ZIM INTEGRATED SHIPPING SERVICES LTD.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended |
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to . |
OR
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report |
Commission file number: 001-39937
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
EVP, General Counsel & Company Secretary
-8652170 , +972-4-8652990
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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“
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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 120,149,921 as of December 31, 2022, and 120,184,098 as of March 1, 2023.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐ No ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
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Accelerated Filer ☐
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Non-accelerated Filer ☐
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Emerging growth company
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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
☐ U.S. GAAP
☒ International Financial Reporting Standards as issued by the International Accounting Standards Board
☐ Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
ZIM INTEGRATED SHIPPING SERVICES LTD.
TABLE OF CONTENTS
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Page | ||
| 1 | ||
| 6 | ||
| 7 | ||
| 8 | ||
| 8 | ||
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A. |
Directors and senior management |
8 |
|
B. |
Advisers |
8 |
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C. |
Auditors |
8 |
| 8 | ||
|
A. |
Offer statistics |
8 |
|
B. |
Method and expected timetable |
8 |
| 8 | ||
|
A. |
Selected financial data |
8 |
|
B. |
Capitalization and indebtedness |
8 |
|
C. |
Reasons for the offer and use of proceeds |
8 |
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D. |
Risk factors |
8 |
| 35 | ||
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A. |
History and development of the company |
35 |
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B. |
Business Overview |
36 |
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C. |
Organizational structure |
63 |
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D. |
Property, plant and equipment |
63 |
| 63 | ||
| 64 | ||
| 80 | ||
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A. |
Directors and senior management |
83 |
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B. |
Compensation |
83 |
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C. |
Board practices |
84 |
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D. |
Employees |
91 |
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E. |
Share ownership |
92 |
| 94 | ||
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A. |
Major shareholders |
94 |
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B. |
Related party transactions |
95 |
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C. |
Interests of Experts and Counsel |
102 |
| 102 | ||
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A. |
Consolidated statements and other financial information |
102 |
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B. |
Significant changes |
104 |
| 104 | ||
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A. |
Offering and listing details |
104 |
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B. |
Plan of distribution |
104 |
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C. |
Markets |
104 |
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D. |
Selling shareholders |
104 |
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E. |
Dilution |
104 |
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F. |
Expenses of the issue |
104 |
| 104 | ||
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A. |
Share capital |
104 |
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B. |
Memorandum of association and bye-laws |
104 |
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C. |
Material contracts |
104 |
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D. |
Exchange controls |
104 |
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E. |
Taxation |
104 |
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F. |
Dividends and paying agents |
109 |
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G. |
Statement by experts |
110 |
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H. |
Documents on display |
110 |
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I. |
Subsidiary information |
110 |
| 110 | ||
| 110 | ||
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A. |
Debt securities |
110 |
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B. |
Warrants and rights |
110 |
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C. |
Other securities |
110 |
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D. |
American Depositary Shares |
110 |
| 111 | ||
| 111 | ||
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A. |
Defaults |
111 |
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B. |
Arrears and delinquencies |
111 |
| 111 | ||
| 111 | ||
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A. |
Disclosure Controls and Procedures |
111 |
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B. |
Management’s Annual Report on Internal Control over Financial Reporting |
111 |
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C. |
Attestation Report of the Registered Public Accounting Firm |
112 |
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D. |
Changes in Internal Control over Financial Reporting |
112 |
| 112 | ||
| 112 | ||
| 112 | ||
| 113 | ||
| 113 | ||
| 113 | ||
| 113 | ||
| 114 | ||
| 114 | ||
| 115 | ||
| 115 | ||
| 115 | ||
| 115 | ||
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F-2 | ||
INTRODUCTION
AND USE OF CERTAIN TERMS
We have prepared this Annual Report using a number of conventions, which you should consider when reading
the information contained herein. In this Annual Report, the “Company,” “we,” “us” and “our”
shall refer to ZIM Integrated Shipping Services Ltd., or ZIM.
The following are definitions of certain terms that are commonly used in the shipping industry and in this
Annual Report.
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“alliance” |
A type of a vessel sharing agreement that involves joint operations of fleets of vessels and sharing of
vessel space in multiple trades. |
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“bareboat charter” |
A form of charter where the vessel owner supplies only the vessel, while the charterer is responsible for
crewing the vessel, obtaining insurance on the vessel, the auxiliary vessel equipment, supplies, maintenance and the operation and management
of the vessel, including all costs of operation. The charterer has possession and control of the vessel during a predetermined period
and pays the vessel owner charter hire during that time. |
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“bill of lading” |
A document issued by or on behalf of a carrier as evidence of a contract carriage and is usually considered
as a document of title (transferable by endorsement) and as receipt by the carrier for the goods shipped and carried. The document contains
information relating to the nature and quantity of goods, their apparent condition, the shipper, the consignee, the ports of loading and
discharge, the name of the carrying vessel and terms and conditions of carriage. A house bill of lading is a document issued by a freight
forwarder or non-vessel operating common carrier that acknowledges receipt of goods that are to be shipped and is issued once the goods
have been received. |
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“blank sailing” |
A scheduled sailing that has been cancelled by a carrier or shipping line resulting in a vessel skipping
certain ports or the entire route. |
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“booking” |
Prior written request of a shipper (in a specific designated form) from the carrier setting forth the requested
details of the shipment of designated goods (i.e., a space reservation). |
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“bulk cargo” |
Cargo that is transported unpackaged in large quantities, such as ores, coal, grain and liquids.
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“BWM Convention” |
The International Convention for the Control and Management of Ships’ Ballast Water and Sediments.
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“capacity” |
The maximum number of containers, as measured in TEUs, that could theoretically be loaded onto a container
ship, without taking into account operational constraints. With reference to a fleet, a carrier or the container shipping industry, capacity
is the total TEUs of all vessels in the fleet, the carrier or the industry, as applicable. |
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“cargo manifest” |
A shipping document listing the contents of shipments per bills of lading including their main particulars,
usually used for customs, security, port and terminal purposes. |
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“carrier” |
The legal entity engaged directly or through subcontractors in the carriage of goods for a profit.
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“CERCLA” |
The U.S. Comprehensive Environmental Response Compensation, and Liability Act. |
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“CGU” |
Cash generating unit. |
1
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“charter” |
The leasing of a vessel for a certain purpose at a pre-determined rate for a pre-determined period of time
(where the hire is an agreed daily rate) or for a designated voyage (where the hire is agreed and based on volume/ quantity of goods).
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“classification societies” |
Organizations that establish and administer standards for the design, construction and operational maintenance
of vessels. As a practical matter, vessels cannot operate unless they meet these standards. |
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“conference” |
A grouping of container shipping companies which come together to set a common structure of rates and surcharges
for a specific trade route. |
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“consignee” |
The entity or person named in the bill of lading as the entity or person to whom the carrier should deliver
the goods upon surrendering of the original bill of lading when duly endorsed. |
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“container” |
A steel box of various size and particulars designed for shipment of goods. |
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“containerized cargo” |
Cargo that is transported using standard intermodal containers as prescribed by the International Organization
for Standardization. Containerized cargo excludes cargo that is not transported in such containers, such as automobiles or bulk cargo.
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“customs clearance” |
The process of clearing import goods and export goods through customs. |
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“demurrage” |
The fee we charge an importer for each day the importer maintains possession of a container that is beyond
the scheduled or agreed date of return. |
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“depot” |
Container yards located outside terminals for stacking of containers. |
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“detention” |
A penalty charge which may be imposed by the carrier, the terminal or the warehouse to customers for exceeding
agreed times for returning (merchant’s haulage) or stuffing/stripping (carrier’s haulage) container(s). |
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“dominant leg” |
The direction of shipping on a particular trade with the higher transport volumes. The opposite direction
of shipping is called the “counter-dominant” leg. |
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“drydocking” |
An out-of-service period during which planned repairs and maintenance are carried out, including all underwater
maintenance such as external hull painting. During the drydocking, mandatory classification society inspections are carried out and relevant
certifications issued. |
|
“ECAs” |
Emission Control Areas as defined by Annex VI to the MARPOL Convention. |
|
“end-user” |
A customer who is a producer of the goods to be shipped or an exporter or importer of such goods, in each
case, with whom we have a direct contractual relationship. In contrast, with respect to an indirect customer, we only have a contractual
relationship with a freight forwarder who acts as agent for the producer of the goods to be shipped. |
|
“EPA” |
The U.S. Environmental Protection Agency, an agency of the U.S. federal government responsible for protecting
human health and the environment. |
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“FCL” |
Full Container Load, which refers to cargo shipped in a complete container. |
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“feeder” |
A small tonnage vessel that provides a linkage between ports and long hull vessels or main hub ports and
smaller facility ports, which may be inaccessible to larger vessels. |
2
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“feeder service” |
A line of service that transfers cargo between a central hub port and regional ports for a transcontinental
ocean voyage. |
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“freight forwarder” |
Non-vessel operating common carriers that assemble cargo from customers for forwarding through a shipping
company. |
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“GDP” |
Gross domestic product. |
|
“global orderbook” |
The list of newbuilding orders published by Danish Ship Finance A/S |
|
“hybrid charter” |
A form of charter where the charterer’s responsibility and involvement is more in line with that
of a “bareboat” charter, but the vessel owner retains possession of the vessels and other rights as defined in the charter
party agreement. |
|
“IMO” |
The International Maritime Organization, the United Nations specialized agency with responsibility for
the safety and security of shipping and the prevention of marine pollution by ships. |
|
“IMO 2020 Regulations” |
Global regulations imposed by the IMO, effective January 1, 2020, requiring all ships to burn fuel
with a maximum sulfur content of 0.5%, among other requirements. |
|
“ISM Code” |
International Safety Management Code, an international code for the safe management and operation of ships
and for pollution prevention issued by the IMO applicable to international route vessels and shipping companies (ship management companies,
bareboat charters and shipowners). |
|
“ISPS Code” |
International Ship and Port Facility Security Code, an international code for vessel and port facility
security issued by the IMO applicable to international route vessels. |
|
“JWC” |
The Joint War Committee. |
|
“Kyoto Protocol” |
The Kyoto Protocol to the United Nations Framework Convention on Climate Change. |
|
“LCL” |
Less than a Container Load, which refers to shipments that fill less than a full shipping container and
are grouped with other cargo. |
|
“liner” |
A vessel sailing between specified ports on a regular basis. |
|
“lines” |
A line refers to a route for shipping cargo between sea ports. |
|
“LNG” |
Liquified natural gas. LNG is used as a vessel fuel, and is considered to emit less sulfur oxide, carbon,
and other pollutants than existing conventional vessel fuels. |
|
“logistics” |
A comprehensive, system-wide view of the entire supply chain as a single process, from raw materials supply
through finished goods distribution. All functions that make up the supply chain are managed as a single entity, rather than managing
individual functions separately. |
|
“long-term lease” |
In relation to container leasing, a lease typically for a term which exceeds five years, during which
an agreed leasing rate is payable. |
|
“MARPOL Convention” |
The International Convention for the Prevention of Pollution from Ships. |
|
“MEPC” |
The Marine Environment Protection Committee of the IMO. |
3
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“MTSA” |
The US Maritime Transport Security Act of 2002. |
|
“newbuilding” |
A vessel under construction or on order. |
|
“non-dominant leg”, or “counter- dominant leg” |
The direction of shipping on a particular trade with the lower transport volumes. The opposite direction
of shipping is called the “dominant” leg. |
|
“non-vessel operating common carrier” |
A carrier, usually a freight forwarder, which does not own or operate vessels and is engaged in the provision
of shipping services, normally issuing a house bill of lading. |
|
“off hire” |
A period within a chartering term during which no charter hire is being paid, in accordance with the charter
arrangement, due to the partial or full inability of vessels, owners or crew to comply with charterer instructions resulting in the limited
availability or unavailability of the vessel for the use of the charterer. |
|
“own” |
With respect to our vessels or containers, vessels or containers to which we have title (whether or not
subject to a mortgage or other lien). |
|
“PI” |
Protection and indemnity. |
|
“port state controls” |
The inspection of foreign ships in national ports to verify that the condition of the ship and its equipment
comply with the requirements of international regulations and that the ship is manned and operated in compliance with these rules.
|
|
“reefer” |
A temperature-controlled shipping container. |
|
“regional carrier” |
A carrier who generally focuses on a number of smaller routes within a geographical region or within a
major market, and usually offers direct services to a wider range of ports within a particular market. |
|
“scrapping” |
The process by which, at the end of its life, a vessel is sold to a shipbreaker who strips the ship and
sells the steel as “scrap.” |
|
“scrubbers” |
A type of exhaust gas cleaning equipment utilized by ships to control emissions. |
|
“service” |
A string of vessels which makes a fixed voyage and serves a particular market. |
|
“Shanghai (Export) Containerized Freight Index” |
Composite index published by the Shanghai Shipping Exchange that reflects the fluctuation of spot freight
rates in the export container transport market in Shanghai. The basis period of the composite index is October 16, 2009 and the basis
index is 1,000 points. |
|
“shipper” |
The entity or person named in the bill of lading to whom the carrier issues the bill of lading. |
|
“slot” |
The space required for one TEU on board a vessel. |
|
“slot capacity” |
The amount of container space on a vessel. |
|
“slot charter/hire agreement” |
An arrangement under which one container shipping company will charter container space on the vessel of
another container shipping company. |
|
“slow steaming” |
The practice of operating vessels at significantly less than their maximum speed. |
|
“SOLAS” |
The International Convention for the Safety of Life at Sea, 1974. |
4
|
“SSAS” |
Ship Security Alert Systems. |
|
“STCW” |
The International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, 1978,
as amended. |
|
“stevedore” |
A terminal operator or a stevedoring company who is responsible for the loading and discharging containers
on or from vessels and various other container related operating activities. |
|
“swap agreement” |
An exchange of slots between two carriers, with each carrier operating its own line, while also having
access to capacity on the other shipper’s line. |
|
“terminal” |
An assigned area in which containers are stored pending loading into a vessel or are stacked immediately
after discharge from the vessel pending delivery. |
|
“TEU” |
Twenty-foot equivalent unit, a standard unit of measurement of the volume of a container with a length
of 20 feet, height of eight feet and six inches and width of eight feet. |
|
“time charter” |
A form of charter where the vessel owner charters a vessel’s carry capacity to the charterer for
a particular period of time for a daily hire. During such period, the charterer has the use of vessel’s carrying capacity and may
direct her sailings. The charterer is responsible for fuel costs, port dues and towage costs. The vessel owner is only responsible for
manning the vessel and paying crew salaries and other fixed costs, such as maintenance, repairs, oils, insurance and depreciation.
|
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“trade” |
Trade between an origin group of countries and a destination group of countries. |
|
“UNCITRAL” |
The United Nations Commission on International Trade Law. |
|
|
|
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“U.S. Shipping Act” |
The U.S. Shipping Act of 1984, as amended by the US Ocean Shipping Reform Act of 1998, and the Ocean Shipping
Reform Act of 2022. |
|
“vessel sharing agreement” (VSA) |
An operational agreement between two or more carriers to operate their vessels on a service by swapping
slots on such service and whereby at least two carriers contribute vessels to the service. |
|
“2M Alliance” |
A container shipping alliance comprised of Copenhagen based Maersk Lines Ltd. (Maersk) and Geneva
based Mediterranean Shipping Company (MSC). In January 2023 MSC and Maersk released a joint statement announcing the termination of the
2M Alliance in January 2025. |
5
PRESENTATION
OF FINANCIAL AND OTHER INFORMATION
We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting
Standards Board, or the IASB. None of the financial statements were prepared in accordance with generally accepted accounting principles
in the United States. We present our financial statements in U.S. dollars. We have made rounding adjustments to some of the figures included
in this Annual Report. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures
that precede them.
Items included in our financial statements are measured using the currency of the primary economic environment
in which we operate, the U.S. dollar, or the Functional Currency. Our financial statements and other financial information included in
this Annual Report are presented in U.S. dollars unless otherwise noted. See Note 2(d) of our audited consolidated financial
statements for the year ended December 31, 2022, included elsewhere in this Annual Report.
6
FORWARD-LOOKING
STATEMENTS
We make forward-looking statements in this Annual Report that are subject to risks and uncertainties. These
forward-looking statements include information about possible or assumed future results of our business, financial condition, results
of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,”
“may,” “estimate,” “continue,” “anticipate,” “intend,” “should,”
“plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar
expressions. Forward-looking statements include, but are not limited to, such matters as:
| • |
our expectations regarding general market conditions, including as a result of rising inflation and corresponding increasing interest
rates, the Russia-Ukraine conflict, the COVID‑19 pandemic and other global economic trends; |
| • |
our expectations regarding trends related to the global container shipping industry, including with respect to fluctuations in container
supply, industry consolidation, demand for containerized shipping services, bunker prices, charter/ freights rates, container values and
other factors affecting supply and demand; |
| • |
our plans regarding our business strategy, areas of possible expansion and expected capital spending or operating expenses;
|
| • |
our anticipated ability to obtain additional financing in the future to fund expenditures. |
| • |
our expectation of modifications with respect to our and other shipping companies’ operating fleet and lines, including the
utilization of larger vessels within certain trade zones and modifications made in light of environmental regulations; |
| • |
the expected benefits of our cooperation agreements and strategic partnerships; |
| • |
Formation of new alliances among global carriers, changes in and disintegration of existing alliances and collaborations, including
alliances and collaborations to which we are not a party to; |
| • |
our anticipated insurance costs; |
| • |
our beliefs regarding the availability of crew; |
| • |
our expectations regarding our environmental and regulatory conditions, including changes in laws and regulations or actions taken
by regulatory authorities, and the expected effect of such regulations; |
| • |
our beliefs regarding potential liability from current or future litigation; |
| • |
our plans regarding hedging activities; |
| • |
our ability to pay dividends in accordance with our dividend policy; |
| • |
our expectations regarding our competition and ability to compete effectively; and |
| • |
our ability to effectively handle cyber-security threats and recover from cyber-security incidents. |
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The
forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information
currently available to us. These statements are only estimates based upon our current expectations and projections about future events.
There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially
from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular,
you should consider the risks provided under Item 3.D “Risk factors” in this Annual Report.
You should not rely upon forward-looking statements as predictions of future events. Although we believe
that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity,
performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking
statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly
any forward-looking statements for any reason after the date of this Annual Report, to conform these statements to actual results or to
changes in our expectations.
7
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
A. Directors and senior management
Not applicable.
B. Advisers
Not applicable.
C. Auditors
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
A. Offer statistics
Not applicable.
B. Method and expected timetable
Not applicable.
ITEM 3. KEY INFORMATION
A. Selected financial data
[Reserved]
B. Capitalization
and indebtedness
Not applicable.
C. Reasons
for the offer and use of proceeds
Not applicable.
D. Risk
factors
You should carefully consider the risks and uncertainties described below and the other
information in this annual report before making an investment in our ordinary shares. Our business, financial condition or results of
operations could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our ordinary
shares could decline and you could lose all or part of your investment. This annual report also contains forward-looking statements that
involve risks and uncertainties. See “Forward-Looking Statements.” Our actual results could differ materially and adversely
from those anticipated in these forward-looking statements as a result of certain factors.
8
Summary of Risk Factors
The following is a summary of some of the principal risks we face. The list below is not exhaustive, and
investors should read this “Risk factors” section in full.
| • |
The container shipping industry is dynamic and volatile and has been marked in recent years by instability and uncertainties
as a result of global economic conditions and the many factors that affect supply and demand in the shipping industry, including geopolitical
trends, US-China related trade restrictions, regulatory developments, relocation of manufacturing, logistical bottlenecks in certain location
along the cargo carriage chain, and, recently, the impact of the COVID‑19 pandemic, rising inflation and climbing interest rates
and fluctuations in demand for containerized shipping services which could significantly impact freight rates. |
| • |
The military conflict between Russia and Ukraine or other geopolitical instabilities may cause financial markets to plummet, reduce
global trade, increase bunker prices and may have a material adverse effect on our business, financial condition, results of operations
and liquidity. |
| • |
We charter-in most of our fleet, which makes us more sensitive to fluctuations in the charter market, and as a result of our dependency
on the vessel charter market, our costs associated with chartering vessels are unpredictable and could be, in certain circumstances, high
even when the freight market is in a downward trend. |
| • |
Future imbalance between supply of global container ship capacity and demand may limit our ability to operate our vessels profitably.
|
| • |
Limited or unavailable access to ports and means of land transportation, including due to congestion. |
| • |
Changing trading patterns, trade flows and sharpening trade imbalances, regulatory measures, variable operational costs, such as
container storage costs, terminal costs and land transportation costs, including due to the impact of the COVID-19 pandemic, may increase
our container repositioning costs. If our efforts to minimize our repositioning costs are unsuccessful, it could adversely affect our
business, financial condition and results of operations. |
| • |
Our ability to participate in operational partnerships in the shipping industry remains limited, which may adversely affect our business,
and we face risks related to our strategic cooperation agreement with the 2M Alliance, which, following the joint statement by its members
(MSC and Maersk) announcing the termination of the 2M Alliance in January 2025, will be terminated in January 2025, and can be unilaterally
terminated even earlier by any party to the agreement after an initial period of 18 months (subject to provision of a six month prior
written notice). |
| • |
The container shipping industry is highly competitive, and competition may intensify even further. Certain of our large competitors
may be better positioned and have greater financial resources than us and may therefore be able to offer more attractive schedules, services
and rates, which could negatively affect our market position and financial performance. |
| • |
We may be unable to retain existing customers or may be unable to attract new customers. |
| • |
We are incorporated and based in Israel and, therefore, our results may be adversely affected by political, economic and military
instability in Israel. |
| • |
We face cyber-security risks. |
| • |
Volatile bunker prices, including as a result of environmental regulation (such as the mandatory transfer to low sulfur oil bunker
by the IMO 2020 Regulations), dependency on gas suppliers for LNG operated vessels or other geopolitical and economic events, may have
an adverse effect on our results of operations. |
| • |
We are subject to environmental regulations, and in addition, ESG regulation and reporting requirements have intensified and are
expected to continue to intensify in the future, including without limitation, with respect to the use of cleaner fuel and/or imposition
of vessel speed limits, which could increase our operational costs. |
| • |
The temporary spike in freight rates and related charges during 2020-2021 has resulted in increased scrutiny by regulators around
the world. In particular, the ministry of transportation in China approached several carriers, including the Company, with a request for
information with respect to the charging of customers practices, and filing of charges and changes in charges with the relevant regulators.
In the U.S., the Ocean Shipping Reform Act of 2022 (OSRA) mandates a series of rulemaking projects by the Federal Maritime Commission
(FMC) and requires carriers to immediately implement certain requirements in detention and demurrage invoices, which may affect our ability
to effectively collect these fees from our customers, heighten the risk of civil litigation against us and adversely affect our financial
results. If we are found to be in violation of the applicable regulation, we could be subject to various sanctions, including monetary
sanctions. |
9
Risks related to our business and our industry
We
predominately operate in the container segment of the shipping industry, and the container shipping industry is dynamic and volatile.
Our principal operations are in the container
shipping market and we are significantly dependent on conditions in this market, which are for the most part beyond our control. For example,
our results in any given period are substantially impacted by supply and demand in the container shipping market, which impacts freight
rates, bunker prices, and the prices we pay under the charters for our vessels. Unlike some of our competitors, we do not own any ports
or similar ancillary assets (except for minority ownership rights in a company operating a terminal in Tarragona, Spain). Due to our relative
lack of diversification, an adverse development in the container shipping industry would have a significant impact on our financial condition
and results of operations.
The container shipping industry is dynamic
and volatile and has been marked in recent years by instability and uncertainties as a result of global economic crises and the many conditions
and factors that affect supply and demand in the shipping industry, which include:
| • |
global and regional economic and geopolitical trends, including the short- and long-term impact of the COVID-19 pandemic on the global
economy, armed conflicts (including the Russia-Ukraine conflict), terrorist activities, embargoes, strikes, rising inflation, climbing
interest rates and trade wars; |
| • |
the global supply of and demand for commodities and industrial products globally and in certain key markets, such as China;
|
| • |
developments in international trade, including the imposition of tariffs, the modification of trade agreements between states and
other trade protectionism (for example, in the U.S.-China trade); |
| • |
currency exchange rates; |
| • |
prices of energy resources, including vessel fuels and marine LNG; |
| • |
environmental and other regulatory developments; |
| • |
changes in seaborne and other transportation patterns; |
| • |
changes in the shipping industry, including mergers and acquisitions, bankruptcies, restructurings and alliances; |
| • |
changes in the infrastructure and capabilities of ports and terminals; |
| • |
weather conditions; |
| • |
outbreaks of diseases, including the COVID-19 pandemic; and |
| • |
development of digital platforms to manage operations and customer relations, including billing and services. |
10
As a result of some of these factors,
including cyclical fluctuations in demand and supply, container shipping companies have experienced volatility in freight rates. For example,
the comprehensive Shanghai (Export) Containerized Freight Index (SCFI) increased from 818 points on April 23, 2020, with the global outbreak
of COVID-19, to 5,047 as of December 31, 2021, but since then decreased to 1,108 as of December 30, 2022. Freight rates have significantly
declined in 2022 as a result of reduced demand as well as the easing of both COVID-19 restrictions and congestion in ports. Furthermore,
rates within the charter market, through which we source most of our capacity, may continue to fluctuate significantly based upon changes
in supply and demand for shipping services. The severe shortage of vessels available for hire during 2021 and the first half of 2022 has
resulted in a significant increase of charter rates and longer charter periods dictated by owners. Since September 2022, charter hire
rates have been normalizing, with vessel availability for hire still very low. According to Clarksons Research December 2022 market report,
in 2023 charter hire rates are expected to continue to fall to average or below average historical levels (compared to the exceptional
highs in 2021 and the first half of 2022), as additional capacity that will enter the market is expected to increase pressure on charter
rates. See below – “We charter-in most of our fleet, which makes us more sensitive to fluctuations in the charter market,
and as a result of our dependency on the vessel charter market, the costs associated with chartering vessels are unpredictable.”
As global trends continue to change, it
remains difficult to predict their impact on the container shipping industry and on our business. If we are unable to adequately predict
and respond to market changes, they could have a material adverse effect on our business, financial condition, results of operations and
liquidity.
Global
economic downturns and geopolitical challenges throughout the world could have a material adverse effect on our business, financial condition
and results of operations.
Our business and operating results have
been, and will continue to be, affected by worldwide and regional economic and geopolitical challenges, including global economic downturns.
In particular, the outbreak of the military conflict between Russia and Ukraine has caused an immediate sharp decline in the financial
markets and a sharp increase in energy prices. The continued conflict impedes the global flow of goods, results in product and food shortage,
harms economic growth and places more pressure on already rising inflation. Furthermore, freight movement and supply chains in Ukraine
and neighboring countries have been, and may continue to be, significantly disrupted. Economic sanctions levied on Russia, its leaders
and on Russian oil and oil products may cause further global economic downturns, including additional increases in bunker costs. A further
deterioration of the current conflict or other geopolitical instabilities may cause global markets to plummet, affect global trade, increase
bunker prices and may have a material adverse effect on our business a financial condition, results of operations and liquidity.
Currently, global demand for container
shipping is highly volatile across regions and remains subject to downside risks stemming mainly from factors such as reduction in consumption,
increase of interest rates, remaining government-mandated shutdowns and other COVID-19 pandemic restrictions that still persisted during
2022 (mostly in China), severe hits to the GDP growth of both advanced and developing countries, fiscal fragility in advanced economies,
high sovereign debt levels, highly accommodative macroeconomic policies and persistent difficulties accessing credit. During 2020 the
outbreak of the COVID-19 pandemic resulted in an immediate and sharp decline in economic activity worldwide. From the second half of 2020
market conditions improved with higher demand mainly by heavy consumers’ purchase orders and e-commerce sales. The increase in demand
combined with congestions and bottlenecks in the terminals, led to a temporary significant containers shortage which also resulted in
surge in the freight rates, climbing up to record-breaking levels. Economic recoveries from the COVID-19 pandemic are still uncertain,
vary from each country and are influenced by government economic support measures as well as the remaining COVID-19 policies and restrictions.
According to a report by the International Monetary Fund (IMF) as of January 2023, global growth is expected to fall to 2.9% in 2023 compared
to 3.4% in 2022, but rise to 3.1% in 2024. Global inflation is expected to fall to 6.6% in 2023 and 4.3% in 2024, still above pre-Covid-19
pandemic levels.
The deterioration in the global economy
has caused, and may continue to cause, volatility or a decrease in worldwide demand for certain goods shipped in containerized form. In
particular, if growth in the regions in which we conduct significant operations, including the United States, Asia and the Black Sea,
Europe and Mediterranean regions, slows for a prolonged period and/or there is significant additional deterioration in the global economy,
such conditions could have a material adverse effect on our business, financial condition, results of operations and liquidity.
If these or other global conditions continue
to deteriorate during 2023, global growth may take another downturn and demand in the shipping industry may decrease. Geopolitical challenges
such as rising inflation in the U.S. as well as in other dominant countries, enhanced and other political crises and military conflicts
and further escalation between the U.S. and Russia, trade wars, weather and natural disasters, embargoes and canal closures could also
have a material adverse effect on our business, financial condition and results of operations.
In addition, as a result of weak economic
conditions, some of our customers and suppliers have experienced deterioration of their businesses, cash flow shortages and/or difficulty
in obtaining financing due to, amongst other causes, an increase in interest rates. As a result, our existing or potential customers and
suppliers may delay or cancel plans to purchase our services or may be unable to fulfill their obligations to us in a timely fashion.
11
The global COVID-19 pandemic
has created significant business disruptions and affected our business and may continue to create significant business disruptions and
affect our business in the future.
In March 2020, the World Health Organization
declared the outbreak of novel coronavirus COVID-19 a global pandemic. During the past three years the COVID-19 pandemic has spread globally
and caused high mortality and morbidity rates world-wide, with some geographic regions affected more than others. The COVID-19 pandemic
has significantly impacted the global economy, disrupted global supply chains, created significant volatility and disruption in financial
markets and increased unemployment levels in some of its phases, all of which may become heightened concerns upon additional waves of
infection or future developments. In addition, the pandemic has resulted in temporary closures of many businesses and the institution
of social distancing and sheltering in place requirements in many states and communities. In particular, the State of Israel where our
head office is located has been highly affected by COVID-19, with a high and steady increase in percentage per capita of reported cases
of infected patients, especially with the recent Omicron variant. Since March 2020, and in response to new pandemic waves of COVID-19,
the Government of Israel imposed from time to time certain measures such as restrictions on travel, mandatory quarantines, partial home
confinement and other movement restrictions, reducing staffing of nonessential businesses, restricting public transportation and other
public activities.
Although we are considered an essential
business and therefore enjoy certain exemptions from the restrictions under Israeli regulations, we have voluntary reduced our maximum
permitted percentage of staffing in our offices in order to mitigate the COVID- 19 risks and have therefore relied more on remote connectivity.
Similarly, our sea crews and staff located in offices worldwide have been adversely affected as a result of the COVID-19 pandemic and
may continue to be adversely affected by the pandemic in the future. In addition, since December 2020 the US Food and Drug Administration
FDA issued Emergency Use Authorizations (EUAs) for COVID-19 vaccines applications, launching COVID-19 vaccination campaigns in many countries
worldwide. While certain countries such as the State of Israel, the US and the UK are in advanced stages of the COVID-19 vaccination campaigns,
other countries have been unable to vaccinate their population at the same pace. In addition, as new variants of the virus emerge, there
is no certainty that the vaccines will continue to be effective for all existing and future variants of the virus. We continue to monitor
our operations and government regulations, guidelines and recommendations.
The COVID-19 pandemic has resulted in
reduced industrial activity in various countries around the world, with temporary closures of factories and other facilities such as port
terminals, which led to a temporary decrease in supply of goods and congestion in warehouses and terminals. For example, in January 2020,
the government of China imposed a lockdown during the Chinese New Year holiday which prevented many workers from returning to the manufacturing
facilities, resulting in prolonged reduction of manufacturing and export. Government-mandated shutdowns in various countries have also
temporarily decreased consumption of goods, negatively affecting trade volumes and the shipping industry globally during the first half
of 2020. In China, many of the COVID-19 restrictions and factory lockdowns persisted until December 2022. Moreover, because of COVID-19,
and despite the overall easing of supply chain congestion, we still face risks to our personnel and operations. Such risks include delays
in the loading and discharging of cargo on or from our vessels due to severe congestion at ports and inland supply chains, difficulties
in carrying out crew changes, off hire time due to quarantine regulations, delays and expenses in finding substitute crew members if any
of our vessels’ crew members become infected, delays in drydocking if insufficient shipyard personnel are working due to quarantines
or travel restrictions, difficulties in procuring new containers due to temporary factories’ shutdowns and increased risk of cyber-security
threats due to our employees working remotely. Fear of the virus and the efforts to prevent its spread continue to exert increasing pressure
on the supply-demand balance, which could also put financial pressure on our customers and increase the credit risk that we face in respect
of some of them. Such events have affected our operations and may have a material adverse effect on our business, financial condition
and results of operations. In addition, these and other impacts of the COVID-19 pandemic could have the effect of heightening many of
the other risk factors disclosed in this Annual Report.
12
A decrease in the level of China’s export of goods could have
a material adverse effect on our business.
According to the world shipping council (WSC), the Asia trade regions represent approximately 70% of the
total TEUs of international container trade, and the Intra-Asia trade alone accounts for at least one quarter of the global market. Although
we also operate in many countries in Asia, the Far East and southeast Asia (such as Vietnam, South Korea and Thailand), a significant
portion of our business originates from China and therefore depends on the level of imports and exports to and from China. Trade tensions
between the US and China have intensified in recent years, and trade restrictions have reduced bilateral trade between the US and
China and led to shifts in trade structure and reductions in container trade. For more information on the risks related to US/China trade
restrictions, see “— Our business may be adversely affected by trade protectionism.” Furthermore, as China exports considerably
more goods than it imports, any reduction in or hindrance to China-based exports, whether due to decreased demand from the rest of the
world, an economic slowdown in China, seasonal decrease in manufacturing levels due to the Chinese New Year holiday, factory shutdowns
due to COVID-19 pandemic or other factors, could have a material adverse effect on our business. For instance, in recent years the Chinese
government has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods and national security measures
for Hong Kong which may have the effect of reducing the supply of goods available for export and may, in turn, result in decreased demand
for cargo shipping. In recent years, China has experienced an increasing level of economic autonomy and a gradual shift toward a
“market economy” and enterprise reform. However, many of the reforms implemented, particularly some price limit reforms, are
unprecedented or experimental and may be subject to revision, change or abolition. The level of imports to and exports from China could
be adversely affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and
social conditions or other relevant policies of the Chinese government. Changes in laws and regulations, including with regard to tax
matters, and their implementation by local authorities could affect our vessels calling on Chinese ports and could have a material adverse
effect on our business, financial condition and results of operations.
Imbalance between supply of global container ship capacity and demand
may limit our ability to operate our vessels profitably.
According to Alphaliner, as of December 31, 2022, global container ship capacity was approximately 26 million
TEUs, spread across approximately 5,700 vessels. Furthermore, global container ship capacity is expected to increase by 8.2% in 2023,
with a vessel order book of 7.5 million TEU, the highest since 2010, while demand for shipping services is projected to increase only
by 1.4%, therefore the increase in vessel capacity is expected to be higher than the increase in demand for container shipping. During
the second half of 2020 and in 2021 carriers resumed temporarily halted service lines, performed additional sailings, and reduced the
number of idle vessels to a minimum because of a significant increase in demand and a market shift to consumption of goods over services.
The increased demand for container shipping and inventory restocking during 2021 persisted for a longer period than initially anticipated,
leading to reduced port productivity, disrupted sailing schedule, shortage of trucks, railways and warehousing capacity. Supply chain
disruptions became a factor influencing demand and supply, while concerns regarding the vaccine rates, turnaround in the pandemic, renewed
waves and new variants of the virus continue to pose risk for future worldwide demand. During 2022 demand declined due partially to reduction
in consumption and higher interest rates, while both COVID-19 restrictions and congestion in ports have generally eased.
We endeavor to adapt our vessel fleet capacity to the supply and demand trends. For example, in an attempt
to meet the sharp demand increase during 2021, we have expanded our operated vessel fleet from 87 vessels as of January 1, 2021, to 150
vessels as of December 31, 2022 (including eight purchased secondhand), as well as entered into strategic long term charter transactions.
See “Item 4.B - Business Overview - Our vessel fleet - Strategic chartering agreements”. Responses to changes in market conditions
may be slower as a result of the time required to build new vessels and adapt to market needs and due to shortage of vessels in the charter
market. As shipping companies purchase vessels years in advance of their actual use to address expected demand, vessels may be delivered
during times of decreased demand (or oversupply if other carriers act in kind) or unavailable during times of increased demand, leading
to a supply/demand mismatch. The container shipping industry may face oversupply in the coming years and numerous other factors beyond
our control may also contribute to increased capacity, including deliveries of new, refurbished or converted vessels, as a response to,
amongst other factors, port and canal congestion, any increase in the practice of slow steaming, a reduction in the number of void voyages
and a decrease in the number of vessels that are out of service (e.g., vessels that are laid-up, drydocked, or are otherwise not available
for hire), as well as decreased scrapping levels of older vessels. In the event of overcapacity, there is no guarantee that measures of
blank sailings and redelivery of chartered vessels will prove successful, partially or at all in mitigating the gap between excess supply
and demand. Excess capacity generally depresses freight rates and can lead to lower utilization of vessels, which may adversely affect
our revenues and costs of operations, profitability and asset values. Overcapacity can cause the industry to experience downward pressure
on freight rates and such prolonged pressure could have a material adverse effect on our financial condition, results of operations and
liquidity.
13
Access to ports could be limited or unavailable, including due to
congestion in terminals and inland supply chains, and we may incur additional costs as a result thereof
Global development of new terminals continues to be outpaced by the increase in demand. In addition, the
increasing vessel size of containership newbuilding has forced adjustments to be made to existing container terminals. As such, existing
terminals are coping with high berth utilization and space limitations of stacking yards, which are at near-full capacity. This results
in longer cargo operations times for the vessels and port congestion, which could increase operational costs and have a material adverse
effect on affected shipping lines. Decisions about container terminal expansion and port access are made by national or local governments
and are outside of our control. Such decisions are based on local policies and concerns and the interests of the container shipping industry
may not be considered.
Our access to ports may also be limited or unavailable due to other reasons. As industry capacity and demand
for container shipping continue to grow, we may have difficulty in securing sufficient berthing windows to expand our operations in accordance
with our growth strategy, due to the limited availability of terminal facilities.
Our status as an Israeli company has limited, and may continue to limit, our ability to call on certain
ports. Furthermore, major ports may close for long periods of time due to maintenance, natural disasters, strikes, pandemics, including
COVID-19, or other reasons beyond our control. The COVID-19 pandemic has caused disruptions to global trade and severe congestion at ports
and inland supply chains. Ports and terminals may implement certain measures and work procedures intended to relieve congestion which
may also limit our access to terminals and apply additional costs to us or to our customers. For example, in October 2021 the port of
Los Angeles and the port of Long Beach, California, together with the Biden-Harris Supply Chain Disruptions Task Force, US Department
of Transportation, introduced a new dwell fee to be applied against containers that remained in the terminal longer than a specified permitted
amount of days. While the implementation date of this dwell fee was delayed several times as congestion conditions improved until it was
finally terminated on January 24, 2023, similar congestion related charges have been declared by the port in New York and New Jersey and
the Houston Port Authority in August and September 2022. Although we have taken measures to relieve congestion at these and other ports
and to avoid dwell fee and similar charges, dwell fees or similar charges and other measures may be imposed in additional ports and terminals
in other geographical areas, and we may not be able to recover or mitigate the additional costs by applying similar charges on our customers.
Although port, terminal and inland supply chain congestion generally eased during the second half of 2022, macroeconomic and geopolitical
factors such as accelerating inflation, high energy costs and the Russian-Ukraine conflict may place pressure on terminals to increase
their services rates, thereby increasing our operational costs. We cannot ensure that our efforts to secure sufficient port access will
be successful. Any of these factors may have a material adverse effect on our business, financial condition and results of operations.
Changing trading patterns, trade flows and sharpening trade imbalances
may adversely affect our business, financial condition and results of operations.
Our TEUs carried can vary depending on the balance of trade flows between different world regions. For
each service we operate, we measure the utilization of a vessel on the “strong,” or dominant, leg, as well as on the “weak,”
or counter-dominant, leg by dividing the actual number of TEUs carried on a vessel by the vessel’s effective capacity. Utilization
per voyage is generally higher when transporting cargo from net export regions to net import regions (the dominant leg). Considerable
expenses may result when empty containers must be transported on the counter-dominant leg. We seek to manage the container repositioning
costs that arise from the imbalance between the volume of cargo carried in each direction by utilizing our global network to increase
cargo on the counter-dominant leg and by triangulating our land transportation activities and services. If we are unable to successfully
match demand for container capacity with available capacity in nearby locations, we may incur significant balancing costs to reposition
our containers in other areas where there is demand for capacity. It is not guaranteed that we will always be successful in minimizing
the costs resulting from the counter-dominant leg trade, which could have a material adverse effect on our business, financial condition
and results of operations. Furthermore, sharpening imbalances in world trade patterns — rising trade deficits of net import
regions in relation to net export regions — may exacerbate imbalances between the dominant and counter-dominant legs of our
services. This could have a material adverse effect on our business, financial condition and results of operations.
14
Our ability to participate in operational partnerships in the shipping
industry is limited, which may adversely affect our business, and we or the 2M Alliance, which recently announced its termination in January
2025, can unilaterally terminate the agreement earlier than January 2025 by providing a six month prior written notice following a period
of 12 months from April 2022, the effective date of the agreement
The container shipping industry has experienced a reduction in the number of major carriers, and until
recently, a continuation and increase of the trends of strategic alliances and partnerships among container carriers, which can result
in more efficient and better coverage for shipping companies participating in such arrangements. For example, in 2016 CSCL was acquired
by COSCO, APL-NOL was acquired by CMA CGM, United Arab Shipping Company merged with Hapag-Lloyd and Hanjin Shipping exited the market
as a result of a bankruptcy, during 2017, Hamburg Sud was acquired by Maersk, three large Japanese carriers, K-Line, MOL and NYK merged
into ONE and OOCL was acquired by COSCO, and in April 2020, Hyundai Merchant Marine (HMM) consummated the termination of its strategic
cooperation with 2M and joined THE Alliance. Past consolidation in the industry has affected the existing strategic alliances between
shipping companies. For example, the Ocean Three alliance, which consisted of CMA CGM Shipping, United Arab Shipping Company and China
Shipping Container Lines, was terminated in 2019 and replaced by the Ocean Alliance, consisting of COSCO Shipping Group (including China
Shipping and OOCL), CMA CGM Shipping Group (including APL) and Evergreen Marine. In January 2023 the 2M Alliance members, MSC and Maersk,
announced that the 2M Alliance will be terminated in January 2025, and it is not yet known how this will affect other existing alliances,
if at all.
We are currently not party to any strategic alliances and therefore have not been able to achieve the benefits
associated with being a member of such an alliance. If, in the future, we would like to enter into a strategic alliance but are unable
to do so, we may be unable to achieve the cost and other synergies that can result from such alliances. However, we are party to operational
partnerships with other carriers in some of the trade zones in which we operate, including a strategic operational agreement with the
2M Alliance, and may seek to enter into additional operational partnerships or similar arrangements with other shipping companies or local
operators, partners or agents.
In September 2018, we entered into a strategic operational cooperation agreement with the 2M Alliance in
the Asia-USEC trade zone, which was expanded to additional services in other trades between 2019-2022. In April 2022 we amended our agreement
with the 2M Alliance to extend the existing collaboration agreements on the Asia- USEC and Asia-USGC, as well as launched two independent
services on the Asia-Mediterranean and Pacific Northwest trades, replacing our cooperation with the 2M Alliance on those trades. In accordance
with the 2M Alliance announcement, the 2M Alliance will terminate in January 2025. Furthermore, under our new collaboration agreement
with the 2M which went into effect in April 2022, we or the 2M Alliance may terminate the agreement earlier than January 2025, after the
first 12 months of the agreement term (by providing a six-month prior written notice following a 12-month period from the effective date
of the agreement). For additional information on our strategic operational cooperation with the 2M Alliance, see “Item 4.B - Business
Overview — Our operational partnerships.” The termination of our existing operational agreements, including with the 2M Alliance,
or any future cooperation agreement we may enter into, could adversely affect our business, financial condition and results of operations.
These strategic cooperation agreements and other arrangements could also reduce our flexibility in decision
making in the covered trade zones, and we are subject to the risk that the expected benefits of the agreements may not materialize. Furthermore,
in other trade zones in which other alliances operate, we are still unable to benefit from the economies of scale that many of our competitors
are able to achieve through participation in strategic arrangements (i.e., strategic alliances or operational agreements). Our status
as an Israeli company has limited, and may continue to limit, our ability to call on certain ports and has therefore limited, and may
continue to limit, our ability to enter into alliances or operational partnerships with certain shipping companies. In addition, our existing
collaboration with the 2M Alliance may limit our ability to enter into alliances or other certain operational agreements. If we are not
successful in expanding or entering into additional operational partnerships which are beneficial to us, this could adversely affect our
business.
Our business may be adversely affected by trade protectionism in
the markets that we serve, particularly in China
Our operations are exposed to the risk of increased trade protectionism. Governments may use trade barriers
in an effort to protect their domestic industries against foreign imports, thereby further depressing demand for container shipping services.
In recent years, increased trade protectionism in the markets that we access and serve, particularly in China, where a significant
portion of our business originates, has caused, and may continue to cause, increases in the cost of goods exported and the risks associated
with exporting goods as well as a decrease in the quantity of goods shipped. In November 2020 China and additional 15 countries in
the Asia-Pacific region entered into the largest free trade pact, the RCEP Regional Comprehensive Economic Partnership), which is expected
to strengthen China’s position on trade protectionism related matters. China’s import and export of goods may continue to
be affected by trade protectionism, specifically the ongoing U.S.-China trade dispute, which has been characterized by escalating trade
barriers between the U.S. and China as well as trade relations among other countries. These risks may have a direct impact on demand in
the container shipping industry. In January 2020 China and the U.S. reached an agreement aimed at easing the trade war. However, there
is no assurance that further escalation will be avoided.
15
The U.S. administration has advocated greater restrictions on trade generally and significant increases
on tariffs on certain goods imported into the United States, particularly from China and has taken steps toward restricting trade in certain
goods. China and other countries have retaliated in response to new trade policies, treaties and tariffs implemented by the United States.
China has imposed significant tariffs on U.S. imports since 2018. Such trade escalations have had, and may continue to have, an adverse
effect on manufacturing levels, trade levels and specifically, may cause an increase in the cost of goods exported from Asia Pacific and
the risks associated with exporting goods from the region. Such increases may also affect the quantity of goods to be shipped, shipping
time schedules, voyage costs and other associated costs. Further, increased tensions may adversely affect oil demand, which would have
an adverse effect on shipping rates. They could also result in an increased number of vessels sailing from China with less than their
full capacity being met. These restrictions may encourage local production over foreign trade which may, in turn, affect the demand for
maritime shipping. In addition, there is uncertainty regarding further trade agreements such as with the EU, trade barriers or restrictions
on trade in the United States. Any increased trade barriers or restrictions on trade may affect the global demand for our services and
could have a material adverse effect on our business, financial condition and results of operations.
The container shipping industry is highly competitive and competition
may intensify even further, which could negatively affect our market position and financial performance.
We compete with a large number of global, regional and niche container shipping companies, including, for
example, Maersk, MSC, COSCO Shipping, CMA CGM S.A., Hapag-Lloyd AG, ONE and Yang Ming Marine Transport Corporation to provide transport
services to customers worldwide. In each of our key trades, we compete primarily with global container shipping companies. The cargo shipping
industry is highly competitive, with the top three carriers in terms of global capacity — A.P. Moller-Maersk Group, Mediterranean
Shipping Company and CMA CGM — accounting for approximately 46.3% of global capacity, and the remaining carriers together contributing
less than 53.7% of global capacity as of December 31, 2022, according to Alphaliner. Certain of our large competitors may be better positioned
and have greater financial resources than us and may therefore be able to offer more attractive schedules, services and rates. Some of
these competitors operate larger fleets with larger vessels and with higher vessel ownership levels than us and may be able to gain market
share by supplying their services at aggressively low freight rates for a sustained period of time. In addition, mergers and acquisition
activities within the container shipping industry in recent years have further concentrated global capacity with certain of our competitors.
See “— Our ability to participate in operational partnerships in the shipping industry is limited, which may adversely affect
our business, and we or the 2M Alliance, which recently announced its termination in January 2025, can unilaterally terminate the agreement
earlier than January 2025 by providing a six month prior written notice following a period of 12 months from April 2022, the effective
date of the agreement.” If one or more of our competitors expands its market share through an acquisition or secures a better position
in an attractive niche market in which we operate or intend to enter, we could lose market share as a result of increased competition,
which in turn could have a material adverse effect on our business, financial condition and results of operations.
We may be unable to retain existing customers or may be unable to
attract new customers.
Our continued success requires us to maintain our current customers and develop new relationships. We cannot
guarantee that our customers will continue to use our services in the future or at the current level. We may be unable to maintain or
expand our relationships with existing customers or to obtain new customers on a profitable basis due to competitive dynamics, especially
in periods of market downturn. In addition, as some of our customer contracts are longer-term in nature (up to one year), if market freight
rates increase, we may not be able to adjust the contractually agreed rates to capitalize on such increased freight rates until the existing
contracts expire, while if freight rates decline below the agreed contract terms we may face pressure from our customers to adjust the
contract rates to the prevailing market rates. Upon the expiration of our existing contracts, we cannot assure you that our customers
will renew the contracts on favorable terms, or if at all, or that we will be able to attract new customers. Any adverse effect would
be exacerbated if we lose one or more of our significant customers. In 2022, our 10 largest customers represented approximately 16% of
our freight revenues and our 50 largest customers represented approximately 31% of our freight revenues. Although we believe we currently
have a diversified customer base, we may become dependent upon a few key customers in the future, especially in particular trades, such
that we would generate a significant portion of our revenue from a relatively small number of customers. Any inability to retain or replace
our existing customers may have a material adverse effect on our business, financial condition, and results of operations.
16
Technological developments which affect global trade flows and supply
chains are challenging some of our largest customers and may therefore affect our business and results of operations.
By reducing the cost of labor through automation and digitization and empowering consumers to demand goods
whenever and wherever they choose, technology is changing the business models and production of goods in many industries, including those
of some of our largest customers. Consequently, supply chains are being pulled closer to the end-customer and are required to be more
responsive to changing demand patterns. As a result, fewer intermediate and raw inputs are traded, which could lead to a decrease in shipping
activity. If automation and digitization become more commercially viable and/or production becomes more regional or local, total containerized
trade volumes would decrease, which would adversely affect demand for our services. Supply chain disruptions caused by COVID-19, rising
tariff barriers and environmental concerns also accelerate these trends.
We rely on third-party contractors and suppliers, as well as our
partners and agents, to provide various products and services and unsatisfactory or faulty performance of our contractors, suppliers,
partners or agents could have a material adverse effect on our business.
We engage third-party contractors, partners and agents to provide services in connection with our business.
An important example is our chartering-in of vessels from ship owners, whereby the ship owner is obligated to provide the vessel’s
crew, insurance and maintenance along with the vessel. Another example is our carriers partners whom we rely on for their vessels and
service to deliver cargo to our customers, as well as third party agencies who serve as our local agents in specific locations. Disruptions
caused by third-party contractors, partners and agents could materially and adversely affect our operations and reputation.
Additionally, a work stoppage at any one of our suppliers, including our land transportation suppliers,
could materially and adversely affect our operations if an alternative source of supply were not readily available. Also, we outsource
part of our back-office functions to a third-party contractor. The back-office support center may shut down due to various reasons beyond
our control, which could have an adverse effect on our business. There can be no assurance that the products delivered and services rendered
by our third-party contractors and suppliers will be satisfactory and match the required quality levels. Furthermore, major contractors
or suppliers may experience financial or other difficulties, such as natural disasters, terror attacks, failure of information technology
systems or labor stoppages, which could affect their ability to perform their contractual obligations to us, either on time or at all.
Any delay or failure of our contractors or suppliers to perform their contractual obligations to us could have a material adverse effect
on our business, financial condition, results of operations and liquidity.
A shortage of qualified sea and shoreside personnel could have an
adverse effect on our business and financial condition.
Our success depends, in large part, upon our ability to attract and retain highly skilled and qualified
personnel, particularly seamen and coast workers who deal directly with activities related to vessel operation and sailing. In crewing
our vessels, we require professional and technically skilled employees with specialized training who can perform physically demanding
work on board our vessels. As the worldwide container ship fleet continues to grow, the demand for skilled personnel has been increasing,
which has led to a shortfall of such personnel. An inability to attract and retain qualified personnel as needed could materially impair
our ability to operate, or increase our costs of operations, which could adversely affect our business, financial condition, results of
operations and liquidity. Furthermore, due to the COVID‑19 pandemic, the shipping industry as a whole is experiencing difficulties
in carrying out crew changes, which could impede our ability to employ qualified personnel.
Risks related to operating our vessel fleet
We charter-in most of our fleet, which makes us more sensitive to
fluctuations in the charter market, and as a result of our dependency on the vessel charter market, the costs associated with chartering
vessels are unpredictable.
We charter-in most of our fleet. As of December 31, 2022, of the 150 vessels through which we provide transport
services globally, 141 are chartered (including 136 vessels accounted as right-of-use assets under the accounting guidance of IFRS 16
and 4 vessels accounted under sale and leaseback refinancing agreements), which represents a percentage of chartered vessels that is significantly
higher than the industry average of 45.3% (according to Alphaliner). Any rise in charter hire rates could adversely affect our results
of operations.
17
While there have been fluctuations in the demand in the container shipping market, during 2021 and the
first half of 2022, charter demand was very high for all vessel sizes, leading to an imbalance in supply and demand and a shortage of
vessels available for hire, increased charter rates and longer charter periods dictated by owners, and we have taken steps to increase
our vessel capacity in response. See “Item 4.B - Business Overview – Our vessel fleet”. Since September 2022, charter
hire rates have been normalizing with vessel availability for hire still very low. According to Clarksons Research, charter hire rates
are expected to continue to fall to average or below average historical levels in 2023 (compared to the highs of 2021 and first half of
2022).
We are a party to a number of other long-term charter agreements and may enter into additional long-term
agreements based on our assessment of current and future market conditions and trends. As of December 31, 2022, 80.9% of our chartered-in
vessels (or 83.1% in terms of TEU capacity) have a remaining charter period that exceeds one year, and we may be unable to take full advantage
of short-term reductions in charter hire rates with respect to such longer-term charters. In addition, in the future we may substitute
a short-term charter of one year or less with a long-term charter exceeding one year, which could cause our costs to increase quickly
compared to competitors with longer-term charters or owned vessels. To the extent we replace vessels that are chartered-in under short-term
leases with vessels that are chartered-in under long- term leases or that are owned by us, the principal amount of our long-term contractual
obligations would increase. There can be no assurance that the terms of any such long- term leases will be favorable to us in the long
run.
We may face difficulties in chartering or owning enough vessels
in the future, including large vessels, to support our growth strategy due to the possible shortage of vessel supply in the market.
Charter rates for container and car carrier vessels are volatile. If we are unable in the future to charter
vessels of the type and size needed to serve our customers efficiently on terms that are favorable to us, if at all, this may have a material
adverse effect on our business, financial condition, results of operations and liquidity. Furthermore, container shipping companies
have been incorporating, and are expected to continue to incorporate, larger, more economical vessels into their operating fleets. The
cost per TEU transported on large vessels is less than the cost per TEU for smaller vessels as, among other factors, larger vessels provide
increased capacity and fuel efficiency per carried TEU. As a result, carriers are encouraged to deploy large vessels, particularly within
the more competitive trades. According to Alphaliner, vessels in excess of 12,500 TEUs represented approximately 69% of the current global
orderbook based on TEU capacity as of December 31, 2022, and approximately 35% of the global fleet based on TEU capacity will consist
of vessels in excess of 12,500 TEUs by December 31, 2023. Furthermore, a significant introduction of large vessels, including very large
vessels in excess of 18,000 TEUs, into any trade, will enable the transfer of existing, large vessels to other shipping lines on which
smaller vessels typically operate. Such transfer, which is referred to as “fleet cascading,” may in turn generate similar
effects in the smaller trades in which we operate. Other than our strategic agreement with Seaspan Corporation for the long-term charter
of ten 15,000 TEU LNG dual-fuel container vessels (see “Item 4.B - Business Overview - Our vessel fleet - Strategic chartering agreements”),
we do not currently have additional agreements in place to procure or charter-in large container vessels (in excess of 12,500 TEU), and
the continued deployment of larger vessels by our competitors will adversely impact our competitiveness if we are not able to charter-in,
acquire or obtain financing for such vessels on attractive terms or at all. This risk is further exacerbated as a result of our difficulties
faced in participating in certain alliances and thereby accessing larger vessels for deployment. Even if we are able to acquire or charter-in
larger vessels, we cannot assure you we will be able to achieve utilization of our vessels necessary to operate such vessels profitably.
Rising energy and bunker prices (including LNG) may have an adverse
effect on our results of operations.
Fuel and energy expenses, in particular bunker expenses, represent a significant portion of our operating
expenses, accounting for 30.1%, 18.9% and 12.8% of our operating expenses and cost of services for the years ended December 31, 2022,
2021 and 2020, respectively. Bunker price moves in close interdependence with crude oil prices, which have historically exhibited significant
volatility. Crude oil prices are influenced by a host of economic and geopolitical factors that are beyond our control, particularly economic
developments in emerging markets such as China and India, the US-China trade war, the Russian-Ukraine conflict and sanctions enacted on
seaborne imports of Russian crude oil and petroleum product, concerns related to the global recession and financial turmoil, rising
inflation, interest rates fluctuations, policies of the Organization of the Petroleum Exporting Countries (OPEC) and other oil producing
countries and production cuts, sanctions on Iran by the US, consumption levels of other transportation industries such as the aviation,
rail and car industries, and ongoing political tensions and acts of terror in key production countries such as Libya, Nigeria and Venezuela.
Crude oil prices have decreased significantly from annual level of $64 per barrel in 2019 to an average price of $42 per barrel in 2020,
due in part to decreased demand as a result of the COVID-19 pandemic and the changing dynamics among OPEC+ members, however, during 2021
crude oil prices have increased to an annual average of $71 per barrel. The recent military conflict between Russia and Ukraine led to
an immediate increase in bunker prices, and bunker prices may increase even further if this conflict continues. In 2022, the price of
crude oil further increased to an average price of $100 per barrel.
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In accordance with our ESG strategy and strategic long-term charter agreements (See “Item 4.B - Business
Overview – Our vessel fleet – Strategic chartering agreements”), we expect 28 LNG dual fuel container vessels to be
delivered to us during 2023-2024. In August 2022 we have announced the signing of a ten-year marine LNG sale and purchase agreement with
Shell NA LNG, LLC, or Shell, to supply LNG to our operated ten 15,000 TEU LNG vessels chartered from Seaspan, to be deployed on ZIM’s
Container Service Pacific (ZCP) on the Asia-USEC trade. In accordance with the agreement, Shell agreed to sell and deliver, and we agreed
to purchase and accept, LNG in quantities, quality, specifications, and prices as specified in the agreement. The agreement is for a period
of ten years from the date of the first bunkering operation executed by the parties. This agreement may be terminated with immediate effect
by either party in the event of a material breach by the other party that has not been cured within 30 days of written notice thereof.
This sale and purchase agreement is estimated by us to be valued at more than one billion U.S dollars for its ten-year term. If this agreement
is terminated (due to a breach of either party), we may not be able to supply our 15,000 TEU long termed chartered vessels with enough
of LNG fuel required for their operation, and we will need to shift back to crude oil-based fuels, and alternatively, we may be required
to buy LNG at the then market terms, which could be on worse terms for us compared to the terms of our agreement with Shell. Furthermore,
our operations may be significantly affected by the supply and demand conditions of the LNG global trade market, and we will need to rely
on other LNG suppliers to supply LNG for our other LNG container vessels.
The IMO 2020 Regulations which entered into effect on January 1, 2020, require all ships to burn fuel with
a maximum sulfur content of 0.5%, which is a significant reduction from the previous threshold of 3.5%. In addition, certain countries
around the world require ships to burn fuel with a maximum sulfur content of 0.1% upon entry to territorial waters. The IMO 2020 Regulation
led to increased demand for low sulfur fuel and higher prices for such bunker compared to the price we would have paid had the IMO 2020
Regulations not been adopted. Most of the vessels chartered by us do not have scrubbers, which means we are required to purchase low sulfur
fuel for our vessels. Our vessels began operating on 0.5% low sulfur fuel during the fourth quarter of 2019, and as a result, we implemented
a New Bunker Factor, or NBF, surcharge, in December 2019, intended to offset the additional costs associated with compliance with the
IMO 2020 Regulations. However, there is no assurance that this surcharge will enable us to mitigate the possible increased costs in full
or at all. As a result of the IMO 2020 Regulations and any future regulations with which we must comply, we may incur substantial additional
operating costs.
A rise in bunker prices (including LNG) could have a material adverse effect on our business, financial
condition, results of operations and liquidity. Historically and in line with industry practice, we have imposed from time to time surcharges
such as the NBF over the base freight rate we charge to customers in part to minimize our exposure to certain market-related risks, including
bunker price adjustments. However, there can be no assurance that we will be successful in passing on future price increases to customers
in a timely manner, either for the full amount or at all.
Our bunker consumption is affected by various factors, including the number of vessels being deployed,
vessel capacity, pro forma speed, vessel efficiency, the weight of the cargo being transported, port efficiency and sea conditions. We
have implemented various optimization strategies designed to reduce bunker consumption, including operating vessels in “super slow
steaming” mode, trim optimization, hull and propeller polishing and sailing rout optimization. Additionally, we may sometimes manage
part of our exposure to bunker price fluctuations by entering into hedging arrangements with reputable counterparties. Our optimization
strategies and hedging activities may not be successful in mitigating higher bunker costs, and any price protection provided by hedging
may be limited due to market conditions, such as choice of hedging instruments, and the fact that only a portion of our exposure is hedged.
There can be no assurance that our hedging arrangements, if taken, will be cost-effective, will provide sufficient protection, if any,
against rises in bunker prices or that our counterparties will be able to perform under our hedging arrangements.
19
As vessel owners we may incur additional costs and liabilities for
the operation of our vessel fleet
Although we charter most of our fleet, we currently own and operate nine vessels, eight of which were purchased
during 2021 in several separate transactions, and we may purchase additional vessels, depending on market terms and conditions and on
our operational needs. As a vessel owner we may incur additional costs due to maintenance and regulatory requirements, most of them described
in this Item 3.D and elsewhere of this Annual Report. In addition, as vessel owners we may be exposed to higher risks due to our responsibility
to the crew and operational condition of the vessel. We intend to mitigate these vessel owner liability risks by acquiring adequate insurance
policy, however our insurance policy may not cover all or part of our costs. See also below - “Our insurance may be insufficient
to cover losses that may occur to our property or result from our operations”.
There are numerous risks related to the operation of any sailing
vessel and our inability to successfully respond to such risks could have a material adverse effect on us.
There are numerous risks related to the operation of any sailing vessel, including dangers associated with
potential marine disasters, mechanical failures, collisions, lost or damaged cargo, poor weather conditions (including severe weather
events resulting from climate change), the content of the load, exceptional load (including dangerous and hazardous cargo or cargo the
transport of which could affect our reputation), meeting deadlines, risks of documentation, maintenance and the quality of fuels and piracy.
For example, we incurred expenses of $15.2 million in respect of claims and demands for lost and damaged cargo, vessels and war risks
for the year ended December 31, 2022. Such claims are typically insured and our deductibles, both individually and in the aggregate, are
typically immaterial. In addition, in the past, our vessels have been involved in collisions resulting in loss of life and property as
well as weather related events which damaged our cargo. For example, in October 2021, ZIM Kingston, one of our chartered vessels, experienced
a collapse and loss of containers due to bad weather which also resulted in a fire erupting onboard while approaching the port of Vancouver.
Both vessel and cargo suffered damages, however no personal injuries were involved.
The occurrence of any of the aforementioned risks could have a material adverse effect on our business,
financial condition, results of operations or liquidity and we may not be adequately insured against any of these risks. For more information
about our insurance coverage, see the risk factor entitled “— Our insurance may be insufficient to cover losses that may occur
to our property or result from our operations.” For example, acts of piracy have historically affected oceangoing vessels trading
in several regions around the world. Although both the frequency and success of attacks have diminished recently, potential acts of piracy
continue to be a risk to the international container shipping industry that requires vigilance. Additionally, our vessels may be subject
to attempts by smugglers to hide drugs and other contraband onboard. If our vessels are found with contraband, whether with or without
the knowledge of any of our crew, we may face governmental or other regulatory claims or penalties as well as suffer damage to our reputation,
which could have an adverse effect on our business, results of operations and financial condition.
Our insurance may be insufficient to cover losses
that may occur to our property or result from our operations.
The operation of any vessel includes risks such as mechanical failure, collision, fire, contact with floating
objects, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities
and labor strikes. In addition, there is always an inherent possibility of a marine disaster, including oil spills and other environmental
mishaps. There are also liabilities arising from owning and operating vessels in international trade. We procure insurance for our fleet
in relation to risks commonly insured against by operators and vessel owners, which we believe is adequate. Our current insurance includes
(i) hull and machinery insurance covering damage to our and third-party vessels’ hulls and machinery from, among other things and
collisions (ii) war risks insurance covering losses associated with the outbreak or escalation of hostilities and (iii) protection and
indemnity insurance, entered with reputable protection and indemnity, or PI, clubs covering, among other things, third-party and
crew liabilities such as expenses resulting from the injury or death of crew members, passengers and other third parties, lost or damaged
cargo, third-party claims in excess of a vessel’s insured value arising from collisions with other vessels, damage to other third-party
property including fixed and floating objects, in excess of a vessel’s insured value and pollution arising from oil or other substances.
While all of our insurers and PI clubs are highly reputable, we can give no assurance that we are
adequately insured against all risks or that our insurers will pay a particular claim. Even if our insurance coverage is adequate to cover
our losses, we may not be able to obtain a timely replacement vessel or other equipment in the event of a loss. Under the terms of our
financing agreements, insurance proceeds are pledged or assigned in favor of the creditor who financed the respective vessel. In addition,
there are restrictions on the use of insurance proceeds we may receive from claims under our insurance policies. We may also be subject
to supplementary calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members
of the PI clubs through which we receive indemnity insurance coverage. There is no cap on our liability exposure for such calls or
premiums payable to our PI clubs, even though unexpected additional premiums are usually at reasonable levels as they are distributed
among a large number of ship owners. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe
are standard in the shipping industry, may nevertheless increase our costs. While we do not operate any tanker vessels, a catastrophic
oil spill or a marine disaster could, under extreme circumstances, exceed our insurance coverage, which might have a material adverse
effect on our business, financial condition and results of operations.
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Any uninsured or underinsured loss could harm our business and financial condition. In addition, the insurance
may be voidable by the insurers as a result of certain actions, such as vessels failing to maintain required certification. Further, we
do not carry loss of hire insurance. Loss of hire insurance covers the loss of revenue during extended vessel off-hire periods, such as
those that occur during an unscheduled drydocking due to damage to the vessel from accidents. Any loss of a vessel or any extended period
of vessel off-hire, due to an accident or otherwise, could have an adverse effect on our business, financial condition and results of
operations.
Maritime claimants could arrest our vessels, which could have a
material adverse effect on our business, financial condition and results of operations
Crew members, suppliers of goods and services to a vessel, shippers or receivers of cargo, vessel owners
and lenders and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages, including,
in some jurisdictions, for debts incurred by previous owners. In many jurisdictions, a maritime lienholder may enforce its lien by vessel
arrest proceedings. Unless such claims are settled, vessels may be subject to foreclosure under the relevant jurisdiction’s maritime
court regulations. In some jurisdictions, under the “sister ship” theory of liability, a claimant may arrest both the vessel
that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled
by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating
to another of our vessels. The arrest or attachment of one or more of our vessels could interrupt our business or require us to pay or
deposit large sums to have the arrest lifted, which could have a material adverse effect on our business, financial condition and results
of operations.
Governments, including that of Israel, could requisition our vessels
during a period of war or emergency, resulting in loss of earnings.
A government of the jurisdiction where one or more of our vessels are registered, as well as a government
of the jurisdiction where the beneficial owner of the vessel is registered, could requisition for title or seize our vessels. Requisition
for title occurs when a government takes control of a vessel and becomes its owner. A government could also requisition our vessels for
hire. Requisition for hire occurs when a government takes control of a ship and effectively becomes the charterer at dictated charter
rates. Requisitions generally occur during periods of war or emergency, although governments may elect to requisition vessels in other
circumstances. We would expect to be entitled to compensation in the event of a requisition of one or more of our vessels; however, the
amount and timing of payment, if any, would be uncertain and beyond our control. For example, our chartered-in and owned vessels, including
those that do not sail under the Israeli flag, may be subject to control by Israeli authorities in order to protect the security of, or
bring essential supplies and services to, the State of Israel. Government requisition of one or more of our vessels could have a material
adverse effect on our business, financial condition and results of operations.
Risks related to regulation
The shipping industry is subject to extensive government regulation
and standards, international treaties and trade prohibitions and sanctions.
The shipping industry is subject to extensive regulation that changes from time to time and that applies
in the jurisdictions in which shipping companies are incorporated, the jurisdictions in which vessels are registered (flag states), the
jurisdictions governing the ports at which vessels call, as well as regulations by virtue of international treaties and membership in
international associations. As a global container shipping company, we are subject to a wide variety of international, national and local
laws, regulations and agreements. As a result, we are subject to extensive government regulation and standards, customs inspections and
security checks, international treaties and trade prohibitions and sanctions, including laws and regulations in each of the jurisdictions
in which we operate, including those of the State of Israel, the United States, the International Safety Management Code, or the ISM Code,
and the European Union.
21
Any violation of such laws, regulations, treaties and/or prohibitions could have a material adverse effect
on our business, financial condition, results of operations and liquidity and may also result in the revocation or non-renewal of our
“time-limited” licenses. Furthermore, the U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC,
administers certain laws and regulations that impose restrictions upon U.S. companies and persons and, in some contexts, foreign entities
and persons, with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject
of such sanctions laws and regulations. Similar sanctions are imposed by the European Union and the United Nations. Under economic and
trading sanction laws, governments may seek to impose modifications to business practices, and modifications to compliance programs, which
may increase compliance costs, and may subject us to fines, penalties and other sanctions. For additional information, see “Item 4.B -
Business Overview - Regulatory matters.”
We are subject to competition and antitrust regulations in the countries
where we operate, and have been subject to antitrust investigations by competition authorities. Moreover, the sharp increase in freight
rates and related charges during 2021 and the first half of 2022 has resulted in increased scrutiny by regulators around the world and
we may face antitrust investigations.
We are subject to competition and antitrust regulations in each of the countries where we operate. In most
of the jurisdictions in which we operate, operational partnerships among shipping companies are generally exempt from the application
of antitrust laws, subject to the fulfillment of certain exemption requirements. However, it is difficult to predict whether existing
exemptions or their renewal will be affected in the future. We are a party to numerous operational partnerships and view these agreements
as competitive advantages in response to the market concentration in the industry as a result of mergers and global alliances. An amendment
to or a revocation of any of the exemptions for operational partnerships that we rely on could negatively affect our business and results
of operations. For example, Commission Regulation (EC) No 906/2009, or the Consortia Block Exemption Regulation, or CBER, exempts certain
cooperation agreements in the liner shipping sector (such as operational cooperation agreements), from the prohibition on anti-competitive
agreements contained at Article 101 of the Treaty on the Functioning of the European Union, or TFEU. This Block Exemption Regulation is
due to expire in April 2024. During 2022 the European Union launched a legal review of the CBER to decide whether to renew, modify or
allow the CBER to lapse. The EU competition authority, or the DG Competition, is expected to publish its conclusions on the future of
the CBER following a call for evidence published to industry stakeholders, with most of the responses received arguing for either modification
or non-renewal of the CBER. If the Block Exemption Regulation is not extended or its terms are amended, this could have an adverse effect
on the shipping industry and limit our ability to enter into cooperation arrangements with other shipping companies and effectively compete
with other carriers, which could adversely affect our business, financial condition and results of operations. In addition, the non-renewal
or modification of the existing CBER is expected to adversely affect the review and renewal processes of similar block exemptions regulations
in other jurisdictions, and the uncertainty of the future of the CBER may contribute to the shortening of block exemption regulation effective
periods in other jurisdictions.
The spike in freight rates and related charges during the previous two years has resulted in increased
scrutiny and enforcement actions by governments and regulators around the world, including the U.S. President Biden's administration and
the FMC, as well as the ministry of transportation in China. In the U.S., the Ocean Shipping Reform Act of 2022 (OSRA) signed into law
in June 2022 mandates a series of rulemaking projects by the Federal Maritime Commission (FMC) and requires carriers to immediately implement
certain requirements in detention and demurrage invoices, which may affect our ability to effectively collect these fees from our customers,
heighten the risk of civil litigation against us and adversely affect our financial results. If we are found to be in violation of the
applicable regulation, we could be subject to various sanctions, including monetary sanctions.
In recent years, a number of liner shipping companies, including us, have been the subject of antitrust
investigations in the U.S., the EU and other jurisdictions into possible anti-competitive behavior. Although we have taken measures to
fully comply with antitrust regulatory requirements and have adopted a comprehensive antitrust compliance plan, which includes, among
other, mandatory periodic employee trainings, we face investigations from time to time, and, if we are found to be in violation of the
applicable regulation, we could be subject to criminal, civil and monetary sanctions, as well as related legal proceedings.
We are also subject from time to time to civil litigation relating, directly or indirectly, to alleged
anti-competitive practices and may be subject to additional investigations by other competition authorities. Particularly, in September
2022 an FMC complaint was filed against us claiming we overcharged detention and demurrage fees in violation of the FMC’s interpretive
Rule on Detention and Demurrage of May 18, 2020, and is currently in preliminary stages. These types of claims, actions or investigations
could continue to require significant management time and attention and could result in significant expenses as well as unfavorable outcomes
which could have a material adverse effect on our business, reputation, financial condition, results of operations and liquidity. For
further information, see “Item 4.B - “Business Overview — Legal Proceedings” and Note 27 to
our audited consolidated financial statements included elsewhere in this Annual Report.
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We could be adversely affected by violations of the U.S. Foreign
Corrupt Practices Act and similar anti-bribery laws outside of the United States.
The U.S. Foreign Corrupt Practices Act, or the FCPA, and similar anti-bribery laws in other jurisdictions
generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose
of obtaining or retaining business. Recent years have seen a substantial increase in anti-bribery law enforcement activity, with
more frequent and aggressive investigations and enforcement proceedings by both the Department of Justice and the SEC, increased enforcement
activity by non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Our anti-bribery
and anti-corruption plan mandate compliance with these anti-bribery laws, establishes anti-bribery and anti-corruption policies and procedures,
imposes mandatory training on our employees and enhances reporting and investigation procedures. We operate in many parts of the world
that are recognized as having governmental and commercial corruption. We cannot assure you that our internal control policies and procedures
will protect us from reckless or criminal acts committed by our employees or third party intermediaries. In the event that we believe
or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA,
we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and
require significant time and attention from senior management. Violations of these laws may result in criminal or civil sanctions, inability
to do business with existing or future business partners (either as a result of express prohibitions or to avoid the appearance of impropriety),
injunctions against future conduct, profit disgorgements, disqualifications from directly or indirectly engaging in certain types of businesses,
the loss of business permits or other restrictions which could disrupt our business and have a material adverse effect on our business,
financial condition, results of operations or liquidity.
Increased inspection procedures, tighter import and export controls
and new security regulations could increase costs and disrupt our business.
International container shipments are subject to security and customs inspection and related procedures
in countries of origin, destination, and certain transshipment points. These inspection procedures can result in cargo seizures, delays
in the loading, offloading, transshipment, or delivery of containers, and the levying of customs duties, fines or other penalties against
us as well as damage our reputation. Changes to existing inspection and security procedures could impose additional financial and legal
obligations on us or our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical.
Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.
The operation of our vessels is also affected by the requirements set forth in the International Ship and
Port Facility Security Code, or the ISPS Code. The ISPS Code requires vessels to develop and maintain a ship security plan that provides
security measures to address potential threats to the security of ships or port facilities. Although each of our vessels is ISPS Code-certified,
any failure to comply with the ISPS Code or maintain such certifications may subject us to increased liability and may result in denial
of access to, or detention in, certain ports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although
such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the International
Maritime Organization (the IMO) and the flag states, these requirements could require significant additional capital expenditures by us
or otherwise increase the costs of our operations.
We are subject to environmental regulations and failure to comply
with these regulations could have a material adverse effect on our business. In addition, Environmental, Social and Governance (ESG) regulation
and reporting is expected to intensify in the future, which could increase our operational costs
Our operations are subject to international conventions and treaties, national, state and local laws and
national and international regulations in force in the jurisdictions in which our vessels operate or are registered relating to the protection
of the environment. Such requirements are subject to ongoing developments and amendments and relate to, among other things, the storage,
handling, emission, transportation and discharge of hazardous and non-hazardous substances, such as sulfur oxides, nitrogen oxides and
the use of low- sulfur fuel or shore power voltage, and the remediation of contamination and liability for damages to natural resources.
We are subject to the International Convention for the Prevention of Pollution from Ships (or, MARPOL Convention, including designation
of Emission Control Areas thereunder), the International Convention for the Control and Management of Ships Ballast Water Sediments,
the International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances
by Sea of 1996, the Oil Pollution Act of 1990, the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the
U.S. Clean Water Act (CWA), and National Invasive Species Act (NISA), among others. Compliance with such laws, regulations and standards,
where applicable, may require the installation of costly equipment, make ship modifications or operational changes and may affect the
useful lives or the resale value of our vessels.
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If we fail to comply with any environmental requirements applicable to us, we could
be exposed to, among other things, significant environmental liability damages, administrative and civil penalties, criminal charges or
sanctions, and could result in the termination or suspension of, and substantial harm to, our operations and reputation. Specifically,
in September 2022 we were approached by a state regulator who indicated that we did not meet the local environmental regulation and provided
an initial informal assessment as to our scope of liability, subject to our possible counter arguments. We are currently reviewing the
claims and initial informal assessment. Additionally, environmental laws often impose strict, joint and several liability for remediation
of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent
or at fault. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities,
including remediation costs and natural resource damages, as well as third-party damages, personal injury and property damage claims in
the event there is a release of petroleum or other hazardous substances from our vessels, or otherwise, in connection with our operations.
We are required to satisfy insurance and financial responsibility requirements for potential petroleum (including marine fuel) spills
and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that
such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business,
results of operations and financial condition. Violations of, or liabilities under, environmental requirements can result in substantial
penalties, fines and other sanctions, including in certain instances, seizure or detention of our vessels and events of this nature could
have a material adverse effect on our business, reputation, financial condition and results of operations.
We may also incur additional compliance costs relating to existing or future ESG requirements, which have
recently intensified and are expected to intensify in the future, and which could have a material adverse effect on our business, results
of operations and financial conditions. Such costs include, among other things: reduction of greenhouse gas emissions and use of "cleaner"
fuels (including LNG), imposition of vessel speed limits, changes with respect to cargo capacity or the types of cargo that could be carried;
management of ballast and bilge waters; maintenance and inspection; elimination of tin-based paint; and development and implementation
of emergency procedures. For example, on November 1, 2022, new amendments to the MARPOL Annex IV entered into effect and introduced new
energy efficiency and CO2 emissions requirements relating to Existing Ship Energy Index (EEXI) and Operational Carbon Intensity Indicator
(CII) for both new and existing vessels. Compliance with the new regulation involves additional costs and the implementation of optimization
strategies such as slow steaming, which may increase our vessels’ voyage transit times. Environmental or other incidents may result
in additional regulatory initiatives, statutes or changes to existing laws that could affect our operations, require us to incur additional
compliance expenses, lead to decreased availability of or more costly insurance coverage, and result in our denial of access to, or detention
in, certain jurisdictional waters or ports. For further information on the environmental regulations we are subject to and ESG (sustainability),
see “Item 4.B - Business Overview - Regulatory matters — Environmental and other regulations.”
Regulations relating to ballast water discharge may adversely affect
our results of operation and financial condition.
The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount
of viable organisms allowed to be discharged from a vessel’s ballast water. Depending on the date of the international oil pollution
prevention, or IOPP, renewal survey, existing vessels constructed before September 8, 2017, must comply with the updated D‑2
standard on or after September 8, 2019, but no later than September 9, 2024. For most vessels, compliance with the D‑2
standard will involve installing on- board systems to treat ballast water and eliminate unwanted organisms (ballast water management systems).
Vessels constructed on or after September 8, 2017, are required to comply with the D‑2 standards. We are subject to costs of
compliance for our owned vessels, which may adversely affect our results of operation and financial condition.
We are also subject to U.S. regulations with respect to ballast water discharge. Although the 2013 Vessel
General Permit (VGP) program and The National Invasive Species Act (NISA) are currently in effect to regulate ballast discharge, exchange
and installation, the Vessel Incidental Discharge Act (VIDA), which was signed into law on December 4, 2018, requires that the EPA
develop national standards of performance for approximately 30 discharges, similar to those found in the VGP, by December 2020. EPA
published a notice of proposed rulemaking - Vessel Incidental Discharge National Standards of Performance for public comment on October
26, 2020. The comment period closed on November 25, 2020. VIDA requires the U.S. Coast Guard to develop corresponding implementation,
compliance and enforcement regulations regarding ballast water within two years of the EPA’s publication of proposed rulemaking.
All provisions of the 2013 VGP will remain in force and effect until the USCG regulations under VIDA are finalized. Furthermore, we are
also subject, and may be subject in the future, to local or state ballast regulation. For example, on January 1, 2022, new ballast water
management requirements entered into effect in California. State enacted requirements may include more stringent standards than the proposed
requirements and standards set forth by the EPA and U.S. Coast Guard. Currently, all of our vessels deployed in the U.S. trades are equipped
with ballast water management systems. New federal and state regulations could require the installation, or further improvement of already
installed ballast management systems, or place new requirements and standards which may cause us to incur substantial costs.
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Climate change and greenhouse gas restrictions may
adversely affect our operating results.
Many governmental bodies have adopted, or are considering the adoption of, international, treaties, national,
state and local laws, regulations and frameworks to reduce greenhouse gas emissions due to the concern about climate change. These measures
in various jurisdictions include the adoption of cap and trade regimes, carbon taxes, increased efficiency standards, and incentives or
mandates for renewable energy. In November 2016, the Paris Agreement, which resulted in commitments by 197 countries to reduce their
greenhouse gas emissions with firm target reduction goals, came into force and could result in additional regulation on shipping. The
Glasgow Climate Change Conference held between October and November 2021 with the participation of nearly 200 country leaders reiterated
their countries' commitment to bringing down emissions and finalized guidelines for the full implementation of the Paris Agreement. In
addition, several non-governmental organizations and institutional investors have undertaken campaigns with respect to climate change,
with goals to minimize or eliminate greenhouse gas emissions through a transition to a low- or zero-net carbon economy.
Compliance with laws, regulations and obligations relating to climate change, including as a result of
such international negotiations, as well as the efforts by non-governmental organizations and investors, could increase our costs related
to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our
greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities
may also be adversely affected.
Compliance with safety and other requirements imposed by classification
societies may be very costly and may adversely affect our business.
The hull and machinery of every commercial vessel must be classed by a classification society. The classification
society certifies that the vessel has been built, maintained and repaired, when necessary, in accordance with the applicable rules and
regulations of the classification society. Moreover, every vessel must comply with all applicable international conventions and the regulations
of the vessel’s flag state as verified by a classification society as well as the regulations of the beneficial owner’s country
of registration. Finally, each vessel must successfully undergo periodic surveys, including annual, intermediate and special surveys,
which may result in recommendations or requirements to undertake certain repairs or upgrades. Currently, all our vessels have the required
certifications. However, maintaining class certification could require us to incur significant costs. If any of our owned and certain
of our chartered-in vessels does not maintain its class certification, it might lose its insurance coverage and be unable to trade, and
we will be in breach of relevant covenants under our financing arrangements, in relation to both failing to maintain the class certification
as well as having effective insurance. Failure to maintain the class certification of one or more of our vessels could have, under extreme
circumstances, a material adverse effect on our financial condition, results of operations and liquidity.
Changes in tax laws, tax treaties as well as judgments and estimates
used in the determination of tax-related asset (liability) and income (expense) amounts, could materially adversely affect our business,
financial condition and results of operations.
We operate in various jurisdictions and may be subject to the tax regimes and related obligations in the
jurisdictions in which we operate or do business. Changes in tax laws, bilateral double tax treaties, regulations and interpretations
could adversely affect our financial results. The tax rules of the various jurisdictions in which we operate or conduct business often
are complex, involve bilateral double tax treaties and are subject to varying interpretations. Specifically, on December 20, 2022, the
OECD published an implementation package for Pillar Two model rules, currently expected to enter into effect in member countries in 2024
and 2025. The Pillar Two rules were introduced to ensure that large multinational enterprises (MNEs) pay a minimum level of tax on the
income arising in each jurisdiction where they operate. The current minimum effective tax rate that was determined under Pillar Two is
15%. While Pillar Two model rules are not intended to be applied to international shipping income, other sources of our income may be
affected as a result of Pillar Two entering into effect, and there is still uncertainty regarding the scope and manner of the mandatory
reporting by shipping companies pursuant to these rules. Furthermore, as the Pillar Two model is expected to enter into effect in 2024
in some countries and in 2025 in others, there is still uncertainty as to how the Pillar Two model will be applied evenly during this
transition period. We are currently monitoring the developments of the Pillar Two legislation process and are evaluating its potential
impact on our financial results.
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Tax authorities may challenge tax positions that we take or historically have taken, may assess taxes where
we have not made tax filings, or may audit the tax filings we have made and assess additional taxes. Such assessments, either individually
or in the aggregate, could be substantial and could involve the imposition of penalties and interest. For such assessments, from time
to time, we use external advisors. In addition, governments could impose new taxes on us or increase the rates at which we are taxed in
the future. The payment of substantial additional taxes, penalties or interest resulting from tax assessments, or the imposition of any
new taxes, could materially and adversely impact our results, financial condition and liquidity. Additionally, our provision for income
taxes and reporting of tax-related assets and liabilities require significant judgments and the use of estimates. Amounts of tax-related
assets and liabilities involve judgments and estimates of the timing and probability of recognition of income, deductions and tax credits.
Actual income taxes could vary significantly from estimated amounts due to the future impacts of, among other things, changes in tax laws,
regulations and interpretations, our financial condition and results of operations, as well as the resolution of any audit issues raised
by taxing authorities.
Risks related to our financial position and results
If we are unable to generate sufficient cash flows from our operations,
our liquidity will suffer and we may be unable to satisfy our obligations and operational needs.
Our ability to generate cash flow from operations to cover our operational costs and to make payments in
respect of our obligations, financial liabilities (mainly lease liabilities) and operational needs will depend on our future performance,
which will be affected by a range of economic, competitive and business factors. We cannot control many of these factors, including general
economic conditions and the health of the shipping industry. If we are unable to generate sufficient cash flow from operations to satisfy
our obligations, liabilities and operational needs, we may need to borrow funds or undertake alternative financing plans, or to reduce
or delay capital investments and other costs. It may be difficult for us to incur additional debt on commercially reasonable terms due
to, among other things, our financial position and results of operations and market conditions. Our inability to generate sufficient cash
flows from operations or obtain additional funds or alternative financing on acceptable terms could have a material adverse effect on
our business.
Volatile market conditions could negatively affect our business,
financial position, or results of operations and could thereby result in impairment charges.
As of the end of each of our reporting periods, we examine whether there have been any events or changes
in circumstances, such as a deterioration of general economic or market conditions, which may indicate an impairment. When there are indications
of an impairment, an examination is made as to whether the carrying amount of the operating assets or cash generating units, or CGUs,
exceeds the recoverable amount. and, if necessary, an impairment loss is recognized in our financial statements.
For each of the years ended December 31, 2022, 2021 and 2020 we did not recognize an impairment loss in
our financial statements. As of December 31, 2021, and 2020, we concluded there were no indications for impairment. With respect to the
impairment analysis carried out as of December 31, 2022, see Note 6 to our audited consolidated financial statements included elsewhere
in this Annual Report. However, we cannot assure that we will not recognize impairment losses in future years. If an impairment loss is
recognized, our results of operations will be negatively affected. Should freight rates decline significantly or we or the shipping industry
experience adverse conditions, this may have a material adverse effect on our business, results of operations and financial condition,
which may result in us recording an impairment charge.
Foreign exchange rate fluctuations and controls could have a material
adverse effect on our earnings and the strength of our balance sheet.
Since we generate revenues in a number of geographic regions across the globe, we are exposed to operations
and transactions in other currencies. A material portion of our expenses are denominated in local currencies other than the U.S. dollar.
Most of our revenues and a significant portion of our expenses are denominated in the U.S. dollar, creating a partial natural hedge. To
the extent other currencies increase in value relative to the U.S. dollar, our margins may be adversely affected. Foreign exchange rates
may also impact trade between countries as fluctuations in currencies may impact the value of goods as between two trading countries.
Where possible, we endeavor to match our foreign currency revenues and costs to achieve a natural hedge against foreign exchange and transaction
risks, although there can be no assurance that these measures will be effective in the management of these risks. Consequently, short-term
or long-term exchange rate movements or controls may have a material adverse effect on our business, financial condition, results of operations
and liquidity. In addition, foreign exchange controls in countries in which we operate may limit our ability to repatriate funds from
foreign affiliates or otherwise convert local currencies into U.S. dollars.
26
Our operating results may be subject to seasonal fluctuations.
The markets in which we operate have historically exhibited seasonal variations in demand and, as a result,
freight rates have also historically exhibited seasonal variations. This seasonality can have an adverse effect on our business and results
of operations. As global trends that affect the shipping industry have changed rapidly in recent years, it remains difficult to predict
these trends and the extent to which seasonality will be a factor affecting our results of operations in the future. See “Item 5.
- Operating and Financial Review and Prospects — Factors affecting comparability of financial position and results of operations
— Seasonality.”
Risks related to our operations in Israel
We are incorporated and based in Israel and, therefore, our results
may be adversely affected by political, economic and military instability in Israel.
We are incorporated and our headquarters are located in Israel and the majority of our key employees, officers
and directors are residents of Israel. Additionally, the terms of the Special State Share require us to maintain our headquarters and
to be incorporated in Israel, and to have our chairman, chief executive officer and a majority of our board members be Israeli. As an
Israeli company, we have relatively high exposure, compared to many of our competitors, to acts of terror, hostile activities including
cyber-attacks, security limitations imposed upon Israeli organizations overseas, possible isolation by various organizations and institutions
for political reasons and other limitations (such as restrictions against entering certain ports). Political, economic and military conditions
in Israel may directly affect our business and existing relationships with certain foreign corporations, as well as affect the willingness
of potential partners to enter into business arrangements with us. In particular, the Israeli judicial reform proposal introduced by the
Israeli government in January 2023, which, if adopted, will affect the separation of powers among the three branches of government, has
sparked significant backlash both inside and outside of Israel, led to civil protest and raises economic concerns regarding Israel’s
sovereign credit rating, increased interest rates, currency fluctuations, inflation, securities market volatility and scope of future
investments in Israel. If any of the foregoing risks were to materialize, it may have an adverse effect on our business, our results of
operations and our ability to raise additional funds. Numerous countries, corporations and organizations limit their business activities
in Israel and their business ties with Israeli-based companies. Our status as an Israeli company may limit our ability to call on certain
ports and therefore could limit our ability to enter into alliances or operational partnerships with certain shipping companies, which
has historically adversely affected our operations and our ability to compete effectively within certain trades. In addition, our status
as an Israeli company may limit our ability to enter into alliances that include certain carriers who are not willing to cooperate with
Israeli companies.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between
Israel and its neighboring countries. In recent years, these have included hostilities between Israel and Hezbollah in Lebanon and
Hamas in the Gaza Strip, both of which resulted in rockets being fired into Israel, causing casualties and disrupting economic activities.
The state of Israel also faces terrorist attacks against civilian population, including terrorist activity and acts of violence originating
from the West Bank and East Jerusalem. Political uprisings, social unrest and violence in the Middle East and North Africa, including
Israel’s neighbors Egypt and Syria, have affected and continue to affect the political stability of those countries. This instability
has raised concerns regarding security in the region and the potential for armed conflict. In addition, Israel faces threats from more
distant neighbors, in particular, Iran. Iran is also believed to have a strong influence among parties hostile to Israel in areas that
neighbor Israel, such as the Syrian government, Hamas in the Gaza Strip and Hezbollah in Lebanon. Armed conflicts or hostilities in Israel
or neighboring countries could cause disruptions in our operations, including significant employee absences, failure of our information
technology systems and cyber-attacks, which may lead to the shutdown of our headquarters in Israel. For instance, during the 2006 Lebanon
War, a military conflict took place in Lebanon. As a result of rocket fire in the city of Haifa, we closed our headquarters for several days.
Although we maintain an emergency plan, such events can have material effects on our operational activities. Any future deterioration
in the security or geopolitical conditions in Israel or the Middle East could adversely impact our business relationships and thereby
have a material adverse effect on our business, financial condition, results of operations or liquidity. If our facilities, including
our headquarters, become temporarily or permanently disabled by an act of terrorism or war, it may be necessary for us to develop alternative
infrastructure and we may not be able to avoid service interruptions. Additionally, our owned and chartered-in vessels, including those
vessels that do not sail under the Israeli flag, may be subject to control by the authorities of the State of Israel in order to protect
the security of, or bring essential supplies and services to, the State of Israel. Israeli legislation also allows the State of Israel
to use our vessels in times of emergency. Any of the aforementioned factors may negatively affect us and our results of operations.
27
Our commercial insurance does not cover losses that may occur as a result of an event associated with the
security situation in the Middle East. The Israeli government currently provides compensation only for physical property damage caused
by terrorist attacks or acts of war, based on the difference between the asset value before the attack and immediately after the attack
or on any cost of repairing the damage, whichever is lower. Any losses or damages incurred by us could have a material adverse effect
on our business. Any armed conflict involving Israel could adversely affect our business and results and operations.
Further, our operations could be disrupted by the obligations of personnel to perform military service.
As of December 31, 2022, we had approximately 830 employees based in Israel, certain of whom may be called upon to perform several
weeks of annual military reserve duty until they reach the age qualifying them for an exemption (generally 40 for men who are not officers
or do not have specified military professions) and, in certain emergency circumstances, may be called to immediate and unlimited active
duty. Our operations could be disrupted by the absence of a significant number of employees related to military service, which could materially
adversely affect our business and operations.
Provisions of Israeli law and our articles of association may delay,
prevent or otherwise impede a merger with, or an acquisition of, our company, even when the terms of such a transaction are favorable
to us and our shareholders.
Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified
thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other
matters that may be relevant to such types of transactions. For example, a tender offer for all of a company’s issued and outstanding
shares can only be completed if shares constituting less than 5% of the issued share capital are not tendered. Completion of a full tender
offer also requires acceptance by a majority of the offerees that do not have a personal interest in the tender offer, unless less than
2% of the company’s outstanding shares are not tendered. Furthermore, the shareholders, including those who indicated their acceptance
of the tender offer (unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek appraisal
rights), may, at any time within six months following the completion of the full tender offer, petition an Israeli court to alter
the consideration for the shares. In addition, special tender offer requirements may also apply upon a purchaser becoming a holder of
25% or more of the voting rights in a company (if there is no other shareholder of the company holding 25% or more of the voting rights
in the company) or upon a purchaser becoming a holder of more than 45% of the voting rights in the company (if there is no other shareholder
of the company who holds more than 45% of the voting rights in the company).
Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to our shareholders
whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax. For example, Israeli tax
law does not generally recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers involving an exchange
of shares, Israeli tax law may allow for tax deferral under certain circumstances but makes the deferral contingent on the fulfillment
of a number of conditions, including, in some cases, a holding period of two years from the date of the transaction during which
sales and dispositions of shares of the participating companies are subject to certain restrictions. Moreover, with respect to certain
share swap transactions in which the sellers receive shares in the acquiring entity that are publicly traded on a stock exchange, the
tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of such shares has occurred.
In order to benefit from the tax deferral, a pre-ruling from the Israel Tax Authority might be required.
It may be difficult to enforce a judgment of a U.S. court against
us, our officers and directors or the Israeli experts named in this Annual Report in Israel or the United States, to assert U.S. securities
laws claims in Israel or to serve process on our officers and directors and these experts.
We are incorporated in Israel. The majority of our directors and executive officers, and the Israeli experts
listed in this Annual Report reside outside of the United States, and most of our assets and most of the assets of these persons are located
outside of the United States. Therefore, a judgment obtained against us, or any of these persons, including a judgment based on the civil
liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli
court. It may also be difficult to effect service of process on these persons in the United States or to assert U.S. securities law claims
in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws
reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to
hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the
content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain
matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described
above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages
awarded by either a U.S. or foreign court.
28
Our articles of association provide a choice of forum provision
that may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable.
Our articles of association provides that unless we consent in writing to the selection of an alternative
forum, and other than with respect to plaintiffs or a class of plaintiffs which may be entitled to assert in the courts of the State of
Israel, with respect to any causes of action arising under the Securities Act or the Exchange Act, the federal district courts of the
United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the
Securities Act or the Exchange Act. Our articles of association further provide that unless we consent in writing to the selection of
an alternative forum, the Haifa District Court will be the exclusive forum for the following: (i) any derivative action or proceeding
brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or
other employees, to us or to our shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies
Law or the Israeli Securities Law of 1968.
This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum
that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits. While
the validity of choice of forum provisions has been upheld under the law of certain jurisdictions, uncertainty remains as to whether our
choice of forum provision will be recognized by all jurisdictions, including by courts in Israel. If a court were to find either choice
of forum provision contained in our articles of association to be inapplicable or unenforceable in an action, we may incur additional
costs associated with resolving such action in other jurisdictions, which could adversely affect our results of operations and financial
condition.
Your rights and responsibilities as a shareholder are governed by
Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S. companies.
We are incorporated in Israel. The rights and responsibilities of the holders of our ordinary shares are
governed by our articles of association and by the Israeli law. These rights and responsibilities differ in some material respects from
the rights and responsibilities of shareholders in U.S.- based corporations. In particular, a shareholder of an Israeli company has a
duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and other
shareholders, and to refrain from abusing its power in the company, including, among other things, in voting at a general meeting of shareholders
on matters such as amendments to a company’s articles of association, increases in a company’s authorized share capital, mergers
and acquisitions and related party transactions requiring shareholder approval. In addition, a controlling shareholder, a shareholder
who is aware that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of a
director or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist
us in understanding the nature of this duty or the implications of these provisions. These provisions may be interpreted to impose additional
obligations and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations.
Our business could be negatively affected as a result of actions
of activist shareholders and/or class action filings, which could impact the trading value of our securities.
In recent years, certain Israeli issuers listed on United States exchanges have been faced with governance-
related demands from activist shareholders, unsolicited tender offers and proxy contests. Responding to these types of actions by activist
shareholders could be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees.
Such activities could interfere with our ability to execute our strategic plan. In addition, a proxy contest for the election of directors
at our annual meeting would require us to incur significant legal fees and proxy solicitation expenses and require significant time and
attention by management and our Board of Directors.
In recent years, we have also seen a significant rise in the filing of class actions in Israel against
public companies, as well as derivative actions against companies, their executives and board members. While the vast majority of such
claims are dismissed, companies are forced to increasingly invest resources, including monetary expenses and investment of management
attention due to these claims. This could adversely affect the willingness of our executives and board members to make decisions which
could have benefitted our business operations. Such legal actions could also be taken with respect to the validity or reasonableness of
the decisions of our Board of Directors. In addition, the rise in the number and magnitude of litigation could result in a deterioration
of the level of coverage of our DO liability insurance.
Any perceived uncertainties as to our future direction and control, our ability to execute on our strategy,
or changes to the composition of our board of directors or senior management team may arise from future proposals from shareholders and
could lead to instability which may be exploited by our competitors, result in the loss of potential business opportunities, and make
it more difficult to pursue our strategic initiatives or attract and retain qualified personnel and business partners, any of which could
have an adverse effect, which may be material, on our business and operating results. In addition, actions such as those described above
could cause significant fluctuations in the trading prices of our ordinary shares based on temporary or speculative market perceptions
or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.
29
General risk factors
We face cyber-security risks.
Our business operations rely upon secure information technology systems for data processing, storage and
reporting. As a result, we maintain information security policies and procedures for managing our information technology systems. Despite
security and controls design, implementation and updates, our information technology systems may be subject to cyber-attacks, including,
network, system, application and data breaches. A number of companies around the world, including in our industry, have been the subject
of cyber-security attacks in recent years. For example, one of our peers experienced a major cyber-attack on its IT systems in 2017,
which impacted such company’s operations in its transport and logistics businesses and resulted in significant financial loss. In
addition, in August 2020, a cruise operator was a victim to ransomware attack. On September 28, 2020, another competitor confirmed
a ransomware attack that disabled its booking system, and on October 1, 2020, the IMO’s public website and intranet services
were subject to a cyberattack. In December 2020, an Israeli insurance company fell victim to a publicized ransomware attack, resulting
in the filing of civil actions against the company and significant damage to that company’s reputation. Other Israeli companies
are facing cyber-attack campaigns, and it is believed the attackers may be from hostile countries. Cyber-attacks are becoming increasingly
common and more sophisticated, and may be perpetrated by computer hackers, cyber-terrorists or others engaged in corporate espionage.
Cyber-security attacks could include malicious software (malware), attempts to gain unauthorized access
to data, social media hacks and leaks, ransomware attacks and other electronic security breaches of our information technology systems
as well as the information technology systems of our customers and other service providers that could lead to disruptions in critical
systems, unauthorized release, misappropriation, corruption or loss of data or confidential information, and breach of protected data
belonging to third parties. In addition, following the COVID‑19 pandemic, we have reduced our staffing in our offices and increased
our reliance on remote access of our employees. We have taken measures to enable us to face cyber-security threats, including backup and
recovery and backup measures, as well as cyber security awareness trainings and annual company-wide cyber preparedness drills. However,
there is no assurance that these measures will be successful in coping with cyber-security threats, as these develop rapidly, and we may
be affected by and become unable to respond to such developments. A cyber-security breach, whether as a result of malicious, political,
competitive or other motives, may result in operational disruptions, information misappropriation or breach of privacy laws, including
the European Union’s General Data Protection Regulation and other similar regulations, which could result in reputational damage
and have a material adverse effect on our business, financial condition and results of operation.
We face risks relating to our information technology and communication
system.
Our information technology and communication system supports all of our businesses processes throughout
the supply chain, including our customer service and marketing teams, business intelligence analysts, logistics team and financial reporting
functions. Our primary data center is in Europe with a back-up data center in Israel, and we are preparing a second data center in Europe
expected to launch by the end of 2023. While we have a disaster recovery plan pursuant to which we are able to immediately activate the
back-up data center in the event of a failure at our primary data center, if our primary data center ceases to be available to us without
sufficient advance notice, we would likely experience delays in our operating activities.
Additionally, our information systems and infrastructure could be physically damaged by events such as
fires, terrorist attacks and unauthorized access to our servers and infrastructure, as well as the unauthorized entrance into our information
systems. Furthermore, we communicate with our customers through an ecommerce platform. Our ecommerce platform was developed and is run
by third-party service providers over which we have no management control. A potential failure of our computer systems or a failure of
our third-party ecommerce platform providers to satisfy their contractual service level commitments to us may have a material adverse
effect on our business, financial condition and results of operation. Our efforts to modernize and digitize our operations and communications
with our customers further increase our dependency on information technology systems, which exacerbates the risks we could face if these
systems malfunction.
30
We are subject to data privacy laws, including the European Union’s
General Data Protection Regulation, and any failure by us to comply could result in proceedings or actions against us and subject us to
significant fines, penalties, judgments and negative publicity.
We are subject to numerous data privacy laws, including Israeli privacy laws and the European Union’s
General Data Protection Regulation (2016/679), or the GDPR, which relates to the collection, use, retention, security, processing and
transfer of personally identifiable information about our customers and employees in the countries where we operate. We have also been
certified as compliant with ISO27001 in Israel (information security management standard) and ISO27701(extension to the information security
management standard).
The EU data protection regime expands the scope of the EU data protection law to all companies processing
data of EEA individuals, imposes a stringent data protection compliance regime, including administrative fines of up to the greater of
4% of worldwide turnover or €20 million (as well as the right to compensation for financial or non-financial damages claimed by
any individuals), and includes new data subject rights such as the “portability” of personal data. Although we are generally
a business that serves other businesses (B2B), we still process and obtain certain personal information relating to individuals, and any
failure by us to comply with the GDPR or other data privacy laws where applicable could result in proceedings or actions against us, which
could subject us to significant fines, penalties, judgments and negative publicity.
Labor shortages or disruptions could have an adverse effect on our
business and reputation.
We employ, directly and indirectly, approximately 6,530 employees around the globe (including contract
workers). We, our subsidiaries, and the independent agencies with which we have agreements could experience strikes, industrial unrest
or work stoppages. Several our employees are members of unions. In recent years, we have experienced labor interruptions as a result
of disagreements between management and unionized employees and have entered into collective bargaining agreements addressing certain
of these concerns. If such disagreements arise and are not resolved in a timely and cost-effective manner, such labor conflicts could
have a material adverse effect on our business and reputation. Disputes with our unionized employees may result in work stoppage, strikes
and time-consuming litigation. Our collective bargaining agreements include termination procedures which affect our managerial flexibility
with re-organization procedures and termination procedures. In addition, our collective bargaining agreements affect our financial liabilities
towards employees, including because of pension liabilities or other compensation terms.
We incur increased costs as a result of operating as a public company,
and our management team, which has limited experience in managing and operating a company that is publicly traded in the U.S., will
be required to devote substantial time to new compliance initiatives.
As a public company whose ordinary shares have been listed in the United States since January 2021, we
incur accounting, legal and other expenses that we did not incur as a private company, including costs associated with our reporting requirements
under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). We also incur costs associated with corporate
governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-Oxley Act of 2002, or the
Sarbanes- Oxley Act, as well as rules implemented by the SEC and the NYSE, and provisions of Israeli corporate laws applicable to
public companies. These rules and regulations have increased our legal and financial compliance costs, introduced new costs such
as investor relations and stock exchange listing fees, and make some activities more time-consuming and costly. In addition, our senior
management and other personnel must divert attention from operational and other business matters to devote substantial time to these public
company requirements. Our current management team has limited experience managing and operating a company that is publicly traded in the
U.S. Failure to comply or adequately comply with any laws, rules or regulations applicable to our business may result in fines or
regulatory actions, which may adversely affect our business, results of operation or financial condition and could result in delays in
achieving or maintaining an active and liquid trading market for our ordinary shares.
Changes in the laws and regulations affecting public companies could result in increased costs to us as
we respond to such changes. These laws and regulations could make it more difficult or more costly for us to obtain certain types of insurance,
including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage and/or incur substantially
higher costs to obtain the same or similar coverage, including increased deductibles. The impact of these requirements could also make
it more difficult for us to attract and retain qualified persons to serve on our Board of Directors, our board committees or as executive
officers. We cannot predict or estimate the amount or timing of additional costs we may incur in order to comply with such requirements.
Any of these effects could adversely affect our business, financial condition and results of operations.
31
Risks related to our ordinary shares
Our share price may be volatile, and you may lose all or part of
your investment.
The market price of our ordinary shares could be highly volatile and may fluctuate substantially as a result
of many factors, including:
| • |
actual or anticipated variations in our or our competitors’ results of operations and financial condition; |
| • |
variations in our financial performance from the expectations of market analysts; |
| • |
announcements by us or our competitors of significant business developments, changes in service provider relationships, acquisitions
or expansion plans; |
| • |
our involvement in litigation; |
| • |
our sale of ordinary shares or other securities in the future; |
| • |
market conditions in our industry, which traditionally has been volatile; |
| • |
changes in key personnel; |
| • |
the trading volume of our ordinary shares; |
| • |
changes in the estimation of the future size and growth rate of our markets; and |
| • |
general economic and market conditions. |
In addition, the stock markets generally have experienced extreme price and volume fluctuations, which
have been enhanced by the volatility of the industry in which we operate.
Broad market and industry factors may materially harm the market price of our ordinary shares, regardless
of our operating performance. In the past, following periods of volatility in the market price of a company’s securities, securities
class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur
substantial costs and our management’s attention and resources could be diverted, which could affect our business, financial condition
and results of operations.
If securities or industry analysts do not publish research or reports
about our business, or publish negative reports about our business, our share price and trading volume could decline.
The trading market for our ordinary shares depends, in part, upon the research and reports that securities
or industry analysts publish about us or our businesses. We do not have any control over analysts as to whether they will cover us, and
if they do, whether such coverage will continue. If one or more of the analysts covering us cease coverage of our company or fail to regularly
publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading volume of our shares
to decline. In addition, if one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, the price
for our shares will likely decline.
32
Future sales of our ordinary shares or the anticipation of future
sales could reduce the market price of our ordinary shares.
If we or our existing shareholders sell a substantial number of our ordinary shares in the public market,
the market price of our ordinary shares could decrease significantly. The perception in the public market that our shareholders might
sell our ordinary shares could also depress the market price of our ordinary shares and could impair our future ability to obtain capital,
especially through an offering of equity securities. Substantially all of our outstanding ordinary shares are eligible for sale in the
public market, except that ordinary shares held by our affiliates are subject to restrictions on volume and manner of sale pursuant to
Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). We have also filed a registration statement
on Form S-8 with the SEC, covering all of the ordinary shares issuable under our share incentive plans and such shares are available for
resale following the expiration of any restrictions on transfer. Further, substantially all of our pre-IPO shareholders are party to a
Registration Rights Agreement. Pursuant to this agreement, the shareholders party thereto are entitled to request that we register the
resale of their ordinary shares under the Securities Act, subject to certain conditions. Certain of our shareholders have exercised their
Registration Rights in a secondary offering of our ordinary shares which closed in June 2021. See “Item 7.B - Related party transactions
— Registration rights” for additional information. In addition, a sale by us of additional ordinary shares or similar securities
in order to raise capital might have a similar negative impact on the share price of our ordinary shares. A decline in the price of our
ordinary shares might impede our ability to raise capital through the issuance of additional ordinary shares or other securities and may
cause you to lose part or all of your investment in our ordinary shares.
Interests of our principal shareholders could adversely affect our
other shareholders.
Our largest shareholder Kenon Holdings, Ltd., or Kenon, currently owns approximately 20.7% of
our outstanding ordinary shares and voting power. As a result of its voting power, Kenon has and will continue to have the ability to
exert influence over our affairs for the foreseeable future, including with respect to the election of directors, amendments to our articles
of association and all matters requiring shareholder approval. In certain circumstances, Kenon’s interests as a principal shareholder
may differ or even conflict with the interests of our other shareholders, and Kenon’s ability to exert influence over us may have
the effect of causing, delaying, or preventing changes or transactions that our other shareholders may or may not deem to be in their
best interests. In addition, we have entered into a number of transactions with related parties, which are connected to Kenon, as described
in “Item 7.B - Related party transactions”. Although we have implemented procedures to ensure the terms of any related
party transaction are at arm’s length, any alleged appearance of impropriety in connection with our entry into related party transactions
could have an adverse effect on our reputation and business.
The State of Israel holds a Special State Share in us, which imposes
certain restrictions on our operations and gives Israel veto power over transfers of certain assets and shares above certain thresholds,
and may have an anti- takeover effect.
The State of Israel holds a Special State Share in us, which imposes certain limitations on our operating
and managing activities and could negatively affect our business and results of our operations. These limitations include, among other
things, transferability restrictions on our share capital, restrictions on our ability to enter into certain merger transactions or undergo
certain reorganizations and restrictions on the composition of our Board of Directors and the nationality of our chief executive officer,
among others.
Because the Special State Share restricts the ability of a shareholder to gain control of our Company,
the existence of the Special State Share may have an anti-takeover effect and therefore depress the price of our ordinary shares or otherwise
negatively affect our business and results of operations. In addition, the terms of the Special State Share dictate that we maintain a
minimum fleet of 11 wholly owned seaworthy vessels.
Currently, as a result of waivers received from the State of Israel, we own fewer vessels than the minimum
fleet requirement. However, if we acquire and own additional vessels in the future, these vessels would be subject to the minimum fleet
requirements and conditions of the Special State Share, and if we would want to dispose of such vessels, we would need to obtain consent
from the State of Israel. For further information on the Special State Share, see “Item 6.E - Share ownership —
The Special State Share.”
33
As a foreign private issuer, we are permitted, and intend, to follow
certain home country corporate governance practices instead of otherwise applicable NYSE requirements, which may result in less protection
than is accorded to investors under rules applicable to U.S. domestic issuers.
As a foreign private issuer, in reliance on NYSE rules that permit a foreign private issuer to follow
the corporate governance practices of its home country, we are permitted to follow certain Israeli corporate governance practices instead
of those otherwise required under the corporate governance standards for U.S. domestic issuers. We intend to follow certain Israeli home
country corporate governance practices rather than the requirements of the NYSE including, for example, to have a nominating committee
or to obtain shareholder approval for certain issuances to related parties or the establishment or amendment of certain equity-based compensation
plans. Following our home country governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed
on the NYSE may provide less protection than is accorded to investors in U.S. domestic issuers. See “Item 6.C - Board
practices.”
As a foreign private issuer, we are not subject to the provisions
of Regulation FD or U.S. proxy rules and are exempt from filing certain Exchange Act reports, which could result in our shares being
less attractive to investors.
As a foreign private issuer, we are exempt from a number of requirements under U.S. securities laws that
apply to public companies that are not foreign private issuers. In particular, we are exempt from the rules and regulations under
the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are
exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we
are not required under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly
as U.S. domestic companies whose securities are registered under the Exchange Act and we are generally exempt from filing quarterly reports
with the SEC under the Exchange Act. We are also exempt from the provisions of Regulation FD, which prohibits the selective disclosure
of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under circumstances in
which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information. Even
though we have voluntarily filed and intend to continue to voluntarily file current reports on Form 6‑K that include quarterly
financial statements, and we have adopted a procedure to voluntarily comply with Regulation FD, these exemptions and leniencies reduce
the frequency and scope of information and protections to which you are entitled as an investor.
We are not required to comply with the proxy rules applicable to U.S. domestic companies, including
the requirement to disclose the compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated
executive officers on an individual, rather than on an aggregate, basis. Nevertheless, regulations promulgated under the Israeli Companies
Law 5759‑1999 (the “Companies Law”) requires us to disclose in the notice convening an annual general meeting (unless
previously disclosed in any report by us prepared pursuant to the requirements of NYSE or any other stock exchange on which our shares
are registered for trade) the annual compensation of our five most highly compensated officers on an individual basis, rather than on
an aggregate basis. This disclosure will not be as extensive as that required of a U.S. domestic issuer.
We would lose our foreign private issuer status if a majority of our shares became held by U.S. persons
and either a majority of our directors or executive officers are U.S. citizens or residents or we fail to meet additional requirements
necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions,
our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities
laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic
reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available
to a foreign private issuer. We would also be required to follow U.S. proxy disclosure requirements. We may also be required to modify
certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications
will involve additional costs. In addition, we would lose our ability to rely upon exemptions from certain corporate governance requirements
on U.S. stock exchanges that are available to foreign private issuers.
34
If we are classified as a passive foreign investment company, U.S.
investors could be subject to adverse U.S. federal income tax consequences.
The rules governing passive foreign investment companies, or PFICs, can have adverse effects for U.S. investors
for U.S. federal income tax purposes. The tests for determining PFIC status for a taxable year depend upon the relative values of certain
categories of assets and the relative amounts of certain kinds of income. As discussed in “Taxation—Material U.S. Federal
Income Tax Considerations—Passive Foreign Investment Company Rules,” we believe that we were not a PFIC for the taxable year
ended December 31, 2022. However, there can be no assurance that the Internal Revenue Service, or the IRS, will agree with our conclusion.
In addition, the determination of whether we are a PFIC depends on particular facts and circumstances (such as the valuation of our assets,
including goodwill and other intangible assets, which may be determined, in part, by reference to the market price of our ordinary shares)
and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. In light of the foregoing,
no assurance can be provided that we were not a PFIC for the taxable year ended December 31, 2022 or that we will not become a PFIC in
any future taxable year. Furthermore, if we are treated as a PFIC, then one or more of our subsidiaries may also be treated as PFICs.
If we are or become a PFIC for any taxable year during which a U.S. investor holds our ordinary shares,
we generally would continue to be treated as a PFIC with respect to that U.S. investor for all succeeding years during which the U.S.
investor holds our ordinary shares, even if we ceased to meet the threshold requirements for PFIC status, unless certain exceptions apply.
Such a U.S. investor may be subject to adverse U.S. federal income tax consequences, such as ineligibility for any preferential tax rates
on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements
under U.S. federal income tax laws and regulations. A “mark-to-market” election may be available that will alter the consequences
of PFIC status if our ordinary shares are regularly traded on a qualified exchange. For further discussion, see “Taxation—Material
U.S. Federal Income Tax Considerations—Passive Foreign Investment Company Rules.” Investors should consult their own tax advisors
regarding all aspects of the application of the PFIC rules to our ordinary shares.
If we are unable to maintain effective internal control over financial
reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price
of our ordinary shares could be negatively affected.
As a public company, we are required to maintain internal controls over financial reporting and to report
any material weaknesses in such internal controls. We are required to furnish a report by management on the effectiveness of our internal
control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. If we identify material weaknesses in our internal
control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our
internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an
opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness
of our financial reports and the market price of our ordinary shares could be negatively affected, and we could become subject to investigations
by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial
and management resources.
Our dividend policy is subject to change at the discretion of our
Board of Directors and there is no assurance that our Board of Directors will declare dividends in accordance with this policy.
Our Board of Directors has adopted a dividend policy, which was recently amended in August 2022, to distribute
a dividend to our shareholders on a quarterly basis at a rate of 30% of the net quarterly income of each of the first three fiscal quarters
of the year, while the cumulative annual dividend amount to be distributed by the Company (including the interim dividends paid during
the first three fiscal quarters of the year) will total 30-50% of the annual net income, all subject to our Board of Directors' absolute
discretion at the time of any such distribution, and the satisfaction of the applicable relevant tests under the Israeli Companies law
at the time of these distributions. During 2022 the Company paid cash dividends of approximately $2.04 billion, $342 million, $570 million
and $354 million, or a total of $3.30 billion (or $17.0, $2.85, $4.75 and $2.95 per ordinary share), on April 4, 2022, June 8, 2022, September
8, 2022, and December 7, 2022, respectively. During 2021 the Company paid a special cash dividend of approximately $237 million, or $2.00
per ordinary share and a cash dividend of approximately $299 million, or $2.50 per ordinary share. On March 13, 2023, in accordance with
the Company's dividend policy, our Board of Directors declared a cash dividend of approximately $769 million, or $6.40 per ordinary share.
Together with prior dividend distributions made on account of 2022, dividend distributions for the year totaled approximately 44% of the
year’s net income. The dividend will be paid on April 3, 2023, to holders of ZIM ordinary shares as of March 24, 2023. Since the
foregoing declared dividend amount per ordinary share constitutes more than 25% of the Company’s ordinary share price on the declaration
date (March 13, 2023), per the instructions of the NYSE, the ex-dividend date with respect to this dividend distribution will be April
4, 2023. Shareholders who wish to receive the dividend must hold their ZIM shares until the ex-dividend date.
Any dividends must be declared by our Board of Directors, which will take into account various factors
including our profits, our investment plan, our financial position and additional factors it deems appropriate. While we initially intend
to distribute 30 - 50% of our annual net income, the actual payout ratio could be anywhere from 0% to 50% of our net income, and may fluctuate
depending on our cash flow needs and such other factors. There can be no assurance that dividends will be declared in accordance with
our Board’s policy or at all, and our Board of Directors may decide, in its absolute discretion, at any time and for any reason,
not to pay dividends, to reduce the amount of dividends paid, to pay dividends on an ad-hoc basis or to take other actions, which could
include share buybacks, instead of or in addition to the declaration of dividends. Accordingly, we expect that the amount of any cash
dividends we distribute will vary between distributions as a result of such factors. We have not adopted a separate written dividend policy
to reflect our Board’s policy.
Our ability to pay dividends is limited by Israeli law, which permits the distribution of dividends only
out of distributable profits and only if there is no reasonable concern that such distribution will prevent us from meeting our existing
and future obligations when they become due. See “Item 8.A - Consolidated Statements and Other Financial Information -
Dividend policy.”
ITEM 4. INFORMATION ON THE COMPANY
A. History
and development of the company
Founded in Israel in 1945, we purchased our first ship in 1947. In the 1950s and 1960s, we expanded our
fleet and global shipping lines. In 1969, approximately 50% our company was acquired by Israel Corporation Ltd., which moved us away
from government ownership. In 1972, we launched our first cargo shipping service. We continued to expand globally, including establishing
a presence in China, and renovated our fleet in the late 1980s. In 2004, we were fully privatized. From 2010 through present, we have
focused on changing our strategy and adopting a comprehensive transformation strategy designed to improve our long-term commercial and
operational processes by reducing operational expenses and increasing profitability.
35
The shipping industry experienced significant instability and volatility from 2008 into 2012, primarily
as a result of persistently high fuel prices, slow growth in demand and an over-supply of shipping services. Against this backdrop, in
2013, we initiated a dialogue with our financial creditors and other parties and reached a consensual restructuring agreement in July 2014.
Our strategic operational cooperation with the 2M Alliance, which was announced in July 2018 and amended in February 2022, allows
us to provide faster, more efficient service and a wider geographic coverage in our most critical trade lanes, enabling us to provide
our customers with improved product portfolio, larger port coverage and better transit time, while generating cost efficiencies. In January
2023 the 2M Alliance members, Maersk and MSC, announced the termination of the 2M Alliance in January 2025.
Our ordinary shares have been listed on the New York Stock Exchange under the symbol "ZIM" since January
28, 2021. During 2021 we have made a full early repayment of our Series 1 and Series 2 notes (Tranches C and D), in a total amount of
US$434 million, reflecting a full settlement of the outstanding indebtedness related to such notes and resulting in the removal of the
related provisions and limitations. In addition, during 2021 and 2022 we have made dividend payments of approximately US$3.84 billion
in the aggregate to our shareholders.
Our legal and commercial name is ZIM Integrated Shipping Services Ltd. Our principal place of business
is located at 9 Andrei Sakharov Street, P.O. Box 15067, Matam, Haifa, 3190500. The telephone number of our principal place of business
is +972 4 8652111. Our website is www.zim.com. We have included our website address in
this Annual Report solely for informational purposes. Information contained on, or that can be accessed through, our website does not
constitute a part of this Annual Report and is not incorporated by reference herein. The SEC maintains an internet site that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, which can be
found at http://www.sec.gov. Our agent for service of process is ZIM American Integrated Shipping Services Company, LLC, whose address
is 5801 Lake Wright Drive, Norfolk, Virginia 23502, United States, and whose telephone number is 757‑228‑1300.
B. Business
Overview
Our company
We are a global container liner shipping company with leadership positions in niche markets where we believe
we have distinct competitive advantages that allow us to maximize our market position and profitability. Founded in Israel in 1945, we
are one of the oldest shipping liners, with over 75 years of experience, providing customers with innovative seaborne transportation
and logistics services with a reputation for industry leading transit times, schedule reliability and service excellence.
Our main focus is to provide best-in-class service for our customers while maximizing our profitability.
We have positioned ourselves to achieve industry-leading margins and profitability through our focused strategy, commercial excellence,
agile approach and flexibility in responding to changing market conditions and enhanced digital tools. As part of our “Innovative
Shipping” vision, we rely on careful analysis of data, including business and artificial intelligence, to better understand the
needs of our customers and digitize our products accordingly, without compromising our personal touch. We operate and innovate as a truly
customer-centric company, constantly striving to provide a best-in-class product offering.
As of December 31, 2022, we operated a fleet of 150 vessels and chartered-in 94.2% of our TEU capacity
and 94.0% of the vessels in our fleet. For comparison, according to Alphaliner, our competitors chartered-in on average approximately
45.3% of their fleets as of the end of 2022 (in accordance with Alphaliner January 2023 Report). During 2021 and 2022 we have entered
into several strategic long-term charter agreements, including two strategic agreements with Seaspan for the long-term charter of ten
15,000 TEU and fifteen 7,000 TEU LNG (liquified natural gas dual-fuel) container vessels to serve ZIM’s Asia-US East Coast Trade
and other global-niche trades, with the first vessel delivered to us in February 2023, and the other nine vessels expected to be delivered
to us during 2023-2024. We have also entered into a new eight-year charter agreement with a shipping company that is an affiliate of our
largest shareholder, Kenon Holdings Ltd., according to which we will charter three 7,000 TEU LNG dual fuel container vessels, expected
to be delivered during the first and second quarters of 2024. Furthermore, in February 2022 we announced a new chartering agreement with
Navios Maritime Partners L.P. for a total of 13 vessels (including five of which are secondhand), ranging from 3,500 to 5,300 TEUs, and
in March 2022 we announced we have entered into a seven-year charter transaction for six 5,500 TEU wide beam newbuild vessels with MPC
Container Ships ASA and MPC Capital AG scheduled to be delivered between May 2023 and February 2024. See - “Our vessel fleet –
Strategic Chartering Agreements”. During the second half of 2021 we have completed the purchase of eight secondhand vessels, ranging
from 1,100 to 4,250 TEU, in several separate transactions, for an aggregated amount of $355 million, with all vessels delivered to us
as of the date of this Annual report. See– “Our Vessel Fleet”.
36
As of December 31, 2022, we chartered-in most of our capacity; in addition, 80.9% of our chartered-in vessels
are under leases having a remaining charter duration of more than one year (or 83.1% in terms of TEU capacity). We continue to adjust
our operations in response to the effects of COVID-19 pandemic and other recent geopolitical trends (including the Russia-Ukraine conflict).
Our fleet, mainly in terms of the size of our vessels, enables us to optimize vessel deployment to match the needs of both mainlane and
regional routes and to ensure high utilization of our vessels and specific trade advantages. Almost all of our operated vessels have capacities
that range from less than 1,000 TEUs to almost 12,000 TEUs, with one 15,000 TEU LNG (dual fuel) vessel delivered to us in February 2023
in accordance with our long-term charter agreement with Seaspan, and the nine other vessels expected to be delivered during 2023-2024.
(See “–Our vessel fleet – Strategic chartering Agreements”). Furthermore, we operate a modern and specialized
container fleet, which we significantly increased during 2021 to a capacity of nearly one million TEUs.
We operate across five geographic trade zones that provide us with a global footprint. These trade zones
include (for the year ended December 31, 2022, of carried TEUs): (1) Transpacific (34%), (2) Atlantic (15%), (3) Cross
Suez (13%), (4) Intra-Asia (31%) and (5) Latin America (7%). Within these trade zones, we strive to increase and sustain profitability
by selectively competing in niche trade lanes where we believe that the market is underserved and that we have a competitive advantage
versus our peers. These include both trade lanes where we have an in-depth knowledge, long-established presence and outsized market position
as well as new trade lanes into which we are often driven by demand from our customers as they are not serviced in-full by our competitors.
Several examples of niche trade lanes within our geographic trade zones include: (1) US East Coast Gulf to Mediterranean
lane (Atlantic trade zone) where we maintain a 13.4% market share, (2) East Mediterranean Black Sea to Far East lane (Cross
Suez trade zone), 8.5% market share and (3) Far East to US East Coast (Pacific trade zone), 8.6% market share, in each case according
to the Port Import/Export Reporting Service (PIERS) and Container Trade Statistics (“CTS”).
During 2022 and to the date of this Annual Report, we announced the following main newly launched services
and service upgrades: (1) the extension of ZMI service connecting the Indian sub-continent and the East Mediterranean to service the East
Mediterranean- North Europe trade; (2) a new Venezuela feeder line and the upgrade of two existing central American lines; (3) a new speedy
e-commerce service from China and South East Asia to the US East Coast (“ZXB”), which was further upgraded in February 2023;
(4) the commencement of two separate and independent new Asia Pacific North West and Asia Mediterranean services in April 2022; (5) the
upgrade of the Turkey- USEC (“ZCT”) line to a weekly service; (6) a new Thailand Fremantle Express (“TFX”) Service,
covering major ports in South East Asia and Australia, and; (7) the ZIM Colibri Xpress (“ZCX”), a new premium line from South
America West Coast to the USEC.
In addition to containerized cargo, in an effort to respond to increased demand for car carrier services,
and specifically to the increase in vehicle exports from China (and electric and hybrid cars in particular), we also transport vehicles
(such as cars, buses and trucks) via dedicated car carrier vessels westbound from Asia, and primarily from China, Japan, South Korea and
India. Currently, we charter 11 car carrier vessels and we have expanded the volume and our range of services to include additional calls
to ports in Europe, the Mediterranean and South America. Despite the uncertainty caused by the slowing global economy, the outlook for
the car carrier industry remains positive thanks to modest fleet growth in 2023 and suppressed demands for light vehicles.
37
As of December 31, 2022, we operated a global network of 67 weekly lines, calling
at approximately 300 ports, delivering cargo to and from more than 90 countries. Our complex and sophisticated network of lines allows
us to be agile as we identify markets in which to compete. Within our global network we offer value-added and tailored services, including
operating several logistics subsidiaries to provide complimentary services to our customers. We continue to develop our network of additional
logistics companies in order to provide comprehensive services to our customers. These subsidiaries, which we operate, among others, in
China, Vietnam, Canada, Brazil, India, Singapore, Hong Kong and the U.S, are asset-light and provide services such as land transportation,
custom brokerage, LCL, project cargo and air freight services. Out of ZIM’s total volume in the twelve months ended December 31,
2022, approximately 20% of our TEUs carried utilized additional elements of land transportation.
Our network is significantly enhanced by cooperation agreements with other container
liner companies and alliances, allowing us to maintain a high degree of agility while optimizing fleet utilization by sharing capacity,
expanding our service offering and benefiting from cost savings. Such cooperation agreements include vessel sharing agreements (VSAs),
slot purchase and swaps. Our strategic collaboration with the 2M Alliance, comprised of the two largest global carriers (Maersk and MSC,
which announced the termination of the 2M Alliance in January 2025), was launched in September 2018, amended in February 2022, and provides
faster, wider and more efficient service in the Asia- US East Coast and the Asia- US Gulf Coast with two trade lanes, seven services and
approximately 15,000 weekly TEUs. In addition to our collaboration with the 2M Alliance, we also maintain a number of partnerships with
various global and regional liners in different trades. For example, in the Intra-Asia trade, we partner with both global and regional
liners in order to extend our services in the region.
We have a highly diverse and global customer base with approximately 34,000 customers
(which considers each of our customer entities separately, also when it is a subsidiary or branch of another customer) using our services.
In 2022, our 10 largest customers represented approximately 16% of our freight revenues and our 50 largest customers represented approximately
31% of our freight revenues. One of the key principles of our business is our customer-centric approach and we strive to offer value-added
services designed to attract and retain customers. Our strong reputation, high-quality service offering and schedule reliability has generated
a loyal customer base, with 8 of our 10 top customers in 2022 having a relationship with the Company lasting longer than 10 years.
We have focused on developing industry-leading and best in class technologies to support
our customers, including improvements in our digital capabilities to enhance both commercial and operational excellence. We use our technology
and innovation to power new services, improve our best-in-class customer experience and enhance our productivity and portfolio management.
Several recent examples of our digital services include: (i) ZIMonitor, which is an advanced tracking device that provides 24/7 online
alerts to support high value cargo, (ii) eZIM, our easy-to-use online booking platform; (iii) eZQuote, a digital tool that allows
customers the ability to receive instant quotes with a fixed price and guaranteed terms; (iv) Draft B/L, an online tool that allows
export users to view, edit and approve their bill of lading online without speaking with a representative; and (v) ZIMGuard, an artificial
intelligence-based internal tool designed to detect possible misdeclarations of dangerous cargo in real-time. Furthermore, we have formed
a number of partnerships and collaborations with third party start-ups for the development of multiple engines of growth which are adjacent
to our traditional container shipping business. These technological partnerships and initiatives include: (i) “ZKCyberStar”,
a collaboration with Konfidas, a leading Israeli cyber-security consulting company, to provide bespoke cyber-security solutions, guidance,
methodology and training to the maritime industry; (ii) “ZIMARK”, a new initiative in cooperation with Sodyo (in which
we made an additional investment in 2022), an early stage scanning technology company, aimed to provide visual identification solutions
for the entire logistics sector (inventory management, asset tracking, fleet management, shipping, access control, etc.) This technology
is extremely fast and is suitable for multiple types of media; (iii) Our investment in and partnership with WAVE, a leading electronic
bill of lading based on blockchain technology, to replace and secure original documents of title; (iv) Our investment in Hoopo Systems
Ltd., a provider of cutting edge tracking solutions for unpowered assets; (v) Ship4wd, a digital freight forwarding platform offering
an online, simple and reliable self-service end to end shipping solution, that is initially targeting US Canadian small and medium-sized
businesses importing from China, Vietnam and Israel; (vi) our investment in Data Science Consulting Group (DSG), a leading technology
company specializing in Artificial Intelligence based products, solutions and services, developer of e-volve, a holistic AI governance
and decision management system, and our co-creator of a center of excellence for the development of AI tools for the maritime shipping
industry; (vii) 40Seas, an innovative fintech company serving as a platform for cross-border trade financing, in which we have made an
equity investment in addition to extending an approximate $100 million credit facility, with an option subject to both parties’
agreement to increase this credit facility up to $200 million.
38
Achieving industry leading profitability margins through both effective cost management
initiatives as well as top-line improvement strategies is one of the primary focuses of our business. Over the past three years we
have taken initiatives to reduce and avoid costs across our operating activities through various cost- control measures and equipment
cost reduction (including, but not limited to, equipment interchanges such as swapping containers in surplus locations, street turns to
reduce trucking of empty containers and domestic repositioning from inland ports). Our digital investment in our information technology
systems has allowed us to develop a highly sophisticated allocation management tool that gives us the ability to manage our vessel and
cargo mix to prioritize higher yielding bookings. The capacity management tool as well as our agility in terms of vessel deployment enables
us to focus on the most profitable routes with our customers.
In addition to effective cost management, we would not have been able to achieve our
financial results without our unique organizational culture. Our vision and values, “Z-Factor,” is fully aligned with and
supports our strategy and long-term goals. Our vision of “Innovative shipping dedicated to you!” has driven our focus on innovation
and digitalization and has led us to become a truly customer-centric company. Our can-do approach and results-driven attitude support
our passion for commercial excellence and drives our focus on optimizing our cargo and customer mix. Through our core value of sustainability,
we aim to uphold and advance a set of principles regarding Ethical, Social and Environmental concerns. Our goal is to work resolutely
to eliminate corruption risks, promote diversity among our teams and continuously reduce the environmental impact of our operations, both
at sea and onshore. Our organizational culture enables us to operate at the highest level, while also treating our oceans and communities
with care and responsibility.
We are headquartered in Haifa, Israel. As of December 31, 2022, we had approximately
6,530 full-time employees worldwide (including contract workers). In 2022 and 2021, we carried 3.38 million and 3.48 million TEUs, respectively,
for our customers worldwide. During the same periods, our revenues were $12,562 million and $10,729 million, our net income was $4,629
million and $4,649 million and our Adjusted EBITDA was $7,541 million and $6,597 million, respectively.
Our services
With a global footprint of more than 200 offices and agencies in more than 90 countries,
we offer both door-to-door and port-to-port transportation services for all types of customers, including end-users, consolidators and
freight forwarders.
39
Comprehensive logistics solutions
We offer our customers comprehensive logistics solutions to fit their transportation
needs from door-to-door. Our wide range of transportation services, handled by our highly trained sea and shore crews and supported with
personalized customer service and our unified information technology platform, allows us to offer our customers higher quality and tailored
services and solutions at any time around the world.
Our customers place orders either online or with a customer service member in one of
our regional agencies located around the world. We issue the bill of lading detailing the terms of the shipment and, in the case of a
typical door-to-door order, we deliver an empty container to the shipper’s designated address. Once the shipper has filled the container
with cargo, it is transported to a container port, where it is loaded onto our cargo vessel. We have experience in shipping various types
of cargo, such as over-sized cargo, dangerous and hazardous cargo, cars, trucks and vehicles and reefer shipments. The container is shipped
either directly to the destination port or via one of our scheduled ports of call, where it is transferred, or “transshipped,”
to another ship. When the container arrives at the final destination port, it is off-loaded from the ship and delivered to the recipient
or a designated agent via land transportation. We partner with regional and local land transportation operators to provide a range of
inland transportation services via rail, truck and river barge, often combining multiple modes of transportation to ensure efficient and
cost-effective operation with minimum transit time. Out of ZIM’s total volume in the twelve months ended December 31, 2022, approximately
20% of our TEUs carried utilized additional elements of land transportation. We continuously strive to find logistic solutions for land
transportation service offering under the current market conditions.
We also offer ZIMonitor, our premium reefer cargo tracking service. ZIMonitor is an advanced
real- time monitoring device that, among other things, allows our customers to monitor their shipments in real time. See “—
Types of cargo — Specialized cargo” below. We have also partnered with Alibaba through our logistics subsidiary in China
to expand our offerings to small- and medium-sized enterprises who conduct their business through Alibaba’s platform. Our commercial
cooperation agreement with Alibaba was extended until March 2024.
We believe that our global-niche strategy, as well as our focus on customer-centric services,
place us in a good position to attract new customers through our reliable and competitive services.
Our services and geographic trade zones
As of December 31, 2022, we operated a global network of 67 weekly lines, calling
at approximately 300 ports delivering cargo to and from more than 90 countries. Our shipping lines are linked through hubs that strategically
connect main lines and feeder lines, which provide regional transport services, creating a vast network with connections to and from smaller
ports within the vicinity of main lines. We have achieved leadership positions in specific markets by focusing on trades where we have
distinct competitive advantages and can attain and grow our overall profitability.
Our shipping lines are organized into geographic trade zones by trade. The table below
illustrates our primary geographic trade zones and the primary trades they cover, as well as the percentage of our total TEUs carried
by geographic trade zone for the years ended December 31, 2022, 2021 and 2020:
|
Year ended December 31, |
||||||||||||||
|
Geographic trade zone (percentage
of total TEUs carried for the period) |
Primary trade |
2022 |
2021 |
2020 |
||||||||||
|
Pacific |
Transpacific |
34 |
% |
39 |
% |
40 |
% | |||||||
|
Cross-Suez |
Asia-Europe |
13 |
% |
10 |
% |
12 |
% | |||||||
|
Atlantic-Europe |
Atlantic |
15 |
% |
18 |
% |
21 |
% | |||||||
|
Intra-Asia |
Intra-Asia |
31 |
% |
27 |
% |
21 |
% | |||||||
|
Latin America |
Intra-America |
7 |
% |
6 |
% |
6 |
% | |||||||
|
100 |
% |
100 |
% |
100 |
% | |||||||||
Pacific geographic trade zone
The Pacific geographic trade zone serves the Transpacific trade, which covers trade between
Asia, including China, Korea, Southeast Asia, the Indian subcontinent, and the Caribbean, Central America, the Gulf of Mexico and the
east coast and west coast of the United States and Canada. Our services within this geographic trade zone also connect to Intra-Asia and
Intra-America regional feeder lines, which provide onward connections to additional ports.
40
Pacific Northwest service. Based on information
from Piers, Port of Vancouver and Prince Rupert Port Authority, approximately 44% of all goods shipped to the United States are transported
via ports located in the west coast of the United States and Canada. These include local discharge as well as delivery by train or trucks
to their final destinations, mainly to the Midwestern United States and to the central and eastern parts of Canada. We hold a position
within the PNW, via the Canadian gateway Vancouver, which enable us to serve the very large Canadian and U.S. Midwest markets quickly
and efficiently. Our strategic relationships in these markets with Canadian National Railway Company (“CN”), a rail operator,
have allowed us to obtain competitive rates and provide consistent, high-quality service to our customers. In April 2022 we launched an
independent service line to the Pacific Northwest trade, replacing the previous cooperation with the 2M Alliance.
Pacific Southwest Coast service - In response
to the growing trend in eCommerce, we launched during 2020 and 2021, three eCommerce Xpress high-speed services, focusing on e-Commerce
between South China and Los Angeles (ZEX, ZX2 and ZX3 lines). As a result of current global market conditions due to COVID-19, we have
experienced heavy congestion in USWC ports throughout 2021. To date, we have suspended ZEX, ZX2 and ZX3.
Asia-U.S. All-Water service. With respect to
the Asia-U.S. east coast trade, “all-water” refers to trade between Asia and the U.S. east coast and Gulf Coast using marine
transportation only, via the Suez or Panama Canal. In accordance with our agreement with the 2M as amended in February 2022 effective
from April 2022, ZIM operates one out of the five joint Asia to USEC services (ZCP) as well as one of two joint Asia to USGC services
(ZGX). We plan to deploy ZIM’s 15,000 TEU LNG dual fuel vessels expected to be delivered to us during 2023 on the ZCP. (see “Our
vessel fleet - Strategic chartering agreements”).
As of December 31, 2022, we offered 11 services in the Pacific geographic trade
zone, which had an effective weekly capacity of 23,589 TEUs and covered all major international shipping ports in the Transpacific trade.
Our services in the Pacific geographic trade zone accounted for 50% of our freight revenues from containerized cargo for the year
ended December 31, 2022.
Cross-Suez geographic trade zone
The Cross-Suez geographic trade zone serves the Asia-Europe trade, which covers trade
between Asia and Europe (including the Indian sub-continent) through the Suez Canal, primarily focusing on the Asia- Black Sea/East Mediterranean
Sea sub-trade, which is one of our key strategic zones. In previous years this trade was characterized by intense competition, and we
have undertaken several initiatives to help us remain competitive within it.
Our cooperation with the 2M Alliance which began in March 2019 as a slot charter agreement
on two services from Asia to the East Mediterranean was terminated effective as of April 2022. Consequently, we launched an independent
service line on the Asia-Mediterranean trade replacing our cooperation with the 2M Alliance on this trade. In addition, we terminated
our slot purchase from MSC which began in October 2018 on two lines in India-East Mediterranean trade and we replaced this cooperation
with an independent service line on this trade in December 2021 (ZMI). This service was extended to North Europe as of February 2022.
As of December 31, 2022, we offered two services in the Cross-Suez geographic trade
zone, which had an effective weekly capacity of 6,000 TEUs and covered all major international shipping ports in the East Mediterranean,
the Black Sea, China, East and Southeast Asia and India. The Cross-Suez geographic trade zone accounted for 14% of our freight revenues
from containerized cargo for the year ended December 31, 2022.
Atlantic-Europe geographic trade zone
The Atlantic-Europe geographic trade zone serves the Atlantic trade, which covers trade
between North America and the Mediterranean, along with Intra-Europe/Mediterranean trade. Our services within this geographic trade zone
also connect to Intra-Mediterranean and Intra-America regional feeder lines which provide onward connections to additional ports. Since
2014, we have had a cooperation agreement with Hapag-Lloyd and other companies in our Atlantic services. In addition, we have terminated
our cooperation agreements with MSC in the Intra-Europe/Mediterranean trade and intend to replace this cooperation with an extension to
North Europe on our ISC-Mediterranean independent service. We also have a cooperation agreement with COSCO in the Intra-Mediterranean
trade.
41
As of December 31, 2022, we offered 9 services within this geographic trade zone,
with an effective weekly capacity of 8,759 TEUs, covering major international shipping ports in the East and West Mediterranean, the Black
Sea, Northern Europe, the Caribbean, the Gulf of Mexico, and the east and west coasts of North America. The Atlantic-Europe geographic
trade zone accounted for 11% of our freight revenues from containerized cargo for the year ended December 31, 2022.
Intra-Asia geographic trade zone
The Intra-Asia and Asia-Africa geographic trade zone serves the Intra-Asia trade, which
covers trades within regional ports in Asia, including ISC (Indian sub-continent), Africa and Australia. The Intra-Asia geographic trade
zone accounted for 18% of our freight revenues from containerized cargo for the year ended December 31, 2022. Our services within
this geographic trade zone feed into the global lines of the Pacific and Cross-Suez trades. This geographic trade zone is characterized
by extensive structural changes that we have made to respond to changes in trade and market conditions.
The Intra-Asia market is highly fragmented with many active carriers, all with relatively
small market shares. Local shipping companies have a significant presence within this trade, which is primarily serviced by relatively
small vessels. However, larger vessels that operate in the intercontinental trade also serve this trade and call at ports within the region.
We have cooperation agreements with several other shipping companies within this trade.
Demand in this trade is impacted by, among other things, the relatively low cost of labor
in the area and its proximity to developing economies with high growth rates, which incentivizes the manufacturing of finished products
for export and trades in unfinished products passing between countries before their final passage to other trades via long-distance trade.
As of December 31, 2022, we offered 32 services within this geographic trade zone with
an effective weekly capacity of 20,505 TEUs. Our services within this geographic trade zone cover major regional ports, including those
in China, Korea, Thailand, Vietnam and other ports in Southeast Asia, India, Africa, Thailand, Vietnam, New Zealand and Australia, and
connect to shipping lines within our Cross-Suez and Pacific geographic trade zones.
Latin America geographic trade zone
The Latin America geographic trade zone consists of the Intra-America trade, which covers
trade within regional ports in the Americas, as well as trade between the South American east coast and Asia and trade between the South
American east coast and West Mediterranean. The regional services within this geographic trade zone are linked to our Pacific and Atlantic-Europe
geographic trade zones. We cooperate with other carriers within the regional services: We cooperate with Maersk via a vessel sharing agreement
in the Asia-East Coast South America, and we cooperate with other carriers on the Mediterranean- East Coast South America sub-trades mostly
by slots purchase.
As of December 31, 2022, we offered 13 services within this geographic trade zone as
well as a complementary feeder network with an effective weekly capacity of 3,642 TEUs and operated between major regional ports, including
ports in Brazil, Argentina, Uruguay, Mexico, the Caribbean, Central America, China, U.S. Gulf Coast, U.S. east coast and the West Mediterranean,
and connect to our Pacific and Atlantic- Europe services. The Latin America geographic trade zone accounted for 7% of our freight revenues
from containerized cargo for the year ended December 31, 2022.
42
Types of cargo
The following table sets forth details of the types of cargo we shipped during the twelve
months ended December 31, 2022 as well as the related quantities and volume of containers (owned and leased).
|
Type of Container |
|
Type of Cargo |
|
Quantity |
|
TEUs |
|
Dry van containers |
|
Most general cargo, including commodities in bundles, cartons, boxes,
loose cargo, bulk cargo and furniture |
|
1,860,853 |
|
3,131,023 |
|
Reefer containers |
|
Temperature controlled cargo, including pharmaceuticals, electronics and perishable
cargo |
|
96,200 |
|
189,610 |
|
Other specialized containers |
|
Heavy cargo and goods of excess height and/or width, such as machinery, vehicles and
building |
|
48,778 |
|
59,353 |
|
|
|
2,005,831 |
3,379,986 |
Other Specialized cargo
We offer specialized shipping solutions through a dedicated team of supply chain experts
that designs tailor-made solutions for our customers’ specific transportation needs, issues approvals and documentation, arranges
for insurance and provides other logistics services for all kinds of specialized cargo, including:
| • |
Out-of-gauge cargo. Cargo that is over-weight, over-height, over-length and/or over-width
can present many challenges and issues relating to proper stowage, securing and handling. We maintain our containers to the highest standards
and offer premium third-party services relating to these particular challenges. |
| • |
Dangerous and hazardous, cargo. We specialize in carrying Dangerous and hazardous shipments
safely in accordance with all applicable local and international rules and regulations. We ship a wide array of such cargos, and we employ
dedicated teams of specialists in five offices around the globe who are specially trained to guide our customers through every stage of
the supply chain challenges. We have also developed and implemented "ZIMGuard", an innovative artificial intelligence-based, screening
software designed to detect and identify incidents of misdeclared hazardous cargo before loading to vessel. |
| • |
Reefer cargo. Reefer cargo includes perishable goods, pharmaceuticals and electronics. Our
reefer specialists and merchant marine officers ensure the safe transport of reefer cargo with precise tracking and continuous monitoring
throughout the cold chain. During 2022 the portion of our reefer cargo carried out of our total carried TEU has grown by 8% compared to
2021, demonstrating our strategy to focus on reefers as one of our growth engines. In addition, as we strive to have the youngest reefer
fleet in the industry, we have also invested in new custom-made reefer containers already equipped with our ZIMonitor capabilities, as
well as in controlled atmosphere units which are designed to ship fresh produce cargo. |
At the end of 2015, we launched ZIMonitor, our premium reefer cargo tracking service.
ZIMonitor is a device attached to the engine of the reefer, and allows customers to track, monitor and remotely control sensitive, high-value
cargo, such as pharmaceuticals, food and delicate electronics. The device monitors, among other things, GPS location, temperature, humidity
and unnecessary container door opening. Customers can opt to receive alerts regarding their shipment via text message or email. ZIMonitor
is designed to comply with the good distribution practice guidelines (GDP), which are applicable to the pharmaceutical industry, and to
provide ongoing data flow, alerts in order to prevent cargo damage and automatic reports. Customers are also able to view their cargo
status online on our designated MyZim application. In addition, we employ a 24/7 dedicated response team to promptly respond to hundreds
of alerts daily.
Our vessel fleet
As of December 31, 2022, our fleet included 150 vessels (139 container vessels and 11
vehicle transport vessels), of which nine vessels were owned by us and 141 vessels are chartered-in (including 136 vessels accounted as
right-of-use assets under the lease accounting guidance of IFRS 16 and 4 vessels accounted under sale and leaseback refinancing agreements).
As of December 31, 2022, our operating fleet (including both owned and chartered vessels) had a capacity of 549,278 TEUs. The average
size of our vessels is approximately 3,952 TEUs, compared to an industry average of 4,564 TEUs.
43
During the second half of 2021 we have completed the purchase transaction of eights secondhand
vessels, ranging from 1,100 to 4,250 TEUs each, in several separate transactions, for an aggregated amount of US$ 355 million with all
purchased vessels delivered during 2021 and 2022. We may purchase additional secondhand vessels if we evaluate that such purchase is more
suited to our needs than other available alternatives.
We charter-in vessels under charter party agreements for varying periods. With the exception
of certain vessels for which charter rates were set in connection with a restructuring arrangement we undertook in 2014, our charter rates
are fixed at the time of entry into the charter party agreement and depend upon market conditions existing at that time. As of December
31, 2022, all of our chartered vessel agreements consist of chartering-in the vessel capacity for a given period of time against a daily
charter fee, with 137 vessels chartered while the crewing and technical operation of the vessel is handled by its owner, including 6 vessels
chartered-in under a time charter from related parties, and four vessels chartered-in under a “bareboat charter,” which consists
of chartering a vessel for a given period of time against a charter fee, with the operation of the vessel being handled by us. Subject
to any restrictions in the applicable arrangement, we determine the type and quantity of cargo to be carried as well as the ports of loading
and discharging.
Our vessels operate worldwide within the trading limits imposed by our insurance terms.
As of December 31, 2022, the remaining average duration of our chartered fleet was approximately 26 months, based on earliest period of
redelivery.
As of December 31, 2022 our fleet was comprised of vessels of various sizes, ranging
from less than 1,000 TEUs to 12,000 TEUs, which allows for flexible deployment in terms of port access and is optimally suited for deployment
in the sub-trades in which we operate. As of March 1, 2023, our fleet included 149 vessels (138 container vessels and 11 vehicle transport
vessels), of which 9 vessels are owned by us and 140 vessels are chartered-in (including four vessels accounted under sale and leaseback
refinancing agreements) and our owned and chartered container vessels had a capacity of 559,004 TEUs. As of March 1, 2023, this fleet
included the newly built vessel ZIM Sammy Ofer, a modern dual-fuel LNG vessel with a capacity of 15,000 TEUs, which is the first among
ten vessels of this type that we chartered in a long term chartering transaction with Seaspan that are expected to be delivered to us
during 2023-2024.
Further, as of March 1, 2023, approximately 113 of our chartered-in vessels are under
long-term leases with a remaining charter duration of more than one year, as we continue to actively manage our asset mix.
The following table provides summary information, as of December 31, 2022, about
our fleet:
|
|
|
Capacity |
|
|
||||
|
Number |
(TEU) |
Other Vessels |
Total(1)
| |||||
|
Vessels owned by us |
|
9 |
|
31,842 |
|
— |
|
9 |
|
Vessels chartered from parties related to us |
5 |
20,660 |
1 |
6 | ||||
|
Periods up to 1 year (from December 31, 2022) |
|
3 |
|
15,548 |
|
|
3 | |
|
Periods between 1 to 5 years (from December 31, 2022) |
|
2 |
|
20,660 |
|
1 |
|
3 |
|
Periods over 5 years (from December 31, 2022) |
|
— |
|
— |
|
— |
|
— |
|
Vessels chartered from third parties(2)
|
125 |
496,776 |
10 |
135 | ||||
|
Periods up to 1 year (from December 31, 2022) |
|
27 |
|
75,285 |
|
1 |
|
28 |
|
Periods between 1 to 5 years (from December 31, 2022) |
|
95 |
|
408,732 |
|
9 |
|
99 |
|
Periods over 5 years (from December 31, 2022) |
|
3 |
|
12,759 |
|
— |
|
3 |
|
Total(3)
|
|
139 |
|
549,278 |
|
11 |
|
150 |
| (1) |
Includes 136 vessels accounted as right-of-use assets under the accounting guidance of IFRS 16. |
| (2) |
Includes 130 vessels accounted as right-of-use assets under the accounting guidance of IFRS 16 and 4 vessels accounted under sale
and leaseback refinancing agreements. |
| (3) |
Under our time charters, the vessel owner is responsible for operational costs and technical management of the vessel, such as crew,
maintenance and repairs including periodic drydocking, cleaning and painting and maintenance work required by regulations, and certain
insurance costs. Transport expenses such as bunker and port canal costs are borne by us. For some of the vessels that we own and for our
vessels we charter under “bareboat” terms, we provide our own operational and technical management services or through a third-party
ship management service provider. Our operational management services include the chartering-in, sale and purchase of vessels and accounting
services, while our technical management services include, among others, selecting, engaging, and training competent personnel to supervise
the maintenance and general efficiency of our vessels; arranging and supervising the maintenance, drydockings, repairs, alterations and
upkeep of our vessels in accordance with the standards developed by us, the requirements and recommendations of each vessel’s classification
society, and relevant international regulations and maintaining necessary certifications and ensuring that our vessels comply with the
law of their flag state. |
44
Strategic Chartering Agreements
Long term charter agreement for LNG-Fueled Vessels
from Seaspan Corporation
In February 2021 we and Seaspan Corporation entered into a strategic agreement for
the long-term charter of ten 15,000 TEU liquified natural gas (LNG dual-fuel) container vessels, intended to be delivered between February 2023
and March 2024. Pursuant to the agreement, we will charter the vessels for a period of 12 years with the option to extend it
by additional charter periods. Our total cost during the term of the agreement will depend on the charter period and the initial payment
we select to pay. We were further granted by Seaspan a right of first refusal to purchase the chartered vessels should Seaspan choose
to sell them during the charter period, and an option to purchase the vessels at the end of the charter term. We intend to deploy these
vessels on our Asia-US East Coast Trade as an enhancement to our service on this strategic trade.
In addition, in July 2021 we announced a second strategic agreement with Seaspan for
the long-term charter for a consideration in excess of $1.5 billion, of ten 7,000 TEU LNG dual fuel container vessels with an option for
additional five vessels, to serve across ZIM’s various global niche trades, with vessels expected to be delivered during the fourth
quarter of 2023 and throughout 2024. In September 2021 we announced the exercise of an option granted to us under this agreement to long
term charter five additional 7,000 TEU LNG vessels, to be delivered during the third and fourth quarters of 2024, for an additional consideration
in excess of $750 million. Following the exercise of this option, the total vessels to be chartered under this second strategic agreement
is fifteen.
We expect to incur, in annualized charter hire costs per vessel, approximately US$17
million in respect of the abovementioned 15,000 TEU vessels, and approximately US$13 million in respect of the abovementioned 7,000 TEU
vessels, over the term of the agreements.
Long term charter agreement for LNG-Fueled vessels
from a shipping company affiliated with Kenon Holdings Ltd.
In January 2022 we entered into a new eight-year charter agreement with a shipping company
that is affiliated with Kenon Holdings Ltd., our largest shareholder, according to which we will charter three 7,000 TEU LNG dual-fuel
container vessels to be deployed in our global niche trades for a total consideration of approximately $400 million. The vessels will
be constructed at Korean-based shipyard, Hyundai Samho Heavy Industries and are scheduled to be delivered during the first and second
quarters of 2024.
Charter agreement with Navios Maritime Holdings
Inc.
In February 2022 we and Navios Maritime Holdings Inc. entered into a charter agreement
for the charter of thirteen container vessels comprising of five secondhand vessels and eight newbuild vessels of total consideration
of approximately $870 million. The five secondhand vessels’ capacity range from 3,500 to 4,360 TEUs and were delivered during the
first and second quarter of 2022 and deployed across ZIM’s global network. The eight 5,300 TEU wide beam newbuilds are scheduled
to be delivered during the third quarter of 2023 through the fourth quarter of 2024 and are expected to be deployed in trades between
Asia and Africa. The charter period of the secondhand vessels is approximately 4.5 years, whereas the charter duration of the newbuild
vessels is approximately five years.
Charter agreement with MPC Container Ships ASA
and MPC Capital AG
In March 2022 we and MPC Container Ships ASA and MPC Capital AG entered into a new charter
agreement according to which ZIM will charter a total of six 5,500 TEU wide beam newbuild vessels for a period of seven years and a total
consideration of approximately $600 million. The vessels will be constructed at Korean-based shipyard HJ Shipbuilding Construction
(formally known as Hanjin Heavy Industries Construction Co.) and are scheduled to be delivered between May 2023 and February 2024.
Our containers
In addition to the vessels that we own and charter, we own and charter a significant
number of shipping containers. As of December 31, 2022, we held 537 thousand container units with a total capacity of approximately
936 thousand TEUs, of which 37% were owned by us and 63% were leased (including 55% accounted as right-of- use assets). In some cases,
the terms of our leases provide that we will have the option to purchase the container at the end of the lease term.
45
Container fleet management
We aim to reposition empty containers in the most cost-efficient way in order to minimize
our overall empty container moves and container fleet while meeting demand. Due to a natural imbalance in demand between trade areas,
we seek to optimize our container fleet by repositioning empty containers at minimum cost in order to timely and efficiently meet our
customers’ demands. Our global logistics team oversees the internal management of empty containers and equipment to support this
optimization effort. In addition to repairing and maintaining our container fleet, our logistics team continuously optimizes the flow
of empty containers based on commercial demands and operational constraints. Below is a summary of our logistics initiatives relating
to container fleet management:
| • |
Slot swap agreements. We enter into agreements with other carriers for the exchange of vessel
space, or “slots”, for repositioning of empty containers. Under these agreements, other carriers offer ZIM space on
their own operated vessels, in exchange for space on our vessels for the purpose of repositioning empty containers. ZIM has greatly developed
this cooperation. We have slot swap agreements with 14 carriers and exchange thousands of TEUs each year. |
| • |
Slot sale agreements. We sell slots on board our vessels to transport empty containers.
|
| • |
One-way container lease. We use leasing companies and other shipping liners’ empty
containers to move cargo from locations with increased demand to over-supplied locations. We are a global leader in one-way container
volumes. |
| • |
Equipment sub-leases. We lease our equipment to other carriers and freight forwarders in
order to reduce our container repositioning and evacuation costs. |
We believe that through these initiatives, we are able to minimize costs associated with
natural trade imbalances, increase the utilization of our vessels, and reliably supply our customers with empty containers where and when
they are needed.
Our operational partnerships
We are party to a large number of cooperation agreements with other shipping companies
and alliances, which generally provide for the joint operation of shipping services by vessel sharing agreements, the exchange of capacity
and the sale or purchase of slots on vessels operated by us or other shipping companies. We do not participate in any alliances, which
are a type of vessel sharing agreement that involves joint operations of fleets of vessels and sharing of vessel space in multiple trades,
although we do partner with the 2M Alliance in a strategic cooperation as described below. By not participating in alliances and focusing
instead on cooperation agreements, we are able to capture many of the benefits of alliance membership while retaining a higher degree
of strategic flexibility than is typically afforded to alliance members. Our cooperation agreements provide us with access to a wider
coverage of ports and specialized lines, which enables us to improve our transit times and reduce operational expenses and repositioning
costs.
Strategic Cooperation Agreement with the 2M Alliance
In April 2022 we amended and extended our agreement with the 2M Alliance to include the
extension of our collaboration on the Asia-U.S. East Coast (USEC) and Asia-U.S. Gulf Coast (USGC) under a full slot exchange and vessel
sharing agreement originally established in September 2018 and August 2019, respectively. The strategic cooperation on the Asia-USEC currently
includes a joint network of five loops between Asia and USEC, out of which one is operated by us and four are operated by the 2M Alliance.
In addition, we and the 2M Alliance agreed to swap slots on all five loops under the agreement and we could purchase additional slots
in order to meet total demand in these trades. The strategic cooperation on the Asia-USGC currently includes two services, of which one
is operated by us, and one is operated by the 2M Alliance. We have replaced our previous cooperation with the 2M Alliance established
in March 2019 on the Asia – Mediterranean and Asia - American Pacific Northwest with our own independent services. Under our new
collaboration agreement with the 2M, we or the 2M Alliance may terminate the agreement by providing a six-month prior written notice following
the initial 12-month period from the effective date of the agreement, which is a shorter period compared to the original agreement terms.
Furthermore, in January 2023 the members of the 2M Alliance announced the termination of the 2M Alliance in January 2025. We intend to
deploy our 15,000 TEU LNG dual fuel vessels expected to be delivered during 2023-2024 on our operated service, ZCP, as part of our joint
Asia-USEC network with the 2M Alliance. This strategic cooperation with the 2M Alliance enables us to provide our customers with improved
port coverage and transit time, while generating cost efficiencies.
46
The table below shows our operational partners by geographic trade zone as of December 31,
2022:
|
Geographic trade zone | ||||||||||
|
Partner |
|
Pacific |
|
Cross-Suez |
|
Intra-Asia |
|
Atlantic-Europe |
|
Latin America |
|
A.P. Moller-Maersk(1)
|
|
✓ |
|
✓ |
|
✓ | ||||
|
Mediterranean Shipping Company(1)
|
|
✓ |
|
|
|
✓ | ||||
|
CMA CGM S.A. |
|
|
|
|
✓ |
|
|
|
| |
|
Evergreen Marine Corporation |
|
|
|
|
✓ |
|
|
|
| |
|
Hapag-Lloyd AG(2)
|
|
|
|
✓ |
|
✓ |
|
✓ | ||
|
China Ocean Shipping Company (COSCO) |
|
|
|
✓ |
|
✓ |
|
| ||
|
ONE |
|
|
|
|
✓ |
|
✓ |
|
| |
|
Orient Overseas Container Line Limited (OOCL) |
|
|
|
|
✓ |
|
|
|
| |
|
Yang Ming Marine Transport Corporation |
|
|
|
✓ |
|
✓ |
|
| ||
|
Hyundai Merchant Marine Co., Ltd. |
|
|
|
|
✓ |
|
|
|
| |
|
Others |
|
|
|
✓ |
|
|
✓ | |||
| (1) |
Our cooperation with Maersk and MSC is under the 2M Alliance framework. However, in the Latin America we also have a separate bilateral
cooperation agreement with MSC, and our separate bilateral cooperation with MSC on the Atlantic terminated effective as of April 2022.
We also have a separate bilateral cooperation agreement with Maersk in the Latin America and Intra Asia trades. |
| (2) |
With respect to the Atlantic-Europe trade, we have a swap agreement with THE Alliance member Hapag-Lloyd, supporting ZIM loadings
on THE Alliance service on this trade. ZIM also has a separate bilateral agreement with respect to the Atlantic-Europe trade with Hapag-Lloyd
in its standalone capacity. |
Our customers
We believe that as one of the oldest cargo shipping companies in the world, our extensive
experience, our consistent track record of stable operations and our reputation for reliability and efficiency enable us to retain our
existing customers and attract new customers.
In 2022, we had more than 34,000 customers using our services on a non-consolidated basis.
Our customer base is well-diversified, and we do not depend upon any single customer for a material portion of our revenue. For the year
ended December 31, 2022, no single customer represented more than 3% of our revenues. Additionally, our customers have maintained a high
degree of retention and loyalty to our business. For the fourth year in a row, we scored 85 or above on the Customer Loyalty Index in
the Yearly Customer Experience Survey conducted by Ipsos (the third largest global market research company), which is considered above
the worldwide average score. Eight of our 10 largest customers by revenue have been doing business with us for more than 10 years, and
five of these customers have been doing business with us for more than 25 years. Five of our largest 10 customers by revenue in the fiscal
year ended December 31, 2022, have been in the top 10 in each year since 2019. Our customers include blue chip companies as well as a
growing customer base of small- and medium-sized enterprises.
We intend to continue to strengthen our relationships with our key customers and to increase
our direct sales to small- and medium-sized enterprises, or SMEs, which we define as customers that ship up to 200 TEUs annually. Under
this definition, for the years ended December 31, 2022 and 2021, SMEs represented 19% and 17%, respectively, of our aggregate carried
volume worldwide. We believe this large and growing segment of the cargo shipping market represents a significant growth opportunity for
us within certain of the jurisdictions in which we operate, including China, India, South-East Asia, United States, Canada, Brazil, Israel,
Turkey and Italy, wherein we have a dedicated sales team for this growing segment. In addition, during 2021-2022 we have increased our
global deployment of services and presence by both establishing new local agencies and strengthening our partnerships primarily in Southeast
Asia, South America, Africa, Australia and New Zealand.
47
Our customers are divided into “end-users,” including exporters and importers,
and “freight forwarders.” Exporters include a wide range of enterprises, from global manufacturers to small family-owned businesses
that may ship just a few TEUs each year. Importers are usually the direct purchasers of goods from exporters, but may also comprise
sales or distribution agents and may or may not receive the containerized goods at the final point of delivery. Freight forwarders are
non-vessel operating common carriers that assemble cargo from customers for forwarding through a shipping company. We believe that a diverse
mix of cargo from both end-users and freight forwarders ensures optimal vessel utilization. End-users generally have long-term commitments
that facilitate planning for future volumes, which results in high entry barriers for competing carriers due to customer loyalty. Freight
forwarders have short-term contracts at renegotiated rates. As a result, entry barriers are low for competing carriers for this customer
base. Our relationships with large end-users give us better visibility on future cargo shipping transport volumes while our relationships
with large freight forwarders, which generate cargo in many locations worldwide, help us to optimize our trade flows.
During the last five years, end-users have constituted approximately 26% of our
customers in terms of TEUs carried, and the remainder of our customers were freight forwarders. Our contracts with our main customers
are typically for a fixed term of one year on all trades. Our contracts with customers may be for a certain voyage or period of time
and typically do not include exclusivity clauses in our favor. Our customer mix varies within each of the markets in which we operate,
as we tailor our sales and marketing strategies to the unique conditions of each specific market.
For the years ended December 31, 2022, 2021 and 2020, our five largest customers
in the aggregate accounted for approximately 10%, 12% and 10% of our freight revenues and related services, respectively, and 6%, 8% and
7% of our TEUs carried for each year.
Global Sales
Over the last 12 months, we employed 23 full-time sales professionals in our headquarters
in Haifa, Israel, and approximately 780 sales personnel worldwide in our various agency locations (including in Israel). Our sales force
is generally organized by customer or cargo type and supported by data-driven analytics to better understand our customers and better
address their needs while maintaining desired profitability levels. We currently manage over 90% of our business on our unified information
technology platform (CRM), which supports all our business processes. Operating on this unified platform enables our sales teams to quickly
and consistently deliver solutions to our customers. In addition, for the years ended December 31, 2022, and 2021, approximately
90% and 86%, respectively, of transactions with our customers were completed via our websites, our platforms and e-commerce platforms,
which reduces the error rate and costs associated with correcting errors. We have transformed our sales processes in all key markets in
which we operate, to working by our commercial excellence methodology, to ensure alignment between all the sales initiatives and take
our global sales a step forward. Each customer is assigned to a member of our sales team to serve as a single point of contact for all
the customer’s specific shipping needs.
Our sales teams are motivated by the operational and commercial targets we set for each
specific country. We believe that our global network of services and the local presence of our offices and agencies around the world enable
us to develop direct customer relationships, maintain a positive buying experience and increase the number of repeat customers. Our internal
marketing team complements our external sales efforts by providing training and support materials, such as marketing kits and question-and-answer
documents and ensuring the consistency of our brand messaging in our direct marketing, publicity, digital media and social media channels.
We have dedicated strategic accounts teams located in our headquarters in Haifa, supported
by regional teams, working directly with our strategic accounts, such as international freight forwarders and end- users (BCOs). Our sales
team in our headquarters works directly with sales executives in either owned, partially owned or contracted local agencies which perform
our primary sales and marketing functions and manage customer relationships on a day-to-day basis. We have an ability to provide proactive
and differentiated services level to our strategic accounts in Asia and the U.S.
We also employ specially trained and experienced sales experts for each type of specialized
cargo we carry, who are available to consult our customers on the practical and regulatory requirements of shipping their cargo.
Global Customer service
As of December 31, 2022, we employed 33 full-time service professionals, of which
25 are located in our headquarters in Haifa and eight are located worldwide, supported by three regional teams, leading and guiding our
worldwide customer service teams, reaching over 1,400 customer service representative and managers, including a global outsourced back
office customer documentation center.
48
In the last five years, we have been focusing on implementing a new unified holistic
program called SmartCS, a unified organizational structure, working methodology and best practice processes, supported by an advanced
IT infrastructure and tools for better managing our customers’ experience across our customer service units worldwide. SmartCS’
main building blocks are: a CRM system, which we are in the process of upgrading, providing a 360 degree view of all customer interactions;
a knowledge management system, enabling a professional and quick resolution to all customer queries; soft skills trainings; a defined
set of strict ‘best in class’ KPIs; and a variety of ongoing periodic surveys to reflect actual customer feedback.
As of December 31, 2022, implementation coverage reached approximately 76% of our business volume.
We have also been investing significantly in a digital transformation to use technology
in order to transform the way we think, act, and perform, making it easier for our customers to do business with us. Main platforms and
services introduced in the last four years include: a new company website, currently under an improvement process, which is designed
for any device, supports multiple languages, and includes dynamic service maps, local news and updates, live chat, reaching more than
approximately 1,200,000 unique visitors per month; myZIM Customer Personal Area, which provides our customers with a more efficient
and convenient way to manage all of their shipments under one digital platform and easily access documentation, online draft bill of lading
as well print bill of lading, proactive personal notifications, reaching over 8,000 registered customers; eZIM, a fast and easy way to
directly submit eBooking eShipping Instructions, supported by live chat; eZQuote, which provides instant quoting, fixed price
and guaranteed equipment and space, allowing customers to receive instant quotes with a fixed price and guaranteed terms; Lead-to-Agreement,
a system that manages all of our commercial agreements and streamlines communications between our geographic trade zones, sales force
and customers; Dynamic Pricing, an analytical engine that defines the optimal pricing for spot transactions, assisting us in increasing
profitability margins; Commercial Excellence, an advanced cloud based analytical tool that assists our geographic trade zones in focusing
on more profitable customers in specific trades; “Hive”, a yield management platform which enables instant cargo selection
and booking acceptance based on defined business rules, while providing geographic trade zones with live view and interactive control
over forecasts, booking acceptances and equipment releases, maximizing the profitability of each voyage and improving response time to
our customers; and ZIMapp, a complementary digital gateway service that allows easy access to both ZIM.com and myZIM, anywhere and anytime.
In addition, approximately 10% of our bills of ladings are electronic (based on blockchain technology), and as a member of the Digital
Container Shipping Association (DCSA), we are committed to increasing the use of electronic bills of ladings to 50% by 2027 and 100% by
2030. All platforms services are “Powered By Our Customers”, an innovative approach supported by a working methodology
in which customers are taking an active part in designing our digital experience for customers by customers.
Suppliers
Vessel owners
As of December 31, 2022, we chartered approximately 94.2% of our TEU capacity and 94.0%
of the vessels in our fleet. Access to chartered-in vessels of varying capacities, as appropriate for each of the trades in which we operate,
is necessary for the operation of our business. See “Item 3.D - Risk factors — We charter-in most of our fleet, which makes
us more sensitive to fluctuations in the charter market, and as a result of our dependency on the vessel charter market, the costs associated
with chartering vessels are unpredictable”. Although we currently believe our current vessel capacity is adequate compared to existing
market conditions, we may face a possible shortage of vessel for hire in the future. See “Item 3.D – Risk factors -
“We may face difficulties in chartering or owning enough vessels, including large vessels, to support our growth strategy due to
the possible shortage of vessel supply in the market”.
Port operators
We have Terminal Services Agreements (TSAs) with terminal operators and contractual arrangements
with other relevant vendors to conduct cargo operations in the various ports and terminals that we use around the world. Access to terminal
facilities in each port is necessary for the operation of our business. Although we believe we have been able to contract for sufficient
capacity at appropriate terminal facilities in the past five years, possible increase in demand, congestion in ports and terminals and
other geopolitical and macroeconomic events may increase our costs and dependency on berthing windows in terminals. See “Item
3.D – Risk factors - Access to ports could be limited or unavailable, including due to congestion in terminals and inland supply
chains, and we may incur additional costs as a result thereof”.
49
Bunker suppliers
We have contractual agreements to purchase approximately 85% of our annual bunker estimated
requirements with suppliers at various ports around the world. We have been able to secure sufficient bunker supply under contract or
on a spot basis. For our strategic agreement with Shell and risks relating to the supply of LNG see “Item 3.D – Risk factors
– Rising Bunker prices may have an adverse effect on our results of operations”.
Land transportation providers
We have services agreements with third-party land transportation providers, including
providers of rail, truck and river barge transport. We are a party to a rail services agreement with some of the Class-1 service providers
to main inland locations in USA and Canada.
Information and communication systems
The ability to process information accurately and quickly is fundamental to our position
in the cargo shipping industry, which is characterized by constant movement of millions of individual items across a global network of
sea and inland routes. Our information and communication systems are key operational and management assets which support many of our units,
including shipping agencies, individual lines and various head office departments. With a primary data center in Europe and back-up data
center in Israel, our information and communication systems enable us to monitor our vessels and containers, coordinate shipping schedules,
manage the loading of containers onto vessels and plan transportation schedules. We also rely on our information and communication systems
to support back-office activities, such as processing cargo bookings, generating bills of lading and cargo manifests, expediting customs
clearance, and facilitating equipment control and the planning and management of inter-modal transportation, as well as financial and
human resources activities. See Item 3.D. “Risk factors — We face risks relating to our information technology and
communication system.” In addition, as our reliance on our information and communication systems grow and as we rely more on remote
connectivity of our employees due to the COVID-19 pandemic, we face heightened cyber security threats. We have invested our efforts in
mitigating our cyber security risks. See Item 3.D “Risk factors - We face cyber-security risks”.
Unified platform. Our proprietary information
technology platform AgenTeam, as well as IQship for local agencies, supports our business processes throughout the supply chain. AgenTeam
and IQship have been installed in 89 countries, and we currently manage more than 99% of our business on this platform.
Business intelligence. Additionally, we use our
platform to respond quickly to changes in demand in each of our shipping lines by providing information to our shipping agencies and area
managers relating to the value, volume and mix of cargo on a particular voyage or vessel. Accurate and timely information on the value,
volume and mix of cargo also helps us to analyze the efficiency of our fleet deployment, capacity utilization, demand and supply in different
services and shipping lines, based on which we refine the positioning of vessels and containers to reduce imbalances between outgoing
voyages from a point of origin and return voyages. See “— Our Customers — Customer Service.”
Data analysis. Moreover, we have a dedicated
team of 30 business intelligence, artificial intelligence analysts and data scientists who monitor and analyze an average of seven terabytes
of data per month relating to our key performance indicators, which helps, among others, our sales force target more profitable customers.
We also analyze operating expenses by calculating the standard cost of each activity that affects our operating expenses either directly
or indirectly and monitoring items such as fuel consumption, vessel charter hire rates, expenses incidental to cargo handling and port
expenses for each vessel or voyage. This, in turn, enables us to identify opportunities to implement efficiency measures and improve margins
using up-to-date operational data, including monthly financial results and expenses incurred for each voyage, routes, mileage information
and other key performance indicators. Furthermore, by using the data analysis, we are also able to build forecasting models to improve
our planning.
Customer support. Further, through our website,
we enable our customers to monitor the movement of their cargo on our vessels from the cargo’s point of origin through various ports
and inter-modal transportation to its final destination. As part of enhancing the customer experience, customer can also easily subscribe
to proactive cargo-tracing notification and get the latest container event once it is occurred. This service is open to all ZIM website
visitors and provides a complementary service to the track a shipment functionality.
50
In addition, we offer customers automated data interchange for shipment information and
invoicing, while also offering customers information relating to schedules, pricing, lines of service and other data to allow them to
plan and book transactions directly with us. In addition, our information and communication systems allow us to prepare and transmit bills
of lading more efficiently and enables shipping agencies to respond to individual customer needs quickly. We believe that by supporting
our customers’ supply chain management, our information and communication systems can strengthen our customer service capabilities.
Sustainability and Focus on ESG
Through our core value of sustainability, and in accordance with our Code of Ethics,
we aim to uphold and advance a set of principles regarding Ethical, Social and Environmental concerns, and with our supplier code of conduct
we aim to withhold a strong, secure and responsible supply chain. Our goal is to work resolutely to eliminate corruption risks, promote
diversity among our teams and continuously reduce the environmental impact of our operations, both at sea and onshore. In particular,
our vessels are in full compliance with materials and waste treatment regulations, including full compliance with the IMO 2020 Regulations,
and our fuel consumption and CO2 emissions are monitored, calculated and well managed, aligned with international and national regulations
and standards. Furthermore, we have elected to enter into long term charter transactions of LNG dual-fuel vessels to reduce pollutant
emissions as a result of bunker consumption, and five of these vessels are also able to be powered by Ammonia in the event it will become
a feasible “cleaner” fuel. In addition to actively working to reduce accidents and security risks in our operations, we also
endeavor to eliminate corruption risks as a member of the Maritime AntiCorruption Network, with a vision of a maritime industry that enables
fair trade. We invest efforts in preparing for future regulations and broadly map our environmental risks. We actively promote the
preservation and protection of the marine environment and biodiversity. We also foster quality throughout the service chain, by selectively
working with qualified partners to advance our business interests. Finally, we promote diversity among our teams, with a focus on developing
high-quality training courses for all employees. We have invested efforts and resources in promoting diversity in our company, such as
monitoring gender diversity of our company on an annual basis, collaborating with nonprofit organization to increase the hiring of employees
from diverse backgrounds and with disabilities, participating in special events to raise awareness to diversity and globally communicating
our efforts, both internally and externally. Furthermore, we have published annual sustainability (ESG) reports since 2018, focusing,
among others, on our environmental efforts and initiatives, best governance practices and diversity. As we continue to grow, sustainability
remains a core value. We expect ESG regulation will intensify in the future.
Competition
We compete with a large number of global, regional and niche shipping companies to provide
transport services to customers worldwide. In each of our key trades, we compete primarily with global shipping companies. The market
is significantly concentrated with the top three carriers — A.P. Moller-Maersk Line, MSC and COSCO — accounting
for approximately 46.3% of global capacity, and the remaining carriers together contributing 53.7% of global capacity as of February 2023,
according to Alphaliner. As of February 2023, we controlled approximately 2.0% of the global cargo shipping capacity and ranked 10th
among shipping carriers globally in terms of TEU operated capacity, according to Alphaliner. See “Item 3.D Risk factors —
The container shipping industry is highly competitive and competition may intensify even further, which could negatively affect our market
position and financial performance.”
In addition to the large global carriers, regional carriers generally focus on a number
of smaller routes within a regional market and typically offer services to a wider range of ports within a particular market as compared
to global carriers. Niche carriers are similar to regional carriers but tend to be even smaller in terms of capacity and the number and
size of the markets in which they operate. Niche carriers often provide an intra-regional service, focusing on ports and services that
are not served by global carriers.
We believe that the cargo shipping industry is characterized by the significant time
and capital required to develop the operating expertise and professional reputation necessary to obtain and retain customers. We believe
that our development of a large fleet with varying TEU capacities has enhanced our relationship with our principal customers by enabling
them to serve the East-West, North-South and Intra-regional shipping lines efficiently, while enabling us to operate in the different
rate environments prevailing for those routes. We also believe that our focus on customer service and reliability enhances our relationships
with our customers and improves customer loyalty. Additionally, we believe that our global deployment of services and presence through
local agencies, both in our key trades and in our niche trades, is a competitive advantage. In addition, we operate transshipment hubs
in trades, allowing us access to those zones while providing rapid and competitive services.
51
Seasonality
For a discussion of the impact of seasonality on our business, see “Item 5. —
Operating and Financial Review and Prospects — Factors affecting comparability of financial position and results of operations —
Seasonality.”
Risk of loss and liability insurance
General
The operation of any vessel includes risks such as mechanical failure, collision, property
loss or damage, cargo loss or damage and business interruption due to a number of reasons, including political circumstances in foreign
countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills
and other environmental mishaps, as well as other liabilities arising from owning and operating vessels in international trade. The U.S.
Oil Pollution Act of 1990, or OPA 90, which imposes under certain circumstances, unlimited liability upon owners, operators and demise
charterers of vessels trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has
made liability insurance more expensive for shipowners and operators trading in the U.S. market.
We maintain hull and machinery and war risks insurance for our fleet to cover normal
risks in our operations and in amounts that we believe to be prudent to cover such risks. In addition, we maintain protection and indemnity
insurance up to the maximum insurable limit available at any given time. While we believe that our insurance coverage will be adequate,
not all risks can be insured, and there can be no guarantee that we will always be able to obtain adequate insurance coverage at reasonable
rates or at all, or that any specific claim we may make under our insurance coverage will be paid.
Protection and indemnity insurance
Protection and indemnity insurance is usually provided by protection and indemnity, or
PI, clubs and covers third-party liability, crew liability and other related expenses resulting from the injury or death of crew,
passengers and other third parties, the loss or damage to cargo, third-party claims arising from collisions with other vessels (to the
extent not recovered by the hull and machinery policies), damage to other third-party property, pollution arising from oil or other substances
and salvage, towing and other related costs, including wreck removal.
The respective owners of the vessels that we charter-in maintain insurance on those vessels,
and we maintain charter liability insurance with a limit of $750 million per incident, as the charterer’s activity typically consists
of a much lower exposure than that of the owner. We also hold an excess policy provided by Lloyd’s underwriters of up to $100 million
in excess of $750 million per incident for our chartered-in vessels. For five vessels, we have special joint insurance coverage with the
owners where we maintain charterers’ liability insurance with a limit of $350 million per incident. For these vessels, we also hold
an excess policy provided by a PI Club underwriters of up to $400 million in excess of $350 million per incident, and another excess
policy provided by Lloyd’s underwriters of up to $100 million in excess of $750 million per incident.
Our protection and indemnity insurance is provided by several PI clubs that are
members of the International Group of PI Clubs. The 13 PI clubs that comprise the International Group insure approximately 90%
of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each association’s liabilities.
Insurance provided by a PI club is a form of mutual indemnity insurance.
Our maximum theoretical PI insurance coverage for our own operated vessels is approximately
$7 billion per vessel per incident, subject to a limit of $1 billion per vessel per incident for oil pollution, an aggregate limit of
$23 billion per vessel per incident for passenger only and $3 billion per vessel per incident for passengers crew combined. War liabilities
are covered in excess of the “insured value” of the specific vessel.
As a member of a PI club, which is a member of the International Group, we will
be subject to calls payable to the PI club based on the International Group’s claim records as well as the claim records of
all other members of the PI club of which we are a member.
52
Regulatory Matters
Inspections, permits and authorizations
A variety of governmental and private entities subject our vessels to both scheduled
and unscheduled inspections. These entities include the local port authorities’ Port State Control (such as the U.S. Coast Guard,
harbor master or equivalent), classification societies, flag state administration (country of registry), particularly terminal operators.
Certain of these entities require us to obtain certain permits, licenses, financial assurances and certificates with respect to our vessels.
The kinds of permits, licenses, financial assurances and certificates required depend upon several factors, including the cargo transported,
the waters in which the vessel operates, the nationality of the vessel’s crew and the type and age of the vessel. Failure to maintain
necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one
or more of our vessels in one or more ports. We believe we have obtained all permits, licenses, financial assurances and certificates
currently required to operate our vessels. Additional laws and regulations, environmental or otherwise, may be adopted which could limit
our ability to do business or increase the cost of doing business.
Environmental and other regulations in the shipping industry
Government regulations and laws significantly affect the ownership and operation of our
vessels. We are subject to international conventions and treaties, national, state and local laws and national and international regulations
in force in the jurisdictions in which our vessels operate or are registered relating to the protection of the environment. Such requirements
are subject to ongoing developments and amendments and relate to, among other things, the storage, handling, emission, transportation
and discharge of hazardous and non-hazardous substances, such as sulfur oxides, nitrogen oxides and the use of low-sulfur fuel or shore
power voltage, and the remediation of contamination and liability for damages to natural resources. These laws and regulations include
OPA 90, CERCLA, the CWA, the U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (CAA), and regulations adopted by
the International Maritime Organization (IMO), including the International Convention for Prevention of Pollution from Ships (MARPOL),
and the International Convention for Safety of Life at Sea (the SOLAS Convention), as well as regulations enacted by the European Union
and other international, national and local regulatory bodies. Compliance with such requirements, where applicable, entails significant
expense, including vessel modifications and implementation of certain operating procedures. If such costs are not covered by our insurance
policies, we could be exposed to high costs in respect of environmental liability damages, administrative and civil penalties, criminal
charges or sanctions, and could suffer substantive harm to our operations and goodwill to the extent that environmental damages are caused
by our operations. We instruct the crews of our vessels on environmental requirements and we operate in accordance with procedures that
are intended to ensure compliance with such requirements. We also insure our activities, where effective for us to do so, in order to
hedge our environmental risks.
We believe that the heightened level of environmental and quality concerns among insurance
underwriters, regulators and charterers is leading to greater inspection and safety requirements for all vessels and may accelerate designating
older vessels for sale throughout the cargo shipping industry. Increasing environmental concerns have created a demand for vessels that
conform to the strictest environmental standards (such as LNG fueled vessels). We are required to maintain operating standards for all
of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with
U.S. and international regulations. For example, we are certified in accordance with ISO 14001‑2015 (relating to environmental standards).
We believe that the operation of our vessels is in substantial compliance with applicable environmental requirements and that our vessels
have all material permits, licenses, certificates and other authorizations necessary for the conduct of our operations. However, because
such requirements frequently change and may become increasingly more stringent, we cannot predict our ability to comply and the ultimate
cost of complying with these requirements, or the impact of these requirements on the useful lives or resale value of our vessels. In
addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation
or regulation that could negatively affect our profitability.
Finally, we are subject, in connection with our international activities, to laws, directives,
decisions and orders in various countries around the world that prohibit or restrict trade with certain countries, individuals and entities.
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International Maritime Organization
Our vessels are subject to standards imposed by the IMO, the United Nations agency for
maritime safety and the prevention of pollution by vessels. The IMO has adopted regulations that are designed to reduce pollution in international
waters, both from accidents and from routine operations, and has negotiated international conventions that impose liability for oil pollution
in international waters and a signatory’s territorial waters. For example, the IMO has adopted MARPOL, the SOLAS Convention, and
the International Convention on Load Lines of 1966 (the LL Convention). MARPOL establishes numerous environmental standards including
those relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and disposal of noxious liquids and the
handling of harmful substances in packaged forms. MARPOL is applicable to drybulk, tanker and LNG carriers, among other vessels, and is
broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes
II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage
and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of
1997 and new emissions standards, titled IMO‑2020, took effect on January 1, 2020. Annex IV was amended effective as of November
1, 2022 and requires vessels to improve their energy efficiency and greenhouse gas emissions (GHG).
In 2012, the IMO’s Marine Environmental Protection Committee (MEPC), adopted a
resolution amending the International Code for the Construction and Equipment of Ships Carrying Dangerous Chemicals in Bulk (IBC Code).
The provisions of the IBC Code are mandatory under MARPOL and the SOLAS Convention. These amendments, which entered into force in June 2014,
pertain to revised international certificates of fitness for the carriage of dangerous chemicals in bulk and identifying new products
that fall under the IBC Code.
In 2013, the MEPC adopted a resolution amending MARPOL Annex I Conditional Assessment
Scheme (CAS). These amendments became effective on October 1, 2014, and require compliance with the 2011 International Code of Enhanced
Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, which provides for enhanced inspection programs.
We may need to make certain financial expenditures to continue to comply with these amendments.
We believe that our vessels are currently in compliance in all material respects with these requirements.
Air Emissions
On October 27, 2016, the MEPC agreed to implement the IMO 2020 Regulations, including
a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.5%) starting January 1, 2020. This limitation can be met by using
low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Ships are now required to obtain bunker delivery
notes and International Air Pollution Prevention (IAPP) Certificates from their flag states that specify sulfur content. Additionally,
amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020,
with the exception of vessels fitted with scrubbers which can carry fuel of higher sulfur content. These regulations subject ocean-going
vessels to stringent emissions controls, and may cause us to incur substantial costs, in particular those related to the purchase of compliant
fuel oil. Annex VI also provides for the establishment of special areas known as Emission Control Areas, or ECAs, where more stringent
controls on sulfur and nitrogen emissions apply. Since January 1, 2015, ships operating within an ECA have not been permitted to
use fuel with sulfur content in excess of 0.1% m/m. Currently, the IMO has designated four ECAs, including specified portions of the Baltic
Sea area, North Sea area, North American area and United States Caribbean area. In the December 2022 MEPC meeting, it was agreed that
the Mediterranean will become the fifth ECA by May 1, 2025. Furthermore, effective as of February 2023, vessels calling Israeli ports
must burn marine fuels with a 0.1% low sulfur content or lower. These and similar requirements, including new ECAs that may be approved
in the future by the IMO or other new or more stringent air emission requirements adopted by the IMO or in the jurisdictions where we
operate, could entail significant additional capital expenditures, operational changes or otherwise increase the costs of our operations,
which could be material.
As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective
as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an
IMO database, with the first year of data collection commenced on January 1, 2019. The IMO intends to use such data as the first
step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy
efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans (SEEMPS), and new ships
must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index
(EEDI). Under these measures, by 2025, all new ships built will be required to be 30% more energy efficient than those built in 2014.
In addition, in June 2021, the IMO adopted extensive new CO2 regulation applicable to
existing ships, which took effect on or after January 1, 2023, and that comprises the following: (i) The Energy Efficiency Existing Ship
Index (EEXI), which addresses the technical efficiency of ships, will enter into effect following the first annual, intermediate or renewal
of Initial Air Pollution Prevention (IAPP) vessel survey after January 1, 2023, (ii) the Carbon Intensity Indicator (CII) rating scheme,
which addresses the operational efficiency of the vessel, and (iii) the enhanced Ship Energy Efficiency Management Plan (SEEMP), which
will require vessel operators to keep an energy efficiency management plan onboard.
We may incur costs to comply with these revised standards. Additional or new conventions,
laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect
our business, results of operations, cash flows and financial conditions.
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Safety management system requirements
The SOLAS Convention was amended to address the safe manning of vessels and emergency
training drills. The Convention of Limitation of Liability for Maritime Claims (the LLMC) sets limitations of liability for a loss of
life or personal injury claim or a property claim against ship owners. We believe that our vessels are in full compliance with SOLAS and
LLMC standards.
Additionally, the operation of our vessels is based on the requirements set forth in
the ISM Code. The ISM Code requires vessel managers to develop and maintain an extensive Safety Management System, or SMS, that includes
the adoption of a safety and environmental protection policy, sets forth instructions and procedures for safe vessel operation and describes
procedures for dealing with emergencies. The ISM Code requires that vessel operators obtain a Safety Management Certificate for each vessel
they operate from the government of the vessel’s flag state. The certificate verifies that the vessel operates in compliance with
its approved SMS. No vessel can obtain a certificate unless the flag state has issued a document of compliance with the ISM Code
to the vessel’s manager. Failure to comply with the ISM Code may lead to withdrawal of the permit to manage or operate the vessels,
subject such party to increased liability, decrease or suspend available insurance coverage for the affected vessels and result in a denial
of access to, or detention in, certain ports. Each of our vessels are ISM Code-certified.
Ballast water discharge requirements
In 2004, the IMO adopted the International Convention for the Control and Management
of Ships’ Ballast Water and Sediments (the BWM Convention). The BWM Convention entered into force on September 8, 2017. The
BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive
aquatic organisms and pathogens within ballast water and sediments.
As of the entry into force date, all ships in international traffic are required to manage
their ballast water and sediments to a certain standard according to a ship-specific ballast water management plan, maintain a record
book of the ship’s discharge, intake and treatment of ballast water and (for ships over 400 gross tons) be issued a certificate
by or on behalf of the flag state certifying that the ship carries out ballast water management in accordance with the BWM Convention.
The MEPC adopted two ballast water management standards. The “D‑1 standard” requires the exchange of ballast water in
open seas and away from coastal waters. The “D‑2 standard” specifies the maximum amount of viable organisms allowed
to be discharged. The D‑1 standard generally applies to all existing ships. The D‑2 standard applies to all new ships, and
for existing ships, becomes effective upon the ship’s first IOPP renewal survey on or after September 8, 2019, but no later
than September 9, 2024. For most existing ships, compliance with the D‑2 standard will involve installing on-board systems
to treat ballast water and eliminate unwanted organisms. Ballast water management systems, which include systems that make use of chemical,
biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved
in accordance with IMO Guidelines (Regulation D‑3). As of October 13, 2019, MEPC 72’s amendments to the BWM Convention
took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems,
mandatory rather than permissive, and formalized an implementation schedule for the D‑2 standard. Costs of compliance with these
regulations may be substantial.
Once mid-ocean ballast water treatment requirements under the D‑2 standard become
mandatory pursuant to the BWM Convention, the cost of compliance could increase for ocean carriers and may have a material effect on our
operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent
the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from
another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.
The system specification requirements for trading in the U.S. have been formalized and we have been installing ballast water treatment
systems on our vessels as their special survey deadlines come due.
The cost of each ballast water treatment system is approximately $0.4 million, primarily
dependent on the size of the vessel.
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Pollution control and liability requirements
The IMO adopted the International Convention on Civil Liability for Oil Pollution Damage
of 1969, as amended by different Protocols in 1976, 1984 and 1992, and amended in 2000 (the CLC). Under the CLC and depending on whether
the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel’s registered owner may be strictly
liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain
exceptions. The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special
Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised. The right to
limit liability is forfeited under the CLC where the spill is caused by the shipowner’s actual fault and under the 1992 Protocol
where the spill is caused by the shipowner’s intentional or reckless act or omission where the shipowner knew pollution damage would
probably result. The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum
equivalent to an owner’s liability for a single incident. We have protection and indemnity insurance for environmental incidents.
The IMO International Convention on Liability and Compensation for Damage in Connection
with the Carriage of Hazardous and Noxious Substances by Sea, when it enters into force, will provide for compensation to be paid to victims
of accidents involving hazardous and noxious substances, or HNS. HNS are defined by reference to lists of substances included in various
IMO conventions and codes and include oils, other liquid substances defined as noxious or dangerous, liquefied gases, liquid substances
with a flashpoint not exceeding 60°C, dangerous, hazardous and harmful materials and substances carried in packaged form, solid bulk
materials defined as possessing chemical hazards, and certain residues left by the previous carriage of HNS. This convention will introduce
strict liability for the shipowner and a system of compulsory insurance and insurance certificates. This convention is still awaiting
the requisite number of signatories in order to enter into force.
The IMO has adopted the International Convention on Civil Liability for Bunker Oil Pollution
Damage, or the Bunker Convention, to impose strict liability on vessel owners (including the registered owner, bareboat charterer, manager
or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention
requires registered owners of vessels over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits
of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with
the LLMC). With respect to non-ratifying states, liability for spills or releases of petroleum carried as fuel in ship’s bunkers
typically is determined by the national or other domestic laws in the jurisdiction in which the events or damages occur. Vessels are required
to maintain a certificate attesting that they maintain adequate insurance to cover an incident. PI Clubs in the International Group
issue the required Bunker Convention’s “Blue Cards” to enable signatory states to issue certificates. All of our vessels
are in possession of a CLC State issued certificate attesting that the required insurance coverage is in force in accordance with the
Bunker Convention. In jurisdictions, such as the U.S. where the CLC or Bunker Convention has not been adopted, various legislative schemes
or common law govern, and liability is imposed either on the basis of fault or strict liability.
United States requirements
OPA 90 established an extensive regulatory and liability regime for the protection of
the environment from oil spills and cleanup of oil spills. OPA 90 applies to discharges of any oil from a vessel, including discharges
of fuel and lubricants. OPA 90 affects all owners and operators whose vessels trade or operate within in the U.S., its territories and
possessions or whose vessels operate in U.S. waters, which include the U.S.’s territorial sea and its 200 nautical mile exclusive
economic zone. While we do not carry oil as cargo, we do carry bunker fuel in our vessels, making them subject to the requirements of
OPA 90. The U.S. has also enacted CERCLA, which applies to the discharge of hazardous substances other than oil, except in limited circumstances,
whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating
or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.
Under OPA 90, vessel owners, operators and bareboat charterers are “responsible
parties” and are jointly, severally and strictly liable (unless the discharge of pollutants results solely from the act or omission
of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or
threatened discharges, of pollutants from their vessels, including bunkers. OPA 90 defines these other damages broadly to include:
| • |
injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; |
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| • |
injury to, or economic losses resulting from, the destruction of real and personal property; |
| • |
loss of subsistence use of natural resources that are injured, destroyed or lost; |
| • |
net loss of taxes, royalties, rents, fees and or net profit revenues resulting from injury, destruction or loss of real or personal
property, or natural resources; |
| • |
lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources;
and |
| • |
net cost of increased or additional public services necessitated by removal activities following a discharge of pollutants, such
as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. |
U.S. Coast Guard regulations limit OPA 90 liability. Effective November 21, 2019,
the U.S. Coast Guard adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons
liability to the greater of $2,300 per gross ton or $19,943,400 (subject to periodic adjustment for inflation). These limits of liability
do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation
by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s
gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses
to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably
cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order
issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
CERCLA applies to spills or releases of hazardous substances other than petroleum or
petroleum products whether on land or at sea. CERCLA contains a similar liability regime to OPA and imposes joint and several liability,
without regard to fault, on the owner or operator of a vessel, vehicle or facility from which there has been a release, along with other
specified parties. Costs recoverable under CERCLA include cleanup, removal and remediation, as well as damages to injury to, or destruction
or loss of, natural resources, including the reasonable costs associated with assessing the same, health assessments or health effects
studies and governmental oversight costs. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels,
other than incineration vessels, carrying any hazardous substances, such as cargo or residue, or the greater of $300 per gross ton or
$0.5 million for any other vessel, other than an incineration vessel, per release of or incident involving hazardous substances. These
limits of liability do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or
threat of release of a hazardous substance resulted is caused by gross negligence, willful misconduct or a violation of certain regulations,
in which case liability is unlimited.
OPA 90 and CERCLA each preserves the right to recover damages under other existing laws,
including maritime tort law. OPA 90 also contains statutory caps on liability and damages, which do not apply to direct clean-up costs.
All owners and operators of vessels over 300 gross tons are required to establish and maintain with the U.S. Coast Guard evidence of financial
responsibility sufficient to meet their potential liabilities under OPA 90 and CERCLA. Under the U.S. Coast Guard regulations, vessel
owners and operators may evidence their financial responsibility by providing proof of insurance, surety bond, guarantee, letter of credit
or self-insurance. An owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in
an amount sufficient to cover the vessel in the fleet having the greatest maximum liability under OPA 90 and CERCLA. Under the self-insurance
provisions, the vessel owner or operator must have a net worth and working capital that exceeds the applicable amount of financial responsibility,
measured in assets located in the United States against liabilities located anywhere in the world. We have received certificates of financial
responsibility from the U.S. Coast Guard for each of the vessels in our fleet that calls U.S. waters.
OPA 90 specifically permits individual states to impose their own liability regimes with
regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established
under OPA, and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable
waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from
a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. In some cases, states
which have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under
these laws. We believe we are currently in compliance with all applicable state regulations in the ports where our vessels call.
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For each of our vessels, we maintain oil pollution liability coverage insurance in the
amount of $1 billion per vessel per incident. In addition, we carry hull and machinery and PI insurance to cover the various risks
of fire and explosion. Although our vessels only carry bunker fuel, a spill of oil from one of our vessels could be catastrophic under
certain circumstances. Losses as a result of fire or explosion could also be catastrophic under some conditions. While we believe that
our present insurance coverage is adequate, not all risks can be insured, and if the damages from a catastrophic spill exceeded our insurance
coverage, the payment of those damages could have an adverse effect on our business or the results of our operations.
For additional information about our insurance policies, see “— Risk of loss
and liability insurance.”
Title VII of the Coast Guard and Maritime Transportation Act of 2004, or CGMTA, amended
OPA 90 to require the owner or operator of any non-tank vessel of 400 gross tons or more that carries oil of any kind as a fuel for main
propulsion, including bunker fuel, to prepare and submit a response plan for each vessel. These vessel response plans include detailed
information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge
of oil from the vessel due to operational activities or casualties. Each of the vessels in our fleet that calls U.S. waters has an approved
response plan.
Other United States environmental initiatives
The CWA prohibits the discharge of oil, hazardous substances and ballast water in U.S.
navigable waters, unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any
unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements
the remedies available under the more recently enacted OPA 90 and CERCLA, discussed above. The U.S. Environmental Protection Agency, or
EPA, regulates the discharge of ballast water and other substances under the CWA. EPA regulations require vessels 79 feet in length or
longer (other than commercial fishing vessels) to obtain coverage under a Vessel General Permit, or VGP, authorizing discharges of ballast
waters and other wastewaters incidental to the operation of vessels when operating within the three-mile territorial waters or inland
waters of the United States. The VGP requires vessel owners and operators to comply with a range of best management practices and reporting
and other requirements for a number of incidental discharge types. The EPA regulates these discharges pursuant to VIDA, which was signed
into law on December 4, 2018 and replaces the 2013 VGP program (which authorizes discharges incidental to operations of commercial
vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent
requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard
ballast water management regulations adopted under NISA, such as mid-ocean ballast exchange programs and installation of approved U.S.
Coast Guard technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters. VIDA establishes
a new framework for the regulation of vessel incidental discharges under the CWA, requires the EPA to develop performance standards for
those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance, and enforcement
regulations within two years of EPA’s promulgation of standards. Under VIDA, all provisions of the 2013 VGP and U.S. Coast
Guard regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized.
We have obtained coverage under the current version of the VGP for all of our vessels that call U.S. waters. We do not believe that any
material costs associated with meeting the requirements under the VGP will be material.
In 2015, the EPA expanded the definition of “waters of the United States”
(WOTUS), thereby expanding federal authority under the CWA. Following litigation on the revised WOTUS rule, in December 2018, the
EPA and Department of the Army proposed a revised, limited definition of “waters of the United States.” The proposed rule was
published in the Federal Register on February 14, 2019, and was subject to public comment. On October 22, 2019, the agencies
published a final rule repealing the 2015 Rule. The final rule became effective on December 23, 2019. On January 23,
2020, the EPA published the “Navigable Waters Protection Rule,” which replaces the rule published on October 22,
2019, and redefines “waters of the United States.” This rule, although already in effect, is currently subject to litigation
challenges and its impact is therefore uncertain.
U.S. Coast Guard regulations adopted under NISA also impose mandatory ballast water management
practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters. Amendments to these regulations that
became effective in June 2012 established maximum acceptable discharge limits for various invasive species and/or requirements for
active treatment of ballast water. The U.S. Coast Guard ballast water standards are consistent with requirements under the BWM Convention.
The EPA has adopted standards under the CAA that pertain to emissions of volatile organic
compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading,
unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation
Plans, or SIPs, designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include
regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control
equipment. If new or more stringent regulations relating to emissions from marine diesel engines or port operations by ocean-going vessels
are adopted by the EPA or states, these requirements could require significant capital expenditures or otherwise increase the costs of
our operations.
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European Union requirements
The European Union has also adopted legislation that (1) requires member states
to refuse access to their ports to certain sub-standard vessels, according to vessel type, flag and number of previous detentions, (2) obliges
member states to inspect at least 25% of foreign vessels using their ports annually and provides for increased surveillance of vessels
posing a high risk to maritime safety or the marine environment, (3) provides the European Union with greater authority and control
over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies and (4) requires
member states to impose criminal sanctions for certain pollution events, such as the unauthorized discharge of tank washings, and including
minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate
result in deterioration of the quality of water.
Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015
(amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport,
and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions
annually, which may cause us to incur additional expenses.
Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur
content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements
parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement
for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so-called Sox-Emission Control Area). As of
January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with
a 0.5% maximum sulfur content.
In July 2021 the European Commission presented its ‘Fit for 55’ package,
which includes, among others, a legislative proposal to apply the EU emissions Trading System (ETS) on maritime shipping. ETS are market-based
“cap and trade” scheme in which entities trade emissions rights within an area under a cap placed on the quantity of specified
pollutants. We expect to incur additional expenses as a result if and when this proposal becomes effective, and we may not be able to
recover or minimize our additional costs by increasing our fees we collect from our customers.
Other regional requirements
The environmental protection regimes in certain other countries, such as Canada, resemble
those of the United States. To the extent we operate in the territorial waters of such countries or enter their ports, our vessels would
typically be subject to the requirements and liabilities imposed in such countries. Other regions of the world also have the ability to
adopt requirements or regulations that may impose additional obligations on our vessels and may entail significant expenditures on our
part and may increase the costs of our operations. These requirements, however, would apply to the industry operating in those regions
as a whole and would also affect our competitors.
We are also subject to Israeli regulation regarding, among other things, national security
and the mandatory provision of our fleet, environmental and sea pollution, and the Israeli Shipping Law (Seamen) of 1973, which regulates
matters concerning seamen, and the terms of their eligibility and work procedures.
Greenhouse gas regulation
Currently, emissions of greenhouse gases from international shipping are not subject
to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which
adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through
2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions
may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord,
which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris
resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions
from ships. The U.S. initially entered into the agreement, but in June 2017, the U.S. President announced that the U.S. would withdraw
from the Paris Agreement, which withdrawal became effective on November 4, 2020. On February 19, 2021, the U.S. officially rejoined
the Paris Agreement. The Glasgow Climate Change Conference held between October and November 2021 with the participation of nearly 200
country leaders reiterated countries' commitment to bringing down emissions and finalized guidelines for the full implementation of the
Paris Agreement.
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International or multinational bodies or individual countries or jurisdictions may adopt
climate change initiatives. For example, in June 2020 the UN's Climate Ambition Alliance (CAA) has launched a global campaign aiming for
net zero greenhouse gas (GHG) emissions by 2050, rallying both governments as well as businesses. The U.S. Congress has from time to time
considered adopting legislation to reduce greenhouse gas emissions and almost one-half of the states have already taken legal measures
to reduce greenhouse gas emissions primarily through the planned development of greenhouse gas emission inventories and/or regional greenhouse
gas cap-and-trade programs. Most cap-and-trade programs require major sources of emissions, such as electric power plants, and major producers
of fuels, such as refineries and gas processing plants, to acquire or surrender emission allowances that correspond to their annual greenhouse
gas emissions. The number of allowances available for purchase is reduced each year in an effort to achieve the overall greenhouse
gas emission reduction goal. The adoption of legislation or regulatory programs to reduce greenhouse gas emissions, if and to the extent
applicable to us, could increase our operating costs.
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for
developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap,
in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy
identifies “levels of ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from
ships through implementation of further phases of the Energy Efficiency Design Index for new ships; (2) reducing carbon dioxide emissions
per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared
to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing
efforts towards phasing them out entirely. The initial strategy notes that technological innovation, alternative fuels and/or energy sources
for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial
expenses. We have implemented various optimization strategies designed to reduce greenhouse gas emissions, including long term chartering
LNG dual fuel vessels, operating vessels in "super slow steaming" mode, trim optimization, hull and propeller polishing and sailing route
optimization.
The member states of the EU made a unilateral commitment to reduce by 2020 their 1990
levels of greenhouse gas emissions by 20%. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second
period from 2013 to 2020. Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect
and publish data on carbon dioxide emissions and other information. In the U.S., the EPA has adopted regulations under the CAA to limit
greenhouse gas emissions from certain mobile sources, and has issued standards designed to limit greenhouse gas emissions from both new
and existing power plants and other stationary sources.
The EPA or individual U.S. states could enact environmental regulations that would affect
our operations. Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries
where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement that restricts emissions
of greenhouse gases could require us to make significant financial expenditures which we cannot predict with certainty at this time. Even
in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that
climate change results in sea level changes and more frequent and intense weather events.
Occupational safety and health regulations
The Maritime Labour Convention, 2006, or MLC, consolidated most of the 70 existing International
Labour Organization maritime labor instruments in a single modern, globally applicable, legal instrument, and became effective on August 20,
2013. The MLC establishes comprehensive minimum requirements for working conditions of seafarers including, conditions of employment,
hours of work and rest, grievance and complaints procedures, accommodations, recreational facilities, food and catering, health protection,
medical care, welfare and social security protection. The MLC also provides a new definition of seafarer that now includes all persons
engaged in work on a vessel in addition to the vessel’s crew. Under the new definition, we may be responsible for proving that customer
and contractor personnel aboard our vessels have contracts of employment that comply with the MLC requirements. We could also be responsible
for salaries and/or benefits of third parties that board one of our vessels. The MLC requires certain vessels that engage in international
trade to maintain a valid Maritime Labour Certificate issued by their flag administration. We have developed and implemented a fleet-wide
action plan to comply with the MLC to the extent applicable to our vessels.
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The COVID-19 pandemic has significant impacts on the shipping industry and on seafarers
themselves. Travel restrictions imposed by governments around the world have created significant hurdles to crew changes and repatriation
of seafarers, which has led to a growing humanitarian crisis as well as significant concerns for the safety of seafarers and shipping.
IMO has urged its members states to designate seafarers as key workers, so they can travel between the ships that constitute their workplace,
and their countries of residence. Countries and port implemented strict COVID-19 requirements which affects ships operations and crew
changes.
Vessel security regulations
A number of initiatives have been introduced in recent years intended to enhance
vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002, or MTSA, was signed into law. To implement
certain portions of the MTSA, the U.S. Coast Guard issued regulations in July 2003 requiring the implementation of certain security
requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments
to SOLAS created a new chapter of the convention dealing specifically with maritime security. This new chapter came into effect in July 2004
and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the ISPS Code. Among
the various requirements are:
| • |
on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications; |
| • |
on-board installation of ship security alert systems; |
| • |
the development of ship security plans; and |
| • |
compliance with flag state security certification requirements. |
The U.S. Coast Guard regulations, intended to align with international maritime security
standards, exempt non-U.S. vessels from MTSA vessel security measures; provided that such vessels
have on board a valid “International Ship Security Certificate” that attests to the vessel’s compliance with SOLAS security
requirements and the ISPS Code. We have implemented the various security measures required by the IMO, SOLAS and the ISPS Code and have
approved ISPS certificates and plans certified by the applicable flag state on board all our vessels.
Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous
goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”). Effective
January 1, 2018, the IMDG Code includes updates to the provisions for radioactive material, reflecting the latest provisions from
the International Atomic Energy Agency, new marking, packing and classification requirements for dangerous goods, and new mandatory training
requirements.
Amendments that took effect on January 1, 2020 also reflect the latest material
from the UN Recommendations on the Transport of Dangerous Goods, including new provisions regarding IMO type 9 tank, new abbreviations
for segregations groups, and special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas.
In November 2001, the U.S. Customs and Border Patrol established the Customs-Trade
Partnership Against Terrorism (C-TPAT), a voluntary supply chain security program, which is focused on improving the security of private
companies’ supply chains with respect to terrorism. We have been a member of C-TPAT since 2005.
Competition regulations
We have been, and continue to be, subject to investigations and party to legal proceedings
relating to competition concerns. In recent years, a number of liner shipping companies, including us, have been the subject of antitrust
investigations in the U.S., the EU and other jurisdictions into possible anti-competitive behavior. Furthermore, the spike in freight
rates and related charges during the past two years has resulted in increased scrutiny by governments and regulators around the world,
including U.S. President Biden's administration and the FMC in the U.S., and the ministry of transportation in China. In the U.S., the
Ocean Shipping Reform Act of 2022 (OSRA) signed into law in June 2022 requires us and all other carriers to immediately implement certain
requirements in detention and demurrage invoices, which if not included will eliminate any obligation of the charged party to pay the
charge, including certifying that all detention and demurrage invoices are issued in compliance with the FMC’s Interpretive Rule
on Detention and Demurrage of May 18, 2020. These requirements in detention and demurrage invoices may affect our ability to effectively
collect these fees from our customers, heighten the risk of civil litigation and adversely affect our financial results. OSRA further
mandates a series of rule-making projects by FMC, including: (i) defining prohibited practices by common carriers and other industry players
when assessing detention and demurrage; (ii) defining what is an “unreasonable” refusal of cargo space, as well as unfair
or unjustly discriminatory methods; (iii) defining what is “unreasonable refusal” to deal or negotiate with respect to vessel
space, and (iv) authorizing the FMC to determine “essential terms” that are deemed by FMC necessary to be included in maritime
shipping service. Any new rule issued by the FMC addressing these topics or other related matters may have an adverse effect on
our business and financial results, including on our ability to negotiate commercial terms with our customers in our favor and our ability
to collect our fees in exchange for our services. If we are found to be in violation of the applicable regulation, we could be subject
to various sanctions, including monetary sanctions. Specifically, in September 2022, an FMC complaint was filed against us claiming we
overcharged detention and demurrage fees in violation of the FMC’s interpretive Rule on Detention and Demurrage of May 18, 2020,
and is currently in preliminary stages.
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Although we have taken measures to fully comply with antitrust regulatory requirements
and have adopted a comprehensive antitrust compliance plan, which includes, among other, mandatory periodic employee trainings, we may
face investigations, and, if we are found to be in violation of the applicable regulation, we could be subject to criminal, civil and
monetary sanctions, as well as related legal proceedings. See Note 27 to our audited consolidated financial statements included elsewhere
in this Annual Report and Item 3.D “Risk Factors — We are subject to competition and antitrust regulations in the
countries where we operate, and have been subject to antitrust investigations by competition authorities.”
United States
Our operations between the United States and non-U.S. ports are subject to the provisions
of the U.S. Shipping Act of 1984, or the Shipping Act, which is administered by the Federal Maritime Commission (FMC). On October 16,
1998, the Ocean Shipping Reform Act of 1998 was enacted, amending the Shipping Act to promote the growth and development of U.S. exports
through certain reforms in the regulation of ocean transportation. This legislation, in part, repealed the requirement that a common carrier
or conference file tariffs with the FMC, replacing it with a requirement that tariffs be open to public inspection in an electronically
available, automated tariff system. Furthermore, the legislation requires that only the essential terms of service contracts be published
and made available to the public. Our operations involving U.S. ports are subject to FMC oversight under the Shipping Act and FMC regulatory
requirements relating to carrier agreements, tariffs and service contracts, and certain “Prohibited Acts” under Section 10
of the Shipping Act. Violations of the requirements of the Shipping Act or FMC regulations are subject to civil penalties of up to $12,363
per non-willful violation and up to $61,820 per willful violation. Pursuant to the Federal Civil Penalties Inflation Adjustment Act Improvements
Act of 2015, these civil penalties are subject to adjustments on an annual basis to reflect inflation.
European Union
Our operations involving the European Union are subject to E.U. competition rules, particularly
Articles 101 and 102 of the Treaty on the Functioning of the European Union, as modified by the Treaty of Amsterdam and Lisbon. Article 101
generally prohibits and declares void any agreement or concerted actions among competitors that adversely affects competition. Article 102
prohibits the abuse of a dominant position held by one or more shipping companies. However, certain joint operation agreements in the
shipping industry such as vessel sharing agreements and slot swap agreements are block exempted from certain prohibitions of Article 101
by Commission Regulation (EC) No 906/2009 as amended by Commission Regulation (EU) No 697/2014 and in effect until April 2024. This regulation
permits joint operation of services among competitors under certain conditions, with the exception of price fixing, capacity and sales
limitation and allocation of markets and customers, under certain conditions. During 2022, the European Union launched a legal review
of the CBER to decide whether to renew, modify or allow the CBER to lapse. A similar review was also initiated by the UK competition authority.
The EU competition authority, or the DG Competition, is expected to publish its conclusions on the future of the CBER following a call
for evidence published to industry stakeholders, with most of the responses received arguing for either modification or non-renewal of
the CBER. If the Block Exemption Regulation is not extended or its terms are amended, this could have an adverse effect on the shipping
industry and limit our ability to enter into cooperation arrangements with other shipping companies and effectively compete with other
carriers, which could adversely affect our business, financial condition and results of operations. In addition, the non-renewal or modification
of the existing CBER is expected to adversely affect the review and renewal processes of similar block exemptions regulations in other
jurisdictions, and the uncertainty of the future of the CBER may contribute to the shortening of block exemption regulation effective
periods in other jurisdictions. See Item 3.D “Risk Factors — We are subject to competition and antitrust regulations
in the countries where we operate, and have been subject to antitrust investigations by competition authorities.”
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Israel
Our operations in Israel are subject to Israeli competition rules, primarily the Israeli
Economic Competition Law, 1988, or the Israeli Competition Law, and the regulations and guidelines thereunder. Under the Israeli Competition
Law certain arrangements, known as “restrictive arrangements”, such as non- compete and exclusivity clauses, as well as other
arrangements that may be deemed to undermine competition, such as “most-favored-nation” clauses, may create concerns under
Israeli competition law and as such may require specific exemptions or approvals, and in certain cases they may be subject to “block
exemptions” which automatically apply in the relevant circumstances. Our arrangements (agreements) and operations in Israel are
reviewed on an ongoing basis in order to address this concern. Our cooperation with competitors is subject to the Israeli industry wide
block exemption with respect to operational arrangements involving international transportation at sea, issued in 2012. Under this block
exemption, sea carriers are permitted to enter into operational agreements such as VSAs, swap agreements or slot charter agreements, subject
to the completion of a self-assessment confirming the satisfaction of the following conditions: (i) the restraints in the arrangement
do not reduce competition in a considerable share of the market, or do not result in a substantial harm to competition in such market;
(ii) the object of the arrangement is not the reduction or elimination of competition; and (iii) the arrangement does not include
any restraints which are not necessary in order to fulfill its objectives. Although originally recommended by the Israeli Competition
Authority to be extended by an additional five-year period, the block exemption was eventually extended for a shorter period of three
years and until October 2025. There is no assurance that the Israeli block exemption will be further extended at all or under similar
terms.
In addition, the Israeli Competition Law sets specific limitations and restraints on
entities who are defined as “monopolies” in Israel (namely entities holding a market share that is greater than 50% or entities
with a significant market power). This matter too is reviewed by us on an ongoing basis and we do not think that our activities in Israel
currently fall within the scope of the definition of a “monopoly”.
Generally, violations of the Israeli Competition Law may result in administrative fines
and in severe cases also in criminal sanctions, all of which may apply to us or to officers and employees involved in such violations.
Such violations may also serve as a basis for class actions and tort claims. In addition, agreements which violate the Israeli Competition
Law may be declared void.
C. Organizational
structure
We were formed as a company in the State of Israel on June 7, 1945.
Our subsidiaries are organized under and subject to the laws of several countries. Please
see Exhibit 8.1 to this Annual Report on Form 20‑F for a listing of our subsidiaries.
D. Property, plants and equipment
We are headquartered in Haifa, Israel and conduct business worldwide. We currently lease
approximately 149,166 square feet of office space at 9 Andrei Sakharov Street, Matam, Haifa 3190500, Israel, and we intend to lease an
additional 22,281 square feet in this location by April 2023. The lease commenced in 2004 and will expire in May 2024.
ITEM 4A. UNRESOLVED STAFF
COMMENTS
None.
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ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Overview
We are a global container liner shipping company with leadership positions in niche markets
where we believe we have distinct competitive advantages that allow us to maximize our market position and profitability. Founded in Israel
in 1945, we are one of the oldest shipping liners, with over 75 years of experience, providing customers with innovative seaborne
transportation and logistics services with a reputation for industry leading transit times, schedule reliability and service excellence.
Moreover, we continuously seek to maximize operational efficiencies while increasing our profitability and benefitting from a flexible
cost structure. We have also developed a variety of digital tools to better understand our customers’ needs through careful analysis
of data, including business and artificial intelligence.
As of December 31, 2022, we operated a global network of 67 weekly lines, calling
at approximately 300 ports delivering cargo to and from more than 90 countries. Our network is enhanced by cooperation agreements with
other leading container liner companies and alliances, allowing us to maintain our independence while optimizing fleet utilization by
sharing capacity, expanding our service offering and benefiting from cost savings. Within our global network we offer tailored services,
including land transportation and logistical services as well as specialized shipping solutions, including the transportation of out-of-gauge
cargo, refrigerated cargo and dangerous and hazardous cargo. Our strong reputation and high-quality service offerings have drawn a loyal
and diversified customer base. We have a highly diverse and global customer base of approximately 34,000 customers (which considers each
of our customer entities separately, also when it is a subsidiary or branch of another customer) using our services, while, in 2022, our
10 largest customers represented approximately 16% of our freight revenues and our 50 largest customers represented approximately 31%
of our freight revenues.
In the years ended December 31, 2022, 2021 and 2020, we carried 3,380 thousand, 3,481
thousand and 2,841 thousand TEUs for our customers worldwide, respectively. Additionally, in the years ended December 31, 2022, 2021 and
2020, our net income was $4,629.0 million, $4,649.1 million and $524.2 million, respectively, and our Adjusted EBITDA was $7,541.3 million,
$6,597.4 million and $1,035.8 million, respectively.
Our ordinary shares have been listed on the New York Stock Exchange under the symbol
“ZIM” since January 28, 2021.
Factors affecting our results of operations
Our results of operations are affected, among others, by the following factors:
Factors affecting our income from voyages and
related services
Market Volatility. The container shipping industry
continues to be characterized in recent years by volatility in freight rates, charter rates and bunker prices, accompanied by significant
uncertainties in the global trade (including the implications of the ongoing military conflict between Russia and Ukraine, the rise of
inflation in certain countries, or the continuing trade restrictions between the US and China). Market conditions impact during 2022 was
positive, resulting in the Company’s improved results and strengthened capital structure, mainly driven by increased freight rates
compared to 2021, although freight rates decreased quarter-to-quarter in 2022 following the peak levels in the first quarter of 2022,
and partially offset by the impact of increased charter hire and bunker costs.
Volume of cargo carried. The volume of cargo
that we carry affects our income and profitability from voyages and related services and varies significantly between voyages that depart
from, or return to, a port of origin. The vast majority of the containers we carry are either 20‑ or 40‑foot containers. We
measure our performance in terms of the volume of cargo we carry in a certain period in 20‑foot equivalent units carried, or TEUs
carried. Our management uses TEUs carried as one of the key parameters to evaluate our performance, used in real-time and take actions,
to the extent possible, to improve performance.
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Additionally, our management monitors TEUs carried from a longer-term perspective, to
deploy the right capacity to meet expected market demand. Although the volume of cargo that we carry is principally a function of demand
for container shipping services in each of our trade routes, it is also affected by factors such as:
| • |
our local shipping agencies’ effectiveness in capturing such demand; |
| • |
our level of customer service, which affects our ability to retain and attract customers; |
| • |
our ability to effectively deploy capacity to meet such demand; |
| • |
our operating efficiency; and |
| • |
our ability to establish and operate existing and new services in markets where there is growing demand. |
The volume of cargo that we carry is also impacted by our participation in strategic
alliances (in which we currently do not participate) and other cooperation agreements. In periods of increased demand and increased volume
of cargo, we adjust capacity by chartering-in additional vessels and containers and/or purchasing additional slots from partners, to the
extent feasible. During these periods, increased competition for additional vessels and containers may increase our costs. We may deploy
our capacity through additional vessels and containers in existing services, through new services that we operate independently or through
the exchange of capacity with vessels operated by other shipping companies or other cooperative agreements. In periods of decreased volumes
of cargo, we may adjust capacity to demand by electing to reduce our fleet size in order to reduce operating expenses mainly by redelivering
chartered-in vessels and not renewing their charters, or by cancelling specific voyages (which are referred to as “blank sailings”).
We may also elect to close existing services within, or exit entirely from, less attractive trades. As a substantial portion of our fleet
is chartered-in we retain a relatively high level of flexibility even though it is less so when it concerns vessels that are long term
chartered.
Freight rates. Freight rates are largely established
by the freight market and we have a limited influence over these rates. We use average freight rate per TEU as one of the key parameters
of our performance. Average freight rate per TEU is calculated as revenues from containerized cargo during a certain period, divided by
total TEUs carried during that period. Container shipping companies have generally experienced volatility in freight rates. Freight rates
vary widely as a result of, among other factors:
| • |
cyclical demand for container shipping services relative to the supply of vessel and container capacity; |
| • |
competition in specific trades; |
| • |
bunker prices; |
| • |
costs of operation; |
| • |
the particular dominant leg on which the cargo is transported; |
| • |
average vessel size in specific trades; |
| • |
the origin and destination points selected by the shipper; and |
| • |
the type of cargo and container type. |
As a result of some of these factors, including cyclical fluctuations in demand and supply,
container shipping companies have experienced volatility in freight rates. For example, the comprehensive Shanghai (Export) Containerized
Freight Index (SCFI) increased from 818 points on April 23, 2020, with the global outbreak of COVID-19, to 5,047 as of December 31, 2021,
but since then decreased to 1,108 as of December 30, 2022. Freight rates have significantly declined in 2022 as a result of reduced demand
as well as the easing of both COVID-19 restrictions and congestion in ports. Furthermore, rates within the charter market, through which
we source most of our capacity, may also fluctuate significantly based upon changes in supply and demand for shipping services. The severe
shortage of vessels available for hire during 2021 and the first half of 2022 has resulted in increased charter rates and longer charter
periods dictated by owners. Since September 2022, charter hire rates have been normalizing, with vessel availability for hire still very
low. In addition, according to Alphaliner, global container ship capacity is expected to increase by 8.2% in 2023, with a vessel order
book of 7.5 million TEU, the highest since 2010, while demand for shipping services is projected to increase only by 1.4%. Therefore,
the increase in ship capacity is expected to be more than the increase in demand for container shipping.
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There are cargo segments which require more expertise; for example, we charge a premium
over the base freight rate for handling specialized cargo, such as refrigerated, liquid, over-dimensional, or hazardous cargo, which require
more complex handling and more costly equipment and are generally subject to greater risk of damage. We believe that our commercial excellence
and customer centric approach across our network of shipping agencies enable us to recognize and attract customers who seek to transport
such specialized types of cargo, which are less commoditized services and more profitable. We intend to focus on growing the specialized
cargo transportation portion of our business: the portion of dangerous and hazardous cargo out of our total TEU carried grew by approximately
3% during 2022 compared to 2021, and the portion of reefer cargo out of our total TEU carried grew by approximately 8% during 2022 compared
to 2021. We also charge a premium over the base freight rate for global land transportation services we provide. Further, from time to
time we impose surcharges over the base freight rate, in part to minimize our exposure to certain market-related risks, such as fuel price
adjustments, exchange rate fluctuations, terminal handling charges and extraordinary events, although usually these surcharges are not
sufficient to recover all of our costs. Amounts received related to these adjustment surcharges are allocated to freight revenues.
Factors affecting our operating expenses and costs
of services
Cargo handling expenses. Cargo handling expenses
represent the most significant portion of our operating expenses. Cargo handling expenses primarily include variable expenses relating
to a single container, such as stevedoring and other terminal expenses, feeder services, storage costs, balancing expenses arising from
repositioning containers with unutilized capacity on the non-dominant leg, and expenses arising from inland transport of cargo.
Stevedoring expenses comprise the most significant component of cargo handling expenses.
We contract stevedoring services from third parties in every port at which we call. We generally engage these services on a port-by-port
basis, although, where possible, we seek to negotiate volume-based discounts or to enter into long-term contracts as a means of obtaining
discounted rates. However, for example, changes in labor costs at the ports where our vessels call or certain more expensive shifts during
which our vessels call may increase the cost of stevedoring services and in turn may lead to an increase in cargo handling expenses.
For each service we operate, we measure the utilization of a vessel on the dominant leg,
as well as on the counter-dominant leg by dividing the number of TEUs carried on a vessel by that vessel’s capacity. For example,
some of our major trade routes, such as the Pacific and Cross Suez routes, are marked by significant trade imbalances, as the majority
of goods are shipped from Asia for consumption in Europe and North America. We manage the container repositioning costs that arise from
the imbalance between the volume of cargo carried in each direction using various methods, such as triangulating our land transportation
activities and services. If we are unable to successfully match requirements for container capacity with available capacity in nearby
locations, we may incur balancing costs to reposition our containers in other areas where there is demand for capacity. Cargo handling
accounted for 41.6%, 48.1% and 50.5% of our operating expenses and cost of services for the years ended December 31, 2022, 2021 and 2020.Bunker
expenses. Fuel expenses, in particular bunker fuel expenses, represent a significant portion of our operating expenses. As a result,
changes in the price of bunker or in our bunker consumption patterns can have a significant effect on our results of operations. Bunker
price has historically been volatile, can fluctuate significantly and is subject to many economic and political factors that are beyond
our control. Bunker prices have been relatively low during 2020, have increased during 2021, and have increased further during 2022, partially
due to the outbreak of the Russia-Ukraine conflict and inflation. In an effort to reduce our bunker expenses, we have employed new procurement
processes and tools aimed at reducing the prices at which we purchase our bunker from our suppliers. We also seek to control our costs
by imposing surcharges over the base freight rate to minimize our exposure to changes in fuel costs, reviewing fuel prices in different
markets and purchasing fuel for our vessels when such vessels are visiting bunkering ports that offer lower bunker price. We have entered
into a sale and purchase agreement with Shell to supply LNG for our 15,000 TEU LNG dual fuel vessels expected to be delivered during 2023-2024,
and we expect to rely on other LNG suppliers for the purchase and supply of LNG for the remaining LNG dual fuel fleet to be delivered.
Additionally, we may sometimes manage, part of our exposure to fuel price fluctuations by entering into hedging arrangements. For more
information on the risks of fuel price fluctuations, see Item 3.D “Risk factors — Risks relating to our business and our industry
— Rising bunker prices may have an adverse effect on our results of operations.” Our bunker fuel consumption is affected by
various factors, including the number of vessels being deployed, vessel size, pro forma speed, vessel efficiency, weight of the cargo
being transported and sea state. We have implemented various optimization strategies designed to reduce bunker consumption, including
operating vessels in “super slow steaming” mode, trim optimization, hull and propeller polishing and sailing route optimization.
Our fuel expenses, which consist primarily of bunker expenses, accounted for 30.1%, 18.9% and 12.8% of our operating expenses and cost
of services for the years ended December 31, 2022, 2021 and 2020, respectively.
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Vessel charter portfolio. Most of our capacity
is chartered in. As of December 31, 2022, we chartered-in 141 vessels (including 136 vessels accounted as right-of-use assets under the
lease accounting guidance of IFRS 16 and four vessels accounted under sale and leaseback refinancing agreements), which accounted for
94.2% of our TEU capacity and 94.0% of the vessels in our fleet. Of such vessels, all are under a “time charter”, which consists
of chartering-in the vessel capacity for a given period of time against a daily charter fee, and 137 of which are with the owner handling
the crewing and technical operation of the vessel, including 6 vessels chartered-in from related parties. Four of our vessels are chartered-in
under a “bareboat charter”, which consists of chartering a vessel for a given period of time against a charter fee, with us
handling the operation of the vessel. Under these arrangements, both parties are committed for the charter period; however, vessels temporarily
unavailable for service due to technical issues will qualify for relief from charges during such period (off hire). Further to the implementation
of IFRS 16 (‘Leases’) on January 1, 2019, vessel charters with an expected term exceeding one year, are accounted through
depreciation and interest expenses. Accordingly, the composition of our charter fleet in respect of expected term, affects the classification
of our costs related to vessel charters. For strategic long term charter agreements see “Item 4.B – Our Vessel Fleet –
Strategic Chartering Agreements”.
We also purchase “slot charters,” which involve the purchase of slots on
board of another company’s vessel. Generally, these rates are based primarily on demand for capacity as well as the available supply
of container ship capacity. As a result of macroeconomic conditions affecting trade flow between ports served by container shipping companies
and economic conditions in the industries which use container shipping services, bareboat, time and slot charter rates can, and do, fluctuate
significantly and are generally affected by similar factors that influence freight rates. Our results of operations may be affected by
the composition of our general chartered-in vessels portfolio. Slots purchase and charter hire of vessels (other than those recognized
as right-of-use-assets) accounted for 8.4%, 13.6% and 17.6%, of our operating expenses and cost of services for the years ended December
31, 2022, 2021 and 2020, respectively.
Port expenses (including canal fees). We pay
port expenses, which are surcharges levied by a particular port and are applicable to a vessel and/or the cargo on board of a particular
vessel, at each port of call along our various trade routes. Increases in port expenses increase our operating expenses and, if such increases
are not reflected in the freight rate charged by us to our customers, may decrease our net income, margins and results of operations.
We also pay canal fees, which are the transit fees levied by canals, such as the Panama Canal or the Suez Canal, in connection with a
vessel’s passage and are generally correlated to the size of the vessel transporting the cargo. Larger vessels, notwithstanding
their utilization in a given voyage and capacity of cargo, generally pay higher transit fees. An increase in transit fees, if not reflected
in the freight rate charged by us to our customers, may decrease our net income, margins and results of operations. Our port (including
canal) expenses accounted for 7.5%, 6.5% and 7.3%, of our operating expenses and cost of services for the years ended December 31, 2022,
2021 and 2020, respectively.
Agents’ salaries and commissions. Our agents’
salaries and commissions reflect our costs related to agents’ services in connection with certain aspects of our shipping operations.
Any increases in the salaries and commissions paid to agents for their services, would result in the corresponding increases to our operating
expenses and cost of services. Agents’ salaries and commissions totaled $261.1 million, $238.8 million and $159.1 million for the
years ended December 31, 2022, 2021 and 2020, respectively, accounting for 5.5%, 6.1% and 5.6% of our operating expenses and cost of services
for the years ended December 31, 2022, 2021 and 2020.
General and administrative expenses and personnel expenses.
Our general and administrative expenses include salaries and related expenses, office equipment and maintenance, depreciation and amortization,
consulting and legal fees and travel and vehicle expenses. General and administrative expenses totaled $338.3 million, $267.7 million
and $163.2 million for the years ended December 31, 2022, 2021 and 2020, respectively, including $238.8 million, $193.0 million and $115.3
million of salaries and related expenses, respectively.
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Personnel expenses, which comprise salaries and related expenses (including incentives)
in both operating expenses and general and administrative expenses, totaled $489.7 million $411.3 million and $260.7 million for the years
ended December 31, 2022, 2021 and 2020, respectively.
Any adverse trends in volumes of trades, freight rates, charter rates and/or bunker prices,
as well as other deteriorating global economic conditions, could negatively affect the entire industry and also affect our business, financial
position, assets value, results of operations and cash flows.
Factors affecting comparability of financial position and results
of operations
Seasonality
Our business has historically been seasonal in nature. As a result, our average freight
rates have reflected fluctuations in demand for container shipping services, which affect the volume of cargo carried by our fleet and
the freight rates which we charge for the transport of such cargo. Our income from voyages and related services are typically higher in
the third and fourth quarters than the first and second quarters due to increased shipping of consumer goods from manufacturing centers
in Asia to North America in anticipation of the major holiday period in Western countries. The first quarter is affected by a decrease
in consumer spending in Western countries after the holiday period and reduced manufacturing activities in China and Southeast Asia due
to the Chinese New Year. However, operating expenses such as expenses related to cargo handling, charter hire of vessels, fuel and
lubricant expenses and port expenses are generally not subject to adjustment on a seasonal basis. As a result, seasonality can have an
adverse effect on our business and results of operations.
Recently, as a result of the continuing volatility within the shipping industry, seasonality
factors have not been as apparent as they have been in the past. As global trends that affect the shipping industry have changed rapidly
in recent years, including trends resulting from the COVID‑19 pandemic, it remains difficult to predict these trends and the
extent to which seasonality will be a factor impacting our results of operations in the future.
Components of our consolidated income statements
Income from voyages and related services
Income from voyages and related services is primarily generated from the transportation
of cargo and related services. Income from voyages, which represented 98.6% of income from voyages and related services for the year
ended December 31, 2022, consists primarily of the transportation of cargo, including demurrage and value-added services.
Cost of voyages and related services
Cost of voyages and related services is comprised of: (i) operating expenses and
costs of services, including expenses related to cargo handling, slots purchase and charter hire of vessels, fuel and lubricants expenses,
port expenses, agents’ salaries and commissions, costs of related services and sundry expenses, and (ii) depreciation expenses.
Operating expenses and costs of services
Expenses related to cargo handling. Expenses
related to cargo handling primarily include the cost relating to loading and discharge of containers, transport of empty containers, land
transportation and transshipment of cargo.
Fuel and lubricants. Expenses related to the
consumption of fuel and lubricants primarily consist of the purchase costs of fuel consumed by the vessels we operate and other
oil-based lubricants required for the operation of our vessels.
Slots purchase and charter hire of vessels. Slot
purchases comprise mainly of the cost of purchases of slots from other shipping companies. Charter hire of vessels mainly consists of
charges we pay to vessel owners for hiring their vessels, excluding those accounted as right-of-use assets (in accordance with IFRS 16).
In addition, we charter-in the majority of our vessels on a time charter basis and, as a result, generally do not incur additional costs
for crew provisioning, maintenance, repair or hull insurance with respect to these vessels.
68
Port expenses. Port expenses consist of port
costs and canal dues. Port costs consist of charges we pay to ports, on a per-call basis, for a variety of services, including berthing,
tug services, sanitary services and utilities. Canal expenses consist of canal dues we pay to the operators of the Panama and Suez Canals.
Agents’ salaries and commissions. Agents’
salaries and commissions comprise the cost of the services provided by the shipping agencies, in the form of salaries and commissions
paid.
Costs of related services and sundry. Costs of
related services and sundry comprise mainly of expenses of subsidiaries providing shipping-agent services, logistics services, forwarding
and customs clearance services.
Depreciation
Depreciation mainly consists of depreciation of operating assets, primarily vessels,
containers and chassis. We depreciate owned vessels and leased vessels (right-of-use assets) expected to be owned by the end of the lease
using a straight-line method, on the basis of an estimated useful life of 25 years (for new build), taking into account their residual
scrap value, where applicable. The remaining leased vessels are depreciated using a straight-line method along the shorter of the lease
term and the useful life of the vessel. Other assets, such as containers, are also depreciated over their estimated useful life (13 years
for containers) on a straight-line basis, taking into account their residual value, where applicable.
Other income (expenses), net
Other income (expenses), net ordinarily consists of capital gains and losses, net related
to the sale of containers and handling equipment, vessels and real-estate assets, as well as impairment losses (recoveries).
General and administrative expenses
General and administrative expenses consist mainly of employee salaries and other employee
benefits (including incentives, pension and related payments) of our administrative personnel, as well as expenses related to office maintenance,
computerized equipment and software (including depreciation and amortization), fees paid in respect of consulting, legal and insurance
services, as well as travel and vehicle expenses.
Share of profits of associates, net of tax
Share of profits of associates, net of tax comprises our share in the net income (loss)
of associate companies, accounted for under the equity method.
Finance expenses, net
Finance income is ordinarily comprised of interest income on funds invested and net foreign
currency exchange rate differences. Finance expenses are ordinarily comprised of interest expenses on lease liabilities, borrowings and
other liabilities, net foreign currency exchange rate differences and impairment losses on trade and other receivables.
Income taxes
Income taxes comprise current and deferred tax expenses related to corporate income and
other earnings. Current tax is the expected taxes payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized in respect of
temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
taxation purposes.
How we assess the performance of our business
In addition to operational metrics such as TEUs carried and average freight rate per
TEU carried and financial measures determined in accordance with IFRS, we make use of the non-IFRS financial measures Adjusted EBIT and
Adjusted EBITDA in evaluating our past results and future prospects.
69
Adjusted EBIT and Adjusted EBITDA
Adjusted EBIT is a non-IFRS financial measure that we define as net income (loss) adjusted
to exclude financial expenses (income), net and income taxes, in order to reach our results from operating activities, or EBIT, and further
adjusted to exclude impairment of assets, non-cash charter hire expenses, capital gains (losses) beyond the ordinary course of business
and expenses related to legal contingencies. Adjusted EBITDA is a non-IFRS financial measure that we define as net income (loss) adjusted
to exclude financial expenses (income), net, income taxes, depreciation and amortization in order to reach EBITDA, and further adjusted
to exclude impairments of assets, non-cash charter hire expenses, capital gains (losses) beyond the ordinary course of business and expenses
related to legal contingencies.
We present Adjusted EBIT and Adjusted EBITDA in this Annual Report because each is a
key measure used by our management and Board of Directors to evaluate our operating performance. Accordingly, we believe that Adjusted
EBIT and Adjusted EBITDA provide useful information to investors and others in understanding and evaluating our operating results and
comparing our operating results between periods on a consistent basis, in the same manner as our management and Board of Directors.
The following is a reconciliation of our net income (loss), the most directly comparable
IFRS financial measure, to Adjusted EBIT and Adjusted EBITDA for each of the periods indicated.
|
Year Ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
(in millions) |
||||||||||||
|
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBIT |
||||||||||||
|
Net income (loss) |
$ |
4,629.0 |
$ |
4,649.1 |
$ |
524.2 |
||||||
|
Financial expenses, net |
108.5 |
156.8 |
181.2 |
|||||||||
|
Income taxes |
1,398.3 |
1,010.4 |
16.6 |
|||||||||
|
Operating income (EBIT) |
6,135.8 |
5,816.3 |
722.0 |
|||||||||
|
Non-cash charter hire expenses(1)
|
0.4 |
1.5 |
7.7 |
|||||||||
|
Capital loss (gain), beyond the ordinary course of business(2)
|
(0.6 |
) |
(0.1 |
) |
(0.1 |
) | ||||||
|
Assets Impairment loss (recovery) |
0.0 |
0.0 |
(4.3 |
) | ||||||||
|
Expenses related to legal contingencies |
9.8 |
2.0 |
3.3 |
|||||||||
|
Adjusted EBIT |
$ |
6,145.4 |
$ |
5,819.7 |
$ |
728.6 |
||||||
|
Adjusted EBIT margin(3)
|
48.9 |
% |
54.2 |
% |
18.3 |
% | ||||||
| (1) |
Mainly related to amortization of deferred charter hire costs, recorded in connection with the 2014 restructuring. |
| (2) |
Related to disposal of assets, other than container and equipment (which are disposed on a recurring basis). |
| (3) |
Represents Adjusted EBIT divided by Income from voyages and related services. |
70
|
Year Ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
(in millions) |
||||||||||||
|
RECONCILIATION OF NET INCOME (LOSS) ADJUSTED EBITDA |
||||||||||||
|
Net income (loss) |
$ |
4,629.0 |
$ |
4,649.1 |
$ |
524.2 |
||||||
|
Financial expenses, net |
108.5 |
156.8 |
181.2 |
|||||||||
|
Income taxes |
1,398.3 |
1,010.4 |
16.6 |
|||||||||
|
Depreciation and amortization |
1,396.2 |
779.2 |
314.2 |
|||||||||
|
EBITDA |
7,532.0 |
6,595.5 |
1,036.2 |
|||||||||
|
Non-cash charter hire expenses(1)
|
0.1 |
0.0 |
0.7 |
|||||||||
|
Capital loss (gain), beyond the ordinary course of business(2)
|
(0.6 |
) |
(0.1 |
) |
(0.1 |
) | ||||||
|
Assets Impairment loss (recovery) |
0.0 |
0.0 |
(4.3 |
) | ||||||||
|
Expenses related to legal contingencies |
9.8 |
2.0 |
3.3 |
|||||||||
|
Adjusted EBITDA |
$ |
7,541.3 |
$ |
6,597.4 |
$ |
1,035.8 |
||||||
| (1) |
Mainly related to amortization of deferred charter hire costs, recorded in connection with the 2014 restructuring. Following the
adoption of IFRS 16 on January 1, 2019, part of the adjustments are recorded as amortization of right-of-use assets. |
| (2) |
Related to disposal of assets, other than containers and equipment (which are disposed on a recurring basis). |
Results of operations
The following table sets forth our results of operations in U.S. million dollars and
as a percentage of income from voyages and related services for the periods indicated:
|
Year Ended December 31, |
||||||||||||||||||||||||
|
2022 |
2021 |
2020 |
||||||||||||||||||||||
|
(in millions) |
||||||||||||||||||||||||
|
Income from voyages and related services |
$ |
12,561.6 |
100 |
% |
$ |
10,728.7 |
100 |
% |
$ |
3,991.7 |
100 |
% | ||||||||||||
|
Cost of voyages and related services: |
||||||||||||||||||||||||
|
Operating expenses and cost of services |
(4,764.5 |
) |
(37.9 |
) |
(3,905.9 |
) |
(36.4 |
) |
(2,835.1 |
) |
(71.0 |
) | ||||||||||||
|
Depreciation |
(1,370.3 |
) |
(10.9 |
) |
(756.3 |
) |
(7.1 |
) |
(291.6 |
) |
(7.3 |
) | ||||||||||||
|
Gross profit |
6,426.8 |
51.2 |
6,066.5 |
56.5 |
865.0 |
21.7 |
||||||||||||||||||
|
Other operating income (expenses), net |
48.0 |
0.4 |
13.6 |
0.1 |
16.9 |
0.4 |
||||||||||||||||||
|
General and administrative expenses |
(338.3 |
) |
(2.7 |
) |
(267.7 |
) |
(2.5 |
) |
(163.2 |
) |
(4.1 |
) | ||||||||||||
|
Share of profits of associates |
(0.7 |
) |
(0.0 |
) |
3.9 |
0.1 |
3.3 |
0.1 |
||||||||||||||||
|
Results from operating activities |
6,135.8 |
48.9 |
5,816.3 |
54.2 |
722.0 |
18.1 |
||||||||||||||||||
|
Finance expenses, net |
(108.5 |
) |
(0.9 |
) |
(156.8 |
) |
(1.4 |
) |
(181.2 |
) |
(4.6 |
) | ||||||||||||
|
Profit (loss) before income tax |
6,027.3 |
48.0 |
5,659.5 |
52.8 |
540.8 |
13.5 |
||||||||||||||||||
|
Income taxes |
(1,398.3 |
) |
(11.1 |
) |
(1,010.4 |
) |
(9.5 |
) |
(16.6 |
) |
(0.4 |
) | ||||||||||||
|
Net income (loss) |
4,629.0 |
36.9 |
% |
$ |
4,649.1 |
43.3 |
% |
$ |
524.2 |
13.1 |
% | |||||||||||||
71
Fiscal Year ended December 31,
2022, compared to fiscal year ended December 31, 2021
Income from voyages and related services
Income from voyages and related services for the year ended December 31, 2022 increased
by $1,832.9 million, or 17.1%, from $10,728.7 million for the year ended December 31, 2021 to $12,561.6 million for the year ended December
31, 2022, primarily driven by (i) an increase of $1,253.5 million in revenue from containerized cargo, as detailed in the table below
with respect to carried volume and average freight rates, (ii) an increase of $242.9 million in income from demurrage and (iii) an increase
of $224.4 million in income from non-containerized cargo.
The number of TEUs carried for the year ended December 31, 2022, decreased 101 thousand
TEUs, or 2.9%, from 3,481 thousand TEUs for the year ended December 31, 2021, to 3,380 thousand TEUs for the year ended December 31, 2022,
primarily driven by an increased number of blank voyages across all trades, mainly due to port congestion. On the other hand, the above
was partially offset by changes in the operation mode of the lines (an increase in Intra-Asia and Cross Suez trades, partially offset
by a decrease in the Pacific and Atlantic trades) and an increase in vessel utilization (an increase in Intra-Asia and Latin America trades,
partially offset by a decrease in the other trades). The average freight rate per TEU carried for the year ended December 31, 2022, increased
by $454, or 16.3%, from $2,786 for the year ended December 31, 2021 to $3,240 for the year ended December 31, 2022.
The following table shows a breakdown of our TEUs carried, average freight rate per TEU
carried and freight revenues from containerized cargo (i.e., excluding other revenues, mainly related to demurrage, value-added services
and non-containerized cargo; see also Note 25 to our audited consolidated financial statements included elsewhere in this Annual Report)
for each geographic trade zone for the periods presented. For a discussion of the factors that drove changes in average freight rate per
TEU carried in our industry, see “— Factors affecting our income from voyages and related services.”
|
TEUs carried |
Average freight rate per TEU carried |
Freight revenues from containerized cargo |
||||||||||||||||||||||||||||||||||
|
Year Ended December 31, |
Year Ended December 31, |
Year Ended December 31, |
||||||||||||||||||||||||||||||||||
|
Geographic trade zone |
2022 |
2021 |
% Change |
2022 |
2021 |
% Change |
2022 |
2021 |
% Change |
|||||||||||||||||||||||||||
|
Pacific |
1,160 |
1,376 |
(15.7 |
)% |
$ |
4,743 |
$ |
3,835 |
23.7 |
% |
$ |
5,504.2 |
$ |
5,278.9 |
4.3 |
% | ||||||||||||||||||||
|
Cross-Suez |
428 |
345 |
24.1 |
% |
$ |
3,568 |
$ |
3,639 |
(2.0 |
)% |
$ |
1,528.5 |
$ |
1,254.2 |
21.9 |
% | ||||||||||||||||||||
|
Atlantic-Europe |
496 |
619 |
(19.9 |
)% |
$ |
2,485 |
$ |
1,551 |
60.2 |
% |
$ |
1,231.3 |
$ |
960.7 |
28.2 |
% | ||||||||||||||||||||
|
Intra-Asia |
1,058 |
939 |
12.7 |
% |
$ |
1,840 |
$ |
1,826 |
0.8 |
% |
$ |
1,945.9 |
$ |
1,714.6 |
13.5 |
% | ||||||||||||||||||||
|
Latin America |
238 |
202 |
17.8 |
% |
$ |
3,120 |
$ |
2,430 |
28.4 |
% |
$ |
742.3 |
$ |
490.3 |
51.4 |
% | ||||||||||||||||||||
|
Total |
3,380 |
3,481 |
(2.9 |
)% |
$ |
3,240 |
$ |
2,786 |
16.3 |
% |
$ |
10,952.2 |
$ |
9,698.7 |
12.9 |
% | ||||||||||||||||||||
TEUs carried in the Pacific geographic trade zone for the year ended December 31, 2022,
decreased 216 thousand, or 15.7%, from 1,376 thousand for the year ended December 31, 2021 to 1,160 thousand for the year ended December
31, 2022, primarily driven by an increased number of blank voyages, decrease in vessel utilization and the closing of two E-commerce express
services in the Pacific Southwest sub-trade during the second quarter of 2022. On the other hand, the above was partially offset by the
launching of an Ecommerce express service in the All-Water sub-trade during April 2022. The average freight rate per TEU carried in the
Pacific geographic trade zone for the year ended December 31, 2022, increased $908, or 23.7%, from $3,835 for the year ended December
31, 2021 to $4,743 for the year ended December 31, 2022.
TEUs carried in the Cross-Suez geographic trade zone for the year ended December 31,
2022 increased 83 thousand, or 24.1%, from 345 thousand for the year ended December 31, 2021 to 428 thousand for the year ended December
31, 2022, primarily driven by the launching of a self-operated service between India and the Mediterranean during the fourth quarter of
2021, which was extended to North Europe beginning the second quarter of 2022. On the other hand, the above was partially offset by an
increased number of blank voyages and a decrease in vessel utilization, along with the launching of a self-operated service in Asia –
Mediterranean sub-trade during the second quarter of 2022. The average freight rate per TEU carried in the Cross-Suez geographic trade
zone for the year ended December 31, 2022 decreased $71, or 2.0%, from $3,639 for the year ended December 31, 2021 to $3,568 for the year
ended December 31, 2022.
TEUs carried in the Atlantic-Europe geographic trade zone for the year ended December
31, 2022 decreased 123 thousand, or 19.9%, from 619 thousand for the year ended December 31, 2021 to 496 thousand for the year ended December
31, 2022, primarily driven by shifting cargo from the Atlantic trade to the Cross Suez trade in view of the new line from Asia to the
Mediterranean and to North Europe. In addition, the decrease was partially driven by the military conflict in the Black Sea, which contributed
to a decrease in vessel utilization and an additional number of blank voyages. The average freight rate per TEU carried in the Atlantic-Europe
geographic trade zone for the year ended December 31, 2022 increased $934, or 60.2%, from $1,551 for the year ended December 31, 2021
to $2,485 for the year ended December 31, 2022.
72
TEUs carried in the Intra-Asia geographic trade zone for the year ended December 31,
2022 increased 119 thousand, or 12.7%, from 939 thousand for the year ended December 31, 2021 to 1,058 thousand for the year ended December
31, 2022, primarily driven by changes in the operation mode of the lines, mainly the launching during January 2022 of the new North China
- Australia Express service, as well as increase in vessel utilization, partially offset by closing lines in South East Asia sub-trade
and an increased number of blank voyages. The average freight rate per TEU carried in the Intra-Asia geographic trade zone for the year
ended December 31, 2022 increased $14, or 0.8%, from $1,826 for the year ended December 31, 2021 to $1,840 for the year ended December
31, 2022.
TEUs carried in the Latin America geographic trade zone for the year ended December 31,
2022 increased 36 thousand or 17.8%, from 202 thousand for the year ended December 31, 2021 to 238 thousand for the year ended December
31, 2022, primarily driven by an increase in vessel utilization, partially offset by an increased number of blank voyages. The average
freight rate per TEU carried in the Latin America geographic trade zone for the year ended December 31, 2022 increased $690, or 28.4%,
from $2,430 for the year ended December 31, 2021 to $3,120 for the year ended December 31, 2022.
Composition of gross profit
|
Year Ended December 31, |
||||||||||||||||
|
2022 |
2021 |
Change |
% Change |
|||||||||||||
|
(in millions) |
||||||||||||||||
|
Income from voyages and related services |
$ |
12,561.6 |
$ |
10,728.7 |
1,832.9 |
17.1 |
% | |||||||||
|
Cost of voyages and related services: |
||||||||||||||||
|
Operating expenses and cost of services |
(4,764.5 |
) |
(3,905.9 |
) |
(858.6 |
) |
22.0 |
|||||||||
|
Depreciation |
(1,370.3 |
) |
(756.3 |
) |
(614.0 |
) |
81.2 |
|||||||||
|
Gross profit |
$ |
6,426.8 |
$ |
6,066.5 |
360.3 |
5.9 |
% | |||||||||
Cost of voyages and related services
Operating expenses and cost of services
Operating expenses and cost of services for the year ended December 31, 2022 increased
$858.6 million, or 22.0%, from $3,905.9 million for the year ended December 31, 2021 to $4,764.5 million for the year ended December 31,
2022, primarily driven by (i) an increase of $695.0 million (94.0%) in bunker expenses, (ii) an increase of $103.6 million (40.5%) in
port expenses (iii) an increase of $101.6 million (5.4%) in cargo handling expenses, and (iv) an increase of $45.2 million (26.4%) in
cost of related services and sundry, partially offset by (v) a decrease of $131.7 million (24.8%) in slot purchases and hire of vessels
and containers.
Depreciation
Depreciation for the year ended December 31, 2022 increased by $614.0 million, or 81.2%,
from $756.3 million for the year ended December 31, 2021, to $1,370.3 million for the year ended December 31, 2022, primarily due to (i)
an increase of $564.1 million related to right-of-use assets (mainly vessels), and (ii) an increase of $50.6 million related to owned
assets (mainly containers purchased).
Gross profit
Gross profit for the year ended December 31, 2022 increased $360.3 million, or 5.9%,
from $6,066.5 million for the year ended December 31, 2021, to $6,426.8 million for the year ended December 31, 2022, primarily driven
by an increase in income from voyages and related services, partially offset by an increase in operating expenses and cost of services,
as well as an increase in depreciation expenses.
Other Operating income (expenses), net
Other operating income, net for the year ended December 31, 2022 was $48.0 million, compared
to other operating income, net of $13.6 million for the year ended December 31, 2021, an increase of $34.4 million, primarily driven by
an increase of $33.2 million in capital gain (mainly related to containers sold).
73
General and administrative expenses
General and administrative expenses for the year ended December 31, 2022 increased $70.6
million, or 26.4%, from $267.7 million for the year ended December 31, 2021 to $338.3 million for the year ended December 31, 2022, primarily
driven by (i) an increase of $45.8 million in salaries and related expenses (including incentives), and (ii) an increase of $10.1 million
in office equipment, maintenance and depreciation.
Finance expenses, net
Finance expenses, net for the year ended December 31, 2022 were $108.5 million compared
to $156.8 million for the year ended December 31, 2021, a decrease of $48.3 million, or 30.8%. The decrease was primarily driven by (i)
a decrease of $76.8 million related to interest income on deposits and debt instruments and (ii) a decrease of $35.3 million related to
net foreign currency exchange rate differences, partially offset by (iii) an increase of $55.9 million in interest expenses (mostly related
to lease liabilities).
Income taxes
Income taxes for the year ended December 31, 2022 increased $387.9 million, from $1,010.4
million for the year ended December 31, 2021 to $1,398.3 million for the year ended December 31, 2022. The increase was primarily driven
by utilization of carried-forward losses in 2021 for which deferred taxes assets were not recognized.
Fiscal Year ended December 31, 2021, compared to fiscal year
ended December 31, 2020
See - “Item 5. Operating and Financial Review and Prospects” of the Company’s
Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 9, 2022.
Liquidity and capital resources
We operate in the capital-intensive container shipping industry. Our principal sources
of liquidity are cash inflows received from operating activities, generally in the form of income from voyages and related services. Our
principal needs for liquidity are operating expenses, expenditures related to lease liabilities and capital expenditures. Our long-term
capital needs generally result from our need to fund our growth strategy. Our ability to generate cash from our operations depends on
future operating performance, which is dependent, to some extent, on general economic, financial, legislative, regulatory and other factors,
many of which are beyond our control, as well as the other factors discussed in Item 3.D “Risk factors.”
Our cash and cash equivalents amounted to $1,022.1 million, $1,543.3 million, and $570.4
million as of December 31, 2022, 2021 and 2020, respectively.
In addition, our bank deposits and other investment instruments amounted to $3,588.6
million, $2,306.5 million and $55.8 million as of December 31, 2022, 2021 and 2020, respectively. See Note 29(a) to our audited consolidated
financial statements included elsewhere in this Annual Report in respect of the Company’s investment policy.
Working capital position
As of December 31, 2022, our current assets totaled $4,271.6 million while current
liabilities totaled $2,662.2 million (including current maturities of lease liabilities and other financial liabilities), resulting in
a working capital of $1,609.4 million. We believe that our current cash and cash equivalents, along with our investments in bank
deposits and other investment instruments, and our operating cash flows will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for at least the 12 months following the date of this Annual Report and to make the required principal
and interest payments on our indebtedness (mostly comprised of lease liabilities).
74
Cash flows
The following is a summary of the cash flows by activity for the years ended December
31, 2022, 2021 and 2020:
|
Year Ended December 31, |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
(in millions) |
||||||||||||
|
Net cash generated from operating activities |
$ |
6,110.1 |
5,970.9 |
$ |
880.8 |
|||||||
|
Net cash used in investing activities |
(1,645.0 |
) |
(3,343.1 |
) |
(35.2 |
) | ||||||
|
Net cash used in financing activities |
(4,976.4 |
) |
(1,653.0 |
) |
(460.4 |
) | ||||||
Fiscal Year ended December 31, 2022, compared to fiscal year ended
December 31, 2021
Net cash generated from operating activities
Our cash flow from operating activities is generated primarily from containerized cargo
transportation services, less our payments for operating expenses and costs of services, including expenses related to cargo handling,
fuel and lubricants, slots purchase and charter hire of vessels, agents’ salaries and commissions, port expenses, costs of related
services and general and administrative expenses. We use our cash flows generated from operating activities to support working capital
and capital expenditure (including right-of-use assets) for current and future operations. Our business has historically been seasonal
in nature. Recently, seasonality factors have not been as apparent as they have been in the past. During past periods of seasonality,
our income from voyages and related services in the first and second quarters have historically declined as compared to the third and
fourth quarters. As trends that affect the shipping industry have changed rapidly in recent years, it remains difficult to predict these
trends and the extent to which seasonality will be a factor impacting our results of operations in the future.
For the year ended December 31, 2022, net cash generated from operating activities increased
$139.2 million, or 2.3%, from $5,970.9 million for the year ended December 31, 2021, to $6,110.1 million for the year ended December 31,
2022. The increase in cash generated from operating activities was primarily as a result of (i) an increase of $955.5 million in profit
before income taxes, excluded of net finance expenses and non-cash items, and (ii) an increase of $385.9 million related to changes in
working capital, partially offset by (iii) an increase of $1,217.0 million in taxes paid.
Net cash used in investing activities
Our investing activities are ordinarily comprised of investments in bank deposits and
other investment instruments, capital expenditures and sale of tangible assets. We invest a portion of our cash in various time deposits,
as well as in fixed income instruments and other investment instruments that are not treated as cash and cash equivalents. Accordingly,
cash flows related to such bank deposits and investment instruments are treated as cash used in (generated from) investing activities.
For the year ended December 31, 2022, net cash used in investing activities was $1,645.0
million compared to $3,343.1 million for the year ended December 31, 2021, a decrease of $1,698.1 million. The change was primarily driven
by (i) a decrease of $2,170.4 million related to change in other investments (mainly bank deposits) and (ii) a decrease of $659.5 million
in acquisition of tangible assets, intangible assets and interest in investees, and (iii) a decrease of $81.6 million related to change
in other receivables, partially offset by (iv) an increase of $1,250.6 million in net acquisition of investments instruments.
Net cash used in financing activities
Our financing activities are ordinarily comprised of principal and interest payments
in respect of lease liabilities and borrowings, dividend distributions and change in short-term loans.
For the year ended December 31, 2022, net cash used in financing activities was $4,976.4
million compared to $1,653.0 million for the year ended December 31, 2021, an increase of $3,323.4 million. The increase was primarily
driven by (i) an increase of $2,766.9 million in dividend paid to shareholders, (ii) an increase of $258.1 million in repayment of lease
liabilities and borrowings and, (iii) a decrease of $205.4 million in issuance of share capital (net of issuance costs).
75
Fiscal Year ended December 31, 2021, compared to fiscal year ended
December 31, 2020
For a comparison of our cash flows for the fiscal years ended December 31, 2021 and 2020,
see “Item 5. Operating and Financial Review and Prospects – Liquidity and capital resources – Cash flows” in the
Company’s Annual Report on Form 20-F for the year ended December 31, 2021, filed with the Securities and Exchange Commission on
March 9, 2022.
Debt and other financing arrangements
Total outstanding indebtedness as of December 31, 2022, consisted of $2,854.9 million
in long-term debt and $1,476.9 million in current maturities of long-term debt and short-term debt. Long-term debt is mainly comprised
of lease liabilities, related to vessels and equipment.
During 2021 we have made early repayments in a total amount of $434 million in respect
of our Series 1 and Series 2 notes (“Tranches C and D”). These early repayments made in 2021, as well as early repayments
completed in 2020 to a certain group of creditors (“Tranche A”), resulted with the removal of the related provisions and limitations,
the Company was previously subject to. In November 2022, the Company also early repaid in full its Tranche E loan (see also ”Tranche
E loan” below), for a total consideration of US$ 66 million.
Further to the above, the Company’s is required to comply with a certain minimum
liquidity requirement, as well with other non-financial covenants which are customary in financial arrangements. As of December 31, 2022,
the Company is in compliance with its covenants, as the Company’s liquidity, as defined in the related agreements, amounted to US$
4.6 billion (Minimum Liquidity required was US$ 125 million).
As further detailed in the table below, as of December 31, 2022, our total outstanding
indebtedness was $4,331.9 million. As of December 31, 2021, and 2020, our total outstanding debt was $3,341.3 million and $1,862.1 million,
respectively. The increase of $990.6 million during the year ended December 31, 2022 was primarily driven by a net increase of $1,087.8
million in lease liabilities. The increase of $1,479.2 million during the year ended December 31, 2021 was primarily driven by a net increase
of $1,897.7 million in lease liabilities, offset by a decrease of $433.8 million related to the early repayment of Series 1 and Series
2 notes (“Tranches C and D”).
The weighted average interest rate paid per annum as of December 31, 2022, under all
of our indebtedness was 7.7%.
|
Type of debt |
|
Original currency |
|
Fixed / Variable |
|
Effective interest (1) |
|
Year of maturity |
|
Face value |
|
Carrying amount | |||
|
(in millions)
| |||||||||||||||
|
Financial Debt: |
|||||||||||||||
|
Tranche E loan |
|
U.S. dollars |
|
Fixed |
|
|
|
|
|||||||
|
Other long term loans |
|
U.S. dollars |
|
Fixed |
|
7.6 |
%(2) |
2023 – 2030 |
|
119.4 |
|
119.4 | |||
|
Short-term credit from banks |
|
U.S. dollars |
|
Fixed |
|
5.9 |
% |
2023 |
|
53.0 |
|
53.0 | |||
|
Total |
$ |
172.4 |
$ |
172.4 | |||||||||||
|
Lease liabilities |
|
Mainly U.S. dollars |
|
Fixed |
|
7.7 |
%(2)
|
2023 – 2032 |
$ |
4,159.5 |
$ |
4,159.5 | |||
|
Total |
|
|
|
|
$ |
4,331.9 |
$ |
4,331.9 | |||||||
| (1) |
The effective interest rate is the rate that discounts estimated future cash payments or receipts through the contractual life of
the financial instrument to the net carrying amount of the financial instrument and does not necessarily reflect the contractual interest
rate. |
| (2) |
Based on weighted average. |
76
Tranche E loan
The Tranche E loan was an unsecured loan that was originally due on July 16, 2026. In
November 2022, the Company repaid in full its Tranche-E loan, for a total consideration of US$ 66 million, and no amounts were outstanding
as of December 31, 2022.
Vessel financing leases
We are engaged in multiple lease arrangements for vessels, supporting our operating activities,
including leases that provide an option to obtain ownership of the vessel at the end of the lease term. Most of such leases are accounted
as lease liabilities in accordance with IFRS 16, while a few originated in sale and leaseback transactions which are accounted as secured
borrowing.
Container financing leases
Some of our container assets are obtained using lease arrangements, including leases
that provide an option to purchase the containers at the end of the lease period for an agreed amount. Our container leases generally
contain representations and warranties that are in each case customary for this type of transaction.
Short-term credit
We have short-term borrowings from banks, mainly dominated in US dollars.
Factoring facility
In July 2019, we entered into a revolving arrangement with Bank Hapoalim, subject to
periodic renewals, for the recurring sale, meeting the criteria of “true sale”, of a portion of receivables, designated by
us. According to this arrangement, an agreed portion of each designated receivable is sold to the financial institution in consideration
of cash in the amount of the portion sold (limited to an aggregated amount of $100 million), net of the related fees. The true sale of
the receivables under this arrangement meets the conditions for derecognition of financial assets as prescribed in IFRS 9 (Financial Instruments).
As of December 31, 2022 and 2021, no amounts were withdrawn under this facility. In February
2023, the factoring agreement with Bank Hapoalim was further renewed for an additional period of one year, ending February 2024.
Capital expenditures
During the years ended December 31, 2022, 2021, and 2020, our capital expenditures were
$345.5, $1,005.0 and $42.7 million, respectively. Such expenditures, which do not include additions of leased assets, were mainly related
to investments in equipment and vessels, as well as in our information systems. Our projected capital expenditures for the next 12 months
are aimed to support our ongoing operational needs. We believe our current cash and cash equivalents and our investments in bank deposits
and other investment instruments, as well as, our operating cash flows will be sufficient to fund our operations for at least the next
12 months.
Quantitative and qualitative disclosures
about market risk
We are exposed to risks associated with adverse changes in exchange rates, interest rates
and commodity prices.
Management has established risk management policies to monitor and manage such market
risks, as well as credit risks.
We are exposed to currency risk on purchases, receivables and payables where they are
denominated in a currency other than the U.S. dollar. Although we did not enter into transactions of derivatives in recent years, we may
do so from time to time, in order to manage market risks. We do not enter into commodity contracts other than to meet our operational
needs. In the past, these transactions did not meet the criteria for hedging for accounting purposes and therefore the change in their
fair value was recognized directly in profit or loss.
The carrying amounts of certain financial assets and liabilities, including cash and
cash equivalents, trade and other receivables, bank deposits and other financial assets at amortized cost, short-term loans and borrowings
and trade and other payables, are the same or proximate to their fair value. When measuring the fair value of an asset or a liability,
we use market observable data to the extent applicable.
For a discussion of our exposure to market risk, including foreign currency risk and
interest rate risk, and our periodic fair value measurements, see Note 29 to our audited consolidated financial statements included
elsewhere in this Annual Report.
77
Critical accounting policies and
estimates
The preparation of our consolidated financial statements in conformity with IFRS requires
management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognized in the period in which the estimates are revised and in any future periods affected. We believe that our estimates
and judgments are reasonable; however, actual results and the timing of recognition of such amounts could differ from those estimates.
Critical accounting policies and estimates are defined as those that are reflective of significant judgments and uncertainties and could
potentially result in materially different results under different assumptions and conditions. For a discussion of these and other accounting
policies, see Notes 3 and 4 to our audited consolidated financial statements included elsewhere in this Annual Report.
Revenue recognition
We consider each freight transaction as comprised of one performance obligation, recognized
per the time-based portion completed as at the reporting date. The operating expenses related to cargo traffic are recognized immediately
as incurred. If the expected incremental and other direct costs related to the cargo exceed its expected related revenue, the loss is
recognized immediately in profit or loss.
With respect to presentation and in accordance with IFRS 15 guidance, we recognize “Contract
liabilities”, reflecting obligation to provide services, with respect to engagements with customers, not yet completed as at the
respective reporting date. Trade receivables and contract liabilities deriving from the same contract are presented on a gross basis in
the statement of financial position.
Assessment of probability of contingent liabilities
From time to time, we and our investees are subject to various pending legal matters.
Management evaluates based on the opinion of its legal advisors, whether it is more likely than not that an outflow of economic resources
will be required in respect of potential liabilities under such legal matters. The developments and/or resolutions in such matters, including
through either negotiations or litigation, are subject to a high level of uncertainty which could result in recognition, adjustment or
reversal of a provision for such claims. For information with respect to the Group’s exposure to claims and legal matters, see Note 27
to our audited consolidated financial statements included elsewhere in this Annual Report.
Assessment of non-financial assets for impairment
At each reporting date, we review the carrying amount of our operating assets and assess
them for impairment when indications exist. When performing an impairment test, based on the value in use of our cash-generating-unit
(which comprises all of our net operating assets), we use judgment to estimate the forecasted cashflows for a projected period and for
the terminal period, reflecting the long-term steady state. We also assess the terminal growth rate and the appropriate discounting rate,
reflecting our long-term cost of capital. This analysis determines whether we recognize an impairment, or the reversal of an impairment
loss, and to what extent these are recorded in profit or loss. Although we believe our estimates are reasonable, these are all highly
subjective and involve significant inherent uncertainties. For further information with respect to our impairment test as of December
31, 2022, see Note 6 to our audited consolidated financial statements included elsewhere in this Annual Report.
78
Leases
A lease, in accordance with IFRS 16, defined as an arrangement that conveys the right
to control the use of an identified asset for a period of time in exchange for consideration, is initially recognized on the date in which
the lessor makes the underlying asset available for use by the lessee.
Upon initial recognition, we recognize a lease liability at the present value of the
future lease payments during the lease term and concurrently recognize a right-of-use asset at the same amount of the liability, adjusted
for any prepaid and/or initial direct costs incurred in respect of the lease.
The present value is calculated using the implicit interest rate of the lease, or our
incremental borrowing rate applicable for such lease, when the implicit rate is not readily determinable. The Company estimates its incremental
borrowing rate, with the assistance of a third-party appraiser, based on available debt transactions and their corresponding yield curves,
while applying judgment in respect of the comparability of such debt transactions to the lease arrangements.
The lease term is the non-cancellable period of the lease, in addition to any optional
period which is reasonably certain to apply, considering extension and/or termination options. When assessing such options, the Company
applies judgment, while considering all relevant aspects and circumstances, including its expected operational needs, to conclude whether
it expects there will be an economic incentive to exercise such options.
Following recognition, we depreciate a right-of-use asset on a straight-line basis, as
well as adjust its value to reflect any re-measurement of its corresponding lease liability or any impairment losses in accordance with
IAS 36. We chose to apply the available exemptions with respect to short-term leases and leases of low-value assets, as well as the expedient
with respect to the inclusion of non-lease components in the accounting of a lease.
We also apply the requirements of IFRS 15 to determine whether an asset transfer, within
a transaction of sale and lease-back, is accounted for as a sale. If an asset transfer satisfies the requirements of IFRS 15 to be accounted
for as a sale, we measure the right-of-use asset arising from the lease-back at the proportion of the previous carrying amount that relates
to the right-of-use retained by us. Accordingly, we only recognize the amount of gain or loss that relates to the rights transferred.
If the asset transfer does not satisfy the requirements of IFRS 15 to be accounted for as a sale, we account the transaction as secured
borrowing.
If the terms of a lease in which we are a lessee are modified, we first assess whether
the revised terms reflect an increase or a decrease in the lease scope. When a lease modification increases the scope of the lease by
adding a right to use one or more underlying assets, and the consideration for the lease increased by an amount commensurate with the
stand-alone price for the increase in such circumstances, we account for the modification as a separate lease. When we do not account
the modification as a separate lease, on the initial date of the lease modification, we determine the revised lease term and measure the
lease liability by discounting the revised lease payments using a revised discount rate, against the right-of-use asset. For lease modifications
that include a decrease in scope of the lease, as a preceding step and before remeasuring the lease liability against the right-of-use
asset, we first recognize a decrease in the carrying amount of the right- of-use asset (on a pro-rata basis) and the lease liability (considering
the revised leased payments and pre- modification discounting rate), in order to reflect the partial or full cancellation of the lease,
with the net change recognized in profit or loss.
Trend information
For a description of the factors affecting our results of operations see “-
Factors affecting our income from voyages and related services”. Total global container shipping demand totaled approximately
236.8 million TEU in 2022 (including inland transportation) according to Drewry Container Forecaster as of December 2022. Global container
demand has seen steady and resilient growth equaling a 5.6% CAGR since 2000 according to Drewry, driven by multiple factors. These include
economic drivers such as GDP growth, containerization and industrial production, as well as other non-economic drivers such as geopolitics,
consumer preferences and demographic changes.
The breakout of the COVID-19 pandemic has led to the second crisis in the container shipping
industry since 2000, (with the first crisis occurring during 2009 following the 2008 financial crisis). 2020 commenced with lockdowns
and reduced exports from China, reduction of shipping capacity, however during the second half of 2020 manufacturing capacity increased,
together with a spike in e-commerce and goods sales, and inventory restocking.
Following the supply chain disruptions experienced in 2021, which were a factor driving
significant upgrades to freight rates, supply chains have been normalizing during 2022, mainly due to a shift in consumer spending. According
to Drewry, demand is expected to achieve an approximately 1.8% CAGR from 2021 to 2025.
79
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors
and senior management
The following table sets forth the name, age and position of each of our executive officers
and directors as of the date of this Annual Report:
|
Name |
|
Age |
|
Position |
|
Executive officers |
|
|
|
|
|
Eli Glickman |
|
61 |
|
Chief Executive Officer and President |
|
Xavier Destriau |
|
50 |
|
Chief Financial Officer |
|
Noam Nativ |
|
52 |
|
EVP General Counsel and Company Secretary |
|
David Arbel |
|
63 |
|
EVP Chief Operations Officer |
|
Yakov Baruch |
|
55 |
|
EVP Human Resources Organization |
|
Eyal Ben-Amram |
|
60 |
|
EVP Chief Information Officer |
|
Saar Dotan |
|
53 |
|
EVP Countries and Business Development |
|
Assaf Tiran |
|
47 |
|
EVP Cross Suez and Atlantic BU |
|
Dan Hoffmann |
|
67 |
|
EVP Intra Asia Trade Business Unit |
|
Nissim Yochai |
|
64 |
|
EVP ZIM USA President Latin America BU |
|
Hani Kalinski |
50 |
EVP Pacific BU | ||
|
Directors |
|
|
||
|
Yair Seroussi(2)
|
|
67 |
|
Chairman of the Board |
|
Yair Caspi |
|
50 |
|
Director |
|
Liat Tennenholtz(2)
|
|
38 |
|
Director |
|
Nir Epstein(1)(2)
|
|
53 |
|
Director |
|
Flemming Robert Jacobs(1)(2)
|
|
79 |
|
Director |
|
Dr. Karsten Karl-Georg Liebing |
|
57 |
|
Director |
|
Birger Johannes Meyer-Gloeckner |
|
45 |
|
Director |
|
Yoav Moshe Sebba |
|
52 |
|
Director |
|
William (Bill) Shaul(1) (2)
|
|
61 |
|
Director |
| (1) |
Member of our audit committee. |
| (2) |
Member of our compensation committee. Nir Epstein served as a member of our Compensation Committee until December 6, 2021.
|
Board of directors
Yair Seroussi has served as the Chairman of our
Board of Directors since October 2020. Mr. Seroussi was chairman of Bank Hapoalim from 2009 to 2016 and he served as the head
of Morgan Stanley Israel from 1993 to 2009. He is currently chairman of Enlight Renewable Energy, listed on the NASDAQ Global Select Market
and the Tel Aviv Stock Exchange (TASE). From 2017 to 2019 he was the chairman of Mediterranean Towers which is listed on the TASE. He
has been a board member of Stratasys which has been listed on NASDAQ since June 2017, and a member of the investment committee of
Menora Mivtachim since March 2018. Mr. Seroussi started his career at the Israeli Ministry of Finance in February 1981
where he held senior positions, the last one as head of the Ministry’s mission to the USA from 1988 to 1992. Mr. Seroussi is
also active in non-profit organizations and was a co-founder of Tovanot Bechinuch in 2011. He has been the Chairman of the Eli Hurvitz
Institute of Strategic Management in the Tel Aviv University since 2010, a member of the board of governors at the Hebrew University,
the Weizmann Institute of Science, and Shenkar School of Design. Mr. Seroussi holds a bachelor’s degree in economics and political
science from the Hebrew University.
Yair Caspi has served as a member of the Company’s
Board of Directors since August 2019. Mr. Caspi also has served as the Chairman of O.P.C. Energy Ltd. since 2021, a director
in Israel Corporation Ltd. since 2019, and he served as a director in Oil Refineries Ltd. from 2020 until April 2022. Mr. Caspi
served as a managing partner and senior partner at the commercial law firm of Caspi Co. from 2006 to 2018. Mr. Caspi holds
a LL.B in Law and a bachelor’s degree in business administration from the Reichman University (formerly known as the Interdisciplinary
Center Herzliya) and an International Executive master’s degree in business administration from Northwestern University and Tel
Aviv University.
80
Nir Epstein has served as a member of our Board
of Directors since July 2014 for a period of a few months and rejoined in 2018. He has served as Executive Director and Vice
Chairman of Prothya Biosolutions Belgium and Prothya Biosolutions Netherlands since January 1, 2021. He has served as the CEO of Epstein
Capital, an independent boutique investment and merchant banking house offering a full range of MA and financial advisory services
established in 2005. Mr. Epstein holds a LL.B degree from Tel Aviv University in Israel and a master’s degree in business administration
from INSEAD University in France.
Flemming Robert Jacobs has served as a member
of our Board of Directors since October 2014. Mr. Jacobs is currently a Member of the Advisory Board of the Panama Canal, Panama.
He is Non-Executive Director Emeritus of the not-for-profit Global Maritime Forum, Copenhagen, which he founded in 2017. Mr. Jacobs
holds a Commercial Diploma from HH, now Copenhagen Business School, and completed a Management Course at Harvard Business School.
Dr. Karsten Karl-Georg Liebing has served
as a member of our Board of Directors since July 2014. Dr. Liebing has served as Managing Partner of HAMMONIA Reederei GmbH
Co. KG since 2008 and as Managing Director of HAMMONIA Reederei GmbH Co. KG. since 2005. He has also served as a Member of
the Management Board at HCI Hammonia Shipping AG since 2007 and as a Member of the Supervisory Board at HCI Capital AG from 2013 until
2016. From 1995 until 2005, Dr.Liebing worked with KfW IPEX bank in Frankfurt in Energy and Ship Finance. Dr. Liebing holds a bachelor’s
degree in economics from the University of Hanover in Hanover, Germany, and a master’s degree in business administration and doctoral
degree in economics from the University of Hamburg in Hamburg, Germany.
Birger Johannes Meyer-Gloeckner has served as
a member of our Board of Directors since July 2014. He has served in various senior management positions at the CONTI Group and has
served as Managing Director of CONTI HOLDING GmbH Co. KG since 2017. Mr. Meyer-Gloeckner holds a degree in economics from
Ernst-Moritz-Arndt University in Greifswald, Germany.
Yoav Moshe Sebba has served as a member of the
Company’s Board of Directors since September 2011. Mr. Sebba joined the XT Group, a global shipping and holdings company,
in 1998, and he is currently serving as a Managing Director of its Hi-Tech Investments company. Prior to his current position, Mr. Sebba
served as a partner in Yozma Venture Capital, one of Israel’s prominent venture capital funds, in which the XT Group was a founding
partner. Prior to joining the XT Group, Mr. Sebba served as a project manager at one of Israel’s leading commercial banks and
at a leading consulting firm. Mr. Sebba also currently serves on the boards of directors of Sofwave (TASE), Phytech, BlueThrone,
Epitomee (TASE) and Cymbio. Mr. Sebba holds a bachelor’s degree in management and industrial engineering, cum laude, from the
Technion Institute of Technology and a master’s degree in business administration from the University of Haifa.
William (Bill) Shaul has served as a member of
the Company’s Board of Directors since May 2021. Mr. Shaul is a UK Chartered Accountant and works as an independent business consultant.
Mr. Shaul's current clients range from public companies, private equity funds, private businesses and high net worth individuals. Mr.
Shaul also currently serves as a director of an Israeli based technology company (Interactive Optical Technologies Group Ltd). Mr. Shaul
worked for KPMG in the UK between 1988 and 2019 during the last 24 years of which he was a tax partner. Mr. Shaul spent much of his time
at KPMG working with large, global listed companies, as well as with high-net-worth individuals. Mr. Shaul holds a bachelor’s and
a master’s degree in Manufacturing Engineering from Cambridge University.
Liat Tennenholtz has served as a member of the
Company’s Board of Directors since May 2021. Ms. Tennenholtz is currently serving as VP MA and as a member of the senior management
of Matrix IT Ltd., a multi-billion global Israeli technology corporation traded on the TASE, having joined Matrix as VP Business Development
in 2018. Ms. Tennenholtz also serves as a director in Navitas Buckskin Finance Ltd. a public company traded on the TASE, in which she
also acts as the head of the financial statements review committee, and as a member of the audit committee and the compensation committee
since 2017. Prior to her current positions in Matrix, Ms. Tennenholtz worked on complex local and international deals carrying various
positions including Commercial Finance Business Partner in Amdocs Limited, a multi-billion global IT company traded on Nasdaq, Business
Development Manager and Corporate Affairs Manager in Navitas Petroleum LP, a global energy entity traded on the TASE, and CPA and Attorney
for international tax department in KPMG’s Israel branch. Ms. Tennenholtz holds a bachelor’s degree in accounting and an LL.B
both from Tel Aviv University, studied Mathematics in UCLA, and is a licensed lawyer and a certified public accountant in Israel.
81
Senior management
Eli Glickman has served as our Chief Executive
Officer and President since July 2017. Prior to joining us, Mr. Glickman served as Chief Executive Officer of the Israeli Electric
Corporation from 2011 to 2015. Prior to that, he served as Deputy Chief Executive Officer and VP Customers of Partner — Orange
Cellular Communication. Mr. Glickman holds a Master of Science in financial management from the Naval post-graduate School Monterey
(California) and is a graduate of Georgetown University’s International Executive Business Administration program.
Xavier Destriau has served as our Chief Financial
Officer since June 2018. Prior to joining us, he gained an international shipping experience with CMA CGM where he spent more than
ten years serving in various senior positions such as CFO Asia and then Vice President — Head of Group Financing. Prior
to CMA CGM, Mr. Destriau served as Financial Planning and Analysis Manager for Europe at Honeywell Inc. Mr. Destriau holds
a Chemical Engineering degree from CPE Lyon and a Business degree from EM Lyon Business School.
Noam Nativ has served as our EVP General Counsel
and Company Secretary since May 2018. Prior to joining us, Mr. Nativ served as Vice President, General Counsel and Corporate
Secretary of Tnuva from October 2012 to May 2018 and as a partner at the law firm of Goldfarb Seligman Co. from 2004
to 2012. Mr. Nativ holds an LL.B (magna cum laude) from The Hebrew University of Jerusalem and an LL.M. from the University of Chicago
Law School and is admitted to practice law in Israel and in the State of New York.
David Arbel has served as our Executive Vice
President and Chief Operations Officer since July 2015 and is responsible for our operational and procurement activities globally.
Prior to joining us, Mr. Arbel served in various senior positions in the Israeli Navy and was honorably discharged after 28 years
at the rank of Colonel as Head of the Planning, Maintenance and Logistics Division. Mr. Arbel holds a B.Sc. in mechanical engineering
and a master’s degree in business administration and high-tech management from the Technion Israel Institute of Technology.
Yakov Baruch has served as our Executive Vice
President of Human Resources since August 2012. Prior to joining us, Mr. Baruch held various positions in the Israeli Navy,
where he served as Deputy of the Human Resource Division from 2008 to 2011, Head of Standards and Organization Division from 2006 to 2007
and Human Resources Manager of the Navy military base in Haifa from 2004 to 2006. Mr. Baruch holds a B.A. (cum laude) in business
management and behavioral science and a master’s degree in business administration from the University of Beer-Sheba.
Eyal Ben-Amram has served as our Executive Vice
President and Chief Information Officer since July 2015. Prior to joining us, he served as Vice President of Operations at N-trig
from January 2010 to June 2015, as CIO and Head of Delivery Operations at Amdocs from 2004-2009, as Vice President of Operations
at Scitex Vision and Aprion Digital from 1999 to 2003, as Planning and Control manager at Scitex from 1995 to 1999 and as Senior Operational
Researcher at El-Al Israel Airlines from 1990 to 1995. Mr. Ben-Amram holds a B.Sc. with honors in industrial engineering and a master’s
degree in business administration with honors from Tel Aviv University.
Saar Dotan has served as our Executive Vice President
of Countries Business Development since September 2018. Mr. Dotan has been at ZIM since March 2005. Since March 2007,
he has served in various management positions, such as Vice President of Human Resources, Vice President of Ship Management
Chartering, Vice President of Europe Area, and he also previously served as Executive Vice President of Sales Customer Service.
Prior to joining ZIM, Mr. Dotan served in Ofer Brothers Haifa in various managerial positions, from March 1996 to February 2005.
Mr. Dotan holds M.B.A and B.A in Economics from the University of Haifa.
Dan Hoffmann has been with us for over four decades,
joining the agency team in 1979 and performing various operational and commercial roles. In 1995, Mr. Hoffmann relocated to Shanghai
as our first representative in China. In 1998, Mr. Hoffmann led the creation of our wholly owned agency in China, and in 2001, he
managed the creation of our logistics arm in China, ZIM China Logistics. In 2006, Mr. Hoffmann was transferred to Hong Kong in order
to be the President of our Asia-Pacific region, and by 2016, he was appointed as the CEO of Gold Star Line, our regional carrier, a role
that he currently holds. Mr. Hoffmann has a bachelor’s degree in economics and oriental studies from Haifa University and an
executive degree in finance from INSEAD University.
Nissim Yochai has served as EVP LATM BU and ZIM
US president since October 1, 2022, based in Norfolk, VA, USA. He served as our Executive
Vice President of Transpacific Trade since March 2016 until October 1, 2022, and was based in our regional office in Hong Kong. He
joined us in 2011 with a long record of senior managerial experience in shipping and logistics. Prior to serving in this position, Mr. Yochai
served as our Vice President of Global Sales from February 2015 to March 2016 and as Vice President of Corporate Customer Relationships
from December 2011 to January 2015. Before joining us, Mr. Yochai served as Managing Director of Aviv Shigur Ltd, a courier
services company, and as General Manager of Fridenson Air and Ocean LTD. Mr. Yochai worked for DHL Express in a variety of commercial
roles, including Commercial Manager for Southeast Europe based in Vienna and Europe Sales Performance Manager based in Brussels, among
others. Mr. Yochai holds a B.A. in business and economics from Bar Ilan University in Israel and a master’s degree in business
administration from New York Institute of Technology in New York.
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Assaf Tiran was appointed as EVP Cross Suez
Atlantic BU in August 2022. He previously served as our VP of Global Customer Service since April 2018. Prior to joining us, Mr.
Tiran worked at ECI Telecom for five years where he served as Global Services Division Business Manager EMEA Regional Manager, and
then as Vice President - Global Services Division. From 2002 to 2012, Mr. Tiran had various managerial positions at Partner Communication
– Orange IL, including as Director, Head of Frontal Services formation between 2007 to 2012.Mr. Tiran holds a bachelor’s degree
in business administration from the University of Derby.
Hani Kalinski was appointed as our Executive
Vice President of Pacific BU in September 2022. Prior to serving in this position, Ms. Kalinski served as our VP of Medium and Small Countries
since April 2018. She also served as our Director of Europe and East Mediterranean from April 2016 to March 2018, and as a Business Unit
Manager from May 2010 to March 2016. Previous to that, Ms. Kalinski served in various senior financial positions. Ms. Kalinski holds a
bachelor’s degree in economics from the University of Haifa and a master’s degree in business administration from Tel Aviv
University.
B.
Compensation
Compensation of directors
Under the Companies Law, the compensation of our directors requires the approval of our
compensation committee, the subsequent approval of the Board of Directors and, unless exempted under the regulations promulgated under
the Companies Law, the approval of the shareholders at a general meeting. Where the director is also a controlling shareholder or someone
the controlling shareholder has a personal interest in his or her compensation, the requirements for approval of transactions with controlling
shareholders apply, as described below under Item 6.C “Board practices - Disclosure of personal interests of a controlling
shareholder and approval of certain transactions.”
For additional information, see below “— Compensation of officers and directors.”
Compensation of officers and directors
The aggregate compensation paid and share-based compensation and other payments expensed
by us and our subsidiaries to our directors and executive officers with respect to the year ended December 31, 2022 was $23.6
million. This amount includes share-based compensation of $11.5 million and $1.1 million set aside or accrued to provide pension, severance,
retirement or similar benefits or expenses, but does not include business travel, relocation, professional and business association dues
and expenses reimbursed to directors and officers, and other benefits commonly reimbursed or paid by companies in our industry.
For so long as we qualify as a foreign private issuer, we are not required to comply
with the proxy rules applicable to U.S. domestic companies, including the requirement applicable to U.S. domestic companies to disclose
the compensation of certain executive officers on an individual, rather than an aggregate, basis. Nevertheless, regulations promulgated
under the Companies Law requires us to disclose the annual compensation of our five most highly compensated directors and officers on
an individual, rather than on an aggregate, basis. This disclosure will not be as extensive as that required of a U.S. domestic company.
We intend to continue providing such disclosure, at the latest, in the proxy statement for our 2023 annual meeting of shareholders, which
will be furnished under cover of a Form 6-K.
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Reservation of Ordinary Shares (Pool), Option Grants and IPO Grants
Our Board of Directors has further approved the reservation of a maximum aggregate number
of 1,000,000 ordinary shares of the Company in 2021, which number was increased in 2022 by 3,200,000 ordinary shares, out of which 1,472,715
are available for issuance under the 2020 Share Incentive Plan, or the Incentive Plan, at the sole discretion of the Company’s Board
of Directors with respect to any such issuance and its terms. Following the recommendation of our compensation committee and the approval
of our audit committee, our Board of Directors approved the grant of options exercisable for 546,822 ordinary shares in connection with
the closing of our initial public offering to a senior member of the Company’s management, with a fair market value (using a Black-Scholes
valuation) equivalent to NIS 9.6 million translated into USD at the exchange rate in effect on the grant date. The options granted under
our Incentive Plan are at an exercise price per share equal to the public offering price of $15.00 and exercisable for a term of five
years from grant date, subject to vesting. 25% of the options shall vest upon the first anniversary of the grant date with the remaining
options vesting in equal quarterly installments over the following three-year period. The options were granted under the capital gains
track through a trustee, under Section 102 of the Israeli Income Tax Ordinance (New Version), 1961. The board further approved the grant
of 2,228,375 additional options to Board members, executive officers and employees of the Company (including the grant of 935,061 options
to Board members and senior members of the Company’s management, of which 490,662 options were approved at our shareholders’
meeting on May 2, 2022). The options granted under our Incentive Plan in 2022 were granted at an exercise price of $68.37 per share, which
is equal to the average closing price of our ordinary shares on the NYSE during the 30 days that ended on March 7, 2022, and exercisable
for a term of five years from grant date, subject to vesting. In addition, in August 2022, the board approved the grant of 107,110 options
to executive officers and employees of the Company, including the grant of 38,293 options to senior members of the Company’s management
at an exercise price of $47.78 per ordinary share, reflecting the average closing price of our ordinary shares on the NYSE during the
30 days that ended on August 14, 2022. These options shall vest upon the first, second, third and fourth anniversary of the grant date,
in four equal installments of 25% each. For the description of the 2020 Share Incentive Plan See “Item 6.E Share Ownership”.
Employment agreements with executive officers
We have entered into written employment agreements with all of our executive officers.
Each of these agreements contains provisions regarding confidentiality, non-competition/non-solicitation and ownership of intellectual
property. The non-competition provision applies for a period that is generally 12 months following termination of employment. The
enforceability of covenants not to compete in Israel and the United States and possibly elsewhere is subject to limitations.
In addition, our executive officers who are employed in our headquarters in Israel enjoy
other standard terms offered to senior managers in the Israeli market such as annual vacation days and annual sick days in excess
of the statutory quota, and coverage of car expenses.
Furthermore, all of our executive officers have received indemnification letters from
us, are entitled to annual bonus (subject to the discretion of our compensation committee and board and to meeting required KPIs) and
may participate in our long term equity incentive plans which we adopted in 2018 and in 2020, and are also entitled to certain additional
benefits such as pension, life and health insurance and holiday gifts, as well as coverage of business expenses incurred in the course
of their performance of their work.
In addition, we are required to provide notice prior to terminating the employment of
our executive officers, generally between three to six months, other than in the case of a termination under circumstances which
deprive the executive officer of severance pay under Israeli law, a breach of trust, or the executive officer’s breach of the terms
of confidentiality, non-competition/non-solicitation or ownership of intellectual property provisions of the relevant employment agreement.
C. Board
practices
As an Israeli company, we are subject to various corporate governance requirements under
the Companies Law. However, pursuant to regulations promulgated under the Companies Law, companies with shares traded on certain U.S.
stock exchanges, including the NYSE, may, subject to certain conditions, “opt out” from the requirement of the Companies Law
to appoint external directors and related Companies Law rules concerning the composition of the audit committee and compensation
committee of the Board of Directors (other than the gender diversification rule under the Companies Law which requires the appointment
of a director from the other gender if, at the time a director is appointed, all members of the Board of Directors are of the same gender).
In accordance with these regulations, we have elected to “opt out” from such requirements of the Companies Law. Under these
regulations, the exemptions from such Companies Law’s requirements will continue to be available to us so long as we comply with
the following: (i) we do not have a “controlling shareholder” (as such term is defined under the Companies Law), (ii) our
shares are traded on certain U.S. stock exchanges, including the NYSE, and (iii) we comply with the director independence requirements
and the requirements regarding the composition of the audit committee and the compensation committee under U.S. laws (including applicable
NYSE rules) applicable to U.S. domestic issuers.
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Our Board of Directors has adopted corporate governance guidelines, which will serve
as a flexible framework within which our Board of Directors and its committees operate, subject to the requirements of applicable law
and regulations. Under these guidelines, it will be our policy that the positions of chairperson of the Board of Directors and Chief Executive
Officer may not be held by the same person unless approved by our shareholders pursuant to the Companies Law, as described below under
“— Chairperson of the Board of Directors”. Our Board of Directors will also be responsible for nominating candidates
for election to the Board of Directors, reviewing candidates’ qualifications for Board membership (including making independence
determinations) and evaluating the composition of the Board. These guidelines also set forth the responsibilities of our audit committee
and compensation committee and our policies with respect to director compensation, in each case as described further below.
We rely on the “home country practice exemption” with respect to certain
listing requirements of the NYSE, including, for example, to have a nominating committee or to obtain shareholder approval for certain
issuances to related parties or the establishment or amendment of certain equity-based compensation plans. We otherwise intend to comply
with the rules generally applicable to U.S. domestic companies listed on the NYSE, including the requirement to obtain shareholder
approval for certain other dilutive events (such as issuances that will result in a change of control or other transactions involving
the issuance of a number of ordinary shares equal to 20% or more of our outstanding ordinary shares). We may in the future decide to use
the foreign private issuer exemption with respect to some or all of the other NYSE corporate governance rules.
On March 10, 2021, the Israeli Ministry of Justice issued a memorandum proposing
several legislative amendments to the Companies Law concerning companies without a controlling shareholder, such as ourselves, in light
of the growing trend of decentralized ownership structures seen in public companies. The publication of such memorandum was done in recognition
of the fact that decentralized ownership structures are characterized by a different agency problem than that of centralized ownership
structures. Thus, the memorandum proposes amendments that would align various corporate governance provisions to be better suited to the
circumstances of such decentralized ownership structures. Generally, such proposed amendments concern, among other things, the definition
of ‘control’ (where “control” will also include instances of 25% or more holdings of the means of control in a
company where there is no holder of more than 50% of the means of control in the said company), changes to the composition of the board
of directors, (generally, the replacement of external directors with a majority of independent directors in cases where there is no controlling
shareholder), the nomination of candidates for the position of director on behalf of the board of directors by a nomination committee,
the recommendation to appoint a ‘lead independent director’ for companies whose chairperson and CEO is the same person, the
requirement to approve extraordinary transactions with certain material related parties (related parties holding 10% or more of the means
of control in a company without a controlling shareholder) by the audit committee and board of directors, the requirement to approve non-extraordinary
transactions with directors by the audit committee and board of directors, and the requirement to approve extraordinary transactions with
directors (even if not compensation related) by the audit committee, board of directors and the general meeting (by regular majority).
There is no certainty as to when the provision of these amendments will indeed take effect, if at all.
Board of directors
Under the Companies Law and our articles of association, our business and affairs are
managed under the direction of our Board of Directors.
Our Board of Directors may exercise all powers and may take all actions that are not
specifically granted to our shareholders or to executive management. Our Chief Executive Officer (referred to as a “general manager”
under the Companies Law) is responsible for our day-to-day management. Our Chief Executive Officer is appointed by, and serves at the
discretion of, our Board of Directors. All other executive officers are appointed by the Chief Executive Officer and their terms of employment
or consulting agreements are approved by the compensation committee and the Board of Directors and are subject to the terms of any applicable
employment or consulting agreements that we may enter into with them.
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Following our shareholders meeting held in July 2022, five of our nine directors are
independent under NYSE rules, thus, we comply with the rule of the NYSE that a majority of our directors be independent within one year
following the listing of our shares on NYSE. Yair Caspi, Birger Johannes Meyer-Gloeckner, Yoav Sebba and Dr. Karsten Karl-Georg Liebing
are not independent.
Under our articles of association, as amended in our shareholders’ meeting convened
in July 2022, our Board of Directors must consist of at least seven and not more than eleven directors, including at least two external
directors to the extent required to be appointed under the Companies Law and regulations promulgated under that law. Our Board of Directors
consists of nine directors. Each director will hold office until the next annual general meeting of our shareholders, unless the director
is removed by a majority vote of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our
articles of association.
In addition, our articles of association allow our Board of Directors to appoint directors,
create new directorships or fill vacancies on our Board of Directors, who will hold office until the next annual general meeting following
their appointment. To the extent applicable and unless the exemptions under the Companies Law apply, external directors are elected for
an initial term of three years and may be elected for up to two additional three-year terms and thereafter for additional three-year
terms under the circumstances described below. External directors may be removed from office only under the limited circumstances set
forth in the Companies Law.
Under the Companies Law, our Board of Directors must determine the minimum number of
directors who are required to have accounting and financial expertise. In determining the number of directors required to have such expertise,
our Board of Directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
Our Board of Directors has determined that the minimum number of directors of our company who are required to have accounting and financial
expertise is two, and that each of Yair Seroussi, Nir Epstein, Dr. Karsten Karl-Georg Liebing William (Bill) Shaul and Liat Tennenholtz
satisfy this requirement.
Chairperson of the Board of Directors
Our articles of association provide that the chairperson of the board is appointed by
the members of the Board of Directors and serves as chairperson of the board throughout his or her term as a director, or until the appointment
of a different chairperson in his or her place (the earlier of the two), unless resolved otherwise by the Board of Directors. Under the
Companies Law, the Chief Executive Officer or a relative of the Chief Executive Officer may not serve as the chairperson of the board
of directors, and the chairperson of the Board of Directors or a relative of the chairperson may not be vested with authorities of the
Chief Executive Officer, without shareholder approval by a special majority.
External directors
Under the Companies Law, companies incorporated under the laws of the State of Israel
that are “public companies,” including companies with shares listed on the NYSE, are required to appoint at least two external
directors. The external directors must meet strict independence criteria to ensure that they are unaffiliated with the company and any
controlling shareholder. At least one of the external directors is required to have financial and accounting expertise, and the other
external director must have either financial and accounting expertise or professional qualifications, as defined in the regulations promulgated
under the Companies Law. The Companies Law also provides that the external directors must serve on both the audit committee and the compensation
committee, that the audit committee and the compensation committee must both be chaired by an external director, and that at least one
external director must serve on every board committee authorized to exercise powers of the Board of Directors. Additional rules govern
the term and compensation of external directors. Pursuant to regulations promulgated under the Companies Law, companies with shares traded
on certain U.S. stock exchanges, including the NYSE, may, subject to certain conditions, “opt out” from the Companies Law
requirements to appoint external directors and related Companies Law rules concerning the composition of the audit committee and
compensation committee of the Board of Directors. In accordance with these regulations, we have elected to “opt out” from
the Companies Law requirement to appoint external directors and related Companies Law rules concerning the composition of the audit
committee and compensation committee of the Board of Directors.
86
Director independence
Our Board of Directors has undertaken a review of the independence of each director.
Based on information provided by each director concerning his or her background, employment and affiliations, our Board of Directors has
determined that each of Yair Seroussi, Nir Epstein, Flemming Robert Jacobs, William (Bill) Shaul and Liat Tennenholtz do not have a relationship
that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that as of the date
hereof, each of these directors is “independent” as that term is defined in the rules of the NYSE. In making these determinations,
our Board of Directors considered the current and prior relationships that each non-employee director has with our company and all other
facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of
our share capital by each non-employee director, and the transactions involving them described in Item 8.A “Related Party Transactions.”
Committees of the Board of Directors
Our Board of Directors established an audit committee and a compensation committee in
accordance with SEC rules and NYSE requirements. The composition and responsibilities of each of the committees of our Board of Directors
is described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board of Directors.
Since we have opted out of the requirements of the Companies Law regarding the composition of committees, we believe that the composition
and functioning of all of our committees complies with the applicable requirements of the Exchange Act, the NYSE rules, SEC rules and
regulations and the applicable provisions of the Companies Law.
Audit committee
Under the Companies Law, the Board of Directors of a public company must appoint an audit
committee that will comply with certain composition requirements, subject to the possibility of a company to opt out of certain Companies
Law requirements under certain circumstances, as we have. Accordingly, our audit committee consists of Flemming Robert Jacobs, Nir Epstein
and William (Bill) Shaul, each of whom meets the requirements for independence under the rules of the NYSE and the applicable rules and
regulations of the SEC. Each member of our audit committee also meets the financial literacy requirements in the NYSE rules and the
applicable rules and regulations of the SEC. In addition, our Board of Directors has determined that each of Nir Epstein and William
(Bill) Shaul is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities
Act. Our audit committee will, among other things:
| • |
retain, oversee, compensate, evaluate and terminate our independent auditors, subject to the approval of the Board of Directors,
and to the extent required, to that of the shareholders; |
| • |
approve or, as required, pre-approve, all audit, audit-related and all permitted non-audit services and related compensation and
terms, other than de minimis non-audit services, to be performed by the independent registered public accounting firm; |
| • |
oversee the accounting and financial reporting processes of our company and audits of our financial statements, the effectiveness
of our internal control over financial reporting and prepare such reports as may be required of an audit committee under the rules and
regulations promulgated under the Exchange Act; |
| • |
review with management, and our independent auditor, as applicable, our annual, semi-annual and quarterly audited and unaudited financial
statements prior to publication and/or filing (or submission, as the case may be) to the SEC; |
| • |
recommend to the Board of Directors the retention, promotion, demotion and termination of the internal auditor, and the internal
auditor’s engagement fees and terms, in accordance with the Companies Law; |
| • |
approve the yearly or periodic work plan proposed by the internal auditor, and review the internal audit framework that exists
within the Company and the functioning of the internal audit function, as well as whether the internal auditor has the necessary tools
to fulfil his duties, giving attention to, inter alia, the special needs of the Company and its
size; |
| • |
review with our general counsel and/or external counsel, as deemed necessary, legal or regulatory matters that could have a material
impact on the financial statements or our compliance policies and procedures; |
87
| • |
establish policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services)
between the company and officers, directors, or controlling shareholders, or affiliates thereof, or transactions that are not in the ordinary
course of the company’s business, and determine whether such transactions are extraordinary; |
| • |
establish, with respect to certain related party transactions, the obligation to conduct a competitive process or other process,
prior to engagement in such transaction and the audit committee may determine such obligation with respect to a certain type of transaction
according to certain parameters that it will establish once a year in advance; |
| • |
review and approve any engagements or transactions that require the audit committee’s approval under the Companies Law;
|
| • |
receive and retain reports of suspected business irregularities and legal compliance issues, and suggest to the Board of Directors
remedial courses of action; and |
| • |
establish procedures for the handling of employees’ complaints as to the management of our business and the protection to be
provided to such employees. |
Our audit committee operates under a written charter, that satisfies the NYSE rules,
the applicable rules and regulations of the SEC and the applicable provisions of the Companies Law.
Compensation committee
Under the Companies Law, the Board of Directors of a public company must appoint a compensation
committee. The Companies Law provides composition requirements applicable to a compensation committee, unless a company elects to opt-out
of certain Companies Law requirements, under certain circumstances, as we have. Our compensation committee consists of Flemming Robert
Jacobs, Bill Shaul, Yair Seroussi and Liat Tennenholtz, each of whom meets the requirements for independence under the NYSE rules and
the applicable rules and regulations of the SEC.
In accordance with the Companies Law, the roles of the compensation committee are, among
others, as follows:
| • |
recommend to the Board of Directors with respect to the approval of the compensation policy for directors and officers and, once
every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years;
|
| • |
review the implementation of the compensation policy and periodically recommend to the Board of Directors with respect to any amendments
or updates to the compensation policy; |
| • |
resolve whether or not to approve arrangements with respect to the terms of engagement and employment of officers and directors;
and |
| • |
exempt, under certain circumstances, the compensation terms of a candidate for chief executive officer from the requirement to obtain
shareholder approval. |
An officer is defined in the Companies Law as a general manager, chief business manager,
deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of such
person’s title, a director and any other manager directly subordinate to the general manager. Each person listed in the table under
Item 6.A “Directors, senior management and employees – Directors and Senior Management”
is an officer under the Companies Law.
Our compensation committee operates under a written charter that satisfies the NYSE rules,
the applicable rules and regulations of the SEC and the provisions of the Companies Law.
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Committee charters and chairpersons
We posted the charters of our audit and compensation committees, and any amendments thereto
that may be adopted from time to time, on our website. Information on or that can be accessed through our website is not part of this
Annual Report.
Nir Epstein and Flemming Robert Jacobs were appointed as the chairperson of our audit
committee and compensation committee, respectively.
Compensation policy under the Companies Law
In general, under the Companies Law, a public company must have a compensation policy
approved by the Board of Directors after receiving and considering the recommendations of the compensation committee. Such compensation
policy must be approved at least once every three years (except for the initial approval which can be made after a five-year term),
first, by our Board of Directors, upon recommendation of our compensation committee, and second, by a simple majority of the ordinary
shares present, in person or by proxy, and voting at a shareholders meeting, provided that either:
| • |
at least a majority of the shares of the non-controlling shareholders and shareholders that do not have a personal interest in the
approval, which are voted at the meeting, are voted in favor (disregarding abstentions); or |
| • |
the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment,
which are voted against such appointment, does not exceed two percent of the aggregate voting rights in the company. |
We refer to such majority as “Special Majority for Compensation”.
Under special circumstances, the Board of Directors may approve the compensation policy
despite the objection of the shareholders provided that the compensation committee, and then the Board of Directors, decide, on the basis
of detailed grounds and after further discussion of the compensation policy, that approval of the compensation policy, despite the objection
of the meeting of shareholders, is for the benefit of the company.
As described below, our shareholders approved a compensation policy, which was later
amended by our shareholders in May 2022, and in accordance with applicable regulations it may remain in effect for term of five years
from the date we became a public company.
The compensation policy must be based on certain considerations, include certain provisions
and reference certain matters as set forth in the Companies Law.
The compensation policy must serve as the basis for decisions concerning the financial
terms of engagement or employment of the directors and officers, including exculpation, insurance, indemnification, or any monetary payment
or obligation of payment in respect of engagement or employment. The compensation policy must be established and subsequently reevaluated
from time to time according to certain factors, including: the advancement of the company’s objectives, business plan, and long-term
strategy; the creation of appropriate incentives for directors and officers, while considering, among other things, the company’s
risk management policy; the size and the nature of its operations; and with respect to variable compensation, the contribution of the
director and officer towards the achievement of the company’s long-term goals, and the maximization of its profits, all with a long-term
objective and according to the position of the director and officer. The compensation policy must furthermore consider the following additional
factors:
| • |
the education, skills, experience, expertise, and accomplishments of the relevant director or officer; |
| • |
the director’s or officer’s position, responsibilities, and prior compensation agreements with him or her; |
| • |
the ratio between the cost of the terms of employment of an office holder and the cost of employment of other employees of the company,
including employees employed through contractors who provide services to the company, and in particular, the ratio between such cost to
the average and median salary of such employees of the company, as well as the impact of disparities between them on the working relationship
in the company; |
| • |
if the terms of engagement or employment include variable components — the possibility of reducing variable components
at the discretion of the Board of Directors and the possibility of setting a limit on the value of non-cash variable equity-based components;
and |
| • |
if the terms of engagement or employment include severance compensation — the term of engagement or employment of the
director or officer, the terms of his or her compensation during such period, the company’s performance during such period, his
or her individual contribution to the achievement of the company goals and the maximization of its profits, and the circumstances under
which he or she is leaving the company. |
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The compensation policy must also include, among other features:
| • |
with regards to variable components: |
| • |
with the exception of officers who report directly to the chief executive officer, determining the variable components on a long-term
performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of
the compensation package of a director or officer, or the total sum of such components if such sum is not higher than three monthly
salaries per annum, will be awarded based on non-measurable criteria, while taking into account such director’s or officer’s
contribution to the company; and |
| • |
the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment,
or in the case of equity-based compensation, at the time of grant. |
| • |
claw-back provisions under which the director or officer will be required to return to the company, according to terms to be set
forth in the compensation policy, any amounts paid as part of his or her terms of engagement or employment, if such amounts were paid
based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements;
|
| • |
the minimum holding or vesting period of variable equity-based components to be set in the terms of engagement or employment, as
applicable, while taking into consideration long-term incentives; and |
| • |
a limit to retirement grants. |
Our compensation policy
Our compensation policy is designed to promote retention and motivation of directors
and officers, incentivize superior individual excellence, align the interests of our directors and officers with our long-term performance,
and provide a risk management tool. To that end, a portion of a director’s and officer’s compensation package is targeted
to reflect our short and long-term goals, as well as individual performance. On the other hand, our compensation policy includes measures
designed to reduce the director’s and officer’s incentives to take excessive risks that may harm us in the long-term, such
as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation
of a director or officer, and minimum vesting periods for equity-based compensation.
Our compensation policy also addresses our directors’ and officers’ individual
characteristics (such as his or her respective position, education, scope of responsibilities, and contribution to the attainment of our
goals) as the basis for compensation variation among our directors and officers and considers the internal ratios between compensation
of our directors or officers and between directors and officers and other employees. Pursuant to our compensation policy, the compensation
that may be granted to a director or officer may include: base salary, benefits, annual bonuses and other cash bonuses (such as a signing
bonus and special bonuses with respect to any special achievements), equity-based compensation, benefits, and retirement and termination
of service arrangements. All cash bonuses are limited to a maximum amount linked to the officer’s base salary.
An annual cash bonus may be awarded to our officers upon the attainment of pre-set periodic
objectives and individual targets. The annual cash bonus that may be granted to our officers, other than our Chief Executive Officer,
will be based on performance objectives and a discretionary evaluation of the officer’s overall performance by our Chief Executive
Officer and subject to minimum thresholds.
90
The measurable performance objectives of our Chief Executive Officer will be determined
annually by our compensation committee and Board of Directors. A non-material portion of the Chief Executive Officer’s annual cash
bonus may be based on a discretionary evaluation of the Chief Executive Officer’s overall performance by the compensation committee
and the Board of Directors, based on quantitative and qualitative criteria.
The equity-based compensation under our compensation policy is designed in a manner consistent
with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the
alignment between the officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention
and the motivation of our officers in the long term. Our compensation policy provides for officers’ compensation in the form of
share options or other equity- based awards, such as restricted shares and restricted share units, in accordance with our share incentive
plan then in place. All equity-based incentives granted to officers shall be subject to vesting periods in order to promote long-term
retention of the awarded officers. The equity-based compensation shall be granted from time to time and be individually determined and
awarded according to the performance, educational background, prior business experience, qualifications, role, and the personal responsibilities
of the officer.
In addition, our compensation policy contains compensation recovery, or claw-back provisions,
in the event of an accounting restatement, provisions which allow us under certain conditions to recover bonuses, bonus compensation or
performance-based equity compensation paid in excess, and allow us to exculpate, indemnify, and insure our directors and officers to the
maximum extent permitted by Israeli law, subject to certain limitations set forth therein.
Our compensation policy also provides for compensation to the members of our Board of
Directors in accordance with the amounts set forth therein.
Our compensation policy was approved by our shareholders on December 22, 2020, following
the recommendation of the compensation committee and the approval of our audit committee and Board of Directors, and later amended by
our shareholders in May 2022, following the recommendation of our compensation committee and approval of our Board of Directors. Under
the Companies Law, our compensation policy shall remain in effect for a term of five years until February 1, 2026.
Internal auditor
Under the Companies Law, the Board of Directors of a public company must appoint an internal
auditor based on the recommendation of the audit committee. The role of the internal auditor is, among other things, to examine whether
a company’s actions comply with applicable law and orderly business procedure. Under the Companies Law, the internal auditor cannot
be an interested party or a director or officer or a relative of any of the foregoing, nor may the internal auditor be the company’s
independent auditor or its representative. An “interested party” is defined in the Companies Law as: (i) a holder of
5% or more of the issued share capital or voting power in a company, (ii) any person or entity who has the right to appoint one or
more directors or to appoint the chief executive officer of the company, or (iii) any person who serves as a director or as a chief
executive officer of the company. Ms. Simcha Dahan-Nagar serves as our internal auditor.
D. Employees
Crew and shore employees
As of December 31, 2022, we had 141 seagoing staff serving on our vessels (including
105 contract workers), 4,830 full time shore employees and 1,702 contractors, with 827 located in Israel, 521 in the United States, 958
in China and 5,503 across approximately 90 other countries. The following table shows a breakdown of our full-time shore employees by
category of activity as of the dates indicated:
|
Year ended December 31 |
||||||||||||
|
2022 |
2021 |
2020 |
||||||||||
|
Operational, administrative, and other |
3,619 |
3,334 |
2,832 |
|||||||||
|
Sales and marketing |
954 |
868 |
756 |
|||||||||
|
Information technology |
257 |
225 |
206 |
|||||||||
|
Total |
4,830 |
4,427 |
3,794 |
|||||||||
91
Approximately 87% of our employees in Israel work under collective bargaining agreements.
Extension orders issued by the Israeli Ministry of Labor, Welfare and Social Services apply to us and affect matters such as cost of living
adjustments to salaries, number of working hours, recuperation pay, travel expenses, and pension rights. Other than as described in “Risk
factors — Labor shortages or disruptions could have an adverse effect on our business and reputation,” we have not experienced
labor-related work stoppages or strikes in the past three years and believe that our relations with our employees are satisfactory.
With respect to our Israeli employees, Israeli labor laws govern the length of the workday,
minimum wages for employees, procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days,
advance notice of termination of employment, equal opportunity and anti- discrimination laws and other conditions of employment. Subject
to certain exceptions, Israeli law generally requires severance pay upon the retirement, death or dismissal of an employee, and requires
us and our employees to make payments to the National Insurance Institute, which is similar to the U.S. Social Security Administration.
Our employees have pension plans that comply with the applicable Israeli legal requirements and we make monthly contributions to
severance pay funds for all employees. Our collective bargaining agreements provide our Israeli employees with beneficial arrangements
such as a salary which exceeds minimum wage, annual leave and sick days in an amount which also exceeds the statutory rights, and
additional payments which are beneficiary (clothing, certain supplemental payments for shifts, etc.). In addition, since our Israeli employees
are unionized, termination procedures, and any other procedure which affect employees generally require consultation with the workers’
committee.
In addition, certain of our full time Israeli shore employees obligated to perform several days,
and in some cases more, of annual military reserve duty each year until they reach the age qualifying them for an exemption (generally
40 for men who are not officers or do not have specified military professions) and, in the event of a military conflict, may be called
to active duty.
E. Share
ownership
Share Option Plans
We have filed registration statements on Form S‑8 with the SEC, covering all
of the ordinary shares issuable under the Incentive Plan. The following is a description of our Incentive Plan:
2020 Share Incentive Plan
We have adopted the 2020 Share Incentive Plan, or the Incentive Plan. Pursuant to the
Incentive Plan, we may issue ordinary shares or restricted ordinary shares, options to purchase ordinary shares, restricted share units
or any other share-based award, or collectively, the Awards, to certain key employees, officers, directors, consultants and advisors of
the Company and its direct or indirect subsidiaries, or the Participants and the Group, respectively. The Awards to be granted will have
an exercise price equal to the average closing price per ordinary share on the stock exchange in which the ordinary shares are principally
traded over the thirty (30) day calendar period preceding the subject date (unless otherwise determined by the Board of Directors). Unless
otherwise determined by the Board of Directors, 25% of the Awards will vest upon the first anniversary of the vesting commencement date
determined by the Board of Directors and 6.25% of the Awards will vest at the end of each three (3) month period following such first
anniversary, such that 100% of the Awards will vest upon their fourth anniversary of the vesting commencement date, subject to the Participant’s
continued employment or service (as applicable). The vesting of the Awards will automatically accelerate upon the occurrence of certain
Corporate Events, as such term is defined in the Incentive Plan. The exercise of options and (if and to the extent applicable) restricted
share units shall be made by way of a “cashless” exercise, subject, in case of 102 Trustee Awards to a specific IOTA ruling
(to the extent required). The Company may apply in its sole discretion additional procedures and requirements in connection with the exercise
or sale mechanism of Awards by any Participant. The Awards are subject to customary adjustments including in connection with changes in
capitalization, rights offering and distribution of cash dividends. The Awards expire on the tenth anniversary of their date of grant,
subject to early termination and acceleration provisions. Our Board of Directors will have the power to administer the Incentive Plan,
subject to applicable law.
92
The Special State Share
When the State of Israel sold 100% of its interest in us in 2004 to Israel Corporation Ltd.,
we ceased to be a “mixed company” (as defined in the Israeli Government Companies Law, 5735‑1975) and issued a Special
State Share to the State of Israel whose terms were amended as part of the Company’s 2014 debt restructuring. The objectives underlying
the Special State Share are to (i) safeguard our existence as an Israeli company, (ii) ensure our operating ability and transport
capacity so as to enable the State of Israel to effectively access a minimal fleet in a time of emergency or for national security purposes
and (iii) prevent parties hostile to the State of Israel or parties liable to harm the State of Israel’s vital interest in
the Company or its foreign or security interests or its shipping relations with foreign countries, from having influence on our management.
The key terms and conditions of the Special State Share include the following requirements:
| • |
We must be, at all times, a company incorporated and registered in Israel, with our headquarters and principal and registered office
domiciled in Israel. |
| • |
Subject to certain exceptions, we must maintain a minimal fleet of 11 seaworthy vessels that are fully owned by us, either directly
or indirectly through our subsidiaries, at least three of which must be capable of carrying general cargo. Subject to certain exceptions,
any transfer of vessels in violation thereof shall be invalid unless approved in advance by the State of Israel pursuant to the mechanism
set forth in our articles of association. Currently, as a result of waivers received from the State of Israel, we own fewer vessels than
the minimum fleet requirement. |
| • |
At least a majority of the members of our Board of Directors, including the chairperson of the board and our chief executive officer,
must be Israeli citizens. |
| • |
The State of Israel must provide prior written consent for any holding or transfer or issuance of shares that confers possession
of 35% or more of our issued share capital, or that provides control over us, including as a result of a voting agreement. |
| • |
Any transfer of shares that confers its owner with a holding of more than 24% but not more than 35% of our issued share capital will
require an advance notice to the State of Israel which will include full details regarding the proposed transferor and transferee, the percentage
of shares to be held by the transferee after the transfer and relevant details regarding the transaction, including voting agreements
and agreements for the appointment of directors (if any). If the State of Israel shall be of the opinion that the transfer of shares may
possibly harm the security interests of the State of Israel or any of its vital interests or that it has not received the relevant information
for the purpose of reaching its decision, the State of Israel shall be entitled to serve notice, within 30 days, that it objects
to the transfer, giving reason for its objection. In such circumstances, the party requesting the transfer may initiate proceedings in
connection with this matter with the competent court, which will consider and rule on the matter. |
| • |
The State of Israel must consent in writing to any winding-up, merger or spin-off, except for certain mergers with subsidiaries that
would not impact the Special State Share or the minimal fleet. |
| • |
We must provide governance, operational and financial information to the State of Israel similar to information that we provide to
our ordinary shareholders. In addition, we must provide the State of Israel with particular information related to our compliance with
the terms of the Special State share and other information reasonably required to safeguard the State of Israel’s vital interests.
|
| • |
Any amendment, review or cancellation of the rights afforded to the State of Israel by the Special State Share must be approved in
writing by the State of Israel prior to its effectiveness. |
Other than the rights enumerated above, the Special State Share does not grant the State
any voting or equity rights. The full provisions governing the rights of the Special State Share appear in our articles of association.
We report to the State of Israel on an ongoing basis in accordance with the provisions of our articles of association. Certain asset transfer
or sale transactions that in our opinion require approval, have received the approval of the State (either explicitly or implicitly by
not objecting to our request).
93
F. Disclosure of a registrant’s action to recover erroneously
awarded compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS
AND RELATED PARTY TRANSACTIONS
A. Major
shareholders
The following table sets forth information regarding the beneficial ownership of our
ordinary shares as of March 1, 2023, by (i) each person or entity known by us to own beneficially own 5% or more of our outstanding
shares; (ii) each of our directors and executive officers individually; and (iii) all of our executive officers and directors
as a group, based upon the 120,184,098 ordinary shares outstanding as of such date, which represents our entire issued and outstanding
share capital as of such date.
To our knowledge, as of March 1, 2023, we had six shareholders of record in the
United States holding approximately 99.9% of our outstanding ordinary shares. All of our ordinary shares have the same voting rights.
The beneficial ownership of ordinary shares is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes any ordinary shares over which a person exercises sole or shared voting
or investment power, or the right to receive the economic benefit of ownership. For purposes of the table below, we deem shares subject
to options that are currently exercisable or exercisable within 60 days of March 1, 2023, to be outstanding and to be beneficially
owned by the person holding the options for the purposes of computing the percentage ownership of that person but we do not treat
them as outstanding for the purpose of computing the percentage ownership of any other person.
|
Ordinary Shares |
Percentage of |
Percentage of |
|||||||
|
Name of beneficial Owner |
|
Owned
|
|
Ordinary Shares |
|
Special State Share |
|
Special State Share owned
|
|
|
Principal Shareholders |
|||||||||
|
Kenon Holdings Ltd.(1)
|
|
24,843,478 |
|
20.7 |
% |
||||
|
State of Israel(2)
|
|
|
1 |
100 |
% | ||||
|
Executive Officers and Directors |
|
|
|||||||
|
Eli Glickman |
* |
* |
|||||||
|
Xavier Destriau |
* |
* |
|||||||
|
David Arbel |
|
* |
|
* |
|
|
|
|
|
|
Yakov Baruch |
|
* |
|
* |
|
|
|
|
|
|
Eyal Ben-Amram |
|
* |
|
* |
|
|
|
|
|
|
Saar Dotan |
|
* |
|
* |
|
|
|
|
|
|
Dan Hoffmann |
|
* |
|
* |
|
|
|
|
|
|
Noam Nativ |
|
* |
|
* |
|
|
|
|
|
|
Nissim Yochai |
|
* |
|
* |
|
|
|
|
|
|
Assaf Tiran |
* |
|
* |
||||||
|
Hani Kalinski |
* |
|
* |
||||||
|
Yair Seroussi |
|
* |
|
* |
|
|
|
|
|
|
Yair Caspi |
|
* |
|
* |
|
|
|
|
|
|
Nir Epstein |
|
* |
|
* |
|
|
|
|
|
|
Flemming Robert Jacobs |
|
* |
|
* |
|
|
|
|
|
|
Dr. Karsten Karl-Georg Liebing |
|
* |
|
* |
|
|
|
|
|
|
Birger Johannes Meyer-Gloeckner |
|
* |
|
* |
|
|
|
|
|
|
Yoav Moshe Sebba |
|
* |
|
* |
|
|
|
|
|
|
William (Bill) Shaul |
|
* |
|
* |
|
|
|
|
|
|
Liat Tennenholtz |
|
* |
|
* |
|
|
|
|
* Less than 1%.
| (1) |
Based on information provided by such shareholder in its filing on Schedule 13G on January 25, 2023. Kenon Holdings Ltd., or
Kenon, is a publicly traded corporation (NYSE and TASE: KEN). The address for Kenon Holdings Ltd. is 1 Temasek Avenue, #37‑02B
Millenia Tower, Singapore 039192. |
| (2) |
For a description of the different voting rights held by the holder of the Special State Share, see “Item 6.E— Share
ownership - The Special State Share.” |
94
B. Related
party transactions
Our policy is to enter into transactions with related parties on terms that, as a whole,
are no more favorable, or no less favorable, than those available from unaffiliated third parties. Based on our experience in the business
sectors in which we operate and the terms of our transactions with unaffiliated third parties, we believe that all of the transactions
described below met this policy standard at the time they occurred.
Approval of related party transactions
Fiduciary duties of directors and officers
The Companies Law codifies the fiduciary duties that directors and officers owe to a
company.
A director’s or officer’s fiduciary duties consist of a duty of care and
a duty of loyalty. The duty of care requires a director or officer to act with the level of care with which a reasonable director or officer
in the same position would have acted under the same circumstances. The duty of loyalty requires that a director or officer act in good
faith and for the company’s benefit.
The duty of care includes a duty to use reasonable means to obtain:
| • |
information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position;
and |
| • |
all other important information pertaining to these actions. |
The duty of loyalty includes a duty to:
| • |
refrain from any conflict of interest between the performance of his or her duties in the company and his or her personal affairs;
|
| • |
refrain from any activity that is competitive with the business of the company; |
| • |
refrain from exploiting any business opportunity of the company in order to receive a personal gain for himself or herself or others;
and |
| • |
disclose to the company any information or documents relating to the company’s affairs which the director or officer received
as a result of his or her position as a director or officer. |
The company may approve an act specified above that would otherwise constitute a breach
of the director’s or officer’s duty of loyalty, provided that the director or officer acted in good faith, the act or its
approval does not harm the company and the director or officer discloses his or her personal interest a sufficient time in advance of
discussion on the approval of such act, including any material fact or document.
Disclosure of personal interests of a director
or officer and approval of certain transactions
The Companies Law requires that a director or officer promptly disclose to the Board
of Directors any personal interest that he or she may have and all related material information known to him or her concerning any existing
or proposed transaction with the company. Such disclosure must be made promptly and, in any event, no later than the first meeting of
the Board of Directors at which the transaction is considered. A personal interest includes an interest of any person in an act or transaction
of a company, including a personal interest of one’s relative or of a corporate body in which such person or a relative of such
person is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint at least one director
or the general manager, but excluding a personal interest stemming solely from one’s ownership of shares in the company. Except
in certain circumstances, a personal interest includes the personal interest of a person for whom the director or officer holds a voting
proxy or the personal interest of the director or officer with respect to his or her vote on behalf of a person for whom he or she holds
a proxy even if such shareholder has no personal interest in the matter.
95
If it is determined that a director or officer has a personal interest in a non-extraordinary
transaction (meaning any transaction that is in the ordinary course of business, on market terms and is not likely to have a material
impact on the company’s profitability, assets or liabilities), approval by the Board of Directors is required for the transaction,
unless the company’s articles of association provide for a different method of approval. Any such transaction that is not for the
company’s benefit may not be approved by the Board of Directors.
Approval first by the audit committee and subsequently by the Board of Directors is required
for an extraordinary transaction (meaning, any transaction that is either not in the ordinary course of business, not on market terms
or that is likely to have a material impact on the company’s profitability, assets or liabilities) in which a director or officer
has a personal interest.
Notwithstanding the foregoing, approval of compensation (including the grant of exculpation,
indemnification or insurance) of an officer who is not a director requires approval first by the company’s compensation committee,
then by the company’s Board of Directors, and, if such compensation arrangement is in deviation from with the company’s stated
compensation policy or if the officer is the Chief Executive Officer (apart from a number of specific exceptions), then such arrangement
is subject to shareholder approval by the Special Majority for Compensation. Arrangements regarding the compensation of a director require
the approval of the compensation committee, Board of Directors and shareholders by ordinary majority, in that order, and under certain
circumstances, also by the Special Majority for Compensation.
A director or officer who has a personal interest in a transaction which is considered
at a meeting of the Board of Directors or the audit committee generally (unless it is with respect to a transaction which is not an extraordinary
transaction) may not be present at such a meeting or participate in the discussion or voting on that matter, unless a majority of the
directors or members of the audit committee, as applicable, have a personal interest in the matter. If a majority of the members of the
audit committee or the Board of Directors has a personal interest in the approval of such a transaction then all of the directors may
participate in discussions and vote of the audit committee or Board of Directors, as applicable, and, if a majority of the members of
the Board of Directors has a personal interest, shareholder approval is also required (except in the case of specific reliefs).
Disclosure of personal interests of controlling
shareholders and approval of certain transactions
Pursuant to Israeli law, the disclosure requirements regarding personal interests that
apply to directors and officers also apply to a controlling shareholder of a public company. In this context, a controlling shareholder
also includes a shareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the
voting rights in the company. For this purpose, the holdings of all shareholders who have a personal interest in the same transaction
will be aggregated. The approval of the audit committee, the Board of Directors and the shareholders of the company, in that order, is
required for (a) extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal interest,
(b) the engagement with a controlling shareholder or his or her relative, directly or indirectly, for the provision of services to
the company, (c) the terms of engagement and compensation of a controlling shareholder or his or her relative who is not a director
or officer or (d) the employment of a controlling shareholder or his or her relative by the company, other than as a director or
officer. In addition, the shareholder approval must meet one of the following, which we refer to as a Special Majority:
| • |
at least a majority of the shares held by all shareholders who do not have a personal interest in the approval of the transaction
and who are present and voting at the meeting approves the transaction, excluding abstentions; or |
| • |
the shares voted against the transaction by shareholders who have no personal interest in the transaction and who are present and
voting at the meeting do not exceed 2% of the voting rights in the company. |
To the extent that any such transaction with a controlling shareholder is for a period
extending beyond three years, approval is required once every three years, unless, with respect to certain transactions, the
audit committee determines that the duration of the transaction is reasonable given the circumstances related thereto. The audit committee
is also empowered to determine whether a transaction with a controlling shareholder is extraordinary, to establish criteria in advance
for determining whether certain types of transactions are extraordinary and to set policies governing the process for entering into transactions
with controlling shareholders.
96
Arrangements regarding the compensation, exculpation, indemnification or insurance of
a controlling shareholder in his or her capacity as a director or officer require the approval of the compensation committee, Board of
Directors and shareholders by a Special Majority.
Pursuant to regulations promulgated under the Companies Law, certain transactions with
a controlling shareholder or his or her relative, or with directors, that would otherwise require approval of a company’s shareholders
may be exempt from shareholder approval upon certain determinations of the audit committee (and in certain instances, the compensation
committee) and Board of Directors.
Shareholder duties
Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a
customary manner toward the company and other shareholders and to refrain from abusing his or her power with respect to the company, including,
among other things, in voting at a general meeting and at shareholder class meetings with respect to the following matters:
| • |
an amendment to the company’s articles of association; |
| • |
an increase of the company’s authorized share capital; |
| • |
a merger; or |
| • |
interested party transactions that require shareholder approval. |
In addition, a shareholder has a general duty to refrain from discriminating against
other shareholders.
Furthermore, certain shareholders have a duty of fairness toward the company. These shareholders
include any controlling shareholder, any shareholder who knows that it has the power to determine the outcome of a shareholder vote and
any shareholder who has the power to appoint or to prevent the appointment of a director or officer of the company or exercise any other
rights available to it under the company’s articles of association with respect to the company. The Companies Law does not define
the substance of this duty of fairness, except to state that the remedies generally available upon a breach of contract will also apply
in the event of a breach of the duty of fairness.
Vessels chartered-in from interested and related parties
We have been chartering in vessels from corporations affiliated with Kenon and/or its
controlling shareholders. All such charters were approved as non-extraordinary transactions within the meaning of such term in the Companies
Law (i.e., transactions conducted in the ordinary course of business, on market terms and which do not have a material impact on our assets,
liabilities or profits). The aggregate amount paid in connection with these charters during the years ended December 31, 2022, 2021 and
2020 was $67.4 million, $70.8 million and $28.0 million, respectively. For information on the long term charter of three 7,000 TEU
LNG dual fuel vessels from a company affiliated to Kenon, please see “Item 4.B – Business – Our vessels – Strategic
charter agreements”.
We have been chartering in vessels from corporations affiliated with the Conti Group.
Birger Johannes Meyer-Gloeckner, who serves as a director on our Board of Directors, also serves as a Senior Executive Manager of the
Conti Group. All such charters that were approved following the appointment of Mr. Meyer- Gloeckner to our Board of Directors, were approved
as non-extraordinary transactions within the meaning of this term in the Companies Law. The aggregate amount paid in connection with these
charters during the year ended December 31, 2022, 2021 and 2020 was $36.8 million, $19.3 million and $18.1 million, respectively.
We have been chartering in vessels from, engaging in certain commercial management services
(including vessel management services) with, and providing operating services to, corporations affiliated with Hammonia Reederei GmbH
Co. KG, or Hammonia. Dr. Karsten Karl-Georg Liebing, who serves as a director on our Board of Directors, holds a minority interests
in, and serves as one of the managing directors of, Hammonia. All such engagements that were approved following the appointment of Dr. Liebing
to our Board of Directors, were approved as non-extraordinary transactions within the meaning of this term in the Companies Law. The aggregate
amount paid in connection with these charters and vessel management services during the years ended December 31, 2022, 2021 and 2020 was
$16.1 million, $0.1 million and $6.5 million.
97
Internal Procedure for the Approval of Non-Extraordinary Transactions
for the Charter of Vessels
Pursuant to the Companies Law, Extraordinary Transactions (as defined below) of a public
company with its controlling shareholder or with another person in which the controlling shareholder has a personal interest require a
special set of approvals, including by the public company’s shareholders by a special majority, while non-Extraordinary Transactions
with such parties require approval by the audit committee and Board of Directors. On November 29, 2020 our Board of Directors approved,
following the approval of our audit committee on November 27, 2020, an internal procedure, or the Procedure, which sets forth guidelines
for the approval of the chartering of vessels from Kenon or any other person in which Kenon has a personal interest (each shall be referred
to herein as a “Related Party”) as non-Extraordinary Transactions for so long as Kenon is a Controlling Shareholder of the
Company.
Although the definition of a “Controlling Shareholder” for this purpose in
the Companies Law discusses a holding of 25% or more of the voting rights in a company if there is no other person who holds more than
50% of the voting rights in such company, our audit committee and Board of Directors voluntarily broadened the definition of a “Controlling
Shareholder”, for purposes of the Procedure, to include a holding of 20% or more of the voting rights in the Company if there is
no other person who holds more than 50% of the voting rights in the Company, as detailed below.
Accordingly, if Kenon holds more than 20% of the voting rights in the Company and no
other person holds more than 50% of the voting rights in the Company, Kenon shall be deemed to be a Controlling Shareholder for purposes
of the Procedure and the Procedure shall apply to determine whether certain charter transactions between the Company and Kenon or any
Related Party may be approved by the audit committee and Board of Directors as non-Extraordinary Transactions.
For the purpose of the Procedure, the following definitions shall carry the respective
meanings set forth below:
“Controlling Shareholder” — a Holder of Control, including a person
who Holds 20% or more of the voting in the Company’s general meeting, assuming there is no other person who Holds more than 50%
of the voting rights in the Company. For the purpose of “Holding”, two or more persons, who Hold voting rights in the Company
and each of which has a Personal Interest in the approval of the Transaction being brought for the approval of the Company, shall be considered
to be joint holders.
“Control” — means the ability to direct the Company, or the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of an entity through ownership, by contract,
or otherwise, excluding an ability derived merely from serving as a director or in another office in the Company, and a person shall be
presumed to control the Company if such person holds 50% or more of a certain type of means of control of the Company.
“Holdings” — with regard to securities or voting powers, etc.,
means either separately or jointly, directly or indirectly, through a trustee, trust company, nominee company or in any other manner;
with regard to holding or an acquisition by a company, such term also includes holdings by a subsidiary or an affiliate company; and with
regard to holdings or an acquisition by an individual, such individual and family members who reside with that individual, or if the main
source of income of such individual and/or family member(s) is dependent on the other, such persons shall be considered as one person.
“Extraordinary Transaction” — means a Transaction meeting at least
one of the following characteristics: (i) not in the ordinary course of the Company’s business; (ii) not on market terms;
or (iii) likely to have a material impact on the Company’s assets, liabilities or profits.
The following are the parameters for the classification of charter transactions from
Related Parties as non-Extraordinary Transactions:
| 1. |
The audit committee and the Board of Directors have determined that chartering of vessels is conducted in the ordinary course of
the Company’s business and in the shipping industry as a whole. |
| 2. |
The contemplated charter must be compatible with the Company’s operational and business needs (including age, size, technical
specifications, original designation, charter period, etc.), all in the Company’s sole discretion, given the Company’s work
and strategic plans. |
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| 3. |
The cumulative number of vessels that are chartered in from the Related Parties shall not exceed: |
| 4. |
in the event the total fleet of the Company (either owned vessels or chartered vessels) consists of 100 vessels or less, the lower
of (i) 20 vessels or (ii) 25% of the total fleet; and (B) in the event the total fleet of the Company (either owned vessels
or chartered vessels) consists of more than 100 vessels, 25% of the total fleet. |
| 5. |
The scope of the contemplated charter from the Related Party at the date of approval of the said charter must meet the following
cumulative parameters: |
| • |
The total charter obligations of the Company from the relevant charter transaction with the Related Party divided by the Company’s
total charter obligations from all vessels chartered by the Company, including the charter proposed to be approved with the Related Party,
shall not exceed 5%. For the purpose of this parameter, the last contractually agreed upon charter periods, including any option periods,
shall be taken into account in the calculation of the charter costs. |
| • |
The total charter obligations of the Company from all vessels chartered from the Related Party (including the contemplated charter)
divided by the Company’s total charter obligations from all vessels chartered by the Company (including from Related Parties) shall
not exceed 22%. For the purpose of this parameter, the last contractually agreed upon charter periods, including any option periods, shall
be taken into account in the calculation of the charter costs. |
| 6. |
Charters from the Related Parties shall be made on market terms, which shall be determined based on relevant market data concerning
the most recent charter transactions in the market of similar nature, and on the experience and expertise of the members of the audit
committee and the Board. In the determination of similar charters, the audit committee and Board of Directors will take into account the
use of vessels as similar as possible to the vessel involved in the contemplated charter, and relevant parameters including: age, size,
technical specifications, charter speed, fuel consumption, etc., all subject to necessary adjustments. |
| 7. |
The audit committee will review the Procedure on an annual basis in order to confirm the parameters detailed therein comply with
the classifications of the charters of vessels from Related Parties as non-Extraordinary Transactions. |
Transportation of containers
We provide services for the transportation of containers to ICL Group and the Oil Refineries Ltd.
(Bazan) Group, which are corporations affiliated with Kenon and/or its controlling shareholder. All such services were approved as non-extraordinary
transactions within the meaning of this term in the Companies Law and in the aggregate constitute less than 0.5% of our revenues during
the year ended December 31, 2022.
On December 22, 2020, our shareholders approved, following the approval of our audit
committee and Board of Directors, the terms of engagement with corporations within the ICL Group and the Oil Refineries Ltd. (Bazan)
Group for the provision of services for the transportation of containers, which will be in effect until February 1, 2026.
The following terms of engagement shall apply only to the extent Kenon is deemed to be
a controlling shareholder of us. It is noted that pursuant to the Companies Law, a “controlling shareholder” for the purpose
of approving related party transactions also includes a person holding 25% of a company’s voting rights, if no other person holds
more than 50% of said company’s voting rights. For the sake of caution, the Board of Directors determined, following the approval
of the audit committee, that Kenon shall be deemed a controlling shareholder for the purpose such engagements, if Kenon holds 20% or more
of the voting rights in us and no other shareholder will hold more than 50% of the voting rights. The following are the said terms for
engagement:
| • |
The services to be provided by us may include transportation of containers services, including related land transportation, custom
clearance, demurrage and detention services; |
| • |
Each engagement shall reflect, upon the date of the engagement, based on a reasonable best estimate of us, at minimum, either (i) a
positive net operating revenue, or (ii) a positive return on variable costs for us; |
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| • |
All the transactions entered into during a specific calendar year, on an aggregate basis, will result in a net profit to us;
|
| • |
The maximum payment for all such services shall not exceed $20 million per year, while a deviation of up to $5 million between
the years shall not be considered as a breach of this condition. In any event, the overall payment during the 5‑year term of
the resolution will not exceed $100 million; |
| • |
The specific transactions entered into by us in accordance with this resolution will be reviewed by the audit committee on a semi-annual
basis, which will supervise the implementation of this resolution as well as analyze the actual profitability of us from these transactions
on an annual basis and will have the authority to instruct the cessation of such engagements or propose amendments to this resolution
to our shareholders. |
Other shipping related services
We provide from time to time certain services to corporations affiliated with Kenon and/or
its controlling shareholders, including among other things, certain insurance agency services provided by our subsidiary, Ramon-Granit
Insurance Agency (1994) Ltd., container, repair, maintenance and sale services via our wholly- owned subsidiary, Gal Marine Ltd.,
certain port services (including husbanding services) to the XT Group in Sri Lanka via our agency located in Sri Lanka and certain electronic
equipment, via our wholly-owned subsidiary, Alhoutyam Ltd. In addition, we receive certain land-based transport services from Israel
Railways Ltd., who works with four logistics vendors, one of which was ICL. We worked with all four of these vendors, allocating
our containers between the vendors based on their commissions and the quantities allocated to us. All the above-mentioned transactions
were approved as non-extraordinary transactions within the meaning of this term in the Companies Law. In the aggregate, the above-mentioned
services received constitute less than 0.1% of our revenues and our operating expenses, during the year ended December 31, 2022.
Transactions with Matrix IT Ltd.
We have engaged for several years and continue to engage from time to time and in the
ordinary course of business in transactions with Matrix IT Ltd. and its subsidiaries, or Matrix, for the receipt of various IT services,
including purchase of computer hardware equipment, IT manpower services, software purchase and maintenance services from Matrix and/or
parties who work with Matrix as their vendor. We additionally engage, from time to time and on an ad-hoc basis, in specific engagements
with Matrix for the receipt of IT related services for one-off, special projects. One of our directors, Ms. Liat Tennenholtz, who was
appointed in May 2021 is a senior officer in Matrix, making such transactions from the date of her appointment related party transactions
under the Companies Law. All such transactions are not considered by us to be material and are approved in accordance with the Companies
Law and our internal procedures. In the aggregate, the above-mentioned services received constitute less than 0.5% of our revenues and
our operating expenses, during the year ended December 31, 2022.
Other immaterial transactions in the ordinary course of business
We engage, from time to time, in the ordinary course of business, in various transactions
with related parties (including Kenon), such as engagements with IT service providers, various suppliers, sale of products and services,
etc. These transactions are not considered by us to be material, and they are viewed by us as within the ordinary course of business and
are made on market terms. These transactions are approved in accordance with the Companies Law and our internal procedures.
Relationship with Kenon Holdings Ltd.
Kenon beneficially owns approximately 20.7% of our outstanding ordinary shares and voting
power. Prior to March 2022, Kenon’s ownership of our shares exceeded 24% of our share and voting capital, and as such, was subject
to the terms and conditions of the Special State Share, which limited Kenon’s ability to transfer its equity interest in us to third
parties. The holder of our Special State Share granted a permit, or the Permit, to Kenon and Mr. Idan Ofer, individually and collectively
referred to in this paragraph as a “Permitted Holder” of our ordinary shares. Pursuant to the terms of the Permit, the Permitted
Holders may hold 24% or more of the means of control of us (but no more than 35% of the means of control of us), and only to the extent
that this does not grant the Permitted Holders control in us. The Permit further stipulates that it does not limit the Permitted Holder
from distributing or transferring our shares. However, the terms of the Permit provide that the transfer of the means of control of us
is limited in instances where the recipient is required to obtain the consent of the holder of our Special State Share, or is required
to notify the holder of our Special State Share of its holding of our ordinary shares pursuant to the terms of the Special State Share,
unless such consent was obtained by the recipient or the State of Israel did not object to the notice provided by the recipient. In addition,
the terms of the Permit provide that, if Idan Ofer’s holding interest in Kenon, directly or indirectly, falls below 36% or if Idan
Ofer ceases to be the sole controlling shareholder of Kenon, then the shares held by Kenon will not grant Kenon any right in respect of
its ordinary shares that would otherwise be granted to an ordinary shareholder holding more than 24% of our ordinary shares (even if Kenon
holds a greater percentage of our ordinary shares), until or unless the State of Israel provides its consent, or does not object
to, such decrease in holding interest or control in Kenon. “Control”, for the purposes of the Permit, shall bear the meaning
ascribed to it in the Permit with respect to certain provisions. Additionally, the State of Israel is entitled to revoke Kenon’s
permit if there was a material change in the facts upon which the State of Israel’s consent was based, or upon a breach of the provisions
of the Special State Share by Kenon, Mr. Ofer, or us. According to the Permit, the obligations of the Permitted Holder under the
Permit apply only for as long as the Permitted Holder holds more than 24% of our shares. Currently Permit Holder holds less than 24%.
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Pursuant to an agreement between us and Israel Corporation Ltd, which was later assigned
to Kenon, we have undertaken to provide Kenon with information rights regarding, among other things, information in connection with annual
and quarterly financial statements, periodic reports and immediate reports, information required in the course of preparing and filing
of public offerings of any kind and other corporate filings. Such information rights are transferrable under certain circumstances.
Registration rights
Substantially all of our pre-IPO shareholders are party to a Registration Rights Agreement.
Pursuant to this agreement, the shareholders party thereto are entitled, until the tenth anniversary of the date of our initial public
offering, to request that we register their ordinary shares under the Securities Act, subject to cutback for marketing reasons and certain
other conditions. Certain of our shareholders have exercised their Registration Rights in a secondary offering of our ordinary shares
which closed in June 2021. In addition, these holders are also entitled to “piggyback” registration rights, which are also
subject to cutback for marketing reasons and certain other conditions.
Rights of appointment
Our current Board of Directors consists of nine directors. Currently-serving directors
will continue to serve pursuant to their appointment until the next annual meeting of shareholders, unless their office is earlier vacated
upon removal by a majority vote of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and
our articles of association. We are not a party to, and are not aware of, any voting agreements among our shareholders.
Agreements with directors and officers
Employment agreements. We have entered into written
employment agreements with each of our officers. See “Item 6.B Compensation — Employment agreements with executive
officers.”
Former Chairman’s compensation. The compensation
previously paid to Mr. Aharon Fogel for his service as the chairman of our Board of Directors consisted of a monthly fee of
NIS 175,120 plus VAT (approximately $50,000) which includes the grossed up amount of the value of the car used by Mr. Fogel, as well
as reimbursement for all reasonable office expenses, as customary in the Company. The above compensation was recommended by our compensation
committee and approved by our audit committee, Board of Directors and shareholders. Following the notification of Mr. Aharon Fogel
of his retirement as a director and as chairman effective as of October 5, 2020, our compensation committee, audit committee, Board
of Directors and the general meeting of our shareholders recommended and approved the payment of a retirement grant to Mr. Fogel
in the amount of NIS 700,000 (approximately $203,000), equivalent to the cost of Mr. Fogel’s services to the Company for a
four-month period, as well as VAT, to the extent applicable.
Current Chairman’s compensation. The compensation
paid to Mr. Yair Seroussi for his service as the chairman of our Board of Directors consists of a monthly fee of NIS 163,400
plus VAT (approximately $50,000) which includes the grossed up amount of the value of the car used by Mr. Seroussi, as well as reimbursement
for all reasonable office expenses, as customary in the Company. The term of our chairman services agreement with Mr. Seroussi is
for a period of three years, subject to his re-election by the general meeting of shareholders as required by applicable law and
our articles, or until terminated earlier in accordance with the provisions of the chairman services agreement. Mr. Seroussi is further
entitled to a notice period of 90 days. The above compensation was recommended by our compensation committee and approved by our
audit committee, Board of Directors and shareholders. In addition, on February 22, 2022 and March 9, 2022, our compensation committee
and board of directors respectively approved, and on May 2, 2022, our shareholders’ meeting approved, the amendment of our compensation
policy and the grant of 26,918 options to Mr. Seroussi, exercisable for 26,918 of our ordinary shares (subject to adjustments) under our
Incentive Plan, with a total fair market value (using a Black-Scholes valuation) equivalent to $800,000, which shall vest in four
equal annual instalments of 25%, and be exercisable for a term of five years. The options shall also be subject to automatic acceleration
under certain Corporate Events, as such term is defined in the Incentive Plan, and all remaining terms of the Options are in accordance
with the Incentive Plan, which includes conditions with respect to, among other things, adjustments, assumption and termination of engagement.
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Directors’ compensation. Our directors
(other than our Chairman) receive an annual fee in the amount of $100,000 as well as payment per participation in meetings of the Board
of Directors and its committees in the amount of $2,000 per meeting. Such amount is subject to VAT payment to the extent applicable. The
participation fee for meetings held without actual convening of the directors is reduced by 50% and for meetings held via media communications
by 40%. The directors are also entitled to reimbursement for reasonable expenses incurred as part their service as our directors, including,
among other things, travel expenses, allowance for daily living expenses, and air travel business expenses. In addition, on February 22,
2022 and March 9, 2022, our compensation committee and board of directors approved, and on May 2, 2022 our shareholders’ meeting
approved, the amendment of our compensation policy and the grant of 13,459 options to each member of our board (other than our Chairman)
exercisable for 13,459 our ordinary shares (subject to adjustments) under our Incentive Plan, with a fair market value (using a Black-Scholes
valuation) equivalent to $3.2 million in the aggregate, which shall vest in four equal annual instalments of 25%, and be exercisable for
a term of five years. The options shall also be subject to automatic acceleration under certain Corporate Events, as such term is defined
in the Incentive Plan, and all remaining terms of the Options are in accordance with the Incentive Plan, which includes conditions with
respect to, among other things, adjustments, assumption and termination of engagement.
See also - “Item 6B. “Compensation - Compensation of Officers and Directors
- Reservation of Ordinary Shares (Pool), Option Grants and IPO Grants”.
Exculpation, indemnification and insurance. We
have entered into agreements with our directors and officers, exculpating them from a breach of their duty of care to us to the fullest
extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law (subject to certain exceptions), including
with respect to liabilities resulting from our initial public offering to the extent that these liabilities are not covered by insurance.
We have also entered into certain directors’ and officers’ liability insurance policies.
For further information regarding the compensation arrangements with our directors and
officers, see “Item 6.B Compensation—Compensation of officers and directors,” “Compensation—Employment
and consulting agreements with executive officers” and Item 6.E “Share ownership—Share option plans.”
C. Interests
of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL
INFORMATION
A. Consolidated
statements and other financial information
Financial statements
See “Item 18. Financial Statements,” which contains our audited financial
statements prepared in accordance with IFRS.
Legal proceedings
From time to time, we are involved in disputes that arise in the ordinary course of our
business. Any claims against us, whether meritorious or not, can be time consuming, result in costly litigation, require significant management
time and result in the diversion of significant operational resources.
102
We are also from time to time subject to a number of judicial and administrative proceedings
in court systems, including competition claims, class action applications and other proceedings, which we believe are incidental to business
operations in the industry in which we operate. We recognize provisions for legal proceedings in our financial statements, in accordance
with accounting rules, when we are advised by counsel that (1) it is more likely than not that an outflow of resources will be required
to settle the obligation; and (2) a reliable estimate can be made of the amount of the obligation. The assessment of the likelihood
of loss includes analysis by legal counsel of available evidence, the hierarchy of laws, available case law, recent court rulings and
their relevance in the legal system. Our provisions for more likely than not losses arising from these matters are estimated and periodically
adjusted by management. In making these adjustments our management relies on the opinions of our external legal advisors. However, developments
and/or resolutions in some of such matters, including through either negotiations or litigation, are subject to a high level of uncertainty
that cannot be reliably quantified. If one or more cases were to result in a judgment against us in any reporting period for amounts that
exceeded our management’s expectations, the impact on our results of operations or financial condition for that reporting period
could be material.
For further information on this and certain other legal proceedings, see Note 27
to our audited consolidated financial statements included elsewhere in this Annual Report.
Dividends and dividend policy
Our Board of Directors has adopted a dividend policy, which was recently amended in August
2022, to distribute a dividend to our shareholders on a quarterly basis at a rate of approximately 30% of the net quarterly income of
each of the first three fiscal quarters of the year, while the cumulative annual dividend amount to be distributed by the Company (including
the interim dividends paid during the first three fiscal quarters of the year) will total 30-50% of the annual net income, and provided
that such distribution would not be detrimental to our cash needs or to any plans approved by our Board of Directors. Any dividends must
be declared by our Board of Directors, which will take into account various factors including, inter alia, our profits, our investment
plan, our financial position, the progress relating to our strategy plan, the conditions prevailing in the market and additional factors
it deems appropriate. While we initially intend to distribute 30- 50% of our annual net income, the actual payout ratio could be anywhere
from 0% to 50% of our net income, and may fluctuate depending on our cash flow needs and such other factors. There can be no assurance
that dividends will be declared in accordance with our Board’s policy or at all, and our Board of Directors may decide, in its absolute
discretion, at any time and for any reason, not to pay dividends, to reduce the amount of dividends paid, to pay dividends on an ad hoc
basis or to take other actions, which could include share buybacks, instead of or in addition to the declaration of dividends. For example,
our Board may determine that our cash needs for debt service, capital expenditures or operations may increase and that it would not be
prudent to distribute dividends. Accordingly, we expect that the amount of any cash dividends we distribute will vary between distributions,
and you should not expect that any particular amount will be distributed by us as dividends at any time, even if we have previously made
dividend payments in such amount. We have not adopted a separate written dividend policy to reflect our Board’s policy.
Our ability to pay dividends may be subject to limitations under any future indebtedness
we may incur. In addition, the distribution of dividends is limited by Israeli law, which permits the distribution of dividends only out
of distributable profits and only if there is no reasonable concern that such distribution will prevent us from meeting our existing and
future obligations when they become due. See below. Generally, dividends paid by an Israeli company are subject to an Israeli withholding
tax, except for dividends paid to an Israeli company. For a discussion of certain tax considerations affecting dividend payments, see
“Item 10.E -Taxation.” Any dividends declared on our ordinary shares will be declared and paid in U.S. dollars.
Dividend and liquidation rights
We have declared, and may declare in the future, a dividend to be paid to the holders
of our ordinary shares in proportion to their respective shareholdings. In accordance with the Companies Law and our articles of association,
dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company.
Pursuant to the Companies Law, the distribution amount is limited to the greater of retained
earnings or earnings generated over the previous two years, according to our then last reviewed or audited financial statements,
provided that the date of the financial statements is not more than six months prior to the date of the distribution, or we may distribute
dividends that do not meet such criteria with court approval. In each case, we are only permitted to distribute a dividend if our Board
of Directors and the court, if applicable, determines that there is no reasonable concern that payment of the dividend will prevent us
from satisfying our existing and foreseeable obligations as they become due.
In the event of our liquidation, after satisfaction of liabilities to creditors, our
assets will be distributed to the holders of our ordinary shares in proportion to their shareholdings. This right, as well as the right
to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares
with preferential rights that may be authorized in the future.
103
B. Significant
changes
Except as disclosed elsewhere in this Annual Report, there have been no other significant
changes since December 31, 2022.
ITEM 9. THE OFFER AND LISTING
A. Offering
and listing details
Not applicable.
B. Plan
of distribution
Not applicable.
C. Markets
Our ordinary shares have been listed on the New York Stock Exchange under the symbol
“ZIM” since January 28, 2021.
D. Selling
shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses
of the issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share
capital
Not applicable.
B. Memorandum
of association and by-laws
A copy of our Articles of Association is attached as Exhibit 1.1 to this Annual Report.
The information called for by this Item is set forth in Exhibit 2.1 to this Annual Report.
C. Material
contracts
Not applicable.
D. Exchange
controls
There are currently no Israeli currency control restrictions on the import or export
of capital or the remittances of dividends on our Ordinary Shares, proceeds from the sale of the shares or interest or other payments
to non-residents of Israel, except for shareholders who are subjects of countries that are, or have been, in a state of war with Israel.
E. Taxation
The following description is not intended to constitute a complete analysis of all tax
consequences relating to the acquisition, ownership and disposition of our ordinary shares. You should consult your own tax advisor concerning
the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any state, local,
foreign or other taxing jurisdiction.
104
Israeli tax considerations
The following is a brief summary of the material Israeli tax laws applicable to us. This
summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal
investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of such investors include
residents of Israel or traders in securities who are subject to special tax regimes not covered in this discussion. To the extent that
the discussion is based on new tax legislation that has not yet been subject to judicial or administrative interpretation, we cannot assure
you that the appropriate tax authorities or the courts will accept the views expressed in this discussion. The discussion below is subject
to change, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations of Israeli
law, possibly with a retroactive effect, which change could affect the tax consequences described below.
General corporate tax in Israel
Israeli companies are generally subject to corporate tax. The current corporate tax rate
is 23%. Capital gains derived by an Israeli company are generally subject to the prevailing corporate tax rate.
Taxation of our shareholders
Capital Gains Taxes Applicable to Non-Israeli Resident
Shareholders. Capital gain tax is imposed on the disposition of capital assets by a non-Israeli resident if those assets (i) are
located in Israel; (ii) are shares or a right to a share in an Israeli resident corporation, (iii) represent, directly or indirectly,
rights to assets located in Israel, or (iv) are a right in a foreign resident corporation, which in its essence is the owner of a
direct or indirect right to property located in Israel (with respect to the portion of the gain attributed to the property located in
Israel), unless a tax treaty between Israel and the seller’s country of residence provides otherwise. The Israeli tax law distinguishes
between “Real Capital Gain” and the “Inflationary Surplus.” Real Capital Gain is the excess of the total capital
gain over Inflationary Surplus, which is computed generally on the basis of the increase in the Israeli Consumer Price Index or, in certain
circumstances, a foreign currency exchange rate, between the date of purchase and the date of disposition. Inflationary Surplus is not
subject to tax in Israel under certain conditions. Generally, Real Capital Gain accrued by individuals on the sale of our ordinary shares
will be taxed at the rate of 25%. However, if the individual shareholder is a “substantial shareholder” at the time of sale
or at any time during the preceding 12 months period, such gain will be taxed at the rate of 30%. A “substantial shareholder”
is generally a person who alone or together with such person’s relative or another person who collaborates with such person on a
permanent basis, holds, directly or indirectly, at least 10% of any of the “Means of control” of the corporation. “Means
of control” generally include the right to vote, receive profits, nominate a director or an executive officer, receive assets upon
liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source of such right. Real Capital Gain
derived by corporations will be generally subject to a corporate tax rate of 23% (in 2023).
A non-Israeli resident who derives capital gains from the sale of shares in an Israeli
resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel will generally be
exempt from Israeli tax, provided that, among other conditions, (i) the shares were not held through a permanent establishment that
the non-resident maintains in Israel; (ii) the shares were not acquired from a relative, and (iii) the capital gain did not
derive from sale of shares of a company, which on the date of their purchase and during a two-years period prior to their sale, the main
value of the assets held by such company, whether directly or indirectly, results from (a) rights in real estate or in a real estate
association (as defined in the Income Tax Ordinance (New Version), 1961); (b) rights to use real estate or any asset attached to
land; (c) rights to exploit natural resources in Israel; or (d) rights to produce from land in Israel. However, non-Israeli
corporations will not be entitled to the foregoing exemption if Israeli residents:
| (i) |
have a controlling interest of more than 25% in any of the means of control of such non-Israeli corporation or (ii) are the
beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly.
Such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be a business
income. |
105
Additionally, a sale of securities by a non-Israeli resident may be exempt from Israeli
capital gains tax under the provisions of an applicable tax treaty. For example, under the United States-Israel Tax Treaty, the sale,
exchange or disposition of shares by a shareholder who (i) is a U.S. resident (for purposes of the treaty), (ii) holds the shares
as a capital asset, and (iii) is entitled to claim the benefits afforded to such person by the treaty, is generally exempt from Israeli
capital gains tax. Such exemption will not apply if: (i) the capital gain arising from such sale, exchange or disposition can be
attributed to a permanent establishment in Israel; (ii) the shareholder holds, directly or indirectly, shares representing 10% or
more of the voting capital during any part of the 12‑month period preceding the disposition, subject to certain conditions; (iii) such
U.S. resident is an individual and was present in Israel for 183 days or more during the relevant taxable year; (iv) the
capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; or (v) the capital gain
arising from such sale, exchange or disposition is attributed to royalties. In such case, the sale, exchange or disposition of our ordinary
shares would be subject to Israeli tax, to the extent applicable; however, under the United States-Israel Tax Treaty, the taxpayer should
be permitted to claim a credit for such taxes against the U.S. federal income tax imposed with respect to such sale, exchange or disposition,
subject to the limitations under U.S. law applicable to foreign tax credits. The United States- Israel Tax Treaty does not relate to U.S.
state or local taxes.
In some instances where our shareholders may be liable for Israeli tax on the sale of
their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source.
Shareholders may be required to demonstrate that they are exempt from tax on their capital
gains in order to avoid withholding at source at the time of sale.
Taxation of non-Israeli shareholders on receipt of dividends.
Non-Israeli residents are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate
of 25%, unless relief is provided in a treaty between Israel and the shareholder’s country of residence. With respect to a person
who is a “substantial shareholder” at the time of receiving the dividend or at any time during the preceding 12 months,
the applicable tax rate is 30%. Dividends paid on publicly traded shares, like our ordinary shares, to non-Israeli residents are generally
subject to Israeli withholding tax at a rate of 25%, unless a different rate is provided under an applicable tax treaty, provided that
a certificate from the Israeli Tax Authority allowing for a reduced withholding tax rate is obtained in advance. Under the United States-Israel
Tax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. resident
(for purposes of the United States-Israel Tax Treaty) is 25%. However, generally, the maximum rate of withholding tax on dividends that
are paid to a United States corporation holding 10% or more of our outstanding voting capital throughout the tax year in which the
dividend is distributed as well as during the previous tax year, is 12.5%, provided that not more than 25% of the gross income for
such preceding year consists of certain types of dividends and interest.
Excess Tax. Individuals who are subject to tax
in Israel are also subject to an additional tax at a rate of 3% as of 2019 on annual income exceeding a certain threshold (NIS 698,280
for 2023, linked to the annual change in the Israeli Consumer Price Index), including, but not limited to income derived from, dividends,
interest and capital gains.
Estate and gift tax. Israeli law presently does
not impose estate or gift taxes.
U.S. federal income taxation
The following is a description of the material U.S. federal income tax consequences to
U.S. Holders and Non-U.S. Holders (each defined below, and together, “Holders”) described below of owning and disposing of
our ordinary shares, but it does not purport to be a comprehensive description of all tax considerations that may be relevant to a particular
person’s decision to hold our ordinary shares. This discussion applies only to a Holder that holds our ordinary shares as capital
assets for tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light of the Holder’s
particular circumstances, including alternative minimum tax consequences, the potential application of the provisions of the Internal
Revenue Code of 1986, as amended (the “Code”), known as the Medicare contribution tax, and tax consequences applicable to
Holders subject to special rules, such as:
| • |
certain financial institutions; |
| • |
dealers or traders in securities who use a mark-to-market method of tax accounting; |
106
| • |
persons holding our ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction,
or persons entering into a constructive sale with respect to |
| • |
our ordinary shares; |
| • |
persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; |
| • |
entities classified as partnerships for U.S. federal income tax purposes; |
| • |
tax-exempt entities, including “individual retirement accounts” and “Roth IRAs”; |
| • |
persons that own or are deemed to own 10% or more of our voting stock or of the total value of our stock; |
| • |
persons who acquired our ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation; or
|
| • |
persons holding shares in connection with a trade or business conducted outside of the United States. |
If an entity that is classified as a partnership for U.S. federal income tax purposes
holds our ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the
activities of the partnership. Partnerships holding our ordinary shares and partners in such partnerships should consult their tax advisers
as to the particular U.S. federal income tax consequences of holding and disposing of our ordinary shares.
U.S. Holders
This discussion is based on the Code, administrative pronouncements, judicial decisions,
and final, temporary and proposed Treasury regulations, and the income tax treaty between the United States and Israel, or the Treaty,
all as of the date hereof, any of which is subject to change, possibly with retroactive effect.
A “U.S. Holder” is a person that is eligible for the benefits of the Treaty
and is, for U.S. federal income tax purposes, is a beneficial owner of ordinary shares and is:
| • |
a citizen or individual resident of the United States; |
| • |
a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state
therein or the District of Columbia; or |
| • |
an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. |
Treasury regulations may in some circumstances prohibit a U.S. person from claiming a
foreign tax credit with respect to certain non-U.S. taxes that are not creditable under applicable income tax treaties. Accordingly, U.S.
investors that are not eligible for Treaty benefits should consult their tax advisers regarding the creditability or deductibility of
any Israeli taxes imposed on them. This discussion does not apply to investors in this special situation. U.S. Holders should consult
their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of our ordinary shares
in their particular circumstances.
This discussion assumes that we are not, and will not become a passive foreign investment
company (a “PFIC”) as described below.
Taxation of Distributions
Distributions paid on our ordinary shares, other than certain pro rata distributions
of ordinary shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined
under U.S. federal income tax principles). Because we do not maintain calculations of our earnings and profits under U.S. federal income
tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Subject to applicable limitations,
dividends paid to certain non-corporate U.S. Holders may be eligible for taxation as “qualified dividend income” and therefore
may be taxable at rates applicable to long-term capital gains. Dividends will constitute qualified dividend income if the ordinary shares
with respect to which such dividends are paid are readily tradable on an established securities market in the U.S., and we are not a PFIC
in the year in which the dividend is paid (or the prior taxable year). We do not believe we were or will become a PFIC and our
ordinary shares are traded on the NYSE, and therefore, dividends paid to non-corporate U.S. Holders of our ordinary shares should be eligible
for taxation as qualified dividend income.
107
The amount of a dividend will include any amounts withheld in respect of Israeli taxes.
The amount of the dividend will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received
deduction generally available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date
of the U.S. Holder’s receipt of the dividend. The amount of any dividend income paid in Israeli shekels will be the U.S. dollar
amount calculated by reference to the exchange rate in effect on the date of receipt, regardless of whether the payment is in fact converted
into U.S. dollars. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize
foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend
is converted into U.S. dollars after the date of receipt.
Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s
circumstances, Israeli income taxes withheld from dividends on our ordinary shares will be creditable against the U.S. Holder’s
U.S. federal income tax liability. The rules governing foreign tax credits are complex, and U.S. Holders should consult their tax
advisers regarding the creditability of foreign taxes in their particular circumstances.
Sale or Other Disposition of our Ordinary Shares
For U.S. federal income tax purposes, gain or loss realized on the sale or other disposition
of our ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held our ordinary shares
for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s amount realized
on the disposition and the tax basis in the ordinary shares disposed of, in each case as determined in U.S. dollars. This gain or loss
will generally be U.S.-source gain or loss for foreign tax credit purposes.
As described in “Taxation—Israeli tax considerations” above, gains
realized on the sale or other disposition of our ordinary shares may be subject to Israeli taxes. Subject to certain exceptions, Treasury
regulations generally preclude U.S. taxpayers from claiming a foreign tax credit with respect to any non-U.S. tax imposed on gains from
dispositions of shares held as capital assets, unless the tax is creditable under an applicable income tax treaty. Therefore, a U.S. Holder
generally will not be entitled to claim a foreign tax credit for any Israeli taxes imposed on gains from dispositions of our shares, unless
they are eligible for the benefits of the U.S.-Israel Tax Treaty and elect to apply the U.S.-Israel Tax Treaty benefits to their gains.
In lieu of claiming a credit, a U.S. Holder may be able to elect to deduct the Israeli taxes in computing taxable income, subject to applicable
limitations. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued
in the relevant taxable year. U.S. Holders should consult their tax advisers regarding eligibility for the benefits of the U.S.-Israel
Tax Treaty and the creditability or deductibility of any Israeli tax on disposition gains in their particular circumstances (including
any applicable limitations).
Passive Foreign Investment Company Rules
We believe that we were not a PFIC for U.S. federal income tax purposes for the taxable year
ended December 31, 2022 and we do not expect to become one in the foreseeable future. However, because PFIC status depends on the
composition of a company’s income and assets and the market value of its assets from time to time, there can be no assurance that
we will not be a PFIC for any taxable year.
If we were a PFIC for any taxable year during which a U.S. Holder held our ordinary
shares, gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of the ordinary shares would be allocated
ratably over the U.S. Holder’s holding period for the ordinary shares. The amounts allocated to the taxable year of the sale
or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other
taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year,
and an interest charge would be imposed on the tax on such amount. Further, to the extent that any distribution received by a U.S. Holder
on its ordinary shares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding three years
or the portion of the U.S. Holder’s holding period that preceded the taxable year of the distribution, whichever is shorter,
that distribution would be subject to taxation in the same manner as gain, described immediately above. Certain elections may be available
that would result in alternative treatments (such as mark-to-market treatment) of the ordinary shares. U.S. Holders should consult their
tax advisers to determine whether any of these elections would be available and, if so, what the consequences of the alternative treatments
would be in their particular circumstances.
108
In addition, if we were a PFIC or, with respect to particular U.S. Holder, were treated
as a PFIC, for the taxable year in which it paid a dividend or for the prior taxable year, the preferential dividend rates discussed
above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.
If a U.S. Holder owns our ordinary shares during any year in which we were a PFIC,
the holder generally must file annual reports containing such information as the U.S. Treasury may require on IRS Form 8621 (or any
successor form) with respect to us, generally with the holder’s federal income tax return for that year.
U.S. Holders should consult their tax advisers regarding whether we are or were a PFIC
and the potential application of the PFIC rules.
Non-U.S. Holders
A non-U.S. Holder is a beneficial owner (other than a partnership or disregarded entity
for U.S. federal income tax purposes) of our ordinary shares that is not a U.S. Holder.
Taxation of Distributions and Sale or Other Disposition of Our Ordinary
Shares
Subject to the U.S. backup withholding rules described below, Non-U.S. Holders of
our ordinary shares generally will not be subject to U.S. withholding tax on distributions with respect to, or gain on sale or disposition
of, our ordinary shares.
Non-U.S. Holders who are engaged in a trade or business in the United States who receive
payments with respect to our ordinary shares that are effectively connected with such trade or business should consult their own tax advisers
with respect to the U.S. tax consequences of the ownership and disposition of our ordinary shares. Individuals who are present in the
United States for 183 days or more in any taxable year should also consult their own tax advisers as to the U.S. federal income
tax consequences of the ownership and disposition of our ordinary shares.
Information Reporting and Backup Withholding
Payments of dividends and sales proceeds that are made within the United States or through
certain U.S.- related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding,
unless (i) the Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the Holder provides
a correct taxpayer identification number and certifies that it is not subject to backup withholding. A Non-U.S. Holder may qualify as
an exempt recipient by submitting a properly completed IRS Form W‑8.
The amount of any backup withholding from a payment to a U.S. Holder or a Non-U.S. Holder
will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that
the required information is timely furnished to the IRS.
Certain U.S. Holders who are individuals (and certain specified entities) may be required
to report information relating to their ownership of and interest in certain foreign financial assets, including stock of a non-U.S. person,
subject to certain exceptions (including an exception for financial assets held through a U.S. financial institution). U.S. Holders should
consult their tax advisers regarding their reporting obligations with respect to the ordinary shares.
F. Dividends
and paying agents
Not applicable.
109
G. Statement
by experts
Not applicable.
H. Documents
on display
We are subject to the information requirements of the Exchange Act, except that
as a foreign issuer, we will not be subject to the proxy rules or the short-swing profit disclosure rules of the Exchange
Act. In accordance with these statutory requirements, we will file or furnish reports and other information with the SEC. The SEC maintains
an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address
of that website is www.sec.gov.
I. Subsidiary
information
Not applicable.
ITEM 11. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During fiscal year 2022, most of our revenues and most of our operating expenses
were denominated in U.S. dollar or linked to the U.S. dollar. See also Note 29 to our audited consolidated financial statements included
elsewhere in this Annual Report, in respect of currency risk.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt
securities
Not applicable.
B. Warrants
and rights
Not applicable.
C. Other
securities
Not applicable.
D. American
Depositary Shares
Not applicable.
110
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
A. Defaults
No matters to report.
B. Arrears
and delinquencies
No matters to report.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS
On February 1, 2021, we completed our initial public offering of our ordinary shares
pursuant to a registration statement on Form F‑1 (File No. 333‑251822) that was declared effective on January 27,
2021. Under the registration statement, we sold an aggregate of 15,000,000 ordinary shares. All of these ordinary shares were sold at
a price to the public of US$15.00 per share, yielding gross proceeds of $225 million or net proceeds of $204 million after deducting underwriting
discounts and commissions and other offering expenses. Citigroup Global Markets Inc., Goldman Sachs Co. LLC, Barclays
Capital Inc., Jefferies LLC and Clarksons Platou Securities, Inc. were joint bookrunners for the initial public offering.
Since the effective date of the registration statement, we have used the net proceeds
from the offering for working capital, and our intended use of such net proceeds has not changed from the information included in the
prospectus relating to our initial public offering. None of the net proceeds have been used to make payments, directly or indirectly,
to (i) any of our directors, officers or their associates, (ii) any persons owning 10% or more of our ordinary shares or (iii) any
of our affiliates, other than to the extent we have paid compensation to our directors or officers as disclosed in this annual report
(or as required to be disclosed in future reports).
ITEM 15. CONTROLS AND PROCEDURES
A. Disclosure
Controls and Procedures
As of December 31, 2022, ZIM Integrated Shipping Services Ltd., including the
Company’s Chief Executive Officer and the Chief Financial Officer, performed an evaluation of the effectiveness of ZIM’s disclosure
controls and procedures. ZIM’s disclosure controls and procedures are designed to ensure that information required to be disclosed
under the Exchange Act is accumulated and communicated to ZIM’s management to allow timely decisions regarding required
disclosures.
Based on this evaluation, the Company’s Chief Executive Officer and the Chief Financial
Officer concluded that as of December 31, 2022, ZIM’s disclosure controls and procedures are effective for recording, processing,
summarizing and reporting the information the Company is required to disclose in the reports it files under the Exchange Act within
the time periods specified in the SEC’s rules and forms.
B. Management’s
Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control
over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting
is a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing
similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles and includes those policies and procedures that:
| • |
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of our assets; |
111
| • |
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and |
| • |
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets
that could have a material effect on the financial statements. |
Our management, with the participation of our Chief Executive Officer and Chief Financial
Officer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment,
our management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Our management has concluded, based on its assessment, that our internal control over
financial reporting was effective as of December 31, 2022.
C. Attestation
Report of the Registered Public Accounting Firm
Our independent registered public accounting firm, Somekh Chaikin (a member firm of KPMG
International), has audited the consolidated financial statements included in this annual report on Form 20-F, and as part of its audit,
has issued its attestation report regarding the effectiveness of our internal control over financial reporting as of December 31, 2022.
The report of Somekh Chaikin is included with our consolidated financial statements included elsewhere in this annual report.
D. Changes
in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term
is defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) that occurred during the period covered
by this annual report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 16. [RESERVED]
ITEM 16A. Audit committee
financial expert
Under the Companies Law, our Board of Directors must determine the minimum number of
directors who are required to have accounting and financial expertise. In determining the number of directors required to have such expertise,
our Board of Directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
Our Board of Directors has determined that the minimum number of directors of our company who are required to have accounting and financial
expertise is two, and that each of Yair Seroussi, Nir Epstein, Dr. Karsten Karl-Georg Liebing, William (Bill) Shaul and Liat Tennenholtz
satisfy this requirement, and are independent. For more information see “Item 6.C.-Board Practices-Board of Directors.”
ITEM 16B. Code of Ethics
We have adopted a Code of Business Conduct and Ethics applicable to all of our directors,
executive officers and employees, including our Chief Executive Officer, Chief Financial Officer, controller or principal accounting officer,
or other persons performing similar functions, which is a code of ethics as defined in Item 16B of Form 20‑F promulgated
by the SEC. The full text of the Code of Business Conduct and Ethics can be found on our website at www.zim.com. Information contained
on, or that can be accessed through, our website does not constitute a part of this report and is not incorporated by reference herein.
If we make any amendment to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision
of the code of ethics, we will disclose the nature of such amendment or waiver on our website to the extent required by the rules and
regulations of the SEC. Under Item 16B of Form 20‑F, if a waiver or amendment of the Code of Business Conduct and Ethics
applies to our principal executive officer, principal financial officer, principal accounting officer or controller and relates to standards
promoting any of the values described in Item16B(b) of Form 20‑F, we are required to disclose such waiver or amendment
on our website in accordance with the requirements of Instruction 4 to such Item number 16B.
112
ITEM 16C. Principal Accountant
Fees and Services
Somekh Chaikin, a member firm of KPMG International, located in Haifa, Israel, PCAOB
ID 1057, has served as our principal independent registered public accounting firm for each of the two years ended December 31,
2022 and 2021.
Amounts billed by KPMG International member firms for audit and other services were as
follows:
|
2022 |
2021 |
|||||||
|
(in thousands of US$) |
||||||||
|
Audit fees (1) |
2,138 |
2,644 |
||||||
|
Audit-related fees (2)
|
135 |
151 |
||||||
|
Tax fees (3) |
308 |
307 |
||||||
|
All other fees |
256 |
123 |
||||||
|
Total |
2,837 |
3,225 |
||||||
| (1) |
Audit fees are the aggregate fees billed or expected to be billed for the audit of our annual financial statements. This category
also includes services that are normally provided by an auditor for statutory or regulatory filings, such as consents and review of documents
filed with the SEC. |
| (2) |
Audit-related fees are the aggregate fees billed for assurance and related services rendered during the years ended December 31,
2022 and 2021, that are traditionally performed by an auditor and are reasonably related to the performance of the audit and are not reported
under audit fees. |
| (3) |
Tax fees are the aggregate fees billed for professional services rendered during the years ended December 31, 2022 and 2021, for
tax compliance, tax advice, and tax planning. |
Pre-Approval Policies and Procedures
Our audit committee is responsible for pre-approving audit and non-audit services provided
to us by our independent registered public accounting firm. All of the audit and non-audit services provided to us by the independent
auditors following the formation of our audit committee were pre-approved by the audit committee.
ITEM 16D. Exemptions from
the listing standards for audit committees
None.
ITEM 16E. Purchases of equity securities by the issuer and affiliated
purchasers.
None.
ITEM 16F. Change in registrant’s certifying accountant
None.
113
ITEM 16G. Corporate governance
As an Israeli company, we are subject to various corporate governance requirements under
the Companies Law. However, pursuant to regulations promulgated under the Companies Law, companies with shares traded on certain U.S.
stock exchanges, including the NYSE, may, subject to certain conditions, “opt out” from the requirement of the Companies Law
to appoint external directors and related Companies Law rules concerning the composition of the audit committee and compensation
committee of the Board of Directors (other than the gender diversification rule under the Companies Law which requires the appointment
of a director from the other gender if, at the time a director is appointed, all members of the Board of Directors are of the same gender).
In accordance with these regulations, we have elected to “opt out” from such requirements of the Companies Law. Under these
regulations, the exemptions from such Companies Law’s requirements will continue to be available to us so long as we comply with
the following: (i) we do not have a “controlling shareholder” (as such term is defined under the Companies Law), (ii) our
shares are traded on certain U.S. stock exchanges, including the NYSE, and (iii) we comply with the director independence requirements
and the requirements regarding the composition of the audit committee and the compensation committee under U.S. laws (including applicable
NYSE rules) applicable to U.S. domestic issuers.
Our Board of Directors has adopted corporate governance guidelines which serve as a flexible
framework within which our Board of Directors and its committees operate, subject to the requirements of applicable law and regulations.
Under these guidelines, it is our policy that the positions of chairperson of the Board of Directors and Chief Executive Officer may not
be held by the same person unless approved by our shareholders pursuant to the Companies Law. Our Board of Directors is also responsible
for nominating candidates for election to the Board of Directors, reviewing candidates’ qualifications for Board membership (including
making independence determinations) and evaluating the composition of the Board. These guidelines also set forth the responsibilities
of our audit committee and compensation committee and our policies with respect to director compensation, in each case as described further
below.
We rely on the “home country practice exemption” with respect to certain
listing requirements of the NYSE, including, for example, having a nominating committee or obtaining shareholder approval for certain
issuances to related parties or the establishment or amendment of certain equity-based compensation plans. We otherwise intend to comply
with the rules generally applicable to U.S. domestic companies listed on the NYSE, including the requirement to obtain shareholder
approval for certain other dilutive events (such as issuances that will result in a change of control or other transactions involving
the issuance of a number of ordinary shares equal to 20% or more of our outstanding ordinary shares). We may in the future decide to use
the foreign private issuer exemption with respect to some or all of the other NYSE corporate governance rules.
ITEM 16H. Mine safety disclosure
Not applicable.
ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections
Not applicable.
114
PART III
ITEM 17. Financial statements
We have responded to Item 18 in lieu of this item.
ITEM 18. Financial statements
Financial Statements are filed as part of this annual report, see pages F‑1
to F-77 to this annual report.
ITEM 19. Exhibits
|
Exhibit No. |
|
Description | |
|
101 |
|
The following materials from our Annual Report on Form 20‑F for the year ended December 31,
2022 formatted in iXBRL (Inline Extensible Business Reporting Language) are furnished herewith: (i) the Reports of Independent Registered
Public Accounting Firms, (ii) the consolidated statements of financial position, (iii) the consolidated income statements, (iv) the
consolidated statements of comprehensive loss, (v) the consolidated statements of changes in equity, (vi) the consolidated statements
of cash flows, and (vii) the notes to consolidated financial statements, tagged as blocks of text and in detail. | |
|
104 |
The cover page from ZIM Integrated Shipping Services Ltd.’s Annual Report on Form 20-F for the year
ended December 31, 2022 formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101 | ||
| * |
Filed herewith |
| ** |
Furnished |
115
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20‑F
and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
|
ZIM INTEGRATED SHIPPING SERVICES LTD. | ||
|
|
| ||
|
|
By: |
/s/ Eli Glickman | |
|
|
|
Name: |
Eli Glickman |
|
|
|
Title: |
President and Chief Executive Officer |
Date: March 13, 2023
116
ZIM INTEGRATED
SHIPPING SERVICES LTD.
CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2022
|
Page
|
|
|
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS (PCAOB ID No.
|
F-3 - F-8
|
|
FINANCIAL STATEMENTS:
|
|
|
F-9
|
|
|
F-10
|
|
|
F-11
|
|
|
F-12
|
|
|
F-13 - F-14
|
|
|
F-15 - F-77
|
F - 2
Report of Independent Registered Public Accounting Firm
to the Shareholders and Board of Directors
ZIM Integrated Shipping Services Ltd.
to the Shareholders and Board of Directors
ZIM Integrated Shipping Services Ltd.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of ZIM Integrated Shipping Services Ltd. and subsidiaries (hereinafter: "the Company") as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, "the consolidated financial statements"). In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 13, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
We did not audit the consolidated financial statements of ZIM American Integrated Shipping Services Company, LLC, a wholly-owned subsidiary, which statements reflect total assets constituting 4 percent and 5 percent as of December 31, 2022 and 2021, respectively, of the consolidated total assets. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for ZIM American Integrated Shipping Services Company, LLC and subsidiaries is based solely on the report of the other auditors.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits and the report of the other auditors provide a reasonable basis for our opinion.
F - 3
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.
Impairment assessment of non-financial assets
As discussed in Notes 4 and 6 to the consolidated financial statements, the carrying amount of the Group’s non-financial assets, are reviewed at each reporting date to determine whether there is an indication for impairment. At December 31, 2022, the Company’s non-financial assets included vessels and containers and handling equipment amounting to USD 4,409.9 million and USD 1,242.8 million respectively. The Company estimates the recoverable amount of its cash generating unit (CGU) on the basis of value-in-use, using the discounted cashflow method. An impairment loss is recognized if the CGU carrying value exceeds its estimated recoverable amount. The key assumptions used by management to estimate the discounted cashflows include discount rate, projected freight rates and carried volume. As of December 31, 2022, the Company estimated the recoverable amount exceeded the carrying amount of the CGU, and no impairment was recorded.
We identified the evaluation of the impairment assessment of non-financial assets as a critical audit matter. Specifically, a high degree of auditor judgement was required to evaluate the discount rate, projected freight rates and carried volume used to determine the recoverable amount of the Company’s CGU. Additionally, the audit effort associated with evaluating the discount rate required involvement of valuation professionals with specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls relating to the impairment assessment of non-financial assets, including the controls related to evaluating the discount rate, projected freight rates, and carried volume assumptions used in the discounted cashflows. We assessed reasonableness of management’s assumptions used in their impairment assessment by comparing:
• the freight rates to analysts projected rates and trends from external sources; and
• the carried volumes to the Company’s business plans presented to the board of directors and available industry trends.
We involved valuation professional with specialized skills and knowledge to assist us in evaluating the discount rate by evaluating the results against independently developed range of discount rates using inputs from publicly available information.
/s/
Member Firm of KPMG International
We have served as the Company’s auditor since 2004.
March 13, 2023
F - 4
Report of Independent Registered Public Accounting Firm
to the Shareholders and Board of Directors
ZIM Integrated Shipping Services Ltd.
to the Shareholders and Board of Directors
ZIM Integrated Shipping Services Ltd.
Opinion on Internal Control Over Financial Reporting
We have audited ZIM Integrated Shipping Services Ltd. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2022 and 2021, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated March 13, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
F - 5
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Somekh Chaikin
Member Firm of KPMG International
Haifa, Israel
March 13, 2023
F - 6
Report of Independent Registered Public Accounting Firm
Sole Member of ZIM American Integrated Shipping Services Company, LLC
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of ZIM American Integrated Shipping Services Company, LLC and subsidiaries (collectively, Company) as of December 31, 2022, 2021 and 2020, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022, 2021 and 2020, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with International Financial Reporting Standards issued by the International Accounting Standards Board.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
F - 7
Critical Audit Matters
Critical audit matters are matters arising from the current-period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ FORVIS LLP (Formerly, Dixon Hughes Goodman LLP)
We have served as the Company’s auditor since 2005.
Norfolk, Virginia
February 14, 2023
F - 8
ZIM INTEGRATED SHIPPING SERVICES LTD.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
|
December 31
|
||||||||||||
|
2022
|
2021
|
|||||||||||
|
Note
|
US $ in millions
|
|||||||||||
|
Assets
|
||||||||||||
|
Vessels
|
5
|
|
|
|||||||||
|
Containers and handling equipment
|
5
|
|
|
|||||||||
|
Other tangible assets
|
5
|
|
|
|||||||||
|
Intangible assets
|
6
|
|
|
|||||||||
|
Investments in associates
|
|
|
||||||||||
|
Other investments
|
9
|
|
|
|||||||||
|
Other receivables
|
8
|
|
|
|||||||||
|
Deferred tax assets
|
24(c
|
)
|
|
|
||||||||
|
Total non-current assets
|
|
|
||||||||||
|
Inventories
|
|
|
||||||||||
|
Trade and other receivables
|
8
|
|
|
|||||||||
|
Other investments
|
9
|
|
|
|||||||||
|
Cash and cash equivalents
|
10
|
|
|
|||||||||
|
Total current assets
|
|
|
||||||||||
|
Total assets
|
|
|
||||||||||
|
Equity
|
||||||||||||
|
Share capital and reserves
|
11
|
|
|
|||||||||
|
Retained earnings
|
|
|
||||||||||
|
Equity attributable to owners of the Company
|
|
|
||||||||||
|
Non-controlling interests
|
|
|
||||||||||
|
Total equity
|
|
|
||||||||||
|
Liabilities
|
||||||||||||
|
Lease liabilities
|
7
|
|
|
|||||||||
|
Loans and other liabilities
|
12
|
|
|
|||||||||
|
Employee benefits
|
13
|
|
|
|||||||||
|
Deferred tax liabilities
|
24(c
|
)
|
|
|
||||||||
|
Total non-current liabilities
|
|
|
||||||||||
|
Trade and other payables
|
14
|
|
|
|||||||||
|
Provisions
|
15
|
|
|
|||||||||
|
Contract liabilities
|
|
|
||||||||||
|
Lease liabilities
|
7
|
|
|
|||||||||
|
Loans and other liabilities
|
12
|
|
|
|||||||||
|
Total current liabilities
|
|
|
||||||||||
|
Total liabilities
|
|
|
||||||||||
|
Total equity and liabilities
|
|
|
||||||||||
|
/s/ Yair Seroussi |
/s/ Eli Glickman |
/s/ Xavier Destriau |
||
|
Yair Seroussi
|
Eli Glickman
|
Xavier Destriau
|
||
|
Chairman of the Board
|
President & Chief
|
Chief Financial Officer
|
||
|
of Directors
|
Executive Officer
|
Date of approval of the Financial Statements: March 13, 2023
The accompanying Notes are an integral part of these consolidated Financial Statements.
F - 9
ZIM INTEGRATED SHIPPING SERVICES LTD.
CONSOLIDATED INCOME STATEMENTS
|
Year ended December 31
|
||||||||||||||||
|
2022
|
2021
|
2020
|
||||||||||||||
|
Note
|
US $ in millions
|
|||||||||||||||
|
Income from voyages and related services
|
16
|
|
|
|
||||||||||||
|
Cost of voyages and related services
|
||||||||||||||||
|
Operating expenses and cost of services
|
17
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Depreciation
|
22
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Gross profit
|
|
|
|
|||||||||||||
|
Other operating income
|
18
|
|
|
|
||||||||||||
|
Other operating expenses
|
19
|
(
|
)
|
(
|
)
|
|
||||||||||
|
General and administrative expenses
|
20
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Share of profits (loss) of associates
|
(
|
)
|
|
|
||||||||||||
|
Results from operating activities
|
|
|
|
|||||||||||||
|
Finance income
|
23(a
|
)
|
|
|
|
|||||||||||
|
Finance expenses
|
23(b
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Net finance expenses
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Profit before income taxes
|
|
|
|
|||||||||||||
|
Income taxes
|
24
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Profit for the year
|
|
|
|
|||||||||||||
|
Attributable to:
|
||||||||||||||||
|
Owners of the Company
|
|
|
|
|||||||||||||
|
Non-controlling interests
|
|
|
|
|||||||||||||
|
Profit for the year
|
|
|
|
|||||||||||||
|
Earnings per share (US$)
|
||||||||||||||||
|
Basic earnings per 1 ordinary share
|
11(d
|
)
|
|
|
|
|||||||||||
|
Diluted earnings per 1 ordinary share
|
11(d
|
)
|
|
|
|
|||||||||||
The accompanying Notes are an integral part of these consolidated Financial Statements.
F - 10
ZIM INTEGRATED SHIPPING SERVICES LTD.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
Year ended December 31
|
||||||||||||
|
2022
|
2021
|
2020
|
||||||||||
|
US $ in millions
|
||||||||||||
|
Profit for the year
|
|
|
|
|||||||||
|
Other components of comprehensive income
|
||||||||||||
|
Items of other comprehensive income that were
|
||||||||||||
|
or will be reclassified to profit and loss
|
||||||||||||
|
Foreign currency translation differences
|
||||||||||||
|
for foreign operations
|
(
|
)
|
(
|
)
|
|
|||||||
|
Net change in fair value of investments in debt instruments at fair value through other comprehensive income, net of tax
|
(
|
)
|
(
|
)
|
||||||||
|
Net change in fair value of investments in debt instruments at fair value through other comprehensive income, reclassified to profit and loss
|
|
|||||||||||
|
Items of other comprehensive income that would
|
||||||||||||
|
never be reclassified to profit and loss
|
||||||||||||
|
Net change in fair value of investments in equity instruments at fair value through other comprehensive income, net of tax
|
(
|
)
|
(
|
)
|
|
|||||||
|
Defined benefit pension plans actuarial gains, net of tax
|
|
|
|
|||||||||
|
Other comprehensive income for the year, net of tax
|
(
|
)
|
(
|
)
|
|
|||||||
|
Total comprehensive income for the year
|
|
|
|
|||||||||
|
Attributable to:
|
||||||||||||
|
Owners of the Company
|
|
|
|
|||||||||
|
Non-controlling interests
|
|
|
|
|||||||||
|
Total comprehensive income for the year
|
|
|
|
|||||||||
The accompanying Notes are an integral part of these consolidated Financial Statements.
F - 11
ZIM INTEGRATED SHIPPING SERVICES LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
Attribute to the owners of the Company
|
||||||||||||||||||||||||||||
|
Share
capital
|
General
Reserves (**)
|
Translation
reserve
|
Retained
earnings
(deficit)
|
Total
|
Non-controlling
interests
|
Total
Equity
|
||||||||||||||||||||||
|
US $ in millions
|
||||||||||||||||||||||||||||
|
Balance at December 31, 2021
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
|
Initial application of amendment to IAS 37 (*)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||
|
Balance at January 1, 2022
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
|
Profit for the year
|
|
|
|
|
||||||||||||||||||||||||
|
Other comprehensive income for the year, net of tax
|
(
|
)
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||
|
Exercise of options
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|||||||||||||||||||||||||
|
Dividend to owners of the Company
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||
|
Acquisition of subsidiary with non-controlling interest
|
|
|
(
|
)
|
||||||||||||||||||||||||
|
Dividend to non-controlling interests in subsidiaries
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Balance at December 31, 2022
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
|
Balance at January 1, 2021
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|||||||||||||||||||
|
Profit for the year
|
|
|
|
|
||||||||||||||||||||||||
|
Other comprehensive income for the year, net of tax
|
(
|
)
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
|
Issuance of share capital, net of issuance costs
|
|
|
|
|||||||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|||||||||||||||||||||||||
|
Exercise of options
|
|
(
|
)
|
|||||||||||||||||||||||||
|
Dividend to owners of the Company
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||
|
Acquisition of subsidiary with non-controlling interest
|
|
|
||||||||||||||||||||||||||
|
Dividend to non-controlling interests in subsidiaries
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Balance at December 31, 2021
|
|
|
(
|
)
|
|
|
|
|
||||||||||||||||||||
|
Balance at January 1, 2020
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||
|
Profit for the year
|
|
|
|
|
||||||||||||||||||||||||
|
Other comprehensive income for the year, net of tax
|
|
|
|
(
|
)
|
|
||||||||||||||||||||||
|
Transaction with an interested party, net of tax
|
|
|
|
|||||||||||||||||||||||||
|
Share-based compensation
|
|
|
|
|||||||||||||||||||||||||
|
Dividend to non-controlling interests in subsidiaries
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||||
|
Balance at December 31, 2020
|
|
|
(
|
)
|
(
|
)
|
|
|
|
|||||||||||||||||||
(*) See Note 2(f).
(**)Include reserves related to transactions with an interested party, share-based compensation and changes in fair value of investment instruments.
(**)
The accompanying Notes are an integral part of these consolidated Financial Statements.
F - 12
ZIM INTEGRATED SHIPPING SERVICES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Year ended December 31
|
||||||||||||||||
|
2022
|
2021
|
2020
|
||||||||||||||
|
Note
|
US $ in millions
|
|||||||||||||||
|
Cash flows from operating activities
|
||||||||||||||||
|
Profit for the year
|
|
|
|
|||||||||||||
|
Adjustments for:
|
||||||||||||||||
|
Depreciation and amortization
|
22
|
|
|
|
||||||||||||
|
Impairment loss (recovery) in respect of tangible assets
|
19
|
(
|
)
|
|||||||||||||
|
Net finance expenses
|
23
|
|
|
|
||||||||||||
|
Share of profits and change in fair value of investees
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Capital gains, net
|
18
|
(
|
)
|
(
|
)
|
(
|
)
|
|||||||||
|
Income taxes
|
24
|
|
|
|
||||||||||||
|
Other non-cash items
|
|
|
||||||||||||||
|
|
|
|
||||||||||||||
|
Change in inventories
|
(
|
)
|
(
|
)
|
|
|||||||||||
|
Change in trade and other receivables
|
|
(
|
)
|
(
|
)
|
|||||||||||
|
Change in trade and other payables including contract liabilities
|
(
|
)
|
|
|
||||||||||||
|
Change in provisions and employee benefits
|
|
|
(
|
)
|
||||||||||||
|
|
(
|
)
|
(
|
)
|
||||||||||||
|
Dividends received
|
|
|
|
|||||||||||||
|
Interest received
|
|
|
|
|||||||||||||
|
Income taxes paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Net cash generated from operating activities
|
|
|
|
|||||||||||||
|
Cash flows from investing activities
|
||||||||||||||||
|
Proceeds from sale of tangible assets, intangible assets and interest in investees
|
|
|
|
|||||||||||||
|
Acquisition and capitalized expenditures of tangible assets, intangible assets and interest in investees
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Acquisition of investment instruments, net
|
(
|
)
|
(
|
)
|
||||||||||||
|
Change in other receivables
|
(
|
)
|
(
|
)
|
||||||||||||
|
Change in other investments (mainly deposits), net
|
|
(
|
)
|
|
||||||||||||
|
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
The accompanying Notes are an integral part of these consolidated Financial Statements.
F - 13
ZIM INTEGRATED SHIPPING SERVICES LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
Year ended December 31
|
||||||||||||||||
|
2022
|
2021
|
2020
|
||||||||||||||
|
Note
|
US $ in millions
|
|||||||||||||||
|
Cash flows from financing activities
|
||||||||||||||||
|
Receipt of long-term loans and other long-term liabilities
|
|
|
||||||||||||||
|
Issuance of share capital, net of issuance costs
|
11(a
|
)
|
|
|||||||||||||
|
Sale and lease back transactions
|
|
|||||||||||||||
|
Repayment of lease liabilities and borrowings
|
12(d
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Change in short-term loans
|
(
|
)
|
(
|
)
|
|
|||||||||||
|
Dividend paid to non-controlling interests
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Dividend paid to owners of the company
|
(
|
)
|
(
|
)
|
||||||||||||
|
Interest paid
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Net cash used in financing activities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||||
|
Net change in cash and cash equivalents
|
(
|
)
|
|
|
||||||||||||
|
Cash and cash equivalents at beginning of the year
|
|
|
|
|||||||||||||
|
Effect of exchange rate fluctuation on cash held
|
(
|
)
|
(
|
)
|
|
|||||||||||
|
Cash and cash equivalents at the end of the year
|
10
|
|
|
|
||||||||||||
The accompanying Notes are an integral part of these consolidated Financial Statements.
F - 14
ZIM INTEGRATED SHIPPING SERVICES LTD.
|
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
1 Reporting entity
(a) ZIM Integrated Shipping Services Ltd. (hereinafter - the "Company" or "ZIM") and its subsidiaries (hereinafter - the "Group" or "the Companies") and the Group’s interests in associates, operate in the field of container shipping and related services.
ZIM is a company incorporated in Israel, with limited liability. ZIM’s ordinary shares have been listed on the New York Stock Exchange (the “NYSE”) under the symbol “ZIM” on January 28, 2021. The address of the Company’s registered office is 9 Andrei Sakharov Street, Haifa, Israel.
(b) Financial position
(1) The container shipping industry continues to be characterized by volatility in freight rates, charter rates and bunker prices, accompanied by significant uncertainties in the global trade (including the implications of the ongoing military conflict between Russia and Ukraine, the rise of inflation in certain countries, or the continuing trade restrictions between the US and China). In addition, regulators in certain jurisdictions have become more active in their regulatory oversight over our industry, through change in regulations and interpretation of related rules.
In June 2022, the US administration published the ‘Ocean Shipping Reform Act of 2022’, promoting an increased regulatory supervision over maritime shipping carriers and others in the shipping industry, mainly in respect of demurrage and detention charges.
Following the peak levels reached during 2021 and the first quarter of 2022, freight rates have decreased in most trades throughout the remainder of the year, although remained at levels which continued to enable the Company to further strengthen its capital structure over the period.
In view of the aforementioned business environment and in order to constantly improve the Group’s results of operations and liquidity position, Management continues to optimize its network by participating in partnerships and cooperation agreements and by upgrading its customer’s offerings, whilst seeking operational excellence and cost efficiencies.
(2) Further to the Company’s operational cooperation with the “2M” alliance initiated in 2018, the Company announced in February 2022, that the 2M alliance partners (Maersk and MSC, two leading shipping liner companies) and the Company formally agreed to extend their existing operational collaboration agreement, based on a full slot exchange and vessel sharing agreement, on the Asia – US East Coast and Asia – US Gulf Coast trades. The parties also agreed to terminate their collaboration in the Asia to Mediterranean and Pacific North – West trades, in which ZIM launched a new independent service to address its customers' needs. The amended agreement with the 2M alliance partners became effective on April 2, 2022, while both parties may terminate the agreement by providing a six-month prior written notice following the initial 12-month period from the effective date of the amended agreement. In January 2023 the members of the 2M Alliance announced the termination of the 2M Alliance in 2025.
(3) In August 2022, the Company announced a long-term agreement with Shell NA LNG, LLC for the purpose of supply marine liquefied natural gas (LNG). The agreement, committing the parties for a period of
F - 15
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 Reporting entity (cont'd)
(b) Financial position (cont’d)
(4) In November 2022, the Company early repaid in full its Tranche-E loan for a total consideration of US$
(5) Charter agreements:
In January 2022, the Company entered into an agreement with a related-party shipping company for an
In February 2022, the Company entered into an agreement with Navios Maritime Partners L.P. for chartering a total of
In March 2022, the Company entered into an agreement with MPC Container Ships ASA and MPC Capital AG, for chartering of
As part of its ongoing operational needs, the Company continued to charter vessels for additional periods through new and extended chartering arrangements (see also Notes 7 and 26).
(6) Fleet acquisitions:
Further to the purchase agreements of eight second-hand vessels the Company entered into during the second half of 2021, all related vessels were delivered to the Company, including five of such vessels delivered during 2022.
(7) Dividends:
In April, June, September and December 2022, further to the approval of the Company’s Board of Directors, the Company distributed dividends in amounts of US$
In March 2023, in accordance with the Company’s dividend policy, the Company’s Board of Directors approved a dividend distribution of approximately US$
Since the foregoing declared dividend amount per share constitutes more than 25% of the Company’s ordinary share market price on the declaration date (March 13, 2023), according to the NYSE rules, the ex-dividend date with respect to this dividend distribution will be April 4, 2023.
F - 16
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 2 |
Basis of Preparation
|
| (a) |
Statement of compliance
These Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by IASB. The Board of Directors approved the Financial Statements for issue on March 13, 2023.
|
| (b) |
Basis of measurement
|
The Consolidated Financial Statements have been prepared on the historical cost basis except for the following assets and liabilities, that are measured as disclosed in Note 3 below:
| - |
Financial instruments measured at fair value through profit or loss
|
| - |
Financial instruments measured at fair value through other comprehensive income
|
| - |
Deferred tax assets and liabilities
|
| - |
Provisions
|
| - |
Assets and liabilities in respect of employee benefits
|
| - |
Investments in associates
|
| (c) |
Use of estimates and judgements
|
The preparation of Financial Statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised.
Information about accounting estimates and judgments made by management in the application of IFRSs that have significant effect on the Financial Statements and/or with a significant risk of material adjustment in future periods, are discussed in Note 4(i).
In respect of useful life estimates for certain assets reassessed during the period, see Note 3(d).
In respect of estimates related to determination of fair value, see to Note 4(ii).
| (d) |
Functional and presentation currency
|
These Consolidated Financial Statements are presented in United States dollars, which is the Company's functional currency. All amounts are presented in US$ millions unless indicated otherwise.
| (e) |
Operating cycle
|
The normal operating cycle of the Company is not longer than one year.
F - 17
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
2 Basis of Preparation (cont’d)
| (f) |
Changes in accounting guidance
|
Amendment to IAS 37, Provisions, Contingent Liabilities and Contingent Assets:
As from January 1, 2022, the Company applies the amendment to IAS 37 in respect of onerous contracts, according to which, when assessing whether a contract is onerous, the costs of fulfilling a contract that should be taken into consideration are costs that relate directly to the contract, comprised of: (i) incremental costs, and (ii) an allocation of other costs that relate directly to fulfilling the contract. The amendment is effective retrospectively in respect of contracts where, at the date of initial application, the entity has not yet fulfilled all its obligations. The Group did not restate comparative data but adjusted the opening balance of its retained earnings in accordance with the amendment by the amount of its cumulative effect (US$ 3 million).
Amendment to IAS 1, Presentation of Financial Statements:
According to the amendment, companies must provide disclosure of their material accounting policies rather than their significant accounting policies. An accounting policy information is material if, when considered with other information disclosed in the financial statements, it can be reasonably be expected to influence decisions made by the users of the financial statements. The amendment also clarifies that immaterial accounting policy information need not be disclosed. The amendment is applicable for reporting periods beginning on or after January 1, 2023, while earlier application is permitted. The Group is examining the effects of the amendment on the disclosures in its financial statements.
F - 18
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by Group entities, unless indicated otherwise.
|
(a) |
Basis of consolidation |
(i) Business combinations
The Group implements the acquisition method to all business combinations. The acquisition date is the date on which the acquirer obtains control over the acquiree. An investor controls an investee when it is exposed or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
Substantive rights held by the Group and by others are taken into account in assessing control. The Group recognizes goodwill at acquisition according to the fair value of the consideration transferred including any amounts recognized in respect of non-controlling interests in the acquiree less the net amount of the identifiable assets acquired and the liabilities assumed.
The consideration transferred includes the fair value of the assets transferred to the previous owners of the acquiree and the liabilities incurred by the acquirer to the previous owners of the acquiree. In a step acquisition, the difference between the acquisition date fair value of the Group’s pre-existing equity rights in the acquiree and the related carrying amount at that date is recognized in profit or loss under other income or expenses.
Costs associated with the acquisition that were incurred by the acquirer in the business combination such as: finder’s fees, advisory, legal, valuation and other professional or consulting fees are expensed in the period the services are received.
(ii) Subsidiaries
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies applied by the Group.
(iii) Non-controlling interests
Non-controlling interests reflects the equity of a subsidiary that cannot be attributed, directly or indirectly, to the parent company.
Measurement of non-controlling interests on the date of the business combination
Non-controlling interests that are instruments that give rise to a present ownership interest and entitle the holder to a share of net assets in the event of liquidation (for example: ordinary shares), are measured at the date of the business combination at either fair value or their proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis.
Allocation of profit or loss and other comprehensive income to the shareholders
Profit or loss and any part of other comprehensive income are allocated to the owners of the Company and the non-controlling interests, even when this results with a negative balance of the non-controlling interests.
F - 19
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(a) |
Basis of consolidation (cont’d) |
(iv) Loss of control
Upon the loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. If the Group retains any interest in the former subsidiary, then such interest is measured at fair value at the date that control is lost. The difference between; (i) the sum of the proceeds and fair value of the retained interest, and (ii) the derecognized balances, is recognized in profit or loss under other income or other expenses. Subsequently the retained interest is accounted for as an equity-accounted investee or as a financial asset in accordance with the provisions of IAS 28 and IFRS 9, depending on the level of influence retained by the Group in the former subsidiary.
The amounts recognized in capital reserves through other comprehensive income with respect to the former subsidiary are reclassified to profit or loss or to retained earnings in the same manner that would have been applicable if the subsidiary had itself realized the same assets or liabilities.
(v) Investment in associates
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating activities. Significant influence is presumed to exist when the Group holds between 20% and 50% of voting rights in another entity. In assessing significant influence, potential voting rights that are currently exercisable or convertible into shares of the investee are taken into account.
Associates are accounted for using the equity method (equity accounted investees) and are recognized initially at cost. The cost of the investment includes transaction costs. The consolidated financial statements include the Company’s share of the income and expenses in profit or loss and of other comprehensive income of equity accounted investees, after adjustments to align the accounting policies with those of the Company, from the date that significant influence commences until the date that significant influence ceases.
When the Company’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest, including any long-term interests that form part thereof, is reduced to zero. When the Company’s share of long-term interests that form a part of the investment in the investee is different from its share in the investee’s equity, the Group continues to recognize its share of the investee’s losses, after the equity investment was reduced to zero, according to its economic interest in the long-term interests, after the aforesaid interests were reduced to zero. The recognition of further losses is discontinued except to the extent that the Group has an obligation to support the investee or has made payments on behalf of the investee.
(vi) Change in interest held in associated companies while retaining significant influence
When the Group increases its interest in an associated company accounted for by the equity method while retaining significant influence, it implements the acquisition method only with respect to the additional interest obtained whereas the previous interest remains the same. When there is a decrease in the interest in an associated company accounted for by the equity method while retaining significant influence, the Group derecognizes a proportionate part of its investment and recognizes in profit or loss a gain or loss from such decrease in interest.
F - 20
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(a) |
Basis of consolidation (cont’d) |
(vii) Loss of significant influence
The application of the equity method is discontinued from the date the group loses significant influence in an associate and the retained investment is accounted as a financial asset or a subsidiary, as relevant. On the date of losing significant influence, any retained interest it has in the former associate is measured at fair value. Any difference between the sum of the fair value of the retained interest and any proceeds received from the partial disposal of the investment in the associate, and the carrying amount of the investment on that date, are recognized in profit or loss. Amounts recognized in equity through other comprehensive income with respect to such associates are reclassified to profit or loss or to retained earnings in the same manner that would have been applicable if the associate had itself disposed the related assets or liabilities.
(viii) Transactions eliminated in consolidation
Intra-group balances and transactions and any unrealized income and expenses arising from intra-group transactions are eliminated. Unrealized gains arising from transactions with associates are eliminated to the extent of the Group’s interest in the associate. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
|
(b) |
Foreign currency |
|
| (i) | Foreign currency transactions |
Transactions in foreign currencies are translated to the respective functional currency of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the period. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising from retranslation of those assets and liabilities are recognized in profit or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of their recognition.
| (ii) | Foreign operations |
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into United States dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to United States dollars at exchange rates at the dates of the transactions.
Foreign currency differences are recognized in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests.
F - 21
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(c) |
Financial instruments |
|
|
(iii)Non-derivative financial assets |
||
Initial recognition of financial assets
The Group initially recognizes receivables, deposits and loans on the date that they are originated. All other financial assets acquired in a regular way purchase, are recognized initially on the trade date which is the date that the Group becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset, unless subsequently measured at fair value. A trade receivable without a significant financing component is initially measured at the transaction price.
Classification of financial assets into categories and the accounting treatment of each category
The Group’s non-derivative financial instruments include investments in debt and equity securities, trade and other receivables and cash and cash equivalents, classified at initial recognition to one of the following measurement categories: (i) amortized cost,; (ii) fair value through other comprehensive income – investments in debt instruments,; (iii) fair value through other comprehensive income – investments in equity instruments,; or (iv) fair value through profit or loss.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at fair value through profit or loss: (i) it is held within a business model whose objective is to hold assets to collect contractual cash flows; and (ii) the contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on specified dates.
A financial asset is measured at fair value through other comprehensive income if it meets both of the following conditions and is not designated at fair value through profit or loss: (i) it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and (ii) the contractual terms of the debt instrument give rise to cash flows representing solely payments of principal and interest on specified dates.
All financial assets not classified as measured at amortized cost or fair value through other comprehensive income as described above, as well as financial assets designated at fair value through profit or loss, are measured at fair value through profit or loss.
The Group’s balances of trade and other receivables and deposits are held within a business model whose objective is collecting the contractual cash flows. The contractual cash flows of these financial assets represent solely payments of principal and interest that reflects consideration for the time value of money and the credit risk. Accordingly, these financial assets are subsequently measured at amortized cost.
The Group classifies its investment instruments according to the objectives of the business model within which the instruments are held, at the level of the portfolio. Such assessment considers the Company's stated policies and objectives for the portfolio and management's considerations in evaluating its performance, as well as the frequency, volume and timing of purchases and disposals of the portfolio's financial assets, in prior periods and per future expectations.
F - 22
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(c) |
Financial instruments (cont’d) |
Impairment of financial assets
Provisions for expected credit losses of financial assets measured at amortized cost are recognized in profit or loss and deducted from the gross carrying amount of the financial assets. Provisions for expected credit losses of financial assets measured at fair value through other comprehensive income, reflecting an increase in credit risk since the initial recognition of such assets, are recognized in profit or loss and deducted from other comprehensive income. Impairment losses related to financial assets, including trade and other receivables, are presented under financing expenses.
Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights of the Group to the cash flows from the asset expire or the Group transfers the rights to receive the contractual cash flows from the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred.
Subsequent measurement and gains and losses
Financial assets at fair value through profit or loss - These assets are subsequently measured at fair value. Net gains and losses, including any interest income or dividend income, are recognized in profit or loss.
Investments in equity instruments at fair value through other comprehensive income - These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Financial assets at amortized cost - These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Investments in debt instruments at fair value through other comprehensive income - These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Cash and cash equivalents
Cash and cash equivalents include cash balances available for immediate use and call deposits. Cash equivalents are short-term highly liquid investments (with original maturities of three months or less) that are readily convertible into known amounts of cash and are exposed to insignificant risks of change in value.
F - 23
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(c) |
Financial instruments (cont’d) |
(iv) Non-derivative financial liabilities
The Group’s non-derivative financial liabilities include lease liabilities, loans and borrowings from banks and others, and trade and other payables. Financial liabilities are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities are derecognized when the obligation of the Group, as specified in the agreement, expires or when it is discharged or cancelled.
Financial liabilities are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. With respect to a lease liability, the Company also remeasures its carrying amount to reflect reassessments and/or modifications of the lease (see also Note 3(d)(ii)).
Debt modifications
An exchange of debt instruments having substantially different terms, or a substantial modification of terms of a debt instrument, between an existing borrower and lender is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability at fair value. The difference between the carrying amount of the original financial liability and the fair value of the new financial liability is recognized in profit or loss as part of the financial income or expenses. Any costs incurred in relation to such modifications are recognized in profit or loss as part of the financial income or expenses. The terms are substantially different if the discounted present value of the cash flows according to the new terms, including any commissions paid, less any commissions received and discounted using the original effective interest rate, is different by at least
Offset of financial instruments
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
(v) Derivative financial instruments
Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives, including embedded derivatives presented separately, are measured at fair value and changes therein are recognized in profit or loss.
F - 24
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(c) |
Financial instruments (cont’d) |
(vi) Financial guarantees
A financial guarantee is initially recognized at fair value. In subsequent periods a financial guarantee is measured at the higher of the amount recognized in accordance with the guidelines of IFRS 9 and the liability initially recognized after being amortized in accordance with IFRS 15. Any resulting adjustment of the liability is recognized in profit or loss.
(vii) Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.
|
(d) |
Vessels, containers, handling equipment and other tangible assets |
(i) Owned assets
Vessels, containers, handling equipment and other tangible assets are stated at cost less accumulated depreciation (see below) and accumulated impairment losses (see Note 3(f)). The cost of inspecting a vessel (dry-docking), that needs to be performed after a number of years of operation (usually once every
Gains and losses on disposal of vessels, containers, handling equipment and other tangible assets are determined by the difference between the net consideration from disposal and the carrying amount of these items and are recognized, on a net basis, within 'other operating income / expenses' in profit or loss.
Subsequent costs
The Group recognises within the carrying amount of an asset (vessel, container, handling equipment or other tangible asset), the cost of replacing part of such an asset, when that cost is incurred, if it is probable that the future economic benefits embodied with such part will flow to the Group and the cost of the part can be measured reliably (while the carrying amount of the replaced part is derecognized). Material improvements that increase the economic benefits expected from the assets are capitalised as part of their cost. All other costs are recognized in the income statement as an expense as incurred.
Depreciation
Depreciation is a systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount is the cost of the asset, or other amount substituted for cost, less its residual value.
An asset is depreciated from the date it is ready for use, meaning the date it reaches the location and condition required for it to operate in the manner intended by management.
Depreciation is recognized in profit and loss on a straight-line basis over the estimated useful life of each part of the asset (vessel, container, handling equipment or other tangible asset). Freehold land is not depreciated.
F - 25
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(d) |
Vessels, containers, handling equipment and other tangible assets (cont’d) |
The estimated useful lives of vessels, containers, handling equipment and other tangible assets are as follows (taking into account a residual value of mainly
|
|
years |
|
||
|
1. Vessels |
|
|
|
|
|
2. Containers |
|
|
|
|
|
3. Chassis |
|
|
|
|
|
4. Other equipment |
|
|
|
|
|
5. Dry docking for owned vessels |
|
|
|
|
(*) As part of its periodical review of estimates, the Company reassessed and revised its estimates in respect of dry containers, by
The estimated useful lives of other tangible assets for the current and comparative periods are as follows:
|
|
|
years |
|
|
|||
|
1. |
Buildings |
|
|
|
|
||
|
2. |
Computer systems and communication equipment |
|
|
( |
|
||
|
3. |
Other |
|
|
|
|
||
Depreciation methods, useful life and residual values are reviewed at each reporting date.
(ii) Leased (Right-of-use) assets
A lease, in accordance with IFRS 16, defined as an arrangement that conveys the right to control the use of an identified asset for a period of time in exchange for consideration, is initially recognized on the date in which the lessor makes the underlying asset available for use by the lessee.
Upon initial recognition, the Company recognizes a lease liability at the present value of the future lease payments during the lease term and concurrently recognizes a right-of-use asset at the same amount of the liability, adjusted for any prepaid and/or initial direct costs incurred in respect of the lease. The present value is calculated using the implicit interest rate of the lease, or the Company’s incremental borrowing rate applicable for such lease, when the implicit rate is not readily determinable. The lease term is the non-cancellable period of the lease, considering extension and/or termination options which are reasonably certain to apply (see also Note 4(i)(a)).
Following recognition, the Company depreciates a right-of-use asset on a straight-line basis (see below), as well as adjust its value to reflect any re-measurement of its corresponding lease liability or any impairment losses in accordance with IAS 36.
The Company chose to apply the available exemptions, with respect certain assets or asset classes, for short-term leases and leases of low-value assets, as well as the expedient for the inclusion of non-lease components in the accounting of a lease.
F - 26
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(d) |
Vessels, containers, handling equipment and other tangible assets (cont’d) |
Lease modifications
When a lease modification increases the scope of the lease by adding a right to use one or more underlying assets, and the consideration for the lease increased by an amount commensurate with the stand-alone price for the increase in such circumstances, the Group accounts for the modification as a separate lease. When the Group doesn’t account the modification as a separate lease, on the initial date of the lease modification, the Group determines the revised terms and measures the lease liability by discounting the revised lease payments using a revised discount rate, against the right-of-use asset.
For lease modifications that includes a decrease in scope of the lease, as a preceding step and before remeasuring the lease liability against the right-of-use asset, the Group first recognizes a decrease in the carrying amount of the right-of-use asset (on a pro-rata basis) and the lease liability (considering the revised lease payments and the pre-modification discounting rate), in order to reflect the partial or full cancellation of the lease, with the net change recognized in profit or loss.
Sale and lease-back
The Group applies the requirements of IFRS 15 to determine whether an asset transfer is accounted for as a sale. If an asset transfer satisfies the requirements of IFRS 15 to be accounted for as a sale, the Group measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount that relates to the right of use retained by the Group. Accordingly, the Group only recognizes the amount of gain or loss that relates to the rights transferred. If the asset transfer does not satisfy the requirements of IFRS 15 to be accounted for as a sale, the Group accounts the transaction as secured borrowing.
Depreciation
Right-of-use assets are depreciated over the lease term, or their useful lives (considering residual value, if applicable), if it is reasonably certain that the Group will obtain ownership by the end of the lease term. The term of leases in which the Group is engaged with, are as follows:
|
|
years |
|
||
|
1. Vessels |
|
|
|
|
|
2. Containers |
|
|
|
|
|
3. Buildings, vehicles and other assets |
|
Mainly |
|
|
| (e) |
Intangible assets
|
| (i) |
Goodwill
|
Goodwill that arises upon the acquisition of subsidiaries is presented as part of intangible assets. Subsequent to its’ initial recognition, goodwill is measured at cost less accumulated impairment losses.
F - 27
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(e) |
Intangible assets (cont’d) |
(ii) Research and development of software
Development activities involve a plan or design for the production of new or substantially improved processes. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically, commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use the asset. The expenditures capitalized include the cost of direct labour and overhead costs that are directly attributable to preparing the asset for its intended use. Other development expenditures are recognized in profit or loss as incurred. In subsequent periods, capitalized development expenditures are measured at cost less accumulated amortization and accumulated impairment losses.
(iii) Software
The Group’s assets include computer systems consisting of hardware and software. The licenses for the software, which are considered to be a separate item, adding functionality to the hardware, are classified as intangible assets.
(iv) Subsequent expenditures
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditures on internally generated goodwill and brands, are recognized in profit or loss as incurred.
(v) Amortization
Amortization is a systematic allocation of the amortizable amount of an intangible asset over its useful life. The amortizable amount is the cost of the asset, or other amount substituted for cost, less its residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use. The estimated useful lives for the current and comparative periods are as follows:
|
Software |
|
|
|
|
Capitalised software development costs |
|
|
|
Amortization methods, useful life and residual values are reviewed at each reporting date.
F - 28
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(f) |
Impairment |
(i) Financial assets
The Group recognizes a credit loss when it determines that the credit risk of a financial asset has increased significantly since initial recognition. An impairment loss is calculated as the difference between the financial asset’s carrying amount and the present value of its estimated (probability-weighted, where applicable) future cash flows discounted at the original effective interest rate. Provisions for expected credit losses of financial assets measured at amortized cost are recognized in profit or loss and deducted from the gross carrying amount of the financial assets. For investments in debt instruments at fair value through other comprehensive income, provisions for expected credit losses are recognized in profit or loss and deducted through other comprehensive income and do not reduce the carrying amount of the financial asset.
An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognized. The reversal is recognized in profit or loss.
(ii) Non-financial assets
For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (hereinafter: cash-generating unit, or “CGU”). The recoverable amount of an asset or cash-generating unit is the greater of its value-in-use and its fair value less costs to sell.
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the CGU’s recoverable amount is estimated. An impairment loss is recognized if the carrying amount of the Company's cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss. Impairment losses are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit and then to reduce the carrying amount of the other assets in that unit, on a pro rata basis (considering that the carrying amount of each individual asset will not be reduced below the greater of its value-in-use and its fair value less costs to sell).
An impairment loss is allocated between the owners of the Company and the non-controlling interests on the same basis that the profit or loss is allocated. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognized in prior periods are re-assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
F - 29
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(g) |
Employee benefits |
|
| (i) | Post-employment benefits |
The Group has a number of post-employment benefit plans. The plans are usually financed by deposits with insurance companies or with funds managed by a trustee, and they are classified as defined contribution plans and as defined benefit plans.
| (a) | Defined contribution plans |
A defined contribution pension plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the periods during which related services rendered by employees.
| (b) | Defined benefit plans |
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of any plan assets is deducted.
The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). The discount rate is the yield at the reporting date on high grade corporate bonds denominated in the same currency, that have maturity dates approximating the terms of the Group’s obligations.
The calculation is performed by a qualified actuary using the projected unit credit method.
When the calculation results in a net asset for the Group, an asset is recognized up to the net present value of economic benefits available in the form of a refund from the plan or a reduction in future contributions to the plan. An economic benefit in the form of refunds or reductions in future contributions is considered available when it can be realized over the life of the plan or after settlement of the obligation.
Gains or losses resulting from settlements of a defined benefit plan are recognized in profit or loss.
The Group recognizes immediately, directly in other comprehensive income, all actuarial gains and losses arising from defined benefit plans.
F - 30
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(g) |
Employee benefits (cont’d) |
(ii) Termination benefits
Termination benefits are recognized as an expense when the Group is committed demonstrably, without realistic possibility of withdrawal, to a formal detailed plan to terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognized as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value. The discount rate is the yield at the reporting date on high grade corporate bonds denominated in the same currency, that have maturity dates approximating the terms of the Group’s obligations.
(iii) Other long-term benefits
The Group’s net obligation in respect of long-term service benefits, other than pension plans, is the amount of future benefits that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is the yield at the reporting date on long-term high grade corporate bonds denominated in the same currency, that have maturity dates approximating to the terms of the Group’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized in profit or loss in the period in which they arise.
(iv) Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related employees’ services are provided. The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits depending on when the Group expects the benefits to be settled.
(v) Share-based compensation
The grant date fair value of share-based compensation awards granted to employees is recognized as a salary expense, with a corresponding increase in equity, over the period that the employees become unconditionally entitled to the awards. The amount recognized as an expense in respect of share-based compensation awards that are conditional upon meeting service and non-market performance conditions, is adjusted to reflect the number of awards that are expected to vest.
If the terms of an award previously granted are modified by increasing the fair value of the equity instruments granted, such incremental fair value, measured immediately before and after the modification, is recognized for the grantee’s services as a salary expense, over the period from the modification date and until the modified equity instruments are fully vested.
F - 31
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(h) |
Provisions |
|
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is more likely than not that an outflow of economic benefits will be required to settle the obligation.
The Group recognizes a reimbursement asset if, and only if, it is virtually certain that the reimbursement will be received if the Company settles the obligation. The amount recognized in respect of the reimbursement does not exceed the amount of the provision.
Legal matters
The Financial Statements includes appropriate provisions in respect of legal matters involving the Group which, in the opinion of the Group's management, based, among others, on the opinion of its legal advisers retained in respect of those matters, is more likely than not that an outflow of economic benefits will be required to settle the obligation and the amount of obligation can be estimated reliably. Note 27 includes details of additional exposure due to contingent legal matters, where the amounts might be significant.
|
(i) |
Revenue Recognition from shipping services and related expenses |
Revenue from containerized and non-containerized cargo
The Group considers each freight transaction as comprised of one performance obligation, recognized per the time-based portion completed as at the reporting date. The operating expenses related to cargo traffic are recognized immediately as incurred. If the expected incremental and other direct costs related to the cargo exceed its expected related revenue, a provision for onerous contracts is recognized through profit or loss, in accordance with IAS 37.
With respect to presentation and in accordance with IFRS 15 guidance, the Company recognizes “Contract assets”, reflecting receivables (not eligible to be classified as a financial asset, i.e. as trade receivables) and “Contract liabilities”, reflecting obligation to provide services, both with respect to engagements with customers, not yet completed as at the respective reporting date. Contract assets and contract liabilities relating to the same contract are to be presented on a net basis in the statement of financial position. However, trade receivables and contract liabilities deriving from the same contract are to be presented on a gross basis in the statement of financial position.
Revenue from demurrage
Revenues from demurrage and detentions for containers are accounted as separate performance obligation and recognized over time, up until the time of the customer’s late return or pick-up of containers.
Revenue from value-added services
Revenues from value-added services provided to the customers by the Company and its agencies, such as documents handling, customs, duties etc., are accounted as separate performance obligation and recognized when the service is rendered.
Cooperation agreements
Non-monetary exchange of slots with other shipping companies in order to facilitate sale of services to customers are not accounted as revenues.
F - 32
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(j) |
Finance income and expenses |
Finance income ordinarily includes interest income recognized in profit or loss as it accrues, using the effective interest method. Finance expenses include mainly interest expense in respect of lease liabilities and borrowings and impairment losses recognized on trade and other receivables. Foreign currency gains and losses are reported on a net basis.
In the statements of cash flows, interest received and dividends received are presented as part of cash flows from operating activities. Interest paid and dividends paid are presented as part of cash flows from financing activities.
|
(k) |
Income taxes |
Income taxes include current and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss except to amounts relate to items recognized directly in equity or in other comprehensive income, to the extent they relate to such items. Current taxes are the taxes payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their corresponding amounts used for taxation purposes. Deferred taxes are not recognized for the following temporary differences: (i) the initial recognition of goodwill, (ii) the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and (iii) differences relating to investments in subsidiaries, associates and joint arrangements, to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that they will not reverse in the foreseeable future, either by way of selling the investment or by way of distributing dividends by the investee. Deferred taxes are measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised, or to the extent it can be utilized in future periods against taxable temporary differences (i.e. deferred tax liabilities). Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Additional income taxes that arise from the distribution of dividends are recognized in profit or loss when the liability to pay the related dividends is recognized by the distributing company.
Current tax balances and deferred tax balances, and movements therein, are presented separately from each other and are not offset.
Current tax assets are offset against current tax liabilities, and deferred tax assets against deferred tax liabilities if, the Company or the Group has the legally enforceable right to set off current tax assets against current tax liabilities and the following additional conditions are met:
| - | In the case of current tax assets and liabilities, the Company or the Group intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously; or |
| - | In the case of deferred tax assets and liabilities, if they relate to income taxes levied by the same taxation authority on either; | |
| - | The same taxable entity; or |
F - 33
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3 Significant accounting policies (cont’d)
|
(k) |
Income taxes (cont’d) |
| - | Different taxable entities, which, in each future period in which significant amounts of deferred tax liabilities or assets are contractual to be settled or recovered, intend to realise the current tax assets and settle the current tax liabilities on a net basis or realise and settle simultaneously. | |
|
(l) |
Earnings (losses) per share |
The Group presents basic and diluted earnings (losses) per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares, if any. Share splits (or reversed splits) in effect as of the financial statements issuance date are applied to all presented periods.
|
(m) |
Transactions with controlling shareholder |
Assets and liabilities included in a transaction with a controlling shareholder are measured at fair value on the date of the transaction, with the difference between the fair value and the consideration from the transaction recorded in the Company’s equity.
|
(n) |
Government grants |
Government grants are recognized initially when there is reasonable assurance that they will be received and the Group will comply with the conditions associated with the grant. Grants received from the Government of Israel with respect to the cost of employing Israeli resident sailors on Israeli vessels during 2020 were deducted from the salary costs.
|
(o) |
Inventories |
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the moving average principle, and mainly includes fuel on board.
|
(p) |
Non-current assets and disposal groups held for sale |
Non-current assets are classified as held for sale if it is highly probable that they will be recovered primarily through a sale transaction and not through continuing use. Immediately before classification as held for sale, the assets are remeasured in accordance with the Group’s accounting policies. Thereafter, the assets are measured at the lower of their carrying amount and fair value less cost to sell. In subsequent periods, depreciable assets classified as held for sale are not periodically depreciated. Impairment losses recognized on initial classification as held for sale, and subsequent gains or losses on remeasurement, are recognized in profit or loss.
F - 34
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 4 |
Accounting estimates
|
| (i) |
Significant accounting estimates and judgements
|
The significant accounting estimates and judgements are as follows:
| (a) |
Assessment of extension options and purchase options available in lease arrangements
|
Future lease payments during the lease term, measured at present value, include extension options and/or purchase options, when such options are available and estimated by the Company as reasonably certain to apply. When assessing such options, the Company applies judgment, while considering all relevant aspects and circumstances, including its expected operational needs, to conclude whether it expects there will be an economic incentive to exercise such options. The assessment of those options affects the measurement of the related lease liabilities and their corresponding right-of-use assets, and in some circumstances, also the recognition of such liabilities and assets.
| (b) |
Assessment of incremental borrowing rate applicable for lease arrangements
|
A lease liability is measured using the Company’s applicable incremental borrowing rate, when the implicit rate is not readily determinable. The Company estimates its incremental borrowing rate, with the assistance of a third-party appraiser, based on credit rating derived from available debt transactions and their corresponding yield curves, while applying judgment in respect of the comparability of such debt transactions to the lease arrangements.
| (c) |
Assessment of non-financial assets for impairment
|
At each reporting date, the Company reviews the carrying amount of its operating assets and assesses them for impairment when indications exist. When performing an impairment test, based on the value in use of its cash-generating-unit, the Company uses judgment to estimate the forecasted cashflows for a projected period and for the terminal period, reflecting the long-term steady state. The Company also assesses the terminal growth rate and the appropriate discounting rate, reflecting the Company’s long-term cost of capital. This analysis determines whether the Company recognizes an impairment, or the reversal of which, and to what extent these are recorded in profit or loss. Although the Company believes its estimates are reasonable, these are all highly subjective and involve significant inherent uncertainties (see also Note 6).
| (d) |
Assessment of probability of contingent liabilities
|
Legal matters, including applications for class actions, are pending against the Company and/or its investees. Management evaluates based on the opinion of its legal advisors, whether it is more likely than not that an outflow of economic resources will be required in respect of potential liabilities under such legal matters. The developments and/or resolutions in such matters, including through either negotiations or litigation, are subject to a high level of uncertainty which could result in recognition, adjustment or reversal of a provision for such matters. For information in respect to the Company’s exposure to claims and legal matters, see Note 27 (Contingent liabilities).
F - 35
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4 Accounting estimates (cont’d)
|
(ii) |
Determination of fair values
|
A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
| (a) |
Financial instruments (including derivatives)
|
See Note 29(b).
| (b) |
Share-based compensation arrangements
|
See Note 11(c).
F - 36
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5 Vessels, containers, handling equipment and other tangible assets (*)
|
Cost:
|
||||||||||||||||||||||||
|
Balance at
January 1, 2022 |
Additions
|
Disposals
|
Lease
modifications and terminations |
Effect of
movements in exchange rates |
Balance at
December 31, 2022 |
|||||||||||||||||||
|
US $ in millions
|
||||||||||||||||||||||||
|
Vessels
|
|
|
|
|
||||||||||||||||||||
|
Containers and equipment
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||
|
Computer systems and
|
||||||||||||||||||||||||
|
communication equipment
|
|
|
(
|
)
|
|
(
|
)
|
|
||||||||||||||||
|
Other property and equipment
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||
|
Total
|
|
|
(
|
)
|
|
(
|
)
|
|
||||||||||||||||
Depreciation and impairment charges:
|
|
Balance at January 1, 2022 |
|
Depreciation |
|
Disposals |
|
Lease modifications and terminations |
|
Effect of movements in exchange rates |
|
Balance at December 31, 2022 |
|||||||||||||
|
|
US $ in millions |
|||||||||||||||||||||||
|
Vessels |
|
|
|
|
|
|
( |
) |
|
|
|
|||||||||||||
|
Containers and equipment |
|
|
|
|
( |
) |
( |
) |
|
|
|
|||||||||||||
|
Computer systems and communication equipment |
|
|
|
|
( |
) |
|
|
( |
) |
|
|||||||||||||
|
Other property and equipment |
|
|
|
|
( |
) |
|
|
( |
) |
|
|||||||||||||
|
Total |
|
|
|
|
( |
) |
( |
) |
( |
) |
|
|||||||||||||
|
Payments on account |
|
|||||||||||||||||||||||
|
Net carrying amounts:
|
|
Balance at
January 1,
2022
|
Balance at
December 31,
2022
|
|||||||||||||||||||||||
|
US $ in millions
|
US $ in millions
|
|||||||||||||||||||||||
|
Vessels
|
|
|
||||||||||||||||||||||
|
Payments on account, net
|
|
|||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
Containers and equipment
|
|
|
||||||||||||||||||||||
|
Payments on account, net
|
|
|
||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
Computer systems and
|
||||||||||||||||||||||||
|
communication equipment
|
|
|
||||||||||||||||||||||
|
Other property and equipment
|
|
|
||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
Total
|
|
|
||||||||||||||||||||||
(*) Mostly related to right-of-use assets (see also Note 7).
F - 37
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
5 Vessels, containers, handling equipment and other tangible assets (cont'd) (*)
|
Cost:
|
||||||||||||||||||||||||
|
Balance at
January 1, 2021 |
Additions
|
Disposals
|
Lease
modifications and terminations |
Effect of
movements in exchange rates |
Balance at
December 31, 2021 |
|||||||||||||||||||
|
US $ in millions
|
||||||||||||||||||||||||
|
Vessels
|
|
|
|
|
||||||||||||||||||||
|
Containers and equipment
|
|
|
(
|
)
|
|
|
||||||||||||||||||
|
Computer systems and
|
||||||||||||||||||||||||
|
Communication equipment
|
|
|
(
|
)
|
|
|
||||||||||||||||||
|
Other property and equipment
|
|
|
(
|
)
|
|
(
|
)
|
|
||||||||||||||||
|
Total
|
|
|
(
|
)
|
|
(
|
)
|
|
||||||||||||||||
|
Depreciation and impairment charges:
|
||||||||||||||||||||||||
|
Balance at
January 1, 2021 |
Depreciation
|
Disposals
|
Lease
modifications and terminations |
Effect of
movements in exchange rates |
Balance at
December 31, 2021 |
|||||||||||||||||||
|
US $ in millions
|
||||||||||||||||||||||||
|
Vessels
|
|
|
|
|||||||||||||||||||||
|
Containers and equipment
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||
|
Computer systems and
|
||||||||||||||||||||||||
|
Communication equipment
|
|
|
(
|
)
|
|
|||||||||||||||||||
|
Other property and equipment
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||||||
|
Total
|
|
|
(
|
)
|
(
|
)
|
(
|
)
|
|
|||||||||||||||
|
Payments on account
|
|
|
Net carrying amounts:
|
|
Balance at
January 1,
2021
|
Balance at
December 31,
2021
|
|||||||||||||||||||||||
|
US $ in millions
|
US $ in millions
|
|||||||||||||||||||||||
|
Vessels
|
|
|
||||||||||||||||||||||
|
Payments on account, net
|
|
|||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
Containers and equipment
|
|
|
||||||||||||||||||||||
|
Payments on account, net
|
|
|||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
Computer systems and
|
||||||||||||||||||||||||
|
Communication equipment
|
|
|
||||||||||||||||||||||
|
Other property and equipment
|
|
|
||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||
|
Total
|
|
|
||||||||||||||||||||||
(*) Mostly related to right-of-use assets (see also Note 7).
F - 38
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 6 |
Intangible assets
|
Cost:
|
Balance at
January 1, 2022 |
Additions
|
Effect of
movements in exchange rates |
Balance at
December 31, 2022 |
|||||||||||||
|
US $ in millions
|
||||||||||||||||
|
Goodwill
|
|
|
(
|
)
|
|
|||||||||||
|
Software (mostly development costs)
|
|
|
(
|
)
|
|
|||||||||||
|
Other intangible assets
|
|
|
||||||||||||||
|
Total
|
|
|
(
|
)
|
|
|||||||||||
|
Amortization and impairment losses:
|
||||||||||||||||
|
Balance at
January 1, 2022 |
Amortization
|
Effect of
movements in exchange rates |
Balance at
December 31, 2022 |
|||||||||||||
|
US $ in millions
|
||||||||||||||||
|
Goodwill
|
||||||||||||||||
|
Software (mostly development costs)
|
|
|
(
|
)
|
|
|||||||||||
|
Other intangible assets
|
|
|
|
|||||||||||||
|
Total
|
|
|
(
|
)
|
|
|||||||||||
|
Net carrying amounts:
|
||||||||||||||||
|
Balance at
January 1, 2022 |
Balance at
December 31, 2022 |
|||||||||||||||
|
US $ in millions
|
US $ in millions
|
|||||||||||||||
|
Goodwill
|
|
|
||||||||||||||
|
Software (mostly development costs)
|
|
|
||||||||||||||
|
Other intangible assets
|
|
|
||||||||||||||
|
Total
|
|
|
||||||||||||||
F - 39
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6 Intangible assets (cont’d)
|
Cost:
|
||||||||||||||||||||
|
Balance at
January 1, 2021
|
Additions
|
Disposals
|
Effect of
movements in exchange rates |
Balance at
December 31, 2021 |
||||||||||||||||
|
US $ in millions
|
||||||||||||||||||||
|
Goodwill
|
|
(
|
)
|
|
||||||||||||||||
|
Software (mostly development costs)
|
|
|
|
|||||||||||||||||
|
Dry docking
|
|
(
|
)
|
|||||||||||||||||
|
Other intangible assets
|
|
|
|
|||||||||||||||||
|
Total
|
|
|
(
|
)
|
(
|
)
|
|
|||||||||||||
|
Amortization and impairment losses:
|
||||||||||||||||||||
|
Balance at
January 1, 2021
|
Amortization
|
Disposals
|
Effect of
movements in exchange rates |
Balance at
December 31, 2021 |
||||||||||||||||
|
US $ in millions
|
||||||||||||||||||||
|
Goodwill
|
||||||||||||||||||||
|
Software (mostly development costs)
|
|
|
|
|||||||||||||||||
|
Dry docking
|
|
(
|
)
|
|||||||||||||||||
|
Other intangible assets
|
|
|
|
|||||||||||||||||
|
Total
|
|
|
(
|
)
|
|
|||||||||||||||
|
Net carrying amounts:
|
||||||||||||||||||||
|
Balance at
January 1, 2021 |
Balance at
December 31, 2021 |
|||||||||||||||||||
|
US $in millions
|
US $in millions
|
|||||||||||||||||||
|
Goodwill
|
|
|
||||||||||||||||||
|
Software (mostly development costs)
|
|
|
||||||||||||||||||
|
Dry docking
|
||||||||||||||||||||
|
Other intangible assets
|
|
|
||||||||||||||||||
|
Total
|
|
|
||||||||||||||||||
Impairment test
Further to the continuing volatility in the shipping industry as discussed in Note 1(b), as well as a decrease in its market capitalization value, the Company tested its assets for impairment, as of December 31, 2022. For the purpose of IAS 36, the Company, which operates an integrated liner network, has one cash-generating unit (hereinafter: CGU), which consists of all of its operating assets. The Company estimated its recoverable amount on the basis of its value-in-use, using the discounted cash flow (DCF) method.
F - 40
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6 Intangible assets (cont’d)
Impairment test (cont'd)
The Company’s assumptions were made for a period of five years (2023-2027) and a representative terminal year intended to reflect a long-term steady state. The key assumptions are set forth below:
| • |
A detailed cash flow for the abovementioned period, based upon the Company’s business plan.
|
| • |
Freight rates: expected to decrease in 2023 and to be further affected by industry’s supply and demand dynamics, as well as by macroeconomic trends and uncertainties.
|
| • |
Carried volume (TEUs): expected to increase over the projected period, in accordance with the Company’s fleet structure and business plan.
|
| • |
Bunkering costs: according to the future price curves of fuel and liquefied natural gas (LNG).
|
| • |
Charter hire rates: according to contractual rates in effect as of December 31, 2022, and estimated market rates for future renewals.
|
| • |
Post tax discount rate of
|
| • |
Long-term nominal growth rate of
|
| • |
Payment of tax at the Company’s corporate tax rate of
|
The impairment test resulted with a recoverable amount exceeding the carrying amount of the CGU, therefore, no impairment was recognized.
The Company believes that the assumptions used in its analysis are reasonable and appropriate, considering past experience and current market trends and expectations. However, such assumptions are highly subjective and there can be no assurance that the Company’s assumptions will materialize, or whether freight rates, charter rates and bunker costs will increase or decrease by any significant degree.
Change by 100 bps in the following assumptions will result in an increase (decrease) in the recoverable amount of the CGU, as follows:
|
Increase
|
Decrease
|
|||||||
|
By 100 bps
|
||||||||
|
US $ in millions
|
||||||||
|
Discount rate
|
(
|
)
|
|
|||||
|
Terminal growth rate
|
|
(
|
)
|
|||||
F - 41
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 7 |
Leases
|
The Group is engaged in multiple lease arrangements for vessels and containers, supporting its operating activities, as well as for buildings, vehicles, IT equipment and other tangible assets. Such lease arrangements (part of which includes options for extension and/or purchase of the underlying asset) are characterized by large-scale, frequent and recurring engagements in common market terms.
| (a) |
Right-of-use-assets
|
| Containers
and equipment
|
Buildings,
vehicles and other
tangible assets
|
|||||||||||||||
|
Vessels
|
Total
|
|||||||||||||||
|
US $ in millions
|
||||||||||||||||
|
Balance as at January 1, 2022
|
|
|
|
|
||||||||||||
|
Additions
|
|
|
|
|||||||||||||
|
Depreciation
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Other (*)
|
|
|
|
|
||||||||||||
|
Balance as at December 31, 2022
|
|
|
|
|
||||||||||||
| Containers
and equipment
|
Buildings,
vehicles and other
tangible assets
|
|||||||||||||||
|
Vessels
|
Total
|
|||||||||||||||
|
US $ in millions
|
||||||||||||||||
|
Balance as at January 1, 2021
|
|
|
|
|
||||||||||||
|
Additions
|
|
|
|
|
||||||||||||
|
Depreciation
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
|
Other (*)
|
|
(
|
)
|
|
|
|||||||||||
|
Balance as at December 31, 2021
|
|
|
|
|
||||||||||||
| (*) |
|
| (b) |
Maturity analysis of the Group's lease liabilities
|
|
As at December 31
|
||||||||
|
2022
|
2021
|
|||||||
|
US $ in millions
|
||||||||
|
Less than one year
|
|
|
||||||
|
One to five years
|
|
|
||||||
|
More than five years
|
|
|
||||||
|
Total
|
|
|
||||||
The Group’s lease liabilities are mostly denominated in USD, discounted by interest rates with weighted average of 7.7 % (5.0 % as at December 31, 2021).
F - 42
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7 Leases (cont’d)
|
|
(c) |
Amounts recognized in profit or loss
|
|
2022
|
2021
|
|||||||
|
US $ in millions
|
||||||||
|
Interest expenses related to lease liabilities
|
|
|
||||||
|
Expenses relating to short-term leases:
|
||||||||
|
Vessels
|
|
|
||||||
|
Containers
|
|
|
||||||
| (d) |
Amounts recognized in the statement of cash flows
|
|
2022
|
2021
|
|||||||
|
US $ in millions
|
||||||||
|
Cash outflow related to lease liabilities
|
|
|
||||||
|
(e) |
For further details regarding the Company’s obligations, in respect of leases not accounted as a lease liability as of December 31, 2022, see also Note 26. |
| 8 |
Trade and other receivables
|
| (a) |
Carrying amounts
|
|
2022
|
2021
|
|||||||
|
US $ in millions
|
||||||||
|
Non-current other receivables
|
|
|
||||||
|
Current trade and other receivables
|
||||||||
|
Trade receivables
|
|
|
||||||
|
Other receivables
|
||||||||
|
Insurance recoveries (see also Note 15)
|
|
|
||||||
|
Government institutions
|
|
|
||||||
|
Prepaid expenses
|
|
|
||||||
|
Other receivables (*)
|
|
|
||||||
|
|
|
|||||||
|
|
|
|||||||
(*) As at December 31, 2022, mainly includes interest receivables and receivables related to vessel owners.
The Group’s exposure to credit and market risks is disclosed in Note 29.
| (b) |
Factoring facility
|
In August 2019, the Company entered into a revolving arrangement with a financial institution, for the recurring sale of portion of receivables, designated by the Company, for an aggregated amount of up to US$ 100 million. The true sale of the receivables under this arrangement meets the conditions for derecognition of financial assets as prescribed in IFRS 9 (Financial Instruments).
As at December 31, 2022 and 2021, no
F - 43
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 9 |
Other investments
|
|
2022
|
2021
|
|||||||
|
US $ in millions
|
||||||||
|
Non-current investments
|
||||||||
|
Financial instruments and other financial assets at fair value through other comprehensive income (*)
|
|
|
||||||
|
Financial assets at fair value through profit or loss (*)
|
|
|
||||||
|
Other
|
|
|
||||||
|
|
|
|||||||
|
Current investments
|
||||||||
|
Bank deposits and other financial assets at amortized cost
|
|
|
||||||
|
Financial assets at fair value through profit or loss (*)
|
|
|
||||||
|
Financial instruments at fair value through other comprehensive income (*)
|
|
|
||||||
|
|
|
|||||||
(*) See also Note 29(b) in respect of the Group’s exposure to credit, currency, interest rate and fair value risks related to investments.
Bank deposits at amortized costs bare average interest of 5.1 % (2021: 0.6 %) and mature in 2023. Debt securities at fair value through other comprehensive income bare average interest of 3.3 % and mature in a weighted average of 2.0 years.
10 Cash and cash equivalents
|
|
2022 |
2021 |
||||||
|
|
US $ in millions |
|||||||
|
Bank balances and cash in hand |
|
|
||||||
|
Demand deposits |
|
|
||||||
|
|
|
|
||||||
| The Group’s exposure to interest rate risk and a sensitivity analysis for financial liabilities is disclosed in Note 29. |
F - 44
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 11 |
Capital and reserves
|
| (a) |
Share capital
|
In December 2020, the General meeting of the Company’s shareholders approved, subject to the consummation of the Company’s initial public offering (IPO), effective immediately prior to such offering, to revise the Company’s ordinary shares to have no par value, as well as to carry out a share split of 1:10 , in the form of issuing benefit shares (nine ordinary shares to be issued for each existing ordinary share).
In February 2021, the Company completed its initial public offering of 15,000,000 ordinary shares (including shares issued upon the exercise of the underwriters’ option), at an offering price of US$ 15.00 per share, for gross consideration of $225 million ($204 million, after deducting underwriting discounts and commissions and other offering costs). Accordingly, these financial statements reflect the abovementioned share split retrospectively, in all presented periods.
|
2022
|
2021
|
|||||||
|
Number of ordinary shares (issued and paid up):
|
||||||||
|
Balance at the beginning of the year
|
|
|
||||||
|
Issued in consideration of cash (public offering)
|
|
|||||||
|
Exercise of share options (cashless)
|
|
|
||||||
|
Balance at the end of the year
|
|
|
||||||
As at December 31, 2022 the authorized share capital is comprised of 350,000,001 ordinary shares, with no par value. The holders of ordinary shares are entitled to receive dividends when declared and are entitled to one vote per share at meetings of the Company. All shares rank equally in respect to interests in the Company, including in respect to the Company’s residual assets, except as disclosed in (b) below.
In respect of dividends distributed during 2022, see Note 1(b).
| (b) |
Special State Share
|
The issued and paid-up share capital includes one share which is a Special State Share.
In the framework of privatizing the Company, as concluded in February 2004, all the State of Israel's holdings in the Company (about 48.6 %) were acquired by The Israel Corporation (as later transferred to Kenon holdings Ltd.) pursuant to the related agreement. As part of the process, the Company allotted to the State of Israel a Special State Share, so that it could protect the vital interests of the State.
F - 45
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11 Capital and reserves (cont’d)
On July 14, 2014 the State and the Company have reached a settlement agreement (the “Settlement Agreement”) that has been validated as a judgment by the Supreme Court. The Settlement Agreement provides, inter alia, that the following arrangement shall apply: State’s consent is required to any transfer of the shares in the Company which confers on the holder a holding of 35 % and more of the Company’s share capital. In addition, any transfer of shares which confers on the holders a holding exceeding 24 % but not exceeding 35 %, shall require a prior notice to the State. To the extent the State determines that the transfer involves a potential damage to the State’s security or any of its vital interests or if the State did not receive the relevant information in order to formulate a decision regarding the transfer, the State shall be entitled to inform, within 30 days , that it objects to the transfer, and it will be required to reason its objection. In such an event, the transferor shall be entitled to approach a competent court on this matter.
The Special State Share is non-transferable; its rights are described in the new Company’s Articles of Association.
Except for the rights attached to the said share, it does not confer upon its holder voting rights or any share capital related rights.
| (c) |
Share-Based Payment Arrangements
|
2018 Grant
During 2018 the Company granted certain senior managers with share options (see also Note 13(i)), according to the below terms (also reflecting the above-mentioned share split):
During 2018 the Company granted certain senior managers with share options (see also Note 13(i)), according to the below terms (also reflecting the above-mentioned share split):
|
Grant date
|
Instrument terms
|
Number of instruments
|
Vesting Terms
|
Contractual life
|
||||
|
June 30, 2018
|
Each option is exercisable into one ordinary share, at the exercise price of the share on the grant date, adjusted to future dividends.
|
|
|
|
| The weighted average of the options’ fair value, measured using the Black-Scholes model, and the related measurement inputs used, were as below: |
|
Fair value
|
USD
|
|
|
Share price on grant date
|
USD
|
|
|
Exercise price
|
USD
|
|
|
Expected volatility
|
|
|
|
Expected life
|
|
|
|
Expected dividends
|
|
|
|
Risk-free interest rate
|
|
F - 46
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11 Capital and reserves (cont’d)
In December 2021, the Company’s Board of Directors, as well as the General meeting of the Company’s shareholders, approved the vesting acceleration of the then remaining unvested options, according to which all such options became fully vested on or prior to December 13, 2021. As at December 31, 2022, all options were exercised.
During 2021, further to prior approvals of the Company’s Compensation committee, Audit committee and Board of Directors, and concurrently with the consummation of the Company’s initial public offering, the Company granted a senior member of the Company’s Management with options exercisable to its ordinary shares, according to the below terms:
|
Grant date
|
Instrument terms
|
Number of instruments
|
Vesting Terms
|
Contractual life
|
||||
|
January 27, 2021
|
Each option is exercisable into one ordinary share, at the exercise price per the offering price of US$
|
|
|
|
| The weighted average of the options’ fair value, measured using the Black & Scholes model, and the related measurement inputs used, were as below: |
|
Fair value
|
USD
|
|
|
Share price on grant date
|
USD
|
|
|
Exercise price
|
USD
|
|
|
Expected volatility
|
|
|
|
Expected life
|
|
|
|
Expected dividends
|
|
|
|
Risk-free interest rate
|
|
F - 47
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11 Capital and reserves (cont’d)
During 2022, the Board of Directors approved grants of share options to officers, directors and employees, as detailed below:
|
Granted in
|
Number of instruments
|
Instrument terms
|
Vesting terms
|
Contractual life
|
||||
|
March 2022
|
|
Each option is exercisable into one ordinary share on a cash-less basis.
|
These options shall vest upon the first, second, third and fourth anniversary, in four equal instalments of
|
|
||||
|
May 2022 |
||||||||
|
August 2022 |
| The weighted average of the options’ fair value, measured using the Black & Scholes model, and the related measurement inputs used, were as below: |
|
Granted in
|
March 2022
|
May 2022
|
August 2022
|
|
|
Fair Value
|
USD
|
USD
|
USD
|
|
|
Share price on grant date
|
USD
|
USD
|
USD
|
|
|
Exercise price
|
USD
|
USD
|
USD
|
|
|
Expected volatility
|
|
|
|
|
|
Expected life
|
|
|
|
|
|
Expected dividends
|
|
|
|
|
|
Risk-free interest rate
|
|
|
|
Reconciliation of outstanding share options
|
2022
|
2021
|
|||||||||||||||
|
Issuable
shares
|
Weighted
average
exercise
price
|
Issuable
shares
|
Weighted
average
exercise
price
|
|||||||||||||
|
Outstanding at the beginning of the period
|
|
|
|
|
||||||||||||
|
Granted during the period
|
|
|
|
|
||||||||||||
|
Exercised during the period
|
(
|
)
|
|
(
|
)
|
|
||||||||||
|
Fortified during the period
|
(
|
)
|
||||||||||||||
|
Outstanding at the end of the period
|
|
|
|
|
||||||||||||
|
Exercisable at the end of the period
|
|
|
||||||||||||||
F - 48
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11 Capital and reserves (cont’d)
Options’ exercise price is adjusted in respect of dividend distributions.
The weighted average share price at the date of exercise for share options exercised in 2022 was US$
The weighted average contractual life of the outstanding options as of December 31, 2022 was 4.10 years.
During the year ended December 31, 2022, 2021 and 2020, the Company recorded expenses related to share-based compensation arrangements (including in respect of accelerated vesting of options) of US$ 25.8 million, US$ 20.8 million and US$ 0.5 million, respectively.
| (d) |
Earnings per share
|
Basic and diluted earnings per share
|
2022
|
2021
|
2020
|
||||||||||
|
US $ in millions
|
||||||||||||
|
Profit attributable to ordinary shareholders used to calculate basic and diluted earnings per share (US $ in millions)
|
|
|
|
|||||||||
|
Number of outstanding shares at the beginning of the period used to calculate basic earnings per share
|
|
|
|
|||||||||
|
Effect of shares issued
|
|
|||||||||||
|
Effect of share options
|
|
|
||||||||||
|
Weighted average number of ordinary shares used to calculate basic earnings per share
|
|
|
|
|||||||||
|
Effect of share options
|
|
|
|
|||||||||
|
Weighted average number of ordinary shares used to calculate diluted earnings per share
|
|
|
|
|||||||||
| In the year ended December 31, 2022, options for |
F - 49
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12 Loans and other liabilities
This Note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate, foreign currency and liquidity risk, see Note 29.
| (a) | The loans and other liabilities are as follows: |
|
2022
|
2021
|
|||||||
|
US $ in millions
|
||||||||
|
Non-current liabilities
|
||||||||
|
Loans from financial institutions
|
|
|
||||||
|
Loan from shipyard
|
|
|||||||
|
Other loans and liabilities
|
|
|
||||||
|
Derivative instrument
|
|
|||||||
|
|
|
|||||||
|
Current liabilities
|
||||||||
|
Current portion of loans from financial institution
|
|
|
||||||
|
Current portion of other loans and liabilities
|
|
|
||||||
|
|
|
|||||||
|
Short-term borrowings
|
|
|
||||||
|
|
|
|||||||
See also Note 1(b)(4) with respect to the early repayment of the Company’s loan from shipyard (Tranche-E) and Note 29(a)(2) with respect to the contractual maturities of financial liabilities.
See also Note 7(b) with respect to lease liabilities.
Securing assets
As security for certain long-term bank loans and other long-term loans and liabilities, liens have been registered on certain assets, including the insurance rights and the generated revenues related to such assets.
| (b) | Terms and debt repayment schedule |
Terms and conditions of outstanding loans are as follows:
|
December 31, 2022
|
|||||||||||||||||
| Effective |
Year of
|
Carrying
|
|||||||||||||||
|
Currency
|
interest (2)
|
Maturity
|
Face value
|
Amount
|
|||||||||||||
|
US $ in millions
|
|||||||||||||||||
|
Long-term loans
|
US$
|
(*)
|
%
|
2023-2030
|
|
|
|||||||||||
|
Long-term liabilities
|
US$
|
2023-2032
|
|
|
|||||||||||||
|
Short-term credit from banks (3)
|
US$
|
|
%
|
2023
|
|
|
|||||||||||
|
|
|
||||||||||||||||
F - 50
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12 Loans and other liabilities (cont’d)
(b) Terms and debt repayment schedule (cont’d)
|
December 31, 2021
|
|||||||||||||||||
| Effective |
Year of
|
Carrying
|
|||||||||||||||
|
Currency
|
interest (2)
|
Maturity
|
Face value
|
Amount
|
|||||||||||||
|
US $ in millions
|
|||||||||||||||||
|
Long-term loans:
|
|||||||||||||||||
|
Tranche E (1)
|
US$
|
|
%
|
2026
|
|
|
|||||||||||
|
Other
|
US$
|
(*)
|
%
|
2022-2026
|
|
|
|||||||||||
|
Long-term liabilities
|
US$
|
2022
|
|
|
|||||||||||||
|
Short-term credit from banks (3)
|
US$
|
|
%
|
2022
|
|
|
|||||||||||
|
|
|
||||||||||||||||
(*)Weighted average.
See also Note 7(b) with respect to lease liabilities.
| (1) | Tranche E was originally issued in the framework of the Company’s 2014 debt restructuring as an unsecured loan payable on 2026. In November 2022, the Company entered into an agreement and early repaid its entire outstanding balance for a total consideration of US$ |
| (2) | The effective interest rate is the rate that discounts estimated future cash payments or receipts through the contractual life of the financial instrument to its net carrying amount, and it does not necessarily reflect the contractual interest rate. |
| (3) |
Includes US$ |
(c) Financial covenants
As at December 31, 2022, the Company complies with all its covenants. According to these consolidated Financial Statements, the Company’s liquidity, as defined in the related agreements, amounts to US$
F - 51
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12 Loans and other liabilities (cont’d)
| (d) | Movement in liabilities deriving from financing activities |
|
Loans and
other
Liabilities
|
Lease
Liabilities
|
|||||||
|
Balance as at January 1, 2022
|
|
|
||||||
|
Changes related to financing cash flows:
|
||||||||
|
Receipt of long-term loans and other long-term liabilities
|
|
|||||||
|
Repayment of borrowings and lease liabilities
|
(
|
)
|
(
|
)
|
||||
|
Change in short-term loans
|
(
|
)
|
||||||
|
Additional Leases
|
|
|||||||
|
Modifications
|
|
|||||||
|
Other Changes (*)
|
|
(
|
)
|
|||||
|
Balance as at December 31, 2022
|
|
|
||||||
|
(*) Mainly includes revaluation of derivative and adjustments in respect of estimated cashflows. |
|
Loans and other liabilities
|
||||||||||||
|
Loans and other
Liabilities
|
Debentures
|
Lease
Liabilities
|
||||||||||
|
Balance as at January 1, 2021
|
|
|
|
|||||||||
|
Changes related to financing cash flows:
|
||||||||||||
|
Receipt of long-term loans and other long-term liabilities
|
|
|||||||||||
|
Repayment of borrowings and lease liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Change in short-term loans
|
(
|
)
|
||||||||||
|
Additional Leases
|
|
|||||||||||
|
Modifications
|
|
|||||||||||
|
Other Changes (*)
|
|
|
(
|
)
|
||||||||
|
Balance as at December 31, 2021
|
|
|
||||||||||
|
|
(*) Mainly includes discount amortization, adjustments in respect of estimated cashflows and accrual of PIK interest. |
F - 52
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13 Employee benefits
| (a) | Composition |
| 2022 | 2021 | |||||||
|
US $ in millions |
||||||||
|
Presented as non-current liabilities:
|
||||||||
|
Present value of obligations (see section (f) below)
|
|
|
||||||
|
Fair value of the plan assets (see section (f) below)
|
(
|
)
|
(
|
)
|
||||
|
Recognized liability for defined benefit obligations
|
|
|
||||||
|
Termination benefit-liability for early retirement
|
|
|
||||||
|
Other long-term benefits
|
|
|
||||||
|
Non-current
|
|
|
||||||
|
Presented as current liabilities:
|
||||||||
|
Liability for annual leave
|
|
|
||||||
|
Current portion of liability for early retirement
|
|
|
||||||
|
Current (Note 14)
|
|
|
||||||
|
Total employee benefits
|
|
|
||||||
| (b) | Defined contribution pension plans | |
| According to the Israeli Severance Pay Law - 1963, an employee who is dismissed, or who reaches the retirement age, is entitled to severance payments, in a sum equal, in essence, to 8⅓% of his last monthly salary multiplied by the actual months of employment (hereinafter – “Severance Obligation”). The Severance Pay Law allows employers to be relieved from part or all of the Severance Obligation by making regular deposits to pension funds and insurance companies, if it is approved (beforehand) by a relevant regulation or Collective Agreement. | ||
|
The Group makes regular deposits to pension funds and insurance companies. With respect to some of its employees, the Group makes such payments replacing its full Severance Obligation regarding those employees and, therefore, treats those payments as if they were payments to a defined contribution pension plan. With respect to most of the other employees, the Group makes such payments replacing only ( |
| (c) | Defined benefit pension plan |
| (i) | The post-employment liability included in the statement of financial position represents the balance of liabilities not covered by deposits and/or insurance policies in accordance with the existing labour agreements, the Severance Pay Law and the salary components which Management believes entitle the employees to receipt of compensation. To cover their pension and severance liabilities, the Company and certain of its subsidiaries make regular deposits with recognized pension and severance pay funds in the employees’ names and purchase insurance policies. |
F - 53
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13 Employee benefits (cont’d)
| The reserves in compensation funds include accrued linkage differentials (for Israeli CPI) and accrued interest and are deposited in banks and insurance companies. Withdrawal of the reserve monies is contingent upon fulfilment of detailed provisions in the Severance Pay Law. |
| (ii) | Group retirees receive, in addition to the pension payments, benefits which consist mainly of a holiday gift and vouchers. The Group’s liability in respect of these costs accumulates during the employees’ service period. The contractual costs are in respect of the post-employment period, based on an actuarial calculation for existing retirees and for the serving employees entitled to this benefit according to their contractual retirement age. |
| (d) | Other long-term employee benefits |
|
(i) |
Provision for annual absence |
|
|
Under labour agreement, employees retiring on pension are entitled to certain compensation in respect of unutilised annual absence. The provision was measured based on actuarial calculations. The actuarial assumptions applied include those noted in section (g) below, as well as assumptions based on the Group’s experience according to the likelihood of payment of annual absence pay at retirement age. |
|
(ii) |
Company participation in education fees for children of employees studying in higher educational institutions |
|
|
Under the labour agreement, employees are entitled to the participation of the Company in education fees for their children. The provision was measured based on actuarial calculations, by applying actuarial assumptions included in section (g) below, as well as assumptions based on the Company’s experience according to the likelihood of payment of educational fees. |
| (e) | Benefits in respect of voluntary early retirement | |
|
According to agreements reached with certain employees who retired early, these employees are entitled to a pension from the Group until they reach regular retirement age. A provision, computed based on the present value of the early retirement payments, is included in the Consolidated Statement of Financial Position. |
| (f) | Movement in the present value of the defined benefit pension plan obligation |
|
2022
|
2021
|
|||||||
|
US $ in millions
|
||||||||
|
Defined benefit obligation at January 1
|
|
|
||||||
|
Benefits paid by the plan
|
(
|
)
|
(
|
)
|
||||
|
Current service cost and interest
|
|
|
||||||
|
Foreign currency exchange changes in plan measured in a currency
|
||||||||
|
different from the entity’s functional currency
|
(
|
)
|
|
|||||
|
Actuarial gains recognized in other comprehensive income
|
(
|
)
|
(
|
)
|
||||
|
Defined benefit obligation at December 31
|
|
|
||||||
F - 54
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13 Employee benefits (cont’d)
|
2022
|
2021
|
|||||||
|
US $ in millions
|
||||||||
|
Fair value of plan assets at January 1
|
|
|
||||||
|
Contribution paid by the Group
|
|
|
||||||
|
Benefits paid by the plan
|
(
|
)
|
(
|
)
|
||||
|
Return on plan assets
|
|
|
||||||
|
Foreign currency exchange changes in plan measured in a currency
|
||||||||
|
different from the entity's functional currency
|
(
|
)
|
|
|||||
|
Actuarial gains (loss) recognized in other comprehensive income
|
(
|
)
|
|
|||||
|
Fair value of plan assets at December 31
|
|
|
||||||
| Plan assets composition |
|
|
|
2022
|
2021
|
|||||||
|
US $ in millions
|
||||||||
|
Equity instruments
|
|
|
||||||
|
Debt instruments
|
|
|
||||||
|
Cash and deposits
|
|
|
||||||
|
Other
|
|
|
||||||
|
|
|
|||||||
| (g) | Actuarial assumptions | |
|
The principal actuarial assumptions at the reporting date: |
| (i) | Annual resignation and dismissal rates were determined on the basis of the past experience of the Group; for employees of the Company the resignation rate is estimated between |
| (ii) | The relevant discount rates are as follows: |
|
|
2022 |
2021 |
2020 |
|||||||||
|
Early retirement |
|
% |
|
% |
|
% |
||||||
|
Annual absence |
|
% |
|
% |
|
% |
||||||
|
Tuition fees |
|
% |
|
% |
|
% |
||||||
|
Defined benefit plan |
|
% |
|
% |
|
% |
||||||
F - 55
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13 Employee benefits (cont’d)
| (iii) | Assumptions regarding future benefits growth were made based on the Group’s experience and management’s assessments. For employees, the average future annual salary growth rate applied in 2022, 2021 and 2020 ranged between
|
|
|
Assumptions regarding future mortality are based on published statistics and mortality tables. |
|
(iv) |
The overall long-term annual rate of return on assets applied in 2022, 2021 and 2020 ranged between |
| (v) | Sensitivity analysis |
| Reasonably possible changes to one of the relevant actuarial assumptions, assuming other assumptions constant, would have affected the defined benefit obligation by the amounts below: |
|
|
Defined benefit obligation |
|||||||
|
|
At December 31, 2022 |
|||||||
|
|
Increase |
Decrease |
||||||
|
|
US $ in millions |
|||||||
|
Discount rate ( |
( |
) |
|
|||||
|
Future benefit growth ( |
|
( |
) |
|||||
| As at December 31, 2022, the weighted average duration of the defined benefit obligation was |
|
| In 2023, the Group expects to pay about approximately US$ |
| (h) | The Company’s Board of Directors approved compensation plans for the Company's employees and management (the "Plans"), payable as cash bonuses, in respect of each of the years 2022, 2021 and 2020. The bonuses under the Plans were subject to the satisfaction of certain pre-conditions, such as profitability and minimum EBITDA, while the actual bonus payable to each participant under the Plans is based on each participant's meeting of certain key performance indicators (determined based on the overall performance of the Company and the individual performance of each participant). The accrual for bonuses is presented within the current liabilities. |
F - 56
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13 Employee benefits (cont’d)
| (i) | During the second half of 2018, the Company’s Board of Directors approved the adoption of a share option plan that allows for the grant of options to purchase ordinary shares of the Company, as well as specific grants to certain members of management, which constitute less than |
|
During 2020 the Company's Board of Directors approved the adoption of the 2020 share incentive plan, pursuant to which the Company may grant share-based awards. According to such plan, the awards will vest in the course of a four years period. Vested awards will be exercisable on a “cashless basis”, expiring on the fifth anniversary of their grant date, subject to early termination and acceleration provisions. The Company’s Board of directors further approved the reservation of a maximum aggregate number of |
|
| In respect of options to purchase ordinary shares, granted further to the above-mentioned plans, see Note 11(c). |
14 Trade and other payables
|
|
2022 |
2021 |
||||||
|
|
US $ in millions |
|||||||
|
Trade payables |
|
|
||||||
|
Other payables |
||||||||
|
Salaries and related payables |
|
|
||||||
|
Provision for annual leave and early retirement (see Note 13(a)) |
|
|
||||||
|
Government institutions |
|
|
||||||
|
Accrued interest |
|
|
||||||
|
Accrued expenses |
|
|
||||||
|
Advances from customers and others |
|
|
||||||
|
Payables and other credit balances |
|
|
||||||
|
|
|
|
||||||
|
|
|
|
||||||
All of the trade and other payables are contractual to be settled within one year or are repayable on demand.
The Group’s exposure to currency, liquidity and market risks related to trade and other payables is disclosed in Note 29.
F - 57
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15 Provisions
|
|
2022
|
|||
|
|
US $
in millions |
|||
|
Balance at the beginning of the year
|
|
|
||
|
Provisions added during the year
|
|
|
||
|
Provisions utilized during the year
|
|
(
|
) | |
|
Provisions reversed during the year
|
|
(
|
) | |
|
Balance at the end of the year
|
|
|
||
| Legal contingencies | |
| For legal matters addressed against the Group, see Note 27. | |
| Claims covered by insurance | |
| Claims covered by insurance represent mainly claims for damage to customers’ cargo that was shipped at the responsibility of the Company. The Company has agreements with insurance companies that indemnify it in respect of such damages (other than the deductible amounts provided in the insurance agreements). Regarding assets that were recognized in respect thereto, see Note 8, insurance recoveries. |
16 Income from voyages and related services
|
|
2022 |
2021 |
2020 |
|||||||||
|
|
US $ in millions |
|||||||||||
|
Shipping |
|
|
|
|||||||||
|
Other |
|
|
|
|||||||||
|
|
|
|
|
|||||||||
| See also Note 25 with respect to disaggregation of revenues by geographical trade zone. |
F - 58
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17 Operating expenses and cost of services
|
|
2022 |
2021 |
2020 |
|||||||||
|
|
US $ in millions |
|||||||||||
|
Wages, maintenance and other vessel operating costs |
|
|
|
|||||||||
|
Expenses relating to fleet equipment (mainly containers and chassis) |
|
|
|
|||||||||
|
Fuel and lubricants |
|
|
|
|||||||||
|
Insurance |
|
|
|
|||||||||
|
Expenses related to cargo handling |
|
|
|
|||||||||
|
Port expenses |
|
|
|
|||||||||
|
Agents’ salaries and commissions |
|
|
|
|||||||||
|
Cost of related services and sundry |
|
|
|
|||||||||
|
Slots purchase and hire of vessels |
|
|
|
|||||||||
|
Hire of containers |
|
|
|
|||||||||
|
|
|
|
|
|||||||||
18 Other operating income
|
|
2022 |
2021 |
2020 |
|||||||||
|
|
US $ in millions |
|||||||||||
|
Capital gain, net |
|
|
|
|||||||||
|
Sundry |
|
|
|
|||||||||
|
|
|
|
|
|||||||||
19 Other operating expenses
|
|
2022 |
2021 |
2020 |
|||||||||
|
US $ in millions |
||||||||||||
|
Impairment loss (recovery) |
|
( |
) | |||||||||
|
Sundry |
|
|
|
|||||||||
|
|
|
|
( |
) | ||||||||
F - 59
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
20 General and administrative expenses
|
|
2022 |
2021 |
2020 |
|||||||||
|
|
US $ in millions |
|||||||||||
|
Salaries and related expenses |
|
|
|
|||||||||
|
Office equipment and maintenance |
|
|
|
|||||||||
|
Depreciation and amortization |
|
|
|
|||||||||
|
Consulting, legal fees and insurance |
|
|
|
|||||||||
|
Travel and vehicle expenses |
|
|
|
|||||||||
|
Other |
|
|
|
|||||||||
|
|
|
|
|
|||||||||
21 Personnel expenses
|
|
2022 |
2021 |
2020 |
|||||||||
|
|
US $ in millions |
|||||||||||
|
Salaries and related expenses included in: |
||||||||||||
|
Operating expenses and cost of services |
|
|
|
|||||||||
|
General and administrative |
|
|
|
|||||||||
|
|
|
|
|
|||||||||
22 Depreciation and amortization expenses
|
|
2022 |
2021 |
2020 |
|||||||||
|
|
US $ in millions |
|||||||||||
|
Operating expenses |
|
|
|
|||||||||
|
General and administrative expenses |
|
|
|
|||||||||
|
|
|
|
|
|||||||||
F - 60
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23 Finance income and expenses
|
(a) |
Finance income |
|
|
2022 |
2021 |
2020 |
|||||||||
|
|
US $ in millions |
|||||||||||
|
Interest income on debt instruments at amortized cost |
|
|
|
|||||||||
|
Interest income on debt instruments at fair value through other comprehensive income |
|
|||||||||||
|
Gain from repurchase of debt |
|
|
||||||||||
|
Net foreign currency exchange rate differences |
|
|
||||||||||
|
|
|
|
|
|
||||||||
|
(b) |
Finance expenses |
|
|
2022 |
2021 |
2020 |
|||||||||
|
|
US $ in millions |
|||||||||||
|
Interest expenses |
|
|
|
|||||||||
|
Adjustments to financial liabilities in respect of estimated cashflows and repayments (*) |
|
|||||||||||
|
Loss reclassified on derecognition of investment in debt instruments at fair value through other comprehensive income |
||||||||||||
|
Net foreign currency exchange rate differences |
|
|
||||||||||
|
Impairment losses on trade and other receivables |
|
|
|
|||||||||
|
|
|
|
|
|||||||||
(*) In 2022, includes US$
F - 61
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
| 24 |
Income tax
|
| (a) |
Measurement of results for tax purposes
|
The Company measures its results for tax purposes in United States dollar, as stipulated by the relevant regulations.
The Company and its Israeli subsidiaries are taxed under the Israeli Income Tax ordinance – 1961, for which the relevant tax rate during the years 2020-2022 is
Non-Israeli subsidiaries are taxed under the laws in their countries of residence.
|
2022
|
2021
|
2020
|
||||||||||
|
US $ in millions
|
||||||||||||
|
Current tax expenses
|
||||||||||||
|
Current year
|
|
|
|
|||||||||
|
Taxes in respect of previous years
|
(
|
)
|
(
|
)
|
|
|||||||
|
|
|
|
||||||||||
|
Deferred tax expenses
|
||||||||||||
|
Origination and reversal of temporary differences
|
|
|
(
|
)
|
||||||||
|
Total income taxes in income statements
|
|
|
|
|||||||||
| (b) |
Reconciliation of effective tax rate
|
The reconciliation is based on the Company’s domestic tax rate.
|
2022
|
2021
|
2020
|
||||||||||
|
US $ in millions
|
||||||||||||
|
Profit for the year
|
|
|
|
|||||||||
|
Income taxes
|
|
|
|
|||||||||
|
Profit excluding income taxes
|
|
|
|
|||||||||
|
Income tax using the domestic corporation tax rate
|
|
|
|
|||||||||
|
Current year losses for which no deferred tax asset was recognized
|
|
|||||||||||
|
Utilization of carried forward tax losses for which no deferred tax assets were recognized
|
(
|
)
|
(
|
)
|
||||||||
|
Effect of tax rates in foreign jurisdictions
|
|
|
|
|||||||||
|
Non-deductible expenses
|
|
|
|
|||||||||
|
Effect of different tax rates on specific gains
|
|
(
|
)
|
|
||||||||
|
Effect of share of loss (profits) of associates
|
|
(
|
)
|
(
|
)
|
|||||||
|
Other
|
(
|
)
|
(
|
)
|
|
|||||||
|
|
|
|
|
|||||||||
F - 62
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24 Income tax (Cont’d)
(c) Deferred tax assets and liabilities
(i) Recognized deferred tax assets and liabilities
| Deferred tax assets and liabilities are attributable to the following: |
|
|
|
Assets |
|
Liabilities |
|
Net |
||||||||||||||||||
|
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
||||||||||||
|
|
|
US $ in millions |
||||||||||||||||||||||
|
Vessels, containers, |
|
|
|
|
|
( |
) |
( |
) |
|
( |
) |
|
( |
) |
|||||||||
|
Financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Employee benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Tax losses carry-forwards |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Other items |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
( |
) |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net deferred tax |
||||||||||||||||||||||||
|
assets (liabilities) |
|
|
|
|
|
( |
) |
( |
) |
|
( |
) |
|
( |
) | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net deferred tax assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Net deferred tax liabilities |
||||||||||||||||||||||||
|
of the financial position |
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) | ||||||||||
|
(*) |
In accordance with IsraeliIncome Tax Regulations, the Group is entitled to deduct depreciation for vessels and related equipment at a higher rate than recorded in its financial statements. |
(ii) Unrecognized deferred tax assets
On December 31, 2022 the group had carry forward tax losses in the amount of US$
Deferred tax assets in the amount of US$
F - 63
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24 Income tax (Cont’d)
(d) Movement in deferred tax assets and liabilities during the year
|
Vessels containers assets |
Financial instruments |
Employee |
Accumulated |
Other |
Total | |||||||||||||||||||
|
US $ in millions |
||||||||||||||||||||||||
|
Balance at January 1, 2022 |
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
( |
) | |||||||||
|
Recognized in profit or loss |
|
( |
) |
|
|
|
( |
) |
( |
) |
|
|
( |
) |
||||||||||
|
Recognized in other comprehensive income |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
||||||||||
|
Balance at December 31, 2022 |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||||||
|
Vessels containers assets |
Financial instruments |
Employee |
Accumulated |
Other |
Total |
|||||||||||||||||||
|
US $ in millions |
||||||||||||||||||||||||
|
Balance January 1, 2021 |
( |
) |
|
|
|
( |
) |
|
||||||||||||||||
|
Recognized in profit or loss |
( |
) |
( |
) |
|
( |
) |
|
( |
) | ||||||||||||||
|
Recognized in other comprehensive income |
|
|
|
|
( |
) |
( |
) | ||||||||||||||||
|
Balance December 31, 2021 |
( |
) |
|
|
|
( |
) |
( |
) | |||||||||||||||
| (e) | Tax assessments | |
|
The tax assessments of the Company through (and including) the year 2020 are considered to be final. |
F - 64
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25 Segment information
ZIM is managed as
The Group service lines share the use of its resources and their performance are co-dependent. Accordingly, the chief operating decision maker manages and allocates resources to the entire liner network. As there is no appropriate allocation for the Group’s results, assets and liabilities, these are all attributed to the Group’s sole operating segment.
| Freight revenues are disaggregated geographically by trade zone, reflecting the Group’s service, provided throughout its global network, as follows: |
|
|
2022 |
2021 |
2020 |
|||||||||
|
US $ in millions |
||||||||||||
|
Freight revenues from containerized cargo: |
||||||||||||
|
Pacific |
|
|
|
|||||||||
|
Cross-Suez |
|
|
|
|||||||||
|
Atlantic |
|
|
|
|||||||||
|
Intra-Asia |
|
|
|
|||||||||
|
Latin America |
|
|
|
|||||||||
|
|
|
|
|
|||||||||
|
|
||||||||||||
|
Other revenues (*) |
|
|
|
|||||||||
|
|
|
|
|
|||||||||
| (*) Mainly related to demurrage, value-added services and non-containerized cargo. |
F - 65
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26 Commitments
Commitments are mainly in respect of future leases, present short-term leases, purchase obligations and other service charges (mainly denominated in United States dollar).
As at December 31, 2022, the projected future payments are as follows:
|
Related party
|
Other
|
Total
|
||||||||||
|
US $ in millions
|
||||||||||||
|
2023
|
|
|
|
|||||||||
|
2024
|
|
|
|
|||||||||
|
2025
|
|
|
|
|||||||||
|
2026
|
|
|
|
|||||||||
|
2027 and thereafter
|
|
|
|
|||||||||
|
|
|
|
||||||||||
The above schedule includes the Company’s commitments in respect of the following chartering agreements:
In February 2021, the Company entered into a strategic agreement with Seaspan, for the long-term charter of
In July 2021, the Company entered into an additional strategic agreement with Seaspan, for the long-term charter of
Pursuant to each of the above-mentioned agreements, the Company will charter the vessels for a period of
See also Note 1(b) regarding additional agreements that the Company entered into during 2022 in respect of chartering vessels and purchasing liquified natural gas (LNG).
F - 66
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27 Contingencies
|
(a) |
The Group is involved in a number of legal matters, including applications to approve the filing of class actions, some of which may involve significant amounts. The developments and/or resolutions in some of such matters, including through either negotiations or litigation, are subject to a high level of uncertainty that cannot be reliably quantified at the reporting date. In addition, due to market conditions, regulators in certain jurisdictions have become more active in their regulatory oversight over our industry. |
| As at December 31, 2022, the total amount claimed with respect to legal matters, excluding those discloses below, as well as excluding claims in the ordinary course of business, which are covered by insurance (and in respect of which the Company has included a provision in the amount it is likely to bear, based on past experience) is approximately US$ |
||
| In addition, within the ordinary course of business, the Company and its subsidiaries provided guaranties, which as at December 31, 2022 amounted to approximately US$ |
|
(b) |
During 2017, the Company was served, together with another defendant, with an application to the Central District Court in Israel to approve the filing of class action in Israel, related to alleged breaches of competition laws in respect of carriage of vehicles form South-East Asia to Israel. The applicants estimated the total damage caused to the class of plaintiffs at a total of NIS |
|
(c) |
In one jurisdiction, courts ruled against shipping agencies operating in this jurisdiction in respect of alleged overcharging of local charges from customers, including a subsidiary of the Company. The shipping agencies (including the subsidiary) have appealed to the local Supreme Court against this ruling. The shipping agencies are conducting negotiations to achieve an out of court settlement. |
|
| (d) |
In January 2022, an industry-related investigation involving a subsidiary of the Company was initiated in a certain jurisdiction. Since then, there were no significant updates relating to this matter.
|
|
(e) |
During 2020, in a certain jurisdiction, a claim was filed against the Company, together with other carriers operating in that jurisdiction, regarding competition and commercial issues. The involved carriers jointly responded to the claim, as well as filed a motion for its dismissal which was later denied. Subsequently, the involved carriers have filed a motion for leave to file an appeal.
|
F - 67
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27 Contingencies (Cont’d)
| (f) |
During 2020, in a certain jurisdiction, the Company was served with a demand letter alleging the use by the Company of confiscated property in another jurisdiction for which the potential plaintiffs are allegedly entitled to compensation. Management, based on legal advice, believes it is more likely than not that this matter, if materialized to an asserted claim, will be rejected. |
|
|
(g) |
During 2021, the Company was served with a claim for an alleged patents infringement filed against it in the US. In March 2022, the plaintiff voluntarily withdrew his claim, thus resulting in the closure of the related proceedings. |
|
| (h) |
In September 2022, a certain customer filed a complaint against the Company with the Federal Maritime Commission (FMC), alleging that the Company overly charged certain demurrage, detention and storage fees, in violation of the applicable regulation.
|
|
| (i) |
In September 2022, following communications between the parties, the Company was approached by a state regulator in a certain jurisdiction indicating that the Company did not meet the local environmental regulation, including an initial informal assessment by that regulator as to the Company’s scope of liability, subject to Company’s possible counter arguments.
|
|
(j) |
The legal matters mentioned in sections (c), (d) and (e) above do not include a specific claimed amount, and/or, based on the Company’s legal advisors, the outcome of which, if any, can’t be assessed in this preliminary stage. Those matters, based on their alleged claims, regardless of their validity and merits, may each result in a potential exposure of tens of millions of US dollars. However, the developments and/or resolutions in such matters, including through either negotiations or litigation, are subject to significant level of uncertainty that cannot be reliably quantified at the reporting date. |
|
(k) |
Based on legal advice and management estimation, the Company included a provision in its financial statements, with respect to certain legal matters. |
F - 68
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28 Related parties
| The Group’s transactions with related parties as detailed below are mainly comprised of compensation to directors and key-management personnel, transactions with associates and transactions with entities which are controlled by or under joint control of those which retain significant influence over the Company. |
| (a) |
Associates: |
|
(i) |
Transactions: |
|
|
2022 |
2021 |
2020 |
||||||||||||||||
|
Note |
US $ in millions |
||||||||||||||||||
|
Other operating income |
18 |
|
|
|
|||||||||||||||
|
Operating expenses and cost of services |
17 |
|
|
|
|||||||||||||||
|
Finance income |
23(a) |
|
|||||||||||||||||
| (ii) |
Balances: |
|
|
|
2022 |
2021 |
|||||||||||||
|
Note |
US $ in millions |
|||||||||||||||
|
Trade and other receivables |
8 |
|
|
|||||||||||||
|
Trade and other payables |
14 |
|
|
|||||||||||||
(b) Key management personnel (*):
|
2022 |
2021 |
2020 |
||||||||||
|
US $ in millions |
||||||||||||
|
Short-term employee benefits |
|
|
|
|||||||||
|
Share-based compensation |
|
|
||||||||||
|
Long-term employee benefits |
|
|
|
|
|
|
||||||
|
(*) See also Notes 11(c), 13(h) and 13(i). |
F - 69
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
28 Related parties (cont’d)
(c) Other related parties (excluding those detailed in (a)-(b) above)
(i) Transactions:
|
|
2022 |
2021 |
2020 |
||||||||||||||||
|
Note |
US $ in millions |
||||||||||||||||||
|
Income from voyages and related services |
16 |
|
|
|
|||||||||||||||
|
Operating expenses and cost of services |
17 |
|
|
|
|||||||||||||||
|
Finance expenses |
23 (b) |
|
|
|
|
||||||||||||||
|
(ii) |
Transactions with directors: |
|
2022 |
2021 |
2020 |
||||||||||
|
US $ in millions |
||||||||||||
|
Directors fees |
|
|
|
|||||||||
|
Share-based compensation |
||||||||||||
|
(iii) |
Balances: |
|
|
|
|
2022 |
2021 |
|||||||||
|
Note |
US $ in millions |
|||||||||||
|
Trade and other receivables |
8 |
|
|
|||||||||
|
Trade and other payables |
14 |
|
|
|||||||||
|
Lease liabilities (*) |
7 |
|
|
|||||||||
(*) Includes lease liabilities for which the Group paid (principal and interest) US$ 64 million and US $70 million during the year ended December 31, 2022 and 2021 respectively.
(d) Transactions with relate parties were carried out in common market terms in the ordinary course of business. Regarding commitments to related parties, see also Note 26.
F - 70
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29 Financial risk management
Overview
The Group has exposure to the following risks, related to financial instruments:
|
▪
|
Credit risk
|
|
|
▪
|
Liquidity risk
|
|
|
|
|
|
|
▪
|
Market risk
|
| This Note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing such risks, as well as the Group’s management of its capital. Further quantitative disclosures are included throughout the Financial Statements. | |
| In order to manage these risks and as described hereunder, the group executes from time to time transactions of derivative financial instruments. | |
| The CFO has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Company’s Board of Directors has appointed the Audit Committee to deal with, among other issues, certain financial reporting aspects of the Group’s activities and monitoring the Group’s hedging policies. The Company’s Chief Executive Officer also appointed an Investment Committee to monitor the Company’s investing activities and compliance with its investment policy. The Investment Committee, chaired by the Company’s Chief Executive Officer, provides periodical updates to the Company’s Audit Committee and Board of Directors on its activities. |
(a) Financial risk
(1) Credit risk
Trade and other receivables
The Group’s exposure to credit risk is influenced by the individual characteristics of each significant customer. The demographics of the Group’s customer base, including the default risk of the industry and country, in which customers operate, has also an influence on credit risk.
The income of the Group is derived from cargo shipping and related services in different countries worldwide. The exposure to a concentration of credit risk with respect to trade receivables is limited due to the relatively large number of customers, wide geographic spread and the ability in some cases to auction the contents of the container, the value of which is most likely to be greater than the customer’s debt for the services provided with respect to such container.
The Group has established a credit policy under which each new credit customer is analyzed individually for creditworthiness before the Group’s standard payment and delivery terms and conditions are offered. The Group’s review includes financial analysis from external sources. Credit limits are established for each customer, representing its maximum outstanding balance, available upon approval by the relevant level of authorization. These limits are reviewed periodically, at least once a year. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a cash basis.
F - 71
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29 Financial risk management (cont'd)
(a) Financial risk (cont’d)
(1) Credit risk (cont’d)
Most of the Group’s customers have been transacting with the Group for a few years and losses have occurred infrequently. Trade and other receivables relate mainly to the Group’s wholesale customers. Customers that are graded as “high risk” are placed on a restricted customer list and future sales are made on a cash basis, unless otherwise approved by the credit committee.
In some cases, based on their robustness, customers are requested to provide guarantees.
Provisions for doubtful debts are made to reflect the expected credit losses related to debts whose collection is doubtful per management's estimation (see also Note 23(b)).
Investments
During the second half of 2021, the Company adopted a new investment policy in respect of its cash reserves, mainly comprised of investments in time deposits, fixed income instruments and liquidity funds, all of which denominated in US dollar, aiming to achieve diversification, while maintaining conservative credit risk, liquidity and capital preservation. According to such policy, the Company invests in Investment-Grade rated debt instruments, based on leading credit rating agencies. As of December 31, 2022, the weighted average duration of the Company’s investments in debt instruments was
Exposure to credit risk
Cash and cash equivalents and bank deposits – Deposits and cash balances at banks are primarily held at banks with a credit rating of at least BBB+.
Other investment instruments – carrying amount by credit rating:
|
2022
|
||||
|
US $ in millions
|
||||
|
AA- to AAA
|
|
|||
|
A- to A+
|
|
|||
|
BBB- to BBB+
|
|
|||
|
Total Outstanding
|
|
|||
Trade receivables
The carrying amount of financial assets represents the maximum credit exposure.
As at December 31, 2022 credit to customers in the amount of approximately US$
F - 72
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29 Financial risk management (cont’d)
(2) Liquidity risk
The Group monitors its level of cash and highly marketable investments to ensure sufficient liquidity to meet its obligations and expected needs, considering the Group’s short-term and long-term plans and forecasts.
The following are the contractual maturities of financial liabilities, including estimated interest payments:
|
December 31, 2022
|
|||||||||||||||||||||||||||
|
Carrying
|
Contractual
|
More than
|
|||||||||||||||||||||||||
|
amount
|
cash flows
|
0-1 years
|
1-2 years
|
2-5 years
|
5 years
|
||||||||||||||||||||||
|
Note
|
US $ in millions
|
||||||||||||||||||||||||||
|
Non-derivative financial liabilities
|
|||||||||||||||||||||||||||
|
Long-term loans and other liabilities
|
12(a)
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Lease liabilities
|
7(b)
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Short-term borrowings
|
12(a)
|
|
|
|
|
||||||||||||||||||||||
|
Trade and other payables
|
14
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||
|
December 31, 2021
|
|||||||||||||||||||||||||||
|
Carrying
|
Contractual
|
More than
|
|||||||||||||||||||||||||
|
amount
|
cash flows
|
0-1 years
|
1-2 years
|
2-5 years
|
5 years
|
||||||||||||||||||||||
|
Note
|
US $ in millions
|
||||||||||||||||||||||||||
|
Non-derivative financial liabilities
|
|||||||||||||||||||||||||||
|
Long-term loans and other liabilities
|
12(a)
|
|
|
|
|
|
|
||||||||||||||||||||
|
Lease liabilities
|
7
|
|
|
|
|
|
|
||||||||||||||||||||
|
Short-term borrowings
|
12(a)
|
|
|
|
|
||||||||||||||||||||||
|
Trade and other payables
|
14
|
|
|
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||
F - 73
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29 Financial risk management (cont’d)
(3) Market risk
(i) Currency risk
The Group is exposed to currency risk on purchases, receivables and payables where they are denominated in a currency other than the United States dollar.
The Group’s exposure to foreign currency risk was as follows based on notional amounts:
|
December 31, 2022
|
||||||||||||
|
US$
|
NIS
|
Others
|
||||||||||
|
US $ in millions
|
US $ in millions
|
US $ in millions
|
||||||||||
|
Non-current assets
|
||||||||||||
|
Other receivables
|
|
|
||||||||||
|
Other non-current investments
|
|
|
|
|||||||||
|
Current assets
|
||||||||||||
|
Other current investments
|
|
|
|
|||||||||
|
Trade and other receivables
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
|
|
|
|||||||||
|
Non-current liabilities
|
||||||||||||
|
Loans and other liabilities
|
(
|
)
|
(
|
)
|
||||||||
|
Lease liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Current liabilities
|
||||||||||||
|
Short term borrowings and current maturities
|
(
|
)
|
(
|
)
|
||||||||
|
Lease liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Trade and other payables
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
|
(
|
)
|
|
|||||||||
|
|
|
December 31, 2021
|
||||||||||||
|
US$
|
NIS
|
Others
|
||||||||||
|
US $ in millions
|
US $ in millions
|
US $ in millions
|
||||||||||
|
Non-current assets
|
||||||||||||
|
Other receivables
|
|
|
||||||||||
|
Other non-current investments
|
|
|
|
|||||||||
|
Current assets
|
||||||||||||
|
Other current investments
|
|
|
||||||||||
|
Trade and other receivables
|
|
|
|
|||||||||
|
Cash and cash equivalents
|
|
|
|
|||||||||
|
Non-current liabilities
|
||||||||||||
|
Loans and other liabilities
|
(
|
)
|
(
|
)
|
||||||||
|
Lease liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Current liabilities
|
||||||||||||
|
Short term borrowings and current maturities
|
(
|
)
|
(
|
)
|
||||||||
|
Lease liabilities
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
Trade and other payables
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
|
|
(
|
)
|
|
|||||||||
F - 74
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29 Financial risk management (cont’d)
(3) Market risk (cont’d)
(i) Currency risk (cont’d)
Sensitivity analysis
A
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Profit or loss
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US $ in millions
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December 31,2022
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December 31,2021
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A
(ii) Interest rate risk
The Group prepares a summary of its exposure to interest rate risk on a periodic basis.
At the reporting date, the interest rate profile of the Group’s interest-bearing financial instruments was:
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Carrying amount
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2022
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2021
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US $ in millions
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US $ in millions
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Fixed rate instruments
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Financial assets
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Financial liabilities (mostly lease liabilities)
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(
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)
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(
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Variable rate instruments
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Financial liabilities
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(
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)
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(
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)
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(
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)
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(
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)
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Fair value sensitivity analysis for fixed rate instruments
Fixed rate instruments accounted by the group at fair value through profit or loss are in immaterial amounts.
An increase (decrease) of 1% in the interest rate of fixed rate instruments accounted by the group at fair value through other comprehensive income would have result with an approximate decrease (increase) in equity of US$ 24 million, net of tax.
Cash flow sensitivity analysis for variable rate instruments
A 10% change in variable interest rates at the reporting date would not have significant influence over the Company’s equity and profit or loss (assuming that all other variables, in particular foreign currency rates, remain constant).
F - 75
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29 Financial risk management (cont’d)
(b) Fair value
(1) Financial instruments not measured at fair value
The carrying amounts of certain financial assets and liabilities, including cash and cash equivalents, trade and other receivables, bank deposits and other financial assets at amortized cost, trade and other payables and loans and other liabilities, reflect reasonable approximation of their fair value.
(2) Financial instruments measured at fair value
When measuring the fair value of an asset or a liability, the Company uses market observable data to the extent applicable. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
■ Level 1: quoted prices (unadjusted) in active markets for identical instruments.
■ Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.
■ Level 3: inputs that are not based on observable market data (unobservable inputs).
F - 76
ZIM INTEGRATED SHIPPING SERVICES LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
29 Financial risk management (cont’d)
(b) Fair value (cont’d)
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December 31,
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2022
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Investments in
sovereign bonds at fair value through other
comprehensive income
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Investments in
corporate bonds at fair value through other
comprehensive income
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Investments in equity
instruments at fair value through other
comprehensive income
|
Investments in equity
instruments at fair
value through profit and loss
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Derivative instrument
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US $ in millions
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Level 1 financial instruments carried at fair value
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Other investments:
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Current
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Non-current
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Level 3 financial instruments carried at fair value
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Non-current other investments
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Non-current loans and other liabilities
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(
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)
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(
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(
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)
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December 31,
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2021
|
||||||||||||||||
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Investments in
sovereign bonds at fair value through other
comprehensive income
|
Investments in
corporate bonds at fair value through other
comprehensive income
|
Investments in equity
instruments at fair value through other
comprehensive income
|
Investments in equity
instruments at fair value through profit and loss
|
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US $ in millions
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Level 1 financial instruments carried at fair value
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Other investments:
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Current
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Non-Current
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Level 3 financial instruments carried at fair value
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Other investments:
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Non-Current
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F - 77
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected TimetableItem 3. Key InformationItem 4. Information on The CompanyItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 6. Directors, Senior Management and EmployeesItem 7. Major Shareholders and Related Party TransactionsItem 8. Financial InformationItem 9. The Offer and ListingItem 10. Additional InformationItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16. [reserved]Item 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits