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REG - Gulf Marine Services - Half-year Report

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RNS Number : 4930Y  Gulf Marine Services PLC  09 September 2025

 

 

09 September 2025

Gulf Marine Services PLC

('Gulf Marine Services', 'GMS', 'the Company' or 'the Group')

Announcement of Interim results for the six months period ended 30 June 2025

GMS, a leading provider of advanced self-propelled, self-elevating support
vessels serving the offshore oil, gas and renewables industries, is pleased to
announce its interim results for the six months period ended 30 June 2025 (H1
2025).

 

Overview

                        H1 2023  H1 2024  H1 2025  H1 2025 versus
                        US$ m    US$ m    US$ m    H1 2024 change
 Revenue                74.3     80.7     87.1     8%
 Adjusted EBITDA(1)     44.3     47.7     50.8     6%
 Net profit             8.7      7.4      3.9      -47%
 Net leverage ratio(1)  3.75:1   2.62:1   1.73:1   -34%
 Net bank debt(1)       294.3    238.5    179.4    -25%

H1 Financial and Operational Highlights:

 ·         The Group achieved revenue of US$ 87.1 million for the first half of 2025,
           reflecting an increase of 8% compared to US$ 80.7 million in H1 2024. The
           increase in revenue was attributed to improvements in fleet average day rates
           to US$35.1k (H1 2024: US$ 32.4k) as well as operating an additional leased
           vessel for two months. The increase was partially offset by a decrease in
           fleet average utilisation from 91% in H1 2024 to 87% in H1 2025. This decrease
           was largely attributed to planned maintenance and drydocking downtime,
           mobilisation to prepare the vessels for the next contracts and geopolitical
           instability in the Middle East.
 ·         Adjusted EBITDA grew by 6% to US$ 50.8 million (H1 2024: US$ 47.7 million)
           driven by the increase in revenue. Adjusted EBITDA margin is 58% (H1 2024:
           59%).
 ·         Net leverage ratio(1) on 30 June 2025 further improved to 1.73:1 (31 December
           2024: 2.0:1) driven by continued improvement in adjusted EBITDA and lower net
           bank debt(1). Net bank debt(1) lowered by US$ 21.8 million to US$ 179.4
           million (31 December 2024: US$ 201.2 million).
 ·         Finance expenses decreased by 34% to US$ 8.1 million (H1 2024: US$ 12.3
           million), driven by the reduction in gross debt and interest margin. The
           reduction of interest margin was due to the successful refinancing of the loan
           facility on 30 December 2024.
 ·         The Group's net profit for the first half of 2025 decreased by 47% to US$ 3.9
           million (H1 2024: US$ 7.4 million). This is due to higher tax expense,
           depreciation and amortisation offset by improvement in EBITDA, lower charges
           on finance costs and fair value of warrants. The increase in tax expenses is
           primarily due to the one-time impact of the tax ruling received, which was
           announced on 14 May 2025.
 ·         The basic earnings per share for the period decreased to US$ 0.35, as compared
           to US$ 0.68 in the first half of 2024. Further, the diluted earnings per share
           for the period decreased to US$ 0.34 compared to US$ 0.63 in the first half of
           2024.

( )

(1) This represents an Alternative Performance Measure (APM) as defined in the
Glossary which is included in Note 24 to the interim consolidated Financial
Statements.

 

Outlook:

 ·                     GMS expects 2025 adjusted EBITDA to reach USD 101‐109 million, an increase
                       from the previously forecasted EBITDA guidance of USD 100‐108 million.
 ·                     Despite some uncertainty regarding geopolitical issues and some increased
                       supply from new vessels entering the market in the coming months, we continue
                       to target an EBITDA in the range of US$ 105-115 million for 2026.
 ·                     Secured backlog was US$ 517.4 million on 30 June 2025 (30 June 2024: US$ 426.8
                       million), which reflects the additional contract awards announced over the
                       last 12 months, offset by the revenue recognised. This underscores the ongoing
                       strength in demand for our vessels across the various markets in which we
                       operate.
 ·                     Based on these results and current information we have on hand, the Company is
                       on track to declare shareholder rewards, in line with its shareholder
                       rewarding policy as announced on 01 August 2024.

 

Mansour Al Alami, Executive Chairman, GMS said:

"With leverage at a healthy level, we have strengthened the resilience and
agility of the Company, while fulfilling our commitment to generating
long-term value for our shareholders. Despite ongoing operational and market
challenges, including recent geopolitical tensions, we grew the business and
remain confident of stronger performance through the rest of the year. The
successful introduction of a new vessel further underscores our readiness to
capitalise on emerging market opportunities."

 

 Enquiries:

Gulf Marine Services PLC

 Mansour Al Alami           Tel: +44 (0)20 7603 1515

 Executive Chairman

 Alex Aclimandos

 Chief Financial Officer

 Celicourt Communications   Tel: +44 (0) 20 7770 6424

 Philip Dennis

 Mark Antelme

 Ali AlQahtani

Chairman's Review

Group performance

In the first half of 2025, the Group achieved an 8% increase in revenue,
despite decline in average fleet utilisation to 87%, impacted by scheduled
maintenance, drydocking, and the time needed to mobilise vessels for upcoming
contracts amid on-going geopolitical tensions in the Middle East. The fleet
average day rates improved across all vessel classes, and the Group started to
operate an additional leased vessel for two months that started a contract in
the Middle East in May 2025. The revenue growth contributed to improved
adjusted EBITDA of US$ 50.8 million, compared to US$ 47.7 million reported
in H1 2024.

Business Development

The contract awards during the period have a combined total charter period of
8.1 (H1 2024 14.3) years.

Capital structure and liquidity

 

The Group's focus is providing a balanced capital allocation, optimising
business opportunities and maximising shareholder value. The successful
refinancing on improved terms by end of 2024 reaffirms its ability to deliver
on these commitments.

 

The net leverage ratio was reduced to 1.73 times as of 30 June 2025, an
improvement from 2.0 times on 31 December 2024. This was driven by a reduction
in net bank debt to US$ 179.4 million (31 December 2024: US$ 201.2 million)
and improved trailing 12-month adjusted EBITDA. Interest margin decreased upon
the conclusion of refinancing before the end of 2024.

 

The Group has available working capital facility of US$ 23.4 million (31
December 2024: US$ 28.0 million).

 

Outlook

 

Our commitment to creating long-term value for shareholders is clear. GMS now
expects 2025 adjusted EBITDA in the range of USD 101‐109 million, up from
prior guidance of US$ 100-108 million. We are on track to deliver shareholder
returns through dividends and/or share buybacks.

 

 

Mansour Al Alami

Executive Chairman

08 September 2025

 

 

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 offshore energy industries from its offices in the United Arab
Emirates, Saudi Arabia, Qatar and the United Kingdom. The Group's assets are
capable of serving clients' requirements across the globe, including those in
the Middle East, Europe, South East Asia, West Africa, North and South
America, and the Gulf of Mexico.

 

The GMS fleet of 14 SESVs is amongst the youngest in the industry. The vessels
support GMS's clients in a broad range of offshore platform refurbishment and
maintenance activities, well intervention work, and offshore wind turbine
maintenance work (which are opex-led activities), as well as offshore 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.gmsplc.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.

Financial Review

                     H1 2023  H1 2024  H1 2025  H1 2025 versus
                     US$ m    US$ m    US$ m    H1 2024 change
 Revenue             74.3     80.7     87.1     8%
 Gross profit        34.8     38.8     35.9     -7%
 Adjusted EBITDA     44.3     47.7     50.8     6%
 Net profit          8.7      7.4      3.9      -47%
 Net leverage ratio  3.75:1   2.62:1   1.73:1   -34%
 Net bank debt       294.3    238.5    179.4    -25%

 

Revenue and segmental profit

 

The Group reported 8% increase in revenue, reaching US$ 87.1 million compared
to the previous period's US$ 80.7 million, driven by an increase in average
day rates for the period by 8% as well as operating an additional leased
vessel for two months. The increase is partially offset by a decrease in fleet
average utilisation from 91% in H1 2024 to 87% in H1 2025.

 

Average day rates across the fleet increased by 8% to US$ 35.1k compared to
the previous period's US$ 32.4k, with improvements across all vessel classes.

 

Average fleet utilisation decreased to 87% compared to H1 2024's 91%. Notably,
S-Class vessels achieved 96% (H1 2024: 86%) utilisation; however, it is not
enough to offset the decreases in other vessel classes impacted by scheduled
maintenance, drydocking, and the time needed to mobilise vessels for upcoming
contracts amid on-going geopolitical tensions in the Middle East.

 

The table below shows the contribution to revenue and segment gross profit
made by each vessel class during the period:

 

                  Revenue           Gross profit before adjustment for depreciation, amortisation and impairment

                                  charges
 (US$'000)

 Vessel class
                  H1 2025  H1 2024  H1 2025                                  H1 2024
 K-Class vessels  26,109   28,178   14,167                                   17,383
 S-Class vessels  22,755   18,947   16,973                                   12,951
 E-Class vessels  38,202   33,593   26,462                                   24,231
 Total            87,066   80,718   57,602                                   54,565

 

Cost of sales and general & administrative expenses

 

Cost of sales as a percentage of revenue increased to 59% (H1 2024: 52%).
Depreciation and amortisation charged to cost of sales increased to US$ 22.1
million (H1 2024: US$ 15.5 million) driven by new leases, additional capital
expenditure incurred during the current and prior period, and impact of
reversal of previously recognised impairments as at 31 December 2024.

 

Underlying general and administrative expenses(1) (which excludes depreciation
and amortisation) remains flat at 8% as a percentage of revenue.

 

(1)Represents general and administrative costs excluding depreciation,
amortisation and other exceptional costs. A reconciliation of this measure is
provided in Note 5 to the condensed consolidated interim financial statements

 

Finance expenses

Finance expenses decreased by 34% to US$ 8.1 million (H1 2024: US$ 12.3
million), driven by the reduction in gross debt and interest margin. The
reduction of interest margin was due to the successful refinancing of the loan
facility on 30 December 2024.

 

Warrants

Ordinary shares issued during the period was 82.2 million (H1 2024: 53.5
million) resulting from the exercise of warrants. On 30 June 2025, the
outstanding 846,550 warrants were not exercised and have now expired.

 

For further details, please refer to the derivative financial instruments
disclosure in Note 18 to the condensed consolidated interim financial
statements.

 

Tax expenses

 

Tax expense increased to US$ 12.9 million (H1 2024: US$ 2.5 million) primarily
due to provisions recorded by the Group with respect to its operations in
certain jurisdictions as well as related to one-time impact of the tax ruling
received, as announced on 14 May 2025.

 

Earnings

 

Net profit for the period decreased by 47% to US$ 3.9 million compared to US$
7.4 million reported in H1 2024. Mainly driven by the higher tax charges and
cost of sales (as explained above), offsetting the growth in revenue and
reductions in finance costs and impact of change in the fair value of
derivative.

 

Cash flow and liquidity

 

The Group generated operating cash flows of US$ 41.2 million (H1 2023: US$
45.6 million) during the period, spent US$ 53.3 million (H1 2024: US$ 40.6
million) on its financing activities while the net cash outflow from investing
activities increased to US$ 12.9 million (H1 2024: US$ 6.3 million).

 

Total repayments on bank borrowings increased to US$ 46.8 million (H1 2024:
US$ 30.0 million). Other major outflows in investing activities are related
interest payments on bank borrowings, which reduced to US$ 7.3 million (H1
2024: US$ 12.0 million) and lease payments of US$ 5.3 million (H1 2024: US$
2.3 million). During the period, the amount received from warrants exercised
is US$ 6.1 million (H1 2024: US$ 3.9 million).

 

A suitable spending on capital expenditures to maintain the fleet to a level
that ensures safe operations and meet client requirements increased to US$
12.9 million (H1 2024: US$ 6.3 million), after the net movement of the related
accruals. The Group was able to ramp-up its spending during the period as the
new bank facility provides more flexibility on capital allocations.

 

The Group has available working capital facility of US$ 23.4 million (31
December 2024: US$ 28.0 million).

 

Balance sheet

Total non-current assets at 30 June 2025 increased to US$ 611.0 million (31
December 2024: US$ 608.3 million), primarily due to new leases that brought
right-of-use assets to increase to US$ 8.9 million (31 December 2024:
      US$ 4.2 million) as well as capital expenditures of US$ 15.3
million (H1 2024: US$ 6.4 million). Depreciation charge for the period
amounted to US$ 22.4 million (H1 2024: US$ 17.9 million).

 

Total current assets at 30 June 2025 decreased to US$ 59.0 million (31
December 2024: US$ 74.8 million). Cash and cash equivalents decreased to US$
15.0 million (31 December 2024: US$ 40.0 million) mainly due to higher
payments of bank borrowings and capital expenditures. Further, accrued revenue
increased to US$ 12.3 million (31 December 2024: US$ 4.2 million).

 

 

The total liabilities decreased to US$ 263.4 million (31 December 2024: US$
300.4 million), mainly due to reduction in bank borrowings amounting to US$
46.3 million and a decrease in the derivative financial instruments by US$ 9.2
million as a result of exercise and expiration of the remaining warrants.
These decreases were offset by the increases in trade and other payables by
US$ 9.0 million as well as lease liabilities by US$ 4.8 million and tax
liabilities by US$ 4.9 million.

 

Total equity increased to US$ 406.6 million (31 December 2024: US$ 382.7
million). The exercise of warrants resulted in issuance of 82.2 million
ordinary shares and the release of warrants liability into equity. This
resulted in the increase in share capital and share premium by US$ 19.4
million. Further, the profit during the period is US$ 3.9 million (H1 2024:
US$ 7.4 million).

Net Bank Debt and Borrowings

In December 2024, the Group concluded the refinancing of a US$ 300.0 million
facility (US$ 250.0 million term loan to be paid over five years and US$ 50.0
million working capital facility) denominated in United Arab Emirates Dirhams
(AED). The refinancing was secured at a more favourable interest margin and
terms compared to the previous debt facility.

 

Net bank debt reduced to US$ 179.4 million (31 December 2024: US$ 201.2
million).

 

Subsequent to the reporting period, the Group entered into agreements with
certain members of its banking syndicate to hedge its exposure against
movement in the exchange rate between US$ and AED.

 

 

Going concern

 

Over the years, the Group was able to reduce the net leverage ratio to 1.73
times as at 30 June 2025 (from as high as 8.06 times as at 31 December 2020),
which strengthens its agility and resilience.

 

The Group's forecasts indicate that it will have sufficient liquidity to meet
its obligations for at least the next 12 months. Accordingly, the condensed
consolidated interim financial statements of the Group for the current period
have been prepared on the Going Concern basis. For further details please
refer the going concern disclosure in Note 2 to the condensed consolidated
interim financial statements.

 

Related party transactions

Total related party transactions amounted to US$ 29k (H1 2024: US$ 682k) with
affiliates of MZI Holding Limited, the Group's largest shareholder (22.71%).

All related party transactions disclosed herein have been conducted at arm's
length and entered into after a competitive bidding process. This process
ensures that the terms and conditions of such transactions are fair,
reasonable, and comparable to those that would be available in similar
transactions with unrelated third parties.

 

Risks and uncertainties

 

Several risks and uncertainties could significantly influence the Group's
performance for the rest of 2025. The Directors believe that the principal
risks and uncertainties have remained consistent since the release of the
Annual Report for the year ended 31 December 2024. For a comprehensive
analysis of these risks and the Group's mitigation strategies, please refer to
pages 24 to 30 of the 2024 Annual Report, available at www.gmsplc.com
(http://www.gmsplc.com) .

-

 ·                         Utilisation levels might decline due to several key factors: dependent on few
                           major customers; cyclical nature of industry; more tonnage is anticipated to
                           be available in the market this year and in 2026; risk of obsolescence of our
                           K-Class vessels due to large number of new builds currently under
                           construction; and increased standard specifications required by customers
                           which could necessitate costly upgrades to remain compliant.
 ·                         National Oil Companies (NOCs) in the Middle East have local content
                           requirements in their tender processes, favouring  suppliers that enhance
                           local investment and spending. This could prevent GMS from securing new
                           contracts or result in financial losses and reduced profit margins on existing
                           contracts, ultimately impacting operating cash flows and net profitability.
 ·                         Geo-political events may disrupt safe operations of vessels due to restricted
                           crew travel. A serious environmental or safety incident involving our
                           employees, visitors, or contractors could severely impact both our commercial
                           interests and our reputation. Inadequate preparation for critical situations,
                           including sudden equipment failure, the inability to meet client requirements
                           and unpredictable weather events, could negatively impact the business.
                           Insufficient insurance coverage may lead to significant financial loss.
 ·                         Exposure to short-term liquidity management risks due to mismatch between cash
                           inflows and outflows, delinquency or slow paying clients and unexpected
                           expenses. All bank covenants are closely monitored due to the Group's
                           performance being very sensitive to many internal and external factors such as
                           utilisation, operational downtime, interest rates and other variables. Breach
                           of covenant will trigger an event of default that would give lenders the right
                           to accelerate loan repayments and ultimately exercise security over the
                           Group's assets.
 ·                         Attracting, retaining, recruiting and developing a skilled workforce. Losing
                           skills or failing to attract new talent to the business has the potential to
                           undermine performance.
 ·                         Political instability in the regions in which Group operates may adversely
                           impact its operations. As the majority of crew for certain key positions come
                           from Eastern Europe and Southeast Asia, political instability may hamper the
                           recruitment, retention and deployment of personnel. High interest rate and
                           inflation will have an impact on the Group's liquidity and profitability.
 ·                         Failure to comply with anti-bribery and corruption regulations could damage
                           stakeholder relationships and result in significant reputational and financial
                           harm. The Group is operating in various jurisdictions, so it is governed by a
                           complex web of international conventions, as well as federal and local laws,
                           regulations, and guidelines related to health, safety, and environmental
                           protection. Compliance with these increasingly stringent requirements is
                           becoming more costly and complex. Failure to identify and adhere to all
                           applicable laws and regulations across various jurisdictions could result in
                           regulatory investigations. Failure to provide timely and accurate financial
                           reports and information to the market, as required by regulators, or to comply
                           with tax regulations (including transfer pricing requirements) in the
                           countries where the Group operates, could result in significant administrative
                           and financial penalties.
 ·                         Phishing attempts result in inappropriate transactions, data leakage and
                           financial loss. The Group is at risk of loss and reputational damage through
                           financial cyber-crime.
 ·                         Climate change presents both transition and physical risks to the Group.
                           Transition risks include the global shift toward decarbonisation, which may
                           alter investor sentiment making new investors harder to find. Physical risks
                           involve rising temperatures affecting working hours and rising sea levels
                           impacting operations. New legislation could require us to increase reporting
                           and possibly substitute our products and vessels for greener alternatives.

 

RESPONSIBILITY STATEMENT

 

Financial information for the period ended 30 June 2025.

 

We confirm to the best of our knowledge:

 a)                                the condensed set of financial statements, which has been prepared in
                                   accordance with the applicable set of accounting standards, gives a true and
                                   fair view of the assets, liabilities, financial position and profit or loss of
                                   Gulf Marine Services plc and its undertakings, included in the consolidation
                                   as a whole as required by DTR 4.2.4R;

 b)                                the interim management report includes a fair review of the information
                                   required by DTR 4.2.7R; and

 c)                                the interim management report includes a fair review of the information
                                   required by DTR 4.2.8R.

 

 

By order of the Board

 

 

 Mansour Al Alami     Alex Aclimandos

 Executive Chairman   Chief Financial Officer

 08 September 2025

                      08 September 2025

 

 

 

Independent Review Report to Gulf Marine Services PLC ("the Entity")

Conclusion

We have been engaged by the Entity to review the Entity's condensed set of
consolidated financial statements in the half-yearly financial report for the
six months ended 30 June 2025 which comprises the condensed consolidated
statement of comprehensive income, the condensed consolidated statement of
financial position, the condensed consolidated statement of changes in equity,
the condensed consolidated statement of cash flows, a summary of material
accounting policies and other explanatory notes.

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of consolidated financial statements in the
half-yearly financial report for the six months ended 30 June 2025 is not
prepared, in all material respects in accordance with International Accounting
Standard 34 Interim Financial Reporting ("IAS 34") as contained in the UK
adopted International Accounting Standards  and the Disclosure Guidance and
Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the
UK FCA").

Basis for conclusion

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity ("ISRE (UK) 2410") issued for use in the UK.
A review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.

We read the other information contained in the half-yearly financial report to
identify material inconsistencies with the information in the condensed set of
consolidated financial statements and to identify any information that is
apparently materially incorrect based on, or materially inconsistent with, the
knowledge acquired by us in the course of performing the review. If we become
aware of any apparent material misstatements or inconsistencies we consider
the implications for our report.

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention that causes us to believe that the directors
have inappropriately adopted the going concern basis of accounting, or that
the directors have identified material uncertainties relating to going concern
that have not been appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410. However, future events or conditions may cause the Entity to
cease to continue as a going concern, and the above conclusions are not a
guarantee that the Entity will continue in operation.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the DTR of the UK FCA.

The directors are responsible for preparing the condensed set of consolidated
financial statements included in the half-yearly financial report in
accordance with IAS 34 as adopted for use in the UK.

As disclosed in note 1, the annual financial statements of the Entity for the
year ended 31 December 2024 are prepared in accordance with UK-adopted
international accounting standards.

In preparing the condensed set of consolidated financial statements, the
directors are responsible for assessing the Entity's ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors either intend
to liquidate the Entity or to cease operations, or have no realistic
alternative but to do so.

Our responsibility

Our responsibility is to express to the Entity a conclusion on the condensed
set of consolidated financial statements in the half-yearly financial report
based on our review.

Our conclusion, including our conclusions relating to going concern, are based
on procedures that are less extensive than audit procedures, as described in
the Basis for conclusion section of this report.

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the Entity in accordance with the terms of our
engagement to assist the Entity in meeting the requirements of the DTR of the
UK FCA. Our review has been undertaken so that we might state to the Entity
those matters we are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Entity for our review work, for this
report, or for the conclusions we have reached.

 

KPMG
8 September 2025

Chartered Accountants

1 Harbourmaster place,

IFSC,

Dublin 1,

Ireland.

 

 

GULF MARINE SERVICES PLC

Condensed Consolidated Statement of Comprehensive Income

for the period ended 30 June 2025

 

                                                                                        Six months period ended 30 June

                                                                                        2025                      2024
                                                                                        US$'000                   US$'000
                                                                                 Notes  (Unaudited)               (Unaudited)

 Revenue                                                                         4,8    87,066                    80,718
 Cost of sales                                                                          (51,548)                  (41,667)
 Expected credit losses - net of recoveries                                      4      343                       (211)

 Gross profit                                                                           35,861                    38,840

 General and administrative expenses                                                    (7,465)                   (9,043)

 Operating profit                                                                       28,396                    29,797

 Other income                                                                           1,423                     10
 Finance income                                                                         7                         83
 Finance expenses                                                                9      (8,077)                   (12,300)
 Impact of change in fair value of derivative                                    18     (4,152)                   (7,460)
 Foreign exchange loss, net                                                             (795)                     (263)

 Profit for the period before taxation                                                  16,802                    9,867

 Taxation charge for the period                                                  6      (12,857)                  (2,499)

 Profit for the period                                                                  3,945                     7,368

 Other comprehensive income - items that may be reclassified to profit or loss:

 Exchange differences on translating foreign operations                                 472                       (44)

 Total comprehensive income for the period                                              4,417                     7,324

 Profit attributable to:
 Owners of the Company                                                                  3,849                     7,023
 Non-controlling interest                                                               96                        345

                                                                                        3,945                     7,368
 Total comprehensive income attributable to:
 Owners of the Company                                                                  4,321                     6,979
 Non-controlling interest                                                               96                        345

                                                                                        4,417                     7,324

 Earnings per share
 Basic (cents per share)                                                         7      0.35                      0.68

 Diluted (cents per share)                                                       7      0.34                      0.63

 

All results are derived from continuing operations in each period. There are
no discontinued operations in either period.

 

The accompanying notes form an integral part of these condensed consolidated
interim financial statements.

 

 

GULF MARINE SERVICES PLC

Condensed Consolidated Statement of Financial Position

as at 30 June 2025

                                                                   30 June        31 December
                                                                   2025           2024
                                                                   US$'000        US$'000
                                                            Notes  (Unaudited)    (Audited)
 ASSETS

 Non-current assets
 Property and equipment                                     10     587,451        592,233
 Dry docking expenditure                                    11     14,679         11,867
 Right-of-use assets                                        12     8,900          4,225

 Total non-current assets                                          611,030        608,325

 Current assets
 Trade receivables                                          13     24,119         25,575
 Prepayments, advances and other receivables                14     19,891         9,229
 Cash and cash equivalents                                         14,964         40,007

 Total current assets                                              58,974         74,811

 Total assets                                                      670,004        683,136

 EQUITY AND LIABILITIES
 Capital and reserves
 Share capital - Ordinary                                   15     33,584         31,472
 Capital redemption reserve                                 16     46,445         46,445
 Share premium account                                      18     129,299        111,995
 Group restructuring reserve                                       (49,710)       (49,710)
 Restricted reserve                                                272            272
 Capital contribution                                              9,177          9,177
 Translation reserve                                               (2,160)        (2,632)
 Share based payment reserve                                21     88             -
 Retained earnings                                                 236,528        232,679

 Attributable to the Owners of the Company                         403,523        379,698
 Non-controlling interest                                          3,094          2,998

 Total equity                                                      406,617        382,696

 Current liabilities
 Trade and other payables                                          46,825         37,795
 Current tax liability                                             15,360         10,430
 Bank borrowings - scheduled repayments within one year     17     27,652         39,597
 Lease liabilities                                          12     8,685          3,503
 Derivative financial instruments                           18     -              9,192

 Total current liabilities                                         98,522         100,517

 Non-current liabilities
 Provision for employees' end of service benefits                  2,374          2,640
 Bank borrowings - scheduled repayments more than one year  17     162,055        196,425
 Lease liabilities                                          12     436            858

 Total non-current liabilities                                     164,865        199,923

 Total liabilities                                                 263,387        300,440

 Total equity and liabilities                                      670,004        683,136

 

The accompanying notes form an integral part of these condensed consolidated
interim financial statements.

 

 

GULF MARINE SERVICES PLC

Condensed Consolidated Statement of Changes in Equity

for the period ended 30 June 2025

                                                Share capital - Ordinary                       Share premium account  Group restructuring reserve               Share based payment reserve  Capital contribution  Translation                Attributable to the owners of the Company                                        Total

                                                                          Capital redemption                                                                                                                       Reserve                                                               Non-      controlling interest        equity

                                                                          Reserve                                                                  Restricted                                                                   Retained

                                                                                                                                                   reserve                                                                      earnings
                                                US$'000                   US$'000              US$'000                US$'000                      US$'000      US$'0-00                     US$'000               US$'000      US$'000       US$'000                                    US$'000                               US$'000

 As at 1 January 2025                           31,472                    46,445               111,995                (49,710)                     272          -                            9,177                 (2,632)      232,679       379,698                                    2,998                                 382,696

 Profit for the period                          -                         -                    -                      -                            -            -                            -                     -            3,849         3,849                                      96                                    3,945
 Other comprehensive income for the period
 Exchange differences on foreign operations     -                         -                    -                      -                            -            -                            -                     472          -             472                                        -                                     472
 Total comprehensive income for the period      -                         -                    -                      -                            -            -                            -                     472          3,849         4,321                                      96                                    4,417
 Transactions with owners of the Company
 Issue of share capital

                                                2,112                     -                    17,304*                -                            -            -                            -                     -            -             19,416                                     -                                     19,416
 Share based payment charge                     -                         -                    -                      -                            -            88                           -                     -            -             88                                         -                                     88
 Total transactions with owners of the Company  2,112                     -                    17,304                 -                            -            88                           -                     -            -             19,504                                     -                                     19,504
 As at 30 June 2025                             33,584                    46,445               129,299                (49,710)                     272          88                           9,177                 (2,160)      236,528       403,523                                    3,094                                 406,617

 As at 1 January 2024                           30,117                    46,445               99,105                 (49,710)                     272          -                            9,177                 (2,542)      194,703       327,567                                    2,714                                 330,281

 Profit for the period                          -                         -                    -                      -                            -            -                            -                     -            7,023         7,023                                      345                                   7,368
 Other comprehensive income for the period
 Exchange differences on foreign operations     -                         -                    -                      -                            -            -                            -                     (44)         -             (44)                                       -                                     (44)
 Total comprehensive income for the period      -                         -                    -                      -                            -            -                            -                     (44)         7,023         6,979                                      345                                   7,324
 Transactions with owners of the Company
 Issue of share capital

                                                1,355                     -                    12,973**               -                            -            -                            -                     -            -             14,328                                     -                                     14,328
 Share issuance cost                            -                         -                    (83)                   -                            -            -                            -                     -            -             (83)                                       -                                     (83)
 Total transactions with owners of the Company  1,355                     -                    12,890                 -                            -            -                            -                     -            -             14,245                                     -                                     14,245
 As at 30 June 2024                             31,472                    46,445               111,995                (49,710)                     272          -                            9,177                 (2,586)      201,726       348,791                                    3,059                                 351,850

 

* Addition to share premium amount reflects cash proceeds US$ 4.0m and release
of warrants liability of US$ 13.3m upon exercise of warrants.

**Addition to share premium amount reflects cash proceeds US$ 2.5m and release
of warrants liability of US$ 10.4m upon exercise of warrants.

 

The accompanying notes form an integral part of these condensed consolidated
interim financial statements.

GULF MARINE SERVICES PLC

Condensed Consolidated Statement of Cash Flows

for the period ended 30 June 2025

                                                                                    Six-month period ended 30 June
                                                                         2025                           2024
                                                                         US$'000                       US$'000
                                                                         (Unaudited)                   (Unaudited)

 Profit for the period                                                   3,945                         7,368
 Adjustments for:
 Depreciation of property and equipment (Note 10)                        13,632                        13,018
 Amortisation of dry-docking expenditure (Note 11)                       3,679                         2,568
 Depreciation of right-of-use asset                                      5,068                         2,268
 Amortisation of borrowing cost                                          513                           -
 Income tax expense (Note 6)                                             12,857                        2,499
 End of service benefits charge                                          440                           228
 Movement in ECL provision during the period                             (343)                         211
 Share based payment charge                                              88                            -
 Finance income                                                          (7)                           (83)
 Finance expenses (Note 9)                                               7,564                         12,300
 Impact of change in fair value of warrant (Note 18)                     4,152                         7,460
 Other income                                                            (1,423)                       (10)

 Cash flow from operating activities before movement in working capital  50,165                        47,827
 Changes in trade receivables                                            1,799                         (7)
 Changes in prepayments, advances and other receivables                  (10,176)                      (3,926)
 Changes in trade and other payables                                     7,160                         3,298

 Cash generated from operations                                          48,948                        47,192
 Taxation paid                                                           (7,051)                       (1,358)
 End of service benefits paid                                            (706)                         (216)
 Net cash generated from operating activities                            41,191                        45,618

 Investing activities
 Payments for additions of property and equipment                        (7,366)                       (1,236)
 Dry docking expenditure paid                                            (5,572)                       (5,115)
 Interest received                                                       7                             83
 Net cash used in investing activities                                   (12,931)                      (6,268)
 Financing activities
 Repayment of bank borrowings                                            (46,828)                      (30,000)
 Principal elements of lease payments                                    (4,983)                       (2,090)
 Proceeds from issue of share capital on exercise of warrants            6,072                         3,897
 Share issuance cost                                                     -                             (83)
 Interest paid on bank borrowings                                        (7,264)                       (12,048)
 Interest paid on leases                                                 (300)                         (252)
 Net cash used in financing activities                                   (53,303)                      (40,576)

 Net decrease in cash and cash equivalents                               (25,043)                      (1,226)
 Cash and cash equivalents at the beginning of the period                40,007                        8,666
 Cash and cash equivalents at the end of the period                      14,964                        7,440

 

The accompanying notes form an integral part of these condensed consolidated
interim financial statements.

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025

 

1              Corporate information

 

Gulf Marine Services PLC ("GMS" or the "Company") is a Company which is
registered and was incorporated in England and Wales on 24 January 2014. The
Company is a public limited liability company with operations mainly in the
Gulf Cooperation Council (GCC) and Europe. The address of the registered
office of the Company is 107 Hammersmith Road, London, 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 Group is engaged in providing self-propelled, self-elevating support
vessels (SESVs) that present 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 GCC and other
regions.

 

The condensed consolidated interim financial statements of the Group for the
six-month period ended 30 June 2025 were authorised for issue on 08 September
2025. The condensed consolidated interim financial statements do not comprise
statutory accounts within the meaning of Section 434 of the Companies Act
2006. The condensed consolidated interim financial statements have been
reviewed, not audited.

 

The Group issued statutory consolidated financial statements for the year
ended 31 December 2024, which were prepared in accordance with UK adopted
International Accounting Standards in conformity with requirements of the
Companies Act 2006. Those consolidated financial statements were approved by
the Board of Directors on 08 April 2025. The report of the auditor on those
consolidated financial statements did not contain any statement under section
498(2) or 498(3) of the Companies Act 2006. A copy of the statutory
consolidated financial statements for year ended 31 December 2024 has been
delivered to the Registrar of Companies.

 

During the period, the Group has issued ordinary shares on March and June 2025
(refer to Note 15 and 18 for further details).

 

2              Material accounting policies

The accounting policies and methods of computation adopted in the preparation
of these condensed consolidated interim financial statements are consistent
with those followed in the preparation of the Group's annual consolidated
financial statements for the year ended 31 December 2024 as disclosed in the
Annual Report, except for the adoption of new standards and interpretations
effective as of 01 January 2025, which are described in more details below.

 

The condensed consolidated interim financial statements have been prepared on
the historical cost basis, except for derivative 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.

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

2              Material accounting policies (continued)

Basis of preparation

The annual consolidated financial statements of the Group will be prepared in
accordance with UK adopted International Accounting Standards in conformity
with requirements of the Companies Act 2006. The interim set of condensed
consolidated financial statements included in this half-yearly financial
report has been prepared in accordance with the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority and with International
Accounting Standard (IAS) 34 Interim Financial Reporting as adopted by the
United Kingdom.

 

The condensed consolidated interim financial statements do not include all the
information required for full annual consolidated financial statements and
should be read in conjunction with the Group's audited consolidated financial
statements for the year ended 31 December 2024. In addition, results for the
six-month period ended 30 June 2025 are not necessarily indicative of the
results that may be expected for the financial year ending 31 December 2025.
The condensed consolidated statement of comprehensive income for the six-month
period ended 30 June 2025 is not affected significantly by seasonality of
results.

 

Going concern

As at 30 June 2025, the Group was in a net current liability position of US$
39.5 million (31 December 2024: US$ 25.7 million). Despite this, the Group
closely monitors its liquidity position and expects to meet its short-term
obligations as they fall due.

 

The Group has a loan facility of a US$ 300.0 million (AED 1,101.5 million)
comprising a US$ 250.0 million

(AED 924.0 million) term loan amortised over five years and a US$ 50.0 million
(AED 177.5 million) working capital facility, denominated in United Arab
Emirates Dirhams (AED). The working capital facility includes a cash
commitment of US$ 20.0 million (31 December 2024: US$ 20.0 million), but if no
cash is drawn, the full facility remains available for performance bonds and
guarantees. The working capital facility expires alongside the main debt
facility in December 2029.

 

The Group closely monitors its liquidity and is expected to meet its
short-term obligations over the next twelve months. During the period, the
Group made a loan repayment of US$ 46.8 million (AED 173.7 million). The loan
repayment was made after taking into account the forecast cash flows in the
second half of 2025.

 

The Group's forecasts indicate that it will have sufficient liquidity to meet
its obligations for at least 12 months from the date of approval of these
condensed consolidated interim financial statements. Accordingly, these
condensed consolidated interim financial statements for the period ended 30
June 2025 have been prepared on a going concern basis.

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

2              Material accounting policies (continued)

 

New and amended standards adopted by the Group

The following new and revised IFRSs have been adopted in these condensed
consolidated interim financial statements.

 New accounting standards or amendments                              Effective date
 -                     Amendments to IAS 21 Lack of Exchangeability  1 January 2025

The application of these new and revised IFRSs has not had any material impact
on the amounts reported for the current and prior periods and did not require
any retrospective adjustments but may affect the accounting for future
transactions or arrangements. The full revised accounting policies applicable
from 1 January 2025 will be provided in the Group's annual consolidated
financial statements for the year ending 31 December 2025.

At the date of the condensed consolidated interim financial statements, the
following other standards, amendments and Interpretations have not been
effective and have not been early adopted by the Group:

 

 New accounting standards or amendments                                                              Effective date
 -                     Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of  1 January 2026
                       financial instruments and power purchase arrangements
 -                     Annual Improvements to IFRS Accounting Standards - Volume 11                  1 January 2026
 -                     IFRS 18 Presentation and Disclosures in Financial Statements                  1 January 2027

                       IFRS 18 will replace IAS 1 for reporting periods commencing on or after 1
                       January 2027. The following key changes will apply;

                       1. All income and expenses in the statement of profit or loss will be
                       presented under five categories, namely operating, investing, financing,
                       discontinued operations and income tax categories.

                       2. Operating profit will be defined as a residual capturing all income and
                       expenses not classified as investing or financing items.

                       3. The operating profit line will be the start of the cash flow statement.

                       4. Additional disclosures will be included in the accounts on management
                       defined performance measures.

                       5. Enhanced guidance is provided on how to group items in the primary
                       financial statements and the notes.

                       The Group is still assessing the impact of the new standard with respect to
                       the structure of the income statement and how information is grouped in the
                       financial statements including items labelled as other.
 -                     IFRS 19 Subsidiaries without Public Accountability: Disclosures               1 January 2027
 -                     Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an    Available for optional adoption / effective date deferred indefinitely
                       Investor and its Associate or Joint Venture

--

Management anticipates that these new standards, interpretations and
amendments will be adopted in the Group's condensed consolidated interim
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 condensed consolidated interim financial statements of
the Group before the period of initial application.

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

3              Key sources of Estimation Uncertainty and Critical
Accounting Judgements

In preparing these condensed consolidated interim financial statements,
management has made judgements and estimates that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty include the
impairment and reversal of previous impairment of property and equipment, fair
valuation of warrants and impairment of financial assets as described in the
last annual consolidated financial statements.

The critical accounting judgment relating to a subsidiary of the Group that
received a tax assessment from the Saudi tax authorities (ZATCA) regarding the
transfer pricing of our inter-group bareboat agreement is removed because a
final assessment has been made and amount settled in May 2025 - refer note 6.

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

4              Segment reporting

The segment information provided to the chief operating decision makers for
the operating and reportable segments for the period include the following:

                                                                            Gross profit before adjustments for depreciation, amortisation and impairment

                           charges

                                                Revenue
                                                6 months ended 30 June      6 months ended 30 June
                                                2025          2024          2025                                     2024
                                                US$'000       US$'000       US$'000                                  US$'000

 K-Class vessels                                26,109        28,178        14,167                                   17,383
 S-Class vessels                                22,755        18,947        16,973                                   12,951
 E-Class vessels                                38,202        33,593        26,462                                   24,231
                                                _______       _______       _______                                  _______

 Total revenue                                  87,066        80,718        57,602                                   54,565

                                                _______       _______       _______                                  _______
 Less:
 Depreciation charged to cost of sales                                      (18,404)                                 (12,946)
 Amortisation charged to cost of sales                                      (3,680)                                  (2,568)
 Expected credit losses - net of recoveries                                 343                                      (211)
                                                                            _______                                  _______
 Gross profit                                                               35,861                                   38,840
                                                                            _______                                  _______
 General and administrative expenses                                        (7,465)                                  (9,043)
 Other income                                                               1,423                                    10
 Finance income                                                             7                                        83
 Finance expense (refer Note 9)                                             (8,077)                                  (12,300)
 Impact of change in fair value of derivatives                              (4,152)                                  (7,460)
 Foreign exchange loss, net                                                 (795)                                    (263)
                                                                            _______                                  _______

 Profit before taxation                                                     16,802                                   9,867

 

Segment revenue reported above represents revenue generated from external
customers. There were no inter-segment sales in either of the periods. Segment
assets and liabilities, including depreciation, amortisation and additions to
non-current assets, are not reported to the chief operating decision maker on
a segmental basis and, therefore, are not disclosed.

 

 

 

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

5              Presentation of non-GAAP results

 

The following table provides a reconciliation between the statutory and
non-statutory financial results:

                                                                               Period ended 30 June 2025                                    Period ended 30 June 2024
                                                                               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                                                                       87,066                     -                87,066           80,718                     -                80,718
 Cost of sales
 - Vessel operating expenses before depreciation, amortisation and impairment  (29,464)                   -                (29,464)         (26,153)                   -                (26,153)
 - Depreciation and amortisation                                               (22,084)                   -                (22,084)         (15,514)                   -                (15,514)
 Expected credit losses                                                        343                        -                343              (211)                      -                (211)
 Gross profit                                                                  35,861                     -                35,861           38,840                     -                38,840

 General and administrative
 - Amortisation                                                                (250)                      -                (250)            (2,268)                    -                (2,268)
 - Depreciation                                                                (45)                       -                (45)             (72)                       -                (72)
 - Other administrative costs                                                  (7,170)                    -                (7,170)          (6,703)                    -                (6,703)
 Operating profit                                                              28,396                     -                28,396           29,797                     -                29,797

 Other income*                                                                 14                         1,409*           1,423            10                         -                10
 Finance income                                                                7                          -                7                83                         -                83
 Finance expense                                                               (8,077)                    -                (8,077)          (12,300)                   -                (12,300)
 Impact of change in fair value of warrants                                    (4,152)                    -                (4,152)          (7,460)                    -                (7,460)
 Foreign exchange loss, net                                                    (795)                      -                (795)            (263)                      -                (263)
 Profit before taxation                                                        15,393                     1,409            16,802           9,867                      -                9,867

 Taxation charge
 - Current year tax charge                                                     (1,313)                    -                (1,313)          (2,499)                    -                (2,499)
 - Change in estimate of tax provisions                                        -                          (11,544)         (11,544)         -                          -                -
 Profit for the year                                                           14,080                     (10,135)         3,945            7,368                      -                7,368

 Profit attributable to:

 Owners of the Company                                                         13,984                     (10,135)         3,849            7,023                      -                7,023
 Non-controlling interest                                                      96                         -                96               345                        -                345

 Earnings per share (basic)                                                    1.26                       (0.91)           0.35             0.68                       -                0.68
 Earnings per share (diluted)                                                  1.23                       (0.89)           0.34             0.63                       -                0.63

 Supplementary non

 statutory information

 Operating profit                                                              28,396                     -                28,396           29,797                     -                29,797
 Add: Depreciation and amortisation                                            22,379                     -                22,379           17,854                     -                17,854
 Adjusted EBITDA                                                               50,775                     -                50,775           47,651                     -                47,651

*These exceptional items relate to the reversal of legal and exceptional tax
penalty provisions recognised in the prior years.

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

6          Taxation

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, Saudi Arabia and United Arab Emirates), divided by the
Group's profit.

                                                          30 June 2025      30 June 2024

                                                          US$'000           US$'000
 Profit from operations before tax                        16,802            9,867

 Tax at the UK corporation tax rate of 25% (2024: 25%)    4,201             2,467
 Effect of different tax rates in overseas jurisdictions  (579)             (671)
 Expense not deductible for tax purposes                  (199)             -
 Overseas taxes                                           400               956
 Increase in unrecognised deferred tax                    1,484             2,145
 Change in estimates of tax provisions                    11,528            930
 Income not taxable for tax purposes                      (3,978)           (3,328)
 Total tax charge                                         12,857            2,499

The Group's effective tax rate was 76.5% for the period ended June 2025 (Six
months ended June 2024: 25.3%).

The current tax charge of US$ 12.9 million (six-month period ended June 2024:
US$ 2.5 million) included withholding tax amounting to US$ 0.7 million
(six-month period ended June 2024: US$ 1.0 million) and US$ 11.5 million
related to change in estimates for prior years.

A subsidiary of the Group received a tax assessment from the Saudi tax
authorities (ZATCA) for an amount of

US$ 9.2 million (including delay fines) related to the transfer pricing of
inter-group bareboat agreement, for the period from 2017 to 2019. On 12 May
2025, the Tax Violations and Disputes Appellate Committee (TVDAC) delivered
its unfavourable judgment and, consequently, the Group has paid a total of US$
5.7 million with respect to this assessment. The Group has obtained a waiver
of penalties from ZATCA during the period.

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
has become effective for accounting periods beginning on or after 1 June 2023.

The Group's UAE operations is subject to a 9% corporation tax rate with effect
from 01 January 2024. A rate of 0% apply to taxable income not exceeding AED
375,000.

GMS has considered deferred tax implications in the preparation of these
condensed consolidated interim financial statements in respect of property and
equipment and potential timing differences that could give rise to a deferred
tax liability. There are currently no UAE tax laws that would impact treatment
of depreciation and amortization of property and equipment, that would result
in such a timing difference. Hence, management has concluded that no
adjustments to these condensed consolidated interim financial statements are
necessary.

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

7              Earnings per share

                                                                                  6 months ended 30 June 2025       6 months ended 30 June 2024
 Earnings for the purpose of calculating the basic and diluted earnings per     3,849                               7,023
 share being profit for the period attributable to Owners of the Company
 (US$'000)
 Earnings for the purpose of calculating the adjusted basic and diluted profit  13,984                              7,023
 per share (US$'000) (Note 5)

 Weighted average number of shares ('000)                                       1,110,462                           1,031,709
 Weighted average diluted number of shares ('000)                               1,140,943                           1,116,317

 Basic earnings per share (cents)                                               0.35                                0.68
 Diluted earnings per share (cents)                                             0.34                                0.63
 Adjusted earnings per share(1) (cents)                                         1.26                                0.68
 Adjusted diluted earnings per share(1) (cents)                                 1.23                                0.63

 

Basic earnings per share is calculated by dividing the earnings attributable
to equity holders of the Company for the period (as disclosed in the condensed
consolidated statement of comprehensive income) by the weighted average number
of ordinary shares in issue during the period.

 

Adjusted earnings per share is calculated on the same basis as basic earnings
but uses the adjusted profit attributable to equity holders of the Company for
the period (refer Note 5). 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 earnings attributable
to owners of the Company for the period by the weighted average number of
ordinary shares in issue during the period adjusted for the weighted average
effect of warrants, long term incentive plan and deferred share bonus plan
outstanding during the period.

 

Adjusted diluted earnings per share is calculated on the same basis but uses
adjusted profit (refer Note 5) attributable to the equity shareholders of the
Company.

The following table shows a reconciliation between basic and diluted average
number of shares:

 

                                                       30 June 2025  30 June 2024

                                                       000's         000's
 Weighted average basic number of shares in issue      1,110,462     1,031,709
 Weighted average effect of warrants                   29,481        84,608
 Weighted average effect of Deferred share bonus plan  271           -
 Weighted average effect of Long term incentive plan   729           -
 Weighted average diluted number of shares in issue    1,140,943     1,116,317

 

Refer Note 18 for details on exercise of warrants.

(1) This represents an Adjusted Performance Measure (APM) as defined in the
Glossary which is included in Note 24 to the condensed consolidated interim
financial statements.

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

8              Revenue

                                  30 June 2025        30 June 2024

                                  US$'000         US$'000
 Charter hire                     39,025          40,496
 Lease income                     34,900          28,666
 Messing and accommodation        6,951           6,106
 Maintenance service              3,836           3,293
 Mobilisation and demobilization  2,212           1,783
 Sundry income                    142             374
                                  87,066          80,718

 

 Revenue recognized - over time      86,876    80,344
 Revenue recognized - point in time  190       374
                                     87,066    80,718

 

Revenue by geographical segment is based on the geographical location of the
customer as shown below:

 

                       30 June 2025        30 June 2024

                       US$'000         US$'000
 United Arab Emirates  23,392          23,561
 Saudi Arabia          24,538          19,931
 Qatar                 29,950          28,073
 Total - Middle East   77,880          71,565

 Total - Europe        9,186           9,153

 Total - Worldwide     87,066          80,718

 

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:

 

 Oil and gas  77,880    71,565
 Renewables   9,186     9,153
              87,066    80,718

 

9              Finance expenses

                                        30 June 2025        30 June 2024

                                        US$'000         US$'000
 Interest on bank borrowings            6,805           11,628
 Interest on finance leases             300             252
 Other finance expenses                 459             420
 Amortisation of borrowings issue cost  513             -
                                        8,077           12,300

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

10           Property and equipment

 

                                          Vessels   Vessel spares, fitting and other equipment  Others   Capital work-in-progress  Total
                                          US$'000   US$'000                                     US$'000  US$'000                   US$'000
 Cost
 Balance as at 1 January 2025             898,200   64,259                                      2,250    9,855                     974,564
 Additions                                6,340     1,106                                       31       1,373                     8,850
 Transfers                                3,189     185                                         -        (3,374)                   -
 Balance as at 30 June 2025               907,729   65,550                                      2,281    7,854                     983,414

 Accumulated Depreciation and impairment
 Balance at 1 January 2025                349,139   28,144                                      2,203    2,845                     382,331
 Depreciation expense                     11,682    1,905                                       45       -                         13,632
 Balance as at 30 June 2025               360,821   30,049                                      2,248    2,845                     395,963

 Net Book Value as at 30 June 2025        546,908   35,501                                      33       5,009                     587,451

                                          Vessels   Vessel spares, fitting and other equipment  Others   Capital work-in-progress  Total
                                          US$'000   US$'000                                     US$'000  US$'000                   US$'000
 Cost
 Balance as at 1 January 2024             898,200   60,757                                      2,250    10,569                    971,776
 Additions                                -         -                                           -        2,788                     2,788
 Transfers                                -         3,502                                       -        (3,502)                   -
 Balance as at 31 December 2024           898,200   64,259                                      2,250    9,855                     974,564

 Accumulated Depreciation and impairment
 Balance at 1 January 2024                335,987   24,471                                      2,061    2,845                     365,364
 Depreciation expense                     22,379    3,673                                       142      -                         26,194
 Impairment charge                        9,394     -                                           -        -                         9,394
 Reversal of impairment                   (18,621)  -                                           -        -                         (18,621)
 Balance as at 31 December 2024           349,139   28,144                                      2,203    2,845                     382,331

 Net Book Value as at 31 December 2024    549,061   36,115                                      47       7,010                     592,233

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

11           Dry docking expenditure

 

                                              30 June    31 December

2025
2024
                                              US$'000    US$'000
 At 1 January                                 11,867     11,204
 Expenditure incurred during the period/year  6,491      5,987
 Amortised during the period/year             (3,679)    (5,324)

                                              14,679     11,867

 

12           Right-of-use assets and lease liabilities

During the period, the Group entered into a lease agreement for a vessel. On
lease commencement, the Group recognised US$ 8.1 million of right of use asset
and lease liability.

13           Trade receivables

 

                                             30 June    31 December

2025
2024
                                             US$'000    US$'000

 Trade receivables                           28,008     29,807
 Less: Allowance for expected credit losses  (3,889)    (4,232)

 Net trade receivables                       24,119     25,575

 

14           Prepayments, advances and other receivables

 

                        30 June    31 December

2025
2024
                        US$'000    US$'000

 Accrued revenue        12,292     4,237
 Prepayments            2,410      2,073
 Advances to suppliers  4,901      2,824
 Deposits               213        95
 Other receivables      75         -

                        19,891     9,229

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

15           Share capital

 

Ordinary shares at £0.02 per share

                                   Number of ordinary shares
                                   ('000)                         US$'000

 At 1 January 2025                 1,069,946                      31,472
 Issue of share capital (Note 18)  82,220                         2,112

 As at 30 June 2025                1,152,166                      33,584

 

                                   Number of ordinary shares
                                   ('000)                       US$'000

 At 1 January 2024                 1,016,415                    30,117
 Issue of share capital (Note 18)  53,531                       1,355

 As at 31 December 2024            1,069,946                    31,472

 

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 issued ordinary share capital on the exercise of previously
issued warrants to its lenders which has resulted in issuance of ordinary
shares of 82,219,697 (2024: 53,531,734) on 03 March 2025 and 25 June 2025
(refer Note 18).

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

16           Capital redemption reserve

 

The capital redemption reserve with a value of US$ 46.4 million was created on
30 June 2022 when the Company purchased and then cancelled 350,487,787
deferred ordinary shares (refer Note 15). The capital redemption reserve is
not distributable.

 

17           Bank borrowings

 

Secured borrowings at amortised cost are as follows:

 

                                30 June     31 December

2025
2024

                                US$'000     US$'000

 Term loans                     194,361     241,189
 Less: Unamortised issue costs  (4,654)     (5,167)
                                189,707     236,022

 

 

                                   30 June     31 December

2025
2024

                                   US$'000     US$'000
 At 1 January                      236,022     275,939
 Repayment of bank borrowings      (46,828)    (275,939)
 Additional bank borrowings        -           241,189
 Unamortised issue costs incurred  -           (5,173)
 Amortisation of issue costs       513         6

 At 31 December                    189,707     236,022

 

Bank borrowings are presented in the condensed consolidated interim financial
position as follows:

 

                                                         30 June     31 December

2025
2024

                                                         US$'000     US$'000
 Non-current
 Bank borrowings                                         162,055     196,425

 Current
 Bank borrowings - scheduled repayments within one year  27,652      39,597

                                                         189,707     236,022

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

-----

17           Bank Borrowings (continued)

 

Net debt as at the end of the period/year was as follows:

 

                                                    30 June   31 December

2025
2024
                                                    US$'000   US$'000

 Bank borrowings excluding unamortised issue costs  194,361   241,189
 Less: Cash and cash equivalents                    (14,964)  (40,007)
 Total                                              179,397   201,182

 

 

On 30 December 2024, the Group completed the refinancing of its existing bank
borrowings. The purpose of the refinancing was primarily to settle in full all
the amounts outstanding under the previous debt facility (which was scheduled
to mature on 30 June 2025) as well as to fund the fees and expenses in
relation to this transaction.  The principal terms of the outstanding
facility are as follows:

 ·                               The facility is denominated in UAE Dirhams (AED) and consist of a term loan of
                                 AED 924.0 million

(US$ 250.0 million) and revolving credit facility of AED 177.5 million (US$
                                 50.0 million).
 ·                               The term loan will have a tenor of five years, where 80% of the term loan is
                                 payable in 19 equal quarterly instalments and the remaining 20% is payable on
                                 maturity.
 ·                               The term loan carries floating rate linked to Emirates Interbank Offered Rate
                                 (EIBOR) plus a margin based on a ratchet depending on the Group's leverage
                                 level.
 ·                               The facility is secured by mortgage of 13 vessels owned by the Group with a
                                 net book value of US$ 546.9 million, including the assignment of trade
                                 receivables amounting to US$ 24.1 million, bank balance amounting to US$ 15.0
                                 million and insurance proceeds.
 ·                               The facility is subject to certain financial covenants such as Interest Cover,
                                 Debt Service Cover, Gearing Ratio and Senior Net Leverage which are to be
                                 tested every six months. The financial covenant related to Security Cover is
                                 tested annually. All applicable financial covenants under the Group's debt
                                 facility were met as of 30 June 2025 and are expected to be compliant in the
                                 next 12 months from the approval of these condensed consolidated interim
                                 financial statements.

 

The Group is exposed to interest rate risk on its bank borrowings which are
subject to floating interest rates. The sensitivity analyses below have been
determined based on the exposure to interest rates for non-derivative
instrument at the end of the reporting period. For floating rate liabilities,
the analysis is prepared assuming the amount of liability outstanding at the
end of the reporting period was outstanding for the whole period.

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

17           Bank Borrowings (continued)

 

If interest rates had been 100 basis points higher/lower and all other
variables were held constant, the profit for the period ended 30 June 2025
would decrease/increase by US$ 1.1 million (six-month period ended June 2024:
US$ 1.2 million). This is mainly attributable to the Group's exposure to
interest rates on its variable rate borrowings.

18           Derivative financial instruments

--

Warrants

Under the terms of the Group's old loan facility, the Group was required to
issue warrants to its lenders as 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 had the
right to exercise their warrants up to the end of the term of the loan
facility, being 30 June 2025.

 

 

During the period, 52,556,697 (six-month period ended 30 June 2024:
34,218,700) warrants were exercised by the holders resulting in issuance of
82,219,697 (six-month period ended 30 June 2025: 53,531,734) new ordinary
shares with a nominal value of 2p per share and share premium of 3.75p per
share. The fair value of the warrants that were exercised was recalculated at
the time of exercise. The fair value of warrant exercised was calculated at

US$ 13.3 million (six-month period ended 30 June 2024: US$ 10.4 million). This
fair value is added to the actual cash raised of US$ 6.1 million (six-month
period ended 30 June 2024: US$ 3.9 million), in line with Companies Act 2006
to give a total increase in share capital and share premium of US$ 19.4
million (30 June 2024: US$ 14.3 million). Issue costs of nil (six-month period
ended 30 June 2024: US$83k) have been reduced from the share premium
account.  Shares issued as a result of the exercise of warrants were ordinary
shares with identical rights and privileges as the existing shares of the
Group.

 

 

As at 31 December 2024, 53,403,247 warrants remained outstanding with a fair
value of US$ 9.2 million, as determined by an independent valuation expert.
The valuation was conducted using a Monte Carlo simulation model, which
incorporated assumptions about the USD/GBP exchange rate and the Group's share
price movements over the life of the warrants. The simulation considers
sensitivity by building models of possible results by substituting a range of
values. Warrants valuation as at 31 December 2024 represented a Level 3 fair
value measurement under the IFRS 13 hierarchy.

 

Following the expiry of the warrants on 30 June 2025, 846,550 warrants
remained unexercised. These were derecognised, and the related fair value of
US$ 0.1 million was recognised in the profit or loss during the period.

 

 

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

18 Derivative financial instruments (continued)

 

IFRS 13 fair value hierarchy

 

The Group has no other financial instruments that are classified as Level 3 in
the fair value hierarchy in the current period 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:

                                                                   30 June       31 December

2025
2024
                                                                   US$'000       US$'000

 At 1 January                                                      9,192         14,275

 Impact of change in fair value of warrants exercised              4,298         5,348
 Derecognition of un-exercised warrants                            (146)         -
 Impact on profit or loss                                          4,152         5,348

 Derecognition of warrants exercised                               (13,344)      (10,431)

 At 30 June                                                        -             9,192

 

19           Contingent liabilities

 

As at 30 June 2025, the banks acting for Gulf Marine Services FZE, one of the
subsidiaries of the Group, had issued bid bonds and performance bonds
amounting to US$ 26.6 million (31 December 2024: US$ 31.1 million), all of
which were counter-indemnified by other subsidiaries of the Group.

 

20           Capital commitments

 

                                  30 June  31 December

2025
2024
                                  US$'000  US$'000

 Contractual capital commitments  10,428   6,678

 

Capital commitments comprise mainly capital expenditure, which has been
contractually agreed with suppliers for future periods for equipment or the
refurbishment of existing vessels.

 

 

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

21           Long term incentive plans

 

Long term incentive plans (LTIPs)

 

On 11 June 2025, the Group has LTIPs which were granted to senior
management.  The LTIP awards will generally vest three years from the grant
date, subject to the achievement of market vesting conditions aligned with
shareholder interests. The maximum number of Company's shares under this LTIP
is 6,595,292.

 

LTIP awards are not subject to a post-vesting holding period, except for those
granted to the Executive Chairman, which have a two-year post-vesting holding
period.

 

Equity-settled share-based payments were measured at fair value at the date of
grant. The fair value was determined, using the Monte Carlo simulation method,
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, post-vesting period and the risk-free interest rate for the
term of the award.

 

Deferred share bonus plan (DSBP)

 

On the same day LTIPs were granted to senior management, the Group also
granted its Executive Chairman a DSBP award. This award, which is equivalent
to 271,403 shares of the Company, pertains to the relevant proportion of the
2024 annual bonus deferred under the terms of the shareholder-approved
Directors' Remuneration Policy. These shares will generally vest after two
years from 1 January 2025.

 

The DSBP award is not subject to any market-based performance or service
conditions, the fair value of the award is considered to be the closing share
price as at the date of grant.

 

The number of share awards granted by the Group during the period/year is
given in the table below:

 

                           30 June      31 December

2025
2024
 Granted in the period     6,866,695    -
 At the end of the period  6,866,695    -

 

The total expense recognised during the period with respect to LTIPs and DSBP
amounted to US$ 88k

(30 June 2024: nil).

 

 

 

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

21           Long term incentive plans (continued)

 

                                                      LTIP                   DSBP

 Grant date                                           11 June 2025           11 June 2025

 Share price at grant date                            £0.21                  £0.21

 Exercise price                                       £0.00                  £0.00

                                                      1 January 2025 to

 Performance measurement period                        31 December 2027      -

 Vesting date                                         11 June 2028           1 January 2027

 Dividend yield                                       0.0%                   -

 Risk-free rate                                       3.8%                   -

 Fair value                                           £1,064,561             £56,316

 

The future share prices of the Company and each of the companies in the peer
group were projected by taking into account (1) the expected volatility of the
share prices over the simulation period, (2) expected correlation of the share
prices each of the companies in the peer group with the share price of the
Company over the simulation period and (3) discount rate of 3.8% based on the
3-year UK Government bond yields. A 10% discount for lack of marketability was
applied to reflect lower liquidity compared to if the awards were not subject
to a holding period.

 

22           Related party transactions

 

Significant transactions with related parties during the period were as
follows:

 

                                                                             30 June 2025    30 June 2024

                                                                             US$'000         US$'000
 Emirates Insurance Company                                                  24              -
 Catering services for vessel Pepper from                                    -

National Catering Company Limited WLL

                                                                                             82
 Vessel maintenance and overhaul services from Sigma Enterprise Company LLC  -

                                                                                             597
 Laboratory services from Aman Integrated Solutions LLC                      5               3

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

 

22           Related party transactions (Continued)

Related party balances included in trade and other payables are as follows:

                                                 31 December 2024

                                30 June 2025     US$'000

                                US$'000
 Sigma Enterprise Company LLC   333              500
 Aman Integrated Solutions LLC  10               18
 Emirates Insurance Company     4                -

23 Events after the reporting period

 

Subsequent to the period end, the Group has entered into derivative agreements
with certain members of its banking syndicate to hedge its exposure against
movement in exchange rate between US Dollars and AED.

 

24           Glossary

Alternative Performance Measure (APMs) - An APM is a financial measure of
historical or future financial performance, financial position, or cash flows,
other than a financial measure defined or specified in the applicable
financial reporting framework.

APMs are non-GAAP measures that are presented to provide readers with
additional financial information that is regularly reviewed by management and
the Directors consider that they provide a useful indicator of underlying
performance. Adjusted results are also an important measure providing useful
information as they form the basis of calculations required for the Group's
covenants. However, this additional information presented is not uniformly
defined by all companies including those in the Group's industry. Accordingly,
it may not be comparable with similarly titled measures and disclosures by
other companies.

 

Additionally, certain information presented is derived from amounts calculated
in accordance with IFRS but is not itself an expressly permitted GAAP measure.
Such measures should not be viewed in isolation or as an alternative to the
equivalent GAAP measure. In response to the Guidelines on APMs issued by the
European Securities and Markets Authority (ESMA), we have provided additional
information on the APMs used by the Group.

Adjusted earnings per share - represents the adjusted earnings attributable to
equity holders of the Company for the period divided by the weighted average
number of ordinary shares in issue during the period. The adjusted earnings
attributable to equity shareholders of the Company is used for the purpose of
basic gain per share adjusted for any exceptional items.

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

24     Glossary (continued)

Adjusted diluted earnings per share - represents the adjusted earnings
attributable to equity holders of the Company for the period divided by the
weighted average number of ordinary shares in issue during the period,
adjusted for the weighted average effect of share options outstanding during
the period. The adjusted earnings attributable to equity shareholders of the
Company is used for the purpose of basic gain per share adjusted by adding
back impairment charges or writeback of impairment loss, and costs to acquire
new bank facilities. This measure provides additional information regarding
earnings per share attributable to the underlying activities of the business.
A reconciliation of this measure is provided in Note 5 and 7.

Adjusted net profit - represents net profit after adding back costs of
renegotiating bank terms. 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 period to period. A
reconciliation of this measure is provided in note 5 of these results.

Average fleet utilisation - represents the percentage of available days in a
relevant period during which the fleet of SESVs is under contract and in
respect of which a customer is paying a day rate for the charter of the SESVs.

Average fleet utilisation is calculated by adding the total contracted days in
the period of each SESV, divided by the total number of days in the period
multiplied by the number of SESVs in the fleet.

Adjusted EBITDA - represents operating profit after adding back depreciation,
amortisation, non-operational items, impairment charges or reversal of
impairment charges. This measure provides additional information in assessing
the Group's underlying performance that management is more directly able to
influence in the short term and on a basis comparable from period  to period
.

Adjusted EBITDA margin - represents adjusted EBITDA divided by revenue. This
measure provides additional information on underlying performance as a
percentage of total revenue derived from the Group.

Adjusted gross profit/(loss) - represents gross profit/loss after deducting
reversal of impairment/adding back impairment charges. This measure provides
additional information on the core profitability of the Group. A
reconciliation of this measure is provided in Note 5.

 

 

 

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

24     Glossary (continued)

Cost of sales excluding depreciation and amortisation- represents cost of
sales excluding depreciation and amortisation. This measure provides
additional information of the Group's cost for operating the vessels. A
reconciliation is shown below:

                                               30 June     30 June

2025
2024
                                               US$'000     US$'000
 Statutory cost of sales                       51,548      41,667
 Less: depreciation and amortisation (Note 5)  (22,084)    (15,514)
                                               29,464      26,153

 

EBITDA - represents earnings before interest, tax, depreciation and
amortisation, which represents operating profit after adding back depreciation
and amortisation. This measure provides additional information of the
underlying operating performance of the Group. A reconciliation of this
measure is provided in Note 5.

In the current and comparative six months period there were no non-operational
items or impairment charges or reversal of impairment charges and therefore
EBITDA is equivalent to adjusted EBITDA.

Margin - revenue less cost of sales before depreciation, amortization and
impairment as identified in Note 5 of the condensed consolidated interim
financial statements.

Net bank debt - represents the total bank borrowings less cash and cash
equivalents. This measure provides additional information of the Group's
financial position. A reconciliation is shown below:

                                                    30 June     31 December

2025
2024
                                                    US$'000     US$'000
 Bank borrowings excluding unamortised issue costs  194,361     241,189
 Less: cash and cash equivalents                    (14,964)    (40,007)
                                                    179,397     201,182

 

Net cash flow before debt service - the sum of cash generated from operations
and investing activities.

Segment adjusted gross profit - represents gross profit after adding back
depreciation, amortisation and impairment charges or reversal of impairment
charges. This measure provides additional information on the core
profitability of the Group attributable to each reporting segment. A
reconciliation of this measure is provided in Note 4.

 

GULF MARINE SERVICES PLC

Notes to the Condensed Consolidated Interim Financial Statements

for the period ended 30 June 2025 (continued)

24     Glossary (continued)

Underlying performance - day to day trading performance that management are
directly able to influence in the short term.

Other Definitions

 

 Average day rates                    we calculate the average day rates by dividing total charter hire revenue per
                                      month by total hire days per month throughout the period and then calculating
                                      a monthly average.
 Backlog                              represents firm contracts and extension options held by clients. Backlog
                                      equals (charter day rate x remaining days contracted) + ((estimated average
                                      Persons On Board x daily messing rate) x remaining days contracted)
                                      +contracted remaining unbilled mobilisation and demobilisation fees. Includes
                                      extension options.
 Borrowing rate                       EIBOR plus margin.
 Calendar days                        takes base days at 365 and only excludes periods of time for construction and
                                      delivery time for newly constructed vessels.
 Costs capitalised                    represent qualifying costs that are capitalised as part of as cost of the
                                      vessel rather than being expensed as they meet the recognition criteria of IAS
                                      16 Property, Plant and Equipment.
 Day rates                            rate per day charge to customers per hire of vessel as agreed in the contract.
 Demobilisation                       fee paid for the vessel re-delivery at the end of a contract, in which client
                                      is allowed to offload equipment and personnel.
 DEPS/DLPS                            diluted earnings/losses per share.
 EIBOR                                The Emirates Interbank Offered Rate
 Employee retention                   percentage of staff who continued to be employed during the period (excluding
                                      retirements and redundancies) taken as number of resignations during the
                                      period divided by the total number of employees at the period end.
 EPC                                  engineering, procurement and construction.
 ESG                                  environmental, social and governance.
 Finance service                      the aggregate of

                                      a) Net finance charges for that period; and

                                      b) All scheduled payments of principal and any other schedule payments in the
                                      nature of principal payable by the Group in that period in respect of
                                      financing:

                                      i)      Excluding any amounts falling due in that period under any
                                      overdraft, working capital or revolving facility which were available for
                                      simultaneous redrawing under the terms of that facility;

                                      ii)     Excluding any amount of PIK that accretes in that period;

                                      iii)    Including the amount of the capital element of any amounts payable
                                      under any Finance Lease in respect of that period; and

                                      iv)    Adjusted as a result of any voluntary or mandatory prepayment
 Debt Service Cover                   represents the ratio of Adjusted EBITDA to debt service.
 GCC                                  Gulf Cooperation Council
 GMS core fleet                       consists of 14 SESVs
 Interest Cover                       represents the ratio of Adjusted EBITDA to Net finance charges.
 IOC                                  Independent Oil Company.
 KPIs                                 Key performance indicators.
 Lost Time Injuries                   any workplace injuries sustained by an employee while on the job that prevents
                                      them from being able to perform their job for a period of one or more days.
 Lost Time Injury Rate (LTIR)         the lost time injury rate per 200,000 man hours which is a measure of the
                                      frequency of injuries requiring employee absence from work for a period of one
                                      or more days.
 Mobilisation                         fee paid for the vessel readiness at the start of a contract, in which client
                                      is allowed to load equipment and personnel.
 Net finance charges                  represents finance charges as defined by the terms of the Group's banking
                                      facility for that period less interest income for that period.
 Net leverage ratio                   represents the ratio of net bank debt to Adjusted EBITDA.
 NOC                                  National Oil Company.
 OSW                                  Offshore Wind.
 PIK                                  Payment In Kind. Under the banking documents dated 31 March 2021, PIK is
                                      calculated at 5.0% per annum on the total term facilities outstanding amount
                                      and reduces to:

                                      a 2.5% per annum when Net Leverage is between 4.0X and 5.0x

                                      b Nil when Net Leverage reduces below 4.0x

                                      PIK stops accruing at the PIK end date which is the earlier of leverage
                                      falling below 4.0X or loans being discharged.
 Restricted work day case (RWDC)      any work-related injury other than a fatality or lost work day case which
                                      results in a person being unfit for full performance of the regular job on any
                                      day after the occupational injury.
 Secured day rates                    day rates from signed contracts firm plus options held by clients.
 Secured utilisation                  contracted days of firm plus option periods of charter hire from existing
                                      signed contracts.
 Security Cover (loan to value)       the ratio (expressed as a percentage) of Total Net Bank Debt at that time to
                                      the Market Value of the Secured Vessels.
 SESV                                 Self-Elevating Support Vessels.
 SG&A spend                           means that the selling, general and administrative expenses calculated on an
                                      accruals basis should be no more than the SG&A maximum spend for any
                                      relevant period.
 SOFR                                 Secured Overnight Financing Rate
 Total Recordable Injury Rate (TRIR)  calculated on the injury rate per 200,000 man hours and includes all our
                                      onshore and offshore personnel and subcontracted personnel. Offshore personnel
                                      are monitored over a 24-hour period.
 Underlying G&A                       underlying general and administrative (G&A) expenses excluding
                                      depreciation and amortisation, restructuring costs, and exceptional legal
                                      costs.
 Utilisation                          the percentage of calendar days in a relevant period during which an SESV is
                                      under contract and in respect of which a customer is paying a day rate for the
                                      charter of the SESV.
 Vessel operating expense             Cost of sales before depreciation, amortisation and impairment, refer to Note
                                      5.

 

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.

 

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/)
.

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.   END  IR BCGDCUGGDGUI

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