We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for real-time alerts, custom portfolio, and market movers
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Global Ports Holding Plc | LSE:GPH | London | Ordinary Share | GB00BD2ZT390 | ORD GBP0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 207.50 | 207.00 | 208.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Marine Cargo Handling | 213.6M | -25M | -0.3674 | -5.65 | 141.18M |
From May 2019 to May 2024
TIDMGPH
RNS Number : 5657S
Global Ports Holding PLC
12 March 2019
Global Ports Holding Plc
Full year results for the twelve months ended 31(st) December 2018
Global Ports Holdings announces record full year results
Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, today announces its unaudited results for the twelve months ending 31 December 2018.
Hot Features
Premium
Financial Summary FY 2018 FY 2018 FY 2017 YoY YoY CCY
Constant
Unaudited currency(6) Reported Change
Total Revenue ($m)(1) 124.8 122.2 116.4 7.2% 5.0%
Segmental EBITDA ($m)(2) 90.7 89.0 80.5 12.7% 10.6%
Adjusted EBITDA ($m)(3) 83.7 82.0 75.3 11.2% 8.9%
Operating Profit ($m) 35.9 10.9 229.4%
Profit/(Loss) before tax
($m) 8.6 (10.5) 181.8%
Profit/(Loss) after tax
($m) 7.1 (14.1) 150.6%
Underlying profit for
the period ($m)(4) 26.6 28.5 -6.8%
EPS (c) 1.23 (26.0)
Adjusted EPS (c)(5) 42.3 47.6 -11.1%
Net Debt (267.2) (227.5) 17.4%
Overview
Group - Strong full year performance
-- Total consolidated revenues were $124.8m in the period up 7.2% yoy (5.0% ccy)
-- Record full year Segmental EBITDA - up 12.7% to $90.7m (up 10.6% ccy), full year Adjusted EBITDA - up 11.2% to $83.7m (up 8.9% ccy), in line with management expectations
-- On a statutory (IFRS) basis operating profit improved by 229.4% to $35.9m which was primarily driven by the 7.2% increase in revenue, a partial reversal of replacement provisions for Spanish cruise ports ($12.2m) and the positive effect of our Turkish Lira based cost structure at our operations located in Turkey. Share of profit of equity-accounted investees grew strongly in the period, up 124% to $5.6m (FY 2017: $2.5m), with Net Finance Cost rising to $32.9m (FY 2017: $24.0m) driven principally by a negative foreign exchange effect on the Group's Eurobond debt. There was therefore an overall rise in profit before tax of 182% to $8.6m (FY 2017: loss of $10.5m).
Cruise - A year of substantial progress
-- Record full year Cruise revenue up 9.2% to $54.9m (4.7% ccy) and record Cruise Segmental EBITDA up 16.8% to $37.6m (12.0% ccy)
-- Strong performance primarily driven by Creuers (Barcelona and Malaga cruise ports) reflecting a beneficial PAX mix in the year and a strong contribution from the equity accounted associate ports (Lisbon, Singapore and Venice), offset by the previously highlighted weaker performance from Valletta in the year
-- Significant progress on strategic goal of delivering inorganic growth. Signed a management agreement for Havana cruise port and a concession agreement for Zadar Gazenica cruise port
-- Further significant and potentially transformational progress made by the group since year end, with a concession agreement signed in Antigua and Barbuda and preferred bidder status awarded in Nassau, The Bahamas
-- Consolidated and managed portfolio passenger volumes increased by 8.8% in the year. While passenger volumes remained subdued for our Turkish cruise ports in 2018, we expect to welcome a significant increase in passengers at Ege Port in 2019
Commercial - robust performance for full year, H2 volume weakness offset by new services
-- Commercial Revenue up 5.8% to $69.9m (5.1% ccy) and Commercial Segmental EBITDA up 10.0% to $53.1m (9.7% ccy).
-- General & Bulk Cargo volumes fell 9.2% and TEU throughput fell by 5.1%
-- Volumes in traditional cargo categories were notably weak towards the end of the year but this impact was largely offset by the positive benefits of the continued drive to diversify and grow revenues in new areas
-- New services introduced in the year or planned for 2019 include a new storage facility, Ro-Ro service, dangerous liquid handling and a further expansion of our oil drilling support services capabilities
The board intends to meet before the end of March 2019 to consider the dividend for the full year. If the board believes it is appropriate to do so, it will recommend a final dividend for the year at this stage. There can be no certainty as to the timing or the final outcome and we will provide further announcements, as appropriate, in due course.
Outlook & current trading
Overall 2019 has started well and operational results are overall in line with management expectations, with Cruise trading ahead of expectations, offset by some continued weakness in Commercial. Due to the seasonal nature of the business, the first quarter of the year is always the quietest trading period in particular for the cruise business but also the commercial divisions of GPH. Therefore, Q1 trading trends do not inform the trend for the full year.
Cruise passenger volumes are in line with our expectations year to date. As we look to the remainder of the year we are particularly pleased to see a significant increase in calls scheduled for Ege Port, Turkey. While we look forward to a stronger performance from Valletta in 2019 and to a full year contribution from our management agreement in Havana, which is delivering ahead of expectations.
Elsewhere we continue to work on improving the cruise port experience for cruise lines and cruise passengers across our portfolio and we are looking forward to delivering on a number of projects in this area in 2019, particularly the refurbished retail facilities at Barcelona which are scheduled to be completed in Q1.
We have achieved significant progress with our inorganic growth plans in Cruise during 2018, signing a management agreement for Havana cruise port and a concession agreement for Zadar Gazenica cruise port. Since the year end we have signed a concession agreement in Antigua and Barbuda and were awarded preferred bidder status in Nassau, The Bahamas. We continue to work with all stakeholders towards successful conclusion on these agreements including financing where required, although there can be no certainty as to the timing or that the final conditions will be satisfied and we will provide further announcements, as appropriate, in due course.
Trading at our Commercial Ports is currently slightly behind our expectations at the Segmental EBITDA level. Container volumes are broadly in line with last year, however, General & Bulk volumes are currently down significantly year on year, primarily driven by a sharp drop in cement volumes in Port Akdeniz since year end. However, the success of our strategy to diversify revenues at our commercial ports means we currently expect to largely offset this impact at the EBITDA level in 2019.
We expect to once again deliver mid to high single digit organic growth in Adjusted EBITDA in 2019.
Emre Sayin, Chief Executive Officer said;
"I am proud of our performance in the year, record passenger volumes, record Adjusted EBITDA, our first new port investments since IPO, including a management agreement for Havana, our first in the Americas and the extension of Bodrum concession by 49 years is a reflection of considerable progress across the Group in 2018. Since the year end overall trading has been in line with our expectations and with an active pipeline of new port opportunities we look to 2019 with confidence."
Notes- For full definitions and explanations of each Alternative Performance measures in this statement please refer to the Glossary of Alternative Performance Measures.
1. All $ refers to United States Dollar unless otherwise stated
2. Segmental EBITDA is calculated as income/(loss) before tax after adding back: interest; depreciation; amortisation; unallocated expenses; and specific adjusting items
3. Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses
4. Underlying Profit is calculated as profit / (loss) for the year after adding back: amortization expense in relation to Port Operation Rights and the one-off expenses related to the IPO and deduction of reversal of replacement provisions
5. Adjusted earnings per share is calculated as underlying profit divided by weighted average number of share
6. Performance at constant currency is calculated by translating foreign currency earnings from our consolidated cruise ports, management agreements and associated ports for the current period into $ at the average exchange rates used over the same period in the prior year.
7. Passenger numbers refer to consolidated and managed portfolio consolidation perimeter, hence it excludes equity accounted associate ports Venice, Lisbon and Singapore
8. Revenue allocated to the Cruise segment is the sum of revenues of consolidated and managed portfolio
9. EBITDA allocated to the Cruise segment is the sum of EBITDA of consolidated cruise ports and pro-rata Net Profit of equity accounted associate ports Venice, Lisbon and Singapore and the contribution from the Havana management agreement
Notes to Editors
GPH is the world's largest cruise port operator with an established presence in the Mediterranean, Caribbean, Atlantic and Asia-Pacific regions. GPH was established in 2004 as an international port operator with a diversified portfolio of interests in cruise and commercial ports. As an independent cruise port operator, the group holds a unique position in the cruise port landscape, positioning itself as the world's leading cruise port brand, with an integrated platform of cruise ports serving cruise liners, ferries, yachts and mega-yachts. As the world's sole cruise ports consolidator, GPH's portfolio consists of investments in or management of 15 cruise ports and two commercial ports in 9 countries and continues to grow steadily. 8.5 million cruise passengers globally were handled across our portfolio of cruise ports in 2018. The group also offers commercial port operations which specialise in container, bulk and general cargo handling.
For further information, please contact:
Global Ports Holding Plc Martin Brown, Investor Relations Director Telephone: +44 (0) 7947 163 687 Email: martinb@globalportsholding.com Brunswick Group LLP Azadeh Varzi and Imran Jina Telephone: +44 (0) 207 404 5959 Email: GPH@brunswickgroup.com
A copy of this report will be available on our website www.globalportsholding.com today from 0700hrs (BST).
Investor Call
An analyst and investor call will be held today at 11.30am hrs (BST).
Dial-in Number + +44207 194 3759
PIN: 70643412#
Chief Executive Officer's Review
We can reflect very positively on GPH's performance in 2018.
It was a year where we grew organically, delivered further progress in our ancillary services and we also took important steps to grow our physical reach during the year. Most notably, we expanded our footprint into the Caribbean for the first time with the award of a management agreement for Havana Cruise Port, in line with our desire to diversify through entry into the Americas. We also strengthened our Mediterranean presence with our first port concession in Croatia (Zadar).
Our headline financials were Total Revenue of $124.8m, Adjusted EBITDA up 11.2% to $83.7m, Underlying profit was $26.6m and Profit after tax was $7.1m. We are also equally pleased to have delivered on non-financial goals that we set out a year ago. These included strengthening of our senior team, successfully extending our Bodrum concession and improving the awareness of and the strength of the Global Ports Holding brand.
Cruise
Our cruise business delivered record passenger numbers, record revenue and record Cruise segmental EBITDA in the year, while we also added new ports to our portfolio for the first time since the IPO. Our new ports in the portfolio include a concession agreement at Zadar and a management agreement at Havana.
During the year we refined our ancillary services into three main areas of focus: port services; retail and rental services; and passenger and destination services. We also introduced a new port service evaluation process, which we believe will allow us to better identify tailored services that we can introduce at each relevant port, allowing us to offer an integrated service package to cruise passengers and cruise ships.
On the challenges side, the performance of Turkish cruise ports in 2018 continued to be impacted by the major cruise lines pulling out of Turkey in the previous year, due to geopolitical tensions. Our response has been one of 'active patience'. We have continued to invest in our facilities, and during the year we launched a concerted marketing campaign to the cruise lines. This has started to bear fruit; with all of the major cruise lines starting to return to Turkey, we are looking forward to strong growth in passengers to Ege Port in particular in 2019.
Following the year-end we have signed agreements for the cruise ports in Antigua and Barbuda and were awarded preferred bidder for Nassau, Bahamas and are working towards a full financial close on each. All remain conditional until such times as all conditions are fulfilled. In addition, we are targeting at least one additional new cruise port investment or agreement in 2019 and continue to work on securing concession extensions at a number of cruise ports.
GPH's cruise ports operate in a fundamentally attractive industry, benefiting from a number of structural growth drivers. The current cruise ship order book remains positive, providing a strong underlying growth in cruise passenger numbers for at least the next decade, while the long term trend for overall international tourism remains strong.
The long booking pattern for cruise holidays further increases the attractiveness of the industry, with economic and city based geo-political threats rarely having a noticeable impact on passenger volume. While the continued growth and emergence of middle classes in developing and emerging markets is creating further growth in the number of people who want to travel and enjoy new experiences.
Commercial
Despite cargo volumes falling in the year, 2018 witnessed the highest Segmental EBITDA performance recorded from our Commercial business.
This Commercial EBITDA performance, was driven by a number of factors. During the year, our ports continued to add new services to drive diversification in their cargo exposure and more importantly their Revenue and EBITDA exposure.
For example, Port Akdeniz opened a new warehouse facility and related bonded warehouse services during 2018, while our oil drilling support services work continues to perform well and is creating potential opportunities for us to expand some of these services to other customers. Port Adria's EBITDA growth of 112% in the year was due to the growth of the ongoing business and also revenues from project cargos in the first quarter.
In addition, Port Akdeniz benefitted from the weakness in the Turkish lira due to the port's cost structure being around 70% in local currency, while revenues are almost all exclusively collected in US dollars. Without this effect, Port Akdeniz would have experienced, all other things being equal, an EBITDA decline of 1.8% in the year.
Our commercial ports did experience a slowdown in the latter part of Q4, we believe it was the caused by the cumulative effect of a number of individual factors.
Our commercial ports are not immune to the impact of macro-economic factors such as trade tariffs and their associated impact on global trade in general. While for most of the year we saw no significant direct impact from tariffs or slowing trade, we believe the general uncertainty around global trade played a part in the slowdown experienced by our commercial ports.
In addition, the volatility in the Turkish Lira caused uncertainty amongst importers and exporters, particularly following changes made to currency regulations, although it has no direct impact on our port operations. Finally, the decision by Turkiye Denizcilik Isletmeleri A.S. ("TDI") who is a state-owned company responsible for the operation of certain harbors and shipyards in Turkey, to transfer land that was being used by GPH at Port Akdeniz to the neighbouring Free Trade Zone increased competition for some cargo.
Notwithstanding these factors and the volume slowdown, the year on year growth in Commercial EBITDA stands as testament to the work being done to diversify revenues at Port Akdeniz.
Outlook
For our Cruise business, the global backdrop remains extremely positive. The order books of the world's shipyards, with a record high of 124 new cruise ships being built for launch between 2019-2027, remains very supportive of the global outlook for the cruise industry and cruise passenger volumes. In addition, the industry continues to attract new customers, both by nationality and demographic. For example, millennials are one of the fastest growing passenger segments of the cruise industry.
There is a stark contrast globally between cruise ports and airports. While airports have undergone a significant transformation over the last two decades or so, cruise ports and their passenger focused infrastructure have languished largely unchanged since the 1980s. We believe this has created a unique opportunity for cruise port development globally, including the development of retail and port services at key ports, transforming the cruise port experience for all stakeholders.
We believe the majority of global cruise ports need both transformational investment and a step change in the experience and services offered to passengers and cruise ships. With our experience and know-how, we believe we can play a key role in this development process.
For our Commercial business, the operating environment remains relatively stable, while cargo volumes fell in late Q4. The Turkish economy is recovering from a challenging period and our continued push into diversifying our revenues means that we believe we will be able to largely offset any further volume declines and we look forward to further developing our diversified services.
2019 is set to be an exciting and potentially transformational year for the group. Cruise Segmental EBITDA growth of 12.0% ccy signals the underlying strength of our cruise business and its potential for growth. While the cruise ports in both Antigua and Barbuda and Nassau in The Bahamas currently handle over 4m passengers' a year between them, successfully adding them to our portfolio would more than double our current cruise passenger volumes.
Overall we look into 2019 and beyond with continued confidence on the growth prospects of the group.
Key Financials & KPI Highlights FY 2018 FY 2018 FY 2017 YoY YoY CCY
Unaudited Constant Reported Change
currency
Total Revenue ($m) 124.8 122.2 116.4 7.2% 5.0%
Cruise Revenue ($m)(8) 54.9 52.7 50.3 9.2% 4.7%
Commercial Revenue ($m) 69.9 69.5 66.1 5.8% 5.1%
Segmental EBITDA ($m) 90.7 89.0 80.5 12.7% 10.6%
Cruise EBITDA ($m)(9) 37.6 36.1 32.2 16.8% 12.0%
Commercial EBITDA ($m) 53.1 53.0 48.3 10.0% 9.7%
Adjusted EBITDA ($m) 83.7 82.0 75.3 11.2% 8.9%
Segmental EBITDA Margin 72.7% 72.9% 69.2%
Cruise Margin 68.5% 68.5% 64.0%
Commercial Margin 76.0% 76.2% 73.1%
Adjusted EBITDA Margin 67.1% 67.1% 64.7%
Profit before tax ($m) 8.6 (10.5) 181.7%
Passengers (m PAX)(7) 4.4 4.1 8.8%
Please refer to Footnotes above or for full definitions and explanations of each measure in this statement please refer to the Glossary of Alternative Performance Measures
Group business and finance review
Revenue for the year was $124.8m, up 7.2% (5.0% in constancy currency) and Adjusted EBITDA increased 11.2% (8.9% in constant currency) to $83.7m, with underlying profit falling 6.8% to $26.6m and profit after tax of $7.1m.
Full year growth in consolidated and managed portfolio passengers was 8.8%, driven by the pro rata contribution from our Havana management agreement in the year, while total passenger volumes in our portfolio volumes grew 20% to 8.4m, driven by strong growth from our equity accounted associate ports (Venice, Lisbon and Singapore). Combined these ports welcomed 4.0m passengers, growth of 37% in the year.
Cruise Revenue increased 9.2% to $54.9m (FY 2017: $50.3m), and Cruise segmental EBITDA increased by 16.8% to $37.6m (FY 2017: $32.2m). The performance of our equity accounted associate ports (Venice, Lisbon and Singapore) was a particular driver of this strong growth, with their pro-rata net income contributing at the Segmental and Adjusted EBITDA level $5.6m, (FY 2017: $2.5m). Excluding the impact of our equity accounted associates, Cruise EBITDA growth was at 7.8% (3.4% ccy). On a constant currency basis, full year cruise revenue was $52.7m and Cruise segmental EBITDA was $36.1m.
Overall Commercial Port operations performed in line with our expectations for Segmental EBITDA for the full year, although Q4 volumes were weaker than expected. Commercial revenues rose by 5.8% in the period to $69.9m (FY 2017: $66.1m). Port Akdeniz increased revenues by 2.3% to $59.9m (FY 2017: $58.5m), while Port Adria grew revenues by 32.8% to $10.0m (FY 2017: $7.5m) (27.3% ccy).
Commercial Segmental EBITDA grew by 10.0% to $53.1m in the year, with both ports contributing to this growth. Port Adria delivered EBITDA growth of 112% (103% ccy). As previously disclosed, project cargo which was deferred from 2017 was a significant contributor to this strong performance. EBITDA at Port Akdeniz increased by 5.9%, with this growth due to the weaker Turkish Lira to $. Commercial segmental EBITDA margin of 76.0% was an increase of rose 290bps.
During Q4 volume declines increased at our Commercial ports. General & Bulk Cargo volumes fell 9.2% in the year, recording a 16.8% decline in H2 2018, while in Containers volumes fell 5.1% in the year, with a 10% decline in H2 2018.
Central costs increased by 34% yoy, reflecting a full year of UK Plc costs, our investment in central costs to create a sustainable platform for growth, including the strengthening of the management team, this was partially offset by weakness in the Turkish Lira which reduced central costs by $0.6m.
Total consolidated revenues were $124.8m in the period up 7.2% YoY. On a statutory (IFRS) basis operating profit improved by 229.4% to $35.9m which was primarily driven by the 7.2% increase in revenue, a reversal of replacement provisions for Spanish cruise ports ($12.2m) and the positive effect of our Turkish Lira based cost structure at our operations located in Turkey. Share of profit of equity-accounted investees grew strongly in the period, up 124% to $5.6m (FY 2017: $2,5m), with Net Finance Cost rising to $32.9m (FY 2017: $24.0m) driven principally by a negative foreign exchange effect on the Group's Eurobond debt. There was therefore an overall rise in profit before tax of 182% to $8.6m (FY 2017: loss of $10.5m).
Turkey
During the period there was significant volatility in regard to the Turkish Lira, albeit Q4 signalled a return to a more stable period for the currency. We are a global business and our revenues are in hard currency reflecting our global footprint and global industry standard norms so there has been no tangible direct impact on the business. Nevertheless, we believe the general uncertainty around the currency and some of the regulation changes that followed it, although not directly applicable to us, had a negative impact on Q4 volumes at Port Akdeniz.
In revenue terms, 52% (FY 2017: 49.7%) of the revenue generated was in Euros and 48% (FY: 2017 50.3%) of the revenue generated was in US dollars, with negligible amounts in Turkish Lira. In terms of costs, at each of our ports the majority of costs are incurred in local currency. For all non-Turkish ports, (with the exception of equity associate Singapore) this means Euro costs matching Euro revenues.
In our Turkish cruise ports the vast majority of our revenues in 2018 were in Euros, however for 2019 we have changed our tariffs to $, while the majority of our costs will remain in Turkish Lira. At Port Akdeniz, 90% of volumes are exports which are based on underlying trades denominated in hard currencies. Our container revenues are generated with major international shipping lines and as is industry standard their revenues are generated in $, and the ultimate exporters in the case of marble are hundreds of small marble producers/exporters, all of whom are exporting marble in $ prices. The majority of general and bulk cargo goods that we are handling for export are traded in $, again in keeping with global industry standards.
Looking into 2019, trading at Port Akdeniz at the EBITDA level has been in line with our expectations year to date. While general and bulk volumes remain weak we expect to largely offset any continued weakness through the continued growth in our new services. While in Cruise, we expect to welcome a significant increase in passengers at Ege port in 2019. All the major cruise lines are starting to return to Turkey in 2019 and continue to talk very positively about the booking and pricing trends they are experiencing for cruise holidays that have Turkey on the itinerary. We currently expect further capacity to be added to the Turkish market in 2020.
Cruise Ports Business Review
The outlook for the global cruise industry remains extremely positive. The global cruise ship order book, which currently sits at a record high of 124 new ships between 2019-2027, remains very supportive of the outlook for the global cruise industry and cruise passenger volumes.
In addition, not only is the total number of cruise ships set to grow, the ships are getting increasingly larger in terms of berths per vessel. In 2017, average berths per vessel was 1,466, while the average size for the 124 new ships on order is over 3,000 berths per ship. We believe the underlying structural growth in overall passenger volumes remains very supportive of our growth strategy in cruise.
Based on current known orders and the greater size of new ships once completed, the implied average global cruise passenger growth rate will be c4-5% per annum over the medium term, with new supply arguably creating its own demand.
As the world's largest cruise port operator we are uniquely positioned to benefit from this structural growth and, in conjunction with our cruise line partners, play an active role in not just managing this growth but also helping drive it.
Cruise Port Operations FY 2018 FY 2018 FY 2017 Yoy Chge YOY CCY
Constant
Unaudited currency Reported Change
Revenue (USD m) 54.9 52.7 50.3 9.2% 4.8%
Segmental EBITDA (USD m) 37.6 36.1 32.2 16.7% 12.0%
Segmental EBITDA Margin 68.5% 68.5% 64.1%
Passengers (m) 4.4 4.4 4.1 8.8%
Turnaround Passengers 1.70 1.6 7.8%
Transit Passengers 2.74 2.5 9.5%
Yield (USD, rev per pax) 12.3 11.8 12.3 - -3.7%
We welcomed 4.4m cruise passengers to our consolidated and managed portfolio in 2018, a growth rate of 8.7%. While at all ports including Venice, Lisbon and Singapore, our equity accounted associate ports we welcomed 8.4m passengers (FY 2017: 7.0m), a very pleasing growth rate of 20%.
In terms of cruise passenger growth, a headline growth rate of 8.7% is pleasing. Trends at most ports point to a stronger underlying performance, albeit the organic growth rate was just 0.6%. 2018 was always expected to be a relatively subdued year for passenger volume growth at Valletta, however, a number of weather related cancellations in Q1 and Q3 meant passenger volumes fell 8.7% in the year. In addition, an issue over inadequate dredging by the port authority at Ravenna meant that in H2 cruise lines cancelled most of scheduled calls for the remainder of the year, leading to a 86% drop in passengers in H2. If we exclude these two ports, organic passenger volumes rose 3.8% in the year, a rate of growth that is more in keeping with that of the industry.
Cruise Revenue increased 9.2% to $54.9m (FY 2017: $50.3m), while Cruise segmental EBITDA rose to $37.6m, a growth rate of 16.7%. The revenue from our cruise ports in 2018 were almost exclusively Euro based, with most ports also incurring costs in Euros, with the exception of our Turkish ports which have a largely Turkish Lira cost base. In 2019 our Turkish cruise ports will charge cruise lines in $. On a constant EUR/$ currency basis, full year revenue was $52.7m and Cruise segmental EBITDA was $36.1m, a growth rate of 4.8% and 12.0% respectively.
Our ancillary services performed well in the year, with further services developed across most of our ports. In 2018, we launched a service evaluation process at our ports to identify potential new services that would be attractive to cruise ships that call at each of our ports. While we continued to refine our Guest Information Centers, refurbished and improved and in some cases extended our retail areas. We were delighted to agree terms and start work on refurbishing the retail areas of two of the terminals at Barcelona cruise port, the work is expected to be completed in time for the 2019 cruise season. We look forward to further progress in the delivery of our ancillary services strategy across our portfolio in 2019.
Our equity accounted associates (Venice, Lisbon and Singapore), performed particularly strongly in the year, with a pro-rata net income contribution at the Group EBITDA level of $5.6m (FY 2017: $2.5m). Excluding the impact of our equity accounted associates, Cruise Segmental EBITDA growth in 2018 was 7.8% (3.4% ccy). While it is still early in the process, we are very pleased with the performance of our management agreement in Havana, Cuba, which is delivering ahead of expectations.
While there is much work to be done to conclude the agreements announced since the year end, if they do conclude successfully, we believe they will be transformational for the group.
Creuers (Barcelona and FY 2018 FY 2018 FY 2017 Yoy Chge YOY CCY
Malaga)
Unaudited CCY Reported
Revenue (USD m) 31.6 30.3 27.4 15.3% 10.6%
Segmental EBITDA (USD
m) 19.8 19.0 17.6 12.7% 8.1%
Segmental EBITDA Margin 62.7% 62.7% 64.1%
Passengers (m)1 2.5 2.4 5.1%
Turnaround Passengers 1.4 1.3 10.5%
Transit Passengers 1.1 1.1 -
Yield (USD, rev per pax) 12.6 12.0 11.4 9.8% 5.3%
In line with our expectations, Creuers (Barcelona & Malaga), performed strongly in the year. We welcomed 2.5m passengers in 2018, an increase of 5.1% compared to the same period last year. H2 2018 volumes were flat year on year, in line with our expectations, after a strong H1 2018. Revenue of $31.6m (FY 2017: $27.4m) was up 15.3% yoy in the period, with a constant currency increase of 10.6%.
Yield per PAX and revenue growth in excess of passenger volume growth was driven by a favourable turnaround passenger mix at Barcelona, 65% vs 61%, a trend that was sustained throughout the year.
Creuers delivered EBITDA for the period of $19.8m (FY 2017: $17.6m), up 12.7% yoy, on a constant currency basis EBITDA grew 8.1%. Creuers EBITDA margin of 62.7% was lower than the 64.1% achieved in FY 2017, driven by a weaker performance from Malaga in H2 2018. However, we are confident on the outlook for Malaga in 2019, with planned tariff increases and recent actions take on ancillary services likely to drive an improved performance in 2019.
We were pleased with the performance of our ancillary revenues at Creuers during the year, with notable drivers of performance including increased additional security and extra luggage handling and water supply during the year. However, the most exciting development for ancillary revenue at Barcelona is still to come. In 2019 to date, we have been refurbishing our retail and food and beverage offering at two of the terminals at Barcelona, as well as welcoming a well-known Spanish coffee chain to open a coffee shop in what was unused office space. This work should transform the passenger experience at these terminals and we look forward to opening the new facilities in time for the 2019 Mediterranean cruise season.
FY 2018 FY 2018 FY 2017 Yoy Chge YOY
Valletta Cruise Port CCY
Unaudited CCY Reported
Revenue (USD m) 13.0 12.5 12.9 0.8% -3.3%
Segmental EBITDA (USD
m) 6.4 6.1 6.8 -6.2% -10.1%
Segmental EBITDA Margin 49.2% 49.2% 52.8%
Passengers (m)1 0.7 0.8 -8.7%
Turnaround Passengers 0.2 0.2 -
Transit Passengers 0.6 0.6 -
Yield (USD, rev per pax) 18.3 17.6 16.6 10.3% 5.8%
2018 has been a challenging year for Valletta, a year that was expected to see a drop in passenger volumes was negatively hit by increase in the number of weather related cancellations during the winter months and a significant summer storm in the region. However, Valletta still welcomed 711k passengers during the year (FY 2017: 779k), with its unique position for West Med and East Med itineraries, it is testament to the attractions of this port.
Valletta's revenue for the year was $13.0m (FY 2017: $12.9m), an increase of 0.8% but a fall in constant currency terms of 3.3%. The revenue outperformance vs passenger volumes was primarily driven by higher yields per PAX over the year. This increased per PAX yield was primarily driven by the positive impact of tariff increases that came into effect during the year.
EBITDA of $6.4m reduced by 6.2% (FY 2017: $6.8m), with a constant currency fall of 10.1%. This divergence from modest growth in revenue was primarily the result of increased costs associated with the hosting of Med Cruise General Assembly in the first half of the year and the impact of lost retail sales due to the yoy drop in passenger numbers. With the demographic of the cruise ships that cancelled due to the weather being a particular factor.
Ege Port FY 2018 FY 2018 FY 2017 Yoy Chge YOY CCY
Unaudited CCY Reported
Revenue (USD m) 4.7 4.5 4.8 -3.5% -7.4%
Segmental EBITDA (USD m) 3.1 3.0 3.0 4.4% 0.1%
Segmental EBITDA Margin 66.3% 66.3% 61.3%
Passengers (m)1 0.2 0.2 0.1%
Turnaround Passengers 0.03 0.02 36.3%
Transit Passengers 0.2 0.17 -4.1%
Yield (USD, rev per pax) 24.6 23.6 25.5 -3.6% -7.5%
As expected, 2018 was a subdued year for passenger volumes at Ege Port, with 189k passengers welcomed in 2018, which was effectively flat on the same period in 2017. Revenue of $4.7m was a decrease of 3.5%, a 7.4% decline in constant currency terms. EBITDA rose 4.4% in the year to $3.1m (0.1% in constant currency).
Ancillary revenues were down in the year, with the primary driver of this being the impact of the weak Turkish Lira on Turkish ferry passengers' propensity to travel and the knock on impact on associated duty free sales. In Ege Port the vast majority of our revenues in 2018 were in Euros, however for 2019 we have changed our tariffs to $, while the majority of our costs will remain in Turkish Lira.
Looking into 2019, we are very pleased with current booking trends and expect to welcome a significant increase in passengers at Ege port in 2019. All the major cruise lines are returning to Turkey in 2019 and continue to talk very positively about the booking and pricing trends they are experiencing for cruise holidays that have Turkey on the itinerary both for 2019 and 2020. We currently expect further capacity to be added to the Turkish market in 2020.
FY 2018 FY 2018 FY 2017 Yoy Chge YOY
Other Cruise CCY
Unaudited CCY Reported
Revenue (USD m) 5.7 5.4 5.2 9.8% 5.3%
Segmental EBITDA (USD m) 8.3 8.0 4.9 70.8% 63.8%
Passengers (m)1 1.0 0.7 42.3%
Turnaround Passengers 0.10 0.06 68.3%
Transit Passengers 0.94 0.67 40.0%
Other Cruise revenue reflects the revenue contribution of our smaller cruise port concessions and our management agreement in Havana. While Other Cruise EBITDA reflects the EBITDA contribution of these concessions, as well as the net income contribution of our equity associate ports (Venice, Lisbon and Singapore) and the contribution from our management agreement in Havana.
In 2018 we welcomed 1m cruise passengers at our Other Cruise ports (excluding equity accounted associates), an increase of 42.3% on FY 2017, although organic volumes fell -4.2%. Revenue of $5.7m (FY 2017: $5.2m) increased by 9.8% compared to the same period last year, 5.3% in constant currency. Other Cruise EBITDA of $8.3m increased by 70.8% compared to the same period last year, 63.8% in constant currency, driven by the strong contribution from our associated cruise ports and the first time pro rata contribution from our management agreement in Havana.
Unfortunately, Ravenna had a very challenging year due to an inadequate dredging programme by the port authority. This resulted in most cruise lines cancelling all calls. If this is not resolved by the port authority, 2019 and 2020 will be challenging years for Ravenna. However, it is important to note that Ravenna cruise port concession expires in December 2020.
Our management agreement for Havana only contributed for part of the year and while there is much work to be done by all stakeholders to transform this port and the passenger experience, we are very pleased with the performance so far, which is ahead of our expectations. The port currently has capacity of two berths and in 2017 welcomed c328k cruise passengers, a growth rate of 156% compared to 2016 and in 2018 it welcomed c633k passengers, a growth rate of 92%.
Our other Turkish ports (Bodrum and Antalya) continue to suffer from the sharp drop in passenger numbers experienced in 2017, while these ports should benefit from the wider recovery of cruise in Turkey, they will not experience the same kind of pick up in performance that we are expecting from Ege in 2019.
Equity accounted associate ports
Our equity accounted associate ports, Venice, Lisbon and Singapore performed very strongly in the year, reporting total passenger volume growth of 37% to 4.0m, compared to the 2.9m reported in 2017. Lisbon's good performance since it opened the new state of the art terminal has continued, with passenger volumes of 578k in the year, 10.9% growth on 2017. However, Lisbon's operating profit has been held back by increased security costs associated with the new facilities and the fact that not all of the new terminals F&B facilities were open during the period. However, we are pleased to report that these facilities should now be open for the 2019 cruise season. The stand out performer was Singapore, which more than doubled cruise passengers in the year. Overall the pro-rata net income from our equity accounted associates contributed $5.6m at the Segmental and Adjusted EBITDA level.
New Ports and partnerships
2018 marked a return to inorganic growth for the business. We signed a 15-year management agreement for Havana cruise port, Cuba - our first in the Americas and signed a 20-year concession agreement for Zadar Gazenica cruise port. We also signed a partnership agreement with Dreamlines, a fast-growing online travel agency dedicated to cruises.
The signing of the agreement for Havana represented an important milestone in the group's development, marking our first step into the Americas. Under the terms of the management agreement, GPH is to use its global expertise and operating model to manage all of the cruise port operations over the life of the agreement. While there is much work to be done by all stakeholders in terms of the longer term plans for this port and the planned infrastructure investment by the government, we have so far been very pleased with the performance of this port.
The 20-year concession for Zadar Gazenica cruise port, Croatia has further expanded our presence in the Adriatic. We operate the cruise ship passenger port and terminal services, an international ferry terminal, Ro-Ro services, vehicles and passenger services as well as the extensive commercial area. We only took over the operations in November 2018, however, we have been working hard to secure the right mix of tenants for the retail space in the terminal and have started to promote the attraction of Zadar to the cruise lines.
During 2018 we provided a convertible loan to Dreamlines, a fast-growing online travel agency dedicated to cruises and entered into a partnership with them. Dreamlines is now the 2(nd) largest online travel agent for cruise bookings in the world, and the largest ex US. Based on its unique online platform and supported by more than 300 cruise sales experts Dreamlines sells cruise products online, via phone and email.
It operates in twelve countries around the world, and has tripled booking volumes over the last three years. The partnership will allow GPH to work with Dreamlines on ways to promote its cruise ports and destinations to cruise customers worldwide as well as explore the potential for the development of additional retail and service opportunities, particularly pre and post cruise, which in the medium term could enhance and broaden our ancillary revenues.
New Ports 2019
After the year end we announced the signing of a 30-year concession agreement with the Government of Antigua and Barbuda for cruise port operations in Antigua on an exclusive basis. This concession marked the Group's important second step in its expansion into the Americas, after the signing of Havana in 2018. Under the concession terms, as well as managing the cruise port operations in Antigua, GPH will also finance the completion of the ongoing construction of a new pier which will allow the port to handle Oasis class ships. The Group will also invest in improving the current retail facilities and designing and financing the construction of new purpose-built retail and F&B facilities.
The successful commencement of the concession is subject to a number of final conditions being satisfied, including, amongst others, the Group securing suitable financing. Full financial closure and commencement of the concession is expected to occur in H1 2019, although there can be no certainty as to the timing or that the final conditions will be satisfied.
In February 2019, the Government of the Bahamas awarded, Nassau Cruise Port Ltd ("NCP"), a consortium comprising GPH, the Bahamian Investment Fund ("BIF") and the Yes Foundation the cruise port tender for a 25-year concession for the Prince George Wharf and related areas, at Nassau cruise port.
Nassau is one of the most popular cruise destinations in the world with passengers attracted to its natural beauty, unique characteristics and cultural heritage, while its close proximity to the United States means it is within easy cruising distance of the primary home ports in the United States. The Nassau cruise port is one of the leading destination ports in the world and welcomes 3.7 million passengers per annum.
GPH is working with all stakeholders towards the successful signing of a concession agreement and full financial closure, although there can be no certainty as to the timing or that the final conditions will be satisfied.
Commercial Ports Business Review
Commercial FY 2018 FY 2018 FY 2017 Yoy Chge YOY CCY
Unaudited Constant Reported Change
currency
Revenue (USD m) 69.9 69.5 66.1 5.8% 5.1%
Segmental EBITDA (USD
m) 53.1 53.0 48.3 10.0% 9.7%
Segmental EBITDA Margin 76.0% 76.2% 73.1%
General & Bulk Cargo ('000
tonnes) 1,478 1,629 -9.2%
Throughput ('000 TEU) 237 249 -5.1%
Yield (USD, Revenue per
TEU) 179.8 174.7 3.0%
Yield (USD, Revenue per
tonnes) 9.2 9.0 2.6%
Overall Commercial Port operations performed in line with our expectations in the year, with Commercial revenues increasing by 5.8% to $69.9m (FY 2017 $66.1m) and Commercial Segmental EBITDA increasing by 10.0% to $53.1m (FY 2017 $48.3m).
In terms of volumes, our ports experienced a decline of 9.2% in General & Bulk Cargo volumes in the period, with H2 2018 recording a 16.8% decline. While in Containers, volumes fell 5.1% in the year, with volumes declining 11.1% in H2 2018. Our commercial ports are not immune to the impact of macro-economic factors such as trade tariffs and their associated impact on global trade in general. While for most of the year we saw no significant direct impact from tariffs or slowing trade, we believe the general uncertainty around global trade played a part in the slowdown. More details on this decline in volumes at each port is provided below.
In terms of yields, total container yields were up 3% in the year, while cargo yields increased 2.6%. Port Adria's overall strong performance was pleasing after the completion of the capex program in 2017. Port Akdeniz benefitted from the weakness in the Turkish lira due to the port's cost structure being around 70% in local currency, while revenues are almost all exclusively collected in US dollars.
We continue to focus on delivering further diversification of the cargo volumes at commercial ports, further information on the services we are introducing are detailed below.
FY 2018 FY 2018 FY 2017 YoY YOY
Port Akdeniz CCY
Unaudited Constant Reported Change
currency
Revenue (USD m) 59.9 59.9 58.5 2.3% 2.3%
Segmental EBITDA (USD m) 49.2 49.2 46.4 5.9% 5.9%
Segmental EBITDA Margin 82.1% 82.1% 79.3%
General & Bulk Cargo ('000
tonnes) 1,305 1416 -7.8%
Throughput ('000 TEU) 186 200 -6.9%
Yield (USD, Revenue per
TEU) 199.8 194.3 3%
Yield (USD, Revenue per
tonnes) 7.1 8.7 -19%
Our largest commercial port, Port Akdeniz reported revenue growth of 2.3% to $59.9m in the period, with EBITDA rising 5.9% to $49.2m, with the EBITDA margin rising to 82.1%. General & Bulk cargo volumes, having declined by 5.9% at the half year, declined 7.8% for the full year.
In terms of TEU, volumes at Port Akdeniz declined by 6.9% in the year, a clear acceleration in the modest 0.4% decline in H1 2018. Total marble volumes declined by 8.9% in the year, with a particularly sharp drop of 23.1% in Q4 2018. While total volumes remain relatively small, TEU export volumes for non-marble rose 35.8% in the period, which is an encouraging trend as we continue with our strategy to diversify the port's volumes and revenues. TEU full container import volumes fell 21% in the year.
Our commercial ports did experience a slowdown in the latter part of Q4, we believe it was the caused by the cumulative effect of a number of individual factors. Our commercial ports are not immune to the impact of macro-economic factors such as trade tariffs and their associated impact on global trade in general. While for most of the year we saw no significant direct impact from tariffs or slowing trade, we believe the general uncertainty around global trade played a part in the slowdown.
In addition, the volatility in the Turkish Lira caused uncertainty amongst importers and exporters, particularly following changes made to currency regulations. Finally, the decision by Turkiye Denizcilik Isletmeleri A.S. ("TDI") to transfer land that was being used by GPH at Port Akdeniz to the neighbouring Free Trade Zone has increased competition for some cargo. Nevertheless, we continue to focus on delivering further diversification of our cargo volumes and believe we will be able to largely offset any further volume declines.
During 2018 Port Akdeniz opened a new warehouse facility and related bonded warehouse services, while our oil drilling support services work continues to perform well and is creating potential opportunities for us to expand some of these services to other customers.
In 2019 we plan to start facilitating a Ro-Ro service from Antalya to Trieste, Italy. This will create a new route for imports/exports in the region to and from Europe, and fill a sizeable gap in Antalya and our hinterland's logistic capabilities. It is early stage but this service could open up the sizable mainland Europe market to many local producers in the Antalya region. We also continue to evaluate the opportunity to open a logistics centre and associated services.
FY 2018 FY 2018 FY 2017 YoY YOY
Port Adria CCY
Reported Constant Reported Change
currency
Revenue (USD m) 10.0 9.6 7.5 32.8% 27.3%
Segmental EBITDA (USD m) 3.9 3.8 1.9 112% 103%
Segmental EBITDA Margin 39.2% 39.2% 24.6%
General & Bulk Cargo ('000) 173 213 -18.8%
Throughput ('000 TEU) 50 49 2.4%
Yield (USD, Revenue per
TEU) 106.1 95.0 11.7%
Yield (USD, Revenue per
tonnes) 25.1 10.8 133%
Port of Adria grew strongly in 2019, reporting revenue growth of 32.8% to $10.0m and EBITDA growth of 112% to $3.9m. On a constant currency basis revenue grew 27.7% and EBITDA grew 103%. As previously disclosed, project cargo volumes were handled during H1 2018.
TEU yields rose 11.7% to $106.1 and revenue per ton rose 133% to $25.1, excluding project cargo revenue per ton rose 46.4% to $13.8.
General & Bulk Cargo volumes fell 18.8%, having been up strongly at the half year stage. While H2 2019 was not expected to deliver the strong growth achieved in H1 2018, the decline was more significant than expected, particularly in the last few months of the year.
There was a number of reasons for this decline, steel coils volumes fell sharply in the last few months, with the knock on impact of global trade tariffs and trade barriers likely to be the cause of this decline. We continue to monitor developments in steel coils closely. Cement volumes also fell, with volume, lost to competing ports and road transportation. Volumes of imported MDF boards were negatively impacted by volatility in the Turkish Lira, the boards are imported from Turkey, and increased shipping rates also hit demand for the boards.
Container volumes increased 2.4% in the year, although volumes generally declined towards the end of the year, the overall impact was relatively small. Notable areas of volume declines included aluminium ingots, copper concentrate and cigarettes and tobacco, no specific reason has been identified for this decline.
Despite the decline in both volumes towards the end of the year, we are pleased to report that General & Bulk and Container volumes year to date are trading in line with management expectations and the performance delivered in the same period in 2018.
We continue to work on growing the volumes handled by this port. Later this year we expect to launch a Ro-Ro service, while we are in talks with a number of parties including importers, exporters and shipping lines about the introduction of new cargos at the port during 2019.
Financial Review
Total consolidated revenues were $124.8m in the period up 7.2% YoY. On a statutory (IFRS) basis operating profit improved by 229.4% to $35.9m which was primarily driven by the 7.2% increase in revenue, a reversal of replacement provisions for Spanish cruise ports ($12.2m) and the positive effect of our Turkish Lira based cost structure at our operations located in Turkey. Share of profit of equity-accounted investees grew strongly in the period, up 124% to $5.6m (FY 2017: $2,5m), with Net Finance Cost rising to $32.9m (FY 2017: $24.0m) driven principally by a negative foreign exchange effect on the Group's Eurobond debt. There was therefore an overall rise in profit before tax of 182% to $8.6m (FY 2017: loss of $10.5m).
The tax charge decreased by $2.1m for the period to $1.5m (FY 2017: $3.6m) principally due to movements related to deferred tax. The result was Profit after tax for the year of $7.1m, of which $770k was attributable to ordinary shareholders.
Management use certain alternative performance measures to assess the financial performance of the Group's business that are termed "non-IFRS measures" because they are not calculated in accordance with IFRS. However, they are used internally by management as key measures to assess the performance of the group and management believes that these measures allow for a better understanding of the company's operating performance. In particular, Segmental EBITDA is a Key Performance Indicator for the group.
Full year Segmental EBITDA was up 12.7% at $90.7m (10.6% ccy), driven by the positive performance of Cruise Segmental EBITDA, which was up 16.8% to $37.6m (12.0% ccy) and Commercial Segmental EBITDA which was up 10.0% to $53.1m (9.7% ccy)
Unallocated expenses
Unallocated expenses consist of Holding Company costs which increased to $7.0m in the year (FY 2017: $5.2m). This increase was primarily driven by a full 12 months of UK Plc related expenses vs 2017 and an increase in senior management headcount during the year.
Adjusted EBITDA, which is Segmental EBITDA less unallocated expenses was consequently up 11.2% to $83.7m (8.9% ccy).
Depreciation and Amortisation Costs,
Depreciation and amortisation costs increased to $44.7m in the year ($2017: $42.8m). This was primarily due to increased leasehold improvements depreciation of $1.4m, with a modest $0.6m increase in port operation rights amortisation to $31.6m (FY 2017 $31.0m).
Specific Adjusting Items in Operating Profit
As of 31 December 2018, specific adjusting items comprised project expenses amounting to $9.6m (FY 2017: $16.3m), reversal of replacement provisions of $12.2m (FY 2017: $0.1m) and other specific adjustment items $0.1m (FY 2017: $2.8m)
During 2018, the Group engaged an expert to provide an updated estimate of the likely capital expenditure required to replace the port equipment assets. This estimated expenditure was significantly lower than previous estimates, related to a reduction in the number of components of the port equipment and infrastructure that would require replacement. As a result, an amount of $12.2m was released from the provision in 2018.
Please see the Glossary of alternative performance measures (APM) in the consolidated financial statements for full details of Alternative Performance Measures.
Net Finance Costs
The Group's net finance charge in the period was $32.9m, an increase on the $24.0m charge in FY 2017. Due to Turkish Lira Depreciation against $ in the year the group has both a foreign exchange charge and gain associated with this. The Finance charge increased to $60.9m (FY 2017: $39.8m) primarily due to a non-cash loss when revaluing the Eurobond debt as this is issued by a Turkish Lira denominated, 100% owned entity within the group, along with non-cash revaluation losses on Turkish entities foreign currency dominated liabilities. Finance income increased to $28.0m due to non-cash revaluations gains on Turkish entities foreign currency dominated assets. Net interest expense stayed relatively stable at $25.2m (2017: $25.6m) due to the fact group's gross debt at period end was relatively stable at 31 December 2018 $347.1m (31(st) December 2017: $341.7m) and interest rates payable were also stable principally due to fact group's major borrowing, GLI Eurobond has a fixed interest rate.
Taxation
Global Ports Holding is a multinational group and as such is liable for taxation in multiple jurisdictions around the world. The Group's tax charge for the period was $1.5m (FY 2017: $3.6m). The lower tax rate compared with prior years is the result of principally due to movements related to deferred tax. On cash basis which was
Group's income taxes paid was consistent amounting to $7.3m (FY 2017: $8.1m),
Earnings Per Share
The Group's Basic earnings per share was 1.23c (FY 2017: -26.01c), this increase is in line with the improvement in profit for the year attributable to owners of the company to $770k (2017: loss of $15.6m). Underlying earnings per share of 42.3c (FY 2017: 47.6c), was primarily driven by the adding back of the amortisation of port operating rights of $31.6m and the deduction of the reversal of replacement provisions $12.2m. Underlying earnings per share is underlying profit divided by weighted average number of shares. Underlying profit decreased by 6.8% to $26.6m, driven by an increased amortisation expense in relation to port operation rights $31.6m (FY 2017: $31.0m), charge of unrealised portion of unhedged portion of GLI Eurobond, the subtraction of the reversal of replacement provisions in Spanish ports and $9.6m of project costs.
Cash Flow and Investment
Operating cash flow was $61.1m (FY 2017: $46.0m). Capital expenditure during the period was $14.8m, an increase on the $13.9m incurred in FY 2017 and compares to the H1 2018 capital expenditure of $5.6m (H1 2017: $10.6m). In 2018, notable areas of expenditure included $1.7m on office and terminal improvement in Barcelona, $2m in port operating rights for the extension in Bodrum, $4.4m on enhancements to superstructure in Port Akdeniz, $3.3m on enhancements to superstructure in Port of Adria. The group entered a strategic partnership with Dreamlines GmbH ("Dreamlines") during the year and concurrently provided a EUR10 million convertible loan note to Dreamlines.
Balance Sheet
Gross debt at period end was $347.1m (31(st) December 2017: $341.7m), the increase was mainly driven by a European Bank of Reconstruction and Development loan drawdown received by Port of Adria for the infrastructure investments, partially offset by a repayment of part of Barcelona Port Investments S.L (BPI) loan. The Leverage Ratio as per GPH's Eurobond covenant requirement declined to 4.2x at 31(st) December 2018 (31(st) December 2017: 4.5x), vs a covenant requirement of 5.0x.
At 31(st) December 2018 net debt was $267.6m (31(st) December 2017: $227.5m) Increase was mainly driven by the change in gross debt described above and Cash used for investments and capex activity the year. The group's Net Debt/Adjusted EBITDA ratio was 3.2x times as at 31(st) December 2018 (31(st) December 2017: 3.1x).
GLOSSARY OF ALTERNATIVE PERFORMANCE MEASURES (APM)
These financial statements includes certain measures to assess the financial performance of the Group's business that are termed "non-IFRS measures" because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These non-GAAP measures comprise the following;
Segmental EBITDA
Segmental EBITDA calculated as income/(loss) before tax after adding back: interest; depreciation; amortisation; unallocated expenses; and specific adjusting items.
Management evaluates segmental performance based on Segmental EBITDA. This is done to reflect the fact that there is a variety of financing structures in place both at a port and Group-level, and the nature of the port operating right intangible assets vary by port depending on which concessions were acquired versus awarded, and which fall to be treated under IFRIC 12. As such, management considers monitoring performance in this way, using Segmental EBITDA, gives a more comparable basis for profitability between the portfolio of ports and a metric closer to net cash generation. Excluding project costs for acquisitions and one-off transactions such as the IPO as well as unallocated expenses, gives a more comparable year-on-year measure of port-level trading performance.
Management is using Segmental EBITDA for evaluating each port and group-level performances on operational level. As per management's view, some specific adjusting items included on the computation of Segmental EBITDA.
Specific adjusting items
The Group presents specific adjusting items separately. For proper evaluation of individual ports financial performance and consolidated financial statements, Management considers disclosing specific adjusting items separately because of their size and nature. These expenses and incomes include project expenses; being the costs of specific M&A activities and the costs associated with appraising and securing new and potential future port agreements, employee termination expenses, income from insurance repayments, replacement provisions and other provision expenses and other insignificant expenses.
Specific adjusting items comprised as following,
Year ended Year ended
31 December 31 December
2018 2017
(USD '000) (USD '000)
Project expenses 9,594 16,342
Employee termination
expenses 147 250
Replacement provisions 677 2,078
Provisions / (reversal
of provisions) (12,210) (135)
Other expenses (690) 480
Specific adjusting items (2,482) 19,015
Adjusted EBITDA
Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses.
Management uses Adjusted EBITDA measure to evaluate Group's consolidated performance on an "as-is" basis with respect to the existing portfolio of ports. Notably excluded from Adjusted EBITDA, the costs of specific M&A activities and the costs associated with appraising and securing new and potential future port agreements. M&A and project development are key elements of the Group's strategy in the Cruise segment. Project lead times and upfront expenses for projects can be significant, however these expenses (as well as expenses related to raising financing such as IPO or acquisition financing) do not relate to the current portfolio of ports but to future EBITDA potential. Accordingly, these expenses would distort Adjusted EBITDA which management is using to monitor the existing portfolio's performance.
A full reconciliation for Segmental EBITDA and Adjusted EBITDA to profit before tax is provided in the Segment Reporting Note 2 to these financial statements.
Underlying Profit
Management uses this measure to evaluate the profitability of the Group normalised to exclude the specific non-recurring expenses and income, and adjusted for the non-cash port intangibles amortisation charge, giving a measure closer to actual net cash generation, which the directors' consider a key benchmark in making the dividend decision. Underlying Profit is also consistent with Consolidated Net Income (CNI), as defined in the Group's 2021 Eurobond, which is monitored to ensure covenant compliance.
Underlying Profit is calculated as profit / (loss) for the year after adding back: amortization expense in relation to Port Operation Rights and specific non-recurring expenses and income.
Adjusted earnings per share
Adjusted earnings per share is calculated as underlying profit divided by weighted average per share.
Management uses these measures to evaluate the profitability of the Group normalised to exclude the one-off IPO costs and adjusted for the non-cash port intangibles amortisation charge, giving a measure closer to actual net cash generation, which the directors' consider a key benchmark in making the dividend decision. Underlying Profit is also consistent with Consolidated Net Income (CNI), as defined in the Group's 2021 Eurobond, which is monitored to ensure covenant compliance.
Underlying profit and adjusted earnings per share computed as following;
Year ended Year ended
31 December 31 December
2018 2017
(USD '000) (USD '000)
Profit / (Loss) for the Period 7,136 (14,131)
Amortisation of port operating
rights 31,648 31,032
IPO costs -- 9,768
personnel premiums related based
on successful listing on LSE -- 1,841
Reversal of replacement provisions (12,209) --
Underlying Profit 26,575 28,510
Weighted average number of shares 62,826,963 59,889,171
Adjusted earnings per share (pence) 42.3 47.6
Net debt
Net debt comprises total borrowings (bank loans, Eurobond and finance leases net of accrued tax) less cash, cash equivalents and short term investments.
Management includes short term investments into the definition of Net Debt, because these short term investment are comprised of marketable securities which can be quickly converted into cash.
Net debt comprised as following;
Year ended Year ended
31 December 31 December
2018 2017
(USD '000) (USD '000)
Current loans and borrowings 48,755 44,878
Non-current loans and borrowings 298,296 296,842
Gross debt 347,051 341,720
Cash and bank balances (79,829) (99,448)
Short term financial investments (72) (14,728)
Net debt 267,150 227,544
Equity 215,721 264,730
Net debt to Equity ratio 1.24 0.86
Leverage ratio
Leverage ratio is used by management to monitor available credit capacity of the Group.
Leverage ratio is computed by dividing gross debt to Adjusted EBITDA.
Leverage ratio computation is made as follows;
Year ended Year ended
31 December 31 December
2018 2017
(USD '000) (USD '000)
Gross debt 347,051 341,719
Adjusted EBITDA (annualized) 83,714 75,277
Leverage ratio 4.15x 4.54x
CAPEX
CAPEX represents the recurring level of capital expenditure required by the Group excluding M&A related capital expenditure.
CAPEX computed as 'Acquisition of property and equipment' and 'Acquisition of intangible assets' per the cash flow statement.
Year ended Year ended
31 December 31 December
2018 2017
(USD '000) (USD '000)
Acquisition of property and equipment 11,896 13,279
Acquisition of intangible assets 2,911 596
CAPEX 14,807 13,875
Cash conversion ratio
Cash conversion ratio represents a measure of cash generation after taking account of on-going capital expenditure required to maintain the existing portfolio of ports.
It is computed as Adjusted EBITDA less CAPEX divided by Adjusted EBITDA.
Year ended Year ended
31 December 31 December
2018 2017
(USD '000) (USD '000)
Adjusted EBITDA 83,714 75,277
CAPEX (14,912) (13,875)
Cash converted after CAPEX 68,802 61,402
Cash conversion ratio 82.2% 81.6%
Hard currency
Management uses the term hard currency to refer to those currencies that historically have been less susceptible to exchange rate volatility. For the year ended 31 December 2018 and 2017, the relevant hard currencies for the Group are US Dollar, Euro and Singaporean Dollar.
Unaudited Audited
Year ended Year ended
31 December 31 December
2018 2017
Note (USD '000) (USD '000)
----- ------------- -------------
Revenue 3 124,812 116,366
Cost of sales 4 (77,523) (75,548)
------------- -------------
Gross profit 47,289 40,818
Other income 6 19,728 2,228
Selling and marketing expenses (1,293) (1,296)
Administrative expenses 5 (15,993) (16,375)
Other expenses 6 (13,834) (14,440)
-------------
Operating profit 35,897 10,935
------------- -------------
Finance income 7 27,955 15,778
Finance costs 7 (60,867) (39,793)
-------------
Net finance costs (32,912) (24,015)
------------- -------------
Share of profit of equity-accounted
investees 10 5,631 2,548
Profit / (Loss) before tax 8,616 (10,532)
------------- -------------
Tax expense (1,480) (3,599)
Profit / (Loss) for the year 7,136 (14,131)
============= =============
Profit / (Loss) for the year
attributable to:
Owners of the Company 770 (15,576)
Non-controlling interests 6,366 1,445
------------- -------------
7,136 (14,131)
============= =============
the accompanying notes form part of these financial statements
Unaudited Audited
Year ended Year ended
31 December 31 December
2018 2017
Note (USD '000) (USD '000)
Other comprehensive income
Items that will not be reclassified
subsequently
to profit or loss
Remeasurement of defined benefit
liability (19) (23)
Income tax relating to items
that will not be reclassified
subsequently to profit or loss 4 5
------------- -------------
(15) (18)
------------- -------------
Items that may be reclassified
subsequently
to profit or loss
Foreign currency translation
differences 42,107 41,699
Cash flow hedges - effective
portion of changes in fair
value 155 (55)
Cash flow hedges - realized
amounts transferred to income
statement (216) 389
Losses on a hedge of a net
investment (59,630) (13,389)
(17,584) 28,644
------------- -------------
Other comprehensive income
/ (loss) for the year, net
of income tax (17,599) 28,626
------------- -------------
Total comprehensive income
/ (loss) for the year (10,463) 14,495
============= =============
Total comprehensive income
/ (loss) attributable to:
Owners of the Company (12,315) 2,231
Non-controlling interests 1,852 12,264
------------- -------------
(10,463) 14,495
============= =============
Basic and diluted earnings
/ (loss) per share
(cents per share) 15 1.23 (26.01)
------------- -------------
the accompanying notes form part of these financial statements
Unaudited Audited
-------- ------------------ -------------------
Restated*
As at 31 December As at 31 December
2018 2017
Note (USD '000) (USD '000)
-------- ------------------ -------------------
Non-current assets
Property and equipment 8 129,351 134,664
Intangible assets 9 392,361 433,075
Goodwill 13,485 14,088
Equity-accounted investments 10 26,003 22,004
Other investments 12,013 6
Deferred tax assets 3,066 1,695
Other non-current assets 4,626 5,022
------------------ -------------------
580,905 610,554
------------------ -------------------
Current assets
Trade and other receivables 19,999 15,702
Due from related parties 17 1,027 1,599
Other investments 72 14,728
Other current assets 3,336 4,947 (*)
Inventories 1,454 1,714 (*)
Prepaid taxes 1,363 2,932
Cash and cash equivalents 11 79,829 99,448
-------------------
107,080 141,070
------------------ -------------------
Total assets 687,985 751,624
================== ===================
Current liabilities
Loans and borrowings 13 48,755 44,878
Trade and other payables 15,279 15,862
Due to related parties 542 483
Current tax liabilities 2,459 2,217
Provisions 14 955 1,202
------------------ --- ------------------- ----
67,990 64,642
------------------ -------------------
Non-current liabilities
Loans and borrowings 13 298,296 296,842
Other financial liabilities 3,408 2,662
Derivative financial liabilities 617 852
Deferred tax liabilities 92,294 99,879
Provisions 14 8,862 21,081
Employee benefits 797 936
------------------ -------------------
404,274 422,252
------------------ -------------------
Total liabilities 472,264 486,894
================== ===================
Net assets 215,721 264,730
================== ===================
Equity
Share capital 12 811 811
Share premium account 12 -- --
Legal reserves 12 13,030 13,012
Hedging reserves (195,393) (135,763)
Translation reserves 197,247 150,626
Retained earnings 108,981 143,148
------------------ -------------------
Equity attributable to equity
holders of the Company 124,676 171,834
Non-controlling interests 91,045 92,896
------------------ -------------------
Total equity 215,721 264,730
================== ===================
(*) Please refer to note 1.
the accompanying notes form part of these financial statements
Unaudited
Share Share Legal Hedging Translation Retained Non-controlling Total
(USD '000) Notes capital premium reserves reserves reserves earnings Total interests equity
--------- -------- --------- ---------- ------------ --------- --------- ---------------- ---------
Balance at 1
January 2018 12 811 -- 13,012 (135,763) 150,626 143,148 171,834 92,896 264,730
(Loss) / income
for the year -- -- -- -- -- 770 770 6,366 7,136
Other
comprehensive
(loss)
/ income for
the year -- -- -- (59,630) 46,621 (76) (13,085) (4,514) (17,599)
Total
comprehensive
(loss)
/ income for
the year -- -- -- (59,630) 46,621 694 (12,315) 1,852 (10,463)
--------- -------- --------- ---------- ------------ --------- --------- ---------------- ---------
Transactions
with owners of
the Company
Transactions
with
non-controlling
interest -- -- -- -- -- -- -- 94 94
Transfer to
legal reserves -- -- 18 -- -- (18) -- -- --
12
Dividends (c) -- -- -- -- -- (34,843) (34,843) (3,797) (38,640)
--------- -------- --------- ---------- ------------ --------- --------- ---------------- ---------
Total
contributions
and
distributions -- -- 18 -- -- (34,861) (34,843) (3,703) (38,546)
--------- -------- --------- ---------- ------------ --------- --------- ---------------- ---------
Total
transactions
with owners
of the Company -- -- 18 (59,630) 46,621 (34,167) (47,158) (1,851) (49,009)
--------- -------- --------- ---------- ------------ --------- --------- ---------------- ---------
Balance at 31
December 2018 811 -- 13,030 (195,393) 197,247 108,981 124,676 91,045 215,721
========= ======== ========= ========== ============ ========= ========= ================ =========
the accompanying notes form part of these financial statements
Audited
Share Share Legal Hedging Translation Merger Retained Non-controlling Total
(USD '000) Notes capital premium reserves reserves reserves Reserves earnings Total interests equity
---------- --------- --------- ---------- ------------ ---------- ---------- --------- ---------------- ---------
Balance at 1
January 2017
(Restated*) 354,805 12,424 (122,708) 119,764 (266,430) 43,622 141,477 80,588 222,065
Impact of
finalization
of
acquisition
accounting -- -- -- -- (18) -- 131 113 1,107 1,220
Restated
balance at 1
January
2017 354,805 -- 12,424 (122,708) 119,746 (266,430) 43,753 141,590 81,695 223,285
---------- --------- --------- ---------- ------------ ---------- ---------- --------- ---------------- ---------
(Loss) /
income for
the year -- -- -- -- -- -- (15,576) (15,576) 1,445 (14,131)
Other
comprehensive
(loss)
/ income for
the year -- -- -- (13,055) 30,880 -- (18) 17,807 10,819 28,626
Total
comprehensive
(loss)
/ income for
the year -- -- -- (13,055) 30,880 -- (15,594) 2,231 12,264 14,495
---------- --------- --------- ---------- ------------ ---------- ---------- --------- ---------------- ---------
Transactions
with owners of
the Company
Issuance of 12
shares on IPO (a) 50,492 22,543 -- -- -- -- -- 73,035 -- 73,035
Share capital 12
reduction (a) (404,486) (22,543) -- -- -- -- 427,029 -- -- --
Transfer to
retained 12
earnings (a) -- -- -- -- -- 266,430 (266,430) -- -- --
Transfer to
legal
reserves -- -- 588 -- -- -- (588) -- -- --
12
Dividends (c) -- -- -- -- -- -- (45,022) (45,022) (1,063) (46,085)
---------- --------- --------- ---------- ------------ ---------- ---------- --------- ---------------- ---------
Total
contributions
and
distributions (353,994) -- 588 -- -- 266,430 114,989 28,013 (1,063) 26,950
---------- --------- --------- ---------- ------------ ---------- ---------- --------- ---------------- ---------
Total
transactions
with owners
of the
Company (353,994) -- 588 (13,055) 30,880 266,430 99,395 30,244 11,201 41,445
---------- --------- --------- ---------- ------------ ---------- ---------- --------- ---------------- ---------
Balance at 31
December 2017 811 -- 13,012 (135,763) 150,626 -- 143,148 171,834 92,896 264,730
========== ========= ========= ========== ============ ========== ========== ========= ================ =========
(*) Please refer to Note 1.
the accompanying notes form part of these financial statements
Unaudited Audited
---------------------------------------- ------ ------------- -------------
Year ended Year ended
31 December 31 December
2018 2017
Note (USD '000) (USD '000)
---------------------------------------- ------ ------------- -------------
Cash flows from operating activities
Profit / (Loss) for the year 7,136 (14,131)
Adjustments for:
Depreciation and amortisation expense 8, 9 44,668 42,779
Share of profit of equity-accounted
investees, net of tax 10 (5,631) (2,548)
Gain on disposal of property plant
and equipment (142) (148)
Finance costs (excluding foreign
exchange differences) 26,623 26,910
Finance income (excluding foreign
exchange differences) (1,684) (2,752)
Foreign exchange differences on
finance costs and income, net 7,973 (143)
Income tax (benefit) / expense 1,480 3,599
Employment termination indemnity
reserve 39 253
Reversal of / (Charges to) Provision 14 (12,000) 3,103
Operating cash flow before changes
in operating assets and liabilities 68,462 56,922
Changes in:
- trade and other receivables (4,297) (3,486)
- other current assets 3,510 (689)
- related party receivables 572 (5)
- other non-current assets 412 1,785
- trade and other payables (71) 1,120
- related party payables 59 (131)
- Employee benefits paid (131) (127)
- provisions (64) (1,237)
---------------------------------------- ------ ------------- -------------
Cash generated by operations before
benefit and tax payments 68,452 54,152
Income taxes paid (7,345) (8,127)
---------------------------------------- ------ ------------- -------------
Net cash generated from operating
activities 61,107 46,025
Investing activities
Acquisition of property and equipment 8 (11,896) (13,279)
Acquisition of intangible assets 9 (2,911) (596)
Proceeds from sale of property
and equipment 234 360
Bond and short-term investment
income (30) 1,381
Bank interest received 348 971
Dividends from equity accounted
investees 541 --
Other Investment in FVTPL instruments (11,977) --
Proceeds from sale of investments 13,944 --
Advances given for tangible assets (85) (319)
---------------------------------------- ------ ------------- -------------
Net cash (used in)/from investing
activities (11,832) (11,482)
Financing activities
Increase in share capital 12 -- 73,035
Equity injection by minorities
to subsidiaries 94 --
Cash inflow from related parties -- 28,856
Cash outflow to related parties -- (52)
Dividends paid to equity owners 12(c) (34,843) (45,022)
Dividends paid to NCIs 12(c) (3,797) (1,063)
Interest paid (23,902) (25,519)
Proceeds from borrowings 44,205 26,534
Repayments of borrowings (36,124) (35,738)
---------------------------------------- ------ ------------- -------------
Net cash (used in)/from financing
activities (54,367) 21,031
Net increase / (decrease in cash
and cash equivalents (5,092) 55,574
Effect of foreign exchange rate
changes on cash and cash equivalents (14,527) (435)
Cash and cash equivalents at beginning
of year 11 99,448 44,309
Cash and cash equivalents at end
of year 11 79,829 99,448
======================================== ====== ============= =============
the accompanying notes form part of these financial statements
1 Basis of preparation
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 34 Brook Street 3rd Floor, London W1K 5DN, United Kingdom. Global Ports Holding PLC is the parent company of Global Liman Isletmeleri A.S. and its subsidiaries (the "Existing Group"). The majority shareholder of the Company is Global Yatırım Holding.
These condensed Financial Statements have not been audited.
The financial information for the year ended 31 December 2018 contained in this News Release was approved by the Board on 12 March 2019. These condensed Financial Statements for the year ended 31 December 2018 have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. They have been prepared in accordance with EU endorsed International Financial Reporting Standards ("IFRSs") but do not comply with the full disclosure requirements of these standards.
The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2018 or 2017. The financial information for 2017 is derived from the statutory accounts for 2017 which have been delivered to the registrar of companies. The previous auditor has reported on the 2017 accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. The statutory accounts for 2018 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the registrar of companies in due course.
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.
As part of a restructuring accompanying the IPO of the Group on 17 May 2017, Global Ports Holding PLC replaced Global Liman Isletmeleri A.S. as the parent company of the Group by way of a Share exchange agreement. Under IFRS 3 this has been accounted for as a group reconstruction under merger accounting. The results for the Group for the period from 1 January 2017 to 31 December 2017 have been presented as if Global Ports Holding PLC was the parent company from 1 January 2017. The prior year comparatives reflect the consolidated results of the Group under Global Liman Isletmeleri A.S.
Accounting policies
With the exception of those changes described below the accounting policies adopted of these Condensed Financial Statements are consistent with those described on pages 172 - 185 of the Annual Report and Financial Statements for the year ended 31 December 2017.
In the year ended 31 December 2018, the Group applied a number of amendments to IFRSs issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2018. The Group has adopted IFRS 15 Revenue from Contracts with Customers and IFRS 9 Financial Instruments from 1 January 2018. A number of other new standards are effective from 1 January 2018 but they do not have a material effect on the Group's financial statements.
The effect of initially applying these standards is mainly attributed to the following:
IFRS 15 - Revenue from contracts with customers: IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaced IAS 18 Revenue, IAS 11 Construction Contracts and related interpretations. Under IFRS 15, revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer of control - at a point in time or over time- can require judgement. Given the nature of the business, the Group does not have significant long-term contractual agreements in place with its customers as the majority of the Group's revenues are derived from a short-term set of activities performed whilst a ship is docked in one of its Cruise or Commercial ports. These fees are usually agreed at the time based on the applicable port tariff and are charged based on the actual services performed. Revenue is then recognised when the invoice is issued as the ship departs the port, after all services have been provided. The only potentially longer services performed by the Group are the land services in relation to storing of cargo and project cargo operations, and rental income, where performance obligations might be performed over a period greater than a few weeks.
1 Basis of preparation (continued)
The Group has adopted IFRS 15 using the cumulative effect method (without practical expedients), with the effect of initially applying this standard recognised at the date of initial application (i.e. 1 January 2018). Adoption of the new standard has not had a material effect on the Group's revenue recognition. Accordingly, the information presented for 2017 has not been restated - i.e. it is presented, as previously reported, under IAS 18 and related interpretations. Additionally, the disclosure requirements in IFRS 15 have not generally been applied to comparative information.
IFRS 9 - Financial Investments: The Group adopted IFRS 9 on 1 January 2018. IFRS 9 sets out requirements for recognising and measuring financial assets, financial liabilities and some contracts to buy or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement.
I. Classification and measurement of financial assets and financial liabilities
Given the nature of the Group's financial assets held, no material changes to the classification and measurement of financial instruments have been identified, in particular in relation to the carrying value of financial assets under the IFRS 9 'expected loss model'.
II. Impairment of financial assets
The Group has performed an analysis of the groups receivables profile, by nature of its business and its clients and historical performance of its receivables. The adoption of the expected credit loss approach has not resulted in a material change in provision for impairment loss as at 31 December 2018.
III. Hedge accounting
In relation to hedge accounting, the Group has immaterial cash flow hedges using interest rate swaps and a net investment hedge which was effective in 2017 and which is expected to remain fully effective under IFRS 9. All hedging relationships designated under IAS 39 at 31 December 2017 met the criteria for hedge accounting under IFRS 9 at 1 January 2018 and are therefore regarded as continuing hedging relationships.
Correction of errors
During 2018, the Group discovered following two errors in 2017 financial statements. The errors had been corrected by restating each of the affecting financial statement line items for prior periods. The following paragraphs summarise the impacts on the Group financial statements;
In the prior year financial statements, the narrative for line items of "inventory" and "other current assets" was inadvertently transposed as $4,947 thousand and $1,714 thousand on the face of the balance sheet, respectively. The restated presentation reflects the appropriate position.
In the prior year financial statements, 1 January 2017 opening share capital was recorded at $33,836 thousand; share premium at $54,539 thousand; and a merger reserve of nil. The effects of the group restructuring transactions in early 2017 were reflected as entries in 2017. The Directors now consider that a more appropriate presentation was that the share capital at 1 January 2017 should have been recognised at the reorganised amount of $354,805 thousand with an amount of $266,430 thousand in the merger reserve and share premium of nil. This is because the transaction was accounted for as a Group reconstruction under merger accounting and the consolidated financial statements were prepared as a continuation of the existing Group.
2 Segment reporting a) Products and services from which reportable segments derive their revenues
The Group operates various cruise and commercial ports and all revenue is generated from external customers such as cruise liners, ferries, yachts, individual passengers, container ships and bulk and general cargo ships.
b) Reportable segments
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision-maker, in deciding how to allocate resources and assessing performance.
The Group has identified two main segments as commercial and cruise businesses. Under each main segment, Group had presented its operations on port basis as an operating segment, as each port represents a set of activities which generates revenue and the financial information of each port is reviewed by the Group's chief operating decision-maker in deciding how to allocate resources and assess performance. Spanish Ports are aggregated due to the Group's operational structure. The Group's chief operating decision-maker is the Chief Executive Officer ("CEO"), who reviews the management reports of each port at least on a monthly basis.
The CEO evaluates segmental performance on the basis of earnings before interest, tax, depreciation and amortisation excluding the effects of specific adjusting income and expenses comprising project expenses, bargain purchase gains and reserves, board member leaving fees, employee termination payments, unallocated expenses, finance income, finance costs, and including the share of equity-accounted investments which is fully integrated into GPH cruise port network ("Adjusted EBITDA" or "Segmental EBITDA"). Adjusted EBITDA is considered by Group management to be the most appropriate profit measure for the review of the segment operations because it excludes items which the Group does not consider to represent the operating cash flows generated by underlying business performance. The share of equity-accounted investees has been included as it is considered to represent operating cash flows generated by the Group's operations that are structured in this manner.
The Group has the following operating segments under IFRS 8:
-- BPI ("Creuers" or "Creuers (Barcelona and Málaga)"), VCP ("Valetta Cruise Port"), Ege Liman ("Ege Ports-Ku adası"), Bodrum Liman ("Bodrum Cruise Port"), Ortado u Liman (Cruise port operations), POH, Lisbon Cruise Terminals, SATS - Creuers Cruise Services Pte. Ltd. ("Singapore 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.
-- Ortado u Liman (Commercial port operations) ("Port Akdeniz-Antalya") and Port of Adria ("Port of Adria-Bar") which both fall under the Group's commercial port operations.
The Group's reportable segments under IFRS 8 are BPI, VCP, Ege Liman, Ortado u Liman (Commercial port operations) and Port of Adria (Commercial port operations). Bodrum Cruise Port, Italian Ports, Ortado u Liman (Cruise operations) and Port of Adria (Cruise Operations) that do not exceed the quantitative thresholds for reporting information about operating segments have been included in Other.
Global Depolama does not generate any revenues and therefore is presented as unallocated to reconcile to the consolidated financial statements results.
Assets, revenue and expenses directly attributable to segments are reported under each reportable segment.
Any items which are not attributable to segments have been disclosed as unallocated.
2 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:
Total Ortado u Port of Total
USD '000 BPI VCP Ege Liman Other Cruise Liman Adria Commercial Total
31 December
2018
Revenue 31,577 13,017 4,650 5,670 54,914 59,887 10,011 69,898 124,812
Segmental
EBITDA 19,793 6,399 3,084 8,331 37,607 49,184 3,928 53,112 90,719
Unallocated
expenses (7,005)
Adjusted EBITDA 83,714
Reconciliation
to profit
before tax
Depreciation
and
amortisation
expenses (44,668)
Specific
adjusting
items(*) 2,482
Finance income 27,955
Finance costs (60,867)
(Loss) before
income tax 8,616
31 December
2017
Revenue 27,376 12,916 4,819 5,165 50,276 58,549 7,541 66,090 116,366
Segmental
EBITDA 17,558 6,826 2,954 4,877 32,215 46,436 1,855 48,291 80,506
Unallocated
expenses (5,229)
Adjusted EBITDA 75,277
Reconciliation
to profit
before tax
Depreciation
and
amortisation
expenses (42,779)
Specific
adjusting
items(*) (19,015)
Finance income 15,778
Finance costs (39,793)
(Loss) before
income tax (10,532)
---------------- ------- ------- ---------- ------ ------------ ----------- ----------- ----------- ---------
(*) Please refer to glossary of alternative performance measures (APM).
The Group did not have inter-segment revenues in any of the periods shown above.
2 Segment reporting (continued) b) Reportable segments (continued) (ii) Segment assets and liabilities
The following is an analysis of the Group's assets and liabilities by reportable segment for the years ended:
Total Ortado Port Total
USD '000 BPI VCP Ege Liman Other Cruise u Liman of Adria Commercial Total
31 December 2018
Segment assets 152,341 96,756 48,117 12,789 310,003 220,984 67,672 288,656 598,659
Equity-accounted
investees -- -- -- 26,003 26,003 -- -- -- 26,003
Unallocated
assets 63,323
Total assets 687,985
Segment
liabilities 66,652 35,248 13,202 7,048 122,150 56,969 29,725 86,694 208,844
Unallocated
liabilities 263,420
Total liabilities 472,264
31 December 2017
Segment assets 164,043 115,673 55,965 13,900 349,581 234,902 70,526 305,428 655,009
Equity-accounted
investees -- -- -- 22,004 22,004 -- -- -- 22,004
Unallocated
assets 74,611
Total assets 751,624
Segment
liabilities 98,490 37,471 13,285 5,069 154,315 53,333 8,157 61,490 215,804
Unallocated
liabilities 271,090
Total liabilities 486,894
------------------ -------- -------- ---------- ------- -------- --------- ---------- -------------- --------
2 Segment reporting (continued)
b) Reportable segments (continued)
(iii) Other segment information
The following table details other segment information for the years ended:
Ege Total Ortado u Port of Total
USD '000 BPI VCP Liman Other Cruise Liman Adria Commercial Unallocated Total
31 December 2018
Depreciation and
amortisation
expenses (11,350) (2,595) (3,027) (3,359) (20,331) (21,342) (2,875) (24,217) (120) (44,668)
Additions to
non-current assets
(*)
- Capital
expenditures 2,074 927 259 2,361 5,621 4,761 3,443 8,204 982 14,807
- Other -- -- -- -- -- -- -- -- -- --
Total additions to
non-current assets
(*) 2,074 927 259 2,361 5,621 4,761 3,443 8,204 982 14,807
31 December 2017
Depreciation and
amortisation
expenses (10,869) (2,582) (2,788) (3,119) (19,358) (20,742) (2,514) (23,256) (165) (42,779)
Additions to
non-current assets
(*)
- Capital
expenditures 209 801 3,448 1,447 5,905 2,851 6,581 9,432 467 15,804
- Other -- -- -- -- -- -- -- -- -- --
Total additions to
non-current assets
(*) 209 801 3,448 1,447 5,905 2,851 6,581 9,432 467 15,804
-------------------- --------- -------- -------- -------- --------- --------- -------- ----------- ------------ ---------
(*) Non-current assets exclude those relating to deferred tax assets and financial instruments (including equity-accounted investees).
2 Segment reporting (continued) b) Reportable segments (continued) (iv) Geographical information
The Port operations of the Group are managed on a worldwide basis, but operational ports and management offices are primarily in Turkey, Montenegro, Malta, Spain and Italy. The geographic information below analyses the Group's revenue and non-current assets by countries. In presenting the following information, segment revenue has been based on the geographic location of port operations and segment non-current assets were based on the geographic location of the assets.
Year ended Year ended
31 December 2018 31 December 2017
Revenue (USD '000) (USD '000)
------------------ ------------------
Turkey 66,985 66,009
Montenegro 10,042 7,541
Malta 13,017 12,916
Spain 31,577 27,376
Italy 3,191 2,524
------------------ ------------------
124,812 116,366
================== ==================
As at As at
31 December 2018 31 December 2017
Non-current assets (USD '000) (USD '000)
------------------ ------------------
Turkey 243,224 265,791
Spain 129,695 144,939
Malta 94,703 100,632
Montenegro 65,202 67,416
Italy 6,962 7,960
UK 12,048 117
Unallocated 29,071 23,699
580,905 610,554
================== ==================
Non-current assets relating to deferred tax assets and financial instruments (including equity-accounted investments) are presented as unallocated.
(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.
3 Revenue
For the years ended 31 December, revenue comprised the following:
BPI VCP EP others Cruise Port Akdeniz Port of Adria Commercial Consolidated
---------------- ---------------- -------------- -------------- ---------------- ---------------- --------------- ---------------- ------------------
(USD '000) 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017 2018 2017
------- ------- ------- ------- ------ ------ ------ ------ ------- ------- ------- ------- ------- ------ ------- ------- -------- --------
Point in time
Container
revenue -- -- -- -- -- -- -- -- -- -- 37,158 38,881 5,360 4,679 42,518 43,560 42,518 43,560
Landing
fees 27,356 22,454 4,754 5,524 1,838 788 3,144 2,910 37,092 31,676 -- -- -- 37,092 31,676
Port
service
revenue 1,742 2,564 1,163 524 1,468 2,061 746 513 5,119 5,662 12,146 5,952 282 188 12,428 6,140 17,547 11,802
Cargo
revenue -- -- -- -- -- -- -- -- -- -- 9,307 12,301 3,378 2,301 12,685 14,603 12,685 14,603
Domestic
water
sales 695 585 -- -- 86 129 34 55 815 769 35 48 19 32 54 79 869 848
Income from
duty free
operations -- -- 4,030 4,528 -- -- -- -- 4,030 4,528 -- -- -- -- -- -- 4,030 4,528
Other
revenue -- -- 436 -- 264 158 454 370 1,154 528 589 324 33 15 622 339 1,776 867
Over time --
Rental
income 1,784 1,773 2,634 2,339 994 1,683 713 1,317 6,125 7,112 653 702 938 326 1,592 1,028 7,716 8,140
Habana
Management
fee -- -- -- -- -- -- 579 -- 579 -- -- -- -- -- -- -- 579 --
Total 31,577 27,376 13,017 12,915 4,650 4,819 5,670 5,165 54,914 50,275 59,888 58,549 10,011 7,541 69,898 66,090 124,812 116,366
======= ======= ======= ======= ====== ====== ====== ====== ======= ======= ======= ======= ======= ====== ======= ======= ======== ========
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers;
Year ended Year ended
31 December 31 December
2018 2017
Revenue (USD '000) (USD '000)
------------- -------------
Receivables, which are included in
'trade and other receivables' 12,129 14,123
Contract assets 797 114
Contract liabilities (879) (1,001)
12,047 13,236
============= =============
The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on Commercial services provided to vessels and rental agreements. The contract assets are transferred to receivables when the rights become unconditional. This occurs when the Group issues an invoice to the customer.
The contract liabilities primarily relate to the advance consideration received from customers for providing services, for which revenue is recognised over time. These amounts will be recognised as revenue when the services has provided to customers and billed, which was based on the nature of the business less than one week period.
The amount of $1,001 thousand recognised in contract liabilities at the beginning of the period has been recognised as revenue for the period ended 31 December 2018.
The amount of revenue recognised in the period ended 31 December 2018 from performance obligations satisfied (or partially satisfied) in previous periods is $114 thousand. This is mainly due to the nature of operations.
No information is provided about remaining performance obligations at 31 December 2018 that have an original expected duration of one year or less, as allowed by IFRS 15.
4 Cost of sales
For the years ended 31 December, cost of sales comprised the following:
2018 2017
(USD '000) (USD '000)
------------ ------------
Depreciation and amortization
expenses 41,655 39,507
Personnel expenses 14,228 14,329
Cost of inventories sold 2,453 2,590
Commission fees to government
authorities and pilotage expenses 3,716 3,204
Security expenses 2,627 1,940
Repair and maintenance expenses 1,923 1,808
Subcontractor lashing expenses 1,403 1,624
Subcontractor crane expenses 1,305 1,408
Replacement provision 677 2,078
Other expenses 7,536 7,060
Total 77,523 75,548
============ ============
5 Administrative expenses
For the years ended 31 December, administrative expenses comprised the following:
2018 2017
(USD '000) (USD '000)
------------------ ------------------
Personnel expenses 5,983 4,917
Depreciation and amortization
expenses 3,013 3,272
Consultancy expenses 2,191 3,497
Representation expenses 826 1,205
Other expenses 3,980 3,484
------------------
Total 15,993 16,375
================== ==================
6 Other income and other expenses
For the years ended 31 December, other income comprised the following:
2018 2017
USD'000 USD'000
--------- ---------
Reversal of replacement
for Spanish Ports (*) 12,210 383
Foreign currency income
from operations 4,646 1,152
Income from reversal of
withholding tax (**) 1,095 --
Insurance income 615 --
Gain on sale of fixed assets 145 --
Other 1,017 693
Total 19,728 2,228
========= =========
(*) Reversal of replacement for Spanish Ports are related to an assumption change on provision. See note 14.
(**) Income from reversal of withholding tax is related to cancellation of tax for distributed dividends to foreign entities.
For the years ended 31 December, other expenses comprised the following:
2018 2017
USD'000 USD'000
--------- ---------
Project expenses (*) 9,594 11,999
Foreign currency losses
from operations 1,523 --
Tax amnesty expenses 920 --
Recovery from insurance 496 --
Impairment losses on inventory 106 --
Provisions 34 83
Other 1,161 2,358
Total 13,834 14,440
========= =========
(*) The project expenses are mainly related to the projects for new acquisitions and the Group's listing on the LSE which completed on 17 May 2017.
7 Finance income and costs
For the years ended 31 December, finance income comprised the following:
2018 2017
Finance income (USD '000) (USD '000)
------------ ------------
Other foreign exchange gains 26,271 13,026
Interest income on marketable
securities (*) -- 1,490
Interest income on related
parties 449 --
Interest income on banks and
others 470 973
Interest income from housing
loans 33 32
Gain on sale of marketable
securities -- 15
Other income 732 242
------------
Total 27,955 15,778
------------ ------------
(*) Interest income on marketable securities comprises the interest income earned from the Global Yatırım Holding's bonds during the year. Global Yatırım Holding is the majority shareholder of the Company.
The income from financial instruments within the category loans and receivables is USD 952 thousand (31 December 2017: USD 2,495 thousand). Income from financial instruments within the category fair value through profit and loss is nil (31 December 2017: nil).
7 Finance income and costs (continued)
For the years ended 31 December, finance costs comprised the following:
2018 2017
Finance costs (USD '000) (USD '000)
-------------- --------------
Interest expense on loans
and borrowings 25,197 25,598
Foreign exchange losses on
loans and borrowings 19,827 12,608
Other foreign exchange losses 14,417 275
Other interest expenses 17 323
Letter of guarantee commission
expenses 158 190
Loan commission expenses 103 79
Unwinding of provisions during
the year (Note 27) 303 591
Other costs 845 129
Total 60,867 39,793
============== ==============
The interest expense for financial liabilities not classified as fair value through profit or loss is USD 25,325 thousand (31 December 2017: USD 25,625 thousand).
8 Property and equipment
Movements of property and equipment for the year ended 31 December 2018 comprised the following:
USD '000
----------------------------------------------------------------------------------------------------------------------
Currency
translation
Cost 1 January 2018 Additions Disposals Transfers differences 31 December 2018
------------------- --------------- ------------------ ---------- ---------- ----------------- -----------------
Leasehold
improvements 121,690 2,358 (62) 2,955 (4,459) 122,400
Machinery and
equipment 53,227 2,925 (167) 22 (848) 55,159
Motor vehicles 18,593 111 (327) 4 (523) 17,858
Furniture and
fixtures 9,266 932 (1) 71 (602) 9,666
Construction in
progress 1,596 5,570 -- (2,709) (69) 4,388
Land improvement 151 -- -- (81) (3) 149
Total 204,523 11,896 (557) 262 (6,504) 209,620
------------------- --------------- ------------------ ---------- ---------- ----------------- -----------------
Currency
Accumulated Depreciation translation
depreciation 1 January 2018 expense Disposals Transfers differences 31 December 2018
------------------- --------------- ------------------ ---------- ---------- ----------------- -----------------
Leasehold
improvements 28,080 5,657 -- 922 (1,073) 33,586
Machinery and
equipment 26,241 4,208 (158) 250 (215) 30,326
Motor vehicles 9,141 1,485 (328) -- (257) 10,041
Furniture and
fixtures 5,453 1,012 (1) (1) (185) 6,278
Land improvement 944 5 -- (909) (2) 38
Total 69,859 12,367 (487) 262 (1,732) 80,269
------------------- --------------- ------------------ ---------- ---------- ----------------- -----------------
Net book value 134,664 129,351
=================== =============== ================== ========== ========== ================= =================
8 Property and equipment (continued)
Movements of property and equipment for the year ended 31 December 2017 comprised the following:
USD '000
----------------------------------------------------------------------------------------------------------------------
Currency
translation
Cost 1 January 2017 Additions Disposals Transfers differences 31 December 2017
------------------- --------------- ------------------ ---------- ---------- ----------------- -----------------
Leasehold
improvements 98,310 2,875 (163) 5,062 15,606 121,690
Machinery and
equipment 41,212 2,281 (563) 9,468 829 53,227
Motor vehicles 16,849 252 (4) -- 1,496 18,593
Furniture and
fixtures 7,387 566 (5) 28 1,290 9,266
Construction in
progress 5,753 9,234 -- (14,762) 1,371 1,596
Land improvement 8 1 -- 151 (9) 151
Total 169,519 15,209 (735) (53) 20,583 204,523
------------------- --------------- ------------------ ---------- ---------- ----------------- -----------------
Currency
Accumulated Depreciation translation depreciation 1 January 2017 expense Disposals Transfers differences 31 December 2017 ------------------- --------------- ------------------ ---------- ---------- ----------------- ----------------- Leasehold improvements 20,720 4,349 -- -- 3,011 28,080 Machinery and equipment 22,344 3,839 (525) -- 583 26,241 Motor vehicles 7,178 1,465 -- -- 498 9,141 Furniture and fixtures 3,511 1,052 -- -- 890 5,453 Land improvement 1 429 -- -- 514 944 Total 53,754 11,134 (525) -- 5,496 69,859 ------------------- --------------- ------------------ ---------- ---------- ----------------- ----------------- Net book value 115,765 (210) (53) 15,087 134,664 =================== =============== ================== ========== ========== ================= ================= 8 Property and equipment (continued)
As at 31 December 2018, the net book value of machinery and equipment purchased through leasing amounts to USD 1,689 thousand (31 December 2017: USD 2,064 thousand), the net book value of motor vehicles purchased through leasing amounts to USD 7,991 thousand (31 December 2017: USD 9,428 thousand), and the net book value of furniture and fixtures purchased through leasing amounts to USD 45 thousand (31 December 2017: USD 124 thousand). In 2018, no capital expenditure was made through finance leases (31 December 2017: nil).
As at 31 December 2018 and 2017, according to the "TOORA" and "BOT" tender agreements signed with the related Authorities, at the end of the agreement periods, real estate with their capital improvements will be returned as running, clean, free of any liability and free of charge. The details of the pledge or mortgage on property and equipment regarding the loans and borrowings are explained on Note 13.
For the years ended 31 December 2018 and 2017, there are no borrowing costs capitalised into property and equipment.
As at 31 December 2018, the insured amount of property and equipment amounts to USD 326,671 thousand (31 December 2017: USD 265,598 thousand).
9 Intangible assets
Movements of intangible assets for the year ended 31 December 2018 comprised the following:
USD '000
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Currency
1 January translation 31 December
Cost 2018 Additions Disposals Transfers differences 2018
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Port operation
rights 616,411 2,068 (23) -- (13,341) 605,115
Customer
relationships 4,113 -- -- -- (176) 3,937
Software 1,155 140 (3) -- (24) 1,268
Other intangibles 889 703 -- -- (879) 713
Total 622,568 2,911 (26) (14,420) 611,033
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Currency
Accumulated 1 January Amortisation translation 31 December
amortisation 2018 expense Disposals Transfers differences 2018
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Port operation
rights 185,452 31,648 -- -- (2,873) 214,227
Customer
relationships 3,173 337 -- -- (145) 3,365
Software 492 164 (3) -- (7) 646
Other intangibles 376 152 -- -- (94) 434
Total 189,493 32,301 (3) (3,119) 218,672
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Net book
value 433,075 392,361
=================== ========== ============= ========== ========== ============= ============
9 Intangible assets (continued)
Movements of intangible assets for the year ended 31 December 2017 comprised the following:
USD '000
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Currency
1 January translation 31 December
Cost 2017 Additions Disposals Transfers differences 2017
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Port operation
rights 579,520 -- -- -- 36,891 616,411
Customer
relationships 3,622 -- -- -- 491 4,113
Software 592 530 (2) -- 35 1,155
Other intangibles 716 66 -- 53 54 889
Total 584,450 596 (2) 53 37,471 622,568
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Currency
Accumulated 1 January Amortisation translation 31 December
amortisation 2017 expense Disposals Transfers differences 2017
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Port operation
rights 148,751 31,032 -- -- 5,669 185,452
Customer
relationships 2,492 323 -- -- 358 3,173
Software 348 136 -- -- 8 492
Other intangibles 217 154 -- -- 5 376
Total 151,808 31,645 -- -- 6,040 189,493
------------------- ---------- ------------- ---------- ---------- ------------- ------------
Net book
value 432,642 (2) 53 31,431 433,075
=================== ========== ============= ========== ========== ============= ============
The details of Port operation rights for the years ended 31 December 2018 and 2017 are as follows:
As at 31 December As at 31 December
2018 2017
------------------------- -------------------------
Remaining Remaining
Carrying Amortisation Carrying Amortisation
USD '000 Amount Period Amount Period
---------------------------- --------- -------------- --------- --------------
Barcelona Ports Investment 124,951 138 months 141,622 150 months
Valletta Cruise Port 64,072 575 months 68,339 587 months
Port of Adria 20,919 300 months 22,731 312 months
Port Akdeniz 160,798 116 months 177,433 128 months
Ege Ports 12,079 171 months 13,491 183 months
Bodrum Cruise Port 2,446 591 months 698 15 months
Port Operation Holding 5,623 94 months 6,644 106 months
All port operating rights have arisen as a result of IFRS 3 Business combinations, except Barcelona Port Investments and Port Operation Holding, which arose as a result of applying IFRIC 12. Each port represent a separate CGU as per IAS 36.
The recoverable amount of the CGU relating to the port of Bodrum was based on its value in use, determined by discounting the estimated future cash flows to be generated from the continuing use of the CGU. The carrying amount of the CGU was determined to be lower than its recoverable amount of USD 15.5m and no impairment loss during 2018 (2017: nil) was recognised.
The key assumption is that the expected increase in the intensity of the port activity will increase operational profit. Cash flows used to calculate value-in-use are prepared in EUR. A post-tax discount rate of 15.13% was used for discounting future cash flows to the reporting date. The growth in number of passengers was assumed at 50.0% per annum until 2025, followed by 10% per annum until 2032, no growth has forecasted for the remaining life of concession. 49 years of cash flows were included in the discounted cash flow model. The growth is forecasted based on the nature of the business and in particular management plans for rapidly returning the port to historic passenger numbers. Other important assumptions used in the model were average days during cruise season used as 210 days, average cruise itineraries of 7 days during 2016-2018 is used during the forecast period. An average of 8 ship calls are added for every itinerary change for the region.
The cash flow model is constructed on a post-tax basis and the discount rate used is post-tax. An equivalent pre-tax discount rate would be 16.25%.
9 Intangible assets (continued)
The estimated recoverable amount of the CGU exceeded its carrying amount by approximately USD 10.2m (2017: USD 5.7m). Management has identified that a reasonably possible change in the number of passengers or the discount rate could cause the carrying amount to exceed the recoverable amount. The recoverable amount will be equal to the carrying amount if a post-tax discount rate of 27.4% was used or, alternatively, if a growth in number of passengers at 40% per annum until 2023, followed by 2% per annum until 2032 was used, no growth forecasted for the remaining life of concession.
Due to significant central bank interest rates and rates of inflation in Turkey, an indicator of impairment was identified in relation to the Port of Akdeniz. An impairment review was subsequently performed and the difference between the recoverable amount and carrying value of the CGU was found to be significant. Management do not believe that a reasonable change in the assumptions used in the cash flow projections would result in impairment.
10 Equity-accounted investments
The nature of the operations and the locations of the equity-accounted investees of the Company are listed below:
Equity-accounted investees Locations Operations
LCT - Lisbon Cruise Terminals, LDA Portugal Port operations
SATS - Creuers Cruise Services Pte.
Ltd. ("Singapore Port") Singapore Port operations
Venezia Investimenti Srl. ("Venice
Investment") Italy Port investments
La Spezia Cruise Facility Srl. ("La
Spezia") Italy Port operations
Lisbon Cruise Terminals
The Group has entered into the concession agreement of Lisbon Cruise Port within the framework of a public-service concession on 18 July 2014 as a part of the consortium comprising Global Liman, RCCL, Creuers and Group Sousa - Investimentos SGPS, LDA. The operation right of Lisbon Cruise Port has been transferred by the Port Authority of Lisbon to LCT-Lisbon Cruise Terminals, LDA, which was established by the Consortium on 26 August 2014. The Group has a 46.2% effective interest in Lisbon Cruise Terminals as at 31 December 2018, hence the Group can only appoint a minority of Directors to the Board and therefore does not have control over the Entity. Lisbon Cruise Terminals has been recognised as an equity-accounted investee in the consolidated financial report as at and for the years ended 31 December 2018 and 2017.
Singapore Port
Barcelona Port Investments, S.L ("BPI") was established as a joint venture between the Group and Royal Caribbean Cruises Ltd. ("RCCL") on 26 July 2013 for the purpose of acquiring Creuers. Global Liman has 62% ownership in BPI. Creuers holds a 100% interest in the port operation rights for the Barcelona cruise port, as well as an 80% interest in the port operation rights for the Malaga cruise port and a 40% interest in the port operation rights for the Singapore cruise port. The entity has a fiscal year starting from 1 April and ending on 31 March. The entity's financial results are aligned to the Group's fiscal year to account for under the scope of IAS 28. The effective interest held on Singapore cruise port is 24.8%. Singapore has been recognised as an equity-accounted investee in the consolidated financial report as at and for the years ended 31 December 2018 and 2017.
Venice Investment
Venezia Investimenti Srl is an international consortium formed for investing in Venezia Terminal Passegeri S.p.A ("VTP"). The international consortium formed as a joint venture by GPH, Costa Crociere SpA, MSC Cruises SA and Royal Caribbean Cruises Ltd each having a 25% share of the Company.
La Spezia
GPH purchased a minority interest of 28.5% through POH in La Spezia Cruise Facility Srl, which has the operating rights of La Spezia Cruise Port, Italy.
For the year ended 31 December 2018
At 31 December 2018, La Spezia, Venezia Investimenti, Lisbon Cruise Terminals and Singapore Port are equity-accounted investees in which the Group participates.
10 Equity-accounted investments (continued)
The following table summarises the financial information of La Spezia, Venezia Investimenti, Lisbon Cruise Terminals and Singapore Port as included in the consolidated financial statements as at 31 December 2018. The table also reconciles the summarised financial information to the carrying amount of the Group's interest in Lisbon Cruise Terminals and Singapore Port.
Venezia Lisbon
Investimenti Cruise Singapore
La Spezia (USD '000) Terminals Port
(USD '000) (USD '000) (USD '000)
-------------------------------- ------------ -------------- ------------ ------------
Percentage ownership interest 30.00% 25.00% 50.00% 40.00%
-------------------------------- ------------ -------------- ------------ ------------
Non-current assets -- 35,082 30,307 3,370
Current assets 134 2,967 5,990 21,858
Non-current liabilities -- -- (14,843) --
Current liabilities -- 51 (3,487) (6,591)
Net assets (100%) 134 38,100 17,967 18,637
-------------------------------- ------------ -------------- ------------ ------------
Group's share of net assets 40 9,525 8,983 7,455
-------------------------------- ------------ -------------- ------------ ------------
Carrying amount of interest
in equity-accounted investees 40 9,525 8,983 7,455
-------------------------------- ------------ -------------- ------------ ------------
Revenue -- 808 6,255 28,743
Expenses -- (106) (4,800) (16,924)
-------------------------------- ------------ -------------- ------------ ------------
Profit and total comprehensive
income for the year (100%) -- 702 1,455 11,819
-------------------------------- ------------ -------------- ------------ ------------
Group's share of profit and
total comprehensive income -- 176 728 4,727
-------------------------------- ------------ -------------- ------------ ------------
As at 31 December 2018, the amounts in the above table include the following:
Venezia Lisbon
Investimenti Cruise Singapore
La Spezia (USD '000) Terminals Port
USD '000 (USD '000) (USD '000) (USD '000)
----------------------------------- ------------ -------------- ------------ ------------
Cash and cash equivalents 134 2,899 1,807 8,380
Non-current financial liabilities -- -- (14,843) --
(excluding trade and other
payables and provisions)
Current financial liabilities -- -- (874) --
(excluding trade and other
payables and provisions)
Interest income -- -- -- (40)
Depreciation and amortisation -- (2) (1,253) (806)
Interest expense -- -- (490) --
Interest tax expense -- -- (437) (2,363)
----------------------------------- ------------ -------------- ------------ ------------
For the year ended 31 December 2018, the Group's share of profit and total comprehensive income is set out below:
Net profit
(USD '000)
------------------------------------------------- ------------
Venezia Investimenti 176
Lisbon Cruise Terminals 728
Singapore Port 4,727
Group's share of profit and total comprehensive
income 5,631
------------------------------------------------- ------------
For the year ended 31 December 2017
At 31 December 2017, La Spezia, Venezia Investimenti, Lisbon Cruise Terminals and Singapore Port are equity-accounted investees in which the Group participates.
10 Equity-accounted investments (continued)
The following table summarises the financial information of La Spezia, Venezia Investimenti, Lisbon Cruise Terminals and Singapore Port as included in the consolidated financial statements as at 31 December 2017. The table also reconciles the summarised financial information to the carrying amount of the Group's interest in Lisbon Cruise Terminals and Singapore Port.
Venezia Lisbon
Investimenti Cruise Singapore
La Spezia (USD '000) Terminals Port
(USD '000) (USD '000) (USD '000)
-------------------------------- ------------ -------------- ------------ ------------
Percentage ownership interest 30.00% 25.00% 50.00% 40.00%
-------------------------------- ------------ -------------- ------------ ------------
Non-current assets -- 38,248 28,880 2,802
Current assets 140 1,940 8,077 13,444
Non-current liabilities -- -- (13,920) (1,846)
Current liabilities -- (174) (5,687) (6,191)
Net assets (100%) 140 40,014 17,350 8,209
-------------------------------- ------------ -------------- ------------ ------------
Group's share of net assets 42 10,004 8,675 3,284
-------------------------------- ------------ -------------- ------------ ------------
Carrying amount of interest
in equity-accounted investees 42 10,004 8,675 3,284
-------------------------------- ------------ -------------- ------------ ------------
Revenue -- 233 5,881 14,981
Expenses -- -- (3,946) (11,175)
-------------------------------- ------------ -------------- ------------ ------------
Profit and total comprehensive
income for the year (100%) -- 233 1,935 3,806
-------------------------------- ------------ -------------- ------------ ------------
Group's share of profit and
total comprehensive income -- 58 968 1,522
-------------------------------- ------------ -------------- ------------ ------------
As at 31 December 2017, the amounts in the above table include the following:
Venezia Lisbon
Investimenti Cruise Singapore
La Spezia (USD '000) Terminals Port
USD '000 (USD '000) (USD '000) (USD '000)
----------------------------------- ------------ -------------- ------------ ------------
Cash and cash equivalents 140 1,940 3,481 4,520
Non-current financial liabilities
(excluding trade and other
payables and provisions) -- -- (13,920) (1,846)
Current financial liabilities
(excluding trade and other
payables and provisions) -- (174) (428) --
Interest income -- -- -- --
Depreciation and amortisation -- -- (214) (695)
Interest expense -- -- (72) (97)
Interest tax expense -- -- (591) (780)
----------------------------------- ------------ -------------- ------------ ------------
For the year ended 31 December 2017, the Group's share of profit and total comprehensive income is set out below:
Net profit
(USD '000)
------------------------------------------------- ------------
Venezia Investimenti 58
Lisbon Cruise Terminals 968
Singapore Port 1,522
Group's share of profit and total comprehensive
income 2,548
------------------------------------------------- ------------
11 Cash and cash equivalents
As at 31 December, cash and cash equivalents comprised the following:
2018 2017
(USD '000) (USD '000)
------------ ------------
Cash on hand 63 69
Cash at banks 79,766 99,379
- Demand deposits 52,548 19,285
- Time deposits 27,218 60,786
- Overnight deposits -- 19,308
Cash and cash equivalents 79,829 99,448
============ ============
As at 31 December, maturities of time deposits comprised the following:
2018 2017
(USD '000) (USD '000)
------------ ------------
Up to 1 month 26,750 60,786
1-3 months 468 --
Total 27,218 60,786
============ ============
As at 31 December, the ranges of interest rates for time deposits are as follows:
2018 2017
Interest rate for time deposit-TL (highest) 21.5% 13.25%
Interest rate for time deposit-TL (lowest) 19.75% 10.25%
Interest rate for time deposit-USD (highest) 3.17% 2.50%
Interest rate for time deposit-USD (lowest) 1.5% 1.21%
Interest rate for time deposit-EUR (highest) N/A 0.15%
Interest rate for time deposit-EUR (lowest) N/A 0.15%
As at 31 December 2018, cash at bank amounting to USD 7,475 thousand (31 December 2017: USD 7,583 thousand) is restricted due to the bank loan guarantees and subscription guarantees (Note 16).
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 İ letmeleri A. ., in exchange for 55,000,000 GBP5 shares in the Company issued to the previous shareholders. As of this date, the Company's share capital increased from GBP1 to GBP275,000 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 merger reserves 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 GBP5 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, GBP5 ordinary shares in issuance.
As of 12 July 2017, The Company has performed a reduction of capital and cancellation of the share premium account. 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 Company's shares are ordinary voting shares. There are no preferential rights attached to any shares of the Company.
The details of paid up share capital as of 31 December are as follows:
Number Share Share
of shares capital Premium
'000 USD'000 USD'000
----------- ---------- ---------
Balance at 1 January 2017 74,307 33,836 54,539
Group restructuring (19,307) 320,969 (54,539)
Issuance of shares on IPO 7,827 50,492 22,543
Share capital reduction -- (404,486) (22,543)
----------- ---------- ---------
Balance at 31 December 2017 62,827 811 --
Balance at 31 December 2018 62,827 811 --
Restatement of prior year statement of changes in equity
In the prior year financial statements, 1 January 2017 opening share capital was recorded at $33,836k; share premium at $54,539; and a merger reserve of nil. The effects of the group restructuring transactions in early 2017 were reflected as entries in 2017. The Directors now consider that a more appropriate presentation was that the share capital at 1 January 2017 should have been recognised at the reorganised amount of $354,805k with an amount of $266,430k in the merger reserve and share premium of nil. This is because the transaction was accounted for as a Group reconstruction under merger accounting and the consolidated financial statements were prepared as a continuation of the existing Group.
There is no change to the previous presented Group's closing net assets as at 31 December 2017.
b) Nature and purpose of reserves (i) Translation reserves
The translation reserves amounting to USD 197,247 thousand (31 December 2017: USD 150,523 thousand) are recognised as a separate account under equity and comprises foreign exchange differences arising from the translation of the consolidated financial statements of subsidiaries and equity-accounted investees from their functional currencies (of Euro and TL) to the presentation currency, USD.
12 Capital and reserves (continued) b) Nature and purpose of reserves (continued) (ii) Legal reserves
Under the Turkish Commercial Code, Turkish companies are required to set aside first and second level legal reserves out of their profits. First level legal reserves are set aside as up to 5% of the distributable income per the statutory accounts each year. The ceiling of the first level reserves is 20% of the paid-up share capital. The requirement to set aside ends when the 20% of the paid-up capital level has been reached. Second level legal reserves correspond to 10% of profit distributed after the deduction of the first legal reserves and the minimum obligatory dividend pay-out, but holding companies are not subject to this regulation. There is no ceiling for second level legal reserves and they are accumulated every year. First and second level legal reserves cannot be distributed until they exceed 50% of the capital, but the reserves can be used for offsetting the losses in case free reserves are unavailable. As at 31 December 2018, the legal reserves of the Group amounted to USD 13,030 (31 December 2017: USD 13,012 thousand).
(iii) Hedging reserves
Net investment hedge
In the year ended 31 December 2018 and 2017, the Company has used its US Dollar Eurobond financing in a net investment hedge of the US Dollar net assets of Port Akdeniz. A foreign exchange loss recognised in other comprehensive income as a result of net investment hedging was USD 59,630 thousand (2017: loss USD 13,389 thousand).
Cash flow hedge
The Group entered into an interest rate swap in order to hedge its position against changes in interest rates. The effective portion of the cash flow hedge that was recognised in other comprehensive income was USD 155 thousand loss (31 December 2017, USD 55 thousand loss). The amount that was reclassified from equity to profit and loss within the cash flow hedges - effective portion of changes in fair value line item for the year was USD 216 thousand (31 December 2017, USD 389 thousand) recognized at financial expenses on profit and loss statement.
The hedge instrument payments will be made in the periods shown below, at which time the amount deferred in equity will be reclassified to profit and loss:
More than 5 years
3 or less
months but but more
3 months less than More than
or less than 1 year 1 year 5 years
---------------------------- ------------ ------------ ----------- -----------
(USD '000) (USD '000) (USD '000) (USD '000)
---------------------------- ------------ ------------ ----------- -----------
Net cash outflows exposure
Liabilities -- 235 431 --
At 31 December 2018 -- 235 431 --
------------- ------------ ----------- -----------
Net cash outflows exposure
Liabilities -- 274 636 25
At 31 December 2017 -- 274 636 25
------------- ------------ ----------- -----------
(iv) Merger reserves
On 17 May 2017, Global Ports Holding PLC was listed on the Standard Listing segment of the Official List and trading on the Main Market of the London Stock Exchange. As part of a restructuring accompanying the Initial Public Offering ("IPO") of the Group on 17 May 2017, Global Ports Holding PLC replaced Global Liman Isletmeleri A.S. as the Group's parent company by way of a Share exchange agreement. Under IFRS 3 this has been accounted for as a Group reconstruction under merger accounting. These consolidated financial statements have been prepared as a continuation of the existing Group. Merger accounting principles for this combination have given rise to a merger reserve of $225m. This has been transferred from the merger reserve to retained earnings subsequent to the share capital reduction, as it does not have any features distinct from retained earnings.
12 Capital and reserves (continued) c) Dividends
Dividend distribution declarations are made by the Company in GBP and paid in USD in accordance with its articles of association, after deducting taxes and setting aside the legal reserves as discussed above.
GPH PLC declared on 13 August 2018 and paid on 26 October 2018, a 2018 interim dividend of GBP 0.215 per share to its shareholders, giving a distribution of GBP 13,571 thousand (USD 17,710 thousand).
GPH PLC declared 2017 final dividend of GBP 0.201 per share to its shareholders on 12 March 2018 and paid on 9 May 2018, giving a distribution of GBP 12,628 thousand (USD 17,132 thousand). The final dividend is not recognised as a liability in the financial statements until approved at the 2018 AGM.
The total dividends in respect of the year ended 31 December 2018 were USD 34,843 thousand
GPH PLC proposed and paid a 2017 interim dividend of GBP 0.216 per share to its shareholders, giving a distribution of GBP 13,570 thousand (USD 18,239 thousand).
The total dividends in respect of the year ended 31 December 2017 were USD 35,739 thousand.
Prior to the group restructuring, Global Liman İ letmeleri A. . was the parent company of the group and in March 2017 it paid its 2016 final dividend to shareholders totalling USD 26,783 thousand.
The total dividends paid to shareholders in the year ended 31 December 2017 were USD 45,022 thousand.
Dividends to non-controlling interests totalled USD 3,797 in 2018 (2017: 1,063) and comprised a distribution of USD 1,320 thousand (2017: USD 1,063 thousand) made to other shareholders by Valletta Cruise Port, and a distribution of USD 2,477 thousand (2017: nil) made to other shareholders by Barcelona Port Investments.
13 Loans and borrowings
As at 31 December, loans and borrowings comprised the following:
2018 2017
Current loans and borrowings (USD '000) (USD '000)
------------- ------------
Current portion of Eurobond
issued 18,558 18,556
Current bank loans 12,031 7,272
* TL -- 47
* Other currencies 12,031 7,225
Current portion of long term
bank loans 16,853 17,571
* TL 575 339
* Other currencies 16,278 17,232
Finance lease obligations 1,313 1,479
------------- ------------
Total 48,755 44,878
============= ============
2018 2017
Non-current loans and borrowings (USD '000) (USD '000)
------------ ------------
Non-current portion of Eurobonds
issued 231,666 230,889
Non-current bank loans 66,038 64,038
* TL 25,565 288
* Other currencies 40,473 63,750
Finance lease obligations 592 1,915
------------ ------------
Total 298,296 296,842
============ ============
As at 31 December, the maturity profile of long term bank loans comprised the following:
2018 2017
Year (USD '000) (USD '000)
------------ ------------
Between 1-2 years 34,122 32,138
Between 2-3 years 225,086 30,715
Between 3-4 years 11,259 208,750
Over 5 years 27,237 23,324
------------
Total 297,704 294,927
============ ============
As at 31 December, the maturity profile of finance lease obligations comprised the following:
USD '000 2018 2017
------------------- ----------------------------------------------- ------------------------------------------------
Present value of Present value of
Future minimum minimum lease Future minimum minimum lease
lease payments Interest payments lease payments Interest payments
------------------- ----------------- --------- ----------------- ------------------ --------- -----------------
Less than one year 1,382 (69) 1,313 1,589 (110) 1,479
Between one and
five years 637 (45) 592 2,145 (230) 1,915
----------------- --------- ----------------- ------------------ --------- -----------------
Total 2,019 (114) 1,905 3,734 (340) 3,394
================= ========= ================= ================== ========= =================
13 Loans and borrowings (continued)
Details of the loans and borrowings as at 31 December 2018 are as follows:
As at 31 December 2018
--------------- --------------- ---------- ---------- --------------- -------------------------------------------
Loans and
borrowings Interest rate
type Company name Currency Maturity Interest type % Principal Carrying value
--------------- --------------- ---------- ---------- --------------- -------------- ---------- ---------------
Loans used to
finance
investments
and projects
Unsecured
Eurobonds (i) Global Liman USD 2021 Fixed 8.13 250,000 250,224
Secured Loan Barcelona Port Euribor +
(ii) Investments EUR 2023 Floating 4.00 22,873 22,333
Secured Loan Malaga Cruise Euribor 3m +
(iii) Port EUR 2025 Floating 1.75 5,374 5,337
Secured Loan Valetta Cruise Euribor +
(iv) Port EUR 2029 Floating 3.00 9,644 8,832
Secured Loan Euribor +
(viii) Global BV EUR 2020 Floating 4.60 11,172 11,176
Cagliari
Secured Loan Cruise Port EUR 2026 Fixed 2.20 - 6.20 635 595
Secured Loan Euribor +
(vii) Port of Adria EUR 2025 Floating 4.25 21,556 21,707
Secured Loan Ortado u Liman USD 2020 Fixed 3.60 - 6.60 699 700
Secured Loan Ortado u Liman EUR 2019 Fixed 3.40 - 6.00 572 575
322,525 321,479
---------- ---------------
Loans used to
finance
working
capital
---------------
Unsecured Loan Ege Liman USD 2019 Fixed 6.50 330 347
Unsecured Loan Ege Liman EUR 2020 Fixed 3.54 4,778 4,897
Unsecured Loan Ege Liman TL 2020 Fixed 15.84 241 244
Unsecured Loan Ege Liman TL 2019 Fixed 18.50 222 219
Secured Loan Ege Liman TL 2020 Fixed 17.76 112 112
Secured Loan Ortado u Liman EUR 2019 Fixed 3.80 - 8.75 14,876 15,136
Barcelona Euribor +
Secured Loan Cruise Port EUR 2024 Floating 4.00 2,749 2,712
23,308 23,667
---------- ---------------
Finance lease
obligations
---------------
Leasing (v) Ortado u Liman USD 2020 Fixed 7.35 533 533
Cagliari
Leasing Cruise Port EUR 2021 Fixed 1.96 63 64
Leasing (vi) Ege Liman EUR 2020 Fixed 7.75 1,133 1,133
Leasing Ege Liman USD 2020 Fixed 8.60 149 175
1,878 1,905
---------- ---------------
347,051
========== ===============
13 Loans and borrowings (continued)
Details of the loans and borrowings as at 31 December 2017 are as follows:
As at 31 December 2017
--------------- --------------- ---------- ---------- --------------- -------------------------------------------
Loans and
borrowings Interest rate
type Company name Currency Maturity Interest type % Principal Carrying value
--------------- --------------- ---------- ---------- --------------- -------------- ---------- ---------------
Loans used to
finance
investments
and projects
Unsecured
Eurobonds (i) Global Liman USD 2021 Fixed 8.13 250,000 249,444
Secured Loan Barcelona Port
(ii) Investments EUR 2023 Floating Euribor + 4.00 37,353 36,525
Secured Loan Malaga Cruise Euribor 3m +
(iii) Port EUR 2025 Floating 1.75 6,477 6,378
Secured Loan Valetta Cruise
(iv) Port EUR 2029 Floating Euribor + 3.00 10,807 10,600
Secured Loan
(v) Global BV EUR 2020 Floating Euribor + 4.60 17,538 17,515
Cagliari Cruise
Secured Loan Port EUR 2026 Fixed 2.75 613 613
Secured Loan Ortado u Liman USD 2019 Fixed 4.40 186 186
Secured Loan Ortado u Liman USD 2020 Fixed 4.56 46 46
Secured Loan Ortado u Liman USD 2019 Fixed 8.20 784 784
323,804 322,091
Loans used to
finance
working
capital
---------------
Unsecured Loan Ege Liman USD 2019 Fixed 5.90 2,900 3,036
Unsecured Loan Ege Liman USD 2020 Fixed 4.50 422 422
Unsecured Loan Ege Liman TL 2020 Fixed 15.39 25 25
Unsecured Loan Ege Liman TL 2020 Fixed 15.84 532 551
Secured Loan Ege Liman TL 2018 Fixed 16.77 50 51
Secured Loan Ortado u Liman EUR 2022 Fixed 5.75 5,471 5,516
Unsecured Loan Ortado u Liman USD 2018 Fixed 5.93 3,707 3,768
Unsecured Loan Bodrum Liman TL 2018 Fixed 16.56 72 47
Barcelona
Secured Loan Cruise Port EUR 2024 Floating EURIBOR + 4.00 2,872 2,819
16,051 16,235
Finance lease
obligations
---------------
Leasing (ix) Ortado u Liman USD 2019 Fixed 7.35 12 12
Leasing (x) Ortado u Liman USD 2020 Fixed 7.35 853 853
Leasing Ortado u Liman USD 2018 Fixed 7.35 1 1
Leasing Ortado u Liman USD 2019 Fixed 7.35 141 141
Leasing Ortado u Liman USD 2019 Fixed 7.35 60 60
Cagliari Cruise
Leasing Port EUR 2021 Fixed 1.96 92 92
Leasing (ii) Ege Liman EUR 2020 Fixed 7.75 1,889 1,889
Leasing Ege Liman USD 2018 Fixed 6.00 12 12
Leasing Ege Liman USD 2020 Fixed 5.50 334 334
3,394 3,394
343,249 341,720
13 Loans and borrowings (continued)
Detailed information relating to significant loans undertaken by the Group is as follows:
(i) The sales process of the Eurobond issuances amounting to USD 250 million with 7 years of maturity, and 8.125% coupon rate based on 8.250% reoffer yield was completed on 14 November 2014. Coupon repayment was made semi-annually. The bonds are now quoted on the Irish Stock Exchange.
Eurobonds contain the following key covenants:
-- If a concession termination event occurs at any time, Global Liman (the "Issuer") must offer to repurchase all of the notes pursuant to the terms set forth in the indenture (a "Concession Termination Event Offer"). In the Concession Termination Event Offer, the Issuer will offer a "Concession Termination Event Payment" in cash equal to 100% of the aggregate principal amount of notes repurchased, in addition to accrued and unpaid interest and additional amounts, if any, on the notes repurchased, to the date of purchase (the "Concession Termination Event Payment Date"), subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date.
-- According to the Eurobond issued by Global Liman, the consolidated leverage ratio may not exceed 5.0 to 1 (incurrence covenant). The consolidated leverage ratio as defined in the Eurobond includes Global Liman as the issuer and all of its consolidated subsidiaries excluding the Malaga Cruise Port and Valletta Cruise Port (both being Unrestricted Subsidiaries as defined in the Eurobond). Irrespective of the consolidated leverage ratio, the issuer will be entitled to incur any or all of the following indebtedness:
o Indebtedness incurred by the Issuer, Ege Ports ("Guarantor") or Ortado u Liman ("Guarantor") pursuant to one or more credit facilities in an aggregate principal amount outstanding at any time not exceeding USD 5 million;
o Purchase money indebtedness incurred to finance the acquisition by, the Issuer or a Restricted Subsidiary, of assets in the ordinary course of business in an aggregate principal amount which, when added together with the amount of indebtedness incurred and then outstanding, does not exceed USD 10 million;
o Any additional indebtedness of the Issuer or any Guarantor (other than and in addition to indebtedness permitted above) and Port of Adria indebtedness, provided, however, that the aggregate principal amount of Indebtedness outstanding at any time of this clause does not exceed USD 20 million; and provided further, that more than 50% in aggregate principal amount of any Port of Adria indebtedness incurred pursuant to this clause is borrowed from the International Finance Corporation and/or the European Bank for Reconstruction and Development.
(ii) On 30 September 2014, BPI and Creuers entered into a syndicated loan. Tranch A of this loan is paid semi-annually, at the end of June and December, with the last payment being in 2023. Tranch B already paid, Tranch C amounting to Euro 2.4 million has a bullet payment in 2024. The interest rate of this loan is Euribor 6m + 4.00%. The syndicated loan is subject to a number of financial ratios and restrictions, breach of which could lead to early repayment being requested. Under this loan, in the event of default, all the shares of BPI (a total of 3,170,500 shares each being EUR1) and Creuers (3,005,061shares each being EUR1) are pledged together with certain rights of these companies. The agreement includes terms about certain limitations on dividends payments, new investments, and change in the control of the companies, change of the business, new loans and disposal of assets.
(iii) On 12 January 2010, Cruceros Málaga, S.A. entered into a loan agreement with Unicaja regarding a Euro 9 million loan to finance the construction of the new terminal. This loan had an 18-month grace period. It is linked to Euribor and has a term of 180 months from the agreement execution date. Therefore, the maturity date of the loan is on 12 January 2025. A mortgage has been taken out on the administrative concession agreement to guarantee repayment of the loan principal and accrued interest thereon.
(iv) Valletta Cruise Port's bank loans and overdraft facilities bear interest at Euribor + 3% (31 December 2017: 3.90% - 4.15%) per annum and are secured by a mortgage over VCP's present and future assets, together with a mortgage over specific property within the concession site for a period of 65 years commencing on 21 November 2001.
13 Loans and borrowings (continued) (v) Global Ports Europe BV entered into a loan amounting to Euro 22 million in total on
16 November 2015 with a 6-year maturity, 12 months grace period and an interest rate of Euribor + 4.60%. Principal and interest is payable bi-annually, in May and November of each year. Under this loan agreement, in the event of default, all shares of Global Ports Europe BV are pledged to the bank in accordance with a share pledge agreement.
(vi) Port of Adria entered into a loan agreement with EBRD amounting to Euro 20 million in total on 26 February 2018 with a 6-year maturity, 2 years grace period and an interest rate of Euribor + 4.25%. Principal and interest will be payable quarterly, in January, April, July and November of each year. Under this loan agreement, in the event of default, all shares of Port of Adria (12.040.993 Shares having 0,5026 EUR nominal value per each and 30.683.933 Shares having 1,1485 EUR nominal value per each) are pledged to the bank in accordance with a share pledge agreement. In compliance with this agreement, the Cmopany is also guarantor of Port of Adria, and as per agreement, the Company has to comply with the consolidated leverage ratio of 5.0 to 1, as it is presented on the Eurobond of Global Liman.
(vii) On 12 June 2014, Ortado u Liman s signed a finance lease agreement for a port tugboat with an interest rate of 7.35% and maturity date of 16 July 2020.
(viii) On June 2014, Ege Liman signed a finance lease agreement for a port tugboat with an interest rate of 7.75% and maturity date in 2020.
Reconciliation of movements of liabilities to cash flows arising from financing activities
USD'000 Liabilities Equity
Note Loans and Borrowings Retained earnings NCI TOTAL
Balance at 1 January 2018 341,719 143,146 92,895 577,760
Changes from financing cash flows
Proceeds from loans and borrowings 44,205 -- -- 44,205
Repayment of borrowings (36,124) -- -- (36,124)
Dividend paid 12 (c) -- (34,843) (3,797) (38,640)
Total changes from financing cash flows 8,081 (34,843) (3,797) (30,559)
The effect of changes in foreign exchange
rates (4,043) (4,043)
Other changes
Liability-related
Interest expense 25,197 -- -- 25,197
Interest paid (23,903) -- -- (23,903)
Total liability-related other changes 1,294 -- -- 1,294
Total equity-related other changes -- 678 1,947 2,625
Balance at 31 December 2018 347,051 108,981 91,045 547,077
14 Provisions
As at As at
31 December 31 December
2018 2017
Non-current (USD '000) (USD '000)
Replacement provisions for
Creuers (*) 6,138 17,918
Port of Adria Concession fee
provision (**) 1,375 1,496
Italian Ports Concession fee
provisions (***) 1,349 1,667
Total 8,862 21,081
(*) As part of the concession agreement between Creuers and the Barcelona and Malaga Port Authorities entered in 2013 (see Note 16(c)), 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. Therefore, replacement provisions have been recognised based on Management's best estimate of the potential capital expenditure required to be incurred in order to replace the port equipment assets in order to meet this requirement.
During 2018, the Group engaged an expert to provide an updated estimate of the likely capital expenditure required to replace the port equipment assets. This estimate was significantly lower than previous estimates, which were based on the estimates at the start of the concession updated for specific known events in subsequent periods, related to a reduction in the number of components of the port equipment and infrastructure that would require replacement. As a result, an amount of $12,210k was released from the provision in 2018.
(**) 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 500k 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.
(***) On 16 December 2009, Ravenna Port Authority and Ravenna Passenger Terminal S.r.l. ("RTP") entered into an agreement regarding the operating concession for the Ravenna Passenger Terminal which terminates on 27 December 2019. RTP had an obligation to pay a concession fee to the Port Authority of Euro 86k per year until end of concession. The expense relating to this concession agreement is recognized on a straight-line basis over the concession period, giving rise to an accrual in the earlier years.
On 13 June 2011, Catania Port Authority and Catania Cruise Terminal S.r.l. ("CCT") entered into an agreement regarding the operating concession for the Catania Passenger Terminal which terminates on 12 June 2026. CCT had an obligation to pay a concession fee to the Catania Port Authority of Euro 135k per year until end of concession. The expense relating to this concession agreement is recognized on a straight-line basis over the concession period, giving rise to an accrual in the earlier years.
On 14 January 2013, Cagliari Cruise Port ("CCP") and Cagliari Port Authority entered into an agreement regarding the operating concession for the Cagliari Cruise Terminal which terminates on 13 January 2027. CCP had an obligation to pay a concession fee to the Cagliari Port Authority of Euro 44k per year until end of concession. The expense relating to this concession agreement is recognized on a straight-line basis over the concession period, giving rise to an accrual in the earlier years.
As at As at
31 December 31 December
2018 2017
Current (USD '000) (USD '000)
------------- -------------
Other 955 1,202
Total 955 1,202
============= =============
14 Provisions (continued)
For the years ended 31 December, the movements of the provisions as below:
Port of Italian
Replacement Adria Ports
provisions Concession Concession Unused
for Creuers fee provision fee provision vacations Legal Other Total
Balance at 1
January 17,918 1,556 2,001 230 315 263 22,283
Provisions created 677 -- -- 44 -- -- 721
Provisions utilised -- (62) (328) (3) -- (80) (473)
Reversal of provisions (12,210) -- -- -- (107) -- (12,317)
Unwinding of
provisions 226 -- 77 -- -- -- 303
Currency translation
difference (473) (62) (82) (65) (8) (10) (700)
Balance at 31
December 6,138 1,432 1,668 206 200 173 9,817
Non-current 6,138 1,375 1,349 -- -- -- 8,862
Current -- 57 319 206 200 173 955
6,138 1,432 1,668 206 200 173 9,817
15 Earning / (Loss) per share
The Group presents basic earnings per share ("basic EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, less own shares acquired. 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 12a.
The Group does not present separate diluted earnings per share ("diluted EPS") data, because there are no potential convertible dilutive securities or options. As per LTIP application which is effective starting from 1 January 2019, the bonus shares will not have dilutive impact on the earnings.
Earnings per share is calculated by dividing the profit attributable to ordinary shareholders, by the weighted average number of shares outstanding.
2018 2017
(USD '000) (USD '000)
Profit attributable to owners
of the Company 770 (15,576)
Weighted average number of shares 62,826,963 59,889,171
Basic and diluted earnings /
(loss) per share with par value
of GBP 0.01 (cents per share) 1.23 (26.01)
16 Commitments and contingencies
a) Litigation
There are pending lawsuits that have been filed against or by the Group. Management of the Group assesses the possible results and financial effects of these lawsuits at the end of each period and as a result of these assessments, the required provisions are recognised for the possible expenses and liabilities. The total provision amount that has been recognised as at 31 December 2018 is USD 200 thousand (31 December 2017: USD 315 thousand).
The information related to the significant lawsuits that the Group is directly or indirectly a party to, is outlined below:
Legal proceedings in relation to Ortado u 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 and Ege Port-Ku adası 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.
Port Akdeniz-Antalya filed lawsuits against Privatization Administration and the General Directorate of Turkey Maritime Organization requesting cancellation with respect to rejection of the extension applications. The Court dismissed the case and the Group lawyers appealed the Court decision to the Council of State. The Counsel of State rejected the appeal of Port Akdeniz-Antalya and approved the decision of the Court. The Group lawyers have applied to the Council of State for reversal of this judgement and the case is still pending. The 31 December 2018 financial statements have been prepared assuming the current concession length.
Ege Port-Ku adası filed lawsuits against Privatization Administration and General Directorate of Turkey Maritime Organization requesting cancellation with respect to rejection of the extension applications. The Court dismissed the case and the Group lawyers appealed the Court decision to the Council of State. The Counsel of State accepted the appeal and reversed the Court's judgement in favor of Ege Port-Ku adası. The Privatization Administration applied to the Council of State for reversal of this judgement and this time, the Council of State has changed its standpoint and approved the Court's decision against Ege Port-Ku adası. Upon exhaustion of judicial remedies, Ege Port-Ku adası has submitted an individual application to the Constitutional Court, and the case is pending. The 31 December 2018 financial statements have been prepared assuming the current concession length.
Other legal proceedings
The Port of Adria-Bar (Montenegro) is a party to the disputes arising from the collective labour agreement executed with the union by Luka Bar AD (former employer/company), which was applicable to Luka Bar AD employees transferred to Port of Adria-Bar. The collective labour agreement has expired in 2010, before the Port was acquired by the Group under the name of Port of Adria-Bar. However, a number of lawsuits have been brought in connection to this collective labour agreement seeking (i) unpaid wages for periods before the handover of the Port to the Group, and (ii) alleged underpaid wages as of the start of 2014. On March 2017, the Supreme Court of Montenegro adopted a Standpoint in which it is ruled that collective labour agreement cannot be applied on rights, duties and responsibilities for employees of Port of Adria-Bar after September 30(th) , 2010. Although the Standpoint has established a precedent that has applied to the claims for the period after September 30(th) , 2010; there are various cases pending for claims related to the period of October 1(st) , 2009 - September 30(th) , 2010. In respect of the foregoing period of one year, the Port of Adria-Bar has applied to the Constitutional Court to question the alignment of the collective labour agreement with the Constitution, Labor Law and general collective agreement. The success of the pending cases is linked to the decision of the Constitutional Court regarding the collective labour agreement, and Management believes that it will be decided in favor of the Group. Consequently, no provision is recognised in respect of this matter.
Global Liman İ letmeleri A , as the majority shareholder of one of its subsidiaries, has paid a share purchase amount of 1.5 million USD to one of the minority shareholders of the relevant subsidiary, and the shareholder has not transferred its shares in the subsidiary to Global Liman. Global Liman has initiated an action of debt against the shareholder. It is expected that the case would resolve for the return of the share purchase amount or the completion of the share transfer. Consequently, a receivable is recognised in respect of this matter.
16 Commitments and contingencies (continued) b) Guarantees
As at 31 December, the letters of guarantee given comprised the following:
Letters of guarantee 2018 2017
(USD '000) (USD '000)
Given to seller for the call
option on APVS shares (*) 5,585 5,835
Given to Privatisation Administration
/ Port Authority 2,572 2,238
Other governmental authorities 2,220 --
Others 75 29
Total letters of guarantee 10,452 8,102
(*) Venetto Sviluppo, the 51% shareholder of APVS, which in turn owns a 53% stake in Venezia Terminal Passegeri S.p.A (VTP), has a put option to sell its shares in APVS partially or completely (up to 51%) to Venezia Investimenti (VI). This option originally can be exercised between 15th May 2017 and 15th November 2018, extended until the end of November 2021. If VS exercises the put option completely, VI will own 99% of APVS and accordingly 71.51% of VTP. The Group has given a guarantee letter for its portion of 25% in VI, which in turn has given the full amount of call option as guarantee letter to VS.
c) Contractual obligations
Ege Liman
The details of the TOORA ("Transfer of Operational Rights Agreement") dated 2 July 2003, executed by and between Ege Liman and OIB together with TDI are stated below:
The agreement allows Ege Liman to operate Ege Ports-Ku adası for a term of 30 years for a total consideration of USD 24.3 million which has already been paid. Ege Liman's operation rights extend to port facilities, infrastructure and facilities which are either owned by the State or were used by TDI for operating the port, as well as the duty-free stores leased by the TDI. Ege Liman is entitled to construct and operate new stores in the port area with the written consent of the TDI.
Ege Liman is able to determine tariffs for Ege Ports- Ku adası's port services at its own discretion without TDI's approval (apart from the tariffs for services provided to Turkish military ships).
The TOORA requires that the foreign ownership or voting rights in Ege Liman do not exceed 49%. Pursuant to the terms of the TOORA, the TDI is entitled to hold one share in Ege Liman and to nominate one of Ege Ports-
Ku adası's board members. Global Liman appoints the remaining board members and otherwise controls all operational decisions associated with the port. Ege Ports-Ku adası does not have the right to transfer its operating rights to a third party.
Ege Liman is liable for the maintenance of the Port together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Government at a specific condition, while the movable properties stay with Ege Liman.
Ortado u Liman
The details of the TOORA dated 31 August 1998, executed by and between Ortado u Liman and OIB together with TDI are stated below:
16 Commitments and contingencies (continued) c) Contractual obligations (continued)
Ortado u Liman (continued)
Ortado u Liman will be performing services such as sheltering, installing, charging, discharging, shifting, terminal services, pilotage, towing, moorings, water quenching, waste reception, operating, maintaining and repairing of cruise terminals, in Antalya Port for an operational period of 30 years. Ortado u Liman is liable for the maintenance of Antalya Port together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the TDI, while the movable properties stay with Ortado u Liman. Ortado u Liman is able to determine tariffs for Port Akdeniz-Antalya's port services at its own discretion without being subject to TDI's approval (apart from the tariffs for services provided to Turkish military ships).
The TOORA requires that foreign ownership or voting rights in Ortado u Liman do not exceed 49%. Pursuant to the terms of the TOORA, the TDI is entitled to hold one share in Ortado u Liman. The TDI can also appoint one of Ortado u Liman's board members. Ortado u Liman cannot transfer its operating rights to a third party without the prior approval of the TDI.
Ortado u Liman is liable for the maintenance of the Port together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Government at a specific condition, while the movable properties stay with Ortado u Liman.
Bodrum Liman
The details of the BOT Agreement dated 23 June 2004, executed by and between Bodrum Liman and the DLH are stated below:
Bodrum Liman had to construct the Bodrum Cruise Port in a period of 1 year and 4 months following the delivery of the land and thereafter, will operate the Bodrum Cruise Port for 12 years. The final acceptance of the construction was performed on 4 December 2007, and thus the operation period has commenced.
Bodrum Liman also executed an extension on prior Concession Agreement with the General Directorate of National Property on 15 November 2018 ("Bodrum Port Concession Agreement"). The BOT Agreement is attached to the Bodrum Port Concession Agreement and Bodrum Liman is entitled to use the Bodrum Cruise Port under these agreements for an extended period of 49 years starting from 31 December 2019. The BOT Agreement permits Bodrum Liman to determine tariffs for Bodrum Cruise Port's port services at its own discretion, provided that it complies with applicable legislation, such as applicable maritime laws and competition laws.
Bodrum Liman was required to pay the Directorate General for Infrastructure Investments a land utilisation fee. This fee increases by Turkish Consumer Price index each year. With the extension signed, this fee will be revised yearly as per the agreement between Company and Directorate General.
Bodrum Liman is liable for the maintenance of the Port together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Government at a specific condition, while the movable properties stay with Bodrum Liman.
Port of Adria
The details of the TOORA Contract dated 15 November 2013, executed by and between Global Liman and the Government of Montenegro and Container Terminal and General Cargo JSC-Bar ("CTGC") are stated below:
Global Liman will be performing services such as repair, financing, operation, maintenance in the Port of Adria for an operational period of 30 years (terminating in 2043).
16 Commitments and contingencies (continued) c) Contractual obligations (continued)
Port of Adria (continued)
CTGC has an obligation to pay to the Government of Montenegro (a) a fixed concession fee in the amount of Euro 500,000 per year; (b) a variable concession fee in the amount of Euro 5 per twenty-foot equivalent ("TEU") (full and empty) handled over the quay (ship-to-shore and shore-to-ship container handling), no fees are charged for the movement of the containers; (c) a variable concession fee in the amount of Euro 0.20 per ton of general cargo handled over the quay (ship-to-shore and shore-to-ship general cargo handling). However, pursuant to Montenegrin Law on Concessions, as an aid to the investor for investing in a port of national interest, the concession fee was set in the amount of Euro 1 for the period of three years starting from the effective date of the TOORA Contract. Tariffs for services are regulated pursuant to the terms of the concession agreement with the Montenegro port authority, where the maximum rates are subject to adjustments for inflation.
For the first three years of the agreement, CTGC had to implement certain investment and social programmes outlined in the agreement and had to commit Euro 13.6 million towards capital expenditure during that period. This included launching and investing Euro 6.5 million in certain social programmes at Port of Adria Bar such as retrenching employees, the establishment of a successful management trainee programme, and subsidising employees to attend training and acquire additional qualifications, as well as the provision of English lessons to employees. All the relevant investment requirements already performed by Port of Adria at the end of 2016.
Port of Adria is liable for the maintenance of the Port of Adria together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Government of Montenegro at a specific condition, while the movable properties stay with Port of Adria.
Barcelona Cruise Port
The details of the TOORA Contract dated 29 July 1999, executed by and between Creuers del Port de Barcelona and the Barcelona Port authority are stated below:
Creuers del Port de Barcelona, S.A. ("Creuers") will be performing the management of port services related to the traffic of tourist cruises at the Port of Barcelona, as well as the development of commercial complementary activities corresponding to a seaport, in Adossat Wharf in Barcelona for an operational period of 27 years. The port operation rights for Adossat Wharf (comprised of Terminals A and B) terminates in 2030. The Port concession period can be extended automatically for three years provided that (i) Creuers has complied with all the obligations set forth in the Port Concession; and (ii) Creuers remains rendering port services on tourist cruises until the expiry of the extended term. Therefore, the concession the concession period is considered to be 30 years.
Creuers is liable for the maintenance of Adossat Wharf Terminals A and B, as well as ensuring that port equipment is maintained in good repair and in operating condition throughout its concession period. For the detailed maintenance and investment requirements, explained in the concession agreement, replacement provision has provided in the financials of the Company on the note 14. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Barcelona Port Authority.
The concession is subject to an annual payment, which consisted of the following fees: (i) a fee for the occupancy of the public land at the port, (ii) a fee for the operation of public land for commercial activities, and (iii) a general service fee.
The details of the TOORA Contract dated 26 July 2003, executed by and between Creuers and the Barcelona Port authority are stated below:
16 Commitments and contingencies (continued) c) Contractual obligations (continued)
Barcelona Cruise Port (continued)
Creuers will be performing the management of port services related to the traffic of tourist cruises at the Port of Barcelona, as well as the development of commercial complementary activities corresponding to a seaport, in WTC Wharf in Barcelona for an operational period of 27 years. The port operation rights for the World Trade Centre Wharf (comprised of Terminals N and S) terminate in 2027. However, the Port concession period can be extended automatically for three years provided that (i) Creuers has complied with all the obligations set forth in the Port Concession; and (ii) Creuers remains rendering port services on tourist cruises until the expiry of the extended term. Therefore, the concession period is considered as 30 years. Creuers is liable for the maintenance of Adossat Wharf Terminals N and S together with the port equipment in good repair and in operating condition throughout its operating right period. After the expiry of the contractual period, the real estate and the integral parts of it shall be surrendered to the Barcelona Port Authority.
Malaga Cruise Port
The details of the TOORA Contract dated 9 July 2008, executed by and between Cruceros Malaga and the Malaga Port authority are stated below:
Cruceros Málaga, S.A. obtained an administrative concession to occupy the Levante Terminal of the Malaga Port and its exploitation, for a 30-year period, terminating in 2038. The concession term can be extended for up to fifteen years, in two terms of 10 and 5 additional years (extending the total concession period to 45 years), due to an amendment to the Malaga Levante Agreement approved by the Malaga Port Authority in its resolution dated 28 October 2009. These extensions require (i) the approval by the Malaga Port Authority and (ii) Cruceros Malaga to comply with all of the obligations set forth in the concession. Cruceros will perform passenger services, terminal usage and luggage services, as well as undertake general maintenance of the Levante Terminal. Cruceros is responsible for ensuring that the port equipment is maintained in good repair and operating condition throughout the concession term.
The concession is subject to an annual payment, which consisted of the following fees: (i) a fee for the occupancy of the public land at the port, and (ii) a fee for the operation of public land for commercial activities.
The details of the TOORA Contract dated 11 December 2011, executed by and between Cruceros Malaga and the Malaga Port authority are stated below:
Cruceros Málaga, S.A. obtained an administrative concession to occupy El Palmeral Terminal of the Malaga Port and its exploitation, for a 30-year period, terminating in 2042. Cruceros will perform passenger services, terminal usage and luggage services, as well as undertake general maintenance of the El Palmeral Terminal. Cruceros is responsible for ensuring that the port equipment is maintained in good repair and operating condition throughout the concession term.
The concession is subject to an annual payment, which was Euro 154,897 in 2016, which consisted of the following fees: (i) a fee for the occupancy of the public land at the port, and (ii) a fee for the operation of public land for commercial activities.
Valletta Cruise Port
On 22 November 2001, VCP signed a deed with the Government of Malta by virtue of which the Government granted a 65-year concession over the buildings and lands situated in Floriana, which has an area of 46,197square metres ("sqm"). VCP will perform operation and management of a cruise liner passenger terminal and an international ferry passenger terminal together with complementary leisure facilities. The area transferred is used as follows: retail 6,854sqm, office 4,833sqm, terminal 21,145sqm and potential buildings 13,365sqm.
A ground rent is payable by Valletta Cruise Port to the Government of Malta. At the end of each 12 months period, VCP is required pay to the Government of Malta (a) 15% of all revenue deriving from the letting of any buildings or facilities on the concession site for that 12 month period, and (b) 10% of revenue deriving from passenger and cruise liner operations, subject to the deduction of direct costs and services from the revenue upon which 10% fee is payable.
16 Commitments and contingencies (continued) c) Contractual obligations (continued)
Ravenna Passenger Terminal
On 19 December 2009, Ravenna Passenger Terminal ("RTP") signed a deed with the Ravenna Port Authority by virtue of which the Port Authority granted a 10-year concession over the passenger terminal area situated within Ravenna Port. RTP will perform operation and management of a cruise passenger terminal in the area.
A fixed rent is payable by RTP to the Port Authority in the sum of Euro 895,541.67 during the concession period. The repayment of the total amount is presented as Euro 3,000 for the year 2009, Euro 28,791.67 for the year 2010 and the remaining Euro 863,750 overall for the years 2011 to 2020.
Catania Cruise Terminal
On 18 October 2011, Catania Cruise Terminal SRL ("CCT") signed a deed with the Catania Port Authority by virtue of which the Port Authority granted a 15-year concession over the passenger terminal area situated on Catania City Center. CCT will perform operation and management of a cruise passenger terminal in the area.
A fixed rent is payable by CCT to the Port Authority in the sum of Euro 135,000.00 for each year during the concession period.
Cagliari Cruise Terminal
On 14 January 2013, Cagliari Cruise Port ("CCP") signed a deed with the Cagliari Port Authority by virtue of which the Port Authority granted a 15-year concession over the passenger terminal area situated within Cagliari Port. CCT will perform operation and management of a cruise passenger terminal in the area.
A fixed rent is payable by CCP to the Port Authority in the sum of Euro 44,315.74 for each year during the concession period.
d) Operating leases
Lease as lessee
The Group entered into various operating lease agreements. Operating lease rentals are payable as follows:
As at As at
31 December 31 December
2018 2017
(USD '000) (USD '000)
Less than one year 4,315 3,187
Between one and five
years 17,825 12,545
More than five years 136,720 139,510
158,860 155,242
In the periods presented, the Group's main operating lease arrangements as lessee are the port rent agreement of Valletta Cruise Port until 2066, Port of Adria until 2043, Creuers until 2033, Cruceros until 2043, Zadar Cruise Port until 2039 and Bodrum Liman until 2067. Part of the concession agreements of Creuers and Cruceros relating to the occupancy of the public land at the port and the operation of public land for commercial activities, which are out of scope of IFRIC 12, have been accounted for under IAS 17 - operating leases.
The Company use operational lease to rent its office at third floor offices at 34 Brook Street London. This lease have no purchase options and escalation clauses.
For the year ended 31 December 2018 payments recognised as rent expense were USD 5,675 thousand (31 December 2017: USD 4,765 thousand) in the consolidated income statement and other comprehensive income.
16 Commitments and contingencies (continued)
Lease as lessor
The future lease receipts or future lease receivables under operating leases are as follows:
As at As at
31 December 31 December
2018 2017
(USD '000) (USD '000)
Less than one year 5,141 2,326
Between one and five
years 7,059 8,569
More than five years 4,019 4,753
16,219 15,648
The Group's main operating lease arrangements as lessor are a marina lease agreement of
Ortado u Liman until 2028, and various shopping center rent agreements of Ege Liman and Bodrum Liman of up to 5 years.
During the year ended 31 December 2018, USD 10,044 thousand (31 December 2017: USD 12,669 thousand) was recognised as rental income in the consolidated income statement and other comprehensive income.
17 Related parties
The related parties of the Group which are disclosed in this note
comprised the following:
Related parties Relationship
Shareholder of Ultimate controlling
Mehmet Kutman party
Global Yatırım Holding Ultimate controlling party
Global Ports Holding BV Parent company
Global Sigorta Aracılık Ultimate controlling party's
Hizmetleri A. . ("Global Sigorta") subsidiary
IEG Kurumsal Finansal Danı manlık Ultimate controlling party's
A. . ("IEG Global") subsidiary
Global Menkul De erler A. . ("Global Ultimate controlling party's
Menkul") subsidiary
Ultimate controlling party's
Adonia Shipping subsidiary
Ultimate controlling party's
Naturel Gaz subsidiary
Ultimate controlling party's
Straton Maden subsidiary
European Bank of Reconstruction and
Development ("EBRD") Shareholder
All related party transactions between the Company and its subsidiaries have been eliminated on consolidation, and are therefore not disclosed in this note.
Due from related parties
As at 31 December, current receivables from related parties comprised the following:
2018 2017
Current receivables from related parties (USD '000) (USD '000)
Global Yatırım Holding 602 307
Adonia Shipping (*) 67 1,030
Naturel Gaz (*) 72 74
Straton Maden (*) 73 62
IEG Global 57 --
Global Ports Holding BV 47 23
Lisbon Cruise Terminals LDA 37 --
Mehmet Kutman 17 24
Ay egül Bensel 1 --
Other Global Yatırım Holding Subsidiaries 54 79
Total 1,027 1,599
(*) These amounts are related with the work advances paid related with the services taken on utilities by Group Companies. The charged interest rate is 9,75% as at 31 December 2018 (31 December 2017: 9.75 %).
17 Related parties (continued)
Due to related parties
As at 31 December, current payables to related parties comprised the following:
2018 2017
Current payables to related parties (USD '000) (USD '000)
Mehmet Kutman 153 191
Global Sigorta (*) 309 244
Global Menkul (*) 1 1
EBRD(**) -- 13
Ay egül Bensel 53 --
Other Global Yatırım Holding Subsidiaries 26 34
Total 542 483
(*) These amounts are related to professional services received. The charged interest rate is 19.50% as at 31 December 2018 (31 December 2017: 8,50%).
(**) In addition, EBRD had provided a loan to Port of Adria for a total amount of EUR20m, details explained on Note 13.
Transactions with related parties
For the years ended 31 December, transactions with other related parties comprised the following:
USD '000 2018 2017
Interest Interest
received Other received Other
Global Yatırım Holding 252 -- 1,490 --
Adonia Shipping -- -- -- --
Global Menkul 197 -- -- --
Total 449 -- 1,490 --
USD '000 2018 2017
Interest Interest
given Other given Other
Global Yatırım Holding -- -- -- 2
Global Menkul -- -- -- --
Total -- -- -- 2
For the year ended 31 December 2017, the Group recognised interest income on Global Yatırım bonds amounting to USD 1,490 thousand (31 December 2018: nil). For the year ended 31 December 2017, the effective interest rate was 8% (31 December 2018: nil). For the year ended 31 December 2017, the Group accounted for a gain amounting to USD 15 thousand from the purchase and the sale of Global Yatırım Holding's publicly traded share certificates (31 December 2018: nil).
For the year ended 31 December 2018, GPH distributed a total dividend of USD 21,472 thousand to Global Yatırım Holding (31 December 2017: USD 34,933 thousand).
Transactions with key management personnel
Key management personnel comprised the members of the Board and GPH's senior management. For the years ended 31 December, details of benefits to key management personnel comprised the following:
2018 2017
(USD '000) (USD '000)
Salaries 2,279 2,452
Bonus 1,278 255
Attendance fees to Board of Directors 810 122
Termination benefits 25 19
Total 4,392 2,848
18 Events after the reporting date
Company has signed a 30-year concession agreement with the Government of Antigua and Barbuda for cruise port operations in Antigua on an exclusive basis. The concession also includes certain retail outlets in the project area.
The successful commencement of the concession is subject to a number of final conditions being satisfied, including, amongst others, the Group securing suitable financing. Company is in advanced discussions with local and international banks in relation to long term bank financing for the concession. Full financial closure and commencement of the concession is expected to occur in H1 2019, although there can be no certainty as to the timing or that the final conditions will be satisfied.
Company has been awarded by Government of the Bahamas, Nassau Cruise Port Ltd ("NCP"), a consortium comprising GPH, the Bahamian Investment Fund ("BIF") and the Yes Foundation the cruise port tender for a 25-year concession for the Prince George Wharf and related areas, at Nassau cruise port. Company, NCP and the Government of the Bahamas will start working towards agreeing the terms of a concession agreement. NCP will be 49% owned by the Company, 49% owned BIF and 2% owned by Yes Foundation, with Global Ports Holding operating the port.
GPH is in advanced stage discussions with local and international banks over long-term bank financing for the concession. Full financial closure and commencement of the concession is expected to occur in H2 2019, although there can be no certainty as to the timing or that the final conditions will be satisfied.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
FR JTMFTMBIBMIL
(END) Dow Jones Newswires
March 12, 2019 03:23 ET (07:23 GMT)
1 Year Global Ports Chart |
1 Month Global Ports Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
