Global Ports Holding PLC (GPH) Interim Results 2021 31-Jan-2022
/ 16:20 GMT/BST Dissemination of a Regulatory Announcement that
contains inside information according to REGULATION (EU) No
596/2014 (MAR), transmitted by EQS Group. The issuer is solely
responsible for the content of this announcement.
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Global Ports Holding Plc
Interim results for the six months ended 30 September 2021
Global Ports Holding Plc ("GPH" or "Group"), the world's largest
independent cruise port operator, today announces its financial
results for the six months ended 30 September 2021.
On the 10 November 2021 GPH issued a trading update for the
period from 1 April to 30 September 2021. Today's statement
provides the financial statements that support this previously
issued trading update.
CONTACT
For investor, analyst and financial media enquiries:
Investor Relations
Martin Brown
Telephone: +44 (0) 7947 163 687
Email: martinb@globalportsholding.com
Global Ports Holding PLC
Interim condensed consolidated financial statements
For the six months ended 30 September 2021
Contents
Responsibility Statement 3
Primary Statements
Interim condensed consolidated statement of profit or loss and other comprehensive income 4 - 5
Interim condensed consolidated statement of financial position 6
Interim condensed consolidated statement of changes in equity 7 - 9
Interim condensed consolidated cash flow statement 10
Notes to the condensed financial statements 11 - 35
Responsibility Statement
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared
in accordance with IAS 34 Interim FinancialReporting as adopted by
the United Kingdom,
-- the interim management report includes a fair review of the
information required by: a. DTR 4.2.7R of the Disclosure Guidance
and Transparency Rules, being an indication of important eventsthat
have occurred during the first six months of the financial year and
their impact on the condensed set offinancial statements; and a
description of the principal risks and uncertainties for the
remaining six months ofthe year; and b. DTR 4.2.8R of the
Disclosure Guidance and Transparency Rules, being related party
transactions that havetaken place in the first six months of the
current financial year and that have materially affected the
financialposition or performance of the entity during that period;
and any changes in the related party transactionsdescribed in the
last annual report that could do so.
By order of the Board,
Ercan ERGÜL
Board Member
31 January 2022
Six months ended
Six months ended 15 Months ended
30 September 2020
(USD '000) Notes 30 September 2021 31 March 2021
(Unaudited)
(Unaudited) (Audited)
(restated*)
Revenue 6 61,060 46,399 79,399
Cost of sales (67,152) (56,695) (98,090)
Gross profit (6,092) (10,296) (18,691)
Other income 1,269 815 2,878
Selling and marketing expenses (874) (524) (1,622)
Administrative expenses (7,076) (6,485) (20,211)
Impairment loss on trade receivables and contract (407) (940) (1,339)
assets
Other expenses (5,293) (3,618) (33,369)
Operating profit (18,473) (21,048) (72,354)
Finance income 7 9,523 21,268 30,047
Finance costs 7 (20,110) (28,922) (80,814)
Net finance costs (10,587) (7,654) (50,767)
Share of profit of equity-accounted investees (343) 337 465
(Loss) / Profit before tax (29,403) (28,365) (122,656)
Tax income 8 6,102 4,274 15,061
Loss from continuing operations (23,301) (24,091) (107,595)
Profit from discontinued operations 5 -- (7,061) 12,906
(Loss) / Profit for the period / year (23,301) (31,152) (94,689)
(Loss) / Profit for the period / year attributable to:
Owners of the Company (18,844) (26,277) (80,313)
Non-controlling interests (4,457) (4,875) (14,376)
(23,301) (31,152) (94,689)
* Comparative information has been re-presented due to a
discontinued operation and change in financial year. See Note
2a.
The notes on pages 11 to 35 are an integral part of these
condensed consolidated interim financial statements
Six months
Six months ended 15 Months
ended ended
30 September
(USD '000) Notes 30 September 2020 31 March
2021 2021
(Unaudited)
(Unaudited) (Audited)
(restated*)
Other comprehensive income
Items that will not be reclassified subsequently
to profit or loss
Remeasurement of defined benefit liability 5 (100) (117)
5 (100) (117)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences (686) 53,240 65,014
Cash flow hedges - effective portion of changes in fair value 91 180 469
Cash flow hedges - realized amounts transferred to income statement (100) (115) (244)
Equity accounted investees - share of OCI (565) -- (872)
Losses on a hedge of a net investment (990) (36,443) (45,209)
(2,250) 16,862 19,158
Other comprehensive loss for the year, net of income tax (2,245) 16,762 19,041
Total comprehensive loss for the year (25,546) (14,390) (75,648)
Total comprehensive loss attributable to:
Owners of the Company (20,694) (13,410) (64,987)
Non-controlling interests (4,852) (980) (10,661)
(25,546) (14,390) (75,648)
Basic and diluted earnings / (loss) per share (cents per share) 14 (30.0) (41.8) (127.8)
Basic and diluted earnings / (loss) per share (cents per share) - (30.0) (30.6) (148.4)
continuing operations
* Comparative information has been re-presented due to a
discontinued operation and change in financial year. See Note
2a.
The notes on pages 11 to 35 are an integral part of these
condensed consolidated interim financial statements
As at As at As at
30 September 2021 31 March 2021 30 September 2020
Notes
(USD '000) (USD '000) (USD '000)
(Unaudited) (Audited) (Unaudited)
Non-current assets
Property and equipment 127,447 126,858 145,129
Intangible assets 9 376,226 331,910 458,548
Right of Use Assets 86,356 87,469 80,774
Investment property 2,158 2,198 2,211
Goodwill 13,485 13,485 14,223
Equity-accounted investees 16,535 18,776 26,893
Due from related parties 16 8,049 8,125 7,673
Deferred tax assets 15,677 11,137 3,991
Other non-current assets 2,346 2,638 4,406
648,279 602,596 743,848
Current assets
Trade and other receivables 10 28,253 26,162 16,915
Due from related parties 16 460 324 796
Other investments 57 63 78
Other current assets 38,382 12,371 5,382
Inventory 946 903 1,545
Prepaid taxes 273 238 1,958
Cash and cash equivalents 82,616 170,599 108,854
150,987 210,660 135,528
Total assets 799,266 813,256 879,376
Current liabilities
12 61,351 295,200 80,773
Loans and borrowings
Other financial liabilities 1,176 2,925 2,124
Trade and other payables 58,066 39,236 23,227
Due to related parties 16 3,338 1,253 696
Current tax liabilities 61 157 2,038
Provisions 13 8,691 7,640 3,487
132,683 346,411 112,345
Non-current liabilities
Loans and borrowings 12 483,464 253,734 494,354
Other financial liabilities 53,753 55,249 49,895
Trade and other payables 11 12 --
Derivative financial liabilities 17 230 399 443
Deferred tax liabilities 48,212 49,323 77,951
Provisions 13 19,414 21,221 18,944
Employee benefits 482 344 848
605,566 380,282 642,435
Total liabilities 738,249 726,693 754,780
Net assets 61,017 86,563 124,596
Equity
Share capital 811 811 811
Legal reserves 6,014 6,014 11,819
Share based payment reserves 239 239 239
Hedging reserves (43,515) (41,951) (276,065)
Translation reserves 58,488 58,779 285,210
Retained earnings (30,990) (12,151) 21,067
Equity attributable to equity holders of the Company (8,953) 11,741 43,081
Non-controlling interests 69,970 74,822 81,515
Total equity 61,017 86,563 124,596
The notes on pages 11 to 35 are an integral part of these
condensed consolidated interim financial statements
Share
Legal based Hedging Translation Retained Non-controlling
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves Total
Total
equity
Balance at 1 April 811 6,014 239 (41,951) 58,779 (12,151) 11,741 74,822 86,563
2021 (Audited)
Loss for the year -- -- -- -- -- (18,844) (18,844) (4,457) (23,301)
Other comprehensive
(loss) / income for -- -- -- (1,564) (291) 5 (1,850) (395) (2,245)
the year
Total comprehensive
(loss) / income for -- -- -- (1,564) (291) (18,839) (20,694) (4,852) (25,546)
the year
Transactions with
owners of the
Company
Contribution and
distributions
Dividends -- -- -- -- -- -- -- -- --
Transfer to legal -- -- -- -- -- -- -- -- --
reserves
Total contributions -- -- -- -- -- -- -- -- --
and distributions
Changes in ownership
interest
Equity injection -- -- -- -- -- -- -- -- --
Acquisition of
subsidiary with -- -- -- -- -- -- -- -- --
non-controlling
interest
Transactions with
non-controlling -- -- -- -- -- -- -- -- --
interest
Total changes in -- -- -- -- -- -- --
ownership interest
Total transactions
with owners of the -- -- -- (1,564) (291) (18,839) (20,694) (4,852) (25,546)
Company
Balance at 30
September 2021 811 6,014 239 (43,515) 58,488 (30,990) (8,953) 69,970 61,017
(Unaudited)
The notes on pages 11 to 35 are an integral part of these
condensed consolidated interim financial statements
Share
Legal based Hedging Translation Retained Non-controlling
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves Total
Total
equity
Balance at 1 January 811 13,144 239 (220,029) 213,715 61,053 68,933 86,330 155,263
2020 (Audited)
Loss for the year -- -- -- -- -- (41,302) (41,302) (6,396) (47,698)
Other comprehensive
(loss) / income for -- -- -- (56,036) 71,495 (105) 15,354 2,894 18,248
the year
Total comprehensive
(loss) / income for -- -- -- (56,036) 71,495 (41,407) (25,948) (3,502) (29,450)
the year
Transactions with
owners of the
Company
Contribution and
distributions
Dividends -- -- -- -- -- -- -- (237) (237)
Transfer to legal -- (1,325) -- -- -- 1,325 -- -- --
reserves
Total contributions -- (1,325) -- -- -- 1,325 -- (237) (237)
and distributions
Changes in ownership
interest
Equity injection 4b -- -- -- -- -- -- -- 326 326
Acquisition of
subsidiary with -- -- -- -- -- -- -- 399 399
non-controlling
interest
Transactions with
non-controlling 4a -- -- -- -- -- 96 96 (1,801) (1,705)
interest
Total changes in -- -- -- -- -- 96 96 (1,076) (980)
ownership interest
Total transactions
with owners of the -- (1,325) -- -- -- 1,421 96 (1,313) (1,217)
Company
Balance at 30
September 2020 811 11,819 239 (276,065) 285,210 21,067 43,081 81,515 124,596
(Unaudited)
The notes on pages 11 to 35 are an integral part of these
condensed consolidated interim 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 year
Other comprehensive
(loss) / income for -- -- -- (45,856) 61,299 (117) 15,326 3,715 19,041
the year
Total comprehensive
(loss) / income for -- -- -- (45,856) 61,299 (80,430) (64,987) (10,661) (75,648)
the year
Transactions with
owners of the
Company
Contribution and
distributions
Transfer to legal -- (1,276) -- -- -- 1,276 -- -- --
reserves
Dividends -- -- -- -- -- -- -- (237) (237)
Total contributions -- (1,276) -- -- -- 1,276 -- (237) (237)
and distributions
Changes in ownership
interest
Equity injection 4b -- -- -- -- -- -- -- 483 483
Acquisition of
minority 4a -- -- -- -- -- 96 96 (1,801) (1,705)
shareholding
Acquisition of
subsidiary with -- -- -- -- -- -- -- 708 708
non-controlling
interest
Disposal of 5 -- (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 (audited)
The notes on pages 11 to 35 are an integral part of these
condensed consolidated interim financial statements
Six months ended 30 15 Month
Six months ended 30 September 2020 ended
September 2021
(USD '000) 31 March
Notes (USD '000) 2021
(Unaudited)
(Unaudited) (USD '000)
(*)
(Audited)
Cash flows from operating activities
Loss for the period / year (23,301) (31,152) (94,689)
Adjustments for:
Depreciation of PPE and RoU assets and 14,420 22,619 34,209
amortization expense
Impairment losses on intangible / tangible assets -- -- 3,941
Impairment losses on investments -- -- 8,410
Share of profit of equity-accounted investees, net 343 (337) (465)
of tax
Gain on sale of discontinued operation, net of tax -- -- (9,071)
Gain on disposal of property plant and equipment -- --
Finance costs (excluding foreign exchange 7 16,915 15,238 36,867
differences)
Finance income (excluding foreign exchange 7 (482) 1,068 (626)
differences)
Foreign exchange differences on finance costs and 7 (1,076) 3,408 14,526
income, net
Income tax expense (5,909) (8,282) (15,417)
Employment termination indemnity reserve 26 54 50
(Charges to) / reversal of provision (744) (114) 7,739
Operating cash flow before changes in operating 192 2,502 (14,526)
assets and liabilities
Changes in:
- trade and other receivables (2,091) 12,192 5,922
- other current assets (26,089) 824 3,480
- related party receivables 282 (1,821) (397)
- other non-current assets 293 (178) 2,508
- trade and other payables 13,736 5,515 14,386
- related party payables 2,086 (610) (65)
- provisions -- (4,336) (32)
Post-employment benefits paid (1) (27) (1,350)
Cash generated by operations before benefit and tax (11,592) 14,061 1,886
payments
Income taxes paid (173) (833) (442)
Net cash generated from operating activities (11,765) 13,228 9,484
Cash inflows from operating activities on -- -- 27,163
discontinued operations
Investing activities
Acquisition of property and equipment (3,895) (11,879) (27,913)
Acquisition of intangible assets (46,392) (44,170) (56,557)
Proceeds from sale of property and equipment 3 203 392
Disposal of discontinued operation, net of cash 5 -- -- 99,943
disposed of
Bank interest received 140 60 153
Dividends from equity accounted investees 1,647 -- 1,647
Investment in equity accounted investee -- -- (570)
Acquisition of subsidiary, net of cash acquired -- (1,109) (2,816)
Advances given for tangible assets -- 267 (9,668)
Net cash used in investing activities (48,497) (56,628) 4,611
Cash used in investing activities of discontinued -- -- (1,560)
operations
Financing activities
Equity injection by minorities to subsidiaries -- 183 482
Dividends paid to NCIs -- (237) (237)
Interest paid (30,754) (14,417) (31,545)
Proceeds from loans and borrowings 269,081 129,488 161,096
Repayments of borrowings (263,104) (19,268) (52,318)
Repayments of lease liabilities (798) (1,325) (3,922)
Net cash used in financing activities (25,575) 94,424 73,556
Cash used in financing activities of discontinued -- -- (1,167)
operations
Net (decrease) / increase in cash and cash (85,837) 51,024 112,087
equivalents
Effect of foreign exchange rate changes on cash (2,146) 1,878 (5,268)
and cash equivalents
Cash and cash equivalents at beginning of year 170,599 55,952 63,780
Cash and cash equivalents at end of period 82,616 108,854 170,599
* Comparative information has not been restated for the disposal
and includes the full impact of the discontinued operation; however
it does reflect the change in financial year. See Note 2a.
The notes on pages 11 to 35 are an integral part of these
condensed consolidated interim financial statements 1. General
information
Global Ports Holding PLC is a public limited company listed on
the London Stock Exchange, and 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, England, W1K 5DN, United Kingdom.
These unaudited condensed interim consolidated financial
statements of Global Ports Holding PLC (the "Company", and together
with its subsidiaries, the "Group") for the six months ended 30
September 2021 were authorised for issue in accordance with a
resolution of the directors on 31st January 2022. 2. Accounting
policies a. Basis of preparation
This condensed set of consolidated financial statements included
in this half-yearly financial report has been prepared in
accordance with the International Accounting Standard 34 'Interim
Financial Reporting', as adopted by the United Kingdom and the
requirements of the Disclosure and Transparency Rules ("DTR") of
the FCA in the United Kingdom as applicable to interim financial
reporting.
The interim condensed financial statements represent a
'condensed set of financial statements' as referred to in the DTR
issued by the FCA. The interim condensed consolidated financial
statements do not include all the information and disclosures
required in the annual financial statements and should be read in
conjunction with the consolidated financial statements as at and
for the year ended 31 March 2021 available on the Company website.
Also, selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the
changes in the Group's financial position and performance since the
last annual financial statements.
Management decided to change financial year of the Group to
start from April 1st (first applied to the annual financial
statements 2021, which ended 31st March 2021) to eliminate
periodicity of the operations. With the change in financial year,
Group will present its yearly operations covering business season
in Europe (from early April until late October) and business season
in Americas (Early October until late March). Accordingly,
comparative information in the statement of profit or loss and OCI
and cash flow statement were reclassified for consistency.
The financial information contained in this report for the six
months ended 30 September 2020 and 30 September 2021 is unaudited.
These interim financial statements were authorized for issue by the
Company's board of directors on 31st January 2022.
The comparative figures for the 15 months ended 31 March 2021
are not the company's statutory accounts for that financial year.
Those accounts have been reported on by the company's auditor and
delivered to the registrar of companies. The report of the auditor
was (i) unqualified, (ii) did not include a reference to any
matters to which the auditor drew attention by way of emphasis
without qualifying their report, and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.
b. Going concern
The Group operates 20 ports in 14 different countries and is
focusing on increasing its number of Ports in different
geographical locations to support its operations and diversify
economic and political risks. As a consequence, the directors
believe that the Group is well placed to manage its business risks
successfully despite the current uncertain economic outlook.
Cruise Port results turned positive in second quarter of the
year reaching 30% of passenger numbers realized in the same period
of 2019. The recovery seen during calendar Q2-2022 (second quarter
of this report) is continued in calendar Q3-2022 and into calendar
year 2022. Each month more cruise ships are being added back into
service. At the same time the seasons impact the business volumes
with the Mediterranean region ending its season around
October/November and the Caribbean main season just starting at
this time. The number of ship calls has reached around 66-72%
compared to 2019 and slightly in excess of 40% on a passenger basis
vs. 2019, indicating 60-70% occupancy ratios on the cruise ships on
average during third quarter of financial year 2022. This is in
line with the announcements of the cruise lines that about 70-75%
of the ships are back in service; it was announced by cruise lines
that all ships will return to service by mid-2022.
2 Accounting Policies (continued)
b) Going concern (continued)
In line with this expectation, and recovery impact on number of
calls, management expected passenger numbers will increase up to
50% of 2019 realizations by year-end. With this additional
performance of a positive Adjusted EBITDA in Q3-2022 on top of
second quarter YTD performance, management expected slightly
positive consolidated Adjusted EBITDA for the calendar year 2021.
This recovery is expected to increase gradually until Q2 of
financial year 2023 (June to September 2022) and by Q3-2023,
management expected operations to reach its normalized, pre-Covid
level and the return of regular business cycle.
The directors believe that the Group is well placed to manage
its financing and other business risks satisfactorily and have a
reasonable expectation that the Group will have adequate resources
to continue in operation for at least 12 months from the signing
date of these consolidated financial statements. They therefore
consider it appropriate to adopt the going concern basis of
accounting in preparing the financial statements. c. Critical
accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, the
directors are required to make judgements, estimates and
assumptions about the carrying amounts of assets and liabilities
that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may
differ from these estimates.
In preparing these condensed consolidated interim financial
information, the significant judgments made by management in
applying the Group's accounting policies and the key sources of
estimation uncertainty, except as described below, were the same as
those that applied to the consolidated financial statements as at
and for the year ended 31 March 2021.
Impairment review of cash generating units (CGUs)
IFRS requires management to perform impairment tests annually
for goodwill and, for finite lived assets, if events or changes in
circumstances indicate that their carrying amounts may not be
recoverable.
Impairment testing requires management to judge whether the
carrying value of Assets and the associated goodwill of CGU can be
supported by the net present value of future cash flows it
generates. Calculating the net present value of the future cash
flows requires estimates to be made in respect of highly uncertain
matters including management's expectations of:
- Operational growth expectations including the forecast number
of calls, passengers and container volumes,
- appropriate discount rates to reflect the risks involved
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. 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.
2 Accounting Policies (continued)
c) Critical accounting judgements and key sources of estimation
uncertainty (continued)
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%
The resulting ViU of each CGU gives a recoverable amount higher
than the carrying value of Asset and associated goodwill of
CGU.
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. d.
Change in / new accounting policies
The accounting policies applied in these interim financial
statements are the same as those applied in the Group's
consolidated financial statements as at and for the 15-months ended
31 March 2021. The changes in accounting policies are also expected
to be reflected in the Group's consolidated financial statements as
at and for the year ending 31 March 2022. e. Foreign currency
Transactions in foreign currencies are translated into the
respective functional currencies of the Group entities by using the
exchange rate at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the reporting date
are retranslated to the functional currency at the exchange rate at
the reporting date. Non-monetary assets and liabilities denominated
in foreign currencies carried at historical cost should be
retranslated using the exchange rate at the date of the
transaction. Foreign currency differences arising on retranslation
are recognised in profit or loss.
The Group entities use United Stated Dollars ("USD"), Euro or
Turkish Lira ("TL") as their functional currencies since these
currencies represent the primary economic environment in which they
operate. These currencies are used to a significant extent in, or
have a significant impact on, the operations of the related Group
entities and reflect the economic substance of the underlying
events and circumstances relevant to these entities. Transactions
and balances not already measured in the functional currency have
been re-measured to the related functional currencies in accordance
with the relevant provisions of IAS 21 The Effect of Changes in
Foreign Exchange Rates.
For the purpose of the interim condensed consolidated financial
statements, US Dollars has been chosen as the presentation currency
by management to facilitate the investors' ability to evaluate the
Group's performance and financial position in relation to similar
companies domiciled in different jurisdictions, and to eliminate
the depreciating effect of TL against hard currencies, considering
all subsidiaries of the Company are earning revenues in hard
currencies.
2 Accounting Policies (continued)
e) Foreign currency (continued)
Assets and liabilities of those Group entities with a different
functional currency than the presentation currency of the Group are
translated into the presentation currency of the Group at the rate
of exchange ruling at the reporting date. The income and expenses
of the Group entities are translated into the presentation currency
at the average exchange rates for the period. Equity items, except
for net income, are translated using their historical costs. These
foreign currency differences are recognised in "other comprehensive
income" ("OCI"), within equity under "translation reserves".
Below are the foreign exchange rates used by the Group for the
periods shown.
As at 30 September 2021, 31 March 2021 and 30 September 2020,
foreign currency exchange rates of the Central Bank of the Turkish
Republic were as follows:
30 September 2021 31 March 2021 30 September 2020
TL/USD 0.1131 0.1201 0.1281
Euro/USD 1.1663 1.1739 1.1691
For the six months ended 30 September 2021, 30 September 2020
and for the 15 months period ended 31 March 2021, average foreign
currency exchange rates of the Central Bank of the Turkish Republic
were as follows:
Six months ended 30 September 2021 Six months ended 30 September 2020 15-months period ended 31 March
2021
TL/USD 0.1184 0.1422 0.1412
Euro/USD 1.1919 1.1367 1.1579 f. Alternative performance measures
This interim condensed set of 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.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
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,
Six months ended Six months ended 15 months period ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Project expenses 4,520 2,135 11,098
Employee termination expenses 85 149 228
Replacement provisions 275 245 793
Provisions / (reversal of provisions) (*) (568) 1,014 8,489
Impairment losses -- -- 11,997
Construction accounting margin (926) (801) (1,052)
Other expenses 527 480 (598)
Specific adjusting items 3,913 3,222 30,955
(*) 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 an 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
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 3 to
these financial statements.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
Underlying Profit
Management uses this measure to evaluate the profitability of
the Group normalised to exclude the specific non-recurring expenses
and income, 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 calculated as profit/(loss) for the year
after adding back: amortization expense in relation to Port
Operation Rights, depreciation expense in relation to Right-of-use
assets 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. 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 as explained
in note 14 have been excluded.
Underlying profit and adjusted earnings per share computed as
following;
Six months Six months 15-months
ended ended ended
30 September 30 September 31 March 2021
2021 2020
(USD '000)
(USD '000) (USD '000)
(Audited)
(Unaudited) (Unaudited)
Loss for the Period, net of IFRS 16 impact (23,301) (31,152) (94,689)
Impact of IFRS 16 (1,581) (1,679) (3,300)
Loss for the Period (24,882) (32,831) (97,989)
Amortisation of port operating rights / RoU asset / Investment 10,600 8,315 25,126
Property
Non-cash provisional (income) / expenses (*) 68 1,408 9,510
Impairment losses -- -- 11,997
Unhedged portion of Investment hedging on Global Liman 10,599 9,497 39,038
(Gain) / loss on foreign currency translation on equity 136 5,713 1,238
Underlying (Loss) / Profit (3,479) (7,898) (11,080)
Weighted average number of shares 62,826,963 62,826,963 62,826,963
Adjusted earnings per share (pence) (5.54) (12.57) (17.61)
(*) This figure composed of employee termination expense,
replacement provision, and provisions / (reversal of provisions)
under specific adjusting items.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
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:
Six months ended Six months ended 15-months ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Current loans and borrowings 61,351 80,773 295,200
Non-current loans and borrowings 483,464 494,354 253,734
Gross debt 544,815 575,127 548,934
Lease liabilities recognized due to IFRS 16 application (66,856) (66,374) (65,918)
Gross debt, net of IFRS 16 impact 477,959 508,753 483,016
Cash and bank balances (82,616) (108,854) (170,599)
Short term financial investments (57) (78) (63)
Net debt 395,286 399,821 312,354
Equity 61,017 124,596 86,563
Net debt to Equity ratio 6.48 3.21 3.61
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;
Six months ended Six months ended 15-months ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Gross debt 544,815 575,127 548,934
Lease liabilities recognised due to IFRS 16 application (66,856) (66,374) (65,918)
Gross debt, net of IFRS 16 impact 477,959 508,753 483,016
Adjusted EBITDA (annualized) (5,526) 8,725 (6,725)
Impact of IFRS 16 on EBITDA (annualized) (5,101) (4,889) (6,592)
Adjusted EBITDA, net of IFRS 16 impact (10,627) 3,836 (13,317)
Leverage ratio NA 132.6x NA
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
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.
Six months ended Six months ended 15-months ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Acquisition of property and equipment 3,895 10,045 27,913
Acquisition of intangible assets 46,392 44,170 56,557
CAPEX 50,287 54,215 84,470
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.
Six months ended Six months ended 15-months ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Adjusted EBITDA (annualized) (5,526) 8,725 (6,725)
Impact of IFRS 16 on EBITDA (annualized) (5,101) (4,889) (6,592)
Adjusted EBITDA, net of IFRS 16 impact (10,627) 3,836 (13,317)
CAPEX (50,287) (54,215) (84,470)
Cash converted after CAPEX (60,914) (50,379) (97,787)
Cash conversion ratio NA NA NA
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 period ended 30 September 2021 and 2020,
and for the 15 months period ended 31 March 2021, the relevant hard
currencies for the Group are US Dollar, Euro and Singaporean
Dollar. 3. Segment reporting a. Products and services from which
reportable segments derive their revenues
The Group operates various cruise and one commercial port, 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 items 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.
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 5), Italian Ports ("Cagliari Cruise
Port", "Catania Cruise Port", Ravenna Cruise Port", "TarantoCruise
Port"), 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 "VeniceCruise Port"), La Spezia Cruise Facility Srl.
("La Spezia"), Balearic Handling SLA ("Balearic"), and Shore
HandlingSLA ("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 7) 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.
3 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:
Nassau Antigua Other Port Elimination
BPI VCP Ege Cruise Cruise Cruise Total Ortadogu of Total of Total
USD '000 Liman Port Port Ports Cruise Liman Adria Commercial Discontinued Consolidated
operations
Six months
ended 30
September 2021
(Unaudited)
Revenue 2,153 3,402 396 48,480 310 1,865 56,606 -- 4,454 4,454 -- 61,060
Segmental (281) 2,180 (124) (585) (585) (293) 312 -- 1,821 1,821 -- 2,133
EBITDA
Unallocated (2,618)
expenses
Adjusted EBITDA (485)
Reconciliation
to profit
before tax
Depreciation
and (14,420)
amortisation
expenses
Specific
adjusting (3,913)
items*
Finance income 9,523
Finance costs (20,110)
(Loss) / profit
before income (29,405)
tax
Six months
ended 30
September 2020
(Unaudited)
Revenue 245 1,208 270 40,295 135 623 42,776 16,289 3,623 19,912 (16,289) 46,399
Segmental (1,576) 587 (185) (2,342) (549) (681) (4,746) 12,004 1,144 13,148 (12,004) (3,602)
EBITDA
Unallocated (2,208)
expenses
Adjusted EBITDA (5,810)
Reconciliation
to profit
before tax
Depreciation
and (11,680)
amortisation
expenses
Specific
adjusting (3,222)
items*
Finance income 6,842
Finance costs (14,496)
(Loss) / profit
before income (28,366)
tax
15 month ended
31 March 2021
(Audited)
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 (30,955)
items*
Finance income 30,047
Finance costs (80,814)
(Loss) / profit
before income (122,656)
tax
* Please refer to Note 2 (f) for alternative performance
measures (APM) on pages 14 to 18.
3 Segment reporting (continued) b. Reportable segments
(continued)
The Group did not have inter-segment revenues in any of the
periods shown above. ii. Segment assets and liabilities
The following is an analysis of the Group's assets and
liabilities by reportable segment:
Ege Nassau Antigua Other Total Ortadogu Port of Total Total
BPI VCP Liman Cruise Cruise Cruise Cruise Liman Adria Commercial Consolidated
USD '000 Port Port Ports
30 September
2021 (Unaudited)
Segment assets 126,572 119,124 38,791 271,942 46,294 12,382 615,105 -- 64,964 64,964 680,069
Equity-accounted -- -- -- -- -- 16,535 16,535 -- -- -- 16,535
investees
Unallocated 102,659
assets
Total assets 799,263
Segment 60,015 62,209 11,648 281,583 51,652 13,459 480,566 -- 40,854 40,854 521,420
liabilities
Unallocated 216,829
liabilities
Total 738,249
liabilities
31 March 2021
(Audited)
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 171,768
assets
Total assets 813,256
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
30 September
2020 (Unaudited)
Segment assets 143,547 121,473 40,628 190,406 41,982 12,509 550,545 206,077 72,589 278,666 829,211
Equity-accounted -- -- -- -- -- 26,893 26,893 -- -- -- 26,893
investees
Unallocated 23,272
assets
Total assets 879,376
Segment 66,698 63,595 7,958 190,673 42,133 12,688 383,745 61,686 39,039 100,725 484,470
liabilities
Unallocated 270,310
liabilities
Total 754,780
liabilities
3 Segment reporting (continued) b. Reportable segments
(continued) iii. Other segment information
The following table details other segment information:
Ege Nassau Antigua Other Total Ortadogu Port of Total Total
BPI VCP Liman Cruise Cruise Cruise Cruise Liman Adria Commercial Unallocated Consolidated
USD '000 Port Port Ports
Six months
ended 30
September
2021
(Unaudited)
Depreciation
and (6,337) (1,646) (1,401) (1,741) (1,229) (370) (12,724) -- (1,559) (1,559) (137) (14,420)
amortisation
expenses
Additions to
non-current
assets
- Capital 31 142 13 46,577 100 3,302 50,164 -- 83 83 39 50,286
expenditures
Total
additions to 31 142 13 46,577 100 3,302 50,164 -- 83 83 39 50,286
non-current
assets
Six months
ended 30
September
2020
(Unaudited)
Depreciation
and (6,014) (1,502) (1,410) 585 (592) (996) (9,929) -- (1,599) (1,599) (154) (11,682)
amortisation
expenses
Additions to
non-current
assets
- Capital 1,340 893 41 41,892 9,816 230 54,212 -- 4 4 -- 54,216
expenditures
Total
additions to 1,340 893 41 41,892 9,816 230 54,212 -- 4 4 -- 54,216
non-current
assets
15 months
ended 31
March 2021
(Audited)
Depreciation
and (15,313) (3,881) (3,511) (2,945) (1,557) (2,562) (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
3 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.
Six months ended Six months ended 15 months ended
30 September 2021 30 September 2020 31 March 2021
Revenue
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Turkey 865 597 1,479
Montenegro 4,454 3,623 9,318
Malta 3,402 1,208 4,217
Spain 2,754 316 1,981
Bahamas 48,480 40,295 58,746
Antigua & Barbuda 310 135 2,781
Italy 597 80 468
Croatia 197 145 409
61,060 46,399 79,399
As at As at As at
30 September 2021 31 March 2021 30 September 2020
Non-current assets
(USD '000) (USD '000) (USD '000)
(Unaudited) (Audited) (Unaudited)
Turkey 44,260 44,518 205,694
Spain 116,659 123,714 129,094
Malta 116,736 118,985 119,897
Montenegro 63,105 65,267 70,604
Bahamas 193,625 138,376 118,022
Antigua & Barbuda 64,227 65,355 53,068
Italy 6,380 5,123 5,507
UK 8,309 8,509 8,167
Croatia 2,751 2,833 2,911
Unallocated 32,227 29,916 30,884
648,279 602,596 743,848
Non-current assets relating to deferred tax assets and financial
instruments (including equity-accounted investees) 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. 4. Transactions with owners of the company a. 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. b. 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) on 26 February 2020.
Minority shareholders paid USD 483 thousand (USD 326 thousand as of
30 September 2020) of total share capital increase. 5. 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 at the initial completion date and settled in the fourth
calendar quarter 2021.
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 but as discontinued operation in the annual
financial statements for the period ended 31 March 2021. The
comparative consolidated statement of profit or loss has been
restated to show the discontinued operation separately from
continuing operations.
5 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 (cents per share) 20.5 15.7
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 6. Revenue
The Group's operations and main revenue streams are those
described in the last annual financial statements. The Group's
revenue is derived mainly from cruise and commercial
operations.
For the six-month period 30 September, revenue comprised the
following:
other Total Port Port of Total Total
BPI VCP EP NCP ACP cruise Cruise Akdeniz Adria Commercial Consolidated
ports
(USD '000) 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Point in time
Container -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- 11,361 2,829 2,842 2,829 14,203 2,829 14,203
revenue
Landing fees 1,519 23 809 62 3 1 1,421 201 40 20 609 127 4,401 433 -- -- -- -- -- -- 4,401 433
Port service 299 56 876 227 62 39 13 2 1 -- 1,083 287 2,334 611 -- 1,377 432 85 432 1,462 2,766 2,073
revenue
Cargo revenue -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- 2,896 754 504 754 3,400 754 3,400
Domestic water 18 8 -- -- 3 8 5 62 -- -- 1 2 27 79 -- 12 113 2 113 14 140 93
sales
Income from
duty free -- -- 620 17 -- -- -- -- -- -- -- -- 620 17 -- -- -- -- -- -- 620 17
operations
Other revenue 82 10 171 138 107 101 742 (39) 48 17 113 100 1,264 327 -- 301 11 7 11 308 1,275 635
Over time
Rental income 234 148 925 764 221 121 -- -- 221 98 67 108 1,668 1,239 -- 342 307 183 307 525 1,975 1,763
Management fee -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
Construction -- -- -- -- -- -- 46,299 40,070 -- -- -- -- 46,299 40,070 -- -- -- -- -- -- 46,299 40,070
revenue
Total 2,153 245 3,402 1,208 396 270 48,480 40,295 310 135 1,873 623 56,614 42,776 -- 16,289 4,446 3,623 4,446 19,912 61,060 62,688
The following table provides information about receivables,
contract assets and contract liabilities from contracts with
customers:
Period ended Period ended 15 months ended
Revenue 30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
Receivables, which are included in 'trade and other 9,480 7,245 5,129
receivables'
Contract assets 787 1,381 839
Contract liabilities (376) (1,258) (318)
9,891 7,368 5,650
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 rental
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 providing services, for
which revenue is recognised over time. 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 USD318 thousand recognised in contract liabilities
at the beginning of the period has been recognised as revenue for
the period ended 30 September 2021.
The amount of revenue recognised in the period ended 30
September 2021 from performance obligations satisfied (or partially
satisfied) in previous periods is USD787 thousand. This is mainly
due to the nature of operations.
No information is provided about remaining performance
obligations at 30 September 2021 that have an original expected
duration of one year or less, as allowed by IFRS 15. 7. Finance
income and costs
Finance income comprised the following:
Six months ended 30 September Six months ended 30 September 15 months ended 31 March
2021 2020 2021
Finance income
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Other foreign exchange gains 4,259 21,208 29,422
(*)
Gain on refinancing of Eurobond 4,770 -- --
Interest income on related 342 6 469
parties
Interest income on banks and 3 40 54
others
Interest income from housing 6 13 30
loans
Interest income from debt 143 1 72
instruments
Total 9,523 21,268 30,047
(*) The Group's foreign exchange gains arise mainly through its
operations in Turkey, depreciation of TL against the functional
currencies of these entities results in a benefit as the cost base
is significantly more weighted to TL than the revenues.
The income from financial instruments within the category
financial assets at amortized costs is USD 82 thousand (30
September 2020: USD 873 thousand, 31 March 2021: USD 553
thousand).
Finance costs comprised the following:
Six months ended 30 Six months ended 30 15 months ended 31
September 2021 September 2020 March 2021
Finance costs
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Interest expense on loans and 13,760 11,619 30,339
borrowings
Foreign exchange losses from Eurobond 1,942 9,302 39,038
Foreign exchange losses on loans and 898 685 1,224
borrowings
Interest expense on lease obligations 1,958 1,970 4,912
Foreign exchange losses on equity 136 2,007 1,238
translation (*)
Other foreign exchange losses 218 2,606 2,447
Loan commission expenses 671 441 933
Unwinding of discounts during the year 175 166 408
Letter of guarantee commission 10 67 17
expenses
Other interest expenses 270 50 88
Other costs 72 9 170
Total 20,110 28,922 80,814
(*) 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 15,988 thousand (30
September 2020: USD 13,639 thousand, 31 March 2021: USD 35,251
thousand). 8. Taxation
For the six months ended 30 September 2021, 30 September 2020
and for the fifteen months ended 31 March 2021, income tax expense
comprised the following:
Six months ended 30 September Six months ended 30 September 15 months ended 31 March
2021 2021 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Current income taxes (81) (369) (82)
Deferred income 6,183 4,643 15,143
taxes
Total 6,102 4,274 15,061 9. Intangible assets
A summary of the movements in the net book value of intangible
assets for the 6-months, 9-months and 15-months period is as
follows:
Six months ended 30 nine months ended 30 15 months ended 31
September 2021 September 2020 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Net book value as at 1 January 331,910 424,618 424,618
Additions 54,214 49,942 66,127
Disposals (2) -- (670)
Transfers -- 586
Acquisition through business -- -- 1,446
combination
Discontinued operations -- -- (144,369)
Amortization (8,821) (24,927) (25,238)
Currency translation differences (1,075) 8,915 9,410
Net book value as at 30 June 376,226 458,548 331,910
The details of the principal port operation rights for the six
months ended 30 September 2021, 15 months ended 31 March 2021 and
nine months ended 30 September 2020 are as follows:
As at 30 September 2021 As at 31 March 2021 As at 30 September 2020
USD '000 Carrying Remaining Carrying Remaining Carrying Remaining
Amount Amortisation Period Amount Amortisation Period Amount Amortisation Period
Creuers del port de 86,766 105 months 92,442 111 months 97,144 117 months
Barcelona
Cruceros Malaga 10,454 131 months 10,838 137 months 11,420 143 months
Valletta Cruise Port 61,472 542 months 62,561 548 months 62,985 554 months
Port of Adria 15,121 267 months 15,562 273 months 19,850 279 months
Port Akdeniz -- -- -- -- 131,720 95 months
Ege Ports 9,780 138 months 10,197 144 months 10,559 150 months
Bodrum Cruise Port 2,386 558 months 2,411 564 months 2,437 570 months
Nassau Cruise Port 184,731 311 months 132,112 317 months 117,624 323 months
Cagliari Cruise Port 1,720 63 months 1,897 69 months 2,052 75 months
Catania Cruise Port 1,835 75 months 1,981 81 months 2,075 87 months
Ravenna Cruise Port -- -- -- -- 8 3 months
374,265 330,001 457,874 10. Trade and other receivables
Six months ended 30 September 15 months ended 31 March Six months ended 30 September
2021 2021 2020
(USD '000) (USD '000) (USD '000)
(Unaudited) (Audited) (Unaudited)
Trade receivables 10,267 5,968 8,626
Deposits and advances given 5,163 4,438 5,741
Other receivables 12,823 15,756 2,548
Total trade and other 28,253 26,162 16,915
receivables
Venetto Sviluppo, 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 2023. 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% in
VI, which in turn has given the full amount of call option as
guarantee letter to VS. 11. Capital and reserves
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 and setting aside the legal reserves as
discussed above.
The Board of the Company has decided to temporarily suspend the
dividend for full year 2019 and 2021, until the situation related
to spread of Covid-19 ("coronavirus") becomes clearer.
No dividend to non-controlling interest was paid during
six-months period in 2021 (Dividends to non-controlling interests
totaled USD 237 in the 6 months ended 30 September 2020 and
comprised a distribution of USD 213 thousand made to other
shareholders by Barcelona Port Investments no cash settlement, a
distribution of USD 25 thousand made to other shareholders by
Valletta Cruise Port). 12. Loans and borrowings
Loans and borrowings comprised the following:
As at
As at As at
31 March
30 September 2021 30 September 2020
Short term loans and borrowings 2021
(USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Short term portion of bonds issued (i), (ii) 12,634 272,437 29,535
Short term bank loans 24,502 3,802 26,922
Short term portion of long-term bank loans 19,757 16,654 22,150
Lease obligations 4,458 2,307 2,166
-- Finance leases -- -- 13
-- Lease obligations recognized under IFRS 16 4,458 2,307 2,153
Total 61,351 295,200 80,773
12 Loans and borrowings (continued)
As at
As at As at
31 March
30 September 2021 30 September 2020
Long term loans and borrowings 2021
(USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Long term portion of bonds and notes issued (i), (ii) 174,109 113,734 353,946
Long term bank and other loans 242,894 76,389 76,199
Finance lease obligations 66,461 63,611 64,209
Total 483,464 253,734 494,354
(i) The sales process of the Eurobond issuances amounting to USD
250 million with 7 years of maturity, and a 8.125% coupon rate
based on 8.250% reoffer yield was completed on 14 November 2014.
Coupon repayment are made semi-annually. The bonds are quoted on
the Irish Stock Exchange.
Eurobonds contain the following key financial covenants:
If a concession termination event occurs at any time, Global
Liman (the "Issuer") must offer to repurchase all of the notes
pursuant to the terms set forth in the indenture (a "Concession
Termination Event Offer"). 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 unpaid interest and
additional amounts, if any, on the notes repurchased, to the date
of purchase (the "Concession Termination Event Payment Date"),
subject to the rights of holders of notes on the relevant record
date to receive interest 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 the issuer and all of its
consolidated subsidiaries excluding Nassau Cruise Port and Antigua
Cruise Port (both being Unrestricted Subsidiaries as defined in the
Eurobond). Irrespective of the consolidated leverage ratio, the
issuer will be entitled to incur any or all of the following
indebtedness:
-- Indebtedness incurred by the Issuer, Ege Ports ("Guarantor")
or Ortadogu Liman ("Guarantor") pursuant toone or more credit
facilities in 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; and
-- 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 were initially recognised.
Therefore, the group debt covenants as at period end have not been
affected from the transition to IFRS 16. Management will assess in
the future for any new transactions that will be entered into,
depending on the nature of them, whether debt covenants'
calculations are affected.
(ii) Nassau Cruise Port has issued an unsecured bond with a
total nominal volume of USD 133.3 million pursuant to the Bond
Subscription Agreement dated 29 June 2020. The unsecured bonds have
been sold to institutional investors at par across two tranches in
local currency Bahamian Dollar and US-Dollar, which are pari-passu
to each other, and with a fixed coupon of 8.0% across both tranches
payable semi-annually starting 30 June 2021. Final maturity of the
bond is 30 June 2040, principal repayment will occur in ten equal,
annual installments, beginning in June 2031 and each year
afterwards until final maturity.
12 Loans and borrowings (continued)
Nassau Cruise Port has issued two additional tranches of
unsecured notes with a total nominal volume of USD 55 million
pursuant to note purchase agreements dated 24 June 2021 and 29
September 2021. Notes have a fixed coupon of 5.29% and 5.42%
respectively, payable semi-annually starting 31 December 2021.
Final maturity of the notes is 31 December 2040 (amortising) and 31
December 2031 (bullet repayment) respectively.
The bonds and the notes are general obligation of Nassau Cruise
Port and not secured by any specific collateral or guarantee. No
other entity of the Group has provided any security or guarantee
with respect to the Nassau Cruise Port bond and notes. The bonds
and the notes contain a covenant that Nassau Cruise Port must
maintain a minimum debt service coverage ratio of 1.30x prior to
the distribution of any dividends to shareholders.
(iii) The Group has entered a new five-year, senior secured loan
agreement for up to USD 261.3 million with the investment firm
Sixth Street to refinance Eurobond. USD186.3m of this loan have
been drawn for the refinancing as of the reporting date, while the
remaining USD75m represent a growth financing facility which the
Group can draw meeting certain requirements. Group's Eurobond (i)
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. The Group, at its discretion, will not be
required to make any debt service (principal or interest) until
year-end 2022. As part of the financing arrangement with Sixth
Street, the Company has agreed to issue warrants to Sixth Street
for a subscription price equal to the nominal value per share
representing 9.0% of the Company's fully-diluted share capital
(subject to customary adjustments). 13. Provisions
For the period ended 30 September, the movements of the
provisions as below:
Replacement Nassau Ancillary Italian Ports Unused
provisions for contribution Concession fee vacations Legal Other Total
Creuers (*) provision (**) provision (***)
Balance at 1 8,429 12,381 887 258 6,118 788 28,861
April 2021
Provisions
created 275 71 -- 37 102 90 575
through p&l
Paid in cash -- -- (166) -- (1,152) -- (1,318)
Reversal of -- -- -- -- -- -- --
provisions
Unwinding of 158 -- 16 -- -- -- 174
provisions
Currency
translation (64) -- (2) (9) (101) (11) (187)
difference
Balance at 30 8,798 12,452 735 286 4,968 867 28,105
September 2021
Non-current 8,798 6,994 593 -- 3,000 29 19,414
Current -- 5,458 142 286 1,967 838 8,691
8,798 12,452 735 286 4,968 867 28,105
(*) As part of the concession agreement between Creuers and the
Barcelona (entered in 1999 for WTC wharf and in 2003 for Adossat
Wharf) and Malaga Port Authorities (entered in 2008), the Company
has an obligation to maintain the port equipment in good operating
condition throughout its operating period, and in addition return
the port equipment to the Port Authorities in a specific condition
at the end of the agreement.
(**) As part of agreement between NCP and Government of Bahamas
entered in 2019, ancillary contributions will be 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.
Therefore, a provision is provided for ancillary contributions
based on Management's best estimate of these payments.
(***) On 16 December 2009, Ravenna Port Authority and Ravenna
Passenger Terminal S.r.l. ("RTP") entered into an agreement
regarding the operating concession for the Ravenna Passenger
Terminal which originally terminated on 27 December 2019 but was
extended to end of 2021. RTP had an obligation to pay a concession
fee to the Port Authority of Euro 86,375 per year until end of
concession. The expense relating to this concession agreement is
recognized on a straight-line basis over the concession period,
giving rise to an accrual in the earlier years.
On 13 June 2011, Catania Port Authority and Catania Cruise
Terminal S.r.l. ("CCT") entered into an agreement regarding the
operating concession for the Catania Passenger Terminal which
terminates on 12 June 2026. CCT had an obligation to pay a
concession fee to the Catania Port Authority of Euro 135,000 per
year until end of concession. The expense relating to this
concession agreement is recognized on a straight-line basis over
the concession period, giving rise to an accrual in the earlier
years. 14. 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.
At a General Meeting of the Company held on 9 June 2021, certain
resolutions were passed related to issuing warrants to Sixth
Street, in the context of the financing package agreed with Sixth
Street, representing 9.0% of the issued share capital, and these
warrants have been issued in July 2021. Resolutions were also
passed related to issuing further warrants to Sixth Street,
pro-rata to the utilisation of the USD 75.0 million growth
facility. The warrants 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.
None of the exercising events are happened at the reporting date,
and therefore there is no dilution of the earnings per share or
adjusted earnings per share.
Earnings per share is calculated by dividing the profit
attributable to ordinary shareholders, by the weighted average
number of shares outstanding.
As at As at As at
30 30 September 31 March
September 2020
2021 2021
(USD '000)
(USD '000) (USD '000)
(Unaudited)
(Unaudited) (Audited)
Loss attributable to owners of the Company (18,844) (26,277) (80,313)
Weighted average number of shares 62,826,963 62,826,963 62,826,963
Basic and diluted earnings / (loss) per share with par value of GBP 0.01 (29.99) (41.82) (127.8)
(cents per share)
Loss attributable to owners of the Company (18,844) (19,217) (93,219)
Weighted average number of shares 62,826,963 62,826,963 62,826,963
Basic and diluted earnings / (loss) per share with par value of GBP 0.01 (29.99) (30.59) (148.4)
(cents per share) - continuing operations 15. Commitment and contingencies
The information related to the significant lawsuits that the
Group is directly or indirectly a party to, are 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.
15 Commitment and contingencies (continued)
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. 16. Related parties
There are no changes in the related parties of these interim
financial statements compared to those used in the Group's
consolidated financial statements as at and for 15 months ended 31
March 2021.
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
Current and non-current receivables from related parties
comprised the following:
As at
As at As at
31 March
30 September 2021 30 September 2020
Current receivables from related parties 2021
(USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Global Yatirim Holding -- -- 227
Adonia Shipping (*) 10 6 104
Straton Maden (*) 66 66 66
Global Menkul -- 6 --
Global Ports Holding BV -- 4 4
Lisbon Cruise Terminals lda 21 22 58
Aysegül Bensel -- -- 28
Other Global Yatirim Holding Subsidiaries 363 220 309
Total 460 324 796
As at
As at As at
31 March
30 September 2021 30 September 2020
Non-current receivables from related parties 2021
(USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Goulette Cruise Holding (**) 8,049 8,125 7,673
Total 8,049 8,125 7,673
(*) These amounts are payments in advance for contracted work.
These have an interest rate charged of 17.50% p.a. as at 30
September 2021 (31 March 2021: 16.75%, 30 September 2020:
15.75%).
(**) 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% (31 March 2021: 8%, 30 September 2020: 4.5%) is accruing and
paid at maturity.
16 Related parties (continued)
Due to related parties
Current payables to related parties comprised the following:
As at
As at As at
31 March
30 September 2021 30 September 2020
2021
Current payables to related parties (USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Mehmet Kutman 1,042 827 330
Global Sigorta (*) -- 154 366
Global Yatirim Holding 2,092 129 --
Aysegül Bensel 162 102 --
Other Global Yatirim Holding Subsidiaries 42 41 --
Total 3,338 1,253 696
(*) These amounts are related to professional services provided.
These have an interest rate of 17.50% p.a. as at 30 September 2021
(31 March 2021: 17.50%, 30 September 2020: 15.50%).
Transactions with related parties
Transactions with other related parties comprised the following
for the following periods:
Six months ended Six months ended 15 months ended
(USD '000) 30 September 2021 30 September 2020 31 March 2021
(Unaudited) (Unaudited) (Audited)
Rent Rent Rent
Other Other Other
Income Income Income
Global Yatirim Holding -- 96 58 6 265 106
Global Menkul -- 16 -- -- -- --
Total -- 112 58 6 265 106
USD '000
Project Project Project
Other Other Other
Expenses Expenses Expenses
Global Yatirim Holding 160 3 152 65 276 83
Global Menkul -- -- -- 1 -- 1
Total 160 3 152 66 276 84 17. Financial Instruments' fair value disclosures
Fair value measurements
The information set out below provides information about how the
Group determines fair values of various financial assets and
liabilities.
Determination of the fair value of a financial instrument is
based on market values when there are two counterparties willing to
sell or buy, except under the conditions of events of default
forced liquidation. The Group determines the fair values based on
appropriate methods and market information and uses the following
assumptions: the fair values of cash and cash equivalents, other
monetary assets, which are short term, trade receivables and
payables and long term foreign currency loans and borrowings with
variable interest rates and negligible credit risk change due to
borrowings close to year end are expected to approximate to the
carrying amounts.
17 Financial Instruments' fair value disclosures (continued)
Fair value measurements (continued)
The fair value hierarchy is based on inputs to valuation
techniques that are used to measure fair value that are either
observable or unobservable and consists of the following three
levels: ? Level 1: Quoted prices (unadjusted) in active markets for
identical assets or liabilities; ? Level 2: Input other than quoted
prices included within level 1 that are observable for the assets
orliabilities, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); ? Level 3: Inputs for the asset or liability
that is not based on observable market data
(unobservableinputs).
Except as detailed in the following table, the directors
consider the carrying amounts of the Group's financial assets and
financial liabilities were approximate to their fair values.
As at 30 September 2021 As at 31 March 2021 As at 30 September 2020
Note
(Unaudited) (Audited) (Unaudited)
(USD '000) Carrying Fair Carrying Fair Carrying Fair
Financial assets
Other financial assets 57 57 63 63 78 78
Financial liabilities
Loans and borrowings 12 473,896 473,896 483,016 447,078 472,814 508,752
Lease obligations 70,919 70,919 65,918 65,918 66,375 66,375
The Group's lease obligations fair value has been obtained using
the discounted cash flow model.
All loans have been included in Level 2 of the fair value
hierarchy as they have been valued using quotes available for
similar liabilities in the active market. The valuation technique
and inputs used to determine the fair value of the loans and
borrowings is based on discounted future cash flows and discount
rates.
The groups Eurobond liability has been included in level 1 of
the fair value hierarchy as it has been valued using quotes
available on its quoted market.
The fair value of loans and borrowings has been determined in
accordance with the most significant inputs being discounted cash
flow analysis and discount rates.
Financial instruments at fair value
The table below analyses the valuation method of the financial
instruments carried at fair value. The different levels have been
defined as follows:
(USD '000)
Level 1 Level 2 Level 3 Total
As at 30 September 2021 (Unaudited) Derivative financial liabilities -- 230 -- 230
As at 31 March 2021
Derivative financial liabilities -- 399 -- 399
(Audited)
As at 30 september 2020 (Unaudited) Derivative financial liabilities -- 443 -- 443
The valuation technique and inputs used to determine the fair
value of the interest rate swap is based on future cash flows
estimated based on forward interest rates (from observable yield
curves at the end of the reporting period) and contract interest
rates, discounted at a rate that reflects the credit risk of
various counterparties. 18. Events after the reporting date
On October 15th 2021, Group has signed a 20-year lease agreement
with the Port of Authority of Kalundborg to manage the cruise
services in Kalundborg Port, Denmark. As part of the lease
agreement, subject to certain milestones, Group will invest up to
EUR6m by the end of 2025 into a purpose-built cruise terminal.
On November 10th 2021, Global Ports Canary Islands S.L.
("GPCI"), 80% of its shares owned by the Group and 20% owned by
Sepcan S.L. ("Sepcan"), following a public tender process, has been
awarded to preferred bidder status by the Port Authority of Las
Palmas. Sepcan is a Canary island based company providing services
to the port of Las Palmas since 1936 and since 1998 has been
focused on mooring/unmooring, luggage handling, ship's provisioning
and passenger services.
18 Events after the reporting date (continued)
The concessions cover the port of Las Palmas de Gran Canaria,
port of Arrecife (Lanzarote) and Puerto del Rosario
(Fuerteventura), which have tenures of 40 years, 20 years and 20
years respectively. Following successful execution of the
concession agreements, GPH, as part of GPCI, will manage the cruise
port operations in Gran Canaria, Lanzarote and Fuerteventura.
GPH owns 80% of GPCI and Sepcan S.L. owns 20%. Sepcan is a
Canary island family-owned company that has been providing services
to the port of Las Palmas since 1936 and since 1998 has been
focused on mooring/unmooring, luggage handling, ship's provisioning
and passenger services. They also specialise in environmental
services and maritime pollution prevention.
Group has been awarded by the Tarragona Port Authority ("Port
Authority") a 12-year concession, with a 6-year extension option,
to manage the services for cruise passengers in Tarragona, Spain.
Under the terms of the agreement, GPH will invest up to EUR5.5m
into building a new state of the art modular cruise terminal.
-----------------------------------------------------------------------------------------------------------------------
ISIN: GB00BD2ZT390
Category Code: IR
TIDM: GPH
LEI Code: 213800BMNG6351VR5X06
Sequence No.: 139941
EQS News ID: 1274796
End of Announcement EQS News Service
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January 31, 2022 11:21 ET (16:21 GMT)
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