Global Ports Holding PLC (GPH)
Interim Results for the six months to 30 September 2023
19-Dec-2023 / 07:01 GMT/BST
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Global Ports Holding Plc
Interim Results for the six months to 30 September 2023
Global Ports Holding announces record interim results
Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, today issues its
unaudited results for the six months to 30 September 2023 ("Reporting Period").
6 months ended 6 months ended YoY 3 Months ended 3 Months ended
Key Financials & KPIs,6
30-Sept-23 30-Sept-22 Change 30-Sept-23 30-Sept-22
Passengers (m PAX) 2 6.7 4.4 54% 3.6 2.6
Total Revenue (USDm) 105.6 118.3 -11% 52.2 72.6
Adjusted Revenue (USDm) 3 95.9 64.1 50% 52.6 37.0
Segmental EBITDA (USDm) 4 67.6 44.0 54% 37.4 26.9
Adjusted EBITDA (USDm)5 64.1 40.4 59% 35.6 25.0
Segmental EBITDA Margin (%) 70.4% 68.7% 71.0% 72.7%
Adjusted EBITDA Margin (%) 66.9% 63.0% 67.6% 67.7%
Operating Profit (USDm) 34.5 21.9 57%
Profit/(Loss) before tax (USDm) 3.4 (4.4) n/a
Net Income (8.0) (7.3) n/a
Underlying profit (USDm)3 7.6 4.6 64%
EPS (c) (8.0) (11.6)
Adjusted EPS (c)4 11.8 7.3 61%
30-Sept-23 31-Mar-23
Gross Debt (IFRS) (USDm) 739.4 672.4 10%
Gross Debt ex IFRS 16 Leases (USDm) 679.5 612.3 11%
Net Debt ex IFRS 16 Leases (USDm) 561.1 494.0 14%
Cash and Cash Equivalents (USDm) 118.4 118.3 0%
Notes 1. All USD refers to United States Dollar unless otherwise
stated 2. Passenger numbers refer to consolidated and managed
cruise port portfolio, hence it excludes equityaccounted associates
La Goulette, Lisbon, Singapore and Venice 3. Adjusted Revenue is
calculated as Total Revenue excluding IFRIC-12 construction revenue
4. Segmental EBITDA includes the EBITDA from all consolidated ports
and the contribution from managementagreements, plus the pro-rata
Net Profit of equity-accounted associates La Goulette, Lisbon,
Singapore and Venice 5. Adjusted EBITDA calculated as Segmental
EBITDA less unallocated (holding company) expenses 6. Differences
in totals may arise due to rounding
Mehmet Kutman, Chairman and Chief Executive officer, said;
"Our business continues to reach new highs, delivering record
Adjusted Revenue and Adjusted EBITDA for the six-month reporting
period. Demand for cruising remains exceptionally strong and our
call reservations for calendar year 2024, are supportive of further
significant growth in the business.
Our consolidated and management ports are expected to welcome
close to 14 million passengers in the 12 months to 31 March 2025,
with passenger volumes rising to exceed 16 million once San Juan
Cruise Port and St Lucia Cruise Port join the network. This will
take our annual total passenger volume across all ports in the GPH
cruise port network, including equity accounted ports, to close to
20 million."
Overview
Record performance
-- Cruise passenger volumes rose 54% for the 6M period ending 30
Sept 2023 compared to the comparable periodin fiscal year 2023. In
the second fiscal quarter to 30 Sept 2023, cruise passenger volumes
increased by 39%compared to Q1 ending 30 June 2023. Occupancy
levels returned to pre-covid levels during the 6M Reporting
Period
-- Adjusted Revenue was USD 95.9 million for the 6M Reporting
Period, an increase of 50% on the USD 64.1m inthe comparable
period. This growth was primarily driven by the higher number of
passenger volumes in all ourregions
-- Total consolidated revenues for the 6M Reporting Period,
including IFRIC-12 construction revenues, wereUSD 105.6m compared
to USD 118.3m in the comparable period. This decrease reflects the
impact of lower constructionactivities at Nassau Cruise Port where
the major construction works have been completed during the interim
period
-- Segmental EBITDA for the 6M Reporting Period was USD 67.6
million compared to USD 44.0 million in thecomparable period.
Adjusted EBITDA was USD 64.1 million compared to USD 40.4 million
in comparable period
-- Profit before tax for the 6M Reporting Period was 3.4
million, underlying profit for the period was USD7.6 million
-- Net income for the 6M Reporting Period was a loss of 8.0
million compared to a loss of 7.3 million in thecomparable
period
Balance sheet strengthened
-- IFRS Gross Debt was USD 739.4 million (Ex IFRS-16 Leases
Gross Debt: USD 679.5 million), compared toGross Debt at 31 March
2023 of USD 672.4 million (Ex IFRS-16 Leases Gross Debt: USD 612.3
million). Net debt ExIFRS-16 finance leases of USD 561.1 million
compared to USD 494.0 million as at 31 March 2023. At the end
ofSeptember 2023, GPH had cash and cash equivalents of USD 118.4
million, compared to USD 118.3 million at 31 March2023 and USD 64.0
million at 30 June 2023
-- GPH issued USD 330 million of secured private placement notes
("Notes") to insurance companies andlong-term asset managers at a
fixed coupon of 7.87% shortly before the end of the Reporting
Period, mainly torefinance the 2021 Sixth Street loan. The Notes
received an investment grade credit rating from two rating
agenciesand will fully amortize over 17 years, with a weighted
average maturity of c13 years. Over 90% of GPH's gross debtis now
fixed and close to 85% of GPH's gross debt (ex IFRS-16 Leases) is
made up of the investment grade ratedNotes and the ring-fenced
project financed issuance for Nassau Cruise Port
-- The primary driver for the change in Gross Debt is the
refinancing of Sixth Street loan (approximatelyUSD 255 million of
nominal outstanding as of 31 March 2023) with the proceeds from the
Notes (USD 330 million). Theexcess cash generated from this
refinancing, after transaction expenses and certain reserve
accounts, will be usedfor investments into near-term expansion
projects. Another major impact to cash levels compared to 31 March
2023was the extension of Ege Port concession for c. USD 38 million
at the start of the interim period whereas thedrawdown of the debt
to finance this extension was completed shortly before the end of
the fiscal year 2023
Network expanded and strengthened
-- Further expansion of the port network was achieved in the
Reporting Period
-- We signed a 30-year concession with a 10-year extension
option for Saint Lucia Cruise Port. In the 12months to 31 March
2023, St Lucia welcomed c590k passengers (2019 calendar year
c790k). As part of this concession,GPH is planning to invest in a
material expansion and upgrade of the cruise port facilities, the
completion ofthese investments is expected to lead to a rise in
passenger volumes to over 1m in the medium term
-- We were also awarded a 10-year port concession agreement
(starting January 2025), with a potential 5-yearextension option
for Bremerhaven Cruise Port. In 2022, Bremerhaven Cruise Port
welcomed over 230k passengers, withover 90% of these being homeport
passengers
-- At the start of the Reporting Period, GPH agreed to extend
its concession agreement for Ege Port,Kusadasi, adding 19 years to
this concession which now ends in July 2052. As part of the
agreement, Ege Port paidan upfront concession fee of TRY 725.4
million (USD 38 million at the prevailing exchange rate at the time
ofpayment). The capital increase at Ege Port funding the upfront
concession fee was provided by GPH only. As aresult, GPH's equity
stake in Ege Port has increased to 90.5% (from 72.5%)
-- After the end of the Reporting Period, GPH purchased from the
minority shareholder its 38% holding inBarcelona Port Investments
S.L. (BPI), taking our shareholding in BPI to 100%. The transaction
terms areconfidential, however, the purchase price is below USD 20
million. As a result of this transaction, GPH's interestin both
Barcelona Cruise Port and Malaga Cruise Port has risen to 100% from
62%, and GPH's effective interest hasrisen in Singapore Cruise Port
to 40% (from 24.8%) and in Lisbon Cruise Port to 50% (from
46.2%)
Outlook
The global cruise industry has recovered strongly from the Covid
pandemic, with industry occupancy rates now back to pre-Covid
levels. Booking volumes across the industry remain very strong for
the 2024 season, with the major cruise lines reporting record
booking volumes and prices.
While high inflation and rising interest rates globally have led
to an uncertain economic outlook, the longer lead time on cruise
bookings compared to land based tourism provides significant
protection to the cruise industry during periods of macro stress,
with passenger volumes rarely negatively impacted.
At GPH's ports year-to-date, we have experienced higher than
expected passenger volumes, driven by a faster recovery in
occupancy rates across our port network. We currently expect to
welcome at least 12.5m passengers across our consolidated and
managed ports in the 12 months to 31 March 2024, which compares to
our initial expectation of 11.8 million.
Our current expectations are for consolidated and management
ports to welcome close to 14 million passengers in the 12 months to
31 March 2025, with passenger volumes rising to exceed 16 million
once San Juan Cruise Port and St Lucia Cruise Port join the
network. This will take our total passenger volume across all ports
in the GPH cruise port network, including equity accounted ports,
to close to 20 million. We will disclose the updated call and
passenger volumes for the 12 months to 31 March 2025 before the end
of March 2024.
Group Performance Review
Our transformational investment in growing our cruise port
network, which began before the pandemic and continued throughout
the pandemic, has driven a step change in our financial
performance. We also took actions to improve the operational
performance across our existing cruise ports, including increased
ancillary services and improved cost control.
Only now, with the return of passenger volumes and improved
trading, the benefit of these actions can be seen in our financial
results. The Covid pandemic also meant that we are only now really
able to demonstrate the financial returns these new ports can
achieve.
Adjusted Revenue for the 6M Reporting Period was USD 95.9
million, an increase of 50% on the USD 64.1 million in the
comparable period. Adjusted EBITDA was USD 64.1 million compared to
USD 40.4 million in the comparable period and compares to the USD
44.4 million in 2019, the last full year before the Covid
pandemic.
Americas
We completed our transformational investment into Nassau Cruise
Port during the Reporting Period. Our investment has created a
world leading cruise port facility that has set a new standard for
cruise port infrastructure globally. During the reporting period we
also started operations at Prince Rupert Cruise Port, Canada, which
is included in the Americas Segment for the first time.
Adjusted revenue in the Americas rose 54% to USD 22.8 million,
with Segmental EBITDA rising 50%. The strong performance of Nassau
Cruise Port last fiscal year continued into H1 2024. Antigua Cruise
Port, which tends to be a winter destination, experienced a
relatively subdued winter 2022/23 season as a result of the major
US cruise lines focussing on short cruises close to their Southern
US home ports. However, bookings for winter 2023/24 mean there will
be a significant improvement in trading in the H2 2024 Reporting
Period.
West Med & Atlantic
Our West Med & Atlantic region includes our Spanish ports
Barcelona, Fuerteventura, Lanzarote, Las Palmas, Malaga, Tarragona
and for the first time Alicante Cruise Port, as well as Kalundborg,
Denmark, and the equity pick-up contribution from Lisbon and
Singapore.
Our West Med & Atlantic Region delivered passenger growth of
74%, which drove growth in Adjusted Revenue of 50%, with Segmental
EBITDA rising 77% to USD 20.0 million. This growth was driven by
the recovery during summer 2023 mentioned above and the impact of
the growth in the number of ports in the network, primarily the
annualised impact of our three Canary Island ports and Tarragona
Cruise Port as well as an improvement in occupancy rates compared
to the comparable period.
Central Med
Our Central Med region includes Valletta Cruise Port, Malta,
GPH's four Italian ports (Cagliari, Catania, Crotone and Taranto)
and the equity pick-up contribution from La Goulette, Tunisia and
Venice Cruise Port, Italy.
Passenger volumes in the Central Med region rose 71%, while
Adjusted revenue and Segmental EBITDA rose 55% and 35%
respectively. The lower Adjusted Revenue and Segmental EBITDA
growth compared to passenger growth reflects the impact of the
strong growth in lower yielding ports in the region as well as the
impact of increased operational costs in Valletta while pier
extension work is being performed by the Port Authority.
East Med & Adriatic
GPH's East Med & Adriatic operations include the flagship
Turkish port Ege Port in Kusadasi, as well as Bodrum Cruise Port,
Türkiye and Zadar Cruise Port, Croatia.
Passenger volumes in the East Med & Adriatic rose 41%,
driving a 45% increase in Adjusted Revenue and 45% increase in
Adjusted EBITDA. Overall trading was similar to the West Med &
Atlantic region, with the recovery in occupancy rates to pre-Covid
levels being a key driver of the growth in the Reporting
Period.
Trading at Ege Port continued to be strong, reflecting the
continued attraction of this marquee destination and port, while
Bodrum Cruise Port welcomed a record number of passengers for the
six-month period.
Other
Our Other reporting segment includes our commercial port Port of
Adria, Montenegro, our management agreement for Ha Long Cruise
Port, Vietnam and the contribution from our new Port Services
Businesses.
Adjusted Revenue grew 42% to USD 8.3 million and Segmental
EBITDA rose by 54% to USD 3.7 million.
6 months ended 6 months ended YoY 3 Months ended 3 Months ended
Segmental Financials & KPIs
30-Sept-23 30-Sept-22 Change 30-Sept-23 30-Sept-22
Americas
Passengers (m) 2.2 1.6 37% 1.1 0.9
Adjusted Revenue (USDm) 22.8 14.8 54% 10.7 7.6
Segmental EBITDA (USDm) 14.3 9.5 50% 6.4 5.2
EBITDA Margin (%) 62.8% 64.6% 60.1% 68.9%
West Med & Atlantic
Passengers (m) 2.2 1.3 74% 1.1 0.8
Adjusted Revenue (USDm) 24.2 16.1 50% 13.2 10.0
Segmental EBITDA (USDm) 20.0 11.3 77% 10.9 7.5
EBITDA Margin (%) 82.6% 69.7% 82.6% 75.1%
Central Med
Passengers (m) 1.2 0.7 71% 0.8 0.5
Adjusted Revenue (USDm) 15.4 10.0 55% 9.1 5.9
Segmental EBITDA (USDm) 8.3 6.1 35% 4.8 3.8
EBITDA Margin (%) 53.6% 61.5% 53.1% 65.1%
East Med & Adriatic
Passengers (m) 1.0 0.7 41% 0.6 0.5
Adjusted Revenue (USDm) 25.3 17.4 45% 15.0 10.5
Segmental EBITDA (USDm) 21.4 14.7 45% 13.1 9.1
EBITDA Margin (%) 84.6% 84.7% 87.4% 86.7%
Other
Adjusted Revenue (USDm) 8.3 5.8 42% 4.7 3.1
Segmental EBITDA (USDm) 3.7 2.4 54% 2.2 1.2
EBITDA Margin (%) 44.0% 40.5% 45.6% 40.6%
Unallocated (HoldCo) (3.4) (3.6) -5% (1.8) (1.8)
Group
Passengers (m) 6.7 4.4 54% 3.6 2.6
Adjusted Revenue (USDm) 95.9 64.1 50% 52.6 39.1
Segmental EBITDA (USDm) 67.6 44.0 54% 37.4 26.9
Adjusted EBITDA (USDm) 64.1 40.4 59% 35.6 25.0
EBITDA Margin (%) 66.9% 63.0% 67.6% 64.0%
Ege Port extension
At the start of the interim reporting period, GPH agreed to
extend its concession agreement for Ege Port, Kusadasi, adding 19
years to this concession which now ends in July 2052. As part of
the agreement, Ege Port paid an upfront concession fee of TRY 725.4
million (USD 38 million at the prevailing exchange rate at the time
of payment). In addition, Ege Port has committed to invest an
amount equivalent to 10% of the upfront concession fee within the
next five years to improve and enhance the cruise port and retail
facilities at the port, and will pay a variable concession fee
equal to 5% of its gross revenues during the extension period
starting after July 2033.
A capital increase at Ege Port funded the upfront concession
fee. This capital increase was provided by GPH only. As a result,
GPH's equity stake in Ege Port has increased to 90.5% (from
72.5%).
This up-front concession fee and related expenses were financed
by partial utilisation of the USD 75 million growth facility
provided by Sixth Street shortly before the end of the fiscal year
2023. As part of this additional USD 38.9 million drawdown, GPH
issued further warrants to Sixth Street, representing an additional
2.0% of GPH's fully diluted share capital.
St Lucia concession
During the interim reporting period we signed a 30-year
concession with a 10-year extension option for Saint Lucia Cruise
Port. As part of this concession, GPH will invest in a material
expansion and upgrade of the cruise port facilities. This
investment will allow the port to handle the largest cruise ships
in the global cruise fleet, increasing the port's capacity. In the
12 months to 31 March 2023, St Lucia welcomed c590k passengers
(2019 calendar year c790k), the completion of the extended pier and
upgrading the facilities are expected to lead to a rise in
passenger volumes to over 1m in the medium term. GPH will also
invest in transforming the retail experience, continuing our
commitment to driving significant economic benefits for the local
population, this investment will include an exciting new space for
local vendors.
Bremerhaven concession
We were also awarded a 10-year port concession agreement, with a
potential 5-year extension option, by bremenports on behalf of the
city of Bremen regarding the operations at Bremerhaven Cruise Port.
The cruise facilities at the port are currently undergoing a
multimillion-euro investment by the local authorities, which once
completed will expand and renew the port facilities. In 2022,
Bremerhaven Cruise Port welcomed over 230k passengers, with over
90% of these being homeport passengers. The location of the port
means it is ideally located for Scandinavian and Baltic Sea
itineraries. GPH will take over operations of the port in the first
quarter of calendar year 2025.
Increase in ownership at Barcelona and Malaga Cruise Ports
Shortly after the end of the interim reporting period, GPH
purchased from the minority shareholder its 38% holding in
Barcelona Port Investments S.L. (BPI), taking GPH's holding in BPI
to 100%. The transaction terms are confidential, however, the
purchase price is below USD 20 million.
As a result of this transaction, GPH's indirect holding in
Creuers De Port de Barcelona S.A (Creuers) has increased to 100%,
which increases GPH's interest in both Barcelona Cruise Port and
Malaga Cruise Port to 100% from 62%. In addition, GPH's effective
interest in SATS-Creuers Cruise Services PTE. LTD (Singapore Cruise
Port) rises to 40% from 24.8% and the effective interest in Lisbon
Cruise Port LD (Lisbon Cruise Port) rises from 46.2% to 50%.
Financial Review
Group revenue for the Reporting Period was USD 105.6 million (H1
2024: USD 118.3 million), reflecting the impact of lower
construction activities at Nassau Cruise Port where the major
construction works came to an end during the interim period. Under
IFRIC-12, the expenditure for certain construction activities in
Nassau is recognised as operating expenses and added with a margin
to the Group's revenue. IFRIC-12 construction revenue has no impact
on cash generation.
Adjusted Revenue of USD 95.9 million (H1 2023: USD 64.1
million), reflects the operating performance of the Group as it
excludes the impact of IFRIC-12 construction revenue in Nassau of
USD 9.7 million (H1 2023: USD 54.2 million).
Adjusted EBITDA was USD 64.1 million (H1 2024: USD 40.4
million). After depreciation and amortisation of USD 17.2 million
(H1 2023: USD 13.3 million) and specific adjusting items of USD 8.5
million (H1 2023: USD 3.9 million), the Group reported an operating
profit for 6M to 30 Sept 2023 of USD 34.5 million (H1 2023: USD
21.9 million). After net finance costs of USD 35.0 million (H1
2023: USD 27.5 million), the profit before tax was USD 3.4 million
(H1 2023: loss of USD 4.4 million).
Net Income was a loss of USD 8.0 million compared to a loss of
USD 7.3 million in the comparable period. Underlying Profit, which
primarily reflects Net Income adjusted for amortisation of port
operating rights (USD 13.2 million) as well as additional non-cash
adjustments was USD 6.6 million compared to USD 3.3 million in the
comparable period.
Segmental and Adjusted EBITDA
Segmental EBITDA, reflecting the EBITDA contribution from our
operations was USD 67.6 million (H1 2024: USD 44.0 million), this
was driven by the continued increase in cruise activity, the
recovery in occupancy rates and the impact from network expansion,
as well as a continued focus on cost control.
Adjusted EBITDA, which reflects Segmental EBITDA less
unallocated expenses, was USD 64.1 million compared with USD 40.4
million. Unallocated expenses, which consist of Holding Company
costs of USD 3.4 million are broadly in line with H1 2023 with USD
3.6 million.
Depreciation and amortisation costs
Depreciation and amortisation costs were USD 17.2 million (H1
2024: USD 13.3 million), including USD 13.2 million (H1 2024: USD
9.6 million) of port operating rights amortisation. This increase
in port operating rights amortisation primarily reflects the impact
of increasing amortization in Nassau Cruise Port with the Upland
part of the investment program being completed and the growth in
the number of ports in the network.
Specific adjusting items
Specific adjusting items during the Reporting Period were USD
8.5 million (H1 2023: 3.9 million) which reflects the increase in
activity in expansion and financing projects (Project expenses) as
well as the one-off expenses related to Nassau Cruise Port opening
during the Reporting Period.
Finance costs
The Group's net finance cost was USD 35.0 million compared to
USD 27.5 million in the prior year Reporting Period. Finance income
rose to USD 13.2 million compared to USD 2.9 million, mainly due to
foreign exchange impacts. Finance costs rose to USD 48.3 million
compared to USD 30.4 million in the prior year which was driven by
the higher outstanding gross debt coupled with increases in
reference rate environment, and the impact of the refinancing of
the Sixth Street loan, partially offset by lower foreign exchange
impact.
On a cash basis net interest expenses was USD 31.0 million
compared with USD 11.5 million. This significant increase in cash
net interest expense was primarily due to the fact that the
interest due for the Sixth Street loan was payable in form of PIK
Interest (adding to the outstanding nominal instead of cash
payment) until year-end 2022 as well as the prepayment costs for
early refinancing of the Sixth Street loan.
Taxation
GPH is a multinational Group and is liable for taxation in
multiple jurisdictions worldwide. The Group reported a tax expense
of USD 11.4 million compared to USD 2.9 million in the prior year.
The rise in tax expense reflects the impact of the improvement in
profitability across the Group's ports. On a cash basis, the
Group's income taxes paid amounted to USD 0.9 million compared with
USD 0.9 million in the comparable period.
Investing Activities
Capital expenditure, including the impact of advances, during
the Reporting Period was USD 48.6 million, compared to USD 43.9
million in the prior year period. This mainly reflects the payment
to extend the Ege Port concession referred to above and remaining
CAPEX payments made in Nassau Cruise Port.
Cash flow
The Group generated an Adjusted EBITDA of USD 64.1 million in
the Reporting Period, compared to USD 40.3 million in the
comparable period last year.
Operating cash flow was USD 28.8 million, which was a decrease
on the USD 40.3 million generated in the comparable period last
year. This decrease is a result of changes in working capital with
an increase in trade receivable due to improved trading at ports
compared to the lower-than-normal trading activity in the
comparable period as the industry continue to return to normal
activity levels post Covid. All operations continue to operate on
normal payment terms so this impact should not repeat next
financial year. Additionally, there was a one-off effect in the
Trade Payable due payment of invoices to the contractor in Nassau
Cruise Port as the investment project was completed (impact of ca.
USD 13 million).
Net interest expense of USD 31.0 million rose sharply from the
USD 11.5 million in the comparable period last year as explained
above.
Net capital expenditure including advances of USD 48.6 million,
primarily reflects the Ege Port extension and the final investments
in Nassau Cruise Port.
6 Months ended
Cash flow (in USD million) 6 Months ended 30-Sep-23
30-Sep-22
Operating (loss) / profit (USDm) 34.5 21.9
Depreciation and Amortization (USDm) 17.2 13.3
Specific Adjusting Items (USDm) 8.4 3.9
Share of (loss) / profit of equity-accounted investees (USDm) 4.0 1.2
Adjusted EBITDA (USDm) 64.1 40.3
Working capital (USDm) (23.4) 3.8
Other (USDm) (11.9) (4.1)
Operating Cash flow (USDm) 28.8 40.0
Net interest expense (USDm) (31.0) (11.5)
Tax paid (USDm) (0.9) (0.9)
Net capital expenditure incl. advances (USDm) (48.6) (43.9)
Free cash flow (USDm) (51.7) (16.3)
Investments (USDm) 0.0 --
Change in Gross debt (USDm) 53.8 (2.2)
Dividends received (USDm) 2.1 --
Related Party financing (USDm) 1.0 5.9
Net Cash flow (USDm) 5.2 (12.6)
Debt
At 30 September 2023, IFRS gross debt was USD 739.4m (Ex IFRS-16
Finance Leases Gross Debt: USD 679.5m), compared to gross debt at
31 March 2023 of USD 672.4m (Ex IFRS-16 Finance Leases Gross Debt:
USD 612.3m). Net debt Ex IFRS-16 finance leases of USD 561.1m
compared to USD 494.0m as at 31 March 2023. At the end of September
2023, GPH had cash and cash equivalents of USD 118.4m, compared to
USD 118.3m at 31 March 2023 and USD 64.0m at 30 June 2023.
In July 2023, GPH issued 5,144,445 new ordinary shares at 206.5
pence each to its largest shareholder, Global Yatirim Holding A.S.,
in satisfaction of USD 13.8 million of GPH's debt owed to GIH under
a shareholder loan agreement.
At the end of the Reporting Period GPH issued USD 330 million of
secured private placement notes ("Notes") to insurance companies
and long-term asset managers at a fixed coupon of 7.87%. The Notes
received an investment grade credit rating from two rating agencies
and will fully amortize over 17 years, with a weighted average
maturity of c.13 years. Over 90% of GPH's gross debt is now fixed
and close to 85% of GPH's gross debt is made up of the investment
grade rated Notes and the ring-fenced project financed issuance for
Nassau Cruise Port.
The majority of the proceeds were used to repay in full the
outstanding senior secured loan from Sixth Street (including the
portion drawn at the end of fiscal year 2023 for the Ege Port
extension), plus early repayment fees and accrued interest. The
balance of proceeds from the Notes will primarily be used to fund
further Caribbean expansion and the payment of transaction
costs.
This financing generates material savings of cash interest
expenses and creates a stable, long-term funding base for the
Group. Further, it secures the financing of our near-term growth
pipeline.
The main driver for the change in Gross Debt is the refinancing
of Sixth Street loan with the Notes. The USD 330 million Notes
includes reserves and cash expected to be deployed as equity
contribution for near-term growth projects, hence outstanding debt
has increased compared to the Sixth Street loan with approximately
USD 255 million of nominal outstanding.
This excess refinancing amount also impacted the outstanding
cash (less transaction costs and early prepayment fees). Besides
the refinancing, the other major impact to cash was the extension
of Ege Port concession for c. USD 38 million at the start of the
interim period whereas the drawdown of the debt to finance this
extension was completed shortly before the end of the fiscal year
2023.
CONTACT
For investor, analyst and financial media enquiries: For trade media enquiries:
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
Global Ports Holding PLC
Interim condensed consolidated financial statements
For the six months ended 30 September 2023
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 - 32
Responsibility Statement
We confirm that to the best of our knowledge: 0. the condensed
set of financial statements has been prepared in accordance with
IAS 34 Interim FinancialReporting as adopted by the UK, 1. 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
18 December 2023
Six months ended Year ended
Six months ended
(USD '000) Notes 30 September 2023 31 March 2023
30 September 2022
(Audited)
Revenue 4 105,578 118,349 213,596
Cost of sales (49,152) (82,132) (149,881)
Gross profit 56,426 36,217 63,715
Other income 1,379 1,478 2,606
Selling and marketing expenses (1,942) (1,476) (3,368)
Administrative expenses (11,994) (8,761) (18,862)
Other expenses (9,372) (5,548) (15,864)
Operating profit 34,497 21,910 28,227
Finance income 5 13,221 2,881 5,676
Finance costs 5 (48,260) (30,381) (47,718)
Net finance costs (35,039) (27,500) (42,042)
Share of profit of equity-accounted investees 3,963 1,232 4,274
Income / (loss) before tax 3,421 (4,358) (9,541)
Tax expense 6 (11,385) (2,942) (1,008)
Loss for the period / year (7,964) (7,300) (10,549)
(Loss) / Profit for the period / year attributable to:
Owners of the Company (14,230) (16,564) (24,998)
Non-controlling interests 6,266 9,264 14,449
(7,964) (7,300) (10,549)
The notes on pages 11 to 32 are an integral part of these
condensed consolidated interim financial statements.
Six months Six months Year ended
ended ended
(USD'000) Notes 31 March
30 September 30 September 2023
2023 2022
(Audited)
Other comprehensive income
Items that will not be reclassified subsequently
to profit or loss
Remeasurement of defined benefit liability (64) (37) (116)
Income tax relating to items that will not be reclassified 13 9 23
subsequently to profit or loss
(51) (28) (93)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences (3,492) (17,364) (4,634)
Cash flow hedges - effective portion of changes in fair value (48) 86 142
Cash flow hedges - realized amounts transferred to income statement 1 (58) (113)
Equity accounted investees - share of OCI (298) 595 88
Losses on a hedge of a net investment (13,437) -- --
(17,274) (16,741) (4,517)
Other comprehensive income /(loss) for the period/year, net of (17,325) (16,769) (4,610)
income tax
Total comprehensive income /(loss) for the period/year (25,289) (24,069) (15,159)
Total comprehensive income/(loss) attributable to:
Owners of the Company (29,961) (25,715) (28,336)
Non-controlling interests 4,672 1,646 13,177
(25,289) (24,069) (15,159)
Basic and diluted earnings / (loss) per share (cents per share) 12 (17.8) (26.4) (39.8)
The notes on pages 11 to 32 are an integral part of these
condensed consolidated interim financial statements.
As at
As at As at
31 March 2023
Notes 30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Non-current assets
Property and equipment 114,581 116,180 110,067
Intangible assets 7 542,833 509,023 444,990
Right of use assets 75,431 77,408 76,356
Investment property 1,876 1,944 1,747
Goodwill 13,483 13,483 13,483
Equity-accounted investees 18,153 17,828 13,204
Due from related parties 15 9,445 9,553 8,182
Deferred tax assets 2,201 3,902 3,962
Other non-current assets 3,389 2,791 2,385
781,392 752,112 674,376
Current assets
Trade and other receivables 8 31,210 23,650 27,948
Due from related parties 15 367 335 373
Other investments 64 65 51
Other current assets 4,800 4,650 14,356
Inventory 1,120 964 873
Prepaid taxes 163 623 355
Cash and cash equivalents 118,353 118,201 79,484
156,077 148,488 123,440
Total assets 937,469 900,600 797,816
Current liabilities
10 57,832 66,488 80,174
Loans and borrowings
Other financial liabilities 1,069 1,639 396
Trade and other payables 25,831 42,115 47,483
Due to related parties 15 7,946 4,907 1,844
Current tax liabilities 4,438 809 748
Provisions 11 13,703 13,740 12,162
110,819 129,698 142,807
Non-current liabilities
Loans and borrowings 10 681,544 605,954 518,779
Other financial liabilities 52,683 53,793 50,064
Trade and other payables 1,234 1,223 1,435
Due to related parties 15 14,123 24,923 8,872
Deferred tax liabilities 42,412 40,148 39,064
Provisions 11 9,570 9,161 10,074
Employee benefits 411 448 409
Derivative financial liabilities -- (45) (16)
801,977 735,605 628,681
Total liabilities 912,796 865,303 771,488
Net assets 24,673 35,297 26,328
Equity
Share capital 13 878 811 811
Share premium account 13 13,743 -- --
Legal reserves 13 6,014 6,014 6,014
Share based payment reserves 13 426 426 367
Hedging reserves 13 (56,993) (43,211) (42,705)
Translation reserves 13 41,202 43,100 36,716
Retained earnings (87,564) (73,283) (64,784)
Equity attributable to equity holders of the Company (82,294) (66,143) (63,581)
Non-controlling interests 106,967 101,440 89,909
Total equity 24,673 35,297 26,328
The notes on pages 11 to 32 are an integral part of these
condensed consolidated interim financial statements.
Share
Share Legal based Hedging Translation Retained Non-controlling
(USD '000) Notes Share Premium payment reserves reserves earnings interests
capital reserves reserves Total
Total
Equity
Balance at 1 811 -- 6,014 426 (43,211) 43,100 (73,283) (66,143) 101,440 35,297
April 2023
Loss for the -- -- -- -- -- -- (14,230) (14,230) 6,266 (7,964)
period
Other
comprehensive
(loss) / -- -- -- -- (13,782) (1,898) (51) (15,731) (1,594) (17,325)
income for the
period
Total
comprehensive
(loss) / -- -- -- -- (13,782) (1,898) (14,281) (29,961) 4,672 (25,289)
income for the
period
Transactions
with owners of
the Company
Contribution
and
distributions
Issuance of 13 67 13,743 -- -- -- -- -- 13,810 -- 13,810
share
Dividend -- -- -- -- -- -- -- -- (864) (864)
distribution
Total
contributions 67 13,743 -- -- -- -- -- 13,810 (864) 12,946
and
distributions
Changes in
ownership
interest
Equity -- -- -- -- -- -- -- 1,719 1,719
injection
Total changes
in ownership -- -- -- -- -- -- -- 1,719 1,719
interest
Total
transactions 67 13,743 -- -- (13,782) (1,898) (14,281) (13,297) 5,527 (7,770)
with owners of
the Company
Balance at 30 878 13,743 6,014 426 (56,993) 41,202 (87,564) (82,294) 106,967 24,673
September 2023
The notes on pages 11 to 32 are an integral part of these
condensed consolidated interim financial statements
Legal Share 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 6,014 367 (43,328) 46,462 (48,192) (37,866) 88,263 50,397
2022
Loss for the year -- -- -- -- -- (16,564) (16,564) 9,264 (7,300)
Other comprehensive
(loss) / income for -- -- -- 623 (9,746) (28) (9,151) (7,618) (16,769)
the year
Total comprehensive
(loss) / income for -- -- -- 623 (9,746) (16,592) (25,715) 1,646 (24,069)
the year
Balance at 30 811 6,014 367 (42,705) 36,716 (64,784) (63,581) 89,909 26,328
September 2022
The notes on pages 11 to 32 are an integral part of these
condensed consolidated interim 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 April 811 6,014 367 (43,328) 46,462 (48,192) (37,866) 88,263 50,397
2022
Loss for the period -- -- -- -- -- (24,998) (24,998) 14,449 (10,549)
Other comprehensive -- -- -- 117 (3,362) (93) (3,338) (1,272) (4,610)
loss for the period
Total comprehensive
(loss) / income for -- -- -- 117 (3,362) (25,091) (28,336) 13,177 (15,159)
the period
Transactions with
owners of the
Company
Contribution and
distributions
Equity settled
share-based payment -- -- 59 -- -- -- 59 -- 59
expenses
Total contributions -- -- 59 -- -- -- 59 -- 59
and distributions
Total transactions
with owners of the -- -- 59 -- -- -- 59 -- 59
Company
Balance at 31 March 811 6,014 426 (43,211) 43,100 (73,283) (66,143) 101,440 35,297
2023
The notes on pages 11 to 32 are an integral part of these
condensed consolidated interim financial statements.
Year
ended
Six months ended 30 Six months ended 30 31 March
Notes September 2023 September 2022 2023
(USD '000) (USD '000) (USD
'000)
(Audited)
Cash flows from operating activities
Loss for the period / year (7,964) (7,300) (10,549)
Adjustments for:
Depreciation of PPE and RoU assets and amortization 17,211 13,315 27,277
expense
Gain on disposal of Property, plant, and equipment -- (9) (7)
Impairment losses on investments -- 666 659
Share of (profit)/loss of equity-accounted (3,963) (1,232) (4,274)
investees, net of tax
Finance costs (excluding foreign exchange 46,809 20,536 44,348
differences)
Finance income (excluding foreign exchange (4,992) (818) (2,293)
differences)
Foreign exchange differences on finance costs and (6,780) 7,782 (13)
income, net
Income tax expense/(benefit) 11,385 2,942 1,008
Employment termination indemnity reserve (9) 99 103
Equity settled share-based payment expenses -- -- 59
Use of / (Charges to) provision 533 245 2,095
Operating cash flow before changes in operating 52,230 36,226 58,413
assets and liabilities
Changes in:
- trade and other receivables (7,560) (6,800) (2,502)
- other current assets (826) (299) (1,921)
- related party receivables 99 1,523 546
- other non-current assets (598) (13) (416)
- trade and other payables (16,885) 8,191 4,748
- related party payables 2,410 1,370 2,826
- provisions (49) (179) (310)
- Post-employment benefits paid (8) (13) (77)
Cash generated by operations before benefit and tax 28,813 40,006 61,307
payments
Income taxes paid (926) (867) (1,430)
Net cash generated from / (used in) operating 27,887 39,139 59,877
activities
Investing activities
Acquisition of property and equipment (4,012) (1,679) (4,328)
Acquisition of intangible assets (44,599) (53,627) (73,236)
Proceeds from sale of property and equipment 31 -- 87
Bank interest received 4,968 648 1,757
Dividends from equity accounted investees 2,895 -- --
Advances used / (given) for fixed assets (21) 11,373 (1,001)
Net cash used in investing activities (40,738) (43,285) (76,721)
Financing activities
Change in due to related parties 1,000 5,872 21,923
Dividends paid to NCIs (733) -- (1,123)
Interest paid (35,951) (12,142) (33,085)
Proceeds from loans and borrowings 485,439 28,703 77,147
Repayments of borrowings (430,422) (30,032) (19,915)
Repayments of lease liabilities (1,197) (885) (3,085)
Net cash (used in) / generated from financing 18,136 (8,484) 41,862
activities
Net decrease in cash and cash equivalents 5,285 (12,630) 25,018
Effect of foreign exchange rate changes on cash and (5,133) (7,573) (6,504)
cash equivalents
Cash and cash equivalents at beginning of year 118,201 99,687 99,687
Cash and cash equivalents at end of period 118,353 79,484 118,201
The notes on pages 11 to 32 are an integral part of these
condensed consolidated interim financial statements. 1. Reporting
entity
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 35 Albemarle Street, 3rd
Floor, W1S 4JD, London, England, United Kingdom. The majority
shareholder of the Company is Global Yatirim Holding ("GIH").
These 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
2023 were authorised for issue in accordance with a resolution of
the directors on 18 December 2023. 2. Accounting policies a. Basis
of preparation
This condensed set of consolidated financial statements for the
six-month period ended 30 September 2023 and 30 September 2022 have
been prepared in accordance with the UK adopted International
Accounting Standard 34 'Interim Financial Reporting' in conformity
with the requirements of Accounting Standards Board's half yearly
financial reports statement dated July 2007.
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 2023 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.
The comparative figures for the financial year ended 31 March
2023 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 28 ports in 16 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.
Group management believes 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 interim 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 were the same as those that applied to the
consolidated financial statements as at and for the year ended 31
March 2023. 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 year ended 31
March 2023.
2 Accounting Policies (continued) 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
("EUR") 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. The Group uses USD as the
presentation currency.
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 2023, 31 March 2023 and 30 September 2022,
foreign currency exchange rates of the Central Bank of the Turkish
Republic were as follows:
30 September 2023 31 March 2023 30 September 2022
TL/USD 0.0365 0.0520 0.0540
Euro/USD 1.0604 1.0865 0.9686
For the six months ended 30 September 2023, 30 September 2022
and for the Year ended 31 March 2023, average foreign currency
exchange rates of the Central Bank of the Turkish Republic were as
follows:
Six months ended 30 September 2023 Six months ended 30 September 2022 Year ended 31 March 2023
TL/USD 0.0419 0.0593 0.0561
Euro/USD 1.0883 1.0355 1.0415 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.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
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 are
included in the computation of Segmental EBITDA.
Specific adjusting items
The Group presents specific adjusting items separately. For
proper evaluation of individual ports financial performance and the
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; other income
& expenses including employee termination expenses, income from
insurance repayments, income from scrap sales, gain/loss on sale of
securities, other provision expenses, costs related to
non-recurring marketing events, redundancy expenses and donations
and grants.
Specific adjusting items comprised as following,
Year ended
Six months ended Six months ended
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Project expenses 5,411 3,851 11,201
Employee termination expenses 187 162 344
Replacement provisions 700 287 298
Provisions / (reversal of provisions) (*) 209 539 680
Impairment losses -- 666 659
IFRIC-12 Construction accounting margin (193) (1,085) (1,928)
Other (income) / expenses 2,148 (474) 1,645
Specific adjusting items 8,462 3,946 12,899
(*) This figure composed of expected impairment losses on
receivables, provision expenses excluding vacation pay and
replacement provisions and impairment losses related to assets.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
Adjusted EBITDA
Adjusted EBITDA is 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 removed from Adjusted EBITDA,
are 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.
Underlying Profit / (Loss)
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 period
or 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 number of shares.
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 have been
excluded.
Underlying profit and adjusted earnings per share computed as
following;
Year ended
Six months ended Six months ended
31 March
30 September 30 September 2023
2023 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Loss for the Period, net of IFRS 16 impact (7,964) (7,300) (10,549)
Impact of IFRS 16 (annualized) 1,009 1,340 1,875
Loss for the Period (6,955) (5,960) (8,674)
Amortisation of port operating rights / RoU asset / Investment 13,213 9,632 19,747
Property
Non-cash provisional (income) / expenses (*) 1,096 988 1,322
Impairment losses -- 666 659
Construction accounting impact (193) (1,085) (1,928)
(Gain) / loss on foreign currency translation on equity 412 365 412
Underlying Profit / (Loss) 7,573 4,606 11,538
Weighted average number of shares 64,051,416 62,826,963 62,826,963
Adjusted earnings / (loss) per share (pence) 11.82 7.33 18.36
(*) 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, bonds, notes
and 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:
Year ended
Six months ended Six months ended
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Current loans and borrowings 57,832 80,174 66,488
Non-current loans and borrowings 681,544 518,779 605,954
Gross debt 739,376 598,953 672,442
Lease liabilities recognized due to IFRS 16 application (59,832) (57,234) (60,143)
Gross debt, net of IFRS 16 impact 679,544 541,719 612,299
Cash and bank balances (118,353) (79,484) (118,201)
Short term financial investments (64) (51) (65)
Net debt, net of IFRS 16 impact 561,127 462,184 494,033
Equity 24,673 26,328 35,297
Net debt to Equity ratio 22.74 17.55 14.00
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;
Year ended
Six months ended Six months ended
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Gross debt 739,376 598,953 672,442
Lease liabilities recognized due to IFRS 16 application (59,832) (57,234) (60,143)
Gross debt, net of IFRS 16 impact 679,544 541,719 612,299
Adjusted EBITDA (annualized) 96,407 47,899 72,677
Impact of IFRS 16 on EBITDA (annualized) (4,345) (5,008)
(5,267)
Adjusted EBITDA, net of IFRS 16 impact 91,140 43,554 67,669
Leverage ratio 7.46 12.44 9.05
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.
Year ended
Six months ended Six months ended
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Acquisition of property and equipment 4,011 1,679 4,327
Acquisition of intangible assets 39,760 53,627 96,583
CAPEX 43,771 55,306 100,910
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 2023 and 2022,
and for the year ended 31 March 2023, the relevant hard currencies
for the Group are US Dollar, Euro, Canadian Dollar, Danish krone
and Singaporean Dollar. 3. Segment reporting a. Products and
services from which reportable segments derive their revenues
The Group operates various cruise ports 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 presents its operations on a regional basis, with each
key region representing an individual operating segment with a set
of activities which generate revenue, and the financial information
of each region is reviewed by the Group's chief operating
decision-maker in deciding how to allocate resources and assess
performance. The segment assessment of the Group has changed during
the fiscal year as a result of structural changes and concentration
of the investment of the Group to Cruise operations and vertical
integration of additional services within the Cruise business. The
Group has identified four key regions it operates as segments;
these are West Mediterranean, Central Mediterranean, East
Mediterranean and Americas. The Group's chief operating
decision-maker is the Chief Executive Officer ("CEO"), who reviews
the management reports of each region at least on a monthly
basis.
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.
3 Segment reporting (continued) b. Reportable segments
(continued)
The Group has the following operating segments under IFRS 8: ?
Western Mediterranean & Atlantic region ("West Med")? BPI,
Barcelona Cruise Port, Malaga Cruise Port, Tarragona Cruise Port,
Las Palmas (Canary Islands)Cruise Ports, Alicante Cruise Port,
Lisbon Cruise Terminals, SATS - Creuers Cruise Services Pte.
Ltd.("Singapore Port") and Kalundborg Cruise Port ("Kalundborg"). ?
Central Mediterranean region ("Central Med")? VCP ("Valetta Cruise
Port"), Travel Shopping Ltd ("TSL"), Port Operation Holding Srl,
Cagliari CruisePort, Catania Passenger Terminal, Crotone Cruise
Port, Taranto Cruise Port, Venezia Investimenti Srl.
("VeniceInvestment" or "Venice Cruise Port"), and La Goulette
Cruise Port. ? Americas Region ("Americas")? Nassau Cruise Port
("NCP"), Antigua Cruise Port ("GPH Antigua"), and Prince Rupert
Cruise Port. ? Eastern Mediterranean and Adriatic region ("East
Med")? Ege Liman ("Ege Ports-Kusadasi"), Bodrum Liman ("Bodrum
Cruise Port") and Zadar Cruise Port ("ZIPO"). ? Other operations
("other")? Port of Adria ("Port of Adria-Bar"), Global Ports
Services Med, GP Med, Balearic Handling SLA("Balearic"), Shore
Handling SLA ("Shore"), Ha Long management contract and Pelican
Peak; All except for Portof Adria-Bar are part of vertical
integration plans of the Group for the Cruise business and do not
exceed thequantitative threshold and have therefore been included
in Other operations.
The Group's reportable segments under IFRS 8 are West Med,
Central Med, East Med, Americas, and Other.
Global Liman, Global Ports Europe, GP Melita, GP Netherlands,
Global Depolama, GPH Americas, GP Malta Finance, GPH Cruise Port
Finance, Global Ports Group Finance Ltd. 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) c. 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 loss before tax by reportable segment:
USD '000 West Med Central Med East Med Americas Other Total
Period ended 30 September 2023
Revenue 25,391 15,393 25,280 31,225 8,289 105,578
Segmental EBITDA 19,952 8,251 21,381 14,326 3,651 67,561
Unallocated expenses (3,428)
Adjusted EBITDA 64,133
Reconciliation to loss before tax
Depreciation and amortisation expenses (17,211)
Specific adjusting items (*) (8,462)
Finance income 13,221
Finance costs (48,260)
Loss before income tax 3,421
Period ended 30 September 2022
Revenue 16,147 9,950 17,376 69,042 5,834 118,349
Segmental EBITDA 11,258 6,121 14,718 9,549 2,365 44,011
Unallocated expenses (3,608)
Adjusted EBITDA 40,403
Reconciliation to loss before tax
Depreciation and amortisation expenses (13,315)
Specific adjusting items (*) (3,946)
Finance income 2,881
Finance costs (30,381)
Loss before income tax (4,358)
Year ended 31 March 2023 (Audited)
Revenue 27,677 14,761 24,062 135,778 11,318 213,596
Segmental EBITDA 19,475 7,811 19,366 29,010 4,318 79,980
Unallocated expenses (7,303)
Adjusted EBITDA 72,677
Reconciliation to loss before tax
Depreciation and amortisation expenses (27,277)
Specific adjusting items (*) (12,899)
Finance income 5,676
Finance costs (47,718)
Loss before income tax (9,541)
* Please refer to Note 2 (f) for alternative performance
measures (APM) on pages 13 to 16.
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:
USD '000 West Med Central Med East Med Americas Other Total
30 September 2023
Segment assets 118,923 89,753 83,903 401,286 48,151 742,016
Equity-accounted investees 16,300 1,454 -- -- 399 18,153
Unallocated assets 177,300
Total assets 937,469
Segment liabilities 51,835 59,860 19,445 362,777 31,032 524,949
Unallocated liabilities 387,847
Total liabilities 912,796
31 March 2023 (Audited)
Segment assets 116,001 88,131 46,248 419,143 49,394 718,917
Equity-accounted investees 15,893 1,528 -- -- 407 17,828
Unallocated assets 163,852
Total assets 900,597
Segment liabilities 56,591 59,679 13,961 375,049 32,004 537,284
Unallocated liabilities 328,019
Total liabilities 865,303
30 September 2022
Segment assets 100,581 83,271 48,618 410,597 50,493 693,560
Equity-accounted investees 11,420 1,369 -- -- 415 13,204
Unallocated assets 91,054
Total assets 797,818
Segment liabilities 46,751 56,247 14,334 377,657 33,595 528,584
Unallocated liabilities 242,904
Total liabilities 771,488
3 Segment reporting (continued) b. Reportable segments
(continued) iii. Other segment information
The following table details other segment information:
USD '000 West Med Central Med East Med Americas Other Unallocated Total
Year ended 31 March 2023 (Audited)
Depreciation and amortisation expenses (6,046) (1,974) (2,185) (5,573) (1,376) (57) (17,211)
Additions to non-current assets (*)
- Capital expenditures 1,651 729 38,782 8,035 394 20 49,611
Total additions to non-current assets (*) 1,651 729 38,782 8,035 394 20 49,611
Year ended 31 March 2023 (Audited)
Depreciation and amortisation expenses (11,368) (3,723) (3,058) (6,173) (2,766) (189) (27,277)
Additions to non-current assets (*)
- Capital expenditures (**) 1,369 706 457 98,111 194 73 100,910
Total additions to non-current assets (*) 1,369 706 457 98,111 194 73 100,910
Year ended 30 September 2022
Depreciation and amortisation expenses (5,595) (1,837) (1,537) (2,818) (1,368) (160) (13,315)
Additions to non-current assets (*)
- Capital expenditures 563 312 228 54,162 24 17 55,306
Total additions to non-current assets (*) 563 312 228 54,162 24 17 55,306
(*) Non-current assets exclude those relating to deferred tax
assets and financial instruments (including equity-accounted
investees).
(**) Total Capital expenditures on non-current assets includes
movements from prepayments into fixed 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 Year ended
30 September 2023 30 September 2022 31 March 2023
Revenue
(USD '000) (USD '000) (USD '000)
(Audited)
Turkey 24,789 16,997 129,651
Montenegro 4,968 4,101 30,303
Malta 11,000 7,725 23,482
Spain 28,563 17,651 11,996
Bahamas 28,928 68,251 8,510
Antigua & Barbuda 1,796 791 6,127
Italy 4,393 2,225 2,765
Canada 500 -- --
Croatia 490 379 580
Denmark 151 229 182
105,578 118,349 213,596
As at As at As at
Non-current assets 30 September 2023 31 March 2023 30 September 2022
(USD '000) (USD '000) (Audited) (USD '000)
Turkey 77,547 40,790 41,943
Spain 93,905 99,125 87,647
Malta 101,359 104,732 94,741
Montenegro 50,118 52,793 49,666
Bahamas 359,166 5,136 304,567
Antigua & Barbuda 60,977 353,013 62,274
Italy 4,643 61,746 4,918
UK 9,933 9,553 8,308
Croatia 2,210 2,333 2,158
Denmark 1,044 1,091 992
Canada 136 70 --
Unallocated 20,354 21,730 17,162
781,392 752,112 674,376
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. Revenue
Seasonality of revenue
Sales from the Cruise operations on European ports are more
heavily weighted on the first half of the calendar year, while
sales from the cruise operations on Caribbean region are made on
the second half of the year. 75% of total cruise revenues during
the first half is generated in European Cruise Ports.
The Group's operations and main revenue streams are those
described in the last annual financial statements.
4 Revenue (continued)
For the six-month period ending 30 September, revenue comprised
the following:
West Med Central Med East Med Americas Other Consolidated
(USD '000) 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Point in time
Cargo Handling revenues -- -- -- -- -- -- -- -- 4,572 3,789 4,572 3,789
Primary Port operations 20,709 13,502 10,102 6,173 19,979 13,578 20,422 14,043 210 145 71,422 47,441
Ancillary port service 1,896 1,564 513 282 1,616 1,215 389 282 2,927 1,546 7,341 4,889
revenues
Destination service 38 18 735 545 11 1 735 -- -- -- 1,519 564
revenues
Over time
Area Management revenues 1,245 808 3,800 2,737 3,398 2,221 922 401 15 7 9,380 6,174
IFRIC 12 Construction 1,234 -- -- -- -- -- 8,427 54,250 -- -- 9,661 54,250
revenue
Other ancillary revenues 269 255 243 213 276 361 330 66 565 347 1,683 1,242
Total Revenues as reported 25,391 16,147 15,393 9,950 25,280 17,376 31,225 69,042 8,289 5,834 105,578 118,349
in note 3
The following table provides information about receivables,
contract assets and contract liabilities from contracts with
customers:
Period ended Period ended Year ended
Revenue 30 September 2023 30 September 2022 31 March 2023
(USD '000) (USD '000) (USD '000)
Receivables, which are included in 'trade and other receivables' 23,577 18,360 14,380
Contract assets 1 424 411
Contract liabilities (896) (1,125) (896)
22,682 17,659 13,895
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 have been provided to
customers and billed.
The amount of USD1,125 thousand recognised in contract
liabilities at 31 March 2023 has been recognised as revenue during
the period ended 30 September 2023.
The amount of revenue recognised in the period ended 30
September 2023 from performance obligations satisfied (or partially
satisfied) in previous periods is USD1 thousand. This is mainly due
to the nature of operations.
No information is provided about remaining performance
obligations at 30 September 2023 that have an original expected
duration of one year or less, as allowed by IFRS 15. 5. Finance
income and costs
Finance income comprised the following:
Year ended 31 March
Six months ended 30 September Six months ended 30 September 2023
Finance income 2023 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Other foreign exchange gains 8,230 2,063 3,382
Interest income on related 23 180 527
parties
Interest income on banks and 4,931 610 1,587
others
Interest income from housing 24 -- 4
loans
Interest income from debt 13 28 176
instruments
Total 13,221 2,881 5,676
The income from financial instruments within the category
financial assets at amortized costs is USD 4,978 thousand (30
September 2022: USD 790 thousand, 31 March 2023: USD 2,118
thousand). Income from financial instruments within the category
fair value through profit and loss is USD 13 thousand (30 September
2022: USD 28 thousand, 31 March 2023: USD 176 thousand).
Finance costs comprised the following:
Year ended 31 March
Six months ended 30 Six months ended 30 2023
Finance costs September 2023 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Interest expense on loans and borrowings 33,342 16,840 34,740
Foreign exchange losses on other loans 658 598 1,058
and borrowings
Interest expense on lease obligations 2,336 1,733 3,756
Foreign exchange losses on equity 403 365 412
translation (*)
Other foreign exchange losses 390 8,882 1,899
Bank and loan commission expenses 8,176 1,716 3,303
Unwinding of provisions during the year 219 162 333
Letter of guarantee commission expenses 6 7 462
Other interest expenses 2,715 32 1,698
Other costs 15 46 57
Total 48,260 30,381 47,718
(*) 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 35,678 thousand (30
September 2022: USD 18,573 thousand, 31 March 2023: USD 38,496
thousand). 6. Taxation
Income tax expense is recognised based on management's estimate
of the average annual effective income tax rate for each relevant
taxing jurisdiction and applied individually to the interim period
pre-tax income of each jurisdiction.
For the six months ended 30 September 2023, 30 September 2022
and for the year ended 31 March 2023, income tax (credit) / expense
comprised the following:
Year ended
Six months ended 30 September Six months ended 30 September 31 March
2023 2022 2023
(USD '000) (USD '000) (USD '000)
(Audited)
Current income taxes (5,100) (1,209) (1,838)
Deferred tax benefit (6,285) (1,733) 830
In respect of the current year (4,657) (473) (931)
Recognition of previously unrecognized tax (107) (1,260) 1,761
losses
Change in tax rate (1,521) -- --
Total (11,385) (2,942) (1,008) 7. Intangible assets
A summary of the movements in the net book value of intangible
assets for the six months ended on 30 September 2023 and 2022, and
the year ended 31 March 2023 are as follows:
Year ended 31 March
Six months ended 30 September 2023 Six months ended 30 September
2023 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Net book value as at 1 April 509,023 410,971 410,971
Additions 48,981 119,431 63,062
Disposals -- (452) --
Amortization (11,633) (16,523) (7,982)
Currency translation differences (3,538) (4,404) (21,061)
Net book value as at period / 542,833 509,023 444,990
year end
The details of the principal port operation rights as at 30
September 2023, 31 March 2023 and 30 September 2022 are as
follows:
As at 30 September 2023 As at 31 March 2023 As at 30 September 2022
USD '000 Carrying Remaining Carrying Remaining Carrying Remaining
Amount Amortisation Period Amount Amortisation Period Amount Amortisation Period
Creuers del Port de 60,076 81 months 66,217 87 months 63,639 93 months
Barcelona
Cruceros Malaga 8,367 107 months 8,865 113 months 8,163 119 months
Valletta Cruise Port 53,418 518 months 55,366 524 months 49,925 530 months
Port of Adria 12,513 243 months 13,137 249 months 11,994 255 months
Tarragona Cruise 1,627 126 months 671 132 months 442 120 months
Port
Global Ports Canary 5,079 471 months 5,021 477 months -- --
Islands
GPH Alicante 1,140 174 months 1,059 180 months -- --
Ege Ports 45,212 342 months 8,533 120 months 8,943 126 months
Bodrum Cruise Port 2,282 534 months 2,308 540 months 2,334 546 months
Nassau Cruise Port 349,762 287 months 344,080 293 months 295,944 299 months
Cagliari Cruise Port 968 39 months 1,144 45 months 1,156 51 months
Catania Cruise Port 1,183 51 months 1,339 57 months 1,305 63 months 8. Trade and other receivables
As at
As at As at
31 March 2023
30 September 2023 30 September 2022
(USD '000)
(USD '000) (USD '000)
(Audited)
Trade receivables 23,578 14,791 18,784
Deposits and advances given (*) 4,827 4,998 5,048
Other receivables 2,805 3,861 4,116
Total trade and other receivables 31,210 23,650 27,948
(*) 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 15 May 2017 and 15 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 deposit for its portion of 25% in VI, which
in turn has given the full amount of call option as guarantee
letter to VS. 9. 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 since the full year 2019 and until there is a full
recovery from the Covid-19 pandemic.
Dividend distributions made by Valletta Cruise Port to other
shareholders with non-controlling interest, amounting to USD 733
and paid fully, Balearic Handling to other shareholders amounting
to USD 70 (not paid), and Shore Handling to other shareholders
amounting to USD 60 (not paid) (twelve months period ended 31 March
2023: No dividends, 6 months period ended 30 September 2022: No
dividends). 10. Loans and borrowings
Loans and borrowings comprised the following:
As at
As at As at
31 March
30 September 2023 30 September 2022
Current loans and borrowings 2023
(USD '000) (USD '000)
(USD '000)
(Audited)
Current portion of bonds issued (i), (ii) 14,991 17,834 15,940
Current bank loans 18,746 26,170 23,016
Current portion of long-term bank loans 20,341 19,997 37,281
Lease obligations 3,754 2,487 3,937
-- Finance leases 1,345 1,062 1,074
-- Lease obligations recognized under IFRS 16 2,409 1,425 2,863
Total 57,832 66,488 80,174
As at
As at As at
31 March
30 September 2023 30 September 2022
Non-current loans and borrowings 2023
(USD '000) (USD '000)
(USD '000)
(Audited)
Non-current portion of bonds and notes issued (i), (ii) 252,277 242,820 225,070
Non-current bank and other loans (iii) 371,008 303,390 237,378
Lease obligations 58,259 59,744 56,331
-- Finance leases 589 1,026 1,231
-- Lease obligations recognized under IFRS 16 57,670 58,718 55,100
Total 681,544 605,954 518,779
10 Loans and borrowings (continued)
(i) 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.
Nassau Cruise Port has issued two additional tranches of
unsecured notes with a total nominal volume of USD 110 million
pursuant to note purchase agreements dated 24 June 2021,29
September 2021 and 22 November 2021.
Notes have a fixed coupon of 5.29%, 5.42% and 7.50%
respectively, payable semi-annually starting 31 December 2021.
Final maturity of the notes is 31 December 2040 (amortising), 31
December 2031 (bullet repayment) and 31 December 2029,
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.
(ii) At 27 July 2021, the Group entered into a 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 has 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.
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 of Libor 7%, a cash interest
rate of LIBOR +5.25% plus PIK rate of 2%, 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 July 2026. The Group, at
its discretion, will not be required to make any debt service
payments (principal or interest) until calendar 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).
At 23 March 2023, the up-front concession fee payment amounting
to USD38.9m has been financed by partial utilization of the USD 75
million growth facility provided by Sixth Street, previously
announced on 24 May 2021 and approved by shareholders on 9 June
2021. As part of the additional draw down with Sixth Street, GPH
has issued further warrants to Sixth Street representing an
additional 2.0% of GPH's fully diluted share capital (in addition
to warrants issued at financial closing in July 2021 equivalent of
9.0% of GPH's fully diluted share capital).
In accordance with the Facility Agreement the reference rate for
determination of interest will change from LIBOR to adjusted SOFR
for interest periods after 30 June 2023. The SSP Facility agreement
includes a detailed formula which determines a premium over the
3-month term SOFR which is intended to neutralize any difference
between LIBOR and Term SOFR. There should be no material difference
in interest cost between the current interest payment with LIBOR
and that under SOFR. This loan was fully paid as of 29 September
2023 through Notes explained (iii).
(iii) The Group has issued USD 330 million of secured private
placement notes to insurance companies and long-term asset managers
at a fixed coupon of 7.87%. The Notes have received an investment
grade credit rating from two rating agencies and will fully
amortize over 17 years, with a weighted average maturity of c13
years. The majority of the proceeds have been used to repay in full
the outstanding senior secured loan from Sixth Street referred to
above under (ii), including early repayment fees and accrued
interest. 11. Provisions
For the period ended 30 September 2023, the movements of the
provisions are stated below:
Replacement Nassau Ancillary Italian Ports Unused
provisions for contribution Concession fee vacations Legal Other Total
Creuers (*) provision (**) provision (***)
Balance at 1 8,726 12,566 569 351 351 338 22,901
April 2023
Provisions 571 126 -- 176 5 5 883
created
Paid in cash -- -- (152) -- (49) (110) (311)
Unwinding of 210 -- 10 -- -- -- 220
provisions
Currency
translation (230) -- (11) (118) (13) (48) (420)
difference
Balance at 30 9,277 12,692 416 409 294 185 23,273
September 2023
Non-current 9,277 2 280 -- -- 11 9,570
Current -- 12,690 136 409 294 174 13,703
9,277 12,692 416 409 294 185 23,273
(*) 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 into 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 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. 12. 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.
The Group introduced share-based payments as part of its
long-term incentive plan to directors and senior management in
2019. 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 fully-diluted 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, of which additional warrants representing 2.0% of the
Company's fully-diluted share capital have been issued in
connection of the partial drawdown from the USD 75 million growth
facility in March 2023. 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.
In July 2023 the Company issued 5,144,445 new ordinary shares at
206.5358 pence per share to Global Yatirim Holding ("GIH"), in
satisfaction of the same amount (USD 13,809,469) of a shareholder
loan owed by the Company to GIH ("GIH Share Issuance"). The total
number of new ordinary shares is approximately 8.2 per cent. of the
current issued share capital of the Company, and the total issued
share capital after the debt-to-equity conversion is 68,038,008
ordinary shares (inclusive of an additional 66,600 shares to be
issued under the Company's long term incentive plan).
The GIH Share Issuance constitutes an 'Adjustment Event' for the
purposes of the warrant instrument with Sixth Street,
Accordingly, the aggregate warrant holdings will continue to
entitle the Sixth Street to receive ordinary shares representing
11.0% of the Company's fully-diluted share capital.
12 Earnings / (Loss) per share (continued)
Earnings per share is calculated by dividing the loss
attributable to ordinary shareholders, by the weighted average
number of shares outstanding.
Six months Six months Year ended
ended ended
31 March
30 September 30 September
2023 2022 2023
(USD '000) (USD '000) (USD '000)
(Audited)
Loss attributable to owners of the Company (11,376) (16,564) (24,998)
Weighted average number of shares 64,051,416 62,826,963 62,826,963
Basic and diluted earnings / (loss) per share with par value of GBP 0.01 (17.8) (26.4) (39.8)
(cents per share) 13. 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.
As of 13 July 2023, the Company entered into a subscription
agreement with its ultimate parent company Global GIH to issue
5,144,445 new shares of GBP0.01 each in the capital of the Company
at 206.5358 pence per ordinary share (the "Issue Price") to GIH, in
satisfaction of the same amount of the Company's debt owed to GIH
under a facility agreement between the Company and GIH. The GIH
Share Issuance involves the release of USD 13,809,469, out of the
total amount owed by Company to GIH under this facility agreement
for the new ordinary Shares at the Issue Price.
As of 18 August 2023, the Company issued 66,600 new ordinary
shares of GBP0.01 each in the capital of the Company at an issue
price equal to nominal value under the Company's Long Term
Incentive Plan ("LTIP").
The details of paid-up share capital as of 30 September 2023,
and 31 March 2023 are as follows:
Number of shares Share capital Share Premium
'000 USD'000 USD'000
Balance at 1 April 2022 62,827 811 --
Balance at 31 March 2013 62,827 811 --
Issuance of new shares per subscription agreement 5,144 66 13,743
Issuance of new shared per LTIP 67 1 --
Balance at 30 September 2023 68,038 878 13,743
b) Share premium
As of 13 July 2023, the Company issued 5,144,445 new shares each
GBP0.01 totalling GBP 51,444.45 (USD 66,444) for a payable amount
of USD 13,809 thousand. Balance amounting USD 13,743 thousand from
this transaction was booked as share premium. 14. Commitment and
contingencies
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 30 September 2023
is USD 294 thousand (31 March 2023: USD 351 thousand, 31 September
2022: USD 430 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 was 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.
The GIH Share Issuance dated 13 July 2023 constitutes an
'Adjustment Event' for the purposes of the warrant instrument dated
14 May 2021 (refer to note 10 (ii)) entered into by the Company as
part of a five-year, senior-secured loan arrangement with
investment funds managed by global investment firm Sixth Street,
pursuant to which the Company agreed to issue warrants to Sixth
Street carrying the right to subscribe for shares in the Company
representing 11.0% of the fully diluted share capital .
Accordingly, the aggregate warrant holdings under the warrant
instrument will continue to entitle the Sixth Street to receive
ordinary shares representing 11.0% of the fully-diluted share
capital. 15. 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 year ended 31 March
2023.
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 2023 30 September 2022
Current receivables from related parties 2023
(USD '000) (USD '000)
(USD '000)
(Audited)
Straton Maden (*) 63 64 64
Global Menkul -- -- 35
Lisbon Cruise Terminals lda 31 21 21
Adonia Shipping (*) 14 11 11
Other Global Yatirim Holding Subsidiaries 259 239 242
Total 367 335 373
15 Related parties (continued)
As at
As at As at
31 March
30 September 2023 30 September 2022
Non-current receivables from related parties 2023
(USD '000) (USD '000)
(USD '000)
(Audited)
Goulette Cruise Holding (**) 9,445 9,553 8,182
Total 9,445 9,553 8,182
(*) These amounts are payments in advance for contracted work.
These have an interest rate charged of 37.50% p.a. as at 30
September 2022 (31 March 2023: 11.75%, 30 September 2022:
17.50%).
(**) 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 2022: 8%, 30 September 2021: 8%) is accruing and
paid at maturity.
Due to related parties
Current payables to related parties comprised the following:
As at
As at As at
31 March
30 September 2023 30 September 2022
2023
Current payables to related parties (USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Mehmet Kutman 2,083 1,395 761
Global Sigorta (*) -- 64 --
Global Yatirim Holding 4,923 2,756 612
Aysegül Bensel 940 690 440
Other Global Yatirim Holding Subsidiaries -- 2 31
Total current payables 7,946 4,907 1,844
Global Yatirim Holding (**) 14,123 24,923 8,872
Total non-current payables 14,123 24,923 8,872
(*) These amounts are related to professional services provided.
These have an interest rate of 37.50% p.a. as at 30 September 2023
(31 March 2023: 11.75%, 30 September 2022: 9.00%).
(**) This amount is mostly given for financing requirements of
subsidiaries and project expenses with an interest applied of 7.5%
to 9.0%.
Transactions with related parties
Transactions with other related parties comprised the following
for the following periods:
Six months ended Six months ended Year ended
(USD '000) 30 September 2023 30 September 2022 31 March 2023
(Audited)
Interest Interest Interest
Other Other Other
Received Received Received
Global Yatirim Holding 165 22 -- -- 179 47
Goulette Cruise Holding 169 -- 171 -- 348 --
Total 334 22 171 -- 527 47
USD '000
Project Interest Project Project Interest
Other
Expenses Expenses Expenses Expenses Expenses
Global Yatirim Holding 3,748 1,985 887 -- 4,163 1,545
Total 3,748 1,985 887 -- 4,163 1,545 16. 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.
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 2023 As at 31 March 2023 As at 30 September 2022
Note
(Audited)
(USD '000) Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value
Financial assets
Loans and receivables 34,837 34,837 27,365 27,365 40,897 40,897
Other financial assets 64 64 65 65 51 51
Financial liabilities
Loans and borrowings 10 674,509 674,509 610,211 610,211 538,685 538,685
Lease obligations 62,013 62,013 62,231 62,231 60,268 60,268
The Group's lease obligations fair value has been obtained using
the discounted cash flow model.
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 2023 Derivative financial liabilities -- -- -- --
As at 31 March 2023
Derivative financial liabilities -- (45) -- (45)
(Audited)
As at 30 September 2022 Derivative financial liabilities -- (16) -- (16)
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. 17. Events after the reporting date
The Group purchased from the minority shareholder its 38%
holding in Barcelona Port Investments S.L. (BPI), taking GPH's
holding in BPI to 100%. As a result of this transaction, GPH's
indirect holding in Creuers De Port de Barcelona S.A (Creuers) has
increased to 100%, which increases GPH's interest in both Barcelona
Cruise Port and Malaga Cruise Port to 100% from 62%. In addition,
GPH's effective interest in SATS-Creuers Cruise Services PTE. LTD
(Singapore Cruise Port) rises to 40% from 24.8% and the effective
interest in Lisbon Cruise Port LD (Lisbon Cruise Port) rises from
46.2% to 50%.
-----------------------------------------------------------------------------------------------------------------------
Dissemination of a Regulatory Announcement, transmitted by EQS
Group. The issuer is solely responsible for the content of this
announcement.
-----------------------------------------------------------------------------------------------------------------------
ISIN: GB00BD2ZT390
Category Code: IR
TIDM: GPH
LEI Code: 213800BMNG6351VR5X06
Sequence No.: 292700
EQS News ID: 1799493
End of Announcement EQS News Service
=------------------------------------------------------------------------------------
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December 19, 2023 02:02 ET (07:02 GMT)
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