DJ Interim Results 2021
Global Ports Holding PLC (GPH) Interim Results 2021 31-Jan-2022 / 16:20 GMT/BST Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
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Global Ports Holding Plc
Interim results for the six months ended 30 September 2021
Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, today announces its financial results for the six months ended 30 September 2021.
On the 10 November 2021 GPH issued a trading update for the period from 1 April to 30 September 2021. Today's statement provides the financial statements that support this previously issued trading update.
CONTACT For investor, analyst and financial media enquiries: Investor Relations Martin Brown Telephone: +44 (0) 7947 163 687 Email: martinb@globalportsholding.com
Global Ports Holding PLC
Interim condensed consolidated financial statements
For the six months ended 30 September 2021
Contents
Responsibility Statement 3 Primary Statements Interim condensed consolidated statement of profit or loss and other comprehensive income 4 - 5 Interim condensed consolidated statement of financial position 6 Interim condensed consolidated statement of changes in equity 7 - 9 Interim condensed consolidated cash flow statement 10 Notes to the condensed financial statements 11 - 35
Responsibility Statement
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared in accordance with IAS 34 Interim FinancialReporting as adopted by the United Kingdom,
-- the interim management report includes a fair review of the information required by: a. DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important eventsthat have occurred during the first six months of the financial year and their impact on the condensed set offinancial statements; and a description of the principal risks and uncertainties for the remaining six months ofthe year; and b. DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that havetaken place in the first six months of the current financial year and that have materially affected the financialposition or performance of the entity during that period; and any changes in the related party transactionsdescribed in the last annual report that could do so.
By order of the Board,
Ercan ERGÜL
Board Member
31 January 2022
Six months ended
Six months ended 15 Months ended
30 September 2020
(USD '000) Notes 30 September 2021 31 March 2021
(Unaudited)
(Unaudited) (Audited)
(restated*)
Revenue 6 61,060 46,399 79,399
Cost of sales (67,152) (56,695) (98,090)
Gross profit (6,092) (10,296) (18,691)
Other income 1,269 815 2,878
Selling and marketing expenses (874) (524) (1,622)
Administrative expenses (7,076) (6,485) (20,211)
Impairment loss on trade receivables and contract (407) (940) (1,339)
assets
Other expenses (5,293) (3,618) (33,369)
Operating profit (18,473) (21,048) (72,354)
Finance income 7 9,523 21,268 30,047
Finance costs 7 (20,110) (28,922) (80,814)
Net finance costs (10,587) (7,654) (50,767)
Share of profit of equity-accounted investees (343) 337 465
(Loss) / Profit before tax (29,403) (28,365) (122,656)
Tax income 8 6,102 4,274 15,061
Loss from continuing operations (23,301) (24,091) (107,595)
Profit from discontinued operations 5 -- (7,061) 12,906
(Loss) / Profit for the period / year (23,301) (31,152) (94,689)
(Loss) / Profit for the period / year attributable to:
Owners of the Company (18,844) (26,277) (80,313)
Non-controlling interests (4,457) (4,875) (14,376)
(23,301) (31,152) (94,689)
* Comparative information has been re-presented due to a discontinued operation and change in financial year. See Note 2a.
The notes on pages 11 to 35 are an integral part of these condensed consolidated interim financial statements
Six months
Six months ended 15 Months
ended ended
30 September
(USD '000) Notes 30 September 2020 31 March
2021 2021
(Unaudited)
(Unaudited) (Audited)
(restated*)
Other comprehensive income
Items that will not be reclassified subsequently
to profit or loss
Remeasurement of defined benefit liability 5 (100) (117)
5 (100) (117)
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences (686) 53,240 65,014
Cash flow hedges - effective portion of changes in fair value 91 180 469
Cash flow hedges - realized amounts transferred to income statement (100) (115) (244)
Equity accounted investees - share of OCI (565) -- (872)
Losses on a hedge of a net investment (990) (36,443) (45,209)
(2,250) 16,862 19,158
Other comprehensive loss for the year, net of income tax (2,245) 16,762 19,041
Total comprehensive loss for the year (25,546) (14,390) (75,648)
Total comprehensive loss attributable to:
Owners of the Company (20,694) (13,410) (64,987)
Non-controlling interests (4,852) (980) (10,661)
(25,546) (14,390) (75,648)
Basic and diluted earnings / (loss) per share (cents per share) 14 (30.0) (41.8) (127.8)
Basic and diluted earnings / (loss) per share (cents per share) - (30.0) (30.6) (148.4)
continuing operations
* Comparative information has been re-presented due to a discontinued operation and change in financial year. See Note 2a.
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The notes on pages 11 to 35 are an integral part of these condensed consolidated interim financial statements
As at As at As at
30 September 2021 31 March 2021 30 September 2020
Notes
(USD '000) (USD '000) (USD '000)
(Unaudited) (Audited) (Unaudited)
Non-current assets
Property and equipment 127,447 126,858 145,129
Intangible assets 9 376,226 331,910 458,548
Right of Use Assets 86,356 87,469 80,774
Investment property 2,158 2,198 2,211
Goodwill 13,485 13,485 14,223
Equity-accounted investees 16,535 18,776 26,893
Due from related parties 16 8,049 8,125 7,673
Deferred tax assets 15,677 11,137 3,991
Other non-current assets 2,346 2,638 4,406
648,279 602,596 743,848
Current assets
Trade and other receivables 10 28,253 26,162 16,915
Due from related parties 16 460 324 796
Other investments 57 63 78
Other current assets 38,382 12,371 5,382
Inventory 946 903 1,545
Prepaid taxes 273 238 1,958
Cash and cash equivalents 82,616 170,599 108,854
150,987 210,660 135,528
Total assets 799,266 813,256 879,376
Current liabilities
12 61,351 295,200 80,773
Loans and borrowings
Other financial liabilities 1,176 2,925 2,124
Trade and other payables 58,066 39,236 23,227
Due to related parties 16 3,338 1,253 696
Current tax liabilities 61 157 2,038
Provisions 13 8,691 7,640 3,487
132,683 346,411 112,345
Non-current liabilities
Loans and borrowings 12 483,464 253,734 494,354
Other financial liabilities 53,753 55,249 49,895
Trade and other payables 11 12 --
Derivative financial liabilities 17 230 399 443
Deferred tax liabilities 48,212 49,323 77,951
Provisions 13 19,414 21,221 18,944
Employee benefits 482 344 848
605,566 380,282 642,435
Total liabilities 738,249 726,693 754,780
Net assets 61,017 86,563 124,596
Equity
Share capital 811 811 811
Legal reserves 6,014 6,014 11,819
Share based payment reserves 239 239 239
Hedging reserves (43,515) (41,951) (276,065)
Translation reserves 58,488 58,779 285,210
Retained earnings (30,990) (12,151) 21,067
Equity attributable to equity holders of the Company (8,953) 11,741 43,081
Non-controlling interests 69,970 74,822 81,515
Total equity 61,017 86,563 124,596
The notes on pages 11 to 35 are an integral part of these condensed consolidated interim financial statements
Share
Legal based Hedging Translation Retained Non-controlling
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves Total
Total
equity
Balance at 1 April 811 6,014 239 (41,951) 58,779 (12,151) 11,741 74,822 86,563
2021 (Audited)
Loss for the year -- -- -- -- -- (18,844) (18,844) (4,457) (23,301)
Other comprehensive
(loss) / income for -- -- -- (1,564) (291) 5 (1,850) (395) (2,245)
the year
Total comprehensive
(loss) / income for -- -- -- (1,564) (291) (18,839) (20,694) (4,852) (25,546)
the year
Transactions with
owners of the
Company
Contribution and
distributions
Dividends -- -- -- -- -- -- -- -- --
Transfer to legal -- -- -- -- -- -- -- -- --
reserves
Total contributions -- -- -- -- -- -- -- -- --
and distributions
Changes in ownership
interest
Equity injection -- -- -- -- -- -- -- -- --
Acquisition of
subsidiary with -- -- -- -- -- -- -- -- --
non-controlling
interest
Transactions with
non-controlling -- -- -- -- -- -- -- -- --
interest
Total changes in -- -- -- -- -- -- --
ownership interest
Total transactions
with owners of the -- -- -- (1,564) (291) (18,839) (20,694) (4,852) (25,546)
Company
Balance at 30
September 2021 811 6,014 239 (43,515) 58,488 (30,990) (8,953) 69,970 61,017
(Unaudited)
The notes on pages 11 to 35 are an integral part of these condensed consolidated interim financial statements
Share
Legal based Hedging Translation Retained Non-controlling
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves Total
Total
equity
Balance at 1 January 811 13,144 239 (220,029) 213,715 61,053 68,933 86,330 155,263
2020 (Audited)
Loss for the year -- -- -- -- -- (41,302) (41,302) (6,396) (47,698)
Other comprehensive
(loss) / income for -- -- -- (56,036) 71,495 (105) 15,354 2,894 18,248
the year
Total comprehensive
(loss) / income for -- -- -- (56,036) 71,495 (41,407) (25,948) (3,502) (29,450)
the year
Transactions with
owners of the
Company
Contribution and
distributions
Dividends -- -- -- -- -- -- -- (237) (237)
Transfer to legal -- (1,325) -- -- -- 1,325 -- -- --
reserves
Total contributions -- (1,325) -- -- -- 1,325 -- (237) (237)
and distributions
Changes in ownership
interest
Equity injection 4b -- -- -- -- -- -- -- 326 326
Acquisition of
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subsidiary with -- -- -- -- -- -- -- 399 399 non-controlling interest Transactions with non-controlling 4a -- -- -- -- -- 96 96 (1,801) (1,705) interest Total changes in -- -- -- -- -- 96 96 (1,076) (980) ownership interest Total transactions with owners of the -- (1,325) -- -- -- 1,421 96 (1,313) (1,217) Company Balance at 30 September 2020 811 11,819 239 (276,065) 285,210 21,067 43,081 81,515 124,596 (Unaudited)
The notes on pages 11 to 35 are an integral part of these condensed consolidated interim financial statements
Share
Legal based Hedging Translation Retained Non-controlling Total
(USD '000) Notes Share payment reserves reserves earnings interests
capital reserves reserves equity
Total
Balance at 1 January 811 13,144 239 (220,029) 213,715 61,053 68,933 86,330 155,263
2020
(Loss) / income for -- -- -- -- -- (80,313) (80,313) (14,376) (94,689)
the year
Other comprehensive
(loss) / income for -- -- -- (45,856) 61,299 (117) 15,326 3,715 19,041
the year
Total comprehensive
(loss) / income for -- -- -- (45,856) 61,299 (80,430) (64,987) (10,661) (75,648)
the year
Transactions with
owners of the
Company
Contribution and
distributions
Transfer to legal -- (1,276) -- -- -- 1,276 -- -- --
reserves
Dividends -- -- -- -- -- -- -- (237) (237)
Total contributions -- (1,276) -- -- -- 1,276 -- (237) (237)
and distributions
Changes in ownership
interest
Equity injection 4b -- -- -- -- -- -- -- 483 483
Acquisition of
minority 4a -- -- -- -- -- 96 96 (1,801) (1,705)
shareholding
Acquisition of
subsidiary with -- -- -- -- -- -- -- 708 708
non-controlling
interest
Disposal of 5 -- (5,854) -- 223,934 (216,235) 5,854 7,699 -- 7,699
subsidiary
Total changes in -- (5,854) -- 223,934 (216,235) 5,950 7,795 (610) 7,185
ownership interest
Total transactions
with owners of the -- (7,130) -- 223,934 (216,235) 7,226 7,795 (847) 6,948
Company
Balance at 31 March 811 6,014 239 (41,951) 58,779 (12,151) 11,741 74,822 86,563
2021 (audited)
The notes on pages 11 to 35 are an integral part of these condensed consolidated interim financial statements
Six months ended 30 15 Month
Six months ended 30 September 2020 ended
September 2021
(USD '000) 31 March
Notes (USD '000) 2021
(Unaudited)
(Unaudited) (USD '000)
(*)
(Audited)
Cash flows from operating activities
Loss for the period / year (23,301) (31,152) (94,689)
Adjustments for:
Depreciation of PPE and RoU assets and 14,420 22,619 34,209
amortization expense
Impairment losses on intangible / tangible assets -- -- 3,941
Impairment losses on investments -- -- 8,410
Share of profit of equity-accounted investees, net 343 (337) (465)
of tax
Gain on sale of discontinued operation, net of tax -- -- (9,071)
Gain on disposal of property plant and equipment -- --
Finance costs (excluding foreign exchange 7 16,915 15,238 36,867
differences)
Finance income (excluding foreign exchange 7 (482) 1,068 (626)
differences)
Foreign exchange differences on finance costs and 7 (1,076) 3,408 14,526
income, net
Income tax expense (5,909) (8,282) (15,417)
Employment termination indemnity reserve 26 54 50
(Charges to) / reversal of provision (744) (114) 7,739
Operating cash flow before changes in operating 192 2,502 (14,526)
assets and liabilities
Changes in:
- trade and other receivables (2,091) 12,192 5,922
- other current assets (26,089) 824 3,480
- related party receivables 282 (1,821) (397)
- other non-current assets 293 (178) 2,508
- trade and other payables 13,736 5,515 14,386
- related party payables 2,086 (610) (65)
- provisions -- (4,336) (32)
Post-employment benefits paid (1) (27) (1,350)
Cash generated by operations before benefit and tax (11,592) 14,061 1,886
payments
Income taxes paid (173) (833) (442)
Net cash generated from operating activities (11,765) 13,228 9,484
Cash inflows from operating activities on -- -- 27,163
discontinued operations
Investing activities
Acquisition of property and equipment (3,895) (11,879) (27,913)
Acquisition of intangible assets (46,392) (44,170) (56,557)
Proceeds from sale of property and equipment 3 203 392
Disposal of discontinued operation, net of cash 5 -- -- 99,943
disposed of
Bank interest received 140 60 153
Dividends from equity accounted investees 1,647 -- 1,647
Investment in equity accounted investee -- -- (570)
Acquisition of subsidiary, net of cash acquired -- (1,109) (2,816)
Advances given for tangible assets -- 267 (9,668)
Net cash used in investing activities (48,497) (56,628) 4,611
Cash used in investing activities of discontinued -- -- (1,560)
operations
Financing activities
Equity injection by minorities to subsidiaries -- 183 482
Dividends paid to NCIs -- (237) (237)
Interest paid (30,754) (14,417) (31,545)
Proceeds from loans and borrowings 269,081 129,488 161,096
Repayments of borrowings (263,104) (19,268) (52,318)
Repayments of lease liabilities (798) (1,325) (3,922)
Net cash used in financing activities (25,575) 94,424 73,556
Cash used in financing activities of discontinued -- -- (1,167)
operations
Net (decrease) / increase in cash and cash (85,837) 51,024 112,087
equivalents
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Effect of foreign exchange rate changes on cash (2,146) 1,878 (5,268) and cash equivalents Cash and cash equivalents at beginning of year 170,599 55,952 63,780 Cash and cash equivalents at end of period 82,616 108,854 170,599
* Comparative information has not been restated for the disposal and includes the full impact of the discontinued operation; however it does reflect the change in financial year. See Note 2a.
The notes on pages 11 to 35 are an integral part of these condensed consolidated interim financial statements 1. General information
Global Ports Holding PLC is a public limited company listed on the London Stock Exchange, and incorporated in the United Kingdom and registered in England and Wales under the Companies Act 2006. The address of the registered office is 34 Brook Street 3rd Floor, London, England, W1K 5DN, United Kingdom.
These unaudited condensed interim consolidated financial statements of Global Ports Holding PLC (the "Company", and together with its subsidiaries, the "Group") for the six months ended 30 September 2021 were authorised for issue in accordance with a resolution of the directors on 31st January 2022. 2. Accounting policies a. Basis of preparation
This condensed set of consolidated financial statements included in this half-yearly financial report has been prepared in accordance with the International Accounting Standard 34 'Interim Financial Reporting', as adopted by the United Kingdom and the requirements of the Disclosure and Transparency Rules ("DTR") of the FCA in the United Kingdom as applicable to interim financial reporting.
The interim condensed financial statements represent a 'condensed set of financial statements' as referred to in the DTR issued by the FCA. The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the consolidated financial statements as at and for the year ended 31 March 2021 available on the Company website. Also, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.
Management decided to change financial year of the Group to start from April 1st (first applied to the annual financial statements 2021, which ended 31st March 2021) to eliminate periodicity of the operations. With the change in financial year, Group will present its yearly operations covering business season in Europe (from early April until late October) and business season in Americas (Early October until late March). Accordingly, comparative information in the statement of profit or loss and OCI and cash flow statement were reclassified for consistency.
The financial information contained in this report for the six months ended 30 September 2020 and 30 September 2021 is unaudited. These interim financial statements were authorized for issue by the Company's board of directors on 31st January 2022.
The comparative figures for the 15 months ended 31 March 2021 are not the company's statutory accounts for that financial year. Those accounts have been reported on by the company's auditor and delivered to the registrar of companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. b. Going concern
The Group operates 20 ports in 14 different countries and is focusing on increasing its number of Ports in different geographical locations to support its operations and diversify economic and political risks. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
Cruise Port results turned positive in second quarter of the year reaching 30% of passenger numbers realized in the same period of 2019. The recovery seen during calendar Q2-2022 (second quarter of this report) is continued in calendar Q3-2022 and into calendar year 2022. Each month more cruise ships are being added back into service. At the same time the seasons impact the business volumes with the Mediterranean region ending its season around October/November and the Caribbean main season just starting at this time. The number of ship calls has reached around 66-72% compared to 2019 and slightly in excess of 40% on a passenger basis vs. 2019, indicating 60-70% occupancy ratios on the cruise ships on average during third quarter of financial year 2022. This is in line with the announcements of the cruise lines that about 70-75% of the ships are back in service; it was announced by cruise lines that all ships will return to service by mid-2022.
2 Accounting Policies (continued)
b) Going concern (continued)
In line with this expectation, and recovery impact on number of calls, management expected passenger numbers will increase up to 50% of 2019 realizations by year-end. With this additional performance of a positive Adjusted EBITDA in Q3-2022 on top of second quarter YTD performance, management expected slightly positive consolidated Adjusted EBITDA for the calendar year 2021. This recovery is expected to increase gradually until Q2 of financial year 2023 (June to September 2022) and by Q3-2023, management expected operations to reach its normalized, pre-Covid level and the return of regular business cycle.
The directors believe that the Group is well placed to manage its financing and other business risks satisfactorily and have a reasonable expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these consolidated financial statements. They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. c. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial information, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty, except as described below, were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2021.
Impairment review of cash generating units (CGUs)
IFRS requires management to perform impairment tests annually for goodwill and, for finite lived assets, if events or changes in circumstances indicate that their carrying amounts may not be recoverable.
Impairment testing requires management to judge whether the carrying value of Assets and the associated goodwill of CGU can be supported by the net present value of future cash flows it generates. Calculating the net present value of the future cash flows requires estimates to be made in respect of highly uncertain matters including management's expectations of:
- Operational growth expectations including the forecast number of calls, passengers and container volumes,
- appropriate discount rates to reflect the risks involved
Management prepared formal forecasts for cruise port and commercial port operation for their remaining concession period, which are used to estimate their Value In Use ("VIU"). VIU calculations require subjective judgements based on a wide range of variables at a point in time including future passenger numbers or commercial volumes. Any significant decrease in variables used for value in use calculation is assessed as an impairment indicator. Due to the adverse impact of the Covid-19 pandemic on the Group's trade, an indicator of impairment has been identified for all cruise ports within the Group. For Nassau Cruise Port, the Group estimates the recoverable amount using a fair value less costs to sell method, using a level 3 valuation technique based on forecast future cash flows. If the recoverable amount of an investment is estimated to be less than its carrying amount, the carrying amount of the investment is reduced to its recoverable amount and an impairment loss is recognised in the income statement. Each port represents a separate CGU.
2 Accounting Policies (continued)
c) Critical accounting judgements and key sources of estimation uncertainty (continued)
The Group uses the budget and long-range plan as approved by the board as the basis for the discounted cash flow models. The period over which cash flows have been projected is the length of the relevant concession agreement. The concession period has been used instead of 5 years (and a terminal value) as the concession length best represents the future use of the assets within the CGU. Management forecasted a recovery in following two years for number of passengers based on past experience on issues impacted Cruise industry (Costa Concordia case, 2008 global economic crisis), the publications made by Cruise Industry stakeholders, and the cash flows for following seven years with the remaining concession term having minimal estimated growth or industry growth. The key assumptions used in the estimation of the recoverable amount are set out below.
2021 Post-tax discount rate used for Ports with Euro functional currency 4.33% - 7.64% Post-tax discount rate used for Ports with USD functional currency 7.70% - 10.54%
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Annualized growth, year 2 - year 7 "Passengers" 2.00% - 5.97%
The resulting ViU of each CGU gives a recoverable amount higher than the carrying value of Asset and associated goodwill of CGU.
Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections, could significantly affect the Group's impairment evaluation and hence reported assets and profits or losses. d. Change in / new accounting policies
The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the 15-months ended 31 March 2021. The changes in accounting policies are also expected to be reflected in the Group's consolidated financial statements as at and for the year ending 31 March 2022. e. Foreign currency
Transactions in foreign currencies are translated into the respective functional currencies of the Group entities by using the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies carried at historical cost should be retranslated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss.
The Group entities use United Stated Dollars ("USD"), Euro or Turkish Lira ("TL") as their functional currencies since these currencies represent the primary economic environment in which they operate. These currencies are used to a significant extent in, or have a significant impact on, the operations of the related Group entities and reflect the economic substance of the underlying events and circumstances relevant to these entities. Transactions and balances not already measured in the functional currency have been re-measured to the related functional currencies in accordance with the relevant provisions of IAS 21 The Effect of Changes in Foreign Exchange Rates.
For the purpose of the interim condensed consolidated financial statements, US Dollars has been chosen as the presentation currency by management to facilitate the investors' ability to evaluate the Group's performance and financial position in relation to similar companies domiciled in different jurisdictions, and to eliminate the depreciating effect of TL against hard currencies, considering all subsidiaries of the Company are earning revenues in hard currencies.
2 Accounting Policies (continued)
e) Foreign currency (continued)
Assets and liabilities of those Group entities with a different functional currency than the presentation currency of the Group are translated into the presentation currency of the Group at the rate of exchange ruling at the reporting date. The income and expenses of the Group entities are translated into the presentation currency at the average exchange rates for the period. Equity items, except for net income, are translated using their historical costs. These foreign currency differences are recognised in "other comprehensive income" ("OCI"), within equity under "translation reserves".
Below are the foreign exchange rates used by the Group for the periods shown.
As at 30 September 2021, 31 March 2021 and 30 September 2020, foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:
30 September 2021 31 March 2021 30 September 2020 TL/USD 0.1131 0.1201 0.1281 Euro/USD 1.1663 1.1739 1.1691
For the six months ended 30 September 2021, 30 September 2020 and for the 15 months period ended 31 March 2021, average foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:
Six months ended 30 September 2021 Six months ended 30 September 2020 15-months period ended 31 March
2021
TL/USD 0.1184 0.1422 0.1412
Euro/USD 1.1919 1.1367 1.1579 f. Alternative performance measures
This interim condensed set of financial statements includes certain measures to assess the financial performance of the Group's business that are termed "non-IFRS measures" because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These non-GAAP measures comprise the following.
Segmental EBITDA
Segmental EBITDA calculated as income/(loss) before tax after adding back: interest; depreciation; amortisation; unallocated expenses; and Specific adjusting items.
Management evaluates segmental performance based on Segmental EBITDA. This is done to reflect the fact that there is a variety of financing structures in place both at a port and Group-level, and the nature of the port operating right intangible assets vary by port depending on which concessions were acquired versus awarded, and which fall to be treated under IFRIC 12. As such, management considers monitoring performance in this way, using Segmental EBITDA, gives a more comparable basis for profitability between the portfolio of ports and a metric closer to net cash generation. Excluding project costs for acquisitions and one-off transactions such as project specific development expenses as well as unallocated expenses, gives a more comparable year-on-year measure of port-level trading performance.
Management is using Segmental EBITDA for evaluating each port and group-level performances on operational level. As per management's view, some specific adjusting items included on the computation of Segmental EBITDA.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
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,
Six months ended Six months ended 15 months period ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Project expenses 4,520 2,135 11,098
Employee termination expenses 85 149 228
Replacement provisions 275 245 793
Provisions / (reversal of provisions) (*) (568) 1,014 8,489
Impairment losses -- -- 11,997
Construction accounting margin (926) (801) (1,052)
Other expenses 527 480 (598)
Specific adjusting items 3,913 3,222 30,955
(*) This figure composed of expected impairment losses on receivables, provision expenses excluding vacation pay and replacement provisions and impairment losses related to assets.
Adjusted EBITDA
Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses.
Management uses an Adjusted EBITDA measure to evaluate Group's consolidated performance on an "as-is" basis with respect to the existing portfolio of ports. Notably 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 acquisition financing) do not relate to the current portfolio of ports but to future EBITDA potential. Accordingly, these expenses would distort Adjusted EBITDA which management is using to monitor the existing portfolio's performance.
A full reconciliation for Segmental EBITDA and Adjusted EBITDA to profit before tax is provided in the Segment Reporting Note 3 to these financial statements.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
Underlying Profit
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Management uses this measure to evaluate the profitability of the Group normalised to exclude the specific non-recurring expenses and income, and adjusted for the non-cash port intangibles amortisation charge, giving a measure closer to actual net cash generation, which the directors' consider a key benchmark in making the dividend decision.
Underlying Profit is calculated as profit/(loss) for the year after adding back: amortization expense in relation to Port Operation Rights, depreciation expense in relation to Right-of-use assets and specific non-recurring expenses and income.
Adjusted earnings per share
Adjusted earnings per share is calculated as underlying profit divided by weighted average 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 as explained in note 14 have been excluded.
Underlying profit and adjusted earnings per share computed as following;
Six months Six months 15-months
ended ended ended
30 September 30 September 31 March 2021
2021 2020
(USD '000)
(USD '000) (USD '000)
(Audited)
(Unaudited) (Unaudited)
Loss for the Period, net of IFRS 16 impact (23,301) (31,152) (94,689)
Impact of IFRS 16 (1,581) (1,679) (3,300)
Loss for the Period (24,882) (32,831) (97,989)
Amortisation of port operating rights / RoU asset / Investment 10,600 8,315 25,126
Property
Non-cash provisional (income) / expenses (*) 68 1,408 9,510
Impairment losses -- -- 11,997
Unhedged portion of Investment hedging on Global Liman 10,599 9,497 39,038
(Gain) / loss on foreign currency translation on equity 136 5,713 1,238
Underlying (Loss) / Profit (3,479) (7,898) (11,080)
Weighted average number of shares 62,826,963 62,826,963 62,826,963
Adjusted earnings per share (pence) (5.54) (12.57) (17.61)
(*) This figure composed of employee termination expense, replacement provision, and provisions / (reversal of provisions) under specific adjusting items.
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
Net debt
Net debt comprises total borrowings (bank loans, 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 investments are comprised of marketable securities which can be quickly converted into cash.
Net debt comprised as following:
Six months ended Six months ended 15-months ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Current loans and borrowings 61,351 80,773 295,200
Non-current loans and borrowings 483,464 494,354 253,734
Gross debt 544,815 575,127 548,934
Lease liabilities recognized due to IFRS 16 application (66,856) (66,374) (65,918)
Gross debt, net of IFRS 16 impact 477,959 508,753 483,016
Cash and bank balances (82,616) (108,854) (170,599)
Short term financial investments (57) (78) (63)
Net debt 395,286 399,821 312,354
Equity 61,017 124,596 86,563
Net debt to Equity ratio 6.48 3.21 3.61
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;
Six months ended Six months ended 15-months ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Gross debt 544,815 575,127 548,934
Lease liabilities recognised due to IFRS 16 application (66,856) (66,374) (65,918)
Gross debt, net of IFRS 16 impact 477,959 508,753 483,016
Adjusted EBITDA (annualized) (5,526) 8,725 (6,725)
Impact of IFRS 16 on EBITDA (annualized) (5,101) (4,889) (6,592)
Adjusted EBITDA, net of IFRS 16 impact (10,627) 3,836 (13,317)
Leverage ratio NA 132.6x NA
2 Accounting Policies (continued)
f) Alternative performance measures (continued)
CAPEX
CAPEX represents the recurring level of capital expenditure required by the Group excluding M&A related capital expenditure.
CAPEX computed as 'Acquisition of property and equipment' and 'Acquisition of intangible assets' per the cash flow statement.
Six months ended Six months ended 15-months ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Acquisition of property and equipment 3,895 10,045 27,913
Acquisition of intangible assets 46,392 44,170 56,557
CAPEX 50,287 54,215 84,470
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.
Six months ended Six months ended 15-months ended
30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Adjusted EBITDA (annualized) (5,526) 8,725 (6,725)
Impact of IFRS 16 on EBITDA (annualized) (5,101) (4,889) (6,592)
Adjusted EBITDA, net of IFRS 16 impact (10,627) 3,836 (13,317)
CAPEX (50,287) (54,215) (84,470)
Cash converted after CAPEX (60,914) (50,379) (97,787)
Cash conversion ratio NA NA NA
Hard currency
Management uses the term hard currency to refer to those currencies that historically have been less susceptible to exchange rate volatility. For the period ended 30 September 2021 and 2020, and for the 15 months period ended 31 March 2021, the relevant hard currencies for the Group are US Dollar, Euro and Singaporean Dollar. 3. Segment reporting a. Products and services from which reportable segments derive their revenues
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The Group operates various cruise and one commercial port, and all revenue is generated from external customers such as cruise liners, ferries, yachts, individual passengers, container ships and bulk and general cargo ships. b. Reportable segments
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision-maker, in deciding how to allocate resources and assessing performance.
The Group has identified two main segments, commercial and cruise businesses. Under each main segment, Group had presented its operations on port basis as an operating segment, as each port represents a set of activities which generates revenue and the financial information of each port is reviewed by the Group's chief operating decision-maker in deciding how to allocate resources and assess performance. Spanish Ports are aggregated due to the Group's operational structure. The Group's chief operating decision-maker is the Chief Executive Officer ("CEO"), who reviews the management reports of each port at least on a monthly basis. Following the disposal of Port Akdeniz, the only port within the commercial segment is Port Adria.
The CEO evaluates segmental performance on the basis of earnings before interest, tax, depreciation and amortisation excluding the effects of Specific adjusting items 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: - BPI ("Creuers" or "Creuers (Barcelona and Málaga)"), VCP ("Valetta Cruise Port"), Ege Liman ("EgePorts-Kusadasi"), Bodrum Liman ("Bodrum Cruise Port"), Ortadogu Liman (Cruise port operations) (sold in January2021; see note 5), Italian Ports ("Cagliari Cruise Port", "Catania Cruise Port", Ravenna Cruise Port", "TarantoCruise Port"), Nassau Cruise Port ("NCP"), Antigua Cruise Port ("GPH Antigua"), Lisbon Cruise Terminals, SATS -Creuers Cruise Services Pte. Ltd. ("Singapore Port"), Venezia Investimenti Srl. ("Venice Investment" or "VeniceCruise Port"), La Spezia Cruise Facility Srl. ("La Spezia"), Balearic Handling SLA ("Balearic"), and Shore HandlingSLA ("Shore") which fall under the Group's cruise port operations. - Port of Adria ("Port of Adria-Bar") and Ortadogu Liman (Commercial port operations) ("PortAkdeniz-Antalya") (sold in January 2021; see note 7) which both fall under the Group's commercial port operations.
The Group's reportable segments under IFRS 8 are BPI, VCP, Ege Liman, Nassau Cruise Port, Antigua Cruise Port, Port of Adria (Commercial port operations) and Ortadogu Liman (Commercial port operations).
Bodrum Cruise Port, Italian Ports, Port of Adria (Cruise Operations), Ortadogu Liman (Cruise operations), Shore, Balearic and Equity accounted investees are not exceeding the quantitative threshold, have been included in Other Cruise Ports.
Global Liman, BPI, Global BV, GP Melita, POH, GP Netherlands, Global Depolama, GP Med, GPH Americas, and GPH Bahamas do not generate any revenues and therefore is presented as unallocated to reconcile to the consolidated financial statements results.
Assets, revenue and expenses directly attributable to segments are reported under each reportable segment.
Any items which are not attributable to segments have been disclosed as unallocated.
3 Segment reporting (continued) b. Reportable segments (continued) i. Segment revenues, results and reconciliation to profit before tax
The following is an analysis of the Group's revenue, results and reconciliation to profit before tax by reportable segment:
Nassau Antigua Other Port Elimination
BPI VCP Ege Cruise Cruise Cruise Total Ortadogu of Total of Total
USD '000 Liman Port Port Ports Cruise Liman Adria Commercial Discontinued Consolidated
operations
Six months
ended 30
September 2021
(Unaudited)
Revenue 2,153 3,402 396 48,480 310 1,865 56,606 -- 4,454 4,454 -- 61,060
Segmental (281) 2,180 (124) (585) (585) (293) 312 -- 1,821 1,821 -- 2,133
EBITDA
Unallocated (2,618)
expenses
Adjusted EBITDA (485)
Reconciliation
to profit
before tax
Depreciation
and (14,420)
amortisation
expenses
Specific
adjusting (3,913)
items*
Finance income 9,523
Finance costs (20,110)
(Loss) / profit
before income (29,405)
tax
Six months
ended 30
September 2020
(Unaudited)
Revenue 245 1,208 270 40,295 135 623 42,776 16,289 3,623 19,912 (16,289) 46,399
Segmental (1,576) 587 (185) (2,342) (549) (681) (4,746) 12,004 1,144 13,148 (12,004) (3,602)
EBITDA
Unallocated (2,208)
expenses
Adjusted EBITDA (5,810)
Reconciliation
to profit
before tax
Depreciation
and (11,680)
amortisation
expenses
Specific
adjusting (3,222)
items*
Finance income 6,842
Finance costs (14,496)
(Loss) / profit
before income (28,366)
tax
15 month ended
31 March 2021
(Audited)
Revenue 1,886 4,217 905 58,746 2,781 1,546 70,081 33,465 9,318 42,783 (33,465) 79,399
Segmental (2,740) 2,054 (391) 432 627 (1,680) (1,698) 22,833 2,852 25,685 (22,833) 1,154
EBITDA
Unallocated (7,879)
expenses
Adjusted EBITDA (6,725)
Reconciliation
to profit
before tax
Depreciation
and (34,209)
amortisation
expenses
Specific
adjusting (30,955)
items*
Finance income 30,047
Finance costs (80,814)
(Loss) / profit
before income (122,656)
tax
* Please refer to Note 2 (f) for alternative performance measures (APM) on pages 14 to 18.
3 Segment reporting (continued) b. Reportable segments (continued)
The Group did not have inter-segment revenues in any of the periods shown above. ii. Segment assets and liabilities
The following is an analysis of the Group's assets and liabilities by reportable segment:
Ege Nassau Antigua Other Total Ortadogu Port of Total Total
BPI VCP Liman Cruise Cruise Cruise Cruise Liman Adria Commercial Consolidated
USD '000 Port Port Ports
30 September
2021 (Unaudited)
Segment assets 126,572 119,124 38,791 271,942 46,294 12,382 615,105 -- 64,964 64,964 680,069
Equity-accounted -- -- -- -- -- 16,535 16,535 -- -- -- 16,535
investees
Unallocated 102,659
assets
Total assets 799,263
Segment 60,015 62,209 11,648 281,583 51,652 13,459 480,566 -- 40,854 40,854 521,420
liabilities
Unallocated 216,829
liabilities
Total 738,249
liabilities
31 March 2021
(Audited)
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Segment assets 134,164 121,511 37,024 198,831 52,436 11,159 555,125 -- 67,587 67,587 622,712 Equity-accounted -- -- -- -- -- 18,776 18,776 -- -- -- 18,776 investees Unallocated 171,768 assets Total assets 813,256 Segment 63,260 64,194 7,767 206,314 54,572 11,522 407,629 -- 42,535 42,535 450,164 liabilities Unallocated 276,529 liabilities Total 726,693 liabilities 30 September 2020 (Unaudited) Segment assets 143,547 121,473 40,628 190,406 41,982 12,509 550,545 206,077 72,589 278,666 829,211 Equity-accounted -- -- -- -- -- 26,893 26,893 -- -- -- 26,893 investees Unallocated 23,272 assets Total assets 879,376 Segment 66,698 63,595 7,958 190,673 42,133 12,688 383,745 61,686 39,039 100,725 484,470 liabilities Unallocated 270,310 liabilities Total 754,780 liabilities
3 Segment reporting (continued) b. Reportable segments (continued) iii. Other segment information
The following table details other segment information:
Ege Nassau Antigua Other Total Ortadogu Port of Total Total
BPI VCP Liman Cruise Cruise Cruise Cruise Liman Adria Commercial Unallocated Consolidated
USD '000 Port Port Ports
Six months
ended 30
September
2021
(Unaudited)
Depreciation
and (6,337) (1,646) (1,401) (1,741) (1,229) (370) (12,724) -- (1,559) (1,559) (137) (14,420)
amortisation
expenses
Additions to
non-current
assets
- Capital 31 142 13 46,577 100 3,302 50,164 -- 83 83 39 50,286
expenditures
Total
additions to 31 142 13 46,577 100 3,302 50,164 -- 83 83 39 50,286
non-current
assets
Six months
ended 30
September
2020
(Unaudited)
Depreciation
and (6,014) (1,502) (1,410) 585 (592) (996) (9,929) -- (1,599) (1,599) (154) (11,682)
amortisation
expenses
Additions to
non-current
assets
- Capital 1,340 893 41 41,892 9,816 230 54,212 -- 4 4 -- 54,216
expenditures
Total
additions to 1,340 893 41 41,892 9,816 230 54,212 -- 4 4 -- 54,216
non-current
assets
15 months
ended 31
March 2021
(Audited)
Depreciation
and (15,313) (3,881) (3,511) (2,945) (1,557) (2,562) (29,769) -- (4,060) (4,060) (380) (34,209)
amortisation
expenses
Additions to
non-current
assets
- Capital 2,111 1,820 75 56,817 15,998 150 76,971 1,734 79 1,813 5,686 84,470
expenditures
Total
additions to 2,111 1,820 75 56,817 15,998 150 76,971 1,734 79 1,813 5,686 84,470
non-current
assets
3 Segment reporting (continued)
b) Reportable segments (continued) iv. Geographical information
The Port operations of the Group are managed on a worldwide basis, but operational ports and management offices are primarily in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua & Barbuda and Italy. The geographic information below analyses the Group's revenue and non-current assets by countries. In presenting the following information, segment revenue has been based on the geographic location of port operations and segment non-current assets were based on the geographic location of the assets.
Six months ended Six months ended 15 months ended
30 September 2021 30 September 2020 31 March 2021
Revenue
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Turkey 865 597 1,479
Montenegro 4,454 3,623 9,318
Malta 3,402 1,208 4,217
Spain 2,754 316 1,981
Bahamas 48,480 40,295 58,746
Antigua & Barbuda 310 135 2,781
Italy 597 80 468
Croatia 197 145 409
61,060 46,399 79,399
As at As at As at
30 September 2021 31 March 2021 30 September 2020
Non-current assets
(USD '000) (USD '000) (USD '000)
(Unaudited) (Audited) (Unaudited)
Turkey 44,260 44,518 205,694
Spain 116,659 123,714 129,094
Malta 116,736 118,985 119,897
Montenegro 63,105 65,267 70,604
Bahamas 193,625 138,376 118,022
Antigua & Barbuda 64,227 65,355 53,068
Italy 6,380 5,123 5,507
UK 8,309 8,509 8,167
Croatia 2,751 2,833 2,911
Unallocated 32,227 29,916 30,884
648,279 602,596 743,848
Non-current assets relating to deferred tax assets and financial instruments (including equity-accounted investees) are presented as unallocated.
(v) Information about major customers
IFRIC 12 construction revenue relates entirely to ongoing construction at Nassau Cruise Port. Excluding IFRIC 12 revenue, the Group did not have a single customer that accounted for more than 10% of the Group's consolidated revenue in any of the periods presented. 4. Transactions with owners of the company a. Changes in ownership interest
The Group has acquired minority shares of Malaga Port at 23 January 2020. 20% of total shares of Malaga Port owned by Malaga Port Authority acquired by Creuers. Total consideration paid for 20% shares amounted to Eur 1,540 thousand (USD 1,707 thousand). Minority interest regarding this 20% shares of Malaga Port as of 31 December 2019 was 1,853 thousand, which was reversed for finalization of acquisition accounting.
The Group has taken over all shares of Ravenna Passenger Terminal at 5 July 2020. Ravenna Passenger Terminal's equity was negative after the year end 2019 accounts. Accordingly, a raise on equity was compulsory for regulatory reasons. None of the minority shareholders accepted to inject equity to the Company, and current equity of EUR 50 thousand (USD 57 thousand) offset against retained earning losses. The Group decided to keep the company operative, so accepted to inject new equity of EUR 20 thousand (USD 23 thousand) and offset remaining losses of EUR 57 thousand (USD 64 thousand). As a result of this transaction, the Group become only shareholder of Ravenna Passenger Terminal. Minority interest provided for 46% shares of the Port as of 31 December 2019 was USD 52 thousand losses, resulting a decrease in equity attributable to owners of the company amounting to USD 50 thousand and translation reserves by USD 2 thousand. b. Contributions and distributions
The Group's subsidiary Bodrum Cruise Port, the directors decided to increase paid in capital of the Company by TRY 7,924 thousand (USD 1,208 thousand) from TRY 18,000 thousand (USD 12,726 thousand) to TRY 25,924 thousand (USD 13,933 thousand) on 26 February 2020. Minority shareholders paid USD 483 thousand (USD 326 thousand as of 30 September 2020) of total share capital increase. 5. Discontinued operation
Following a strategic review the Group has announced in July 2019 that is will focus on cruise operations and has launched a disposal process for certain assets. As a result of such disposal process, the Group has, following a period of exclusive negotiations, entered into a conditional sale and purchase agreement ("SPA") on 21 October 2020 to sell Ortadogu Antalya Liman Isletmeleri ("Port Akdeniz") to QTerminals W.L.L. ("QTerminals" or "Purchaser"), a Qatari commercial port operating company, for an enterprise value of USD 140 million. After the approval of QTerminals' application by the Competition Authority, fulfilment of all prerequisites for the sale transaction and obtaining the necessary legal approvals, the sale was completed on January 25, 2021.
As a result of the adjustments made according to the net debt position of Port Akdeniz and debt-like items, the equity value sales price was realized as USD 115,159 thousand. Q Terminals has paid USD 103,643 thousand of the total amount in cash, and the balance amounting to USD 11,516 thousand has been withheld by the Purchaser at the initial completion date and settled in the fourth calendar quarter 2021.
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Port Akdeniz is classified as a discontinued operation because it represents a separate major line of business and geographic area of operations. Port Akdeniz was not previously classified as held-for-sale or but as discontinued operation in the annual financial statements for the period ended 31 March 2021. The comparative consolidated statement of profit or loss has been restated to show the discontinued operation separately from continuing operations.
5 Discontinued operation (continued) a. Results of discontinued operation
2021 2019
Revenue 33,465 47,486
Cost of sales (31,192) (31,731)
Gross profit 2,273 15,755
Other income 1,090 1,837
Selling and marketing expenses (25) (55)
Administrative expenses (2,415) (2,141)
Other expense (2,763) (1,948)
Operating profit (1,840) 13,448
Finance income 11,830 1,283
Finance costs (11,803) (3,585)
Net finance costs 27 (2,302)
Share of profit of equity-accounted investees -- --
Results from operating activities (1,813) 11,146
Income tax benefit/ (expense) 5,648 (1,268)
Results from operating activities, net of tax 3,835 9,878
Gain on sale of discontinued operation 9,071 --
12,906 9,878
Basic and diluted earnings per share (cents per share) 20.5 15.7
The profit from the discontinued operation of USD 12,906 thousand (2019: USD 9,878 thousand) is attributable entirely to the owners of the Company. Of the loss from continuing operations of USD 84,582 thousand (2019: USD 24,509 thousand), an amount of USD 71,208 thousand is attributable to the owners of the Company (2019: USD 28,436 thousand). b. Effect of disposal on the financial position of the Group
In thousands of USD As at Closing Date Property and equipment (25,166) Intangible assets (127,719) Other long-term assets (13) Inventories (458) Trade and other receivables (1,969) Related party receivables (3,481) Cash and cash equivalents (3,700) Loans and borrowings 28,172 Trade and other payables 7,107 Provisions 2,666 Deferred tax liabilities 25,782 Current tax liabilities 390 Net assets and liabilities (98,389) Sales price 115,159 Net asset value of disposal group (98,389) Hedge accounting disposal (133,265) Disposal of translation created on consolidation 125,566 Gain on sale of discontinued operation, net of tax 9,071 Consideration received, satisfied in cash 103,643 Cash and cash equivalents disposed of (3,700) Net cash inflows 99,943 6. Revenue
The Group's operations and main revenue streams are those described in the last annual financial statements. The Group's revenue is derived mainly from cruise and commercial operations.
For the six-month period 30 September, revenue comprised the following:
other Total Port Port of Total Total
BPI VCP EP NCP ACP cruise Cruise Akdeniz Adria Commercial Consolidated
ports
(USD '000) 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Point in time
Container -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- 11,361 2,829 2,842 2,829 14,203 2,829 14,203
revenue
Landing fees 1,519 23 809 62 3 1 1,421 201 40 20 609 127 4,401 433 -- -- -- -- -- -- 4,401 433
Port service 299 56 876 227 62 39 13 2 1 -- 1,083 287 2,334 611 -- 1,377 432 85 432 1,462 2,766 2,073
revenue
Cargo revenue -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- 2,896 754 504 754 3,400 754 3,400
Domestic water 18 8 -- -- 3 8 5 62 -- -- 1 2 27 79 -- 12 113 2 113 14 140 93
sales
Income from
duty free -- -- 620 17 -- -- -- -- -- -- -- -- 620 17 -- -- -- -- -- -- 620 17
operations
Other revenue 82 10 171 138 107 101 742 (39) 48 17 113 100 1,264 327 -- 301 11 7 11 308 1,275 635
Over time
Rental income 234 148 925 764 221 121 -- -- 221 98 67 108 1,668 1,239 -- 342 307 183 307 525 1,975 1,763
Management fee -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
Construction -- -- -- -- -- -- 46,299 40,070 -- -- -- -- 46,299 40,070 -- -- -- -- -- -- 46,299 40,070
revenue
Total 2,153 245 3,402 1,208 396 270 48,480 40,295 310 135 1,873 623 56,614 42,776 -- 16,289 4,446 3,623 4,446 19,912 61,060 62,688
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:
Period ended Period ended 15 months ended
Revenue 30 September 2021 30 September 2020 31 March 2021
(USD '000) (USD '000) (USD '000)
Receivables, which are included in 'trade and other 9,480 7,245 5,129
receivables'
Contract assets 787 1,381 839
Contract liabilities (376) (1,258) (318)
9,891 7,368 5,650
The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on Commercial services provided to vessels and rental agreements. The contract assets are transferred to receivables when the rights become unconditional. This occurs when the Group issues an invoice to the customer.
The contract liabilities primarily relate to the advance consideration received from customers for providing services, for which revenue is recognised over time. These amounts will be recognised as revenue when the services has provided to customers and billed, which was based on the nature of the business less than one week period.
The amount of USD318 thousand recognised in contract liabilities at the beginning of the period has been recognised as revenue for the period ended 30 September 2021.
The amount of revenue recognised in the period ended 30 September 2021 from performance obligations satisfied (or partially satisfied) in previous periods is USD787 thousand. This is mainly due to the nature of operations.
No information is provided about remaining performance obligations at 30 September 2021 that have an original expected duration of one year or less, as allowed by IFRS 15. 7. Finance income and costs
Finance income comprised the following:
Six months ended 30 September Six months ended 30 September 15 months ended 31 March
2021 2020 2021
Finance income
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Other foreign exchange gains 4,259 21,208 29,422
(*)
Gain on refinancing of Eurobond 4,770 -- --
Interest income on related 342 6 469
parties
Interest income on banks and 3 40 54
others
Interest income from housing 6 13 30
loans
Interest income from debt 143 1 72
instruments
Total 9,523 21,268 30,047
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(*) The Group's foreign exchange gains arise mainly through its operations in Turkey, depreciation of TL against the functional currencies of these entities results in a benefit as the cost base is significantly more weighted to TL than the revenues.
The income from financial instruments within the category financial assets at amortized costs is USD 82 thousand (30 September 2020: USD 873 thousand, 31 March 2021: USD 553 thousand).
Finance costs comprised the following:
Six months ended 30 Six months ended 30 15 months ended 31
September 2021 September 2020 March 2021
Finance costs
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Interest expense on loans and 13,760 11,619 30,339
borrowings
Foreign exchange losses from Eurobond 1,942 9,302 39,038
Foreign exchange losses on loans and 898 685 1,224
borrowings
Interest expense on lease obligations 1,958 1,970 4,912
Foreign exchange losses on equity 136 2,007 1,238
translation (*)
Other foreign exchange losses 218 2,606 2,447
Loan commission expenses 671 441 933
Unwinding of discounts during the year 175 166 408
Letter of guarantee commission 10 67 17
expenses
Other interest expenses 270 50 88
Other costs 72 9 170
Total 20,110 28,922 80,814
(*) Ege Ports and Bodrum Cruise Port have functional currency of USD while their books are required to be kept as per Turkish Companies Law "VUK 213" article 215 in TL. All equity transactions are made in TL and transaction incurred during the year are being translated to USD resulting to foreign exchange differences on the profit or loss account.
The interest expense for financial liabilities not classified as fair value through profit or loss is USD 15,988 thousand (30 September 2020: USD 13,639 thousand, 31 March 2021: USD 35,251 thousand). 8. Taxation
For the six months ended 30 September 2021, 30 September 2020 and for the fifteen months ended 31 March 2021, income tax expense comprised the following:
Six months ended 30 September Six months ended 30 September 15 months ended 31 March
2021 2021 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Current income taxes (81) (369) (82)
Deferred income 6,183 4,643 15,143
taxes
Total 6,102 4,274 15,061 9. Intangible assets
A summary of the movements in the net book value of intangible assets for the 6-months, 9-months and 15-months period is as follows:
Six months ended 30 nine months ended 30 15 months ended 31
September 2021 September 2020 March 2021
(USD '000) (USD '000) (USD '000)
(Unaudited) (Unaudited) (Audited)
Net book value as at 1 January 331,910 424,618 424,618
Additions 54,214 49,942 66,127
Disposals (2) -- (670)
Transfers -- 586
Acquisition through business -- -- 1,446
combination
Discontinued operations -- -- (144,369)
Amortization (8,821) (24,927) (25,238)
Currency translation differences (1,075) 8,915 9,410
Net book value as at 30 June 376,226 458,548 331,910
The details of the principal port operation rights for the six months ended 30 September 2021, 15 months ended 31 March 2021 and nine months ended 30 September 2020 are as follows:
As at 30 September 2021 As at 31 March 2021 As at 30 September 2020
USD '000 Carrying Remaining Carrying Remaining Carrying Remaining
Amount Amortisation Period Amount Amortisation Period Amount Amortisation Period
Creuers del port de 86,766 105 months 92,442 111 months 97,144 117 months
Barcelona
Cruceros Malaga 10,454 131 months 10,838 137 months 11,420 143 months
Valletta Cruise Port 61,472 542 months 62,561 548 months 62,985 554 months
Port of Adria 15,121 267 months 15,562 273 months 19,850 279 months
Port Akdeniz -- -- -- -- 131,720 95 months
Ege Ports 9,780 138 months 10,197 144 months 10,559 150 months
Bodrum Cruise Port 2,386 558 months 2,411 564 months 2,437 570 months
Nassau Cruise Port 184,731 311 months 132,112 317 months 117,624 323 months
Cagliari Cruise Port 1,720 63 months 1,897 69 months 2,052 75 months
Catania Cruise Port 1,835 75 months 1,981 81 months 2,075 87 months
Ravenna Cruise Port -- -- -- -- 8 3 months
374,265 330,001 457,874 10. Trade and other receivables
Six months ended 30 September 15 months ended 31 March Six months ended 30 September
2021 2021 2020
(USD '000) (USD '000) (USD '000)
(Unaudited) (Audited) (Unaudited)
Trade receivables 10,267 5,968 8,626
Deposits and advances given 5,163 4,438 5,741
Other receivables 12,823 15,756 2,548
Total trade and other 28,253 26,162 16,915
receivables
Venetto Sviluppo, the 51% shareholder of APVS, which in turn owns a 53% stake in Venezia Terminal Passegeri S.p.A (VTP), has a put option to sell its shares in APVS partially or completely (up to 51%) to Venezia Investimenti (VI). This option originally can be exercised between 15th May 2017 and 15th November 2018, extended until the end of November 2023. If VS exercises the put option completely, VI will own 99% of APVS and accordingly 71.51% of VTP. The Group has given a guarantee letter for its portion of 25% in VI, which in turn has given the full amount of call option as guarantee letter to VS. 11. Capital and reserves
Dividends
Dividend distribution declarations are made by the Company in GBP and paid in USD in accordance with its articles of association, after deducting taxes and setting aside the legal reserves as discussed above.
The Board of the Company has decided to temporarily suspend the dividend for full year 2019 and 2021, until the situation related to spread of Covid-19 ("coronavirus") becomes clearer.
No dividend to non-controlling interest was paid during six-months period in 2021 (Dividends to non-controlling interests totaled USD 237 in the 6 months ended 30 September 2020 and comprised a distribution of USD 213 thousand made to other shareholders by Barcelona Port Investments no cash settlement, a distribution of USD 25 thousand made to other shareholders by Valletta Cruise Port). 12. Loans and borrowings
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Loans and borrowings comprised the following:
As at
As at As at
31 March
30 September 2021 30 September 2020
Short term loans and borrowings 2021
(USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Short term portion of bonds issued (i), (ii) 12,634 272,437 29,535
Short term bank loans 24,502 3,802 26,922
Short term portion of long-term bank loans 19,757 16,654 22,150
Lease obligations 4,458 2,307 2,166
-- Finance leases -- -- 13
-- Lease obligations recognized under IFRS 16 4,458 2,307 2,153
Total 61,351 295,200 80,773
12 Loans and borrowings (continued)
As at
As at As at
31 March
30 September 2021 30 September 2020
Long term loans and borrowings 2021
(USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Long term portion of bonds and notes issued (i), (ii) 174,109 113,734 353,946
Long term bank and other loans 242,894 76,389 76,199
Finance lease obligations 66,461 63,611 64,209
Total 483,464 253,734 494,354
(i) The sales process of the Eurobond issuances amounting to USD 250 million with 7 years of maturity, and a 8.125% coupon rate based on 8.250% reoffer yield was completed on 14 November 2014. Coupon repayment are made semi-annually. The bonds are quoted on the Irish Stock Exchange.
Eurobonds contain the following key financial covenants:
If a concession termination event occurs at any time, Global Liman (the "Issuer") must offer to repurchase all of the notes pursuant to the terms set forth in the indenture (a "Concession Termination Event Offer"). In the Concession Termination Event Offer, the Issuer will offer a "Concession Termination Event Payment" in cash equal to 100% of the aggregate principal amount of notes repurchased, in addition to accrued and unpaid interest and additional amounts, if any, on the notes repurchased, to the date of purchase (the "Concession Termination Event Payment Date"), subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.
According to the Eurobond issued by Global Liman, the consolidated leverage ratio may not exceed 5.0 to 1 (incurrence covenant). The consolidated leverage ratio as defined in the Eurobond includes Global Liman as the issuer and all of its consolidated subsidiaries excluding Nassau Cruise Port and Antigua Cruise Port (both being Unrestricted Subsidiaries as defined in the Eurobond). Irrespective of the consolidated leverage ratio, the issuer will be entitled to incur any or all of the following indebtedness:
-- Indebtedness incurred by the Issuer, Ege Ports ("Guarantor") or Ortadogu Liman ("Guarantor") pursuant toone or more credit facilities in an aggregate principal amount outstanding at any time not exceeding USD 5 million;
-- Purchase money indebtedness incurred to finance the acquisition by, the Issuer or a RestrictedSubsidiary, of assets in the ordinary course of business in an aggregate principal amount which, when addedtogether with the amount of indebtedness incurred and then outstanding, does not exceed USD 10 million; and
-- Any additional indebtedness of the Issuer or any Guarantor (other than and in addition to indebtednesspermitted above) and Port of Adria indebtedness, provided, however, that the aggregate principal amount ofIndebtedness outstanding at any time of this clause does not exceed USD 20 million; and provided further, that morethan 50% in aggregate principal amount of any Port of Adria indebtedness incurred pursuant to this clause isborrowed from the International Finance Corporation and/or the European Bank for Reconstruction and Development.
Group debt covenants are calculated based on applicable IFRSs as of the time the lease obligations were initially recognised. Therefore, the group debt covenants as at period end have not been affected from the transition to IFRS 16. Management will assess in the future for any new transactions that will be entered into, depending on the nature of them, whether debt covenants' calculations are affected.
(ii) Nassau Cruise Port has issued an unsecured bond with a total nominal volume of USD 133.3 million pursuant to the Bond Subscription Agreement dated 29 June 2020. The unsecured bonds have been sold to institutional investors at par across two tranches in local currency Bahamian Dollar and US-Dollar, which are pari-passu to each other, and with a fixed coupon of 8.0% across both tranches payable semi-annually starting 30 June 2021. Final maturity of the bond is 30 June 2040, principal repayment will occur in ten equal, annual installments, beginning in June 2031 and each year afterwards until final maturity.
12 Loans and borrowings (continued)
Nassau Cruise Port has issued two additional tranches of unsecured notes with a total nominal volume of USD 55 million pursuant to note purchase agreements dated 24 June 2021 and 29 September 2021. Notes have a fixed coupon of 5.29% and 5.42% respectively, payable semi-annually starting 31 December 2021. Final maturity of the notes is 31 December 2040 (amortising) and 31 December 2031 (bullet repayment) respectively.
The bonds and the notes are general obligation of Nassau Cruise Port and not secured by any specific collateral or guarantee. No other entity of the Group has provided any security or guarantee with respect to the Nassau Cruise Port bond and notes. The bonds and the notes contain a covenant that Nassau Cruise Port must maintain a minimum debt service coverage ratio of 1.30x prior to the distribution of any dividends to shareholders.
(iii) The Group has entered a new five-year, senior secured loan agreement for up to USD 261.3 million with the investment firm Sixth Street to refinance Eurobond. USD186.3m of this loan have been drawn for the refinancing as of the reporting date, while the remaining USD75m represent a growth financing facility which the Group can draw meeting certain requirements. Group's Eurobond (i) has been refinanced in full at the end of July 2021. Under the terms of the Facility Agreement, the Company will have the ability to select from a range of interest payment options including an all-cash interest rate, a cash interest rate of LIBOR +5.25% plus PIK rate, or a PIK only rate of LIBOR +8.5% up until December 2022. The loan repayment is repaid with a bullet payment at final maturity in year 2026. The Group, at its discretion, will not be required to make any debt service (principal or interest) until year-end 2022. As part of the financing arrangement with Sixth Street, the Company has agreed to issue warrants to Sixth Street for a subscription price equal to the nominal value per share representing 9.0% of the Company's fully-diluted share capital (subject to customary adjustments). 13. Provisions
For the period ended 30 September, the movements of the provisions as below:
Replacement Nassau Ancillary Italian Ports Unused
provisions for contribution Concession fee vacations Legal Other Total
Creuers (*) provision (**) provision (***)
Balance at 1 8,429 12,381 887 258 6,118 788 28,861
April 2021
Provisions
created 275 71 -- 37 102 90 575
through p&l
Paid in cash -- -- (166) -- (1,152) -- (1,318)
Reversal of -- -- -- -- -- -- --
provisions
Unwinding of 158 -- 16 -- -- -- 174
provisions
Currency
translation (64) -- (2) (9) (101) (11) (187)
difference
Balance at 30 8,798 12,452 735 286 4,968 867 28,105
September 2021
Non-current 8,798 6,994 593 -- 3,000 29 19,414
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Current -- 5,458 142 286 1,967 838 8,691
8,798 12,452 735 286 4,968 867 28,105
(*) As part of the concession agreement between Creuers and the Barcelona (entered in 1999 for WTC wharf and in 2003 for Adossat Wharf) and Malaga Port Authorities (entered in 2008), the Company has an obligation to maintain the port equipment in good operating condition throughout its operating period, and in addition return the port equipment to the Port Authorities in a specific condition at the end of the agreement.
(**) As part of agreement between NCP and Government of Bahamas entered in 2019, ancillary contributions will be made to local community to increase the wealth of people of Bahamas. These payments will be made as grant and partly as interest free loan. Therefore, a provision is provided for ancillary contributions based on Management's best estimate of these payments.
(***) On 16 December 2009, Ravenna Port Authority and Ravenna Passenger Terminal S.r.l. ("RTP") entered into an agreement regarding the operating concession for the Ravenna Passenger Terminal which originally terminated on 27 December 2019 but was extended to end of 2021. RTP had an obligation to pay a concession fee to the Port Authority of Euro 86,375 per year until end of concession. The expense relating to this concession agreement is recognized on a straight-line basis over the concession period, giving rise to an accrual in the earlier years.
On 13 June 2011, Catania Port Authority and Catania Cruise Terminal S.r.l. ("CCT") entered into an agreement regarding the operating concession for the Catania Passenger Terminal which terminates on 12 June 2026. CCT had an obligation to pay a concession fee to the Catania Port Authority of Euro 135,000 per year until end of concession. The expense relating to this concession agreement is recognized on a straight-line basis over the concession period, giving rise to an accrual in the earlier years. 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.
During the year, the Group introduced 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.
At a General Meeting of the Company held on 9 June 2021, certain resolutions were passed related to issuing warrants to Sixth Street, in the context of the financing package agreed with Sixth Street, representing 9.0% of the issued share capital, and these warrants have been issued in July 2021. Resolutions were also passed related to issuing further warrants to Sixth Street, pro-rata to the utilisation of the USD 75.0 million growth facility. The warrants become exercisable upon certain specific events, including the acceleration, repayment in full or termination of the loan, de-listing of GPH or a change of control. None of the exercising events are happened at the reporting date, and therefore there is no dilution of the earnings per share or adjusted earnings per share.
Earnings per share is calculated by dividing the profit attributable to ordinary shareholders, by the weighted average number of shares outstanding.
As at As at As at
30 30 September 31 March
September 2020
2021 2021
(USD '000)
(USD '000) (USD '000)
(Unaudited)
(Unaudited) (Audited)
Loss attributable to owners of the Company (18,844) (26,277) (80,313)
Weighted average number of shares 62,826,963 62,826,963 62,826,963
Basic and diluted earnings / (loss) per share with par value of GBP 0.01 (29.99) (41.82) (127.8)
(cents per share)
Loss attributable to owners of the Company (18,844) (19,217) (93,219)
Weighted average number of shares 62,826,963 62,826,963 62,826,963
Basic and diluted earnings / (loss) per share with par value of GBP 0.01 (29.99) (30.59) (148.4)
(cents per share) - continuing operations 15. Commitment and contingencies
The information related to the significant lawsuits that the Group is directly or indirectly a party to, are 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.
15 Commitment and contingencies (continued)
On 24 July 2020, the Competition Authority initiated an investigation against Ortadogu Liman, Metlog Lojistik Gemicilik Turizm A.S., and MSC Gemi Acenteligi A.S., due to an alleged breach of Article 4 and 6 of the Law on the Protection of Competition, Law No. 4054 ("Competition Law"). Port Akdeniz has engaged legal representation and submitted a full defence against all allegations on 14 September 2020. As a result of such defence, all allegations pertaining to the breach of Article 4 have been dropped by the Competition Authority, however, in the investigation report received on 2 August 2021, the Competition Authority has alleged that Ortadogu Liman has alleged that Ortadogu Liman has engaged in exclusionary abuse in breach of Article 6 of the Competition Law. Whole process before the Competition Authority may take up to an additional 6 to 12 months (excluding the possibility to file an administrative lawsuit against a negative decision of the Competition Authority).
At this stage, the claim has not matured, and it depends on the decision of the Competition Authority and based on the defence against the claims. The course of the process remains uncertain. The aforementioned investigation report refers a potential monetary fine ranging from 0.5% to 3.0% of Ortadogu Liman's annual revenue in the year prior to the final decision. At this stage, a reasonable estimation cannot be made on the liability related to potential claims, accordingly no provision is recognised.
Ortadogu Liman has been sued for a service given to a commercial ship. Following the local court's decision accepting the claims of the ship owner, Ortadogu Liman has filed an appeal against such decision. 16. Related parties
There are no changes in the related parties of these interim financial statements compared to those used in the Group's consolidated financial statements as at and for 15 months ended 31 March 2021.
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
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Current and non-current receivables from related parties comprised the following:
As at
As at As at
31 March
30 September 2021 30 September 2020
Current receivables from related parties 2021
(USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Global Yatirim Holding -- -- 227
Adonia Shipping (*) 10 6 104
Straton Maden (*) 66 66 66
Global Menkul -- 6 --
Global Ports Holding BV -- 4 4
Lisbon Cruise Terminals lda 21 22 58
Aysegül Bensel -- -- 28
Other Global Yatirim Holding Subsidiaries 363 220 309
Total 460 324 796
As at
As at As at
31 March
30 September 2021 30 September 2020
Non-current receivables from related parties 2021
(USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Goulette Cruise Holding (**) 8,049 8,125 7,673
Total 8,049 8,125 7,673
(*) These amounts are payments in advance for contracted work. These have an interest rate charged of 17.50% p.a. as at 30 September 2021 (31 March 2021: 16.75%, 30 September 2020: 15.75%).
(**) Company is financing its Joint venture for the payment of La Goulette Shipping Company acquisition price with a maturity of 5 years with bullet repayment at the end of term. Yearly interest up to 8% (31 March 2021: 8%, 30 September 2020: 4.5%) is accruing and paid at maturity.
16 Related parties (continued)
Due to related parties
Current payables to related parties comprised the following:
As at
As at As at
31 March
30 September 2021 30 September 2020
2021
Current payables to related parties (USD '000) (USD '000)
(USD '000)
(Unaudited) (Unaudited)
(Audited)
Mehmet Kutman 1,042 827 330
Global Sigorta (*) -- 154 366
Global Yatirim Holding 2,092 129 --
Aysegül Bensel 162 102 --
Other Global Yatirim Holding Subsidiaries 42 41 --
Total 3,338 1,253 696
(*) These amounts are related to professional services provided. These have an interest rate of 17.50% p.a. as at 30 September 2021 (31 March 2021: 17.50%, 30 September 2020: 15.50%).
Transactions with related parties
Transactions with other related parties comprised the following for the following periods:
Six months ended Six months ended 15 months ended
(USD '000) 30 September 2021 30 September 2020 31 March 2021
(Unaudited) (Unaudited) (Audited)
Rent Rent Rent
Other Other Other
Income Income Income
Global Yatirim Holding -- 96 58 6 265 106
Global Menkul -- 16 -- -- -- --
Total -- 112 58 6 265 106
USD '000
Project Project Project
Other Other Other
Expenses Expenses Expenses
Global Yatirim Holding 160 3 152 65 276 83
Global Menkul -- -- -- 1 -- 1
Total 160 3 152 66 276 84 17. Financial Instruments' fair value disclosures
Fair value measurements
The information set out below provides information about how the Group determines fair values of various financial assets and liabilities.
Determination of the fair value of a financial instrument is based on market values when there are two counterparties willing to sell or buy, except under the conditions of events of default forced liquidation. The Group determines the fair values based on appropriate methods and market information and uses the following assumptions: the fair values of cash and cash equivalents, other monetary assets, which are short term, trade receivables and payables and long term foreign currency loans and borrowings with variable interest rates and negligible credit risk change due to borrowings close to year end are expected to approximate to the carrying amounts.
17 Financial Instruments' fair value disclosures (continued)
Fair value measurements (continued)
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: - Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; - Level 2: Input other than quoted prices included within level 1 that are observable for the assets orliabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); - Level 3: Inputs for the asset or liability that is not based on observable market data (unobservableinputs).
Except as detailed in the following table, the directors consider the carrying amounts of the Group's financial assets and financial liabilities were approximate to their fair values.
As at 30 September 2021 As at 31 March 2021 As at 30 September 2020
Note
(Unaudited) (Audited) (Unaudited)
(USD '000) Carrying Fair Carrying Fair Carrying Fair
Financial assets
Other financial assets 57 57 63 63 78 78
Financial liabilities
Loans and borrowings 12 473,896 473,896 483,016 447,078 472,814 508,752
Lease obligations 70,919 70,919 65,918 65,918 66,375 66,375
The Group's lease obligations fair value has been obtained using the discounted cash flow model.
All loans have been included in Level 2 of the fair value hierarchy as they have been valued using quotes available for similar liabilities in the active market. The valuation technique and inputs used to determine the fair value of the loans and borrowings is based on discounted future cash flows and discount rates.
The groups Eurobond liability has been included in level 1 of the fair value hierarchy as it has been valued using quotes available on its quoted market.
The fair value of loans and borrowings has been determined in accordance with the most significant inputs being discounted cash flow analysis and discount rates.
Financial instruments at fair value
The table below analyses the valuation method of the financial instruments carried at fair value. The different levels have been defined as follows:
(USD '000)
Level 1 Level 2 Level 3 Total
As at 30 September 2021 (Unaudited) Derivative financial liabilities -- 230 -- 230
As at 31 March 2021
Derivative financial liabilities -- 399 -- 399
(Audited)
As at 30 september 2020 (Unaudited) Derivative financial liabilities -- 443 -- 443
The valuation technique and inputs used to determine the fair value of the interest rate swap is based on future cash flows estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of various counterparties. 18. Events after the reporting date
On October 15th 2021, Group has signed a 20-year lease agreement with the Port of Authority of Kalundborg to manage the cruise services in Kalundborg Port, Denmark. As part of the lease agreement, subject to certain milestones, Group will invest up to EUR6m by the end of 2025 into a purpose-built cruise terminal.
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On November 10th 2021, Global Ports Canary Islands S.L. ("GPCI"), 80% of its shares owned by the Group and 20% owned by Sepcan S.L. ("Sepcan"), following a public tender process, has been awarded to preferred bidder status by the Port Authority of Las Palmas. Sepcan is a Canary island based company providing services to the port of Las Palmas since 1936 and since 1998 has been focused on mooring/unmooring, luggage handling, ship's provisioning and passenger services.
18 Events after the reporting date (continued)
The concessions cover the port of Las Palmas de Gran Canaria, port of Arrecife (Lanzarote) and Puerto del Rosario (Fuerteventura), which have tenures of 40 years, 20 years and 20 years respectively. Following successful execution of the concession agreements, GPH, as part of GPCI, will manage the cruise port operations in Gran Canaria, Lanzarote and Fuerteventura.
GPH owns 80% of GPCI and Sepcan S.L. owns 20%. Sepcan is a Canary island family-owned company that has been providing services to the port of Las Palmas since 1936 and since 1998 has been focused on mooring/unmooring, luggage handling, ship's provisioning and passenger services. They also specialise in environmental services and maritime pollution prevention.
Group has been awarded by the Tarragona Port Authority ("Port Authority") a 12-year concession, with a 6-year extension option, to manage the services for cruise passengers in Tarragona, Spain. Under the terms of the agreement, GPH will invest up to EUR5.5m into building a new state of the art modular cruise terminal.
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ISIN: GB00BD2ZT390 Category Code: IR TIDM: GPH LEI Code: 213800BMNG6351VR5X06 Sequence No.: 139941 EQS News ID: 1274796 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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