Interim / Quarterly Report • Aug 26, 2020
Interim / Quarterly Report
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| Date of Announcement | 26 August 2020 |
|---|---|
| Reference | 175/2020 |
| Listing Rule | 5.16.20 |
This is a company announcement being made by the Company in compliance with Chapter 5 of the Listing Rules:
The Board of Directors approved the half yearly report of the Company for the financial period 1 January 2020 to 30 June 2020, a copy of which is attached herewith and is also available on the Company's website:
https://en.cnmarinas.com/grand-harbour-marina/notification%20&%20publication
Signed:
________________________ Louis de Gabriele
Company Secretary
Grand Harbour Marina p.l.c.
Six months ended 30 June 2020
Company Registration Number C 26891
| Page | |
|---|---|
| Interim Directors' report pursuant to listing rules 5.75.2 | 1 |
| Condensed consolidated financial statements | |
| Condensed consolidated statement of financial position | 5 |
| Condensed consolidated statement of profit or loss and other comprehensive income | 6 |
| Condensed consolidated statement of changes in equity | 7 |
| Condensed consolidated statement of cash flows | 8 |
| Notes to the condensed consolidated financial statements | 9 |
| Directors' Statement on the condensed consolidated financial statements | 34 |
The Directors present their interim report together with the unaudited condensed consolidated interim financial statements of the Company and its subsidiary (together referred to as the "Group"), and the Group's beneficial interest of 45% in a joint arrangement, IC Cesme Marina Yatirim, Turizm ve Islemeleri Anonim Sirketi ("IC Cesme"). The Group is itself a subsidiary of Camper & Nicholsons Marina Investments Limited ("CNMI" or the "Parent Company").
The principal activities of the Group are the development, operation and management of marinas.
The results for the first six months have been impacted by an uncertain economic situation caused by the coronavirus. This has led to a lower demand in some areas of the business and a weakening of the Turkish lira. In particular, due to the weakening of the Turkish Lira, a loss on the operation of the Cesme Marina is being reported, which in turn led to a group loss before tax. However, the Company is still reporting positive results from an operational perspective.
There was no dividend payment during the six months ended 30 June 2020 (June 2019: €Nil).
Group loss before tax for the period ended 30 June 2020, which includes the 45% share of the losses of IC Cesme, amounted to €0.05 million (June 2019: profit before tax of €0.33 million). During the period ended 30 June 2020 the Group generated net cash flows from operating activities of €0.36 million (June 2019: €0.54 million).
The published figures have been extracted from the unaudited management financial statements for the six months ended 30 June 2020 and the interim condensed consolidated financial statements for the comparative period in 2019.
The report is being published in terms of Listing Rule 5.75 issued by the Listing Authority and has been prepared in accordance with the applicable Listing Rules and International Accounting Standard 34- Interim Financial Reporting. The financial statements published in this half yearly report have been condensed with the requirements of IAS 34. In terms of the Listing Rule 5.75.5, the Directors are stating that these condensed interim financial statements have not been audited or reviewed by the company's independent auditors.
Grand Harbour Marina p.l.c. (including 45% of IC Cesme Marina, Turkey)
| January – June | |||
|---|---|---|---|
| 2020 €m |
2019 €m |
2018 €m |
|
| Total revenues | 2.8 | 2.9 | 3.3 |
| EBITDA | 1.3 | 1.3 | 1.3 |
| PBT | (0.1) | 0.3 | 0.6 |
| Capital expenditure | - | 1.4 | 0.2 |
The Group's share price has traded in a range of €0.45 to €0.75 from January 2020 up to 26 August 2020. The market capitalisation was €14.4 million as at 26 August 2020.
The equity method requires the recognition of the 45% share in IC Cesme post-acquisition profits, together with the initial cost of the investment and the equity reserves of the Company. This is disclosed under 'Equityaccounted investee' on the Asset section and under 'Total Equity' on the Equity and Liabilities section of the Condensed consolidated statement of financial position. As at 30 June 2020, this amounted to a share of cumulative post-acquisition profit of €0.11 million (December 2019: €0.49 million).
The corresponding equity method adjustment in the Condensed consolidated statement of profit or loss and other comprehensive income is disclosed under 'Share of profit of equity-accounted investee, net of tax' and relates to the 45% share in IC Cesme profit or loss for the period being reported. For the period ended 30 June 2020, this amounted to a share of pre-tax and post-tax loss of €0.55 million and €0.41 million respectively (June 2019: share of pre-tax and post-tax profit of €0.06 million and €0.10 million respectively). All other movements between the current reporting period and their comparatives are related solely to the Company.
Grand Harbour Marina, Malta
| January – June | |||
|---|---|---|---|
| 2020 | 2019 | 2018 | |
| €m | €m | €m | |
| Marina operating revenues | 2.1 | 2.0 | 2.4 |
| EBITDA | 1.0 | 0.9 | 0.9 |
| PBT | 0.4 | 0.2 | 0.5 |
| Capital expenditure | - | - | 0.1 |
The company registered €2.1 million in operating revenues, a marginal increase over the corresponding period of 2019, despite experiencing significant disruption due to the COVID-19 pandemic (see notes 6 and 24.4), while underperforming by €0.3 million when compared to the first half of 2018, attributable to the loss of income from visitor contracts and the consequential lower revenue from utilities.
EBITDA also performed slightly better than 2019 and 2018, thanks to the change in strategy adopted by the Group, savings on cost of sales and sales-related expenses which offset some of the sales shortfall, and the government support in the form of wage subsidy (see note 24.4).
After deducting depreciation of €0.2 million and net finance costs of €0.4 million, including €0.2 million relating to notional interest on lease liabilities as required by IFRS 16, GHM achieved a profit before tax of €0.4 million (June 2019: €0.2 million).
IC Cesme Marina, Turkey (100%)
| January – June | |||
|---|---|---|---|
| 2020 €m |
2019 €m |
2018 €m |
|
| Seaside revenues | 1.0 | 1.1 | 1.1 |
| Landside revenues | 0.5 | 0.8 | 0.9 |
| Total revenues | 1.5 | 1.9 | 2.0 |
| EBITDA | 0.7 | 0.9 | 0.8 |
| PBT | (1.2) | 0.1 | 0.3 |
| Capital expenditure | - | 3.1 | 0.1 |
IC Cesme Marina maintained seaside revenues at a level similar to those of 2018 and 2019. However, it experienced a significant drop in landside revenues because of partial curfews and social distancing measures. Total revenues for the period January – June 2020 stood at €1.5 million compared to €1.9 million for the same period in 2019. An important contributor to this result has been the drop in value of the Turkish Lira of 18%, compared to the exchange rate for the corresponding period in 2019.
Although visitor and seasonal revenues decreased, these were compensated for by 51 new annual contracts, that resulted in a net increase of 833 square metres of water area let over 2019 (30 June 2019: 766 square metres). Landside occupancy has been maintained at 98%, but revenues were severely affected by the closure of the commercial area and a curfew which was put in place for a three-month period.
This resulted in a 22% decrease in EBITDA to €0.7 million (30 June 2019: €0.9 million). After deducting exchange losses of €1.4 million, arising from Euro denominated loans (see loan 18) adversely affected by the weakening of the Turkish Lira, and interest costs, depreciation and IFRS 16-related expenses of €0.5 million, IC Cesme Marina generated a loss before tax of €1.2 million (30 June 2019: profit before tax €0.1 million).
The coronavirus will continue to impact certain parts of the business, especially superyacht and pontoon visitors in both Malta and Turkey and revenues from landside activities in Turkey. We reaffirm the position stated in the Company Announcement of 2 April 2020 that the Company has sufficient resources to meet all its payment obligations, including but not limited to salaries and annual bond interest payments and its ability to redeem in full its current €15 million bond, maturing in 2027.
The Board of Directors remains vigilant in following developments to mitigate risks and to exploit opportunties that may arise. We will continue to focus on enhancing the sustainability of the Company by improving its operating efficiency during these challenging times.
The Board of directors as at 30 June 2020 was:
Lawrence Zammit (Chairman) Franco Azzopardi David Martin Bralsford Victor Lap-Lik Chu Elizabeth Ka-Yee Kan Clive Peter Whiley
Approved by the Board of Directors on 26 August 2020 and signed on its behalf by:
Lawrence Zammit Chairman
| 2020 | 2019 | ||
|---|---|---|---|
| Note | €000 | €000 | |
| ASSETS | |||
| Property, plant and equipment | 14 | 4,930 | 5,059 |
| Deferred costs | 482 | 482 | |
| Right-of-use asset | 19 | 5,457 | 5,150 |
| Net investment lease receivable | 19 | 5 | 410 |
| Equity-accounted investee | 16 | 2,281 | 2,661 |
| Other investments | 17 | 5,915 | 5,651 |
| Loan to Parent company | 18 | 3,921 | 3,922 |
| Non-current assets | 22,991 | 23,335 | |
| Trade and other receivables | 20 | 3,389 | 1,091 |
| Cash and cash equivalents | 1,795 | 4,054 | |
| Current assets | 5,184 | 5,145 | |
| Total assets | 28,175 | 28,480 | |
| EQUITY | |||
| Share capital | 2,400 | 2,400 | |
| Exchange translation reserve | (184) | (97) | |
| Fair value reserve | (90) | 4 | |
| Retained earnings | 1,161 | 1,224 | |
| Total equity | 3,287 | 3,531 | |
| LIABILITIES | |||
| Lease liability | 21 | 6,095 | 6,090 |
| Debt securities in issue | 21 | 14,695 | 14,677 |
| Deferred tax liabilities | 1,050 | 1,149 | |
| Non-current liabilities | 21,840 | 21,916 | |
| Lease liability | 19 | 70 | 65 |
| Bank overdraft | 21 | - | 1 |
| Taxation payable | 497 | 263 | |
| Trade and other payables | 22 | 1,108 | 1,527 |
| Contract liabilities | 23 | 1,373 | 1,177 |
| Current liabilities | 3,048 | 3,033 | |
| Total liabilities | 24,888 | 24,949 | |
| Total equity and liabilities | 28,175 | 28,480 |
The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.
| 2020 | 2019 | ||
|---|---|---|---|
| Continuing operations | Note | €000 | €000 |
| Revenue | 10 | 2,092 | 2,026 |
| Direct costs | 11 | (440) | (421) |
| Contribution | 1,652 | 1,605 | |
| Selling and marketing expenses | 11 | (15) | (41) |
| Administrative and other expenses | 11 | (635) | (704) |
| Impairment loss on financial assets | 24 | (4) | - |
| Depreciation on plant and equipment | 14 | (138) | (134) |
| Depreciation on right-of-use-asset | 19 | (54) | (43) |
| Operating profit | 806 | 683 | |
| Finance income | 12 | 126 | 93 |
| Finance costs | 12 | (568) | (534) |
| Net finance costs | (442) | (441) | |
| Share of profit of equity-accounted investee, net of tax | 16 | (410) | 100 |
| Profit before tax | (46) | 342 | |
| Income tax expense | 13 | (135) | (105) |
| (Loss)/ Profit for the period | (181) | 237 | |
| Other comprehensive income: Items that are or may be reclassified subsequently to profit |
|||
| or loss | |||
| Foreign currency translation differences | 16 | 31 | (208) |
| Unrealised fair value movement on | |||
| debt investments at fair value | |||
| through other comprehensive | 17 | (94) | 42 |
| income (FVOCI) | |||
| Cumulative movement in fair value of debt securities | 17 | ||
| disposed of during the year reclassified to profit or loss | (1) | (8) | |
| Expected credit losses on investment in corporate debt | |||
| securities at FVOCI | 19 | 1 | - |
| Other comprehensive expense for the period, net of tax | (63) | (174) | |
| Total comprehensive income for the period | (244) | 63 | |
| Earnings per share (cents) | (1.219) | 0.315 |
The above condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
| Share capital €000 |
Translation reserve €000 |
Fair value reserve €000 |
Retained earnings €000 |
Total €000 |
|
|---|---|---|---|---|---|
| Balance as at 1 January 2019 | 2,400 | (218) | (4) | 1,112 | 3,290 |
| Total comprehensive income for the period |
|||||
| Profit for the period | - | - | - | 229 | 229 |
| Other comprehensive income: | |||||
| Foreign currency translation differences- equity accounted investees |
- | 145 | - | (353) | (208) |
| Debt investments at FVOCI – net change in fair value |
- | - | 42 | - | 42 |
| Total comprehensive income for the | |||||
| period | - | 145 | 42 | (124) | 63 |
| Balance at 30 June 2019 | 2,400 | (73) | 38 | 988 | 3,353 |
| Balance as at 1 January 2020 | 2,400 | (97) | 4 | 1,224 | 3,531 |
| Total comprehensive income for the period |
|||||
| Loss for the period | - | - | - | (181) | (181) |
| Other comprehensive income: | |||||
| Foreign currency translation differences- equity accounted investees |
- | (87) | - | 118 | 31 |
| Debt investments at FVOCI – net change in fair value |
- | - | (95) | - | (95) |
| Expected credit losses on investment in corporate debt securities at FVOCI |
- | - | 1 | - | 1 |
| Total comprehensive income for the | |||||
| period | - | (87) | (94) | (63) | (244) |
| Balance at 30 June 2020 | 2,400 | (184) | (90) | 1,161 | 3,287 |
The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
| 2020 | 2019 | ||
|---|---|---|---|
| Note | €000 | €000 | |
| Cash flows from operating activities | |||
| Profit for the period | (181) | 237 | |
| Adjustments for: | |||
| Depreciation on plant and equipment | 14 | 138 | 134 |
| Depreciation on right-of-use assets | 19 | 54 | 43 |
| Share of loss/ (profit) of equity accounted investee | 16 | 410 | (100) |
| Increase in expected credit losses (ECLs) | 24 | 4 | - |
| Net finance costs | 442 | 441 | |
| Tax expense | 13 | 135 | 105 |
| 1,002 | 860 | ||
| Changes in: | |||
| - Trade and other receivables |
(87) | 44 | |
| - Contract liabilities on berthing income |
212 | 302 | |
| - Trade and other payables |
(424) | (328) | |
| Cash generated from operating activities | 703 | 878 | |
| Interest paid | (340) | (340) | |
| Net cash from operating activities | 363 | 538 | |
| Cash flows from investing activities | |||
| Interest received/ (accrued) | 27 | (25) | |
| Acquisition of property, plant and equipment | 14 | (9) | (44) |
| Acquisition of corporate debt securities | 17 | (494) | (2,534) |
| Proceeds from disposal of corporate debt securities | 17 | 137 | 362 |
| Intercompany cash transfer | 25 | (2,000) | - |
| Net cash used in investing activities | (2,339) | (2,241) | |
| Cash flows from financing activities | |||
| Proceeds from subleased properties | 19 | 7 | 24 |
| Payment of lease liabilities | 19 | (290) | (322) |
| Net cash used in financing activities | (283) | (298) | |
| Net decrease in cash and cash equivalents | (2,259) | (2,001) | |
| Cash and cash equivalents at the 1 January | 4,053 | 8,324 | |
| Cash and cash equivalents at 30 June | 1,794 | 6,323 | |
| Expected credit losses on cash and cash equivalents | 24 | 1 | - |
| Cash and cash equivalents at 30 June, net of ECLs | 1,795 | 6,323 |
The above condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.
The condensed interim financial statements as at and for the six months ended 30 June 2020 comprise the Company and its joint venture (together referred to as "the Group").
These interim financial statements are being published in terms of Listing Rule 5.74 issued by the Listing Authority, have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2019 ('last annual financial statements'). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.
This Report has not been audited or reviewed by the Company's Independent Auditors.
These interim financial statements were authorised for issue by the Company's board of directors on 26 August 2020.
These interim financial statements have been prepared on the historical cost basis, except for other investments, which are measured at fair value on each reporting date. The financial statements have also been prepared on a going concern basis as explained below:
As at 30 June 2020, the Group and the Company had a positive working capital and equity position. In spite of the COVID-19 outbreak during 2020, the Board is of the view that in the light of the current financial position and the funding structure in place, the Group and the Company have adequate resources in order to continue to fund their own operations, meet their debts as they fall due and continue to operate as a going concern. On this basis the directors continue to adopt the going concern assumption underlying the basis of preparation of these financial statements.
These interim financial statements are presented in Euro (€), which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.
In preparing these interim financial statements, management has made judgements and estimates that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
Information about judgements, assumptions and estimation uncertainties as at 30 June 2020 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:
Additionally, while the changes in the following estimates and judgments have not had a material impact on the Group, the effects of COVID-19 have required revisions to:
A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
The Group regularly reviews significant unobservable inputs and valuation adjustments. If third party information is used to measure fair values, then the Group assesses the evidence obtained from third parties to support the valuation in accordance with IFRSs as adopted by the EU.
Significant valuation issues are reported to the Group's audit committee.
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair values hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Fair values have been determined based on the following methods. Where applicable, further information about the assumptions made in measuring fair values is included in note 24.
The World Health Organisations declared coronavirus and COVID-19 a global health emergency on 30 January 2020. Since then, the Group has experienced significant disruption to its operations in the following respects:
The significant events and transactions that have occurred since 31 December 2019 relate to the effects of the global pandemic on the Group's interim consolidated financial statements for the six months ended 30 June 2020 and are summarised as follows:
The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2019. A number of new standards are effective from 1 January 2020 but they do not have a material effect on the Group's financial statements.
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2020 and earlier application is permitted; however, the Group has not early adopted any of the forthcoming new or amended standards in preparing these condensed consolidated interim financial statements.
| Grand | Total for | |||
|---|---|---|---|---|
| Harbour | IC Cesme | Reportable | ||
| Marina | Marina | Segments | ||
| €000 | €000 | €000 | ||
| For the 6 months ended 30 June 2020 | ||||
| External revenues | 2,092 | 1,479 | 3,571 | |
| Reportable segment profit before tax | 364 | (913) | (549) | |
| For the 6 months ended 30 June 2019 | ||||
| External revenues | 2,026 | 1,857 | 3,883 | |
| Reportable segment profit before tax | 242 | 137 | 379 | |
| As at 30 June 2020 | ||||
| Reportable segment assets | 28,068 | 15,179 | 43,247 | |
| Reportable segment liabilities | (24,888) | (14,380) | (39,268) | |
| As at 31 December 2019 | ||||
| Reportable segment assets | 27,993 | 16,898 | 44,891 | |
| Reportable segment liabilities | (24,949) | (14,994) | (39,943) | |
| Reconciliation to Consolidated Amounts | |||
|---|---|---|---|
| Total for | |||
| Reportable | |||
| Segments | Eliminations | Group | |
| €000 | €000 | €000 | |
| For the 6 months ended 30 June 2020 | |||
| External revenues | 3,571 | (1,479) | 2,092 |
| Reportable segment profit before tax | (549) | 503 | (46) |
| For the 6 months ended 30 June 2019 | |||
| External revenues | 3,883 | (1,857) | 2,026 |
| Reportable segment profit before tax | 379 | (37) | 342 |
| As at 30 June 2020 | |||
| Reportable segment assets | 43,247 | (15,072) | 28,175 |
| Reportable segment liabilities | (39,268) | 14,380 | (24,888) |
| As at 31 December 2019 | |||
| Reportable segment assets | 44,891 | (16,411) | 28,480 |
| Reportable segment liabilities | (39,943) | 14,994 | (24,949) |
| 30 June 2020 €000 |
30 June 2019 €000 |
|
|---|---|---|
| Consolidated external revenue | 2,092 | 2,026 |
| Consolidated profit before tax | ======= (46) ======= |
======= 334 ======= |
| 30 June 2020 €000 |
31 Dec 2019 €000 |
|
| Assets Total assets of Grand Harbour Marina p.l.c. Share of post-acquisition profits of joint venture brought forward Share of profits of joint venture for the period/ year Foreign exchange currency translation differences for the period/ year |
28,068 487 (410) 30 |
27,993 406 71 10 |
| Consolidated assets | -------------- 28,175 ======= |
-------------- 28,480 ======= |
| Liabilities Total liabilities of reportable segments |
(24,888) -------------- |
(24,949) -------------- |
| Consolidated liabilities | (24,888) ======= |
(24,949) ======= |
The Company generates revenue primarily from berthing income from annual, seasonal and visitor boats berthed in the marina. Other income is generated through the provision of water and electricity and other ancillary services to such customers.
| 30 June 2020 €000 |
30 June 2019 €000 |
|
|---|---|---|
| Revenue from short-term berthing Ancillary services |
1,557 535 |
1,543 483 |
| Total revenues recognised in statement of profit or loss | -------------- 2,092 ======= |
-------------- 2,026 ======= |
The following table disaggregates revenue recognised from contracts with customers into appropriate categories, being annual, seasonal and visitor revenue streams.
| 30 June | 30 June | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Revenue from contracts with customers: | ||
| Revenue generated from pontoons: | ||
| Annual contracts | 752 | 708 |
| Seasonal contracts | 60 | 56 |
| Visitor contracts | 57 | 90 |
| Revenue generated from superyachts: | ||
| Service fees | 222 | 214 |
| Annual contracts | 140 | 91 |
| Seasonal contracts | 252 | 102 |
| Visitor contracts | 74 | 282 |
| Revenue from contracts with customers | -------------- 1,557 |
-------------- 1,543 |
| ======= | ======= | |
| Revenue from ancillary services | 535 | 483 |
| ======= | ======= | |
| Total revenue as reported in note 10.1 | 2,092 | 2,026 |
| ======= | ======= |
The following table provides information about receivables and contract liabilities from contracts with customers.
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Receivables, which are included in 'trade and other receivables' | 670 | 551 |
| Contract liabilities on berthing income | (1,371) | (1,159) |
The above receivables mainly relate to trade receivables arising on trading operations, and the contract liabilities relate to consideration received in advance from customers for berthing contracts, for which revenue is recognised over time. From the amount of €1,159k recognised in contract liabilities at the beginning of the period, €875k has been recognised as revenue for the period ended 30 June 2020.
As at reporting date, the Company did not have any contract assets as the Company's rights to consideration for satisfied performance obligations was fully completed and billed in full by the reporting date.
| 30 June | 30 June | ||
|---|---|---|---|
| 2020 €000 |
2019 €000 |
||
| Direct costs | 440 | 421 | |
| Operating expenses: | |||
| Directors' remuneration | 19 | 31 | |
| Wages and salaries | 318 | 315 | |
| Compulsory social security contributions | 22 | 22 | |
| Government grant (see note 6) | (74) | - | |
| Selling and distribution expenses | 15 | 41 | |
| Repairs and maintenance | 34 | 52 | |
| Variable lease payments | 50 | 49 | |
| Auditors' remuneration | 22 | 20 | |
| Impairment loss on financial assets (see note 24) | 4 | - | |
| Gain on asset write-off | (3) | - | |
| Operator fees (see note 25.2) | 99 | 100 | |
| Other operating expenses | 147 -------------- |
115 -------------- |
|
| Total expenses recognised in statement of profit or loss | 1,093 | 1,166 | |
| ======= | ======= | ||
| 12. | Net finance costs | ||
| 30 June | 30 June | ||
| 2020 | 2019 | ||
| €000 | €000 | ||
| Finance income: | |||
| Interest income under the effective interest method on: | |||
| Loans and receivables- measured at amortised cost (see note 25.2) | 33 | 35 | |
| Corporate debt securities- at FVOCI | 92 | 37 | |
| Interest income on lease receivable | - | 13 | |
| Corporate debt securities- at FVOCI | |||
| Gain on derecognition reclassified from OCI (see note 17) | 1 -------------- |
8 -------------- |
|
| Finance income | 126 | 93 | |
| Finance costs: | -------------- | -------------- | |
| Interest expenses on financial liabilities- measured at amortised cost | (335) | (335) | |
| Interest expense on lease liabilities (see note 19.1.2) | (191) | (179) | |
| Reversal of interest income on lease receivable | (23) | - | |
| Amortisation of bond issue costs (see note 21.4) | (17) | (17) | |
| Net foreign exchange losses | (1) | (3) | |
| Expected credit losses on investment in debt securities | |||
| at FVOCI (see note 24.3.2) | (1) | - | |
| Finance costs | -------------- (568) |
-------------- (534) |
|
| Net finance costs recognised in statement of profit or loss | -------------- (442) |
-------------- (441) |
|
| ======= | ======= |
Current tax is recognised at the corporate rate of 35% on the taxable income for the period from the Company's marina business activity, excluding that arising from the sale of long-term superyacht berths. During the periods ended 30 June 2020 and 2019, the Company did not conclude any such sale. Similarly, deferred tax charges and credits relate only to the marina business activity.
| 30 June 2020 €000 |
30 June 2019 €000 |
|
|---|---|---|
| Current tax: | ||
| Charge during the year | (234) -------------- |
(104) -------------- |
| (234) | (104) | |
| Deferred tax: | -------------- | -------------- |
| Credit/ (Charge) during the year | 99 -------------- |
(1) -------------- |
| 99 -------------- |
(1) -------------- |
|
| Tax expense on continuing operations recognised | ||
| in statement of profit or loss | (135) | (105) |
| ======= | ======= |
14.1
| Group and Company | Total | Superyacht berths | Pontoon berths | Improvements to leased properties |
Motor vehicles | Other plant and equipment |
Assets in the course of construction |
|---|---|---|---|---|---|---|---|
| Cost | €000 | €000 | €000 | €000 | €000 | €000 | €000 |
| Balance at 1 January 2019 | 9,468 | 4,340 | 3,581 | 774 | 47 | 574 | 152 |
| Additions | 195 | - | 193 | - | - | - | 2 |
| Assets written off | (178) | - | (178) | - | - | - | - |
| Reclassifications | - | (41) | (75) | 116 | - | - | - |
| Balance at 31 December 2019 |
9,485 | 4,299 | 3,521 | 890 | 47 | 574 | 154 |
| Balance at 1 January 2020 | 9,485 | 4,299 | 3,521 | 890 | 47 | 574 | 154 |
| Additions | 9 | - | (2) | - | 8 | 3 | - |
| Balance at 30 June 2020 | 9,494 | 4,299 | 3,519 | 890 | 55 | 577 | 154 |
| Group and Company | Total | Superyacht berths |
Pontoon berths | Improvements to leased properties |
Motor vehicles | Other plant and equipment |
Assets in the course of construction |
|---|---|---|---|---|---|---|---|
| Accumulated depreciation and impairment | €000 | €000 | €000 | €000 | €000 | €000 | €000 |
| Balance at 1 January 2019 | 4,253 | 1,074 | 2,085 | 593 | 37 | 464 | - |
| Depreciation charged for the year | 278 | 86 | 141 | 24 | 5 | 22 | - |
| Other | (114) | - | (114) | - | - | - | - |
| Assets written off | 9 | (1) | (3) | 13 | - | - | - |
| Balance at 31 December 2019 | 4,426 | 1,159 | 2,109 | 630 | 42 | 486 | - |
| Balance at 1 January 2020 | 4,426 | 1,159 | 2,109 | 630 | 42 | 486 | - |
| Depreciation charged for the year | 138 | 43 | 70 | 12 | 3 | 10 | - |
| Balance at 30 June 2020 |
4,564 | 1,202 | 2,179 | 642 | 45 | 496 | - |
| Carrying amounts | |||||||
| Balance at 1 January 2019 | 5,215 | 3,266 | 1,496 | 181 | 10 | 110 | 152 |
| Balance at 31 December 2019 | 5,059 | 3,140 | 1,412 | 260 | 5 | 88 | 154 |
| Balance at 30 June 2020 |
4,930 | 3,097 | 1,340 | 248 | 10 | 81 | 154 |
No capital commitments were authorised and contracted for, or yet to be contracted for, at the reporting date and at the end of the comparative period.
On 29 June 2011, the Company acquired from Camper & Nicholsons Marinas International Limited the 100% shareholding in Maris Marine Limited ("MML") for a consideration of €115. This dormant company is incorporated in the United Kingdom and the registered office of this subsidiary is situated at The White Building, 4 Cumberland Place, Southampton, SO15 2NP. The reporting date of this non-trading entity is 31 March.
The carrying amount of equity-accounted investments has changed as follows:
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Fair value of net identifiable assets at | ||
| date of acquisition | 1,082 | 1,082 |
| Goodwill inherent in the cost of investment | 848 | 848 |
| ------------ 1,930 |
-------------- 1,930 |
|
| Cumulative capital contributions | 244 | 244 |
| Cost of investment | ------------ 2,174 |
-------------- 2,174 |
| ====== | ======= | |
| Share of post-acquisition reserves | 487 | 406 |
| Share of profit for the period | (410) | 71 |
| Foreign currency translation difference arising | ||
| on share of profit for the period | 30 | 10 |
| Equity-accounted investee | ------------ 2,281 |
-------------- 2,661 |
| ====== | ======= |
The COVID-19 pandemic triggered the need for the Group to review, at interim stage, the recoverable amount of the investment in IC Cesme to determine whether it exceeds the carrying amount. The directors have included in their estimate of the recoverable amount analysis, the value of IC Cesme marina prepared by CBRE UK Limited as at 31 December 2019.
The recoverable amount was estimated based on its fair value less costs of disposal, following the BOT contract's extension to 31 December 2067. The fair value measurement falls within Level 3 of the fair value hierarchy. The fair value of the property has been arrived at by reference to its trading potential using a market comparison / income capitalisation valuation technique, whereby EBITDA for a reasonably efficient operator ("REO") is multiplied by a capitalisation multiple, and adjusted for other non-operating assets, net debt and a discount for joint control. EBITDA has been based on the 2020 actual performance for IC Cesme, adjusted for any normalisations applicable to REO. This EBITDA has been capitalised at a rate of 7.3% for the remainder of the term of 48 years for the BOT contract giving a capitalisation multiple of 13.3. The capitalisation rate was estimated on the basis of market information on transactions involving marinas. These are consistent with the December 2019 estimates, as the Group put more weight to the long-term macroeconomic forecasts used to calculate the recoverable amount, rather than focus on the temporary negative effect resulting from the impacts of COVID-19.
The estimated recoverable amount of the Company's investment in IC Cesme's net assets at Group and Company level, exceeds its' carrying amount by approximately €2,326k and €2,433k respectively (December 2019: €2,615k and €3,101k respectively). Management has identified the following assumption for which there could be a possible change that could cause the carrying amount to exceed the recoverable amount. The following table shows the extent by which the key assumption is required to vary in order for the estimated recoverable amount to be equal to the carrying amount.
| Key assumption | Value assigned |
Reasonably possible change in key assumption for recoverable amount to equal carrying amount |
||
|---|---|---|---|---|
| Company | Group | |||
| Yield % | 7.3% | +3.1% points | +2.9% points |
The carrying amount of other investments has changed as follows:
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Non-current: | ||
| Opening balance of corporate debt securities | 5,651 | 494 |
| Acquisition of corporate debt securities | 494 | 5,507 |
| Disposal of corporate debt securities | (136) | (355) |
| Net (decrease)/ increase in fair value | (94) | 5 |
| Closing balance of corporate debt securities at fair value | -------------- 5,915 |
-------------- 5,651 |
| Impairment loss on corporate debt securities, recognised in | -------------- | -------------- |
| Other Comprehensive income | (1) | (3) |
| ======= | ======= |
During the period ended 30 June 2020, the Company acquired investments in local listed bonds for €494k. Such investments have stated interest rates ranging from 3.25% to 6% and mature between 2023 and 2029. As at 30 June 2020, the value of such investments, by reference to quoted market prices on the Malta Stock Exchange, amounted to €5,915k (31 December 2019: €5,651k). Such a value was classified as a Level 1 investment by reference to the fair value hierarchy. During the interim period, the Company disposed of certain debt securities. The resulting fair value uplift of €1k recognised initially in OCI was recycled to profit or loss. The fair value loss of €94k on the remaining investments arising during the period ended 30 June 2020 (December 2019: fair value gain of €5k) has been presented in other comprehensive income and included in the fair value reserve.
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Non-current: | ||
| At 1 January | 3,922 | 2,950 |
| Transfer from current portion | - | 1,000 |
| Expected credit loss on €2.95m cash pledged in favour | ||
| of Isbank (see note 24.3.3) | (2) | (27) |
| Reversal/ (Charge) of expected credit loss on €1m intercompany | ||
| loan (see note 24.3.3) | 1 | (1) |
| Non-current | -------------- 3,921 |
-------------- 3,922 |
| Current: | -------------- | -------------- |
| At 1 January | - | 1,000 |
| Transfer to non-current portion | - | (1,000) |
| Current | -------------- - |
-------------- - |
| Total | -------------- 3,921 |
-------------- 3,922 |
| ======= | ======= |
Included in the reportable segment liabilities of IC Cesme (see note 9) is a subordinated loan of €6.55 million, with the Group's 45% share being €2.9 million. The subordinated loan provided by Isbank to IC Cesme is secured by cash pledges made by its shareholders, and Camper & Nicholsons Marina Investments Limited ("CNMI") acts as a guarantor and sponsor of IC Cesme's repayment obligations under the Term Facility and the Subordinated Loans to the extent of 45% (reflective of the Company's beneficial interest in IC Cesme) for any failure by IC Cesme to honour repayments. GHM has loaned €2.95 million to CNMI in recognition of the cash pledge of the same amount given by CNMI in support of the Group's share of the subordinated loan to IC Cesme.
In addition to the above pledged loan between the Company and its Parent company, additional upstream loans to the Parent company amount to €1 million, made up of two loan notes, one of €0.40 million and one of €0.60 million, carrying interest at a rate of 4% per annum and repayable by 31 December 2021.
19.1 As a lessee
| Water space | Properties | Total | |
|---|---|---|---|
| Non-current: | €000 | €000 | €000 |
| Balance at 1 January 2019 | 5,218 | 922 | 6,140 |
| Net Investment Receivable | - | (429) | (429) |
| Accrued lease payments under IAS 17 | (452) | - | (452) |
| Depreciation on right-of-use asset | (60) | (49) | (109) |
| Balance at 31 December 2019 | ------------- 4,706 ======== |
------------- 444 ========= |
------------- 5,150 ======= |
| Balance at 1 January 2020 Adjustment following sub-lease |
4,706 | 444 | 5,150 |
| termination (see note 19.2.2) | - | 361 | 361 |
| Depreciation on right-of-use asset | (30) | (24) | (54) |
| Balance at 30 June 2020 | ------------- 4,676 |
------------- 781 |
------------- 5,457 |
| ======== | ========= | ======= |
| Water space | Properties | Total | |
|---|---|---|---|
| €000 | €000 | €000 | |
| Balance at 1 January 2019 | 5,218 | 922 | 6,140 |
| Interest expense on lease liability | 328 | 53 | 381 |
| Lease payments related to the year | (254) | (112) | (366) |
| Balance at 31 December 2019 | ------------- 5,292 |
------------- 863 |
------------- 6,155 |
| ======== | ========= | ======= | |
| Balance at 1 January 2020 | 5,292 | 863 | 6,155 |
| Adjustment in accordance with retail price index | - | 2 | 2 |
| Interest expense on lease liability | 166 | 25 | 191 |
| Lease payments related to the year | (127) | (56) | (183) |
| Balance at 30 June 2020 | ------------- 5,331 |
------------- 834 |
------------- 6,165 |
| ======== | ========= | ======= |
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Non-current: | ||
| At 1 January | 410 | 429 |
| Adjustment following sub-lease termination (see note 19.2.2) | (359) | - |
| Lease receipts related to the period/ year | (22) | (45) |
| Unearned finance income related to the period/ year | (24) | 26 |
| -------------- 5 |
-------------- 410 |
|
| ======= | ======= |
19.2.2 The sub-lease agreement on the office building, which was classified as a finance lease under IFRS 16, and presented as "Net investment lease receivable" in the statement of financial position, was terminated in May 2020, and reclassified under "Right-of-use asset".
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Current: | ||
| Trade receivables, excluding related parties | 670 | 551 |
| Trade receivables due from related parties (see note 25.2) | 2,264 | 251 |
| Prepayments and other receivables | 455 | 289 |
| -------------- | -------------- | |
| 3,389 | 1,091 | |
| ======= | ======= |
21.1 This note provides information about the contractual terms of the Group's interest-bearing borrowings which are measured at amortised cost.
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Non-current | ||
| Debt securities in issue (see note 21.4) | 14,694 | 14,677 |
| ======= | ======= | |
| Current | ||
| Bank overdraft (see note 21.3) | - | 1 |
| ======= | ======= |
The terms and conditions of outstanding loans are as follows
| Nominal int | Year of | 30 June 2020 | 31 Dec 2019 | |||
|---|---|---|---|---|---|---|
| rate | maturity | Face | Carrying | Face | Carrying | |
| value | amount | value | amount | |||
| €000 | €000 | €000 | €000 | |||
| Repayable | ||||||
| Bank overdraft | 4.85% | on demand | - | - | 1 | 1 |
| Unsecured bond | 4.50% | 2027 | 15,000 | 14,694 | 15,000 | 14,677 |
| Total interest-bearing liabilities | 15,000 | 14,694 | 15,001 | 14,678 |
The bank overdraft represents the credit on the Company's credit card as at 30 June 2020, which is repaid on a monthly basis. This overdraft is secured by a pledge of €7k over cash balances held by the Company with HSBC Malta plc
By virtue of the Prospectus dated 26 June 2017, the Company announced the early redemption of the 7% unsecured €12 million bond issued in 2010, from the proceeds of a new unsecured bond for an amount of €15 million, to which the existing bondholders and shareholders were given the option to subscribe. The bonds had a nominal value of €100 per bond and were issued at par. The bonds are subject to a fixed interest rate of 4.5% per annum payable semi-annually in arrears on 22 February and 22 August of each year. All bonds are redeemable at par (€100 for each bond) on the 23 August 2027.
The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference between net proceeds and the redemption value of the bonds using the effective interest method as follows:
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Cumulative amortisation of gross amount of bond issue costs | ||
| Original face value of bonds issued | 15,000 | 15,000 |
| Gross amount of bond issue costs | ------------ (402) |
------------ (402) |
| Cumulative amortisation of gross amount of bond issue costs | 79 | 45 |
| Amortisation charge for the period/ year | 17 | 34 |
| Unamortised bond issue costs | ----------- (306) |
------------ (323) |
| Amortised cost and closing carrying amount of the bond | ------------ 14,694 |
------------ 14,677 |
| ====== | ====== |
21.4 The bonds have been admitted to the Official List of the Malta Stock Exchange. The quoted market price of the bonds at 30 June 2020 was €100.50 (31 December 2019: €104.60).
| 22.1 | 30 June 2020 €000 |
31 Dec 2019 €000 |
|---|---|---|
| Current: | ||
| Trade payables, excluding related parties | 127 | 442 |
| Trade payables due to related parties (see notes 22.2 and 25) | 75 | 142 |
| Other trade payables | 227 | 203 |
| Accrued expenses | 679 | 740 |
| -------------- 1,108 |
-------------- 1,527 |
|
| ====== | ====== |
22.2 The amounts owed to the related parties are unsecured, interest free and repayable on demand.
| 23.1 | 30 June 2020 €000 |
31 Dec 2019 €000 |
|---|---|---|
| Current: | ||
| Customer advances on berthing income (see note 23.2) | 1,371 | 1,159 |
| Deferred income on lease receivables (see note 23.3) | 2 | 18 |
| -------------- 1,373 |
-------------- 1,177 |
|
| ====== | ====== |
23.2 The contract liabilities relate to the consideration received in advance from customers for berthing contracts, for which revenue is recognised over time.
23.3 The deferred income on lease receivable relate to income received on subleased properties which relates to period after 30 June 2020.
At 30 June 2020 and 31 December 2019, the carrying amount of financial assets and financial liabilities approximated their fair values. Level 1 prices have been applied to arrive at the amount disclosed for the fair value of the bonds in issue and debt securities- FVOCI, whereas Level 3 inputs have been used to arrive at the fair value of the marina held by IC Cesme. The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Assets and liabilities classified under financial assets at amortised costs and under other financial liabilities respectively are not measured at fair value.
| Financial assets at | Financial assets at | Other financial | ||||||
|---|---|---|---|---|---|---|---|---|
| FVOCI | amortised cost | liabilities | Total | |||||
| 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |
| €000 | €000 | €000 | €000 | €000 | €000 | €000 | €000 | |
| Investment in corporate debt securities | 5,915 | 5,651 | - | - | - | - | 5,915 | 5,651 |
| Loans to Parent company | - | - | 3,922 | 3,922 | - | - | 3,922 | 3,922 |
| Trade and other receivables | - | - | 3,389 | 1,091 | - | - | 3,389 | 1,091 |
| Cash and cash equivalents | - | - | 1,795 | 4,054 | - | - | 1,795 | 4,054 |
| Unsecured debt securities in issue | - | - | - | - | (14,694) | (14,677) | (14,694) | (14,677) |
| Bank overdraft | - | - | - | - | - | (1) | - | (1) |
| Trade and other payables | - | - | - | - | (1,108) | (1,527) | (1,108) | (1,527) |
| Contract liabilities | - | - | - | - | (1,373) | (1,177) | (1,373) | (1,177) |
| ===== | ===== | ===== | ====== | ===== | ==== | ==== | ==== |
The Group has experienced changes to the following risks from its use of financial instruments due to the COVID-19 pandemic:
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's receivables from customers, loans receivable and investments in debt securities. The carrying amounts of financial assets represent the maximum credit exposure. Impairment losses on financial assets recognised in the statement of profit or loss and other comprehensive income were as follows:
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Write-off on trade receivables (see note 24.3.1) | 4 | - |
| Impairment loss on corporate debt securities at FVOCI (see note 24.3.2) | 1 | 3 |
| Impairment loss on cash pledged in favour of Isbank (see note 24.3.3) | 2 | 27 |
| (Reversal)/ Charge of impairment loss on intercompany | ||
| loan (see note 24.3.3) | (1) | 1 |
| (Reversal)/ Charge of impairment loss on cash and | ||
| cash equivalents (see note 24.3.4) | (1) | 2 |
| -------------- 5 |
-------------- 33 |
|
| ====== | ====== |
The Group's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate. Details of concentration of revenue are included in note 10. The majority of the Group's customers have been transacting with the Group for over four years, and less than 0.50% of these customers' balances have been written off or are credit-impaired at the reporting date. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are an individual or a legal entity, industry, trading history with the Group and existence of previous financial difficulties. At 30 June 2020, the exposure to credit risk for trade receivables by type of counterparty was as follows:
| 30 June 2020 €000 |
31 Dec 2019 €000 |
|
|---|---|---|
| Individuals | 244 | 159 |
| Legal entities | 281 | 300 |
| Agents | 145 | 92 |
| -------------- 670 |
-------------- 551 |
|
| ====== | ====== |
With regards to corporate customers, the Group allocates each exposure to a credit risk grade based on data that is determined to be predictive of the risk of loss (including but not limited to external ratings, audited financial statements, management accounts and cash flow projections and available press information about customers) and applying experienced credit judgement. Credit risk grades are defined using qualitative and quantitative factors that are indicative of the risk of default.
With regards to individual customers, the Group uses an allowance matrix to measure the ECLs of trade receivables from individual customers, which comprise a very large number of small balances.
Since loss rates are based on actual credit loss experience over the past five years, the Group's weighted average loss rate for its receivables is less than 0.12%, and therefore no expected credit losses for trade receivables are registered as at 30 June 2020. The impairment loss of €4k related to a debtor which went bankrupt, and therefore the balance receivable was written-off.
The Group limits its exposure to credit risk on corporate debt securities at FVOCI by investing only in liquid debt securities that have the healthiest interest coverage ratios and gearing ratios, such as the net debt to EBITDA ratio. The Group then monitors changes in credit risk by tracking published annual financial statements of the companies in which the Group holds its debt securities, together with any significant changes in prices of such debt securities on the local stock exchange.
The Company concluded there was no significant change in credit risk on this financial asset due to the COVID-19 pandemic, as such assessment was focused on the changes in the lifetime risk of default, therefore calculating ECLs on 12 months. However, in its assessment, after taking into consideration the fall in bond prices experienced by the local market during the interim period, the Group lowered the ratings used in December 2019 in calculating the probability of default, from A, being the rating given to Malta (the country in which all debt securities trade) by the credit agencies as at 31 December 2019 and 30 June 2020, to BBB, hence increasing the probability of default used in calculating the ECLs to 0.06% (December 2019: 0.04%)
The Company measured loss allowance on the investment in corporate debt securities at an amount equal to 12-month ECLs, which amounted to €4k (2019: €3k). The difference in loss allowance is charged to profit or loss under net finance costs and is recognised in OCI.
The exposure to credit risk for debt securities at FVOCI, net of expected credit losses, at the reporting date by geographic region was as follows:
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Country | ||
| Malta | 5,915 | 5,651 |
| ====== | ====== |
During the year ended 31 December 2019, the credit risk on the loan to Parent Company of €2,950k pledged in favour of Isbank's subordinated loan to Cesme had experienced a significant increase due to the political uncertainty in Turkey. During the period ended 30 June 2020, the COVID-19 pandemic affected the profitability and the devaluation of the functional currency of IC Cesme.
The Group has therefore measured loss allowance by probability weighting based on the following scenarios:
This totalled to a lifetime ECL of €29k (December 2019: €27k). The difference in loss allowance is deducted from the gross carrying amount of the asset and presented separately in the statement of profit or loss under "Impairment loss on financial assets".
The reversal of loss allowance on the intercompany loan to CNMIL of €1,000k has been measured at 12 month ECL, which amounted to €1k (December 2019: charge of €1k) and has been included in that financial statement caption. The COVID-19 pandemic did not affect the ECLs on this intercompany loan, due to the healthy asset value, cash flow and jurisdiction in which the Parent company operates.
The exposure to credit risk for the loan to Parent company at amortised cost, net of expected credit losses, at the reporting date by geographic region was as follows:
| 30 June 2020 €000 |
31 Dec 2019 €000 |
|
|---|---|---|
| Country | ||
| Turkey | 2,921 | 2,923 |
| Guernsey | 1,000 | 999 |
| -------------- 3,921 ====== |
-------------- 3,922 ====== |
The Group held cash and cash equivalents of €1,795k as at 30 June 2020 (December 2019: €4,054k). The cash and cash equivalents are held with HSBC, which has a short-term rating of A-2 as per Standard and Poor's (S&P's).
Impairment on cash and cash equivalents has been measured on a 12-month ECL basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external ratings of S&P's.
The loss allowance amounted to €1k (December 2019: €2k), the decrease of which is attributable to the lower cash balance held by the Company, and is recognized under "Impairment loss on financial asset" in the statement of profit or loss.
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group monitors its cash flow requirements on a weekly basis and ensures that it has sufficient cash on demand to meet expected operational expenses, including the servicing of financial obligations. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted. In addition, the Company avails itself of a general banking facility amounting to €42k (2019: €42k), of which €nil (2019: €1k) was utilised as at 30 June 2020.
The Company, as already stated on 2 April 2020 by way of company announcement 168/2020, following the loss of sales predicted from Pontoon and Superyacht visitors due to the COVID-19 pandemic, had forecasted a worst-case scenario with no income up to and including September 2020. In such a scenario, the Company would still meet all the obligations associated with financial liabilities, including but not limited to salaries, annual bond interest payments and the full bond redemption in 2027.
The Company mitigated losses emanating from the COVID-19 pandemic by focusing on alternative targets and strategies, such as retaining seasonal superyachts for a big part of the Spring season, where it was usual practice for such segment to depart at the end of the Winter season, and identifying cost-cutting opportunities, such as local marketing events which used to be held on a weekly basis, and which were halted to prevent local transmission of the pandemic. Apart from the internal change in strategies, the Company also availed and benefitted from Government intervention in the form of wage subsidy programs.
The Company is a subsidiary of Camper & Nicholsons Marina Investments Limited ("CNMIL"), the registered office of which is situated at Bordage House, Le Bordage, St Peter Port Guernsey GY1 1BU. CNMIL prepares consolidated financial statements of the Group of which Grand Harbour Marina p.l.c. forms part.
On 21 February 2020, Camper & Nicholsons Marina Investments Limited acquired HSBC Bank Malta p.l.c.'s (as custodian/trustee) entire issued share capital in the Company equivalent to 1,397,216 shares.
As of 26 August 2020, Camper & Nicholsons Marina Investments Limited holds 17,393,590 shares, equivalent to 86.97% of the Company's total issued share capital.
Companies forming part of the CNMIL Group are considered by the directors to be related parties as these companies are ultimately owned by CNMIL. The transactions and balances with such parties were as follows:
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Camper & Nicholsons Marinas Limited | ||
| Balance payable at 1 January | (88) | (106) |
| As per Marina Services Agreement: | ||
| Recruitment, operational service fees (2.5% of revenue | ||
| subject to a minimum fee of GBP18k per annum) | (51) | (105) |
| Sales and marketing fees (fixed fee of GBP3.2k per month) | (22) | (44) |
| Management, finance and other related services and expenses | (6) | (34) |
| Cash movements | 120 | 201 |
| Balance payable at end of reporting period | ------------ ------------ (47) ------------ ----------- |
(88) |
| Camper & Nicholsons Marinas International Limited | ||
| Balance payable at 1 January | (54) | (60) |
| Royalty fees (1.5% of revenue excluding direct costs of utilities) as per Trade Mark License Agreement |
(27) | (54) |
| Cash movements | 2,054 | 60 |
| Balance receivable/ (payable) at end of reporting period | ----------- ------------ 1,973 |
(54) |
| ------------ ------------ |
| 30 June | 31 Dec | |
|---|---|---|
| 2020 | 2019 | |
| €000 | €000 | |
| Camper & Nicholsons Marina Investments Limited | ||
| Principal in respect of Cesme Cash Collateral (see note 18) | 2,950 | 2,950 |
| Interest accrued at beginning of the year | 251 | 222 |
| Interest accrued during the period | 13 | 29 |
| Subtotal | ------------ 3,214 |
------------ 3,201 |
| Principal in respect of Loan Note 1 (see note 18) | ------------ 400 |
------------ 400 |
| Interest accrued at beginning of the year | - | 2 |
| Interest accrued during the period | 8 | 16 |
| Interest paid during the period | (8) | (18) |
| Subtotal | ------------ 400 |
------------ 400 |
| Principal in respect of Loan Note 2 (see note 18) | ------------ 600 |
------------ 600 |
| Interest accrued at beginning of the period | - | 43 |
| Interest accrued during the period | 12 | 24 |
| Interest paid during the period | (12) | (67) |
| Subtotal | ------------ 600 |
------------ 600 |
| Costs recharged to/charged by CNMIL | ------------ - |
------------ 1 |
| Cash movements | - | (1) |
| Subtotal | ------------ - |
------------ - |
| Balance receivable at end of reporting period | ------------ 4,214 |
------------ 4,201 |
| Balance receivable, excluding principal of €3,950k | ------------ | ------------ |
| (December 2019: €3,950k) at end of reporting period | 264 ------------ |
251 ------------ |
The Company's joint venture, IC Cesme, is disputing the following claim:
i) A claim and lawsuit by a former tenant of Cesme Marina, Bolluca Turizm Gida San. ve Dis Tic.Ltd.Sti., which started a legal case against IC Cesme after its contract was terminated in 2011 due to the lack of rental payments. The Board of Directors of IC Cesme, having consulted the company's Attorney, consider that the claim is not valid. Izmir third Basic Commercial Court dismissed the case. The claimant made a request of appeal to Izmir Regional Court of Justice. Izmir Regional Court of Justice decided to revoke the case without conducting a main examination on the grounds that the dispute was due to the lease agreement and that the case should be brought before the Court of Peace. IC Holding Lawyers do not expect a different decision on the merits at the end of the trial to be held in the civil Court of Peace, and expect the case to be rejected, but the case will be prolonged as it needs to be heard again. However, as no accrual has been made, in the event that IC Cesme lost the lawsuit, it would result in a liability of €853k (December 2019: €1,007k) with the Group's 45% share being €384k (December 2019: €453k).
IC Cesme was disputing a claim and lawsuit by the Izmir Tax Inspection Board that it had incorrectly calculated the useful lives of certain assets and therefore the depreciation charge for the years between 2010 and 2013 resulting in a claim for payment of €100k tax, including an €60k penalty. The decision of Izmir 4th Tax Court was annulled in favour of the Company. The Council of State also approved the court's annulment decision and the decision was finalized in favour of IC Cesme, which freed it of the total risk of €100k. The case was closed in May 2020.
The undersigned, for and on behalf of the Board, confirms that to the best of our knowledge:
Lawrence Zammit Chairman 26 August 2020
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