REG - Gulf Marine Services - Final Results
24/04/2023 07:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230424:nRSX1404Xa&default-theme=true
RNS Number : 1404X Gulf Marine Services PLC 24 April 2023
April 24(th), 2023
Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', 'the Company' or 'the Group')
2022 Financial Results
Gulf Marine Services PLC ("GMS" or the "Company"), a leading provider of
advanced self‐propelled, self‐elevating support vessels serving the
offshore oil, gas and renewables industries, is pleased to announce its full
year financial results for the year to 31 December 2022.
Financial Overview:
2022 2021 2020
US$m US$m US$m
Revenue 133.2 115.1 102.5
Gross profit/(loss) 60.5 60.6 (55.5)
Adjusted EBITDA 71.5 64.1 50.4
Impairment reversal/(impairment) 7.8 15.0 (87.2)
Net profit/(loss) for the year 25.4 31.2 (124.3)
Adjusted net profit/(loss) 17.6 18.0 (15.3)
2022 Financial Highlights
· Revenue increased by 15.7% to US$ 133.2 million (2021: US$ 115.1
million) driven by increased utilisation mainly on E-class vessels and higher
average day rates across all vessel classes.
· Adjusted EBITDA increased to US$ 71.5 million (2021: US$ 64.1
million) driven by an increase in revenue. Adjusted EBITDA margin decreased to
54% (2021: 56%), which is due to the recognition of a charge for the
bankruptcy of a client as well as other one-off costs and an increase in
professional fees.
· Cost of sales excluding depreciation, amortisation and the reversal
of impairment/impairment charge was
US$ 51.2 million (2021: US$ 41.2 million) driven by increase in utilisation,
the recognition of a charge for the bankruptcy of a client, as well as other
one-off costs.
· General and administrative expenses increased to US$ 13.2 million
(2021: US$ 12.3 million), driven by an increase in professional fees; however
general and administrative costs as a percentage of revenue had decreased to
10% (2021: 11%).
· US$ 7.8 million net reversal of impairment compared to US$ 15.0
million in 2021.
· For a second year in a row, the Group generated profit: US$ 25.4
million in 2022 (2021: US$ 31.2 million). Adjusted net profit of US$ 17.6
million (2021: US$ 18.0 million).
· Finance expenses have increased to US$ 20.1 million (2021: US$ 14.5
million) during the year. This is driven by an increase in LIBOR rates from
0.2% in 2021 to 4.7% during the year, as well as an increase in the fair value
of the embedded derivatives of US$ 2.5 million (2021: US$ 0.3 million).
· Net bank debt reduced to US$ 315.8 million (2021: US$ 371.3
million). Net leverage ratio reduced to 4.4 times (2021: 5.8 times).
2022 Operational Highlights
· Average fleet utilization increased by 4 percentage points to 88%
(2021: 84%) with a notable improvement in
E-Class vessels at 82% (2021: 72%). Average utilization for K-Class vessels
improved marginally to 87%
(2021: 86%), whilst there was a small decrease in average utilization for
S-Class vessels to 97% (2021: 98%).
· Average day rates increased notably to US$ 27.5k (2021: US$ 25.7k)
with improvements across all vessel classes, particularly for E-class and
K-class vessels.
· Six new contracts in the year, worth US$ 271.0 million (2021: nine
contracts worth US$ 66.0 million), with new charters and extensions secured in
the year totaled 19.4 years (2021: 9.6 years). Operational downtime increased
to 2.2% (2021: 1.5%).
2023 Highlights and Outlook
· 2023 utilization currently stands at 95% (84% being secured)
against actual utilization of 88% in 2022.
· Anticipate continued improvement on day rates as our vessel demand
outstrips supply on the back of a strong pipeline of opportunities.
· Average secured day rates of over 6% higher than 2022 actual
levels.
· Reversal of impairment recognized with a value of US$ 7.8 million
indicative of continuing to improve long-term market conditions.
· The Group expects its financial performance to continue to improve
and reiterates its EBITDA guidance of between US$ 75-US$ 83 million for 2023.
· Group anticipates net leverage ratio to be below 4.0 times before
the end of 2023.
Mansour Al Alami, Executive Chairman said: "We are proud of the results
achieved in 2022 as they set the path for further growth in 2023 and beyond.
Our safety record remains very satisfactory. We also delivered on our plans to
control emissions. We have had the highest repayment of our debt from
operations on record, doubling what we had committed to through the syndicate
agreement. The backlog on hand confirms the market demand for our services
remains strong. The increase in chartering rates helps us get back on a
favorable trajectory, despite increase in interest rates. Despite our best
efforts and for reasons beyond our control, our leverage remained above 4x
fueling our eager to continue to deleverage. We look forward to continuing
this journey making sure that our topline growth and control spending measures
continue to service the debt and meeting the covenants. On behalf of the
Board, I would like to thank all our staff for a year of hard work and for
their continued commitment to GMS. I would also like to thank our
stakeholders, including customers, suppliers, and lenders for their support
during the past year and I look forward to continuing working with them in the
future".
This announcement contains inside information and is provided in accordance
with the requirements of Article 17 of the Market Abuse Regulation (EU) No.
596/2014 (as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended).
Enquiries: Gulf Marine Services PLC Tel: +44 (0)20 7603 1515
Mansour Al Alami Executive Chairman
Celicourt Communications
Mark Antelme
Philip Dennis
Tel: +44 (0) 208 434 2643
Notes to Editors:
Gulf Marine Services PLC, a company listed on the London Stock Exchange, was
founded in Abu Dhabi in 1977 and has become a world leading provider of
advanced self‐propelled self‐elevating support vessels (SESVs). The fleet
serves the oil, gas and renewable energy industries from its offices in the
United Arab Emirates, Saudi Arabia and Qatar. The Group's assets are capable
of serving clients' requirements across the globe, including those in the
Middle East, Southeast Asia, West Africa, North America, the Gulf of Mexico
and Europe. The GMS fleet of 13 SESVs is amongst the youngest in the industry,
with an average age of 12 years. The vessels support GMS's clients in a broad
range of offshore oil and gas platform refurbishment and maintenance
activities, well intervention work and offshore wind turbine maintenance work
(which are opex‐led activities), as well as offshore oil and gas platform
installation and decommissioning and offshore wind turbine installation (which
are capex‐led activities). The SESVs are categorised by size ‐ K‐Class
(Small), S‐Class (Mid) and E‐Class (Large) ‐ with these capable of
operating in water depths of 45m to 80m depending on leg length. The vessels
are four‐legged and are self‐ propelled, which means they do not require
tugs or similar support vessels for moves between locations in the field; this
makes them significantly more cost‐effective and time‐efficient than
conventional offshore support vessels without self‐propulsion. They have a
large deck space, crane capacity and accommodation facilities (for up to 300
people) that can be adapted to the requirements of the Group's clients. Gulf
Marine Services PLC's Legal Entity Identifier is 213800IGS2QE89SAJF77
www.gmsuae.com
Disclaimer
The content of the Gulf Marine Services PLC website should not be considered
to form a part of or be incorporated into this announcement. Cautionary
Statement This announcement includes statements that are forward‐looking in
nature. All statements other than statements of historical fact are capable of
interpretation as forward‐looking statements. These statements may
generally, but not always, be identified by the use of words such as 'will',
'should', 'could', 'estimate', 'goals', 'outlook', 'probably', 'project',
'risks', 'schedule', 'seek', 'target', 'expects', 'is expected to', 'aims',
'may', 'objective', 'is likely to', 'intends', 'believes', 'anticipates',
'plans', 'we see' or similar expressions. By their nature these
forward‐looking statements involve numerous assumptions, risks and
uncertainties, both general and specific, as they relate to events and depend
on circumstances that might occur in the future. Accordingly, the actual
results, operations, performance or achievements of the Company and its
subsidiaries may be materially different from any future results, operations,
performance or achievements expressed or implied by such forward‐looking
statements, due to known and unknown risks, uncertainties and other factors.
Neither Gulf Marine Services PLC nor any of its subsidiaries undertake any
obligation to publicly update or revise any forward‐ looking statement as a
result of new information, future events or other information. No part of this
announcement constitutes, or shall be taken to constitute, an invitation or
inducement to invest the Company or any other entity and must not be relied
upon in any way in connection with any investment decision. All written and
oral forward‐ looking statements attributable to the Company or to persons
acting on the Company's behalf are expressly qualified in their entirety by
the cautionary statements referred to above.
CHAIRMAN'S REVIEW
Strapline: Value transfer to shareholders
Benefiting from stronger demand for our vessels at increased rates and
recognising the strategic importance to lower its debt, the Group maintained
its focus on de-leveraging during the year.
Group performance
Revenue increased by 15.7% to US$ 133.2 million (2021: US$ 115.1 million) with
an increase in utilisation of
4 percentage points to 88% (2021: 84%), the highest level seen by the Group
since 2016. There was a notable improvement in E-Class vessels utilization at
82% (2021: 72%), while both S-Class and K-Class utilization remained stable at
97% (2021: 98%) and 87% (2021: 86%) respectively. Average day rates across the
fleet increased by 7% to US$ 27.5k (2021: US$ 25.7k). As these are averages
for the fleet with some contracts carried over from previous years at lower
rates, the actual increase for new contracts was higher than the average.
Vessel operating expenses increased by 24.3% to US$ 51.2 million (2021: $41.2
million), as a result of the increase in utilisation, and the recognition of a
charge for the bankruptcy of a client, as well as other one-off costs. General
and administrative expenses as a percentage of revenue decreased from 11% to
10% despite an increase of US$ 0.9 million to US$ 13.2 million driven by an
increase in professional fees.
Adjusted EBITDA was US$ 71.5 million, increasing 11.5% from the previous year
(2021: US$ 64.1 million) mainly driven by improved utilisation and the
increase in day rates.
During the year there was a net reversal of previous impairment charges of US$
7.8 million (2021: US$ 15 million), indicative of further improvement to
long-term market conditions despite an increase in the weighted average cost
of capital driven by a higher cost of debt.
The Group continued to be profitable for the year at US$ 25.4 million (2021:
US$ 31.2 million) and an adjusted net profit of US$ 17.6 million (2021: US$
18.0 million). The increase in financial costs from US$14.5 million in 2021 to
US$ 20.1 in 2022 offset the gains from other operational metrics.
Capital structure and liquidity
Net bank debt reduced to US$ 315.8 million (2021: US$ 371.3 million). During
the year, the Group repaid
US$ 51.5 million towards its debt, of which US$ 26.0 million were an
obligation as per the agreement with the Lenders. This combination of reduced
debt and improved adjusted EBITDA led to a reduction in the net leverage ratio
from 5.8 times at the end of 2021 to 4.4 times at the end of 2022. The Group
will continue its focus on reducing its leverage going forward.
As the Group didn't raise US$ 50.0 million of equity by the end of 2022, it
issued on 2 January 2023, 87.6 million warrants giving potential rights to 137
million shares if exercised, as per the terms of its agreement with the
Lenders. The strike price was determined by an external Calculation Agent to
be at 5.75 pence per share.
During the year, the interest rates on the loan went up from 3% at end of 2021
to 7.7% at the end of 2022 (being 3% plus LIBOR) and as LIBOR increased from
0.2% to 4.7%. For 2023, the interest rates will go up to 4.0% + LIBOR and a
PIK margin of 2.5% will apply for as long as leverage remains above 4.0 times
EBITDA.
Commercial and operations
The Group secured six new contracts in the year, worth US$ 271.0 million
(2021: nine contracts worth
US$ 66.0 million). The revenue recognised for these new contracts during the
year was US$ 7.4 million.
The Group continued to be profitable for a second consecutive year. In 2022,
the Group achieved its best year for financial performance for many years.
Average utilisation, particularly for K-Class vessels, has remained at its
highest level since 2016. New charters and extensions secured in the year
totalled 19.4 years in aggregate. Operational downtime increased slightly to
2.2% (2021: 1.5%).
Governance
As a board, we have continued to put emphasis on the development of effective
risk management and internal control systems, including regular audits and
reporting to ensure accountability and transparency. Demonstrated by over 50
meetings with investors and other stakeholders, we had open lines of
communication on relevant information coupled with active listening to
feedback. We conducted sessions on transparent and ethical business practices,
including a code of conduct review for employees and stakeholders, and
ensuring compliance with relevant regulations and laws. As an example of our
continuous commitment towards environmental, social, and governance (ESG)
initiatives, including sustainability practices and community engagement, we
organized our annual offsite meeting in the Al Jubail Mangroves where every
share-based employee present had the opportunity to plant a tree.
I currently hold the position of Chairman and Chief Executive, leading the
business and the Board. Whilst holding the positions of both Chairman and
Chief Executive is not recommended by the 2018 UK Corporate Governance Code
(the Code), the Board has concluded that, at this stage in the Group's
turnaround process, this continues to be appropriate. This recognises both the
level and pace of change necessary for the Group and its relatively small
scale. This will be regularly assessed by the Board as the Group progresses
through its turnaround process.
2022 2021 2020
US$m US$m US$m
Revenue 133.2 115.1 102.5
Gross profit/(loss) 60.5 60.6 (55.5)
Adjusted EBITDA(1) 71.5 64.1 50.4
Impairment reversal/(impairment) 7.8 15.0 (87.2)
Net profit/(loss) for the year 25.4 31.2 (124.3)
Adjusted net profit/(loss)(2) 17.6 18.0 (15.3)
1 Represents operating profit/(loss) after adding back depreciation,
amortisation and the reversal of impairment in 2022, 2021 and 2020. This
measure provides additional information in assessing the Group's underlying
performance that management can more directly influence in the short term and
is comparable from year to year. A reconciliation of this measure is provided
in Note 31.
2 Represents net profit/(loss) after adding back depreciation, amortisation
the reversal of impairment and adjusting items in 2022, 2021 and 2020. This
measure provides additional information in assessing the Group's total
performance that management can more directly influence and is comparable from
year to year.
A reconciliation of this measure is provided in Note 31.
Removal of material uncertainty
The Group is again operating as a Going Concern without any material
uncertainties.
Safety
The Group maintained the same loss injury of 0.1 in 2022 vs 2021 as there was
only one Lost Time Injury which happened in the middle of the fourth quarter
of the year with no other recordable injuries. However, because there was no
other recordable injury, our Total Recordable Injury Rate (TRIR) improved from
0.2 (2021) to 0.1 (2022). These levels continue to be significantly below
industry average and in both cases have since returned to zero in early 2023.
We continue to look at areas of improvement in our systems and processes and
engaging our employees to ensure that our offshore operations continue to be
as safe as possible in line with the expectations of our customers and
stakeholders.
Task Force on Climate-related Financial Disclosures
In 2021 we committed to complying with LR 9.8.6(8)R requirements by including
climate-related financial disclosures consistent with Task Force on Climate
related Financial Disclosures (TCFD) recommendations and recommended
disclosures. This is a new requirement for premium listed companies on the
London Stock Exchange. This 2022 TCFD report explains how GMS now complies
with all eleven of the recommendations.
The TCFD recommendations focus on how companies respond to the risks and
opportunities associated with climate change. Consistent with the
recommendations, climate scenario analysis was used to understand the
potential climate-related transition and physical risks to our operations over
the short, medium, and long term. Climate change is now integrated into our
enterprise risk assessment process. Risk management workshops are held at
least bi-annually between myself, as Executive Chairman, and the senior
management team. Full details are provided in our TCFD report, which will be
published as part of the annual report.
Outlook
We started 2023 with a backlog level not seen in many years at US$ 369m. The
Group anticipates seeing continued improvements in day rates and utilisation
levels in 2023, even though most of its vessels are already under contract for
the remainder of the year. Secured utilisation for 2023 currently stands at
86% (equivalent in 2022: 80%).
Secured backlog stands at US$ 341.7 million as at 1 April 2023, of which US$
258.6 million are firm (US$ 179.2 million as at 1 April 2022 of which US$
122.2 million were firm). The average of secured day rates for 2023 are US$
29.9k, which is over 6% higher than 2022 actual average day rates. Given the
current high levels of utilisation secured, combined with higher day rates,
the Group expects the financial performance to continue to improve and
reiterates its EBITDA guidance of between US$ 75-US$ 83 million for 2023.
Mansour Al Alami
Executive Chairman
24 April 2023
FINANCIAL REVIEW
2022 2021 2020
US$m US$m US$m
Revenue 133.2 115.1 102.5
Gross profit/(loss) 60.5 60.6 (55.5)
Adjusted EBITDA(1) 71.5 64.1 50.4
Net asset reversal/(impairment) 7.8 15.0 (87.2)
Profit/(loss) for the year 25.4 31.2 (124.3)
Adjusted profit/(loss)(2) 17.6 18.0 (15.3)
1 Represents operating profit after adjusting for depreciation,
amortisation and (impairments) / reversal of impairments. This measure
provides additional information in assessing the Group's underlying
performance that management can more directly influence in the short term and
is comparable from year to year. A reconciliation of this measure is provided
in Note 31.
2 Represents net profit/(loss) after adjusting for the (impairments) /
reversal of impairments and other
non-recurring items. This measure provides additional information in assessing
the Group's total performance that management can directly influence and is
comparable from year to year. A reconciliation of this measure is provided in
Note 31.
Introduction
Revenue increased by 15.7% to US$ 133.2 million (2021: US$ 115.1 million).
Vessel utilisation increased to 88% (2021: 84%) mainly driven by securing long
term contracts for vessels that were off hire in 2021. These long-term
contracts secured higher day rates in the current year, contributing to the
increase in revenue. E-Class utilisation levels increased to 82% (2021: 72%),
while our K-Class and S-Class utilisation remained also almost flat at 87%
(2021: 86%) and at 97% (2021: 98%) respectively.
Average day rates increased by 7% to US$ 27.5k (2021: US$ 25.7k) across all
vessel classes. This was driven by an increase in average E-class day rates to
US$ 35.4k (2021: US$ 31.6k), while K-class and S-class average day rates also
improved to US$ 20.3k (2021: US$ $19.1k) and US$ 31.6k (2021: US$ 31.0k)
respectively.
Adjusted EBITDA(1) increased to US$ 71.5 million (2021: US$ 64.1 million)
while there is a slight decrease in adjusted EBITDA margin to 54% (2021: 56%).
The increase in Adjusted EBITDA is mainly driven by the increase in
utilisation particularly in the Group's higher earning E-Class vessels
described above, as well as an increase in daily rates across our vessels.
Vessel operating expenses(3) increased by 24% to US$ 51.2 million (2021: US$
41.2 million), driven by an increase in utilisation, the recognition of a
charge for the bankruptcy of a client, as well as other one-off costs.
General and administrative expenses(3) slightly increased by US$ 0.9 million
to US$ 13.2 million, mainly driven by an increase in professional fees.
The Group reported a net profit for the year of US$ 25.4 million (2021: US$
31.2 million). The decrease in profit was mainly driven by higher finance
expense of US$ 20.1 million (2021: US$ 14.5 million), which comprised the
revaluation gain in revision of the debt facility in 2021 amounting to US$ 6.3
million, which did not occur during the current year. This is offset by an
increase in the current year valuation of the embedded derivative, impacting
the net profit by US$ 2.5m (2021: US$ 0.2m). This is also accompanied by a net
reversal of impairment recognised at US$ 7.8 million compared to US$ 15.0
million in the previous year.
Adjusted net profit which excludes net impairment charge reversals in both
2022 and 2021 and exceptional finance costs in 2021 was US$ 17.6 million
(2021: US$ 18.0 million).
Finance expenses have increased to US$ 20.1 million (2021: US$ 14.5 million)
during the year. This is driven by an increase in LIBOR rates from 0.2% in
2021 to 4.7% during the year, as well as an increase in the fair value of the
embedded derivatives of US$ 2.5 million (2021: US$ 0.2 million). As the
warrants were issued in January 2023, the balance is recognised as a current
liability as at 31 December 2022.
Net bank debt(3) reduced to US$ 315.8 million (2021: US$ 371.3 million). The
net leverage ratio has reduced to 4.4 times compared to 5.8 times in 2021.
This is due to the increase in adjusted EBITDA and a result of the Group's
effort to de-leverage by paying US$ 51.5 million towards the working capital
facility and principal of the bank borrowings during the year, of which US$
26.0 million were an obligation as per agreement with Lenders.
Revenue and segmental profit/(loss)
The table below shows the contribution to revenue, and segment gross profit or
loss made by each vessel class during the year.
Utilisation in 2022 increased to 88% (2021: 84%). This continues to be the
highest level of utilisation achieved since 2015. Our E-Class utilisation
levels have significantly increased to 82% (2021: 72%). K-Class utilisation
remained relatively flat at 87% (2021: 86%) and S-Class utilisation was 97%
(2021: 98%).
There was an increase in average day rates by 7.3% which amounted to US$ 27.5k
(2021: US$ 25.7k). Vessel day rates for E-Class vessels increased by 12.0%
which secured contracts with higher day rates than compared to 2021, with
increases to K-Class and S-Class rates of 6% and 2% respectively.
The UAE, Qatar and Saudi Arabia combined region continue to be the largest
geographical market representing 89% (2021: 89%) of total Group revenue. The
remaining 11% (2021: 11%) of revenue was earned from Offshore Windfarms in the
renewables market in Europe. National Oil Companies (NOCs) continue to be the
Group's principal client representing 76% of 2022 total revenue (2021: 70%).
Revenue Gross profit/(loss) Adjusted gross profit/(loss)
US$'000
US$'000
US$'000*
Vessel Class 2022 2021 2022 2021 2022 2021
E-Class vessels 51,135 38,680 18,641 21,277 15,321 11,170
S-Class vessels 33,986 33,420 12,600 15,897 17,231 15,897
K-Class vessels 48,036 43,027 29,409 23,568 20,310 18,716
Other vessels - - (116) (116) (116) (116)
Total 133,157 115,127 60,534 60,626 52,746 45,667
* See Glossary and Note 31 of the consolidated financial statements.
Cost of sales, reversal of impairments and administrative expenses
Cost of sales excluding the net reversal of impairments increased to US$ 80.4
million (2021: US$ 69.5 million) with operating expenses increasing by US$ 10
million and depreciation and amortisation increasing by US$ 0.9 million. In
line with the increase in revenue by 15.7%, cost of sales excluding
depreciation and amortisation increase by 24.3% to US$ 51.2 million (2021: US$
41.2 million). Total depreciation and amortisation included in cost of sales
amounted to US$ 29.2 million in 2022 (2021: US$ 28.2 million).
Management performed a formal impairment assessment of the Group's fleet,
comparing the net book value to the recoverable amount as at 31 December 2022.
Based on the assessment, the total recoverable amount of the fleet was
computed at US$ 595.5 million (2021: US$ 631.9 million) resulting in an
impairment charge reversal of US$ 21.0 million and an impairment charge of US
$13.2 million (2021: impairment charge reversal of US$ 15.0 million). Refer to
Note 5 in the consolidated financial statements for further details.
Overall general and administrative costs increased from US$ 12.3 million in
2021 to US$ 13.2 million in 2022. Underlying G&A (which excludes
depreciation and amortisation) increased to US$ 10.5 million
(2021: US$ 9.8 million).
Adjusted EBITDA
Adjusted EBITDA, which excludes the impact of net reversal of impairment in
both 2022 and 2021, increased to
US$ 71.5 million (2021: US$ 64.1 million), mainly driven by the increase in
utilisation particularly in the Group's higher earning E-Class vessels
described above. Adjusted EBITDA is considered an appropriate, comparable
measure showing underlying performance, that management are able to influence.
Please refer to Note 31 and Glossary for further details.
Finance expense
Finance expense increased from US$ 14.5 million in 2021 to US$ 20.1 million in
2022. The main component of finance expense includes US$ 17.2 million (2021:
US$ 17.5 million) interest on bank borrowings which has only reduced
marginally from 2021, for the reasons explained above. The primary reason for
the increase in finance expense year on year is due to the revaluation gain in
revision of debt facility in 2021 amounting to US$ 6.3 million, which did not
occur during the current year. This is offset by an increase in the valuation
of the embedded derivative with a net loss on changes in fair value of US$ 2.5
million as compared to net gain on changes of fair value (including
recognition and derecognition of the embedded derivative) in the prior year of
US$ 0.7 million. Finance expense was also reduced by the net gain on changes
in fair value of interest rate swap of US$ 1.1 million
(2021: US$ 0.3 million).
Earnings
The Group achieved a net profit of US$ 25.4 million (2021: US$ 31.2 million),
mainly driven by an increase in utilisation, increase in finance expense and
the net reversal of impairment booked in at US$ 7.8 million
(2021: US$ 15.0 million), all described above.
After reflecting for adjusting items (net impairment reversals in 2022 and
2021 and finance expenses in 2021) the Group incurred an adjusted profit of
US$ 17.6 million (2021: US$ 18.0 million).
Capital expenditure
The Group's capital expenditure during the year reduced to US$ 9.1 million
(2021: US$ 12.2 million).
Cash flow and liquidity
During the year, the Group delivered significantly higher operating cash flows
of US$ 82.6 million
(2021: US$ 40.5 million). This increase is primarily as a result of the
movement in trade receivables and trade and other payables described below.
The net cash outflow from investing activities for 2022 decreased to US$ 6.3
million (2021: US$ 11.5 million).
The Group's net cash flow from financing activities was an outflow of US$ 72.3
million during the year
(2021: US$ 24.5 million) mainly comprising net repayments to the bank of US$
51.4 million (US$ 31.0 million) and interest paid of US$ 17.6 million (US$
13.0 million). Cash outflows in 2021 were offset primarily by the proceeds
from issue of shares amounting to US$ 27.8m, which did not reoccur in 2022.
Balance sheet
Total non-current assets at 31 December 2022 were US$ 605.3 million (2021: US$
617.2 million), following a
US$ 7.8 million net reversal of impairment on some of the Group's vessels
(2021: US$ 15.0 million).
Total current assets at 31 December 2022 were US$ 53.6 million (2021: US$ 57.2
million). Cash and cash equivalents increased to US$ 12.3 million (2021: US$
8.3 million). Trade and other receivables decreased to US$ 40.9 million (2021:
US$ 48.9 million) of which US$ 33.2 million (2021: US$ 41.9 million) related
to net trade receivables and US$ 7.7 million (2021: US$ 7.0 million) to other
receivables. The decrease in trade receivables was mainly driven by the effort
of the Group to collect cash on a timely manner from customers. Trade
receivables are primarily with NOC and EPC companies, with over 97% being aged
between 0-60 days. Out of the year-end balance, over US$ 20 million has
subsequently been collected.
Total current liabilities increased to US$ 69.3 million at 31 December 2022
(2021: US$ 53.0 million). Trade payables, including amounts due to related
parties of US$ 2.8 million (2021: US$ 0.2 million), increased to US$ 15.5
million (2021: US$ 9.0 million) and other payables increased to US$ 12.5
million (2021: US$ 10.4 million). There was an increase in bank borrowings
due within one year to US$ 30.0 million (2021: US$ 26.1 million), this is due
to the increase in the quarterly payments of the bank borrowings from US$ 6.0
million to US$ 7.5million, as per the loan agreement. Further, the embedded
derivative of US$ 3.2 million was reclassified from non-current liabilities to
current liabilities during the year.
The increase in equity reflects the net profit achieved during the period.
Current assets have decreased as receivables are converted into cash that was
used to repay the working capital facility. While current assets are lower
than current liabilities, the Group continues to monitor the situation and
expects to honour all its short-term liabilities.
Net bank debt and borrowings
Net bank debt as at 31 December 2022 reduced to US$ 315.8 million (2021: US$
371.3 million) due to payments of US$ 51.5 million during the year. These
payments comprised of US$ 30.0m towards the principal loan and US$ 21.5m
towards the Working Capital Facility. The net leverage ratio has significantly
reduced and was 24% lower at 4.4 times as at 31 December 2022 compared to 5.8
times in 2021, as a result of improved adjusted EBITDA.
Going Concern
The Group successfully completed the refinancing of its loan on significantly
improved terms in 2021 thus providing a positive platform on which the future
development and growth of the business can be based. Successful negotiations
with lenders have resulted in improved margin interest rates thus enabling the
Group to manage its short-term liabilities in a better way.
Warrants being granted and vesting is a non-cash transaction and would not
impact the Groups ability to remain a Going Concern. If the warrants are
exercised, the holders would be required to pay the Group circa US$ 9.6
million (GBP 7.9 million).
The Group's forecasts indicate that its revised debt facility will provide
sufficient liquidity for its requirements for at least the next 12 months and
accordingly, the consolidated financial statements for the Group have been
prepared on the Going Concern basis. For further details please refer the
Going Concern disclosure in Note 3 of the financial statements.
Related party transactions
During the year, there were related party transactions with our partner in
Saudi Arabia for leases of breathing equipment for some of our vessels and
office space totalling US$ 0.6 million (2021: US$ 0.5 million). In addition,
there were related party transactions for catering services on one of our
vessels totalling to US$ 1.2 million
(2021: US$ 0.3 million) and overhauling services totalling US$ 1.9 million
(2021: US$ nil), from affiliates of Mazrui International LLC, the Group's
second largest shareholder (25.6%).
The Group is not allowed to have any transactions with its largest
shareholder, Seafox International (29.99%) as agreed with Lenders. Further
details can be found in Note 24 of the consolidated financial statements.
Adjusting items
The Group presents adjusted results, in addition to the statutory results, as
the Directors consider that they provide a useful indication of performance. A
reconciliation between the adjusted non-GAAP and statutory results is provided
in Note 31 of the consolidated financial statements with further information
provided in the Glossary.
Alex Aclimandos
Chief Financial Officer
24 April 2023
GULF MARINE SERVICES PLC Consolidated statement of profit or loss and other
comprehensive income
For the year ended 31 December 2022
Notes 2022 2021
US$'000 US$'000
Revenue 30,33 133,157 115,127
Cost of sales (78,587) (69,398)
Impairment loss (13,192) -
Reversal of impairment 5,30 20,980 14,959
Expected credit losses 9 (1,824) (62)
Gross profit 60,534 60,626
General and administrative expenses (13,212) (12,272)
Operating profit 47,322 48,354
Finance income 34 11 9
Finance expense 35 (20,137) (14,463)
Foreign exchange loss, net 36 (138) (1,002)
Other income 36 68 28
Profit for the year before taxation 27,126 32,926
Taxation charge for the year 8 (1,724) (1,707)
Net profit for the year 25,402 31,219
Other comprehensive income/(expense) - items that may be reclassified to
profit or loss:
Net hedging gain reclassified to the profit or loss 35 279 278
Net exchange loss on translation of foreign operations (799) (91)
Total comprehensive gain for the year 24,882 31,406
Profit attributable to:
Owners of the Company 25,326 31,001
Non-controlling interests 19 76 218
25,402 31,219
Total comprehensive profit attributable to:
Owners of the Company 24,806 31,188
Non-controlling interests 19 76 218
24,882 31,406
Earnings per share:
Basic (cents per share) 32 2.49 4.48
Diluted (cents per share) 32 2.47 4.46
All results are derived from continuing operations in each year. There are no
discontinued operations in either year.
GULF MARINE SERVICES PLC Consolidated statement of financial position
As at 31 December 2022
Notes 2022 2021
US$'000 US$'000
ASSETS
Non-current assets
Property and equipment 5 592,955 605,526
Dry docking expenditure 6 8,931 8,799
Right-of-use assets 7 3,371 2,884
Total non-current assets 605,257 617,209
Current assets
Derivative financial instruments 11 386 -
Trade receivables 9 33,179 41,948
Prepayments, advances and other receivables 10 7,722 6,969
Cash and cash equivalents 12 12,275 8,271
Total current assets 53,562 57,188
Total assets 658,819 674,397
EQUITY AND LIABILITIES
Capital and reserves
Share capital - Ordinary 13 30,117 30,117
Share capital - Deferred 13 - 46,445
Capital redemption reserve 13 46,445 -
Share premium account 13 99,105 99,105
Restricted reserve 14 272 272
Group restructuring reserve 15 (49,710) (49,710)
Share based payment reserve 16 3,632 3,648
Capital contribution 17 9,177 9,177
Cash flow hedge reserve 11 (279) (558)
Translation reserve (2,885) (2,086)
Retained earnings 149,712 124,386
Attributable to the owners of the Company 285,586 260,796
Non-controlling interests 19 1,988 1,912
Total equity 287,574 262,708
Current liabilities
Trade and other payables 21 27,979 19,455
Current tax liability 6,321 5,669
Bank borrowings - scheduled repayments within one year 22 30,000 26,097
Lease liabilities 23 1,845 1,817
Derivative financial instruments 11 3,198 -
Total current liabilities 69,343 53,038
Non-current liabilities
Provision for employees' end of service benefits 20 2,140 2,322
Bank borrowings - scheduled repayments more than one year 22 298,085 353,429
Lease liabilities 23 1,677 1,107
Derivative financial instruments 11 - 1,793
Total non-current liabilities 301,902 358,651
Total liabilities 371,245 411,689
Total equity and liabilities 658,819 674,397
GULF MARINE SERVICES PLC Consolidated statement of changes in equity
For the year ended 31 December 2022
Share capital - Ordinary Share capital - Deferred Capital redemption reserve Share premium Restricted reserve Group restructuring reserve Share based payment reserve Capital contribution Cash flow hedge reserve Translation Retained earnings Attributable to the Owners of the Company Non-controlling interests Total equity
account reserve
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January 2021 58,057 − − 93,080 272 (49,710) 3,740 9,177 (836) (1,995) 93,385 205,170 1,694 206,864
Profit for the year − − − − − − − − − − 31,001 31,001 218 31,219
Other comprehensive income for the year
Net hedging gain on interest hedges reclassified to the profit or loss − − − − − − − − 278 − − 278 − 278
Exchange differences on foreign operations − − − − − − − − − (91) − (91) − (91)
Total comprehensive income for the year − − − − − − − − 278 (91) 31,001 31,188 218 31,406
Transactions with owners of the Company
Share based payment charge (Note 16,28) − − − − − − (18) − − − − (18) − (18)
Capital reorganisation (Note 12) (46,445) − − − − − − − − − − (46,445) − (46,445)
Issue of share capital (Note 12) 18,505 46,445 − 9,253 − − − − − − − 74,203 − 74,203
Share issue costs (Note 12) − − − (3,228) − − − − − − − (3,228) − (3,228)
Cash settlement of share-based payments (Note 27) − − − − − − (74) − − − − (74) − (74)
Total transactions with owners of the Company (27,940) 46,445 − 6,025 − − (92) − − − − 24,438 − 24,438
At 31 December 2021 30,117 46,445 − 99,105 272 (49,710) 3,648 9,177 (558) (2,086) 124,386 260,796 1,912 262,708
Profit for the year − − − − − − − − − − 25,326 25,326 76 25,402
Other comprehensive income for the period
Net hedging gain on interest hedges reclassified to the profit or loss − − − − − − − − 279 − − 279 − 279
Exchange differences on foreign operations − − − − − − − − − (799) − (799) − (799)
Total comprehensive income for the year − − − − − − − − 279 (799) 25,326 24,806 76 24,882
Transactions with owners of the Company
Capital reorganisation (Note 13) − (46,445) 46,445 − − − − − − − − - − -
Share based payment charge (Note 16,28) − − − − − − 45 − − − − 45 − 45
Cash settlement of share- based payments (Note 27) − − − − − − (61) − − − − (61) − (61)
Total transactions with owners of the Company − (46,445) 46,445 − − − (16) − − − − (16) − (16)
At 31 December 2022 30,117 - 46,445 99,105 272 (49,710) 3,632 9,177 (279) (2,885) 149,712 285,586 1,988 287,574
Refer to Notes 13 to 19 for description of each reserve.
GULF MARINE SERVICES PLC Consolidated statement of cash flows
For the year ended 31 December 2022
Notes 2022 2021
US$'000 US$'000
Net cash generated from operating activities 37 82,565 40,511
Investing activities
Payments for additions of property and equipment (3,345) (7,898)
Dry docking spend excluding drydock accruals (2,970) (3,609)
Interest received 11 9
Net cash used in investing activities (6,304) (11,498)
Financing activities
Repayment of bank borrowings (51,445) (30,983)
Interest paid on bank borrowings (17,525) (12,950)
Principal elements of lease payments (2,524) (2,342)
Settlement of derivatives (384) (1,033)
Payment of issue costs on bank borrowings (148) (3,615)
Interest paid on leases (170) (147)
Share issue costs paid - (3,228)
Cash settled share-based payments (61) -
Proceeds from issue of shares - 27,758
Bank borrowings received - 2,000
Net cash used in financing activities (72,257) (24,540)
Net increase in cash and cash equivalents 4,004 4,473
Cash and cash equivalents at the beginning of the year 8,271 3,798
Cash and cash equivalents at the end of the year 12 12,275 8,271
Non - cash transactions
(Cancellation) / recognition of deferred shares (46,445) 46,445
Recognition of right-of-use asset 3,122 1,955
(Reversal)/addition to capital accruals (9) 408
Increase in drydock accruals 2,775 302
1 General information
Gulf Marine Services PLC ("GMS" or "the Company") is a company which is
limited by shares and is registered and incorporated in England and Wales on
24 January 2014. The Company is a public limited company with operations
mainly in the Middle East and North Africa (MENA), and Europe. The address of
the registered office of the Company is 107 Hammersmith Road, London, United
Kingdom, W14 0QH. The registered number of the Company is 08860816.
The principal activities of GMS and its subsidiaries (together referred to as
"the Group") are chartering and operating a fleet of specially designed and
built vessels. All information in the notes relate to the Group, not the
Company unless otherwise stated.
The Company and its subsidiaries are engaged in providing self-propelled,
self-elevating support vessels, which provide a stable platform for delivery
of a wide range of services throughout the total lifecycle of offshore oil,
gas and renewable energy activities and which are capable of operations in the
Middle East and other regions.
The financial information for the year ended 31 December 2021 does not
constitute statutory accounts as defined in section 434 of the Companies Act
2006. A copy of the statutory accounts for that year has been delivered to the
Registrar of Companies. The independent auditor's report on the full financial
statements for the year ended
31 December 2021 was unqualified, did not draw attention to any matters by way
of emphasis and did not include a statement under Section s498 (2) or (3) of
the 2006 Companies Act.
The preliminary announcement does not constitute the Group's statutory
accounts for the year ended 31 December 2022, but is derived from those
accounts. Statutory accounts for the year ended 31 December 2022 were approved
by the Directors on 23 April 2023 and will be delivered to the Registrar of
Companies following the Company's Annual General Meeting. The independent
auditor's report on those financial statements was unqualified, did not draw
attention to any matters by way of emphasis and did not include a statement
under Section s498 (2) or (3) of the 2006 Companies Act.
The 2022 Annual Report will be posted to shareholders in advance of the Annual
General Meeting.
While the financial information included in this preliminary announcement has
been prepared in accordance with the recognition and measurement criteria of
International Financial Reporting Standards ("IFRSs‟), this announcement
does not itself contain sufficient information to comply with the disclosure
aspects of IFRSs.
The consolidated preliminary announcement of the Group has been prepared in
accordance with IFRSs, IFRIC interpretations and the Companies Act 2006
applicable to companies reporting under IFRSs. The consolidated financial
information has been prepared under the historical cost convention, as
modified by the revaluation of certain financial assets and financial
liabilities, including derivative instruments, at fair value.
2 Adoption of new and revised International
Financial Reporting Standards (IFRS)
The accounting policies and methods of computation adopted in the preparation
of these consolidated financial statements are consistent with those followed
in the preparation of the Group's consolidated annual financial statements for
the year ended 31 December 2021, except for the adoption of new standards and
interpretations effective as at 1 January 2022.
New and revised IFRSs
The following new and revised IFRSs have been adopted in these consolidated
financial statements. The application of these new and revised IFRSs has not
had any material impact on the amounts reported for the current and prior
years but may affect the accounting for future transactions or arrangements.
Effective for
annual periods
beginning on or after
COVID-19 - Related Rent Concessions - Amendments to IFRS 16 Leases 1 April 2021
The amendment provides practical relief to lessees in accounting for rent
concessions occurring as a direct consequence of COVID-19, by introducing a
practical expedient to IFRS 16. The practical expedient permits a lessee to
elect not to assess whether a COVID-19-related rent concession is a lease
modification. A lessee that makes this election shall account for any change
in lease payments resulting from the COVID-19-related rent concession the same
way it would account for the change applying IFRS 16 if the change were not a
lease modification.
2 Adoption of new and revised International Financial
Reporting Standards (IFRS) (continued)
New and revised IFRSs (continued)
Effective for
annual periods
beginning on or after
Annual Improvements to IFRS Standards 2018-2020 - Amendments to IFRS 1
First-time Adoption of International Financial Reporting Standards, IFRS 9
Financial Instruments and IFRS 16 Leases 1 January 2022
The Annual Improvements include amendments to three Standards which are
applicable to the Group
IFRS 1 First-time Adoption of International Financial Reporting Standards
The amendment provides additional relief to a subsidiary which becomes a
first-time adopter later than its parent in respect of accounting for
cumulative translation differences. As a result of the amendment, a subsidiary
that uses the exemption in IFRS 1:D16(a) can now also elect to measure
cumulative translation differences for all foreign operations at the carrying
amount that would be included in the parent's consolidated financial
statements, based on the parent's date of transition to IFRS Standards, if no
adjustments were made for consolidation procedures and for the effects of the
business combination in which the parent acquired the subsidiary. A similar
election is available to an associate or joint venture that uses the exemption
in IFRS 1:D16(a).
IFRS 9 Financial Instruments
The amendment clarifies that in applying the '10 per cent' test to assess
whether to derecognise a financial liability, an entity includes only fees
paid or received between the entity (the borrower) and the lender, including
fees paid or received by either the entity or the lender on the other's
behalf.
The amendment is applied prospectively to modifications and exchanges that
occur on or after the date the entity first applies the amendment.
IFRS 16 Leases
The amendment removes the illustration of the reimbursement of leasehold
improvements.
As the amendment to IFRS 16 only regards an illustrative example, no effective
date is stated.
2 Adoption of new and revised International Financial
Reporting Standards (IFRS) (continued)
New and revised IFRSs (continued)
Effective for
annual periods
beginning on or after
Amendments to IAS 16 - Property, Plant and Equipment-Proceeds before Intended 1 January 2022
Use
The amendments prohibit deducting from the cost of an item of property, plant
and equipment any proceeds from selling items produced before that asset is
available for use, i.e. proceeds while bringing the asset to the location and
condition necessary for it to be capable of operating in the manner intended
by management. Consequently, an entity recognises such sales proceeds and
related costs in profit or loss. The entity measures the cost of those items
in accordance with IAS 2 Inventories.
The amendments also clarify the meaning of 'testing whether an asset is
functioning properly'. IAS 16 now specifies this as assessing whether the
technical and physical performance of the asset is such that it is capable of
being used in the production or supply of goods or services, for rental to
others, or for administrative purposes.
If not presented separately in the statement of comprehensive income, the
financial statements shall disclose the amounts of proceeds and cost included
in profit or loss that relate to items produced that are not an output of the
entity's ordinary activities, and which line item(s) in the statement of
comprehensive income include(s) such proceeds and cost.
The amendments are applied retrospectively, but only to items of property,
plant and equipment that are brought to the location and condition necessary
for them to be capable of operating in the manner intended by management on or
after the beginning of the earliest period presented in the financial
statements in which the entity first applies the amendments.
The entity shall recognise the cumulative effect of initially applying the
amendments as an adjustment to the opening balance of retained earnings (or
other component of equity, as appropriate) at the beginning of that earliest
period presented.
2 Adoption of new and revised International Financial
Reporting Standards (IFRS) (continued)
New and revised IFRSs (continued)
Effective for
annual periods
beginning on or after
Amendments to IFRS 3 Business Combinations-Reference to the Conceptual 1 January 2022
Framework
The amendments update IFRS 3 so that it refers to the 2018 Conceptual
Framework instead of the 1989 Framework. They also add to IFRS 3 a requirement
that, for obligations within the scope of IAS 37, an acquirer applies IAS 37
to determine whether at the acquisition date a present obligation exists as a
result of past events. For a levy that would be within the scope of IFRIC 21
Levies, the acquirer applies IFRIC 21 to determine whether the obligating
event that gives rise to a liability to pay the levy has occurred by the
acquisition date. Finally, the amendments add an explicit statement that an
acquirer does not recognise contingent assets acquired in a business
combination.
New and revised IFRSs in issue but not yet effective
At the date of authorisation of these consolidated financial statements, the
following new and revised IFRSs were in issue but not yet effective:
Effective for annual periods beginning on or after
Amendments to IAS 1 Presentation of Financial Statements-Classification of 1 January 2023
Liabilities as Current or Non-current
The amendments to IAS 1 affect only the presentation of liabilities as current
or non-current in the statement of financial position and not the amount or
timing of recognition of any asset, liability, income or expenses, or the
information disclosed about those items. The amendments clarify that the
classification of liabilities as current or non-current is based on rights
that are in existence at the end of the reporting period, specify that
classification is unaffected by expectations about whether an entity will
exercise its right to defer settlement of a liability, explain that rights are
in existence if covenants are complied with at the end of the reporting
period, and introduce a definition of 'settlement' to make clear that
settlement refers to the transfer to the counterparty of cash, equity
instruments, other assets or services.
IFRS 17 Insurance Contracts 1 January 2023
IFRS 17 establishes the principles for the recognition, measurement,
presentation and disclosure of insurance contracts within the scope of the
standard. The objective of IFRS 17 is to ensure that an entity provides
relevant information that faithfully represents those contracts. This
information gives a basis for users of financial statements to assess the
effect that insurance contracts have on the entity's financial position,
financial performance and cash flows.
2 Adoption of new and revised International Financial
Reporting Standards (IFRS) (continued)
New and revised IFRSs in issue but not yet effective (continued)
Effective for annual periods beginning on or after
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice 1 January 2023
Statement 2 Making Materiality Judgements-Disclosure of Accounting Policies
The amendments change the requirements in IAS 1 with regard to disclosure of
accounting policies. The amendment replaces all instances of the term
'significant accounting policies' with 'material accounting policy
information'. Accounting policy information is material if, when considered
together with other information included in an entity's financial statements,
it can reasonably be expected to influence decisions that the primary users of
general-purpose financial statements make on the basis of those financial
statements.
The supporting paragraphs in IAS 1 are also amended to clarify that accounting
policy information that relates to immaterial transactions, other events or
conditions is immaterial and need not be disclosed. Accounting policy
information may be material because of the nature of the related transactions,
other events or conditions, even if the amounts are immaterial. However, not
all accounting policy information relating to material transactions, other
events or conditions is itself material.
Amendments to IAS 8 Accounting Policies Changes in Accounting Estimates and 1 January 2023
Errors-Definition of Accounting Estimates
The amendments replace the definition of a change in accounting estimates with
a definition of accounting estimates. Under the new definition, accounting
estimates are "monetary amounts in financial statements that are subject to
measurement uncertainty".
The definition of a change in accounting estimates was deleted. However, the
IASB retained the concept of changes in accounting estimates in the Standard
with the following clarifications:
• a change in accounting estimate that results from new information or new
developments is not the correction of an error; and
• the effects of a change in an input or a measurement technique used to
develop
an accounting estimate are changes in accounting estimates if they do
not result from the correction of prior period errors.
2 Adoption of new and revised International Financial
Reporting Standards (IFRS) (continued)
New and revised IFRSs in issue but not yet effective (continued)
Effective for annual periods beginning on or after
Amendments to IAS 12 Income Taxes-Deferred Tax related to Assets and 1 January 2023
Liabilities arising from a Single Transaction
The amendments introduce a further exception from the initial recognition
exemption. Under the amendments, an entity does not apply the initial
recognition exemption for transactions that give rise to equal taxable and
deductible temporary differences.
Depending on the applicable tax law, equal taxable and deductible temporary
differences may arise on initial recognition of an asset and liability in a
transaction that is not a business combination and affects neither accounting
nor taxable profit. For example, this may arise upon recognition of a lease
liability and the corresponding right-of-use asset applying IFRS 16 at the
commencement date of a lease. Following the amendments to IAS 12, an entity is
required to recognise the related deferred tax asset and liability, with the
recognition of any deferred tax asset being subject to the recoverability
criteria in IAS 12.
The amendments apply to transactions that occur on or after the beginning of
the earliest comparative period presented. In addition, at the beginning of
the earliest comparative period an entity recognises:
• a deferred tax asset (to the extent that it is probable that taxable
profit will be available against which the deductible temporary difference can
be utilised) and a deferred tax liability for all deductible and taxable
temporary differences associated with:
Ø right-of-use assets and lease liabilities
Ø decommissioning, restoration and similar liabilities and the corresponding
amounts recognised as part of the cost of the related asset;
• the cumulative effect of initially applying the amendments as an
adjustment to the opening balance of retained earnings (or other component of
equity, as appropriate) at that date.
Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments Not stated
in Associates and Joint Ventures-Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture
The amendments to IFRS 10 and IAS 28 deal with situations where there is a
sale or contribution of assets between an investor and its associate or joint
venture. Specifically, the amendments state that gains or losses resulting
from the loss of control of a subsidiary that does not contain a business in a
transaction with an associate or a joint venture that is accounted for using
the equity method, are recognised in the parent's profit or loss only to the
extent of the unrelated investors' interests in that associate or joint
venture. Similarly, gains and losses resulting from the remeasurement of
investments retained in any former subsidiary (that has become an associate or
a joint venture that is accounted for using the equity method) to fair value
are recognised in the former parent's profit or loss only to the extent of the
unrelated investors' interests in the new associate or joint venture.
2 Adoption of new and revised International Financial
Reporting Standards (IFRS) (continued)
New and revised IFRSs in issue but not yet effective (continued)
Management anticipates that these new standards, interpretations and
amendments will be adopted in the Group's consolidated financial statements as
and when they are applicable and the impact of adoption of these new
standards, interpretations and amendments is currently being assessed on the
consolidated financial statements of the Group before the period of initial
application.
3 Significant accounting policies
The Group's significant accounting policies adopted in the preparation of
these financial statements are set out below. Except as noted in Note 2, these
policies have been consistently applied to each of the years presented.
Statement of compliance
The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards in conformity with the
requirements of the Companies Act 2006.
Basis of preparation
The consolidated financial statements have been prepared on the historical
cost basis, except for certain financial instruments that are measured at fair
values at the end of each reporting period. Historical cost is generally based
on the fair value of the consideration given in exchange for assets.
For financial reporting purposes, fair value measurements are categorised into
Level 1, 2 or 3 based on the degree to which the inputs to the fair value
measurements are observable and the significance of the inputs to the fair
value measurement in its entirety, which are described as follows:
· Level 1 inputs are quoted prices (unadjusted) in active markets
for identical assets or liabilities that the entity can access at the
measurement date;
· Level 2 inputs are inputs, other than quoted prices included
within Level 1, that are observable for the asset or liability, either
directly or indirectly; and
· Level 3 inputs are unobservable inputs for the asset or
liability.
In accordance with IAS 1, we have disclosed the expected credit loss (ECL)
provision separately within the consolidated statement of profit or loss and
statement of other comprehensive income.
The principal accounting policies adopted are set out below.
Going concern
The Group's Directors have assessed the Group's financial position for a
period through to June 2024 and have a reasonable expectation that the Group
will be able to continue in operational existence for the foreseeable future.
The Group has reported a profit for the second consecutive year and is
expected to continue to generate positive operating cash flows for the
foreseeable future, especially considering a better market outlook.
The Group was in a net current liability position as at 31 December 2022
amounting to US$ 15.8 million
(31 December 2021: net current assets of US$ 4.2 million). Despite the
reduction in the current asset ratio from
31 December 2021 to 31 December 2022, the Group closely monitors its liquidity
and is confident to meet its short term liabilities obligations. The Group
made a loan prepayment of US$3.8m made in Q4 2022 which reduced the current
assets (Cash) and the non-current liabilities (Bank loan) at the year end,
leading to a reduction in the current ratio. The loan prepayment was made
after taking into account the forecast cash inflows in Q1 2023, being
sufficient to meet Group's short-term obligations.
The Group has also fully repaid its Working Capital Facility (Non-Current
Liability) during the year, this required payments of US$21.5m. The Working
Capital Facility is still available for short term needs. It expires alongside
the main debt facility in June 2025 and was accordingly classified as
non-current liability in prior period.
3 Significant accounting policies (continued)
Going concern (continued)
The forecast used for Going Concern reflects management's key assumptions
including those around utilisation and vessel day rates on a vessel-by-vessel
basis. Specifically, these assumptions are:
· average day rates across the fleet are assumed to be US$ 30.7k
for the 18-month period to 30 June 2024;
· 92% forecast utilisation for the 18-month period to 30 June 2024;
· Strong pipeline of tenders and opportunities for new contracts
that would commence during the forecast period.
A downside case was prepared using the following assumptions:
· no work-to-win in 2023;
· an 11 percent reduction in work to win utilisation in H1 2024;
· a reduction in day-rates for a K-Class vessel assumed to have the
largest day rate, by 10% commencing from May 2023; and
· increase in forecast interest rate by 10 percent in H1 2024.
Based on the above scenario, the Group would not be in breach of its term loan
facility. The downside case is considered to be severe but plausible and would
still leave the Group with US$ 15.5 million of liquidity and in compliance
with the covenants under the Group's banking facilities throughout the
assessment period.
In addition to the above reasonably plausible downside sensitivity, the
Directors have also considered a reverse stress test, where profit has been
sufficiently reduced to breach the net leverage ratio as a result of a
combination of reduced utilisation and day rates, as noted below:
· no work-to-win in 2023;
· a 16 percent reduction in work to win utilisation in H1 2024;
· a reduction in day-rate for a K-Class vessel assumed to have the
largest day rate after expiry of the current secured period; and
· increase in forecast interest rate by 10 percent in H1 2024.
Based on the above scenario there will be covenant breaches as Finance Service
Cover and Interest Cover ratios would exceed the permitted levels at 30 June
2024. Should circumstances arise that differ from the Group's projections, the
Directors believe that a number of mitigating actions can be executed
successfully in the necessary timeframe to meet debt repayment obligations as
they become due (refer Note 21 for maturity profiles) and in order to maintain
liquidity. Potential mitigating actions include the following:
· vessels off hire for prolonged periods could be cold stacked to
minimise operating costs on these vessels at the rate of US$ 35,000/ month for
K-Class and US$ 50,000/month for S-Class/E-Class; and
· reduction in overhead costs, particularly, bonus payments
estimated at US$ 125k per month.
GMS continues to remain cognisant of the wider context in which it operates
and the impact that climate change could have on the financial statements of
the Group. The impact of climate change is expected to be insignificant in the
going concern assessment period.
During January 2023, a customer of the Group entered administration.
Management has ascertained that the impact of their administration is not
going to affect the ability of the Group to operate as a Going Concern. As at
the reporting date, the Group has provided for 50% of the receivable balance
amounting to US $1.92 million. See Note 38.
The Group's forecasts, having taken into consideration reasonable risks and
downsides, indicate that its current bank facilities along with higher
utilisation secured at increased day rates and a strong pipeline of near-term
opportunities for additional work will provide sufficient liquidity for its
requirements for the foreseeable future and accordingly the consolidated
financial statements for the Group for the current period have been prepared
on a going concern basis.
3 Significant accounting policies (continued)
Basis of consolidation
These financial statements incorporate the financial statements of GMS and
subsidiaries controlled by GMS. The Group has assessed the control which GMS
has over its subsidiaries in accordance with IFRS 10 Consolidated Financial
Statements, which provides that an investor controls an investee when the
investor is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its
power over the investee.
Details of GMS's subsidiaries at 31 December 2022 and 2021 are as follows:
Proportion of Ownership Interest
Name Place of Registration Registered Address 2022 2021 Type of Activity
Gulf Marine Services W.L.L. United Arab Emirates Office 403, International Tower, 24(th) Karama Street, P.O. Box 46046, Abu 100% 100% Marine Contractor
Dhabi, United Arab Emirates
Gulf Marine Services W.L.L. - Qatar Branch United Arab Emirates Office 403, International Tower, 24(th) Karama Street, P.O. Box 46046, Abu 100% 100% Marine Contractor
Dhabi, United Arab Emirates
GMS Global Commercial Invt LLC United Arab Emirates Office 403, International Tower, 24(th) Karama Street, P.O. Box 46046, Abu 100% 100% General Investment
Dhabi, United Arab Emirates
Gulf Marine Middle East FZE United Arab Emirates ELOB, Office No. E-16F-04, P.O. Box 53944, Hamriyah Free Zone, Sharjah 100% 100% Operator of offshore barges
Gulf Marine Saudi Arabia Co. Limited Saudi Arabia King Fahad Road, Al Khobar, 75% 75% Operator of offshore barges
Eastern Province , P.O. Box 31411
Kingdom Saudi Arabia
Gulf Marine Services LLC Qatar 41 Floor, Tornado Tower, West Bay, Doha, Qatar, POB 6689 100% 100% Marine Contractor
Gulf Marine Services (UK) Limited United Kingdom c/o MacKinnon's, 14 Carden Place, Aberdeen, AB10 1UR 100% 100% Operator of offshore barges
GMS Jersey Holdco. 1* Limited Jersey 12 Castle Street, St. Helier, Jersey, JE2 3RT 100% 100% General Investment
GMS Jersey Holdco. 2 Limited Jersey 12 Castle Street, St. Helier, Jersey, JE2 3RT 100% 100% General Investment
3 Significant accounting policies (continued)
Basis of consolidation (continued)
Proportion of Ownership Interest
Name Place of Registration Registered Address 2022 2021 Type of Activity
Offshore Holding Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Holding Company
Republic of Panama
Offshore Logistics Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Dormant
Republic of Panama
Offshore Accommodation Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Dormant
Republic of Panama
Offshore Jack-up Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Kamikaze"
Republic of Panama
Offshore Structure Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Kikuyu"
Republic of Panama
Offshore Craft Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "GMS Endeavour"
Republic of Panama
Offshore Maritime Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Dormant
of Panama
Offshore Tugboat Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Dormant
of Panama
Offshore Boat Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Owner of Barge "Kawawa"
of Panama
3 Significant accounting policies (continued)
Basis of consolidation (continued)
Proportion of Ownership Interest
Name Place of Registration Registered Address 2022 2021 Type of Activity
Offshore Kudeta Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Kudeta"
Republic of Panama
GMS Endurance Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Endurance"
Republic of Panama
GMS Enterprise Investment SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Enterprise"
Republic of Panama
GMS Sharqi Investment SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Sharqi"
Republic of Panama
GMS Scirocco Investment SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Scirocco"
Republic of Panama
GMS Shamal Investment SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Shamal"
Republic of Panama
GMS Keloa Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Keloa"
Republic of Panama
GMS Pepper Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Pepper"
Republic of Panama
GMS Evolution Invt SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, 100% 100% Owner of Barge "Evolution"
Republic of Panama
3 Significant accounting policies (continued)
Basis of consolidation (continued)
GMS Phoenix Investment SA Panama Bloc Office Hub, Fifth Floor, Santa Maria Business District, Panama, Republic 100% 100% Dormant
of Panama
Mena Marine Limited** Cayman Islands Ugland House, Grand Cayman, KY1-1104, Cayman Islands, P.O. Box 309 100% 100% General investment and trading
Gulf Marine Services (Asia) Pte. Limited Singapore 1 Scotts Road, #21-07, Shaw Centre, Singapore, 228208 100% 100% Operator of offshore barges
Gulf Marine Services (Asia) Pte. Limited - Qatar branch Qatar 22 Floor, Office 22, Tornado Tower, Majilis Al Tawoon Street, P.O. Box 27774, 100% 100% Operator of offshore barges
Doha, Qatar
* Held directly by Gulf Marine Services PLC.
** Company winding up procedures have commenced
The results of subsidiaries acquired or disposed of during the year are
included in the consolidated statement of profit or loss and other
comprehensive income from the effective date of acquisition or up to the
effective date of disposal, as appropriate.
Where necessary, adjustments are made to the results of subsidiaries to bring
their accounting policies in line with those used by other members of the
Group. All intra-group transactions, balances, income and expenses are
eliminated in full on consolidation.
Non-controlling interests in subsidiaries are identified separately from the
Group's equity therein. The interests of non-controlling shareholders may be
initially measure either at fair value or at the non-controlling interests'
proportionate share of the fair value of the acquiree's identifiable net
assets. The choice of measurement basis is made on an
acquisition-by-acquisition basis. Subsequent to acquisition, the carrying
amount of non-controlling interests is the amount of those interests at
initial recognition plus the non-controlling interests' share of subsequent
changes in equity. Total comprehensive income is attributed to non-controlling
interests even if this results in the non-controlling interests having a
deficit balance.
Changes in the Group's interests in subsidiaries that do not result in a loss
of control are accounted for as equity transactions. The carrying amounts of
the Group's interests and the non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiaries. Any
difference between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received is
recognised directly in equity and attributed to owners of the Group.
Acquisitions of subsidiaries and businesses are accounted for using the
acquisition method. The consideration for each acquisition is measured at the
aggregate of the fair values (at the date of exchange) of assets given,
liabilities incurred or assumed, and equity instruments issued by the Group in
exchange for control of the acquiree. Acquisition-related costs are recognised
in profit or loss as incurred. Fair value is determined as the amount for
which an asset could be exchanged, or a liability transferred, between
knowledgeable, willing parties in an arm's length transaction.
The acquiree's identifiable assets, liabilities and contingent liabilities
that meet the conditions for recognition under IFRS 3 (2008) are recognised at
their fair value at the acquisition date.
3 Significant accounting policies (continued)
Basis of consolidation (continued)
When the Group loses control of a subsidiary, the profit or loss on disposal
is calculated as the difference between (i) the aggregate of the fair value of
the consideration received and the fair value of any retained interest and
(ii) the previous carrying amount of the assets (including goodwill), and
liabilities of the subsidiary and any non-controlling interests. Amounts
previously recognised in other comprehensive income in relation to the
subsidiary are accounted for (i.e. reclassified to profit or loss or
transferred directly to retained earnings) in the same manner as would be
required if the relevant assets or liabilities were disposed of. The fair
value of any investment retained in the former subsidiary at the date when
control is lost is regarded as the fair value on initial recognition for
subsequent accounting under IFRS 9 Financial Instruments: Recognition and
Measurement or, when applicable, the cost on initial recognition of an
investment in an associate or jointly controlled entity.
Revenue recognition
The Group recognises revenue from contracts with customers as follows:
· Charter revenue;
· Lease income;
· Revenue from messing and accommodation services;
· Manpower income;
· Maintenance income;
· Contract mobilisation revenue;
· Contract demobilisation revenue; and
· Sundry income.
Revenue is measured as the fair value of the consideration received or
receivable for the provision of services in the ordinary course of business,
net of trade discounts, volume rebates, and sales taxes excluding amounts
collected on behalf of third parties. Revenue is recognised when control of
the services is transferred to the customer.
Consequently, revenue for the provision of services is recognised either:
· Over time during the period that control incrementally transfers
to the customer and the customer simultaneously receives and consumes the
benefits. The Group has applied the practical expedient and recognises revenue
over time in accordance with IFRS 15 i.e. the amount at which the Group has
the right to invoice clients.
· Wholly at a single point in time when GMS has completed its
performance obligation.
Revenue recognised over time
The Group's activities that require revenue recognition over time includes the
following performance obligation:
Performance obligation 1 - Charter revenue, contract mobilisation revenue,
revenue from messing and accommodation services, and manpower income
Chartering of vessels, mobilisations, messing and accommodation services and
manpower income are considered to be a combined performance obligation as they
are not separately identifiable and the Group's clients cannot benefit from
these services on their own or together with other readily available
resources. This performance obligation, being the service element of client
contracts, is separate from the underlying lease component contained within
client contracts which is recognised separately.
Revenue is recognised for certain mobilisation related reimbursable costs.
Each reimbursable item and amount is stipulated in the Group's contract with
the customer. Reimbursable costs are included in the performance obligation
and are recognised as part of the transaction price, because the Group is the
primary obligor in the arrangement, has discretion in supplier selection and
is involved in determining product or service specifications.
Performance obligation 2 - Sundry income
Sundry income that relates only specifically to additional billable
requirements of charter hire contracts are recognised over the duration of the
contract. For the component of sundry income that is not recognized over time,
the performance obligation is explained below.
3 Significant accounting policies (continued)
Revenue recognition (continued)
Revenue recognised at a point in time
The Group's activities that require revenue recognition at a point in time
include the following performance obligations.
Performance obligation 1 - Contract demobilisation revenue
Lump-sum fees received for equipment moves (and related costs) as part of
demobilisations are recognised when the demobilisation has occurred at a point
in time.
Performance obligation 2 - Sundry income
Included in Sundry income are handling charges, which are applied to costs
paid by the Group and then recharged to the customer. The revenue is
recognised when the costs are recharged to customers as this is when the
performance obligation is fulfilled and control has passed to the customer.
Deferred and accrued revenue
Clients are typically billed on the last day of specific periods that are
contractually agreed upon. Where there is delay in billing, accrued revenue is
recognised in trade and other receivables for any services rendered where
clients have not yet been billed (see Note 9).
As noted above, lump sum payments are sometimes received at the outset of a
contract for equipment moves or modifications. These lump sum payments give
rise to deferred revenue in trade and other payables (see Note 21).
Leases
The Group as lessee
The Group assesses whether a contract is or contains a lease, at inception of
the contract. The Group recognises a right-of-use asset and a corresponding
lease liability with respect to all lease arrangements in which it is the
lessee, except for certain short-term leases (defined as leases with a lease
term of 12 months or less) and leases of low value assets.
Low value assets have a low value purchase price when new, typically $5,000 or
less, and include items such as tablets and personal computers, small items of
office furniture and telephones. For these leases, the Group recognises the
lease payments as an operating expense on a straight-line basis over the term
of the lease unless another systematic basis is more representative of the
time pattern in which economic benefits from the leased assets are consumed.
Leases of operating equipment linked to commercial contracts are recognised to
match the length of the contract even where the contract term is less than 12
months.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted by using the
Group's incremental borrowing rate. This is the rate that would be available
on a loan with similar conditions to obtain an asset of a similar
value.
Lease payments included in the measurement of the lease liability comprise:
· Fixed lease payments (including in-substance fixed payments),
less any lease incentives receivable;
· Variable lease payments that depend on an index or rate,
initially measured using the index or rate at the commencement date;
· The amount expected to be payable by the lessee under residual
value guarantees;
· The exercise price of purchase options, if the lessee is
reasonably certain to exercise the options; and
· Payments of penalties for terminating the lease if the lease term
reflects the exercise of an option to terminate the lease.
The lease liability is presented as a separate line in the consolidated
statement of financial position.
The lease liability is subsequently measured by increasing the carrying amount
to reflect interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the lease payments
made.
3 Significant accounting policies (continued)
Leases (continued)
The Group as lessee (continued)
The Group remeasures the lease liability (and makes a corresponding adjustment
to the related right-of-use asset) whenever:
· The lease term has changed or there is a significant event or
change in circumstances resulting in a change in the assessment of exercise of
a purchase option, in which case the lease liability is remeasured by
discounting the revised lease payments using a revised discount rate.
· The lease payments change due to changes in an index or rate or a
change in expected payment under a guaranteed residual value, in which cases
the lease liability is remeasured by discounting the revised lease payments
using an unchanged discount rate (unless the lease payments change is due to a
change in a floating interest rate, in which case a revised discount rate is
used).
· A lease contract is modified and the lease modification is not
accounted for as a separate lease, in which case the lease liability is
remeasured based on the lease term of the modified lease by discounting the
revised lease payments using a revised discount rate at the effective date of
the modification.
There were no such remeasurements made during the year (2021: nil).
The right-of-use assets comprise the initial measurement of the corresponding
lease liability, lease payments made at or before the commencement day, less
any lease incentives received and any initial direct costs. They are
subsequently measured at cost less accumulated depreciation and impairment
losses.
Whenever the Group incurs an obligation for costs to dismantle and remove a
leased asset, restore the site on which it is located or restore the
underlying asset to the condition required by the terms and conditions of the
lease, a provision is recognised and measured under IAS 37. To the extent that
the costs relate to a right-of-use asset, the costs are included in the
related right-of-use asset, unless those costs are incurred to produce
inventories.
Right-of-use assets are depreciated over the shorter period of lease term and
useful life of the underlying asset. If a lease transfers ownership of the
underlying asset or the cost of the right-of-use asset reflects that the Group
expects to exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset. The depreciation
starts at the commencement date of the lease.
The right-of-use assets are presented as a separate line in the consolidated
statement of financial position. The Group applies IAS 36 to determine whether
a right-of-use asset is impaired and accounts for any identified impairment
loss as described in the 'Property and Equipment' policy.
As a practical expedient, IFRS 16 permits a lessee not to separate non-lease
components, and instead account for any lease and associated non-lease
components as a single arrangement. The Group has not used this practical
expedient. For a contract that contains a lease component and one or more
additional lease or non-lease components, the Group allocates the
consideration in the contract to each lease component on the basis of the
relative stand-alone price of the lease component and the aggregate
stand-alone price of the non-lease components.
The Group as a lessor
The Group's contracts with clients contain an underlying lease component
separate to the service element. These leases are classified as operating
leases and the income is recognised on a straight line basis over the term of
the lease.
The Group applies IFRS 15 to allocate consideration under each component based
on its standalone selling price. The standalone selling price of the lease
component is estimated using a market assessment approach by taking the market
rate, being the contract day rate and deducting all other identifiable
components, creating a residual amount deemed to be the lease element.
3 Significant accounting policies (continued)
Property and equipment
Property and equipment is stated at cost less accumulated depreciation and
accumulated impairment losses (if any). The cost of property and equipment is
their purchase cost together with any incidental expenses of acquisition.
Subsequent expenditure incurred on vessels is capitalised where the
expenditure gives rise to future economic benefits in excess of the originally
assessed standard of performance of the existing assets.
The costs of contractual equipment modifications or upgrades to vessels that
are permanent in nature are capitalised and depreciated in accordance with the
Group's fixed asset capitalisation policy. The costs of moving equipment while
not under contract are expensed as incurred.
Depreciation is recognised so as to write-off the cost of property and
equipment less their residual values over their useful lives, using the
straight-line method. The residual values of vessels and related equipment are
determined taking into consideration the expected scrap value of the vessel,
which is calculated based on the weight and the market rate of steel at the
time of asset purchase.
If the price per unit of steel at the balance sheet date varies significantly
from that on date of purchase, the residual value is reassessed to reflect
changes in market value.
The estimated useful lives used for this purpose are:
Vessels 35 years
Land, buildings and improvements 3 - 20 years
Vessel spares, fittings and other equipment 3 - 20 years
Office equipment and fittings 3 - 5 years
Motor vehicles 3 years
Taking into consideration independent professional advice, management
considers the principal estimated useful lives of vessels for the purpose of
calculating depreciation to be 35 years from the date of construction of the
vessel.
The estimated useful life depends on the type and nature of the vessel. The
estimated useful lives, residual values and depreciation method are reviewed
at each year end, with the effect of any changes in estimate accounted for on
a prospective basis.
The gain or loss arising on the disposal or retirement of an item of property
and equipment is determined as the difference between the sale proceeds and
the carrying amount of the asset and is recognised within administrative
expenses in the profit or loss. The depreciation charge for the period is
allocated between cost of sales and administrative expenses, depending on the
usage of the respective assets.
Dry docking
Dry docking costs are costs of repairs and maintenance incurred on a vessel to
ensure compliance with applicable regulations and to maintain certification
for vessels. The cost incurred for periodical dry docking or major overhauls
of the vessels are identified as a separate inherent component of the vessels.
These costs depreciate on a straight-line basis over the period to the next
anticipated dry docking being approximately 30 months. Costs incurred outside
of the dry docking period which relate to major works, overhaul / services,
that would normally be carried out during the dry docking, as well as surveys,
inspections and third party maintenance of the vessels are initially treated
as capital work-in-progress ("CWIP") of the specific vessel. Following the
transfer of these balances to property and equipment, depreciation commences
at the date of completion of the survey. Costs associated with equipment
failure are recognised in the profit and loss as incurred.
Capital work-in-progress
Properties and vessels under the course of construction, are carried at cost,
less any recognised impairment loss. Cost includes professional fees and, for
qualifying assets, borrowing costs capitalised in accordance with the Group's
accounting policy. Depreciation of these assets, on the same basis as other
property assets, commences when the assets are ready for their intended use.
3 Significant accounting policies (continued)
Impairment of tangible assets
At the end of each reporting period, the Group reviews the carrying amounts of
its tangible assets to determine whether there is any indication that those
assets have suffered an impairment loss or impairment reversal.
If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any).
When it is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the cash-generating unit
to which the asset belongs. When a reasonable and consistent basis of
allocation can be identified, corporate assets are also allocated to
individual cash-generating units, or otherwise they are allocated to the
smallest group of cash-generating units for which a reasonable and consistent
allocation basis can be identified. The Group also has separately identifiable
equipment which are typically interchangeable across vessels and where costs
can be measured reliably. These assets are not included as part of the cash
generating unit.
Recoverable amount is the higher of fair value less costs to sell and value in
use. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate. The discount rate
reflects risk free rates of returns as well as specific adjustments for
country risk in the countries the Group operates in, adjusted for a Company
specific risk premium, to determine an appropriate discount rate.
If the recoverable amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An impairment loss
is recognised immediately in profit or loss.
When an impairment loss subsequently reverses, the carrying amount of the
asset (or a cash-generating unit) is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment loss
been recognised for the asset (or cash-generating unit) in prior years. A
reversal of an impairment loss is recognised immediately in profit or loss.
Non-current assets held for sale
Non-current assets (and disposal groups) classified as held for sale are
measured at the lower of carrying amount and fair value less costs to sell.
Non-current assets and disposal groups are classified as held for sale if
their carrying amount will be recovered through a sale transaction rather than
through continuing use. This condition is regarded as met only when the sale
is highly probable and the asset (or disposal group) is available for
immediate sale in its present condition. Management must be committed to the
sale which should be expected to qualify for recognition as a completed sale
within one year from the date of classification.
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a
substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in
which they are incurred.
Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle the obligation and a reliable estimate can be made of
the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash
flows (when the effect of the time value of money is material).
3 Significant accounting policies (continued)
Provisions (continued)
When some or all of the economic benefits required to settle a provision are
expected to be recovered from a third party, the receivable is recognised as
an asset if it is virtually certain that reimbursement will be received and
the amount of the receivable can be measured reliably.
Restructuring
A restructuring provision is recognised when the Group has developed a
detailed formal plan for the restructuring and has raised a valid expectation
of those affected that it will carry out the restructuring by starting to
implement the plan or announcing its main features to those affected by it.
The measurement of a restructuring provision includes only the direct
expenditures arising from the restructuring, which are those amounts that are
both necessarily entailed by the restructuring and not associated with the
ongoing activities of the entity.
Employees' end of service benefits
In accordance with Labour Laws of some of the countries in which we operate,
the Group is required to provide for End of Service Benefits for certain
employees.
The only obligation of the Group with respect to end of service benefits is to
make the specified lump-sum payments to employees, which become payable when
they leave the Group for reasons other than gross misconduct but may be paid
earlier at the discretion of the Group. The amount payable is calculated as a
multiple of a pre-defined fraction of basic salary based on the number of full
years of service.
To meet the requirement of the laws of the countries in which we operate, a
provision is made for the full amount of end of service benefits payable to
qualifying employees up to the end of the reporting period. The provision
relating to end of service benefits is disclosed as a non-current liability.
The provision has not been subject to a full actuarial valuation or discounted
as the impact would not be material.
The actual payment is typically made in the year of cessation of employment of
a qualifying employee but may be pre-paid. If the payment is made in the year
of cessation of employment, the payment for end of service benefit will be
made as a lump-sum along with the full and final settlement of the employee.
The total expense recognised in profit or loss of US$ 0.3 million (2021: US$
0.7 million) (Note 19) represents the end of service benefit provision made to
employees in accordance with the labour laws of companies where we operate.
Foreign currencies
The Group's consolidated financial statements are presented in US Dollars
(US$), which is also the functional currency of the Company. For each entity,
the Group determines the functional currency and items included in the
financial statements of each entity are measured using that functional
currency.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recorded at the rates of exchange prevailing at the
dates of the transactions.
At the end of each reporting period, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at that date. Non-monetary
items carried at fair value that are denominated in foreign currencies are
retranslated at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of historical cost
in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the period in which
they arise, except for exchange differences on monetary items receivable from
or payable to a foreign operation for which settlement is neither planned nor
likely to occur, which form part of the net investment in a foreign operation,
and which are recognised in the foreign currency translation reserve and
recognised in profit or loss on disposal of the net investment.
For the purpose of presenting consolidated financial information, the assets
and liabilities of the Group's subsidiaries are expressed in US$ using
exchange rates prevailing at the end of the reporting period. Income and
expense items are translated at the average exchange rates for the period,
unless exchange rates fluctuated significantly during that period, in which
case the exchange rates at the dates of the transactions are used. Exchange
differences arising, if any, are recognised in other comprehensive income and
accumulated in equity (attributed to non-controlling interests as
appropriate).
3 Significant accounting policies (continued)
Foreign currencies (continued)
On the disposal of a foreign operation (i.e. a disposal of the Group's entire
interest in a foreign operation, or a disposal involving loss of control over
a subsidiary that includes a foreign operation, loss of joint control over a
jointly controlled entity that includes a foreign operation, or loss of
significant influence over an associate that includes a foreign operation),
all of the accumulated exchange differences in respect of that operation
attributable to the Group are reclassified to profit or loss. Any exchange
differences that have previously been attributed to non-controlling interests
are derecognised, but they are not reclassified to profit or loss.
Adjusting items
Adjusting items are significant items of income or expense in cost of sales,
general and administrative expenses, and net finance costs, which individually
or, if of a similar type, in aggregate, are relevant to an understanding of
the Group's underlying financial performance because of their size, nature or
incidence. Adjusting items together with an explanation as to why management
consider them appropriate to adjust are disclosed separately in Note 31. The
Group believes that these items are useful to users of the Group financial
statements in helping them to understand the underlying business performance
and are used to derive the Group's principal non-GAAP measures of adjusted
Earnings Before Interest, Taxes, Depreciation, and Amortisation ("EBITDA"),
adjusted EBITDA margin, adjusted gross profit/(loss), adjusted operating
profit/(loss), adjusted net profit/(loss) and adjusted diluted earnings/(loss)
per share, all of which are before the impact of adjusting items and which are
reconciled from operating profit/loss, profit/(loss) before taxation and
diluted earnings/(loss) per share. Adjusting items include but are not limited
to reversal of impairment credits/(impairment charges), restructuring costs,
exceptional legal costs and non-operational finance related costs.
Taxation
Income tax expense represents the sum of the tax currently payable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from 'profit/(loss) before tax' as reported in the consolidated
statement of profit or loss and other comprehensive income because of items of
income and expense that are taxable or deductible in other years and items
that are never taxable or deductible. The Group's liability for current tax is
calculated using tax rates that have been enacted or substantively enacted by
the end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying
amounts of the assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit. Deferred
tax liabilities are generally recognised for all taxable temporary
differences.
Deferred tax assets are generally recognised for all deductible temporary
differences to the extent that it is probable that taxable profits will be
available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences
arising on investments in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised based on tax
laws and rates that have been enacted or substantively enacted at the balance
sheet date. Deferred tax is charged or credited in the profit or loss, except
when it relates to items charged or credited in other comprehensive income, in
which case the deferred tax is also dealt with in other comprehensive income.
3 Significant accounting policies (continued)
Taxation (continued)
Deferred tax (continued)
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set-off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and
liabilities on a net basis.
Share based payments
Long term incentive plans
The fair value of an equity instrument is determined at the grant date based
on market prices if available, taking into account the terms and conditions
upon which those equity instruments were granted. If market prices are not
available for share awards, the fair value of the equity instruments is
estimated using a valuation technique to derive an estimate of what the price
of those equity instruments would have been at the relevant measurement date
in an arm's length transaction between knowledgeable, willing parties.
Equity-settled share-based payments to employees are measured at the fair
value of the instruments, using a binomial model together with Monte-Carlo
simulations as at the grant date, and is expensed over the vesting period. The
value of the expense is dependent upon certain key assumptions including the
expected future volatility of the Group's share price at the date of grant.
The fair value measurement reflects all market based vesting conditions. The
impact of the revision of the original estimates, if any, is recognised in
profit or loss such that the cumulative expense reflects the revised estimate,
with a corresponding adjustment to equity reserves.
Financial assets
Financial assets including derivatives are classified, at initial recognition,
and subsequently measured at amortised cost, fair value through other
comprehensive income, and fair value through profit or loss.
The Group has the following financial assets: cash and cash equivalents and
trade and other receivables (excluding prepayments and advances to suppliers).
These financial assets are classified at amortised cost.
The classification of financial assets at initial recognition depends on the
financial asset's contractual cash flow characteristics and the Group's
business model for managing them. With the exception of trade receivables that
do not contain a significant financing component or for which the Group has
applied the practical expedient, the Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs.
Trade receivables that do not contain a significant financing component or for
which the Group has applied the practical expedient are measured at the
transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortised cost
or fair value through other comprehensive income ("OCI"), it needs to give
rise to cash flows that are solely payments of principal and interest ("SPPI")
on the principal amount outstanding. This assessment is referred to as the
SPPI test and is performed at an instrument level.
The Group's business model for managing financial assets refers to how it
manages its financial assets in order to generate cash flows. The business
model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within
a time frame established by regulation or convention in the market place
(regular way trades) are recognised on the trade date, i.e. the date that the
Group commits to purchase or sell the asset.
The Group measures financial assets at amortised cost if both of the following
conditions are met:
· the financial asset is held within a business model with the
objective to hold financial assets in order to collect contractual cash flows;
and
· the contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
3 Significant accounting policies (continued)
Financial assets (continued)
As the business model of the Group is to hold financial assets to collect
contractual cashflows, they are held at amortised
cost.
Financial assets at amortised cost are subsequently measured using the
effective interest rate ("EIR") method and are subject to impairment. Gains
and losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Cash and cash equivalents
Cash and cash equivalents include balances held with banks with original
maturities of three months or less and cash on hand.
Trade receivables
Trade receivables represent the Group's right to an amount of consideration
that is unconditional (i.e. only the passage of time is required before the
payment of the consideration is due).
Other receivables
Other receivables (excluding prepayments and advances to suppliers) represent
the Group's right to an amount of consideration that is unconditional (i.e.
only the passage of time is required before the payment of the consideration
is due).
Impairment of financial assets
The Group recognises an allowance for expected credit losses ("ECLs") for all
financial assets that are measured at amortised cost or debt instruments
measured at fair value through other comprehensive income. ECLs are based on
the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive, discounted
at the EIR.
The group recognises specific provisions for bad and doubtful debts, which
when assessing the ECLs, are excluded from the ECL provisions. ECLs are
recognised in three stages, except for trade and other receivables and
contract assets where the Group applies a simplified approach. Credit
exposures for which there has not been a significant increase in credit risk
since initial recognition, are allocated to stage 1 and ECL's are provided for
credit losses that result from default events that are possible within the
next 12-months (a 12-month ECL).
ECL's migrate to stage 2 for those credit exposures for which there has been a
significant increase in credit risk since initial recognition, and a loss
allowance is required for credit losses expected over the remaining life of
the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group recognises loss
allowances based on lifetime ECLs at each reporting date.
The Group has established a provision matrix that is based on its historical
credit loss experience, adjusted for forward-looking factors specific to the
debtors and the economic environment.
The provision rates are grouped together based on days due for various
customer segments that have similar loss patterns (geography, customer type
and rating and coverage by letters of credit and other forms of credit
insurance).
The Group had an expected credit loss provision of US$ 2.0 million as at 31
December 2022 (31 December 2021: US$0.2 million), refer to Note 9 for further
details.
The Group considers a financial asset to move into stage 3 and be in default
when there is objective evidence that, as a result of one or more events that
occurred after the initial recognition of the financial asset, the estimated
future cash flows of the investment have been affected.
3 Significant accounting policies (continued)
Financial assets (continued)
Impairment of financial assets (continued)
Objective evidence of impairment could include:
· significant financial difficulty of the issuer or counterparty; or
· default or delinquency in interest or principal payments; or
· it becoming probable that the borrower will enter bankruptcy or
financial reorganisation.
A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual rights to
the cash flows from the asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the asset to
another entity. If the Group neither transfers nor retains substantially all
the risks and rewards of ownership and continues to control the transferred
asset, the Group recognises its retained interest in the asset and an
associated liability for amounts it may have to pay. If the Group retains
substantially all the risks and rewards of ownership of a transferred
financial asset, the Group continues to recognise the financial asset and also
recognises a collateralised borrowing for the proceeds received.
Financial liabilities and equity instruments
Classification as debt or equity
Debt and equity instruments are classified as either financial liabilities or
as equity in accordance with the substance of the contractual arrangements and
the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Group are recorded at the proceeds received, net of direct issue
costs.
Financial liabilities
The Group's financial liabilities include trade and other payables,
derivatives and bank borrowings. All financial liabilities are classified at
amortised cost unless they can be designated as at Fair Value Through Profit
or Loss ("FVTPL").
Derivatives that are not designated and effective as hedging instruments are
classified as financial liabilities and are held at FVTPL. Derivatives held at
FVTPL are initially recognised at fair value at the date a derivative contract
is entered into and are subsequently remeasured to their fair value at the end
of each reporting period with the resulting gain or loss recognised in profit
or loss immediately.
Trade and other payables, bank borrowings, loans from related parties, amounts
due to related parties and contract liabilities are classified at amortised
cost and are initially measured at fair value, net of transaction costs. They
are subsequently measured at amortised cost using the EIR method, with
interest expense recognised based on its effective interest rate, except for
short-term payables or when the recognition of interest would be immaterial.
The EIR method is a method of calculating the amortised cost of a financial
liability and of allocating interest expense over the relevant period. The EIR
is the rate that exactly discounts estimated future cash payments through the
expected life of the financial liability, or, where appropriate, a shorter
period.
The Group's loan facility is a floating rate financial liability as interest
rates are based on variable LIBOR rates. The Group's accounting policy is to
treat the loan as a floating rate financial liability and the Group performs
periodic estimations to reflect movements in market interest rates and alters
the effective interest rate accordingly.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, the Group's
obligations are discharged, cancelled or they expire. The difference between
the carrying amount of the financial liability derecognised and the
consideration paid and payable is recognised in the consolidated statement of
profit or loss.
3 Significant accounting policies (continued)
Financial liabilities and equity instruments (continued)
Derecognition of financial liabilities (Continued)
When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability
are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new
liability. The difference between the carrying amount of the financial
liability derecognised and the consideration paid is recognised in the
consolidated statement of profit or loss and other comprehensive income.
When an existing financial liability is replaced by another on terms which are
not substantially modified, the exchange is deemed to be a continuation of the
existing liability and the financial liability is not derecognised.
Derivative financial instruments
The Group uses derivative financial instruments, such as interest rate swaps,
to hedge its interest rate risks. Such derivative financial instruments are
initially recognised at fair value on the date on which a derivative contract
is entered into and are subsequently remeasured at fair value. Derivatives are
carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.
For the purpose of hedge accounting, hedges are classified as cash flow hedges
when hedging the exposure to variability in cash flows that is either
attributable to a particular risk associated with a recognised asset or
liability or a highly probable forecast transaction or the foreign currency
risk in an unrecognised firm commitment.
At the inception of a hedge relationship, the Group formally designates and
documents the hedge relationship to which it wishes to apply hedge accounting
and the risk management objective and strategy for undertaking the hedge.
The documentation includes identification of the hedging instrument, the
hedged item, the nature of the risk being hedged and how the Group will assess
whether the hedging relationship meets the hedge effectiveness requirements
(including the analysis of sources of hedge ineffectiveness and how the hedge
ratio is determined).
A hedging relationship qualifies for hedge accounting if it meets all of the
following effectiveness requirements:
· there is 'an economic relationship' between the hedged item and
the hedging instrument;
· the effect of credit risk does not 'dominate the value changes'
that result from that economic relationship;
· the hedge ratio of the hedging relationship is the same as that
resulting from the quantity of the hedged item that the Group actually hedges
and the quantity of the hedging instrument that the Group actually uses to
hedge that quantity of hedged item.
Hedges that meet all the qualifying criteria for hedge accounting are
accounted for as described below:
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is
recognised in other comprehensive income ("OCI") and accumulated in the cash
flow hedge reserve, while any ineffective portion is recognised immediately in
the consolidated statement of profit or loss and other comprehensive income.
The cash flow hedge reserve is adjusted to the lower of the cumulative gain or
loss on the hedging instrument and the cumulative change in fair value of the
hedged item.
The ineffective portion relating for cash flow hedges are recognised in
finance expenses in the profit or loss.
The Group designates interest rate swaps ("IRS") as hedging instruments. The
Group designates the change in fair value of the entire derivative contracts
in its cash flow hedge relationships.
For cash flow hedges, the amount accumulated in OCI is reclassified to profit
or loss as a reclassification adjustment in the same period or periods during
which the hedged cash flows affect profit or loss. The amount remaining in the
cashflow hedge reserve is reclassified to profit or loss as reclassification
adjustments in the same period or periods during which the hedged expected
future cashflows affected profit or loss. The Group reclassify amounts
remaining in the cashflow hedge reserve on a time apportionments basis.
3 Significant accounting policies (continued)
Financial liabilities and equity instruments (continued)
Derivative financial instruments (continued)
Cash flow hedges (continued)
If cash flow hedge accounting is discontinued, the amount that has been
accumulated in OCI must remain in accumulated OCI if the hedged future cash
flows are still expected to occur. Otherwise, the amount will be immediately
reclassified to profit or loss as a reclassification adjustment. After
discontinuation, once the hedged cash flow occurs, any amount remaining in
accumulated OCI must be accounted for depending on the nature of the
underlying transaction as described above.
Embedded derivatives
The Group considers whether a contract contains an embedded derivative when it
becomes a party to the contract. Derivatives embedded in other financial
instruments or other host contracts are treated as separate derivatives when
their risks and characteristics are not closely related to those of the host
contracts, a separate instrument with the same terms as the embedded
derivative would meet the definition of a derivative and the entire instrument
is not measured at fair value with changes in fair value recognised in the
profit or loss.
4 Key sources of estimation uncertainty and critical
accounting judgements
In the application of the Group's accounting policies, which are described in
Note 3, the Directors are required to make judgements, estimates and
assumptions about the carrying amounts of assets and liabilities that are not
readily apparent from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be
relevant. Actual results may differ from these estimates.
In applying the Group's accounting policies during the year, there was one
critical accounting judgement relating to a subsidiary of the Group that
received a tax assessment from the Saudi tax authorities (ZATCA) for an amount
related to the transfer pricing of our inter-group bareboat agreement.
Management has not recognized a provision for this, and further details of the
tax assessment are disclosed in Note 8. Also included in Note 8 are estimated
penalties, with respect to an open tax related matter.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
The key assumptions concerning the future, and other key sources of estimation
uncertainty that may have a significant risk of causing a material adjustment
to the carrying value of assets and liabilities within the next financial year
are outlined below.
Impairment and reversal of previous impairment of property and equipment
Management carried out an impairment assessment of property and equipment for
year ended 31 December 2022. Following this assessment management determined
that the recoverable amounts of the cash generating units to which items of
property and equipment were allocated, being vessels and related assets, were
most sensitive to future day rates, vessel utilisation and discount rate. It
is reasonably possible that changes to these assumptions within the next
financial year could require a material adjustment of the carrying amount of
the Group's vessels.
Management would not expect an assumption change of more than 10% in aggregate
for the entire fleet within the next financial year, and accordingly believes
that a 10% sensitivity to day rates and utilisation is appropriate.
As at 31 December 2022, the total carrying amount of the property and
equipment, drydocking expenditure, and right of use assets subject to
estimation uncertainty was US$ 605.3 million (2021: US$ 602.3 million). Refer
to Note 5 for further details including sensitivity analysis.
4 Key sources of estimation uncertainty and critical
accounting judgements (continued)
Impairment of financial assets
The Group recognises an allowance for expected credit losses ("ECLs") for all
financial assets that are measured at amortised cost or debt instruments
measured at fair value through other comprehensive income. ECLs are based on
the difference between the contractual cash flows due in accordance with the
contract and all the cash flows that the Group expects to receive, discounted
at the EIR.
The Group also recognises specific provisions for bad and doubtful debts,
which when assessing the ECLs, are excluded from the ECL provisions.
Management carried out an impairment assessment of trade receivables for the
year ended 31 December 2022. Following this assessment management considered
the following criteria for impairment:
Objective evidence of impairment could include:
· significant financial difficulty of the issuer or counterparty; or
· default or delinquency in interest or principal payments; or
· it becoming probable that the borrower will enter bankruptcy or
financial reorganisation.
A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows.
Management concluded that the Group had an expected credit loss provision of
US$ 2.0 million as at 31 December 2022 (31 December 2021: US$0.2 million),
refer to Notes 9 and 38 for further details.
5 Property and equipment
Vessels Capital work-in-progress Vessel spares, fitting and other equipment Others Total
US$'000 US$'000 US$'000 US$'000 US$'000
Cost
At 1 January 2021 890,012 3,927 59,902 1,967 955,808
Additions − 8,306 − − 8,306
Transfers 6,859 (7,191) 332 − −
At 31 December 2021 896,871 5,042 60,234 1,967 964,114
Additions − 3,336 − − 3,336
Transfers 1,329 (1,612) - 283 -
At 31 December 2022 898,200 6,766 60,234 2,250 967,450
5 Property and equipment (continued)
Vessels Capital work-in-progress Vessel spares, fitting and other equipment Others Total
US$'000 US$'000 US$'000 US$'000 US$'000
Accumulated depreciation and impairment
At 1 January 2021 331,405 2,845 14,774 1,707 350,731
Depreciation expense (Note 37) 19,492 − 3,244 80 22,816
Reversal of impairment (14,959) − − − (14,959)
At 31 December 2021 335,938 2,845 18,018 1,787 358,588
Depreciation expense (Note 37) 20,365 − 3,201 129 23,695
Impairment charge 13,192 - - - 13,192
Reversal of impairment (20,980) - - - (20,980)
At 31 December 2022 348,515 2,845 21,219 1,916 374,495
Carrying amount
At 31 December 2022 549,685 3,921 39,015 334 592,955
At 31 December 2021 560,933 2,197 42,216 180 605,526
Depreciation amounting to US$ 23.7 million (2021: US$ 22.8 million) has been
charged to the profit and loss, of which US$ 23.6 million (2021: US$ 22.7
million) was allocated to cost of sales (Note 31). The remaining balance of
the depreciation charge is included in general and administrative expenses
(Note 31).
Vessels with a total net book value of US$ 549.7 million (2021: US$ 560.9
million), have been mortgaged as security for the loans extended by the
Group's banking syndicate (Note 22).
5 Property and equipment (continued)
Impairment
In accordance with the requirements of IAS 36 - Impairment of Assets, the
Group assesses at each reporting period if there is any indication an
additional impairment would need to be recognised for its vessels and related
assets, or if the impairment loss recognised in prior periods no longer exists
or had decreased in quantum. Such indicators can be from either internal or
external sources. In circumstances in which any indicators of impairment or
impairment reversal are identified, the Group performs a formal impairment
assessment to evaluate the carrying amounts of the Group's vessels and their
related assets, by comparing against the recoverable amount to identify any
impairments or reversals. The recoverable amount is the higher of the vessels
and related assets' fair value less costs to sell and value in use.
The market capitalisation of the Group has continued to be lower than the net
asset value over the past year few years. In previous years, the Group
recognised an impairment loss of US$ 59.1m and US$ 87.2m for the year ended 31
December 2019 ("FY19") and for the year ended 31 December 2020 ("FY20")
respectively. However, during the year ended 31 December 2021 ("FY21"),
historical impairment losses of US$ 14.9m were reversed on several vessels as
day rates, utilisation and the market outlook improved.
As at 31 December 2022, and in line with IAS 36 requirements, management
concluded that a formal impairment assessment was required. Factors considered
by management included favourable indicators, including an improvement in
utilization rates, daily chartered rates and an increase in market values of
vessels, and unfavourable indicators including a rise in interest rates as
well as the market capitalization of the group remaining below the book value
of the groups equity.
The Group has again obtained an independent valuation of its vessels as at 31
December 2022 for the purpose of its banking covenant compliance requirements.
However, consistent with prior years, management does not consider these
valuations to represent a reliable estimate of the fair value for the purpose
of assessing the recoverable value of the Group's vessels, noting that there
have been limited, if any, "willing buyer and willing seller" transactions of
similar vessels in the current offshore vessel market on which such values
could reliably be based. Due to these inherent limitations, management has
again concluded that recoverable amount should be based on value in use.
The impairment review was performed for each cash-generating unit, by
identifying the value in use of each vessel and of spares fittings,
capitalised dry-docking expenditure and right-of-use assets relating to
operating equipment used on the fleet, based on management's projections of
future utilisation, day rates and associated cash flows.
5 Property and equipment (continued)
Impairment (continued)
The projection of cash flows related to vessels and their related assets is
complex and requires the use of a number of estimates, the primary ones being
future day rates, vessel utilisation and discount rate.
In estimating the value in use, management estimated the future cash inflows
and outflows to be derived from continuing use of each vessel and its related
assets for the next four years based on its latest forecasts. The terminal
value cash flows (i.e., those beyond the 4-year period) were estimated based
on terminal value mid-cycle day rates and utilisation levels calculated by
looking back as far as 2014, when the market was at the top of the cycle
through to current levels as the industry starts to emerge out of the bottom
of the cycle, adjusted for anomalies. The terminal value cash flows approach
remained consistent with prior year. Such long-term forecasts also took
account of the outlook for each vessel having regard to their specifications
relative to expected customer requirements and about broader long-term trends
including climate change.
The near-term assumptions used to derive future cash flows reflect contracted
rates where applicable and thereafter the market recovery from the COVID-19
pandemic and increased activity in SESV market. Though the Group also operates
in the North Sea, its core market in the long term is expected to remain in
the Middle East which, in turn, is expected to continue to benefit from the
low production costs for oil and gas in the region, the current appetite of
National Oil Companies ("NOCs") to increase production and the reliance the
local governments have on revenues derived from oil and gas.
In assessing value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate. The discount rate of 13.58%
(2021: 12.60%) is computed on the basis of the Group's weighted average cost
of capital. The cost of equity incorporated in the computation of the discount
rate is based on the industry sector average betas, risk-free rate of return
as well as Group specific risk premium reflecting any additional risk factors
relevant to the Group. The cost of debt is based on the Group's actual cost of
debt and the effective cost of debt reported by the peer group as at 31st
December 2022. The weighted average is computed based on the industry capital
structure. Following consultations with external advisors in 2021, management
reviewed and narrowed down the peer companies used to compute the discount
rate and measured the overall impact of existing and additional risks related
to the Group. The same companies are used in 2022 as these are deemed to be
more specific to GMS's capital structure and management still consider a 1%
sensitivity on discount rate to be appropriate.
The impairment review led to the recognition of a net impairment reversal of
US$ 7.79 million. The key reason for the reversal is further improvement in
general market conditions compared to prior year. This increase is partially
offset by an increase in discount rate from 12.60% to 13.58%.
In accordance with the Companies Act 2006, section 841(4), the following has
been considered:
a) the directors have considered the value of some/all of the fixed
assets of the Group without revaluing them; and
b) the Directors are satisfied that the aggregate value of those assets
are not less than the aggregate amount at which they were stated in the
Group's accounts.
5 Property and equipment (continued)
Impairment (continued)
Details of the impairment reversal by cash-generating unit, along with the
associated recoverable amount reflecting its value in use, are provided
below:
Impairment Recoverable Impairment Reversal Recoverable
Reversal / (Impairment) Amount 2021 Amount
Cash Generating Unit (CGUs) Vessel class 2022 2022 US$'000 2021
US$'000 US$'000 US$'000
Endurance E-Class 1,820 66,933 9,013 66,289
Endeavour E-Class (2,691) 66,823 558 73,144
Enterprise E-Class (941) 73,269 536 78,007
Evolution E-Class 5,131 85,592 - 83,481
E-class 3,319 292,617 10,107 300,921
Shamal S-Class (4,631) 53,923 - 62,614
Scirocco S-Class - 56,398 - 65,140
Sharqi S-Class - 58,865 - 68,431
S-class (4,631) 169,186 - 196,185
Kamikaze K-Class (1,984) 15,475 244 21,193
Kikuyu K-Class 3,333 16,874 910 14,735
Kawawa K-Class 2,880 16,059 1,373 13,597
Kudeta K-Class (19) 12,678 409 13,967
Keloa K-Class 7,816 21,519 1,916 13,225
Pepper K-Class (2,926) 51,139 - 58,084
K-class 9,100 133,744 4,852 134,801
Total 7,788 595,547 14,959 631,907
The below table compares the long-term (Terminal value) day rate and
utilisation assumptions used to forecast future cash flows from 2027 for the
remainder of each vessel's useful economic life against those secured for
2023:
Day rate change % on 2023 levels Utilisation change %
Vessels class on 2023 levels
E-Class CGUs 34% (10%)
S-Class CGUs 17% (1%)
K-Class CGUs 1% (20%)
The below table compares the long-term day rate and utilisation assumptions
used to forecast future cash flows during the year ended 31 December 2022
against the Group's long-term assumptions in the impairment assessment
performed as at 31 December 2021:
Long term day rate (Terminal Value) change % on 2021 assumptions Long term utilisation (Terminal Value)
change % on 2021 assumptions
Vessels class
E-Class CGUs 0.2% 6.1%
S-Class CGUs 0% (0.1%)
K-Class CGUs 0% (0.4%)
5 Property and equipment (continued)
Impairment (continued)
The net impairment reversal recognised on the Group's K-Class vessels
primarily reflects an increase in short-term forecast day rates and
utilisation, as the Group experiences increased demand in a recovering market.
When reviewing the longer-term assumptions, the Group has assumed a lower day
rate and utilisation for terminal values to reflect higher competition in the
market for smaller vessels.
The net impairment reversal recognised on E-Class vessels reflect further
increases primarily in long-term assumptions on utilisation relative to the
Group's previous forecasts. The forecast of 34% increase in rates relative to
2022 reflects improving market conditions coupled with a lack of supply of
vessels with the capabilities of the E-Class such as their large crane
capacities and superior leg length. As these vessels are the most capable of
all the vessels in the fleet it is anticipated they will be able to demand
higher day rates and utilization going forward.
Impairment recognised on an S-Class vessel reflect an increase in discount
rate and a modest decline in short-term assumptions on utilisation relative to
the Group's previous forecasts.
Key assumption sensitivities
The Group has conducted an analysis of the sensitivity of the impairment test
to reasonable possible changes in the key assumptions (long-term day rates,
utilisation and pre-tax discount rates) used to determine the recoverable
amount for each vessel as follows:
Day rates
Day rates higher by 10% Day rates lower by 10%
Vessels class Impact (in US$ millions) Number of vessels impacted Impact (in US$ millions) Number of vessels impacted
(Impairment)/ impairment reversal of* (Impairment)/ impairment reversal of*
E-Class CGUs 38.0 4 (41.7) 4
S-Class CGUs - 1 (26.2) 3
K-Class CGUs 30.7 6 (18.7) 6
Total fleet 68.7 11 (86.6-) 13
*This reversal of impairment / (impairment) is calculated on carrying values
before the adjustment for impairment reversals in 2022.
The total recoverable amounts of the Group's vessels as at 31 December 2022
would have been US$ 695.7 million under the increased long-term day rates
sensitivity and US$ 495.3 million for the reduced day rate sensitivity.
5 Property and equipment (continued)
Impairment (continued)
Key assumption sensitivities (continued)
Utilisation
Utilisation higher by 10% Utilisation lower by 10%
Vessels class Impact (US$m) Number of vessels impacted Impact (US$m) Number of vessels impacted
(Impairment)/ impairment reversal of* (Impairment)/ impairment reversal of*
E-Class CGUs 25.3 4 (41.7) 4
S-Class CGUs (0.1) 1 (26.2) 3
K-Class CGUs 29.4 6 (18.7) 6
Total fleet 54.6 11 (86.6) 13
*This reversal of impairment / (impairment) is calculated on carrying values
before the adjustment for impairment reversals in 2022.
The total recoverable amounts of the Group's vessels as at 31 December 2022
would have been US$ 661.3 million under the increased utilisation sensitivity
and US$ 495.3 million for the reduced utilisation sensitivity.
Management would not expect an assumption change of more than 10% across all
vessels within the next financial year, and accordingly believes that a 10%
sensitivity to day rates and utilisation is appropriate.
Discount rate
A further sensitivity was conducted where a 1% increase and decrease was
applied to the pre-tax discount rate. In 2021, and as mentioned in Note 4
management reviewed and narrowed down the peer companies (used to compute the
discount rate following consultation with external advisors). The same
companies are used in 2022 as these are deemed to be more specific to GMS's
capital structure and therefore management does not anticipate significant
changes beyond 1% to the discount rate going forward.
Discount rate higher by 1% Discount rate lower by 1%
Vessels class Impact (US$m) Number of vessels impacted Impact (US$m) Number of vessels impacted
(Impairment)/ impairment reversal of* (Impairment)/ impairment reversal of*
E-Class CGUs (14.7) 4 19.7 4
S-Class CGUs (10.8) 2 (0.6) 1
K-Class CGUs 2.8 6 15.2 6
Total fleet (22.7) 12 34.3 11
*This (impairment) / impairment reversal is calculated on carrying values
before the adjustment for impairment reversals in 2022.
The total recoverable amounts of the vessels as at 31 December 2022 would have
been US$ 635.2 million under the reduced discount rate sensitivity and US$
560.2 million for the increased discount rate sensitivity.
6 Dry docking expenditure
The movement in dry docking expenditure is summarised as follows:
2022 2021
US$'000 US$'000
At 1 January 8,799 10,391
Expenditure incurred during the year 5,745 3,911
Amortised during the year (Note 36) (5,613) (5,503)
At 31 December 8,931 8,799
7 Right-of-use assets
Buildings Communications equipment Operating equipment Total
US$'000 US$'000 US$'000 US$'000
Cost
At 1 January 2021 2,079 251 5,788 8,118
Additions 183 - 1,772 1,955
At 31 December 2021 2,262 251 7,560 10,073
Additions 186 - 2,936 3,122
At 31 December 2022 2,448 251 10,496 13,195
Accumulated depreciation
At 1 January 2021 1,115 91 3,572 4,778
Depreciation for the year 333 82 1,996 2,411
At 31 December 2021 1,448 173 5,568 7,189
Depreciation for the year 419 78 2,138 2,635
At 31 December 2022 1,867 251 7,706 9,824
Carrying amount
At 31 December 2022 581 - 2,790 3,371
At 31 December 2021 814 78 1,992 2,884
The consolidated statement of profit or loss and other comprehensive income
includes the following amounts relating to leases.
2022 2021
US$'000 US$'000
Depreciation of right of use assets (Note 36) 2,635 2,411
Expense relating to short term leases or leases of low value assets (Note 36) 965 525
Lease charges included in operating income 3,600 2,936
Interest on lease liabilities (Note 35) 170 147
Lease charges included in profit before tax 3,770 3,083
The total cash outflow for leases amounted to US$ 3.7 million for the year
ended 31 December 2022
(2021: US$ 3.0 million).
8 Taxation charge for the year
Tax is calculated at the rates prevailing in the respective jurisdictions in
which the Group operates. The overall effective rate is the aggregate of taxes
paid in jurisdictions where income is subject to tax (being principally Qatar,
the United Kingdom, and Saudi Arabia), divided by the Group's profit/(loss).
2022 2021
US$'000 US$'000
Profit from operations before tax 27,126 32,926
Tax at the UK corporation tax rate of 19% 5,154 6,256
Effect of different tax rates in overseas jurisdictions (6,106) (3,285)
Expense not deductible for tax purposes 20 (2,842)
Overseas taxes not based on profit 861 1,482
Increase in unrecognised deferred tax 1,242 115
Prior year tax adjustments 584 (19)
Income not taxable for tax purposes (31) -
Total tax charge 1,724 1,707
During the year, the tax rates on profits were 10% in Qatar (2021: 10%), 19%
in the United Kingdom (2021: 19%) and 20% in Saudi Arabia (2021: 20%)
applicable to the portion of profits generated inside of Saudi Arabia. The
Group also incurred 2.5% Zakat tax (an obligatory tax to donate 2.5% of
retained earnings each year) on the portion of profits generated in Saudi
Arabia (2021: 2.5%).
The Group incurred 5% on revenue in Saudi Arabia (2021: 5%).
The withholding tax included in the current tax charge amounted to US$ 0.9
million (2021: US$ 1.4 million).
The Group expects the overall effective tax rate in the future to vary
according to local tax law changes in jurisdictions which incur taxes, as well
as any changes to the share of the Group profits or losses which arise in tax
paying jurisdictions.
At the balance sheet date, the Group has unused tax losses of US$ 26.4 million
(2021: US$ 20.7 million), arising from UK operations, available for offset
against future profits with an indefinite expiry period. In line with the
prior year, the current year assessment relates to the E-Class vessel which is
the only vessel expected to operate in the UK for the foreseeable future.
Based on the projections of this remaining vessel's activity, there are
insufficient future taxable profits to justify the recognition of a deferred
tax asset. On this basis no deferred tax asset has been recognised in the
current or prior year. The unrecognised deferred tax asset calculated at the
substantively enacted rate in the UK of 25% amounts to US$ 6.6 million as at
31 December 2022 (2021: US$ 5.2 million).
The Group accrues for estimated penalties, if any, with respect to any open
tax related matters. Any changes to such estimates relating to prior periods
are presented in the "prior year tax adjustments" above.
8 Taxation charge for the year (continued)
Factors affecting current and future tax charges
United Kingdom (UK)
In the Spring Budget 2021, the UK Government announced that from 1 April 2023
the corporation tax rate would increase to 25%. This new law was substantively
enacted on 24 May 2021. Deferred taxes at the balance sheet date have been
measured using these enacted tax rates as disclosed in these financial
statements. Once the increase in the UK corporation tax rate takes effect,
this could impact future tax payments.
The future effective tax rate of the Group could be impacted by changes in tax
law, primarily increasing corporation tax rates and increasing withholding
taxes applicable to the group.
United Arab Emirates (UAE)
On 9 December 2022, the UAE Ministry of Finance released Federal Decree-Law
No. 47 of 2022 on the Taxation of Corporations and Businesses (Corporate Tax
Law or the Law) to enact a Federal Corporate Tax regime in the UAE. This Law
will become effective for accounting periods beginning on or after 1 June
2023.
The Group's UAE operations will be subject to a 9% corporation tax rate. A
rate of 0% will apply to taxable income not exceeding a particular threshold
to be prescribed by way of a Cabinet Decision (expected to be AED 375,000
based on information released by the UAE Ministry of Finance). In addition,
there are several other decisions that are yet to be finalised by way of a
Cabinet Decision that are significant in order for entities to determine their
tax status and the taxable income. Therefore, pending such important decisions
by the Cabinet as at 31 December 2022, the Group has considered that the Law
is not substantively enacted from IAS 12 Income Taxes perspective as at 31
December 2022. The Group shall continue to monitor the timing of the issuance
of these critical cabinet decisions to determine their tax status and the
application of IAS 12 Income Taxes.
A subsidiary of the Group received a tax assessment from the Saudi tax
authorities (ZATCA) for an amount of
US$ 7.3 million related to the transfer pricing of our inter-group bareboat
agreement, for the period from 2017 to 2019. The Group has filed an appeal
with the Tax Violations and Dispute Resolution Committee (TVDRC) against the
assessment raised by ZATCA. The Directors have considered the claim, including
consideration of third-party tax advice received. Noticing the claim
retrospectively applied from 2010 in respect of a law which was issued in
2019, which applied a "tested party" assessment different to that supported by
our tax advisors and using an approach which the Directors (supported by its
tax advisors) consider to be inconsistent with the principles set out in the
KSA transfer price guidelines, the Directors are confident that the Group has
complied with the relevant tax legislation. On that basis, the Directors have
not made a provision for the current or any future potential assessments of a
similar nature.
9 Trade receivables
2022 2021
US$'000 US$'000
Trade receivables (gross of allowances) 35,198 42,143
Less: Allowances for bad and doubtful debt provision (1,921) -
Less: Allowance for expected credit losses (98) (195)
Trade receivables 33,179 41,948
Gross trade receivables, amounting to US$ 35.2 million (2021: US$ 42.1
million), have been assigned as security against the loans extended by the
Group's banking syndicate (Note 22).
Trade receivables disclosed above are measured at amortised cost. Credit
periods are granted on a client by client basis. The Group does not hold any
collateral or other credit enhancements over any of its trade receivables nor
does it have a legal right of offset against any amounts owed by the Group to
the counterparty. For details of the calculation of expected credit losses,
refer to Note 3.
Impairment has been considered for accrued revenue but is not considered
significant.
9 Trade receivables (continued)
The movement in the allowance for ECL and bad and doubtful receivables during
the year was as follows:
2022 2021
US$'000 US$'000
At 1 January 195 133
Movement of ECL provision during the year (Note 36) 1,921 62
Release of ECL provision (Note 36) (97) -
At 31 December 2,019 195
Trade receivables are considered past due once they have passed their
contracted due date. The net movement in expected credit loss provision during
the year was US$ 1.8 million (2021: US$ 0.06 million).
Management carried out an impairment assessment of trade receivables for the
year ended 31 December 2022 and concluded that the Group had an expected
credit loss provision of US$ 2.0 million as at 31 December 2022 (31 December
2021: US$0.2 million). Further details on the specific provision are disclosed
in Note 38.
Included in the Group's trade receivables balance are receivables with a gross
amount of US$ 0.8 million (2021: US$ 6.7 million) which are past due for 30
days or more at the reporting date. At 31 December, the analysis of Trade
receivables is as follows:
Number of days past due
Current < 30 days 31-60 days 61-90 days 91-120 days > 120 days Total
US$'000 US'000 US'000 US'000 US'000 US'000 US'000
Trade receivables 30,166 4,216 - - 30 786 35,198
Less: Allowance for trade receivables (2,003) (10) - - - (6) (2,019)
Net trade receivables 2022 28,163 4,206 - - 30 780 33,179
Trade receivables 32,215 3,183 2,323 1,175 672 2,575 42,143
Less: Allowance for trade receivables (169) (8) (6) (3) (2) (7) (195)
Net trade receivables 2021 32,046 3,175 2,317 1,172 670 2,568 41,948
Nine customers (2021: eight) account for 99% (2021: 97%) of the total trade
receivables balance (see revenue by segment information in Note 30). When
assessing credit risk, ongoing assessments of customer credit and liquidity
positions are performed.
10 Prepayments, advances and other receivables
2022 2021
US$'000 US$'000
Accrued revenue 1,303 1,170
Prepayments 3,137 3,663
Deposits* 85 406
Advances to suppliers 3,197 808
Other receivables - 922
At 31 December 7,722 6,969
* Deposits include bank guarantee deposits of US$ 39K (2021: US$ 39K).
Guarantee deposits are paid by the Group for employee work visas under UAE
labour laws.
Other receivables disclosed above are measured at amortised cost.
11 Derivative financial instruments
Embedded derivatives - contract to issue warrants
Under the terms of the Group's loan facility, the Group is required to issue
warrants to its lenders if GMS had not raised US$ 50.0 million of equity by 31
December 2022.
On 2 January 2023, as the US$ 50.0 million equity raise did not take place,
therefore 87,621,947 warrants were issued to the lenders. Based on the final
report prepared by a Calculation Agent, the warrants give right to their
holders to acquire 137,075,773 shares at an exercise price of 5.75 pence per
share for a total consideration of GBP £7.9 million. Warrant holders will
have the right to exercise their warrants up to the end of the term of the
loan facility, being 30 June 2025 (or earlier if a refinance takes place).
As the terms of the loan facility contained separate distinguishable terms
with a contingent requirement to issue warrants to banks, management
determined the debt facility to contain an embedded derivative. The Group was
required to recognise the embedded derivative at fair value. Management
commissioned an independent valuation expert to measure the fair value of the
warrants, which was determined using Monte Carlo simulations. The simulation
considers sensitivity by building models of possible results by substituting a
range of values. This represents a Level 3 fair value measurement under the
IFRS 13 hierarchy. The fair value of the derivative as at 31 December 2022 was
US$ 3.2 million (31 December 2021 US$ 0.7 million). As the warrants were
issued in January 2023, the balance is recognised as a current liability as at
31 December 2022.
Interest Rate Swap
The Group has an Interest Rate Swap (IRS) arrangement, originally in place, to
hedge a notional amount of US$ 50.0 million. The remaining notional amount
hedged under the IRS as at 31 December 2022 was US$ 23.1 million (31 December
2021: US$ 30.8million). The IRS hedges the risk of variability in interest
payments by converting a floating rate liability to a fixed rate liability.
The fair value of the IRS as at 31 December 2022 was an asset value of US$ 0.4
million (31 December 2021: liability of US$ 1.1 million). In 2020 cash flows
of the hedging relationship for the IRS were not highly probable and,
therefore, hedge accounting was discontinued from this point. The remaining
balance in the cash flow hedge reserve relates to the balance to be recycled
to the profit and loss following the occurrence of the underlying cash flow.
The fair value measurement of the interest rate swap was determined by
independent valuers with reference to quoted market prices, discounted cash
flow models and recognised pricing models as appropriate. They represent Level
2 fair value measurements under the IFRS 13 hierarchy.
11 Derivative financial instruments (continued)
IFRS 13 fair value hierarchy
Apart from the contract to issue warrants, the Group has no other financial
instruments that are classified as Level 3 in the fair value hierarchy in the
current year that are determined by reference to significant unobservable
inputs. There have been no transfers of assets or liabilities between levels
of the fair value hierarchy. There are no non-recurring fair value
measurements.
Derivative financial instruments are made up as follows:
Interest rate swap Embedded derivative
Total
US$'000 US$'000 US$'000
At 1 January 2022 (1,076) (717) (1,793)
Settlement of derivatives 384 - 384
Net gain on changes in fair value of interest rate swap * 1,078 - 1,078
Net loss on changes in fair value of embedded derivative - (2,481) (2,481)
As at 31 December 2022 386 (3,198) (2,812)
* The fair value of the interest rate swap is included under assets in the
current year (2021: included in liabilities).
Interest rate swap Embedded derivative
Total
US$'000 US$'000 US$'000
At 1 January 2021 (2,387) (1,449) (3,836)
Settlement of derivatives 1,033 - 1,033
Net gain on changes in fair value of interest rate swap 278 - 278
Derecognition of embedded derivative warrants - 1,890 1,890
Initial recognition of embedded derivative - (926) (926)
Net loss on changes in fair value of embedded derivative - (232) (232)
As at 31 December 2021 (1,076) (717) (1,793)
These statements include the cost of hedging reserve and cash flow hedge
reserve which are detailed further in the consolidated statement of changes in
equity. These reserves are non- distributable.
The balance in the cashflow hedging reserve as at 31 December 2022 was US
$0.28 million (2021: US $0.56 million).
12 Cash and cash equivalents
2022 2021
US$'000 US$'000
Interest bearing
Held in UAE banks 1,209 639
Non-interest bearing
Held in UAE banks 2,824 778
Held in banks outside UAE 8,242 6,854
Total cash at bank and in hand 12,275 8,271
13 Share capital and other reserves
Ordinary shares at £0.02 per share
Number of ordinary shares Ordinary
shares
(Thousands) US$'000
At 1 January 2022 1,016,415 30,117
As at 31 December 2022 1,016,415 30,117
Number of ordinary shares Ordinary
shares
(Thousands) US$'000
At 1 January 2021 350,488 58,057
Placing of new shares 665,927 18,505
Capital reorganisation - (46,445)
As at 31 December 2021 and 31 December 2022 1,016,415 30,117
Deferred shares at £0.08 per share
Number of ordinary shares
('000) US$'000
At 1 January 2022 350,488 46,445
Buyback and cancellation of deferred shares (350,488) (46,445)
As at 31 December 2022 - -
13 Share capital and other reserves (continued)
Capital redemption reserve
Number of ordinary shares
(Thousands) US$'000
At 1 January 2022 - -
Placing of new shares 350,488 46,445
As at 31 December 2022 350,488 46,445
Share premium
Number of ordinary shares Share premium account
(Thousands) US$'000
At 1 January 2021 350,488 93,080
Placing of new shares* 665,927 6,025
As at 31 December 2021 and 2022 1,016,415 99,105
* net of issue costs of US$ 3,228,000.
Prior to an equity raise on 28 June 2021 the Group underwent a capital
reorganisation where all existing ordinary shares with a nominal value of 10
pence per share were subdivided and re-designated into 1 ordinary share with a
nominal value of 2 pence and 1 deferred share with a nominal value of 8 pence
each. The previously recognised share capital balance relating to the old 10p
ordinary shares was allocated pro rata to the new subdivided 2p ordinary
shares and 8p deferred shares. The deferred shares had no voting rights and no
right to the profits generated by the Group. On winding-up or other return of
capital, the holders of deferred shares had extremely limited rights, if any.
The Group had the right but not the obligation to buyback all of the deferred
shares for an amount not exceeding £1.00 in aggregate, which with the
shareholders approval, was completed on 30 June 2022. Accordingly, 350,487,787
deferred shares were cancelled. Following the cancellation of the Deferred
shares on 30 June 2022, a transfer of $46.4 million was made from Share
capital - Deferred to a Capital redemption reserve. There was no dilution to
the shares ownership as a result of the share reorganisation.
Under the Companies Act, a share buy‑back by a public company can only be
financed through distributable reserves or the proceeds of a fresh issue of
shares made for the purpose of financing a share buyback. The Company had
sufficient reserves to purchase the Deferred shares for £1.00.
The Group has Long Term Incentive Plans ("LTIPs") granted to senior
management, managers, and senior offshore officers and which may result in
increase in issued share capital in future (refer Note 28).
14 Restricted reserve
The restricted reserve of US$ 0.3 million (2021: US$ 0.3 million) represents
the statutory reserves of certain subsidiaries. As required by the Commercial
Companies Law in the countries where those entities are established, 10% of
profit for the year is transferred to the statutory reserve until the reserve
equals 50% of the share capital. This reserve is not available for
distribution. No amounts were transferred to this reserve during the year
ended 31 December 2022 (2021: US $nil).
15 Group restructuring reserve
The Group restructuring reserve arose on consolidation under the pooling of
interests (merger accounting) method used for the Group restructuring. Under
this method, the Group was treated as a continuation of GMS Global Commercial
Investments LLC (the predecessor parent Company) and its subsidiaries. At the
date the Company became the new parent company of the Group via a
share-for-share exchange, the difference between the share capital of GMS
Global Commercial Investments LLC and the Company, amounting to US$ 49.7
million (2021: US $49.7 million), was recorded in the books of Gulf Marine
Services PLC as a Group restructuring reserve. This reserve is
non-distributable.
16 Share based payment reserve
Share based payment reserve of US$ 3.6 million (2021: US$ 3.6 million) relates
to awards granted to employees under the long-term incentive plans.
17 Capital contribution
The capital contribution reserve is as follows:
2022 2021
US$'000 US$'000
At 31 December 9,177 9,177
During 2013, US$ 7.8 million was transferred from share appreciation rights
payable to capital contribution as, effective 1 January 2013, the shareholders
have assumed the obligation to settle the share appreciation rights. An
additional charge in respect of this scheme of US$ 1.4 million was made in
2014. The total balance of US$ 9.2 million is not available for distribution.
18 Translation reserve and Retained earnings
Foreign currency translation reserve represents differences on foreign
currency net investments arising from the re-translation of the net
investments in overseas subsidiaries.
Retained earnings include the accumulated realised and certain unrealised
gains and losses made by the Group.
19 Non-controlling interests
The movement in non-controlling interests is summarised as follows:
2022 2021
US$'000 US$'000
At 1 January 1,912 1,694
Share of profit for the year 76 218
At 31 December 1,988 1,912
20 Provision for employees' end of service benefits
In accordance with Labour Laws of some of the countries where the Group
operates, it is required to provide for end of service benefits for certain
employees. The movement in the provision for employees' end of service
benefits during the year was as follows:
2022 2021
US$'000 US$'000
At 1 January 2,322 2,190
Provided during the year 270 678
Paid during the year (452) (546)
At 31 December 2,140 2,322
21 Trade and other payables
2022 2021
US$'000 US$'000
Trade payables 12,618 8,767
Due to a related party (Note 24) 2,841 197
Accrued expenses* 11,169 9,023
Deferred revenue 628 593
VAT payable 365 875
Other payables 358 -
27,979 19,455
No interest is payable on the outstanding balances. Trade and other payables
are all current liabilities.
*Accrued expenses include US$ 3,826,000 (2021: US$ 1,051,000) relating to
drydock accruals.
22 Bank borrowings
Secured borrowings at amortised cost are as follows:
2022 2021
US$'000 US$'000
Term loans 328,085 358,026
Working capital facility (utilised) - 21,500
328,085 379,526
Interest paid on bank borrowings were US$ 17.5 million (2021: US$ 12.9
million). Interest charged on bank borrowings was US$ 17.2 million (2021: US$
17.5 million)
Bank borrowings are split between hedged and unhedged amounts as follows;
2022 2021
US$'000 US$'000
Hedged bank borrowing via Interest Rate Swap* 23,077 30,769
Unhedged bank borrowings 305,008 348,757
328,085 379,526
*This is an economic hedge and not accounted for in accordance with IFRS 9,
Financial Instruments. The Group uses an IRS to hedge a portion of the Group's
floating rate liability by converting LIBOR to a fixed rate. Refer to Note 27
for further details.
Bank borrowings are presented in the consolidated statement of financial
position as follows:
2022 2021
US$'000 US$'000
Non-current portion
Bank borrowings 298,085 353,429
Current portion
Bank borrowings - scheduled repayments within one year 30,000 26,097
328,085 379,526
22 Bank borrowings (continued)
The principal terms of the outstanding facility as at 31 December 2022 are as
follows:
· The facility's main currency is US$ and is repayable with a LIBOR
plus margin at 3% up to
31 December 2022 at which point margin is based on a ratchet depending on
leverage levels. In 2023, the Group expects the margin to be 3.1% if leverage
is below 4.0, 4.0% if leverage is between 4.0 and 4.5 and 4.5% if leverage is
higher than 4.5 but lower than 5.
· The revolving working capital facility amounts to US$ 45.0
million (2021: US$ 50.0 million). USD$ 25.0 million (2021: US$ 25.0 million)
of the working capital facility is allocated to performance bonds and
guarantees and US$ 20.0 million (2021: US$ 25 million) is allocated to cash
which was repaid in full during the year (31 December 2021 US$ 21.5 million
was drawn), leaving US$ 20.0 million available for drawdown (31 December 2021:
US$ 3.5 million). The working capital facility expires alongside the main debt
facility in June 2025.
The facility remains secured by mortgages over its whole fleet with a net book
value at 31 December 2022 of US$ 549.7 million (31 December 2021: US$ 560.9
million) (Note 5). Additionally, gross trade receivables, amounting to US$
35.2 million (31 December 2021: US$ 42.1 million) have been assigned as
security against the loans extended by the Group's banking syndicate (Note 9).
· The Group has also provided security against gross cash balances,
being cash balances amounting to US$ 12.3 million (31 December 2021: US$ 8.3
million) (Note 12) before the restricted amounts related to visa deposits held
with the Ministry of Labour in the UAE which are included in other
receivables. These have been assigned as security against the loans extended
by the Group's banking syndicate.
As per the amended terms' contingent conditions that if an additional equity
raise of US $50.0 million did not take place by 31 December 2022, 87.6 million
warrants were issued on 2 January 2023, giving right to 137,075,773 million
shares at a striking price of 5.75 pence per share.
· Also, as the results of the Group in 2022 show a leverage ratio
higher than 4.0, a 2.5% PIK interest will accrue as of 1 January 2023. Also
and as part of the ratchet mechanism, the margin rate on the loan will change
on 1 January 2023 from 3.0% to 4.0%.
· refer to Note 11 for details of the valuation of the contract to
issue warrants.
The facility is subject to certain financial covenants including: Debt Service
Cover, Interest Cover, and Net Leverage Ratio, which are tested bi-annually in
June and December. As at 31 December 2022 the Group was required to
achieve a net leverage ratio lower than 6.1x, interest cover with a minimum
ratio of 2.25x and debt service cover with a minimum ratio of 1.2x. There are
also additional covenants relating to general and administrative costs,
capital expenditure and Security Cover (loan to value) which are tested
annually in December. In addition, there are restrictions to payment of
dividends until the net leverage ratio falls below 4.0 times. As at the year
end, there was no breach of covenant and on 2 January 2023 warrants were
issued (Note 11). All applicable financial covenants assigned to the Group's
debt facility were met as of 31 December 2022.
The Group appointed a calculation agent who has reported the final exercise
price of the warrants to be 5.75 pence per share, and 137,075,773 ordinary
shares that would be issued to the Lenders. As at 31 December 2022, the Group
did not raise an additional US$ 50.0 million of equity, resulting in the
issuance of warrants on 2 January 2023.
22 Bank borrowings (continued)
Outstanding amount
Current Non-current Total Security Maturity
US$'000 US$'000 US$'000
31 December 2022:
Term loan - scheduled repayments within one year 30,000 - 30,000 Secured June 2025
Term loan - scheduled repayments within more than one year - 298,085 298,085 Secured June 2025
Working capital facility - scheduled repayment more than one year - - Secured June 2025
30,000 298,085 328,085
31 December 2021:
Term loan - scheduled repayments within one year 26,097 - 26,097 Secured June 2025
Term loan - scheduled repayments within more than one year - 331,929 331,929 Secured June 2025
Working capital facility - scheduled repayment within one year - 21,500 21,500 Secured June 2025
26,097 353,429 379,526
23 Lease liabilities
2022 2021
US$'000 US$'000
As at 1 January 2,924 3,311
Recognition of new lease liability additions 3,122 1,955
Interest on finance leases (Note 35) 170 147
Principal elements of lease payments (2,524) (2,342)
Interest paid (170) (147)
As at 31 December 3,522 2,924
Maturity analysis:
Year 1 1,845 1,817
Year 2 834 736
Year 3 - 5 692 206
Onwards 151 165
3,522 2,924
Split between:
Current 1,845 1,817
Non - current 1,677 1,107
3,522 2,924
24 Related party transactions
Related parties comprise the Group's major shareholders, Directors and
entities related to them, companies under common ownership and/or common
management and control, their partners and key management personnel. Pricing
policies and terms of related party transactions are approved by the Group's
Board.
Balances and transactions between the Group and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not disclosed
in this note.
Key management personnel:
As at 31 December 2022, there were 2.6 million shares held by Directors (31
December 2021: 2.2 million). Refer to the Governance Report on page X .
Related parties
The Group's principal subsidiaries are outlined in Note 3. The related parties
comprising of the Group's major shareholders are outlined in the Directors
Report on page x . The other related party during the year was:
Partner in relation to Saudi Operations Relationship
Abdulla Fouad Energy Services Company Minority shareholder in GMS Saudi Arabia Ltd.
Partner in relation to UAE Operations
National Catering Company Limited WLL Affiliate of a significant shareholder of the Company
Sigma Enterprise Company LLC Affiliate of a significant shareholder of the Company
Aman Integrated Solutions LLC Affiliate of a significant shareholder of the Company
The amounts outstanding to Abdulla Fouad Energy Services Company as at 31
December 2022 was US $0.2 million (2021: US $0.1 million), refer to Note 21.
The amounts outstanding to National Catering Company Limited WLL as at 31
December 2022 was US $0.8 million (2021: US $0.1 million) included in trade
and other payables (Note 21).
The amounts outstanding to Sigma Enterprise Company LLC as at 31 December 2022
was US 1.8 million (2021: US $nil) included in trade and other payables (Note
21).
The amounts outstanding to Aman Integrated Solutions LLC as at 31 December
2022 was US nil (2021: US $nil) included in trade and other payables (Note
21).
During 2022, there were no transactions with Seafox international or any of
its subsidiaries (2021: US $nil).
24 Related party transactions (continued)
Significant transactions with the related party during the year:
2022 2021
US$'000 US$'000
Rentals of property from Abdulla Fouad 50 54
Rentals of breathing equipment from Abdulla Fouad 521 452
Catering services for Vessel Pepper from National Catering Company 1,232 289
Limited WLL
Sigma Enterprise Company LLC 1,930 -
Aman Integrated Solutions LLC 7 -
Compensation of key management personnel
The remuneration of Directors and other members of key management personnel
during the year were as follows:
2022 2021
US$'000 US$'000
Short-term benefits 617 915
End of service benefits 24 7
641 922
Compensation of key management personnel represents the charge to the profit
or loss in respect of the remuneration of the executive and non-executive
Directors. At 31 December 2022, there were four members of key management
personnel (2021: five members). Further details of Board remuneration and the
termination of key management personnel relating to 2021 are contained in the
Directors' Remuneration Report on page x .
25 Contingent liabilities
At 31 December 2022, the banks acting for Gulf Marine Services FZE, one of the
subsidiaries of the Group, had issued performance bonds amounting to US$ 18.0
million (31 December 2021: US$ 11.6 million), all of which were
counter-indemnified by other subsidiaries of the Group.
26 Commitments
2022 2021
US$'000 US$'000
Capital commitments 6,221 6,832
Capital commitments comprise mainly capital expenditure, which has been
contractually agreed with suppliers for future periods for equipment or the
upgrade of existing vessels.
27 Financial instruments
Categories of financial instruments
2022 2021
US$'000 US$'000
Financial assets:
Current assets at amortised cost:
Cash and cash equivalents (Note 12) 12,275 8,271
Trade receivables and other receivables (Note 9,10)* 34,567 44,446
Current assets recorded at FVTPL:
Interest rate swap (Note 11) 386 -
Total financial assets 47,228 52,717
*Trade and other receivables excludes prepayments and advances to suppliers.
2022 2021
US$'000 US$'000
Financial liabilities:
Derivatives recorded at FVTPL:
Interest rate swap (Note 11) - 1,076
Embedded derivative (Note 11) 3,198 717
Financial liabilities recorded at amortised cost:
Trade and other payables (Note 21)* 26,986 17,987
Lease liabilities (Note 23) 3,522 2,924
Current bank borrowings - scheduled repayments within one year 30,000 26,097
(Note 22)
Non-current bank borrowings - scheduled repayments more than one year 298,085 353,429
(Note 22)
Total financial liabilities 361,791 402,230
* Trade and other payables excludes amounts of deferred revenue and VAT
payable.
27 Financial instruments (continued)
Categories of financial instruments (continued)
The following table combines information about the following;
· Fair values of financial instruments (except financial
instruments when carrying amount approximates their fair value); and
· Fair value hierarchy levels of financial liabilities for which
fair value was disclosed.
2022 2021
US$'000 US$'000
Financial assets:
Recognised at level 2 of the fair value hierarchy:
Interest rate swap (Note 11) 386 -
Financial liabilities:
Recognised at level 2 of the fair value hierarchy:
Interest rate swap (Note 11) - 1,076
Recognised at level 3 of the fair value hierarchy:
Embedded derivative (Note 11) 3,198 717
The following table provides information about the sensitivity of the fair
value measurement to changes in the most significant inputs:
Description Valuation Significant Sensitivity of the fair value measurement to input
technique unobservable input
Embedded derivative Monte- Carlo simulation technique Equity raise or warrant issue As of 2 January 2023, the warrants have been vested. The valuation technique
used a Monte Carlo simulation with 5,000 iterations for Group's future market
capitalisation.
The fair value of financial instruments classified as level 3 are, in certain
circumstances, measured using valuation techniques that incorporate
assumptions that are not evidenced by the prices from observable current
market transactions in the same instrument and are not based on observable
market data.
The fair value of the Group's embedded derivative at 31 December 2022 has been
arrived at on the basis of a valuation carried out at that date by a third-
party expert, an independent valuer not connected with the Group. The
valuation conforms to International Valuation Standards. The fair value was
determined using a Monte-Carlo simulation.
Favourable and unfavourable changes in the value of financial instruments are
determined on the basis of changes in the value of the instruments as a result
of varying the levels of the unobservable parameters, quantification of which
is judgmental. There have been no transfers between Level 2 and Level 3 during
the years ended 31 December 2022 and 31 December 2021.
27 Financial instruments (continued)
Categories of financial instruments (continued)
The Group uses interest rate swap derivatives to hedge volatility in interest
rates. These were previously formally designated into hedge accounting
relationships. As the cash flows of the hedging relationship subsequent to 31
December 2020 were not highly probable, the hedge accounting was discontinued
in 2020 and the interest rate swap was reclassified to fair value through
profit and loss. As a result, a gain of US$ 0.3 million (2021: loss of US$ 0.3
million) was recognised in profit or loss in the current year in relation to
the change in fair value of the interest rate swap (Note 35).
Capital risk management
The Group manages its capital to support its ability to continue as a going
concern while maximising the return on equity. The Group does not have a
formalised optimal target capital structure or target ratios in connection
with its capital risk management objectives. The capital structure of the
Group consists of net bank debt and total equity. The Group continues to take
measures to de-lever the Company and intends to continue to do so in the
coming years.
Significant accounting policies
Details of the significant accounting policies and methods adopted, including
the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each class of financial
asset, financial liability and equity instrument are disclosed in Note 3 to
the financial statements.
Financial risk management objectives
The Group is exposed to the following risks related to financial instruments -
credit risk, liquidity risk, interest rate risk and foreign currency risk.
Management actively monitors and manages these financial risks relating to the
Group. In December 2020 an agreement was reached between the United Kingdom
("UK") and the European Union ("EU") for the UK to exit the EU ("Brexit"). The
Group has considered the risks arising from Brexit and on amounts presented in
these consolidated financial statements. As the majority of the Group's
operations and our lending syndicate are in the Middle East, and one of our UK
offices was closed at the end of 2019 and there is currently one vessel
working in North West Europe, the exposure is not considered to be significant
beyond the foreign currency risk described later.
Credit risk management
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial loss
to the Group, and arises principally from the Group's trade and other
receivables and cash and cash equivalents.
The Group has adopted a policy of dealing when possible with creditworthy
counterparties while keen to maximize utilization for its vessels..
Cash balances held with banks are assessed to have low credit risk of default
since these banks are highly regulated by the central banks of the respective
countries. At the year-end, cash at bank and in hand totalled US$ 12.3 million
(2021: US$ 8.3 million), deposited with banks with Fitch short-term ratings of
F2 to F1+ (Refer to Note 12).
27 Financial instruments (continued)
Credit risk management (continued)
Concentration of credit risk arises when a number of counterparties are
engaged in similar business activities, or activities in the same geographic
region, or have similar economic features that would cause their ability to
meet contractual obligations to be similarly affected by changes in economic,
political or other conditions. Concentration of credit risk indicates the
relative sensitivity of the Group's performance to developments affecting a
particular industry or geographic location. During the year, vessels were
chartered to 8 companies in the Middle East and 2 companies in Europe,
including NOCs and engineering, procurement and construction ("EPC")
contractors. At 31 December 2022, 7 companies in specific regions accounted
for 99% (2021: 8 companies in specific regions accounted for 96%) of the
outstanding trade receivables.
The credit risk on liquid funds is limited because the funds are held by banks
with high credit ratings assigned by international agencies.
The amount that best represents maximum credit risk exposure on financial
assets at the end of the reporting period, in the event counterparties failing
to perform their obligations generally approximates their carrying value.
The Group considers cash and cash equivalents and trade and other receivables
which are neither past due nor impaired to have a low credit risk and an
internal rating of 'performing'. Performing is defined as a counterparty that
has a strong financial position and which there are no past due amounts.
27 Financial instruments (continued)
Liquidity risk management
Ultimate responsibility for liquidity risk management rests with the Board of
Directors. The Group manages liquidity risk by seeking to maintain sufficient
facilities to ensure availability of funds for forecast and actual cash flow
requirements.
The table below summarises the maturity profile of the Group's financial
liabilities. The contractual maturities of the Group's financial liabilities
have been determined on the basis of the remaining period at the end of the
reporting period to the contractual maturity date. The maturity profile is
monitored by management to assist in ensuring adequate liquidity is
maintained. Refer to Going Concern in Note 3.
The maturity profile of the assets and liabilities at the end of the reporting
period based on contractual repayment arrangements was as follows:
Interest rate Total 1 to 3 4 to 12 2 to 5
Months Months years
US$'000 US$'000 US$'000
31 December 2022
Non-interest bearing financial assets
Cash and cash equivalents- non-interest bearing 11,066 11,066 - -
Trade receivables and other receivables* 34,567 33,751 30 786
Interest bearing financial assets
Cash and cash equivalents- interest bearing 1,209 1,209 - -
Interest rate swap 386 - 386 -
47,228 44,003 416 2,809
Non-interest bearing financial liabilities
Trade and other payables** 26,986 26,986 - -
Interest bearing financial liabilities 3.0%-7.7%
Bank borrowings- principal 328,079 7,500 22,500 298,079
Interest on bank borrowings 40,395 2,656 7,603 30,136
Lease liabilities 3,522 462 1,383 1,677
Interest on lease liabilities 148 20 42 86
399,130 37,624 31,528 329,978
Interest rate Total 1 to 3 4 to 12 2 to 5
months months years
US$'000 US$'000 US$'000 US$'000
31 December 2021
Non-interest bearing financial assets
Cash and cash equivalents- non-interest bearing 7,632 7,632 - -
Trade and other receivables* 44,446 41,208 670 2,568
Interest bearing financial assets
Cash and cash equivalents- interest bearing 639 639 - -
52,717 49,479 670 2,568
Non-interest bearing financial liabilities
Trade and other payables** 17,987 17,987 - -
Interest bearing financial liabilities 3.0%-3.3%
Bank borrowings- principal 379,526 6,524 19,573 353,429
Interest on bank borrowings 34,907 2,898 8,378 23,631
Lease liabilities 2,205 440 925 840
Interest on lease liabilities 104 20 42 42
Interest rate swap 1,076 - - 1,076
435,805 27,869 28,918 379,018
* Trade and other receivables excludes prepayments and advances to suppliers.
**Trade and other payables excludes amounts of deferred revenue and VAT
payable.
27 Financial instruments (continued)
Interest rate risk management
The Group is exposed to cash flow interest rate risk on its bank borrowings
which are subject to floating interest rates. The Group uses an IRS to hedge a
notional amount of US$ 50 million (2021: US$ 50.0 million). The remaining
amount of notional hedged from the IRS as at 31 December 2022 was US$ 23.1
million (2021: US$ 30.8 million). The IRS hedges the risk of variability in
interest payments by converting a floating rate liability to a fixed rate
liability. The fair value of the IRS as at 31 December 2022 was an asset value
of US$ 0.4 million (2021: liability value US$ 1.1 million), (see Note 11 for
more details). As noted above the hedge accounting was discontinued on 1
January 2020 and the interest rate swap was reclassified to fair value through
profit and loss.
Interest Rate Benchmark Reform
The key risks for the Group arising from the transition are:
Interest rate basis risk: There are two elements to this risk as outlined
below:
· If the bilateral negotiations with the Group's counterparties are
not successfully concluded before the cessation of IBORs, there are
significant uncertainties with regard to the interest rate that would apply.
This gives rise to additional interest rate risk that was not anticipated when
the contracts were entered into and is not captured by our interest rate risk
management strategy. For example, in some cases the fallback clauses in IBOR
loan contracts may result in the interest rate becoming fixed for the
remaining term at the last IBOR quote. The Group is working closely with all
counterparties to avoid this from occurring, however, if this does arise, the
Group's interest rate risk management policy will apply as normal and may
result in closing out or entering into new interest rate swaps to maintain the
mix of floating rate and fixed rate debt. The Secured Overnight Financing Rate
(SOFR) is a secured interbank overnight interest rate which is intended to
replace the LIBOR in future financial contracts.
· Interest rate risk basis may arise if a non-derivative instrument
and the derivative instrument held to manage the interest risk on the
non-derivative instrument transition to alternative benchmark rates at
different times. This risk may also arise where back-to-back derivatives
transition at different times. The Group will monitor this risk against its
risk management policy which has been updated to allow for temporary
mismatches of up to 12 months and transact additional basis interest rate
swaps if required.
Liquidity risk: There are fundamental differences between IBORs and the
various alternative benchmark rates which the Group will be adopting. IBORs
are forward looking term rates published for a period (e.g. 3 months) at the
beginning of that period and include an inter-bank credit spread, whereas
alternative benchmark rates are typically risk free overnight rates published
at the end of the overnight period with no embedded credit spread. These
differences will result in additional uncertainty regarding floating rate
interest payments which will require additional liquidity management. The
Group's liquidity risk management policy has been updated to ensure sufficient
liquid resources to accommodate unexpected increases in overnight rates.
Litigation risk: If no agreement is reached to implement the interest rate
benchmark reform on existing contracts, (e.g. arising from differing
interpretation of existing fallback terms), there is a risk of prolonged
disputes with counterparties which could give rise to additional legal and
other costs. The Group is working closely with all counterparties to avoid
this from occurring.
Operational risk: Our current treasury management processes are being updated
to fully manage the transition to alternative benchmark rates and there is a
risk that such upgrades are not fully functional in time, resulting in
additional manual procedures which give rise to operational risks. The Group
has developed workstreams to ensure the relevant updates are made in good time
and the Group has plans in place for alternative manual procedures with
relevant controls to address any potential delay.
Progress towards implementation of alternative benchmark interest rates
The Group has been in ongoing discussions with its lenders in relation to
transition to alternative benchmark rates. This is the case for both its bank
borrowings and interest rate swap.
27 Financial instruments (continued)
Foreign currency risk management
The majority of the Group's transactions are denominated in US Dollars, UAE
Dirhams, Euros and Pound Sterling. As the UAE Dirham, Saudi Riyal and Qatari
Riyal are pegged to the US Dollar, balances in UAE Dirham, Saudi Riyal and
Qatari Riyal are not considered to represent significant currency risk.
Transactions in other foreign currencies entered into by the Group are
short-term in nature and therefore management considers that the currency risk
associated with these transactions is limited.
Brexit has not had any material impact on Group operations nor did it have
impact on transactions in Pound Sterling. Management continue to monitor
changes in legislation and future policies and will develop suitable mitigants
if required.
The carrying amounts of the Group's significant foreign currency denominated
monetary assets include cash and cash equivalents and trade receivables and
liabilities include trade payables. The amounts at the reporting date are as
follows:
Assets Liabilities
31 December 31 December
2022 2021 2022 2021
US$'000 US$'000 US$'000 US$'000
US Dollars 26,556 35,097 13,146 4,889
UAE Dirhams 283 87 1,110 2,092
Saudi Riyals 10,332 7,688 - 553
Pound Sterling 31 4,189 1,218 948
Euros 4,535 89 - 196
Qatari Riyals 6,237 3,264 317 86
Norwegian Krone 2 - - 2
Others 26 - - 1
48,002 50,414 15,791 8,767
At 31 December 2022, if the exchange rate of the currencies other than the UAE
Dirham, Saudi Riyal and Qatari Riyal had increased/decreased by 10% against
the US Dollar, with all other variables held constant, the Group's profit for
the year would have been higher/lower by US$ 0.9 million (2021: higher/lower
by US$ 0.6 million) mainly as a result of foreign exchange loss or gain on
translation of Euro and Pound Sterling denominated balances.
28 Long term incentive plans
The Group has Long Term Incentive Plans ("LTIPs") which were granted to senior
management, managers and senior offshore officers.
The employment condition attached to the Groups LTIP's is that each eligible
employee of the Company must remain in employment during the three-year
vesting period. LTIP awards granted in 2019 and 2020 were aligned to Company's
share performance. The release of these shares was conditional upon continued
employment and market vesting conditions. There were no LTIP awards granted
during 2021.
During the year ended 31 December 2022, additional LTIPs awards were granted
to the Chairman and Senior Management. The awards would vest over three years
subject to the same employment conditions described above and performance
conditions being met in 2024 based on defined ranges. There was an underpin
condition such that no awards would vest if the debt leverage in the Group
exceeded 4.0 times EBITDA at 31 December 2022. As this criteria had not been
met all LTIP awards issued in 2022 were forfeited.
Equity-settled share-based payments were measured at fair value at the date of
grant. The fair value determined, using the Binomial Probability Model
together with Monte Carlo simulations, at the grant date of equity-settled
share-based payments, is expensed on a straight-line basis over the vesting
period, based on an estimate of the number of shares that will ultimately
vest. The fair value of each award was determined by taking into account the
performance conditions, the term of the award, the share price at grant date,
the expected price volatility of the underlying share and the risk-free
interest rate for the term of the award.
Non-market vesting conditions were taken into account by adjusting the number
of equity instruments expected to vest at each balance sheet date so that,
ultimately, the cumulative amount recognised over the vesting period was based
on the number of awards that eventually vest. Any market vesting conditions
were factored into the fair value of the share-based payment granted.
To the extent that share-based payments are granted to employees of the
Group's subsidiaries without charge, the share-based payment is capitalised as
part of the cost of investment in subsidiaries.
The number of share awards granted by the Group during the year is given in
the table below:
2022 2021
000's 000's
At the beginning of the year 2,499,714 6,573,229
Granted in the year 9,460,000 -
Cash settled in the year (921,311) (1,854,298)
Forfeited in the year (9,862,390) (2,219,217)
Lapsed -
At the end of the year 1,176,014 2,499,714
The weighted average remaining contractual life for the vesting period
outstanding as at 31 December 2022 was 0.1 years (31 December 2021: 0.5
years). The weighted average fair value of shares granted during the period to
31 December 2022 was US$ 0.057 million (31 December 2021: US$ nil).
28 Long term incentive plans (continued)
LTIP LTIP LTIP
Grant date 14 Jun 2022 29 May 2020 15 Nov 2019
Share price £0.06 £0.09 £0.08
Exercise price £0.00 £0.00 £0.00
Expected volatility 102% 120% 102.79%
Risk-free rate 2.17% 0.01% 0.48%
Expected dividend yield 0.00% 0.00% 0.00%
Vesting period 3 years 3 years 3 years
Award life 3 years 3 years 3 years
The expected share price volatility of Gulf Marine Services PLC shares was
determined by considering the historical share price movements for a
three-year period up to the grant date (and of each of the companies in the
comparator group). The risk-free return was determined from similarly dated
zero coupon UK government bonds at the time the share awards were granted,
using historical information taken from the Bank of England's records.
On 15 March 2021, the Remuneration Committee determined that awards granted on
28 March 2018 which were due to vest on 28 March 2021 would be settled in
cash, not by the issue of shares as was contractually stipulated, subject to
the achievement of the original performance conditions. For the purposes of
IFRS 2, this represented a reclassification of these awards from
equity-settled to cash-settled. In accordance with IFRS 2, at the date of
reclassification a balance of US$ 0.1 million equal to the fair value of the
awards at the modification date was deducted from equity. As the fair value at
the modification date was lower than the cumulative equity-settled share-based
payment charge at that date, no adjustment was made to profit or loss as a
result of the modifications.
On 9 June 2021, the Company's Ordinary Shares of 10p each were split into
Ordinary Shares of 2p each and deferred shares of 8p each. A consequence of
this change will be that the share options issued in prior years will be
modified to such that the recipients are granted Ordinary Shares of 2p each,
not Ordinary Shares of 10p each. All of the deferred shares will be subject to
a right of repurchase by the Company for an aggregate sum of £1 following
admission. These shares were cancelled when repurchased.
29 Dividends
There was no dividend declared or paid in 2022 (2021: nil). No final dividend
in respect of the year ended
31 December 2022 is to be proposed at the 2023 AGM.
30 Segment reporting
The Group has identified that the Directors and senior management team are the
chief operating decision makers in accordance with the requirements of IFRS 8
'Operating Segments'. Segment performance is assessed based upon adjusted
gross profit/(loss), which represents gross profit/(loss) before depreciation
and amortisation and loss on impairment of assets. The reportable segments
have been identified by Directors and senior management based on the size and
type of asset in operation.
The operating and reportable segments of the Group are (i) K-Class vessels,
which include the Kamikaze, Kikuyu, Kawawa, Kudeta, Keloa and Pepper vessels
(ii) S-Class vessels, which include the Shamal, Scirocco and Sharqi vessels,
and (iii) E-Class vessels, which include the Endeavour, Endurance, Enterprise
and Evolution vessels.
All of these operating segments earn revenue related to the hiring of vessels
and related services including charter hire income, messing and accommodation
services, personnel hire and hire of equipment. The accounting policies of the
operating segments are the same as the Group's accounting policies described
in Note 3.
Revenue Segment adjusted gross profit/(loss)
2022 2021 2022 2021
US$'000 US$'000 US$'000 US$'000
K-Class vessels 48,036 43,027 27,827 26,214
E-Class vessels 51,135 38,680 30,200 25,104
S-Class vessels 33,986 33,420 23,899 22,590
133,157 115,127 81,926 73,908
Less:
Depreciation charged to cost of (23,567) (22,738)
sales
Amortisation charged to cost of (5,613) (5,503)
sales
Impairment loss (13,192) -
Reversal of impairment 20,980 14,959
Gross profit 60,534 60,626
Finance expense (20,137) (14,463)
Other general and administrative expenses (13,212) (12,272)
Foreign exchange loss, net (138) (1,002)
Other income 68 28
Finance income 11 9
Profit for the year before 27,126 32,926
taxation
The total revenue from reportable segments which comprises the K, S and
E-Class vessels was US$ 133.2 million (2021: US$ 115.1 million).
Segment revenue reported above represents revenue generated from external
customers. There were no inter-segment sales in the years.
Segment assets and liabilities, including depreciation, amortisation and
additions to non-current assets, are not reported to the chief operating
decision makers on a segmental basis and are therefore not disclosed.
30 Segment reporting (continued)
Information about major customers
During the year, four customers (2021: four) individually accounted for more
than 10% of the Group's revenues. The related revenue figures for these major
customers, the identity of which may vary by year, was US$ 9.0 million, US$
22.1 million, US$ 43.1 million and US$ 22.4 million (2021: US$ 13.4 million,
US$ 16.6 million, US$ 42.0 million and US$ 18.6 million). The revenue from
these customers is attributable to the E-Class vessels, S-Class vessels and
K-Class vessels reportable segments.
Geographical segments
Revenue by geographical segment is based on the geographical location of the
customer as shown below.
2022 2021
US$'000 US$'000
United Arab Emirates 22,645 58,019
Saudi Arabia 51,848 21,376
Qatar 44,259 22,591
Total - Middle East and North Africa 118,752 101,986
Total - Europe 14,405 13,141
Worldwide Total 133,157 115,127
Type of work
The Group operates in both the oil and gas and renewables sector. Oil and gas
revenues are driven from both client operating cost expenditure and capex
expenditure. Renewables are primarily driven by windfarm developments from
client expenditure. Details are shown below.
2022 2021
US$'000 US$'000
Oil and Gas 118,752 101,986
Renewables 14,405 13,141
Total 133,157 115,127
An impairment charge of US $ 4.6 million and reversal of impairment of US$
12.4 million (2021: reversal of impairment of US$ 15.0 million) was recognised
in respect of property and equipment (Note 5) attributable to the following
reportable segments:
2022 2021
US$'000 US$'000
K-Class vessels (9,100) (4,852)
S-Class vessels 4,631 -
E-Class vessels (3,319) (10,107)
(7,788) (14,959)
30 Segment reporting (continued)
Type of work (continued)
K-Class vessels S-Class vessels E-Class vessels Other vessels Total
US$'000 US$'000 US$'000 US$'000 US$'000
2022
Depreciation charged to cost of sales 5,044 5,829 12,575 119 23,567
Amortisation charged to cost of sales 2,472 839 2,302 - 5,613
Impairment charge/(reversal of impairment charge) (9,100) 4,631 (3,319) - (7,788)
2021
Depreciation charged to cost of sales 4,739 5,842 12,037 120 22,738
Amortisation charged to cost of sales 2,759 848 1,896 - 5,503
Reversal of impairment charge (4,852) - (10,107) - (14,959)
31 Presentation of adjusted non-GAAP results
The following table provides a reconciliation between the Group's adjusted
non-GAAP and statutory financial results:
Year ended 31 December 2022 Year ended 31 December 2021
Adjusted non-GAAP results Adjusting items Statutory total Adjusted non-GAAP results Adjusting items Statutory total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Revenue 133,157 - 133,157 115,127 - 115,127
Cost of sales
- Cost of sales before (51,230) - (51,230) (41,219) - (41,219)
depreciation,
amortisation and
impairment
- Depreciation and amortisation (29,181) - (29,181) (28,241) - (28,241)
Reversal of impairment/ - 7,788 7,788 - 14,959 14,959
(impairment loss)*
Gross profit 52,746 7,788 60,534 45,667 14,959 60,626
General and administrative
- Amortisation of IFRS 16, Leases (2,635) - (2,635) (2,410) - (2,410)
- Depreciation (128) - (128) (78) - (78)
- Other administrative costs (10,449) - (10,449) (9,784) - (9,784)
Operating profit 39,534 7,788 47,322 33,395 14,959 48,354
Finance income 11 - 11 9 - 9
Finance expense (20,137) - (20,137) (12,737) - (12,737)
Cost to acquire new bank facility** - (3,165) (3,165)
Fair value adjustment on - 1,439 1,439
recognition of new debt facility****
Other income 68 - 68 28 - 28
Foreign exchange loss, net (138) - (138) (1,002) - (1,002)
Profit before taxation 19,338 7,788 27,126 19,693 13,233 32,926
Taxation charge (1,724) - (1,724) (1,707) - (1,707)
Profit for the year 17,614 7,788 25,402 17,986 13,233 31,219
Profit attributable to:
Owners of the Company 17,538 7,788 25,326 17,768 13,233 31,001
Non-controlling interests 76 - 76 218 - 218
Gain per share (basic) 1.73 0.76 2.49 2.57 1.91 4.48
Gain per share (diluted) 1.71 0.76 2.47 2.55 1.91 4.46
Supplementary non
statutory information
Operating profit 39,534 7,788 47,322 33,395 14,959 48,354
Add: Depreciation and 31,944 - 31,944 30,729 - 30,729
amortisation
Adjusted EBITDA 71,478 7,788 79,266 64,124 14,959 79,083
* The reversal of impairment credit/impairment charge on certain vessels and
related assets have been added back to gross profit/(loss) to arrive at
adjusted gross profit for the year ended 31 December 2022 and 2021 (refer to
Note 5 for further details). Management has adjusted this due to the nature of
the transaction which it believes is not directly related to operations
management are able to influence. This measure provides additional information
on the core profitability of the Group.
** Costs incurred to arrange a new bank facility have been added back to loss
before taxation to arrive at adjusted profit/(loss) for the year ended 31
December 2021. Management has adjusted this due to both the nature of the
transaction and the incidence of these transactions occurring. Costs incurred
to arrange a new bank facility are not related to the profitability of the
Group which management are able to influence and are typically only incurred
when a refinance takes place. This measure provides additional information in
assessing the Group's total performance that management is more directly able
to influence and on a basis comparable from year to year. See KPI section on
page x for further details.
*** The fair value adjustment on recognition of the new loan has been added
back to profit/(loss) before taxation to arrive at adjusted loss for the year
ended 31 December 2021. The Group has adjusted this due to them being one off
in nature. This measure provides additional information in assessing the
Group's total performance that management is more directly able to influence
and on a basis comparable from year to year.
31 Presentation of adjusted non-GAAP results (continued)
Year ended 31 December 2022 Year ended 31 December 2021
Adjusted non-GAAP results Adjusting items Statutory total Adjusted non-GAAP results Adjusting items Statutory total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Cashflow reconciliation:
Profit for the year 17,614 7,788 25,402 17,986 13,233 31,219
Adjustments for:
(Reversal of impairment)/ (7,788) (7,788) - (14,959) (14,959)
impairment loss (Note 5)*
Cost to acquire new bank facility** - - - - 3,165 3,165
Fair value adjustment on - - - - (1,439) (1,439)
recognition of new debt facility***
Finance expenses 20,137 - 20,137 12,737 - 12,737
Other adjustments 35,276 - 35,276 32,576 - 32,576
(Note 37)
Cash flow from operating activities before movement in working capital 73,027 - 73,027 63,299 - 63,299
Change in trade and 5,610 - 5,610 (17,090) - (17,090)
other receivables
Change in trade and 5.005 - 5,005 (4,849) - (4,849)
other payables
Cash generated from 83,642 - 83,642 41,360 - 41,360
operations (Note 37)
Income tax paid (1,077) - (1,077) (849) - (849)
Net cash flows generated 82,565 - 82,565 40,511 - 40,511
from operating
activities
Net cash flows used in (6,304) - (6,304) (11,498) - (11,498)
investing activities
Payment of issue costs on bank borrowings (148) - (148) (450) (3,165) (3,615)
Other cash flows used in (72,109) - (72,109) (20,925) - (20,925)
financing activities
Net cash flows used in financing activities (72,257) - (72,257) (21,375) (3,165) (24,540)
Net change in cash and 4,004 - 4,004 7,638 (3,165) 4,473
cash equivalents
* The reversal of impairment credit/impairment charge on certain vessels and
related assets have been added back to Cash flow from operating activities
before movement in working capital for the year ended 31 December 2022 and
2021 (refer to Note 5 for further details).
** Costs incurred to arrange a new bank facility have been added back to Cash
flow from operating activities before movement in working capital for the year
ended 31 December 2021.
*** The fair value adjustment on recognition of the new loan has been added
back to Cash flow from operating activities before movement in working capital
for the year ended 31 December 2021.
32 Earnings per share
2022 2021
Profit for the purpose of basic and diluted earnings per share being profit 25,326 31,001
for the year attributable to Owners of the Company (US$'000)
Profit for the purpose of adjusted basic and diluted earnings per share 17,538 17,768
(US$'000) (Note 31)
Weighted average number of shares ('000) 1,016,415 691,661
Weighted average diluted number of shares in issue ('000) 1,024,124 695,753
Basic earnings per share (cents) 2.49 4.48
Diluted earnings per share (cents) 2.47 4.46
Adjusted earnings per share (cents) 1.73 2.57
Adjusted diluted earnings per share (cents) 1.71 2.55
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the Company (as disclosed in the statement of comprehensive
income) by the weighted average number of ordinary shares in issue during the
year.
Adjusted earnings per share is calculated on the same basis but uses the
profit for the purpose of basic earnings per share (shown above) adjusted by
adding back the non-operational items, which were recognised in the
consolidated statement of profit or loss and other comprehensive income. The
adjusted earnings per share is presented as the Directors consider it provides
an additional indication of the underlying performance of the Group.
Diluted earnings per share is calculated by dividing the profit attributable
to equity holders of the Company by the weighted average number of ordinary
shares in issue during the year, adjusted for the weighted average effect of
share-based payment charge outstanding during the year.
Adjusted diluted earnings per share is calculated on the same basis but uses
adjusted profit (Note 31) attributable to equity holders of the Company.
The following table shows a reconciliation between the basic and diluted
weighted average number of shares:
2022 2021
'000s '000s
Weighted average basic number of shares in issue 1,016,415 691,661
Weighted average effect of LTIP's 7,709 4,092
Weighted average diluted number of shares in issue 1,024,124 695,753
The warrants are anti-dilutive and therefore not included in the calculation
of weighted average number of dilutive shares.
33 Revenue
2022 2021
US$'000 US$'000
Charter hire 70,295 63,525
Lease income 44,543 38,824
Messing and accommodation 12,746 7,971
Manpower income 3,516 2,865
Mobilisation and demobilisation 1,281 1,077
Sundry income 776 865
133,157 115,127
Revenue recognised - over time 131,958 113,931
Revenue recognised - point in time 1,199 1,196
-
133,157 115,127
Included in mobilisation and demobilisation income is an amount of US$ 0.6
million (2021 US$ 0.1 million) that was included as deferred revenue at the
beginning of the financial year.
Lease income:
2022 2021
Maturity analysis:
Year 1 57,665 47,994
Year 2 36,696 21,306
Year 3 - 5 32,947 4,305
Onwards - -
127,308 73,605
Split between:
Current 57,665 47,994
Non - current 69,643 25,611
127,308 73,605
Further descriptions on the above types of revenue have been provided in Note
3.
34 Finance income
2022 2021
US$'000 US$'000
Bank interest 11 9
35 Finance expense
2022 2021
US$'000 US$'000
Interest on bank borrowings (Note 22) 17,231 17,545
Net loss on changes in fair value of embedded derivative for contract to issue 2,481 232
warrants
Gain on IRS reclassified to profit or loss 279 278
Net gain on changes in fair value of interest rate swap (Note 11) (1,078) (278)
Interest on finance leases (Note 7) 170 147
Cost to acquire new bank facility*(Note 22) - 3,165
Recognition of embedded derivative for contract to issue warrants (Note 11) - 926
Net gain on revision of debt facility (Note 22) - (6,332)
Derecognition of embedded derivative for contract to issue warrants (Note 11) - (1,890)
Other finance expenses 1,054 670
20,137 14,463
* Costs incurred to acquire new loan facility including arrangement, advisory
and legal fees.
36 Profit for the year
The profit for the year is stated after charging/(crediting):
2022 2021
US$'000 US$'000
Total staff costs (see below) 27,350 31,761
Depreciation of property and equipment (Note 5) 23,695 22,816
Amortisation of dry-docking expenditure (Note 6) 5,613 5,503
Depreciation of right-of-use assets (Note 7) 2,635 2,411
Movement in ECL provision during the year (Note 9) 1,921 62
Auditor's remuneration (see below) 787 1,141
Net foreign exchange loss 138 1,002
Other income* (68) (28)
Recovery of ECL provision (Note 9) (97) -
Expense relating to short term leases or leases of low value assets (Note 7) 965 525
(Reversal of impairment)/impairment loss (Note 5) (7,788) (14,959)
*Other income relates to sale of equipment and other sundry income.
The average number of full time equivalent employees (excluding non-executive
Directors) by geographic area was:
2022 2021
Number Number
Middle East and Northern Africa 539 499
Rest of the world 28 35
567 534
The total number of full time equivalent employees (including executive
Directors) as at 31 December 2022 was 594 (31 December 2021: 545). The number
of full time employees increased in the year due to an increase in offshore
headcount from the second half of the year.
36 Profit for the year (continued)
Their aggregate remuneration comprised:
2022 2021
US$'000 US$'000
Wages and salaries 26,845 31,039
End of service benefit (Note 20) 270 678
Share based payment charge 45 26
Employment taxes* 190 18
27,350 31,761
*Employment taxes include US $0.17 million (2021: US $ nil) in respect of
social security costs for our crew working in France.
The analysis of the auditor's remuneration is as follows:
2022 2021
US$'000 US$'000
Group audit fees 520 631
Subsidiary audit fees 100 62
Total audit fees 620 693
Audit-related assurance services - interim review 167 240
Audit-related assurance services - equity raise review - 170
Total fees 787 1,103
37 Notes to the consolidated statement of cash flows
2022 2021
US$'000 US$'000
Operating activities
Profit for the year 25,402 31,219
Adjustments for:
Depreciation of property and equipment (Note 5) 23,695 22,816
Finance expenses (Note 35) 20,137 14,463
Amortisation of dry-docking expenditure (Note 6) 5,613 5,503
Depreciation of right-of-use assets (Note 7) 2,635 2,411
Income tax expense (Note 8) 1,724 1,707
Movement in ECL provision during the year (Note 9) 1,921 62
End of service benefits charge (Note 20) 270 678
Impairment loss (Note 5) 13,192 -
Reversal of impairment (Note 5) (20,980) (14,959)
End of service benefits paid (Note 20) (452) (546)
Recovery of ECL provision (Note 9) (96) -
Share-based payment charge (Note 16) 45 (18)
Interest income (Note 34) (11) (9)
Other income (68) (28)
Cash flow from operating activities before movement in working capital 73,027 63,299
Decrease/(increase) in Trade and other receivables* 5,610 (17,090)
Increase/(decrease) in Trade and other payables** 5,005 (4,849)
Cash generated from operations 83,642 41,360
Taxation paid (1,077) (849)
Net cash generated from operating activities 82,565 40,511
*excludes the movement in allowance for ECL, Bad and doubtful debts,
prepayments and other non-cash items within other receivables
**excludes movement in non-cash accruals
37 Notes to consolidated statement of cash flows
(continued)
Changes in liabilities arising from financing activities
The table below details changes in the Group's liabilities arising from
financing activities, including both cash and non-cash changes. Liabilities
arising from financing activities are those for which cash flows were, or
future cash flows will be, classified in the Group's consolidated statement of
cash flows as cash flows from financing activities.
Bank borrowings
Derivatives Lease liabilities (Note 22)
(Note 11) (Note 23)
US$'000 US$'000 US$'000
At 1 January 2021 3,836 3,311 410,033
Financing cash flows
Bank borrowings received - - 2,000
Repayment of bank borrowings - - (30,983)
Principal elements of lease payments - (2,342) -
Settlement of derivatives (1,033) - -
Interest paid - (147) (12,737)
Total financing cashflows (1,033) (2,489) (41,720)
Non-cash changes:
Recognition of new lease liability additions - 1,955 -
Interest on leases (Note 35) - 147 -
Interest on bank borrowings (Note 35) - - 17,545
Gain on revision of debt facility (Note 35) - - (6,332)
Net gain on change in fair value of IRS (Notes 11,35) (278) - -
Loss on fair value changes on the embedded derivative (Note 11)
(732) - -
Total non cash changes (1,010) 2,102 11,213
At 31 December 2021 1,793 2,924 379,526
Financing cash flows
Repayment of bank borrowings - - (51,445)
Principal elements of lease payments - (2,524) -
Settlement of derivatives (384) - -
Interest paid - (170) (17,227)
Total financing cashflows (384) (2,694) (68,672)
Non-cash changes:
Recognition of new lease liability additions - 3,122 -
Interest on leases (Note 35) - 170 -
Interest on bank borrowings (Note 35) - - 17,231
Net gain on change in fair value of IRS (Note 11) (1,078) - -
Loss on fair value changes on the embedded derivative (Note 11)
2,481 - -
Total non cash changes 1,403 3,292 17,231
At 31 December 2022 2,812 3,522 328,085
38 Events after the reporting period
Administration of a customer
During January 2023, a customer of Gulf Marine Service (UK) Limited entered
administration. The Company has traded with this customer during the year and
the Group has ascertained that the impact of this administration is not going
to affect the ability of the Group to operate as a going concern. The Company
has recognized a provision for bad and doubtful debts of US $1.92 million.
Further details are disclosed in Note 9.
Issue of warrants
Under the terms of the Group's loan facility, the Group is required to issue
warrants to its lenders if GMS had not raised US$ 50.0 million of equity by 31
December 2022.
On 2 January 2023, as the US$ 50.0 million equity raise did not take place,
therefore 87,621,947 warrants were issued to the lenders. Based on the final
report prepared by a Calculation Agent, the warrants give right to their
holders to acquire 137,075,773 shares at an exercise price of 5.75 pence per
share for a total consideration of GBP £7.9 million. Warrant holders will
have the right to exercise their warrants up to the end of the term of the
loan facility, being 30 June 2025 (or earlier if a refinance takes place).
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR SELESDEDSELLRecent news on Gulf Marine Services
See all newsREG - Gulf Marine Services - Annual Report & Notice of AGM
AnnouncementREG - Gulf Marine Services - Final Results
AnnouncementREG - Gulf Marine Services - New Contract Announcement and Letter of Award
AnnouncementREG - Gulf Marine Services - Contract
AnnouncementREG - Gulf Marine Services - Revised Guidance
Announcement