Global Ports Regulatory News (GPH)

Global Ports Holding Plc

Interim Results for the six months to 30 September 2023

Global Ports Holding announces record interim results

Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, today issues its unaudited results for the six months to 30 September 2023 (“Reporting Period”).

Key Financials & KPIs,6	6 months ended 30-Sept-23	6 months ended 30-Sept-22	YoY Change	3 Months ended 30-Sept-23	3 Months ended 30-Sept-22
Passengers (m PAX) 2	6.7	4.4	54%	3.6	2.6
Total Revenue ($m)	105.6	118.3	-11%	52.2	72.6
Adjusted Revenue ($m) 3	95.9	64.1	50%	52.6	37.0
Segmental EBITDA ($m) 4	67.6	44.0	54%	37.4	26.9
Adjusted EBITDA ($m)5	64.1	40.4	59%	35.6	25.0
Segmental EBITDA Margin (%)	70.4%	68.7%		71.0%	72.7%
Adjusted EBITDA Margin (%)	66.9%	63.0%		67.6%	67.7%
Operating Profit ($m)	34.5	21.9	57%
Profit/(Loss) before tax ($m)	3.4	(4.4)	n/a
Net Income	(8.0)	(7.3)	n/a
Underlying profit ($m)3	7.6	4.6	64%
EPS (c)	(8.0)	(11.6)
Adjusted EPS (c)4	11.8	7.3	61%
	30-Sept-23	31-Mar-23
Gross Debt (IFRS) ($m)	739.4	672.4	10%
Gross Debt ex IFRS 16 Leases ($m)	679.5	612.3	11%
Net Debt ex IFRS 16 Leases ($m)	561.1	494.0	14%
Cash and Cash Equivalents ($m)	118.4	118.3	0%

 

Notes

All $ refers to United States Dollar unless otherwise stated Passenger numbers refer to consolidated and managed cruise port portfolio, hence it excludes equity accounted associates La Goulette, Lisbon, Singapore and Venice Adjusted Revenue is calculated as Total Revenue excluding IFRIC-12 construction revenue Segmental EBITDA includes the EBITDA from all consolidated ports and the contribution from management agreements, plus the pro-rata Net Profit of equity-accounted associates La Goulette, Lisbon, Singapore and Venice  Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses Differences in totals may arise due to rounding

 

Mehmet Kutman, Chairman and Chief Executive officer, said;

“Our business continues to reach new highs, delivering record Adjusted Revenue and Adjusted EBITDA for the six-month reporting period. Demand for cruising remains exceptionally strong and our call reservations for calendar year 2024, are supportive of further significant growth in the business.

Our consolidated and management ports are expected to welcome close to 14 million passengers in the 12 months to 31 March 2025, with passenger volumes rising to exceed 16 million once San Juan Cruise Port and St Lucia Cruise Port join the network. This will take our annual total passenger volume across all ports in the GPH cruise port network, including equity accounted ports, to close to 20 million.”

Overview

Record performance

Cruise passenger volumes rose 54% for the 6M period ending 30 Sept 2023 compared to the comparable period in fiscal year 2023. In the second fiscal quarter to 30 Sept 2023, cruise passenger volumes increased by 39% compared to Q1 ending 30 June 2023. Occupancy levels returned to pre-covid levels during the 6M Reporting Period Adjusted Revenue was USD 95.9 million for the 6M Reporting Period, an increase of 50% on the USD 64.1m in the comparable period. This growth was primarily driven by the higher number of passenger volumes in all our regions Total consolidated revenues for the 6M Reporting Period, including IFRIC-12 construction revenues, were USD 105.6m compared to USD 118.3m in the comparable period. This decrease reflects the impact of lower construction activities at Nassau Cruise Port where the major construction works have been completed during the interim period Segmental EBITDA for the 6M Reporting Period was USD 67.6 million compared to USD 44.0 million in the comparable period. Adjusted EBITDA was USD 64.1 million compared to USD 40.4 million in comparable period Profit before tax for the 6M Reporting Period was 3.4 million, underlying profit for the period was USD 7.6 million Net income for the 6M Reporting Period was a loss of 8.0 million compared to a loss of 7.3 million in the comparable period

Balance sheet strengthened

IFRS Gross Debt was USD 739.4 million (Ex IFRS-16 Leases Gross Debt: USD 679.5 million), compared to Gross Debt at 31 March 2023 of USD 672.4 million (Ex IFRS-16 Leases Gross Debt: USD 612.3 million). Net debt Ex IFRS-16 finance leases of USD 561.1 million compared to USD 494.0 million as at 31 March 2023. At the end of September 2023, GPH had cash and cash equivalents of USD 118.4 million, compared to USD 118.3 million at 31 March 2023 and USD 64.0 million at 30 June 2023 GPH issued USD 330 million of secured private placement notes (“Notes”) to insurance companies and long-term asset managers at a fixed coupon of 7.87% shortly before the end of the Reporting Period, mainly to refinance the 2021 Sixth Street loan. The Notes received an investment grade credit rating from two rating agencies and will fully amortize over 17 years, with a weighted average maturity of c13 years. Over 90% of GPH’s gross debt is now fixed and close to 85% of GPH’s gross debt (ex IFRS-16 Leases) is made up of the investment grade rated Notes and the ring-fenced project financed issuance for Nassau Cruise Port The primary driver for the change in Gross Debt is the refinancing of Sixth Street loan (approximately USD 255 million of nominal outstanding as of 31 March 2023) with the proceeds from the Notes (USD 330 million). The excess cash generated from this refinancing, after transaction expenses and certain reserve accounts, will be used for investments into near-term expansion projects. Another major impact to cash levels compared to 31 March 2023 was the extension of Ege Port concession for c. USD 38 million at the start of the interim period whereas the drawdown of the debt to finance this extension was completed shortly before the end of the fiscal year 2023

Network expanded and strengthened

Further expansion of the port network was achieved in the Reporting Period We signed a 30-year concession with a 10-year extension option for Saint Lucia Cruise Port. In the 12 months to 31 March 2023, St Lucia welcomed c590k passengers (2019 calendar year c790k). As part of this concession, GPH is planning to invest in a material expansion and upgrade of the cruise port facilities, the completion of these investments is expected to lead to a rise in passenger volumes to over 1m in the medium term We were also awarded a 10-year port concession agreement (starting January 2025), with a potential 5-year extension option for Bremerhaven Cruise Port. In 2022, Bremerhaven Cruise Port welcomed over 230k passengers, with over 90% of these being homeport passengers At the start of the Reporting Period, GPH agreed to extend its concession agreement for Ege Port, Kusadasi, adding 19 years to this concession which now ends in July 2052. As part of the agreement, Ege Port paid an upfront concession fee of TRY 725.4 million (USD 38 million at the prevailing exchange rate at the time of payment). The capital increase at Ege Port funding the upfront concession fee was provided by GPH only. As a result, GPH's equity stake in Ege Port has increased to 90.5% (from 72.5%) After the end of the Reporting Period, GPH purchased from the minority shareholder its 38% holding in Barcelona Port Investments S.L. (BPI), taking our shareholding in BPI to 100%. The transaction terms are confidential, however, the purchase price is below USD 20 million. As a result of this transaction, GPH’s interest in both Barcelona Cruise Port and Malaga Cruise Port has risen to 100% from 62%, and GPH’s effective interest has risen in Singapore Cruise Port to 40% (from 24.8%) and in Lisbon Cruise Port to 50% (from 46.2%)

Outlook

The global cruise industry has recovered strongly from the Covid pandemic, with industry occupancy rates now back to pre-Covid levels. Booking volumes across the industry remain very strong for the 2024 season, with the major cruise lines reporting record booking volumes and prices.

While high inflation and rising interest rates globally have led to an uncertain economic outlook, the longer lead time on cruise bookings compared to land based tourism provides significant protection to the cruise industry during periods of macro stress, with passenger volumes rarely negatively impacted.

At GPH's ports year-to-date, we have experienced higher than expected passenger volumes, driven by a faster recovery in occupancy rates across our port network. We currently expect to welcome at least 12.5m passengers across our consolidated and managed ports in the 12 months to 31 March 2024, which compares to our initial expectation of 11.8 million.

Our current expectations are for consolidated and management ports to welcome close to 14 million passengers in the 12 months to 31 March 2025, with passenger volumes rising to exceed 16 million once San Juan Cruise Port and St Lucia Cruise Port join the network. This will take our total passenger volume across all ports in the GPH cruise port network, including equity accounted ports, to close to 20 million. We will disclose the updated call and passenger volumes for the 12 months to 31 March 2025 before the end of March 2024.

Group Performance Review

Our transformational investment in growing our cruise port network, which began before the pandemic and continued throughout the pandemic, has driven a step change in our financial performance. We also took actions to improve the operational performance across our existing cruise ports, including increased ancillary services and improved cost control.

Only now, with the return of passenger volumes and improved trading, the benefit of these actions can be seen in our financial results. The Covid pandemic also meant that we are only now really able to demonstrate the financial returns these new ports can achieve.

Adjusted Revenue for the 6M Reporting Period was USD 95.9 million, an increase of 50% on the USD 64.1 million in the comparable period. Adjusted EBITDA was USD 64.1 million compared to USD 40.4 million in the comparable period and compares to the USD 44.4 million in 2019, the last full year before the Covid pandemic.

Americas

We completed our transformational investment into Nassau Cruise Port during the Reporting Period. Our investment has created a world leading cruise port facility that has set a new standard for cruise port infrastructure globally. During the reporting period we also started operations at Prince Rupert Cruise Port, Canada, which is included in the Americas Segment for the first time.

Adjusted revenue in the Americas rose 54% to USD 22.8 million, with Segmental EBITDA rising 50%. The strong performance of Nassau Cruise Port last fiscal year continued into H1 2024. Antigua Cruise Port, which tends to be a winter destination, experienced a relatively subdued winter 2022/23 season as a result of the major US cruise lines focussing on short cruises close to their Southern US home ports. However, bookings for winter 2023/24 mean there will be a significant improvement in trading in the H2 2024 Reporting Period.

West Med & Atlantic

Our West Med & Atlantic region includes our Spanish ports Barcelona, Fuerteventura, Lanzarote, Las Palmas, Malaga, Tarragona and for the first time Alicante Cruise Port, as well as Kalundborg, Denmark, and the equity pick-up contribution from Lisbon and Singapore.

Our West Med & Atlantic Region delivered passenger growth of 74%, which drove growth in Adjusted Revenue of 50%, with Segmental EBITDA rising 77% to USD 20.0 million. This growth was driven by the recovery during summer 2023 mentioned above and the impact of the growth in the number of ports in the network, primarily the annualised impact of our three Canary Island ports and Tarragona Cruise Port as well as an improvement in occupancy rates compared to the comparable period.

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.

Passenger volumes in the Central Med region rose 71%, while Adjusted revenue and Segmental EBITDA rose 55% and 35% respectively. The lower Adjusted Revenue and Segmental EBITDA growth compared to passenger growth reflects the impact of the strong growth in lower yielding ports in the region as well as the impact of increased operational costs in Valletta while pier extension work is being performed by the Port Authority.

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.

Passenger volumes in the East Med & Adriatic rose 41%, driving a 45% increase in Adjusted Revenue and 45% increase in Adjusted EBITDA. Overall trading was similar to the West Med & Atlantic region, with the recovery in occupancy rates to pre-Covid levels being a key driver of the growth in the Reporting Period.

Trading at Ege Port continued to be strong, reflecting the continued attraction of this marquee destination and port, while Bodrum Cruise Port welcomed a record number of passengers for the six-month period.

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.

Adjusted Revenue grew 42% to USD 8.3 million and Segmental EBITDA rose by 54% to USD 3.7 million.

 

Segmental Financials & KPIs	6 months ended 30-Sept-23	6 months ended 30-Sept-22	YoY Change	3 Months ended 30-Sept-23	3 Months ended 30-Sept-22
Americas
Passengers (m)	2.2	1.6	37%	1.1	0.9
Adjusted Revenue ($m)	22.8	14.8	54%	10.7	7.6
Segmental EBITDA ($m)	14.3	9.5	50%	6.4	5.2
EBITDA Margin (%)	62.8%	64.6%		60.1%	68.9%
West Med & Atlantic
Passengers (m)	2.2	1.3	74%	1.1	0.8
Adjusted Revenue ($m)	24.2	16.1	50%	13.2	10.0
Segmental EBITDA ($m)	20.0	11.3	77%	10.9	7.5
EBITDA Margin (%)	82.6%	69.7%		82.6%	75.1%
Central Med
Passengers (m)	1.2	0.7	71%	0.8	0.5
Adjusted Revenue ($m)	15.4	10.0	55%	9.1	5.9
Segmental EBITDA ($m)	8.3	6.1	35%	4.8	3.8
EBITDA Margin (%)	53.6%	61.5%		53.1%	65.1%
East Med & Adriatic
Passengers (m)	1.0	0.7	41%	0.6	0.5
Adjusted Revenue ($m)	25.3	17.4	45%	15.0	10.5
Segmental EBITDA ($m)	21.4	14.7	45%	13.1	9.1
EBITDA Margin (%)	84.6%	84.7%		87.4%	86.7%
Other
Adjusted Revenue ($m)	8.3	5.8	42%	4.7	3.1
Segmental EBITDA ($m)	3.7	2.4	54%	2.2	1.2
EBITDA Margin (%)	44.0%	40.5%		45.6%	40.6%
Unallocated (HoldCo)	(3.4)	(3.6)	-5%	(1.8)	(1.8)
Group
Passengers (m)	6.7	4.4	54%	3.6	2.6
Adjusted Revenue ($m)	95.9	64.1	50%	52.6	39.1
Segmental EBITDA ($m)	67.6	44.0	54%	37.4	26.9
Adjusted EBITDA ($m)	64.1	40.4	59%	35.6	25.0
EBITDA Margin (%)	66.9%	63.0%		67.6%	64.0%

 

Ege Port extension

At the start of the interim reporting period, GPH agreed to extend its concession agreement for Ege Port, Kusadasi, adding 19 years to this concession which now ends in July 2052. As part of the agreement, Ege Port paid an upfront concession fee of TRY 725.4 million (USD 38 million at the prevailing exchange rate at the time of payment). In addition, Ege Port has committed to invest an amount equivalent to 10% of the upfront concession fee within the next five 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.

A capital increase at Ege Port funded the upfront concession fee. 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%).

This up-front concession fee and related expenses were financed by partial utilisation of the USD 75 million growth facility provided by Sixth Street shortly before the end of the fiscal year 2023. As part of this additional USD 38.9 million drawdown, GPH issued further warrants to Sixth Street, representing an additional 2.0% of GPH's fully diluted share capital.

St Lucia concession

During the interim reporting period we signed a 30-year concession with a 10-year extension option for Saint Lucia Cruise Port. As part of this concession, GPH will invest in a material expansion and upgrade of the cruise port facilities. This investment will allow the port to handle the largest cruise ships in the global cruise fleet, increasing the port's capacity. In the 12 months to 31 March 2023, St Lucia welcomed c590k passengers (2019 calendar year c790k), the completion of the extended pier and upgrading the facilities are expected to lead to a rise in passenger volumes to over 1m in the medium term. GPH will also invest in transforming the retail experience, continuing our commitment to driving significant economic benefits for the local population, this investment will include an exciting new space for local vendors.

Bremerhaven concession

We were also awarded a 10-year port concession agreement, with a potential 5-year extension option, by bremenports on behalf of the city of Bremen regarding the operations at Bremerhaven Cruise Port. The cruise facilities at the port are currently undergoing a multimillion-euro investment by the local authorities, which once completed will expand and renew the port facilities. In 2022, Bremerhaven Cruise Port welcomed over 230k passengers, with over 90% of these being homeport passengers. The location of the port means it is ideally located for Scandinavian and Baltic Sea itineraries. GPH will take over operations of the port in the first quarter of calendar year 2025.

Increase in ownership at Barcelona and Malaga Cruise Ports

Shortly after the end of the interim reporting period, GPH purchased from the minority shareholder its 38% holding in Barcelona Port Investments S.L. (BPI), taking GPH’s holding in BPI to 100%. The transaction terms are confidential, however, the purchase price is below USD 20 million.

As a result of this transaction, GPH’s indirect holding in Creuers De Port de Barcelona S.A (Creuers) has increased to 100%, which increases GPH’s interest in both Barcelona Cruise Port and Malaga Cruise Port to 100% from 62%. In addition, GPH’s effective interest in SATS-Creuers Cruise Services PTE. LTD (Singapore Cruise Port) rises to 40% from 24.8% and the effective interest in Lisbon Cruise Port LD (Lisbon Cruise Port) rises from 46.2% to 50%.

Financial Review

Group revenue for the Reporting Period was USD 105.6 million (H1 2024: USD 118.3 million), reflecting the impact of lower construction activities at Nassau Cruise Port where the major construction works came to an end during the interim period. Under IFRIC-12, the expenditure for certain construction activities in Nassau is recognised as operating expenses and added with a margin to the Group's revenue. IFRIC-12 construction revenue has no impact on cash generation.

Adjusted Revenue of USD 95.9 million (H1 2023: USD 64.1 million), reflects the operating performance of the Group as it excludes the impact of IFRIC-12 construction revenue in Nassau of USD 9.7 million (H1 2023: USD 54.2 million).

Adjusted EBITDA was USD 64.1 million (H1 2024: USD 40.4 million). After depreciation and amortisation of USD 17.2 million (H1 2023: USD 13.3 million) and specific adjusting items of USD 8.5 million (H1 2023: USD 3.9 million), the Group reported an operating profit for 6M to 30 Sept 2023 of USD 34.5 million (H1 2023: USD 21.9 million). After net finance costs of USD 35.0 million (H1 2023: USD 27.5 million), the profit before tax was USD 3.4 million (H1 2023: loss of USD 4.4 million).

Net Income was a loss of USD 8.0 million compared to a loss of USD 7.3 million in the comparable period. Underlying Profit, which primarily reflects Net Income adjusted for amortisation of port operating rights (USD 13.2 million) as well as additional non-cash adjustments was USD 6.6 million compared to USD 3.3 million in the comparable period.

Segmental and Adjusted EBITDA

Segmental EBITDA, reflecting the EBITDA contribution from our operations was USD 67.6 million (H1 2024: USD 44.0 million), this was driven by the continued increase in cruise activity, the recovery in occupancy rates and the impact from network expansion, as well as a continued focus on cost control.

Adjusted EBITDA, which reflects Segmental EBITDA less unallocated expenses, was USD 64.1 million compared with USD 40.4 million. Unallocated expenses, which consist of Holding Company costs of USD 3.4 million are broadly in line with H1 2023 with USD 3.6 million.

Depreciation and amortisation costs 

Depreciation and amortisation costs were USD 17.2 million (H1 2024: USD 13.3 million), including USD 13.2 million (H1 2024: USD 9.6 million) of port operating rights amortisation. This increase in port operating rights amortisation primarily reflects the impact of increasing amortization in Nassau Cruise Port with the Upland part of the investment program being completed and the growth in the number of ports in the network.

Specific adjusting items

Specific adjusting items during the Reporting Period were USD 8.5 million (H1 2023: 3.9 million) which reflects the increase in activity in expansion and financing projects (Project expenses) as well as the one-off expenses related to Nassau Cruise Port opening during the Reporting Period.

Finance costs

The Group’s net finance cost was USD 35.0 million compared to USD 27.5 million in the prior year Reporting Period. Finance income rose to USD 13.2 million compared to USD 2.9 million, mainly due to foreign exchange impacts. Finance costs rose to USD 48.3 million compared to USD 30.4 million in the prior year which was driven by the higher outstanding gross debt coupled with increases in reference rate environment, and the impact of the refinancing of the Sixth Street loan, partially offset by lower foreign exchange impact.

On a cash basis net interest expenses was USD 31.0 million compared with USD 11.5 million. This significant increase in cash net interest expense was primarily due to the fact that the interest due for the Sixth Street loan was payable in form of PIK Interest (adding to the outstanding nominal instead of cash payment) until year-end 2022 as well as the prepayment costs for early refinancing of the Sixth Street loan.

Taxation

GPH is a multinational Group and is liable for taxation in multiple jurisdictions worldwide. The Group reported a tax expense of USD 11.4 million compared to USD 2.9 million in the prior year. The rise in tax expense reflects the impact of the improvement in profitability across the Group’s ports. On a cash basis, the Group's income taxes paid amounted to USD 0.9 million compared with USD 0.9 million in the comparable period.

Investing Activities

Capital expenditure, including the impact of advances, during the Reporting Period was USD 48.6 million, compared to USD 43.9 million in the prior year period. This mainly reflects the payment to extend the Ege Port concession referred to above and remaining CAPEX payments made in Nassau Cruise Port.

Cash flow

The Group generated an Adjusted EBITDA of USD 64.1 million in the Reporting Period, compared to USD 40.3 million in the comparable period last year.

Operating cash flow was USD 28.8 million, which was a decrease on the USD 40.3 million generated in the comparable period last year. This decrease is a result of changes in working capital with an increase in trade receivable due to improved trading at ports compared to the lower-than-normal trading activity in the comparable period as the industry continue to return to normal activity levels post Covid. All operations continue to operate on normal payment terms so this impact should not repeat next financial year. Additionally, there was a one-off effect in the Trade Payable due payment of invoices to the contractor in Nassau Cruise Port as the investment project was completed (impact of ca. USD 13 million).

Net interest expense of USD 31.0 million rose sharply from the USD 11.5 million in the comparable period last year as explained above.

Net capital expenditure including advances of USD 48.6 million, primarily reflects the Ege Port extension and the final investments in Nassau Cruise Port.

Cash flow (in USD million)	6 Months ended 30-Sep-23		6 Months ended 30-Sep-22
Operating (loss) / profit ($m)	34.5		21.9
Depreciation and Amortization ($m)	17.2		13.3
Specific Adjusting Items ($m)	8.4		3.9
Share of (loss) / profit of equity-accounted investees ($m)	4.0		1.2
Adjusted EBITDA ($m)	64.1		40.3
Working capital ($m)	(23.4)		3.8
Other ($m)	(11.9)		(4.1)
Operating Cash flow ($m)	28.8		40.0
Net interest expense ($m)	(31.0)		(11.5)
Tax paid ($m)	(0.9)		(0.9)
Net capital expenditure incl. advances ($m)	(48.6)		(43.9)
Free cash flow ($m)	(51.7)		(16.3)
Investments ($m)	0.0		--
Change in Gross debt ($m)	53.8		(2.2)
Dividends received ($m)	2.1		--
Related Party financing ($m)	1.0		5.9
Net Cash flow ($m)	5.2		(12.6)

 

Debt

At 30 September 2023, IFRS gross debt was USD 739.4m (Ex IFRS-16 Finance Leases Gross Debt: USD 679.5m), compared to gross debt at 31 March 2023 of USD 672.4m (Ex IFRS-16 Finance Leases Gross Debt: USD 612.3m). Net debt Ex IFRS-16 finance leases of USD 561.1m compared to USD 494.0m as at 31 March 2023. At the end of September 2023, GPH had cash and cash equivalents of USD 118.4m, compared to USD 118.3m at 31 March 2023 and USD 64.0m at 30 June 2023.

In July 2023, GPH issued 5,144,445 new ordinary shares at 206.5 pence each to its largest shareholder, Global Yatirim Holding A.S., in satisfaction of USD 13.8 million of GPH’s debt owed to GIH under a shareholder loan agreement.

At the end of the Reporting Period GPH issued USD 330 million of secured private placement notes (“Notes”) to insurance companies and long-term asset managers at a fixed coupon of 7.87%. The Notes received an investment grade credit rating from two rating agencies and will fully amortize over 17 years, with a weighted average maturity of c.13 years. Over 90% of GPH’s gross debt is now fixed and close to 85% of GPH’s gross debt is made up of the investment grade rated Notes and the ring-fenced project financed issuance for Nassau Cruise Port.

The majority of the proceeds were used to repay in full the outstanding senior secured loan from Sixth Street (including the portion drawn at the end of fiscal year 2023 for the Ege Port extension), plus early repayment fees and accrued interest. The balance of proceeds from the Notes will primarily be used to fund further Caribbean expansion and the payment of transaction costs. 

This financing generates material savings of cash interest expenses and creates a stable, long-term funding base for the Group. Further, it secures the financing of our near-term growth pipeline.

The main driver for the change in Gross Debt is the refinancing of Sixth Street loan with the Notes. The USD 330 million Notes includes reserves and cash expected to be deployed as equity contribution for near-term growth projects, hence outstanding debt has increased compared to the Sixth Street loan with approximately USD 255 million of nominal outstanding.

This excess refinancing amount also impacted the outstanding cash (less transaction costs and early prepayment fees). Besides the refinancing, the other major impact to cash was the extension of Ege Port concession for c. USD 38 million at the start of the interim period whereas the drawdown of the debt to finance this extension was completed shortly before the end of the fiscal year 2023.

 

CONTACT
For investor, analyst and financial media enquiries:		For trade media enquiries:
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

 

 

 

 

 

 

 

 

Global Ports Holding PLC

 

Interim condensed consolidated financial statements

 

For the six months ended 30 September 2023

 

 

 

 

 

 

 

 

 

 

 

 

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 – 32

 

 

 

 

 

 

 

 

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 Financial Reporting as adopted by the UK,

 

the interim management report includes a fair review of the information required by:

 

 

DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

 

DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

 

 

By order of the Board,

 

 

 

 

 

Ercan ERGÜL

Board Member

18 December 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements.

	Notes		As at  30 September 2023 (USD ‘000)		As at 31 March 2023 (USD ‘000) (Audited)		As at  30 September 2022 (USD ‘000)
Non-current assets
Property and equipment			114,581		116,180		110,067
Intangible assets	7		542,833		509,023		444,990
Right of use assets			75,431		77,408		76,356
Investment property			1,876		1,944		1,747
Goodwill			13,483		13,483		13,483
Equity-accounted investees			18,153		17,828		13,204
Due from related parties	15		9,445		9,553		8,182
Deferred tax assets			2,201		3,902		3,962
Other non-current assets			3,389		2,791		2,385
			781,392		752,112		674,376
Current assets
Trade and other receivables	8		31,210		23,650		27,948
Due from related parties	15		367		335		373
Other investments			64		65		51
Other current assets			4,800		4,650		14,356
Inventory			1,120		964		873
Prepaid taxes			163		623		355
Cash and cash equivalents			118,353		118,201		79,484
			156,077		148,488		123,440
Total assets			937,469		900,600		797,816
Current liabilities Loans and borrowings	10		57,832		66,488		80,174
Other financial liabilities			1,069		1,639		396
Trade and other payables			25,831		42,115		47,483
Due to related parties	15		7,946		4,907		1,844
Current tax liabilities			4,438		809		748
Provisions	11		13,703		13,740		12,162
			110,819		129,698		142,807
Non-current liabilities
Loans and borrowings	10		681,544		605,954		518,779
Other financial liabilities			52,683		53,793		50,064
Trade and other payables			1,234		1,223		1,435
Due to related parties	15		14,123		24,923		8,872
Deferred tax liabilities			42,412		40,148		39,064
Provisions	11		9,570		9,161		10,074
Employee benefits			411		448		409
Derivative financial liabilities			--		(45)		(16)
			801,977		735,605		628,681
Total liabilities			912,796		865,303		771,488
Net assets			24,673		35,297		26,328
Equity
Share capital	13		878		811		811
Share premium account	13		13,743		--		--
Legal reserves	13		6,014		6,014		6,014
Share based payment reserves	13		426		426		367
Hedging reserves	13		(56,993)		(43,211)		(42,705)
Translation reserves	13		41,202		43,100		36,716
Retained earnings			(87,564)		(73,283)		(64,784)
Equity attributable to equity holders of the Company			(82,294)		(66,143)		(63,581)
Non-controlling interests			106,967		101,440		89,909
Total equity			24,673		35,297		26,328

 

 

 

The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements.

(USD ‘000)	Notes	Share capital	Share Premium	Legal  reserves	Share based payment reserves	Hedging reserves	Translation reserves	Retained earnings	Total	Non-controlling interests	Total Equity
Balance at 1 April 2023		811	--	6,014	426	(43,211)	43,100	(73,283)	(66,143)	101,440	35,297
Loss for the period		--	--	--	--	--	--	(14,230)	(14,230)	6,266	(7,964)
Other comprehensive (loss) / income for the period		--	--	--	--	(13,782)	(1,898)	(51)	(15,731)	(1,594)	(17,325)
Total comprehensive (loss) / income for the period		--	--	--	--	(13,782)	(1,898)	(14,281)	(29,961)	4,672	(25,289)
Transactions with owners of the Company
Contribution and distributions
Issuance of share	13	67	13,743	--	--	--	--	--	13,810	--	13,810
Dividend distribution		--	--	--	--	--	--	--	--	(864)	(864)
Total contributions and distributions		67	13,743	--	--	--	--	--	13,810	(864)	12,946
Changes in ownership interest
Equity injection		--		--	--	--	--	--	--	1,719	1,719
Total changes in ownership interest		--		--	--	--	--	--	--	1,719	1,719
Total transactions with owners of the Company		67	13,743	--	--	(13,782)	(1,898)	(14,281)	(13,297)	5,527	(7,770)
Balance at 30 September 2023		878	13,743	6,014	426	(56,993)	41,202	(87,564)	(82,294)	106,967	24,673

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements

 

(USD ‘000)	Notes	Share capital	Legal  reserves	Share based payment reserves	Hedging reserves	Translation reserves	Retained earnings	Total	Non-controlling interests	Total equity
Balance at 1 April 2022		811	6,014	367	(43,328)	46,462	(48,192)	(37,866)	88,263	50,397
Loss for the year		--	--	--	--	--	(16,564)	(16,564)	9,264	(7,300)
Other comprehensive (loss) / income for the year		--	--	--	623	(9,746)	(28)	(9,151)	(7,618)	(16,769)
Total comprehensive (loss) / income for the year		--	--	--	623	(9,746)	(16,592)	(25,715)	1,646	(24,069)
Balance at 30 September 2022		811	6,014	367	(42,705)	36,716	(64,784)	(63,581)	89,909	26,328

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements

 

(USD ‘000)	Notes	Share capital	Legal reserves	Share based payment reserves	Hedging reserves	Translation reserves	Retained earnings	Total	Non-controlling interests	Total equity
Balance at 1 April 2022		811	6,014	367	(43,328)	46,462	(48,192)	(37,866)	88,263	50,397
Loss for the period		--	--	--	--	--	(24,998)	(24,998)	14,449	(10,549)
Other comprehensive loss for the period		--	--	--	117	(3,362)	(93)	(3,338)	(1,272)	(4,610)
Total comprehensive (loss) / income for the period		--	--	--	117	(3,362)	(25,091)	(28,336)	13,177	(15,159)
Transactions with owners of the Company
Contribution and distributions
Equity settled share-based payment expenses		--	--	59	--	--	--	59	--	59
Total contributions and distributions		--	--	59	--	--	--	59	--	59
Total transactions with owners of the Company		--	--	59	--	--	--	59	--	59
Balance at 31 March 2023		811	6,014	426	(43,211)	43,100	(73,283)	(66,143)	101,440	35,297

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements.

	Notes	Six months ended 30 September 2023 (USD ‘000)	Six months ended 30 September 2022 (USD ‘000)	Year ended 31 March 2023 (USD ‘000) (Audited)
Cash flows from operating activities
Loss for the period / year		(7,964)	(7,300)	(10,549)
Adjustments for:
Depreciation of PPE and RoU assets and amortization expense		17,211	13,315	27,277
Gain on disposal of Property, plant, and equipment		--	(9)	(7)
Impairment losses on investments		--	666	659
Share of (profit)/loss of equity-accounted investees, net of tax		(3,963)	(1,232)	(4,274)
Finance costs (excluding foreign exchange differences)		46,809	20,536	44,348
Finance income (excluding foreign exchange differences)		(4,992)	(818)	(2,293)
Foreign exchange differences on finance costs and income, net		(6,780)	7,782	(13)
Income tax expense/(benefit)		11,385	2,942	1,008
Employment termination indemnity reserve		(9)	99	103
Equity settled share-based payment expenses		--	--	59
Use of / (Charges to) provision		533	245	2,095
Operating cash flow before changes in operating assets and liabilities		52,230	36,226	58,413
Changes in:
- trade and other receivables		(7,560)	(6,800)	(2,502)
- other current assets		(826)	(299)	(1,921)
- related party receivables		99	1,523	546
- other non-current assets		(598)	(13)	(416)
- trade and other payables		(16,885)	8,191	4,748
- related party payables		2,410	1,370	2,826
- provisions		(49)	(179)	(310)
- Post-employment benefits paid		(8)	(13)	(77)
Cash generated by operations before benefit and tax payments		28,813	40,006	61,307
Income taxes paid		(926)	(867)	(1,430)
Net cash generated from / (used in) operating activities		27,887	39,139	59,877
Investing activities
Acquisition of property and equipment		(4,012)	(1,679)	(4,328)
Acquisition of intangible assets		(44,599)	(53,627)	(73,236)
Proceeds from sale of property and equipment		31	--	87
Bank interest received		4,968	648	1,757
Dividends from equity accounted investees		2,895	--	--
Advances used / (given) for fixed assets		(21)	11,373	(1,001)
Net cash used in investing activities		(40,738)	(43,285)	(76,721)
Financing activities
Change in due to related parties		1,000	5,872	21,923
Dividends paid to NCIs		(733)	--	(1,123)
Interest paid		(35,951)	(12,142)	(33,085)
Proceeds from loans and borrowings		485,439	28,703	77,147
Repayments of borrowings		(430,422)	(30,032)	(19,915)
Repayments of lease liabilities		(1,197)	(885)	(3,085)
Net cash (used in) / generated from financing activities		18,136	(8,484)	41,862
Net decrease in cash and cash equivalents		5,285	(12,630)	25,018
Effect of foreign exchange rate changes on cash and cash equivalents		(5,133)	(7,573)	(6,504)
Cash and cash equivalents at beginning of year		118,201	99,687	99,687
Cash and cash equivalents at end of period		118,353	79,484	118,201

 

 

 

 

 

 The notes on pages 11 to 32 are an integral part of these condensed consolidated interim financial statements.

Reporting entity

 

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 35 Albemarle Street, 3rd Floor, W1S 4JD, London, England, United Kingdom. The majority shareholder of the Company is Global Yatırım Holding (“GIH”).

 

These 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 2023 were authorised for issue in accordance with a resolution of the directors on 18 December 2023.

 

Accounting policies

 

Basis of preparation

 

This condensed set of consolidated financial statements for the six-month period ended 30 September 2023 and 30 September 2022 have been prepared in accordance with the UK adopted International Accounting Standard 34 ‘Interim Financial Reporting’ in conformity with the requirements of Accounting Standards Board’s half yearly financial reports statement dated July 2007.

 

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 2023 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.

 

The comparative figures for the financial year ended 31 March 2023 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.

 

Going concern

 

The Group operates 28 ports in 16 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.

 

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.

 

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 were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2023.

 

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 year ended 31 March 2023.

2 Accounting Policies (continued)

 

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 (“EUR”) 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. The Group uses USD as the presentation currency.

 

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 2023, 31 March 2023 and 30 September 2022, foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:

 

	30 September 2023	31 March 2023	30 September 2022
TL/USD	0.0365	0.0520	0.0540
Euro/USD	1.0604	1.0865	0.9686

 

For the six months ended 30 September 2023, 30 September 2022 and for the Year ended 31 March 2023, average foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:

 

	Six months ended 30 September 2023	Six months ended 30 September 2022	Year ended 31 March 2023
TL/USD	0.0419	0.0593	0.0561
Euro/USD	1.0883	1.0355	1.0415

 

 

 

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.

 

 

2 Accounting Policies (continued)

 

f) Alternative performance measures (continued)

 

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 are included in the computation of Segmental EBITDA.

 

Specific adjusting items

 

The Group presents specific adjusting items separately. For proper evaluation of individual ports financial performance and the 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; other income & expenses including employee termination expenses, income from insurance repayments, income from scrap sales, gain/loss on sale of securities, other provision expenses, costs related to non-recurring marketing events, redundancy expenses and donations and grants.

 

Specific adjusting items comprised as following,

 

		Six months ended 30 September 2023 (USD ‘000)		Six months ended 30 September 2022 (USD ‘000)		Year ended 31 March 2023 (USD ‘000) (Audited)
Project expenses		5,411		3,851		11,201
Employee termination expenses		187		162		344
Replacement provisions		700		287		298
Provisions / (reversal of provisions) (*)		209		539		680
Impairment losses		--		666		659
IFRIC-12 Construction accounting margin		(193)		(1,085)		(1,928)
Other (income) / expenses		2,148		(474)		1,645
Specific adjusting items		8,462		3,946		12,899

(*) This figure composed of expected impairment losses on receivables, provision expenses excluding vacation pay and replacement provisions and impairment losses related to assets.

 

2 Accounting Policies (continued)

 

f) Alternative performance measures (continued)

 

Adjusted EBITDA

 

Adjusted EBITDA is 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 removed from Adjusted EBITDA, are 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.

 

Underlying Profit / (Loss)

 

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 period or 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 number of shares.

 

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;

 

		Six months ended 30 September 2023 (USD ‘000)		Six months ended 30 September 2022 (USD ‘000)		Year ended 31 March 2023 (USD ‘000) (Audited)
Loss for the Period, net of IFRS 16 impact		(7,964)		(7,300)		(10,549)
Impact of IFRS 16 (annualized)		1,009		1,340		1,875
Loss for the Period		(6,955)		(5,960)		(8,674)
Amortisation of port operating rights / RoU asset / Investment Property		13,213		9,632		19,747
Non-cash provisional (income) / expenses (*)		1,096		988		1,322
Impairment losses		--		666		659
Construction accounting impact		(193)		(1,085)		(1,928)
(Gain) / loss on foreign currency translation on equity		412		365		412
Underlying Profit / (Loss)		7,573		4,606		11,538
Weighted average number of shares		64,051,416		62,826,963		62,826,963
Adjusted earnings / (loss) per share (pence)		11.82		7.33		18.36

(*) 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, bonds, notes and 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 30 September 2023 (USD ‘000)		Six months ended 30 September 2022 (USD ‘000)		Year ended 31 March 2023 (USD ‘000) (Audited)
Current loans and borrowings		57,832		80,174		66,488
Non-current loans and borrowings		681,544		518,779		605,954
Gross debt		739,376		598,953		672,442
Lease liabilities recognized due to IFRS 16 application		(59,832)		(57,234)		(60,143)
Gross debt, net of IFRS 16 impact		679,544		541,719		612,299
Cash and bank balances		(118,353)		(79,484)		(118,201)
Short term financial investments		(64)		(51)		(65)
Net debt, net of IFRS 16 impact		561,127		462,184		494,033
Equity		24,673		26,328		35,297
Net debt to Equity ratio		22.74		17.55		14.00

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 30 September 2023 (USD ‘000)		Six months ended 30 September 2022 (USD ‘000)		Year ended 31 March 2023 (USD ‘000) (Audited)
Gross debt		739,376		598,953		672,442
Lease liabilities recognized due to IFRS 16 application		(59,832)		(57,234)		(60,143)
Gross debt, net of IFRS 16 impact		679,544		541,719		612,299
Adjusted EBITDA (annualized)		96,407		47,899		72,677
Impact of IFRS 16 on EBITDA (annualized)		(5,267)		(4,345)		(5,008)
Adjusted EBITDA, net of IFRS 16 impact		91,140		43,554		67,669
Leverage ratio		7.46		12.44		9.05

 

 

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 30 September 2023 (USD ‘000)		Six months ended 30 September 2022 (USD ‘000)		Year ended 31 March 2023 (USD ‘000) (Audited)
Acquisition of property and equipment		4,011		1,679		4,327
Acquisition of intangible assets		39,760		53,627		96,583
CAPEX		43,771		55,306		100,910

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 2023 and 2022, and for the year ended 31 March 2023, the relevant hard currencies for the Group are US Dollar, Euro, Canadian Dollar, Danish krone and Singaporean Dollar.

 

Segment reporting

 

Products and services from which reportable segments derive their revenues

 

The Group operates various cruise ports 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.

 

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.

 

 

3  Segment reporting (continued)

 

Reportable segments (continued)

 

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 (Canary Islands) Cruise Ports, Alicante Cruise Port, Lisbon Cruise 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”), Port Operation Holding Srl, Cagliari Cruise Port, Catania Passenger 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-Kuşadası”), 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 Port of Adria-Bar are part of vertical integration plans of the Group for the Cruise business and do not exceed the quantitative threshold and have therefore 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, Global Ports Group Finance Ltd. 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.