TIME FINANCE PLC

Interim / Quarterly Report • Aug 29, 2023

Company Announcement

Date of Announcement: 29 th August 2023 Reference: MRF 85

The following is a company announcement issued by Mariner Finance p.l.c pursuant to the Listing Rules as issued by the Listing Authority in accordance with the provisions of the Financial Markets Act (Chapter 345 of the Laws of Malta) as they may be amended from time to time.

Quote

At the meeting held on the 29 th August 2023, the Board of Directors of Mariner Finance p.l.c approved the Interim Financial Statements for the six month period ending 30th June 2023.

A copy of the signed Interim Financial Statements are attached to this company announcement and are also available for viewing on the Company's website www.mfplc.com.mt.

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29 th August 2023

www.mfplc.com.mt

Interim condensed consolidated financial statements and Director's report

For the six months ended 30 June 2023

Contents

	Page
Interim Director's report pursuant to Listing Rule 5.75.2	3
Condensed consolidated statement of profit or loss and other comprehensive income	A
Condensed statements of financial position	5-6
Condensed consolidated statement of changes in equity	7
Condensed consolidated statement of cash flows	8
Notes to the interim condensed consolidated financial statements	9-15
Statement pursuant of Listing Rule 5.75.3 issued by the Listing Authority	16

Interim Directors report pursuant to Listing Rule 5.75.2

Interim condensed consolidated financial statements for the period ended 30 June 2023

These interim condensed consolidated financial statements comprise the interim consolidated financial statements of Mariner Finance plc and its subsidiaries Mariner Finance Baltic Container Terminal SIA.

Performance review

During the first six months of the year the group continued to operate in its two core markets, precisely operation of sea terminal and property rental.

The group's results for the first six months of 2023 were in line with those attained in the same period of last year. In fact, the group attained a profit before tax of Eur 2,961,646 (30 June 2022 - Eur 2,998,066). Total revenue dropped by 2.8% in 2023 due to lower volumes handled at Baltic Container Terminal SIA. Furthermore, the company generated less revenue from provision of storage services. The reason for these drops in revenue was the positive temporary impact on both volumes and storage experienced in the same period last year as a consequence of the Russia-Ukraine conflict, which was not repeated in the first half of 2023. Nonetheless, warehouse storage revenue continue to increase.

On a positive note, the drop in revenues was offset by an equivalent reduction in the group's cost of sales. The reasons for this decrease in cost of sales were mainly two fold, precisely higher efficiency and lower fuel cost.

The group again registered a marked improvement in it's rental business operations resulting from the continued post Covid-19 recovery. Revenue generated through the group's rental business throughout the current period increased by 25.30% on that of the previous period.

The group has a net current asset position as at 30 June 2023 of Eur 1,290,354 (December 2022; net current asset of Eur 14,991,691). The reason for this decrease was due to bond proceeds which were yet to be received as at December 2022, which have since been received and invested accordingly. The group maintains a strong financial position with net assets as at 30 June 2023 amounting to Eur 65,071,933 (December 2022: 62,315,361).

The Board confirms that the group maintains a strong financial position and has significant liquid reserves.

Result and dividends

The result for the period ended 30 June 2023 is shown in the condensed consolidated statement of profit and loss and other comprehensive income on page 4. The group registered a profit affer tax for the period of Eur 2,756,572 as compared to Eur 2,818,964 in June 2022. Subsequent to the end of the reporting period the directors declared an interim dividend amounting to Eur 5,800,000 equivalent to Eur 11.60 per share.

Approved by the Board of Directors on 29 August 2023 and signed on its behalf by:

Lawrence Zammit Director

Kevin Saliba Director

Condensed consolidated statement of profit or loss and other comprehensive income

Six-month period ended 30 June 2023

	Group
	30 June 2023 6 months (unaudited) EUR	30 June 2022 6 months (unaudited) EUR
Revenue	9,437,866	9,716,793
Cost of sales	(4,343,392)	(4,683,950)
Gross profit	5,094,474	5,032,843
Administrative expenses	(1,245,532)	(1,261,343)
Other operating income	244,875	187,581
Other operating expenses	(59,811)	(57,360)
Operating profit	4,034,006	3,901,721
Net investment income	486,579	169,312
Finance costs	(1,558,939)	(1,072,967)
Profit before tax	2,961,646	2,998,066
Income tax expense	(205,074)	(179,102)
Profit for the period representing total comprehensive income attributable to equity holders of the holding company	2,756,572	2,818,964

Condensed consolidated statement of financial position

As at 30 June 2023

	Group
	30 June 2023 (unaudited) EUR	31 Dec 2022 (audited) EUR
ASSETS AND LIABILITIES
Non-current assets
Goodwill	13,184,904	13,184,904
Intangible asset	458,215	475,933
Property, plant and equipment	46,913,049	46,319,897
Investment property	4,466,000	4,466,000
Right-of-use assets	7,447,982	7,611,339
Loans receivable	51,405,697	31,849,922
	123,875,847	103,907,995
Current assets
Loans receivable	348,639	422,245
Inventories	309,720	339,706
Trade and other receivables	4,017,083	22,814,095
Cash and cash equivalents	2,529,667	829,931
	7,205,109	24,405,977
Total assets	131,080,956	128,313,972
Current liabilities
Trade and other payables	3,451,417	2,796,648
Lease liability	608,532	3,231,200
Bank loans and overdraft	1,564,005	3,374,521
Current tax liability	290,801	11,917
	5,914,755	9,414,286
Non-current liabilities
Other financial liabilities	1,286,424	64,592
Debt securities in issue	53,920,078	53,875,714
Lease liability	4,650,317	2,372,849
Deferred tax liability	237,449	271,170
	60,094,268	56,584,325
Total liabilities	66,009,023	65,998,611
Net assets	65,071,933	62,315,361

Condensed consolidated statement of financial position

As at 30 June 2023

	Group
	30 June 2023 (unaudited)	31 Dec 2022 (audited)
	EUR	EUR
EQUITY
Equity attributable to the owners
of the holding company
Share capital	500,000	500,000
Other equity	10,000,000	10,000,000
Other reserves	(1,898,805)	(1,898,805)
Revaluation reserves	13,053,803	13,053,803
Retained earnings	43,416,935	40,660,363
Total equity	65,071,933	62,315,361

Condensed consolidated statement of changes in equity Period ended 30 June 2023

	Share capital EUR	Other equity EUR	Other reserves EUR	Revaluation reserve EUR	Retained earnings EUR	Tota EUR
Balance at 1 January 2022	500,000	10,000,000	(1,898,805)	9,368,400	34,959,825	52,929,420
Profit for the period	-	e	=		2,818,964	2,818,964
Total comprehensive income for the period		-			2,818,964	2,818,964
Balance as at 30 June 2022	500,000	10,000,000	(1,898,805)	9,368,400	37,778,789	55,748,384
Profit for the period		17			2,881,574	2,881,574
Other comprehensive income for the period				3,685,403		3,685,403
Total comprehensive income for the period					2,881,574	2,881,574
Balance as at 31 December 2022	500,000	10,000,000	(1,898,805)	13,053,803	40,660,363	62,315,361
Profit for the period					2,756,572	2,756,572
Total comprehensive income for the period					2,756,572	2,756,572
Balance as at 30 June 2023	500,000	10,000,000	(1,898,805)	13,053,803	43,416,935	65,071,933

Condensed consolidated statement of cash flows

Six-month period ended 30 June 2023

	Group
	30 June 2023 6 months (unaudited) EUR	30 June 2022 6 months (unaudited) EUR
Cash flows from operating activities	3,788,050	3,798,830
Cash flows used in investing activities	(20,060,847)	(2,257,444)
Cash flows from financing activities	17,972,534	468,564
Net movement in cash and cash equivalents	1,699,737	2,009,950
Cash and cash equivalents at the beginning of the period	829,930	639,763
Cash and cash equivalents at the end of the period	2,529,667	2,649,713

Notes to the interim condensed consolidated financial statements 30 June 2023

Corporate information 1

The interim condensed consolidated financial statements of the six months ended 30 June 2023 were authorized for issue in accordance with a resolution of the 29 August 2023.

2 Basis of preparation and significant accounting policies

Basis of preparation

These interim condensed consolidated financial statements for the six months ended 30 June 2023 have been extracted from the unaudited management accounts of the group and have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting and in terms of the Malta Financial Services Authority Listing Rules.

The financial information of the group as at 30 June 2023 and for the six months then ended reflect the financial position and the performance of Mariner Finance plc and its subsidiaries Mariner Finance Baltic SIA and Baltic Container Terminal SIA. The comparative amounts reflect the position of the group as included in the audited financial statements for the year ended 31 December 2022 and the unaudited results for the period ended 30 June 2022.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the group annual financial statements as at 31 December 2022. These interim financial statements are intended to provide an update on the latest set of financial statements and accordingly focus on the new activities, events and circumstances during the interim period.

The global economy is experiencing the current geopolitical situation and conflict in Ukraine. Whilst performance is sensitive to further changes in the landscape, Management of Baltic Container Terminal SIA expects exports from Latvia to increase as long as there are sufficient empty containers available, whilst imports remain strong. The group's container terminal as well as the property in Latvia, are both wellpositioned to continue to be a long-term sustainable business.

Significant accounting policies

The accounting policies adopted and the methods of computation in these interim condensed consolidated financial statements are consistent with those followed in the group's annual financial statements for the year ended 31 December 2022.

3 Standards, interpretations and amendments to published standards effective during the reporting period

During the financial period under review, the Group adopted new standards, amendments and interpretations to existing standards that are mandatory for the Group's accounting period beginning on 1 January 2023. Adoption of new standards, amendments and interpretations to existing standards that are mandatory for accounting period beginning on 1 January 2023 did not result in changes to the Group's its subsidiaries' accounting policies and did not require retrospective adjustments.

4 Judgements in applying accounting policies and key sources of estimation uncertainty

In the process of applying the Group's accounting policies, the judgements which can significantly affect the amounts recognized in the financial statements and the key assumptions made at the reporting period concerning the future or any other key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are consistent with those applied in the Group's annual financial statements for the year ended 31 December 2022.

As at the end of the reporting period the Directors have assessed the fair value of the investment property and the revalued amounts of land and buildings and there were no significant changes from the amounts reported in the group's annual financial statements for the year ended 31 December 2022.

Notes to the interim condensed consolidated financial statements

For the six months ended 30 June 2023

5 Operating segment information

The group, which operates solely in Latvia, operates one main business activity, which is the operation of a sea terminal in Riga Latvia. Apart from this the group also owns an investment property in Riga Which it rents to third parties. Each of these operating segments is managed separately as each of these lines requires local resources.

The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker.

Revenue reported below represents revenue generated from external customers. There were no intersegment sales in the year. The group's reportable segments under IFRS 8 are direct sales attributable to each business activity.

Measurement of operating segment profit or loss, assets and liabilities

Segment profit represents the profit earned by each segment after allocation of central administration costs and finance costs, other than that related to the bonds issued by the holding company, based on services and finance provided. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assesment of segment performance.

The accounting policies of the reportable segments are the group's accounting policies.

Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to consolidated totals are reported below:

Profit before tax	30-Jun-23 30-Jun-22
	6 months	6 months
	(unaudited)	(unaudited)
	Eur	Eur
Total profit for reportable segments	4,146,440	4,026,565
Unallocated amounts:
Bond interest expense	(1,380,426)	(919,877)
Other unallocated amounts	195,632	(108,622)
	2,961,646	2,998,066

Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023

5 Operating segment information(continued)

Assets	30 Jun 2023 6 months (unaudited) Eur	31 Dec 2022 6 months (audited) Eur
Total assets for reportable segments	74,496,434	72,286,368
Unallocated amounts:
Goodwill	13,184,904	13,184,904
Trade and other receivables	8,259	19,252,417
Loans and receivables	42,365,394	23,119,577
Cash and cash equivalents	998.010	470,706
Other unallocated amounts	27,955
	131,080,956	128,313,972
Liabilities	30 Jun 2023	31 Dec 2022
	6 months	6 months
	(unaudited)	(audited)
	Eur	Eur
Total liabilities for reportable segments	10,106,792	10,663,370
Unallocated amounts:
Debt securities in issue	53,920,078	53,875,714
Trade and other payables	1,982,153	1,459,527
	66,009,023	65,998,611

The group's revenue and results from continuing operations from external customers and information about its asset and liabilities by reportable segments are detailed below:

	Cargo handling and storage of	Property
	containers	rental	Unallocated	Total
Continuing operations	2023	2023	2023	2023
	Eur	Eur	Eur	Eur
Revenue	9,437,866		-	9,437,866
Other operating income		244,875	11	244,875
Profit/(loss) before tax	3,977,930	168,510	(1,184,794)	2,961,646
Total assets	69,792,057	4,704,377	56,584,522	131,080,956
Total liabilities	10,048,247	58,545	55,902,231	66,009,023

Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023

5 Operating segment information(continued)

	Cargo handling and storage of containers	Property Rental	Unallocated	Total
	2022	2022	2022	2022
	Eur	Eur	Eur	Eur
Continuing operations
Revenue	9,716,793	-		9,716,793
Operating income	11	187,581	es	187,581
Profit/(loss) before tax	3,896,325	130.240	(1,028,499)	2,998,066
Total assets	67,502,358	4,784,010	56,027,604	128,313,972
Total liabilities	10,638,455	24,917	55,335,239	65,998,611

The group revenue is made up of revenue from cargo handling amounting to Eur 8,034,305(Jan to Jun 2022: Eur 8,207,498) and revenue from storage of containers amounting to Eur 1,403,561 (Jan to Jun 2022 : Eur 1,509,295). All this revenue is recognized over time. Contracts with customers for cargo handling and the storage of containers generally have an original expected duration of one year or less and are recognised in terms of the Group's accounting policies for revenues.

6 Intangibles

During the first six months ended 30 June 2023 the group's capital expenditure amounted to Eur 5,097 (Jan to Jun 2022: Eur Nil).

7 Property, plant and equipment

During the first six months ended 30 June 2023 the group's capital expenditure amounted to Eur 1,058,574 (Jan to Jun 2022: Eur 524,861).

8 Borrowings

There were no group bank loans drawdowns both at 30. 06.2023. Repayments of bank loans undertaken during the first six month of the year amounted to Eur 1,852,532 (Jan to Jun 2022: Eur 153,468),

9 Cash and cash equivalents

	30 Jun 2023	31 Dec 2022
	Eur	Eur
	(unaudited)	(audited)
Cash at bank	2,529,667	829,931

Notes to the interim condensed consolidated financial statements

For the six months ended 30 June 2023

10 Related party disclosures

The parent and ultimate parent company of the group are Mariner Capital Limited and MEH Holdings Limited, respectively, which are both incorporated in Malta. The registered address of both Mariner Capital Limited and MEH Holdings Limited is 37, Censu Tabone Street, St. Julian's STJ 1218 Malta

The directors consider the ultimate c ontrolling party to be Marin Hili who indirectly owns 60% (2022: 60%) of Mariner Finance p.l.c.

During the course of the period, the group entered into transactions with related parties as set out below:

	30.06.23			30.06.22
	Related			Related
	party	Total		party	Total
	activity	activity		activity	activity
	Eur	Eur	0/0	Eur	Eur	0/0
Administration expenses
Related party
transactions with:
Parent	420,000			420,000
Other related parties	30,000			30,000
	450,000	1,245,532	36	450,000	1,261,343	36
	30.06.23			30.06.22
	Related			Related
	party	Total		party	Total
	activity	activity		activity	activity
	Eur	Eur	%	Eur	Eur	96
Investment income
Related party
transactions with:
Parent	104,705			104,704
Other related parties	35,215			33,442
	139,920	486,579	29	138,146	169,312	82

Other related parties consist of related parties other than the parent, entities with a joint control or significant influence over the company, subsidiaries, associates, joint ventures in which the company is a joint venturer and key management personnel of the company or its parent

Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023

11 Fair value of financial assets and financial liabilities

At 30 June 2023 and 31 December 2022, the carrying amounts of financial assets and financial liabilities classified with current assets and current liabilities respectively approximated the fair values due to the short-term maturities of these assets and liabilities. The fair values of non-current financial assets that are not measured at fair value and the fair values of non-current bank loans are not materially different from their carrying amounts due to their current rates of interest. The fair value of debt securities at 30 June 2023 is Eur 54,613,600 (31 December 2022 - Eur 54,878,857).

12 Subsequent events

Subsequent to the end of the reporting period, the directors declared an interim dividend amounting to Eur 5,800,000.

Statement pursuant to Listing Rule 5.75.3 issued by the Listing Authority

For the six months ended 30 June 2023

We confirm that to the best of our knowledge:

a. the condensed consolidated financial statements give a true and fair view of the financial position of the group as at 30 June 2023, financial performance and cash flows for the period then ended, in accordance with accounting standards adopted for use in the EU for interim financial statements (adopted IAS 34 'Interim Financial Reporting' ); and

b. the interim Directors' report includes a fair review of the information required in terms of Listing Rules 5.81 to 5.84

Lawrence Zammit Director

29/08/2023

Kevin Saliba Director