TIDMGMAA

RNS Number : 9160A

Gama Aviation PLC

28 September 2022

The information contained within this announcement is deemed to constitute inside information as stipulated under Article 7 of the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

28 September 2022

Gama Aviation Plc (AIM: GMAA)

("Gama", "the Company" or "the Group")

Unaudited interim results for the six months to 30 June 2022

Strategic focus and strong revenue growth underpins a solid financial performance

Gama Aviation Plc, the business aviation services company, is pleased to announce its unaudited results for the six months to 30 June 2022.

Financial Summary

 
                                  Adjusted(1) $m             Statutory $m 
---------------------------  ------------------------  ------------------------ 
                                               Jun-21                    Jun-21 
                                 Jun-22     Unaudited      Jun-22     Unaudited 
                              Unaudited   Restated(2)   Unaudited   Restated(2) 
---------------------------  ----------  ------------  ----------  ------------ 
Revenue                           139.3         107.3       139.3         107.3 
Gross profit                       29.5          22.3        29.5          22.3 
Gross profit %                    21.2%         20.8%       21.2%         20.8% 
EBITDA(3)                           9.2           4.9         6.3           6.1 
EBIT                                1.8         (2.7)       (1.7)         (2.1) 
Loss for the period               (0.8)         (3.4)       (3.8)         (2.8) 
Basic and diluted loss per 
 share (cents)                    (1.6)         (4.4)       (6.4)         (3.6) 
---------------------------  ----------  ------------  ----------  ------------ 
 

(1) The Alternative Performance Measures (APMs) are defined in Note 4 of the notes to the financial statements and reconciled to the nearest IFRS measure. APMs include Adjusted Revenue, Adjusted Gross Profit, Adjusted EBIT and Net debt. APMs also include organic and constant currency Revenue, Gross Profit and Adjusted EBIT

(2) Restatements, resulting largely from the apportionment of previously disclosed full year restatements, are detailed in Note 2 of the notes to the interim financial statements

(3) Statutory EBITDA represents earnings before interest, tax, depreciation, and amortisation. Adjusted EBITDA is Statutory EBITDA after Adjusting Items. Adjusted EBITDA and Statutory EBITDA provide management and investors with useful additional information about the Group's performance and profitability

Financial Highlights

   --      Strong revenue growth of 30% (34% at constant currency (4) ) to $139.3m (H1 2021: $107.3m) 
   --      Gross profit up 32% (39% at constant currency (4) ) to $29.5m (H1 2021: $22.3m) 

-- Gross profit margin up by 0.4 percentage points ('ppt') (up 0.6 ppts at constant currency(4) ) at 21.2% (H1 2021: 20.8%)

-- Adjusted earnings before interest and tax ('Adjusted EBIT') up by $4.5m to a $1.8m profit (H1 2021: $2.7m loss)

(4) To aid comparability 2021 results have been calculated on a constant currency basis. See note 4 for more details.

-- The Adjusted EBIT profit includes $1.4m of foreign exchange gains (H1 2021: $44k), a $1.0m release of a provision in respect of COVID-19 government support programs, branding fees of $0.6m (H1 2021: $1.9m), and a $1.0m operating loss (H1 2021: $0.1m loss) associated with the closure of the Group's paint facilities at Fort Lauderdale

   --      Net cash inflow from operating activities of $15.5m (H1 2021: $8.4m) 

-- Strong liquidity as at 30 June 2022 with $11.4m (FY 2021: $10.2m) of cash and $20.5m (FY 2021: $12.1m) of its $50m revolving credit facilities ('RCF') undrawn at 30 June 2022

-- Net debt, inclusive of $42.7m (FY 2021: $48.0m) of lease obligations, decreased by $18.5m to $86.4m (FY 2021: $104.9m). Net bank debt decreased by $13.2m to $43.7m (FY 2021: $56.9m)

-- On 27 September 2022, the Group completed the sale and lease back of its helicopter assets, resulting in a cash inflow of $27m and reducing net bank debt to $13.3m

   --      As at 27 September 2022, cash balances were $39.1m in addition to RCF headroom of $19.0m 

-- Discussions remain ongoing in respect of securing new credit facilities required to meet the Group's funding needs and the Directors are confident that a positive outcome will be reached in due course.

Outlook

The Group remains focused on the execution of its growth strategy in line with its five-year strategic plan, which has underpinned the improved financial performance in the first half of the year. Whilst the recovery in activity and revenue growth is expected to continue through the second half of the year, margins are likely to be impacted by inflationary cost pressures and supply chain challenges. As a result of these factors, together with the continued global economic and energy instability, the Board maintains its cautious approach to the remainder of the year.

However, with continued focus on operational improvements and the delivery of the Group's growth strategy, the Board expects the full year results to be in line with management expectations and believes the Group remains well placed for the future.

Commenting on the half year results, Marwan Khalek, Chief Executive said:

"I am very pleased to report strong revenue growth and a solid financial performance for the first half of 2022, despite the ongoing macro-economic challenges. This improvement is underpinned by the Group's focused growth strategy and the continued operational improvements made across the business, demonstrating the continued resilience of the Group's business model."

-S-

For more information and persons responsible for arranging the release of this announcement on behalf of the Company contact:

   Gama Aviation Plc                                       +44 (0) 1252 553029 

Marwan Khalek, Chief Executive Officer

Michael Williamson, Chief Financial Officer

   Camarco                                                      +44 (0) 20 3757 4992 

Ginny Pulbrook

Geoffrey Pelham-Lane

   WH Ireland                                                   +44 (0) 20 7220 1666 

James Joyce

Ben Good

Gama Aviation - Notes to Editors

Founded in 1983 with the simple purpose of providing aviation services that equip its customers with decisive advantage, Gama Aviation Plc (LSE AIM: GMAA) is a highly valued global partner to blue chip corporations, government agencies, healthcare trusts and private individuals.

The Group has three global divisions: Business Aviation (Aircraft Management, Charter, FBO & Maintenance), Special Mission (Air Ambulance & Rescue, National Security & Policing, Infrastructure & Survey, Energy & Offshore); and Technology & Outsourcing (Flight Operations, FBO, CAM software, Flight Planning, CAM & ARC services).

More details can be found at: http://www.gamaaviation.com/

Chief Executive Officer's Statement

Introduction

The Group has performed well during the period, delivering strong growth in revenue and gross profit, resulting in a modest Adjusted EBIT profit. This return to profitability marks a significant milestone in our efforts to improve financial performance and restore shareholder value through the focused execution of the Group's growth strategy and the continued improvements to the business.

For this to have been delivered against the backdrop of an uncertain economic environment and significant cost inflation challenges, demonstrates the resilience of the Group and the robustness of its business model. As a service business, this is also only possible through the enormous commitment, dedication and energy of our people and their desire to deliver a decisive advantage to the Group's clients.

Strategic Business Unit Update

Business Aviation

The Business Aviation SBU delivered a strong performance in Aircraft Management, Charter, MRO and Fixed Based Operations ('FBO'). Of particular note are the results reported from the US MRO business, Jet East, as the world's largest business aviation market continued to show high levels of flight activity. Organic investments in Millville (MIV) and Las Vegas (LAS) are starting to contribute positively, validating the business case, while the closure of the poorly performing Fort Lauderdale (FXE) base will assist future efficiencies.

Outside of the US, Aircraft Management saw strong growth resulting from increased aircraft utilisation by the Group's clients, whilst the charter business reported robust revenues, which were driven by increases in demand both in respect of in-fleet charter as well as charter brokerage.

The Group's investment in airport infrastructure continues with the development of a second hanger in Jersey, which will more than double the hangarage at that site, which is progressing to plan. The development of a state-of-the-art Business Aviation Centre in Sharjah, UAE has recommenced, having been paused during the COVID-19 pandemic. However, the funding for the remaining development of these facilities is still under negotiation and updates will be provided as appropriate.

Special Mission

The Special Mission SBU continues to perform strongly in the delivery of its long-term government contracts of which three have been recently extended. The Special Mission SBU enjoys a robust sales pipeline with high levels of visibility and is pursuing new multi-year contracts in the Air Ambulance, Law enforcement and Energy sectors. Competition remains strong for these contracts, however, the SBU is well placed to convert key opportunities.

Technology & Outsourcing ('T&O')

The T&O SBU continues to add contracts in the US and Europe through a focussed sales and marketing programme. The US is seeing the strongest growth especially for the Software & Data Services capabilities delivered via the myairops(R) brand. However, growth momentum has been impacted by the strong competition for suitably qualified and experienced talent within the technology sector and the greater staff mobility afforded by the growth of hybrid and home working. This has been acknowledged by management and the necessary actions are in place to address the challenge and ensuring that the SBU maintains its focus on retention and acquisition of talent which is critical to its continued growth. The management team are currently taking steps to increase the on-boarding capacity required to meet the demand of the growing North American market. The business is also undertaking to establish additional sales channels for its trip support services.

H1 2022 Financial Performance

Through the focused delivery of its growth strategy, the Group grew its revenues strongly for the six-month period to $139.3m (H1 2021: $107.3m), an increase of 30% on the prior year (34% at constant currency(1) ). This growth was principally driven by the Business Aviation SBU, following the gradual easing of travel restrictions imposed in response to the COVID-19 pandemic. A significant proportion ($20.3m) was derived from Jet East, the Group's US MRO, following the strong recovery in flight activity in the world's largest market. The Group also benefitted from a strong performance from the Special Mission SBU, where the full period effect of prior-period contract wins came into effect.

As a result of the strong revenue growth and the continued focus on operational improvements, the Group delivered a gross profit of $29.5m for the period (H1 2021: $22.3m), up 32%, (39% at constant currency (1) ). Gross profit margins were up by 40 ppts (up by 60 ppts at constant currency (1) ) to 21.2% (H1 2021: 20.8%).

Consequently, the Group delivered an Adjusted EBIT profit for the half year of $1.8m (H1 2021: a $2.7m loss). The Adjusted EBIT profit includes $1.4m of foreign exchange gains (H1 2021: $44k), a $1.0m release of a provision in respect of COVID-19 government support programs, branding fees of $0.6m (H1 2021: $1.9m), and a $1.0m operating loss (H1 2021: $0.1m loss) associated with the closure of the Group's paint facilities at Fort Lauderdale.

The Group generated a net cash inflow from operating activities of $15.5m (H1 2021: $8.4m). This inflow was primarily utilised for $3.3m of capital expenditure in respect of computer software and property, plant and equipment, the net repayment of $7.0m of borrowings and $3.8m for lease payments.

As at 30 June 2022, the Group had $11.4m (FY 2021: $10.2m) of cash and $20.5m (FY2021: $12.1m) of its $50m revolving credit facility undrawn.

Credit Facilities

Further to the disclosures provided in the 2021 Annual Report and Accounts ('ARA'), the Group is progressing towards securing the new funding and credit facilities required to replace its RCF of $50m and term loan of GBP20m (together the 'current facilities'), which mature on 14 November 2022 and 31 January 2023, respectively.

The Board is pleased to report that on 27 September 2022 the Group completed the sale and lease back of its helicopter assets resulting in a cash inflow of $27m. This, together with cash at hand, will be used to repay the RCF (of which $31m is currently drawn) upon its maturity.

The Board has determined that, going forward, credit facilities totalling $40m would be sufficient to meet the liquidity and working capital needs of the Group and does not now expect that it will require a replacement facility for its current term loan.

The Board has consulted extensively with its advisors, and with their active support, discussions remain ongoing in respect of securing new credit facilities required to meet the Group's funding needs. The Board is therefore confident that, although there can be no certainty, a positive outcome will be reached prior to 31 January 2023, when the existing facilities expire. A further update will be provided when binding terms are secured .

Outlook

The Group remains focused on the execution of its growth strategy in line with its five-year strategic plan, which has underpinned the improved financial performance in the first half of the year. Whilst the recovery in activity and revenue growth is expected to continue through the second half of the year, margins are likely to be impacted by inflationary cost pressures and supply chain challenges. As a result of these factors, together with the continued global economic and energy instability, the Board maintains its cautious approach to the remainder of the year.

However, with continued focus on operational improvements and the delivery of the Group's growth strategy, the Board expects the full year results to be in line with management expectations and believes the Group remains well placed for the future.

Marwan Khalek

Chief Executive Officer

(1) To aid comparability 2021 results have been calculated on a constant currency basis. See note 4 for more details.

Group Operational Performance Review

Revenue(1)

$'000

 
                                                 H1 2021 
                                  H1 2022      Unaudited 
                                Unaudited    Restated(2) 
-------------------------    ------------  ------------- 
Business Aviation                 108,792         76,516 
Special Mission                    27,245         25,918 
Technology & Outsourcing            2,639          2,969 
Branding Fees                         625          1,875 
---------------------------  ------------  ------------- 
Total                             139,301        107,278 
---------------------------  ------------  ------------- 
 

(1) There are no Adjusting Items that impact Revenue

(2) Restatements are detailed in Note 2 of the notes to the interim financial statements

Gross Profit(1)

$'000

 
                                                 H1 2021 
                                  H1 2022      Unaudited 
                                Unaudited    Restated(2) 
-------------------------    ------------  ------------- 
Business Aviation                  17,366         10,010 
Special Mission                     9,608          8,311 
Technology & Outsourcing            1,910          2,148 
Branding Fees                         625          1,875 
Total                              29,509         22,344 
---------------------------  ------------  ------------- 
 

(1) There are no Adjusting Items that impact Gross Profit

(2) Restatements are detailed in Note 2 of the notes to the interim financial statements

EBIT

$'000

 
                                   Adjusted                    Statutory 
-------------------------  -------------------------  --------------------------- 
                                             H1 2021                      H1 2021 
                               H1 2022     Unaudited       H1 2022      Unaudited 
                             Unaudited   Restated(1)     Unaudited    Restated(1) 
-------------------------  -----------  ------------  ------------  ------------- 
Business Aviation                (797)       (4,363)       (3,807)        (4,736) 
Special Mission                  2,302         1,416         2,260          1,366 
Technology & Outsourcing         (493)          (75)         (636)          (259) 
Branding Fees                      625         1,866           625          1,866 
Associates                           -       (1,491)             -              - 
Central Costs                      137          (74)         (130)          (326) 
-------------------------  -----------  ------------  ------------  ------------- 
Total                            1,774       (2,721)       (1,688)        (2,089) 
-------------------------  -----------  ------------  ------------  ------------- 
 

(1) Restatements are detailed in Note 2 of the notes to the interim financial statements

The above Group results are explained in detail below.

Business Aviation

Business Aviation is focused on the delivery of the following lines of business to clients principally in the top three regional business aviation markets: the US, Europe, and the Middle East.

/ Management. The operational management of an aircraft (or fleet), and its crew, that the owner wishes to place on one of the Group's air operating certificates ("AOCs")

/ Charter. The sale of available flight hours on aircraft to charter brokers or to direct clients worldwide

/ FBO. The management of our strategically positioned fixed base operations at airports in the UK, Channel Islands and Middle East

/ MRO. The delivery of comprehensive maintenance, repair and modification solutions that support business aviation aircraft operators and owners.

Business Aviation MRO in the US has a dedicated management team and is separately reviewed by the Group Chief Executive Officer who acts as the Chief Operating Decision Maker ('CODM'). Therefore, Business Aviation MRO US has been presented separately from Business Aviation excluding MRO US which falls under a separate management team and is separately reviewed by the CODM.

Unaudited Adjusted EBIT

$'000

 
                      BA MRO US                            BA excluding MRO US                           Total 
---------  -------------------------------  ------  ---------------------------------  ------------------------------------------ 
                                  Constant                                   Constant                                    Constant 
               H1  Restated(1)    currency      H1  Restated(1)   Rebased    currency           Restated(1)   Rebased    currency 
             2022      H1 2021   growth(2)    2022      H1 2021   H1 2021   growth(2)  H1 2022      H1 2021   H1 2021   growth(2) 
---------  ------  -----------  ----------  ------  -----------  --------  ----------  -------  -----------  --------  ---------- 
Revenue    55,473       35,174         58%  53,319       41,342    40,037         33%  108,792       76,516    75,211         45% 
---------  ------  -----------  ----------  ------  -----------  --------  ----------  -------  -----------  --------  ---------- 
Gross 
 profit    12,085        4,943        144%   5,281        5,067     4,876          8%   17,366       10,010     9,819         77% 
---------  ------  -----------  ----------  ------  -----------  --------  ----------  -------  -----------  --------  ---------- 
Gross 
 profit %   21.8%        14.1%                9.9%        12.3%     12.2%                16.0%        13.1%     13.1% 
---------  ------  -----------  ----------  ------  -----------  --------  ----------  -------  -----------  --------  ---------- 
Adjusted 
 EBIT(2)     (66)      (2,765)               (731)      (1,598)                          (797)      (4,363) 
---------  ------  -----------  ----------  ------  -----------  --------  ----------  -------  -----------  --------  ---------- 
 
   (1)       Restatements are detailed in Note 2 of the notes to the interim financial statements 

(2) The Alternative Performance Measures (APMs) are defined in Note 4 of the notes to the interim financial statements and reconciled to the nearest IFRS measure. APMs include Adjusted Revenue, Adjusted Gross Profit, Adjusted EBIT and Net debt. APMs also include organic and constant currency Revenue, Gross Profit and Adjusted EBIT

Overall, the Business Aviation SBU grew its revenues by 45% on a constant currency basis to $108.8m. Gross profit was up 77% on a constant currency basis to $17.4m.

The US market continued to benefit from an increase in aircraft activity leading to continued strong demand for base and line maintenance services. Additionally, the recent organic investment in the development of the base maintenance facilities, contributed to significant revenue growth in the BA MRO US business line. Gross profit was much improved on the prior year, up 144% to $12.1m (H1 2021: $4.9m). The one-off positive impact to gross profit arising from the $1.0m release of the provision in respect of the COVID-19 government support program during the period was largely offset by the negative impact of the $0.8m loss (H1 2021: $0.1m profit) from the poorly performing Fort Lauderdale (FXE) paint facility (which the Group is in the process of closing down).

Outside the US, aircraft management continued to see increased aircraft utilisation as the effects of the COVID-19 pandemic recede. This increased activity translated to some additional revenue but had a disproportionately smaller impact on gross profits due to the pass-through nature of some of these revenues, hence the reduction in the gross profit margin against the prior period.

Charter saw strong growth in demand resulting in increased activity and revenues, both in respect of in-fleet charter as well as charter brokerage, but margins remained under pressure due to competition.

Increased aircraft movements at our Sharjah and Jersey FBOs resulted in strong growth in revenues and gross profits during the first half of 2022.

Adjusted EBIT improved by $3.6m to an Adjusted EBIT loss of $0.8m (H1 2021: $4.4m loss).

 
USD'000s                                                  BA MRO US         BA excluding MRO US          Total 
---------------------------------------------------  --------------------  ---------------------  -------------------- 
                                                              Restated(1)            Restated(1)           Restated(1) 
                                                     H1 2022      H1 2021   H1 2022      H1 2021  H1 2022      H1 2021 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Adjusted EBIT(1)                                        (66)      (2,765)     (731)      (1,598)    (797)      (4,363) 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Exceptional items - transaction costs                      -        (503)         -            -        -        (503) 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Exceptional items - integration and business 
 re-organisation costs                                 (244)        (483)         -        1,946    (244)        1,463 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Exceptional items - other items                            -         (24)         -            -        -         (24) 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Exceptional items - deferred consideration 
 adjustment                                              243            -         -            -      243            - 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Exceptional items - profit on disposal of entity           -            -       126            -      126            - 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Exceptional items - impairment of goodwill             (787)            -         -            -    (787)            - 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Exceptional items - impairment of assets under 
 construction                                              -            -     (749)           16    (749)           16 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Long-term employee incentive plan                      (956)        (911)         -            -    (956)        (911) 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Share-based payments                                   (201)            -      (18)            4    (219)            4 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
Amortisation                                           (368)        (340)      (56)         (78)    (424)        (418) 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
EBIT                                                 (2,379)      (5,026)   (1,428)          290  (3,807)      (4,736) 
---------------------------------------------------  -------  -----------  --------  -----------  -------  ----------- 
 

(1) Restatements are detailed in Note 2 of the notes to the interim financial statements

Exceptional items include: -

   --      $244k relating to costs of integrating Jet East into Business Aviation 

-- $243k release of the performance related deferred consideration relating to the US acquisition

   --      $126k gain on the sale of Gama International Saudi Arabia 

-- $787k impairment of goodwill associated with the closure of the paint and interior completion operations at FXE

   --      $749k impairment charge for assets under construction at Sharjah Business Aviation Centre 

Other tabulated items include: -

-- The Jet East long-term incentive scheme $956k in relation to senior executives agreed at the time of purchase

   --      $201k charge for share-based payments in relation to Business Aviation US 

-- $368k relating to the amortisation of the Jet East intangibles - brand ($118k) and customer relations ($250k)

Following the acquisition of Jet East in 2021, the business continued to incur integration costs, amortisation of acquired intangibles and a $1.0m charge for the long-term incentive plan. The prior period included $1.9m income upon release of lease and other related obligations at Fairoaks Airport, which had no equivalent right-of-use asset due to a historic impairment.

Special Mission

The Special Mission SBU provides the mission expertise to assist governments and businesses in exploiting a variety of aviation assets (principally fixed wing and helicopters) within the following sectors:

/ Air Ambulance & Rescue. The delivery of fixed wing and rotary mission solutions to the governments of Scotland, Jersey and Guernsey as well as the approximately 21 helicopter air ambulance charities operating within the UK

/ National Security & Law Enforcement. Providing "intelligence as a service" aviation platforms to the UK government to protect the national interest

/ Infrastructure & Survey. The monitoring of critical national infrastructure for the purposes of failure monitoring, environmental controls, mapping or other such studies

 
                            Restated(1)   Rebased(2)   Constant currency growth(3) 
USD'000s           H1 2022      H1 2021      H1 2021 
-----------------  -------  -----------  -----------  ---------------------------- 
Revenue             27,245       25,918       24,335                           12% 
-----------------  -------  -----------  -----------  ---------------------------- 
Gross profit         9,608        8,311        7,803                           23% 
-----------------  -------  -----------  -----------  ---------------------------- 
Gross profit %       35.3%        32.1%        32.1% 
-----------------  -------  -----------  -----------  ---------------------------- 
Adjusted EBIT(2)     2,302        1,416 
-----------------  -------  -----------  -----------  ---------------------------- 
 
   (1)        Restatements are detailed in Note 2 of the notes to the interim financial statements 

(2) To aid comparability 2021 results have been calculated on a constant currency basis. See note 4 for more details.

(3) The Alternative Performance Measures (APMs) are defined in Note 4 of the notes to the interim financial statements and reconciled to the nearest IFRS measure. APMs include Adjusted Revenue, Adjusted Gross Profit, Adjusted EBIT and Net debt. APMs also include organic and constant currency Revenue, Gross Profit and Adjusted EBIT

Special Mission has delivered 12% revenue growth on a constant currency basis in the first half, reflecting strong demand for services on its core contracts. Gross profit has increased by 23% on a constant currency basis with a gross profit % of 35.3% (H1 2021: 32.1%). It has benefitted from incremental work with core and ad-hoc customers. Both revenue and gross profit have increased as a result of the fix and optimise agenda.

Adjusted EBIT increased by $0.9m to $2.3m (H1 2021: $1.4m) due to the growth in gross profit referred to above.

 
                                Restated(1) 
USD'000s               H1 2022      H1 2021 
---------------------  -------  ----------- 
Adjusted EBIT(2)         2,302        1,416 
---------------------  -------  ----------- 
Share-based payments       (5)         (10) 
---------------------  -------  ----------- 
Amortisation              (37)         (40) 
---------------------  -------  ----------- 
EBIT                     2,260        1,366 
---------------------  -------  ----------- 
 
   (1)       Restatements are detailed in Note 2 of the notes to the interim financial statements 

(2) The Alternative Performance Measures (APMs) are defined in Note 4 of the notes to the interim financial statements and reconciled to the nearest IFRS measure. APMs include Adjusted Revenue, Adjusted Gross Profit, Adjusted EBIT and Net debt. APMs also include organic and constant currency Revenue, Gross Profit and Adjusted EBIT

In addition to the movements discussed above, EBIT includes share-based payment charges and amortisation relating to the intangibles acquired as part of the Jersey and Guernsey Air Ambulance business in 2020.

Technology & Outsourcing

T&O comprises of four lines of business which trades as Gama Aviation, but with a further two brands, FlyerTech and myairops(R). The lines of business are Software & Data Services, Ground Operations, Part-M Services and Maintenance Management & Advisory Services. The business unit provides Continuing Airworthiness Management ('CAM') and airworthiness review certification (ARC) and surveying services for business aviation, military, and commercial airline operators. myairops(R) has developed a suite of business aviation products deployed as "Software as a Service" (SaaS) and mobile app solutions for aviation operators and charter brokers, flight support companies, FBOs and regional airports. The Ground Operations line of business provides trip support services which includes flight planning and the arrangement of services such as permits, slots and fuel. These services are provided to business and commercial aviation customers.

 
                            Restated(1)   Rebased(2)   Constant currency growth(3) 
USD'000s           H1 2022      H1 2021      H1 2021 
-----------------  -------  -----------  -----------  ---------------------------- 
Revenue              2,639        2,969        2,796                          (6)% 
-----------------  -------  -----------  -----------  ---------------------------- 
Gross profit         1,910        2,148        2,016                          (5)% 
-----------------  -------  -----------  -----------  ---------------------------- 
Gross profit %       72.4%        72.3%        72.1% 
-----------------  -------  -----------  -----------  ---------------------------- 
Adjusted EBIT(2)     (493)         (75) 
-----------------  -------  -----------  -----------  ---------------------------- 
 
   (1)        Restatements are detailed in Note 2 of the notes to the interim financial statements 

(2) To aid comparability 2021 results have been calculated on a constant currency basis. See note 4 for more details.

(3) The Alternative Performance Measures (APMs) are defined in Note 4 of the notes to the interim financial statements and reconciled to the nearest IFRS measure. APMs include Adjusted Revenue, Adjusted Gross Profit, Adjusted EBIT and Net debt. APMs also include organic and constant currency Revenue, Gross Profit and Adjusted EBIT

Technology and Outsourcing revenue decreased on a constant currency basis by 6% due to a reduction in the scope of its supply of military airworthiness reviews. The period saw a reduction in some of the customer base with reductions in fleet sizes in Europe, and a move to the EASA regulations. In response T&O has shifted its long-term strategy in sales and marketing to North America and is concentrating on raising awareness of its capability within the US and Canadian markets. Furthermore, it has invested into EASA operations in Poland where it holds a Part-CAMO approval in addition to existing 2-Reg, Bahrain, Burmuda, Cayman, Oman and UK approvals. Losses increased due to the sales and marketing investment in the SBU.

 
                                Restated(1) 
USD'000s               H1 2022      H1 2021 
---------------------  -------  ----------- 
Adjusted EBIT(2)         (493)         (75) 
---------------------  -------  ----------- 
Share-based payments       (7)         (32) 
---------------------  -------  ----------- 
Amortisation             (136)        (152) 
---------------------  -------  ----------- 
EBIT                     (636)        (259) 
---------------------  -------  ----------- 
 
   (1)       Restatements are detailed in Note 2 of the notes to the interim financial statements 

(2) The Alternative Performance Measures (APMs) are defined in Note 4 of the notes to the interim financial statements and reconciled to the nearest IFRS measure. APMs include Adjusted Revenue, Adjusted Gross Profit, Adjusted EBIT and Net debt. APMs also include organic and constant currency Revenue, Gross Profit and Adjusted EBIT

Adjustments to EBIT relate to share-based payments and amortisation of acquired customer relationship intangibles, which decreased due to the impact of foreign exchange.

Branding Fees

The US branding fee arrangement ended on 2 March 2022, with $625k (H1 2021: $1,875k) being recognised in revenue and gross profit, and $625k (H1 2021: $1,866k) recognised in EBIT.

Associates

The Group disposed of its holding in China Aircraft Services Limited in December 2021. Prior to this the Group reported an Adjusted EBIT loss of $1,491k offset by a reversal of impairment of $1,491k, netting to $nil on a statutory EBIT basis. The remaining associate investment does not trade; hence no results are reported for 2022.

Financial Review

 
                                  Adjusted(1) $m             Statutory $m 
---------------------------  ------------------------  ------------------------ 
                                               Jun-21                    Jun-21 
                                 Jun-22     Unaudited      Jun-22     Unaudited 
                              Unaudited   Restated(2)   Unaudited   Restated(2) 
---------------------------  ----------  ------------  ----------  ------------ 
Revenue                           139.3         107.3       139.3         107.3 
Gross profit                       29.5          22.3        29.5          22.3 
Gross profit %                    21.2%         20.8%       21.2%         20.8% 
EBITDA(3)                           9.2           4.9         6.3           6.1 
EBIT                                1.8         (2.7)       (1.7)         (2.1) 
Loss for the period               (0.8)         (3.4)       (3.8)         (2.8) 
Basic and diluted loss per 
 share (cents)                    (1.6)         (4.4)       (6.4)         (3.6) 
---------------------------  ----------  ------------  ----------  ------------ 
 

(1) The Alternative Performance Measures (APMs) are defined in Note 4 of the notes to the interim financial statements and reconciled to the nearest IFRS measure. APMs include Adjusted Revenue, Adjusted Gross Profit, Adjusted EBIT and Net debt. APMs also include organic and constant currency Revenue, Gross Profit and Adjusted EBIT

(2) Restatements are detailed in Note 2 of the notes to the interim financial statements

(3) Statutory EBITDA represents earnings before interest, tax, depreciation, and amortisation. Adjusted EBITDA is Statutory EBITDA after Adjusting Items. Adjusted EBITDA and Statutory EBITDA provide management and investors with useful additional information about the Group's performance and profitability

Revenue and Gross Profit Bridges

$m

Unaudited

 
                                                 Revenue   Gross Profit 
2021 restated(1)                                   107.3           22.3 
Impact of foreign exchange movements               (3.1)          (0.8) 
Rebased Revenue and Gross Profit - 2021 at 2022 
 exchange rate                                     104.2           21.5 
Business Aviation                                   33.6            7.5 
Special Mission                                      2.9            1.8 
Technology & Outsourcing                           (0.2)          (0.1) 
Branding Fee                                       (1.2)          (1.2) 
2022                                               139.3           29.5 
-----------------------------------------------  -------  ------------- 
 

(1) Restatements are detailed in Note 2 of the notes to the interim financial statements

-- Business Aviation reported strong revenue growth, up 45% period-on-period on a constant currency basis, on the back of strong demand for services, particularly in the US, as a result of the integration of the previously acquired Jet East business

-- Charter also demonstrated strong revenue growth along with the Aircraft Management line of business

   --      Outside of the US, revenue growth was also strong across most areas 

-- Special Mission revenue was up by 12% on a constant currency basis representing the impact of increased flying hours, together with other incremental work

-- Technology and Outsourcing revenue was down 6% on a constant currency basis following a disappointing first half performance from Ground Operations and other outsourced operations, together down $0.5m. This was partly offset by increased revenue in myairops (R) and FlyerTech, together up $0.3m

-- Gross profit in Business Aviation was up by 77% on a constant currency basis, largely due to the integration of the previously acquired Jet East business with its higher gross profit margin

-- Gross profit in Special Mission was up by 23% on a constant currency basis and benefitted from tight cost control across the multi-faceted contracts

-- Technology and Outsourcing gross profit was down 5% on a constant currency basis due to increased product development, amortisation charges and continued expenses in the European expansion of FlyerTech

Unaudited Adjusted EBIT Bridge

$m

 
Adjusted EBIT - 2021 restated(1)            (2.7) 
Impact of foreign exchange movements        (0.1) 
------------------------------------------  ----- 
Rebased EBIT - 2021 at 2022 exchange rate   (2.8) 
Increase in gross profit                      8.0 
Share of results of associates                1.5 
Increase in other administrative expenses   (4.2) 
Increase in depreciation and amortisation   (0.7) 
Adjusted EBIT - 2022                          1.8 
------------------------------------------  ----- 
 

(1) Restatements are detailed in Note 2 of the notes to the interim financial statements

-- Gross profit increased in the two largest SBUs Business Aviation ($7.5m on a constant currency basis) and Special Mission ($1.8m on a constant currency basis)

-- Administrative expenses increased as a result of the acquisition of Jet East, investment in capacity in US operations, and reduced government support, all partially offset by cost efficiency measures

   --      Increased depreciation and amortisation following the acquisition of Jet East 

Unaudited Statutory EBIT Bridge

$m

 
Statutory EBIT - 2021 restated(1)             (2.1) 
Improvement in gross profit                     7.2 
Increase in administrative expenses           (2.9) 
Increase in depreciation and amortisation     (0.8) 
Increase in impairment losses                 (1.5) 
Change in other income                        (1.6) 
Statutory EBIT - 2022                         (1.7) 
------------------------------------------  ------- 
 

(1) Restatements are detailed in Note 2 of the notes to the interim financial statements

Finance expenses

Net finance expense of $2.3m (H1 2021: $1.5m), includes interest on loans and foreign exchange losses on debt.

Taxation

There is a statutory taxation credit for the period of $0.2m (H1 2021: $0.7m credit). The adjusted taxation for the period is a $0.4m charge (H1 2021: $0.1m credit).

EPS

Shares in issue increased by 275,000 from 27 May 2022 to 63,961,279 as at 30 June 2022. The average share price for the six months ended 30 June 2022 was higher than the exercise price of outstanding options, however, given the loss per share, there is no dilutive effect and as a result no diluted earnings per share is presented. Basic Statutory EPS was a loss per share of 6.4 cents (H1 2021: loss of 3.6 cents).

Net debt and cash flow movements

 
                                                             Jun-22       Jun-21 
                                                          Unaudited    Unaudited 
                                                                 $m           $m 
-------------------------------------------------------  ----------  ----------- 
Statutory EBIT restated(1)                                    (1.7)        (2.1) 
Add: Depreciation and amortisation (Note 6)                     8.0          8.2 
Statutory EBITDA(2)                                             6.3          6.1 
Less: Release of provision (Note 12)                          (1.0)            - 
Add: Impairments (Note 6)                                       1.7            - 
Add: Loss on disposal of property, plant and equipment 
 (Note 6)                                                       0.1            - 
Add: Share based payment expense (Note 6)                       0.3          0.1 
Less: Unrealised foreign exchange movement (Note 
 6)                                                           (2.2)        (1.0) 
Less: Non-cash lease settlement (Note 6)                          -        (1.6) 
-------------------------------------------------------  ----------  ----------- 
Statutory EBITDA(2) after excluding non-cash items              5.2          3.6 
 
Add: Working capital                                           10.4          2.5 
Add: Capital portion of promissory note on disposal 
 of US Air Associate                                              -          2.5 
Working capital                                                10.4          5.0 
 
Cash generated by operations (Note 6)                          15.6          8.6 
Less: Tax paid (Note 6)                                       (0.1)        (0.2) 
Net cash inflow from operating activities                      15.5          8.4 
 
Capital expenditure                                           (3.3)        (3.0) 
Lease payments                                                (3.8)        (4.8) 
Net interest (paid)/received                                  (0.4)          0.4 
Proceeds from borrowings                                        6.0         12.0 
Repayment of borrowings                                      (13.0)      ( 7.5 ) 
Acquisition of Jet East                                           -        (7.6) 
Net cash used in investing and financing activities          (14.5)       (10.5) 
 
Increase/(decrease) in cash                                     1.0        (2.1) 
Cash at the beginning of the period                            10.2         16.1 
Effect of foreign exchange rates                                0.2          0.2 
-------------------------------------------------------  ----------  ----------- 
Cash at the end of the period                                  11.4         14.2 
Borrowings                                                   (55.1)       (62.7) 
Obligation under leases                                      (42.7)       (52.1) 
-------------------------------------------------------  ----------  ----------- 
Net debt                                                     (86.4)      (100.6) 
-------------------------------------------------------  ----------  ----------- 
 
   (1)     Restatements are detailed in Note 2 of the notes to the interim financial statements 

(2) The Alternative Performance Measures (APMs) are defined in Note 4 of the notes to the interim financial statements and reconciled to the nearest IFRS measure. APMs include Adjusted Revenue, Adjusted Gross Profit, Adjusted EBIT and Net debt. In reconciling from Statutory EBIT to the net cash flow from operating activities, Statutory EBITDA and Statutory EBITDA excluding non-cash items are shown to aid understanding

-- The increase in the net cash inflow on operating activities of $7.1m to $15.5m has been driven by:

o $1.6m of higher EBITDA after excluding non-cash items

o $5.4m of increased cashflow through improved management of working capital

-- Capital expenditure includes $1.0m of internally developed software arising from myairops(c) software development and $2.3m of tangible capital expenditure, of which $1.0m is in US Ground for base maintenance expansion to fulfil demand from one of the world's largest private jet operators

   --      Lease payments reduced by $1.0m on the prior period 
   --      Net repayment on the revolving credit facility was $7.0m (H1 2021: $4.5m drawdown) 
   --      Net debt decreased by $14.2m to $86.4m (H1 2021: $100.6m) 

Litigation

Following the litigation update provided in the 2021 Annual Report, the Group continues to pursue the recovery of its long-standing trade receivables, primarily through enforcement actions in the UK. The Group has made considerable progress through court proceedings in the UK in successfully recovering trade receivables. It remains the Board's expectation that other than the provisions already made against these claims, no further provisions will be required.

Interim Dividend

The Directors do not propose that an interim dividend be paid for the six months to 30 June 2022 (H1 2021: $nil).

Michael Williamson

Chief Financial Officer

Responsibility Statements

Each directors confirms that to the best of their knowledge:

a) the condensed consolidated set of interim financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting";

b) the interim financial report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and,

c) the interim financial report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).

The basis of preparation of the consolidated interim financial statements is shown in Note 2, and related party transactions are shown in Note 13. The principal risks and uncertainties for the remainder of the year are unchanged from those set out in the Group's recently published statutory financial statements for the year ended 31 December 2021 and shown below.

The directors consider the principal risks to the business are:

/ Liquidity and cash resources to support and sustain future growth of the business

/ Health and safety risks from poor operational performance or an air accident which damages the Group's reputation

/ Increasing regulatory burden and maintaining oversight on existing approvals that may result with a non-compliance

/ Changes in political and economic climate that make air transport less attractive such as the ongoing COVID-19 pandemic

/ Reliance on key individuals and attrition of key staff that disrupt business activities

/ Increasing concentration and reliance on a small number of key customers

/ Cyber threat and information security

Signed on behalf of the Board,

Marwan Khalek

Chief Executive Officer

Gama Aviation Plc

Consolidated income statement

For the period ended 30 June 2022

 
                                                                             Period ended 30 June 2021 
                                           Period ended 30 June 2022                         Unaudited 
                                                           Unaudited                       Restated(1) 
---------------------------------  ---------------------------------  -------------------------------- 
                                   Statutory                Adjusted  Statutory               Adjusted 
                                      result  Adjustments     result     result  Adjustments    result 
                                       $'000        $'000      $'000      $'000        $'000     $'000 
---------------------------------  ---------  -----------  ---------  ---------  -----------  -------- 
Continuing operations: 
---------------------------------  ---------  -----------  ---------  ---------  -----------  -------- 
Revenue                              139,301            -    139,301    107,278            -   107,278 
Cost of sales                      (109,792)            -  (109,792)   (84,934)            -  (84,934) 
---------------------------------  ---------  -----------  ---------  ---------  -----------  -------- 
Gross profit                          29,509            -     29,509     22,344            -    22,344 
 
Administrative expenses             (23,152)        1,328   (21,824)   (20,303)        1,892  (18,411) 
Depreciation and amortisation        (6,509)          598    (5,911)    (5,767)          609   (5,158) 
(Impairment)/reversal 
 of impairment of assets 
 under construction                    (749)          749          -         16         (16)         - 
Impairment of goodwill                 (787)          787          -          -            -         - 
Impairment of financial 
 assets                                    -            -          -        (5)            -       (5) 
---------------------------------  ---------  -----------  ---------  ---------  -----------  -------- 
Total administrative 
 expenses                           (31,197)        3,462   (27,735)   (26,059)        2,485  (23,574) 
Other income                               -            -          -      1,626      (1,626)         - 
Operating (loss)/profit              (1,688)        3,462      1,774    (2,089)          859   (1,230) 
Share of results from 
 equity 
 accounted investments                     -            -          -    (1,491)            -   (1,491) 
Reversal of impairment 
 of equity accounted investments           -            -          -      1,491      (1,491)         - 
Earnings before interest 
 and taxation                        (1,688)        3,462      1,774    (2,089)        (632)   (2,721) 
Finance income                         1,783            -      1,783        127            -       127 
Finance expense                      (4,133)            -    (4,133)    (1,591)            -   (1,591) 
(Loss)/profit before 
 tax                                 (4,038)        3,462      (576)    (3,553)        (632)   (4,185) 
Taxation credit/(charge) 
 (note 15)                               194        (449)      (255)        705          120       825 
---------------------------------  ---------  -----------  ---------  ---------  -----------  -------- 
(Loss)/profit for the 
 period                              (3,844)        3,013      (831)    (2,848)        (512)   (3,360) 
 
Attributable to: 
Owners of the Company                (4,061)        3,013    (1,048)    (2,262)        (512)   (2,774) 
Non-controlling interests                217            -        217      (586)            -     (586) 
---------------------------------  ---------  -----------  ---------  ---------  -----------  -------- 
 

(1) Restatements are detailed in Note 2 of the notes to the interim financial statements

Earnings per share attributable to the equity holders of the parent

 
Basic and diluted (cents)   (6.4)  4.8  (1.6)  (3.6)  (0.8)  (4.4) 
 

Gama Aviation Plc

Consolidated statement of comprehensive income

For the period ended 30 June 2022

 
                                                        Period        Period 
                                                      ended 30      ended 30 
                                                          June     June 2021 
                                                          2022     Unaudited 
                                                     Unaudited   Restated(1) 
                                                         $'000         $'000 
--------------------------------------------------  ----------  ------------ 
Loss for the period                                    (3,844)       (2,848) 
Items that may be reclassified to profit or loss: 
Exchange differences on translation of foreign 
 operations                                            (4,996)           121 
--------------------------------------------------  ----------  ------------ 
Total comprehensive loss for the period                (8,840)       (2,727) 
--------------------------------------------------  ----------  ------------ 
 
Total comprehensive loss is attributable to: 
Owners of the Company                                  (9,057)       (2,141) 
Non-controlling interest                                   217         (586) 
--------------------------------------------------  ----------  ------------ 
                                                       (8,840)       (2,727) 
--------------------------------------------------  ----------  ------------ 
 

(1) Restatements are detailed in Note 2 of the notes to the interim financial statements

Gama Aviation Plc

Consolidated balance sheet

As at 30 June 2022 and 31 December 2021

 
                                                        31 December 
                                          30 June 2022         2021 
                                             Unaudited      Audited 
                                                 $'000        $'000 
----------------------------------------  ------------  ----------- 
Non-current assets 
Goodwill (note 8)                               19,336       22,236 
Other intangible assets (note 9)                13,913       15,654 
----------------------------------------  ------------  ----------- 
Total intangible assets                         33,249       37,890 
Property, plant and equipment (note 10)         46,922       53,489 
Right-of-use assets (note 11)                   30,613       36,383 
Trade and other receivables                        107          291 
Deferred tax asset (note 15)                     4,176        3,918 
Total non-current assets                       115,067      131,971 
----------------------------------------  ------------  ----------- 
 
Current assets 
Inventories                                      7,783        8,915 
Trade and other receivables                     59,914       63,808 
Current tax receivable                               -           27 
Cash and cash equivalents                       11,419       10,243 
----------------------------------------  ------------  ----------- 
                                                79,116       82,993 
----------------------------------------  ------------  ----------- 
Total assets                                   194,183      214,964 
----------------------------------------  ------------  ----------- 
 
Current liabilities 
Trade and other payables                      (37,731)     (39,342) 
Current tax liabilities                          (544)        (574) 
Obligations under leases (note 11)             (8,180)      (7,970) 
Provisions                                       (695)        (772) 
Borrowings (note 12)                          (55,101)     (40,175) 
Deferred revenue                              (15,009)      (8,880) 
Deferred consideration                           (168)        (290) 
----------------------------------------  ------------  ----------- 
                                             (117,428)     (98,003) 
----------------------------------------  ------------  ----------- 
 
Total assets less current liabilities           76,755      116,961 
----------------------------------------  ------------  ----------- 
 
Non-current liabilities 
Borrowings (note 12)                                 -     (26,979) 
Deferred revenue                                     -          (2) 
Obligations under leases (note 11)            (34,494)     (40,032) 
Provisions                                       (281)        (348) 
Trade and other payables                       (2,823)      (1,821) 
Deferred consideration                           (168)        (256) 
                                              (37,766)     (69,438) 
----------------------------------------  ------------  ----------- 
Total liabilities                            (155,194)    (167,441) 
----------------------------------------  ------------  ----------- 
Net assets                                      38,989       47,523 
----------------------------------------  ------------  ----------- 
 

Gama Aviation Plc

Consolidated balance sheet (continued)

As at 30 June 2022 and 31 December 2021

 
                             30 June 2022  31 December 2021 
                                Unaudited           Audited 
                                    $'000             $'000 
---------------------------  ------------  ---------------- 
Shareholders' equity 
Share capital                         958               954 
Share premium                      63,713            63,502 
Foreign exchange reserve         (29,718)          (24,722) 
Other reserves                     35,058            34,997 
Accumulated loss                 (31,332)          (27,301) 
---------------------------  ------------  ---------------- 
Total shareholders' equity         38,679            47,430 
Non-controlling interest              310                93 
---------------------------  ------------  ---------------- 
Total equity                       38,989            47,523 
---------------------------  ------------  ---------------- 
 

Gama Aviation Plc

Consolidated statement of changes in equity

For the period ended 30 June 2022

 
                                                  Foreign                             Total 
                    Share     Share      Other   exchange       Accumulated   shareholders'   Non-controlling     Total 
                  capital   premium   reserves    reserve   profit/(losses)          equity          interest    equity 
                    $'000     $'000      $'000      $'000             $'000           $'000             $'000     $'000 
---------------  --------  --------  ---------  ---------  ----------------  --------------  ----------------  -------- 
 Balance 
  at 1 January 
  2021                953    63,473     35,360   (24,415)          (19,846)          55,525               796    56,321 
 Loss for 
  the period 
  restated(1)           -         -          -          -           (2,262)         (2,262)             (586)   (2,848) 
 Other 
  comprehensive 
  income                -         -          -        121                 -             121                 -       121 
---------------  --------  --------  ---------  ---------  ----------------  --------------  ----------------  -------- 
 Shares issued 
  in period             1        15          -          -                 -              16                 -        16 
 Cost of 
  share-based 
  payments              -         -        122          -                 -             122                 -       122 
 Transfer 
  for lapsed 
  options               -         -      (313)          -               313               -                 -         - 
---------------  --------  --------  ---------  ---------  ----------------  --------------  ----------------  -------- 
 Balance 
  at 30 June 
  2021 restated 
  (1)                 954    63,488     35,169   (24,294)          (21,795)          53,522               210    53,732 
 Loss for 
  the period 
  restated(1)           -         -          -          -           (5,800)         (5,800)             (117)   (5,917) 
 Other 
  comprehensive 
  income                -         -          -      (428)                 -           (428)                 -     (428) 
 Total 
  comprehensive 
  loss for 
  the period 
  restated 
  (1)                   -         -          -      (428)           (5,800)         (6,228)             (117)   (6,345) 
 Shares issued 
  in period             -        14          -          -                 -              14                 -        14 
 Cost of 
  share-based 
  payments              -         -        122          -                 -             122                 -       122 
 Transfer 
  for lapsed 
  options               -         -      (294)          -               294               -                 -         - 
 Balance 
  at 31 
  December 
  2021 restated 
  (1)                 954    63,502     34,997   (24,722)          (27,301)          47,430                93    47,523 
 Loss for 
  the period            -         -          -          -           (4,061)         (4,061)               217   (3,844) 
 Other 
  comprehensive 
  income                -         -          -    (4,996)                 -         (4,996)                 -   (4,996) 
---------------  --------  --------  ---------  ---------  ----------------  --------------  ----------------  -------- 
 Total 
  comprehensive 
  loss for 
  the period            -         -          -    (4,996)           (4,061)         (9,057)               217   (8,840) 
 Share issue            4       211          -          -                 -             215                 -       215 
 Cost of 
  share-based 
  payments              -         -         91          -                 -              91                 -        91 
 Transfer 
  for lapsed 
  options               -         -       (30)          -                30               -                 -         - 
 Balance 
  at 30 June 
  2022                958    63,713     35,058   (29,718)          (31,332)          38,679               310    38,989 
---------------  --------  --------  ---------  ---------  ----------------  --------------  ----------------  -------- 
 

(1) Restatements are detailed in Note 2 of the notes to the interim financial statements

Gama Aviation Plc

Consolidated cash flow statement

For the period ended 30 June 2022

 
 
                                                               Period       Period 
                                                             ended 30        ended 
                                                                 June      30 June 
                                                                 2022         2021 
                                                            Unaudited    Unaudited 
                                                                $'000        $'000 
---------------------------------------------------------  ----------  ----------- 
Net cash inflow from operating activities (note 6)             15,533        8,370 
---------------------------------------------------------  ----------  ----------- 
 
Cash flows from investing activities 
Purchases of property, plant and equipment (note 10)          (2,289)      (1,619) 
Purchases of intangibles (note 9)                               (996)      (1,338) 
Acquisition of subsidiary, net of cash acquired                     -      (7,636) 
Net cash used in investing activities                         (3,285)     (10,593) 
---------------------------------------------------------  ----------  ----------- 
 
Cash flows from financing activities 
Interest paid                                                   (430)         (29) 
Interest received                                                   -          376 
Lease payments (note 11)                                      (3,782)      (4,759) 
Proceeds from borrowings                                        6,000       12,000 
Repayment of borrowings                                      (13,003)      (7,499) 
Net cash (used in)/from financing activities                 (11,215)           89 
---------------------------------------------------------  ----------  ----------- 
 
Net increase/(decrease) in cash and cash equivalents            1,033      (2,134) 
Cash and cash equivalents at the beginning of the period       10,243       16,136 
Effect of foreign exchange rates                                  143          178 
---------------------------------------------------------  ----------  ----------- 
Cash and cash equivalents at the end of the period             11,419       14,180 
---------------------------------------------------------  ----------  ----------- 
 

Notes to the interim financial statements

For the period ended 30 June 2022

   1.   Corporate information 

Gama Aviation Plc is a public company limited by shares, incorporated in the United Kingdom. The address of the registered office is 1st Floor, 25 Templer Avenue, Farnborough, Hampshire, England, GU14 6FE. The Company's shares are publicly traded on the AIM market of the London Stock Exchange.

   2.   Accounting policies 

Basis of preparation

These unaudited interim consolidated financial statements (the 'interim financial statements') are for the six months ended 30 June 2022. They have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2021.

The accounting policies set out in the Group's statutory financial statements for the year ended 31 December 2021 have been applied in the preparation of the interim financial statements. The Directors consider that the Group has adequate resources to remain in operation for the foreseeable future and have therefore continued to adopt the going concern basis in preparing the interim financial statements.

Going concern

The Group disclosed in the 2021 Annual Report and Accounts (the 'ARA') that it was progressing towards securing the new funding and credit facilities required to replace its RCF and Term Loan (together the 'current facilities'), which mature on 14 November 2022 and 31 January 2023, respectively, and had received indicative terms from HSBC for new facilities, which it was negotiating. Those terms included a condition whereby, CK Hutchison Holdings Limited (' CKHH') would be required to continue to support the new facilities by providing a Letter of Awareness ('LoA') in similar form to the one that supports the current facilities.

On 20 April 2022, the Board received an updated letter confirming that CKHH had no current intention to withdraw the current letter of awareness before the facilities are due for renewal; and that CKHH currently had no intention not to facilitate renewal of the Group's facilities with HSBC through a comparable arrangement, provided the Group continued to meet its ongoing reporting obligations and such other conditions as may be agreed between the parties.

In August 2022, CK HH notified the Board that while it would continue to provide support (in the form of the existing LoA) for the current facilities until they are due for renewal, CKHH believes that it is more appropriate for the Group to secure facilities on a standalone basis rather than relying on the unilateral support of one minority shareholder. Consequently, it has advised the Group that it will not provide such support beyond expiry dates of the current facilities.

As a result, management is actively seeking to source, and is progressing towards, securing the new funding and credit facilities required to replace the current facilities).

On 27 September 2022 the Group completed the sale and lease back of its helicopter assets resulting in a cash inflow of $27m. This, together with cash at hand, will be used to repay the RCF (of which $31m is currently drawn) upon its maturity.

The Board has determined that, going forward, credit facilities totalling $40m would be sufficient to meet the liquidity and working capital needs of the Group and does not now expect that it will require a replacement facility for its current term loan.

The Board has consulted extensively with its advisors, and with their active support, discussions remain ongoing in respect of securing new credit facilities required to meet the Group's funding needs. The Board is therefore confident that, although there can be no certainty, a positive outcome will be reached prior to 31 January 2023, when the existing facilities expire. A further update will be provided when binding terms are secured .

To support their assessment of Going Concern, the Directors have performed a detailed analysis of cash flow projections for the Group covering the period from the date of approval of the interim financial statements to 31 December 2023. The Directors have also considered the outlook for the business beyond 31 December 2023 based upon its five-year strategic plan.

The analysis takes account of the following amongst other relevant considerations:

   --      Working capital levels and the conversion of profits into cash flows; 

-- The $50.0m committed RCF, of which $20.5m was undrawn at 30 June 2022, and a GBP20.0m Term Loan;

   --      Cash at 30 June 2022 of $11.4m and cash at 27 September 2022 of $39.1m; 

-- The Board has determined that, going forward, credit facilities totalling $40m, rather than the current $50m RCF, will be sufficient to meet the liquidity and working capital needs of the Group;

-- The Board now does not expect that it will require a replacement facility for its GBP20m current Term Loan; and

-- The Group completed the sale and lease back of its helicopter assets on 27 September 2022, resulting in a cash inflow of $27m.

The existing borrowing facilities have no covenants, with the RCF being settled and drawn down on a cyclical basis. Both the RCF and the Term Loan fall due for repayment within twelve months of the reporting date and have therefore been presented in current liabilities.

The key assumptions in the Board approved base case projections relate to revenue performance and working capital cash flows and the Directors have included what they consider to be a cautious level of revenue performance and working capital. Additionally, the detailed cashflow projections take into account planned future events within 2022 and 2023, including the Directors' assessment of the likelihood of securing the new credit facilities.

The Board is aware that from the planned repayment of the RCF on or prior to maturity on 14 November 2022, until drawdown against the new $40m credit facilities (currently expected to be secured by 31 January 2023), cash headroom is likely to run at significantly lower levels than in the past year. Management have been actively managing and conserving cash for some time and, based on past and expected performance, they and the Directors are satisfied that the Group has sufficient headroom and potential further mitigation to ensure the Group will remain solvent and able to pay its debts as they fall due during this period.

The Directors have also considered a severe but plausible downside scenario that takes account of the rapid increase in inflation that the western world is experiencing and assumes that this will principally be felt from the start of 2023, due to the longevity of supply contracts, although some impacts will undoubtedly be felt in the latter part of 2022.

The severe but plausible downside scenario assumes the following:

-- Funding costs will increase by 4% over that originally offered by HSBC, as no LoA will be available, and new credit facilities will be more expensive;

-- Inflationary impacts to the cost of sales are assumed to be passed on in the main, but there will be some impact on gross profit;

   --      Gross profit margins will reduce by 2% 
   --      Overhead costs will increase by 2% overall; 
   --      There will be a requirement to increase provisions for bad debts by 15%; 

-- No available potential management actions have been taken to preserve cash flow, although in practice these will be taken as soon as a material adverse divergence from forecast is noted.

The base and severe but plausible downside scenarios have also been tested for resilience in respect of the recent fall in the value of GBP relative to the USD, and of the potential for consequent further increases in interest rates. In both the base case scenario and the severe but plausible downside scenario, provided new credit facilities of $40m are secured, the Group will have adequate resources to continue in operational existence for the foreseeable future.

Therefore, after making appropriate enquiries and considering the uncertainties described above, the Directors have, at the time of approving the interim financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and, as a consequence, consider that it is appropriate to adopt the going concern basis in preparing these interim financial statements.

However, despite the Directors being confident that the Group will secure the new credit facilities necessary to meet its funding needs by the year end, as the new borrowing facilities have not been concluded at the time of approving the interim financial statements there is a risk that, if these facilities were not secured at the proposed levels, the Group may not be able to meet its liabilities as they fall due.

As a result, there is a material uncertainty that may cast significant doubt about the Group's ability to continue as a going concern. The interim financial statements do not include any adjustments that would result if the Group was unable to continue as a going concern.

Restatements

The results for H1 2021 have been restated to reflect certain adjustments that were included in the results for the full year ended 31 December 2021 and which related to H1 2021, including:

-- During 2021 a detailed review was conducted of Group leases. New information came to light from this review indicating that errors had been made on the implementation of IFRS 16 (1 January 2019) and in subsequent recognition relating to the treatment of a number of initial lease obligations at implementation (impacting subsequent impairments), contractual rental increases, computational errors on foreign exchange, identification of lease-related payments and the length of lease used for right-of-use assets and liabilities and related leasehold improvements.

-- Management has reviewed estimates made at the 2021 year-end and believe that a small number of them would be better reflected as adjustments to H1 2021.

-- The treatment of vested options for leavers, which were previously credited to the profit and loss account for H1 2021, has been brought into line with the treatment adopted for the 2021 year-end with the credit taken as a reserve transfer.

The impact of these adjustments (including the tax) on the H1 2021 financial statements as follows:

Consolidated income statement :

 
                             As previously    IFRS16   Management   Share-based   Restated 
   USD'000s                       reported              revisions      payments 
--------------------------  --------------  --------  -----------  ------------  --------- 
 Revenue                           106,412         -          866             -    107,278 
 Cost of sales                    (84,024)       400      (1,310)             -   (84,934) 
--------------------------  --------------  --------  -----------  ------------  --------- 
 Gross profit                       22,388       400        (444)             -     22,344 
 Administrative expenses          (22,227)   (2,194)      (1,325)         (313)   (26,059) 
 Other income - adjusting 
  item                                   -     1,626            -             -      1,626 
--------------------------  --------------  --------  -----------  ------------  --------- 
 Operating profit/(loss)               161     (168)      (1,769)         (313)    (2,089) 
 Adjusted EBIT                     (1,870)         7        (858)             -    (2,721) 
 EBIT                                  161     (168)      (1,769)         (313)    (2,089) 
 Finance income                        127         -            -             -        127 
 Finance expense                   (1,765)       174            -             -    (1,591) 
--------------------------  --------------  --------  -----------  ------------  --------- 
 Loss before tax                   (1,477)         6      (1,769)         (313)    (3,553) 
 Tax                                    63         -          642             -        705 
--------------------------  --------------  --------  -----------  ------------  --------- 
 Loss for the period               (1,414)         6      (1,127)         (313)    (2,848) 
--------------------------  --------------  --------  -----------  ------------  --------- 
 Attributable to owners              (828)         6      (1,127)         (313)    (2,262) 
--------------------------  --------------  --------  -----------  ------------  --------- 
 

Consolidated cash flow statement:

 
                                    As previously   IFRS16   Management   Share-based   Restated 
   USD'000s                              reported             revisions      payments 
---------------------------------  --------------  -------  -----------  ------------  --------- 
 Loss before tax                          (1,477)        6      (1,769)         (313)    (3,553) 
 
 Adjustments for: 
 Finance costs                              1,765      174            -             -      1,939 
 Depreciation of property, 
  plant and equipment                       3,232        -           52             -      3,284 
 Depreciation of right-of-use 
  assets in administrative 
  expenses                                    397      395            -             -        792 
 Depreciation of right-of-use 
  assets in cost of sales                   3,194    (751)            -             -      2,443 
 Non-cash lease settlement                (1,801)      175            -             -    (1,626) 
 Share-based payments                       (191)        -            -           313        122 
---------------------------------  --------------  -------  -----------  ------------  --------- 
 Operating cash inflow before 
  movements in working capital              5,119      (1)      (1,717)             -      3,401 
 (Decrease)/increase in payables            (844)        -        1,717             -        873 
---------------------------------  --------------  -------  -----------  ------------  --------- 
 Cash generated by operations               4,275      (1)            -             -      4,274 
---------------------------------  --------------  -------  -----------  ------------  --------- 
 
 
   3.   Segment information 

Reportable segments are operating segments that either meet the thresholds and conditions set out in IFRS 8 for separate reporting or are considered by the Board to be appropriately aggregated into reportable segments under IFRS 8.

The results were reviewed by the Group Chief Executive Officer, who acts as the Chief Operating Decision Maker (CODM) in the new SBU structure. The CODM reviews monthly internal reporting on a pre-IFRS 16 basis at the operating segment level. The impact on application of IFRS 16 is reviewed separately ahead of statutory reporting.

The Group has three SBUs: Business Aviation (Aircraft Management, Charter, FBO & Maintenance), Special Mission (Air Ambulance & Rescue, National Security & Policing, Infrastructure & Survey, Energy & Offshore); and Technology & Outsourcing (Flight Operations, FBO, CAM software, Flight Planning, CAM & ARC services). The Group believes this will provide a direct line of sight for shareholders such that each SBU's activities in each market, its investment requirements and its performance can be more easily assessed and understood.

The IFRS 8 operating segments within these global divisions are Special Mission, Business Aviation MRO US, Business Aviation excluding MRO US, Technology & Outsourcing, Associates, Corporate and Branding Fees. The operating segments, except T&O, met the quantitative thresholds to report separately under IFRS 8; however, T&O is presented separately as it is of strategic importance.

A reconciliation of segmental to overall Group performance is tabulated below:

 
                          For the period ended 30 June 2022                      For the period ended 30 June 2021 
                                                                                            Restated(1) 
                                                             Adjusted                                              Adjusted 
                                                                 EBIT                                                  EBIT 
                             Gross               Adjusted    pre-IFRS                Gross             Adjusted    pre-IFRS 
 USD'000s        Revenue    profit        EBIT       EBIT          16    Revenue    profit      EBIT       EBIT          16 
-------------  ---------  --------  ----------  ---------  ----------  ---------  --------  --------  ---------  ---------- 
 BA MRO US        55,473    12,085     (2,379)       (66)       (202)     35,174     4,943   (5,026)    (2,765)     (2,930) 
 BA excluding 
  MRO US          53,319     5,281     (1,428)      (731)     (1,007)     41,342     5,067       290    (1,598)     (1,638) 
-------------  ---------  --------  ----------  ---------  ----------  ---------  --------  --------  ---------  ---------- 
 Business 
  Aviation       108,792    17,366     (3,807)      (797)     (1,209)     76,516    10,010   (4,736)    (4,363)     (4,568) 
 Special 
  Mission         27,245     9,608       2,260      2,302       1,683     25,918     8,311     1,366      1,416         746 
 T&O               2,639     1,910       (636)      (493)       (519)      2,969     2,148     (259)       (75)        (83) 
 Branding 
  fee                625       625         625        625         625      1,875     1,875     1,866      1,866       1,866 
 Associates            -         -           -          -           -          -         -         -    (1,491)     (1,491) 
 Corporate             -         -       (130)        137         202          -         -     (326)       (74)       (123) 
-------------  ---------  --------  ----------  ---------  ----------  ---------  --------  --------  ---------  ---------- 
 Adjusted 
  Result         139,301    29,509     (1,688)      1,774         782    107,278    22,344   (2,089)    (2,721)     (3,653) 
 Adjusting 
  items                -         -           -    (3,462)     (3,462)          -         -         -        632         632 
 Application 
  of IFRS16            -         -           -          -         992          -         -         -          -         932 
-------------  ---------  --------  ----------  ---------  ----------  ---------  --------  --------  ---------  ---------- 
 Statutory 
  result         139,301    29,509     (1,688)    (1,688)     (1,688)    107,278    22,344   (2,089)    (2,089)     (2,089) 
-------------  ---------  --------  ----------  ---------  ----------  ---------  --------  --------  ---------  ---------- 
 

(1) Restatements are detailed in Note 2 to the notes to the interim financial statements

   4.   Alternative performance measures 

The Adjusted result has been arrived at after the following Adjusting items:

 
                                                              Period ended 
                                              Period ended    30 June 2021 
                                              30 June 2022     Restated(1) 
                                                     $'000           $'000 
------------------------------------------  --------------  -------------- 
 Exceptional items: 
 Transaction costs                                       -             503 
 Integration and business re-organisation              342             163 
 Other income                                            -         (1,626) 
 Legal costs                                            93             193 
 Impairment of goodwill                                787               - 
 Impairment of assets under construction               749            (16) 
------------------------------------------  --------------  -------------- 
 Total exceptional items                             1,971           (783) 
 Share-based payments expense                          306             122 
 Long-term employee benefits expense                   956             911 
 Amortisation of intangible assets                     598             609 
 Release of impairment of investment in 
  associate                                              -         (1,491) 
 Deferred consideration adjustment                   (243)               - 
 Profit on disposal of subsidiary                    (126)               - 
------------------------------------------  --------------  -------------- 
 Adjusting items in EBIT                             3,462           (632) 
 Tax related to adjusting items                      (449)             120 
------------------------------------------  --------------  -------------- 
 Adjusting items in profit                           3,013           (512) 
------------------------------------------  --------------  -------------- 
 

(1) Restatements are detailed in Note 2 to the notes to the interim financial statements

Transaction costs

Costs in the prior period relate to the acquisition of Jet East.

Integration and business re-organisation costs

Integration and business re-organisation costs of $342k include:

   --      Jet East integration related severance costs of $244k (H1 2021: $483k) 
   --      Costs associated with Group reorganisation of $98k (H1 2021: $nil) 

-- In the prior year the $163k of net costs related to Jet East severance costs ($483k above), offset in part by net credits of $320k relating to a reduction in the cost of closure provision for Fairoaks.

Other income

The prior period includes $1,626k credit for the derecognition of the Fairoaks lease release.

Legal costs

Legal costs in the current and prior year principally relate to professional fees in relation to ongoing litigation in respect of legacy cases going back many years, which are now being successfully closed out.

Impairment of goodwill

The impairment loss relates to the impairment of the goodwill associated with the closure of the paint and interior completion operations at Fort Lauderdale Executive Airport.

Impairment of assets under construction

The impairment loss relates to the impairment of further development costs incurred during the period in respect of the Business Aviation Centre at Sharjah International Airport in the UAE.

Share-based payments

The prior year credit relates to the forfeit of Directors' share options which offset the regular charge for other options.

Other long-term employee benefits

Other long-term employee benefits remuneration charge of $956k (H1 2021: $911kl) relates to an incentive plan with payments contractually linked to the continuing employment of executives of Jet East as well as the business performance of the combined Business Aviation MRO US.

Amortisation of intangible assets

Acquisition related intangible amortisation relates to acquired intangible assets (customer relationships and brands) recognised as part of the accounting for business combinations $598k (H1 2021: $609k).

Profit on disposal of subsidiary

The profit on disposal arose as a result of the disposal of the interest in Gama Aviation Saudi Arabia.

Tax related to adjusting items

The tax credit related to adjusting items was $449k (H1 2021: $120k charge).

Organic and constant currency growth

Organic and constant currency growth in Revenue, Gross Profit and EBIT is a measure which seeks to reflect the performance of the Group that will contribute to long-term sustainable growth. This growth excludes the impact of acquisitions or disposals, and foreign exchange movements. Constant currency growth has been calculated using a constant foreign exchange rate of $1.30 to GBP1, being the cumulative average USD-GBP exchange rate for H1 2022, (H1 2021: $1.39 to GBP1). Results of acquired and disposed businesses are excluded where the results include only part-year results in either current or prior periods. No adjustment has been made in this respect.

A reconciliation from organic and constant currency growth in Revenue to the most directly comparable IFRS measures is set out below.

 
                        For the period ended             For the period ended 30 June 
                                30 June 2022                                     2021 
-------------------  -----------------------  --------------------------------------- 
                                  % Constant             Rebase for 
                       Revenue      currency   Revenue           FX   Rebased Revenue 
                         $'000        growth     $'000        $'000             $'000 
-------------------  ---------  ------------  --------  -----------  ---------------- 
 BA MRO US              55,473           58%    35,174            -            35,174 
 BA excluding 
  MRO US                53,319           33%    41,342      (1,305)            40,037 
-------------------  ---------  ------------  --------  -----------  ---------------- 
 Business Aviation     108,792           45%    76,516      (1,305)            75,211 
 Special Mission        27,245           12%    25,918      (1,583)            24,335 
 T&O                     2,639          (6%)     2,969        (173)             2,796 
 Branding Fee              625         (67%)     1,875            -             1,875 
 Total                 139,301           34%   107,278      (3,061)           104,217 
-------------------  ---------  ------------  --------  -----------  ---------------- 
 

A reconciliation from organic and constant currency growth in Gross Profit to the most directly comparable IFRS measures is set out below.

 
                           For the period ended                For the period ended 30 June 
                                   30 June 2022                                        2021 
-------------------  --------------------------  ------------------------------------------ 
                                     % Constant                  Rebase for   Rebased Gross 
                      Gross Profit     currency   Gross Profit           FX          Profit 
                             $'000       growth          $'000        $'000           $'000 
-------------------  -------------  -----------  -------------  -----------  -------------- 
 BA MRO US                  12,085         166%          4,943            -           4,943 
 BA excluding 
  MRO US                     5,281         (2%)          5,067        (191)           4,876 
-------------------  -------------  -----------  -------------  -----------  -------------- 
 Business Aviation          17,366          81%         10,010        (191)           9,819 
 Special Mission             9,608          23%          8,311        (508)           7,803 
 T&O                         1,910         (5%)          2,148        (132)           2,016 
 Branding Fee                  625        (67%)          1,875            -           1,875 
 Total                      29,509          39%         22,344        (831)          21,513 
-------------------  -------------  -----------  -------------  -----------  -------------- 
 
 Gross Profit 
  Margin                     21.2%                       20.8%                        20.6% 
-------------------  -------------  -----------  -------------  -----------  -------------- 
 

Net Debt

A reconciliation of the IFRS financial statement line items that represent the Net Debt APM is tabulated below.

 
                                        30 June 2022   31 December 2021 
                                               $'000              $'000 
-------------------------------------  -------------  ----------------- 
 Cash                                         11,419             10,243 
 Borrowings                                 (55,101)           (67,154) 
-------------------------------------  -------------  ----------------- 
 Net Debt before IFRS 16 obligations 
  under leases                              (43,682)           (56,911) 
 Obligations under leases                   (42,674)           (48,002) 
-------------------------------------  -------------  ----------------- 
 Net Debt                                   (86,356)          (104,913) 
-------------------------------------  -------------  ----------------- 
 
   5.   Earnings per share ('EPS') 

The calculation of earnings per share is based on the earnings attributable to the ordinary shareholders divided by the

weighted average number of shares in issue during the period.

 
                                                                      Period ended 
                                                              Period       30 June 
                                                            ended 30          2021 
                                                           June 2022   Restated(1) 
--------------------------------------------------------  ----------  ------------ 
Numerator 
 Earnings $'000 
 Loss on continuing operations attributable to ordinary 
 equity holders of the parent for basic earnings             (4,061)       (2,262) 
Adjusting items                                                3,013         (512) 
Loss on continuing operations attributable to ordinary 
 shareholders for Adjusted earnings                          (1,048)       (2,774) 
 
Denominator 
Weighted average number of shares used in basic and 
 diluted EPS                                              63,739,456    63,658,655 
 
Loss per share on continuing operations (cents) 
Statutory - Basic and diluted                                  (6.4)         (3.6) 
Adjusted - Basic and diluted                                   (1.6)         (4.4) 
--------------------------------------------------------  ----------  ------------ 
 

(1) Restatements are detailed in Note 2 of the notes to the interim financial statements

Whilst the average share price for the six months ended 30 June 2022 was higher than the exercise price of some outstanding options, there is no dilutive effect as their effect would be anti-dilutive.

   6.   Net cash generated by operating activities 
 
                                                                                           Period ended 
                                                                    Period ended           30 June 2021 
                                                                    30 June 2022            Restated(1) 
                                                                           $'000                  $'000 
--------------------------------------------------------  ----------------------  --------------------- 
 Loss before tax                                                         (4,038)                (3,553) 
 
 Adjustments for: 
 Finance income                                                          (1,783)                  (127) 
 Finance costs                                                             4,132                  1,591 
 Depreciation - wholly owned assets                                        3,166                  3,284 
 Depreciation - ROU assets in admin expense                                  338                    792 
 Depreciation - ROU assets in cost of sales                                2,722                  2,443 
 Amortisation of acquired intangible assets                                  598                    609 
 Amortisation of other intangible assets                                   1,163                  1,082 
 Impairment of goodwill                                                      787                      - 
 Impairment of right-of-use assets                                            37                      - 
 Impairment/(reversal of impairment) of assets 
  under construction                                                         749                   (16) 
 Impairment of leasehold improvements                                        124                      - 
 Loss on disposal of property, plant & equipment                              65                      - 
 Non-cash lease settlement                                                     -                (1,626) 
 Share of loss of associates                                                   -                  1,491 
 Reversal of impairment of equity-accounted investments                        -                (1,491) 
 Release of provision in respect of COVID-19 government 
  support program                                                        (1,000)                      - 
 Share based payment expense                                                 306                    122 
--------------------------------------------------------  ----------------------  --------------------- 
 Operating cash inflow before movements in working 
  capital                                                                  7,366                  4,601 
 Unrealised foreign exchange movements                                   (2,214)                (1,045) 
 Decrease in inventories                                                     666                    730 
 Decrease/(increase) in receivables                                        1,131                (3,485) 
 Non-cash doubtful debt provision expense                                    108                      5 
 Increase in payables                                                      1,270                    873 
 Increase in deferred revenue                                              7,369                  7,275 
 Decrease in provisions                                                    (133)                  (410) 
--------------------------------------------------------  ----------------------  --------------------- 
 Cash generated by operations                                             15,563                  8,544 
 Taxes paid                                                                 (30)                  (174) 
--------------------------------------------------------  ----------------------  --------------------- 
 Net cash flows from operating activities                                 15,533                  8,370 
--------------------------------------------------------  ----------------------  --------------------- 
 

(1) Restatements are detailed in Note 2 to the notes to the interim financial statements

   7.   Disposal of subsidiaries and investments 

In March 2022 the Group's agreement, giving it control over Gama International Saudi Arabia, was terminated. As a result, the Group received $120k in cash. A $126k profit on disposal has been recognised following working capital adjustments.

In the six-month period to 30 June 2022, the Group has recognised the following items in relation to its sale of its US Air associate, Gama Aviation LLC, in March 2020:

-- Branding fees of $625k (H1 2021: $1,875k) relating to the licence for the continued use of the Gama Aviation Signature brand for up to two years. This agreement ended on 2 March 2022.

   --    Finance income of $nil (H1 2021: $90k) on deferred consideration 
   8.   Goodwill 
 
                                        $'000 
-------------------------------  ------------ 
 Cost 
 At 31 December 2021                   47,514 
 Exchange differences                 (4,336) 
-------------------------------  ------------ 
 At 30 June 2022                       43,178 
 
 Accumulated impairment losses 
 At 31 December 2021                   25,278 
 Impairment loss                          787 
 Exchange differences                 (2,223) 
-------------------------------  ------------ 
 At 30 June 2022                       23,842 
 

Carrying amount

 
 At 30 June 2022        19,336 
---------------------  ------- 
 At 31 December 2021    22,236 
 

The recoverable amount of goodwill is allocated to the following cash generating units ('CGUs'):

 
                                                      31 December 
                                        30 Jun 2022          2021 
                                              $'000         $'000 
------------------------------------  -------------  ------------ 
 Business Aviation MRO US                         -           787 
 Business Aviation excluding MRO US           7,652         8,043 
 Special Mission                             10,578        11,119 
 Technology & Outsourcing                     1,106         2,287 
------------------------------------  -------------  ------------ 
                                             19,336        22,236 
------------------------------------  -------------  ------------ 
 

As a result of the then ongoing COVID-19 pandemic, the Group carried out an extensive exercise to determine whether at the 2021 year-end there were any indicators of impairment across the asset base. As a result of that exercise, the Group considered that the recoverable amount of all CGUs exceeded the carrying amounts, and no additional impairment of the goodwill carrying value was required.

A review was carried out on the goodwill carrying values at the 2022 half year and, again, the results indicated that the recoverable amount of all CGUs exceeded the carrying amounts, and, apart from the impairment recognised in in relation to the discontinued operation FXE, no additional impairment of the goodwill carrying values have been made.

   9.   Other intangible assets 
 
                            Brands    Customer relationships          Computer software                      Total 
                             $'000                     $'000                      $'000                      $'000 
-------------------------  -------  ------------------------  -------------------------  ------------------------- 
 Cost 
 At 31 December 
  2021                       1,181                    20,838                     12,706                     34,725 
 Additions                       -                         -                        996                        996 
 Foreign exchange 
  differences                    -                     (430)                    (1,316)                    (1,746) 
-------------------------  -------  ------------------------  -------------------------  ------------------------- 
 At 30 June 2022             1,181                    20,408                     12,386                     33,975 
 
 Amortisation and 
  accumulated impairment 
  losses 
 At 31 December 
  2021                         227                    14,542                      4,302                     19,071 
 Amortisation                  118                       480                      1,163                      1,761 
 Foreign exchange 
  differences                    -                     (272)                      (498)                      (770) 
-------------------------  -------  ------------------------  -------------------------  ------------------------- 
 At 30 June 2022               345                    14,750                      4,967                     20,062 
 
 Carrying Amount 
 At 30 June 2022               836                     5,658                      7,419                     13,913 
-------------------------  -------  ------------------------  -------------------------  ------------------------- 
 At 31 December 
  2021                         954                     6,296                      8,404                     15,654 
 

Brands of $1,181k relate to the purchase of Jet East in 2021 and is being amortised over the estimated useful economic life of five years.

Customer relationship assets are amortised over their useful economic lives, which are estimated to be ten years. During the period ending 30 June 2022, there were no additions. The foreign exchange differences of $430k arise from the weakening of the pound against the dollar in relation to sterling denominated intangibles.

Computer software costs comprise internally developed software costs arising in the Group's myairops(c) business, as well as purchased software, such as operational and financial systems. All costs are amortised over their useful economic lives, which are estimated to be between three and five years. The carrying value of internally developed software within this balance is $6,673k (FY 2021: $7,450k).

10. Property, plant and equipment

 
                                                                                             Assets 
                                                                Fixtures,                    in the 
                                                     Aircraft    fittings                    course 
                  Helicopters      Leasehold              and         and      Motor             of 
                                improvements   refurbishments   equipment   vehicles   construction     Total 
                        $'000          $'000            $'000       $'000      $'000          $'000     $'000 
--------------  -------------  -------------  ---------------  ----------  ---------  -------------  -------- 
 Cost 
 At 31 
  December 
  2021                 28,863         19,611           12,518      14,425      3,220          4,609    83,246 
 Additions                  -            106                -       1,295        139            749     2,289 
 Disposals                  -              -                -       (146)          -              -     (146) 
 Foreign 
  exchange 
  difference          (2,847)        (1,669)          (1,235)       (621)       (27)              -   (6,399) 
 At 30 June 
  2022                 26,016         18,048           11,283      14,953      3,332          5,358    78,990 
--------------  -------------  -------------  ---------------  ----------  ---------  -------------  -------- 
 
 Accumulated 
 depreciation 
 and 
 impairment 
 At 31 
  December 
  2021                  1,932          6,812            4,538       9,566      2,300          4,609    29,757 
 Depreciation 
  charge for 
  the period              204            600            1,089       1,032        241              -     3,166 
 Impairment 
  charge for 
  the period                -            124                -           -          -            749       873 
 Disposals                  -              -                -        (81)          -              -      (81) 
 Foreign 
  exchange 
  difference            (181)          (516)            (537)       (394)       (19)              -   (1,647) 
--------------  -------------  -------------  ---------------  ----------  ---------  -------------  -------- 
 At 30 June 
  2022                  1,955          7,020            5,090      10,123      2,522          5,358    32,068 
--------------  -------------  -------------  ---------------  ----------  ---------  -------------  -------- 
 
 Carrying 
  amount 
 At 30 June 
  2022                 24,061         11,028            6,193       4,830        810              -    46,922 
--------------  -------------  -------------  ---------------  ----------  ---------  -------------  -------- 
 At 31 
  December 
  2021                 26,931         12,799            7,980       4,859        920              -    53,489 
--------------  -------------  -------------  ---------------  ----------  ---------  -------------  -------- 
 
 

11. Obligations under leases

The Group leases many assets including property, aircraft, vehicles, fixtures, fittings and equipment. Information about leases for which the Group is a lessee is presented below.

 
                                             Fixtures, 
                             Leasehold    fittings and 
                              property       equipment     Vehicles     Total 
 Right-of-use assets             $'000           $'000        $'000     $'000 
--------------------------  ----------  --------------  -----------  -------- 
 Cost 
 At 31 December 2021            63,843             136          319    64,298 
 Additions                          97             235          202       534 
 Disposals                     (7,693)               -         (23)   (7,716) 
 Foreign exchange 
  difference                   (3,265)            (16)         (22)   (3,303) 
 At 30 June 2022                52,982             355          476    53,813 
--------------------------  ----------  --------------  -----------  -------- 
 
 Accumulated depreciation 
 At 31 December 2021            27,776              18          121    27,915 
 Charge for the period 
  - cost of sales                2,664               2           56     2,722 
 Charge for the period 
  -administrative costs            307              15           16       338 
 Disposals                     (6,891)               -         (23)   (6,914) 
 Impairment                         37               -            -        37 
 Foreign exchange 
  difference                     (885)             (1)         (12)     (898) 
--------------------------  ----------  --------------  -----------  -------- 
 At 30 June 2022                23,008              34          158    23,200 
--------------------------  ----------  --------------  -----------  -------- 
 
 Carrying amount 
--------------------------  ----------  --------------  -----------  -------- 
 At 30 June 2022                29,974             321          318    30,613 
--------------------------  ----------  --------------  -----------  -------- 
 At 31 December 2021            36,067             118          198    36,383 
--------------------------  ----------  --------------  -----------  -------- 
 
                                             Fixtures, 
                             Leasehold    fittings and 
                              property       equipment     Vehicles     Total 
 Obligations under                                            $'000 
  leases                         $'000           $'000                  $'000 
--------------------------  ----------  --------------  -----------  -------- 
 
 At 31 December 2021            47,579             117          306    48,002 
 Additions                          97             235          202       534 
 Finance expense                 1,241               4            9     1,254 
 Lease payments                (3,710)            (28)         (44)   (3,782) 
 Derecognition                   (852)               -            -     (852) 
 Foreign exchange 
  difference                   (2,442)            (13)         (27)   (2,482) 
 At 30 June 2022                41,913             315          446    42,674 
--------------------------  ----------  --------------  -----------  -------- 
 
 At 30 June 2022 
--------------------------  ----------  --------------  -----------  -------- 
 Current                         8,001              68          111     8,180 
 Non-current                    33,912             247          335    34,494 
--------------------------  ----------  --------------  -----------  -------- 
 Total                          41,913             315          446    42,674 
--------------------------  ----------  --------------  -----------  -------- 
 

Lease obligation additions relate to:

   --    $235k for Group photocopier leases; 
   --    $202k for new vans used for transportation of equipment in the UK 
   --      $97k for a new office lease at Bedford, Massachusetts 

In June 2017, the Group entered into a 25-year non-cancellable Build-Operate-Transfer and Service Concession agreement with Sharjah Airport Authority under which the Group is committed to construct a Business Aviation Centre ('BAC') at Sharjah Airport. The agreement now runs from June 2017 until June 2052 following the exercise of the ten-year extension option during the year.

The lease liability has been discounted at an incremental borrowing rate of 7.3% (FY 2021: 7.3%) and on an expected lease term of 35 years (FY 2021: 35 years). The Sharjah BAC includes a $nil (FY 2021: $nil) right-of-use asset and $9,802k (FY 2021: $9,850k) obligation under leases at 30 June 2022.

12. Borrowings

 
                                                                               31 December 
                                                30 June 2022                          2021 
                                                       $'000                         $'000 
--------------------------------------------  --------------  ---------------------------- 
 Secured borrowing at amortised cost 
 Other loans                                           1,345                         1,415 
 Bank borrowings                                      53,756                        64,739 
 Paycheck Protection Program loan                          -                         1,000 
--------------------------------------------  --------------  ---------------------------- 
                                                      55,101                        67,154 
--------------------------------------------  --------------  ---------------------------- 
 
 Total borrowings 
 Other loans                                           1,345                         1,415 
 Bank borrowings                                      53,756                        37,760 
 Payment Protection Program loan                           -                         1,000 
--------------------------------------------  --------------  ---------------------------- 
 Amount due for settlement within 12 months           55,101                        40,175 
--------------------------------------------  --------------  ---------------------------- 
 Other loans                                               -                             - 
 Bank borrowings                                           -                        26,979 
--------------------------------------------  --------------  ---------------------------- 
 Amount due for settlement after 12 months                 -                        26,979 
--------------------------------------------  --------------  ---------------------------- 
 

During 2020, the Group received funds under the Paycheck Protection Program ('PPP') in the form of a loan arrangement from Citibank guaranteed by the US Government, which was specifically intended to help businesses maintain their US workforce during the COVID-19 pandemic. The Group made the application in good faith and in the belief that the PPP loan request was necessary and otherwise in accordance with the then applicable rules, to support its ongoing operations given the economic uncertainty caused by the pandemic. $5,753k funds were received on 12 May 2020 and were initially recognised as borrowings in current liabilities. $4,753k of these funds are considered by the Company to be eligible for forgiveness within the terms of the PPP and were therefore recognised in 2020 as income against the related expenses in the income statement, reducing the amount of borrowings at the period end to a repayable element of $1,000k. Confirmation of the full loan forgiveness was received on 19 May 2022 and therefore the repayable element of $1,000k loan is now considered not to be repayable.

On other unsecured loans of $1,345k (FY 2021: $1,415k), interest accrued at an average of 5.4% during H1 2022 (FY 2021: 6.6%).

The other principal features of the Group's bank borrowings are as follows:

-- Bank borrowings at 30 June 2022 of $53.8m (FY 2021: $64.7m) comprise drawdowns from a $50.0m RCF and a GBP20.0m Term Loan (the "Loan"). These facilities are subject to customary banking security arrangements

-- The RCF, which is presented in current liabilities, is settled and drawn down on a cyclical basis. The facility matures on 14 November 2022

   --      At 30 June 2022, $20.5m (FY 2021: $12.1m) of the $50m RCF facility was undrawn 
   --    The Loan, which is presented in current liabilities, matures on 31 January 2023 

-- A letter of awareness has been provided by CK Hutchison Holdings Ltd ("CKHH"), which has an indirect shareholding of 29.8% in the Group, to HSBC that CKHH's intention, while any amount is outstanding under the facility, is not to reduce its shareholding in the Group below 25.0% without consent from the lender or discharge of the facility. No legal implications are imposed on CKHH.

-- In August 2022, CKHH notified the Board that, while it would continue to provide support (in the form of the existing letter of awareness) for the current facilities until they are due for renewal, CKHH believes that it is more appropriate for the Group to secure facilities on a standalone basis, rather than relying on the unilateral support of one minority shareholder. Consequently, it has advised the Group that it will not provide such support beyond the expiry dates of the current facilities.

At 30 June 2022

 
                                                                           Drawn 
                                                   Drawn (local    (presentation 
                                      Facility        currency)        currency) 
                        Maturity          '000             '000            $'000 
-----------  ----  -------------  ------------  ---------------  --------------- 
                      14 November 
 RCF                         2022    USD 50,000       GBP 7,000            8,511 
                                                     USD 21,000           21,000 
                       31 January 
 Term loan                   2023    GBP 20,000      GBP 20,000           24,318 
-----------------   -------------  ------------  --------------  --------------- 
 Bank borrowings before arrangement fees                                  53,829 
 Capitalised loan arrangement fees                                          (73) 
---------------------------------------------------------------  --------------- 
 Bank borrowings                                                          53,756 
---------------------------------------------------------------  --------------- 
 

At 31 December 2021

 
                                                                           Drawn 
                                                   Drawn (local    (presentation 
                                      Facility        currency)        currency) 
                        Maturity          '000             '000            $'000 
-----------  ----  -------------  ------------  ---------------  --------------- 
                      14 November 
 RCF                         2022    USD 50,000      GBP 17,000           22,932 
                                                     USD 15,000           15,000 
                       31 January 
 Term loan                   2023    GBP 20,000      GBP 20,000           26,979 
-----------------   -------------  ------------  --------------  --------------- 
 Bank borrowings before arrangement fees                                  64,911 
 Capitalised loan arrangement fees                                         (172) 
---------------------------------------------------------------  --------------- 
 Bank borrowings                                                          64,739 
---------------------------------------------------------------  --------------- 
 

13. Related party transactions

During the period, Group companies entered into the following transactions with related parties who are not members of the Group:

 
                                               Sale of services    Purchase of services 
                                              ------------------  ---------------------- 
                                                H1 2022  H1 2021      H1 2022    H1 2021 
                                                  $'000    $'000        $'000      $'000 
--------------------------------------------  ---------  -------  -----------  --------- 
Gama Aviation LLC (other trading balances)*           -    1,510            -         55 
China Aircraft Services Limited                       -      526            -          - 
Air Arabia/Felix Trading Company LLC                107      180          137         75 
BBGA Ltd                                              -        -           14          - 
Mr Canning Fok                                        7    1,076            -          - 
M Khalek                                              5        1            -          - 
--------------------------------------------  ---------  -------  -----------  --------- 
 

* Gama Aviation LLC - was an associate in which GB Aviation Holdings LLC owned a 49% interest before disposal in March 2020

The following amounts were outstanding at the balance sheet date:

 
                                   Amounts owed by     Amounts owed to 
                                    related parties     related parties 
                                  ------------------  ------------------ 
                                    H1 2022  H1 2021    H1 2022  H1 2021 
                                      $'000    $'000      $'000    $'000 
--------------------------------  ---------  -------  ---------  ------- 
China Aircraft Services Limited           -    1,433          -    1,750 
Gama Aviation LLC*                        -      221          -       12 
Air Arabia                              158      234        125      100 
Mr Canning Fok                            -       30         67        - 
M Khalek                                  6        -          -        - 
GB Aviation Holdings LLC                  -       40          -        - 
--------------------------------  ---------  -------  ---------  ------- 
 

* Gama Aviation LLC - was an associate in which GB Aviation Holdings LLC owned a 49% interest before disposal in March 2020

14. Dividends

The Directors do not propose that an interim dividend be paid for the six months to 30 June 2022 (H1 2021: $nil).

15. Taxation

 
                                                                                    Period ended 30 June 2021 
                                                  Period ended 30 June 2022                       Restated(1) 
-----------------------------------------  --------------------------------  -------------------------------- 
                                           Statutory               Adjusted  Statutory               Adjusted 
                                              result  Adjustments    result     result  Adjustments    result 
                                               $'000        $'000     $'000      $'000        $'000     $'000 
-----------------------------------------  ---------  -----------  --------  ---------  -----------  -------- 
Corporation tax: 
    Current year charge                           64            -        64         13            -        13 
    Adjustment in respect of prior years           -            -         -          3            -         3 
Deferred tax: 
    Current year (credit)/charge               (258)          449       191      (721)        (120)     (841) 
Total tax (credit)/charge for the period       (194)          449       255      (705)        (120)     (825) 
-----------------------------------------  ---------  -----------  --------  ---------  -----------  -------- 
 

(1) Restatements are detailed in Note 2 to the notes to the interim financial statements

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current period.

 
                                                                  Deferred 
                                                             consideration 
                                              Fixed asset        on US air 
                            Non-deductible      and other        associate 
                                  acquired      temporary        temporary 
                               intangibles    differences      differences   Tax losses    Total 
                                     $'000          $'000            $'000        $'000    $'000 
-------------------------  ---------------  -------------  ---------------  -----------  ------- 
 At 1 January 2022                 (1,590)             36              161        5,310    3,917 
 Credit/(charge) in year               334          (167)            (161)          253      259 
 At 30 June 2022                   (1,256)          (131)                -        5,563    4,176 
-------------------------  ---------------  -------------  ---------------  -----------  ------- 
 

16. Share-based payments

There were no share options awarded in the six-month period ended 30 June 2022.

Details of the options outstanding during the period are:

 
                       Number 
                         '000 
-------------------   ------- 
 At 1 January 2022      4,017 
 Forfeited               (76) 
--------------------  ------- 
 At 30 June 2022        3,941 
--------------------  ------- 
 

In the current half year, a charge of $306k (Restated H1 2021: $122k) has been recognised for shared based payments.

17. Subsequent events

In August 2022, CKHH notified the Board that while it would continue to provide support (in the form of the existing LoA) for the current facilities until they are due for renewal, CKHH believes that it is more appropriate for the Group to secure facilities on a standalone basis rather than relying on the unilateral support of one minority shareholder. Consequently, it has advised the Group that it will not provide such support beyond expiry dates of the current facilities.

As a result, management is actively seeking to source, and is progressing towards, securing the new funding and credit facilities required to replace the current facilities.

On 27 September 2022 the Group completed the sale and lease back of its helicopter assets resulting in a cash inflow of $27m. This, together with cash at hand, will be used to repay the RCF (of which $31m is currently drawn) upon its maturity.

The Board has determined that, going forward, credit facilities totalling $40m would be sufficient to meet the liquidity and working capital needs of the Group and does not now expect that it will require a replacement facility for its current term loan.

The Board has consulted extensively with its advisors, and with their active support, discussions remain ongoing in respect of securing new credit facilities required to meet the Group's funding needs. The Board is therefore confident that, although there can be no certainty, a positive outcome will be reached prior to 31 January 2023, when the existing facilities expire. A further update will be provided when binding terms are secured .

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END

IR FDLLLLKLLBBB

(END) Dow Jones Newswires

September 28, 2022 02:02 ET (06:02 GMT)

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