0001144204-18-009069.txt : 20180214 0001144204-18-009069.hdr.sgml : 20180214 20180214172943 ACCESSION NUMBER: 0001144204-18-009069 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20180214 FILED AS OF DATE: 20180214 DATE AS OF CHANGE: 20180214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Euronav NV CENTRAL INDEX KEY: 0001604481 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: C9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36810 FILM NUMBER: 18613968 BUSINESS ADDRESS: STREET 1: DE GERLACHEKAAI 20 CITY: ANTWERP STATE: C9 ZIP: 2000 BUSINESS PHONE: 32-3-247-44-11 MAIL ADDRESS: STREET 1: DE GERLACHEKAAI 20 CITY: ANTWERP STATE: C9 ZIP: 2000 6-K 1 tv485862_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February 2018

 

Commission File Number: 001-36810

 

EURONAV NV

 

De Gerlachekaai 20

2000 Antwerpen

Belgium

011-32-3-247-4411

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x     Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨.

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨.

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Exhibit Index

 

Exhibit
No.
   Exhibit
     
99.1   Information About Euronav
     
99.2   Unaudited Condensed Consolidated Interim Financial Statements for the Nine Month Period Ended September 30, 2017
     
99.3   Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Throughout this report, all references to “Euronav,” the "Company,” “we,” “our,” and “us” refer to Euronav NV and its subsidiaries. Unless otherwise indicated, all references to “U.S. dollars,” “USD,” “dollars,” “US$” and “$” in this annual report are to the lawful currency of the United States of America and references to “Euro,” “EUR,” and “€” are to the lawful currency of Belgium.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Matters discussed in this report may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

 

We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are including this cautionary statement in connection therewith. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance, and are not intended to give any assurance as to future results. When used in this document, the words "believe," "expect," "anticipate," "estimate," "intend," "plan," "target," "project," "likely," "may," "will," "would," "could" and similar expressions, terms, or phrases may identify forward-looking statements.

 

The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections.

 

 

 

 

In addition to important factors and matters discussed elsewhere in this report, and in the documents incorporated by reference herein, important factors that, in our view, could cause our actual results and developments to differ materially from those discussed in the forward-looking statements include:

 

·the strength of world economies and currencies;

 

·general market conditions, including the market for our vessels, fluctuations in charter rates and vessel values;

 

·availability of financing and refinancing;

 

·our business strategy and other plans and objectives for growth and future operations;

 

·our ability to successfully employ our existing and newbuilding vessels;

 

·planned capital expenditures and availability of capital resources to fund capital expenditures;

 

·our ability to realize the expected benefits from acquisitions;

 

·potential liability from pending or future litigation;

 

·general domestic and international political conditions;

 

·potential disruption of shipping routes due to accidents or political events;

 

·vessels breakdowns and instances of off-hires;

 

·competition within our industry;

 

·the supply of and demand for vessels comparable to ours;

 

·corruption, piracy, militant activities, political instability, terrorism, ethnic unrest in locations where we may operate;

 

·delays and cost overruns in construction projects;

 

·our level of indebtedness;

 

·our ability to obtain financing and comply with the restrictive and other covenants in our financing arrangements;

 

·our need for cash to meet our debt service obligations;

 

·our levels of operating and maintenance costs, including bunker prices, drydocking and insurance costs;

 

·availability of skilled workers and the related labor costs;

 

·compliance with governmental, tax, environmental and safety regulation;

 

 

 

 

·any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 (FCPA) or other applicable regulations relating to bribery;

 

·general economic conditions and conditions in the oil and natural gas industry;

 

·effects of new products and new technology in our industry;

 

·the failure of counterparties to fully perform their contracts with us;

 

·our dependence on key personnel;

 

·adequacy of insurance coverage;

 

·our ability to obtain indemnities from customers;

 

·changes in laws, treaties or regulations; and

 

·the volatility of the price of our ordinary shares.

 

These factors and the other risk factors described in this report are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. These forward looking statements are not guarantees of our future performance, and actual results and developments may vary materially from those projected in the forward looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  EURONAV NV
  (Registrant)
   
Dated: February 14, 2018  
     
  By: /s/ Hugo De Stoop
    Hugo De Stoop
    Chief Financial Officer

 

 

 

EX-99.1 2 tv485862_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

INFORMATION ABOUT EURONAV

 

Euronav NV (“Euronav”) was incorporated under the laws of Belgium on June 26, 2003 for an indefinite term, and grew out of the combination of certain tanker businesses carried out by three companies that had a strong presence in the shipping industry: Compagnie Maritime Belge NV, or CMB, formed in 1895, Compagnie Nationale de Navigation SA, or CNN, formed in 1938, and Ceres Hellenic Shipping Enterprises Ltd., or Ceres Hellenic, formed in 1950. Euronav’s predecessor started doing business under the name “Euronav” in 1989. Euronav’s Company has the legal form of a public limited liability company (naamloze vennootschap/société anonyme).

 

Euronav’s principal shareholder is Marc Saverys, individually or through Saverco NV, or Saverco, an entity controlled by him. The Saverys family has had a continuous presence in the shipping industry since the early nineteenth century. The Saverys family owned a shipyard that was founded in 1829, owned and operated various shipowning companies since the 1960s, and acquired CMB in 1991.

 

Euronav’s ordinary shares have traded on Euronext Brussels since December 2004. In January 2015, Euronav completed its underwritten initial public offering in the United States of 18,699,000 ordinary shares at $12.25 per share, and Euronav’s ordinary shares commenced trading on the New York Stock Exchange, or NYSE. In March 2015, Euronav completed its offer to exchange unregistered ordinary shares that were previously issued in Belgium (other than ordinary shares owned by Euronav’s affiliates) for ordinary shares that were registered under the Securities Act of 1933, as amended, or the U.S. Exchange Offer, in which an aggregate of 42,919,647 ordinary shares were validly tendered and exchanged. Euronav’s ordinary shares currently trade on the NYSE and Euronext under the symbol “EURN.”

 

Euronav is a fully-integrated provider of international maritime shipping and offshore services engaged primarily in the transportation and storage of crude oil. As of January 19, 2018, Euronav owns or operates a modern fleet of 53 vessels (including four chartered-in vessels and four newbuildings expected to be delivered in 2018) with an aggregate carrying capacity of approximately 13.4 million deadweight tons, or dwt, consisting of 28 very large crude carriers, or VLCCs, one V-plus, 22 Suezmax vessels (including four under construction), and two floating, storage and offloading vessels, or FSOs (both owned and through 50/50 joint ventures). The average age of our fleet as of January 19, 2018 was approximately 8.8 years, as compared to an industry average age as of January 19, 2018 of approximately 9.4 years for the VLCC fleet and 9.6 years for the Suezmax fleet.

 

1 

 

 

Our Fleet

 

Set forth below is certain information regarding our fleet as of January 19, 2018.

 

Vessel Name   Type   Deadweight
Tons (dwt)
  Year
Built
  Shipyard (1)   Charterer   Employment   Charter Expiry
Date (2)
Owned Vessels                            
TI Europe   V-Plus   441,561   2002   Daewoo   Statoil   Time Charter   Mar-18
Sandra   VLCC   323,527   2011   STX       TI Pool    
Sara   VLCC   323,183   2011   STX   Total   Time Charter (3)   Nov-18
Alsace   VLCC   320,350   2012   Samsung       TI Pool   N/A
TI Hellas   VLCC   319,254   2005   Hyundai   Petrobras   Time Charter   Nov-18
Ilma   VLCC   314,000   2012   Hyundai       TI Pool   N/A
Simone   VLCC   313,988   2012   STX       TI Pool   N/A
Sonia   VLCC   314,000   2012   STX       TI Pool   N/A
Ingrid   VLCC   314,000   2012   Hyundai       TI Pool   N/A
Iris   VLCC   314,000   2012   Hyundai       TI Pool   N/A
Nautic   VLCC   307,284   2008   Dalian       TI Pool   N/A
Newton   VLCC   307,284   2009   Dalian       TI Pool   N/A
Nectar   VLCC   307,284   2008   Dalian       TI Pool   N/A
Noble   VLCC   307,284   2008   Dalian       TI Pool   N/A
V.K. Eddie   VLCC   305,261   2005   Daewoo   Petrobras   Time Charter   Aug-18
Hojo   VLCC   302,965   2013   JMU       TI Pool   N/A
Hakone   VLCC   302,624   2010   Universal       TI Pool   N/A
Hirado   VLCC   302,550   2011   Universal       TI Pool   N/A
Hakata   VLCC   302,550   2010   Universal   Total   Time Charter (3)   Sep-18
Antigone   VLCC   299,421   2015   Hyundai       TI Pool   N/A
Anne   VLCC   299,533   2016   Hyundai       TI Pool   N/A
Alex   VLCC   299,445   2016   Hyundai       TI Pool   N/A
Alice   VLCC   299,320   2016   Hyundai       TI Pool   N/A
Aquitaine   VLCC   298,767   2017   Hyundai       TI Pool   N/A
Ardeche   VLCC   298,642   2017   Hyundai       TI Pool   N/A
Cap Diamant   Suezmax   160,044   2001   Hyundai       Spot   N/A
Cap Pierre   Suezmax   159,083   2004   Samsung   Valero   Time Charter (3)   May-18
Cap Leon   Suezmax   159,049   2003   Samsung   Valero   Time Charter (3)   Jul-18
Cap Philippe   Suezmax   158,920   2006   Samsung       Spot   N/A
Cap Guillaume   Suezmax   158,889   2006   Samsung       Spot   N/A
Cap Charles   Suezmax   158,881   2006   Samsung       Spot   N/A
Cap Victor   Suezmax   158,853   2007   Samsung       Spot   N/A
Cap Lara   Suezmax   158,826   2007   Samsung       Spot   N/A
Cap Theodora   Suezmax   158,819   2008   Samsung       Spot   N/A
Cap Felix   Suezmax   158,765   2008   Samsung       Spot   N/A
Fraternity   Suezmax   157,714   2009   Samsung       Spot   N/A
Felicity   Suezmax   157,667   2009   Samsung       Spot   N/A
Capt. Michael   Suezmax   157,648   2012   Samsung       Spot   N/A
Maria   Suezmax   157,523   2012   Samsung       Spot   N/A
Hull S909 (4)   Suezmax   156,600   2018   Hyundai   Valero   Time Charter (3) (6)   N/A
Hull S910 (4)   Suezmax   156,600   2018   Hyundai   Valero   Time Charter (3) (6)   N/A
Hull S911 (4)   Suezmax   156,600   2018   Hyundai   Valero   Time Charter (3) (6)   N/A
Hull S912 (4)   Suezmax   156,600   2018   Hyundai   Valero   Time Charter (3) (6)   N/A
Finesse   Suezmax   149,994   2003   Universal       Spot   N/A
Filikon   Suezmax   149,989   2002   Universal       Spot   N/A
Cap Romuald   Suezmax   146,640   1998   Samsung   Valero   Time Charter (3)   May-18
Cap Jean   Suezmax   146,643   1998   Samsung   Valero   Time Charter (3)   Mar-18
Total DWT—Owned Vessels   11,278,424                    
                         
Vessel Name   Type   Deadweight
Tons (dwt)
  Year
Built
  Shipyard (1)   Charterer   Employment   Chartered-In
Expiry Date
Chartered-In Vessels                            
Nucleus   VLCC   307,284   2007   Dalian       TI Pool   Dec-21
Nautilus   VLCC   307,284   2006   Dalian       TI Pool   Dec-21
Navarin   VLCC   307,284   2007   Dalian       TI Pool   Dec-21
Neptun   VLCC   307,284   2007   Dalian       TI Pool   Dec-21
Total DWT Chartered-In Vessels   1,229,136                    

 

2 

 

 

                            Service Contract Expiry Date
FSO Vessels                            
FSO Africa (5)   FSO   442,000   2002   Daewoo   NOC   Service Contract   Sep-22
FSO Asia (5)   FSO   442,000   2002   Daewoo   NOC   Service Contract   Jul-22
Total DWT  FSO Vessels   884,000                    

 

(1)As used in this prospectus, "Samsung" refers to Samsung Heavy Industries Co., Ltd, "Hyundai" refers to Hyundai Heavy Industries Co., Ltd., "Universal" refers to Universal Shipbuilding Corporation, "Hitachi refers to Hitachi Zosen Corporation, "Daewoo" refers to Daewoo Shipbuilding and Marine Engineering S.A., "JMU" refers to Japan Marine United Corp., Ariake Shipyard, Japan, "Dalian" refers to Dalian Shipbuilding Industry Co. Ltd., and "STX" refers to STX Offshore and Shipbuilding Co. Ltd.
(2)Assumes no exercise by the charterer of any option to extend (if applicable).
(3)Profit sharing component under time charter contracts.
(4)Vessels expected to be delivered to us in the course of 2018.
(5)Vessels in which we hold a 50% ownership interest.
(6)Vessels to be employed after delivery under time charter contract having a term of 7 years.

 

Employment of Euronav’s Fleet

 

Euronav’s tanker fleet is employed worldwide through a combination of primarily spot-market voyage fixtures, including through the TI Pool, fixed-rate contracts and time charters. Euronav deploys its two FSOs as floating storage units under fixed-rate service contracts in the offshore services sector. For the year 2018, Euronav’s fleet is currently expected to have approximately 17,874 available days for hire, of which, as of January 19, 2018, 83.08% are expected to be available to be employed on the spot market, either directly or through the TI Pool (defined below), 11.36% are expected to be available to be employed on fixed-time charters with a profit sharing element and 5.56% are expected to be available to be employed on fixed-time charters without a profit sharing element.

 

Spot Market

 

A spot-market voyage charter is a contract to carry a specific cargo from a load port to a discharge port for an agreed freight per ton of cargo or a specified total amount. Under spot market voyage charters, Euronav pays voyage expenses such as port, canal and bunker costs. Spot-charter rates have historically been volatile and fluctuate due to seasonal changes, as well as general supply and demand dynamics in the crude oil marine transportation sector. Although the revenue Euronav generates in the spot market is less predictable, Euronav believes its exposure to this market provides it with the opportunity to capture better profit margins during periods when vessel demand exceeds supply leading to improvements in tanker charter rates. As of January 19, 2018, Euronav employed 14 of its vessels directly in the spot market.

 

Suezmax Chartering

 

In June 2016, Euronav, together with Diamond S. Management LLC and Frontline Ltd., companies not affiliated with Euronav, formed Suezmax Chartering, a chartering joint venture that creates a single point of contact for cargo owners to access a large fleet of 46 modern Suezmax vessels, including newbuildings, operated on the spot market.

 

Tankers International Pool

 

Euronav principally employs and commercially manages its VLCCs through the Tankers International Pool, or the TI Pool, a leading spot market-oriented VLCC pool in which other shipowners with vessels of similar size and quality participate along with us. We participated in the formation of the TI Pool in 2000 to allow it and other TI Pool participants, consisting of unaffiliated third-party owners and operators of similarly sized vessels, to gain economies of scale, obtain increased cargo, flow of information, logistical efficiency and greater vessel utilization. As of January 19, 2018, the TI Pool was comprised of 37 vessels, including 24 of Euronav’s VLCCs.

 

3 

 

 

By pooling its VLCCs with those of other shipowners, Euronav is able to derive synergies, including (i) the potential for increased vessel utilization by securing backhaul voyages for its vessels, and (ii) the performance of the Contracts of Affreightment, or COAs. Backhaul voyages involve the transportation of cargo on part of the return leg of a voyage. COAs, which can involve backhauls, may generate higher effective time charter equivalent, or TCE, revenues than otherwise might be obtainable directly in the spot market. Additionally, by operating a large number of vessels as an integrated transportation system, the TI Pool offers customers greater flexibility and an additional level of service while achieving scheduling efficiencies. The TI Pool is an owner-focused pool that does not charge commissions to its members, a practice that differs from that of other commercial pools; rather, the TI Pool aggregates gross charter revenues it receives and deducts voyage expenses and administrative costs before distributing net revenues to the pool members in accordance with their allocated pool points, which are based on each vessel's speed, fuel consumption and cargo-carrying capacity. We believe this results in lower TI Pool membership costs, compared to other similarly sized pools. In 2017, TI Pool membership costs were approximately $750 per vessel per day (with each vessel receiving its proportional share of pool membership expenses, excluding pool credit line costs).

 

Tankers (UK) Agencies Ltd., or Tankers International, of which Euronav owns 50% of the outstanding voting shares, is the manager of the pool and is also responsible for the commercial management of the pool participants, including negotiating and entering into vessel employment agreements on behalf of the pool participants. Technical management of the pooled vessels is performed by each shipowner, who bears the operating costs for its vessels.

 

Tankers International and Frontline Management (Bermuda) Ltd., or Frontline, a company not affiliated with Euronav, together formed VLCC Chartering Ltd., a chartering joint venture that has access to the combined fleets of Frontline and the TI Pool, including Euronav’s vessels that are operating in the TI Pool. VLCC Chartering Ltd. commenced operations on October 6, 2014.  Tankers International and Frontline each own 50% of VLCC Chartering Ltd. Euronav believes that VLCC Chartering Ltd. increases its fleet earnings potential while creating greater options for cargo end-users.

 

Time Charters

 

Time charters provide us with a fixed and stable cash flow for a known period of time. Time charters may help Euronav mitigate, in part, its exposure to the spot market, which tends to be volatile in nature, being seasonal and generally weaker in the second and third quarters of the year due to refinery shutdowns and related maintenance during the warmer summer months. In the future, Euronav may when the cycle matures or otherwise opportunistically employ more of its vessels under time charter contracts as the available rates for time charters improve. Euronav may also enter into time-charter contracts with profit-sharing arrangements, which it believes will enable Euronav to benefit if the spot market increases above a base charter rate as calculated either by sharing sub charter profits of the charterer or by reference to a market index and in accordance with a formula provided in the applicable charter contract. As of January 19, 2018, Euronav employed nine of its vessels on fixed-rate time charters with an average remaining duration of six months, including six with profit-sharing components based on a percentage of the excess between the prevailing applicable market rate and the base charter rate.

 

FSOs and Offshore Service Contracts

 

Euronav currently deploys its two FSOs in the offshore services sector as floating storage units under service contracts with North Oil Company, the operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited. As our tanker vessels age, we may seek to extend their useful lives by employing such vessels on long-term offshore projects at rates higher than may otherwise be achieved in the time-charter market, or sell such vessels to third-party owners in the offshore conversion market at a premium. 

 

Technical and Commercial Management of our Vessels

 

Most of Euronav’s vessels are technically managed in-house through our wholly-owned subsidiaries, Euronav Ship Management SAS, Euronav SAS and Euronav Ship Management (Hellas) Ltd. Its in-house technical management services include providing technical expertise necessary for all vessel operations, supervising the maintenance, upkeep and general efficiency of vessels, arranging and supervising newbuilding construction, drydocking, repairs and alterations, and developing, implementing, certifying and maintaining a safety management system.

 

4 

 

 

In addition to Euronav’s in-house fully integrated technical management, Euronav utilizes from time to time the services of experienced third party managers. The independent technical managers typically have specific teams dedicated to Euronav’s vessels and are supervised by our in house oversight team. Euronav currently contract Wallem Ship Management for one of Euronav’s owned VLCCs and Anglo Eastern Ship Management (through one of their subsidiaries - Univan Ship Management International Limited) for two of Euronav’s owned VLCCs and two VLCCs that we have on bareboat charter. The services provided by Euronav’s third party technical management are very similar to Euronav’s own technical management and involves part or all of the day-to-day management of vessels.

 

Euronav’s VLCCs are commercially managed by Tankers International while operating in the TI Pool. All of the participants in the TI Pool collectively pay a pool management fee equivalent to the costs of running the pool business, excluding voyage expenses, interest adjustments and administration costs, including legal, banking and other professional fees. The net charge is the pool administration cost, which is apportioned to each vessel by calendar days. During the year ended December 31, 2017, Euronav paid an aggregate of $7.4 million for the commercial management of Euronav’s vessels operating in the TI Pool.

 

Euronav’s Suezmax vessels trading in the spot market are commercially managed by Euronav (UK) Agencies Ltd., our London commercial department. Commercial management services include securing employment for Euronav’s vessels.

 

Euronav’s time chartered vessels, both VLCCs and Suezmax vessels, are managed by Euronav’s operations department based in Antwerp.

 

Directors and Executive Management

 

Set forth below are the names, ages and positions of Euronav’s Directors and Executive Officers as of January 19, 2018. Euronav’s Board of Directors is elected annually on a staggered basis, and each director holds office for a term of maximum four years, until his or her term expires or until his or her death, resignation, removal or the earlier termination of his or her term of office. Any Director whose term expires is eligible for re-election. Officers are appointed from time to time by Euronav’s Board of Directors and hold office until a successor is appointed or their employment is terminated. The business address of each of Euronav’s Directors and Executive Officers listed below is Euronav NV, Belgica House, De Gerlachekaai 20, 2000 Antwerp, Belgium.

 

Biographical information concerning the Directors and Executive Officers listed above is set forth below.

 

Name   Age   Position   Date of Expiry of
Current Term
(for Directors)
Carl Steen     67   Chairman of the Board of Directors   Annual General Meeting 2018
Daniel R. Bradshaw     71   Director   Annual General Meeting 2019
William Thomson     70   Director   Annual General Meeting 2018
Anne-Hélène Monsellato     50   Director   Annual General Meeting 2018
Ludovic Saverys     34   Director   Annual General Meeting 2018
Grace Reksten Skaugen   64   Director   Annual General Meeting 2020
Patrick Rodgers     58   Chief Executive Officer and Director   Annual General Meeting 2020
Hugo De Stoop     45   Chief Financial Officer    
Alex Staring     52   Chief Operating Officer    
Egied Verbeeck     43   General Counsel    
An Goris     40   Secretary General    
Brian Gallagher   47   Head of Investor Relations    

 

5 

 

 

Carl Steen, our Chairman, was co-opted as director and appointed Chairman of our Board of Directors with effect immediately after the meeting of Euronav’s Board of Directors on December 3, 2015. Mr. Steen is also a member of Euronav’s Audit and Risk Committee. He graduated from the Eidgenössische Technische Hochschule in Zurich, Switzerland in 1975 with a M.Sc. in Industrial and Management Engineering. After working as a consultant in a logistical research and consultancy company, he joined a Norwegian shipping company in 1978 with primary focus on business development. Five years later, in 1983, he joined Christiania Bank and moved to Luxembourg, where he was responsible for Germany, and later, the Corporate division. In 1987, Mr. Steen became Senior Vice president within the Shipping Division in Oslo and in 1992, he took charge of the Shipping/Offshore and Transport Division. When Christiania Bank merged with Nordea in 2001, he was made Executive Vice President within the newly formed organization while adding the International Division to his responsibilities. Mr. Steen remained Head of Shipping, Offshore and Oil services and the International Division until 2011. Since leaving Nordea, Mr. Steen has become a non-executive director for the following listed companies in the finance, shipping and logistics sectors: Golar LNG Limited (NASDAQ: GLNG) and Golar LNG Partners LP (NASDAQ: GMLP), both part of the same group and where he also sits on the audit committee, Wilh Wilhelmsen and Belships.

 

Daniel R. Bradshaw, one of Euronav’s directors, serves and has served on Euronav’s Board of Directors since 2004, and is a member of Euronav’s Audit and Risk Committee and the chairman of our Corporate Governance and Nomination Committee. Since 2014, Mr. Bradshaw also serves as Independent Director of GasLog Partners LP (NYSE: GLOP), a Marshall Islands limited partnership. Since 2010, he has served as an Independent non-executive Director of IRC Limited, a company listed in Hong Kong, which operates iron mines in far eastern Russia, and which is an affiliate of Petropavlovsk PLC, a London-listed mining and exploration company. Since 2006, Mr. Bradshaw has been an Independent non-executive Director of Pacific Basin Shipping Company Limited, a company listed in Hong Kong and operating in the Handysize bulk carrier sector. Since 1978, Mr. Bradshaw has worked at Johnson Stokes & Master, now Mayer Brown JSM, in Hong Kong, from 1983 to 2003, as a Partner and since 2003, as a Senior Consultant. From 2003 until 2008, Mr. Bradshaw was a member of the Hong Kong Maritime Industry Council. From 1993 to 2001, he served as Vice-Chairman of the Hong Kong Shipowners' Association and was a member of the Hong Kong Port and Maritime Board until 2003. Mr. Bradshaw began his career with the New Zealand law firm Bell Gully and in 1974, joined the international law firm Sinclair Roche & Temperley in London. Mr. Bradshaw obtained a Bachelor of Laws and a Master of Laws degree at the Victoria University of Wellington (New Zealand).

 

William Thomson, one of Euronav’s directors, serves and has served on Euronav’s Board of Directors since 2011 and is a member of Euronav’s Remuneration Committee and Euronav’s Audit and Risk Committee. Currently, and since 2005, Mr. Thomson holds a Directors’ mandate in Latsco, established to operate under the British Tonnage Tax Regime Very Large Gas Carriers (VLGC), long-range and medium-range vessels. From 1980 to 2008, Mr. Thomson has been Chairman in several maritime and other companies including Forth Ports Plc, British Ports Federation and Relayfast, and the North of England P&I club. Mr. Thomson previously served as a Director of Trinity Lighthouse Service, Tibbett and Britten and Caledonian McBrayne. From 1970 to 1986, he was a Director with Ben Line, for which he worked in, amongst others, Japan, Indonesia, Taiwan and Edinburgh. In 1985, he established Edinburgh Tankers and five years later, Forth and Celtic Tankers. After serving with the army for three years, Mr. Thomson began his professional career with Killick Martin Shipbrokers in London.

 

Anne-Hélène Monsellato, one of Euronav’s directors, serves and has served on Euronav’s Board of Directors since her appointment at the AGM of May 2015, and is the Chairman of Euronav’s Audit and Risk Committee and a member of Euronav’s Corporate Governance and Nomination Committee. Under article 96 paragraph 1, 9° of the Belgian Company Code and for purposes applicable for corporate governance regulations she also serves as the Audit and Risk Committee financial expert. Since June 2017, Mrs. Monsellato has served on the board of directors of Genfit S.A., a biopharmaceutical company listed on Euronext, and is the chairman of its Audit Committee.  Mrs. Monsellato is an active member of the French National Association of Directors and of the Selection Committee of Femmes Business Angels since 2013. In addition, she is serving as the Vice President and Treasurer of the Mona Bismarck American Center for Art and Culture, a U.S. public foundation based in New York. From 2005 until 2013, Mrs. Monsellato served as a partner with Ernst & Young (now EY), Paris, after having served as Auditor/Senior, Manager and Senior Manager for the firm starting in 1990. During her time at EY, she gained extensive experience in cross border listing transactions, in particular with the U.S. She has been a Certified Public Accountant in France since 2008, and graduated from EM Lyon in 1990 with a degree in Business Management.

 

6 

 

 

Ludovic Saverys, one of Euronav’s directors, serves and has served on Euronav’s Board of Directors since 2015 and is a member of Euronav’s Remuneration Committee and Euronav’s Corporate Governance and Nomination Committee. Mr. Saverys currently serves as Chief Financial Officer of CMB NV and as General Manager of Saverco NV. He also serves as Chief Financial Officer and Director of Hunter Maritime Acquisition Corp. (NASDAQ: HUNT), a blank check company listed on NASDAQ. During the time he lived in New York, Mr. Saverys served as Chief Financial Officer of MiNeeds Inc. from 2011 until 2013 and as Chief Executive Officer of SURFACExchange LLC from 2009 until 2013. He started his career as Managing Director of European Petroleum Exchange (EPX) in 2008. From 2001 until 2007 he followed several educational programs at universities in Leuven, Barcelona and London from which he graduated with M. Sc. degrees in International Business and Finance.

 

Grace Reksten Skaugen, one of our directors, serves and has served on the Board of Directors since the AGM of 12 May 2016 as an independent director and is the Chairman of the Remuneration Committee and a member of the Corporate Governance and Nomination Committee. Grace Reksten Skaugen is a member of the HSBC European Senior Advisory Council (ESAC). In 2009, she founded Infovidi Board Services Ltd, an independent consulting company. From 2002 until 2015, she was a member of the Board of Directors of Statoil ASA. At present, she is Deputy Chairman of Orkla ASA, a Board member of Investor AB and Lundin Petroleum AB and Chairman of NAXS Noric Access Buyout A/S. In 2006, she was one of the founders of the Norwegian Institute of Directors, of which she continues to be a member of the Board. From 1994 until 2002 she was a Director in Corporate Finance in SEB Enskilda Securities in Oslo. She has previously worked in the fields of venture capital and shipping in Oslo and London and has carried out research in microelectronics at Columbia University in New York. She has a doctorate in Laser Physics from Imperial College of Science and Technology, University of London. In 1993 she obtained an MBA from the BI Norwegian School of Management.

 

Patrick Rodgers serves and has served on Euronav’s Board of Directors since June 2003 and has been a member of Euronav’s Executive Committee since 2004. Mr. Rodgers was appointed Chief Financial Officer of the predecessor of the Company in 1998 and has been Chief Executive Officer since 2000. Since 2005, Mr. Rodgers has held various directorships in companies belonging to the CMB and Euronav Group. Mr. Rodgers currently serves as Director and Chairman of the International Tanker Owners Pollution Federation Fund, since 2011. From 1990 to 1995, Mr. Rodgers worked at CMB group as an in-house lawyer, and subsequently, as Shipping Executive. Mr. Rodgers began his career in 1982 as a trainee lawyer with Keene Marsland & Co. In 1984, he joined Bentley, Stokes & Lowless as a qualified lawyer, and in 1986, he joined Johnson, Stokes & Master in Hong Kong as a Solicitor. Mr. Rodgers graduated in law from University College London in 1981, and from the College of Law, Guildford in 1982.

 

Hugo De Stoop joined Euronav in September 2004 and was appointed Deputy CFO and Head of Investor Relations and was appointed CFO as of 1 January 2008. Mr. De Stoop started his career with Mustad International Group, an industrial group with over 30 companies located in five continents where he worked as a Project Manager on various assignments in the U.S., Europe and Latin America, in order to integrate recently acquired subsidiaries. He founded First Tuesday in America (the world’s largest meeting place for high tech entrepreneurs, venture capitalists and companies), helped develop the network in the U.S. and in Latin America and was appointed member of the Board of Directors of First Tuesday International.. He then joined Davos Financial Corp. London, an external investment manager for UBS, specialized in asset management and private equity, where he became an Associate and later a Vice President. He conducted several transactions, including private placement in public equities (PIPE) and investments in real estate. Mr. De Stoop studied in Oxford, Madrid and Brussels and graduated from école polytechnique (ULB) with a Master of Science in engineering. He also holds an MBA from INSEAD (France and Singapore).

 

7 

 

 

Alex Staring serves and has served as our Chief Operating Officer since 2005. He has also been in charge of our offshore segment since July 2010. Captain Staring serves and has served as a member of our Executive Committee since 2005. Captain Staring has been a Director of Euronav Hong Kong Ltd. since 2007, a Director of Euronav SAS and Euronav Ship Management since 2002 and a Director of Euronav Luxembourg SA since 2000. In 2000, international shipping companies, AP Moller, Euronav, Frontline, OSG, Osprey Maritime and Reederei'Nord' Klaus E Oldendorff consolidated the commercial management of their VLCCs by operating them in a pool, Tankers International, of which Captain Staring became Director of Operations. In 1988, Captain Staring gained his master's and chief engineer's license and spent the majority of his time at sea on Shell Tankers and CMB tankers, the last 3 years of which he attained the title of Master. From 1997 to 1998, Captain Staring headed the SGS S.A. training and gas centre. In 1998, Captain Staring rejoined CMB and moved to London to head the operations team at their subsidiary, Euronav UK. Captain Staring graduated with a degree in Maritime Sciences from the Maritime Institute in Flushing, The Netherlands and started his career at sea in 1985.

 

Egied Verbeeck serves and has served as General Counsel of Euronav since 2009 and became a member of the Executive Committee of the Company in January 2010. From 2006 until June 2014, Mr. Verbeeck served as Secretary General of the Company. Prior to joining Euronav, he was a managing associate at Linklaters De Bandt from 1999-2005. Mr. Verbeeck has been a Director of Euronav Ship Management SAS since 2012, a Director of Euronav Hong Kong Ltd. since 2007 and a Director of Euronav Luxembourg S.A. since 2008. Mr. Verbeeck graduated in law from the Catholic University of Louvain in 1998. He also holds a Master Degree in international business law from Kyushu University (Japan) as well as a postgraduate degree in corporate finance from the Catholic University of Louvain.

 

An Goris serves and has served as Secretary General of the Company since June 2014, in which capacity, she is responsible for the general corporate affairs of the Company. From 2011 to 2014, Ms. Goris served as legal counsel to the Company. She became a member of the Antwerp Bar when joining Linklaters in 2001, where she gained extensive experience in corporate law, mergers and acquisitions and finance. In 2008, she joined Euroclear as a legal manager where she worked for both the local central securities depository Euroclear Belgium, as well as the international central securities depository, Euroclear Bank. An Goris graduated in law from the University of Antwerp in 2000. She also holds a Master's Degree in law from Oxford University, International Business Law (Paris, University René Descartes) and in Corporate Law (Catholic Universities of Louvain and Brussels). Ms. Goris is a native Dutch speaker and is fluent in English and French. She is also a sworn legal translator for English and French into Dutch.

 

Brian Gallagher serves and has served as Head of Investor Relations of the Company since March 2014. Mr. Gallagher began his fund management career at the British Coal Pension fund unit, CIN Management, before moving to Aberdeen Asset Management in 1996. Managing and marketing a range of UK investment products, Mr. Gallagher progressed to Murray Johnstone in 1999 and then was headhunted by Gartmore Investment Management in 2000 to manage a range of UK equity income products. In 2007, he then set up a retail fund at UBS Global Asset Management before switching into Investor Relations as IR Director at APR Energy in 2011. Mr. Gallagher graduated in Economics from Birmingham University in 1992.

 

Recent Developments

 

On April 20, 2017 we signed an additional two long-term time charter contracts of seven years each with Valero Energy Inc. for Suezmax vessels with specialized Ice Class 1C capability starting in late 2018. This brings to four the number of long-term (seven years) Suezmax time charter contracts we have within our portfolio. In order to fulfil these contracts, we ordered an additional two high specification Ice Class Suezmax vessels from Hyundai Heavy Industries shipyard in South Korea. Additional specifications for these vessels include substantially increased steel structure, specific emissions controls and other bespoke operational capabilities. Delivery of these vessels is expected in the second half of 2018 when each of the time charter contracts will begin.

 

On May 11, 2017, our General Meeting of Shareholders approved the annual accounts for the year ended 31 December 2016, as well as the gross dividend of USD 0.22 per share.

 

On May 14, 2017, our joint ventures with International Seaways, Inc. signed a contract for five years for the FSO Africa and FSO Asia in direct continuation of the current contractual service. The contract was signed with North Oil Company, the new operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & Gas Limited and Total E&P Golfe Limited. The new contracts for these custom-made 3 million barrels capacity units which have been significantly converted and that have been serving the Al-Shaheen field without interruption since 2010 have a duration of five years which started when the former contracts with Maersk Oil Qatar expired, during the third quarter of 2017.

 

8 

 

 

On May 31, 2017, Euronav Luxembourg SA, one of our wholly owned subsidiaries, successfully completed a new senior unsecured bond issue of USD 150 million with a coupon of 7.50% and maturity in May 2022. The net proceeds from the bond issue will be used for general corporate purposes.

 

On May 23, 2017, the Group sold the VLCC TI Topaz (2002 – 319,430 dwt), one of its two oldest VLCC vessels, for USD 21.0 million. The loss on that sale of USD 21.0 million, was recorded in the second quarter. Following the sale, the availability of the revolver under the USD 750 million facility was reduced by USD 19.5 million. The vessel was delivered to its new owner on June 9, 2017.

 

On June 6, 2017, the Group signed an agreement with BNP to act as dealer for a Treasury Notes Program with a maximum outstanding amount of 50 million Euro. The Treasury Notes are issued on an as needed basis with different durations and initial pricing is set to 60bps over Euribor.

 

On October 23, 2017, the Company announced that the 150.0 million USD senior unsecured bonds issued by Euronav Luxembourg S.A. and guaranteed by Euronav NV are listed on the Oslo Stock Exchange as of that date.

 

On November 10, 2017, the Company sold the VLCC Flandre (2004 – 305,688 dwt) for USD 45.0 million to a global supplier and operator of offshore floating platforms. The Company recorded a gain of USD 20.3 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on December 20, 2017 and will be converted into an FSPO by her new owner and will therefore leave the worldwide VLCC trading fleet.

 

On November 16, 2017, the Company sold the Suezmax Cap Georges (1998 – 146,652 dwt) for USD 9.3 million. The Company recorded a gain of USD 8.5 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on November 29, 2017.

 

On November 17, 2017, the Company sold the VLCC Artois (2001 – 298,330 dwt) for USD 21.8 million. The Artois was the oldest vessel in the Company’s VLCC fleet. The Company recorded a gain of USD 7.7 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on December 4, 2017.

 

On December 21, 2017, Euronav announced that the Company has reached an agreement on a stock-for-stock merger for the entire issued and outstanding share capital of Gener8 Maritime, Inc. (“Gener8”) pursuant to which Gener8 would become a wholly-owned subsidiary of Euronav. The “Exchange Ratio“ of 0.7272 Euronav shares for each share of Gener8 is expected to result in the issuance of approximately 60.9 million new Euronav shares to Gener8 shareholders. The Exchange Ratio implies a premium of 35% paid on Gener8 shares based on the closing share prices on 20 December 2017. The merger will result in Euronav shareholders owning approximately 72% of the issued share capital of the combined entity and Gener8 shareholders owning approximately 28% (based on the fully diluted share capital of Euronav and the fully diluted share capital of Gener8). The merger is subject to the approval of Gener8’s shareholders, the consent of certain of Gener8’s lenders to assign certain debt facilities to the combined entity, the effectiveness of a registration statement to be filed by Euronav with the U.S. Securities and Exchange Commission (the “SEC”) to register the Euronav shares to be issued in the merger (the “New Registration Statement”), the listing of such shares on the New York Stock Exchange (the “NYSE”) and other customary closing conditions. Certain of these closing conditions are substantive, and these conditions have not yet been met. The Gener8 shares will be contributed to Euronav in application of the Belgian Companies Code procedure of a capital increase through contribution in kind. The increase of the Euronav share capital will occur under the existing authorized capital of USD 150.0 million.

 

9 

 

EX-99.2 3 tv485862_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Condensed consolidated interim financial statements

for the nine-month period ended September 30, 2017

(in thousands of USD)

 

   Note  September 30, 2017   December 31, 2016 
ASSETS             
              
Non-current assets             
Vessels  8   2,364,003    2,383,163 
Assets under construction  8   50,634    86,136 
Other tangible assets  8   676    777 
Intangible assets     86    156 
Receivables     173,916    183,914 
Investments in equity accounted investees  17   29,221    18,413 
Deferred tax assets     2,414    964 
              
Total non-current assets      2,620,950    2,673,523 
              
Current assets             
Trade and other receivables  15   142,489    166,342 
Current tax assets     136    357 
Cash and cash equivalents     97,199    206,689 
              
Total current assets      239,824    373,388 
              
TOTAL ASSETS      2,860,774    3,046,911 
              
EQUITY and LIABILITIES             
              
Equity             
Share capital     173,046    173,046 
Share premium     1,215,227    1,215,227 
Translation reserve     528    120 
Treasury shares  9   (16,102)   (16,102)
Retained earnings     454,064    515,665 
              
Equity attributable to owners of the Company      1,826,763    1,887,956 
              
Non-current liabilities             
Bank loans  11   697,375    966,443 
Other notes  11   147,482     
Other payables  12   553    533 
Employee benefits     3,314    2,846 
Provisions         38 
              
Total non-current liabilities      848,724    969,860 
              
Current liabilities             
Trade and other payables  12   78,778    69,859 
Current tax liabilities     39     
Bank loans  11   47,361    119,119 
Other borrowings  11   59,030     
Provisions     79    117 
Total current liabilities      185,287    189,095 
              
TOTAL EQUITY and LIABILITIES      2,860,774    3,046,911 

 

The accompanying notes on pages 7 to 27 are an integral part of these condensed consolidated interim financial statements.

 

1 

 

 

Condensed consolidated statement of profit or loss

(in thousands of USD except per share amounts)

 

      2017   2016 
   Note  Jan. 1 - Sep. 30, 2017   Jan. 1 - Sep. 30, 2016 
Shipping income             
Revenue  6   395,390    537,984 
Gains on disposal of vessels/other tangible assets  8   20    13,821 
Other operating income     3,882    5,533 
Total shipping income      399,292    557,338 
              
Operating expenses             
Voyage expenses and commissions  7   (47,778)   (43,077)
Vessel operating expenses  7   (116,475)   (122,838)
Charter hire expenses  7   (23,329)   (14,794)
Loss on disposal of vessels/other tangible assets  8   (21,027)   (2)
Loss on disposal of investments in equity accounted investees         (24,150)
Depreciation tangible assets  8   (173,373)   (168,510)
Depreciation intangible assets     (72)   (75)
General and administrative expenses     (33,132)   (32,634)
Total operating expenses      (415,186)   (406,080)
              
RESULT FROM OPERATING ACTIVITIES      (15,894)   151,258 
              
Finance income     5,258    3,465 
Finance expenses     (36,662)   (32,218)
Net finance expenses      (31,404)   (28,753)
              
Share of profit (loss) of equity accounted investees (net of income tax)  17   28,029    31,558 
              
PROFIT (LOSS) BEFORE INCOME TAX      (19,269)   154,063 
              
Income tax benefit (expense)     1,297    (301)
              
PROFIT (LOSS) FOR THE PERIOD      (17,972)   153,762 
              
Attributable to:             
Owners of the company     (17,972)   153,762 
              
Basic earnings per share  10   (0.11)   0.97 
Diluted earnings per share  10   (0.11)   0.97 
              
Weighted average number of shares (basic)  10   158,166,534    158,294,412 
Weighted average number of shares (diluted)  10   158,295,721    158,491,433 

 

The accompanying notes on pages 7 to 27 are an integral part of these condensed consolidated interim financial statements.

 

2 

 

 

Condensed consolidated statement of comprehensive income

(in thousands of USD)

 

      2017   2016 
   Note  Jan. 1 - Sep. 30, 2017   Jan. 1 - Sep. 30, 2016 
            
Profit/(loss) for the period      (17,972)   153,762 
              
Other comprehensive income, net of tax             
Items that will never be reclassified to profit or loss:             
Remeasurements of the defined benefit liability (asset)          
              
Items that are or may be reclassified to profit or loss:             
Foreign currency translation differences     408    350 
              
Equity-accounted investees - share of other comprehensive income  17   483    925 
              
Other comprehensive income, net of tax      891    1,275 
              
Total comprehensive income for the period      (17,081)   155,037 
              
Attributable to:             
 Owners of the company      (17,081)   155,037 

 

The accompanying notes on pages 7 to 27 are an integral part of these condensed consolidated interim financial statements.

 

3 

 

 

Condensed consolidated statement of changes in equity

(in thousands of USD)

 

   Note  Share
capital
   Share
premium
   Translation
reserve
   Treasury
shares
   Retained
earnings
   Capital
and
reserves
   Total
equity
 
                                
Balance at January 1, 2016      173,046    1,215,227    (50)   (12,283)   529,808    1,905,748    1,905,748 
                                       
Profit (loss) for the period                     153,762    153,762    153,762 
Total other comprehensive income             350        925    1,275    1,275 
Total comprehensive income              350        154,687    155,037    155,037 
                                       
Transactions with owners of the company                                      
Dividends to equity holders                     (217,412)   (217,412)   (217,412)
Treasury shares sold                 (3,819)   (2,338)   (6,157)   (6,157)
Equity-settled share-based payment                     308    308    308 
Total transactions with owners                  (3,819)   (219,442)   (223,261)   (223,261)
                                       
Balance at September 30, 2016      173,046    1,215,227    300    (16,102)   465,053    1,837,524    1,837,524 
                                       
                                
   Note  Share
capital
   Share
premium
   Translation
reserve
   Treasury
shares
   Retained
earnings
   Capital
and
reserves
   Total
equity
 
                                
Balance at January 1, 2017      173,046    1,215,227    120    (16,102)   515,665    1,887,956    1,887,956 
                                       
Profit (loss) for the period                     (17,972)   (17,972)   (17,972)
Total other comprehensive income             408        483    891    891 
Total comprehensive income              408        (17,489)   (17,081)   (17,081)
                                       
Transactions with owners of the company                                      
Dividends to equity holders  9                   (44,349)   (44,349)   (44,349)
Equity-settled share-based payment  9                   237    237    237 
Total transactions with owners                      (44,112)   (44,112)   (44,112)
                                       
Balance at September 30, 2017      173,046    1,215,227    528    (16,102)   454,064    1,826,763    1,826,763 

 

The accompanying notes on pages 7 to 27 are an integral part of these condensed consolidated interim financial statements.

 

4 

 

 

Condensed consolidated statement of cash flows

(in thousands of USD)

 

      2017   2016 
   Note  Jan. 1 - Sep. 30, 2017   Jan. 1 - Sep. 30, 2016 
Cash flows from operating activities             
Profit (loss) for the period      (17,972)   153,762 
              
Adjustments for:      195,923    176,136 
Depreciation of tangible assets  8   173,373    168,510 
Depreciation of intangible assets     72    75 
Loss (gain) on disposal of investments in equity accounted investees         24,150 
Provisions     (86)   (584)
Tax (benefits)/expenses     (1,297)   301 
Share of profit of equity-accounted investees, net of tax  17   (28,029)   (31,558)
Net finance expense     31,404    28,753 
(Gain)/loss on disposal of assets  8   21,007    (13,819)
Equity-settled share-based payment transactions     237    308 
Amortization of deferred capital gain     (758)    
              
Changes in working capital requirements      20,655    59,031 
Change in cash guarantees     (47)   79 
Change in trade receivables     12,767    1,958 
Change in accrued income     (381)   14,896 
Change in deferred charges     (6,128)   (3,880)
Change in other receivables     17,604    55,836 
Change in trade payables     342    (1,177)
Change in accrued payroll     (294)   (337)
Change in accrued expenses     109    (2,425)
Change in deferred income     (3,806)   (5,931)
Change in other payables     50    (118)
Change in provisions for employee benefits     439    130 
              
Income taxes paid during the period     107    (17)
Interest paid     (25,777)   (25,010)
Interest received     483    144 
Dividends received from equity-accounted investees  17   1,250    1,778 
              
Net cash from (used in) operating activities      174,669    365,824 
              
Acquisition of vessels  8   (160,297)   (281,691)
Proceeds from the sale of vessels  8   20,790    38,016 
Acquisition of other tangible assets  8   (103)   (154)
Acquisition of intangible assets     (1)   (18)
Proceeds from the sale of other (in)tangible assets     28     
Loans from (to) related parties  17   26,500    22,047 
Proceeds from capital decreases in joint ventures  17       3,737 
Acquisition of subsidiaries, net of cash acquired         (6,755)
              
Net cash from (used in) investing activities      (113,083)   (224,818)
              
(Purchase of) Proceeds from sale of treasury shares  9       (6,157)
Proceeds from new borrowings  11   550,044    387,300 
Repayment of borrowings  11   (681,438)   (367,960)
Transaction costs related to issue of loans and borrowings  11   (5,874)    
Dividends paid  9   (34,645)   (194,764)
              
Net cash from (used in) financing activities      (171,913)   (181,581)
              
Net increase (decrease) in cash and cash equivalents      (110,327)   (40,575)
              
Net cash and cash equivalents at the beginning of the period     206,689    131,663 
Effect of changes in exchange rates     837    (404)
              
Net cash and cash equivalents at the end of the period     97,199    90,684 

 

The accompanying notes on pages 7 to 27 are an integral part of these condensed consolidated interim financial statements.

 

5 

 

 

Notes to the consolidated financial statements
for the nine-month period ended September 30, 2017

 

Note 1 - Basis of preparation

 

Note 2 - Changes in significant accounting policies

 

Note 3 - Changes in consolidation scope

 

Note 4 - Significant events

 

Note 5 - Segment reporting

 

Note 6 - Revenue

 

Note 7 - Expenses for shipping activities

 

Note 8 - Property, plant and equipment

 

Note 9 - Equity

 

Note 10 - Earnings per share

 

Note 11 - Interest-bearing loans and borrowings

 

Note 12 - Trade and other payables

 

Note 13 - Financial instruments

 

Note 14 - Deferred tax assets and liabilities

 

Note 15 - Trade and other receivables

 

Note 16 - Contingencies

 

Note 17 - Equity-accounted investees

 

Note 18 - Subsequent events

 

Note 19 - Standards issued but not yet effective

 

6 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Euronav NV (the “Company”) is a company domiciled in Belgium. The address of the Company’s registered office is De Gerlachekaai 20, 2000 Antwerpen, Belgium. The condensed consolidated interim financial statements of the Company comprise the Company and its subsidiaries (together referred to as Euronav or the “Group”) and the Group’s interest in associates and joint ventures.

 

Note 1 - Basis of preparation

 

These condensed consolidated interim financial statements for the nine-month period ended September 30, 2017 have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS annual financial statements and should therefore be read in conjunction with the consolidated financial statements for the year ended December 31, 2016 that have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”), collectively “IFRS”.

 

The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2016.

 

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on February 14, 2018.

 

Note 2 - Changes in significant accounting policies

 

A summary of the Company's significant accounting policies can be found in the Company's consolidated financial statements for the year ended December 31, 2016.

 

The accounting policies and calculation methods adopted in the preparation of the condensed consolidated interim financial statements are consistent with those applied in the consolidated financial statements for the year ended December 31, 2016, that have been prepared in accordance with IFRS.

 

No new standards, amendments to standards or interpretations became effective for annual periods beginning on or after January 1, 2017.

 

Note 3 - Changes in consolidation scope

 

In comparison to the consolidation scope for the year ended December 31, 2016, no new subsidiaries were established or acquired, nor were there any sales or liquidations of subsidiaries.

 

7 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 4 - Significant events

 

On January 12, 2017, and January 20, 2017, Euronav took delivery of the VLCCs Ardeche (2017 – 298,642 dwt) and Aquitaine (2017 – 298,768 dwt) respectively.

 

On January 30, 2017, the Group signed a loan agreement with DNB Bank for a nominal amount of USD 110.0 million with the purpose of financing the two VLCCs, as mentioned above. On April 25, 2017, following a successful syndication with DNB Bank ASA, as Agent and Security Trustee, the loan was replaced with a new Korean Export Credit facility for a nominal amount of USD 108.5 million with Korea Trade Insurance Corporation or “K-sure” as insurer, and ING and ABN Amro as co-bookrunners. The new facility is comprised of (i) a USD 27.1 million commercial tranche, which bears interest at LIBOR plus a margin of 1.95% per annum and (ii) a USD 81.4 million insured tranche by K-sure which bears interest at LIBOR plus a margin of 1.50% per annum. The facility is repayable over a term of 12 years, in 24 installments at successive six month intervals, each in the amount of USD 3.6 million together with a balloon installment of USD 21.7 million payable with the 24th installment on January 12, 2029.

 

On April 20, 2017, the Group signed an additional two long-term time charter contracts of seven years each with Valero Energy Inc., for Suezmax vessels with specialized Ice Class 1C starting in the second half of 2018. In order to fulfil these contracts, the Group has ordered an additional two high specification Ice Class Suezmax vessels from Hyundai Heavy Industries shipyard in South Korea. Additional specifications for these vessels include substantially increased steel structure, specific emissions controls and other bespoke operational capabilities. Delivery of these vessels is expected in the second half of 2018 when each of the time charter contracts will begin.

 

On May 14, 2017, the joint ventures between the Group and International Seaways, signed a contract for five years for the FSO Africa and FSO Asia in direct continuation of the current contractual service. The contract was signed with North Oil Company, the new operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & gas Limited and Total E&P Golfe Limited.

 

On May 23, 2017, the Group sold the VLCC TI Topaz (2002 – 319,430 dwt), one of its two oldest VLCC vessels, for USD 21.0 million. The loss on that sale of USD 21.0 million was recorded in the second quarter. Following the sale, the availability of the revolver under the USD 750 million facility was reduced by USD 19.5 million. The vessel was delivered to its new owner on June 9, 2017.

 

On May 31, 2017, the Group successfully completed a new senior unsecured bond issue of USD 150 million with a fixed coupon of 7.50% and maturity in May 2022. The net proceeds from the bond issue will be used for general corporate purposes. DNB Markets, Nordea and Arctic Securities AS acted as joint lead managers in connection with the placement of the bond issue.

 

On June 6, 2017, the Group signed an agreement with BNP to act as dealer for a Treasury Notes Program with a maximum outstanding amount of 50 million Euro. The Treasury Note is issued on an as needed basis with different durations and initial pricing is set to 60bps over Euribor.

 

8 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 5 - Segment reporting

 

The Group distinguishes two operating segments: the operation of crude oil tankers on the international markets (Tankers) and the floating production, storage and offloading operations (FSO/FpSO). These two divisions operate in completely different markets, where in the latter the assets are tailor made or converted for specific long term projects. The tanker market requires a different marketing strategy as this is considered a very volatile market, contract duration is often less than two years and the assets are to a large extent standardized. The segment profit or loss figures and key assets as set out below are presented to the executive committee on at least a quarterly basis to help the key decision makers in evaluating the respective segments. The Chief Operating Decision Maker (CODM) also receives the information per segment based on proportionate consolidation for the joint ventures and not by applying equity accounting. The reconciliation between the figures of all segments combined with the consolidated statements of financial position and profit or loss is presented in a separate column Equity-accounted investees.

 

The Group did not identify any relevant geographic areas.

 

(in thousands of USD)  For the nine month period ended   For the nine month period ended 
   September 30, 2017   September 30, 2016 
   Tankers   FSO   Less:
Equity-
accounted
investees
   Total   Tankers   FSO   Less:
Equity-
accounted
investees
   Total 
                                 
Revenue   395,419    47,152    (47,181)   395,390    557,792    48,755    (68,563)   537,984 
                                         
Profit (loss) before income tax   (47,281)   26,135    1,877    (19,269)   127,995    26,183    (115)   154,063 
                                 
(in thousands of USD)  September 30, 2017   December 31, 2016 
   Tankers   FSO   Less:
Equity-
accounted
investees
   Total   Tankers   FSO   Less:
Equity-
accounted
investees
   Total 
                                 
Non-current assets   2,596,985    185,300    (161,335)   2,620,950    2,676,821    195,584    (198,882)   2,673,523 
                                         
Current assets   240,221    16,038    (16,435)   239,824    375,037    43,048    (44,697)   373,388 
                                         
TOTAL ASSETS   2,837,206    201,338    (177,770)   2,860,774    3,051,858    238,632    (243,579)   3,046,911 
                                         
Equity   1,803,147    23,617    (1)   1,826,763    1,892,836    (4,879)   (1)   1,887,956 
                                         
Non-current liabilities   848,724    177,261    (177,261)   848,724    969,860    204,630    (204,630)   969,860 
                                         
Current liabilities   185,335    460    (508)   185,287    189,162    38,881    (38,948)   189,095 
                                         
TOTAL LIABILITIES   2,837,206    201,338    (177,770)   2,860,774    3,051,858    238,632    (243,579)   3,046,911 

 

9 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 6 - Revenue

 

   For the nine month period ended 
(in thousands of USD)  September 30, 2017   September 30, 2016 
         
Pool Revenue   189,891    271,418 
Spot Voyages   112,280    162,584 
Time Charters   93,219    103,982 
Total revenue   395,390    537,984 

 

The decrease in revenue is mostly related to the decrease in pool and spot voyage revenue which is due to lower freight market conditions.

 

10 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 7 - Expenses for shipping activities

 

Voyage expenses and commissions

 

   For the nine month period ended 
(in thousands of USD)  September 30, 2017   September 30, 2016 
         
Voyage related expenses   (43,923)   (37,736)
Commissions paid   (3,855)   (5,341)
Total voyage expenses and commissions   (47,778)   (43,077)

 

The majority of voyage expenses are bunkers, port costs and agent fees paid to operate the vessels on the spot market. These expenses increased in the first nine months of 2017 compared to the same period in 2016 because a lower proportion of vessels were on time charter contract in the first nine months of 2017, compared to the same period in 2016. For vessels under a time charter contract, voyage expenses are paid by the charterer and for vessels operated on the spot market, voyage expenses are paid by the ship owner.

 

Vessel operating expenses

 

   For the nine month period ended 
(in thousands of USD)  September 30, 2017   September 30, 2016 
         
Operating expenses   (108,317)   (113,672)
Insurance   (8,158)   (9,166)
Total vessel operating expenses   (116,475)   (122,838)

 

The operating expenses relate mainly to the crewing, technical and other costs to operate tankers. In the first nine months of 2017 these expenses were lower compared to the same period in 2016 because technical operating expenses were lower thanks to cost optimization strategies applied in 2017.

 

Charter hire expenses

 

   For the nine month period ended 
(in thousands of USD)  September 30, 2017   September 30, 2016 
         
Charter hire   (63)   (14,794)
Bare boat hire   (23,266)    
Total charter hire expenses   (23,329)   (14,794)

 

The decrease in charter hire is mainly due to the redelivery of the two previously chartered-in vessels, the VLCC KHK Vision and the Suezmax Suez Hans, to their owners on October 27, 2016 and November 27, 2016 respectively.

 

The bareboat charter-hire expenses in the first nine months of 2017 are entirely attributable to the sale and leaseback agreement of four VLCCs (Nautilus, Navarin, Neptun and Nucleus), under a five year bareboat contract agreed on December 16, 2016.

 

11 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 8 - Property, plant and equipment

 

(in thousands of USD)  Vessels   Vessels under
construction
   Other tangible assets   Total PPE 
                 
At January 1, 2017                    
Cost   3,748,135    86,136    2,373    3,836,644 
Depreciation & impairment losses   (1,364,972)       (1,596)   (1,366,568)
Net carrying amount   2,383,163    86,136    777    2,470,076 
                     
Acquisitions   122,131    38,166    103    160,400 
Disposals and cancellations   (41,817)       (8)   (41,825)
Depreciation charges   (173,142)       (231)   (173,373)
Transfers   73,668    (73,668)        
Translation differences           35    35 
Balance at September 30, 2017   2,364,003    50,634    676    2,415,313 
                     
At September 30, 2017                    
Cost   3,813,489    50,634    2,439    3,866,562 
Depreciation & impairment losses   (1,449,486)       (1,763)   (1,451,249)
Net carrying amount   2,364,003    50,634    676    2,415,313 

 

On January 12 and January 20, 2017, Euronav took delivery of the VLCCs Ardeche (2017 – 298,642 dwt) and the VLCC Aquitaine (2017 - 298,768 dwt).

 

In 2017, the Cap Lara, Captain Michael, Alsace, Iris, Navarin, Simone, Ilma, Nucleus, Neptun, Sonia, Filikon and TI Europe have been dry-docked. The cost of planned repairs and maintenance is capitalized and included under the heading Acquisitions and is depreciated over their estimated useful life (3-5 years).

 

Disposal of assets – Gains/losses

 

(in thousands of USD)  Acquisitions   Sale price   Book Value   Gain   Deferred
Gain
   Loss 
Famenne - Sale       38,016    (24,195)   13,821         
Other                       (2)
At September 30, 2016        38,016    (24,195)   13,821        (2)
                         
   Acquisitions   Sale price   Book Value   Gain   Deferred
Gain
   Loss 
TI Topaz - Sale       20,790    41,817            (21,027)
Other       28    8    20         
At September 30, 2017        20,818    41,825    20        (21,027)

 

On May 23, 2017, the Company sold the VLCC TI Topaz (2002 – 319,430 dwt), for a net sale price of USD 20.8 million. The loss on that sale of USD 21.0 million was recorded upon delivery of the vessel to its new owner in the second quarter of 2017.

 

12 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 8 - Property, plant and equipment (Continued)

 

Impairment

 

Tankers

 

Euronav defines its cash generating unit as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit.

 

The Group has performed an impairment test for tankers whereby the carrying amount of an asset or CGU is compared to its recoverable amount, which is the greater of its value in use and its fair value less cost to sell. In assessing value in use, the following assumptions were used:

 

10 year historical average spot freight rates are used as forecast charter rates
Weighted Average Cost of Capital ('WACC') of 7.50% (2016: 6.43%)
20 year useful life with residual value equal to zero

 

Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are subject to judgement. The impairment test did not result in a requirement to record an impairment loss as at September 30, 2017. Even with an increase of the WACC of 300 bps to 10.5%, there was no need to record an impairment loss as at September 30, 2017.

 

Recognizing that the transportation of crude oil and petroleum products is cyclical and subject to significant volatility based on factors beyond Euronav's control, Euronav believes the use of estimates based on the 10-year historical average rates calculated as of the reporting date to be reasonable as historically it is, and continues to be, the most appropriate reflection of a typical shipping cycle. When using 5-year historical charter rates in this impairment analysis, the impairment analysis, as at September 30, 2017, indicates an impairment in a total amount of USD 0.6 million for the tanker fleet (December 31, 2016: no impairment), and when using 1-year historical charter rates in this impairment analysis, the impairment analysis, as at September 30, 2017, indicates an impairment in a total amount of USD 633.5 million for the tanker fleet (December 31, 2016: no impairment).

 

FSO

 

For FSOs the impairment assessment has been based on a value in use calculation to estimate the recoverable amount from the vessel. This method is chosen as there is no efficient market for transactions of FSO vessels as each vessel is often purposely built for specific circumstances. In assessing value in use, the following assumptions were used:

 

Weighted Average Cost of Capital ('WACC') of 7.50% (2016: 6.43%)
25 year useful life with residual value equal to zero

 

This assessment did not result in a requirement to record an impairment loss as at September 30, 2017. Even with an increase of the WACC of 300 bps to 10.5%, there was no need to record an impairment loss as at September 30, 2017. The value in use calculation for FSOs is based on the remaining useful life of the vessels as of the reporting date, and is based on fixed daily rates as well as management's best estimate of daily rates for future periods.

 

The FSO Asia and the FSO Africa were on a timecharter contract to Maersk Oil Qatar until July 22, 2017 and September 22, 2017, respectively. On May 14, 2017, the joint ventures between the Group and International Seaways, signed a contract for five years for the FSO Africa and FSO Asia in direct continuation of the current contractual service. The contract was signed with North Oil Company, the new operator of the Al-Shaheen oil field, whose shareholders are Qatar Petroleum Oil & gas Limited and Total E&P Golfe Limited.

 

13 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 8 - Property, plant and equipment (Continued)

 

Security

 

All tankers financed with bank loans are subject to a mortgage to secure bank loans.

 

Vessels on order or under construction

 

The group has 4 vessels under construction as at September 30, 2017 for an aggregate amount of USD 50.6 million. The amounts presented within "Vessels under construction" relate to four Ice Class Suezmax vessels from Hyundai Heavy Industries of which the first two vessels will be delivered in the first half of 2018 and the other two vessels in the second half of 2018.

 

Capital commitment

 

As at September 30, 2017 the Group's total capital commitments amount to USD 198.3 million (2016: USD 208.8 million).

 

(in thousands of USD)  As at December 31, 2016 payments scheduled for 
   TOTAL   2017   2018   2019 
Commitments in respect of VLCCs   97,035    97,035         
Commitments in respect of Suezmaxes   111,793    24,843    86,950     
Total   208,828    121,878    86,950     
     
   As at September 30, 2017 payments scheduled for 
   TOTAL   2017   2018   2019 
Commitments in respect of VLCCs                
Commitments in respect of Suezmaxes   198,293    12,371    185,922     
Total   198,293    12,371    185,922     

 

These can be detailed as follows:

 

At December 31, 2016, Euronav held the option to purchase an additional two Ice Class Suezmax vessels from Hyundai Heavy Industries. Euronav exercised this option in the second quarter of 2017 which brings the number to four ordered Ice Class Suezmax vessels (see previous page).

 

14 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 9 - Equity

 

Translation reserve

 

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations.

 

Treasury shares

 

As of September 30, 2017 Euronav owned 1,042,415 of its own shares. In the nine month period ended September 30, 2017 Euronav did not buy back or dispose of any own shares.

 

Dividends

 

On May 11, 2017, the Annual Shareholders' meeting approved a full year dividend of 0.77 per share. Taking into account the interim dividend approved in August 2016 in the amount of USD 0.55 per share, the dividend paid after the AGM was USD 0.22 per share. The dividend to holders of Euronav shares trading on Euronext Brussels was paid in EUR at the USD/EUR exchange rate of the record date. During its meeting of August 9, 2017, the Board of Directors of Euronav approved an interim dividend for the first semester 2017 of USD 0.06 per share. The interim dividend of USD 0.06 per share was payable as from October 5, 2017. The interim dividend to holders of Euronext shares was paid in EUR at the USD/EUR exchange rate of the record date. The total amount of dividends declared in the first nine months of 2017 was USD 44.3 million. The total amount of dividends paid in the first nine months of 2017 was USD 34.6 million.

 

Share-based payment arrangements

 

On December 16, 2013, the Group established a share option program that entitles key management personnel to purchase existing shares in the Company. Under the program, holders of vested options are entitled to purchase shares at the market price of the shares at the grant date. Currently this program is limited to key management personnel. In the nine month period ended September 30, 2017, the holders did not exercise any options. The key terms and conditions did not change after December 31, 2013. The compensation expense related to this share option program was recognized in prior periods and therefore, this program did not have any impact on the consolidated statement of profit or loss for the nine month period ended September 30, 2017.

 

Long term incentive plan 2015

 

The Group's Board of Directors implemented in 2015 a long term incentive plan ('LTIP') for key management personnel. Under the terms of this LTIP, the beneficiaries will obtain 40% of their respective LTIP in the form of Euronav stock options, with vesting over three years and 60% in the form of restricted stock units ('RSU's'), with cliff vesting on the third anniversary. In total 236,590 options and 65,433 RSU's were granted on February 12, 2015. Vested stock options may be exercised until 13 years after the grant date. The stock options have an exercise price of EUR 10.0475 and are equity-settled. All of the stock options and RSUs granted on February 12, 2015 remained outstanding as of September 30, 2017. The fair value of the stock options was measured using the Black Scholes formula. The fair value of the RSUs was measured with reference to the Euronav share price at the grant date. The total employee benefit expense recognized in the consolidated statement of profit or loss in the nine month period ended September 30, 2017 with respect to the LTIP 2015 was USD 0.2 million.

 

15 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 9 – Equity (Continued)

 

Long term incentive plan 2016

 

The Group's Board of Directors implemented in 2016 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 54,616 phantom stock units were granted on February 2, 2016 and all remain outstanding as of September 30, 2017. The LTIP 2016 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2016, measured based on the Company’s share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation expense recognized in the consolidated statement of profit or loss in the nine month period ended September 30, 2017 was USD 0.3 million.

 

Long term incentive plan 2017

 

The Group's Board of Directors implemented in 2017 an additional long term incentive plan for key management personnel. Under the terms of this LTIP, key management personnel are eligible to receive phantom stock unit grants. Each phantom stock unit grants the holder a conditional right to receive an amount of cash equal to the fair market value of one share of the company on the settlement date. The phantom stock units will mature one-third each year on the second, third and fourth anniversary of the award. In total a number of 66,449 phantom stock units were granted on February 9, 2017 and all remain outstanding as of September 30, 2017. The LTIP 2017 qualifies as a cash-settled share-based payment transaction. The Company recognizes a liability in respect of its obligations under the LTIP 2017, measured based on the Company’s share price at the reporting date, and taking into account the extent to which the services have been rendered to date. The compensation expense recognized in the consolidated statement of profit or loss in the nine month period ended September 30, 2017 was USD 0.2 million.

 

16 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 10 - Earnings per share

 

Basic earnings per share

 

The calculation of basic earnings per share at September 30, 2017 was based on a result attributable to ordinary shares of USD (17,972,293) (September 30, 2016: USD 153,762,030) and a weighted average number of ordinary shares outstanding during the nine month period ended September 30, 2017 of 158,166,534 (September 30, 2016: 158,294,412), calculated as follows:

 

Result attributable to ordinary shares

 

   For the nine month period ended 
(in thousands of USD except share and per share
information)
  September 30, 2017   September 30, 2016 
         
Result for the period   (17,972)   153,762 
Weighted average   158,166,534    158,294,412 
Basic earnings per share (in USD)   (0.11)   0.97 

 

Weighted average number of ordinary shares

 

(in shares)  Shares issued   Treasury shares   Shares outstanding   Weighted number
of shares
 
                 
On issue at January 1, 2017   159,208,949    1,042,415    158,166,534    158,166,534 
Issuance of shares                
Purchases of treasury shares                
Withdrawal of treasury shares                
Sales of treasury shares                
On issue at September 30, 2017   159,208,949    1,042,415    158,166,534    158,166,534 

 

Diluted earnings per share

 

For the nine months ended September 30, 2017, the diluted earnings per share (in USD) amount to (0.11) (2016: 0.97). At September 30, 2017, 236,590 outstanding options granted under the LTIP 2015 were excluded from the diluted weighted average number of ordinary shares calculation because their effect would have been anti-dilutive (September 30, 2016: 236,590 options).

 

Weighted average number of ordinary shares (diluted)

 

The table below shows the potential weighted number of shares that could be created if all stock options and restricted stock units were to be converted into ordinary shares.

 

(in shares)  September 30, 2017   September 30, 2016 
         
Weighted average of ordinary shares outstanding (basic)   158,166,534    158,294,412 
           
Effect of share-based payment arrangements   129,187    197,021 
           
Weighted average number of ordinary shares (diluted)   158,295,721    158,491,433 

 

The share-based payment arrangements can give rise to dilution at September 30, 2017.

 

17 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 11 - Interest-bearing loans and borrowings

 

   Bank loans   Other notes   Other borrowings   Total 
More than 5 years   330,491            330,491 
Between 1 and 5 years   635,952            635,952 
More than 1 year   966,443            966,443 
Less than 1 year   119,119            119,119 
At January 1, 2017   1,085,562            1,085,562 
                     
New loans   341,014    150,000    59,030    550,044 
Scheduled repayments   (41,688)           (41,688)
Early repayments   (639,750)           (639,750)
Other changes   (402)   (2,518)       (2,920)
Balance at September 30, 2017   744,736    147,482    59,030    951,248 
                     
More than 5 years   162,585            162,585 
Between 1 and 5 years   534,790    147,482        682,272 
More than 1 year   697,375    147,482        844,857 
Less than 1 year   47,361        59,030    106,391 
Balance at September 30, 2017   744,736    147,482    59,030    951,248 

 

The amounts shown under “New loans” and “Early repayments” include drawdowns and repayments under revolving credit facilities.

 

Bank loans

 

Terms and debt repayment schedule

 

The terms and conditions of outstanding loans were as follows:

 

(in thousands of USD)           September 30, 2017   December 31, 2016 
   Curr.  Nominal
interest rate
  Year
of
mat.
  Facility
size
   Drawn   Carrying
value
   Facility
size
   Drawn   Carrying
value
 
Secured vessels loan 192M  USD  libor +2.25%  2021   111,666    111,666    110,020    143,571    143,571    141,501 
Secured vessels Revolving loan 148M*  USD  libor +2.25%  2021   147,559            147,559    63,700    63,700 
Secured vessels Revolving loan 750M*  USD  libor +1.95%  2022   527,957    355,000    350,104    636,536    612,050    605,806 
Secured vessels Revolving loan 409.5M*  USD  libor +2.25%  2023   386,140    120,500    116,883    409,500    222,036    217,600 
Secured vessels loan 76M  USD  libor +1.95%  2020   24,625    24,625    24,625    27,813    27,813    27,813 
Secured vessels loan 67.5M  USD  libor +1.5%  2020   26,165    26,165    26,165    29,143    29,143    29,143 
Secured vessels loan 27.1M  USD  libor +1.95%  2029   27,138    26,911    24,801             
Secured vessels loan 81.4M  USD  libor +1.50%  2029   81,413    78,020    77,139             
Unsecured bank facility 60M  USD  libor +2.25%  2020   60,000    15,000    15,000    60,000         
Total interest-bearing bank loans   1,392,662    757,888    744,736    1,454,121    1,098,312    1,085,562 

 

The facility size of the vessel loans can be reduced if the value of the collateralized vessels falls under a certain percentage of the outstanding amount under that loan.

 

* The total amount available under the Revolving Credit Facility depends on the total value of the fleet of tankers securing the facility.

 

18 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 11 - Interest-bearing loans and borrowings (Continued)

 

On January 30, 2017, the Group signed a loan agreement with DNB Bank for a nominal amount of USD 110.0 million with the purpose of financing the two VLCCs, as mentioned above. On April 25, 2017, following a successful syndication with DNB Bank ASA, as Agent and Security Trustee, the loan was replaced with a new Korean Export Credit facility for a nominal amount of USD 108.5 million with Korea Trade Insurance Corporation or “K-sure” as insurer, and ING and ABN Amro as co-bookrunners. The new facility is comprised of (i) a USD 27.1 million commercial tranche, which bears interest at LIBOR plus a margin of 1.95% per annum and (ii) a USD 81.4 million insured tranche by K-sure which bears interest at LIBOR plus a margin of 1.50% per annum. The facility is repayable over a term of 12 years, in 24 installments at successive six month intervals, each in the amount of USD 3.6 million together with a balloon installment of USD 21.7 million payable with the 24th installment on January 12, 2029. The K-sure insurance premium and other related transaction costs for a total amount of USD 3.2 million are amortized over the lifetime of the instrument using the effective interest rate method.

 

The facility agreement contains a provision that entitles the lenders to require us to prepay to the lenders, on January 12, 2024, with 180 days’ notice, their respective portion of any advances granted to us under the facility. The facility agreement also contains provisions that allow the remaining lenders to assume an outgoing lender’s respective portion(s) of the advances made to us or to allow us to suggest a replacement lender to assume the respective portion of such advances.

 

Other notes

 

(in thousands of USD)           September 30, 2017   December 31, 2016 
   Curr.  Nominal
interest rate
  Year
of
mat.
  Facility
size
   Drawn   Carrying
value
   Facility
size
   Drawn   Carrying
value
 
Unsecured notes  USD  7.50%  2022   150,000    150,000    147,482             
Total other notes            150,000    150,000    147,482             

 

On May 31, 2017, the Group successfully completed a new senior unsecured bond issue of USD 150 million with a fixed coupon of 7.50% and maturity in May 2022. The net proceeds from the bond issue are being used for general corporate purposes. DNB Markets, Nordea and Arctic Securities AS acted as joint lead managers in connection with the placement of the bond issue. The related transaction costs for a total of USD 2.7 million are amortized over the lifetime of the instrument using the effective interest rate method.

 

Other borrowings

 

On June 6, 2017, the Group signed an agreement with BNP to act as dealer for a Treasury Notes Program with a maximum outstanding amount of 50 million Euro. The Treasury Notes are issued on an as needed basis with different durations not exceeding 1 year, and initial pricing is set to 60 bps over Euribor. The company enters into FX forward contracts to manage the transaction risks related to these instruments issued in Euro compared to the USD Group currency. The FX contracts have a same nominal amount and duration as the issued Treasury Notes and they are measured at fair value with changes in fair value recognized in the consolidated statement of profit or loss. On September 30, 2017, the fair value of these forward contracts amounted to USD 0.6 million.

 

19 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 12 - Trade and other payables

 

(in thousands of USD)  September 30, 2017   December 31, 2016 
         
Advances received on contracts in progress, between 1 and 5 years   553    533 
Total non-current other payables   553    533 
Trade payables   18,449    18,107 
Accrued payroll   2,287    2,581 
Dividends payable   9,710    7 
Accrued expenses   29,354    29,245 
Accrued interest   4,742    1,150 
Deferred income   9,940    13,746 
Other payables   4,296    5,023 
Total current trade and other payables   78,778    69,859 

 

The dividend payable of USD 9.7 million as of September 30, 2017 relates to the interim dividend for the first semester 2017 of USD 0.06 per share which was payable as from October 5, 2017.

 

Other payables are mainly related to the deferred gain of USD 5.0 million which was the difference between the fair value and the sale price of the four VLCCs of the sale and leaseback entered into on December 16, 2016. This excess was deferred and is being amortized over the duration of the lease, i.e. 5 years.

 

20 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 13 - Financial instruments

 

Carrying amounts and fair values

 

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value, such as trade and other receivables and payables.

 

      Carrying amount   Fair value 
(in thousands of USD)  Note  Hedging
instruments
   Loans and
receivables
   Other
financial
liabilities
   Total   Level 1   Level 2   Level 3   Total 
December 31, 2016                                           
                                            
Financial assets not measured at fair value                                           
Non-current receivables         183,914        183,914            178,216    178,216 
Trade and other receivables *  15       145,193        145,193                 
Cash and cash equivalents         206,689        206,689                 
           535,796        535,796                     
                                            
Financial liabilities not measured at fair value                                           
Secured bank loans  11           1,085,562    1,085,562        1,092,023        1,092,023 
Trade and other payables *  12           56,113    56,113                 
Advances received on contracts  12           533    533                 
               1,142,208    1,142,208                     
                                            
      Carrying amount   Fair value 
(in thousands of USD)     Hedging
instruments
   Loans and
receivables
   Other
financial
liabilities
   Total   Level 1   Level 2   Level 3   Total 
September 30, 2017                                           
                                            
Financial assets measured at fair value                                          
Forward exchange contracts      633            633        633        633 
       633            633                     
                                            
Financial assets not measured at fair value                                           
Non-current receivables         173,916        173,916            137,602    137,602 
Trade and other receivables *  15       115,212        115,212                 
Cash and cash equivalents         97,199        97,199                 
           386,327        386,327                     
                                            
Financial liabilities not measured at fair value                                           
Secured bank loans  11           744,736    744,736        734,981        734,981 
Unsecured bank loans  11                                
Unsecured notes **  11           147,482    147,482                 
Unsecured other borrowings  11           59,030    59,030                 
Trade and other payables *  12           68,838    68,838                 
Advances received on contracts  12           553    553                 
               1,020,639    1,020,639                     

 

* Deferred charges (see Note 15) and deferred income (see Note 12), which are not financial assets (liabilities) are not included.

 

** The Group believes that the carrying amount of the instrument is a reasonable approximation of fair value.

 

21 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 13 - Financial instruments (Continued)

 

Measurement of fair values

Valuation techniques and significant unobservable inputs

 

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

 

Financial instruments measured at fair value    
         
Type   Valuation Techniques   Significant unobservable inputs
         
Forward exchange contracts   Forward pricing: the fair value is determined using quoted forward exchange rates at the reporting date and present value calculations based on high credit quality yield curve in the respective currencies.   Not applicable
         
Financial instruments not measured at fair value    
         
Type   Valuation Techniques   Significant unobservable inputs
         
Non-current receivables (consisting of shareholders' loans)   Discounted cash flow   Discount rate
         
Other financial liabilities (consisting of secured and unsecured bank loans)   Discounted cash flow   Not applicable

 

Transfers between Level 1, 2 and 3

 

There were no transfers between these levels in 2016 and for the nine-month period ended September 30, 2017.

 

Note 14 - Deferred tax assets and liabilities

 

Euronav NV and its subsidiaries had available combined cumulative tax losses and other tax credits carried forward of USD 360.7 million and USD 317.9 million as of September 30, 2017 and December 31, 2016, respectively. Under current local tax laws, these loss carry forwards have an indefinite life and may be used to offset future taxable income of Euronav NV and its subsidiaries. The increase is mainly due to movement in EUR/USD exchange rates.

 

The Company did not recognize deferred tax assets of USD 118.6 million and USD 106.0 million as of September 30, 2017 and December 31, 2016, respectively, that can be carried forward against future taxable income, because it is not considered more likely than not that these deferred tax assets will be utilized in the foreseeable future.

 

22 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 15 - Trade and other receivables

 

(in thousands of USD)  September 30, 2017   December 31, 2016 
         
Trade receivables   25,929    38,695 
Accrued income   11,347    10,966 
Accrued interest   42    33 
Deferred charges   27,277    21,149 
Other receivables   77,894    95,499 
Total trade and other receivables   142,489    166,342 

 

The decrease in other receivables relates to income to be received by the Group from the Tankers International Pool. These amounts were lower as at September 30, 2017 compared to December 31, 2016 due to overall declining freight market conditions.

 

Note 16 - Contingencies

 

The Group is involved in a number of disputes in connection with its day-to-day activities, both as claimant and defendant. Such disputes and the associated expenses of legal representation are covered by insurance. Moreover, they are not of a magnitude that lies outside the ordinary, and their scope is not of such a nature that they could jeopardize the Group's financial position.

 

Note 17 - Equity-accounted investees

 

(in thousands of USD)  September 30, 2017   December 31, 2016 
         
Assets          
Interest in joint ventures   27,675    16,867 
Interest in associates   1,546    1,546 
TOTAL ASSETS   29,221    18,413 

 

Associates

 

(in thousands of USD)  September 30, 2017   December 31, 2016 
         
Carrying amount of interest at the beginning of the period   1,546    1,212 
Group's share of profit (loss) for the period       334 
Group's share of other comprehensive income        
Carrying amount of interest at the end of the period   1,546    1,546 

 

The Group distinguishes the following associates:

 

Associate   Segment   Description
Tankers International LLC   Tankers   The manager of the Tankers International Pool who commercially manages the majority of the Group's VLCCs
VLCC Chartering Ltd   Tankers   Chartering joint venture which provides customers with a unique access to the combined fleets of Frontline and Tankers International Pool

 

23 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 17 - Equity-accounted investees (Continued)

 

Joint Ventures

 

The following table contains a roll forward of the balance sheet amounts with respect to the Group’s joint ventures:

 

   ASSET   LIABILITY 
(in thousands of USD)  Investments in
equity accounted
investees
   Shareholders loans   Investments in
equity accounted
investees
   Shareholders loans 
Gross balance   (38,095)   317,749         
Offset investment with shareholders loan   58,520    (58,520)        
Balance at January 1, 2016   20,425    259,229         
                     
Group's share of profit (loss) for the period   40,161             
Group's share of other comprehensive income   1,224             
Group's share on upstream transactions   4,646             
Capital increase/(decrease) in joint ventures   (3,737)            
Dividends received from joint ventures   (23,478)            
Movement shareholders loans to joint ventures       (18,499)        
Business combinations   15,981    (95,738)        
                     
Gross balance   (3,298)   203,512         
Offset investment with shareholders loan   20,165    (20,165)        
Balance at December 31, 2016   16,867    183,348         
                     
Group's share of profit (loss) for the period   28,029             
Group's share of other comprehensive income   483             
Capital increase/(decrease) in joint ventures                
Dividends received from joint ventures   (1,250)            
Movement shareholders loans to joint ventures       (26,500)        
                     
Gross balance   23,965    177,012         
Offset investment with shareholders loan   3,710    (3,710)        
Balance at September 30, 2017   27,675    173,302         

 

24 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 18 - Subsequent events

 

On October 23, 2017, the Company announced that the 150.0 million USD senior unsecured bonds issued by Euronav Luxembourg S.A. and guaranteed by Euronav NV are listed on the Oslo Stock Exchange as of that date.

 

On November 10, 2017, the Company sold the VLCC Flandre (2004 – 305,688 dwt) for USD 45.0 million to a global supplier and operator of offshore floating platforms. The Company recorded a gain of USD 20.3 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on December 20, 2017 and will be converted into an FSPO by her new owner and will therefore leave the worldwide VLCC trading fleet.

 

On November 16, 2017, the Company sold the Suezmax Cap Georges (1998 – 146,652 dwt) for USD 9.3 million. The Company recorded a gain of USD 8.5 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on November 29, 2017.

 

On November 17, 2017, the Company sold the VLCC Artois (2001 – 298,330 dwt) for USD 21.8 million. The Artois was the oldest vessel in the Company’s VLCC fleet. The Company recorded a gain of USD 7.7 million on the sale which was recorded in the fourth quarter of 2017. The vessel was delivered to its new owner on December 4, 2017.

 

On December 21, 2017, Euronav announced that the Company has reached an agreement on a stock-for-stock merger for the entire issued and outstanding share capital of Gener8 Maritime, Inc. (“Gener8“) pursuant to which Gener8 would become a wholly-owned subsidiary of Euronav. The “Exchange Ratio“ of 0.7272 Euronav shares for each share of Gener8 is expected to result in the issuance of approximately 60.9 million new Euronav shares to Gener8 shareholders. The Exchange Ratio implies a premium of 35% paid on Gener8 shares based on the closing share prices on 20 December 2017. The merger will result in Euronav shareholders owning approximately 72% of the issued share capital of the combined entity and Gener8 shareholders owning approximately 28% (based on the fully diluted share capital of Euronav and the fully diluted share capital of Gener8). The merger is subject to the approval of Gener8’s shareholders, the consent of certain of Gener8’s lenders to assign certain debt facilities to the combined entity, the effectiveness of a registration statement to be filed by Euronav with the U.S. Securities and Exchange Commission (the “SEC”) to register the Euronav shares to be issued in the merger (the “New Registration Statement”), the listing of such shares on the New York Stock Exchange (the “NYSE”) and other customary closing conditions. Certain of these closing conditions are substantive, and these conditions have not yet been met. The Gener8 shares will be contributed to Euronav in application of the Belgian Companies Code procedure of a capital increase through contribution in kind. The increase of the Euronav share capital will occur under the existing authorized capital of USD 150.0 million.

 

25 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 19 - Standards issued but not yet effective

 

A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2017 and early application is permitted. However, the Group has not early adopted the following new or amended standards in preparing these condensed consolidated interim financial statements.

 

The Group has the following updates to information provided in the consolidated financial statements for the year ended December 31, 2016 about the standards issued but not yet effective that may have a significant impact on the Group’s consolidated financial statements.

 

IFRS 9 Financial instruments

 

In July 2014, the IASB issued the final version of IFRS 9 Financial Instruments. IFRS 9 is effective for annual periods beginning on or after 1 January 2018, with early adoption permitted. The Group will apply IFRS 9 initially on 1 January 2018. The new standard will require the Group to revise its accounting processes and internal controls related to reporting financial instruments and these changes are not yet complete. However, the Group has performed a preliminary assessment of the potential impact of the adoption of IFRS 9 based on its positions at 30 September 2017 and expects that the new standard will not have a material impact on the Group’s consolidated financial statements.

 

IFRS 15 Revenue from Contracts with Customers

 

IFRS 15 Revenue from Contracts with Customers establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts, IFRIC 13 Customer Loyalty Programmes, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers and SIC 31 Barter Transactions Involving Advertising Services. IFRS 15 is effective for the annual periods beginning on or after January 1, 2018, with early adoption permitted. The standard establishes a five-step model that will apply to revenue earned from a contract with a customer. The standard’s requirements will also apply to the sale of some non-financial assets that are not part of the entity’s ordinary activities (e.g., sales of property or plant and equipment). Extensive disclosures will be required, including disaggregation of total revenue, information about performance obligations, changes in contract asset and liability account balances between periods and key judgements and estimates.

 

26 

 

 

Notes to the condensed consolidated interim financial statements
for the nine-month period ended September 30, 2017

 

Note 19 - Standards issued but not yet effective (Continued)

 

The guidance permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Group will adopt the standard using the cumulative catchup transition method. The new standard will be effective for us beginning January 1, 2018. The Group has undertaken a comprehensive approach to assess the impact of the guidance on its business by reviewing the current accounting policies and practices to identify any potential differences that may result from applying the new requirements to the consolidated financial statements. Part of the Group’s revenue is generated from time charters, where revenue is recognized on an accrual basis and is recorded over the term of the charter as the service is provided. This new guidance will not have any impact on this aspect of the Group’s revenue. For spot charters, we recognize revenue on a discharge-to-discharge basis in determining the percentage of completion for all voyage charters. After consulting with other shipping companies on business assumptions, processes, systems and controls the Group decided to recognize revenue on a load-to-discharge basis as from January 1, 2018. An analysis of spot charter revenue from voyages over year-end indicated that the initial adoption of IFRS 15 on January 1, 2018 will result in a reduction of accrued revenue by USD 1.7 million, with a corresponding reduction of equity. Under this new standard the Group will also capitalize the voyage expenses incurred between the previous discharge port and the next load port if they qualify as fulfillment costs under IFRS 15 and if they are expected to be recovered.

 

IFRS 16 Leases

 

IFRS 16 Leases published on January 13, 2016 makes a distinction between a service contract and a lease based on whether the contract conveys the right to control the use of an identified asset and introduces a single, on-balance lease sheet accounting model for lessees. A lessee recognizes a right-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. There are optional exemptions for shortterm leases and leases of low value items. Lessor accounting remains similar to the current standard – i.e. lessors continue to classify leases as finance or operating leases. For lessors, there is little change to the existing accounting in IAS 17 Leases. IFRS 16 replaces existing leases guidance including IAS 17 Leases, IFRIC 4 Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases—Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease. The standard is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted for entities that apply IFRS 15 Revenue from Contracts with Customers at or before the date of initial application of IFRS 16. The Group will adopt IFRS 16 as of January 1, 2019. No quantitative or qualitative assessment of the impact of IFRS 16 has been made to date, but the Group expects that the most significant impact will be that the Group will recognize new assets and liabilities for its operating leases as lessee. In addition, the nature and recognition of expenses related to those leases will change as IFRS 16 replaces the straight-line operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities.

 

27 

 

EX-99.3 4 tv485862_ex99-3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following management's discussion and analysis of the results of Euronav operations and financial condition should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this report. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control which could cause actual events or conditions to differ materially from those currently anticipated and expressed or implied by such forward-looking statements. For additional information relating to our management's discussion and analysis of financial condition and results of operation and a more complete discussion of the risks and uncertainties referenced in the preceding sentence, please see our Annual Report on Form 20-F for the year ended December 31, 2016, which was filed with the U.S. Securities and Exchange Commission, or the Commission, on April 14, 2017, and our other filings with the Commission.

 

Factors affecting our results of operations

 

The principal factors which have affected our results of operations and are expected to affect our future results of operations and financial position include:

 

·The spot rate and time charter market for VLCC and Suezmax tankers;

 

·The number of vessels in our fleet;

 

·Utilization rates on our vessels, including actual revenue days versus non-revenue ballast days;

 

·Our ability to maintain and grow our customer relationships;

 

·Economic regulatory, political and government conditions that affect the tanker shipping industry;

 

·The earnings on our vessels;

 

·Gains and losses from the sale of assets and amortization of deferred gains;

 

·Vessel operating expenses, including in some cases, the fluctuating price of fuel expenses when our vessels operate in the spot or voyage market;

 

·Impairment losses on vessels;

 

·Administrative expenses;

 

·Acts of piracy or terrorism;

 

·Depreciation;

 

·Drydocking and special survey days, both expected and unexpected;

 

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·Our overall debt level and the interest expense and principal amortization; and

 

·Equity gains (losses) of unconsolidated subsidiaries and associated companies.

 

Lack of Historical Operating Data for Vessels Before Their Acquisition

 

Consistent with shipping industry practice, other than inspection of the physical condition of the vessels and examinations of classification society records, there is no historical financial and/or operational due diligence process when we acquire vessels. Accordingly, we do not obtain the historical operating data for the vessels from the sellers because that information is not material to our decision to make acquisitions, nor do we believe it would be helpful to potential investors in assessing our business or profitability. Most vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel's classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. In addition, the technical management agreement between the seller's technical manager and the seller is automatically terminated and the vessel's trading certificates are revoked by its flag state following a change in ownership.

 

Consistent with shipping industry practice, we treat the acquisition of a vessel (whether acquired with or without charter) as the acquisition of an asset rather than a business. Although the vessels we acquire generally do not have a charter attached, we have agreed to acquire (and may in the future acquire) some vessels with time charters attached. Where a vessel has been under a voyage charter, the vessel is delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer's consent and the buyer's entering into a separate direct agreement with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter, because it is a separate service agreement between the vessel owner and the charterer. When we acquire a vessel and assume a related time charter, we take the following steps before the vessel will be ready to commence operations:

 

·obtain the charterer's consent to us as the new owner;

 

·obtain the charterer's consent to a new technical manager;

 

·in some cases, obtain the charterer's consent to a new flag for the vessel;

 

·arrange for a new crew for the vessel;

 

·replace most if not all hired equipment on board, such as computers and communication equipment;

 

·negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;

 

·register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;

 

·implement a new planned maintenance program for the vessel; and

 

·ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.

 

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Critical Accounting Policies

 

Our consolidated financial statements are prepared in accordance with IFRS, which requires us to make estimates in the application of accounting policies based on the best assumptions, judgments and opinions of management.

 

The following is a discussion of our accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of our material accounting policies, please see Note 1—Summary of Significant Accounting Policies to our consolidated financial statements for the year ended December 31, 2016.

 

Revenue Recognition

 

We generate a large part of our revenue from voyage charters, including vessels in pools that predominantly perform voyage charters. Within the shipping industry, there are two methods used to account for voyage charter revenue: (1) ratably over the estimated length of each voyage and (2) completed voyage. The recognition of voyage revenues ratably over the estimated length of each voyage is the most prevalent method of accounting for voyage revenues in the shipping industry and the method we use. Under each method, voyages may be calculated on either a load-to-load or discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculating voyages more accurately estimates voyage results than the load-to-load basis. Since, at the time of discharge, management generally knows the next load port and expected discharge port, the discharge-to-discharge calculation of voyage revenues can be estimated with a greater degree of accuracy. We do not begin recognizing voyage revenue until a charter has been agreed to by both us and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage, because it is only at this time the charter rate is determinable for the specified load and discharge ports and collectability is reasonably assured.

 

Revenues from time charters are accounted for as operating leases and are thus recognized ratably over the rental periods of such charters, as service is performed. The board will, however, analyze each contract before deciding on its accounting treatment between operating lease and finance lease. We do not recognize time charter revenues during periods that vessels are off-hire.

 

For our vessels operating in the TI Pool, revenues and voyage expenses are pooled and allocated to the pool's participants on a TCE basis in accordance with an agreed-upon formula. The formulas in the pool agreements for allocating gross shipping revenues net of voyage expenses are based on points allocated to participants' vessels based on cargo carrying capacity and other technical characteristics, such as speed and fuel consumption. The selection of charterers, negotiation of rates and collection of related receivables and the payment of voyage expenses are the responsibility of the pool. The pool may enter into contracts that earn either voyage charter revenue or time charter revenue. The pool follows the same revenue recognition principles, as applied by us, in determining shipping revenues and voyage expenses, including recognizing revenue only after a charter has been agreed to by both the pool and the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.

 

The following table presents our average TCE rates (in U.S. dollars) and vessel operating days, which are the total days the vessels were in our possession for the relevant period, net of scheduled off-hire days associated with major repairs, drydockings or special or intermediate surveys for the periods indicated:

 

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   Nine months ended September 30,
2017
   Nine months ended September 30,
2016
 
   REVENUE   REVENUE 
   Fixed   Spot   Pool   Fixed   Spot   Pool 
TANKER SEGMENT*                              
VLCC                              
Average rate  $40,984   $   $28,484   $42,131   $47,384   $44,812 
Vessel Operating days   1,425        6,664    1,370    468    6,099 
                               
SUEZMAX                              
Average rate  $22,326   $18,836       $26,727   $29,815     
Vessel Operating days   1,481    3,659        1,639    3,390     
                               
FSO SEGMENT**                              
FSO                              
Average rate  $173,586           $178,663         
FSO Operating days   273            274         

 

* The figures for the tanker segment do not include our economic interest in joint ventures.

**The figures for the FSO segment are included and presented at our economic interest, 50%.

 

Through pooling mechanisms, we receive a weighted, average allocation, based on the total spot results earned by the total of pooled vessels, (reflected under “Pool” in the table above), whereas results from direct spot employment are earned and allocated on a one-on-one basis to the individual vessel and thus owner of the according vessel (reflected under “Spot” in the table above).

 

Vessel Useful Lives and Residual Values

 

The useful economic life of a vessel is variable. Elements considered in the determination of the useful lives of the assets are the uncertainty over the future market and future technological changes. The carrying value of each of our vessels represents its initial cost at the time it was delivered or purchased plus any additional capital expenditures less depreciation calculated using an estimated useful life of 20 years, except for FSO service vessels for which estimated useful lives of 25 years are used. Newbuildings are depreciated from delivery from the construction yard. Purchased vessels and FSOs converted later into an FSO are depreciated over their respective remaining useful lives as from the delivery of the construction yard to its first owner.

 

On September 30, 2017, all of our owned vessels were of double hull construction. If the estimated economic lives assigned to our vessels prove to be too long because of new regulations, the continuation of weak markets, the broad imposition of age restrictions by our customers or other future events, this could result in higher depreciation expenses and impairment losses in future periods related to a reduction in the useful lives of any affected vessels.

 

We estimate that our vessels will not have any residual value at the end of their useful lives. Even though the scrap value of a vessel could be worth something, it is difficult to estimate taking into consideration the cyclicality of the nature of future demand for scrap steel and is likely to remain volatile and unpredictable. The costs of scrapping and disposing of a vessel with due respect for the environment and the safety of the workers in such specialized yards is equally challenging to forecast as regulations and good industry practice leading to self-regulation can dramatically change over time. For example, certain organizations have suggested that the industry adopt The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, or the Convention. While this Convention has not been accepted yet by the flag states of the flags we use, we believe that this Convention or a similar convention may be adopted in the future. In the event that more stringent requirements are imposed upon tanker owners, including those seeking to sell their vessels to a party that intends to recycle the vessels after they have been purchased, or a Recycling Purchaser, such requirements could negatively impact the sales prices obtainable from the Recycling Purchasers or require companies, including us, to incur additional costs in order to sell their vessels to recycling purchasers or to other foreign buyers intending to use such vessels for further trading. Therefore, we take the view that by the time our assets reach the end of their useful lives, their scrap values are likely to be the same as their disposal costs.

 

Vessel Impairment

 

The carrying values of our vessels may not represent their fair market values at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of constructing new vessels. The carrying amounts of our vessels are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. We define our cash generating unit as a single vessel, unless such vessel is operated in a pool, in which case such vessel, together with the other vessels in the pool, are collectively treated as a cash generating unit. An impairment loss is recognized whenever the carrying amount of an asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.

 

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FSO Impairment

 

Due to the fact that FSO vessels are often purposely built for specific circumstances, and due the absence of an efficient market for transactions of FSO vessels, the carrying values of our FSO’s may not represent their fair values at any point in time. The carrying amounts of our FSO’s are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the recoverable amount is estimated. We define our cash generating unit as a single FSO. An impairment loss is recognized whenever the carrying amount of an asset or cash generating unit exceeds its recoverable amount. Impairment losses are recognized in the income statement.

 

Calculation of recoverable amount

 

The recoverable amount of an asset or cash generating unit is the greater of its fair value less its cost to sell and value in use. In assessing value in use, the estimated future cash flows, which are based on current market conditions, historical trends as well as future expectations, are discounted to their present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the asset or cash generating unit.

 

The carrying values of our vessels or our FSOs may not represent their fair market values or the amount that could be obtained by selling the vessels at any point in time since the market prices of second-hand 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. The value of a FSO is highly dependent on the value of the service contract under which the unit is employed.

 

In developing estimates of future cash flows, we must make assumptions about future performance, with significant assumptions being related to charter rates, ship operating expenses, utilization, drydocking requirements, residual value and the estimated remaining useful lives of the vessels. These assumptions are based on historical trends and/or on future expectations. Specifically, in estimating future charter rates or service contract rates, management takes into consideration estimated daily rates for each asset over the estimated remaining lives. The estimated daily TCE rates are based on the trailing 10-year historical average rates, based on quarterly average rates published by a third-party maritime research service. Recognizing that the transportation of crude oil and petroleum products is cyclical and subject to significant volatility based on factors beyond our control, management believes the use of estimates based on the 10-year historical average rates calculated as of the reporting date to be reasonable as historically it is the most appropriate reflection of a typical shipping cycle. When using 5-year historical charter rates in this impairment analysis, the impairment analysis as at September 30, 2017 indicates a total impairment amount of $0.6 million for the tanker fleet, and when using 1-year historical charter rates in this impairment analysis, the impairment analysis as at September 30, 2017 indicates a total impairment amount of $633.5million for the tanker fleet. The value in use calculation for FSOs is based on the remaining useful life of the vessels as of the reporting date, and is based on fixed daily rates as well as management's best estimate of daily rates for future periods.

 

Estimated outflows for operating expenses and drydocking requirements are based on historical and budgeted costs and are adjusted for assumed inflation. Finally, utilization is based on historical levels achieved and estimates of a residual value are consistent with our depreciation policy.

 

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The more significant factors that could impact management's assumptions regarding time charter equivalent rates include (i) loss or reduction in business from significant customers, (ii) unanticipated changes in demand for transportation of crude oil and petroleum products, (iii) changes in production of or demand for oil and petroleum products, generally or in particular regions, (iv) greater than anticipated levels of tanker newbuilding orders or lower than anticipated levels of tanker scrappings, and (v) changes in rules and regulations applicable to the tanker industry, including legislation adopted by international organizations such as IMO and the EU or by individual countries. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. There can be no assurance as to how long charter rates and vessel values will remain at their current levels.

 

Our Fleet—Vessel Carrying Values

 

During the past few years, the market values of vessels have experienced particular volatility, with substantial declines in many vessel classes. As a result, the charter-free market value, or basic market value, of certain of our vessels may have declined below the carrying amounts of those vessels. After undergoing the impairment analysis discussed above, we have concluded that for the nine months ended September 30, 2017 and 2016, no impairment was required.

 

The following table presents information with respect to the carrying amount of our vessels by type and indicates whether their estimated market values are below their carrying values as of September 30, 2017 and September 30, 2016. The carrying value of each of our vessels does not necessarily represent its fair market value or the amount that could be obtained if the vessel were sold. Our estimates of market values for our vessels assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without notations of any kind. Our estimates are based on the estimated market values for vessels received from independent ship brokers and are inherently uncertain. In addition, because vessel values are highly volatile, these estimates may not be indicative of either the current or future prices that we could achieve if we were to sell any of the vessels. We would not record a loss for any of the vessels for which the fair market value is below its carrying value unless and until we either determine to sell the vessel for a loss or determine that the vessel is impaired as discussed above in "Critical Accounting Policies—Vessel Impairment." We believe that the future discounted cash flows expected to be earned over the estimated remaining useful lives for those vessels that have experienced declines in market values below their carrying values would exceed such vessels' carrying values. For vessels that are designated as held for sale at the balance sheet date, we either use the agreed upon selling price of each vessel if an agreement has been reached for such sale or an estimate of basic market value if an agreement for sale has not been reached as of the date hereof.

 

Vessel Type  Numbers
of Vessels
at
September
30, 2017
   Numbers of
Vessels at
December
31, 2016
   Carrying
Value at
September 30,
2017
   Carrying
Value at
December 31,
2016
 
                 
           (In thousands of USD) 
VLCC (includes ULCC) (1)   27    26    1,737,446    1,694,506 
Suezmax (2)   19    19    626,557    688,657 
Vessels held for sale   -    -    -    - 
Total   46    45    2,364,003    2,383,163 

 

(1)As of September 30, 2017, eighteen of our VLCC owned vessels (December 31, 2016: nineteen) had carrying values which exceeded their market values. These vessels had an aggregate carrying value of $1,324.2 million (December 31, 2016: $1,432.2 million), which exceeded their aggregate market value by approximately $217.5 million (December 31, 2016: $298.0 million).
(2)As of September 30, 2017, sixteen of our Suezmax owned vessels (December 31, 2016: seventeen) had carrying values which exceeded their market values. These vessels had an aggregate carrying value of $616.0 million (December 31, 2016: $664.8 million), which exceeded their aggregate market value by approximately $193.3 million (December 31, 2016: $204.7 million).

 

The table above only takes into account the fleet that is 100% owned by us and therefore does not take into account the FSOs as they are accounted for using the equity method.

 

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Vessels held for sale

 

Vessels whose carrying values are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale. This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such vessels and its sale is highly probable (when it is significantly more likely than merely probable).

 

Immediately before classification as held for sale, the vessels are remeasured in accordance with our accounting policies. Thereafter the vessels are measured at the lower of their carrying amount and fair value less cost to sell.

 

Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

 

Vessels classified as held for sale are no longer depreciated.

 

As of September 30, 2017 and December 31, 2016 we had no vessels as a non-current asset held for sale.

 

Drydocking-Component approach

 

Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for as separate items of property, plant and equipment. Costs associated with routine repairs and maintenance are expensed as incurred including routine maintenance performed whilst the vessel is in drydock. After each drydock, all the components installed (as replacements or as additional components) during the drydock are classified in two categories (according to their estimated lifetime and their respective cost). When the useful life is higher than 1 year, the component is amortized if its cost is higher than the established threshold. The components will then be amortized over their estimated lifetime (2.5-5 years).

 

Fleet Development

 

The following table summarizes the development of our fleet as of the dates presented below*:

 

   Nine months
ended September
30, 2017
   Nine months
ended September
30, 2016
   Year ended
December 31,
2016
 
VLCCs               
At start of period   30.0    28.5    28.5 
Acquisitions   2.0    3.0    3.5 
Dispositions   (1.0)   (1.0)   (5.0)
Chartered-in   -    -    3.0 
At end of period   31.0    30.5    30.0 
Newbuildings on order   -    2.0    2.0 
Suezmax               
At start of period   19.0    20.0    20.0 
Acquisitions   -    1.0    1.0 
Dispositions   -    (1.0)   (1.0)
Chartered in   -    -    (1.0)
At end of period   19.0    20.0    19.0 
Newbuildings on order   4.0    -    2.0 
FSO               
At start of period   1.0    1.0    1.0 
Acquisitions   -    -    - 
Dispositions   -    -    - 
Chartered in   -    -    - 
At end of period   1.0    1.0    1.0 
Newbuildings on order   -    -    - 
Total fleet               
At start of period   50.0    49.5    49.5 
Acquisitions   2.0    4.0    4.5 
Dispositions   (1.0)   (2.0)   (6.0)
Chartered in   -    -    2.0 
At end of period   55.5    51.5    50.0 
Newbuildings on order   4.0    2.0    4.0 

 

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* This table includes vessels we own through joint venture entities, which we recognize in our income statement using the equity method, at our respective share of economic interest. This table does not include vessels acquired, but not yet delivered.

 

Vessel Acquisitions and Charter-in Agreements

 

On June 15, 2015, we entered into an agreement with an unrelated third-party to acquire contracts for the construction of the Metrostar Acquisition Vessels, which at the time of our purchase were under construction at Hyundai, for an aggregate purchase price of $384.0 million, or $96.0 million per vessel. The first vessel, the Antigone, was delivered to us on September 25, 2015. The second vessel, the Alice, was delivered to us on January 26, 2016. The third vessel, the Alex, was delivered to us on March 24, 2016. The fourth vessel, the Anne, was delivered to us on May 13, 2016.

 

On June 2, 2016, we entered into a Share Swap and Claims Transfer Agreement whereby (i) we transferred our 50% equity interest in Moneghetti Shipholding Ltd., or Moneghetti, and Fontvieille Shipholding Ltd., or Fontvieille, and, as consideration therefor, acquired from Bretta its 50% ownership interest in Fiorano Shipholding Ltd., or Fiorano, and Larvotto Shipholding Ltd., or Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta’s claims arising from the shareholder loans to Fiorano and Larvotto. In addition, we paid $15.1 million to Bretta as compensation for the difference in value of the vessels. As a result of this transaction, our equity interest in both Fiorano and Larvotto increased from 50% to 100% and we are now the sole owner of the Suezmaxes Captain Michael and the Maria, respectively. We no longer have an equity interest in Moneghetti or Fontvieille, which now fully own the Suezmaxes Devon and the Eugenie, respectively. Effective as of the same date, Fiorano and Larvotto are fully consolidated within our consolidated group of companies. We refer to these transactions collectively as the Share Swap and Claims Transfer Agreement.

 

On August 16, 2016, we entered into an agreement for the acquisition through resale of two VLCCs which are under construction at Hyundai for an aggregated purchase price of $169 million or $84.5 million per vessel. The vessels Ardeche and Aquitaine were delivered to us on January 12, 2017 and January 20, 2017 respectively.

 

On October 3, 2016, we entered into construction contracts with Hyundai for two high specification Ice-Class Suezmax vessels from Hyundai, which we expect will be delivered to us in the first half of 2018.

 

On November 1, 2016, we entered into an agreement to purchase the VLCC V.K. Eddie from our 50% joint venture Seven Seas Shipping Ltd., or Seven Seas, at a price of $39.0 million.

 

On April 20, 2017, the Group signed an additional two long-term time charter contracts of seven years each with Valero Energy Inc., for Suezmax vessels with specialized Ice Class 1C starting in the second half of 2018.

 

In order to fulfil these contracts, the Group has ordered two high specification Ice Class Suezmax vessels from Hyundai Heavy Industries shipyard in South Korea. Additional specifications for these vessels include substantially increased steel structure, specific emissions controls and other bespoke operational capabilities. Delivery of these vessels is expected in the second half of 2018 when each of the time charter contracts will begin.

 

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Vessel Sales and Redeliveries

 

On January 15, 2016, we sold the VLCC Famenne, for a net price of $38.0 million to an unrelated third-party, resulting in a gain of $13.8 million, which was recorded in the first quarter of 2016. We delivered the vessel to its new owner on March 9, 2016.

 

On October 27, 2016 and November 27, 2016, we redelivered the VLCC KHK Vision and the Suezmax Suez Hans, respectively, to their owners upon the conclusion of their respective time charter-in periods.

 

On December 16, 2016, we entered into a five-year sale and leaseback agreement with an unrelated third-party for four VLCCs. The four VLCCs are the Nautilus, the Navarin, the Neptun, and the Nucleus. The transaction assumed a net en-bloc sale price of $185 million and produced a gain of $41.5 million which was recorded in the fourth quarter of 2016. However, because there was a total difference of $5.0 million between the observable fair value of the assets ($181 million) and the sale price ($186 million), this excess has been deferred and being amortized over the period for which the asset is expected to be used (in this case, the duration of the lease, which is 5 years.).

 

On May 23, 2017, the Group sold the VLCC Ti Topaz (2002 – 319,430 dwt), one of its two oldest VLCC vessels, for $21.0 million. The loss on that sale of $21.0 million, was recorded in the second quarter.

 

Operating Results

 

Nine months ended September 30, 2017, compared to the nine months ended September 30, 2016

 

Total shipping revenues and voyage expenses and commissions.

 

The following table sets forth our total shipping revenues and voyage expenses and commissions for the nine months ended September 30, 2017 and 2016:

 

   Nine months ended
September
         
(US$ in thousands)  2017   2016   $ Change   % Change 
Voyage charter and pool revenues   302,171    434,002    (131,831)   (30)%
Time charter revenues   93,219    103,982    (10,763)   (10)%
Other income   3,882    5,533    (1,651)   (30)%
Total shipping revenues   399,272    543,517    (144,245)   (27)%
Voyage expenses and commissions   (47,778)   (43,077)   (4,701)   11%

 

Voyage Charter and Pool Revenues.    Voyage charter and pool revenues decreased by 30%, or $131.8 million, to $302.2 million for the nine months ended September 30, 2017, compared to $434.0 million for the same period in 2016. This decrease was due to a decrease in the average TCE rates for VLCCs and Suezmax tankers from $ 44,503 and $ 28,807 respectively in the first nine months of 2016 to $29,686 and $19,481, respectively in the first nine months of 2017. This decrease in the average TCE was partially offset by an increase of the total number of vessel operating days following the delivery of the Ardeche and Aquitaine in January 2017.

 

Time Charter Revenues.    Time charter revenues decreased by 10%, or $10.8 million, to $93.2 million for the nine months ended September 30, 2017, compared to $104.0 million for the same period in 2016. This decrease was due to several time charter contracts ending in the course of 2017 combined with deteriorating market conditions resulting in lower profit splits.

 

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Other Income.    Other income decreased by 30%, or $1.7 million, to $3.9 million for the nine months ended September 30, 2017, compared to $5.5 million for the same period in 2016. Other income includes revenues related to the daily standard business operation of the fleet and that are not directly attributable to an individual voyage, such as insurance rebates received based on changes in our vessels' trading patterns.

 

Voyage Expenses and Commissions.    Voyage expenses and commissions increased by 11% or $4.7 million, to $(47.8) million for the nine months ended September 30, 2017, compared to $(43.1) million for the same period in 2016. This increase was primarily due to a an increase of oil prices which increased bunker expenses, the largest component of voyage expenses and fewer vessels operating under a long term time charter.

 

Net gain (loss) on lease terminations and net gain (loss) on the sale of assets.

 

The following table sets forth our gain (loss) on lease terminations and gain (loss) on the sale of assets for the nine months ended September 30, 2017 and 2016:

 

   Nine months ended
September
         
(US$ in thousands)  2017   2016   $ Change   % Change 
Net gain (loss) on lease terminations   -    -    -    0%
Net gain (loss) on sale of assets (including impairment on non-current assets held for sale and loss on disposal of investments in equity-accounted investees)   (21,007)   (10,331)   (10,676)   103%

 

Net gain (loss) on lease terminations.    We did not terminate any leases during the nine months ended September 30, 2017 and 2016.

 

Net gain (loss) on sale of assets (including impairment on non-current assets held for sale, and loss on disposal of investments in equity-accounted investees).    Net gain (loss) increased by 103%, or $10.7 million, to a loss of $(21.0) million for the nine months ended September 30, 2017, compared to a loss of $(10.3) million for the same period in 2016. The net loss on sale of assets of $(21.0) million in 2017 is mainly due to the sale of the VLCC TI Topaz. The net loss on sale of assets of $(10.3) million in 2016 represents the difference between a gain of $13.8 million recorded on the sale of the VLCC Famenne, and a loss of $24.1 million on the disposal of the joint ventures with Bretta, where we assumed full ownership of the two youngest vessels, the Suezmax Captain Michael and the Suezmax Maria.

 

Vessel Operating Expenses.

 

The following table sets forth our vessel operating expenses for the nine months ended September 30, 2017 and 2016:

 

   Nine months ended
September
         
(US$ in thousands)  2017   2016   $ Change   % Change 
Total VLCC operating expenses   75,332    77,143    (1,811)   (2)%
Total Suezmax operating expenses   41,143    45,695    (4,552)   (10)%
Total vessel operating expenses   116,475    122,838    (6,363)   (5)%

 

Total vessel operating expenses decreased by 5%, or $6.4 million, to $116.5 million during the nine months ended September 30, 2017, compared to $122.8 million for the same period in 2016. This decrease was primarily due to various cost savings and positive rate of exchange impact. The decrease was partly offset by the delivery of the VLCC Ardeche and VLCC Aquitaine in January 2017 and purchase of the VLCC V.K. Eddie in November 2016.

 

10 

 

 

VLCC operating expenses decreased by 2%, or $1.8 million, during the nine months ended September 30, 2017, compared to the same period 2016. The decrease was primarily attributable to various cost savings and positive rate of exchange impact, partly offset by the delivery of the VLCC Ardeche and VLCC Aquitaine in January 2017 and purchase of the VLCC V.K. Eddie in November 2016.

 

Suezmax operating expenses decreased by 10%, or $4.6 million, during the nine months ended September 30, 2017, compared to the same period 2016. The decrease was mainly due to lower technical costs in general, partly offset by the acquisition of the Suezmaxes Maria and Captain Michael following the Share Swap and Claims Transfer Agreement (see Fleet Development).

 

Time charter-in expenses and bareboat charter-hire expenses.

 

The following table sets forth our chartered-in vessel expenses and bareboat charter-hire expenses for the nine months ended September 30, 2017 and 2016:

 

   Nine months ended
September
         
(US$ in thousands)  2017   2016   $ Change   % Change 
Time charter-in expenses   63    14,794    (14,731)   (100)%
Bareboat charter-hire expenses   23,266    -    23,266    - 
Total charter hire expense   23,329    14,794    8,535    58%

 

Time charter-in expenses. Time charter-in expenses decreased by 100%, or $14.7 million, to $0.1 million during the nine months ended September 30, 2017, compared to $14.8 million for the same period in 2016. The decrease was attributable to the expiration of two time charter parties in 2016.

 

Bareboat charter-hire expenses. Bareboat charter-hire expenses increased by $23.3 million, to $23.3 million for the nine months ended September 30, 2017, compared to $0.0 million for the same period in 2016. The increase was entirely attributable to the sale and leaseback transaction of the VLCCs Nautilus, Navarin, Nucleus and Neptun on December 22, 2016.

 

General and administrative expenses.

 

The following table sets forth our general and administrative expenses for the nine months ended September 30, 2017 and 2016:

 

   Nine months ended
September
         
(US$ in thousands)  2017   2016   $ Change   % Change 
General and administrative expenses   33,132    32,634    498    2%

 

General and administrative expenses which include also, among others, directors' fees, office rental, consulting fees, audit fees and tonnage tax, increased by 2%, or $0.5 million, to $33.1 million for the nine months ended September 30, 2017, compared to $32.6 million for the same period in 2016.

 

This increase was due to, among other factors, an increase of $0.8 million relating to tonnage tax, and an increase of $0.4 million in administrative expenses related to the TI Pool, both due to a higher number of VLCCs in the fleet compared to the same period in 2016. Furthermore, the audit and other fees increased by $0.6 million during the nine months ended September 30, 2017, compared to the same period in 2016, due to the enhanced effort on internal processes excellence in the first two quarters of 2017.

 

This increase was offset with lower staff costs of $1.2 million and a decrease of $0.7 million in directors’ fees, due to favorable rate of exchange and the resignation of one of our directors.

 

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Depreciation and amortization expenses.

 

The following table sets forth our depreciation and amortization expenses for the nine months ended September 30, 2017 and 2016:

   Nine months ended
September
         
(US$ in thousands)  2017   2016   $ Change   % Change 
Depreciation and amortization expenses   173,445    168,585    4,860    3%

 

Depreciation and amortization expenses increased by 3%, or $4.9 million, to $173.4 million for the nine months ended September 30, 2017, compared to $168.6 million for the same period in 2016.

 

Depreciation increased primarily due to (i) the acquisition and delivery of the VLCCs Ardeche, Aquitaine, Alex, Anne and V.K. Eddie, resulting in an aggregate increase of $12.8 million, (ii) an increase in depreciation of drydock of $2.8 million and (iii) an increase of $3.5 million due to the acquisition of full ownership of the Suezmaxes Maria and Captain Michael following the Share Swap and Claims Transfer Agreement (see Fleet Development). This increase was partially offset by a decrease in depreciations due to (i) the sale and leaseback transaction of the VLCCs Nautilus, Navarin, Nucleus and Neptun on December 22, 2016 (ii) the sale and delivery of the VLCC Ti Topaz to its new owner on June 9, 2017, resulting in a combined decrease of $14.5 million.

 

Finance Expenses.

 

The following table sets forth our finance expenses for the nine months ended September 30, 2017 and 2016:

 

   Nine months ended
September
         
(US$ in thousands)  2017   2016   $ Change   % Change 
Interest expense on financial liabilities measured at amortized cost   28,055    24,505    3,550    14%
Other financial charges   4,268    3,644    624    17%
Foreign exchange losses   4,339    4,069    270    7%
Finance expenses   36,662    32,218    4,444    14%

 

Finance expenses increased by 14%, or $4.4 million, to $36.7 million for the nine months ended September 30, 2017, compared to $32.2 million for the same period in 2016.

 

Interest expense on financial liabilities measured at amortized cost increased by 14%, or $3.6 million, during the nine months ended September 30, 2017, compared to the same period in 2016. This increase was primarily attributable to the increase of floating interest rates in 2017, offset by a decrease in average outstanding debt during the nine months ended September 30, 2017, compared to the same period in 2016. Other financial charges increased by 17%, or $0.6 million, to $4.3 million for the nine months ended September 30, 2017, compared to $3.6 million for the same period in 2016. This increase was primarily attributable to commitment fee paid for available credit lines, of which the total availability increased in 2017.

 

Foreign exchange losses increased by 7%, or $0.3 million, due to change in exchange rates between the EUR and the USD.

 

Share of results of equity accounted investees, net of income tax.

 

The following table sets forth our share of results of equity accounted investees (net of income tax) for the nine months ended September 30, 2017 and 2016:

 

   Nine months ended
September
         
(US$ in thousands)  2017   2016   $ Change   % Change 
Share of results of equity accounted investees   28,029    31,558    (3,529)   (11)%

 

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As at December 31, 2015, our equity accounted investees included one joint venture which owned one VLCC, four joint ventures which owned one Suezmax each, and two joint ventures which owned one FSO each.

 

On June 2, 2016, we entered into a Share Swap and Claims Transfer Agreement whereby (i) we transferred our 50% equity interest in Moneghetti and Fontvieille, and, as consideration therefor, acquired from Bretta its 50% ownership interest in Fiorano and Larvotto; and (ii) we transferred our claims arising from the shareholder loans to Moneghetti and Fontvieille and acquired Bretta’s claims arising from the shareholder loans to Fiorano and Larvotto. As a result, our equity interest in both Fiorano and Larvotto increased from 50% to 100% giving us control of both companies. We no longer have an equity interest in Moneghetti and Fontvieille. Before the swap agreement, we accounted for the four entities using the equity method. Following the acquisition, Fiorano and Larvotto are fully consolidated as of June 2, 2016. These transactions led to a decrease in the share of results of equity accounted investees for the nine months ended September 30, 2017 by $2.0 million compared to same period in 2016.

 

On November 23, 2016, we took delivery of the VLCC V.K. Eddie that we purchased from our 50% joint venture Seven Seas. Our share of the profit of this joint venture for the nine months ended September 30, 2017 was $3.5 million lower than in the nine months ended September 30, 2016.

 

The result of our participations in the 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., the owners of FSO Asia and FSO Africa, respectively, have increased by an aggregate of $1.9 million, mostly due to the recognition of a deferred tax asset and lower interest expense after the repayment of the remaining bank debt in July 2017. This was partly offset by lower revenue under the new FSO contracts which started in July and September 2017 for the FSO Asia and FSO Africa, respectively.

 

Income tax benefit/(expense)

 

The following table sets forth our income tax benefit/(expense) for the nine months ended September 30, 2017 and 2016:

 

   Nine months ended
September
         
(US$ in thousands)  2017   2016   $ Change   % Change 
Income tax benefit (expense)   1,297    (301)   1,598    (531)%

 

Income tax benefit/(expense) decreased by 531%, or $1.6 million, to a benefit of $1.3 million for the nine months ended September 30, 2017, compared to an expense of $(0.3) million for the same period in 2016, which was mainly attributable to the recognition of a deferred tax asset related to our fully owned subsidiary Euronav Luxembourg.

 

Liquidity and capital resources

 

We operate in a capital intensive industry and have historically financed our purchase of tankers and other capital expenditures through a combination of cash generated from operations, equity capital, borrowings from commercial banks and the occasional issuance of convertible notes. Our ability to generate adequate cash flows on a short- and medium-term basis depends substantially on the trading performance of our vessels. Historically, market rates for charters of our vessels have been volatile. Periodic adjustments to the supply of and demand for oil tankers cause the industry to be cyclical in nature. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short- and medium-term liquidity.

 

Our funding and treasury activities are conducted within corporate policies to maximize investment returns while maintaining appropriate liquidity for our requirements. Cash and cash equivalents are held primarily in U.S. dollars with some balances held in British Pounds, Euros, and other currencies we may hold for limited amounts.

 

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As of September 30, 2017 and December 31, 2016, we had $97.2 million and $206.7 million in cash and cash equivalents, respectively.

 

Our short-term liquidity requirements relate to payment of operating costs (including certain repairs performed in drydock), lease payments for our chartered-in fleet, funding working capital requirements, maintaining cash reserves against fluctuations in operating cash flows as well as maintaining some cash balances on accounts pledges under borrowings from commercial banks.

 

Sources of short-term liquidity include cash balances, restricted cash balances, syndicated credit lines, short-term investments and receipts from our customers. Revenues from time charters and bareboat charters are generally received monthly in advance. Revenues from FSO service contracts are received monthly in arrears while revenues from voyage charters are received upon completion of the voyage. As of September 30, 2017 and December 31, 2016, we had $45.0 million and $60.0 million in available syndicated credit lines, respectively.

 

Our medium- and long-term liquidity requirements include funding the equity portion of investments in new or replacement vessels and funding all the payments we are required to make under our loan agreements with commercial banks. Sources of funding for our medium- and long-term liquidity requirements include new loans, refinancing of existing arrangements, drawdown under committed secured revolving credit facilities, issuance of new notes or refinancing of existing ones via public and private debt offerings, equity issues, vessel sales and sale and leaseback arrangements. As of September 30, 2017 and December 31, 2016, we had $586.2 million and $295.8 million in available committed secured revolving credit facilities, respectively.

 

Net cash from (used in) operating activities during the nine months ended September 30, 2017 was $174.7 million, compared to $365.8 million during the nine months ended September 30, 2016. Our partial 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 in periods subsequent to September 30, 2017, will have a positive or negative comparative impact, respectively, on the amount of cash provided by operating activities.

 

We believe that our working capital resources are sufficient to meet our requirements for the next 12 months from the date of this report.

 

As of September 30, 2017 and December 31, 2016, our total indebtedness was $1,034.0 million and $1,159.0 million, respectively.

 

We expect to finance our funding requirements with cash on hand, operating cash flow and bank debt or other types of debt financing. In the event that our cash flow from operations does not enable us to satisfy our short-term or medium- to long-term liquidity requirements, we will also have to consider alternatives, such as raising equity, or new convertible notes, which could dilute shareholders, or selling assets (including investments), which could negatively impact our financial results, depending on market conditions at the time, establish new loans or refinancing of existing arrangements.

 

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Our Borrowing Activities

 

   Amounts Outstanding as of 
(US$ in thousands)  September 30,
2017
   December 31,
2016
 
Euronav NV Credit Facilities          
$500.0 Million Senior Secured Credit Facility   -    - 
$340.0 Million  Senior Secured Credit Facility   111,666    207,271 
$750.0 Million Senior Secured Credit Facility   355,000    612,050 
$409.5 Million Senior Secured Credit Facility   120,500    222,036 
$67.5 Million Secured Loan Facility (Larvotto)   26,165    29,143 
$76.0 Million Secured Loan Facility (Fiorano)   24,625    27,813 
$108.5 Million Secured Loan Facility   104,932    - 
           
Credit Line Facilities          
Credit lines   15,000    - 
           
Senior unsecured bond          
Senior unsecured bond   150,000    - 
           
Treasury notes program          
Treasury notes program   59,030    - 
           
Total interest bearing debt   966,918    1,098,313 
           
Joint Venture Credit Facilities (at 50% economic interest)          
$500.0 Million Secured Loan Facility (TI Asia and TI Africa)   -    37,671 
           
Total interest bearing debt - joint ventures   -    37,671 

 

Euronav NV Credit Facilities

 

$108.5 Million Senior Secured Credit Facility

 

On April 25, 2017, we entered into a $108.5 million revolving credit facility with DNB Bank ASA, as Agent and Security Trustee. This facility is comprised of (i) a term loan of $27.1 million from a syndicate of commercial lenders which we refer to as the “commercial tranche” and (ii) a term loan of $81.4 million insured by the Korea Trade Insurance Corporation, which we refer to as “K-sure tranche”. We used the proceeds of this facility to finance our acquisition of the VLCC newbuildings Ardeche and Aquitaine, which were delivered to us on January 12, 2017 and January 20, 2017, respectively, and which serve as security under this facility. The commercial tranche bears interest at LIBOR plus a margin of 1.95% per annum plus applicable mandatory costs and is reduced in 24 installments of consecutive six-month interval and a final $21.7 million repayment is due at maturity in 2029.The K-sure tranche bears interest at LIBOR plus a margin of 1.50% per annul plus applicable mandatory costs and is reduced in 24 installments of consecutive six-month interval till maturity in 2029. As of September 30, 2017, the outstanding balance on this facility was $104.9 million. The facility agreement contains a provision that entitles the lenders to require us to prepay to the lenders, on January 12, 2024, with 180 days’ notice, their respective portion of any advances granted to us under the facility. The facility agreement also contains provisions that allow the remaining lenders to assume an outgoing lender’s respective portion(s) of the advances made to us or to allow us to suggest a replacement lender to assume the respective portion of such advances.

 

$409.5 Million Senior Secured Credit Facility

 

On December 16, 2016, we entered into a $409.5 million senior secured amortizing revolving credit facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. We used the proceeds of this facility to refinance all remaining indebtedness under our $500.0 Million Senior Secured Credit Facility. This facility is secured by 11 of our wholly-owned vessels. The revolving credit facility is reduced in 12 installments of consecutive six-month interval and a final $129.2 million repayment is due at maturity in 2023. This facility bears interest at LIBOR plus a margin of 2.25% per annum plus applicable mandatory costs. As of September 30, 2017, the outstanding balance on this facility was $120.5 million.

 

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$750.0 Million Senior Secured Credit Facility

 

On August 19, 2015, we entered into a $750.0 million secured loan facility with a syndicate of banks and Nordea Bank Norge SA, as Agent and Security Agent. This facility is comprised of a $500.0 million revolving credit facility, a $250.0 million revolving acquisition facility, and an uncommitted $250.0 million upsize facility. We used the proceeds of this facility to refinance all remaining indebtedness under our $750.0 million senior secured credit facility (2011) and our $65.0 million secured credit facility and for the acquisition of the Metrostar Acquisition Vessels in June 2015. This facility is secured by 24 of our wholly-owned vessels. The revolving credit facility is reduced in 13 installments of consecutive six-month interval. The revolving acquisition facility is reduced in 13 installments of consecutive six-month interval and a final $154.0 million repayment is due at maturity in 2022. This facility bears interest at LIBOR plus a margin of 1.95% per annum plus applicable mandatory costs. Following the sale of the Cap Laurent in November 2015, the total revolving credit facility was reduced by $11.5 million. Following the sale of the Famenne in January 2016, the total revolving credit facility was reduced by $21.3 million. Following the sale of the Ti Topaz in June 2017, the total revolving credit facility was reduced by $19.5 million. As of September 30, 2017 and December 31, 2016 the outstanding balance on this facility was $355.0 million and $612.1 million, respectively.

 

$340.0 Million Senior Secured Credit Facility

 

On October 13, 2014, we entered into a $340.0 million senior secured credit facility with a syndicate of banks and ING Bank N.V., as Agent and Security Trustee. Borrowings under this facility have been used to partially finance our acquisition of the VLCC Acquisition Vessels and to repay $153.1 million of outstanding debt and retire our $300.0 million Secured Loan Facility dated April 3, 2009. This facility is comprised of (i) a $148.0 million non-amortizing revolving credit facility and (ii) a $192.0 million term loan facility. This facility has a term of 7 years and bears interest at LIBOR plus a margin of 2.25% per annum. This credit facility is, secured by eight of our wholly-owned vessels, the Fraternity, Felicity, Cap Felix, Cap Theodora and the VLCC Acquisition Vessels. As of September 30, 2017 and December 31, 2016 the outstanding balance on this facility was $111.7 million and $207.3 million, respectively.

 

$500.0 Million Senior Secured Credit Facility

 

On March 25, 2014, we entered into a $500.0 million senior secured credit facility with DNB Bank ASA, Nordea Bank Norge ASA, and Skandinaviska Enskilda Banken AB (publ). This facility bears interest at LIBOR plus a margin of 2.75% per annum and is repayable over a term of six years with maturity in 2020 and is secured by the 2014 Fleet Acquisition Vessels. The proceeds of the facility were drawn and used to partially finance the purchase price of the 2014 Fleet Acquisition Vessels. On December 21, 2016, we repaid this facility in full using a portion of the borrowings under our new $409.5 million Senior Secured Credit Facility.

 

$76.0 Million Secured Loan Facility (Fiorano)

 

On October 23, 2008, one of our previously 50%-owned joint ventures, Fiorano Shipholding Limited, entered into a $76.0 million loan facility with Scotiabank Ireland Ltd. to partially finance the acquisition of the Capt. Michael. This loan had an original term of eight years and was extended in January 2017 bringing the final maturity date to January 31, 2020, with a final balloon payment of $14.0 million.. This loan bears interest at LIBOR plus a margin of 1.95% per annum. As of December 31, 2015 the outstanding balance on this facility was $32.0 million, of which we had a 50% economic interest of $16.0 million. After the Share Swap and Claims Transfer Agreement (see Fleet Development), we acquired the full economic interest in this loan facility, and as of September 30, 2017, and December 31, 2016 the outstanding balance on this facility was $24.6 million and $27.8 million, respectively.

 

$67.5 Million Secured Loan Facility (Larvotto)

 

On August 29, 2008, one of our previously 50%-owned joint ventures, Larvotto Shipholding Limited, entered into a $67.5 million loan facility, as supplemented by a supplemental letter dated November 28, 2011, with Fortis Bank S.A./N.V. to partially finance the acquisition of the Maria. This loan has a term of eight years starting after the delivery of the vessel (January 2012) with a balloon payment of $16.2 million due at maturity. This loan bears interest at LIBOR plus a margin of 1.5% per annum. As of December 31, 2015, the outstanding balance on this facility was $33.1 million of which we had a 50% economic interest of $16.5 million. After the Share Swap and Claims Transfer Agreement (see Fleet Development), we acquired the full economic interest in this loan facility, and as of September 30, 2017 and December 31, 2016, the outstanding balance on this facility was $26.2 million and $29.1 million, respectively.

 

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$150.0 Million Senior Unsecured Note

 

On May 31, 2017, we successfully completed a new senior unsecured bond issue of $150.0 million with a fixed coupon of 7.50% and maturity in May 2022. The net proceeds from the bond issue are used for general corporate purposes. DNB Markets, Nordea and Arctic Securities AS acted as joint lead managers in connection with the placement of the bond issue. The related transaction costs for a total of USD 2.7 million are amortized over the lifetime of the instrument using the effective interest rate method.

 

€50.0 Million Treasury Notes Program

 

On June 6, 2017, the Group signed an agreement with BNP to act as dealer for a Treasury Notes Program with a maximum outstanding amount of €50 million. The Treasury Notes are issued on an as needed basis with different durations and initial pricing is set to 60bps over Euribor. As of September 30, 2017 the outstanding balance under this program was €50 million or $59.0 million.

 

Joint Venture Credit Facilities (at 50% economic interest)

 

$500.0 Million Secured Loan Facility (TI Asia and TI Africa)

 

On October 3, 2008, two of our 50%-owned joint ventures, TI Asia Ltd. and TI Africa Ltd., entered into a $500.0 million senior secured credit facility with a group of commercial lenders with ING Bank N.V. as Agent and Security Trustee. We used the proceeds of this facility to finance the acquisition of two ULCC vessels, TI Asia and TI Africa, and to convert these vessels to FSOs, which serve as collateral under this facility. This facility consists of two tranches; the FSO Asia tranche matured in 2017 and bore interest at LIBOR plus a margin of 1.15% per annum, and the FSO Africa tranche, following the restructuring of this tranche, matured in 2015 and bore interest at LIBOR plus a margin of 2.75% per annum. As of December 31, 2016, the outstanding balance on this facility was $75.4 million, of which we had a 50% economic interest of $37.7 million. The loan was repaid in full on July 13, 2017.

 

The joint venture loans described above were secured by a mortgage of the specific vessel and guaranteed by the respective shareholders of each joint venture on a several basis.

 

Security

 

Our secured indebtedness is generally secured by:

 

·a first priority mortgage in all collateral vessels;

 

·a general pledge of earnings generated by the vessels under mortgage for the specific facility; and

 

·a parent guarantee when the indebtedness is not taken at the level of the parent

 

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Loan Covenants

 

Our debt agreements discussed above generally contain financial covenants, which require us to maintain, among other things:

 

·an amount of current assets that, on a consolidated basis, exceeds our current liabilities. Current assets may include undrawn amount of any committed revolving credit facilities and credit lines having a maturity of more than one year;

 

·an aggregate amount of cash, cash equivalents and available aggregate undrawn amounts of any committed loan of at least $50.0 million or 5% of our total indebtedness (excluding guarantees), depending on the applicable loan facility, whichever is greater;

 

·an aggregate cash balance of at least $30.0 million; and

 

·a ratio of stockholders’ equity to total assets of at least 30%.

 

Our credit facilities discussed above also contain restrictions and undertakings which may limit our and our subsidiaries' ability to, among other things:

 

·effect changes in management of our vessels;

 

·transfer or sell or otherwise dispose of all or a substantial portion of our assets;

 

·declare and pay dividends, (with respect to each of our joint ventures, other than Seven Seas Shipping Limited, no dividend may be distributed before its loan agreement, as applicable, is repaid in full); and

 

·incur additional indebtedness.

 

A violation of any of our financial covenants or operating restrictions contained in our credit facilities may constitute an event of default under our credit facilities, which, unless cured within the grace period set forth under the applicable credit facility, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with our loan covenants, sell vessels in our fleet, reclassify our indebtedness as current liabilities and accelerate our indebtedness and foreclose their liens on our vessels and the other assets securing the credit facilities, which would impair our ability to continue to conduct our business.

 

Furthermore, certain of our credit facilities contain a cross-default provision that may be triggered by a default under one of our other credit facilities. A cross-default provision means that a default on one loan would result in a default on certain other loans. Because of the presence of cross-default provisions in certain of our credit facilities, the refusal of any one lender under our credit facilities to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities have waived covenant defaults under the respective credit facilities. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities if our lenders foreclose their liens, which would adversely affect our ability to conduct our business.

 

Moreover, in connection with any waivers of or amendments to our credit facilities that we may obtain, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness.

 

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In addition, we have provided, and may continue to provide in the future, unsecured loans to our joint ventures which we consider economically as equivalent to investments in the joint ventures. Accordingly, in the event our joint ventures do not repay these loans as they become due and payable, the value of our investment in such entities may decline. Furthermore, we have provided, and may continue to provide in the future, guarantees to certain banks with respect to commercial bank indebtedness of our joint ventures. Failure on behalf of any of our joint ventures to service its debt requirements and comply with any provisions contained in its commercial loan agreements, including paying scheduled installments and complying with certain covenants, may lead to an event of default under its loan agreement. As a result, if our joint ventures are unable to obtain a waiver or do not have enough cash on hand to repay the outstanding borrowings, their lenders may foreclose their liens on the vessels securing the loans or seek repayment of the loan from us, or both, which would have a material adverse effect on our financial condition, results of operations, and cash flows. As of December 31, 2016, $75.4 million was outstanding under these joint venture loan agreements, of which we guaranteed $37.7 million. As of September 30, 2017, no amount was outstanding under any of these joint venture loan agreements.

 

As of September 30, 2017 and December 31, 2016, we were in compliance with all of the covenants contained in our debt agreements, and our joint ventures were in compliance with all of the covenants contained in their respective debt agreements.

 

Guarantees

 

We have provided guarantees to financial institutions that have provided credit facilities in 2016 to two of our joint ventures, in the aggregate amount of $37.7 million. The related outstanding bank loans were repaid on July 13, 2017

 

In addition, on July 14, 2017 and September 22, 2017, TI Asia Ltd. and TI Africa Ltd., two 50%-owned joint ventures, which own the FSO Asia and FSO Africa, two FSO vessels, respectively, entered into two guarantees of up to $5.0 million each with ING Bank, in favor of North Oil Company in connection with its use of the FSO Asia and FSO Africa. These guarantees terminate on October 21, 2022 for the FSO Asia and December 21, 2022 for the FSO Africa. As of September 30, 2017, these guarantees have not been called upon.

 

Trend information

 

The supply and demand patterns for ships continue to be the biggest impact on revenues. Generally the global demand for oil transportation on ships is affected by the global demand for crude oil, which in turn is highly dependent on the state of the global economy. Most economies across the world are experiencing healthy economic growth at the moment and this is reflected in strong oil demand growth. In its latest published report the International Energy Agency (IEA) are forecasting 2018 oil demand growth of 1.29 million barrels per day compared to average growth levels in the last 10 years of 1.15 million barrels. The market has recently seen the price of oil increase, which could have a dampening effect on oil demand going forward.

 

The rate at which a change in oil demand impacts the demand for oil tankers depends not only on the nominal change in oil demand but also how this oil is traded. Looking at crude oil, the market has recently seen a significant uptick in exports emanating from the US Gulf, most of which have been destined for China and other Far Eastern customers. This oil travels a substantially longer distance than crude oil originating from the Arabian Gulf headed for the same destination, and hence employs the crude tankers for a longer period of time. The current trend is a rise in crude exports from the Atlantic basin combined with demand growth centered in the Far East providing longer employment times for crude tankers for the incremental barrel produced.

 

The supply of tankers is influenced by the number of vessels delivered to the fleet, the number of vessels removed from the fleet (through scrapping or conversion) and the number of vessels tied up in alternative employment such as storage. 2017 saw a significant number of new ships join the fleet across all the crude tanker segments, and this trend is set to continue in 2018. The tanker orderbook as a whole however remains moderate, with both the VLCC and Suezmax orderbooks equal to 14% of the current fleet. Vessel exits from the trading fleet have started to gain momentum towards the end of 2017. We expect this trend to continue in 2018 as a number of factors support increased scrapping levels. These include the freight environment being at the lowest levels seen for many years, scrap prices increasing and regulatory pressure on ship owners to make decisions on whether to continue trading their older tonnage or put them through costly upgrades to comply with new directives, such as the Ballast Water Management convention.

 

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Our revenues are also affected by our strategy to employ some of our vessels on time charters, which have a fixed income for a pre-set period of time as opposed to trading ships in the spot market where their earnings are heavily impacted by the supply and demand balance. The Management team continuously evaluates the value of both strategies and makes informed decisions on the chartering mix based on anticipated earnings, and through this process we aim to always maximize each vessel’s return.

 

We have no funding requirements going forward all things being equal and are supported by a proven management team, strict capital discipline and an established dividend distribution policy.

 

Off-balance sheet arrangements

 

We are committed to make rental payments under operating leases for vessels and for office premises. The future minimum rental payments under our non-cancellable operating leases are disclosed below under "Contractual Obligations."

 

Tabular disclosure of contractual obligations

 

Contractual Obligations

 

As of September 30, 2017 we had the following contractual obligations and commitments which are based on contractual payment dates:

 

(US$ in thousands)  Total   2017   2018   2019   2020   2021   Thereafter 
Long-term bank loan facilities   742,888    2,055    47,361    71,139    148,334    109,067    364,932 
Long-term debt obligations   150,000    -    -    -    -    -    150,000 
Treasury note program   59,030    59,030    -    -    -    -    - 
Bank credit line facilities   15,000    -    -    -    15,000    -    - 
Operational leases (vessels)   135,872    8,096    32,120    32,120    32,208    31,328    - 
Operational leases (non-vessel)   10,985    630    2,228    1,930    1,787    1,698    2,712 
Capital Expenditure commitments   198,293    12,371    185,922    -    -    -    - 
Total contractual obligations due by period   1,312,068    82,182    267,631    105,189    197,329    142,093    517,644 

 

 

Not included in the table above are options that have been granted to us but not yet exercised under our time charter-in agreements to extend their respective durations.

 

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