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Share Name Share Symbol Market Type Share ISIN Share Description
Ocean Wilsons (holdings) Ld LSE:OCN London Ordinary Share BMG6699D1074 ORD 20P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 1,015.00 1,000.00 1,030.00 1,015.00 1,015.00 1,015.00 2,505 07:48:38
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Industrial Transportation 258.0 54.5 80.1 12.9 359

Ocean Wilsons Holdings Ltd Preliminary results - correction

16/03/2021 4:57pm

UK Regulatory (RNS & others)


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RNS Number : 4686S

Ocean Wilsons Holdings Ltd

16 March 2021

The "Preliminary results for the year ended 31 December 2020" announcement released on 15/03/21 at 7:00am London time under RNS No.1803S contained an error relating to other operating expenses in the Financial Review section and the table titled Consolidated Statement of Comprehensive Income. The following amendments have been made.

Operating Profit

Operating profit of US$66.9 million was US$2.0 million lower than prior year (2019: US$68.9 million) principally due to the negative impact of the BRL devaluation against the US, lower revenues being offset by reduced operating costs and no impairment charges in the current financial year (2019: US$13.0 million). Operating margin for the year was 18.9% (2019: 20.2% - excluding the impairment charge) principally due to the increase in foreign exchange losses on monetary items, negatively offsetting lower operating costs as the Company implemented cost savings strategies in the face of Covid-19 and lower depreciation expense.

Raw materials and consumables used were US$6.0 million lower at US$19.3 million (2019: US$25.3 million) reflecting lower shipyard activity. Employee expenses were US$30.3 million lower at US$110.0 million (2019: US$140.3 million) principally due to the effect of the stronger average USD/BRL exchange rate. Amortisation of right-of-use assets was $10.7 million (2019: US$12.4 million).

The headcount at the year-end was 3,675 compared with 3,939 in 2019. Employee expenses as a percentage of revenue declined from 34.6% in 2019 to 31.2% in the current year. Other operating expenses were US$4.8 million lower at US$87.8 million (2019: US$92.6 million) largely driven by a weaker BRL exchange rate throughout 2020. Depreciation and amortisation expense at US$50.6 million was US$3.1 million lower than the comparative period (2019: US$53.7 million) due to the devaluation of the BRL during the year.

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2020

 
                                                                                  Year ended   Year ended 
                                                                                 31 December  31 December 
                                                                                        2020         2019 
                                                                          Notes      US$'000      US$'000 
Revenue                                                                       3      352,792      406,128 
Raw materials and consumables used                                                  (19,266)     (25,290) 
Employee charges and benefits expense                                         6    (110,016)    (140,348) 
Depreciation & amortisation expense (owned assets)                            5     (50,617)     (53,733) 
Amortisation of right-of-use assets                                     5, 15.3     (10,706)     (12,389) 
Reversal/(impairment charge)                                                 13          382     (13,025) 
Other operating expenses                                                            (87,796)     (92,624) 
Gain/(loss) on disposal of property, plant and equipment                               (317)          294 
Foreign exchange losses on monetary items                                            (7,551)         (79) 
----------------------------------------------------------------------  -------  -----------  ----------- 
Operating profit                                                                      66,905       68,934 
Share of results of joint ventures                                           18      (4,142)          564 
Returns on investment portfolio at fair value through profit or loss          7       33,383       34,716 
Other investment income                                                     3,8        1,644        6,052 
Finance costs                                                                 9     (23,210)     (27,736) 
Profit before tax                                                             5       74,580       82,530 
Income tax expense                                                           10     (26,577)     (21,481) 
----------------------------------------------------------------------  -------  -----------  ----------- 
Profit for the year                                                           5       48,003       61,049 
----------------------------------------------------------------------  -------  -----------  ----------- 
Other comprehensive income: 
Items that will never be reclassified subsequently to profit and loss 
Post-employment benefits                                                                 351      (1,168) 
Items that are or may be reclassified subsequently to profit and loss 
Exchange differences arising on translation of foreign operations                   (51,824)     (11,137) 
Effective portion of changes in fair value of derivatives                               (35)          689 
----------------------------------------------------------------------  -------  -----------  ----------- 
Other comprehensive expense for the year                                            (51,508)     (11,616) 
----------------------------------------------------------------------  -------  -----------  ----------- 
Total comprehensive income/(expense) for the year                                    (3,505)       49,433 
----------------------------------------------------------------------  -------  -----------  ----------- 
Profit for the period attributable to: 
Equity holders of parent                                                              38,712       46,852 
Non-controlling interests                                                              9,291       14,197 
----------------------------------------------------------------------  -------  -----------  ----------- 
                                                                                      48,003       61,049 
----------------------------------------------------------------------  -------  -----------  ----------- 
Total comprehensive income/(expense) for the period attributable to: 
Equity holders of parent                                                               9,064       40,030 
Non-controlling interests                                                           (12,569)        9,403 
----------------------------------------------------------------------  -------  -----------  ----------- 
                                                                                     (3,505)       49,433 
----------------------------------------------------------------------  -------  -----------  ----------- 
Earnings per share 
Basic and diluted                                                            12       109.5c       132.5c 
----------------------------------------------------------------------  -------  -----------  ----------- 
 

All other details remain unchanged.

The full amended text is shown below.

Ocean Wilsons Holdings Limited

Preliminary results for the year ended 31 December 2020

Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") today announces its preliminary results for the year ended 31 December 2020.

Highlights

 
 --   Profit after tax for the year of US$48.0 million which is US$13.0 million lower than the prior 
       year (2019: US$61.0 million) principally due to the impact of foreign exchange losses and 
       increased income tax. 
 --   The investment portfolio (including cash under management) increased US$25.0 million to US$310.3 
       million (2019: US$285.3 million). 
 --   Operating profit decreased 2.9% to US$66.9 million (2019: US$68.9 million) mainly due to foreign 
       exchange losses of $7.6 million (2019: $0.1 million) driven by a weaker Brazilian Real ("BRL") 
       against the US$ and there being no impairment charge in the current year (2019: US $13.0 million). 
       Overall expenses were lower year over year. Raw materials costs were 23.8% lower reflecting 
       lower shipyard activity and other operating expenses declined reflecting the reduction of 
       operational activity as a result of Covid-19. 
 --   Group revenue for the year was 13.1% lower at US$352.8 million (2019: US$406.1 million) principally 
       due to the impact of the weaker BRL and lower revenues at the offshore bases due to the impact 
       of Covid-19 on the oil industry. 
 --   Net cash inflow from operating activities for the year was US$105.7 million (2019: US$106.3 
       million). 
 --   Proposed dividend unchanged at US 70 cents per share (2019: US 70 cents per share). 
 --   Earnings per share for the year down US 23 cents per share to US 109.5 cents (2019: US 132.5 
       cents per share). 
 

About Ocean Wilsons Holdings Limited

Ocean Wilsons Holdings Limited ("Ocean Wilsons" or the "Company") is a Bermuda investment holding company which, through its subsidiaries, operates a maritime services company in Brazil and holds a portfolio of international investments. The Company is listed on both the London Stock Exchange and the Bermuda Stock Exchange. It has two principal subsidiaries: Wilson Sons Limited and Ocean Wilsons (Investments) Limited (together with the Company and their subsidiaries, the "Group").

Wilson Sons Limited ("Wilson Sons") is a Bermuda company listed on the São Paulo Stock Exchange (BOVESPA) and Luxembourg Stock Exchange. At 31 December 2020 Ocean Wilsons holds a 57.77% interest in Wilson Sons which is fully consolidated in the Group accounts with a 42.23% non-controlling interest. Wilson Sons is one of the largest providers of maritime services in Brazil with over three thousand employees and activities including towage, container terminals, offshore oil and gas support services, small vessel construction, logistics and ship agency.

Ocean Wilsons (Investments) Limited is a wholly owned Bermuda investment company and holds a portfolio of international investments .

Objective

Ocean Wilsons focuses on long-term performance and value creation. This approach applies to both the investment portfolio and our investment in Wilson Sons. The long-term strategy, managed by the Board, enables Wilson Sons' investments to grow and develop sustainable results with less pressure to produce short-term performance at the expense of longer-term value creation. This same view allows our Investment Manager to make investment decisions to achieve long-term capital growth.

Chairman's Statement

Introduction

While this year has presented the most challenging economic and operational environment for businesses globally due to the Covid-19 pandemic, it is important to remember that our business has been through other challenges in the past that have had a significant impact on our results in Wilson Sons and our investment portfolio, including the world financial crisis in 2008 and 2009 and the Brazilian market crash of 2015 and 2016. For most economies and industries, the longer-term financial and social impacts from this pandemic are likely to be far more significant than those two events combined. The economic uncertainty in the earlier days of the pandemic were demonstrated by the global financial market crash and significant terminal activity decline in the operations of Wilson Sons. As the year progressed, markets recovered beyond most forecasters expectations and Wilson Sons' results proved to be more resilient than originally feared.

Wilson Sons' container terminal operations have been negatively impacted by the Covid-19 pandemic resulting in lower import volumes. However, towage volumes improved in the fourth quarter, and Wilson Sons' fourth quarter after tax profit increased and their liquidity remains strong as the Brazilian economy works toward recovery and the new normal.

The investment portfolio performed well while markets recovered from the initial Covid-19 market crash in March. Driven by rising equity markets, the investment portfolio rose 10.9% on a time-weighted net return basis over the year to US$310.3 million (2019: US$285.3 million), outperforming its benchmark of 4.4%.

Growth in the Brazilian economy has been a struggle since the 2015-2016 crash and is now exacerbated with the uncertainty of the economic impact of the Covid-19 pandemic. Real GDP growth in 2019 was 1.1%, compared to negative 4.0% real GDP in 2020. Additionally, the BRL fell 28.9% against the US$. Notwithstanding these economic headwinds, Wilson Sons reported better than expected trade linked volumes in its container terminal business and increased days in operation of its Offshore Vessels.

These key operational indicators at our container terminals and towage businesses declined only slightly by year end against the 2019 comparative, as trade volumes increased in the second half of the year both domestically and internationally.

 
Operating volumes                                          2020     2019     % Change 
---------------------------------------------------------  -------  -------  -------- 
Container Terminals (container movements in TEU '000s) *   1,017.6  1,027.3  (1.0%) 
Towage (number of harbour manoeuvres performed)            52,873   53,088   (0.4%) 
Offshore Vessels (days in operation)                       5,356    5,128    4.4% 
---------------------------------------------------------  -------  -------  -------- 
 

*TEUs stands for "twenty-foot equivalent units".

Results

Profit for the year at US$48.0 million was US$13.0 million lower than the prior year (2019: US$61.0 million) primarily due to the significant impact of the BRL weakening against the US$ by 28.9% during the year and the impact of Covid-19 on offshore services to the oil and gas industry. While the investment portfolio increased 10.9%, returns on the investment portfolio were US$1.3 million lower than the prior year at US$33.4M (2019: US$34.7 million).

Operating profit at US$66.9 million (2019: US$68.9 million) declined by US$2.0 million, due to increased foreign exchange losses because of the weaker BRL. Operating expenses generally declined with austerity measures taken to improve liquidity as part of managing through the Covid-19 pandemic and there being no impairment charge in the current year.

Earnings per share for the year were US 109.5 cents compared with US 132.5 cents in 2019.

Covid-19

The priority during the Covid-19 crisis is to protect our employees and balance the needs of our stakeholders. In response to the pandemic, the Group has implemented working practices and protocols to ensure the health and safety of our teams and all stakeholders across our businesses and is focused on business continuity and fiscal prudence. During the year multiple austerity measures were put in place and Wilson Sons was granted "stand-still agreements" with lenders that allowed for the postponement of loan repayment instalments to reinforce liquidity during this market uncertainty. A detailed overview of our Covid-19 response and business risk assessments can be found in Note 37 to the Financial Statements.

Wilson Sons

In October 2020, Wilson Sons concluded a US$110 million expansion project at the Salvador container terminal which extended the terminal's principal quay to 800 metres. This allows for the simultaneous berthing of two super-post-Panamax ships which will increase our capacity to handle more volumes of containers and improve operational efficiency. The completion of this extension solidifies the Group's position as operating the only dedicated terminal in Bahia, the largest economy in the Northeast of Brazil, which connects Brazil to all major worldwide markets. Additionally, this extra capacity supports initiatives to reinforce economic growth and job creation in this region.

During the year, the Brazilian Government designated Wilson Sons as an essential service provider, removing any operation restrictions during Covid-19 restrictions. This allowed us to remain operational, albeit with lower overall demand and volumes due to the pandemic.

Container volumes at the Salvador terminal grew 2.4% in 2020 to 342,400 TEUs despite the impact of Covid-19 with increased transhipment volumes. Import, export and cabotage volumes were lower year over year at both the Salvador and Rio Grande terminals as global and domestic demand for goods were negatively impacted by the pandemic. Rio Grande volumes declined 2.6% to 675,200 TEUs (2019: 693,100). In the fourth quarter of 2020, the Rio Grande terminal was certified with a deeper draft for the navigation channel that will allow for the berthing of the larger super-post Panamax vessels which is expected to increase volumes for transhipment containers. Transhipment volumes at the Rio Grande Terminal increased 5.7% in 2020.

Wilson Sons continues to be the leader in Brazilian towage services. With a fleet of 80 tugboats, we have the largest and most modern fleet in the country. The number of harbour towage manoeuvres performed in the year was consistent at 52,873 (2019: 53,088). Towage revenue results continued to improve despite volume declines as pricing has improved. Six new 80-tonne tugboats have been approved for construction to be completed during 2022-2025 which will support the capacity of our expanded terminals and the increased number of larger ships calling in Brazil.

Our offshore support bases and our offshore support fleet, which service the oil and gas industries continue to face demand weakness. The support base revenue declined US$11.3 million to US$8.0 million (2019: US$19.3 million). The number of operating days at our offshore vessel joint venture, Wilson Sons Ultratug Offshore, at 5,356 was 4.4% higher than the prior year (2019: 5,128) although our share of revenue was 7.8% lower at US$ 60.8 million (2019 US$65.5 million) due to softer average daily rates on new contracts given current market conditions. Our joint venture continues to explore alternative revenue streams for our off-hire vessels. During the year, the platform support vessels ("PSV") Cormoran, Sterna and Torda commenced new two-year contracts. At the year end, the joint venture had a fleet of 23 offshore support vessels ("OSVs") of which 16 were under contract. Subsequent to year end, 18 vessels are under contract with the remainder available in the Brazilian spot market or laid up until market conditions improve.

Investment Portfolio Performance

The investment portfolio out-performed the 2020 benchmark of 4.4% (2019: 5.3%) by 6.5% (2019: 6.8%) despite the Covid-19 market crash in March 2020. With a rebound in both equity and bond markets globally, the portfolio's holdings produced better than originally anticipated results. The portfolio increased US$25.0 million to US$310.3 million (2019: US$285.3 million) after paying dividends of US$5.0 million to Ocean Wilsons Holdings Limited and deducting management and other fees of US$2.8 million. This represents a net return in the year of 10.9%. Over the three-year period ended 31 December 2020, the portfolio produced a time-weighted net return of 6.0% per annum compared with the performance benchmark of 4.9% per annum.

At 31 December 2020 the top ten investments account for 46.7% of the investment portfolio valuation (US$144.9 million).

Investment Manager and Management Fee

Ocean Wilson (Investments) Limited ("OWIL"), a wholly owned subsidiary of the Company registered in Bermuda, holds the Group's investment portfolio. OWIL has appointed Hanseatic Asset Management LBG, a Guernsey registered and regulated investment group, as its Investment Manager.

The Investment Manager receives an investment management fee of 1% of the valuation of funds under management and an annual performance fee of 10% of the net investment return which exceeds the benchmark, provided that the high-water mark has been exceeded. The portfolio performance is measured against a benchmark calculated by reference to Urban Consumers NSA plus 3% per annum over rolling three-year periods. Payment of performance fees are subject to a high-water mark and are capped at a maximum of 2% of the portfolio NAV. The Board considers a three-year measurement period appropriate due to the investment mandate's long-term horizon and an absolute return inflation-linked benchmark appropriately reflects the Company's investment objectives while having a linkage to economic factors.

In 2020, the investment management fee paid was US$2.8 million (2019: US$2.8 million) and a US$0.3 million performance fee is payable to the Investment Manager (2019: US$0.7 million).

Net Asset Value

At the close of markets on 31 December 2020, the Wilson Sons' share price was R$45.30 (US$8.73), resulting in a market value for the Ocean Wilsons holding of 41,444,000 shares (57.77% of Wilson Sons) totalling approximately US$361.5 million which is the equivalent of US$10.22 (GBP7.48) per Ocean Wilsons share.

Adding the market value per share of Wilsons Sons of US$10.22 and the investment portfolio at 31 December 2020 of US$8.77 results in a net asset value per Ocean Wilsons Holdings Limited share of US$19.00 (GBP13.89). The Ocean Wilsons Holdings Limited share price was GBP8.45 at 31 December 2020.

Dividend

Dividends are set in US Dollars and are normally paid annually. The Ocean Wilsons dividend policy is to pay a percentage of the average capital employed in the investment portfolio determined annually by the Board and the Company's full dividend received from Wilson Sons in the period after deducting funding for the parent company costs. The Board may review and amend the dividend policy from time to time in light of our future plans and other factors.

The Board is recommending a dividend of US 70 cents per share to be paid on 4 June 2021 to shareholders of the Company as of the close of business on 14 May 2021. Shareholders will receive dividends in Sterling by reference to the exchange rate applicable to the USD on the dividend record date (14 May 2021) except for those shareholders who elect to receive dividends in USD. Based on the current share price and exchange rates a dividend of US 70 cents per share represents a dividend yield of approximately 6.1%.

Brexit

Shareholders will be aware that the United Kingdom ("UK") left the European Union ("EU") on 31 January 2020 ("Brexit"). The Company is domiciled in Bermuda and does not operate directly within the EU, however Ocean Wilsons (Investments) Limited invests in investment vehicles domiciled both within and outside the EU, and a number of those investment vehicles have direct and / or indirect exposure to the UK and/or the EU.

We are not aware of any tangible direct or indirect impact on the investment portfolio's performance arising from Brexit. The consequences of Brexit for London financial markets, in which some of the investment vehicles participate and where the Company's shares are traded on the London Stock Exchange, is uncertain.

Environmental Social and Governance Practices (ESG)

The Group is continuously improving and monitoring its ESG practices. In September 2020, Wilson Sons published its Greenhouse Gas Emissions Inventory for 2019 emissions. Since 2013, emissions have been reduced by 12%. As part of our plan to improve on emission reduction rates, we seek increasingly advanced technologies to utilise that will contribute to these reductions. For example, Wilson Sons has implemented diesel-electric systems on offshore vessels, moved to the use of electric yard cranes and when commissioning new vessels, ensures that they are compliant with EU emission standards.

Workplace safety at Wilson Sons, is ingrained in the day-to-day operations with a relentless commitment to ensuring the safety of our employees and reducing accident rates through a safety programme in partnership with DuPont. Our target was to reduce and maintain a lost-time injury frequency rate (LTIFR) below or equal to 0.5 per million hours worked. The Company has successfully met this target with a 91% reduction in LTIFR from 2011 to 2020. LTIFR was 0.42 (2019: 0.48).

The Board has established corporate governance arrangements which it believes are appropriate for the operation of the Company. The Board has considered the principles and recommendations of the 2018 UK Corporate Governance Code ("the Code") issued by the Financial Reporting Council and decided to apply those aspects which are appropriate to the business. This reflects the fact that Ocean Wilsons is an investment holding company incorporated in Bermuda with significant operations in Brazil. The Company complies with the Code where it is appropriate for both its wider stakeholders and its business to do so. The areas where the Company does not comply with the Code, and an explanation of why, are contained in the section on Corporate Governance in the Annual Report. The position is regularly reviewed and monitored by the Board.

Board Appointments and Retirements

During the year we were pleased to announce the appointment of two new independent non-executive directors, Ms. Fiona Beck and Ms. Caroline Foulger. Ms. Beck joined the Board effective 13 April 2020 and Ms. Foulger joined the Board effective 1 June 2020. Ms. Foulger will be subject to election as a director at the Company's next Annual General Meeting.

Mr. Colin Maltby retired from the Board effective 1 January 2021 and Mr. Keith Middleton will be retiring from the Board and the Company on March 26, 2021. I would like to thank both Mr. Maltby and Mr. Middleton for their time and dedication to the Group.

Outlook

While there has been some worsening in numbers relating to the pandemic in Brazil recently, the forecasts for economic growth in 2021 remain positive with exports expecting to rise due to the depreciation of the BRL in 2020 and a recovery in global economic activity. The impacts from the Covid-19 pandemic in 2020 on our results were less than we initially anticipated when news of the pandemic broke. While it is unclear how the pandemic will playout in 2021, we expect our operations to continue to be affected and the safety protocols and other measures that were implemented during 2020 to remain in place for the foreseeable future. The roll out of the vaccines are a positive development although the new variant mutations make it unclear how the pandemic will unfold. The Brazilian offshore oil and gas market is expected to remain soft in 2021. However, we are seeing some green shoots and expect some recovery from 2022 onwards as the offshore oil concessions move towards production. The competitive Brazilian towage market we have experienced in the last few years remains unchanged. The coming year will continue to present a number of challenges for the Group. However, the resilient performance delivered by the Group in 2020 means we are confident in the strength of our Brazilian businesses and believe that the Group will continue to prosper as Brazil and the World recovers from the Covid-19 pandemic.

The financial markets closed 2020 with major equity indices increasing with the MSCI World up 16.2% and the S&P 500 up 18.4% notwithstanding one of the biggest post-war market crashes in March. Bond markets also performed surprisingly well with the global bond index rising 9.5%. Investor confidence continues to be strong as vaccines are being administered globally, spurring anticipation of the world getting back to the normal that we once knew, and we continue to have a positive view on equity markets going into 2021. However, we continue to be alert and exercise caution for any events that could cause the markets to slide. We have particular focus on the impacts of the Biden administration on US and global markets and the speed and success of the Covid-19 vaccine roll-out which is anticipated to allow more social movement that will stimulate and drive economic recovery in those sectors hit hard by the pandemic.

Management and Employees

On behalf of the Board and shareholders, I would like to thank our management and employees for their efforts and hard work during this incredibly difficult year. We understand that our workforce has been faced with day to day personal and professional struggles as we navigate through the new normal of living and working through this pandemic. We are extremely proud of how our teams have managed and responded to the challenges that Covid-19 has created.

J F Gouvêa Vieira

Chairman

Ocean Wilsons Holdings Limited

12 March 2021

Financial Review

Operating Profit

Operating profit of US$66.9 million was US$2.0 million lower than prior year (2019: US$68.9 million) principally due to the negative impact of the BRL devaluation against the US, lower revenues being offset by reduced operating costs and no impairment charges in the current financial year (2019: US$13.0 million). Operating margin for the year was 18.9% (2019: 20.2% - excluding the impairment charge) principally due to the increase in foreign exchange losses on monetary items, negatively offsetting lower operating costs as the Company implemented cost savings strategies in the face of Covid-19 and lower depreciation expense.

Raw materials and consumables used were US$6.0 million lower at US$19.3 million (2019: US$25.3 million) reflecting lower shipyard activity. Employee expenses were US$30.3 million lower at US$110.0 million (2019: US$140.3 million) principally due to the effect of the stronger average USD/BRL exchange rate. Amortisation of right-of-use assets was $10.7 million (2019: US$12.4 million).

The headcount at the year-end was 3,675 compared with 3,939 in 2019. Employee expenses as a percentage of revenue declined from 34.6% in 2019 to 31.2% in the current year. Other operating expenses were US$4.8 million lower at US$87.8 million (2019: US$92.6 million) largely driven by a weaker BRL exchange rate throughout 2020. Depreciation and amortisation expense at US$50.6 million was US$3.1 million lower than the comparative period (2019: US$53.7 million) due to the devaluation of the BRL during the year.

Revenue from Maritime Services

Group revenue for the year in BRL terms increased by 13.3% while in USD terms revenue was 13% lower at US$352.8 million (2019: US$406.1 million). The decline in revenue is principally due to the negative impact of BRL devaluation against the USD, with volume declines in logistics revenues due to the end of a specific high value contract, lower offshore support base revenues against a backdrop of lower demand in the oil and gas sector and the overall impact of Covid-19 on operations and trading volumes.

Towage and agency services revenue at US$181.7 million was US$12.9 million higher than the prior year (2019: US$168.8 million) with increased volumes in ports that operate larger ships, a focus on improving the revenue mix and the full year impact of firming market prices from the end of the prior year. Harbour towage manoeuvres performed in the year decreased 0.4% to 52,873 (2019: 53,088). Special operations revenues increased US$3.2 million to US$14.5 million (2019: US$11.1 million). Special operations are project based, with current year revenue increases being driven by support to two vessels that suffered damage in accidents. Ship agency revenue at US$8.1 million was 12% lower than the prior year (2019: US$9.2 million).

Port terminals revenue at US$140.2 million was US$47.0 million lower than the prior year (2019: US$187.2 million) principally due to the lower average BRL exchange rate and the reduction in economic activity caused by Covid-19 on both imports and exports and oil and gas support base activity. Container volumes handled fell 1.0% to 1,017,600 TEUs (2019: 1,027,600 TEUs) mainly due to lower volumes in imports and cabotage flows. Due to the decrease in container volumes handled, lower import warehouse revenue and the higher average USD/BRL exchange rate in the year container terminal revenue declined 21.2% to US$132.2 million (2019: US$167.8 million). Revenue at our offshore support base decreased US$11.3 million to US$8.0 million (2019: US$19.4 million) mainly due to reduced or delayed activity as the oil and gas sector manage reduced oil demand and currency impacts.

Revenue at our logistics business was 37% lower at US$28.6 million (2019: US$45.7 million) primarily as a result of the ending of a large warehousing contract at one of our logistics centres, the impact of Covid-19 on import volumes driving lower demand for logistics services and the lower average BRL exchange rate. Third-party shipyard revenue was US$2.3 million lower at US$2.2 million (2019: US$4.5 million). The shipyard continues to provide important vessel construction and maintenance services for our towage and joint venture offshore vessel fleets.

All Group revenue is derived from Wilson Sons' operations in Brazil.

Share of Results of Joint Ventures

The share of results of joint ventures is Wilson Sons' 50% share of net profit for the period from our offshore joint ventures. Our joint ventures had 16 offshore support vessels under contract out of a total fleet of 23 at year end. Operating profit for a 50% share in the joint ventures in the year decreased US$3.3 million to US$5.5 million compared to US$8.9 million in 2019. Revenue was 7% lower at US$60.8 million (2019: US$65.5 million) while operating days at 5,356 days were 4.4% higher than the prior year (2019: 5,128). The reduction in operating profit, driven by lower revenues and increased exchange losses on monetary items of US$9.1 million for the period resulted in a loss for the year of US$4.2 million (2019: US$0.6 million profit).

Returns on the Investment Portfolio at Fair Value Through Profit or Loss

Returns on the investment portfolio of US$33.4 million (2019: US$34.7 million) comprise realised profits on the disposal of financial assets at fair value through profit or loss of US$1.0 million (2019: US$7.5 million), income from underlying investment vehicles of US$3.3 million (2019: US$2.8 million) and unrealised gains on financial assets at fair value through profit or loss of US$29.1 million (2019: US$24.4 million).

Other Investment Income

Other investment income for the year declined US$4.5 million to US$1.6 million (2019: US$6.1 million). Lower interest on bank deposits of US$1.1million (2019: US$1.7 million) and lower other interest income of US$0.6 million (2019: US$4.3 million) were the contributing factors. Other interest in the prior year of US$4.3 million included a one-time income adjustment on the judicial deposits of US$2.8 million and US$0.6 million on tax credits.

Finance Costs

Finance costs for the year at US$23.2 million were US$4.5 million lower than the prior year (2019: US$27.7 million) as interest on lease liabilities decreased US$3.1 million to US$12.8 million (2019: US$15.9 million). Exchange losses on foreign currency borrowings were zero (2019: US$0.8 million) as the Group repaid borrowings in currencies other than the functional currencies of the subsidiaries in the prior period. Interest on bank loans and overdrafts decreased US$0.5 million to US$10.3 million (2019: US$10.8 million) due to lower variable interest rates.

Exchange Rates

The Group reports in USD and has revenues, costs, assets and liabilities in both BRL and USD. Therefore, movements in the USD/BRL exchange rate influence the Group's results both positively and negatively from year to year. During 2020 the BRL depreciated 28.9% against the USD from R$4.03 at 1 January 2020 to R$5.20 at the year end. In 2019 the BRL depreciated 4.0% against the USD from R$3.87 at 1 January 2019 to R$4.03 at the year end. The principal effects from the movement of the BRL against the USD on the income statement are set out in the table below:

 
                                                           2020         2019 
                                                    US$ million  US$ million 
--------------------------------------------------  -----------  ----------- 
Exchange losses on monetary items(i)                      (7.4)        (0.6) 
Exchange losses on foreign currency borrowings                -        (0.8) 
Deferred tax on retranslation of fixed assets(ii)        (14.0)          0.6 
Deferred tax on exchange variance on loans(iii)            15.1        (2.0) 
--------------------------------------------------  -----------  ----------- 
Total                                                     (6.3)        (2.8) 
--------------------------------------------------  -----------  ----------- 
 
 
 (i)     This arises from the translation of BRL denominated monetary items in USD functional currency 
          entities. 
 (ii)    The Group's fixed assets are located in Brazil and therefore future tax deductions from depreciation 
          used in the Group's tax calculations are denominated in BRL. When the BRL depreciates against 
          the US Dollar the future tax deduction in BRL terms remain unchanged but is reduced in US 
          Dollar terms. 
 (iii)   Deferred tax credit arising from the exchange losses on USD denominated borrowings in Brazil. 
 

The movement of the BRL against the USD in 2020 resulted in a negative impact of US$6.3 million on the income statement in the year compared with a US$2.8 million negative impact in 2019.

A currency translation adjustment loss of US$51.8 million (2019: US$11.1 million) on the translation of operations with a functional currency other than USD is included in other comprehensive expense for the year and recognised in other comprehensive income.

The average USD/BRL exchange rate during 2020 was 30.6% higher than prior year at 5.16 (2019: 3.95). A higher average exchange rate negatively affects BRL denominated revenues and positively impacts BRL denominated costs when converted into our USD reporting currency.

Profit Before Tax

Profit before tax for the year decreased US$7.9 million to US$74.6 million compared to US$82.5 million in 2019. The decline in profit before tax is primarily due to the US$4.7 million negative movement of results from joint ventures, US$1.3 million in lower returns from the investment portfolio, US$7.4 million negative movement in foreign exchange losses on monetary items and a US$4.4 million reduction in other investment income. Prior year other investment income included a one-time adjustment on US$2.8 million in judicial deposits.

Taxation

Although taxable profit was US$7.9 million lower at US$74.6 million, (2019: US$82.5 million), the tax charge for the year at US$26.6 million was US$5.1 million higher than prior year (2019: US$21.5 million). This represents an effective tax rate for the year of 36.0% (2019: 26.0%) compared with the corporate tax rate prevailing in Brazil of 34%. The higher effective tax rate is principally due to higher net expenses not included in determining taxable profit. Net expenses not included in determining taxable profit were higher due to higher foreign exchange losses and losses at our joint ventures.

The principal impacts from these items on the tax charge in the income statement are set out in the table below:

 
                                                                               2020              2019 
                                                                               % of              % of 
                                                                       US$  taxable      US$  taxable 
                                                                   million   profit  million   profit 
-----------------------------------------------------------------  -------  -------  -------  ------- 
Deferred tax items not included in determining taxable profit(i)     (2.2)   (3.0%)    (1.2)   (1.5%) 
Net expenses not included in determining taxable profit(ii)          (7.9)  (10.6%)    (1.7)   (2.1%) 
Net income/(expenses) incurred outside Brazil                          8.9    12.0%      9.7    11.6% 
Total                                                                (1.2)   (1.6%)      6.6     8.0% 
-----------------------------------------------------------------  -------  -------  -------  ------- 
 
 
 (i)    The principal deferred tax items not included in determining taxable 
         profit are a deferred tax credit arising on the retranslation of BRL 
         denominated fixed assets in Brazil, the deferred tax charge on the 
         exchange losses on USD denominated borrowings and tax losses at our 
         Brazilian subsidiaries not recognised in deferred tax. 
 (ii)   The main items not included in determining taxable profit are the 
         tax effect of foreign exchange gains/(losses) on monetary items, the 
         tax effect of the share of results of joint ventures and non-deductible 
         expenses. 
 

A more detailed breakdown is provided in note 10.

Profit for the Year

Profit attributable to equity holders of the parent company for the year is US$38.7 million (2019: US$46.9 million) after deducting profit attributable to non-controlling interests of US$9.3 million (2019: US$14.2 million).

Earnings per Share

Earnings per share for the year was US 109.5 cents compared with US 132.5 cents in 2019.

Cash Flow

Net cash inflow from operating activities for the period at US$105.7 million was US$0.6 million lower than prior year (2019: US$106.3 million) mainly due to the lower operating profit in the year offset by improvements in working capital balances. Capital expenditure in the year at US$58.4 million was US$27.3 million lower than the prior year (2019: US$85.7 million) as capital expenditure in 2019 on the expansion of Wilson Sons Salvador container terminal contributed to higher spend. This work has now been completed.

The Group drew down new loans of US$51.5 million (2019: US$113.6 million) to finance capital expenditure, while making loan repayments of US$25.7 million in the year (2019: US$85.9 million). Dividends of US$24.8 million were paid to shareholders (2019: US$24.8 million) with a further US$17.4 million paid to non-controlling interests in our subsidiary (2019: US$$17.4 million).

Cash and cash equivalents at 31 December 2020 decreased US$5.7 million from the prior year end to US$63.3 million, (2019: US$69.0 million) of which US$53.8 million was denominated in Brazilian Real (2019: US$35.7 million). Wilson Sons held a further US$39.6 million in USD denominated fixed rate certificates which are classified as financial assets at fair value through profit or loss (2019: US$14.1 million) which are not part of the Group's investment portfolio managed by Hanseatic Asset Management LBG and are intended to fund Wilson Sons.

Balance Sheet

Equity attributable to shareholders of the parent company at the balance sheet date was US$14.0 million lower at US$555.8 million compared with US$569.8 million at 31 December 2019. The main movements in equity in the year were profits for the period of US$38.7 million, less dividends paid of US$24.8 million and a negative currency translation adjustment of US$29.8 million. The currency translation adjustment arises from exchange differences on the translation of operations with a functional currency other than USD.

Net Debt and Financing

All debt at the year-end was held in the Wilson Sons group with no recourse to the parent company, Ocean Wilsons, or the investment portfolio held by Ocean Wilsons (Investments) Limited. The Group's borrowings are used principally to finance vessel construction and the development of our container terminal business.

Borrowings are mainly long-term with defined repayment schedules payable over different periods of up to 18 years. At 31 December 2020 all the Group's borrowings are denominated in BRL with 65% linked to the USD and the remaining 35% denominated in BRL. The Group's borrowings denominated in BRL linked to the USD loans are fixed rate loans while BRL denominated debt is variable rate. A significant portion of the Group's Brazilian pricing is denominated in USD which acts as a natural hedge to our long-term exchange rate exposure. In addition to borrowings, the Group has lease liabilities of US$157.9 million (2019: US$194.1 million).

Net debt including lease liabilities at 31 December 2020 was US$397.7 million (2019: US$446.0 million) as set out in the following table:

 
                                   2020         2019 
                            US$ million  US$ million 
--------------------------  -----------  ----------- 
Debt 
Short-term                         76.9         58.6 
Long-term                         423.7        470.5 
Total debt                        500.6        529.1 
Short term investments           (39.6)       (14.1) 
Cash and cash equivalents        (63.3)       (69.0) 
--------------------------  -----------  ----------- 
Net debt                          397.7        446.0 
--------------------------  -----------  ----------- 
 

The Group's reported borrowings do not include US$211.9 million (2019: US$220.3 million) of debt from the Company's 50% share of borrowings in our Offshore Vessel joint venture.

Leslie J. Rans, CPA

Chief Operating and Financial Officer

Ocean Wilsons Holdings Limited

12 March 2021

Wilson Sons Limited

The Wilson Sons 2020 Earnings Report released on 12 March 2021 is posted on www.wilsonsons.com.br.

In the report, Mr. Cezãr Baião, Deputy Chairman of Wilson Sons, said:

"Wilson Sons reported that cash flows from operating activities of US$114.5 million increased 3.0% against 2019 (US$111.1 million) remaining very resilient notwithstanding the Covid-19 pandemic. In BRL terms, operating cash flow grew 34.5%. A weaker average BRL exchange rate reduced revenues and costs, with costs being further reduced, driven by austerity measures in addressing the financial impacts of Covid-19 on our business.

Container terminal results were impacted by lower import volumes during the year due to the pandemic with business confidence and Brazilian economic indicators remaining soft through Q4. The Salvador terminal reported a 2.4% increase in annual operating volumes and civil works to extend the terminal's principal quay were completed in October 2020. The Rio Grande terminal was certified with a 15-metre draft for the navigation channel in 4Q20 allowing the terminal to receive larger super-post-Panamax vessels, further increasing the terminal's competitiveness as a hub port and potentially attracting more transhipment volume. Although the Rio Grande terminal showed a 2.5% decrease in annual operating volumes, transhipment volume was up 5.6% over the prior year.

Towage results continued to be solid despite the competitive environment and Covid-19 crisis. We recently approved the construction of six new 80-tonne tugboats to be delivered by our shipyard between 2022 and 2025. These new vessels will further expand the capacity of our towage fleet to service the larger ships now calling in to Brazilian ports.

Our oil services businesses, including offshore support vessels ("OSV") and support bases, still face weak demand, although we expect to see a recovery in the medium term. We continue to explore alternative revenue streams for the base areas and our off-hire vessels, which are well positioned to profit from the expected recovery in the industry.

The outlook heading into 2021 remains a challenging operational environment with the persisting effects of Covid-19 and exchange rate volatility remains an item to be monitored. We expect trade flows to recover faster than oil and gas services. Debt standstill agreements have benefitted a number of businesses through this unique period.

In this context, we reaffirm our commitment to the safety and well-being of our employees, clients, suppliers and the communities in which we operate to ensure the continuity of the essential services that we provide. All our operations and facilities are applying rigorous health and safety protocols established by Brazilian authorities and agencies, and we are closely monitoring the evolution of the pandemic in the country."

The Wilson Sons Strategy

The Wilson Sons strategy is to grow and strengthen its businesses while looking for new opportunities in the maritime and transport sector, focusing on Brazil and Latin America. Wilson Sons looks to develop its businesses by maximising economies of scale and efficiency and improving the quality and range of services it provides to customers. Wilson Sons' principal services are container terminals, logistics, oil and gas support terminals, towage, shipyard and through our joint venture, offshore support vessels.

Utilising capacity in our container terminals. To meet demand from domestic and international trade, we have expanded both container terminals since the beginning of the concessions. By maximising installed capacity utilisation, we can continue to increase productivity and the level of service to our clients through economies of scale. Additionally, we will evaluate new opportunities to invest in the development of new terminals, and the ability for these opportunities to provide a strong return on shareholders' equity.

Maximising capacity utilization of our offshore support bases. Our bases in Niterói and Rio de Janeiro have a total capacity of eight berths which provide logistics support for offshore vessels. With excellent access to the Campos and Santos petroleum basins, including to the pre-salt region, our assets are strategically positioned as one of the largest operators of offshore support bases in Brazil. We continuously monitor the offshore exploration and production activities across the Brazilian coast to meet demand as activity in this sector improves.

Strengthening our position as the leading provider of towage services in Brazil. We will continue to modernise and expand our tugboat fleet to consistently provide high-quality services to our customers and solidify our leading position in the Brazilian towage market. We also look to contribute to the expansion of activities in the Brazilian ports, offering state-of-the-art vessels that are suitable for the operation of new classes of ships, as well as for the oil and gas industry. We regularly review our fleet deployment to optimise efficiency and to seek out new market niches where we may be able to provide additional services or expand our geographical footprint to new ports in Brazil.

Maximising the potential of our shipyard facilities. Through a mix of in-house and third-party vessel construction, repair, maintenance, conversion and dry-docking services we seek to maximise the potential of our shipyards to meet the demands of local and international shipowners operating in Brazil.

Solidifying our offshore support vessel services to oil and gas platforms. Using our knowledge and experience, we look to consolidate our activities maintaining our position amongst the leading suppliers of services to the offshore oil and gas industry in Brazil. We are exploring alternative revenue streams to increase utilisation of our offshore support vessel fleet.

Exploring innovative opportunities and strategies to provide the best and most complete set of services to our customers. We will continue to foster a culture of innovation and digital transformation. We have formed relationships with technology start-ups, to strive for innovative digital solution to support strategic goals of creating efficiencies, improving margins and driving improved customer service throughout our businesses. We are always looking to provide innovative services to our customers, as well as to anticipate their needs. Through a solid nationwide footprint, we will continue our strategy of providing comprehensive logistics solutions to support domestic and international trade activities, as well as the oil and gas industry.

Increasing economies of scale, productivity, synergies, and cost savings across our segments. We continuously seek to optimise our operations productivity and reduce costs through digital transformation and synergies among our businesses. We will continue to be focused on driving digital transformation of Wilson Sons to meet stakeholder needs in a rapidly changing market as well as integrating similar activities to achieve economies of scale and reduce costs wherever possible.

Economic Social and Governance (ESG) best practices are key to our overall strategy. We will ensure that ESG best practices are implemented throughout the organization to achieve and maintain excellence in these areas, in line with our strategy of a sustainable and ethical business.

Investment Portfolio

Investment Objective

Ocean Wilsons is run with a long-term outlook. The objective of the investment portfolio is to make investments that create long-term capital growth without pressure to produce short-term results at the expense of long-term value creation.

Investment Policy

The Investment Manager will seek to achieve the investment objective through investments in publicly quoted and private (unquoted) assets across three 'silos':

 
 (i)     Core regional funds which form the core of our holdings, enabling us to capture the natural 
          beta within markets; 
 (ii)    Sector specific silo, represented by those sectors with long-term growth attributes, such 
          as technology and biotechnology; and 
 (iii)   Diversifying silo, which are those asset classes and sectors which will add portfolio protection 
          as the business cycle matures. Cash levels will be managed to meet future commitments (e. 
          g. to private assets) whilst maintaining an appropriate balance for opportunistic investments. 
 

Commensurate with the long-term horizon, it is expected that the majority of investments will be concentrated in equity, across both 'public' and 'private' markets. In most cases, investments will be made either through collective funds or limited partnership vehicles, working alongside expert managers in specialised sectors or markets to access the best opportunities.

The Investment Manager maintains a global network to find the best opportunities across the three silos worldwide. The portfolio contains a high level of investments which would not normally be readily accessible to investors without similar resources. Furthermore, a large number of holdings are closed to new investors. There is currently no gearing although the Board would, under the appropriate circumstances, be open-minded to modest levels of gearing. Likewise, the Board may, from time to time, permit the Investment Manager opportunistically to use derivative instruments (such as index hedges using call and put options) to actively protect the portfolio.

Investment Process

Manager selection is central to the successful management of the investment portfolio. Potential individual investments are considered based on their risk--adjusted expected returns in the context of the portfolio as a whole. Initial meetings are usually a result of: (i) a 'top-down' led search for exposure to a certain geography or sector; (ii) referrals from the Investment Manager's global network; or (iii) relationships from sell-side institutions and other introducers. The Investment Manager reviews numerous investment opportunities each year, favouring active specialist managers who can demonstrate an ability to add value over the longer-term, often combining a conviction-based approach, an unconstrained mandate and the willingness to take unconventional decisions (e.g., investing according to conviction and not fearing short-term underperformance versus an index).

Excessive size is often an impediment to continued outperformance and the bias is therefore towards managers who are prepared to restrict their assets under management to a level deemed appropriate for the underlying opportunity set. Track records are important, but transparency is an equally important consideration. Alignment of interests is essential, and the Investment Manager will always seek to invest on the best possible terms. Subjective factors are also important in the decision-making process - these qualitative considerations would include an assessment of the integrity, skill and motivation of a fund manager.

When the Investment Manager believes there is a potential fit, thorough due diligence is performed to verify the manager's background and identify the principal risks. The due diligence process would typically include visiting the manager in their office (in whichever country it may be located), onsite visits to prospective portfolio companies, taking multiple references and seeking a legal opinion on all relevant documentation. With travel restrictions related to Covid-19, the due diligence process has been amended to include virtual meetings and onsite visits will resume once travel restrictions have been removed.

All investments are reviewed on a regular basis to monitor the ongoing compatibility with the portfolio, together with any 'red flags' such as signs of 'style drift', personnel changes or lack of focus. Whilst the Investment Manager is looking to cultivate long-term partnerships, every potential repeat investment with an existing manager is assessed as if it were a new relationship.

Portfolio Characteristics

The portfolio has several similarities to the 'endowment model'. These similarities include an emphasis on generating real returns, a perpetual time horizon and broad diversification, whilst avoiding asset classes with low expected returns (such as government bonds in the current environment). This diversification is designed to make the portfolio less vulnerable to permanent loss of capital through inflation, adverse interest rate fluctuations and currency devaluation and to take advantage of market and business cycles. The Investment Manager believes that higher returns can be generated from investments in illiquid asset classes (such as private equity). In comparison to public markets, the pricing of assets in private markets is less efficient and the outperformance of superior managers is more pronounced.

Investment Manager's Report

Market Backdrop

Had you asked at the beginning of 2020 how stock markets would fair in the face of a global pandemic, one of the deepest post-war economic declines and with companies in many sectors on the brink of bankruptcy, it would not have been unreasonable to expect responses of 20%, 30% or even 50% declines. The fact that this happened when we were in the eleventh year of one of the longest market cycles in history, arguably made the market even more vulnerable to bad news.

It seems surreal then that the year ended with major equity indices increasing 16.2%, 18.4% and 29.5% for the MSCI World, S&P 500 and MSCI China. German and French indices somewhat lagged, up by 13.5% and 3.5% respectively and the UK and EMs ex-Asia declined by 10.5% and 10.0%. The MSCI Information Technology index was up 45.6% for the year while the MSCI World Value index was down by 1.2% with sub-sectors such as retail and leisure falling sharply over the period.

The bond markets were also robust at the headline level with the global bond index rising by 9.5% for the year. Investment grade debt rose by 10.4% and high yield by 7.0% but at the trough in March, they were down 10.4% and 21.2% respectively when the prospect of widespread corporate default seemed very real.

The commodity markets were a case of contrasting fortunes. Gold's defensive attributes came to the fore as is often the case at points of extreme distress, rising by 25.1% over the year. In contrast, oil, which saw demand fall sharply due to a collapse in travel, especially air travel, fell by 20.5% over the year.

Cumulative portfolio returns

 
                                                  2020  3 years p.a.  5 years p.a.  10 years p.a. 
-----------------------------------------------  -----  ------------  ------------  ------------- 
OWIL                                             12.2%          7.3%          7.8%           5.0% 
OWIL (Net)(1)                                    10.9%          6.0%          6.6%           3.9% 
Performance benchmark(2)                          4.4%          4.9%          4.9%           4.0% 
MSCI ACWI + FM NR                                16.2%         10.0%         12.2%           9.1% 
MSCI Emerging Markets NR                         18.3%          6.2%         12.8%           3.6% 
Bloomberg Barclays Global Treasury TR Unhedged    9.5%          4.8%          4.7%           2.2% 
Barclays 3 Month US$ LIBOR                        0.3%          1.8%          1.5%           0.9% 
-----------------------------------------------  -----  ------------  ------------  ------------- 
 
 
 1.   The OWIL net performance is after charging investment management and 
       performance fees. 
 2.   The OWIL performance benchmark which came into effect on 1st January 
       2015 is US CPI Urban Consumers NSA +3% p.a. This has been combined 
       with the old benchmark (USD 12 Month LIBOR +2%) for periods prior 
       to the adoption of the current benchmark. 
 

Portfolio Review

The investment portfolio returned 10.9% on a net basis over the year, whilst its benchmark returned 4.4%. Despite the COVID-19 induced crash in March, markets tended to take a longer-term view into 2021 looking past the pandemic with vaccine announcements and the eventual election of Joe Biden as US President seeing investors become increasingly bullish towards the end of the year.

The portfolio's public market investments in North America continued to be some of the larger contributors to performance. Pershing Square Holdings generated excellent returns with a yearly gain of 85.5%. The manager placed a lucrative credit hedge at the beginning of the year, before most investors realized the impact COVID-19 would have on markets, which then significantly benefited from the market falls in March. The manager subsequently ploughed these profits into equity markets, particularly consumer focused companies including Chipotle Mexican Grill and Starbucks, who have both been able to successfully adapt their operations to cater towards delivery and takeaway services. Both have rebounded significantly following the market sell-off, with Chipotle more than doubling its value from its trough in mid-March to the end of 2020. Other contributors in North America were Vulcan Value Equity, Select Equity and Findlay Park American which were up 9.5%, 16.0% and 15.8%, respectively, over the year.

Our emerging markets holdings NTAsian Discovery, a value-biased fund, had a rollercoaster year ending with an annual return of 10.6%. There was a large drawdown in the first quarter caused by the COVID-19 driven market sell off with the performance then rebounding over the rest of the year, particularly during a strong final quarter when the fund was up 25.3%. One of the investments, BFI Finance, an Indonesian consumer finance firm, saw a significant rally in its share price during the final quarter as it reported a significant drop in debt levels and continued to have a lower ratio of non-performing loans than its peers. Another of the fund's investments, I.T, a Hong Kong based fashion brand, was another strong contributor as the firm announced that it was teaming up with a private equity fund to take itself private at a 54.6% premium over the closing share price.

Schroder Asia Total Return, another fund in the Asian segment, was up 31.0% over the year. The fund's 28% exposure to information technology benefited it this year with large holdings in TSMC and Samsung Electronics increasing significantly in value over the course of the year. The focus that Prince Street Opportunities has on emerging and frontier market companies that use data and technology to build market share led it to perform very strongly, gaining 35.7% over the last twelve months. Holdings such as Public Power Corp in Greece and Sea Ltd in Singapore were among the fund's biggest contributors.

In Europe, Adelphi European Select Equity and BlackRock European Hedge Fund continue to exhibit great performance, up 19.7% and 39.5% for 2020, respectively. The portfolio's Japanese holdings have been more mixed with Indus Japan Long Only performing strongly returning 27.4% while Goodhart Partners: Hanjo returned only 4.9% as Japanese small cap stocks lagged their large cap comparators over the course of the year.

In the portfolio's thematic holdings, the technology focused GAM Disruptive Growth produced a strong annual return, up 62.8%. The fund benefited from a wide variety of holdings such as Walt Disney which was up 25% over the year following the successful launch of its streaming service, and Uber which gained 71% on the back of a surge in demand for its food delivery service. Impax Environmental Markets also performed well with an annual return of 28.8%. Energy transition holdings saw a rally in their share prices following Biden's US election victory with his campaign promising a US$2 trillion green energy plan. Ormat Technologies, a renewable energy developer, performed well following management changes including a new CEO. Other positions which positively contributed were PTC Inc, a software company, and Clean Harbors, a waste disposal and generator firm. The portfolio's healthcare holdings all enjoyed positive years with RA Capital International Healthcare, BB Biotech and Worldwide Healthcare Trust returning 34.2%, 27.4% and 22.9%, respectively.

In the diversifying segment, Global Event Partners returned 15.6% over the year. Despite the pandemic the year was a busy one in terms of mergers with an investment in the LVMH/Tiffany proving turbulent but ultimately contributing positively as both companies settled litigation and moved forward with the acquisition at a modestly reduced price. CZ Absolute Alpha had a positive year with an annual return of 4.2%. The market neutral equity long/short fund struggled for much of the year with its strong value bias meaning that its investments typically underperformed the market in the second and third quarters. Large positions that did perform well were William Hill where the manager felt the stock was oversold in March, providing an entry opportunity, before bouncing back and then being boosted by takeover approaches by Caesars Entertainment and Apollo in the final quarter of the year. Hudson Bay International and BioPharma Credit were also positive contributors returning 16.3% and 7.7%, respectively.

On the private asset side of the portfolio, the delayed nature of private asset valuations means that the impact of the strong market performance towards the end of the year will not yet have fully fed through. KKR Americas XII, LP has been busy deploying capital with over 50% of the fund now committed. This 2017 vintage fund is carried at a 1.3x net multiple and a 15.9% net IRR with several investments looking like they will be strong performers. AppLovin Corporation, a high-growth mobile gaming platform that publishes its own games as well as enabling user acquisition and monetization for the global mobile gaming market, increased significantly in value over the latter part of 2020 with the gaming industry being a beneficiary of the COVID-19 crisis. The company also acquired two complementary businesses in Machine Zone and Zenlife with their integration the current focus. Nature's Bounty, a manufacturer of vitamins, supplements and nutrition products, is an older investment that is also performing well having significantly increased in value during the last quarter of the year. Many of the investments in this fund are still held at around cost and so we would expect to see some of them moving up in value over the next year as the manager starts to enact their growth plan for each business.

Baring Asia Private Equity Fund VII, LP is a more recent Asia-focused commitment that has started to accelerate this year with several investments growing strongly. JD Health, one of the two largest e-commerce platforms for consumer health and pharma products in China, has seen a 35% increase in the number of active users this year. The fund invested more capital in a recent fundraising round to enable the company to continue to expand the number of services it can provide to customers through its online platform. The company has now gone through an IPO which was received well by the market. TS Group, a recruitment agency for care and construction workers in Japan, has also reported strong growth with revenue and EBITDA up 28% and 9% year-on-year respectively despite the COVID-19 pandemic. The fund has made two recent investments in Shinhan Financial Group, Korea's largest financial group, and Hexaware, an Indian IT and business process outsourcing services provider, with the fund now looking to implement their business plans. This fund is currently held at a 1.5x net multiple and a 53.5% net IRR, albeit still at an early stage of its life.

More mature investments in the portfolio that have performed well include TA XII-B, LP (2.0x net multiple, 33.2% net IRR) and Great Point Partners II, LP (2.4x net multiple, 27.5% net IRR). Greenspring Global Partners IV, LP (2.8x net multiple, 17.7% net IRR) and Greenspring Global Partners VI, LP (2.7x net multiple, 23.3% net IRR) also continued to perform strongly returning significant capital to investors throughout the course of the year.

Summary

Whilst clearly not yet of out woods, especially as we sit here at home writing these comments in the midst of yet another lockdown, 2021 is looking more optimistic as the vaccine roll-out programme starts in earnest. The blend of better growth together with still abundant liquidity should serve to underpin risk assets and, as a result, we see little reason to deviate from our positive stance on equities and more cautious view on bonds. There are clearly risks to this scenario and, not least, the amount of good news already baked into markets as we enter the year will undoubtedly make them vulnerable to any disappointments.

Most worrying would be anything that derails the expected rebound in economic growth. Be it delays in the vaccine roll-out programme or, worse, that vaccines are found to be ineffective in treating new variants of the virus, these outcomes would be extremely damaging to sentiment given the already considerable growth expectations built into asset prices. We continue to be optimistic on most markets for 2021 but as ever remain alert for any events that could cause market disruption.

Hanseatic Asset Management LBG

March 2021

Investment Portfolio at 31 December 2020

 
                                                           Fair market 
                                                                 value   % of 
                                                                US$000    NAV                          Primary Focus 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
Findlay Park American Fund                                      31,896   10.3                US Equities - Long Only 
Adelphi European Select Equity Fund                             18,155    5.8            Europe Equities - Long Only 
BlackRock European Hedge Fund                                   16,419    5.3                Europe Equities - Hedge 
Egerton Long - Short Fund Limited                               15,238    4.9             Europe/US Equities - Hedge 
GAM Star Fund PLC - Disruptive Growth                           14,435    4.6        Technology Equities - Long Only 
Select Equity Offshore, Ltd.                                    11,568    3.7                US Equities - Long Only 
Vulcan Value Equity Fund                                        10,776    3.5                US Equities - Long Only 
Goodhart Partners: Hanjo Fund                                    9,642    3.1             Japan Equities - Long Only 
Schroder ISF Asian Total Return Fund                             9,604    3.1     Asia ex-Japan Equities - Long Only 
Pangea II, LP                                                    7,186    2.3                   Private Assets - GEM 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
Top 10 Holdings                                                144,919   46.7 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
NG Capital Partners II, LP                                       6,375    2.1         Private Assets - Latin America 
Greenspring Global Partners, VI, LP                              5,864    1.9    Private Assets - US Venture Capital 
Pershing Square Holdings Ltd.                                    5,770    1.9                US Equities - Long Only 
Hudson Bay International Fund Ltd.                               5,528    1.8        Market Neutral - Multi Strategy 
NTAsian Discovery Fund                                           5,499    1.8     Asia ex-Japan Equities - Long Only 
Prince Street Opportunities Fund                                 5,128    1.7  Emerging Markets Equities - Long Only 
Indus Japan Long Only Fund                                       5,125    1.7             Japan Equities - Long Only 
Helios Investors II, LP                                          4,862    1.6                Private Assets - Africa 
Impax Environmental Markets Fund                                 4,798    1.5     Environmental Equities - Long Only 
Silver Lake Partners IV, LP                                      4,723    1.5     Private Assets - Global Technology 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
Top 20 Holdings                                                198,591   64.0 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
Primary Capital IV, LP                                           4,521    1.5                Private Assets - Europe 
Global Event Partners Ltd.                                       4,494    1.4          Market Neutral - Event-Driven 
Worldwide Healthcare Trust PLC                                   4,217    1.4        Healthcare Equities - Long Only 
Dynamo Brazil VIII                                               3,922    1.3            Brazil Equities - Long Only 
Greenspring Global Partners IV, LP                               3,845    1.2    Private Assets - US Venture Capital 
Silver Lake Partners V, LP                                       3,724    1.2     Private Assets - Global Technology 
Prosperity Quest Fund                                            3,702    1.2            Russia Equities - Long Only 
EQT Mid-Market Europe, LP                                        3,390    1.1                Private Assets - Europe 
KKR Americas XII, LP                                             3,360    1.1         Private Assets - North America 
BB Biotech AG                                                    3,273    1.1        Healthcare Equities - Long Only 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
Top 30 Holdings                                                237,039   76.3 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
Remaining Holdings                                              67,635   21.8 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
Cash, money market funds and other working capital items         5,633    1.8 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
TOTAL                                                          310,307  100.0 
---------------------------------------------------------  -----------  -----  ------------------------------------- 
 

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2020

 
                                                                                  Year ended   Year ended 
                                                                                 31 December  31 December 
                                                                                        2020         2019 
                                                                          Notes      US$'000      US$'000 
Revenue                                                                       3      352,792      406,128 
Raw materials and consumables used                                                  (19,266)     (25,290) 
Employee charges and benefits expense                                         6    (110,016)    (140,348) 
Depreciation & amortisation expense (owned assets)                            5     (50,617)     (53,733) 
Amortisation of right-of-use assets                                     5, 15.3     (10,706)     (12,389) 
Reversal/(impairment charge)                                                 13          382     (13,025) 
Other operating expenses                                                            (87,796)     (92,624) 
Gain/(loss) on disposal of property, plant and equipment                               (317)          294 
Foreign exchange losses on monetary items                                            (7,551)         (79) 
----------------------------------------------------------------------  -------  -----------  ----------- 
Operating profit                                                                      66,905       68,934 
Share of results of joint ventures                                           18      (4,142)          564 
Returns on investment portfolio at fair value through profit or loss          7       33,383       34,716 
Other investment income                                                     3,8        1,644        6,052 
Finance costs                                                                 9     (23,210)     (27,736) 
Profit before tax                                                             5       74,580       82,530 
Income tax expense                                                           10     (26,577)     (21,481) 
----------------------------------------------------------------------  -------  -----------  ----------- 
Profit for the year                                                           5       48,003       61,049 
----------------------------------------------------------------------  -------  -----------  ----------- 
Other comprehensive income: 
Items that will never be reclassified subsequently to profit and loss 
Post-employment benefits                                                                 351      (1,168) 
Items that are or may be reclassified subsequently to profit and loss 
Exchange differences arising on translation of foreign operations                   (51,824)     (11,137) 
Effective portion of changes in fair value of derivatives                               (35)          689 
----------------------------------------------------------------------  -------  -----------  ----------- 
Other comprehensive expense for the year                                            (51,508)     (11,616) 
----------------------------------------------------------------------  -------  -----------  ----------- 
Total comprehensive income/(expense) for the year                                    (3,505)       49,433 
----------------------------------------------------------------------  -------  -----------  ----------- 
Profit for the period attributable to: 
Equity holders of parent                                                              38,712       46,852 
Non-controlling interests                                                              9,291       14,197 
----------------------------------------------------------------------  -------  -----------  ----------- 
                                                                                      48,003       61,049 
----------------------------------------------------------------------  -------  -----------  ----------- 
Total comprehensive income/(expense) for the period attributable to: 
Equity holders of parent                                                               9,064       40,030 
Non-controlling interests                                                           (12,569)        9,403 
----------------------------------------------------------------------  -------  -----------  ----------- 
                                                                                     (3,505)       49,433 
----------------------------------------------------------------------  -------  -----------  ----------- 
Earnings per share 
Basic and diluted                                                            12       109.5c       132.5c 
----------------------------------------------------------------------  -------  -----------  ----------- 
 

Consolidated Balance Sheet

as at 31 December 2020

 
                                                                      As at        As at 
                                                                31 December  31 December 
                                                                       2020         2019 
                                                         Notes      US$'000      US$'000 
Non-current assets 
Goodwill                                                 13,14       13,429       14,090 
Right-of-use assets                                         15      149,278      189,011 
Other intangible assets                                     16       16,967       22,313 
Property, plant and equipment                               17      579,138      627,049 
Deferred tax assets                                         25       29,716       31,820 
Investment in joint ventures                                19       26,185       30,334 
Related party loans                                         34       30,460       30,132 
Recoverable taxes                                           23       11,006       26,501 
Other non-current assets                                    27        4,905        9,407 
Other trade receivables                                     22            9          354 
-------------------------------------------------------  -----  -----------  ----------- 
                                                                    861,093      981,011 
-------------------------------------------------------  -----  -----------  ----------- 
Current assets 
Inventories                                                 21       11,764       10,507 
Financial assets at fair value through profit and loss      20      347,464      298,840 
Trade and other receivables                                 22       47,807       56,743 
Recoverable taxes                                           23       22,479       25,547 
Cash and cash equivalents                                            63,255       68,979 
-------------------------------------------------------  -----  -----------  ----------- 
                                                                    492,769      460,616 
-------------------------------------------------------  -----  -----------  ----------- 
Total assets                                                      1,353,862    1,441,627 
-------------------------------------------------------  -----  -----------  ----------- 
Current liabilities 
Trade and other payables                                    26     (47,298)     (56,608) 
Tax liabilities                                                       (114)        (496) 
Lease liabilities                                         15.2     (18,192)     (21,938) 
Bank overdrafts and loans                                   24     (58,672)     (36,636) 
-------------------------------------------------------  -----  -----------  ----------- 
                                                                  (124,276)    (115,678) 
-------------------------------------------------------  -----  -----------  ----------- 
Net current assets                                                  368,493      344,938 
-------------------------------------------------------  -----  -----------  ----------- 
Non-current liabilities 
Bank loans                                                  24    (283,989)    (298,342) 
Post-employment benefits                                    36      (1,641)      (2,369) 
Deferred tax liabilities                                    25     (50,987)     (52,525) 
Provisions for tax, labour and civil cases                  27      (9,560)     (14,643) 
Lease liabilities                                           15    (139,702)    (172,210) 
-------------------------------------------------------  -----  -----------  ----------- 
                                                                  (485,879)    (540,089) 
-------------------------------------------------------  -----  -----------  ----------- 
Total liabilities                                                 (610,155)    (655,767) 
-------------------------------------------------------  -----  -----------  ----------- 
Net assets                                                          743,707      785,860 
-------------------------------------------------------  -----  -----------  ----------- 
Capital and reserves 
Share capital                                               28       11,390       11,390 
Retained earnings                                                   603,996      588,160 
Capital reserves                                                     31,991       31,991 
Translation and hedging reserve                                    (91,595)     (61,748) 
-------------------------------------------------------  -----  -----------  ----------- 
Equity attributable to equity holders of the parent                 555,782      569,793 
Non-controlling interests                                           187,925      216,067 
-------------------------------------------------------  -----  -----------  ----------- 
Total equity                                                        743,707      785,860 
-------------------------------------------------------  -----  -----------  ----------- 
 

The accounts were approved by the Board 12 March 2021. The accompanying notes are part of this Consolidated Balance Sheet.

 
 F. Beck                                  K. W. Middleton 
 Director                                 Director 
 

Consolidated Statement of Changes in Equity

for the year ended 31 December 2020

 
                                                                          Hedging  Attributable 
                                                                              and     to equity         Non- 
                                           Share  Retained   Capital  Translation    holders of  controlling     Total 
                                         capital  earnings  reserves      reserve    the parent    interests    equity 
For the year ended 31 December 2019      US$'000   US$'000   US$'000      US$'000       US$'000      US$'000   US$'000 
Balance at 1 January 2019                 11,390   566,678    31,760     (55,603)       554,225      223,484   777,709 
Currency translation adjustment                -         -         -      (6,546)       (6,546)      (4,591)  (11,137) 
Post-employment benefits (note 36)             -     (677)         -            -         (677)        (491)   (1,168) 
Effective portion of changes in fair 
 value of derivatives                          -         -         -          401           401          288       689 
Profit for the year                            -    46,852         -            -        46,852       14,197    61,049 
Total comprehensive income/(expense)for 
 the year                                      -    46,175         -      (6,145)        40,030        9,403    49,433 
Dividends                                      -  (24,754)         -            -      (24,754)     (17,428)  (42,182) 
Tax incentives                                 -         -       231            -           231          166       397 
Share options exercised in subsidiary 
 (note 28)                                     -        61         -            -            61           72       133 
Share based payment expense (note 6)           -         -         -            -             -          370       370 
Balance at 31 December 2019               11,390   588,160    31,991     (61,748)       569,753      216,067   785,860 
For the year ended 31 December 2020 
Balance at 1 January 2020                 11,390   588,160    31,991     (61,748)       569,753      216,067   785,860 
Currency translation adjustment                -         -         -     (29,827)      (29,827)     (21,997)  (51,824) 
Post-employment benefits (note 36)             -       199         -            -           199          152       351 
Effective portion of changes in fair 
 value of derivatives                          -         -         -         (20)          (20)         (15)      (35) 
Profit for the year                            -    38,712         -            -        38,712        9,291    48,003 
Total comprehensive income/(expense) 
 for the year                                  -    38,911         -     (29,847)         9,064     (12,569)   (3,505) 
Dividends                                      -  (24,754)         -            -      (24,754)     (17,455)  (42,209) 
Tax incentives                                 -         -         -            -             -           19        19 
Share options exercised in subsidiary 
 (note 28)                                     -     1,679         -            -         1,679        1,657     3,336 
Share based payment expense (note 6)           -         -         -            -             -          206       206 
Balance at 31 December 2020               11,390   603,996    31,991     (91,595)       555,782      187,925   743,707 
 

Share capital

The Group has one class of ordinary share which carries no right to fixed income.

Capital reserves

The capital reserves arise principally from transfers from profit and loss reserve to capital reserves made in the Brazilian subsidiaries arising in the following circumstances:

 
 (a)   profits of the Brazilian subsidiaries and Brazilian holding company which in prior periods 
        were required by law to be transferred to capital reserves and other profits not available 
        for distribution; and 
 (b)   Wilson Sons bye-laws require the company to credit an amount equal to 5% of the company's 
        net profit to a retained earnings account to be called legal reserve until such amount equals 
        20% of the Wilson Sons share capital. 
 

Hedging and translation reserve

The hedging and translation reserve arises from exchange differences on the translation of operations with a functional currency other than US Dollars and effective movements on designated hedging relationships.

Amounts in the statement of changes of equity are stated net of tax where applicable.

Consolidated Cash Flow Statement

for the year ended 31 December 2020

 
                                                                                               Year ended   Year ended 
                                                                                              31 December  31 December 
                                                                                                     2020         2019 
                                                                                       Notes      US$'000      US$'000 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
Net cash inflow from operating activities                                                 29      105,700      106,309 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
Investing activities 
Interest received                                                                                   1,749        3,379 
Dividends received from trading investments                                                7        3,327        2,781 
Proceeds on disposal of trading investments                                               20       45,154       55,882 
Purchase of trading investments                                                           20     (63,723)     (35,489) 
Proceeds on disposal of property, plant and equipment                                               1,259          871 
Purchase of property, plant and equipment                                                        (58,360)     (85,686) 
Purchase of intangible assets                                                             16      (1,085)      (1,545) 
Capital increase - Wilson, Sons Ultratug Participações S.A                      17         (23)      (3,527) 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
Net cash used in investing activities                                                            (71,702)     (63,334) 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
Financing activities 
Dividends paid                                                                            11     (24,754)     (24,754) 
Dividends paid to non-controlling interests in subsidiary                                        (17,455)     (17,428) 
Repayments of borrowings                                                                         (25,725)     (85,856) 
Payments of lease liabilities                                                                     (6,345)      (6,424) 
New bank loans drawn down                                                                          51,455      113,629 
Derivative payments                                                                                     -        (339) 
Net cash inflow arising from issue of new shares in subsidiary under employee stock 
 option 
 scheme                                                                               29, 31        3,336          133 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
Net cash used in financing activities                                                            (19,488)     (21,039) 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
Net increase in cash and cash equivalents                                                          14,510       21,936 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
Cash and cash equivalents at beginning of year                                                     68,979       43,801 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
Effect of foreign exchange rate changes                                                          (20,234)        3,242 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
Cash and cash equivalents at end of year                                                           63,255       68,979 
------------------------------------------------------------------------------------  ------  -----------  ----------- 
 

Notes to the Accounts

for the year ended 31 December 2020

   1.       General Information 

The financial statements have been prepared on the historical cost basis except for the revaluation of financial investments. The accounting policies are consistent with those set out in the 2019 Group annual report except for new standards and interpretations adopted .

   2.       Significant accounting policies and critical accounting judgements 

Basis of accounting

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") adopted for use by the International Accounting Standards Board ("IASB").

The financial statements have been prepared on the historical cost basis, except for the revaluation of financial instruments and share-based payments liabilities that are measured at fair value. The principal accounting policies adopted are set out below.

Going concern

The Group has considerable financial resources including US$63.3 million in cash and cash equivalents and the Group's borrowings have a long maturity profile. The Group's business activities together with the factors likely to affect its future development and performance are set out in the Chairman's Statement, Financial Report and Investment Manager's Report. The financial position, cash flows and borrowings of the Group are set out in the Financial Review on pages 6 to 16. In addition, note 35 to the financial statements includes details of its financial instruments and hedging activities and its exposure to credit risk and liquidity risk. Details of the Group's borrowings are set out in note 24.

The Group closely monitors and manages its liquidity risk and does so in a manner that reflects it structure, of two distinct businesses, being the parent company along with Ocean Wilsons (Investments) Limited, and Wilson Sons Limited. In performing its going concern assessment, the Board considered the 15 month period to 31 March 2022.

Ocean Wilsons Holdings Limited and Ocean Wilsons (Investments) Limited

The parent company and Ocean Wilson (Investments) Limited have combined cash and cash equivalents of US$4.6 million and further highly liquid investments in excess of US$90.0 million as at 31 December 2020. They have no debts but have made commitments in respect of investment subscriptions amounting to US$45.3 million, details are provided in note 32. The timing of the investment commitments may be accelerated or delayed in comparison with those indicated in note 32. However, the highly liquid investments held are significantly in excess of the commitments. Neither Ocean Wilsons, nor Ocean Wilsons (Investments) Limited have made any commitments or have obligations towards Wilsons Sons and its subsidiaries and their creditors or lenders. Therefore, in the unlikely circumstance that Wilsons Sons was to encounter financial difficulty, the parent company and its subsidiary have no obligations to provide support and have sufficient cash and other liquid resources to continue as a going concern on a standalone basis.

Wilson Sons Limited

Wilson Sons has cash and cash equivalents of US$58.6 million and further highly liquid investments of US$39.0 million. All of the debt, as set out in note 24, and all of the lease liabilities, as set out in note 15, relate to Wilson Sons, and have a long maturity profile. The debt held by Wilson Sons is subject to covenant compliance tests as summarised in note 24, which were in compliance with at 31 December 2020 and are forecast to be complied with throughout the forecast period.

The covenants are most sensitive to changes in EBITDA, debt service costs and asset values. The Board reviewed Wilson Sons' 15-month forecasts for the financial year 2021 and the first quarter of 2022 which included analysis of cash flows and loan covenant compliance for the forecasting period. Budgets are compared with prior period actual results and previous forecasts so as to identify variances and understand the drivers of the changes and their future impact so as to allow management to take action as appropriate. Additional market analysis is performed to corroborate other key assumptions underpinning the forecasts. In preparing the forecasts consideration has been given to the commitments Wilson Sons has to its joint ventures in respect of their loan agreements as set out in note 19 and possible cash outflows these may give rise to, should the joint ventures breach their loan covenants.

Cash flow and loan covenant compliance forecasts were then reverse stress tested to understand the headroom available before a covenant breach occurs or liquidity is exhausted. Consideration was then given as to whether the principal risks attributable to Wilsons Sons would give rise to severe downside scenarios that could cause loan covenant breaches or exhausting of liquidity, such as significant reductions in revenues. The possibility of these scenarios happening are considered remote when contemplating Wilson Sons' financial performance during Brazil's economic crisis in 2015 and 2016 and in the Covid-19 pandemic in 2020 and given the outlook for the global and Brazilian economies in 2021 and beyond. The potential impact of Covid-19 has been considered as part of the going concern assessment. Whilst the going concern assessment does not indicate it will be necessary, should it required, Wilson Sons has the ability to delay or cancel forecast capital expenditure in order to manage liquidity and or loan covenant compliance.

This assessment confirmed that Wilson Sons has adequate cash, other liquid resources and undrawn credit facilities to enable it to meet its obligations as they fall due in order to continue its operations during the going concern forecast period.

Based on the Board's review of Wilson Sons' going concern assessment and the liquidity and cash flow reviews of the Company and its subsidiary Ocean Wilsons Investments, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis in preparing the Annual report and accounts.

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) up to 31 December each year (collectively the "Group"). The Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition or up to the effective date of disposal as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by other members of the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interest's share of changes in equity since the date of the combination.

Where a change in percentage of interests in a controlled entity does not result in a change of control, the difference between the consideration paid for the additional interest and the book value of the net assets in the subsidiary at the time of the transaction is taken directly to equity.

Foreign currency

The functional currency for each Group entity is determined as the currency of the primary economic environment in which it operates (its functional currency). Transactions other than those in the functional currency of the entity are translated at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at year end exchange rates. Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are included in the statement of comprehensive income for the period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

On consolidation, the statement of comprehensive income of entities with a functional currency other than US Dollars are translated into US Dollars, the Group's presentational currency, at average rates of exchange for the year. Balance sheet items are translated into US Dollars at year end exchange rates. Exchange differences arising on consolidation of entities with functional currencies other than US Dollars are classified as equity and are recognised in the Group's translation reserve.

Investments in joint ventures

Interests in joint ventures

A joint venture is a contractual agreement where the Group has rights to the net assets of the contractual arrangement and is not entitled to specific assets and liabilities arising from the agreement. Investments in joint venture entities are accounted for using the equity method. After initial recognition, the financial statements include the Group's share in the profit or loss for the year and other comprehensive income of the joint venture until the date that significant influence or joint control ceases.

Interests in joint operations

A joint operation is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control which is when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. The joint operation's assets and any liabilities incurred jointly with other ventures are recognised in the financial statements of the relevant entity and classified according to their nature. The Group's share of the assets, liabilities, income and expenses of joint operation entities are combined with the equivalent items in the consolidated financial statements on a line-by-line basis.

The consolidated financial statements include the accounts of joint ventures and joint operations which are listed in Note 18.

Employee Benefits

Short-term employee benefits

Obligations of short-term employee benefits are recognised as personnel expenses as the corresponding service is provided. The liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Stock option plan

For equity settled share-based payment transactions, the Group measures the options granted, and the corresponding increase in equity, directly at the fair value of the option grant. Subsequent to initial recognition and measurement, the estimate of the number of equity instruments for which the service and non-market performance conditions are expected to be satisfied is revised during the vesting period. The cumulative amount recognised is based on the number of equity instruments for which the service and non-market related vesting conditions are expected to be satisfied. No adjustments are made in respect of market related vesting conditions.

Share-based payment transactions

The fair value of the amount payable to an employee regarding the rights on the valuation of the shares, which is settled in cash, is recognised as an expense with a corresponding increase in liabilities during the period that the employee is unconditionally entitled to payment. The liability is remeasured at each balance sheet date and at settlement date based on the fair value of the rights on valuation. Any changes in the fair value of the liability are recognised in the statement of comprehensive income as personnel expenses.

Defined health benefit plans

The Group's net obligation regarding defined health benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees receive in return for their service in the current period and prior periods. That health benefit is discounted to determine its present value.

The calculation of the liability of the defined health benefit plan is performed annually by a qualified actuary using the projected unit credit method. Remeasurements of the net defined health benefit obligation, which include actuarial gains and losses, are immediately recognised in other comprehensive income. The Group determines the net interest on the net amount of defined benefit liabilities for the period by multiplying them by the discount rate used to measure the defined health benefit obligation. Defined benefit liabilities for the period take into account the balance at the beginning of the period covered by the financial statements and any changes in the defined health benefit net liability during the period due to the payment of contributions and benefits. Net interest and other expenses related to defined health benefit plans are recognised in the statement of comprehensive income.

When the benefits of a plan are increased, the portion of the increased benefit relating to past services rendered by employees is recognised immediately in the statement of comprehensive income. The Group recognises gains and losses on the settlement of a defined health benefit plan when settlement occurs.

Other long-term employee benefits

The Group's net obligation in respect of other long-term employee benefits is the amount of future benefit that employees receive in return for the service rendered in the current year and previous years. That benefit is discounted to determine its present value. Any revision to the calculations is recognised in the statement of comprehensive income.

Benefits of termination of employment relationship

The benefits of termination of an employment relationship are recognised as an expense when the Group can no longer withdraw the offer of such benefits and when the Group recognises the costs of restructuring. If payments are settled after 12 months from the balance sheet date, then they are discounted to their present values.

Taxation

Tax expense for the period comprises current tax and deferred tax.

The current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because it excludes or includes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's current tax expense is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is the tax expected to be payable or recoverable on temporary differences and tax losses (i.e., differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit). Deferred tax liabilities are generally recognised for all taxable temporary differences except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

The Company offsets current tax assets against current tax liabilities when these items are in the same entity and relate to income taxes levied by the same taxation authority and the taxation authority permits the Company to make or receive a single net payment. In the consolidated financial statements, a deferred tax asset of one entity in the Group cannot be offset against a deferred tax liability of another entity in the Group as there is no legally enforceable right to offset tax assets and liabilities between Group companies.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items charged or credited directly to equity, in which case the tax is also taken directly to equity. Current tax is based on assessable profit for the year.

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation is charged so as to write off the cost or valuation of assets, other than freehold land or assets under construction over their estimated useful lives, using the straight-line method as follows:

 
Freehold Buildings:      25 to 60 years 
Leasehold Improvements:  Lower of the rental period or useful life considering residual values 
Floating Craft:          25 years 
Vehicles:                5 years 
Plant and Equipment:     5 to 30 years 
 

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period with the effect of any changes in estimate accounted for on a prospective basis.

Assets in the course of construction are carried at cost less any recognised impairment loss. Costs include professional fees and borrowing costs for qualifying assets. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for intended use.

Assets held under leases are depreciated over their expected useful lives on the same basis as owned assets except when there is no reasonable certainty that the Group will obtain ownership by the end of the lease term in which the asset shall be fully depreciated over the shorter of the lease term and its useful life.

Dry docking costs are capitalised and depreciated over the period in which the economic benefits are received which is the period of the next scheduled dry docking or the end of the vessel's useful life. Docking costs are included in the floating craft category.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the statement of comprehensive income.

Subsequent expenditure is capitalised only when it is probable that the future economic benefits associated with the expenditure will flow to the Group.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the profit or loss in the period in which they are incurred.

Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses.

Sale of non-controlling interest

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling interest's share of changes in profit, other comprehensive income and equity since the date of the combination.

Intangible assets

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives as follows. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. There is no indefinite life intangible asset.

 
 Concession rights:   10 to 33 years 
 Computer software:   3 to 5 years 
 

An intangible asset is derecognised on disposal or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the income statement when the asset is derecognised.

Impairment

The carrying amounts of the Group's non-financial assets other than inventories and deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated.

Goodwill is tested annually for impairment. An impairment loss is recognised if the carrying amount of an asset or cash-generating unit (CGU) exceeds its recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials, spare parts and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Financial instruments

Financial assets and liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

   a.      Financial assets 

Financial assets are classified at initial recognition as subsequently measured at amortised cost, fair value through profit or loss (FVTPL) and fair value through other comprehensive income (OCI). The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow and the Group's business model for managing them.

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.

The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.

Financial assets at amortised cost

The following instruments have been classified and measured at amortised cost using the effective interest method, less any impairment loss:

 
 --   Cash and Cash Equivalents/Investments: Cash and cash equivalents 
       comprise cash on hand and other short-term highly liquid cash equivalents 
       with maturities of less than 90 days which are subject to an insignificant 
       risk of changes in value and Investments comprise cash in hand 
       and other investments with more than 90 days of maturity. 
 --   Trade Insurance and Other Receivables: Trade receivables, insurance 
       receivables and other receivables are stated at the present value 
       of the amounts, reduced by any impairment loss. 
 

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or where appropriate, a shorter period, to the net carrying amount on initial recognition.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss or financial assets mandatorily required to be measured at fair value. Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the statement of profit or loss. Changes in fair value are recognised in the profit or loss under "financial income" or "financial expenses", depending on the results obtained.

Impairment of financial assets

Financial assets that are measured at amortised cost are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

Objective evidence of impairment could include:

   --       Significant financial difficulty of the issuer or counterparty; 
   --       Default or delinquency in interest or principal payments; 

-- It becoming probable that the borrower will enter bankruptcy or financial re-organisation; or

-- The disappearance of an active market for that financial asset due to financial difficulties.

For trade receivables, the Group applies a simplified approach in calculation an allowance for expected credit losses. Details are disclosed in Note 21.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset's carrying amount and the present value of estimated future cash flows, reflecting the impact of collateral and guarantees, discounted at the financial asset's original effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account.

When a trade receivable is considered uncollectible it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateral borrowing for the proceeds received.

   b.      Financial liabilities 

Financial liabilities are classified as either "FVTPL" or "other financial liabilities". Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL. Other financial liabilities are initially measured at fair value, net of transaction costs and then subsequently measured at amortisation cost using the effective interest method with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

There are no financial liabilities classified at FVTPL.

Other financial liabilities

 
 --   Bank loans: Interest-bearing bank loans are recorded at the proceeds 
       received net of direct issue costs. Finance charges including 
       premiums payable on settlement or redemption and direct issue 
       costs are accounted for on the accruals basis to the income statement 
       using the effective interest method and are added to the carrying 
       amount of the instrument to the extent that they are not settled 
       in the period in which they arise. 
 --   Trade Payables: Trade payables and other amounts payable are measured 
       at fair value, net of transaction costs. 
 

Derecognition of financial liabilities

The Group derecognises financial liabilities only when the Group's obligations are discharged, cancelled or they expire.

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.

Revenue

Revenue is measured at fair value of the consideration received or receivable for goods and services provided in the normal course of business net of trade discounts and other sales related taxes.

Shipyard revenue

Revenue related to services and construction contracts is recognised throughout the period of the project when the work in proportion to the stage of completion of the transaction contracted has been performed .

Port terminals revenue

Revenue from providing container movement and associated services is recognised on the date that the services have been performed.

Oil & Gas support base revenue

Revenue from providing vessel turnarounds is recognised on the date that the services have been performed.

Towage revenue

Revenue from towage services is recognised on the date that the services have been performed.

Ship agency and logistics revenues

Revenue from providing agency and logistics services is recognised when the agreed services have been performed.

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis by reference to the principal outstanding and at the effective interest rate applicable.

Dividend income

Dividend income from investments is recognised when the shareholders right to receive payment has been established.

Construction contracts

Construction contracts in progress represent the gross amount expected to be collected from customers for contract work performed to date. When the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably, has been agreed with the customer and consequently is considered probable.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent it is probable contract costs incurred will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

Construction contracts in progress are presented as part of trade and other payables and trade and other receivables in the statement of financial position for all contracts in which costs incurred plus recognised profits exceed progress billings and recognised losses.

Leased assets

The Group as a lessee

For any new contracts, the Group considers whether a contract is, or contains a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'. To apply this definition the Group assesses whether the contract meets three key criteria:

 
 --   The contract contains an identified asset, which is either explicitly 
       identified in the contract or implicitly specified by being identified 
       at the time the asset is made available to the Group; 
 --   The Group has the right to obtain substantially all of the economic 
       benefits from use of the identified asset throughout the period of 
       use, considering its rights within the defined scope of the contract; 
       and 
 --   The Group has the right to direct the use of the identified asset 
       throughout the period of use. The Group assesses whether it has the 
       right to direct 'how and for what purpose' the asset is used throughout 
       the period of use. 
 

Measurement and recognition of leases as a lessee

At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group measures the lease liability at the present value of the lease payments unpaid at that date using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee shall use the lessee's incremental borrowing rate. Generally, the Group applies the incremental borrowing rate. For a portfolio of leases with similar characteristics, lease liabilities are discounted using single discount rate.

Lease payments included in the measurement of the lease liability are made up of fixed payments, variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Variable lease payments not related to an index or rate are expensed as incurred.

In accessing certain commitments related to the rent of buildings, the Group cannot readily determine the lease term as these can be terminated with no penalty every year. For these cases, the Group defines a standard lease term of 5 years. For machinery which the Group cannot readily determine the lease term, the Group defines the lease term as the useful life of the machinery.

Subsequent to the initial measurement, the carrying amount of the liability is reduced to reflect the lease payments made and increased to reflect the interest payable. If there is a change in the expected cash flows arising from and index or rate, the lease liability is recalculated. If the modification is related to a change in the amounts to be paid, the discount rate is not revised. Otherwise, if a modification is made to a lease the Group revises the discount rate as if a new lease arrangement had been made.

When the lease liability is revised, the corresponding adjustment is reflected in the right-of-use asset. When the right-of-use asset is reduced to zero, the amount is recognised in the statement of comprehensive income.

The Group amortises the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients method. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in the statement of comprehensive income on a straight-line basis over the lease term.

Finance income and finance costs

Finance income comprises interest income on funds invested, fair value gains on financial assets recognised through profit or loss and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues in the profit or loss using the effective interest method.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions and deferred consideration, fair value losses on financial assets at fair value through profit or loss and contingent consideration losses on hedging instruments that are recognised in profit or loss.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

In the process of applying the Group's accounting policies, which are described above, management has made the following judgements that have the most significant effect on the amounts recognised in the financial statements as mentioned below.

   a.      Provisions for tax, labour and civil risks - Judgement 

In the normal course of business in Brazil the Group is exposed to local legal cases. Provisions for legal cases are made when the Group's management, together with their legal advisors, consider the probable outcome is a financial settlement against the Group. Provisions are measured at managements' best estimate of the expenditure required to settle the obligation based upon legal advice received. For labour claims, the provision is based on prior experience and management's best knowledge of the relevant facts and circumstances.

The amount of provisions for tax, labour and civil risks at the end of the reporting period was US$9.6 million (2019: US$14.6 million). Details are disclosed in Note 26.

   b.      Impairment loss on non-financial assets - Judgement and estimation 

Impairment losses occur when book value of an asset or cash generating unit exceeds its recoverable value, which is the highest of fair value less selling costs and value in use. Calculation of fair value less selling costs is based on information available on similar assets' selling transactions or market prices less additional costs to dispose of the asset. The value-in-use calculation is based on the discounted cash flow model. The recoverable value of the cash-generating unit is defined as the higher of the fair value less sales costs and value in use.

The main non-financial assets for which this assessment was made are goodwill and the tangible assets of offshore support bases.

Goodwill

Goodwill is associated with two cash-generating units "CGU" (Tecon Salvador and Tecon Rio Grande) in Wilson Sons.

The carrying amount of goodwill at the end of the reporting period was US$13.4 million (2019: US$14.1 million). In the prior year, an impairment was identified on the Brasco CGU and a charge of $12.7 million was recognized, reducing the goodwill of the Brasco CGU to zero. There was no impairment to the carrying value of goodwill in 2020. After completing annual impairment tests, the level of headroom for Tecon Grand Rio Grande and Tecon Salvadoris was significant. There is no plausible change in forecast assumptions to give rise to any impairment. Details are disclosed in Note 13.

Tangible assets

Due to the impairment loss recognised in 2019 attributed to offshore support bases and the level of headroom for the Brasco CGU, the Company expanded the impairment procedures for the tangible assets of this CGU. Details are disclosed in Note 13.

   c.      Valuation of unquoted investments - Judgement and estimation 

The fair value of financial assets and liabilities that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Valuation techniques used include the use of comparable recent arm's length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants making the maximum use of market inputs and relying as little as possible on entity-specific inputs.

Through the Investment Manager, the Directors have considered the valuation of investments in particular Level 2 and 3 assets and they consider that the position taken represents the best estimate at the balance sheet date.

The amount of Level 3 assets at the end of the reporting period was US$99.1 million (2019: US$101.3 million). The amount of Level 2 assets at the end of the reporting period was US$189.1 million (2019: US$165.0 million). Details are disclosed in note 35.

Changes in accounting policies and disclosures

Several amendments and interpretations apply for the first time in 2020, but do not have an impact on the consolidated financial statements of the Group. The Group adopted the following amendment early for the current year.

Amendments to IFRS 16 Covid-19 Related Rent Concessions

On 28 May 2020, the IASB issued Covid-19-Related Rent Concessions - amendment to IFRS 16 Leases. The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the Covid-19 pandemic. As a practical expedient, a lessee may elect not to assess whether a Covid-19 related rent concession from a lessor is a lease modification. A lessee that makes this election accounts for any change in lease payments resulting from the Covid-19 related rent concession the same way it would account for the change under IFRS 16, if the change were not a lease modification.

The amendment applies to annual reporting periods beginning on or after 1 June 2020. Earlier application is permitted and the Group adopted the amendment in 2020. This amendment impacted US$0.02 million in discounts obtained and US$0.2 million in payment deferrals from 2020 to 2021.

Other amendments

The following new or amended standards did not have a significant impact on the Group's consolidated financial statements:

Amendments to IFRS 3

The amendments to IFRS3 clarify that, to be considered a business, an integrated set of activities and assets must include, at least, an inflow of funds and a substantive process that together contribute significantly to the capacity to generate the outflow of funds. Moreover, it clarified that a business can exist without including all the inflows of funds and processes necessary to create outflows of funds. These amendments had no impact on the Company's individual and consolidated financial statements but may impact future periods if the Group enters into any business combination.

Amendments to IFRS 7, IFRS 9 and IAS 39 Interest Rate Benchmark Reform

The amendments to IFRS 9 and IAS 39 Financial Instruments: Recognition and Measurement provide a number of reliefs, which apply to all hedging relationships that are directly affected by interest rate benchmark reform. A hedging relationship is affected if the reform gives rise to uncertainty about the timing and/or amount of benchmark-based cash flows of the hedged item or the hedging instrument. These amendments have no impact on the consolidated financial statements of the Group as it does not have any interest rate hedge relationships.

Amendments to IAS 1 and IAS 8 Definition of Material

The amendments provide a new definition of material that states, "information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity." The amendments clarify that materiality will depend on the nature or magnitude of information, either individually or in combination with other information, in the context of the financial statements. A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users. These amendments had no impact on the consolidated financial statements of, nor is there expected to be any future impact to the Group.

Conceptual Framework for Financial Reporting issued on 29 March 2018.

The revised standard outlines some new concepts, provides updated definitions and recognition criteria for assets and liabilities and clarifies some important concepts. These changes did not affect the financial statements of the Company.

Standards issued but not yet effective

The Group has listed all new standards and interpretations issued, but not yet effective. The Group will not early adopt any new or amended standards but will adopt when required to do so. The Group is assessing the impact that these new standards and interpretations may have at this time.

 
 --   Insurance Contracts (IFRS 17), effective for periods beginning on 
       or after 1 January 2023; 
 --   Reference to Conceptual Framework - Amendments to IFRS 3, effective 
       for periods beginning on or after 1 January 2022; 
 --   Amendments to IAS 1: Classification of Liabilities as Current or 
       Non-current, effective for periods beginning on or after 1 January 
       2023; 
 --   Property, Plant and Equipment: Proceeds before Intended Use - Amendments 
       to IAS 16, effective for periods beginning on or after 1 January 
       2022; 
 --   Onerous Contracts - Costs of Fulfilling a Contract - Amendments 
       to IAS 37, effective for periods beginning on or after 1 January 
       2022; 
 --   IFRS 1 First-time Adoption of International Financial Reporting 
       Standards - Subsidiary as a first-time adopter, effective for periods 
       beginning on or after 1 January 2022; 
 --   IFRS 9 Financial Instruments - Fees in the '10 per cent' test for 
       derecognition of financial liabilities, effective for periods beginning 
       on or after 1 January 2022; and 
 --   IAS 41 Agriculture - Taxation in fair value measurements, effective 
       for periods beginning on or after 1 January 2022 . 
 
   3.       Revenue 

An analysis of the Group's revenue is as follows:

 
                                                       Year ended   Year ended 
                                                      31 December  31 December 
                                                             2020         2019 
                                                          US$'000      US$'000 
----------------------------------------------------  -----------  ----------- 
Sales of services                                         352,792      406,128 
Revenue from construction contracts                             -            - 
----------------------------------------------------  -----------  ----------- 
                                                          352,792      406,128 
----------------------------------------------------  -----------  ----------- 
Income from underlying investment vehicles (note 7)         3,327        2,781 
Other investment income (note 8)                            1,644        6,039 
----------------------------------------------------  -----------  ----------- 
                                                          357,763      414,948 
----------------------------------------------------  -----------  ----------- 
 

The following is an analysis of the Group's revenue from continuing operations for the period:

   3.1    Disaggregated revenue information 

Set out below is the disaggregation of the Group's revenue from contracts with customers.

 
                                   Year ended   Year ended 
                                  31 December  31 December 
                                         2020         2019 
                                      US$'000      US$'000 
Towage and ship agency services 
Harbour manoeuvres                    159,134      148,330 
Special operations                     14,462       11,194 
Ship agency                             8,122        9,241 
--------------------------------  -----------  ----------- 
Total                                 181,718      168,765 
--------------------------------  -----------  ----------- 
Port terminals 
--------------------------------  -----------  ----------- 
Container handling                     71,401       92,341 
Warehousing                            28,727       33,545 
Ancillary services                     18,534       21,607 
Oil & Gas support bases                 8,045       19,357 
Other services                         13,514       20,317 
--------------------------------  -----------  ----------- 
Total                                 140,221      187,167 
--------------------------------  -----------  ----------- 
Logistics 
Logistics                              28,616       45,691 
--------------------------------  -----------  ----------- 
Total                                  28,616       45,691 
--------------------------------  -----------  ----------- 
Shipyard 
Shipyard construction contracts                          - 
Repairs/dry-docking                     2,237        4,505 
--------------------------------  -----------  ----------- 
Total                                   2,237        4,505 
--------------------------------  -----------  ----------- 
Other services 
Other services                                           - 
--------------------------------  -----------  ----------- 
Total                                 352,792      406,128 
--------------------------------  -----------  ----------- 
 
 
                                 Year ended   Year ended 
                                31 December  31 December 
                                       2020         2019 
                                    US$'000      US$'000 
------------------------------  -----------  ----------- 
Timing of revenue recognition 
At a point of time                  350,555      401,623 
Over time                             2,237        4,505 
------------------------------  -----------  ----------- 
                                    352,792      406,128 
------------------------------  -----------  ----------- 
 
   3.2    Contract balance 

Trade receivables are generally received within 30 days. The carrying amount of operational trade receivables at the end of the reporting period was US$40.6 million (2019: US$47.2 million). These amounts include US$10.4 million (2019: US$12.4 million) of contract assets (unbilled accounts receivables).

There were no contract liabilities as at 31 December 2020.

   3.3    Performance obligations 

Information about the Group's performance obligations are summarised below:

 
Performance obligation            When performance obligation is typically satisfied 
--------------------------------  -------------------------------------------------- 
Towage and agency services 
Harbour Manoeuvres                At a point in time 
Special Operations                At a point in time 
Ship Agency                       At a point in time 
--------------------------------  -------------------------------------------------- 
Port Terminals 
Container handling                At a point in time 
Warehousing                       At a point in time 
Ancillary services                At a point in time 
Oil & Gas support bases           At a point in time 
Other services                    At a point in time 
--------------------------------  -------------------------------------------------- 
Logistics 
Logistics                         At a point in time 
--------------------------------  -------------------------------------------------- 
Shipyard 
Ship construction contracts       Over time 
Technical assistance/dry-docking  Over time 
--------------------------------  -------------------------------------------------- 
 

The majority of the Group's performance obligations are satisfied at a point in time, upon delivery of the service and payment is generally due within 30 days from completion of the service.

The performance obligation of ship construction contracts, technical assistance and drydocking is satisfied over time and the revenue related to these contracts is recognised when the work in proportion to the stage of completion of the transaction contracted has been performed. On 31 December 2020, there were no warranties or refund obligations associated with ship construction contracts.

There are no significant judgements in the determination of when performance obligations are typically satisfied.

All revenue is derived from continuing operations.

   4.      Business and geographical segments 

Business segments

Ocean Wilsons has two reportable segments: maritime services and investments. These segments report their financial and operational data separately to the Board. The Board considers these segments separately when making business and investment decisions. The maritime services segment provides towage and ship agency, port terminals, offshore, logistics and shipyard services in Brazil. The investment segment holds a portfolio of international investments. Segment information relating to these businesses is presented below.

 
                                                         Maritime 
                                                         Services         Investment       Unallocated   Consolidated 
                                                        Year ended        Year ended       Year ended     Year ended 
                                                        31 December      31 December       31 December   31 December 
                                                           2020              2020             2020           2020 
For the year ended 31 December 2020                       US$'000          US$'000           US$'000       US$'000 
------------------------------------------------------  -----------  --------------------  -----------  -------------- 
Revenue                                                     352,792                     -            -       352,792 
Result 
Segment result                                               80,279               (3,315)      (2,508)        74,456 
Share of results of joint ventures                          (4,142)                     -            -       (4,142) 
Return on investment portfolio at fair value through 
 P&L                                                              -                33,383            -        33,383 
Other investment income                                       1,644                     -            -         1,644 
Finance costs                                              (23,210)                     -            -      (23,210) 
Foreign exchange (losses)/profit on monetary items          (7,444)                 (12)          (95)       (7,551) 
------------------------------------------------------  -----------  --------------------  -----------  ------------ 
Profit/(loss) before tax                                     47,127                30,056      (2,603)        74,580 
Tax                                                        (26,577)                     -            -      (26,577) 
------------------------------------------------------  -----------  --------------------  -----------  ------------ 
Profit/(loss) after tax                                      20,550                30,056      (2,603)        48,003 
------------------------------------------------------  -----------  --------------------  -----------  ------------ 
Other information 
Total current assets                                        178,281                     -            -       178,281 
Capital additions                                            62,486                     -            -        62,486 
Right-of-use asset additions                                  5,200                     -            -             - 
Depreciation, amortisation and impairment                  (50,617)                     -            -      (50,617) 
Amortisation of right-of-use assets                          10,706                     -            -      (10,706) 
Total comprehensive income (loss)                          (30,956)                     -            -      (30,956) 
Balance Sheet 
Segment assets                                            1,039,374               310,882        3,606     1,353,862 
Segment liabilities                                       (609,104)                 (621)        (430)     (610,155) 
------------------------------------------------------  -----------  --------------------  -----------  ------------ 
 
 
                                                            Maritime 
                                                            Services    Investment   Unallocated   Consolidated 
                                                           Year ended   Year ended   Year ended     Year ended 
                                                           31 December  31 December  31 December   31 December 
                                                              2019         2019         2019           2019 
For the year ended 31 December 2019                          US$'000      US$'000      US$'000       US$'000 
---------------------------------------------------------  -----------  -----------  -----------  -------------- 
Revenue                                                        406,128            -            -       406,128 
Result 
Segment result                                                  75,200      (3,648)      (2,539)        69,013 
Share of results of joint ventures                                 564            -            -           564 
Return on investment portfolio at fair value through P&L             -       34,716            -        34,716 
Other investment income                                          6,045            7            -         6,052 
Finance costs                                                 (27,736)            -            -      (27,736) 
Foreign exchange (losses)/profit on monetary items               (634)         (14)          569          (79) 
---------------------------------------------------------  -----------  -----------  -----------  ------------ 
Profit/(loss) before tax                                        53,439       31,061      (1,970)        82,530 
Tax                                                           (21,481)            -            -      (21,481) 
---------------------------------------------------------  -----------  -----------  -----------  ------------ 
Profit/(loss) after tax                                         31,958       31,061      (1,970)        61,049 
---------------------------------------------------------  -----------  -----------  -----------  ------------ 
Other information 
Total current assets                                           170,009                                 170,009 
Capital additions                                               89,482            -            -        89,482 
Right-of-use asset additions                                    14,434            -            -        14,434 
Depreciation, amortisation and impairment                     (66,758)            -            -      (66,758) 
Amortisation of right-of-use assets                           (12,389)            -            -      (12,389) 
Total comprehensive income (loss)                               20,294                                  20,294 
Balance Sheet 
Segment assets                                               1,151,527      286,009        4,091     1,441,627 
Segment liabilities                                          (654,018)        (923)        (826)     (655,767) 
---------------------------------------------------------  -----------  -----------  -----------  ------------ 
 

Finance costs and associated liabilities have been allocated to reporting segments where interest costs arise from loans used to finance the construction of fixed assets in that segment.

Geographical Segments

The Group's operations are located in Bermuda and Brazil. The Group, through its participation in an offshore vessel joint venture in Panama, earns income in that country and in Uruguay. All the Group's sales are derived in Brazil.

The following is an analysis of the carrying amount of segment assets, and additions to property, plant and equipment and intangible assets, analysed by the geographical area in which the assets are located.

 
                                              Additions to 
                                           property, plant and 
             Carrying amount of      equipment, right of use assets, 
               segment assets             and intangible assets 
          ------------------------  --------------------------------- 
                                          Year ended       Year ended 
          31 December  31 December       31 December      31 December 
                 2020         2019              2020             2019 
              US$'000      US$'000           US$'000          US$'000 
--------  -----------  -----------  ----------------  --------------- 
Brazil        994,826    1,109,485            67,686          104,416 
Bermuda       359,036      332,142                 -                - 
--------  -----------  -----------  ----------------  --------------- 
            1,353,862    1,441,627            67,686          104,416 
--------  -----------  -----------  ----------------  --------------- 
 
   5.      Profit for the year 

Profit for the year has been arrived at after charging:

 
                                                                         Year ended   Year ended 
                                                                        31 December  31 December 
                                                                               2020         2019 
                                                                            US$'000      US$'000 
Depreciation of property, plant and equipment                                47,793       50,353 
Impairment charge                                                                 -       13,025 
Amortisation of intangible assets                                             2,824        3,380 
Amortisation of right-of-use assets                                          10,706       12,389 
Auditor's remuneration (see below)                                              672          795 
Non-executive directors' emoluments                                             898          521 
----------------------------------------------------------------------  -----------  ----------- 
A more detailed analysis of auditor's remuneration is provided below: 
Auditor's remuneration for audit services                                       672          732 
Other services                                                                    -           63 
----------------------------------------------------------------------  -----------  ----------- 
                                                                                672          795 
----------------------------------------------------------------------  -----------  ----------- 
 
   6.      Employee charges and benefits expense 
 
                                     Year ended   Year ended 
                                    31 December  31 December 
                                           2020         2019 
                                        US$'000      US$'000 
----------------------------------  -----------  ----------- 
Aggregate remuneration comprised: 
Wages, salaries and benefits             87,852      111,066 
Share based payments                        206          370 
Social security costs                    21,271       28,157 
Other pension costs                         687          755 
----------------------------------  -----------  ----------- 
                                        110,016      140,348 
----------------------------------  -----------  ----------- 
 
   7.      Returns on investment portfolio at fair value through profit or loss 
 
                                                                               Year ended   Year ended 
                                                                              31 December  31 December 
                                                                                     2020         2019 
                                                                                  US$'000      US$'000 
----------------------------------------------------------------------------  -----------  ----------- 
Unrealised gains on financial assets at fair value through profit or loss          29,055       24,438 
Income from underlying investment vehicles                                          3,327        2,781 
Profit on disposal of financial assets at fair value through profit or loss         1,001        7,497 
----------------------------------------------------------------------------  -----------  ----------- 
                                                                                   33,383       34,716 
----------------------------------------------------------------------------  -----------  ----------- 
 
   8.      Other investment income 
 
                             Year ended   Year ended 
                            31 December  31 December 
                                   2020         2019 
                                US$'000      US$'000 
--------------------------  -----------  ----------- 
Interest on bank deposits         1,078        1,740 
Other interest                      566        4,312 
--------------------------  -----------  ----------- 
                                  1,644        6,052 
--------------------------  -----------  ----------- 
 
   9.       Finance costs 
 
                                                Year ended   Year ended 
                                               31 December  31 December 
                                                      2020         2019 
                                                   US$'000      US$'000 
---------------------------------------------  -----------  ----------- 
Interest on lease liabilities                       12,836       15,912 
Interest on bank overdrafts and loans               10,262       10,823 
Exchange loss on foreign currency borrowings             -          778 
Other interest                                         112          223 
---------------------------------------------  -----------  ----------- 
                                                    23,210       27,736 
---------------------------------------------  -----------  ----------- 
 

Borrowing costs incurred on qualifying assets of US$3.0 million (2019: US$2.3 million) were capitalised in the year at an average interest rate of 2.76% (2019: 2.85%).

   10.    Taxation 
 
                                                                         Year ended   Year ended 
                                                                        31 December  31 December 
                                                                               2020         2019 
                                                                            US$'000      US$'000 
Current 
Brazilian taxation 
  Corporation tax                                                            20,912       16,202 
  Social contribution                                                         8,276        6,155 
----------------------------------------------------------------------  -----------  ----------- 
Total current tax                                                            29,188       22,357 
----------------------------------------------------------------------  -----------  ----------- 
Deferred tax - origination and reversal of timing differences 
  Charge/(credit) for the year in respect of deferred tax liabilities        17,601          (5) 
  Credit for the year in respect of deferred tax assets                    (20,212)        (871) 
----------------------------------------------------------------------  -----------  ----------- 
Total deferred tax                                                          (2,611)        (876) 
----------------------------------------------------------------------  -----------  ----------- 
Total taxation charge                                                        26,577       21,481 
----------------------------------------------------------------------  -----------  ----------- 
 

Brazilian corporation tax is calculated at 25% (2019: 25%) of the assessable profit for the year. Brazilian social contribution tax is calculated at 9% (2019: 9%) of the assessable profit for the year.

At the present time, no income, profit, capital or capital gains taxes are levied in Bermuda and accordingly, no provision for such taxes has been recorded by the Company. In the event that such taxes are levied, the Company has received an undertaking from the Bermuda Government exempting it from all such taxes until 31 March 2035.

The charge for the year can be reconciled to the profit per the statement of comprehensive income as follows:

 
                                                                                  Year ended         Year ended 
                                                                                 31 December        31 December 
                                                                                        2020               2019 
                                                                                     US$'000            US$'000 
-------------------------------------------------------------------------------  -----------  ----------------- 
Profit before tax                                                                     74,580             82,530 
Tax at the aggregate Brazilian tax rate of 34%                                        25,357             28,060 
Utilisation of net operating losses                                                        -              (506) 
Net operating losses in the period                                                     2,869              1,712 
Exchange variance on loans                                                          (14,631)              (804) 
Tax effect of share of results of joint ventures                                       1,408              (192) 
Tax effect of foreign exchange gains or losses on monetary items                       4,248                494 
Retranslation of non-current assets                                                   13,972              (592) 
Share option scheme                                                                       43                126 
Non-deductible expenses                                                                2,018              1,701 
Leasing                                                                                (108)              (133) 
Resolution of tax litigation                                                           (209)              (126) 
Impairment charge                                                                          -            (1,438) 
Other                                                                                    519                  - 
Effect of different tax rates of subsidiaries operating in other jurisdictions       (8,909)            (6,821) 
-------------------------------------------------------------------------------  -----------  ----------------- 
Tax expense for the year                                                              26,577             21,481 
-------------------------------------------------------------------------------  -----------  ----------------- 
Effective rate for the year                                                              36%                26% 
-------------------------------------------------------------------------------  -----------  ----------------- 
 

The Group earns its profits primarily in Brazil. Therefore, the tax rate used for tax on profit on ordinary activities is the standard rate in Brazil of 34% (2019: 34%), consisting of corporation tax (25%) and social contribution (9%).

   11.    Dividends 
 
                                                                                            Year ended   Year ended 
                                                                                           31 December  31 December 
                                                                                                  2020         2019 
                                                                                               US$'000      US$'000 
-----------------------------------------------------------------------------------------  -----------  ----------- 
Amounts recognised as distributions to equity holders in the period: 
Dividends paid for the year ended 31 December 2019 of 70c (2018: 70c) per share                 24,754       24,754 
Proposed final dividend for the year ended 31 December 2020 of 70c (2019: 70c) per share        24,754       24,754 
-----------------------------------------------------------------------------------------  -----------  ----------- 
 
   12.    Earnings per share 

The calculation of the basic and diluted earnings per share is based on the following data:

 
                                                                                               Year ended   Year ended 
                                                                                              31 December  31 December 
                                                                                                     2020         2019 
                                                                                                  US$'000      US$'000 
--------------------------------------------------------------------------------------------  -----------  ----------- 
Earnings: 
Earnings for the purposes of basic earnings per share being net profit attributable to 
 equity 
 holders of the parent                                                                             38,712       46,852 
Number of shares: 
--------------------------------------------------------------------------------------------  -----------  ----------- 
Weighted average number of ordinary shares for the purposes of basic and diluted earnings 
 per share                                                                                     35,363,040   35,363,040 
--------------------------------------------------------------------------------------------  -----------  ----------- 
 

13. Impairment Test of Cash Generating Units (CGUs)

13.1 Tecon Rio Grande and Tecon Salvador

The cash flows of these CGUs are derived from operating budgets, historical and prospective data, and include the following forecast assumptions: (i) revenue; (ii) costs and expenses; (iii) investments; and (iv) discount rate.

The key assumptions used in determining value in use relate to growth rate, discount rate and inflation rate. Further assumptions include sales and operating margins which are based on past experience taking into account the effect of known, or likely, changes in market or operating conditions. Projected volumes for Tecon Rio Grande and Tecon Salvador were based on the expected performance of the Brazilian economy until reaching operating capacity for each.

The discount rate was based on weighted average cost of captal ("WACC") , whereas the growth rate for projection, is based on the inflation rate only after reaching operating capacity.

The estimated average growth rate used does not exceed the historical average for Tecon Rio Grande and Tecon Salvador and the discount rate used in 2020 was 8.4% (9.3% on 31 December 2019).

Review tests were performed on these CGUs and concluded that there are not factors that indicate impairment, since the recoverable amount significantly exceeded the book value.

13.2 Offshore support bases

In 2019 the Company recognised an impairment loss of US$ 13.3 million (R$ 53.5 million), of which US$ 12.8 million (R$ 51.6 million) related to Goodwill and the remaining against other intangible assets. Goodwill for this CGU was then fully written-off.

Due to the impairment loss recognised in 2019 attributed to offshore support bases, the Company expanded the impairment procedures for the tangible assets of this CGU.

The Company determines its cash flow bases on the budgets and historical and prospective data, including the following main assumptions: (i) revenue; (ii) costs and expenses; (iii) investments; (iv) projection period; and (v) discount rates based on weighted average cost of capital ("WACC").

(i) Revenue

Occupancy rate

The projected quantity of vessel turnarounds considers the estimated pace of growth in oil & gas offshore exploration and production, based on data from Brazilian Petroleum National Agency (ANP), Energy Research Agency (EPE, subordinated to Ministry of Energy), Oil Companies' releases and specialised industry reports. In the market reports reviewed there is a consensus that in the next 10 years there will be significant increases in oil exploration and production activities in Brazil.

Based on the specialised industry reports, management estimates that the oil companies will undertake an estimated 6,729 berthing operations per year until 2024 for the exploration blocks and oil fields located in the Company's area of influence (southern region of Campos Basin and Santos Basin), thus representing an increase of 1,840 annual berths compared to 2019 (4,888 berths/ year).

The Company predicts it will sucessfully capture part of the above metioned increase in demand for berthing space considering the competitive landscape in the service Guanabara Bay area and expects to reach from 2026 onwards operating levels attained prior to the economic and oil and gas market crises. In forecasting expected growth over the period to 2024, the Company has taken account of current tender activity and expected tender activity to come, and has identified those projects it expects to secure based on an assessment of competitive advantage. The average growth rate is 23% each year until 2024.

Longer term growth rates after 2024 are aligned with the expected growth in the Brazilian oil and gas sector, and the region in which the Company operates which gives raise to an average growth rate after 2024 of 15% per annum.

Due to the impact of the COVID-19 pandemic and the resultant oil price shock during 2020 a number of Oil Companies have sought postponement of their start date for exploration and development of oil fields in Brazil and the ANP has granted concessions in this regard. The Company has made adjustments to their previous forecasts to take account of new information available, principally by amending the cashflow by delaying them by one year to take account of the impacts of the economic crises and the above mentioned postponements.

Sales prices

In the short term (2021-2023), the Company's financial projections do not consider an increase with regard to the pricing currently in place. For the long term (2024-2030), the projections consider the unit price of 2023 adjusted for inflation over time.

Stress testing

The Company prepared a stress testing considering the following scenarios taking account of the different growth rates forecast to 2024 and longer term:

 
 --   Revenue aggregate: the revenue would have to decrease by 5.3% each 
       year (not compounded) in the model to achieve break even. 
 --   Revenue short term (2021 - 2023): the revenue would have to decrease 
       12.0% (not compounded) from 2021 to 2023 in the model to achieve break 
       even. 
 

The short term revenue is a sensitive assumption to be extremely dependent from the results of tenders submitted and tenders expected to be submitted that the Company expects to have a high change of securing. Revenue growth rates below those outlined in the above sensitivity would lead to impairment.

(ii) Costs and expenses

For all years forecast, variable costs are forecast to increase in line with forecast increases in activity. For the period to 2023, the Company's forecasts its fixed costs will not increase above current levels. For the long term (2024-2030), the projections are adjusted for inflation over time.

(iii) Investments

As per IAS 36, the company is required to include in the estimated cash outflows only the investment required to maintain the level of economic rewards expected from the assets in their current conditions. The Company did not include any expansion investment in the model.

(iv) Projection period

The Company has prepared the cash flow projection considering a period over a 10 year period plus a perpetuity. The oil and gas industry life cycle is at least 10 years, due to the life cycle of investment in an oil field from exploration to sustainable production. The company assumes a growth in the perpetuity calculation limited to inflation which is predicted to be 4% per annum.

(v) Discount rates

The discount rate represents the current market assessment of the risks specific to the CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the CGU and its operating segments and is a weighted average cost of capital (WACC). The WACC takes into account both cost of debt and equity. The cost of equity is derived from the expected return on investment by potential investors. The cost of debt is based on an assessment of the interest-bearing borrowings the CGU is able to borrow in the market. Segment-specific risk is incorporated by applying beta factors. The beta factors are evaluated annually based on publicly available market data.

The Company has determined the discount rate using reputable sources to capture macroeconomic assumptions and information from comparator companies in the oilfield and maritime services sector, in which Brasco operates. The discount rate used was 11.3% (14.5% as at 31 December 2019). The reduction in discount rate from 2019 to 2020 was principally driven by a reduction of cost of equity, due to the macroeconomic assumptions update over the last twelve months (i.e. decrease in risk free rate, unleveraged beta, Country Risk Premium, reduction in Equity Risk Premium and amendments to the debt/equity ratio). For 2019, the Company included a risk premium in the WACC recognising the risks inherent in the forecast cashflows. The company has not done so this year, as it considers its forecast cashflows are not as inhrently risky compared to the prior years forecasts..

Stress testing

The discount rate would have to increase by 0.9% (ie. to 12.2%) for the impairment model to achieve break even.

The Company, having carried out the impairment tests above, concluded that no impairment needed to be recorded, since the recoverable amount exceeded the book value. The carrying value of Brasco's assets of US$46.3 million (R$240.0 million) was lower than the the value in use of US$57.2 million (R$296.8 million).

In addition, the Company reversed the impairment of US$0.4 million (R$2.0 million) related to intangible assets other than goodwill recognised in 2019.

However, according to the stress testing scenarios above, the Company would need to record an impairment losses if at least one of this following scenarios was to occur in isolation:

   --      Revenue aggregate would have to decrease by more than 5.3% each year; 
   --      Revenue short term (2021 - 2023) would have to decrease by more than 12.0% each year; or 
   --      Discount rate would have to increase by more than 0.9%. 
   14.    Goodwill 
 
                         Tecon Rio Grande  Tecon Salvador    Brasco     Total 
                                  US$'000         US$'000   US$'000   US$'000 
-----------------------  ----------------  --------------  --------  -------- 
Carrying Value: 
At 1 January 2019                  11,728           2,480    13,307    27,515 
  Impairment                            -               -  (12,536)  (12,536) 
  Exchange differences              (118)               -     (770)     (889) 
-----------------------  ----------------  --------------  --------  -------- 
At 1 January 2020                  11,610           2,480         -    14,090 
  Impairment                            -               -         -         - 
  Exchange differences              (661)               -         -     (661) 
-----------------------  ----------------  --------------  --------  -------- 
At 31 December 2020                10,949           2,480         -    13,429 
-----------------------  ----------------  --------------  --------  -------- 
 
Carrying amount 
-----------------------  ----------------  --------------  --------  -------- 
31 December 2020                   10,949           2,480         -    13,429 
-----------------------  ----------------  --------------  --------  -------- 
31 December 2019                   11,609           2,480         -    14,090 
-----------------------  ----------------  --------------  --------  -------- 
 

The goodwill associated with each cash-generating unit "CGU" (Tecon Salvador and Tecon Rio Grande) is attributed to the Port Terminals segment. The movement in goodwill balances in the year is due to the depreciation of the Brazilian Real against the US Dollar.

Each CGU is assessed for impairment annually and whenever there is an indication of impairment. The carrying value of goodwill has been assessed with reference to its value in use reflecting the projected discounted cash flows of each CGU to which goodwill has been allocated.

In 2019, as a result of impairment test it was concluded that carrying value of Brasco's assets of US$83.6 million (R$337.2 million) exceeded the value in use of US$70.4 million (R$283.7 million). As a result of this analysis, an impairment charge of US$13.3 million (R$53.5 million) was recognised in 2019, of which US$12.5 million (R$51.6 million) against goodwill and the remaining against other intangible assets.

Details of the impairment test are disclosed in note 13.

   15.    Lease arrangements 
   15.1   Right-of-use assets 
 
                                         Operational                             Vehicles, plant 
                                          facilities  Floating craft  Buildings    and equipment                 Total 
                                             US$'000         US$'000    US$'000          US$'000               US$'000 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
Cost or valuation 
At 1 January 2020                            186,026           4,481      6,449           12,703               209,659 
  Transfers from property, plant and 
   equipment                                       -               -          -              495                   495 
  Contractual amendments                       9,376              52        201               83                 9,712 
  Additions                                    1,553           3,504         19              124                 5,200 
  Exchange differences                      (42,245)           (759)      (772)          (1,745)              (45,521) 
  Terminated contracts                             -               -      (200)          (1,911)               (2,111) 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
At 31 December 2020                          154,710           7,278      5,697            9,749               177,434 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
Accumulated amortisation 
At 1 January 2020                              8,269           2,276      1,469            8,634                20,648 
  Transfers from property, plant and 
   equipment                                       -               -          -              471                   471 
  Charge for the year                          7,280           2,995      1,099            1,062                12,436 
  Exchange differences                       (1,810)           (521)       (77)          (1,060)               (3,468) 
  Terminated contracts                             -               -       (70)          (1,861)               (1,931) 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
At 31 December 2020                           13,739           4,750      2,421            7,246                28,156 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
Carrying Amount 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
At 31 December 2020                          140,971           2,528      3,276            2,503               149,278 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
                                         Operational                             Vehicles, plant 
                                          facilities  Floating craft  Buildings    and equipment                 Total 
                                             US$'000         US$'000    US$'000          US$'000               US$'000 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
Cost or valuation 
At 1 January 2019                            178,841           4,525      6,714            4,053               194,133 
  Transfers from property, plant and 
   equipment                                       -               -          -            9,798                 9,798 
  Contractual amendments                      14,748             173      (218)            (269)                14,434 
  Additions                                        -               -         65              161                   226 
  Exchange differences                       (7,563)           (217)      (112)            (578)               (8,470) 
  Terminated contracts                             -               -          -            (462)                 (462) 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
At 31 December 2019                          186,026           4,481      6,449           12,703               209,659 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
Accumulated amortisation 
At 1 January 2019 
  Transfers from property, plant and 
   equipment                                       -               -          -            7,969                 7,969 
  Charge for the year                          8,422           2,321      1,473            1,326                13,542 
  Exchange differences                         (153)            (45)        (4)            (330)                 (532) 
  Terminated contracts                             -               -          -            (331)                 (331) 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
At 31 December 2019                            8,269           2,276      1,469            8,634                20,648 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
Carrying Amount 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
At 31 December 2019                          177,757           2,205      4,980            4,069               189,011 
---------------------------------------  -----------  --------------  ---------  ---------------  -------------------- 
 

Operational facilities

The main lease commitments included as operational facilities are described below:

Tecon Rio Grande

The Tecon Rio Grande lease was signed on 3 February 1997 for a period of 25 years renewable for a further 25 years. Tecon Rio Grande was granted the right to renew the lease as set out in the contract amendment signed on 7 March 2006 due to compliance with the contractual requirements to make additional investments in expanding the terminal by constructing a third berth and achieving the minimum annual container volume handled.

Among the commitments set forth in the lease agreement and its addendum are the following:

 
 --   A monthly payment for facilities and leased areas; 
 --   A contractual payment per container moved based on minimum forecast 
       volumes. If container volumes moved through the terminal exceed forecast 
       volumes in any given year, additional payments are required; and 
 --   A payment per tonne in respect of general cargo handling and unloading. 
 

Tecon Salvador

Tecon Salvador S.A. has the right to lease and operate the container terminal and heavy cargo terminal in the Port of Salvador for 25 years renewed in 2016 for a further 25 years. The total lease term of 50 years, until March 2050, is provided in the second addendum to the rental agreement. This addendum requires the Group to make a minimum specified investment in expanding the leased terminal area.

Among the commitments set forth in the lease agreement and its addendum are the following:

 
 --   A monthly payment for facilities and leased areas; 
 --   Lease payments for the existing area and the additional area added 
       under the terms of the second contractual addendum; and 
 --   A contractual payment per container moved based on minimum forecast 
       volumes and a fee per ton of non-containerised cargo moved based 
       on minimum forecast volumes. 
 

Wilson Sons shipyard

Lease commitments mainly refer to a 60-year right to lease from June 2008 and operate an area located adjacent to our shipyard in Guarujá, São Paulo state. The initial lease of 30 years is renewable for a further period of 30 years at the option of the Group. The area has been used to expand and develop the Wilson Sons shipyard. Management's intention is to exercise the renewal option.

Brasco

The Brasco lease commitments mainly refers to a 30-year lease expiring in 2043 to operate a port area in Caju, Rio de Janeiro, Brazil with convenient access to service the Campos and Santos oil producing basins.

Logistics

Lease commitments mainly refer to the bonded terminals and distribution centres located in Santo André, São Paulo state and Suape, Pernambuco state with terms ranging between 18 and 24 years.

Floating craft

Variable chartering of vessels for maritime transport between port terminals. Payments made relating to the number of vessel trips were not included in the measurement of lease liabilities because they relate to variable payments.

Buildings

The Group has lease commitments for its Brazilian business headquarters, branches and commercial offices in several Brazilian cities.

Vehicles, plant and equipment

Rental contracts mainly for forklifts, vehicles for operational, commercial and administrative activities and other operating equipment.

   15.2   Lease liabilities 
 
                                                       31 December  31 December 
                                                              2020         2019 
                                        Discount rate      US$'000      US$'000 
------------------------------------  ---------------  -----------  ----------- 
Lease liabilities by class of asset 
Operational facilities                          8.75%      150,513      183,895 
Buildings                                       8.75%        2,932        5,072 
Vehicles, plant and equipment          8.88% - 12.90%        1,690        2,887 
Floating craft                                  9.25%        2,759        2,294 
------------------------------------  ---------------  -----------  ----------- 
Total                                                      157,894      194,148 
------------------------------------  ---------------  -----------  ----------- 
Total current                                               18,192       21,938 
------------------------------------  ---------------  -----------  ----------- 
Total non-current                                          139,702      172,210 
------------------------------------  ---------------  -----------  ----------- 
 
 
                                                          31 December  31 December 
                                                                 2020         2019 
                                                              US$'000      US$'000 
--------------------------------------------------------  -----------  ----------- 
Maturity analysis - contractual undiscounted cash flows 
Within one year                                                19,153       22,918 
In the second year                                             17,365       20,456 
In the third to fifth years inclusive                          49,353       60,954 
After five years                                              292,766      371,236 
--------------------------------------------------------  -----------  ----------- 
Total cash flows                                              378,637      475,564 
--------------------------------------------------------  -----------  ----------- 
Adjustment to present value                                 (220,743)    (281,416) 
--------------------------------------------------------  -----------  ----------- 
Total lease liabilities                                       157,894      194,148 
--------------------------------------------------------  -----------  ----------- 
 

Inflation adjustment of the lease liabilities

The table below presents the lease liabilities balance considering the projected future inflation rate in the discounted payment flows. For the purposes of this calculation, all other assumptions were maintained.

 
                    31 December  31 December 
                           2020         2019 
                        US$'000      US$'000 
------------------  -----------  ----------- 
Actual flow             378,637      475,564 
Lease liabilities     (220,743)    (281,416) 
------------------  -----------  ----------- 
Embedded interest       157,894      194,148 
------------------  -----------  ----------- 
 
   15.3   Amounts recognised in profit and loss 
 
                                                                                     31 December  31 December 
                                                                                            2020         2019 
                                                                                         US$'000      US$'000 
-----------------------------------------------------------------------------------  -----------  ----------- 
Amortisation of right-of-use assets                                                     (12,436)     (13,542) 
Amortisation of PIS and COFINS                                                             1,730        1,153 
-----------------------------------------------------------------------------------  -----------  ----------- 
Net Amortisation of right-of-use assets                                                 (10,706)     (12,389) 
-----------------------------------------------------------------------------------  -----------  ----------- 
Interest on lease liabilities                                                           (14,096)     (16,799) 
Interest on PIS and COFINS                                                                 1,260          887 
Variable lease payments not included in the measurement of lease liabilities(1, 2)       (2,037)      (2,222) 
Expenses relating to short-term leases                                                  (23,392)     (15,852) 
Expenses relating to low-value assets                                                    (1,093)        (908) 
-----------------------------------------------------------------------------------  -----------  ----------- 
 

1. The amounts refer to payments which exceeded the minimum forecast volumes of Tecon Rio Grande and Tecon Salvador.

2. The payments related to the number of vessel trips which were not included in the measurement of lease liabilities.

The Group is unable to estimate the future cash outflows relating to variable lease payments due to operational, economic and foreign exchange uncertainties.

   15.4   Amounts recognised in the cash flow statement 
 
                                  31 December  31 December 
                                         2020         2019 
                                      US$'000      US$'000 
--------------------------------  -----------  ----------- 
Payment of lease liability            (6,345)      (6,424) 
Interest paid - lease liability      (14,111)     (16,806) 
Short-term leases paid               (23,392)     (15,852) 
Variable lease payments               (2,037)      (2,727) 
Low-value leases paid                 (1,093)        (908) 
--------------------------------  -----------  ----------- 
Total                                (46,978)     (42,717) 
--------------------------------  -----------  ----------- 
 
   16.    Other intangible fixed assets 
 
                                               Computer Software  Concession-rights    Other    Total 
                                                         US$'000            US$'000  US$'000  US$'000 
---------------------------------------------  -----------------  -----------------  -------  ------- 
Cost 
At 1 January 2019                                         42,349             21,724       64   64,137 
  Additions                                                1,473                  -        -    1,473 
  Disposals                                                (927)              (422)      (1)  (1,350) 
  Exchange differences                                     (475)              (841)      (2)  (1,318) 
---------------------------------------------  -----------------  -----------------  -------  ------- 
At 1 January 2020                                         42,420             20,461       61   62,942 
  Additions                                                1,085                  -        -    1,085 
  Transfers to property, plant and equipment                  99                  -        -       99 
  Disposals                                                 (43)                  -        -     (43) 
  Exchange differences                                   (2,454)            (4,448)     (14)  (6,916) 
---------------------------------------------  -----------------  -----------------  -------  ------- 
At 31 December 2020                                       41,107             16,013       47   57,167 
---------------------------------------------  -----------------  -----------------  -------  ------- 
Amortisation 
At 1 January 2019                                         31,708              6,961        -   38,669 
  Charge for the year                                      2,822                558        -    3,380 
  Impairment Charge                                            -                488        -      488 
  Disposals                                                (926)              (422)        -  (1,348) 
  Exchange differences                                     (278)              (281)        -    (559) 
---------------------------------------------  -----------------  -----------------  -------  ------- 
At 1 January 2020                                         33,326              7,304        -   40,630 
  Charge for the year                                      2,394                430        -    2,824 
  Reversal of Impairment                                       -              (382)        -    (382) 
  Disposals                                                 (42)                  -        -     (42) 
  Exchange differences                                   (1,330)            (1,500)        -  (2,830) 
---------------------------------------------  -----------------  -----------------  -------  ------- 
At 31 December 2020                                       34,348              5,852        -   40,200 
---------------------------------------------  -----------------  -----------------  -------  ------- 
Carrying amount 
31 December 2020                                           6,759             10,161       47   16,967 
---------------------------------------------  -----------------  -----------------  -------  ------- 
31 December 2019                                           9,094             13,158       61   22,313 
---------------------------------------------  -----------------  -----------------  -------  ------- 
 
   17.    Property, plant and equipment 
 
                                           Land and                  Vehicles, plant  Assets under 
                                          buildings  Floating Craft    and equipment  construction      Total 
                                            US$'000         US$'000          US$'000       US$'000    US$'000 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
Cost or valuation 
At 1 January 2019                           282,506         488,722          230,564        10,133  1,011,925 
  Transfers to right-of-use-assets                -               -          (9,798)             -    (9,798) 
  Additions                                  40,320          14,450           27,235         5,842     87,937 
  Transfers                                     212          15,712            (241)      (15,683)          - 
  Transfers from intangible assets             (11)            (22)              105             -         72 
  Exchange differences                      (9,301)               -          (7,662)             -   (16,963) 
  Disposals                                   (294)         (2,501)          (9,067)             -   (11,862) 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 1 January 2020                           313,432         516,361          231,226           292  1,061,311 
  Transfers to right-of-use assets                -               -            (495)             -      (495) 
  Additions                                  25,901          10,216           25,284             -     61,401 
  Transfers                                     148           (124)             (24)             -          - 
  Transfers to/from intangible assets             -               -             (99)             -       (99) 
  Exchange differences                     (56,443)               -         (42,819)             -   (99,262) 
  Disposals                                 (3,725)           (969)          (4,039)             -    (8,733) 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 31 December 2020                         279,313         525,484          209,034           292  1,014,123 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
Accumulated depreciation and impairment 
At 1 January 2019                            87,135         192,820          129,519             -    409,474 
  Charge for the year                         8,018          26,741           15,594             -     50,353 
  Transfers to right-of-use assets                -               -          (7,969)             -    (7,969) 
  Elimination on construction contracts           -             128                -             -        128 
  Exchange differences                      (2,974)               -          (4,001)             -    (6,975) 
  Disposals                                   (234)         (2,320)          (8,195)             -   (10,749) 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 1 January 2020                            91,945         217,369          124,948             -    434,262 
  Transfers to right-of-use assets                -               -            (471)             -      (471) 
  Charge for the year                         6,774          29,030           11,989             -     47,793 
  Elimination on construction contracts           -              13                -             -         13 
  Exchange differences                     (16,691)               -         (22,764)             -   (39,455) 
  Disposals                                 (2,400)           (829)          (3,928)             -    (7,157) 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 31 December 2020                          79,628         245,583          109,774             -    434,985 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
Carrying Amount 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 31 December 2020                         199,685         279,901           99,260           292    579,138 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
At 31 December 2019                         221,487         298,992          106,278           292    627,049 
----------------------------------------  ---------  --------------  ---------------  ------------  --------- 
 

Land and buildings with a net book value of US$0.2 million (2019: US$0.2 million) and plant and machinery with a net book value of US$0.1 million (2019: US$0.2 million) have been given in guarantee of various legal processes.

The Group has pledged assets having a carrying amount of US$253.6 million (2019: US$269.3 million) to secure loans granted to the Group.

The amount of borrowing costs capitalised in 2020 is US$3.0 million (2019: US$2.3 million) at an average interest rate of 2.76%.

   18.    Principal subsidiaries 
 
                                                                                   Place of                Method used 
                                                                              incorporation  Effective      to account 
                                                                              and operation  interest*  for investment 
----------------------------------------------------------------------------  -------------  ---------  -------------- 
OCEAN WILSONS (INVESTMENTS) LIMITED                                                 Bermuda     100%**   Consolidation 
Investment holding and dealing company 
WILSON SONS LIMITED                                                                 Bermuda   57.77%**   Consolidation 
Holding company 
WS PARTICIPACIONES S.A.                                                             Uruguay     57.77%   Consolidation 
Holding company 
WILSON, SONS ADMINISTRAÇÃO DE BENS LTDA                                    Brazil     57.77%   Consolidation 
Holding company 
SAVEIROS CAMUYRANO SERVIÇOS MARÍTIMOS LTDA                                 Brazil     57.77%   Consolidation 
Tug operators 
WILSON, SONS S.A., COMÉRCIO, INDÚSTRIA, E AGÉNCIA 
DENAVEGAÇÃO LTDA                                                           Brazil     57.77%   Consolidation 
Shipbuilders 
WILSON, SONS ESTALEIRO LTDA                                                          Brazil     57.77%   Consolidation 
Shipbuilders 
WILSON SONS AGENCIA MARÍTIMA LTDA                                               Brazil     57.77%   Consolidation 
Ship Agency 
DOCK MARKET SOLUCOES LTEDA                                                           Brazil     57.77%   Consolidation 
Shipping Agency 
WILSON, SONS LOGÍSTICA LTDA                                                     Brazil     57.77%   Consolidation 
Logistics 
WILPORT OPERADORES PORTUÁRIOS LTDA                                              Brazil     57.77%   Consolidation 
Port operator 
EADI SANTO ANDRÉ TERMINAL DE CARGA LTDA                                         Brazil     57.77%   Consolidation 
Bonded warehousing 
TECON RIO GRANDE S.A.                                                                Brazil     57.77%   Consolidation 
Port operator 
BRASCO LOGÍSTICA OFFSHORE LTDA                                                  Brazil     57.77%   Consolidation 
Port operator 
TECON SALVADOR S.A.                                                                  Brazil     57.77%   Consolidation 
Port operator 
----------------------------------------------------------------------------  -------------  ---------  -------------- 
 

* Effective interest is the net interest of Ocean Wilsons Holdings Limited after non-controlling interests.

** Ocean Wilsons Holdings Limited holds direct interests in Ocean Wilsons (Investments) Limited and Wilsons Sons Limited.

All of the above entities with material non-controlling interest are included in the maritime services segment in note 4 where summarised financial information is included in the aggregate.

   19.      Joint ventures 

The Group holds the following significant interests in joint operations and joint ventures at the end of the reporting period:

 
                                                                   Place of    Proportion of ownership 
                                                                              ------------------------- 
                                                              incorporation    31 December  31 December 
                                                              and operation           2020         2019 
-----------------------------------------------------------  --------------   ------------  ----------- 
Towage 
  Consórcio de Rebocadores Barra de Coqueiros(1)                 Brazil             -          50% 
  Consórcio de Rebocadores Baia de São Marcos(2)            Brazil           50%          50% 
Logistics 
  Porto Campinas, Logística e Intermodal Ltda                    Brazil           50%          50% 
Offshore 
  Wilson, Sons Ultratug Participações S.A.(3)               Brazil           50%          50% 
  Atlantic Offshore S.A.(4)                                      Panamá           50%          50% 
-----------------------------------------------------------  ---------------  ------------  ----------- 
 
 
 1   In November 2020 the joint operation was dissolved. 
 2   Joint Operation. 
 3   Wilson, Sons Ultratug Participações S.A. controls Wilson, 
      Sons Offshore S.A. and Magallanes Navegação Brasileira S.A. 
      These latter two companies are indirect joint ventures of the Company. 
 4   Atlantic Offshore S.A. controls South Patagonia S.A. This company 
      is an indirect joint venture of the Company. 
 

Joint operations-continuing activities

The following amounts are included in the Group's financial information as a result of proportional consolidation of joint operations listed above:

 
                       Year ended   Year ended 
                      31 December  31 December 
                             2020         2019 
                          US$'000      US$'000 
Income                      4,067       13,310 
Expenses                  (2,449)      (7,397) 
--------------------  -----------  ----------- 
Profit for the year         1,618        5,913 
--------------------  -----------  ----------- 
 
 
                                31 December  31 December 
                                       2020         2019 
                                    US$'000      US$'000 
------------------------------  -----------  ----------- 
Property, plant and equipment         1,842        2,619 
Right-of-use assets                       -            3 
Intangible assets                         2           13 
Inventories                             186          482 
Trade and other receivables             990        2,365 
Cash and cash equivalents             1,408          874 
------------------------------  -----------  ----------- 
Total assets                          4,428        6,356 
------------------------------  -----------  ----------- 
Trade and other payables            (4,237)      (6,235) 
Deferred tax liabilities              (191)        (118) 
Lease liabilities                         -          (3) 
------------------------------  -----------  ----------- 
Total liabilities                   (4,428)      (6,356) 
------------------------------  -----------  ----------- 
 

Joint ventures-continuing activities

The aggregated Group's interests in joint ventures are equity accounted.

 
                                                      Year ended   Year ended 
                                                     31 December  31 December 
                                                            2020         2019 
                                                         US$'000      US$'000 
---------------------------------------------------  -----------  ----------- 
Revenue                                                  121,616      130,911 
Raw materials and consumables used                       (7,080)      (7,590) 
Employee benefits expense                               (36,031)     (40,594) 
Amortisation of right-of-use assets                     (10,446)     (10,205) 
Depreciation and amortisation expenses                  (40,753)     (39,636) 
Other operating expenses                                (16,233)     (15,037) 
Loss on disposals of property, plant and equipment             -          (2) 
---------------------------------------------------  -----------  ----------- 
Results from operating activities                         11,073       17,847 
---------------------------------------------------  -----------  ----------- 
Finance income                                                65          747 
Finance costs                                           (17,415)     (18,236) 
Foreign exchange losses on monetary items               (16,998)      (2,073) 
---------------------------------------------------  -----------  ----------- 
Loss before tax                                         (23,275)      (1,715) 
---------------------------------------------------  -----------  ----------- 
Income tax credit                                         14,991        2,843 
---------------------------------------------------  -----------  ----------- 
Profit/(loss) for the year                               (8,284)        1,128 
---------------------------------------------------  -----------  ----------- 
Participation                                                50%          50% 
Equity result                                            (4,142)          564 
---------------------------------------------------  -----------  ----------- 
 
 
                                31 December  31 December 
                                       2020       2019 * 
                                    US$'000      US$'000 
------------------------------  -----------  ----------- 
Right-of-use assets                   9,784       20,280 
Property, plant and equipment       568,444      596,213 
Long-term investment                  2,133        2,185 
Other assets                         10,373       11,753 
Trade and other receivables          37,942       35,182 
Derivatives                               -            3 
Cash and cash equivalents            15,219       21,183 
------------------------------  -----------  ----------- 
Total assets                        643,895      686,799 
------------------------------  -----------  ----------- 
Bank overdrafts and loans           423,762      440,561 
Lease liabilities                    10,081       20,685 
Other non-current liabilities        31,646       39,884 
Trade and other payables             98,145       93,305 
Equity                               80,261       92,364 
------------------------------  -----------  ----------- 
Total liabilities and equity        643,895      686,799 
------------------------------  -----------  ----------- 
 

* The prior year numbers have been restated. Right of use assets was amended by US$19.1m to US$20.3m. Trade and other receivables was amended by US$0.7m to US$35.2m. Lease liabilities was amended by US$20.3m to US$20.7m. Trade and other payables was amended by US$0.7m to US$93.3m. Equity was amended by US$1.2m to US$92.7m.

The movement in Equity shown above is not reflective of the share of loss of the joint ventures, as in determining the share of the (loss)/profit for the year, the result is impacted by the elimination of profit margin on construction/dry-docking contracts amounting to US$3.7 million (2019: US$3.7 million). Without this impact, the joint venture result of the period would have been a loss of US$12.0 million (2019: US$2.6 million profit).

The Group has not given separate disclosure of each of our material joint ventures because they belong to the same economic group. Wilson Sons holds a non-controlling interest in Wilson Sons Ultratug Particpações S.A. and Atlantic Offshore S.A.

Wilson, Sons Ultratug Participações S.A. is a controlling shareholder of Wilson Sons Offshore S.A. and Magallanes Navegação Brasileira S.A., while Atlantic Offshore S.A. is a controlling shareholder of South Patagonia S.A.

Guarantees

Wilson Sons Ultratug Participações S.A. loans with the BNDES are guaranteed by a lien on the financed supply vessel and in the majority of the contracts a corporate guarantee from both Wilson Sons de Administração e Comércio Ltda and Remolcadores Ultratug Ltda, each guaranteeing 50% of its subsidiary's debt balance with BNDES. A 50% share of the loan agreements amount to US$170.7 million (2019: US$176.5 million).

Wilson Sons Ultratug Particpações S.A. subsidiary's loan with Banco do Brasil is guaranteed by a pledge over the financed supply vessels. The security package also includes a standby letter of credit issued by Banco de Crédito e Inversiones - Chile for part of the debt balance, assignment of Petrobras' long-term contracts and a corporate guarantee issued by Inversiones Magallanes Ltda - Chile. A cash reserve account, accounted for under long-term investments and funded with US$2.1 million, is to be maintained until full repayment of the loan agreement. A 50% share of the loan agreements amount to US$25.7 million (2019: US$28.2 million).

The loan that Atlantic Offshore S.A. has with Deutsche Verkehrs-Bank and Norddeutsche Landesbank Girozentrale Trade for the financing of the offshore support vessel "Pardela" is guaranteed by a pledge over the vessel, the shares of Atlantic Offshore S.A. and a corporate guarantee for half of the credit from Wilson Sons de Administração e Comércio Ltda. Remolcadores Ultratug Ltda, the 50% partner in the business, guarantees the other half of the loan. A 50% share of the loan agreements amount to US$10.7 million (2019: US$11.7 million).

Covenants

On 31 December 2020, Wilson, Sons Ultratug Participações S.A.'s subsidiary was not in compliance with one of the covenants ratios. On the assumption of a non-attainment, the joint venture's subsidiary has to increase its capital, within a year, to reach US$5.8 million. As the capital will be increased, management's understanding is that there is no breach of a clause or event that prompts negotiation or a waiver letter from Banco do Brasil.

Atlantic Offshore S.A. has to comply with specific financial covenants on its two loan agreements with Deutsche Verkehrs-Bank and Norddeutsche Landesbank Girozentrale Trade. At 31 December 2020 the subsidiary was in compliance with all loan agreement clauses.

There are no other capital commitments for any of the joint ventures or joint operations.

Provisions for tax, labour and civil risks

In the normal course of business in Brazil, the joint ventures remain exposed to numerous local legal claims. It is the joint ventures' policy to vigorously contest such claims, many of which appear to have little merit, and to manage such claims through their legal counsel.

Wilson, Sons Ultratug Participações S.A. booked provisions related to labour claims amounting to US$0.1 million, whose probability of loss was estimated as probable.

In addition to the cases for which the joint ventures have made a provision, there are other tax, civil and labour disputes amounting to US$6.1 million (2019: US$15.5 million) whose probability of loss was estimated by legal counsel as possible.

The breakdown of aggregated possible losses is as follows:

 
                31 December  31 December 
                       2020         2019 
                    US$'000      US$'000 
--------------  -----------  ----------- 
Tax cases             5,611        8,304 
Labour claims           505        7,192 
Civil cases               4            6 
--------------  -----------  ----------- 
Total                 6,120       15,502 
--------------  -----------  ----------- 
 

Below is the reconciliation of the investment in joint ventures recognised in the balance sheet including the impact of profit recognised by joint ventures:

 
                                        US$'000 
--------------------------------------  ------- 
At 1 January 2019                        26,528 
Share of result of joint ventures           564 
Capital increase                          3,527 
Elimination on construction contracts       156 
Post-employment benefits                   (51) 
Derivatives                               (380) 
Exchange movements                         (10) 
--------------------------------------  ------- 
At 1 January 2020                        30,334 
Share of result of joint ventures       (4,142) 
Capital increase                             23 
Elimination on construction contracts        45 
Post-employment benefits                     24 
Derivatives                                (36) 
Exchange movements                         (63) 
--------------------------------------  ------- 
At 31 December 2020                      26,185 
--------------------------------------  ------- 
 
   20.      Financial assets at fair value through profit or loss 
 
                                                                                      2020      2019 
                                                                                   US$'000   US$'000 
--------------------------------------------------------------------------------  --------  -------- 
Financial assets at fair value through profit or loss 
At 1 January                                                                       298,839   287,298 
Additions, at cost                                                                  63,723    35,489 
Disposals, at market value                                                        (45,154)  (55,882) 
Increase in fair value of financial assets at fair value through profit or loss     29,055    24,438 
Profit on disposal of financial assets at fair value through profit or loss          1,001     7,497 
--------------------------------------------------------------------------------  --------  -------- 
At 31 December                                                                     347,464   298,840 
--------------------------------------------------------------------------------  --------  -------- 
Ocean Wilsons (Investment) Limited Portfolio                                       307,874   284,763 
Wilson Sons Limited                                                                 39,590    14,077 
--------------------------------------------------------------------------------  --------  -------- 
Financial assets at fair value through profit or loss held at 31 December          347,464   298,840 
--------------------------------------------------------------------------------  --------  -------- 
 

Wilson Sons Limited

The Wilson Sons investments are held and managed separately from the Ocean Wilsons (Investments) Limited portfolio and consist of US Dollar denominated depository notes.

Ocean Wilsons (Investments) Limited portfolio

The Group has not designated any financial assets that are not classified as trading investments as financial assets at fair value through profit or loss.

Financial assets at fair value through profit or loss above represent investments in listed equity securities, funds and unquoted equities that present the Group with opportunity for return through dividend income and capital appreciation.

Included in financial assets at fair value through profit or loss are open ended funds whose shares may not be listed on a recognised stock exchange but are redeemable for cash at the current net asset value at the option of the Group. They have no fixed maturity or coupon rate. The fair values of these securities are based on quoted market prices where available. Where quoted market prices are not available, fair values are determined by third parties using various valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

   21.    Inventories 
 
                                                    31 December  31 December 
                                                           2020         2019 
                                                        US$'000      US$'000 
--------------------------------------------------  -----------  ----------- 
Operating materials                                       9,404        9,228 
Raw materials for third party vessel construction         2,360        1,279 
--------------------------------------------------  -----------  ----------- 
Total                                                    11,764       10,507 
--------------------------------------------------  -----------  ----------- 
 

Inventories are expected to be recovered in less than one year and there were no obsolete items (2019: none).

   22.    Trade and other receivables 
 
                                             31 December  31 December 
                                                    2020         2019 
                                                 US$'000      US$'000 
-------------------------------------------  -----------  ----------- 
Trade and other receivables 
Other trade receivables                                9          354 
-------------------------------------------  -----------  ----------- 
Total other non-current trade receivables              9          354 
-------------------------------------------  -----------  ----------- 
Amount receivable for the sale of services        41,152       47,991 
Allowance for bad debts                            (554)        (837) 
-------------------------------------------  -----------  ----------- 
Total current trade receivables                   40,598       47,154 
-------------------------------------------  -----------  ----------- 
Prepayments                                        4,252        6,452 
Insurance claim receivable                           995        1,972 
Other receivables                                  1,962        1,165 
-------------------------------------------  -----------  ----------- 
Total other current trade receivables              7,200        9,589 
-------------------------------------------  -----------  ----------- 
Total current trade and other receivables         47,807       56,743 
-------------------------------------------  -----------  ----------- 
 
 
                              31 December  31 December 
                                     2020         2019 
Ageing of trade receivables       US$'000      US$'000 
----------------------------  -----------  ----------- 
Current                            34,561       37,146 
From 0 - 30 days                    4,800        7,641 
From 31 - 90 days                     852        1,434 
From 91 - 180 days                    197          694 
More than 180 days                    742        1,076 
----------------------------  -----------  ----------- 
Total                              41,152       47,991 
----------------------------  -----------  ----------- 
 

Generally, interest of 1% per month plus a 2% penalty is charged on overdue balances. Allowances for bad debts are recognised as a reduction of receivables and are recognised whenever a loss is identified. The Group recognizes an allowance for bad debts taking into account an expected credit loss model that involves historical evaluation of effective losses over billing cycles. The period of review is 3.5 years, reassessed every 180 days. The measurement of the default rate considers the recoverability of receivables and will apply according to the payment profile of debtors. Debts are written off when a customer has gone into liquidation or there is an adjustment in a receivable balance as a result of a judicial proceeding. The Group will calibrate, when appropriate, the matrix to adjust the historical credit loss experience with forward-looking information. The provision matrix is disclosed in note 35. Due to the Covid-19 pandemic, the Company has reviewed the variables that make up the methodology of measurement of estimated losses. There has been no increase in customer default rate due to the outbreak. Additionally, the Company created a credit committee to monitor and, if necessary, propose payment terms to those customers with credit risk.

 
                                                        2020     2019 
Movement in the allowance for bad debts              US$'000  US$'000 
---------------------------------------------------  -------  ------- 
Balance at 1 January 2020                                837    1,490 
Amounts written off as uncollectable                       -     (28) 
Decrease in allowance recognised in profit or loss      (99)    (534) 
Exchange differences                                   (184)     (91) 
---------------------------------------------------  -------  ------- 
Balance at 31 December 2020                              554      837 
---------------------------------------------------  -------  ------- 
 

The Directors consider that the carrying amount of trade and other receivables approximates their fair value and that no additional provision is required in the allowance for bad debts.

   23.    Recoverable taxes 
 
                                                    2020     2019 
                                                 US$'000  US$'000 
-----------------------------------------------  -------  ------- 
PIS and COFINS recoverable(1)                      8,226   18,467 
FUNDAF recoverable(2)                                  -    4,578 
Judicial bond recoverable                          2,192    2,698 
Other recoverable taxes                              588      758 
-----------------------------------------------  -------  ------- 
Total recoverable taxes non-current               11,006   26,501 
-----------------------------------------------  -------  ------- 
PIS and COFINS recoverable(1)                     12,700   11,764 
Income tax and social contribution recoverable     6,987    8,377 
FUNDAF recoverable(2)                                237    1,954 
Judicial bond recoverable                          1,333    1,911 
ISS recoverable(3)                                   934    1,264 
INSS recoverable(4)                                  203      238 
Other recoverable taxes                               85       39 
-----------------------------------------------  -------  ------- 
Total recoverable taxes current                   22,479   25,547 
-----------------------------------------------  -------  ------- 
Total                                             33,485   52,048 
-----------------------------------------------  -------  ------- 
 
 
 1   The PIS (Program of Social Integration) and COFINS (Contribution for 
      the Financing of Social Security) are Brazilian federal taxes based 
      on the turnover of companies. 
 2   FUNDAF (Fundo Especial de Desenvolvimento e Aperfeiçoamento das 
      Atividades de Fiscalização) is a Brazilian sales tax charged 
      on the gross sales revenue in ports and bonded airports. 
 3   The Brazilian Municipal Service Tax, ISS (Imposto Sobre Serviços) 
      is a tax levied on the provision of services. 
 4   INSS (Instituto Nacional do Seguro Social) is a Brazilian payroll tax. 
 

The Group reviews taxes and levies impacting its business to ensure that payments are accurately made. In the event that tax credits arise, the Group intends to use them in future years within their legal term. If the Group does not utilise the tax credit within their legal term, a reimbursement of such amounts will be requested from the Brazilian Internal Revenue Service ("Receita Federal do Brasil").

   24.    Bank loans and overdrafts 
 
                                                          Annual  31 December  31 December 
                                                   interest rate         2020         2019 
                                                               %      US$'000      US$'000 
---------------------------------------------  -----------------  -----------  ----------- 
Secured borrowings 
BNDES - FMM linked to US Dollar(1)                   2.07% to 5%      146,446      148,564 
BNDES - Real                                      5.95% to 8.54%       55,177       39,807 
BNDES - FMM Real(1)                                        9.28%          805        1,064 
BNDES - Finame Real(2)                            4.50% to 5.50%            -           35 
---------------------------------------------  -----------------  -----------  ----------- 
Total BNDES                                                           202,428      189,470 
---------------------------------------------  -----------------  -----------  ----------- 
Banco do Brasil - FMM linked to US Dollar(1)       2.00% - 4.00%       75,795       79,535 
Bradesco - NCE - Real(3)                           2.83% - 3.20%       38,660       50,043 
Itaú - NCE - Real(3)                                  3.38%        4,056       15,930 
Santander - Real                                           6.44%        8,056            - 
China Construction Bank - Real                             5.65%       13,666            - 
Total others                                                          140,233      145,508 
---------------------------------------------  -----------------  -----------  ----------- 
Total                                                                 342,661      334,978 
---------------------------------------------  -----------------  -----------  ----------- 
 
 
 1.   As an agent of Fundo da Marinha Mercante's ("FMM"), Banco Nacional 
       de Desenvolvimento Econômico e Social ("BNDES") and Banco do 
       Brasil ("BB") finances the construction of tugboats and shipyard facilities. 
 2.   Finame is the financing for the acquisition of machinery and equipment. 
 3.   NCE is an export credit note. 
 

The breakdown of bank overdrafts and loans by maturity is as follows:

 
                                              31 December  31 December 
                                                     2020         2019 
                                                  US$'000      US$'000 
--------------------------------------------  -----------  ----------- 
Within one year                                    58,672       36,636 
In the second year                                 44,707       41,492 
In the third to fifth years (inclusive)            96,250      106,523 
After five years                                  143,032      150,327 
--------------------------------------------  -----------  ----------- 
Total                                             342,661      334,978 
--------------------------------------------  -----------  ----------- 
Amounts due for settlement within 12 months        58,672       36,636 
--------------------------------------------  -----------  ----------- 
Amounts due for settlement after 12 months        283,989      298,342 
--------------------------------------------  -----------  ----------- 
 

The analysis of borrowings by currency is as follows:

 
                                   BRL 
                             linked to 
                       BRL  US Dollars  US Dollars    Total 
                   US$'000     US$'000     US$'000  US$'000 
-----------------  -------  ----------  ----------  ------- 
31 December 2020 
Bank loans         120,420     222,241           -  342,661 
-----------------  -------  ----------  ----------  ------- 
Total              120,420     222,241           -  342,661 
-----------------  -------  ----------  ----------  ------- 
31 December 2019 
Bank loans         106,879     228,099           -  334,978 
-----------------  -------  ----------  ----------  ------- 
Total              106,879     228,099           -  334,978 
-----------------  -------  ----------  ----------  ------- 
 

Loan agreement for civil works

In December 2018, the subsidiary Tecon Salvador S.A. signed a US$67.9 million financing agreement with the BNDES, to be used for civil works during the terminal's expansion. The civil works for this expansion were completed in October 2020.

Guarantees

Loans with the BNDES and Banco do Brasil rely on corporate guarantees from Wilson Sons de Administração e Comércio Ltda. For some contracts, the corporate guarantee is in addition to a pledge of the respective financed tugboat or a lien over the logistics and port operations equipment financed.

The loan agreement for Tecon Rio Grande from Banco Santander for the purchase of equipment relies on a corporate guarantee from Wilson, Sons de Administração e Comércio Ltda.

The loan agreement for Tecon Rio Grande from Banco Itaú for the purchase of equipment relies on a corporate guarantee from Wilport Operadores Portuários Ltda.

The loan agreement for Tecon Salvador from Banco Bradesco for purchase of equipment relies on a corporate guarantee from Wilport Operadores Portuários Ltda.

Undrawn credit facilities

At 31 December 2020, the Group had available US$19.1 million (R$99.3 million) (2019: US$104.3 million (R$420.6 million)) of undrawn borrowing facilities available in relation to (i) the Salvador Terminal expansion and (ii) the dry-docking, maintenance and repair of tugs. Additionally, the Group has US$9.4 million (R$48.8 million) in contracted financing for the future construction of tugboats which is pending amendment to the contract related to vessel specification changes.

Covenants

Wilson, Sons de Administração e Comércio Ltda. as corporate guarantor must comply with annual loan covenants for both Wilson Sons Estaleiros, Brasco Logística Offshore and Saveiros Camuryano Serviços Maritimos S.A. in respect of loan agreements signed with BNDES.

Wilport Operadores Portuários Ltda as corporate guarantor for loan agreements signed between BNDES and Tecon Salvador S.A. must comply with annual loan covenants including ratios of debt service coverage, net debt ratio over EBITDA and equity over total assets. For the BNDES agreements Tecon Salvador has to comply with a debt service coverage ratio covenant. The ratios are calculated excluding the impact of IFRS16.

Tecon Rio Grande S.A. must comply with loan covenants from Santander including a minimum liquidity ratio and capital structure.

At 31 December 2020, the Group was in compliance with all covenants in the above mentioned loan contracts.

Fair value

The Directors estimate the fair value of the Group's borrowings as follows:

 
                            31 December  31 December 
                                   2020         2019 
                                US$'000      US$'000 
--------------------------  -----------  ----------- 
Bank loans 
  BNDES                         202,428      189,470 
  Banco do Brasil                75,795       79,535 
  Bradesco - NCE - Real          40,577       50,043 
  Itaú                       4,060       15,930 
  Santander                       8,045            - 
  China Construction Bank        13,657            - 
Total                           344,562      334,978 
--------------------------  -----------  ----------- 
 
   25.    Deferred tax 

The following are the major deferred tax assets and liabilities recognised by the Group and movements thereon during the current and prior reporting period.

 
                                              Unrealised 
                                                 foreign 
                                                exchange                Retranslation of 
                            Accelerated tax  variance on        Other  non-current asset 
                               depreciation        loans  differences          valuation     Total 
                                    US$'000      US$'000      US$'000            US$'000   US$'000 
--------------------------  ---------------  -----------  -----------  -----------------  -------- 
At 1 January 2019                  (38,328)       32,174       36,386           (52,032)  (21,800) 
(Charge)/credit to income             (587)      (1,978)        3,381                592       876 
Exchange differences                  1,641        (817)        (720)                126       219 
--------------------------  ---------------  -----------  -----------  -----------------  -------- 
At 1 January 2020                  (37,274)       29,379       39,047           (51,314)  (20,162) 
--------------------------  ---------------  -----------  -----------  -----------------  -------- 
(Charge)/credit to income             (638)       15,135        2,086           (13,972)     2,611 
Exchange differences                  8,429      (8,057)      (4,721)                629   (3,720) 
--------------------------  ---------------  -----------  -----------  -----------------  -------- 
At 31 December 2020                (29,483)       36,457       36,412           (64,657)  (21,271) 
--------------------------  ---------------  -----------  -----------  -----------------  -------- 
 

Certain tax assets and liabilities have been offset on an entity-by-entity basis. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes.

 
                           31 December  31 December 
                                  2020         2019 
                               US$'000      US$'000 
-------------------------  -----------  ----------- 
Deferred tax liabilities      (50,987)     (52,036) 
Deferred tax assets             29,716       31,874 
-------------------------  -----------  ----------- 
                              (21,271)     (20,162) 
-------------------------  -----------  ----------- 
 

At the balance sheet date, the Group had unused tax losses of US$64.4 million (2019: US$64.1 million) available for offset against future profits in the company in which they arose. No deferred tax asset has been recognised in respect of US$6.9 million (2019: US$6.3 million) due to the unpredictability of future profit streams. In Brazil, a tax asset of one entity in a group cannot be offset against a tax liability of another entity in the group as there is no legally enforceable right to offset tax assets and liabilities between group companies.

Retranslation of non-current asset valuation deferred tax arises on Brazilian property, plant and equipment held in US dollar functional currency businesses. Deferred tax is calculated on the difference between the historical US Dollar balances recorded in the Group's accounts and the Brazilian Real balances used in the Group's Brazilian tax calculations.

Deferred tax on exchange variance on loans arises from exchange gains or losses on the Group's US Dollar and Brazilian Real denominated loans linked to the US Dollar that are not deductible or payable for tax in the period they arise. Exchange gains on these loans are taxable when settled and not in the period in which gains arise.

   26.    Trade and other payables 
 
                                               31 December  31 December 
                                                      2020         2019 
                                                   US$'000      US$'000 
---------------------------------------------  -----------  ----------- 
Trade creditors                                     17,451       20,400 
Other taxes                                          6,232        9,848 
Salaries, provisions and social contribution        16,516       18,544 
Accruals and deferred income                         6,913        7,630 
Share based payment liability                          186          186 
---------------------------------------------  -----------  ----------- 
Total                                               47,298       56,608 
---------------------------------------------  -----------  ----------- 
 

Trade creditors and accruals principally comprise amounts outstanding for trade purposes and ongoing costs.

The average credit period for trade purchases is 29 days (2019: 29 days). For most suppliers, interest is charged on outstanding trade payable balances at various interest rates. The Group has financial risk management policies in place to ensure that payables are paid within the credit timeframe agreed with each vendor.

The Directors consider that the carrying amount of trade payables approximates their fair value.

   26.1   Taxes Payable 
 
                                 2020     2019 
                              US$'000  US$'000 
----------------------------  -------  ------- 
INSS payable                    1,885    4,041 
PIS and COFINS payable            541    1,853 
ISS payable                     1,676    1,686 
Income tax payable              1,121    1,365 
FGTS(1) payable                   483      668 
Other payable taxes               526      235 
----------------------------  -------  ------- 
Total current taxes payable     6,232    9,848 
----------------------------  -------  ------- 
 

1. FGTS is Fundo de Garantia do Tempo de Serviço and is a fund for dismissed employees.

   27.    Provisions for tax, labour, civil cases and contingent liabilities 
 
                                     Labour claims  Tax cases  Civil cases    Total 
                                           US$'000    US$'000      US$'000  US$'000 
-----------------------------------  -------------  ---------  -----------  ------- 
Cost 
At 1 January 2019                           13,813      2,838          684   17,335 
Increase in provision in the year            1,326        399        1,455    3,180 
Unused amounts reversed                    (2,957)       (61)        (307)  (3,325) 
Utilisation of provisions                    (921)      (993)         (11)  (1,925) 
Exchange difference                          (557)      (731)            8    (622) 
-----------------------------------  -------------  ---------  -----------  ------- 
At 1 January 2020                           10,704      2,110        1,829   14,643 
Increase in provisions in the year             904         82           11      997 
Unused amounts reversed                      (663)      (488)      (1,012)  (2,163) 
Utilisation of provisions                    (572)       (21)         (51)    (644) 
Exchange difference                        (2,388)      (481)        (404)  (3,273) 
-----------------------------------  -------------  ---------  -----------  ------- 
At 31 December 2020                          7,985      1,202          373    9,560 
-----------------------------------  -------------  ---------  -----------  ------- 
 

In the normal course of business in Brazil, the Group is exposed to numerous local legal claims. It is the Group's policy to vigorously contest such claims, many of which appear to have little substance or merit, and to manage such claims through its legal counsel. Both provisions and contingent liabilities can take a significant amount of time to resolve.

Other non-current assets of US$4.9 million (2019: US$9.4 million) represent legal deposits required by the Brazilian legal authorities as security to contest legal actions.

In addition to the cases where the Group has recorded a provision, there are other tax, civil and labour disputes amounting to US$77.4 million (2019: US$103.6 million) where the probability of loss was estimated by the legal counsels as possible.

The analysis of possible claims by type is as follows:

 
                                31 December  31 December 
                                       2020         2019 
                                    US$'000      US$'000 
------------------------------  -----------  ----------- 
Tax cases                            58,809       78,258 
Labour claims                        13,318       14,223 
Civil and environmental cases         5,264       11,108 
------------------------------  -----------  ----------- 
Total                                77,391      103,589 
------------------------------  -----------  ----------- 
 

The main probable and possible claims against the Group are described below:

Tax cases - The Group defends against government tax assessments when the Group considers it has a chance of successfully defending its position.

Labour claims - Most claims involve payment of health risks, additional overtime and other allowances.

Civil and environmental cases - Indemnification claims involving material damage, environmental and shipping claims and other contractual disputes.

The procedure for classification of legal liabilities identifies claims as probable, possible or remote, as assessed by external lawyers is:

 
 --   upon receipt of notices of new lawsuits, external lawyers generally 
       classify the claim as possible recorded at the total amount at risk. 
       The Group uses the estimated value at risk and not the total claim 
       value involved in each process; 
 --   if there is sufficient knowledge from the beginning that there is 
       a very high or very low risk of loss, the lawyer may classify the 
       claim as a probable loss or remote loss; 
 --   during the course of the lawsuit the lawyer may re-classify the claim 
       as a probable loss or remote loss based on information available including 
       judicial decisions, legal precedents, claimant arguments, applicable 
       laws, defence documentation and other variables; and 
 --   when classifying the claim as a probable or possible loss, the lawyer 
       estimates the amount at risk for the claim. 
 

Management is not able to give an indication of when the provisions are likely to be utilised as the majority of the litigation involves a high degree of uncertainty as to when the cases will be resolved and can take many years to come to a conclusion.

   28.    Share capital 
 
                                            2020     2019 
                                         US$'000  US$'000 
---------------------------------------  -------  ------- 
Authorised 
50,060,000 ordinary shares of 20p each    16,119   16,119 
---------------------------------------  -------  ------- 
Issued and fully paid 
35,363,040 ordinary shares of 20p each    11,390   11,390 
---------------------------------------  -------  ------- 
 

The Company has one class of ordinary share which carries no right to fixed income.

Share capital is converted at the exchange rate prevailing at 31 December 2002, the date at which the Group's presentational currency changed from Sterling to US Dollars, being US$1.61 to GBP1.

   29.    Exercise of stock options in subsidiary 

During 2020 participants of the Wilson Sons stock option scheme exercised 475,050 options. As a result, the non-controlling interest in Wilson Sons increased from 41.84% at 31 December 2019 to 42.23% at 31 December 2020. The Group received US$3,336,000 (2019: US$133,000) from the exercise of stock options in the period.

 
                                2020     2019 
                             US$'000  US$'000 
---------------------------  -------  ------- 
The following amounts have 
 been recognised in the 
 consolidated statement 
 of comprehensive income 
Movement attributable to 
 equity holders of parent      1,679       61 
Movement attributable to 
 non-controlling interest      1,657       72 
---------------------------  -------  ------- 
 
   30.    Notes to the cash flow statement 
 
                                                            Year ended   Year ended 
                                                           31 December  31 December 
                                                                  2020         2019 
                                                               US$'000      US$'000 
---------------------------------------------------------  -----------  ----------- 
Reconciliation from profit before tax to net cash from 
 operating activities 
Profit before tax                                               74,580       82,530 
Share of results of joint venture                                4,142        (564) 
Returns on investment portfolio at FVTPL                      (33,383)     (34,716) 
Other investment income                                        (1,644)      (6,052) 
Finance costs                                                   23,210       27,736 
Operating profit                                                66,905       68,934 
Adjustments for: 
Amortisation of right-of-use assets                             10,706       12,389 
Depreciation of property, plant and equipment                   47,793       50,353 
Impairment charge                                                (382)       13,025 
Amortisation of intangible assets                                2,824        3,380 
Share based payment credit                                         127          370 
Loss on disposal of property, plant and equipment                  317        (294) 
Post-employment benefits                                           134            - 
Decrease in provisions                                           1,030          421 
---------------------------------------------------------  -----------  ----------- 
Operating cash flows before movements in working capital       129,454      148,578 
(Increase)/decrease in inventories                             (1,257)          368 
Decrease in receivables                                          8,141       16,213 
Decrease in payables                                           (8,914)      (1,525) 
(Increase)/decrease in other non-current assets                 22,565      (5,123) 
Foreign exchange losses on monetary items                        7,551           79 
---------------------------------------------------------  -----------  ----------- 
Cash generated by operations                                   157,540      158,590 
Income taxes paid                                             (29,137)     (23,324) 
Interest paid                                                 (22,703)     (28,957) 
---------------------------------------------------------  -----------  ----------- 
Net cash from operating activities                             105,700      106,309 
---------------------------------------------------------  -----------  ----------- 
 

Non-cash movements in financing

In addition to the cash flow movements in financing arrangements the group was subject to the following cash and non-cash movements:

 
                                   Loans and Borrowings   Lease Liabilities         Total Liabilities from 
                                                                                      financing activities 
                                                US$'000             US$'000                        US$'000 
------------------------------    ---------------------  ------------------  ----------------------------- 
At 1 January 2019                               307,306             194,133                        501,439 
Cash flows                                     (85,856)             (6,424)                       (92,820) 
Foreign exchange gains/(losses)                 (1,947)             (8,470)                       (10,417) 
New loans/leases                                113,629                 226                        113,855 
Contractual amendments                                -              14,434                         14,434 
Interest paid                                  (11,840)            (16,806)                       (28,646) 
Interest accrued                                 13,062              16,799                         29,861 
Other                                               624                 256                            880 
--------------------------------  ---------------------  ------------------  ----------------------------- 
At 1 January 2020                               334,978             194,198                        529,126 
Cash flows                                     (25,725)             (6,345)                       (32,070) 
Foreign exchange gains/(losses)                (23,818)            (45,521)                       (68,839) 
New loans/leases                                 51,455               5,695                         57,150 
Contractual amendments                                -               9,712                          9,712 
Interest paid                                   (8,569)            (14,111)                       (22,680) 
Interest accrued                                 13,840              14,096                         27,936 
Other                                                 -                 220                            220 
At 31 December 2020                             342,661             157,894                        500,555 
--------------------------------  ---------------------  ------------------  ----------------------------- 
 

The Group classifies interest paid as cash flows from operating activities.

Cash and cash equivalents

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

Exclusive investment fund

The Group has investments in an exclusive investment fund managed by Itaú BBA S.A. that is consolidated in these financial statements. The fund portfolio is marked to fair value on a daily basis. This fund's financial obligations are limited to service fees to the asset management company employed to execute investment transactions, audit fees and other similar expenses. The fund's investments are highly liquid, readily convertible to known amounts of cash and subject to insignificant risk of changes in value.

Additionally, the Group has investments in an exchange fund managed by Itaú Cambial FICFI to reduce the currency volatility of US Dollar linked commitments.

Cash and cash equivalents held in Brazil amount to US$53.8 million (2019: US$35.7 million).

Cash equivalents are held for the purpose of meeting short-term cash commitments and not for investment purposes.

   31.    Share options 

Stock option scheme

On 13 November 2013, the board of Wilson Sons approved a Stock Option Plan which allowed for the grant of options to eligible participants to be selected by the board. The shareholders of Wilson Sons in a special general meeting approved the plan on 8 January 2014 including an increase in the authorised capital of Wilson Sons through the creation of up to 4,410,927 new shares. The options provide participants with the right to acquire shares via BDRs in Wilson Sons at a predetermined fixed price not less than the three-day average mid-price for the days preceding the date of option issuance. The Stock Option Plan is detailed below:

 
                          Original               Exercise 
                Grant      vesting       Expiry     price                                              Outstanding       Total 
Options 
series           date         date         date      (R$)     Number    Expired  Exercised     Vested   not Vested  Subsisting 
--------  -----------  -----------  -----------  --------  ---------  ---------  ---------  ---------  -----------  ---------- 
07 ESO - 
 3 Year    10/01/2014   10/01/2017   10/10/2024     31.23    961,653  (178,695)  (192,505)    590,453            -     590,453 
07 ESO - 
 4 Year    10/01/2014   10/01/2018   10/01/2024     31.23    961,653  (178,695)  (192,506)    590,452            -     590,452 
07 ESO - 
 5 Year    10/01/2014   10/01/2019   10/01/2024     31.23    990,794  (184,110)  (186,099)    620,585            -     620,585 
07 ESO - 
 3 Year    13/11/2014   13/11/2017   13/11/2024     33.98     45,870   (17,490)    (3,630)     24,750            -      24,750 
07 ESO - 
 4 Year    13/11/2014   13/11/2018   13/11/2024     33.98     45,870   (17,490)    (3,630)     24,750            -      24,750 
07 ESO - 
 5 Year    13/11/2014   13/11/2019   13/11/2024     33.98     47,260   (18,020)    (3,740)     25,500            -      25,500 
07 ESO - 
 3 Year    11/08/2016   11/08/2019   11/08/2026     34.03     82,500          -    (5,000)     77,500            -      77,500 
07 ESO - 
 4 Year    11/08/2016   11/08/2020   11/08/2026     34.03     82,500          -    (5,000)     77,500            -      77,500 
07 ESO - 
 5 Year    11/08/2016   11/08/2021   11/08/2026     34.03     85,000          -          -          -       85,000      85,000 
07 ESO - 
 3 Year    16/05/2017   16/05/2020   15/05/2027     38.00     20,130          -          -     20,130            -      20,130 
07 ESO - 
 4 Year    16/05/2017   16/05/2021   15/05/2027     38.00     20,130          -          -          -       20,130      20,130 
07 ESO - 
 5 Year    16/05/2017   16/05/2022   15/05/2027     38.00     20,740          -          -          -       20,740      20,740 
07 ESO - 
 3 Year    09/11/2017   09/11/2020   09/11/2027     40.33     23,760   (11,880)          -     11,880            -      11,880 
07 ESO - 
 4 Year    09/11/2017   09/11/2021   09/11/2027     40.33     23,760   (11,880)          -          -       11,880      11,880 
07 ESO - 
 5 Year    09/11/2017   09/11/2022   09/11/2027     40.33     24,480   (12,240)          -          -       12,240      12,240 
--------  -----------  -----------  -----------  --------  ---------  ---------  ---------  ---------  -----------  ---------- 
Total                                                      3,436,100  (630,500)  (592,110)  2,063,500      149,990   2,213,490 
-----------------------------------------------  --------  ---------  ---------  ---------  ---------  -----------  ---------- 
 

The following table illustrates the number and weighted average exercise prices (WAEP) of and movements in share options over the last two years.

 
                                    Number  WAEP (R$) 
-------------------------------  ---------  --------- 
Subsisting at 1 January 2019     2,755,940      31.96 
Exercised during the year(1)      (17,400)      31.23 
Expired during the year           (36,000)      40.33 
-------------------------------  ---------  --------- 
Subsisting at 31 December 2019   2,702,540      31.85 
Exercised during the year(2)     (475,050)      31.23 
Expired during the year           (14,000)      33.98 
-------------------------------  ---------  --------- 
Subsisting at 31 December 2020   2,213,490      31.96 
-------------------------------  ---------  --------- 
 
   1          The weighted average share price at the date of exercise of these options was R$40.87. 
   2          The weighted average share price at the date of exercise of these options was R$45.76. 

The options terminate on the expiry date or immediately on the resignation of the director or senior employee, whichever is earlier. Options lapse if not exercised within 6 months of the date that the participant ceases to be employed or hold office within the Group by reason of, amongst others, injury, disability, retirement or dismissal without just cause.

The following Fair Value expense of the grant to be recorded as a liability in the respective accounting periods was determined using the Binomial model based on the assumptions detailed below:

 
                     Projected IFRS2 
                  Fair Value expense 
Period                       US$'000 
----------------  ------------------ 
10 January 2014                2,826 
10 January 2015                3,296 
10 January 2016                3,409 
10 January 2017                2,331 
10 January 2018                1,303 
10 January 2019                  370 
10 January 2020                  206 
10 January 2021                   99 
10 January 2022                   27 
----------------  ------------------ 
Total                         13,867 
----------------  ------------------ 
 
 
                                10 January  13 November  11 August    16 May  9 November 
                                      2014         2014       2016      2017        2017 
------------------------------  ----------  -----------  ---------  --------  ---------- 
Closing share price (in Real)      R$30.05      R$33.50    R$32.15   R$38.00     R$38.01 
Expected volatility                 28.00%       29.75%     31.56%    31.82%      31.82% 
Expected life                     10 years     10 years   10 years  10 years    10 years 
Risk free rate                       10.8%       12.74%     12.03%    10.17%      10.17% 
Expected dividend yield               1.7%         4.8%       4.8%      4.8%        4.8% 
------------------------------  ----------  -----------  ---------  --------  ---------- 
 

Expected volatility was determined by calculating the historical volatility of the Wilson Son's share price. The expected life used in the model has been adjusted based on management's best estimate for exercise restrictions and behavioural considerations.

   32.    Commitments 

At 31 December 2020 the Group had entered into commitment agreements with respect to the investment portfolio. These commitments relate to capital subscription agreements entered into by Ocean Wilsons (Investments) Limited. The expiry dates of the outstanding commitments in question may be analysed as follows:

 
                                           2020     2019 
                                        US$'000  US$'000 
--------------------------------------  -------  ------- 
Within one year                           4,670    2,978 
In the second to fifth year inclusive     5,153    4,453 
After five years                         35,495   32,222 
--------------------------------------  -------  ------- 
                                         45,318   39,653 
--------------------------------------  -------  ------- 
 

The expiry date is not indicative of when commitment calls may be made and could be accelerated. There may be situations when commitments may be extended by the manager of the underlying structure beyond the initial expiry date dependent upon the terms and conditions of each individual structure.

At 31 December 2020, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to US$1.6 million (2019: US$3.0 million). The amount mainly relates to capital expenditure for the Salvador container terminal.

   33.    Retirement benefit schemes 

Defined contribution schemes

The Group operates defined contribution retirement benefit schemes for all qualifying employees of its Brazilian business. The assets of the scheme are held separately from those of the Group in funds under the control of independent managers.

The total cost charged to the income statement of US$0.6 million (2019: US$0.7 million) represents contributions payable to the scheme by the Group at rates specified in the rules of the plan.

   34.    Related party transactions 

Transactions between the Company and its subsidiaries which are related parties have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its associates, joint ventures and other investments are disclosed below:

 
                                                            Revenue from services       Amounts paid/Cost of services 
                                                           ------------------------    ------------------------------- 
                                                           31 December  31 December        31 December     31 December 
                                                                  2020         2019               2020            2019 
                                                               US$'000      US$'000            US$'000         US$'000 
---------------------------------------------------------  -----------  -----------    ---------------  -------------- 
Joint ventures 
1.   Allink Transportes Internacionais Limitada(1)                   -            -              (223)           (339) 
2.   Consórcio de Rebocadores Barra de Coqueiros                -            -                  -               - 
3.   Consórcio de Rebocadores Baía de São 
     Marcos                                                        150          470              (154)               - 
4.   Wilson Sons Ultratug Participações S.A. 
     and subsidiaries(7)                                           506          584                  -               - 
5.   Atlantic offshore S.A.(8)                                       -            -                  -               - 
Others 
6.   Hanseatic Asset Management LBG(2)                               -            -            (3,130)         (3,417) 
7.   Gouvêa Vieira Advogados(3)                                 -            -               (51)            (66) 
8.   CMMR. Intermediacão Comercial Limitada(4)                  -            -                (6)            (81) 
9.   Jofran Services(5)                                                           -              (156)           (178) 
10.  Hansa Capital GMBH(6)                                                        -               (93)            (98) 
---  ----------------------------------------------------  -----------  -----------    ---------------  -------------- 
 
 
                                                                       Amounts owed                Amounts owed 
                                                                    by related parties          to related parties 
                                                                 ------------------------    ------------------------ 
                                                                 31 December  31 December    31 December  31 December 
                                                                        2020         2019           2020         2019 
                                                                     US$'000      US$'000        US$'000      US$'000 
---------------------------------------------------------------  -----------  -----------    -----------  ----------- 
Joint ventures 
1.   Allink Transportes Internacionais Limitada(1)                         -            -              -         (28) 
2.   Consórcio de Rebocadores Barra de Coqueiros                      -           62              -            - 
3.   Consórcio de Rebocadores Baía de São Marcos        1,535        2,383              -            - 
4.   Wilson Sons Ultratug and subsidiaries(7)                         10,346       10,088              -            - 
5.   Atlantic offshore S.A.(8)                                        20,617       20,167              -            - 
Others 
6.   Hanseatic Asset Management LBG(2)                                     -            -          (599)        (902) 
7.   Gouvêa Vieira Advogados(3)                                       -            -              -            - 
8.   CMMR. Intermediacão Comercial Limitada(4)                        -            -              -            - 
9.   Jofran Services(5)                                                    -            -              -            - 
10.  Hansa Capital GMBH(6)                                                 -            -              -            - 
---  ----------------------------------------------------------  -----------  -----------    -----------  ----------- 
 
 
 1.   Mr. A C Baião, a director of Wilson Sons Limited is a shareholder 
       and Director of Allink Transportes Internacionais Limitada. Allink 
       Transportes Internacionais Limitada is 50% owned by the Group. 
 2.   Mr. W H Salomon is chairman of Hanseatic Asset Management LBG. Fees 
       were paid to Hanseatic Asset Management LBG for acting as Investment 
       Manager of the Group's investment portfolio. 
 3.   Mr. J F Gouvêa Vieira is a partner in the law firm Gouvêa 
       Vieira Advogados. Fees were paid to Gouvêa Vieira Advogados for 
       legal services. 
 4.   Mr. C M Marote, a Director of Wilson Sons Limited is a shareholder 
       and Director of CMMR. Intermediacão Comercial Limitada. Fees were 
       paid to CMMR. Intermediacão Comercial Limitada for consultancy 
       services. 
 5.   Mr. J F Gouvêa Vieira is a Director of Jofran Services. Directors' 
       fees were paid to Jofran Services. 
 6.   Mr. C Townsend is a Director of Hansa Capital GmbH. Directors' fees 
       were paid to Hansa Capital GmbH. 
 7.   Related party loans with Wilson, Sons Ultratug Participações 
       S.A. (interest - 0.3% per month with no maturity date) and other trade 
       payables and receivables from Wilson, Sons Offshore S.A. and Magallanes 
       Navegação Brasileira S.A. 
 8.   Related party loans with Atlantic Offshore S.A. (with no interest and 
       with no maturity date). 
 

Remuneration of key management personnel

The remuneration of the executive directors and other key management of the Group is set out below in aggregate for the categories specified in IAS 24 Related Party Disclosures.

 
                                        Year ended  Year ended 
                                              2020        2019 
                                           US$'000     US$'000 
--------------------------------------  ----------  ---------- 
Short-term employee benefits                 9,297       7,958 
Other long-term employee benefits              468         344 
Defined contribution pension payments          647         725 
Share based payment expense                    206         370 
                                            10,618       9,397 
--------------------------------------  ----------  ---------- 
 
   35.    Financial instruments 

Capital risk management

The Group manages its capital to ensure that entities in the Group are viable and will be able to continue as a going concern. The capital structure of the Group consists of debt, which is long term in nature, which includes the borrowings disclosed in note 23 and also the lease liabilities included in note 15, cash and cash equivalents, investments, and equity attributable to equity holders of the parent comprising issued capital, reserves and retained earnings disclosed in the consolidated statement of changes in equity.

The Group borrows to fund capital projects and looks to cash flow from these projects to meet repayments. Working capital is funded through cash generated by operating revenues. There were so significant changes in capital during the year relative to the Group policy.

Externally imposed capital requirement

The Group is not subject to any externally imposed capital requirements.

Significant accounting policies

Details of significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expense are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in note 2 to the financial statements.

Categories of financial instruments

 
                                                                    31 December  31 December 
                                                                           2020         2019 
                                                                        US$'000      US$'000 
------------------------------------------------------------------  -----------  ----------- 
Financial assets 
Designated as fair value through profit or loss                         307,874      284,763 
Receivables (including cash and cash equivalents)                       186,017      141,943 
Financial liabilities 
Financial instruments classified as amortised cost                    (500,555)    (575,866) 
Financial instruments classified as cash flow hedge (Derivatives)             -            - 
------------------------------------------------------------------  -----------  ----------- 
 

Financial risk management objectives

The Wilson Sons corporate treasury function provides services to the business, co-ordinates access to domestic and international financial markets and manages the financial risks relating to the operations of the company. A financial risk committee meets regularly to assess financial risks and decide mitigation based on guidelines stated in the Wilson Sons financial risk policy. The primary objective is to minimise exposure to those risks by assessing and controlling the credit and liquidity risks. These risks include market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk.

Ocean Wilsons (Investments) Limited does not have a policy of borrowing to invest and so is not exposed to interest rate risk directly. The fund has significant liquid assets, the Company is therefore no exposed to liquidity risks. The principal risk faced by the fund is market price risk.

The Group may use derivative financial instruments to hedge these risk exposures. The Group does not enter into trading financial instruments, including derivative financial instruments for speculative purposes.

Credit risk

The Group's principal financial assets are cash, trade and other receivables, related party loans and financial assets designated as fair value through profit or loss. The Group's credit risk is primarily attributable to its bank balances, trade receivables, related party loans and investments. The amounts presented as receivables in the balance sheet are shown net of allowances for bad debts.

The Wilson Sons group invests temporary cash surpluses in government and private bonds, according to regulations approved by management, which follow the Wilson Sons group policy on credit risk concentration. Credit risk on investments in non-government backed bonds is mitigated by investing only in assets issued by leading financial institutions. The Group stipulates a cash allocation limit per bank, in addition to investment rules according to rating classification. The Company invests in banks with rating classification BBB (limited to a maximum of 15%), from A to AA (limited to a maximum of 40%) or AAA (limited to a minimum of 40% and maximum of 100%).

The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies. The credit risk on investments held for trading is limited because the counterparties with whom the Group transacts are regulated institutions or banks with high credit ratings. The Company's appointed Investment Manager, Hanseatic Asset Management LBG, evaluates the credit risk on trading investments prior to and during the investment period.

The Group has no significant concentration of credit risk. Regular credit evaluation is performed on the financial condition of accounts receivable.

Operational trade receivables

An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision matrix is initially based on the Group's historical observed default rates. The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as historically trade receivables are generally received in 30 days.

 
                                        1-30    31-90   91-180  More than 
                            Current     days     days     days   180 days    Total 
31 December 2020            US$'000  US$'000  US$'000  US$'000    US$'000  US$'000 
--------------------------  -------  -------  -------  -------  ---------  ------- 
Expected credit loss rate     0.09%    0.09%    3.30%   12.77%     62.48% 
Receivables for services     34,561    4,800      852      197        742   41,152 
Accumulated credit loss        (35)      (4)     (28)     (25)      (462)    (554) 
--------------------------  -------  -------  -------  -------  ---------  ------- 
 
 
                                        1-30    31-90   91-180  More than 
                            Current     days     days     days   180 days    Total 
31 December 2019            US$'000  US$'000  US$'000  US$'000    US$'000  US$'000 
--------------------------  -------  -------  -------  -------  ---------  ------- 
Expected credit loss rate     0.19%    0.19%    1.78%   12.11%     60.38% 
Receivables for services     37,146    7,641    1,434      694      1,076   47,991 
Accumulated credit loss        (63)     (15)     (26)     (84)      (649)    (837) 
--------------------------  -------  -------  -------  -------  ---------  ------- 
 

Market risk

The Group's activities expose it primarily to the financial risks of changes in foreign currency exchange rates, interest rates and market prices.

Foreign currency risk management

The Group undertakes certain transactions denominated or linked to foreign currencies and therefore exposures to exchange rate fluctuations arise. The Group operates principally in Brazil with a substantial proportion of the Group's revenue, expenses, assets and liabilities denominated in the Real. Due to the high cost of hedging the Real, the Group does not normally hedge its net exposure to the Real, as the Board does not consider it economically viable.

Payments from investments in fixed assets are denominated in Real and US Dollars. These investments are subject to currency fluctuations between the time that the price of goods or services are settled and the actual payment date. The resources and their application are monitored with the objective of matching the currency cash flows and due dates. The Group has contracted US Dollar-denominated and Real-denominated debt and the cash and cash equivalents balances are also US Dollar-denominated and Real-denominated.

In general terms, for operating cash flows, the Group seeks to neutralise the currency risk by matching assets (receivables) and liabilities (payments). Furthermore, the Group seeks to generate an operating cash surplus in the same currency in which the debt service of each business is denominated.

The carrying amount of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:

 
             Liabilities          Assets 
           ----------------  ---------------- 
              2020     2019     2020     2019 
           US$'000  US$'000  US$'000  US$'000 
---------  -------  -------  -------  ------- 
Real       354,244  381,839  156,099  173,593 
Sterling        22       21   11,492   11,094 
Euro             -        -   31,147   27,033 
Yen              -        -    5,125    4,022 
---------  -------  -------  -------  ------- 
           354,266  382,306  203,863  217,049 
---------  -------  -------  -------  ------- 
 

Foreign currency sensitivity analysis

The Group is primarily exposed to unfavourable movements in the Real on its Brazilian liabilities held by US Dollar functional currency entities.

The sensitivity analysis below refers to the position at 31 December 2020 and estimates the impacts of a Real devaluation against the US Dollar. Three exchange rate scenarios are shown: a likely scenario (probable) and two possible scenarios of a 25% devaluation (possible) and a 50% devaluation (remote) in the exchange rate. The Group uses the Brazilian Central Bank's "Focus" report to determine the probable scenario.

 
                                                               31 December 2020 
                                                                Exchange rates 
                                                         ---------------------------- 
                                                         Probable  Possible    Remote 
                               Amount                    scenario  scenario  scenario 
Operation            Risk  US Dollars            Result               (25%)     (50%) 
------------------  -----  ----------  ----------------  --------  --------  -------- 
Exchange rate                                                5.20      6.50      7.80 
-------------------------  ----------  ----------------  --------  --------  -------- 
Total assets          BRL     156,099  Exchange effects      (99)  (31,299)  (52,099) 
Total liabilities     BRL     354,244  Exchange effects       225    71,029   118,231 
------------------  -----  ----------  ----------------  --------  --------  -------- 
                                             Net effect       126    39,730    66,132 
 ------------------------  ----------  ----------------  --------  --------  -------- 
 
 
                                                               31 December 2019 
                                                                Exchange rates 
                                                         ---------------------------- 
                                                         Probable  Possible    Remote 
                               Amount                    scenario  scenario  scenario 
Operation            Risk  US Dollars            Result               (25%)     (50%) 
------------------  -----  ----------  ----------------  --------  --------  -------- 
Exchange rate                                                4.05      5.06      6.08 
-------------------------  ----------  ----------------  --------  --------  -------- 
                                                          US$'000   US$'000   US$'000 
------------------  -----  ----------  ----------------  --------  --------  -------- 
Total assets          BRL     174,900  Exchange effects     (815)  (34,844)  (57,530) 
Total liabilities     BRL     382,285  Exchange effects     1,822    77,914   128,643 
------------------  -----  ----------  ----------------  --------  --------  -------- 
                                             Net effect     1,007    43,070    71,113 
 ------------------------  ----------  ----------------  --------  --------  -------- 
 

The Real foreign currency impact is mainly attributable to the exposure of outstanding Real receivables and payables of the Group at the year end. In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year.

Interest rate risk management

The Group is exposed to interest rate risk as entities in the Group borrow funds at both fixed and floating interest rates. The Group holds most of its debts linked to fixed rates. Most of the Group's fixed rate loans are with the FMM (Fundo da Marinha Mercante).

Other loans exposed to floating rates are as follows:

 
 --   TJLP (Brazilian Long-Term Interest Rate) for Brazilian Real denominated 
       funding through a FINAME credit line for port and logistics operations 
 --   DI (Brazilian Interbank Interest Rate) for Brazilian Real denominated 
       funding in logistics operations; and 
 --   IPCA (Brazilian National Consumer Prices) for Brazilian Real denominated 
       funding in port operations and offshore support bases. 
 

The Group's Brazilian Real-denominated investments yield interest rates corresponding to the DI daily fluctuation for privately issued securities and/or "Selic-Over" government-issued bonds. The US Dollar-denominated investments are partly in time deposits, with short-term maturities.

The Group has floating rate financial assets consisting of bank balances principally denominated in US Dollars and Real that bear interest at rates based on the banks' floating interest rate.

Interest rate sensitivity analysis

The following analysis concerns a possible fluctuation of income or expenses linked to the transactions and scenarios shown, without considering their fair value. For floating rate liabilities and investments, the analysis is prepared assuming the amount of the liability outstanding or cash invested at balance sheet date was outstanding or invested for the whole year.

 
                               31 December 2020 
                         ---------------------------- 
Transaction              Probable  Possible    Remote 
                         scenario  scenario  scenario 
                                      (25%)     (50%) 
-----------------------  --------  --------  -------- 
Loans - CDI(1)              2.95%     3.69%     4.43% 
Loans - TJLP(2)             4.39%     5.49%     6.59% 
Loans - IPCA(3)             4.31%     5.39%     6.47% 
Investments - LIBOR(4)      1.36%     1.44%     1.53% 
Investments - CDI           2.95%     3.69%     4.43% 
-----------------------  --------  --------  -------- 
 
 
Transaction                                           Probable  Possible    Remote 
                                  Amount              scenario  scenario  scenario 
                        Risk  US Dollars      Result               (25%)     (50%) 
                                                       US$'000   US$'000   US$'000 
--------------------  ------  ----------  ----------  --------  --------  -------- 
Loans - CDI              CDI      64,439    Interest         -         -         - 
Loans - TJLP            TJLP         841    Interest     (440)     (746)   (1,050) 
Loans - IPCA            IPCA      55,141    Interest         -       (6)      (12) 
Loans - Fixed            N/A     222,240        None         -     (415)     (825) 
--------------------  ------  ----------  ----------  --------  --------  -------- 
Total loans                      342,661                 (440)   (1,167)   (1,887) 
----------------------------  ----------  ----------  --------  --------  -------- 
 
Investments - LIBOR    LIBOR      39,997      Income         -        15        31 
Investments - CDI        CDI      52,995      Income       218       619     1,020 
--------------------  ------  ----------  ----------  --------  --------  -------- 
Total investments                 92,922                   218       634     1,051 
----------------------------  ----------  ----------  --------  --------  -------- 
                                          Net Income     (222)     (533)     (836) 
 ---------------------------  ----------  ----------  --------  --------  -------- 
 
   1.         CDI - Information source: B3 (Brasil Bolsa Balcão), report dated 8 January 2021. 

2. TJLP - Information source: BNDES (Banco Nacional de Desenvolvimento Econômico e Social), report dated 8 January 2021.

   3.         IPCA - Information source: Bloomberg, report dated 8 January 2021. 

4. LIBOR - Information source: BM&F (Bolsa de Mercadorias e Futuros), report dated 6 January 2021.

The net effect was obtained by assuming a 12-month period starting at 31 December 2020 in which interest rates vary and all other variables are held constant. The scenarios represent the difference between the weighted scenario rate and actual rate.

 
                               31 December 2019 
                         ---------------------------- 
Transaction              Probable  Possible    Remote 
                         scenario  scenario  scenario 
                                      (25%)     (50%) 
-----------------------  --------  --------  -------- 
Loans - CDI(2)              4.50%     5.63%     6.75% 
Loans - TJLP(3)             5.09%     6.36%     7.64% 
Loans - IPCA                4.31%     5.39%     6.47% 
Investments - LIBOR(1)      3.17%     3.67%     4.16% 
Investments - CDI           4.50%     5.63%     6.75% 
-----------------------  --------  --------  -------- 
 
 
Transaction                                           Probable            Possible    Remote 
                                  Amount              scenario            scenario  scenario 
                        Risk  US Dollars      Result                         (25%)     (50%) 
                                                       US$'000             US$'000   US$'000 
--------------------  ------  ----------  ----------  --------  ------------------  -------- 
Loans - CDI              CDI      65,974    Interest      (47)               (574)   (1,095) 
Loans - TJLP            TJLP       1,190    Interest         -                (10)      (20) 
Loans - IPCA            IPCA      39,680    Interest         -               (317)     (632) 
Loans - Fixed            N/A     228,134        None         -                   -         - 
--------------------  ------  ----------  ----------  --------  ------------------  -------- 
Total loans                                               (47)               (901)   (1,747) 
----------------------------  ----------  ----------  --------  ------------------  -------- 
 
Investments - LIBOR    LIBOR      24,153      Income         -                  56       111 
Investments - CDI        CDI      34,739      Income        85               1,105     2,125 
--------------------  ------  ----------  ----------  --------  ------------------  -------- 
Total investments                 58,892                    85               1,161     2,236 
----------------------------  ----------  ----------  --------  ------------------  -------- 
                                          Net Income        38                 260       489 
 ---------------------------  ----------  ----------  --------  ------------------  -------- 
 
   1.         LIBOR - Information source: Bloomberg, report dated 14 January 2020. 

2. CDI - Information source: BM&F (Bolsa de Mercadorias e Futuros), report dated 17 January 2020.

3. TJLP - Information source: BNDES (Banco Nacional de Desenvolvimento Economico e Social), report 14 January 2020.

The net effect was obtained by assuming a 12-month period starting 31 December 2019 in which interest rates vary and all other variables are held constant. The scenarios represent the difference between the weighted scenario rate and actual rate.

Investment portfolio

Interest rate changes will always impact equity prices. The level and direction of change in equity prices is subject to prevailing local and world economics as well as market sentiment all of which are difficult to predict with any certainty.

Derivative financial instruments

The Group may enter into derivatives contracts to manage risks arising from interest rate fluctuations. All such transactions are carried out within the guidelines set by the Wilson Sons risk management committee. Generally, the Group seeks to apply hedge accounting in order to manage volatility.

Market price sensitivity

By the nature of its activities, the Group's investments are exposed to market price fluctuations. However, the portfolio as a whole does not correlate exactly to any Stock Exchange Index as it is invested in a diversified range of markets. The Investment Manager and the Board monitor the portfolio valuation on a regular basis and consideration is given to hedging the portfolio against large market movements.

The sensitivity analysis below has been determined based on the exposure to market price risks at the year end and shows what the impact would be if market prices had been 5, 10 or 20 percent higher or lower at the end of the financial year. The amounts below indicate an increase in profit or loss and total equity where market prices increase by 5, 10 or 20 percent, assuming all other variables are kept constant. A fall in market prices of 5, 10 or 20 percent would give rise to an equal fall in profit or loss and total equity.

 
                        31 December 2020 
                 ------------------------------- 
                        5%        10%        20% 
                  scenario   scenario   scenario 
                   US$'000    US$'000    US$'000 
---------------  ---------  ---------  --------- 
Profit or loss      15,394     30,787     61,574 
Total equity        15,394     30,787     61,574 
---------------  ---------  ---------  --------- 
 
 
                        31 December 2019 
                 ------------------------------- 
                        5%        10%        20% 
                  scenario   scenario   scenario 
                   US$'000    US$'000    US$'000 
---------------  ---------  ---------  --------- 
Profit or loss      14,238     28,476     56,953 
Total equity        14,238     28,476     56,953 
---------------  ---------  ---------  --------- 
 

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults.

The Group's sales policy is subordinated to the credit sales rules set by Wilson Sons management which seek to mitigate any loss from customers' delinquency.

Trade receivables consist of a large number of customers. Regular credit evaluation is performed on the financial condition of accounts receivable. Trade and other receivables disclosed in the balance sheet are shown net of the allowance for bad debts. The allowance is booked whenever a loss is identified based on past experience or there is an indication of impaired cash flows.

Ocean Wilsons (Investments) Limited primarily transacts with regulated institutions on normal market terms which are trade date plus one to three days. The levels of amounts outstanding from brokers are regularly reviewed by the Investment Manager. The duration of credit risk associated with the investment transaction is the period between the date the transaction took place, the trade date and the date the stock and cash are transferred, and the settlement date. The level of risk during the period is the difference between the value of the original transaction and its replacement with a new transaction.

Based on historical experience, the Company considers a financial asset in default when contractual payments are 180 days past due. So that, it is possible to consider that a default rate should be the average of the default after 180 days, net of the recoverability percentage of these receivables.

In addition, Ocean Wilsons (Investments) Limited invests in limited partnerships and other similar investment vehicles. The level of credit risk associated with such investments is dependent upon the terms and conditions and the management of the investment vehicles. The Board reviews all investments at its regular meetings from reports prepared by the Company's Investment Manager.

Liquidity risk management

Liquidity risk is the risk that the Group will encounter difficulty in fulfilling obligations associated with its financial liabilities that are settled with cash payments or other financial assets. The Group's approach in managing liquidity is to ensure that the Group always has sufficient liquidity to fulfil its obligations that expire, under normal and stressed conditions, to avoid damage to the reputation of the Group. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The Group ensures it has sufficient cash reserves to meet the expected operational expenses, including financial obligations. This practice excludes the potential impact of extreme circumstances that cannot be reasonably foreseen except for those taken this year in response to Covid-19 liquidity management.

The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay. The table includes both interest and principal cash flows.

 
                                          Weighted 
                                           average 
                                         effective  Less than 
                                     interest rate  12 months  1-5 years  5+ years    Total 
                                                 %    US$'000    US$'000   US$'000  US$'000 
-----------------------------------  -------------  ---------  ---------  --------  ------- 
31 December 2020 
Non-interest bearing                             -          -          -         -        - 
Variable interest rate instruments           2.78%     35,923     61,088    49,272  139,983 
Fixed interest rate instruments              2.75%     31,136    100,087   131,858  263,081 
Lease liability (under IAS 17)               8.77%     19,153     66,718   292,766  378,637 
                                                       86,212    227,893   467,596  781,701 
-----------------------------------  -------------  ---------  ---------  --------  ------- 
31 December 2019 
Non-interest bearing                             -     57,104          -         -   57,104 
Variable interest rate instruments           3.07%     12,654     67,648    26,542  106,844 
Fixed interest rate instruments              2.75%     30,869    101,423   138,093  270,385 
Lease liability (under IAS 17)               3.17%         49         11         -       60 
Lease liability                              8.80%     22,918     81,410   371,236  475,564 
-----------------------------------  -------------  ---------  ---------  --------  ------- 
                                                      123,594    250,492   535,871  909,957 
-----------------------------------  -------------  ---------  ---------  --------  ------- 
 

The Group expects to meet its other obligations from operating cash flows and proceeds of maturing financial assets.

Fair value of financial instruments

The fair value of financial assets and liabilities traded in active markets are based on quoted market prices at the close of trading on 31 December 2020. The quoted market price used for financial assets held by the Company utilise the last traded market prices.

Fair value measurements recognised in the statement of financial position

IFRS 13 requires the disclosure of fair value measurements by level of the following fair value measurement hierarchy:

Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and

Level 3 Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

Assessing the significance of a particular input requires judgement, considering factors specific to the asset or liability.

The following table provides an analysis of financial instruments recognised in the statement of financial position by the level of hierarchy:

 
                                              Level 1  Level 2  Level 3    Total 
                                              US$'000  US$'000  US$'000  US$'000 
--------------------------------------------  -------  -------  -------  ------- 
31 December 2020 
Financial assets at FVTPL 
Non-derivative financial assets for trading    19,634  189,103   99,137  307,874 
Short-term investments                         39,590        -        -   39,590 
--------------------------------------------  -------  -------  -------  ------- 
 
 
                                              Level 1  Level 2  Level 3    Total 
                                              US$'000  US$'000  US$'000  US$'000 
--------------------------------------------  -------  -------  -------  ------- 
31 December 2019 
Financial assets at FVTPL 
Non-derivative financial assets for trading    18,490  165,010  101,263  284,763 
Short-term investments                         14,077        -        -   14,077 
--------------------------------------------  -------  -------  -------  ------- 
 

Valuation Process

Investments whose values are based on quoted market prices in active markets and are classified within Level 1 include active listed equities. The Group does not adjust the quoted price for these investments.

Financial instruments that trade in markets that are not considered active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within Level 2. These include certain private investments that are traded over the counter.

Investments classified within Level 3 have significant unobservable inputs as they trade infrequently and are not quoted in an active market. The Group investments include holdings in limited partnerships and other private equity funds which may be subject to restrictions on redemptions such as lock up periods, redemption gates and side pockets.

Valuations are the responsibility of the Board of Directors of the Company. The Group's Investment Manager considers the valuation techniques and inputs used in valuing these funds as part of its due diligence prior to investing to ensure they are reasonable and appropriate. Therefore, the net asset value ("NAV") of these funds may be used as an input into measuring their fair value. In measuring this fair value, the NAV of the funds is adjusted, if necessary, for other relevant factors known of the fund. No such adjustments were identified in the year. In measuring fair value, consideration is also paid to any clearly identifiable transactions in the shares of the fund.

Depending on the nature and level of adjustments needed to the NAV and the level of trading in the fund, the Group classifies these funds as either Level 2 or Level 3. As observable prices are not available for these securities, the Company values these based on an estimate of their fair value, which is determined as follows. The Group obtains the fair value of their holdings from valuation statements provided by the managers of the invested funds. Where the valuation statement is not stated as at the reporting date, the Group adjusts the most recently available valuation for any capital transactions made up to the reporting date. When considering whether the NAV of the underlying managed funds represent fair value, the Investment Manager considers the valuation techniques and inputs used by the managed funds in determining their NAV.

The underlying funds use a blend of methods to determine the value of their own NAV by valuing underlying investments using methodology consistent with the International Private Equity and Venture Capital Valuation Guidelines ('IPEV'). IPEV guidelines generally provides five ways to determine the fair market value of an investment:

 
 (i)     binding offer on the company 
 (ii)    transaction multiples 
 (iii)   market multiples 
 (iv)    net assets 
 (v)     discounted cash flows. 
 

Such valuations are necessarily dependent upon the reasonableness of the valuations by the fund managers of the underlying investments. In the absence of contrary information, these values are relied upon.

Periodically the Investment Manager considers historical alignment to actual market transactions for a sample of realised investments.

Investment in private equity funds require a long-term commitment with no certainty of return and the Group's intention is to hold Level 3 investments to maturity. In the unlikely event that the Group is required to liquidate these investments then the proceeds received may be less than the carrying value due to their illiquid nature. The following table summarises the sensitivity of the Company's Level 3 investments to changes in fair value due to illiquidity at 31 December 2020. The analysis is based on the assumptions that the proceeds realised will be decreased by 5%, 10% or 20%, with all other variables held constant. This represents the Directors' best estimate of a reasonable possible impact that could arise from a disposal due to illiquidity.

 
                            31 December 2020 
                 --------------------------------------- 
                 5% scenario  10% scenario  20% scenario 
                     US$'000       US$'000       US$'000 
---------------  -----------  ------------  ------------ 
Profit or loss         4,957         9,914        19,827 
---------------  -----------  ------------  ------------ 
Total equity           4,957         9,914        19,827 
---------------  -----------  ------------  ------------ 
 
 
                            31 December 2019 
                 --------------------------------------- 
                 5% scenario  10% scenario  20% scenario 
                     US$'000       US$'000       US$'000 
---------------  -----------  ------------  ------------ 
Profit or loss         5,063        10,126        20,253 
---------------  -----------  ------------  ------------ 
Total equity           5,063        10,126        20,253 
---------------  -----------  ------------  ------------ 
 

Sensitivity analysis in relation to Level 3 investments has been included in the market price risk management analysis where the Group has shown impacts to the value of investments if market prices had been 5%, 10% or 20% higher or lower at the end of the financial year.

 
                                                                            2020      2019 
Reconciliation of Level 3 fair value measurements of financial assets:   US$'000   US$'000 
-----------------------------------------------------------------------  -------  -------- 
Balance at 1 January                                                     101,263   111,309 
Transfers out of Level 3 to Level 2                                            -  (10,732) 
Total losses in the Statement of Comprehensive Income                    (1,952)   (1,546) 
Purchases and drawdowns of financial commitments                           9,486    10,462 
Repayments of capital                                                    (9,660)   (8,230) 
-----------------------------------------------------------------------  -------  -------- 
Balance at 31 December                                                    99,137   101,263 
-----------------------------------------------------------------------  -------  -------- 
 

During 2020, none of the investments moved between classification levels.

   36.    Post-employment benefits 

The Group operates a private medical insurance scheme for its employees which requires the eligible employees to pay fixed monthly contributions. In accordance with Brazilian law, eligible employees with greater than ten years' service acquire the right to remain in the plan following retirement or termination of employment, generating a post-employment commitment for the Group. Ex-employees remaining in the plan will be liable for paying the full cost of their continued scheme membership. The present value of actuarial liabilities at 31 December 2020 is approximately US$1.6 million (2019: US$2.4 million). The future actuarial liability for the Group relates to the potential increase in plan costs resulting from additional claims as a result of the expanded membership of the scheme.

 
                                         31 December  31 December 
                                                2020         2019 
                                             US$'000      US$'000 
---------------------------------------  -----------  ----------- 
Present value of actuarial liabilities         1,641        2,369 
---------------------------------------  -----------  ----------- 
 

Actuarial assumptions

The calculation of the liability generated by the post-employment commitment involves actuarial assumptions. The following are the principal actuarial assumptions used:

Economic and Financial Assumptions

 
                                                      31 December           31 December 
                                                             2020                  2019 
------------------------------------------  ---------------------  -------------------- 
Annual interest rate                                        7.90%                 6.76% 
Estimated inflation rate in the long-term                   3.50%                 3.50% 
Ageing Factor                                 Based on the experience of Wilson Sons(1) 
Medical cost trend rate                                6.09% p.a.             6.09% p.a 
------------------------------------------  ---------------------  -------------------- 
 
 
 1   The amount of current contributions of retirees and medical costs 
      used in the actuarial valuation, both in monthly amounts per health 
      care provider, may vary between R$117.06 and R$12,036.51 (absolute 
      value). 
 

Biometric and Demographic Assumptions

 
                                                       31 December                31 December 
                                                              2020                       2019 
---------------------------------------  -------------------------  ------------------------- 
Employee turnover                                           21.27%                     21.27% 
Mortality table                                            AT-2000                    AT-2000 
Disability table                                Álvaro Vindas         Álvaro Vindas 
Retirement Age                                          100% at 62                 100% at 62 
Employees who opt to keep the 
 health plan after retirement 
 and termination                                               23%                        23% 
Probability of marriage                    80% of the participants    80% of the participants 
                                            Men 3 years older than     Men 3 years older than 
Age difference for active participants                   the woman                  the woman 
                                         Composition of the family  Composition of the family 
Family composition after retirement                          group                      group 
---------------------------------------  -------------------------  ------------------------- 
 
   37.    Coronavirus ("Covid-19") 
   37.1   General Context 

Liquidity

At 31 December 2020 the Group's cash, cash equivalents and short-term investments amounted to US$63.3 million. In the first quarter of 2020 the Company signed financing agreements totalling US$24.6M denominated in Brazilian Real to reinforce short-term liquidity given the volatility caused by the Covid-19 crisis on global markets.

In the second quarter of 2020 the Brazilian National Economic and Social Development Bank (BNDES) granted Wilson Sons eligibility for the Covid-19 "Standstill Agreement". This allows for the postponement of principal and interest payments that occurred between May and October 2020, a payment deferment of approximately US$10.3 million for the Company's consolidated companies and US$9.9 million regarding the Company's 50% share in the offshore support vessel joint venture. Loan repayments are to be made according to the remaining terms of the contracts included in the scheme. In the first quarter of 2021 the Company has signed for a second five-month standstill to defer approximately US$7.5 million for the Company's consolidated entities and US$8.9 million regarding the Company's 50% share in the offshore support vessel joint venture between January 2021 and May 2021.

Additionally, in the last quarter of 2020, the Company signed a Covid-19 related "Standstill Agreement" with the Banco do Brazil delaying repayment of approximately US$3.7 million for the Company's consolidated companies and US$1.9 million regarding the Company's 50% share in the offshore support vessel joint venture.

As both BNDES and Banco do Brazil as state controlled entities the deferrals and standstill agreements noted above are government assistance that has been received in the year.

The Company has also implemented other austerity measures such as a temporary dividend reduction which was later reinstated and paid during the year and has also taken advantage of tax payment deferrals in line with government incentives, which therefore represent government assistance received during the year.

Covenants

On 31 December 2020 the Group was in compliance with all loan covenants.

Estimated Credit Losses

In view of the current scenario of economic uncertainties caused by the Covid-19 pandemic, the Group has reviewed the assumptions that make up the methodology to measure expected credit losses and has not observed an increase in customer default due to the outbreak. It is worth mentioning that Management of Wilson Sons continues to monitor collections and assess potential impacts that could affect the Company's performance and consequently, the measurement of expected credit losses.

Impairment

At the time of writing, Covid-19 impacts have not caused any changes in the circumstances that could require an impairment charge to be made against the Group's assets.

Management will continue to review key assumptions used in determining value and carefully monitor short-term fluctuations and macroeconomic assumptions related to the impact of Covid-19.

Lease Arrangements

At this time, there have been no long-term changes in the scope of the Company's leases and right-of-use assets, including adding or terminating the right to use one or more underlying assets, or extending or reducing the term of the contractual leases. The Company has obtained some short-term reductions and postponements of lease payments, which according to the amendment to IFRS 16 that the company adopted during the year were not considered modifications to existing leases.

Investment Portfolio and Liquidity

In the Investment Manager Report, the Investment Manager, details the impact of market volatility and market rebound during the year after the initial market decline in March 2020 as it related to the Covid-19 pandemic.

Cash requirements for the portfolio are closely monitored. If sufficient resources are not available to meet short-term cash flow requirements, the Investment Manager could meet that requirement through a combination of a sale of liquid assets or the use of a loan facility that if drawn is secured against the investment portfolio. A significant percentage of the portfolio has daily or weekly liquidity. The loan facility was used during the period to manage short term cash flow requirements. There was no outstanding balance for this facility at 31 December 2020.

Enquiries:

Company Contact:

Leslie Rans, CPA 1 (441) 295 1309

Media:

   David Haggie               020 7562 4444 

Haggie Partners LLP

Brokers:

   Peel Hunt                     020 7418 8900 

Sam Cann, Charles Batten

Investment Banking

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FR UNSNRASUOAAR

(END) Dow Jones Newswires

March 16, 2021 12:57 ET (16:57 GMT)

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