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Gulf Marine Services PLC announced its interim results for the six months ended 30 June 2025 on 09 September 2025. The company reported revenue of US$ 87.1 million, an 8% increase from H1 2024, and Adjusted EBITDA of US$ 50.8 million, up 6% from H1 2024. Net profit for the period decreased by 47% to US$ 3.9 million, while the net leverage ratio improved to 1.73:1 and net bank debt decreased to US$ 179.4 million on 30 June 2025.
| Date | 9 Sept 2025 |
| Time | 07:00:11 |
| Category | Results |
| ID | 4930Y |
09 September 2025
Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', 'the Company' or 'the Group')
Announcement of Interim results for the six months period ended 30 June 2025
GMS, a leading provider of advanced self-propelled, self-elevating support vessels serving the offshore oil, gas and renewables industries, is pleased to announce its interim results for the six months period ended 30 June 2025 (H1 2025).
|
|
H1 2023 |
H1 2024 |
H1 2025 |
H1 2025 versus |
|
|
US$ m |
US$ m |
US$ m |
H1 2024 change |
|
Revenue |
74.3 |
80.7 |
87.1 |
8% |
|
Adjusted EBITDA1 |
44.3 |
47.7 |
50.8 |
6% |
|
Net profit |
8.7 |
7.4 |
3.9 |
-47% |
|
Net leverage ratio1 |
3.75:1 |
2.62:1 |
1.73:1 |
-34% |
|
Net bank debt1 |
294.3 |
238.5 |
179.4 |
-25% |
H1 Financial and Operational Highlights:
|
· |
The Group achieved revenue of US$ 87.1 million for the first half of 2025, reflecting an increase of 8% compared to US$ 80.7 million in H1 2024. The increase in revenue was attributed to improvements in fleet average day rates to US$35.1k (H1 2024: US$ 32.4k) as well as operating an additional leased vessel for two months. The increase was partially offset by a decrease in fleet average utilisation from 91% in H1 2024 to 87% in H1 2025. This decrease was largely attributed to planned maintenance and drydocking downtime, mobilisation to prepare the vessels for the next contracts and geopolitical instability in the Middle East. |
|
· |
Adjusted EBITDA grew by 6% to US$ 50.8 million (H1 2024: US$ 47.7 million) driven by the increase in revenue. Adjusted EBITDA margin is 58% (H1 2024: 59%). |
|
· |
Net leverage ratio1 on 30 June 2025 further improved to 1.73:1 (31 December 2024: 2.0:1) driven by continued improvement in adjusted EBITDA and lower net bank debt1. Net bank debt1 lowered by US$ 21.8 million to US$ 179.4 million (31 December 2024: US$ 201.2 million). |
|
· |
Finance expenses decreased by 34% to US$ 8.1 million (H1 2024: US$ 12.3 million), driven by the reduction in gross debt and interest margin. The reduction of interest margin was due to the successful refinancing of the loan facility on 30 December 2024. |
|
· |
The Group's net profit for the first half of 2025 decreased by 47% to US$ 3.9 million (H1 2024: US$ 7.4 million). This is due to higher tax expense, depreciation and amortisation offset by improvement in EBITDA, lower charges on finance costs and fair value of warrants. The increase in tax expenses is primarily due to the one-time impact of the tax ruling received, which was announced on 14 May 2025. |
|
· |
The basic earnings per share for the period decreased to US$ 0.35, as compared to US$ 0.68 in the first half of 2024. Further, the diluted earnings per share for the period decreased to US$ 0.34 compared to US$ 0.63 in the first half of 2024. |
1 This represents an Alternative Performance Measure (APM) as defined in the Glossary which is included in Note 24 to the interim consolidated Financial Statements.
|
· |
GMS expects 2025 adjusted EBITDA to reach USD 101‐109 million, an increase from the previously forecasted EBITDA guidance of USD 100‐108 million. |
|
· |
Despite some uncertainty regarding geopolitical issues and some increased supply from new vessels entering the market in the coming months, we continue to target an EBITDA in the range of US$ 105-115 million for 2026. |
|
· |
Secured backlog was US$ 517.4 million on 30 June 2025 (30 June 2024: US$ 426.8 million), which reflects the additional contract awards announced over the last 12 months, offset by the revenue recognised. This underscores the ongoing strength in demand for our vessels across the various markets in which we operate. |
|
· |
Based on these results and current information we have on hand, the Company is on track to declare shareholder rewards, in line with its shareholder rewarding policy as announced on 01 August 2024. |
Mansour Al Alami, Executive Chairman, GMS said:
"With leverage at a healthy level, we have strengthened the resilience and agility of the Company, while fulfilling our commitment to generating long-term value for our shareholders. Despite ongoing operational and market challenges, including recent geopolitical tensions, we grew the business and remain confident of stronger performance through the rest of the year. The successful introduction of a new vessel further underscores our readiness to capitalise on emerging market opportunities."
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Enquiries: Mansour Al Alami Executive Chairman Alex Aclimandos Chief Financial Officer
|
Tel: +44 (0)20 7603 1515 |
|
Celicourt Communications Philip Dennis Mark Antelme Ali AlQahtani |
Tel: +44 (0) 20 7770 6424 |
Chairman's Review
Group performance
In the first half of 2025, the Group achieved an 8% increase in revenue, despite decline in average fleet utilisation to 87%, impacted by scheduled maintenance, drydocking, and the time needed to mobilise vessels for upcoming contracts amid on-going geopolitical tensions in the Middle East. The fleet average day rates improved across all vessel classes, and the Group started to operate an additional leased vessel for two months that started a contract in the Middle East in May 2025. The revenue growth contributed to improved adjusted EBITDA of US$ 50.8 million, compared to US$ 47.7 million reported in H1 2024.
Business Development
The contract awards during the period have a combined total charter period of 8.1 (H1 2024 14.3) years.
Capital structure and liquidity
The Group's focus is providing a balanced capital allocation, optimising business opportunities and maximising shareholder value. The successful refinancing on improved terms by end of 2024 reaffirms its ability to deliver on these commitments.
The net leverage ratio was reduced to 1.73 times as of 30 June 2025, an improvement from 2.0 times on 31 December 2024. This was driven by a reduction in net bank debt to US$ 179.4 million (31 December 2024: US$ 201.2 million) and improved trailing 12-month adjusted EBITDA. Interest margin decreased upon the conclusion of refinancing before the end of 2024.
The Group has available working capital facility of US$ 23.4 million (31 December 2024: US$ 28.0 million).
Outlook
Our commitment to creating long-term value for shareholders is clear. GMS now expects 2025 adjusted EBITDA in the range of USD 101‐109 million, up from prior guidance of US$ 100-108 million. We are on track to deliver shareholder returns through dividends and/or share buybacks.
Mansour Al Alami
Executive Chairman
08 September 2025
Notes to Editors:
Gulf Marine Services PLC, a company listed on the London Stock Exchange, was founded in Abu Dhabi in 1977 and has become a world-leading provider of advanced self-propelled self-elevating support vessels (SESVs). The fleet serves the offshore energy industries from its offices in the United Arab Emirates, Saudi Arabia, Qatar and the United Kingdom. The Group's assets are capable of serving clients' requirements across the globe, including those in the Middle East, Europe, South East Asia, West Africa, North and South America, and the Gulf of Mexico.
The GMS fleet of 14 SESVs is amongst the youngest in the industry. The vessels support GMS's clients in a broad range of offshore platform refurbishment and maintenance activities, well intervention work, and offshore wind turbine maintenance work (which are opex-led activities), as well as offshore platform installation and decommissioning and offshore wind turbine installation (which are capex-led activities).
The SESVs are categorised by size - K-Class (Small), S-Class (Mid), and E-Class (Large) - with these capable of operating in water depths of 45m to 80m depending on leg length. The vessels are four-legged and are self-propelled, which means they do not require tugs or similar support vessels for moves between locations in the field; this makes them significantly more cost-effective and time-efficient than conventional offshore support vessels without self-propulsion. They have a large deck space, crane capacity, and accommodation facilities (for up to 300 people) that can be adapted to the requirements of the Group's clients.
Gulf Marine Services PLC's Legal Entity Identifier is 213800IGS2QE89SAJF77
www.gmsplc.com
Disclaimer
The content of the Gulf Marine Services PLC website should not be considered to form a part of or be incorporated into this announcement.
|
|
H1 2023 |
H1 2024 |
H1 2025 |
H1 2025 versus |
|
|
US$ m |
US$ m |
US$ m |
H1 2024 change |
|
Revenue |
74.3 |
80.7 |
87.1 |
8% |
|
Gross profit |
34.8 |
38.8 |
35.9 |
-7% |
|
Adjusted EBITDA |
44.3 |
47.7 |
50.8 |
6% |
|
Net profit |
8.7 |
7.4 |
3.9 |
-47% |
|
Net leverage ratio |
3.75:1 |
2.62:1 |
1.73:1 |
-34% |
|
Net bank debt |
294.3 |
238.5 |
179.4 |
-25% |
Revenue and segmental profit
The Group reported 8% increase in revenue, reaching US$ 87.1 million compared to the previous period's US$ 80.7 million, driven by an increase in average day rates for the period by 8% as well as operating an additional leased vessel for two months. The increase is partially offset by a decrease in fleet average utilisation from 91% in H1 2024 to 87% in H1 2025.
Average day rates across the fleet increased by 8% to US$ 35.1k compared to the previous period's US$ 32.4k, with improvements across all vessel classes.
Average fleet utilisation decreased to 87% compared to H1 2024's 91%. Notably, S-Class vessels achieved 96% (H1 2024: 86%) utilisation; however, it is not enough to offset the decreases in other vessel classes impacted by scheduled maintenance, drydocking, and the time needed to mobilise vessels for upcoming contracts amid on-going geopolitical tensions in the Middle East.
The table below shows the contribution to revenue and segment gross profit made by each vessel class during the period:
|
(US$'000) Vessel class |
Revenue |
Gross profit before adjustment for depreciation, amortisation and impairment charges |
||
|
H1 2025 |
H1 2024 |
H1 2025 |
H1 2024 |
|
|
K-Class vessels |
26,109 |
28,178 |
14,167 |
17,383 |
|
S-Class vessels |
22,755 |
18,947 |
16,973 |
12,951 |
|
E-Class vessels |
38,202 |
33,593 |
26,462 |
24,231 |
|
Total |
87,066 |
80,718 |
57,602 |
54,565 |
Cost of sales and general & administrative expenses
Cost of sales as a percentage of revenue increased to 59% (H1 2024: 52%). Depreciation and amortisation charged to cost of sales increased to US$ 22.1 million (H1 2024: US$ 15.5 million) driven by new leases, additional capital expenditure incurred during the current and prior period, and impact of reversal of previously recognised impairments as at 31 December 2024.
Underlying general and administrative expenses1 (which excludes depreciation and amortisation) remains flat at 8% as a percentage of revenue.
1Represents general and administrative costs excluding depreciation, amortisation and other exceptional costs. A reconciliation of this measure is provided in Note 5 to the condensed consolidated interim financial statements
Finance expenses
Finance expenses decreased by 34% to US$ 8.1 million (H1 2024: US$ 12.3 million), driven by the reduction in gross debt and interest margin. The reduction of interest margin was due to the successful refinancing of the loan facility on 30 December 2024.
Warrants
Ordinary shares issued during the period was 82.2 million (H1 2024: 53.5 million) resulting from the exercise of warrants. On 30 June 2025, the outstanding 846,550 warrants were not exercised and have now expired.
For further details, please refer to the derivative financial instruments disclosure in Note 18 to the condensed consolidated interim financial statements.
Tax expenses
Tax expense increased to US$ 12.9 million (H1 2024: US$ 2.5 million) primarily due to provisions recorded by the Group with respect to its operations in certain jurisdictions as well as related to one-time impact of the tax ruling received, as announced on 14 May 2025.
Earnings
Net profit for the period decreased by 47% to US$ 3.9 million compared to US$ 7.4 million reported in H1 2024. Mainly driven by the higher tax charges and cost of sales (as explained above), offsetting the growth in revenue and reductions in finance costs and impact of change in the fair value of derivative.
Cash flow and liquidity
The Group generated operating cash flows of US$ 41.2 million (H1 2023: US$ 45.6 million) during the period, spent US$ 53.3 million (H1 2024: US$ 40.6 million) on its financing activities while the net cash outflow from investing activities increased to US$ 12.9 million (H1 2024: US$ 6.3 million).
Total repayments on bank borrowings increased to US$ 46.8 million (H1 2024: US$ 30.0 million). Other major outflows in investing activities are related interest payments on bank borrowings, which reduced to US$ 7.3 million (H1 2024: US$ 12.0 million) and lease payments of US$ 5.3 million (H1 2024: US$ 2.3 million). During the period, the amount received from warrants exercised is US$ 6.1 million (H1 2024: US$ 3.9 million).
A suitable spending on capital expenditures to maintain the fleet to a level that ensures safe operations and meet client requirements increased to US$ 12.9 million (H1 2024: US$ 6.3 million), after the net movement of the related accruals. The Group was able to ramp-up its spending during the period as the new bank facility provides more flexibility on capital allocations.
The Group has available working capital facility of US$ 23.4 million (31 December 2024: US$ 28.0 million).
Balance sheet
Total non-current assets at 30 June 2025 increased to US$ 611.0 million (31 December 2024: US$ 608.3 million), primarily due to new leases that brought right-of-use assets to increase to US$ 8.9 million (31 December 2024: US$ 4.2 million) as well as capital expenditures of US$ 15.3 million (H1 2024: US$ 6.4 million). Depreciation charge for the period amounted to US$ 22.4 million (H1 2024: US$ 17.9 million).
Total current assets at 30 June 2025 decreased to US$ 59.0 million (31 December 2024: US$ 74.8 million). Cash and cash equivalents decreased to US$ 15.0 million (31 December 2024: US$ 40.0 million) mainly due to higher payments of bank borrowings and capital expenditures. Further, accrued revenue increased to US$ 12.3 million (31 December 2024: US$ 4.2 million).
The total liabilities decreased to US$ 263.4 million (31 December 2024: US$ 300.4 million), mainly due to reduction in bank borrowings amounting to US$ 46.3 million and a decrease in the derivative financial instruments by US$ 9.2 million as a result of exercise and expiration of the remaining warrants. These decreases were offset by the increases in trade and other payables by US$ 9.0 million as well as lease liabilities by US$ 4.8 million and tax liabilities by US$ 4.9 million.
Total equity increased to US$ 406.6 million (31 December 2024: US$ 382.7 million). The exercise of warrants resulted in issuance of 82.2 million ordinary shares and the release of warrants liability into equity. This resulted in the increase in share capital and share premium by US$ 19.4 million. Further, the profit during the period is US$ 3.9 million (H1 2024: US$ 7.4 million).
Net Bank Debt and Borrowings
In December 2024, the Group concluded the refinancing of a US$ 300.0 million facility (US$ 250.0 million term loan to be paid over five years and US$ 50.0 million working capital facility) denominated in United Arab Emirates Dirhams (AED). The refinancing was secured at a more favourable interest margin and terms compared to the previous debt facility.
Net bank debt reduced to US$ 179.4 million (31 December 2024: US$ 201.2 million).
Subsequent to the reporting period, the Group entered into agreements with certain members of its banking syndicate to hedge its exposure against movement in the exchange rate between US$ and AED.
Going concern
Over the years, the Group was able to reduce the net leverage ratio to 1.73 times as at 30 June 2025 (from as high as 8.06 times as at 31 December 2020), which strengthens its agility and resilience.
The Group's forecasts indicate that it will have sufficient liquidity to meet its obligations for at least the next 12 months. Accordingly, the condensed consolidated interim financial statements of the Group for the current period have been prepared on the Going Concern basis. For further details please refer the going concern disclosure in Note 2 to the condensed consolidated interim financial statements.
Related party transactions
Total related party transactions amounted to US$ 29k (H1 2024: US$ 682k) with affiliates of MZI Holding Limited, the Group's largest shareholder (22.71%).
All related party transactions disclosed herein have been conducted at arm's length and entered into after a competitive bidding process. This process ensures that the terms and conditions of such transactions are fair, reasonable, and comparable to those that would be available in similar transactions with unrelated third parties.
Risks and uncertainties
Several risks and uncertainties could significantly influence the Group's performance for the rest of 2025. The Directors believe that the principal risks and uncertainties have remained consistent since the release of the Annual Report for the year ended 31 December 2024. For a comprehensive analysis of these risks and the Group's mitigation strategies, please refer to pages 24 to 30 of the 2024 Annual Report, available at www.gmsplc.com.
-
|
· |
Utilisation levels might decline due to several key factors: dependent on few major customers; cyclical nature of industry; more tonnage is anticipated to be available in the market this year and in 2026; risk of obsolescence of our K-Class vessels due to large number of new builds currently under construction; and increased standard specifications required by customers which could necessitate costly upgrades to remain compliant. |
|
· |
National Oil Companies (NOCs) in the Middle East have local content requirements in their tender processes, favouring suppliers that enhance local investment and spending. This could prevent GMS from securing new contracts or result in financial losses and reduced profit margins on existing contracts, ultimately impacting operating cash flows and net profitability. |
|
· |
Geo-political events may disrupt safe operations of vessels due to restricted crew travel. A serious environmental or safety incident involving our employees, visitors, or contractors could severely impact both our commercial interests and our reputation. Inadequate preparation for critical situations, including sudden equipment failure, the inability to meet client requirements and unpredictable weather events, could negatively impact the business. Insufficient insurance coverage may lead to significant financial loss. |
|
· |
Exposure to short-term liquidity management risks due to mismatch between cash inflows and outflows, delinquency or slow paying clients and unexpected expenses. All bank covenants are closely monitored due to the Group's performance being very sensitive to many internal and external factors such as utilisation, operational downtime, interest rates and other variables. Breach of covenant will trigger an event of default that would give lenders the right to accelerate loan repayments and ultimately exercise security over the Group's assets. |
|
· |
Attracting, retaining, recruiting and developing a skilled workforce. Losing skills or failing to attract new talent to the business has the potential to undermine performance. |
|
· |
Political instability in the regions in which Group operates may adversely impact its operations. As the majority of crew for certain key positions come from Eastern Europe and Southeast Asia, political instability may hamper the recruitment, retention and deployment of personnel. High interest rate and inflation will have an impact on the Group's liquidity and profitability. |
|
· |
Failure to comply with anti-bribery and corruption regulations could damage stakeholder relationships and result in significant reputational and financial harm. The Group is operating in various jurisdictions, so it is governed by a complex web of international conventions, as well as federal and local laws, regulations, and guidelines related to health, safety, and environmental protection. Compliance with these increasingly stringent requirements is becoming more costly and complex. Failure to identify and adhere to all applicable laws and regulations across various jurisdictions could result in regulatory investigations. Failure to provide timely and accurate financial reports and information to the market, as required by regulators, or to comply with tax regulations (including transfer pricing requirements) in the countries where the Group operates, could result in significant administrative and financial penalties. |
|
· |
Phishing attempts result in inappropriate transactions, data leakage and financial loss. The Group is at risk of loss and reputational damage through financial cyber-crime. |
|
· |
Climate change presents both transition and physical risks to the Group. Transition risks include the global shift toward decarbonisation, which may alter investor sentiment making new investors harder to find. Physical risks involve rising temperatures affecting working hours and rising sea levels impacting operations. New legislation could require us to increase reporting and possibly substitute our products and vessels for greener alternatives. |
RESPONSIBILITY STATEMENT
Financial information for the period ended 30 June 2025.
We confirm to the best of our knowledge:
|
a) |
the condensed set of financial statements, which has been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss of Gulf Marine Services plc and its undertakings, included in the consolidation as a whole as required by DTR 4.2.4R;
|
|
b) |
the interim management report includes a fair review of the information required by DTR 4.2.7R; and
|
|
c) |
the interim management report includes a fair review of the information required by DTR 4.2.8R. |
By order of the Board
|
Mansour Al Alami
Executive Chairman 08 September 2025
|
Alex Aclimandos
Chief Financial Officer
08 September 2025 |
Independent Review Report to Gulf Marine Services PLC ("the Entity")
Conclusion
We have been engaged by the Entity to review the Entity's condensed set of consolidated financial statements in the half-yearly financial report for the six months ended 30 June 2025 which comprises the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows, a summary of material accounting policies and other explanatory notes.
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of consolidated financial statements in the half-yearly financial report for the six months ended 30 June 2025 is not prepared, in all material respects in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34") as contained in the UK adopted International Accounting Standards and the Disclosure Guidance and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").
Basis for conclusion
We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity ("ISRE (UK) 2410") issued for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We read the other information contained in the half-yearly financial report to identify material inconsistencies with the information in the condensed set of consolidated financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the review. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Conclusions relating to going concern
Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention that causes us to believe that the directors have inappropriately adopted the going concern basis of accounting, or that the directors have identified material uncertainties relating to going concern that have not been appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However, future events or conditions may cause the Entity to cease to continue as a going concern, and the above conclusions are not a guarantee that the Entity will continue in operation.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.
The directors are responsible for preparing the condensed set of consolidated financial statements included in the half-yearly financial report in accordance with IAS 34 as adopted for use in the UK.
As disclosed in note 1, the annual financial statements of the Entity for the year ended 31 December 2024 are prepared in accordance with UK-adopted international accounting standards.
In preparing the condensed set of consolidated financial statements, the directors are responsible for assessing the Entity's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Entity or to cease operations, or have no realistic alternative but to do so.
Our responsibility
Our responsibility is to express to the Entity a conclusion on the condensed set of consolidated financial statements in the half-yearly financial report based on our review.
Our conclusion, including our conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion section of this report.
The purpose of our review work and to whom we owe our responsibilities
This report is made solely to the Entity in accordance with the terms of our engagement to assist the Entity in meeting the requirements of the DTR of the UK FCA. Our review has been undertaken so that we might state to the Entity those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Entity for our review work, for this report, or for the conclusions we have reached.
KPMG 8 September 2025
Chartered Accountants
1 Harbourmaster place,
IFSC,
Dublin 1,
Ireland.
GULF MARINE SERVICES PLC
Condensed Consolidated Statement of Comprehensive Income
for the period ended 30 June 2025
|
|
|
Six months period ended 30 June |
||
|
|
|
|||
|
|
|
2025 |
|
2024 |
|
|
|
US$'000 |
|
US$'000 |
|
|
Notes |
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|
|
Revenue |
4,8 |
87,066 |
|
80,718 |
|
Cost of sales |
|
(51,548) |
|
(41,667) |
|
Expected credit losses - net of recoveries |
4 |
343 |
|
(211) |
|
|
|
|
|
|
|
Gross profit |
|
35,861 |
|
38,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
(7,465) |
|
(9,043) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
|
28,396 |
|
29,797 |
|
|
|
|
|
|
|
Other income |
|
1,423 |
|
10 |
|
Finance income |
|
7 |
|
83 |
|
Finance expenses |
9 |
(8,077) |
|
(12,300) |
|
Impact of change in fair value of derivative |
18 |
(4,152) |
|
(7,460) |
|
Foreign exchange loss, net |
|
(795) |
|
(263) |
|
|
|
|
|
|
|
Profit for the period before taxation |
|
16,802 |
|
9,867 |
|
|
|
|
|
|
|
Taxation charge for the period |
6 |
(12,857) |
|
(2,499) |
|
|
|
|
|
|
|
Profit for the period |
|
3,945 |
|
7,368 |
|
|
|
|
|
|
|
Other comprehensive income - items that may be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
|
472 |
|
(44) |
|
|
|
|
|
|
|
Total comprehensive income for the period |
|
4,417 |
|
7,324 |
|
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
Owners of the Company |
|
3,849 |
|
7,023 |
|
Non-controlling interest |
|
96 |
|
345 |
|
|
|
|
|
|
|
|
|
3,945 |
|
7,368 |
|
Total comprehensive income attributable to: |
|
|
|
|
|
Owners of the Company |
|
4,321 |
|
6,979 |
|
Non-controlling interest |
|
96 |
|
345 |
|
|
|
|
|
|
|
|
|
4,417 |
|
7,324 |
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
Basic (cents per share) |
7 |
0.35 |
|
0.68 |
|
|
|
|
|
|
|
Diluted (cents per share) |
7 |
0.34 |
|
0.63 |
|
|
|
|
|
|
All results are derived from continuing operations in each period. There are no discontinued operations in either period.
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
GULF MARINE SERVICES PLC
Condensed Consolidated Statement of Financial Position
as at 30 June 2025
|
|
|
30 June |
|
31 December |
|
|
|
2025 |
|
2024 |
|
|
|
US$'000 |
|
US$'000 |
|
|
Notes |
(Unaudited) |
|
(Audited) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Property and equipment |
10 |
587,451 |
|
592,233 |
|
Dry docking expenditure |
11 |
14,679 |
|
11,867 |
|
Right-of-use assets |
12 |
8,900 |
|
4,225 |
|
|
|
|
|
|
|
Total non-current assets |
|
611,030 |
|
608,325 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade receivables |
13 |
24,119 |
|
25,575 |
|
Prepayments, advances and other receivables |
14 |
19,891 |
|
9,229 |
|
Cash and cash equivalents |
|
14,964 |
|
40,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
58,974 |
|
74,811 |
|
|
|
|
|
|
|
Total assets |
|
670,004 |
|
683,136 |
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
Share capital - Ordinary |
15 |
33,584 |
|
31,472 |
|
Capital redemption reserve |
16 |
46,445 |
|
46,445 |
|
Share premium account |
18 |
129,299 |
|
111,995 |
|
Group restructuring reserve |
|
(49,710) |
|
(49,710) |
|
Restricted reserve |
|
272 |
|
272 |
|
Capital contribution |
|
9,177 |
|
9,177 |
|
Translation reserve |
|
(2,160) |
|
(2,632) |
|
Share based payment reserve |
21 |
88 |
|
- |
|
Retained earnings |
|
236,528 |
|
232,679 |
|
|
|
|
|
|
|
Attributable to the Owners of the Company |
|
403,523 |
|
379,698 |
|
Non-controlling interest |
|
3,094 |
|
2,998 |
|
|
|
|
|
|
|
Total equity |
|
406,617 |
|
382,696 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
46,825 |
|
37,795 |
|
Current tax liability |
|
15,360 |
|
10,430 |
|
Bank borrowings - scheduled repayments within one year |
17 |
27,652 |
|
39,597 |
|
Lease liabilities |
12 |
8,685 |
|
3,503 |
|
Derivative financial instruments |
18 |
- |
|
9,192 |
|
|
|
|
|
|
|
Total current liabilities |
|
98,522 |
|
100,517 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Provision for employees' end of service benefits |
|
2,374 |
|
2,640 |
|
Bank borrowings - scheduled repayments more than one year |
17 |
162,055 |
|
196,425 |
|
Lease liabilities |
12 |
436 |
|
858 |
|
|
|
|
|
|
|
Total non-current liabilities |
|
164,865 |
|
199,923 |
|
|
|
|
|
|
|
Total liabilities |
|
263,387 |
|
300,440 |
|
|
|
|
|
|
|
Total equity and liabilities |
|
670,004 |
|
683,136 |
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
GULF MARINE SERVICES PLC
Condensed Consolidated Statement of Changes in Equity
for the period ended 30 June 2025
|
|
Share capital - Ordinary |
Capital redemption Reserve |
Share premium account |
Group restructuring reserve |
Restricted reserve |
Share based payment reserve |
Capital contribution |
Translation Reserve |
Retained earnings |
Attributable to the owners of the Company |
Non- controlling interest |
Total equity |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'0-00 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2025 |
31,472 |
46,445 |
111,995 |
(49,710) |
272 |
- |
9,177 |
(2,632) |
232,679 |
379,698 |
2,998 |
382,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
- |
3,849 |
3,849 |
96 |
3,945 |
|
Other comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on foreign operations |
- |
- |
- |
- |
- |
- |
- |
472 |
- |
472 |
- |
472 |
|
Total comprehensive income for the period |
- |
- |
- |
- |
- |
- |
- |
472 |
3,849 |
4,321 |
96 |
4,417 |
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
2,112 |
- |
17,304* |
- |
- |
- |
- |
- |
- |
19,416 |
- |
19,416 |
|
Share based payment charge |
- |
- |
- |
- |
- |
88 |
- |
- |
- |
88 |
- |
88 |
|
Total transactions with owners of the Company |
2,112 |
- |
17,304 |
- |
- |
88 |
- |
- |
- |
19,504 |
- |
19,504 |
|
As at 30 June 2025 |
33,584 |
46,445 |
129,299 |
(49,710) |
272 |
88 |
9,177 |
(2,160) |
236,528 |
403,523 |
3,094 |
406,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 January 2024 |
30,117 |
46,445 |
99,105 |
(49,710) |
272 |
- |
9,177 |
(2,542) |
194,703 |
327,567 |
2,714 |
330,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
- |
- |
- |
- |
- |
7,023 |
7,023 |
345 |
7,368 |
|
Other comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on foreign operations |
- |
- |
- |
- |
- |
- |
- |
(44) |
- |
(44) |
- |
(44) |
|
Total comprehensive income for the period |
- |
- |
- |
- |
- |
- |
- |
(44) |
7,023 |
6,979 |
345 |
7,324 |
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
1,355 |
- |
12,973** |
- |
- |
- |
- |
- |
- |
14,328 |
- |
14,328 |
|
Share issuance cost |
- |
- |
(83) |
- |
- |
- |
- |
- |
- |
(83) |
- |
(83) |
|
Total transactions with owners of the Company |
1,355 |
- |
12,890 |
- |
- |
- |
- |
- |
- |
14,245 |
- |
14,245 |
|
As at 30 June 2024 |
31,472 |
46,445 |
111,995 |
(49,710) |
272 |
- |
9,177 |
(2,586) |
201,726 |
348,791 |
3,059 |
351,850 |
* Addition to share premium amount reflects cash proceeds US$ 4.0m and release of warrants liability of US$ 13.3m upon exercise of warrants.
**Addition to share premium amount reflects cash proceeds US$ 2.5m and release of warrants liability of US$ 10.4m upon exercise of warrants.
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
GULF MARINE SERVICES PLC
Condensed Consolidated Statement of Cash Flows
for the period ended 30 June 2025
|
|
Six-month period ended 30 June |
|||
|
|
2025 |
|
2024 |
|
|
|
US$'000 |
|
US$'000 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|
|
|
Profit for the period |
3,945 |
|
7,368 |
|
|
Adjustments for: |
|
|
|
|
|
Depreciation of property and equipment (Note 10) |
13,632 |
|
13,018 |
|
|
Amortisation of dry-docking expenditure (Note 11) |
3,679 |
|
2,568 |
|
|
Depreciation of right-of-use asset |
5,068 |
|
2,268 |
|
|
Amortisation of borrowing cost |
513 |
|
- |
|
|
Income tax expense (Note 6) |
12,857 |
|
2,499 |
|
|
End of service benefits charge |
440 |
|
228 |
|
|
Movement in ECL provision during the period |
(343) |
|
211 |
|
|
Share based payment charge |
88 |
|
- |
|
|
Finance income |
(7) |
|
(83) |
|
|
Finance expenses (Note 9) |
7,564 |
|
12,300 |
|
|
Impact of change in fair value of warrant (Note 18) |
4,152 |
|
7,460 |
|
|
Other income |
(1,423) |
|
(10) |
|
|
|
|
|
|
|
|
Cash flow from operating activities before movement in working capital |
50,165 |
|
47,827 |
|
|
Changes in trade receivables |
1,799 |
|
(7) |
|
|
Changes in prepayments, advances and other receivables |
(10,176) |
|
(3,926) |
|
|
Changes in trade and other payables |
7,160 |
|
3,298 |
|
|
|
|
|
|
|
|
Cash generated from operations |
48,948 |
|
47,192 |
|
|
Taxation paid |
(7,051) |
|
(1,358) |
|
|
End of service benefits paid |
(706) |
|
(216) |
|
|
Net cash generated from operating activities |
41,191 |
|
45,618 |
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Payments for additions of property and equipment |
(7,366) |
|
(1,236) |
|
|
Dry docking expenditure paid |
(5,572) |
|
(5,115) |
|
|
Interest received |
7 |
|
83 |
|
|
Net cash used in investing activities |
(12,931) |
|
(6,268) |
|
|
Financing activities |
|
|
|
|
|
Repayment of bank borrowings |
(46,828) |
|
(30,000) |
|
|
Principal elements of lease payments |
(4,983) |
|
(2,090) |
|
|
Proceeds from issue of share capital on exercise of warrants |
6,072 |
|
3,897 |
|
|
Share issuance cost |
- |
|
(83) |
|
|
Interest paid on bank borrowings |
(7,264) |
|
(12,048) |
|
|
Interest paid on leases |
(300) |
|
(252) |
|
|
Net cash used in financing activities |
(53,303) |
|
(40,576) |
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
(25,043) |
|
(1,226) |
|
|
Cash and cash equivalents at the beginning of the period |
40,007 |
|
8,666 |
|
|
Cash and cash equivalents at the end of the period |
14,964 |
|
7,440 |
|
The accompanying notes form an integral part of these condensed consolidated interim financial statements.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025
1 Corporate information
Gulf Marine Services PLC ("GMS" or the "Company") is a Company which is registered and was incorporated in England and Wales on 24 January 2014. The Company is a public limited liability company with operations mainly in the Gulf Cooperation Council (GCC) and Europe. The address of the registered office of the Company is 107 Hammersmith Road, London, W14 0QH. The registered number of the Company is 08860816.
The principal activities of GMS and its subsidiaries (together referred to as the "Group") are chartering and operating a fleet of specially designed and built vessels. All information in the notes relate to the Group, not the Company unless otherwise stated.
The Group is engaged in providing self-propelled, self-elevating support vessels (SESVs) that present a stable platform for delivery of a wide range of services throughout the total lifecycle of offshore oil, gas and renewable energy activities, and which are capable of operations in the GCC and other regions.
The condensed consolidated interim financial statements of the Group for the six-month period ended 30 June 2025 were authorised for issue on 08 September 2025. The condensed consolidated interim financial statements do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. The condensed consolidated interim financial statements have been reviewed, not audited.
The Group issued statutory consolidated financial statements for the year ended 31 December 2024, which were prepared in accordance with UK adopted International Accounting Standards in conformity with requirements of the Companies Act 2006. Those consolidated financial statements were approved by the Board of Directors on 08 April 2025. The report of the auditor on those consolidated financial statements did not contain any statement under section 498(2) or 498(3) of the Companies Act 2006. A copy of the statutory consolidated financial statements for year ended 31 December 2024 has been delivered to the Registrar of Companies.
During the period, the Group has issued ordinary shares on March and June 2025 (refer to Note 15 and 18 for further details).
2 Material accounting policies
The accounting policies and methods of computation adopted in the preparation of these condensed consolidated interim financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2024 as disclosed in the Annual Report, except for the adoption of new standards and interpretations effective as of 01 January 2025, which are described in more details below.
The condensed consolidated interim financial statements have been prepared on the historical cost basis, except for derivative financial instruments that are measured at fair values at the end of each reporting period. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
2 Material accounting policies (continued)
Basis of preparation
The annual consolidated financial statements of the Group will be prepared in accordance with UK adopted International Accounting Standards in conformity with requirements of the Companies Act 2006. The interim set of condensed consolidated financial statements included in this half-yearly financial report has been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and with International Accounting Standard (IAS) 34 Interim Financial Reporting as adopted by the United Kingdom.
The condensed consolidated interim financial statements do not include all the information required for full annual consolidated financial statements and should be read in conjunction with the Group's audited consolidated financial statements for the year ended 31 December 2024. In addition, results for the six-month period ended 30 June 2025 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2025. The condensed consolidated statement of comprehensive income for the six-month period ended 30 June 2025 is not affected significantly by seasonality of results.
Going concern
As at 30 June 2025, the Group was in a net current liability position of US$ 39.5 million (31 December 2024: US$ 25.7 million). Despite this, the Group closely monitors its liquidity position and expects to meet its short-term obligations as they fall due.
The Group has a loan facility of a US$ 300.0 million (AED 1,101.5 million) comprising a US$ 250.0 million
(AED 924.0 million) term loan amortised over five years and a US$ 50.0 million (AED 177.5 million) working capital facility, denominated in United Arab Emirates Dirhams (AED). The working capital facility includes a cash commitment of US$ 20.0 million (31 December 2024: US$ 20.0 million), but if no cash is drawn, the full facility remains available for performance bonds and guarantees. The working capital facility expires alongside the main debt facility in December 2029.
The Group closely monitors its liquidity and is expected to meet its short-term obligations over the next twelve months. During the period, the Group made a loan repayment of US$ 46.8 million (AED 173.7 million). The loan repayment was made after taking into account the forecast cash flows in the second half of 2025.
The Group's forecasts indicate that it will have sufficient liquidity to meet its obligations for at least 12 months from the date of approval of these condensed consolidated interim financial statements. Accordingly, these condensed consolidated interim financial statements for the period ended 30 June 2025 have been prepared on a going concern basis.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
2 Material accounting policies (continued)
New and amended standards adopted by the Group
The following new and revised IFRSs have been adopted in these condensed consolidated interim financial statements.
|
New accounting standards or amendments |
Effective date |
|
|
- |
Amendments to IAS 21 Lack of Exchangeability |
1 January 2025 |
|
|
|
|
The application of these new and revised IFRSs has not had any material impact on the amounts reported for the current and prior periods and did not require any retrospective adjustments but may affect the accounting for future transactions or arrangements. The full revised accounting policies applicable from 1 January 2025 will be provided in the Group's annual consolidated financial statements for the year ending 31 December 2025.
At the date of the condensed consolidated interim financial statements, the following other standards, amendments and Interpretations have not been effective and have not been early adopted by the Group:
|
New accounting standards or amendments |
Effective date |
|
|
- |
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments and power purchase arrangements |
1 January 2026 |
|
- |
Annual Improvements to IFRS Accounting Standards - Volume 11 |
1 January 2026 |
|
- |
IFRS 18 Presentation and Disclosures in Financial Statements IFRS 18 will replace IAS 1 for reporting periods commencing on or after 1 January 2027. The following key changes will apply; 1. All income and expenses in the statement of profit or loss will be presented under five categories, namely operating, investing, financing, discontinued operations and income tax categories. 2. Operating profit will be defined as a residual capturing all income and expenses not classified as investing or financing items. 3. The operating profit line will be the start of the cash flow statement. 4. Additional disclosures will be included in the accounts on management defined performance measures. 5. Enhanced guidance is provided on how to group items in the primary financial statements and the notes. The Group is still assessing the impact of the new standard with respect to the structure of the income statement and how information is grouped in the financial statements including items labelled as other. |
1 January 2027 |
|
- |
IFRS 19 Subsidiaries without Public Accountability: Disclosures |
1 January 2027 |
|
- |
Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
Available for optional adoption / effective date deferred indefinitely |
--
Management anticipates that these new standards, interpretations and amendments will be adopted in the Group's condensed consolidated interim financial statements as and when they are applicable and the impact of adoption of these new standards, interpretations and amendments is currently being assessed on the condensed consolidated interim financial statements of the Group before the period of initial application.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
3 Key sources of Estimation Uncertainty and Critical Accounting Judgements
In preparing these condensed consolidated interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty include the impairment and reversal of previous impairment of property and equipment, fair valuation of warrants and impairment of financial assets as described in the last annual consolidated financial statements.
The critical accounting judgment relating to a subsidiary of the Group that received a tax assessment from the Saudi tax authorities (ZATCA) regarding the transfer pricing of our inter-group bareboat agreement is removed because a final assessment has been made and amount settled in May 2025 - refer note 6.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
4 Segment reporting
The segment information provided to the chief operating decision makers for the operating and reportable segments for the period include the following:
|
|
Revenue |
Gross profit before adjustments for depreciation, amortisation and impairment charges |
||
|
|
6 months ended 30 June |
6 months ended 30 June |
||
|
|
2025 |
2024 |
2025 |
2024 |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
K-Class vessels |
26,109 |
28,178 |
14,167 |
17,383 |
|
S-Class vessels |
22,755 |
18,947 |
16,973 |
12,951 |
|
E-Class vessels |
38,202 |
33,593 |
26,462 |
24,231 |
|
|
_______
|
_______
|
_______
|
_______
|
|
Total revenue |
87,066 _______ |
80,718 _______ |
57,602 _______ |
54,565 _______ |
|
Less: |
|
|
|
|
|
Depreciation charged to cost of sales |
|
|
(18,404) |
(12,946) |
|
Amortisation charged to cost of sales |
|
|
(3,680) |
(2,568) |
|
Expected credit losses - net of recoveries |
|
|
343 |
(211) |
|
|
|
|
_______ |
_______ |
|
Gross profit |
|
|
35,861 |
38,840 |
|
|
|
|
_______ |
_______ |
|
General and administrative expenses |
|
|
(7,465) |
(9,043) |
|
Other income |
|
|
1,423 |
10 |
|
Finance income |
|
|
7 |
83 |
|
Finance expense (refer Note 9) |
|
|
(8,077) |
(12,300) |
|
Impact of change in fair value of derivatives |
|
|
(4,152) |
(7,460) |
|
Foreign exchange loss, net |
|
|
(795) |
(263) |
|
|
|
|
_______ |
_______ |
|
|
|
|
|
|
|
Profit before taxation |
|
|
16,802 |
9,867 |
|
|
|
|
|
|
Segment revenue reported above represents revenue generated from external customers. There were no inter-segment sales in either of the periods. Segment assets and liabilities, including depreciation, amortisation and additions to non-current assets, are not reported to the chief operating decision maker on a segmental basis and, therefore, are not disclosed.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
5 Presentation of non-GAAP results
The following table provides a reconciliation between the statutory and non-statutory financial results:
|
|
Period ended 30 June 2025 |
Period ended 30 June 2024 |
||||
|
|
Adjusted non-GAAP results |
Adjusting items |
Statutory total |
Adjusted non-GAAP results |
Adjusting items |
Statutory total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
Revenue |
87,066 |
- |
87,066 |
80,718 |
- |
80,718 |
|
Cost of sales |
|
|
|
|
|
|
|
- Vessel operating expenses before depreciation, amortisation and impairment |
(29,464) |
- |
(29,464) |
(26,153) |
- |
(26,153) |
|
- Depreciation and amortisation |
(22,084) |
- |
(22,084) |
(15,514) |
- |
(15,514) |
|
Expected credit losses |
343 |
- |
343 |
(211) |
- |
(211) |
|
Gross profit |
35,861 |
- |
35,861 |
38,840 |
- |
38,840 |
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
- Amortisation |
(250) |
- |
(250) |
(2,268) |
- |
(2,268) |
|
- Depreciation |
(45) |
- |
(45) |
(72) |
- |
(72) |
|
- Other administrative costs |
(7,170) |
- |
(7,170) |
(6,703) |
- |
(6,703) |
|
Operating profit |
28,396 |
- |
28,396 |
29,797 |
- |
29,797 |
|
|
|
|
|
|
|
|
|
Other income* |
14 |
1,409* |
1,423 |
10 |
- |
10 |
|
Finance income |
7 |
- |
7 |
83 |
- |
83 |
|
Finance expense |
(8,077) |
- |
(8,077) |
(12,300) |
- |
(12,300) |
|
Impact of change in fair value of warrants |
(4,152) |
- |
(4,152) |
(7,460) |
- |
(7,460) |
|
Foreign exchange loss, net |
(795) |
- |
(795) |
(263) |
- |
(263) |
|
Profit before taxation |
15,393 |
1,409 |
16,802 |
9,867 |
- |
9,867 |
|
|
|
|
|
|
|
|
|
Taxation charge |
|
|
|
|
|
|
|
- Current year tax charge |
(1,313) |
- |
(1,313) |
(2,499) |
- |
(2,499) |
|
- Change in estimate of tax provisions |
- |
(11,544) |
(11,544) |
- |
- |
- |
|
Profit for the year |
14,080 |
(10,135) |
3,945 |
7,368 |
- |
7,368 |
|
|
|
|
|
|
|
|
|
Profit attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
13,984 |
(10,135) |
3,849 |
7,023 |
- |
7,023 |
|
Non-controlling interest |
96 |
- |
96 |
345 |
- |
345 |
|
|
|
|
|
|
|
|
|
Earnings per share (basic) |
1.26 |
(0.91) |
0.35 |
0.68 |
- |
0.68 |
|
Earnings per share (diluted) |
1.23 |
(0.89) |
0.34 |
0.63 |
- |
0.63 |
|
|
|
|
|
|
|
|
|
Supplementary non statutory information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
28,396 |
- |
28,396 |
29,797 |
- |
29,797 |
|
Add: Depreciation and amortisation |
22,379 |
- |
22,379 |
17,854 |
- |
17,854 |
|
Adjusted EBITDA |
50,775 |
- |
50,775 |
47,651 |
- |
47,651 |
*These exceptional items relate to the reversal of legal and exceptional tax penalty provisions recognised in the prior years.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
6 Taxation
Tax is calculated at the rates prevailing in the respective jurisdictions in which the Group operates. The overall effective rate is the aggregate of taxes paid in jurisdictions where income is subject to tax (being principally Qatar, the United Kingdom, Saudi Arabia and United Arab Emirates), divided by the Group's profit.
|
|
30 June 2025 US$'000 |
|
30 June 2024 US$'000 |
|
Profit from operations before tax |
16,802 |
|
9,867 |
|
|
|
|
|
|
Tax at the UK corporation tax rate of 25% (2024: 25%) |
4,201 |
|
2,467 |
|
Effect of different tax rates in overseas jurisdictions |
(579) |
|
(671) |
|
Expense not deductible for tax purposes |
(199) |
|
- |
|
Overseas taxes |
400 |
|
956 |
|
Increase in unrecognised deferred tax |
1,484 |
|
2,145 |
|
Change in estimates of tax provisions |
11,528 |
|
930 |
|
Income not taxable for tax purposes |
(3,978) |
|
(3,328) |
|
Total tax charge |
12,857 |
|
2,499 |
The Group's effective tax rate was 76.5% for the period ended June 2025 (Six months ended June 2024: 25.3%).
The current tax charge of US$ 12.9 million (six-month period ended June 2024: US$ 2.5 million) included withholding tax amounting to US$ 0.7 million (six-month period ended June 2024: US$ 1.0 million) and US$ 11.5 million related to change in estimates for prior years.
A subsidiary of the Group received a tax assessment from the Saudi tax authorities (ZATCA) for an amount of
US$ 9.2 million (including delay fines) related to the transfer pricing of inter-group bareboat agreement, for the period from 2017 to 2019. On 12 May 2025, the Tax Violations and Disputes Appellate Committee (TVDAC) delivered its unfavourable judgment and, consequently, the Group has paid a total of US$ 5.7 million with respect to this assessment. The Group has obtained a waiver of penalties from ZATCA during the period.
On 9 December 2022, the UAE Ministry of Finance released Federal Decree-Law No. 47 of 2022 on the Taxation of Corporations and Businesses (Corporate Tax Law or the Law) to enact a Federal Corporate Tax regime in the UAE. This Law has become effective for accounting periods beginning on or after 1 June 2023.
The Group's UAE operations is subject to a 9% corporation tax rate with effect from 01 January 2024. A rate of 0% apply to taxable income not exceeding AED 375,000.
GMS has considered deferred tax implications in the preparation of these condensed consolidated interim financial statements in respect of property and equipment and potential timing differences that could give rise to a deferred tax liability. There are currently no UAE tax laws that would impact treatment of depreciation and amortization of property and equipment, that would result in such a timing difference. Hence, management has concluded that no adjustments to these condensed consolidated interim financial statements are necessary.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
7 Earnings per share
|
|
6 months ended 30 June 2025 |
|
6 months ended 30 June 2024 |
|
Earnings for the purpose of calculating the basic and diluted earnings per share being profit for the period attributable to Owners of the Company (US$'000) |
3,849 |
|
7,023 |
|
Earnings for the purpose of calculating the adjusted basic and diluted profit per share (US$'000) (Note 5) |
13,984 |
|
7,023 |
|
|
|
|
|
|
Weighted average number of shares ('000) |
1,110,462 |
|
1,031,709 |
|
Weighted average diluted number of shares ('000) |
1,140,943 |
|
1,116,317 |
|
|
|
|
|
|
Basic earnings per share (cents) |
0.35 |
|
0.68 |
|
Diluted earnings per share (cents) |
0.34 |
|
0.63 |
|
Adjusted earnings per share1 (cents) |
1.26 |
|
0.68 |
|
Adjusted diluted earnings per share1 (cents) |
1.23 |
|
0.63 |
Basic earnings per share is calculated by dividing the earnings attributable to equity holders of the Company for the period (as disclosed in the condensed consolidated statement of comprehensive income) by the weighted average number of ordinary shares in issue during the period.
Adjusted earnings per share is calculated on the same basis as basic earnings but uses the adjusted profit attributable to equity holders of the Company for the period (refer Note 5). The adjusted earnings per share is presented as the Directors consider it provides an additional indication of the underlying performance of the Group.
Diluted earnings per share is calculated by dividing the earnings attributable to owners of the Company for the period by the weighted average number of ordinary shares in issue during the period adjusted for the weighted average effect of warrants, long term incentive plan and deferred share bonus plan outstanding during the period.
Adjusted diluted earnings per share is calculated on the same basis but uses adjusted profit (refer Note 5) attributable to the equity shareholders of the Company.
The following table shows a reconciliation between basic and diluted average number of shares:
|
|
30 June 2025 000's |
30 June 2024 000's |
|
Weighted average basic number of shares in issue |
1,110,462 |
1,031,709 |
|
Weighted average effect of warrants |
29,481 |
84,608 |
|
Weighted average effect of Deferred share bonus plan |
271 |
- |
|
Weighted average effect of Long term incentive plan |
729 |
- |
|
Weighted average diluted number of shares in issue |
1,140,943 |
1,116,317 |
Refer Note 18 for details on exercise of warrants.
1 This represents an Adjusted Performance Measure (APM) as defined in the Glossary which is included in Note 24 to the condensed consolidated interim financial statements.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
8 Revenue
|
|
30 June 2025 US$'000 |
|
30 June 2024 US$'000 |
|
Charter hire |
39,025 |
|
40,496 |
|
Lease income |
34,900 |
|
28,666 |
|
Messing and accommodation |
6,951 |
|
6,106 |
|
Maintenance service |
3,836 |
|
3,293 |
|
Mobilisation and demobilization |
2,212 |
|
1,783 |
|
Sundry income |
142 |
|
374 |
|
|
87,066 |
|
80,718 |
|
Revenue recognized - over time |
86,876 |
|
80,344 |
|
Revenue recognized - point in time |
190 |
|
374 |
|
|
87,066 |
|
80,718 |
Revenue by geographical segment is based on the geographical location of the customer as shown below:
|
|
30 June 2025 US$'000 |
|
30 June 2024 US$'000 |
|
United Arab Emirates |
23,392 |
|
23,561 |
|
Saudi Arabia |
24,538 |
|
19,931 |
|
Qatar |
29,950 |
|
28,073 |
|
Total - Middle East |
77,880 |
|
71,565 |
|
|
|
|
|
|
Total - Europe |
9,186 |
|
9,153 |
|
|
|
|
|
|
Total - Worldwide |
87,066 |
|
80,718 |
The Group operates in both the oil and gas and renewables sector. Oil and gas revenues are driven from both client operating cost expenditure and capex expenditure. Renewables are primarily driven by windfarm developments from client expenditure. Details are shown below:
|
Oil and gas |
77,880 |
|
71,565 |
|
Renewables |
9,186 |
|
9,153 |
|
|
87,066 |
|
80,718 |
9 Finance expenses
|
|
30 June 2025 US$'000 |
|
30 June 2024 US$'000 |
|
Interest on bank borrowings |
6,805 |
|
11,628 |
|
Interest on finance leases |
300 |
|
252 |
|
Other finance expenses |
459 |
|
420 |
|
Amortisation of borrowings issue cost |
513 |
|
- |
|
|
8,077 |
|
12,300 |
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
10 Property and equipment
|
|
Vessels |
Vessel spares, fitting and other equipment |
Others |
Capital work-in-progress |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Cost |
|
|
|
|
|
|
Balance as at 1 January 2025 |
898,200 |
64,259 |
2,250 |
9,855 |
974,564 |
|
Additions |
6,340 |
1,106 |
31 |
1,373 |
8,850 |
|
Transfers |
3,189 |
185 |
- |
(3,374) |
- |
|
Balance as at 30 June 2025 |
907,729 |
65,550 |
2,281 |
7,854 |
983,414 |
|
|
|
|
|
|
|
|
Accumulated Depreciation and impairment |
|
|
|
|
|
|
Balance at 1 January 2025 |
349,139 |
28,144 |
2,203 |
2,845 |
382,331 |
|
Depreciation expense |
11,682 |
1,905 |
45 |
- |
13,632 |
|
Balance as at 30 June 2025 |
360,821 |
30,049 |
2,248 |
2,845 |
395,963 |
|
|
|
|
|
|
|
|
Net Book Value as at 30 June 2025 |
546,908 |
35,501 |
33 |
5,009 |
587,451 |
|
|
|
|
|
|
|
|
|
Vessels |
Vessel spares, fitting and other equipment |
Others |
Capital work-in-progress |
Total |
|
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
Cost |
|
|
|
|
|
|
Balance as at 1 January 2024 |
898,200 |
60,757 |
2,250 |
10,569 |
971,776 |
|
Additions |
- |
- |
- |
2,788 |
2,788 |
|
Transfers |
- |
3,502 |
- |
(3,502) |
- |
|
Balance as at 31 December 2024 |
898,200 |
64,259 |
2,250 |
9,855 |
974,564 |
|
|
|
|
|
|
|
|
Accumulated Depreciation and impairment |
|
|
|
|
|
|
Balance at 1 January 2024 |
335,987 |
24,471 |
2,061 |
2,845 |
365,364 |
|
Depreciation expense |
22,379 |
3,673 |
142 |
- |
26,194 |
|
Impairment charge |
9,394 |
- |
- |
- |
9,394 |
|
Reversal of impairment |
(18,621) |
- |
- |
- |
(18,621) |
|
Balance as at 31 December 2024 |
349,139 |
28,144 |
2,203 |
2,845 |
382,331 |
|
|
|
|
|
|
|
|
Net Book Value as at 31 December 2024 |
549,061 |
36,115 |
47 |
7,010 |
592,233 |
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
11 Dry docking expenditure
|
|
30 June |
|
31 December |
|
|
US$'000 |
|
US$'000 |
|
At 1 January |
11,867 |
|
11,204 |
|
Expenditure incurred during the period/year |
6,491 |
|
5,987 |
|
Amortised during the period/year |
(3,679) |
|
(5,324) |
|
|
|
|
|
|
|
14,679 |
|
11,867 |
12 Right-of-use assets and lease liabilities
During the period, the Group entered into a lease agreement for a vessel. On lease commencement, the Group recognised US$ 8.1 million of right of use asset and lease liability.
13 Trade receivables
|
|
30 June |
|
31 December |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Trade receivables |
28,008 |
|
29,807 |
|
Less: Allowance for expected credit losses |
(3,889) |
|
(4,232) |
|
|
|
|
|
|
Net trade receivables |
24,119 |
|
25,575 |
14 Prepayments, advances and other receivables
|
|
30 June |
|
31 December |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Accrued revenue |
12,292 |
|
4,237 |
|
Prepayments |
2,410 |
|
2,073 |
|
Advances to suppliers |
4,901 |
|
2,824 |
|
Deposits |
213 |
|
95 |
|
Other receivables |
75 |
|
- |
|
|
|
|
|
|
|
19,891 |
|
9,229 |
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
15 Share capital
Ordinary shares at £0.02 per share
|
|
Number of ordinary shares |
|
|
|
|
('000) |
|
US$'000 |
|
|
|
|
|
|
At 1 January 2025 |
1,069,946 |
|
31,472 |
|
Issue of share capital (Note 18) |
82,220 |
|
2,112 |
|
|
|
|
|
|
|
|
|
|
|
As at 30 June 2025 |
1,152,166 |
|
33,584 |
|
|
Number of ordinary shares |
|
|
|
|
('000) |
|
US$'000 |
|
|
|
|
|
|
At 1 January 2024 |
1,016,415 |
|
30,117 |
|
Issue of share capital (Note 18) |
53,531 |
|
1,355 |
|
|
|
|
|
|
|
|
|
|
|
As at 31 December 2024 |
1,069,946 |
|
31,472 |
Prior to an equity raise on 28 June 2021 the Group underwent a capital reorganisation where all existing ordinary shares with a nominal value of 10 pence per share were subdivided and re-designated into 1 ordinary share with a nominal value of 2 pence and 1 deferred share with a nominal value of 8 pence each. The previously recognised share capital balance relating to the old 10p ordinary shares was allocated pro rata to the new subdivided 2p ordinary shares and 8p deferred shares. The deferred shares had no voting rights and no right to the profits generated by the Group. On winding-up or other return of capital, the holders of deferred shares had extremely limited rights, if any. The Group had the right but not the obligation to buyback all of the deferred shares for an amount not exceeding £1.00 in aggregate, which with the shareholders approval, was completed on 30 June 2022. Accordingly, 350,487,787 deferred shares were cancelled. Following the cancellation of the Deferred shares on 30 June 2022, a transfer of $46.4 million was made from Share capital - Deferred to a Capital redemption reserve. There was no dilution to the shares ownership as a result of the share reorganisation.
Under the Companies Act, a share buy‑back by a public company can only be financed through distributable reserves or the proceeds of a fresh issue of shares made for the purpose of financing a share buyback. The Company had sufficient reserves to purchase the Deferred shares for £1.00.
The Group has issued ordinary share capital on the exercise of previously issued warrants to its lenders which has resulted in issuance of ordinary shares of 82,219,697 (2024: 53,531,734) on 03 March 2025 and 25 June 2025 (refer Note 18).
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
16 Capital redemption reserve
The capital redemption reserve with a value of US$ 46.4 million was created on 30 June 2022 when the Company purchased and then cancelled 350,487,787 deferred ordinary shares (refer Note 15). The capital redemption reserve is not distributable.
17 Bank borrowings
Secured borrowings at amortised cost are as follows:
|
|
30 June US$'000 |
|
31 December US$'000 |
|
|
|
|
|
|
Term loans |
194,361 |
|
241,189 |
|
Less: Unamortised issue costs |
(4,654) |
|
(5,167) |
|
|
189,707 |
|
236,022 |
|
|
30 June US$'000 |
|
31 December US$'000 |
|
At 1 January |
236,022 |
|
275,939 |
|
Repayment of bank borrowings |
(46,828) |
|
(275,939) |
|
Additional bank borrowings |
- |
|
241,189 |
|
Unamortised issue costs incurred |
- |
|
(5,173) |
|
Amortisation of issue costs |
513 |
|
6 |
|
|
|
|
|
|
At 31 December |
189,707 |
|
236,022 |
Bank borrowings are presented in the condensed consolidated interim financial position as follows:
|
|
30 June US$'000 |
|
31 December US$'000 |
|
Non-current |
|
|
|
|
Bank borrowings |
162,055 |
|
196,425 |
|
|
|
|
|
|
Current |
|
|
|
|
Bank borrowings - scheduled repayments within one year |
27,652 |
|
39,597 |
|
|
|
|
|
|
|
189,707 |
|
236,022 |
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
-----
17 Bank Borrowings (continued)
Net debt as at the end of the period/year was as follows:
|
|
30 June |
31 December |
|
|
US$'000 |
US$'000 |
|
|
|
|
|
Bank borrowings excluding unamortised issue costs |
194,361 |
241,189 |
|
Less: Cash and cash equivalents |
(14,964) |
(40,007) |
|
Total |
179,397 |
201,182 |
On 30 December 2024, the Group completed the refinancing of its existing bank borrowings. The purpose of the refinancing was primarily to settle in full all the amounts outstanding under the previous debt facility (which was scheduled to mature on 30 June 2025) as well as to fund the fees and expenses in relation to this transaction. The principal terms of the outstanding facility are as follows:
|
· |
The facility is denominated in UAE Dirhams (AED) and consist of a term loan of AED 924.0 million |
|
· |
The term loan will have a tenor of five years, where 80% of the term loan is payable in 19 equal quarterly instalments and the remaining 20% is payable on maturity. |
|
· |
The term loan carries floating rate linked to Emirates Interbank Offered Rate (EIBOR) plus a margin based on a ratchet depending on the Group's leverage level. |
|
· |
The facility is secured by mortgage of 13 vessels owned by the Group with a net book value of US$ 546.9 million, including the assignment of trade receivables amounting to US$ 24.1 million, bank balance amounting to US$ 15.0 million and insurance proceeds. |
|
· |
The facility is subject to certain financial covenants such as Interest Cover, Debt Service Cover, Gearing Ratio and Senior Net Leverage which are to be tested every six months. The financial covenant related to Security Cover is tested annually. All applicable financial covenants under the Group's debt facility were met as of 30 June 2025 and are expected to be compliant in the next 12 months from the approval of these condensed consolidated interim financial statements. |
The Group is exposed to interest rate risk on its bank borrowings which are subject to floating interest rates. The sensitivity analyses below have been determined based on the exposure to interest rates for non-derivative instrument at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the end of the reporting period was outstanding for the whole period.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
17 Bank Borrowings (continued)
If interest rates had been 100 basis points higher/lower and all other variables were held constant, the profit for the period ended 30 June 2025 would decrease/increase by US$ 1.1 million (six-month period ended June 2024: US$ 1.2 million). This is mainly attributable to the Group's exposure to interest rates on its variable rate borrowings.
18 Derivative financial instruments
--
Warrants
Under the terms of the Group's old loan facility, the Group was required to issue warrants to its lenders as GMS had not raised US$ 50.0 million of equity by 31 December 2022.
On 2 January 2023, as the US$ 50.0 million equity raise did not take place, therefore 87,621,947 warrants were issued to the lenders. Based on the final report prepared by a Calculation Agent, the warrants give right to their holders to acquire 137,075,773 shares at an exercise price of 5.75 pence per share for a total consideration of GBP £7.9 million. Warrant holders had the right to exercise their warrants up to the end of the term of the loan facility, being 30 June 2025.
During the period, 52,556,697 (six-month period ended 30 June 2024: 34,218,700) warrants were exercised by the holders resulting in issuance of 82,219,697 (six-month period ended 30 June 2025: 53,531,734) new ordinary shares with a nominal value of 2p per share and share premium of 3.75p per share. The fair value of the warrants that were exercised was recalculated at the time of exercise. The fair value of warrant exercised was calculated at
US$ 13.3 million (six-month period ended 30 June 2024: US$ 10.4 million). This fair value is added to the actual cash raised of US$ 6.1 million (six-month period ended 30 June 2024: US$ 3.9 million), in line with Companies Act 2006 to give a total increase in share capital and share premium of US$ 19.4 million (30 June 2024: US$ 14.3 million). Issue costs of nil (six-month period ended 30 June 2024: US$83k) have been reduced from the share premium account. Shares issued as a result of the exercise of warrants were ordinary shares with identical rights and privileges as the existing shares of the Group.
As at 31 December 2024, 53,403,247 warrants remained outstanding with a fair value of US$ 9.2 million, as determined by an independent valuation expert. The valuation was conducted using a Monte Carlo simulation model, which incorporated assumptions about the USD/GBP exchange rate and the Group's share price movements over the life of the warrants. The simulation considers sensitivity by building models of possible results by substituting a range of values. Warrants valuation as at 31 December 2024 represented a Level 3 fair value measurement under the IFRS 13 hierarchy.
Following the expiry of the warrants on 30 June 2025, 846,550 warrants remained unexercised. These were derecognised, and the related fair value of US$ 0.1 million was recognised in the profit or loss during the period.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
18 Derivative financial instruments (continued)
IFRS 13 fair value hierarchy
The Group has no other financial instruments that are classified as Level 3 in the fair value hierarchy in the current period that are determined by reference to significant unobservable inputs. There have been no transfers of assets or liabilities between levels of the fair value hierarchy. There are no non-recurring fair value measurements.
Derivative financial instruments are made up as follows:
|
|
|
|
|
30 June |
|
31 December |
|
|
|
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
|
|
|
At 1 January |
|
|
|
9,192 |
|
14,275 |
|
|
|
|
|
|
|
|
|
Impact of change in fair value of warrants exercised |
|
|
|
4,298 |
|
5,348 |
|
Derecognition of un-exercised warrants |
|
|
|
(146) |
|
- |
|
Impact on profit or loss |
|
|
|
4,152 |
|
5,348 |
|
|
|
|
|
|
|
|
|
Derecognition of warrants exercised |
|
|
|
(13,344) |
|
(10,431) |
|
|
|
|
|
|
|
|
|
At 30 June |
|
|
|
- |
|
9,192 |
|
|
|
|
|
|
|
|
19 Contingent liabilities
As at 30 June 2025, the banks acting for Gulf Marine Services FZE, one of the subsidiaries of the Group, had issued bid bonds and performance bonds amounting to US$ 26.6 million (31 December 2024: US$ 31.1 million), all of which were counter-indemnified by other subsidiaries of the Group.
20 Capital commitments
|
|
30 June |
31 December |
|
|
US$'000 |
US$'000 |
|
|
|
|
|
Contractual capital commitments |
10,428 |
6,678 |
Capital commitments comprise mainly capital expenditure, which has been contractually agreed with suppliers for future periods for equipment or the refurbishment of existing vessels.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
21 Long term incentive plans
Long term incentive plans (LTIPs)
On 11 June 2025, the Group has LTIPs which were granted to senior management. The LTIP awards will generally vest three years from the grant date, subject to the achievement of market vesting conditions aligned with shareholder interests. The maximum number of Company's shares under this LTIP is 6,595,292.
LTIP awards are not subject to a post-vesting holding period, except for those granted to the Executive Chairman, which have a two-year post-vesting holding period.
Equity-settled share-based payments were measured at fair value at the date of grant. The fair value was determined, using the Monte Carlo simulation method, at the grant date of equity-settled share-based payments, is expensed on a straight-line basis over the vesting period, based on an estimate of the number of shares that will ultimately vest. The fair value of each award was determined by taking into account the performance conditions, the term of the award, the share price at grant date, the expected price volatility of the underlying share, post-vesting period and the risk-free interest rate for the term of the award.
Deferred share bonus plan (DSBP)
On the same day LTIPs were granted to senior management, the Group also granted its Executive Chairman a DSBP award. This award, which is equivalent to 271,403 shares of the Company, pertains to the relevant proportion of the 2024 annual bonus deferred under the terms of the shareholder-approved Directors' Remuneration Policy. These shares will generally vest after two years from 1 January 2025.
The DSBP award is not subject to any market-based performance or service conditions, the fair value of the award is considered to be the closing share price as at the date of grant.
The number of share awards granted by the Group during the period/year is given in the table below:
|
|
30 June |
|
31 December |
|
Granted in the period |
6,866,695 |
|
- |
|
At the end of the period |
6,866,695 |
|
- |
The total expense recognised during the period with respect to LTIPs and DSBP amounted to US$ 88k
(30 June 2024: nil).
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
21 Long term incentive plans (continued)
|
|
|
|
|
LTIP |
|
DSBP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant date |
|
|
|
11 June 2025 |
|
11 June 2025 |
|
|
|
|
|
|
|
|
|
Share price at grant date |
|
|
|
£0.21 |
|
£0.21 |
|
|
|
|
|
|
|
|
|
Exercise price |
|
|
|
£0.00 |
|
£0.00 |
|
|
|
|
|
|
|
|
|
Performance measurement period |
|
|
|
1 January 2025 to 31 December 2027 |
|
- |
|
|
|
|
|
|
|
|
|
Vesting date |
|
|
|
11 June 2028 |
|
1 January 2027 |
|
|
|
|
|
|
|
|
|
Dividend yield |
|
|
|
0.0% |
|
- |
|
|
|
|
|
|
|
|
|
Risk-free rate |
|
|
|
3.8% |
|
- |
|
|
|
|
|
|
|
|
|
Fair value |
|
|
|
£1,064,561 |
|
£56,316 |
The future share prices of the Company and each of the companies in the peer group were projected by taking into account (1) the expected volatility of the share prices over the simulation period, (2) expected correlation of the share prices each of the companies in the peer group with the share price of the Company over the simulation period and (3) discount rate of 3.8% based on the 3-year UK Government bond yields. A 10% discount for lack of marketability was applied to reflect lower liquidity compared to if the awards were not subject to a holding period.
22 Related party transactions
Significant transactions with related parties during the period were as follows:
|
|
30 June 2025 US$'000 |
|
30 June 2024 US$'000 |
|
Emirates Insurance Company |
24 |
|
- |
|
Catering services for vessel Pepper from |
- |
|
82 |
|
Vessel maintenance and overhaul services from Sigma Enterprise Company LLC |
- |
|
597 |
|
Laboratory services from Aman Integrated Solutions LLC |
5 |
|
3 |
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
22 Related party transactions (Continued)
Related party balances included in trade and other payables are as follows:
|
|
30 June 2025 US$'000 |
|
31 December 2024 US$'000 |
|
Sigma Enterprise Company LLC |
333 |
|
500 |
|
Aman Integrated Solutions LLC |
10 |
|
18 |
|
Emirates Insurance Company |
4 |
|
- |
|
|
|
|
|
23 Events after the reporting period
Subsequent to the period end, the Group has entered into derivative agreements with certain members of its banking syndicate to hedge its exposure against movement in exchange rate between US Dollars and AED.
24 Glossary
Alternative Performance Measure (APMs) - An APM is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework.
APMs are non-GAAP measures that are presented to provide readers with additional financial information that is regularly reviewed by management and the Directors consider that they provide a useful indicator of underlying performance. Adjusted results are also an important measure providing useful information as they form the basis of calculations required for the Group's covenants. However, this additional information presented is not uniformly defined by all companies including those in the Group's industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies.
Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. Such measures should not be viewed in isolation or as an alternative to the equivalent GAAP measure. In response to the Guidelines on APMs issued by the European Securities and Markets Authority (ESMA), we have provided additional information on the APMs used by the Group.
Adjusted earnings per share - represents the adjusted earnings attributable to equity holders of the Company for the period divided by the weighted average number of ordinary shares in issue during the period. The adjusted earnings attributable to equity shareholders of the Company is used for the purpose of basic gain per share adjusted for any exceptional items.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
24 Glossary (continued)
Adjusted diluted earnings per share - represents the adjusted earnings attributable to equity holders of the Company for the period divided by the weighted average number of ordinary shares in issue during the period, adjusted for the weighted average effect of share options outstanding during the period. The adjusted earnings attributable to equity shareholders of the Company is used for the purpose of basic gain per share adjusted by adding back impairment charges or writeback of impairment loss, and costs to acquire new bank facilities. This measure provides additional information regarding earnings per share attributable to the underlying activities of the business. A reconciliation of this measure is provided in Note 5 and 7.
Adjusted net profit - represents net profit after adding back costs of renegotiating bank terms. This measure provides additional information in assessing the Group's total performance that management is more directly able to influence and, on a basis, comparable from period to period. A reconciliation of this measure is provided in note 5 of these results.
Average fleet utilisation - represents the percentage of available days in a relevant period during which the fleet of SESVs is under contract and in respect of which a customer is paying a day rate for the charter of the SESVs.
Average fleet utilisation is calculated by adding the total contracted days in the period of each SESV, divided by the total number of days in the period multiplied by the number of SESVs in the fleet.
Adjusted EBITDA - represents operating profit after adding back depreciation, amortisation, non-operational items, impairment charges or reversal of impairment charges. This measure provides additional information in assessing the Group's underlying performance that management is more directly able to influence in the short term and on a basis comparable from period to period .
Adjusted EBITDA margin - represents adjusted EBITDA divided by revenue. This measure provides additional information on underlying performance as a percentage of total revenue derived from the Group.
Adjusted gross profit/(loss) - represents gross profit/loss after deducting reversal of impairment/adding back impairment charges. This measure provides additional information on the core profitability of the Group. A reconciliation of this measure is provided in Note 5.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
24 Glossary (continued)
Cost of sales excluding depreciation and amortisation- represents cost of sales excluding depreciation and amortisation. This measure provides additional information of the Group's cost for operating the vessels. A reconciliation is shown below:
|
|
30 June |
|
30 June |
|
|
US$'000 |
|
US$'000 |
|
Statutory cost of sales |
51,548 |
|
41,667 |
|
Less: depreciation and amortisation (Note 5) |
(22,084) |
|
(15,514) |
|
|
29,464 |
|
26,153 |
EBITDA - represents earnings before interest, tax, depreciation and amortisation, which represents operating profit after adding back depreciation and amortisation. This measure provides additional information of the underlying operating performance of the Group. A reconciliation of this measure is provided in Note 5.
In the current and comparative six months period there were no non-operational items or impairment charges or reversal of impairment charges and therefore EBITDA is equivalent to adjusted EBITDA.
Margin - revenue less cost of sales before depreciation, amortization and impairment as identified in Note 5 of the condensed consolidated interim financial statements.
Net bank debt - represents the total bank borrowings less cash and cash equivalents. This measure provides additional information of the Group's financial position. A reconciliation is shown below:
|
|
30 June |
|
31 December |
|
|
US$'000 |
|
US$'000 |
|
Bank borrowings excluding unamortised issue costs |
194,361 |
|
241,189 |
|
Less: cash and cash equivalents |
(14,964) |
|
(40,007) |
|
|
179,397 |
|
201,182 |
Net cash flow before debt service - the sum of cash generated from operations and investing activities.
Segment adjusted gross profit - represents gross profit after adding back depreciation, amortisation and impairment charges or reversal of impairment charges. This measure provides additional information on the core profitability of the Group attributable to each reporting segment. A reconciliation of this measure is provided in Note 4.
GULF MARINE SERVICES PLC
Notes to the Condensed Consolidated Interim Financial Statements
for the period ended 30 June 2025 (continued)
24 Glossary (continued)
Underlying performance - day to day trading performance that management are directly able to influence in the short term.
Other Definitions
|
Average day rates |
we calculate the average day rates by dividing total charter hire revenue per month by total hire days per month throughout the period and then calculating a monthly average. |
|
Backlog |
represents firm contracts and extension options held by clients. Backlog equals (charter day rate x remaining days contracted) + ((estimated average Persons On Board x daily messing rate) x remaining days contracted) +contracted remaining unbilled mobilisation and demobilisation fees. Includes extension options. |
|
Borrowing rate |
EIBOR plus margin. |
|
Calendar days |
takes base days at 365 and only excludes periods of time for construction and delivery time for newly constructed vessels. |
|
Costs capitalised |
represent qualifying costs that are capitalised as part of as cost of the vessel rather than being expensed as they meet the recognition criteria of IAS 16 Property, Plant and Equipment. |
|
Day rates |
rate per day charge to customers per hire of vessel as agreed in the contract. |
|
Demobilisation |
fee paid for the vessel re-delivery at the end of a contract, in which client is allowed to offload equipment and personnel. |
|
DEPS/DLPS |
diluted earnings/losses per share. |
|
EIBOR |
The Emirates Interbank Offered Rate |
|
Employee retention |
percentage of staff who continued to be employed during the period (excluding retirements and redundancies) taken as number of resignations during the period divided by the total number of employees at the period end. |
|
EPC |
engineering, procurement and construction. |
|
ESG |
environmental, social and governance. |
|
Finance service |
the aggregate of a) Net finance charges for that period; and b) All scheduled payments of principal and any other schedule payments in the nature of principal payable by the Group in that period in respect of financing: i) Excluding any amounts falling due in that period under any overdraft, working capital or revolving facility which were available for simultaneous redrawing under the terms of that facility; ii) Excluding any amount of PIK that accretes in that period; iii) Including the amount of the capital element of any amounts payable under any Finance Lease in respect of that period; and iv) Adjusted as a result of any voluntary or mandatory prepayment |
|
Debt Service Cover |
represents the ratio of Adjusted EBITDA to debt service. |
|
GCC |
Gulf Cooperation Council |
|
GMS core fleet |
consists of 14 SESVs |
|
Interest Cover |
represents the ratio of Adjusted EBITDA to Net finance charges. |
|
IOC |
Independent Oil Company. |
|
KPIs |
Key performance indicators. |
|
Lost Time Injuries |
any workplace injuries sustained by an employee while on the job that prevents them from being able to perform their job for a period of one or more days. |
|
Lost Time Injury Rate (LTIR) |
the lost time injury rate per 200,000 man hours which is a measure of the frequency of injuries requiring employee absence from work for a period of one or more days. |
|
Mobilisation |
fee paid for the vessel readiness at the start of a contract, in which client is allowed to load equipment and personnel. |
|
Net finance charges |
represents finance charges as defined by the terms of the Group's banking facility for that period less interest income for that period. |
|
Net leverage ratio |
represents the ratio of net bank debt to Adjusted EBITDA. |
|
NOC |
National Oil Company. |
|
OSW |
Offshore Wind. |
|
PIK |
Payment In Kind. Under the banking documents dated 31 March 2021, PIK is calculated at 5.0% per annum on the total term facilities outstanding amount and reduces to: a 2.5% per annum when Net Leverage is between 4.0X and 5.0x b Nil when Net Leverage reduces below 4.0x PIK stops accruing at the PIK end date which is the earlier of leverage falling below 4.0X or loans being discharged. |
|
Restricted work day case (RWDC) |
any work-related injury other than a fatality or lost work day case which results in a person being unfit for full performance of the regular job on any day after the occupational injury. |
|
Secured day rates |
day rates from signed contracts firm plus options held by clients. |
|
Secured utilisation |
contracted days of firm plus option periods of charter hire from existing signed contracts. |
|
Security Cover (loan to value) |
the ratio (expressed as a percentage) of Total Net Bank Debt at that time to the Market Value of the Secured Vessels. |
|
SESV |
Self-Elevating Support Vessels. |
|
SG&A spend |
means that the selling, general and administrative expenses calculated on an accruals basis should be no more than the SG&A maximum spend for any relevant period. |
|
SOFR |
Secured Overnight Financing Rate |
|
Total Recordable Injury Rate (TRIR) |
calculated on the injury rate per 200,000 man hours and includes all our onshore and offshore personnel and subcontracted personnel. Offshore personnel are monitored over a 24-hour period. |
|
Underlying G&A |
underlying general and administrative (G&A) expenses excluding depreciation and amortisation, restructuring costs, and exceptional legal costs. |
|
Utilisation |
the percentage of calendar days in a relevant period during which an SESV is under contract and in respect of which a customer is paying a day rate for the charter of the SESV. |
|
Vessel operating expense |
Cost of sales before depreciation, amortisation and impairment, refer to Note 5. |
Cautionary Statement
This announcement includes statements that are forward-looking in nature. All statements other than statements of historical fact are capable of interpretation as forward-looking statements. These statements may generally, but not always, be identified by the use of words such as 'will', 'should', 'could', 'estimate', 'goals', 'outlook', 'probably', 'project', 'risks', 'schedule', 'seek', 'target', 'expects', 'is expected to', 'aims', 'may', 'objective', 'is likely to', 'intends', 'believes', 'anticipates', 'plans', 'we see' or similar expressions. By their nature these forward-looking statements involve numerous assumptions, risks and uncertainties, both general and specific, as they relate to events and depend on circumstances that might occur in the future.
Accordingly, the actual results, operations, performance or achievements of the Company and its subsidiaries may be materially different from any future results, operations, performance or achievements expressed or implied by such forward-looking statements, due to known and unknown risks, uncertainties and other factors. Neither Gulf Marine Services PLC nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. No part of this announcement constitutes, or shall be taken to constitute, an invitation or inducement to invest the Company or any other entity and must not be relied upon in any way in connection with any investment decision. All written and oral forward-looking statements attributable to the Company or to persons acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements referred to above.