Full Year Results for the period to 31 March 2022
|
Global Ports Holding PLC (GPH)
Global Ports Holding Plc Financial results for the twelve months ended 31 March 2022 Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, today announces its audited financial results for the year ended 31 March 2022 (‘Reporting Period’).
Mehmet Kutman, Co-Founder, Chief Executive Office and Chairman, said: “Over the last year, we successfully navigated through the continued impact of Covid-19 and I believe we have emerged from the pandemic in a stronger position to welcome the return to normal cruise operations across our cruise port network. I am particularly pleased that we continued to grow our port network successfully during the Reporting Period, recently adding ports in Spain and Italy and our first port in Northern Europe. Our commitment and investment into our ports and their communities remained a key focus for us despite the pandemic and while the economic outlook is increasingly uncertain we look forward to cruise operations continuing to normalize in the financial year ahead.”
Financial highlights
Operating highlights
Aborted takeover bid On 15 June 2022 GPH confirmed that it had received an approach regarding a potential cash offer for the entire share capital of GPH by SAS Shipping Agencies Services Sarl (‘SAS’), a wholly owned subsidiary of MSC Mediterranean Shipping Company. On 12 July 2022, GPH’s board of directors announced that it had terminated the talks regarding the offer, and SAS confirmed that it did not intend to make an offer for GPH. GPH’s board of directors remains confident in the Group’s strategic direction as an independent port operator with open access cruise port concessions and independent berthing rights for all its customers. The GPH board continues to be focused on delivery of our strategic goals and long-term value creation, reflecting the strategic strength of GPH and its growing network of cruise ports, for the benefit of all shareholders. Outlook & 2023 expectations Long term, the outlook for the cruise industry continues to be positive. The passenger capacity of the industry is forecast to grow by 45% by 2027, compared to 2019 levels. This growth is driven by the c. 75 cruise ships currently in the cruise ship order book and due for delivery by 2027. This growth in the number and size of ships means that many cruise ports will need to invest in their infrastructure in order to be able to accommodate the new ships. There is no better example of this type of investment than GPH’s significant investments in Antigua Cruise Port and Nassau Cruise Port. Our strategic ambition to grow the number of cruise ports in the network remains a key focus for the Board and management. Despite the unprecedented nature of the Covid-19 crisis and its significant impact on our business, we have continued to grow the number of cruise ports in our network. Since the onset of the crisis, we have added seven new cruise ports to the portfolio, taking the portfolio to 22 cruise ports in total with a maximum passenger capacity of 10 million (excluding equity accounted ports). We have also disclosed details of a further three cruise ports expected to be added shortly. This would be considered a significant achievement in any period. This success stands as a testament to the strength of our operational and M&A capabilities and the appeal of our global expertise and operating model to a fragmented global growth industry. In the near term, with the major cruise lines reporting strong booking patterns for summer 2022, travel restrictions continuing to ease, the global cruise fleet returning to the sea and occupancy rates expected to return to pre-Covid 19 levels by the end of the upcoming Reporting Period, the current outlook for the year to March 2023 and beyond is positive. 2023 expectations For the Reporting Period to 31 March 2023 and for the portfolio of cruise port as of the end of the Reporting Period, we currently expect, based on the berthing requests made by our cruise line partners, that we will exceed the number of calls compared to the pre-pandemic 2019 Reporting Period (calendar year 2019) on a like-for-like basis, which includes the entire 2019 calendar year volumes for Antigua Cruise Port and Nassau Cruise Port and not just the period under GPH control as presented in the Company's financial statements. Call numbers on this like-for-like metric are expected to be broadly in line with 2019 in the Caribbean region and West & Central Med and the increase is driven by strong growth in bookings at our Turkish cruise ports, which are expected to reach the call number highs achieved in 2015 Reporting Period (calendar year 2015). Passenger volumes continue to be impacted by lower occupancy rates than those achieved historically. Occupancy rates are expected to increase during the 2023 Reporting Period, with a higher rate expected for Caribbean ports compared to the rest of the portfolio. The cruise industry currently expects occupancy levels to recover to normal pre-Covid levels by the end of the 2023 Reporting Period, which bodes well for the medium to long-term recovery at GPH. On average, across our consolidated and managed cruise port network during the 2023 Reporting Period, the occupancy rate is expected to be around 70-75%. As a result, we expect the passenger volume of our current consolidated and managed cruise port network to be well in excess of 7 million passengers, significantly above the reported 2019 peak achieved before Covid-19 of 5.4 million, but below the 9.2 million passengers of 2019 on a like-for-like full-year basis. Revenue per passenger across our consolidated and managed cruise ports is expected to grow by mid-single digits compared to 2019, among other factors due to the growth in our Turkish ports, which traditionally have higher yields. This growth in reported passenger volumes compared to the volumes for the 2019 Reporting Period is primarily driven by the positive impact of a full 12-month contribution from Antigua Cruise Port and Nassau Cruise Port, compared to the pro-rata Q4 contribution in the 2019 Reporting Period (calendar year 2019) when these ports were added to our network, and the underlying improvement in demand for our Turkish cruise ports, which prior to the introduction of travel restrictions associated with Covid-19 had been expected to grow strongly in the 2020 Reporting Period (calendar year 2020). Cruise EBITDA margins are expected to recover to more than 60% in the 2023 Reporting Period compared to 70.1% in the 2019 Reporting Period (calendar year 2019), this lower margin reflects the impact of lower occupancy rates on cruise ships. Commercial Port Revenue and EBITDA in the 2023 Reporting Period are expected to be in line with those achieved in the 2022 Reporting Period. Central Costs are expected to rise by mid teen percentage compared to the 2022 Reporting Period as measures taken to reduce costs such as personnel savings and reduced marketing spend are reversed as industry activity rises. Interest expense is expected to be similar to the 2022 Reporting Period, with depreciation and amortisation rising by mid to high single digit compared to the 2022 Reporting Period, reflecting the impact of the additional and ongoing investments in the most recent and current Reporting Periods. CAPEX will be dominated by our ongoing commitments to fulfil our investment program at Nassau Cruise Port. We plan to essentially complete the landside work, which are pre-funded by the financing rounds completed during the 2022 Reporting Period, by the end of the 2023 Reporting Period.
Notes - For full definitions and explanations of each Alternative Performance measure in this statement please refer to the section at the end of this document and to the 2022 Annual Report.
Some breakdowns in this release may not add up to the same decimal in Total due to rounding. For full details please refer to the 2022 Annual Report and the monthly traffic statistics on our website www.globalportsholding.com.
For further information, please contact:
A copy of this report will be available on our website www.globalportsholding.com today from 0700hrs (BST).
Chairman and Chief Executive’s Statement The first half of the Reporting Period was characterised by continued travel restrictions and limited cruise activity, albeit higher than the year before. A substantial increase in activity occurred towards the end of the normal Mediterranean cruise season in summer 2021. Therefore, our ports in this region experienced a welcome pick-up in activity ahead of their normal seasonal reduction in cruise activity. In the Caribbean, the easing of travel restrictions coincided with the start of the main Caribbean cruise season. As a result, our ports in the Caribbean experienced a significant and sustained recovery in volumes, a trend that strengthened as the second half progressed. Our flexible business model, which helped us navigate the challenges of the pandemic and the associated extensive travel restrictions, is now working in reverse as we scale up our operations for the return of cruising. Growth strategy In last year’s annual report, I talked about how I was excited by our pipeline of opportunities to grow the business and how our partnership with Sixth Street provided us with the financial flexibility to support our ambitions to be the cruise port operator of choice for leading cruise port stakeholders all over the world. I am therefore very pleased to report that, despite the continued challenges of the Covid-19 pandemic, we have continued to grow our network successfully. We added three new ports to our network during the Reporting Period. Furthermore, shortly after the end of the Reporting Period we disclosed details of three new cruise ports to join our network. In April 2021, we signed a 20-year concession agreement for Taranto Cruise Port, Italy. In October 2021, we added our first cruise port in Northern Europe, marking a significant milestone for GPH, when we signed a 20-year lease agreement for Kalundborg Cruise Port, Denmark. This was followed by the signing of a four-year renewable concession for Crotone Cruise Port, Italy, in March 2022. Offsetting these additions, in December 2021, Ravenna Cruise Port, which accounted for less than 1% of our cruise passenger volumes in calendar 2019, exited the portfolio when the concession agreement came to an end. After the end of the Reporting Period, we signed a 12-year concession agreement, with a six-year extension option, for Tarragona Cruise Port, Spain, and through a 50/50 joint venture with local partners, we started non-exclusive cruise port operations at Vigo Cruise Port, Spain, under a concession agreement that currently runs until the end of 2024. In July 2022, our 80/20 venture with a local partner agreed terms for a 40-year concession for Las Palmas de Gran Canaria, Canary Islands. This agreement followed the award of preferred bidder status to GPH in November 2021 for three cruise ports in the Canary Islands. We currently expect concession agreements to be signed for all three ports shortly, with operations commencing at all three ports in calendar Q4 2022. Network growth When GPH listed on the London Stock Exchange five years ago, we had 13 cruise ports in eight countries and welcomed over 7.0 million passengers per annum at our consolidated, managed and equity accounted cruise ports. By the end of the Reporting Period, this increased to 19 cruise ports and has now increased to 22 cruise ports. Based on pre-pandemic 2019 passenger volumes at each port, annual passenger volumes of our current cruise network of 22 ports will rise to 10.0 million for our consolidated and managed ports and will rise to 14.0 million for all ports including equity accounted ports. To deliver this level of growth under any circumstances is an achievement to be proud of, but doing so under the cloud of the Covid-19 pandemic is an incredible achievement by our team. I am incredibly grateful for their continued hard work and dedication to the successful delivery of our strategy. The growth we have delivered is not just about adding new ports. We now have a more balanced cruise business in terms of regional exposure and seasonality, with cruise ports in the East and West Mediterranean, Northern Europe, the Canary Islands, the Caribbean, and Asia. In 2017, the majority of our cruise activity was centred in the Mediterranean, with 88% of the passenger volume at our consolidated and managed cruise ports being generated in the region, meaning the majority of our revenue was generated between May and October each year. As a result of the growth in our network, as at July 2022, based on 2019 pro-forma passenger volumes at each port, the Mediterranean now represents 50% of the passenger volume at our consolidated and managed cruise ports, while the Caribbean represents 33% and GPH has now entered the Northern European market and Canary Island markets for the first time. The addition of these new ports not only reduces our reliance on any one cruise market, they also reduce seasonality from our cruise operations. Cruise port investment At the beginning of the Reporting Period, we launched a tender offer for up to USD 75 million of the USD 250 million Eurobond issued by Global Liman, the 100% owned subsidiary of GPH, subsequently accepting tenders totalling USD 44.7 million at a discounted rate of 89.9%. In May 2021, we entered a five-year, USD 261.3 million senior secured loan agreement with the international investment firm Sixth Street. In July 2021, proceeds from this loan facility were used to repay the outstanding amount of the Eurobond together with existing cash resources, generated from the sale of Port Akdeniz completed in January 2021. Importantly, this agreement with Sixth Street also provided us with additional funding to support our plans to grow our cruise port network. Our cruise port investments often require financing and despite the impact of the pandemic on industry activity levels, we have continued to access financing when necessary. During the period, Nassau Cruise Port successfully raised USD 110 million in non-recourse financing from US-based investors in three tranches from June 2021 to November 2021. The work to transform Nassau Cruise Port continued during the year, with USD 89.6 million CAPEX spent on the marine works and the start of work on the landside. The work scheduled to be carried out over the next 12 months will bring to life the vision we had for the transformation of this cruise port. Once we complete this exciting project, I believe it will showcase to global cruise industry stakeholders our capabilities to transform an important cruise port into an iconic cruise port destination. Cruise operations The cruise industry finally came out of hibernation in the Reporting Period. However, it was not until the second half of the year that a sustained increase in activity levels was experienced across the cruise industry. With ongoing and frequently changing travel restrictions in many countries, the first half of the Reporting Period was characterised by a relatively small number of ships sailing limited itineraries. GPH welcomed 563k passengers in the first half of the Reporting Period, a sizable increase from the comparable period but significantly below pre-pandemic levels. In the second half of the Reporting Period, as travel restrictions began to ease more broadly, activity levels increased across the industry. At this time, GPH experienced increased activity levels in the important Mediterranean market, before the activity levels reduced as the industry in this region wound down for the winter. In Asia, activity levels remained low, with many countries remaining closed to tourism or operating limited cruises or cruises to nowhere rather than normal itineraries. As travel restrictions eased, activity levels in the important Caribbean market increased sharply. In the fourth quarter of the Reporting Period, Nassau welcomed 333 cruise ship calls, a 5% increase from the 316 calls in the same period of 2019. In total for the second half of the Reporting Period, GPH welcomed 1.8 million passengers, a significant increase compared with the first half and the 2021 Reporting Period. Throughout the Reporting Period, occupancy rates on cruise ships remained significantly below normal levels. These lower occupancy rates were the result of a number of factors, including shorter booking windows as the industry restarts, uncertainty around travel restrictions, passengers failing pre-boarding Covid-19 tests, on-board Covid-19 measures and staffing issues. The industry had expected occupancy rates to rise steadily from the low levels early and mid-2021 through the second half of the Reporting Period. However, unfortunately, the emergence of the Omicron variant negatively impacted occupancy rates at the start of the fourth quarter. However, this impact has proven temporary, with occupancy levels rising strongly in February and March 2022 to reach c. 60% in March 2022 on average across the GPH consolidated cruise portfolio. This trend has continued after the end of the 2022 Reporting Period, with June 2022 occupancy rates in excess of 100% in the Caribbean and c65% in the Mediterranean. Cost focus When the cruise industry shut down in 2020 due to the pandemic, GPH moved quickly to reduce costs. A combination of our flexible business model and cost-cutting measures helped to support and sustain the business through the pandemic. Naturally, many of these costs will return as our cruise operations ramp up. However, our experience through the pandemic has taught us that we cannot rely on a steady revenue stream each year from a continuously growing industry and we are now more alert to the structure and size of our cost base at all times. Board and management Shortly after year-end, we announced that Emre Sayin, Chief Executive Officer, was stepping down from his role to pursue new business opportunities. Emre joined the Global Ports Holding Group in 2016 as CEO and led the Company through its IPO and admission to the London Stock Exchange the following year. Emre left the group in May 2022. I want to thank Emre on behalf of the Board of Directors for his commitment and leadership throughout his tenure at GPH and I am grateful for his efforts to grow and evolve the business and brand. Group Performance overview Cruise – Review
Commercial – Review
Financial Overview Group revenue for the Reporting Period was USD 128.4 million (2021: USD 79.4 million), with Adjusted revenue of USD 40.3 million (2021: USD 26.8 million). The latter reflects the operating performance as it excludes the impact of IFRIC-12 construction revenue in Nassau of USD 88.1 million (2021: USD 52.6 million). Under IFRIC-12, the expenditure for certain construction activities in Nassau is recognised as operating expenses and added with a margin to the Group’s revenue. IFRIC-12 construction revenue has no impact on cash generation. Adjusted EBITDA, reflecting Cruise and Commercial EBITDA less unallocated expenses, was USD 7.0 million compared with a loss of USD 6.7 million in 2021. This turnaround in Adjusted EBITDA was driven by the increase in cruise activity in the Reporting Period, particularly in the second half, and our continued control of costs as our cruise operations continue to return to normal operating conditions. After depreciation and amortisation of USD 28.5 million (2021: USD 34.2 million), including USD 20.7 million (2021: USD 25.1 million) of port operating rights amortisation, and specific adjusting items of USD 10.6 million (2021: 31.0 million), the Group reported an operating loss for the Reporting Period of USD 29.7 million (2021: USD 72.4 million). After net finance costs of USD 11.8 million (2021: USD 50.8 million), the loss before tax was USD 43.9 million (2021: USD 122.7 million). Flexible cost base Our extensive use of outsourcing through third parties and contractors to manage the volume-related work across our cruise ports means our cost base has low fixed costs and is inherently flexible. This flexibility, which sees a high percentage of our costs automatically expand and contract in line with activity levels, was key to our ability to reduce costs when the cruise industry shut down. Furthermore, we also took action to reduce our fixed costs, which means that as activity levels recover across our cruise operations, this increased activity is being managed on a lower cost base than before the pandemic. In the Reporting Period, our cruise operations generated a Cruise EBITDA margin of 30.1% and our Group Adjusted EBITDA margin was 17.4% (both in relation to Adjusted revenue). While significantly below the 60% plus EBITDA margins achieved historically, this is still a pleasing performance when cruise passenger volumes in the 2022 Reporting Period were just 25% of those achieved on a like-for-like basis for the calendar year 2019. Adjusted EBITDA Adjusted EBITDA for the Reporting Period was USD 7.0 million, reflecting Cruise and Commercial EBITDA less unallocated expenses. This compares with Adjusted EBITDA loss of USD 6.7 million in 2021, which included a strong pre-pandemic calendar year Q1 2020, with Adjusted EBITDA of USD 5.7 million generated during this quarter. Unallocated expenses, which consist of Holding Company costs and deducted from Segmental EBITDA to arrive at Adjusted EBITDA, were USD 5.9 million for the Reporting Period compared with USD 7.9 million for the longer 2021 Reporting Period. Depreciation and amortisation costs Depreciation and amortisation costs were USD 28.5 million for the Reporting Period, compared with USD 34.2 million in 2021. The difference is driven by the 12-month Reporting Period for 2022 compared to the 15-month Reporting Period in 2021, offset by higher depreciation and amortisation at Nassau Cruise Port and Antigua Cruise Port, reflecting the impact of the significant investment into these ports. Specific adjusting items During the Reporting Period, specific adjusting items totalled USD 10.7 million compared with USD 31.0 million in 2021. This reduction was primarily the result of USD 5.7 million lower provisions in the Reporting Period and USD 12.0 million of impairment losses incurred in the prior Reporting Period, compared to no impairment losses in the current Reporting Period. Finance costs The Group’s net finance charge in the Reporting Period was USD 11.8 million compared with USD 50.8 million in 2021. In addition to the impact of the shorter Reporting Period, the decrease was driven by a significant decrease in non-cash foreign exchange losses. GPH’s finance income and finance costs have historically been subject to material non-cash FX impacts due to material USD-denominated assets and liabilities held by the Turkish subsidiary Global Liman. As a result of the repayment of the Eurobond in the Reporting Period and sale of Port Akdeniz just before, such material impacts from FX on finance income and costs should not occur in future Reporting Periods. Net interest expenses was USD 21.9 million compared with USD 34.7 million for 2021. The difference was primarily driven by the shorter 12-month 2022 Reporting Period and interest income of USD 3.8 million from the partial repurchase of the Eurobond in a tender process. This was offset by the additional borrowing, mainly the USD 110 million at Nassau in form of the non-recourse financing from US-based investors in three tranches from June 2021 to November 2021. The net non-cash FX impact on finance expense was a positive USD 13.0 million compared to a negative USD 14.5 million in 2021. Following the repurchase of the Eurobond in the Reporting Period, the large non-cash, FX movements in finance income and finance costs are expected to not repeat in the future. Taxation The Group’s effective tax rate was 19.4% for the Reporting Period compared to 13.2% in 2021. GPH is a multinational group and is liable for taxation in multiple jurisdictions worldwide. Despite the loss before tax of USD 43.9 million, the Group reported a tax expense of USD 0.6 million, as tax income and tax expense offset across the Group. This compares with a tax income of USD 15.1 million in 2021, which was mainly driven by a non-cash deferred tax benefit. The Group pays corporate tax due to specific components being profitable and because losses created on other components cannot necessarily be utilised at the consolidated level. On a cash basis, the Group’s income taxes paid amounted to USD 0.2 million compared with USD 0.4 million in 2021. Investing Activities Capital expenditure during the Reporting Period was USD 94.6 million, with this expenditure primarily focused on our continued commitments to invest in Nassau Cruise Port. Elsewhere, all material capital expenditure plans except essential maintenance capital expenditure, which is minimal anyway, remained deferred as we focused on preserving cash. After two years of cancelled or deferred maintenance capital expenditure, maintenance capital expenditure is expected to rise in the current Reporting Period. During the Reporting Period, Nassau Cruise Port borrowed an additional USD 110 million in form of the non-recourse financing from US-based investors in three tranches from June 2021 to November 2021 as we moved into the final phase of the transformational investment at this port. We invested USD 89.6 million in the port infrastructure at Nassau during the Reporting Period compared with USD 56.8 million in 2021. The main elements of the marine works have been completed, significantly expanding the port’s berthing capacity and work has begun on the landside works, including an iconic new cruise terminal. Waivers and deferrals In response to the shutdown of the cruise industry, we engaged with our financial partners across the Group regarding our current financial liabilities and covenant compliance. Some of the project finance facilities of the Group contain maintenance covenants and, where required, banks agreed to waive covenant compliance at no cost to the Group. For some of the bank loans at the operating company level our financing partners agreed to reduce the debt service by allowing payment of interest in kind or the deferral of debt service. We also engaged with the port authority and local government partners regarding our concession fee liabilities, agreeing on several deferrals or waivers of concession fees and direct cash support in certain jurisdictions. In 2021, we recognised the positive impact from concession fee waivers as an IFRS-16 gain in other income of USD 0.7 million, with additional cash flow impact from deferrals. In the Reporting Period to 31 March 2022, thanks to waivers and other Covid-19 related government support, USD 1.0 million was recognised as a gain in other income. As the cruise industry recovers, we expect normal servicing of our financial liabilities and the reinstatement of covenants during the upcoming 2023 Reporting Period. Cash flow The Group generated an Adjusted EBITDA of USD 7.0 million in the Reporting Period, compared to USD 6.7 million loss in the 2021 Reporting Period. Operating cash flow was a negative USD 6.4 million, reflecting a change in working capital in the Reporting Period of USD 2.2 million, and further other operating outflows in the Reporting Period of USD 11.2 million, which primarily reflects the cash portion of project expenses included in specific adjusting items. The movement in working capital includes a cash outflow of USD 9.7 million due to changes in trade payables and prepayments in Nassau relating to progress of construction works, offset by the receipt of USD 11.5 million deferred consideration for the sale of Port Akdeniz (reduction in trade receivables). Adjusted for these two one-offs the movements in working capital are slightly higher than reported, which is a reflection of the working capital build-up as we come out of the cruise industry shut-down. Net interest expense of USD 36.2 million reflects the cash costs of the outstanding gross debt, with the increase compared with the USD 31.4 million incurred in 2021, primarily the result of the increased borrowings at Nassau Cruise Port and the fact that the first interest payment for the local bond in Nassau, issued in June 2020, was made for the first full year in June 2021 (vs. semi-annual interest payments going forward). Net capital expenditure including advances of USD 107.5 million, primarily reflects the continued investment in Nassau Cruise Port, advances given for tangible assets were USD 13.7 million (2021: USD 9.7 million), which are paid for future capital expenditure.
Debt Gross debt at 31 March 2022 was USD 598.6 million compared with USD 548.9 million at 31 March 2021. Excluding IFRS-16 finance leases, gross debt at 31 March 2022 was USD 534.7 million compared with USD 483.0 million at 31 March 2021. The increase in the gross debt liabilities was primarily driven by the USD 110 million of new notes issued in Nassau for investment in the port, partially offset by the repayment of the USD 250 million Eurobond through the use of cash resources and the new secured loan from Sixth Street, as well as scheduled repayment of other borrowings. Pre-IFRS 16 net debt was USD 435.0 million at 31 March 2022 compared with USD 312.4 million at 31 March 2021. This increase was driven by the movement in gross debt described above and the cash resources used to partially tender and eventually fully repay the Eurobond. During the Reporting Period, GPH refinanced the USD 250 million Eurobond ahead of the scheduled maturity in November 2021, through a combination of proceeds from Port Akdeniz and a new five-year, senior secured loan agreement for up to USD 261.3 million with leading global investment firm Sixth Street. The loan agreement provides for two term loan facilities, an initial five-year term facility of USD 186.3 million and an additional five-year growth facility of up to USD 75.0 million, which remained undrawn as of 31 March 2022. Capital commitments The committed investments in Nassau continue to progress in line with our plans and commitments. The marine works in Nassau have been essentially completed and the second phase of the investment programme, the landside works, continues to progress to plan. This work is currently scheduled to be completed by the end of the 2023 Reporting Period. The financing of the remaining works has been secured through USD 110 million of non-recourse notes issued during the Reporting Period and a USD 50 million equity capital increase subscribed by the Group and our local partners in Nassau Cruise Port, pro-rata to shareholdings. After the end of the Reporting Period we announced that Global Ports Canary Islands S.L. (“GPCI”), a 80:20 joint venture between GPH and local partner, Sepcan S.L. had agreed a 40-year concession for Las Palmas de Gran Canaria, the Canary Islands. GPCI continues to work towards finalising 20-year concessions for the port of Arrecife and Puerto del Rosario in the Canary Islands. GPCI will invest approximately EUR 40 million into constructing new cruise terminals and modular terminal facilities at these ports. The debt financing for this project is expected to be secured by local banks, and GPH is in advanced discussion regarding the financing.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements.
The accompanying notes are an integral part of these financial statements. 1 Basis of preparation
Global Ports Holding PLC is a public company, listed on the Standard Listing segment of the London Stock Exchange incorporated in the United Kingdom and registered in England and Wales under the Companies Act 2006. The address of the registered office is 34 Brook Street 3rd Floor, London W1K 5DN, United Kingdom. The majority shareholder of the Company is Global Yatırım Holding.
These consolidated financial statements of Global Ports Holding PLC (the “Company”, and together with its subsidiaries, the “Group”) for the year ended 31 March 2022 and this release were authorised for issue in accordance with a resolution of the Directors on 27 July 2022.
These condensed Financial Statements for the year ended 31 March 2021 have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. They have been prepared in accordance with EU endorsed International Financial Reporting Standards (“IFRSs”) but do not comply with the full disclosure requirements of these standards. The financial information set out above does not constitute the company's statutory accounts for the year period ended 31 March 2021 or for the 15 month period ended 31 March 2021.
Statutory financial statements for the year ended 31 March 2022, which have been prepared on a going concern basis, will be delivered to the Registrar of Companies in due course. The auditor has reported on those financial statements. Their report was not qualified, did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.
Accounting policies
With the exception of those changes described below the accounting policies adopted of these Condensed Financial Statements are consistent with those described on pages 138 – 157 of the Annual Report and Financial Statements for the 15 month period ended 31 March 2021.
In the year ended 31 March 2022, the Group applied a number of amendments to IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 April 2021.
The Group has implemented the decisions taken by IASB, published in May 2020, to provide lessees with an exemption from assessing whether a COVID-19-related rent concession is a lease modification. On issuance, the practical expedient was limited to rent concessions for which any reduction in lease payments affects only payments originally due on or before 30 June 2021, but period was extended by IASB since the effects of the COVID-19 pandemic are ongoing and significant. The Group has applied this interpretation in the financial period commencing from 1 January 2020. The impact of that application is limited and caused the Group to recognize an additional USD 964 thousand of other income (2021: USD 682 thousand).
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Commercial and Cruise business models on pages 12 to 15 of the Annual Report. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial review on pages 34 to 39 of the Annual Report. In addition, Notes 3 and 37 to the financial statements include the Group’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.
The Group’s portfolio consists of investments in or management of 20 cruise ports and one commercial port in 13 countries which diversifies economic and political risks. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully because of the benefits of diversification.
The principal events and conditions identified by the Group that have the most significant impact on the going concern of the Group are:
The Covid-19 outbreak that spread across the globe and preventive actions that have been taken into place to respond to the outbreak causes disruptions to business activities in all countries and affect the economic conditions adversely, both locally and globally. As a result of this outbreak, Group has faced significant amount of cancellation in cruise calls throughout the reporting period in its Cruise business. Management has taken major actions such as cancellation of dividend payments, postponement of wages of Board of Directors, reduction in consultancies, cessation of marketing activities and travels unless necessary, and stopping new port investments except those required.
The Group has successfully addressed the refinancing of the Group’s USD 250 million Eurobond issued by Global Liman which had a maturity of 14 November 2021. In May 2021, the Group has entered into a new five-year, senior secured loan agreement for up to USD 261.3 million with the leading global investment firm Sixth Street to refinance the remaining Eurobond in full. The Sixth Street loan agreement reached financial close and the Eurobond has been refinanced in full at the end of July 2021. Under the terms of the Facility Agreement, the Company will have the ability to select from a range of interest payment options including an all-cash interest rate, a cash interest rate of LIBOR +5.25% plus PIK rate, or a PIK only rate of LIBOR +8.5% up until December 2022. The loan is repaid with a bullet payment at final maturity in July 2026. Accordingly, the Group, at its discretion, will not be required to make any debt service payments (principal or interest) until 31 December 2022 for this loan facility.
Additionally, management is in close contact with its banking partners related to its current financial liabilities; covenant compliance for Port of Adria has been waived and postponed until early 2024, and covenants compliance for Valletta Cruise Port and Barcelona Port Investment has been waived until 31 December 2022.
As of the date of this report, Cruise operations have restarted again following the closing of cruise operations in March 2020. The expectation of the sector, underpinned by agreement on health protocols with relevant authorities to contain the risk of spread of Covid-19, is a gradual revamp of cruise operations all over the world until a return to operation of all cruise ships by the end of the calendar year 2022. The Group has carried out a detailed traffic study which concluded that the Group’s cruise ports will recover in 2022, adhering to the initial forecast with a slow acceleration after the restart of operation late 2020 in Europe and in the second quarter of 2021 in the Caribbean. This recovery is expected to increase gradually until Q2 of financial year 2023 (June to September 2022) and by Q3-2023, management expected operations to reach its normalized, pre-Covid level and the return of regular business cycle.
The Group believes it is well placed to manage its business risks successfully despite the fact that there is still an impact of Covid-19 on current operations. The recovery of the cruise sector is supported by the positive economic outlook, increasing vaccination rates which together with other measures have led to a sharp decrease in Covid-19 cases in the key cruise source markets and the establishment of adequate health and safety protocols for cruise operations. As of report date, most countries cancelled even their Covid 19 measures, supporting the conclusion of management on the recovery of cruise sector.
Group management believes that the Group is well placed to manage its financing and other business risks satisfactorily and have a reasonable expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these consolidated financial statements. Group management consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.
2 Segment reporting
The Group operates various cruise and commercial ports and all revenue is generated from external customers such as cruise liners, ferries, yachts, individual passengers, container ships and bulk and general cargo ships.
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision-maker, in deciding how to allocate resources and assessing performance.
The Group has identified two main segments, commercial and cruise businesses. Under each main segment, Group had presented its operations on port basis as an operating segment, as each port represents a set of activities which generates revenue and the financial information of each port is reviewed by the Group’s chief operating decision-maker in deciding how to allocate resources and assess performance. Spanish Ports are aggregated due to the Group’s operational structure. The Group’s chief operating decision-maker is the Chief Executive Officer (“CEO”), who reviews the management reports of each port at least on a monthly basis. Following the disposal of Port Akdeniz, the only port within the commercial segment is Port Adria.
The CEO evaluates segmental performance on the basis of earnings before interest, tax, depreciation and amortisation excluding the effects of specific adjusting income and expenses comprising project expenses, bargain purchase gains and reserves, board member leaving fees, employee termination payments, unallocated expenses, finance income, finance costs, and including the share of equity-accounted investments which are fully integrated into GPH cruise port network (“Adjusted EBITDA” or “Segmental EBITDA”). Adjusted EBITDA is considered by Group management to be the most appropriate profit measure for the review of the segment operations because it excludes items which the Group does not consider to represent the operating cash flows generated by underlying business performance. The share of equity-accounted investees has been included as it is considered to represent operating cash flows generated by the Group’s operations that are structured in this manner.
The Group has the following operating segments under IFRS 8:
The Group’s reportable segments under IFRS 8 are BPI, VCP, Ege Liman, Nassau Cruise Port, Antigua Cruise Port, and Port of Adria (Commercial port operations).
Bodrum Cruise Port, Italian Ports (Cagliari, Catania, and Taranto under Port Operation Holding), Kalundborg, Port of Adria (Cruise Operations), GP Med, Shore, Balearic, GPS Med and Equity accounted investees are not exceeding the quantitative threshold, have been included in Other Cruise Ports.
Global Liman, BPI, Global BV, GP Melita, POH, GP Netherlands, Global Depolama, GPH Americas, and GPH Bahamas do not generate any revenues and therefore is presented as unallocated to reconcile to the consolidated financial statements results.
Assets, revenue and expenses directly attributable to segments are reported under each reportable segment.
Any items which are not attributable to segments have been disclosed as unallocated. 2 Segment reporting (continued)
The following is an analysis of the Group’s revenue, results and reconciliation to profit before tax by reportable segment:
(*) Please refer to glossary of alternative performance measures (APM). (**) See Note 4. The Group did not have inter-segment revenues in any of the periods shown above.
2 Segment reporting (continued)
The following is an analysis of the Group’s assets and liabilities by reportable segment as at 31 March 2022 and 31 March 2021.
2 Segment reporting (continued)
The following table details other segment information for the year and 15 month period ended:
(*) Non-current assets exclude those relating to deferred tax assets and financial instruments (including equity-accounted investees).
2 Segment reporting (continued)
The Port operations of the Group are managed on a worldwide basis, but operational ports and management offices are primarily in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua & Barbuda, Italy and Croatia. The geographic information below analyses the Group’s revenue and non-current assets by countries. In presenting the following information, segment revenue has been based on the geographic location of port operations and segment non-current assets were based on the geographic location of the assets.
Non-current assets relating to deferred tax assets and financial instruments (including equity-accounted investments) are presented as unallocated.
IFRIC 12 construction revenue relates entirely to ongoing construction at Nassau Cruise Port. Excluding IFRIC 12 revenue, the Group did not have a single customer that accounted for more than 10% of the Group's consolidated revenue in any of the periods presented.
3 Transactions with owners of the company
The Group acquired minority shares of Malaga Port on 23 January 2020. 20% of total shares of Malaga Port owned by Malaga Port Authority acquired by Creuers. Total consideration paid for 20% shares amounted to Eur 1,540 thousand (USD 1,707 thousand). Minority interest regarding this 20% shares of Malaga Port as of 31 December 2019 was 1,853 thousand, which was reversed for finalization of acquisition accounting.
3 Transactions with owners of the company (continued)
The Group took over all shares of Ravenna Passenger Terminal on 5 July 2020. Ravenna Passenger Terminal’s equity was negative after the year end 2019 accounts. Accordingly, a raise on equity was compulsory for regulatory reasons. None of the minority shareholders accepted to inject equity to the Company, and current equity of EUR 50 thousand (USD 57 thousand) offset against retained earning losses. The Group decided to keep the company operative, so accepted to inject new equity of EUR 20 thousand (USD 23 thousand) and offset remaining losses of EUR 57 thousand (USD 64 thousand). As a result of this transaction, the Group become only shareholder of Ravenna Passenger Terminal. Minority interest provided for 46% shares of the Port as of 31 December 2019 was USD 52 thousand losses, resulting a decrease in equity attributable to owners of the company amounting to USD 50 thousand and translation reserves by USD 2 thousand.
In relation to the Group’s subsidiary Bodrum Cruise Port, the directors decided to increase paid in capital of the Company by TL 7,924 thousand (USD 1,208 thousand) from TL 18,000 thousand (USD 12,726 thousand) to TL 25,924 thousand (USD 13,933 thousand) on 26 November 2020. Minority shareholders paid USD 483 thousand of total share capital increase.
4 Discontinued operation
Following a strategic review the Group has announced in July 2019 that is will focus on cruise operations and has launched a disposal process for certain assets. As a result of such disposal process, the Group has, following a period of exclusive negotiations, entered into a conditional sale and purchase agreement (“SPA”) on 21 October 2020 to sell Ortadoğu Antalya Liman Işletmeleri ("Port Akdeniz") to QTerminals W.L.L. ("QTerminals" or “Purchaser”), a Qatari commercial port operating company, for an enterprise value of USD 140 million. After the approval of QTerminals' application by the Competition Authority, fulfilment of all prerequisites for the sale transaction and obtaining the necessary legal approvals, the sale was completed on January 25, 2021.
As a result of the adjustments made according to the net debt position of Port Akdeniz and debt-like items, the equity value sales price was realized as USD 115,159 thousand. Q Terminals has paid USD 103,643 thousand of the total amount in cash, and the balance amounting to USD 11,516 thousand has been withheld by the Purchaser will be paid in the fourth quarter 2021. In case any claims would arise under this agreement, the Group may cover those claims related to the sales transaction, after the full sales price is obtained on the last quarter of 2021, if applicable.
Port Akdeniz is classified as a discontinued operation because it represents a separate major line of business and geographic area of operations. Port Akdeniz was not previously classified as held-for-sale or as a discontinued operation. The comparative consolidated statement of profit or loss in the prior reporting period has been restated to show the discontinued operation separately from continuing operations.
4 Discontinued operation (continued)
The profit from the discontinued operation for the 15 month period ended on 31 March 2021 of USD 12,906 thousand (20.5 per share) is attributable entirely to the owners of the Company. Of the loss from continuing operations of USD 84,582 thousand, an amount of USD 71,208 thousand is attributable to the owners of the Company.
5 RevenueFor the year ended 31 March 2022 and for the 15 month period ended 31 March 2021, revenue comprised the following:
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers;
The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date on Commercial services provided to vessels and management agreements. The contract assets are transferred to receivables when the rights become unconditional. This occurs when the Group issues an invoice to the customer.
The contract liabilities primarily relate to the advance consideration received from customers for services not yet been provided. These amounts will be recognised as revenue when the services has provided to customers and billed, which was based on the nature of the business less than one week period.
The amount of USD 318 thousand recognised in contract liabilities at the beginning of the period has been recognised as revenue for the period ended 31 March 2022.
The amount of revenue recognised in the period ended 31 March 2022 from performance obligations satisfied (or partially satisfied) in previous periods is USD 476 thousand. This is mainly due to the nature of operations.
No information is provided about remaining performance obligations at 31 March 2022 that have an original expected duration of one year or less, as allowed by IFRS 15. 6 Cost of sales
For the year ended 31 March 2022 and the 15 month period ended 31 March 2021, cost of sales comprised the following:
(*) 1,209 thousand USD (2021: 394 thousand USD) of total personnel expenses are related to outsourced personnel expenses. (**) For the 15 month period ended 31 March 2021, the Group has benefited from various supportive programs on personnel salaries and related tax liabilities announced by the governments of the operating countries amounting to USD 1,495 thousand as a decrease from Groups salary expenses, to eliminate the negative effects of the Covid-19 outbreak. Group applied for short-term work allowances and took advantage of opportunities such as postponing payments for social security cuts (2022: None).
7 Administrative expenses
For the year ended 31 March 2022 and the 15 month period ended 31 March 2021, administrative expenses comprised the following:
8 Other income and other expenses
During the year ended 31 March 2022 and for the 15 month period ended 31 March 2021, other income comprised the following:
(*) Italian and Spanish governments provided non-reimbursable Covid-19 support payments.
During the year ended 31 March 2022 and for the 15 month period ended 31 March 2021, other expenses comprised the following:
* Provisions booked under Other expenses composed of Nassau Ancillary contribution provision, legal provision and other provisions (see note 30).
9 Finance income and costs
During the year ended 31 March 2022 and for the 15 month period ended 31 March 2021 finance income comprised the following:
The income from financial instruments within the category financial assets at amortized cost is USD 455 thousand (31 March 2021: USD 553 thousand). Income from financial instruments within the category fair value through profit and loss is USD 188 thousand (31 March 2021: USD 72 thousand).
For the year ended 31 March 2022 and the 15 month period ended 31 March 2021, finance costs comprised the following:
(*) Ege Ports and Bodrum Cruise Port have functional currency of USD while their books are required to be kept as per Turkish Companies Law “VUK 213” article 215 in TL. All equity transactions are made in TL and transaction incurred during the year are being translated to USD resulting to foreign exchange differences on the profit or loss account.
The interest expense for financial liabilities not classified as fair value through profit or loss is USD 25,607 thousand (31 March 2021: USD 35,251 thousand). 10 Property and equipment
Movements of property and equipment for the year ended 31 March 2022 comprised the following:
10 Property and equipment (continued)
Movements of property and equipment for the 15 month period ended 31 March 2021 comprised the following:
(*) Refer to Note 4 “Discontinued operation”. 10 Property and equipment (continued))
As at 31 March 2022, the net book value of machinery and equipment purchased through leasing amounts to USD 0 thousand (31 March 2021: USD 5 thousand), and the net book value of motor vehicles purchased through leasing amounts to USD 2,157 thousand (31 March 2021: USD 2,993 thousand). In 2022, Group acquired machinery and equipment amounting USD 142 thousand through finance leases (31 March 2021: nil).
As at 31 March 2022 and 31 March 2021, according to the “TOORA” and “BOT” tender agreements signed with the related Authorities, at the end of the agreement periods, real estate with their capital improvements will be returned as running, clean, free of any liability and free of charge. The details of the pledge or mortgage on property and equipment regarding the loans and borrowings are explained in Note 32.
During the year ended 31 March 2022, no borrowing costs were capitalised into property and equipment (for 15 month period ended 31 March 2021: USD 2,286 thousand).
As at 31 March 2022, the insured amount of property and equipment amounts to USD 284,651 thousand (31 March 2021: USD 288,261 thousand).
11 Intangible assetsMovements of intangible assets for the year ended 31 March 2022 comprised the following:
11 Intangible assets (continued)
Movements of intangible assets for the 15 month period ended 31 March 2021 comprised the following:
* Refer to Note 4 “Discontinued operation” ** USD 3.587 thousand is impaired on Port of Adria Port operating rights. Details explained under recoverability of intangible assets.
The details of Port operation rights as at 31 March 2022 and 31 March 2021 are as follows:
All port operating rights have arisen as a result of IFRS 3 Business combinations, except Barcelona Port Investments, Ravenna Cruise Port, Catania Cruise Port and Nassau Cruise Port, which arose as a result of applying IFRIC 12. Each port represents a separate CGU as per IAS 36. For the year ended 31 March 2022, borrowing costs amounting USD 16,364 thousand were capitalized into intangible assets (2021: USD 9,569 thousand). No project expenses directly attributable to the creation of the port right have been capitalized as part of the port operating rights (2021: USD 7,500 thousand). Recoverability of intangible assets
Management prepared formal forecasts for all cruise ports and the commercial port operation for the respective remaining concession period, which are used to estimate their Value In Use (“VIU”). VIU calculations require subjective judgements based on a wide range of variables at a point in time including future passenger numbers or commercial volumes. Any significant decrease in variables used for value in use calculation is assessed as an impairment indicator. Due to the adverse impact of the Covid-19 pandemic on the Group’s trading, an indicator of impairment has been identified for all cruise ports within the Group (2021: Port of Adria was the only port with an indicator of impairment; USD 3,587 thousand was recognised). If the recoverable amount of an investment is estimated to be less than its carrying amount, the carrying amount of the investment is reduced to its recoverable amount and an impairment loss is recognised in the income statement. Each port represents a separate CGU. 11 Intangible assets (continued)
The Group uses the budget and long-term plan as approved by the board as the basis for the discounted cash flow models. The period over which cash flows have been projected is the length of the relevant concession agreement. The concession period has been used instead of 5 years (and a terminal value) as the concession length best represents the future use of the assets within the CGU. Management forecasted a recovery of number of passengers to pre-pandemic levels in the fiscal year 2023 period based on publications made by Cruise Industry stakeholders. Cash flows were estimated on this basis for following five years with the remaining concession term after 5 years having minimal estimated growth or industry growth. The key assumptions used in the estimation of the recoverable amount are set out below.
For all of the cruise ports, the recoverable amount estimated was in excess of the carrying amount of each CGU and thus no impairment has been recognised (2021: no impairment recognised) as the recoverable amount is higher than the carrying value of the respective CGU. For the commercial port, Port of Adria, the recoverable amount estimated was in excess of the carrying amount of that CGU as well, hence no impairment recognized (2021: impairment of USD 3,587 thousand).
Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s impairment evaluation and hence reported assets and profits or losses.
12 Equity-accounted investments
The nature of the operations and the locations of the equity-accounted investees of the Company are listed below:
Lisbon Cruise Terminals The Group has entered into the concession agreement of Lisbon Cruise Port within the framework of a public-service concession on 18 July 2014 as a part of the consortium comprising Global Liman, RCCL, Creuers and Group Sousa – Investimentos SGPS, LDA. The operation right of Lisbon Cruise Port has been transferred by the Port Authority of Lisbon to LCT-Lisbon Cruise Terminals, LDA, which was established by the Consortium on 26 August 2014. The Group has a 46.2% effective interest in Lisbon Cruise Terminals as at 31 March 2022, hence the Group can only appoint a minority of Directors to the Board and therefore does not have control over the entity. Lisbon Cruise Terminals has been recognised as an equity-accounted investee in the consolidated financial report as at and for the periods ended 31 March 2022 and 2021.
Singapore Port Barcelona Port Investments, S.L (“BPI”) was established as a joint venture between the Group and Royal Caribbean Cruises Ltd. (“RCCL”) on 26 July 2013 for the purpose of acquiring Creuers. GPH CPF has 62% ownership in BPI. Creuers holds a 100% interest in the port operation rights for the Barcelona cruise port, as well as an 100% interest in the port operation rights for the Malaga cruise port and a 40% interest in the port operation rights for the Singapore cruise port. Singapore cruise port has a fiscal year starting from 1 April and ending on 31 March. The effective interest held on Singapore cruise port is 24.8%. Singapore has been recognised as an equity-accounted investee in the consolidated financial report as at and for the periods ended 31 March 2022 and 2021.
Venice Investment Venezia Investimenti Srl is an international consortium formed for investing in Venezia Terminal Passegeri S.p.A (“VTP”). The international consortium formed as a joint venture by GPH, Costa Crociere SpA, MSC Cruises SA and Royal Caribbean Cruises Ltd each having a 25% share of the Company.
12 Equity-accounted investments (continued)
Goulette Cruise Holding Goulette Cruise Holding is a joint venture established 50%-50% between the Company and MSC Cruises S.A. ("MSC"), to acquire La Goulette Shipping Cruise, which operates the cruise terminal in La Goulette, Tunisia. The Company made a share capital contribution for its 50% shareholding amounting to €55 thousand and issued a loan of $6m in December 2019 to fund the acquisition of La Goulette Shipping Cruise proportionately to its share. The joint venture acquired the shares in La Goulette Shipping Cruise on 26 December 2019.
Pelican Peak Group invested Pelican Peak, a company established in Canada and operating in the Caribbean region to provide ancillary services to cruise passengers. The Group invested in Pelican Peak shares were made as part of the Group’s plans to integrate its services vertically and increase ancillary service opportunities of the Group.
Impairment analysis
Management prepared formal forecasts for Equity accounted investees for their remaining concession period, which are used to estimate their Value In Use (“VIU”). VIU calculations requires subjective judgements based on a wide range of variables at a point in time including future passenger numbers, growth forecast and discount rates. Due to the adverse impact of the Covid-19 pandemic on the Group’s trade, an indicator of impairment has been identified for all investments within the Group.
The recoverable amount of each investment is estimated using a value in use (VIU) model. The Group uses the budget and long-range plan as approved by the boards of respective entities as the basis for the discounted cash flow models. The period over which cash flows have been projected is the length of the relevant concession agreement. The concession period has been used instead of 5 years (and a terminal value) as the concession length best represents the future use of the assets.
For the investments of Venezia Investimenti, Singapore, Lisbon, Goulette and Pelican Peak the recoverable amount estimated was significantly in excess of the carrying amount of that investment and thus no impairment has been recognised (2021: in Venice, an impairment of USD 8.4 million has been recognised. The recoverable amount of the investment has been estimated as USD 2.5 million using a discount rate of 9.1% based on its value in use.).
For the year ended 31 March 2022
At 31 March 2022, Venezia Investimenti, Lisbon Cruise Terminals, Goulette Cruise Holding, Singapore Port and Pelican Peak are equity-accounted investees in which the Group participates.
12 Equity-accounted investments (continued)
The following table summarises the financial information of Goulette Cruise Holding, Venezia Investimenti, Lisbon Cruise Terminals, Singapore Port and Pelican Peak as included in the consolidated financial statements as at 31 March 2022. The table also reconciles the summarised financial information to the carrying amount of the Group’s interest in Lisbon Cruise Terminals and Singapore Port.
(*) Group has no obligation to fund the Goulette's operations or has made payments on behalf of the Goulette. The Group’s interest on Goulette is reduced to zero, yearly result recognized is the balance nullifying the equity.
As at 31 March 2022, the amounts in the above table include the following:
* Impairment loss booked in Singapore during FY2022 is related to bankruptcy of one of the Cruise Lines mostly operating in Asian region. For the year ended 31 March 2022, the Group’s share of profit and total comprehensive income is set out below:
For the 15 month period ended 31 March 2021
At 31 March 2021,Venezia Investimenti, Lisbon Cruise Terminals and Singapore Port are equity-accounted investees in which the Group participates.
The following table summarises the financial information of La Spezia, Venezia Investimenti, Lisbon Cruise Terminals and Singapore Port as included in the consolidated financial statements as at 31 March 2021. The table also reconciles the summarised financial information to the carrying amount of the Group’s interest in Lisbon Cruise Terminals and Singapore Port.
(*) Group has no obligation to fund the Goulette's operations or has made payments on behalf of the Goulette. The Group’s interest on Goulette is reduced to zero, yearly result recognized is the balance nullifying the equity.
As at 31 March 2021, the amounts in the above table include the following:
For the 15 month period ended 31 March 2021, the Group’s share of profit and total comprehensive income is set out below:
13 Cash and cash equivalents
As at 31 March 2022 and 31 March 2021, cash and cash equivalents comprised the following:
As at 31 March 2022 and 31 March 2021, maturities of time deposits comprised the following:
As at 31 March 2022 and 31 March 2021, the ranges of interest rates for time deposits are as follows:
As at 31 March 2022, cash at bank held at Antigua, Nassau Cruise Port, Ege Port and Port of Adria amounting to USD 11,962 thousand (31 March 2021: USD 15,639 thousand) is restricted due to debt service reserve amounts regarding financing agreements and subscription guarantees (Note 26). Debt service reserve guarantees were given for the following period’s interest and principal payment and can be used when requested for investment purposes.
The Group’s exposure to interest rate risk and sensitivity analysis for financial assets and liabilities is disclosed in Note 37.
14 Capital and reserves
The Company's shares are ordinary voting shares. There are no preferential rights attached to any shares of the Company.
The details of paid-up share capital as of 31 March 2022 and 31 March 2021 are as follows:
14 Capital and reserves (continued)
The translation reserves amounting to USD 46,459 thousand (31 March 2021: USD 58,779 thousand) are recognised as a separate account under equity and comprises foreign exchange differences arising from the translation of the consolidated financial statements of subsidiaries and equity-accounted investees from their functional currencies (Euro and TL) to the presentation currency USD.
Under the Turkish Commercial Code, Turkish companies are required to set aside first and second level legal reserves out of their profits. First level legal reserves are set aside as up to 5% of the distributable income per the statutory accounts each year. The ceiling of the first level reserves is 20% of the paid-up share capital. The requirement to set aside ends when the 20% of the paid-up capital level has been reached. Second level legal reserves correspond to 10% of profit distributed after the deduction of the first legal reserves and the minimum obligatory dividend pay-out, but holding companies are not subject to this regulation. There is no ceiling for second level legal reserves and they are accumulated every year. First and second level legal reserves cannot be distributed until they exceed 50% of the capital, but the reserves can be used for offsetting the losses in case free reserves are unavailable. As at 31 March 2022, the legal reserves of the Group amounted to USD 6,014 (31 March 2021: USD 6,014 thousand.
Net investment hedge
In the year ended 31 March 2022, the Company has no active net investment hedge arrangements.
As of 31 March 2021, the Company has used its US Dollar Eurobond financing in a net investment hedge of the US Dollar net assets of Ege Port, Bodrum Cruise Port and Port Akdeniz, and a foreign exchange loss recognised in other comprehensive income as a result of net investment hedging was USD 45,209 thousand).
As of 31 March 2021, the net investment hedge of the US Dollar net asset of Port Akdeniz has been eliminated with the disposal accounting. Total hedged amount on GLI (the group company held PA shares) accounts amounted to USD 223,934 thousand. Translation reserves created during elimination of Port Akdeniz equity (GLI, sub holding company, has TL functional currency, which resulted translation gains on the elimination of subsidiaries equity against its investments held in TL) created during PA consolidation was USD 216,235 thousand, leaving a loss of USD 7,699 thousand on the disposal transaction (refer to note 7).
Cash flow hedge
The Group entered into an interest rate swap as of 30 September 2014, in order to hedge its position against changes in interest rates. The effective portion of the cash flow hedge that was recognised in other comprehensive income was USD 253 thousand loss (31 March 2021: USD 469 thousand income). The amount that was reclassified from equity to profit and loss within the cash flow hedges – effective portion of changes in fair value line item for the year was USD 170 thousand (31 March 2021: USD 244 thousand) recognized as financial expenses on profit and loss statement.
14 Capital and reserves (continued)
The hedge instrument payments will be made in the periods shown below, at which time the amount deferred in equity will be reclassified to profit and loss:
On 17 May 2017, Global Ports Holding PLC was listed on the Standard Listing segment of the Official List and trading on the Main Market of the London Stock Exchange. As part of a restructuring accompanying the Initial Public Offering (“IPO”) of the Group on 17 May 2017, Global Ports Holding PLC replaced Global Liman Isletmeleri A.S. as the Group’s parent company by way of a Share exchange agreement. Under IFRS 3 this has been accounted for as a Group reconstruction under merger accounting. These consolidated financial statements have been prepared as a continuation of the existing Group. Merger accounting principles for this combination have given rise to a merger reserve of USD 225 million. This has been transferred from the merger reserve to retained earnings subsequent to the share capital reduction, as it does not have any features distinct from retained earnings.
Dividend distribution declarations are made by the Company in GBP and paid in USD in accordance with its articles of association, after deducting taxes.
The Board of the Company has decided to suspend dividends, until the situation related to spread of Covid-19 (“coronavirus”) improves. No dividend was decided or distributed during the year ended 31 March 2022 and 15 month period ended 31 March 2021.
The Group has not made any dividends distribution to non-controlling interests during the year ended 31 March 2022 (Dividends to non-controlling interests totalled USD 237 thousand in the 15 month period ended 31 March 2021 and comprised a distribution of USD 24 thousand made to other shareholders by Valletta Cruise Port fully in cash, and a distribution of USD 213 thousand made to other shareholders by Barcelona Port Investments fully paid in cash).
15 Loans and borrowings
As at 31 March 2022 and 31 March 2021, loans and borrowings comprised the following:
As at 31 March 2022 and 31 March 2021, the maturity profile of long-term loans and borrowings comprised the following:
As at 31 March 2022 and 31 March 2021, the maturity profile of lease obligations comprised the following:
15 Loans and borrowings (continued)
Details of the loans and borrowings as at 31 March 2022 are as follows:
* IFRS 16 Finance Leases 15 Loans and borrowings (continued)
Details of the loans and borrowings as at 31 March 2021 are as follows:
15 Loans and borrowings (continued)
Detailed information relating to significant loans undertaken by the Group is as follows:
Nassau Cruise Port has issued three additional tranches of unsecured notes with a total nominal volume of USD 110 million pursuant to note purchase agreements dated 24 June 2021, 29 September 2021 and 22 November 2021. Notes have a fixed coupon of 5.29%, 5.42% and 7.50% respectively, payable semi-annually starting 31 December 2021. Final maturity of the notes is 31 December 2040 (amortising), 31 December 2031 (bullet repayment) and 31 December 2029, respectively.
15 Loans and borrowings (continued)
The bonds and the notes are general obligation of Nassau Cruise Port and not secured by any specific collateral or guarantee. No other entity of the Group has provided any security or guarantee with respect to the Nassau Cruise Port bond and notes. The bonds and the notes contain a covenant that Nassau Cruise Port must maintain a minimum debt service coverage ratio of 1.30x prior to the distribution of any dividends to shareholders.
Reconciliation of movements of liabilities to cash flows arising from financing activities
16 Earnings / (Loss) per share
The Group presents basic earnings per share (“basic EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, less own shares acquired.
The Group has a share-based payments as part of its long-term incentive plan to directors and senior management. The shares to be granted to the participants of the scheme are only considered as potential shares when the market vesting conditions are satisfied at the reporting date. None of the market conditions are satisfied at the reporting date and therefore there is no dilution of the earnings per share or adjusted earnings per share (please refer to the glossary of APMs). There are no other transactions that can result in dilution of the earnings per share or adjusted earnings per share (please refer to the glossary of APMs).
Earnings per share is calculated by dividing the profit attributable to ordinary shareholders, by the weighted average number of shares outstanding.
17 Commitments and contingencies
There are pending lawsuits that have been filed against or by the Group. Management of the Group assesses the possible results and financial effects of these lawsuits at the end of each period and as a result of these assessments, the required provisions are recognised for the possible expenses and liabilities. The total provision amount that has been recognised as at 31 March 2022 is USD 678 thousand (31 March 2021: USD 6,118 thousand).
The information related to the significant lawsuits that the Group is directly or indirectly a party to, is outlined below:
The Port of Adria-Bar (Montenegro) is a party to the disputes arising from the collective labour agreement executed with the union by Luka Bar AD (former employer/company), which was applicable to Luka Bar AD employees transferred to Port of Adria-Bar. The collective labour agreement has expired in 2010, before the Port was acquired by the Group under the name of Port of Adria-Bar. However, a number of lawsuits have been brought in connection to this collective labour agreement seeking (i) unpaid wages for periods before the handover of the Port to the Group, and (ii) alleged underpaid wages as of the start of 2014. On March 2017, the Supreme Court of Montenegro adopted a Standpoint in which it is ruled that collective labour agreement cannot be applied on rights, duties and responsibilities for employees of Port of Adria-Bar after September 30th, 2010. Although the Standpoint has established a precedent that has applied to the claims for the period after September 30th, 2010; there are various cases pending for claims related to the period of October 1st, 2009 - September 30th, 2010. In respect of the foregoing period of one year, the Port of Adria-Bar has applied to the Constitutional Court to question the alignment of the collective labour agreement with the Constitution, Labor Law and general collective agreement. The Port of Adria-Bar was notified that the application for initiating the procedure for reviewing the legality of the Collective Agreement has been rejected due to a procedural reason, without evaluating the arguments submitted. On May 17, 2021, the Supreme Court dismissed Port of Adria's case and confirmed and accepted the applicability of the conflicting articles of the collective bargaining agreement in terms of employees' lawsuits for employees.
As of 31 March 2022, the Group has allocated a provision expense of USD 655 thousand for this lawsuit in its consolidated financial statements (31 March 2021: USD 3,076 thousand) (note 30). 17 Commitments and contingencies (continued)
As at 31 March 2022 and 31 March 2021, the letters of guarantee given comprised the following:
(*) Venetto Sviluppo (“VS”), the 51% shareholder of APVS, which in turn owns a 53% stake in Venezia Terminal Passegeri S.p.A (VTP), has a put option to sell its shares in APVS partially or completely (up to 51%) to Venezia Investimenti (VI). This option originally can be exercised between 15th May 2017 and 15th November 2018, extended until the end of November 2023. If VS exercises the put option completely, VI will own 99% of APVS and accordingly 71.51% of VTP. The Group has given a guarantee letter for its portion of 25% to VS, which serves as a security of the full amount of the put option mentioned above.
Other collaterals are disclosed in Note 15.
Ege Liman
The details of the TOORA (“Transfer of Operational Rights Agreement”) dated 2 July 2003, executed by and between Ege Liman and OIB together with TDI are stated below:
The agreement allows Ege Liman to operate Ege Ports-Kuşadası for a term of 30 years for a total consideration of USD 24.3 million which has already been paid. Ege Liman's operation rights extend to port facilities, infrastructure and facilities which are either owned by the State or were used by TDI for operating the port, as well as the duty-free stores leased by the TDI. Ege Liman is entitled to construct and operate new stores in the port area with the written consent of the TDI.
Ege Liman is able to determine tariffs for Ege Ports- Kuşadası's port services at its own discretion without TDI's approval (apart from the tariffs for services provided to Turkish military ships).
The TOORA requires that the foreign ownership or voting rights in Ege Liman do not exceed 49%. Pursuant to the terms of the TOORA, the TDI is entitled to hold one share in Ege Liman and to nominate one of Ege Ports – Kuşadası's board members. Global Liman appoints the remaining board members and otherwise controls all operational decisions associated with the port. Ege Ports-Kuşadası does not have the right to transfer its operating rights to a third party.
Ege Liman is liable for the maintenance of the port together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Government at a specific condition, while the movable properties stay with Ege Liman.
Bodrum Liman The details of the BOT Agreement dated 23 June 2004, executed by and between Bodrum Liman and the DLH are stated below:
Bodrum Liman had to construct the Bodrum Cruise Port in a period of 1 year and 4 months following the delivery of the land and thereafter, will operate the Bodrum Cruise Port for 12 years. The final acceptance of the construction was performed on 4 December 2007, and thus the operation period has commenced.
Bodrum Liman also executed an extension on prior Concession Agreement with the General Directorate of National Property on 15 November 2018 ("Bodrum Port Concession Agreement"). The BOT Agreement is attached to the Bodrum Port Concession Agreement and Bodrum Liman is entitled to use the Bodrum Cruise Port under these agreements for an extended period of 49 years starting from 31 December 2019. The BOT Agreement permits Bodrum Liman to determine tariffs for Bodrum Cruise Port's port services at its own discretion, provided that it complies with applicable legislation, such as applicable maritime laws and competition laws. 17 Commitments and contingencies (continued)
c) Contractual obligations (continued)
Bodrum Liman (continued)
Bodrum Liman was required to pay the Directorate General for Infrastructure Investments a land utilisation fee. This fee increases by Turkish Consumer Price index each year. With the extension signed, this fee will be revised yearly as per the agreement between Company and Directorate General.
Bodrum Liman is liable for the maintenance of the Port together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Government at a specific condition, while the movable properties stay with Bodrum Liman.
Port of Adria
The details of the TOORA Contract dated 15 November 2013, executed by and between Global Liman and the Government of Montenegro and AD Port of Adria-Bar are stated below:
Global Liman will be performing services such as repair, financing, operation, maintenance in the Port of Adria for an operational period of 30 years (terminating in 2043).
Port of Adria has an obligation to pay to the Government of Montenegro (a) a fixed concession fee in the amount of Euro 500,000 per year; (b) a variable concession fee in the amount of Euro 5 per twenty-foot equivalent (“TEU”) (full and empty) handled over the quay (ship-to-shore and shore-to-ship container handling), no fees are charged for the movement of the containers; (c) a variable concession fee in the amount of Euro 0.20 per ton of general cargo handled over the quay (ship-to-shore and shore-to-ship general cargo handling). However, pursuant to Montenegrin Law on Concessions, as an aid to the investor for investing in a port of national interest, the concession fee was set in the amount of Euro 1 for the period of three years starting from the effective date of the TOORA Contract. Tariffs for services are regulated pursuant to the terms of the concession agreement with the Montenegro port authority, where the maximum rates are subject to adjustments for inflation.
For the first three years of the agreement, Port of Adria had to implement certain investment and social programmes outlined in the agreement and had to commit Euro 13.6 million towards capital expenditure during that period. This included launching and investing Euro 6.5 million in certain social programmes at Port of Adria Bar such as retrenching employees, the establishment of a successful management trainee programme, and subsidising employees to attend training and acquire additional qualifications, as well as the provision of English lessons to employees. All the relevant investment requirements already performed by Port of Adria at the end of 2016.
Port of Adria is liable for the maintenance of the Port of Adria together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Government of Montenegro at a specific condition, while the movable properties stay with Port of Adria.
Barcelona Cruise Port
The details of the TOORA Contract dated 29 July 1999, executed by and between Creuers del Port de Barcelona and the Barcelona Port authority are stated below:
Creuers del Port de Barcelona, S.A. (“Creuers”) will be performing the management of port services related to the traffic of tourist cruises at the Port of Barcelona, as well as the development of commercial complementary activities corresponding to a seaport, in Adossat Wharf in Barcelona for an operational period of 27 years. The port operation rights for Adossat Wharf (comprised of Terminals A and B) terminates in 2030. The Port concession period can be extended automatically for three years provided that (i) Creuers has complied with all the obligations set forth in the Port Concession; and (ii) Creuers remains rendering port services on tourist cruises until the expiry of the extended term. Therefore, the concession the concession period is considered to be 30 years.
Creuers is liable for the maintenance of Adossat Wharf Terminals A and B, as well as ensuring that port equipment is maintained in good repair and in operating condition throughout its concession period. For the detailed maintenance and investment requirements, explained in the concession agreement, replacement provision has provided in the financials of the Company in the Note 30. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Barcelona Port Authority. 17 Commitments and contingencies (continued)
Barcelona Cruise Port (continued)
The concession is subject to an annual payment, which consisted of the following fees: (i) a fee for the occupancy of the public land at the port, (ii) a fee for the operation of public land for commercial activities, and (iii) a general service fee.
The details of the TOORA Contract dated 26 July 2003, executed by and between Creuers and the Barcelona Port authority are stated below:
Creuers will be performing the management of port services related to the traffic of tourist cruises at the Port of Barcelona, as well as the development of commercial complementary activities corresponding to a seaport, in WTC Wharf in Barcelona for an operational period of 27 years. The port operation rights for the World Trade Centre Wharf (comprised of Terminals N and S) terminate in 2027. However, the Port concession period can be extended automatically for three years provided that (i) Creuers has complied with all the obligations set forth in the Port Concession; and (ii) Creuers remains rendering port services on tourist cruises until the expiry of the extended term. Therefore, the concession period is considered as 30 years. Creuers is liable for the maintenance of Adossat Wharf Terminals N and S together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Barcelona Port Authority.
Malaga Cruise Port
The details of the TOORA Contract dated 9 July 2008, executed by and between Cruceros Malaga and the Malaga Port authority are stated below:
Cruceros Málaga, S.A. obtained an administrative concession to occupy the Levante Terminal of the Malaga Port and its exploitation, for a 30-year period, terminating in 2038. The concession term can be extended for up to fifteen years, in two terms of 10 and 5 additional years (extending the total concession period to 45 years), due to an amendment to the Malaga Levante Agreement approved by the Malaga Port Authority in its resolution dated 28 October 2009. These extensions require (i) the approval by the Malaga Port Authority and (ii) Cruceros Malaga to comply with all of the obligations set forth in the concession. Cruceros will perform passenger services, terminal usage and luggage services, as well as undertake general maintenance of the Levante Terminal. Cruceros is responsible for ensuring that the port equipment is maintained in good repair and operating condition throughout the concession term.
The concession is subject to an annual payment, which consisted of the following fees: (i) a fee for the occupancy of the public land at the port, and (ii) a fee for the operation of public land for commercial activities.
The details of the TOORA Contract dated 11 December 2011, executed by and between Cruceros Malaga and the Malaga Port authority are stated below:
Cruceros Málaga, S.A. obtained an administrative concession to occupy El Palmeral Terminal of the Malaga Port and its exploitation, for a 30-year period, terminating in 2042. Cruceros will perform passenger services, terminal usage and luggage services, as well as undertake general maintenance of the El Palmeral Terminal. Cruceros is responsible for ensuring that the port equipment is maintained in good repair and operating condition throughout the concession term.
The concession is subject to an annual payment, which was Euro 154,897 in 2016, which consisted of the following fees: (i) a fee for the occupancy of the public land at the port, and (ii) a fee for the operation of public land for commercial activities.
17 Commitments and contingencies (continued)
Valletta Cruise Port
On 22 November 2001, VCP signed a deed with the Government of Malta by virtue of which the Government granted a 65-year concession over the buildings and lands situated in Floriana, which has an area of 46,197square metres (“sqm”). VCP will perform operation and management of a cruise liner passenger terminal and an international ferry passenger terminal together with complementary leisure facilities. The area transferred is used as follows: retail 6,854sqm, office 4,833sqm, terminal 21,145sqm and potential buildings 13,365sqm. A ground rent is payable by Valletta Cruise Port to the Government of Malta. At the end of each 12 months period, VCP is required pay to the Government of Malta (a) 15% of all revenue deriving from the letting of any buildings or facilities on the concession site for that 12-month period, and (b) 10% of revenue deriving from passenger and cruise liner operations, subject to the deduction of direct costs and services from the revenue upon which 10% fee is payable.
Catania Cruise Terminal
On 18 October 2011, Catania Cruise Terminal SRL (“CCT”) signed a deed with the Catania Port Authority by virtue of which the Port Authority granted a 15-year concession over the passenger terminal area situated on Catania City Center. CCT will perform operation and management of a cruise passenger terminal in the area.
A fixed rent is payable by CCT to the Port Authority in the sum of Euro 135,000.00 for each year during the concession period.
Cagliari Cruise Terminal
On 14 January 2013, Cagliari Cruise Port S.r.l (“CCP”) signed a deed with the Cagliari Port Authority by virtue of which the Port Authority granted a 15-year concession over the passenger terminal area situated within Cagliari Port. CCT will perform operation and management of a cruise passenger terminal in the area.
A fixed rent is payable by CCP to the Port Authority in the sum of Euro 44,315.74 for each year during the concession period.
Taranto Cruise Port
On 5 May 2021, Taranto Cruise Port Srl (“TCP”) signed a deed with the Port of Taranto Authority by virtue of which the Port Authority granted a 20-year concession over the passenger terminal area situated within Taranto Port. TCP will perform operation and management of a cruise passenger terminal in the area.
A fixed rent is payable by TCP to the Port Authority Euro 12,000 for each year starting from first year of concession period, increasing yearly basis up to Euro 52,000 until end of concession period.
Nassau Cruise Port
On 28 August 2019, Nassau Cruise Port Ltd (“NCP”) signed a port operation and lease agreement (“POLA”) with the Government of The Bahamas by virtue of which the Government of The Bahamas granted a 25-year concession over the passenger terminal area situated within Nassau Cruise Port. The 25-year period will start from the completion of the redevelopment project. Effective from 9 October 2019, NCP manages and operates Nassau Cruise Port at Prince George Wharf, Nassau, The Bahamas. NCP will invest an amount of USD 250 million in expanding the capacity of the port. Investment amount also includes ancillary contributions made to local community to increase the wealth of people of Bahamas. These payments will be made as grant and partly as interest free loan.
The first phase of the construction has started in November 2020 and is expected to be completed in the second half of 2022. The second phase of the construction is expected to be completed by the end of the upcoming reporting period. Once construction has been completed total revenues are expected to be in the range of USD 35-40 million per annum.
Pursuant to the POLA, variable fee payment based on the number of passengers is made to the Government of The Bahamas starting from 9 October 2019. Until the redevelopment project is completed, a minimum fixed fee will be payable to the Government of The Bahamas amounting to USD 2 million. The minimum variable fee will be increased to USD 2.5 million from construction end date until the end of concession per annum.
17 Commitments and contingencies (continued)
Antigua Cruise Port
On 31 January 2019, GPH (Antigua) Ltd signed a concession agreement with the Government of Antigua and Barbuda and Antigua and Barbuda Port Authority by virtue of which it is granted with a 30-year concession over the passenger terminal area situated within Antigua Cruise Port. Effective from 23 October 2019, GPH (Antigua) Ltd has assumed the operation and management of the cruise port in St John’s, Antigua and Barbuda.
As part of its obligations under the concession agreement, GPH (Antigua) Ltd. has repaid the existing bond of USD 21 million and invested an additional of USD 22 million to complete the new pier and dredging works to accommodate the largest cruise ships in the world. All such investments have been partially financed through non-recourse project finance and the Group’s cash equity contribution of 27.5% at financial close. A variable fee payment based on the number of passengers will be made to the contracting authority with a minimum fee guarantee. From the 21st year of the concession, GPH (Antigua) Ltd. will pay a share of its annual revenue to the contracting authorities.
Kalundborg Cruise Port
On 15 October 2021, GPH (Kalundborg) ApS (“GPH Kal”) signed a deed with the Port Authority of Kalundborg by virtue of which the Port Authority granted a 20-year lease to manage cruise services in Kalundborg Port. As part of its obligations under the lease agreement, GPH Kal will invest up to €6m by the end of 2025 into a purpose-built cruise terminal. GPH Kal has taken over cruise port operations on 16 February 2022.
A fixed rent is payable by GPH Kal to the Port Authority DKK 375 thousand for the first year of lease period, which will grow in steps to DKK 500 thousand by third year of lease and by Denmark CPA index yearly basis until end of lease.
18 Leases
Lease as lessee (IFRS 16) The Group has entered into various operating lease agreements. In the periods presented, the Group's main operating lease arrangements as lessee are the port rent agreement of Valletta Cruise Port until 2066, Port of Adria until 2043, Creuers until 2033, Cruceros until 2043, Zadar Cruise Port until 2039, Antigua Cruise Port until 2049 and Bodrum Liman until 2067. Part of the concession agreements of Creuers and Cruceros relating to the occupancy of the public land at the port and the operation of public land for commercial activities, which are out of scope of IFRIC 12, have been accounted for under IFRS 16 – Leases.
The Company has a leasing agreement to rent its office at third floor offices at 34 Brook Street London. This lease has no purchase options or escalation clauses.
Right of use assets
Right-of-use assets related to leased properties that do not meet the definition of investment property are presented separately.
The Company has created right of use asset for Antigua Cruise Port after acquisition. A variable fee payment based on the number of passengers will be made to the Port Authority with a minimum fee guarantee. From the 21st year of the concession, ACP will pay a share of its annual revenue annually to the Port Authority. The Company has repaid outstanding loan amounting to USD 21,000 thousand on the initial acquisition date. The Company has recognized the loan and the discounted future payments as right of use asset and recognised an equivalent lease liability. 18 Leases (continued)
Right of use assets (continued)
Amounts recognized in profit or loss
Amounts recognized in statement of cash flows
Extension options
All concession agreements contain extension options exercisable by the Group. These options are exercisable with the submission of the extension request by the Group before expiry of current concession agreements. Extendable rights vary based on the country regulations, and current concession period. Extension options are evaluated by management on contract basis, and the decision is based on the Port’s performance, and possible extension period. Extension options in concession agreements are being provided for the continuation of the port’s operations. The extension options held are exercisable only by the Group and in some agreements subject to approval of the grantor. Accordingly, the Group includes only already signed contract periods for the concession life.
The Group has estimated that the potential future lease payments, should it exercise all extension options, would result in an increase in lease liability of USD 2,957 thousand (2021: USD 3,117 thousand).
Lease as lessor
The Group's main operating lease arrangements as lessor are various shopping centre rent agreements of Ege Port, Bodrum Cruise Port, Valletta Cruise Port, Barcelona Cruise Port, Malaga Cruise Port, Zadar Cruise Port, and Antigua Cruise Port. All leases are classified as operating leases from a lessor perspective.
The following table sets out a maturity analysis of lease receivables, showing the payments to be received after the reporting date.
During the year ended 31 March 2022, USD 4,687 thousand (15 month period ended 31 March 2021: USD 4,240 thousand) was recognised as rental income in the consolidated income statement and other comprehensive income.
19 Investment Property
See accounting policy in Note 3(l).
Reconciliation of carrying amount
Investment property comprises Valletta Cruise Port’s commercial property that is leased to third parties. Further information about these leases is included in Note 33.
20 Related parties
The Company has suspended its pursuit of a Premium Listing on the London Stock Exchange and agreed to terminate the Relationship Deed with GIH on 13 July 2020. These decisions have been taken in order to strengthen the Company's ability to respond to challenges created by ongoing Covid-19 disruption to the global travel sector and the economies in which the Group operates and provide additional options and flexibility for intercompany support by ultimate parent company.
All related party transactions between the Company and its subsidiaries have been eliminated on consolidation and are therefore not disclosed in this note.
20 Related parties (continued)
Due from related parties As at 31 March 2022 and 31 March 2021, current receivables from related parties comprised the following:
(*) These amounts are related with the work advances paid related with the services taken on utilities by Group Companies. The charged interest rate is 45.75% as at 31 March 2022 (31 March 2021: 16,75%). (**) The Company is providing financing to its Joint venture for the payment of La Goulette Shipping Company acquisition price and ongoing funding needs maturity of 5 years with bullet repayment at the end of term. Yearly interest up to 8% (2021: 8%) is accruing and paid at maturity.
Due to related parties
As at 31 March 2022 and 31 March 2021, current payables to related parties comprised the following:
(*) These amounts are related to professional services received. The charged interest rate is 47.50% as at 31 March 2022 (31 March 2021: 17.50%).
20 Related parties (continued)
Transactions with related parties For the year ended 31 March 2022 and 15 month period ended 31 March 2021, transactions with other related parties comprised the following:
As one of steps to expand the operations of the Group, a Port Operating and Lease Agreement (“POLA”) for Nassau Cruise Port was signed in 2019. During the period of the contract negotiation, the Group signed a contract with Turquoise Advisory Limited (“TAL”), which is a related party of the Group as it is owned by the General Manager and one of the Board members of NCP, being key management personnel. A contract was signed for the preparation of proposals for the port tender, negotiation of the POLA, realisation of the final partnership and financing structure, obtaining all the permits for the project, and taking an active role and providing assistance in all processes including project debt financing. The scope of the agreement was created by the Group with the aim of achieving the successful execution of the NCP venture (including financial and construction processes), and a success premium of USD 7.500 thousand was envisaged as a fair value of the payment to TAL, considering the economic impact of the project, in return for the successful completion of the terms of the POLA. Due to the fact that the project finance and construction approval and permission processes had not been met as of the 31 March 2021, no success premium was accruedat that time. The success premium was paid in the year of 2020 after the completion of the construction permit and acceptance processes, which are the integral elements of the contract, and the successful completion of the construction and financing. Apart from this agreement, the Group also signed a Consultancy agreement with TAL. Under this contract, TAL will help create new revenue streams for the various aspects of the project and for NCP during the lifetime of the POLA. The price of this contract was determined as 500 thousand USD annually. This contract was subsequently revised retrospectively to be effective as of May 2020, by mutual agreement of the parties. Collaboration between the Group and the owners of TAL, as individuals providing inter alia strategic advisory services, has started several years prior to the signing date of the POLA. Following the Group obtaining clarification in 2019 as to the potential partnership options for the NCP project, the above-mentioned contracts were signed in recognition of services delivered by the parties to date and in the future. NCP issued bonds on 10 May 2020 for the financing of its construction works related to port development. The total value of the bonds issued at that date amounted to USD 125 million with an interest rate of 8% (for details see Note 26). The Yes Foundation, a 2% minority shareholder of NCP, has bought bonds amounting to USD 1.35 million at the issuance. As at 31 March 2022 and 2021, these bonds were still held by the YES foundation. For the year ended 31 March 2022 and 15 month period ended 31 March 2021, GPH has not distributed any dividend to Global Yatırım Holding.
20 Related parties (continued)
Transactions with key management personnel Key management personnel comprised the members of the Board and GPH's senior management. For the year ended 31 March 2022 and 15 month period ended 31 March 2021, details of benefits to key management personnel comprised the following:
21 Events after the reporting date
As of 1 April 2022, Group has signed a 12-year concession, with a 6-year extension option, with the Tarragona Port Authority to manage the services for cruise passengers in Tarragona, Spain.
Global Ports Canary Islands S.L. ("GPCI"), an 80:20 joint venture between GPH and local partner Sepcan S.L., has agreed on the terms for a 40-year concession agreement to operate Las Palmas de Gran Canaria Cruise Port, Canary Islands, Spain. GPCI had been awarded preferred bidder status to operate cruise port concessions for Las Palmas Cruise Ports on 10 November 2021. This preferred bidder status covered concessions for the port of Las Palmas de Gran Canaria, port of Arrecife (Lanzarote) and Puerto del Rosario (Fuerteventura).
The Group, GPCI and the Port Authority of Las Palmas continue to work towards finalising the 20-year concessions for the port of Arrecife (Lanzarote) and Puerto del Rosario (Fuerteventura).
GPCI will invest approximately €40 million into constructing a new cruise terminal in Las Palmas and modular terminal facilities in Marmoles pier in Arrecife and Puerto del Rosario in Fuerteventura. The debt financing for this project is expected to be secured by local banks, and the Company is in advanced discussion regarding the financing.
On 15 June 2022 GPH confirmed that it had received an approach regarding a potential cash offer for all of the shares in the Company by SAS Shipping Agencies Services Sarl (‘SAS’), a wholly owned subsidiary of MSC Mediterranean Shipping Company. On 12 July 2022, GPH’s board of directors announced that it had terminated these talks and SAS confirmed that it did not intend to make an offer for GPH.
These financial statements includes certain measures to assess the financial performance of the Group’s business that are termed “non-IFRS measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These non-GAAP measures comprise the following;
Adjusted Revenue Adjusted revenue is calculated as revenue from all consolidated subsidiaries (cruise and commercial ports and other subsidiaries) excluding IFRIC-12 construction revenue.
Segmental EBITDA Segmental EBITDA calculated as income/(loss) before tax after adding back: interest; depreciation; amortisation; unallocated expenses; and specific adjusting items.
Management evaluates segmental performance based on Segmental EBITDA. This is done to reflect the fact that there is a variety of financing structures in place both at a port and Group-level, and the nature of the port operating right intangible assets vary by port depending on which concessions were acquired versus awarded, and which fall to be treated under IFRIC 12. As such, management considers monitoring performance in this way, using Segmental EBITDA, gives a more comparable basis for profitability between the portfolio of ports and a metric closer to net cash generation. Excluding project costs for acquisitions and one-off transactions such as project specific development expenses as well as unallocated expenses, gives a more comparable year-on-year measure of port-level trading performance.
Management is using Segmental EBITDA for evaluating each port and group-level performances on operational level. As per management’s view, some specific adjusting items included on the computation of Segmental EBITDA.
Specific adjusting items The Group presents specific adjusting items separately. For proper evaluation of individual ports financial performance and consolidated financial statements, Management considers disclosing specific adjusting items separately because of their size and nature. These expenses and income include project expenses; being the costs of specific M&A activities , the costs associated with appraising and securing new and potential future port agreements which should not be considered when assessing the underlying trading performance and the costs related to the refinancing of Group debts, the replacement provisions, being provision created for replacement of fixed assets which does not include regular maintenance, other provisions and reversals related to provisions provided, being related to unexpected non-operational transactions, impairment losses, construction accounting margin, being related to IFRIC 12 computation and main business of the Group is operating ports rather than construction, employee termination expenses, income from insurance repayments, income from scrap sales, gain/loss on sale of securities, other provision expenses, redundancy expenses and donations and grants.
Specific adjusting items comprised as following,
(*) This figure composed of expected impairment losses on receivables, provision expenses excluding vacation pay and replacement provisions (refer note 30), impairment losses related to assets (refer note 13) and impairment losses on receivables of Equity accounted investees (refer note 18).
Adjusted EBITDA Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses.
Management uses Adjusted EBITDA measure to evaluate Group's consolidated performance on an "as-is" basis with respect to the existing portfolio of ports. Notably excluded from Adjusted EBITDA, the costs of specific M&A activities and the costs associated with appraising and securing new and potential future port agreements. M&A and project development are key elements of the Group's strategy in the Cruise segment. Project lead times and upfront expenses for projects can be significant, however these expenses (as well as expenses related to raising financing such as IPO or acquisition financing) do not relate to the current portfolio of ports but to future EBITDA potential. Accordingly, these expenses would distort Adjusted EBITDA which management is using to monitor the existing portfolio's performance.
A full reconciliation for Segmental EBITDA and Adjusted EBITDA to profit before tax is provided in the Segment Reporting Note 5 to these financial statements.
Underlying Profit Management uses this measure to evaluate the profitability of the Group normalised to exclude the specific non-recurring expenses and income, non-cash foreign exchange transactions, and adjusted for the non-cash port intangibles amortisation charge, giving a measure closer to actual net cash generation, which the directors' consider a key benchmark in making the dividend decision. Underlying Profit is also consistent with Consolidated Net Income (‘CNI’), as defined in the Group's 2021 Eurobond, which had been monitored to ensure covenant compliance.
Underlying Profit is calculated as profit / (loss) for the year after adding back: amortization expense in relation to Port Operation Rights, non-cash provisional income and expenses, non-cash foreign exchange transactions and specific non-recurring expenses and income.
Adjusted earnings per share Adjusted earnings per share is calculated as underlying profit divided by weighted average per share.
Management uses these measures to evaluate the profitability of the Group normalised to exclude the gain on reversal of provisions, non-cash provisional income and expenses, gain or loss on foreign currency translation on equity, unhedged portion of investment hedging on Global Liman, adjusted for the non-cash port intangibles amortisation charge, and adjusted for change in accounting policies, giving a measure closer to actual net cash generation, which the directors' consider a key benchmark in making the dividend decision. Underlying Profit is also consistent with Consolidated Net Income (CNI), as defined in the Group's 2021 Eurobond, which is monitored to ensure covenant compliance. Management decided this year that in the light of a more meaningful presentation of the underlying profit, the unhedged portion of the investment hedge on Global Liman and any gain or loss on foreign currency translation on equity as explained in note 14 have been excluded.
Underlying profit and adjusted earnings per share computed as following;
(*) This figure composed of employee termination expense, replacement provision, and provisions / (reversal of provisions) under specific adjusting items.
Net debt Net debt comprises total borrowings (bank loans, Eurobond [in respect of the 15 month period ended 31 March 2021] and finance leases net of accrued tax) less cash, cash equivalents and short term investments. Management includes short term investments into the definition of Net Debt, because these short-term investment are comprised of marketable securities which can be quickly converted into cash. Net debt comprised as following:
Leverage ratio Leverage ratio is used by management to monitor available credit capacity of the Group. Leverage ratio is computed by dividing gross debt to Adjusted EBITDA. Leverage ratio computation is made as follows:
CAPEX CAPEX represents the recurring level of capital expenditure required by the Group excluding M&A related capital expenditure. CAPEX computed as 'Acquisition of property and equipment' and 'Acquisition of intangible assets' per the cash flow statement.
Cash conversion ratio Cash conversion ratio represents a measure of cash generation after taking account of on-going capital expenditure required to maintain the existing portfolio of ports. It is computed as Adjusted EBITDA less CAPEX divided by Adjusted EBITDA.
Hard currency Management uses the term hard currency to refer to those currencies that historically have been less susceptible to exchange rate volatility. For the year ended 31 March 2022 and the 15 month period ended 2021, the relevant hard currencies for the Group are US Dollar, Euro, Denmark Krona and Singaporean Dollar.
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ISIN: | GB00BD2ZT390 |
| Category Code: | FR |
| TIDM: | GPH |
| LEI Code: | 213800BMNG6351VR5X06 |
| Sequence No.: | 177577 |
| EQS News ID: | 1407577 |
| End of Announcement | EQS News Service |
|
|
Latest directors dealings
- 1 day ago IntegraFin Holding
- 1 day ago Spirent Communications
- 1 day ago CRH (CDI)
- 1 day ago Bezant Resources
- 1 day ago EJF Investments Ltd NPV