Global Ports Holding PLC (GPH)
Preliminary results for the twelve months ended 31 March 2023
10-Jul-2023 / 07:00 GMT/BST
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Global Ports Holding Plc
Preliminary results for the twelve months ended 31 March 2023
Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, today announces its
unaudited results for the year ended 31 March 2023 ('Reporting Period').
12 months ended 12 months ended YoY change 3 months ended 3 months ended
Key Financials & KPIs1
31-Mar-23 31-Mar-22 (%) 31-Mar-23 31-Mar-22
Passengers (m)2 9.2 2.4 281% 2.4 0.9
Total Revenue (USDm) 213.6 128.4 66% 39.5 21.2
Adjusted Revenue (USDm)3 117.2 40.3 191% 25.0 12.1
Segmental EBITDA (USDm)4 80.0 12.9 519% 16.1 4.9
Adjusted EBITDA (USDm)5 72.7 7.0 937% 13.5 2.6
Segmental EBITDA Margin (%) 68.3% 32.1% 64.5% 40.1%
Adjusted EBITDA Margin (%) 62.0% 17.4% 54.2% 21.8%
Operating Profit/ Loss (USDm) 28.2 (29.7)
Loss before tax (USDm) (9.5) (43.9)
Loss after tax (USDm) (10.5) (44.5)
Underlying profit/(loss) (USDm) 6 13.5 (18.0)
EPS (c) (39.8) (57.3)
Adjusted EPS (c) 7 21.4 (28.6)
31-Mar-23 31-Mar-22
Gross Debt (IFRS) (USDm) 672.4 598.6 12%
Gross Debt ex IFRS 16 Leases (USDm) 612.3 534.7 15%
Net Debt ex IFRS 16 Leases (USDm) 494.0 435.0 14%
Cash and Cash Equivalents (USDm) 118.3 99.7 19%
Mehmet Kutman, Co-Founder, Chief Executive Office and Chairman,
said:
"Our cruise operations have returned to, and have in fact now
exceeded, pre-pandemic activity levels. We are delighted with the
performance in the Reporting Period and are very pleased with our
strong start to the 2023 cruise season.
The outlook for the cruise industry is strong and GPH is well
positioned to be a key enabler and beneficiary of its continued
growth and success in the years ahead."
Key Highlights
-- GPH welcomed 9.2 million passengers across our consolidated
and managed port network in the ReportingPeriod, a 281% increase on
the prior Reporting Period
-- Adjusted Revenue for the Reporting Period was USD 117.2
million, a 191% increase on the USD 40.3 millionin the prior
Reporting Period
-- Adjusted EBITDA rose 937% to USD 72.7 million, reflecting the
positive impact of the significantly higherpassenger volumes on
Adjusted Revenue and our continued tight control of OPEX, which
rose by just 34% -- In the fourth quarter we added Alicante Cruise
Port to our network, signing a 15-year concessionagreement. This
took the total number of new ports added in the Reporting Period to
seven. Alicante CruisePort, Fuerteventura Cruise Port, Lanzarote
Cruise Port, Las Palmas Cruise Port, Tarragona Cruise Port and
VigoCruise Port in Spain; Prince Rupert Cruise Port, Canada
-- Based on current call lists across our current consolidated
and managed cruise port network, wecurrently forecast welcoming
11.8 million passengers in the upcoming 2024 Reporting Period.
Passenger volumesare set to increase further as we expect to add
San Juan Cruise Port and St Lucia Cruise Port to the GPHnetwork in
the 2024 Reporting Period.
-- Across the total portfolio of GPH, including non-consolidated
entities, passenger volumes in the 2024Reporting Period are
expected to exceed 15 million passengers
-- Shortly after the end of the Reporting Period: -- Nassau
Cruise Port successfully refinanced part of its indebtedness,
reducing the cost of debt asa result, and
-- Ege Port entered into an extension agreement, extending the
current concession by additional 19years
Balance Sheet
At 31 March 2023 IFRS Gross Debt was USD 672.4 million (Ex
IFRS-16 Leases Gross Debt: USD 612.3 million), compared to Gross
Debt at 31 March 2022 of USD 598.6 million (Ex IFRS-16 Leases Gross
Debt: USD 534.7 million).
The main drivers for the increase in Gross Debt were the partial
drawdown (USD 38.9 million) of the USD 75 million growth facility
under the Sixth Street loan to finance the Ege Port concession
extension, additional loans and bonds to finance the expected CAPEX
for recent European acquisitions (Malta bond, and bank loans at
Tarragona Cruise Port and Canary Island Cruise Ports, combined USD
25.4 million), in addition to accrued (PIK) interest under the
Sixth Street loan, partially offset by scheduled loan
amortizations.
Net debt Ex IFRS-16 Leases was USD 494.0 million at the end of
the Reporting Period compared to USD 435.0 million as at 31 March
2022. At 31 March 2023, GPH had cash and cash equivalents of USD
118.2 million, compared to USD 99.7 million at 31 March 2022.
The additional Gross Debt incurred by way of additional loans
and bonds described above had no material impact to Net Debt in the
Reporting Period as the funds remained on balance sheet as cash as
at 31 March 2023 and have been invested shortly after the end of
the Reporting Period (Ege Extension) or will be invested (debt
raised for European expansion). The main driver of the increase in
Net Debt during the Reporting Period was cash capital expenditure
of USD 78.5 million, the majority of which was for the ongoing
investment into Nassau Cruise Port, partially offset by operating
cash flows of USD 61.3 million, reflecting the growth in Adjusted
EBITDA.
Nassau Cruise Port Re-financing
Shortly after the end of the Reporting Period, Nassau Cruise
Port successfully refinanced its local bond issued in June 2020.
The refinancing resulted in an increase in the nominal outstanding
amount to USD 145 million (from USD 134.4 million) and a reduction
in the fixed coupon to 6.0% (from 8.0%), reducing the annual
interest payment by USD 2.0 million. The maturity date of 2040
remains unchanged as does the principal repayment schedule which is
ten equal annual payments from June 2031. The bond remains
non-recourse to GPH or any other Group entity.
Ege Port, Kusadasi Concession Extension
Shortly after the end of the Reporting Period, GPH reached an
agreement to extend its concession agreement for Ege Port,
Kusadasi. The original concession agreement was due to expire in
July 2033, and following this extension agreement the concession
will now expire in July 2052.
In exchange for the extension of the existing concession
agreement, Ege Port has paid an upfront concession fee of TRY 725.4
million (USD 38 million). In addition, Ege Port has committed to
invest an amount equivalent to 10% of the upfront concession fee
within the next 5 years to improve and enhance the cruise port and
retail facilities at the port, and will pay a variable concession
fee equal to 5% of its gross revenues during the extension period
starting after July 2033.
The up-front concession fee payment and related expenses have
been financed by partial utilisation, shortly before the end of the
Reporting Period, of the USD 75 million growth facility provided by
Sixth Street, previously announced on 24 May 2021 and approved by
shareholders on 9 June 2021. As part of this additional USD 38.9
million draw down, GPH has issued further warrants to Sixth Street
representing an additional 2.0% of GPH's fully diluted share
capital (in addition to the warrants issued at financial closing in
July 2021 equivalent to 9.0% of GPH's fully diluted share
capital).
The upfront concession fee has been funded by a capital increase
at Ege Port. This capital increase was provided by GPH only. As a
result, GPH's equity stake in Ege Port has increased to 90.5% (from
72.5%).
Malta bond issuance
Shortly before the end of the Reporting Period, GPH, through a
100% owned SPV in Malta, issued EUR 18.1 million of unsecured bonds
due 2030 with a fixed coupon of 6.25% per annum. These bonds are
guaranteed by GPH, and the proceeds will be used to partially
finance GPH's investment plans for recent cruise port acquisitions
in Europe.
Subordinated shareholder loans
During the last two years GPH has received additional, long-term
funding support from its largest shareholder Global Investment
Holding AS ("GIH") in the form of subordinated shareholder loans to
finance project expenses for expansion projects, debt service and
general corporate purposes.
As of the end of the Reporting Period, the total amount of
subordinated shareholder loans received from GIH is USD 24.9
million, an increase of USD 21.9 million during the Reporting
Period. These funds have helped support the continued expansion of
the Group while cruise operations were significantly impacted by
Covid.
Strategic review and financing
In May 2021, GPH entered into a five-year, senior secured loan
agreement for up to USD 261.3 million with Sixth Street. This
financing provided for two term loan facilities, consisting of an
initial five-year facility of USD 186.3 million and an additional
five-year growth facility of up to USD 75 million (of which USD
38.9 million has been drawn down as of 30 June 2023). As part of
this financing, GPH has issued warrants to Sixth Street
representing a total of 11.0% of GPH's fully-diluted share capital.
The warrants will become exercisable by Sixth Street upon certain
specific events, including the acceleration, repayment in full or
termination of the loan, de-listing of GPH or a change of
control.
In January 2023, GPH announced that it was undertaking a
strategic review of the Group's current capital and financing
structure including considering a range of potential corporate
activity including strategic investments, joint ventures and new
partnerships, for the purpose of exploring ways to maximise value
for all stakeholders.
As part of this review, GPH has engaged advisors and is in
advanced discussions with rating agencies regarding a private
rating assessment for the prospective issuance of further debt
instruments by the Group, targeting an investment grade rating. The
main purpose of the prospective financing would be to prepay the
Sixth Street financing in order to reduce financing costs and
extend the maturity of this debt, as well as provide capital for
further growth. T here can be no certainty what final credit rating
will be achieved, and with respect to the terms, timing or
implementation of any refinancing. Further details will be provided
when it is appropriate to do so.
Outlook
The scheduled launch of new cruise ships in the year ahead means
the number of available berths across the global cruise fleet will
reach all-time highs in 2024 and, when combined with industry
occupancy rates reaching pre-Covid-19 levels, the industry will be
propelled to exciting new highs.
Industry booking patterns have been rebuilt to market norms over
the last 12 months, and all major cruise lines have reported record
booking trends for 2023.
Looking further into the future, long-established demand and
supply trends in the cruise industry have re-established themselves
as key drivers of cruise industry growth. According to Cruise
Industry News, by the end of 2027, passenger capacity in the cruise
industry is forecast to grow to over 40 million, a growth rate of
45% from pre-Covid levels.
The medium to long-term demand trends have been largely
unaffected by Covid-19. The growing appetite for leisure travel, if
anything, has perhaps increased.
Cruise ports have to invest significantly in their
infrastructure to meet the needs of the growing number of cruise
ships and the growing size of cruise ships as well as the increased
demand from passengers for an improved cruise port experience.
Those requirements have re-emerged even stronger, as the
anticipated growth in the industry brings exciting prospects and
potential risks for those involved in the cruise port industry.
Cruise ports will face some substantial obstacles due to the
growing size of cruise ships and the continued growth and
segmentation of the passenger base.
GPH's significant experience and know-how in port and
destination development and global cruise port operations, honed
from our experiences worldwide, means we are well-positioned to
play a primary role in both this investment and industry growth in
the years ahead.
Our inorganic growth aspirations continue and we expect to add
San Juan Cruise Port and St Lucia Cruise Port to the network in the
2024 Reporting Period with additional opportunities under
review.
For the Reporting Period to 31 March 2024 and for the current
portfolio of cruise ports, we currently expect, based on confirmed
booking requests made by our cruise line partners, that we will
welcome 11.8 million passengers to our consolidated and managed
cruise port portfolio.
Current trading for the 2024 Reporting Period (12 months to 31
March 2024) is broadly in line with current market expectations
forecasts.
Notes - For full definitions and explanations of each
Alternative Performance measure in this statement please refer to
the section at the end of this document 1. All USD refers to United
States Dollar unless otherwise stated 2. Passenger numbers refer to
consolidated and managed portfolio consolidation perimeter; hence
it excludesequity accounted ports La Goulette, Lisbon, Singapore,
and Venice. 3. Adjusted revenue is calculated as total revenue
excluding IFRIC-12 construction revenue 4. Segmental EBITDA
includes the EBITDA from all equity consolidated ports and the
pro-rata Net Profit ofequity-accounted associates La Goulette,
Lisbon, Singapore, and Venice and the contribution from
managementagreements 5. Adjusted EBITDA calculated as Segmental
EBITDA less unallocated (holding company) expenses 6. Underlying
Profit is calculated as profit / (loss) for the year after adding
back: amortisation expensein relation to Port Operation Rights,
non-cash provisional income and expenses, non-cash foreign
exchangetransactions and specific non-recurring expenses and
income. 7. Adjusted earnings per share is calculated as underlying
profit divided by weighted average number ofshares
For further information, please contact:
CONTACT
For investor, analyst and financial media enquiries: For media enquiries:
Global Ports Holding, Investor Relations Global Ports Holding
Martin Brown Ceylan Erzi
Telephone: +44 (0) 7947 163 687 Telephone: +90 212 244 44 40
Email: martinb@globalportsholding.com Email: ceylane@globalportsholding.com
A copy of this report will be available on our website
www.globalportsholding.com today from 0700hrs (BST).
Chairman and CEO Statement
During the Reporting Period, we welcomed the continued easing
and eventual lifting of global travel restrictions, the steady
return of the global cruise fleet to sailing, and a consistent
increase in cruise passenger volumes as occupancy rates rose. By
the end of the Reporting Period, our journey to recovery was
complete. We welcomed 9.2 million passengers at our consolidated
and managed ports in the Reporting Period, with 2.5 million
passengers handled in the three months to 31 March 2023, compared
to a previous high for this period of 1.8 million.
By the end of the Reporting Period, we had achieved a number of
significant milestones for the Group:
. Welcomed 9.2 million cruise passengers across our consolidated
and managed portfolio
. Nassau Cruise Port had several days of hosting six cruise
ships simultaneously and welcomed over 28,000 passengers in a
single day. In May 2023 the port hosted its grand opening party,
welcoming over 500 local and industry partners to experience new
upland facilities and the fantastic experience that now awaits
cruise passengers at the port
. Seven new cruise ports added to our network, including our
first in North America
. Concession agreement signed for San Juan Cruise Port and a MoU
for St Lucia Cruise Port
. Shortly after the end of the Reporting Period, we extended our
concession for Ege Port, Kusadasi, by 19 years
The scheduled growth in the global cruise fleet in the year
ahead will drive available berth capacity across the industry to
new highs and with strong forecast growth for the global cruise
fleet and 11.8 million passengers expected at our consolidated and
managed ports in the 2024 Reporting Period, we look towards the
future with confidence.
Significant Expansion
Inorganic growth is a core component of our strategy, and we
remain very focused on the continued successful delivery of our
inorganic growth strategy. We believe that the growth and size of
our network and our unrivalled experience and success in investing
and transforming cruise port infrastructure makes GPH the
demonstrable market leader in cruise port development.
Cruise ports are facing both exciting prospects and potential
challenges due to the growing number and capacity of cruise ships.
Many ports current infrastructure cannot support the growing size
of the latest cruise ships or the anticipated influx of passengers
that the higher ship capacities will bring. As a result, many
cruise ports will need to make significant infrastructure
investments if they want to remain competitive and relevant. This
need for investment into port infrastructure and the benefits to
all stakeholders of the adoption of global best practice is a
significant driver of GPH's pipeline of new port opportunities.
The impact of this growth and expansion of the industry was seen
throughout our port network in a series of records during the
Reporting Period. Nassau Cruise Port has hosted a record six cruise
ships simultaneously and, in February 2023, welcomed a record
28,554 cruise passengers in a single day. Zadar Cruise Port,
Croatia, hosted a record four cruise ships in a single day, and Ege
Port, Kusadasi in Türkiye, welcomed Odyssey of the Seas, the
largest-ever cruise ship to call at a Turkish port. Kalundborg
Cruise Port, Denmark, hosted AIDAnova, the largest ship to ever
call at the port.
At the start of the Reporting Period, Tarragona Cruise Port,
Spain joined the network following the signing of a 12-year
concession with a six-year extension option. Through a 50/50 joint
venture with local partners, we started non-exclusive cruise port
operations at Vigo Cruise Port, Spain, under a concession agreement
that currently runs until the end of 2024.
In the Canary Islands, Spain our 80:20 joint venture between GPH
and our local partner Sepcan S.L., signed concessions agreements
for three ports in the Reporting Period. We signed 20-year
concessions for Fuerteventura Cruise Port and Lanzarote Cruise Port
and a 40-year concession for Las Palmas Cruise Port. Our Spanish
operations expanded further when the same joint venture signed a
15-year concession for Alicante Cruise Port.
In addition, we signed a 30-year concession agreement in August
2022 for one of the largest cruise ports in the Caribbean, San Juan
Cruise Port, Puerto Rico. Closing of this concession is expected in
the 2024 Reporting Period for what is a strategically important
port in the Caribbean. San Juan Cruise Port is perfectly positioned
to be included in both Eastern Caribbean and Southern Caribbean
itineraries, and its airport and hotel infrastructure, combined
with the fact that Puerto Rico is a US territory, means it is also
an attractive and popular homeport destination. In October 2022, a
Memorandum of Understanding was signed for a 30-year concession,
with a 10-year extension option, for the cruise port of St
Lucia.
Board and management
In May 2022, Emre Sayin, Chief Executive, stepped down from his
role to pursue new business opportunities. At this time, I took on
the Chief Executive role. I want to thank Emre on behalf of the
Board of Directors for his commitment and leadership throughout his
tenure at GPH.
Aborted takeover
As reported in our 2022 Annual Report, on 15 June 2022, GPH
confirmed that it had received an approach regarding a potential
cash offer for all of the shares in the Company by SAS Shipping
Agencies Services Sarl (SAS), a wholly owned subsidiary of MSC
Mediterranean Shipping Company. On 12 July 2022, GPH's Board of
Directors announced that it had terminated these talks, and SAS
confirmed that it did not intend to make an offer for GPH.
Sustainability
GPH has always strived to be a good corporate citizen. We take
care to minimize the environmental impact of our operations. We
work closely with local stakeholders and engage with local
charities to raise funds and support our local communities. The
safety, health and wellbeing of our people is of paramount
importance to the Board and senior management.
We recognize that we face a climate crisis and there is an
urgency to act and for everyone to play a role in transitioning to
a low-carbon economy and sustainable business operations.
Therefore, we are formalizing our sustainability strategy,
including setting and reporting on goals and targets.
We are taking steps to accelerate our sustainability journey. We
acknowledge the need to implement the Task Force on Climate-related
Financial Disclosures (TCFD) requirements by next year's Annual
Report. As a first step, we have created a sustainability working
group from across the organization and have appointed independent
sustainability consultants to help us on our sustainability
journey. During the 2024 Reporting Period, we will undertake our
first assessment using the TCFD framework and plan to publish our
first report aligned with TCFD requirements in the Group's 2024
Annual Report.
While this will formalize our sustainability strategy, we
continue to work on a range of exciting projects, such as those to
increase our use of solar power at our ports. During the Reporting
Period, our redevelopment at Nassau Cruise Port was selected by
Seatrade Cruise as a finalist in the Sustainability Initiative of
the Year category. This project includes several substantial
eco-friendly design elements, including the production of 1.5 MW of
solar power, full facility LED lighting, low water usage plans,
full facility recycling plans, and incorporation of new green space
into the downtown core. At the same time, we have worked closely
with the local population to create direct and indirect employment
opportunities, including providing training to local vendors.
In addition to GPH's direct environmental impact, we continue to
work with governments and local authorities on projects to help
facilitate the introduction of low-carbon fuel or power at our
ports. In Malta, Infrastructure Malta and Transport Malta's EUR 50
million project to introduce shore power at Valletta Cruise Port,
is due to complete soon and is expected to reduce emissions in the
Grand Harbour by 90%. In Tarragona our investment plans will see us
invest in the building of a new state-of-the-art modular cruise
terminal which will utilise solar power to ensure the sustainable
provision of the terminal's energy needs.
I look forward to reporting on the progress of our
sustainability strategy and journey in our 2024 Annual Report.
The Future
The outlook for the global cruise industry has perhaps never
been stronger. The global cruise fleet is now fully re-deployed,
occupancy rates are generally back above 100%, and many cruise
lines have broken booking records for the 2023 season.
Looking further into the future, the global cruise industry's
medium to long-term structural growth dynamics has been largely
unaffected by Covid-19. The current cruise ship order book
indicates that by the end of 2027, passenger capacity across the
industry will have grown to over 40 million, a growth rate of 45%
from pre-Covid levels.
We expect this growth will be a key driver of positive organic
growth at GPH over the medium to long term as passenger volumes
rise across our port network. Most significantly, we believe that
this growth increases the need for cruise ports to invest in their
facilities to accommodate the growth in passenger volumes.
GPH's significant experience and know-how in port and
destination development, destination marketing and global cruise
port operations means we are well-positioned to play a pivotal role
in the continued development and growth of the global cruise
industry. We look forward to the future with excitement and
optimism.
Operational Review
Given the strong performance of the Group and the continued
growth in the number of ports in the network, it was decided during
the Reporting Period to restructure the group's segmental financial
reporting. GPH will now report by geographic segment, which matches
our organisational structure.
Regional Breakdown 12 months ended 12 months ended YoY Change
31-Mar-23 31-Mar-22 (%)
Americas
Adjusted Revenue (USDm) 40.5 14.7 174%
Segmental EBITDA (USDm) 29.0 5.1 474%
EBITDA Margin (%) 71.7% 34.3%
Passengers (m) 4.4 1.5 186%
West Med & Atlantic
Adjusted Revenue (USDm) 26.7 6.2 330%
Segmental EBITDA (USDm) 19.5 1.3 1455%
EBITDA Margin (%) 72.9% 20.2%
Passengers (m) 2.9 0.5 440%
Central Med
Adjusted Revenue (USDm) 14.8 7.2 106%
Segmental EBITDA (USDm) 7.8 3.2 146%
EBITDA Margin (%) 52.9% 44.3%
Passengers (m) 1.0 0.3 208%
East Med & Adriatic
Adjusted Revenue (USDm) 24.1 2.5 854%
Segmental EBITDA (USDm) 19.4 0.2 8950%
EBITDA Margin (%) 80.5% 8.5%
Passengers (m) 0.9 0.06 4510%
Other
Adjusted Revenue (USDm) 11.3 9.7 17%
Segmental EBITDA (USDm) 4.3 3.2 34%
EBITDA Margin (%) 38.2% 33.4%
Passengers (m)
Unallocated (HoldCo)
Adjusted EBITDA (USDm) (7.3) (5.9) 23%
Group
Adjusted Revenue (USDm) 117.2 40.3 191%
Adjusted EBITDA (USDm) 72.7 7.0 937%
EBITDA Margin (%) 61.9% 17.4%
Passengers (m) 9.2 2.4 281%
Americas
GPH's operational performance in the Americas in the Reporting
Period includes GPH's two Caribbean ports, Antigua Cruise Port and
Nassau Cruise Port, as well as Prince Rupert, Canada, which was
added to the network during the Reporting Period, but did not
welcome its first cruise call until after the end of the Reporting
Period.
Trading in the Americas region improved strongly, with passenger
volumes of 4.4 million for the Reporting Period compared to just
1.5 million in the prior Reporting Period.
Nassau Cruise Port benefitted from its proximity to the key home
ports in Florida and the cruise lines' near-term desire to operate
a higher volume than normal of short cruises in this area at the
expense of longer itineraries to other parts of the Caribbean. This
decision helped Nassau Cruise Port report a 196% increase in cruise
passengers to 3.8 million.
Nassau Cruise Port, on some days, is now hosting six cruise
ships simultaneously, utilising the new berthing that was created
as part of our significant investment into the port. On the 27
February 2023, the port welcomed a record 28,554 passengers in a
single day.
Our investment in the transformation of Nassau Cruise Port
continued throughout the Reporting Period. Our vision for this
iconic port is becoming a reality, and we believe this port will
stand as a testament globally to our cruise port and destination
development capabilities. Due to the major US cruise lines focusing
on short cruises close to the Southern US home ports throughout the
Winter 2022/23 cruise season, the recovery rate in passenger
volumes at Southern Caribbean cruise ports was less strong. For
GPH, this meant Antigua Cruise Port's cruise operations recovered
at a slower pace than that experienced by Nassau Cruise Port.
Cruise passenger volumes at Antigua Cruise Port of 556k in the
Reporting Period were up 135% from the 237k during the prior
Reporting Period.
Our Americas operations achieved a milestone in the last year
with the signing of our first cruise port concession in North
America. Signing a 10-year concession, with a 10-year extension
option, for Prince Rupert Cruise Port in British Columbia, Canada,
is an important step in our continued growth.
Prince Rupert Cruise Port is located at the heart of the British
Columbian cruise market, just 40 miles from Alaska, one of the
largest cruise markets in the world, and ideally placed for cruise
itineraries to and from the key homeports in the region: Seattle
and Vancouver.
Prince Rupert Cruise Port is expected to welcome nearly 80,000
passengers over the 2023 Alaskan summer cruise season. The port has
the infrastructure and capability to handle larger ships, and GPH
expects to drive a significant increase in passenger volumes in the
years ahead.
In August 2022, GPH signed a 30-year concession agreement for
San Juan Cruise Port, Puerto Rico. In October 2022, a Memorandum of
Understanding was signed for a 30-year concession, with a 10-year
extension option, for the cruise port of St Lucia. We expect to
welcome these ports into our network during the fiscal year 2024
Reporting Period.
West Med & Atlantic
GPH's operational performance for the West Med & Atlantic
region includes our Spanish ports Barcelona, Fuerteventura,
Lanzarote, Las Palmas, Malaga, and Tarragona, as well as
Kalundborg, Denmark, and the equity pick-up contribution from
Lisbon and Singapore. Alicante Cruise Port will start to contribute
in the 2024 Reporting Period.
Overall passenger volumes were 2.9 million, an increase of 440%
compared to the comparable Reporting Period. This strong
performance was despite the fact that, at the start of the
Reporting Period, the recovery in passenger volumes in this region
was negatively impacted by the uncertainty around the omicron
variant during the important 2022 booking season and the lower
onboard capacity limits set by the cruise lines as they ramped up
operations early summer 2022.
The easing of travel restrictions as the Reporting Period
progressed led to increased cruise activity across our West Med
& Atlantic region. Call volumes, particularly at Barcelona, the
largest port in the Mediterranean, were strong and by the end of
2022 season close to 2019 levels. However, occupancy rates, which
rose steadily throughout the Reporting Period, remained below
industry norms. The major cruise lines expect occupancy to fully
recover ahead of the summer season 2023.
Barcelona Cruise Port welcomed Virgin Voyages', Valiant Lady,
for its inaugural homeporting season. Kalundborg Cruise Port,
Denmark, marked a milestone during the Reporting Period when it
welcomed AIDAnova, the largest ship to ever call at the port.
The West Med & Atlantic network grew its cruise port
footprint further during the Reporting Period. At the beginning of
the Reporting Period, Tarragona Cruise Port joined the network
after we signed a 12-year concession with a 6-year extension
option. This port recently underwent a EUR 30 million investment
into the port infrastructure by the port authority, including a new
cruise pier and the provision of shore power. Under the terms of
the concession agreement, GPH will invest into building a new
state-of-the-art modular cruise terminal expected to cost around
EUR 5.5 million, which will utilise solar power to ensure the
sustainable provision of the terminal's energy needs.
We added three new ports to the network when GPH's 80:20 joint
venture with a local partner signed concession agreements in the
Canary Islands: Las Palmas Cruise Port (40 years), Lanzarote Cruise
Port (20 years) and Fuerteventura Cruise Port (20 years). As part
of the agreements, the joint venture will invest approximately EUR
42 million into constructing a new cruise terminal in Las Palmas
and modular terminal facilities in Lanzarote and Fuerteventura.
These three cruise ports handled 1.5 million cruise passenger
movements in 2019, compared to 0.8 million passengers handled since
the takeover late in 2022, a period which was characterized by the
recovery towards pre-pandemic levels, ramp-up phase by GPH and only
partially covered the main winter season.
Shortly before the end of Reporting Period, we added Alicante
Cruise Port, Spain, when we signed a 15-year cruise port concession
with the same partner and the same joint venture structure as in
the Canary Island.
Central Med
Our Central Med region includes Valletta Cruise Port, Malta,
GPH's four Italian ports (Cagliari, Catania, Crotone and Taranto)
and the equity pick-up contribution from La Goulette, Tunisia and
Venice Cruise Port, Italy.
Trading in this region was similar to that experienced in the
West Med & Atlantic region, with cruise calls rising strongly
compared to the prior Reporting Period but with lower than-normal
occupancy levels. Like with the West Med, occupancy levels rose as
the Reporting Period progressed.
The Central Med region, driven by Valletta Cruise Port, GPH's
largest port in this region, welcomed 1.0 million passengers in the
Reporting Period, a significant increase from the 328k passengers
welcomed in the comparable period but 26% lower than the 1.4m
welcomed in the 12 months to March 2020.
The work to complete the EUR 49.9 million Grand Harbour clean
air project in Valletta is progressing well. Infrastructure Malta
and Transport Malta are funding this project, which includes a EUR
37 million investment to provide shore power to five cruise ship
quays and is expected to complete shortly. We were delighted when
Valletta Cruise Port was awarded "World's Best Cruise Terminal for
Sustainability" by the World Cruise Awards.
Elsewhere, we extended the concession at Cagliari, at no cost,
by two years and Taranto Cruise Port was awarded Destination of the
Year at the Seatrade Cruise Awards.
We were delighted when La Goulette Cruise Port, welcomed the
return of cruise passengers during the Reporting Period. After a
seven-year break, this was an important moment for La Goulette
Cruise Port, the country of Tunisia and all of our local
stakeholders.
East Med & Adriatic
GPH's East Med & Adriatic operations include the flagship
Turkish port Ege Port in Kusadasi, as well as Bodrum Cruise Port,
Türkiye and Zadar Cruise Port, Croatia. In this region, the impact
on passenger volumes of lower than-normal occupancy levels was
outshone by the significant increase in cruise calls compared to
the comparable Report Period.
Passenger numbers in the East Med & Adriatic region were
905k, a significant increase from the 21k welcomed last fiscal year
and the 351k in the 12 months to March 2020. This strong recovery
in passenger volumes was driven by the performance of our Turkish
ports.
In 2017, our Turkish ports suffered a sharp drop in passenger
numbers due to geo-political issues. In early calendar year 2020,
bookings from the cruise lines indicated that Ege Port would report
a strong recovery in passenger volume numbers. Unfortunately, the
onset of the Covid-19 pandemic meant this expected recovery did not
materialise.
Despite the lower-than-normal occupancy levels across the
industry in the Reporting Period, the pent-up demand to return to
cruising to Turkish ports drove the strong performance in the East
Med & Adriatic region.
During the Reporting Period, Ege Port, Kusadasi welcomed Odyssey
of the Seas, the largest ever cruise ship to call at a Turkish
port. Zadar hosted a record four ships simultaneously. These
achievements further underpin the expected growth across the
industry in terms of the number of cruise ships in the global
cruise fleet and the size of those ships.
On the 6 February 2023, an earthquake in east of Turkiye caused
significant damage to buildings and infrastructure and caused a
humanitarian crisis. The earthquake had no impact to our Turkish
cruise ports or the communities they are located in, but we opened
our cruise ports in Turkiye to help support the relief efforts. The
ports were utilised as logistics centers and provided temporary
accommodation for some of the victims. In all of our destinations,
we set up an earthquake relief campaign in collaboration with local
and international NGOs at our ports.
Other
Our Other reporting segment includes our commercial port, Port
of Adria, Montenegro, our management agreement for Ha Long Cruise
Port, Vietnam and the contribution from our new Port Services
Businesses.
Our Ancillary Port Services are services aimed at enhancing
cruise passengers' overall experience in the port and destination.
These new Ancillary Port Services include services such as
provision of shore services, stevedoring, waste removal, and
luggage / passenger screening services, and are provided by Shore
& Balearic Handling and other entities under GPH Destination
Services.
We are focused on growing our Ancillary Port Services at
GPH-operated cruise ports as well as ports operated by third
parties.
For example, during the Reporting Period we provided a range of
Port Services to Virgin Voyages' ships at Spanish ports. At
Barcelona, we provided and managed an encompassing range of
services directly or via third parties, including stevedoring, port
agency and crew services. We also provide services at our ports in
Málaga and Lisbon and an additional four non-GPH Spanish and
Portuguese ports. This agreement is an exciting development and an
important first step in our ambitions to grow our Ancillary Port
Services revenues.
As a result of the change to our segmental financial reporting,
we no longer report Port of Adria's performance separately,
reflecting our strategic focus on cruise operations and the fact
Port of Adria's EBITDA contribution to the Group is small. The
Board of Global Ports Holding continues to consider its options
regarding Port of Adria, including its potential sale.
Financial Review
The Company generated adjusted revenue of USD 117.2 million, a
significant increase on the USD 40.3 million in the prior Reporting
Period. This increase was driven by the significant pick-up in
cruise activity and cruise passenger volumes across our network
during the Reporting Period, with 9.2 million passengers in the
Reporting Period compared to 2.54 million in the prior Reporting
Period.
Group revenue for the Reporting Period was USD 213.6 million
(2022: USD 128.4 million). This includes USD 96.4 million of IFRIC
12 construction revenue, which means the expenditure for certain
construction activities, primarily Nassau, is recognized as
operating expenses and added with a margin to the Group's revenue.
IFRIC 12 construction revenue and margin has no impact on cash
generation and is excluded from Segmental EBITDA.
Adjusted EBITDA, which reflects the performance from our ports
less unallocated Holdco expenses, was USD 72.7 million compared
with just USD 7.0 million in 2022. This increase in Adjusted EBITDA
was driven by the increase in cruise activity in the Reporting
Period and our continued control of costs.
Passenger volumes, Adjusted revenue and Adjusted EBITDA
represent new record levels for the Company's cruise business
thanks to our ongoing organic and inorganic growth - and despite
the fact that the Reporting Period was a transition period
recovering from Covid-19 impact.
After depreciation and amortization of USD 27.3 million (2022:
USD 28.5 million), including USD 19.7 million (2022: USD 20.7
million) of port operating rights and right of use asset
amortization, and specific adjusting items of USD 12.9 million
(2022: 10.7 million), the Group reported an Operating profit for
the Reporting Period of USD 28.2 million, compared to an Operating
loss of USD 29.7 million in the prior Reporting Period. After net
finance costs of USD 42.0 million (2022: USD 11.8 million), the
loss before tax was USD 9.5 million (2021: USD 43.9 million).
Cruise activity
Given the strong performance of the Group and the continued
growth in the number of ports in the network, it was decided during
the Reporting Period to restructure the Group's segmental
reporting. Our commercial port operations no longer report
separately as the overall contribution to Group performance is not
material. GPH now reports by geographic segment, which matches our
organizational structure of Regional Directors. The new reporting
segments are Americas, West Med & Atlantic, Central Med, East
Med & Adriatic and Other.
During the Reporting Period, as Covid-19 travel restrictions
were removed, the global cruise fleet returned to sailing,
significantly increasing activity levels at GPH cruise ports.
Occupancy rates on-board cruise ships, which were relatively low at
the start of the Reporting Period, increased steadily as cruise
lines rebuilt forward bookings and took a measured approach to
increasing on-board occupancy, which generally increased the longer
a ship has been back at sea.
By the end of the Reporting Period, volume-weighted average
occupancy levels had recovered to close to normal levels across the
industry. At GPH, occupancy levels at our consolidated ports in
April 2022 were just 67%, this rose to 98% by the end of the third
quarter, and in March 2023 it was 104.5%.
Trading across all our regions improved strongly over the
Reporting Period. However, trading in the Americas region was
particularly strong. The timing of the peak Caribbean cruise season
during winter 2022/23 primarily drove this. There was more time for
bookings in the Americas to be rebuilt following the removal of
travel restrictions over the summer of 2023 compared to the
Mediterranean cruise region during the Reporting Period.
Turkish ports, in particular Ege Port, in the East Med &
Adriatic region experienced a significant increase in passenger
volumes in the Reporting Period. This reflects the easing of travel
restrictions and the long-awaited recovery to normal trading at
these ports, which Covid-19 has delayed.
Segmental EBITDA for the Reporting Period was USD 80.0 million
compared with USD 12.9 million in the 2022 Reporting Period.
Revenue per passenger (or overall yield) was USD 12.7 in the
Reporting Period. The stand-out performance came from our East Med
& Adriatic Region, with a yield of USD 26.6. Ancillary yield
per passenger varied significantly across the regions. On a
consolidated level the Ancillary yield of GPH reached USD 2.3
during the Reporting Period with a wide range from below USD 1 to
above USD 6.
We believe that over time we can increase the ancillary yield at
newly acquired ports towards those of the more established ports in
our network, driving an increase in the overall passenger yield on
a like-for-like basis.
EBITDA margin recovery
Our extensive use of outsourcing through third parties and
contractors to manage the volume-related work across our cruise
ports means that our cost base has low fixed costs and is
inherently flexible.
Thanks to this flexibility, a share of our costs, automatically
expands and contracts in line with activity levels. Furthermore,
during the pandemic, we took action to reduce our fixed costs. As
activity levels have recovered at our cruise operations, this
increased activity is being managed on a lower cost base than
before the pandemic.
As a result, our Group Adjusted EBITDA margin increased from
17.4% in the prior Reporting Period to 62.0%, which was in line
with the historically achieved 60% plus EBITDA margins.
The strong and improved profitability of the Company at
normalizing passenger volumes was clearly evident. Adjusted
Revenues increased by USD 76.9 million compared to the previous
Reporting period, whereas Adjusted EBITDA increased by as much as
USD 65.7 million - more than 85% of the additional revenue was
turned into operational profitability.
Unallocated expenses
Unallocated expenses, which consist of Holding Company costs,
were USD 7.3 million for the Reporting Period compared with USD 5.9
million for the prior Reporting Period. This increase was primarily
driven by a normalization of business activity, such as marketing
and travel expenses, as activity picked up across our cruise
operations, as well as increased personnel expenses.
Adjusted EBITDA
Adjusted EBITDA for the Reporting Period, reflecting the EBITDA
performance of our ports, less unallocated expenses, was USD 72.7
million. This compares with Adjusted EBITDA of USD 7.0 million in
the prior Reporting Period.
Depreciation and amortization costs
Depreciation and amortization of USD 27.3 million (2022: USD
28.5 million), including USD 19.7 million (2022: USD 20.7 million)
of port operating rights and right of use amortization. The
difference is driven by lower depreciation and amortization at our
European ports due to the weaker EUR to USD exchange rate, offset
by the higher amortization and depreciation at Nassau Cruise Port,
reflecting the first full year of depreciation for the main marine
works completed during the prior Reporting Period.
Specific adjusting items
During the Reporting Period, specific adjusting items were USD
12.9 million compared with USD 10.7 million in the prior Reporting
Period. This increase was primarily the result of increased project
expenses of USD 11.2 million in particular for expansion projects
(vs. USD 7.9 million in the prior Reporting Period), offset by
lower impairment losses.
Finance costs
The Group's net finance charge in the Reporting Period was USD
42.0 million compared with USD 11.8 million in the prior Reporting
Period.
This was driven primarily by lower finance income due to lower
foreign exchange gains, which were USD 3.4 million in the Reporting
Period, compared to USD 20.6 million and the one-off gain of USD
3.8 million on the refinancing of the Eurobond in the prior
Reporting Period, partially offset by USD 1.6 million higher
interest income on cash balances.
Finance costs rose to 47.7 million from USD 36.9 million. This
was primarily because of higher interest expense on loans and
borrowings of USD 37.4 million, compared to USD 21.7 million in the
prior Reporting Period. This is mainly due to interest expenses at
Nassau Cruise Port where, in line with the partial completion of
construction, the interest is partially expensed and not fully
capitalized anymore.
Net interest expense on a cash basis was USD 31.3 million vs.
USD 36.2 million in the prior Reporting Period.
Taxation
The Group's effective tax rate was 18.4% for the Reporting
Period compared to 19.4% in the prior Reporting Period. GPH is a
multinational group and is liable for taxation in multiple
jurisdictions worldwide.
Despite the significantly lower loss before tax of USD 9.5
million, the Group reported stable tax expense of USD 1.0 million
compared to a USD 0.6 million tax expense in the prior Reporting
Period.
The Group pays corporate tax due to specific components being
profitable and because losses created on other components cannot
necessarily be utilized at the consolidated level. On a cash basis,
the Group's income taxes paid amounted to USD 1.4 million compared
to USD 0.2 million in 2022.
Investing activities
Capital expenditure during the Reporting Period was USD 100.9
million, compared to 94.6 million in the prior Reporting Period.
Most of this expenditure was focused on our continued commitments
to invest in Nassau Cruise Port. In the Reporting Period, we
invested USD 98.1 million in the Americas with the vast majority of
this investment is focused on the upland works at Nassau Cruise
Port.
On a cash basis and including the impact of advances in the
current and prior Reporting Periods the net investments into
acquisition of assets (CAPEX) amounted to USD 78.5 million compared
to USD 108.3 million in the prior Reporting Period.
Ege Port, Kusadasi Concession Extension
Shortly after the end of the Reporting Period, GPH reached an
agreement to extend its concession agreement for Ege Port,
Kusadasi, by additional 19 years to July 2052. A capital increase
at Ege Port has funded the upfront concession fee of TRY 725.4
million (ca. USD 38 million) related to this extension. This
capital increase was provided by GPH only. As a result, GPH's
equity stake in Ege Port has increased to 90.5% (from 72.5%).
In addition, Ege Port has committed to invest an amount
equivalent to 10% of the upfront concession fee within the next
five years into improving and enhancing the cruise port and retail
facilities at the port, and will pay a variable concession fee
equal to 5% of its gross revenues during the extension period
starting after July 2033.
The up-front concession fee and related expenses has been
financed by GPH's partial utilization in an amount of USD 38.9
million of the USD 75 million growth facility provided by Sixth
Street. As part of the additional drawdown, GPH has issued further
warrants to Sixth Street representing an additional 2.0% of GPH's
fully diluted share capital (in addition to warrants issued at
financial closing in July 2021 equivalent of 9.0% of GPH's fully
diluted share capital). The drawdown of growth financing occurred
shortly before the end of the Concession Period, whereas the
extension was completed shortly thereafter.
Cash flow
The Group generated an Adjusted EBITDA of USD 72.7 million in
the Reporting Period, compared to USD 7.0 million in the prior
Reporting Period.
Operating cash flow was USD 61.3 million, compared to a negative
USD 9.4 million in the prior Reporting Period. This improvement
primarily reflects the substantial increase in Adjusted EBITDA,
supported by the positive impact of working capital of USD 2.5
million (vs. negative USD 5.2 million prior Reporting Period),
offset by other operating outflows in the Reporting Period of USD
14.4 million, which primarily reflects project expenses included in
specific adjusting items and correction for the cash impact of the
profit from equity-accounted investees.
Working capital was impacted by an increase in short-term
payables to the Nassau contractor by USD 13 million offset by the
payment of payables and expense accruals of major Project expenses
as of 31 March 2022. Eliminating these one-offs, the working
capital movements would have been a negative, low single-digit USD
million figure reflecting the build-up of working capital during
the normalization of business activities during the Reporting
Period.
Net interest expense of USD 31.3 million (net of interest
received) reflects the cash costs of the outstanding gross debt,
the decrease compared with the USD 36.2 million reflects mainly the
fact that for most of the Reporting Period interest on the Sixth
Street loan was accruing as PIK interest. Net capital expenditure
(net of advances used or paid) of USD 78.5 million, primarily
reflects the continued investment in Nassau Cruise Port.
Cash flow 12 months ended 31-Mar-23 12 months ended 31-Mar-22
Operating (loss) / profit 28.2 (29.7)
Depreciation and Amortisation 27.3 28.5
Specific Adjusting Items 12.9 10.7
Share of (loss) / profit of equity-accounted investees 4.3 (2.4)
Adjusted EBITDA 72.7 7.1
Working capital 3.0 (5.2)
Other (14.4) (11.3)
Operating Cash flow 61.3 (9.4)
Net interest expense (31.3) (36.2)
Tax paid (1.4) (0.2)
Net capital expenditure incl. advances (78.5) (108.3)
Free cash flow (50.4) (154.1)
Investments - 23.4
Change in Gross debt 54.1 56.5
Dividends (1.1) 1.8
Related party financing 21.9 3.0
Net Cash flow 25.0 (69.4)
Debt
Gross debt at 31 March 2023 was USD 672.4 million compared with
USD 598.6 million at 31 March 2022. Excluding IFRS 16 finance
leases, gross debt at 31 March 2023 was USD 612.3 million compared
with USD 534.7 million at 31 March 2022.
Shortly before the end of the Reporting Period, GPH, through a
100% owned special purpose vehicle (SPV) in Malta, issued EUR 18.1
million of unsecured bonds due 2030 with a fixed coupon of 6.25%
per annum. GPH guarantees these bonds, and the proceeds will be
used to partially finance GPH's investment plans for recent cruise
port acquisitions, mainly in Europe.
Also shortly before the end of the Reporting Period the Company
partially drew down on the growth facility under the Sixth Street
loan (USD 38.9 million) to finance the Ege Port concession
extension and related expenses.
The main drivers for the increase in Gross Debt were the partial
drawdown of the growth facility under the Sixth Street loan (USD
38.9 million) to finance the Ege Port concession extension and
related expenses, additional loans and bonds to finance the
expected CAPEX for recent European acquisitions (Malta bond, and
bank loans at Tarragona Cruise Port and Canary Island Cruise Ports,
combined USD 25.4 million), in addition to accrued (PIK) interest
under the Sixth Street loan, partially offset by scheduled loan
amortizations.
Net debt excluding IFRS 16 Leases was USD 494.0 million at 31
March 2023 compared with USD 435.0 million at 31 March 2022. The
additional Gross Debt incurred in additional loans and bonds
described above had no material impact on Net Debt in the reporting
Period as the funds remained on the balance sheet as cash as at 31
March 2023 and have been invested shortly after the end of the
Reporting Period (Ege Extension) or will be invested (debt raised
for European expansion). The increase in net debt is primarily
driven by CAPEX at Nassau Cruise Port from the prefunded debt and
equity capital raised, offset by the positive operating cash
flow.
GIH, the majority shareholder of the Company, has provided
long-term, subordinated shareholder loans which as of 31 March 2023
amounting to USD 24.9 million, an increase of USD 21.9 million
during the Reporting Period, to finance project expenses, debt
service and general corporate purposes. These funds have helped
support the continued expansion of the Group while cruise
operations and debt capacity were significantly impacted by Covid
and existing financial agreements.
Capital commitments
Shortly after the end of the Reporting period, GPH has completed
the aforementioned extension process for Ege Port investing ca. USD
38.0 million to extend the concession from 2033 to 2052.
The work to transform Nassau Cruise Port, which has been the
primary driver of our increased borrowings over recent years, is
now largely completed. The remaining cash CAPEX expected at Nassau
Cruise Port during the 2024 Reporting Period is around USD 20
million.
Global Ports Canary Islands S.L. ('GPCI'), our 80:20 joint
venture between GPH and local partner, Sepcan S.L., is scheduled to
invest over the next two Reporting Periods approximately EUR 42
million into constructing new cruise terminals and modular terminal
facilities at our three Canary Island Ports. Debt financing for
this project is in advanced stages with a Spanish bank and a debt
funding ratio of 75% is expected. The equity contribution will be
shared with the local partner on a pro-rata basis.
Also in Spain, we plan to invest approximately EUR 5.5 million
into building a new state-of-the-art modular cruise terminal at
Tarragona Cruise Port. The debt financing for this project is
already secured from a local bank and fully disbursed in form of a
long-term loan amounting to EUR 3.95 million.
Nassau Cruise Port Refinancing
Shortly after the end of the Reporting Period, Nassau Cruise
Port successfully refinanced its local bond issued in June 2020.
The refinancing resulted in an increase in the nominal outstanding
amount to USD 145 million inter alia because of the refinancing of
accrued interest and transaction expenses (from USD 134.4 million)
and a reduction in the fixed coupon to 6.0% (from 8.0%), reducing
the annual interest payment by USD 2.0 million. The maturity date
of 2040 remains unchanged, as does the principal repayment
schedule, which is ten equal annual payments from June 2031. The
bond remains non-recourse to GPH or any other Group entity.
Financial Review
GLOSSARY OF ALTERNATIVE PERFORMANCE MEASURES (APM)
These financial statements includes certain measures to assess
the financial performance of the Group's business that are termed
"non-IFRS measures" because they exclude amounts that are included
in, or include amounts that are excluded from, the most directly
comparable measure calculated and presented in accordance with
IFRS, or are calculated using financial measures that are not
calculated in accordance with IFRS. These non-GAAP measures
comprise the following;
Segmental EBITDA
Segmental EBITDA calculated as income/(loss) before tax after
adding back: interest; depreciation; amortization; unallocated
expenses; and specific adjusting items.
Management evaluates segmental performance based on Segmental
EBITDA. This is done to reflect the fact that there is a variety of
financing structures in place both at a port and Group-level, and
the nature of the port operating right intangible assets vary by
port depending on which concessions were acquired versus awarded,
and which fall to be treated under IFRIC 12. As such, management
considers monitoring performance in this way, using Segmental
EBITDA, gives a more comparable basis for profitability between the
portfolio of ports and a metric closer to net cash generation.
Excluding project costs for acquisitions and one-off transactions
such as project specific development expenses as well as
unallocated expenses, gives a more comparable year-on-year measure
of port-level trading performance.
Management is using Segmental EBITDA for evaluating each port
and group-level performances on operational level. As per
management's view, some specific adjusting items included on the
computation of Segmental EBITDA.
Specific adjusting items
The Group presents specific adjusting items separately. For
proper evaluation of individual ports financial performance and
consolidated financial statements, Management considers disclosing
specific adjusting items separately because of their size and
nature. These expenses and income include project expenses; being
the costs of specific M&A activities , the costs associated
with appraising and securing new and potential future port
agreements which should not be considered when assessing the
underlying trading performance and the costs related to the
refinancing of Group debts, the replacement provisions, being
provision created for replacement of fixed assets which does not
include regular maintenance, other provisions and reversals related
to provisions provided, being related to unexpected non-operational
transactions, impairment losses, construction accounting margin,
being related to IFRIC 12 computation and main business of the
Group is operating ports rather than construction, employee
termination expenses, income from insurance repayments, income from
scrap sales, gain/loss on sale of securities, other provision
expenses, redundancy expenses and donations and grants.
Specific adjusting items comprised as following,
Year ended Year ended
31 March 2023 31 March 2022
(USD '000) (USD '000)
Project expenses 11,201 7,897
Employee termination expenses 344 205
Replacement provisions 298 671
Provisions / (reversal of provisions) (*) 680 2,820
Impairment losses 659 --
Construction accounting margin (1,928) (1,762)
Other expenses / (income) 1,645 821
Specific adjusting items 12,899 10,652
(*) This figure composed of expected impairment losses on
receivables, provision expenses excluding vacation pay and
replacement provisions, impairment losses related to assets and
impairment losses on receivables of Equity accounted investees.
Adjusted EBITDA
Adjusted EBITDA calculated as Segmental EBITDA less unallocated
(holding company) expenses.
Management uses Adjusted EBITDA measure to evaluate Group's
consolidated performance on an "as-is" basis with respect to the
existing portfolio of ports. Notably excluded from Adjusted EBITDA,
the costs of specific M&A activities and the costs associated
with appraising and securing new and potential future port
agreements. M&A and project development are key elements of the
Group's strategy in the Cruise segment. Project lead times and
upfront expenses for projects can be significant, however these
expenses (as well as expenses related to raising financing such as
IPO or acquisition financing) do not relate to the current
portfolio of ports but to future EBITDA potential. Accordingly,
these expenses would distort Adjusted EBITDA which management is
using to monitor the existing portfolio's performance.
A full reconciliation for Segmental EBITDA and Adjusted EBITDA
to profit before tax is provided in the Segment Reporting Note 2 to
these financial statements.
Underlying Profit
Management uses this measure to evaluate the normalised
profitability of the Group to exclude the specific non-recurring
expenses and income, non-cash foreign exchange transactions, and
adjusted for the non-cash port intangibles amortisation charge,
giving a measure closer to actual net cash generation, which the
directors' consider a key benchmark in making the dividend
decision.
Underlying Profit is calculated as profit / (loss) for the year
after adding back: amortization expense in relation to Port
Operation Rights, non-cash provisional income and expenses,
non-cash foreign exchange transactions and specific non-recurring
expenses and income.
Adjusted earnings per share
Adjusted earnings per share is calculated as underlying profit
divided by weighted average per share.
Management uses these measures to evaluate the profitability of
the Group normalised to exclude the gain on reversal of provisions,
non-cash provisional income and expenses, gain or loss on foreign
currency translation on equity, unhedged portion of investment
hedging on Global Liman, adjusted for the non-cash port intangibles
amortisation charge, and adjusted for change in accounting
policies, giving a measure closer to actual net cash generation,
which the directors' consider a key benchmark in making the
dividend decision. Management decided this year that in the light
of a more meaningful presentation of the underlying profit, the
unhedged portion of the investment hedge on Global Liman and any
gain or loss on foreign currency translation on equity have been
excluded.
Underlying profit and adjusted earnings per share computed as
following;
Year ended Year ended
31 March 2023 31 March 2022
(USD '000) (USD '000)
(Loss) / Profit for the Period, net of IFRS 16 impact (10,549) (44,540)
Impact of IFRS 16 1,875 (2,566)
(Loss) / Profit for the Period (8,674) (47,106)
Amortisation of port operating rights / RoU asset / Investment Property 19,747 20,739
Non-cash provisional (income) / expenses (*) 1,322 3,697
Impairment losses 659 --
Unhedged portion of Investment hedging on Global Liman -- 3,354
(Gain) / loss on foreign currency translation on equity 412 1,330
Underlying Profit / (Loss) 13,466 (17,987)
Weighted average number of shares 62,826,963 62,826,963
Adjusted earnings per share (pence) 21.43 (28.63)
(*) This figure composed of employee termination expense,
replacement provision, and provisions / (reversal of provisions)
under specific adjusting items.
Net debt
Net debt comprises total borrowings (bank loans, Eurobond and
finance leases net of accrued tax) less cash, cash equivalents and
short term investments.
Management includes short term investments into the definition
of Net Debt, because these short-term investment are comprised of
marketable securities which can be quickly converted into cash.
Net debt comprised as following;
Year ended Year ended
31 March 2023 31 March 2022
(USD '000) (USD '000)
Current loans and borrowings 66,488 75,998
Non-current loans and borrowings 605,954 522,590
Gross debt 672,442 598,588
Lease liabilities recognized due to IFRS 16 application (60,143) (63,883)
Gross debt, net of IFRS 16 impact 612,299 534,705
Cash and bank balances (118,201) (99,687)
Short term financial investments (65) (55)
Net debt 494,033 434,963
Equity 35,297 50,397
Net debt to Equity ratio 14.00 8.63
Leverage ratio
Leverage ratio is used by management to monitor available credit
capacity of the Group.
Leverage ratio is computed by dividing gross debt to Adjusted
EBITDA.
Leverage ratio computation is made as follows;
Year ended Year ended
31 March 2023 31 March 2022
(USD '000) (USD '000)
Gross debt 672,442 598,588
Lease liabilities recognised due to IFRS 16 application (60,143) (63,883)
Gross debt, net of IFRS 16 impact 612,299 534,705
Adjusted EBITDA 72,677 7,010
Impact of IFRS 16 on EBITDA (5,008) (5,205)
Adjusted EBITDA, net of IFRS 16 impact 67,669 1,805
Leverage ratio 9.1 296.1
CAPEX
CAPEX represents the recurring level of capital expenditure
required by the Group excluding M&A related capital
expenditure.
CAPEX computed as 'Acquisition of property and equipment' and
'Acquisition of intangible assets' per the cash flow statement.
Year ended Year ended
31 March 2023 31 March 2022
(USD '000) (USD '000)
Acquisition of property and equipment 4,327 5,434
Acquisition of intangible assets 96,583 89,199
CAPEX 100,910 94,633
Cash conversion ratio
Cash conversion ratio represents a measure of cash generation
after taking account of on-going capital expenditure required to
maintain the existing portfolio of ports.
It is computed as Adjusted EBITDA less CAPEX divided by Adjusted
EBITDA.
Year ended Year ended
31 March 2023 31 March 2022
(USD '000) (USD '000)
Adjusted EBITDA 72,677 7,010
Impact of IFRS 16 on EBITDA (5,008) (5,205)
Adjusted EBITDA, net of IFRS 16 impact 67,669 1,805
CAPEX (100,908) (94,633)
Cash converted after CAPEX (33,239) (92,828)
Cash conversion ratio 49.12% 5,142.83%
Hard currency
Management uses the term hard currency to refer to those
currencies that historically have been less susceptible to exchange
rate volatility. For the year ended 31 March 2023 and 2022, the
relevant hard currencies for the Group are US Dollar, Canadian
Dollar, Euro, Denmark Krona and Singaporean Dollar.
Global Ports Holding PLC and its Subsidiaries
Consolidated statement of profit or loss and other comprehensive
income
Year ended Year ended
Note 31 March 2023 31 March 2022
(USD '000) (USD '000)
Revenue 3 213,596 128,410
Cost of sales 4 (149,881) (131,326)
Gross profit/(loss) 63,715 (2,916)
Other income 6 2,606 5,169
Selling and marketing expenses (3,368) (2,530)
Administrative expenses 5 (18,862) (16,762)
Other expenses 6 (15,864) (12,645)
Operating profit/(loss) 28,227 (29,684)
Finance income 7 5,676 25,071
Finance costs 7 (47,718) (36,897)
Net finance costs (42,042) (11,826)
Share of profit/(loss) of equity-accounted investees 10 4,274 (2,425)
Loss before tax (9,541) (43,935)
Tax expense (1,008) (605)
Loss for the year (10,549) (44,540)
Loss for the year attributable to:
Owners of the Company (24,998) (35,992)
Non-controlling interests 14,449 (8,548)
(10,549) (44,540)
The accompanying notes are an integral part of these financial
statements.
Year ended Year ended
Note 31 March 31 March
2023 2022
(USD '000) (USD '000)
Other comprehensive income
Items that will not be reclassified subsequently
to profit or loss
Remeasurement of defined benefit liability (116) (65)
Income tax relating to items that will not be reclassified subsequently to profit 23 16
or loss
(93) (49)
Items that may be reclassified subsequently
to profit or loss
Foreign currency translation differences (4,634) (15,460)
Cash flow hedges - effective portion of changes in fair value 142 253
Cash flow hedges - realized amounts transferred to income statement (113) (170)
Equity accounted investees - share of OCI 88 (667)
Losses on a hedge of a net investment -- (793)
(4,517) (16,837)
Other comprehensive (loss) / income for the year, net of income tax (4,610) (16,886)
Total comprehensive loss for the year (15,159) (61,426)
Total comprehensive loss attributable to:
Owners of the Company (28,336) (49,735)
Non-controlling interests 13,177 (11,691)
(15,159) (61,426)
Basic and diluted earnings / (loss) per share
14 (39.8) (57.3)
(cents per share)
The accompanying notes are an integral part of these financial
statements.
Consolidated statement of financial position
As at 31 March As at 31 March
Note 2023 2022
(USD '000) (USD '000)
Non-current assets
Property and equipment 8 116,180 121,411
Intangible assets 9 509,023 410,971
Right of use assets 16 77,408 83,461
Investment property 17 1,944 2,038
Goodwill 13,483 13,483
Equity-accounted investments 10 17,828 14,073
Due from related parties 18 9,553 8,846
Deferred tax assets 3,902 6,604
Other non-current assets 2,791 2,375
752,112 663,262
Current assets
Trade and other receivables 23,650 21,148
Due from related parties 18 335 1,061
Other investments 65 55
Other current assets 4,650 25,406
Inventories 964 938
Prepaid taxes 623 314
Cash and cash equivalents 11 118,201 99,687
148,488 148,609
Total assets 900,600 811,871
Current liabilities
13 66,488 60,734
Loans and borrowings
Other financial liabilities 1,639 754
Trade and other payables 42,115 37,888
Due to related parties 18 4,907 486
Current tax liabilities 809 377
Provisions 13,740 9,483
129,698 109,722
Non-current liabilities
Loans and borrowings 13 605,954 537,854
Other financial liabilities 53,793 50,316
Trade and other payables 1,223 1,640
Due to related parties 18 24,923 3,000
Deferred tax liabilities 40,148 44,498
Provisions 9,161 13,997
Employee benefits 448 346
Derivative financial liabilities (45) 101
735,605 651,752
Total liabilities 865,303 761,474
Net assets 35,297 50,397
Equity
Share capital 12 811 811
Legal reserves 12 6,014 6,014
Share based payment reserves 426 367
Hedging reserves 12 (43,211) (43,328)
Translation reserves 12 43,100 46,462
Retained earnings (73,283) (48,192)
Equity attributable to equity holders of the Company (66,143) (37,866)
Non-controlling interests 101,440 88,263
Total equity 35,297 50,397
The accompanying notes are an integral part of these financial
statements.
Consolidated statement of changes in equity
Legal Share based Hedging Translation Retained Non-controlling Total
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves equity
Total
Balance at 31 March 811 6,014 367 (43,328) 46,462 (48,192) (37,866) 88,263 50,397
2022
(Loss) / income for -- -- -- -- -- (24,998) (24,998) 14,449 (10,549)
the period
Other comprehensive
(loss) / income for -- -- -- 117 (3,362) (93) (3,338) (1,272) (4,610)
the period
Total comprehensive
(loss) / income for -- -- -- 117 (3,362) (25,091) (28,336) 13,177 (15,159)
the period
Transactions with
owners of the
Company
Contribution and
distributions
Equity settled
share-based payment -- -- 59 -- -- -- 59 -- 59
expenses
Total contributions -- -- 59 -- -- -- 59 -- 59
and distributions
Total transactions
with owners of the -- -- 59 -- -- -- 59 -- 59
Company
Balance at 31 March 811 6,014 426 (43,211) 43,100 (73,283) (66,143) 101,440 35,297
2023
Legal Share based Hedging Translation Retained Non-controlling Total
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves equity
Total
Balance at 31 March 811 6,014 239 (41,951) 58,779 (12,151) 11,741 74,822 86,563
2021
(Loss) / income for -- -- -- -- -- (35,992) (35,992) (8,548) (44,540)
the period
Other comprehensive
(loss) / income for -- -- -- (1,377) (12,317) (49) (13,743) (3,143) (16,886)
the period
Total comprehensive
(loss) / income for -- -- -- (1,377) (12,317) (36,041) (49,735) (11,691) (61,426)
the period
Transactions with
owners of the
Company
Contribution and
distributions
Equity settled
share-based payment -- -- 128 -- -- -- 128 -- 128
expenses
Total contributions -- -- 128 -- -- -- 128 -- 128
and distributions
Changes in
ownership interest
Equity injection -- -- -- -- -- -- -- 25,132 25,132
Total changes in -- -- -- -- -- -- -- 25,132 25,132
ownership interest
Total transactions
with owners of the -- -- 128 -- -- -- 128 25,132 25,260
Company
Balance at 31 March 811 6,014 367 (43,328) 46,462 (48,192) (37,866) 88,263 50,397
2022
The accompanying notes are an integral part of these financial
statements.
Consolidated cash flow statement
Year ended Year ended
Note 31 March 31 March
2023 2022
(USD '000) (USD '000)
Cash flows from operating activities
Loss for the year (10,549) (44,540)
Adjustments for:
Depreciation of Property and Equipment, Right of Use assets, and amortization 8, 9, 16, 17 27,277 28,467
expense
Gain on disposal of Property and Equipment 8 (7) --
Impairment losses on investments 6 659 --
Share of (profit)/loss of equity-accounted investees, net of tax 10 (4,274) 2,425
Finance costs (excluding foreign exchange differences) 44,348 29,301
Finance income (excluding foreign exchange differences) (2,293) (4,461)
Foreign exchange differences on finance costs and income, net (13) (13,014)
Income tax expense 1,008 605
Employment termination indemnity reserve 103 48
Equity settled share-based payment expenses 59 128
Use of / (Charges to) provision 2,095 (3,174)
Operating cash flow before changes in operating assets and liabilities 58,413 (4,215)
Changes in:
- trade and other receivables (2,502) 6,708
- other current assets (1,921) 533
- related party receivables 546 (1,005)
- other non-current assets (416) 257
- trade and other payables 4,748 (9,656)
- related party payables 2,826 (1,330)
- provisions (310) (686)
Cash generated by / (used in) operations before benefit and tax payments 61,384 (9,400)
Post-employment benefits paid (77) (6)
Income taxes paid (1,430) (173)
Net cash generated from / (used in) operating activities 59,877 (9,573)
Investing activities
Acquisition of property and equipment 8 (4,328) (5,434)
Acquisition of intangible assets 9 (73,236) (89,199)
Proceeds from sale of property and equipment 87 30
Bank interest received 1,757 190
Dividends from equity accounted investees -- 1,765
Advances given for fixed assets (1,001) (13,679)
Net cash used in investing activities (76,721) (106,327)
Financing activities
Equity injection by minorities to subsidiaries -- 23,438
Change in due to related parties 21,923 3,000
Dividends paid to NCIs (1,123) --
Interest paid (33,085) (36,424)
Proceeds from loans and borrowings 77,147 333,581
Repayment of borrowings (19,915) (274,511)
Payment of lease liabilities (3,085) (2,612)
Net cash from financing activities 41,862 46,472
Net increase / (decrease) in cash and cash equivalents 25,018 (69,428)
Effect of foreign exchange rate changes on cash and cash equivalents (6,504) (1,484)
Cash and cash equivalents at beginning of year 11 99,687 170,599
Cash and cash equivalents at end of year 11 118,201 99,687
The accompanying notes are an integral part of these financial
statements.
1 Basis of preparation
Global Ports Holding PLC is a public company listed on the
standard segment of London Stock Exchange incorporated in the
United Kingdom and registered in England and Wales under the
Companies Act 2006. The address of the registered office is 35
Albemarle Street 3rd Floor, London W1S 4JD, United Kingdom. The
majority shareholder of the Company is Global Yatirim Holding.
These consolidated financial statements of Global Ports Holding
PLC (the "Company", and together with its subsidiaries, the
"Group") for the year ended 31 March 2023 were authorised for issue
in accordance with a resolution of the directors on 7 July
2023.
These condensed Financial Statements for the year ended 31 March
2023 have been prepared in accordance with the Disclosure Guidance
and Transparency Rules of the Financial Conduct Authority. They
have been prepared in accordance with UK adopted International
Financial Reporting Standards ("IFRSs") but do not comply with the
full disclosure requirements of these standards. The financial
information set out above does not constitute the company's
statutory accounts for the years ended 31 March 2023 or 31 March
2022.
Statutory financial statements for the year ended 31 March 2023,
which have been prepared on a going concern basis, will be
delivered to the Registrar of Companies in due course. The auditor
has reported on those financial statements. Their report was not
qualified, did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their
report, and did not contain a statement under Section 498 (2) or
(3) of the Companies Act 2006
Accounting policies
The accounting policies adopted of these Condensed Financial
Statements are consistent with those described on pages 134 - 154
of the Annual Report and Financial Statements for the year ended 31
March 2022.
The adoption of the amendments which are effective from 1 April
2022 has had no impact on the Group's consolidated financial
position or performance of the Group as per management analysis
performed.
Going concern
The Group operates or has invested in 27 ports in 14 different
countries and is focusing on increasing its number of cruise ports
in different geographical locations to support its operations and
diversify economic and political risks. As a consequence, the Group
management believes that the Group is well placed to manage its
business risks successfully despite the current uncertain economic
outlook.
The principal events and conditions identified by the Group that
have the most significant impact on the going concern of the Group
are: a. the passenger levels that will be observed during the Going
Concern assessment period of not less than 12months from the date
of approval of these Report and Accounts and the associated effect
on Group revenues and cashposition; and b. maintaining liquidity
based on current facilities along with covenant compliance on those
facilities.
As of the date of this report, Cruise operations have
essentially reached normal activity levels pre-Covid 19, following
the closing of cruise operations in March 2020. Adhering to the
initial forecast with a slow acceleration after the restart of
operations late in 2020 in Europe and in the second quarter of 2021
in the Caribbean, cruise passenger numbers have increased gradually
and as of Q4 financial year 2023 (January to March 2023), passenger
levels have reached the same level as during the comparative period
in the calendar year 2019 (pre Covid).
Management is in close contact with its banking partners related
to its current financial liabilities; covenant compliance for Port
of Adria has been waived and postponed until early 2024.
During the year, the Group entered into new long-term financings
to fund committed CAPEX for recent European acquisitions.
Maturities of the new financing arrangements and current debts are
mid-to long term. Considering the regular business cycle, pre-Covid
EBITDA levels and cash conversion ratio of the Group, the repayment
of the financing through operational cash flows is expected.
Group management believes that the Group is well placed to
manage its financing and other business risks satisfactorily and
have a reasonable expectation that the Group will have adequate
resources to continue in operation for at least 12 months from the
signing date of these consolidated interim financial statements.
They therefore consider it appropriate to adopt the going concern
basis of accounting in preparing the financial statements.
2 Segment reporting a. Products and services from which
reportable segments derive their revenues
The Group operates various cruise and commercial ports and all
revenue is generated from external customers such as cruise liners,
ferries, yachts, individual passengers, container ships and bulk
and general cargo ships. b. Reportable segments
Operating segments are defined as components of an enterprise
for which discrete financial information is available that is
evaluated regularly by the chief operating decision-maker, in
deciding how to allocate resources and assessing performance.
The Group presents its operations on a regional basis, with each
key region representing an individual operating segment with a set
of activities which generate revenue, and the financial information
of each region is reviewed by the Group's chief operating
decision-maker in deciding how to allocate resources and assess
performance. The segment assessment of the Group has changed during
the fiscal year as a result of structural changes and concentration
of the investment of the Group to Cruise operations and vertical
integration of additional services within the Cruise business. The
Group has identified four key regions it operates as segments;
these are West Mediterranean, Central Mediterranean, East
Mediterranean and Americas. The Group's chief operating
decision-maker is the Chief Executive Officer ("CEO"), who reviews
the management reports of each region at least on a monthly
basis.
The CEO evaluates segmental performance on the basis of earnings
before interest, tax, depreciation and amortisation excluding the
effects of specific adjusting income and expenses comprising
project expenses, bargain purchase gains and reserves, board member
leaving fees, employee termination payments, unallocated expenses,
finance income, finance costs, and including the share of
equity-accounted investments which are fully integrated into GPH
cruise port network ("Adjusted EBITDA" or "Segmental EBITDA").
Adjusted EBITDA is considered by Group management to be the most
appropriate profit measure for the review of the segment operations
because it excludes items which the Group does not consider to
represent the operating cash flows generated by underlying business
performance. The share of equity-accounted investees has been
included as it is considered to represent operating cash flows
generated by the Group's operations that are structured in this
manner.
The Group has the following operating segments under IFRS 8: ?
Western Mediterranean & Atlantic region ("West Med")? BPI,
Barcelona Cruise Port, Malaga Cruise Port, Tarragona Cruise Port,
Las Palmas, Alicante, LisbonCruise Terminals, SATS - Creuers Cruise
Services Pte. Ltd. ("Singapore Port") and Kalundborg Cruise
Port("Kalundborg"). ? Central Mediterranean region ("Central Med")?
VCP ("Valetta Cruise Port"), Travel Shopping Ltd ("TSL"), POH,
Cagliari Cruise Port, CataniaPassenger Terminal, Crotone Cruise
Port, Taranto Cruise Port, Venezia Investimenti Srl. ("Venice
Investment" or"Venice Cruise Port"), and La Goulette Cruise Port. ?
Americas Region ("Americas")? Nassau Cruise Port ("NCP"), Antigua
Cruise Port ("GPH Antigua"), and Prince Rupert Cruise Port. ?
Eastern Mediterranean and Adriatic region ("East Med")? Ege Liman
("Ege Ports-Kusadasi"), Bodrum Liman ("Bodrum Cruise Port") and
Zadar Cruise Port ("ZIPO"). ? Other operations ("other")? Port of
Adria ("Port of Adria-Bar"), Global Ports Services Med, GP Med,
Balearic Handling SLA("Balearic"), Shore Handling SLA ("Shore"), Ha
Long management contract and Pelican Peak; All except for Portof
Adria-Bar are part of vertical integration plans of the Group for
the Cruise business and not exceeding thequantitative threshold,
have been included in Other operations.
The Group's reportable segments under IFRS 8 are West Med,
Central Med, East Med, Americas, and Other.
Global Liman, Global Ports Europe, GP Melita, GP Netherlands,
Global Depolama, GPH Americas, GP Malta Finance, GPH Cruise Port
Finance and GPH Bahamas do not generate any revenues and therefore
is presented as unallocated to reconcile to the consolidated
financial statements results.
Assets, revenue and expenses directly attributable to segments
are reported under each reportable segment. Any items which are not
attributable to segments have been disclosed as unallocated. i.
Segment revenues, results and reconciliation to profit before
tax
The following is an analysis of the Group's revenue, results and
reconciliation to profit before tax by reportable segment:
West Med Central Med East Med Americas Other Total
USD '000
Year ended 31 March 2023
Revenue 27,677 14,761 24,062 135,778 11,318 213,596
Segmental EBITDA 19,475 7,811 19,366 29,010 4,318 79,980
Unallocated expenses (7,303)
Adjusted EBITDA 72,677
Reconciliation to loss before tax
Depreciation and amortisation expenses (27,277)
Specific adjusting items (*) (12,899)
Finance income 5,676
Finance costs (47,718)
Loss before income tax (9,541)
Year ended 31 March 2022
Revenue 6,210 7,175 2,521 102,818 9,686 128,410
Segmental EBITDA 1,252 3,176 214 5,055 3,232 12,929
Unallocated expenses (5,919)
Adjusted EBITDA 7,010
Reconciliation to loss before tax
Depreciation and amortisation expenses (28,467)
Specific adjusting items (*) (10,652)
Finance income 25,071
Finance costs (36,897)
Loss before income tax (43,935)
(*) Please refer to glossary of alternative performance measures
(APM).
The Group did not have inter-segment revenues in any of the
periods shown above. ii. Segment assets and liabilities
The following is an analysis of the Group's assets and
liabilities by reportable segment for the year ended:
West Med Central Med East Med Americas Other Total
USD '000
31 March 2023
Segment assets 116,001 88,131 46,248 419,143 49,394 718,917
Equity-accounted investees 15,893 1,528 -- -- 407 17,828
Unallocated assets 163,852
Total assets 900,597
Segment liabilities 56,591 59,679 13,961 375,049 32,004 537,284
Unallocated liabilities 328,019
Total liabilities 865,303
31 March 2022
Segment assets 112,804 91,657 39,058 394,813 59,025 697,357
Equity-accounted investees 11,315 2,294 -- -- 464 14,073
Unallocated assets 100,441
Total assets 811,871
Segment liabilities 53,828 63,358 15,424 363,149 39,567 535,326
Unallocated liabilities 226,148
Total liabilities 761,474 iii. Other segment information
The following table details other segment information for the
year ended:
West Med Central Med East Med Americas Other Unallocated Total
USD '000
Year ended 31 March 2023
Depreciation and amortisation expenses (11,368) (3,723) (3,058) (6,173) (2,766) (189) (27,277)
Additions to non-current assets (*)
- Capital expenditures (**) 1,369 706 457 98,111 194 73 100,910
Total additions to non-current assets (*) 1,369 706 457 97,958 194 73 100,910
Year ended 31 March 2022
Depreciation and amortisation expenses (12,262) (3,177) (2,794) (3,488) (2,487) (252) (28,467)
Additions to non-current assets (*)
- Capital expenditures 396 1,338 63 92,607 209 20 94,633
Total additions to non-current assets (*) 396 1,338 63 92,607 209 20 94,633
(*) Non-current assets exclude those relating to deferred tax
assets and financial instruments (including equity-accounted
investees).
(**) Total Capital expenditures on non-current assets includes
prepayments into fixed assets. iv. Geographical information
The Port operations of the Group are managed on a worldwide
basis, but operational ports and management offices are primarily
in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua &
Barbuda, Italy and Croatia. The geographic information below
analyses the Group's revenue and non-current assets by countries.
In presenting the following information, segment revenue has been
based on the geographic location of port operations and segment
non-current assets were based on the geographic location of the
assets.
Year ended Year ended
Revenue 31 March 2023 31 March 2022
(USD '000) (USD '000)
Bahamas 129,651 100,269
Spain 30,303 7,291
Turkey 23,482 2,169
Malta 11,996 6,333
Montenegro 8,510 8,604
Antigua & Barbuda 6,127 2,550
Italy 2,765 842
Croatia 580 352
Denmark 182 --
213,596 128,410
As at As at
Non-current assets 31 March 2023 31 March 2022
(USD '000) (USD '000)
Turkey 40,790 42,850
Spain 99,125 105,686
Malta 104,732 110,043
Montenegro 52,793 58,712
Italy 5,136 5,878
Bahamas 353,013 243,476
Antigua & Barbuda 61,746 63,247
UK 9,553 9,096
Croatia 2,333 2,528
Denmark 1,091 1,069
Canada 70 --
Unallocated 21,730 20,677
752,112 663,262
Non-current assets relating to deferred tax assets and financial
instruments (including equity-accounted investments) are presented
as unallocated. v. Information about major customers
IFRIC 12 construction revenue relates to ongoing construction at
Nassau Cruise Port, Tarragona Cruise Port and Cruise Ports in
Canary Islands. Excluding IFRIC 12 revenue, the Group did not have
a single customer that accounted for more than 10% of the Group's
consolidated revenue in any of the periods presented.
3 Revenue
For the year ended 31 March 2023 and 31 March 2022, revenue
comprised the following:
West Med Central Med East Med Americas Other Consolidated
(USD '000) 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022
Point in time
Cargo Handling revenues -- -- -- -- -- -- -- -- 7,927 7,762 7,927 7,762
Primary Port operations 22,657 4,810 8,512 2,819 18,307 1,189 38,476 12,919 292 256 88,244 21,993
Ancillary port service 2,049 549 384 908 1,647 299 635 847 2,652 1,645 7,367 4,248
revenues
Destination service 27 -- 693 184 1 -- -- -- -- -- 721 184
revenues
Other ancillary revenues 461 196 424 359 657 353 120 339 429 2 2,091 1,249
Over time
Area Management revenues 1,532 655 4,748 2,905 3,450 680 1,057 612 18 21 10,805 4,873
IFRIC 12 Construction 951 -- -- -- -- -- 95,490 88,101 -- -- 96,441 88,101
revenue
Total Revenues as 27,677 6,210 14,761 7,175 24,062 2,521 135,778 102,818 11,318 9,686 213,596 128,410
reported in note 2
The following table provides information about receivables,
contract assets and contract liabilities from contracts with
customers;
Year ended Year ended
Revenue 31 March 2023 31 March 2022
(USD '000) (USD '000)
Receivables, which are included in 'trade and other receivables' 14,380 11,313
Contract assets 411 476
Contract liabilities (896) (1,081)
13,895 10,707
The contract assets primarily relate to the Group's rights to
consideration for work completed but not billed at the reporting
date on Commercial services provided to vessels and management
agreements. The contract assets are transferred to receivables when
the rights become unconditional. This occurs when the Group issues
an invoice to the customer.
The contract liabilities primarily relate to the advance
consideration received from customers for services not yet
provided. These amounts will be recognised as revenue when the
services has provided to customers and billed, which based on the
nature of the business is less than a one week period.
The amount of USD 1,081 thousand recognised in contract
liabilities at the beginning of the period has been recognised as
revenue for the period ended 31 March 2023. The contract
liabilities amounting to USD 896 thousand will be recognised as
revenue during the year ending 31 March 2024.
The amount of revenue recognised in the period ended 31 March
2023 from performance obligations satisfied (or partially
satisfied) in previous periods is USD 411 thousand. This is mainly
due to the nature of operations, Group does not work on long term
agreements with its customers.
No information is provided about remaining performance
obligations at 31 March 2023 that have an original expected
duration of one year or less, as allowed by IFRS 15.
4 Cost of sales
For the year ended 31 March 2023 and 31 March 2022, cost of
sales comprised the following:
2023 2022
(USD '000) (USD '000)
IFRIC-12 Construction expenses 94,512 86,338
Depreciation and amortization expenses 24,698 25,626
Personnel expenses (*) 12,728 8,249
Security expenses 3,823 1,756
Insurance expense 3,593 3,719
Commission fees to government authorities and pilotage expenses 2,772 695
Repair and maintenance expenses 1,765 1,212
Cost of inventories sold 1,676 678
Replacement provision 585 671
Other expenses 3,729 2,382
Total 149,881 131,326
* 4,248 thousand USD (2022: 1,209 thousand USD) of total
personnel expenses are related to outsourced personnel
expenses.
5 Administrative expenses
For the year ended 31 March 2023 and 31 March 2022,
administrative expenses comprised the following:
2023 2022
(USD '000) (USD '000)
Personnel expenses 9,226 7,228
Depreciation and amortization expenses 2,577 2,837
Consultancy expenses 2,926 2,817
Representation and travel expenses 475 247
Other expenses 3,658 3,633
Total 18,862 16,762
The analysis of the auditor's remuneration is as follows:
2023 2022
USD '000 USD '000
Fees payable to PKF Littlejohn LLP and their associates for the audit of the company's annual 425 399
accounts
Fees payable to PKF Littlejohn LLP and their associates for the audit of the company's subsidiaries 215 160
Fees payable to KPMG LLP and their associates for the audit of the company's subsidiaries -- 45
Total audit fees 640 604
-- Audit-related assurance services PKF Littlejohn LLP and their associates 83 27
Total non-audit fees 83 27
Total fees 723 631
6 Other income and other expenses
During the year ended 31 March 2023 and 31 March 2022, other
income comprised the following:
2023 2022
USD'000 USD'000
IFRS 16 gain from concession fee waivers 600 964
Foreign currency income from operations -- 1,138
Government support * 1,472 1,681
Income from reversal of replacement provision 287 --
Other 247 1,386
Total 2,606 5,169
* Italian and Spanish governments provided non-reimbursable
Covid-19 support payments.
During the year ended 31 March 2023 and 31 March 2022, other
expenses comprised the following:
2023 2022
USD'000 USD'000
Project expenses 11,541 7,897
Foreign currency losses from operations 1,839 --
Indemnity payments 80 2,235
Impairment loss on Equity Accounted investments 659 --
Other 1,745 2,513
Total 15,864 12,645
7 Finance income and costs
During the year ended 31 March 2023 and 31 March 2022, finance
income comprised the following:
2023 2022
Finance income
(USD '000) (USD '000)
Other foreign exchange gains 3,382 20,610
Income from repurchase of bonds -- 3,818
Interest income on related parties 527 453
Interest income on banks and others 1,587 8
Interest income from housing loans 4 (6)
Other interest income 176 188
Total 5,676 25,071
The income from financial instruments within the category
financial assets at amortized cost is USD 2,118 thousand (31 March
2022: USD 455 thousand). Income from financial instruments within
the category fair value through profit and loss is USD 165 thousand
(31 March 2022: USD 188 thousand).
For the year ended 31 March 2023 and 31 March 2022, finance
costs comprised the following:
2023 2022
Finance costs
(USD '000) (USD '000)
Interest expense on loans and borrowings 34,740 21,675
Foreign exchange losses from Eurobond -- 3,354
Foreign exchange losses on other loans and borrowings 1,058 2,482
Interest expense on leases 3,756 3,932
Foreign exchange losses on equity translation * 412 1,330
Other foreign exchange losses 1,899 430
Loan commission expenses 3,303 2,551
Unwinding of provisions during the year 333 344
Letter of guarantee commission expenses 462 15
Other interest expenses 1,698 763
Other costs 57 21
Total 47,718 36,897
* Ege Ports and Bodrum Cruise Port have functional currency of
USD while their books are required to be kept as per Turkish
Companies Law "VUK 213" article 215 in TL. All equity transactions
are made in TL and transaction incurred during the year are being
translated to USD resulting in foreign exchange differences in
profit or loss.
The interest expense for financial liabilities not classified as
fair value through profit or loss is USD 38,496 thousand (31 March
2022: USD 25,607 thousand).
8 Property and equipment
Movements of property and equipment for the year ended 31 March
2023 comprised the following:
USD '000
Cost 31 March Additions Disposals Transfers Currency translation 31 March
2022 differences 2023
Leasehold improvements 132,619 411 (300) 752 (1,712) 131,770
Machinery and 20,797 1,511 (163) 219 (433) 21,931
equipment
Motor vehicles 12,146 366 (25) -- (6) 12,481
Furniture and fixtures 11,267 870 (22) 33 (177) 11,971
Construction in 9,596 1,166 -- (1,004) 14 9,772
progress
Land improvement 91 4 -- -- -- 95
Total 186,516 4,328 (510) -- (2,314) 188,020
Accumulated 31 March Depreciation Disposals Transfers Currency translation 31 March
depreciation 2022 expense differences 2023
Leasehold improvements 39,977 4,339 (121) -- (246) 43,949
Machinery and 8,900 1,342 (55) -- (152) 10,035
equipment
Motor vehicles 9,670 1,007 (38) -- (3) 10,636
Furniture and fixtures 6,487 729 (14) -- (57) 7,145
Land improvement 71 4 -- -- -- 75
Total 65,105 7,421 (228) -- (458) 71,840
Net book value 121,411 -- 116,180
Movements of property and equipment for the year ended 31 March
2022 comprised the following:
USD '000
Cost 31 March Additions Disposals Transfers Currency translation 31 March
2021 differences 2022
Leasehold improvements 135,966 641 -- (156) (3,832) 132,619
Machinery and 21,002 969 (18) 6 (1,162) 20,797
equipment
Motor vehicles 12,011 136 (32) -- 31 12,146
Furniture and fixtures 10,792 1,015 (23) -- (517) 11,267
Construction in 6,834 2,669 -- 150 (57) 9,596
progress
Land improvement 87 4 -- -- -- 91
Total 186,692 5,434 (73) -- (5,537) 186,516
Accumulated 31 March Depreciation Disposals Transfers Currency translation 31 March
depreciation 2021 expense differences 2022
Leasehold improvements 36,265 4,446 -- -- (734) 39,977
Machinery and 8,009 1,335 (16) -- (428) 8,900
equipment
Motor vehicles 9,633 946 (23) -- (886) 9,670
Furniture and fixtures 5,868 822 (7) -- (196) 6,487
Land improvement 59 12 -- -- -- 71
Total 59,834 7,561 (46) -- (2,244) 65,105
Net book value 126,858 121,411
As at 31 March 2023, the net book value of machinery and
equipment purchased through leasing amounted to USD 0 thousand (31
March 2022: USD 0 thousand), and the net book value of motor
vehicles purchased through leasing amounted to USD 1,321 thousand
(31 March 2022: USD 2,157 thousand). In 2023, the Group acquired
machinery and equipment amounting to USD 14 thousand through
finance leases (31 March 2022: USD 142 thousand).
As at 31 March 2023 and 31 March 2022, according to the "TOORA"
and "BOT" tender agreements signed with the related Authorities, at
the end of the agreement periods, real estate with their capital
improvements will be returned as running, clean, free of any
liability and free of charge. The details of the pledge or mortgage
on property and equipment regarding the loans and borrowings are
explained on Note 13.
During the year ended 31 March 2023 and 31 March 2022, no
borrowing costs were capitalised into property and equipment.
As at 31 March 2023, the insured amount of property and
equipment amounts to USD 373,200 thousand (31 March 2022: USD
284,651 thousand).
9 Intangible assets
Movements of intangible assets for the year ended 31 March 2023
comprised the following:
USD '000
Cost 31 March 2022 Additions Disposal Currency translation differences 31 March 2023
Port operation rights 533,150 119,279 (5,561) (6,020) 640,848
Customer relationships 5,402 -- -- (36) 5,366
Software 626 28 -- (14) 640
Other intangibles 1,097 124 (1) (54) 1,166
Total 540,275 119,431 (5,562) (6,124) 648,020
Accumulated amortization 31 March 2022 Amortisation expense Disposal Currency translation differences 31 March 2023
Port operation rights 123,561 16,315 (5,109) (1,661) 133,106
Customer relationships 4,237 141 -- (1) 4,377
Software 593 17 -- (14) 596
Other intangibles 913 50 (1) (44) 918
Total 129,304 16,523 (5,110) (1,720) 138,997
Net book value 410,971 509,023
Movements of intangible assets for the year ended 31 March 2022
comprised the following:
USD '000
Cost 31 March 2021 Additions Disposal Currency translation differences 31 March 2022
Port operation rights 441,621 105,518 -- (13,989) 533,150
Customer relationships 5,482 -- -- (80) 5,402
Software 665 4 (10) (33) 626
Other intangibles 1,233 41 -- (177) 1,097
Total 449,001 105,563 (10) (14,279) 540,275
Accumulated amortisation 31 March 2021 Amortisation expense Disposal Currency translation differences 31 March 2022
Port operation rights 111,620 16,867 -- (4,926) 123,561
Customer relationships 4,095 156 -- (14) 4,237
Software 499 130 (6) (30) 593
Other intangibles 877 170 -- (134) 913
Total 117,091 17,323 (6) (5,104) 129,304
Net book value 331,910 410,971
The details of Port operation rights as at 31 March 2023 and 31
March 2022 are as follows:
As at 31 March 2023 As at 31 March 2022
USD '000 Carrying Amount Remaining Amortisation Carrying Amount Remaining Amortisation
Period Period
Creuers del Port de 66,217 87 months 78,002 99 months
Barcelona
Cruceros Malaga 8,865 113 months 9,683 125 months
Valletta Cruise Port 55,366 524 months 58,043 536 months
Port of Adria 13,137 249 months 14,113 261 months
Tarragona Cruise Port 671 132 months -- --
Global Ports Canary Islands 5,021 477 months -- --
GPH Alicante 1,059 180 months -- --
Ege Ports 8,533 120 months 9,360 132 months
Bodrum Cruise Port 2,308 540 months 2,360 552 months
Nassau Cruise Port 344,080 293 months 234,915 305 months
Cagliari Cruise Port 1,144 45 months 1,485 57 months
Catania Cruise Port 1,339 57 months 1,628 69 months
All port operating rights have arisen as a result of IFRS 3
Business combinations, except Barcelona Port Investments, Catania
Cruise Port, Nassau Cruise Port, Tarragona, Canary Islands and
Alicante, which arose as a result of applying IFRIC 12. Each port
represents a separate CGU as per IAS 36.
For the year ended 31 March 2023, borrowing costs amounting USD
16,483 thousand have been capitalized into intangible assets (2022:
USD 16,364 thousand).
No project expenses directly attributable to the creation of the
port right have been capitalized as part of the port operating
rights.
Recoverability of intangible assets
Management made regular checks on internal and external
impairment indicators. Based on the last year performance of the
Group companies, there was a full recovery seen after Covid 19,
Passenger and call numbers exceeded the last comparative year of
2019, and all tariffs and operational revenues were either at the
same level or higher compared to 2019 . Management is confident on
the carrying amounts of its subsidiaries being fair, with no
impairment of any assets being deemed necessary.
10 Equity-accounted investments
The nature of the operations and the locations of the
equity-accounted investees of the Company are listed below:
Locations Operations
Equity-accounted investees
LCT - Lisbon Cruise Terminals, LDA ("LCT") Portugal Port operations
SATS - Creuers Cruise Services Pte. Ltd. ("Singapore Port") Singapore Port operations
Venezia Investimenti Srl. ("Venice Investment") Italy Port investments
Goulette Cruise Holding Ltd. ("La Goulette") UK Port investments
Pelican Peak Investments Inc ("Pelican Peak") Canada Ancillary services
Lisbon Cruise Terminals
The Group has entered into the concession agreement of Lisbon
Cruise Port within the framework of a public-service concession on
18 July 2014 as part of the consortium comprising Global Liman,
RCCL, Creuers and Group Sousa - Investimentos SGPS, LDA. The
operation right of Lisbon Cruise Port has been transferred by the
Port Authority of Lisbon to LCT-Lisbon Cruise Terminals, LDA, which
was established by the Consortium on 26 August 2014. The Group has
a 46.2% effective interest in Lisbon Cruise Terminals as at 31
March 2023, hence the Group can only appoint a minority of
Directors to the Board and therefore does not have control over the
entity. Lisbon Cruise Terminals has been recognised as an
equity-accounted investee in the consolidated financial report as
at and for the periods ended 31 March 2023 and 2022.
Singapore Port
Barcelona Port Investments, S.L ("BPI") was established as a
joint venture between the Group and Royal Caribbean Cruises Ltd.
("RCCL") on 26 July 2013 for the purpose of acquiring Creuers. GPH
CPF has 62% ownership in BPI. Creuers holds a 100% interest in the
port operation rights for the Barcelona cruise port, as well as an
100% interest in the port operation rights for the Malaga cruise
port and a 40% interest in the port operation rights for the
Singapore cruise port. Singapore cruise port has a fiscal year
starting from 1 April and ending on 31 March. The effective
interest held on Singapore cruise port is 24.8%. Singapore has been
recognised as an equity-accounted investee in the consolidated
financial report as at and for the periods ended 31 March 2023 and
2022.
Venice Investment
Venezia Investimenti Srl is an international consortium formed
for investing in Venezia Terminal Passegeri S.p.A ("VTP"). The
international consortium formed as a joint venture by GPH, Costa
Crociere SpA, MSC Cruises SA and Royal Caribbean Cruises Ltd each
having a 25% share of the Company.
Goulette Cruise Holding
Goulette Cruise Holding is a joint venture established 50%-50%
between the Company and MSC Cruises S.A. ("MSC"), to acquire La
Goulette Shipping Cruise, which operates the cruise terminal in La
Goulette, Tunisia. The Company made a share capital contribution
for its 50% shareholding amounting to EUR55 thousand and issued a
loan of USD6m in December 2019 to fund the acquisition of La
Goulette Shipping Cruise proportionately to its share. The joint
venture acquired the shares in La Goulette Shipping Cruise on 26
December 2019.
Pelican Peak
The Group invested in Pelican Peak, a company established in
Canada and operating in the Caribbean region to provide ancillary
services to cruise passengers. The investment in Pelican Peak
shares were made as part of the Group's plans to integrate its
services vertically and increase ancillary service opportunities of
the Group.
Impairment analysis
An indicator of impairment has been identified for the
investment of Venezia Investimenti ("VI"). Whilst Venice Cruise
Port, 48% investment of VI, has continued to operate through the
period, additional safety policies actioned by the Italian
government resulted in the number of ships visiting the port to be
limited and the port has not grown as expected since acquisition in
2016, and the concession period remaining decreased significantly.
As a result, a detailed analysis of the investment has been made
taking into consideration the recent limitations and restrictions
to cruise traffic in Venice, and an impairment of USD0.6 million
has been recognised. Management has used forecasts prepared by
Venice Cruise Port ("VCP") management to evaluate recoverability of
Venice Cruise Port, to decide on the potential investment value of
VCP in VI.
For the year ended 31 March 2023
At 31 March 2023, Venezia Investimenti, Lisbon Cruise Terminals,
Goulette Cruise Holding, Singapore Port and Pelican Peak are
equity-accounted investees in which the Group participates.
The following table summarises the financial information of
Goulette Cruise Holding, Venezia Investimenti, Lisbon Cruise
Terminals, Singapore Port and Pelican Peak as included in the
consolidated financial statements as at 31 March 2023. The table
also reconciles the summarised financial information to the
carrying amount of the Group's interest in Lisbon Cruise Terminals
and Singapore Port.
Pelican Venezia Lisbon Cruise Singapore
USD'000 Peak Goulette Cruise Investimenti Terminals Port
Holding
Percentage ownership interest 10.23% 50.00% 25.00% 50.00% 40.00%
Non-current assets 4,821 14,208 13,083 25,590 8,568
Current assets (1) 3,665 3,082 3,331 20,747
Non-current liabilities (471) (18,673) (9,951) (8,642) (4,653)
Current liabilities (369) (300) (101) (2,310) (7,398)
Net assets (100%) 3,980 (1,100) 6,113 17,969 17,264
Group's share of net assets 407 (550) 1,528 8,985 6,906
Carrying amount of interest in 407 -- (*) 1,528 8,985 6,906
equity-accounted investees
Revenue -- -- -- 7,790 26,314
Expenses (424) -- (89) (6,028) (17,668)
Profit and total comprehensive income for (424) (391) (89) 1,762 8,646
the year (100%)
Group's share of profit and total (43) -- (*) (22) 881 3,458
comprehensive income
(*) The Group has no obligation to fund Goulette's operations
nor has it made payments on behalf of Goulette. The Group's
interest in Goulette is reduced to zero, and the yearly result
recognized is the balance nullifying the equity.
As at 31 March 2023, the amounts in the above table include the
following:
Pelican Venezia Lisbon Cruise Singapore
USD '000 Peak Goulette Cruise Investimenti Terminals Port
Holding
Cash and cash equivalents 1 4 2,868 1,509 18,743
Non-current financial liabilities (excluding trade and (471) (18,673) -- (8,498) (4,316)
other payables and provisions)
Current financial liabilities (excluding trade and -- -- -- (1,343) (1,874)
other payables and provisions)
Interest income -- 728 -- -- --
Depreciation and amortisation -- -- -- (1,204) (2,485)
Interest expense (6) (723) -- (431) (46)
Income tax expense -- -- -- (583) (1,785)
For the year ended 31 March 2023, the Group's share of profit
and total comprehensive income is set out below:
Net profit / (loss)
(USD '000)
Singapore Port 3,458
Venezia Investimenti (22)
Pelican Peak (43)
Goulette Cruise Holding --
Lisbon Cruise Terminals 881
Group's share of profit / (loss) and total comprehensive income 4,274
For the year ended 31 March 2022
At 31 March 2022, Venezia Investimenti, Lisbon Cruise Terminals,
Goulette Cruise Holding, Singapore Port and Pelican Peak are
equity-accounted investees in which the Group participates.
The following table summarises the financial information of
Goulette Cruise Holding, Venezia Investimenti, Lisbon Cruise
Terminals, Singapore Port and Pelican Peak as included in the
consolidated financial statements as at 31 March 2022. The table
also reconciles the summarised financial information to the
carrying amount of the Group's interest in Lisbon Cruise Terminals
and Singapore Port.
Pelican Venezia Lisbon Cruise Singapore
USD'000 Peak Goulette Cruise Investimenti Terminals Port
Holding
Percentage ownership interest 10.23% 50.00% 25.00% 50.00% 40.00%
Non-current assets 5,288 16,915 16,205 27,228 10,623
Current assets -- 512 3,200 2,976 8,287
Non-current liabilities (400) (17,701) (10,198) (12,614) (5,854)
Current liabilities (353) (478) (33) (1,583) (4,776)
Net assets (100%) 4,535 (752) 9,174 16,007 8,280
Group's share of net assets 464 (376) 2,294 8,003 3,312
Carrying amount of interest in 464 -- (*) 2,294 8,003 3,312
equity-accounted investees
Revenue -- 686 -- 3,904 22,377
Expenses 90 (853) (143) (4,464) (27,672)
Profit and total comprehensive income for 90 (167) (143) (560) (5,295)
the year (100%)
Group's share of profit and total 9 -- (*) (36) (280) (2,118)
comprehensive income
(*) The Group has no obligation to fund Goulette's operations
nor has it made payments on behalf of Goulette. The Group's
interest in Goulette is reduced to zero, and the yearly result
recognized is the balance nullifying the equity.
As at 31 March 2022, the amounts in the above table include the
following:
Pelican Venezia Lisbon Cruise Singapore
USD '000 Peak Goulette Cruise Investimenti Terminals Port
Holding
Cash and cash equivalents -- 505 3,187 1,616 6,533
Non-current financial liabilities (excluding trade and (401) (17,701) -- (12,620) (5,412)
other payables and provisions)
Current financial liabilities (excluding trade and -- -- -- (547) (1,326)
other payables and provisions)
Interest income -- 683 -- -- --
Depreciation and amortisation -- -- -- (1,367) (2,968)
Impairment loss on trade receivables and contract -- -- -- -- (7,834)
assets *
Interest expense (5) (732) -- (406) (36)
Income tax expense -- -- -- 172 (737)
* Impairment loss booked in Singapore during FY2022 is related
to bankruptcy of one of the Cruise Lines mostly operating in Asian
region.
For the year ended 31 March 2022, the Group's share of profit
and total comprehensive income is set out below:
Net profit / (loss)
(USD '000)
Singapore Port (2,118)
Venezia Investimenti (36)
Pelican Peak 9
Goulette Cruise Holding --
Lisbon Cruise Terminals (280)
Group's share of profit / (loss) and total comprehensive income (2,425)
11 Cash and cash equivalents
As at 31 March 2023 and 31 March 2022, cash and cash equivalents
comprised the following:
2023 2022
(USD '000) (USD '000)
Cash on hand 105 57
Cash at banks 118,062 99,605
- Demand deposits 99,871 98,010
- Time deposits 18,221 1,595
Other cash and cash equivalents 34 25
Cash and cash equivalents 118,201 99,687
As at 31 March 2023 and 31 March 2022, maturities of time
deposits comprised the following:
2023 2022
(USD '000) (USD '000)
Up to 1 month 2 2
1-3 months 18,219 1,593
Total 18,221 1,595
As at 31 March 2023 and 31 March 2022, the ranges of interest
rates for time deposits are as follows:
2023 2022
Interest rate for time deposit-TL (highest) 25.0% 2.5%
Interest rate for time deposit-TL (lowest) 8.5% 2.0%
Interest rate for time deposit-USD (highest) -- --
Interest rate for time deposit-USD (lowest) -- --
Interest rate for time deposit-EUR (highest) 0.15% 0.15%
Interest rate for time deposit-EUR (lowest) 0.05% 0.05%
As at 31 March 2023, cash at bank held at Antigua, Nassau Cruise
Port, Ege Port and Port of Adria amounting to USD 12,621 thousand
(31 March 2022: USD 11,962 thousand) is restricted due to debt
service reserve amounts regarding financing agreements and
subscription guarantees (Note 15). Debt service reserve guarantees
were given for the following period's interest and principal
payment and can be used when requested for investment purposes.
12 Capital and reserves a. Share capital
The Company's shares are ordinary voting shares. There are no
preferential rights attached to any shares of the Company.
The details of paid-up share capital as of 31 March 2023 and 31
March 2022 are as follows:
Number of shares Share capital Share Premium
'000 USD'000 USD'000
Balance at 1 April 2021 62,827 811 --
Balance at 31 March 2022 62,827 811 --
Balance at 31 March 2023 62,827 811 -- b. Nature and purpose of reserves i. Translation reserves
The translation reserves amounting to USD 43,100 thousand (31
March 2022: USD 46,462 thousand) are recognised as a separate
account under equity and comprises foreign exchange differences
arising from the translation of the consolidated financial
statements of subsidiaries and equity-accounted investees from
their functional currencies (Euro and TL) to the presentation
currency USD. ii. Legal reserves
Under the Turkish Commercial Code, Turkish companies are
required to set aside first and second level legal reserves out of
their profits. First level legal reserves are set aside as up to 5%
of the distributable income per the statutory accounts each year.
The ceiling of the first level reserves is 20% of the paid-up share
capital. The requirement to set aside ends when 20% of the paid-up
capital level has been reached. Second level legal reserves
correspond to 10% of profit distributed after the deduction of the
first legal reserves and the minimum obligatory dividend pay-out,
but holding companies are not subject to this regulation. There is
no ceiling for second level legal reserves and they are accumulated
every year. First and second level legal reserves cannot be
distributed until they exceed 50% of the capital, but the reserves
can be used for offsetting the losses in case free reserves are
unavailable. As at 31 March 2023, the legal reserves of the Group
amounted to USD 6,014 (31 March 2022: USD 6,014 thousand). iii.
Hedging reserves
Net investment hedge
In the years ended 31 March 2023 and 31 March 2022, the Company
has no active net investment hedge arrangements.
Cash flow hedge
The Group entered into an interest rate swap as of 30 September
2014, in order to hedge its position against changes in interest
rates. The effective portion of the cash flow hedge that was
recognised in other comprehensive income was USD 142 thousand
income (31 March 2022: USD 253 thousand income). The amount that
was reclassified from equity to profit and loss within the cash
flow hedges - effective portion of changes in fair value line item
for the year was USD 113 thousand (31 March 2022: USD 170 thousand)
recognized as financial expenses in the profit and loss
statement.
The hedge instrument payments will be made in the periods shown
below, at which time the amount deferred in equity will be
reclassified to profit and loss:
More than 3 5 years or less
3 months months but less but more than More than
or less than 1 year 1 year 5 years
(USD '000) (USD '000) (USD '000) (USD '000)
Net cash outflows exposure
Liabilities 47 32 23 --
At 31 March 2022 47 32 23 --
Net cash outflows exposure
Liabilities (27) (14) -- --
At 31 March 2023 (27) (14) -- -- iv. Merger reserves
On 17 May 2017, Global Ports Holding PLC was listed on the
Standard Listing segment of the Official List and trading on the
Main Market of the London Stock Exchange. As part of a
restructuring accompanying the Initial Public Offering ("IPO") of
the Group on 17 May 2017, Global Ports Holding PLC replaced Global
Liman Isletmeleri A.S. as the Group's parent company by way of a
Share exchange agreement. Under IFRS 3 this has been accounted for
as a Group reconstruction under merger accounting. These
consolidated financial statements have been prepared as a
continuation of the existing Group. Merger accounting principles
for this combination have given rise to a merger reserve of USD 225
million. This has been transferred from the merger reserve to
retained earnings subsequent to the share capital reduction, as it
does not have any features distinct from retained earnings. b.
Dividends
Dividend distribution declarations are made by the Company in
GBP and paid in USD in accordance with its articles of association,
after deducting taxes.
The Board of the Company has decided to suspend dividends with a
resolution dated March 2020. Accordingly no dividend was decided or
distributed during the year ended 31 March 2023 and 31 March
2022.
The Group has not made any dividend distribution to
non-controlling interests during the year ended 31 March 2023 (No
dividend distribution during the year ended 31 March 2022).
13 Loans and borrowings
As at 31 March 2023 and 31 March 2022, loans and borrowings
comprised the following:
2022
2023
Current loans and borrowings Restated*
(USD '000)
(USD '000)
Current portion of bonds and notes issued 17,834 16,490
Current bank loans 26,170 37,090
-- TL 1,757 1,497
-- Other currencies 24,414 35,593
Current portion of long-term bank loans 19,996 3,355
-- TL -- --
-- Other currencies 19,996 3,355
Lease obligations 2,487 3,799
Finance leases 1,062 1,162
Lease obligations recognized under IFRS 16 1,425 2,637
Total 66,488 60,734
2022
2023
Non-current loans and borrowings Restated *
(USD '000)
(USD '000)
Non-current portion of bonds and notes issued 242,820 224,109
Non-current bank loans 303,390 250,525
-- TL -- --
-- Other currencies 303,390 250,525
Finance lease obligations 59,744 63,220
-- Finance leases 1,026 1,974
-- Lease obligations recognized under IFRS 16 58,718 61,246
Total 605,954 537,854
* The split between the current portion and the non-current
portion of the CPF loan from Sixth Street has been amended in the
prior year comparatives following a reassessment of the accounting
treatment of the loan in line with IFRS 9. The result of this
amendment is that the current portion of long-term bank loans as at
31 March 2022 (other currencies) has reduced from USD18,619k by
USD15,264k to USD3,355k. This has then amended the total current
loans and borrowings figure as previously presented as USD75,998k
by reducing the figure by USD15,264k to USD60,734k.
In addition, there has been an equal and opposite increase in
the non-current bank loans (other currencies) figure as at 31 March
2022, which was previously stated at USD235,261k and has increased
by USD15,264k to USD250,525k. This has also then amended the total
non-current loans and borrowings figure as previously presented as
USD522,590k by increasing the figure by USD15,264k to
USD537,854k.
The impact of the above amendment has also impacted the maturity
profile of the long term loans as in the below table which has also
been restated as at 31 March 2022 to show the impact of the above
noted amendment between the years as set out below.
As at 31 March 2023 and 31 March 2022, the maturity profile of
long-term loans and borrowings comprised the following:
2022
2023
Year Restated
(USD '000)
(USD '000)
Between 1-2 years 37,776 29,060
Between 2-3 years 24,872 25,886
Between 3-4 years 268,247 29,343
Over 4 years 215,315 390,345
Total 546,210 474,634
As at 31 March 2023 and 31 March 2022, the maturity profile of
lease obligations comprised the following:
USD '000 2023 2022
Future minimum Interest Present value of minimum Future minimum Interest Present value of minimum
lease payments lease payments lease payments lease payments
Less than one 4,252 (1,765) 2,487 5,357 (1,558) 3,799
year
Between one and 126,186 (66,442) 59,744 133,941 (70,721) 63,220
five years
Total 130,438 (68,207) 62,231 139,298 (72,279) 67,019
Details of the loans and borrowings as at 31 March 2023 are as
follows:
As at 31 March 2023
Loans and borrowings type Company name Currency Maturity Interest Interest Principal Carrying
type rate % value
Loans used to finance investments and
projects
Secured loans (i) Cruise Port USD 2026 Floating Libor + 5.25 254,116 247,189
Finance
Unsecured Bonds and notes (vi) Nassau Cruise Port USD 2040 Fixed 5.25 - 8.00 244,400 241,226
Secured Loan (ii) Barcelona Port EUR 2023 Floating Euribor + 2,966 2,939
Investments 4.00
Secured Loan (iii) Malaga Cruise Port EUR 2025 Floating Euribor 3m + 2,221 2,225
1.75
Secured Loan (iv) Valetta Cruise EUR 2037 Floating Euribor + 8,582 9,087
Port 2.80
Secured Loan Cagliari Cruise EUR 2029 Fixed 1.52 - 5.36 395 395
Port
Secured Loan Bodrum Cruise Port TL 2023 Fixed 30% 131 165
Secured Loan (v) Port of Adria EUR 2025 Floating Euribor + 17,384 17,549
4.25
Secured Loan Port of Adria EUR 2025 Fixed 3.15 383 383
Secured Loan Balearic Handling EUR 2025 Fixed 1.50 2 2
Secured Loan Shore Handling EUR 2028 Fixed 1.50 187 187
Secured Loan Barcelona Cruise EUR 2024 Floating Euribor + 2,606 2,642
Port 4.00
Secured Loan (vii) Antigua Cruise USD 2026 Floating SOFR + 5.75 32,282 32,139
Port
Unsecured Loan (viii) GP Malta Finance EUR 2030 Fixed 6.25% 19,713 19,426
Secured Loan Tarragona Cruise EUR 2032 Floating Euribor + 4,266 4,266
Port 2.50%
Secured Loan GP Canary Islands EUR 2023 Fixed 4.76% 1,684 1,684
591,318 581,504
Loans used to finance working capital
Unsecured Loan Global Liman USD 2023 Fixed 5% - 15.15% 22,574 22,686
Unsecured Loan Ege Liman TL 2023 Fixed 13.46% - 1,567 1,592
13.88%
Unsecured Loan Ege Liman USD 2023 Fixed 9.25% - 4,125 4,428
15.73%
28,266 28,706
Finance lease obligations (incl.
IFRS-16 Finance Lease)
Leasing Barcelona Cruise EUR 2029 Fixed 4.25% 1,417 1,417
Port *
Leasing Malaga Cruise Port EUR 2041 Fixed 2.00% 7,883 7,883
*
Leasing Valetta Cruise EUR 2066 Fixed 4.27% 60,741 24,872
Port *
Leasing Bodrum Cruise Port TL 2067 Fixed 28.05% 802 802
*
Leasing Bodrum Cruise Port TL 2024 Fixed 8.75% 264 308
Leasing Ege Liman USD 2025 Fixed 6.25% 1,784 1,778
Leasing Ege Liman EUR 2024 Fixed 3.25% 2 2
Leasing Port of Adria * EUR 2043 Fixed 3.85% 13,442 7,475
Leasing Zadar * EUR 2038 Fixed 5.50% 2,377 2,377
Leasing Cagliari Cruise EUR 2026 Fixed 4.84% 250 220
Port *
Leasing Taranto Cruise EUR 2042 Fixed 1.30% 1,018 851
Port *
Leasing Kalundborg Cruise EUR 2041 Fixed 6.50% 876 876
Port *
Leasing Antigua Cruise USD 2048 Fixed 7.65% 31,187 13,370
Port *
122,043 62,231
672,441
* IFRS - 16 applied leases
Details of the loans and borrowings as at 31 March 2022 are as
follows:
As at 31 March 2022
Loans and borrowings type Company name Currency Maturity Interest Interest Principal Carrying
type rate % value
Loans used to finance investments and
projects
Secured loans (i) Cruise Port USD 2026 Floating Libor + 5.25 197,439 187,095
Finance
Unsecured Bonds and notes (vi) Nassau Cruise Port USD 2040 Fixed 5.25 - 8.00 241,155 240,600
Secured Loan (ii) Barcelona Port EUR 2023 Floating Euribor + 8,718 8,680
Investments 4.00
Secured Loan (iii) Malaga Cruise Port EUR 2025 Floating Euribor 3m + 3,376 3,364
1.75
Secured Loan (iv) Valetta Cruise EUR 2035 Floating Euribor + 9,721 8,880
Port 2.80
Secured Loan Cagliari Cruise EUR 2026 Fixed 2.20 - 5.55 465 465
Port
Secured Loan Bodrum Cruise Port TL 2022 Fixed 9.50 - 19.00 171 210
Secured Loan (v) Port of Adria EUR 2025 Floating Euribor + 20,044 20,181
4.25
Secured Loan Port of Adria EUR 2022 Fixed 3.15 - 3.30 1,258 1,262
Secured Loan Balearic Handling EUR 2025 Fixed 1.50 13 13
Secured Loan Shore Handling EUR 2028 Fixed 1.50 223 223
Secured Loan Barcelona Cruise EUR 2024 Floating EURIBOR + 2,671 2,681
Port 4.00
Secured Loan (vii) Antigua Cruise USD 2026 Floating SOFR + 5.75 33,569 33,421
Port
518,823 507,075
Loans used to finance working capital
Unsecured Loan Global Liman TL 2022 Fixed 9.25 - 9.50 1,092 1,287
Unsecured Loan Global Liman USD 2023 Fixed 9.50 19,000 19,037
Unsecured Loan Ege Liman USD 2022 Fixed 5.00 4,000 4,170
24,092 24,494
Finance lease obligations (incl.
IFRS-16 Finance Lease)
Leasing Cagliari Cruise EUR 2026 Fixed 4.84 24 24
Port
Leasing Global Ports PLC * GBP 2022 Fixed 3.50 170 170
Leasing Barcelona Cruise EUR 2029 Fixed 4.25 1,819 1,819
Port *
Leasing Malaga Cruise Port EUR 2041 Fixed 2.00 8,492 8,492
*
Leasing Valetta Cruise EUR 2066 Fixed 4.27 63,168 25,348
Port *
Leasing Bodrum Cruise Port TL 2067 Fixed 18.09 983 983
*
Leasing Bodrum Cruise Port TL 2024 Fixed 32.77 641 635
Leasing Ege Liman USD 2025 Fixed 6.25 2,493 2,477
Leasing Port of Adria * EUR 2043 Fixed 3.85 13,454 9,525
Leasing Zadar * HRK 2038 Fixed 5.50 2,530 2,530
Leasing Cagliari Cruise EUR 2026 Fixed 4.84 308 265
Port *
Leasing Taranto Cruise EUR 2042 Fixed 1.30 1,011 889
Port *
Leasing Kalundborg Cruise EUR 2041 Fixed 6.50 868 875
Port *
Leasing Antigua Cruise USD 2048 Fixed 7.65 31,787 12,987
Port *
127,748 67,019
598,588
* IFRS - 16 applied leases
Detailed information relating to significant loans undertaken by
the Group is as follows: i. At 27 July 2021, the Group entered into
a five-year, senior secured loan agreement for up to USD
261.3million with the investment firm Sixth Street to refinance
Eurobond. USD186.3m of this loan has been drawn for therefinancing
as of the reporting date, while the remaining USD75m represent a
growth financing facility which theGroup can draw meeting certain
requirements. Under the terms of the Facility Agreement, the
Company will have theability to select from a range of interest
payment options including an all-cash interest rate of Libor 7%, a
cashinterest rate of LIBOR +5.25% plus PIK rate of 2%, or a PIK
only rate of LIBOR +8.5% up until December 2022. Theloan repayment
is repaid with a bullet payment at final maturity in July 2026. The
Group, at its discretion, willnot be required to make any debt
service payments (principal or interest) until calendar year-end
2022. As part ofthe financing arrangement with Sixth Street, the
Company has agreed to issue warrants to Sixth Street for
asubscription price equal to the nominal value per share
representing 9.0% of the Company's fully-diluted sharecapital
(subject to customary adjustments).
At 23 March 2023, the up-front concession fee payment amounting
to USD38.9m has been financed by partial utilization of the USD 75
million growth facility provided by Sixth Street, previously
announced on 24 May 2021 and approved by shareholders on 9 June
2021. As part of the additional draw down with Sixth Street, GPH
has issued further warrants to Sixth Street representing an
additional 2.0% of GPH's fully diluted share capital (in addition
to warrants issued at financial closing in July 2021 equivalent of
9.0% of GPH's fully diluted share capital).
In accordance with the Facility Agreement the reference rate for
determination of interest will change from LIBOR to adjusted SOFR
for interest periods after 30 June 2023. The SSP Facility agreement
includes a detailed formula which determines a premium over the
3-month term SOFR which is intended to neutralize any difference
between LIBOR and Term SOFR. There should be no material difference
in interest cost between the current interest payment with LIBOR
and that under SOFR. ii. On 30 September 2014, BPI and Creuers
entered into a syndicated loan. Tranche A of this loan is
paidsemi-annually, at the end of June and December, with the last
payment being in 2023. Tranche B is already paid,Tranche C
amounting to Euro 2.4 million has a bullet payment in 2024. The
interest rate of this loan is Euribor 6m+ 4.00%. The syndicated
loan is subject to a number of financial ratios and restrictions,
any breach of which couldlead to early repayment being requested.
Under this loan, in the event of default, all the shares of BPI (a
totalof 3,170,500 shares each being EUR1) and Creuers
(3,005,061shares each being EUR1) are pledged together with
certainrights of these companies. The agreement includes terms
about certain limitations on dividends payments, newinvestments,
any change in the control of the companies, change of the business,
new loans and disposal of assets. iii. On 12 January 2010, Cruceros
Málaga, S.A. entered into a loan agreement with Unicaja regarding a
loan ofEUR 9 million to finance the construction of the new
terminal. This loan had an 18-month grace period. It is linkedto
Euribor and has a term of 180 months from the agreement execution
date. Therefore, the maturity date of the loanis on 12 January
2025. A mortgage has been taken out on the administrative
concession agreement to guaranteerepayment of the loan principal
and accrued interest thereon. iv. Valletta Cruise Port's bank loans
and overdraft facilities bear interest at Euribor + 3% (31 March
2022:Euribor + 3%) per annum and are secured by a mortgage over
VCP's present and future assets, together with amortgage over
specific property within the concession site for a period of 65
years commencing on 21 November 2001. v. Port of Adria entered into
a loan agreement with EBRD amounting to Euro 20 million in total on
26February 2018 with a 6-year maturity, 2 years grace period and an
interest rate of Euribor + 4.25%. Principal andinterest is payable
quarterly in January, April, July and November of each year. Under
this loan agreement, in theevent of default, all shares of Port of
Adria (12,040,993 Shares having 0.5026 EUR nominal value per each
and30,683,933 Shares having 1.1485 EUR nominal value per each) are
pledged to the bank in accordance with a share pledgeagreement. In
compliance with this agreement, the Company is also guarantor of
Port of Adria, and as per theagreement, the Company has to comply
with the consolidated leverage ratio of 5.0 to 1. vi. Nassau Cruise
Port has issued an unsecured bond with a total nominal value of USD
133.3 million pursuantto the Bond Subscription Agreement dated 29
June 2020. The unsecured bonds have been sold to
institutionalinvestors at par across two tranches in local currency
Bahamian Dollar and US-Dollar, which are pari-passu to eachother,
and with a fixed coupon of 8.0% across both tranches payable
semi-annually starting 30 June 2021. Finalmaturity of the bond is
30 June 2040, and principal repayments will occur in ten equal,
annual instalments,beginning in June 2031 and each year afterwards
until final maturity.
Nassau Cruise Port has issued three additional tranches of
unsecured notes with a total nominal value of USD 110 million
pursuant to note purchase agreements dated 24 June 2021, 29
September 2021 and 22 November 2021. Notes have a fixed coupon of
5.29%, 5.42% and 7.50% respectively, payable semi-annually starting
31 December 2021. Final maturity of the notes is 31 December 2040
(amortising), 31 December 2031 (bullet repayment) and 31 December
2029, respectively.
The bonds and the notes are general obligations of Nassau Cruise
Port and not secured by any specific collateral or guarantee. No
other entity of the Group has provided any security or guarantee
with respect to the Nassau Cruise Port bond and notes. The bonds
and the notes contain a covenant that Nassau Cruise Port must
maintain a minimum debt service coverage ratio of 1.30x prior to
the distribution of any dividends to shareholders. vii. On 26
September 2019, GPH Antigua entered into a syndicated loan with 6
years maturity and 2 years Graceperiod. Repayment is being made
quarterly starting from 31 December 2022, at a principal rate of
2.0835%. Theremaining amount (58.33%) will be paid in September
2027. The syndicated loan is subject to a number of financialratios
and restrictions, breach of which could lead to early repayment
being requested. The agreement includesterms about certain
limitations on dividends payments, new investments, a change in the
control of the companies,change of the business, new loans and
disposal of assets. viii. Shortly before the end of the Reporting
Period, GPH, through a 100% owned SPV in Malta, issued EUR
18.1million of unsecured bonds due 2030 with a fixed coupon of
6.25% per annum. These bonds are guaranteed by GPH, andthe proceeds
will be used to partially finance GPH's investment plans for recent
cruise port acquisitions inEurope.
Reconciliation of movements of liabilities to cash flows arising
from financing activities
USD'000 Liabilities Equity
Loans and Borrowings Leases Retained earnings NCI Total
Balance at 1 April 2022 531,569 67,019 (48,192) 88,263 638,659
Changes from financing cash flows
Proceeds from loans and borrowings 117,939 -- -- -- 117,939
Repayment of borrowings / leases (42,915) (3,085) -- -- (46,000)
Total changes from financing cash flows 75,024 (3,085) -- -- 71,939
The effect of changes in foreign exchange rates 1,056 (381) (93) (1,313) (731)
Other changes
Liability-related
Disposal -- (39) -- -- (39)
Interest expense 34,739 3,756 -- -- 38,495
Interest paid (30,202) (2,187) -- -- (32,389)
Total liability-related other changes (1,976) (2,852) -- -- (4,828)
Total equity-related other changes -- -- (24,998) 14,490 (10,508)
Balance at 31 March 2023 610,210 62,231 (73,283) 101,440 700,598
USD'000 Liabilities Equity
Loans and Borrowings Leases Retained earnings NCI Total
Balance at 1 April 2021 483,016 65,918 (12,151) 74,822 611,605
Changes from financing cash flows
Proceeds from loans and borrowings 340,473 4,298 -- -- 344,771
Repayment of borrowings / leases (278,329) (2,612) -- -- (280,941)
Total changes from financing cash flows 62,144 1,686 -- -- 63,830
The effect of changes in foreign exchange rates 5,837 (1,260) (49) (3,143) 1,385
Other changes
Liability-related
Disposal -- 1,761 -- -- 1,761
Interest expense 21,674 3,932 -- -- 25,606
Interest paid (31,362) (2,330) -- -- (33,692)
Total liability-related other changes (9,740) (2,688) -- -- (12,428)
Total equity-related other changes -- -- (35,992) 16,584 (19,408)
Balance at 31 March 2022 531,569 67,019 (48,192) 88,263 638,659
14 Earnings / (Loss) per share
The Group presents basic earnings per share ("basic EPS") data
for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares outstanding
during the period, less own shares acquired.
The Group has share-based payments as part of its long-term
incentive plan to directors and senior management. The shares to be
granted to the participants of the scheme are only considered as
potential shares when the market vesting conditions are satisfied
at the reporting date. None of the market conditions are satisfied
at the reporting date and therefore there is no dilution of the
earnings per share or adjusted earnings per share (please refer to
the glossary of APMs). There are no other transactions that can
result in dilution of the earnings per share or adjusted earnings
per share (please refer to the glossary of APMs).
Earnings per share is calculated by dividing the profit/(loss)
attributable to ordinary shareholders, by the weighted average
number of shares outstanding.
2023 2022
Profit/(loss) attributable to owners of the Company (USD'000) (24,998) (35,992)
Weighted average number of shares 62,826,963 62,826,963
Basic (loss) per share with par value of GBP 0.01 (cents per share) (39.8) (57.3)
15 Commitments and contingencies a. Litigation
There are pending lawsuits that have been filed against or by
the Group. Management of the Group assesses the possible results
and financial effects of these lawsuits at the end of each period
and as a result of these assessments, the required provisions are
recognised for the possible expenses and liabilities. The total
provision amount that has been recognised as at 31 March 2023 is
USD 351 thousand (31 March 2022: USD 678 thousand).
The information related to the significant lawsuits that the
Group is directly or indirectly a party to, is outlined below:
The Port of Adria-Bar (Montenegro) is a party to the disputes
arising from the collective labour agreement executed with the
union by Luka Bar AD (former employer/company), which was
applicable to Luka Bar AD employees transferred to Port of
Adria-Bar. The collective labour agreement has expired in 2010,
before the Port was acquired by the Group under the name of Port of
Adria-Bar. However, a number of lawsuits have been brought in
connection to this collective labour agreement seeking (i) unpaid
wages for periods before the handover of the Port to the Group, and
(ii) alleged underpaid wages as of the start of 2014. On March
2017, the Supreme Court of Montenegro adopted a Standpoint in which
it is ruled that collective labour agreement cannot be applied on
rights, duties and responsibilities for employees of Port of
Adria-Bar after September 30th, 2010. Although the Standpoint has
established a precedent that has applied to the claims for the
period after September 30th, 2010; there are various cases pending
for claims related to the period of October 1st, 2009 - September
30th, 2010. In respect of the foregoing period of one year, the
Port of Adria-Bar has applied to the Constitutional Court to
question the alignment of the collective labour agreement with the
Constitution, Labor Law and general collective agreement. The Port
of Adria-Bar is notified that the application for initiating the
procedure for reviewing the legality of the Collective Agreement
has been rejected due to a procedural reason, without evaluating
the arguments submitted. On May 17, 2021, the Supreme Court
dismissed Port of Adria's case and confirmed and accepted the
applicability of the conflicting articles of the collective
bargaining agreement in terms of employees' lawsuits for
employees.
As of 31 March 2023, the Group has allocated a provision expense
of USD 333 thousand for this lawsuit in its consolidated financial
statements (31 March 2022: USD 655 thousand). b. Guarantees
As at 31 March 2023 and 31 March 2022, the letters of guarantee
given comprised the following:
2023 2022
Letters of guarantee
(USD '000) (USD '000)
Given to seller for the call option on APVS shares (*) 4,783 4,902
Given to Privatisation Administration / Port Authority (**) 12,919 2,637
Other governmental authorities 1,009 1,033
Others 155 88
Total letters of guarantee 18,866 8,660
(*) Venetto Sviluppo ("VS"), the 51% shareholder of APVS, which
in turn owns a 53% stake in Venezia Terminal Passegeri S.p.A (VTP),
has a put option to sell its shares in APVS partially or completely
(up to 51%) to Venezia Investimenti (VI). This option originally
could have been exercised between 15 May 2017 and 15 November 2018,
but has been extended until the end of November 2023. If VS
exercises the put option completely, VI will own 99% of APVS and
accordingly 71.51% of VTP. The Group has given a guarantee letter
for its portion of 25% to VS, which serves as a security of the
full amount of the put option mentioned above.
(**) The increase is related to a guarantee letter given to Port
Authority in an expansion project amounting USD 10 million. c.
Contractual obligations
Ege Liman
The details of the TOORA ("Transfer of Operational Rights
Agreement") dated 2 July 2003, executed by and between Ege Liman
and OIB together with TDI are stated below:
The agreement allows Ege Liman to operate Ege Ports-Kusadasi for
a term of 30 years for a total consideration of USD 24.3 million
which has already been paid. Ege Liman's operation rights extend to
port facilities, infrastructure and facilities which are either
owned by the State or were used by TDI for operating the port, as
well as the duty-free stores leased by the TDI. Ege Liman is
entitled to construct and operate new stores in the port area with
the written consent of the TDI.
Ege Liman is able to determine tariffs for Ege Ports- Kusadasi's
port services at its own discretion without TDI's approval (apart
from the tariffs for services provided to Turkish military
ships).
The TOORA requires that the foreign ownership or voting rights
in Ege Liman do not exceed 49%. Pursuant to the terms of the TOORA,
the TDI is entitled to hold one share in Ege Liman and to nominate
one of Ege Ports - Kusadasi's board members. Global Liman appoints
the remaining board members and otherwise controls all operational
decisions associated with the port. Ege Ports-Kusadasi does not
have the right to transfer its operating rights to a third
party.
Ege Liman is liable for the maintenance of the port together
with keeping the port equipment in good repair and in operating
condition throughout its operating right period. After the expiry
of the contractual period, the real estate and the integral parts
shall be surrendered to the Government in a specific condition,
while the movable properties stay with Ege Liman.
Group has agreed with Turkish authorities to extend Ege Liman's
concession agreement for an additional 19 years. Pls refer to Note
19 for details of extension.
Bodrum Liman
The details of the BOT Agreement dated 23 June 2004, executed by
and between Bodrum Liman and the DLH are stated below:
Bodrum Liman had to construct the Bodrum Cruise Port in a period
of 1 year and 4 months following the delivery of the land and
thereafter, will operate the Bodrum Cruise Port for 12 years. The
final acceptance of the construction was performed on 4 December
2007, and thus the operation period has commenced.
Bodrum Liman also executed an extension on prior Concession
Agreement with the General Directorate of National Property on 15
November 2018 ("Bodrum Port Concession Agreement"). The BOT
Agreement is attached to the Bodrum Port Concession Agreement and
Bodrum Liman is entitled to use the Bodrum Cruise Port under these
agreements for an extended period of 49 years starting from 31
December 2019. The BOT Agreement permits Bodrum Liman to determine
tariffs for Bodrum Cruise Port's port services at its own
discretion, provided that it complies with applicable legislation,
such as applicable maritime laws and competition laws.
Bodrum Liman (continued)
Bodrum Liman is required to pay the Directorate General for
Infrastructure Investments a land utilisation fee. This fee
increases by Turkish Consumer Price index each year. With the
extension signed, this fee will be revised yearly as per the
agreement between the Company and Directorate General.
Bodrum Liman is liable for the maintenance of the Port together
with the port equipment in good repair and in operating condition
throughout its operating right period. After the expiry of the
contractual period, the real estate and the integral parts of it
shall be surrendered to the Government at a specific condition,
while the movable properties stay with Bodrum Liman.
Port of Adria
The details of the TOORA Contract dated 15 November 2013,
executed by and between Global Liman and the Government of
Montenegro and AD Port of Adria-Bar are stated below:
Global Liman will be performing services such as repair,
financing, operation and maintenance in the Port of Adria for an
operational period of 30 years (terminating in 2043).
Port of Adria has an obligation to pay to the Government of
Montenegro (a) a fixed concession fee in the amount of Euro 500,000
per year; (b) a variable concession fee in the amount of Euro 5 per
twenty-foot equivalent ("TEU") (full and empty) handled over the
quay (ship-to-shore and shore-to-ship container handling), no fees
are charged for the movement of the containers; (c) a variable
concession fee in the amount of Euro 0.20 per ton of general cargo
handled over the quay (ship-to-shore and shore-to-ship general
cargo handling). However, pursuant to Montenegrin Law on
Concessions, as an aid to the investor for investing in a port of
national interest, the concession fee was set in the amount of Euro
1 for the period of three years starting from the effective date of
the TOORA Contract. Tariffs for services are regulated pursuant to
the terms of the concession agreement with the Montenegro port
authority, where the maximum rates are subject to adjustments for
inflation.
For the first three years of the agreement, Port of Adria had to
implement certain investment and social programmes outlined in the
agreement and had to commit Euro 13.6 million towards capital
expenditure during that period. This included launching and
investing Euro 6.5 million in certain social programmes at Port of
Adria Bar such as retrenching employees, the establishment of a
successful management trainee programme, and subsidising employees
to attend training and acquire additional qualifications, as well
as the provision of English lessons to employees. All the relevant
investment requirements already performed by Port of Adria at the
end of 2016.
Port of Adria is liable for the maintenance of the Port of Adria
together with the port equipment in good repair and in operating
condition throughout its operating right period. After the expiry
of the contractual period, the real estate and the integral parts
of it shall be surrendered to the Government of Montenegro at a
specific condition, while the movable properties stay with Port of
Adria.
Barcelona Cruise Port
The details of the TOORA Contract dated 29 July 1999, executed
by and between Creuers del Port de Barcelona and the Barcelona Port
authority are stated below:
Creuers del Port de Barcelona, S.A. ("Creuers") will be
performing the management of port services related to the traffic
of tourist cruises at the Port of Barcelona, as well as the
development of commercial complementary activities corresponding to
a seaport, in Adossat Wharf in Barcelona for an operational period
of 27 years. The port operation rights for Adossat Wharf (comprised
of Terminals A and B) terminates in 2030. The Port concession
period can be extended automatically for three years provided that
(i) Creuers has complied with all the obligations set forth in the
Port Concession; and (ii) Creuers remains rendering port services
on tourist cruises until the expiry of the extended term.
Therefore, the concession the concession period is considered to be
30 years.
Creuers is liable for the maintenance of Adossat Wharf Terminals
A and B, as well as ensuring that port equipment is maintained in
good repair and in operating condition throughout its concession
period. For the detailed maintenance and investment requirements,
as set out in the concession agreement, a replacement provision has
been provided in the financials of the Company. After the expiry of
the contractual period, the real estate and the integral parts of
it shall be surrendered to the Barcelona Port Authority.
Barcelona Cruise Port (continued)
The concession is subject to an annual payment, which consists
of the following fees: (i) a fee for the occupancy of the public
land at the port, (ii) a fee for the operation of public land for
commercial activities, and (iii) a general service fee.
The details of the TOORA Contract dated 26 July 2003, executed
by and between Creuers and the Barcelona Port authority are stated
below:
Creuers will be performing the management of port services
related to the traffic of tourist cruises at the Port of Barcelona,
as well as the development of commercial complementary activities
corresponding to a seaport, in WTC Wharf in Barcelona for an
operational period of 27 years. The port operation rights for the
World Trade Centre Wharf (comprised of Terminals N and S) terminate
in 2027. However, the Port concession period can be extended
automatically for three years provided that (i) Creuers has
complied with all the obligations set forth in the Port Concession;
and (ii) Creuers remains rendering port services on tourist cruises
until the expiry of the extended term. Therefore, the concession
period is considered as 30 years. Creuers is liable for the
maintenance of Adossat Wharf Terminals N and S together with
keeping the port equipment in good repair and in operating
condition throughout its operating right period. After the expiry
of the contractual period, the real estate and the integral parts
of it shall be surrendered to the Barcelona Port Authority.
Malaga Cruise Port
The details of the TOORA Contract dated 9 July 2008, executed by
and between Cruceros Malaga and the Malaga Port authority are
stated below:
Cruceros Málaga, S.A. obtained an administrative concession to
occupy the Levante Terminal of the Malaga Port and its
exploitation, for a 30-year period, terminating in 2038. The
concession term can be extended for up to fifteen years, in two
terms of 10 and 5 additional years (extending the total concession
period to 45 years), due to an amendment to the Malaga Levante
Agreement approved by the Malaga Port Authority in its resolution
dated 28 October 2009. These extensions require (i) the approval by
the Malaga Port Authority and (ii) Cruceros Malaga to comply with
all of the obligations set forth in the concession. Cruceros will
perform passenger services, terminal usage and luggage services, as
well as undertake general maintenance of the Levante Terminal.
Cruceros is responsible for ensuring that the port equipment is
maintained in good repair and operating condition throughout the
concession term.
The concession is subject to an annual payment, which consists
of the following fees: (i) a fee for the occupancy of the public
land at the port, and (ii) a fee for the operation of public land
for commercial activities.
The details of the TOORA Contract dated 11 December 2011,
executed by and between Cruceros Malaga and the Malaga Port
authority, are stated below:
Cruceros Málaga, S.A. obtained an administrative concession to
occupy El Palmeral Terminal of the Malaga Port and its
exploitation, for a 30-year period, terminating in 2042. Cruceros
will perform passenger services, terminal usage and luggage
services, as well as undertake general maintenance of the El
Palmeral Terminal. Cruceros is responsible for ensuring that the
port equipment is maintained in good repair and operating condition
throughout the concession term.
The concession is subject to an annual payment, which was Euro
173 thousand in 2022, which consisted of the following fees: (i) a
fee for the occupancy of the public land at the port, and (ii) a
fee for the operation of public land for commercial activities.
Valletta Cruise Port
On 22 November 2001, VCP signed a deed with the Government of
Malta by virtue of which the Government granted a 65-year
concession over the buildings and lands situated in Floriana, which
has an area of 46,197 square metres ("sqm"). VCP will perform the
operation and management of a cruise liner passenger terminal and
an international ferry passenger terminal together with
complementary leisure facilities. The area transferred is used as
follows: retail 6,854sqm, office 4,833sqm, terminal 21,145sqm and
potential buildings 13,365sqm.
A ground rent is payable by Valletta Cruise Port to the
Government of Malta. At the end of each 12 month period, VCP is
required pay to the Government of Malta (a) 15% of all revenue
deriving from the letting of any buildings or facilities on the
concession site for that 12-month period, and (b) 10% of revenue
deriving from passenger and cruise liner operations, subject to the
deduction of direct costs and services from the revenue upon which
10% fee is payable.
Catania Cruise Terminal
On 18 October 2011, Catania Cruise Terminal SRL ("CCT") signed a
deed with the Catania Port Authority by virtue of which the Port
Authority granted a 15-year concession over the passenger terminal
area situated on Catania City Center. CCT will perform the
operation and management of a cruise passenger terminal in the
area.
A fixed rent is payable by CCT to the Port Authority in the sum
of Euro 135,000 for each year during the concession period.
Cagliari Cruise Terminal
On 14 January 2013, Cagliari Cruise Port S.r.l ("CCP") signed a
deed with the Cagliari Port Authority by virtue of which the Port
Authority granted a 15-year concession over the passenger terminal
area situated within Cagliari Port. CCT will perform operation and
management of a cruise passenger terminal in the area.
A fixed rent is payable by CCP to the Port Authority in the sum
of Euro 44 thousand for each year during the concession period.
Taranto Cruise Port
On 5 May 2021, Taranto Cruise Port Srl ("TCP") signed a deed
with the Port of Taranto Authority by virtue of which the Port
Authority granted a 20-year concession over the passenger terminal
area situated within Taranto Port. TCP will perform the operation
and management of a cruise passenger terminal in the area.
A fixed rent is payable by TCP to the Port Authority Euro 12,000
for each year starting from first year of concession period,
increasing yearly basis up to Euro 52,000 until the end of the
concession period.
Nassau Cruise Port
On 28 August 2019, Nassau Cruise Port Ltd ("NCP") signed a port
operation and lease agreement ("POLA") with the Government of The
Bahamas by virtue of which the Government of The Bahamas granted a
25-year concession over the passenger terminal area situated within
Nassau Cruise Port. The 25-year period will start from the
completion of the redevelopment project. Effective from 9 October
2019, NCP manages and operates Nassau Cruise Port at Prince George
Wharf, Nassau, The Bahamas. NCP will invest an amount of USD 250
million in expanding the capacity of the port. The investment
amount also includes ancillary contributions made to the local
community to increase the wealth of people of Bahamas. These
payments will be made partly as grants and partly as interest free
loans.
Pursuant to the POLA, a variable fee payment based on the number
of passengers is made to the Government of The Bahamas starting
from 9 October 2019. Until the redevelopment project is completed,
a minimum fixed fee will be payable to the Government of The
Bahamas amounting to USD 2 million. The minimum variable fee will
be increased to USD 2.5 million from construction end date until
the end of concession per annum.
Antigua Cruise Port
On 31 January 2019, GPH (Antigua) Ltd signed a concession
agreement with the Government of Antigua and Barbuda and Antigua
and Barbuda Port Authority by virtue of which it is granted a
30-year concession over the passenger terminal area situated within
Antigua Cruise Port. Effective from 23 October 2019, GPH (Antigua)
Ltd has assumed the operation and management of the cruise port in
St John's, Antigua and Barbuda.
As part of its obligations under the concession agreement, GPH
(Antigua) Ltd. Has repaid the existing bond of USD 21 million and
invested an additional of USD 22 million to complete the new pier
and dredging works to accommodate the largest cruise ships in the
world. All such investments have been partially financed through
non-recourse project finance and the Group's cash equity
contribution of 27.5% at financial close. A variable fee payment
based on the number of passengers will be made to the contracting
authority with a minimum fee guarantee. From the 21st year of the
concession, GPH (Antigua) Ltd. Will pay a share of its annual
revenue to the contracting authorities.
Kalundborg Cruise Port
On 15 October 2021, GPH (Kalundborg) ApS ("GPH Kal") signed a
deed with the Port Authority of Kalundborg by virtue of which the
Port Authority granted a 20-year concession to manage cruise
services in Kalundborg Port. As part of its obligations under the
concession agreement, GPH Kal will invest up to EUR6m by the end of
2025 into a purpose-built cruise terminal. GPH Kal has taken over
cruise port operations on 15 February 2022.
A fixed rent is payable by GPH Kal to the Port Authority of DKK
375 thousand (USD 54 thousand) for the first year of concession
period, which will grow in steps to DKK 500 thousand (73 thousand)
by third year of concession and by Denmark CPA index yearly basis
until end of concession.
GP Tarragona
On 31 March 2022, the Tarragona Port Authority ("Port
Authority") has awarded Global Ports Holding a 12-year concession,
with a 6-year extension option, to manage the services for cruise
passengers in Tarragona, Spain. Cruise operations were taken over
by GPH starting 1st April 2022.
Under the terms of the agreement, GPH will invest up to EUR5.5m
into building a modular cruise terminal, which will utilise solar
power to ensure the sustainable provision of the terminal's energy
needs.
The concession is subject to an annual payment, which was Euro
43 thousand in 2022, which consisted of the following fees: (i) a
fee for the occupancy of the public land at the port, and (ii) a
fee for the operation of public land for commercial activities.
GP Canary Islands
On 11 July 2022, Global Ports Canary Islands S.L. ("GPCI"), an
80:20 joint venture between GPH and Sepcan S.L., has agreed on the
terms for a 40-year concession agreement to operate Las Palmas de
Gran Canaria Cruise Port, Canary Islands, Spain. On 30 September
2022, Global Ports Canary Islands has been awarded for 20-year
concessions for the port of Arrecife (Lanzarote) and Puerto del
Rosario (Fuerteventura). Cruise operations were taken over by GPH
starting from 1st October 2022.
Under the terms of agreement, GPCI will invest approximately
EUR42 million into constructing a new cruise terminal in Las Palmas
and modular terminal facilities in Marmoles pier in Arrecife and
Puerto del Rosario in Fuerteventura. The debt financing for this
project is expected to be secured by local banks, and GPH is in
advanced discussion regarding the financing. The debt metrics are
expected to align with the Group's historical precedents.
The concession is subject to an annual payment, which is 158
thousand for the calendar year 2023, and will increase to Euro 273
thousand after expected completion of construction in 2025, which
will consist of the following fees: (i) a fee for the occupancy of
the public land at the port, and (ii) a fee for the operation of
public land for commercial activities.
GP Alicante
On 9 March 2023, GP Alicante, an 80:20 joint venture between GPH
and Sepcan S.L., has signed a 15-year cruise port concession for
Alicante Cruise Port, Spain. Cruise operations were taken over by
GPH starting from 26 March 2023.
Under the terms of agreement, GP Alicante will invest
approximately EUR2 million into refurbishing and modernising the
cruise terminal.
The concession is subject to an annual payment, which is 73
thousand for the calendar year 2023, and will increase to Euro 101
thousand during the calendar year 2025, which will consist of the
following fees: (i) a fee for the occupancy of the public land at
the port, and (ii) a fee for the operation of public land for
commercial activities.
16 Leases
Lease as lessee (IFRS 16)
The Group has entered into various operating lease agreements.
In the periods presented, the Group's main operating lease
arrangements as lessee are the port rent agreements of Valletta
Cruise Port until 2066, Port of Adria until 2043, Creuers until
2033, Cruceros until 2043, Cagliari Cruise Port until 2026, Taranto
Cruise Port until 2039, Zadar Cruise Port until 2039, Antigua
Cruise Port until 2049,Bodrum Liman until 2067 and Kalundborg until
2033. Part of the concession agreements of Creuers and Cruceros
relate to the occupancy of the public land at the port and the
operation of public land for commercial activities, which are out
of scope of IFRIC 12, and have been accounted for under IFRS 16 -
Leases.
The Company has a leasing agreement to rent its office at third
floor offices at 34 Brook Street London. This lease has no purchase
options or escalation clauses.
Right of use assets
Right-of-use assets related to leased properties that do not
meet the definition of investment property are presented
separately.
As at As at
31 March 2023 31 March 2022
(USD '000) (USD '000)
Balance at the beginning of the year 83,461 87,469
Corrections to Right of Use assets (*) (1,704) 1,851
Depreciation charge for the year (3,292) (3,536)
Currency translation differences (1,057) (2,323)
Balance at year-end 77,408 83,461
The Company has adjusted its right of use asset for Port of
Adria due to a change in payment plan. Per discussions with the
Government Authority, the Company has restructured its yearly fixed
concession fee and the interest rate used for discounting has also
changed, resulting in a decrease in Right of Use assets of the
Group.
Amounts recognized in profit or loss
As at As at
31 March 2023 31 March 2022
(USD'000) (USD '000)
Interest on lease liabilities (1,765) (1,558)
Expenses relating to short-term leases -- --
Amounts recognized in statement of cash flows
As at As at
31 March 2023 31 March 2022
(USD'000) (USD '000)
Total cash outflow for leases (3,085) (2,612)
Extension options
All concession agreements contain extension options exercisable
by the Group. These options are exercisable with the submission of
the extension request by the Group before expiry of current
concession agreements. Extendable rights vary based on the country
regulations, and current concession period. Extension options are
evaluated by management on a contract basis, and the decision is
based on the Port's performance, and possible extension period.
Extension options in concession agreements are being provided for
the continuation of the port's operations. The extension options
held are exercisable only by the Group and in some agreements
subject to approval of the grantor. Accordingly, the Group includes
only existing signed contract periods for the concession life.
The Group has estimated that the potential future lease
payments, should it exercise all extension options, would result in
an increase in lease liability of USD 3,286 thousand (2022: USD
2,957 thousand).
Lease as lessor
The Group's main operating lease arrangements as lessor are
various shopping centre rent agreements of Ege Port, Bodrum Cruise
Port, Valletta Cruise Port, Barcelona Cruise Port, Malaga Cruise
Port, Zadar Cruise Port, and Antigua Cruise Port. All leases are
classified as operating leases from a lessor perspective.
The following table sets out a maturity analysis of lease
receivables, showing the payments to be received after the
reporting date.
As at As at
31 March 2023 31 March 2022
(USD '000) (USD '000)
Less than one year 2,811 6,510
One to two years 920 1,462
Two to three years 307 1,281
Three to four years 186 872
Four to five years 122 529
More than five years -- 8
Total 4,346 10,662
During the year ended 31 March 2023, USD 10,407 thousand (31
March 2022: USD 4,687 thousand) was recognised as rental income in
the consolidated income statement and other comprehensive
income.
17 Investment Property
Reconciliation of carrying amount
As at As at
31 March 2023 31 March 2022
(USD '000) (USD '000)
Balance at the beginning of the year 2,038 2,198
Depreciation charge for the year (43) (48)
Currency translation differences (51) (112)
Balance at the end of the year 1,944 2,038
Investment property comprises Valletta Cruise Port's commercial
property that is leased to third parties. Further information about
these leases is included in Note 16.
18 Related parties
The related parties of the Group which are disclosed in this note comprised the following:
Related parties Relationship
Mehmet Kutman Chairman and ultimate controlling party
Aysegül Bensel Shareholder of Ultimate parent company
Global Yatirim Holding ("GIH") Ultimate parent company
Global Ports Holding BV Parent company
Global Sigorta Aracilik Hizmetleri A.S. ("Global Sigorta") Ultimate parent company's subsidiary
Global Menkul Degerler A.S. ("Global Menkul") Ultimate parent company's subsidiary
Adonia Shipping Ultimate parent company's subsidiary
Naturel Gaz Ultimate parent company's subsidiary
Straton Maden Ultimate parent company's subsidiary
Goulette Cruise Holding Joint-Venture
LCT - Lisbon Cruise Terminals, LDA ("LCT") Equity accounted investee
The Company suspended its pursuit of a Premium Listing on the
London Stock Exchange and agreed to terminate the Relationship Deed
with GIH on 13 July 2020. These decisions were taken in order to
strengthen the Company's ability to respond to challenges created
by the ongoing Covid-19 disruption to the global travel sector and
the economies in which the Group operates, and provide additional
options and flexibility for intercompany support by ultimate parent
company.
All related party transactions between the Company and its
subsidiaries have been eliminated on consolidation and are
therefore not disclosed in this note.
Due from related parties
As at 31 March 2023 and 31 March 2022, current receivables from
related parties comprised the following:
2023 2022
Current receivables from related parties
(USD '000) (USD '000)
Global Yatirim Holding -- 338
Adonia Shipping (*) 11 10
Straton Maden (*) 64 64
Global Menkul -- 44
LCT 21 21
Other Global Yatirim Holding Subsidiaries 239 584
Total 335 1,061
Non-current receivables from related parties
Goulette Cruise Holding (**) 9,553 8,846
9,553 8,846
(*) These amounts are related with the work advances paid
related with the services taken on utilities by Group Companies.
The charged interest rate is 11.75% as at 31 March 2023 (31 March
2022: 45.75%).
(**) The Company is financing its Joint venture for the payment
of La Goulette Shipping Company's acquisition price with a maturity
of 5 years with bullet repayment at the end of term. Yearly
interest up to 8% (31 March 2022: 8%, 30 September 2021: 8%) is
accruing and paid at maturity.
Due to related parties
As at 31 March 2023 and 31 March 2022, current payables to
related parties comprised the following:
2023 2022
Current payables to related parties (USD '000) (USD '000)
Mehmet Kutman 1,395 185
Global Sigorta (*) 64 59
Global Yatirim Holding 2,756 --
Aysegül Bensel 690 222
Other Global Yatirim Holding Subsidiaries 2 20
Total 4,907 486
Global Yatirim Holding (**) 24,923 3,000
24,923 3,000
(*) These amounts are related to professional services received.
The interest rate charged is 11.75% as at 31 March 2023 (31 March
2022: 47.50%).
(**) This amount is mostly given for financing requirements of
subsidiaries and project expenses with an interest applied of 7.5%
to 9.0%.
Transactions with related parties
For the year ended 31 March 2023 and 31 March 2022, transactions
with other related parties comprised the following:
USD '000 2023 2022
Interest Interest
Other Other
received received
Global Yatirim Holding 179 47 111 --
Goulette Cruise Holding 348 -- 362 185
Total 527 47 473 185
USD '000 2023 2022
Project Interest Project Interest
Other Other
Expenses Expenses Expenses Expense
Global Yatirim Holding 4,163 1,545 54 -- 515 1
Total 4,163 1,545 54 -- 515 1
The Group signed a Consultancy agreement with Turquoise Advisory
Limited ("TAL"), which is a related party of the Group as it is
owned by the General Manager and one of the Board members of NCP,
being key management personnel. Under this contract, TAL will help
create new revenue streams for the various aspects of the project
and for NCP during the lifetime of the POLA. The price of this
contract was determined as 500 thousand USD annually.
NCP issued bonds on 10 May 2020 for the financing of its
construction works related to port development. The total value of
the bonds issued at that date amounted to USD 125 million with an
interest rate of 8% (for details see Note 13). The Yes Foundation,
a 2% minority shareholder of NCP, has bought bonds amounting to USD
1.35 million at the issuance. As at 31 March 2023 and 2022, these
bonds were still held by the YES foundation.
For the year ended 31 March 2023 and 31 March 2022, GPH has not
distributed any dividend to Global Yatirim Holding.
Transactions with key management personnel
Key management personnel comprised the members of the Board and
GPH's senior management. For the year ended 31 March 2023 and 31
March 2022, details of benefits to key management personnel
comprised the following:
2023 2022
(USD '000) (USD '000)
Salaries 2,912 2,546
Attendance fees to Board of Directors 667 338
Bonus 59 80
Termination benefits -- --
Total 3,638 2,964
19 Events after the reporting date
The Group reached an agreement with Turkish authorities to
extend its concession agreement for Ege Port, Kusadasi in May 2023.
The original concession agreement was due to expire in July 2033,
and following this extension agreement, the concession will now
expire in July 2052.
In exchange for the extension of the existing concession
agreement, Ege Port has paid an upfront concession fee of TRY 725.4
million (USD 38 million). In addition, Ege Port has committed to
invest up to a further 10% of the upfront concession fee within the
next 5 years into improving and enhancing the cruise port and
retail facilities at the port, and will pay a variable concession
fee equal to 5% of its gross revenues during the extension period
starting after July 2033.
The upfront concession fee has been funded by a capital increase
at Ege Port. This capital increase was provided by GPH only, as a
result, GPH's equity stake in Ege Port has increased to 90.5% (from
72.5%).
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Dissemination of a Regulatory Announcement that contains inside
information in accordance with the Market Abuse Regulation (MAR),
transmitted by EQS Group. The issuer is solely responsible for the
content of this announcement.
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ISIN: GB00BD2ZT390
Category Code: MSCH
TIDM: GPH
LEI Code: 213800BMNG6351VR5X06
Sequence No.: 256357
EQS News ID: 1675675
End of Announcement EQS News Service
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July 10, 2023 02:01 ET (06:01 GMT)
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