TIDMOCN

RNS Number : 3601I

Ocean Wilsons Holdings Ltd

12 August 2021

Interim Statement

Highlights

 
 --   Solid first half performance for both Ocean Wilsons Investments Limited 
       ("OWIL" or "investment portfolio") and Wilson Sons Limited. OWIL's net 
       return for the six months ended 30 June 2021 was 9.0%, outperforming 
       the benchmark by 3.3%. Operational indicators from Wilson Sons are on 
       a positive trajectory as the Brazilian market starts its rebound from 
       the impact of Covid-19 on imports and exports. 
 --   Operating profit for the period was 83.0% higher than the comparable 
       period at US$50.7 million (2020: US$27.7 million). 
 --   OWIL returned US$29.5 million for the period (2020: US$13.8 million 
       loss); assets and cash under management was US$25.0 million higher at 
       US$335.9 million compared to 31 December 2020 (US$310.9 million). 
 --   Net profit after tax for the period was US$51.8 million (2020: US$18.4 
       million loss). 
 --   Net cash inflow from operating activities for the period of US$41.6 
       million (2020: US$68.5 million). 
 --   Dividends paid to shareholders in the period of US$24.8 million (2020: 
       US$10.6 million). 
 

About Ocean Wilsons Holdings Limited

Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda investment holding company which, through its subsidiaries, operates a maritime services company in Brazil and holds a portfolio of international investments. The Company is listed on both the London Stock Exchange and the Bermuda Stock Exchange. It has two principal subsidiaries: Wilson Sons Limited ("Wilson Sons") and Ocean Wilsons (Investments) Limited (together with the Company and their subsidiaries, the "Group").

At 30 June 2021 Ocean Wilsons holds a 57% interest in Wilson Sons which is fully consolidated in the Group accounts with a 43% non-controlling interest. Wilson Sons is one of the largest providers of maritime services in Brazil with over three thousand employees and activities including towage, container terminals, offshore oil and gas support services, small vessel construction, logistics and ship agency.

Objective

Ocean Wilsons focuses on long-term performance and value creation. This approach applies to both OWIL and our investment in Wilson Sons. The long-term strategy, managed by the Board, enables Wilson Sons' investments to grow and develop sustainable results with less pressure to produce short-term performance at the expense of longer-term value creation. This same view allows the Investment Manager of OWIL to make investment decisions to achieve long-term capital growth.

Chairman's Statement

The Group has delivered a strong financial performance with its returns on the investment portfolio and has demonstrated both operational and financial resilience with its direct investment in Wilson Sons. Against the backdrop of continuing challenges and the recovery from the impacts of Covid-19 on our investments, the Board is pleased with the Investment Manager's performance and with the Management team of Wilson Sons continued focus on growth and innovation and their commitment to ensuring the welfare of our employees and on continuity of services to our customers

We continue to drive strategies that we consider will improve the current trading discount of our stock and improve market valuations of our investment in Wilson Sons to match its industry peers in Brazil. As such, in May of this year, we announced that Wilson Sons would undertake a corporate restructuring that includes the reverse merger of the Bermuda-registered Wilson Sons , into its Brazilian subsidiary, Wilson Sons Holdings Brasil (WS S/A), and the listing of its shares on the Novo Mercado, with former shareholders and holders of Wilson Sons BDRs receiving shares of WS S/A on a 1:1 basis . Since Wilson Sons' announcement of this restructuring, Wilson Sons' share price has increased 25% as at 31 July 2021

COVID-19

Wilson Sons provides port and maritime logistics services which is classified as essential activities by the Brazilian government limiting the negative effects of COVID-19 on the company's results up to this time. The company does not predict any material impact on its long-term performance as the global economy is expected to gradually recover in the coming years.

Regarding the progress of vaccination, government authorities prioritized the vaccination of port workers throughout the country. As such, we expect to have more than 90% of employees vaccinated by September 2021.

Environmental, Social and Governance Practices ("ESG")

The Group continues to evolve and seek improvements in its ESG practices. In 2021 Wilson Sons is participating in the S&P ESG Corporate Sustainability Assessment with results to be disclosed at year end.

In response to the Covid-19 pandemic, Wilson Sons has developed a detailed set of working practices and protocols to ensure (i) the health, safety and well-being of our employees, clients and other stakeholders and (ii) the continuity of all our operations safely, in line with best practice, as well as health authority rules and guidance.

Workplace safety improvement reflects our relentless commitment to safety, with a reduction of 83% in lost-time injuries per one million man-hours worked between 2011 and the first half of 2021.

Wilson Sons continues to monitor its performance through various environmental and other social responsibility indicators with a number of actions and results disclosed in the Integrated Annual Report and the Bloomberg ESG Survey published on the company's investor relations website ( wilsonsons.com.br/ir ).

OWIL Report

Market backdrop

The past six months proved to be another positive one for stock markets. Risk assets generally continued their upward march with world equities rising by 12.3% in US dollar terms. Confounding many commentators who had expected 2021 to be less good for US equities given the market's bias towards technology and growth stocks, the US market continued to outperform and returned just under 15% for the first half of the year. Elsewhere, Europe returned 11.8% year-to-date and emerging markets a more modest 7.4% albeit with significant variation at the country level with China barely positive for the year (+1.8%) compared to +10% and +19.7% for Brazil and Russia respectively.

Bonds had a more difficult period with global treasuries down 4.6%, investment grade bonds down 1.7% while high yield bonds were up 2.1%. Similarly, US treasuries declined by 2.6% and emerging market bonds were down 1% in USD terms. Rounding-off the picture commodities delivered mixed returns with energy continuing its strong run (up 28.7% year-to-date) and industrial metals lagged although was positive while gold declined 6.8% in the first half of the year.

Portfolio commentary

While most economies started the period in lockdown, equity markets chose to look through this predicting a wave of activity as economies reopened and vaccination rates crept up. This was initially expressed by a swing towards more cyclical names further boosted by higher oil prices. However, towards the end of the period the uncertainty, and delay in some cases, of the reopening process gave markets the jitters leading to a move back to higher quality, growth stocks which led to strong performance for our active managers later in the period. The investment portfolio was up 9.5% in the first half of the year, whilst its benchmark, the US CPI Urban Consumers NSA + 3%, returned 5.7% over the same period. The MSCI ACWI gained 12.3% while the Bloomberg Barclays Global Treasury index fell by 4.5%.

Cumulative Portfolio Returns

 
 
                                     3 Years  5 Years 
Performance (Time-weighted)     YTD     p.a.     p.a. 
----------------------------  -----  -------  ------- 
OWIL (net)                     9.0%     8.8%     9.1% 
Performance Benchmark*         5.7%     5.5%     5.4% 
MSCI ACWI + FM                12.3%    14.5%    14.6% 
MSCI Emerging Markets          7.4%    11.3%    13.9% 
----------------------------  -----  -------  ------- 
 

*Notes:

The OWIL Performance Benchmark which came into effect on 1 January 2015 is US CPI Urban Consumers NSA +3% p.a. This has been combined with the old benchmark (USD 12 Month LIBOR +2%) for periods prior to the adoption of the new benchmark.

Investment Portfolio at 30 June 2021

 
                                        Market Value 
                                              US$000      %                          Primary Focus 
--------------------------------------  ------------  -----  ------------------------------------- 
Findlay Park American Fund                    35,390   10.5                US Equities - Long Only 
Adelphi European Select Equity Fund           18,216    5.4            Europe Equities - Long Only 
BlackRock European Hedge Fund                 15,887    4.7                Europe Equities - Hedge 
GAM Star Fund PLC - Disruptive Growth         15,843    4.7        Technology Equities - Long Only 
Egerton Long - Short Fund Limited             15,522    4.6             Europe/US Equities - Hedge 
Select Equity Offshore, Ltd                   13,251    3.9                US Equities - Long Only 
Vulcan Value Equity Fund                      13,197    3.9                US Equities - Long Only 
Schroder ISF Asian Total Return Fund          10,202    3.0     Asia ex-Japan Equities - Long Only 
Greenspring Global Partners VI, LP             7,987    2.4    Private Assets - US Venture Capital 
Goodhart Partners: Hanjo Fund                  7,924    2.4             Japan Equities - Long Only 
Top 10 Holdings                              153,419   45.7 
--------------------------------------  ------------  -----  ------------------------------------- 
NG Capital Partners II, LP                     7,027    2.1         Private Assets - Latin America 
NTAsian Discovery Fund                         6,923    2.1     Asia ex-Japan Equities - Long Only 
Pangaea II, LP                                 6,405    1.9                   Private Assets - GEM 
Hudson Bay International Fund Ltd              6,159    1.8        Market Neutral - Multi-Strategy 
Pershing Square Holdings Ltd                   6,055    1.8                US Equities - Long Only 
Silver Lake Partners IV, LP                    5,479    1.6     Private Assets - Global Technology 
Impax Environmental Markets Fund               5,448    1.6     Environmental Equities - Long Only 
Prince Street Opportunities Fund               5,357    1.6  Emerging Markets Equities - Long Only 
Indus Japan Long Only Fund                     5,345    1.6             Japan Equities - Long Only 
KKR Americas XII, LP                           5,326    1.6         Private Assets - North America 
Top 20 Holdings                              212,943   63.4 
--------------------------------------  ------------  -----  ------------------------------------- 
Remaining Holdings                           121,300   36.1 
--------------------------------------  ------------  -----  ------------------------------------- 
Cash                                           1,670    0.5 
--------------------------------------  ------------  -----  ------------------------------------- 
TOTAL                                        335,913  100.0 
--------------------------------------  ------------  -----  ------------------------------------- 
 

Wilson Sons Report

The Wilson Sons second quarter 2021 earnings report released on 12 August 2021 is available on the Wilson Sons website: www.wilsonsons.com.br

In the report, Fernando Salek, CEO of Operations in Brazil said:

"Wilson Sons 2Q21 EBITDA of US$41.1 million increased 11.4% against 2Q20 (US$36.9 million) with strong operating results. In BRL terms EBITDA grew 9.8%.

Robust container terminal results were driven by import and transshipment volumes in 2Q21 with a growing domestic economic activity in the quarter, although the lack of availability of empty containers and logistic bottlenecks continues to be a challenge for export volumes. The Salvador terminal had an all-time record first half, handling 184,000 TEUs. The Rio Grande terminal total volumes grew 10.8% against 2Q20 with an emphasis on the largest simultaneous transshipment operation in terminal history, with 13,580 TEUs and two 300 metre long vessels.

Towage results continued solidly driven by commodity volumes with chemicals and oil performing well. Oil and gas services demand remains challenging, with oversupply for offshore supply vessels.

Despite the complications of the Covid-19 pandemic in Brazil, the company delivered robust growth in the quarter driven by the container terminals and towage volumes. Health and safety continue to be fundamental for our business in these difficult times and we are closely monitoring the evolution of the pandemic in the country."

Group Results

Revenue

Revenue increased by 8.4% compared to the first half of the prior year to US$188.9 million (2020: US$174.2 million). In Brazilian Real ("BRL") terms, revenues rose 19.1%. Revenues were up for all lines of business compared to the first half of the prior year, save for offshore support bases. Container terminals had increased import volumes and higher storage revenue with a 2.8% increase in revenues to US$69.3 million (2020: US$67.4 million). Logistics revenues increased 8.4% as airport imports increased correlating with the increases experienced at shipping ports. Towage revenues for the first half of the year were US$92.9 million, an increase of 12.9% (2020: US$82.3 million) as a result of both increased volumes and improving revenue per manoeuvre. Shipping agency and shipyard services both improved with the increased activity across the business lines. Offshore support bases continue to struggle with a market backdrop of the pressured oil and gas sectors.

 
Operating volumes (to 30 June)                              2021    2020  % Change 
--------------------------------------------------------  ------  ------  -------- 
Container Terminals (container movements in TEU '000s)*    538.6   484.0     11.3% 
Towage (number of harbour manoeuvres performed)           29,957  25,175      7.1% 
Offshore Vessels (days in operation)                       2,573   2,553      0.8% 
--------------------------------------------------------  ------  ------  -------- 
 
   *          TEUs stands for "twenty-foot equivalent units". 

Operating profit

Operating profit was US$23.0 million better than the comparative period at US$50.7 million (2020: US$27.7 million). This favourable result is primarily driven by higher revenues and a stronger USD/BRL exchange rate for the period. Raw materials and consumables increased US$2.1 million over the prior period as economic activity is climbing to pre-pandemic levels. Employee costs decreased US$3.5 million over the prior period; however, these costs continue to climb quarterly as the workforce resumes activity with increased overtime costs as we continue to take measures to protect our employees during the pandemic by managing work crew scheduling. Other operating expenses increased 17.6% during the first half of the year as Wilson Sons had to rent tugs to manage demand while their own vessels were dry-docked for repairs and maintenance. Additionally, based on the performance of OWIL in the first half of the year, operating expenses include a US$1.2 million performance fee accrual. The depreciation and amortisation expense at US$25.3 million was US$0.5 million lower than the comparative period (2020: US$25.8million). Foreign currency exchange gains were US$2.3 million, a US$14.0 million improvement on the prior period loss (2020: US$11.7 million loss), arose from the Group's foreign currency monetary items and reflect the movement of the BRL against the USD during the period.

Share of results of joint ventures

The share of results of joint ventures is Wilson Sons' 50% share of the net results for the period from our offshore support vessel joint venture. The net loss attributable to Wilson Sons for the period was US$0.8 million (2020: US$5.2 million loss) principally due to improved foreign exchange gains and tax credits associate with previous losses.

Returns on the investment portfolio at fair value through profit and loss

The gain for the period on the investment portfolio of US$29.5 million (2020: US$13.8 million loss) comprises unrealised gains on financial assets at fair value through profit and loss of US$23.4 million (2020: US$18.3 million loss), investment income of US$1.2 million (2020: US$1.5 million) and realised profits on the disposal of financial assets at fair value through profit and loss of US$5.0 million (2020: US$3.0 million).

Finance costs

Finance costs for the period were US$3.2 million more than the comparative period at US$14.6 million (2020: US$11.4 million) which was driven by interest on bank loans and overdrafts which were US$3.2 million higher than the prior year at US$7.8 million (2020: US$4.6 million).

Exchange rates

The Group reports in USD and has revenue, costs, assets and liabilities in both BRL and USD. Therefore, movements in the USD/BRL exchange rate can impact the Group both positively and negatively from period to period. In the six months to 30 June 2021 the BRL depreciated 3.8% against the USD from R$5.00 at 1 January 2020 to R$5.20 at the period end. In the comparative period in 2020 the BRL depreciated 26.5% against the USD from R$4.03 to R$5.48.

The principal effects from the movement of the BRL against the USD on the income statement are:

 
                                                          2021         2020 
                                                   US$ million  US$ million 
-------------------------------------------------  -----------  ----------- 
Exchange gain/(loss) on monetary items(1)                  2.3       (11.7) 
Deferred tax on retranslation of fixed assets(2)           6.6       (21.2) 
Deferred tax on exchange variance on loans(3)            (3.7)         19.6 
-------------------------------------------------  -----------  ----------- 
Total                                                      5.2       (13.3) 
-------------------------------------------------  -----------  ----------- 
 
 
 1.   This arises from the translation of BRL denominated monetary items in 
       USD functional currency entities. 
 2.   The Group's fixed assets are located in Brazil and therefore future 
       tax deductions from depreciation used in the Group's tax calculations 
       are denominated in BRL. When the BRL depreciates against the US Dollar 
       the future tax deduction in BRL terms remain unchanged but are reduced 
       in US Dollar terms and vice versa. 
 3.   Deferred tax credit arising from the exchange losses on USD denominated 
       borrowings in Brazil. 
 

The average USD/BRL exchange rate in the period at R$5.39 was 9.6% higher (2020: R$4.92) than the comparative period in 2020. A higher average exchange rate negatively impacts BRL denominated revenues and benefits BRL denominated costs when converted into our reporting currency.

Profit/(Loss) before tax

Profit before tax increased US$68.0 million to US$66.2 million compared with prior year (2020: US$1.8 million loss) with this sharp increase mainly attributable to the improvement in operating profit of US$23.0 million and the results of improved stock market conditions as the investment portfolio produced returns of US$29.5 million. Additionally, losses from the share of results of joint ventures were US$0.8 million (2020: US$5.2 million loss) which was offset by increased finance costs of US$3.2 million at US$14.6 million (2020: US$11.4 million).

Taxation

The corporate tax rate prevailing in Brazil is 34%. The Group recorded an income tax expense for the period of US$14.4 million (2020:US$16.6 million). The principal net expenses not included in determining taxable profit in Brazil are foreign exchange losses on monetary items, share of results of joint ventures and deferred tax items. These are mainly deferred tax credits arising on the retranslation of BRL denominated fixed assets in Brazil and the deferred tax charge on the exchange losses on USD denominated borrowings.

Profit/(Loss) for the period

After deducting the profit attributable to non-controlling interests of US$12.3 million (2020: US$0.6 million loss), the profit attributable to equity holders of the Company is US$39.5 million (2020: US$17.8 million loss). The earnings per share for the period was US 111.7 cents (2020: US 50.2 cents loss per share).

Investment portfolio performance

As markets continue to improve while the global economy navigates its way through the pandemic recovery, the investment portfolio and cash under management was US$25.0 million higher at US$335.9 million as at 30 June 2021 (31 December 2020: US$310.9 million), after paying dividends of US$2.5 million to the parent company, deducting management and other fees of US$1.4 million and accruing US$1.2 million in performance fees year based on current performance.

Cash flow and debt

Net cash inflow from operating activities for the period was US$41.6 million (2020: US$68.5 million). Dividends of US$24.8 million were paid to shareholders in the period (2020: US$10.6 million) with a further US$14.9 million paid to non-controlling interests in our subsidiaries (2020: US$6.4 million). At 30 June 2021, the Group had cash and cash equivalents of US$55.6 million (31 December 2020: US$63.3 million). Group borrowings including lease liabilities at the period end were US$518.8 million (31 December 2020: US$500.6 million). New loans were raised in the period of US$8.0 million (2020: US$47.2 million) while capital repayments on existing loans in the period of US$41.1 million (2020: US$20.5 million) were made. The Group's reported borrowings do not include the Company's 50% share of our offshore vessel joint venture's debt being US$209.9 million.

Balance sheet

Equity attributable to shareholders at the balance sheet date was US$20.5 million higher at US$576.3 million compared with US$555.8 million at 31 December 2020. The main movements in equity for the half year was the profit for the period of US$39.5 million, dividends paid of US$24.8 million and a positive currency translation adjustment of US$2.7 million. The currency translation adjustment arises from exchange differences on the translation of operations with a functional currency other than USD.

Other matters

Principal risks

The Board reported on the principal risks and uncertainties faced by the Company in the Annual Report and Financial Statements for the year ended 31 December 2020. A detailed explanation can be found in the Report of Directors on pages 30 to 33 of the Annual Report and Financial Statements which are available on the website at www. oceanwilsons.bm.

Related party transactions

Related party transactions during the period are set out in note 19.

Going concern

The Group closely monitors and manages its liquidity risk. The Group has considerable financial resources including US$55.6 million in cash and cash equivalents and the majority of the Group's borrowings have a long maturity profile. The Group's business activities together with the factors likely to affect its future development and performance are set out in the Chairman's statement and Investment Manager's report. The financial position, cash flows and borrowings of the Group are also set out in the Chairman's statement. Details of the Group's borrowings are set out in note 15 to the accounts. Based on the Group's cash forecasts and sensitivities run, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operation for the foreseeable future.

The Group manages its liquidity risk and does so in a manner that reflects its structure and two distinct businesses, being the parent company along with OWIL and Wilson Sons.

OWIL

The parent company and OWIL have combined cash and cash equivalents of US$2.1 million. They have no debts but have made commitments in respect of investment subscriptions amounting to US$38.0 million, details are provided in note 18. The timing of the investment commitments may be accelerated or delayed in comparison with those indicated in note 18.

However, highly liquid investments held are significantly in excess of the commitments. Neither Ocean Wilsons nor OWIL have made any commitments or have obligations towards Wilsons Sons and its subsidiaries and their creditors or lenders. Therefore, in the unlikely circumstance that Wilsons Sons was to encounter financial difficulty, the parent company and its subsidiary have no obligations to provide support and have sufficient cash and other liquid resources to continue as a going concern on a standalone basis.

Wilson Sons

Wilson Sons has cash and cash equivalents of US$53.5 million. All of the debt, as set out in note 15, and all of the lease liabilities, as set out in note 11, relate to Wilson Sons, and generally have a long maturity profile. The debt held by Wilson Sons is subject to covenant compliance tests as summarised in note 15, which were in compliance with at 30 June 2021.

Wilson Sons has adequate cash, other liquid resources and undrawn credit facilities to enable it to meet its obligations as they fall due in order to continue its operations.

Based on the Board's review of Wilson Sons' going concern assessment and the liquidity and cash flow reviews of the Company and its subsidiary OWIL, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the Interim report and accounts.

Responsibility statement

The Directors confirm that this condensed interim financial information has been prepared in accordance with IAS 34 and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

 
 --   an indication of important events that have occurred during the first 
       six months and their impact on the condensed set of financial statements 
       and a description of the principal risks and uncertainties for the remaining 
       six months of the financial year; and 
 --   material related party transactions in the first six months and any 
       material changes in the related party transactions described in the 
       last Annual Report. 
 

J F Gouvêa Vieira

Chairman

11 August 2021

Condensed Consolidated Interim Statement of Profit or Loss and Other Comprehensive Income

for the six months ended 30 June 2021

 
                                                                                              Unaudited      Unaudited 
                                                                                          six months to  six months to 
                                                                                                30 June        30 June 
                                                                                                   2021           2020 
                                                                                   Notes        US$'000        US$'000 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Revenue                                                                                3        188,877        174,211 
Raw materials and consumables used                                                             (11,216)        (9,163) 
Employee benefits expense                                                              5       (53,369)       (56,868) 
Depreciation and amortisation expense                                                          (25,270)       (25,842) 
Amortisation of right-of-use assets                                                             (5,982)        (5,312) 
Other operating expenses                                                                       (44,677)       (37,982) 
Gain on disposal of property, plant and equipment                                                     2            295 
Foreign exchange gains/(losses) on monetary items                                                 2,315       (11,657) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Operating profit                                                                                 50,680         27,682 
Share of results of joint ventures                                                    16          (749)        (5,212) 
Returns on investment portfolio at fair value through profit and loss                  6         29,548       (13,761) 
Other investment income                                                                           1,307            923 
Finance costs                                                                          7       (14,584)       (11,413) 
Profit/(loss) before tax                                                                         66,202        (1,781) 
Income tax expense                                                                     8       (14,424)       (16,572) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Profit/(loss) for the period                                                                     51,778       (18,353) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Other comprehensive income: items that may be reclassified subsequently to profit 
and loss 
Exchange differences arising on translation of foreign operations                                 4,804       (59,471) 
Effective portion of changes in fair value of derivatives                                           106          (156) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Other comprehensive income/(loss) for the period                                                  4,910       (59,627) 
Total comprehensive income/(loss) for the period                                                 56,688       (77,980) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Profit/(loss) for the period attributable to: 
Equity holders of the Company                                                                    39,516       (17,766) 
Non-controlling interests                                                                        12,262          (587) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
                                                                                                 51,778       (18,353) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Total comprehensive income/(loss) for the period attributable to: 
Equity holders of the Company                                                                    42,284       (52,173) 
Non-controlling interests                                                                        14,404       (25,807) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
                                                                                                 56,688       (77,980) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Earnings per share 
Basic and diluted                                                                     10         111.7c        (50.2c) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
 

Condensed Consolidated Interim Statement of Financial Position

as at 30 June 2021

 
                                                                Unaudited      Audited 
                                                                    as at        as at 
                                                                  30 June  31 December 
                                                                     2021         2020 
                                                         Notes    US$'000      US$'000 
-------------------------------------------------------  -----  ---------  ----------- 
Non-current assets 
Goodwill                                                           13,518       13,429 
Right-of-use assets                                         11    192,922      149,278 
Other intangible assets                                            16,190       16,967 
Property, plant and equipment                               12    579,229      579,138 
Deferred tax assets                                                23,366       29,716 
Investment in joint ventures                                16     25,774       26,185 
Related party loans                                                30,634       30,460 
Recoverable taxes                                                   6,170       11,006 
Other non-current assets                                            4,749        4,905 
Other trade receivables                                     14     11,278            9 
-------------------------------------------------------  -----  ---------  ----------- 
                                                                  903,830      861,093 
-------------------------------------------------------  -----  ---------  ----------- 
Current assets 
Inventories                                                        12,658       11,764 
Financial assets at fair value through profit and loss      13    334,243      347,464 
Trade and other receivables                                 14     61,793       47,807 
Recoverable taxes                                                  27,036       22,479 
Cash and cash equivalents                                          55,616       63,255 
-------------------------------------------------------  -----  ---------  ----------- 
                                                                  491,346      492,769 
-------------------------------------------------------  -----  ---------  ----------- 
Total assets                                                    1,395,176    1,353,862 
-------------------------------------------------------  -----  ---------  ----------- 
Current liabilities 
Trade and other payables                                         (52,823)     (47,298) 
Tax liabilities                                                     (878)        (114) 
Lease liabilities                                           11   (23,725)     (18,192) 
Bank overdrafts and loans                                   15   (44,514)     (58,672) 
-------------------------------------------------------  -----  ---------  ----------- 
                                                                (121,940)    (124,276) 
-------------------------------------------------------  -----  ---------  ----------- 
Net current assets                                                369,406      368,493 
-------------------------------------------------------  -----  ---------  ----------- 
Non-current liabilities 
Bank loans                                                  15  (269,387)    (283,989) 
Post-employment benefits                                          (1,739)      (1,641) 
Deferred tax liabilities                                         (43,761)     (50,987) 
Provisions for tax, labour and civil cases                        (9,508)      (9,560) 
Lease liabilities                                           11  (181,150)    (139,702) 
-------------------------------------------------------  -----  ---------  ----------- 
                                                                (505,545)    (485,879) 
-------------------------------------------------------  -----  ---------  ----------- 
Total liabilities                                               (627,485)    (610,155) 
-------------------------------------------------------  -----  ---------  ----------- 
Net assets                                                        767,691      743,707 
-------------------------------------------------------  -----  ---------  ----------- 
Capital and reserves 
Share capital                                                      11,390       11,390 
Retained earnings                                                 621,783      603,996 
Capital reserves                                                   31,991       31,991 
Translation and hedging reserve                                  (88,827)     (91,595) 
-------------------------------------------------------  -----  ---------  ----------- 
Equity attributable to equity holders of the Company              576,337      555,782 
Non-controlling interests                                         191,354      187,925 
-------------------------------------------------------  -----  ---------  ----------- 
Total equity                                                      767,691      743,707 
-------------------------------------------------------  -----  ---------  ----------- 
 

Condensed Consolidated Statement of Changes in Equity

as at 30 June 2021

 
                                                                          Hedging  Attributable 
                                                                              and     to equity         Non- 
                                           Share  Retained   Capital  Translation    holders of  controlling     Total 
For the six months ended 30 June 2020 
(unaudited)                              capital  earnings  reserves      reserve   the Company    interests    equity 
                                         US$'000   US$'000   US$'000      US$'000       US$'000      US$'000   US$'000 
---------------------------------------  -------  --------  --------  -----------  ------------  -----------  -------- 
Balance at 1 January 2020                 11,390   588,160    31,991     (61,748)       569,793      216,067   785,860 
---------------------------------------  -------  --------  --------  -----------  ------------  -----------  -------- 
Currency translation adjustment                -         -         -     (34,317)      (34,317)     (25,154)  (59,471) 
Effective portion of changes in fair 
 value of derivatives                          -         -         -         (90)          (90)         (66)     (156) 
Loss for the period                            -  (17,766)         -            -      (17,766)        (587)  (18,353) 
---------------------------------------  -------  --------  --------  -----------  ------------  -----------  -------- 
Total comprehensive loss for the period        -  (17,766)         -     (34,407)      (52,173)     (25,807)  (77,980) 
Dividends (note 9)                             -  (10,609)         -            -      (10,609)      (6,418)  (17,027) 
Share options exercised in subsidiary          -     1,272         -            -         1,272        1,032     2,304 
Share based expense (note 5)                   -         -         -            -             -          105       105 
---------------------------------------  -------  --------  --------  -----------  ------------  -----------  -------- 
Balance at 30 June 2020                   11,390   561,057    31,991     (96,155)       508,283      184,979   693,262 
---------------------------------------  -------  --------  --------  -----------  ------------  -----------  -------- 
 
For the six months ended 30 June 2021 
(unaudited) 
Balance at 1 January 2021                 11,390   603,996    31,991     (91,595)       555,782      187,925   743,707 
---------------------------------------  -------  --------  --------  -----------  ------------  -----------  -------- 
Currency translation adjustment                -         -         -        2,708         2,708        2,096     4,804 
Effective portion of changes in fair 
 value of derivatives                          -         -         -           60            60           46       106 
Profit for the period                          -    39,516         -            -        39,516       12,262    51,778 
---------------------------------------  -------  --------  --------  -----------  ------------  -----------  -------- 
Total comprehensive income for the 
 period                                        -    39,516         -        2,768        42,284       14,404    56,688 
Dividends (note 9)                             -  (24,754)         -            -      (24,754)     (14,948)  (39,702) 
Share options exercised in subsidiary          -     3,025         -            -         3,025        3,860     6,885 
Share based expense (note 5)                   -         -         -            -             -          113       113 
---------------------------------------  -------  --------  --------  -----------  ------------  -----------  -------- 
Balance at 30 June 2021                   11,390   621,783    31,991     (88,827)       576,337      191,354   767,691 
---------------------------------------  -------  --------  --------  -----------  ------------  -----------  -------- 
 

Share capital

The Group has one class of ordinary share which carries no right to fixed income.

Capital reserves

The capital reserves arise principally from transfers from revenue to capital reserves made in the Brazilian subsidiaries arising in the following circumstances:

 
 (a)   profits of the Brazilian subsidiaries and Brazilian holding company 
        which in prior periods were required by law to be transferred to capital 
        reserves and other profits not available for distribution; and 
 (b)   Wilson Sons' byelaws require the company to credit an amount equal to 
        5% of the company's net profit to a retained earnings account to be 
        called legal reserve until such amount equals 20% of the Wilson Sons 
        share capital. 
 

Hedging and translation reserve

The hedging and translation reserve arises from exchange differences on the translation of operations with a functional currency other than US Dollars and effective movements on designated hedging relationships.

Amounts in the statement of changes in equity are stated net of tax where applicable.

Condensed Consolidated Interim Statement of Cash Flows

for the six months ended 30 June 2021

 
                                                                                              Unaudited      Unaudited 
                                                                                          six months to  six months to 
                                                                                                30 June        30 June 
                                                                                                   2021           2020 
                                                                                   Notes        US$'000        US$'000 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Net cash inflow from operating activities                                             17         41,582         68,500 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Investing activities 
Interest received                                                                                   861            945 
Income received from underlying investment vehicles                                               1,162          1,513 
Proceeds on disposal of financial assets at fair value through profit and loss        13         56,036         32,980 
Proceeds on disposal of intangible assets                                                             4              - 
Proceeds on disposal of property, plant and equipment                                                49            156 
Purchase of property, plant and equipment                                                      (16,585)       (40,968) 
Purchase of intangible asset                                                                      (405)          (502) 
Purchase of financial assets at fair value through profit and loss                    13       (14,429)       (13,407) 
Advance for future capital increase in joint ventures                                 16        (9,985)              - 
Net cash provided by/(used in) investing activities                                              16,708       (19,283) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Financing activities 
Dividends paid                                                                         9       (24,754)       (10,609) 
Dividends paid to non-controlling interests in subsidiary                                      (14,948)        (6,418) 
Repayments of borrowings                                                                       (41,059)       (20,468) 
Payments of lease liabilities                                                                   (4,376)        (3,240) 
New bank loans drawn down                                                                         7,978         47,167 
Net cash inflow arising from issue of new shares in subsidiary under employee 
 stock option 
 scheme                                                                                           6,885          2,304 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Net cash (used in)/provided by financing activities                                            (70,274)          8,736 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Net (decrease)/increase in cash and cash equivalents                                           (11,984)         57,953 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Cash and cash equivalents at beginning of period                                                 63,255         68,979 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Effect of foreign exchange rate changes                                                           4,345       (26,517) 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
Cash and cash equivalents at end of period                                                       55,616        100,415 
---------------------------------------------------------------------------------  -----  -------------  ------------- 
 

Notes to Condensed Consolidated Interim Financial Information

for the six months ended 30 June 2021

   1.   General Information 

The condensed consolidated interim financial information is not the Company's statutory accounts. The auditors of the Company have not made any report thereon under section 90(2) of the Bermuda Companies Act.

Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda investment holding company which, through its subsidiaries, operates a maritime services company in Brazil and holds a portfolio of international investments. The Company is listed on both the London Stock Exchange and the Bermuda Stock Exchange. It has two principal subsidiaries: Wilson Sons Limited ("Wilson Sons") and Ocean Wilsons (Investments) Limited ("OWIL") (together with the Company and their subsidiaries, the "Group").

Ocean Wilsons Holdings Limited is a company incorporated in Bermuda under the Companies Act 1981 and the Ocean Wilsons Holdings Limited Act, 1991. The condensed consolidated interim financial information is presented in US Dollars, the currency of the primary economic environment in which the Group operates.

   2.   Accounting policies 

The condensed consolidated interim financial information of the Company for the six months ended 30 June 2021 comprises the Company and its subsidiaries (together referred to as the "Group") and the Group's interests in associates and jointly controlled entities.

The condensed set of financial statements has been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") and in accordance with IAS 34 - Interim Financial Reporting. For these purposes, IFRS comprise the standards issued by the International Accounting Standards Board ("IASB") and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

The condensed consolidated interim financial information has been prepared on the basis of accounting policies consistent with those applied to the consolidated financial statements for the year ended 31 December 2020.

   3.   Revenue 

An analysis of the Group's revenue is as follows:

 
                                                          Unaudited      Unaudited 
                                                      six months to  six months to 
                                                            30 June        30 June 
                                                               2021           2020 
                                                            US$'000        US$'000 
----------------------------------------------------  -------------  ------------- 
Sales of services (note 3.1)                                188,877        174,211 
Income from underlying investment vehicles (note 6)           1,162          1,513 
Other investment income                                       1,307            923 
----------------------------------------------------  -------------  ------------- 
                                                            191,346        176,647 
----------------------------------------------------  -------------  ------------- 
 

3.1 Disaggregated revenue information

The following is an analysis of the Group's revenue from sales of services for the period:

 
                                            Unaudited      Unaudited 
                                        six months to  six months to 
                                              30 June        30 June 
                                                 2021           2020 
                                              US$'000        US$'000 
--------------------------------------  -------------  ------------- 
Harbour manoeuvres                             83,776         73,873 
Special operations                              9,156          8,433 
Ship agency                                     4,247          4,006 
--------------------------------------  -------------  ------------- 
Total Towage and ship agency services          97,179         86,312 
--------------------------------------  -------------  ------------- 
Container handling                             36,453         35,636 
Warehousing                                    16,426         15,429 
Ancillary services                             10,622          8,960 
Oil and Gas support base                        3,183          4,535 
Other services                                  5,830          7,371 
--------------------------------------  -------------  ------------- 
Total Port terminals                           72,514         71,931 
--------------------------------------  -------------  ------------- 
Logistics                                      16,012         14,768 
--------------------------------------  -------------  ------------- 
Total Logistics                                16,012         14,768 
--------------------------------------  -------------  ------------- 
Shipyard                                        3,172          1,200 
--------------------------------------  -------------  ------------- 
Total Shipyard                                  3,172          1,200 
--------------------------------------  -------------  ------------- 
Total                                         188,877        174,211 
--------------------------------------  -------------  ------------- 
 
 
                                    Unaudited      Unaudited 
                                six months to  six months to 
                                      30 June        30 June 
                                         2021           2020 
                                      US$'000        US$'000 
------------------------------  -------------  ------------- 
Timing of revenue recognition 
At a point of time                    185,705        173,011 
Over time                               3,172          1,200 
------------------------------  -------------  ------------- 
                                      188,877        174,211 
------------------------------  -------------  ------------- 
 

3.2 Contract balance

Trade receivables are generally received within 30 days of the invoice date. The carrying amount of operational trade receivables at the end of reporting period was US$49.6 million (31 December 2020: US$40.6 million). These amounts included US$12.7 million (31 December 2020: US$10.4 million) of contract assets (unbilled accounts receivables).

There were no contract liabilities as at 30 June 2021 (31 December 2020: nil).

   4.   Business and geographical segments 

Business segments

Ocean Wilsons Holdings Limited has two reportable segments: maritime services and investments. These segments report their financial and operational data separately to the Board. The Board considers these segments separately when making business and investment decisions. The maritime services segment provides towage and ship agency, port terminals, offshore, logistics and shipyard services in Brazil through Wilson Sons. The investment segment holds a portfolio of international investments.

Segment information relating to these businesses is presented below:

 
                                                                       Maritime 
                                                                       services  Investment  Unallocated  Consolidated 
                                                                        US$'000     US$'000      US$'000       US$'000 
--------------------------------------------------------------------  ---------  ----------  -----------  ------------ 
Result - six months to 30 June 2021 (unaudited) 
Revenue                                                                 188,877           -            -       188,877 
Segment result                                                           53,459     (2,953)      (2,141)        48,365 
Share of results of joint venture                                         (749)           -            -         (749) 
Returns on investment portfolio at fair value through profit and 
 loss                                                                         -      29,548            -        29,548 
Other investment income                                                   1,307           -            -         1,307 
Finance costs                                                          (14,584)           -            -      (14,584) 
Foreign exchange gains/(losses) on monetary items                         2,416           3        (104)         2,315 
--------------------------------------------------------------------  ---------  ----------  -----------  ------------ 
Profit/(loss) before tax                                                 41,849      26,598      (2,245)        66,202 
Tax                                                                    (14,424)           -            -      (14,424) 
--------------------------------------------------------------------  ---------  ----------  -----------  ------------ 
Profit/(loss) after tax                                                  27,425      26,598      (2,245)        51,778 
--------------------------------------------------------------------  ---------  ----------  -----------  ------------ 
Other information - six months to 30 June 2021 (unaudited) 
Capital additions                                                        16,990           -            -        16,990 
Depreciation and amortisation                                          (25,270)           -            -      (25,270) 
Amortisation of right-of-use assets                                     (5,982)           -            -       (5,982) 
Balance Sheet - as at June 30 2021 (unaudited) 
Segment assets                                                        1,054,889     335,913        4,374     1,395,176 
Segment liabilities                                                   (625,147)     (1,554)        (784)     (627,485) 
Net Assets                                                              429,742     334,359        3,590       767,691 
--------------------------------------------------------------------  ---------  ----------  -----------  ------------ 
 
 
                                                                 Maritime 
                                                                 services     Investment    Unallocated   Consolidated 
                                                            six months to  six months to  six months to  six months to 
                                                                  30 June        30 June        30 June        30 June 
                                                                     2020           2020           2020           2020 
                                                                  US$'000        US$'000        US$'000        US$'000 
----------------------------------------------------------  -------------  -------------  -------------  ------------- 
Result - six months to 30 June 2020 (unaudited) 
Revenue                                                           174,211              -              -        174,211 
Segment result                                                     41,906        (1,420)        (1,147)         39,339 
Share of results of joint venture                                 (5,212)              -              -        (5,212) 
Returns on investment portfolio at fair value through 
 profit and loss                                                        -       (13,761)              -       (13,761) 
Other investment income                                               923              -              -            923 
Finance costs                                                    (11,413)              -              -       (11,413) 
Foreign exchange (losses)/gains on monetary items                (11,653)           (12)              8       (11,657) 
----------------------------------------------------------  -------------  -------------  -------------  ------------- 
Profit/(loss) before tax                                           14,551       (15,193)        (1,139)        (1,781) 
Tax                                                              (16,572)              -              -       (16,572) 
----------------------------------------------------------  -------------  -------------  -------------  ------------- 
Loss after tax                                                    (2,021)       (15,193)        (1,139)       (18,353) 
----------------------------------------------------------  -------------  -------------  -------------  ------------- 
Other information - six months to 30 June 2020 (unaudited) 
Capital additions                                                  43,173              -              -         43,173 
Depreciation and amortisation                                    (25,842)              -              -       (25,842) 
Amortisation of right-of-use assets                               (5,312)              -              -        (5,312) 
Balance Sheet - as at December 31 2020 
Segment assets                                                  1,039,374        310,882          3,606      1,353,862 
Segment liabilities                                             (609,104)          (621)          (430)      (610,155) 
Net Assets                                                        430,270        310,261          3,176        743,707 
----------------------------------------------------------  -------------  -------------  -------------  ------------- 
 

Finance costs and associated liabilities have been allocated to reporting segments where interest costs arise from loans used to finance the construction of fixed assets in that segment.

Geographical Segments

The Group's operations are located in Bermuda and Brazil. The Group, through its participation in an offshore vessel joint venture in Panama, earns income in that country and in Uruguay. All the Group's sales are derived in Brazil.

The following is an analysis of the carrying amount of segment assets and additions to property, plant and equipment and intangible assets, analysed by the geographical area in which the assets are located.

 
            Carrying amount of     Additions to property, plant and 
              segment assets        equipment and intangible assets 
          ----------------------  ---------------------------------- 
                                         Unaudited         Unaudited 
          Unaudited      Audited     six months to     six months to 
            30 June  31 December           30 June           30 June 
               2021         2020              2021              2020 
            US$'000      US$'000           US$'000           US$'000 
--------  ---------  -----------  ----------------  ---------------- 
Brazil    1,054,889      994,826            16,990            43,173 
 
Bermuda     340,287      359,036                 -                 - 
--------  ---------  -----------  ----------------  ---------------- 
          1,395,176    1,353,862            16,990            43,173 
--------  ---------  -----------  ----------------  ---------------- 
 
   5.   Employee benefits expense 
 
                                        Unaudited      Unaudited 
                                    six months to  six months to 
                                          30 June        30 June 
                                             2021           2020 
                                          US$'000        US$'000 
----------------------------------  -------------  ------------- 
Aggregate remuneration comprised: 
Wages and salaries                         43,199         45,209 
Share based expense                           113            105 
Social security costs                       9,675         11,261 
Other pension costs                           382            293 
----------------------------------  -------------  ------------- 
                                           53,369         56,868 
----------------------------------  -------------  ------------- 
 
   6.   Returns on investment portfolio at fair value through profit and loss 
 
                                                                                          Unaudited      Unaudited 
                                                                                      six months to  six months to 
                                                                                            30 June        30 June 
                                                                                               2021           2020 
                                                                                            US$'000        US$'000 
------------------------------------------------------------------------------------  -------------  ------------- 
Unrealized gains/(losses) on financial assets at fair value through profit and loss          23,398       (18,301) 
Income from underlying investment vehicles                                                    1,162          1,513 
Profit on disposal of financial assets at fair value through profit and loss                  4,988          3,027 
------------------------------------------------------------------------------------  -------------  ------------- 
                                                                                             29,548       (13,761) 
------------------------------------------------------------------------------------  -------------  ------------- 
 
   7.   Finance costs 
 
                                            Unaudited      Unaudited 
                                        six months to  six months to 
                                              30 June        30 June 
                                                 2021           2020 
                                              US$'000        US$'000 
--------------------------------------  -------------  ------------- 
Interest on lease liabilities                   6,790          6,839 
Interest on bank overdrafts and loans           7,755          4,552 
Other interest                                     39             22 
--------------------------------------  -------------  ------------- 
                                               14,584         11,413 
--------------------------------------  -------------  ------------- 
 
   8.   Taxation 
 
                                                                    Unaudited      Unaudited 
                                                                six months to  six months to 
                                                                      30 June        30 June 
                                                                         2021           2020 
                                                                      US$'000        US$'000 
--------------------------------------------------------------  -------------  ------------- 
Current 
Brazilian taxation: 
  Corporation tax                                                      10,549         10,989 
  Social contribution                                                   4,035          4,056 
--------------------------------------------------------------  -------------  ------------- 
Total current tax                                                      14,584         15,045 
--------------------------------------------------------------  -------------  ------------- 
Deferred tax - origination and reversal of timing differences           (160)          1,527 
--------------------------------------------------------------  -------------  ------------- 
Total taxation                                                         14,424         16,572 
--------------------------------------------------------------  -------------  ------------- 
 

Brazilian corporation tax is calculated at 25% (2020: 25%) of the assessable profit for the year.

Brazilian social contribution tax is calculated at 9% (2020: 9%) of the assessable profit for the year.

At the present time, no income, profit, capital or capital gains taxes are levied in Bermuda and accordingly, no provision for such taxes has been recorded by the Company. In the event that such taxes are levied, the Company has received an undertaking from the Bermuda Government exempting it from all such taxes until 31 March 2035. The Group is monitoring the ongoing development of the G20 initiative to implement a global minimum tax rate as it relates to its corporate structure.

   9.   Dividends 
 
                                                                                              Unaudited      Unaudited 
                                                                                          six months to  six months to 
                                                                                                30 June        30 June 
                                                                                                   2021           2020 
                                                                                                US$'000        US$'000 
----------------------------------------------------------------------------------------  -------------  ------------- 
Dividend declared and paid to equity holders in the current period of 70 cents (2020: 30 
 cents) 
 per share                                                                                       24,754         10,609 
 
 

10. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

 
                                                                                              Unaudited      Unaudited 
                                                                                          six months to  six months to 
                                                                                                30 June        30 June 
                                                                                                   2021           2020 
                                                                                                US$'000        US$'000 
----------------------------------------------------------------------------------------  -------------  ------------- 
Earnings: 
Earnings for the purposes of basic earnings per share being net profit/(loss) 
 attributable 
 to equity holders of the Company                                                                39,516       (17,766) 
Number of shares: 
Weighted average number of ordinary shares for the purposes of basic and diluted 
 earnings 
 per share                                                                                   35,363,040     35,363,040 
----------------------------------------------------------------------------------------  -------------  ------------- 
 

11. Lease arrangements

11.1 Right-of-use assets

 
                                                  Operational                             Vehicles, plant 
                                                   facilities  Floating craft  Buildings    and equipment     Total 
                                                      US$'000         US$'000    US$'000          US$'000   US$'000 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
Cost or valuation 
At 1 January 2020                                     186,026           4,481      6,449           12,703   209,659 
   Transfers from property, plant and equipment             -               -          -              495       495 
  Contractual amendments                                9,376              52        201               83     9,712 
  Additions                                             1,553           3,504         19              124     5,200 
  Exchange differences                               (42,245)           (759)      (772)          (1,745)  (45,521) 
  Terminated contracts                                      -               -      (200)          (1,911)   (2,111) 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
At 31 December 2020                                   154,710           7,278      5,697            9,749   177,434 
  Contractual amendments                               34,780             110         10                3    34,903 
  Additions                                                 -           7,353         16              145     7,514 
  Exchange differences                                  8,255             797      (259)              182     8,975 
  Terminated contracts                                      -               -      (109)            (399)     (508) 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
At 30 June 2021                                       197,745          15,538      5,355            9,680   228,318 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
Accumulated amortisation 
At 1 January 2020                                       8,269           2,276      1,469            8,634    20,648 
   Transfers from property, plant and equipment             -               -          -              471       471 
  Charge for the year                                   7,280           2,995      1,099            1,062    12,436 
  Exchange differences                                (1,810)           (521)       (77)          (1,060)   (3,468) 
  Terminated contracts                                      -               -       (70)          (1,861)   (1,931) 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
At 31 December 2020                                    13,739           4,750      2,421            7,246    28,156 
  Charge for the year                                   3,639           2,042        503              424     6,608 
  Exchange differences                                    755             204      (218)              176       917 
  Terminated contracts                                      -               -       (62)            (223)     (285) 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
At 30 June 2021                                        18,133           6,996      2,644            7,623    35,396 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
 
Carrying Amount 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
At 30 June 2021 (unaudited)                           179,612           8,542      2,711            2,057   192,922 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
At 31 December 2020 (audited)                         140,971           2,528      3,276            2,503   149,278 
------------------------------------------------  -----------  --------------  ---------  ---------------  -------- 
 

Operational facilities

The main lease commitments included as operational facilities are described below:

Tecon Rio Grande

The Tecon Rio Grande lease was signed on 3 February 1997 for a period of 25 years renewable for a further 25 years. Tecon Rio Grande was granted the right to renew the lease as set out in the contract amendment signed on 7 March 2006 due to compliance with the contractual requirements to make additional investments in expanding the terminal by constructing a third berth and achieving the minimum annual container volume handled.

Tecon Salvador

Tecon Salvador S.A. has the right to lease and operate the container terminal and heavy cargo terminal in the Port of Salvador for 25 years renewed in 2016 for a further 25 years. The total lease term of 50 years, until March 2050, is provided in the second addendum to the rental agreement. This addendum requires the Group to make a minimum specified investment in expanding the leased terminal area.

Wilson Sons shipyard

Lease commitments mainly refer to a 60-year right to lease from June 2008 and operate an area located adjacent to our shipyard in Guarujá, São Paulo state. The initial lease of 30 years is renewable for a further period of 30 years at the option of the Group. The area has been used to expand and develop the Wilson Sons shipyard. Management's intention is to exercise the renewal option.

Brasco

The Brasco lease commitments mainly refers to a 30-year lease expiring in 2043 to operate a port area in Caju, Rio de Janeiro, with convenient access to service the Campos and Santos oil producing basins.

Logistics

Lease commitments mainly refer to the bonded terminals and distribution centres located in Santo André, São Paulo state and Suape, Pernambuco state with terms ranging between 18 and 24 years.

Floating craft

Variable chartering of vessels for maritime transport between port terminals. Payments made relating to the number of vessel trips were not included in the measurement of lease liabilities because they relate to variable payments.

Buildings

The Group has lease commitments for its Brazilian business headquarters, branches and commercial offices in several Brazilian cities.

Vehicles, plant and equipment

Rental contracts mainly for forklifts, vehicles for operational, commercial and administrative activities and other operating equipment.

11.2 Lease liabilities

 
                                                      Unaudited      Audited 
                                                        30 June  31 December 
                                                           2021         2020 
                                       Discount rate    US$'000      US$'000 
------------------------------------  --------------  ---------  ----------- 
Lease liabilities by class of asset 
Operational facilities                 5.17% - 9.33%    191,680      150,513 
Buildings                              4.41% - 12.9%      2,555        2,932 
Vehicles, plant and equipment          4.87% - 12.9%      1,615        1,690 
Floating craft                         7.75% - 8.54%      9,025        2,759 
Total                                                   204,875      157,894 
----------------------------------------------------  ---------  ----------- 
Total current                                            23,725       18,192 
----------------------------------------------------  ---------  ----------- 
Total non-current                                       181,150      139,702 
----------------------------------------------------  ---------  ----------- 
 

The breakdown of lease liabilities by maturity is as follows:

 
                                                          Unaudited      Audited 
                                                            30 June  31 December 
                                                               2021         2020 
                                                            US$'000      US$'000 
--------------------------------------------------------  ---------  ----------- 
Maturity analysis - contractual undiscounted cash flows 
Within one year                                              24,940       19,153 
In the second year                                           22,807       17,365 
In the third to fifth years inclusive                        64,721       49,353 
After five years                                            373,099      292,766 
--------------------------------------------------------  ---------  ----------- 
Total cash flows                                            485,567      378,637 
--------------------------------------------------------  ---------  ----------- 
Adjustment to present value                               (280,692)    (220,743) 
--------------------------------------------------------  ---------  ----------- 
Total lease liabilities                                     204,875      157,894 
--------------------------------------------------------  ---------  ----------- 
 

Inflation adjustment of the lease liabilities

The table below presents the lease liabilities balance considering the projected future inflation rate in the discounted payment flows. For the purposes of this calculation, all other assumptions were maintained.

 
                    Unaudited      Audited 
                      30 June  31 December 
                         2021         2020 
                      US$'000      US$'000 
------------------  ---------  ----------- 
Actual flow           485,567      378,637 
Embedded interest   (280,692)    (220,743) 
------------------  ---------  ----------- 
Lease liabilities     204,875      157,894 
------------------  ---------  ----------- 
 

11.3 Amounts recognised in profit and loss

 
                                                                                        Unaudited      Unaudited 
                                                                                    six months to  six months to 
                                                                                          30 June        30 June 
                                                                                             2021           2020 
                                                                                          US$'000        US$'000 
----------------------------------------------------------------------------------  -------------  ------------- 
Amortisation of right-of-use assets                                                       (6,608)        (6,486) 
Amortisation of PIS and COFINS(1)                                                             626          1,174 
----------------------------------------------------------------------------------  -------------  ------------- 
Net Amortisation of right-of-use assets                                                   (5,982)        (5,312) 
----------------------------------------------------------------------------------  -------------  ------------- 
Interest on lease liabilities                                                             (7,237)        (7,790) 
Interest of PIS and COFINS                                                                    447            951 
Variable lease payments not included in the measurement of lease liabilities (2,)         (1,117)          (968) 
Expenses relating to short-term leases                                                   (13,325)        (8,953) 
Expenses relating to low-value assets                                                       (311)          (568) 
----------------------------------------------------------------------------------  -------------  ------------- 
Total                                                                                    (27,525)       (22,640) 
----------------------------------------------------------------------------------  -------------  ------------- 
 

1. The PIS (Program of Social Integration) and COFINS (Contribution for the Financing of Social Security) are federal taxes based on the turnover of companies

2. The amounts refer to payments, which exceeded the minimum forecast volumes of Tecon Rio Grande and Tecon Salvador.

The Group is not able to estimate the future cash outflows related to variable lease payments due to operational, economic and foreign exchange uncertainties.

11.4 Amounts recognised in the statement of cash flows

 
                                      Unaudited      Unaudited 
                                  six months to  six months to 
                                        30 June        30 June 
                                           2021           2020 
                                        US$'000        US$'000 
--------------------------------  -------------  ------------- 
Payment of lease liability              (4,376)        (3,237) 
Interest paid - lease liability         (7,237)        (7,805) 
Short-term leases paid                 (13,325)        (8,953) 
Variable lease payments                 (1,117)          (968) 
Low-value leases paid                     (311)          (568) 
--------------------------------  -------------  ------------- 
Total                                  (26,366)       (21,531) 
--------------------------------  -------------  ------------- 
 

12. Property, plant and equipment

 
                                           Land and                  Vehicles, plant  Assets under 
                                          buildings  Floating Craft    and equipment  construction      Total 
                                            US$'000         US$'000          US$'000       US$'000    US$'000 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
Cost or valuation 
At 1 January 2020                           313,432         516,361          231,226           292  1,061,311 
  Additions                                  25,901          10,216           25,284             -     61,401 
  Transfers                                     148           (124)             (24)             -          - 
  Transfers to right-of-use assets                -               -            (495)             -      (495) 
  Transfers to intangible assets                  -               -             (99)             -       (99) 
  Exchange differences                     (56,443)               -         (42,819)             -   (99,262) 
  Disposals                                 (3,725)           (969)          (4,039)             -    (8,733) 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 1 January 2021                           279,313         525,484          209,034           292  1,014,123 
  Additions                                   3,711           9,736            2,318           820     16,585 
  Transfers                                    (22)               -               22             -          - 
  Transfers to intangible assets                (1)               -                -             -        (1) 
  Exchange differences                        6,717               -            6,572             -     13,289 
  Disposals                                      38           (114)            (552)             -      (628) 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 30 June 2021                             289,756         535,106          217,394         1,112  1,043,368 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
Accumulated depreciation and impairment 
At 1 January 2020                            91,945         217,369          124,948             -    434,262 
  Charge for the year                         6,774          29,030           11,989             -     47,793 
  Elimination on construction contracts           -              13                -             -         13 
  Transfers to right-of-use assets                -               -            (471)             -      (471) 
  Exchange differences                     (16,691)               -         (22,764)             -   (39,455) 
  Disposals                                 (2,400)           (829)          (3,928)             -    (7,157) 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 1 January 2021                            79,628         245,583          109,774             -    434,985 
  Charge for the period                       3,957          13,382            6,557             -     23,896 
  Elimination on construction contracts           -              25                -             -         25 
  Exchange differences                        2,234               -            3,580             -      5,814 
  Disposals                                       -           (113)            (468)             -      (581) 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 30 June 2021                              85,819         258,877          119,443             -    464,139 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
Carrying Amount 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 30 June 2021 (unaudited)                 203,937         276,229           97,951         1,112    579,229 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 31 December 2020 (audited)               199,685         279,901           99,260           292    579,138 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
 

The Group has pledged assets with a carrying amount of approximately US$252.5 million (31 December 2020: US$253.6 million) to secure loans granted to the Group.

There were no capitalised borrowing costs in 2021 (2020: US$3.0 million, at an average interest rate of 2.49%).

13. Financial assets at fair value through profit and loss

 
                                                                                                Unaudited      Audited 
                                                                                            six months to  31 December 
                                                                                             30 June 2021         2020 
                                                                                                  US$'000      US$'000 
Financial assets at fair value through profit and loss 
At 1 January                                                                                      347,464      298,839 
Additions, at cost                                                                                 14,429       63,723 
Disposals, at market value                                                                       (56,036)     (45,154) 
Increase/(decrease) in fair value of financial assets at fair value through profit and 
 loss                                                                                              23,398     (29,055) 
Profit on disposal of financial assets at fair value through profit and loss                        4,988        1,001 
------------------------------------------------------------------------------------------  -------------  ----------- 
At period end                                                                                     334,243      347,464 
------------------------------------------------------------------------------------------  -------------  ----------- 
OWIL                                                                                              334,243      307,874 
Wilson Sons                                                                                             -       39,590 
------------------------------------------------------------------------------------------  -------------  ----------- 
Financial assets at fair value through profit and loss held at period end                         334,243      347,464 
------------------------------------------------------------------------------------------  -------------  ----------- 
 

Wilson Sons

The Wilson Sons investments are held and managed separately from the OWIL portfolio and consist of US Dollar denominated depository notes.

OWIL portfolio

The Group has not designated any financial assets that are not classified as trading investments as financial assets at fair value through profit and loss.

Financial assets at fair value through profit and loss above represent investments in listed equity securities, funds and unquoted equities that present the Group with opportunity for return through dividend income and capital appreciation.

Included in financial assets at fair value through profit and loss are open ended funds whose shares may not be listed on a recognised stock exchange but are redeemable for cash at the current net asset value at the option of the Group. They have no fixed maturity or coupon rate. The fair values of these securities are based on quoted market prices where available. Where quoted market prices are not available, fair values are determined by third parties using various valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

14. Trade and other receivables

 
                                             Unaudited      Audited 
                                               30 June  31 December 
                                                  2021         2020 
                                               US$'000      US$'000 
-------------------------------------------  ---------  ----------- 
Trade and other receivables 
Other trade receivables                         11,278            9 
-------------------------------------------  ---------  ----------- 
Total other non-current trade receivables       11,278            9 
-------------------------------------------  ---------  ----------- 
Amount receivable for the sale of services      49,973       41,152 
Allowance for bad debts                          (390)        (554) 
-------------------------------------------  ---------  ----------- 
Total current trade receivables                 49,583       40,598 
-------------------------------------------  ---------  ----------- 
Prepayments                                      5,796        4,252 
Insurance claim receivable                         750          995 
Other receivables                                5,664        1,953 
-------------------------------------------  ---------  ----------- 
Total other current trade receivables           12,210        7,200 
-------------------------------------------  ---------  ----------- 
Total current trade and other receivables       61,793       47,807 
-------------------------------------------  ---------  ----------- 
 
 
                              Unaudited      Audited 
                                30 June  31 December 
                                   2021         2020 
Ageing of trade receivables     US$'000      US$'000 
----------------------------  ---------  ----------- 
Current                          43,504       34,561 
From 0 - 30 days                  4,170        4,800 
From 31 - 90 days                 1,033          852 
From 91 - 180 days                  786          197 
More than 180 days                  480          742 
----------------------------  ---------  ----------- 
Total                            49,973       41,152 
----------------------------  ---------  ----------- 
 

Due to the Covid-19 pandemic, the Company has reviewed the variables that make up the methodology of measurement of estimated losses. There has been no increase in customer default rate due to the outbreak. Additionally, the Company created a credit committee to monitor and, if necessary, propose payment terms to those customers with credit risk.

The Board considers that the carrying amount of trade and other receivables approximates their fair value.

15. Bank loans and overdrafts

 
                                                                 Unaudited       Audited 
                                                         Annual    30 June   31 December 
                                                  interest rate       2021          2020 
                                                              %    US$'000       US$'000 
---------------------------------------------  ----------------  ---------  ------------ 
Secured borrowings 
BNDES - FMM linked to US Dollar(1)               2.07% to 5.00%    146,021       146,446 
BNDES - Real                                    6.64% to 13.23%     57,087        55,177 
BNDES - FMM Real(1)                                       8.59%        774           805 
Total BNDES                                                        203,882       202,428 
---------------------------------------------  ----------------  ---------  ------------ 
Banco do Brasil - FMM linked to US Dollar(1)      2.00% - 4.00%     74,791        75,795 
Bradesco - NCE - Real(2)                          5.08% - 5.45%     35,228        38,660 
Itaú - NCE - Real(2)                                 3.38%          -         4,056 
Santander - Real                                          6.44%          -         8,056 
China Construction Bank - Real                            5.65%          -        13,666 
Total others                                                       110,019       140,233 
---------------------------------------------  ----------------  ---------  ------------ 
Total                                                              313,901       342,661 
---------------------------------------------  ----------------  ---------  ------------ 
 
 
 
 1.   As an agent of Fundo da Marinha Mercante's ("FMM"), Banco Nacional de 
       Desenvolvimento Econômico e Social ("BNDES") and Banco do Brasil 
       ("BB") finances the construction of tugboats and shipyard facilities. 
 2.    NCE is an export credit note. 
 

The breakdown of bank overdrafts and loans by maturity is as follows:

 
                                              Unaudited       Audited 
                                                30 June   31 December 
                                                   2021          2020 
                                                US$'000       US$'000 
--------------------------------------------  ---------  ------------ 
Within one year                                  44,514        58,672 
In the second year                               38,712        44,707 
In the third to fifth years (inclusive)          95,464        96,250 
After five years                                135,211       143,032 
--------------------------------------------  ---------  ------------ 
Total                                           313,901       342,661 
--------------------------------------------  ---------  ------------ 
Amounts due for settlement within 12 months      44,514        58,672 
--------------------------------------------  ---------  ------------ 
Amounts due for settlement after 12 months      269,387       283,989 
--------------------------------------------  ---------  ------------ 
 

The analysis of borrowings by currency is as follows:

 
                                             BRL 
                                       linked to 
                                 BRL  US Dollars  US Dollars    Total 
                             US$'000     US$'000     US$'000  US$'000 
---------------------------  -------  ----------  ----------  ------- 
30 June 2021 (unaudited) 
Bank loans                    93,090     220,811           -  313,901 
---------------------------  -------  ----------  ----------  ------- 
Total                         93,090     220,811           -  313,901 
---------------------------  -------  ----------  ----------  ------- 
31 December 2020 (audited) 
Bank loans                   120,420     222,241           -  342,661 
---------------------------  -------  ----------  ----------  ------- 
Total                        120,420     222,241           -  342,661 
---------------------------  -------  ----------  ----------  ------- 
 

Loan agreement for civil works

In December 2018, the subsidiary Tecon Salvador S.A. signed a US$67.9 million financing agreement with the BNDES to be used for civil works during the terminal's expansion. The civil works for this expansion were completed in October 2020.

Guarantees

Loans with the BNDES and Banco do Brasil rely on corporate guarantees from Wilson Sons de Administração e Comércio Ltda. For some contracts, the corporate guarantee is in addition to a pledge of the respective financed tugboat or a lien over the logistics and port operations equipment financed.

The loan agreement for Tecon Rio Grande from Banco Santander for the purchase of equipment relies on a corporate guarantee from Wilson, Sons de Administração e Comércio Ltda.

The loan agreement for Tecon Rio Grande from Banco Itaú for the purchase of equipment relies on a corporate guarantee from Wilport Operadores Portuários Ltda.

The loan agreement for Tecon Salvador from Banco Bradesco for the purchase of equipment relies on a corporate guarantee from Wilport Operadores Portuários Ltda.

Undrawn credit facilities

At 30 June 2021, the Group had available US$14.5 million (31 December 2020: US$19.1 million) of undrawn borrowing facilities in relation to (i) the Salvador container terminal expansion and (ii) the dry-docking, maintenance and repair of tugboats. In addition, the Group has US$9.4 million in contracted financing for the future construction of tugboats.

Covenants

Wilson, Sons de Administração e Comércio Ltda. ("WSAC") as corporate guarantor has to comply with annual loan covenants for Wilson Sons Estaleiros, Brasco Logística Offshore and Saveiros Camuyrano Serviços Marítimos S/A in respect of loan agreements signed with BNDES.

Wilport Operadores Portuários Ltda. as corporate guarantor for loan agreements signed with both Bradesco for Tecon Salvador S.A and Tecon Rio Grande and BNDES for Tecon Salvador S.A has to comply with annual loan covenants including ratios of debt service coverage, net debt ratio over EBITDA and equity over total assets. For the BNDES agreements the Salvador container terminal has to comply with the debt service coverage ratio covenant.

At 30 June 2021, the Company was in compliance with all covenants in the above mentioned loan agreements.

Fair value

Management estimates the fair value of the Group's borrowings as follows:

 
                            Unaudited      Audited 
                              30 June  31 December 
                                 2021         2020 
                              US$'000      US$'000 
--------------------------  ---------  ----------- 
Bank loans 
  BNDES                       203,882      202,428 
  Banco do Brasil              74,791       75,795 
  Bradesco - NCE - Real        35,111       40,577 
  Itaú                         -        4,060 
  Santander                         -        8,045 
  China Construction Bank           -       13,657 
Total                         313,784      344,562 
--------------------------  ---------  ----------- 
 

16. Joint ventures

The Group holds the following significant interests in joint operations and joint ventures at the end of the reporting period:

 
                                                                 Place of    Proportion of ownership interest 
                                                                            ---------------------------------- 
                                                            incorporation         30 June          31 December 
                                                            and operation            2021                 2020 
---------------------------------------------------------  --------------   -------------  ------------------- 
Towage 
Consórcio de Rebocadores Baia de São Marcos(3)            Brazil            50%                  50% 
Logistics 
  Porto Campinas, Logística e Intermodal(3)                    Brazil            50%                  50% 
Offshore 
  Wilson, Sons Ultratug Participações S.A.(1)             Brazil            50%                  50% 
  Atlantic Offshore S.A.(2)                                    Panamá            50%                  50% 
---------------------------------------------------------  ---------------  -------------  ------------------- 
 
 
 1.   Wilson, Sons Ultratug Participações S.A. controls Wilson, 
       Sons Offshore S.A. and Magallanes Navegação Brasileira S.A. 
       These latter two companies are indirect joint ventures of the Company. 
 2.   Atlantic Offshore S.A. controls South Patagonia S.A. This company is 
       an indirect joint venture of Wilson Sons. 
 3.   Joint Operations. 
 

The Group's interests in joint ventures are for accounted for on the equity basis.

 
                                                         Unaudited      Unaudited 
                                                     six months to  six months to 
                                                           30 June        30 June 
                                                              2021           2020 
                                                           US$'000        US$'000 
---------------------------------------------------  -------------  ------------- 
Revenue                                                     55,389         60,025 
Raw materials and consumables used                         (4,272)        (3,498) 
Employee benefits expense                                 (18,638)       (17,800) 
Amortisation of right-of-use assets                        (5,228)        (5,222) 
Depreciation and amortisation                             (19,355)       (20,529) 
Other operating expenses                                   (9,082)        (7,652) 
Gain on disposals of property, plant and equipment               1              - 
---------------------------------------------------  -------------  ------------- 
(Loss)/profit from operating activities                    (1,185)          5,324 
Finance income                                                  48          (359) 
Interest on lease liabilities                                (127)          (347) 
Finance costs                                              (7,821)        (8,271) 
Foreign exchange gains/(losses) on monetary items            4,217       (21,605) 
---------------------------------------------------  -------------  ------------- 
Loss before tax                                            (4,868)       (25,258) 
Income tax credit                                            3,368         14,834 
Loss for the period                                        (1,500)       (10,424) 
---------------------------------------------------  -------------  ------------- 
Participation                                                  50%            50% 
Equity result                                                (749)        (5,212) 
---------------------------------------------------  -------------  ------------- 
 
 
                                Unaudited  Unaudited 
                                  30 June    30 June 
                                     2021       2020 
                                  US$'000    US$'000 
------------------------------  ---------  --------- 
Right-of-use assets                 4,563     15,036 
Property, plant and equipment     555,504    578,803 
Long-term investment                2,146      2,103 
Other current assets                9,955     10,871 
Trade and other receivables        35,929     33,065 
Cash and cash equivalents          28,848     23,341 
------------------------------  ---------  --------- 
Total assets                      636,945    663,219 
------------------------------  ---------  --------- 
Bank loans                        419,731    433,190 
Lease liabilities                   4,765     15,273 
Other non-current liabilities      23,818     38,739 
Trade and other payables          111,082     96,394 
Equity                             77,549     79,623 
------------------------------  ---------  --------- 
Total liabilities                 636,945    663,219 
------------------------------  ---------  --------- 
 

We have not provided separate disclosure of all material joint ventures because they belong the same economic group and are managed on a unified basis. Wilson Sons holds a non-controlling interest in Wilson, Sons Ultratug Participações S.A and Atlantic Offshore S.A.

Wilson, Sons Ultratug Participações S.A is a controlling shareholder of Wilson, Sons Offshore S.A. and Magallanes Navegação Brasileira S.A, while Atlantic Offshore S.A. is a controlling shareholder of South Patagonia S.A.

Guarantees

Loan agreements of Wilson, Sons Ultratug Participações S.A. and subsidiaries with the BNDES are guaranteed by a lien on the financed supply vessels and in the majority of the contracts a corporate guarantee from both Wilson Sons Holdings Brasil Ltda. and Remolcadores Ultratug Ltda, each guaranteeing 50% of its subsidiary 's debt balance with the BNDES. As at 30 June 2021, Wilson Sons 50% share of the amounts outstanding under the loan agreements is US$171.0 million (2020: US$170.7 million).

Wilson, Sons Ultratug Participações S.A. subsidiary's loan agreement with Banco do Brasil is guaranteed by a pledge on the financed offshore support vessels. The security package also includes a standby letter of credit issued by Banco de Crédito e Inversiones - Chile for part of the debt balance, assignment of Petrobras' long-term contracts and a corporate guarantee issued by Inversiones Magallanes Ltda - Chile. A cash reserve account of US$2.1 million is required to be maintained until full repayment of the loan agreement. As at 30 June 2021, Wilson Sons 50% share of the loan amounts outstanding under the loan agreements is US$25.4 million (2020: US$25.7 million).

The loan agreements for Atlantic Offshore from Deutsche Verkehrs-Bank "DVB" and Norddeutsche Landesbank Girozentrale Trade "Nord/LB" for the financing of the offshore support vessels is guaranteed by a pledge on the vessels, the shares of Atlantic Offshore and a corporate guarantee for half of the credit from Wilson Sons Holdings Brasil Ltda. and Remolcadores Ultratug Ltda, which is the partner in the business, guarantee the other half of the loans. As at 30 June 2021, Wilson Sons 50% share of the loan amounts outstanding under the loan agreements is US$10.2 million (2020: US$10.7 million).

Covenants

On 30 June 2021 Wilson Sons Ultratug Participações S.A.'s subsidiary was not in compliance with one of its covenants' ratios. On the assumption of a non-attainment, the joint venture's subsidiary has to be capitalized within a year in the amount necessary (US$6.0 million) to reach the required ratio. Since there was already a financial contribution through an advance for future capital increase in the first half of 2021 of US$9.985 million, management's understanding is that there is no breach of a clause or event that prompts negotiation or a waiver letter from Branco do Brasil. There are no other capital commitments for any of the joint ventures or joint operations.

Atlantic Offshore S.A. has to comply with specific financial covenants on its two loan agreements with Deutsche Verkehrs-Bank "DVB" and Norddeutsche Landesbank Girozentrale Trade "Nord/LB". At 30 June 2021 the subsidiary was in compliance with all loan agreement clauses.

17. Notes to the cash flow statement

 
                                                                                         Unaudited      Unaudited 
                                                                                     six months to  six months to 
                                                                                           30 June        30 June 
                                                                                              2021           2020 
                                                                                           US$'000        US$'000 
-----------------------------------------------------------------------------------  -------------  ------------- 
Reconciliation from profit/(loss) before tax to net cash from operating activities 
Profit/(loss) before tax                                                                    66,202        (1,781) 
Share of results of joint venture                                                              749          5,212 
Returns on investment portfolio at fair value through profit and loss                     (29,548)         13,761 
Other investment income                                                                    (1,307)          (923) 
Finance costs                                                                               14,584         11,413 
Foreign exchange (gains)/losses on monetary items                                          (2,315)         11,657 
-----------------------------------------------------------------------------------  -------------  ------------- 
Operating profit                                                                            48,365         39,339 
Adjustments for: 
Amortisation of right-of-use assets                                                          5,982          5,312 
Depreciation of property, plant and equipment                                               23,896         24,412 
Amortisation of intangible assets                                                            1,374          1,430 
Share based payment expense                                                                    113            105 
Gain on disposal of property, plant and equipment                                              (2)          (295) 
(Increase)/decrease in provisions                                                            (703)             25 
-----------------------------------------------------------------------------------  -------------  ------------- 
Operating cash flows before movements in working capital                                    79,025         70,328 
(Increase)/decrease in inventories                                                           (894)          1,030 
(Increase)/decrease in receivables                                                        (15,521)          5,923 
(Decrease)/increase in payables                                                              5,524           (17) 
(Increase)/decrease in other non-current assets                                              (715)         16,527 
-----------------------------------------------------------------------------------  -------------  ------------- 
Cash generated by operations                                                                67,419         93,791 
Income taxes paid                                                                         (13,814)       (12,635) 
Interest paid                                                                             (12,023)       (12,656) 
-----------------------------------------------------------------------------------  -------------  ------------- 
Net cash from operating activities                                                          41,582         68,500 
-----------------------------------------------------------------------------------  -------------  ------------- 
 

18. Commitments

At 30 June 2021 the Group had entered into commitment agreements with respect to trading investments. These commitments relate to capital subscription agreements entered into by OWIL. The expiry dates of the outstanding commitments may be analysed as follows:

 
 
                                        Unaudited      Audited 
                                          30 June  31 December 
                                             2021         2020 
                                          US$'000      US$'000 
--------------------------------------  ---------  ----------- 
Within one year                             4,904        4,670 
In the second to fifth year inclusive       3,726        5,153 
After five years                           29,391       35,495 
--------------------------------------  ---------  ----------- 
Total                                      38,021       45,318 
--------------------------------------  ---------  ----------- 
 

The expiry date is not indicative of when a commitment call may be made and could be accelerated. There may be situations when commitments may be extended by the manager of the underlying structure beyond the initial expiry date dependent upon the terms and conditions of each individual structure.

At 30 June 2021 the Group had contractual commitments to suppliers for the acquisition and construction of property, plant and equipment amounting to US$10.9 million (2020: US$1.6 million). The amount mainly refers to investments in the Salvador container terminal with some smaller amounts related to the Rio Grande container terminal and Offshore support bases

19. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Transactions between the group and its associates, joint ventures and other investments are disclosed below.

 
                                                              Dividends received/                Amounts paid/ 
                                                              Revenue from services             Cost of services 
                                                          ----------------------------    ---------------------------- 
                                                              Unaudited      Unaudited        Unaudited      Unaudited 
                                                          six months to  six months to    six months to  six months to 
                                                                30 June        30 June          30 June        30 June 
                                                                   2021           2020             2021           2020 
                                                                US$'000        US$'000          US$'000        US$'000 
    ----------------------------------------------------  -------------  -------------    -------------  ------------- 
Joint ventures 
1.  Allink Transportes Internacionais Limitada                        -              -            (125)          (111) 
3.  Consórcio de Rebocadores Baía de São               -                               - 
    Marcos                                                                         129                             (6) 
4.  Wilson Sons Ultratug Participações S.A.               262            263                -              - 
Others 
7.  Hanseatic Asset Management LBG                                    -              -          (1,329)        (1,343) 
8.  Gouvêa Vieira Advogados                                      -              -             (13)           (16) 
9.  Jofran Services                                                   -              -                -           (92) 
 
 
                                                                    Amounts owed             Amounts owed 
                                                                  by related parties       to related parties 
                                                                ---------------------    --------------------- 
                                                                 Unaudited  Unaudited     Unaudited  Unaudited 
                                                                   30 June    30 June       30 June    30 June 
                                                                      2021       2020          2021       2020 
                                                                   US$'000    US$'000       US$'000    US$'000 
    ----------------------------------------------------------  ----------  ---------    ----------  --------- 
Joint ventures 
1.  Allink Transportes Internacionais Limitada                           -          1          (19)          - 
2.  Consórcio de Rebocadores Barra de Coqueiros                     -         45             -          - 
3.  Consórcio de Rebocadores Baía de São Marcos           -      1,782         (335)          - 
4.  Wilson Sons Ultratug Participações S.A.               20,639     10,215             -          - 
5.  Atlantic Offshore S.A                                           20,167     20,167             -          - 
6.  Porto Campinas, Logística e Intermodal Ltda.                   13         10             -          - 
    ----------------------------------------------------------  ----------  ---------    ----------  --------- 
Others 
7.  Hanseatic Asset Management LBG                                       -          -         (276)      (235) 
 
 
 1.   Mr A C Baião is a Director of Wilson Sons and a shareholder and 
       Director of Allink Transportes Internacionais Limitada. Allink Transportes 
       Internacionais Limitada is 50% owned by the Group and rents office space 
       from the Group. 
 2.   Mr. W H Salomon is chairman of Hanseatic Asset Management LBG. Fees 
       were paid to Hanseatic Asset Management LBG for acting as Investment 
       Manager of the Group's investment portfolio. 
 3.   Mr. J F Gouvêa Viera is a partner in the law firm Gouvêa Vieira 
       Advogados. Fees were paid to Gouvêa Vieira Advogados for legal 
       services. 
 4.   Related party loans with Wilson, Sons Ultratug Participações 
       S.A. (interest - 0.3% per month with no maturity date) and other trade 
       payables and receivables from Wilson, Sons Offshore S.A. and Magallanes 
       Navegação Brasileira S.A. 
 5.   Related party loans with Atlantic Offshore S.A. (with no interest and 
       with no maturity date). 
 6.   Advance for future capital increase from Porto Campinas 
 7.   Mr W H Salomon is Chairman of Hanseatic Asset Management LBG. Fees were 
       paid to Hanseatic Asset Management LBG for acting as Investment Manager 
       of the Group's investment portfolio and administration services. 
 8.   Mr J F Gouvêa Vieira is a partner in the law firm Gouvêa Vieira 
       Advogados. Fees were paid to Gouvêa Vieira Advogados for legal 
       services. 
 9.   Mr J F Gouvêa Vieira is a Director of Jofran Services. Directors' 
       fees and consultancy fees were paid to Jofran Services. 
 

20. Coronavirus ("Covid-19")

Wilson Sons was deemed as an essential service with respect to its maritime logistics services by the Brazilian Government which allows it to operate with limited restrictions, as such our employees are prioritized for receiving vaccinations. Wilson Sons anticipates having 90% of its workforce vaccinated by September 2021 and a gradual return of office workers commencing in the fourth quarter of 2021. Wilson Sons does not predict any material impact on its long-term performance as the global economy and the interim results indicate signs of gradual recovery throughout the first half of 2021.

At the time of writing, the effects of Covid-19 have not caused any changes in the circumstances that could require an impairment charge to be made against any of the Group's assets.

Management will continue to review key assumptions used in determining value and carefully monitor short-term fluctuations and macroeconomic assumptions related to the impact of Covid-19.

Enquiries:

Company Contact:

   Leslie Rans, CPA                      1 (441) 295 1309 

Media:

   David Haggie                            020 7562 4444 

Haggie Partners LLP

Brokers:

   Peel Hunt                                  020 7418 8900 

Sam Cann, Charles Batten

Investment Banking

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