Half-year Report

Released : 21 Aug 2017 07:03

RNS Number : 5031O
Global Ports Holding PLC
21 August 2017
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

 

21 August 2017

 

Global Ports Holding Plc

 

Unaudited interim results for the six months ended 30 June 2017

 

 

Good performance in the Commercial segment; strong Cruise passenger number growth although financial performance impacted by weakness in Turkish Cruise ports

 

Global Ports Holding PLC ("GPH" or the "Group"), the world's largest independent cruise port operator, today announces its unaudited results for the six months ending 30 June 2017.

Key Financials & KPI Highlights

 

H1 2017

H1 2016

YoY Change

 

Passengers (m PAX) 3

1.53

1.34

14.1%

 

General & Bulk Cargo ('000)

807.9

753.6

7.2%

 

Throughput ('000 TEU)

122.6

105.0

16.7%

 

Revenue (USD m)

49.7

52.7

(5.7%)

 

Cruise Revenue (USD m) 1

18.5

22.0

(15.9%)

 

Commercial Revenue (USD m)

31.3

30.8

1.6%

 

Segmental EBITDA (USD m) 2

32.2

34.7

(7.2%)

 

Segmental EBITDA Margin

64.7%

65.8%

(110bps)

 

Cruise Segmental EBITDA (USD m)

10.1

13.7

(25.8%)

 

Cruise Margin

54.8%

62.1%

(730bps)

 

Commercial Segmental EBITDA (USD m)

22.1

21.0

4.9%

 

Commercial Margin

70.6%

68.4%

220bps

 

(Loss) / Profit for the period (USD m)

(6.7)

0.4

n.m.

 

1 Cruise revenues include sum of all cruise ports excluding Venice, La Spezia, Lisbon and Singapore (equity accounted investee entities).

2 Segmental EBITDA indicate only operational companies; excludes GPH HoldCo expenses and exceptional and other non-cash income and expenses. See Note 2(e).

3 Passenger numbers refer to controlled operations, hence excluding equity pick-up entities Venice, Lisbon and Singapore.

 

Financial and Operational Highlights

 

·   Solid Commercial segment performance unaffected by Turkish geopolitical developments

·   Strong cruise passenger number growth, although financial performance impacted by ongoing weakness in consumer sentiment towards higher margin Turkish cruise ports

Overall Segmental EBITDA down 7.2% to USD 32.2m

Ongoing weakness in sentiment for Turkish cruise ports led to decline in Cruise Segmental EBITDA of USD 3.6m to USD 10.1m

Solid increase of Commercial Segmental EBITDA by 4.9% to USD 22.1m

Additional negative forex impact from weaker Euro (-3.1% compared to first half 2016) affects translation of Euro earnings of all cruise ports and Port of Adria

·    Loss after tax for the period was USD 6.7m (H1 2016: Profit after tax for the period: USD 0.4m) which included USD 15.1m amortisation expense in relation to Port Operation Rights

·    Strong operating cash flow of USD 25.2m during the reporting period (compared to USD 29.5m in H1 2016)

·     Robust financial profile with Net Debt1 / EBITDA2 of 2.9x, in line with financial policy

·     Good progress in Cruise segment's M&A pipeline

·     Interim dividend of GBP 21.6p per share

1 Calculated as loans and borrowings including finance lease obligations less cash and cash equivalents less other short term investments.

2 Consolidated EBITDA is calculated as Segmental EBITDA less unallocated expenses. See Note 2(e).

 

Strategic Highlights and Outlook

 

·     For the 2017 full year Segmental EBITDA is expected to show single-digit growth from FY16  despite lower contribution from Turkish cruise ports

·     Good progress is being made in projects in the Group's strong M&A pipeline and the Group will make further announcements as appropriate

 

Emre Sayın, Chief Executive Officer said;                                          

"While geopolitical developments have had a negative effect on our Turkish Cruise revenues, our Turkish Commercial segment is robust and has performed well. Our M&A pipeline of international cruise ports remains strong with progress being made on a number of our target acquisitions and we will update the market as these progress. Our overall strategy of expanding our global footprint of cruise ports from the Mediterranean to the Caribbean and Asia, as set out at the IPO, remains on track. The result of this will be a reduction in the significance of our Turkish cruise port operation to our overall business."

 

Mr. Emre SAYIN, Chief Executive Officer and the senior management of Global Ports Holding PLC will hold a conference call with equity investors and analysts to discuss these interim results on 21 August 2017 at 9:00 UK time (BST). Below are the details for the conference call.

 

 

International dial-in details below

Participant Pin Code: 511 199 02#

 

UK:

+44 2030432440

USA:      

+1 8778874163

Turkey:

+90 2127052920  

Austria:

+43 19282201       

France:

+33 172001510    

Germany:

+49 69222229031

Hong Kong:  

+852 58081220

Netherlands:

+ 31 107138194   

Italy:      

+39 (0) 236009767

Portugal:

+351 308801485  

UAE:

+800035702760     

Singapore:

+65 31580365

Sweden:

+46 850334664

Spain:

+34 914142021

 

The person responsible for arranging the release of this announcement on behalf of GPH is Ismail Ozer, Investor Relations Analyst.

 

For further information, please contact:

Global Ports Holding PLC

Asli Su Ata, Head of Investor Relations

Ismail Ozer, Investor Relations Analyst

Telephone: +90 212 244 60 00

Email: investor@globalportsholding.com

 

Brunswick Group LLP

Azadeh Varzi

Imran Jina

+44 (0) 20 7404 5959

Email: GPH@brunswickgroup.com

 

This announcement does not constitute an invitation and should not be taken as an inducement to engage in any investment activity and is for the purpose of providing information about the Company. Certain information contained in this announcement constitutes "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "target," "intend," "continue" or "believe," or the negatives thereof, other variations thereon or comparable terminology.  Due to various risks and uncertainties, actual events or results or the actual performance of the Company described herein may differ materially from the events, results or performance reflected or contemplated in such forward-looking statements. Any projections, forecasts and estimates contained herein are based upon certain assumptions that the Company considers reasonable.  Projections are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize and/or that actual events and consequences thereof will vary significantly from the assumptions upon which projections contained herein have been based.  The inclusion of projections herein should not be regarded as a representation or guarantee regarding the reliability, accuracy or completeness of the information contained herein, the Company is under no obligation to update or keep current such information.  Unless otherwise indicated, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date.

 

Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented and the percentages in tables changes in this announcement may vary slightly from the actual arithmetic total or percentages as calculated from the rounded data.
 

H1 2017 Financial Performance Overview

Having successfully completed the London IPO of GPH in May this year, the Group raised net primary proceeds of USD 73m which will be used to develop and expand the Group's Cruise business.

 

Overall revenues during the period declined by 5.7% from H1 2016 (USD 52.7m) to USD 49.7m and Segmental EBITDA margins fell 110bps to 64.7%. Ongoing geopolitical developments led to a deterioration of consumer sentiment towards Turkey, and a significant decline in cruise calls at the Turkish cruise ports (particularly Ege) which had a material impact on Cruise revenues. However, weakness in Turkish cruise ports has been partly offset by the strong performance in the Commercial business, which is insulated from regional instability. During this period, Commercial revenue was up 1.6% and Commercial Segmental EBITDA up 4.9% YoY. Also, we have seen a strong performance in our European portfolio of cruise ports, with revenues up at Valetta and in the Other Cruise segment in this period.

 

Cruise segment volumes in the first half are typically lower as it includes the seasonality impact of a quiet Q1 period. The first half of 2017 saw strong overall 14.1% growth in total cruise passenger numbers driven by a combination of organic growth in Valetta Cruise Port and inorganic growth from first time consolidation of small Italian ports (part of the Other Cruise segment). GPH's European cruise ports experienced above-average passenger growth fully compensating the decline in Turkish ports, however, overall Cruise revenues and passenger yields declined mainly due to loss of passenger volume in the higher margin Turkish ports.

 

Turkish ports had a weak start to the main season (end of May / June), in particular Ege Port, which is behind management expectations. Cruise lines decided on short notice that cruise ships would not to call at the Turkish ports due to the ongoing geopolitical challenges and consumer sentiment. Renovation of the shopping mall in Ege Port during Q1 and parts of Q2 had an additional impact on revenues (primarily ancillary revenues) as well as Segmental EBITDA. The Cruise Segmental EBITDA decline is mainly attributable to Ege Port, which has the highest margin among GPH's cruise ports, such that a loss in Turkish passenger volume and lower ancillary revenues diluted total Segmental EBITDA margin.

 

Cruise Segmental EBITDA was also negatively impacted by Euro/USD fluctuations and passenger mix. All cruise ports' revenues are mainly Euro denominated and fluctuations of the average Euro/USD exchange rate compared to H1 2016 negatively impacted revenues and Segmental EBITDA reported in USD. In addition Creuers' (Barcelona and Malaga) Segmental EBITDA margin was impacted by changes in the passenger mix between turnaround and transit passengers, and between Barcelona and Malaga.

Commercial Port Operations performed well during the period. Commercial revenues were USD 31.3m in H1 2017, up 1.6% year-on-year, due to strong growth in container volumes (up 16.7% YoY), along with a 7.2% increase in general and bulk cargo compared to H1 2016. The main driver of this growth was the strong increase in marble and cement exports at Port Akdeniz as well as new general cargo customers which helped overall cargo volume expansion. Container yields are broadly flat, while cargo yields are down 25% due to lower project cargo volumes and an increase in steel coils volumes (in particular in Port of Adria).

 

Commercial Segmental EBITDA increased by 4.9% to USD 22.1m driven by double-digit growth in Antalya, which more than offset the lower Segmental EBITDA in Port of Adria attributable to lower project cargo, which is more volatile by nature. Commercial Segmental EBITDA margin grew by 220 bps from H1 2016, largely due to strong growth in Antalya's Segmental EBITDA margin as a result of operational improvements and higher share of high-margin container business.

 

 

Segment Review

Cruise Segment

H1 2017 Detailed Financial Review - Cruise Segment

 

 

H1 2017

H1 2016

YoY Change

Cruise Port Operations

 

 

 

 

Passengers (m)1

 

        1.53

        1.34

14.1%

      Turnaround Passengers

 

        0.60

        0.54

11.5%

      Transit Passengers

 

        0.93

        0.80

15.8%

Revenue (USD m)

 

        18.5

        22.0

(15.9%)

      of which Ancillary Revenue

 

          6.0

          6.9

(13.8%)

Yield (USD, revenue per passenger)

 

        12.1

        16.4

(26.2%)

Yield (USD, ancillary revenue per pax)

 

          4.0

          5.3

(24.1%)

Segmental EBITDA (USD m)

 

        10.1

        13.7

(25.8%)

Segmental EBITDA Margin

 

54.8%

62.1%

(730bps)

       % of Group's total revenue

 

37.2%

41.7%

(450bps)

       % of Group's total EBITDA

 

31.5%

39.4%

(790bps)

Capital expenditures (USD m)

 

          4.7

          3.3

41.0%

 

 

 

 

 

Creuers (Barcelona and Malaga)

 

 

 

 

Passengers (m)

 

        0.90

        0.85

5.3%

      Turnaround Passengers

 

        0.48

        0.48

0.2%

      Transit Passengers

 

        0.42

        0.37

11.8%

Revenue (USD m)

 

        10.0

        10.1

(1.6%)

      of which Ancillary Revenue

 

          1.0

          1.1

(4.5%)

Yield (USD, revenue per pax)

 

        11.1

        11.9

(7.1%)

Yield (USD, ancillary revenue per pax)

 

          1.2

          1.3

(9.3%)

Segmental EBITDA (USD m)

 

          5.4

          5.9

(9.2%)

Segmental EBITDA Margin

 

53.8%

58.3%

(450bps)

 

 

 

 

 

Ege Port

 

 

 

 

Passengers (m)

 

        0.06

        0.17

(63.4%)

      Turnaround Passengers

 

        0.01

        0.01

8.3%

      Transit Passengers

 

        0.06

        0.16

168.5%

Revenue (USD m)

 

          1.7

          5.8

(70.3%)

      of which Ancillary Revenue

 

          0.7

          1.8

(64.0%)

Yield (USD, revenue per pax)

 

        37.6

        37.4

0.5%

Yield (USD, ancillary revenue per pax)

 

        14.4

        11.9

21.8%

Segmental EBITDA (USD m)

 

          1.0

          4.3

(77.3%)

Segmental EBITDA Margin

 

56.1%

73.4%

(1,730bps)

 

 

 

 

 

Valletta Cruise Port

 

 

 

 

Passengers (m)

 

        0.31

        0.26

20.3%

      Turnaround Passengers

 

        0.08

        0.04

133.9%

      Transit Passengers

 

        0.23

        0.22

2.0%

Revenue (USD m)

 

          5.2

          5.2

(0.4%)

      of which Ancillary Revenue

 

          2.8

          2.8

0.5%

Yield (USD, revenue per pax)

 

        16.7

        20.0

(16.5%)

Yield (USD, ancillary revenue per pax)

 

          9.1

        10.9

(16.5%)

Segmental EBITDA (USD m)

 

          2.6

          2.4

7.0%

Segmental EBITDA Margin

 

49.5%

46.1%

340bps

 

 

 

 

 

Other Cruise

 

 

 

 

Passengers (m)

 

        0.26

        0.07

303.2%

      Turnaround Passengers

 

        0.03

        0.02

57.7%

      Transit Passengers

 

        0.23

        0.05

327.2%

Revenue (USD m)

 

          1.6

          0.9

92.0%

      of which Ancillary Revenue

 

          0.5

          0.3

78.8%

Segmental EBITDA (USD m)

 

          1.3

          1.1

13.7%

1Passenger numbers refer to consolidation perimeter, hence excluding equity pick-up entities Venice, Lisbon and Singapore

 

 

There is some seasonality effect in our first-half financials given Q1 is the low season in the cruise business in the Mediterranean (the main cruise season starts at the end of May) and therefore H1 should not be used to extrapolate full year performance. Thanks to its well diversified portfolio, GPH saw cruise passenger numbers rise by a significant 14.1% in H1 2017 YoY (through organic and inorganic growth). This was driven by above-market growth in the European ports and the first-time consolidation of the small Italian ports since acquisition (acquisition completed late 2016).

 

All GPH cruise ports' tariffs are denominated in Euro. The average Euro/USD exchange rate during the period resulted in the Euro weakening by 3.1% compared to the same period last year which negatively impacted the Group's revenues and Segmental EBITDA in its reporting currency USD.

 

Turkish ports have disappointed and continue to show decline in cruise calls due to the ongoing geopolitical tension in Turkey and the Eastern Mediterranean. However, the first half of 2017 demonstrated the resilience of the GPH cruise network, and the growth of the European ports has more than offset the decline in Turkish passenger volumes (up by 2.6% organic passenger growth rate for all cruise ports). Furthermore, GPH's management believe that this weakness is temporary and our Turkish cruise ports will grow to pre-crisis levels once the geopolitical tensions soften.

 

Despite the overall positive volume trend in passengers, revenues and Segmental EBITDA from cruise operations have declined. Turkish ports are the more profitable ports in the GPH portfolio with industry-leading Segmental EBITDA margins due to high yields and high share of ancillary revenue. A lower contribution from them (further impacted by the renovation of the shopping mall in Ege Port) could not be fully offset by the other ports in terms of revenue and Segmental EBITDA.

 

As stated in the IPO process, GPH is actively focusing on increasing ancillary revenues in its cruise ports. We have strengthened our team for these opportunities by creating the position of Ancillary Services Director and were able to recruit a senior professional with a relevant track record in the aviation industry. The absolute decline in total ancillary revenues is mainly due to Ege Port where renovations (which have now been completed) have resulted in lost rental revenue and lower revenue-share from our tenants due to lower traffic.

 

For the half-year ended 30 June 2017, Creuers (Barcelona and Malaga) received 351 cruise calls bringing in 895,101 cruise passengers, of which 476,455 were turnaround passengers and 418,646 were transit passengers. Creuers generated revenues of USD 10m which is broadly flat and down by 1.6% on H1 2016 and Segmental EBITDA of USD 5.4m down by 9.2% YoY. Revenue and Segmental EBITDA were impacted by changes in the passenger mix. Malaga Cruise Port reported strong growth in turnaround passengers, whereas the transit passenger growth mainly came from Barcelona; Malaga Cruise Port has lower margins compared to Barcelona Cruise Port.

 

Valletta Cruise Port, with its unique position for West Med and East Med itineraries, contributed significantly to GPH's H1 2017 passenger and Segmental EBITDA performance. In H1 2017, Valletta Cruise Port received 317 cruise calls bringing in 311,152 cruise passengers, of which 83,983 were turnaround passengers and 227,169 were transit passengers. Segmental EBITDA of the Valletta Cruise Port was up by 7.0% to USD 2.6m, implying a 340bps increase in Segmental EBITDA margin, thanks to the increasing share of turnaround passengers in the passenger mix. Operational performance, both revenue and Segmental EBITDA, trailed volume growth mainly due to the growth mostly coming in Q1 2017 and benefitting from a good winter season but at preferential winter rates. In addition, lower travel retail as well as a weaker EUR (on average compared to H1 2016) has also impacted operating figures.

 

In H1 2017, Ege Port had total of 61 cruise calls bringing in 45,962 cruise passengers and a total of 149 ferry calls bringing in 15,771 ferry passengers with a total of 61,733 passengers visiting the port. Ege Port revenues and Segmental EBITDA declined by 70.3% and 77.3%, respectively, due to i) renovation works in Ege Port's shopping mall and ii) the decline in number of calls and passenger numbers starting in May. The unexpected decline in passenger volumes was due to cruise lines deciding on short notice to substitute Turkish ports (mainly with Greek island ports) due to negative perception of Turkey among foreign tourists. We remain cautious for the remainder of the year but expect a recovery in passenger volume in the mid-term because of the attractiveness of Turkish ports for cruise lines and passengers.

 

Cruise M&A Pipeline

As communicated during the IPO process, inorganic expansion is an important part of GPH's growth strategy. During the first half of 2017 and since the IPO further progress has been made with respect to our M&A pipeline and GPH will update the market as these projects further progress.

 

 

Commercial Business

H1 2017 Detailed Financial Review - Commercial Business

 

H1 2017

H1 2016

YoY Change

Commercial Port Operations

 

 

 

General & Bulk Cargo ('000 tonnes)

      807.9

      753.6

7.2%

Throughput ('000 TEU)

      122.6

      105.0

16.7%

Revenue (USD m)

        31.3

        30.8

1.6%

Yield (USD, Revenue per TEU)

      176.6

      180.6

(2.2%)

Yield (USD, Revenue per tonnes)

          6.9

          9.2

(25.0%)

Segmental EBITDA (USD m)

           22.1

           21.0

4.9%

Segmental EBITDA Margin

70.6%

68.4%

220bps

       % of Group's total revenue

62.8%

58.3%

450bps

       % of Group's total EBITDA

68.6%

60.6%

790bps

Capital expenditures (USD m)

          7.5

          5.4

39.2%

 

 

 

 

Port Akdeniz- Antalya

 

 

 

General & Bulk Cargo ('000)

      738.2

      708.5

4.2%

Throughput ('000 TEU)

        98.1

        82.5

18.9%

Revenue (USD m)

        28.0

        26.0

7.4%

      Yield (USD, Revenue per TEU)

      198.2

      202.3

(2.0%)

      Yield (USD, Revenue per tonnes)

          6.5

          7.4

(12.3%)

Segmental EBITDA (USD m)

           21.4

        19.4

10.2%

Segmental EBITDA Margin

76.3%

74.4%

190bps

 

 

 

 

Port of Adria

 

 

 

General & Bulk Cargo ('000)

        69.7

        45.1

54.5%

Throughput ('000 TEU)

        24.5

        22.5

8.7%

Revenue (USD m)

          3.3

          4.7

(30.7%)

      Yield (USD, Revenue per TEU)

        90.2

      101.2

(10.8%)

      Yield (USD, Revenue per tonnes)

        11.3

        37.5

(70.0%)

Segmental EBITDA (USD m)

          0.7

          1.6

(57.7%)

Segmental EBITDA Margin

21.4%

35.0%

(1,360bps)

 

TEU throughput increased by 16.7% in H1 2017 YoY thanks to strong marble export at Port of Akdeniz. TEU yields softened slightly by 2.2% due to changes in TEU mix. General & bulk cargo volume was up 7.2% driven by new general cargo agreement signed at Port of Adria and growth in cement exports in Antalya. Due to lower volumes of project cargo in H1 the yield decreased to USD 6.9 from USD 9.2 last year.

 

Revenue growth was below volume growth mainly due to lower project cargo volumes as well as a weaker Euro (on average compared to first half 2016) resulting in lower reported revenues from the Euro denominated Port of Adria. Segmental EBITDA for the Commercial business was USD 22.1m in H1 2017, up 4.9% on H1 2016, translating into c.220bps improvement in Segmental EBITDA margin. The improvement was driven by an increase in high-margin TEU business, increased operational efficiencies and a favorable currency environment in Turkey.

 

 

 

 

 

 

Group Financial Performance

Capital Expenditure

Capital Expenditure for H1 2017 was USD 10.6m, primarily to fund the modernisation programme at Port of Adria (investment in equipment and machinery) completed in H1 2017, and renovation works for Ege Port's shopping mall.

 

Debt Profile

Net debt at 30 June 2017 decreased to USD 215m from USD 284m at 2016YE mainly due to net IPO proceeds of USD 73m and the collection of related party loans of USD 27.7m. The Group's Net Debt to EBITDA ratio of 2.9x is in line with GPH's financial policy as communicated during the IPO process. The Leverage Ratio as per the Eurobond issued by Global Liman Isletmerleri A.S. (100% subsidiary of GPH) is 4.7x versus a covenant of 5.0x.

 

Liquidity and Funding (IPO)

·     Global Ports Holding Listed on the London Stock Exchange in May 2017

·     Offer Price: 740 pence per GPH share

·     Offer size: USD 207m (including USD 7m over-allotment option)

·     Free float of 34.37% while GIH and EBRD hold 60.60% and 5.03% respectively

·     The Group raised net primary proceeds of USD 73m which will be used to develop and expand the Group's Cruise business

 

Capital Reduction

As of July 2017, the nominal value of each of the ordinary shares in the capital of GPH has been reduced from £5.00 to £0.01. While the total equity of GPH remains unchanged, this reduction of capital has created distributable reserves of USD 427.0m.

      

Dividends

In line with GPH's dividend policy communicated in its IPO process, GPH's Board of Directors has approved an interim dividend for the first half 2017 of GBP 21.6p per share. This will be paid on 29 September 2017 to shareholders on the register on 1 September 2017.

 

Principal risks and uncertainties

The principal risks and uncertainties to which the Group is exposed are the same as those disclosed in the prospectus relating to Global Ports Holding PLC dated 2 May 2017 available on GPH's website.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Global Ports Holdings PLC

 

Interim condensed consolidated financial statements

 

For the six months ended 30 June 2017

 

 

 

 

 

 

 

 

 

 

 

Contents

 

Responsibility Statement                                                                                                             

13

Independent Review Report to Global Ports Holding PLC

14

Primary Statements

 

Interim condensed consolidated income statement

15

Interim condensed consolidated statement of other comprehensive income

16

Interim condensed consolidated statement of financial position

17

Interim condensed consolidated statement of changes in equity

18

Interim condensed consolidated cash flow statement

21

Notes to the condensed financial statements

22-41

 

 

 

 

 

 

Responsibility Statement

 

 

We confirm that to the best of our knowledge:

 

a)     The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting';

 

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

c)     The interim management report includes a fair review of the information required by DTR 2.2.8R (disclosure of related parties' transactions and changes therein).

 

By order of the Board,

 

 

Chief Financial Officer

Ferdag Ildir

19 August 2017

 

 

 

 

Independent Review Report Global Ports Holding PLC

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 which comprises the interim condensed consolidated income statement, the interim condensed statement of other comprehensive income, the interim condensed consolidated statement of financial position, the interim condensed consolidated statement of changes in equity, the interim condensed consolidated cash flow statement and related notes 1 to 19. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board.  Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2a, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union.  The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Deloitte LLP

Statutory Auditor

London, United Kingdom

19 August 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(USD '000)

Notes

 

Six months ended

30 June 2017

(Unaudited)

 

Six months ended

30 June 2016

(Unaudited)

 

Year ended

31 December 2016

 (Audited)

 

 

 

 

 

 

 

 

Revenue

5

 

49,747

 

52,742

 

114,869

Cost of sales

5

 

(35,810)

 

(35,978)

 

(72,083)

Gross profit

 

 

13,937

 

16,764

 

42,786

 

 

 

 

 

 

 

 

Other income

 

 

698

 

374

 

475

Selling and marketing expenses

 

 

(435)

 

(500)

 

(808)

Administrative expenses

6

 

(6,436)

 

(7,442)

 

(16,204)

Other expenses

 

 

(4,328)

 

(1,831)

 

(5,508)

Operating profit

 

 

3,436

 

7,365

 

20,741

 

 

 

 

 

 

 

 

Finance income

7

 

5,954

 

4,201

 

17,511

Finance costs

7

 

(16,837)

 

(14,667)

 

(35,272)

Net finance costs

 

 

(10,883)

 

(10,466)

 

(17,761)

 

 

 

 

 

 

 

 

Share of profit of equity-accounted investees

 

 

915

 

760

 

2,219

 

 

 

 

 

 

 

 

 (Loss) / Profit before tax

 

 

(6,532)

 

(2,341)

 

5,199

 

 

 

 

 

 

 

 

Tax (expense)/benefit

10

 

(207)

 

2,760

 

(925)

 

 

 

 

 

 

 

 

(Loss) / Profit for the period / year

 

 

(6,739)

 

419

 

4,274

 

 

 

 

 

 

 

 

(Loss) / Profit for the period / year attributable to:

 

 

 

 

 

 

 

Owners of the Company

 

 

(6,408)

 

(218)

 

2,208

Non-controlling interests

 

 

(331)

 

637

 

2,066

 

 

 

(6,739)

 

419

 

4,274

 

 

 

      

(USD '000)

Notes

 

Six months ended

30 June 2017

(Unaudited)

 

Six months ended

30 June 2016

(Unaudited)

 

Year ended

31 December 2016

 (Audited)

 

 

 

 

 

 

 

 

Other comprehensive income

 

 

 

 

 

 

 

Items that will not be reclassified subsequently

to profit or loss

 

 

 

 

 

 

 

Remeasurement of defined benefit liability

 

 

(2)

 

4

 

50

Income tax relating to items that will not be reclassified subsequently to profit or loss

 

 

--

 

(1)

 

(10)

 

 

 

(2)

 

3

 

40

Items that may be reclassified subsequently

to profit or loss

 

 

 

 

 

 

 

Foreign currency translation differences

 

 

15,883

 

3,973

 

25,200

Cash flow hedges - effective portion of changes in fair value

 

 

282

 

(578)

 

(247)

Movement on net investment hedges

 

 

983

 

1,124

 

(59,569)

Income tax relating to items that may be reclassified subsequently to profit or loss

 

 

(267)

 

(80)

 

11,975

 

 

 

16,881

 

4,439

 

(22,641)

Other comprehensive income / (loss) for the period / year, net of income tax

 

 

16,879

 

4,442

 

(22,601)

Total comprehensive income / (loss) for the period / year

 

 

10,140

 

4,861

 

(18,327)

 

 

 

 

 

 

 

 

Total comprehensive income/(loss) attributable to:

 

 

 

 

 

 

 

Owners of the Company

 

 

4,015

 

2,556

 

(17,799)

Non-controlling interests

 

 

6,125

 

2,305

 

(528)

 

 

 

10,140

 

4,861

 

(18,327)

 

 

 

 

 

 

 

 

Basic and diluted (loss) / earnings per share

(cents per share)

15

 

(11.3)

 

(0.4)

 

4.0

 

 

   Notes

 

As at

 30 June 2017

(USD '000)

(Unaudited)

 

As at

31 December 2016

(USD '000)

(Audited)

 

As at

30 June 2016

(USD '000)

(Unaudited)

Non-current assets

 

 

 

 

 

 

 

Property and equipment

8

 

129,151

 

115,765

 

121,621

Intangible assets

9

 

430,358

 

426,081

 

452,117

Goodwill

 

 

15,716

 

14,515

 

12,860

Equity-accounted investees

 

 

19,497

 

17,168

 

13,613

Deferred tax assets

 

 

2,947

 

3,047

 

5,052

Other non-current assets

 

 

8,199

 

11,420

 

12,969

 

 

 

605,868

 

587,996

 

618,232

Current assets

 

 

 

 

 

 

 

Trade and other receivables

 

 

16,972

 

11,922

 

13,517

Due from related parties

17

 

3,042

 

31,501

 

37,945

Other investments

 

 

14,806

 

14,602

 

14,113

Other current assets

 

 

6,894

 

6,263

 

8,350

Income tax receivable

 

 

--

 

1,505

 

1,581

Prepaid taxes

 

 

1,210

 

1,815

 

29

Cash and cash equivalents

11

 

124,400

 

44,310

 

44,862

 

 

 

167,324

 

111,918

 

120,397

Total assets

 

 

773,192

 

699,914

 

738,629

 

 

 

 

 

 

 

 

Current liabilities

Loans and borrowings

13

 

47,008

 

43,659

 

38,303

Other financial liabilities

 

 

--

 

140

 

537

Trade and other payables

 

 

16,510

 

14,463

 

16,924

Due to related parties

17

 

555

 

581

 

407

Current tax liabilities

 

 

2,509

 

1,814

 

2,520

Provisions

14

 

866

 

1,199

 

606

 

 

 

67,448

 

61,856

 

59,297

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

Loans and borrowings

13

 

307,547

 

299,020

 

309,881

Other financial liabilities

 

 

3,093

 

2,524

 

2,363

Derivative financial liabilities

18

 

932

 

1,131

 

1,549

Deferred tax liabilities

 

 

98,386

 

97,173

 

101,571

Provisions

14

 

17,373

 

14,858

 

15,190

Employee benefits

 

 

970

 

1,287

 

1,530

 

 

 

428,301

 

415,993

 

432,084

Total liabilities

 

 

495,749

 

477,849

 

491,381

Net assets

 

 

277,443

 

222,065

 

247,248

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

Share capital

12

 

405,297

 

33,836

 

33,836

Share premium account

12

 

22,543

 

54,539

 

54,539

Legal reserves

12

 

13,012

 

12,424

 

11,724

Hedging and translation reserves

 

 

7,482

 

(2,944)

 

19,874

Merger reserves

 

 

(266,430)

 

--

 

--

Retained earnings

 

 

9,841

 

43,622

 

41,859

Equity attributable to equity holders of the Company

 

 

191,745

 

141,477

 

161,832

Non-controlling interests

 

 

85,698

 

80,588

 

85,416

Total equity

 

 

277,443

 

222,065

 

247,248

Share capital

12

 

405,297

 

33,836

 

33,836

 

(USD '000)

Notes

 

Share capital

Share premium

Legal

 reserves

Hedging reserves

Translation reserves

Merger reserves

Retained earnings

 

 

Total

Non-controlling interests

 

 

Total

equity

Balance at 1 January 2017 (Audited)

 

33,836

54,539

12,424

(122,708)

119,764

--

43,622

141,477

80,588

222,065

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

 

--

--

--

--

--

--

(6,408)

(6,408)

(331)

(6,739)

Other comprehensive income / (loss) for the year

 

--

--

--

998

9,428

--

(2)

10,424

6,455

16,879

Total comprehensive income / (loss) for the year

 

--

--

--

998

9,428

--

(6,410)

4,016

6,124

10,140

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners of the Company

 

 

 

 

 

 

 

 

 

 

 

Group restructuring

2(c)

320,969

(54,539)

--

--

--

(266,430)

--

--

--

--

Issuance of shares on IPO

 

50,492

22,543

--

--

--

--

--

73,035

--

73,035

Transfer to legal reserves

 

--

--

588

--

--

--

(588)

--

--

--

Dividends

12

--

--

--

--

--

--

(26,783)

(26,783)

(1,014)

(27,797)

Total contributions and distributions

 

371,461

(31,996)

588

--

--

(266,430)

(27,371)

46,252

(1,014)

45,238

Total transactions with owners of the Company

 

371,461

(31,996)

588

998

9,428

(266,430)

(33,781)

50,268

5,110

55,378

Balance at 30 June 2017 (Unaudited)

 

405,297

22,543

13,012

(121,710)

129,192

(266,430)

9,841

191,745

85,698

277,443

 

 

 

(USD '000)

Notes

Share capital

Share premium

Legal

 reserves

Hedging

reserves

Translation reserves

Retained earnings

 

 

Total

Non-controlling interests

 

 

Total

equity

Balance at 1 January 2016 (Audited)

 

33,836

54,539

9,917

(74,867)

91,970

78,488

193,883

83,941

277,824

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

--

--

--

--

--

(218)

(218)

637

419

Other comprehensive income / (loss) for the year

 

--

--

--

466

2,305

3

2,774

1,668

4,442

Total comprehensive income / (loss) for the year

 

--

--

--

466

2,305

(215)

2,556

2,305

4,861

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners of the Company

 

 

 

 

 

 

 

 

 

 

Issue of share capital

 

 

 

 

 

 

 

 

 

 

Transfer to legal reserves

 

--

--

1,807

--

--

(1,807)

--

--

--

Dividends

 

--

--

--

--

--

(34,607)

(34,607)

(830)

(35,437)

Total contributions and distributions

 

--

--

1,807

--

--

(36,414)

(34,607)

(830)

(35,437)

Total transactions with owners of the Company

 

--

--

1,807

466

2,305

(36,629)

(32,051)

1,475

(30,576)

Balance at 30 June 2016 (Unaudited)

 

33,836

54,539

11,724

(74,401)

94,275

41,859

161,832

85,416

247,248

 

 

 

 

 

(USD '000)

Notes

Share capital

Share premium

Legal

 reserves

Hedging reserves

Translation reserves

Retained earnings

 

 

Total

Non-controlling interests

 

 

Total

equity

Balance at 1 January 2016 (Audited)

 

33,836

54,539

9,917

(74,867)

91,970

78,488

193,883

83,941

277,824

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

--

--

--

--

--

2,208

2,208

2,066

4,274

Other comprehensive income / (loss) for the year

 

--

--

--

(47,841)

27,794

40

(20,007)

(2,594)

(22,601)

Total comprehensive income / (loss) for the year

 

--

--

--

(47,841)

27,794

2,248

(17,799)

(528)

(18,327)

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners of the Company

 

 

 

 

 

 

 

 

 

 

Transfer to legal reserves

 

--

--

2,507

--

--

(2,507)

--

--

--

Dividends

12

--

--

--

--

--

(34,607)

(34,607)

(3,010)

(37,617)

Total contributions and distributions

 

--

--

2,507

--

--

(37,114)

(34,607)

(3,010)

(37,617)

Changes in ownership interests

 

 

 

 

 

 

 

 

 

 

Acquisition of subsidiary

 

--

--

--

--

--

--

--

185

185

Total changes in ownership interests

 

--

--

--

--

--

--

--

185

185

Total transactions with owners of the Company

 

--

--

2,507

(47,841)

27,794

(34,866)

(52,406)

(3,353)

(55,759)

Balance at 31 December 2016 (Audited)

 

33,836

54,539

12,424

(122,708)

119,764

43,622

141,477

80,588

222,065

 

 

 

 

 

 

 

 

Notes

 Six months ended 30 June 2017

(USD '000)

(Unaudited)

 Six months ended 30 June 2016

(USD '000)

(Unaudited)

Year ended 31 December 2016

(USD '000)

(Audited)

Cash flows from operating activities

 

 

 

 

(Loss) / Profit for the year

 

(6,739)

419

4,274

Adjustments for:

 

 

 

 

Depreciation and amortisation expense

8, 9

20,326

20,331

40,556

Share of profit of equity-accounted investees, net of tax

 

(915)

(760)

(2,219)

Finance costs (excluding foreign exchange differences)

 

12,918

13,250

27,237

Finance income (excluding foreign exchange differences)

 

(1,415)

(2,053)

(3,922)

Foreign exchange differences on finance costs and income, net

 

(620)

(732)

(5,553)

Income tax expense / (benefit)

10

207

(2,760)

925

Employment termination indemnity reserve

 

144

149

172

Provisional charges

 

1,306

1,400

3,740

Operating cash flow before changes in operating assets and liabilities

 

25,212

29,244

65,210

Changes in:

 

 

 

 

- trade and other receivables

 

(3,242)

(2,726)

(2,059)

- other current assets

 

1,616

(1,813)

(1,205)

- related party receivables

 

(7)

(8)

3

- other non-current assets

 

1,475

5,408

3,189

- trade and other payables

 

2,277

3,338

776

- related party payables

 

(299)

(271)

(53)

- provisions

 

(703)

(622)

(1,524)

Cash generated by operations before benefit and tax payments

26,329

32,550

64,337

Employee benefits paid

 

(44)

(119)

(229)

Income taxes paid

 

(2,824)

(840)

(4,478)

Net cash generated from operating activities

 

23,461

31,591

59,630

Investing activities

 

 

 

 

Acquisition of property and equipment

8

(10,035)

(6,093)

(8,296)

Advances given for PPE

 

(61)

(42)

(2,247)

Acquisition of intangible assets

9

(563)

(66)

(99)

Proceeds from sale of property and equipment

 

117

--

38

Financial investments

 

733

4,247

4,511

Interest received

 

286

319

600

Investment in equity-accounted investee

 

--

(5,803)

(8,576)

Acquisition of subsidiary (net)

 

--

--

(2,181)

Net cash used in investing activities

 

(9,523)

(7,438)

(16,250)

Financing activities

 

 

 

 

Net proceeds from issue of shares

2(c)

73,035

--

--

Repayment of related party loans

 

27,733

662

910

Advances under related party loans

 

275

(25)

295

Dividends paid to equity owners

12

(26,783)

(34,607)

(34,607)

Dividends paid to NCIs

12

(1,014)

(830)

(3,010)

Interest paid

 

(12,230)

(11,831)

(26,255)

Proceeds from borrowings

 

18,814

3,895

12,486

Repayments of borrowings

 

(13,146)

(8,145)

(17,608)

Net cash from / (used in) financing activities

 

66,684

(50,881)

(67,789)

Net increase / (decrease) in cash and cash equivalents

 

80,622

(26,728)

(24,409)

Effect of foreign exchange rate changes on cash and cash equivalents

 

1,252

(5,884)

(10,279)

Cash and cash equivalents at beginning of year

11

38,356

73,044

73,044

Cash and cash equivalents at end of year

11

120,230

40,432

38,356

 

1                   General information

 

Global Ports Holding PLC is a public company incorporated in the United Kingdom and registered in England and Wales under the Companies Act 2006. The address of the registered office is 100 New Bridge Street, London EC4V 6JA, United Kingdom. Global Ports Holding PLC is the ultimate holding company of Global Liman Isletmeleri A.S. and its subsidiaries (the "Existing Group").

 

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 June 2017 were authorised for issue in accordance with a resolution of the directors on 19 August 2017.

 

On 17 May 2017, the Group completed the initial public offering ("IPO") of its ordinary shares and was admitted to the standard listing segment of the Official List of the Financial Conduct Authority ("FCA") and is trading on the main market of the London Stock Exchange.

 

2                   Accounting policies

 

a)   Basis of preparation

 

The annual financial statements of Global Ports Holding PLC are prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The condensed set of 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 European Union 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 historical financial information available in Part XX of prospectus relating to Global Ports Holding PLC dated 2 May 2017 (the "Prospectus") available on the Company website.

 

The financial information contained in this report for the six months ended 30 June 2016 and 30 June 2017 is unaudited. The interim condensed consolidated income statement and other comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, and the condensed consolidated statement of cash flows for the six months ended 30 June 2017 have been reviewed by the auditor. The information for the year ended 31 December 2016 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.

 

b)   Going concern

 

The Directors have assessed the latest forecast future cash flows which indicate that the Group has sufficient resources to cover the Group's cash needs for at least twelve months after the date of approval of these interim financial statements. They are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future, and thus they continue to adopt the going concern basis of accounting in accordance with IAS 34 in preparing the interim financial statements.

 

c)   Accounting Policies

 

The accounting policies adopted in the preparation of the Group's interim condensed consolidated financial statements are consistent with those followed in the preparation of the historical financial information available in Part XX of the Prospectus available on the Company website.

 

The critical accounting judgements, estimates and assumptions made by management of the Group and applied in the accompanying interim condensed consolidated financial statements for the six months ended 30 June 2017 are consistent with those applied in the preparation of the historical financial information available in Part XX of the Prospectus, with the exception of those relating to the IPO as detailed here.

 

2                   Accounting Policies (continued)

 

c)   Accounting Policies (continued)

 

On 17 May 2017, immediately prior to the IPO, the Company became the parent company of the Group through the acquisition of the full share capital of Global Liman İşletmeleri A.Ş., in exchange for 55,000,000 £5 shares in the Company issued to the previous shareholders, pro rata to their previous interests in Global Liman İşletmeleri A.Ş. As of this date, the Company's share capital increased from £1 to £275,000 thousand (USD 354,805 thousand). From that point, in the consolidated financial statements, the share capital became that of GPH PLC. The previously recognised share capital of USD 33,836 thousand and share premium of USD 54,539 thousand was eliminated with a corresponding negative merger reserve recognized of USD 266,430 thousand.

 

As a common control transaction, this does not meet the definition of a business combination under IFRS 3 Business Combinations and as such, falls outside the scope of the standard. In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, guidance has been taken from alternative accounting frameworks, and the introduction of the Company as the parent of the Group has been accounted for in accordance with the group restructuring principles set out in FRS 102.

 

Also on 17 May 2017, the Group completed an IPO, achieving a standard listing on the London Stock Exchange. During the listing, an additional 7,826,962 £5 shares were issued for net proceeds of USD 73,035 thousand, giving additional share capital of USD 50,492 thousand and additional share premium of USD 22,543 thousand. Following the IPO, the Company had 62,826,963 £5 ordinary shares in issuance.

 

Post period end the Group undertook a capital reduction as described in Note 19.

 

The following standards are in issue but not yet adopted by the Group:

 

§ IFRS 9 Financial Instruments, effective from 1 January 2018

§ IFRS 15 Revenue from contracts with customers, effective from 1 January 2018

§ IFRS 16 Leases, effective from 1 January 2019

 

The Group is currently evaluating the impact of adopting these new accounting standards.

 

d)   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 it operates. 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)

 

d)   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 June 2017, 31 December 2016 and 30 June 2016, foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:

 

 

30 June 2017

31 December 2016

30 June 2016

TL/USD

0.2851

0.2842

0.3456

Euro/USD

1.1414

1.0542

1.1074

 

For the six months ended 30 June 2017, 30 June 2016 and for the year ended 31 December 2016, average foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:

 

 

Six months ended 30 June 2017

Six months ended 30 June 2016

Year ended 31 December 2016

TL/USD

0.2750

0.3426

0.3310

Euro/USD

1.0813

1.1160

1.1055

 

e)   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 include Segmental EBITDA or Adjusted EBITDA (as defined below).

 

Segmental EBITDA or Adjusted EBITDA, as calculated by the Group, is defined as earnings before interest, tax, depreciation and amortisation excluding the effects of exceptional and other non-cash 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 investees, which are fully integrated into GPH cruise port network.

 

Segmental EBITDA is the measure used by management to assess the trading performance of our businesses and is therefore the measure of segmental performance that the Group presents under IFRS.

 

Segmental EBITDA is presented because it eliminates potential differences in performance caused by variations in capital structures (affecting net finance costs), tax positions (such as the availability of net operating losses against which to relieve taxable profits), the cost and age of tangible assets (affecting relative depreciation expense) and the extent to which intangible assets are identifiable (affecting relative amortisation expense).

 

Segmental EBITDA is also adjusted for exceptional and other non-cash items because they are considered to hinder comparison of the trading performance of the Group's businesses either year-on-year or with other businesses.

 

Adjusted EBITDA or Segmental EBITDA is reconciled to profit before income tax in Note 3.

 

 

 

3                   Segment reporting

 

a)     Products and services from which reportable segments derive their revenues

 

The Group operates various cruise and commercial ports and all revenue is generated from external customers such as cruise liners, ferries, yachts, individual passengers, container ships and bulk and general cargo ships.

 

b)     Reportable segments

 

Operating segments are defined as components of an enterprise for which discrete financial information is available, that is evaluated regularly by the chief operating decision-maker, in deciding how to allocate resources and assessing performance.

 

The Group has identified each port 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. 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.

 

The CEO evaluates segmental performance on the basis of earnings before interest, tax, depreciation and amortization ("EBITDA") excluding the effects of exceptional and other non-cash 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 investees which is fully integrated into the 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 Company 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:

§ Barcelona Port Investments SL ("BPI"), Valletta Cruise Port Plc ("VCP"), Ege Liman İşletmeleri A.Ş. ("Ege Liman"), Bodrum Liman İşletmeleri A.Ş. ("Bodrum Liman"), Ortadoğu Antalya Liman İşletmeleri A.Ş. ("Ortadoğu" or "Akdeniz"), Port Operation Holding Srl ("POH"), Lisbon Cruise Terminals LDA ("Port of Lisbon" or "LCT"), SATS - Creuers Cruise Services Pte. Ltd. ("Singapore Cruise Port"), Venezia Investimenti Srl. ("Venice Investment" or "Venice Cruise Port") and La Spezia Cruise Facility Srl. ("La Spezia") which fall under the Group's cruise port operations.

§ Ortadoğu (Commercial port operations) and Port of Container Terminal and General Cargo ("Port of Adria" or "Port of Bar") which both fall under the Group's commercial port operations.

 

The Group's reportable segments under IFRS 8 are BPI, VCP, Ege Liman, Ortadoğu Liman (Commercial port operations) and Port of Adria. Segments that do not exceed the quantitative thresholds for reporting information about operating segments have been included in Other.

 

Ravenna Terminal Passenger ("Ravenna"), Cagliari Terminal Passenger Srl ("Cagliari") and Catania Terminal Passenger Srl ("Catania") (consolidated under POH) were acquired at the end of 2016, therefore they did not generate any revenue for the Group in 2016.

 

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. Unallocated comprises holding company related items.

 

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:

 

USD '000

BPI

VCP

Ege Liman

Other

Total Cruise

Ortadoğu Liman

Port of Adria

Total Commercial

Total

Six months ended 30 June 2017 (Unaudited)

 

 

 

 

 

 

 

 

 

Revenue

9,957

5,170

1,728

1,638

18,493

27,987

3,267

31,254

49,747

Adjusted EBITDA

5,357

2,558

970

1,250

10,135

21,367

698

22,065

32,200

Reconciliation to profit before tax

 

 

 

 

 

 

 

 

 

Depreciation and amortisation expenses

 

 

 

 

 

 

 

 

(20,326)

Exceptional & other non-cash items (*)

 

 

 

 

 

 

 

 

(5,270)

Unallocated expenses

 

 

 

 

 

 

 

 

(2,253)

Finance income

 

 

 

 

 

 

 

 

5,954

Finance costs

 

 

 

 

 

 

 

 

(16,837)

(Loss) / profit before income tax

 

 

 

 

 

 

 

 

(6,532)

Six months ended 30 June 2016 (Unaudited)

 

 

 

 

 

 

 

 

 

Revenue

10,121

5,189

5,818

853

21,981

26,047

4,714

30,761

52,742

Adjusted EBITDA

5,899

2,392

4,269

1,100

13,660

19,384

1,649

21,033

34,693

Reconciliation to profit before tax

 

 

 

 

 

 

 

 

 

Depreciation and amortisation expenses

 

 

 

 

 

 

 

 

(20,331)

Exceptional & other non-cash items(*)

 

 

 

 

 

 

 

 

(4,036)

Unallocated expenses

 

 

 

 

 

 

 

 

(2,201)

Finance income

 

 

 

 

 

 

 

 

4,201

Finance costs

 

 

 

 

 

 

 

 

(14,667)

(Loss) / profit before income tax

 

 

 

 

 

 

 

 

(2,341)

Year ended 31 December 2016 (Audited)

 

 

 

 

 

 

 

 

 

Revenue

27,113

11,838

11,650

3,034

53,635

53,351

7,883

61,234

114,869

Adjusted EBITDA

18,032

5,859

8,976

4,050

36,917

41,288

2,728

44,016

80,933

Reconciliation to profit before tax

 

 

 

 

 

 

 

 

 

Depreciation and amortisation expenses

 

 

 

 

 

 

 

 

(40,556)

Exceptional & other non-cash items(*)

 

 

 

 

 

 

 

 

(12,406)

Unallocated expenses

 

 

 

 

 

 

 

 

(5,011)

Finance income

 

 

 

 

 

 

 

 

17,511

Finance costs

 

 

 

 

 

 

 

 

(35,272)

Profit / (loss) before income tax

 

 

 

 

 

 

 

 

5,199

 

3       Segment reporting (continued)

 

b)     Reportable segments (continued)

 

(*) As of 30 June 2017, exceptional and other non-cash items comprising project expenses amounting to USD 4,317 thousand (30 June 2016: USD 2,209 thousand, 31 December 2016: USD 5,306 thousand), employee termination expenses amounting to USD 179 thousand (30 June 2016: USD 187 thousand, 31 December 2016: USD 1,758 thousand), other provisions reversed amounting to a gain of USD 811 thousand (30 June 2016: a loss of USD 78 thousand, 31 December 2016: a loss of USD 853 thousand), replacement provision expenses amounting USD 1,278 thousand (30 June 2016: USD 1,210 thousand, 31 December 2016: USD 2,600 thousand) and other expenses consists of donations, insurance, commissions amounting to USD 312 thousand (30 June 2016: USD 352 thousand, 31 December 2016: USD 1,889 thousand).

 

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:

 

USD '000

BPI

VCP

Ege Liman

Other

Total Cruise

Ortadoğu Liman

Port of Adria

Total Commercial

Total

30 June 2017 (Unaudited)

 

 

 

 

 

 

 

 

 

Segment assets

160,027

104,783

61,599

12,196

338,605

260,385

68,454

328,839

667,444

Equity-accounted investees

--

--

--

19,497

19,497

--

--

--

19,497

Unallocated assets

 

 

 

 

 

 

 

 

86,249

Total assets

 

 

 

 

 

 

 

 

773,190

 

 

 

 

 

 

 

 

 

 

Segment liabilities

97,001

36,510

14,316

4,063

151,890

60,725

8,485

69,210

221,100

Unallocated liabilities

 

 

 

 

 

 

 

 

274,584

Total liabilities

 

 

 

 

 

 

 

 

495,684

31 December 2016 (Audited)

 

 

 

 

 

 

 

 

 

Segment assets

146,068

101,804

53,066

11,713

312,651

250,527

59,127

309,654

622,305

Equity-accounted investees

--

--

--

17,168

17,168

--

--

--

17,168

Unallocated assets

 

 

 

 

 

 

 

 

60,441

Total assets

 

 

 

 

 

 

 

 

699,914

 

 

 

 

 

 

 

 

 

 

Segment liabilities

88,696

35,075

12,942

3,192

139,905

50,840

9,630

60,470

200,375

Unallocated liabilities

 

 

 

 

 

 

 

 

277,474

Total liabilities

 

 

 

 

 

 

 

 

477,849

30 June 2016 (Unaudited)

 

 

 

 

 

 

 

 

 

Segment assets

169,914

98,704

71,523

8,815

348,956

266,857

61,370

328,227

677,183

Equity-accounted investees

--

--

--

13,613

13,613

--

--

--

13,613

Unallocated assets

 

 

 

 

 

 

 

 

47,833

Total assets

 

 

 

 

 

 

 

 

738,629

 

 

 

 

 

 

 

 

 

 

Segment liabilities

97,357

39,154

13,982

1,095

151,588

49,440

9,400

58,840

210,428

Unallocated liabilities

 

 

 

 

 

 

 

 

280,952

Total liabilities

 

 

 

 

 

 

 

 

491,380

3       Segment reporting (continued)

 

b)     Reportable segments (continued)

 

(iii)         Other segment information

 

The following table details other segment information for the:

 

USD '000

BPI

VCP

Ege Liman

Other

Total Cruise

Ortadoğu Liman

Port of Adria

Total Commercial

Unallocated

Total

Six months ended 30 June 2017 (Unaudited)

 

 

 

 

 

 

 

 

 

 

Depreciation and amortisation expenses

(5,171)

(1,185)

(1,260)

(1,000)

(8,616)

(10,491)

(1,148)

(11,639)

(71)

(20,326)

Additions to non-current assets (*)

 

 

 

 

 

 

 

 

 

 

- Capital expenditures

80

268

4,166

201

4,715

1,577

5,952

7,529

283

12,527

Total additions to non-current assets (*)

80

268

4,166

201

4,715

1,577

5,952

7,529

283

12,527

Six months ended 30 June 2016 (Unaudited)

 

 

 

 

 

 

 

 

 

 

Depreciation and amortisation expenses

(5,333)

(1,322)

(1,170)

(927)

(8,752)

(10,447)

(1,099)

(11,546)

(33)

(20,331)

Additions to non-current assets (*)

 

 

 

 

 

 

 

 

 

 

- Capital expenditures

60

1,655

619

4

2,338

869

2,913

3,782

40

6,160

Total additions to non-current assets (*)

60

1,655

619

4

2,338

869

2,913

3,782

40

6,160

Year ended 31 December 2016 (Audited)

 

 

 

 

 

 

 

 

 

 

Depreciation and amortisation expenses

(10,572)

(2,356)

(2,543)

(2,205)

(17,676)

(20,589)

(2,177)

(22,766)

(114)

(40,556)

Additions to non-current assets (*)

 

 

 

 

 

 

 

 

 

 

- Capital expenditures

126

1,960

1,255

4

3,345

1,400

4,009

5,409

261

9,015

- Other

--

--

--

--

--

--

--

--

2,110

2,110

Total additions to non-current assets (*)

126

1,960

1,255

4

3,345

1,400

4,009

5,409

2,371

11,125

 

(*) Non-current assets exclude those relating to deferred tax assets and financial instruments (including equity-accounted investees).

 

 

 

 

3       Segment reporting (continued)

 

b)      Reportable segments (continued)

4                  

5                   (iv) Geographical information

6                   Operational ports and management offices are primarily in Turkey, Montenegro, Spain and Singapore. The geographic information below analyses the Group's revenue and non-current assets by the Company's country of domicile and other countries. In presenting the following information, segment revenue has been based on the geographic location of port operations and segment non-current assets has been based on the geographic location of the assets.

 

Revenue

Six months ended

30 June 2017

(USD '000)

(Unaudited)

 

Six months ended

30 June 2016

(USD '000)

(Unaudited)

 

Year ended

31 December 2016

(USD '000)

(Audited)

Turkey

30,551

 

32,718

 

68,034

All foreign countries

19,196

 

20,024

 

46,835

Montenegro

3,267

 

4,714

 

7,884

Malta

5,170

 

5,189

 

11,838

Spain

9,957

 

10,121

 

 

Italy

802

 

--

 

27,113

 

49,747

 

52,742

 

114,869

Non-current assets

As at

 30 June 2017

(USD '000)

(Unaudited)

 

As at

31 December

2016

(USD '000)

(Audited)

 

As at

 30 June 2016

(USD '000)

(Unaudited)

 

Turkey

274,006

 

280,549

 

295,367

 

All foreign countries

309,418

 

287,224

 

304,200

 

Spain

143,604

 

137,601

 

149,772

 

Malta

96,810

 

90,321

 

95,613

 

Montenegro

65,490

 

56,094

 

58,815

 

Italy

3,514

 

3,208

 

--

 

 

583,424

 

567,773

 

599,567

 

                 

1                   Non-current assets exclude those relating to deferred tax assets and financial instruments (including equity-accounted investees).

2                   (v) Information about major customers

The Group did not have a single customer that accounted for more than 10% of the Group's consolidated net revenues in any of the periods presented.

 

 

4                   Seasonality of Revenue

 

Sales from the Cruise business are more heavily weighted towards the second half of the calendar year with, on average, approximately 65% of annual sales arising during the July to December period for the last three years. In 2016, 41% of the Group's full year revenue fell in the first six months, 36% in 2015 and 25% in 2014. 

 

5                   Revenue and cost of sales

 

Revenue

Revenue comprised the following:

 

 

Six months ended 30 June 2017

(USD '000)

(Unaudited)

 

Six months ended 30 June 2016

 (USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

Container revenue

21,539

 

19,217

 

39,529

Landing fees

11,757

 

11,800

 

31,148

Port service revenue

5,292

 

7,622

 

14,458

Rental income

4,608

 

6,107

 

13,544

Cargo revenue

5,703

 

6,922

 

13,452

Income from duty free

300

 

317

 

1,068

Domestic water sales

362

 

367

 

973

Other revenue

186

 

390

 

697

Total

49,747

 

52,742

 

114,869

 

 

 

5                    Revenue and cost of sales (continued)

 

Cost of sales

Cost of sales comprised the following:

 

Six months ended 30 June 2017

(USD '000)

(Unaudited)

 

Six months ended 30 June 2016

 (USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

Depreciation and amortisation expenses

18,819

 

18,734

 

37,575

Personnel expenses

6,268

 

6,679

 

13,789

Shopping mall expenses

1,220

 

1,369

 

3,360

Commission fees to government authorities and pilotage expense

2,032

 

2,250

 

3,204

Subcontractor crane and container service expenses

1,619

 

1,443

 

2,783

Security expenses

808

 

726

 

1,866

Repair and maintenance expense

805

 

786

 

1,716

Insurance expenses

511

 

572

 

1,102

Energy usage expenses

372

 

397

 

786

Fuel expenses

384

 

310

 

642

Freshwater expenses

259

 

237

 

601

Container transportation expenses

521

 

290

 

600

Waste removal expenses

65

 

41

 

215

Tugboat rent expenses

4

 

277

 

200

Port rental expenses

389

 

112

 

154

Expenses in relation to replacement provisions

989

 

978

 

1,939

Other expenses

745

 

777

 

1,551

Total

35,810

 

35,978

 

72,083

 

6                             Administrative expenses

Administrative expenses comprised the following:

 

 

Six months ended 30 June 2016

 (USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

Personnel expenses

1,724

 

2,561

 

5,591

Depreciation and amortisation expenses

1,507

 

1,597

 

2,981

Consultancy expenses

932

 

1,104

 

2,879

Legal fees

735

 

382

 

882

Taxes other than on income

513

 

492

 

732

Travelling expenses

283

 

387

 

687

Allowance for doubtful receivables

(300)

 

76

 

680

IT expenses

87

 

96

 

260

Communication expenses

123

 

121

 

252

Vehicle expenses

74

 

83

 

154

Stationery expenses

62

 

48

 

115

Office operating expenses

48

 

40

 

92

Rent expenses

31

 

39

 

70

Repair and maintenance expenses

19

 

26

 

50

Other expenses (*)

 

390

 

779

Total

6,436

 

7,442

 

16,204

 

(*) USD 221 thousand of other expenses are related to legal provisions in the period ending 30 June 2017.

 

 

7                   Finance income and costs

 

Finance income comprised the following:

 

Finance income

Six months ended 30 June 2017

(USD '000)

(Unaudited)

 

Six months ended 30 June 2016

 (USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

Foreign exchange gains on loans and borrowings

9

 

7

 

13

Other foreign exchange gains

4,530

 

2,141

 

13,577

Interest income on marketable securities (*)

936

 

1,120

 

1,928

Interest income on related parties

179

 

272

 

891

Interest income on banks and others

271

 

303

 

568

Gain on sale of marketable securities

--

 

342

 

408

Interest income from housing loans

15

 

16

 

32

Other income

14

 

--

 

94

Total

5,954

 

4,201

 

17,511

               

 

(*) Interest income on marketable securities comprises the interest income earned from the Global Yatırım Holding's bonds during the period / year. Global Yatırım Holding is the ultimate controlling party of the Group.

 

The income from financial instruments within the category loans and receivables is USD 1,401 thousand (30 June 2016: USD 1,711 thousand, 31 December 2016: USD 3,419 thousand). Income from financial instruments within the category fair value through profit and loss is nil (30 June 2016: nil, 31 December 2016: nil).

 

Finance costs comprised the following:

 

Finance costs

Six months ended 30 June 2017

(USD '000)

(Unaudited)

 

Six months ended 30 June 2016

 (USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

Interest expense on loans and borrowings

12,126

 

12,383

 

26,153

Foreign exchange losses on loans and borrowings

1,190

 

456

 

4,793

Other foreign exchange losses

2,729

 

960

 

3,244

Other interest expenses

128

 

182

 

435

Letter of guarantee commission expenses

101

 

10

 

14

Loan commission expenses

79

 

--

 

53

Loss on sale of marketable securities

--

 

2

 

3

Unwinding of provisions during the year

289

 

232

 

 528

Other costs

195

 

442

 

49

Total

16,837

 

14,667

 

35,272

 

 

The interest expense for financial liabilities not classified as fair value through profit or loss is USD 12,254 thousand (30 June 2016: USD 12,565 thousand, 31 December 2016: USD 26,588 thousand).

 

 

8                             Property and equipment

 

During the period, the Group spent approximately USD 3,871 thousand on shopping mall renovations in Ege Ports, USD 5,679 thousand on a mobile harbor crane in Port of Adria and USD 673 thousand on enhancements to superstructure and USD 511 thousand on machinery in order to increase efficiency in operations.

 

A summary of the movements in the net book value of property and equipment for the 6-month period is as follows:

 

 

 

Six months ended 30 June 2017

(USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

 

Six months ended 30 June 2016

(USD '000)

(Unaudited)

Net book value as at 1 January

 

115,765

 

119,771

 

119,771

Additions

 

11,964

 

8,916

 

6,093

Disposals

 

(117)

 

(537)

 

--

Depreciation

 

(5,234)

 

(10,199)

 

(5,110)

Acquisition through business combination

 

--

 

939

 

--

Currency translation differences

 

6,773

 

(3,125)

 

867

Net book value as at 30 June

 

129,151

 

115,765

 

121,621

 

9                   Intangible assets

 

A summary of the movements in the net book value of intangible assets for the 6-month period is as follows:

 

 

 

Six months ended 30 June 2017

(USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

 

Six months ended 30 June 2016

(USD '000)

(Unaudited)

Net book value as at 1 January

 

426,081

 

462,277

 

462,277

Additions

 

563

 

597

 

66

Acquisition through business combination

 

--

 

137

 

--

Amortization

 

(15,092)

 

(30,357)

 

(15,221)

Currency translation differences

 

18,806

 

(6,573)

 

4,995

Net book value as at 30 June

 

430,358

 

426,081

 

452,117

 

The details of the principal port operation rights for the six months ended 30 June 2017, year ended 31 December 2016 and six months ended 30 June 2016 are as follows:

 

 

As at 30 June 2017

As at 31 December 2016

As at 30 June 2016

USD '000

Carrying Amount

Remaining Amortisation Period

Carrying Amount

Remaining Amortisation Period

Carrying Amount

Remaining Amortisation Period

Barcelona Ports Investment

140,341

156 months

134,461

162 months

146,336

168 months

Valletta Cruise Port

65,823

593 months

61,409

599 months

65,155

606 months

Port of Adria

22,089

318 months

20,786

324 months

22,240

330 months

Port Akdeniz

185,750

134 months

194,067

140 months

202,384

146 months

Ege Ports

13,277

189 months

12,646

195 months

13,508

201 months

Bodrum Cruise Port

788

21 months

839

27 months

986

33 months

 

428,068

 

424,208

 

450,609

 

 

 

 

 

10                           Taxation 

 

Income tax expense is recognised based on management's estimate of the average annual effective income tax rate for each relevant taxing jurisdiction and applied individually to the interim period pre-tax income of each jurisdiction.  The estimated average annual tax rate used for the year to 30 June 2017 is 12.13%, compared to 10.11% for the six months ended 30 June 2016. The lower tax rate in prior years was the result of growth in portfolio, newly acquired ports within Europe having higher effective tax rates compared to Turkish Ports and the comparative decrease in operations of Turkish Ports, increasing significance of European Ports in realisations.

 

 

Six months ended 30 June 2017

(USD '000)

(Unaudited)

 

Six months ended 30 June 2016

 (USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

Current income taxes

(3,388)

 

(1,438)

 

(5,500)

Deferred income taxes

3,181

 

4,198

 

4,575

Total

(207)

 

2,760

 

(925)

 

11                 Cash and cash equivalents

 

 

Six months ended 30 June 2017

(USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

 

Six months ended 30 June 2016

(USD '000)

(Unaudited)

Cash and cash equivalents

124,400

 

44,310

 

44,862

Total

124,400

 

44,310

 

44,862

 

Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with a maturity at inception of three months or less. The carrying amount of these assets approximates their fair value.

 

 

Six months ended 30 June 2017

(USD '000)

(Unaudited)

 

Year ended 31 December 2016

(USD '000)

(Audited)

 

Six months ended 30 June 2016

(USD '000)

(Unaudited)

Cash and cash equivalents per consolidated balance sheet

124,400

 

44,310

 

44,862

Less: Restricted cash

(4,170)

 

(5,954)

 

(4,430)

Cash and cash equivalents per consolidated cash flow statement

120,230

 

38,356

 

40,432

 

As at 30 June 2017, cash at bank amounting to USD 4,170 thousand (31 December 2016: USD 5,954 thousand, 30 June 2016: USD 4,430 thousand) is restricted due to bank loan guarantees and subscription guarantees.

 

 

 

12                 Capital and reserves

 

a) Share capital

 

On 17 May 2017, immediately prior to the IPO, the Company became the parent company of the Group through the acquisition of the full share capital of Global Liman İşletmeleri A.Ş., in exchange for 55,000,000 £5 shares in the Company issued to the previous shareholders. As of this date, the Company's share capital increased from £1 to £275,000 thousand (USD 354,805 thousand). From that point, in the consolidated financial statements, the share capital became that of GPH PLC. The previously recognised share capital of USD 33,836 thousand and share premium of USD 54,539 thousand was eliminated with a corresponding negative merger reserve recognised of USD 266,430 thousand.

 

Also on 17 May 2017, the Group completed an IPO, achieving a standard listing on the London Stock Exchange. During the listing, an additional 7,826,962 £5 shares were issued for net proceeds of USD 73,035 thousand, giving additional share capital of USD 50,492 thousand and additional share premium of USD 22,543 thousand. Following the IPO, the Company had 62,826,963 £5 ordinary shares in issuance.

 

Post period end, the Group undertook a capital reduction as described in Note 19.

 

b) Dividends

 

Dividend distributions are made by the Group in USD in accordance with its articles, after deducting taxes and setting aside the legal reserves.

In March 2017, the General Assembly of the Company decided to distribute a dividend of USD 26,783 thousand to its shareholders. Valetta Cruise Port distributed USD 1,014 thousand to other shareholders.

In March 2016, the General Assembly of the Existing Group decided to distribute a dividend of USD 34,607 thousand to its shareholders. Valetta Cruise Port distributed USD 819 thousand to other shareholders, and BPI distributed USD 2,191 thousand to RCCL.

13                 Loans and borrowings

 

Loans and borrowings comprised the following:

 

Short term loans and borrowings

As at

 30 June 2017

(USD '000)

(Unaudited)

 

As at

31 December

2016

(USD '000)

(Audited)

 

As at

30 June 2016

(USD '000)

(Unaudited)

Short term portion of Eurobond issued

19,333

 

19,340

 

19,333

Short term bank loans

4,708

 

9,068

 

2,834

-  TL loans

1,146

 

1,397

 

308

-  Foreign currency loans

3,562

 

7,671

 

2,526

Short term portion of long term bank loans

21,492

 

13,710

 

14,502

-  Turkish lira loans

314

 

--

 

--

-  Foreign currency loans

21,178

 

13,710

 

14,502

Finance lease obligations

1,475

 

1,541

 

1,634

Total

47,008

 

43,659

 

38,303

 

Long term loans and borrowings

As at

 30 June 2017

(USD '000)

(Unaudited)

 

As at

31 December

2016

(USD '000)

(Audited)

 

As at

30 June 2016

(USD '000)

(Unaudited)

Long term portion of Eurobonds issued

233,175

 

233,260

 

233,189

Long term bank loans

71,947

 

62,845

 

73,056

-  TL Loans

527

 

--

 

--

-  Foreign currency loans

71,420

 

62,845

 

73,056

Finance lease obligations

2,425

 

2,915

 

3,636

Total

307,547

 

299,020

 

309,881

 

 

14                           Provisions

Non-current

As at

 30 June 2017

(USD '000)

(Unaudited)

 

As at

31 December

2016

(USD '000)

(Audited)

 

As at

30 June 2016

(USD '000)

(Unaudited)

Maintenance and replacement provision for Creuers (*)

15,946

 

13,487

 

12,967

Port of Adria concession fee provision (**)

1,427

 

1,371

 

2,223

Total

17,373

 

14,858

 

15,190

 

(*)     As part of the concession agreement between Creuers and the Barcelona and Malaga Port Authorities entered in 2013, 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.

 

(**)  On 27 December 2013, the Government of Montenegro and Container Terminal and General Cargo JSC-Bar ("CTGC") entered into an agreement regarding the operating concession for the Port of Adria-Bar which terminates on 27 December 2043. From the fourth year of the agreement, CTGC had an obligation to pay a concession fee to the Government of Montenegro of Euro 500,000 per year until the end of the agreement. 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.

 

Current

As at

 30 June 2017

(USD '000)

(Unaudited)

 

As at

31 December

2016

(USD '000)

(Audited)

 

As at

30 June 2016

(USD '000)

(Unaudited)

Employee benefit provisions

373

 

276

 

341

Short term provisions

493

 

923

 

265

Total

866

 

1,199

 

606

 

 

15                 Earnings 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. In accordance with IAS 33, the comparative weighted average number of shares was restated to apply the number of shares which arose from the group reconstructing described in Note 2c.

 

The Group does not present separate diluted earnings per share ("diluted EPS") data, because there are no potential convertible dilutive securities or options.

 

Earnings per share is calculated by dividing the profit attributable to ordinary shareholders, by the weighted average number of shares outstanding.

 

As at

 30 June 2017

(USD '000)

(Unaudited)

 

As at

30 June 2016

(USD '000)

(Unaudited)

 

As at

31 December

2016

(USD '000)

(Audited)

(Loss) / Profit  attributable to owners of the Company

(6,408)

 

(218)

 

2,208

Weighted average number of shares

56,914,842

 

55,000,000

 

55,000,000

Basic and diluted (loss) / earnings  per share (cents per share)

(11.3)

 

(0.4)

 

4.0

16                 Commitment and contingencies

 

Legal proceedings in relation to Ortadoğu Antalya, Ege Liman and Bodrum Liman's applications for extension of their concession rights

 

On 6 June 2013, the Turkish Constitutional Court partially annulled a law that prevented operators of privatised facilities from applying to extend their operating term. The respective Group companies then applied to extend the concession terms of Port Akdeniz-Antalya, Ege Ports-Kuşadası and Bodrum Cruise Port to give each concession a total term of 49 years from original grant date. After these applications were rejected, the respective Group companies filed lawsuits with administrative courts challenging the decisions. The lawsuits were rejected by the courts of first instance, except for three lawsuits relating to Bodrum Cruise Port for which the courts upheld the applications relating to the extension. Although the Council of State affirmed the first instance court's decision, the respective ministry applied for rectification. All aforementioned court rulings were appealed either by the Group companies or relevant administration. The Council of State reversed the lower courts' judgment with respect to Ege Ports-Kuşadası, but the relevant administration applied to the Council of State for reversal of this judgment and the case is still pending. The appeal relating to Port Akdeniz-Antalya is still pending before the Council of State.

 

A fee claim by the Ministry of Environment and Forestry against Port Akdeniz-Antalya for the allocation of land from the Türkiye Denizcilik İşletmeleri (TDİ)

 

There is a finalised legal challenge regarding payment for land allocated to Port Akdeniz-Antalya by the TDİ. The land was transferred without payment as part of the concession rights agreement. The Council of the State and the Ministry of Environment and Forestry General Directorate challenged the land allocation on the basis that the TDİ should have sought compensation for the land. As far as the Group is aware, the TDİ and the Ministry of Environment and Forestry have not come to an agreement regarding collection of the relevant consideration as of the date of the consolidated financial statements.

 

As a result of a disagreement between the TDİ and the Ministry of Environment and Forestry, the Ministry of Environment and Forestry may request from the Group the same amount that it previously requested from the TDİ for allocation of these lands. As of the date of the consolidated financial statements, no claim has been made against the Group. Except for a claim requesting the return of training and social facilities operated by third parties which are being used outside of the scope of port operations; and no claim has been made against the Group concerning any payment relating to land allocation of Port Akdeniz-Antalya.

 

If the Group is forced to pay the aforesaid payment to the Ministry of Environment and Forestry, the Group may seek reimbursement from the TDİ, on the grounds of its right of recourse arising from the agreement transferring operational rights to the land at Port Akdeniz-Antalya.

 

Other legal proceedings

 

The Port of Adria-Bar (Montenegro) was party to a collective bargaining agreement with a union representing workers in a range of functions that expired in 2010, before the Port of Adria-Bar was acquired by the Group. However, a number of lawsuits have been brought in connection to this collective bargaining agreement seeking (i) unpaid wages for periods before the handover of the Port to the Group (from 2011 to 2014), and (ii) alleged underpaid wages as of the start of 2014. In April 2017, the Supreme Court ruled that the collective bargaining agreement is not valid. Although various cases remain pending before lower courts, this judgment establishes a precedent that would apply to the remaining pending cases before the lower courts. Accordingly, Management believes that the pending cases will be decided in favour of the Group.

 

 

 

17   Related parties

 

The related parties of the Group which are disclosed in this note comprised the following:

 

Related parties

Relationship

Mehmet Kutman

Shareholder of ultimate controlling party

Global Yatırım Holding

Ultimate controlling party

Global Ports Holding B.V.

Parent Company

Global Sigorta Aracılık Hizmetleri A.Ş. ("Global Sigorta")

Ultimate controlling party's subsidiary

IEG Kurumsal Finansal Danışmanlık A.Ş.

Ultimate controlling party's subsidiary

Global Menkul Değerler A.Ş. ("Global Menkul")

Ultimate controlling party's subsidiary

Adonia Shipping

Ultimate controlling party's subsidiary

Naturel Gaz

Ultimate controlling party's subsidiary

 

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

Current receivables from related parties comprised the following:

Current receivables from related parties

As at

 30 June 2017

(USD '000)

(Unaudited)

 

As at

31 December

2016

(USD '000)

(Audited)

 

As at

30 June 2016

(USD '000)

(Unaudited)

Global Yatırım Holding (*)

--

 

29,058

 

35,508

Adonia Shipping (**)

1,098

 

1,066

 

1,595

Naturel Gaz (**)

76

 

69

 

80

Mehmet Kutman

26

 

26

 

31

Others (***)

1,842

 

1,282

 

731

Total

3,042

 

31,501

 

37,945

 

(*)    The receivable from Global Yatırım Holding comprises charges and expenses incurred by the subsidiaries of the Group on behalf of Global Yatırım Holding prior to 2014. The full amount of $29.1m that was receivable at 31 December 2016 has subsequently been received in full on IPO date.

(**)  These amounts are related with the work advances. The charged interest rate is 9.75% as at
30 June 2017 (31 December 2016: 10.50%, 30 June 2016: 10.50 %).

(***) Advances paid to related companies founded by the Group.

 

Due to related parties

 

Current payables to related parties comprised the following:

 

Current payables to related parties

As at

 30 June 2017

(USD '000)

(Unaudited)

 

As at

31 December

2016

(USD '000)

(Audited)

 

As at

30 June 2016

(USD '000)

(Unaudited)

Mehmet Kutman

205

 

204

 

248

Global Yatırım Holding

161

 

--

 

--

Global Sigorta (*)

76

 

356

 

136

Global Menkul (*)

2

 

21

 

23

Other

111

 

--

 

--

Total

555

 

581

 

407

 

(*)    These amounts are related to professional services taken. The charged interest rate is 9.75% as at 30 June 2017 (31 December 2016: 10.50%, 30 June 2016: 10.50%).

 

17                 Related parties (continued)

 

Transactions with related parties

Transactions with other related parties comprised the following for the following periods:

 

(USD '000)

Six months ended

30 June 2017

(Unaudited)

Six months ended

30 June 2016

(Unaudited)

Year ended

31 December 2016

 (Audited)

 

 

Interest

Other

Interest

Other

Interest

Other

 

 

received

Received

received

 

Global Yatırım Holding

1,115

--

1,392

--

2,819

--

 

Adonia Shipping

--

--

--

--

--

5

 

Total

1,115

--

1,392

--

2,819

5

 

 

 

 

 

 

 

 

 

 USD '000

 

 

 

 

 

Interest

Other

Interest

Other

Interest

Other

 

 

Paid

Paid

paid

 

Global Yatırım Holding

--

1

8

2

8

4

 

Global Menkul

--

--

--

--

--

--

 

Total

--

1

8

2

8

4

 

                 

 

For the six months ended 30 June 2017, the Group recognised interest income on the bonds issued by Global Yatırım Holding in September 2012 with a nominal interest rate of 11% (31 December 2016: 11%, 30 June 2016: 11%) amounting to USD 936 thousand (for the year ended 31 December 2016: USD 1,928 thousand, for the six months ended 30 June 2016: USD 1,120 thousand). For the six months ended 30 June 2017, the effective interest rate was 13.95% (31 December 2016: 14.45%, 30 June 2016: 14.95%). For the six months ended 30 June 2017, the Group did not purchase or sell Global Yatırım Holding's publicly traded share certificates (for the year ended 31 December 2016: a gain of USD 405 thousand, for the six months ended 30 June 2016: a gain of USD 340 thousand).

 

Transactions with key management personnel

 

Key management personnel comprised the members of the Board and the Company's senior management. Details of benefits to key management personnel comprised the following for the following periods:

 

 

 

Six months ended 30 June 2017

(USD '000)

 

Six months ended 30 June 2016

(USD '000)

 

Year ended 31 December 2016

(USD '000)

Salaries

 

917

 

1,081

 

1,761

Bonus

 

--

 

11

 

34

Attendance fees to Board of Directors

 

69

 

158

 

253

Termination benefits

 

17

 

26

 

34

Total

 

1,003

 

1,276

 

2,082

 

 

 

 

 

18                 Financial Instruments' fair value disclosures

 

The Group had no financial instruments in the current or previous year with fair values that are determined by reference to significant unobservable inputs i.e. those that would be classified as level 3 in the fair value hierarchy, nor have there been any transfers of assets or liabilities between levels of the fair value hierarchy. There are no non-recurring fair value measurements.

 

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.

 

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 or liabilities, 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 (unobservable inputs).

 

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.

 

 

Note

As at 30 June 2017

(Unaudited)

As at 31 December 2016

(Audited)

As at 30 June 2016

(Unaudited)

(USD '000)

 

Carrying

Fair

Carrying

Fair

Carrying

Fair

Financial liabilities

 

Value

Amount

Value

Amount

Value

Loans and borrowings

13

354,555

364,423

342,679

335,763

348,184

323,537

 

Loans and borrowings 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 fair value of loans and borrowings has been determined in accordance with the most significant inputs being discounted cash flow analysis and discount rates.

 

 

 

18                 Financial Instruments' fair value disclosures (continued)

 

Fair value measurements (continued)

 

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 June 2017 (Unaudited)

Derivative financial liabilities

--

932

--

932

As at 31 December 2016 (Audited)

Derivative financial liabilities

--

1,131

--

1,131

As at 30 June 2016 (Unaudited)

Derivative financial liabilities

--

1,549

--

1,549

 

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.

 

19                 Events after the reporting date

 

The reduction of capital and cancellation of the share premium account, as described in the Prospectus (the "Reduction of Capital"), has been approved by the High Court of Justice of England and Wales (the "Court") on 12 July 2017.

 

The Court Order approving the Reduction of Capital has been registered with the Registrar of Companies on 12 July 2017 and accordingly the Reduction of Capital has become effective. The nominal value of each of the ordinary shares in the capital of GPH (the "GPH Shares") has been reduced from GBP 5.00 to GBP 0.01, whereas the total equity of GPH remains unchanged, and the Reduction of Capital has created distributable reserves of approximately GBP 332.3 million (USD 427.2 million) for GPH.

 

The Reduction of Capital is a legal and accounting adjustment and is not expected to have any direct impact on the market value of the GPH Shares.


This information is provided by RNS
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END
 
 
IR SELSIFFWSEIA