Notes to the consolidated financial statements
These notes form an integral part of and should be read in conjunction with the accompanying consolidated financial statements.
- General information
- Significant accounting policies
- Expenses by nature
- Employee benefits
- Income taxes
- Earnings per share
- Property, plant and equipment
- Intangible assets
- Assets held for sale
- Trade and other receivables
- Loans receivable from joint ventures
- Associated companies and joint venture
- Cash and cash equivalents including restricted cash
- Share capital and contributed surplus
- Other reserves
- Share-based payment arrangements
- Derivative financial instruments
- Trade and other payables
- Leases – as Lessee
- Financial guarantee contracts
- Financial risk management
- Holding corporations
- Related party transactions
- Segment information
- Dividends paid
- Events occurring after balance sheet date
- Authorisation of financial statements
- Listing of companies in the Group
1 General information
1.1 General information
Hafnia Limited (the “Company”) is listed on the Oslo Stock Exchange and incorporated and domiciled in Bermuda. The address of its registered office is Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton HM EX, Bermuda.
The principal activity of the Group relates to the provision of global maritime services in the product tankers market.
1.2 Business impacts from Covid-19 pandemic
The World Health Organization declared a global pandemic in March 2020 as a result of Covid-19. The effects of this health crisis are continuing to unfold while global oil demand remans weak. Despite the lifting of restrictions across countries following a high percentage of vaccination, the recovery in global oil demand was not evident for most of the financial year This explains the lower demand for seaborne transportation and weaker freight rates for the tankers market during the year, before demand picked up modestly during the fourth quarter of 2021. The Group recorded a loss for the current financial year, and has considered the impact of Covid-19 in preparing its financial report for the year.
Critical accounting estimates and key judgement areas of the Group were assessed. The impact of Covid-19 increases the level of judgement for impairment assessment of property, plant and equipment, and right-of-use assets. These assumptions and considerations are further outlined in Note 8.
Other Covid-19 assessments conducted by the Group were extended to liquidity risk management (refer to Note 25(c)), debt covenants test (refer to Note 25(d)), credit default on financial assets (refer to Note 25(b)) entered with counterparties. There were no negative or adverse impacts on the Group’s financial risk management. Neither did the Group find it necessary to record any impairment losses on the Group’s fleet of vessels, notwithstanding the risk of estimation uncertainties embedded in the determination of recoverable amounts of the Group’s vessels, as disclosed in Note 2.3(b).
2. Significant accounting policies
2.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), and have been prepared under the historical cost convention, except as disclosed in the accounting policies below.
2.2 Changes in accounting policies Amendments to published standards effective in 2021
The Group has adopted the following relevant amendments to standards as of 1 January 2021:
- Covid-19 related rent concessions (Amendment to IFRS 16)
- Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39 and IFRS 7, IFRS 4 and IFRS 16)
The adoption of these new standards and amendments to the published standards does not have a material impact on the consolidated financial statements.
New standard and amendments to published standards, effective in 2022 and subsequent years
The following new standard and amendments, which are relevant to the Group’s operations but have not been early adopted, have been published and are mandatory for accounting periods beginning on or after 1 January 2022 (or otherwise stated) or later periods:
- Property, plant and equipment – Proceeds before Intended Use (Amendments to IAS 16) (effective 1 January 2022 or later)
- Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) (effective 1 January 2022 or later)
- Reference to the Conceptual Framework (Amendments to IFRS 3) (effective 1 January 2022 or later)
- Annual Improvements to IFRS Standards 2018-2020
- Disclosure of Accounting Policies (Amendments to IAS 1 and Practice Statement 2)
- Definition of Accounting Estimates (Amendments to IAS 8)
- Deferred Tax related to Assets and Liabili ties arising from a Single Transaction (Amendments to IAS 12)
b) New standard:
- IFRS 17 Insurance Contracts (effective 1 January 2023 or later)
The adoption of these new standard and amendments in future periods is not expected to give rise to a material impact on the consolidated financial statements.
2.3 Critical accounting estimates and assumptions
The preparation of consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions discussed below.
Certain amounts included in or affecting the consolidated financial statements and related disclosures are estimated, requiring the Group to make assumptions with respect to values or conditions which cannot be known with certainty at the time the consolidated financial statements are prepared. A critical accounting estimate or assumption is one which is both important to the portrayal of the Group’s financial condition and results and requires management’s most difficult, subjective or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management evaluates such estimates on an ongoing basis, using historical results and experience, consideration of relevant trends, consultation with experts and other methods considered reasonable in the particular circumstances.
The following is a summary of estimates and assumptions which have a material effect on the accounts.
(a) Useful life and residual value of assets
The Group reviews the useful lives and residual values of its vessels at least at each financial year-end and any adjustments are made on a prospective basis. Residual value is estimated as the lightweight tonnage of each vessel multiplied by the expected scrap value per ton. If estimates of the residual values are revised, the amounts of depreciation charges in the future periods will be changed.
There was no significant change to the estimated residual values of any vessel for the financial years ended 31 December 2021 and 31 December 2020.
The useful lives of the vessels are assessed periodically based on the condition of the vessels, market conditions and other regulatory requirements. If the estimates of useful lives for the vessels are revised or there is a change in useful lives, the amounts of depreciation charges recorded in future periods will be changed.
(b) Impairment/Reversal of impairment of non-financial assets
Property, plant and equipment and right-of-use assets are tested for impairment whenever there is any objective evidence or indication that these assets may be impaired or a reversal of previously recognised impairment charge may be required. The recoverable amount of an asset, and where applicable, a cash-generating unit (“CGU”), is determined based on the higher of fair value less costs to sell and value-in-use calculations prepared on the basis of management’s assumptions and estimates.
All impairment calculations demand a high degree of estimation, which include assessments of the expected cash flows arising from such assets under various modes of deployment, and the selection of discount rates. Changes to these estimates may significantly impact the impairment charges recognised, and future changes may lead to reversals of any previously recognised impairment charges. The Group views that the forecast of future freight rates, representing the main driver of recoverable amounts of the Group’s vessels to be inherently difficult to estimate. This is further complicated by the volatility in oil prices caused by geopolitics and macroeconomic forces, together with the cyclical nature of freight rates prevailing in the tankers market.
See Note 8 for further disclosures on estimation of the recoverable amounts of vessels, together with related sensitivity analysis on assumptions used.
(c) Revenue recognition
All freight voyage charter revenues and voyage expenses are recognised on a percentage of completion basis. Load-to-discharge basis is used in determining the percentage of completion for all spot voyages and voyages servicing contracts of affreightment. Under the load-to-discharge method, freight voyage charter revenue is recognised evenly over the period from the point of loading of the current voyage to the point of discharge of the current voyage.
Management uses its judgement in estimating the total number of days of a voyage based on historical trends, the operating capability of the vessel (speed and fuel consumption), and the distance of the trade route. Actual results, however, may differ from estimates.
Demurrage revenue is recognised as revenue from voyage charters in profit or loss, based on past experience of demurrages recovered over total estimated claims issued to customers historically.
(d) Extension and purchase options in measurement of lease liabilities
The contracts of certain leased-in vessels contain purchase and/or extension options exercisable by the Group. The Group assesses at lease commencement date, or re-assesses when there are significant changes in circumstances within its control, whether it is reasonably certain to exercise the option(s). Such assessment requires management judgement and affects the measurement of right-of-use assets and related lease liabilities.
2.4 Revenue and income recognition
Revenue comprises the fair value of consideration received or receivable for the rendering of services in the ordinary course of the Group’s activities, net of rebates, discounts and off-hire charges, and after eliminating sales within the Group.
(a) Rendering of services
Revenue from rendering of services in the ordinary course of business is recognised when the Group satisfies a performance obligation (“PO”) by transferring control of a promised good or service to the customer. The amount of revenue recognised is the amount of the transaction price allocated to the satisfied PO.
Revenue from time charters, accounted for as operating leases, is recognised rateably over the rental periods of such charters, as services are performed.
Revenue from freight voyage charters is recognised rateably over the estimated length of the voyage within the respective reporting period, in the event the voyage commences in one reporting period and ends in the subsequent reporting period. The Group determines the percentage of completion of freight voyage charter using the load-to-discharge method. Under the loadto- discharge method, freight voyage charter revenue is recognised rateably over the period from the point of loading of the current voyage to the point of discharge of the current voyage.
Losses arising from time or voyage charters are provided for in full as soon as they are anticipated.
The Group has vessels which participate in commercial pools in which other vessel owners with similar, high-quality, modern and well-maintained vessels also participate. These pools employ experienced commercial charterers and operators who have established relationships with customers and brokers, while technical management is arranged by each vessel owner. The managers of the pools negotiate charters with customers primarily in the spot market. The earnings allocated to vessels are aggregated and divided on the basis of a weighted scale, or pool point system, which reflects comparative voyage results on hypothetical benchmark routes. The pool point system considers various factors such as size, fuel consumption, class notation and other capabilities. Pool revenues are recognised when the vessel has participated in a pool during the period and the amount of pool revenue for the period can be estimated reliably.
(b) Management fees
Revenue from the provision of management support services is recognised over time based on the period of services provided.
(c) Interest income
Interest income is recognised on an accrual basis using the effective interest method.
2.5 Group accounting
Subsidiaries are entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but are considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been aligned where necessary to ensure consistency with the policies adopted by the Group.
The acquisition method of accounting is used to account for business combinations by the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date, and any gains or losses arising from such re-measurement are recognised in profit or loss.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the date of acquisition either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net identifiable assets.
The excess of (i) the consideration transferred, the amount of any non-controlling interest in the acquiree, and the acquisition-date fair value of any previous equity interest in the acquiree over the (ii) fair value of the net identifiable assets acquired, is recorded as goodwill.
The excess of (i) fair value of the net identifiable assets acquired over the (ii) consideration transferred; the amount of any non-controlling interest in the acquiree; and the acquisition-date fair value of any previous equity interest in the acquiree; is recorded in profit or loss during the period when it occurs.
The Group has an option to apply a “concentration test” that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.
When a change in the Group’s ownership interest in a subsidiary results in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific standard.
Any retained interest in the entity is re-measured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognised in profit or loss.
(b) Associated companies and joint ventures
Associated companies are entities over which the Group has significant influence, but not control or joint control. Significant influence is presumed to exist when the Group holds 20% or more of the voting rights of another entity.
Joint ventures are entities over which the Group has joint control as a result of contractual arrangements and rights to the net assets of the entities.
Investments in associated companies and joint ventures are accounted for in the consolidated financial statements using the equity method of accounting (net of accumulated impairment losses).
The acquisition method of accounting is used to account for new and incremental acquisitions in associated companies and joint ventures.
Investments in associated companies and joint ventures are initially recognised at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Goodwill on associated companies and joint ventures represents the excess of the cost of acquisition of the associated companies and joint ventures over the Group’s share of the fair value of the identifiable net assets of the associated companies or joint ventures and is included in the carrying amount of the investments.
Any excess of the Group’s share of the net fair value of the investee’s identifiable assets and liabilities over the cost of the investment is recognised in profit or loss during the period when it occurs.
In applying the equity method of accounting, the Group’s share of its associated companies’ and joint ventures’ post-acquisition profits or losses is recognised in profit or loss and its share of post-acquisition other comprehensive income is recognised in other comprehensive income. These post-acquisition movements and distributions received from associated companies and joint ventures are adjusted against the carrying amount of the investments. When the Group’s share of losses in an associated company or joint venture equals or exceeds its interest in the associated company or joint venture including any other unsecured non-current receivables, the Group does not recognise further losses, unless it has incurred obligations or has made payments on behalf of the associated company or joint venture
Unrealised gains on transactions between the Group and its associated companies and joint ventures are eliminated to the extent of the Group’s interest in the associated companies and joint ventures. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements of associated companies and joint ventures to ensure consistency of accounting policies with those of the Group.
Investments in associated companies and joint ventures are derecognised when the Group loses significant influence or joint control. Any retained interest in the equity is remeasured at its fair value. The difference between the carrying amount of the retained investment at the date when significant influence or joint control is lost and its fair value is recognised in profit or loss.
Gains and losses arising from partial disposals or dilutions in investments in associated companies and joint ventures in which significant influence or joint control is retained are recognised in profit or loss.
2.6 Property, plant and equipment
- Property, plant and equipment are initially recognised at cost and subsequently carried at cost less accumulated depreciation and accumulated impairment losses.
- The cost of an item of property, plant and equipment initially recognised includes expenditure that is directly attributable to the acquisition of the item. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring the asset.
- The acquisition cost capitalised to a vessel under construction is the sum of the instalments paid plus other directly attributable costs incurred during the construction period including borrowing costs. Vessels under construction are not depreciated and reclassified as vessels upon delivery from the yard.
- If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate components of property, plant and equipment
(1) Depreciation is calculated using a straight-line method to allocate the depreciable amounts of property, plant and equipment, after taking into account the residual values over their estimated useful lives. The residual values, estimated useful lives and depreciation method of property, plant and equipment are reviewed, and adjusted as appropriate, at least annually. The effects of any revision are recognised in profit or loss when the changes arise. The estimated useful lives are as follows:
- Tankers – 25 years
- Scrubbers – 5 years
- Dry docking – 2.5 to 5 years
A proportion of the price paid for new vessels is capitalised as dry docking. These costs are depreciated over the period to the next scheduled dry docking, which is generally 30 to 60 months. At the commencement of new dry docking, the remaining carrying amount of the previous dry docking will be written off to profit or loss.
(2) Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately. The remaining carrying amount of the old component as a result of a replacement will be written off to profit or loss.
(c) Subsequent expenditure
Subsequent expenditure relating to property, plant and equipment, including scrubbers and dry docking that has already been recognised, is added to the carrying amount of the asset only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance expense is recognised in profit or loss when incurred.
On disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is recognised in profit or loss.
2.7 Intangible assets
The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise.
IT infrastructure and customer contracts
IT infrastructure and customer contracts acquired through business combinations are initially recognised at fair value. These intangibles are subsequently carried at amortised cost less accumulated impairment losses using the straight-line method over their individual estimated useful lives of 5 years.
2.8 Financial assets
(a) Recognition and initial measurement
Trade receivables are initially recognised when they are originated. Other financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss (FVTPL), which are recognised at fair value. Transaction costs for financial assets at FVTPL are recognised immediately as expenses.
The Group classifies its financial assets at amortised cost and at FVTPL. The classification depends on the business model in which a financial asset is managed and its contractual cash flows characteristics. Management determines the classification of its financial assets at initial recognition. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. The Group holds the following classes of financial assets:
(1) Financial assets at amortised cost
A financial asset is classified as measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
They are presented as current assets, except for those expected to be realised later than 12 months after the balance sheet date which are presented as non-current assets. They are presented as “trade and other receivables“ (Note 12), “loans receivable from joint venture”, “loans receivable from pool participants” (Note 13) and “cash and cash equivalents” (Note 15) in the consolidated balance sheet
(2) FVTPL financial assets
All financial assets not classified as measured at amortised cost as described above are measured at FVTPL.
(c) Business model assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
- the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;
- the stated policies and objectives for the portfolio and the operation of those policies in practice;
- how the performance of the portfolio is evaluated and reported to the Group’s management;
- the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
- how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets
(d) Subsequent measurement
Financial assets at FVTPL are subsequently carried at fair value. Financial assets at amortised cost are subsequently carried at amortised cost using the effective interest method.
Changes in the fair values of financial assets at FVTPL including the effects of currency translation are recognised in profit or loss.
(e) Derecognition of financial assets
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cashflows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
(f) Offsetting financial instruments
Financial assets and liabilities are offset, and the net amount reported in the consolidated balance sheet, when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously.
For financial assets measured at amortised cost and contract assets, the Group assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired and recognises an allowance for expected credit loss (ECL) at an amount equal to the lifetime expected credit loss if there has been a significant increase in credit risk since initial recognition. If the credit risk has not increased significantly since initial recognition, the Group recognises an allowance for ECL at an amount equal to 12-month ECL.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that results from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
For trade receivables and contract assets, the Group applied the simplified approach permitted by IFRS 9, which requires the loss allowance to be measured at an amount equal to lifetime ECLs.
The Group applies the general approach to provide for ECLs on all other financial instruments. Under the general approach, the loss allowance is measured at an amount equal to 12-month ECLs at initial recognition.
At each reporting date, the Group assesses whether the credit risk of a financial instrument has increased significantly since initial recognition. When credit risk has increased significantly since initial recognition, loss allowance is measured at an amount equal to lifetime ECLs.
Measurement of ECLs
ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
- significant financial difficulty of the debtor;
- a breach of contract such as a default or being more than 90 days past due;
- the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;
- it is probable that the debtor will enter bankruptcy or other financial reorganisation; or
- the disappearance of an active market for a security because of financial difficulties.
Presentation of allowance for ECLs in the balance sheet
Loss allowances for financial assets measured at amortised cost and contract assets are deducted from the gross carrying amount of these assets.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience, informed credit assessment and other forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if the debtor is under significant financial difficulties, or when there is default or significant delay in payments. The Group considers a financial asset to be in default when the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held).
When the asset becomes uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recognised against the same line item in profit or loss.
The allowance for impairment loss account is reduced through profit or loss in a subsequent period when the amount of ECL decreases and the related decrease can be objectively measured. The carrying amount of the asset previously impaired is increased to the extent that the new carrying amount does not exceed the amortised cost had no impairment been recognised in prior periods.
2.9 Financial liabilities
Financial liabilities are classified and measured at amortised cost. Directly attributable transaction costs are recognised in profit or loss as incurred.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled, or expired. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
2.10 Impairment of non-financial assets
Property, plant and equipment are tested for impairment whenever there is objective evidence or indication that these assets may be impaired.
For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less costs to sell and value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. The impairment is then allocated to each single vessel on a pro-rata basis, based on the carrying amount of each vessel in the CGU with the limit of the higher of fair value less cost of disposal and value in use. The difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss.
An impairment loss for an asset (or CGU) other than goodwill is reversed if, and only if, there has been a change in the estimate of the asset’s (or CGU’s) recoverable amount since the last impairment loss was recognised. The carrying amount of the asset (or CGU) is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation and depreciation) had no impairment loss been recognised for the asset (or CGU) in prior years. A reversal of impairment loss for an asset (or CGU) other than goodwill is recognised in profit or loss.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the balance sheet date, in which case they are presented as non-current liabilities.
The Group derecognises a borrowing when its contractual obligations are discharged, cancelled, or expired. The Group also derecognises a borrowing when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.
On derecognition of a borrowing, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.
2.12 Borrowing costs
Borrowing costs are recognised in profit or loss using the effective interest method except for those costs that are directly attributable to the construction of vessels. This includes those costs on borrowings acquired specifically for the construction of vessels, as well as those in relation to general borrowings used to finance the construction of vessels.
Borrowing costs are capitalised in the cost of the vessel under construction. Borrowing costs on general borrowings are capitalised by applying a capitalisation rate to the construction expenditure that are financed by general borrowings.
2.13 Trade and other payables
Trade payables are obligations to pay for goods or services that have been acquired from suppliers in the ordinary course of business. Trade and other payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Trade and other payables are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method, and are derecognised when the Group’s obligation has been discharged or cancelled or expired.
2.14 Derivative financial instruments and hedging activities
A derivative financial instrument is initially recognised at its fair value on the date the contract is entered into and is subsequently carried at its fair value. The fair value of derivative financial instruments represents the amount estimated by banks or brokers that the Group will receive or pay to terminate the derivatives at the balance sheet date.
For derivative financial instruments that are not designated or do not qualify for hedge accounting, any fair value gains or losses are recognised in profit or loss as a finance item. In particular, gains and losses on currency derivatives are presented in profit or loss as ‘foreign currency exchange gain/(loss) – net’, whilst gains and losses on other derivatives are presented in profit or loss as ’derivative gain/(loss) – net’, unless the gains and losses are material.
The Group designates certain financial instruments in qualifying hedging relationships and documents at the inception of the transaction the relationship between the hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on a periodic basis, of whether the derivatives designated as hedging instruments are highly effective in offsetting changes in fair value or cash flows of the hedged items prospectively. For the purpose of evaluating whether the hedging relationship is expected to be highly effective (i.e. prospective effectiveness assessment), the Group assumes that the benchmark interest rate is not affected as a result of IBOR reform.
The Group enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item and no hedge ineffectiveness is deemed to exist. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness.
Cash flow hedges – Interest rate derivatives
The Group has entered into interest rate swaps that are cash flow hedges for the Group’s exposure to interest rate risk on its borrowings. These contracts entitle the Group to receive interest at floating rates on notional principal amounts and oblige the Group to pay interest at fixed rates on the same notional principal amounts, thus allowing the Group to raise borrowings at floating rates and swap them into fixed rates.
The Group has also entered into several interest rate caps that entitle the Group to receive interest payments when the floating interest rate goes above the strike rate. Since 2020, these interest rate caps were discontinued as hedging instruments and any fair value changes are recorded in profit or loss.
The fair value changes on the effective portion of interest rate derivatives designated as cash flow hedges are recognised in other comprehensive income, accumulated in the hedging reserve and reclassified to profit or loss when the hedged interest expense on the borrowings is recognised in profit or loss. The fair value changes on the ineffective portion of these interest rate derivatives are recognised immediately in profit or loss.
For a cash flow hedge of a forecast transaction, the Group assumes that the benchmark interest rate will not be altered as a result of interbank offered rates (IBOR) reform for the purpose of asserting that the forecast transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect profit or loss. The Group will no longer apply the amendments to its highly probable assessment of the hedged item when the uncertainty arising from interest rate benchmark reform with respect to the timing and amount of the interest rate benchmark-based future cash flows of the hedged item is no longer present, or when the hedging relationship is discontinued. To determine whether the designated forecast transaction is no longer expected to occur, the Group assumes that the interest rate benchmark cash flows designated as a hedge will not be altered as a result of interest rate benchmark reform.
2.15 Freight forward agreements
The Group has entered into freight forward agreements to manage its exposure to freight rates. Further details of derivative financial instruments are disclosed in Note 20.
Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship.
A derivative with a positive fair value is recognised as a financial asset whereas a derivative with a negative fair value is recognised as a financial liability. Derivatives are not offset in the financial statements unless the Group has both legal right and intention to offset. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instruments is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.
The Group does not apply hedge accounting and therefore all changes in fair values of forward freight agreements used for economic hedges are recognised in profit or loss.
2.16 Fair value estimation of financial assets and liabilities
The fair values of financial instruments traded in active markets (such as exchange-traded and over-the-counter securities and derivatives) are based on quoted market prices at the balance sheet date. The quoted market prices used for financial assets are the current bid prices and the quoted market prices for financial liabilities are the current asking prices.
The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques such as discounted cash flow analyses. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used.
The fair value of interest rate derivatives is calculated as the present value of the estimated future cash flows, discounted at actively quoted interest rates. The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the balance sheet date.
The carrying amounts of current financial assets and liabilities, measured at amortised cost, approximate their fair values, due to the short term nature of the balances. The fair values of financial liabilities carried at amortised cost are estimated by discounting the future contractual cash flows at current market interest rates, determined as those that are available to the Group at balance sheet date for similar financial instruments.
(a) When a group company is the lessee
When a group company is the lessee At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
For leases of vessels, the Group allocates the consideration in the contract to each lease and non-lease component on the basis of its relative stand-alone prices. However, for leases of property and other equipment, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset, less any lease incentives received.
The right-of-use asset is subsequently carried at cost less accumulated depreciation and accumulated impairment losses. Depreciation is calculated using a straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the applicable incremental borrowing rate. Generally, the Group uses the incremental borrowing rates as the discount rates. The Group determines the incremental borrowing rates by obtaining interest rates from various external financing sources.
Lease payments included in the measurement of the lease liability comprise the following:
- fixed payments, including in-substance fixed payments;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
- amounts expected to be payable under a residual value guarantee;
- exercise price under a purchase option that the Group is reasonably certain to exercise;
- lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and
- payment of penalties for early termination of a lease unless the Group is reasonably certain that it will not terminate early.
The lease liability is subsequently measured at amortised cost using the effective interest method. It is remeasured when:
- there is a change in future lease payments arising from a change in an index or rate;
- there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or
- there is a change in the Group’s assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recognised in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets as a part of total property, plant and equipment and lease liabilities in ‘borrowings’ in the consolidated balance sheet.
Short-term and low value leases
The Group has elected not to recognise right-of-use assets and lease liabilities for leases with lease terms that are less than 12 months and other low-value assets. Lease payments associated with these leases are recognised as an expense in profit or loss on a straight-line basis over the lease term.
(b) When a group company is the lessor
The Group determines at lease inception whether each lease is a finance lease or an operating lease.
Leases of assets in which the Group transfers (leases out) substantially all risks and rewards incidental to ownership of the leased asset to the lessees are classified as finance leases. The leased asset is derecognised and the present value of the lease receivable (net of initial direct costs for negotiating and arranging the lease) is recognised on the consolidated balance sheet as finance lease receivables. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. Lease income, included as part of revenue, is recognised over the lease term using the net investment method, which reflects a constant periodic rate of return.
The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease. The Group further regularly reviews estimated unguaranteed residual values used in calculating the gross investment in the lease.
Leases of assets in which the Group retains substantially all risks and rewards incidental to ownership are classified as operating leases. Assets leased out under operating leases are included in property, plant and equipment. Rental income (net of any incentives given to lessee) is recognised on a straight-line basis over the lease term.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is short-term lease to which the Group applies the exemption described above, the sub-lease is then classified as an operating lease.
(c) Sale and leaseback
A sale and leaseback transaction is where the Group transfers an asset to another entity (the buyer-lessor) and leases that asset back from the buyer-lessor.
Where the buyer-lessor obtains control of the transferred asset, the Group measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right-of-use retained by the Group.
Where the buyer-lessor does not obtain control of the transferred asset, the Group continues to recognise the transferred asset and recognises a financial liability equal to the transfer proceeds.
Inventories comprise mainly fuel and lubricating oils which are used for operation of vessels.
The cost of inventories includes purchase costs, as well as any other costs incurred in bringing inventory on board the vessel. Inventories are accounted for on a first-in, first-out basis, and stated at lower of cost and net realisable value. Consumption of inventories is recognised as an expense in profit or loss when the usage occurs.
2.19 Income taxes
The tax expense for the period comprises current and deferred taxes. Tax is recognised as income or expense in profit or loss, except to the extent that it relates to items recognised in other comprehensive income in which case the tax is also recognised in other comprehensive income.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. Positions taken in tax returns are evaluated periodically, with respect to situations in which applicable tax regulations are subject to interpretation, and provisions are established where appropriate, on the basis of amounts expected to be paid to the tax authorities. In relation to accounting for tax uncertainties, where it is more likely than not that the final tax outcome would be favourable to the Group, no tax provision is recognised until payment to the tax authorities is required, and upon which a tax asset, measured at the expected recoverable amount, is recognised. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred income tax arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not accounted for. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.
Deferred income tax is recognised on temporary differences arising on income earned from investments in subsidiaries, except where the timing of the reversal of the temporary difference can be controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
2.20 Employee benefits
Employee benefits are recognised as an expense, unless the cost qualifies to be classified as an asset.
(a) Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate entities on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid.
(b) Employee leave entitlement
Employee entitlements to annual leave are recognised when they accrue to employees. An accrual is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.
(c) Share-based payment
During the financial years ended 31 December 2020 and 2021, the Group introduced Long Term Incentive Plan (LTIP) 2020 and LTIP 2021 respectively. Under this scheme, the grantdate fair value of equity-settled share-based payment arrangements granted to employees is generally recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.
2.21 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in United States Dollars, which is the Company’s functional currency. All financial information presented in US dollars has been rounded to the nearest thousand, unless otherwise stated.
(b) Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates prevailing at the date of the transactions. Foreign currency exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date, are recognised in profit or loss.
2.22 Cash and cash equivalents
For the purpose of presentation in the consolidated statement of cash flows, cash and cash equivalents include cash on hand and deposits held at call with financial institutions, which are subject to an insignificant risk of change in value.
2.23 Share capital
Common shares are classified as equity.
Incremental costs directly attributable to the issuance of new equity instruments are taken to equity as a deduction, net of tax, from the proceeds.
Interim dividends are recognised in the financial year in which they are declared payable and final dividends are recognised when the dividends are approved for payment by the directors and shareholders respectively.
Provisions are recognised when the Group has a present legal or constructive obligation whereby as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and a reliable estimate of the settlement amount can be made. When the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. Provisions are not recognised for future operating losses.
For leased-in assets, the Group recognises a provision for the estimated costs of reinstatement arising from the use of these assets. This provision is estimated based on the best estimate of the expenditure required to settle the obligation, taking into consideration time value.
2.26 Financial guarantee contracts
Financial guarantee contracts are accounted for as insurance contracts and treated as contingent liabilities until such time as they become probable that the Group will be required to make a payment under the guarantee. A provision is recognised based on the Group’s estimate of the ultimate cost of settling all claims incurred but unpaid at the balance sheet date. The provision is assessed by reviewing individual claims and tested for adequacy by comparing the amount recognised and the amount that would be required to settle the guarantee contract.
2.27 Assets held for sale
Non-current assets are classified as assets held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. They are stated at the lower of carrying amount and fair value less costs to sell. The assets are not depreciated or amortised while they are classified as held for sale. Any impairment loss on initial classification and subsequent measurement is recognised as an expense in profit or loss. Any subsequent increase in fair value less costs to sell (not exceeding the accumulated impairment loss that has been previously recognised) is recognised in profit or loss.
2.28 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to management who are responsible for allocating resources and assessing performance of the operating segments.
2.29 Earnings per share
The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year, adjusted for own shares held. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, and the effects of all dilutive potential ordinary shares, which comprise share options granted to employees.
5. Employee benefits
|Wages and salaries (Note 4)||153,965||151,325|
6. Income taxes
Based on the tax laws in the jurisdictions in which the Group and its subsidiaries operate, shipping profits are exempted from income tax. Non-shipping profits are taxed at the prevailing tax rate of each tax jurisdiction where the profit is earned.
Certain of the Group’s vessels are subject to the tonnage tax regime in Denmark, whose effect is not significant.
Income tax expense
|Tax expense attributable to profit is made up of:|
|Current income tax||2,229||2,000|
|Changes in estimates related to prior years||2,161||654|
There is no income, withholding, capital gain or capital transfer taxes payable in Bermuda. The income tax expense reconciliation of the Group is as follows:
Reconciliation of effective tax rate
|(Loss)/profit before income tax||(51,103)||151,430|
|Tax calculated at a tax rate of 0% (2020: 0%)||–||–|
|– Tax on non-shipping income||2,229||2,000|
|– Changes in estimates related to prior years||2,161||654|
|Income tax expense||4,390||2,654|
The Group’s shipping profits are essentially exempted from income tax, as granted by various ship registrars across the world. Tax losses incurred in the generation of exempted shipping profits are therefore not deductible against future taxable income.
9. Intangible assets
Intangible assets are the fair values of IT infrastructure and customer contracts acquired in the course of acquisition of businesses from Hafnia Management A/S and subsidiaries.
|At 1 January 2020||2,468||1,051||3,519|
|Adjustment to provisional fair value at initial recognition||1,260||–||1,260|
|At 31 December 2020||3,728||2,070||5,798|
|At 31 December 2021||3,728||2,437||6,165|
|Accumulated amortisation charge|
|At 1 January 2020||(288)||(72)||(360)|
|At 31 December 2020||(1,159)||(215)||(1,374)|
|At 31 December 2021||(1,911)||(682)||(2,593)|
|Net book value|
|31 December 2020||2,569||1,855||4,424|
|31 December 2021||1,817||1,755||3,572|
10. Assets held for sale
On 3 December 2020, the Board of Directors of the Group approved and committed to a plan to exercise the purchase options on two leased-in vessels and the subsequent sale of these vessels. The purchase of the vessels and identification of buyers were finalised in December 2020.
As at 31 December 2020, the vessels were reclassified from property, plant and equipment to assets held for sale pending delivery to the buyers and re-measured at lower of fair value less costs to sell which is represented by the indicative sale price of USD 11.0 million
In January 2021, both vessels were delivered to the buyers. There were no assets held for sale as at 31 December 2021.
Write-down relating to the vessels
A write-down of USD 11.4 million of the carrying amount of vessels to the lower of their carrying amount and their fair value less costs to sell has been included in “write-down on reclassification to assets held for sale” in the previous year’s statement of profit or loss.
|2021 USD’000||2020 USD’000|
The cost of inventories recognised as expenses and included in “voyage expenses” amounted to USD 253.5 million (2020: USD 156.9 million).
12. Trade and other receivables
|Note||2021 USD’000||2020 USD’000|
|– non-related parties||118,467||67,759|
|Less: Allowance made for trade receivables|
|– non-related parties||25(b)||–||(1,594)|
|Trade receivables – net||118,467||66,165|
|Pool working capital||42,300||60,660|
|– non-related parties||31,069||32,093|
The carrying amounts of trade and other receivables, principally denominated in United States Dollars, approximate their fair values due to the short period to maturity.
Included within trade and other receivables as at 31 December 2021 are contract assets of USD 27.5 million (2020: USD 19.6 million). These contract assets relate to the Group’s rights to consideration for proportional performance from voyage charters in progress at the balance sheet date. These contract assets are transferred to trade receivables when the rights to such consideration become unconditional, typically when the Group has satisfied its performance obligations upon completion of the voyage. As voyage charters in progress have an expected duration of less than one year, the Group applies the practical expedient available under IFRS 15 and does not disclose information about remaining performance obligations as at balance sheet date. No impairment loss is recognised on contract assets (2020: USD Nil).
13. Loans receivable from joint venture and pool participants
The Group and CSSC (Hong Kong) Shipping Company Limited (“CSSC Shipping”) are joint venture partners in Vista Shipping Pte. Ltd. (formerly known as Vista Shipping Limited), which builds and operates LR1 and LR2 product tanker vessels.
As part of financing for the newbuilds under the joint venture, each joint venture partner provides to the joint venture a shareholder’s loan to finance 50% of the initial payment instalments for the product tanker vessels.
In 2021, two orders for LR2 vessels were made through the joint venture (2020: two LR2 vessels). As part of financing for the LR2 newbuilds under the joint venture, each joint venture partner contributed a shareholder’s loan to finance the pre-delivery instalments for the four LR2 newbuilds.
The loans receivable from the joint venture are unsecured, bear interest at three-month US$ LIBOR plus 3% margin per annum and have no fixed terms of repayment. As the Group does not expect the joint venture to settle the loans within the next 12 months, the loans receivable are classified as “non-current” receivables. The carrying amounts of the loans receivable approximate their fair values since the interest rates are re-priceable at three-month intervals.
In July 2021, the Group provided a loan to the commercial pools, in order for the commercial pools to meet their working capital requirements. The loans receivable attributable to the Group’s own vessels operating in the pools have been eliminated against the Group’s vessels’ share of the loan. The resulting loans receivable presented on the balance sheet are due from the Group’s pool participants.
The loans receivable from the pool participants are unsecured, bear interest at three-month US$ LIBOR plus 4.8% margin per annum and are repayable within the next 12 months. The loans receivable are classified as “current” receivables. The carrying amounts of the loans receivable approximate their fair values since the interest rates are re-priceable at three-month intervals.
|2021 USD’000||2020 USD’000|
|Loans receivable from pool participants||34,865||–|
|Loans receivable from joint venture||60,229||45,430|
14. Associated companies and joint venture
|2021 USD’000||2020 USD’000|
|Interest in associates||1,863||1,798|
|Interest in joint venture||13,355||4,975|
(a) Interest in associates
The Group, through its wholly owned subsidiary Hafnia Tankers ApS, has a 40% interest in Hafnia Management A/S and its subsidiaries (“Hafnia Management”). Hafnia Management A/S is incorporated in Denmark.
The following table summarises the profit for the year and other financial information according to Hafnia Management’s own financial statements. The table also reconciles the summarised financial information to the carrying amount of the Group’s interest in Hafnia Management.
|Hafnia Management||2021 USD’000||2020 USD’000|
|Percentage ownership interest||40%||40%|
|Net assets (100%)||4,189||4,494|
|Net assets (40%)||1,676||1,798|
|Group’s share of net assets (40%)||1,863||1,798|
|Profit/(loss) and total comprehensive income (100%)||162||(286)|
|Profit/(loss) and total comprehensive income (40%)||65||(114)|
|Group’s share of total comprehensive income (40%)||65||312|
(b) Interest in joint ventures
(1) Vista Shipping Pte. Ltd. and its subsidiaries (formerly known as Vista Shipping Limited and its subsidiaries) (“Vista Shipping”) is a joint venture in which the Group has joint control and 50% ownership interest. Vista Shipping is domiciled in Singapore and structured as a separate vehicle in shipowning, and the Group has residual interest in its net assets. Accordingly, the Group has classified its interest in Vista Shipping as a joint venture. In accordance with the agreement under which Vista Shipping is established, the Group and the other investor in the joint venture have agreed to provide shareholders’ loans in proportion to their interests to finance the newbuild programme as described in Note 13.
On 7 August 2020, Vista Shipping Limited and its subsidiaries (incorporated in the Marshall Islands) were redomiciled to Singapore.
The following table summarises the financial information of Vista Shipping as included in its own consolidated financial statements. The table also reconciles the summarised financial information to the carrying amount of the Group’s interest in Vista Shipping.
|2021 USD’000||2020 USD’000|
|Percentage ownership interest||50%||50%|
|Net assets (100%)||5,564||9,950|
|Group’s share of net assets (50%)||2,782||4,975|
|(Loss)/profit and total comprehensive (loss)/income (100%)||(4,361)||8,925|
|(Loss)/profit and total comprehensive (loss)/income (50%)||(2,181)||4,463|
|Prior year share of profits/(losses) not recognised||(12)||255|
|Group’s share of total comprehensive (loss)/income (50%)||(2,193)||4,718|
(2) In July 2021, the Group and Andromeda Shipholdings Ltd (“Andromeda Shipholdings”) entered into a joint venture, H&A Shipping Ltd (“H&A Shipping”) in which the Group has joint control and 50% ownership interest. H&A Shipping is domiciled in the Republic of the Marshall Islands and structured as a separate vehicle in shipowning, and the Group has residual interest in its net assets. Accordingly, the Group has classified its interest in H&A Shipping Ltd as a joint venture. In accordance with the agreement under which H&A Shipping is established, the Group and the other investor in the joint venture have agreed to provide equity in proportion to their interests to finance the newbuild programme.
The following table summarises the financial information of H&A Shipping as included in its own consolidated financial statements. The table also reconciles the summarised financial information to the carrying amount of the Group’s interest in H&A Shipping.
|2021 USD ’000|
|Percentage ownership interest||50%|
|Net assets (100%)||8,495|
|Group’s share of net assets (50%)||4,247|
|Alignment of accounting policies||473|
|Carrying amount of interest in joint venture||10,573|
|Profit and total comprehensive income (100%)||450|
|Profit and total comprehensive income (50%)||225|
|Alignment of accounting policies||135|
|Group’s share of total comprehensive income (50%)||360|
17. Other reserves
|2021 USD ’000||2020 USD ‘000|
|Share-based payment reserve||4,837||1,859|
(b) Movements of the reserves
|2021 USD ’000||2020 USD ’000|
|At beginning of the financial year||(15,973)||(6,514)|
|Fair value gains/(losses) on cash flow hedges||9,693||(22,103)|
|Reclassification to profit or loss||9,628||12,644|
|At end of the financial year||348||(15,973)|
More information about hedging derivatives is disclosed in Note 20.
|2021 USD ’000||2020 USD ’000|
|Loan from a related corporation||18,750||–|
|Loan from non-related parties||390||390|
|Finance lease liabilities||6,715||7,376|
|Other lease liabilities||44,308||28,770|
|Loan from non-related parties||4,001||4,391|
|Finance lease liabilities||70,977||74,767|
|Other lease liabilities||73,150||81,073|
As at 31 December 2021, bank borrowings consist of seven credit facilities from external financial institutions and a related corporation, amounting to USD 473 million, USD 374 million, USD 216 million, USD 106 million, USD 100 million, USD 84 million and USD 39 million respectively (2020: USD 676 million, USD 473 million, USD 266 million, USD 216 million, USD 128 million and USD 39 million respectively). These facilities are secured by the Group’s fleet of vessels except the USD 100 million facility, which is unsecured. The table below summarises key information of the bank borrowings:
|Facility amount||Maturity date|
|USD 473 million facility|
|– USD 413 million term loan||2026|
|– USD 60 million revolving credit facility||2026|
|USD 374 million facility|
|– USD 274 million term loan||2028|
|– USD 100 million revolving credit facility||2028|
|USD 216 million facility||2027|
|USD 106 million facility||2025|
|USD 100 million facility*|
|– USD 50 million term loan||2022|
|– USD 50 million revolving credit facility||2022|
|USD 84 million facility|
|– USD 68 million term loan||2026|
|– USD 16 million revolving credit facility||2026|
|USD 39 million facility|
|– USD 30 million term loan||2025|
|– USD 9 million revolving credit facility||2025|
* BW Finance Limited, a related corporation of the Group, is one of the lenders of this facility.
On 22 March 2021, the Group refinanced the USD 676 million and USD 128 million facilities. These two facilities were extinguished and replaced with the new USD 374 million facility.
On 1 July 2021, the Group entered into a USD 100 million unsecured facility.
On 17 December 2021, the Group refinanced the USD 266 million facility. This facility was extinguished and replaced with the USD 84 million and USD 106 million facilities.
On 15 January 2020, the Group extended the USD 30 million facility by 15 months, with the revised maturity date set in April 2021. Two vessels have been mortgaged as security to this facility. On 17 November 2020, this facility was re-financed to a USD 39 million facility, with the revised maturity date extended to November 2025.
The weighted average effective interest rate per annum of total borrowings at the balance sheet date is as follows:
The exposure of borrowings to interest rate risk is disclosed in Note 25.
Maturity of borrowings
The non-current borrowings have the following maturity:
|2021 USD ’000||2020 USD ’000|
|Later than one year and not later than five years||988,298||770,480|
|Later than five years||94,531||357,730|
Carrying amounts and fair values
The carrying values of bank borrowings approximate their fair values as the bank borrowings are re-priceable at three month intervals.
The loan from a related corporation bears floating interest at a nominal rate of USD three-month LIBOR plus margin of 2.80%. The carrying values of borrowings from related corporation approximate their fair values as the bank borrowings bear floating interest rates and are re-priceable at three-month intervals.
21. Trade and other payables
|2021 USD ’000||2020 USD ’000|
|– non-related parties||29,498||23,793|
|Accrued operating expenses||30,431||38,772|
|– related corporations||5,569||5,186|
|– non-related parties||(108)||2,767|
The carrying amounts of trade and other payables, principally denominated in United States Dollars, approximate their fair values due to the short period to maturity.
The other payables due to related corporations are unsecured, interest-free and are repayable on demand.
Information about the Group’s exposure to currency and liquidity risks is included in Note 25.
22. Leases – as Lessee
Leases as lessee under IFRS 16
The Group leases vessels, office spaces, and other equipment from external parties under non-cancellable operating lease agreements. The leases have varying terms including options to extend and options to purchase.
Starting from 1 January 2019, the leased-in vessels are recognised as right-of-use assets and lease liabilities on the balance sheet under IFRS 16, except for leases of low value items relating to IT equipment and leases with lease terms of less than 12 months.
Information about leases for which the Group is a lessee is presented below.
(1) Right-of-use assets
Right-of-use assets related to leased-in vessels are presented as part of total property, plant and equipment (Note 8).
|At 1 January 2020||152,889|
|Reclassification to property, plant and equipment
– vessels upon exercising of purchase options1
|At 31 December 2020||152,757|
|At 31 December 2021||188,983|
|At 1 January 2020||23,523|
|Reclassification to property, plant and equipment – vessels upon exercising of purchase options1||(15,819)|
|At 31 December 2020||45,381|
|At 31 December 2021||77,454|
|Net book value|
|At 31 December 2020||107,376|
|At 31 December 2021||111,529|
1The Group exercised the purchase options on two bareboat chartered in LR1 vessels: Compass and Compassion. Upon exercise of the options, those vessels were put on sale, which has resulted in both vessels being classified as assets held for sale (Note 11) as at 31 December 2020. The vessels were subsequently sold in 2021. Refer to Note 10.
(2) Amounts recognised in profit or loss
|2021 USD ’000||2020 USD ’000|
|Interest expense on lease liabilities||4,549||9,250|
|Expenses relating to short-term leases for vessels, included in charter hire expenses||1,890||6,104|
|Expenses relating to short-term leases for offices, included in rental expenses||1,522||961|
(3) Amounts recognised in statement of cash flows
|2021 USD ’000||2020 USD ’000|
|Total cash outflow for leases||33,161||78,754|
(4) Extension options
Some leases contain extension options exercisable by the Group up to one year before the end of the non-cancellable contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not by the lessors. The Group assesses at lease commencement date whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control.
The Group has estimated that the potential future lease payments, should it exercise the extension options, would result in an increase in lease liability of USD 133.8 million (2020: USD 111.0 million).
(5) Operating lease commitments under IFRS 16
The Group leases vessels and office space from non-related parties. These leases have varying terms including options to extend and options to purchase.
Future minimum lease payments under non-cancellable operating leases committed at the reporting date have been recognised as lease liabilities under IFRS 16.
Operating lease commitments – where the Group is a lessor
The Group leases vessels to non-related parties under non-cancellable operating lease agreements. The Group classifies these leases as operating leases as the Group retains substantially all risks and rewards incidental to ownership of the leased assets.
In 2021, the Group recognised revenue from time charters of USD 64.9 million (2020: USD 79.8 million) as part of revenue (Note 3).
The undiscounted lease payments under operating leases to be received after 31 December are analysed as follows:
|Less than one year||39,597||54,266|
|One to two years||11,680||27,421|
|Two to three years||11,712||–|
|Three to four years||11,680||–|
|Four to five years||8,000||–|
The Group has equity interests in joint ventures and is obliged to provide its share of working capital for the joint ventures’ newbuild programme through either equity contributions The future minimum capital contributions to be made at the reporting date but not yet recognised are as follows:
|Less than one year||25,057||–|
|One to two years||87,200||11,200|
|Two to three years||–||39,200|
24. Financial guarantee contracts
The Company’s policy is to provide financial guarantees only to the wholly owned subsidiaries or joint ventures. At 31 December 2021, the Company has issued financial guarantees to certain banks in respect of credit facilities granted to subsidiaries (see Note 19). These bank borrowings amount to USD 1,112.9 million (2020: USD 1,110.5 million) at the balance sheet date.
The Company and CSSC Shipping have issued a joint financial guarantee to certain banks in respect of credit facilities granted to joint venture, Vista Shipping. Bank borrowings provided to the joint venture amounts to USD 141.6 million (2020: USD 152.5 million) at the balance sheet date. Corporate guarantees given will become due and payable on demand if an event of default occurs.
The Company and Andromeda Shipholdings have issued a joint financial guarantee to certain banks in respect of credit facilities granted to H&A Shipping. Bank borrowings provided to the joint venture amounts to USD 21.5 million (2020: USD Nil) at the balance sheet date. Corporate guarantees given will become due and payable on demand if an event of default occurs.
In addition, the Company issued a limited financial guarantee to a bank in respect of the USD 50.0 million (2020: USD 50.0 million) receivables purchase agreement facility granted to the commercial pools.
25. Financial risk management
Financial risk factors
The Group’s activities expose it to a variety of financial risks: market risk (including price risk, currency risk, interest rate risk and cash flow fair value and interest rate risk); credit risk; liquidity risk and capital risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance.
Financial risk management is handled by the Group as part of its operations. The management team identifies, evaluates and manages financial risks in close co-operation with all operating units. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk and use of derivative and non-derivative financial instruments
(a) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
The Group buys and sells derivatives, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried out within the guidelines set by the Group. Generally, the Group seeks to apply hedge accounting in order to manage volatility in profit or loss.
A fundamental reform of major interest rate benchmarks is being undertaken globally to replace or reform IBOR with alternative nearly risk-free rates (referred to as ‘IBOR reform’). The Group has significant exposure to IBORs on its financial instruments that will be replaced or reformed as part of this market-wide initiative. The Group anticipates that IBOR reform will have significant operational, risk management and accounting impacts. The Group evaluated the extent to which its cash flow hedging relationships are subject to uncertainty driven by IBOR reform as at the reporting date. The Group’s hedged items and hedging instruments continue to be indexed to IBOR benchmark rates. IBOR benchmark rates are quoted each day and IBOR cash flows are exchanged with its counterparties as usual. However, the Group’s cash flow hedging relationships currently extend beyond the anticipated cessation dates for US Dollar LIBOR. The Group expects that US dollar LIBOR will be replaced by US SOFR. Any uncertainty may impact the hedging relationship, for example its effectiveness assessment and highly probable forecast transaction assessment.
The Group applies the amendments to IFRS 9, IAS 39 and IFRS 7 Interest rate benchmark reform issued in September 2019 to these hedging relationships directly affected by IBOR reform.
The Group is in the process of establishing policies for amending the interbank offered rates on its existing floating-rate loan portfolio indexed to IBORs that will be replaced as part of IBOR reform. The Group expects to participate in bilateral negotiations with the counterparties to begin amending the contractual terms of its existing floating-rate financial instruments. However, the exact timing will vary depending on the extent to which standardised language can be applied and the extent of bilateral negotiations between the Group and its counterparties. The Group expects that these contractual changes will be amended in a uniform way.
The Group holds derivatives for risk management purposes, some of which are designated in hedging relationships. These derivatives have floating legs that are indexed to various IBORs. The Group’s derivative instruments are governed by ISDA’s 2006 definitions. ISDA is currently reviewing its definitions in light of IBOR reform and the Group expects it to issue standardised amendments to all impacted derivative contracts at a future date. No derivative instruments have been modified as at the reporting date.
The shipping market can be subject to significant fluctuations. The Group’s vessels are employed under a variety of chartering arrangements including time charters and voyage charters.
In 2021, approximately 8% (2020: 9%) of the Group’s shipping revenue was derived from vessels under fixed income charters (comprising time charters).
The Group is exposed to the risk of variations in fuel oil costs, which are affected by the global political and economic environment. Historically, fuel expenses have been the most significant expense. Under a time charter, the charterer is responsible for fuel costs, therefore, fixed income charters also reduce exposure to fuel price fluctuations.
In 2021, fuel oil costs comprised 42% (2020: 35%) of the Group’s operating expenses (excluding depreciation). If price of fuel oil has increased/decreased by USD 1 (2020: USD 1) per metric ton with all other variables including tax rate being held constant, the net results will be lower/higher by USD 468,023 (2020: USD 404,079) as a result of higher/lower fuel oil consumption expense.
In addition to securing cash flows through time charter contracts, the Group has entered into forward freight agreements to limit the risk involved in trading in the spot market. Details of the Group’s outstanding forward freight agreements are disclosed in Note 20.
The functional currency of most of the entities in the Group is United States Dollars (“USD”). The Group’s operating revenue, and the majority of its interest-bearing debts and contractual obligations for vessels under construction are denominated in USD. The Group’s vessels are also valued in USD when trading in the second-hand market.
The Group is exposed to foreign currency exchange risks for administrative expenses incurred by offices or agents globally, predominantly in Monaco, Denmark and Singapore. Further, the Group is required to pay port charges in currencies other than USD. However, foreign currency exposure in port charges is minimal as any increase is usually compensated by a corresponding increase in freight, particularly in the tanker sector through industry-wide increases in Worldscale flat rates.
At the balance sheet date, the Group has cash and cash equivalents denominated in DKK and EUR.
Details of the Group’s outstanding forward exchange contracts are disclosed in Note 20.
At 31 December 2021 and 31 December 2020, the Group has assessed that it has insignificant exposure to foreign currency risks.
Interest rate risk
The Group adopts a policy of ensuring that between 50% and 75% of its interest rate risk exposure is at a fixed-rate or limited to a certain threshold. This is achieved partly by entering into fixed-rate instruments and partly by borrowing at a floating rate and using interest rate swaps as hedges of the variability in cash flows attributable to interest rate risk. The Group applies a hedge ratio of 1:1.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, tenors, repricing dates and maturities and the notional or par amounts.
The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in cash flows of the hedged item using the hypothetical derivative method.
In these hedge relationships, the main sources of ineffectiveness are:
(1) the effect of the counterparty and the Group’s own credit risk on the fair value of the swaps, which is not reflected in the change in the fair value of the hedged cash flows attributable to the change in interest rates; and
(2) differences in repricing dates between the swaps and the borrowings.
The Group has interest-bearing financial liabilities in the form of borrowings from external financial institutions at variable rates.
The Group manages its cashflow interest rate risks by swapping a portion of its floating rate interest payments to fixed rate payments using interest rate swaps.
Cash flow sensitivity analysis for variable rate instruments
If the interest rates have increased/decreased by 50 basis points, with all other variables including tax rate being held constant, the net results will be lower/ higher by approximately USD 1.9 million (2020: USD 2.6 million) as a result of higher/lower interest expense on the portion of the borrowings that is not covered by the interest rate swap instruments. Total equity would have been higher/ lower by USD 10.5 million (2020: USD 10. 1 million) mainly as a result of fair value gain/loss from the interest rate swaps assuming these swaps remain effective.
Cash flow and fair value interest rate risks
Cash flow interest rate risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.
The Group entered into interest rate agreements to limit exposure to interest rate fluctuations. The details of these exposures are disclosed in Note 20. As at 31 December 2021, the notional principal amount of these interest rate swaps represents approximately 63% (2020: 61%) of the Group’s borrowings on floating interest rates.
As at the reporting date, the interest rate profile of interest-bearing financial instruments, as reported to the management, was as follows:
|2021 USD ’000||2020 USD ’000|
|Variable rate instruments|
|Effect of interest rate swaps||(715,958)||(683,407)|
(b) Credit risk
The Group‘s credit risk is primarily attributable to trade and other receivables, cash and cash equivalents and loans receivables from joint venture and pool participants. The maximum exposure is represented by the carrying value of each financial asset on the balance sheet.
Financial assets that are neither past due or impaired
The Group performs periodic credit evaluations of its charterers. The Group has implemented policies to ensure cash funds are deposited and derivatives are entered into with banks and internationally recognised financial institutions with a good credit rating and the vessels are fixed to charterers with an appropriate credit rating who can provide sufficient guarantees.
There is no class of financial assets that is past due and/or impaired.
Trade receivables and contract assets
The Group applies the simplified lifetime approach and uses a provision matrix to determine the ECLs of trade receivables and contract assets. It is based on the Group’s historical observed default rates and is adjusted by a current and forward-looking estimate based on current economic conditions.
Credit risk is concentrated on several charterers. The Group adopts the policy of dealing only with customers with appropriate credit history. Derivative counterparties and cash transactions are limited to high credit quality financial institutions. The Group has policies that limit the amount of credit exposure to any financial institution.
The allowance made arose mainly from the provision of charter services to a customer which had met with significant financial difficulties during the financial year ended 31 December 2018. This allowance was subsequently written off in the financial year ended 2021 when the receivables were deemed irrecoverable by management.
The Group has determined that the ECL provision estimated based on an allowance matrix of 0.3% to 1% for trade receivables aged “Past due up to three months” and “Past due for more than six months”, respectively, as at 31 December 2021 and 31 December 2020 was found to be insignificant.
The age analysis of trade receivables and contract assets is as follows:
|2021 USD ‘000||2020 USD ‘000|
|Current (not past due)||57,761||940|
|Past due 0 to 3 months||48,082||44,798|
|Past due 3 to 6 months||12,624||20,427|
|Past due for more that 6 months||–||1,594|
|Less: Allowance for impairment||–||(1,594)|
The movement in the allowance for impairment in respect of trade receivables and contract assets is as follows:
|2021 USD’000||2020 USD’000|
|Allowance for impairment as at 1 January 2021 and 1 January 2020 Write-off of allowance for impairment||1,594||1,594|
|Allowance for impairment as at 31 December 2021 and 31 December 2020||(1,594)||–|
Loans receivable from joint venture/other receivables due from non-related parties
The Group has used a general 12-month approach in assessing the credit risk associated with other receivables and loans issued to the joint venture and to pool participants.
The loans extended to the joint venture forms an extension of the Group’s investment in product tankers via co-ownership with another strategic investor. As the vessels owned by the joint venture generate positive cash flows, management considers the credit risk of loans issued to the joint venture as low. As a result of the qualitative assessment performed, no ECL provision has been recognised.
The loans extended to the pool partners is a part of the Group’s commercial pool operation, which is operated in partnership with external pool participants. As the vessels contributed by the Group and its pool participants to be managed and traded by the commercial pools generate positive cash flows, management considers the credit risk of loans issued to the external pool participants as low. As a result of the assessment performed, no ECL provision has been recognised.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet operating and capital expenditure needs. To address the inherent unpredictability of short-term liquidity requirements, the Group maintains sufficient cash for its daily operations in short-term cash deposits with banks, has access to the unutilised portions of revolving credit facilities and entered into trade receivables factoring agreement (with limited recourse to the Company) with financial institutions.
The maturity profile of the Group’s financial liabilities based on contractual undiscounted cash flows is as follows:
26. Holding corporations
The Company’s ultimate and immediate holding corporation is BW Group Limited, incorporated in Bermuda, which is wholly owned by Sohmen family interests.
27. Related party transactions
In addition to the related party information disclosed elsewhere in the consolidated financial statements, the following transactions took place between the Group and related parties during the financial year on commercial terms agreed by the parties:
|2021 USD ’000||2020 USD ’000|
|Sale and purchase of services|
|Support service fees paid/payable to a related corporation||4,877||4,746|
|Interest paid/payable to a related corporation||261||–|
|Rental paid/payable to a related corporation||853||700|
Key management remuneration for the financial year ended 31 December 2021 amounted to USD 5,916,266 (2020: USD 2,865,872).
Related corporations refer to corporations controlled by Sohmen family interests.