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

 

 

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

 

 

 

 

 

 

 

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.

 

2. 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.

 

 

2. 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

 

 

3. 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.