Interim / Quarterly Report • Aug 25, 2023
Interim / Quarterly Report
Open in ViewerOpens in native device viewer

| Date of Announcement | 25 August 2023 |
|---|---|
| Reference | 206/2023 |
| Capital Markets Rules | 5.16.20 |
This is a company announcement being made by the Company in compliance with Chapter 5 of the Capital Markets Rules:
The Board of Directors approved the half-yearly report of the Company for the financial period 1 January 2023 to 30 June 2023, a copy of which is attached herewith and is also available on the Company's website:
https://cnmarinas.com/grand-harbour-marina/notification-publication/
Signed:
________________________
Louis de Gabriele Company Secretary
Six months ended 30 June 2023
| Page | |
|---|---|
| Interim Directors' Report pursuant to listing rules 5.75.2 | 1 |
| Interim Condensed Consolidated Financial Statements | |
| Condensed consolidated statement of financial position | 3 |
| Condensed consolidated statement of profit or loss and other comprehensive income | 4 |
| Condensed consolidated statement of changes in equity | 5 |
| Condensed consolidated statement of cash flows | 6 |
| Notes to the interim condensed consolidated financial statements | 7 |
| Interim Directors' Statement pursuant to listing rules 5.75.3 | 34 |
The Directors present their interim report together with the unaudited condensed consolidated interim financial statements of Grand Harbour Marina p.l.c. ("GHM" or "the Company") and its subsidiary, Maris Marine Limited (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 ("CNMIL" or the "Parent Company").
Total revenue at GHM increased from €1.7 million to €2.1 million, with superyacht visitors and high utility consumption being the main contributing factors. EBITDA was maintained at the same level of 2022, with PBT and Net Income increasing by €0.1 million when compared to the same period last year.
The Group's share of EBITDA at IC Cesme increased by €0.4 million on the back of increases in both seaside and landside revenues. These gains were however set-off by the foreign exchange losses emanating from the 30% Turkish lira devaluation to the Euro, which resulted in the Group's share of IC Cesme's PBT and Net income falling by €0.9 million and €0.8 million respectively when compared to the first half of 2022.
| H1 Results | ||||||
|---|---|---|---|---|---|---|
| €m | 2023 | 2022 | 2021 | 2020 | 2019 | |
| Marina operating revenues | 2.1 | 1.7 | 1.9 | 2.1 | 2.0 | |
| Direct costs | (0.4) | (0.3) | (0.4) | (0.4) | (0.4) | |
| Operating expenses | (0.8) | (0.6) | (0.6) | (0.7) | (0.7) | |
| EBITDA | 0.8 | 0.8 | 0.9 | 1.0 | 0.9 | |
| PBT | 0.3 | 0.2 | 0.3 | 0.4 | 0.2 | |
| Net income | 0.2 | 0.1 | 0.1 | 0.2 | 0.1 | |
| Capital expenditure | 0.1 | 0.1 | - | - | - |
| H1 Results (for 100% of the Marina) | ||||||
|---|---|---|---|---|---|---|
| €m | 2023 | 2022 | 2021 | 2020 | 2019 | |
| Seaside revenues | 1.8 | 1.1 | 1.1 | 1.0 | 1.1 | |
| Landside revenues | 0.9 | 0.6 | 0.5 | 0.5 | 0.8 | |
| Total revenues | 2.7 | 1.7 | 1.6 | 1.6 | 1.9 | |
| Direct costs | (0.2) | (0.3) | (0.1) | (0.2) | (0.2) | |
| Operating expenses | (1.1) | (0.8) | (0.6) | (0.7) | (0.8) | |
| EBITDA | 1.4 | 0.6 | 0.9 | 0.7 | 0.9 | |
| PBT | 0.3 | 2.4 | (0.7) | (1.2) | 0.1 | |
| Net income | (0.1) | 1.7 | (0.9) | (0.9) | 0.2 | |
| Capital expenditure | 0.2 | 0.1 | 0.2 | - | 3.1 |
The market capitalisation of GHM on the Malta Stock Exchange on 25 August 2023 amounted to €12.60 million (18 April 2023: €23.40 million).
These results reflect the stability of our business model, despite the uncertainties caused by the coronavirus pandemic and its aftermath, the Russian invasion of Ukraine, rising inflation and the increase in interest rates.
The Board of Directors monitor the direct and indirect impacts of these situations on the business model and cash flow generation, and reaffirm the Group is well-positioned to meet the challenges posed by economic uncertainties.
We thank our partners in Turkey for the continued collaboration, First Eastern for their support, our employees for their dedication, commitment and hard work, and our clients for the continued trust they place in us.
Lawrence Zammit (Chairman) Franco Azzopardi Victor Lap Lik Chu Elizabeth Ka Yee Kan Tze-Shun Fung (elected on 27 June 2023) Man-Yi Ho (elected on 27 June 2023) Chi-Keung NG (elected on 27 June 2023) Yixin Zeng (elected on 27 June 2023)
Approved by the Board of Directors on 25 August 2023 and signed on its behalf by:
Lawrence Zammit Chairman
As at 30 June 2023
| 6 months to 30 June 2023 |
6 months to 30 June 2022 |
Year to 31 Dec 2022 |
||
|---|---|---|---|---|
| Note | €000 | €000 | €000 | |
| ASSETS | ||||
| Property, plant and equipment | 12 | 4,186 | 4,492 | 4,243 |
| Deferred costs on property, plant |
and | |||
| equipment Right-of-use asset |
17 | 478 | 482 | 478 |
| Equity-accounted investee | 14 | 5,071 3,264 |
5,197 3,242 |
5,133 3,648 |
| Investment in debt securities | 15 | 4,370 | 5,655 | 4,474 |
| Loans to related parties | 16 | 4,993 | 4,695 | 5,173 |
| Non-current assets | 22,362 | 23,763 | 23,149 | |
| Loans to related parties | 16 | 210 | 1,190 | 308 |
| Trade and other receivables | 18 | 1,507 | 1,113 | 1,254 |
| Cash and cash equivalents | 19 | 4,124 | 2,437 | 4,031 |
| Current assets | 5,841 | 4,740 | 5,593 | |
| Total assets | 28,203 | 28,503 | 28,742 | |
| EQUITY | ||||
| Share capital | 20 | 2,400 | 2,400 | 2,400 83 |
| Exchange translation reserve | 14 | (97) | 180 | (209) |
| Fair value reserve | (207) | (74) | 2,172 | |
| Retained earnings | ||||
| Total equity attributable to equity holders of | 1,801 | 1,553 | 4,446 | |
| the Company | 3,897 | 4,059 | 4,243 | |
| LIABILITIES | ||||
| Lease liability | 17 | 6,223 | 6,180 | 6,217 |
| Debt securities in issue | 21 | 14,811 | 14,770 | 14,790 |
| Deferred tax liabilities | 11 | 738 | 862 | 790 |
| Non-current liabilities | 21,772 | 21,812 | 21,797 | |
| Lease liability | 17 | 12 | 22 | 12 |
| Bank overdraft | 21 | - | 1 | 2 |
| Taxation payable | 103 | 151 | - | |
| Trade and other payables | 22 | 1,071 | 1,163 | 1,452 |
| Contract liabilities | 23 | 1,348 | 1,295 | 1,033 |
| Current liabilities | 2,534 | 2,632 | 2,499 | |
| Total liabilities | 24,306 | 24,444 | 24,296 | |
| Total equity and liabilities | 28,203 | 28,503 | 28,742 |
The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.
| 6 months to 30 June 2023 |
6 months to 30 June 2022 |
Year to 31 Dec 2022 |
||
|---|---|---|---|---|
| Note | €000 | €000 | €000 | |
| Continuing operations | ||||
| Revenue | 8 | 2,079 | 1,712 | 3,902 |
| Direct costs | 9 | (442) | (305) | (774) |
| Gross profit | 1,637 | 1,407 | 3,128 | |
| Selling and marketing expenses | 9 | (22) | (17) | (45) |
| Administrative expenses: | ||||
| Depreciation on plant and equipment | 12 | (141) | (137) | (276) |
| Depreciation on right-of-use-asset | 17 | (62) | (71) | (143) |
| Other administrative expenses | 9 | (737) | (632) | (1,486) |
| Operating profit | 675 | 550 | 1,178 | |
| Impairment movement on financial assets | (31) | 13 | 15 | |
| Finance income | 10 | 208 | 184 | 412 |
| Finance costs | 10 | (556) | (550) | (1,113) |
| (379) | (353) | (686) | ||
| Share of equity-accounted investee (loss)/ profit, | ||||
| net of tax | 14 | (55) | 776 | 1,334 |
| Profit before tax | 241 | 973 | 1,826 | |
| Income tax expense | 11 | (121) | (89) | (268) |
| Profit attributable to equity holders of the Company |
120 | 884 | 1,558 | |
| Other comprehensive (loss)/ income: | ||||
| Items that are or may be reclassified subsequently to profit or loss |
||||
| Monetary movement on restating non-monetary | ||||
| items in line with IAS 29 | 14 | (148) | 1,645 | 1,590 |
| Foreign currency translation differences Unrealised fair value movement on debt securities at fair value |
14 | (180) | 107 | 10 |
| through other comprehensive income (FVOCI) |
15 | (35) | (64) | (199) |
| Cumulative movement in fair value of debt | ||||
| securities disposed, reclassified to profit or loss Expected credit movement on debt securities at |
15 | 1 | 2 | 4 |
| FVOCI | 15 | 36 | - | (2) |
| Other comprehensive (loss)/ income, net of tax attributable to equity holders of the Company |
(327) | 1,689 | 1,403 | |
| Total comprehensive (loss)/ income attributable to equity holders of the Company |
(207) | 2,573 | 2,961 | |
| Earnings per share (€) | 0.006 | 0.044 | 0.078 |
The above condensed consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
For the six months ended 30 June 2023
| Share capital €000 |
Translation reserve €000 |
Fair value reserve €000 |
Retained earnings €000 |
Total €000 |
|
|---|---|---|---|---|---|
| Balance at 1 January 2022 | 2,400 | 73 | (12) | (316) | 2,145 |
| Total comprehensive income / (loss): Profit for the year |
- | - | - | 1,558 | 1,558 |
| Other comprehensive income / (loss): Monetary gain on restating non-monetary items in line with IAS 29 |
- | - | - | 1,590 | 1,590 |
| Foreign currency translation differences |
- | 10 | - | - | 10 |
| Unrealised fair value movement on debt securities at fair value through other comprehensive income |
- | - | (199) | - | (199) |
| Cumulative movement in fair value of debt securities disposed, reclassified to profit or loss |
|||||
| Expected credit losses on debt securities at FVOCI |
- - |
- - |
4 (2) |
- - |
4 (2) |
| Other comprehensive (loss)/ income for the year |
- | 10 | (197) | 1,590 | 1,403 |
| Total comprehensive (loss)/ income for the year |
- | 10 | (197) | 3,148 | 2,961 |
| Transactions with owners of the Company: Dividends paid |
- | - | - | (660) | (660) |
| Balance at 31 December 2022 | 2,400 | 83 | (209) | 2,172 | 4,446 |
| Balance at 1 January 2023 | 2,400 | 83 | (209) | 2,172 | 4,446 |
| Total comprehensive (loss)/ income: | |||||
| Profit for the period | - | - | - | 120 | 120 |
| Other comprehensive income / (loss): Monetary loss on restating non-monetary items in line with IAS 29 |
- | - | - | (148) | (148) |
| Foreign currency translation differences |
- | (180) | - | - | (180) |
| Unrealised fair value movement on debt securities at fair value through other comprehensive income |
- | - | (35) | - | (35) |
| Cumulative movement in fair value of debt securities disposed, reclassified to profit or loss |
- | - | 1 | - | 1 |
| Expected credit losses on debt securities at FVOCI |
- | - | 36 | - | 36 |
| Other comprehensive (loss)/ income | - | (180) | 2 | (148) | (326) |
| Total comprehensive(loss)/ income | - | (180) | 2 | (28) | (206) |
| Transactions with owners: | |||||
| Dividends paid Balance at 30 June 2023 |
- 2,400 |
- (97) |
- (207) |
(343) 1,801 |
(343) 3,897 |
The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
For the six months ended 30 June 2023
| 6 months to | 6 months to | Year to | ||
|---|---|---|---|---|
| 30 June 2023 | 30 June 2022 | 31 Dec 2022 | ||
| Note | €000 | €000 | €000 | |
| Cash flows from operating activities | ||||
| Profit | 120 | 884 | 1,558 | |
| Adjustments for: | - | |||
| Depreciation on plant and equipment | 12 | 138 | 138 | 277 |
| Depreciation on right-of-use assets | 17 | 62 | 71 | 143 |
| Change in expected credit losses on financial assets | 31 | (13) | (15) | |
| Share of loss/ (profit) of equity-accounted investee | 14 | 55 | (776) | (1,334) |
| Net finance costs, excluding realised fair value loss | 10 | 348 | 362 | 698 |
| Net loss on assets reclassification | - | - | 156 | |
| Tax expense | 11 | 121 | 89 | 268 |
| 881 | 755 | 1,751 | ||
| Changes in: | ||||
| - Trade and other receivables |
(159) | (2) | (296) | |
| - Contract liabilities |
316 | 252 | (10) | |
| - Trade and other payables |
(377) | (32) | 250 | |
| Cash generated from operating activities | 661 | 973 | 1,695 | |
| Interest paid on lease liabilities | 17 | (168) | (150) | (305) |
| Interest paid on debt securities in issue | (340) | (340) | (675) | |
| Taxes paid | (70) | (97) | (500) | |
| Net cash from operating activities | 83 | 386 | 215 | |
| Cash flows from investing activities | ||||
| Interest (accrued)/ received on corporate debt securities | (20) | 26 | 250 | |
| Acquisition of property, plant and equipment | 12 | (81) | (64) | (101) |
| Disposal of corporate debt securities | 15 | 65 | 86 | 1,157 |
| Principal repaid from related parties | 26 | 248 | 115 | 515 |
| Interest repaid from related parties | 26 | 168 | 115 | 244 |
| Proceeds from subleased properties | - | 1 | 1 | |
| Net cash from investing activities | 380 | 277 | 2,066 | |
| Cash flows used in financing activities | ||||
| Dividends paid | 20 | (343) | (660) | (660) |
| Payment of lease liabilities | 17 | (25) | (32) | (57) |
| Net cash used in financing activities | (368) | (692) | (717) | |
| Net increase/ (decrease) in cash and cash equivalents | 95 | (29) | 1,564 | |
| Cash and cash equivalents at 1 January* | 4,029 | 2,465 | 2,465 | |
| Cash and cash equivalents at end of period/ year* | 19 | 4,124 | 2,436 | 4,029 |
*Cash and cash equivalents include bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
Grand Harbour Marina p.l.c. (the "Company") is a public listed company domiciled and incorporated in Malta, with registration number C26891, and the registered office of which is situated at Vittoriosa Wharf, Vittoriosa, Malta.
The interim condensed consolidated financial statements of the Group as at and for the six months ended 30 June 2023 comprise the Company and its subsidiary Maris Marine Limited, (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 ("CNMIL" or the "Parent Company"). The principal activities of the Group are the development, operation and management of marinas.
The Interim Financial Statements are for the six months ended 30 June 2023, are presented in Euros (€), which is the functional currency of the Company, and have been prepared in accordance with IAS 34 'Interim Financial Reporting'. They do not include all the information required in annual financial statements in accordance with IFRS and should be read in conjunction with the consolidated financial statements for the year ended 31 December 2022.
The Interim Financial Statements were approved for issue by the Board of Directors on 25 August 2023.
There is no accounting pronouncement which has become effective from 1 January 2023 and has a significant impact on the Group's interim condensed consolidated financial statements.
The Interim Financial Statements have been prepared in accordance with the accounting policies adopted in the Group's most recent annual financial statements for the year ended 31 December 2022.
When preparing the Interim Financial Statements, management undertakes judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates, and assumptions made by management, and will seldom equal the estimated results.
The judgements, estimates and assumptions applied in the Interim Financial Statements, including key sources of estimation uncertainty, were the same as those applied in the Group's last 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
The significant events applied in the Interim Financial Statements were the same as those applied in the Group's last annual financial statements for the year ended 31 December 2022.
In view of this, Cesme's financial position and performance as at 30 June 2023 are being reported by applying IAS 29 Financial Reporting in Hyperinflationary Economies. The cumulative impact of adjusting the Group's result for the effects of hyperinflation is detailed in note 14.
Under the "management approach" to segment reporting, the Group has two reportable segments, namely, the "Grand Harbour Marina" located in Malta, and the "IC Cesme Marina" located in Turkey. These two geographically operating segments are managed separately as they have their own resource and capital requirements. For each of the reporting segments, the Chief Executive Officer and the Board of Directors reviews internally financial and operating reports on a regular basis. The business operation in each of these two operating segments is the ownership and operation of marina facilities providing berthing and ancillary services for yachts and superyachts. Information regarding the result of each reporting segment is included in this note.
Performance is measured based on segment revenues and segment profit or loss before tax as management believes that this information is most relevant in evaluating the result of both segments relative to other entities that operate in the same industry. The amounts reported for IC Cesme Marina reflect the full amount (100%) of its assets, liabilities, revenues and expenses prior to the application of the equity method.
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
7.1 Information about reportable segments (continued)
| Grand | Total | ||
|---|---|---|---|
| Harbour | IC Cesme | Reportable | |
| 30 June 2023 | Marina | Marina | Segments |
| €000 | €000 | €000 | |
| Reportable segment assets | 27,113 | 14,072 | 41,185 |
| Reportable segment non-financial | |||
| non-current assets | 11,909 | 11,631 | 23,540 |
| Reportable segment liabilities | (24,306) | (9,918) | (34,224) |
| Segment revenues- external | 2,079 | 2,690 | 4,769 |
| Finance income | 208 | 252 | 460 |
| Finance costs | (556) | (2,693) | (3,248) |
| Impairment on financial assets | (31) | - | (31) |
| Depreciation | (203) | (171) | (374) |
| Direct costs | (442) | (231) | (673) |
| Selling, marketing and other | |||
| administrative expenses | (759) | (1,064) | (1,823) |
| Income tax expense | (121) | (438) | (559) |
| Capital expenditure | 82 | 155 | 237 |
| Reconciliation to Consolidated Amounts | |||||
|---|---|---|---|---|---|
| Total Reportable Segments €000 |
Eliminations €000 |
Group €000 |
|||
| Reportable segment assets | 41,185 | 12,982 | 28,203 | ||
| Reportable segment non-financial | |||||
| non-current assets | 23,540 | 10,541 | 12,999 | ||
| Reportable segment liabilities | (34,224) | 9,918 | (24,306) | ||
| Segment revenues- external | 4,769 | (2,690) | 2,079 | ||
| Finance income | 460 | (252) | 208 | ||
| Finance costs | (3,248) | 2,693 | (556) | ||
| Impairment on financial assets | (31) | - | (31) | ||
| Depreciation | (374) | 171 | (203) | ||
| Direct costs | (673) | 231 | (442) | ||
| Selling, marketing and other | |||||
| administrative expenses | (1,823) | 1,064 | (759) | ||
| Income tax expense | (559) | 438 | (121) | ||
| Capital expenditure | 237 | (155) | 82 |
Reportable Group segment assets and non-financial non-current assets for 2023 are reconciled as follows:
| Non-financial non-current |
||
|---|---|---|
| Assets | assets | |
| €000 | €000 | |
| Total reportable segments | 41,185 | 23,540 |
| Total assets of IC Cesme | (14,072) | (11,631) |
| Total assets of Grand Harbour Marina p.l.c. | 27,113 | 11,909 |
| Equity accounting (see note 14.2) | 1,090 | 1,090 |
| Consolidated assets | 28,203 | 12,999 |
Reportable Group segment profit before tax for 2023 is reconciled as follows:
| Grand Harbour Marina €000 |
IC Cesme Marina €000 |
Total Reportable Segments €000 |
||
|---|---|---|---|---|
| Reportable profit before tax | 296 | 329 | 625 | |
| Reconciliation to Consolidated Amounts | ||||
| Reportable profit before tax | Total Reportable Segments €000 625 |
Eliminations €000 (384) |
Group €000 241 |
|
| Profit before tax | €000 | |||
| Total reportable segments | 625 | |||
| Total profit before tax of IC Cesme | (329) | |||
| Total profit before tax of Grand Harbour Marina | 296 | |||
| Share of loss of IC Cesme Marina | (55) |
Consolidated Profit before tax 241
| 31 December 2022 | Grand Harbour Marina €000 |
IC Cesme Marina €000 |
Total Reportable Segments €000 |
|---|---|---|---|
| Reportable segment assets | 27,268 | 15,705 | 42,973 |
| Reportable segment non-financial | |||
| non-current assets | 12,028 | 12,699 | 24,727 |
| Reportable segment liabilities | (24,296) | (10,711) | (35,007) |
| Segment revenues- external | 3,902 | 5,084 | 8,986 |
| Finance income | 412 | 157 | 569 |
| Finance costs | (1,113) | (2,499) | (3,612) |
| Impairment reversal on financial assets | 15 | - | 15 |
| Depreciation | (420) | (208) | (628) |
| Direct costs | (774) | (628) | (1,402) |
| Selling, marketing and other | |||
| administrative expenses | (1,530) | (2,217) | (3,747) |
| Income tax expense | (268) | (1,457) | (1,725) |
| Capital expenditure | 101 | 9,553 | 9,654 |
| Reconciliation to Consolidated Amounts | |||
|---|---|---|---|
| Total Reportable Segments €000 |
Eliminations €000 |
Group €000 |
|
| Reportable segment assets | 42,973 | (14,231) | 28,742 |
| Reportable segment non-financial | |||
| non-current assets | 24,727 | (11,225) | 13,502 |
| Reportable segment liabilities | (35,007) | 10,711 | (24,296) |
| Segment revenues- external | 8,986 | (5,084) | 3,902 |
| Finance income | 569 | (157) | 412 |
| Finance costs | (3,612) | 2,499 | (1,113) |
| Impairment reversal on financial assets | 15 | - | 15 |
| Depreciation | (628) | 208 | (420) |
| Direct costs | (1,402) | 628 | (774) |
| Selling, marketing and other | |||
| administrative expenses | (3,747) | 2,217 | (1,530) |
| Income tax expense | (1,725) | 1,457 | (268) |
| Capital expenditure | 9,654 | (9,553) | 101 |
Reportable Group segment assets and non-financial non-current assets for 2022 are reconciled as follows:
| Non-financial non-current |
|||
|---|---|---|---|
| Assets €000 |
assets €000 |
||
| Total reportable segments | 42,973 | 24,727 | |
| Total assets of IC Cesme | (15,705) | (12,699) | |
| Total assets of Grand Harbour Marina p.l.c. | 27,268 | 12,028 | |
| Equity accounting (see note 14.2) | 1,474 | 1,474 | |
| Consolidated assets | 28,742 | 13,502 |
Reportable Group segment profit before tax for the period ended 30 June 2022 is reconciled as follows:
| Grand Harbour Marina €000 |
IC Cesme Marina €000 |
Total Reportable Segments €000 |
|
|---|---|---|---|
| Reportable profit before tax | 197 | 2,432 | 2,629 |
| Reconciliation to Consolidated Amounts |
| Total Reportable Segments €000 |
Eliminations €000 |
Group €000 |
|
|---|---|---|---|
| Reportable profit before tax | 2,629 | (1,657) | 973 |
| €000 | |
|---|---|
| Profit before tax | |
| Total reportable segments | 2,629 |
| Total profit before tax of IC Cesme | (2,432) |
| Total profit before tax of Grand Harbour Marina | 197 |
| Share of profit of IC Cesme Marina | 776 |
| Consolidated profit before tax | 973 |
The Company generates revenue primarily from berthing income on annual, seasonal and visitor berthing contracts. Other income is generated through annual service charges to berth owners and the provision of other ancillary services to marina customers, such as water and electricity. During the first six months of 2023 and 2022, the Company did not affect any berth sales.
| 6 months to | 6 months to | |
|---|---|---|
| 30 June 2023 | 30 June 2022 | |
| €000 | €000 | |
| Annual service charges to berth owners | 243 | 225 |
| Revenue from annual, seasonal and visitor contracts | 1,356 | 1,229 |
| Ancillary services | 480 | 258 |
| Total revenues | 2,079 | 1,712 |
The following table disaggregates revenue recognised from contracts with customers into appropriate categories, being annual, seasonal and visitor revenue streams for pontoons (i.e. yachts under 27.99 metres) and superyachts (i.e. yachts over 28 metres) respectively.
| 6 months to | 6 months to | |
|---|---|---|
| 30 June 2023 | 30 June 2022 | |
| €000 | €000 | |
| Revenue from contracts with customers: | ||
| Revenue generated from pontoons: | ||
| Annual contracts | 745 | 713 |
| Seasonal contracts | 72 | 55 |
| Visitor contracts | 61 | 60 |
| 878 | 828 | |
| Revenue generated from superyachts: | ||
| Annual service charges to berth owners | 243 | 225 |
| Annual contracts | 102 | 113 |
| Seasonal contracts | 107 | 102 |
| Visitor contracts | 269 | 186 |
| 721 | 626 | |
| Revenue from contracts with customers | 1,599 | 1,454 |
| Revenue from ancillary services | 480 | 258 |
| Total revenue as reported in note 8.1 | 2,079 | 1,712 |
The following table provides information about receivables and contract liabilities from contracts with customers.
| 6 months to | Year to | |
|---|---|---|
| 30 June 2023 | 31 Dec 2022 | |
| €000 | €000 | |
| Receivables, which are included in 'trade and other | ||
| receivables' (see note 18.1) | 1,006 | 685 |
| Contract liabilities on trade receivables (see note 23) | 1,348 | 1,033 |
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. The amount of €786k (Dec 2022: €1,043k) recognised in contract liabilities at the beginning of the year has been recognised as revenue for the period ended 30 June 2023. The remaining amount of €247k (Dec 2022: €nil) has been deferred as it is the consideration relating to berthing contracts spanning into the period subsequent to 30 June 2023.
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.
| 6 months to | 6 months to | |
|---|---|---|
| 30 June 2023 | 30 June 2022 | |
| €000 | €000 | |
| Direct costs | 442 | 305 |
| Operating expenses: | ||
| Directors' remuneration (short-term benefits) | 23 | 19 |
| Wages and salaries | 354 | 296 |
| Compulsory social security contributions | 22 | 19 |
| Selling and marketing expenses | 22 | 17 |
| Repairs and maintenance | 46 | 37 |
| Variable lease expense | 38 | 28 |
| Auditors' remuneration | 24 | 22 |
| Net gain on assets retired | - | (16) |
| Operator fees (see note 26.2) | 101 | 91 |
| Depreciation on plant and equipment (see note 12.1) | 141 | 137 |
| Depreciation on right-of-use asset (see note 17.1) | 62 | 71 |
| Other operating expenses | 129 | 136 |
| Total expenses recognised in statement of profit or loss | 1,404 | 1,162 |
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
| 6 months to | 6 months to | |
|---|---|---|
| 30 June 2023 | 30 June 2022 | |
| €000 | €000 | |
| Finance income: | ||
| Interest income under the effective interest method on: | ||
| Loans to related parties - measured at amortised cost | 125 | 86 |
| Corporate debt securities - at FVOCI | 83 | 100 |
| Finance income | 208 | 184 |
| Finance costs: | ||
| Interest expense on financial liabilities measured at | ||
| amortised cost | (335) | (335) |
| Interest expense on lease liabilities (see note 17.1) | (199) | (195) |
| Amortisation of bond issue costs (see note 21.4) | (20) | (19) |
| Net foreign exchange losses | (1) | (1) |
| Corporate debt securities- at FVOCI: | ||
| Loss on derecognition reclassified from OCI | (1) | (2) |
| Finance costs | (556) | (550) |
| Net finance costs recognised in statement of profit or loss | (348) | (366) |
Current tax is recognised at the corporate rate of 35% on the taxable income for the year from the Company's marina business activity. Deferred tax charges and credits relate to the marina business activity.
| 6 months to | 6 months to | |
|---|---|---|
| 30 June 2023 €000 |
30 June 2022 €000 |
|
| Group and company | ||
| Current tax | ||
| Charge during the period/ year | (172) | (148) |
| (172) | (148) | |
| Deferred tax | ||
| Movement in temporary differences | 51 | 59 |
| 51 | 59 | |
| Income tax expense on continuing operations recognised | ||
| in statement of profit or loss | (121) | (89) |
12.1 The following tables show the movements in property, plant and equipment.
| Total | Superyacht berths |
Pontoon berths | Improvements to leased property, landscaping & switchboards |
Motor vehicles, including shipping vessels |
Cable infrastructure, marine & office equipment |
Assets in the course of construction |
|
|---|---|---|---|---|---|---|---|
| Cost | €000 | €000 | €000 | €000 | €000 | €000 | €000 |
| Balance at 1 January 2022 | 9,480 | 4,302 | 3,449 | 902 | 65 | 611 | 151 |
| Additions | 101 | - | 74 | 15 | - | 12 | - |
| Assets written off | (175) | (40) | (21) | - | - | - | (114) |
| Balance at 31 December 2022 | 9,406 | 4,262 | 3,502 | 917 | 65 | 623 | 37 |
| Balance at 1 January 2023 | 9,406 | 4,262 | 3,502 | 917 | 65 | 623 | 37 |
| Additions | 81 | - | 7 | 74 | - | - | - |
| Reclassification | - | - | (5) | - | - | 5 | - |
| Balance at 30 June 2023 | 9,487 | 4,262 | 3,504 | 991 | 65 | 628 | 37 |
12.1 (continued)
| Total | Superyacht berths | Pontoon berths | Improvements to leased property, landscaping & switchboards |
Motor vehicles, including shipping vessels |
Cable infrastructure, marine & office equipment |
Assets in the course of construction |
|
|---|---|---|---|---|---|---|---|
| Accumulated depreciation and impairment | €000 | €000 | €000 | €000 | €000 | €000 | €000 |
| Balance at 1 January 2022 | 4,915 | 1,331 | 2,326 | 679 | 53 | 526 | - |
| Depreciation charge | 276 | 85 | 140 | 26 | 3 | 22 | - |
| Assets written off | (28) | (14) | (14) | - | - | - | - |
| Balance at 31 December 2022 | 5,163 | 1,402 | 2,452 | 705 | 56 | 548 | - |
| Balance at 1 January 2023 | 5,163 | 1,402 | 2,452 | 705 | 56 | 548 | - |
| Depreciation charge | 141 | 43 | 71 | 14 | 2 | 11 | - |
| Reclassification | (3) | - | (3) | - | - | - | - |
| Balance at 30 June 2023 | 5,301 | 1,445 | 2,520 | 719 | 58 | 559 | - |
| Carrying amounts | |||||||
| Balance at 1 January 2022 | 4,565 | 2,971 | 1,123 | 223 | 12 | 85 | 151 |
| Balance at 31 December 2022 | 4,243 | 2,860 | 1,050 | 212 | 9 | 75 | 37 |
| Balance at 30 June 2023 | 4,186 | 2,817 | 984 | 272 | 7 | 69 | 37 |
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
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 "5th Floor, Cording House, 34- 35 St James Street, London, SW1A 1HD". The reporting date of this non-trading entity is 31 March.
| 6 months to 30 June 2023 €000 |
Year to 31 Dec 2022 €000 |
|
|---|---|---|
| Fair value of net identifiable assets at date of acquisition | 1,082 | 1,082 |
| Goodwill inherent in the cost of investment | 848 | 848 |
| Consideration paid upon acquisition | 1,930 | 1,930 |
| Cumulative capital contributions | 244 | 244 |
| Cost of investment as at 1 January | 2,174 | 2,174 |
| Share of post-acquisition profit/ (loss) brought forward | 155 | (1,191) |
| Share of (loss)/ profit for the period/ year | (49) | 1,346 |
| Hyperinflationary adjustment brought forward | 1,590 | - |
| Hyperinflationary adjustment for the period/ year | (149) | 1,590 |
| Depreciation of fair value uplift on acquisition brought forward | (354) | (342) |
| Depreciation of fair value uplift for the period/ year | (6) | (12) |
| Foreign currency translation brought forward | 83 | 73 |
| Foreign currency translation difference for the period/ year | (180) | 10 |
| Equity accounted investee as at end of period / year | 3,264 | 3,648 |
The Group's share of loss in its equity accounted investee for the period, inclusive of the depreciation of fair value uplift upon acquisition, amounted to €55k (Dec 2022: profit of €1,334k). This investee is not listed, and consequently no published price quotations are available. The reporting date of this entity is 31 December. The entity is exposed to the country risks relating to Turkey and other risks associated with the trends and future outlook of the marina industry as a whole.
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
The following table summarises the financial information of IC Cesme based on its financial information prepared in accordance with IFRS as adopted by the EU. The tables also reconcile the summarised financial information to the carrying amount of the Group's interest in IC Cesme, which is accounted for using the equity method of accounting.
| 6 months to | Year to | |
|---|---|---|
| 30 Jun 2023 | 31 Dec 2022 | |
| €000 | €000 | |
| Non-current assets | 11,631 | 12,699 |
| Current assets (including cash and cash equivalent of €2,392k, | ||
| Dec 2022: €2,514k) | 2,441 | 3,006 |
| Non-current liabilities | (6,890) | (6,766) |
| Current liabilities (including trade and other payables and provisions | ||
| of €1,737k, Dec 2022: €3,945k) | (3,028) | (3,945) |
| IC Cesme net assets (100%) at end of period / year | 4,154 | 4,994 |
| Group's share of net assets (45%) | 1,869 | 2,247 |
| Fair value uplift on date of acquisition (less deferred tax impact) | 907 | 907 |
| Cumulative depreciation on fair value uplift, adjusted on |
||
| consolidation | (360) | (354) |
| Goodwill | 848 | 848 |
| Carrying amount of interest in joint venture, as per Statement of | ||
| financial position (see note 14.1) | 3,264 | 3,648 |
| Revenue | 2,690 | 5,084 |
| Operating expenses | (1,295) | (2,845) |
| Depreciation | (171) | (208) |
| Results from operating activities | 1,224 | 2,031 |
| Hyperinflationary adjustment | 1,546 | 4,761 |
| Net finance costs (including interest expense of €150k and net foreign | ||
| exchange loss of €2,317k less interest income of €252k, Dec 2022: | ||
| interest expense of €210k and net foreign exchange loss of €1,966k | ||
| less interest income of €323k) | (2,441) | (2,342) |
| Profit before tax | 329 | 4,450 |
| Taxation | (438) | (1,457) |
| Total comprehensive (loss)/ income for the period/ year (100%) | (109) | 2,993 |
| Group's share of total comprehensive income (45%) | (49) | 1,346 |
| Monetary movement on restating non-monetary items in line with IAS 29 | (149) | 1,590 |
| Depreciation on fair value uplift of depreciable assets | (6) | (12) |
| Share of (loss)/ profit of equity-accounted investee, net of tax, | ||
| as per statement of profit or loss and OCI | (204) | 2,924 |
| Foreign currency translation difference arising during the period/ year | (180) | 10 |
| Change in carrying amount of interest in joint venture | (384) | 2,934 |
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
The Company acquired its investment in IC Cesme Marina Yatırım Turizm ve Isletmeleri A.S. ("IC Cesme"), a joint venture, in 2011. IC Cesme operates a marina with associated landside property in the Izmir region of Turkey, held in terms of a Build-Operate-Transfer agreement expiring in 2067.
In view of the geo-political status of the investee's jurisdiction, the directors have estimated the recoverable amount of the investment in IC Cesme and determined whether it exceeds the carrying amount. This was estimated based on its value in use, which falls within Level 3 of the fair value hierarchy. The value in use has been arrived at through the discounted cash flow valuation, by estimating the free cash flow to the firm up until 2067 and discounting them back to the present value by using the cost of capital as the discount rate.
The following were the assumptions included in the valuation:
The estimated recoverable amount of the Company's investment in IC Cesme's net assets at Group and Company level, exceeds its' carrying amount.
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
| 6 months to | Year to | |
|---|---|---|
| 30 Jun 2023 | 31 Dec 2022 | |
| €000 | €000 | |
| Non-current corporate debt securities | ||
| Opening fair value | 4,474 | 5,806 |
| Disposal | (65) | (1,157) |
| Net movement in fair value, recognised in OCI | (34) | (195) |
| Unwinding of premium paid upon acquisition | (5) | 20 |
| Closing fair value | 4,370 | 4,474 |
| Impairment movement on corporate debt securities, recognised | ||
| in P&L | (36) | 2 |
During the period ended 30 June 2023, the Company did not acquire any corporate debt securities (Dec 2022: €nil) and €65k corporate debt securities held within the company's investment portfolio matured (Dec 2022: disposed of €1,157k), realising a fair value loss of €1k (Dec 2022: €4k). The unrealised fair value loss of €34k (Dec 2022: €195k) on the investment in debt securities held as at 30 June 2023 has been presented in OCI and included in the fair value reserve.
As at 30 June 2023, the value of such investments, by reference to quoted market prices on the Malta Stock Exchange, amounted to €4,370k (Dec 2022: €4,474k). Such a value was classified as a Level 2 investment by reference to the fair value hierarchy.
| 6 months to 30 Jun 2023 €000 |
Year to 31 Dec 2022 €000 |
|
|---|---|---|
| Loans to the Parent company, net of expected credit losses | 2,846 | 2,846 |
| Loans to related parties, net of expected credit losses | 2,357 | 2,635 |
| Total | 5,203 | 5,481 |
| At 1 January Loan repayment (see note 16.3) Net Interest (repaid)/ accrued Reversal in expected credit losses on loan to CNML Increase in expected credit losses on loan to Parent company Total |
5,481 (247) (36) 5 - 5,203 |
5,916 (514) 66 15 (2) 5,481 |
| Non-current Current |
4,993 210 |
5,173 308 |
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
The loans receivable from related parties comprise:
Upstream loans to the Parent company, Camper & Nicholsons Marina Investments Limited, amount to €2,850k (Dec 2022: €2,850k), the details of which are as follows:
| Jun 2023 | Dec 2022 | |||||
|---|---|---|---|---|---|---|
| Amount €000 |
Interest p.a. |
Maturity date |
Amount €000 |
Interest p.a. |
Maturity date |
|
| Loan Note 2 | 600 | 4.00% | 31/12/2024 | 600 | 4.00% | 31/12/2024 |
| Loan Note 3 | 2,250 | 4.50% | 30/09/2024 | 2,250 | 4.50% | 30/09/2024 |
| 2,850 | 2,850 |
All loans to the parent company are unsecured.
The Company's joint venture, IC Cesme had bank facilities that were guaranteed by IC Cesme's shareholders in proportion to their interest in IC Cesme. In this respect, the Company had provided cash collateral in the form of a cash pledge and it had lodged a sum with the Parent company in this regard.
During 2022, IC Cesme's remaining bank borrowings that were subject to this guarantee were settled between February and August 2022 through the release of the above-mentioned cash pledges in favour of IC Cesme's lender. As a result of the repayment and of a loan restructuring, the cash pledge was refinanced as a loan receivable to the Company with the amount being due from Camper & Nicholsons Marinas Limited ("CNML"), a fellow subsidiary of CNMIL.
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
The loan is constituted under two separate Loan Notes, the details of which are as follows:
| 30 June 2023 | 31 Dec 2022 | ||||||
|---|---|---|---|---|---|---|---|
| Amount | Interest | Maturity | Amount | Interest | Maturity | ||
| €000 | p.a. | date | €000 | p.a. | date | ||
| Loan 1 | - | - | 31/03/2023 | Loan 1 | 112 | 5.00% | 31/03/2023 |
| Loan 1 | 45 | 5.00% | 31/03/2024 | Loan 1 | 45 | 5.00% | 31/03/2024 |
| Loan 1 | 45 | 5.00% | 31/03/2025 | Loan 1 | 45 | 5.00% | 31/03/2025 |
| Loan 1 | 113 | 5.00% | 31/03/2026 | Loan 1 | 113 | 5.00% | 31/03/2026 |
| Loan 1 | 135 | 5.00% | 31/03/2027 | Loan 1 | 135 | 5.00% | 31/03/2027 |
| Loan 2 | - | - | 31/03/2023 | Loan 2 | 22 | 5.00% | 31/03/2023 |
| Loan 2 | - | - | 30/09/2023 | Loan 2 | 113 | 5.00% | 30/09/2023 |
| Loan 2 | 135 | 5.00% | 31/03/2024 | Loan 2 | 135 | 5.00% | 31/03/2024 |
| Loan 2 | 216 | 5.00% | 30/09/2024 | Loan 2 | 216 | 5.00% | 30/09/2024 |
| Loan 2 | 180 | 5.00% | 31/03/2025 | Loan 2 | 180 | 5.00% | 31/03/2025 |
| Loan 2 | 193 | 5.00% | 30/09/2025 | Loan 2 | 193 | 5.00% | 30/09/2025 |
| Loan 2 | 135 | 5.00% | 31/03/2026 | Loan 2 | 135 | 5.00% | 31/03/2026 |
| Loan 2 | 223 | 5.00% | 30/09/2026 | Loan 2 | 223 | 5.00% | 30/09/2026 |
| Loan 2 | 139 | 5.00% | 31/03/2027 | Loan 2 | 139 | 5.00% | 31/03/2027 |
| Loan 2 | 286 | 5.00% | 30/09/2027 | Loan 2 | 286 | 5.00% | 30/09/2027 |
| Loan 2 | 275 | 5.00% | 31/03/2028 | Loan 2 | 275 | 5.00% | 31/03/2028 |
| Loan 2 | 315 | 5.00% | 30/09/2028 | Loan 2 | 315 | 5.00% | 30/09/2028 |
| 2,435 | 2,682 | ||||||
The Group leases water space under a deed of sub-emphyteusis together with other properties including offices and warehouses.
The following table shows the movements in right-of-use assets.
| Water space | Other Properties |
Total | ||||
|---|---|---|---|---|---|---|
| 2023 2022 |
2023 2022 |
2023 | 2022 | |||
| €000 | €000 | €000 | €000 | €000 | €000 | |
| Balance at 1 January | 4,528 | 4,587 | 605 | 673 | 5,133 | 5,260 |
| Recognition of right-of-use asset | - | - | - | 6 | - | 6 |
| Adjustment for inflation | - | - | - | 10 | - | 10 |
| Depreciation on right-of-use asset | (30) | (59) | (32) | (84) | (62) | (143) |
| Balance at end of period / year | 4,498 | 4,528 | 573 | 605 | 5,071 | 5,133 |
During the period ended 30 June 2023, the Company did not enter any new lease agreements.
The following table shows the movements in lease liabilities.
| Water space | Other Properties |
Total | ||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| €000 | €000 | €000 | €000 | €000 | €000 | |
| Balance at 1 January | 5,541 | 5,452 | 688 | 729 | 6,229 | 6,181 |
| Recognition of lease liability | - | - | - | 6 | - | 6 |
| Adjustment for inflation | - | - | - | 10 | - | 10 |
| Interest expense on lease liabilities | 173 | 343 | 26 | 50 | 199 | 393 |
| Lease payments | (142) | (254) | (51) | (107) | (193) | (361) |
| Balance at end of period / year | 5,572 | 5,541 | 663 | 688 | 6,235 | 6,229 |
Lease liabilities included in the statement of financial position are analysed as follows:
| 6 months to | Year to | |
|---|---|---|
| 30 Jun 2023 | 31 Dec 2022 | |
| €000 | €000 | |
| Current | 12 | 12 |
| Non-current | 6,223 | 6,217 |
| 6,235 | 6,229 |
18.1
| 6 months to | Year to | |
|---|---|---|
| 30 Jun 2023 | 31 Dec 2022 | |
| €000 | €000 | |
| Group and Company | ||
| Trade receivables, excluding related parties | 1,006 | 685 |
| Amounts due from related parties (see note 26.2) | 56 | 37 |
| Prepayments and other receivables | 445 | 532 |
| Balance at end of period / year | 1,507 | 1,254 |
18.2 Amounts due from related parties of €56k (Dec 2022: €37k) relates to a receivable from First Eastern (Holdings) Limited (which together with its wholly owned subsidiary, FE Marina Investments Limited, owns 99.58% of CNMIL's issued share capital) in relation to a 50% recharge by the Company, of one of the Company's executive's salary.
This amount is unsecured, interest free and repayable on demand.
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
| 6 months to 30 Jun 2023 |
Year to 31 Dec 2022 |
|
|---|---|---|
| €000 | €000 | |
| Group and Company | ||
| Cash in hand | 3 | 3 |
| Bank balances | 4,122 | 4,029 |
| 4,125 | 4,032 | |
| ECLs on cash and cash equivalents | (1) | (1) |
| Cash and cash equivalents in the statement of financial position | 4,124 | 4,031 |
| Bank overdraft used for cash management purposes (see note | ||
| 21.3) | - | (2) |
| Cash and cash equivalents in the statement of cash flows | 4,124 | 4,029 |
| 6 months to | Year to | |
|---|---|---|
| 30 Jun 2023 | 31 Dec 2022 | |
| €000 | €000 | |
| Authorised share capital | ||
| 20,000,000 ordinary shares of €0.12 each | 2,400 | 2,400 |
| Issued share capital | ||
| 20,000,000 ordinary shares of €0.12 each | 2,400 | 2,400 |
The amount of €0.4 million in dividends was declared by the Company for the period ended 30 June 2023 (Dec 2022: €0.7 million), being a dividend per share of €0.017 (Dec 2022: €0.033).
21.1 This note provides information about the contractual terms of the Group's interest-bearing borrowings which are measured at amortised cost.
| 6 months to | Year to | |
|---|---|---|
| 30 Jun 2023 | 31 Dec 2022 | |
| €000 | €000 | |
| Non-current | ||
| Debt securities in issue (see note 21.4) | 14,811 | 14,790 |
| Current | ||
| Bank overdraft (see note 21.3) | 1 | 2 |
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
The terms and conditions of outstanding loans are as follows:
| 6 months to 30 June 2023 |
Year to | |||||
|---|---|---|---|---|---|---|
| Nominal | Year of | 31 Dec 2022 | ||||
| int rate | maturity | Face | Carrying | Face | Carrying | |
| value | amount | value | amount | |||
| €000 | €000 | €000 | €000 | |||
| Repayable on | ||||||
| Bank overdraft | 4.85% | demand | - | - | - | 2 |
| Unsecured bond | 4.50% | 2027 | 15,000 | 14,811 | 15,000 | 14,790 |
| Total interest-bearing liabilities | 15,000 | 14,811 | 15,000 | 14,792 |
The bank overdraft represents the credit on the Company's credit card, which is repaid monthly. This overdraft is secured by a pledge of €7k over cash balances held by the Company with HSBC Malta plc. An additional €35k is pledged in favour of a guarantee with MEPA.
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:
| 6 months to 30 Jun 2023 €000 |
Year to 31 Dec 2022 €000 |
|
|---|---|---|
| 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 as at | ||
| 1 January | 192 | 152 |
| Amortisation charge | 21 | 40 |
| Unamortised bond issue costs as at end of period / year | (189) | (210) |
| Amortised cost and closing carrying amount of the bond liability | 14,811 | 14,790 |
The bonds were admitted to the Official List of the Malta Stock Exchange in 2017. The quoted market price of the bonds at 30 June 2023 was €100.50 (Dec 2022: €98.00).
Notes to the interim condensed consolidated financial statements For the six months ended 30 June 2023
| 6 months to 30 Jun 2023 €000 |
Year to 31 Dec 2022 €000 |
|
|---|---|---|
| Group and Company | ||
| Trade payables, excluding related parties | 158 | 180 |
| Amounts due to related parties (see notes 26.2) | 69 | 86 |
| Other trade payables (see note 22.3) | 247 | 245 |
| Accrued expenses | 597 | 941 |
| 1,071 | 1,452 |
22.2 The amounts owed to the related parties are unsecured, interest free and repayable on demand.
22.3 Other trade payables relate to VAT payable by the Group.
23.1
| 6 months to | Year to | |
|---|---|---|
| 30 Jun 2023 | 31 Dec 2022 | |
| €000 | €000 | |
| Group and Company | ||
| Customer advances on berthing contracts (see note 23.2) | 1,348 | 1,033 |
| 1,348 | 1,033 |
23.2 The contract liabilities relate to the consideration received in advance from customers for berthing contracts, for which revenue is recognised over time. Furthermore, the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the year is largely in relation to contracts with an original expected duration of one year or less.
The following table shows the fair values of financial assets other than the investment in the joint venture and financial liabilities other than lease liabilities. 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.
| Fair value measurement using: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 30 June 2023 and 31 Dec 2022 |
Level 1 | Level 2 | Level 3 | Total | Carrying amount | |||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |
| €000 | €000 | €000 | €000 | €000 | €000 | €000 | €000 | €000 | €000 | |
| Group and company | 5,203 | |||||||||
| Financial assets | ||||||||||
| Financial assets at FVOCI Investment in corporate |
||||||||||
| debt securities | - | - | 4,370 | 4,474 | - | - | 4,370 | 4,474 | 4,370 | 4,474 |
| Financial assets at amortised cost |
||||||||||
| Loans to related parties | - | - | 5,203 | 5,481 | - | - | 5,203 | 5,481 | 5,203 | 5,481 |
| - | - | 9,573 | 9,955 | - | - | 9,573 | 9,955 | 9,573 | 9,955 | |
| Financial liabilities at amortised cost Unsecured debt securities in issue |
- | (14,700) | - | (14,700) | (14,790) | |||||
| - | (15,075) | - | (15,075) | (14,811) |
Notes to the interim condensed consolidated financial statements
For the six months ended 30 June 2023
Valuation techniques and significant unobservable inputs
At the end of the current and the comparative year, the carrying amount of trade receivables and cash and cash equivalents is a reasonable approximation of their fair value due to their short-term maturities.
At 30 June 2023, corporate debt securities at FVOCI with a carrying amount of €4,370k (Dec 2022: €4,474k) were measured using level 2 of the fair value hierarchy, by referring to their respective quoted prices in the local market.
At the end of the current and the comparative year, the carrying amount of trade and other payables, and bank overdraft is a reasonable approximation of their fair value due to their short-term maturities.
At 30 June 2023, unsecured debt securities in issue were measured at amortised cost with a carrying amount of €14,811k (Dec 2022: €14,790k). The fair value of this financial liability as at 30 June 2023, amounting to €15,075k (Dec 2022: €14,700k), were measured using level 2 of the fair value hierarchy, by referring to their respective quoted prices in the local market.
The Group, from its use of financial instruments, has exposure to credit, liquidity, and market risks. The Group's objectives and policies for managing such risks are described in its annual financial statements.
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.
For the six months ended 30 June 2023
The Company is a subsidiary of Camper & Nicholsons Marina Investments Limited ("CNMIL"), the registered office of which is situated at "The Albany, South Esplanade, St Peter Port, Guernsey, Channel Islands, GY1 1AQ". The ultimate controlling party is Mr Victor Lap Lik Chu, the Chairman and principal shareholder of First Eastern (Holdings) Limited, which together with its wholly owned subsidiary, FE Marina Investments Limited, owns 99.58% of CNMIL's issued share capital (Dec 2022: 99.58%). Both First Eastern (Holdings) Limited and FE Marina Investments Limited are incorporated in Hong Kong. As of 25 August 2023, CNMIL holds 17,393,590 shares, equivalent to 86.97% of the Company's total issued share capital.
As described in note 14, the Company holds an investment in a joint venture.
CNMIL prepares consolidated financial statements of the Group of which Grand Harbour Marina p.l.c. forms part.
Companies forming part of the CNMIL Group are considered to be related parties, as these companies are ultimately owned by CNMIL and First Eastern (Holdings) Limited. The transactions and balances with such parties were as follows:
| 6 months to | Year to | |
|---|---|---|
| 30 Jun 2023 | 31 Dec 2022 | |
| €000 | €000 | |
| First Eastern (Holdings) Limited | ||
| Balance receivable at 1 January | 37 | 9 |
| Recharge of expenses (see note 18.2) | 19 | 37 |
| Cash received during the period/ year | - | (9) |
| Balance receivable at end of period/ year | 56 | 37 |
| Camper & Nicholsons Marinas Investments Limited Principal in respect of Cesme Cash Collateral (see note 16.3) |
- | 2,797 |
| Principal received during the period/ year | - | (115) |
| Principal reclassified to CNML | - | (2,682) |
| Interest accrued at beginning of the year | - | 100 |
| Interest accrued during the period/ year | - | 7 |
| Interest received during the period/ year | - | (107) |
| Subtotal | - | - |
| Principal in respect of Loan Note 1 (see note 16.2) | - | 400 |
| Principal received during the period/ year | - | (400) |
| Interest accrued during the period/ year | - | 12 |
| Interest received during the period/ year | - | (12) |
| Subtotal | - | - |
Notes to the interim condensed consolidated financial statements
For the six months ended 30 June 2023
| 6 months to 30 Jun 2023 €000 |
Year to 31 Dec 2022 €000 |
|
|---|---|---|
| Camper & Nicholsons Marina Investments Limited | ||
| Principal in respect of Loan Note 2 (see note 16.2) | 600 | 600 |
| Interest accrued during the period/ year | 12 | 24 |
| Interest received during the period/ year | (12) | (24) |
| Subtotal | 600 | 600 |
| Principal in respect of Loan Note 3 (see note 16.2) | 2,250 | 2,250 |
| Interest accrued during the period/ year | 50 | 101 |
| Interest received during the period/ year | (50) | (101) |
| Subtotal | 2,250 | 2,250 |
| Balance receivable at end of period/ year | 2,850 | 2,850 |
| Camper & Nicholsons Marinas Limited | ||
| Balance payable at 1 January | (41) | (45) |
| Recruitment and operational service fees | (54) | (100) |
| Sales and marketing fees | (20) | (45) |
| Management, finance and other related services and expenses | (5) | (11) |
| Cash paid during the period/ year | 78 | 160 |
| Subtotal | (42) | (41) |
| Loan principal receivable at 1 January | 2,682 | - |
| Principal (repaid)/ advanced (see note 16.3) | (248) | 2,682 |
| Interest receivable at 1 January | 73 | - |
| Interest accrued during the period/ year | 63 | 73 |
| Interest received during the period/ year | (106) | - |
| Subtotal | 2,464 | 2,755 |
| Balance receivable at end of period/ year | 2,367 | 2,714 |
| Camper & Nicholsons Marinas International Limited | ||
| Balance payable at 1 January | (52) | (48) |
| Royalty fees (1.5% of revenue excluding direct costs of utilities) as per Trade Mark License Agreement |
(27) | (52) |
| Cash paid during the period/ year | 52 | 48 |
| Balance payable at end of period/ year | (27) | (52) |
Other than the remuneration payable to the directors, there were no other transactions with key management personnel. CEO remuneration is borne by a related party.
For the six months ended 30 June 2023
No significant events have taken place since the financial reporting date that would have otherwise required adjustment to or disclosure in these financial statements.
The Company's joint venture, IC Cesme, is disputing 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. The Izmir 3rd Basic Commercial Court dismissed the case and the claimant made an appeal to the Izmir Regional Court of Justice which was also rejected. A further case from the same claimant was rejected by the Izmir 3rd Basic Commercial Court on 16 October 2020 and the related decision finalized on 30 June 2021. Claimant made an appeal which is being investigated by the 6th Law Office of the Izmir Regional Court as file name 2022/4150E.
Based on the advice received, the probability of an outflow of resources embodying economic resources to settle the obligation is highly improbable. Nevertheless, in the unlikely event that IC Cesme lost the lawsuit, it would result in a liability of €232k (Dec 2022: €330k) with the Group's share being €104k (Dec 2022: €169k).
The undersigned, for and on behalf of the Board, confirms that to the best of our knowledge:
Lawrence Zammit Chairman 25 August 2023
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.