Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 shares | |
Entity Addresses [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2023 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41889 |
Entity Registrant Name | Cadeler A/S |
Entity Incorporation, State or Country Code | G7 |
Entity Address, Address Line One | Kalvebod Brygge 43 |
Entity Address, City or Town | Copenhagen V |
Entity Address, Country | DK |
Entity Address, Postal Zip Code | DK-1560 |
Entity Common Stock, Shares Outstanding | 311,409,868 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
ICFR Auditor Attestation Flag | false |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | International Financial Reporting Standards |
Entity Shell Company | false |
Entity Central Index Key | 0001978867 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Auditor Name | EY Godkendt Revisionspartnerselskab |
Auditor Location | Copenhagen, Denmark |
Auditor Firm ID | 1757 |
Ordinary shares | |
Entity Addresses [Line Items] | |
Title of 12(b) Security | Cadeler ordinary shares, with a nominal value of DKK 1.00 per share |
No Trading Symbol Flag | true |
Security Exchange Name | NYSE |
American Depositary Shares (''ADSs'') | |
Entity Addresses [Line Items] | |
Title of 12(b) Security | American Depositary Shares, each representing four (4) ordinary shares |
Trading Symbol | CDLR |
Security Exchange Name | NYSE |
Business Contact | |
Entity Addresses [Line Items] | |
Contact Personnel Name | Alexander W. Simmonds |
City Area Code | +45 |
Local Phone Number | 3246 3100 |
Contact Personnel Email Address | alexander.simmonds@cadeler.com |
Entity Address, Address Line One | Kalvebod Brygge 43 |
Entity Address, City or Town | Copenhagen V |
Entity Address, Country | DK |
Entity Address, Postal Zip Code | DK-1560 |
Consolidated Statement of Profi
Consolidated Statement of Profit and Loss and Other Comprehensive Income - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statement of Profit and Loss and Other Comprehensive Income | |||
Revenue | € 108,622 | € 106,424 | € 60,938 |
Cost of sales | (59,858) | (49,537) | (38,879) |
Gross profit | 48,764 | 56,887 | 22,059 |
Other operating income and expenses | 137 | ||
Administrative expenses | (34,458) | (15,696) | (10,925) |
Operating profit | 14,443 | 41,191 | 11,134 |
Finance income | 1,541 | 4,031 | 1,795 |
Finance costs | (4,486) | (9,681) | (5,491) |
Profit before income tax | 11,498 | 35,541 | 7,438 |
Income tax credit/expense | 13 | ||
Profit for the period | 11,498 | 35,541 | 7,451 |
Profit for the period attributable to: | |||
Profit for the period | € 11,498 | € 35,541 | € 7,451 |
Earnings per share | |||
Basic, profit/loss for the period attributable to ordinary equity holders of the parent (EUR per share) | € 0.06 | € 0.22 | € 0.06 |
Diluted, profit/loss for the period attributable to ordinary equity holders of the parent (EUR per share) | € 0.06 | € 0.22 | € 0.06 |
Items that may be reclassified to profit or loss | |||
Exchange differences on translation of foreign operations | € (6,724) | ||
Cash flow hedges - changes in fair value | (18,505) | € 905 | |
Cash flow hedges - interest recycled | (776) | 438 | |
Cash flow hedges - cost of hedging | (3,621) | ||
Other comprehensive income after tax | (29,626) | 1,343 | |
Total comprehensive income for the period, net of tax | (18,128) | 36,884 | € 7,451 |
Total comprehensive income attributable to: | |||
Total comprehensive income for the period, net of tax | € (18,128) | € 36,884 | € 7,451 |
Consolidated Balance Sheet
Consolidated Balance Sheet - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Non-current assets | |||
Intangible Assets | € 16,947 | € 419 | € 402 |
Property, plant and equipment | 1,085,632 | 606,204 | 399,087 |
Rights-of-use assets | 973 | 287 | 464 |
Leasehold deposits | 1,220 | 238 | 195 |
Derivative assets | 338 | 3,376 | |
Total non-current assets | 1,105,110 | 610,524 | 400,148 |
Current assets | |||
Inventories | 1,836 | 549 | 440 |
Trade receivables | 30,552 | 18,235 | 19,530 |
Contract assets | 8,880 | 19,999 | 843 |
Prepayments | 9,562 | 1,699 | 1,497 |
Current Income tax receivable | 12 | 12 | |
Cash and cash equivalents | 96,608 | 19,012 | 2,308 |
Total current assets | 147,450 | 59,506 | 24,618 |
Total assets | 1,252,560 | 670,030 | 424,766 |
Equity | |||
Share capital | 41,839 | 26,575 | 18,641 |
Share premium | 952,858 | 509,542 | 339,400 |
Reserves | (28,283) | 1,343 | |
Retained earnings / (Accumulated losses) | (7,373) | 3,108 | (32,785) |
Total equity | 959,041 | 540,568 | 325,256 |
Non-current liabilities | |||
Provisions | 4,813 | ||
Lease liabilities | 392 | 209 | |
Deferred tax liabilities | 10,191 | ||
Deferred charter hire income | 1,778 | 1,326 | 969 |
Debt to credit institutions | 204,773 | 114,230 | 44,476 |
Derivative liabilities | 17,957 | 2,108 | |
Total non-current liabilities | 239,904 | 117,664 | 45,654 |
Current liabilities | |||
Trade and other payables | 32,636 | 8,822 | 9,703 |
Current provisions | 2,086 | ||
Payables to related parties | 162 | 89 | 63 |
Current deferred charter hire income | 12,103 | 1,831 | 15,187 |
Current lease liabilities | 601 | 279 | 298 |
Current income tax liabilities | 1,224 | 5 | 6 |
Current debt to credit institutions | 799 | 772 | 28,599 |
Current derivative liabilities | 4,004 | ||
Total current liabilities | 53,615 | 11,798 | 53,856 |
Total liabilities | 293,519 | 129,462 | 99,510 |
Total equity and liabilities | € 1,252,560 | € 670,030 | € 424,766 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Equity - EUR (€) € in Thousands | Share capital Capital increase May 2022 | Share capital Capital increase October 2022 | Share capital Capital increase April 2021 | Share capital | Share premium Capital increase May 2022 | Share premium Capital increase October 2022 | Share premium Capital increase April 2021 | Share premium | Hedging reserves | Cost of hedging reserves | Foreign currency translation reserve | Retained earnings / (Accumulated losses) | Capital increase May 2022 | Capital increase October 2022 | Capital increase April 2021 | Total |
Beginning balance at Dec. 31, 2020 | € 15,557 | € 265,742 | € (40,236) | € 241,063 | ||||||||||||
Profit for the year | 7,451 | 7,451 | ||||||||||||||
Total comprehensive income for the period, net of tax | 7,451 | 7,451 | ||||||||||||||
Capital increase | € 0 | € 3,084 | € 76,134 | € 79,218 | ||||||||||||
Costs incurred in connection with capital increase | € (2,155) | € (2,155) | ||||||||||||||
Business combination | ||||||||||||||||
Share-based payments | (321) | (321) | ||||||||||||||
Ending balance at Dec. 31, 2021 | 18,641 | 339,400 | (32,785) | 325,256 | ||||||||||||
Profit for the year | 35,541 | 35,541 | ||||||||||||||
Other comprehensive income for the year | € 1,343 | 1,343 | ||||||||||||||
Total comprehensive income for the period, net of tax | 1,343 | 35,541 | 36,884 | |||||||||||||
Capital increase | 3,518 | € 4,416 | € 81,234 | € 94,082 | € 84,752 | € 98,498 | ||||||||||
Costs incurred in connection with capital increase | € (2,305) | € (2,869) | € (2,305) | € (2,869) | ||||||||||||
Business combination | ||||||||||||||||
Share-based payments | 352 | 352 | ||||||||||||||
Ending balance at Dec. 31, 2022 | 26,575 | 509,542 | 1,343 | 3,108 | 540,568 | |||||||||||
Profit for the year | 11,498 | 11,498 | ||||||||||||||
Other comprehensive income for the year | (19,281) | € (3,621) | € (6,724) | (29,626) | ||||||||||||
Total comprehensive income for the period, net of tax | (19,281) | (3,621) | (6,724) | 11,498 | (18,128) | |||||||||||
Capital increase | € 0 | |||||||||||||||
Business combination | ||||||||||||||||
Registration of new shares in relation with business combination | 15,264 | 450,271 | 465,535 | |||||||||||||
Costs incurred in connection with listing | (6,955) | (6,955) | ||||||||||||||
Changes from business combination | (23,113) | (23,113) | ||||||||||||||
Share-based payments | 1,134 | 1,134 | ||||||||||||||
Ending balance at Dec. 31, 2023 | € 41,839 | € 952,858 | € (17,938) | € (3,621) | € (6,724) | € (7,373) | € 959,041 |
Consolidated Statement of Cash
Consolidated Statement of Cash Flows - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flow from operating activities | |||
Profit for the period | € 11,498 | € 35,541 | € 7,451 |
Adjustments for: | |||
Depreciation and amortisation | 23,048 | 22,684 | 16,479 |
Impairment of fixed assets | 5,000 | ||
Interest expenses | 1,898 | 923 | 4,506 |
Other operating income and expenses, net | (137) | ||
Fair value change of derivatives instruments through profit or loss | 766 | ||
Share-based payment expenses | 1,134 | 352 | (321) |
Cash flows from operations before changes in working capital | 43,207 | 59,500 | 28,115 |
Changes in working capital: | |||
Inventories | (1,140) | (109) | (128) |
Trade receivables and contract assets | 28,541 | (18,029) | (9,883) |
Trade and other payables | (16,087) | 660 | 2,448 |
Receivables from related parties | 7,463 | ||
Payables to related parties | 73 | 26 | (5,319) |
Deferred charter hire income | 8,787 | (12,999) | 7,346 |
Net change in working capital | 20,174 | (30,451) | 1,927 |
Income tax paid | 2 | (13) | 158 |
Net cash provided by operating activities | 63,383 | 29,036 | 30,200 |
Cash flow from investing activities | |||
Cash acquired in a business combination, net | 10,403 | ||
Additions to property, plant and equipment | (66,899) | (224,606) | (162,941) |
Disposal of property, plant and equipment | 1,800 | ||
Additions to intangibles | (31) | (228) | (434) |
Movement to right of use assets | (574) | ||
Net cash (used in) investing activities | (54,727) | (225,408) | (163,375) |
Cash flow from financing activities | |||
Principal repayment of lease liabilities | (569) | (228) | (285) |
Interest paid | (7,143) | (4,234) | (3,930) |
Proceeds from issue of share capital | 183,250 | 79,218 | |
Transaction costs on issues of shares | (6,955) | (5,174) | (2,154) |
Proceeds from borrowing net of bank fees | 199,935 | 113,459 | |
Proceeds from overdraft | 16,067 | 8,998 | |
Repayment of loan | (115,000) | (65,000) | (10,000) |
Repayment of overdraft | (25,065) | ||
Net cash provided by financing activities | 70,268 | 213,075 | 71,847 |
Net increase/(decrease) in cash and cash equivalents | 78,924 | 16,704 | (61,328) |
Cash and cash equivalents at beginning of the period | 19,012 | 2,308 | 63,636 |
Net foreign exchange difference | (1,328) | ||
Cash and cash equivalents at end of the period | € 96,608 | € 19,012 | € 2,308 |
Consolidated Statement of Cas_2
Consolidated Statement of Cash Flows (Parenthetical) - EUR (€) € in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Consolidated Statement of Cash Flows | ||
Proceeds from borrowing net of bank fees | € 12 | € 2 |
General Information
General Information | 12 Months Ended |
Dec. 31, 2023 | |
General Information | |
General Information | Note 1 General Information Corporate information Cadeler A/S (the “Company” or the “Group”) is incorporated and domiciled in Denmark. The address of its registered office is Kalvebod Brygge 43, DK-1560 Copenhagen, Denmark. The Company is listed on the Oslo Stock Exchange (ticker code: CADLR) and on the New York Stock Exchange (ticker code: CDLR). The Group is a leading offshore wind farm transportation and installation (T&I) contractor headquartered in Copenhagen, Denmark. The Group owns and operates four offshore jack-up windfarm installation vessels, Wind Orca, Wind Osprey, Wind Scylla and Wind Zaratan. In addition to wind farm installation, these vessels can perform maintenance, construction, decommissioning, and other tasks within the offshore industry. The consolidated financial statements of the Group is composed of the Financial Statements of Cadeler A/S and its subsidiaries (which are fully owned by the Parent Company Cadeler A/S). For more information on the subsidiaries of Cadeler A/S please refer to Note 28. |
Material Accounting Policies In
Material Accounting Policies Information | 12 Months Ended |
Dec. 31, 2023 | |
Material Accounting Policies Information | |
Material Accounting Policies Information | Note 2 Material Accounting Policies Information 2.1. Basis for preparation The consolidated financial statements included in this Annual Report have been prepared in accordance with IFRS Accounting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as endorsed by the EU and further requirements in the Danish Financial Statements Act. The preparation of these consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. Areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the consolidated financial statements are further described in note 2.26. The consolidated financial statements are presented in euros and all values are rounded to the nearest thousands, except when otherwise indicated. The accounting policies set out in the notes have been applied consistently in the preparation of the consolidated financial statement for all the years presented unless stated otherwise below. Going concern assessment The Company’s Board of Directors and Executive Directors have at the time of approving the consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Group continues to adopt the going concern basis of accounting in preparing the consolidated financial statements. Principles of consolidation The consolidated financial statements include the parent company, Cadeler A/S, and all enterprises over which the parent company has control. Control of an enterprise exists when the Company has exposure, or rights to, variable returns from its involvement with the enterprise and has the ability to control those returns through its power over the enterprise. Accordingly, the consolidated financial statements of the Group are composed of the Financial Statements of the Company Cadeler A/S and its subsidiaries (which are fully owned by the Parent Company, Cadeler A/S). All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between group enterprises are eliminated in full on consolidation. Subsidiaries apply accounting policies in line with the Company’s accounting policies. When necessary, adjustments are made to bring the entities’ accounting policies in line with those of the Company. European Single Electronic Format (ESEF) As a group with securities listed on a regulated market within the EEA, Cadeler A/S is required to prepare its official Annual Report in the XHTML format and to tag the main consolidated financial statements using inline eXtensible Business Reporting Language (iXBRL) applying a specific ESEF taxonomy. The annual report submitted to the Danish Financial Supervisory Authority consists of the XHTML document together with required technical files, all included in a ZIP file named cadeler-2023-12-31-en.zip . As such, the Annual Report is therefore both human- and machine-readable. A separate assurance report on the iXBRL tagging of the consolidated financial statements is issued by Cadeler’s independent auditors and included on page 201. For general use, a PDF version of the Annual Report is published in line with previous years. 2.2. Changes in accounting policies and disclosures The Group has adopted standards and interpretations effective as of 1 January 2023. Adoption of new and amended standards and interpretations had no impact on the consolidated financial statements. IASB has issued a number of new or amended accounting standards (IFRS) and interpretations (IFRIC), such as IAS 12 amendments International Tax Reform, Pillar Two Models Rules. The Group has assessed these accounting standards and interpretations, and does not anticipate the new standards to have any material impact on either the group’s figures or disclosures in 2024. The Group has not early adopted any other standard, interpretation or amendments that have been issued but are not yet effective. The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are not expected to have a material impact on the Group. 2.3. Revenue recognition When accounting for revenue recognition, an assessment is performed on a contract-by-contract basis at contract inception. Overall, the Group’s contracts with customers comprise: ● Revenue from time charter contracts and time charter related activities (referred to as time charter revenue) and ● Revenue from transportation and installation (referred to as transportation and installation revenue stream). The Group’s accounting policies for each revenue stream are disclosed below. 2.3.1. Time charter revenue The Group recognises time charter revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Group expects to receive in exchange for those goods or services. Revenue from time charter contracts is generated from two distinct activities: 1) leasing of vessels and 2) provision of services within wind farming projects, e.g. catering and accommodation, mobilisation and demobilisation. As such, a time charter contract consists of a leasing component (the element relating to hire of the vessel) and a service component. The service component is within the scope of IFRS 15, while the leasing component is within the scope of IFRS 16. Refer to Note 2.13 on accounting policy for leases. 2.3.1.1 Leasing of vessels The leasing component is recognised as revenue over time over the charter period. Payments from customers for the bareboat hire element are recognised over time in accordance with the length of the customer contract. Prepayments from customers for the leasing component are recognised as deferred charter hire income. Refer to Note 2 2.18 for accounting policy on deferred charter hire income. 2.3.1.2 Provision of services within wind farming projects, e.g. catering and accommodation, mobilisation and demobilisation To determine revenue recognition for the service component of the time charter arrangements, the Group performs, in line with the requirements of IFRS 15, the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognise revenue when (or as) the entity satisfies a performance obligation. Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. At contract inception, once the service component within the time charter contract is determined to be within the scope of IFRS 15, the Group assesses the goods and services promised within each contract and identifies as a performance obligation each good or service that is distinct. Revenue is recognised in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In respect of time charter service components, the main promises to the customers generally include catering and accommodation, mobilisation, demobilisation and bunker services. While the contracts contain several promises, these are usually considered highly interdependent and highly interrelated and as such considered as one single performance obligation recognised over time applying a relevant measure of progress. Assessment hereof is performed on a contract-by-contract basis. Prepayments from customers for which the service component has yet to be provided are recognised as deferred income. Revenue is recognised as the service is being provided, being over the term of the related time charter contract. The Group recognise deferred contract costs for upfront costs of fulfilling a contract. 2.3.2. Time charter related activities 2.3.2.1 Bunker services The Group is sometimes providing bunker services to help the customers ensure that sufficient bunker is available to operate the vessels at the right time and in the right quality and quantity. As such, for certain projects the Group provides bunker procurement services and assumes responsibility for the logistics and handling of procured bunker. Management’s assessment of whether a principal or agent relationship exists is based upon whether the Group has the ability to control the goods before they are transferred to the customer. This assessment is performed on a contract-by-contract basis at contract inception and takes into account various factors such as whether the Group takes legal title of the bunker and has the ability to direct the use of the bunker. 2.3.2.2 Variable consideration related to time charter related activities Variable consideration, for example in respect of weather days and extension of time, is constrained at contract inception to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. 2.3.3. Transportation & Installation (T&I) revenue Revenue from T&I consist of installation and transportation of offshore wind turbine foundations, including activities such as heavy lifting operations, decommissioning and planning and engineering. Revenue from T&I contracts is generated from two distinct activities: 1) leasing of vessels and 2) T&I service components. As such, those contracts consist of a leasing component (the element relating to hire of the vessel) and a service component. The service component is within the scope of IFRS 15, while the leasing component is within the scope of IFRS 16, as described above. To determine revenue recognition for T&I service components, the Group performs in line with the requirements of IFRS 15 the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognise revenue when (or as) the entity satisfies a performance obligation. Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. At contract inception, once the T&I contract is determined to be within the scope of IFRS 15, the Group assesses the goods and services promised within each contract and identifies as a performance obligation each good or service that is distinct. Revenue is recognised in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In respect of T&I service components, the following main promises apply: ● Planning and engineering, ● Transport of monopiles and secondary steel from supply port to feeder port, ● Installation of monopiles and secondary steel offshore, ● Storage and handling at feeder port, ● Warranty While the contracts contain several distinct promises, these are considered less interdependent and interrelated and as such considered multiple performance obligation. Assessment hereof is performed on a contract-by-contract basis. Revenue is recognised over time as the service is being provided using a cost-to-cost method or straight-line recognition, depending on what better depicts the progress of each separate performance obligation. Prepayments from customers for which the service component has yet to be provided are recognised as deferred income and recognised as revenue over the period during which the services are performed. The Group recognise deferred contract costs for upfront costs of fulfilling a contract. 2.3.3.1 Planning and engineering The Group provides planning and engineering services to the customer. Such revenue is recognised over time is based upon percentage-of-completion whereby total costs incurred to date are compared with total forecast costs at completion of the planning and engineering services. 2.3.3.3 Transportation of monopiles and secondary steel from supply port to feeder port The Group is engaged with transportation of monopiles and secondary steel from supply port to feeder port. Such revenue is recognised over time based upon percentage-of-completion whereby total time spend on transportation is compared with total forecast time at completion of the transportation. 2.3.3.3 Storage and handling at feeder port The Group has been tasked with the storage and handling of the material used in the installation. Such revenue is recognised over time is based upon percentage-of-completion whereby total time spend on storage is compared with total forecast time at completion of the storage. 2.3.3.4 Installation of monopiles and secondary steel offshore The Group has been tasked with the installation of the monopiles and secondary steel offshore. Such revenue is recognised over time based upon percentage-of-completion whereby total costs incurred to date are compared with total forecast costs at completion of the planning and engineering services. 2.3.3.5 Warranty obligations The Group provides warranties for the repair of defects which are identified during the contract and within a defined period thereafter. All are assurance-type warranties, as de-fined within IFRS 15, which the Group recognises under IAS 37. The Group does not have any contractual obligations for service-type warranties. 2.3.3.6 Variable consideration related to installation and transportation activities Variable consideration, for example in respect of steel prices, bunker prices etc., is constrained at contract inception to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. 2.4. Cost of sales and administrative expenses Cost of sales consists of expenses directly attributable to the Group’s core activities, including seafarers payroll, vessel depreciation, and the operation and maintenance of vessels. Administrative expenses, which include administrative staff costs, share-based compensation, management costs, office expenses, business combination transaction costs and other administration related expenses, are expensed as they are incurred 2.5. Other operating income and expenses Other operating income and expenses, include transactions not related to the operations of the Group, like, gains and losses on sale of non-current assets, and is generally recognised when it is probable that the benefits and losses associated with the transaction will flow to the Company and if the significant risks and rewards have been transferred to the buyer (generally when the transaction is finalised). 2.6. Business combinations and Goodwill 2.6.1. Business combinations Acquired businesses are recognised using the acquisition method. Assets, liabilities, and contingent liabilities of the acquired businesses are measured at fair value at the acquisition date. The fair values of vessels included in property, plant and equipment are determined using broker valuations. The fair values of other assets and liabilities are valued using the approach assessed to be most relevant for the individual item, which can be either a market approach, an income approach, a cost approach or a combination of methods. The purchase price comprises the fair value of the consideration payable/receivable. This includes the fair value of the consideration already paid/received including the shares issued, deferred consideration and contingent consideration. The purchase price is allocated to the identified assets, liabilities and contingent liabilities (net assets) based on their fair values at the acquisition date and any excess of the purchase price over the net assets is recognised in the balance sheet as goodwill within intangible assets. In the event the purchase price is lower than the net assets, the difference is recognised in the income statement (a gain from a bargain purchase). 2.6.2. Goodwill Goodwill arises from business combinations and is determined as the excess of the purchase price over the fair value of the net assets acquired, including contingent liabilities. Goodwill is allocated to the cash generating unit as determined by Management. Goodwill is not amortised but is tested for impairment at least once a year or sooner if impairment indication arises. 2.7. Employee compensation Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset. Employee compensations include wages and salaries, including compensated absence and pensions, as well as other social security contributions made to the entity’s employees or public & government authorities. The item is net of support schemes made by public & government authorities. 2.8. Financial income and expense Finance income and expenses comprise interest income and expenses and realised and unrealised exchange rate gains and losses on transactions denominated in foreign currencies as well as fair value adjustments related to the ineffective part of the financial instruments. Interest income and interest expenses are stated on an accrual basis using the principal and the effective interest rate. The effective interest rate is the discount rate that is used to discount expected future cash payments or receipts through the expected life of the financial asset or financial liability to the amortised cost (the carrying value) of such asset or liability. 2.9. Borrowing costs Borrowing costs are capitalised in accordance with IAS 23, where borrowing costs directly attributable to the construction of assets are capitalised until such a time as the asset is substantially ready for its intended use. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds, including fees for guarantees provided by related parties. 2.10. Taxes 2.10.1. Pillar Two Tax Effects In October 2021, more than 130 countries agreed on a two-pillar approach to reform the international tax system. The so-called Pillar Two rules are designed to compel multinational corporations with EUR 750 million or more in annual revenue to pay a minimum effective corporate tax rate of 15% on income received in each jurisdiction in which they operate. The principal jurisdictions in which the Group may be exposed to additional taxation as a result of the Pillar Two rules include Denmark and the United Kingdom (each of which has enacted legislation implementing the Pillar Two rules), as well as Cyprus (where public consultation on draft legislation is ongoing). In light of the Group’s total revenue, at 31 December 2023, the Group does not expect to be in scope of the Pillar Two rules in 2024. The Group is actively assessing the potential future impact of the Pillar Two rules on the Group’s business. It is the Group’s initial assessment that a portion of its revenues in each of the relevant jurisdictions will be subject to top-up tax under the Pillar Two rules as shipping income, which is generally excluded from the computation of income under Pillar Two. Certain other exclusions may also be applicable and the Group’s analysis of such exclusions is ongoing. 2.10.2. Income tax Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of an asset or liability that affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax is measured at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Current and deferred income taxes are recognised as income or expenses in profit or loss, except to the extent that the tax arises from a transaction which is recognised directly in equity. 2.10.3. Tonnage tax Under the scheme, ship-owners (or bareboat charterers) pay a fixed tax amount per net tonne at their disposal rather than paying taxes based on income, expenses, and depreciation. The Company participates in the Danish scheme from 27 November 2020. As the vessels are owned and registered by subsidiaries in jurisdictions different than Denmark, the Group is also subject to tonnage taxation in such jurisdictions. This tonnage taxation income is calculated based on a fixed tax amount per tonne. This scheme is on a notional income derived from tonnage capacity and not based on the entities’ actual income and expenses, the Group does not consider the scheme to fall under the rules of IAS 12. Consequently, the tonnage tax expenses are not presented as part of tax expense in the statement of profit and loss, but are recognised under costs of sales. 2.11. Inventories Inventories are carried at the lower of cost and net realisable value. Cost is determined using the first-in, first-out basis. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Inventory mainly covers fuel and oil. 2.12. Property, plant and equipment Property, plant and equipment are recognised at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment initially recognised includes its purchase price and any costs that are directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent expenditure relating to property, plant and equipment 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 expenses are recognised in profit or loss when incurred. To keep performing their operational activity, the vessels have an obligation to go through drydock procedures every five years . The costs of the drydock procedures are capitalised per their purchase price and any costs that are directly attributable to bringing the vessels to the location and condition necessary for the drydock procedures.Depreciation is calculated using the straight-line method to allocate their depreciable amounts over the assets’ estimated useful life. The estimated useful life is as follows: Useful life Vessels and furnished equipment Up to 25 years Drydock 5 years Cars 5 years Other fixtures and fittings 2 to 3 years The estimated useful life of the vessels of 25 years has been estimated by an external consultant through a determined fatigue analysis based on the technical specification of the vessels. Prior to their acquisition, the vessels had already been in use for 8 years , therefore the remaining useful life of the vessels is estimated at 17 years for all components except jacking system and main crane with a remaining useful life of 3 years from the acquisition of the vessels. Hull and steel have a salvage value of EUR 10 million per vessel by the end of their useful life. Depreciation is based on costs less the estimated residual value. Residual value is estimated as the lightweight tonnage of each vessel multiplied by the scrap value per ton. More information can be found in Material accounting judgements, estimates and assumptions section with regards of acquired vessels trough the business combination. The residual value, useful life, and methods of depreciation of property, plant, and equipment are reviewed at each financial year end and adjusted accordingly, if appropriate. 2.13. Leases When the Group is the lessor Lessor – operating leases The Group leases vessels (the bareboat element relating to hire of the vessel as part of the time charter contracts) under operating leases to non-related parties. This is classified as an operational lease, as such leases do not cover a significant part of the economic life of the vessels and the Group retains substantially all risks and rewards incidental to ownership of the vessels. Rental income from operating leases is recognised in profit or loss on an over time basis over the charter period and included in revenue as stated in Material Accounting Policies section under 2.3.1.1. Initial direct costs incurred by the Group in negotiating and arranging operating leases are capitalised and recognised as an expense in profit or loss over the lease term on the same basis as the lease income. When the Group is the lessee At the inception of the contract, the Group assesses if the contract contains a lease. A contract 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. Reassessment is only required when the terms and conditions of the contract are changed. a. Right-of-use assets The Group recognises a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities using an incremental borrowing rate adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets. The right-of-use asset is subsequently measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liability. Right-of-use assets are depreciated on a straight-line basis lease term. b. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs. Utilisation lease fees can be classified as a variable fee. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. c. Short-term and low-value leases The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value-leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term. Short-term and low-value leases consists of cars, coffee machines, office premises and AV equipment. 2.14. Impairment of non–financial assets Goodwill Goodwill is tested for impairment at least once a year or sooner if impairment indication arises. Impairment testing is performed for each cash-generating unit to which goodwill is allocated, as determined by Management. If the carrying amount of intangible assets exceeds the recoverable, an impairment loss is recognised in profit or loss. Goodwill impairment losses are not subsequently reversed. Property, plant and equipment and right-of-use-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. For the purpose of impairment testing of assets, recoverable amount (i.e. the higher of the fair value less cost to sell and the 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 cash-generating unit (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 difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss. An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of accumulated depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset is recognised in profit or loss. 2.15. Financial assets The classification of financial assets depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets. The Group reclassifies financial assets when and only when its business model for managing those assets changes. (i) At initial recognition At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial assets. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. (ii) At subsequent measurement Financial assets Financial assets of the Group mainly comprise of cash and bank balances, trade receivables and other current assets. Interest income from these financial assets are recognised using the effective interest rate method. The Group assesses on forward looking basis the expected credit losses associated with its financial assets carried at amortised cost. For trade and other receivables, the Group applied the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. 2.16. Cash and cash equivalents Cash and cash equivalents are measured at amortised cost. 2.17. Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business, if longer). Otherwise, 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. 2.18. Deferred income Time charter revenue |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Revenue | Note 3 Revenue Disaggregation of revenue from contracts with customers by activity The following table provides information about disaggregated revenue. EUR’000 2023 2022 2021 Revenue disaggregation Time charter services and transportation and installation services 99,841 104,578 56,449 Other revenue, including fees earned for early termination by customers of contracts 8,781 1,846 4,489 Total revenue 108,622 106,424 60,938 For the year ended 31 December 2023, lease component, included within time charter services and transportation and installation, amounts to EUR 79 million (2022: EUR 91 million; 2021: EUR 43 million). Time charter and time charter related revenue Revenues are recognised over time. Revenue from time charter hire services are contracts with customers where the Group utilises its vessels, equipment and crew to deliver a service to the customer based on either a fixed day rate or milestone deliverables. Contracts may also include other promises such as mobilisation and demobilisation, catering and accommodation. Transportation and installation revenue Revenue from Transportation and installation are contracts with customers where the Group utilises its vessels, equipment and crew to perform the transportation and installation of offshore wind turbine foundations as well as heavy lifting operations, decommissioning and planning and engineering. Revenue from transportation and installation activities may, depending on the contract, represent one or more performance obligations. Usually a fixed price milestone payment schedule will be agreed upon. The transaction price may include variable elements, such as related to fuel, commodities, etc. Payment terms with customers are considered industry standard and do not include a significant financing component. To the extent possible we obtain payment guarantees to minimise the credit risk during the contract term. Lease and non-lease components of revenue Revenue from time charter and T&I services include both a lease component (use of the vessels) and a service component. These components are not treated or priced separately in the contracts, nor does the Group offer either of the services separately. The service component of time charter contracts is primarily derived from crewing costs with a markup, where the residual is deemed to be the lease component. Contract assets and liabilities Customers are typically invoiced on a monthly basis, when the vessels are on contract. Sometimes contracts will accrue revenue for work performed and it will be reported as a contract asset until it is invoiced. For more information about contract assets at the reporting period, refer to Note 14. The contract liabilities relate to consideration received from customers for the unsatisfied performance obligation in the charter contracts. Revenue will be recognised when the related services are provided to the customers. EUR’000 2023 2022 2021 Beginning of financial year 3,157 16,156 8,810 Acquisition of businesses 1,913 — — Deferred during the year 10,670 2,857 9,097 Recognised as revenue during the year (1,859) (15,856) (1,751) Total liabilities at end of period 13,881 3,157 16,156 Major customers For the year ended 31 December 2023, revenue with three customers each exceeded 10% of total revenue. The revenue derived from these three customers was EUR 44.5 million, EUR 28.5 and EUR 22.7 million respectively. For the year ended 31 December 2022, revenue with two customers each exceeded 10% of total revenue. The revenue derived from these two customers was EUR 52.4 million and EUR 53.2 million respectively. For the year ended 31 December 2021, revenue with two customers also each exceeded 10% of total revenue. The revenue derived from these two customers was EUR 24.6 million and EUR 29.1 million respectively. Operating segments and geographical information The Group operates four windfarm installation vessels, which are viewed as one segment. The vessels operate in a global market and are often redeployed to different regions due to changing customers or contracts. Accordingly, we report our operations as a single reportable segment. Contract backlog The Group’s order backlog as of the reported date amount to EUR 1,557 million (2022: EUR 780 million; 2021: EUR 409 ). The table below includes announced contracts as of 31 December. EUR 192 million of the backlog pertains to contracts that management expect to recognise in 2024. EUR million 2023 2022 2 2021 2 Contract backlog as of 31 December¹ Within one year 192 84 110 After one year 1,365 696 299 Total 1,557 780 409 1 Contract backlog (excluding bunker) is split between, EUR 1,379 million firm and EUR 178 million options. 2 Contract backlog (excluding bunker) for 2022 was split between, EUR 653 million firm and EUR 127 million options and for 2021, EUR 351 million firm and EUR 58 million options. |
Expenses by Nature
Expenses by Nature | 12 Months Ended |
Dec. 31, 2023 | |
Expenses by Nature | |
Expenses by Nature | Note 4 Expenses by Nature EUR’000 Note 2023 2022 2021 Cost of sales Right of use asset depreciation 19 30 — — Insurance 1,573 1,933 1,772 Vessel depreciation 18 22,484 21,664 16,077 Impairment of property, plant and equipment 18 5,000 — — Crewing costs paid to a related party and an external party 27 — 61 11,517 Seafarer payroll 7 15,921 13,089 1,159 Fuel and oil 711 1,113 892 Maintenance 5,121 4,039 2,305 Messing costs 1,448 1,428 1,224 Seafarer travel 2,835 2,589 1,876 Specific charter costs 4,052 2,623 1,239 Utilities 389 689 541 Other operating expenses 294 309 260 Tonnage tax — — 17 Total cost of sales 59,858 49,537 38,879 Administrative expenses Depreciation and amortisation 17, 18, 19 534 1,020 414 Employee compensation 7 18,889 9,905 7,603 Repair and maintenance expenses 1,123 796 161 Legal and professional fees 2,122 1,047 564 Transaction costs 6 7,707 — — Rental expenses 751 582 584 Travel expense 985 612 305 Management fees to related party 27 — — 115 Marketing and entertainment expenses 602 788 159 Other expenses 1,745 946 1,020 Total administrative expenses 34,458 15,696 10,925 Auditor remuneration Administrative expenses include fees to the auditors appointed by the shareholder at the Annual General Meeting: EUR’000 2023 2022 2021 Statutory audit 474 125 92 Other assurance services 1,608 — 8 Tax services 2 105 50 Other services 606 51 14 Total 2,690 281 164 Statutory audit services consist of fees for professional services rendered by EY for the audit of our annual consolidated financial statements and services that are provided by the auditor in connection with statutory audit. Other assurance services including PCAOB re-audits and assurance reports in respect of pro-forma financial information in in connection with regulatory filings, and review of interim financial information. Tax services consists of Tax compliance services. Other services consists of services provided for other permitted services, including fees for work performed in connection with the U.S. listing in December 2023. |
Other Operating Income and Expe
Other Operating Income and Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Other Operating Income and Expenses | |
Other Operating Income and Expenses | Note 5 Other Operating Income and Expenses EUR'000 2023 2022 2021 Other operating income 3,000 — — Other operating expenses (2,863) — — Net other operating income and expenses 137 — — Other operating income and expenses includes the net gain from the sale of the main cranes and spare parts of both O-class vessels. The contract agreement signed for the sale of both main cranes states a purchase price of EUR 1.5 million for each main crane. In the case of Wind Orca, the book value of the main crane had been written down, reflecting the value that was expected from the disposal of the assets. Thus, an impairment loss of EUR 5 million was reflected in the profit and loss. The Osprey main crane had been kept at its carrying amount since there was a gain from the disposal. The sale of both main cranes is driven by the main crane upgrades to the O-Class vessels. |
Business combination
Business combination | 12 Months Ended |
Dec. 31, 2023 | |
Business combination | |
Business combination | Note 6 Business combination On 19 December 2023, Cadeler acquired 86.39% of shares in Eneti Inc. via a share exchange offer. The remaining shares were acquired through a squeeze - out merger on 29 December 2023. About Eneti Eneti Inc. has been listed for trading on the NYSE since 12 December 2013 and was an international shipping company focused on serving the offshore wind and marine-based renewable energy industry by providing installation and maintenance services through the operation WTIVs. WTIVs are vessels specifically designed for the transport and installation of offshore wind turbines, which are power generating devices driven by the kinetic energy of the wind near-shore or further offshore on coastlines for commercial electricity generation, onto pre-prepared foundations. Eneti operated its marine energy business internationally, primarily in Europe and Asia. Eneti generated revenues of USD 141 million in 2023 with close to 300 employees. Strategic rationale and synergies The business combination with Eneti has to combine two leading offshore wind companies. The combination represents a significant step up in the ability to meet the increased demand globally for larger and more complex projects. Cadeler and Eneti are a strong match with many potential synergies as a result of similarities in business models, services and strategies. Additionally, scale remains one of the key competitive advantages in the offshore installation market with significant expected operational and commercial benefits driven by an increase in scale, a complementary fleet, and deep industry relationships, to support the needed green transition. Consideration transferred The consideration transferred for the shares in Eneti has been made in Cadeler shares by offering 3.409 ordinary Cadeler shares for one Eneti share. A total of 113,809,868 Cadeler shares have been exchanged, in return of 86% ownership of Eneti, at a fair value of EUR 441.2 million based on the acquisition date share closing price of NOK 44.10 on the Oslo Stock Exchange. In addition, in order to acquire shares not tendered, a squeeze out merger payment of EUR 54.7 million has been settled in cash, in return of 14% ownership of Eneti. Furthermore, an Eneti financing arrangement was settled by Cadeler immediately prior to closing. The payment made by Cadeler of EUR 40.9 m, has been adjusted in the transaction price. The total consideration transferred amounts to EUR 536.9 million. Adjusted for the fair value of cash and cash equivalents acquired and non-cash consideration, the net cash purchase price received amounts to EUR 10.4 million. Earnings impact The acquisition of Eneti has contributed revenues of approximately EUR 3.4 million and net loss of approximately EUR (1.1) million to the Group for the period 19 December to 31 December 2023. If the acquisition had occurred on 1 January 2023, the consolidated pro forma revenue and net loss of the combined Group for the year ended 31 December 2023 would have been approximately EUR 234 million and EUR (92) million, respectively. Transaction costs Total transaction costs recognised amount to EUR 14.7 million, of which EUR 7.7 million have been recognised as Administrative expenses in the Consolidated Statement of Profit and Loss and EUR 7.0 million recognised in Equity in the Consolidated Balance Sheet in relation to issuing of Cadeler shares issued for settling the share-for-share exchange offer. Fair value of acquired net assets and recognised goodwill As the closing of the acquisition was 19 December 2023, the acquisition accounting for the Eneti acquisition is ongoing, thus net assets, goodwill and contingent assets and liabilities recognised at the reporting date are to some extent still provisional. Adjustments may be applied to these amounts for a period of up to twelve months from the acquisition date in accordance with IFRS 3 (revised). Goodwill arising from the acquisition has not yet been allocated to the cash generating unit. Goodwill recognised mainly relates to the operational efficiencies and expected synergies from the integration of Eneti into the Cadeler Group. Recognised goodwill is non-deductible for tax purposes. Fair value measurement Material net assets acquired for which significant estimates have been applied in the fair value assessment have been recognised using the following valuation techniques: Property, plant and equipment Fair value of property, plant and equipment relating to mainly vessels is measured based on external market valuations at the time of the acquisition carried out by professional appraisers, substantiated by an income approach, based on the present values of the expected cash flows. Receivables The fair value of acquired trade and other receivables and contract assets amounts to EUR 29.4 million. Collectability of receivables has been assessed and no adjustments to the contractual cash flows have been made. As such, it is expected that contractual amounts can be collected. The provisional fair value of identified net assets and goodwill recognised comprises as follows: Fair value of assets acquired and liabilities assumed EUR’000 19 December 2023 Vessels including dry docks 296,707 Vessel under construction 144,219 Other fixtures & fittings 598 Right-of-use assets 1,033 Trade and other receivables 29,408 Inventories 147 Prepayments 3,821 Cash and cash equivalents 106,056 Total assets 581,989 Provisions 6,987 Deferred tax liabilities 10,315 Trade and other payables 40,271 Lease liabilities 1,300 Deferred charter hire income 1,937 Current income tax liabilities 1,217 Total liabilities 62,027 Total identifiable net assets at fair value 519,962 Goodwill arising on acquisition 16,919 Purchase price transferred 536,881 Cash and cash equivalents acquired 106,056 Consideration paid in shares 441,228 Net cash purchase price (10,403) |
Employee Compensation
Employee Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Employee Compensation | |
Employee Compensation | Note 7 Employee Compensation Onshore - presented within administrative expenses EUR’000 Note 2023 2022 2021 Wages and salaries 16,957 8,873 6,637 Employer’s contribution to defined contribution plans 847 502 350 Share based payment expense 8 1,134 352 360 Other short-term benefits 611 178 145 19,549 9,905 7,492 Average number of full time employees 113 70 58 Employee compensation includes EUR 660 thousands related to bonus paid, included in transaction cost. For more information relate administrative expenses (Note 4). Offshore - presented within cost of sales EUR’000 Note 2023 2022 2021 Wages and salaries 14,056 11,693 1,097 Employer’s contribution to defined contribution plans 1,124 1,082 60 Other short-term benefits 741 314 2 Total offshore employee compensation 15,921 13,089 1,159 Average number of full time employees 182 162 12 Total EUR’000 Note 2023 2022 2021 Wages and salaries 31,013 20,566 7,734 Employer’s contribution to defined contribution plans 1,971 1,584 410 Share based payment expense 8 1,134 352 360 Other short-term benefits 1,352 492 147 Total employee compensation 35,470 22,994 8,651 Average number of full time employees 295 232 70 Number of employees at the end of the reporting period 570 232 206 Eneti employees, both onshore and offshore, joined the Group by the end of December 2023. Thus, average number of full-time employees as of 2023 reflect the number of employees divided by 12 months. Eneti had 99 onshore full time employees and 176 seafarers by the end of 2023. Offshore crew was hired directly by the Company by the end of November 2021. Average number of full-time employees as of 2021 reflect the number of seafarers. The Company had 148 seafarers by the end of 2021. Labor costs related to certain employees who are working on the management of the newbuilding process have been capitalised. These capitalised costs amount to EUR 1.1 in 2023 and EUR 900 thousands in 2022. |
Long Term Incentive Programs
Long Term Incentive Programs | 12 Months Ended |
Dec. 31, 2023 | |
Long Term Incentive Programs | |
Long Term Incentive Programs | Note 8 Long Term Incentive Programs In December 2021, a new remuneration scheme was agreed starting in January 2022 and replacing the existing share-based incentive schemes for the majority of eligible employees. The terms of the programme initiated in December 2021 are: (i) with effect from 2021, an annual cash bonus up to 12 months of salary for the CEO, and up to 6 months for selected employees. This bonus is at the discretion of the board and paid in cash the following January. Bonuses regarding selected employees is expensed in 2023. (ii) with effect from 2021, an annual cash bonus up to 3 months of salary for other employees. This bonus paid based on Company, team and individual performance. The bonus is paid in cash at the end of the calendar year. (iii) in January 2022, the executive management and selected employees were granted from 10,393 to 55,430 Restricted Share Units (RSU) which will vest July 2024 and are conditional upon continued employment within Cadeler. The total value of the RSU allocation is calculated based on the Company's closing share price on Nasdaq Copenhagen A/S on the day of the grant and the value is EUR 394 thousand (EUR 3.3 per RSU). The expense recognised in profit and loss for the year amounts to EUR 143 thousand (EUR 157 thousand in 2022).The average remaining contractual life as of 31 December 2023 is 0.5 years. (iv) in January 2022, the executive management and selected employees were granted from 10,393 to 55,430 Options in Cadeler shares which will vest May 2024 and expire in April 2027. The strike price will range from NOK 36.02 to NOK 38.42 depending on the exercise period and are conditional upon continued employment within Cadeler. The fair value of these granted options was determined using the Black-Scholes model and the value is EUR 160 thousand (EUR 1.3 per RSU). The expense recognised in profit and loss for the year amounts to EUR 62 thousand (EUR 69 thousand in 2022). The average remaining contractual life for the options as of 31 December 2023 is 3.3 years . For the programmes described in (iii) and (iv) the annualised volatility of the shares 48.1% is based on the historical volatility of the price of shares, annual risk free interest rate of 1% , dividend yield of zero , expected life until expiration date and average share price of EUR 3.7 . (v) in May 2022, the executive management and selected employees were granted from 43,420 to 221,719 Options in Cadeler shares which will vest in May 2025 and expire in May 2028. The strike price will be NOK 40.24 and is conditional upon continued employment within Cadeler. The fair value of these granted options was determined using the Black-Scholes model and the value is EUR 761 thousand (EUR 1.3 per RSU). The expense recognised in profit and loss for the year amounts to EUR 237 thousand. The average remaining contractual life for the options as per 31 December 2023 is 4.3 years. The annualised volatility of the shares 42.5% is based on the historical volatility of the price of shares, annual risk free interest rate of 2.8% , dividend yield of zero , expected life until expiration date and average share price of EUR 3.7 . (vi) in January 2023, the executive management and selected employees were granted from 19,760 to 130,416 Restricted Share Units which will vest in July 2025 and are conditional upon continued employment within Cadeler . The total value of the RSU allocation is calculated based on the Black-Scholes model and the value is EUR 1.2 million (EUR 3.0 per RSU). The expense recognised in profit and loss for the year amounts to EUR 498 thousand. The average remaining contractual life is 1.5 years. The average share price is NOK 36.56 . (vii) In August 2023, the executive management and selected employees were granted from 88,920 to 385,320 Options in Cadeler shares which will vest in August 2026 and expire in August 2029. The strike price will be NOK 45.49 and is conditional upon continued employment within Cadeler. The fair value of these granted options was determined using the Black-Scholes model and the value is EUR 2.2 million (EUR 1.8 per RSU). The expense recognised in profit and loss for the year amounts to EUR 250 thousand. The average remaining contractual life for the options as of 31 December 2023 is 5.5 years . The annualised volatility of the shares 61.0% is based on the historical volatility of the price of shares, annual risk free interest rate of 2.68% , dividend yield of zero , expected life until expiration date and average share price of EUR 3.7 . The Group previously had a share-based incentive scheme for its key employees in connection with the IPO, with the following key terms: (viii) an incentive varying from 1 to 8 months of salary of the key employee paid in shares in the event the Offering is successful. The gross monthly salary and share price for the basis of calculation of the shares to be issued is based on the gross monthly salary of the employee and share price on the first day of trading of the shares. The initial share price was set at observable input 27 November 2020 ( 146,626 shares) and was paid out in cash at the share price after the vesting period 27 November 2021. The initial cost was calculated to EUR 504 thousand but was paid out at EUR 734 thousand. The charge to equity amounts to EUR 230 thousand. (ix) an incentive varying from 2 to 4 months of salary of the key employee paid in shares for the continuous employment of the employee for each full calendar year of 2020 and 2021. The incentive will be paid with the employee’s salary in June in the following year, i.e., in June 2021 and June 2022. The gross monthly salary and share price for the basis of calculation of the shares to be issued is based on the gross monthly salary of the employee and share price on the date the incentive will be paid in June 2021 and June 2022. As stated above this programme was terminated for most of employees and this part is reversed in equity and in profit and loss as well. The amount reversed regarding 2020 is EUR 3 thousand and 2021 EUR 167 thousand. (x) with effect from 2021, a tiered annual bonus scheme for the CEO of the Company linked to KPIs and business profitability, which is capped at 8 months of gross monthly salary of the CEO paid in shares. The gross monthly salary and share price for the basis of calculation of the shares to be issued is based on the gross monthly salary of the CEO and shares price on the date falling 30 days from the date of filing of the audited accounts of the Company for the financial year. As stated above this programme is terminated and was replaced with a cash bonus. The programme was accounted for as a cash-based incentive programme for 2021 and the full cash bonus was expensed for in 2021. No ne of these instruments are exercisable at the reporting period. 2023 2022 Executive Other Executive Other management employees management employees Outstanding instruments – Options Number WAEP 1 Number WAEP¹ Number WAEP¹ Number WAEP 1 Outstanding at 1 January 344,589 3.16 330,963 3.15 — — — — Granted during the year 622,440 3.64 563,160 3.64 344,589 3.16 330,963 3.15 Forfeited during the year — — — — — — — — Exercised during the year — — — — — — — — Expired during the year — — — — — — — — Outstanding at 31 December 967,029 3.47 894,123 3.46 344,589 3.16 330,963 3.15 2023 2022 Executive Other Executive Other management employees management employees Outstanding instruments - RSU Number WAEP¹ Number WAEP¹ Number WAEP¹ Number WAEP¹ Outstanding at 1 January 55,430 — 65,823 — — — — — Granted during the year 189,696 — 205,504 — 55,430 — 65,823 — Forfeited during the year — — — — — — — — Exercised during the year — — — — — — — — Expired during the year — — — — — — — — Outstanding at 31 December 245,126 — 271,327 — 55,430 — 65,823 — 1 EUR Weighted average exercise price (WAEP). |
Board of Directors and Manageme
Board of Directors and Management Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Board of Directors and Management Compensation | |
Board of Directors and Management Compensation | Note 9 Board of Directors and Management Compensation 2023 2022 2021 Board of Executive Board of Executive Board of Executive EUR’000 directors management Total directors management Total directors management Total Wages, salaries and board fees 183 850 1,033 180 683 863 180 650 830 Share based payment — 588 588 — 173 173 — 164 164 Other short-term benefits — 55 55 — 36 36 — 23 23 Cash bonus — 1,155 1,155 — 482 482 — 314 314 Total management compensation 183 2,648 2,831 180 1,374 1,554 180 1,151 1,331 Executive management Executive management means the members of the executive management which were registered with the Danish business authority and who have the authority and responsibility for the planning, directing and controlling activities of the Company as defined by IAS 24. In 2021, Key management also included personnel who supported executive management, for the planning, directing and controlling activities of the Company. Board of directors Andreas Sohmen-Pao and Andreas Beroutsos are employed by the BW Group. These board members have not received remuneration from Cadeler in 2021, 2022 and 2023. Andreas Beroutsos stepped down from the Board with effect from 25 April 2023. On the same date, Andrea Abt joined the Board. David Peter Cogman is employed by the Swire Group and has not received remuneration from Cadeler in 2021, 2022 and 2023. David Peter Cogman stepped down from the Board with effect from 16 June 2023 along with Connie Hedegaard. On 20 February 2024, Emanuele Lauro and James Nish joined the Board. Emanuele Lauro is the Director and Chief Executive Officer of Scorpio Holdings Limited considered a related party (See Note 27). |
Finance Income and Expenses
Finance Income and Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Finance Income and Expenses | |
Finance Income and Expenses | Note 10 Finance Income and Expenses EUR’000 2023 2022 2021 Foreign currency gain 109 3,424 1,795 Fair value change of derivative (ineffectiveness) — 363 — Interest gained 1,432 244 — Finance income 1,541 4,031 1,795 EUR’000 2023 2022 2021 Interest expense – Interest linked to debt liabilities 2,851 1,351 2,727 – Interest with related parties — 157 684 Fair value change of derivative (ineffectiveness) 765 — — Lease liabilities 25 21 30 Foreign currency loss 389 7,834 1,692 Bank fees 456 318 358 Finance expenses 4,486 9,681 5,491 Total interest paid in 2023 as per Consolidated Statement of Cash Flows amounts to EUR 7.1 million (2022: EUR 4.2 million) which have been capitalised to Property, Plant and Equipment. For more information refer to Note 18. Total interest linked to debt liabilities include EUR 1.9 million (2022: EUR 0.9 ) due to write off of loan fees relate to the previous debt facility and an additional EUR 1.0 million from the amendment to that prior facility in June 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Income Taxes | Note 11 Income Taxes EUR’000 2023 2022 2021 Income tax expense Tax expense attributable to profit is made up of: Utilisation of non-recognised tax losses offset against Danish Tonnage Tax expense — — (13) Total Income tax expense — — (13) An expansion of the Danish tonnage tax regime to cover wind farm installation vessels was passed in January 2020 with retroactive effect from 2017, inclusive. On 15 December 2020, Cadeler A/S received a binding ruling from the Danish Tax Authorities. According to this, Cadeler A/S was able to apply the Danish Tonnage Taxation after the listing of the shares 27 November 2020. Management applied the Danish Tonnage Taxation since 2021. The recorded tonnage tax expense for 2023 in Denmark and Cyprus amount to EUR 0 thousand and EUR 5 thousand respectively (2022: EUR 0 thousand and EUR 5 thousand respectively; 2021: EUR - 13 thousand and EUR 5 thousand respectively). Cadeler A/S also has material tax losses from previous periods available for carry forward. Such tax losses can be utilised against future tonnage taxation income and other income, which does not qualify for tonnage taxation. The tax value of tax losses to be carried forward as of 31 December 2023 are approximately EUR 13 million (EUR 13 and EUR 12 million as of 31 December 2022 and 2021, respectively) and have not been recognised as it is not considered probable that the tax loss will be utilised. The tax losses are not subject to expiration. The Company operates in several countries. The Group’s annual tax positions are based on taxable income, statutory rates and allowances, transfer pricing assumptions and the interpretation of the tax laws in the various jurisdictions of its operations. Such positions require significant judgment and the use of estimates and assumptions regarding significant future events such as the amount, timing and tax characterisation of certain transactions, changes in tax laws and treaties, and the timing and amount of profitability in each location in any given year. Additionally, certain of our entities enter into agreements with other of our entities to provide specialised services and equipment to their operations. However, in some jurisdictions the interpretation of tax laws relating to the pricing of transactions between related parties could potentially result in tax authorities asserting additional tax liabilities with no offsetting tax recovery in other jurisdictions. The Company’s tax filings may be subject to regular audits by the tax authorities as applicable to local law. These audits may result in assessments for additional taxes that are resolved with the authorities or, potentially, through the courts. Due to the uncertain and complex application of tax regulations, the ultimate resolution of audits may result in liabilities that could be materially different from these estimates. In such an event, the Company will record additional tax expense or tax benefit in the period in which such resolution occurs. The Company reviewed the carrying amount of deferred tax assets at the reporting date and assessed if sufficient taxable profits will be available to allow a deferred tax asset to be utilised either in full or in part. To assess the availability of future taxable profits, management estimates future revenues and costs, capital allowances and tax planning opportunities. After consideration of all the information available, including its historical operating losses over the last three years, management believes that sufficient uncertainty exists with respect to future realisation of deferred tax assets and therefore has not been recognised. The Company assess that such deferred tax assets do not meet the recognition criteria until it can sustain a level of taxable profitability that demonstrates its ability to realise these assets. Deferred tax Deferred tax relates to the following: EUR’000 2023 2022 2021 Reconciliation of deferred tax liabilities, net Beginning of financial year — — — Acquisition of businesses 10,321 — — Exchange differences (130) — — 31 December 2023 10,191 — — Deferred tax positions as at 31 December 2023 relates to vessels. Effective Tax Rate 2023 2022 2021 EUR’000 % EUR’000 % EUR’000 % Tax expense attributable to profit is made up of: Accounting profit before income tax 11,498 35,541 7,450 Adjustment regarding tonnage taxed income (11,498) (35,541) (7,450) Accounting profit before income tax relating to Corporation Tax — — — Calculated tax at statutory tax rate in Denmark, 22% — 22 — 22 — 22 Tax impact from: Change in impairment of deferred tax assets in the year — 22 — 22 (13) 22 Income tax expense, reported — — — — (13) — Effective tax rate (%) 0.0 % 0.0 % 0.0 % |
Earnings Per Share (EPS)
Earnings Per Share (EPS) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share (EPS) | |
Earnings Per Share (EPS) | Note 12 Earnings Per Share (EPS) Basic EPS is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is calculated by dividing the profit attributable to ordinary holders of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The weighted average number of ordinary shares takes into account the weighted average effect of share based payments during the year as well as issuance of shares in connection with business combination with Eneti. In December 2023, 113 million shares were issued for this business combination. The following table reflects the income and share data used in the basic and diluted EPS calculations: EUR’000 2023 2022 2021 Profit attributable to ordinary equity holders of the parent for basic earnings 11,498 35,541 7,451 Profit attributable to ordinary equity holders of the parent adjusted for the effect of dilution 11,498 35,541 7,451 Thousands 2023 2022 2021 Weighted average number of ordinary shares for basic EPS 1 201,362 163,219 131,161 Effect of dilution from shared based payments programme 1,861 676 — Weighted average number of ordinary shares adjusted for the effect of dilution 1 203,223 163,895 131,161 There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorization of these Financial Statements. 1 The weighted average number of shares takes into account the weighted average effect of share based payments during the year. |
Cash and Bank Balances
Cash and Bank Balances | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Bank Balances | |
Cash and Bank Balances | Note 13 Cash and Bank Balances EUR’000 2023 2022 2021 Cash at bank and on hand 96,608 19,012 2,308 The Company is holding cash by 31 December 2023 with the intention of paying asset under construction related instalments in the first half of 2024. |
Trade and Other Receivables
Trade and Other Receivables | 12 Months Ended |
Dec. 31, 2023 | |
Trade and Other Receivables | |
Trade and Other Receivables | Trade and Other Receivables EUR’000 2023 2022 2021 Trade receivables from non-related parties 26,802 17,635 18,424 Contract assets 8,880 19,999 843 Receivables from related parties 592 — — Other receivables 3,158 600 1,106 39,432 38,234 20,373 As of 31 December 2023, the Company’s receivables include contract assets totalling EUR 8.9 million, a significant decrease from EUR 20 million in 2022. These contract assets represent the Company’s entitlement to proportional consideration for ongoing projects as of the balance sheet date. Typically, these contract assets are reclassified to trade receivables when the Company fulfils its obligations and the right to consideration becomes unconditional, usually upon completion of the project. Expected credit loss on trade receivables The Group has historically only experienced immaterial losses on trade receivables, if any. Further, a material part of the cash flows in the contracts are prepayments received up front. The Group’s assessment remains consistent with its past practices. Although some positions may transition to 30 days overdue, our overall position on credit risk management remains unchanged. This assessment is supported by historical data, a select group of reliable debtors, and our outlook for the future. Trade Contract Expected EUR’000 receivables assets loss Total 31 December 2023 Not due 9,639 8,880 — 18,519 Overdue 1-30 days 14,287 — — 14,287 Overdue 31 to 60 days 603 — — 603 Overdue +61 days 2,273 — — 2,273 Total 26,802 8,880 — 35,682 31 December 2022 Not due 17,197 19,999 — 37,196 Overdue 1-30 days 438 — — 438 Overdue 31 to 60 days — — — — Overdue +61 days — — — — Total 17,635 19,999 — 37,634 31 December 2021 Not due 7,850 843 — 8,693 Overdue 1-30 days 8,962 — — 8,962 Overdue 31 to 60 days 316 — — 316 Overdue +61 days 1,296 — — 1,296 Total 18,424 843 — 19,267 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Inventories | Inventories EUR’000 2023 2022 2021 Fuel and oil 1,836 549 440 As of 31 December 2023, the Company’s inventories include fuel and oil totalling EUR 1.8 million, a significant increase from EUR 0.5 million in 2022 since three of our four operating vessels were off hire at the end of the reporting period. |
Prepayments
Prepayments | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments | |
Prepayments | Note 16 Prepayments EUR’000 2023 2022 2021 Prepayments 9,562 1,699 1,497 Prepayments include deferred costs like bank loan fees, insurance annual premiums and software annual subscriptions. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Intangible Assets | Note 17 Intangible Assets 2023 2022 2021 EUR’000 Software Goodwill Total Software Software Cost Beginning of period 662 — 662 434 — Acquisition of businesses — 16,919 16,919 — — Additions 31 — 31 228 434 Exchange differences — (212) (212) 31 December 693 16,707 17,400 662 434 Accumulated depreciation Beginning of period 243 — 243 32 — Depreciation charge 210 210 211 32 31 December 453 — 453 243 32 Net book value 240 16,707 16,947 419 402 Software additions during 2023 are mainly related to further developments of the Company software solutions. While 2021 additions were mainly implementation costs for Enterprise Resource and Planning (ERP), Vessel and Crew Management software, 2022 additions are mainly further developments of these initially implemented solutions. Impairment Test Management has performed impairment test of goodwill allocated to each CGU as at December 31, 2023. Goodwill of EUR 16.9 million was recognised on 19 December 2023 relating to the Eneti acquisition.The Group has two CGUs being the transport and installation of offshore wind turbine generators and foundations vessels (WTGFIV), Cadeler’s O-class vessels and Scylla; and the maintenance of offshore wind turbine generators (O&MV) cash-generating unit, comprising Zaratan. At 31 December 2023, Management has not yet concluded on the allocation of goodwill, which could be either to a single CGU or to both CGUs'. Management assessed goodwill for impairment on entity level (being both CGUs), which showed no indication of impairment, based on the quoted price of Cadeler’s shares. For more information related to Goodwill recognised and allocation of goodwill to CGU, please refer to Note 6. |
Property Plant and Equipment
Property Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property Plant and Equipment | |
Property Plant and Equipment | Note 18 Property Plant and Equipment Other fixtures Assets under EUR’000 Vessels Dry Dock and fittings Construction Total Cost 2023 Beginning of financial year 282,282 9,261 536 356,163 648,242 Acquisition of businesses 296,536 171 599 144,219 441,525 Additions 227 — 3 73,169 73,399 Disposals (8,002) (291) — — (8,293) Exchange differences (4,683) (6) (159) (1,806) (6,654) 31 December 2023 566,360 9,135 979 571,745 1,148,219 Accumulated depreciation and impairment Beginning of financial year 39,570 2,023 445 — 42,038 Depreciation charge 20,847 1,637 19 — 22,503 Disposals (5,722) (108) — — (5,830) Impairment on disposal 5,000 — — — 5,000 Exchange differences (968) (4) (152) — (1,124) 31 December 2023 58,727 3,548 312 — 62,587 Net book value 507,633 5,587 667 571,745 1,085,632 Due to business combination with Eneti, the Group’s property, plant, and equipment increased by EUR 441.5 million in 2023. This primarily comprised the Operating Vessels Wind Scylla and Wind Zaratan (EUR 205,879 and EUR 86,927 , respectively) and the newbuilds under construction, the M-Class down payments for EUR 144 million. Additions during 2023 are mainly driven by down payments of EUR 42 million for the new P-class installation vessels (EUR 15.4 million), the new A-class foundation installation vessels (EUR 3.8 million) and instalments for the main cranes for both Wind Orca (EUR 16.0 million) and Wind Osprey (EUR 6.8 million), represented above on Assets under Construction. In addition, Assets under Construction contains EUR 7.6 million worth of guarantee fees to BW Group related to the A-class and P-class newbuild vessels as well as EUR 5.7 million of assets related to future projects that have not yet started. Borrowing costs for 2023 has been capitalised for a total of EUR 7.1 million (2022: EUR 4.2 million). The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the Company’s general borrowings during the reported period, in this case 5.5% (2022: 5.7 )%. Disposals during 2023 are mainly driven by the main cranes upgraded in both O-Class vessels, as well as impairment recognised. For further details, please refer to Note 5. Other fixtures Assets under EUR’000 Vessels Dry Dock and fittings Construction Total Cost 2022 Beginning of financial year 258,148 1,983 536 158,734 419,401 Additions 15,105 5,281 — 208,455 228,841 Transfer from assets under construction 9,029 1,997 — (11,026) — 31 December 2022 282,282 9,261 536 356,163 648,242 Accumulated depreciation Beginning of financial year 19,629 300 386 — 20,315 Depreciation charge 19,941 1,723 59 — 21,723 31 December 2022 39,570 2,023 445 — 42,038 Net book value 242,712 7,238 91 356,163 606,204 Additions during 2022 are mainly driven by down payments for EUR 167 million of the two new A-class foundation installation vessels and instalments for the main cranes for both Wind Orca (EUR 10.7 million) and Wind Osprey (EUR 16.3 million), represented above on Assets under Construction. There was also a transfer from assets under construction to additions for EUR 11 million, of which EUR 9 million due to the capitalisation of vessel equipment. Borrowing costs for 2022 has been capitalised for a total of EUR 4.2 million. The capitalisation rate used to determine the amount of borrowing costs to be capitalised is the weighted average interest rate applicable to the Company’s general borrowings during the reported period, in this case 5.7% . Other fixtures Assets under EUR’000 Vessels Dry Dock and fittings Construction Total Cost 2021 Beginning of financial year 255,030 1,050 379 — 256,459 Additions 3,118 933 157 158,734 162,942 31 December 2021 258,148 1,983 536 158,734 419,401 Accumulated depreciation Beginning of financial year 3,853 — 280 — 4,133 Depreciation charge 15,776 300 106 — 16,182 31 December 2021 19,629 300 386 — 20,315 Net book value 238,520 1,683 150 158,734 399,087 Additions during 2021 are mainly driven by down payments for EUR 137 million of the two new P- Class WTIVs and new crane for Wind Orca (EUR 7 million), represented above on Assets under Construction. Impairment Test on vessels (excluding goodwill) The Company has neither identified internal nor external impairment indicators. However, on a voluntary basis management performs an impairment test every year. For the purpose of testing the Group’s vessels the impairment test is performed on a vessel-by-vessel basis. The Company is applying both fair value less costs of disposal (FVLCOD) to determine the arm’s length sale price of an asset at the measurement date and the value-in-use (VIU) method for estimating the expected future cash flows that the asset in the current condition will produce. The VIU method assumes the asset will be recovered principally through its continuing use. The impairment test involves estimating both FVLCOD and VIU and comparing the higher amount to the asset’s carrying amount. The Group has two CGUs being the transport and installation of offshore wind turbine generators and foundations vessels (WTGFIV), comprising Cadeler’s O-class vessels and Scylla; and the maintenance of offshore wind turbine generators (O&MV) cash-generating units, comprising Zaratan. As of 31 December 2023, Management tested the carrying amount of its two CGUs including goodwill for impairment, cf. note 17, and each vessel on a stand-alone basis as described below. Independent market values on each vessel Two independent evaluations of the market value of the two O-class vessels were received in the second half of 2023. The first evaluation was made the 9 November 2023 by Clarksons Valuations Limited for an estimation of USD 400 - 440 million (corresponding to EUR 377 - 415 million), which is 67 - 84% higher than the carrying amount. The second vessel evaluation was made the 13 November 2023 by Fearnleys Asia (Singapore) Pte Ltd for an estimation of USD 332 million (corresponding to EUR 313 million), which is 34% higher than the carrying amount. In addition, two independent evaluations of the market value of Wind Scylla were received in November 2023. The first evaluation was made by Clarksons Valuations Limited for an estimation of USD 225 - 240 million (corresponding to EUR 203 - 217 million), which is 5% higher than the carrying amount. The second vessel evaluation was made by Pareto for an estimation of USD 285 - 295 million (corresponding to EUR 258 - 267 million), which is 25 - 29% higher than the carrying amount. Two independent evaluations of the market value of Wind Zaratan were performed in the second half of 2023. The first evaluation was made by Clarksons Valuations Limited for an estimation of USD 95 - 115 million (corresponding to EUR 86 - 104 million), which is 21% higher than the carrying amount. The second vessel evaluation was made by Pareto for an estimation of USD 95 - 105 million (corresponding to EUR 86 - 95 million), which is 10% higher than the carrying amount. The impairment assessment involves comparing net book values with broker valuations. The net book value is below the broker valuations, hence there is headroom all vessels. Management assesses key input inputs used in the independent evaluations to support no impairment indicators as explained below. VIU calculation As of December 2023, Management has prepared a value-in-use calculation for the vessels. For the acquired vessels in December 2023, management relied on input from DCF models in connection with accounting for the business combination, cf. note 6. The discounted cash flow period has been calculated from the remaining useful life of the vessel as this is deemed most representative for the actual value of the vessels. The VIU is calculated based on cash flow projections in financial budgets and business plans as follows: – From 2024 revenue is based on a combination of signed contracts and market estimated day rates and utilisation for O-class vessels (using externally available information) and a yearly increase of 2 %. – OPEX includes expected 2024 levels (using internal forecasts) plus an increase for inflation on following years and CAPEX includes full investment on crane upgrades based on investment budget. The discount rate used in the calculation is based on a Weighted Average Cost of Capital (WACC) of 9.5% after tax, ( 8% after tax in 2022 and 8.5% after tax in 2021). As the Company is subject to the tonnage tax regime, the tax consideration in the WACC calculation for impairment of a vessel is immaterial. Therefore, the before and after tax WACC remain the same for impairment testing purposes. WACC is calculated by using a standard WACC model in which cost of equity, cost of debt and capital structure are the key parameters. The calculation showed no need for impairment as the future value of cashflows were higher than the Net Book Value of the vessels. A sensitivity analysis was also undertaken assuming an increase or decrease in the WACC by 1% as well as an increase or decrease in the revenue by EUR 20 thousand per day. Within this sensitivity analysis the calculations also showed no need for impairment as the future value of cashflows were higher than the Net Book Value of the vessels. The value in use test further showed that headroom is calculated with respect to the investment in new cranes. Newbuilds As for the newbuilds vessels it is management opinion that current signed contracts and the expected day rates in the future support no impairment indicators. The discount rate used in the calculation is based on a Weighted Average Cost of Capital (WACC) of 9.5% after tax, ( 8% after tax in 2022 and 8.5% after tax in 2021). As the Company is subject to the tonnage tax regime, the tax consideration in the WACC calculation for impairment of a vessel is immaterial. Therefore, the before and after tax WACC remain the same for impairment testing purposes. WACC is calculated by using a standard WACC model in which cost of equity, cost of debt and capital structure are the key parameters. The calculation showed no need for impairment as the future value of cashflows were higher than the Net Book Value of the vessels. A sensitivity analysis was also undertaken assuming an increase or decrease in the WACC by 1% as well as an increase or decrease in the revenue by EUR 20 thousand per day. Within this sensitivity analysis the calculations also showed no need for impairment as the future value of cashflows were higher than the Net Book Value of the vessels. Sufficient headroom is calculated with respect to the investment in new cranes. The impairment assessment for Wind Scylla and Wind Zaratan involves comparing their net book values with broker valuations. The net book value is below the broker valuations, hence there is sufficient headroom for the S-Class and Z-Class vessels. As for all the newbuilds vessels it is management opinion that current signed contracts and the expected day rates in the future support the agreed purchase prices of the vessels. |
Right of Use Assets
Right of Use Assets | 12 Months Ended |
Dec. 31, 2023 | |
Right of Use Assets | |
Right of Use Assets | Right of Use Assets Nature of the Group leasing activities Leasehold equipment In 2022 the Group started an agreement for the use of vessel equipment for a total contract value of EUR 464 thousand during the initial term, plus additional repair and installation costs. The amount was amortised over the initial term which was 13 months , ending in 2023. Office space The Group leases office space for the purpose of office operations. In 2023, the Company has terminated the lease agreement for its headquarters and signed a contract with Castellum Denmark, for a new location from 2024. The lease commitment is presented in Note 23. Warehouse facilities The Group leases a warehouse facility located in the UK. Leasehold Warehouse Office EUR’000 equipment facilities space Total Cost 2023 Beginning of financial year 464 — 1,681 2,145 Acquisition of businesses — 421 612 1,033 Exchange differences — (12) (32) (44) 31 December 2023 464 409 2,261 3,134 Accumulated depreciation Beginning of financial year 381 — 1,477 1,858 Amortisation charge 83 30 221 334 Exchange differences — (6) (25) (31) 31 December 2023 464 24 1,673 2,161 Net book value — 385 588 973 Leasehold Office EUR’000 equipment space Total Cost 2022 Beginning of financial year — 1,572 1,572 Movement during the year 464 109 573 31 December 2022 464 1,681 2,145 Accumulated depreciation Beginning of financial year — 1,108 1,108 Amortisation charge 381 369 750 31 December 2022 381 1,477 1,858 Net book value 83 204 287 Office EUR’000 space Total Cost 2021 Beginning of financial year 1,572 1,572 31 December 2021 1,572 1,572 Accumulated depreciation Beginning of financial year 832 832 Amortisation charge 276 276 31 December 2021 1,108 1,108 Net book value 464 464 Please refer to Note 24 for disclosure on the lease liabilities and to Note 23 for disclosure on lease commitment Lease interest expenses recognised in profit and loss a. Interest expense EUR’000 2023 2022 2021 Interest expense on lease liabilities (vessels and office) 25 21 30 b. Lease expense not capitalised in lease liabilities EUR’000 2023 2022 2021 Short-term lease expense 180 53 34 c. Total cash outflow for all leases in 2023, 2022 and 2021 were EUR 283 thousand, EUR 728 thousand and EUR 315 thousand respectively, excluding variable lease fee (refer to Note 24). EUR’000 2023 2022 2021 Repayment of lease liability 283 728 315 Rental above standby rate — — 196 Cash outflow for leases that are not capitalised 180 53 34 463 781 545 |
Provisions, Trade and Other Pay
Provisions, Trade and Other Payables | 12 Months Ended |
Dec. 31, 2023 | |
Provisions, Trade and Other Payables | |
Provisions, Trade and Other Payables | Note 20 Provisions, Trade and Other Payables EUR’000 2023 2022 2021 Trade and other payables: Trade payables 8,399 3,979 2,795 Other payables 24,237 4,843 6,908 32,636 8,822 9,703 The increase in other payables is attributed to year-end activity and temporal mismatches in payment processing, including cut-off procedures. EUR’000 2023 2022 2021 Provisions: Beginning of financial year — — — Acquisition of businesses 6,987 — — Exchange differences (88) — — 6,899 — — A provision is recognised for certain contracts with customers for which the unavoidable costs of meeting the performance obligations exceed the economic benefits expected to be received. It is anticipated that these costs will be incurred in the next financial year |
Deferred Income Taxes
Deferred Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Income Taxes | |
Deferred Income Taxes | Note 21 Deferred Income Taxes Cadeler A/S has material tax losses from previous periods available to carry forward. Such tax losses can be utilised against future tonnage taxation income and other income, which does not quality for tonnage taxation. The tax value of tax losses to be carried forward as of 31 December 2023 are in the region of EUR 13 million. The tax losses are not subject to expiration. No deferred tax asset in relation to the tax losses has been recognised as of 31 December 2023 as they are not expected to be utilised within the foreseeable future ( 3 - 5 years ). As at 31 December 2023, due to the business combination and the potential election to the UK tonnage tax, the Group had a gross unrecognised deferred tax asset balance of EUR 490.2 million. This balance is unrecognised at the UK corporate tax rate of 25% creating a net balance of EUR 135.6 million. Deferred tax impact have been recognised to the extent these adjustments increase or reduce recognised deferred tax liabilities. Because of uncertainty related to future choices of tax regimes, e.g. a tonnage taxation regime or an income tax regime, or uncertainty on future earnings that can recover previous not recognised deferred tax assets or tax assets arising from other pro forma adjustments, no deferred tax assets have been recognised. |
Issued Share Capital
Issued Share Capital | 12 Months Ended |
Dec. 31, 2023 | |
Issued Share Capital | |
Issued Share Capital | Note 22 Issued Share Capital No. of EUR’000 shares 2023 2022 2021 Ordinary shares Beginning and end of financial year 2021 138,574 26,575 18,641 18,641 Issued on May 2022 for capital increase 26,176 — 3,518 — Issued on October 2022 for capital increase 32,850 — 4,416 — Issued on December 2023 for capital increase 113,809 15,263 End of financial year 2023 311,409 41,838 26,575 18,641 As of 1 January 2023, the Group’s issued and paid in share capital amounted to DKK 197,600 thousand, equal to EUR 26,575 thousand, consisting of 197,600,000 shares of DKK 1 . In June 2023, Cadeler and Eneti entered into a Business Combination Agreement, executed through a stock-for-stock exchange offer made to all stockholders of Eneti. In December 2023, the share exchange offer was successfully completed and, consequently, the registration of the share capital increase. In December 2023, the authorised share capital was increased by DKK 113,809 thousand, equal to EUR 15,263 thousand, consisting of 113,809,868 shares of DKK 1 . At the end of 2023, the Group had share capital amounting to DKK 311,409 thousand, equal to EUR 41,838 thousand, consisting of 311,409,868 shares of DKK 1 . All shares have equal rights. |
Commitments and Pledges
Commitments and Pledges | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Pledges | |
Commitments and Pledges | Commitments and Pledges Lease commitments The future lease payables under non-cancellable value and short-term leases contracted for at the balance sheet date but not recognised as liabilities, are as follows: EUR’000 2023 2022 2021 Not later than one year 1,090 53 18 Between one and five years 4,984 9 — 6,074 62 18 The Company’s lease commitments include tenure of the new headquarters, which will reflect at the balance sheet in Q1 2024 under IFRS 16. The Company signed the contract with Castellum Denmark and will have access to almost 5,000 m2 of office space in central Copenhagen. The contract, with a six years biding period, amounted to EUR 8 million. The Company paid EUR 1 million as a deposit fee for this contract. Pledge of Fixed Assets The New Debt Facility detailed in Note 26 is secured by, inter alia, a first priority mortgage over the Wind Orca, Wind Osprey, Wind Scylla and Wind Zaratan Vessels (EUR 511 million carrying value, see Note 18), first priority assignment of the earnings of the vessel owning entities, including certain change of control provisions which are similar to those included in the P-Class Facility. The P-Class facility is secured by a first priority mortgage over the P-Class newbuilds, first priority assignments of the insurances and earnings of the P-Class newbuilds by Cadeler and the two borrowers and contain customary financial and other covenants including certain change of control provisions. There will be a change of control under the P-Class Facility if any person or group of persons acting in concert (other than Swire Pacific and the BW Group) hold legally and beneficially more than 25% of each of the issued and outstanding share capital and/or the issued and outstanding voting share capital of Cadeler A/S. In addition, a number of changes to the ownership structure further down in the Group will trigger a change of control such as, among others, if either Wind N1063 Limited or Wind N1064 Limited ceases to be a wholly owned (direct or indirect) subsidiary of Cadeler. The P-Class Facility will be governed by English law. Wind Osprey & Wind Orca new crane contract The Company signed a contract with NOV on 18 December 2020 to replace the main crane of Wind Orca and then executed the option to replace the main crane for Wind Osprey on 17 June 2021. The total sum of the contract with NOV for the replacement of both cranes is EUR 83.4 million, of which EUR 7 million was paid in 2021, EUR 27 million was paid in 2022 and EUR 15.8 million was paid in 2023. The remaining scheduled payments will be due in 2024. P-Class vessels Since 30 June 2021 the Company has a contract with COSCO SHIPPING Heavy Industry CO. Ltd. (“COSCO”) to build two new P-class WTIVs. The total sum of the contract for the new vessels is approximately EUR 572 million, of which EUR 137 million was paid in 2021 and EUR 14 million was paid in 2023. The remaining scheduled payments will be due between 2024 and 2025. Of the total contract, USD 390 million is paid in USD and EUR 220 million will is paid in EUR. A-Class vessels On 9 May 2022 and 22 November 2022 the Company signed additional contracts with COSCO SHIPPING Heavy Industry to build a total of two new A-Class foundation installation vessel. The total sum of the contracts for the new vessel is approximately EUR 657 million, of which approximately a total of EUR 167 million was paid in 2022, while the remaining amounts will be due over the years from 2025 to 2026. Of the total contract, USD 495 million is paid in USD and EUR 205 million is paid in EUR. M-Class vessels The Company, due to the business combination with Eneti, is currently under contract with Hanwha for the construction of two next generation offshore WTIVs. The total sum of the contracts is approximately EUR 592 million, of which EUR 118 million has been paid. The remaining scheduled payments will be due between 2024 and 2025. Remaining instalments for the newbuilds vessels: As of 31 December 2023 Millions P-Class M-Class A-Class Total Contract amount in EUR 220 — 205 425 Contract amount in USD 390 655 495 1,540 Total Contract amount translated to EUR 572 592 657 1,821 Commitment amount in EUR 69 — 105 174 Commitment amount in USD 390 524 426 1,340 Commitment amount translated to EUR 421 474 490 1,385 As of 31 December 2022 Millions P-Class A-Class Total Contract amount in EUR 220 205 425 Contract amount in USD 390 495 885 Total Contract amount translated to EUR 572 657 1,229 Commitment amount in EUR 82 105 187 Commitment amount in USD 390 426 816 Commitment amount translated to EUR 435 490 925 As of 31 December 2021 Millions P-Class Contract amount in EUR 220 Contract amount in USD 390 Total Contract amount translated to EUR 572 Commitment amount in EUR 82 Commitment amount in USD 390 Commitment amount translated to EUR 435 |
Financial Risk Management
Financial Risk Management | 12 Months Ended |
Dec. 31, 2023 | |
Financial Risk Management | |
Financial Risk Management | Financial Risk Management Financial risk factors The Group’s activities expose it to market risk (including currency risk and interest rate risk), credit risk and liquidity risk. The financial risk management of the Group is managed by the management of Cadeler and overseen by the Board of Directors and Audit Committee. The fair value of the Group’s financial assets and liabilities as of 31 December 2023 does not deviate materially to the carrying amounts as of 31 December 2023. Quantitative and Qualitative Disclosures about Market Risk Currency risk The Group’s business is exposed to the Danish Kroner (“DKK”), Norwegian Kroner (“NOK”), British pound sterling (“GBP”) and United States Dollar (“USD”) as certain operating expenses are denominated in these currencies. The Company will look to use financial instruments to reduce currency risk when there is significant liability or income in a non-EUR or DKK denominated currency and there is a cost-effective solution. The largest currency exposure of the Group is the future instalments for the new P, A and M class vessels in USD (USD 1.3 billion), more details can be found in Note 25 with regards of the current instruments used to mitigate this currency risk. Management and Board of Directors will evaluate the potential cost and benefits of currency exposure on an ongoing basis. The Group holds cash balances in USD. If the USD:EUR exchange rate deteriorated by 10% the result before tax would have decreased by EUR 4.6 million (EUR 30 thousand in 2022; EUR 80 thousand in 2021) based on the USD cash holdings as at 31 December 2023. The Group holds cash balances in GBP. If the GBP:EUR exchange rate deteriorated by 10% the result before tax would have decreased by EUR 1.4 million based on the GBP cash holdings as at 31 December 2023. As the DKK is pegged to EUR, no material currency risk has been identified against the DKK even though the Cadeler Group has costs denominated in DKK. As of 31 December 2023, the Cadeler Group did not have any material NOK cash holdings. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s current exposure to the risk of changes in market interest rates relates primarily to the Revolving Credit Facility (RCF) which was taken out on the 1 July 2022 and refinanced on the 7 December 2023, the New Debt facility, the P-Class facility, M-Class facility and Holdco facility. More details can be found in Note 25 with regards of the current instruments used to mitigate this risk. The New Debt facility and Holdco facility are based on a EURIBOR interest rate plus a margin. The EURIBOR interest rate has a floor of 0bps and was 3.9% and 2.0% at the end of 2023 and 2022, respectively. If the EURIBOR interest rate increased 100 bps over the floor of 0 bps, and the loans had been provided throughout the entire period of 2023, the cost would have increased by EUR 2.1 million (EUR 1.5 million in 2022; EUR 715 thousand in 2021). This variation could potentially qualify as capitalisable borrowing costs and minimise the impact on the result before tax. If the interest rate decreases the result before tax would not change due to capitalisation of borrowing costs. Management and Board of Directors will evaluate the potential cost and benefits of fixed interested rate borrowings on an ongoing basis. Credit risk Risk management Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group adopts the following policy to mitigate credit risk. For banks and financial institutions, the Group mitigates its credit risks by transacting only with counterparties who are rated “A” and above by independent rating agencies. The Group adopts the policy of dealing only with customers of appropriate history and obtaining sufficient security where appropriate to mitigate credit risk. The Group adopts stringent procedures on extending credit terms to customers and on the monitoring of credit risk. These credit terms are normally contractual and credit policies spell out clearly the guidelines on extending credit to customers, including monitoring the process and using related industry’s practices as reference. This includes assessment and valuation of customers’ credit reliability and periodic review of their financial status to determine the credit limits to be granted. Customers are also assessed based on their historical payment records. Where necessary, customers may also be requested to provide security or advance payment before services are rendered. Related party credit risk is managed by the Executive Management of Cadeler and overseen by the Board of Directors. The maximum exposure to credit risk is the carrying amount of trade receivables and other receivables, receivables from group entities and cash and bank balances presented on the balance sheet. Impairment of financial assets The Group assesses on a forward-looking basis the expected credit losses (“ECLs”) associated with its financial assets which are trade and other receivables, cash and bank balances and contract assets. Financial assets are written-off when there is no reasonable expectation of recovery, such as a non-related debtor failing to engage in a repayment plan with the Group. Where receivables have been written-off, the Group continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, these are recognised in profit or loss. The Group has applied the simplified credit loss approach by using the provision matrix to measure the lifetime expected credit losses for trade receivables from customers. To measure the expected credit losses, the Group grouped receivables based on shared credit characteristics and days past due. Trade receivables from external customers that are neither past due nor impaired are with creditworthy companies. Based on the provision matrix, the trade receivables from external customers are subject to immaterial credit loss. Refer to Note 14 for analysis of expected credit loss on trade receivables and contract assets. For cash and bank balances and other receivables that are measured at amortised cost, the Group has considered these financial assets as low credit risk. Cash and bank balances are mainly deposits with banks who have high credit-ratings as determined by international credit-rating agencies. As at 31 December 2023, cash and bank balances and other receivables are subject to immaterial credit loss. There is no credit loss allowance for other financial asset at amortised cost as at 31 December 2023, 2022 and 2021. Liquidity risk The Group manages liquidity risk by maintaining sufficient cash and available funding through committed credit facilities to enable it to meet its operational requirements and instalments for the newbuilds vessels signed. Please refer to Note 26 – Financial Liabilities: Interest-bearing Loans and Borrowing for a detailed disclosure of the current facilities of the Group. The following maturity table shows the contract obligation for the construction of the newbuilds vessels: Less than Between Between Millions 1 year 1 and 2 years 2 and 5 years Total 2023 Obligation in USD 328 833 180 1,341 Obligation in USD (in EUR) 296 752 163 1,211 Obligation in EUR 69 99 6 174 Total obligations (in EUR) 365 851 169 1,385 2022 Obligation in USD — 197 619 816 Obligation in USD (in EUR) — 187 588 775 Obligation in EUR 13 69 105 187 Total obligations (in EUR) 13 256 693 962 Less than Between Between EUR’000 1 year 1 and 2 years 2 and 5 years Total 2023 Trade and other payables 32,636 — — 32,636 Payables to Related parties 162 — — 162 Lease liabilities 601 392 — 993 Debt to credit institutions 799 — 204,773 205,572 Derivatives 4,004 5,683 12,274 21,961 38,202 6,075 217,047 261,324 2022 Trade and other payables 8,822 — — 8,822 Payables to Related parties 89 — — 89 Lease liabilities 279 — — 279 Debt to credit institutions 772 — 114,230 115,002 Derivatives — 1,821 287 2,108 9,962 1,821 114,517 126,300 2021 Trade and other payables 9,703 — — 9,703 Payables to Related parties 63 — — 63 Lease liabilities 298 209 — 507 Debt to credit institutions 28,599 14,476 30,000 73,075 38,663 14,685 30,000 83,348 The table above analyses the maturity profile of the financial liabilities of the Company based on contractual undiscounted cash flows excluding newbuild payments. EUR’000 2023 2022 2021 Lease liabilities at 1 January (current and non-current lease) 279 507 792 Acquisition of subsidiaries 1,299 — — Exchange differences (16) — — Cash paid for lease obligations (569) (228) (285) Lease liabilities at 31 December (current and non-current lease) 993 279 507 Current 392 — 209 Non-current 601 279 298 Change in the debts to credit institutions during the year EUR’000 2023 2022 2021 Debt to credit institutions at 1 January (115,002) (73,075) (73,500) Overdraft facility drawn — (16,067) (8,998) Loans repayment 115,000 65,000 10,000 Overdraft repayment — 25,065 — New loan (211,934) (115,000) — New loan interests 8,262 1,541 — Write off of loan fees (1,898) (923) — Others — (1,543) (577) Debt to credit institutions at 31 December (205,572) (115,002) (73,075) Less than Between After Carrying EUR’000 1 year 1 and 2 years 2 years Total amount 2023 Derivative financial instruments Interest rate swaps with a positive fair value — — — — — Interest rate swaps with a negative fair value 798 (3,166) (11,862) (14,229) (11,855) Gross settled foreign currency contracts, pay leg (EUR) — (183,741) — (183,741) — Gross settled foreign currency contracts, receive leg (USD) — 178,403 — 178,403 (5,338) 798 (8,504) (11,862) (19,567) (17,193) 2022 Derivative financial instruments Interest rate swaps with a positive fair value (305) 1,158 4,231 5,084 3,376 Interest rate swaps with a negative fair value — — (370) (370) (287) Gross settled foreign currency contracts, pay leg (EUR) — (183,741) — (183,741) — Gross settled foreign currency contracts, receive leg (USD) — 181,921 — 181,921 (1,821) (305) (662) 3,861 2,894 1,268 Capital management The Company’s objectives when managing capital are to ensure the Company’s ability to continue as a going concern and to maintain an optimal capital structure. In order to achieve this overall objective, the Company’s capital management, among other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches of the financial covenants of any interest-bearing loans and borrowing in the current period. In order to maintain or adjust the capital structure in the future, the Group may adjust the amount of dividends paid to shareholders, issue new shares and/or sell assets to reduce debt. Pursuant to the RCF, the Company is not permitted to pay any dividends or other distributions without DNB Bank ASA’s written consent. Fair value measurement The Group measures financial instruments such as derivatives at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the balance sheet date. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. In measuring the fair value of unlisted derivative financial instruments and other financial instruments for which there is no active market, fair value is determined using generally accepted valuation techniques. Market-based parameters such as market-based yield curves and forward exchange prices are used for the valuation. The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. Financial instruments for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as following accounting hierarchy: Level 1: The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and equity securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1. Level 2: The fair value of financial instruments that are not traded in an active market (e.g. over-the counter derivatives) is determined using valuation techniques that maximise the use of observable market data and rely as little as possible on entity-specific estimates. Valuation techniques applied are primarily based on marked-based inputs of the instruments. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. The table below shows the fair value measurement hierarchy of the Group’s assets and liabilities: EUR’000 Level 1 Level 2 Level 3 Total 2023 Through the consolidated statement of profit and loss Derivative assets — — — — Total financial assets at fair value through the consolidated statement of profit and loss — — — — Derivative liabilities — (403) — (403) Total financial liabilities at fair value through the consolidated statement of profit and loss — (403) — (403) Cash flow hedges: Derivative assets — 338 — 338 Derivative liabilities — (17,937) — (17,937) 2022 Through the consolidated statement of profit and loss Derivative assets — 363 — 363 Total financial assets at fair value through the consolidated statement of profit and loss — 363 — 363 Derivative liabilities — — — — Total financial liabilities at fair value through the consolidated statement of profit and loss — — — — Cash flow hedges: Derivative assets — 3,013 — 3,013 Derivative liabilities — (2,108) — (2,108) |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | Derivative Financial Instruments Hedge accounting The Group uses forward exchange contracts, including options (collars), and interest rate swap contracts to hedge currency risks and interest risk regarding highly probable future cash flows and designates them as cash flow hedges subject to meeting the criteria for application of cash flow hedging. The hedging ratios are determined as the notional value of the instrument divided by the notional value of the hedge item. The Group seeks to establish hedge relationships with a hedging ratio of 1 :1. Due to the nature of the hedge items risk, this will be possible by either designating a proportion of the hedge instrument or the hedge notional value being equal or lower of the hedge items notional value. The main score of ineffectiveness arises from the timing of the delivery of the vessels. The delivery of the vessels will expose the Group to several market risks, related to foreign currency risks and interest rate risk. The fair value adjustment of the derivatives is recognised in other comprehensive income until the hedged items are realised. The table below shows the movement in the reserve for cash flow for hedging, listed by the hedged risk. EUR’000 2023 2022 Fair Value change of Cash flow hedges Cumulative fair value change at 1 January 1,343 — Fair value adjustment at year-end, net (18,505) 905 Interest recycled at year-end, net (776) 438 Time value adjustment at year-end, net (3,621) — Cumulative fair value change at 31 December (21,559) 1,343 The fair value of cash flow hedges at 31 December can be specified as follows: Interest rate risk hedging (11,790) 3,163 Foreign currency risk hedging (6,148) (1,820) Foreign currency risk hedging - time value (3,621) — Cumulative fair value change at 31 December (21,559) 1,343 Interest rate risk In 2022 the Group entered into a Senior Secured Green EURIBOR based revolving credit facility (RCF) with a 0 bps floor which led the Group to be exposed to changes in the 3M EURIBOR rate with respect of their current funding. Further the group obtained an indicative term sheet for the financing of the P-class vessels acquired from COSCO SHIPPING Heavy Industry and planned to be delivered in the period of 2024 to 2025. The group intended to enter these loans as the main source of future funding and considered the risk of changes to EURIBOR based interest payments in 2022 and coming years. On 5 October 2022, the Group entered into interest rate swap contracts with DNB which relate to the Debt Facility and future loans thereunder. The interest rate risk arising from the loans under the Debt Facility have been swapped from 3-month EURIBOR to a fixed rate until 5 October 2027. The average fixed rate of the swaps is 2.81% (2022: 2.82% ). Such interest rate swap contracts have been replaced by new contracts in connection with the New Debt Facility. In connection with the Business Combination, on 7 December 2023 the Group entered into the New Debt Facility, a new senior secured credit and guarantee facility of up to EUR 550 million. The New Debt Facility has similar terms and conditions as the Debt Facility. Further, on 23 December 2023, the Group entered into a Sinosure-backed green term loan facility (EUR 425 million). The Group entered these loans as the main source to finance the purchase of the P-Class newbuilds. The Group entered into interest rate swap contracts with the Group’s main bank and related these to the New Debt Facility and the future loans. The interest rate risk arising from the loans have been partially swapped from 3M EURIBOR to a fixed rate. The new credit facilities expand the exposure of the Group to changes in the 3M EURIBOR rate. The economic relationship is established as a match of critical terms between the hedge item and hedge instrument. The group has assessed the following terms when entered into the hedge relationship: – Instalments on the facilities. – Payment date of interest and instalment. – Timing difference in the maturity of the hedge item and hedge instrument. The expected causes of hedging ineffectiveness relate to: – Changes to the expected date of delivery of the vessels. – 3M EURIBOR rate falling below 0% . The below table shows the profile of the nominal amount of the interest rate swaps and the fair values. Less than 1 Between 1 Between 2 Fair value EUR’000 Notional amount EUR’000 year and 2 years and 5 years Asset Liability 2023 Interest rate Swap – EURIBOR 3M — — 555,000 — (11,790) 2022 Interest rate Swap – EURIBOR 3M — — 469,375 3,451 (288) More details can be found in Note 26 with regards of the current debt facilities of the Group related to the interest rate swaps. EUR’000 2023 2022 Movements in the hedging reserve Beginning of year 3,163 — Fair value adjustment for the year (14,177) 2,725 Interest recycled for the year (776) 438 End of year (11,790) 3,163 Foreign currency risk hedging In 2021, the Group entered into a binding contract for the construction of two P-class vessels from COSCO. The contracts are partly settled in USD. USD payments will be due in 2024 and 2025. The currency exposure arising from the contracts has been swapped to EUR at the Company’s banks at an average USD:EUR rate of 0.9187 for both 2023 and 2022. In 2022, the Company signed additional contracts with COSCO SHIPPING Heavy Industry to build a total of two new A-class foundation installation vessel. The Company is exposed to change in foreign exchange currency risk on their contractual obligation to acquire the A-class vessels due to the last instalment being in USD. The last instalment shall be payable upon delivery of the vessel. The exposure to the variability in the future currency rate has been hedged by entering into six zero cost collar contracts with DNB, securing an average USD:EUR rate of between 0.8695 and 0.9466 for USD 300 million of notional amount, bringing the total coverage to USD 500 million. As of 31 December 2023, the total coverage effectively mitigates around 50% of its foreign exchange risk for the upcoming USD instalments for the new P- and A-class vessels contracts. The economic relationship is established as a match of critical terms between the hedge item and hedge instrument. The Group has assessed the following terms when entered the hedge relationship: – Payment date of instalment in foreign currency. – Maturity of the hedged item and hedged instruments (forward contract and option collars). The expected causes of hedging ineffectiveness relate to changes to the expected date of delivery of the vessel. The below table shows the profile of the nominal amount of the foreign currency forward contracts and option collars and the fair values. Less than 1 Between 1 Between 2 Fair value EUR’000 Notional amount USD’000 year and 2 years and 5 years Asset Liability 2023 FX forward contracts 150,000 50,000 — — (5,338) Option collars — 250,000 50,000 — (4,431) 2022 FX forward contracts — 200,000 — — (1,820) Option collars — — — — — EUR’000 2023 2022 Movements in the hedging reserve Beginning of year (1,820) — Fair value adjustment for the year - FX forward contracts (3,518) (1,820) Fair value adjustment for the year - Option collars (810) — Time value adjustment for the year (3,621) — End of year (9,769) (1,820) |
Financial Liabilities_ Interest
Financial Liabilities: Interest-bearing Loans and Borrowings | 12 Months Ended |
Dec. 31, 2023 | |
Financial Liabilities: Interest-bearing Loans and Borrowings | |
Financial Liabilities: Interest-bearing Loans and Borrowings | Note 26 Financial Liabilities: Interest-bearing Loans and Borrowings New Debt Facility – replacing the RCF On 29 June 2022 the Company entered into a Senior Secured Green Revolving Credit Facility (“RCF”) of a 3-year term loan of EUR 185 million with DNB Bank ASA. The RCF consists of (i) a three-year non-amortizing term loan of EUR 150 million, in addition to voluntary prepayments in whole or any part of the loan, at any time, the loan will be repayable in a balloon payment of EUR 150 million, and (ii) a guarantee facility of up to EUR 35 million. On 4 July 2022 the Company utilised EUR 115 million from the total EUR 150 million available from the RCF. With these funds the Group repaid in full the outstanding amounts, related to the term loan EUR 55 million and overdraft facility EUR 25 million from DNB Bank ASA and SpareBank 1 SR-Bank signed on 4 November 2020. At that time, the new RCF added about EUR 70 million in liquidity. The RCF bears interest at 3-month or 6-month EURIBOR + the Applicable Margin, and subject to a green loan margin discount as long as the Company is in compliance with certain green asset criteria such as earmarked investments in green assets. The Group is currently in compliance with this green criteria and are expected to remain compliant for the duration of the facility. The full repayment of a senior debt facility generated a finance cost for the write-off of borrowing costs of approximately EUR 810,000 in July 2022.Due to a confidentiality agreement, the applicable margin cannot be disclosed. In June 2023, the Debt Facility was amended to increase the guarantee facility to EUR 60 million and to increase the committed revolving credit facility to EUR 250 million, resulting in an increase of the aggregate Debt Facility to EUR 310 million. The above was refinanced and the Group entered into the new RCF, as explained below. In connection with the Business Combination, the Company on 7 December 2023 entered into a new senior secured credit and guarantee facilities of up to EUR 550 million providing for (i) a revolving credit facility of up to EUR 250 million ( 5 year tenor), (ii) a revolving credit facility of up to EUR 100 million ( 18 months tenor), (iii) a term loan of up to EUR 100 million ( 8.5 year tenor) guaranteed by The Danish Export and Investment Fund of Denmark (EIFO) and (iv) an uncommitted guarantee facility of up to EUR 100 million (the “New Debt Facility”). The New Debt Facility has similar terms and conditions as the existing Debt Facility. The change of control provisions are similar to those included in the P-Class Facility (as described below). The Company has utilised EUR 162 million from the total EUR 450 million available from the RCF. With these funds the Group repaid the outstanding amounts of Eneti’s previous Credit Facility, which amounted to USD 59.4 million (of which Eneti repaid USD 12.6 million in October 2023 from the proceeds from the sale of Seajacks Hydra, Seajacks Leviathan and the Seajacks Kraken). In addition, the Group has repaid the amounts under its own Debt Facility amounting to EUR 115 million. The full repayment of the senior debt facility generated a finance cost for the write off of borrowing costs of approximately EUR 1.8 million thousand in 2023. By the end of the reporting period, EUR 288 million remains unutilised from the RCF. Holdco Facility (EUR 5O million) On 15 November 2023, the Group entered into an unsecured Holdco Facility in an aggregate amount of EUR 50 million (tenor of five years ) with HSBC. The financing includes a non-committed accordion option of up to EUR 50 million. The purpose of the Holdco Facility is, among others, partial funding of the wind installation activities of the Group and general corporate purposes. The facility includes customary financial and other covenants. M-Class Facility (USD 436 million) In connection with the Business Combination, the Group acquired a senior secured green term loan facility, which Eneti entered in November 2023, of up to USD 436 million (the “New Credit Facility”) with a group of international banks and export credit agencies co-arranged and co-underwritten by Crédit Agricole Corporate and Investment Bank and Société Générale, and with Société Générale as Green Loan Coordinator. The New Credit Facility finances approximately 65% of the purchase cost of the M-Class newbuilding, with the remaining 35% to be funded either by obtaining additional bank financing or through available operational cash reserves. The maturity date of the New Credit Facility in relation to each vessel is 12 years from the delivery date of each vessel. The New Credit Facility bears interest at a blended margin of SOFR plus 2.36% per annum (exclusive of premiums payable to K-SURE and Eksfin). However, the terms of the New Credit Facility provided that completion of the Business Combination would not trigger a change of control provision with regard to cancellation and prepayment of the New Credit Facility. P-Class Facility (USD 425 million) Further, Cadeler A/S and two of its subsidiaries, WIND N1064 Limited and WIND N1063 Limited, entered into a Sinosure-backed green term loan facility of up to EUR 425 million ( 12 year tenor) (the “P-Class Facility”) in December 2023 to finance the purchase of P-Class newbuilds. The funds under the P-Class Facility have been borrowed by WIND N1064 Limited and WIND N1063 Limited (the future owners of the P-Class newbuilds) and may not be reborrowed once repaid. Further financing will be required from 2025 in connection with milestone payments for the A-Class New Builds. The Cadeler Group’s management expects to require approximately EUR 450 million of additional funding for the A-Class New Builds. Cadeler currently has a letter of intent in place for the order of one additional A-Class New Build. There can be no guarantee that the financing of such new builds and any future upgrades can be obtained on attractive terms or at all. Covenants The Group is in compliance with all covenants in the New Debt Facility (RCF): - Minimum Free Liquidity: Freely available cash and cash equivalents at of i) the higher of EUR 35.000.000 or 5% of gross interest bearing debt, if the ratio of forward-looking contract cash flow to net interest bearing debt are above 50% or ii) EUR 50,000,000 or an amount equal to 7.5% of the gross interest bearing debt at all other times. - Equity Ratio: The ratio of book equity to total assets at all times to be minimum 35% . - Working capital: the working capital shall be higher than zero ( 0 ). - Fair market value of vessels: The fair market value of the vessels shall at all times cover at least 150% of the gross interest bearing debt following the redelivery of the O-Class vessels. - Contracted cash flows: If at any reported quarter the aggregated loans exceed 80% the forward-looking expected cash revenues from legally binding contracts, the Contracted Cash Flows, the Borrower shall prepay the exceeding part of the Loans within five (5) Business Days. - Utilisation of RCF’s Facility under New Debt Facility must be above the outstanding on ECA Term Loan tranche. Further, the Group is in compliance with some additional covenants specified in the Holdco Facility: - Fair market value of vessels: The fair market value of the vessels shall at all times cover at least 140% of the gross interest bearing debt. - Debt service coverage ratio: Cash flow available for debt service (including available liquidity covering cash, cash equivalent and undrawn New Debt Facility) at the Parent Company must be above Debt service cash flow related to the Holdco Facility (2:1). As of the reported date, the P-Class and M-Class facilities remain unutilised. Given their non-utilisation, no assessment of compliance with associated covenants has been necessary up to this point. These covenants, if applicable, will require assessment upon utilisation of the facilities and contain customary financial and other covenants, including certain change of control provisions, similar to those disclosed for the utilised facilities. Additionally, the Group is in compliance with below requirements: Restriction on dividends: the Company is not permitted to pay any dividends or other distributions without DNB Bank ASA’s written consent. For the New Debt Facility, dividends and distributions should not exceed 50% of the consolidated net profit for the respective year. Further, in the Holdco Facility, the Company is not allowed to any distributions before the delivery of the P-Class, A-Class and M-Class. Change of control: If any person or group of persons (other than Swire Pacific or the BW Group) acting in concert directly or indirectly gains control of 25% or more of the voting and/or ordinary shares of the Borrower, the Agent (acting on instructions from the majority lenders) may by written notice of sixty ( 60 ) days cancel the total commitments and demand prepayment of all amounts outstanding under the facilities. As of 31 December 2023 Committed (EUR millions) 1 Related derivatives contracts IRS nominal Interest rate Maturity Utilised Unused Average IRS rate (EUR millions) Secured New Debt Facility (RCF) 3 months EURIBOR + 2.4% 2031 162 288 2.7% 150 New Debt Facility - Guarantee 0.80% - 1.20% 2026 45 55 Total New Debt Facility 207 343 P-Class Facility 3 months EURIBOR + ( 0.90% - 2.4% ) 2035 425 3.0% 203 M-Class Facility (USD 436 million) SOFR + 2.4% 2035 394 Unsecured HoldCo Facility 3 months EURIBOR + 4% 2028 50 — Total (excluding Guarantee facility) 212 1,107 1 As of 31 December 2022, Debt Facility (RCF) amounted to EUR 150 million of which EUR 115 million were utilised. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | Note 27 Related Party Transactions Group’s Related Party Transactions Members of the Cadeler Board, Cadeler’s executive management and Cadeler’s major shareholder, BW Altor Pte. Ltd. (“BW Altor”), are considered related parties as they are either members of the Cadeler Board or executive management of Cadeler or exercise significant influence over Cadeler and the Cadeler Group’s operations. For the financial years 2022 and 2021, Swire Pacific Limited (“Swire Pacific”) was considered a related party given its ownership of more than 5% in Cadeler, but for accounting purposes, with effect from 1 January 2023, Swire Pacific is no longer considered a related party under IFRS due to its reduced ownership percentage and the fact that it is no longer represented on the Cadeler Board. In addition, Scorpio Holdings Limited (“Scorpio Holdings”) is considered a related party given its current ownership of more than 5% in Cadeler. Related parties also include such persons’ close family members, undertakings in which such persons have significant interests as well as other affiliates. As of December 2023, BW Altor owns 19.57% of the Cadeler shares, Scorpio Holdings Limited owns 12.09% of the Cadeler shares and Swire Pacific owns 8.51% of the Cadeler Shares. For the financial years ended 31 December 2023, 2022 and 2021, there were no material transactions between Cadeler or any company of the Cadeler Group and BW Altor, Scorpio Holdings and/or Swire Pacific (or their respective affiliates) other than the transactions described below. Share lending agreement with BW Altor In October 2022, Cadeler entered into a share lending agreement with BW Altor as the share lender for the purpose of facilitating delivery versus payment settlement of the Cadeler’s shares to be delivered to investors in connection with a private placement that took place in October 2022. As compensation for such share lending, BW Altor received a customary fee paid by Cadeler until the Cadeler Shares were redelivered and admitted to trading on the OSE. The amount paid to BW Altor pursuant to such share lending agreement amounted to EUR 85,000 . Guarantees provided by BW Group BW Group has provided COSCO with four guarantees in respect of the sums payable by Cadeler in accordance with the contract for the construction of certain newbuilt P-class and A-Class WTIVs in 2021, 2022 and 2023. Under this guarantee arrangement, certain fees are payable by the Group to BW Group until the guarantees are discharged in full. Bunker supply from Hafnia Pools (affiliate of BW Group) In April 2022, Hafnia Pools Pte Ltd, which is an affiliate of BW Group, and Cadeler entered into a service level agreement pursuant to which Hafnia Pools Pte Ltd agreed to supply marine bunker oil and related products to Cadeler’s vessels in the port of Rotterdam and other ports in the Rotterdam area at market rates. The agreement includes standard terms and conditions, including related to late payments, termination, a cap on the liability of Hafnia Pools Pte Ltd and indemnification for third-party claims raised by suppliers of the fuel against Hafnia Pools Pte Ltd. Performance guarantees issued by Swire Offshore Holdings Group During the course of 2020, Swire Pacific Offshore Holdings Limited, through its subsidiary Swire Pacific Offshore Operations Pte. Ltd., issued four performance guarantees and four bank guarantees in favour of the Cadeler Group’s customers as security for performance of the Cadeler Group’s obligations under its customers’ contracts. These guarantees covered a period up until April 2022. Following the sale of Swire Pacific Offshore Holdings Limited by Swire Pacific in April 2022, Swire Pacific Offshore Holdings Limited is no longer considered to be a related party as it is no longer controlled by a significant shareholder of Cadeler, and the Cadeler Group put new performance guarantees in place. In connection with the guarantees provided by Swire Pacific Offshore Holdings Limited, Cadeler entered into a deed of recourse with Swire Pacific Offshore Operations Pte Ltd., which has since terminated, pursuant to which: ● Cadeler had an obligation to indemnify Swire Pacific Offshore Operations Pte Ltd. for any liabilities incurred by Swire Pacific Offshore Operations Pte Ltd. in performing its obligations under the performance guarantees or in respect of any payments made under the bank guarantees; and ● Cadeler had an obligation to pay Swire Pacific Offshore Operations Pte Ltd. an arm’s length fee for each guarantee issued and procured respectively by Swire Pacific Offshore Operations Pte Ltd. in favour of Cadeler’s customers. Crewing agreement In 2014, Cadeler entered into a crewing agreement with Swire Pacific Ship Management LTD(Singapore branch) (“SPSM”), which at that time was a related company to Swire Pacific Offshore Operations Pte Ltd, Cadeler’s sole shareholder at that time. Pursuant to this agreement, SPSM agreed to provide a crew for Cadeler’s two vessels in accordance with the standard terms set out in a BIMCO crewman agreement. The crew management fee was 2% of the monthly manning costs, and severance costs amounted to USD 20,000 . This agreement was subsequently terminated in November 2021 when Cadeler decided to employ its own crew directly. As part of the termination agreement, the parties agreed that the termination is without prejudice to any claims, liabilities or obligations that may have accrued prior to the date of termination. The expenses set out in the table below with respect to this crewing agreement for the financial year ended 31 December 2021 related to the period prior to the effective date of such termination. Transitional Service Agreement entered into in connection with Cadeler’s listing on the OSE In October 2020, Cadeler entered into a transitional service agreement with Swire Pacific Offshore Operations Pte Ltd regarding services to be rendered to Cadeler during a transitional period following the initial public offering and admission to trading of the Cadeler shares on the OSE. Such services included, inter alia, assistance with financial reporting, tax, insurance, internal audit, IT, HR, procurement, technical and HSEQ support and services. The term of the agreement was limited to one year and could be terminated by either party at any time with three months’ prior written notice. The agreement terminated in accordance with its terms in October 2021. Training courses provided by BW Maritime BW Maritime has provided training courses for Cadeler’s onshore staff and traveling costs reimbursements for board members Administrative support provided by Scorpio Services Holding The Group, due to the business combination with Eneti, holds an agreement with Scorpio Services Holding (“SSH”) for the provision of administrative staff, office space and accounting, legal compliance, financial and information technology services for which it is due to reimburse to SSH the direct and indirect expenses incurred while providing such services. Ultramax and Kamsarmax pools Through the business combination the Company acquired receivables positions from Eneti transactions to Scorpio Group related parties for commercial management services. These services involved securing employment for Eneti’s drybulk vessels in the spot market or on time charters. Please refer to the table under Scorpio Ultramax Pool and the Scorpio Kamsarmax Pool for details. The pools are owned by Scorpio Holdings which is considered a related party. The following significant transactions took place between the Company and related parties within the BW Group and Swire Pacific Offshore Holdings Group at terms agreed between the parties: EUR’000 2023 2022 2021 Sales and purchases of goods and services Costs related to guarantees fees to BW Group Limited (7,576) (5,307) (1,853) Costs related to bunker supply to Hafnia Pools Pte Ltd (Member of BW Group) (1,597) (2,537) — Cost related to training courses to BW Maritime Pte. Ltd (26) — — Cost related to administrative expenses to Scorpio Services Holding (17) — — Cost related to share lending fees to BW Altor Pte. Ltd. — (85) — Cost related to travel expenses for board meetings to BW Maritime Pte. Ltd — (3) — Costs related to performance guarantees to Swire Pacific Offshore Holdings Group — (157) (684) Crew hire expenses paid to the Swire Pacific Offshore Holdings Group — (115) (11,461) Receivables from Scorpio Kamsarmax Pools at reported period 136 — — Receivables from Ultramax Pools at reported period 456 — — Payables to Hafnia Pools Pte Ltd at reported period — 1 — Management fees paid to the Swire Pacific Offshore Holdings Group — — (197) Payables to Swire Pacific Offshore Holdings Group at reported period — — 63 EUR’000 2023 2022 2021 Payables to Scorpio Commercial Management at reported period 4 — — Payables to Scorpio Service Management at reported period 6 — — Payables to Scorpio Services Holding at reported period 141 — — Payables to Scorpio UK at reported period 1 — — Payables to BW Altor Pte. Ltd. at reported period — 85 — Payables to BW Maritime Pte. Ltd at reported period 10 3 — Related party transactions over the reported period are primarily linked to guarantee fees issued by the BW Group Limited, bunker supply by Hafnia Pools (member of the BW Group), costs related to training expenses by the BW Maritime and administrative expenses to Scorpio Services Holding. In addition, Cadeler has not had significant transactions with the members of the Cadeler Board and the executive management apart from remuneration and expenses. Cadeler has not provided or granted any loans or guarantees to its directors or executive management. For information on remuneration paid to members of the Cadeler Board and executive management, refer to Note 9. |
Group Information
Group Information | 12 Months Ended |
Dec. 31, 2023 | |
Group Information | |
Group Information | Note 28 Group Information The consolidated financial statements of the Group include the following subsidiaries, which are fully owned by the Parent Company: Entities Country Vessel owning entities Wind Orca Ltd Cyprus Wind Osprey Ltd Cyprus Wind N1063 Ltd Cyprus Wind N1064 Ltd Cyprus Seajacks 1 Ltd UK Seajacks 4 Ltd UK Seajacks 5 Ltd UK Seajacks 3 Japan LLC Japan Trading and Operations Seajacks UK Ltd UK Seajacks UK Ltd Taiwan Branch Taiwan Entities Country Seajacks US Inc. USA Seajacks Merman Marine Ltd Bermuda Seajacks Crewing Services Ltd UK Seajacks Japan LLC Japan Investment holding entities Wind MI Ltd Marshall Islands Eneti (Bermuda) Ltd Bermuda Atlantis Investorco Ltd UK Investment holding entities (continuation) Atlantis Equityco Ltd UK Atlantis Midco Ltd UK Seajacks International Ltd UK Dormant entities Seajacks 2 Ltd UK Seajacks 3 Ltd UK Scorpio SALT LLC USA Bulk Run-Off Company Ltd Marshall Islands Crawford Path LLC Delaware Windpower Alpha Ltd Marshall Islands Windpower Bravo Ltd Marshall Islands Seajacks 7 Limited UK Seajacks 8 Limited UK SBI Achilles Shipping Company Ltd Marshall Islands SBI Antares Shipping Company Ltd Marshall Islands SBI Apollo Shipping Company Ltd Marshall Islands SBI Aries Shipping Company Ltd Marshall Islands SBI Athena Shipping Company Ltd Marshall Islands SBI Bolero Shipping Company Ltd Marshall Islands SBI Bravo Shipping Company Ltd Marshall Islands SBI Capoeira Shipping Company Ltd Marshall Islands SBI Carioca Shipping Company Ltd Marshall Islands SBI Chartering and Trading Ltd Marshall Islands SBI Conga Shipping Company Ltd Marshall Islands SBI Cougar Shipping Company Ltd Marshall Islands SBI Cronos Shipping Company Ltd Marshall Islands SBI Echo Shipping Company Ltd Marshall Islands SBI Gemini Shipping Company Ltd Marshall Islands SBI Hera Shipping Company Ltd Marshall Islands SBI Hercules Shipping Company Ltd Marshall Islands SBI Hermes Shipping Company Ltd Marshall Islands SBI Hydra Shipping Company Ltd Marshall Islands SBI Hyperion Shipping Company Ltd Marshall Islands SBI Jaguar Shipping Company Ltd Marshall Islands SBI Jive Shipping Company Ltd Marshall Islands SBI Lambada Shipping Company Ltd Marshall Islands SBI Leo Shipping Company Ltd Marshall Islands SBI Libra Shipping Company Ltd Marshall Islands SBI Lynx Shipping Company Ltd Marshall Islands SBI Lyra Shipping Company Ltd Marshall Islands SBI Macarena Shipping Company Ltd Marshall Islands SBI Maia Shipping Company Ltd Marshall Islands SBI Mazurka Shipping Company Ltd Marshall Islands Entities Country SBI Orion Shipping Company Ltd Marshall Islands SBI Parapara Shipping Company Ltd Marshall Islands SBI Pegasus Shipping Company Ltd Marshall Islands SBI Perseus Shipping Company Ltd Marshall Islands SBI Phoebe Shipping Company Ltd Marshall Islands SBI Phoenix Shipping Company Ltd Marshall Islands SBI Pisces Shipping Company Ltd Marshall Islands SBI Poseidon Shipping Company Ltd Marshall Islands SBI Reggae Shipping Company Ltd Marshall Islands SBI Rock Shipping Company Ltd Marshall Islands SBI Rumba Shipping Company Ltd Marshall Islands SBI Samba Shipping Company Ltd Marshall Islands SBI Samson Shipping Company Ltd Marshall Islands SBI Sousta Shipping Company Ltd Marshall Islands SBI Subaru Shipping Company Ltd Marshall Islands SBI Swing Shipping Company Ltd Marshall Islands SBI Tango Shipping Company Ltd Marshall Islands SBI Taurus Shipping Company Ltd Marshall Islands SBI Tethys Shipping Company Ltd Marshall Islands SBI Thalia Shipping Company Ltd Marshall Islands SBI Ursa Shipping Company Ltd Marshall Islands SBI Virgo Shipping Company Ltd Marshall Islands SBI Zeus Shipping Company Ltd Marshall Islands SBI Zumba Shipping Company Ltd Marshall Islands |
Events After Reporting Period
Events After Reporting Period | 12 Months Ended |
Dec. 31, 2023 | |
Events After Reporting Period | |
Events After Reporting Period | Note 29 Events After Reporting Period Increased funding commitment On 7 February 2024, the Group has secured additional capital, increasing the Holdco Facility from EUR 50 million to EUR 80 million. The purpose of the Holdco Facility is, among others, partial funding of the wind installation activities of the Group and general corporate purposes. Private placement The Company conducted a successful private placement, which was completed on 15 February 2024, resulting in the issuance of 39.5 million shares at a price of NOK 44.50 per share. Overall, the Company raised approximately EUR 154 million (USD 166 million) before transaction costs. The proceeds from the private placement will fund two main objectives. Firstly, they will fully finance the equity portion of Cadeler’s planned third A-Class Wind Foundation Installation Vessel newbuild, accounting for approximately 35% of its total expected vessel cost. Secondly, the funds will be allocated towards acquiring mission equipment and building working capital. This will enable Cadeler to capitalise on selected near-term commercial opportunities, including utilising turbine installation vessels for T&I foundation scopes, accelerating the realisation of commercial synergies, and seizing other opportunities resulting from supply chain bottlenecks and project delays in the coming years. Increased funding utilisation On 22 March 2024, the Group utilised EUR 50 million of the EUR 100 million term loan available from the New Debt Facility, as the Wind Orca main crane upgrade nears completion. Additionally, the Group is in the process of requesting the utilisation of the remaining EUR 50 million. This utilisation is related to the Wind Osprey main crane upgrade, also in its final stages. |
Authorisation of Financial Stat
Authorisation of Financial Statements | 12 Months Ended |
Dec. 31, 2023 | |
Authorisation of Financial Statements | |
Authorisation of Financial Statements | Note 30 Authorisation of Financial Statements These financial statements were authorised for issue in accordance with a resolution of the Board of Directors and Executive Management of Cadeler A/S on 26 March 2024 and will be recommend for approval by the shareholders of the Company at the annual general meeting to be held on 23 April 2024. |
Material Accounting Policies _2
Material Accounting Policies Information (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Material Accounting Policies Information | |
Basis of preparation | 2.1. Basis for preparation The consolidated financial statements included in this Annual Report have been prepared in accordance with IFRS Accounting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as endorsed by the EU and further requirements in the Danish Financial Statements Act. The preparation of these consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Company’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. Areas involving a higher degree of judgement or complexity, or areas where estimates and assumptions are significant to the consolidated financial statements are further described in note 2.26. The consolidated financial statements are presented in euros and all values are rounded to the nearest thousands, except when otherwise indicated. The accounting policies set out in the notes have been applied consistently in the preparation of the consolidated financial statement for all the years presented unless stated otherwise below. Going concern assessment The Company’s Board of Directors and Executive Directors have at the time of approving the consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Group continues to adopt the going concern basis of accounting in preparing the consolidated financial statements. Principles of consolidation The consolidated financial statements include the parent company, Cadeler A/S, and all enterprises over which the parent company has control. Control of an enterprise exists when the Company has exposure, or rights to, variable returns from its involvement with the enterprise and has the ability to control those returns through its power over the enterprise. Accordingly, the consolidated financial statements of the Group are composed of the Financial Statements of the Company Cadeler A/S and its subsidiaries (which are fully owned by the Parent Company, Cadeler A/S). All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between group enterprises are eliminated in full on consolidation. Subsidiaries apply accounting policies in line with the Company’s accounting policies. When necessary, adjustments are made to bring the entities’ accounting policies in line with those of the Company. European Single Electronic Format (ESEF) As a group with securities listed on a regulated market within the EEA, Cadeler A/S is required to prepare its official Annual Report in the XHTML format and to tag the main consolidated financial statements using inline eXtensible Business Reporting Language (iXBRL) applying a specific ESEF taxonomy. The annual report submitted to the Danish Financial Supervisory Authority consists of the XHTML document together with required technical files, all included in a ZIP file named cadeler-2023-12-31-en.zip . As such, the Annual Report is therefore both human- and machine-readable. A separate assurance report on the iXBRL tagging of the consolidated financial statements is issued by Cadeler’s independent auditors and included on page 201. For general use, a PDF version of the Annual Report is published in line with previous years. |
Changes in accounting policies and disclosures | 2.2. Changes in accounting policies and disclosures The Group has adopted standards and interpretations effective as of 1 January 2023. Adoption of new and amended standards and interpretations had no impact on the consolidated financial statements. IASB has issued a number of new or amended accounting standards (IFRS) and interpretations (IFRIC), such as IAS 12 amendments International Tax Reform, Pillar Two Models Rules. The Group has assessed these accounting standards and interpretations, and does not anticipate the new standards to have any material impact on either the group’s figures or disclosures in 2024. The Group has not early adopted any other standard, interpretation or amendments that have been issued but are not yet effective. The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are not expected to have a material impact on the Group. |
Revenue recognition | 2.3. Revenue recognition When accounting for revenue recognition, an assessment is performed on a contract-by-contract basis at contract inception. Overall, the Group’s contracts with customers comprise: ● Revenue from time charter contracts and time charter related activities (referred to as time charter revenue) and ● Revenue from transportation and installation (referred to as transportation and installation revenue stream). The Group’s accounting policies for each revenue stream are disclosed below. 2.3.1. Time charter revenue The Group recognises time charter revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the Group expects to receive in exchange for those goods or services. Revenue from time charter contracts is generated from two distinct activities: 1) leasing of vessels and 2) provision of services within wind farming projects, e.g. catering and accommodation, mobilisation and demobilisation. As such, a time charter contract consists of a leasing component (the element relating to hire of the vessel) and a service component. The service component is within the scope of IFRS 15, while the leasing component is within the scope of IFRS 16. Refer to Note 2.13 on accounting policy for leases. 2.3.1.1 Leasing of vessels The leasing component is recognised as revenue over time over the charter period. Payments from customers for the bareboat hire element are recognised over time in accordance with the length of the customer contract. Prepayments from customers for the leasing component are recognised as deferred charter hire income. Refer to Note 2 2.18 for accounting policy on deferred charter hire income. 2.3.1.2 Provision of services within wind farming projects, e.g. catering and accommodation, mobilisation and demobilisation To determine revenue recognition for the service component of the time charter arrangements, the Group performs, in line with the requirements of IFRS 15, the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognise revenue when (or as) the entity satisfies a performance obligation. Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. At contract inception, once the service component within the time charter contract is determined to be within the scope of IFRS 15, the Group assesses the goods and services promised within each contract and identifies as a performance obligation each good or service that is distinct. Revenue is recognised in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In respect of time charter service components, the main promises to the customers generally include catering and accommodation, mobilisation, demobilisation and bunker services. While the contracts contain several promises, these are usually considered highly interdependent and highly interrelated and as such considered as one single performance obligation recognised over time applying a relevant measure of progress. Assessment hereof is performed on a contract-by-contract basis. Prepayments from customers for which the service component has yet to be provided are recognised as deferred income. Revenue is recognised as the service is being provided, being over the term of the related time charter contract. The Group recognise deferred contract costs for upfront costs of fulfilling a contract. 2.3.2. Time charter related activities 2.3.2.1 Bunker services The Group is sometimes providing bunker services to help the customers ensure that sufficient bunker is available to operate the vessels at the right time and in the right quality and quantity. As such, for certain projects the Group provides bunker procurement services and assumes responsibility for the logistics and handling of procured bunker. Management’s assessment of whether a principal or agent relationship exists is based upon whether the Group has the ability to control the goods before they are transferred to the customer. This assessment is performed on a contract-by-contract basis at contract inception and takes into account various factors such as whether the Group takes legal title of the bunker and has the ability to direct the use of the bunker. 2.3.2.2 Variable consideration related to time charter related activities Variable consideration, for example in respect of weather days and extension of time, is constrained at contract inception to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. 2.3.3. Transportation & Installation (T&I) revenue Revenue from T&I consist of installation and transportation of offshore wind turbine foundations, including activities such as heavy lifting operations, decommissioning and planning and engineering. Revenue from T&I contracts is generated from two distinct activities: 1) leasing of vessels and 2) T&I service components. As such, those contracts consist of a leasing component (the element relating to hire of the vessel) and a service component. The service component is within the scope of IFRS 15, while the leasing component is within the scope of IFRS 16, as described above. To determine revenue recognition for T&I service components, the Group performs in line with the requirements of IFRS 15 the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognise revenue when (or as) the entity satisfies a performance obligation. Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. At contract inception, once the T&I contract is determined to be within the scope of IFRS 15, the Group assesses the goods and services promised within each contract and identifies as a performance obligation each good or service that is distinct. Revenue is recognised in the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. In respect of T&I service components, the following main promises apply: ● Planning and engineering, ● Transport of monopiles and secondary steel from supply port to feeder port, ● Installation of monopiles and secondary steel offshore, ● Storage and handling at feeder port, ● Warranty While the contracts contain several distinct promises, these are considered less interdependent and interrelated and as such considered multiple performance obligation. Assessment hereof is performed on a contract-by-contract basis. Revenue is recognised over time as the service is being provided using a cost-to-cost method or straight-line recognition, depending on what better depicts the progress of each separate performance obligation. Prepayments from customers for which the service component has yet to be provided are recognised as deferred income and recognised as revenue over the period during which the services are performed. The Group recognise deferred contract costs for upfront costs of fulfilling a contract. 2.3.3.1 Planning and engineering The Group provides planning and engineering services to the customer. Such revenue is recognised over time is based upon percentage-of-completion whereby total costs incurred to date are compared with total forecast costs at completion of the planning and engineering services. 2.3.3.3 Transportation of monopiles and secondary steel from supply port to feeder port The Group is engaged with transportation of monopiles and secondary steel from supply port to feeder port. Such revenue is recognised over time based upon percentage-of-completion whereby total time spend on transportation is compared with total forecast time at completion of the transportation. 2.3.3.3 Storage and handling at feeder port The Group has been tasked with the storage and handling of the material used in the installation. Such revenue is recognised over time is based upon percentage-of-completion whereby total time spend on storage is compared with total forecast time at completion of the storage. 2.3.3.4 Installation of monopiles and secondary steel offshore The Group has been tasked with the installation of the monopiles and secondary steel offshore. Such revenue is recognised over time based upon percentage-of-completion whereby total costs incurred to date are compared with total forecast costs at completion of the planning and engineering services. 2.3.3.5 Warranty obligations The Group provides warranties for the repair of defects which are identified during the contract and within a defined period thereafter. All are assurance-type warranties, as de-fined within IFRS 15, which the Group recognises under IAS 37. The Group does not have any contractual obligations for service-type warranties. 2.3.3.6 Variable consideration related to installation and transportation activities Variable consideration, for example in respect of steel prices, bunker prices etc., is constrained at contract inception to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. |
Cost of sales and administrative expenses | 2.4. Cost of sales and administrative expenses Cost of sales consists of expenses directly attributable to the Group’s core activities, including seafarers payroll, vessel depreciation, and the operation and maintenance of vessels. Administrative expenses, which include administrative staff costs, share-based compensation, management costs, office expenses, business combination transaction costs and other administration related expenses, are expensed as they are incurred |
Other operating income and expenses | 2.5. Other operating income and expenses Other operating income and expenses, include transactions not related to the operations of the Group, like, gains and losses on sale of non-current assets, and is generally recognised when it is probable that the benefits and losses associated with the transaction will flow to the Company and if the significant risks and rewards have been transferred to the buyer (generally when the transaction is finalised). |
Business combinations and Goodwill | 2.6. Business combinations and Goodwill 2.6.1. Business combinations Acquired businesses are recognised using the acquisition method. Assets, liabilities, and contingent liabilities of the acquired businesses are measured at fair value at the acquisition date. The fair values of vessels included in property, plant and equipment are determined using broker valuations. The fair values of other assets and liabilities are valued using the approach assessed to be most relevant for the individual item, which can be either a market approach, an income approach, a cost approach or a combination of methods. The purchase price comprises the fair value of the consideration payable/receivable. This includes the fair value of the consideration already paid/received including the shares issued, deferred consideration and contingent consideration. The purchase price is allocated to the identified assets, liabilities and contingent liabilities (net assets) based on their fair values at the acquisition date and any excess of the purchase price over the net assets is recognised in the balance sheet as goodwill within intangible assets. In the event the purchase price is lower than the net assets, the difference is recognised in the income statement (a gain from a bargain purchase). 2.6.2. Goodwill Goodwill arises from business combinations and is determined as the excess of the purchase price over the fair value of the net assets acquired, including contingent liabilities. Goodwill is allocated to the cash generating unit as determined by Management. Goodwill is not amortised but is tested for impairment at least once a year or sooner if impairment indication arises. |
Employee compensation | 2.7. Employee compensation Employee benefits are recognised as an expense, unless the cost qualifies to be capitalised as an asset. Employee compensations include wages and salaries, including compensated absence and pensions, as well as other social security contributions made to the entity’s employees or public & government authorities. The item is net of support schemes made by public & government authorities. |
Financial income and expense | 2.8. Financial income and expense Finance income and expenses comprise interest income and expenses and realised and unrealised exchange rate gains and losses on transactions denominated in foreign currencies as well as fair value adjustments related to the ineffective part of the financial instruments. Interest income and interest expenses are stated on an accrual basis using the principal and the effective interest rate. The effective interest rate is the discount rate that is used to discount expected future cash payments or receipts through the expected life of the financial asset or financial liability to the amortised cost (the carrying value) of such asset or liability. |
Borrowing costs | 2.9. Borrowing costs Borrowing costs are capitalised in accordance with IAS 23, where borrowing costs directly attributable to the construction of assets are capitalised until such a time as the asset is substantially ready for its intended use. Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds, including fees for guarantees provided by related parties. |
Taxes | 2.10. Taxes 2.10.1. Pillar Two Tax Effects In October 2021, more than 130 countries agreed on a two-pillar approach to reform the international tax system. The so-called Pillar Two rules are designed to compel multinational corporations with EUR 750 million or more in annual revenue to pay a minimum effective corporate tax rate of 15% on income received in each jurisdiction in which they operate. The principal jurisdictions in which the Group may be exposed to additional taxation as a result of the Pillar Two rules include Denmark and the United Kingdom (each of which has enacted legislation implementing the Pillar Two rules), as well as Cyprus (where public consultation on draft legislation is ongoing). In light of the Group’s total revenue, at 31 December 2023, the Group does not expect to be in scope of the Pillar Two rules in 2024. The Group is actively assessing the potential future impact of the Pillar Two rules on the Group’s business. It is the Group’s initial assessment that a portion of its revenues in each of the relevant jurisdictions will be subject to top-up tax under the Pillar Two rules as shipping income, which is generally excluded from the computation of income under Pillar Two. Certain other exclusions may also be applicable and the Group’s analysis of such exclusions is ongoing. 2.10.2. Income tax Current income tax for current and prior periods is recognised at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities. Deferred income tax is recognised for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements except when the deferred income tax arises from the initial recognition of an asset or liability that affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred income tax is measured at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Current and deferred income taxes are recognised as income or expenses in profit or loss, except to the extent that the tax arises from a transaction which is recognised directly in equity. 2.10.3. Tonnage tax Under the scheme, ship-owners (or bareboat charterers) pay a fixed tax amount per net tonne at their disposal rather than paying taxes based on income, expenses, and depreciation. The Company participates in the Danish scheme from 27 November 2020. As the vessels are owned and registered by subsidiaries in jurisdictions different than Denmark, the Group is also subject to tonnage taxation in such jurisdictions. This tonnage taxation income is calculated based on a fixed tax amount per tonne. This scheme is on a notional income derived from tonnage capacity and not based on the entities’ actual income and expenses, the Group does not consider the scheme to fall under the rules of IAS 12. Consequently, the tonnage tax expenses are not presented as part of tax expense in the statement of profit and loss, but are recognised under costs of sales. |
Inventories | 2.11. Inventories Inventories are carried at the lower of cost and net realisable value. Cost is determined using the first-in, first-out basis. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Inventory mainly covers fuel and oil. |
Property, plant and equipment | 2.12. Property, plant and equipment Property, plant and equipment are recognised at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment initially recognised includes its purchase price and any costs that are directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Subsequent expenditure relating to property, plant and equipment 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 expenses are recognised in profit or loss when incurred. To keep performing their operational activity, the vessels have an obligation to go through drydock procedures every five years . The costs of the drydock procedures are capitalised per their purchase price and any costs that are directly attributable to bringing the vessels to the location and condition necessary for the drydock procedures.Depreciation is calculated using the straight-line method to allocate their depreciable amounts over the assets’ estimated useful life. The estimated useful life is as follows: Useful life Vessels and furnished equipment Up to 25 years Drydock 5 years Cars 5 years Other fixtures and fittings 2 to 3 years The estimated useful life of the vessels of 25 years has been estimated by an external consultant through a determined fatigue analysis based on the technical specification of the vessels. Prior to their acquisition, the vessels had already been in use for 8 years , therefore the remaining useful life of the vessels is estimated at 17 years for all components except jacking system and main crane with a remaining useful life of 3 years from the acquisition of the vessels. Hull and steel have a salvage value of EUR 10 million per vessel by the end of their useful life. Depreciation is based on costs less the estimated residual value. Residual value is estimated as the lightweight tonnage of each vessel multiplied by the scrap value per ton. More information can be found in Material accounting judgements, estimates and assumptions section with regards of acquired vessels trough the business combination. The residual value, useful life, and methods of depreciation of property, plant, and equipment are reviewed at each financial year end and adjusted accordingly, if appropriate. |
Leases | 2.13. Leases When the Group is the lessor Lessor – operating leases The Group leases vessels (the bareboat element relating to hire of the vessel as part of the time charter contracts) under operating leases to non-related parties. This is classified as an operational lease, as such leases do not cover a significant part of the economic life of the vessels and the Group retains substantially all risks and rewards incidental to ownership of the vessels. Rental income from operating leases is recognised in profit or loss on an over time basis over the charter period and included in revenue as stated in Material Accounting Policies section under 2.3.1.1. Initial direct costs incurred by the Group in negotiating and arranging operating leases are capitalised and recognised as an expense in profit or loss over the lease term on the same basis as the lease income. When the Group is the lessee At the inception of the contract, the Group assesses if the contract contains a lease. A contract 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. Reassessment is only required when the terms and conditions of the contract are changed. a. Right-of-use assets The Group recognises a right-of-use asset and lease liability at the date which the underlying asset is available for use. Right-of-use assets are measured at cost which comprises the initial measurement of lease liabilities using an incremental borrowing rate adjusted for any lease payments made at or before the commencement date and lease incentive received. Any initial direct costs that would not have been incurred if the lease had not been obtained are added to the carrying amount of the right-of-use assets. The right-of-use asset is subsequently measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liability. Right-of-use assets are depreciated on a straight-line basis lease term. b. Lease liabilities At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs. Utilisation lease fees can be classified as a variable fee. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. c. Short-term and low-value leases The Group has elected to not recognise right-of-use assets and lease liabilities for short-term leases that have lease terms of 12 months or less and leases of low value-leases. Lease payments relating to these leases are expensed to profit or loss on a straight-line basis over the lease term. Short-term and low-value leases consists of cars, coffee machines, office premises and AV equipment. |
Impairment of non-financial assets | 2.14. Impairment of non–financial assets Goodwill Goodwill is tested for impairment at least once a year or sooner if impairment indication arises. Impairment testing is performed for each cash-generating unit to which goodwill is allocated, as determined by Management. If the carrying amount of intangible assets exceeds the recoverable, an impairment loss is recognised in profit or loss. Goodwill impairment losses are not subsequently reversed. Property, plant and equipment and right-of-use-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. For the purpose of impairment testing of assets, recoverable amount (i.e. the higher of the fair value less cost to sell and the 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 cash-generating unit (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 difference between the carrying amount and recoverable amount is recognised as an impairment loss in profit or loss. An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of accumulated depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset is recognised in profit or loss. |
Financial assets | 2.15. Financial assets The classification of financial assets depends on the Group’s business model for managing the financial assets as well as the contractual terms of the cash flows of the financial assets. The Group reclassifies financial assets when and only when its business model for managing those assets changes. (i) At initial recognition At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial assets. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. (ii) At subsequent measurement Financial assets Financial assets of the Group mainly comprise of cash and bank balances, trade receivables and other current assets. Interest income from these financial assets are recognised using the effective interest rate method. The Group assesses on forward looking basis the expected credit losses associated with its financial assets carried at amortised cost. For trade and other receivables, the Group applied the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. |
Cash and cash equivalents | 2.16. Cash and cash equivalents Cash and cash equivalents are measured at amortised cost. |
Trade and other payables | 2.17. Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. They are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business, if longer). Otherwise, 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. |
Deferred income | 2.18. Deferred income Time charter revenue received in advance and reservation fees are deferred and recognised as current liabilities if the service is due within one year or less. Otherwise, they are presented as non-current liabilities. Deferred charter hire income is recognised as revenue in profit or loss over time over the period during which the related service is performed. |
Financial liabilities | 2.19. Financial liabilities Debt to credit institutions etc. is recognised at the time of borrowing at fair value after deduction of transaction costs incurred. Subsequently, the financial liabilities are measured at amortised cost using the “effective interest method”, so that the difference between the proceeds and the nominal value is recognised in the income statement under financial expenses over the loan period. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts of the asset and the liability is recognised in the statement of profit and loss. |
Derivatives and hedge accounting | 2.20. Derivatives and hedge accounting Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and subsequently remeasured at fair value over profit and loss. Derivatives are carried as financial assets, presented under derivatives assets, when the fair value is positive and as financial liabilities, presented under derivatives liabilities, when the fair value is negative. At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship and the risk management objective and strategy for undertaking the hedge. Changes in the fair value of derivative financial instruments designated as cash flow hedges are recognised in other comprehensive income and presented under “Hedging reserves” (equity). Where the expected future transactions results in the acquisition of non-financial assets, any amounts deferred under equity are transferred from equity to the cost of the asset. Where expected future transaction results in income or expense, amount deferred under equity are transferred from equity to the income statement in the same item as the hedged transaction as a reclassification adjustment. Further, the entity may transfer the cumulative fair value change recognised within equity upon derecognition of the hedged item. Borrowing facilities are derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. Changes in the fair value of derivative financial instruments not designated as hedges are recognised in the income statement. Certain borrowing facilities when undrawn do not qualify for hedge accounting. Changes in fair value of these derivative financial instruments are therefore recognised in the income statement under “Financial income” or “Financial expenses” for interest rate swaps. The amount included in the hedging reserve is the lower of, in absolute amounts, of the cumulative fair value adjustment of the hedging instrument and the hedged item. Ineffectiveness is recognised in the consolidated statement of profit and loss. Further, in case any modifications occur in the hedged risk, the Group will conduct a comprehensive review and assessment of the hedge relationship. In a recent evaluation, adjustments in debt were carefully assessed in accordance with hedge accounting standards, resulting in no material changes or implications on hedge accounting. |
Share capital | 2.21. Share capital Ordinary shares are classified as equity. When there is a capital increase through the issuance of new shares, these shares are recorded at their nominal value. |
Share premium reserve and retained earnings | 2.22. Share premium reserve and retained earnings Capital increase is categorised as equity. Share premium reserve signifies the capital contributed by investors exceeding the nominal value of the shares issued, net of any incremental costs directly associated with the issuance of new shares. Retained earnings include results from previous periods, changes to equity arising from business combination purchase price, and share-based payments. |
Share based payments | 2.23. Share based payments Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). Equity-settled transactions The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised in employee benefits expenses, together with a corresponding increase in equity (retained earnings), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions. No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share in a loss situation only if loss per share decreases. |
Currency translation | 2.24. Currency translation The financial statements are presented in Euro (EUR), which is also the functional currency of the Parent Company. For each entity in the Group, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in a currency other than the EUR (“foreign currency”) are translated into EUR using the exchange rates at the dates of the transactions. Currency exchange differences 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 are recognised in profit or loss. Non-monetary items measured at fair values in foreign currencies are translated using the exchange rates at the date when the fair values are determined. Foreign exchange gains and losses impacting profit or loss are presented in the income statement within finance income or finance expenses. |
Cash flow statement | 2.25. Cash flow statement Statement of cash flows The statement of cash flows shows the Group’s cash flows for the year distributed on operating, investing and financing activities, net changes for the year in cash and cash equivalents as well as the Group’s cash and cash equivalents at the beginning and end of the year. Positive amounts indicate cash inflows, whereas negative amounts indicate cash out-flows. Cash flows from operating activities Cash flows from operating activities are stated as the profit/loss for the year adjusted for non-cash operating items such as depreciation, changes in working capital and income tax paid or received. Working capital includes current assets less current liabilities, excluding cash and cash equivalents. Cash flows from investing activities Cash flows from investing activities comprise cash flows from the acquisition and sale of non-current assets and businesses. Cash flows from financing activities Cash flows from financing activities comprise cash flows from instalments on lease liabilities, and interest paid as well as proceeds from issue of shares and debt as well as prepayment of borrowings. |
Material accounting judgements, estimates and assumptions | 2.26. Material accounting judgements, estimates and assumptions The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur. Estimates Useful life of vessels The estimation made regarding the duration of the useful life of the vessels has been based on, among other things, an analysis made by an external expert. The determined fatigue analysis is based on the technical specification of the wind turbine installation vessels (“WTIV”) and comparable vessels, the useful life of the vessels is estimated at 25 years . In 2020, the Group acquired two vessels which had already been in use for 8 years . Therefore, the remaining useful life of these vessels is estimated at 17 years for all components except the jacking system and main crane. These components have a remaining useful life of 3 years from the acquisition of the vessels. In the current year, the main crane of these vessels is undergoing an upgrade. The old main crane has been disposed of, and the new main crane is expected to be activated in the new year, matching the remaining useful life of the vessels. In 2023, as part of the business combination, the Group acquired two additional vessels. One of these vessels was delivered in 2015 and the other in 2012. Similar to the vessels acquired in 2020, the estimated useful life of these vessels, 25 years when first acquired, depend on initial delivery. Therefore its useful life is 17 and 14 years , and all components will have the same useful life. The depreciation will be calculated over the remaining useful life of these vessels. The residual value, useful life, and methods of depreciation of property, plant, and equipment are reviewed at each financial year end and adjusted accordingly, if appropriate. Impairment of non-financial assets Management is responsible for the identification of internal and external indicators of impairment related to non-financial assets. If indicators of impairment are identified, an impairment test must be performed. Impairment exists when the carrying value of an asset including right-of-use assets or CGU exceeds its recoverable amount, which is the higher of fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available sales transactions conducted at arm’s length terms, if available. The value in use calculation is based on a DCF model. The cash flows are derived from the budget and the most recent project pipeline. These cash flows do not include restructuring activities or significant future investments which will enhance the performance of the assets or CGU being tested. The recoverable amount is sensitive to the discount rate used in the DCF model as well as future cash in-flows and growth rate assumptions, for further information please refer to Note 18. Purchase price allocation In the application of the acquisition method, estimates play a pivotal role in determining the fair values of acquired assets and assumed liabilities, given the absence of observable market prices. Valuation techniques primarily involve assessing the present value of uncertain future cash flows or events at the acquisition date, with more significant estimates typically applied to property, plant, and equipment. Due to inherent uncertainties in fair value estimation, adjustments during the measurement period may be necessary. Valuation techniques considered include market-based, income-based, and cost-based methodologies, prioritised in that order. Key assumptions, such as the remaining useful life of vessels, inflation, utilisation rates, and day rates, are integral to these methodologies. Judgements Identification of CGU for the purpose of goodwill impairment For the purpose of testing the Group’s vessels the impairment test is performed on a vessel-by-vessel basis. For the purpose of testing goodwill for impairment, management has assessed that Cadeler has two cash generating units (CGUs), being ● the transport and installation of offshore wind turbine generators and foundations installation vessels (WTGFIV) and ● the maintenance of offshore wind turbine generators (O&MV) The WTGFIV CGU is comprised of Cadeler’s O-class vessels and Scylla, which are largely interchangeable, and the cash flows generated by them are interdependent. These vessels are operated collectively, employed interchangeably, and actively managed to meet the needs of our customers in that market. Given the technical specifications of vessels, the WTGFIV vessels are relatively homogenous with a very high degree of interoperability. The O&MV CGU is comprised of the vessel Zaratan which has different specifications, has independent and separable cash flows from the other vessels. Revenue recognition Judgement is performed when determining if a contract contains one or more performance obligations. Judgements is performed as complexities arise when several types of customer contracts are bundled. Evaluating the criteria for revenue recognition requires management’s judgement to assess and identify performance obligations within the contract. This includes assessing the nature of performance obligations and whether they are distinct or should be combined with other performance obligations to determine whether the performance obligations are satisfied over time or at a point in time. In contracts where many activities are bundled judgement is applied in the determination of the most adequate recognition method and the most adequate measure of progress. Both of the judgements have a primary impact on the timing and amount of revenue to be recognised. Evaluating the criteria for revenue recognition with contract with customer requires Management's judgement to assess and determine the following: ● Identification of performance obligations within the contract. This includes assessing the nature of performance obligations and whether they are distinct or should be combined with other performance obligations to determine whether the performance obligations are satisfied over time or at a point in time. ● Determine the transaction price, including an assessment of variable consideration in the contract. ● In contract where many performance obligation are bundled, the allocation of transaction price to performance obligations to determine the stand-alone selling price of each performance obligation identified in the contract using key assumptions which may include observable market and expected margin in the activities. Macroeconomic factors and climate risks As part of our commitment to transparency and thorough risk management, Cadeler recognises the significance of macroeconomic factors and climate risks in our financial evaluations. In navigating an ever-evolving operational landscape, we acknowledge the importance of factoring in these elements when assessing the useful lives of assets, determining residual values, and conducting Discounted Cash Flow (DCF) analyses for impairment assessments. Management does not currently consider climate risks to have a material effect on the accounting estimates and judgements for the 2023 consolidate and parent company financial statements. Cadeler’s strategic investments in offshore wind assets are in line with our dedication to sustainability and our contribution to progressing towards a climate-neutral future. We comprehend the potential impact of climate-related considerations on our operations, including vulnerabilities within our supply chain due to severe weather events. Furthermore, we acknowledge the uncertainties in macroeconomic conditions arising from global economic growth rates, political dynamics within the energy sector, currency fluctuations, interest rates, and inflation. Additionally, geopolitical tensions introduce further complexities that may influence market prospects and pose risks to our operations, particularly in relation to cyber threats to energy supply. Through diligent assessment and ongoing review processes, Cadeler remains vigilant in integrating these factors into our financial evaluations. We are committed to ensuring that our accounting policies reflect a comprehensive understanding of both macroeconomic factors and climate risks, thereby enhancing the robustness of our impairment analyses and financial reporting practices. |
Material Accounting Policies _3
Material Accounting Policies Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Material Accounting Policies Information | |
Schedule of estimated useful life of property, plant and equipment | Useful life Vessels and furnished equipment Up to 25 years Drydock 5 years Cars 5 years Other fixtures and fittings 2 to 3 years |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue | |
Schedule of disaggregation of revenue from contracts with customers | EUR’000 2023 2022 2021 Revenue disaggregation Time charter services and transportation and installation services 99,841 104,578 56,449 Other revenue, including fees earned for early termination by customers of contracts 8,781 1,846 4,489 Total revenue 108,622 106,424 60,938 |
Schedule of transaction price allocated to remaining performance obligations | EUR’000 2023 2022 2021 Beginning of financial year 3,157 16,156 8,810 Acquisition of businesses 1,913 — — Deferred during the year 10,670 2,857 9,097 Recognised as revenue during the year (1,859) (15,856) (1,751) Total liabilities at end of period 13,881 3,157 16,156 |
Schedule of Contract backlog | EUR million 2023 2022 2 2021 2 Contract backlog as of 31 December¹ Within one year 192 84 110 After one year 1,365 696 299 Total 1,557 780 409 1 Contract backlog (excluding bunker) is split between, EUR 1,379 million firm and EUR 178 million options. 2 Contract backlog (excluding bunker) for 2022 was split between, EUR 653 million firm and EUR 127 million options and for 2021, EUR 351 million firm and EUR 58 million options. |
Expenses by Nature (Tables)
Expenses by Nature (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Expenses by Nature | |
Schedule of expenses by nature | EUR’000 Note 2023 2022 2021 Cost of sales Right of use asset depreciation 19 30 — — Insurance 1,573 1,933 1,772 Vessel depreciation 18 22,484 21,664 16,077 Impairment of property, plant and equipment 18 5,000 — — Crewing costs paid to a related party and an external party 27 — 61 11,517 Seafarer payroll 7 15,921 13,089 1,159 Fuel and oil 711 1,113 892 Maintenance 5,121 4,039 2,305 Messing costs 1,448 1,428 1,224 Seafarer travel 2,835 2,589 1,876 Specific charter costs 4,052 2,623 1,239 Utilities 389 689 541 Other operating expenses 294 309 260 Tonnage tax — — 17 Total cost of sales 59,858 49,537 38,879 Administrative expenses Depreciation and amortisation 17, 18, 19 534 1,020 414 Employee compensation 7 18,889 9,905 7,603 Repair and maintenance expenses 1,123 796 161 Legal and professional fees 2,122 1,047 564 Transaction costs 6 7,707 — — Rental expenses 751 582 584 Travel expense 985 612 305 Management fees to related party 27 — — 115 Marketing and entertainment expenses 602 788 159 Other expenses 1,745 946 1,020 Total administrative expenses 34,458 15,696 10,925 |
Schedule of components of auditor remuneration | EUR’000 2023 2022 2021 Statutory audit 474 125 92 Other assurance services 1,608 — 8 Tax services 2 105 50 Other services 606 51 14 Total 2,690 281 164 |
Other Operating Income and Ex_2
Other Operating Income and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Operating Income and Expenses | |
Schedule of components of other operating income and expenses | EUR'000 2023 2022 2021 Other operating income 3,000 — — Other operating expenses (2,863) — — Net other operating income and expenses 137 — — |
Business combination (Tables)
Business combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business combination | |
Schedule of components of provisional fair value of identified net assets and goodwill recognised | EUR’000 19 December 2023 Vessels including dry docks 296,707 Vessel under construction 144,219 Other fixtures & fittings 598 Right-of-use assets 1,033 Trade and other receivables 29,408 Inventories 147 Prepayments 3,821 Cash and cash equivalents 106,056 Total assets 581,989 Provisions 6,987 Deferred tax liabilities 10,315 Trade and other payables 40,271 Lease liabilities 1,300 Deferred charter hire income 1,937 Current income tax liabilities 1,217 Total liabilities 62,027 Total identifiable net assets at fair value 519,962 Goodwill arising on acquisition 16,919 Purchase price transferred 536,881 Cash and cash equivalents acquired 106,056 Consideration paid in shares 441,228 Net cash purchase price (10,403) |
Employee Compensation (Tables)
Employee Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Employee Compensation | |
Employee Compensation | Onshore - presented within administrative expenses EUR’000 Note 2023 2022 2021 Wages and salaries 16,957 8,873 6,637 Employer’s contribution to defined contribution plans 847 502 350 Share based payment expense 8 1,134 352 360 Other short-term benefits 611 178 145 19,549 9,905 7,492 Average number of full time employees 113 70 58 Employee compensation includes EUR 660 thousands related to bonus paid, included in transaction cost. For more information relate administrative expenses (Note 4). Offshore - presented within cost of sales EUR’000 Note 2023 2022 2021 Wages and salaries 14,056 11,693 1,097 Employer’s contribution to defined contribution plans 1,124 1,082 60 Other short-term benefits 741 314 2 Total offshore employee compensation 15,921 13,089 1,159 Average number of full time employees 182 162 12 Total EUR’000 Note 2023 2022 2021 Wages and salaries 31,013 20,566 7,734 Employer’s contribution to defined contribution plans 1,971 1,584 410 Share based payment expense 8 1,134 352 360 Other short-term benefits 1,352 492 147 Total employee compensation 35,470 22,994 8,651 Average number of full time employees 295 232 70 Number of employees at the end of the reporting period 570 232 206 |
Long Term Incentive Programs (T
Long Term Incentive Programs (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long Term Incentive Programs | |
Schedule of outstanding instruments - Options | 2023 2022 Executive Other Executive Other management employees management employees Outstanding instruments – Options Number WAEP 1 Number WAEP¹ Number WAEP¹ Number WAEP 1 Outstanding at 1 January 344,589 3.16 330,963 3.15 — — — — Granted during the year 622,440 3.64 563,160 3.64 344,589 3.16 330,963 3.15 Forfeited during the year — — — — — — — — Exercised during the year — — — — — — — — Expired during the year — — — — — — — — Outstanding at 31 December 967,029 3.47 894,123 3.46 344,589 3.16 330,963 3.15 |
Schedule of outstanding instruments - RSU | |
Board of Directors and Manage_2
Board of Directors and Management Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Board of Directors and Management Compensation | |
Schedule of components of compensation to board of directors and management | 2023 2022 2021 Board of Executive Board of Executive Board of Executive EUR’000 directors management Total directors management Total directors management Total Wages, salaries and board fees 183 850 1,033 180 683 863 180 650 830 Share based payment — 588 588 — 173 173 — 164 164 Other short-term benefits — 55 55 — 36 36 — 23 23 Cash bonus — 1,155 1,155 — 482 482 — 314 314 Total management compensation 183 2,648 2,831 180 1,374 1,554 180 1,151 1,331 |
Finance Income and Expenses (Ta
Finance Income and Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Finance Income and Expenses | |
Schedule of Finance Income and Expenses | EUR’000 2023 2022 2021 Foreign currency gain 109 3,424 1,795 Fair value change of derivative (ineffectiveness) — 363 — Interest gained 1,432 244 — Finance income 1,541 4,031 1,795 EUR’000 2023 2022 2021 Interest expense – Interest linked to debt liabilities 2,851 1,351 2,727 – Interest with related parties — 157 684 Fair value change of derivative (ineffectiveness) 765 — — Lease liabilities 25 21 30 Foreign currency loss 389 7,834 1,692 Bank fees 456 318 358 Finance expenses 4,486 9,681 5,491 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Taxes | |
Schedule of income tax expenses | EUR’000 2023 2022 2021 Income tax expense Tax expense attributable to profit is made up of: Utilisation of non-recognised tax losses offset against Danish Tonnage Tax expense — — (13) Total Income tax expense — — (13) |
Schedule of reconciliation of deferred tax liabilities, net | EUR’000 2023 2022 2021 Reconciliation of deferred tax liabilities, net Beginning of financial year — — — Acquisition of businesses 10,321 — — Exchange differences (130) — — 31 December 2023 10,191 — — |
Schedule of reconciliation of income tax rate | Effective Tax Rate 2023 2022 2021 EUR’000 % EUR’000 % EUR’000 % Tax expense attributable to profit is made up of: Accounting profit before income tax 11,498 35,541 7,450 Adjustment regarding tonnage taxed income (11,498) (35,541) (7,450) Accounting profit before income tax relating to Corporation Tax — — — Calculated tax at statutory tax rate in Denmark, 22% — 22 — 22 — 22 Tax impact from: Change in impairment of deferred tax assets in the year — 22 — 22 (13) 22 Income tax expense, reported — — — — (13) — Effective tax rate (%) 0.0 % 0.0 % 0.0 % |
Earnings Per Share (EPS) (Table
Earnings Per Share (EPS) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share (EPS) | |
Schedule of Calculation of EPS Basic and Diluted | EUR’000 2023 2022 2021 Profit attributable to ordinary equity holders of the parent for basic earnings 11,498 35,541 7,451 Profit attributable to ordinary equity holders of the parent adjusted for the effect of dilution 11,498 35,541 7,451 Thousands 2023 2022 2021 Weighted average number of ordinary shares for basic EPS 1 201,362 163,219 131,161 Effect of dilution from shared based payments programme 1,861 676 — Weighted average number of ordinary shares adjusted for the effect of dilution 1 203,223 163,895 131,161 |
Cash and Bank Balances (Tables)
Cash and Bank Balances (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Cash and Bank Balances | |
Schedule of cash and bank balances | EUR’000 2023 2022 2021 Cash at bank and on hand 96,608 19,012 2,308 |
Trade and Other Receivables (Ta
Trade and Other Receivables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Trade and Other Receivables | |
Schedule of trade and other receivables | EUR’000 2023 2022 2021 Trade receivables from non-related parties 26,802 17,635 18,424 Contract assets 8,880 19,999 843 Receivables from related parties 592 — — Other receivables 3,158 600 1,106 39,432 38,234 20,373 |
Schedule of Expected credit loss on trade receivables | Trade Contract Expected EUR’000 receivables assets loss Total 31 December 2023 Not due 9,639 8,880 — 18,519 Overdue 1-30 days 14,287 — — 14,287 Overdue 31 to 60 days 603 — — 603 Overdue +61 days 2,273 — — 2,273 Total 26,802 8,880 — 35,682 31 December 2022 Not due 17,197 19,999 — 37,196 Overdue 1-30 days 438 — — 438 Overdue 31 to 60 days — — — — Overdue +61 days — — — — Total 17,635 19,999 — 37,634 31 December 2021 Not due 7,850 843 — 8,693 Overdue 1-30 days 8,962 — — 8,962 Overdue 31 to 60 days 316 — — 316 Overdue +61 days 1,296 — — 1,296 Total 18,424 843 — 19,267 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories | |
Schedule of inventories | EUR’000 2023 2022 2021 Fuel and oil 1,836 549 440 |
Prepayments (Tables)
Prepayments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepayments | |
Schedule Of Prepayments | EUR’000 2023 2022 2021 Prepayments 9,562 1,699 1,497 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets | |
Schedule of reconciliation of changes in intangible assets and goodwill | 2023 2022 2021 EUR’000 Software Goodwill Total Software Software Cost Beginning of period 662 — 662 434 — Acquisition of businesses — 16,919 16,919 — — Additions 31 — 31 228 434 Exchange differences — (212) (212) 31 December 693 16,707 17,400 662 434 Accumulated depreciation Beginning of period 243 — 243 32 — Depreciation charge 210 210 211 32 31 December 453 — 453 243 32 Net book value 240 16,707 16,947 419 402 |
Property Plant and Equipment (T
Property Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property Plant and Equipment | |
Schedule of reconciliation of changes in property, plant and equipment | Other fixtures Assets under EUR’000 Vessels Dry Dock and fittings Construction Total Cost 2023 Beginning of financial year 282,282 9,261 536 356,163 648,242 Acquisition of businesses 296,536 171 599 144,219 441,525 Additions 227 — 3 73,169 73,399 Disposals (8,002) (291) — — (8,293) Exchange differences (4,683) (6) (159) (1,806) (6,654) 31 December 2023 566,360 9,135 979 571,745 1,148,219 Accumulated depreciation and impairment Beginning of financial year 39,570 2,023 445 — 42,038 Depreciation charge 20,847 1,637 19 — 22,503 Disposals (5,722) (108) — — (5,830) Impairment on disposal 5,000 — — — 5,000 Exchange differences (968) (4) (152) — (1,124) 31 December 2023 58,727 3,548 312 — 62,587 Net book value 507,633 5,587 667 571,745 1,085,632 Due to business combination with Eneti, the Group’s property, plant, and equipment increased by EUR 441.5 million in 2023. This primarily comprised the Operating Vessels Wind Scylla and Wind Zaratan (EUR 205,879 and EUR 86,927 , respectively) and the newbuilds under construction, the M-Class down payments for EUR 144 million. Other fixtures Assets under EUR’000 Vessels Dry Dock and fittings Construction Total Cost 2022 Beginning of financial year 258,148 1,983 536 158,734 419,401 Additions 15,105 5,281 — 208,455 228,841 Transfer from assets under construction 9,029 1,997 — (11,026) — 31 December 2022 282,282 9,261 536 356,163 648,242 Accumulated depreciation Beginning of financial year 19,629 300 386 — 20,315 Depreciation charge 19,941 1,723 59 — 21,723 31 December 2022 39,570 2,023 445 — 42,038 Net book value 242,712 7,238 91 356,163 606,204 Other fixtures Assets under EUR’000 Vessels Dry Dock and fittings Construction Total Cost 2021 Beginning of financial year 255,030 1,050 379 — 256,459 Additions 3,118 933 157 158,734 162,942 31 December 2021 258,148 1,983 536 158,734 419,401 Accumulated depreciation Beginning of financial year 3,853 — 280 — 4,133 Depreciation charge 15,776 300 106 — 16,182 31 December 2021 19,629 300 386 — 20,315 Net book value 238,520 1,683 150 158,734 399,087 |
Right of Use Assets (Tables)
Right of Use Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Right of Use Assets | |
Schedule of reconciliation of changes in right of use assets, interest expense, lease expense not capitalized in lease liabilities and total cash outflows for all leases | Leasehold Warehouse Office EUR’000 equipment facilities space Total Cost 2023 Beginning of financial year 464 — 1,681 2,145 Acquisition of businesses — 421 612 1,033 Exchange differences — (12) (32) (44) 31 December 2023 464 409 2,261 3,134 Accumulated depreciation Beginning of financial year 381 — 1,477 1,858 Amortisation charge 83 30 221 334 Exchange differences — (6) (25) (31) 31 December 2023 464 24 1,673 2,161 Net book value — 385 588 973 Leasehold Office EUR’000 equipment space Total Cost 2022 Beginning of financial year — 1,572 1,572 Movement during the year 464 109 573 31 December 2022 464 1,681 2,145 Accumulated depreciation Beginning of financial year — 1,108 1,108 Amortisation charge 381 369 750 31 December 2022 381 1,477 1,858 Net book value 83 204 287 Office EUR’000 space Total Cost 2021 Beginning of financial year 1,572 1,572 31 December 2021 1,572 1,572 Accumulated depreciation Beginning of financial year 832 832 Amortisation charge 276 276 31 December 2021 1,108 1,108 Net book value 464 464 a. Interest expense EUR’000 2023 2022 2021 Interest expense on lease liabilities (vessels and office) 25 21 30 b. Lease expense not capitalised in lease liabilities EUR’000 2023 2022 2021 Short-term lease expense 180 53 34 c. Total cash outflow for all leases in 2023, 2022 and 2021 were EUR 283 thousand, EUR 728 thousand and EUR 315 thousand respectively, excluding variable lease fee (refer to Note 24). EUR’000 2023 2022 2021 Repayment of lease liability 283 728 315 Rental above standby rate — — 196 Cash outflow for leases that are not capitalised 180 53 34 463 781 545 |
Provisions, Trade and Other P_2
Provisions, Trade and Other Payables (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Provisions, Trade and Other Payables | |
Schedule of trade and other Payables | EUR’000 2023 2022 2021 Trade and other payables: Trade payables 8,399 3,979 2,795 Other payables 24,237 4,843 6,908 32,636 8,822 9,703 |
Schedule of provisions | EUR’000 2023 2022 2021 Provisions: Beginning of financial year — — — Acquisition of businesses 6,987 — — Exchange differences (88) — — 6,899 — — |
Issued Share Capital (Tables)
Issued Share Capital (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Issued Share Capital | |
Schedule of issued share capital | No. of EUR’000 shares 2023 2022 2021 Ordinary shares Beginning and end of financial year 2021 138,574 26,575 18,641 18,641 Issued on May 2022 for capital increase 26,176 — 3,518 — Issued on October 2022 for capital increase 32,850 — 4,416 — Issued on December 2023 for capital increase 113,809 15,263 End of financial year 2023 311,409 41,838 26,575 18,641 |
Commitments and Pledges (Tables
Commitments and Pledges (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Pledges | |
Schedule of future lease payables under non-cancellable value and short-term leases contracted for at the balance sheet date but not recognized as liabilities | EUR’000 2023 2022 2021 Not later than one year 1,090 53 18 Between one and five years 4,984 9 — 6,074 62 18 |
Schedule of remaining instalments for the newbuilds vessels | As of 31 December 2023 Millions P-Class M-Class A-Class Total Contract amount in EUR 220 — 205 425 Contract amount in USD 390 655 495 1,540 Total Contract amount translated to EUR 572 592 657 1,821 Commitment amount in EUR 69 — 105 174 Commitment amount in USD 390 524 426 1,340 Commitment amount translated to EUR 421 474 490 1,385 As of 31 December 2022 Millions P-Class A-Class Total Contract amount in EUR 220 205 425 Contract amount in USD 390 495 885 Total Contract amount translated to EUR 572 657 1,229 Commitment amount in EUR 82 105 187 Commitment amount in USD 390 426 816 Commitment amount translated to EUR 435 490 925 As of 31 December 2021 Millions P-Class Contract amount in EUR 220 Contract amount in USD 390 Total Contract amount translated to EUR 572 Commitment amount in EUR 82 Commitment amount in USD 390 Commitment amount translated to EUR 435 |
Financial Risk Management (Tabl
Financial Risk Management (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Risk Management | |
Schedule of maturity analysis of contract obligation for the construction of the newbuilds vessels | Less than Between Between Millions 1 year 1 and 2 years 2 and 5 years Total 2023 Obligation in USD 328 833 180 1,341 Obligation in USD (in EUR) 296 752 163 1,211 Obligation in EUR 69 99 6 174 Total obligations (in EUR) 365 851 169 1,385 2022 Obligation in USD — 197 619 816 Obligation in USD (in EUR) — 187 588 775 Obligation in EUR 13 69 105 187 Total obligations (in EUR) 13 256 693 962 |
Schedule of analysis of maturity profile of the financial liabilities of the Company based on contractual undiscounted cash flows | Less than Between Between EUR’000 1 year 1 and 2 years 2 and 5 years Total 2023 Trade and other payables 32,636 — — 32,636 Payables to Related parties 162 — — 162 Lease liabilities 601 392 — 993 Debt to credit institutions 799 — 204,773 205,572 Derivatives 4,004 5,683 12,274 21,961 38,202 6,075 217,047 261,324 2022 Trade and other payables 8,822 — — 8,822 Payables to Related parties 89 — — 89 Lease liabilities 279 — — 279 Debt to credit institutions 772 — 114,230 115,002 Derivatives — 1,821 287 2,108 9,962 1,821 114,517 126,300 2021 Trade and other payables 9,703 — — 9,703 Payables to Related parties 63 — — 63 Lease liabilities 298 209 — 507 Debt to credit institutions 28,599 14,476 30,000 73,075 38,663 14,685 30,000 83,348 |
Schedule of changes in lease liabilities and change in the debts to credit institutes during the year | EUR’000 2023 2022 2021 Lease liabilities at 1 January (current and non-current lease) 279 507 792 Acquisition of subsidiaries 1,299 — — Exchange differences (16) — — Cash paid for lease obligations (569) (228) (285) Lease liabilities at 31 December (current and non-current lease) 993 279 507 Current 392 — 209 Non-current 601 279 298 Change in the debts to credit institutions during the year EUR’000 2023 2022 2021 Debt to credit institutions at 1 January (115,002) (73,075) (73,500) Overdraft facility drawn — (16,067) (8,998) Loans repayment 115,000 65,000 10,000 Overdraft repayment — 25,065 — New loan (211,934) (115,000) — New loan interests 8,262 1,541 — Write off of loan fees (1,898) (923) — Others — (1,543) (577) Debt to credit institutions at 31 December (205,572) (115,002) (73,075) |
Schedule of maturity analysis of derivative financial instruments | Less than Between After Carrying EUR’000 1 year 1 and 2 years 2 years Total amount 2023 Derivative financial instruments Interest rate swaps with a positive fair value — — — — — Interest rate swaps with a negative fair value 798 (3,166) (11,862) (14,229) (11,855) Gross settled foreign currency contracts, pay leg (EUR) — (183,741) — (183,741) — Gross settled foreign currency contracts, receive leg (USD) — 178,403 — 178,403 (5,338) 798 (8,504) (11,862) (19,567) (17,193) 2022 Derivative financial instruments Interest rate swaps with a positive fair value (305) 1,158 4,231 5,084 3,376 Interest rate swaps with a negative fair value — — (370) (370) (287) Gross settled foreign currency contracts, pay leg (EUR) — (183,741) — (183,741) — Gross settled foreign currency contracts, receive leg (USD) — 181,921 — 181,921 (1,821) (305) (662) 3,861 2,894 1,268 |
Schedule of fair value measurement hierarchy of the Group's assets and liabilities | EUR’000 Level 1 Level 2 Level 3 Total 2023 Through the consolidated statement of profit and loss Derivative assets — — — — Total financial assets at fair value through the consolidated statement of profit and loss — — — — Derivative liabilities — (403) — (403) Total financial liabilities at fair value through the consolidated statement of profit and loss — (403) — (403) Cash flow hedges: Derivative assets — 338 — 338 Derivative liabilities — (17,937) — (17,937) 2022 Through the consolidated statement of profit and loss Derivative assets — 363 — 363 Total financial assets at fair value through the consolidated statement of profit and loss — 363 — 363 Derivative liabilities — — — — Total financial liabilities at fair value through the consolidated statement of profit and loss — — — — Cash flow hedges: Derivative assets — 3,013 — 3,013 Derivative liabilities — (2,108) — (2,108) |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Financial Instruments | |
Schedule of movement in the reserve for cash flow for hedging, listed by the hedged risk | EUR’000 2023 2022 Fair Value change of Cash flow hedges Cumulative fair value change at 1 January 1,343 — Fair value adjustment at year-end, net (18,505) 905 Interest recycled at year-end, net (776) 438 Time value adjustment at year-end, net (3,621) — Cumulative fair value change at 31 December (21,559) 1,343 The fair value of cash flow hedges at 31 December can be specified as follows: Interest rate risk hedging (11,790) 3,163 Foreign currency risk hedging (6,148) (1,820) Foreign currency risk hedging - time value (3,621) — Cumulative fair value change at 31 December (21,559) 1,343 |
Schedule of maturity profile of the nominal amount of the interest rate swaps, foreign currency forward contracts and option collars and the fair values | Less than 1 Between 1 Between 2 Fair value EUR’000 Notional amount EUR’000 year and 2 years and 5 years Asset Liability 2023 Interest rate Swap – EURIBOR 3M — — 555,000 — (11,790) 2022 Interest rate Swap – EURIBOR 3M — — 469,375 3,451 (288) EUR’000 2023 2022 Movements in the hedging reserve Beginning of year 3,163 — Fair value adjustment for the year (14,177) 2,725 Interest recycled for the year (776) 438 End of year (11,790) 3,163 Less than 1 Between 1 Between 2 Fair value EUR’000 Notional amount USD’000 year and 2 years and 5 years Asset Liability 2023 FX forward contracts 150,000 50,000 — — (5,338) Option collars — 250,000 50,000 — (4,431) 2022 FX forward contracts — 200,000 — — (1,820) Option collars — — — — — EUR’000 2023 2022 Movements in the hedging reserve Beginning of year (1,820) — Fair value adjustment for the year - FX forward contracts (3,518) (1,820) Fair value adjustment for the year - Option collars (810) — Time value adjustment for the year (3,621) — End of year (9,769) (1,820) |
Financial Liabilities_ Intere_2
Financial Liabilities: Interest-bearing Loans and Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Financial Liabilities: Interest-bearing Loans and Borrowings | |
Schedule of new A-Class newbuilds | As of 31 December 2023 Committed (EUR millions) 1 Related derivatives contracts IRS nominal Interest rate Maturity Utilised Unused Average IRS rate (EUR millions) Secured New Debt Facility (RCF) 3 months EURIBOR + 2.4% 2031 162 288 2.7% 150 New Debt Facility - Guarantee 0.80% - 1.20% 2026 45 55 Total New Debt Facility 207 343 P-Class Facility 3 months EURIBOR + ( 0.90% - 2.4% ) 2035 425 3.0% 203 M-Class Facility (USD 436 million) SOFR + 2.4% 2035 394 Unsecured HoldCo Facility 3 months EURIBOR + 4% 2028 50 — Total (excluding Guarantee facility) 212 1,107 1 As of 31 December 2022, Debt Facility (RCF) amounted to EUR 150 million of which EUR 115 million were utilised. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions | |
Transactions with Related Parties | The following significant transactions took place between the Company and related parties within the BW Group and Swire Pacific Offshore Holdings Group at terms agreed between the parties: EUR’000 2023 2022 2021 Sales and purchases of goods and services Costs related to guarantees fees to BW Group Limited (7,576) (5,307) (1,853) Costs related to bunker supply to Hafnia Pools Pte Ltd (Member of BW Group) (1,597) (2,537) — Cost related to training courses to BW Maritime Pte. Ltd (26) — — Cost related to administrative expenses to Scorpio Services Holding (17) — — Cost related to share lending fees to BW Altor Pte. Ltd. — (85) — Cost related to travel expenses for board meetings to BW Maritime Pte. Ltd — (3) — Costs related to performance guarantees to Swire Pacific Offshore Holdings Group — (157) (684) Crew hire expenses paid to the Swire Pacific Offshore Holdings Group — (115) (11,461) Receivables from Scorpio Kamsarmax Pools at reported period 136 — — Receivables from Ultramax Pools at reported period 456 — — Payables to Hafnia Pools Pte Ltd at reported period — 1 — Management fees paid to the Swire Pacific Offshore Holdings Group — — (197) Payables to Swire Pacific Offshore Holdings Group at reported period — — 63 EUR’000 2023 2022 2021 Payables to Scorpio Commercial Management at reported period 4 — — Payables to Scorpio Service Management at reported period 6 — — Payables to Scorpio Services Holding at reported period 141 — — Payables to Scorpio UK at reported period 1 — — Payables to BW Altor Pte. Ltd. at reported period — 85 — Payables to BW Maritime Pte. Ltd at reported period 10 3 — |
Group Information (Tables)
Group Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Group Information | |
Schedule of subsidiaries fully owned by the Parent Company | The consolidated financial statements of the Group include the following subsidiaries, which are fully owned by the Parent Company: Entities Country Vessel owning entities Wind Orca Ltd Cyprus Wind Osprey Ltd Cyprus Wind N1063 Ltd Cyprus Wind N1064 Ltd Cyprus Seajacks 1 Ltd UK Seajacks 4 Ltd UK Seajacks 5 Ltd UK Seajacks 3 Japan LLC Japan Trading and Operations Seajacks UK Ltd UK Seajacks UK Ltd Taiwan Branch Taiwan Entities Country Seajacks US Inc. USA Seajacks Merman Marine Ltd Bermuda Seajacks Crewing Services Ltd UK Seajacks Japan LLC Japan Investment holding entities Wind MI Ltd Marshall Islands Eneti (Bermuda) Ltd Bermuda Atlantis Investorco Ltd UK Investment holding entities (continuation) Atlantis Equityco Ltd UK Atlantis Midco Ltd UK Seajacks International Ltd UK Dormant entities Seajacks 2 Ltd UK Seajacks 3 Ltd UK Scorpio SALT LLC USA Bulk Run-Off Company Ltd Marshall Islands Crawford Path LLC Delaware Windpower Alpha Ltd Marshall Islands Windpower Bravo Ltd Marshall Islands Seajacks 7 Limited UK Seajacks 8 Limited UK SBI Achilles Shipping Company Ltd Marshall Islands SBI Antares Shipping Company Ltd Marshall Islands SBI Apollo Shipping Company Ltd Marshall Islands SBI Aries Shipping Company Ltd Marshall Islands SBI Athena Shipping Company Ltd Marshall Islands SBI Bolero Shipping Company Ltd Marshall Islands SBI Bravo Shipping Company Ltd Marshall Islands SBI Capoeira Shipping Company Ltd Marshall Islands SBI Carioca Shipping Company Ltd Marshall Islands SBI Chartering and Trading Ltd Marshall Islands SBI Conga Shipping Company Ltd Marshall Islands SBI Cougar Shipping Company Ltd Marshall Islands SBI Cronos Shipping Company Ltd Marshall Islands SBI Echo Shipping Company Ltd Marshall Islands SBI Gemini Shipping Company Ltd Marshall Islands SBI Hera Shipping Company Ltd Marshall Islands SBI Hercules Shipping Company Ltd Marshall Islands SBI Hermes Shipping Company Ltd Marshall Islands SBI Hydra Shipping Company Ltd Marshall Islands SBI Hyperion Shipping Company Ltd Marshall Islands SBI Jaguar Shipping Company Ltd Marshall Islands SBI Jive Shipping Company Ltd Marshall Islands SBI Lambada Shipping Company Ltd Marshall Islands SBI Leo Shipping Company Ltd Marshall Islands SBI Libra Shipping Company Ltd Marshall Islands SBI Lynx Shipping Company Ltd Marshall Islands SBI Lyra Shipping Company Ltd Marshall Islands SBI Macarena Shipping Company Ltd Marshall Islands SBI Maia Shipping Company Ltd Marshall Islands SBI Mazurka Shipping Company Ltd Marshall Islands Entities Country SBI Orion Shipping Company Ltd Marshall Islands SBI Parapara Shipping Company Ltd Marshall Islands SBI Pegasus Shipping Company Ltd Marshall Islands SBI Perseus Shipping Company Ltd Marshall Islands SBI Phoebe Shipping Company Ltd Marshall Islands SBI Phoenix Shipping Company Ltd Marshall Islands SBI Pisces Shipping Company Ltd Marshall Islands SBI Poseidon Shipping Company Ltd Marshall Islands SBI Reggae Shipping Company Ltd Marshall Islands SBI Rock Shipping Company Ltd Marshall Islands SBI Rumba Shipping Company Ltd Marshall Islands SBI Samba Shipping Company Ltd Marshall Islands SBI Samson Shipping Company Ltd Marshall Islands SBI Sousta Shipping Company Ltd Marshall Islands SBI Subaru Shipping Company Ltd Marshall Islands SBI Swing Shipping Company Ltd Marshall Islands SBI Tango Shipping Company Ltd Marshall Islands SBI Taurus Shipping Company Ltd Marshall Islands SBI Tethys Shipping Company Ltd Marshall Islands SBI Thalia Shipping Company Ltd Marshall Islands SBI Ursa Shipping Company Ltd Marshall Islands SBI Virgo Shipping Company Ltd Marshall Islands SBI Zeus Shipping Company Ltd Marshall Islands SBI Zumba Shipping Company Ltd Marshall Islands |
General Information (Details)
General Information (Details) | 12 Months Ended |
Dec. 31, 2023 item | |
General Information | |
Number of windfarm installation vessels | 4 |
Material Accounting Policies _4
Material Accounting Policies Information - Useful life, PPE (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Vessels and furnished equipment | |
Disclosure of detailed information about property, plant and equipment | |
Useful life of PPE | 25 years |
Drydock | |
Disclosure of detailed information about property, plant and equipment | |
Useful life of PPE | 5 years |
Cars | |
Disclosure of detailed information about property, plant and equipment | |
Useful life of PPE | 5 years |
Other fixtures and fittings | Minimum | |
Disclosure of detailed information about property, plant and equipment | |
Useful life of PPE | 2 years |
Other fixtures and fittings | Maximum | |
Disclosure of detailed information about property, plant and equipment | |
Useful life of PPE | 3 years |
Material Accounting Policies _5
Material Accounting Policies Information - Estimates and assumptions (Details) € in Millions | 12 Months Ended | |
Dec. 31, 2023 EUR (€) item | Dec. 31, 2020 | |
Disclosure of detailed information about property, plant and equipment | ||
Remaining useful life of PPE | 17 years | |
Salvage Value | € | € 10 | |
Number of vessels acquired | 2 | |
Number of vessels delivered | 1 | |
Acquired vessels used term | 8 years | |
Drydock | ||
Disclosure of detailed information about property, plant and equipment | ||
Useful life of PPE | 5 years | |
Remaining useful life of PPE | 5 years | |
Vessels | ||
Disclosure of detailed information about property, plant and equipment | ||
Useful life of PPE | 25 years | 25 years |
Remaining useful life of PPE | 17 years | |
Acquired vessels used term | 8 years | |
Vessel One | ||
Disclosure of detailed information about property, plant and equipment | ||
Useful life of PPE | 17 years | |
Vessel Two | ||
Disclosure of detailed information about property, plant and equipment | ||
Useful life of PPE | 14 years | |
Jacking systems and main crane | ||
Disclosure of detailed information about property, plant and equipment | ||
Remaining useful life of PPE | 3 years |
Material Accounting Policies _6
Material Accounting Policies Information - Additional Information (Details) | Dec. 31, 2023 contract |
Material Accounting Policies Information | |
Revenue from time charter contracts, Number of activities | 2 |
Revenue - Disaggregation of rev
Revenue - Disaggregation of revenue from contracts with customers (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Revenue | € 108,622 | € 106,424 | € 60,938 |
Time charter services and transportation and installation services | |||
Revenue | |||
Revenue | 99,841 | 104,578 | 56,449 |
Other revenue, including fees earned for early termination by customers of contracts | |||
Revenue | |||
Revenue | € 8,781 | € 1,846 | € 4,489 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 EUR (€) item | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | |
Revenue | |||
Revenue | € 108,622 | € 106,424 | € 60,938 |
Revenue not from contracts with customers | € 79,000 | 91,000 | 43,000 |
Number of windfarm installation vessels | item | 4 | ||
Contract backlog (excluding bunker) as of the reported date | € 1,557,000 | 780,000 | 409,000 |
Firm contract | |||
Revenue | |||
Contract backlog (excluding bunker) as of the reported date | 1,379,000 | 653,000 | |
Contract backlog (excluding bunker) as of the reported date | 127,000 | ||
Options contract | |||
Revenue | |||
Contract backlog (excluding bunker) as of the reported date | 178,000 | 351,000 | |
Contract backlog (excluding bunker) as of the reported date | 58,000 | ||
Customer 1 | |||
Revenue | |||
Revenue | 44,500 | 52,400 | 24,600 |
Customer 2 | |||
Revenue | |||
Revenue | 28,500 | € 53,200 | € 29,100 |
Customer 3 | |||
Revenue | |||
Revenue | € 22,700 |
Revenue - Lease and non-lease c
Revenue - Lease and non-lease components of revenue (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Revenue | € 108,622 | € 106,424 | € 60,938 |
Revenue - Contract assets and l
Revenue - Contract assets and liabilities (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue | |||
Beginning of financial year | € 3,157 | € 16,156 | € 8,810 |
Acquisition of businesses | 1,913 | ||
Deferred during the year | 10,670 | 2,857 | 9,097 |
Recognised as revenue during the year | (1,859) | (15,856) | (1,751) |
Total liabilities at end of period | € 13,881 | € 3,157 | € 16,156 |
Revenue - Contract backlog (Det
Revenue - Contract backlog (Details) - EUR (€) € in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenue | |||
Contract backlog as of the reported date | € 1,557 | € 780 | € 409 |
Within one year | |||
Revenue | |||
Contract backlog as of the reported date | 192 | 84 | 110 |
After one year | |||
Revenue | |||
Contract backlog as of the reported date | € 1,365 | € 696 | € 299 |
Expenses by Nature - Cost of sa
Expenses by Nature - Cost of sales (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses by Nature | |||
Right of use asset depreciation | € 30 | ||
Insurance | 1,573 | € 1,933 | € 1,772 |
Vessel depreciation | 22,484 | 21,664 | 16,077 |
Impairment of property, plant and equipment | 5,000 | ||
Crewing costs paid to a related party and an external party | 61 | 11,517 | |
Seafarer payroll | 15,921 | 13,089 | 1,159 |
Fuel and oil | 711 | 1,113 | 892 |
Maintenance | 5,121 | 4,039 | 2,305 |
Messing costs | 1,448 | 1,428 | 1,224 |
Seafarer travel | 2,835 | 2,589 | 1,876 |
Specific charter costs | 4,052 | 2,623 | 1,239 |
Utilities | 389 | 689 | 541 |
Other operating expenses | 294 | 309 | 260 |
Tonnage tax | 17 | ||
Total cost of sales | € 59,858 | € 49,537 | € 38,879 |
Expenses by Nature - Administra
Expenses by Nature - Administrative Expenses (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses by Nature | |||
Depreciation and amortisation | € 534 | € 1,020 | € 414 |
Employee compensation | 18,889 | 9,905 | 7,603 |
Repair and maintenance expenses | 1,123 | 796 | 161 |
Legal and professional fees | 2,122 | 1,047 | 564 |
Transaction costs | 7,707 | ||
Rental expenses | 751 | 582 | 584 |
Travel expense | 985 | 612 | 305 |
Management fees to related party | 115 | ||
Marketing and entertainment expenses | 602 | 788 | 159 |
Other expenses | 1,745 | 946 | 1,020 |
Total administrative expenses | € 34,458 | € 15,696 | € 10,925 |
Expenses by Nature - Auditor re
Expenses by Nature - Auditor remuneration (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses by Nature | |||
Statutory audit | € 474 | € 125 | € 92 |
Other assurance services | 1,608 | 8 | |
Tax services | 2 | 105 | 50 |
Other services | 606 | 51 | 14 |
Total | € 2,690 | € 281 | € 164 |
Other Operating Income and Ex_3
Other Operating Income and Expenses (Details) € in Thousands | 12 Months Ended |
Dec. 31, 2023 EUR (€) | |
Other Operating Income and Expenses | |
Other operating income | € 3,000 |
Other operating expenses | (2,863) |
Net other operating income and expenses | 137 |
Aggregate purchase price for each main crane of both O-class vessels sold | 1,500 |
Impairment loss reflected in the profit and loss | € 5,000 |
Business combination (Details)
Business combination (Details) € in Thousands, $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2023 EUR (€) | Dec. 19, 2023 EUR (€) shares | Dec. 19, 2023 EUR (€) shares kr / shares | Dec. 31, 2023 EUR (€) employee | Dec. 31, 2023 USD ($) employee | Dec. 31, 2022 employee | Dec. 31, 2021 employee | |
Business combination | |||||||
Number of employees | employee | 295 | 295 | 232 | 70 | |||
Total transaction costs | € 7,707 | ||||||
Transaction costs in relation with Dec 2023 business combination | € 6,955 | ||||||
Fair value of acquired trade and other receivables and contract assets | € 29,400 | € 29,400 | |||||
Adjustments to contractual cash flows made | € 0 | € 0 | |||||
Eneti Inc | |||||||
Business combination | |||||||
Percentage of shares acquired (in percent) | 86.39% | 86.39% | |||||
Eneti Inc | |||||||
Business combination | |||||||
Percentage of shares acquired (in percent) | 86% | 86% | |||||
Percentage of voting equity interests | 14% | 14% | |||||
Revenues | $ | $ 141 | ||||||
Adjusted payment | € 40,900 | ||||||
Number of employees | employee | 300 | 300 | |||||
Number of Company's shares issued for one Eneti share (in shares) | shares | 3.409 | 3.409 | |||||
Consideration transferred in shares (in shares) | shares | 113,809,868 | 113,809,868 | |||||
Fair value of consideration transferred in shares | € 441,200 | € 441,200 | |||||
Share price (in dollars per share) | kr / shares | € 44.10 | ||||||
Cash consideration | 54,700 | € 54,700 | |||||
Total consideration | 536,881 | 536,881 | |||||
Fair value of cash and cash equivalents acquired | 106,056 | 106,056 | |||||
Net consideration | (10,403) | € (10,403) | |||||
Revenue of acquiree since acquisition date | € 3,400 | ||||||
Net loss of acquiree since acquisition date | € (1,100) | ||||||
Pro forma revenue as if combination occurred at beginning of period | € 234,000 | ||||||
Pro forma net profit as if combination occurred at beginning of period | € (92,000) | ||||||
Total transaction costs | 14,700 | ||||||
Transaction costs recognised as Administrative expenses | 7,700 | ||||||
Transaction costs in relation with Dec 2023 business combination | € 7,000 |
Business combination - Provisio
Business combination - Provisional fair value of identified net assets and goodwill recognised (Details) - Eneti Inc € in Thousands | Dec. 19, 2023 EUR (€) |
Business combination | |
Right-of-use assets | € 1,033 |
Trade and other receivables | 29,408 |
Inventories | 147 |
Prepayments | 3,821 |
Cash and cash equivalents | 106,056 |
Total assets | 581,989 |
Provisions | 6,987 |
Deferred tax liabilities | 10,315 |
Trade and other payables | 40,271 |
Lease liabilities | 1,300 |
Deferred charter hire income | 1,937 |
Current income tax liabilities | 1,217 |
Total liabilities | 62,027 |
Total identifiable net assets at fair value | 519,962 |
Goodwill arising on acquisition | 16,919 |
Purchase price transferred | 536,881 |
Consideration paid in shares | 441,228 |
Net cash purchase price | (10,403) |
Vessel under construction | |
Business combination | |
Property, plant and equipment | 144,219 |
Vessels dry docks | |
Business combination | |
Property, plant and equipment | 296,707 |
Other fixtures and fittings | |
Business combination | |
Property, plant and equipment | € 598 |
Employee Compensation (Details)
Employee Compensation (Details) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 EUR (€) employee item | Dec. 31, 2022 EUR (€) employee | Dec. 31, 2021 EUR (€) employee item | |
Employee Compensation | |||
Wages and salaries | € 31,013 | € 20,566 | € 7,734 |
Employer's contribution to defined contribution plans | 1,971 | 1,584 | 410 |
Share based payment expense | 1,134 | 352 | 360 |
Other short-term benefits | 1,352 | 492 | 147 |
Total employee compensation | € 35,470 | € 22,994 | € 8,651 |
Average number of full time employees | employee | 295 | 232 | 70 |
Number of full time employees at the end of year | employee | 570 | 232 | 206 |
Number of seafarers at the end of year | item | 148 | ||
Capitalized costs | € 1,100 | € 900 | |
Eneti Inc | |||
Employee Compensation | |||
Number of full time employees at the end of year | employee | 99 | ||
Number of seafarers at the end of year | item | 176 | ||
Onshore | Employee compensation | |||
Employee Compensation | |||
Wages and salaries | € 16,957 | 8,873 | € 6,637 |
Employer's contribution to defined contribution plans | 847 | 502 | 350 |
Share based payment expense | 1,134 | 352 | 360 |
Other short-term benefits | 611 | 178 | 145 |
Total employee compensation | € 19,549 | € 9,905 | € 7,492 |
Average number of full time employees | employee | 113 | 70 | 58 |
Employee compensation, bonus paid | € 660 | ||
Offshore | Seafarer payroll | |||
Employee Compensation | |||
Wages and salaries | 14,056 | € 11,693 | € 1,097 |
Employer's contribution to defined contribution plans | 1,124 | 1,082 | 60 |
Other short-term benefits | 741 | 314 | 2 |
Total employee compensation | € 15,921 | € 13,089 | € 1,159 |
Average number of full time employees | employee | 182 | 162 | 12 |
Long Term Incentive Programs (D
Long Term Incentive Programs (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2023 instrument | Aug. 31, 2023 EUR (€) shares € / shares | Aug. 31, 2023 EUR (€) kr / shares | Jan. 31, 2023 EUR (€) shares € / shares | Jan. 31, 2023 EUR (€) kr / shares | May 31, 2022 EUR (€) shares € / shares | May 31, 2022 EUR (€) kr / shares | Jan. 31, 2022 EUR (€) employee shares € / shares | Jan. 31, 2022 EUR (€) kr / shares | Dec. 31, 2023 EUR (€) instrument item € / shares shares | Dec. 31, 2023 USD ($) instrument item shares | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) item | Dec. 31, 2020 EUR (€) | |
Long Term Incentive Programs | ||||||||||||||
Maximum number of months' salary considered for annual cash bonus of Chief Executive Officer | 12 | |||||||||||||
Maximum number of months' salary considered for annual cash bonus of selected employees | 6 | |||||||||||||
Maximum number of months' salary considered for annual cash bonus of other employees | 3 | |||||||||||||
Number of instruments exercisable | instrument | 0 | 0 | 0 | |||||||||||
Programme initiated in January 2022 | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Total value of the RSU allocation | € 394,000 | € 394,000 | ||||||||||||
Total value of the RSU allocation (in dollars per share) | € / shares | € 3.3 | |||||||||||||
Expense recognized for RSUs granted | € 143,000 | € 157,000 | ||||||||||||
Average remaining contractual term of RSUs | 6 months | |||||||||||||
Fair value of options granted | € 160,000 | € 160,000 | ||||||||||||
Fair value of options granted (in dollars per share) | € / shares | € 1.3 | |||||||||||||
Expense recognized for options granted | € 62,000 | € 69,000 | ||||||||||||
Average remaining contractual term of options | 3 years 3 months 18 days | |||||||||||||
Annualized volatility of the shares (in percent) | 48.10% | 48.10% | ||||||||||||
Annual risk free interest rate (in percent) | 1% | 1% | ||||||||||||
Dividend yield | € 0 | |||||||||||||
Average share price (in dollars per share) | € / shares | € 3.7 | |||||||||||||
Programme initiated in January 2022 | Minimum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of RSUs granted | shares | 10,393 | |||||||||||||
Number of options granted | employee | 10,393 | |||||||||||||
Strike price of options granted | kr / shares | € 36.02 | |||||||||||||
Programme initiated in January 2022 | Maximum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of RSUs granted | shares | 55,430 | |||||||||||||
Number of options granted | employee | 55,430 | |||||||||||||
Strike price of options granted | kr / shares | € 38.42 | |||||||||||||
Programme initiated in May 2022 | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Strike price of options granted | kr / shares | kr 40.24 | |||||||||||||
Fair value of options granted | € 761,000 | kr 761,000 | ||||||||||||
Fair value of options granted (in dollars per share) | € / shares | € 1.3 | |||||||||||||
Average remaining contractual term of options | 4 years 3 months 18 days | |||||||||||||
Expense recognized in profit and loss | € 237,000 | |||||||||||||
Annualized volatility of the shares (in percent) | 42.50% | 42.50% | ||||||||||||
Annual risk free interest rate (in percent) | 2.80% | 2.80% | ||||||||||||
Dividend yield | € 0 | |||||||||||||
Average share price (in dollars per share) | € / shares | € 3.7 | |||||||||||||
Programme initiated in May 2022 | Minimum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of options granted | shares | 43,420 | |||||||||||||
Programme initiated in May 2022 | Maximum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of options granted | shares | 221,719 | |||||||||||||
Programme initiated in January 2023 | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Total value of the RSU allocation | € 1,200,000 | € 1,200,000 | ||||||||||||
Total value of the RSU allocation (in dollars per share) | € / shares | € 3 | |||||||||||||
Average remaining contractual term of RSUs | 1 year 6 months | |||||||||||||
Expense recognized in profit and loss | € 498,000 | |||||||||||||
Average share price (in dollars per share) | kr / shares | € 36.56 | |||||||||||||
Programme initiated in January 2023 | Minimum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of RSUs granted | shares | 19,760 | |||||||||||||
Programme initiated in January 2023 | Maximum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of RSUs granted | shares | 130,416 | |||||||||||||
Programme initiated in August 2023 | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Strike price of options granted | kr / shares | kr 45.49 | |||||||||||||
Fair value of options granted | € 2,200,000 | kr 2,200,000 | ||||||||||||
Fair value of options granted (in dollars per share) | € / shares | € 1.8 | |||||||||||||
Average remaining contractual term of options | 5 years 6 months | |||||||||||||
Expense recognized in profit and loss | € 250,000 | |||||||||||||
Annualized volatility of the shares (in percent) | 61% | 61% | ||||||||||||
Annual risk free interest rate (in percent) | 2.68% | 2.68% | ||||||||||||
Dividend yield | $ | $ 0 | |||||||||||||
Average share price (in dollars per share) | € / shares | € 3.7 | |||||||||||||
Programme initiated in August 2023 | Minimum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of options granted | shares | 88,920 | |||||||||||||
Programme initiated in August 2023 | Maximum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of options granted | shares | 385,320 | |||||||||||||
Previous share-based incentive scheme for key employees in connection with IPO | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of shares to be issued | shares | 146,626 | 146,626 | ||||||||||||
Estimated initial cost of incentive | € 504,000 | |||||||||||||
Amount of incentive paid | 734,000 | |||||||||||||
Amount of charge to equity for incentive paid | € 230,000 | |||||||||||||
Previous share-based incentive scheme for key employees in connection with IPO | Minimum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of month's salary considered for incentive to be paid in shares | item | 1 | 1 | ||||||||||||
Previous share-based incentive scheme for key employees in connection with IPO | Maximum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of month's salary considered for incentive to be paid in shares | item | 8 | 8 | ||||||||||||
Previous share-based incentive scheme for key employees for the continuous employment | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Amount reversed in equity for termination of programme | € 167,000 | € 3,000 | ||||||||||||
Previous share-based incentive scheme for key employees for the continuous employment | Minimum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of month's salary considered for incentive to be paid in shares | item | 2 | 2 | ||||||||||||
Previous share-based incentive scheme for key employees for the continuous employment | Maximum | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Number of month's salary considered for incentive to be paid in shares | item | 4 | 4 | ||||||||||||
Previous tiered annual bonus scheme for CEO | ||||||||||||||
Long Term Incentive Programs | ||||||||||||||
Maximum number of months' gross salary considered for annual bonus | item | 8 | |||||||||||||
Number of days from date of filing of the Company's audited accounts considered for determination of share price of annual bonus to be issued | item | 30 |
Long Term Incentive Programs -
Long Term Incentive Programs - Outstanding instruments - Options (Details) | 12 Months Ended | |||
Dec. 31, 2023 Options | Dec. 31, 2023 € / shares | Dec. 31, 2022 shares | Dec. 31, 2022 € / shares | |
Awards granted to executive management | ||||
Number of outstanding instruments - Options | ||||
Outstanding at the beginning | 344,589 | |||
Number of options granted | 622,440 | 344,589 | ||
Outstanding at the end | 967,029 | 344,589 | ||
WAEP of outstanding instruments - Options | ||||
Outstanding at the beginning | € 3.16 | |||
Granted during the year | 3.64 | € 3.16 | ||
Outstanding at the end | 3.47 | 3.16 | ||
Awards granted to other employees | ||||
Number of outstanding instruments - Options | ||||
Outstanding at the beginning | 330,963 | |||
Number of options granted | 563,160 | 330,963 | ||
Outstanding at the end | 894,123 | 330,963 | ||
WAEP of outstanding instruments - Options | ||||
Outstanding at the beginning | 3.15 | |||
Granted during the year | 3.64 | 3.15 | ||
Outstanding at the end | € 3.46 | € 3.15 |
Long Term Incentive Programs _2
Long Term Incentive Programs - Outstanding instruments - RSU (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Awards granted to executive management | ||
Number of outstanding instruments - RSU | ||
Outstanding at the beginning | 55,430 | |
Number of RSUs granted | 189,696 | 55,430 |
Outstanding at the end | 245,126 | 55,430 |
Awards granted to other employees | ||
Number of outstanding instruments - RSU | ||
Outstanding at the beginning | 65,823 | |
Number of RSUs granted | 205,504 | 65,823 |
Outstanding at the end | 271,327 | 65,823 |
Board of Directors and Manage_3
Board of Directors and Management Compensation (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Board of Directors and Management Compensation | |||
Wages, salaries and board fees | € 1,033 | € 863 | € 830 |
Share based payment | 588 | 173 | 164 |
Other short-term benefits | 55 | 36 | 23 |
Cash bonus | 1,155 | 482 | 314 |
Total management compensation | 2,831 | 1,554 | 1,331 |
Board of directors | |||
Board of Directors and Management Compensation | |||
Wages, salaries and board fees | 183 | 180 | 180 |
Total management compensation | 183 | 180 | 180 |
Executive management | |||
Board of Directors and Management Compensation | |||
Wages, salaries and board fees | 850 | 683 | 650 |
Share based payment | 588 | 173 | 164 |
Other short-term benefits | 55 | 36 | 23 |
Cash bonus | 1,155 | 482 | 314 |
Total management compensation | € 2,648 | € 1,374 | € 1,151 |
Finance Income and Expenses (De
Finance Income and Expenses (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Income and Expenses | |||
Foreign currency gain | € 109 | € 3,424 | € 1,795 |
Fair value change of derivative (ineffectiveness) | 363 | ||
Interest income | 1,432 | 244 | |
Finance income | 1,541 | 4,031 | 1,795 |
Interest expense - Interest linked to debt liabilities | 2,851 | 1,351 | 2,727 |
Interest expense - Interest with related parties | 157 | 684 | |
Fair value change of derivative (ineffectiveness) | 765 | ||
Lease liabilities | 25 | 21 | 30 |
Foreign currency loss | 389 | 7,834 | 1,692 |
Bank fees | 456 | 318 | 358 |
Finance expenses | € 4,486 | € 9,681 | € 5,491 |
Finance Income and Expenses - A
Finance Income and Expenses - Additional Information (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finance Income and Expenses | |||
Total interest paid | € 7,143 | € 4,234 | € 3,930 |
Total interest expense | € 1,898 | 923 | € 4,506 |
Additional write off of loan fees | € 1,000 |
Income Taxes - Tax Expense (Det
Income Taxes - Tax Expense (Details) € in Thousands | 12 Months Ended |
Dec. 31, 2021 EUR (€) | |
Income Taxes | |
Utilization of non-recognized tax losses offset against Danish Tonnage Tax expense | € (13) |
Total Income tax expense | € (13) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of deferred tax liabilities, net (Details) € in Thousands | 12 Months Ended |
Dec. 31, 2023 EUR (€) | |
Reconciliation of deferred tax liabilities, net | |
Acquisition of businesses | € 10,321 |
Exchange differences | (130) |
Ending of financial year | € 10,191 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Tax expense attributable to profit is made up of: (Amount) | |||
Accounting profit before income tax | € 11,498 | € 35,541 | € 7,450 |
Adjustment regarding tonnage taxed income | € (11,498) | € (35,541) | (7,450) |
Change in impairment of deferred tax assets in the year | (13) | ||
Income tax expense, reported | (13) | ||
Total Income tax expense | € (13) | ||
Tax expense attributable to profit is made up of: (Rate) | |||
Calculated tax at statutory tax rate in Denmark, 22 % | 22% | 22% | 22% |
Change in impairment of deferred tax assets in the year | 22% | 22% | 22% |
Effective tax rate | 0% | 0% | 0% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Change in Unrecognized Tax Benefits is Reasonable Possible [Line Items] | |||
Utilization of non-recognized tax losses offset | € (13) | ||
Tax losses to be carried forward | € 13,000 | € 13,000 | 12,000 |
Denmark | |||
Significant Change in Unrecognized Tax Benefits is Reasonable Possible [Line Items] | |||
Utilization of non-recognized tax losses offset | 0 | 0 | 13 |
Cyprus | |||
Significant Change in Unrecognized Tax Benefits is Reasonable Possible [Line Items] | |||
Utilization of non-recognized tax losses offset | € 5 | € 5 | € 5 |
Earnings Per Share (EPS) (Detai
Earnings Per Share (EPS) (Details) - EUR (€) € in Thousands, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share (EPS) | |||
Profit attributable to ordinary equity holders of the parent for basic earnings | € 11,498 | € 35,541 | € 7,451 |
Profit attributable to ordinary equity holders of the parent adjusted for the effect of dilution | € 11,498 | € 35,541 | € 7,451 |
Weighted average number of ordinary shares for basic EPS | 201,362 | 163,219 | 131,161 |
Effect of dilution from shared based payments programme | 1,861 | 676 | |
Weighted average number of ordinary shares adjusted for the effect of dilution | 203,223 | 163,895 | 131,161 |
Cash and Bank Balances (Details
Cash and Bank Balances (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash and Bank Balances | ||||
Cash at bank and on hand | € 96,608 | € 19,012 | € 2,308 | € 63,636 |
Trade and Other Receivables (De
Trade and Other Receivables (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Trade and Other Receivables | |||
Trade receivables from non-related parties | € 26,802 | € 17,635 | € 18,424 |
Contract assets | 8,880 | 19,999 | 843 |
Receivables from related parties | 592 | ||
Other receivables | 3,158 | 600 | 1,106 |
Trade and Other Receivables | € 39,432 | € 38,234 | € 20,373 |
Trade and Other Receivables - E
Trade and Other Receivables - Expected credit loss on trade receivables (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Disclosure of Trade And Other Receivables [Line Items] | |||
Trade receivables from non-related parties | € 26,802 | € 17,635 | € 18,424 |
Contract assets | 8,880 | 19,999 | 843 |
Not due | |||
Disclosure of Trade And Other Receivables [Line Items] | |||
Trade receivables from non-related parties | 9,639 | 17,197 | 7,850 |
Contract assets | 8,880 | 19,999 | 843 |
Total | 18,519 | 37,196 | 8,693 |
Overdue 1-30 days | |||
Disclosure of Trade And Other Receivables [Line Items] | |||
Trade receivables from non-related parties | 14,287 | 438 | 8,962 |
Total | 14,287 | 438 | 8,962 |
Overdue 31 to 60 days | |||
Disclosure of Trade And Other Receivables [Line Items] | |||
Trade receivables from non-related parties | 603 | 316 | |
Total | 603 | 316 | |
Overdue +61 days | |||
Disclosure of Trade And Other Receivables [Line Items] | |||
Trade receivables from non-related parties | 2,273 | 1,296 | |
Total | 2,273 | 1,296 | |
Total | |||
Disclosure of Trade And Other Receivables [Line Items] | |||
Trade receivables from non-related parties | 26,802 | 17,635 | 18,424 |
Contract assets | 8,880 | 19,999 | 843 |
Total | € 35,682 | € 37,634 | € 19,267 |
Trade and Other Receivables - A
Trade and Other Receivables - Additional Information (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Trade and Other Receivables | |||
Contract assets | € 8,880 | € 19,999 | € 843 |
Inventories (Details)
Inventories (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventories | |||
Fuel and oil | € 1,836 | € 549 | € 440 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Inventories | |||
Fuel and oil | € 1,836 | € 549 | € 440 |
Prepayments (Details)
Prepayments (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Prepayments | |||
Prepayments | € 9,562 | € 1,699 | € 1,497 |
Intangible Assets (Details)
Intangible Assets (Details) - EUR (€) € in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 19, 2023 | |
Intangible Assets | ||||
Beginning of period | € (419) | € (402) | ||
Exchange differences | (212) | |||
Ending of period | (16,947) | (419) | € (402) | |
Eneti Inc | ||||
Intangible Assets | ||||
Goodwill recognised as of acquisition date | € 16,919 | |||
Cost | ||||
Intangible Assets | ||||
Beginning of period | (662) | |||
Acquisition of businesses | 16,919 | |||
Additions | 31 | |||
Ending of period | (17,400) | (662) | ||
Accumulated depreciation | ||||
Intangible Assets | ||||
Beginning of period | 243 | |||
Depreciation charge | 210 | |||
Ending of period | 453 | 243 | ||
Software | ||||
Intangible Assets | ||||
Beginning of period | (419) | (402) | ||
Ending of period | (240) | (419) | (402) | |
Software | Cost | ||||
Intangible Assets | ||||
Beginning of period | (662) | (434) | ||
Additions | 31 | 228 | 434 | |
Ending of period | (693) | (662) | (434) | |
Software | Accumulated depreciation | ||||
Intangible Assets | ||||
Beginning of period | 243 | 32 | ||
Depreciation charge | 210 | 211 | 32 | |
Ending of period | 453 | € 243 | € 32 | |
Goodwill | ||||
Intangible Assets | ||||
Exchange differences | (212) | |||
Ending of period | (16,707) | |||
Goodwill | Cost | ||||
Intangible Assets | ||||
Acquisition of businesses | 16,919 | |||
Ending of period | € (16,707) |
Property Plant and Equipment (D
Property Plant and Equipment (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant and Equipment | |||
Beginning of financial year | € (606,204) | € (399,087) | |
Impairment of property, plant and equipment | (5,000) | ||
End of financial year | (1,085,632) | (606,204) | € (399,087) |
Cost | |||
Property Plant and Equipment | |||
Beginning of financial year | (648,242) | (419,401) | (256,459) |
Acquisition of businesses | 441,525 | ||
Additions | 73,399 | 228,841 | 162,942 |
Disposals | (8,293) | ||
Exchange differences | (6,654) | ||
End of financial year | (1,148,219) | (648,242) | (419,401) |
Accumulated depreciation and impairment | |||
Property Plant and Equipment | |||
Beginning of financial year | 42,038 | 20,315 | 4,133 |
Depreciation charge | 22,503 | 21,723 | 16,182 |
Disposals | 5,830 | ||
Exchange differences | 1,124 | ||
Impairment of property, plant and equipment | 5,000 | ||
End of financial year | 62,587 | 42,038 | 20,315 |
Vessels | |||
Property Plant and Equipment | |||
Beginning of financial year | (242,712) | (238,520) | |
End of financial year | (507,633) | (242,712) | (238,520) |
Vessels | Cost | |||
Property Plant and Equipment | |||
Beginning of financial year | (282,282) | (258,148) | (255,030) |
Acquisition of businesses | 296,536 | ||
Additions | 227 | 15,105 | 3,118 |
Transfer from assets under construction | 9,029 | ||
Disposals | (8,002) | ||
Exchange differences | (4,683) | ||
End of financial year | (566,360) | (282,282) | (258,148) |
Vessels | Accumulated depreciation and impairment | |||
Property Plant and Equipment | |||
Beginning of financial year | 39,570 | 19,629 | 3,853 |
Depreciation charge | 20,847 | 19,941 | 15,776 |
Disposals | 5,722 | ||
Exchange differences | 968 | ||
Impairment of property, plant and equipment | 5,000 | ||
End of financial year | 58,727 | 39,570 | 19,629 |
Vessels dry docks | |||
Property Plant and Equipment | |||
Beginning of financial year | (7,238) | (1,683) | |
End of financial year | (5,587) | (7,238) | (1,683) |
Vessels dry docks | Cost | |||
Property Plant and Equipment | |||
Beginning of financial year | (9,261) | (1,983) | (1,050) |
Acquisition of businesses | 171 | ||
Additions | 5,281 | 933 | |
Transfer from assets under construction | 1,997 | ||
Disposals | (291) | ||
Exchange differences | (6) | ||
End of financial year | (9,135) | (9,261) | (1,983) |
Vessels dry docks | Accumulated depreciation and impairment | |||
Property Plant and Equipment | |||
Beginning of financial year | 2,023 | 300 | |
Depreciation charge | 1,637 | 1,723 | 300 |
Disposals | 108 | ||
Exchange differences | 4 | ||
End of financial year | 3,548 | 2,023 | 300 |
Other fixtures and fittings | |||
Property Plant and Equipment | |||
Beginning of financial year | (91) | (150) | |
End of financial year | (667) | (91) | (150) |
Other fixtures and fittings | Cost | |||
Property Plant and Equipment | |||
Beginning of financial year | (536) | (536) | (379) |
Acquisition of businesses | 599 | ||
Additions | 3 | 157 | |
Exchange differences | (159) | ||
End of financial year | (979) | (536) | (536) |
Other fixtures and fittings | Accumulated depreciation and impairment | |||
Property Plant and Equipment | |||
Beginning of financial year | 445 | 386 | 280 |
Depreciation charge | 19 | 59 | 106 |
Exchange differences | 152 | ||
End of financial year | 312 | 445 | 386 |
Assets under Construction | |||
Property Plant and Equipment | |||
Beginning of financial year | (356,163) | (158,734) | |
End of financial year | (571,745) | (356,163) | (158,734) |
Assets under Construction | Cost | |||
Property Plant and Equipment | |||
Beginning of financial year | (356,163) | (158,734) | |
Acquisition of businesses | 144,219 | ||
Additions | 73,169 | 208,455 | 158,734 |
Transfer from assets under construction | (11,026) | ||
Exchange differences | (1,806) | ||
End of financial year | € (571,745) | € (356,163) | € (158,734) |
Property Plant and Equipment -
Property Plant and Equipment - Additional Information (Details) € in Thousands, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2023 EUR (€) item | Dec. 31, 2023 EUR (€) item | Dec. 31, 2024 | Dec. 31, 2023 EUR (€) item | Dec. 31, 2022 EUR (€) item | Dec. 31, 2021 EUR (€) item | Dec. 31, 2023 USD ($) | Nov. 30, 2023 USD ($) | Nov. 13, 2023 EUR (€) | Nov. 13, 2023 USD ($) | Nov. 09, 2023 EUR (€) | Nov. 09, 2023 USD ($) | |
Property Plant and Equipment | ||||||||||||
Borrowing costs capitalized | € 7,100 | € 4,200 | ||||||||||
Capitalization rate (in percent) | 5.50% | 5.70% | ||||||||||
Number of vessels evaluated for impairment | item | 2 | |||||||||||
Number of independent evaluations received for vessels evaluated for impairment | item | 2 | |||||||||||
Estimated market value of vessels | € 313,000 | $ 332 | ||||||||||
Percentage by which the estimated market value of vessels exceeds the carrying value | 34% | 34% | ||||||||||
Eneti Inc | ||||||||||||
Property Plant and Equipment | ||||||||||||
Acquisition of businesses | € 441,500 | |||||||||||
Minimum | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | € 377,000 | $ 400 | ||||||||||
Percentage by which the estimated market value of vessels exceeds the carrying value | 67% | 67% | ||||||||||
Maximum | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | € 415,000 | $ 440 | ||||||||||
Percentage by which the estimated market value of vessels exceeds the carrying value | 84% | 84% | ||||||||||
Assets under Construction | ||||||||||||
Property Plant and Equipment | ||||||||||||
Additions for down payments made for installation of vessels and main crane installments | 42,000 | € 11,000 | ||||||||||
Additions for down payments made for installation of vessels | 9,000 | |||||||||||
Assets related to future projects that have not yet started | € 5,700 | 5,700 | ||||||||||
Assets under Construction | Eneti Inc | ||||||||||||
Property Plant and Equipment | ||||||||||||
Acquisition of businesses | 144,000 | |||||||||||
Assets under Construction | BW Group | ||||||||||||
Property Plant and Equipment | ||||||||||||
Guarantee fees | € 7,600 | 7,600 | ||||||||||
P-Class vessels | ||||||||||||
Property Plant and Equipment | ||||||||||||
Additions for down payments made for installation of vessels | 15,400 | € 137,000 | ||||||||||
Number of vessels for which down payments have been made for installation | item | 2 | |||||||||||
A-Class vessels | ||||||||||||
Property Plant and Equipment | ||||||||||||
Additions for down payments made for installation of vessels | 3,800 | € 167,000 | ||||||||||
Number of vessels for which down payments have been made for installation | item | 2 | |||||||||||
O-class vessels | ||||||||||||
Property Plant and Equipment | ||||||||||||
Number of independent evaluations received for vessels evaluated for impairment | item | 2 | |||||||||||
Wind Orca | ||||||||||||
Property Plant and Equipment | ||||||||||||
Additions for instalments made for the main cranes | 16,000 | € 10,700 | € 7,000 | |||||||||
Wind Osprey | ||||||||||||
Property Plant and Equipment | ||||||||||||
Additions for instalments made for the main cranes | 6,800 | € 16,300 | ||||||||||
Operating Vessels Wind Scylla | ||||||||||||
Property Plant and Equipment | ||||||||||||
Acquisition of businesses | 205,879 | |||||||||||
Number of independent evaluations received for vessels evaluated for impairment | item | 2 | |||||||||||
Operating Vessels Wind Scylla | Clarksons | ||||||||||||
Property Plant and Equipment | ||||||||||||
Percentage by which the estimated market value of vessels exceeds the carrying value | 5% | 5% | ||||||||||
Operating Vessels Wind Scylla | Minimum | Clarksons | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | € 203,000 | $ 225 | ||||||||||
Operating Vessels Wind Scylla | Minimum | Evaluation by Pareto | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | € 258,000 | $ 285 | ||||||||||
Percentage by which the estimated market value of vessels exceeds the carrying value | 25% | 25% | ||||||||||
Operating Vessels Wind Scylla | Maximum | Clarksons | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | € 217,000 | $ 240 | ||||||||||
Operating Vessels Wind Scylla | Maximum | Evaluation by Pareto | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | € 267,000 | $ 295 | ||||||||||
Percentage by which the estimated market value of vessels exceeds the carrying value | 29% | 29% | ||||||||||
Wind Zaratan | ||||||||||||
Property Plant and Equipment | ||||||||||||
Acquisition of businesses | € 86,927 | |||||||||||
Number of independent evaluations received for vessels evaluated for impairment | item | 2 | |||||||||||
Wind Zaratan | Clarksons | ||||||||||||
Property Plant and Equipment | ||||||||||||
Percentage by which the estimated market value of vessels exceeds the carrying value | 21% | 21% | 21% | |||||||||
Wind Zaratan | Evaluation by Pareto | ||||||||||||
Property Plant and Equipment | ||||||||||||
Percentage by which the estimated market value of vessels exceeds the carrying value | 10% | 10% | 10% | |||||||||
Wind Zaratan | Minimum | Clarksons | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | € 86,000 | € 86,000 | $ 95 | |||||||||
Wind Zaratan | Minimum | Evaluation by Pareto | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | 86,000 | 86,000 | 95 | |||||||||
Wind Zaratan | Maximum | Clarksons | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | 104,000 | 104,000 | 115 | |||||||||
Wind Zaratan | Maximum | Evaluation by Pareto | ||||||||||||
Property Plant and Equipment | ||||||||||||
Estimated market value of vessels | € 95,000 | € 95,000 | $ 105 | |||||||||
value-in-use | ||||||||||||
Property Plant and Equipment | ||||||||||||
Percentage of yearly increase in revenue considered for determination of value in use | 2% | |||||||||||
WACC (in percent) | 9.50% | 9.50% | 8% | 8.50% | 9.50% | |||||||
Percentage of reasonably possible increase (decrease) in WACC (in percent) | 1% | 1% | 1% | |||||||||
Reasonably possible increase (decrease) in revenue per day | € 20 | |||||||||||
Newbuilds | ||||||||||||
Property Plant and Equipment | ||||||||||||
WACC (in percent) | 9.50% | 9.50% | 8% | 8.50% | 9.50% | |||||||
Percentage of reasonably possible increase (decrease) in WACC (in percent) | 1% | 1% | 1% | |||||||||
Reasonably possible increase (decrease) in revenue per day | € 20 |
Right of Use Assets - Reconcili
Right of Use Assets - Reconciliation Of Changes (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Right of Use Assets | |||
Beginning of financial year | € (287) | € (464) | |
Amortisation charge | 30 | ||
Ending of financial year | (973) | (287) | € (464) |
Cost | |||
Right of Use Assets | |||
Beginning of financial year | (2,145) | (1,572) | (1,572) |
Acquisition of businesses | 1,033 | ||
Exchange differences | (44) | ||
Movement during the year | 573 | ||
Ending of financial year | (3,134) | (2,145) | (1,572) |
Accumulated depreciation | |||
Right of Use Assets | |||
Beginning of financial year | 1,858 | 1,108 | 832 |
Exchange differences | (31) | ||
Amortisation charge | 334 | 750 | 276 |
Ending of financial year | € 2,161 | 1,858 | 1,108 |
Leasehold equipment | |||
Right of Use Assets | |||
Initial term of lease | 13 months | ||
Beginning of financial year | € (83) | ||
Ending of financial year | (83) | ||
Leasehold equipment | Cost | |||
Right of Use Assets | |||
Beginning of financial year | (464) | ||
Movement during the year | 464 | ||
Ending of financial year | (464) | (464) | |
Leasehold equipment | Accumulated depreciation | |||
Right of Use Assets | |||
Beginning of financial year | 381 | ||
Amortisation charge | 83 | 381 | |
Ending of financial year | 464 | 381 | |
Warehouse facilities | |||
Right of Use Assets | |||
Ending of financial year | (385) | ||
Warehouse facilities | Cost | |||
Right of Use Assets | |||
Acquisition of businesses | 421 | ||
Exchange differences | (12) | ||
Ending of financial year | (409) | ||
Warehouse facilities | Accumulated depreciation | |||
Right of Use Assets | |||
Exchange differences | (6) | ||
Amortisation charge | 30 | ||
Ending of financial year | 24 | ||
Office space | |||
Right of Use Assets | |||
Beginning of financial year | (204) | (464) | |
Ending of financial year | (588) | (204) | (464) |
Office space | Cost | |||
Right of Use Assets | |||
Beginning of financial year | (1,681) | (1,572) | (1,572) |
Acquisition of businesses | 612 | ||
Exchange differences | (32) | ||
Movement during the year | 109 | ||
Ending of financial year | (2,261) | (1,681) | (1,572) |
Office space | Accumulated depreciation | |||
Right of Use Assets | |||
Beginning of financial year | 1,477 | 1,108 | 832 |
Exchange differences | (25) | ||
Amortisation charge | 221 | 369 | 276 |
Ending of financial year | € 1,673 | € 1,477 | € 1,108 |
Right of Use Assets - Additiona
Right of Use Assets - Additional information (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Right of Use Assets | |||
Lease liabilities | € 25 | € 21 | € 30 |
Short-term lease expense | 180 | 53 | 34 |
Total cash outflow for all leases excluding variable lease fee | 283 | 728 | 315 |
Repayment of lease liability | 283 | 728 | 315 |
Rental above standby rate | 196 | ||
Cash outflow for leases that are not capitalised | 180 | 53 | 34 |
Total cash outflow for all leases | € 463 | € 781 | € 545 |
Provisions, Trade and Other P_3
Provisions, Trade and Other Payables (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Provisions, Trade and Other Payables | |||
Trade payables | € 8,399 | € 3,979 | € 2,795 |
Other payables | 24,237 | 4,843 | 6,908 |
Total | € 32,636 | € 8,822 | € 9,703 |
Provisions, Trade and Other P_4
Provisions, Trade and Other Payables - Provisions (Details) € in Thousands | 12 Months Ended |
Dec. 31, 2023 EUR (€) | |
Provisions: | |
Acquisition of businesses | € 6,987 |
Exchange differences | (88) |
Ending of financial year | € 6,899 |
Deferred Income Taxes (Details)
Deferred Income Taxes (Details) € in Millions | 12 Months Ended |
Dec. 31, 2023 EUR (€) | |
Deferred Income Taxes | |
Tax value of tax losses to be carried forward | € 13 |
Gross unrecognised deferred tax asset balance | € 490.2 |
Corporate tax rate | 25% |
Net balance | € 135.6 |
Deferred tax assets | € 0 |
Minimum | |
Deferred Income Taxes | |
Term to utilize unused tax losses | 3 years |
Maximum | |
Deferred Income Taxes | |
Term to utilize unused tax losses | 5 years |
Issued Share Capital (Details)
Issued Share Capital (Details) kr / shares in Units, € in Thousands, kr in Thousands | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 EUR (€) shares | Dec. 31, 2023 DKK (kr) kr / shares shares | Dec. 31, 2023 EUR (€) shares | Dec. 31, 2023 DKK (kr) kr / shares shares | Dec. 31, 2022 EUR (€) shares | Dec. 31, 2021 EUR (€) | Jan. 01, 2023 kr / shares | |
Issued Share Capital | |||||||
Issued for capital increase | shares | 311,409,868 | 311,409,868 | |||||
End of financial year | € 41,838 | kr 311,409 | € 41,838 | kr 311,409 | |||
Par value per share | kr / shares | kr 1 | kr 1 | kr 1 | ||||
Share capital | |||||||
Issued Share Capital | |||||||
Beginning of financial year | shares | 138,574 | 138,574 | |||||
End of financial year | shares | 311,409 | 311,409 | 311,409 | 311,409 | 138,574 | ||
Beginning of financial year | € | € 26,575 | € 18,641 | € 18,641 | ||||
End of financial year | € | € 41,838 | € 41,838 | 26,575 | 18,641 | |||
May 2022 for capital increase | |||||||
Issued Share Capital | |||||||
Issued for capital increase | € | 84,752 | ||||||
May 2022 for capital increase | Share capital | |||||||
Issued Share Capital | |||||||
Issued for capital increase | shares | 26,176 | 26,176 | |||||
Issued for capital increase | € | € 0 | 3,518 | € 0 | ||||
October 2022 for capital increase | |||||||
Issued Share Capital | |||||||
Issued for capital increase | € | 98,498 | ||||||
October 2022 for capital increase | Share capital | |||||||
Issued Share Capital | |||||||
Issued for capital increase | shares | 32,850 | 32,850 | |||||
Issued for capital increase | € | € 4,416 | ||||||
December 2023 for capital increase | |||||||
Issued Share Capital | |||||||
Issued for capital increase | shares | 113,809,868 | 113,809,868 | |||||
Issued for capital increase | € 15,263 | kr 113,809 | |||||
Par value per share | kr / shares | kr 1 | kr 1 | |||||
December 2023 for capital increase | Share capital | |||||||
Issued Share Capital | |||||||
Issued for capital increase | shares | 113,809 | 113,809 | |||||
Issued for capital increase | € | € 15,263 |
Issued Share Capital - Addition
Issued Share Capital - Additional Information (Details) kr / shares in Units, € in Thousands, kr in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 EUR (€) shares | Dec. 31, 2023 DKK (kr) shares | Dec. 31, 2023 EUR (€) shares | Dec. 31, 2023 DKK (kr) kr / shares | Jan. 01, 2023 EUR (€) shares | Jan. 01, 2023 DKK (kr) kr / shares shares | |
Issued Share Capital | ||||||
Share capital issued | € 41,838 | € 41,838 | kr 311,409 | € 26,575 | kr 197,600 | |
Number of share capital issued | 197,600,000 | 197,600,000 | ||||
Par value per share | kr / shares | kr 1 | kr 1 | ||||
Issued for capital increase | 311,409,868 | |||||
December 2023 for capital increase | ||||||
Issued Share Capital | ||||||
Par value per share | kr / shares | kr 1 | |||||
Issued for capital increase | € 15,263 | kr 113,809 | ||||
Issued for capital increase | 113,809,868 | 113,809,868 |
Commitments and Pledges - Lease
Commitments and Pledges - Lease commitments (Details) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 EUR (€) m² | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | |
Commitments and Pledges | |||
Future lease payables under non-cancellable value and short-term leases contracted for at the balance sheet date but not recognized as liabilities | € 6,074 | € 62 | € 18 |
Area of office space leased | m² | 5,000 | ||
Biding period | 6 years | ||
Contract amount | € 8,000 | ||
Deposit fee paid for lease contract | 1,000 | ||
Less than 1 year | |||
Commitments and Pledges | |||
Future lease payables under non-cancellable value and short-term leases contracted for at the balance sheet date but not recognized as liabilities | 1,090 | 53 | € 18 |
Between 1 and 2 years | |||
Commitments and Pledges | |||
Future lease payables under non-cancellable value and short-term leases contracted for at the balance sheet date but not recognized as liabilities | € 4,984 | € 9 |
Commitments and Pledges - Pledg
Commitments and Pledges - Pledge of Fixed Assets (Details) € in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Nov. 22, 2022 EUR (€) item | May 09, 2022 item | Jun. 30, 2021 EUR (€) item | Dec. 31, 2023 EUR (€) item | Dec. 31, 2022 EUR (€) | Dec. 31, 2023 EUR (€) borrower item | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Nov. 22, 2022 USD ($) | Jun. 17, 2021 EUR (€) | |
Commitments and Pledges | ||||||||||
Total sum of the contract for building new vessels | € 1,229 | € 1,229 | ||||||||
Wind Osprey & Wind Orca | ||||||||||
Commitments and Pledges | ||||||||||
Total sum of the contract for replacement of cranes | € 83.4 | |||||||||
Sum of contract paid for replacement of cranes | € 15.8 | 27 | € 7 | |||||||
P-Class vessels | ||||||||||
Commitments and Pledges | ||||||||||
Number of newbuilds | item | 2 | |||||||||
Total sum of the contract for building new vessels | € 572 | 572 | 572 | 572 | ||||||
Sum of contract paid for building new vessels | € 14 | € 137 | ||||||||
Total sum of the contract for building new vessels to be paid in USD | 390 | |||||||||
Total sum of the contract for building new vessels to be paid in EUR | € 220 | |||||||||
A-Class vessels | ||||||||||
Commitments and Pledges | ||||||||||
Number of newbuilds | item | 2 | 2 | ||||||||
Total sum of the contract for building new vessels | € 657 | 657 | € 657 | |||||||
Sum of contract paid for building new vessels | € 167 | |||||||||
Total sum of the contract for building new vessels to be paid in USD | $ | $ 495 | |||||||||
Total sum of the contract for building new vessels to be paid in EUR | € 205 | |||||||||
M-Class vessels | ||||||||||
Commitments and Pledges | ||||||||||
Number of newbuilds | item | 2 | |||||||||
Total sum of the contract for building new vessels | € 592 | € 592 | ||||||||
Sum of contract paid for building new vessels | 118 | |||||||||
EUR | ||||||||||
Commitments and Pledges | ||||||||||
Total sum of the contract for building new vessels | 1,821 | 1,821 | ||||||||
EUR | P-Class vessels | ||||||||||
Commitments and Pledges | ||||||||||
Total sum of the contract for building new vessels | 572 | 572 | ||||||||
EUR | A-Class vessels | ||||||||||
Commitments and Pledges | ||||||||||
Total sum of the contract for building new vessels | 657 | 657 | ||||||||
EUR | M-Class vessels | ||||||||||
Commitments and Pledges | ||||||||||
Total sum of the contract for building new vessels | € 592 | € 592 | ||||||||
New RCF | ||||||||||
Commitments and Pledges | ||||||||||
Threshold minimum percentage of voting and/or ordinary shares considered as change of control | 25% | 25% | ||||||||
New RCF | Wind Orca, Wind Osprey, Wind Scylla and Wind Zaratan Vessels | ||||||||||
Commitments and Pledges | ||||||||||
Vessels pledged as security | € 511 | € 511 | ||||||||
P-Class facility | ||||||||||
Commitments and Pledges | ||||||||||
Number of borrowers along with whom the company entered in to the facility | 2 | 2 | ||||||||
Threshold minimum percentage of voting and/or ordinary shares considered as change of control | 25% | 25% |
Commitments and Pledges - Remai
Commitments and Pledges - Remaining instalments for the newbuilds vessels (Details) € in Millions, $ in Millions | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) | Nov. 22, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Dec. 31, 2021 USD ($) | Jun. 30, 2021 EUR (€) |
Commitments and Pledges | |||||||
Total Contract amount translated to EUR | € 1,229 | ||||||
Commitment amount translated to EUR | 925 | ||||||
EUR | |||||||
Commitments and Pledges | |||||||
Contract amount | € 425 | 425 | |||||
Total Contract amount translated to EUR | 1,821 | ||||||
Commitment amount | 174 | 187 | |||||
Commitment amount translated to EUR | 1,385 | ||||||
USD | |||||||
Commitments and Pledges | |||||||
Contract amount | 1,540 | $ 885 | |||||
Commitment amount | 1,340 | 816 | |||||
P-Class Vessels | |||||||
Commitments and Pledges | |||||||
Total Contract amount translated to EUR | 572 | € 572 | € 572 | ||||
Commitment amount translated to EUR | 435 | 435 | |||||
P-Class Vessels | EUR | |||||||
Commitments and Pledges | |||||||
Contract amount | 220 | 220 | 220 | ||||
Total Contract amount translated to EUR | 572 | ||||||
Commitment amount | 69 | 82 | € 82 | ||||
Commitment amount translated to EUR | 421 | ||||||
P-Class Vessels | USD | |||||||
Commitments and Pledges | |||||||
Contract amount | 390 | 390 | $ 390 | ||||
Commitment amount | 390 | 390 | $ 390 | ||||
M-Class vessels | |||||||
Commitments and Pledges | |||||||
Total Contract amount translated to EUR | 592 | ||||||
M-Class vessels | EUR | |||||||
Commitments and Pledges | |||||||
Total Contract amount translated to EUR | 592 | ||||||
Commitment amount translated to EUR | 474 | ||||||
M-Class vessels | USD | |||||||
Commitments and Pledges | |||||||
Contract amount | 655 | ||||||
Commitment amount | 524 | ||||||
A-Class Vessels | |||||||
Commitments and Pledges | |||||||
Total Contract amount translated to EUR | 657 | € 657 | |||||
Commitment amount translated to EUR | 490 | ||||||
A-Class Vessels | EUR | |||||||
Commitments and Pledges | |||||||
Contract amount | 205 | 205 | |||||
Total Contract amount translated to EUR | 657 | ||||||
Commitment amount | 105 | € 105 | |||||
Commitment amount translated to EUR | 490 | ||||||
A-Class Vessels | USD | |||||||
Commitments and Pledges | |||||||
Contract amount | 495 | 495 | |||||
Commitment amount | € 426 | $ 426 |
Financial Risk Management (Deta
Financial Risk Management (Details) € in Thousands, $ in Billions | 12 Months Ended | ||||
Dec. 31, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | |
Currency risk | |||||
Financial Risk Management | |||||
Largest currency exposure | $ | $ 1.3 | ||||
Currency risk | USD | |||||
Financial Risk Management | |||||
Percentage of reasonably possible decrease in exchange rate (in percent) | 10% | 10% | |||
Decrease in result before tax due to reasonably possible decrease in exchange rate | € 4,600 | € 30 | € 80 | ||
Currency risk | GBP | |||||
Financial Risk Management | |||||
Percentage of reasonably possible decrease in exchange rate (in percent) | 10% | 10% | |||
Decrease in result before tax due to reasonably possible decrease in exchange rate | 1,400 | ||||
Interest rate risk | |||||
Financial Risk Management | |||||
EURIBOR interest rate floor (in percent) | 2% | 3.90% | 3.90% | ||
Increase in interest rate profit before tax | € 2,100 | € 1,500 | 715 | ||
Interest rate risk | Maximum | |||||
Financial Risk Management | |||||
EURIBOR interest rate floor (in percent) | 1% | 1% | |||
Interest rate risk | Minimum | |||||
Financial Risk Management | |||||
EURIBOR interest rate floor (in percent) | 0% | 0% | |||
Interest rate risk | Senior Secured Green Revolving Credit Facility | |||||
Financial Risk Management | |||||
EURIBOR interest rate floor (in percent) | 0% | ||||
Credit risk | |||||
Financial Risk Management | |||||
Credit loss allowance for other financial asset at amortized cost | € 0 | € 0 | € 0 |
Financial Risk Management - Mat
Financial Risk Management - Maturity analysis of contract obligation for the construction of the X and F class vessels (Details) € in Millions, $ in Millions | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) |
Financial Risk Management | ||||
Total obligations | € 1,385 | € 962 | ||
USD | ||||
Financial Risk Management | ||||
Total obligations | $ 1,341 | 1,211 | $ 816 | 775 |
EUR | ||||
Financial Risk Management | ||||
Total obligations | 174 | 187 | ||
Less than 1 year | ||||
Financial Risk Management | ||||
Total obligations | 365 | 13 | ||
Less than 1 year | USD | ||||
Financial Risk Management | ||||
Total obligations | 328 | 296 | ||
Less than 1 year | EUR | ||||
Financial Risk Management | ||||
Total obligations | 69 | 13 | ||
Between 1 and 2 years | ||||
Financial Risk Management | ||||
Total obligations | 851 | 256 | ||
Between 1 and 2 years | USD | ||||
Financial Risk Management | ||||
Total obligations | 833 | 752 | 197 | 187 |
Between 1 and 2 years | EUR | ||||
Financial Risk Management | ||||
Total obligations | 99 | 69 | ||
Between 2 and 5 years | ||||
Financial Risk Management | ||||
Total obligations | 169 | 693 | ||
Between 2 and 5 years | USD | ||||
Financial Risk Management | ||||
Total obligations | $ 180 | 163 | $ 619 | 588 |
Between 2 and 5 years | EUR | ||||
Financial Risk Management | ||||
Total obligations | € 6 | € 105 |
Financial Risk Management - M_2
Financial Risk Management - Maturity profile of the financial liabilities (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financial Risk Management | |||
Trade and other payables | € 32,636 | € 8,822 | € 9,703 |
Payables to Related parties | 162 | 89 | 63 |
Lease liabilities | 993 | 279 | 507 |
Debt to credit institutions | 205,572 | 115,002 | 73,075 |
Derivatives | 21,961 | 2,108 | |
Financial liabilities based on contractual undiscounted cash flows | 261,324 | 126,300 | 83,348 |
Less than 1 year | |||
Financial Risk Management | |||
Trade and other payables | 32,636 | 8,822 | 9,703 |
Payables to Related parties | 162 | 89 | 63 |
Lease liabilities | 601 | 279 | 298 |
Debt to credit institutions | 799 | 772 | 28,599 |
Derivatives | 4,004 | ||
Financial liabilities based on contractual undiscounted cash flows | 38,202 | 9,962 | 38,663 |
Between 1 and 2 years | |||
Financial Risk Management | |||
Lease liabilities | 392 | 209 | |
Debt to credit institutions | 14,476 | ||
Derivatives | 5,683 | 1,821 | |
Financial liabilities based on contractual undiscounted cash flows | 6,075 | 1,821 | 14,685 |
Between 2 and 5 years | |||
Financial Risk Management | |||
Debt to credit institutions | 204,773 | 114,230 | 30,000 |
Derivatives | 12,274 | 287 | |
Financial liabilities based on contractual undiscounted cash flows | € 217,047 | € 114,517 | € 30,000 |
Financial Risk Management - Cha
Financial Risk Management - Changes in lease liabilities (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in lease liabilities | |||
Current | € 601 | € 279 | € 298 |
Non-current | 392 | 209 | |
Lease liabilities | |||
Changes in lease liabilities | |||
Beginning balance | 279 | 507 | 792 |
Acquisition of subsidiaries | 1,299 | ||
Exchange differences | (16) | ||
Cash paid for lease obligations | (569) | (228) | (285) |
Ending balance | 993 | 279 | 507 |
Current | 392 | 209 | |
Non-current | € 601 | € 279 | € 298 |
Financial Risk Management - C_2
Financial Risk Management - Change in the debts to credit institutes (Details) - Debt to credit institutes - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Change in the debts to credit institutes | |||
Beginning balance | € (115,002) | € (73,075) | € (73,500) |
Overdraft facility drawn | (16,067) | (8,998) | |
Loans repayment | 115,000 | 65,000 | 10,000 |
Overdraft repayment | 25,065 | ||
New loan | (211,934) | (115,000) | |
New loan interests | 8,262 | 1,541 | |
Write off of loan fees | (1,898) | (923) | |
Others | (1,543) | (577) | |
Ending balance | € (205,572) | € (115,002) | € (73,075) |
Financial Risk Management - M_3
Financial Risk Management - Maturity profile of the derivative financial instruments (Details) € in Thousands, $ in Thousands | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) |
Financial Risk Management | ||||
Derivative financial assets, undiscounted cash flows | € 2,894 | |||
Derivatives | € (19,567) | |||
Derivative financial assets, carrying amount | 1,268 | |||
Derivative financial liabilities, carrying amount | (17,193) | |||
Interest rate swaps with a positive fair value | ||||
Financial Risk Management | ||||
Derivative financial assets, undiscounted cash flows | 5,084 | |||
Derivative financial assets, carrying amount | 3,376 | |||
Interest rate swaps with a negative fair value | ||||
Financial Risk Management | ||||
Derivatives | (14,229) | (370) | ||
Derivative financial liabilities, carrying amount | (11,855) | (287) | ||
Gross settled foreign currency contracts, pay leg (EUR) | ||||
Financial Risk Management | ||||
Derivatives | (183,741) | (183,741) | ||
Gross settled foreign currency contracts, receive leg (USD) | ||||
Financial Risk Management | ||||
Derivative financial assets, undiscounted cash flows | $ | $ 178,403 | $ 181,921 | ||
Derivative financial assets, carrying amount | $ | (5,338) | (1,821) | ||
Less than 1 year | ||||
Financial Risk Management | ||||
Derivative financial assets, undiscounted cash flows | 798 | |||
Derivatives | (305) | |||
Less than 1 year | Interest rate swaps with a positive fair value | ||||
Financial Risk Management | ||||
Derivatives | (305) | |||
Less than 1 year | Interest rate swaps with a negative fair value | ||||
Financial Risk Management | ||||
Derivative financial assets, undiscounted cash flows | 798 | |||
Between 1 and 2 years | ||||
Financial Risk Management | ||||
Derivatives | (8,504) | (662) | ||
Between 1 and 2 years | Interest rate swaps with a positive fair value | ||||
Financial Risk Management | ||||
Derivative financial assets, undiscounted cash flows | 1,158 | |||
Between 1 and 2 years | Interest rate swaps with a negative fair value | ||||
Financial Risk Management | ||||
Derivatives | (3,166) | |||
Between 1 and 2 years | Gross settled foreign currency contracts, pay leg (EUR) | ||||
Financial Risk Management | ||||
Derivatives | (183,741) | (183,741) | ||
Between 1 and 2 years | Gross settled foreign currency contracts, receive leg (USD) | ||||
Financial Risk Management | ||||
Derivative financial assets, undiscounted cash flows | $ | $ 178,403 | $ 181,921 | ||
After 2 years | ||||
Financial Risk Management | ||||
Derivative financial assets, undiscounted cash flows | 3,861 | |||
Derivatives | (11,862) | |||
After 2 years | Interest rate swaps with a positive fair value | ||||
Financial Risk Management | ||||
Derivative financial assets, undiscounted cash flows | 4,231 | |||
After 2 years | Interest rate swaps with a negative fair value | ||||
Financial Risk Management | ||||
Derivatives | € (11,862) | € (370) |
Financial Risk Management - Fai
Financial Risk Management - Fair value measurement hierarchy of the Group's assets and liabilities (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Derivatives | Cash flow hedges | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial asset | € 338 | € 3,013 |
Financial liabilities | (17,937) | (2,108) |
Financial liabilities at fair value through the consolidated statement of profit and loss | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial liabilities | (403) | |
Financial liabilities at fair value through the consolidated statement of profit and loss | Derivatives | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial liabilities | (403) | |
Financial assets at fair value through consolidated statement of profit and loss | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial asset | 363 | |
Financial assets at fair value through consolidated statement of profit and loss | Derivatives | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial asset | 363 | |
Level 2 | Derivatives | Cash flow hedges | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial asset | 338 | 3,013 |
Financial liabilities | (17,937) | (2,108) |
Level 2 | Financial liabilities at fair value through the consolidated statement of profit and loss | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial liabilities | (403) | |
Level 2 | Financial liabilities at fair value through the consolidated statement of profit and loss | Derivatives | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial liabilities | € (403) | |
Level 2 | Financial assets at fair value through consolidated statement of profit and loss | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial asset | 363 | |
Level 2 | Financial assets at fair value through consolidated statement of profit and loss | Derivatives | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Financial asset | € 363 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Movement in the reserve for cash flow for hedging, listed by the hedged risk (Details) € in Thousands | 12 Months Ended | |
Dec. 31, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | |
Derivative Financial Instruments | ||
Hedging ratio | 1 | |
Fair Value change of Cash flow hedges | ||
Cumulative fair value change at the beginning | € 1,343 | |
Fair value adjustment at year-end, net | (18,505) | € 905 |
Interest recycled at year-end, net | (776) | 438 |
Time value adjustment at year-end, net | (3,621) | |
Cumulative fair value change at the end | (21,559) | 1,343 |
Interest rate risk | ||
Fair Value change of Cash flow hedges | ||
Cumulative fair value change at the beginning | 3,163 | |
Cumulative fair value change at the end | (11,790) | 3,163 |
Currency risk | ||
Fair Value change of Cash flow hedges | ||
Cumulative fair value change at the beginning | (1,820) | |
Cumulative fair value change at the end | (6,148) | € (1,820) |
Foreign currency risk - time value | ||
Fair Value change of Cash flow hedges | ||
Cumulative fair value change at the end | € (3,621) |
Derivative Financial Instrume_4
Derivative Financial Instruments - Interest rate risk (Details) - EUR (€) € in Millions | Dec. 31, 2023 | Dec. 23, 2023 | Dec. 07, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Senior Secured Green Revolving Credit Facility | |||||
Fair value measurement hierarchy of the Group's assets and liabilities | |||||
Maximum borrowing capacity | € 310 | ||||
New Debt Facility | |||||
Fair value measurement hierarchy of the Group's assets and liabilities | |||||
Maximum borrowing capacity | € 550 | ||||
P-Class facility | |||||
Fair value measurement hierarchy of the Group's assets and liabilities | |||||
Average fixed rate of swap (in percent) | 3% | ||||
Maximum borrowing capacity | € 425 | € 425 | |||
Interest rate risk | |||||
Fair value measurement hierarchy of the Group's assets and liabilities | |||||
Interest rate floor (in percent) | 3.90% | 2% | |||
Percentage below which the 3M EURIBOR rate is expected to fall due to hedging ineffectiveness | 0% | ||||
Interest rate risk | Interest rate Swap - EURIBOR 3M | |||||
Fair value measurement hierarchy of the Group's assets and liabilities | |||||
Average fixed rate of swap (in percent) | 2.81% | 2.82% | |||
Interest rate risk | Senior Secured Green Revolving Credit Facility | |||||
Fair value measurement hierarchy of the Group's assets and liabilities | |||||
Interest rate floor (in percent) | 0% | ||||
Interest rate risk | New Debt Facility | |||||
Fair value measurement hierarchy of the Group's assets and liabilities | |||||
Maximum borrowing capacity | € 550 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Profile of the nominal amount of the interest rate swaps and the fair values (Details) - EUR (€) € in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Fair value, Asset | € 1,268 | |
Fair value, Liability | € (17,193) | |
Interest rate Swap - EURIBOR 3M | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Fair value, Asset | 3,451 | |
Fair value, Liability | (11,790) | (288) |
Interest rate Swap - EURIBOR 3M | Between 2 and 5 years | ||
Fair value measurement hierarchy of the Group's assets and liabilities | ||
Notional amount | € 555,000 | € 469,375 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Interest rate risk - Movements in the hedging reserve (Details) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Financial Instruments | ||
Cumulative fair value change at the beginning | € 1,343 | |
Cumulative fair value change at the end | (21,559) | € 1,343 |
Interest rate risk | ||
Derivative Financial Instruments | ||
Cumulative fair value change at the beginning | 3,163 | |
Fair value adjustment for the year | (14,177) | 2,725 |
Interest recycled for the year | (776) | 438 |
Cumulative fair value change at the end | € (11,790) | € 3,163 |
Derivative Financial Instrume_7
Derivative Financial Instruments - Foreign currency risk hedging (Details) $ in Millions | 12 Months Ended | |||||
Nov. 22, 2022 item | May 09, 2022 item | Jun. 30, 2021 item | Dec. 31, 2023 USD ($) item | Dec. 31, 2022 item | Dec. 31, 2021 item | |
P-Class vessels | ||||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||||
Number of newbuilds | 2 | |||||
A-Class vessels | ||||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||||
Number of newbuilds | 2 | 2 | ||||
Currency risk | ||||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||||
Average USD:EUR rate | 0.9187 | 0.9187 | ||||
Notional amount | $ | $ 300 | |||||
Total coverage | $ | $ 500 | |||||
Percentage of foreign exchange risk mitigated by the total coverage | 50% | |||||
Currency risk | Zero cost collar contracts | ||||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||||
Number of zero cost collar contracts entered | 6 | |||||
Currency risk | Zero cost collar contracts | Minimum | ||||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||||
Average USD:EUR rate secured by the zero cost collar contract | 0.8695 | |||||
Currency risk | Zero cost collar contracts | Maximum | ||||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||||
Average USD:EUR rate secured by the zero cost collar contract | 0.9466 | |||||
Currency risk | P-Class vessels | ||||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||||
Number of newbuilds | 2 | |||||
Currency risk | A-Class vessels | ||||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||||
Number of newbuilds | 2 |
Derivative Financial Instrume_8
Derivative Financial Instruments - Profile of the nominal amount of the foreign currency forward contracts and option collars and the fair values (Details) € in Thousands, $ in Thousands | Dec. 31, 2023 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 31, 2022 USD ($) |
Fair value measurement hierarchy of the Group's assets and liabilities | ||||
Fair value, Asset | € | € 1,268 | |||
Fair value, Liability | € | € (17,193) | |||
FX forward contracts | ||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||
Fair value, Liability | € | (5,338) | € (1,820) | ||
FX forward contracts | Less than 1 year | ||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||
Notional amount | $ | $ 150,000 | |||
FX forward contracts | Between 1 and 2 years | ||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||
Notional amount | $ | 50,000 | $ 200,000 | ||
Option collars | ||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||
Fair value, Liability | € | € (4,431) | |||
Option collars | Between 1 and 2 years | ||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||
Notional amount | $ | 250,000 | |||
Option collars | Between 2 and 5 years | ||||
Fair value measurement hierarchy of the Group's assets and liabilities | ||||
Notional amount | $ | $ 50,000 |
Derivative Financial Instrume_9
Derivative Financial Instruments - Foreign currency risk hedging - Movements in the hedging reserve (Details) - EUR (€) € in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Financial Instruments | ||
Cumulative fair value change at the beginning | € 1,343 | |
Cumulative fair value change at the end | (21,559) | € 1,343 |
Foreign currency risk and Foreign currency risk - Time value | ||
Derivative Financial Instruments | ||
Cumulative fair value change at the beginning | (1,820) | |
Time value adjustment for the year | (3,621) | |
Cumulative fair value change at the end | (9,769) | (1,820) |
Foreign currency risk and Foreign currency risk - Time value | FX forward contracts | ||
Derivative Financial Instruments | ||
Fair value adjustment for the year | (3,518) | € (1,820) |
Foreign currency risk and Foreign currency risk - Time value | Option collars | ||
Derivative Financial Instruments | ||
Fair value adjustment for the year | € (810) |
Financial Liabilities_ Intere_3
Financial Liabilities: Interest-bearing Loans and Borrowings (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||||||
Dec. 07, 2023 EUR (€) | Nov. 15, 2023 EUR (€) | Jul. 04, 2022 EUR (€) | Jun. 29, 2022 EUR (€) | Nov. 04, 2020 EUR (€) | Dec. 31, 2023 EUR (€) item | Nov. 30, 2023 EUR (€) | Oct. 31, 2023 EUR (€) | Jul. 31, 2022 EUR (€) | Dec. 31, 2023 EUR (€) borrower | Dec. 31, 2022 EUR (€) | Dec. 31, 2021 EUR (€) | Dec. 23, 2023 EUR (€) | Nov. 30, 2023 USD ($) | Jun. 30, 2023 EUR (€) | |
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Proceeds from borrowing net of bank fees | € 199,935,000 | € 113,459,000 | |||||||||||||
Repayment of debt facility | 115,000,000 | 65,000,000 | € 10,000,000 | ||||||||||||
Amount unutilized | € 1,107,000,000 | 1,107,000,000 | |||||||||||||
Finance expense | 4,486,000 | 9,681,000 | € 5,491,000 | ||||||||||||
Remaining percentage of purchase cost of the M-Class Newbuilding to be funded (in percent) | 35% | ||||||||||||||
Maturity date of the Facility in relation to each vessel | 12 years | ||||||||||||||
Additional funding required for the A-Class newbuilds | 450,000,000 | 450,000,000 | |||||||||||||
Eneti Inc | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Repayment of debt facility | € 12,600,000 | ||||||||||||||
Outstanding amount of previous credit facility | 59,400,000 | ||||||||||||||
Senior Secured Green Revolving Credit Facility | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Term loan | 3 years | ||||||||||||||
Notional amount | € 185,000,000 | ||||||||||||||
Maximum borrowing capacity | € 310,000,000 | ||||||||||||||
Proceeds from borrowing net of bank fees | € 115,000,000 | ||||||||||||||
Available borrowing capacity | 150,000,000 | € 150,000,000 | |||||||||||||
Repayment of debt facility | 70,000,000 | ||||||||||||||
Finance expense | € 810,000 | ||||||||||||||
Non-amortizing term loan | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Notional amount | 150,000,000 | ||||||||||||||
Balloon payment to be made as loan repayment | 150,000,000 | ||||||||||||||
Maximum borrowing capacity | € 35,000,000 | ||||||||||||||
Non-amortizing term loan | Senior Secured Green Revolving Credit Facility | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Term loan | 3 years | ||||||||||||||
Term loan from DNB Bank ASA | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Maximum borrowing capacity | 250,000,000 | ||||||||||||||
Repayment of debt facility | € 55,000,000 | ||||||||||||||
Overdraft facility from SpareBank 1 SR-Bank | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Maximum borrowing capacity | € 60,000,000 | ||||||||||||||
Repayment of debt facility | € 25,000,000 | ||||||||||||||
New Debt Facility | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Maximum borrowing capacity | € 550,000,000 | ||||||||||||||
Proceeds from borrowing net of bank fees | 162,000,000 | ||||||||||||||
Available borrowing capacity | 450,000,000 | ||||||||||||||
Repayment of debt facility | € 115,000,000 | ||||||||||||||
Amount unutilized | 343,000,000 | 343,000,000 | |||||||||||||
Finance expense | € 1,800,000 | ||||||||||||||
Interest rate basis (in percent) | 80% | ||||||||||||||
Minimum Free Liquidity, threshold cash and cash equivalents to be available at all times | € 50,000,000 | € 50,000,000 | |||||||||||||
Minimum Free Liquidity, Threshold percentage of gross interest bearing debt | 5% | 5% | |||||||||||||
Threshold minimum Equity Ratio | 35 | 35 | |||||||||||||
Threshold minimum working capital | € 0 | € 0 | |||||||||||||
Maximum percentage of The consolidated net profit for dividends and distributions of new debt facility | 50% | ||||||||||||||
Threshold minimum percentage of voting and/or ordinary shares considered as change of control | 25% | 25% | |||||||||||||
Period to provide written notice for cancelling total commitments and demanding prepayment of all amounts outstanding, upon change of control | 60 days | ||||||||||||||
New Debt Facility | Minimum | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Minimum Free Liquidity, Threshold percentage of gross interest bearing debt | 7.50% | 7.50% | |||||||||||||
Threshold minimum percentage of gross interest bearing debt to be covered by fair market value of vessels | 140% | 140% | |||||||||||||
New Debt Facility | Maximum | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Minimum Free Liquidity, Threshold percentage of gross interest bearing debt | 50% | 50% | |||||||||||||
Threshold minimum percentage of gross interest bearing debt to be covered by fair market value of vessels | 150% | 150% | |||||||||||||
Revolving credit facility, 5 year tenor | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Term loan | 5 years | ||||||||||||||
Maximum borrowing capacity | € 250,000,000 | ||||||||||||||
Revolving credit facility, 18 months tenor | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Term loan | 18 months | ||||||||||||||
Maximum borrowing capacity | € 100,000,000 | ||||||||||||||
Term loan, 8.5 year tenor | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Term loan | 8 years 6 months | ||||||||||||||
Maximum borrowing capacity | € 100,000,000 | ||||||||||||||
Uncommitted guarantee facility | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Maximum borrowing capacity | € 100,000,000 | ||||||||||||||
Amount unutilized | € 55,000,000 | € 55,000,000 | |||||||||||||
Uncommitted guarantee facility | Minimum | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Interest rate basis (in percent) | 0.80% | ||||||||||||||
Uncommitted guarantee facility | Maximum | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Interest rate basis (in percent) | 1.20% | ||||||||||||||
Unsecured Holdco Facility | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Term loan | 5 years | ||||||||||||||
Maximum amount of noncommitted accordion option | € 50,000,000 | ||||||||||||||
Adjustment to interest rate basis (in percent) | 4% | 4% | |||||||||||||
New Credit Facility | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Maximum borrowing capacity | € 436,000,000 | $ 436 | |||||||||||||
Amount unutilized | € 288,000,000 | € 288,000,000 | |||||||||||||
Percentage of purchase cost of the M-Class Newbuilding financed by the Facility (in percent) | 65% | ||||||||||||||
Interest rate basis (in percent) | SOFR | ||||||||||||||
Adjustment to interest rate basis (in percent) | 2.40% | 2.36% | 2.40% | 2.36% | |||||||||||
P-Class Facility | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Term loan | 12 years | ||||||||||||||
Maximum borrowing capacity | € 425,000,000 | € 425,000,000 | € 425,000,000 | ||||||||||||
Amount unutilized | € 425,000,000 | € 425,000,000 | |||||||||||||
Number of subsidiaries along with whom the company entered in to the facility | 2 | 2 | |||||||||||||
Threshold minimum percentage of voting and/or ordinary shares considered as change of control | 25% | 25% | |||||||||||||
P-Class Facility | Minimum | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Adjustment to interest rate basis (in percent) | 0.90% | 0.90% | |||||||||||||
P-Class Facility | Maximum | |||||||||||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||||||||||
Adjustment to interest rate basis (in percent) | 2.40% | 2.40% |
Financial Liabilities_ Intere_4
Financial Liabilities: Interest-bearing Loans and Borrowings - new A - Class newbuilds (Details) € in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Jul. 04, 2022 EUR (€) | Nov. 30, 2023 | Oct. 31, 2023 EUR (€) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | Dec. 31, 2023 USD ($) | Jun. 29, 2022 EUR (€) | |
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Proceeds from borrowing | € 199,935 | € 113,459 | |||||
Committed utilised | 212,000 | ||||||
Committed unused | € 1,107,000 | ||||||
New Debt Facility (RCF) | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Adjustment to interest rate basis (in percent) | 2.36% | 2.40% | 2.40% | ||||
Interest rate basis (in percent) | SOFR | ||||||
Committed utilised | € 162,000 | ||||||
Committed unused | € 288,000 | ||||||
Average IRS rate | 2.70% | 2.70% | |||||
Nominal Amount | 150,000 | ||||||
New Debt Facility - Guarantee | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Committed utilised | € 45,000 | ||||||
Committed unused | € 55,000 | ||||||
New Debt Facility | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Interest rate basis (in percent) | 80% | ||||||
Proceeds from borrowing | € 162,000 | ||||||
Committed utilised | € 207,000 | ||||||
Committed unused | 343,000 | ||||||
P-Class facility | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Committed unused | € 425,000 | ||||||
Average IRS rate | 3% | 3% | |||||
Nominal Amount | 203,000 | ||||||
M-Class facility (USD 436 million) | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Adjustment to interest rate basis (in percent) | 2.40% | 2.40% | |||||
Committed unused | € 394,000 | ||||||
Notional amount | $ | $ 436 | ||||||
Unsecured Holdco Facility | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Adjustment to interest rate basis (in percent) | 4% | 4% | |||||
Committed utilised | € 50,000 | ||||||
Senior Secured Green Revolving Credit Facility | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Proceeds from borrowing | € 115,000 | ||||||
Committed utilised | € 115,000 | ||||||
Notional amount | € 185,000 | ||||||
Non-amortizing term loan | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Notional amount | € 150,000 | ||||||
Minimum | New Debt Facility - Guarantee | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Interest rate basis (in percent) | 0.80% | ||||||
Minimum | P-Class facility | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Adjustment to interest rate basis (in percent) | 0.90% | 0.90% | |||||
Maximum | New Debt Facility - Guarantee | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Interest rate basis (in percent) | 1.20% | ||||||
Maximum | P-Class facility | |||||||
Financial Liabilities: Interest-bearing Loans and Borrowings | |||||||
Adjustment to interest rate basis (in percent) | 2.40% | 2.40% |
Related Party Transactions - Am
Related Party Transactions - Amount paid or received from related parties (Details) - EUR (€) € in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
BW Group Limited | |||
Disclosure of transactions between related parties [line items] | |||
Cost related | € (7,576) | € (5,307) | € (1,853) |
Hafnia Pools Pte Ltd | |||
Disclosure of transactions between related parties [line items] | |||
Cost related | (1,597) | (2,537) | |
Payables | 1 | ||
BW Maritime Pte. Ltd | |||
Disclosure of transactions between related parties [line items] | |||
Cost related | (26) | (3) | |
Payables | 10 | 3 | |
Scorpio Services Holding | |||
Disclosure of transactions between related parties [line items] | |||
Cost related | (17) | ||
Payables | 141 | ||
BW Altor Pte. Ltd | |||
Disclosure of transactions between related parties [line items] | |||
Cost related | (85) | ||
Payables | 85 | ||
Swire Pacific Offshore Holdings Group | |||
Disclosure of transactions between related parties [line items] | |||
Cost related | (157) | (684) | |
Crew hire expenses paid | € (115) | (11,461) | |
Payables | 63 | ||
Management fees paid | € (197) | ||
Scorpio Kamsarmax Pools | |||
Disclosure of transactions between related parties [line items] | |||
Receivables | 136 | ||
Ultramax Pools | |||
Disclosure of transactions between related parties [line items] | |||
Receivables | 456 | ||
Scorpio Commercial Management | |||
Disclosure of transactions between related parties [line items] | |||
Payables | 4 | ||
Scorpio Service Management | |||
Disclosure of transactions between related parties [line items] | |||
Payables | 6 | ||
Scorpio UK | |||
Disclosure of transactions between related parties [line items] | |||
Payables | € 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) | Oct. 31, 2022 EUR (€) | |
Disclosure of transactions between related parties [line items] | ||
Ownership interest | 5% | |
Percentage on crew management fee | 2% | |
Severance costs | $ | $ 20,000 | |
BW Altor | ||
Disclosure of transactions between related parties [line items] | ||
Ownership interest | 19.57% | |
Amount paid | € | € 85,000 | |
Scorpio Holdings | ||
Disclosure of transactions between related parties [line items] | ||
Ownership interest | 12.09% | |
Swire pacific | ||
Disclosure of transactions between related parties [line items] | ||
Ownership interest | 8.51% |
Events After Reporting Period (
Events After Reporting Period (Details) € in Thousands, shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2023 EUR (€) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 EUR (€) | Mar. 22, 2024 EUR (€) | Mar. 07, 2024 EUR (€) | Mar. 06, 2024 EUR (€) | Feb. 15, 2024 EUR (€) shares | Feb. 15, 2024 USD ($) shares | Feb. 15, 2024 kr / shares | Dec. 31, 2023 kr / shares | Dec. 07, 2023 EUR (€) | Jan. 01, 2023 kr / shares | Dec. 31, 2021 EUR (€) | |
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Share price | kr / shares | kr 1 | kr 1 | |||||||||||
Share capital | € 41,839 | € 26,575 | € 154,000 | € 18,641 | |||||||||
Total expected vessel cost | 35% | 35% | |||||||||||
Proceeds from borrowing | € 199,935 | € 113,459 | |||||||||||
New Debt Facility | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Proceeds from borrowing | € 162,000 | ||||||||||||
Maximum borrowing capacity | € 550,000 | ||||||||||||
Transactions costs | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Shares issued | shares | 39.5 | 39.5 | |||||||||||
Share price | kr / shares | kr 44.50 | ||||||||||||
Share capital | $ | $ 166 | ||||||||||||
Transactions costs | Unsecured Holdco Facility | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Maximum borrowing capacity | € 50,000 | ||||||||||||
Increased Funding Commitments | Unsecured Holdco Facility | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Maximum borrowing capacity | € 80,000 | ||||||||||||
Increased Funding Commitments | New Debt Facility | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Credit facility remaining borrowing capacity | € 50,000 | ||||||||||||
Maximum borrowing capacity | 100,000 | ||||||||||||
Increased Funding Commitments | New Debt Facility | Wind Osprey | |||||||||||||
Disclosure of non-adjusting events after reporting period [line items] | |||||||||||||
Process of requesting the utilization of remaining facility amount | € 50,000 |