Global Ports Holding PLC (GPH) Global Ports Holding PLC:
Financial results for the fifteen months ended 31 March 2021
24-Aug-2021 / 07:41 GMT/BST Dissemination of a Regulatory
Announcement, transmitted by EQS Group. The issuer is solely
responsible for the content of this announcement.
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Global Ports Holding Plc
Financial results for the fifteen months ended 31 March 2021
Global Ports Holding Plc ("GPH" or "Group"), the world's largest
independent cruise port operator, today announces its audited
results for the fifteen months ended 31 March 2021.
12 months ended Dec 2019
Financial Summary 15 months ended Mar 2021
Restated10
Total Revenue (USDm) 1 79.4 70.4
Adjusted Revenue (USDm) 2 26.8 70.4
Cruise Revenue Ex IFRIC 12 (USDm)3 17.5 63.0
Commercial Revenue (USDm) 9.3 7.4
Segmental EBITDA (USDm) 4 1.2 46.1
Cruise EBITDA (USDm) 5 (1.7) 44.4
Commercial EBITDA (USDm) 2.9 1.7
Adjusted EBITDA (USDm)6 (6.7) 39.7
Operating Profit (USDm) (72.4) 1.9
Profit/(Loss) before tax (USDm) (122.7) (24.5)
Loss from continuing operations (107.6) (25.1)
Profit from discontinued operations 12.9 9.9
Profit/(Loss) after tax (USDm) (94.7) (15.2)
Underlying (loss)/profit for the period (USDm) 7 (11.1) 27.3
EPS (c) (148.4) (45.3)
Adjusted EPS (c) 8 (17.6) 43.5
DPS (c) n/a 19.9
Net Debt 378.3 389.1
Net Debt excluding IFRS 16 Finance Lease 312.4 324.3
Cash and cash equivalents 170.6 63.8
KPIs
Passengers (m PAX) 9 1.3 5.3
General & Bulk Cargo ('000 tons) 166.9 154.2
Container Throughput ('000 TEU) 60.4 48.2
Emre Sayin, Chief Executive Officer, said:
"The Covid-19 crisis has caused unprecedented disruption to
both, global economies and the global travel sector. The cruise
industry effectively shut down for the first time in its history.
However, GPH's flexible business model and our decisive actions to
reduce costs early in the crisis means we have successfully
navigated through this crisis.
Cruise volumes remain low versus historical standards, however
activity levels are increasing. In May 2021 there were just 48
cruise ships in service, in August 2021, this is expected to
accelerate to 190 cruise ships. GPH currently expects a steady
increase in cruise ship calls and passenger volumes over the
remainder of the year.
Looking further out, passenger demand remains high and I am
delighted that our recently completed financing agreement with
Sixth Street provides us with the financial flexibility to grow our
cruise port network as the industry emerges from the crisis."
Financial highlights
-- Total consolidated revenues were USD79.4m in the period.
Under IFRIC-12 the expenditure for certainconstruction activities
in Nassau is recognised as operating expenses and added with a
margin to the Group'srevenue. Excluding the impact of IFRIC-12
construction revenue, which has no impact on cash generation,
adjustedrevenue was USD26.8m. Management believe adjusted revenue
is a better indicator of the performance of the business.
-- Segmental EBITDA was USD1.2m and Adjusted EBITDA was
-USD6.7m. This relatively small loss at the AdjustedEBITDA level,
despite the near complete shutdown of our cruise ports for most of
the period, reflects the inherentflexibility of our business model
and the swift and decisive actions taken to reduce costs.
-- Excluding IFRIC-12 construction revenue, Cruise revenue was
USD17.5m, compared to USD63m during 2019 (whereno IFRIC-12
construction revenue was reported), reflecting the global shutdown
of the global cruise industry inresponse to the pandemic.
-- With the performance of Port Akdeniz reported as a
discontinued operation, commercial port operationsconsist of Port
of Adria only. Handling TEU Throughput of 60.4 thousand tonnes and
general cargo of 166.9 thousandtonnes, Commercial revenue was
USD9.3m and Commercial EBITDA was USD2.9m in the reporting
period.
-- The operating loss of USD72.4m in the period primarily
reflects the impact of Covid-19 on Adjusted EBITDAas well Specific
adjusting items. The operating loss is Adjusted EBITDA after
depreciation and amortisation ofUSD34.2m, of which USD25.1m is
amortisation of Port operating rights, and USD31.0m of Specific
adjusting items.
-- Loss from continuing operations was USD122.7m, after a tax
income principally due to a recognition ofdeferred tax assets, the
loss from continuing operations was USD107.6m. Profit from
discontinued operations wasUSD12.9m
-- Pre-IFRS 16 net debt was USD312.4m at 31 March 2021 compared
to USD324.3m at 31 December 2019. Pre-IFRS 16net debt is composed
of USD483.0m gross debt (USD388.2m as of 31.12.2019) less Cash
& cash equivalents of USD170.6m(USD63.8m)
Operating highlights
-- The unprecedented disruption to the global travel sector
caused by Covid-19 meant that the cruiseindustry and our cruise
ports effectively shut down in Q2 2020. While some ports and
regions reopened in the summerof 2020 it is only now in the summer
of 2021 that the industry is starting to meaningfully reopen. We
welcomed just1.3m passengers to our consolidated and managed ports
in the reporting period. The majority of these passengersarrived in
Q1 2020. Following the declaration of Covid-19 as a pandemic,
passenger volumes for the period 1 April2020 to 31 March 2021 were
only 69 thousand across the portfolio.
-- In January 2021, we announced the sale of Port Akdeniz to
QTerminals W.L.L. for an enterprise value ofUSD140m, effectively
creating a pure play cruise operator. As a result, our financial
results for the 15-monthreporting period and comparative period, is
reported excluding the impact of Port Akdeniz from the
consolidation.The performance of Port Akdeniz is shown as a
discontinued operation
-- After the end of the reporting period GPH entered into a
five-year, senior secured loan agreement for upto USD261.3m with
the leading global investment firm Sixth Street. The loan agreement
provides for two term loanfacilities, an initial five-year term
facility of USD186.3m and an additional five-year growth facility
of up toUSD75.0m, which will be used to provide flexible growth
capital for GPH to pursue expansion opportunities at adynamic
juncture in the global cruise industry.
-- After the signing of the new loan agreement, the net proceeds
of the initial facility, together withexisting cash resources, were
used to repay early the full outstanding amount of the 8.125%
senior unsecuredEurobond, due November 2021, issued by GPH's wholly
owned subsidiary Global Liman Isletmeleri A.S.
Outlook & current trading
By the end of the reporting period, only a small number of
cruise lines were operational, sailing limited itineraries in a
small number of geographic regions, including Asia and Europe.
However, there has been a significant increase in activity since
the end of the reporting period.
In May 2021, the CDC updated its policy on cruising, laying the
foundations for a return to cruising from US ports before the end
of June 2021. This was a watershed moment for the important North
American and Caribbean cruise markets. With cruise lines requiring
a 90-day lead time to get ships crewed and ready, the pick-up in
cruises from mainland US ports is expected to occur in August and
September.
This pick-up in activity can be seen in the planned itineraries
of the major cruise lines. According to Cruise Industry News, in
May 2021 there was just 48 cruise ships with a combined capacity of
just 51,070 passengers in service. In August 2021, this is expected
to accelerate to 190 cruise ships with a combined passenger
capacity of 276,336, marginally below 50% of the global fleet and a
150% increase from June.
Perhaps more importantly, demand for cruising remains strong,
with the major cruise lines continuing to report strong levels of
demand. From a GPH perspective, we continue to see new reservations
coming across most of our network and we are encouraged by the
current cruise line reservation trends for 2022.
Taranto is already expected to have a record year and the
pipeline of potential new cruise port opportunities is very
encouraging. The effective creation of a pure-play cruise port
operator and the signing a five-year loan agreement with growth
funding, means we look to the future with renewed optimism and
excitement.
Global Ports Holding will hold a capital markets presentation in
Q4 2021 in which it will present on the outlook for the business,
including financial expectations for the reporting period to end
March 2023.
Notes - For full definitions and explanations of each
Alternative Performance measures in this statement please refer to
the section at the end of this document. 1. All USD refers to
United States Dollar unless otherwise stated 2. Adjusted Revenue is
calculated as total revenue excluding IFRIC-12 revenue for Nassau
Cruise Port 3. Cruise Revenue is the sum of revenues of
consolidated and managed portfolio excluding IFRIC-12 revenuefor
Nassau Cruise Port 4. Segmental EBITDA is calculated as
income/(loss) before tax after adding back: interest;
depreciation;amortisation; unallocated expenses; and specific
adjusting items 5. EBITDA allocated to the Cruise segment is the
sum of EBITDA of consolidated cruise ports and pro-rata NetProfit
of equity accounted associates La Goulette, Lisbon, Singapore,
Venice and Pelican Peak, and the contributionfrom management
agreements 6. Adjusted EBITDA calculated as Segmental EBITDA less
unallocated (holding company) expenses 7. Underlying Profit is
calculated as profit / (loss) for the year after adding back:
amortisation expensein relation to Port Operation Rights, non-cash
provisional income and expenses, non-cash foreign
exchangetransactions and specific non-recurring expenses and
income. Adjusted earnings per share is calculated asunderlying
profit divided by weighted average number of shares 8. Adjusted
earnings per share is calculated as underlying profit divided by
weighted average number ofshares 9. Passenger numbers refer to
consolidated and managed portfolio consolidation perimeter, hence
it excludesequity accounted associate ports La Goulette, Lisbon
Singapore and Venice. 10. Comparative information has been
re-presented due to a discontinued operation.
For further information, please contact:
CONTACT
For investor, analyst and financial media enquiries: For media enquiries:
Global Ports Holding, Investor Relations Global Ports Holding
Martin Brown Ceylan Erzi
Telephone: +44 (0) 7947 163 687 Telephone: +90 212 244 44 40
Email: martinb@globalportsholding.com Email: ceylane@globalportsholding.com
A copy of this report will be available on our website
www.globalportsholding.com today from 0700hrs (BST).
Business Review
As the Covid-19 crisis that began in Asia during the first
quarter of the reporting period started to spread, we reacted
quickly. The Board and Senior Management took several significant
actions to protect the balance sheet, preserve cash, and secure the
long-term future of the Group.
Actions taken included employment measures such as work week,
salary and benefit reductions, where possible. A small redundancy
programme was also carried out. During the Reporting Period, the
Group benefited from various incentive and support schemes
announced by the governments in our countries of operation to help
alleviate the negative effects of the Covid-19 outbreak.
These schemes included programs such as partial payment of
employee costs and related tax liabilities by the government. We
also applied for short-term work allowances and took advantage of
opportunities such as postponing payments for social security
costs.
Flexible cost base
The seasonal nature of the cruise industry means that our cruise
ports have always contended with daily, weekly and monthly changes
in their resourcing needs. Therefore, our cost base has been
structured to be inherently flexible, with third parties and
contractors used to manage much of the volume related work across
our cruise and commercial ports. This means that most of our costs
rise and fall with volume, with third parties and contractors
utilised to best match each ports' resourcing needs day-to-day.
This outsourced model means that a high percentage of our costs
automatically expand and contract in line with activity levels. The
flexibility of this model played a pivotal role in protecting the
business and preserving cash during the Covid-19 crisis.
Our Cost of Sales, excluding depreciation and adjusted for the
change in cruise port perimeter (Antigua and Nassau only partially
accounted for in 2019) and excluding the impact of the discontinued
operations, contracted 47% - which compares to a revenue
contraction on the same basis of 73% compared to 2019. The extent
of the decline demonstrates the flexibility of our business model
and cost base.
Waivers and deferrals
In response to the shutdown of the cruise industry, we engaged
with our banking partners across the Group regarding our current
financial liabilities and covenant compliance, ultimately agreeing
on deferrals and waivers where needed.
Our banking and financing partners understood the unique nature
of Covid-19 and its impact on our business and demonstrated trust
in the long-term sustainability of the GPH cruise port business.
Some of the project finance facilities of the Group contain
maintenance covenants, and where required banks agreed to waive
covenant compliance at no cost to the Group. For some of the bank
loans at OpCo level our financing partners agreed to reduce the
debt service by allowing payment of interest in kind or the
deferral of debt service.
We also engaged with our port authority and local government
partners regarding our concession fee liabilities, agreeing on
several deferrals or waivers of concession fees.
Capital expenditure
All but essential capital expenditure was suspended across our
portfolio during the period, with only committed CAPEX at our new
ports in the Caribbean continuing. We invested USD16.0m in Antigua,
funded through the drawdown of a bank loan from a syndicate of
regional lenders.
In Antigua, the initial investment phase was completed in the
period, the port infrastructure has been expanded and the port now
has five berths, up from four. The new fifth pier means that once
planned dredging is complete, Antigua Cruise Port will be able to a
handle the largest cruise ships in the world.
In Nassau, we commenced the construction phase of the project
during the period, investing USD60.8m during the period. This
investment was funded by the USD124.5m proceeds of the bond
offering in June 2020. The marine works in Nassau are expected to
be completed by the end of calendar year 2021 and work recently
commenced on the second phase of the program, the landside
works.
The committed investments in Nassau Cruise Port are progressing
as planned. The financing of the remaining works will be provided
by additional debt and equity capital, to be raised as needed. As a
first step in June 2021, Nassau Cruise Port raised USD40m
additional non-recourse financing from an institutional US-based
investor, with a final maturity of 20 years.
Sale of Port Akdeniz
In January 2021, we completed the sale of Port Akdeniz to
QTerminals W.L.L. for an enterprise value of USD140m. After
deducting the net debt and debt-like items of Port Akdeniz, the
equity value was USD115m before transaction-related costs and
expenses, with QTerminals withholding USD11.5m which is expected to
be released in Q4-2021. The net cash inflow in the reporting period
for the Group after deducting expenses and costs related to the
sale, and net of cash disposed of was USD99.9m.
The disposal meant that GPH effectively became effectively a
pure-play global cruise port operator. The board is currently
considering its options regarding Port of Adria, the Group's
remaining commercial port, including a potential disposal.
New loan agreement and Eurobond refinancing
On 7 April 2021, the Company launched a tender offer for the
Eurobond notes, paying an average price of USD899.4 for each
USD1,000 principal of the notes, and spending USD44.7m in total,
reducing the outstanding nominal amount of the Eurobond to
USD200.3m at the time.
On 14 May 2021, the Company entered a five-year, senior secured
loan agreement for up to USD261.3m with the leading global
investment firm, Sixth Street. The loan agreement provides for
two-term loan facilities, an initial five-year term facility of
USD186.3m and an additional five-year growth facility of up to
USD75m.
In July 2021, the net proceeds of the initial facility, together
with existing cash resources, were used to redeem the outstanding
amount of the 8.125% Eurobond in full.
As part of the financing arrangement with Sixth Street and
following a General Meeting on 9 June 2021, the Company issued
warrants to Sixth Street representing 9.0% of GPH's fully-diluted
share capital exercisable for a subscription price equal to the
nominal value per share. The utilisation of the USD75m growth
facility will result in the issuing of warrants representing up to
an additional 3.75% on a fully diluted basis. The warrants will
become exercisable by Sixth Street upon certain specific events,
including the acceleration, repayment in full or termination of the
loan, de-listing of GPH or a change of control.
The additional five-year growth facility of up to USD75m
provides the financial flexibility to support our ambitions to be
the cruise port operator of choice for leading cruise port
stakeholders all over the world. We look forward to using this
capital to continue to expand the business and take advantage of
the current significant pipeline of growth opportunities.
Cruise - Review
15 months ended Mar 2021 12 months ended Dec 2019
Cruise Revenue (USDm) 70.1 63.0
Ex-IFRIC-12 Cruise Revenue (USDm) 17.5 63.0
Cruise Segmental EBITDA (USDm) (1.7) 44.4
Total Passengers (m) 1.3 5.3
Creuers (Barcelona and Malaga)
Cruise Revenue (USDm) 1.9 31.3
Cruise Segmental EBITDA (USDm) (2.7) 20.5
Nassau Cruise Port
Cruise Revenue (USDm) 58.8 2.5
Ex-IFRIC 12 Cruise Revenue (USDm) 6.2 2.5
Cruise Segmental EBITDA (USDm) 0.4 1.8
Valletta Cruise Port
Cruise Revenue (USDm) 4.2 13.9
Cruise Segmental EBITDA (USDm) 2.1 8.0
Ege Port
Cruise Revenue (USDm) 0.9 6.5
Cruise Segmental EBITDA (USDm) (0.4) 4.6
Antigua Cruise Port
Cruise Revenue (USDm) 2.8 1.8
Cruise Segmental EBITDA (USDm) 0.6 1.2
Other Cruise
Cruise Revenue (USDm) 1.5 7.1
Cruise Segmental EBITDA (USDm) (1.7) 8.3
-- We welcomed 1.3m passengers to our consolidated and managed
portfolio ports in the reporting period. Themajority of this
passenger volume was generated in Q1-2020 prior to the emergence of
Covid-19 as a global pandemic.Q1 of the calendar year is part of
the high season for our Caribbean ports in Nassau and Antigua,
which joined theGroup towards the end of 2019. After Covid-19 was
declared a pandemic, total traffic for the period 1 April 2020 to31
March 2021 was only 69 thousand passengers across the
portfolio.
-- Cruise revenue was USD70.1m, due to the application of
IFRIC-12 for Nassau Cruise Port the CAPEX incurredfor this project
is accounted for as operating expenses and revenue. In the
reporting period IFRIC-12 constructionrevenue increased Cruise
revenue by USD52.6m. The expenditure for the construction
activities is recognised asoperating expenses. IFRIC-12 has no
impact on cash generation. Excluding the impact of IFRIC-12
constructionrevenue Cruise revenue was USD17.5m, reflecting global
shutdown of the global cruise industry in response to
thepandemic.
-- Revenue during the first quarter 2020 was USD11.0m - despite
the near complete shut-down of the cruisetraffic during the
remainder of the Reporting Period, the Group still generated
USD6.5m of Cruise revenues.
-- Cruise EBITDA was -USD1.7m, this relatively modest EBITDA
loss reflects the flexible cost base inherent inthe business model
and the actions taken to reduce costs.
-- Successful bid for a 20-year concession for Taranto Cruise
Port, Italy. Shortly after the period end theconcession agreement
was signed and operations started.
-- Our joint venture partner, Baleària Group was selected for a
35-year concession for Valencia port, Spain,with GPH to manage the
cruise port operations. The final concession agreement for this
port is expected to besigned before the end of the current
period.
-- Despite the impact of Covid-19, our significant investment
plans for our new Caribbean ports continued.In June 2020, GPH
raised USD124.5m through a bond offering to invest in Nassau Cruise
Port and USD60.8m was investedinto Nassau Cruise Port in the
period, with the focus on the marine works, which will increase the
port's berthingcapacity. In Antigua USD16.0m was invested to
complete the fifth pier of the port.
-- Phase two of the Nassau Cruise Port project is now underway,
this phase will involve completing themarine works, which includes
material purchases, an expansion of the berthing capacity of the
port, and upgrades toexisting infrastructure. In 2021, phase two
will see the completion of the landside works, including the
newarrivals terminal and plaza, Junkanoo Museum, retail Market
Place, amphitheatre, and other food and beverage andentertainment
spaces. The project will also see the port integrated into Bay
Street with the expectation that itwill serve as a catalyst for the
wider development of downtown Nassau. Transforming not just Nassau
Cruise Portinto one of the iconic cruise destinations in the world
but also transforming the experience for cruise passengers,locals
and the cruise lines, while generating local jobs and driving
economic growth.
Commercial - Review
Commercial 15 months ended Mar 2021 12 months ended Dec 2019
Commercial Revenue (USDm) 9.3 7.4
Commercial Segmental EBITDA (USDm) 2.9 1.7
General Cargo ('000 tonnes) 166.9 154.2
Throughput ('000 TEU) 60.4 48.2
-- With the performance of Port Akdeniz reported as a
discontinued operation, commercial port operationsconsist of Port
of Adria only.
-- TEU Throughout 60.4 thousand tonnes and general cargo of
166.9 thousand tonnes
-- Commercial revenue was USD9.3m in the reporting period --
Commercial EBITDA of USD2.9m. compared to USD 1.7 million in 2019.
Covid 19 also impacted commercialvolumes at Port of Adria, not all
growth plans could be realised. Nevertheless, Port of Adria showed
a solidperformance with 34% growth in EBITDA compared to 2019
(adjusted for the different length of the two
reportingperiods).
-- As a result of the sale of Port Akdeniz and the effective
creation of a pure-play cruise port operator,the Board of Global
Ports Holding is considering its options in regard to Port of
Adria, including its potentialsale.
Financial Overview
Total consolidated revenues were USD79.4m in the period.
Excluding the impact of IFRIC-12 construction revenue, which has no
impact on cash generation, adjusted revenue was USD26.8m.
Management believe adjusted revenue is a better indicator of the
performance of the business.
Segmental EBITDA was USD1.2m and Adjusted EBITDA was -USD6.7m.
This relatively small loss at the Adjusted EBITDA level, despite
the near complete shutdown of our cruise ports for most of the
period, reflects the inherent flexibility of our business model and
the swift and decisive actions taken to reduce costs.
Cruise revenue was USD70.1m, excluding IFRIC-12 construction
revenue, Cruise revenue was USD17.5m, compared to USD63m during
2019, reflecting the impact of the global shutdown of the global
cruise industry in response to the pandemic.
With the performance of Port Akdeniz reported as a discontinued
operation, commercial port operations consist of Port of Adria
only. Commercial revenue was USD9.3m and Commercial EBITDA was
USD2.9m in the reporting period.
Unallocated expenses
Unallocated expenses, which consist of Holding Company costs,
were USD7.9m for the Reporting Period compared to USD6.4m for the
shorter Reporting Period for the year to end December 2019. In
addition, during 2019 the unallocated EBITDA included income from
management contracts.
Adjusted for the difference in months and excluding the impact
from management contracts, the Unallocated expenses declined 26%
reflecting the saving measures taken by management starting Q2-2020
partially offset by higher consulting expenses including audit
fees.
Operating loss
The operating loss of USD72.4m primarily reflects the impact of
Covid-19 on Adjusted EBITDA as well as increased Specific adjusting
items. The operating loss is Adjusted EBITDA after depreciation and
amortisation of USD34.2m, of which USD25.1m is amortisation of port
operating rights, and USD31.0m of specific adjusting items.
Specific adjusting items in operating loss
Specific adjusting items primarily reflects USD12.0m of
impairment losses related to Port of Adria and Venice Cruise Port,
USD11.1m of project expenses, which comprised of expenses for the
Eurobond refinancing including the proposed Scheme of Arrangement
and expenses for a major Caribbean project incurred mainly during
the early part of the Reporting Period and USD8.5m of
provisions.
Finance Costs
The Group's net finance charge in the Reporting Period was
USD50.8m compared to USD31.9m in 2019. In addition to the impact of
the longer reporting period, the increase was driven primarily by
an increase in non-cash foreign exchange losses. The Finance charge
of USD80.8m primarily comprised of a USD39.0m impact from TL
fluctuation against other currencies, which resulted in significant
non-cash losses, when revaluing the Eurobond debt as this was
issued by a Turkish Lira denominated, 100% owned subsidiary, along
with non-cash revaluations on Turkish entities foreign currency
dominated liabilities of USD1.2m and interest expense on loans and
borrowings of USD30.3m.
Finance income of USD30.0m compromised comprised a USD29.4m
impact of non-cash revaluations on Turkish entities foreign
currency dominated assets. Interest expenses of USD35.3m compares
to USD28.5m in 2019 an increase primarily driven by additional
borrowing at Nassau in form of the bond raised in June 2020 and
Antigua project finance loan drawdowns, offset by scheduled
repayment of other borrowings and the impact of discontinued
operations.
Taxation
The Group's effective tax rate was 13.2% for the Reporting
Period compared to 26.3% in 2019. Global Ports Holding is a
multinational group and is liable for taxation in multiple
jurisdictions worldwide. As a result of the loss before tax of
USD122.1m, the Group generates a tax income of USD15.1m, mainly
driven by a non-cash Deferred tax benefit, compared to a tax
expense of USD0.6m in 2019. The Group pays corporate tax due to
specific components being profitable; however, due to group tax
relief restrictions, losses created on other components cannot
necessarily be utilised at the consolidated level. On a cash basis,
the Group's income taxes paid amounted to USD0.4m compared to
USD3.8m in 2019.
Underlying loss for the period
Underlying loss for the period was USD11.1m primarily reflecting
the loss after tax adjusted for port operating rights amortisation
expense of USD25.1m, unhedged portion of investment hedging on
Global Liman USD39.0m, impairment losses of USD12.0m and non-cash
provisional expenses USD9.5m.
Earnings per share
The Group's Basic earnings per share from continuing operations
was a loss of -141.2c (FY 2019: 45.3c), this decrease is in line
with the decreases in loss/profit for the year attributable to
owners of the company to -USD80.3m. Underlying earnings per share
is underlying loss/profit divided by weighted average number of
shares. Adjusted earnings per share of was -17.6c.
Cash flow and investment
The group generated an Adjusted EBITDA USD-6.7m in the Reporting
Period. Change in working capital in the period generated a cash
inflow of USD24.5m, offset by other operating outflows of USD7.8m
which mainly comprised of cash portion of Project Expenses included
in Specific adjusting items, contributing to a positive Operating
cash flow of USD9.9m.
Net interest expense of USD31.4m, reflects the cash costs of the
outstanding gross debt mainly driven by the Eurobond of Global
Liman. Net capital expenditure including advances, primarily
reflects the continued investment into Antigua Cruise Port,
USD16.0m and Nassau Cruise Port, USD56.8m.
The change in Gross Debt due to cashflows of USD104.9m is mainly
due to successful issuance of the Nassau bond of USD124.5m during
the reporting period, offset by repayment of existing debt
outstanding in Nassau at the time. With respect to other
outstanding debt of the Group, the only other borrowing which has
shown a material increase during the reporting period is the
Antigua bank financing funding CAPEX in Antigua. Other borrowings
were repaid in line with their respective repayment profile.
Major positive cash contribution was derived from the sale of
Port Akdeniz (net inflow of USD99.9m excluding the deferred
compensation) and the positive cash flow generated from this port
until the sale closed of USD24.4m.
Cash flow (USDm) 15 months end Mar 2021
Operating (loss) /Profit (72.4)
Depreciation and Amortisation 34.2
Specific Adjusting Items 31.0
Share of (loss) / profit of equity-accounted investees 0.5
Adjusted EBITDA (6.7)
Working capital 24.5
Other (7.8)
Operating Cash flow 9.9
Net interest expense (31.4)
Tax paid (0.4)
Net capital expenditure incl. advances (93.7)
Free cash flow (115.7)
Investments (2.9)
Change in Gross Debt 104.9
Dividends 1.4
Disposals 99.9
Cash flow from discontinued operations 24.4
Net Cash flow 112.1
Debt
Gross debt at 31 March 2021 was USD548.9m compared to USD453.0m
at 31 December 2019. Excluding IFRS-16 finance leases gross debt at
31 March 2021 was USD483.0m compared to USD388.2m at 31 December
2019. The increase in the gross debt pre IFRS-16 finance lease
liabilities was primarily driven by the USD124.5m new bond issued
in Nassau for investment into the port and the drawdown on the
banking facility for invent investment into Antigua Cruise Port,
partially offset by scheduled repayment of other borrowings and the
sale of Port Akdeniz, which had USD34.3m of borrowings outstanding
as of 31 December 2019.
Pre-IFRS 16 net debt was USD312.4m at 31 March 2021 compared to
USD324.3m at 31 December 2019. This decrease was driven by the
movement in gross debt described above, more than offset by the net
proceeds from the sale of Port Akdeniz in the reporting period.
After period end, GPH refinanced the USD250m Eurobond due in
November 2021, through a combination of proceeds from Port Akdeniz
sale and a new five-year, senior secured loan agreement for up to
USD261.3m with the leading global investment firm Sixth Street. The
loan agreement provides for two term loan facilities, an initial
five-year term facility of USD186.3m and an additional five-year
growth facility of up to USD75.0m, which remains undrawn as of
today.
Dividend
In light of the significant impact of the Covid-19 outbreak on
the Group the board elected to suspend the dividend in March 2020.
Although the outlook is improving there continues to be significant
uncertainty, therefore the board will not be recommending the
payment of a final dividend for 2021 at the Company's forthcoming
AGM.
15 Month period ended Year ended
Note 31 March 2021 31 December 2019
(USD '000) (USD '000)
Restated*
Revenue 5 79,399 70,398
Cost of sales 6 (98,090) (48,152)
Gross (loss) / profit (18,691) 22,246
Other income 8 2,878 1,663
Selling and marketing expenses (1,622) (2,054)
Administrative expenses 7 (20,211) (13,063)
Impairment loss on trade receivables and contract assets (1,339) (300)
Other expenses 8 (33,369) (6,632)
Operating (loss) / profit (72,354) 1,860
Finance income 9 30,047 7,274
Finance costs 9 (80,814) (39,223)
Net finance costs (50,767) (31,949)
Share of (loss) / profit of equity-accounted investees 12 465 5,580
Loss before tax (122,656) (24,509)
Tax income / (expense) 15,061 (588)
Loss from continuing operations (107,595) (25,097)
Profit from discontinued operations 4 12,906 9,878
Loss for the period / year (94,689) (15,219)
(Loss) / Profit for the period / year attributable to:
Owners of the Company (80,313) (18,558)
Non-controlling interests (14,376) 3,339
(94,689) (15,219)
* Comparative information has been re-presented due to a
discontinued operation.
The accompanying notes form part of these financial
statements.
15 month period Year ended
ended
Note 31 December
31 March 2021 2019
(USD '000) (USD '000)
Other comprehensive income
Items that will not be reclassified subsequently
to profit or loss
Remeasurement of defined benefit liability (156) (40)
Income tax relating to items that will not be reclassified subsequently to 39 9
profit or loss
(117) (31)
Items that may be reclassified subsequently
to profit or loss
Foreign currency translation differences 65,014 14,774
Cash flow hedges - effective portion of changes in fair value 469 335
Cash flow hedges - realized amounts transferred to income statement (244) (246)
Equity accounted investees - share of OCI (872) --
Losses on a hedge of a net investment (45,209) (24,725)
19,158 (9,862)
Other comprehensive income / (loss) for the period / year, net of income 19,041 (9,893)
tax
Total comprehensive income / (loss) for the period / year (75,648) (25,112)
Total comprehensive income / (loss) attributable to:
Owners of the Company (64,987) (26,757)
Non-controlling interests (10,661) 1,645
(75,648) (25,112)
Basic and diluted earnings / (loss) per share
16 (127.8) (29.5)
(cents per share)
Basic and diluted earnings / (loss) per share
16 (148.4) (45.3)
(cents per share) - continuing operations
The accompanying notes form part of these financial
statements.
As at 31 March As at 31 December
Note 2021 2019
(USD '000) (USD '000)
Non-current assets
Property and equipment 10 126,858 130,511
Intangible assets 10 331,910 424,618
Right of use assets 18 87,469 81,123
Investment property 19 2,198 2,139
Goodwill 13,485 13,485
Equity-accounted investments 12 18,776 26,637
Due from related parties 20 8,125 6,811
Deferred tax assets 11,137 2,179
Other non-current assets 2,638 4,577
602,596 692,080
Current assets
Trade and other receivables 26,162 31,022
Due from related parties 20 324 771
Other investments 63 71
Other current assets 12,371 3,916
Inventories 903 1,393
Prepaid taxes 238 1,846
Cash and cash equivalents 13 170,599 63,780
210,660 102,799
Total assets 813,256 794,879
-
Current liabilities
15 295,200 62,691
Loans and borrowings
Other financial liabilities 2,925 4,536
Trade and other payables 39,236 21,367
Due to related parties 20 1,253 1,317
Current tax liabilities 157 2,725
Provisions 7,640 2,043
346,411 94,679
Non-current liabilities
Loans and borrowings 15 253,734 390,299
Other financial liabilities 55,249 50,394
Trade and other payables 12 --
Deferred tax liabilities 49,323 84,715
Provisions 21,221 18,175
Employee benefits 344 869
Derivative financial liabilities 399 485
380,282 544,937
Total liabilities 726,693 639,616
Net assets 86,563 155,263
Equity
Share capital 14 811 811
Legal reserves 14 6,014 13,144
Share based payment reserves 14 239 239
Hedging reserves 14 (41,951) (220,029)
Translation reserves 14 58,779 213,715
Retained earnings (12,151) 61,053
Equity attributable to equity holders of the Company 11,741 68,933
Non-controlling interests 74,822 86,330
Total equity 86,563 155,263
The accompanying notes form part of these financial
statements.
Share
Legal based Hedging Translation Retained Non-controlling Total
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves equity
Total
Balance at 1 January 811 13,144 239 (220,029) 213,715 61,053 68,933 86,330 155,263
2020
(Loss) / income for -- -- -- -- -- (80,313) (80,313) (14,376) (94,689)
the period
Other comprehensive
(loss) / income for -- -- -- (45,856) 61,299 (117) 15,326 3,715 19,041
the period
Total comprehensive
(loss) / income for -- -- -- (45,856) 61,299 (80,430) (64,987) (10,661) (75,648)
the period
Transactions with
owners of the
Company
Contribution and
distributions
Transfer to legal 14(b) -- (1,276) -- -- -- 1,276 -- -- --
reserves
Dividends 14(c) -- -- -- -- -- -- -- (237) (237)
Total contributions -- (1,276) -- -- -- 1,276 -- (237) (237)
and distributions
Changes in ownership
interest
Equity injection 3(ii) -- -- -- -- -- -- -- 483 483
Acquisition of
minority 3(i) -- -- -- -- -- 96 96 (1,801) (1,705)
shareholding
Acquisition of
subsidiary with -- -- -- -- -- -- -- 708 708
non-controlling
interest
Disposal of 4 -- (5,854) -- 223,934 (216,235) 5,854 7,699 -- 7,699
subsidiary
Total changes in -- (5,854) -- 223,934 (216,235) 5,950 7,795 (610) 7,185
ownership interest
Total transactions
with owners of the -- (7,130) -- 223,934 (216,235) 7,226 7,795 (847) 6,948
Company
Balance at 31 March 811 6,014 239 (41,951) 58,779 (12,151) 11,741 74,822 86,563
2021
The accompanying notes form part of these financial
statements.
Legal Share based Hedging Translation Retained Non-controlling Total
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves equity
Total
Balance at 1 811 13,030 -- (195,393) 197,247 108,981 124,676 91,045 215,721
January 2019
(Loss) / income for -- -- -- -- -- (18,558) (18,558) 3,339 (15,219)
the year
Other comprehensive
(loss) / income for -- -- -- (24,636) 16,468 (31) (8,199) (1,694) (9,893)
the year
Total comprehensive
(loss) / income for -- -- -- (24,636) 16,468 (18,589) (26,757) 1,645 (25,112)
the year
Transactions with
owners of the
Company
Transactions with
non-controlling -- -- -- -- -- -- -- 6 6
interest
Transfer to legal 14 -- 114 -- -- -- (114) -- -- --
reserves (b) i
Equity settled
share-based payment -- -- 239 -- -- -- 239 -- 239
expenses
Dividends 14 -- -- -- -- -- (29,225) (29,225) (6,366) (35,591)
(c)
Total contributions -- 114 239 -- -- (29,339) (28,986) (6,360) (35,346)
and distributions
Total transactions
with owners of the -- 114 239 (24,636) 16,468 (47,928) (55,743) (4,715) (60,458)
Company
Balance at 31 811 13,144 239 (220,029) 213,715 61,053 68,933 86,330 155,263
December 2019
The accompanying notes form part of these financial
statements.
Year ended
15 month Period ended 31 March
Note 2021 31 December
2019
(USD '000)
(USD '000)
Restated *
Cash flows from operating activities
Loss for the period / year (94,689) (15,219)
Adjustments for:
Depreciation of PPE, and RoU assets, and amortization 10, 11, 18, 34,209 25,906
expense 19
Impairment losses on intangible / tangible assets 11 3,941 --
Impairment losses on investments 12 8,410 --
Share of profit of equity-accounted investees, net of tax 12 (465) (5,580)
Gain on sale of discontinued operation, net of tax 4 (9,071) --
Gain on disposal of property plant and equipment -- (17)
Finance costs (excluding foreign exchange differences) 36,867 23,645
Finance income (excluding foreign exchange differences) (626) (225)
Foreign exchange differences on finance costs and income, 14,526 6,006
net
Income tax (benefit) / expense (15,417) 588
Employment termination indemnity reserve 50 33
Equity settled share-based payment expenses -- 239
Provision charges 7,739 544
Operating cash flow before changes in operating assets and (14,526) 35,920
liabilities
Changes in:
- trade and other receivables 5,922 (11,106)
- other current assets 3,480 (1,011)
- related party receivables (397) (6,619)
- other non-current assets 2,508 280
- trade and other payables 14,386 (10,645)
- related party payables (65) 591
- Post-employment benefits paid (32) (22)
- provisions (1,350) 8,585
Cash generated by operations before benefit and tax payments 9,926 15,973
Income taxes paid (442) (3,781)
Net cash generated from operating activities 9,484 12,192
Cash inflows from operating activities on discontinued 27,163 24,927
operations
Investing activities
Acquisition of property and equipment 10 (27,913) (12,757)
Acquisition of intangible assets 11 (56,557) (8,110)
Acquisition of a lease asset -- (21,000)
Proceeds from sale of property and equipment 392 33
Disposal of discontinued operation, net of cash disposed of 4 99,943 --
Bank interest received 153 147
Dividends from equity accounted investees 1,647 2,849
Proceeds from sale of other investments in FVTPL instruments -- 13,184
Investment in equity accounted investee (570) (61)
Acquisition of subsidiary, net of cash acquired (2,816) (5)
Advances given for fixed assets (9,668) --
Net cash (used in)/from investing activities 4,611 (25,720)
Cash used in investing activities of discontinued operations (1,560) (3,287)
Financing activities
Equity injection by minorities to subsidiaries 482 7
Dividends paid to equity owners 14(c) -- (29,225)
Dividends paid to NCIs 14(c) (237) (5,062)
Interest paid (31,545) (26,164)
Proceeds from loans and borrowings 161,096 42,021
Repayment of borrowings (52,318) (16,864)
Payment of lease liabilities (3,922) (2,720)
Net cash from / (used in) financing activities 73,556 (38,007)
Cash used in financing activities of discontinued operations (1,167) 17,242
Net increase / (decrease in cash and cash equivalents 112,087 (12,653)
Effect of foreign exchange rate changes on cash and cash (5,268) (3,396)
equivalents
Cash and cash equivalents at beginning of year 13 63,780 79,829
Cash and cash equivalents at end of 15-month period / year 13 170,599 63,780
* Comparative information has been re-presented due to a
discontinued operation.
The accompanying notes form part of these financial statements.
1 Basis of preparation
Global Ports Holding PLC is a public company incorporated in the
United Kingdom and registered in England and Wales under the
Companies Act 2006. The address of the registered office is 34
Brook Street 3rd Floor, London W1K 5DN, United Kingdom. Global
Ports Holding PLC is the parent company of Global Liman Isletmeleri
A.S. and its subsidiaries (the "Existing Group"). The majority
shareholder of the Company is Global Yatirim Holding.
The financial information for 15 month period ended 31 March
2021 contained in this News Release was approved by the Board on 23
August 2021. These condensed Financial Statements for 15 month
period ended 31 March 2021 have been prepared in accordance with
the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority. They have been prepared in accordance with EU
endorsed International Financial Reporting Standards ("IFRSs") but
do not comply with the full disclosure requirements of these
standards. The financial information set out above does not
constitute the company's statutory accounts for 15 month period
ended 31 March 2021 or for the year ended 31 December 2019.
Statutory financial statements for 15 month period ended 31
March 2021, which have been prepared on a going concern basis, will
be delivered to the Registrar of Companies in due course. The
auditor has reported on those financial statements. Their report
was not qualified, did not include a reference to any matters to
which the auditors drew attention by way of emphasis without
qualifying their report, and did not contain a statement under
Section 498 (2) or (3) of the Companies Act 2006.
Accounting policies
With the exception of those changes described below the
accounting policies adopted of these Condensed Financial Statements
are consistent with those described on pages 140 - 160 of the
Annual Report and Financial Statements for the year ended 31
December 2019.
In 15 month period ended 31 March 2021, the Group has
implemented the decisions taken by IASB, published on May 2020,
easing to provide lessees with an exemption from assessing whether
a COVID-19-related rent concession is a lease modification. On
issuance, the practical expedient was limited to rent concessions
for which any reduction in lease payments affects only payments
originally due on or before 30 June 2021, but period was extended
by IASB since the effects of the COVID-19 pandemic are ongoing and
significant. The Group has applied this interpretation in the
financial period started at 1 January 2020. The impact of that
application is limited and caused the Group to recognise an
additional USD 682 thousand of other income.
Going concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Commercial and Cruise business models on pages
10 to 13. The financial position of the Group, its cash flows,
liquidity position and borrowing facilities are described in the
financial review on pages 35 to 41. In addition, Notes 3 and 37 to
the financial statements include the Group's objectives, policies
and processes for managing its capital; its financial risk
management objectives; details of its financial instruments and
hedging activities; and its exposures to credit risk and liquidity
risk.
The Group's portfolio consists of investments in or management
of 19 cruise ports and one commercial port in 12 countries which
diversifies economic and political risks. As a consequence, the
Directors believe that the Group is well placed to manage its
business risks successfully because of the benefits of
diversification.
The principal events and conditions identified by the Group that
have the most significant impact on the going concern of the Group
are:
(a) the passenger levels that will be observed during the Going
Concern assessment period of not less than 12 months from the date
of approval of these Annual Report and Accounts in view of the
COVID-19 situation and the associated effect on Group revenues and
cash position;
(b) the stability of commercial operations and cargo/container
volumes at Port of Adria related to macro-economic factors such as
trade tariffs and their associated impact on global economies,
and
(c) maintaining liquidity based on current debt facilities along
with covenant compliance on those facilities.
The Covid-19 outbreak that spread across the globe and
preventive actions that have been taken into place to respond to
the outbreak causes disruptions to business activities in all
countries and affect the economic conditions adversely, both
locally and globally. As a result of this outbreak, Group has faced
significant amount of cancellation in cruise calls throughout the
reporting period in its Cruise business. Management has taken major
actions such as cancellation of dividend payments, postponement of
wages of Board of Directors, reduction in consultancies, cessation
of marketing activities and travels unless necessary, and stopping
new port investments expect those required.
The Group has benefited from various incentives and exceptions
announced by the governments of the operating countries, to
eliminate the negative effects of the Covid-19 outbreak. These
incentives and exceptions are supportive programs such as paying a
certain part of the personnel salaries and related tax liabilities
by the government and delaying the debts to the public or banks.
Group applied for short-term work allowances and took advantage of
opportunities such as postponing payments for social security cuts.
In this way, personnel expenses were reduced, and the cash flow
balance was maintained through the deferral of payments, including
tax payments, regarding personnel salaries.
The Group has successfully addressed the refinancing of the
Group's USD 250 million Eurobond issued by Global Liman with a
maturity of 14 November 2021. In May 2021, the Group has entered a
new five-year, senior secured loan agreement for up to USD 261.3
million with the leading global investment firm Sixth Street to
refinance the remaining Eurobond in full. The Sixth Street loan
agreement reached financial close and the Eurobond has been
refinanced in full at the end of July 2021. Under the terms of the
Facility Agreement, the Company will have the ability to select
from a range of interest payment options including an all-cash
interest rate, a cash interest rate of LIBOR +5.25% plus PIK rate,
or a PIK only rate of LIBOR +8.5% up until December 2022. The loan
repayment is repaid with a bullet payment at final maturity in year
2026. Accordingly, the Group, at its discretion, will not be
required to make any debt service (principal or interest) until
year-end 2022 for this loan facility.
Additionally, management has contacted to the banks related to
its current financial liabilities, and covenant compliance for Port
of Adria has been waived and postponed until early 2022, and
covenants compliance for Valletta Cruise Port and Barcelona Port
Investment has been waived until 2021 year-end.
As of the date of this report, Cruise operations have restarted
again since the closing of cruise operations in March 2020. The
expectation of the sector, underpinned by agreement on health
protocols with relevant authorities to contain the risk of spread
of Covid-19, is a gradual revamp of cruise operations all over the
world until a return to operation of the all cruise ships by the
end of the year 2021. The Group, in conjunction with the leading
companies of the cruise industry, has carried out a detailed
traffic study which concluded that the Group's cruise ports will
recover in 2022, adhering to the initial forecast with a slow
acceleration after the restart of operation late 2020 in Europe and
in the second quarter of 2021 in the Caribbean.
The Group believes it is well placed to manage its business
risks successfully despite the fact that there is still a material
impact of Covid-19 on current operations. The recovery of the
cruise sector is supported by the positive economic outlook,
increasing vaccination rates which together with other measures
have led to a sharp decrease in Covid-19 cases in the key cruise
source markets and the established of adequate health and safety
protocols for cruise operations.
In view of the above the Directors have prepared cash flow
forecasts for the period to 31 December 2022. In order to stress
test the financial position of the Group, management has considered
a plausible but severe downside scenario. The following key, severe
but plausible, assumptions were used in preparing this
analysis:
-- A severe but plausible low case in the number of cruise
passengers arriving at all ports in the GPHportfolio for a period
to 31 December 2022 with a corresponding impact on passenger
revenues and ports' variableexpenses being a 20% reduction of the
base case. The base case assumes a moderate return over 2021 to pre
COVID-19pandemic levels through 2022.
-- A severe but plausible low case for the Port of Adria
commercial port which is that the trading levelsexperienced in 2021
do not improve throughout the forecast period.
The Directors have also been mindful of an even more severe
scenario, considered implausible, of a fall to zero in the number
of cruise passengers arriving at all ports in the GPH portfolio for
a six-month period to 31 March 2022 with a corresponding impact on
passenger revenues and ports' variable expenses.
The conclusion from these scenarios, even the identified
implausible scenario, is that the Group will continue to have
sufficient cash resources for the period of assessment. However, as
described above, certain of the Group's non-recourse financial
liabilities (with a total nominal outstanding amount of USD 29.3
million as of 31 March 2021) have covenants associated with them
that will be tested within the next 12 months. In the base case and
implausible scenario these covenants may not be met, and future
waivers of forecast covenant breaches have not yet been requested
and thus not yet received. The Group does not foresee any issues to
receive further waivers, if and when needed, with the relevant
banks regarding covenant compliance based on its past experience of
receiving such waivers as mentioned above and the long track record
of working together with these banks.
In view of this uncertainty surrounding future waivers of
potential covenant breaches the Group has received written
indication from the parent company Global Yatirim Holding (GIH)
that it would provide financial and other support to the Group,
including not seeking repayment of amounts currently made
available, for at least the next twelve months from the date of
approval of this Annual Report should it be necessary to enable the
Group to meet the aforementioned financial liabilities in case
waivers are not received and such financial liabilities cannot be
refinanced if that happens, and continue to trade. The Directors,
having considered the information described herein have a
reasonable expectation that the Group and the Parent company have
adequate resources to continue in operational existence. Thus they
believe that it remains appropriate to prepare the consolidated and
parent company financial statements on a going concern basis. 2
Segment reporting a. Products and services from which reportable
segments derive their revenues
The Group operates various cruise and commercial ports and all
revenue is generated from external customers such as cruise liners,
ferries, yachts, individual passengers, container ships and bulk
and general cargo ships. b. Reportable segments
Operating segments are defined as components of an enterprise
for which discrete financial information is available that is
evaluated regularly by the chief operating decision-maker, in
deciding how to allocate resources and assessing performance.
The Group has identified two main segments, commercial and
cruise businesses. Under each main segment, Group had presented its
operations on port basis as an operating segment, as each port
represents a set of activities which generates revenue and the
financial information of each port is reviewed by the Group's chief
operating decision-maker in deciding how to allocate resources and
assess performance. Spanish Ports are aggregated due to the Group's
operational structure. The Group's chief operating decision-maker
is the Chief Executive Officer ("CEO"), who reviews the management
reports of each port at least on a monthly basis. Following the
disposal of Port Akdeniz, the only port within the commercial
segment is Port Adria.
The CEO evaluates segmental performance on the basis of earnings
before interest, tax, depreciation and amortisation excluding the
effects of specific adjusting income and expenses comprising
project expenses, bargain purchase gains and reserves, board member
leaving fees, employee termination payments, unallocated expenses,
finance income, finance costs, and including the share of
equity-accounted investments which are fully integrated into GPH
cruise port network ("Adjusted EBITDA" or "Segmental EBITDA").
Adjusted EBITDA is considered by Group management to be the most
appropriate profit measure for the review of the segment operations
because it excludes items which the Group does not consider to
represent the operating cash flows generated by underlying business
performance. The share of equity-accounted investees has been
included as it is considered to represent operating cash flows
generated by the Group's operations that are structured in this
manner. 2 Segment reporting (continued) b. Reportable segments
(continued)
The Group has the following operating segments under IFRS 8:
-- BPI ("Creuers" or "Creuers (Barcelona and Málaga)"), VCP
("Valetta Cruise Port"), Ege Liman ("EgePorts-Kusadasi"), Bodrum
Liman ("Bodrum Cruise Port"), Ortadogu Liman (Cruise port
operations) (sold in January2021; see note 4), POH, Nassau Cruise
Port ("NCP"), Antigua Cruise Port ("GPH Antigua"), Lisbon Cruise
Terminals,SATS - Creuers Cruise Services Pte. Ltd. ("Singapore
Port"), Venezia Investimenti Srl. ("Venice Investment" or"Venice
Cruise Port"), La Spezia Cruise Facility Srl. ("La Spezia"),
Balearic Handling SLA ("Balearic"), and ShoreHandling SLA ("Shore")
which fall under the Group's cruise port operations.
-- Port of Adria ("Port of Adria-Bar") and Ortadogu Liman
(Commercial port operations) ("PortAkdeniz-Antalya") (sold in
January 2021; see note 4) which both fall under the Group's
commercial port operations.
The Group's reportable segments under IFRS 8 are BPI, VCP, Ege
Liman, Nassau Cruise Port, Antigua Cruise Port, Port of Adria
(Commercial port operations) and Ortadogu Liman (Commercial port
operations).
Bodrum Cruise Port, Italian Ports, Port of Adria (Cruise
Operations), Ortadogu Liman (Cruise operations), Shore, Balearic
and Equity accounted investees are not exceeding the quantitative
threshold, have been included in Other Cruise Ports.
Global Liman, BPI, Global BV, GP Melita, POH, GP Netherlands,
Global Depolama, GP Med, GPH Americas, and GPH Bahamas do not
generate any revenues and therefore is presented as unallocated to
reconcile to the consolidated financial statements results.
Assets, revenue and expenses directly attributable to segments
are reported under each reportable segment.
Any items which are not attributable to segments have been
disclosed as unallocated. 2 Segment reporting (continued)
b) Reportable segments (continued) i. Segment revenues, results
and reconciliation to profit before tax
The following is an analysis of the Group's revenue, results and
reconciliation to profit before tax by reportable segment:
(*) Please refer to glossary of alternative performance measures
(APM).
Ege Nassau Antigua Other Total Ortadogu Port Total Elimination of
USD '000 BPI VCP Liman Cruise Cruise Cruise Cruise Liman of Commercial Discontinued Total
Port Port Ports (**) Adria operations
15 month ended
31 March 2021
Revenue 1,886 4,217 905 58,746 2,781 1,546 70,081 33,465 9,318 42,783 (33,465) 79,399
Segmental (2,740) 2,054 (391) 432 627 (1,680) (1,698) 22,833 2,852 25,685 (22,833) 1,154
EBITDA
Unallocated (7,879)
expenses
Adjusted EBITDA (6,725)
Reconciliation
to profit
before tax
Depreciation
and (34,209)
amortisation
expenses
Specific
adjusting items (30,955)
(*)
Finance income 30,047
Finance costs (80,814)
Profit before (122,656)
income tax
Year ended 31
December 2019
Revenue 31,278 13,872 6,549 2,492 1,753 7,102 63,046 47,486 7,352 54,838 -- 117,884
Segmental 20,461 8,027 4,590 1,808 1,169 8,309 44,364 37,369 1,708 39,077 -- 83,441
EBITDA
Unallocated (6,426)
expenses
Adjusted EBITDA 77,015
Reconciliation
to profit
before tax
Depreciation
and (47,737)
amortisation
expenses
Specific
adjusting items (8,391)
(*)
Finance income 8,082
Finance costs (42,333)
Profit before (13,364)
income tax
The Group did not have inter-segment revenues in any of the
periods shown above. 2 Segment reporting (continued) b. Reportable
segments (continued) ii. Segment assets and liabilities
The following is an analysis of the Group's assets and
liabilities by reportable segment for the years ended:
Ege Nassau Antigua Other Total Ortadogu Port of Total
BPI VCP Liman Cruise Port Cruise Port Cruise Cruise Liman Adria Commercial Total
USD '000 Ports
31 March 2021
Segment assets 134,164 121,511 37,024 198,831 52,436 11,159 555,125 -- 67,587 67,587 622,712
Equity-accounted -- -- -- -- -- 18,776 18,776 -- -- -- 18,776
investees
Unallocated 175,251
assets
Total assets 816,736
Segment 63,260 64,194 7,767 206,314 54,572 11,522 407,629 -- 42,535 42,535 450,164
liabilities
Unallocated 276,529
liabilities
Total 726,693
liabilities
31 December 2019
Segment assets 151,938 117,434 46,283 79,794 30,283 14,711 440,443 231,789 72,844 304,633 745,076
Equity-accounted -- -- -- -- -- 26,637 26,637 -- -- -- 26,637
investees
Unallocated 23,166
assets
Total assets 794,879
Segment 68,591 60,430 9,918 79,583 29,777 12,153 260,452 72,367 38,474 110,841 371,293
liabilities
Unallocated 268,323
liabilities
Total 639,616
liabilities 2 Segment reporting (continued) b. Reportable segments (continued) iii. Other segment information
The following table details other segment information for the
years ended:
Ege Nassau Antigua Other Total Ortadogu Port of Total
BPI VCP Liman Cruise Cruise Cruise Cruise Liman Adria Commercial Unallocated Total
USD '000 Port Port Ports
15 months
ended 31
March 2021
Depreciation
and (15,313) (3,881) (3,511) (2,945) (1,557) (2,563) (29,769) -- (4,060) (4,060) (380) (34,209)
amortisation
expenses
Additions to
non-current
assets (*)
- Capital 2,111 1,820 75 56,817 15,998 150 76,971 1,734 79 1,813 5,686 84,470
expenditures
Total
additions to 2,111 1,820 75 56,817 15,998 150 76,971 1,734 79 1,813 5,686 84,470
non-current
assets (*)
12 months
ended 31
December 2019
Depreciation
and (11,696) (3,102) (2,857) (1,027) (204) (3,501) (22,387) (21,832) (3,141) (24,973) (377) (47,737)
amortisation
expenses
Additions to
non-current
assets (*)
- Capital 1,571 1,615 46 7,850 7,681 222 18,985 3,311 1,596 4,907 76 23,968
expenditures
Total
additions to 1,571 1,615 46 7,850 7,681 222 18,985 3,311 1,596 4,907 76 23,968
non-current
assets (*)
(*) Non-current assets exclude those relating to deferred tax
assets and financial instruments (including equity-accounted
investees). 2 Segment reporting (continued) b. Reportable segments
(continued) iv. Geographical information
The Port operations of the Group are managed on a worldwide
basis, but operational ports and management offices are primarily
in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua & Barbuda
and Italy. The geographic information below analyses the Group's
revenue and non-current assets by countries. In presenting the
following information, segment revenue has been based on the
geographic location of port operations and segment non-current
assets were based on the geographic location of the assets.
15 month-period ended Year ended
Revenue 31 March 2021 31 December 2019
(USD '000) (USD '000) * Restated
Turkey 1,479 9,535
Montenegro 9,318 7,380
Malta 4,217 13,872
Spain 1,981 31,278
Bahamas 58,746 2,492
Antigua & Barbuda 2,781 1,753
Italy 468 3,838
Croatia 409 250
79,399 70,398
* Comparative information has been re-presented due to a
discontinued operation.
As at As at
Non-current assets 31 March 2021 31 December 2019
(USD '000) (USD '000)
Turkey 44,518 222,615
Spain 123,714 129,114
Malta 118,985 115,467
Montenegro 65,267 70,080
Bahamas 5,123 69,213
Antigua & Barbuda 138,376 40,494
Italy 65,355 5,863
UK 8,509 7,474
Croatia 2,833 2,944
Unallocated 29,916 28,816
602,596 692,080
Non-current assets relating to deferred tax assets and financial
instruments (including equity-accounted investments) are presented
as unallocated. v. Information about major customers
IFRIC 12 construction revenue relates entirely to ongoing
construction at Nassau Cruise Port. Excluding IFRIC 12 revenue, the
Group did not have a single customer that accounted for more than
10% of the Group's consolidated revenue in any of the periods
presented. 3 Transactions with owners of the company i. Changes in
ownership interest
The Group has acquired minority shares of Malaga Port at 23
January 2020. 20% of total shares of Malaga Port owned by Malaga
Port Authority acquired by Creuers. Total consideration paid for
20% shares amounted to Eur 1,540 thousand (USD 1,707 thousand).
Minority interest regarding this 20% shares of Malaga Port as of 31
December 2019 was 1,853 thousand, which was reversed for
finalization of acquisition accounting.
The Group has taken over all shares of Ravenna Passenger
Terminal at 5 July 2020. Ravenna Passenger Terminal's equity was
negative after the year end 2019 accounts. Accordingly, a raise on
equity was compulsory for regulatory reasons. None of the minority
shareholders accepted to inject equity to the Company, and current
equity of EUR 50 thousand (USD 57 thousand) offset against retained
earning losses. The Group decided to keep the company operative, so
accepted to inject new equity of EUR 20 thousand (USD 23 thousand)
and offset remaining losses of EUR 57 thousand (USD 64 thousand).
As a result of this transaction, the Group become only shareholder
of Ravenna Passenger Terminal. Minority interest provided for 46%
shares of the Port as of 31 December 2019 was USD 52 thousand
losses, resulting a decrease in equity attributable to owners of
the company amounting to USD 50 thousand and translation reserves
by USD 2 thousand. ii. Contributions and distributions
The Group's subsidiary Bodrum Cruise Port, the directors decided
to increase paid in capital of the Company by TRY 7,924 thousand
(USD 1,208 thousand) from TRY 18,000 thousand (USD 12,726 thousand)
to TRY 25,924 thousand (USD 13,933 thousand). Minority shareholders
paid USD 483 thousand of total share capital increase. 4
Discontinued operation
Following a strategic review the Group has announced in July
2019 that is will focus on cruise operations and has launched a
disposal process for certain assets. As a result of such disposal
process, the Group has, following a period of exclusive
negotiations, entered into a conditional sale and purchase
agreement ("SPA") on 21 October 2020 to sell Ortadogu Antalya Liman
Isletmeleri ("Port Akdeniz") to QTerminals W.L.L. ("QTerminals" or
"Purchaser"), a Qatari commercial port operating company, for an
enterprise value of USD 140 million. After the approval of
QTerminals' application by the Competition Authority, fulfilment of
all prerequisites for the sale transaction and obtaining the
necessary legal approvals, the sale was completed on January 25,
2021.
As a result of the adjustments made according to the net debt
position of Port Akdeniz and debt-like items, the equity value
sales price was realized as USD 115,159 thousand. Q Terminals has
paid USD 103,643 thousand of the total amount in cash, and the
balance amounting to USD 11,516 thousand has been withheld by the
Purchaser will be paid in the fourth quarter 2021. In case any
claims would arise under this agreement, the Group may cover those
claims related to the sales transaction, after the full sales price
is obtained on the last quarter of 2021, if applicable.
Port Akdeniz is classified as a discontinued operation because
it represents a separate major line of business and geographic area
of operations. Port Akdeniz was not previously classified as
held-for-sale or as a discontinued operation. The comparative
consolidated statement of profit or loss has been restated to show
the discontinued operation separately from continuing operations. 4
Discontinued operation (continued) a. Results of discontinued
operation
2021 2019
Revenue 33,465 47,486
Cost of sales (31,192) (31,731)
Gross profit 2,273 15,755
Other income 1,090 1,837
Selling and marketing expenses (25) (55)
Administrative expenses (2,415) (2,141)
Other expense (2,763) (1,948)
Operating profit (1,840) 13,448
Finance income 11,830 1,283
Finance costs (11,803) (3,585)
Net finance costs 27 (2,302)
Share of profit of equity-accounted investees -- --
Results from operating activities (1,813) 11,146
Income tax benefit/ (expense) 5,648 (1,268)
Results from operating activities, net of tax 3,835 9,878
Gain on sale of discontinued operation 9,071 --
12,906 9,878
Basic and diluted earnings per share
20.5 15.7
(cents per share)
The profit from the discontinued operation of USD 12,906
thousand (2019: USD 9,878 thousand) is attributable entirely to the
owners of the Company. Of the loss from continuing operations of
USD 84,582 thousand (2019: USD 24,509 thousand), an amount of USD
71,208 thousand is attributable to the owners of the Company (2019:
USD 28,436 thousand). b. Effect of disposal on the financial
position of the Group
In thousands of USD As at Closing Date
Property and equipment (25,166)
Intangible assets (127,719)
Other long-term assets (13)
Inventories (458)
Trade and other receivables (1,969)
Related party receivables (3,481)
Cash and cash equivalents (3,700)
Loans and borrowings 28,172
Trade and other payables 7,107
Provisions 2,666
Deferred tax liabilities 25,782
Current tax liabilities 390
Net assets and liabilities (98,389)
Sales price 115,159
Net asset value of disposal group (98,389)
Hedge accounting disposal (133,265)
Disposal of translation created on consolidation 125,566
Gain on sale of discontinued operation, net of tax 9,071
Consideration received, satisfied in cash 103,643
Cash and cash equivalents disposed of (3,700)
Net cash inflows 99,943 5 Revenue
For the 15 months ended 31 March 2021 and the year ended 31
December 2019, revenue comprised the following:
BPI VCP EP NCP ACP Others Cruise Port of Commercial Consolidated
Adria
2019 2019
(USD '000) 2021 2019 2021 2019 2021 2019 2021 2019 2021 2019 2021 2019 2021 2019 2021 2019 2021 2021
Restated* Restated*
Point in time
Container -- -- -- -- -- -- -- -- -- -- -- -- -- -- 6,985 5,090 6,985 5,090 6,985 5,090
revenue
Landing fees 1,139 26,829 528 5,852 12 2,585 5,044 2,450 2,018 1,473 516 3,108 9,257 42,297 -- -- -- -- 9,257 42,297
Port service 210 1,733 894 1,093 82 2,071 27 18 -- -- 500 570 1,713 5,485 324 229 324 229 2,037 5,714
revenue
Cargo revenue -- -- -- -- -- -- -- -- -- -- -- -- -- -- 1,441 1,505 1,441 1,505 1,441 1,505
Domestic 22 406 -- -- 8 47 215 -- -- -- 2 20 247 473 70 15 70 15 317 488
water sales
Income from
duty free -- -- 376 4,001 -- -- -- -- -- -- -- -- 376 4,001 -- -- -- -- 376 4,001
operations
Other revenue 64 351 333 384 241 733 851 24 48 8 236 1,062 1,773 2,562 18 -- 18 -- 1,791 2,562
Over time
Rental income 451 1,959 2,084 2,542 562 1,113 -- -- 716 272 293 724 4,106 6,610 480 513 480 513 4,586 7,123
IFRIC 12
Construction -- -- -- -- -- 52,609 -- -- -- -- -- 52,609 -- -- -- -- -- 52,609 --
revenue
Habana
Management -- -- -- -- -- -- -- -- -- -- 1,618 -- 1,618 -- -- -- -- -- 1,618
fee
Total
Revenues as 1,886 31,278 4,215 13,872 905 6,549 58,746 2,492 2,782 1,753 1,547 7,102 70,081 63,046 9,318 7,352 9,318 7,352 79,399 70,398
reported in
note 2
* Comparative information has been re-presented due to a
discontinued operation. See Note 4.
The following table provides information about receivables,
contract assets and contract liabilities from contracts with
customers;
Year ended
15 months period ended
31 December 2019
Revenue 31 March 2021
Restated *
(USD '000)
(USD '000)
Receivables, which are included in 'trade and other receivables' 5,129 15,212
Contract assets 839 1,172
Contract liabilities (318) (427)
5,650 15,957
* Comparative information has been re-presented due to a
discontinued operation. See Note 4.
The contract assets primarily relate to the Group's rights to
consideration for work completed but not billed at the reporting
date on Commercial services provided to vessels and management
agreements. The contract assets are transferred to receivables when
the rights become unconditional. This occurs when the Group issues
an invoice to the customer.
The contract liabilities primarily relate to the advance
consideration received from customers for services not yet been
provided. These amounts will be recognised as revenue when the
services has provided to customers and billed, which was based on
the nature of the business less than one week period.
The amount of USD 967 thousand recognised in contract
liabilities at the beginning of the period has been recognised as
revenue for the period ended 31 March 2021.
The amount of revenue recognised in the period ended 31 March
2021 from performance obligations satisfied (or partially
satisfied) in previous periods is USD 839 thousand. This is mainly
due to the nature of operations.
No information is provided about remaining performance
obligations at 31 March 2021 that have an original expected
duration of one year or less, as allowed by IFRS 15. 6 Cost of
sales
For the 15 months ended 31 March 2021 and the year ended 31
December 2019, cost of sales comprised the following:
2019
2021
(USD '000)
(USD '000)
Restated*
IFRIC-12 Construction expenses 51,557 --
Depreciation and amortization expenses 30,783 23,980
Personnel expenses (**), (***) 7,675 10,853
Insurance expense 4,221 930
Repair and maintenance expenses 1,173 1,503
Security expenses 1,053 2,882
Commission fees to government authorities and pilotage expenses (1,246) 1,781
Cost of inventories sold 247 2,884
Replacement provision 793 673
Other expenses 1,834 2,666
Total 98,090 48,152
* Comparative information has been re-presented due to a
discontinued operation. See Note 4.
** 394 thousand USD (2019: 3,474 thousand USD) of total
personnel expenses are related to outsourced personnel
expenses.
*** The Group has benefited from various supportive programs on
personnel salaries and related tax liabilities announced by the
governments of the operating countries amounting to USD 1,495
thousand as a decrease from Groups salary expenses, to eliminate
the negative effects of the Covid-19 outbreak. Group applied for
short-term work allowances and took advantage of opportunities such
as postponing payments for social security cuts. 7 Administrative
expenses
For the 15 months ended 31 March 2021 and the year ended 31
December 2019, administrative expenses comprised the following:
2019
2021
(USD '000)
(USD '000)
Restated*
Personnel expenses 9,544 6,091
Depreciation and amortization expenses 3,419 1,920
Consultancy expenses 3,969 2,008
Representation and travel expenses 363 502
Other expenses 2,916 2,542
Total 20,211 13,063
* Comparative information has been re-presented due to a
discontinued operation. 8 Other income and other expenses
For the 15 months ended 31 March 2021 and the year ended 31
December 2019, other income comprised the following:
2019
2021
USD'000
USD'000
Restated*
IFRS 16 gain from concession fee waivers 682 --
Foreign currency income from operations 768 18
Insurance income -- 587
Gain on sale of fixed assets -- 17
Other 1,428 1,041
Total 2,878 1,663
* Comparative information has been re-presented due to a
discontinued operation.
For the 15 months ended 31 March 2021 and the year ended 31
December 2019, other expenses comprised the following:
2019
2021
USD'000
USD'000
Restated*
Project expenses 11,098 5,146
Provisions ** 7,111 71
Indemnity payments 549 --
Impairment loss on Equity Accounted investments 8,369 --
Impairment loss on intangible assets 3,587
Impairment losses on other assets 41 262
Recovery from insurance -- 346
Other 2,614 807
Total 33,369 6,632
* Comparative information has been re-presented due to a
discontinued operation.
** Provisions booked under Other expenses composed of Nassau
Ancillary contribution provision, legal provision and other
provisions. 9 Finance income and costs
For the 15 months ended 31 March 2021 and the year ended 31
December 2019, finance income comprised the following:
2019
2021
Finance income (USD '000)
(USD '000)
Restated*
Other foreign exchange gains 29,422 5,362
Interest income on related parties 469 --
Interest income on banks and others 54 143
Interest income from housing loans 30 3
Interest income from debt instruments 72 1,766
Total 30,047 7,274
* Comparative information has been re-presented due to a
discontinued operation.
The income from financial instruments within the category
financial assets at amortized cost is USD 553 thousand (31 December
2019: USD 146 thousand). Income from financial instruments within
the category fair value through profit and loss is 72 thousand (31
December 2019: 1,766 thousand).
For the 15 months ended 31 March 2021 and the year ended 31
December 2019, finance costs comprised the following:
2019
2021
Finance costs (USD '000)
(USD '000)
Restated*
Interest expense on loans and borrowings 30,339 24,914
Foreign exchange losses from Eurobond 39,038 5,222
Foreign exchange losses on other loans and borrowings 1,224 3,888
Interest expense on leases 4,912 2,405
Foreign exchange losses on equity translation ** 1,238 414
Other foreign exchange losses 2,447 474
Loan commission expenses 933 960
Unwinding of provisions during the year 408 355
Letter of guarantee commission expenses 17 198
Other interest expenses 88 235
Other costs 170 158
Total 80,814 39,223
* Comparative information has been re-presented due to a
discontinued operation.
** Ege Ports and Bodrum Cruise Port have functional currency of
USD while their books are required to be kept as per Turkish
Companies Law "VUK 213" article 215 in TL. All equity transactions
are made in TL and transaction incurred during the year are being
translated to USD resulting to foreign exchange differences on the
profit or loss account.
The interest expense for financial liabilities not classified as
fair value through profit or loss is USD 35,251 thousand (31
December 2019: USD 27,319 thousand). 10 Property and equipment
Movements of property and equipment for the 15 months ended 31
March 2021 comprised the following:
USD '000
1 Acquisition through Discontinued Currency 31
Cost January Additions Disposals Transfers business combination operation (*) translation March
2020 differences 2021
Leasehold 127,921 2,464 -- 25,054 363 (23,212) 3,376 135,966
improvements
Machinery and 56,080 1,302 (350) 1,295 229 (38,492) 938 21,002
equipment
Motor 17,896 291 -- 345 -- (6,535) 14 12,011
vehicles
Furniture and 11,337 1,646 (289) 8 -- (2,123) 213 10,792
fixtures
Construction 9,759 24,496 -- (27,282) -- -- (139) 6,834
in progress
Land 92 1 -- (6) -- -- -- 87
improvement
Total 223,085 30,200 (639) (586) 592 (70,362) 4,402 186,692
Accumulated 1 Depreciation Acquisition through Discontinued Currency 31
depreciation January expense Disposals Transfers business combination operation translation March
2020 differences 2021
Leasehold 39,438 4,576 -- -- -- (8,238) 489 36,265
improvements
Machinery and 34,570 1,645 (321) -- -- (28,186) 301 8,009
equipment
Motor 11,431 1,447 -- -- -- (3,241) (4) 9,633
vehicles
Furniture and 7,093 853 (240) -- -- (1,657) (181) 5,868
fixtures
Land 42 16 -- -- -- -- 1 59
improvement
Total 92,574 8,537 (561) -- -- (41,322) 606 59,834
Net book 130,511 126,858
value
(*) Refer to Note 4 "Discontinued operation". 10 Property and
equipment (continued)
Movements of property and equipment for the year ended 31
December 2019 comprised the following:
USD '000
Cost 1 January Additions Disposals Transfers Currency translation 31 December
2019 differences 2019
Leasehold improvements 122,482 2,597 (2) 4,431 (1,587) 127,921
Machinery and 55,159 1,147 (30) 227 (423) 56,080
equipment
Motor vehicles 17,858 126 (6) -- (82) 17,896
Furniture and fixtures 9,666 1,931 (18) -- (242) 11,337
Construction in 4,388 9,987 -- (4,658) 42 9,759
progress
Land improvement 67 25 -- -- -- 92
Total 209,620 15,813 (56) -- (2,292) 223,085
Accumulated 1 January Depreciation Disposals Transfers Currency translation 31 December
depreciation 2019 expense differences 2019
Leasehold improvements 33,586 6,022 -- -- (170) 39,438
Machinery and 30,326 4,385 (31) (6) (104) 34,570
equipment
Motor vehicles 10,041 1,386 -- 6 (2) 11,431
Furniture and fixtures 6,278 859 (6) -- (38) 7,093
Land improvement 38 4 -- -- -- 42
Total 80,269 12,656 (37) -- (314) 92,574
Net book value 129,351 130,511 10 Property and equipment (continued)
As at 31 March 2021, the net book value of machinery and
equipment purchased through leasing amounts to USD 5 thousand (31
December 2019: USD 1,511 thousand), the net book value of motor
vehicles purchased through leasing amounts to USD 2,993 thousand
(31 December 2019: USD 6,810 thousand), and furniture and fixtures
purchased through leasing totally depreciated (31 December 2019:
USD 7 thousand). In 2021, no capital expenditure was made through
finance leases (31 December 2019: nil).
As at 31 March 2021 and 31 December 2019, according to the
"TOORA" and "BOT" tender agreements signed with the related
Authorities, at the end of the agreement periods, real estate with
their capital improvements will be returned as running, clean, free
of any liability and free of charge. The details of the pledge or
mortgage on property and equipment regarding the loans and
borrowings are explained on Note 17.
For the 15 months ended 31 March 2021, borrowing costs amounting
USD 2,286 thousand capitalised into property and equipment (31
December 2019: none).
As at 31 March 2021, the insured amount of property and
equipment amounts to USD 288,261 thousand (31 December 2019: USD
295,721 thousand). 11 Intangible assets
Movements of intangible assets for the 15 months ended 31 March
2021 comprised the following:
USD '000
1 Acquisition through Discontinued Currency 31
Cost January Additions Disposal Transfers business combination operation * translation March
2020 differences 2021
Port
operation 668,576 65,606 (919) 586 -- (304,993) 12,765 441,621
rights
Customer 3,937 -- -- -- 1,446 -- 99 5,482
relationships
Software 1,343 94 -- -- -- (803) 31 665
Other 706 427 (51) -- -- -- 151 1,233
intangibles
Total 674,562 66,127 (970) 586 1,446 (305,796) 13,046 449,001
Accumulated 1 Amortisation Acquisition through Discontinued Currency 31
amortisation January expense ** Disposal Transfers business combination operation translation March
2020 differences 2021
Port
operation 244,922 24,350 (249) -- -- (160,794) 3,391 111,620
rights
Customer 3,693 400 -- -- -- -- 2 4,095
relationships
Software 797 167 -- -- -- (633) 168 499
Other 532 321 (51) -- -- -- 75 877
intangibles
Total 249,944 25,238 (300) -- -- (161,427) 3,636 117,091
Net book 424,618 331,910
value
* Refer to Note 4 "Discontinued operation"
** USD 3.587 thousand is impaired on Port of Adria Port
operating rights. Details explained under recoverability of
intangible assets. 11 Intangible assets (continued)
Movements of intangible assets for the year ended 31 December
2019 comprised the following:
USD '000
Cost 1 January Additions Disposals Transfers Currency translation 31 December
2019 differences 2019
Port operation rights 605,115 70,028 (393) -- (6,174) 668,576
Customer relationships 3,937 -- -- -- -- 3,937
Software 1,268 88 -- -- (13) 1,343
Other intangibles 713 58 -- -- (65) 706
Total 611,033 70,174 (393) -- (6,252) 674,562
Accumulated 1 January Amortisation Disposals Transfers Currency translation 31 December
amortisation 2019 expense differences 2019
Port operation rights 214,227 32,012 (79) 7 (1,245) 244,922
Customer relationships 3,365 328 -- -- -- 3,693
Software 646 156 -- -- (5) 797
Other intangibles 434 144 -- (7) (39) 532
Total 218,672 32,640 (79) -- (1,289) 249,944
Net book value 392,361 424,618
Movements of intangible assets for the year ended 31 December
2019 comprised the following:
USD '000
Cost 1 January Additions Disposals Transfers Currency translation 31 December
2019 differences 2019
Port operation rights 605,115 70,028 (393) -- (6,174) 668,576
Customer relationships 3,937 -- -- -- -- 3,937
Software 1,268 88 -- -- (13) 1,343
Other intangibles 713 58 -- -- (65) 706
Total 611,033 70,174 (393) -- (6,252) 674,562
Accumulated 1 January Amortisation Disposals Transfers Currency translation 31 December
amortisation 2019 expense differences 2019
Port operation rights 214,227 32,012 (79) 7 (1,245) 244,922
Customer relationships 3,365 328 -- -- -- 3,693
Software 646 156 -- -- (5) 797
Other intangibles 434 144 -- (7) (39) 532
Total 218,672 32,640 (79) -- (1,289) 249,944
Net book value 392,361 424,618 11 Intangible assets (continued)
The details of Port operation rights as at 31 March 2021 and 31
December 2019 are as follows:
As at 31 March 2021 As at 31 December 2019
USD '000 Carrying Amount Remaining Amortisation Carrying Amount Remaining Amortisation
Period Period
Creuers del Port de 92,442 111 months 100,336 126 months
Barcelona
Cruceros Malaga 10,838 137 months 11,400 152 months
Valletta Cruise Port 62,561 548 months 61,299 563 months
Port of Adria 15,562 273 months 19,623 288 months
Port Akdeniz -- -- 144,198 104 months
Ege Ports 10,197 144 months 11,240 159 months
Bodrum Cruise Port 2,411 564 months 2,657 579 months
Nassau Cruise Port 132,112 317 months 68,488 332 months
Cagliari Cruise Port 1,897 69 months 2,201 84 months
Catania Cruise Port 1,981 81 months 2,173 96 months
Ravenna Cruise Port -- -- 39 12 months
All port operating rights have arisen as a result of IFRS 3
Business combinations, except Barcelona Port Investments, Ravenna
Cruise Port, Catania Cruise Port and Nassau Cruise Port, which
arose as a result of applying IFRIC 12. Each port represent a
separate CGU as per IAS 36.
For the 15 month period ended 31 March 2021, borrowing costs
amounting USD 9,569 thousand capitalised into intangible assets (31
December 2019: none).
Project expenses directly attributable to the creation of the
port right of USD 7,500 thousand (2019: USD 7,125 thousand) have
also been capitalized as part of the port operating rights.
Recoverability of intangible assets
Management prepared formal forecasts for cruise port and
commercial port operation for their remaining concession period,
which are used to estimate their Value In Use ("VIU"). VIU
calculations require subjective judgements based on a wide range of
variables at a point in time including future passenger numbers or
commercial volumes. Any significant decrease in variables used for
value in use calculation is assessed as an impairment indicator.
Due to the adverse impact of the Covid-19 pandemic on the Group's
trade, an indicator of impairment has been identified for all
cruise ports within the Group (2019: Port of Akdeniz was the only
port with an indicator of impairment; no impairment was
recognised). For Nassau Cruise Port, the Group estimates the
recoverable amount using a fair value less costs to sell method,
using a level 3 valuation technique based on forecast future cash
flows. If the recoverable amount of an investment is estimated to
be less than its carrying amount, the carrying amount of the
investment is reduced to its recoverable amount and an impairment
loss is recognised in the income statement. Each port represents a
separate CGU.
The Group uses the budget and long-range plan as approved by the
board as the basis for the discounted cash flow models. The period
over which cash flows have been projected is the length of the
relevant concession agreement. The concession period has been used
instead of 5 years (and a terminal value) as the concession length
best represents the future use of the assets within the CGU.
Management forecasted a recovery in following two years for number
of passengers based on past experience on issues impacted Cruise
industry (Costa Concordia case, 2008 global economic crisis), the
publications made by Cruise Industry stakeholders, and the cash
flows for following seven years with the remaining concession term
having minimal estimated growth or industry growth. The key
assumptions used in the estimation of the recoverable amount are
set out below.
2021
Post-tax discount rate used for Ports with Euro functional currency 4.33% - 7.64%
Post-tax discount rate used for Ports with USD functional currency 7.70% - 10.54%
Annualized growth, year 2 - year 7 "Passengers" 2.00% - 5.97%
For all of the cruise ports, the recoverable amount estimated
was in excess of the carrying amount of that CGU and thus no
impairment has been recognised (2019: no impairment recognised) as
the recoverable amount is higher than the carrying value of the
respective CGU. 11 Intangible assets (continued)
Changing the assumptions selected by management, in particular
the discount rate and growth rate assumptions used in the cash flow
projections, could significantly affect the Group's impairment
evaluation and hence reported assets and profits or losses.
In relation to a number of the smaller cruise ports in the Other
Cruise segment there is sufficient uncertainty relating to the
assumptions on which the cash flow projections that have been
prepared such that there is a risk of an impairment to the carrying
amount of the CGUs within the next financial year. The total
carrying amount of these CGUs is USD3.6m. When preparing the cash
flow forecasts for these ports, it has been assumed that revenue in
2022 is higher than 2019 by between 10%-25%, reflecting booked
cruise calls. It is then assumed that revenue will grow in line
with historic growth rates for the remainder of the concessions.
Due to the largely fixed cost base, EBITDA margins are also
expected to grow for the remainder of the concession to a maximum
of 50%. Due to the short length of the remaining concession period
for these ports, a further extended 'no sail' period that could
arise from further Covid-19 restrictions could lead to significant
impairment of the carrying amounts.
In relation to Port of Adria, an indicator of impairment has
been identified as, whilst the port has continued to operate
through the period, the port has not grown as expected when
acquired in 2013. As a result, long term growth assumptions have
been revised and an impairment of USD 3.587 thousand (2019: no
impairment recognised) has been recognised. The recoverable amount
of the CGU has been estimated as USD 56.6 million (EUR 48.3
million) based on its value in use.
Assumption Approach to determining assumption Assumption used
Annual revenue growth Bottom-up planning for key revenue items for the 5.2% - 9.9%
2021-2025 foreseeable period of 5 years
Annual revenue growth 2026 to In line with expected GDP growth 3.9%
end of concession
EBITDA margin growth Based on comparable container ports' margins Growing up to 59% at the end of the
concession from today's c. 28%
Discount rate Based on comparable ports' cost of debt and cost 7.00%
of equity on area
The following reasonable adverse changes to key assumptions will
result the in the following impairment charge being recognised (if
all other assumptions remain the same):
CGU Reduction in revenue growth of 1% Reduction in EBITDA margin of 1% 1% increase to discount rate
(USD'000) (USD'000) (USD'000)
Port of Adria 1,470 1,470 6,000 12 Equity-accounted investments
The nature of the operations and the locations of the
equity-accounted investees of the Company are listed below:
Locations Operations
Equity-accounted investees
LCT - Lisbon Cruise Terminals, LDA ("LCT") Portugal Port operations
SATS - Creuers Cruise Services Pte. Ltd. ("Singapore Port") Singapore Port operations
Venezia Investimenti Srl. ("Venice Investment") Italy Port investments
Goulette Cruise Holding ("Goulette") UK Port investments
La Spezia Cruise Facility Srl. ("La Spezia") Italy Port operations
Pelican Peak Investments Inc ("Pelican Peak") Canada Ancillary services
Lisbon Cruise Terminals
The Group has entered into the concession agreement of Lisbon
Cruise Port within the framework of a public-service concession on
18 July 2014 as a part of the consortium comprising Global Liman,
RCCL, Creuers and Group Sousa - Investimentos SGPS, LDA. The
operation right of Lisbon Cruise Port has been transferred by the
Port Authority of Lisbon to LCT-Lisbon Cruise Terminals, LDA, which
was established by the Consortium on 26 August 2014. The Group has
a 46.2% effective interest in Lisbon Cruise Terminals as at 31
March 2021, hence the Group can only appoint a minority of
Directors to the Board and therefore does not have control over the
entity. Lisbon Cruise Terminals has been recognised as an
equity-accounted investee in the consolidated financial report as
at and for the periods ended 31 March 2021 and 2019. 12
Equity-accounted investments (continued)
Singapore Port
Barcelona Port Investments, S.L ("BPI") was established as a
joint venture between the Group and Royal Caribbean Cruises Ltd.
("RCCL") on 26 July 2013 for the purpose of acquiring Creuers.
Global Liman has 62% ownership in BPI. Creuers holds a 100%
interest in the port operation rights for the Barcelona cruise
port, as well as an 100% interest in the port operation rights for
the Malaga cruise port and a 40% interest in the port operation
rights for the Singapore cruise port. Singapore cruise port has a
fiscal year starting from 1 April and ending on 31 March. The
entity's financial results are aligned to the Group's fiscal year
to account for under the scope of IAS 28. The effective interest
held on Singapore cruise port is 24.8%. Singapore has been
recognised as an equity-accounted investee in the consolidated
financial report as at and for the periods ended 31 March 2021 and
31 December 2019.
Venice Investment
Venezia Investimenti Srl is an international consortium formed
for investing in Venezia Terminal Passegeri S.p.A ("VTP"). The
international consortium formed as a joint venture by GPH, Costa
Crociere SpA, MSC Cruises SA and Royal Caribbean Cruises Ltd each
having a 25% share of the Company.
Goulette Cruise Holding
Goulette Cruise Holding is a joint venture established 50%-50%
between the Company and MSC Cruises S.A. ("MSC"), to acquire La
Goulette Shipping Cruise, which operates the cruise terminal in La
Goulette, Tunisia. The Company made a share capital contribution
for its 50% shareholding amounting to EUR55 thousand and issued a
loan of USD6m in December 2019 to fund the acquisition of La
Goulette Shipping Cruise proportionately to its share. The joint
venture acquired the shares in La Goulette Shipping Cruise on 26
December 2019.
La Spezia
GPH purchased a minority interest of 28.5% through POH in La
Spezia Cruise Facility Srl, which has the operating rights of La
Spezia Cruise Port, Italy.
Pelican Peak
Group invested Pelican Peak, a company established in Canada and
operating in the Caribbean region to provide ancillary services to
cruise passengers. The investment in Pelican Peak shares were made
as part of the Group's plans to integrate its services vertically
and increase ancillary service opportunities of the Group.
Impairment analysis
Management prepared formal forecasts for Equity accounted
investees for their remaining concession period, which are used to
estimate their Value In Use ("VIU"). VIU calculations requires
subjective judgements based on a wide range of variables at a point
in time including future passenger numbers, growth forecast and
discount rates. Due to the adverse impact of the Covid-19 pandemic
on the Group's trade, an indicator of impairment has been
identified for all investments within the Group.
The recoverable amount of each investment is estimated using a
value in use (VIU) model. The Group uses the budget and long-range
plan as approved by the boards of respective entities as the basis
for the discounted cash flow models. The period over which cash
flows have been projected is the length of the relevant concession
agreement. The concession period has been used instead of 5 years
(and a terminal value) as the concession length best represents the
future use of the assets.
For the investments of Singapore, Lisbon, Goulette and Pelican
Peak the recoverable amount estimated was significantly in excess
of the carrying amount of that investment and thus no impairment
has been recognised (2019: no impairment recognised).
In relation to Venezia Investimenti, an indicator of impairment
has been identified as, whilst the port has continued to operate
through the period, the port has not grown as expected since
acquisition in 2016, and the concession period remaining decreased
significantly. As a result, a detailed analysis for the investment
has been made and taking into consideration the recent limitations
and restrictions to cruise traffic in Venice, an impairment of
USD8.4 million (2019: no impairment recognised) has been
recognised. The recoverable amount of the investment has been
estimated as USD2.5 million using a discount rate of 9.1% based on
its value in use. 12 Equity-accounted investments (continued)
For the year ended 31 March 2021
At 31 March 2021, Venezia Investimenti, Lisbon Cruise Terminals,
Goulette Cruise Holding, Singapore Port and Pelican Peak are
equity-accounted investees in which the Group participates.
The following table summarises the financial information of
Goulette Cruise Holding, Venezia Investimenti, Lisbon Cruise
Terminals, Singapore Port and Pelican Peak as included in the
consolidated financial statements as at 31 March 2021. The table
also reconciles the summarised financial information to the
carrying amount of the Group's interest in Lisbon Cruise Terminals
and Singapore Port.
Pelican Venezia Lisbon Cruise Singapore
Peak Goulette Cruise Holding Investimenti Terminals Port
(USD'000)
(USD'000) (USD'000) (USD'000) (USD'000)
Percentage ownership interest 10.23% 50.00% 25.00% 50.00% 40.00%
Non-current assets 5,323 21,106 17,083 29,980 12,093
Current assets 3 2,350 3,513 3,259 24,275
Non-current liabilities (300) (20,201) (10,751) (14,189) (7,620)
Current liabilities (349) (4,719) (34) (1,718) (10,800)
Net assets (100%) 4,676 (1,464) 9,811 17,332 17,948
Group's share of net assets 478 (732) 2,453 8,666 7,179
Carrying amount of interest in 478 -- (*) 2,453 8,666 7,179
equity-accounted investees
Revenue -- -- 861 2,674 22,331
Expenses (1,112) (1,593) (231) (4,908) (18,327)
Profit and total comprehensive income for (1,112) (1,593) 631 (2,233) 4,004
the year (100%)
Group's share of profit and total (114) (64) (*) 158 (1,117) 1,602
comprehensive income
(*) Group has no obligation to fund the Goulette's operations or
has made payments on behalf of the Goulette. The Group's interest
on Goulette is reduced to zero, yearly result recognized is the
balance nullifying the equity.
As at 31 March 2021, the amounts in the above table include the
following:
Pelican Venezia Lisbon Cruise Singapore
USD '000 Peak Goulette Cruise Investimenti Terminals Port
Holding (USD'000)
(USD'000) (USD'000) (USD'000) (USD 000)
Cash and cash equivalents 3 9 3,513 2,892 11,714
Non-current financial liabilities (excluding trade (265) 16,250 -- (13,816) (7,174)
and other payables and provisions)
Current financial liabilities (excluding trade and -- -- -- (561) (617)
other payables and provisions)
Interest income -- 873 -- -- --
Depreciation and amortisation -- -- (2) (1,751) (3,322)
Interest expense -- (795) -- (542) (336)
Income tax expense -- -- -- 594 (820)
For the 15 months ended 31 March 2021, the Group's share of
profit and total comprehensive income is set out below:
Net profit
(USD '000)
Singapore Port 1,602
Venezia Investimenti 158
Pelican Peak (114)
Goulette Cruise Holding (64)
Lisbon Cruise Terminals (1,117)
Group's share of profit and total comprehensive income 465 12 Equity-accounted investments (continued)
For the year ended 31 December 2019
At 31 December 2019, La Spezia, Venezia Investimenti, Lisbon
Cruise Terminals and Singapore Port are equity-accounted investees
in which the Group participates.
The following table summarises the financial information of La
Spezia, Goulette Cruise Holding, Venezia Investimenti, Lisbon
Cruise Terminals and Singapore Port as included in the consolidated
financial statements as at 31 December 2019. The table also
reconciles the summarised financial information to the carrying
amount of the Group's interest in Lisbon Cruise Terminals and
Singapore Port.
La Spezia Venezia Lisbon Cruise Singapore
Goulette Cruise Holding Investimenti Terminals Port
(USD'000) (USD'000)
(USD'000) (USD'000) (USD'000)
Percentage ownership interest 30.00% 50.00% 25.00% 50.00% 40.00%
Non-current assets -- 13,536 34,274 29,465 7,141
Current assets 24 246 5,020 6,484 19,272
Non-current liabilities -- (13,659) -- (13,569) (2,846)
Current liabilities -- -- (37) (3,476) (5,312)
Net assets (100%) 24 123 39,257 18,904 18,255
Group's share of net assets 7 62 9,814 9,452 7,302
Carrying amount of interest in 7 62 9,814 9,452 7,302
equity-accounted investees
Revenue -- -- 3,053 7,832 28,490
Expenses -- -- (925) (6,340) (17,735)
Profit and total comprehensive income for -- -- 2,128 1,492 10,755
the year (100%)
Group's share of profit and total -- -- 532 746 4,302
comprehensive income
As at 31 December 2019, the amounts in the above table include
the following:
La Spezia Venezia Lisbon Cruise Singapore
USD '000 Goulette Cruise Investimenti Terminals Port
(USD'000) Holding (USD'000)
(USD'000) (USD'000) (USD 000)
Cash and cash equivalents 24 246 5,000 3,193 2,763
Non-current financial liabilities (excluding trade -- 13,659 -- (13,569) (2,403)
and other payables and provisions)
Current financial liabilities (excluding trade and -- -- -- (934) (337)
other payables and provisions)
Interest income -- -- -- -- 74
Depreciation and amortisation -- -- (2) (1,260) (1,885)
Interest expense -- -- -- (456) --
Income tax expense -- -- -- (444) (2,615)
For the year ended 31 December 2019, the Group's share of profit
and total comprehensive income is set out below:
Net profit
(USD '000)
Venezia Investimenti 532
Lisbon Cruise Terminals 746
Singapore Port 4,302
Group's share of profit and total comprehensive income 5,580 13 Cash and cash equivalents
As at 31 March 2021 and 31 December 2019, cash and cash
equivalents comprised the following:
2021 2019
(USD '000) (USD '000)
Cash on hand 72 132
Cash at banks 164,232 63,601
- Demand deposits 141,433 39,288
- Time deposits 22,799 17,815
- Overnight deposits -- 6,498
Other cash and cash equivalents 6,295 47
Cash and cash equivalents 170,599 63,780
As at 31 March 2021 and 31 December 2019, maturities of time
deposits comprised the following:
2021 2019
(USD '000) (USD '000)
Up to 1 month 21,706 23,248
1-3 months 1,093 1,065
Total 22,799 24,313
As at 31 March 2021 and 31 December 2019, the ranges of interest
rates for time deposits are as follows:
2020 2019
Interest rate for time deposit-TL (highest) 18.8% 9.0%
Interest rate for time deposit-TL (lowest) 18.0% 8.0%
Interest rate for time deposit-USD (highest) -- 1.9%
Interest rate for time deposit-USD (lowest) -- 1.3%
Interest rate for time deposit-EUR (highest) 0.05% 0.01%
Interest rate for time deposit-EUR (lowest) 0.35% 0.15%
As at 31 March 2021, cash at bank held at BPI, Nassau Cruise
Port, Ege Port and Port of Adria amounting to USD 15,639 thousand
(31 December 2019: USD 5,672 thousand) is restricted due to debt
service reserve amounts regarding financing agreements and
subscription guarantees (Note 15). Debt service reserve guarantees
were given for the following period's interest and principal
payment and can be used when requested for investment purposes. 14
Capital and reserves a. Share capital
The Company's shares are ordinary voting shares. There are no
preferential rights attached to any shares of the Company.
The details of paid up share capital as of 31 December are as
follows:
Number of shares Share capital Share Premium
'000 USD'000 USD'000
Balance at 1 January 2018 62,827 811 --
Balance at 31 December 2018 62,827 811 --
Balance at 31 December 2019 62,827 811 -- 14 Capital and reserves (continued) b. Nature and purpose of reserves i. Translation reserves
The translation reserves amounting to USD 58,779 thousand (31
December 2019: USD 213,715 thousand) are recognised as a separate
account under equity and comprises foreign exchange differences
arising from the translation of the consolidated financial
statements of subsidiaries and equity-accounted investees from
their functional currencies (of Euro and TL) to the presentation
currency USD. ii. Legal reserves
Under the Turkish Commercial Code, Turkish companies are
required to set aside first and second level legal reserves out of
their profits. First level legal reserves are set aside as up to 5%
of the distributable income per the statutory accounts each year.
The ceiling of the first level reserves is 20% of the paid-up share
capital. The requirement to set aside ends when the 20% of the
paid-up capital level has been reached. Second level legal reserves
correspond to 10% of profit distributed after the deduction of the
first legal reserves and the minimum obligatory dividend pay-out,
but holding companies are not subject to this regulation. There is
no ceiling for second level legal reserves and they are accumulated
every year. First and second level legal reserves cannot be
distributed until they exceed 50% of the capital, but the reserves
can be used for offsetting the losses in case free reserves are
unavailable. As at 31 March 2021, the legal reserves of the Group
amounted to USD 6,014 (31 December 2019: USD 13,144 thousand). iii.
Hedging reserves
Net investment hedge
In the year ended 31 March 2021, Global Liman has used its US
Dollar Eurobond financing in a net investment hedge of the US
Dollar net assets of Ege Port and Bodrum Cruise Port (31 December
2019: the Company has used its US Dollar Eurobond financing in a
net investment hedge of the US Dollar net assets of Ege Port,
Bodrum Cruise Port and Port Akdeniz). A foreign exchange loss
recognised in other comprehensive income as a result of net
investment hedging was USD 45,209 thousand (2019: loss USD 24,725
thousand).
The net investment hedge of the US Dollar net asset of Port
Akdeniz has been eliminated with the disposal accounting. Total
hedged amount on GLI (the group company held Port Akdeniz' shares)
accounts amounted to USD 223,934 thousand. Translation reserves
created during elimination of Port Akdeniz equity (GLI, sub holding
company, has TL functional currency, which resulted translation
gains on the elimination of subsidiaries equity against its
investments held in TL) created during PA consolidation was USD
216,235 thousand, leaving a loss of USD 7,699 thousand on the
disposal transaction.
Cash flow hedge
The Group entered into an interest rate swap in order to hedge
its position against changes in interest rates. The effective
portion of the cash flow hedge that was recognised in other
comprehensive income was USD 469 thousand loss (31 December 2019,
USD 335 thousand loss). The amount that was reclassified from
equity to profit and loss within the cash flow hedges - effective
portion of changes in fair value line item for the year was USD 244
thousand (31 December 2019, USD 246 thousand) recognized at
financial expenses on profit and loss statement. 14 Capital and
reserves (continued) b. Nature and purpose of reserves
(continued)
The hedge instrument payments will be made in the periods shown
below, at which time the amount deferred in equity will be
reclassified to profit and loss:
More than 3 5 years or less
3 months months but less but more than More than
or less than 1 year 1 year 5 years
(USD '000) (USD '000) (USD '000) (USD '000)
Net cash outflows exposure
Liabilities 110 89 145 --
At 31 March 2021 110 89 145 --
Net cash outflows exposure
Liabilities -- 220 265 --
At 31 December 2019 -- 220 265 -- iv. Merger reserves
On 17 May 2017, Global Ports Holding PLC was listed on the
Standard Listing segment of the Official List and trading on the
Main Market of the London Stock Exchange. As part of a
restructuring accompanying the Initial Public Offering ("IPO") of
the Group on 17 May 2017, Global Ports Holding PLC replaced Global
Liman Isletmeleri A.S. as the Group's parent company by way of a
Share exchange agreement. Under IFRS 3 this has been accounted for
as a Group reconstruction under merger accounting. These
consolidated financial statements have been prepared as a
continuation of the existing Group. Merger accounting principles
for this combination have given rise to a merger reserve of USD 225
million. This has been transferred from the merger reserve to
retained earnings subsequent to the share capital reduction, as it
does not have any features distinct from retained earnings. c.
Dividends
Dividend distribution declarations are made by the Company in
GBP and paid in USD in accordance with its articles of association,
after deducting taxes.
The Board of the Company has decided to temporarily suspend the
dividend for full year 2019, until the situation related to spread
of Covid-19 ("coronavirus") becomes clearer, no dividend was
decided and distributed during the reporting period ended 31 March
2021.
GPH PLC proposed and paid a 2019 interim dividend of GBP 0.155
per share to its shareholders, giving a distribution of GBP 9,738
thousand (USD 12,580 thousand).
GPH PLC declared 2018 final dividend of GBP 0.212 per share to
its shareholders on 24 May 2019 and paid on 5 July 2019, giving a
distribution of GBP 13,319 thousand (USD 16,645 thousand).
The total dividends in respect of the year ended 31 December
2019 were USD 29,225 thousand.
Dividends to non-controlling interests totalled USD 237 thousand
in the reporting period (2019: USD 6,366 thousand) and comprised a
distribution of USD 24 thousand (2019: USD 2,550 thousand) made to
other shareholders by Valletta Cruise Port fully in cash, and a
distribution of USD 213 thousand (2019: USD 3,751) made to other
shareholders by Barcelona Port Investments fully paid in cash
(2019: a distribution of USD 65 thousand made to other shareholders
by Cagliari Cruise Port no cash settlement). 15 Loans and
borrowings
As at 31 March 2021 and 31 December 2019, loans and borrowings
comprised the following:
2021 2019
Current loans and borrowings
(USD '000) (USD '000)
Current portion of bonds issued 272,437 18,554
Current bank loans 3,802 12,497
-- TL 2,529 3,632
-- Other currencies 1,273 8,865
Current portion of long-term bank loans 16,654 29,899
-- TL 3,877 822
-- Other currencies 12,777 29,077
Lease obligations 2,307 1,741
Finance leases -- 622
Lease obligations recognized under IFRS 16 2,307 1,119
Total 295,200 62,691
2021 2019
Non-current loans and borrowings
(USD '000) (USD '000)
Non-current portion of bonds issued 113,734 232,436
Non-current bank loans 76,389 94,156
-- TL -- 7
-- Other currencies 76,389 94,149
Finance lease obligations 63,611 63,707
Finance leases -- --
Lease obligations recognized under IFRS 16 63,611 63,707
Total 253,734 390,299
As at 31 March 2021 and 31 December 2019, the maturity profile
of long-term bank loans comprised the following:
2021 2019
Year
(USD '000) (USD '000)
Between 1-2 years 24,523 270,997
Between 2-3 years 22,052 11,463
Between 3-4 years 30,792 9,130
Over 4 years 112,756 35,002
Total 190,123 326,592
As at 31 March 2021 and 31 December 2019, the maturity profile
of lease obligations comprised the following:
USD '000 2021 2019
Future minimum Interest Present value of minimum Future minimum Interest Present value of minimum
lease payments lease payments lease payments lease payments
Less than one 5,118 (2,811) 2,307 3,646 (1,905) 1,741
year
Between one and 142,913 (79,302) 63,611 142,638 (78,931) 63,707
five years
Total 148,031 (82,113) 65,918 146,284 (80,836) 65,448 15 Loans and borrowings (continued)
Details of the loans and borrowings as at 31 March 2021 are as
follows:
As at 31 March 2021
Loans and borrowings type Company name Currency Maturity Interest Interest Principal Carrying
type rate % value
Loans used to finance investments and
projects
Unsecured Eurobonds (i) Global Liman USD 2021 Fixed 8.13 250,000 256,817
Unsecured Bond (vi) Nassau Cruise Port USD 2040 Fixed 8.00 124,470 129,355
Secured Loan (ii) Barcelona Port EUR 2023 Floating Euribor + 14,445 14,403
Investments 4.00
Secured Loan (iii) Malaga Cruise Port EUR 2025 Floating Euribor 3m + 3,840 3,818
1.75
Secured Loan (iv) Valetta Cruise EUR 2035 Floating Euribor + 12,063 10,906
Port 2.80
Secured Loan Cagliari Cruise EUR 2026 Fixed 2.20 - 5.55 556 556
Port
Secured Loan Bodrum Cruise Port TL 2021 Fixed 9.50 - 19.00 375 396
Secured Loan (v) Port of Adria EUR 2025 Floating Euribor + 22,892 23,049
4.25
Secured Loan Port of Adria EUR 2022 Fixed 3.15 - 3.30 1,186 1,189
Secured Loan Catania Cruise EUR 2027 Fixed 2.20 - 5.55 30 30
Port
Secured Loan Balearic Handling EUR 2025 Fixed 1.50 132 132
Secured Loan Shore Handling EUR 2028 Fixed 1.50 253 253
Secured Loan Barcelona Cruise EUR 2024 Floating EURIBOR + 2,816 2,819
Port 4.00
Secured Loan (vii) Antigua Cruise USD 2026 Floating LIBOR + 5.75 33,283 33,283
Port
466,341 477,006
Loans used to finance working capital
Unsecured Loan Global Liman TL 2021 Fixed 9.25 - 9.50 1,977 2,132
Unsecured Loan Ege Liman TL 2021 Fixed 30.60 3,576 3,878
5,553 6,010
Finance lease obligations (incl.
IFRS-16 Finance Lease)
Leasing Cagliari Cruise EUR 2026 Fixed 4.84 26 26
Port
Leasing Global Ports PLC GBP 2022 Fixed 3.5 406 406
Leasing Barcelona Cruise EUR 2029 Fixed 4.25 2,165 2,165
Port
Leasing Malaga Cruise Port EUR 2041 Fixed 2.00 9,380 9,380
Leasing Valetta Cruise EUR 2066 Fixed 4.27 67,512 26,539
Port
Leasing Bodrum Cruise Port TL 2067 Fixed 18.09 1,731 1,845
Leasing Port of Adria EUR 2043 Fixed 3.85 14,184 9,695
Leasing Zadar HRK 2038 Fixed 5.50 2,775 2,775
Leasing Cagliari Cruise EUR 2026 Fixed 4.84 378 318
Port
Leasing Nassau Cruise Port USD 2047 Fixed 1.79 137 137
Leasing Antigua Cruise USD 2048 Fixed 7.65 32,387 12,632
Port
131,081 65,918
548,934 15 Loans and borrowings (continued)
Details of the loans and borrowings as at 31 December 2019 are
as follows:
As at 31 December 2019
Loans and borrowings type Company name Currency Maturity Interest Interest rate Principal Carrying
type % value
Loans used to finance investments
and projects
Unsecured Eurobonds (i) Global Liman USD 2021 Fixed 8.13 250,000 250,989
Secured Loan (ii) Barcelona Port EUR 2023 Floating Euribor + 18,224 17,857
Investments 4.00
Secured Loan (iii) Malaga Cruise Port EUR 2025 Floating Euribor 3m + 4,467 4,437
1.75
Secured Loan (iv) Valetta Cruise Port EUR 2026 Floating Euribor + 10,295 9,162
2.80
Secured Loan Global BV EUR 2020 Floating Euribor + 5,430 5,441
4.60
Secured Loan Cagliari Cruise EUR 2026 Fixed 2.20 - 6.20 564 564
Port
Secured Loan Bodrum Cruise Port TL 2020 Fixed 17.0 - 27.5 513 594
Secured Loan (v) Port of Adria EUR 2025 Floating Euribor + 22,392 22,551
4.25
Secured Loan Port of Adria EUR 2019 Fixed 3.85 840 842
Secured Loan Ortadogu Liman TL 2020 Fixed 14.50 339 339
Secured Loan Ortadogu Liman USD 2020 Fixed 3.60 - 6.60 1,401 1,401
Secured Loan Ortadogu Liman EUR 2020 Fixed 3.40 - 6.00 533 535
Secured Loan Barcelona Cruise EUR 2024 Floating EURIBOR + 2,686 2,651
Port 4.00
Secured Loan (vi) Nassau Cruise Port USD 2021 Fixed 4.5 16,000 16,000
Secured Loan (vii) Antigua Cruise Port USD 2026 Floating LIBOR + 5,75 16,104 15,197
349,788 348,560
Loans used to finance working
capital
Unsecured Loan Global Liman TL 2020 Fixed 26.34 2,694 2,701
Unsecured Loan Ege Liman USD 2020 Fixed 4.95 1,500 1,511
Unsecured Loan Ege Liman EUR 2020 Fixed 3.54 2,377 2,437
Unsecured Loan Ege Liman TL 2020 - Fixed 15.84 - 30.6 534 509
2021
Secured Loan Ortadogu Liman EUR 2020 Fixed 3.80 - 8.75 20,849 21,025
Secured Loan Ortadogu Liman USD 2020 Fixed 3.80 - 8.75 10,289 10,478
Secured Loan Ortadogu Liman TL 2020 Fixed 26 320 321
38,563 38,982
Finance lease obligations
Leasing Ortadogu Liman USD 2020 Fixed 7.35 186 186
Leasing Cagliari Cruise EUR 2021 Fixed 1.96 45 44
Port
Leasing Ege Liman USD 2020 Fixed 7.75 1 1
Leasing Ege Liman EUR 2020 Fixed 5.5 385 385
Leasing Global Ports PLC GBP 2022 Fixed 3.5 690 648
Leasing Barcelona Cruise EUR 2020 Floating 3.9 3 4
Port
Leasing Barcelona Cruise EUR 2030 Floating 4.0 2,424 2,424
Port
Leasing Malaga Cruise Port EUR 2036 Floating 4.0 9,478 9,479
Leasing Valetta Cruise Port EUR 2066 Floating 4.27 25,386 25,001
Leasing Bodrum Cruise Port TL 2067 Fixed 8.3 2,441 2,474
Leasing Port of Adria EUR 2043 Floating 3.85 14,115 9,408
Leasing Zadar HRK 2038 Fixed 9.35 2,993 2,994
Leasing Cagliari Cruise EUR 2026 Fixed 4.5 328 328
Port
Leasing Antigua Cruise Port USD 2048 Floating 7.65 12,072 12,072
70,547 65,448
452,990 15 Loans and borrowings (continued)
Detailed information relating to significant loans undertaken by
the Group is as follows: i. The sales process of the Eurobond
issuances amounting to USD 250 million with 7 years of maturity,
and8.125% coupon rate based on 8.250% reoffer yield was completed
on 14 November 2014. Coupon repayment was madesemi-annually. The
bonds have beenquoted on the Irish Stock Exchange.
Eurobonds contain the following key covenants: ? If a concession
termination event occurs at any time, Global Liman (the "Issuer")
must offer torepurchase all of the notes pursuant to the terms set
forth in the indenture (a "Concession Termination EventOffer"). In
the Concession Termination Event Offer, the Issuer will offer a
"Concession Termination Event Payment"in cash equal to 100% of the
aggregate principal amount of notes repurchased, in addition to
accrued and unpaidinterest and additional amounts, if any, on the
notes repurchased, to the date of purchase (the
"ConcessionTermination Event Payment Date"), subject to the rights
of holders of notes on the relevant record date to receiveinterest
due on the relevant interest payment date. ? According to the
Eurobond issued by Global Liman, the consolidated leverage ratio
may not exceed 5.0 to 1(incurrence covenant). The consolidated
leverage ratio as defined in the Eurobond includes Global Liman as
theissuer and all of its consolidated subsidiaries excluding the
Malaga Cruise Port (being Unrestricted Subsidiary asdefined in the
Eurobond). Nassau Cruise Port and GPH Antigua are subsidiaries of
GPH PLC, therefore not included onthe covenant computation of
Global Liman Eurobond. Irrespective of the consolidated leverage
ratio, the issuer willbe entitled to incur any or all of the
following indebtedness: ? Indebtedness incurred by the Issuer or
Ege Ports ("Guarantor") pursuant to one or more credit facilitiesin
an aggregate principal amount outstanding at any time not exceeding
USD 5 million; ? Purchase money indebtedness incurred to finance
the acquisition by, the Issuer or a RestrictedSubsidiary, of assets
in the ordinary course of business in an aggregate principal amount
which, when addedtogether with the amount of indebtedness incurred
and then outstanding, does not exceed USD 10 million; ? Any
additional indebtedness of the Issuer or any Guarantor (other than
and in addition to indebtednesspermitted above) and Port of Adria
indebtedness, provided, however, that the aggregate principal
amount ofIndebtedness outstanding at any time of this clause does
not exceed USD 20 million; and provided further, that morethan 50%
in aggregate principal amount of any Port of Adria indebtedness
incurred pursuant to this clause isborrowed from the International
Finance Corporation and/or the European Bank for Reconstruction and
Development. ? Group debt covenants are calculated based on
applicable IFRSs as of the time the lease obligations wereinitially
recognised. Therefore, the group debt covenants as at period end
have not been affected from thetransition to IFRS 16 in 2019. ii.
On 30 September 2014, BPI and Creuers entered into a syndicated
loan. Tranche A of this loan is paidsemi-annually, at the end of
June and December, with the last payment being in 2023. Tranche B
already paid,Tranche C amounting to Euro 2.4 million has a bullet
payment in 2024. The interest rate of this loan is Euribor 6m+
4.00%. The syndicated loan is subject to a number of financial
ratios and restrictions, breach of which couldlead to early
repayment being requested. Under this loan, in the event of
default, all the shares of BPI (a totalof 3,170,500 shares each
being EUR1) and Creuers (3,005,061shares each being EUR1) are
pledged together with certainrights of these companies. The
agreement includes terms about certain limitations on dividends
payments, newinvestments, and change in the control of the
companies, change of the business, new loans and disposal of
assets. iii. On 12 January 2010, Cruceros Málaga, S.A. entered into
a loan agreement with Unicaja regarding a Euro 9million loan to
finance the construction of the new terminal. This loan had an
18-month grace period. It is linkedto Euribor and has a term of 180
months from the agreement execution date. Therefore, the maturity
date of the loanis on 12 January 2025. A mortgage has been taken
out on the administrative concession agreement to
guaranteerepayment of the loan principal and accrued interest
thereon. 15 Loans and borrowings (continued) iv. Valletta Cruise
Port's bank loans and overdraft facilities bear interest at Euribor
+ 3% (31 December2019: + 3%) per annum and are secured by a
mortgage over VCP's present and future assets, together with a
mortgageover specific property within the concession site for a
period of 65 years commencing on 21 November 2001. v. Port of Adria
entered into a loan agreement with EBRD amounting to Euro 20
million in total on 26February 2018 with a 6-year maturity, 2 years
grace period and an interest rate of Euribor + 4.25%. Principal
andinterest will be payable quarterly, in January, April, July and
November of each year. Under this loan agreement,in the event of
default, all shares of Port of Adria (12.040.993 Shares having
0,5026 EUR nominal value per each and30.683.933 Shares having
1,1485 EUR nominal value per each) are pledged to the bank in
accordance with a share pledgeagreement. In compliance with this
agreement, the Company is also guarantor of Port of Adria, and as
per agreement,the Company has to comply with the consolidated
leverage ratio of 5.0 to 1, as it is presented on the Eurobond
ofGlobal Liman. vi. In June 2020, NCP has successfully completed a
private bond offering. The 20-year unsecured bond willmature in
2040 and pay a semi-annual coupon of 8.0% p.a. starting in June
2021. vii. On 26 September 2019, GPH Antigua entered into a
syndicated loan with 6 years maturity and 2 years graceperiod.
Repayment will be made quarterly starting from 31 December 2021, at
a principal rate of 2.0835%. Remainingamount (58.33%) will be paid
at 31 December 2026. The interest rate of this loan will be Libor +
5.75% prior to NewPier completion date and Libor + 5.25% after
completion of New pier construction. The syndicated loan is subject
toa number of financial ratios and restrictions, breach of which
could lead to early repayment being requested. Theagreement
includes terms about certain limitations on dividends payments, new
investments, and change in thecontrol of the companies, change of
the business, new loans and disposal of assets.
Reconciliation of movements of liabilities to cash flows arising
from financing activities
USD'000 Liabilities Equity
Note Loans and Leases Retained NCI Total
Borrowings earnings
Balance at 1 January 2020 387,542 65,448 61,053 86,330 600,373
Changes from financing cash flows
Proceeds from loans and borrowings 160,641 455 -- -- 161,096
Repayment of borrowings / leases (52,318) (3,922) -- -- (56,240)
Dividend paid 14 (c) -- -- -- (237) (237)
Total changes from financing cash flows 108,323 (3,467) -- (237) 104,619
The effect of changes in foreign exchange 40,262 (450) (224) 3,715 43,303
rates
Other changes
Liability-related
Disposal (29,469) -- 5,854 -- (23,615)
Interest expense 30,339 4,912 -- -- 35,251
Interest paid (17,569) (2,803) -- -- (20,372)
Total liability-related other changes (36,412) 2,278 -- -- (34,134)
Total equity-related other changes -- -- (78,834) (14,986) (93,820)
Balance at 31 March 2021 483,016 65,918 (12,151) 74,822 611,605 15 Loans and borrowings (continued)
USD'000 Liabilities Equity
Note Loans and Leases Retained NCI Total
Borrowings earnings
Balance at 1 January 2019 345,146 1,905 108,981 91,045 547,077
Changes from financing cash flows
Proceeds from loans and borrowings 74,918 -- -- -- 74,918
Repayment of borrowings / leases (31,949) (3,066) -- -- (35,015)
Dividend paid 14 (c) -- -- (29,225) (5,062) (35,591)
Total changes from financing cash flows 42,969 (3,066) (29,225) (5,062) 4,312
The effect of changes in foreign exchange 4,782 (304) 29 -- 4,507
rates
Other changes
Liability-related
New leases / other financial liability -- 67,132 -- -- 67,132
Interest expense 26,077 2,434 -- -- 28,511
Interest paid (26,388) -- -- -- (26,388)
Total liability-related other changes (5,044) (2,653) -- -- (7,697)
Total equity-related other changes -- -- (18,732) 347 (18,385)
Balance at 31 December 2019 387,542 65,448 61,053 86,330 600,373 16 Earnings / (Loss) per share
The Group presents basic earnings per share ("basic 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 period, less own shares acquired.
During the year, the Group introduced share-based payments as
part of its long-term incentive plan to directors and senior
management. The shares to be granted to the participants of the
scheme are only considered as potential shares when the market
vesting conditions are satisfied at the reporting date. None of the
market conditions are satisfied at the reporting date and therefore
there is no dilution of the earnings per share or adjusted earnings
per share (please refer to the glossary of APMs). There are no
other transactions that can result in dilution of the earnings per
share or adjusted earnings per share (please refer to the glossary
of APMs).
Earnings per share is calculated by dividing the profit
attributable to ordinary shareholders, by the weighted average
number of shares outstanding.
2021 2019
(USD '000) (USD '000)
Profit attributable to owners of the Company (80,313) (18,558)
Weighted average number of shares 62,826,963 62,826,963
Basic and diluted earnings / (loss) per share with par value of GBP 0.01 (cents per share) (127.8) (29.5)
Profit attributable to owners of the Company (93,219) (28.436)
Weighted average number of shares 62,826,963 62,826,963
Basic and diluted earnings / (loss) per share with par value of GBP 0.01 (cents per share) (148.4) (45.3) 17 Commitments and contingencies a. Litigation
There are pending lawsuits that have been filed against or by
the Group. Management of the Group assesses the possible results
and financial effects of these lawsuits at the end of each period
and as a result of these assessments, the required provisions are
recognised for the possible expenses and liabilities. The total
provision amount that has been recognised as at 31 March 2021 is
USD 6,118 thousand (31 December 2019: USD 1,295 thousand).
The information related to the significant lawsuits that the
Group is directly or indirectly a party to, is outlined below:
The Port of Adria-Bar (Montenegro) is a party to the disputes
arising from the collective labour agreement executed with the
union by Luka Bar AD (former employer/company), which was
applicable to Luka Bar AD employees transferred to Port of
Adria-Bar. The collective labour agreement has expired in 2010,
before the Port was acquired by the Group under the name of Port of
Adria-Bar. However, a number of lawsuits have been brought in
connection to this collective labour agreement seeking (i) unpaid
wages for periods before the handover of the Port to the Group, and
(ii) alleged underpaid wages as of the start of 2014. On March
2017, the Supreme Court of Montenegro adopted a Standpoint in which
it is ruled that collective labour agreement cannot be applied on
rights, duties and responsibilities for employees of Port of
Adria-Bar after September 30th, 2010. Although the Standpoint has
established a precedent that has applied to the claims for the
period after September 30th, 2010; there are various cases pending
for claims related to the period of October 1st, 2009 - September
30th, 2010. In respect of the foregoing period of one year, the
Port of Adria-Bar has applied to the Constitutional Court to
question the alignment of the collective labour agreement with the
Constitution, Labor Law and general collective agreement. The Port
of Adria-Bar is notified that the application for initiating the
procedure for reviewing the legality of the Collective Agreement
has been rejected due to a procedural reason, without evaluating
the arguments submitted. On May 17, 2021, the Supreme Court
dismissed Port of Adria's case and confirmed and accepted the
applicability of the conflicting articles of the collective
bargaining agreement in terms of employees' lawsuits for
employees.
As of 31 March 2021, the Group has allocated a provision expense
of USD 3,067 thousand for this lawsuit in its consolidated
financial statements.
On 24 July 2020, the Competition Authority initiated an
investigation against Ortadogu Liman, Metlog Lojistik Gemicilik
Turizm A.S., and MSC Gemi Acenteligi A.S., due to an alleged breach
of Article 4 and 6 of the Law on the Protection of Competition, Law
No. 4054 ("Competition Law"). Port Akdeniz has engaged legal
representation and submitted a full defence against all allegations
on 14 September 2020. As a result of such defence, all allegations
pertaining to the breach of Article 4 have been dropped by the
Competition Authority, however, in the investigation report
received on 2 August 2021, the Competition Authority has alleged
that Ortadogu Liman has alleged that Ortadogu Liman has engaged in
exclusionary abuse in breach of Article 6 of the Competition Law.
Whole process before the Competition Authority may take up to an
additional 6 to 12 months (excluding the possibility to file an
administrative lawsuit against a negative decision of the
Competition Authority).
At this stage, the claim has not matured, and it depends on the
decision of the Competition Authority and based on the defence
against the claims. The course of the process remains uncertain.
The aforementioned investigation report refers a potential monetary
fine ranging from 0.5% to 3.0% of Ortadogu Liman's annual revenue
in the year prior to the final decision. At this stage, a
reasonable estimation cannot be made on the liability related to
potential claims, accordingly no provision is recognised.
Ortadogu Liman has been sued for a service given to a commercial
ship. Following the local court's decision accepting the claims of
the ship owner, Ortadogu Liman has filed an appeal against such
decision.
As of 31 March 2021, the Group has allocated a provision expense
of USD 3,000 thousand for this lawsuit in its consolidated
financial statements. 17 Commitments and contingencies (continued)
b. Guarantees
As at 31 March 2021 and 31 December 2019, the letters of
guarantee given comprised the following:
2021 2019
Letters of guarantee
(USD '000) (USD '000)
Given to seller for the call option on APVS shares (*) 5,168 5,457
Given to Privatisation Administration / Port Authority 2,562 2,947
Other governmental authorities 218 5,715
Others 115 402
Total letters of guarantee 8,063 14,521
(*) Venetto Sviluppo ("VS"), the 51% shareholder of APVS, which
in turn owns a 53% stake in Venezia Terminal Passegeri S.p.A (VTP),
has a put option to sell its shares in APVS partially or completely
(up to 51%) to Venezia Investimenti (VI). This option originally
can be exercised between 15th May 2017 and 15th November 2018,
extended until the end of November 2021. If VS exercises the put
option completely, VI will own 99% of APVS and accordingly 71.51%
of VTP. The Group has given a guarantee letter for its portion of
25% to VS, which serves as a security of the full amount of the put
option mentioned above.
Other collaterals are disclosed in Note 15. c. Contractual
obligations
Ege Liman
The details of the TOORA ("Transfer of Operational Rights
Agreement") dated 2 July 2003, executed by and between Ege Liman
and OIB together with TDI are stated below:
The agreement allows Ege Liman to operate Ege Ports-Kusadasi for
a term of 30 years for a total consideration of USD 24.3 million
which has already been paid. Ege Liman's operation rights extend to
port facilities, infrastructure and facilities which are either
owned by the State or were used by TDI for operating the port, as
well as the duty-free stores leased by the TDI. Ege Liman is
entitled to construct and operate new stores in the port area with
the written consent of the TDI.
Ege Liman is able to determine tariffs for Ege Ports- Kusadasi's
port services at its own discretion without TDI's approval (apart
from the tariffs for services provided to Turkish military
ships).
The TOORA requires that the foreign ownership or voting rights
in Ege Liman do not exceed 49%. Pursuant to the terms of the TOORA,
the TDI is entitled to hold one share in Ege Liman and to nominate
one of Ege Ports - Kusadasi's board members. Global Liman appoints
the remaining board members and otherwise controls all operational
decisions associated with the port. Ege Ports-Kusadasi does not
have the right to transfer its operating rights to a third
party.
Ege Liman is liable for the maintenance of the Port together
with the port equipment in good repair and in operating condition
throughout its operating right period. After the expiry of the
contractual period, the real estate and the integral parts of it
shall be surrendered to the Government at a specific condition,
while the movable properties stay with Ege Liman.
Bodrum Liman
The details of the BOT Agreement dated 23 June 2004, executed by
and between Bodrum Liman and the DLH are stated below:
Bodrum Liman had to construct the Bodrum Cruise Port in a period
of 1 year and 4 months following the delivery of the land and
thereafter, will operate the Bodrum Cruise Port for 12 years. The
final acceptance of the construction was performed on 4 December
2007, and thus the operation period has commenced.
Bodrum Liman also executed an extension on prior Concession
Agreement with the General Directorate of National Property on 15
November 2018 ("Bodrum Port Concession Agreement"). The BOT
Agreement is attached to the Bodrum Port Concession Agreement and
Bodrum Liman is entitled to use the Bodrum Cruise Port under these
agreements for an extended period of 49 years starting from 31
December 2019. The BOT Agreement permits Bodrum Liman to determine
tariffs for Bodrum Cruise Port's port services at its own
discretion, provided that it complies with applicable legislation,
such as applicable maritime laws and competition laws. 17
Commitments and contingencies (continued) c. Contractual
obligations (continued)
Bodrum Liman (Continued)
Bodrum Liman was required to pay the Directorate General for
Infrastructure Investments a land utilisation fee. This fee
increases by Turkish Consumer Price index each year. With the
extension signed, this fee will be revised yearly as per the
agreement between Company and Directorate General.
Bodrum Liman is liable for the maintenance of the Port together
with the port equipment in good repair and in operating condition
throughout its operating right period. After the expiry of the
contractual period, the real estate and the integral parts of it
shall be surrendered to the Government at a specific condition,
while the movable properties stay with Bodrum Liman.
Port of Adria
The details of the TOORA Contract dated 15 November 2013,
executed by and between Global Liman and the Government of
Montenegro and AD Port of Adria-Bar are stated below:
Global Liman will be performing services such as repair,
financing, operation, maintenance in the Port of Adria for an
operational period of 30 years (terminating in 2043).
Port of Adria has an obligation to pay to the Government of
Montenegro (a) a fixed concession fee in the amount of Euro 500,000
per year; (b) a variable concession fee in the amount of Euro 5 per
twenty-foot equivalent ("TEU") (full and empty) handled over the
quay (ship-to-shore and shore-to-ship container handling), no fees
are charged for the movement of the containers; (c) a variable
concession fee in the amount of Euro 0.20 per ton of general cargo
handled over the quay (ship-to-shore and shore-to-ship general
cargo handling). However, pursuant to Montenegrin Law on
Concessions, as an aid to the investor for investing in a port of
national interest, the concession fee was set in the amount of Euro
1 for the period of three years starting from the effective date of
the TOORA Contract. Tariffs for services are regulated pursuant to
the terms of the concession agreement with the Montenegro port
authority, where the maximum rates are subject to adjustments for
inflation.
For the first three years of the agreement, Port of Adria had to
implement certain investment and social programmes outlined in the
agreement and had to commit Euro 13.6 million towards capital
expenditure during that period. This included launching and
investing Euro 6.5 million in certain social programmes at Port of
Adria Bar such as retrenching employees, the establishment of a
successful management trainee programme, and subsidising employees
to attend training and acquire additional qualifications, as well
as the provision of English lessons to employees. All the relevant
investment requirements already performed by Port of Adria at the
end of 2016.
Port of Adria is liable for the maintenance of the Port of Adria
together with the port equipment in good repair and in operating
condition throughout its operating right period. After the expiry
of the contractual period, the real estate and the integral parts
of it shall be surrendered to the Government of Montenegro at a
specific condition, while the movable properties stay with Port of
Adria.
Barcelona Cruise Port
The details of the TOORA Contract dated 29 July 1999, executed
by and between Creuers del Port de Barcelona and the Barcelona Port
authority are stated below:
Creuers del Port de Barcelona, S.A. ("Creuers") will be
performing the management of port services related to the traffic
of tourist cruises at the Port of Barcelona, as well as the
development of commercial complementary activities corresponding to
a seaport, in Adossat Wharf in Barcelona for an operational period
of 27 years. The port operation rights for Adossat Wharf (comprised
of Terminals A and B) terminates in 2030. The Port concession
period can be extended automatically for three years provided that
(i) Creuers has complied with all the obligations set forth in the
Port Concession; and (ii) Creuers remains rendering port services
on tourist cruises until the expiry of the extended term.
Therefore, the concession the concession period is considered to be
30 years.
Creuers is liable for the maintenance of Adossat Wharf Terminals
A and B, as well as ensuring that port equipment is maintained in
good repair and in operating condition throughout its concession
period. For the detailed maintenance and investment requirements,
explained in the concession agreement, replacement provision has
provided in the financials of the Company. After the expiry of the
contractual period, the real estate and the integral parts of it
shall be surrendered to the Barcelona Port Authority. 17
Commitments and contingencies (continued) c. Contractual
obligations (continued)
Barcelona Cruise Port (continued)
The concession is subject to an annual payment, which consisted
of the following fees: (i) a fee for the occupancy of the public
land at the port, (ii) a fee for the operation of public land for
commercial activities, and (iii) a general service fee.
The details of the TOORA Contract dated 26 July 2003, executed
by and between Creuers and the Barcelona Port authority are stated
below:
Creuers will be performing the management of port services
related to the traffic of tourist cruises at the Port of Barcelona,
as well as the development of commercial complementary activities
corresponding to a seaport, in WTC Wharf in Barcelona for an
operational period of 27 years. The port operation rights for the
World Trade Centre Wharf (comprised of Terminals N and S) terminate
in 2027. However, the Port concession period can be extended
automatically for three years provided that (i) Creuers has
complied with all the obligations set forth in the Port Concession;
and (ii) Creuers remains rendering port services on tourist cruises
until the expiry of the extended term. Therefore, the concession
period is considered as 30 years. Creuers is liable for the
maintenance of Adossat Wharf Terminals N and S together with the
port equipment in good repair and in operating condition throughout
its operating right period. After the expiry of the contractual
period, the real estate and the integral parts of it shall be
surrendered to the Barcelona Port Authority.
Malaga Cruise Port
The details of the TOORA Contract dated 9 July 2008, executed by
and between Cruceros Malaga and the Malaga Port authority are
stated below:
Cruceros Málaga, S.A. obtained an administrative concession to
occupy the Levante Terminal of the Malaga Port and its
exploitation, for a 30-year period, terminating in 2038. The
concession term can be extended for up to fifteen years, in two
terms of 10 and 5 additional years (extending the total concession
period to 45 years), due to an amendment to the Malaga Levante
Agreement approved by the Malaga Port Authority in its resolution
dated 28 October 2009. These extensions requires (i) the approval
by the Malaga Port Authority and (ii) Cruceros Malaga to comply
with all of the obligations set forth in the concession. Cruceros
will perform passenger services, terminal usage and luggage
services, as well as undertake general maintenance of the Levante
Terminal. Cruceros is responsible for ensuring that the port
equipment is maintained in good repair and operating condition
throughout the concession term.
The concession is subject to an annual payment, which consisted
of the following fees: (i) a fee for the occupancy of the public
land at the port, and (ii) a fee for the operation of public land
for commercial activities.
The details of the TOORA Contract dated 11 December 2011,
executed by and between Cruceros Malaga and the Malaga Port
authority are stated below:
Cruceros Málaga, S.A. obtained an administrative concession to
occupy El Palmeral Terminal of the Malaga Port and its
exploitation, for a 30-year period, terminating in 2042. Cruceros
will perform passenger services, terminal usage and luggage
services, as well as undertake general maintenance of the El
Palmeral Terminal. Cruceros is responsible for ensuring that the
port equipment is maintained in good repair and operating condition
throughout the concession term.
The concession is subject to an annual payment, which was Euro
154,897 in 2016, which consisted of the following fees: (i) a fee
for the occupancy of the public land at the port, and (ii) a fee
for the operation of public land for commercial activities. 17
Commitments and contingencies (continued) c. Contractual
obligations (continued)
Valletta Cruise Port
On 22 November 2001, VCP signed a deed with the Government of
Malta by virtue of which the Government granted a 65-year
concession over the buildings and lands situated in Floriana, which
has an area of 46,197square metres ("sqm"). VCP will perform
operation and management of a cruise liner passenger terminal and
an international ferry passenger terminal together with
complementary leisure facilities. The area transferred is used as
follows: retail 6,854sqm, office 4,833sqm, terminal 21,145sqm and
potential buildings 13,365sqm.
A ground rent is payable by Valletta Cruise Port to the
Government of Malta. At the end of each 12 months period, VCP is
required pay to the Government of Malta (a) 15% of all revenue
deriving from the letting of any buildings or facilities on the
concession site for that 12-month period, and (b) 10% of revenue
deriving from passenger and cruise liner operations, subject to the
deduction of direct costs and services from the revenue upon which
10% fee is payable.
Ravenna Passenger Terminal
On 19 December 2009, Ravenna Terminal Passeggeri S.r.l ("RTP")
signed a deed with the Ravenna Port Authority by virtue of which
the Port Authority granted a 10-year concession over the passenger
terminal area situated within Ravenna Port. RTP will perform
operation and management of a cruise passenger terminal in the
area. As at the end of 2020, Port Authority extended the concession
period by one year until December 2021.
A fixed rent is payable by RTP to the Port Authority in the sum
of Euro 895,541.67 during the concession period. The repayment of
the total amount is presented as Euro 3,000 for the year 2009, Euro
28,791.67 for the year 2010 and the remaining Euro 863,750 overall
for the years 2011 to 2020.
Catania Cruise Terminal
On 18 October 2011, Catania Cruise Terminal SRL ("CCT") signed a
deed with the Catania Port Authority by virtue of which the Port
Authority granted a 15-year concession over the passenger terminal
area situated on Catania City Center. CCT will perform operation
and management of a cruise passenger terminal in the area.
A fixed rent is payable by CCT to the Port Authority in the sum
of Euro 135,000.00 for each year during the concession period.
Cagliari Cruise Terminal
On 14 January 2013, Cagliari Cruise Port S.r.l ("CCP") signed a
deed with the Cagliari Port Authority by virtue of which the Port
Authority granted a 15-year concession over the passenger terminal
area situated within Cagliari Port. CCT will perform operation and
management of a cruise passenger terminal in the area.
A fixed rent is payable by CCP to the Port Authority in the sum
of Euro 44,315.74 for each year during the concession period.
Nassau Cruise Port
On 28 August 2019, Nassau Cruise Port Ltd ("NCP") signed a port
operation and lease agreement ("POLA") with the Government of The
Bahamas by virtue of which the Government of The Bahamas granted a
25-year concession over the passenger terminal area situated within
Nassau Cruise Port. The 25-year period will start from the
completion of the redevelopment project. Effective from 9 October
20219, NCP manages and operates Nassau Cruise Port at Prince George
Wharf, Nassau, The Bahamas. NCP will invest an amount of USD 250
million in expanding the capacity of the port. Investment amount
also includes ancillary contributions made to local community to
increase the wealth of people of Bahamas. These payments will be
made as grant and partly as interest free loan.
The first phase of the construction has started in November 2020
and is anticipated to be completed within 20 months. The second
phase of the construction is anticipated to start in the third
quarter of 2021 and be finalized by the end of 2022. Once
construction has been completed total revenues are expected to be
in the range of USD 35-40 million per annum.
Pursuant to the POLA, variable fee payment based on the number
of passengers is made to the Government of The Bahamas starting
from 9 October 2019. Until the redevelopment project is completed,
a minimum fixed fee will be payable to the Government of The
Bahamas amounting to USD 2 million. The minimum variable fee will
be increased to USD 2.5 million from construction end date until
the end of concession per annum. 17 Commitments and contingencies
(continued)
c) Contractual obligations (continued)
Antigua Cruise Port
On 31 January 2019, GPH (Antigua) Ltd signed a concession
agreement with the Government of Antigua and Barbuda and Antigua
and Barbuda Port Authority by virtue of which it is granted with a
30-year concession over the passenger terminal area situated within
Antigua Cruise Port. Effective from 23 October 2019, GPH (Antigua)
Ltd has assumed the operation and management of the cruise port in
St John's, Antigua and Barbuda.
As part of its obligations under the concession agreement, GPH
(Antigua) Ltd. has repaid the existing bond of USD 21 million and
invested an additional of USD 22 million to complete the new pier
and dredging works to accommodate the largest cruise ships in the
world. All such investments have been partially financed through
non-recourse project finance and the Group's cash equity
contribution of 27.5% at financial close. A variable fee payment
based on the number of passengers will be made to the contracting
authority with a minimum fee guarantee. From the 21st year of the
concession, GPH (Antigua) Ltd. will pay a share of its annual
revenue to the contracting authorities. 18 Leases
Lease as lessee (IFRS 16)
The Group entered into various operating lease agreements. In
the periods presented, the Group's main operating lease
arrangements as lessee are the port rent agreement of Valletta
Cruise Port until 2066, Port of Adria until 2043, Creuers until
2033, Cruceros until 2043, Zadar Cruise Port until 2039, Antigua
Cruise Port until 2049 and Bodrum Liman until 2067. Part of the
concession agreements of Creuers and Cruceros relating to the
occupancy of the public land at the port and the operation of
public land for commercial activities, which are out of scope of
IFRIC 12, have been accounted for under IFRS 16 - Leases.
The Company has a leasing agreement to rent its office at third
floor offices at 34 Brook Street London. This lease has no purchase
options and escalation clauses.
Right of use assets
Right-of-use assets related to leased properties that do not
meet the definition of investment property are presented
separately.
As at As at
31 March 2021 31 December 2019
(USD '000) (USD '000)
Balance at the beginning of the year / from initial application of IFRS 16 81,123 58,983
Depreciation charge for the year (3,963) (2,382)
Additions to Right of Use assets 8,279 25,601
Disposal group (49) --
Currency translation differences 2,079 (1,079)
Balance at year-end 87,469 81,123
The Company has created right of use asset for Antigua Cruise
Port after acquisition. A variable fee payment based on the number
of passengers will be made to the Port Authority with a minimum fee
guarantee. From the 21st year of the concession, ACP will pay a
share of its annual revenue annually to the Port Authority. Company
has repaid outstanding loan amounting to USD21,000 thousand on the
initial acquisition date. The Company has recognized the loan and
the discounted future payments as right of use asset and recognised
an equivalent lease liability.
Amounts recognized in profit or loss
As at As at
31 March 2021 31 December 2019
(USD'000) (USD '000)
Interest on lease liabilities (2,811) (2,385)
Expenses relating to short-term leases -- (75) 18 Leases (continued)
Right of use assets (continued)
Amounts recognized in statement of cash flows
As at As at
31 March 2021 31 December 2019
(USD'000) (USD '000)
Total cash outflow for leases (3,922) (3,066)
Extension options
All concession agreements contain extension options exercisable
by the Group. These options are exercisable with the submission of
the extension request by the Group before expiry of current
concession agreements. Extendable rights vary based on the country
regulations, and current concession period. Extension options are
evaluated by management on contract basis, and the decision is
based on the Port's performance, and possible extension period.
Extension options in concession agreements are being provided for
the continuation of the port's operations. The extension options
held are exercisable only by the Group and in some agreements
subject to approval of the grantor. Accordingly, the Group includes
only already signed contract periods for the concession life.
The Group has estimated that the potential future lease
payments, should it exercise all extension options, would result in
an increase in lease liability of USD 3,177 thousand (2019: USD
3,006 thousand).
Lease as lessor
The Group's main operating lease arrangements as lessor are
various shopping centre rent agreements of Ege Port, Bodrum Cruise
Port, Valletta Cruise Port, Barcelona Cruise Port, Malaga Cruise
Port, Zadar Cruise Port, and Antigua Cruise Port. All leases are
classified as operating leases from a lessor perspective.
The following table sets out a maturity analysis of lease
receivables, showing the payments to be received after the
reporting date.
As at As at
31 March 2021 31 December 2019
(USD '000) (USD '000)
Less than one year 4,511 3,008
One to two years 1,381 2,075
Two to three years 1,226 1,843
Three to four years 824 1,432
Four to five years 506 1,175
More than five years 204 5,036
Total 8,652 14,569
During the 15 months ended 31 March 2021, USD 4,240 thousand (31
December 2019: USD 10,767 thousand) was recognised as rental income
in the consolidated income statement and other comprehensive
income. 19 Investment Property
Reconciliation of carrying amount
As at As at
31 March 2021 31 December 2019
(USD '000) (USD '000)
Balance at the beginning of the year 2,139 --
Recognition of right-of-use asset on initial application of
-- 2,250
IFRS 16
Depreciation charge for the year (58) (59)
Currency translation differences 117 (52)
Balance at the end of the year 2,198 2,139
Investment property comprises Valletta Cruise Port's commercial
property that is leased to third parties. Further information about
these leases is included in Note 20. 20 Related parties
The related parties of the Group which are disclosed in this note comprised the following:
Related parties Relationship
Mehmet Kutman Chairman and ultimate controlling party
Aysegül Bensel Shareholder of Ultimate parent company
Global Yatirim Holding Ultimate parent company
Global Ports Holding BV Parent company
Global Sigorta Aracilik Hizmetleri A.S. ("Global Sigorta") Ultimate parent company's subsidiary
IEG Kurumsal Finansal Danismanlik A.S. ("IEG Global") Ultimate parent company's subsidiary
Global Menkul Degerler A.S. ("Global Menkul") Ultimate parent company's subsidiary
Adonia Shipping Ultimate parent company's subsidiary
Naturel Gaz Ultimate parent company's subsidiary
Straton Maden Ultimate parent company's subsidiary
Goulette Cruise Holding Joint-Venture
LCT - Lisbon Cruise Terminals, LDA ("LCT") Equity accounted investee
The Company has suspended its pursuit of a Premium Listing on
the London Stock Exchange and agreed to terminate the Relationship
Deed with GIH on 13 July 2020. These decisions have been taken in
order to strengthen the Company's ability to respond to challenges
created by ongoing Covid-19 disruption to the global travel sector
and the economies in which the Group operates and provide
additional options and flexibility for intercompany support by
ultimate parent company.
All related party transactions between the Company and its
subsidiaries have been eliminated on consolidation and are
therefore not disclosed in this note.
Due from related parties
As at 31 March 2021 and 31 December 2019, current receivables
from related parties comprised the following:
2021 2019
Current receivables from related parties
(USD '000) (USD '000)
Global Yatirim Holding -- 312
Adonia Shipping (*) 6 59
Straton Maden (*) 66 67
IEG Global -- 56
Global Menkul 6
Global Ports Holding BV 4 4
LCT 22 44
Other Global Yatirim Holding Subsidiaries 220 229
Total 324 771
Non-current receivables from related parties
Goulette Cruise Holding (**) 8,125 6,811
8,125 6,811
(*) These amounts are related with the work advances paid
related with the services taken on utilities by Group Companies.
The charged interest rate is 16.75% as at 31 March 2021 (31
December 2019: 11,75%).
(**) Company is financing its Joint venture for the payment of
La Goulette Shipping Company acquisition price with a maturity of 5
years with bullet repayment at the end of term. Yearly interest up
to 8% (2019: 4.5%) is accruing and paid at maturity. 20 Related
parties (continued)
Due to related parties
As at 31 March 2021 and 31 December 2019, current payables to
related parties comprised the following:
2021 2019
Current payables to related parties (USD '000) (USD '000)
Mehmet Kutman 827 545
Global Sigorta (*) 154 527
Global Yatirim Holding 129 --
Aysegül Bensel 102 154
Other Global Yatirim Holding Subsidiaries 41 91
Total 1,253 1,317
(*) These amounts are related to professional services received.
The charged interest rate is 17.50% as at 31 March 2021 (31
December 2019: 12,50%).
Transactions with related parties
For the years ended 31 March 2021 and 31 December 2019,
transactions with other related parties comprised the
following:
USD '000 2021 2019
Rent Interest Rent Interest
Other Other
Income received Income received
Global Yatirim Holding 265 -- 106 203 -- 128
Total 265 -- 106 203 -- 128
USD '000 2021 2019
Project Project
Other Other
Expenses expenses
Global Yatirim Holding 276 83 920 138
Global Menkul -- 1 -- 1
Total 276 84 920 139
As one of steps to expand the operations of the Group, a Port
Operating License Agreement "POLA" for Nassau Cruise Port was
signed in 2019. During the period of the contract negotiation, the
Group signed a contract with Turquoise Advisory Limited ("TAL"),
which is a related party of the Group as it is owned by the General
Manager and one of the Board members of NCP, being key management
personnel. A contract was signed for the preparation of proposals
for the port tender, negotiation of the POLA, realisation of the
final partnership and financing structure, obtaining all the
permits for the project, and taking an active role and providing
assistance in all processes including project debt financing.
The scope of the agreement was created by the Group with the aim
of achieving the successful execution of the NCP venture (including
financial and construction processes), and a success premium of USD
7.500 thousand was envisaged as a fair value of the payment to TAL,
considering the economic impact of the project, in return for the
successful completion of the terms of the POLA. Due to the fact
that the project finance and construction approval and permission
processes had not been met as of the 31 December 2019, no success
premium was accrued at that time. The success premium was paid in
the year of 2020 after the completion of the construction permit
and acceptance processes, which are the integral elements of the
contract, and the successful completion of the construction and
financing.
Apart from this agreement, the Group also signed a Consultancy
agreement with TAL. Under this contract, TAL will help create new
revenue streams for the various aspects of the project and for NCP
during the lifetime of the POLA. The price of this contract was
determined as 500 thousand USD annually. This contract was
subsequently revised retrospectively to be effective as of May
2020, by mutual agreement of the parties.
Collaboration between the Group and the owners of TAL, as
individuals providing inter alia strategic advisory services, has
started several years prior to the signing date of the POLA.
Following the Group obtaining clarification in 2019 as to the
potential partnership options for the NCP project, the
above-mentioned contracts were signed in recognition of services
delivered by the parties to date and in the future. 20 Related
parties (continued)
NCP issued bonds on 10 May 2020 for the financing of its
construction works related to port development. The total value of
the bonds issued at that date amounted to USD 125 million with an
interest rate of 8% (for details see Note 15). The Yes Foundation,
a 2% minority shareholder of NCP, has bought bonds amounting to USD
1.35 million at the issuance. As at 31 March 2021, these bonds were
still held by the YES foundation.
Global Gemicilik was working as an ancillary service provider to
Port Akdeniz. Inline with the sale of Port Akdeniz, this company
was sold at book value to the parent company Global Yatirim
Holding.
For the year ended 31 March 2021, GPH has not distributed any
dividend to Global Yatirim Holding (31 December 2019: USD 17,318
thousand).
Transactions with key management personnel
Key management personnel comprised the members of the Board and
GPH's senior management. For the 15 months ended 31 March 2021 and
the year 31 December 2019, details of benefits to key management
personnel comprised the following:
2021 2019
(USD '000) (USD '000)
Salaries 3,446 3,070
Attendance fees to Board of Directors 471 172
Bonus 9 361
Termination benefits 25 5
Total 3,951 3,608 21 Events after the reporting date
Cruise operations have restarted again late summer 2020 in the
Mediterranean with low number of calls and passengers. Activity
during the first part of the year 2021 remained slow. However as of
the date of this report, cruise activity has restarted in almost
all cruise ports of the Group and activity is building up with
number of call, occupancy rations and passenger numbers increasing
around the world.
Group has withdrawn the Scheme of Arrangement it had launched 18
February 2021, relating to the proposed refinancing of the
USD250,000,000 8.125% Senior Unsecured Notes due 2021 issued by
Global Liman Isletmeleri A.S. as of the 6 April 2021.
Group launched a tender offer for up to USD75.0 million of its
USD250,000,000 8.125% Senior Unsecured Notes due 2021 ("Notes") on
7 April 2021. Following the unmodified Dutch Auction procedure
conducted in connection with the offer, the weighted average
purchase price of the Notes validly tendered and accepted by Group
was determined to be U.S.USD899.4 for each U.S.USD1,000 in
principal amount of such Notes. The total amount of cash used in
connection with the Offer is U.S.USD44.7m excluding accrued
interest on the Notes validly tendered and accepted. The settlement
for Notes accepted for purchase by Group was made on 19 April 2021.
Following the completion of the tender offer, Group's total
Eurobond issued outstanding amounts to U.S. USD200.3m. At the end
of July 2021, Group has concluded the early repayment of the
USD200.3 million outstanding amount, plus accrued interest, of the
8.125% senior unsecured Eurobond, due 14 November 2021, issued by
Global Liman Isletmeleri. 21 Events after the reporting date
(continued)
GPH has entered into a five-year, senior secured loan agreement
for up to USD261 million with the investment firm Sixth Street. The
loan agreement provides for two term loan facilities, an initial
five-year term facility of USD186.3m and an additional five-year
growth facility of up to USD75.0m. The net proceeds of the initial
facility will be used to refinance the outstanding amount of the
8.125% senior unsecured Eurobond, due 14 November 2021. The initial
facility will also be used to pay related fees and expenses and
general corporate purposes. The loan agreement contains customary
financial and non-financial covenants, including restriction on
dividend payments, maintaining minimum liquidity in the holding
companies of the Group, and change of control clauses regarding
maintaining ownership of GPH Plc and ownership at the Company's
parent above a certain threshold. Under the terms of the loan
agreement, GPH will have the ability to select from a range of
interest payment options including an all-cash interest rate, a
cash interest rate of LIBOR +5.25% plus PIK rate or a PIK-only rate
of LIBOR +8.5% up until December 2022 that will be subject to LIBOR
reform. The group expects that the interest rate benchmark for this
loan will be changed to SOFR. As part of the financing arrangement,
the Company has agreed to issue warrants to investor for a
subscription price equal to the nominal value per share (the
"Warrants") representing 9.0% of GPH's fully-diluted share capital
(subject to customary adjustments). As and when the growth facility
is utilised, GPH has agreed to issue further Warrants, pro-rata to
the utilisation of the USD75.0m growth facility, representing up to
an additional 3.75% of the fully-diluted share capital. The
Warrants will become exercisable upon certain specific events
including the acceleration, repayment in full or termination of the
loan, de-listing of GPH or a change of control.
Group has now signed a 20-year concession agreement with the
Autorità di Sistema Portuale del Mar Ionio and taken over the
management of the cruise terminal and cruise services in the Port
of Taranto, Italy in May 2021.
After the reporting date, the Group has entered a USD 3 million
financing arrangement at arm's-length terms with its parent GIH to
fund certain infrastructure works in Antigua; the Group will derive
considerable benefits from the timely completion of these
infrastructure works. These funds have been offset against future
payment obligation of GPH Antigua towards the Government of Antigua
& Barbuda under the concession agreement. GLOSSARY OF
ALTERNATIVE PERFORMANCE MEASURES (APM)
These financial statements includes certain measures to assess
the financial performance of the Group's business that are termed
"non-IFRS measures" because they exclude amounts that are included
in, or include amounts that are excluded from, the most directly
comparable measure calculated and presented in accordance with
IFRS, or are calculated using financial measures that are not
calculated in accordance with IFRS. These non-GAAP measures
comprise the following;
Segmental EBITDA
Segmental EBITDA calculated as income/(loss) before tax after
adding back: interest; depreciation; amortisation; unallocated
expenses; and specific adjusting items.
Management evaluates segmental performance based on Segmental
EBITDA. This is done to reflect the fact that there is a variety of
financing structures in place both at a port and Group-level, and
the nature of the port operating right intangible assets vary by
port depending on which concessions were acquired versus awarded,
and which fall to be treated under IFRIC 12. As such, management
considers monitoring performance in this way, using Segmental
EBITDA, gives a more comparable basis for profitability between the
portfolio of ports and a metric closer to net cash generation.
Excluding project costs for acquisitions and one-off transactions
such as project specific development expenses as well as
unallocated expenses, gives a more comparable year-on-year measure
of port-level trading performance.
Management is using Segmental EBITDA for evaluating each port
and group-level performances on operational level. As per
management's view, some specific adjusting items included on the
computation of Segmental EBITDA.
Specific adjusting items
The Group presents specific adjusting items separately. For
proper evaluation of individual ports financial performance and
consolidated financial statements, Management considers disclosing
specific adjusting items separately because of their size and
nature. These expenses and income include project expenses; being
the costs of specific M&A activities , the costs associated
with appraising and securing new and potential future port
agreements which should not be considered when assessing the
underlying trading performance and the costs related to the
refinancing of Group debts, the replacement provisions, being
provision created for replacement of fixed assets which does not
include regular maintenance, other provisions and reversals related
to provisions provided, being related to unexpected non-operational
transactions, impairment losses, construction accounting margin,
being related to IFRIC 12 computation and main business of the
Group is operating ports rather than construction, employee
termination expenses, income from insurance repayments, income from
scrap sales, gain/loss on sale of securities, other provision
expenses, redundancy expenses and donations and grants.
Specific adjusting items comprised as following,
15-month period ended Year ended
31 March 2021 31 December 2019
(USD '000) (USD '000)
Project expenses 11,098 5,146
Employee termination expenses 228 215
Replacement provisions 793 673
Provisions / (reversal of provisions) (*) 8,489 1,569
Impairment losses 11,997 --
Construction accounting margin (1,052) --
Other expenses (598) 788
Specific adjusting items 30,955 8,391
(*) This figure composed of expected impairment losses on
receivables, provision expenses excluding vacation pay and
replacement provisions and impairment losses related to assets.
Adjusted EBITDA
Adjusted EBITDA calculated as Segmental EBITDA less unallocated
(holding company) expenses.
Management uses Adjusted EBITDA measure to evaluate Group's
consolidated performance on an "as-is" basis with respect to the
existing portfolio of ports. Notably excluded from Adjusted EBITDA,
the costs of specific M&A activities and the costs associated
with appraising and securing new and potential future port
agreements. M&A and project development are key elements of the
Group's strategy in the Cruise segment. Project lead times and
upfront expenses for projects can be significant, however these
expenses (as well as expenses related to raising financing such as
IPO or acquisition financing) do not relate to the current
portfolio of ports but to future EBITDA potential. Accordingly,
these expenses would distort Adjusted EBITDA which management is
using to monitor the existing portfolio's performance.
A full reconciliation for Segmental EBITDA and Adjusted EBITDA
to profit before tax is provided in the Segment Reporting Note 2 to
these financial statements.
Underlying Profit
Management uses this measure to evaluate the profitability of
the Group normalised to exclude the specific non-recurring expenses
and income, non-cash foreign exchange transactions, and adjusted
for the non-cash port intangibles amortisation charge, giving a
measure closer to actual net cash generation, which the directors'
consider a key benchmark in making the dividend decision.
Underlying Profit is also consistent with Consolidated Net Income
(CNI), as defined in the Group's 2021 Eurobond, which is monitored
to ensure covenant compliance.
Underlying Profit is calculated as profit / (loss) for the year
after adding back: amortization expense in relation to Port
Operation Rights, non-cash provisional income and expenses,
non-cash foreign exchange transactions and specific non-recurring
expenses and income.
Adjusted earnings per share
Adjusted earnings per share is calculated as underlying profit
divided by weighted average per share.
Management uses these measures to evaluate the profitability of
the Group normalised to exclude the gain on reversal of provisions,
non-cash provisional income and expenses, gain or loss on foreign
currency translation on equity, unhedged portion of investment
hedging on Global Liman, adjusted for the non-cash port intangibles
amortisation charge, and adjusted for change in accounting
policies, giving a measure closer to actual net cash generation,
which the directors' consider a key benchmark in making the
dividend decision. Underlying Profit is also consistent with
Consolidated Net Income (CNI), as defined in the Group's 2021
Eurobond, which is monitored to ensure covenant compliance.
Management decided this year that in the light of a more meaningful
presentation of the underlying profit, the unhedged portion of the
investment hedge on Global Liman and any gain or loss on foreign
currency translation on equity have been excluded.
Underlying profit and adjusted earnings per share computed as
following;
15-month period ended Year ended
31 March 2021 31 December 2019
(USD '000) (USD '000)
(Loss) / Profit for the Period, net of IFRS 16 impact (94,689) (13,597)
Impact of IFRS 16 (3,300) (1,622)
(Loss) / Profit for the Period (97,989) (15,219)
Amortisation of port operating rights / RoU asset / Investment Property 25,126 34,453
Non-cash provisional (income) / expenses (*) 9,510 2,457
Impairment losses 11,997 --
Unhedged portion of Investment hedging on Global Liman 39,038 5,222
(Gain) / loss on foreign currency translation on equity 1,238 414
Underlying (Loss) / Profit (11,080) 27,327
Weighted average number of shares 62,826,963 62,826,963
Adjusted earnings per share (pence) (17.61) 43.5
(*) This figure composed of employee termination expense,
replacement provision, and provisions / (reversal of provisions)
under specific adjusting items.
Net debt
Net debt comprises total borrowings (bank loans, Eurobond and
finance leases net of accrued tax) less cash, cash equivalents and
short term investments.
Management includes short term investments into the definition
of Net Debt, because these short-term investments are comprised of
marketable securities which can be quickly converted into cash.
Net debt comprised as following;
As at As at
31 March 2021 31 December 2019
(USD '000) (USD '000)
Current loans and borrowings 295,200 62,691
Non-current loans and borrowings 253,734 390,299
Gross debt 548,934 452,990
Lease liabilities recognized due to IFRS 16 application (65,918) (64,828)
Gross debt, net of IFRS 16 impact 483,016 388,162
Cash and bank balances (170,599) (63,780)
Short term financial investments (63) (71)
Net debt 312,354 324,311
Equity 86,563 155,263
Net debt to Equity ratio 3.61 2.09
Leverage ratio
Leverage ratio is used by management to monitor available credit
capacity of the Group.
Leverage ratio is computed by dividing gross debt to Adjusted
EBITDA.
Leverage ratio computation is made as follows;
15-month period ended Year ended
31 March 2021 31 December 2019
(USD '000) (USD '000)
Gross debt 548,934 452,990
Lease liabilities recognised due to IFRS 16 application (65,918) (64,828)
Gross debt, net of IFRS 16 impact 483,016 388,162
Adjusted EBITDA (6,725) 77,015
Impact of IFRS 16 on EBITDA (6,592) (3,204)
Adjusted EBITDA, net of IFRS 16 impact (13,317) 73,811
Leverage ratio NA 5.26x
CAPEX
CAPEX represents the recurring level of capital expenditure
required by the Group excluding M&A related capital
expenditure.
CAPEX computed as 'Acquisition of property and equipment' and
'Acquisition of intangible assets' per the cash flow statement.
15-month period ended Year ended
31 March 2021 31 December 2019
(USD '000) (USD '000)
Acquisition of property and equipment 27,913 15,813
Acquisition of intangible assets 56,557 8,155
CAPEX 84,470 23,968
Cash conversion ratio
Cash conversion ratio represents a measure of cash generation
after taking account of on-going capital expenditure required to
maintain the existing portfolio of ports.
It is computed as Adjusted EBITDA less CAPEX divided by Adjusted
EBITDA.
15-month period ended 1 Year ended
31 March 2021 31 December 2019
(USD '000) (USD '000)
Adjusted EBITDA (6,725) 77,015
Impact of IFRS 16 on EBITDA (6,592) (3,204)
Adjusted EBITDA, net of IFRS 16 impact (13,317) 73,811
CAPEX (84,470) (23,968)
Cash converted after CAPEX (97,787) 49,843
Cash conversion ratio NA 67.5%
Hard currency
Management uses the term hard currency to refer to those
currencies that historically have been less susceptible to exchange
rate volatility. For the year ended 31 March 2021 and 2019, the
relevant hard currencies for the Group are US Dollar, Euro and
Singaporean Dollar. Contact: Katrin Pohl IR Manager adhoc en Tel:
+49 89 210298 584 E-Mail: katrin.pohl@eqs.com
-----------------------------------------------------------------------------------------------------------------------
ISIN: GB00BD2ZT390
Category Code: FR
TIDM: GPH
LEI Code: 213800BMNG6351VR5X06
Sequence No.: 120574
EQS News ID: 1228412
End of Announcement EQS News Service
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