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ATLANTIC LITHIUM LIMITED Preliminary results for the twelve months ended 31 March 2024

Transparency directive : regulatory news

11/07/2024 08:00

Global Ports Holding PLC (GPH)
Preliminary results for the twelve months ended 31 March 2024

11-Jul-2024 / 07:00 GMT/BST


Global Ports Holding Plc

Preliminary results for the twelve months ended 31 March 2024

Global Ports Holding Plc (“GPH” or “Group”), the world’s largest independent cruise port operator, today announces its unaudited results for the 12 month period from 1 April 2023 to 31 March 2024 (the “Reporting Period”).

Key Financials & KPIs1

12 months ended

12 months ended

YoY change

3 months ended

3 months ended

31-Mar-24

31-Mar-23

(%)

31-Mar-24

31-Mar-23

 

 

 

 

 

 

Passengers (m)2

13.4

9.2

46%

3.24

2.43

Total Revenue ($m)

193.6

213.6

-9%

42.4

39.7

Adjusted Revenue ($m)3

172.7

117.2

47%

36.9

25.0

Segmental EBITDA ($m)4

115.4

80.0

44%

22.5

16.1

Adjusted EBITDA ($m)5

106.9

72.7

47%

19.3

13.5

Segmental EBITDA Margin (%)

66.8%

68.3%

 

60.9%

64.5%

Adjusted EBITDA Margin (%)

61.9%

62.0%

 

52.2%

54.2%

Operating Profit ($m)

66.2

28.2

135%

 

 

Profit/(Loss) before tax ($m)

14.3

(9.5)

n/a

 

 

Profit/(Loss) after tax ($m)

10.3

(10.5)

n/a

 

 

Underlying profit($m) 6

40.7

13.5

202%

 

 

EPS (c) 7

15.9

(16.8)

n/a

 

 

Adjusted EPS (c) 8

61.5

21.4

187%

 

 

 

 

 

 

 

 

 

31-Mar-24

31-Mar-23

 

 

 

Gross Debt (IFRS) ($m)

897.5

672.4

 

33%

 

Gross Debt ex IFRS 16 Leases ($m)

835.5

612.3

 

36%

 

Net Debt ex IFRS 16 Leases ($m)

674.5

494.0

 

37%

 

Cash and Cash Equivalents ($m)

161.0

118.3

 

36%

 

 

 

Mehmet Kutman, Co-Founder, Chief Executive Office and Chairman, said:

“The 2024 Reporting Period was one of significant achievement for Global Ports Holding. We successfully expanded our cruise port network, completed our largest-ever investment project, and increased our shareholding at a number of key ports. In addition, we strengthened our balance sheet through a successful investment grade-rated issuance of secured private placement notes and extended the concession length at a number of ports.

We have started the 2024 cruise season strongly and we are well positioned to be a key enabler and beneficiary of the cruise industry’s continued growth and success in the years ahead.”

Key Highlights

  • GPH welcomed 13.4 million passengers across the consolidated port network in the Reporting Period, a 46% increase on the 2023 Reporting Period
  • Adjusted Revenue for the Reporting Period was USD 172.7 million, a 47% increase on the USD 117.2 million in the prior Reporting Period
  • Adjusted EBITDA rose 47% to USD 106.9 million, reflecting the positive impact of the higher passenger volumes and its impact on Adjusted Revenue
    • We successfully completed USD 187 million of investment-grade long-term project financing for San Juan Cruise Port and took over cruise operations in the fourth quarter of the Group’s financial year. Additionally, we added Bremerhaven Cruise Port to the network
    • Based on current call lists across our current consolidated and managed cruise port network, we currently forecast that we will welcome over 16 million passengers in the 2025 Reporting Period. Including equity-accounted ports, annual passenger volumes are expected to be nearly 20 million for the 2025 Reporting Period
    • Shortly after the end of the Reporting Period:
      • Saint Lucia Cruise Port joined the network when operations commenced under a 30-year concession agreement
      • Signed and started operations under a 50-year concession agreement for Liverpool Cruise Port
      • Majority GPH-owned joint venture awarded a preferred bidder status for 15-year concession for Casablanca Cruise Port

Balance Sheet

At 31 March 2024, IFRS Gross Debt was USD 897.5 million (Ex IFRS-16 Leases Gross Debt: USD 835.5 million), compared to USD 672.4 million (Ex IFRS-16 Leases Gross Debt: USD 612.3 million) at 31 March 2023.

The main driver of the increase in Gross Debt were two bonds totalling USD 145 million of investment-grade long-term project financing for San Juan Cruise Port (additional USD 42 million were issued shortly after the end of the Reporting Period in form of forward committed bonds). USD 110 million was raised through the issuance of a Series A bonds due 2045, which has been placed in the US municipal bond market at an average coupon rate of 6.6%. USD 77 million was raised through the issuance of a Series B bonds due 2039 to US institutional investors at a fixed coupon of 7.21%.

The bonds have received an investment-grade credit of BBB- from S&P. The Series A bond will fully amortize over 21 years, with a weighted average duration of c.19 years. The Series B bond will fully amortize over 15 years, with a weighted average duration of c12 years.

Nassau Cruise Port successfully refinanced its local bond issued in June 2023. The refinancing resulted in an increase in the nominal outstanding amount to USD 145 million (from USD 134.4 million) and a reduction in the fixed coupon to 6.0% (from 8.0%), reducing the annual interest payment by USD 2.0 million. The maturity date of 2040 remains unchanged as does the principal repayment schedule which is ten equal annual payments from June 2031. The bond remains unsecured, and non-recourse to GPH or any other Group entity.

Net debt Ex IFRS-16 Leases was USD 674.5 million at the end of the Reporting Period compared to USD 494.0 million as at 31 March 2023. At 31 March 2024, GPH had cash and cash equivalents of USD 161.0 million, compared to USD 118.3 million at 31 March 2023 with the increase mainly due to the aforementioned bond issuance at San Juan Cruise Port.

Concession Extensions

At the start of the Reporting Period, GPH reached an agreement to extend its concession agreement for Ege Port, Kusadasi. The original concession agreement was due to expire in July 2033, but following this extension agreement, it will now expire in July 2052.

In exchange for extending the existing concession agreement, Ege Port has paid an upfront concession fee of TRY 725.4 million (USD 38 million at the then prevailing exchange rate). In addition, Ege Port has committed to invest up to a further 10% of the upfront concession fee within the next 5 years into improving and enhancing the cruise port and retail facilities at the port and will pay a variable concession fee equal to 5% of its gross revenues during the extension period starting after July 2033.

The up-front concession fee payment was financed by partial utilisation, shortly before the start of the Reporting Period, of the USD 75 million growth facility provided by Sixth Street. As part of the additional drawdown with Sixth Street, GPH issued warrants to Sixth Street representing an additional 2.0% of GPH’s fully diluted share capital (in addition to warrants issued at financial closing in July 2021 equivalent to 9.0% of GPH’s fully diluted share capital).

The upfront concession fee was funded by a capital increase at Ege Port. This capital increase was provided by GPH only, and as a result, GPH’s equity stake in Ege Port increased to 90.5% (from 72.5%).

Similar to the extension of Cagliari Cruise Port in 2023, our concession for Catania Cruise Port was extended by two years to 2028 without any cost to GPH as compensation for the Covid-19 pandemic period.

Issue of New Ordinary Shares

At the start of the Reporting Period, GPH had approximately USD 25 million in outstanding subordinated shareholder loans from its largest shareholder, Global Yatırım Holding A.Ş (Global Investments Holding, “GIH”). This long-term funding support was used to finance expansion projects and general corporate purposes.

During the Reporting Period, GPH issued 5,144,445 new ordinary shares of £0.01 each to GIH at a price of 206.5358 pence per ordinary share in partial satisfaction of the debt owed to GIH equivalent to USD 13.8 million. These new ordinary shares represented approximately 8.2% of the company's issued share capital. 

Shortly before the end of the Reporting Period, Sixth Street exercised warrants over an aggregate 8,395,118 new ordinary shares.  Following this warrant exercise, the Company’s issued share capital admitted to trading consisted of 76,433,126 ordinary shares of GBP 0.01 each.

Increases in ownership percentage at ports

During the Reporting Period, GPH purchased from the minority shareholder a 38% shareholding in Barcelona Port Investments S.L. (BPI), taking GPH’s holding in BPI to 100%. The transaction terms are confidential, however, the purchase price was below USD 20 million.

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

Outlook

Based on call lists across our consolidated and managed cruise port network, we expect to welcome over 16 million passengers in the upcoming 2025 Reporting Period. Including equity-accounted ports, annual passenger volumes are expected to be nearly 20 million for the 2025 Reporting Period.

 

Notes                         

  1. All $ refers to United States Dollar unless otherwise stated
  2. Passenger numbers refer to consolidated and managed portfolio consolidation perimeter; hence it excludes equity accounted ports La Goulette, Lisbon, Singapore, Venice and Vigo.
  3. Adjusted revenue is calculated as total revenue excluding IFRIC-12 construction revenue
  4. Segmental EBITDA includes the EBITDA from all equity consolidated ports and the pro-rata Net Profit of equity-accounted associates La Goulette, Lisbon, Singapore, Venice and Vigo and the contribution from management agreements
  5. Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses
  6. Underlying Profit is calculated as profit / (loss) for the year after adding back: amortisation expense in relation to Port Operation Rights, non-cash provisional income and expenses, non-cash foreign exchange transactions and specific non-recurring expenses and income.
  7. Earnings per share is calculated as profit after tax divided by weighted average number of shares
  8. Adjusted earnings per share is calculated as underlying profit divided by weighted average number of shares

 

 

 

 

For further information, please contact:

CONTACT

 

 

For investor, analyst and financial media enquiries:

 

For media enquiries:

Global Ports Holding, Investor Relations

 

Global Ports Holding

Martin Brown

 

Ceylan Erzi

Telephone: +44 (0) 7947 163 687

 

Telephone: +90 212 244 44 40

Email: martinb@globalportsholding.com

 

Email: ceylane@globalportsholding.com

 

Chairman and CEO Statement

The 2024 Reporting Period was one of significant achievements for GPH. We successfully expanded our cruise port network, completed our largest ever investment project, and increased our shareholding at a number of key ports.

In addition, we strengthened our balance sheet through a successful investment grade rated notes issue and extended the concession length at a number of ports. Alongside these significant achievements, our consolidated ports welcomed 13.4 million passengers, marking a 46% increase compared to the previous period and driving record EBITDA.

These achievements have been delivered against a background of ongoing geopolitical issues and a challenging economic environment. The economic environment saw central bankers and the public grapple with the challenges of high inflation and rising global interest rates, while ongoing conflicts in Ukraine and the Middle East impacted individuals’ propensity to travel to nearby regions.

The long lead times on cruise bookings compared to land-based tourism mean that passenger demand is largely unaffected by macroeconomic events. Thus far, the inflationary and rising interest rate environment has no identifiable impact on passenger demand. The industry is not immune from geopolitical issues, and a number of ships were redeployed away from conflict areas during the Reporting Period. During these incredibly difficult times, our thoughts are with those people who have been and continue to be deeply affected by conflicts.

By the end of the Reporting Period, we had achieved a number of significant milestones for the Group:

• Welcomed 13.4 million cruise passengers across our consolidated portfolio, an increase of 46%.

• Two new cruise ports added to our network.

• Successfully concluded the financing and began port operations for San Juan Cruise Port.

• Increased our stakes in several ports (Barcelona Cruise Port, Ege Port, Lisbon Cruise Port, Malaga Cruise Port, Singapore Cruise Port).

• Extended our concession for Ege Port by 19 years.

• Successfully issued USD 330 million of investment-grade rated private placement notes, a strong endorsement of our unique business model and strong infrastructure characteristics.

Our people

Central to our business and essential to our continued success are the dedicated 900 employees who work tirelessly across our global operations. We prioritize hiring local talent at our ports, providing strong links to the local destination, enhancing our understanding of the local environment and ensuring our talent pool reflects the destinations where we work. We aim to attract, train, and retain top talent in the sector and to achieve this, we are committed to investing in our people by offering opportunities for continuous learning and development and opportunities to grow their careers.

During the Reporting Period, we took steps to further enhance the health and well-being of our employees, equipping them with the tools and support required to allow them to improve their mental health and wellbeing. Our employees are key to the success of our business, and providing them with these tools will help them to support the company in achieving its goals.

Network Growth

Inorganic growth is a core aspect of our strategy, and we are dedicated to the successful execution of our inorganic growth strategy. We believe that the expansion and scale of our network, along with our unparalleled expertise in investing in and transforming cruise port infrastructure, has established GPH as the definitive market leader in cruise port development.

Cruise ports currently face both exciting opportunities and significant challenges. The increasing number and capacity of cruise ships means that many ports currently lack the infrastructure to accommodate the growing size of modern cruise ships and the anticipated rise in passenger numbers. Consequently, significant infrastructure investments will be necessary for these ports to stay competitive and relevant. This need for port infrastructure investment and the benefits to all stakeholders of global best practices are key drivers of GPH’s pipeline of new port opportunities.

In addition to adding ports to our network, we extended the concession length at several ports and increased our shareholding in others. Our concession for Catania Cruise Port was extended by two years to 2028 and the concession for Ege Port, Kuşadası was increased to 2052 from 2033, while our shareholding increased from 72.5% to 90.5%. We also increased our shareholding in Barcelona and Malaga Cruise Ports to 100% from 62% and increased our effective interest in Singapore Cruise Port to 40% from 24.8% and Lisbon Cruise Port to 50% from 46.2%.

These concession extensions and changes in ownership represent substantial growth potential for our business.

Sustainability

During the reporting period, our Sustainability Working Group and Sustainability Committee were setup and collaborated with external consultants to initiate a project for implementing the Task Force on Climate-related Financial Disclosures (TCFD) requirements and to conduct a comprehensive review of our current Environmental, Social, and Governance (ESG) processes and projects.

GPH has always strived to be a good corporate citizen. We are committed to minimising our operations’ environmental impact, collaborating closely with local stakeholders, and engaging with local charities to raise funds and support our communities. Our people’s safety, health, and wellbeing remain a top priority for the Board and senior management.

We recognise that we all face a climate crisis and that there is an urgency to act and for us all to play a part in the transition to a sustainable low carbon economy. The formalisation of our sustainability strategy and the introduction of goals and targets recognises our need to go beyond just being a good corporate citizen.

While we continue to work on a number of exciting sustainability projects, including the widespread adoption of solar power across our cruise ports, we recognise the need for us to do more. As part of the TCFD project, scenario analysis and planning workshops have considered potential impacts across our business and how we might and could respond.  New climate risks have been integrated into our risk management framework and governance and we are now better placed than ever to report regularly and manage effectively on our sustainability goals and targets.

Possible offer

On 14 June 2024, GIH, the controlling shareholder of GPH, announced that it was considering a possible cash offer for the issued and to be issued share capital of GPH. GPH has this morning separately announced notice of its intention to delist from the London Stock Exchange’s main market and from the Official List of the FCA. GIH, main shareholder of the Company, as the controlling shareholder intends to seek delisting of the Company and taking it private.

GIH must, by no later than 5.00pm on 12 July 2024, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

The Future

The global cruise industry reached new highs in calendar year 2023, welcoming 31.7 million passengers, which is 107% of 2019 levels. The year ahead is expected to see this passenger levels reach new highs, with the major cruise lines reporting record booking patterns for 2024 and welcoming new ships to their fleets. By 2027, global cruise passenger volumes are expected to grow to close to 40 million passengers, a CAGR of close to 6%.

The global cruise fleet is currently expected to welcome 62 new ships by 2036, with Norwegian Cruise Line Holdings’ recently announcing it would build eight new ships by 2036, taking its total number of new ships to 13 ships over the next 12 years. MSC Cruises, will launch eight new ships by the end of 2028.

This positive momentum in the number of ships and passenger volumes, supports continued strong underlying organic growth in passenger volumes at GPH. More importantly, this growth in the number of ships and size of ships increases the need for cruise ports to invest in their infrastructure so they can accommodate this growth.

GPH’s experience of transformational cruise port investment and significant experience and know-how in port and destination development, destination marketing and global cruise port operations means we are very well-positioned to play a pivotal role in the continued development and growth of the global cruise industry.

We look forward to the future with continued excitement and optimism.

Operational Review

GPH welcomed a record number of cruise ships and passengers across its global operations in the 2024 Reporting Period and once again expanded its port network by adding several new cruise ports.

During the Reporting Period, we re-aligned the geographical reach of our reporting segments, with Kalundborg, Denmark and Bremerhaven, Germany moved to the new Central Med and Northern Europe reporting segment.

 

Regional Breakdown

12 months ended

12 months ended

YoY Change

 

31-Mar-24

31-Mar-23

(%)

 

 

 

 

Americas

 

 

 

Adjusted Revenue ($m)

62.8

40.3

55.9%

Segmental EBITDA ($m)

42.2

29.0

45.5%

EBITDA Margin (%)

67.2%

72.0%

 

Passengers (m)

5.9

4.4

33.8%

Revenue per passenger ($)

10.7

9.2

16.5%

 

 

 

 

West Med & Atlantic

 

 

 

Adjusted Revenue ($m)

39.6

26.7

48.3%

Segmental EBITDA ($m)

31.5

19.4

62.0%

EBITDA Margin (%)

79.6%

72.9%

 

Passengers (m)

4.5

2.9

56.1%

Revenue per passenger ($)

8.8

9.3

-5.0%

 

 

 

 

Central Med

 

 

 

Adjusted Revenue ($m)

21.9

14.8

48.6%

Segmental EBITDA ($m)

10.4

7.8

33.3%

EBITDA Margin (%)

47.5%

52.9%

 

Passengers (m)

1.7

1.0

70.7%

Revenue per passenger ($)

12.7

14.6

-12.9%

 

 

 

 

East Med & Adriatic

 

 

 

Adjusted Revenue ($m)

34.0

24.1

41.3%

Segmental EBITDA ($m)

26.6

19.4

37.5%

EBITDA Margin (%)

78.3%

80.5%

 

Passengers (m)

1.3

0.9

40.7%

Revenue per passenger ($)

26.2

26.1

0.4%

 

 

 

 

Other

 

 

 

Adjusted Revenue ($m)

14.4

11.3

26.9%

Segmental EBITDA ($m)

4.6

4.3

7.0%

EBITDA Margin (%)

32.2%

38.2%

 

 

 

 

 

Unallocated (HoldCo)

 

 

 

Adjusted EBITDA ($m)

(8.5)

(7.3)

16.4%

 

 

 

 

Group

 

 

 

Adjusted Revenue ($m)

172.7

117.2

47.4%

Adjusted EBITDA ($m)

106.9

72.7

47.1%

EBITDA Margin (%)

61.9%

62.0%

 

Passengers (m)

13.4

9.2

46.0%

Revenue per passenger ($)

12.9

12.7

1.0%

 

Americas

For most of the 2024 Reporting Period, GPH’s cruise operations in the Americas included the Company’s two Caribbean ports, Nassau and Antigua, and Prince Rupert, Canada. San Juan Cruise Port joined the network for around six weeks before the end of the Reporting Period after reaching financial close on 14 February 2024, and Saint Lucia Cruise Port joined the network shortly after the end of the 2024 Reporting Period.

Trading in the Americas soared to new heights in the Reporting Period. Passenger volumes rose 34%, reaching 5.9 million, a substantial increase from the 4.4 million recorded in 2023, while call volumes rose a more modest 21%. This includes a small contribution from the partial operating period of San Juan Cruise Port of 258k passengers.

The 30-year concession for San Juan Cruise Port, Puerto Rico, began towards the end of the Reporting Period. Well positioned to be included in both Eastern Caribbean and Southern Caribbean itineraries and benefitting from its status as a US territory with good airport and hotel infrastructure, San Juan Cruise Port is an attractive homeport destination.

During an initial investment phase, GPH plans to invest in critical infrastructure repairs and upgrades, focusing on terminal buildings and walkways. San Juan Cruise Port handled 1.8 million unique passenger movements in 2019 and is expected to become GPH’s third-largest port.

During the Reporting Period, GPH made further progress with its expansion in the Americas region, signing a 30-year concession, with a 10-year extension option, for Saint Lucia Cruise Port. The port joined the network shortly after the end of the Reporting Period.

As part of the Saint Lucia Cruise Port concession, GPH is committed to substantial upgrades to the cruise port facilities, including expanding existing berths. Saint Lucia Cruise Port, which welcomed c800k passengers annually before the pandemic, is expected to experience a rise in passenger volumes to over 1 million in the medium term due to these enhancements.

West Med & Atlantic

GPH’s West Med and Atlantic region includes Spanish ports Alicante, Barcelona, Fuerteventura, Lanzarote, Las Palmas, Malaga, Tarragona, and the equity pick-up contribution from Vigo, Lisbon and Singapore. Shortly after the end of the Reporting Period, GPH was awarded preferred bidder status for a 15-year concession agreement for Casablanca Cruise Port, Morocco.

Cruise activity in the West Med and Atlantic region experienced a strong rise in the 2024 Reporting Period, delivering a 31% rise in call volumes compared to the comparable 2023 Reporting Period, with passenger volumes rising an impressive 56% to 4.5 million. The comparable 2023 Reporting Period was impacted by pandemic-related restrictions. These restrictions had been fully removed by the end of calendar year 2022, helping to drive the strong improvement in the 2024 Reporting Period.

During the Reporting Period, GPH purchased a 38% holding in Barcelona Port Investments S.L., taking its holding to 100%. This transaction resulted in GPH’s indirect holding in Creuers De Port de Barcelona S.A  increasing to 100%, raising GPH’s interest in both Barcelona Cruise Port and Malaga Cruise Port to 100% from 62%. Additionally, GPH’s effective interest in Singapore Cruise Port rose to 40% from 24.8% and its effective interest in Lisbon Cruise Port rose from 46.2% to 50%.

During the Reporting Period, we made significant progress with our investment in a new terminal building in Tarragona. The terminal, with a cafeteria, retail premises and offices, opened in June 2024. It has been designed and constructed with sustainability and eco-efficiency at the heart of the process. Extensive use of solar panels should ensure it is self-sustainable in terms of its energy needs, while environmentally friendly practices and technology will ensure efficient management of natural resources such as water.

Construction work at both Las Palmas Cruise Port and Alicante Cruise Port began during the Reporting Period.

Central Med & Northern Europe

Our Central Mediterranean region encompasses Valletta Cruise Port, Malta, GPH’s four Italian ports (Cagliari, Catania, Crotone, and Taranto), Kalundborg, Denmark and the equity pick-up contribution from La Goulette, Tunisia, and Venice Cruise Port, Italy.

In the 2024 Reporting Period, cruise calls in this region experienced a modest 3% increase. However, passenger volumes surged 71% to 1.7 million, a significant increase from the 973k million passengers welcomed in the comparable Reporting Period and surpassing the pre-pandemic figure of 1.4 million in calendar year 2019.

This strong growth was primarily driven by the strong volumes across the industry and the impact of pandemic-related restrictions in the comparable Reporting Period.

During the Reporting Period, GPH successfully extended its concession at Cagliari Cruise Port and Catania Cruise Port by an additional two years until 2029 and 2028 respectively. Shortly after the end of the Reporting Period, GPH signed a 50-year concession agreement for Liverpool Cruise Port, UK.

The local authorities are currently investing multimillion Euros in the port's cruise facilities and piers, which are poised for expansion and renewal. Shortly after the end of the Reporting Period, GPH signed a 50-year concession agreement Liverpool Cruise Port, UK.

In Malta, the project to bring shore power to five cruise ship quays at Valletta Cruise Port was completed during the Reporting Period. This initiative, funded by Infrastructure Malta and Transport Malta, is one of the first in the Mediterranean and will help reduce harmful emissions from cruise ships by up to 90%. GPH hopes this project will act as a blueprint for other destinations and stakeholders as our ports and the cruise industry moves to a more sustainable future.

East Med & Adriatic

GPH’s East Med & Adriatic operations include the flagship Turkish port Ege Port, as well as Bodrum Cruise Port, Türkiye and Zadar Cruise Port, Croatia.

In the East Mediterranean and Adriatic region, cruise calls increased 6% and passenger volumes rose 43% during the year. This increase brought passenger volumes to 1.3 million, a substantial increase from the less than 600,000 passengers handled in 2019. Ege Port's continued success has been instrumental in driving this growth, solidifying its position as the premier cruise port in Turkey.

During the Reporting Period, GPH agreed to extend its concession agreement for Ege Port in Kusadasi, adding 19 years to the concession period, which now ends in July 2052. As part of this agreement, Ege Port paid an upfront concession fee of TRY 725.4 million (USD 38 million at the then prevailing exchange rate). Additionally, Ege Port committed to investing an amount equivalent to 10% of the upfront concession fee within the next five years to enhance the port's cruise port and retail facilities.

A capital increase was implemented at Ege Port to fund the upfront concession fee, with GPH providing the necessary funds. This capital increase led to GPH increasing its equity stake in Ege Port to 90.5%, up from 72.5%.

Other

GPH's "Other" reporting segment encompasses various operations, including our commercial port, Port of Adria in Montenegro, our management agreement for Ha Long Cruise Port in Vietnam, and contributions from our Ancillary Port Services businesses.

GPH’s Ancillary Port Services encompass services such as stevedoring and waste removal, as well as Destination and Shoreside Services, Area & Terminal management services and Crew Services.

Port of Adria, GPH’s sole commercial port, demonstrated strong performance throughout the Reporting Period. The Company’s Board continues to actively explore various options regarding Port of Adria, including the possibility of its sale.

Financial Review

The Group generated Adjusted revenue of USD 172.7 million, a significant increase on the USD 117.2 million in the prior Reporting Period. This increase was driven by higher passenger volumes stemming from the impact of new ports, strong cruise call volumes and improved occupancy rates across the industry. We welcomed 13.4 million passengers in the Reporting Period compared to 9.2 million in the prior Reporting Period, an increase of 46%.

Adjusted EBITDA, which reflects the performance from our ports after unallocated Holding Company expenses, was USD 106.9 million an increase of 47% compared to the USD 72.7 million in comparable Reporting Period. This increase in Adjusted EBITDA was driven by the increase in cruise activity in the Reporting Period.

Group revenue for the Reporting Period was USD 193.6 million (2023: USD 213.6 million). This includes USD 20.8 million of IFRIC 12 construction revenue (2023: USD 96.4 million), which means the expenditure for certain construction activities, namely in Nassau and recently acquired Spanish ports, is recognised as operating expenses and added with a margin to the Group’s revenue. IFRIC 12 construction revenue and margin has no impact on cash generation and is excluded from Segmental EBITDA.

Passenger volumes, Adjusted revenue and Adjusted EBITDA represented new record levels for the Company’s cruise operations, a reflection of the success of our ongoing organic and inorganic growth.

After depreciation and amortisation of USD 35.0 million (2023: USD 27.3 million), including USD 26.7 million (2023: USD 19.7 million) of port operating rights and right-of-use asset amortisation, and specific adjusting items of USD -1.4 million (2023: USD 12.9 million), the Company reported an Operating profit for the Reporting Period of USD 66.2 million, more than double the Operating profit of USD 28.2 million in the Previous Reporting Period. After net finance costs of USD 59.0 million (2023: USD 42.0 million), the profit before tax was USD 14.3 million, compared to a loss of USD 9.5 million in the Previous Reporting Period.

Cruise activity

During the Reporting Period we expanded the Central Med region to now include our recent new ports in Northern Europe. Liverpool Cruise Port and Bremerhaven Cruise Port will be added to this reporting segment and Kalundborg will be moved from West Med to this new Central Med & Northern Europe region. The impact to Segmental EBITDA mix in 2023 from the realignment is marginal.

Trading across all our regions improved strongly over the Reporting Period. The main driver of the strong growth was the full year effect of having no pandemic related restrictions which partially affected 2023. In addition, the cruise industry continued to grow thanks to new ships being delivered whereas the Group’s marque ports were able to grow stronger than the overall market. Furthermore, the Adjusted revenue growth is fuelled by continued investment and expansion into Ancillary revenue opportunities, including highlights like the completion of Nassau upland development in May 2023.

Segmental EBITDA for the Reporting Period was USD 115.4 million compared with USD 80.0 million in the Previous Reporting Period.

Revenue per passenger (or overall yield) was USD 12.9 in the Reporting Period, a modest increase on the USD 12.7 in the Previous Reporting Period. Ancillary yield per passenger varied was USD 2.4 compared to USD 2.3 during the Previous Reporting Period.

With our continued focus and ongoing investments into upland and terminal infrastructure we expect to increase the ancillary yield at newly acquired ports towards those of the more established ports in our network.

Adjusted EBITDA

Adjusted EBITDA for the Reporting Period, reflecting the EBITDA performance of our ports, less unallocated expenses, was USD 106.9 million, compared to USD 72.7 million in the Previous Reporting Period.

Our Adjusted EBITDA margin was 61.9%, in line with the 62.0% in the Previous Reporting Period. Despite the strong inorganic growth, where new ports generally have lower EBITDA margins when they join the GPH network, our Adjusted EBITDA margin was in line with the historically achieved 60% plus EBITDA margins.

Adjusted revenues increased by USD 55.6 million compared to the Previous Reporting Period, whereas Adjusted EBITDA increased by USD 34.2 million – a margin of 61.6% on the incremental Adjusted revenue.

Unallocated expenses

Unallocated expenses, which consist of Holding Company costs, were USD 8.5 million for the Reporting Period an increase of 16.4% compared with the USD 7.3 million for the Previous Reporting Period as we have fully normalised our central functions including discretionary activities such as marketing to the post-pandemic period.

More precisely, this increase was primarily driven by the continued normalisation of business activity and discretionary spending, such as marketing and travel expenses, as industry activity levels returned to pre-covid levels, as well as increased personal expenses as the Company is investing in building additional capabilities for future ancillary revenue and inorganic growth. We remain firmly focused on tight cost control, however, as the Group continues to grow geographically, vertically and in complexity Holding company costs should be expected to continue to grow year-on-year.

Depreciation and amortisation costs

Depreciation and amortisation of USD 35.0 million (2023: USD 27.3 million), including USD 26.7 million (2023: USD 19.7 million) of port operating rights and right-of-use amortisation. The difference is primarily driven by the higher amortisation and depreciation from Nassau where the transformational investment was completed (upland portion handed over in May 2023) and hence amortisation of the entire investment began during the Reporting Period in addition to the impact of foreign exchange movements.

Specific adjusting items

During the Reporting Period, specific adjusting items were USD -1.4 million compared with USD 12.9 million in the Previous Reporting Period. This decrease was primarily the result of the significant drop in project expenses, from USD 11.2 million in the Previous Reporting Period to USD -0.1 million, which is the result of the reversal and capitalisation of Project Expenses previously incurred for San Juan project at financial closing of this project in February 2024.

Furthermore, the non-cash IFRIC 12 construction margin adjusted in our Segmental EBITDA declined as the IFRIC 12 construction revenue declined post-completion of Nassau investment project.

Finance costs

The Group’s net finance charge in the Reporting Period was USD 59.0 million compared with USD 42.0 million in the Previous Reporting Period.

Finance income was higher due to foreign exchange gains of USD 8.0 million, which were USD 3.4 million in the prior Reporting Period, and higher interest income generated from the cash held on balance sheet increasing to USD 8.5 million driven by the higher interest rate environment during the Reporting Period compared to USD 1.6 million in 2023.

Finance costs rose to 75.8 million from USD 47.7 million last year. This was primarily due to higher interest expense on loans and borrowings of USD 58.6 million, compared to USD 34.7 million in the Previous Reporting Period. This is primarily due to increased interest expense as a result of higher borrowing, including USD 145 million of investment-grade long-term project financing for San Juan Cruise Port and the impact from the completion of construction at Nassau Cruise Port, with interest now fully expensed rather than capitalised.

In addition, Finance costs include USD 8.7 million Loan commission expenses (USD 3.3 million in 2023) at an elevated level due to prepayment premiums as a result of refinancing of the Sixth Street loan and issuing the USD 330 million notes in the Reporting Period.

Net interest expense on a cash basis was USD 51.9 million vs USD 33.1 million in the Previous Reporting Period with such increase partially driven by the fact that part of our HoldCo financing allowed payment in kind during parts of 2023 Reporting Period (Sixth Street loan allow PIK interest until 31 December 2022).

Taxation

The Group is a multinational group and is liable for taxation in multiple jurisdictions worldwide.

Profit before tax of USD 14.3 million compared to a loss before tax of USD 9.5 million in the prior Reporting Period. As a result, the Group reported an increased tax expense of USD 4.0 million compared to a USD 1.0 million tax expense in the Previous Reporting Period.

The Group pays corporate tax due to specific components being profitable and because losses created on other components cannot necessarily be utilised at the consolidated level. On a cash basis, the Group’s income taxes paid amounted to USD 4.7 million compared to USD 1.4 million in 2023.

Investing Activities

Capital expenditure during the Reporting Period was USD 160.8 million, compared to 100.9 million in the Previous Reporting Period. Total capital expenditure in the Americas region is USD 100.8 million (compared to USD 98.1 million in 2023). Most of this expenditure was related to the financial closing including upfront payments of USD 77 million plus transaction expenses due at such date for San Juan Cruise Port, as well as final stages of the upland development in Nassau Cruise Port.

Furthermore, the start of the investment activities in our recent Spanish acquisitions (Las Palmas, Alicante and Tarragona) led to a higher Capital expenditure in West Med & Atlantic region of USD 15.6 million (compared to USD 1.4 million in 2023). Another major driver of Capital expenditure in the Reporting Period came from the East Med region (USD 40.6 million compared to less than USD 1 million) mainly due to the Ege Port Concession Extension described below.

On a cash basis and including the impact of advances the net investment cash flow into acquisition of assets (CAPEX) amounted to USD 159.9 million compared to USD 78.6 million in the Previous Reporting Period.

Ege Port Concession Extension

At the start of the Reporting Period, GPH reached an agreement to extend its concession agreement for Ege Port, by an additional 19 years to July 2052.

A capital increase at Ege Port funded the upfront concession fee of TRY 725.4 million (ca. USD 38 million at the then prevailing exchange rate) related to this extension. This capital increase was provided by GPH only. As a result, GPH’s equity stake in Ege Port has increased to 90.5% (from 72.5%).

In addition, Ege Port has committed to invest an amount equivalent to 10% of the upfront concession fee within the next five years to improve and enhance the cruise port and retail facilities at the port, and will pay a variable concession fee equal to 5% of its gross revenues during the extension period starting after July 2033.

The upfront concession fee and related expenses were financed by GPH’s partial utilisation in an amount of USD 38.9 million of the USD 75 million growth facility provided by Sixth Street. As part of this additional USD 38.9 million drawdown, GPH has issued further warrants to Sixth Street representing an additional 2.0% of GPH’s fully diluted share capital (in addition to the warrants issued at financial closing in July 2021 equivalent to 9.0% of GPH’s fully diluted share capital). All Sixth Street Warrants were exercised and relevant additional ordinary shares issued shortly before the end of the Reporting Period. The drawdown of growth financing occurred shortly before the end of the Previous Reporting Period, whereas the extension was completed shortly thereafter.

Increase in port ownership percentages

During the Reporting Period, GPH purchased from the minority shareholder a 38% shareholding in Barcelona Port Investments S.L. (BPI), taking GPH’s holding in BPI to 100%.

The transaction terms are confidential, however, the purchase price was below USD 20 million. To finance the transaction a new loan facility of EUR 15 million was provided by a European bank.

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

Cash flow

The Group generated an Adjusted EBITDA of USD 106.9 million in the Reporting Period, compared to USD 72.7 million in the Previous Reporting Period.

Operating cash flow after income tax payment was USD 71.5 million, compared to USD 59.9 million in the Previous Reporting Period. This improvement primarily reflects the substantial increase in Adjusted EBITDA, negative impact of working capital of USD 26.5 million (vs positive USD 2.5 million in the Previous Reporting Period), and corrections for the cash impact of the profit from equity-accounted investees, below EBITDA cash items particularly Project expenses, with a combined impact of USD 4.1 million compared to USD 4.3 million in the Previous Reporting Period.

Working capital was impacted by the addition of new ports building up working capital there (including San Juan generating about 6 weeks of high-season revenue at the end of the Reporting Period), growth in the business activity and a one-off impact from Trade Payables related to payments to the Nassau Contractor amounting to approximately USD 13 million. As a result, the normalised working capital impact from operational activities is around USD 13 million, as mentioned mainly due to the strong growth in business activities. Any future increases in working capital cash flow impact will be related to organic or inorganic growth of the business.

Net interest expense of USD 43.3 million (net of interest received) reflects the cash costs of the outstanding gross debt, the increase, compared with the USD 31.3 million in the Previous Reporting Period, reflects the higher debt as a result of the new debt issuance and loan drawdowns, investment to increase percentage holdings in a number of ports and partial PIK payments in the Previous Reporting Period.

Net capital expenditure (net of advances used or paid), of USD 159.5 million, primarily reflects the expansion in the Caribbean (San Juan) and Ege Port concession extension payment.

Cash flow

12 months ended 31-Mar-24

 

12 months ended 31-Mar-23

Operating profit

66.2

 

28.2

Depreciation and Amortisation

35.0

 

27.3

Specific Adjusting Items

(1.4)

 

12.9

Share of profit of equity-accounted investees

7.1

 

4.3

Adjusted EBITDA

106.9

 

72.7

Working capital

(26.5)

 

3.00

Other

(4.1)

 

(14.4)

Operating Cash flow

76.2

 

61.3

Net interest expense

(43.3)

 

(31.3)

Tax paid

(4.7)

 

(1.4)

Net capital expenditure incl. advances

(159.5)

 

(78.5)

Free cash flow

(131.3)

 

(49.9)

Investments

(13.4)

 

Change in Gross debt

194.3

 

54.1

Dividends

(3.4)

 

(0.7)

Related party financing

1.9

 

21.9

Net Cash flow

48.0

 

25.0

 

Debt

Gross debt at 31 March 2024 was USD 897.5 million compared with USD 672.4 million at 31 March 2023. Excluding IFRS 16 lease obligations, gross debt at 31 March 2024 was USD 835.5 million compared with USD 612.3 million at 31 March 2023.

The main drivers for the increase in gross debt were two bonds totalling USD 145 million of investment-grade long-term project financing for San Juan Cruise Port (additional bonds with a nominal value of USD 42 million were issued shortly after the end of the Reporting Period in form of forward committed bonds).

USD 110 million was raised through the issuance of a Series A tax exempt bonds due 2045, which has been placed in the US municipal bond market at an average coupon rate of 6.6%. USD 77 million was raised through the issuance of Series B bonds due 2039 to US institutional investors at a fixed coupon of 7.21%.

The bonds have received an investment-grade credit of BBB- from S&P. The Series A bond will fully amortise over 21 years, with a weighted average duration of c.19 years. The Series B bond will fully amortise over 15 years, with a weighted average duration of c.12 years.

Nassau Cruise Port successfully refinanced its local bond issued in June 2023. The refinancing resulted in an increase in the nominal outstanding amount to USD 145 million (from USD 134.4 million) and a reduction in the fixed coupon to 6.0% (from 8.0%), reducing the annual interest payment by USD 2.0 million. The maturity date of 2040 remains unchanged as does the principal repayment schedule which is ten equal annual payments from June 2031. The bond remains unsecured, and non-recourse to GPH or any other Group entity.

For the partial financing of the capital expenditure at Las Palmas Cruise Port, a project finance loan facility provided by a major regional bank with a total facility amount of up to EUR 33.5 million and a tenor of 10 years (in addition to minor working capital and guarantee facilities) has reached financial closing in December 2023. The CAPEX facility is funding construction costs and transaction expenses and the drawdown will occur gradually as construction progresses.

Net debt excluding IFRS 16 Leases was USD 674.5 million at 31 March 2024 compared with USD 494.0 million at 31 March 2023.

The increase in net debt is primarily driven by the USD 145 million of bonds issued at San Juan Cruise Port, offset by positive operating cash flow.

Issue of new ordinary shares

At the start of the Reporting Period, GPH had approximately USD 25 million in outstanding subordinated shareholder loans from its largest shareholder, GIH. This long-term funding support was used to finance expansion projects and general corporate purposes.

During the Reporting Period, GPH issued 5,144,445 new ordinary shares of GBP 0.01 each to GIH at a price of 206.5358 pence per ordinary share in partial satisfaction of the debt owed to GIH equivalent to USD 13.8 million. These new ordinary shares represented approximately 8.2% of the company’s issued share capital.

The Company can continue to rely on funding support from its parent company GIH and the outstanding long-term shareholder loan is USD 14.9m, a minor increase compared to 2023 (adjusted to the aforementioned debt-to-equity conversion.

Shortly before the end of the Reporting Period, Sixth Street exercised warrants over an aggregate 8,395,118 new ordinary shares. Following this warrant exercise, the Company’s issued share capital admitted to trading consisted of 76,433,126 ordinary shares of GBP 0.01 each.

Capital commitments

Our planned work to transform Nassau Cruise Port, which has been the primary driver of our increased borrowings over recent years, was completed during the Reporting Period. However, we continue to have significant funded capital expenditure planned across our portfolio.

At San Juan Cruise Port, we plan to investment approximately USD 100 million for repairs and improvements to the port infrastructure over the next two years.

Global Ports Canary Islands S.L. (GPCI), our 80:20 joint venture between GPH and local partner, Servicios Portuarios Canarios, has now begun its scheduled investment of approximately EUR 42 million into constructing new cruise terminals and modular terminal facilities at our three Canary Island ports over the next two years.

The majority of the financing for this capital expenditure will come from a project finance loan facility provided by a major regional bank with a total facility amount of up to EUR 33.5 million and a tenor of 10 years. The drawdown will occur gradually as construction progresses.

At Saint Lucia Cruise Port we are planning to invest up to USD 60 million by (i) taking over existing indebtedness as of financial closing and (ii) capital expenditure into a material expansion and enhancement of the cruise port facilities.

Closing shortly after the end of the Reporting Period, ca. USD 20 million of existing indebtedness was taken over plus transaction costs and customary reserve accounts. The capital expenditure investment will include expanding and enhancing the existing berth in Point Seraphine, enabling the handling of the largest cruise ships in the global cruise fleet and increasing the port’s capacity. Furthermore, GPH will also invest in transforming the retail experience at the cruise port. The financing of the majority of the investment is secured through a long-term (15 year), syndicated loan facility arranged by a leading regional bank with a total funding commitment of up to ca. USD 50 million.

 

 

GLOSSARY OF ALTERNATIVE PERFORMANCE MEASURES (APM)

 

These financial statements includes certain measures to assess the financial performance of the Group’s business that are termed “non-IFRS measures” because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. Based on management assessment, taxation impact of below proposed alternative performance measures are presented based on income before tax, accordingly tax impact is not considered on the computations. These non-GAAP measures comprise the following;

 

Segmental EBITDA

 

Segmental EBITDA calculated as income/(loss) before tax after adding back: interest; depreciation; amortization; unallocated expenses; and specific adjusting items.

 

Management evaluates segmental performance based on Segmental EBITDA. This is done to reflect the fact that there is a variety of financing structures in place both at a port and Group-level, and the nature of the port operating right intangible assets vary by port depending on which concessions were acquired versus awarded, and which fall to be treated under IFRIC 12. As such, management considers monitoring performance in this way, using Segmental EBITDA, gives a more comparable basis for profitability between the portfolio of ports and a metric closer to net cash generation. Excluding project costs for acquisitions and one-off transactions such as project specific development expenses as well as unallocated expenses, gives a more comparable year-on-year measure of port-level trading performance.

 

Management is using Segmental EBITDA for evaluating each port and group-level performances on operational level. As per management’s view, some specific adjusting items included on the computation of Segmental EBITDA.

 

Specific adjusting items

 

The Group presents specific adjusting items separately. For proper evaluation of individual ports financial performance and consolidated financial statements, Management considers disclosing specific adjusting items separately because of their size and nature. These expenses and income include project expenses; being the costs of specific M&A activities , the costs associated with appraising and securing new and potential future port agreements which should not be considered when assessing the underlying trading performance and the costs related to the refinancing of Group debts, the replacement provisions, being provision created for replacement of fixed assets which does not include regular maintenance, other provisions and reversals related to provisions provided, being related to unexpected non-operational transactions, impairment losses, construction accounting margin, being related to IFRIC 12 computation and main business of the Group is operating ports rather than construction, employee termination expenses, income from insurance repayments, income from scrap sales, gain/loss on sale of securities, other provision expenses, redundancy expenses and donations and grants.

 

Specific adjusting items comprised as following,

 

 

Year ended

31 March 2024

(USD ‘000)

 

Year ended

31 March 2023

(USD ‘000)

Project expenses

 

(77)

 

11,201

Employee termination expenses

 

353

 

344

Replacement provisions

 

1,014

 

298

Provisions / (reversal of provisions) (*)

 

421

 

680

Impairment losses

 

--

 

659

Construction accounting margin

 

(412)

 

(1,928)

Other expenses / (income)

 

(2,741)

 

1,645

Specific adjusting items

 

(1,442)

 

12,899

 

(*) This figure composed of expected impairment losses on receivables, provision expenses excluding vacation pay and replacement provisions, impairment losses related to assets (refer note 10) and impairment losses on receivables of Equity accounted investees (refer note 11).

 

 

 

Adjusted EBITDA

 

Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses.

 

Management uses Adjusted EBITDA measure to evaluate Group’s consolidated performance on an “as-is” basis with respect to the existing portfolio of ports. Notably excluded from Adjusted EBITDA, the costs of specific M&A activities and the costs associated with appraising and securing new and potential future port agreements. M&A and project development are key elements of the Group’s strategy in the Cruise segment. Project lead times and upfront expenses for projects can be significant, however these expenses (as well as expenses related to raising financing such as IPO or acquisition financing) do not relate to the current portfolio of ports but to future EBITDA potential. Accordingly, these expenses would distort Adjusted EBITDA which management is using to monitor the existing portfolio’s performance.

 

A full reconciliation for Segmental EBITDA and Adjusted EBITDA to profit before tax is provided in the Segment Reporting Note 2 to these financial statements.

 

Underlying Profit

 

Management uses this measure to evaluate the normalised profitability of the Group to exclude the specific non-recurring expenses and income, non-cash foreign exchange transactions, and adjusted for the non-cash port intangibles amortisation charge, giving a measure closer to actual net cash generation, which the directors’ consider a key benchmark in making the dividend decision.

 

Underlying Profit is calculated as profit / (loss) for the year after adding back: amortization expense in relation to Port Operation Rights, non-cash provisional income and expenses, non-cash foreign exchange transactions and specific non-recurring expenses and income.

 

Adjusted earnings per share

 

Adjusted earnings per share is calculated as underlying profit divided by weighted average per share.

 

Management uses these measures to evaluate the profitability of the Group normalised to exclude the gain on reversal of provisions, non-cash provisional income and expenses, gain or loss on foreign currency translation on equity, unhedged portion of investment hedging on Global Liman, adjusted for the non-cash port intangibles amortisation charge, and adjusted for change in accounting policies, giving a measure closer to actual net cash generation, which the directors’ consider a key benchmark in making the dividend decision. Management decided this year that in the light of a more meaningful presentation of the underlying profit, the unhedged portion of the investment hedge on Global Liman and any gain or loss on foreign currency translation on equity as explained in note 8 have been excluded.

 

Underlying profit and adjusted earnings per share computed as following;

 

 

 

Year ended

31 March 2024

(USD ‘000)

 

Year ended

31 March 2023

(USD ‘000)

Profit / (Loss) for the Period, net of IFRS 16 impact

 

10,305

 

(10,549)

Impact of IFRS 16

 

1,193

 

1,875

Profit / (Loss) for the Period

 

11,498

 

(8,674)

Amortisation of port operating rights / RoU asset / Investment Property

 

26,724

 

19,747

Non-cash provisional (income) / expenses (*)

 

1,788

 

1,322

Impairment losses

 

--

 

659

(Gain) / loss on foreign currency translation on equity (note 8)

 

450

 

412

IFRIC-12 impact

 

412

 

1,929

Underlying Profit

 

40,872

 

15,395

Weighted average number of shares

 

66,113,525

 

62,826,963

Adjusted earnings per share (pence)

 

61.82

 

24.50

 

(*) This figure composed of employee termination expense, replacement provision, and provisions / (reversal of provisions) under specific adjusting items.

 

Net debt

 

Net debt comprises total borrowings (bank loans, Eurobond and finance leases net of accrued tax) less cash, cash equivalents and short term investments.

Management includes short term investments into the definition of Net Debt, because these short-term investment are comprised of marketable securities which can be quickly converted into cash.

Net debt comprised as following;

 

 

Year ended

31 March 2024

(USD ‘000)

 

Year ended

31 March 2023

(USD ‘000)

Current loans and borrowings

 

59,093

 

66,488

Non-current loans and borrowings

 

838,449

 

605,954

Gross debt

 

897,542

 

672,442

Lease liabilities recognized due to IFRS 16 application

 

(62,052)

 

(60,143)

Gross debt, net of IFRS 16 impact

 

835,490

 

612,299

Cash and bank balances

 

(160,957)

 

(118,201)

Short term financial investments

 

(59)

 

(65)

Net debt

 

674,474

 

494,033

Equity

 

24,691

 

35,297

Net debt to Equity ratio

 

27.32

 

14.00

 

Leverage ratio

Leverage ratio is used by management to monitor available credit capacity of the Group.

Leverage ratio is computed by dividing gross debt to Adjusted EBITDA.

Leverage ratio computation is made as follows;

 

 

Year ended

31 March 2024

(USD ‘000)

 

Year ended

31 March 2023

(USD ‘000)

Gross debt

 

897,542

 

672,442

Lease liabilities recognised due to IFRS 16 application

 

(62,052)

 

(60,143)

Gross debt, net of IFRS 16 impact

 

835,490

 

612,299

Adjusted EBITDA

 

106,933

 

72,677

Impact of IFRS 16 on EBITDA

 

(6,735)

 

(5,008)

Adjusted EBITDA, net of IFRS 16 impact

 

100,199

 

67,669

Leverage ratio

 

8.3

 

9.0

CAPEX

CAPEX represents the recurring level of capital expenditure required by the Group excluding M&A related capital expenditure.

CAPEX computed as 'Acquisition of property and equipment' and 'Acquisition of intangible assets' per the cash flow statement.

 

 

Year ended

31 March 2024

(USD ‘000)

 

Year ended

31 March 2023

(USD ‘000)

Acquisition of property and equipment

 

11,369

 

4,328

Acquisition of intangible assets

 

149,429

 

96,582

CAPEX

 

160,798

 

100,910

 

 

Cash conversion ratio

Cash conversion ratio represents a measure of cash generation after taking account of on-going capital expenditure required to maintain the existing portfolio of ports.

It is computed as Adjusted EBITDA less CAPEX divided by Adjusted EBITDA.

 

 

Year ended

31 March 2024

(USD ‘000)

 

Year ended

31 March 2023

(USD ‘000)

Adjusted EBITDA

 

106,933

 

72,677

Impact of IFRS 16 on EBITDA

 

(6,735)

 

(5,008)

Adjusted EBITDA, net of IFRS 16 impact

 

100,198

 

67,669

CAPEX

 

(160,798)

 

(100,910)

Cash converted after CAPEX

 

(60,600)

 

(33,211)

Cash conversion ratio

 

60.48%

 

49.08%

 

Hard currency

Management uses the term hard currency to refer to those currencies that historically have been less susceptible to exchange rate volatility. For the year ended 31 March 2024 and 2023, the relevant hard currencies for the Group are US Dollar, Canadian Dollar, Euro, Denmark Krona and Singaporean Dollar.

 

Global Ports Holding PLC and its Subsidiaries

 

 

Consolidated statement of profit or loss and other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note

 

Year ended

31 March  2024

(USD ‘000)

 

Year ended

31 March  2023

(USD ‘000)

 

 

 

 

 

 

 

 

Revenue

4

 

193,577

 

213,596

 

Cost of sales

5

 

(98,088)

 

(149,881)

 

Gross profit

 

 

95,489

 

63,715

 

 

 

 

 

 

 

 

Other income

7

 

6,904

 

2,606

 

Selling and marketing expenses

 

 

(5,272)

 

(3,368)

 

Administrative expenses

6

 

(26,935)

 

(18,862)

 

Other expenses

7

 

(3,962)

 

(15,864)

 

Operating profit

 

 

66,224

 

28,227

 

 

 

 

 

 

 

 

Finance income

8

 

16,824

 

5,676

 

Finance costs

8

 

(75,837)

 

(47,718)

 

Net finance costs

 

 

(59,013)

 

(42,042)

 

 

 

 

 

 

 

 

Share of profit of equity-accounted investees

11

 

7,117

 

4,274

 

 

 

 

 

 

 

 

Profit / (Loss) before tax

 

 

14,328

 

(9,541)

 

 

 

 

 

 

 

 

Tax expense

 

 

(4,023)

 

(1,008)

 

 

 

 

 

 

 

 

Profit / (Loss) for the year

 

 

10,305

 

(10,549)

 

 

 

 

 

 

 

 

Profit / (Loss) for the year attributable to:

 

 

 

 

 

 

Owners of the Company

 

 

881

 

(24,998)

 

Non-controlling interests

 

 

9,424

 

14,449

 

 

 

 

10,305

 

(10,549)

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

Note

 

Year ended

31 March  2024

(USD ‘000)

 

Year ended

31 March  2023

(USD ‘000)

 

 

 

 

 

 

Profit / (Loss) for the year

 

 

10,305

 

(10,549)

Other comprehensive income

 

 

 

 

 

Items that will not be reclassified subsequently

to profit or loss

 

 

 

 

 

Remeasurement of defined benefit liability

 

 

(21)

 

(116)

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

 

 

4

 

23

 

 

 

(17)

 

(93)

Items that may be reclassified subsequently

to profit or loss

 

 

 

 

 

Foreign currency translation differences

 

 

(3,054)

 

(4,634)

Cash flow hedges - effective portion of changes in fair value

13

 

(67)

 

142

Cash flow hedges – realized amounts transferred to income statement

13

 

1

 

(113)

Equity accounted investees – share of OCI

 

 

(254)

 

88

Losses on a hedge of a net investment

13

 

(11,974)

 

--

 

 

 

(15,365)

 

(4,517)

Other comprehensive loss for the year, net of income tax

 

 

(15,365)

 

(4,610)

Total comprehensive loss for the year

 

 

(5,060)

 

(15,159)

 

 

 

 

 

 

Total comprehensive loss attributable to:

 

 

 

 

 

Owners of the Company

 

 

(13,440)

 

(28,336)

Non-controlling interests

 

 

8,380

 

13,177

 

 

 

(5,060)

 

(15,159)

 

 

 

 

 

 

Basic and diluted earnings / (loss) per share

(cents per share)

15

 

1.3

 

(39.8)

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

Consolidated statement of financial position

 

 

   Note

 

As at 31 March

2024

(USD ‘000)

 

 

As at 31 March

2023

(USD ‘000)

 

Non-current assets

 

 

 

 

 

 

Property and equipment

9

 

118,835

 

116,180

 

Intangible assets

10

 

637,472

 

509,023

 

Right of use assets

17

 

77,108

 

77,408

 

Investment property

18

 

1,885

 

1,944

 

Goodwill

 

 

13,483

 

13,483

 

Equity-accounted investments

11

 

19,085

 

17,828

 

Due from related parties

19

 

9,876

 

9,553

 

Deferred tax assets

 

 

4,074

 

3,902

 

Other non-current assets

 

 

3,493

 

2,791

 

 

 

 

885,311

 

752,112

 

Current assets

 

 

 

 

 

 

Trade and other receivables

 

 

30,516

 

23,650

 

Due from related parties

19

 

1,254

 

335

 

Other investments

 

 

59

 

65

 

Other current assets

 

 

4,671

 

4,650

 

Inventories

 

 

1,069

 

964

 

Prepaid taxes

 

 

1,329

 

623

 

Cash and cash equivalents

12

 

160,957

 

118,201

 

 

 

 

199,855

 

148,488

 

Total assets

 

 

1,085,166

 

900,600

 

 

 

 

 

 

 

 

Current liabilities

Loans and borrowings

14

 

59,093

 

66,488

 

Other financial liabilities

 

 

2,013

 

1,639

 

Trade and other payables

 

 

29,425

 

42,115

 

Due to related parties

19

 

4,329

 

4,907

 

Current tax liabilities

 

 

3,665

 

809

 

Provisions

 

 

10,843

 

13,740

 

 

 

 

109,368

 

129,698

 

Non-current liabilities

 

 

 

 

 

 

Loans and borrowings

14

 

838,449

 

605,954

 

Other financial liabilities

 

 

49,699

 

53,793

 

Trade and other payables

 

 

1,709

 

1,223

 

Due to related parties

19

 

14,849

 

24,923

 

Deferred tax liabilities

 

 

35,784

 

40,148

 

Provisions

 

 

10,228

 

9,161

 

Employee benefits

 

 

389

 

448

 

Derivative financial liabilities

 

 

--

 

(45)

 

 

 

 

951,107

 

735,605

 

Total liabilities

 

 

1,060,475

 

865,303

 

Net assets

 

 

24,691

 

35,297

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Share capital

13

 

985

 

811

 

Share premium

13

 

13,926

 

--

 

Legal reserves

13

 

6,024

 

6,014

 

Share based payment reserves

 

 

648

 

426

 

Hedging reserves

13

 

(43,531)

 

(43,211)

 

Translation reserves

13

 

29,116

 

43,100

 

Retained earnings

 

 

(58,576)

 

(73,283)

 

Equity attributable to equity holders of the Company

 

 

(51,408)

 

(66,143)

 

Non-controlling interests

 

 

76,099

 

101,440

 

Total equity

 

 

24,691

 

35,297

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

Consolidated statement of changes in equity

 

(USD ‘000)

Notes

 

Share capital

Share Premium

Legal

reserves

Share based payment reserves

Hedging reserves

Translation reserves

Retained earnings

 

 

Total

Non-controlling interests

Total

equity

Balance at 31 March 2023

 

811

--

6,014

426

(43,211)

43,100

(73,283)

(66,143)

101,440

35,297

Income / (loss) for the period

 

--

--

--

--

--

--

881

881

9,424

10,305

Other comprehensive (loss) / income for the period

 

--

--

--

--

(320)

(13,984)

(17)

(14,321)

(1,044)

(15,365)

Total comprehensive (loss) / income for the period

 

--

--

--

--

(320)

(13,984)

864

(13,440)

8,380

(5,060)

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners of the Company

 

 

 

 

 

 

 

 

 

 

 

Contribution and distributions

 

 

 

 

 

 

 

 

 

 

 

Issue of ordinary shares

13

173

13,743

--

--

--

--

--

13,916

1,718

15,634

Equity settlement of share-based payments

 

1

183

--

(184)

--

--

--

--

--

--

Transfer

 

--

--

10

--

--

--

(10)

--

--

--

Dividends

 

--

--

--

--

--

--

--

--

(8,187)

(8,187)

Equity settled share-based payment expenses

 

--

--

--

406

--

--

--

406

--

406

Total contributions and distributions

 

174

13,926

10

222

--

--

(10)

14,322

(6,469)

7,853

 

 

 

 

 

 

 

 

 

 

 

 

Changes in ownership interest

 

 

 

 

 

 

 

 

 

 

 

Acquisition of NCI without a change in control

3

--

--

--

--

--

--

13,853

13,853

(27,253)

(13,400)

Total changes in ownership interest

 

--

--

--

--

--

--

13,853

13,853

(27,253)

(13,400)

Total transactions with owners of the Company

 

174

13,926

--

222

--

--

13,843

28,175

(33,722)

(5,546)

Balance at 31 March 2024

 

985

13,926

6,024

648

(43,531)

29,116

(58,576)

(51,408)

76,099

24,691

 

 

 

 

(USD ‘000)

Notes

 

Share capital

Legal

reserves

Share based payment reserves

Hedging reserves

Translation reserves

Retained earnings

 

 

Total

Non-controlling interests

Total

equity

Balance at 31 March 2022

 

811

6,014

367

(43,328)

46,462

(48,192)

(37,866)

88,263

50,397

 

 

 

 

 

 

 

 

 

 

 

(Loss) / income for the period

 

--

--

--

--

--

(24,998)

(24,998)

14,449

(10,549)

Other comprehensive (loss) / income for the period

 

--

--

--

117

(3,362)

(93)

(3,338)

(1,272)

(4,610)

Total comprehensive (loss) / income for the period

 

--

--

--

117

(3,362)

(25,091)

(28,336)

13,177

(15,159)

 

 

 

 

 

 

 

 

 

 

 

Transactions with owners of the Company

 

 

 

 

 

 

 

 

 

 

Contribution and distributions

 

 

 

 

 

 

 

 

 

 

Equity settled share-based payment expenses

 

--

--

59

--

--

--

59

--

59

Total contributions and distributions

 

--

--

59

--

--

--

59

--

59

Total transactions with owners of the Company

 

--

--

59

--

--

--

59

--

59

Balance at 31 March 2023

 

811

6,014

426

(43,211)

43,100

(73,283)

(66,143)

101,440

35,297

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

Consolidated cash flow statement

 

 

Note

Year ended

31 March 2024

(USD ‘000)

Year ended

31 March 2023

(USD ‘000)

Cash flows from operating activities

 

 

 

Profit / (loss) for the year

 

10,305

(10,549)

Adjustments for:

 

 

 

Depreciation of Property and Equipment, Right of Use assets, and amortization expense

9,10 17,18

35,034

27,277

Loss / (gain) on disposal of Property and Equipment

9

8

(7)

Impairment losses on investments

 

--

659

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

11

(7,117)

(4,274)

Finance costs (excluding foreign exchange differences)

 

74,479

44,348

Finance income (excluding foreign exchange differences)

 

(8,818)

(2,293)

Foreign exchange differences on finance costs and income, net

 

(6,648)

(13)

Income tax expense

 

4,023

1,008

Employment termination indemnity reserve

 

43

103

Equity settled share-based payment expenses

 

407

59

Use of  provision

 

1,047

2,095

Operating cash flow before changes in operating assets and liabilities

 

102,763

58,413

Changes in:

 

 

 

- trade and other receivables

 

(6,866)

(2,502)

- other current assets

 

(1,771)

(1,921)

- related party receivables

 

(1,026)

546

- other non-current assets

 

(702)

(416)

- trade and other payables

 

(12,159)

4,748

- related party payables

 

(983)

2,826

- provisions

 

(3,021)

(310)

Cash generated from operations before benefit and tax payments

 

76,235

61,384

Post-employment benefits paid

 

(42)

(77)

Income taxes paid

 

(4,728)

(1,430)

Net cash generated from operating activities

 

71,465

59,877

Investing activities

 

 

 

Acquisition of property and equipment

9

(11,722)

(4,328)

Acquisition of intangible assets

10

(148,076)

(73,236)

Proceeds from sale of property and equipment

 

376

87

Bank interest received

 

8,600

1,757

Dividends from equity accounted investees

11

4,777

--

Acquisition of NCI

 

(13,400)

--

Advances given for fixed assets

 

(61)

(1,001)

Net cash used in investing activities

 

(159,506)

(76,721)

Financing activities

 

 

 

Proceeds from issue of share capital

 

13,915

--

Net (repayments to)/proceeds received from related parties

 

(12,058)

21,923

Dividends paid to NCIs

 

(8,187)

(1,123)

Interest paid

 

(51,924)

(33,085)

Proceeds from loans and borrowings

14

637,978

77,147

Repayment of borrowings

14

(439,245)

(19,915)

Payment of lease liabilities

14

(4,480)

(3,085)

Net cash from financing activities

 

135,999

41,862

Net increase / (decrease) in cash and cash equivalents

 

47,958

25,018

Effect of foreign exchange rate changes on cash and cash equivalents

 

(5,202)

(6,504)

Cash and cash equivalents at beginning of year

12

118,201

99,687

Cash and cash equivalents at end of year

12

160,957

118,201

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

1                             Basis of preparation

 

Global Ports Holding PLC is a public company listed on the standard segment of London Stock Exchange incorporated in the United Kingdom and registered in England and Wales under the Companies Act 2006. The address of the registered office is 35 Albemarle Street 3rd Floor, London W1S 4JD, United Kingdom. The majority shareholder of the Company is Global Yatırım Holding.

 

These consolidated financial statements of Global Ports Holding PLC (the “Company”, and together with its subsidiaries, the “Group”) for the year ended 31 March 2024 were authorised for issue in accordance with a resolution of the directors on 10 July 2024.

 

These condensed Financial Statements for the year ended 31 March 2024 have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority. They have been prepared in accordance with UK adopted International Financial Reporting Standards (“IFRSs”) but do not comply with the full disclosure requirements of these standards. The financial information set out above does not constitute the company's statutory accounts for the years ended 31 March 2024 or 31 March 2023.

 

Statutory financial statements for the year ended 31 March 2024, which have been prepared on a going concern basis, will be delivered to the Registrar of Companies in due course.

Accounting policies

 

The accounting policies adopted of these Condensed Financial Statements are consistent with those described on pages 135 – 156 of the Annual Report and Financial Statements for the year ended 31 March 2023.

 

The adoption of the amendments which are effective from 1 April 2023 has had no impact on the Group’s consolidated financial position or performance of the Group as per management analysis performed.

 

Going concern

 

The Group operates or has invested in 28 ports in 15 different countries and is focusing on increasing its number of cruise ports in different geographical locations to support its operations and diversify economic and political risks. As a consequence, the Group management believes that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

 

The principal events and conditions identified by the Group that have the most significant impact on the going concern of the Group are:

 

(a) the passenger levels that will be observed during the Going Concern assessment period of not less than 12 months from the date of approval of these Report and Accounts and the associated effect on Group revenues and cash position; and

 

(b) maintaining liquidity based on current facilities along with covenant compliance on those facilities.

 

The Group’s results for fiscal year 2024 are above expectations and budget approved at the beginning of fiscal year 2024, showing a strong operation during 2024.

 

During the year, the Group refinanced its mid-term financing loan and raised additional debt to fund committed CAPEX for new acquisitions. Maturities of the new financing arrangements and current debts are long term. Group’s current loan maturities averaged 13.5 years compared to last year’s average 8.4 years. Considering the regular business cycle, current EBITDA level and cash conversion of the Group, the repayment of the financing through operational cash flows is expected. The details of Group’s major loans given on note 14. As of reporting date, Group is compliant with all covenants included on Group loans and Management is confident that there is no risk of any breach of covenants in the next 12 month period.

 

Group management believes that the Group is well placed to manage its financing and other business risks satisfactorily and have a reasonable expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these consolidated financial statements. They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

 

 

2                            Segment reporting

 

  1. Products and services from which reportable segments derive their revenues

 

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

 

  1. Reportable segments

 

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

 

The Group presents its operations on a regional basis, with each key region representing an individual operating segment with a set of activities which generate revenue, and the financial information of each region is reviewed by the Group’s chief operating decision-maker in deciding how to allocate resources and assess performance. The segment assessment of the Group has changed during the fiscal year as a result of structural changes and concentration of the investment of the Group to Cruise operations and vertical integration of additional services within the Cruise business. The Group has identified four key regions it operates as segments; these are West Mediterranean, Central Mediterranean and Northern Europe, Eastern  Mediterranean and Adriatic, and Americas. The Group’s chief operating decision-maker is the Chief Executive Officer (“CEO”), who reviews the management reports of each region at least on a monthly basis.

 

The CEO evaluates segmental performance on the basis of earnings before interest, tax, depreciation and amortisation excluding the effects of specific adjusting income and expenses comprising project expenses, bargain purchase gains and reserves, board member leaving fees, employee termination payments, unallocated expenses, finance income, finance costs, and including the share of equity-accounted investments which are fully integrated into GPH cruise port network (“Adjusted EBITDA” or “Segmental EBITDA”). Adjusted EBITDA is considered by Group management to be the most appropriate non-IFRS profit measure for the review of the segment operations because it excludes items which the Group does not consider to represent the operating cash flows generated by underlying business performance. The share of equity-accounted investees has been included as it is considered to represent operating cash flows generated by the Group’s operations that are structured in this manner.

 

The Group has the following operating segments under IFRS 8:

  • Western Mediterranean & Atlantic region (“West Med”)
    • BPI, Barcelona Cruise Port, Malaga Cruise Port, Tarragona Cruise Port, Las Palmas, Alicante, Lisbon Cruise Terminals, and SATS – Creuers Cruise Services Pte. Ltd. (“Singapore Port”)
  • Central Mediterranean and Northern Europe region (“Central Med”)
    • VCP (“Valetta Cruise Port”), Travel Shopping Ltd (“TSL”), POH, Cagliari Cruise Port, Catania Passenger Terminal, Crotone Cruise Port, Taranto Cruise Port, Kalundborg Cruise Port (“Kalundborg”), Bremerhaven Cruise Port (“Bremerhaven”), Venezia Investimenti Srl. (“Venice Investment” or “Venice Cruise Port”), and La Goulette Cruise Port.
  • Americas region (“Americas”)
    • Nassau Cruise Port (“NCP”), Antigua Cruise Port (“GPH Antigua”), San Juan Cruise Port (“SJCP”), St. Lucia Cruise Port and Prince Rupert Cruise Port (“PRCP”).
  • Eastern Mediterranean and Adriatic region (“East Med”)
    • Ege Liman (“Ege Ports-Kuşadası”), Bodrum Liman (“Bodrum Cruise Port”) and Zadar Cruise Port (“ZIPO”).
  • Other operations (“other”)
    • Port of Adria (“Port of Adria-Bar”), Global Ports Services Med, GP Med, Balearic Handling SLA (“Balearic”), Shore Handling SLA (“Shore”), Ha Long management contract and Pelican Peak; All except for Port of Adria-Bar are part of vertical integration plans of the Group for the Cruise business and not exceeding the quantitative threshold, have been included in Other operations.

 

The Group’s reportable segments under IFRS 8 are West Med, Central Med and Northern Europe, East Med, Americas, and Other.

 

Global Liman, Global Ports Europe, GP Melita, GP Netherlands, GPH Americas, GP Malta Finance, GPH Cruise Port Finance, Global Ports Group Finance, GPDS and GPH Bahamas do not generate any revenues and therefore is presented as unallocated to reconcile to the consolidated financial statements results.

 

Management has decided to add North European Ports as part of Central Mediterranean region, related reclassification presented on comparative period.

 

Assets, revenue and expenses directly attributable to segments are reported under each reportable segment.

 

Any items which are not attributable to segments have been disclosed as unallocated.

 
  1. Segment revenues, results and reconciliation to profit before tax

The following is an analysis of the Group’s revenue, results and reconciliation to profit before tax by reportable segment:

 

 

USD ‘000

West Med

Central Med

East Med

Americas

Other

Total

Year ended 31 March 2024

 

 

 

 

 

 

Revenue

53,193

21,936

33,996

70,091

14,361

193,577

Segmental EBITDA

31,548

10,415

26,624

42,224

4,622

115,433

Unallocated expenses

 

 

 

 

 

(8,500)

Adjusted EBITDA

 

 

 

 

 

106,933

Reconciliation to loss before tax

 

 

 

 

 

 

Depreciation and amortisation expenses

 

 

 

 

 

(35,034)

Specific adjusting items (*)

 

 

 

 

 

1,442

Finance income

 

 

 

 

 

16,824

Finance costs

 

 

 

 

 

(75,837)

Profit before income tax

 

 

 

 

 

14,328

Year ended 31 March 2023

 

 

 

 

 

 

Revenue

27,494

14,944

24,062

135,778

11,318

213,596

Segmental EBITDA

19,388

7,898

19,366

29,010

4,318

79,980

Unallocated expenses

 

 

 

 

 

(7,303)

Adjusted EBITDA

 

 

 

 

 

72,677

Reconciliation to loss before tax

 

 

 

 

 

 

Depreciation and amortisation expenses

 

 

 

 

 

(27,277)

Specific adjusting items (*)

 

 

 

 

 

(12,899)

Finance income

 

 

 

 

 

5,676

Finance costs

 

 

 

 

 

(47,718)

Loss before income tax

 

 

 

 

 

(9,541)

 (*) Please refer to glossary of alternative performance measures (APM).

The Group did not have inter-segment revenues in any of the periods shown above.

 

 

  1. Segment assets and liabilities

 

The following is an analysis of the Group’s assets and liabilities by reportable segment for the year ended:

 

 

USD ‘000

West Med

Central Med

East Med

Americas

Other

Total

31 March 2024

 

 

 

 

 

 

Segment assets

110,929

88,234

87,275

566,647

42,537

895,622

Equity-accounted investees

17,233

1,471

--

--

381

19,085

Unallocated assets

 

 

 

 

 

170,459

Total assets

 

 

 

 

 

1,085,166

 

 

 

 

 

 

 

Segment liabilities

74,785

60,030

13,637

495,026

27,853

671,331

Unallocated liabilities

 

 

 

 

 

389,144

Total liabilities

 

 

 

 

 

1,060,475

 

 

 

 

 

 

 

31 March 2023

 

 

 

 

 

 

Segment assets

116,001

88,131

46,248

419,143

49,394

718,917

Equity-accounted investees

15,893

1,528

--

--

407

17,828

Unallocated assets

 

 

 

 

 

163,855

Total assets

 

 

 

 

 

900,600

 

 

 

 

 

 

 

Segment liabilities

56,591

59,679

13,961

375,049

32,004

537,284

Unallocated liabilities

 

 

 

 

 

328,019

Total liabilities

 

 

 

 

 

865,303

 

 

  1. Other segment information

 

The following table details other segment information for the year ended:

 

USD ‘000

West Med

Central Med

East Med

Americas

Other

Unallocated

Total

Year ended 31 March 2024

 

 

 

 

 

 

 

Share of profit of equity accounted investees

7,178

(33)

--

(28)

--

--

7,117

Interest income

6

--

(35)

12

19

8,816

8,818

Interest expense

(1,287)

(1,595)

(965)

(18,230)

(1,875)

(41,748)

(65,700)

Income tax expense

(2,196)

(1,751)

66

35

(220)

43

(4,023)

Depreciation and amortisation expenses

(11,794)

(4,001)

(4,500)

(11,652)

(2,910)

(177)

(35,034)

Additions to non-current assets (*)

 

 

 

 

 

 

 

- Capital expenditures (**)

15,597

2,396

40,603

100,809

1,437

(44)

160,798

Total additions to non-current assets (*)

15,597

2,396

40,603

100,809

1,437

(44)

160,798

 

 

 

 

 

 

 

 

Year ended 31 March 2023

 

 

 

 

 

 

 

Share of profit of equity accounted investees

4,340

(22)

--

(44)

--

--

4,274

Interest income

6

3

107

39

124

2,015

2,294

Interest expense

(986)

(1,879)

(955)

(5,995)

(1,290)

(29,422)

(40,527)

Income tax expense

(438)

(874)

1,121

--

(379)

(438)

(1,008)

Depreciation and amortisation expenses

(11,368)

(3,723)

(3,058)

(6,173)

(2,766)

(189)

(27,277)

Additions to non-current assets (*)

 

 

 

 

 

 

 

- Capital expenditures (**)

1,369

706

457

98,111

194

73

100,910

Total additions to non-current assets (*)

1,369

706

457

98,111

194

73

100,910

 

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

(**) Total Capital expenditures on non-current assets includes prepayments into fixed assets. 

 
  1. Geographical information

 

The Port operations of the Group are managed on a worldwide basis, but operational ports and management offices are primarily in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua & Barbuda, Italy, Denmark, Puerto Rico and Croatia. The geographic information below analyses the Group’s revenue and non-current assets by countries. In presenting the following information, segment revenue has been based on the geographic location of port operations and segment non-current assets were based on the geographic location of the assets.

 

Revenue

Year ended

31 March 2024

(USD ‘000)

 

Year ended

31 March 2023

(USD ‘000)

Spain

58,227

 

30,303

Bahamas

55,877

 

129,651

Turkey

33,198

 

23,482

Malta

16,245

 

11,996

Montenegro

9,327

 

8,510

Antigua & Barbuda

9,275

 

6,127

Italy

5,542

 

2,765

Puerto Rico

4,256

 

--

Croatia

798

 

580

Canada

683

 

--

Denmark

149

 

182

 

193,577

 

213,596

 

 

Non-current assets

As at

31 March 2024

(USD ‘000)

 

As at

31 March 2023

(USD ‘000)

 

Bahamas

354,418

 

353,013

Spain

103,659

 

99,125

Malta

103,032

 

104,732

Puerto Rico

93,508

 

--

Turkey

77,294

 

40,790

Antigua & Barbuda

60,210

 

61,746

Montenegro

51,348

 

52,793

UK

10,368

 

9,553

Italy

4,455

 

5,136

Croatia

2,171

 

2,333

Denmark

1,040

 

1,091

Canada

633

 

70

St. Lucia

15

 

--

Unallocated

23,160

 

21,730

 

885,311

 

752,112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets relating to deferred tax assets and financial instruments (including equity-accounted investments) are presented as unallocated.

 

  1. Information about major customers

 

IFRIC 12 construction revenue relates to ongoing construction at Nassau Cruise Port, Tarragona Cruise Port and Cruise Ports in Canary Islands. Excluding IFRIC 12 revenue, the Group did not have a single customer that accounted for more than 10% of the Group's consolidated revenue in any of the periods presented.

 

3                             Transactions with owners of the Company

 

Acquisition of non-controlling interest without a change in control

 

  1. Barcelona Ports Investment Minority Acquisition

 

The Group acquired minority shares of BPI at 17 October 2023. 38% of total shares of BPI were acquired by Cruise Port Finance Ltd. Total consideration paid for 38% shares amounted to USD 13,400 thousand. Minority interest regarding this 38% shares of Malaga Port as of 30 September 2023 was 21,903 thousand, resulting an increase in retained earnings attributable to equity holder of the company by USD 8,503 thousand.

 

  1. Ege Port Share Capital Increase

 

The Group reached an agreement with Turkish authorities to extend its concession agreement for Ege Port, Kusadasi in May 2023. In exchange for the extension of the existing concession agreement, Ege Port has paid an upfront concession fee of TRY 725.4 million (USD 38 million). The upfront concession fee has been funded by a capital increase at Ege Port. This capital increase was provided by GPH only, as a result, GPH’s equity stake in Ege Port has increased to 90.5% (from 72.5%). Minority portion transferred during this transaction amounted to USD 5,350 thousand, resulting a decrease in minority portion and increase in Retained earnings by same amount.

 

4                         Revenue

For the year ended 31 March 2024 and 31 March 2023, revenue comprised the following:

 

West Med

 

Central Med

 

East Med

 

Americas

 

Other

 

Consolidated

(USD ‘000)

2024

2023

 

2024

2023

 

2024

2023

 

2024

2023

 

2024

2023

 

2024

2023

Point in time

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cargo Handling revenues

--

--

 

--

--

 

--

--

 

--

--

 

8,829

7,927

 

8,829

7,927

Primary Port operations

34,122

22,657

 

13,631

8,512

 

26,476

18,307

 

57,033

38,476

 

280

292

 

131,542

88,244

Ancillary port service revenues

2,609

2,049

 

738

384

 

2,070

1,647

 

1,127

635

 

4,516

2,652

 

11,060

7,367

Destination service revenues

55

27

 

763

693

 

11

1

 

1,254

--

 

--

--

 

2,083

721

Other ancillary revenues

554

461

 

465

424

 

574

657

 

975

120

 

708

429

 

3,276

2,091

Over time

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Area Management revenues

2,288

1,532

 

6,339

4,748

 

4,865

3,450

 

2,429

1,057

 

28

18

 

15,949

10,805

IFRIC 12 Construction revenue

13,565

951

 

--

--

 

--

--

 

7,273

95,490

 

--

--

 

20,838

96,441

Total Revenues as reported in note 2

53,193

27,677

 

21,936

14,761

 

33,996

24,062

 

70,091

135,778

 

14,361

11,318

 

193,577

213,596

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers;

Revenue

Year ended

31 March 2024

(USD ‘000)

 

Year ended

31 March 2023

(USD ‘000)

Receivables, which are included in ‘trade and other receivables’

22,372

 

14,380

Contract assets

--

 

411

Contract liabilities

(1,210)

 

(896)

 

21,162

 

13,895

 

The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the reporting date on Commercial services provided to vessels and management agreements. The contract assets are transferred to receivables when the rights become unconditional. This occurs when the Group issues an invoice to the customer.

 

The contract liabilities primarily relate to the advance consideration received from customers for services not yet provided. These amounts will be recognised as revenue when the services has provided to customers and billed, which based on the nature of the business is less than a one week period.

 

The amount of USD 896 thousand recognised in contract liabilities at the beginning of the period has been recognised as revenue for the period ended 31 March 2024. The contract liabilities amounting to USD 1,210 thousand will be recognised as revenue during the year ending 31 March 2025.

 

No information is provided about remaining performance obligations at 31 March 2024 that have an original expected duration of one year or less, as allowed by IFRS 15.

 

5                             Cost of sales

 

For the year ended 31 March 2024 and 31 March 2023, cost of sales comprised the following:

 

 

2024

(USD ‘000)

 

2023

(USD ‘000)

IFRIC-12 Construction expenses

20,426

 

94,512

Depreciation and amortization expenses

32,435

 

24,698

Personnel expenses (*)

18,728

 

12,728

Security expenses

6,290

 

3,823

Insurance expense

3,752

 

3,593

Commission fees to government authorities and pilotage expenses

3,738

 

2,772

Repair and maintenance expenses

3,153

 

1,765

Cost of inventories sold

2,421

 

1,676

Replacement provision

716

 

585

Other expenses

6,429

 

3,729

Total

98,088

 

149,881

* 6,071 thousand USD (2023: 4,248 thousand USD) of total personnel expenses are related to outsourced personnel expenses. 

 

 

6                            Administrative expenses

 
For the year ended 31 March 2024 and 31 March 2023, administrative expenses comprised the following:

 

 

2024

(USD ‘000)

 

2023

(USD ‘000)

Personnel expenses

12,037

 

9,226

Depreciation and amortization expenses

2,598

 

2,577

Consultancy expenses

5,797

 

2,926

Representation and travel expenses

1,325

 

475

Other expenses

5,178

 

3,658

Total

26,935

 

18,862

 

The analysis of the auditor’s remuneration is as follows:

 

 

2024
USD ‘000

 

2023
USD ‘000

Fees payable to PKF Littlejohn LLP and their associates for the audit of the company’s annual accounts

526

 

425

Fees payable to PKF Littlejohn LLP and their associates for the audit of the company’s subsidiaries

231

 

215

Total audit fees

757

 

640

-           Audit-related assurance services PKF Littlejohn LLP and their associates

88

 

83

Total non-audit fees

88

 

83

Total fees

845

 

723

 

 

 

7                             Other income and other expenses

 

During the year ended 31 March 2024 and 31 March 2023, other income comprised the following:

 

 

2024

USD’000

 

2023

USD’000

IFRS 16 gain from concession fee waivers

163

 

600

Foreign currency income from operations

1,953

 

--

Income from legal proceeds *

1,380

 

--

Concession related relief **

2,396

 

1,472

Income from reversal of replacement provision

286

 

287

Other

726

 

247

Total

6,904

 

2,606

* One of the Group’s subsidiaries has taken over additional area as part of concession as a result of legal process.

** Expense net off on concession fee is given by Port Authority of Antigua (2023: Italian and Spanish governments provided non-reimbursable Covid-19 support payments).

 

During the year ended 31 March 2024 and 31 March 2023, other expenses comprised the following:

 

 

2024

USD’000

 

2023

USD’000

Project expenses

(77)

 

11,541

Foreign currency losses from operations

662

 

1,839

Indemnity payments

83

 

80

Impairment loss on Equity Accounted investments

--

 

659

Other

3,294*

 

1,745

Total

3,962

 

15,864

* 2,819 thousand USD of this balance is related to opening ceremony expenses made by Nassau Cruise Port in May 2023.

 

8                             Finance income and costs

 

During the year ended 31 March 2024 and 31 March 2023, finance income comprised the following:

Finance income

2024

(USD ‘000)

 

2023

(USD ‘000)

Other foreign exchange gains

8,006

 

3,382

Interest income on related parties

216

 

527

Interest income on banks and others

8,548

 

1,587

Interest income from housing loans

(3)

 

4

Other interest income

57

 

176

Total

16,824

 

5,676

 

The income from financial instruments within the category financial assets at amortized cost is USD 8,761 thousand (31 March 2023: USD 2,118 thousand). Income from financial instruments within the category fair value through profit and loss is USD 55 thousand (31 March 2023: USD 165 thousand).

 

For the year ended 31 March 2024 and 31 March 2023, finance costs comprised the following:

 

Finance costs

2024

(USD ‘000)

 

2023

(USD ‘000)

Interest expense on loans and borrowings

58,550

 

34,740

Foreign exchange losses on other loans and borrowings

864

 

1,058

Interest expense on leases

4,261

 

3,756

Foreign exchange losses on equity translation *

450

 

412

Other foreign exchange losses

44

 

1,899

Loan commission expenses **

8,673

 

3,303

Unwinding of provisions during the year

415

 

333

Letter of guarantee commission expenses

16

 

462

Other interest expenses

2,474

 

1,698

Other costs

90

 

57

Total

75,837

 

47,718

* Ege Ports and Bodrum Cruise Port have functional currency of USD while their books are required to be kept as per Turkish Companies Law “VUK 213” article 215 in TL. All equity transactions are made in TL and transaction during the year are being translated to USD resulting in foreign exchange differences in profit or loss.

** As of 31 March 2024, USD 7,055 thousand is related to prepayment penalty for early payment of SSP loan.

 

The interest expense for financial liabilities not classified as fair value through profit or loss is USD 62,811 thousand (31 March 2023: USD 38,496 thousand).

 

9                            Property and equipment 

Movements of property and equipment for the year ended 31 March 2024 compromised the following: 

USD ‘000

Cost

31 March 2023

Additions

Disposals

Transfers

Currency translation differences

31 March 2024

Leasehold improvements

131,770

4,507

--

--

(549)

135,728

Machinery and equipment

21,931

3,818

(20)

(28)

(171)

25,530

Motor vehicles

12,481

729

(313)

28

102

13,027

Furniture and fixtures

11,971

936

(77)

(29)

152

12,953

Construction in progress

9,772

1,730

(139)

29

(11)

11,381

Land improvement

95

2

(9)

--

--

88

Total

188,020

11,722

(558)

--

(477)

198,707

 

 

 

 

 

 

 

Accumulated depreciation

31 March 2023

Depreciation expense

Disposals

Transfers

Currency translation differences

31 March 2024

Leasehold improvements

43,949

4,621

(33)

--

(141)

48,396

Machinery and equipment

10,035

1,590

(19)

--

(79)

11,527

Motor vehicles

10,636

1,036

(10)

--

--

11,662

Furniture and fixtures

7,145

907

(77)

--

239

8,214

Land improvement

75

2

(4)

--

--

73

Total

71,840

8,156

(143)

--

19

79,872

Net book value

116,180

 

 

 

 

118,835

 

 

 

 

Movements of property and equipment for the year ended 31 March 2023 comprised the following:

 

USD ‘000

Cost

31 March 2022

Additions

Disposals

Transfers

Currency translation differences

31 March 2023

Leasehold improvements

132,619

411

(300)

752

(1,712)

131,770

Machinery and equipment

20,797

1,511

(163)

219

(433)

21,931

Motor vehicles

12,146

366

(25)

--

(6)

12,481

Furniture and fixtures

11,267

870

(22)

33

(177)

11,971

Construction in progress

9,596

1,166

--

(1,004)

14

9,772

Land improvement

91

4

--

--

--

95

Total

186,516

4,328

(510)

--

(2,314)

188,020

 

 

 

 

 

 

 

Accumulated depreciation

31 March 2022

Depreciation expense

Disposals

Transfers

Currency translation differences

31 March 2023

Leasehold improvements

39,977

4,339

(121)

--

(246)

43,949

Machinery and equipment

8,900

1,342

(55)

--

(152)

10,035

Motor vehicles

9,670

1,007

(38)

--

(3)

10,636

Furniture and fixtures

6,487

729

(14)

--

(57)

7,145

Land improvement

71

4

--

--

--

75

Total

65,105

7,421

(228)

--

(458)

71,840

Net book value

121,411

 

 

 

 

116,180

 

 

 

As at 31 March 2024, the net book value of furniture fixture purchased through leasing amounted to USD 391 thousand (31 March 2023: nil), and the net book value of motor vehicles purchased through leasing amounted to USD 483 thousand (31 March 2023: USD 1,321 thousand). In 2024, the Group acquired machinery and equipment amounting to USD 0 thousand through finance leases (31 March 2023: USD 14 thousand).

 

As at 31 March 2024 and 31 March 2023, according to the “TOORA” and “BOT” tender agreements signed with the related Authorities, at the end of the agreement periods, real estate with their capital improvements will be returned as running, clean, free of any liability and free of charge.

 

During the year ended 31 March 2024 and 31 March 2023, no borrowing costs were capitalised into property and equipment.

 

As at 31 March 2024, the insured amount of property and equipment amounts to USD 688,337 thousand (31 March 2023: USD 373,200 thousand).

 

As at 31 March 2024, USD 6,041 thousand, USD 2,115 thousand are recognized in cost of sales and general and administrative expenses, respectively (31 March 2023: USD 5,676 and USD 1,744 thousand, respectively)

 

 

10                        Intangible assets

Movements of intangible assets for the year ended 31 March 2024 comprised the following: Intangible assets

 

USD ‘000

 

 

 

 

 

Cost

31 March 2023

Additions

Disposal

Currency translation differences

31 March 2024

Port operation rights

640,848

153,058

--

(2,130)

791,776

Customer relationships

5,366

--

--

(11)

5,355

Software

640

--

--

(4)

636

Other intangibles

1,166

158

(21)

459

1,762

Total

648,020

153,216

(21)

(1,686)

799,529

 

 

 

 

 

 

Accumulated amortization

31 March 2023

Amortisation expense

Disposal

Currency translation differences

31 March 2024

Port operation rights

133,106

23,284

(51)

(861)

155,478

Customer relationships

4,377

146

--

(4)

4,519

Software

596

15

--

(5)

606

Other intangibles

918

94

--

442

1,454

Total

138,997

23,539

(51)

(428)

162,057

Net book value

509,023

 

 

 

637,472

 

 

 

Movements of intangible assets for the year ended 31 March 2023 compromised the following: 

USD ‘000

 

 

 

 

 

Cost

31 March 2022

Additions

Disposal

Currency translation differences

31 March 2023

Port operation rights

533,150

119,279

(5,561)

(6,020)

640,848

Customer relationships

5,402

--

--

(36)

5,366

Software

626

28

--

(14)

640

Other intangibles

1,097

124

(1)

(54)

1,166

Total

540,275

119,431

(5,562)

(6,124)

648,020

 

 

 

 

 

 

Accumulated amortisation

31 March 2022

Amortisation expense

Disposal

Currency translation differences

31 March 2023

Port operation rights

123,561

16,315

(5,109)

(1,661)

133,106

Customer relationships

4,237

141

--

(1)

4,377

Software

593

17

--

(14)

596

Other intangibles

913

50

(1)

(44)

918

Total

129,304

16,523

(5,110)

(1,720)

138,997

Net book value

410,971

 

 

 

509,023

 

 

 

The details of Port operation rights as at 31 March 2024 and 31 March 2023 are as follows:

 

 

As at 31 March 2024

As at 31 March 2023

USD ‘000

Carrying Amount

Remaining Amortisation Period

Carrying Amount

Remaining Amortisation Period

Creuers del Port de Barcelona

56,443

75 months

66,217

87 months

Cruceros Malaga

8,320

101 months

8,865

113 months

Valletta Cruise Port

53,673

512 months

55,366

524 months

Port of Adria

12,406

237 months

13,137

249 months

Tarragona Cruise Port

5,442

120 months

671

132 months

Global Ports Canary Islands

12,544

465 months

5,021

477 months

GPH Alicante

2,408

168 months

1,059

180 months

Ege Ports

44,142

108 months

8,533

120 months

Bodrum Cruise Port

2,257

528 months

2,308

540 months

Nassau Cruise Port

344,662

281 months

344,080

293 months

Cagliari Cruise Port

833

33 months

1,144

45 months

Catania Cruise Port

1,073

45 months

1,339

57 months

San Juan Cruise Port

92,095

298 months

--

--

All port operating rights have arisen as a result of IFRS 3 Business combinations, except Barcelona Port Investments, Catania Cruise Port, Nassau Cruise Port, Tarragona, Canary Islands, Alicante, and San Juan Cruise Port which arose as a result of applying IFRIC 12. Each port represents a separate CGU as per IAS 36.

For the year ended 31 March 2024, borrowing costs amounting to USD 2,817 thousand have been capitalized into intangible assets (2023: USD 16,483 thousand).

As of 31 March 2024, USD 26,394 thousand and USD 483 thousand are recognized in Cost of sales and general administrative expenses, respectively (31 March 2023: USD 19,022 thousand and USD 833 thousand, respectively).

USD 14,444 thousand project expenses directly attributable to the creation of the port right have been capitalized as part of the port operating rights (2023: nil).

Recoverability of intangible assets

Management makes regular checks on internal and external impairment indicators. During fiscal year ended 31 March 2024 and as of this report date, Management did not note any internal or external indicators triggering a detailed impairment review. Based on the FY2024 performance of the Group companies, passenger and call numbers exceeded those achieved in prior year, the last comparative year of 2019 being last full operations year before Covid-19, and management forecasts, and all tariffs and operational revenues were either at the same level or higher compared to aforementioned periods. Management is confident on the carrying amounts of its subsidiaries being fully recoverable, with no impairment of any assets being deemed necessary. 

 

11                        Equity-accounted investments 

The nature of the operations and the locations of the equity-accounted investees of the Company are listed below:

 

Equity-accounted investees

 

Locations

Operations

LCT - Lisbon Cruise Terminals, LDA (“LCT”)

 

Portugal

Port operations

SATS – Creuers Cruise Services Pte. Ltd. (“Singapore Port”)

 

Singapore

Port operations

Venezia Investimenti Srl. (“Venice Investment”)

 

Italy

Port investments

Goulette Cruise Holding Ltd. (“La Goulette”)

 

UK

Port investments

Pelican Peak Investments Inc (“Pelican Peak”)

 

Canada

Ancillary services

 

Lisbon Cruise Terminals

The Group has entered into the concession agreement of Lisbon Cruise Port within the framework of a public-service concession on 18 July 2014 as part of the consortium comprising Global Liman, RCCL, Creuers and Group Sousa – Investimentos SGPS, LDA. The operation right of Lisbon Cruise Port has been transferred by the Port Authority of Lisbon to LCT-Lisbon Cruise Terminals, LDA, which was established by the Consortium on 26 August 2014. The Group has a 50% effective interest in Lisbon Cruise Terminals as at 31 March 2024, hence the Group can only appoint a minority of Directors to the Board and therefore does not have control over the entity. Lisbon Cruise Terminals has been recognised as an equity-accounted investee in the consolidated financial report as at and for the periods ended 31 March 2024 and 2023.

 

Singapore Port
Barcelona Port Investments, S.L (“BPI”) was established as a joint venture between the Group and Royal Caribbean Cruises Ltd. (“RCCL”) on 26 July 2013 for the purpose of acquiring Creuers. GPH CPF has 62% ownership in BPI. Creuers holds a 100% interest in the port operation rights for the Barcelona cruise port, as well as an 100% interest in the port operation rights for the Malaga cruise port and a 40% interest in the port operation rights for the Singapore cruise port. Singapore cruise port has a fiscal year starting from 1 April and ending on 31 March. The effective interest held on Singapore cruise port is 40%. Singapore has been recognised as an equity-accounted investee in the consolidated financial report as at and for the period ended 31 March 2024 (31 March 2023: 24.8%).

 

Venice Investment

Venezia Investimenti Srl is an international consortium formed for investing in Venezia Terminal Passegeri S.p.A (“VTP”). The international consortium formed as a joint venture by GPH, Costa Crociere SpA, MSC Cruises SA and Royal Caribbean Cruises Ltd each having a 25% share of the Company.

 

Goulette Cruise Holding

Goulette Cruise Holding is a joint venture established 50%-50% between the Company and MSC Cruises S.A. ("MSC"), to acquire La Goulette Shipping Cruise, which operates the cruise terminal in La Goulette, Tunisia. The Company made a share capital contribution for its 50% shareholding amounting to €55 thousand and issued a loan of $6m in December 2019 to fund the acquisition of La Goulette Shipping Cruise proportionately to its share. The joint venture acquired the shares in La Goulette Shipping Cruise on 26 December 2019.

 

Pelican Peak

The Group invested in Pelican Peak, a company established in Canada and operating in the Caribbean region to provide ancillary services to cruise passengers. The investment in Pelican Peak shares were made as part of the Group’s plans to integrate its services vertically and increase ancillary service opportunities of the Group.

 

Impairment analysis

The nature of and changes in the risks associated with investments in associates, including internal and external indicators have been assessed and determined not to result in an impairment indicator.

 

For the year ended 31 March 2024

 

At 31 March 2024, Venezia Investimenti, Lisbon Cruise Terminals, Goulette Cruise Holding, Singapore Port and Pelican Peak are equity-accounted investees in which the Group participates.

 

The following table summarises the financial information of Goulette Cruise Holding, Venezia Investimenti, Lisbon Cruise Terminals, Singapore Port and Pelican Peak as included in the consolidated financial statements as at 31 March 2024. The table also reconciles the summarised financial information to the carrying amo