
|
Non-Executive Director
|
not applicable
|
not applicable
|
James O’Shaughnessy
|
Non-Executive Director and Audit Committee Chairman
|
not applicable
|
not applicable
|
Ole B. Hjertaker
|
Non-Executive Director
|
May 2, 2022
|
not applicable
|
Steen Jakobsen
|
Non-Executive Director
|
May 2, 2022
|
not applicable
|
Marios Demetriades
|
Non-Executive Director and Audit Committee member
|
October 4, 2022
|
not applicable
|
Tor Svelland
|
Non-Executive Director
|
not applicable
|
May 2, 2022
|
Jens Martin Jensen
|
Non-Executive Director
|
not applicable
|
September 30, 2022
|
Lars H. Barstad
|
Chief Executive Officer of Frontline Management AS
|
not applicable
|
not applicable
|
Inger M. Klemp
|
Chief Financial Officer of Frontline Management AS
|
not applicable
|
not applicable
|
|
• |
A.2.2 - The Board of Directors is comprised of non-executive directors only who are responsible for overseeing our management led by our Chief Executive Officer. The Board of Directors
considers this to be an appropriate governance and management structure.
|
|
• |
A.4.1 - The Nomination Committee is comprised of two directors neither of which is designated as the Chairman. The designation of a Chairman is not considered necessary given the
composition of the committee.
|
|
• |
B.1 - The Company does not have a formalized policy on executive Director’s remuneration and for fixing the remuneration packages of individual Directors. The Company is in the process
of preparing a formal remuneration policy.
|
|
• |
B.3 (Disclosure): The Company’s Report on Corporate Governance should contain a statement of the remuneration policy and related criteria as well as details of the remuneration of the
Executive and Non-Executive Directors. The Company does not have a formalized policy on executive Director’s remuneration and for fixing the remuneration packages of individual Directors. The Company is in the process of preparing a
formal remuneration policy.
|
|
• |
C.3.7 - The Board has not appointed an executive as the Compliance with Code of Corporate Governance Officer as the Company is not required to comply with such a code.
|
|
• |
C.3.10 - the Company’s internal audit function does not follow the International Standards for the Professional practice of Internal Auditing, of the International Institute of
Internal Auditors. Instead, the Company’s internal audit function follows the relevant standards to support Management’s annual report on internal control over financial reporting as described in the report.
|
Name
|
Age
|
Position
|
||
Ola Lorentzon
|
73
|
Chairman and Non-Executive Director
|
||
John Fredriksen
|
78
|
Non-Executive Director
|
||
James O’Shaughnessy
|
59
|
Non-Executive Director and Audit Committee Chairman
|
||
Ole B. Hjertaker
|
56
|
Non-Executive Director
|
||
Steen Jakobsen
|
58
|
Non-Executive Director
|
||
Marios Demetriades
|
51
|
Non-Executive Director and member of the Audit Committee
|
|
i. |
Audit Committee;
|
|
ii. |
Nomination Committee;
|
|
iii. |
Remuneration Committee.
|
|
i. |
becomes bankrupt or makes any arrangement or composition with his creditors generally;
|
|
ii. |
becomes prohibited from being a Director by reason of (a) being convicted of an offence in connection with the promotion, formation or management of a company and (b) a Cyprus Court of
appropriate jurisdiction has consequently issued an injunction prohibiting such Director from taking part in the management of a company for a period not exceeding five years;
|
|
iii. |
becomes of unsound mind;
|
|
iv. |
resigns by notice in writing to the Company; or
|
|
v. |
shall for more than six months have been absent without permission of the Directors from at least three consecutive duly convened meetings of the Directors.
|
|
i. |
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
|
ii. |
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and
that our receipts and expenditures are being made only in accordance with the authorizations of Company’s management and directors; and
|
|
iii. |
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial
statements.
|
|
1. |
Amendment of the Memorandum and Articles of Association (which requires approval of at least 75% of voting shares);
|
|
2. |
Increase of share capital (which requires a simple majority when at least half of the issued share capital is represented. In any other case a majority of 2/3rds of the votes
corresponding to the issued share capital represented is required);
|
|
3. |
Reduction of share capital including the reduction of the share premium reserve account (which requires approval of at least 75% of voting shares);
|
|
4. |
Consolidation and division of all or any of the share capital into shares of a larger or smaller amount (which requires a simple majority);
|
|
5. |
Variation of the rights attached to any class of shares (which requires a simple majority when at least half of the issued share capital is represented. In any other case a majority of
2/3rds of the votes corresponding to the issued share capital represented is required);
|
|
6. |
Issue of new shares with preferred, deferred or other special rights or such restrictions whether in regard to dividend, voting, return of capital or otherwise (which requires a simple
majority);
|
|
7. |
Conditions under which redeemable preference shares are liable to be redeemed at the option of the Company or the shareholders (which requires approval of at least 75% of voting shares);
|
|
8. |
Purchase of Company’s own shares (which requires approval of at least 75% of the voting shares);
|
|
9. |
Cross Border Merger whether the Company is the surviving or absorbed entity (which requires approval of at least 75% of voting shares);
|
|
10. |
Approval of a plan or contract involving the transfer/sale of shares or any class of shares (which requires approval by the holders of shares not less than 9/10ths of the value of the
shares to be transferred);
|
|
11. |
Removal of Directors (which requires a simple majority).
|
Owner
|
Number of shares
|
%*
|
||
Hemen Holding Ltd.**
|
79,145,703
|
35.6%
|
Name
|
Position
|
Start date
|
End date
|
Ola Lorentzon
|
Chairman and Non-Executive Director
|
not applicable
|
not applicable
|
John Fredriksen
|
Non-Executive Director
|
not applicable
|
not applicable
|
James O’Shaughnessy
|
Non-Executive Director and Audit Committee Chairman
|
not applicable
|
not applicable
|
Ole B. Hjertaker
|
Non-Executive Director
|
May 2, 2022
|
not applicable
|
Steen Jakobsen
|
Non-Executive Director
|
May 2, 2022
|
not applicable
|
Marios Demetriades
|
Non-Executive Director and Audit Committee member
|
October 4, 2022
|
not applicable
|
Tor Svelland
|
Non-Executive Director
|
not applicable
|
May 2, 2022
|
Jens Martin Jensen
|
Non-Executive Director
|
not applicable
|
September 30, 2022
|
Lars H. Barstad
|
Chief Executive Officer of Frontline Management AS
|
not applicable
|
not applicable
|
Table 1 – Total remuneration of the Directors & CEO
|
|||||||||
Fixed
|
Variable
|
Pension expense
|
Total
|
Proportion fixed
|
Proportion variable
|
||||
(in thousands of $)
|
Base salary
|
Fees
|
Other benefits
|
One-
year variable
|
Multi- year variable
|
||||
Ola Lorentzon
|
—
|
150
|
—
|
238
|
—
|
—
|
388
|
39%
|
61%
|
John Fredriksen
|
—
|
60
|
—
|
119
|
—
|
—
|
179
|
34%
|
66%
|
James O’Shaughnessy
|
—
|
85
|
—
|
119
|
—
|
—
|
204
|
42%
|
58%
|
Ole B. Hjertaker
|
—
|
40
|
—
|
—
|
—
|
—
|
40
|
100%
|
—%
|
Steen Jakobsen
|
—
|
40
|
—
|
—
|
—
|
—
|
40
|
100%
|
—%
|
Marios Demetriades
|
—
|
15
|
—
|
—
|
—
|
—
|
15
|
100%
|
—%
|
Tor Svelland
|
—
|
41
|
—
|
—
|
—
|
—
|
41
|
100%
|
—%
|
Jens Martin Jensen
|
—
|
34
|
—
|
—
|
—
|
—
|
34
|
100%
|
—%
|
Lars H. Barstad
|
376
|
—
|
—
|
820
|
—
|
22
|
1,218
|
33%
|
67%
|
Total
|
376
|
465
|
—
|
1,296
|
—
|
22
|
2,159
|
40%
|
60%
|
|
• |
annual bonuses which have been paid or accrued during the reported financial year. Such bonuses are at the discretion of the Board.
|
|
• |
the fair value of the synthetic options, as calculated based on the difference between the exercise price and market price of the underlying shares on the vesting date, which as a result
of the fulfilment of predetermined performance criteria where the time span of the relevant performance criteria did not exceed one year, were granted or offered in previous years but that vested during the reported financial year. No
options were exercised in the year.
|
Opening balance
|
Closing balance
|
||||
Name
|
Vesting date
|
Options held at
the beginning of the year
|
Options vested
|
Options lapsed
|
Options awarded and unvested
|
Ola Lorentzon
|
07/12/2022
|
44,000
|
(44,000)
|
—
|
—
|
Ola Lorentzon
|
07/12/2023
|
44,000
|
—
|
—
|
44,000
|
Ola Lorentzon
|
07/12/2024
|
72,000
|
—
|
—
|
72,000
|
John Fredriksen
|
07/12/2022
|
22,000
|
(22,000)
|
—
|
—
|
John Fredriksen
|
07/12/2023
|
22,000
|
—
|
—
|
22,000
|
John Fredriksen
|
07/12/2024
|
36,000
|
—
|
—
|
36,000
|
James O’Shaughnessy
|
07/12/2022
|
22,000
|
(22,000)
|
—
|
—
|
James O’Shaughnessy
|
07/12/2023
|
22,000
|
—
|
—
|
22,000
|
James O’Shaughnessy
|
07/12/2024
|
36,000
|
—
|
—
|
36,000
|
Tor Svelland
|
07/12/2022
|
22,000
|
(22,000)
|
—
|
|
Tor Svelland
|
07/12/2023
|
22,000
|
(22,000)
|
—
|
|
Tor Svelland
|
07/12/2024
|
36,000
|
(36,000)
|
—
|
|
Lars H. Barstad
|
07/12/2022
|
110,000
|
(110,000)
|
—
|
—
|
Lars H. Barstad
|
07/12/2023
|
110,000
|
—
|
—
|
110,000
|
Lars H. Barstad
|
07/12/2024
|
180,000
|
—
|
—
|
180,000
|
Total
|
800,000
|
(198,000)
|
(80,000)
|
522,000
|
(in thousands of $)
|
2022
vs 2021
|
2021
vs 2020
|
2020
vs 2019
|
2019
vs 2018
|
2018
vs 2017
|
Change in remuneration
|
|||||
Non-executives
|
|
||||
Ola Lorentzon
|
36
|
54
|
—
|
—
|
—
|
John Fredriksen
|
(36)
|
(54)
|
—
|
—
|
—
|
James O’Shaughnessy
|
(34)
|
49
|
—
|
51
|
19
|
Ole B. Hjertaker
|
40
|
—
|
—
|
—
|
—
|
Steen Jakobsen
|
40
|
—
|
—
|
—
|
—
|
Marios Demetriades
|
15
|
—
|
—
|
—
|
—
|
Tor Svelland
|
(19)
|
40
|
20
|
—
|
—
|
Jens Martin Jensen
|
34
|
—
|
—
|
—
|
—
|
Other non-executives
|
—
|
(47)
|
(23)
|
—
|
—
|
|
|||||
|
|||||
Executives
|
|
||||
Lars H. Barstad
|
264
|
295
|
64
|
—
|
—
|
Other executives
|
—
|
(963)
|
(49)
|
22
|
14
|
|
|||||
Total
|
340
|
(626)
|
12
|
73
|
33
|
|
|||||
Change in Company performance
|
|
||||
Change in profit or loss for the period
|
490,498
|
(427,836)
|
272,903
|
148,852
|
255,981
|
|
(i) |
66 vessels owned by the Company (21 VLCCs, 27 Suezmax tankers, 18 LR2/Aframax tankers);
|
|
(ii) |
four vessels that are under the Company’s commercial management (two Suezmax tankers, and two Aframax tankers).
|
|
• |
emphasizing operational safety and quality maintenance for all of our vessels and crews;
|
|
• |
ensuring that the work environment on board and ashore always meet the highest standards complying with all safety and health regulations, labor conditions and respecting human rights;
|
|
• |
complying with all current and proposed environmental regulations;
|
|
• |
outsourcing technical management and crewing;
|
|
• |
continuing to achieve competitive operational costs;
|
|
• |
achieving high utilization of our vessels;
|
|
• |
achieving competitive financing arrangements;
|
|
• |
achieving a satisfactory mix of term charters, contracts of affreightment, or COAs, and spot voyages; and
|
|
• |
developing and maintaining relationships with major oil companies and industrial charterers.
|
Vessel
|
Built
|
Approximate Dwt.
|
Flag
|
Type of Employment(1)
|
||||
Tonnage Owned
|
|
|
|
|
||||
VLCCs
|
||||||||
Front Kathrine
|
2009
|
298,000
|
MI
|
Spot market
|
||||
Front Queen
|
2009
|
298,000
|
MI
|
Spot market
|
||||
Front Eminence (2)
|
2009
|
321,000
|
MI
|
Spot market
|
Front Endurance
|
2009
|
321,000
|
MI
|
Spot market
|
||||
Front Cecilie
|
2010
|
297,000
|
MI
|
Spot market
|
||||
Front Signe
|
2010
|
297,000
|
MI
|
Spot market
|
||||
Front Duke
|
2016
|
299,000
|
MI
|
Spot market
|
||||
Front Duchess
|
2017
|
299,000
|
MI
|
Spot market
|
||||
Front Earl
|
2017
|
303,000
|
MI
|
Spot market
|
||||
Front Prince
|
2017
|
301,000
|
MI
|
Spot market
|
||||
Front Empire
|
2018
|
303,000
|
MI
|
Spot market
|
||||
Front Princess
|
2018
|
302,000
|
MI
|
Spot market
|
||||
Front Defender
|
2019
|
299,000
|
MI
|
Spot market
|
||||
Front Discovery
|
2019
|
299,000
|
MI
|
Spot market
|
||||
Front Dynamic
|
2020
|
299,000
|
MI
|
Spot market
|
||||
Front Driva
|
2019
|
319,000
|
MI
|
Spot market
|
||||
Front Nausta
|
2019
|
319,000
|
MI
|
Spot market
|
||||
Front Alta
|
2022
|
300000
|
MI
|
Spot market
|
||||
Front Tweed
|
2022
|
300000
|
MLT
|
Spot market
|
||||
Front Tana
|
2022
|
300000
|
MI
|
Spot market
|
||||
Front Gaula
|
2022
|
300000
|
MI
|
Spot market
|
||||
Suezmax Tankers
|
|
|
|
|
||||
Front Ull
|
2014
|
157,000
|
MI
|
Spot market
|
||||
Front Idun
|
2015
|
157,000
|
MI
|
Spot market
|
||||
Front Thor
|
2010
|
157,000
|
MI
|
Spot market
|
||||
Front Loki
|
2010
|
157,000
|
MI
|
Spot market
|
||||
Front Odin
|
2010
|
157,000
|
MI
|
Spot market
|
||||
Front Njord
|
2010
|
157,000
|
MI
|
Spot market
|
||||
Front Balder (2)
|
2009
|
156,000
|
MI
|
Spot market
|
||||
Front Brage
|
2011
|
157,000
|
MI
|
Spot market
|
||||
Front Crown
|
2016
|
157,000
|
MI
|
Spot market
|
||||
Front Challenger
|
2016
|
157,000
|
MI
|
Spot market
|
||||
Front Classic
|
2017
|
157,000
|
MI
|
Spot market
|
||||
Front Clipper
|
2017
|
157,000
|
MI
|
Spot market
|
||||
Front Crystal
|
2017
|
157,000
|
MI
|
Spot market
|
||||
Front Coral
|
2017
|
158,000
|
MI
|
Spot market
|
||||
Front Cosmos
|
2017
|
158,000
|
MI
|
Spot market
|
||||
Front Cascade
|
2017
|
157,000
|
MI
|
Spot market
|
||||
Front Sparta
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Samara
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Siena
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Singapore
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Seoul
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Santiago
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Savannah
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Suez
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Shanghai
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Silkeborg
|
2019
|
157,000
|
HK
|
Spot market
|
||||
Front Cruiser
|
2020
|
157,000
|
MI
|
Spot market
|
LR2/Aframax Tankers
|
|
|
|
|
||||
Front Ocelot
|
2016
|
110,000
|
MI
|
Spot market
|
||||
Front Cheetah
|
2016
|
110,000
|
MI
|
Spot market
|
||||
Front Lynx
|
2016
|
110,000
|
MI
|
Spot market
|
||||
Front Cougar
|
2016
|
110,000
|
MI
|
Spot market
|
||||
Front Leopard
|
2016
|
110,000
|
MI
|
Spot market
|
||||
Front Jaguar
|
2016
|
110,000
|
MI
|
Spot market
|
||||
Front Altair
|
2016
|
110,000
|
MI
|
Spot market
|
||||
Front Antares
|
2017
|
110,000
|
MI
|
Spot market
|
||||
Front Vega
|
2017
|
110,000
|
MI
|
Spot market
|
||||
Front Sirius
|
2017
|
110,000
|
MI
|
Spot market
|
||||
Front Castor
|
2017
|
110,000
|
MI
|
Spot market
|
||||
Front Pollux
|
2017
|
110,000
|
MI
|
Spot market
|
||||
Front Capella
|
2017
|
110,000
|
MI
|
Spot market
|
||||
Front Polaris
|
2018
|
110,000
|
MI
|
Spot market
|
||||
Front Fusion
|
2021
|
110,000
|
MI
|
Spot market
|
||||
Front Future
|
2021
|
110,000
|
MI
|
Spot market
|
||||
Front Favour (3)
|
2021
|
110,000
|
MI
|
Time charter
|
||||
Front Feature (4)
|
2021
|
110,000
|
MI
|
Time charter
|
||||
|
1. |
Time Charter includes those contracts with durations in excess of six months.
|
|
2. |
In January 2023, the Company sold the 2009-built VLCC, Front Eminence, and the 2009-built Suezmax tanker, Front
Balder.
|
|
(i) |
66 vessels owned by the Company (21 VLCCs, 27 Suezmax tankers, 18 LR2/Aframax tankers); and
|
|
(ii) |
four vessels that are under the Company’s commercial management (two Suezmax tankers, and two Aframax tankers).
|
|
2022
|
2021
|
||
VLCCs
|
||||
At start of period
|
19
|
19
|
||
Other acquisitions/newbuilding deliveries
|
4
|
2
|
||
Disposal/lease termination
|
(2)
|
—
|
||
Redelivered
|
—
|
(2)
|
||
At end of period
|
21
|
19
|
||
Suezmax tankers
|
||||
At start and end of period
|
27
|
27
|
||
LR2/Aframax tankers
|
||||
At start of period
|
20
|
18
|
||
Other acquisitions/newbuilding deliveries
|
—
|
4
|
||
Disposal/lease termination
|
(2)
|
(2)
|
||
At end of period
|
18
|
20
|
||
Total
|
||||
At start of period
|
66
|
64
|
||
Other acquisitions/newbuilding deliveries
|
4
|
6
|
||
Disposal/lease termination
|
(4)
|
(2)
|
||
Chartered-in/ redelivered
|
—
|
(2)
|
||
At end of period
|
66
|
66
|
|
1. |
The table above excludes vessels commercially managed on behalf of third parties and related parties.
|
|
As of December 31,
|
||||||
|
2022
|
2021
|
|||||
|
Number of
vessels
|
Percentage
of fleet
|
Number of
vessels
|
Percentage
of fleet
|
|||
VLCCs
|
|
|
|||||
Spot
|
21
|
100%
|
19
|
100%
|
|||
Time charter
|
—
|
—%
|
—
|
—%
|
|||
21
|
100%
|
19
|
100%
|
||||
Suezmax tankers
|
|||||||
Spot
|
27
|
100%
|
22
|
81%
|
|||
Time charter
|
—
|
—%
|
5
|
19%
|
|||
Market related time charter
|
—
|
—%
|
—
|
—%
|
|||
27
|
100%
|
27
|
100%
|
||||
LR2/Aframax tankers
|
|
||||||
Spot
|
16
|
89%
|
20
|
100%
|
|||
Time charter
|
2
|
11%
|
—
|
—%
|
|||
18
|
100%
|
20
|
100%
|
||||
Total fleet
|
|||||||
Spot
|
64
|
970%
|
61
|
92%
|
|||
Market related time charter
|
—
|
—%
|
—
|
—%
|
|||
Time charter
|
2
|
3%
|
5
|
8%
|
|||
66
|
100%
|
66
|
100%
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Voyage charter revenues
|
1,345,964
|
663,995
|
681,969
|
102.7
|
||||
Time charter revenues
|
71,791
|
71,236
|
555
|
0.8
|
||||
Administrative income
|
12,453
|
14,150
|
(1,697)
|
(12.0)
|
||||
Total operating revenues
|
1,430,208
|
749,381
|
680,827
|
90.9
|
||||
Other income
|
8,040
|
4,060
|
3,980
|
98.0
|
||||
Voyage expenses and commissions
|
605,544
|
392,697
|
212,847
|
54.2
|
|
• |
an increase of $513.0 million due to increased market rates,
|
|
• |
an increase of $107.6 million due to the delivery of five Suezmax tankers, four LR2/Aframax tankers and one VLCC on to voyage charters as a result of the time charters coming to an end
between January 2021 and December 2022,
|
|
• |
an increase of $92.9 million due to the delivery of four LR2/Aframax tanker newbuildings and four VLCC newbuildings since January 1, 2021, and
|
|
• |
an increase of $39.9 million due to the delivery of two 2019-built VLCCs.
|
|
• |
a decrease of $43.8 million due to the sale of four LR2/Aframax tankers, and
|
|
• |
a decrease of $27.6 million due to the termination of leases for four VLCCs since January 2020.
|
|
• |
an increase of $26.3 million due to the delivery of eight vessels, including three newbuildings, on to long-term and short-term time charters in 2022.
|
|
• |
a decrease of $25.0 million due to the termination of long-term and short-term time charters on 10 vessels between January 2021 and December 2022.
|
|
• |
an increase of $140.2 million due to increased bunker costs,
|
|
• |
an increase of $34.8 million due to the delivery of five Suezmax tankers, four LR2/Aframax tankers and one VLCC on to voyage charters as a result of the time charters coming to an end
between January 2021 and December 2022,
|
|
• |
an increase of $32.4 million due to the delivery of four LR2/Aframax tanker newbuildings and four VLCC newbuildings since January 1, 2021,
|
|
• |
an increase of $25.1 million due to increased commissions and port costs, and
|
|
• |
an increase of $19.9 million due to the delivery of two 2019-built VLCCs.
|
|
• |
a decrease of $25.1 million due to the sale of four LR2/Aframax tankers, and
|
|
• |
a decrease of $14.6 million due to the termination of the lease for two VLCCs in January 2021 and two VLCCs in January 2022.
|
|
• |
a decrease in administrative related and miscellaneous recharges of $2.9 million as a result of the launch of a shared services entity in October 2021, and
|
|
• |
a decrease in technical management fees earned of $0.5 million.
|
|
• |
an increase in newbuilding supervision fees of $0.9 million as a result of an increase in the number of newbuildings under management, and
|
|
• |
an increase in commercial management fees of $0.8 million as a result of new commercial management agreements since January 1, 2021.
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Gain on settlement of claims
|
3,998
|
—
|
3,998
|
—
|
||||
Gain on sale of vessel
|
4,596
|
3,226
|
1,370
|
42.5
|
||||
Loss on termination of vessel lease
|
(431)
|
—
|
(431)
|
—
|
||||
Gain (loss) on pool arrangements
|
(141)
|
315
|
(456)
|
(144.8)
|
||||
Other gains
|
18
|
519
|
(501)
|
(96.5)
|
||||
8,040
|
4,060
|
3,980
|
98.0
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Contingent rental income
|
(623)
|
(3,606)
|
2,983
|
(82.7)
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Ship operating expenses
|
175,164
|
164,246
|
10,918
|
6.6
|
|
• |
an increase of $14.2 million due to the delivery of four LR2/Aframax tanker newbuildings, four VLCC newbuilding and the delivery of two 2019-built VLCCs since January 1, 2021,
|
|
• |
an increase of $9.7 million due to higher running costs, partially counterbalanced by a decrease of $1.1 million in crew related costs related to COVID-19, and
|
|
• |
an increase of $4.2 million due to additional repairs.
|
|
• |
a decrease of $10.2 million due to the sale of four LR2/Aframax tankers, and
|
|
• |
a decrease of $5.9 million due to the termination of the lease for four VLCCs since January 2021.
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Administrative expenses
|
47,374
|
26,424
|
20,950
|
79.3
|
|
• |
a $10.1 million increase in legal and professional fees in connection with proposed combination with Euronav, and
|
|
• |
an $8.0 million increase staff costs primarily due to the increase in variable remuneration, including an increase in expenses resulting from the revaluation of the synthetic option
liability.
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Depreciation
|
165,170
|
165,205
|
(35)
|
—
|
|
• |
an increase of $14.7 million due to the delivery of four LR2/Aframax tanker newbuildings, four VLCC newbuilding and the delivery of two 2019-built VLCCs since January 1, 2021,
|
|
• |
an increase of $0.8 million primarily due to EGCS and BWTS additions, and
|
|
• |
an increase of $0.3 million in depreciation of capitalized dry dock costs.
|
|
• |
a decrease of $6.3 million due to the sale of four LR2/Aframax tankers, and
|
|
• |
a decrease of $8.9 million due to the termination of the lease for four VLCCs since January 2021, and
|
|
• |
a decrease of $0.5 million in relation to office lease right-of-use assets.
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Interest income
|
1,463
|
119
|
1,344
|
1,129.4
|
||||
Foreign currency exchange gain
|
16
|
—
|
16
|
—
|
||||
Other financial income
|
—
|
2
|
(2)
|
(100.0)
|
||||
1,479
|
121
|
1,358
|
1,122.3
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Interest expense
|
98,712
|
61,506
|
37,206
|
60.5
|
||||
Foreign exchange gain loss
|
—
|
116
|
(116)
|
(100.0)
|
||||
Gain on interest rate swaps
|
(53,623)
|
(17,509)
|
(36,114)
|
206.3
|
||||
Other financial expenses
|
241
|
131
|
110
|
84.0
|
||||
45,330
|
44,244
|
1,086
|
2.5
|
|
• |
an increase of $32.2 million related to the increase in benchmark interest rates on the Company’s floating rate debt,
|
|
• |
an increase of $5.7 million as a result of the additional drawdowns on the senior unsecured facility with an affiliate of Hemen since January 1, 2021,
|
|
• |
an increase of $5.5 million due to additional borrowings relating to the delivery of four newbuildings in 2022, and
|
|
• |
an increase of $0.3 million in amortization of debt issuance costs.
|
|
• |
a decrease of $4.8 million due to termination of the lease for two VLCC vessels and a sale of two LR2 tankers in 2022,
|
|
• |
a decrease of $1.6 million as a result of higher capitalized borrowing costs in relation to the newbuilding program, and
|
|
• |
the increase of gain on interest rate swaps to $53.6 million in 2022 from $17.5 million in 2021, respectively.
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Gain on marketable securities
|
58,359
|
7,677
|
50,682
|
660.2
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Share of results of associated company
|
14,243
|
(724)
|
14,967
|
(2,067.3)
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Dividends received
|
1,579
|
18,367
|
(16,788)
|
(91.4)
|
|
|
Change
|
||||||
(in thousands of $)
|
2022
|
2021
|
$
|
%
|
||||
Income tax benefit (expense)
|
(412)
|
(4,633)
|
4,221
|
(91.1)
|
(in thousands of $)
|
2022
|
2021
|
||
Net cash provided by operating activities
|
385,330
|
85,261
|
||
Net cash used in investing activities
|
(257,320)
|
(374,419)
|
||
Net cash provided by financing activities
|
13,442
|
227,510
|
||
Net change in cash and cash equivalents
|
141,452
|
(61,648)
|
||
Cash and cash equivalents at beginning of year
|
113,073
|
174,721
|
||
Cash and cash equivalents at end of year
|
254,525
|
113,073
|
|
i. |
Our reliance on the spot market contributes to fluctuations in cash flows from operating activities as a result of its exposure to highly cyclical tanker rates. Any increase or decrease
in the average TCE rates earned by our vessels will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities. TCE represents operating revenues less other income and voyage
expenses. TCE is therefore impacted by both movements in operating revenues, as determined by market freight rates, and voyage expenses, which are primarily comprised of bunker expenses, port charges and canal tolls. In 2022, average
market quoted TCE rates increased for VLCCs, Suezmax tankers and LR2 product tankers as compared to 2021, see “Item 5. Operating Financial Review and Prospects - A. Operating Results” The net increase in average quoted market rates led
to a $510.8 million increase in cash provided by operating activities for the year ended December 31, 2022, due to higher operating revenues. The increase in rates was offset by the increase in bunker prices and port costs, also a
component of TCE, and ship operating expenses in 2022 compared to 2021, which resulted in a $174.1 million decrease in cash provided by operating activities.
|
|
ii. |
Detailed information on the size and composition of our fleet, along with whether our vessels were operated under time charters or voyage charters, including changes between the periods
presented, is disclosed in “Item 5. Operating
|
|
iii. |
The net increase in vessels trading under voyage charters in 2022 as compared to 2021 resulted in a $66.2 million increase in cash provided by operating activities, as the previous time
charters were at lower rates than the prevailing spot market on the date of redelivery.
|
|
iv. |
Changes in operating assets and liabilities resulted in a decrease in cash provided by operating activities of $111.5 million. The movement in working capital balances are impacted by
the timing of voyages, and also by the timing of fueling and consumption of fuel on board our vessels. Revenues for vessels that operate under time charters are typically billed in advance, whereas revenues under voyage charters are
typically billed upon completion of a voyage. In 2021, the hire rates increased in the fourth quarter. In 2022, the rates continued rising, increasing significantly in the fourth quarter reaching an all-time high for LR2 tankers. This
movement resulted in a net decrease in cash generated from settlements of trade receivables. In addition, increased bunker prices caused a corresponding increase in inventories held, which adversely impacted cash provided by operating
activities. The aforementioned were offset by the high volume of accrued operating expenses settled in 2021, in comparison to those settled in 2022, resulting in an increase in cash provided by operating activities.
|
|
• |
a $22.4 million increase in interest expense and debt issuance costs primarily as a result of additional drawdowns on the Company’s fixed and floating rate facilities,
|
|
• |
a net decrease of $15.1 million in cash provided by operating activities due to the decrease in administrative expenses and administrative income,
|
|
• |
the receipt of a dividend distribution from DNK of $13.4 million, after withholding tax of $4.5 million in 2021, and
|
|
• |
a $4.2 million increase in non-capitalized costs relating to upgrades.
|
|
• |
additions to newbuildings, vessels and equipment of $335.8 million, consisting of $303.0 million in respect of the four newbuildings delivered in the period and the installments paid for
the two remaining newbuilding contracts, $15.0 million paid for various vessel upgrades and $17.9 million capitalized dry docking costs, and
|
|
• |
$1.5 million in relation to additional investment in associated companies.
|
|
• |
$80.0 million proceeds from the sale of two LR2 tankers,
|
|
• |
additions to newbuildings, vessels and equipment of $473.8 million, consisting of $276.3 million in respect of the four newbuildings delivered in the period and the installments paid for
the six remaining newbuilding contracts, $180.9 million paid for the acquisition of two 2019-built VLCCs, $11.5 million capitalized dry docking costs and $5.2 million paid for various vessel upgrades, and
|
|
• |
$0.4 million in relation to the purchase of marketable securities.
|
|
• |
$80.0 million proceeds from the sale of two LR2 tankers,
|
|
• |
$14.1 million proceeds from the sale of marketable securities, and
|
|
• |
a $5.6 million settlement in relation to the sale of Seateam Management in October 2020.
|
|
• |
debt drawdowns of $651.2 million
|
|
• |
debt repayments of $597.8 million,
|
|
• |
cash dividends of $33.4 million paid, and
|
|
• |
lease repayments of $6.6 million.
|
|
• |
debt drawdowns of $403.9 million, and
|
|
• |
the issuance of 5,838,658 new ordinary shares as part of the Company’s ATM program and options exercise which generated net proceeds of $52.4 million.
|
|
• |
debt repayments of $219.5 million, and
|
|
• |
lease repayments of $9.3 million.
|
|
• |
the supply of and demand for oil and oil products;
|
|
• |
the supply of and demand for alternative energy sources
|
|
• |
global and regional economic and political conditions, including developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural
production;
|
|
• |
national policies regarding strategic oil inventories (including if strategic reserves are set at a lower level in the future as oil decreases in the energy mix);
|
|
• |
regional availability of refining capacity and inventories compared to geographies of oil production regions;
|
|
• |
changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are transported by sea;
|
|
• |
increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the
conversion of existing non-oil pipelines to oil pipelines in those markets;
|
|
• |
currency exchange rates, most importantly versus USD;
|
|
• |
weather, acts of God and natural disasters;
|
|
• |
competition from alternative sources of energy and from other shipping companies and other modes of transport;
|
|
• |
international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the ongoing conflict between Russia and
Ukraine;
|
|
• |
legal and regulatory changes including regulations adopted by supranational authorities and/or industry bodies, such as safety and environmental regulations and requirements by major oil
companies; and
|
|
• |
diseases and viruses, affecting livestock and humans, including pandemics, such as the COVID-19 outbreak.
|
|
• |
current and expected purchase orders for tankers;
|
|
• |
the number and size of newbuilding orders and deliveries, as may be impacted by the availability of financing for new vessels and shipping activity;
|
|
• |
the number of shipyards and ability of shipyards to deliver vessels;
|
|
• |
any potential delays in the delivery of newbuilding vessels and/or cancellations of newbuilding orders;
|
|
• |
availability of financing for new vessels and shipping activity;
|
|
• |
the degree of recycling of older vessels, depending, amongst other things, on recycling rates and international recycling regulations;
|
|
• |
the number of vessel casualties;
|
|
• |
technological advances in tanker design and capacity;
|
|
• |
tanker freight rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of tankers;
|
|
• |
port and canal congestion;
|
|
• |
slow-steaming of vessels;
|
|
• |
the price of steel and vessel equipment;
|
|
• |
the number of conversions of tankers to other uses or conversions of other vessels to tankers;
|
|
• |
the number of tankers that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire;
|
|
• |
business disruptions, including supply chain disruptions and congestion, due to natural or other disasters or otherwise, such as the ongoing COVID-19 pandemic, and any lockdown measures
imposed by governments in regions whose economic conditions have a direct correlation demand for tanker products, including China;
|
|
• |
changes in government and industry environmental and other regulations that may limit the useful lives of tankers;
|
|
• |
changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage.
|
|
• |
environmental concerns and uncertainty around new regulations in relation to, amongst others, new technologies which may delay the ordering of new vessels; and
|
|
• |
government subsidies of shipbuilding;
|
|
• |
loss of life or harm to seafarers;
|
|
• |
a marine accident or disaster;
|
|
• |
environmental accidents and pollution;
|
|
• |
cargo and property losses or damage; and
|
|
• |
business interruptions caused by mechanical failure, human error, war, terrorism, piracy, political action in various countries, labor strikes, or adverse weather conditions.
|
Shares outstanding at December 31, 2019
|
196,894,321
|
Number of ordinary shares issued in connection with our share option scheme
|
798,000
|
Shares outstanding at December 31, 2020
|
197,692,321
|
Number of ordinary shares issued in connection with the ATM Program
|
5,499,658
|
Number of ordinary shares issued in connection with our share option scheme
|
339,000
|
Shares outstanding at December 31, 2021
|
203,530,979
|
Number of ordinary shares issued in connection with share exchange transaction
|
19,091,910
|
Shares outstanding at December 31, 2022
|
222,622,889
|
Director or Officer
|
Ordinary
shares
of $1.00 each
|
Options to
acquire ordinary shares
which have vested
|
Percentage of
ordinary shares
outstanding
|
||
Ola Lorentzon
|
24,000
|
—
|
Less than 1%
|
||
John Fredriksen
|
198,000
|
—
|
Less than 1%
|
||
James O’Shaughnessy
|
—
|
—
|
—
|
||
Ole B. Hjertaker
|
—
|
—
|
—
|
||
Steen Jakobsen
|
—
|
—
|
—
|
||
Marios Demetriades
|
—
|
—
|
—
|
||
Lars H. Barstad
|
—
|
—
|
—
|
||
Inger M. Klemp
|
300,000
|
—
|
Less than 1%
|
|
Note
|
2022
|
2021
|
|||
Operating revenues and other income
|
|
|
||||
Revenues
|
5
|
1,430,208
|
749,381
|
|||
Other income
|
5
|
8,040
|
4,060
|
|||
Total operating revenues and other income
|
1,438,248
|
753,441
|
||||
Operating expenses
|
|
|
||||
Voyage expenses and commission
|
6
|
605,544
|
392,697
|
|||
Ship operating expenses
|
6
|
175,164
|
164,246
|
|||
Administrative expenses
|
6
|
47,374
|
26,424
|
|||
Depreciation
|
13, 14
|
165,170
|
165,205
|
|||
Contingent rental income
|
23
|
(623)
|
(3,606)
|
|||
Total operating expenses
|
992,629
|
744,966
|
||||
Net operating income
|
445,619
|
8,475
|
||||
Other income (expenses)
|
|
|
||||
Finance income
|
7
|
1,479
|
121
|
|||
Finance expense
|
7
|
(45,330)
|
(44,244)
|
|||
Gain on marketable securities
|
10
|
58,359
|
7,677
|
|||
Share of results of associated company
|
16
|
14,243
|
(724)
|
|||
Dividends received
|
1,579
|
18,367
|
||||
Net other expenses
|
30,330
|
(18,803)
|
||||
Profit (loss) before income taxes
|
475,949
|
(10,328)
|
||||
Income tax expense
|
8
|
(412)
|
(4,633)
|
|||
Profit (loss) for the period
|
475,537
|
(14,961)
|
||||
|
||||||
Profit (loss) attributable to the shareholders of the Company
|
475,537
|
(14,961)
|
||||
Basic earnings (loss) per share attributable to shareholders of the Company
|
9
|
$2.22
|
$(0.08)
|
|||
Diluted earnings (loss) per share attributable to shareholders of the Company
|
9
|
$2.22
|
$(0.08)
|
|
Note
|
2022
|
2021
|
|||
Comprehensive income (loss)
|
|
|
||||
Profit (loss) for the period
|
475,537
|
(14,961)
|
||||
Items that may be reclassified to profit or loss:
|
||||||
Foreign currency translation gain
|
226
|
28
|
||||
Other comprehensive income (loss)
|
226
|
28
|
||||
Comprehensive income (loss)
|
475,763
|
(14,933)
|
||||
Comprehensive income (loss) attributable to the shareholders of the Company
|
475,763
|
(14,933)
|
|
Note
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
||||
ASSETS
|
|
|
||||||
Current Assets
|
|
|
||||||
Cash and cash equivalents
|
254,525
|
113,073
|
174,721
|
|||||
Restricted cash
|
20
|
—
|
—
|
14,928
|
||||
Marketable securities
|
10
|
236,281
|
2,435
|
8,474
|
||||
Trade and other receivables
|
11
|
139,467
|
73,532
|
63,924
|
||||
Related party receivables
|
23
|
13,485
|
11,676
|
13,255
|
||||
Inventories
|
6
|
107,114
|
80,787
|
57,858
|
||||
Voyages in progress
|
5
|
110,638
|
38,492
|
34,705
|
||||
Prepaid expenses and accrued income
|
14,255
|
8,899
|
7,725
|
|||||
Other current assets
|
5
|
5,285
|
3,851
|
2,729
|
||||
Total current assets
|
881,050
|
332,745
|
378,319
|
|||||
Non-current assets
|
|
|||||||
Newbuildings
|
12
|
47,991
|
130,633
|
48,498
|
||||
Vessels and equipment
|
13
|
3,650,652
|
3,467,300
|
3,300,456
|
||||
Right-of-use assets
|
14
|
3,108
|
48,794
|
61,944
|
||||
Goodwill
|
15
|
112,452
|
112,452
|
112,452
|
||||
Derivative instruments receivable
|
20
|
53,993
|
9,675
|
—
|
||||
Investment in associated companies
|
16
|
16,302
|
555
|
1,279
|
||||
Loan notes receivable
|
23, 26
|
1,388
|
1,388
|
1,388
|
||||
Other non-current assets
|
1,507
|
3,055
|
7,197
|
|||||
Total assets
|
4,768,443
|
4,106,597
|
3,911,533
|
|||||
LIABILITIES AND EQUITY
|
|
|
|
|||||
Current liabilities
|
|
|
|
|||||
Short-term debt and current portion of long-term debt
|
18
|
277,854
|
198,665
|
234,887
|
||||
Current portion of obligations under leases
|
19
|
1,024
|
8,723
|
12,358
|
||||
Related party payables
|
23
|
31,248
|
36,250
|
19,853
|
||||
Trade and other payables
|
17
|
81,533
|
43,364
|
55,002
|
||||
Total current liabilities
|
391,659
|
287,002
|
322,100
|
|||||
Non-current liabilities
|
|
|
|
|||||
Long-term debt
|
18
|
2,112,460
|
2,126,910
|
1,908,924
|
||||
Obligations under leases
|
19
|
2,372
|
43,979
|
52,644
|
||||
Derivative instruments payable
|
20
|
—
|
5,673
|
19,261
|
||||
Other non-current payables
|
17
|
2,053
|
992
|
3,739
|
||||
Total liabilities
|
2,508,544
|
2,464,556
|
2,306,668
|
|||||
|
||||||||
Equity
|
|
|
|
|||||
Share capital
|
21
|
222,623
|
203,531
|
197,692
|
||||
Additional paid in capital
|
604,687
|
448,291
|
402,021
|
|||||
Contributed surplus
|
1,004,094
|
1,004,094
|
1,004,094
|
|||||
Accumulated other reserves
|
454
|
228
|
200
|
|||||
Retained earnings (deficit)
|
428,513
|
(13,631)
|
1,330
|
Total equity attributable to the shareholders of the Company
|
2,260,371
|
1,642,513
|
1,605,337
|
|||||
Non-controlling interest
|
(472)
|
(472)
|
(472)
|
|||||
Total equity
|
2,259,899
|
1,642,041
|
1,604,865
|
|||||
Total liabilities and equity
|
4,768,443
|
4,106,597
|
3,911,533
|
Note
|
2022
|
2021
|
||||
Profit (loss) for the period
|
475,537
|
(14,961)
|
||||
Adjustments to reconcile profit (loss) for the period to net cash provided by
operating activities:
|
||||||
Net finance expense
|
7
|
43,851
|
44,123
|
|||
Depreciation
|
13, 14
|
165,170
|
165,205
|
|||
Other operating gains
|
5
|
(4,596)
|
(3,225)
|
|||
Loss on lease terminations
|
5
|
431
|
—
|
|||
Amortization of acquired time charters
|
(2,806)
|
(5,045)
|
||||
Contingent rental income
|
23
|
(623)
|
(3,606)
|
|||
Gain on marketable securities
|
10
|
(58,359)
|
(7,677)
|
|||
Share of results from associated company
|
16
|
(14,243)
|
724
|
|||
Stock option expense
|
22
|
4,700
|
185
|
|||
Other, net
|
674
|
—
|
||||
Changes in operating assets and liabilities:
|
||||||
Trade accounts receivable
|
11
|
(59,581)
|
(22,449)
|
|||
Other receivables
|
11
|
(6,351)
|
7,216
|
|||
Inventories
|
(26,410)
|
(22,929)
|
||||
Voyages in progress
|
(72,146)
|
(3,787)
|
||||
Prepaid expenses and accrued income
|
(5,356)
|
(1,174)
|
||||
Other current assets
|
(1,435)
|
(1,128)
|
||||
Trade accounts payable
|
17
|
5,667
|
(5,533)
|
|||
Accrued expenses
|
17
|
30,022
|
(3,485)
|
|||
Related party balances
|
23
|
(6,813)
|
18,968
|
|||
Other current liabilities
|
678
|
135
|
||||
Change in restricted cash
|
20
|
—
|
14,928
|
|||
Other
|
(387)
|
(2,816)
|
||||
Interest paid
|
(83,039)
|
(60,477)
|
||||
Debt issuance costs paid
|
18
|
(4,349)
|
(8,050)
|
|||
Interest received
|
5,094
|
119
|
||||
Net cash provided by operating activities
|
385,330
|
85,261
|
||||
Investing activities
|
|
|
||||
Additions to newbuildings, vessels and equipment
|
12, 13
|
(335,815)
|
(473,761)
|
|||
Purchase of shares
|
10
|
—
|
(357)
|
|||
Proceeds from sale of vessels
|
23
|
80,000
|
80,000
|
|||
Investment in associated company
|
16
|
(1,505)
|
—
|
|||
Net cash inflow on sale of subsidiary
|
—
|
5,625
|
||||
Proceeds from sale of marketable securities
|
10
|
—
|
14,074
|
|||
Net cash used in investing activities
|
(257,320)
|
(374,419)
|
||||
Financing activities
|
|
|
||||
Net proceeds from issuance of shares
|
21
|
—
|
52,447
|
|||
Proceeds from issuance of debt
|
18
|
651,248
|
403,868
|
|||
Repayment of debt
|
18
|
(597,834)
|
(219,521)
|
|||
Repayment of obligations under leases
|
(2,123)
|
(9,284)
|
Lease termination payments
|
23
|
(4,456)
|
—
|
|||
Cash dividends paid
|
9
|
(33,393)
|
—
|
|||
Net cash provided by financing activities
|
13,442
|
227,510
|
||||
Net change in cash and cash equivalents
|
141,452
|
(61,648)
|
||||
Cash and cash equivalents at beginning of year
|
113,073
|
174,721
|
||||
Cash and cash equivalents at end of year
|
254,525
|
113,073
|
||||
Supplemental disclosure of cash flow information:
|
|
|
||||
Income taxes paid
|
199
|
4,986
|
|
Note
|
2022
|
2021
|
||
Number of shares outstanding
|
|||||
Balance at the beginning of the year
|
203,530,979
|
197,692,321
|
|||
Shares issued on exercise of options
|
21
|
—
|
339,000
|
||
Shares issued under ATM program
|
21
|
—
|
5,499,658
|
||
Shares issued in connection with Euronav share acquisition
|
21
|
19,091,910
|
—
|
||
Balance at the end of the year
|
222,622,889
|
203,530,979
|
|||
Share capital
|
|
|
|||
Balance at the beginning of the year
|
203,531
|
197,692
|
|||
Shares issued on exercise of options
|
21
|
—
|
339
|
||
Shares issued under ATM program
|
21
|
—
|
5,500
|
||
Shares issued in connection with Euronav share acquisition
|
21
|
19,092
|
—
|
||
Balance at the end of the year
|
222,623
|
203,531
|
|||
Additional paid in capital
|
|
|
|||
Balance at the beginning of year
|
448,291
|
402,021
|
|||
Stock compensation expense
|
22
|
—
|
(338)
|
||
Shares issued on exercise of options
|
21
|
—
|
1,593
|
||
Shares issued under ATM program
|
21
|
—
|
45,015
|
||
Shares issued in connection with Euronav share acquisition
|
21
|
156,396
|
—
|
||
Balance at the end of year
|
604,687
|
448,291
|
|||
Contributed surplus
|
|
|
|||
Balance at the beginning of year
|
1,004,094
|
1,004,094
|
|||
Balance at the end of year
|
1,004,094
|
1,004,094
|
|||
Accumulated other reserves
|
|
|
|||
Balance at the beginning of year
|
228
|
200
|
|||
Other comprehensive income (loss)
|
226
|
28
|
|||
Balance at the end of year
|
454
|
228
|
|||
Retained earnings (deficit)
|
|
|
|||
Balance at the beginning of year
|
(13,631)
|
1,330
|
|||
Profit (loss) for the period
|
475,537
|
(14,961)
|
|||
Cash dividends
|
9
|
(33,393)
|
—
|
||
Balance at the end of year
|
428,513
|
(13,631)
|
|||
Total equity attributable to the shareholders of the Company
|
2,260,371
|
1,642,513
|
|||
Non-controlling interest
|
|
|
|||
Balance at the beginning of year
|
(472)
|
(472)
|
|||
Balance at the end of year
|
(472)
|
(472)
|
|||
Total equity
|
2,259,899
|
1,642,041
|
|
(i) |
66 vessels owned by the Company (21 VLCCs, 27 Suezmax tankers and 18 LR2/Aframax tankers);
|
|
(ii) |
four vessels that are under the Company’s commercial management (two Suezmax tankers and two Aframax tankers).
|
|
• |
Note 13 - Depreciation: The cost of the vessels less estimated residual value is depreciated on a straight-line basis over the vessels’ estimated remaining
economic useful lives. The selection of an appropriate useful economic life requires significant estimation. In addition, residual value may vary due to changes in market prices on scrap. See policy 8.3. for further details.
|
|
• |
Note 13 - Vessel impairment: The carrying amounts of the Company’s vessels or right-of-use assets may not represent their fair market value at any point in time since the
market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical. When events and changes in circumstances indicate
that the carrying amount of the asset or Cash Generating Unit (“CGU”) might not be recovered, the Company 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, based on discounted cash flows, and its fair value less cost to sell. In developing estimates of future cash flows in order to assess value in use, the Company must make assumptions about future performance,
with significant assumptions being related to charter rates, ship operating expenses, utilization, dry docking and other capital requirements, residual value, the estimated remaining useful lives of the vessels and the probability of
lease terminations for right-of-use assets. These assumptions are based on historical trends as well as future expectations. See policy 10.2. for further details.
|
|
• |
Note 15 - Goodwill impairment: The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment at many points during
the analysis. Our future operating performance may be affected by potential impairment charges related to goodwill. Events or circumstances may occur that could negatively impact our ordinary share price, including changes in our
anticipated revenues and profits and our ability to execute on our strategies. See policy 10.2. for further details.
|
|
• |
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).
|
|
• |
Note 10 - Marketable securities
|
|
• |
Note 13 - Vessel impairment
|
|
• |
Note 15 - Goodwill impairment
|
|
• |
Note 20 - Financial instruments; and
|
|
• |
Note 22 - Share options
|
|
• |
The cost of materials and direct labour;
|
|
• |
Any other costs directly attributable to bringing the assets to a working condition for their intended use; and
|
|
• |
Capitalized borrowing costs.
|
|
• |
the estimated market values for our vessels received from independent ship brokers have declined during the period significantly more than we would expect as a result of
the passage of time or normal use. The ship brokers assess each vessel based on, among others, age, yard, deadweight capacity and compare this to market transactions.
|
|
• |
significant changes with an adverse effect on the Company have taken place during the period, or will take place in the near future, in the legal and regulatory environment
in which the Company operates, and the tanker market, including negative developments in actual and forecasted time charter equivalent rates (“TCE rates”).
|
|
• |
market interest rates have increased during the period, and the increase is likely to affect the discount rate used in calculating a vessel’s value in use and decrease the
asset’s recoverable amount materially.
|
|
• |
the carrying amount of the net assets of the Company is more than its market capitalization.
|
|
• |
evidence is available of obsolescence or physical damage of a vessel.
|
|
• |
significant changes with an adverse effect on the Company have taken place during the period, or are expected to take place in the near future, in the extent to which, or
manner in which, a vessel is used or is expected to be used.
|
|
• |
evidence that the economic performance of a vessel is, or will be, worse than expected, including:
|
|
◦ |
actual or forecasted TCE rates are significantly worse than expected;
|
|
◦ |
cash flows for acquiring a vessel, or subsequent cash needs for operating or maintaining it, are significantly higher than expected;
|
|
◦ |
actual net cash flows or operating profit are significantly worse than expected;
|
|
◦ |
a significant decline in budgeted net cash flows or operating profit; or
|
|
◦ |
operating losses or net cash outflows.
|
|
• |
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 Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably
certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
|
|
• |
What is meant by a right to defer settlement
|
|
• |
That a right to defer must exist at the end of the reporting period
|
|
• |
That classification is unaffected by the likelihood that an entity will exercise its deferral right
|
|
• |
That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
|
|
• |
The Company has elected not to apply IFRS 3, Business Combinations, retrospectively to business combinations that occurred prior
to the adoption of IFRS.
|
|
• |
The Company has elected to use the practical expedient in IFRS 15, Revenue from Contracts with Customers, to not restate contracts
that are completed at the transition date, January 1, 2021. IFRS 1 defines a completed contract as a contract for which the entity has transferred all of the goods or services as identified in accordance with previous GAAP.
|
|
• |
Our vessels are required by their respective classification societies to go through a dry dock at regular intervals. In general, vessels below the age of 15 years are
docked every 5 years and vessels older than 15 years are docked every 2.5 years. Unlike Frontline’s previous accounting policy under U.S. GAAP whereby such costs were expensed as incurred, IFRS requires significant components of property,
plant and equipment with differing depreciation methods or lives to be depreciated separately. Under IFRS, major inspection or overhaul costs, such as dry docking, should be identified and accounted for as a separate component and
depreciated over the period to the next scheduled dry docking (2.5 - 5 years). A portion of the initial cost of a vessel is allocated to the dry docking component upon delivery and depreciated over the period to the next scheduled dry
docking. When a dry docking is performed, the carrying amount of any remaining unamortized dry docking costs related to previous dry docks (due to any difference between the estimated and actual time between dry docks) is derecognized.
Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed while the vessel is in dry dock
|
|
• |
Leases were classified as either operating leases or finance leases under U.S. GAAP, while under IFRS there is only one classification when the Company is a lessee. Under
U.S. GAAP, rent expense related to leases classified as operating leases is presented in a single line item depending on the nature of the underlying asset and recorded on a straight-line basis whereas under IFRS, interest expense on
lease liabilities and amortization of right-of-use assets are presented separately.
|
|
• |
Under U.S. GAAP, short-term obligations should be reclassified as non-current at the balance sheet date if the borrower has both the intent and ability to refinance the
short-term obligation on a long-term basis. In lieu of actually issuing a new long-term obligation, a borrower can evidence its ability to refinance on a long-term basis by entering into a financing agreement before the financial
statements are issued. This accounting treatment is not permitted under IFRS.
|
(in thousands of $)
|
Note
|
U.S. GAAP
|
Effect of
transition to IFRS
|
IFRS
|
||||
ASSETS
|
|
|
|
|||||
Current Assets
|
|
|
|
|||||
Cash and cash equivalents
|
174,721
|
—
|
174,721
|
|||||
Restricted cash
|
14,928
|
—
|
14,928
|
|||||
Marketable securities
|
1
|
2,639
|
5,835
|
8,474
|
||||
Marketable securities pledged to creditors
|
1
|
5,835
|
(5,835)
|
—
|
||||
Trade and other receivables
|
2
|
—
|
63,924
|
63,924
|
||||
Trade accounts receivable, net
|
2
|
40,974
|
(40,974)
|
—
|
||||
Related party receivables
|
13,255
|
—
|
13,255
|
Other receivables
|
2
|
22,950
|
(22,950)
|
—
|
||||
Inventories
|
57,858
|
—
|
57,858
|
|||||
Voyages in progress
|
34,705
|
—
|
34,705
|
|||||
Prepaid expenses and accrued income
|
7,725
|
—
|
7,725
|
|||||
Other current assets
|
2,729
|
—
|
2,729
|
|||||
Total current assets
|
378,319
|
—
|
378,319
|
|||||
Non-current assets
|
|
|
||||||
Newbuildings
|
48,498
|
—
|
48,498
|
|||||
Vessels and equipment
|
3
|
3,307,144
|
(6,688)
|
3,300,456
|
||||
Vessels and equipment under finance leases, net
|
4a
|
53,518
|
(53,518)
|
—
|
||||
Right-of-use assets under operating leases
|
4a
|
8,426
|
(8,426)
|
—
|
||||
Right-of-use assets
|
4a
|
—
|
61,944
|
61,944
|
||||
Goodwill
|
112,452
|
—
|
112,452
|
|||||
Investment in associated companies
|
1,279
|
—
|
1,279
|
|||||
Loan notes receivable
|
1,388
|
—
|
1,388
|
|||||
Other non-current assets
|
7,197
|
—
|
7,197
|
|||||
Total assets
|
3,918,221
|
(6,688)
|
3,911,533
|
|||||
LIABILITIES AND EQUITY
|
|
|
|
|||||
Current liabilities
|
|
|
|
|||||
Short-term debt and current portion of long-term debt
|
6, 8
|
167,082
|
67,805
|
234,887
|
||||
Current portion of obligations under finance leases
|
4b
|
7,810
|
(7,810)
|
—
|
||||
Current portion of obligations under operating leases
|
4b
|
4,548
|
(4,548)
|
—
|
||||
Current portion of obligations under leases
|
4b
|
—
|
12,358
|
12,358
|
||||
Related party payables
|
19,853
|
—
|
19,853
|
|||||
Trade and other payables
|
5
|
—
|
55,002
|
55,002
|
||||
Trade accounts payable
|
5
|
7,860
|
(7,860)
|
—
|
||||
Accrued expenses
|
5, 8
|
42,529
|
(42,529)
|
—
|
||||
Derivative instruments payable
|
9
|
19,261
|
(19,261)
|
—
|
||||
Other current liabilities
|
5
|
12,418
|
(12,418)
|
—
|
||||
Total current liabilities
|
281,361
|
40,739
|
322,100
|
|||||
Non-current liabilities
|
|
|
|
|||||
Long-term debt
|
6
|
1,968,924
|
(60,000)
|
1,908,924
|
||||
Obligations under finance leases
|
4c
|
48,467
|
(48,467)
|
—
|
||||
Obligations under operating leases
|
4c
|
4,177
|
(4,177)
|
—
|
||||
Obligations under leases
|
4c
|
—
|
52,644
|
52,644
|
||||
Derivative instruments payable
|
9
|
—
|
19,261
|
19,261
|
||||
Other non-current payables
|
7
|
3,739
|
—
|
3,739
|
||||
Total liabilities
|
2,306,668
|
—
|
2,306,668
|
|||||
Equity
|
|
|||||||
Share capital
|
197,692
|
—
|
197,692
|
|||||
Additional paid in capital
|
402,021
|
—
|
402,021
|
|||||
Contributed surplus
|
1,004,094
|
—
|
1,004,094
|
|||||
Accumulated other reserves
|
10
|
200
|
—
|
200
|
||||
Retained earnings
|
3
|
8,018
|
(6,688)
|
1,330
|
||||
Total equity attributable to the shareholders of the Company
|
1,612,025
|
(6,688)
|
1,605,337
|
Non-controlling interest
|
(472)
|
—
|
(472)
|
|||||
Total equity
|
1,611,553
|
(6,688)
|
1,604,865
|
|||||
Total liabilities and equity
|
3,918,221
|
(6,688)
|
3,911,533
|
|
1. |
“Marketable securities pledged to creditors” of $5.8 million, which were presented separately under U.S. GAAP, were reclassified into “Marketable securities” under IFRS.
|
|
2. |
“Trade accounts receivable, net” of $41.0 million and “Other receivables” of $23.0 million”, which were presented separately under U.S. GAAP, were reclassified into “Trade
and other receivables” under IFRS.
|
|
3. |
Dry docking costs incurred prior to January 1, 2021 were expensed as incurred within Ship operating expense under Frontline’s historical accounting policy in accordance
with U.S. GAAP. Under IFRS, significant components of property, plant and equipment with differing depreciation methods or lives are required to be depreciated separately. A portion of the initial cost of a vessel is allocated to the dry
docking component upon delivery and depreciated over the period to the next scheduled dry docking. This resulted in a net measurement and recognition adjustment which decreased Vessels and equipment and Retained earnings by $6.7 million
as follows:
|
|
a. |
the carrying amount of unamortized dry docking costs at January 1, 2021 were capitalized as a separate component of Vessels and equipment which increased Vessels and
equipment and Retained earnings by $26.2 million.
|
|
b. |
a portion of the initial cost of vessels delivered prior to January 1, 2021 was allocated to the dry docking component upon delivery and depreciated over the period to the
next scheduled dry docking which decreased Vessels and equipment and Retained earnings by $32.9 million.
|
|
4. |
Leases were classified as either operating leases or finance leases under U.S. GAAP, while under IFRS there is only one classification when the Company is a lessee which
resulted in the following reclassification adjustments:
|
|
a. |
“Vessels and equipment under finance leases, net” of $53.5 million and “Right-of-use assets under operating leases” of $8.4 million, which were presented separately under
U.S. GAAP, were reclassified into “Right-of-use assets” under IFRS.
|
|
b. |
“Current portion of obligations under finance leases” of $7.8 million and “Current portion of obligations under operating leases” of $4.5 million, which were presented
separately under U.S. GAAP, were reclassified into “Current portion of obligations under leases” under IFRS.
|
|
c. |
“Obligations under finance leases” of $48.5 million and “Obligations under operating leases” of $4.2 million, which were presented separately under U.S. GAAP, were
reclassified into “Obligations under leases” under IFRS.
|
|
5. |
“Trade accounts payable” of $7.9 million, “Accrued expenses” of $42.5 million and “Other current liabilities” of $12.4 million, which were presented separately under U.S.
GAAP, were reclassified into “Trade and other payables” under IFRS.
|
|
6. |
Under U.S. GAAP, short-term obligations should be reclassified as non-current at the balance sheet date if the borrower has both the intent and ability to refinance the
short-term obligation on a long-term basis. In lieu of actually issuing a new long-term obligation, a borrower can evidence its ability to refinance on a long-term basis by entering into a financing agreement before the financial
statements are issued. In accordance with U.S. GAAP, the Company presented the non-current portion of a loan facility refinanced in February 2021 as long-term debt as of January 1, 2021. This accounting treatment is not permitted under
IFRS which resulted in a reclassification adjustment which increased Short-term debt and current portion of long-term debt and decreased Long-term debt by $60.0 million as of January 1, 2021.
|
|
7. |
“Other long-term liabilities” of $3.7 million under U.S. GAAP was renamed “Other non-current payables” under IFRS.
|
|
8. |
Accrued interest expense of $7.8 million, which was presented within “Accrued expenses” under U.S. GAAP was reclassified into “Short-term debt and current portion of
long-term debt” under IFRS.
|
|
9. |
“Derivative instruments payable”, which was classified as a current liability in accordance with the Company’s accounting policies under U.S. GAAP, was reclassified to a
non-current liability under IFRS based on the contractual maturity dates.
|
|
10. |
“Accumulated other comprehensive income” of $0.2 million under U.S. GAAP was renamed “Accumulated other reserves” under IFRS.
|
(in thousands of $)
|
Note
|
U.S. GAAP
|
Effect of
transition to IFRS
|
IFRS
|
ASSETS
|
|
|
||||||
Current Assets
|
|
|
||||||
Cash and cash equivalents
|
113,073
|
—
|
113,073
|
|||||
Marketable securities
|
2,435
|
—
|
2,435
|
|||||
Trade and other receivables
|
1
|
—
|
73,532
|
73,532
|
||||
Trade accounts receivable, net
|
1
|
63,423
|
(63,423)
|
—
|
||||
Related party receivables
|
11,676
|
—
|
11,676
|
|||||
Other receivables
|
1
|
10,109
|
(10,109)
|
—
|
||||
Inventories
|
80,787
|
—
|
80,787
|
|||||
Voyages in progress
|
38,492
|
—
|
38,492
|
|||||
Prepaid expenses and accrued income
|
8,899
|
—
|
8,899
|
|||||
Other current assets
|
3,851
|
—
|
3,851
|
|||||
Total current assets
|
332,745
|
—
|
332,745
|
|||||
Non-current assets
|
|
|||||||
Newbuildings
|
130,633
|
—
|
130,633
|
|||||
Vessels and equipment
|
2
|
3,477,801
|
(10,501)
|
3,467,300
|
||||
Vessels and equipment under finance leases, net
|
3a
|
44,880
|
(44,880)
|
—
|
||||
Right-of-use assets under operating leases
|
3a
|
3,914
|
(3,914)
|
—
|
||||
Right-of-use assets
|
3a
|
—
|
48,794
|
48,794
|
||||
Goodwill
|
112,452
|
—
|
112,452
|
|||||
Derivative instrument receivable
|
9,675
|
—
|
9,675
|
|||||
Investment in associated companies
|
555
|
—
|
555
|
|||||
Loan notes receivable
|
1,388
|
—
|
1,388
|
|||||
Other non-current assets
|
3,055
|
—
|
3,055
|
|||||
Total assets
|
4,117,098
|
(10,501)
|
4,106,597
|
|||||
LIABILITIES AND EQUITY
|
|
|
||||||
Current liabilities
|
|
|
||||||
Short-term debt and current portion of long-term debt
|
7
|
189,286
|
9,379
|
198,665
|
||||
Current portion of obligations under finance leases
|
3b
|
7,601
|
(7,601)
|
—
|
||||
Current portion of obligations under operating leases
|
3b
|
1,122
|
(1,122)
|
—
|
||||
Current portion of obligations under leases
|
3b
|
—
|
8,723
|
8,723
|
||||
Related party payables
|
36,250
|
—
|
36,250
|
|||||
Trade and other payables
|
4
|
—
|
43,364
|
43,364
|
||||
Trade accounts payable
|
4
|
2,327
|
(2,327)
|
—
|
||||
Accrued expenses
|
4, 7
|
42,836
|
(42,836)
|
—
|
||||
Derivative instruments payable
|
8
|
5,673
|
(5,673)
|
—
|
||||
Other current liabilities
|
4
|
7,580
|
(7,580)
|
—
|
||||
Total current liabilities
|
292,675
|
(5,673)
|
287,002
|
|||||
Non-current liabilities
|
|
|
||||||
Long-term debt
|
2,126,910
|
—
|
2,126,910
|
|||||
Obligations under finance leases
|
3c
|
40,865
|
(40,865)
|
—
|
||||
Obligations under operating leases
|
3c
|
3,114
|
(3,114)
|
—
|
||||
Obligations under leases
|
3c
|
—
|
43,979
|
43,979
|
||||
Derivative instruments payable
|
8
|
—
|
5,673
|
5,673
|
||||
Other non-current payables
|
5
|
992
|
—
|
992
|
||||
Total liabilities
|
2,464,556
|
—
|
2,464,556
|
|||||
Equity
|
|
|||||||
Share capital
|
203,531
|
—
|
203,531
|
|||||
Additional paid in capital
|
448,291
|
—
|
448,291
|
|||||
Contributed surplus
|
1,004,094
|
—
|
1,004,094
|
|||||
Accumulated other reserves
|
6
|
228
|
—
|
228
|
||||
Retained (deficit) earnings
|
2
|
(3,130)
|
(10,501)
|
(13,631)
|
||||
Total equity attributable to the shareholders of the Company
|
1,653,014
|
(10,501)
|
1,642,513
|
|||||
Non-controlling interest
|
(472)
|
—
|
(472)
|
|||||
Total equity
|
1,652,542
|
(10,501)
|
1,642,041
|
|||||
Total liabilities and equity
|
4,117,098
|
(10,501)
|
4,106,597
|
|
1. |
“Trade accounts receivable, net” of $63.4 million and “Other receivables” of $10.1 million”, which were presented separately under U.S. GAAP, were reclassified into “Trade
and other receivables” under IFRS.
|
|
2. |
Dry docking costs incurred prior to January 1, 2021 and in the year ended December 31, 2021 were expensed as incurred within Ship operating expense under Frontline’s
historical accounting policy in accordance with U.S. GAAP. Under IFRS, significant components of property, plant and equipment with differing depreciation methods or lives are required to be depreciated separately. A portion of the
initial cost of a vessel is allocated to the dry docking component upon delivery and depreciated over the period to the next scheduled dry docking. This resulted in a net measurement and recognition adjustment which decreased Vessels and
equipment and Retained earnings by $10.5 million as follows:
|
|
a. |
the carrying amount of unamortized dry docking costs at January 1, 2021 were capitalized as a separate component of Vessels and equipment which increased Vessels and
equipment and Retained earnings by $26.2 million.
|
|
b. |
a portion of the initial cost of vessels delivered prior to January 1, 2021 was allocated to the dry docking component upon delivery and depreciated over the period to the
next scheduled dry docking which decreased Vessels and equipment and Retained earnings by $32.9 million.
|
|
c. |
the dry docking costs in the year ended December 31, 2021 which were expensed as incurred under U.S GAAP were capitalized as a separate component of Vessels and equipment
which increased Vessels and equipment and Retained earnings by $11.4 million.
|
|
d. |
depreciation expense on capitalized dry docking costs and the write off of the carrying amount of unamortized dry docking costs on vessels sold in the year ended December
31, 2021 resulted in a decrease in Vessels and equipment and Retained earnings of $13.3 million and $1.8 million, respectively.
|
|
3. |
Leases were classified as either operating leases or finance leases under U.S. GAAP, while under IFRS there is only one classification when the Company is a lessee which
resulted in the following reclassification adjustments:
|
|
a. |
“Vessels and equipment under finance leases, net” of $44.9 million and “Right-of-use assets under operating leases” of $3.9 million, which were presented separately under
U.S. GAAP, were reclassified into “Right-of-use assets” under IFRS.
|
|
b. |
“Current portion of obligations under finance leases” of $7.6 million and “Current portion of obligations under operating leases” of $1.1 million, which were presented
separately under U.S. GAAP, were reclassified into “Current portion of obligations under leases” under IFRS.
|
|
c. |
“Obligations under finance leases” of $40.9 million and “Obligations under operating leases” of $3.1 million, which were presented separately under U.S. GAAP, were
reclassified into “Obligations under leases” under IFRS.
|
|
4. |
“Trade accounts payable” of $2.3 million, “Accrued expenses” of $42.8 million and “Other current liabilities” of $7.6 million, which were presented separately under U.S.
GAAP, were reclassified into “Trade and other payables” under IFRS.
|
|
5. |
“Other long-term liabilities” of $1.0 million under U.S. GAAP was renamed “Other non-current payables” under IFRS.
|
|
6. |
“Accumulated other comprehensive income” of $0.2 million under U.S. GAAP was renamed “Accumulated other reserves” under IFRS.
|
|
7. |
Accrued interest expense of $9.4 million, which was presented within “Accrued expenses” under U.S. GAAP was reclassified into “Short-term debt and current portion of
long-term debt” under IFRS.
|
|
8. |
“Derivative instruments payable”, which was classified as a current liability in accordance with the Company’s accounting policies under U.S. GAAP, was reclassified to a
non-current liability under IFRS based on the contractual maturity dates.
|
(in thousands of $)
|
Note
|
U.S. GAAP
|
Effect of
transition to IFRS
|
IFRS
|
||||
Operating revenues and other income
|
||||||||
Voyage charter revenues
|
1a
|
663,995
|
(663,995)
|
—
|
||||
Time charter revenues
|
1a
|
71,236
|
(71,236)
|
—
|
||||
Revenues
|
1a, 1b
|
—
|
749,381
|
749,381
|
||||
Other income
|
1b, 1c, 2c
|
14,150
|
(10,090)
|
4,060
|
||||
Total operating revenues and other income
|
749,381
|
4,060
|
753,441
|
|||||
Other operating gains
|
1c
|
5,893
|
(5,893)
|
—
|
||||
Operating expenses
|
||||||||
Voyage expenses and commission
|
392,697
|
—
|
392,697
|
|||||
Contingent rental income
|
(3,606)
|
—
|
(3,606)
|
|||||
Ship operating expenses
|
2a
|
175,607
|
(11,361)
|
164,246
|
||||
Charter hire expenses
|
3a
|
2,695
|
(2,695)
|
—
|
||||
Administrative expenses
|
3b
|
27,891
|
(1,467)
|
26,424
|
||||
Depreciation
|
2b, 3
|
147,774
|
17,431
|
165,205
|
||||
Total operating expenses
|
743,058
|
1,908
|
744,966
|
|||||
Net operating income
|
12,216
|
(3,741)
|
8,475
|
|||||
Other income (expenses)
|
|
|
||||||
Finance income
|
4
|
—
|
121
|
121
|
||||
Interest income
|
4
|
119
|
(119)
|
—
|
||||
Finance expense
|
5
|
—
|
(44,244)
|
(44,244)
|
||||
Interest expense
|
5
|
(61,435)
|
61,435
|
—
|
||||
Gain on marketable securities
|
7,677
|
—
|
7,677
|
|||||
Share of results of associated company
|
(724)
|
—
|
(724)
|
|||||
Foreign currency exchange loss
|
5
|
(116)
|
116
|
—
|
||||
Gain on derivatives
|
5
|
17,509
|
(17,509)
|
—
|
||||
Dividends received
|
6
|
—
|
18,367
|
18,367
|
||||
Other non-operating items, net
|
6
|
18,239
|
(18,239)
|
—
|
||||
Net other expenses
|
(18,731)
|
(72)
|
(18,803)
|
|||||
Loss before income taxes
|
(6,515)
|
(3,813)
|
(10,328)
|
|||||
Income tax expense
|
(4,633)
|
—
|
(4,633)
|
|||||
Loss for the period
|
(11,148)
|
(3,813)
|
(14,961)
|
|||||
Loss attributable to the shareholders of the Company
|
(11,148)
|
(3,813)
|
(14,961)
|
|||||
Basic loss per share attributable to shareholders of the
Company
|
$(0.06)
|
$(0.02)
|
$(0.08)
|
|||||
Diluted loss per share attributable to shareholders of the
Company
|
$(0.06)
|
$(0.02)
|
$(0.08)
|
|
1. |
The presentation of operating revenues and other income was adjusted as follows:
|
|
a. |
“Voyage charter revenues” and “Time charter revenues” under U.S. GAAP were reclassified to “Revenue” under IFRS.
|
|
b. |
“Administrative income” of $14.2 million presented as “Other income” under U.S. GAAP was reclassified to “Revenue” under IFRS.
|
|
c. |
“Other operating gains” of $5.9 million under U.S. GAAP was reclassified to “Other income” under IFRS.
|
|
2. |
Dry docking costs incurred prior to January 1, 2021 and in the year ended December 31, 2021 were expensed as incurred within Ship operating expense under Frontline’s
historical accounting policy in accordance with U.S. GAAP. Under IFRS, significant components of property, plant and equipment with differing depreciation methods or lives are required to be depreciated separately. A portion of the
initial cost of a vessel is allocated to the dry docking component upon delivery and depreciated over the period to the next scheduled dry docking. This resulted in the following measurement and recognition adjustments:
|
|
a. |
the dry docking costs in the year ended December 31, 2021 which were expensed as incurred under U.S GAAP were capitalized as a separate component of Vessels and equipment
which decreased Ship operating expense by $11.4 million.
|
|
b. |
depreciation expense on capitalized dry docking costs resulted in an increase in Depreciation of $13.3 million.
|
|
c. |
the write off of the carrying amount of unamortized dry docking costs on vessels sold in the year ended December 31, 2021 resulted in a $1.8 million decrease in the gains
on sales recognized within Other income.
|
|
3. |
Under U.S. GAAP, rent expense related to leases classified as operating leases is presented in a single line item depending on the nature of the underlying asset and
recorded on a straight-line basis whereas under IFRS, interest expense on lease liabilities and amortization of right-of-use assets are presented separately. This resulted in the following reclassification adjustments:
|
|
a. |
Charterhire expense of $2.7 million under U.S. GAAP in relation to two vessels leased in from a third party on time charters that were classified as leases, was reclassified to Depreciation under IFRS.
|
|
b. |
Administrative expenses of $1.5 million under U.S. GAAP in relation to office leases was reclassified to Depreciation under IFRS.
|
|
4. |
“Interest income” of $0.1 million which was presented separately under U.S. GAAP, was reclassified to “Finance income” under IFRS.
|
|
5. |
“Interest expense” of $61.4 million, “Gain on derivatives” of $17.5 million and “Foreign currency exchange loss” of $0.1 million, which were presented separately under U.S.
GAAP, were reclassified to “Finance expense” under IFRS.
|
|
6. |
“Other non-operating items, net” of $18.4 million under U.S. GAAP was reclassified to “Dividends received” under IFRS.
|
(in thousands of $)
|
Note
|
U.S. GAAP
|
Effect of
transition to IFRS
|
IFRS
|
||||
Profit (loss)
|
1
|
(11,148)
|
(3,813)
|
(14,961)
|
||||
Items that may be reclassified to profit or loss:
|
||||||||
Foreign currency translation gain (loss)
|
28
|
—
|
28
|
|||||
Other comprehensive income (loss)
|
28
|
—
|
28
|
|||||
Comprehensive income (loss)
|
(11,120)
|
(3,813)
|
(14,933)
|
|||||
Comprehensive income (loss) attributable to the shareholders of the Company
|
(11,120)
|
(3,813)
|
(14,933)
|
|
1. |
Refer to the IFRS adjustments to the Consolidated Statement of Profit or Loss for the year ended December 31, 2021 section above.
|
(in thousands of $)
|
Note
|
U.S. GAAP
|
Effect of
transition to IFRS
|
IFRS
|
||||
Net loss for the period
|
1
|
(11,148)
|
(3,813)
|
(14,961)
|
Adjustments to reconcile loss for the period with net cash
provided by operations:
|
||||||||
Net finance expense
|
6
|
—
|
44,123
|
44,123
|
||||
Depreciation
|
2b, 3
|
147,774
|
17,431
|
165,205
|
||||
Amortization of deferred charges
|
6a
|
5,208
|
(5,208)
|
—
|
||||
Other operating gains
|
2c
|
(5,058)
|
1,833
|
(3,225)
|
||||
Amortization of acquired time charters
|
(5,045)
|
—
|
(5,045)
|
|||||
Contingent rental income
|
(3,606)
|
—
|
(3,606)
|
|||||
Gain on marketable securities
|
(7,677)
|
—
|
(7,677)
|
|||||
Share of results from associated company
|
724
|
—
|
724
|
|||||
Gain on derivatives
|
6a
|
(23,262)
|
23,262
|
—
|
||||
Stock option expense
|
4
|
—
|
185
|
185
|
||||
Other, net
|
4
|
430
|
(430)
|
—
|
||||
Changes in operating assets and liabilities:
|
||||||||
Trade accounts receivable
|
(22,449)
|
—
|
(22,449)
|
|||||
Other receivables
|
7,216
|
—
|
7,216
|
|||||
Inventories
|
(22,929)
|
—
|
(22,929)
|
|||||
Voyages in progress
|
(3,787)
|
—
|
(3,787)
|
|||||
Prepaid expenses and accrued income
|
(1,174)
|
—
|
(1,174)
|
|||||
Other current assets
|
(1,128)
|
—
|
(1,128)
|
|||||
Trade accounts payable
|
(5,533)
|
—
|
(5,533)
|
|||||
Accrued expenses
|
6b
|
(1,911)
|
(1,574)
|
(3,485)
|
||||
Related party balances
|
18,968
|
—
|
18,968
|
|||||
Other current liabilities
|
135
|
—
|
135
|
|||||
Change in restricted cash
|
5
|
—
|
14,928
|
14,928
|
||||
Other
|
(2,816)
|
—
|
(2,816)
|
|||||
Interest paid
|
6b
|
—
|
(60,477)
|
(60,477)
|
||||
Debt issuance costs paid
|
7
|
—
|
(8,050)
|
(8,050)
|
||||
Interest received
|
6b
|
—
|
119
|
119
|
||||
Net cash provided by operating activities
|
62,932
|
22,329
|
85,261
|
|||||
Investing activities
|
|
|
||||||
Additions to newbuildings, vessels and equipment
|
2a
|
(462,400)
|
(11,361)
|
(473,761)
|
||||
Purchase of shares
|
(357)
|
—
|
(357)
|
|||||
Net proceeds from sale of vessel
|
80,000
|
—
|
80,000
|
|||||
Net cash inflow on sale of subsidiary
|
5,625
|
—
|
5,625
|
|||||
Proceeds from sale of marketable securities
|
14,074
|
—
|
14,074
|
|||||
Net cash used in investing activities
|
(363,058)
|
(11,361)
|
(374,419)
|
|||||
Financing activities
|
|
|
||||||
Net proceeds from issuance of shares
|
52,447
|
—
|
52,447
|
|||||
Proceeds from issuance of debt
|
403,868
|
—
|
403,868
|
|||||
Repayment of debt
|
(219,521)
|
—
|
(219,521)
|
|||||
Repayment of obligations under leases
|
3
|
(5,194)
|
(4,090)
|
(9,284)
|
||||
Debt fees paid
|
7
|
(8,050)
|
8,050
|
—
|
||||
Net cash provided by financing activities
|
223,550
|
3,960
|
227,510
|
|||||
Net change in cash and cash equivalents
|
5
|
(76,576)
|
14,928
|
(61,648)
|
||||
Cash and cash equivalents at beginning of year
|
5
|
189,649
|
(14,928)
|
174,721
|
||||
Cash and cash equivalents at end of year
|
113,073
|
—
|
113,073
|
|
1. |
Refer to the IFRS adjustments to the Consolidated Statement of Profit or Loss for the year ended December 31, 2021 section above.
|
|
2. |
Dry docking costs incurred prior to January 1, 2021 and in the year ended December 31, 2021 were expensed as incurred within Ship operating expense under Frontline’s
historical accounting policy in accordance with U.S. GAAP. Under IFRS, significant components of property, plant and equipment with differing depreciation methods or lives are required to be depreciated separately. Accordingly, the
carrying amount of unamortized dry docking costs at December 31, 2021 were capitalized as a separate component of Vessels and equipment and depreciated over the period to the next scheduled dry docking (2.5 - 5). This resulted in the
following measurement and recognition adjustments:
|
|
a. |
the dry docking costs paid in the year ended December 31, 2021 were capitalized as a separate component of Vessels and equipment which increased Additions to newbuildings,
vessels and equipment by $11.4 million.
|
|
b. |
depreciation expense on capitalized dry docking costs resulted in an increase in Depreciation of $13.3 million.
|
|
c. |
the write off of the carrying amount of unamortized dry docking costs on vessels sold in the year ended December 31, 2021 resulted in a $1.8 million decrease in the gains
on sales recognized within Other operating gains.
|
|
3. |
Under U.S. GAAP, rent expense related to leases classified as operating leases is presented in a single line item depending on the nature of the underlying asset and
recorded on a straight-line basis whereas under IFRS, interest expense on lease liabilities and amortization of right-of-use assets are presented separately. This resulted in the following reclassification adjustments:
|
|
a. |
Charterhire expense of $2.7 million under U.S. GAAP in relation to the leased-in vessels, FPMC Noble and FPMC Melody, was reclassified to Depreciation under IFRS which resulted in a corresponding increase in Repayment of obligations under leases.
|
|
b. |
Administrative expenses of $1.5 million under U.S. GAAP in relation to office leases was reclassified to Depreciation under IFRS which resulted in a corresponding increase
in Repayment of obligations under leases.
|
|
4. |
“Other, net” of $0.2 million under U.S. GAAP was reclassified to “Stock option expense” under IFRS.
|
|
5. |
The “Change in restricted cash” of $14.9 million was presented within operating activities under IFRS.
|
|
6. |
The presentation of net finance expenses was adjusted as follows:
|
|
a. |
“Amortization of deferred charges” of $5.2 million and “Gain on derivatives” of $23.3 million were reclassified to “Net finance expense”.
|
|
b. |
“Interest paid” of $60.5 million and “Interest received” of $0.1 million were presented separately, which resulted in an adjustment to accrued expenses of $1.6 million.
|
|
7. |
“Debt fees paid” of $8.1 million presented within financing activities under U.S. GAAP was presented as “Debt issuance costs paid” within operating activities under IFRS.
|
(in thousands of $)
|
Lease
|
Non-lease
|
Total
|
Voyage charter revenues
|
601,057
|
744,907
|
1,345,964
|
Time charter revenues
|
45,515
|
26,276
|
71,791
|
Administrative income
|
—
|
12,453
|
12,453
|
Total revenues
|
646,572
|
783,636
|
1,430,208
|
(in thousands of $)
|
Lease
|
Non-lease
|
Total
|
Voyage charter revenues
|
166,014
|
497,981
|
663,995
|
Time charter revenues
|
49,785
|
21,451
|
71,236
|
Administrative income
|
—
|
14,150
|
14,150
|
Total revenues
|
215,799
|
533,582
|
749,381
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
Voyages in progress
|
60,620
|
27,467
|
23,559
|
Trade accounts receivable
|
67,397
|
45,258
|
27,814
|
Related party receivables
|
9,913
|
5,397
|
7,195
|
Other current assets
|
2,896
|
2,748
|
1,853
|
Total
|
140,826
|
80,870
|
60,421
|
(in thousands of $)
|
2022
|
2021
|
||
Gain on settlement of claims
|
3,998
|
—
|
||
Other gains
|
18
|
519
|
||
Gain on sale of vessels
|
4,596
|
3,226
|
||
Loss on termination of leased vessels
|
(431)
|
—
|
||
Gain (loss) on pool arrangements
|
(141)
|
315
|
||
Total
|
8,040
|
4,060
|
(in thousands of $)
|
2022
|
2021
|
||
Commissions
|
46,029
|
22,239
|
||
Bunkers
|
416,830
|
237,166
|
||
Other voyage related expenses
|
142,685
|
133,292
|
||
605,544
|
392,697
|
(in thousands of $)
|
2022
|
2021
|
||
Technical management expenses
|
66,238
|
56,007
|
||
Crew costs
|
96,283
|
96,915
|
||
Insurances
|
12,643
|
11,324
|
||
175,164
|
164,246
|
(in thousands of $)
|
2022
|
2021
|
||
Total compensation to employees and directors
|
22,442
|
13,325
|
||
Office and administrative expenses
|
12,105
|
10,544
|
||
Audit, legal and consultancy
|
12,827
|
2,555
|
||
47,374
|
26,424
|
(in thousands of $)
|
2022
|
2021
|
||
Directors fees
|
465
|
329
|
||
Wages and salaries
|
15,247
|
9,504
|
||
Stock option expense
|
4,700
|
153
|
||
Social security costs
|
1,130
|
1,751
|
||
Pension costs
|
772
|
1,401
|
||
Other staff related costs
|
128
|
187
|
||
22,442
|
13,325
|
(in thousands of $)
|
2022
|
2021
|
||
Interest income
|
1,463
|
119
|
||
Foreign exchange gains
|
16
|
—
|
||
Other financial income
|
—
|
2
|
||
Finance income
|
1,479
|
121
|
||
Interest expense on financial liabilities measured at amortized cost
|
92,222
|
52,328
|
||
Interest leasing
|
937
|
3,968
|
||
Gain on interest rate swaps
|
(53,623)
|
(17,509)
|
||
Foreign exchange losses
|
—
|
116
|
||
Amortization of debt issuance costs
|
5,553
|
5,210
|
||
Other financial expenses
|
241
|
131
|
||
Finance expense
|
45,330
|
44,244
|
||
Net finance expense
|
(43,851)
|
(44,123)
|
(in thousands of $)
|
2022
|
2021
|
||
Profit (loss) attributable to the shareholders of the Company
|
475,537
|
(14,961)
|
||
(in thousands)
|
||||
Weighted average number of basic and diluted shares
|
214,011
|
198,965
|
||
Cash dividends per share declared
|
$0.15
|
$0.00
|
(in thousands of $)
|
2022
|
2021
|
||
Balance at the beginning of the year
|
2,435
|
8,475
|
||
Marketable securities acquired
|
167,709
|
357
|
||
Proceeds from sale of marketable securities
|
—
|
(14,074)
|
||
Gain on sale of marketable securities
|
—
|
7,881
|
||
Unrealized gain (loss) on marketable securities held at end of the year
|
66,137
|
(204)
|
||
Balance at the end of the year
|
236,281
|
2,435
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
Receivables from contracts with customers
|
67,397
|
45,258
|
27,814
|
|||
Lease receivables
|
55,608
|
18,165
|
13,160
|
|||
Claims receivable
|
1,489
|
1,097
|
3,022
|
|||
Advances
|
2,959
|
1,263
|
1,911
|
|||
Agent receivables
|
843
|
149
|
2,229
|
|||
Other receivables
|
11,171
|
7,600
|
15,788
|
|||
|
139,467
|
73,532
|
63,924
|
(in thousands of $)
|
|
|
Balance at January 1, 2021
|
48,498
|
|
Installments and other costs paid and payable
|
274,248
|
|
Transfer to Vessels and equipment
|
(194,162)
|
|
Capitalized borrowing costs
|
2,049
|
|
Balance at December 31, 2021
|
130,633
|
|
Installments and other costs paid and payable
|
299,963
|
|
Transfer to Vessels and equipment
|
(386,241)
|
|
Capitalized borrowing costs
|
3,636
|
|
Balance at December 31, 2022
|
47,991
|
Vessel name
|
Vessel type
|
Date of delivery
|
||
Front Gaula
|
VLCC
|
October 2022
|
||
Front Tana
|
VLCC
|
August 2022
|
||
Front Alta
|
VLCC
|
April 2022
|
||
Front Tweed
|
VLCC
|
June 2022
|
||
Front Feature
|
LR2
|
November 2021
|
||
Front Favour
|
LR2
|
September 2021
|
||
Front Future
|
LR2
|
April 2021
|
||
Front Fusion
|
LR2
|
March 2021
|
(in thousands of $)
|
Vessels and
equipment
|
Dry dock
component
|
Total
|
|||
Cost
|
|
|||||
As of January 1, 2022
|
4,089,351
|
107,616
|
4,196,967
|
|||
Additions
|
16,483
|
17,850
|
34,333
|
|||
Transferred from new buildings
|
380,859
|
5,382
|
386,241
|
|||
Disposals
|
(95,975)
|
(4,411)
|
(100,386)
|
|||
As of December 31, 2022
|
4,390,718
|
126,437
|
4,517,155
|
|||
Accumulated depreciation
|
||||||
As of January 1, 2022
|
(666,860)
|
(62,807)
|
(729,667)
|
|||
Charge for the period
|
(145,623)
|
(16,324)
|
(161,947)
|
|||
Disposals
|
22,137
|
2,974
|
25,111
|
|||
As of December 31, 2022
|
(790,346)
|
(76,157)
|
(866,503)
|
|||
Net book value
|
||||||
As of December 31, 2022
|
3,600,372
|
50,280
|
3,650,652
|
|||
Cost
|
||||||
As of January 1, 2021
|
3,805,768
|
94,396
|
3,900,164
|
|||
Additions
|
189,193
|
12,740
|
201,933
|
|||
Transferred from new buildings
|
189,035
|
5,127
|
194,162
|
|||
Disposals
|
(94,645)
|
(4,647)
|
(99,292)
|
|||
As of December 31, 2021
|
4,089,351
|
107,616
|
4,196,967
|
|||
Accumulated depreciation
|
||||||
As of January 1, 2021
|
(550,082)
|
(49,626)
|
(599,708)
|
|||
Charge for the period
|
(136,482)
|
(15,995)
|
(152,477)
|
|||
Disposals
|
19,704
|
2,814
|
22,518
|
|||
As of December 31, 2021
|
(666,860)
|
(62,807)
|
(729,667)
|
|||
Net book value
|
||||||
As of December 31, 2021
|
3,422,491
|
44,809
|
3,467,300
|
|||
As of January 1, 2021
|
3,255,686
|
44,770
|
3,300,456
|
|
• |
completed the installation of Exhaust Gas Cleaning Systems on eight vessels;
|
|
• |
took delivery of four VLCC newbuildings, Front Alta, Front Tweed, Front Tana and Front Gaula;
|
|
• |
sold two LR2 tankers, Front Lion and Front Panther; and
|
|
• |
performed dry docks on 14 vessels.
|
|
• |
completed the installation of EGCS on two vessels and the installation of BWTS on one vessel;
|
|
• |
took delivery of two VLCCs, Front Driva and Front Nausta;
|
|
• |
took delivery of four LR2 newbuildings, Front Favour, Front Feature, Front Fusion and Front
Future;
|
|
• |
sold two LR2 tankers, Front Puma and Front Tiger; and
|
|
• |
performed dry docks on 11 vessels.
|
(in thousands of $)
|
Offices
|
Vessels
|
Total
|
|||
Cost
|
||||||
As of January 1, 2022
|
11,719
|
103,888
|
115,607
|
|||
Additions
|
159
|
—
|
159
|
|||
Lease termination
|
—
|
(103,888)
|
(103,888)
|
|||
Disposals
|
(483)
|
—
|
(483)
|
|||
As of December 31, 2022
|
11,395
|
—
|
11,395
|
|||
Accumulated depreciation
|
||||||
As of January 1, 2022
|
(7,805)
|
(59,008)
|
(66,813)
|
|||
Depreciation charge for the period
|
(926)
|
(2,297)
|
(3,223)
|
|||
Lease termination
|
—
|
61,305
|
61,305
|
|||
Disposals
|
483
|
—
|
483
|
|||
Translation differences
|
(39)
|
—
|
(39)
|
|||
As of December 31, 2022
|
(8,287)
|
—
|
(8,287)
|
|||
Net book value
|
||||||
As of December 31, 2022
|
3,108
|
—
|
3,108
|
|||
Cost
|
||||||
As of January 1, 2021
|
11,719
|
113,329
|
125,048
|
|||
Lease termination
|
—
|
(9,441)
|
(9,441)
|
|||
As of December 31, 2021
|
11,719
|
103,888
|
115,607
|
|||
Accumulated depreciation
|
||||||
As of January 1, 2021
|
(5,916)
|
(57,188)
|
(63,104)
|
|||
Depreciation charge for the period
|
(1,467)
|
(11,261)
|
(12,728)
|
|||
Lease termination
|
—
|
9,441
|
9,441
|
|||
Translation differences
|
(422)
|
—
|
(422)
|
|||
As of December 31, 2021
|
(7,805)
|
(59,008)
|
(66,813)
|
|||
Net book value
|
||||||
As of December 31, 2021
|
3,914
|
44,880
|
48,794
|
|||
As of January 1, 2021
|
5,803
|
56,141
|
61,944
|
(in thousands of $)
|
Goodwill
|
Accumulated
impairment losses
|
Net Carrying
Value
|
Balance as of January 1, 2021, December 31, 2021 and 2022
|
225,273
|
(112,821)
|
112,452
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
Trade payables
|
7,994
|
2,327
|
7,860
|
|||
Accrued voyage expenses
|
38,617
|
18,306
|
16,582
|
|||
Accrued ship operating expenses
|
16,252
|
11,063
|
10,180
|
|||
Accrued administrative expenses
|
9,359
|
3,773
|
7,293
|
|||
Deferred charter revenue
|
—
|
3,124
|
5,687
|
|||
Other
|
9,311
|
4,771
|
7,400
|
|||
Total current trade and other payables
|
81,533
|
43,364
|
55,002
|
|||
Other
|
2,053
|
992
|
3,739
|
|||
Total other non-current payables
|
2,053
|
992
|
3,739
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
U.S. dollar denominated floating rate debt
|
||||||
$252.4 million term loan facility
|
242,908
|
281,009
|
319,112
|
|||
$34.8 million term loan facility
|
34,814
|
39,348
|
43,880
|
|||
$250.7 million term loan facility
|
129,912
|
185,627
|
250,738
|
|||
$100.8 million term loan facility
|
85,399
|
93,075
|
100,750
|
|||
$328.4 million term loan facility (CEXIM)
|
184,981
|
200,255
|
215,529
|
|||
$321.6 million term loan facility (CEXIM)
|
184,183
|
203,163
|
222,145
|
|||
$110.5 million term loan facility (ING)
|
84,469
|
91,709
|
98,949
|
|||
$104.0 million term loan facility (Credit Suisse)
|
100,141
|
98,166
|
105,178
|
|||
$110.5 million term loan facility (Credit Suisse #2)
|
96,125
|
103,116
|
110,107
|
|||
$544.0 million lease financing (ICBCL)
|
459,918
|
490,500
|
521,071
|
|||
$42.9 million term loan facility (Credit Suisse)
|
36,942
|
39,325
|
41,708
|
|||
$62.5 million term loan facility (Credit Agricole)
|
53,820
|
57,292
|
60,764
|
|||
$133.7 million term loan facility (CEXIM)
|
123,367
|
131,229
|
—
|
|||
$58.5 million term loan facility (SEB)
|
55,250
|
58,500
|
—
|
|||
$58.5 million term loan facility (KFW)
|
55,250
|
58,500
|
—
|
|||
$130.0 million term loan facility (DNB)
|
127,562
|
—
|
—
|
|||
$65.0 million term loan facility (ABN)
|
65,000
|
—
|
—
|
|||
$65.0 million term loan facility (ING)
|
64,187
|
—
|
—
|
|||
Total U.S. dollar denominated floating rate debt
|
2,184,228
|
2,130,814
|
2,089,931
|
|||
U.S. dollar denominated fixed rate debt
|
||||||
$275.0 million revolving credit facility
|
209,700
|
209,700
|
60,000
|
|||
Total U.S. dollar denominated fixed rate debt
|
209,700
|
209,700
|
60,000
|
|||
Secured borrowings
|
—
|
—
|
6,251
|
|||
Debt issuance costs
|
(23,113)
|
(24,318)
|
(20,176)
|
|||
Accrued interest expense
|
19,499
|
9,379
|
7,805
|
|||
Total debt
|
2,390,314
|
2,325,575
|
2,143,811
|
|||
Short-term debt and current portion of long-term debt
|
277,854
|
198,665
|
234,887
|
|||
Long-term portion of debt
|
2,112,460
|
2,126,910
|
1,908,924
|
(in thousands of $)
|
December 31,
2021
|
Proceeds
|
Repayments
|
December 31,
2022
|
||||
Total U.S. dollar denominated floating rate debt
|
2,130,814
|
651,248
|
(597,834)
|
2,184,228
|
||||
Total U.S. dollar denominated fixed rate debt
|
209,700
|
—
|
—
|
209,700
|
||||
Secured borrowings
|
—
|
—
|
—
|
—
|
||||
Debt issuance costs
|
(24,318)
|
(23,113)
|
||||||
Accrued interest expense
|
9,379
|
19,499
|
||||||
Total debt
|
2,325,575
|
651,248
|
(597,834)
|
2,390,314
|
||||
Short-term debt and current portion of long-term debt
|
198,665
|
277,854
|
||||||
Long-term portion of debt
|
2,126,910
|
651,248
|
(597,834)
|
2,112,460
|
(in thousands of $)
|
January 1,
2021
|
Proceeds
|
Repayments
|
Other
|
December 31,
2021
|
|||||
Total U.S. dollar denominated floating rate debt
|
2,089,931
|
250,687
|
(209,804)
|
—
|
2,130,814
|
|||||
Total U.S. dollar denominated fixed rate debt
|
60,000
|
149,700
|
—
|
—
|
209,700
|
|||||
Secured borrowings
|
6,251
|
3,481
|
(9,717)
|
(15)
|
—
|
|||||
Debt issuance costs
|
(20,176)
|
(24,318)
|
||||||||
Accrued interest expense
|
7,805
|
9,379
|
||||||||
Total debt
|
2,143,811
|
403,868
|
(219,521)
|
(15)
|
2,325,575
|
|||||
Short-term debt and current portion of long-term debt
|
234,887
|
198,665
|
||||||||
Long-term portion of debt
|
1,908,924
|
403,868
|
(219,521)
|
(15)
|
2,126,910
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
Vessels
|
3,650,325
|
3,466,782
|
3,300,176
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
Debt issuance costs
|
(46,039)
|
(41,691)
|
(31,129)
|
|||
Accumulated amortization
|
22,926
|
17,373
|
10,953
|
|||
|
(23,113)
|
(24,318)
|
(20,176)
|
(in thousands of $)
|
|
|
2023
|
1,103
|
|
2024
|
1,206
|
|
2025
|
1,237
|
|
Total minimum lease payments
|
3,546
|
|
Less: Imputed interest
|
(150)
|
|
Present value of obligations under leases
|
3,396
|
(in thousands of $)
|
|
|
2022
|
12,235
|
|
2023
|
12,753
|
|
2024
|
12,054
|
|
2025
|
12,810
|
|
2026
|
11,705
|
|
Thereafter
|
1,641
|
|
Total minimum lease payments
|
63,198
|
|
Less: Imputed interest
|
(10,496)
|
|
Present value of obligations under leases
|
52,702
|
(in thousands of $)
|
|
|
2023
|
24,090
|
|
2024
|
24,156
|
|
2025
|
15,954
|
|
Total minimum lease payments
|
64,200
|
(in thousands of $)
|
|
|
2022
|
28,968
|
|
Total minimum lease payments
|
28,968
|
|
December 31, 2022
|
December 31, 2021
|
January 1, 2021
|
||||||||
(in thousands of $)
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
|||||
Financial assets measured at fair value through profit or loss
|
|||||||||||
Derivative instruments receivable - non-current
|
53,993
|
53,993
|
9,675
|
9,675
|
—
|
—
|
|||||
Marketable securities
|
236,281
|
236,281
|
2,435
|
2,435
|
8,474
|
8,474
|
|||||
Financial assets not measured at fair value
|
|||||||||||
Cash and cash equivalents
|
254,525
|
254,525
|
113,073
|
113,073
|
174,721
|
174,721
|
|||||
Restricted cash
|
—
|
—
|
—
|
—
|
14,928
|
14,928
|
|||||
Receivables
|
139,467
|
139,467
|
73,532
|
73,532
|
63,924
|
63,924
|
|||||
Loan notes receivable
|
1,388
|
1,388
|
1,388
|
1,388
|
1,388
|
1,388
|
|||||
Financial liabilities measured at fair value
|
|||||||||||
Derivative instruments payable - non current
|
—
|
—
|
5,673
|
5,673
|
19,261
|
19,261
|
|||||
Financial liabilities not measured at fair value
|
|||||||||||
Trade and other payables
|
81,533
|
81,533
|
43,364
|
43,364
|
55,002
|
55,002
|
|||||
Floating rate debt
|
2,201,543
|
2,201,543
|
2,138,009
|
2,138,009
|
2,097,110
|
2,097,110
|
|||||
Fixed rate debt
|
211,884
|
212,203
|
211,884
|
206,552
|
66,876
|
65,348
|
(in thousands of $)
|
Dec 31, 2022
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
|||
Financial assets measured at fair value through profit or loss
|
|||||||
Derivative instruments receivable - non-current
|
53,993
|
—
|
53,993
|
—
|
|||
Marketable securities
|
236,281
|
236,281
|
—
|
—
|
|||
Financial assets not measured at fair value
|
|||||||
Cash and cash equivalents
|
254,525
|
254,525
|
—
|
—
|
|||
Loan notes receivable
|
1,388
|
—
|
1,388
|
—
|
|||
Financial liabilities not measured at fair value
|
|||||||
Floating rate debt
|
2,201,543
|
—
|
2,201,543
|
—
|
|||
Fixed rate debt
|
212,203
|
—
|
—
|
212,203
|
(in thousands of $)
|
Dec 31, 2021
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
|||
Financial assets measured at fair value through profit or loss
|
|||||||
Derivative instruments receivable - non-current
|
9,675
|
—
|
9,675
|
—
|
|||
Marketable securities
|
2,435
|
2,435
|
—
|
—
|
|||
Financial assets not measured at fair value
|
|||||||
Cash and cash equivalents
|
113,073
|
113,073
|
—
|
—
|
|||
Loan notes receivable
|
1,388
|
—
|
1,388
|
—
|
|||
Financial liabilities measured at fair value
|
|||||||
Derivative instruments payable - non current
|
5,673
|
—
|
5,673
|
—
|
|||
Financial liabilities not measured at fair value
|
|||||||
Floating rate debt
|
2,138,009
|
—
|
2,138,009
|
—
|
|||
Fixed rate debt
|
206,552
|
—
|
—
|
206,552
|
(in thousands of $)
|
Jan 1, 2021
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
|||
Financial assets measured at fair value through profit or loss
|
|||||||
Marketable securities
|
8,474
|
8,474
|
—
|
—
|
|||
Financial assets not measured at fair value
|
|||||||
Cash and cash equivalents
|
174,721
|
174,721
|
—
|
—
|
|||
Restricted cash
|
14,928
|
14,928
|
—
|
—
|
|||
Loan notes receivable
|
1,388
|
—
|
1,388
|
—
|
|||
Financial liabilities measured at fair value
|
|||||||
Derivative instruments payable - non current
|
19,261
|
—
|
19,261
|
—
|
|||
Financial liabilities not measured at fair value
|
|||||||
Floating rate debt
|
2,097,110
|
—
|
2,097,110
|
—
|
|||
Fixed rate debt
|
65,348
|
—
|
6,251
|
59,097
|
Financial instruments measured at fair value
|
|||
Type
|
Valuation Techniques
|
Significant unobservable inputs
|
|
Interest rate swaps
|
Fair value was determined based on
the market value.
|
Not applicable.
|
|
Marketable securities
|
Fair value was determined based on
the actual trading of the securities.
|
Not applicable.
|
|
Financial instruments not measured at fair value
|
|||
Type
|
Valuation Techniques
|
Significant unobservable inputs
|
|
Floating rate debt
|
Discounted cash flow.
|
Not applicable.
|
|
Fixed rate debt
|
Discounted cash flow.
|
Discount rate.
|
|
• |
Credit risk
|
|
• |
Liquidity risk
|
|
• |
Market risk (interest rate risk, foreign currency risk, and price risk)
|
Contractual cash flows at December 31, 2022
|
||||||
(in thousands of $)
|
Carrying Value
|
Total
|
Less than 1
year
|
Between 1
and 5 years
|
More than
5 years
|
|
Non derivative financial liabilities
|
||||||
Floating rate debt
|
2,178,430
|
2,201,543
|
275,670
|
1,555,143
|
370,730
|
|
Fixed rate debt
|
211,884
|
211,884
|
2,184
|
209,700
|
—
|
|
Obligations under leases
|
3,396
|
3,396
|
1,024
|
2,372
|
—
|
|
Trade and other payables
|
81,533
|
81,533
|
81,533
|
—
|
—
|
Contractual cash flows at December 31, 2021
|
||||||
(in thousands of $)
|
Carrying Value
|
Total
|
Less than
1 year
|
Between 1
and 5 years
|
More than
5 years
|
|
Non derivative financial liabilities
|
||||||
Floating rate debt
|
2,113,691
|
2,138,009
|
196,481
|
1,279,839
|
661,689
|
|
Fixed rate debt
|
211,884
|
211,884
|
2,184
|
209,700
|
—
|
|
Obligations under leases
|
52,702
|
52,702
|
8,723
|
42,362
|
1,617
|
|
Trade and other payables
|
43,364
|
43,364
|
43,364
|
—
|
—
|
|
Derivative financial liabilities
|
||||||
Interest rate swaps
|
5,673
|
5,673
|
—
|
5,673
|
—
|
Contractual cash flows at January 1, 2021
|
||||||
(in thousands of $)
|
Carrying Value
|
Total
|
Less than
1 year
|
Between 1
and 5 years
|
More than
5 years
|
|
Non derivative financial liabilities
|
||||||
Floating rate debt
|
2,076,935
|
2,097,111
|
168,011
|
1,294,494
|
634,606
|
|
Fixed rate debt
|
66,876
|
66,876
|
66,876
|
—
|
—
|
|
Obligations under leases
|
65,002
|
65,002
|
12,358
|
39,949
|
12,695
|
|
Trade and other payables
|
55,002
|
55,002
|
55,002
|
—
|
—
|
|
Derivative financial liabilities
|
||||||
Interest rate swaps
|
19,261
|
19,261
|
—
|
2,991
|
16,270
|
Notional Amount
|
Inception Date
|
Maturity Date
|
Fixed Interest Rate
|
($000s)
|
|||
150,000
|
February 2019
|
February 2026
|
2.1970%
|
100,000
|
March 2020
|
March 2027
|
0.9750%
|
50,000
|
March 2020
|
March 2027
|
0.6000%
|
100,000
|
March 2020
|
March 2025
|
0.9000%
|
100,000
|
April 2020
|
April 2027
|
0.5970%
|
50,000
|
April 2020
|
April 2025
|
0.5000 %
|
550,000
|
|
• |
safeguard our ability to continue as a going concern, so that we can continue to provide returns for shareholders and benefits for other stakeholders, and
|
|
• |
maintain an optimal capital structure to reduce the cost of capital.
|
Outstanding shares at January 1, 2021
|
197,692,321
|
|
Shares issued under ATM program
|
5,499,658
|
|
Shares issued on exercise of options
|
339,000
|
|
Outstanding shares at December 31, 2021
|
203,530,979
|
|
Shares issued in connection with Euronav share acquisition
|
19,091,910
|
|
Outstanding shares at December 31, 2022
|
222,622,889
|
|
July 2016
|
November 2018
|
December 2021
|
|
Risk free interest rate
|
0.69%
|
2.78%
|
1.04%
|
|
Expected life (years)
|
3.5
|
1.6
|
3.4
|
|
Expected volatility
|
79.80%
|
38.24%
|
58.42%
|
|
Expected dividend yield
|
0.00%
|
0.00%
|
0.00%
|
(in thousands of $)
|
2022
|
2021
|
||||
Charter hire paid (principal and interest)
|
1,980
|
7,830
|
||||
Lease termination (receipts) payments
|
4,456
|
—
|
||||
Lease interest expense
|
937
|
3,895
|
||||
Contingent rental income
|
(623)
|
(3,606)
|
||||
Remaining lease obligation
|
—
|
48,466
|
(in thousands of $)
|
2022
|
2021
|
||
Seatankers Management Co. Ltd
|
866
|
1,810
|
||
SFL
|
3,751
|
2,555
|
||
Golden Ocean
|
3,061
|
3,912
|
||
Seatankers Management Norway AS
|
(516)
|
(461)
|
||
Alta Trading UK Limited
|
5,617
|
2,942
|
||
Seadrill Limited
|
—
|
277
|
||
Archer Limited
|
—
|
143
|
||
Flex LNG Ltd
|
1,242
|
1,637
|
||
Avance Gas
|
2,191
|
2,404
|
||
TFG Marine
|
627
|
786
|
||
Front Ocean Management
|
(1,966)
|
(252)
|
||
Other related parties
|
9
|
208
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
SFL
|
3,505
|
3,886
|
4,835
|
|||
Seatankers Management Co. Ltd
|
1,368
|
1,546
|
3,578
|
|||
Archer Limited
|
—
|
30
|
88
|
|||
Golden Ocean
|
6,964
|
3,376
|
2,336
|
|||
Seadrill Limited
|
—
|
625
|
25
|
|||
Alta Trading UK Limited
|
60
|
280
|
1,263
|
|||
Flex LNG Ltd
|
303
|
425
|
366
|
|||
TFG Marine
|
28
|
199
|
16
|
|||
Avance Gas
|
695
|
737
|
540
|
|||
Front Ocean Management
|
473
|
402
|
—
|
|||
Other related parties
|
89
|
170
|
208
|
|||
|
13,485
|
11,676
|
13,255
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
SFL
|
6,702
|
6,878
|
8,978
|
|||
Seatankers Management Co. Ltd
|
351
|
2,226
|
3,147
|
|||
Golden Ocean
|
8,470
|
6,016
|
2,040
|
|||
Flex LNG Ltd
|
158
|
191
|
143
|
|||
TFG Marine
|
14,831
|
20,605
|
5,369
|
|||
Front Ocean Management
|
286
|
—
|
—
|
|||
Avance Gas
|
450
|
334
|
176
|
|||
|
31,248
|
36,250
|
19,853
|
(in thousands of $)
|
2022
|
2021
|
||||
Total remuneration
|
3,767
|
784
|
||||
of which:
|
||||||
Paid in capacity as directors
|
1,678
|
377
|
||||
Other remuneration
|
2,089
|
407
|
(in thousands of $)
|
2022
|
2021
|
||||
Total fixed remuneration
|
863
|
689
|
||||
of which:
|
||||||
Cost of pension
|
22
|
24
|
||||
Total variable remuneration
|
2,904
|
96
|
||||
of which:
|
||||||
Share based payments
|
2,679
|
96
|
Name
|
Country of
Incorporation
|
Ownership and
Voting Percentage
|
||
Frontline Management (Bermuda) Ltd
|
Bermuda
|
100%
|
||
Frontline Corporate Services Ltd
|
United Kingdom
|
100%
|
||
Frontline Management AS
|
Norway
|
100%
|
||
Frontline 2012 Ltd.
|
Bermuda
|
100%
|
||
Frontline Chartering Services Inc.
|
Liberia
|
100%
|
||
Frontline Shipping Singapore Pte Ltd.
|
Singapore
|
100%
|
||
Frontfleet Ltd
|
Bermuda
|
100%
|
||
Frontfleet II Ltd
|
Bermuda
|
100%
|
||
Front Thor Inc.
|
Liberia
|
100%
|
||
Front Odin Inc.
|
Liberia
|
100%
|
||
Front Loki Inc.
|
Liberia
|
100%
|
||
Front Njord Inc.
|
Liberia
|
100%
|
||
Front Ull Inc
|
Liberia
|
100%
|
||
Front Idun Inc
|
Liberia
|
100%
|
Front King Inc.
|
Liberia
|
100%
|
||
Front Queen Inc.
|
Liberia
|
100%
|
||
Front Sovereign Inc.
|
Liberia
|
100%
|
||
Front Monarch Inc.
|
Liberia
|
100%
|
||
Front Eminence Inc.
|
Liberia
|
100%
|
||
Front Endurance Inc.
|
Liberia
|
100%
|
||
Front Duke Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Front Brage Inc.
|
Liberia
|
100%
|
||
Front Balder Inc.
|
Liberia
|
100%
|
||
Front Challenger Inc.
|
Liberia
|
100%
|
||
Front Crown Inc.
|
Liberia
|
100%
|
||
Front Coral Inc.
|
Liberia
|
100%
|
||
Front Crystal II Inc.
|
Liberia
|
100%
|
||
Front Classic Inc.
|
Liberia
|
100%
|
||
Front Clipper Inc.
|
Liberia
|
100%
|
||
Front Cosmos Inc.
|
Liberia
|
100%
|
||
Front Cascade Inc.
|
Liberia
|
100%
|
||
Front Duchess Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Sea Hull L0037 Corp.
|
Liberia
|
100%
|
||
Sea Hull L0044 Corp.
|
Liberia
|
100%
|
||
Sea Hull L0045 Corp.
|
Liberia
|
100%
|
||
Sea Hull L0046 Corp.
|
Liberia
|
100%
|
||
Front Cheetah Inc.
|
Liberia
|
100%
|
||
Front Cougar Inc.
|
Liberia
|
100%
|
||
Front Aphrodite Inc.
|
Liberia
|
100%
|
||
Front Athena Inc.
|
Liberia
|
100%
|
||
Front Hebe Inc.
|
Liberia
|
100%
|
||
Front Hera Inc.
|
Liberia
|
100%
|
||
Front Altair Inc.
|
Liberia
|
100%
|
||
Front Antares Inc
|
Liberia
|
100%
|
||
Front Vega Inc.
|
Liberia
|
100%
|
||
Front Sirius Inc.
|
Liberia
|
100%
|
||
Front Castor Inc.
|
Liberia
|
100%
|
||
Front Pollux Inc.
|
Liberia
|
100%
|
||
Front Capella Inc.
|
Liberia
|
100%
|
||
Front Polaris Inc.
|
Liberia
|
100%
|
||
Front Earl Inc.
|
Liberia
|
100%
|
||
Front Empire Inc.
|
Liberia
|
100%
|
||
Front Prince I Inc.
|
Liberia
|
100%
|
||
Front Princess I Inc.
|
Liberia
|
100%
|
||
Front Defender Inc.
|
Liberia
|
100%
|
||
Front Discovery Inc.
|
Liberia
|
100%
|
||
Front Cruiser Inc.
|
Liberia
|
100%
|
||
Front Dynamic I Inc.
|
Liberia
|
100%
|
||
Front Favour Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Front Feature Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Front Future Inc.
|
Liberia
|
100%
|
Front Fusion Inc.
|
Liberia
|
100%
|
||
White Flag Ventures XXXVI LLC
|
Republic of the Marshall Islands
|
100%
|
||
White Flag Ventures XXXIX LLC
|
Republic of the Marshall Islands
|
100%
|
||
White Flag Ventures XL LLC
|
Republic of the Marshall Islands
|
100%
|
||
White Flag Ventures XLI LLC
|
Republic of the Marshall Islands
|
100%
|
||
White Flag Ventures XLII LLC
|
Republic of the Marshall Islands
|
100%
|
||
White Flag Ventures XLIII LLC
|
Republic of the Marshall Islands
|
100%
|
||
White Flag Ventures XLIV LLC
|
Republic of the Marshall Islands
|
100%
|
||
White Flag Ventures XLV LLC
|
Republic of the Marshall Islands
|
100%
|
||
White Flag Ventures XLVI LLC
|
Republic of the Marshall Islands
|
100%
|
||
White Flag Ventures XLVII LLC
|
Republic of the Marshall Islands
|
100%
|
||
Hull 3240 Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Hull 3241 Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Hull 3283 Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Hull 3284 Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Hull 3285 Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Hull 3286 Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Front Driva Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Front Nausta Inc.
|
Republic of the Marshall Islands
|
100%
|
||
Frontfleet Chartering Inc.
|
Republic of the Marshall Islands
|
100%
|
Statements of Profit or Loss for the years ended December 31, 2022 and 2021
|
107 |
Statements of Comprehensive Income for the years ended December 31, 2022 and 2021
|
108 |
Statements of Financial Position as of December 31, 2022 and 2021 and January 1, 2021
|
109 |
Statements of Cash Flows for the years ended December 31, 2022 and 2021
|
110 |
Statements of Changes in Equity for the years ended December 31, 2022 and 2021
|
111 |
Notes to Financial Statements
|
112 |
|
Note
|
2022
|
2021
|
|||
|
|
|||||
Share of net profit/(loss) from subsidiaries accounted for using the
equity method
|
8
|
449,647
|
(22,047)
|
|||
Dividends received
|
5, 6
|
1,579
|
18,367
|
|||
451,226
|
(3,680)
|
|||||
Operating expenses
|
|
|||||
Administrative expenses
|
3
|
20,543
|
5,445
|
|||
Total operating expenses
|
20,543
|
5,445
|
||||
Net operating income (loss)
|
430,683
|
(9,125)
|
||||
Other expenses
|
|
|
||||
Net finance expense
|
4
|
(13,267)
|
(8,229)
|
|||
Gain on marketable securities
|
6
|
58,129
|
6,848
|
|||
Total other expenses
|
44,862
|
(1,381)
|
||||
Profit (loss) before income taxes
|
475,545
|
(10,506)
|
||||
Income tax expense
|
5
|
(8)
|
(4,455)
|
|||
Profit (loss) for the period
|
475,537
|
(14,961)
|
||||
Profit (loss) attributable to the shareholders of Frontline plc
|
475,537
|
(14,961)
|
|
Note
|
2022
|
2021
|
|||
Comprehensive income (loss)
|
|
|
||||
Profit (loss) for the period
|
475,537
|
(14,961)
|
||||
Items that may be reclassified to profit or loss:
|
||||||
Foreign currency translation gain
|
226
|
28
|
||||
Other comprehensive income (loss)
|
226
|
28
|
||||
Comprehensive income (loss)
|
475,763
|
(14,933)
|
||||
Comprehensive income (loss) attributable to the shareholders of Frontline plc
|
475,763
|
(14,933)
|
|
Note
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
||||
ASSETS
|
|
|
||||||
Current Assets
|
|
|
||||||
Cash and cash equivalents
|
1,643
|
3,096
|
2,396
|
|||||
Restricted cash
|
10
|
—
|
—
|
1,538
|
||||
Marketable securities
|
6
|
235,511
|
1,895
|
5,926
|
||||
Trade and other receivables
|
7
|
568
|
874
|
6,002
|
||||
Total current assets
|
237,722
|
5,865
|
15,862
|
|||||
Non-current assets
|
|
|||||||
Investments in subsidiaries
|
8
|
2,244,345
|
1,853,624
|
1,660,406
|
||||
Total assets
|
2,482,067
|
1,859,489
|
1,676,268
|
|||||
LIABILITIES AND EQUITY
|
|
|
||||||
Current liabilities
|
|
|
||||||
Short-term debt and current portion of long-term debt
|
10
|
2,184
|
2,184
|
66,876
|
||||
Trade and other payables
|
9
|
8,123
|
4,736
|
3,779
|
||||
Total current liabilities
|
10,307
|
6,920
|
70,655
|
|||||
Non-current liabilities
|
|
|
||||||
Long-term debt
|
10
|
209,700
|
209,700
|
—
|
||||
Other non-current payables
|
9
|
1,689
|
356
|
276
|
||||
Total liabilities
|
221,696
|
216,976
|
70,931
|
|||||
Equity
|
|
|
||||||
Share capital
|
222,623
|
203,531
|
197,692
|
|||||
Additional paid in capital
|
604,687
|
448,291
|
402,021
|
|||||
Contributed surplus
|
1,004,094
|
1,004,094
|
1,004,094
|
|||||
Accumulated other reserves
|
454
|
228
|
200
|
|||||
Retained earnings (deficit)
|
428,513
|
(13,631)
|
1,330
|
|||||
Total equity attributable to the shareholders of Frontline plc
|
2,260,371
|
1,642,513
|
1,605,337
|
|||||
Total liabilities and equity
|
2,482,067
|
1,859,489
|
1,676,268
|
Note
|
2022
|
2021
|
|||
Profit (loss) for the year
|
475,537
|
(14,961)
|
|||
Adjustments to reconcile profit (loss) for the period to net cash provided by operating activities:
|
|||||
Net finance expense
|
4
|
13,267
|
8,229
|
||
Share of results from subsidiaries
|
8
|
(449,647)
|
22,047
|
||
Gain on marketable securities
|
6
|
(58,129)
|
(6,848)
|
||
Changes in operating assets and liabilities:
|
|||||
Trade and other receivables
|
7
|
304
|
5,130
|
||
Trade and other payables
|
9
|
4,721
|
1,036
|
||
Change in restricted cash
|
10
|
—
|
1,538
|
||
Other
|
(2,684)
|
32
|
|||
Distributions received from subsidiaries
|
8
|
113,599
|
59,923
|
||
Interest paid
|
(13,288)
|
(6,695)
|
|||
Interest received
|
29
|
1
|
|||
Net cash provided by (used in) operating activities
|
83,709
|
69,432
|
|||
Investing activities
|
|
|
|||
Purchase of shares
|
6
|
—
|
(357)
|
||
Contributions paid to subsidiaries
|
8
|
(51,769)
|
(275,169)
|
||
Proceeds from sale of marketable securities
|
6
|
—
|
11,236
|
||
Net cash used in investing activities
|
(51,769)
|
(264,290)
|
|||
Financing activities
|
|
|
|||
Net proceeds from issuance of shares
|
12
|
—
|
52,109
|
||
Proceeds from issuance of debt
|
10
|
—
|
153,181
|
||
Repayment of debt
|
10
|
—
|
(9,732)
|
||
Cash dividends paid
|
(33,393)
|
—
|
|||
Net cash provided by financing activities
|
(33,393)
|
195,558
|
|||
Net change in cash and cash equivalents
|
(1,453)
|
700
|
|||
Cash and cash equivalents at beginning of year
|
3,096
|
2,396
|
|||
Cash and cash equivalents at end of year
|
1,643
|
3,096
|
|||
Supplemental disclosure of cash flow information:
|
|
|
|||
Income taxes paid
|
7
|
4,455
|
|
Note
|
2022
|
2021
|
||
Number of shares outstanding
|
|||||
Balance at the beginning of the year
|
203,530,979
|
197,692,321
|
|||
Shares issued on exercise of options
|
12
|
—
|
339,000
|
||
Shares issued under ATM program
|
12
|
—
|
5,499,658
|
||
Shares issued in connection with Euronav share acquisition
|
12
|
19,091,910
|
—
|
||
Balance at the end of the year
|
222,622,889
|
203,530,979
|
|||
Share capital
|
|
|
|||
Balance at the beginning of the year
|
203,531
|
197,692
|
|||
Shares issued on exercise of options
|
12
|
—
|
339
|
||
Shares issued under ATM program
|
12
|
—
|
5,500
|
||
Shares issued in connection with Euronav share acquisition
|
12
|
19,092
|
—
|
||
Balance at the end of the year
|
222,623
|
203,531
|
|||
Additional paid in capital
|
|
|
|||
Balance at the beginning of year
|
448,291
|
402,021
|
|||
Stock compensation expense
|
13
|
—
|
(338)
|
||
Shares issued on exercise of options
|
12
|
—
|
1,593
|
||
Shares issued under ATM program
|
12
|
—
|
45,015
|
||
Shares issued in connection with Euronav share acquisition
|
12
|
156,396
|
—
|
||
Balance at the end of year
|
604,687
|
448,291
|
|||
Contributed surplus
|
|
|
|||
Balance at the beginning of year
|
1,004,094
|
1,004,094
|
|||
Balance at the end of year
|
1,004,094
|
1,004,094
|
|||
Accumulated other reserves
|
|
|
|||
Balance at the beginning of year
|
228
|
200
|
|||
Other comprehensive income (loss)
|
226
|
28
|
|||
Balance at the end of year
|
454
|
228
|
|||
Retained earnings (deficit)
|
|
|
|||
Balance at the beginning of year
|
(13,631)
|
1,330
|
|||
Profit (loss) for the period
|
475,537
|
(14,961)
|
|||
Cash dividends
|
(33,393)
|
—
|
|||
Balance at the end of year
|
428,513
|
(13,631)
|
|||
Total equity attributable to the shareholders of Frontline plc
|
2,260,371
|
1,642,513
|
|||
Total equity
|
2,260,371
|
1,642,513
|
(in thousands of $)
|
2022
|
2021
|
||
Directors fees
|
465
|
329
|
||
Stock compensation expense
|
4,700
|
153
|
||
Office and administrative expenses
|
3,302
|
3,467
|
||
Audit, legal and consultancy
|
12,076
|
1,496
|
||
20,543
|
5,445
|
(in thousands of $)
|
2022
|
2021
|
||
Interest income
|
29
|
1
|
||
Foreign exchange gains
|
17
|
36
|
||
Finance income
|
46
|
37
|
||
Interest expense
|
13,288
|
8,254
|
||
Other financial expenses
|
25
|
12
|
||
Finance expense
|
13,313
|
8,266
|
||
Net finance expense
|
(13,267)
|
(8,229)
|
5.
|
INCOME TAXES
|
(in thousands of $)
|
2022
|
2021
|
||
Balance at the beginning of the year
|
1,895
|
5,926
|
||
Marketable securities acquired
|
167,709
|
357
|
||
Proceeds from sale of marketable securities
|
—
|
(11,236)
|
||
Gain on sale of marketable securities
|
—
|
7,002
|
||
Unrealized gain (loss) on marketable securities held at end of the year
|
65,907
|
(154)
|
||
Balance at the end of the year
|
235,511
|
1,895
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
Prepaid expenses
|
509
|
569
|
165
|
|||
Related party receivables
|
9
|
252
|
161
|
|||
Other receivables
|
50
|
53
|
5,676
|
|||
Total trade and other receivables
|
568
|
874
|
6,002
|
(in thousands of $)
|
2022
|
2021
|
||
Balance at the beginning of the year
|
1,853,624
|
1,660,406
|
||
Net income/(loss) from subsidiaries
|
449,647
|
(22,047)
|
||
Foreign currency translation effects
|
2,904
|
19
|
||
Distributions paid to parent company
|
(113,599)
|
(59,923)
|
||
Contributions received from parent company
|
51,769
|
275,169
|
||
Balance at the end of the year
|
2,244,345
|
1,853,624
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
Trade payables
|
1,345
|
56
|
—
|
|||
Accrued administrative expenses
|
3,158
|
1,092
|
653
|
|||
Related party payables
|
—
|
3,335
|
1,801
|
|||
Other
|
3,620
|
253
|
1,325
|
|||
Total current trade and other payables
|
8,123
|
4,736
|
3,779
|
|||
Other
|
1,689
|
356
|
276
|
|||
Total other non-current payables
|
1,689
|
356
|
276
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
U.S. dollar denominated fixed rate debt
|
||||||
$275.0 million revolving credit facility
|
209,700
|
209,700
|
60,000
|
|||
Total U.S. dollar denominated fixed rate debt
|
209,700
|
209,700
|
60,000
|
|||
Secured borrowings
|
—
|
—
|
6,251
|
|||
Accrued interest expense
|
2,184
|
2,184
|
625
|
|||
Total debt
|
211,884
|
211,884
|
66,876
|
|||
Short-term debt and current portion of long-term debt
|
2,184
|
2,184
|
66,876
|
|||
Long-term portion of debt
|
209,700
|
209,700
|
—
|
(in thousands of $)
|
December 31,
2021
|
Proceeds
|
Repayments
|
December 31,
2022
|
||||
U.S. dollar denominated fixed rate debt
|
||||||||
$275.0 million revolving credit facility
|
209,700
|
—
|
—
|
209,700
|
||||
Total U.S. dollar denominated fixed rate debt
|
209,700
|
—
|
—
|
209,700
|
||||
Accrued interest expense
|
2,184
|
2,184
|
||||||
Total debt
|
211,884
|
—
|
—
|
211,884
|
||||
Short-term debt and current portion of long-term debt
|
2,184
|
2,184
|
||||||
Long-term portion of debt
|
209,700
|
—
|
—
|
209,700
|
(in thousands of $)
|
January 1,
2021
|
Proceeds
|
Repayments
|
December 31,
2021
|
||||
U.S. dollar denominated fixed rate debt
|
||||||||
$275.0 million revolving credit facility
|
60,000
|
149,700
|
—
|
209,700
|
||||
Total U.S. dollar denominated fixed rate debt
|
60,000
|
149,700
|
—
|
209,700
|
||||
Secured borrowings
|
6,251
|
3,481
|
(9,732)
|
—
|
||||
Accrued interest expense
|
625
|
2,184
|
||||||
Total debt
|
66,876
|
153,181
|
(9,732)
|
211,884
|
||||
Short-term debt and current portion of long-term debt
|
625
|
2,184
|
||||||
Long-term portion of debt
|
66,251
|
153,181
|
(9,732)
|
209,700
|
|
December 31, 2022
|
December 31, 2021
|
January 1, 2021
|
||||||||
(in thousands of $)
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
Carrying Value
|
Fair Value
|
|||||
Financial assets measured at fair value through profit or loss
|
|||||||||||
Marketable securities
|
235,511
|
235,511
|
1,895
|
1,895
|
5,926
|
5,926
|
|||||
Financial assets not measured at fair value
|
|||||||||||
Cash and cash equivalents
|
1,643
|
1,643
|
3,096
|
3,096
|
2,396
|
2,396
|
|||||
Restricted cash
|
—
|
—
|
—
|
—
|
1,538
|
1,538
|
|||||
Trade and other receivables
|
568
|
568
|
874
|
874
|
6,002
|
6,002
|
|||||
Financial liabilities not measured at fair value
|
|||||||||||
Trade and other payables
|
9,812
|
9,812
|
5,092
|
5,092
|
4,055
|
4,055
|
|||||
Fixed rate debt
|
211,884
|
212,203
|
211,884
|
206,552
|
66,876
|
65,348
|
(in thousands of $)
|
Dec 31, 2022
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
|||
Financial assets measured at fair value through profit or loss
|
|||||||
Marketable securities
|
235,511
|
235,511
|
—
|
—
|
|||
Financial assets not measured at fair value
|
|||||||
Cash and cash equivalents
|
1,643
|
1,643
|
—
|
—
|
|||
Financial liabilities not measured at fair value
|
|||||||
Fixed rate debt
|
212,203
|
—
|
—
|
212,203
|
(in thousands of $)
|
Dec 31, 2021
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
|||
Financial assets measured at fair value through profit or loss
|
|||||||
Marketable securities
|
1,895
|
1,895
|
—
|
—
|
|||
Financial assets not measured at fair value
|
|||||||
Cash and cash equivalents
|
3,096
|
3,096
|
—
|
—
|
|||
Financial liabilities not measured at fair value
|
|||||||
Fixed rate debt
|
206,552
|
—
|
—
|
206,552
|
(in thousands of $)
|
Jan 1, 2021
Fair Value
|
Level 1
|
Level 2
|
Level 3
|
|||
Financial assets measured at fair value through profit or loss
|
|||||||
Marketable securities
|
5,926
|
5,926
|
—
|
—
|
|||
Financial assets not measured at fair value
|
|||||||
Cash and cash equivalents
|
2,396
|
2,396
|
—
|
—
|
|||
Restricted cash
|
1,538
|
1,538
|
—
|
—
|
|||
Financial liabilities not measured at fair value
|
|||||||
Fixed rate debt
|
65,348
|
—
|
6,251
|
59,097
|
Financial instruments measured at fair value
|
|||
Type
|
Valuation Techniques
|
Significant unobservable inputs
|
|
Marketable securities
|
Fair value was determined based on
the actual trading of the securities.
|
Not applicable.
|
|
Financial instruments not measured at fair value
|
|||
Type
|
Valuation Techniques
|
Significant unobservable inputs
|
|
Fixed rate debt
|
Discounted cash flow.
|
Discount rate.
|
|
• |
Credit risk
|
|
• |
Liquidity risk
|
|
• |
Market risk (interest rate risk, foreign currency risk and price risk)
|
Contractual cash flows at December 31, 2022
|
||||||
(in thousands of $)
|
Carrying Value
|
Total
|
Less than 1 year
|
Between 1 and 5 years
|
More than 5 years
|
|
Non derivative financial liabilities
|
||||||
Fixed rate debt
|
211,884
|
211,884
|
2,184
|
209,700
|
—
|
|
Trade and other payables
|
8,123
|
8,123
|
8,123
|
—
|
—
|
Contractual cash flows at December 31, 2021
|
||||||
(in thousands of $)
|
Carrying Value
|
Total
|
Less than 1 year
|
Between 1 and 5 years
|
More than 5 years
|
|
Non derivative financial liabilities
|
||||||
Fixed rate debt
|
211,884
|
211,884
|
2,184
|
209,700
|
—
|
|
Trade and other payables
|
4,736
|
4,736
|
4,736
|
—
|
—
|
Contractual cash flows at January 1, 2021
|
||||||
(in thousands of $)
|
Carrying Value
|
Total
|
Less than 1 year
|
Between 1 and 5 years
|
More than 5 years
|
|
Non derivative financial liabilities
|
||||||
Fixed rate debt
|
66,876
|
66,876
|
66,876
|
—
|
—
|
|
Trade and other payables
|
3,779
|
3,779
|
3,779
|
—
|
—
|
Outstanding shares at January 1, 2021
|
197,692,321
|
|
Shares issued under at-the-market offering program
|
5,499,658
|
|
Shares issued on exercise of options
|
339,000
|
|
Outstanding shares at December 31, 2021
|
203,530,979
|
|
Shares issued in connection with Euronav share acquisition
|
19,091,910
|
|
Outstanding shares at December 31, 2022
|
222,622,889
|
|
July 2016
|
November 2018
|
December 2021
|
|
Risk free interest rate
|
0.69%
|
2.78%
|
1.04%
|
|
Expected life (years)
|
3.5
|
1.6
|
3.4
|
|
Expected volatility
|
79.80%
|
38.24%
|
58.42%
|
|
Expected dividend yield
|
0.00%
|
0.00%
|
0.00%
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1,
2021
|
|||
SFL
|
—
|
171
|
63
|
|||
Golden Ocean
|
—
|
70
|
64
|
|||
Other related parties
|
9
|
11
|
34
|
|||
|
9
|
252
|
161
|
(in thousands of $)
|
December 31,
2022
|
December 31,
2021
|
January 1
, 2021
|
|||
SFL
|
—
|
781
|
181
|
|||
Seatankers Management Co. Ltd
|
—
|
—
|
914
|
|||
Golden Ocean
|
—
|
2,255
|
432
|
|||
Flex LNG Ltd
|
—
|
165
|
111
|
|||
Avance Gas
|
—
|
134
|
163
|
|||
|
—
|
3,335
|
1,801
|
(in thousands of $)
|
2022
|
2021
|
||||
Total remuneration
|
3,144
|
329
|
(in thousands of $)
|
2022
|
2021
|
||||
Total fixed remuneration
|
465
|
329
|
||||
Total variable remuneration
|
2,679
|
96
|
||||
of which:
|
||||||
Share based payments
|
2,679
|
96
|