Trading Statement for the three months to 31 March 2021

Global Ports Holding Plc

Trading Statement for the three months to 31 March 2021

Global Ports Holding Plc ("GPH Plc" or "Group"), the world's largest independent cruise port operator, today issues a trading update for the period from 1 January to 31 March 2021.

GPH Plc has changed its financial year-end to 31 March. The next audited financial statement will cover the 15-month period from 1 January 2020 to 31 March 2021 and will be released in July 2021. All figures included in this trading update for the calendar quarter Q1-2021 only are unaudited management accounts.

Notes                         

1. Presented excluding Port Akdeniz to ensure comparability to Q1-2021 data.
2. Passenger numbers refer to consolidated and managed portfolio consolidation perimeter, hence it excludes equity accounted associate ports La Goulette, Lisbon, Singapore and Venice.
3. All $ refers to United States Dollar unless otherwise stated. Where applicable, non-USD figures are converted using the average exchange rate of the period 1 January to 31 March 2021.
4. Revenue allocated to the Cruise segment is the sum of revenues of consolidated ports and from management contracts.
5. Revenue Ex IFRIC 12 refers to the exclusion of the impact of IFRIC 12 construction revenue accounting at Nassau Cruise Port.
6. Commercial Revenue and EBITDA reflects the contribution of Port of Adria, excluding Port Akdeniz, which was sold during the period.
7. Segmental EBITDA is calculated as income/(loss) before tax after adding back: interest; depreciation; amortisation; unallocated expenses; and specific adjusting items, including Nassau IFRIC-12 construction margin.
8. EBITDA allocated to the Cruise segment is the sum of EBITDA of consolidated cruise ports and pro-rata Net Profit of equity accounted associate ports La Goulette, Lisbon, Singapore and Venice, and the contribution from management agreements.
9. Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses.

Key Financials and KPIs

• Cruise passenger volumes for the 3M period fell by -99% YoY, driven by the shutdown of the cruise industry as a result of the Covid-19 pandemic. However, cruise activities have now restarted in some of our Mediterranean ports and Singapore.
• Total container volumes (TEUs) grew by 3.2%, and General & Bulk volumes fell 31.8% in certain low margin cargo items.
• Total consolidated revenues were $13.9m for the 3M period; excluding the impact of IFRIC-12 Construction revenues at Nassau Cruise Port, total consolidated revenues were $3.9m.
• Segmental EBITDA for the three months to end March 2021 was a loss of $1.0m.
  
  • Adjusted EBITDA was a loss of $2.6m.

• Total cruise revenue of $12.0m for the three months to end March 2021.
  • Excluding the impact of IFRIC-12 Construction revenues at Nassau Cruise Port, Cruise revenue was $2.0m.
• Passenger volumes fell 99% to 10k, compared to 1.3m in the three months to end March 2020.
• Cruise EBITDA was a loss of $1.6m.
• The limited return to cruise activity drove the declines in passenger volumes, revenue and EBITDA.

• Total commercial revenues rose by 13% to $1.9m for the period vs $1.7m for the three months to end March 2020.
• Commercial EBITDA was $0.6m.
• The most significant development in the period was the completion of the sale of the Group's largest commercial port, Port Akdeniz, for an enterprise value of $140m to QTerminals W.L.L. The equity value of Port Akdeniz after deducting net debt and debt-like items of Port Akdeniz at closing was $115m, with the buyer withholding $11.5m, which will be released in Q4-2021. The Group has paid transaction-related expenses and costs from the net proceeds at closing, including costs related to the satisfaction of condition precedents to closing.
  
  • The Key Financials & KPI Highlights included in this trading update exclude the contribution from Port Akdeniz.

Other developments

During the period, GPH's wholly-owned subsidiary, Port Finance Investment Limited, launched a Scheme of Arrangement in connection with the refinancing of the $250,000,000 8.125% Senior Unsecured Notes due 2021 issued by Global Liman Isletmeleri A.S. Shortly after the period end, after a period of extensive engagement with noteholders, including certain key noteholders who formed an ad-hoc group, GPH withdrew from the Scheme process on 6 April 2021.

On 7 April 2021, Global Liman Isletmeleri A.S. launched a tender offer, which resulted in $44.7m excluding accrued interest, being spent on purchasing its own Eurobonds at an average price of $899.4 for each $1,000 of principal, thereby reducing the outstanding nominal Eurobond of Global Liman Isletmeleri A.S. to $200.3m.

On 17 May 2021 and 24 May 2021, GPH announced that it had entered a five-year senior secured loan agreement for up to $261 million with the leading global investment firm, Sixth Street.

The loan agreement remains conditional on a number of factors, which are expected to be satisfied shortly. As part of the financing arrangements, the Company intends to issue warrants over its shares to the lender, which will become exercisable subject to certain events. GPH is holding a general meeting today, 9 June 2021, related to the issuing of the warrants. More details can be found at the investor relations section of the company website www.globalportsholding.com.

The net proceeds from the loan will be used, inter alia, to refinance the outstanding Eurobond of Global Liman Isletmeleri A.S. The loan agreement also provides for potential additional growth funding to provide flexible financing solutions for GPH's strategic objective of growing the number of cruise ports in its network.

Balance Sheet

At 31 March 2021 IFRS gross debt was $552.5m (Ex IFRS16 Gross Debt: $486.7m), compared to gross debt at 31 December 2021 of $556.0m (Ex IFRS16 Gross Debt: $487.4m) and net debt was $381.9m (Ex IFRS16 Net Debt: $316.0m) compared to net debt at 31 December 2020 of $456.5m (Ex IFRS16: $387.9m). At the end of March 2020, GPH had cash and cash equivalents of $170.7m, compared to $99.5m at 31 December 2020.

Outlook

Global Ports Holding will provide a detailed update on current trading and outlook when it reports audited financial results for the 15 months to end March 2021 in July 2021.