April 04th, 2024
Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', 'the Company'
or 'the Group')
2023 Financial Results
Gulf Marine Services PLC ("GMS" or the "Company"), a
leading provider of advanced self‐propelled, self‐elevating support
vessels serving the offshore oil, gas and renewables industries, is
pleased to announce its full year financial results for the year to
31 December 2023.
2023 Overview
|
2021
US$m
|
2022
US$m
|
2023
US$m
|
2023 versus 2022
change
|
Revenue
|
115.1
|
133.2
|
151.6
|
+14%
|
Adjusted
EBITDA1
|
64.1
|
71.5
|
87.5
|
+22%
|
Net profit for the year
|
31.2
|
25.4
|
42.1
|
+66%
|
Average fleet
utilization
|
84%
|
88%
|
94%
|
+7%
|
Underlying G&A
expenses4 as percentage of revenue
|
9%
|
8%
|
7%
|
-13%
|
Net leverage
ratio3
|
5.8:1
|
4.4:1
|
3.05:1
|
-31%
|
2023 Financial
Highlights
- Group net profits of US$
42.1 million (2022: US$ 25.4 million), reflecting the strength of
the Group's recovery.
- Adjusted EBITDA increased
to US$ 87.5 million (2022: US$ 71.5 million) driven by an increase
in revenue. Adjusted EBITDA margin5 also increased to
58% (2022: 54%).
- Net bank debt2
reduced to US$ 267.3 million (2022: US$ 315.8 million). Net
leverage ratio reduced to 3.05 times (2022: 4.4 times).
- Revenue increased by 14%
to US$ 151.6 million (2022: US$ 133.2 million) driven by increased
utilisation on E-Class and K-Class vessels and higher average day
rates across all vessel classes, particularly E-Class.
- Cost of sales as a
percentage of revenue6 reduced by five percentage points
to 54% (2022: 59%).
- Underlying general and
administrative expenses as a percentage of revenue reduced to 7%
(2022: 8%).
- Net reversal of impairment
of US$ 33.4 million (2022: US$ 7.8 million) reflecting continued
improved market conditions.
- Finance expenses have
increased to US$ 31.4 million (2022: US$ 17.7 million) driven by an
increase in LIBOR/SOFR rates, the temporary introduction of both a
250 bps PIK in Q1 as well as the increase on the margin rate of the
loan from 3.1 to 4.0%, both triggered by the net leverage ratio
exceeding 4:1 times as at 31 December 2022. On achieving net
leverage ratio below 4:1 times, PIK ceased to accrue in the second
quarter of the year, and the margin was thereafter reduced by 90
basis points to 3.1%. This resulted in a reduction in the
cost of financing of 340 basis points.
- Impact of changes in the
fair value of the derivative increased to US$ 11.1 million (2022:
US$ 2.5 million), primarily due to the increase in the Group's
share price.
2023 Operational
Highlights
- Average fleet
utilisation7
increased by six percentage points to 94% (2022:
88%) with an improvement in E-Class and K-Class vessels at 92%
(2022: 82%) and 95% (2022: 87%) respectively.
- Average day rates
increased to US$ 30.3k (2022: US$ 27.5k) with improvements across
all vessel classes, particularly for E-Class.
- New charters and
extensions secured in the year totalled 8.4 years (2022: 19.4
years).
- Operational downtime
decreased to 0.8% (2022: 2.2%).
2024 Highlights and
Outlook
- Adjusted EBITDA guidance
is set at US$ 92 million to US$ 100 million for 2024.
- Target utilisation for
2024 is 95% of which 83% is already secured.
- Anticipate continued
improvement on day rates as our vessel demand outstrips supply on
the back of a pipeline of opportunities.
- Average secured day rates
of over 10% higher than 2023 actual levels.
- Reversal of impairment
recognised with a value of US$ 33.4 million indicative of continued
improvement of long-term market conditions.
- Group anticipates net
leverage ratio to be below 2.5
times before the end of 2024.
See Glossary.
1 Represents
operating profit after adding back depreciation, amortisation,
non-operational items and impairment charges or deducting reversal
of impairment. This measure provides additional information in
assessing the Group's underlying performance that management can
more directly influence in the short term and is comparable from
year to year. A reconciliation of this measure is provided in Note
31 to the consolidated financial statements.
2 Represents
total bank borrowings less cash.
3 Represents the
ratio of net bank debt to adjusted EBITDA.
4 Represents
general and administrative costs excluding depreciation,
amortisation and other exceptional costs. A reconciliation of this
measure is provided in Note 31 to the consolidated financial
statements.
5 Represents
adjusted EBITDA divided by revenue.
6 Represents
reported cost of sales divided by revenue.
7 Represents the
percentage of available days in a relevant period during which the
fleet of Self Elevating Support Vessels (SESVs) is under contract
and in respect of which a customer is paying a day rate for the
charter of the SESVs.
Committed to Maximising
Shareholder Value
In 2023, our business thrived amid
industry tailwinds, showcasing year-over-year growth in revenues,
utilisation, and day rates. We successfully reduced our net
leverage ratio to 3.05 times from 4.4 times as of 31 December 2022.
Looking forward, we will continue our deleveraging journey as we
spare no efforts to continue to increase shareholders
value.
Group performance
In 2023, the Group demonstrated
improvement in its financial performance, attributed to an increase
in both utilisation and average day rates across the fleet. Average
utilisation was up six percentage points to 94% and the average day
rates across the fleet increased to US$ 30.3k compared to the
previous year's US$ 27.5k. It is important to highlight that these
figures represent averages for the entire fleet, and considering
some contracts carried over from previous years at lower rates, the
actual increase for new contracts surpassed the reported average.
This signals a positive trend in securing new contracts at rates
higher than the fleet's overall average, contributing to the
overall revenue growth.
The improvement in revenue
translated into an improved adjusted EBITDA of US$ 87.5 million
(2022: US$ 71.5 million). This exceeded both our initial guidance
range of US$ 75 million to US$ 83 million, as well as surpassing
the revised guidance of
US$ 86 million. This accomplishment highlights the success of our
operational performance in maximising financial results.
Capital structure and
liquidity
As a result of our commitment to
deleveraging, the net leverage ratio on 31 December 2023 was
reduced to 3.05 times
(31 December 2022: 4.4 times), driven by a reduction in the net
bank debt to US$ 267.3 million (31 December 2022:
US$ 315.8 million) and with improved EBITDA for the year. Attaining
a net leverage ratio below 4:1 was crucial, allowing us to limit
the number of quarters we were charged PIK interest to one quarter.
During the year, we lowered the cost of financing by 340 basis
points. Key benefits of being below 4:1 times includes GMS meeting
its covenants, being able to pay dividends and cutting some debt
monitoring fees. This achievement not only highlights our financial
resilience but also positions us to effectively address other
challenges, as highlighted in the risk management section, while
advancing on our deleveraging journey.
Concurrent with our deleveraging
efforts aimed at shifting value from lenders to shareholders, we
are initiating plans to reward our shareholders. Recently approved
by the Board, our residual dividend policy seeks to strike a
balance between investing in the business and providing returns to
shareholders. Management is currently evaluating the timing for its
implementation, a consideration that has only recently come to the
forefront.
The Group is in the process of
refinancing its term facility in advance of the bullet payment
becoming due in June 2025. Management's ongoing discussions with
various lending entities are aimed at securing terms that align
with our long-term strategic objectives, ensuring continued
financial stability. We are optimistic about the outcome of these
negotiations and will keep shareholders updated as we navigate this
pivotal phase in our financial planning. The Board expresses
confidence in our ability to secure favourable terms that will
contribute to the sustained success and growth.
Governance
In August 2023, we announced the
departure of Rashed Al Jarwan, a non‐executive Director of the Group,
who retired from the Board. I extend my sincere gratitude to Rashed
for his contributions during the pivotal period since joining the
Board in 2020. Following Rashed's retirement, we were pleased to
welcome Haifa Al Mubarak who joined the Board as an independent
non‐executive
Director in October 2023. Haifa brings over 40 years of oil
and gas experience to the business and also reflects our efforts to
create a more representative Board, demonstrating our commitment to
promoting diversity in all aspects of our organisation. I look
forward to continuing to benefit from Haifa's insights and
expertise.
As a Board, we have continued to
emphasise the development of effective risk management and internal
control systems, including regular audits and reporting to ensure
accountability and transparency. Demonstrated by over
50 meetings with
investors and other stakeholders, we have open lines of
communication on relevant information. We conducted sessions on
transparent and ethical business practices, including a Code of
Conduct review for employees and stakeholders, and ensuring
compliance with relevant regulations and laws. This is an example
of our continuous commitment towards environmental, social, and
governance (ESG) initiatives, including sustainability practices
and community engagement.
Commercial and
operations
The Group successfully secured
four new contracts and extended four existing ones,
totalling 8.4 years in
aggregate
(2022: 19.4 years in aggregate). Our operational performance also
demonstrated continued improvement, as evidenced by a reduction in
operational downtime to 0.8%, compared to 2.2% in
2022.
Safety
The Group improved its Lost Time
Injury Rate (LTIR) going from 0.1 in 2022 to zero in 2023. However,
two medical treatment cases were recorded taking the Total
Recordable Injury Rate (TRIR) from 0.1 in 2022 to 0.18 in 2023.
These levels continue to be below industry average. We continue to
look at areas of improvement in our systems and processes and
engaging our employees to ensure that our offshore operations
continue to be as safe as possible in line with the expectations of
our customers and stakeholders.
Task Force on
Climate-related
Financial Disclosures
We continue to comply with LR
9.8.6(8)R requirements by including climate-related financial
disclosures consistent with Task Force on Climate related Financial
Disclosures (TCFD) recommendations and recommended disclosures. The
TCFD recommendations focus on how companies respond to the risks
and opportunities associated with climate change. Consistent with
the recommendations, a climate scenario analysis was used to
understand the potential climate-related transition and physical
risks to our operations over the short, medium, and long term.
Climate change is now integrated into our enterprise risk
assessment process. Risk management workshops are held at least
annually and attended by the Executive Chairman and other
Directors.
Outlook
The offshore industry is dynamic,
and today we are more agile to adapt and ensure sustained relevance
in the future. I take pride in our successful deleveraging efforts,
which along with our much improved operational and financial
performance, underscores our commitment to enhancing shareholder
value. Concurrently, we are actively exploring avenues for future
growth, aligning ourselves with emerging trends and positioning for
sustained success.
Given the current high levels of
utilisation secured, combined with higher day rates, the Group
expects the financial performance to continue to improve and
reiterates its adjusted EBITDA guidance for 2024 between US$ 92
million to US$ 100 million. This reflects our confidence in
sustaining positive momentum.
Finally, I would like to thank our
employees, shareholders and other stakeholders for their continued
support in achieving the Group's ongoing success.
Mansour Al Alami
Executive Chairman
03 April 2024
|
2023
US$m
|
2022
US$m
|
2021
US$m
|
Revenue
|
151.6
|
133.2
|
115.1
|
Gross profit
|
102.8
|
60.5
|
60.6
|
Adjusted
EBITDA1
|
87.5
|
71.5
|
64.1
|
Net impairment reversal
|
33.4
|
7.8
|
15.0
|
Net profit for the year
|
42.1
|
25.4
|
31.2
|
Revenue and Segmental
Profit/Loss
The Group posted 14% increase in
revenue, reaching US$ 151.6 million compared to the previous year's
US$ 133.2 million. This growth was a result of combination of an
increase in both utilisation and average days rates.
Utilisation increased by six
percentage points to 94% from the 2022 figure of 88%. This
continues to be the highest level of utilisation achieved since
2014. Notable improvements in the utilisation rates were observed
in the E-Class and K-Class vessels, reaching 92% (2022: 82%) and
95% (2022: 87%) respectively. S-Class vessels utilisation was
slightly lower at 94% (2022: 97%).
Average day rates across the fleet
increased by 10% to US$ 30.3k compared to the previous year's US$
27.5k with improvements across all vessel
classes, particularly for E-Class whereby, the day rates improved
by 17% to US$ 41.4k (2022: US$ 35.4k). K-Class and S-Class rates increased by 7% and 5%,
respectively.
The United Arab Emirates (UAE),
Qatar and Saudi Arabia combined region continue
to be the largest geographical market representing 91%
(2022: 89%) of total revenue. The remaining 9% (2022: 11%) of
revenue was earned from the renewables market in Europe.
The table below shows the
contribution to revenue, gross profit and
adjusted gross profit2
made by each vessel class during the year.
|
|
|
Adjusted gross profit US$'000
|
Vessel Class
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
E-Class vessels
|
60,955
|
51,135
|
43,070
|
18,525
|
26,730
|
15,205
|
S-Class vessels
|
35,018
|
33,986
|
21,327
|
12,600
|
16,865
|
17,231
|
K-Class vessels
|
55,630
|
48,036
|
38,440
|
29,409
|
25,814
|
20,310
|
Total
|
151,603
|
133,157
|
102,837
|
60,534
|
69,409
|
52,746
|
Cost of Sales, Reversal of
Impairment and Administrative Expenses
Cost of sales as a percentage of
revenue decreased by five percentage points to 54% compared to 59%
reported in 2022.
As a result of continued improved
market conditions, an impairment assessment of the Group's fleet
was conducted which resulted in a net impairment reversal of US$
33.4 million (2022: net impairment reversal of US$ 7.8 million).
Refer to Note 5 to the consolidated financial statements for
further details.
Underlying general and
administrative expeses3 (which excludes depreciation,
amortisation and other exceptional costs) reduced as a percentage
of revenue to 7% in 2023 from 8% in 2022. Reported general
and administrative expenses amounted to
US$14.6 million, up from US$13.2 million in 2022, driven by
increased staff costs and professional fees.
1 Represents operating
profit after adding back depreciation, amortisation,
non-operational items and impairment charges or deducting reversal
of impairment. This measure provides additional information in
assessing the Group's underlying performance that management is
more directly able to influence in the short term and on a basis
comparable from year to year. A reconciliation of this measure is
provided in note 31 to the financial statements.
2 Represents gross
profit after deducting reversal of impairment/adding back
impairment charges. This measure provides additional information on
the core profitability of the Group. A reconciliation of this
measure is provided in Note 31.
3 Represents general
and administrative expenses excluding depreciation and
amortisation, and other exceptional costs. A reconciliation of this
measure is provided in Note
31 to the financial statements.
Adjusted EBITDA
The adjusted EBITDA increased to
US$ 87.5 million (2022: US$ 71.5 million) which exceeded both our
initial guidance range of
US$ 75 million to US$ 83 million as well as surpassed the revised
guidance of US$ 86 million. The increase reflects improvement in
market conditions leading to higher utilisation and day
rates.
The adjusted EBITDA margin has
also increased to 58% (2022: 54%). Adjusted EBITDA is considered an
appropriate and comparable measure showing underlying performance,
that management are able to influence. Please refer to Note 31 to the consolidated financial
statements and Glossary for further details.
Finance Expense
Finance expenses increased to US$
31.4 million (2022: US$ 17.7 million) which is mainly driven by an
increase in LIBOR/SOFR rates. Further, 250 basis points of PIK
interest costs were also applied and the margin rate on the loan
increased from 3% to 4% for first quarter of the year which were
triggered by the net leverage ratio exceeding 4.0 times as at 31
December 2022. On achieving a net leverage ratio below 4:1 times,
PIK interest ceased to accrue in the second quarter of the year,
and the margin was thereafter reduced by 90 basis points to 3.1%.
This has resulted in reduction in cost of financing by 340
basis points. Attaining a net leverage ratio below 4:1 times
was crucial, allowing us to limit the number of quarters we were
charged a PIK interest to one quarter only. Key benefits of being
below 4:1 times is it allows GMS to meet its covenants, to pay
dividends and to cut some debt monitoring fees.
The accounting driven impact of
changes in fair value of the derivative (the warrants issued to the
lenders) increased to
US$ 11.1 million (2022: US$ 2.5 million) in 2023, due to the
increase in the share price of the Company. Company expects
valuation charges over par value to get reversed when the warrants
are either exercised or when they will expire, on 30 June
2025.
Earnings
Net profit for the year increased
to US$ 42.1 million compared to US$ 25.4 million reported in 2022.
The 65.7% increase in net profit was mainly driven by higher
revenue and the reversal of impairments charged in the previous
years. The increase was partially offset by an increase in finance
expenses and the accounting impact of changes in the fair value of
derivative (the warrants issued to the lenders) as explained
above.
Capital Expenditure
The Group's capital expenditure
relating to drydocking and improvements of the vessels increased to
US$ 11.3 million
(2022: US$ 9.1 million).
Cash Flow and Liquidity
During the year, the Group
delivered higher operating cash flows of US$ 94.4 million (2022:
US$ 82.6 million). This increase is primarily from higher revenues
generated during the year. The net cash outflow from investing
activities increased to US$ 12.8 million (2022: US$ 6.3
million).
The Group's net cash outflow from
financing activities was US$ 85.2 million (2022: US$ 72.3 million)
mainly comprising of repayments to the banks of US$ 56.2
million (2022: US$ 51.4 million) and interest paid of US$ 27.4
million (2022: US$ 17.5 million). The repayments towards the bank
loan of US$ 56.2 million were almost double the Group's obligation
to its lenders for 2023.
The Group has US$ 8.7 million of
available resources comprising cash and cash equivalents at the
reporting date. Further, it has an available working capital
facility of US$ 15.0 million (2022: US$
20.0 million) which can be utilised to draw down cash, of which US$
2.0 million (2022: Nil) was utilised, leaving US$ 13.0 million
(2022: US$ 20.0 million) available for drawdown. During the period,
the working capital facility was reduced by US$ 5.0 million. The
facility expires alongside the main debt facility in June
2025.
Balance Sheet
Total non-current assets at 31
December 2023 were US$
621.0 million (2022: US$ 605.3 million), following a net
impairment reversal of
US$ 33.4 million (2022: US$ 7.8 million) on some of the Group's
vessels.
The total current liabilities
increased to US$ 99.5 million from US$ 69.3 million in 2022,
primarily due to higher scheduled repayments under the loan
agreement for 2024. Additionally, trade payables and accrued
expenses increased to US$ 13.2 million
(2022: US$ 12.6 million) and US$ 16.1 million (2022: US$ 11.2
million), respectively.
The Group was in a net current
liability position as of 31 December 2023, amounting to US$ 52.1
million (2022: US$ 15.8 million). Total current assets have
decreased as receivables are converted into cash that was used to
repay the debt. Management closely monitors the Group's liquidity
position including focus on the forecasted short-term cash flows
which would be sufficient to meet the Group's current liabilities,
including the current portion of the bank borrowings which
represents the principal repayments due over the next 12 months.
The loan prepayments were also made after ensuring that forecasted
cash inflows are sufficient to meet the Group's short-term
obligations.
Total non-current liabilities
decreased as a result of reduction in bank borrowings. The increase
in equity reflects the net profit achieved during the
period.
Net Bank Debt and
Borrowings
Net bank debt reduced to US$ 267.3 million (2022: US$ 315.8 million). This
was a result of management's
commitment to accelerate deleveraging. The Group
repaid US$ 56.2 million (2022: US$ 51.4
million) towards its term loan, of which, US$
26.2 million
(2022: US$ 3.8 million) were over and above its contractual obligation for
2023. A total of US$ 33.7 million
(2022: US$ 3.8 million) was prepaid during 2023.
Going Concern
The Group is in the process of
refinancing its term facility in advance as the bullet payment
becoming due in June 2025. Management's ongoing discussions with
various lending entities are aimed at securing terms that align
with our long-term strategic objectives, ensuring continued
financial stability. Given the improved financial performance
reported during 2023 and the current high levels of utilisation
secured, combined with higher day rates, the Group expects the
financial performance to continue to improve during the assessment
period. As such, we are optimistic about the outcome of these
negotiations.
The Group's forecasts indicate
that its anticipated refinanced debt facility will provide
sufficient liquidity for its requirements for at least the next 12
months and accordingly, the consolidated financial statements for
the Group have been prepared on the going concern basis. For
further details please refer the Going Concern disclosure in Note 3
to the consolidated financial statements.
Related Party
Transactions
During the year, there were
related party transactions for catering services of US$ 0.6 million
(2022: US$ 1.2 million), overhauling services of US$ 2.4 million
(2022: US$ 1.9 million) and laboratory services of US$ 18k (2022:
US$ 7k) with affiliates of Mazrui International LLC, the Group's
second largest shareholder (25.6%).
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.
The Group is not allowed to have
any transactions with its largest shareholder, Seafox International
(29.99%) as agreed with Lenders. Further details can be found in
Note 24 of the consolidated financial statements.
Adjusting Items
The Group presents adjusted
results, in addition to the statutory results, as the Directors
consider that they provide a useful indication of performance. A
reconciliation between the adjusted non-GAAP and statutory results
is provided in Note 31 to the consolidated financial statements
with further information provided in the Glossary.
Alex Aclimandos
Chief Financial Officer
03 April 2024
GULF MARINE SERVICES
PLC
Consolidated statement of profit or loss and other
comprehensive income
For
the year ended 31 December
2023
|
Notes
|
2023
|
|
2022
|
|
|
US$'000
|
|
US$'000
|
|
|
|
|
|
Revenue
|
30,33
|
151,603
|
|
133,157
|
|
|
|
|
|
Cost of sales
|
|
(81,987)
|
|
(78,587)
|
Impairment loss of property and
equipment
|
5,30
|
(3,565)
|
|
(13,192)
|
Reversal of impairment of property
and equipment
|
5,30
|
36,993
|
|
20,980
|
Expected credit losses
|
9
|
(207)
|
|
(1,824)
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
102,837
|
|
60,534
|
|
|
|
|
|
General and administrative
expenses
|
|
(14,645)
|
|
(13,212)
|
|
|
|
|
|
Operating profit
|
|
88,192
|
|
47,322
|
|
|
|
|
|
Finance income
|
34
|
221
|
|
11
|
Impact of change in fair value of
warrants
|
11
|
(11,077)
|
|
(2,481)
|
Finance expense
|
35
|
(31,431)
|
|
(17,656)
|
Foreign exchange loss,
net
|
36
|
(987)
|
|
(138)
|
Other income
|
|
12
|
|
68
|
|
|
|
|
|
Profit for the year before taxation
|
|
44,930
|
|
27,126
|
|
|
|
|
|
Taxation charge for the
year
|
8
|
(2,862)
|
|
(1,724)
|
|
|
|
|
|
Net
profit for the year
|
|
42,068
|
|
25,402
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(expense) - items that may be
reclassified to profit or loss:
|
|
|
|
|
|
|
|
|
|
Net hedging gain reclassified to the
profit or loss
|
35
|
279
|
|
279
|
Net exchange gain / (loss) on
translation of foreign operations
|
|
343
|
|
(799)
|
|
|
|
|
|
Total comprehensive income for the year
|
|
42,690
|
|
24,882
|
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
41,342
|
|
25,326
|
Non-controlling interests
|
19
|
726
|
|
76
|
|
|
|
|
|
|
|
42,068
|
|
25,402
|
|
|
|
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
|
41,964
|
|
24,806
|
Non-controlling interests
|
19
|
726
|
|
76
|
|
|
|
|
|
|
|
42,690
|
|
24,882
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
Basic (cents per share)
|
32
|
4.07
|
|
2.49
|
Diluted (cents per share)
|
32
|
3.92
|
|
2.47
|
|
|
|
|
|
All results are derived from continuing operations in each
year. There are no discontinued operations in either
year.
The attached notes 1 to 39 form an integral part of these
consolidated financial statements.
GULF MARINE SERVICES
PLC
Consolidated statement of financial
position
As
at 31 December 2023
|
Notes
|
2023
|
|
2022
|
|
|
US$'000
|
|
US$'000
|
|
|
|
|
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property and equipment
|
5
|
606,412
|
|
592,955
|
Dry docking expenditure
|
6
|
11,204
|
|
8,931
|
Right-of-use assets
|
7
|
3,347
|
|
3,371
|
|
|
|
|
|
Total non-current assets
|
|
620,963
|
|
605,257
|
|
|
|
|
|
Current assets
|
|
|
|
|
Trade receivables
|
9
|
30,646
|
|
33,179
|
Prepayments, advances and other
receivables
|
10
|
8,057
|
|
7,722
|
Derivative financial
instruments
|
11
|
-
|
|
386
|
Cash and cash equivalents
|
12
|
8,666
|
|
12,275
|
|
|
|
|
|
Total current assets
|
|
47,369
|
|
53,562
|
|
|
|
|
|
Total assets
|
|
668,332
|
|
658,819
|
|
|
|
|
|
EQUITY AND LIABILITIES
|
|
|
|
|
Capital and reserves
|
|
|
|
|
Share capital - Ordinary
|
13
|
30,117
|
|
30,117
|
Capital redemption
reserve
|
13
|
46,445
|
|
46,445
|
Share premium account
|
13
|
99,105
|
|
99,105
|
Restricted reserve
|
14
|
272
|
|
272
|
Group restructuring
reserve
|
15
|
(49,710)
|
|
(49,710)
|
Share based payment
reserve
|
16
|
-
|
|
3,632
|
Capital contribution
|
17
|
9,177
|
|
9,177
|
Cash flow hedge reserve
|
11
|
-
|
|
(279)
|
Translation reserve
|
|
(2,542)
|
|
(2,885)
|
Retained earnings
|
|
194,703
|
|
149,712
|
|
|
|
|
|
Attributable to the owners of the
Company
|
|
327,567
|
|
285,586
|
Non-controlling interest
|
19
|
2,714
|
|
1,988
|
|
|
|
|
|
Total equity
|
|
330,281
|
|
287,574
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
21
|
35,054
|
|
27,979
|
Current tax liability
|
|
7,032
|
|
6,321
|
Bank borrowings - scheduled
repayments within one year
|
22
|
41,500
|
|
30,000
|
Lease liabilities
|
23
|
1,623
|
|
1,845
|
Derivative financial
instruments
|
11
|
14,275
|
|
3,198
|
|
|
|
|
|
Total current liabilities
|
|
99,484
|
|
69,343
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Provision for employees' end of
service benefits
|
20
|
2,395
|
|
2,140
|
Bank borrowings - scheduled
repayments more than one year
|
22
|
234,439
|
|
298,085
|
Lease liabilities
|
23
|
1,733
|
|
1,677
|
Total non-current liabilities
|
|
238,567
|
|
301,902
|
|
|
|
|
|
Total liabilities
|
|
338,051
|
|
371,245
|
|
|
|
|
|
Total equity and liabilities
|
|
668,332
|
|
658,819
|
The consolidated financial statements were approved
by the Board of Directors and authorised for issue on
03 April 2024. Registered Company 08860816. They were signed on its
behalf by:
|
|
|
|
|
|
Jyrki
Koskelo
|
|
Mansour Al
Alami
|
Independent non-executive Director
|
|
Executive Chairman
|
The attached notes 1 to 39 form an integral part of these
consolidated financial statements.
GULF MARINE SERVICES
PLC
Consolidated statement of changes in equity
For the year ended 31 December 2023
|
Share capital -
Ordinary
|
Share capital -
Deferred
|
Capital redemption
reserve
|
Share
premium
account
|
Restricted
reserve
|
Group restructuring
reserve
|
Share based payment
reserve
|
Capital
contribution
|
Cash flow hedge
reserve
|
Translation
Reserve
|
Retained
earnings
|
Attributable to the owners
of the Company
|
Non-controlling
interest
|
Total
equity
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
30,117
|
46,445
|
−
|
99,105
|
272
|
(49,710)
|
3,648
|
9,177
|
(558)
|
(2,086)
|
124,386
|
260,796
|
1,912
|
262,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
25,326
|
25,326
|
76
|
25,402
|
Other comprehensive income
for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net hedging gain on interest
hedges reclassified to the profit or loss
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
279
|
−
|
−
|
279
|
−
|
279
|
Exchange differences on foreign
operations
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
(799)
|
−
|
(799)
|
−
|
(799)
|
Total comprehensive income for the year
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
279
|
(799)
|
25,326
|
24,806
|
76
|
24,882
|
Transactions with owners of
the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital reorganisation (Note
13)
|
−
|
(46,445)
|
46,445
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
Share based payment
charge
|
−
|
−
|
−
|
−
|
−
|
−
|
45
|
−
|
−
|
−
|
−
|
45
|
−
|
45
|
Cash settlement of share- based
payments
|
−
|
−
|
−
|
−
|
−
|
−
|
(61)
|
−
|
−
|
−
|
−
|
(61)
|
−
|
(61)
|
Total transactions with owners of the
Company
|
−
|
(46,445)
|
46,445
|
−
|
−
|
−
|
(16)
|
−
|
−
|
−
|
−
|
(16)
|
−
|
(16)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
30,117
|
−
|
46,445
|
99,105
|
272
|
(49,710)
|
3,632
|
9,177
|
(279)
|
(2,885)
|
149,712
|
285,586
|
1,988
|
287,574
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
41,342
|
41,342
|
726
|
42,068
|
Other comprehensive income
for the year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net hedging gain on interest
hedges reclassified to the profit or loss
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
279
|
−
|
−
|
279
|
−
|
279
|
Exchange differences on foreign
operations
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
343
|
−
|
343
|
−
|
343
|
Total comprehensive income for the year
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
279
|
343
|
41,342
|
41,964
|
726
|
42,690
|
Transactions with owners of
the Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payment
charge
|
−
|
−
|
−
|
−
|
−
|
−
|
17
|
−
|
−
|
−
|
−
|
17
|
−
|
17
|
Transfer of share option
reserve
|
−
|
−
|
−
|
−
|
−
|
−
|
(3,649)
|
−
|
−
|
−
|
3,649
|
−
|
−
|
−
|
Total transactions with owners of the
Company
|
−
|
−
|
−
|
−
|
−
|
−
|
(3,632)
|
−
|
−
|
−
|
3,649
|
17
|
−
|
17
|
At 31 December 2023
|
30,117
|
−
|
46,445
|
99,105
|
272
|
(49,710)
|
−
|
9,177
|
−
|
(2,542)
|
194,703
|
327,567
|
2,714
|
330,281
|
Refer to Notes 13 to 19 for description of each
reserve.
The attached notes 1 to 39 form an integral part of these
consolidated financial statements.
GULF MARINE SERVICES
PLC
Consolidated statement of cashflows
For
the year ended 31 December 2023
|
Notes
|
2023
|
|
2022
|
|
|
US$'000
|
|
US$'000
|
Operating activities
|
|
|
|
|
Profit for the year
|
|
42,068
|
|
25,402
|
Adjustments for:
|
|
|
|
|
Depreciation of property and
equipment
|
5
|
24,297
|
|
23,695
|
Finance expenses
|
35
|
31,431
|
|
17,656
|
Impact of change in fair value of
warrants
|
11
|
11,077
|
|
2,481
|
Amortisation of dry-docking
expenditure
|
6
|
4,687
|
|
5,613
|
Depreciation of right-of-use
assets
|
7
|
3,188
|
|
2,635
|
Income tax expense
|
8
|
2,862
|
|
1,724
|
Net charge of expected credit
losses
|
9
|
207
|
|
1,825
|
End of service benefits
charge
|
20
|
723
|
|
270
|
Impairment loss
|
5
|
3,565
|
|
13,192
|
Reversal of impairment
|
5
|
(36,993)
|
|
(20,980)
|
End of service benefits
paid
|
20
|
(468)
|
|
(452)
|
Share-based payment
charge
|
16
|
-
|
|
45
|
Interest income
|
34
|
(221)
|
|
(11)
|
Other income
|
|
(12)
|
|
(68)
|
|
|
|
|
|
Cash flows from operating activities before movement in
working capital
|
|
86,411
|
|
73,027
|
Changes in:
|
|
|
|
|
- trade and other
receivables
|
|
2,003
|
|
5,610
|
- trade and other
payables
|
|
8,140
|
|
5,005
|
Cash generated from operations
|
|
96,554
|
|
83,642
|
|
|
|
|
|
Taxation paid
|
|
(2,151)
|
|
(1,077)
|
|
|
|
|
|
Net
cash generated from operating activities
|
|
94,403
|
|
82,565
|
|
|
|
|
|
Investing activities
|
|
|
|
|
Payments for additions of property
and equipment
|
|
(3,459)
|
|
(3,345)
|
Dry docking spend excluding drydock
accruals
|
|
(9,550)
|
|
(2,970)
|
Interest received
|
|
221
|
|
11
|
|
|
|
|
|
Net
cash used in investing activities
|
|
(12,788)
|
|
(6,304)
|
|
|
|
|
|
Financing activities
|
|
|
|
|
Repayment of bank
borrowings
|
37
|
(56,174)
|
|
(51,445)
|
Interest paid on bank
borrowings
|
|
(27,428)
|
|
(17,525)
|
Principal elements of lease
payments
|
37
|
(3,330)
|
|
(2,524)
|
Settlement of derivatives
|
37
|
327
|
|
(384)
|
Payment of issue costs on bank
borrowings
|
|
(374)
|
|
(148)
|
Interest paid on leases
|
37
|
(245)
|
|
(170)
|
Cash settled share-based
payments
|
|
-
|
|
(61)
|
Bank borrowings received
|
37
|
2,000
|
|
-
|
|
|
|
|
|
Net
cash used in financing activities
|
|
(85,224)
|
|
(72,257)
|
|
|
|
|
|
Net
(decrease) / increase in cash and cash
equivalents
|
|
(3,609)
|
|
4,004
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the
year
|
|
12,275
|
|
8,271
|
|
|
|
|
|
Cash and cash equivalents at the end of the
year
|
12
|
8,666
|
|
12,275
|
Non
- cash transactions
|
|
|
|
|
Cancellation of deferred
shares
|
|
-
|
|
(46,445)
|
Recognition of right-of-use
assets
|
|
3,231
|
|
3,122
|
Addition / (reversal) to capital
accruals
|
|
867
|
|
(9)
|
Increase in drydock
accruals
|
|
2,590
|
|
2,775
|
The attached notes 1 to 39 form an integral part of these
consolidated financial statements.
GULF MARINE SERVICES
PLC
Notes to the consolidated financial
statements
For
the year ended 31 December 2023
1
General information
Gulf Marine Services PLC ("GMS" or "the
Company") is a company which is limited by shares and is registered
and incorporated in England and Wales on 24 January 2014. The
Company is a public limited company with operations mainly in the
Arabian Peninsula region and Europe. The address of the registered
office of the Company is 107 Hammersmith Road, London, United
Kingdom, W14 0QH. The registered number of the Company is 08860816.
The shareholder pattern of the Group is disclosed in the annual
report.
The principal activities of GMS and its
subsidiaries (together referred to as "the Group") are chartering
and operating a fleet of specially designed and built vessels. All
information in the notes relate to the Group, not the Company
unless otherwise stated.
The Company and its subsidiaries are engaged
in providing self-propelled, self-elevating support vessels, which
provide a stable platform for delivery of a wide range of services
throughout the total lifecycle of offshore oil, gas and renewable
energy activities and which are capable of operations in the
Arabian Peninsula, Europe and other regions.
The financial information for the year ended
31 December 2022 does not constitute statutory accounts as defined
in section 434 of the Companies Act 2006. A copy of the statutory
accounts for that year has been delivered to the Registrar of
Companies. The independent auditor's report on the full financial
statements for the year ended
31 December 2022 was unqualified, did not draw attention to any
matters by way of emphasis and did not include a statement under
Section s498 (2) or (3) of the 2006 Companies Act.
The preliminary announcement does not
constitute the Group's statutory accounts for the year ended 31
December 2023, but is derived from those accounts. Statutory
accounts for the year ended 31 December 2023 were approved by the
Directors on 03 April 2024 and will be delivered to the Registrar
of Companies following the Company's Annual General Meeting. The
independent auditor's report on those financial statements was
unqualified, did not draw attention to any matters by way of
emphasis and did not include a statement under Section s498 (2) or
(3) of the 2006 Companies Act.
The 2023 Annual Report will be posted to
shareholders in advance of the Annual General Meeting.
While the financial information included in
this preliminary announcement has been prepared in accordance with
the recognition and measurement criteria of International Financial
Reporting Standards ("IFRSs"), this announcement does not itself
contain sufficient information to comply with the disclosure
aspects of IFRSs.
The consolidated preliminary announcement of
the Group has been prepared in accordance with IFRSs, IFRIC
interpretations and the Companies Act 2006 applicable to companies
reporting under IFRSs. The consolidated financial information has
been prepared under the historical cost convention, as modified by
the revaluation of derivative financial instruments at fair
value.
2
Adoption of new and revised International Financial Reporting
Standards (IFRS)
The accounting policies and
methods of computation adopted in the preparation of these
consolidated financial statements are consistent with those
followed in the preparation of the Group's consolidated annual
financial statements for the year ended 31 December 2022, except
for the adoption of new standards and interpretations effective as
at 1 January 2023.
GULF MARINE SERVICES
PLC
Notes to the consolidated financial statements
(continued)
For
the year ended 31 December 2023
2
Adoption of new and revised International Financial Reporting
Standards (IFRS) (continued)
New and revised IFRSs
The following new and revised
IFRSs have been adopted in these consolidated financial statements.
The application of these new and revised IFRSs has not had any
material impact on the amounts reported for the current and prior
years but may affect the accounting for future transactions or
arrangements.
|
Effective for
annual periods
beginning on or after
|
IFRS 17 Insurance Contracts
|
1 January 2023
|
Amendments to IAS 1 Presentation of Financial Statements
and IFRS Practice Statement 2 Making Materiality
Judgements-Disclosure of Accounting Policies
|
1 January 2023
|
Amendments to IAS 8 Accounting Policies Changes in Accounting
Estimates and Errors-Definition of Accounting
Estimates
|
1 January 2023
|
Amendments to IAS 12 Income Taxes-Deferred Tax related to
Assets and Liabilities arising from a Single Transaction
|
1 January 2023
|
Amendments to IAS 12 International tax reform -Pillar two
model rules
|
23 May 2023
|
New and revised IFRSs in issue but not yet
effective
At the date of authorisation of
these consolidated financial statements, the following new and
revised IFRSs were in issue but not yet effective:
|
Effective
for
annual
periods
beginning on or
after
|
Amendments to IAS 1 Classification of Liabilities as Current or
Non-Current and Non-Current Liabilities with
Covenants
|
1 January 2024
|
Amendments to IAS 7 and IFRS 7
Supplier Finance Arrangements
|
1 January 2024
|
Amendments to IFRS 16 Lease Liability in a Sale and
Leaseback
|
1 January 2024
|
Amendments to IAS 21 Lack of Exchangeability
|
1 January 2025
|
Amendments to IFRS 10 and IAS 28 Sale or
Contribution of Assets between an Investor and its Associate or
Joint Venture
|
Optional
|
Management anticipates that these
new standards, interpretations and amendments will be adopted in
the Group's consolidated financial statements as and when they are
applicable and the impact of adoption of these new standards,
interpretations and amendments is currently being assessed on the
consolidated financial statements of the Group before the period of
initial application.
3
Material accounting policies
The Group's material accounting policies
adopted in the preparation of these consolidated financial
statements are set out below. Except as noted in Note 2, these policies have been
consistently applied to each of the years presented. During the
year we amended the presentation of the change in fair value of the
warrants in the consolidated statement of profit or loss and other
comprehensive income to provide better information to the users of
the consolidated financial statements. Please see note 39 for
further information.
Statement of
compliance
The consolidated financial statements have
been prepared in accordance with UK-adopted international
accounting standards in conformity with the requirements of the
Companies Act 2006.
Basis of
preparation
The consolidated financial statements have
been prepared on the historical cost basis, except for 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.
3
Material accounting policies (continued)
For financial reporting purposes, fair value
measurements are categorised into Level 1, 2 or 3 based on the
degree to which the inputs to the fair value measurements are
observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as
follows:
· Level 1 inputs are quoted prices (unadjusted) in active
markets for identical assets or liabilities that the entity can
access at the measurement date;
· Level 2 inputs are inputs, other than quoted prices included
within Level 1, that are observable for the asset or liability,
either directly or indirectly; and
· Level 3 inputs are unobservable inputs for the asset or
liability.
The principal accounting policies adopted are
set out below.
Going
concern
The Directors have assessed the
Group's financial position through to June 2025 and hold a
reasonable expectation of its ability to continue as going concern
for the foreseeable future. With three consecutive years of
reported profit and a forecast of continued positive operating cash
flows, particularly in light of the market outlook, the Group
remains well-positioned for sustained success.
During the year, the Group made a
repayment of US$ 56.2 million (2022: US$ 51.4 million) towards its
borrowings, of which, US$ 26.2 million (2022: US$ 3.8 million) were
over and above its contractual obligations, resulting in a
reduction in the current ratio. A total of US$ 33.7 million (2022:
US$ 3.8 million) was prepaid during 2023. Hence, the Group was in a
net current liability position as of 31 December 2023, amounting to
US $52.1 million (2022: US$15.8 million). Management closely
monitors the Group's liquidity position including focus on the
forecasted short-term cash flows which would be sufficient to meet
the Group's current liabilities, including the current portion of
the bank borrowings which represents the principal repayments due
over the next 12 months. The loan prepayments were also made after
ensuring that forecasted cash inflows are sufficient to meet the
Group's short-term obligations.
The Group also has a revolving
working capital facility which amounts to US$ 40.0 million (31
December 2022: US$ 45.0 million). US$ 25.0 million (31 December
2022: US$ 25.0 million) of the working capital facility is
allocated to performance bonds and guarantees and US$ 15.0 million
(31 December 2022: US$ 20 million) is allocated to funded portion,
of which US$ 2.0 million was utilised as of 31 December 2023,
leaving US$ 13.0 million available for drawdown (31 December 2022:
US$ 20.0 million). The working capital facility expires alongside
the main debt facility in June 2025.
The Group is in the process of refinancing its
term facility in advance as the bullet payment becomes due in June
2025. Management's ongoing discussions with various lending
entities are aimed at securing terms that align with our long-term
strategic objectives, ensuring continued financial stability. Given
the improved financial performance reported during 2023 and the
current high levels of utilisation secured, combined with higher
day rates, the Group expects the financial performance to continue
to improve. As such, we are optimistic about the outcome of these
negotiations.
The forecast used for Going Concern reflects
management's key assumptions including those around utilisation,
vessel day rates on a vessel-by-vessel basis and refinancing of its
term facility during latter half of the coming year. Specifically,
these assumptions are:
· average day
rates across the fleet are assumed to be US$ 34.0k for the 18-month
period to 30 June 2025;
· 94% forecast
utilisation for the 18-month period to 30 June 2025;
· pipeline of
tenders and opportunities for new contracts that would commence
during the forecast period.
3
Material accounting policies
(continued)
Going
concern (continued)
A downside case was prepared using the
following assumptions:
· no work-to-win
during the 18-months period to 30 June 2025;
· 17 percentage
points reduction in utilisation for the 18-months period to 30 June
2025;
· interest rate to
remain at current levels instead of a forecasted decline of 25
basis points commencing second quarter of 2024.
Based on the above scenario, the Group would
not be in breach of its current term loan facility. The downside
case is considered to be severe, but it would still leave the Group
with US$ 7.9 million of liquidity and in compliance with the
covenants under the Group's banking facilities throughout the
assessment period.
In addition to the above downside sensitivity,
the Directors have also considered a reverse stress test, where
EBITDA has been sufficiently reduced to breach debt
covenant. This scenario assumes a
substantial increase in operational downtime to 7%, compared to the
base case cashflows with a 2.5% operational downtime.
The significant increase in operational downtime for 2024 would
result in breach of the Finance Service Cover ratio as at 31
December 2024.
Should circumstances arise that differ from
the Group's projections, the Directors believe that a number of
mitigating actions can be executed successfully in the necessary
timeframe to meet debt repayment obligations as they become due and
in order to maintain liquidity. Potential mitigating actions
include the vessels off hire for prolonged periods could be cold
stacked to minimise operating costs on these vessels which has been
factored into the downside case. Additional mitigations could be
considered including but not limited to reduction in overhead
costs, relaxation / waiver from covenant compliance and
rescheduling of repayments with lenders.
Management is aware of the broader operating
context and acknowledges the potential impact of climate change on
the Group's consolidated financial statements. However, it is
anticipated that the effect of climate change will be negligible
during the going concern assessment period.
After considering reasonable risks and
potential downsides, the Group's forecasts suggest that its bank
facilities, combined with increased utilization at higher day rates
and a pipeline of near-term opportunities for additional work, will
provide sufficient liquidity to meet its needs in the foreseeable
future. Accordingly, the consolidated financial statements for the
Group for the year ended 31 December 2023 have been prepared on a
going concern basis.
3
Material accounting policies (continued)
Basis of consolidation
These consolidated financial
statements incorporate the financial statements of GMS and
subsidiaries controlled by GMS. The Group has assessed the control
which GMS has over its subsidiaries in accordance with IFRS 10
Consolidated Financial
Statements, which provides that an investor controls an
investee when the investor is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the
investee.
Details of GMS's subsidiaries at
31 December 2023 and 2022 are as follows:
|
|
|
Proportion of Ownership
Interest
|
|
Name
|
Place of
Registration
|
Registered Address
|
2023
|
2022
|
Type of Activity
|
|
|
|
|
|
|
Gulf Marine Services
W.L.L.
|
United
Arab Emirates
|
Office 403, International Tower,
24th Karama Street, P.O. Box 46046, Abu Dhabi, United
Arab Emirates
|
100%
|
100%
|
Marine Contractor
|
Gulf Marine Services W.L.L. -
Qatar Branch
|
United
Arab Emirates
|
Office 403, International Tower,
24th Karama Street, P.O. Box 46046, Abu Dhabi, United
Arab Emirates
|
100%
|
100%
|
Marine Contractor
|
GMS Global Commercial Invt
LLC
|
United
Arab Emirates
|
Office 403, International Tower,
24th Karama Street, P.O. Box 46046, Abu Dhabi, United
Arab Emirates
|
100%
|
100%
|
General Investment
|
Gulf Marine Middle East
FZE
|
United
Arab Emirates
|
ELOB, Office No. E-16F-04, P.O.
Box 53944, Hamriyah Free Zone,
Sharjah
|
100%
|
100%
|
Operator of offshore
barges
|
Gulf Marine Saudi Arabia Co.
Limited
|
Saudi
Arabia
|
King Fahad Road, Al
Khobar,
Eastern Province , P.O. Box
31411
Kingdom Saudi Arabia
|
75%
|
75%
|
Operator of offshore
barges
|
Gulf Marine Services
LLC
|
Qatar
|
41 Floor, Tornado Tower, West Bay,
Doha, Qatar, POB 6689
|
100%
|
100%
|
Marine Contractor
|
Gulf Marine Services (UK)
Limited
|
United
Kingdom
|
c/o MacKinnon's, 14 Carden Place,
Aberdeen, AB10 1UR
|
100%
|
100%
|
Operator of offshore
barges
|
GMS Jersey Holdco. 1*
Limited
|
Jersey
|
12 Castle Street, St. Helier,
Jersey,
JE2 3RT
|
100%
|
100%
|
General Investment
|
GMS Jersey Holdco. 2
Limited
|
Jersey
|
12 Castle Street, St. Helier,
Jersey,
JE2 3RT
|
100%
|
100%
|
General Investment
|
Offshore Holding Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Holding Company
|
Offshore Accommodation Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Dormant
|
3
Material accounting policies (continued)
|
Basis of
consolidation (continued)
|
|
|
|
Proportion of Ownership
Interest
|
|
Name
|
Place of
Registration
|
Registered Address
|
2023
|
2022
|
Type of Activity
|
|
|
|
|
|
|
Offshore Jack-up Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Kamikaze"
|
Offshore Structure Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Kikuyu"
|
Offshore Craft Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "GMS Endeavour"
|
Offshore Maritime Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Dormant
|
Offshore Tugboat Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Dormant
|
Offshore Boat Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Kawawa"
|
Offshore Kudeta Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Kudeta"
|
GMS Endurance Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Endurance"
|
GMS Enterprise Investment SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Enterprise"
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
3
Material accounting policies (continued)
|
Basis of
consolidation (continued)
|
|
|
|
Proportion of Ownership
Interest
|
|
Name
|
Place of
Registration
|
Registered Address
|
2023
|
2022
|
Type of Activity
|
|
|
|
|
|
|
|
|
|
|
|
|
GMS Sharqi Investment SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Sharqi"
|
GMS Scirocco Investment SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Scirocco"
|
GMS Shamal Investment SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Shamal"
|
GMS Keloa Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Keloa"
|
GMS Pepper Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Pepper"
|
GMS Evolution Invt SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama,
Republic of Panama
|
100%
|
100%
|
Owner of Barge "Evolution"
|
GMS Phoenix Investment SA
|
Panama
|
Bloc Office Hub, Fifth Floor, Santa Maria Business
District, Panama, Republic of Panama
|
100%
|
100%
|
Dormant
|
Mena Marine Limited**
|
Cayman Islands
|
Ugland House, Grand Cayman, KY1-1104, Cayman
Islands, P.O. Box 309
|
0%
|
100%
|
General investment and trading
|
Gulf Marine Services (Asia) Pte. Limited
|
Singapore
|
1 Scotts Road, #21-07, Shaw Centre, Singapore,
228208
|
100%
|
100%
|
Operator of offshore barges
|
Gulf Marine Services (Asia) Pte. Limited - Qatar
branch
|
Qatar
|
22 Floor, Office 22, Tornado Tower, Majilis Al
Tawoon Street, P.O. Box 27774, Doha, Qatar
|
100%
|
100%
|
Operator of offshore barges
|
* Held directly by Gulf Marine
Services PLC.
** The subsidiary wound up on 29
December 2023.
3
Material accounting policies (continued)
|
Basis of
consolidation (continued)
|
The results of subsidiaries acquired or
disposed of during the year are included in the consolidated
statement of profit or loss and other comprehensive income from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
Where necessary, adjustments are made to the
results of subsidiaries to bring their accounting policies in line
with those used by other members of the Group. All intra-group
transactions, balances, income and expenses are eliminated in full
on consolidation.
Non-controlling interests in subsidiaries are
identified separately from the Group's equity therein. The
interests of non-controlling shareholders are initially measured
either at fair value or at the non-controlling interests'
proportionate share of the fair value of the acquiree's
identifiable net assets. The choice of measurement basis is made on
an acquisition-by-acquisition basis. Subsequent to acquisition, the
carrying amount of non-controlling interests is the amount of those
interests at initial recognition plus the non-controlling
interests' share of subsequent changes in equity. Total
comprehensive income is attributed to non-controlling interests
even if this results in the non-controlling interests having a
deficit balance.
Changes in the Group's interests in subsidiaries
that do not result in a loss of control are accounted for as equity
transactions. The carrying amounts of the Group's interests and the
non-controlling interests are adjusted to reflect the changes in
their relative interests in the subsidiaries. Any difference
between the amount by which the non-controlling interests are
adjusted and the fair value of the consideration paid or received
is recognised directly in equity and attributed to owners of the
Group. Acquisitions of subsidiaries and businesses are accounted
for using the acquisition method. The consideration for each
acquisition is measured at the aggregate of the fair values (at the
date of exchange) of assets given, liabilities incurred or assumed,
and equity instruments issued by the Group in exchange for control
of the acquiree. Acquisition-related costs are recognised in profit
or loss as incurred. Fair value is determined as the amount
for which an asset could be exchanged, or a liability transferred,
between knowledgeable, willing parties in an arm's length
transaction.
The acquiree's identifiable assets, liabilities and
contingent liabilities that meet the conditions for recognition
under IFRS 3 (2008) are recognised at their fair value at the
acquisition date.
When the Group loses control of a subsidiary, the
profit or loss on disposal is calculated as the difference between
(i) the aggregate of the fair value of the consideration received
and the fair value of any retained interest and (ii) the previous
carrying amount of the assets (including goodwill), and liabilities
of the subsidiary and any non-controlling interests. Amounts
previously recognised in other comprehensive income in relation to
the subsidiary are accounted for (i.e. reclassified to profit or
loss or transferred directly to retained earnings) in the same
manner as would be required if the relevant assets or liabilities
were disposed of. The fair value of any investment retained in the
former subsidiary at the date when control is lost is regarded as
the fair value on initial recognition for subsequent accounting
under IFRS 9 Financial Instruments: Recognition and Measurement or,
when applicable, the cost on initial recognition of an investment
in an associate or jointly controlled entity.
Revenue
recognition
The Group recognises revenue from contracts
with customers as follows:
· Charter
revenue;
· Lease
income;
· Revenue from
messing and accommodation services;
· Manpower
income;
· Maintenance
income;
· Contract
mobilisation revenue;
· Contract
demobilisation revenue; and
· Sundry
income.
Revenue is measured as the fair value of the
consideration received or receivable for the provision of services
in the ordinary course of business, net of trade discounts, volume
rebates, and sales taxes excluding amounts collected on behalf of
third parties. Revenue is recognised when control of the services
is transferred to the customer.
3
Material accounting policies (continued)
Revenue
recognition (continued)
Consequently, revenue for the provision of services
is recognised either:
· Over time during
the period that control incrementally transfers to the customer and
the customer simultaneously receives and consumes the benefits. The
Group has applied the practical expedient and recognises revenue
over time in accordance with IFRS 15 i.e. the amount at which the
Group has the right to invoice clients.
· Wholly at a
single point in time when GMS has completed its performance
obligation.
Revenue
recognised over time
The Group's activities that require revenue
recognition over time includes the following performance
obligation:
Performance
obligation 1 - Charter revenue, contract mobilisation revenue,
revenue from messing and accommodation services, and manpower
income
Chartering of vessels, mobilisations, messing
and accommodation services and manpower income are considered to be
a combined performance obligation as they are not separately
identifiable and the Group's clients cannot benefit from these
services on their own or together with other readily available
resources. This performance obligation, being the service element
of client contracts, is separate from the underlying lease
component contained within client contracts which is recognised
separately.
Revenue is recognised for certain mobilisation
related reimbursable costs. Each reimbursable item and amount is
stipulated in the Group's contract with the customer. Reimbursable
costs are included in the performance obligation and are recognised
as part of the transaction price, because the Group is the primary
obligor in the arrangement, has discretion in supplier selection
and is involved in determining product or service
specifications.
Performance
obligation 2 - Sundry income
Sundry income that relates only specifically to
additional billable requirements of charter hire contracts are
recognised over the duration of the contract. For the component of
sundry income that is not recognized over time, the performance
obligation is explained below.
Revenue
recognised at a point in time
The Group's activities that require revenue
recognition at a point in time include the following performance
obligations.
Performance
obligation 1 - Contract demobilisation revenue
Lump-sum fees received for equipment moves
(and related costs) as part of demobilisations are recognised when
the demobilisation has occurred at a point in time.
Performance
obligation 2 - Sundry income
Includes in Sundry income are handling charges,
which are applied to costs paid by the Group and then recharged to
the customer. The revenue is recognised when the costs are
recharged to customers as this is when the performance obligation
is fulfilled and control has passed to the customer.
Deferred and
accrued revenue
Clients are typically billed on the last day of
specific periods that are contractually agreed upon. Where there is
delay in billing, accrued revenue is recognised in trade and other
receivables for any services rendered where clients have not yet
been billed (see Note
9).
As noted above, lump sum payments are sometimes
received at the outset of a contract for equipment moves or
modifications. These lump sum payments give rise to deferred
revenue in trade and other payables (see Note 21).
3
Material accounting policies (continued)
Leases
The Group as
lessee
The Group assesses whether a contract is or contains
a lease, at inception of the contract. The Group recognises a
right-of-use asset and a corresponding lease liability with respect
to all lease arrangements in which it is the lessee, except for
certain short-term leases (defined as leases with a lease term of
12 months or less) and leases of low value assets.
Low value assets have a low value purchase price
when new, typically $5,000 or less, and include items such as
tablets and personal computers, small items of office furniture and
telephones. For these leases, the Group recognises the lease
payments as an operating expense on a straight-line basis over the
term of the lease unless another systematic basis is more
representative of the time pattern in which economic benefits from
the leased assets are consumed. Leases of operating equipment
linked to commercial contracts are recognised to match the length
of the contract even where the contract term is less than 12
months.
The lease liability is initially measured at the
present value of the lease payments that are not paid at the
commencement date, discounted by using the Group's incremental
borrowing rate. This is the rate that would be available on a loan
with similar conditions to obtain an asset of a similar value.
Lease payments included in the measurement of the
lease liability comprise:
· Fixed lease
payments (including in-substance fixed payments), less any lease
incentives receivable;
· Variable lease
payments that depend on an index or rate, initially measured using
the index or rate at the commencement date;
· The amount
expected to be payable by the lessee under residual value
guarantees;
· The exercise
price of purchase options, if the lessee is reasonably certain to
exercise the options; and
· Payments of
penalties for terminating the lease if the lease term reflects the
exercise of an option to terminate the lease.
The lease liability is presented as a separate line
in the consolidated statement of financial position.
The lease liability is subsequently measured by
increasing the carrying amount to reflect interest on the lease
liability (using the effective interest method) and by reducing the
carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes
a corresponding adjustment to the related right-of-use asset)
whenever:
· The lease term
has changed or there is a significant event or change in
circumstances resulting in a change in the assessment of exercise
of a purchase option, in which case the lease liability is
remeasured by discounting the revised lease payments using a
revised discount rate.
· The lease
payments change due to changes in an index or rate or a change in
expected payment under a guaranteed residual value, in which cases
the lease liability is remeasured by discounting the revised lease
payments using an unchanged discount rate (unless the lease
payments change is due to a change in a floating interest rate, in
which case a revised discount rate is used).
· A lease contract
is modified and the lease modification is not accounted for as a
separate lease, in which case the lease liability is remeasured
based on the lease term of the modified lease by discounting the
revised lease payments using a revised discount rate at the
effective date of the modification.
There were no such remeasurements made during the
year (2022: nil).
The right-of-use assets comprise the initial
measurement of the corresponding lease liability, lease payments
made at or before the commencement day, less any lease incentives
received and any initial direct costs. They are subsequently
measured at cost less accumulated depreciation and impairment
losses.
Whenever the Group incurs an obligation for costs to
dismantle and remove a leased asset, restore the site on which it
is located or restore the underlying asset to the condition
required by the terms and conditions of the lease, a provision is
recognised and measured under IAS 37. To the extent that the costs
relate to a right-of-use asset, the costs are included in the
related right-of-use asset, unless those costs are incurred to
produce inventories.
3
Material accounting policies (continued)
Leases
(continued)
The Group as
lessee (continued)
Right-of-use assets are depreciated over the shorter
period of lease term and useful life of the underlying asset. If a
lease transfers ownership of the underlying asset or the cost of
the right-of-use asset reflects that the Group expects to exercise
a purchase option, the related right-of-use asset is depreciated
over the useful life of the underlying asset. The depreciation
starts at the commencement date of the lease.
The right-of-use assets are presented as a separate
line in the consolidated statement of financial position. The Group
applies IAS 36 to determine whether a right-of-use asset is
impaired and accounts for any identified impairment loss as
described in the 'Property and Equipment' policy.
As a practical expedient, IFRS 16 permits a
lessee not to separate non-lease components, and instead account
for any lease and associated non-lease components as a single
arrangement. The Group has not used this practical expedient. For a
contract that contains a lease component and one or more additional
lease or non-lease components, the Group allocates the
consideration in the contract to each lease component on the basis
of the relative stand-alone price of the lease component and the
aggregate stand-alone price of the non-lease components.
The Group as
a lessor
At inception or on modification of a contract that
contains a lease component, the Group allocates the consideration
in the contract to each lease component on the basis of their
relative stand‑ alone prices.
When the Group acts as a lessor, it determines at
lease inception whether each lease is a finance lease or an
operating lease.
To classify each lease, the Group makes an overall
assessment of whether the lease transfers substantially all of the
risks and rewards incidental to ownership of the underlying asset.
If this is the case, then the lease is a finance lease; if not,
then it is an operating lease. As part of this assessment, the
Group considers certain indicators such as whether the lease is for
the major part of the economic life of the asset.
When the Group is an intermediate lessor, it
accounts for its interests in the head lease and the sub‑lease
separately. It assesses the lease classification of a sub‑lease
with reference to the right‑of‑use asset arising from the head
lease, not with reference to the underlying asset. If a head lease
is a short‑term lease to which the Group applies the exemption
described above, then it classifies the sub‑lease as an operating
lease.
The Group's contracts with clients contain an
underlying lease component separate to the service element. These
leases are classified as operating leases and the income is
recognised on a straight line basis over the term of the lease.
The Group applies IFRS 15 to allocate consideration
under each component based on its standalone selling price. The
standalone selling price of the lease component is estimated using
a market assessment approach by taking the market rate, being the
contract day rate and deducting all other identifiable components,
creating a residual amount deemed to be the lease element.
Property and
equipment
Property and equipment is stated at cost which
includes capitalised borrowing costs less accumulated depreciation
and accumulated impairment losses (if any). The cost of property
and equipment is their purchase cost together with any incidental
expenses of acquisition. Subsequent expenditure incurred on vessels
is capitalised where the expenditure gives rise to future economic
benefits in excess of the originally assessed standard of
performance of the existing assets.
The costs of contractual equipment modifications or
upgrades to vessels that are permanent in nature are capitalised
and depreciated in accordance with the Group's fixed asset
capitalisation policy. The costs of moving equipment while not
under contract are expensed as incurred.
Depreciation is recognised so as to write-off the
cost of property and equipment less their estimated residual values
over their useful lives, using the straight-line method. The
estimated residual values of vessels and related equipment are
determined taking into consideration the expected scrap value of
the vessel, which is calculated based on the weight and the market
rate of steel at the time of asset purchase.
3
Material accounting policies (continued)
Property and
equipment (continued)
If the price per unit of steel at the balance sheet
date varies significantly from that on date of purchase, the
residual value is reassessed to reflect changes in market
value.
The estimated useful lives used for this
purpose are:
Vessels*
|
35 years
|
Vessel spares,
fittings and other equipment*
|
3 - 20
years
|
Others**
|
3 - 5
years
|
Taking into consideration independent professional
advice, management considers the principal estimated useful lives
of vessels for the purpose of calculating depreciation to be 35
years from the date of construction of the vessel.
*Depreciation of
these assets is charged to cost of sales.
**
Depreciation of these assets is
charged to general and administrative expenses.
The estimated useful life depends
on the type and nature of the vessel. The estimated useful lives,
residual values and depreciation method are reviewed at each year
end, with the effect of any changes in estimate accounted for on a
prospective basis.
The gain or loss arising on the disposal or
retirement of an item of property and equipment is determined as
the difference between the sale proceeds and the carrying amount of
the asset and is recognised within administrative expenses in the
profit or loss. The depreciation charge for the year is allocated
between cost of sales and administrative expenses, depending on the
usage of the respective assets.
Dry
docking
Dry docking costs are costs of repairs and
maintenance incurred on a vessel to ensure compliance with
applicable regulations and to maintain certification for vessels.
The cost incurred for periodical dry docking or major overhauls of
the vessels are identified as a separate inherent component of the
vessels. These costs depreciate on a straight-line basis over the
period to the next anticipated dry docking being approximately 30
months. Costs incurred outside of the dry docking period which
relate to major works, overhaul / services, that would normally be
carried out during the dry docking, as well as surveys, inspections
and third party maintenance of the vessels are initially treated as
capital work-in-progress ("CWIP") of the specific vessel. Following
the transfer of these balances to property and equipment,
depreciation commences at the date of completion of the survey.
Costs associated with equipment failure are recognised in the
profit and loss as incurred.
Capital
work-in-progress
Properties and vessels under the course of
construction, are carried at cost, less any recognised impairment
loss. Cost includes professional fees and, for qualifying assets,
borrowing costs capitalised in accordance with the Group's
accounting policy. Depreciation of these assets, on the same basis
as other property assets, commences when the assets are ready for
their intended use.
Impairment of
tangible assets
At the end of each reporting period, the Group
reviews the carrying amounts of its tangible assets to determine
whether there is any indication that those assets have suffered an
impairment loss or impairment reversal.
If any such indication exists, the recoverable
amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). When it is not possible to
estimate the recoverable amount of an individual asset, the Group
estimates the recoverable amount of the cash-generating unit to
which the asset belongs. When a reasonable and consistent basis of
allocation can be identified, corporate assets are also allocated
to individual cash-generating units, or otherwise they are
allocated to the smallest group of cash-generating units for which
a reasonable and consistent allocation basis can be identified. The
Group also has separately identifiable equipment which are
typically interchangeable across vessels and where costs can be
measured reliably. These assets are not included as part of the
cash generating unit.
3
Material accounting policies (continued)
Property and
equipment (continued)
Impairment of
tangible assets (continued)
Recoverable amount is the higher of fair value less
costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value
using a pre-tax discount rate. The discount rate reflects risk free
rates of returns as well as specific adjustments for country risk
in the countries the Group operates in, adjusted for a Company
specific risk premium, to determine an appropriate discount
rate.
If the recoverable amount of an asset (or
cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or cash-generating unit)
is reduced to its recoverable amount. An impairment loss is
recognised immediately in profit or loss.
When an impairment loss subsequently reverses, the
carrying amount of the asset (or a cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so
that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been
recognised for the asset (or cash-generating unit) in prior years.
A reversal of an impairment loss is recognised immediately in
profit or loss.
Borrowing
costs
Borrowing costs directly attributable to the
acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to
get ready for their intended use or sale, are added to the cost of
those assets, until such time as the assets are substantially ready
for their intended use or sale.
All other borrowing costs are recognised in
profit or loss in the period in which they are incurred.
Provisions
Provisions are recognised when the Group has a
present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation.
The amount recognised as a provision is the
best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account
the risks and uncertainties surrounding the obligation. Where a
provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of
those cash flows (when the effect of the time value of money is
material).
When some or all of the economic benefits
required to settle a provision are expected to be recovered from a
third party, the receivable is recognised as an asset if it is
virtually certain that reimbursement will be received and the
amount of the receivable can be measured reliably.
Employees'
end of service benefits
In accordance with Labour Laws of some of the
countries in which we operate, the Group is required to provide for
End of Service Benefits for certain employees.
The only obligation of the Group with respect
to end of service benefits is to make the specified lump-sum
payments to employees, which become payable when they leave the
Group for reasons other than gross misconduct but may be paid
earlier at the discretion of the Group. The amount payable is
calculated as a multiple of a pre-defined fraction of basic salary
based on the number of full years of service.
To meet the requirement of the laws of the
countries in which we operate, a provision is made for the full
amount of end of service benefits payable to qualifying employees
up to the end of the reporting period. The provision relating to
end of service benefits is disclosed as a non-current liability.
The provision has not been subject to a full actuarial valuation or
discounted as the impact would not be material.
The actual payment is typically made in the
year of cessation of employment of a qualifying employee but may be
pre-paid. If the payment is made in the year of cessation of
employment, the payment for end of service benefit will be made as
a lump-sum along with the full and final settlement of the
employee.
3
Material accounting policies (continued)
Employees'
end of service benefits (continued)
The total expense recognised in profit or loss
of US$ 0.7 million (2022: US$ 0.3 million) (Note 20) represents the
end of service benefit provision made for employees in accordance
with the labour laws of companies where we operate.
Foreign
currencies
The Group's consolidated financial statements
are presented in US Dollars (US$), which is also the functional
currency of the Company. All amounts have been rounded to the
nearest thousand, unless otherwise stated. For each entity, the
Group determines the functional currency and items included in the
financial statements of each entity are measured using that
functional currency.
In preparing the financial statements of the
individual companies, transactions in currencies other than the
entity's functional currency (foreign currencies) are recorded at
the rates of exchange prevailing at the dates of the
transactions.
At the end of each reporting period, monetary
items denominated in foreign currencies are retranslated at the
rates prevailing at that date. Non-monetary items carried at fair
value that are denominated in foreign currencies are retranslated
at the rates prevailing at the date when the fair value was
determined. Non-monetary items that are measured in terms of
historical cost in a foreign currency are not
retranslated.
Exchange differences are recognised in profit
or loss in the period in which they arise, except for exchange
differences on monetary items receivable from or payable to a
foreign operation for which settlement is neither planned nor
likely to occur, which form part of the net investment in a foreign
operation, and which are recognised in the foreign currency
translation reserve and recognised in profit or loss on disposal of
the net investment.
For the purpose of presenting consolidated
financial information, the assets and liabilities of the Group's
subsidiaries are expressed in US$ using exchange rates prevailing
at the end of the reporting period. Income and expense items are
translated at the average exchange rates for the period, unless
exchange rates fluctuated significantly during that period, in
which case the exchange rates at the dates of the transactions are
used. Exchange differences arising, if any, are recognised in other
comprehensive income and accumulated in equity (attributed to
non-controlling interests as appropriate).
On the disposal of a foreign operation (i.e. a
disposal of the Group's entire interest in a foreign operation, or
a disposal involving loss of control over a subsidiary that
includes a foreign operation, loss of joint control over a jointly
controlled entity that includes a foreign operation, or loss of
significant influence over an associate that includes a foreign
operation), all of the accumulated exchange differences in respect
of that operation attributable to the Group are reclassified to
profit or loss. Any exchange differences that have previously been
attributed to non-controlling interests are derecognised, but they
are not reclassified to profit or loss.
Adjusting
items
Adjusting items are significant items of
income or expense in cost of sales, general and administrative
expenses, and net finance costs, which individually or, if of a
similar type, in aggregate, are relevant to an understanding of the
Group's underlying financial performance because of their size,
nature or incidence. Adjusting items together with an explanation
as to why management consider them appropriate to adjust are
disclosed separately in Note 31. The Group believes that these
items are useful to users of the Group's consolidated financial
statements in helping them to understand the underlying business
performance through alternate performance measures that are used to
derive the Group's principal non-GAAP measures of adjusted Earnings
Before Interest, Taxes, Depreciation, and Amortisation ("EBITDA"),
adjusted EBITDA margin, adjusted gross profit/(loss), adjusted
operating profit/(loss), adjusted net profit/(loss) and adjusted
diluted earnings/(loss) per share, all of which are before the
impact of adjusting items and which are reconciled from operating
profit/(loss), profit/(loss) before taxation and diluted
earnings/(loss) per share. Adjusting items include but are not
limited to reversal of impairment credits/(impairment charges),
restructuring costs, exceptional legal & tax costs, and
non-operational finance related costs.
3
Material accounting policies (continued)
Taxation
Income tax expense represents the sum of the tax
currently payable.
Current
tax
The tax currently payable is based on taxable
profit for each subsidiary based on the jurisdiction in which it
operates. Current tax comprises the expected tax payable or
receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous
years. The amount of current tax payable or receivable is the best
estimate of the tax amount expected to be paid or received that
reflects uncertainty related to income taxes, if any. It is
measured using tax rates enacted or substantively enacted at the
reporting date.
Deferred
tax
Deferred tax is recognised on temporary
differences between the carrying amounts of the assets and
liabilities in the consolidated financial statements and the
corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable
temporary differences.
Deferred tax assets are generally recognised
for all deductible temporary differences to the extent that it is
probable that taxable profits will be available against which those
deductible temporary differences can be utilised. Such deferred tax
assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are recognised for
taxable temporary differences arising on investments in
subsidiaries and associates, and interests in joint ventures,
except where the Group is able to control the reversal of the
temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future.
The carrying amount of deferred tax assets is
reviewed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be
available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates
that are expected to apply in the period when the liability is
settled or the asset is realised based on tax laws and rates that
have been enacted or substantively enacted at the balance sheet
date. Deferred tax is charged or credited in the profit or loss,
except when it relates to items charged or credited in other
comprehensive income, in which case the deferred tax is also dealt
with in other comprehensive income.
Deferred tax assets and liabilities are offset
when there is a legally enforceable right to set-off current tax
assets against current tax liabilities and when they relate to
income taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net
basis.
Share based
payments
Long term
incentive plans
The fair value of an equity instrument is
determined at the grant date based on market prices if available,
taking into account the terms and conditions upon which those
equity instruments were granted. If market prices are not available
for share awards, the fair value of the equity instruments is
estimated using a valuation technique to derive an estimate of what
the price of those equity instruments would have been at the
relevant measurement date in an arm's length transaction between
knowledgeable, willing parties.
Equity-settled share-based payments to
employees are measured at the fair value of the instruments, using
a binomial model together with Monte-Carlo simulations as at the
grant date, and is expensed over the vesting period. The value of
the expense is dependent upon certain key assumptions including the
expected future volatility of the Group's share price at the date
of grant. The fair value measurement reflects all market based
vesting conditions. The impact of the revision of the original
estimates, if any, is recognised in profit or loss such that the
cumulative expense reflects the revised estimate, with a
corresponding adjustment to equity reserves.
3
Material accounting policies (continued)
Financial
assets
Financial assets including derivatives are
classified, at initial recognition, and subsequently measured at
amortised cost, fair value through other comprehensive income, or
fair value through profit or loss.
The Group has the following financial assets:
cash and cash equivalents and trade and other receivables
(excluding prepayments and advances to suppliers). These financial
assets are classified at amortised cost.
The classification of financial
assets at initial recognition depends on the financial asset's
contractual cash flow characteristics and the Group's business
model for managing them. With the exception of trade receivables
that do not contain a significant financing component or for which
the Group has applied the practical expedient, the Group initially
measures a financial asset at its fair value plus, in the case of a
financial asset not at fair value through profit or loss,
transaction costs.
Trade receivables that do not
contain a significant financing component or for which the Group
has applied the practical expedient are measured at the transaction
price determined under IFRS 15.
In order for a financial asset to
be classified and measured at amortised cost or fair value through
other comprehensive income ("OCI"), it needs to give rise to cash
flows that are solely payments of principal and interest ("SPPI")
on the principal amount outstanding. This assessment is referred to
as the SPPI test and is performed at an instrument
level.
The Group's business model for
managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model
determines whether cash flows will result from collecting
contractual cash flows, selling the financial assets, or
both.
Purchases or sales of financial
assets that require delivery of assets within a time frame
established by regulation or convention in the market place
(regular way trades) are recognised on the trade date, i.e. the
date that the Group commits to purchase or sell the
asset.
The Group measures financial assets at
amortised cost if both of the following conditions are
met:
· the financial
asset is held within a business model with the objective to hold
financial assets in order to collect contractual cash flows;
and
· the contractual
terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the
principal amount outstanding.
As the business model of the Group
is to hold financial assets to collect contractual cashflows, they
are held at amortised
cost.
Financial assets
at amortised cost are subsequently measured using
the effective interest rate ("EIR") method and are subject to
impairment. Gains and losses are recognised in profit or loss when
the asset is derecognised, modified or impaired.
Cash and
cash equivalents
Cash and cash equivalents include balances
held with banks with original maturities of three months or less
and cash on hand.
Trade
receivables
Trade receivables represent the Group's right
to an amount of consideration that is unconditional (i.e. only the
passage of time is required before the payment of the consideration
is due).
3
Material accounting policies (continued)
Financial
assets (continued)
Impairment
of financial assets
The Group recognises an allowance for expected
credit losses ("ECLs") for all financial assets that are measured
at amortised cost or debt instruments measured at fair value
through other comprehensive income. ECLs are based on the
difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to
receive, discounted at the EIR.
For trade and other receivables
and contract assets, the Group applies a simplified
approach.
For trade receivables and contract
assets, the Group recognises loss allowances based on lifetime ECLs
at each reporting date.
The Group has established a
provision matrix that is based on its historical credit loss
experience, adjusted for forward-looking factors specific to the
debtors and the economic environment.
The provision rates are grouped together based on
days due for various customer segments that have similar loss
patterns (geography, customer type and rating and coverage by
letters of credit and other forms of credit insurance).
The Group had an expected credit
loss provision of US$ 2.2 million as at 31 December 2023
(31 December 2022: US$ 2.0 million), refer to Note 9 for further details.
The Group considers a financial
asset to move into stage 3 and be in default when there is
objective evidence that, as a result of one or more events that
occurred after the initial recognition of the financial asset, the
estimated future cash flows of the investment have been
affected.
Objective evidence of impairment
could include:
· significant financial difficulty of the issuer or
counterparty; or
· default or delinquency in interest or principal payments;
or
· it becoming probable that the borrower will enter bankruptcy
or financial reorganisation.
A financial asset is written off
when there is no reasonable expectation of recovering the
contractual cash flows.
Derecognition of financial
assets
The Group derecognises a financial asset only
when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially
all the risks and rewards of ownership of the asset to another
entity. If the Group neither transfers nor retains substantially
all the risks and rewards of ownership and continues to control the
transferred asset, the Group recognises its retained interest in
the asset and an associated liability for amounts it may have to
pay. If the Group retains substantially all the risks and rewards
of ownership of a transferred financial asset, the Group continues
to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.
Financial
liabilities and equity instruments
Classification as debt or
equity
Debt and equity instruments are classified as
either financial liabilities or as equity in accordance with the
substance of the contractual arrangements and the definitions of a
financial liability and an equity instrument.
3
Material accounting policies (continued)
Financial
liabilities and equity instruments
(continued)
Equity
instruments
An equity instrument is any contract that
evidences a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued by the
Group are recorded at the proceeds received, net of direct issue
costs.
Financial
liabilities
The Group's financial liabilities include
trade and other payables, derivatives, lease liabilities and bank
borrowings. All financial liabilities are classified at amortised
cost unless they can be designated as at Fair Value Through Profit
or Loss ("FVTPL").
Derivatives that are not designated and
effective as hedging instruments are classified as financial
liabilities and are held at FVTPL. Derivatives held at FVTPL are
initially recognised at fair value at the date a derivative
contract is entered into and are subsequently remeasured to their
fair value at the end of each reporting period with the resulting
gain or loss recognised in profit or loss immediately.
Trade and other payables, bank borrowings,
lease liabilities, amounts due to related parties and contract
liabilities are classified at amortised cost and are initially
measured at fair value, net of transaction costs. They are
subsequently measured at amortised cost using the EIR method, with
interest expense recognised based on its effective interest rate,
except for short-term payables or when the recognition of interest
would be immaterial.
The EIR method is a method of calculating the
amortised cost of a financial liability and of allocating interest
expense over the relevant period. The EIR is the rate that exactly
discounts estimated future cash payments through the expected life
of the financial liability, or, where appropriate, a shorter
period.
The Group's loan facility is a floating rate
financial liability as interest rates are based on variable SOFR
rates. The Group's accounting policy is to treat the loan as a
floating rate financial liability and the Group performs periodic
estimations to reflect movements in market interest rates and
alters the effective interest rate accordingly.
Derecognition of financial
liabilities
The Group derecognises financial liabilities
when, and only when, the Group's obligations are discharged,
cancelled or they expire. The difference between the carrying
amount of the financial liability derecognised and the
consideration paid and payable is recognised in the consolidated
statement of profit or loss.
When an existing financial liability is
replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a
new liability. The difference between the carrying amount of the
financial liability derecognised and the consideration paid is
recognised in the consolidated statement of profit or loss and
other comprehensive income.
When an existing financial liability is
replaced by another on terms which are not substantially modified,
the exchange is deemed to be a continuation of the existing
liability and the financial liability is not
derecognised.
Derivative
financial instruments
The Group uses derivative financial
instruments, such as interest rate swaps, to hedge its interest
rate risks. Such derivative financial instruments are initially
recognised at fair value on the date on which a derivative contract
is entered into and are subsequently remeasured at fair value.
Derivatives are carried as financial assets when the fair value is
positive and as financial liabilities when the fair value is
negative.
For the purpose of hedge accounting, hedges
are classified as cash flow hedges when hedging the exposure to
variability in cash flows that is either attributable to a
particular risk associated with a recognised asset or liability or
a highly probable forecast transaction or the foreign currency risk
in an unrecognised firm commitment.
At the inception of a hedge relationship, the
Group formally designates and documents the hedge relationship to
which it wishes to apply hedge accounting and the risk management
objective and strategy for undertaking the hedge.
The documentation includes identification of
the hedging instrument, the hedged item, the nature of the risk
being hedged and how the Group will assess whether the hedging
relationship meets the hedge effectiveness requirements (including
the analysis of sources of hedge ineffectiveness and how the hedge
ratio is determined).
3
Material accounting policies (continued)
Financial
liabilities and equity instruments
(continued)
Derivative
financial instruments (continued)
A hedging relationship qualifies for hedge
accounting if it meets all of the following effectiveness
requirements:
· there is 'an
economic relationship' between the hedged item and the hedging
instrument;
· the effect of
credit risk does not 'dominate the value changes' that result from
that economic relationship;
· the hedge ratio
of the hedging relationship is the same as that resulting from the
quantity of the hedged item that the Group actually hedges and the
quantity of the hedging instrument that the Group actually uses to
hedge that quantity of hedged item.
Hedges that meet all the qualifying criteria
for hedge accounting are accounted for as described
below:
Cash flow
hedges
The effective portion of the gain or loss on
the hedging instrument is recognised in other comprehensive income
("OCI") and accumulated in the cash flow hedge reserve, while any
ineffective portion is recognised immediately in the consolidated
statement of profit or loss and other comprehensive income. The
cash flow hedge reserve is adjusted to the lower of the cumulative
gain or loss on the hedging instrument and the cumulative change in
fair value of the hedged item.
The ineffective portion relating for cash flow
hedges are recognised in finance expenses in the profit or
loss.
The Group designates interest rate swaps ("IRS") as
hedging instruments. The Group designates the change in fair value
of the entire derivative contracts in its cash flow hedge
relationships.
For cash flow hedges, the amount
accumulated in OCI is reclassified to profit or loss as a
reclassification adjustment in the same period or periods during
which the hedged cash flows affect profit or loss. The amount
remaining in the cashflow hedge reserve is reclassified to profit
or loss as reclassification adjustments in the same period or
periods during which the hedged expected future cashflows affected
profit or loss. The Group reclassify amounts remaining in the
cashflow hedge reserve on a time apportionments basis.
If cash flow hedge accounting is
discontinued, the amount that has been accumulated in OCI must
remain in accumulated OCI if the hedged future cash flows are still
expected to occur. Otherwise, the amount will be immediately
reclassified to profit or loss as a reclassification adjustment.
After discontinuation, once the hedged cash flow occurs, any amount
remaining in accumulated OCI must be accounted for depending on the
nature of the underlying transaction as described above.
Warrants
The Group measures the warrants
issued at fair value with changes in fair value recognised in the
profit or loss.
4
Key sources of estimation uncertainty and critical accounting
judgements
In the application of the Group's
accounting policies, which are described in Note 3, the Directors
are required to make judgements, estimates and assumptions about
the carrying amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors
that are considered to be relevant. Actual results may differ from
these estimates.
In applying the Group's accounting
policies during the year, there was one critical accounting
judgement relating to a subsidiary of the
Group that received a tax assessment from the Saudi tax authorities
(ZATCA) for an amount related to the transfer pricing of our
inter-group bareboat agreement. While the Directors,
guided by the Group's tax advisors,
believe that the Group has complied with the
relevant tax legislation and a zero balance is due, a provision of US$ 0.5 million is recognised
for potential outcome in an attempt to reach an amicable solution.
Further details of the tax assessment are disclosed in Note
8.
4
Key sources of estimation uncertainty and critical accounting
judgements (continued)
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in
the period of the revision and future periods if the revision
affects both current and future periods.
The key assumptions concerning the
future, and other key sources of estimation uncertainty that may
have a significant risk of causing a material adjustment to the
carrying value of assets and liabilities within the next financial
year are outlined below:
Impairment
and reversal of previous impairment of property and
equipment
The Group obtained an independent
valuation of its vessels as at 31 December 2023 for the purpose of
its banking covenant compliance requirements. However, consistent
with prior years, management does not consider these valuations to
represent a reliable estimate of the fair value for the purpose of
assessing the recoverable value of the Group's vessels, noting that
there have been limited, if any, "willing buyer and willing seller"
transactions of similar vessels in the current offshore vessel
market on which such values could reliably be based. Due to these
inherent limitations, management concluded that recoverable amount
should be based on value in use.
Management carried out an
impairment assessment of property and equipment for year ended 31
December 2023. Following this assessment management determined that
the recoverable amounts of the cash generating units to which items
of property and equipment were allocated, being vessels and related
assets, were most sensitive to future day rates, vessel utilisation
and discount rate. It is reasonably possible that changes to these
assumptions within the next financial year could require a material
adjustment of the carrying amount of the Group's
vessels.
Management would not expect an
assumption change of more than 10% in aggregate for the entire
fleet within the next financial year, and accordingly, believes
that a 10% sensitivity to day rates and utilisation is appropriate.
Further, for discount rate, management would not expect an
assumption change of more than 1% and accordingly, believes that a
1% sensitivity to discount rate is appropriate.
As at 31 December 2023, the total
carrying amount of the property and equipment, drydocking
expenditure, and right of use assets subject to estimation
uncertainty was US$ 621.0 million (2022: US$ 605.3 million). Refer
to Note 5 for further details including sensitivity
analysis.
Impairment
of financial assets
The Group recognises an allowance for expected
credit losses ("ECLs") for all financial assets that are measured
at amortised cost or debt instruments measured at fair value
through other comprehensive income. ECLs are based on the
difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to
receive, discounted at the EIR.
Management carried out an
impairment assessment of trade receivables and contract assets for
the year ended 31 December 2023. Following this assessment
management considered the following criteria for
impairment:
Objective evidence of impairment
could include:
· significant financial difficulty of the issuer or
counterparty; or
· default or delinquency in interest or principal payments;
or
· it becoming probable that the borrower will enter bankruptcy
or financial reorganisation.
A financial asset is written off
when there is no reasonable expectation of recovering the
contractual cash flows.
Management concluded that the
Group had an expected credit loss provision expense of US$ 0.2
million as at 31 December 2023 (31 December 2022: US$ 2.0 million),
refer to Notes 9 for further details.
Fair valuation of
Warrants
Management commissioned an
independent valuation expert to measure the fair value of the
warrants, which was determined using Monte Carlo option-pricing
model. The simulation considers sensitivity by building models of
possible results by substituting a range of values. The increase in
fair value of the warrants is primarily due to increase in share
price and its volatility. A 10% change in share price will increase
or decrease the valuation by US$ 0.2 million.
GULF MARINE SERVICES
PLC
Notes to the consolidated financial statements
(continued)
5
Property and equipment
|
Vessels
|
|
Capital work-in-progress
|
|
Vessel spares, fitting and other
equipment
|
|
Others
|
|
Total
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
896,871
|
|
5,042
|
|
60,234
|
|
1,967
|
|
964,114
|
|
|
|
|
|
|
|
|
|
|
Additions
|
−
|
|
3,336
|
|
−
|
|
−
|
|
3,336
|
Transfers
|
1,329
|
|
(1,612)
|
|
−
|
|
283
|
|
−
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
898,200
|
|
6,766
|
|
60,234
|
|
2,250
|
|
967,450
|
|
|
|
|
|
|
|
|
|
|
Additions
|
−
|
|
4,326
|
|
−
|
|
−
|
|
4,326
|
Transfers
|
−
|
|
(523)
|
|
523
|
|
−
|
|
−
|
|
|
|
|
|
|
|
|
|
|
At 31 December
2023
|
898,200
|
|
10,569
|
|
60,757
|
|
2,250
|
|
971,776
|
|
|
|
|
|
|
|
|
|
|
5
Property and equipment (continued)
|
Vessels
|
|
Capital work-in-progress
|
|
Vessel spares, fitting and other
equipment
|
|
Others
|
|
Total
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation and impairment
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
335,938
|
|
2,845
|
|
18,018
|
|
1,787
|
|
358,588
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense (Note 36)
|
20,365
|
|
−
|
|
3,201
|
|
129
|
|
23,695
|
Impairment charge
|
13,192
|
|
−
|
|
-
|
|
-
|
|
13,192
|
Reversal of impairment
|
(20,980)
|
|
−
|
|
-
|
|
-
|
|
(20,980)
|
|
|
|
|
|
|
|
|
|
|
At 31 December
2022
|
348,515
|
|
2,845
|
|
21,219
|
|
1,916
|
|
374,495
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense (Note 36)
|
20,900
|
|
−
|
|
3,252
|
|
145
|
|
24,297
|
Impairment charge
|
3,565
|
|
−
|
|
−
|
|
−
|
|
3,565
|
Reversal of impairment
|
(36,993)
|
|
−
|
|
−
|
|
−
|
|
(36,993)
|
|
|
|
|
|
|
|
|
|
|
At 31 December
2023
|
335,987
|
|
2,845
|
|
24,471
|
|
2,061
|
|
365,364
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December
2023
|
562,213
|
|
7,724
|
|
36,286
|
|
189
|
|
606,412
|
At 31 December 2022
|
549,685
|
|
3,921
|
|
39,015
|
|
334
|
|
592,955
|
|
|
|
|
|
|
|
|
|
|
Depreciation amounting to US$ 24.3 million
(2022: US$ 23.7 million) has been charged to the profit and loss,
of which US$ 24.2 million (2022: US$ 23.6
million) was allocated to cost of sales (Note 31). The remaining balance of
the depreciation charge is included in general and administrative
expenses (Note
31).
Vessels with a total net book value of US$ 562.2 million (2022: US$ 549.7 million),
have been mortgaged as security for the loans extended by the
Group's banking syndicate (Note
22).
5
Property and equipment (continued)
Impairment
In accordance with the requirements of IAS 36
- Impairment of Assets, the Group assesses at each reporting period
if there is any indication an additional impairment would need to
be recognised for its vessels and related assets, or if the
impairment loss recognised in prior periods no longer exists or had
decreased in quantum. Such indicators can be from either internal
or external sources. In circumstances in which any indicators of
impairment or impairment reversal are identified, the Group
performs a formal impairment assessment to evaluate the carrying
amounts of the Group's vessels and their related assets, by
comparing against the recoverable amount to identify any
impairments or reversals. The recoverable amount is the higher of
the vessels and related assets' fair value less costs to sell and
value in use.
Based on the impairment assessment reviews
conducted in previous years, the Group recognised impairment losses
of US$ 59.1 million and US$ 87.2 million in fiscal years 2019 and
2020 respectively. As conditions improved, including day rates,
utilization, and market outlook, the historical impairment losses
of US$ 14.9 million and US$ 21.0 million on various vessels were
subsequently reversed in fiscal years 2021 and 2022, respectively.
During 2022, an additional impairment loss of US$ 13.2 million was
also recognised on certain vessels, primarily due to higher
discount rate resulting in a net impairment reversal of US$ 7.8
million.
As at 31 December 2023, and in line with IAS
36 requirements, management concluded that a formal impairment
assessment was required. Factors considered by management included
favourable indicators, including an improvement in utilization, day
rates, an increase in market values of vessels and decrease in
interest rate, and unfavourable indicators including the market
capitalization of the Group remaining below the book value of the
Group's equity.
The Group has again obtained an independent
valuation of its vessels as at 31 December 2023 for the purpose of
its banking covenant compliance requirements. However, consistent
with prior years, management does not consider these valuations to
represent a reliable estimate of the fair value for the purpose of
assessing the recoverable value of the Group's vessels, noting that
there have been limited, if any, "willing buyer and willing seller"
transactions of similar vessels in the current offshore vessel
market on which such values could reliably be based. Due to these
inherent limitations, management has again concluded that
recoverable amount should be based on value in use.
The impairment review was performed for each
cash-generating unit, by identifying the value in use of each
vessel and of spares fittings, capitalised dry-docking expenditure
and right-of-use assets relating to operating equipment used on the
fleet, based on management's projections of future utilisation, day
rates and associated cash flows.
The projection of cash flows related to
vessels and their related assets is complex and requires the use of
a number of estimates, the primary ones being future day rates,
vessel utilisation and discount rate.
In estimating the value in use, management
estimated the future cash inflows and outflows to be derived from
continuing use of each vessel and its related assets for the next
four years based on its latest forecasts. The terminal value cash
flows (i.e., those beyond the 4-year period) were estimated based
on terminal value mid-cycle day rates and utilisation levels
calculated by looking back as far as 2014, when the market was at
the top of the cycle through to 2022 levels as the industry starts
to emerge out of the bottom of the cycle, adjusted for anomalies.
The terminal value cash flow assumptions are applied till the end
of estimated useful economic life of each vessel, which is
consistent with prior year. Such long-term forecasts also took
account of the outlook for each vessel having regard to their
specifications relative to expected customer requirements and about
broader long-term trends including climate change.
The near-term assumptions used to derive
future cash flows reflect contracted rates, where applicable, and
thereafter the market recovery from increased activity in Self
Elevated Support Vessels (SESV) market. Though the Group continues
to operate in the North Sea, its core market in the long term is
expected to remain in the Arabian Peninsula region which, in turn,
is expected to continue to benefit from the low production costs
for oil and gas in the region, the current appetite of National Oil
Companies ("NOCs") to increase production and the reliance the
local governments have on revenues derived from oil and
gas.
5
Property and equipment (continued)
Impairment (continued)
In assessing value in use, the estimated
future cash flows are discounted to their present value using a
pre-tax discount rate. The discount rate of 12.93% (2022: 13.58%)
is computed on the basis of the Group's weighted average cost of
capital. The cost of equity incorporated in the computation of the
discount rate is based on the industry sector average betas,
risk-free rate of return as well as Group specific risk premium
reflecting any additional risk factors relevant to the Group. The
cost of debt is based on the Group's actual cost of debt and the
effective cost of debt reported by the peer group as at 31 December
2023. The weighted average is computed based on the industry
capital structure.
The impairment review led to the recognition of a
net impairment reversal of US$ 33.43 million. The key reason for
the reversal is further improvement in general market conditions
compared to prior year and a decrease in discount rate from 13.58%
to 12.93% predominantly due to reduction in the cost of equity of
the Group.
In accordance with the Companies Act 2006,
section 841(4), the following has been considered:
a) the Directors have
considered the value of some/all of the fixed assets of the Group
without revaluing them; and
b) the Directors are
satisfied that the aggregate value of those assets are not less
than the aggregate amount at which they were stated in the Group's
accounts.
Details of the impairment reversal by
cash-generating unit, along with the associated recoverable amount
reflecting its value in use, are provided below:
Cash Generating Unit (CGUs)
|
Impairment
reversal /
(Impairment)
2023
US$'000
|
Recoverable
amount
2023
US$'000
|
Impairment
reversal /
(Impairment)
2022
US$'000
|
Recoverable
amount
2022
US$'000
|
E-Class -1
|
12,414
|
94,441
|
1,820
|
66,933
|
E-Class -2
|
(3,565)
|
62,481
|
(2,691)
|
66,823
|
E-Class -3
|
907
|
79,985
|
(941)
|
73,269
|
E-Class -4
|
6,584
|
88,582
|
5,131
|
85,592
|
E-class
|
16,340
|
325,489
|
3,319
|
292,617
|
S-Class -1
|
4,462
|
61,092
|
(4,631)
|
53,923
|
S-Class -2
|
-
|
67,067
|
-
|
56,398
|
S-Class -3
|
-
|
68,787
|
-
|
58,865
|
S-class
|
4,462
|
196,946
|
(4,631)
|
169,186
|
K-Class -1
|
1,773
|
16,264
|
(1,984)
|
15,475
|
K-Class -2
|
1,102
|
17,033
|
3,333
|
16,874
|
K-Class -3
|
2,025
|
18,353
|
2,880
|
16,059
|
K-Class -4
|
4,464
|
16,268
|
(19)
|
12,678
|
K-Class -5
|
1,321
|
22,047
|
7,816
|
21,519
|
K-Class -6
|
1,941
|
51,075
|
(2,926)
|
51,139
|
K-class
|
12,626
|
141,040
|
9,100
|
133,744
|
Total
|
33,428
|
663,475
|
7,788
|
595,547
|
5
Property and equipment (continued)
Impairment (continued)
The below table compares the long-term
(Terminal value) day rate and utilisation assumptions used to
forecast future cash flows from 2028 for the remainder of each
vessel's useful economic life against those secured for
2024:
Vessels class
|
Day rate change % on 2024
levels
|
Utilisation change
%
on 2024
levels
|
E-Class CGUs
|
30%
|
-13%
|
S-Class CGUs
|
-4%
|
3%
|
K-Class CGUs
|
-9%
|
-16%
|
The below table compares the
long-term day rate and utilisation assumptions used to forecast
future cash flows during the year ended 31 December 2023 against
the Group's long-term assumptions in the impairment assessment
performed as at 31 December 2022:
Vessels class
|
Day rate change % on 2023
levels
|
Utilisation change
%
on 2023
levels
|
E-Class CGUs
|
-
|
-
|
S-Class CGUs
|
-
|
-
|
K-Class CGUs
|
-
|
-
|
The impairment reversal recognised
on the Group's K-Class vessels primarily reflects an increase in
short-term forecast day rates and utilisation, as the Group
experiences increased demand in a recovering market. When reviewing
the longer-term assumptions, the Group has assumed a lower day rate
and utilisation for terminal values to reflect higher competition
in the market for smaller vessels.
The net impairment reversal
recognised on E-Class vessels reflect further increases in
short-term assumptions on day rates and utilisation relative to the
Group's previous forecasts. The forecast of 30% increase in day
rates relative to 2024 reflects improving market conditions coupled
with a limited supply of vessels with the capabilities of the
E-Class such as their large crane capacities and superior leg
length. As these vessels are the most capable of all the vessels in
the fleet it is anticipated they will be able to demand higher day
rates and utilization going forward.
The net impairment reversal
recognised on the Group's S-Class vessel primarily reflects an
increase in short-term forecast day rates and utilisation, as the
Group experiences increased demand in a recovering
market.
Key assumption sensitivities
The Group has conducted an
analysis of the sensitivity of the impairment test to reasonable
possible changes in the key assumptions (long-term day rates,
utilisation and pre-tax discount rates) used to determine the
recoverable amount for each vessel as follows:
Day rates
|
Day rates higher by
10%
|
Day rates lower by
10%
|
Vessels
class
|
Impact
(in US$ million)
|
Number
of vessels impacted
|
Impact
(in US$ million)
|
Number
of vessels impacted
|
|
(Impairment)/ impairment reversal of*
|
|
(Impairment)/ impairment reversal of*
|
|
|
|
|
|
|
E-Class
CGUs
|
38.0
|
6
|
(15.0)
|
3
|
S-Class
CGUs
|
4.5
|
-
|
(2.6)
|
1
|
K-Class
CGUs
|
28.1
|
2
|
(17.1)
|
6
|
Total fleet
|
70.6
|
8
|
(34.7-)
|
10
|
*This reversal of impairment / (impairment charge) is
calculated on carrying values before the adjustment for impairment
reversals in 2023.
The total recoverable amounts of
the Group's vessels as at 31 December 2023 would have been US$
766.8 million under the increased day rates sensitivity and US$
552.3 million for the reduced day rate sensitivity.
5
Property and equipment (continued)
Impairment (continued)
Key assumption
sensitivities (continued)
Utilisation
|
Utilisation higher by
10%
|
Utilisation lower by
10%
|
|
|
|
|
|
Vessels
class
|
Impact
(in US$ million)
|
Number
of vessels impacted
|
Impact
(in US$ million)
|
Number
of vessels impacted
|
|
(Impairment)/ impairment reversal of*
|
|
(Impairment)/ impairment reversal of*
|
|
|
|
|
|
|
E-Class
CGUs
|
31.1
|
2
|
(15.0)
|
3
|
S-Class
CGUs
|
4.5
|
-
|
(2.6)
|
1
|
K-Class
CGUs
|
22.2
|
6
|
(17.1)
|
6
|
Total
fleet
|
57.8
|
8
|
(34.7)
|
10
|
*This reversal of impairment / (impairment charge) is
calculated on carrying values before the adjustment for impairment
reversals in 2023.
The total recoverable amounts of
the Group's vessels as at 31 December 2023 would have been US$
726.9 million under the increased utilisation sensitivity and US$
552.3 million for the reduced utilisation sensitivity.
Management would not expect an
assumption change of more than 10% across all vessels within the
next financial year, and accordingly, believes that a 10%
sensitivity to day rates and utilisation is appropriate.
Discount rate
An additional sensitivity analysis
was conducted by adjusting the pre-tax discount rate upwards and
downwards by 100 basis points (1%). Given that the change in the
discount rate from the previous year is less than 100 basis points,
such sensitivity was deemed appropriate for this
analysis.
|
Discount rate higher
by 1%
|
Discount rate lower by
1%
|
|
|
|
|
|
Vessels class
|
Impact
(in US$ million)
|
Number
of vessels impacted
|
Impact
(in US$ million)
|
Number
of vessels impacted
|
|
(Impairment)/ impairment reversal of*
|
|
(Impairment)/ impairment reversal of*
|
|
|
|
|
|
|
E-Class
CGUs
|
6.3
|
2
|
27.7
|
2
|
S-Class
CGUs
|
3.7
|
1
|
4.5
|
-
|
K-Class
CGUs
|
6.0
|
6
|
16.7
|
6
|
Total
fleet
|
16.0
|
9
|
48.9
|
8
|
*This (impairment charge) / impairment reversal is calculated
on carrying values before the adjustment for impairment reversals
in 2023.
The total recoverable amounts of
the vessels as at 31 December 2023 would have been US$ 707.3
million under the reduced discount rate sensitivity and US$ 624.4
million for the increased discount rate sensitivity.
6
Dry docking expenditure
The movement in dry docking expenditure is
summarised as follows:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
At 1
January
|
8,931
|
|
8,799
|
|
|
|
|
Expenditure incurred during the year
|
6,960
|
|
5,745
|
Amortised during the year (Note 36)
|
(4,687)
|
|
(5,613)
|
|
|
|
|
At 31
December
|
11,204
|
|
8,931
|
7
Right-of-use
assets
|
Buildings
|
|
Communications equipment
|
|
Operating equipment
|
|
Total
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
Cost
|
|
|
|
|
|
|
|
At 1 January 2022
|
2,262
|
|
251
|
|
7,560
|
|
10,073
|
Additions
|
186
|
|
-
|
|
2,936
|
|
3,122
|
At 31 December 2022
|
2,448
|
|
251
|
|
10,496
|
|
13,195
|
|
|
|
|
|
|
|
|
Additions
|
519
|
|
894
|
|
1,818
|
|
3,231
|
Derecognised
|
-
|
|
-
|
|
(567)
|
|
(567)
|
At 31 December
2023
|
2,967
|
|
1,145
|
|
11,747
|
|
15,859
|
|
|
|
|
|
|
|
|
Accumulated
depreciation
|
|
|
|
|
|
|
|
At 1 January 2022
|
1,448
|
|
173
|
|
5,568
|
|
7,189
|
Depreciation for the year
|
419
|
|
78
|
|
2,138
|
|
2,635
|
At 31 December 2022
|
1,867
|
|
251
|
|
7,706
|
|
9,824
|
|
|
|
|
|
|
|
|
Depreciation for the year
|
574
|
|
106
|
|
2,508
|
|
3,188
|
Derecognised
|
-
|
|
-
|
|
(500)
|
|
(500)
|
At 31 December
2023
|
2,441
|
|
357
|
|
9,714
|
|
12,512
|
|
|
|
|
|
|
|
|
Carrying
amount
|
|
|
|
|
|
|
|
At 31 December
2023
|
526
|
|
788
|
|
2,033
|
|
3,347
|
At 31 December 2022
|
581
|
|
-
|
|
2,790
|
|
3,371
|
The consolidated statement of
profit or loss and other comprehensive income includes the
following amounts relating to leases.
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Depreciation of right of use assets
(Note 36)
|
3,188
|
|
2,635
|
Expense relating to short term
leases or leases of low value assets (Note 36)
|
228
|
|
965
|
Lease charges included in operating
activities
|
3,416
|
|
3,600
|
Interest on lease liabilities
(Note 35)
|
245
|
|
170
|
Lease charges included in profit before tax
|
3,661
|
|
3,770
|
|
|
|
|
The total cash outflow for leases amounted to
US$ 3.8 million for the year ended 31 December 2023 (2022: US$ 3.7
million).
8
Taxation charge for the year
Tax is calculated at the rates
prevailing in the respective jurisdictions in which the Group
operates. The overall effective rate is the aggregate of taxes paid
in jurisdictions where income is subject to tax (being principally
Qatar, the United Kingdom, and Saudi Arabia), divided by the
Group's profit/(loss).
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Profit from operations before
tax
|
44,930
|
|
27,126
|
|
|
|
|
|
|
|
|
Tax at the UK corporation tax rate
of 23.5% (2022: 19%)
|
10,568
|
|
5,154
|
Effect of different tax rates in
overseas jurisdictions
|
(13,461)
|
|
(6,106)
|
Expense not deductible for tax
purposes
|
2,413
|
|
20
|
Overseas taxes not based on
profit
|
1,714
|
|
861
|
Increase in unrecognised deferred
tax
|
1,113
|
|
1,242
|
Prior year tax
adjustments
|
630
|
|
584
|
Income not taxable for tax
purposes
|
(115)
|
|
(31)
|
|
|
|
|
Total tax charge
|
2,862
|
|
1,724
|
During the year, the tax rates on profits were
10% in Qatar (2022: 10%), 23.52% in the United Kingdom (2022: 19%)
and 20% in Saudi Arabia (2022: 20%) applicable to the portion of
profits generated from respective jurisdictions. The Group also
incurred 2.5% Zakat tax (an obligatory tax to donate 2.5% of
retained earnings each year) on the portion of profits generated in
Saudi Arabia (2022: 2.5%).
The Group incurs 5% withholding tax on
remittances from Saudi Arabia (2022: 5%). The withholding tax
included in the current tax charge amounted to US$ 1.6 million
(2022: US$ 0.9 million).
The Group expects the overall effective tax
rate in the future to vary according to local tax law changes in
jurisdictions which incur taxes, applicability of corporate tax in
the UAE, as well as any changes to the share of Group's profits or
losses which arise in tax paying jurisdictions.
At the consolidated statement of financial
position date, the Group has unused tax losses of US$ 30.2 million
(2022: US$ 26.4 million), arising from UK operations, available for
offset against future profits with an indefinite expiry period. In
line with the prior year, the current year assessment relates to
the E-Class vessel which is the only vessel expected to operate in
the UK for the foreseeable future. Based on the projections of this
remaining vessel's activity, there are insufficient future taxable
profits to justify the recognition of a deferred tax asset. On this
basis no deferred tax asset has been recognised in the current or
prior year, the unrecognised deferred tax asset calculated at the
substantively enacted rate in the UK of 25% amounts to US$ 7.6
million as at 31 December 2023 (2022: US$ 6.6 million).
The Group accrues for estimated
penalties, if any, with respect to any open tax related matters.
Any changes to such estimates relating to prior periods are
presented in the "prior year tax
adjustments" above.
Factors
affecting current and future tax charges
United Kingdom (UK)
In the Spring Budget 2021, the UK Government
announced that from 01 April 2023 the corporation tax rate would
increase to 25%. Deferred taxes at the balance sheet date have been
measured using these enacted tax rates as disclosed in these
consolidated financial statements.
The future effective tax rate of the Group
could be impacted by changes in tax law, primarily increasing
corporation tax rates and increasing withholding taxes applicable
to the Group.
8
Taxation charge for the year
(continued)
United Arab Emirates
(UAE)
On 9 December 2022, the UAE Ministry of
Finance released Federal Decree-Law No. 47 of 2022 on the Taxation
of Corporations and Businesses (Corporate Tax Law or the Law) to
enact a Federal Corporate Tax regime in the UAE. This Law has
become effective for accounting periods beginning on or after 1
June 2023.
The Group's UAE operations will be subject to
a 9% corporation tax rate with effect from 01 January 2024. A rate
of 0% will apply to taxable income not exceeding a particular
threshold to be prescribed by way of a Cabinet Decision (expected
to be AED 375,000 based on information released by the UAE Ministry
of Finance).
GMS has considered deferred tax implications
in the preparation of these consolidated 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, plant and equipment,
that would result in such a timing difference. Hence, management
has concluded that no adjustments to these consolidated financial
statements are necessary.
Kingdom of Saudi
Arabia
A subsidiary of the Group received
a tax assessment from the Saudi tax authorities (ZATCA) for an
amount of
US$ 7.3 million related to the transfer pricing of inter-group
bareboat agreement, for the period from 2017 to 2019. The Group has
currently filed an appeal with the Tax Violations and Disputes
Appellate Committee (TVDAC) against the assessment raised by ZATCA.
The Directors have considered the claim, including consideration of
third-party tax advice received. Noticing the claim retrospectively
applied from 2010 in respect of a law which was issued in 2019,
which applied a "tested party" assessment different to that
supported by the Group tax advisors and using an approach which the
Directors (supported by their tax advisors) consider to be
inconsistent with the principles set out in the KSA transfer price
guidelines, the Directors believe that the Group has complied with
the relevant tax legislation. Nevertheless, to reach an amicable
solution, the Group has also filed a settlement application with
the Alternate Dispute Resolution Committee (ADRC), which
subsequently requested a settlement offer. The Directors have
responded by proposing a settlement of US$ 0.5 million and are
currently awaiting a response from the ADRC. On that basis, a
provision of US$ 0.5 million has also been recognised in these
consolidated financial statements.
9
Trade receivables
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Trade receivables (gross of allowances)
|
32,872
|
|
35,198
|
Less: Allowance for expected credit losses
|
(2,226)
|
|
(2,019)
|
|
|
|
|
Trade receivables
|
30,646
|
|
33,179
|
|
|
|
|
Gross trade receivables, amounting
to US$ 32.9 million (2022: US$ 35.2 million),
have been assigned as security against the loans extended by the
Group's banking syndicate (Note 22).
Trade receivables disclosed above are measured
at amortised cost. Credit periods are granted on a client by client
basis. The Group does not hold any collateral or other credit
enhancements over any of its trade receivables nor does it have a
legal right of offset against any amounts owed by the Group to the
counterparty. For details of the calculation of expected credit
losses, refer to Note
3.
Impairment has been considered for accrued
revenue but is not considered material.
9
Trade receivables (continued)
The movement in the allowance for ECL and bad
and doubtful receivables during the year was as follows:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
At 1
January
|
2,019
|
|
195
|
|
|
|
|
Net charge of expected credit losses (Note 36)
|
207
|
|
1,824
|
|
|
|
|
At 31
December
|
2,226
|
|
2,019
|
Trade receivables are considered past due once
they have passed their contracted due date. The net charge of
expected credit loss provision during the year was US$ 0.2 million
(2022: US$ 1.8 million).
Management carried out an
impairment assessment of trade receivables for the year ended 31
December 2023 and concluded that the Group had an expected credit
loss provision of US$ 2.2 million as at 31 December 2023
(31 December 2022: US$ 2.0 million).
During January 2023, a customer
entered administration. The Group had traded with this customer in
the past and accordingly, had recorded an allowance for impairment
amounting to US$ 1.9 million in the previous year.
Included in the Group's trade receivables
balance are receivables with a gross amount of US$ 4.1 million
(2022: US$ 0.8 million) which are past due for 30 days or more at
the reporting date. At 31 December, the analysis of Trade
receivables is as follows:
|
|
Number of days past
due
|
|
|
|
Current
|
|
< 30
days
|
|
31-60 days
|
|
61-90 days
|
|
91-120
days
|
|
> 120
days
|
|
Total
|
|
US$'000
|
|
US'000
|
|
US'000
|
|
US'000
|
|
US'000
|
|
US'000
|
|
US'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
28,714
|
|
26
|
|
-
|
|
-
|
|
-
|
|
4,132
|
|
32,872
|
Less:
Allowance for expected credit losses
|
(110)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,116)
|
|
(2,226)
|
Net trade receivables
2023
|
28,604
|
|
26
|
|
-
|
|
-
|
|
-
|
|
2,016
|
|
30,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
30,166
|
|
4,216
|
|
-
|
|
-
|
|
30
|
|
786
|
|
35,198
|
Less:
Allowance for expected credit losses
|
(2,003)
|
|
(10)
|
|
-
|
|
-
|
|
-
|
|
(6)
|
|
(2,019)
|
Net trade
receivables 2022
|
28,163
|
|
4,206
|
|
-
|
|
-
|
|
30
|
|
780
|
|
33,179
|
Seven customers (2022: nine) account for 99%
(2022: 99%) of the total trade receivables balance (see revenue by
segment information in Note
30). When assessing credit risk, ongoing assessments of
customer credit and liquidity positions are performed.
10
Prepayments, advances and other receivables
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Accrued revenue
|
2,656
|
|
1,303
|
Prepayments
|
3,557
|
|
3,137
|
Deposits*
|
86
|
|
85
|
Advances to suppliers
|
1,758
|
|
3,197
|
|
|
|
|
At 31
December
|
8,057
|
|
7,722
|
* Deposits include bank guarantee deposits of US$ 39K (2022:
US$ 39K). Guarantee deposits are paid by the Group for employee
work visas under UAE labour laws.
11
Derivative financial instruments
Warrants
Under the terms of the Group's 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 will
have the right to exercise their warrants up to the end of the term
of the loan facility, being 30 June 2025.
Management commissioned an independent valuation
expert to measure the fair value of the warrants, which was
determined using Monte Carlo option-pricing model, which takes into
consideration the market values of comparable public companies,
considering among other factors, the use of multiples of earnings,
and adjusted to reflect the restrictions on the ability of our
shares to trade in an active market. The simulation considers
sensitivity by building models of possible results by substituting
a range of values. Warrants valuation represents a Level 3 fair
value measurement under IFRS 13 hierarchy. The fair value of the
warrants as at 31 December 2023 was US$ 14.3 million (31 December
2022: US$ 3.2 million). The increase in fair value of the warrants
is primarily due to increase in share price and its volatility. The
share price increased from 4.65 pence as at 31 December 2022 to
14.5 pence as at
31 December 2023. A 10% change in share price will increase or
decrease the valuation by US$ 0.2 million.
Interest Rate
Swap
The Group had an Interest Rate Swap (IRS)
arrangement, originally in place, with a notional amount of
US$ 50.0 million. The remaining notional amount hedged under the
IRS as at 31 December 2023 was US$ nil
(31 December 2022: US$ 23.1 million). The IRS hedged the risk of
variability in interest payments by converting a floating rate
liability to a fixed rate liability. The IRS arrangement matured
during the year, therefore, the fair value of the IRS as at 31
December 2023 was US$ nil (31 December 2022: asset value US$ 0.4m).
In 2020 cash flows of the hedging relationship for the IRS were not
highly probable and, therefore, hedge accounting was discontinued
from that point.
Historically, the fair value measurement of the
interest rate swap was determined by independent valuers with
reference to quoted market prices, discounted cash flow models and
recognised pricing models as appropriate. They represent Level 2
fair value measurements under the IFRS 13 hierarchy.
IFRS 13 fair value
hierarchy
Apart from warrants, the Group has no other
financial instruments that are classified as Level 3 in the fair
value hierarchy in the current year that are determined by
reference to significant unobservable inputs. There have been no
transfers of assets or liabilities between levels of the fair value
hierarchy. There are no non-recurring fair value measurements.
11
Derivative financial instruments (continued)
Derivative financial instruments are made up as
follows:
|
Interest
rate swap
|
|
Warrants
|
|
Total
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
|
|
|
|
|
At 1 January 2023
|
386
|
|
(3,198)
|
|
(2,812)
|
Net loss on changes in fair value of interest rate
swap
|
(59)
|
|
-
|
|
(59)
|
Final settlement of derivatives
|
(327)
|
|
-
|
|
(327)
|
Impact of change in fair value of warrants
|
-
|
|
(11,077)
|
|
(11,077)
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2023
|
-
|
|
(14,275)
|
|
(14,275)
|
|
Interest
rate swap
|
|
Warrants
|
|
Total
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
|
|
|
|
|
At 1 January 2022
|
(1,076)
|
|
(717)
|
|
(1,793)
|
Settlement of derivatives
|
384
|
|
-
|
|
384
|
Net gain on changes in fair value of interest rate
swap
|
1,078
|
|
-
|
|
1,078
|
Impact of change in fair value of warrants
|
-
|
|
(2,481)
|
|
(2,481)
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2022
|
386
|
|
(3,198)
|
|
(2,812)
|
These consolidated financial statements
include the cost of hedging reserve and cash flow hedge reserve
which are detailed further in the consolidated statement of changes
in equity. These reserves are non- distributable.
The balance in the cashflow hedging reserve as
at 31 December 2023 was nil (2022: US $ 0.28 million).
12
Cash and cash equivalents
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Interest
bearing
|
|
|
|
Held in UAE banks
|
1,422
|
|
1,209
|
|
|
|
|
Non-interest
bearing
|
|
|
|
Held in UAE banks
|
964
|
|
2,824
|
Held in banks outside UAE
|
6,280
|
|
8,242
|
|
|
|
|
Total cash and cash
equivalents
|
8,666
|
|
12,275
|
|
|
|
|
13
Share capital and other reserves
Ordinary shares at
£0.02 per share
|
Number
of ordinary shares
|
|
Ordinary
shares
|
|
(Thousands)
|
|
US$'000
|
At 1 January 2023
|
1,016,415
|
|
30,117
|
|
|
|
|
|
|
|
|
As at 31 December 2023
|
1,016,415
|
|
30,117
|
|
Number
of ordinary shares
|
|
Ordinary
shares
|
|
(Thousands)
|
|
US$'000
|
At 1 January 2022
|
1,016,415
|
|
30,117
|
|
|
|
|
|
|
|
|
As at 31 December 2022
|
1,016,415
|
|
30,117
|
Capital redemption
reserve
|
Number
of ordinary shares
|
|
Capital redemption
reserve
|
|
(Thousands)
|
|
US$'000
|
At 1 January 2023
|
350,488
|
|
46,445
|
|
|
|
|
|
|
|
|
As at 31 December 2023
|
350,488
|
|
46,445
|
Share
premium
|
Number
of ordinary shares
|
|
Share premium account
|
|
(Thousands)
|
|
US$'000
|
At 1 January 2023
|
1,016,415
|
|
99,105
|
|
|
|
|
|
|
|
|
As at 31 December 2023
|
1,016,415
|
|
99,105
|
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 $46.4 million was made from Share
capital - Deferred to a Capital redemption reserve. There was no
dilution to the shares ownership as a result of the share
reorganisation.
Under the Companies Act, a share
buy‑back by a public company can only be financed through
distributable reserves or the proceeds of a fresh issue of shares
made for the purpose of financing a share buyback. The Company had
sufficient reserves to purchase the Deferred shares for
£1.00.
The Group has issued warrants to
its lenders which may result in increase in issued share capital in
future (refer Note 11).
14
Restricted
reserve
The restricted reserve of US$ 0.3 million
(2022: US$ 0.3 million) represents the statutory reserves of
certain subsidiaries. As required by the Commercial Companies Law
in the countries where those entities are established, 10% of
profit for the year is transferred to the statutory reserve until
the reserve equals 50% of the share capital. Following a recent
change to the Regulations of Companies in Kingdom of Saudi Arabia,
apportions can cease when the reserve equals 30% instead of 50% of
the share capital, although the subsidiary continues to maintain
this at 50%. This reserve is not available for distribution. No
amounts were transferred to this reserve during the year ended 31
December 2023 (2022: US$ nil).
15
Group restructuring reserve
The Group restructuring reserve arose on
consolidation under the pooling of interests (merger accounting)
method used for the Group restructuring. Under this method, the
Group was treated as a continuation of GMS Global Commercial
Investments LLC (the predecessor parent Company) and its
subsidiaries. At the date the Company became the new parent company
of the Group via a share-for-share exchange, the difference between
the share capital of GMS Global Commercial Investments LLC and the
Company, amounting to US$ 49.7 million
(2022: US $49.7 million), was recorded in the books of Gulf Marine
Services PLC as a Group restructuring reserve. This reserve is
non-distributable.
16
Share based
payment reserve
Share based payment reserve of US$ nil (2022:
US$ 3.6 million) relates to awards granted to employees under the
long-term incentive plans. Refer to Note 28 for further
details.
17
Capital contribution
The capital contribution reserve
is as follows:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
At 31 December
|
9,177
|
|
9,177
|
During 2013, US$ 7.8 million was
transferred from share appreciation rights payable to capital
contribution as, effective 1 January 2013, the shareholders have
assumed the obligation to settle the share appreciation rights. An
additional charge in respect of this scheme of US$ 1.4 million was
made in 2014. The total balance of US$ 9.2 million is not available
for distribution.
18
Translation reserve and Retained
earnings
Foreign currency translation
reserve represents differences on foreign currency net investments
arising from the re-translation of the net investments in overseas
subsidiaries.
Retained earnings include the
accumulated realised and certain unrealised gains and losses made
by the Group.
19
Non-controlling interests
The movement in non-controlling
interests is summarised as follows:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
At
1 January
|
1,988
|
|
1,912
|
Share of profit for the
year
|
726
|
|
76
|
|
|
|
|
At 31 December
|
2,714
|
|
1,988
|
19
Non-controlling interest (continued)
The following table summarises the
information relating to the subsidiary that has material non
-controlling interest, before any intra‑group
eliminations.
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Statement of
financial position information:
|
|
|
|
Non-current assets
|
129
|
|
76
|
Current assets
|
16,408
|
|
17,830
|
Non-current liabilities
|
(18)
|
|
(38)
|
Current liabilities
|
(6,952)
|
|
(9,607)
|
Net assets
|
9,567
|
|
8,261
|
|
|
|
|
Net assets attributable to
non-controlling interests
|
2,714
|
|
1,988
|
|
Statement of profit or loss and other comprehensive income
information:
|
Revenue
|
38,088
|
|
22,569
|
Profit after tax and
zakat
|
1,306
|
|
876
|
Total comprehensive
income
|
1,306
|
|
876
|
|
|
|
|
Profit allocated to
non-controlling interests
|
726
|
|
76
|
|
|
|
|
Statement of cashflow information:
|
|
|
|
Cash flows from operating
activities
|
(1,162)
|
|
1,933
|
Cash flows from financing
activities (dividends: nil)
|
(795)
|
|
(525)
|
Net (decrease) / increase in cash
and cash equivalents
|
(1,957)
|
|
1,408
|
20
Provision for employees' end of service benefits
In accordance with Labour Laws of
some of the countries where the Group operates, it is required to
provide for end of service benefits for certain employees. The
movement in the provision for employees' end of service benefits
during the year was as follows:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
At 1
January
|
2,140
|
|
2,322
|
Provided during the
year
|
723
|
|
270
|
Paid during the year
|
(468)
|
|
(452)
|
|
|
|
|
At 31 December
|
2,395
|
|
2,140
|
21
Trade and other payables
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Trade payables
|
13,213
|
|
12,618
|
Due to related parties
(Note 24)
|
962
|
|
2,841
|
Accrued expenses
|
16,090
|
|
11,169
|
Deferred revenue
|
3,546
|
|
628
|
VAT payable
|
392
|
|
365
|
Other payables
|
851
|
|
358
|
|
|
|
|
|
35,054
|
|
27,979
|
No interest is payable on the
outstanding balances. Trade and other
payables are all current liabilities.
22
Bank borrowings
Secured borrowings at amortised
cost are as follows:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Term loans
|
273,939
|
|
328,085
|
Working capital facility
(utilised)*
|
2,000
|
|
-
|
|
|
|
|
|
275,939
|
|
328,085
|
*The revolving working capital
facility amounts to US$ 40.0 million (31 December 2022: US$ 45.0
million).
US$ 25.0 million (31 December 2022: US$ 25.0 million) of the
working capital facility is allocated to performance bonds and
guarantees and US$ 15.0 million (31 December 2022: US$ 20 million)
is allocated to funded portion, of which US$ 2.0 million was
utilised as of 31 December 2023, leaving US$ 13.0 million available
for drawdown
(31 December 2022: US$ 20.0 million). The working capital facility
expires alongside the main debt facility in June 2025.
Bank borrowings are split between
hedged and unhedged amounts as follows;
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Unhedged bank
borrowings
|
275,939
|
|
305,008
|
Hedged bank borrowing via Interest
Rate Swap*
|
-
|
|
23,077
|
|
|
|
|
|
275,939
|
|
328,085
|
*This is an economic hedge and not accounted for in
accordance with IFRS 9, Financial Instruments.
The Group used
an IRS to hedge a portion of the Group's floating rate liability by
converting SOFR to a fixed rate. The IRS matured during the year,
Refer to Note 27 for further details.
Bank borrowings are presented in
the consolidated statement of financial position as
follows:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
Non-current portion
|
|
|
|
Bank borrowings
|
234,439
|
|
298,085
|
|
|
|
|
Current portion
|
|
|
|
Bank borrowings - scheduled
repayments within one year
|
39,500
|
|
30,000
|
|
Working capital
facility
|
2,000
|
|
-
|
|
|
|
|
|
|
|
275,939
|
|
328,085
|
The principal terms of the
outstanding facility as at 31 December 2023 are as follows:
· The
facility's main currency is US$ and is repayable with a Secured
Overnight Financing Rate (SOFR) plus a margin based on a ratchet
depending on leverage levels.
· Following the cessation of the LIBOR on 30 June 2023, the
reference rate in the Common Terms Agreement has been changed to
the SOFR as the new benchmark rate.
22
Bank borrowings (continued)
· As
of the second quarter of 2023, the Group has achieved a reduction
in the net leverage ratio to below 4.0, and PIK is no longer
accrued. As a result, the margin rate on the loan has been
decreased from 4% to 3.1%.
· The
facility remains secured by mortgages over its whole fleet
with a net book value at 31 December 2023 of US$
562.2 million (31 December
2022: US$ 549.7 million) (Note
5). Additionally, gross trade receivables, amounting to US$
32.9 million (31 December
2022: US$ 35.2 million) have
been assigned as security against the loans extended by the Group's
banking syndicate (Note 9).
· The
Group has also provided security against gross cash balances, being
cash balances amounting to
US$ 8.7 million (31 December 2022:
US$ 12.3 million) (Note 12) before the
restricted amounts related to visa deposits
held with the Ministry of Labour in the UAE which are included in
deposits. These have been assigned as security against the loans
extended by the Group's banking syndicate.
· As
an equity raise of US $50.0 million did not take place by 31 December 2022, 87.6 million
warrants were issued on 2 January 2023, giving
debt holders the right to 137,075,773 million shares at a strike
price of 5.75 pence per share.
The facility is subject to certain financial
covenants including: Debt Service Cover, Interest Cover, and Net
Leverage Ratio, which are tested bi-annually in June and
December. There are also additional covenants relating to
general and administrative costs, capital expenditure and Security
Cover (loan to value) which are tested annually in December.
Further, there were restrictions to payment of dividends until the
net leverage ratio falls below 4.0 times, a level reached in second
quarter of 2023. All applicable financial covenants assigned to the
Group's debt facility were met as of 31 December 2023.
GULF MARINE SERVICES PLC
Notes to the consolidated financial statements
(continued)
22
Bank borrowings (continued)
|
Outstanding
amount
|
|
|
|
|
|
|
Current
|
|
Non-current
|
|
Total
|
|
|
Security
|
|
Maturity
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2023:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan - scheduled repayments
within one year
|
39,500
|
|
-
|
|
39,500
|
|
|
Secured
|
|
June 2025
|
Term loan - scheduled repayments
within more than one year
|
-
|
|
234,439
|
|
234,439
|
|
|
Secured
|
|
June 2025
|
Working capital facility -
scheduled repayment within one year
|
2,000
|
|
-
|
|
2,000
|
|
|
Secured
|
|
June 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
41,500
|
|
234,439
|
|
275,939
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan - scheduled repayments
within one year
|
30,000
|
|
-
|
|
30,000
|
|
|
Secured
|
|
June
2025
|
Term loan - scheduled repayments
within more than one year
|
-
|
|
298,085
|
|
298,085
|
|
|
Secured
|
|
June
2025
|
Working capital facility -
scheduled repayment more than one year
|
-
|
|
-
|
|
-
|
|
|
Secured
|
|
June
2025
|
|
|
|
|
|
|
|
|
|
|
|
|
30,000
|
|
298,085
|
|
328,085
|
|
|
|
|
|
23
Lease liabilities
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
As
at 1 January
|
3,522
|
|
2,924
|
Recognition of new lease liability additions
|
3,231
|
|
3,122
|
Interest on lease liabilities (Note 35)
|
245
|
|
170
|
Principal element of lease
payments
|
(3,330)
|
|
(2,524)
|
Derecognition of lease liability
|
(67)
|
|
-
|
Interest paid
|
(245)
|
|
(170)
|
As
at 31 December
|
3,356
|
|
3,522
|
|
|
|
|
Maturity analysis:
|
|
|
|
Year 1
|
1,623
|
|
1,845
|
Year 2
|
1,297
|
|
834
|
Year 3 - 5
|
436
|
|
692
|
Onwards
|
-
|
|
151
|
|
3,356
|
|
3,522
|
Split between:
|
|
|
|
Current
|
1,623
|
|
1,845
|
Non - current
|
1,733
|
|
1,677
|
|
3,356
|
|
3,522
|
24
Related party
transactions
Related parties comprise the
Group's major shareholders, Directors and entities related to them,
companies under common ownership and/or common management and
control, their partners and key management personnel. Pricing
policies and terms of related party transactions are approved by
the Group's Board.
Balances and transactions between
the Group and its subsidiaries, which are related parties, have
been eliminated on consolidation and are not disclosed in this
note.
Key management personnel:
As at 31 December 2023, there were
2.6 million shares held by Directors (31 December 2022: 2.6
million).
Related parties
The Group's principal subsidiaries
are outlined in Note 3.
The related parties comprising of the Group's major shareholders
are outlined in the Directors Report in the annual report. The
other related parties during the year were:
|
|
|
|
Partner in relation to UAE Operations
|
Relationship
|
|
|
National Catering Company Limited
WLL
|
Affiliate of a significant
shareholder of the Company
|
Sigma Enterprise Company
LLC
|
Affiliate of a significant
shareholder of the Company
|
|
|
Aman Integrated Solutions
LLC
|
Affiliate of a significant
shareholder of the Company
|
|
|
24
Related party
transactions (continued)
The amounts outstanding to
National Catering Company Limited WLL as at 31 December 2023 was
US$ 0.5 million
(2022: US$ 0.8 million) included in trade and other payables (Note
21).
The amount outstanding to Sigma
Enterprise Company LLC as at 31 December 2023 was US$ 0.5 million,
(2022: US$ 1.8 million) included in trade and other payables (Note
21).
The amounts outstanding to Aman
Integrated Solutions LLC as at 31 December 2023 was US$ 3k (2022:
US$ nil) included in trade and other payables (Note 21).
During 2023, there were no
transactions with Seafox international or any of its subsidiaries
(2022: US $nil).
Significant transactions with the
related party during the year:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
National Catering Company Limited
WLL - Catering services
|
581
|
|
1,232
|
Sigma Enterprise Company LLC -
Vessel maintenance and overhaul services
|
2,372
|
|
1,930
|
Aman Integrated Solutions LLC -
Laboratory services
|
18
|
|
7
|
Compensation of key management personnel
The remuneration of Directors and
other members of key management personnel during the year were as
follows:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Short-term benefits
|
983
|
|
617
|
End of service benefits
|
24
|
|
24
|
|
|
|
|
|
1,007
|
|
641
|
Compensation of key management
personnel represents the charge to the profit or loss in respect of
the remuneration of the executive Directors. At 31 December
2023, there were four executive
Directors (2022: four).
Further details of remuneration of the Board and
key management personnel relating to 2023 are contained in the
Directors' Remuneration Report in the annual report.
25
Contingent liabilities
At 31 December 2023, the banks
acting for Gulf Marine Middle East FZE, one of the subsidiaries of
the Group, had issued performance bonds amounting to US$ 19.6
million (31 December 2022: US$ 18.0 million), all of which were
counter-indemnified by other subsidiaries of the Group.
26
Commitments
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Capital commitments
|
7,825
|
|
6,221
|
Capital commitments comprise
mainly capital expenditure, which has been contractually agreed
with suppliers for future periods for equipment or the upgrade of
existing vessels.
27
Financial
instruments
Categories of financial instruments
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
Financial
assets:
|
|
|
|
|
|
|
|
Current
assets at amortised cost:
|
|
|
|
Cash and cash equivalents
(Note 12)
|
8,666
|
|
12,275
|
Trade receivables and other
receivables (Note
9,10)*
|
33,388
|
|
34,567
|
|
|
|
|
Current assets
recorded at FVTPL:
|
|
|
|
Interest rate swap (Note 11)
|
-
|
|
386
|
|
|
|
|
Total
financial assets
|
42,054
|
|
47,228
|
*Trade and other receivables exclude prepayments and advances
to suppliers.
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
Financial
liabilities:
|
|
|
|
|
|
|
|
Derivatives
recorded at FVTPL:
|
|
|
|
Warrants (Note 11)
|
14,275
|
|
3,198
|
|
|
|
|
Financial
liabilities recorded at amortised cost:
|
|
|
|
Trade and other payables (Note 21)*
|
31,116
|
|
26,986
|
Lease liabilities (Note 23)
|
3,356
|
|
3,522
|
Current bank borrowings -
scheduled repayments within one year
(Note 22)
|
41,500
|
|
30,000
|
Non-current bank borrowings -
scheduled repayments more than one year
(Note 22)
|
234,439
|
|
298,085
|
|
|
|
|
Total
financial liabilities
|
324,686
|
|
361,791
|
* Trade and other payables
excludes amounts of deferred revenue and VAT
payable.
The following table combines information about
the following;
· Fair values of
financial instruments (except financial instruments when carrying
amount approximates their fair value); and
· Fair value
hierarchy levels of financial liabilities for which fair value was
disclosed.
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
Financial
assets:
|
|
|
|
|
|
|
|
Recognised at
level 2 of the fair value hierarchy:
|
|
|
|
Interest rate swap (Note 11)
|
-
|
|
386
|
|
|
|
|
Financial
liabilities:
|
|
|
|
|
|
|
|
Recognised at
level 3 of the fair value hierarchy:
|
|
|
|
Warrants (Note 11)
|
14,275
|
|
3,198
|
|
|
|
|
27
Financial
instruments (continued)
Categories of
financial instruments (continued)
The fair value of financial
instruments classified as level 3 are, in certain circumstances,
measured using valuation techniques that incorporate assumptions
that are not evidenced by the prices from observable current market
transactions in the same instrument and are not based on observable
market data.
The fair value of the Group's
warrants at 31 December 2023 has been arrived at on the basis of a
valuation carried out at that date by a third- party expert, an
independent valuer not connected with the Group. The valuation
conforms to International Valuation Standards. The fair value was
determined using a Monte-Carlo simulation.
Favourable and unfavourable
changes in the value of financial instruments are determined on the
basis of changes in the value of the instruments as a result of
varying the levels of the unobservable parameters, quantification
of which is judgmental. There have been no transfers between Level
2 and Level 3 during the years ended 31 December 2023 and 31
December 2022.
Capital risk
management
The Group manages its capital to support its
ability to continue as a going concern while maximising the return
on equity. The Group does not have a formalised optimal target
capital structure or target ratios in connection with its capital
risk management objectives. The capital structure
of the Group consists of net bank debt and total equity. The Group
continues to take measures to de-leverage the Company and intends
to continue to do so in the coming years.
Material
accounting policies
Details of the material accounting policies
and methods adopted, including the criteria for recognition, the
basis of measurement and the basis on which income and expenses are
recognised, in respect of each class of financial asset, financial
liability and equity instrument are disclosed in Note 3 to the consolidated financial
statements.
Financial
risk management objectives
The Group is exposed to the following risks
related to financial instruments - credit risk, liquidity risk,
interest rate risk and foreign currency risk. Management actively
monitors and manages these financial risks relating to the
Group.
Credit risk
management
Credit risk refers to the risk that a
counterparty will default on its contractual obligations resulting
in financial loss to the Group and arises principally from the
Group's trade and other receivables and cash and cash
equivalents.
The Group has adopted a policy of dealing when
possible, with creditworthy counterparties while keen to maximize
utilization for its vessels.
Cash balances held with banks are assessed to have
low credit risk of default since these banks are highly regulated
by the central banks of the respective countries. At the year-end,
cash at bank and in hand totaled US$ 8.7 million
(2022: US$ 12.3 million), deposited with banks with Fitch
short-term ratings of F2 to F1+ (Refer to Note 12).
27
Financial
instruments (continued)
Credit risk
management (continued)
Concentration of credit risk arises when a
number of counterparties are engaged in similar business
activities, or activities in the same geographic region, or have
similar economic features that would cause their ability to meet
contractual obligations to be similarly affected by changes in
economic, political or other conditions. Concentration of credit
risk indicates the relative sensitivity of the Group's performance
to developments affecting a particular industry or geographic
location. During the year, vessels were chartered to 7 companies in
the Arabian Peninsula region and 2 companies in Europe, including
NOCs and engineering, procurement and construction ("EPC")
contractors.
At 31 December 2023, 7 companies in specific regions accounted for
99% (2022: 9 companies in specific regions
accounted for 99%) of the outstanding
trade receivables.
The credit risk on liquid funds is limited
because the funds are held by banks with high credit ratings
assigned by international agencies.
The amount that best represents maximum credit
risk exposure on financial assets at the end of the reporting
period, in the event counterparties failing to perform their
obligations generally approximates their carrying value.
The Group considers cash and cash equivalents
and trade and other receivables which are neither past due nor
impaired to have a low credit risk and an internal rating of
'performing'. Performing is defined as a counterparty that has a
stable financial position and which there are no past due
amounts.
Liquidity
risk management
Ultimate responsibility for liquidity risk
management rests with the Board of Directors. The Group manages
liquidity risk by seeking to maintain sufficient facilities to
ensure availability of funds for forecast and actual cash flow
requirements.
The table below summarises the maturity
profile of the Group's financial liabilities. The contractual
maturities of the Group's financial liabilities have been
determined on the basis of the remaining period at the end of the
reporting period to the contractual maturity date. The maturity
profile is monitored by management to assist in ensuring adequate
liquidity is maintained. Refer to Going Concern in Note 3.
27
Financial
instruments (continued)
Liquidity
risk management (continued)
The maturity profile of the assets and
liabilities at the end of the reporting period based on contractual
repayment arrangements was as follows:
|
|
|
Contractual cash
flows
|
|
Interest
rate
|
Carrying
amount
|
Total
|
1 to 3
months
|
4 to 12
months
|
2 to 5
years
|
31
December 2023
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
|
|
Non-interest bearing financial liabilities
|
|
|
|
|
|
|
Trade and other
payables*
|
|
31,116
|
31,116
|
31,116
|
-
|
-
|
Interest bearing financial liabilities
|
8.6%-9.2%
|
|
|
|
|
|
Bank borrowings-
principal
|
|
275,939
|
275,939
|
4,000
|
37,500
|
234,439
|
Interest on bank
borrowings
|
|
133
|
32,984
|
5,955
|
17,164
|
9,865
|
Lease liabilities
|
|
3,356
|
3,356
|
618
|
1,155
|
1,583
|
Interest on lease
liabilities
|
|
-
|
251
|
60
|
110
|
81
|
|
|
|
|
|
|
|
|
|
310,544
|
343,646
|
41,749
|
55,929
|
245,968
|
|
Interest rate
|
Carrying
amount
|
Total
|
1 to
3
months
|
4 to
12
months
|
2 to
5
years
|
|
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
31 December 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing financial liabilities
|
|
|
|
|
|
|
Trade and other
payables*
|
|
26,986
|
26,986
|
26,986
|
-
|
-
|
Interest bearing financial liabilities
|
3.2%-6.7%
|
|
|
|
|
|
Bank borrowings-
principal
|
|
328,085
|
328,085
|
7,500
|
22,500
|
298,085
|
Interest on bank
borrowings
|
|
-
|
40,395
|
2,656
|
7,603
|
30,136
|
Lease liabilities
|
|
3,522
|
3,522
|
462
|
1,383
|
1,677
|
Interest on lease
liabilities
|
|
-
|
148
|
20
|
42
|
86
|
|
|
|
|
|
|
|
|
|
358,593
|
399,136
|
37,624
|
31,528
|
329,984
|
*Trade and other payables
excludes amounts of deferred revenue and VAT
payable.
In addition to above table, capital commitments are expected
to be settled in next twelve months.
Interest rate
risk management
The Group is exposed to cash flow interest
rate risk on its bank borrowings. The Group enters into floating
interest rate instruments for the same. Further, the Group had
an Interest Rate Swap (IRS) arrangement,
originally in place, with a notional amount of US$ 50.0 million.
The remaining notional amount hedged under the IRS as at 31
December 2023 was US$ nil (31 December 2022: US$ 23.1 million). The
IRS hedged the risk of variability in interest payments by
converting a floating rate liability to a fixed rate liability. The
IRS arrangement matured during the year, therefore, the fair value
of the IRS as at 31 December 2023 was US$ nil (31 December 2022:
asset value US$ 0.4 million). In 2020 cash
flows of the hedging relationship for the IRS were not highly
probable and, therefore, hedge accounting was discontinued from
that point. A change of 100 basis points in interest rates at the
reporting date would have increased/(decreased) consolidated
statement of profit or loss and other comprehensive income by US $
3.3 million.
27
Financial
instruments (continued)
Foreign currency risk management
The majority of the Group's transactions are
denominated in US Dollars, UAE Dirhams, Euros and Pound Sterling.
As the UAE Dirham, Saudi Riyal and Qatari Riyal are pegged to the
US Dollar, balances in UAE Dirham, Saudi Riyal and Qatari Riyal are
not considered to represent significant currency risk. Transactions
in other foreign currencies entered into by the Group are
short-term in nature and therefore management considers that the
currency risk associated with these transactions is
limited.
The carrying amounts of the Group's
significant foreign currency denominated monetary assets include
cash and cash equivalents and trade receivables and liabilities
include trade payables. The amounts at the reporting date are as
follows:
|
Assets
|
|
Liabilities
|
|
31 December
|
|
31 December
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
|
|
|
|
|
|
|
US Dollars
|
21,912
|
|
26,556
|
|
3,421
|
|
13,146
|
UAE Dirhams
|
1,154
|
|
283
|
|
6,482
|
|
1,110
|
Saudi Riyals
|
8,531
|
|
10,332
|
|
1,307
|
|
-
|
Pound Sterling
|
12
|
|
31
|
|
2,003
|
|
1,218
|
Euros
|
6,141
|
|
4,535
|
|
-
|
|
-
|
Qatari Riyals
|
3,694
|
|
6,237
|
|
-
|
|
317
|
Norwegian Krone
|
-
|
|
2
|
|
-
|
|
-
|
Others
|
-
|
|
26
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
41,444
|
|
48,002
|
|
13,213
|
|
15,791
|
At 31 December 2023, if the
exchange rate of the currencies other than the UAE Dirham, Saudi
Riyal and Qatari Riyal had increased/decreased by 10% against the
US Dollar, with all other variables held constant, the Group's
profit for the year would have been higher/lower by US$ 0.4
million (2022: higher/lower by US$ 0.9 million)
mainly as a result of foreign exchange loss or gain on translation
of Euro and Pound Sterling denominated balances.
28
Long term incentive plans
The Group had Long Term Incentive
Plans ("LTIPs") which were granted to senior management, managers
and senior offshore officers.
The employment condition attached
to the Groups LTIP's was that each eligible employee of the Company
must remain in employment during the three-year vesting period. For
2019 and 2020 awards, LTIPs were aligned to Company's share
performance. The release of these shares was conditional upon
continued employment and market vesting conditions. There were no
LTIP awards granted during 2021.
During the year ended 31 December
2023, the market vesting conditions for the LTIP awards granted in
2020 were not met, and all LTIP awards issued in 2020 were
forfeited.
During the year ended 31 December
2022, additional LTIPs awards were granted to the Chairman and
Senior Management. The awards were to vest over three years subject
to the same employment conditions and performance conditions being
met in 2024 based on defined ranges. There was an underpin
condition such that no awards would vest if the debt leverage in
the Group exceeded 4.0 times EBITDA at 31 December 2022. As this
criterion had not been met all LTIP awards issued in 2022 were
forfeited.
Equity-settled share-based
payments were measured at fair value at the date of grant. The fair
value determined, using the Binomial Probability Model together
with Monte Carlo statistical 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 and the risk-free interest
rate for the term of the award.
28
Long term incentive plans (continued)
Non-market vesting conditions were
taken into account by adjusting the number of equity instruments
expected to vest at each balance sheet date so that, ultimately,
the cumulative amount recognised over the vesting period was based
on the number of awards that eventually vest. Any market vesting
conditions were factored into the fair value of the share-based
payment granted.
To the extent that share-based
payments are granted to employees of the Group's subsidiaries
without charge, the share-based payment is capitalised as part of
the cost of investment in subsidiaries.
The number of share awards granted by the Group
during the year is given in the table below:
|
2023
|
|
2022
|
|
000's
|
|
000's
|
At the beginning of
the year
|
1,176,014
|
|
2,499,714
|
Granted in the year
|
-
|
|
9,460,000
|
Cash settled in the year
|
-
|
|
(921,310)
|
Forfeited in the year
|
(1,176,014)
|
|
(9,862,390)
|
|
|
|
|
|
|
|
|
At the end of the
year
|
-
|
|
1,176,014
|
The weighted average remaining
contractual life for the vesting period outstanding as at 31
December 2023 was nil years (31 December 2022: 0.1 years). The
weighted average fair value of shares granted during the period
to
31 December 2023 was US$ nil (31 December 2022: US$ 0.06
million).
|
|
LTIP
|
|
LTIP
|
|
LTIP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant date
|
|
14 Jun 2022
|
|
29 May 2020
|
|
15 Nov 2019
|
|
|
|
|
|
|
|
Share price
|
|
£0.06
|
|
£0.09
|
|
£0.08
|
|
|
|
|
|
|
|
Exercise price
|
|
£0.00
|
|
£0.00
|
|
£0.00
|
|
|
|
|
|
|
|
Expected volatility
|
|
102%
|
|
120%
|
|
103%
|
|
|
|
|
|
|
|
Risk-free rate
|
|
2.17%
|
|
0.01%
|
|
0.48%
|
|
|
|
|
|
|
|
Expected dividend yield
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
|
|
|
|
|
|
|
Vesting period
|
|
3 years
|
|
3 years
|
|
3 years
|
|
|
|
|
|
|
|
Award life
|
|
3 years
|
|
3 years
|
|
3 years
|
The expected share price
volatility of Gulf Marine Services PLC shares was determined by
considering the historical share price movements for a three-year
period up to the grant date (and of each of the companies in the
peer group). The risk-free return was determined from similarly
dated zero coupon UK government bonds at the time the share awards
were granted, using historical information taken from the Bank of
England's records.
29
Dividends
There was no dividend declared or
paid in 2023 (2022: nil). No final dividend in respect of the year
ended
31 December 2023 is to be proposed at the 2023 AGM. The Directors
have approved a residual dividend policy which seeks to strike a
balance between funding growth initiatives and providing returns to
shareholders. Management is currently evaluating the timing for its
implementation.
30
Segment reporting
The Group has identified that the Directors
and senior management team are the chief operating decision makers
in accordance with the requirements of IFRS 8 'Operating Segments'. Segment
performance is assessed based upon adjusted gross profit/(loss),
which represents gross profit/(loss) before depreciation and
amortisation and loss on impairment of assets. The reportable
segments have been identified by Directors and senior management
based on the size and type of asset in operation.
The operating and reportable segments of the
Group are (i) K-Class vessels, which include the Kamikaze, Kikuyu,
Kawawa, Kudeta, Keloa and Pepper vessels (ii) S-Class vessels,
which include the Shamal, Scirocco and Sharqi vessels, and (iii)
E-Class vessels, which include the Endeavour, Endurance, Enterprise
and Evolution vessels.
All of these operating segments earn revenue related
to the hiring of vessels and related services including charter
hire income, messing and accommodation services, personnel hire and
hire of equipment. The accounting policies of the operating
segments are the same as the Group's accounting policies described
in Note 3.
|
Revenue
|
|
Gross profit before adjustments for
depreciation, amortisation and impairment charges
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
E-Class
vessels
|
60,955
|
|
51,135
|
|
41,864
|
|
32,024
|
S-Class
vessels
|
35,018
|
|
33,986
|
|
23,217
|
|
23,899
|
K-Class
vessels
|
55,630
|
|
48,036
|
|
33,375
|
|
27,827
|
|
151,603
|
|
133,157
|
|
98,456
|
|
83,750
|
|
|
|
|
|
|
|
|
Depreciation charged
to cost of sales
|
|
|
|
|
(24,153)
|
|
(23,567)
|
Amortisation charged
to cost of sales
|
|
|
|
|
(4,687)
|
|
(5,613)
|
Expected credit
losses
|
|
|
|
|
(207)
|
|
(1,824)
|
Adjusted gross profit
|
|
|
|
|
69,409
|
|
52,746
|
|
|
|
|
|
|
|
|
Impairment
loss
|
|
|
|
|
(3,565)
|
|
(13,192)
|
Reversal of
impairment
|
|
|
|
|
36,993
|
|
20,980
|
Gross profit
|
|
|
|
|
102,837
|
|
60,534
|
|
|
|
|
|
|
|
|
Finance
expense
|
|
|
|
|
(31,431)
|
|
(17,656)
|
Impact of change in
fair value of warrants
|
|
|
|
|
(11,077)
|
|
(2,481)
|
Other general and
administrative expenses
|
|
|
|
|
(14,645)
|
|
(13,212)
|
Foreign exchange
loss, net
|
|
|
|
|
(987)
|
|
(138)
|
Other
income
|
|
|
|
|
12
|
|
68
|
Finance
income
|
|
|
|
|
221
|
|
11
|
Profit for the year before
taxation
|
|
|
|
|
44,930
|
|
27,126
|
Segment revenue reported above represents revenue
generated from external customers. There were no inter-segment
sales in the years.
Segment assets and liabilities, including
depreciation, amortisation and additions to non-current assets, are
not reported to the key decision makers on a segmental basis and
are therefore, not disclosed.
Information
about major customers
During the year, four customers
(2022: four) individually accounted for more than 10% of the
Group's revenues. The related revenue figures for these major
customers, the identity of which may vary by year, was US$
49.7 million, US$
38.1 million, US$
25.3 million and
US$ 15.4 million (2022: US$ 9.0 million, US$ 22.1
million, US$ 43.1
million and US$
22.4 million).
30
Segment reporting
(continued)
Geographical
segments
Revenue by geographical segment is based on
the geographical location of the customer as shown
below.
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
United Arab
Emirates
|
58,452
|
|
51,848
|
Saudi
Arabia
|
38,088
|
|
22,645
|
Qatar
|
40,680
|
|
44,259
|
|
|
|
|
Total - Arabian
Peninsula region
|
137,220
|
|
118,752
|
|
|
|
|
Total -
Europe
|
14,383
|
|
14,405
|
|
|
|
|
Worldwide
Total
|
151,603
|
|
133,157
|
Type of
work
The Group operates in both the oil and gas and
renewables sector. Oil and gas revenues are driven from both client
operating cost expenditure and capex expenditure. Renewables are
primarily driven by windfarm developments from client expenditure.
Details are shown below.
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Oil and
Gas
|
137,220
|
|
118,752
|
Renewables
|
14,383
|
|
14,405
|
Total
|
151,603
|
|
133,157
|
Reversal of impairment of US$ 37.0 million and
impairment charge of US$ 3.6 million was recognised in
respect of property and equipment (Note 5) (2022: Reversal of impairment
of US$ 21.0 million and impairment charge of US $ 13.2 million)
attributable to the following reportable segments:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
E-Class
vessels
|
(16,340)
|
|
(3,319)
|
S-Class
vessels
|
(4,462)
|
|
4,631
|
K-Class
vessels
|
(12,626)
|
|
(9,100)
|
|
(33,428)
|
|
(7,788)
|
|
E-Class
vessels
|
S-Class
vessels
|
K-Class
vessels
|
Total
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
2023
|
|
|
|
|
Depreciation charged to cost of
sales
|
12,892
|
5,660
|
5,601
|
24,153
|
Amortisation charged to cost of
sales
|
2,035
|
692
|
1,960
|
4,687
|
Net reversal of
impairment
|
(16,340)
|
(4,462)
|
(12,626)
|
(33,428)
|
|
|
|
|
|
2022
|
|
|
|
|
Depreciation charged to cost of
sales
|
12,694
|
5,829
|
5,044
|
23,567
|
Amortisation charged to cost of
sales
|
2,302
|
839
|
2,472
|
5,613
|
Impairment charge/(reversal of
impairment charge) - net
|
(3,319)
|
4,631
|
(9,100)
|
(7,788)
|
31
Presentation of adjusted non-GAAP results
The following table provides a reconciliation
between the Group's adjusted non-GAAP and statutory financial
results:
|
Year ended 31 December
2023
|
Year ended 31 December
2022
|
|
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
|
151,603
|
-
|
151,603
|
133,157
|
-
|
133,157
|
Cost of sales
|
|
|
|
|
|
|
- Vessel operating expenses before
depreciation, amortisation and impairment
|
(53,147)
|
-
|
(53,147)
|
(49,407)
|
-
|
(49,407)
|
- Depreciation and
amortisation
|
(28,840)
|
-
|
(28,840)
|
(29,180)
|
-
|
(29,180)
|
Expected credit losses
|
(207)
|
-
|
(207)
|
(1,824)
|
-
|
(1,824)
|
Net reversal of
impairment*
|
-
|
33,428
|
33,428
|
-
|
7,788
|
7,788
|
Gross profit
|
69,409
|
33,428
|
102,837
|
52,746
|
7,788
|
60,534
|
|
|
|
|
|
|
|
General and administrative
|
|
|
|
|
|
|
- Amortisation
|
(3,188)
|
-
|
(3,188)
|
(2,635)
|
-
|
(2,635)
|
- Depreciation
|
(145)
|
-
|
(145)
|
(128)
|
-
|
(128)
|
- Other administrative
costs
|
(10,727)
|
-
|
(10,727)
|
(10,449)
|
-
|
(10,449)
|
- Exceptional legal
costs**
|
-
|
(585)
|
(585)
|
-
|
-
|
-
|
Operating profit
|
55,349
|
32,843
|
88,192
|
39,534
|
7,788
|
47,322
|
|
|
|
|
|
|
|
Finance income
|
221
|
-
|
221
|
11
|
-
|
11
|
Finance expense
|
(31,431)
|
-
|
(31,431)
|
(17,656)
|
-
|
(17,656)
|
Impact of change in fair value of
warrants
|
(11,077)
|
-
|
(11,077)
|
(2,481)
|
-
|
(2,481)
|
Other income
|
12
|
-
|
12
|
68
|
-
|
68
|
Foreign exchange loss,
net
|
(987)
|
-
|
(987)
|
(138)
|
-
|
(138)
|
Profit before taxation
|
12,087
|
32,843
|
44,930
|
19,338
|
7,788
|
27,126
|
|
|
|
|
|
|
|
Taxation
(charge)/credit
|
|
|
|
|
|
|
- Taxation charge
|
(2,329)
|
-
|
(2,329)
|
(1,724)
|
-
|
(1,724)
|
- Exceptional tax
expense**
|
-
|
(533)
|
(533)
|
-
|
-
|
-
|
Profit for the year
|
9,758
|
32,310
|
42,068
|
17,614
|
7,788
|
25,402
|
|
|
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company
|
9,032
|
32,310
|
41,342
|
17,538
|
7,788
|
25,326
|
Non-controlling
interests
|
726
|
-
|
726
|
76
|
-
|
76
|
|
|
|
|
|
|
|
Earnings per share
(basic)
|
0.89
|
3.18
|
4.07
|
1.73
|
0.76
|
2.49
|
Earnings per share
(diluted)
|
0.86
|
3.06
|
3.92
|
1.71
|
0.76
|
2.47
|
|
|
|
|
|
|
|
Supplementary
non
statutory
information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
55,349
|
32,843
|
88,192
|
39,534
|
7,788
|
47,322
|
Add: Depreciation and
amortisation
|
32,173
|
-
|
32,173
|
31,944
|
-
|
31,944
|
Adjusted EBITDA
|
87,522
|
32,843
|
120,365
|
71,478
|
7,788
|
79,266
|
* The reversal of impairment
credit/impairment charge on certain vessels have been added back to
gross profit to arrive at adjusted gross profit for the year ended
31 December 2023 and 2022 (refer to Note 5 for further details).
Management has adjusted this due to the nature of the transaction
which it believes is not directly related to operations management
are able to influence. This measure provides additional information
on the core profitability of the Group.
**These exceptional legal cost and exceptional tax expense
relates to ZATCA transfer pricing case legal fee and expected tax
outcome as explained in Note 8.
31
Presentation of adjusted non-GAAP results (continued)
|
Year ended 31 December
2023
|
Year
ended 31 December 2022
|
|
Adjusted non-GAAP
results
|
Adjusting
items
|
Statutory
total
|
Adjusted
non-GAAP results
|
Adjusting items
|
Statutory total
|
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
US$'000
|
|
|
|
|
|
|
|
Cashflow reconciliation:
|
|
|
|
|
|
|
Profit for the year
|
9,758
|
32,310
|
42,068
|
17,614
|
7,788
|
25,402
|
|
|
|
|
|
|
|
Adjustments for:
|
|
|
|
|
|
|
Net reversal of
impairment*
|
-
|
(33,428)
|
(33,428)
|
|
(7,788)
|
(7,788)
|
Finance expenses
|
31,431
|
-
|
31,431
|
17,656
|
-
|
17,656
|
Impact of change in fair value of
warrants
|
11,077
|
-
|
11,077
|
2,481
|
-
|
2,481
|
Other adjustments **
|
34,145
|
1,118
|
35,263
|
35,276
|
-
|
35,276
|
Cash flow from operating activities
before movement in working capital
|
86,411
|
-
|
86,411
|
73,027
|
-
|
73,027
|
|
|
|
|
|
|
|
Change in trade and other
receivables
|
2,003
|
-
|
2,003
|
5,610
|
-
|
5,610
|
Change in trade and other
payables
|
8,140
|
-
|
8,140
|
5,005
|
-
|
5,005
|
Cash generated from
operations
|
96,554
|
-
|
96,554
|
83,642
|
-
|
83,642
|
|
|
|
|
|
|
|
Income tax paid
|
(2,151)
|
-
|
(2,151)
|
(1,077)
|
-
|
(1,077)
|
Net
cash flows from operating activities
|
94,403
|
-
|
94,403
|
82,565
|
-
|
82,565
|
|
|
|
|
|
|
|
Net
cash flows used in investing activities
|
(12,788)
|
-
|
(12,788)
|
(6,304)
|
-
|
(6,304)
|
|
|
|
|
|
|
|
Payment of issue costs on bank
borrowings
|
(374)
|
-
|
(374)
|
(148)
|
-
|
(148)
|
Other cash flows used in financing
activities
|
(84,850)
|
-
|
(84,850)
|
(72,109)
|
-
|
(72,109)
|
Net
cash flows used in financing activities
|
(85,224)
|
-
|
(85,224)
|
(72,257)
|
-
|
(72,257)
|
|
|
|
|
|
|
|
Net
change in cash and cash equivalents
|
(3,609)
|
-
|
(3,609)
|
4,004
|
-
|
4,004
|
*The reversal of impairment credit/impairment charge on
certain vessels and related assets have been added back to cash
flow from operating activities before movement in working capital
for the year ended 31 December 2023 and 2022 (refer to Note 5 for
further details).
**These exceptional legal cost and exceptional tax expense
relates to ZATCA transfer pricing case legal fee and expected tax
outcome as explained in Note 8.
32
Earnings per
share
|
2023
|
|
2022
|
|
|
|
|
Profit for the purpose of basic and
diluted earnings per share being profit for the year attributable
to Owners of the Company (US$'000)
|
41,342
|
|
25,326
|
|
|
|
|
Profit for the purpose of adjusted
basic and diluted earnings per share (US$'000) (Note 31)
|
9,032
|
|
17,538
|
|
|
|
|
Weighted average number of shares
('000)
|
1,016,415
|
|
1,016,415
|
|
|
|
|
Weighted average diluted number of
shares in issue ('000)
|
1,055,003
|
|
1,024,124
|
|
|
|
|
Basic earnings per share
(cents)
|
4.07
|
|
2.49
|
Diluted earnings per share
(cents)
|
3.92
|
|
2.47
|
Adjusted earnings per share
(cents)
|
0.89
|
|
1.73
|
Adjusted diluted earnings per share
(cents)
|
0.86
|
|
1.71
|
Basic earnings per share is calculated by
dividing the profit attributable to equity holders of the Company
(as disclosed in the statement of comprehensive income) by the
weighted average number of ordinary shares in issue during the
year.
Adjusted earnings per share is calculated on the
same basis but uses the profit for the purpose of basic earnings
per share (shown above) adjusted by adding back the non-operational
items, which were recognised in the consolidated statement of
profit or loss and other comprehensive income (Note 31). The adjusted earnings per
share is presented as the Directors consider it provides an
additional indication of the underlying performance of the
Group.
Diluted earnings per share is calculated by dividing
the profit attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the
year, adjusted for the weighted average effect of outstanding
warrants and LTIPs during the year.
Adjusted diluted earnings per share is
calculated on the same basis but uses adjusted profit (Note 31) attributable to equity
holders of the Group.
The following table shows a reconciliation
between the basic and diluted weighted average number of
shares:
|
2023
|
|
2022
|
|
'000s
|
|
'000s
|
|
|
|
|
Weighted average basic number of shares in issue
|
1,016,415
|
|
1,016,415
|
Weighted average effect of LTIP's
|
-
|
|
7,709
|
Weighted average effect of warrants
|
38,588
|
|
-
|
Weighted average diluted number of shares in issue
|
1,055,003
|
|
1,024,124
|
33
Revenue
All revenue in the above table is
in scope of IFRS 15 with the exception of lease income which is in
scope of IFRS 16.
|
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Charter hire
|
76,111
|
|
70,295
|
Lease income
|
57,073
|
|
44,543
|
Messing and
accommodation
|
9,173
|
|
12,746
|
Manpower income
|
5,418
|
|
3,516
|
Mobilisation and
demobilisation
|
2,255
|
|
1,281
|
Sundry income
|
1,573
|
|
776
|
|
|
|
|
|
151,603
|
|
133,157
|
|
|
|
|
|
|
|
|
Revenue recognised - over
time
|
149,871
|
|
131,958
|
Revenue recognised - point in
time
|
1,732
|
|
1,199
|
-
|
|
|
|
|
151,603
|
|
133,157
|
Included in mobilisation and
demobilisation income is an amount of US$ 0.6 million (2022 US$ 0.6
million) that was included as deferred revenue at the beginning of
the financial year.
Lease income:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
Maturity analysis:
|
|
|
|
Year 1
|
68,207
|
|
57,665
|
Year 2
|
56,551
|
|
36,696
|
Year 3 - 5
|
73,649
|
|
32,947
|
|
198,407
|
|
127,308
|
Split between:
|
|
|
|
Current
|
68,207
|
|
57,665
|
Non - current
|
130,200
|
|
69,643
|
|
198,407
|
|
127,308
|
Further descriptions on the above
types of revenue have been provided in Note 3.
34
Finance income
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Bank interest
|
221
|
|
11
|
35
Finance expense
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Interest on bank
borrowings
|
29,456
|
|
17,231
|
Gain on IRS reclassified to profit
or loss
|
279
|
|
279
|
Net loss / (gain) on changes in
fair value of interest rate swap (Note 11)
|
59
|
|
(1,078)
|
Interest on lease liabilities
(Note 23)
|
245
|
|
170
|
Other finance expenses
|
1,392
|
|
1,054
|
|
|
|
|
|
31,431
|
|
17,656
|
36
Profit for the year
The profit for the year is stated
after charging/(crediting):
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Total staff costs (see
below)
|
31,230
|
|
27,350
|
Depreciation of property and
equipment (Note
5)
|
24,297
|
|
23,695
|
Amortisation of dry-docking
expenditure (Note
6)
|
4,687
|
|
5,613
|
Depreciation of right-of-use
assets (Note 7)
|
3,188
|
|
2,635
|
Net charge of expected credit
losses (Note 9)
|
207
|
|
1,824
|
Auditor's remuneration (see
below)
|
1,127
|
|
787
|
Net foreign exchange
loss
|
987
|
|
138
|
Other income
|
(12)
|
|
(68)
|
Expense relating to short term
leases or leases of low value assets (Note 7)
|
228
|
|
965
|
Reversal of impairment loss
(Note 5)
|
(33,428)
|
|
(7,788)
|
The average number of full time
equivalent employees (excluding non-executive Directors) by
geographic area was:
|
2023
|
|
2022
|
|
Number
|
|
Number
|
|
|
|
|
Arabian Peninsula region
|
598
|
|
539
|
Rest of the world
|
30
|
|
28
|
|
|
|
|
|
628
|
|
567
|
The total number of full-time
equivalent employees (including executive Directors) as at 31
December 2023 was 660 (31 December 2022: 594). The number of
full-time employees increased in the year due to an increase in
offshore headcount from the second half of the year.
Their aggregate remuneration
comprised:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Wages and salaries
|
30,477
|
|
26,845
|
End of service benefit
(Note 20)
|
723
|
|
270
|
Share based payment
charge
|
17
|
|
45
|
Employment taxes*
|
13
|
|
190
|
|
31,230
|
|
27,350
|
*Employment taxes include US$ 6K
(2022: US $ 0.17 million) in respect of social security costs for
our crew working in France.
The analysis of the auditor's
remuneration is as follows:
|
2023
|
|
2022
|
|
US$'000
|
|
US$'000
|
|
|
|
|
Group audit fees
|
700
|
|
520
|
Overruns and out of pocket
expenses in relation to 2022 Group audit
|
177
|
|
-
|
Subsidiary audit fees
|
100
|
|
100
|
Total audit fees
|
977
|
|
620
|
|
|
|
|
Audit-related assurance
services
|
150
|
|
167
|
|
|
|
|
Total fees
|
1,127
|
|
787
|
37
Changes in liabilities arising from financing activities
The table below details changes in the Group's
liabilities arising from financing activities, including both cash
and non-cash changes. Liabilities arising from financing activities
are those for which cash flows were, or future cash flows will be,
classified in the Group's consolidated statement of cash flows as
cash flows from financing activities.
|
Derivatives
(Note 11)
|
|
Lease
liabilities
(Note 23)
|
|
Bank
borrowings
(Note 22)
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
At 1 January 2022
|
1,793
|
|
2,924
|
|
379,526
|
|
|
|
|
|
|
Financing cash flows
|
|
|
|
|
|
Repayment of bank
borrowings
|
-
|
|
-
|
|
(51,445)
|
Principal elements of lease
payments
|
-
|
|
(2,524)
|
|
-
|
Settlement of derivatives
|
(384)
|
|
-
|
|
-
|
Interest paid
|
-
|
|
(170)
|
|
(17,227)
|
Total financing cashflows
|
(384)
|
|
(2,694)
|
|
(68,672)
|
|
|
|
|
|
|
Non-cash changes:
|
|
|
|
|
|
Recognition of new lease liability
additions
|
-
|
|
3,122
|
|
-
|
Interest on lease liabilities
(Note 35)
|
-
|
|
170
|
|
-
|
Interest on bank borrowings
(Note 35)
|
-
|
|
-
|
|
17,231
|
Net gain on change in fair value of
IRS (Note 11)
|
(1,078)
|
|
-
|
|
-
|
Impact of change in fair value of
warrants (Note 11)
|
2,481
|
|
-
|
|
-
|
Total non-cash changes
|
1,403
|
|
3,292
|
|
17,231
|
At 31 December 2022
|
2,812
|
|
3,522
|
|
328,085
|
|
|
|
|
|
|
Financing cash flows
|
|
|
|
|
|
Repayment of bank
borrowings
|
-
|
|
-
|
|
(56,174)
|
Working capital facility
|
|
|
|
|
2,000
|
Principal elements of lease
payments
|
-
|
|
(3,330)
|
|
-
|
Settlement of derivatives
|
327
|
|
-
|
|
-
|
Interest paid
|
-
|
|
(245)
|
|
(27,428)
|
Total financing cashflows
|
327
|
|
(3,575)
|
|
(81,602)
|
|
|
|
|
|
|
Non-cash changes:
|
|
|
|
|
|
Recognition of new lease liability
additions
|
-
|
|
3,231
|
|
-
|
Derecognition of lease
liability
|
-
|
|
(67)
|
|
-
|
Interest on lease liabilities
(Note 35)
|
-
|
|
245
|
|
-
|
Interest on bank borrowings
(Note 35)
|
-
|
|
-
|
|
29,456
|
Net gain on change in fair value of
IRS (Note 11)
|
59
|
|
-
|
|
-
|
Impact of change in fair value of
warrants (Note 11)
|
11,077
|
|
-
|
|
-
|
Total non-cash changes
|
11,136
|
|
3,409
|
|
29,456
|
At
31 December 2023
|
14,275
|
|
3,356
|
|
275,939
|
38
Events after the reporting period
There were no subsequent events, that impact to
these consolidated financial statements after the reporting
period.
39
Reclassification
Certain figures have been reclassified since the
comparative consolidated financial statements as presented below.
We believe the revised presentation gives users better information
to understand these consolidated financial statements given the
materiality of the warrants in the current period.
|
Before
reclassification
|
|
Reclassifications
|
|
After
reclassification
|
|
US$'000
|
|
US$'000
|
|
US$'000
|
Consolidated statement of
profit or loss and other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
Finance expense (Note 35)
|
(20,137)
|
|
2,481
|
|
(17,656)
|
Impact of change in fair value of
warrants
|
-
|
|
(2,481)
|
|
(2,481)
|
A transposition error was identified in relation to
the presentation of derivative financial instruments on the face of
the consolidated statement of financial position in the prior
period. A current derivative liability ($3.2m) was included in both
the current liability and non-current liability section of the
statement of financial position. This has been corrected in the
comparative amounts in the current year.