Half-year Financial Report
Summary by AI BETAClose X
Gulf Marine Services PLC
('Gulf Marine Services', 'GMS', 'the Company' or 'the Group')
Interim results
for the six-month period ended 30 June 2026
GMS, a leading provider of self-propelled, self-elevating support vessels to the offshore industry, is pleased to announce its interim results for the six-month period ended 30 June 2026 (H1 2026).
Overview
|
|
H1 2024 |
H1 2025 |
H1 2026 |
H1 2026 versus |
|
|
US$ m |
US$ m |
US$ m |
H1 2025 change |
|
Adjusted revenue1 |
80.7 |
87.1 |
84.1 |
-3% |
|
Adjusted EBITDA1 |
47.7 |
50.8 |
43.8 |
-14% |
|
Gross profit |
38.8 |
35.9 |
2.0 |
-94% |
|
Net profit/(loss) |
7.4 |
3.9 |
(14.8) |
-479% |
|
Adjusted net profit1 |
7.4 |
14.1 |
6.9 |
-51% |
|
Net leverage ratio |
2.62:1 |
1.73:1 |
1.75:1 |
+1% |
|
Net bank debt |
238.5 |
179.4 |
185.4 |
+3% |
1 This represents an Alternative Performance Measure (APM) as defined in the Glossary which is included in Note 5 to the interim consolidated Financial Statements.
H1 Financial and Operational Highlights:
|
· |
Adjusted revenue decreased by 3% to US$ 84.1 million (H1 2025: US$ 87.1 million), mainly due to the impact of the conflict in the Gulf. As announced in early March 2026, four vessels were temporarily evacuated in a Gulf country as a precautionary measure. All these vessels were back to hire on the same contracts by middle of June 2026. The estimated loss of revenue due to war was US$ 11.6 million while the impact on adjusted EBITDA and net profit amounted to US$ 12.8 million. Management is engaged in active discussions with clients to recover the revenue loss. |
|
· |
Gross profit decreased to US$ 2.0 million (H1 2025: US$ 35.9 million), mainly resulted from the recognition of impairment loss on property and equipment and impact of regional conflict. |
|
· |
Average fleet utilisation declined to 75% (H1 2025: 87%). Apart from the impact of the conflict in the Gulf, utilisation was also affected by the planned preparation of a large vessel in Europe during the first quarter of 2026, ahead of its new contract. |
|
· |
Average day rates improved by 7% to US$ 37.4k (H1 2025: US$ 35.1k), due to new contracts at better rates. |
|
· |
Adjusted EBITDA declined by 14% to US$ 43.8 million (H1 2025: US$ 50.8 million) driven mainly by the impact of the conflict in the Gulf. |
|
· |
GMS acquired a brand-new mid-class vessel in January 2026, bringing the total fleet being operated by GMS to 15 vessels. This acquisition has been partially financed through a US$ 37.4 million bridge loan, which was merged into the existing bank facilities subsequent to the reporting period. As a result, net leverage ratio at 30 June 2026 increased to 1.75x (31 December 2025: 1.39x). This ratio is still below the Group's 2.0x target. |
|
· |
In early May 2026, GMS announced its entry into new markets, namely Latin America and Africa. GMS was able to secure contracts for the new mid-class vessel in Latin America. The entry into Africa represents a new revenue stream, a third-party vessel management service. The financial impact of these new contracts will be visible in H2 2026. |
|
· |
Impairment loss recognised on property and equipment during the period was US$ 22.7 million (H1 2025: nil), primarily due to the ongoing geopolitical situation in the Gulf region. |
|
· |
Group incurred a net loss of US$ 14.8 million (H1 2025: net profit of US$ 3.9 million) primarily due to the recognition of an impairment loss and lower EBITDA, partially offset by a lower tax expense and the impact of change in the fair value of derivatives. On an adjusted basis (after excluding the impact of impairment and other adjusting items), adjusted net profit decreased to US$ 6.9 million (H1 2025: US$ 14.1 million) predominantly due to reduced adjusted EBITDA. |
|
· |
Adjusted basic earnings per share for the period were US$ 0.60 (H1 2025: US$ 1.26), while the diluted earnings per share declined to US$ 0.59 (H1 2025: US$ 1.23), due to lower adjusted net profit. |
|
· |
Until there is greater clarity on the geopolitical risks impacting the Gulf, the implementation of the GMS shareholder distribution policy continues to be deferred. |
Outlook:
|
· |
Despite the impact of the conflict in the Gulf during H1 2026, adjusted EBITDA in the range of US$ 105-115 million continues to be targeted for 2026. This target assumes the situation will not return to active military actions. |
|
· |
Expected earnings recovery in H2 2026 will be driven by the expansion into Latin America as well as the full operational impact of redeployment of an E-class vessel in Europe which started in April 2026. |
|
· |
Secured backlog was US$ 659 million on 17 August 2026 (31 December 2025: US$ 606 million), which reflects the additional contract awards and extensions announced over the last 6 months, offset by the revenue recognised. This underscores the ongoing strength in demand for our vessels across the various markets in which we operate. |
Mansour Al Alami, Executive Chairman, GMS said:
"The first half of the year was significantly impacted by disruptions resulting from the war in the Gulf, but our core business remains strong with improved average day rates and higher backlogs. Supported by expansion in Latin America alongside fully operational assets deployed in Europe, performance is expected to rebound in the second half of 2026. This expectation assumes that the Gulf region will not return to active military actions."
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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 Kristine Qevani |
Tel: +44 (0) 20 7770 6424 |
Chairman's Review
Group performance
In the first half of 2026, the Group's adjusted revenue decreased by 3% to US$ 84.1 million (H1 2025: US$ 87.1 million), mainly due to the impact of the war in the Gulf (see below) which resulted in an estimated loss of revenue amounting to US$ 11.6 million. Further, a large vessel was under preparation for its contract in Europe during the first three months of the year and only commenced its charter operations on 1 April 2026. The same vessel was fully operational on the same period last year. As a result of these events, the average fleet utilisation declined to 75% (H1 2025: 87%).
The loss of revenue, together with the incremental operational costs of US$ 1.2 million, due to the war in the Gulf, resulted in a decrease in adjusted EBITDA of US$ 43.8 million, compared to US$ 50.8 million reported in H1 2025. Management is engaged in active discussions with clients to recover the revenue loss.
Conflict in the Gulf
During early March, we were instructed to evacuate the Group's four vessels in one of the countries affected by the conflict, as a precautionary measure. All these vessels gradually returned to work on the same contracts by the middle of June 2026.
As the geopolitical risks are still high, Management continues to monitor the situation closely.
Growth and Business Development
GMS invested and acquired a brand-new mid-class vessel to support the Group's growth ambitions. This was partially financed through a US$ 37.4 million bridge loan, which was merged into the existing bank facilities subsequent to the reporting period. As a result, the net leverage ratio at 30 June 2026 increased to 1.75x (31 December 2025: 1.39x). This ratio remains below the Group's 2.0x target.
In early May 2026, GMS announced its entry into two new markets: Latin America, via a contract for the brand-new mid-class vessel, and Africa, through a third-party vessel management agreement, which represents a new revenue stream. The financial impact of these expansions will be visible in H2 2026.
The contract awards and extensions across the Group during the period have a combined total charter period of 12.3 years (H1 2025: 8.1 years), resulting in an increased backlog of US$ 628 million as at 30 June 2026 (31 December 2025: US$ 606 million). Further, average day rates improved to US$ 37.4k (H1 2025: US$ 35.1k).
Governance
There were no changes in the composition of the Board during the period. During the Annual General Meeting held on 18 June 2026, all the Directors received overwhelming support from the shareholders for re-appointment.
Outlook
GMS reaffirms its FY2026 adjusted EBITDA guidance of US$ 105-115 million. Despite H1 2026 operational disruptions, resulting from the conflict in the Gulf, performance is expected to rebound in H2 2026, assuming no return to active military actions. This recovery will be driven by earnings contributions from the Group's expansion into Latin America, and the full-year operational impact of the additional large vessel deployed in Europe from 1 April 2026. Until we have a greater clarity on the geopolitical risks, we continue to defer the implementation of our shareholder distribution policy.
Mansour Al Alami
Executive Chairman
04 September 2026
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, South East Asia, West Africa, North and South America, the Gulf of Mexico, and Europe.
The GMS fleet of 15 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.
Financial Review
|
|
H1 2024 |
H1 2025 |
H1 2026 |
H1 2026 versus |
|
|
US$ m |
US$ m |
US$ m |
H1 2025 change |
|
Adjusted revenue1 |
80.7 |
87.1 |
84.1 |
-3% |
|
Adjusted gross profit1 |
38.8 |
35.9 |
24.8 |
-31% |
|
Adjusted EBITDA1 |
47.7 |
50.8 |
43.8 |
-14% |
|
Net profit/(loss) |
7.4 |
3.9 |
(14.8) |
-479% |
|
Adjusted net profit1 |
7.4 |
14.1 |
6.9 |
-51% |
|
Net leverage ratio |
2.62:1 |
1.73:1 |
1.75:1 |
+1% |
|
Net bank debt |
238.5 |
179.4 |
185.4 |
+3% |
1 This represents an Alternative Performance Measure (APM) as defined in the Glossary which is included in Note 5 to the interim consolidated Financial Statements.
Revenue and segment information
The Group reported a 3% decline in adjusted revenue to US$ 84.1 million (H1 2025: US$ 87.1 million), primarily due to impact of the conflict in the Gulf, where four of the Group's vessels were instructed to evacuate as a precautionary measure. Although all these vessels were back on hire on the same contract by the middle of June 2026, conflict in the Gulf region resulted to an estimated loss of revenue amounting to US$ 11.6 million during H1 2026.
The conflict in the Gulf resulted in a decline in average fleet utilisation to 75% (H1 2025: 87%). Average fleet utilisation was also impacted by the planned mobilisation work to prepare a large vessel ahead of its charter in Europe, which started on 1 April 2026. This vessel remained off hire for the entire first quarter of 2026, compared to Q1 2025 where it was fully operational.
GMS started to operate a leased large vessel in Q2 2025. This vessel was operational for five months in H1 2026 versus two months in the prior period, delivering an incremental adjusted revenue of US$ 4.1 million. Further, average day rates improved by 7% to US$ 37.4k (H1 2025: US$ 35.1k) during the period ended 30 June 2026.
The table below shows the revenue contributions per geographical region:
|
Geographical region |
H1 2026 |
H1 2025 |
||
|
Adjusted revenue US$ m |
% |
Adjusted revenue US$ m |
% |
|
|
Middle East |
66.9 |
80% |
77.9 |
89% |
|
Others |
17.2 |
20% |
9.2 |
11% |
|
Total |
84.1 |
100% |
87.1 |
100% |
The reduction in adjusted revenue contribution from the Middle East is mainly the result of the war in the Gulf as well as the transfer of a large vessel to Europe. The transfer of a large vessel to Europe enhances the Group's presence in the renewables sector.
GMS broadened its geographical footprint in the second half of 2026 as its newly acquired mid-class vessel is on hire in Latin America.
The table below shows the contribution to revenue and segment gross profit made by each vessel class during the period:
|
(US$'000) Vessel class |
Adjusted revenue |
Adjusted gross profit before depreciation, amortisation and impairment charges |
||
|
H1 2026 |
H1 2025 |
H1 2026 |
H1 2025 |
|
|
K-Class vessels |
20,920 |
26,109 |
8,801 |
14,167 |
|
S-Class vessels |
21,786 |
22,755 |
15,925 |
16,973 |
|
E-Class vessels |
41,350 |
38,202 |
26,791 |
26,462 |
|
Total |
84,056 |
87,066 |
51,517 |
57,602 |
Cost of sales and general & administrative expenses
Underlying cost of sales1 (which excludes depreciation, amortisation and impairments) increased to US$ 32.5 million (H1 2025: US$ 29.5 million) mainly due to five months of operation of a leased large vessel as compared to two months in the same period last year, redeployment of a large vessel in Europe in April 2026 and the incremental operational costs due to the conflict in the Gulf. As a percentage of adjusted revenue, underlying cost of sales increased to 39% (H1 2025: 34%).
Depreciation, amortisation and impairments charged to cost of sales increased to US$ 44.9 million (H1 2025: US$ 22.1 million). This was driven mainly by recognition of an impairment loss during the period amounting to US$ 22.7 million (H1 2025: nil). The impairment loss resulted primarily from the ongoing geopolitical situation in the Gulf region.
Underlying general and administrative expenses1 (which excludes depreciation and amortisation) increased to 9.1% (H1 2025: 8.2%) as a percentage of adjusted revenue.
1Represents costs excluding depreciation, amortisation, impairments 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 6% to US$ 7.6 million (H1 2025: US$ 8.1 million), with GMS benefiting from an improvement of its net leverage ratio, resulting from the bank margin being reduced by 50 bps starting Q2 2025, and slightly lower market interest rates compared to the prior period.
Considering the new bridge loan amounting to US$ 37.4 million, which was used to partially finance the acquisition of a brand-new mid-class vessel, gross debt increased to US$ 201.8 million (31 December 2025: US$ 184.4 million). The portion of gross debt hedged by interest rate swaps rose to US$ 82.9 million (31 December 2025: US$ 32.7 million), as a result of a new interest rate swap contract entered during the current period.
Fair value of derivatives
During the period, the fair value gains on derivatives was US$ 0.3 million, as compared to US$ 4.2 million fair value loss from the same period last year. In the previous period, the derivative is attributable to the warrants which were concluded on 30 June 2025. In the current period, derivatives pertain to interest rate swaps and forward foreign exchange contracts to mitigate the risks of adverse fluctuations in interest and currency exposures of the term loan.
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 was US$ 2.6 million (H1 2025: US$ 12.9 million). In the prior period, the Group recorded a charge related to one-time impact of a tax ruling received in certain jurisdictions as announced on 14 May 2025.
Earnings
The Group incurred a net loss of US$ 14.8 million (H1 2025: net profit of US$ 3.9 million), primarily due to the recognition of an impairment loss during the period ended 30 June 2026, amounting US$ 22.7 million, and lower EBITDA (as discussed above), offset by lower tax expenses and the impact of change in the fair value of derivatives.
On an adjusted basis (after excluding the impact of impairment and other adjusting items), net profit was US$ 6.9 million (H1 2025: US$ 14.1 million).
Cash flow and liquidity
The Group generated operating cash flows of US$ 44.9 million (H1 2025: US$ 41.2 million) during the period, spent US$ 57.8 million (H1 2025: US$ 12.9 million) on its investing activities, while the net cash inflow from financing activities was US$ 1.6 million (H1 2025: net outflow of US$ 53.3 million).
Capital expenditure increased to US$ 58.8 million (H1 2025: US$ 12.9 million), primarily due to the acquisition of a brand-new mid-class vessel, necessary spending for vessel improvements and upgrades, and drydocking activities. The acquisition of a new vessel was partially financed by US$ 37.4 million bridge loan, which was merged into the existing syndicated bank facilities, subsequent to the reporting period ended 30 June 2026.
The Group has available working capital facility of US$ 21.8 million (31 December 2025: US$ 22.7 million). Subsequent to the period ended 30 June 2026, the total working capital facility increased by US$ 7.5 million.
Balance sheet
Total assets at 30 June 2026 increased to US$ 708.7 million (31 December 2025: US$ 699.9 million). Net additions to property and equipment as well as on drydocking expenditure amounted to US$ 13.8 million, after the acquisition of a brand-new mid-class vessel, depreciation and amortisation of US$ 18.0 million (H1 2025: US$ 17.3 million) and impairment charges of US$ 22.7 million (H1 2025: nil). Prepayments increased to US$ 14.4 million (31 December 2025: US$ 4.5 million) due to the mobilisation costs spending related to the new contracts, and reduction in cash and cash equivalents to US$ 16.4 million (31 December 2025: US$ 27.8 million).
Total liabilities increased to US$ 300.8 million (31 December 2025: US$ 277.7 million). This was mainly due to the net increase in bank borrowings, by US$ 17.2 million, as a result of the bridge loan obtained to finance the acquisition of a brand-new mid-class vessel, an increase in trade and other payables by US$ 9.2 million for the higher contract liabilities that will be recognised as revenue in future over the term of the contract with the customers, offset by a reduction of lease liabilities by US$ 3.9 million.
Total equity decreased to US$ 407.9 million (31 December 2025: US$ 422.3 million), primarily due to the net loss incurred during the period of US$ 14.8 million (H1 2025: net profit of US$ 3.9 million).
Net Bank Debt and Borrowings
In January 2026, GMS obtained a bridge loan amounting to US$ 37.4 million to partially finance the acquisition of a brand-new mid-class vessel. Subsequent to reporting period ended 30 June 2026, this bridge loan was merged into the existing bank facilities and will be settled in 20 quarterly instalments over five years starting September 2026. Further, the total working capital facility increased by US$ 7.5 million as a result of this latter transaction.
During the period ended 30 June 2026, total repayment on bank borrowings amounted to US$ 20.0 million (H1 2025: US$ 46.8 million).
Net bank debt increased to US$ 185.4 million (31 December 2025: US$ 156.6 million), while the net leverage ratio increased to 1.75x (31 December 2025: 1.39x). The net leverage ratio is still below the Group's 2.0x target.
Going concern
Over the years, the Group was able to reduce the net leverage ratio to 1.75x as at 30 June 2026 (from as high as 8.06x as at 31 December 2020), below the 2.0x target. This situation 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.
Risks and uncertainties
Several risks and uncertainties could significantly influence the Group's performance for the rest of 2026. 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 2025. For a comprehensive analysis of these risks and the Group's mitigation strategies, please refer to pages 23 to 28 of the 2025 Annual Report, available at www.gmsplc.com.
|
· |
Utilisation - Utilisation levels might decline due to several factors: regional conflicts that may disrupt offshore operations, restrict access or cause project delays; dependence on a small number of major customers; the cyclical nature of the industry; additional tonnage expected to enter the market during the remainder of 2026 and into 2027, the risk that our K-Class vessels become less competitive against a growing number of larger new-build vessels; and increased standard specifications required by customers, which could necessitate costly upgrades to remain compliant.
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|
· |
Middle East local content requirements - National Oil Companies (NOCs) in the Middle East maintain local content requirements in their tender processes, favouring suppliers that enhance local investment and spending. This could limit GMS's ability to secure new contracts or result in reduced profit margins on existing contracts, affecting operating cash flows and net profitability.
|
|
· |
Inability to deliver safe and reliable operations - Geopolitical events may affect vessel operations by restricting crew travel or access to certain regions. A serious environmental or safety incident involving our employees, visitors or contractors could harm both our commercial interests and our reputation. Inadequate preparation for critical situations, including equipment failure, unmet client requirements or unpredictable weather, could negatively affect business performance, and insufficient insurance coverage may expose the Group to significant financial loss.
|
|
· |
Liquidity and covenant compliance - The Group faces short-term liquidity risks arising from timing mismatches between cash inflows and outflows, delayed or slow-paying clients, and unexpected expenses. Bank covenants are closely monitored given the Group's sensitivity to factors such as vessel utilisation, operational downtime and interest rates. Any breach of these covenants could trigger an event of default, allowing lenders to accelerate loan repayments and potentially exercise security over the Group's assets.
|
|
· |
People - Attracting, retaining, recruiting and developing a skilled workforce remains important. Losing skills or failing to attract new talent has the potential to undermine performance.
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|
· |
Legal, economic and political conditions - Political instability in the regions in which the Group operates could affect its operations. In particular, the ongoing conflict and heightened geopolitical tensions in the Gulf region could disrupt vessel movements, restrict access to certain areas, affect crew travel and deployment, and result in delays or interruptions to customer projects and offshore operations. As many key crew members are sourced from Eastern Europe and Southeast Asia, such instability may disrupt recruitment, retention and deployment of personnel. High interest rates and inflation may continue to affect the Group's liquidity and profitability.
|
|
· |
Compliance and regulation - Non-compliance with anti-bribery, corruption, tax, financial reporting and other regulatory requirements could harm the Group's reputation, stakeholder relationships and financial position. Operating across multiple jurisdictions exposes the Group to a complex web of international, federal and local laws and regulations, including on health, safety and the environment, compliance with which is becoming more costly and complex. Failure to adhere to these requirements, or to provide timely and accurate financial reporting or tax compliance (including transfer pricing), could result in regulatory investigations or significant penalties.
|
|
· |
Cybercrime - security and integrity - The Group's reliance on technology infrastructure and digital systems, including exposure to phishing and other cyber incidents, could result in system outages, data breaches or inappropriate transactions. This exposes GMS to the risk of financial loss, compliance challenges and reputational damage.
|
|
· |
Climate change - Climate change presents both transition and physical risks to the Group. Transition risks arise from the global shift toward a lower-carbon economy, which may influence investor sentiment and client preferences. Physical risks, including rising temperatures and sea levels, may affect working hours, operating conditions and vessel deployment. Increasing regulatory requirements could also require enhanced reporting or the adoption of lower-emission technologies.
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RESPONSIBILITY STATEMENT
Financial information for the period ended 30 June 2026.
We confirm to the best of our knowledge:
|
a) |
the condensed set of financial statements, which have been prepared in accordance with the applicable 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
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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 04 September 2026
|
Alex Aclimandos
Chief Financial Officer
04 September 2026 |
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 2026 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 2026 is not prepared, in all material respects in accordance with International Accounting Standard 34 Interim Financial Reporting ("IAS 34") as adopted for use in the UK 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.
Emphasis of Matter - Geopolitical developments in the Middle East and Gulf region
We draw attention to Note 2 to the condensed consolidated financial statements, which sets out the Directors' evaluation of the potential impact of ongoing regional conflict developments in the Middle East on the Group's operations and financial position. As described in that note, the geopolitical situation in the Gulf has led to operational disruptions, including the suspension of certain vessel activities and increased uncertainty in utilisation levels. While the situation continues to evolve and may create uncertainty in regional economic and operating conditions, management has assessed the Group's liquidity, forecast cash flows, and the mitigating actions available should conditions worsen. Based on this assessment, the Directors have concluded that no material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our conclusion is not modified in respect of this matter.
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 2025 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 04 September 2026
Chartered Accountants, Statutory Audit Firm
1 Harbourmaster Place
IFSC
Dublin 1
D01 F6F5
GULF MARINE SERVICES PLC
Condensed Consolidated Statement of Comprehensive Income
for the period ended 30 June 2026
|
|
|
Six-month period ended 30 June |
||
|
|
|
|||
|
|
|
2026 |
|
2025 |
|
|
|
US$'000 |
|
US$'000 |
|
|
Notes |
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|
|
Revenue |
4,8 |
79,484 |
|
87,066 |
|
Cost of sales |
|
(54,661) |
|
(51,548) |
|
Impairment loss on non-financial assets |
10 |
(22,741) |
|
- |
|
Expected credit losses - net of recoveries |
4 |
(58) |
|
343 |
|
|
|
|
|
|
|
Gross profit |
|
2,024 |
|
35,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
|
(8,215) |
|
(7,465) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) / profit |
|
(6,191) |
|
28,396 |
|
|
|
|
|
|
|
Other income |
12 |
1,640 |
|
1,423 |
|
Finance income |
|
488 |
|
7 |
|
Finance expenses |
9 |
(7,649) |
|
(8,077) |
|
Impact of change in fair value of derivative |
18 |
339 |
|
(4,152) |
|
Foreign exchange loss, net |
|
(900) |
|
(795) |
|
|
|
|
|
|
|
(Loss) / profit for the period before taxation |
|
(12,273) |
|
16,802 |
|
|
|
|
|
|
|
Taxation charge for the period |
6 |
(2,552) |
|
(12,857) |
|
|
|
|
|
|
|
(Loss) / profit for the period |
|
(14,825) |
|
3,945 |
|
|
|
|
|
|
|
Other comprehensive income - items that may be reclassified to profit or loss: |
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
|
121 |
|
472 |
|
|
|
|
|
|
|
Total comprehensive (loss) / income for the period |
|
(14,704) |
|
4,417 |
|
|
|
|
|
|
|
(Loss) / profit attributable to: |
|
|
|
|
|
Owners of the Company |
|
(14,854) |
|
3,849 |
|
Non-controlling interest |
|
29 |
|
96 |
|
|
|
|
|
|
|
|
|
(14,825) |
|
3,945 |
|
Total comprehensive (loss) / profit attributable to: |
|
|
|
|
|
Owners of the Company |
|
(14,733) |
|
4,321 |
|
Non-controlling interest |
|
29 |
|
96 |
|
|
|
|
|
|
|
|
|
(14,704) |
|
4,417 |
|
|
|
|
|
|
|
(Loss) / earnings per share |
|
|
|
|
|
Basic (cents per share) |
7 |
(1.29) |
|
0.35 |
|
|
|
|
|
|
|
Diluted (cents per share) |
7 |
(1.29) |
|
0.34 |
|
|
|
|
|
|
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 2026
|
|
|
30 June |
|
31 December |
|
|
|
2026 |
|
2025 |
|
|
|
US$'000 |
|
US$'000 |
|
|
Notes |
(Unaudited) |
|
(Audited) |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Property and equipment |
10 |
590,959 |
|
575,032 |
|
Dry docking expenditure |
11 |
13,439 |
|
15,577 |
|
Right-of-use assets |
|
4,381 |
|
30,235 |
|
Net investment in finance lease receivable |
12 |
9,452 |
|
- |
|
Derivative financial instruments |
18 |
197 |
|
- |
|
|
|
|
|
|
|
Total non-current assets |
|
618,428 |
|
620,844 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Trade receivables |
13 |
27,588 |
|
33,929 |
|
Prepayments, advances and other receivables |
14 |
29,527 |
|
17,399 |
|
Cash and cash equivalents |
|
16,358 |
|
27,755 |
|
Net investment in finance lease receivable |
12 |
16,803 |
|
- |
|
|
|
|
|
|
|
Total current assets |
|
90,276 |
|
79,083 |
|
|
|
|
|
|
|
Total assets |
|
708,704 |
|
699,927 |
|
|
|
|
|
|
|
EQUITY AND LIABILITIES |
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
Share capital - Ordinary |
15 |
33,584 |
|
33,584 |
|
Capital redemption reserve |
16 |
46,445 |
|
46,445 |
|
Share premium account |
|
129,299 |
|
129,299 |
|
Group restructuring reserve |
|
(49,710) |
|
(49,710) |
|
Restricted reserve |
|
272 |
|
272 |
|
Capital contribution |
|
9,177 |
|
9,177 |
|
Share based payment reserve |
21 |
709 |
|
337 |
|
Translation reserve |
|
(2,154) |
|
(2,275) |
|
Retained earnings |
|
236,720 |
|
251,574 |
|
|
|
|
|
|
|
Attributable to the Owners of the Company |
|
404,342 |
|
418,703 |
|
Non-controlling interest |
|
3,591 |
|
3,562 |
|
|
|
|
|
|
|
Total equity |
|
407,933 |
|
422,265 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
51,961 |
|
42,771 |
|
Current tax liability |
|
18,026 |
|
17,438 |
|
Bank borrowings - scheduled repayments within one year |
17 |
75,573 |
|
37,997 |
|
Lease liabilities |
|
19,263 |
|
16,494 |
|
Derivative financial instruments |
18 |
146 |
|
144 |
|
|
|
|
|
|
|
Total current liabilities |
|
164,969 |
|
114,844 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Provision for employees' end of service benefits |
|
2,504 |
|
2,264 |
|
Bank borrowings - scheduled repayments more than one year |
17 |
121,804 |
|
142,224 |
|
Lease liabilities |
|
11,141 |
|
17,833 |
|
Derivative financial instruments |
18 |
353 |
|
497 |
|
|
|
|
|
|
|
Total non-current liabilities |
|
135,802 |
|
162,818 |
|
|
|
|
|
|
|
Total liabilities |
|
300,771 |
|
277,662 |
|
|
|
|
|
|
|
Total equity and liabilities |
|
708,704 |
|
699,927 |
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 2026
|
|
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 2026 |
33,584 |
46,445 |
129,299 |
(49,710) |
272 |
337 |
9,177 |
(2,275) |
251,574 |
418,703 |
3,562 |
422,265 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
- |
- |
- |
- |
- |
- |
- |
- |
(14,854) |
(14,854) |
29 |
(14,825) |
|
|
Other comprehensive income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on foreign operations |
- |
- |
- |
- |
- |
- |
- |
121 |
- |
121 |
- |
121 |
|
|
Total comprehensive loss for the period |
- |
- |
- |
- |
- |
- |
- |
121 |
(14,854) |
(14,733) |
29 |
(14,704) |
|
|
Transactions with owners of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share based payment charge |
- |
- |
- |
- |
- |
372 |
- |
- |
- |
372 |
- |
372 |
|
|
Total transactions with owners of the Company |
- |
- |
|
- |
- |
372 |
- |
- |
- |
372 |
- |
372 |
|
|
As at 30 June 2026 |
33,584 |
46,445 |
129,299 |
(49,710) |
272 |
709 |
9,177 |
(2,154) |
236,720 |
404,342 |
3,591 |
407,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
* Addition to share premium amount reflects cash proceeds US$ 4.0m and release of warrants liability of US$ 13.3m 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 2026
|
|
Six-month period ended 30 June |
|||
|
|
2026 |
|
2025 |
|
|
|
US$'000 |
|
US$'000 |
|
|
|
(Unaudited) |
|
(Unaudited) |
|
|
|
|
|
|
|
|
(Loss) / profit for the period |
(14,825) |
|
3,945 |
|
|
Adjustments for: |
|
|
|
|
|
Depreciation of property and equipment (Note 10) |
13,806 |
|
13,632 |
|
|
Amortisation of dry-docking expenditure (Note 11) |
4,215 |
|
3,679 |
|
|
Depreciation of right-of-use asset |
4,635 |
|
5,068 |
|
|
Impairment loss in non-financial assets (Note 10) |
22,741 |
|
- |
|
|
Amortisation of borrowing cost |
716 |
|
513 |
|
|
Income tax expense (Note 6) |
2,552 |
|
12,857 |
|
|
End of service benefits charge |
402 |
|
440 |
|
|
Movement in ECL provision during the period |
58 |
|
(343) |
|
|
Share based payment charge |
372 |
|
88 |
|
|
Finance income |
(488) |
|
(7) |
|
|
Finance expenses |
6,933 |
|
7,564 |
|
|
Impact of change in fair value of derivatives (Note 18) |
(339) |
|
4,152 |
|
|
Other income |
(1,640) |
|
(1,423) |
|
|
Cash flow from operating activities before movement in working capital |
39,138 |
|
50,165 |
|
|
Changes in trade receivables |
6,283 |
|
1,799 |
|
|
Changes in prepayments, advances and other receivables |
(11,924) |
|
(10,176) |
|
|
Changes in trade and other payables |
13,479 |
|
7,160 |
|
|
Cash generated from operations |
46,976 |
|
48,948 |
|
|
Taxation paid |
(1,964) |
|
(7,051) |
|
|
End of service benefits paid |
(162) |
|
(706) |
|
|
Net cash generated from operating activities |
44,850 |
|
41,191 |
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Payments for additions of property and equipment |
(55,727) |
|
(7,366) |
|
|
Dry docking expenditure paid |
(3,113) |
|
(5,572) |
|
|
Net investment in finance lease receivable |
1,028 |
|
- |
|
|
Interest received |
2 |
|
7 |
|
|
Net cash used in investing activities |
(57,810) |
|
(12,931) |
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Repayment of bank borrowings |
(20,000) |
|
(46,828) |
|
|
Proceeds from bank borrowings |
37,400 |
|
- |
|
|
Payment of borrowings issue cost |
(960) |
|
- |
|
|
Principal elements of lease payments |
(7,944) |
|
(4,983) |
|
|
Proceeds from issue of share capital on exercise of warrants |
- |
|
6,072 |
|
|
Interest paid on bank borrowings |
(5,996) |
|
(7,264) |
|
|
Interest paid on leases |
(893) |
|
(300) |
|
|
Other finance expenses paid |
(44) |
|
- |
|
|
Net cash from / (used) in financing activities |
1,563 |
|
(53,303) |
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
(11,397) |
|
(25,043) |
|
|
Cash and cash equivalents at the beginning of the period |
27,755 |
|
40,007 |
|
|
Cash and cash equivalents at the end of the period |
16,358 |
|
14,964 |
|
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 2026
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 Ground Floor Heritage House 2-14 Shortlands London, W6 8DJ. 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 2026 were authorised for issue on 04 September 2026. 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 2025, which were prepared in accordance with UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006. Those consolidated financial statements were approved by the Board of Directors on 13 April 2026. The auditor's report on those consolidated financial statements was unqualified and included an Emphasis of Matter paragraph drawing attention to the Directors' assessment of the potential impact of ongoing regional conflict developments in the Middle East on the Group's operations, financial position and going concern assessment. The auditor's report did not contain a statement under section 498(2) or section 498(3) of the Companies Act 2006. A copy of the statutory consolidated financial statements for the year ended 31 December 2025 has been delivered to the Registrar of Companies.
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 2025 as disclosed in the Annual Report, except as described below and for the adoption of new standards and interpretations effective as of 01 January 2026, 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.
The Group as a lessor
At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative standalone prices.
When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease.
To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub‑lease separately. It assesses the lease classification of a sub‑lease with reference to the right‑of‑use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short‑term lease to which the Group applies the exemption described above, then it classifies the sub‑lease as an operating lease.
The Group's contracts with clients contain an underlying lease component separate to the service element. Where a lease is classified as an operating lease, the related lease income is recognised on a straight-line basis over the lease term. Where a lease is classified as a finance lease, the present value of the lease payments receivable is recognised as a net investment in the lease within the consolidated condensed statement of financial position, and the related finance income is recognised over the lease term in the consolidated condensed statement of comprehensive income. The Group applies the derecognition and impairment requirements in IFRS 9 to the net investment in the lease receivables.
The Group applies IFRS 15 to allocate consideration under each component based on its standalone selling price. The standalone selling price of the lease component is estimated using a market assessment approach by taking the market rate, being the contract day rate and deducting all other identifiable components, creating a residual amount deemed to be the lease element.
Adjusting items
Adjusting items are significant items of income or expense in revenue, cost of sales, general and administrative expenses, other income, finance income and taxation, which individually or, if of a similar type, in aggregate, are relevant to an understanding of the Group's underlying financial performance because of their size, nature or incidence. Adjusting items together with an explanation as to why management consider them appropriate to adjust are disclosed separately in Note 5. The Group believes that these items are useful to users of the Group's condensed consolidated interim financial statements in helping them to understand the underlying business performance through Alternative Performance Measures that are used to derive the Group's principal non-GAAP measures of adjusted Revenue, adjusted Earnings Before Interest, Taxes, Depreciation, and Amortisation ("EBITDA"), adjusted EBITDA margin, adjusted gross profit/(loss), adjusted operating profit/(loss), adjusted net profit/(loss) and adjusted diluted earnings/(loss) per share, all of which are before the impact of adjusting items and which are reconciled from operating profit/(loss), profit/(loss) before taxation, net profit/(loss) and diluted earnings/(loss) per share. Adjusting items include but are not limited to reversal of impairment / (impairment charges), impact of finance lease accounting related to a leased vessel, exceptional legal and tax costs, and non-operational finance-related costs.
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 2025. In addition, results for the six-month period ended 30 June 2026 are not necessarily indicative of the results that may be expected for the financial year ending 31 December 2026. The condensed consolidated statement of comprehensive income for the six-month period ended 30 June 2026 is not affected significantly by seasonality of results.
Going concern
The Directors have assessed the Group's financial position through to December 2027 and hold a reasonable expectation of its ability to continue as a going concern for the foreseeable future.
The Group has a US$ 300.0 million loan facility (comprising a US$ 250.0 million term loan amortised over five years and a US$ 50.0 million working capital facility), denominated in United Arab Emirates Dirhams (AED) with a syndicate of three banks. The working capital facility includes a cash commitment of 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 three banks have an equal participation in the term loan and in the working capital facility. Entire cash commitment under the working capital facility remains unutilised. The interest rate is based on EIBOR plus a margin, which is determined by a ratchet depending on leverage levels.
During the period, the Group obtained an additional US$ 37.4 million interim loan facility, to partially finance the acquisition of a new mid-class vessel, provided by a bank that is part of the Company's existing lending syndicate.
Following the period end, the interim loan facility was included within the Company's existing lending arrangements, with the same syndicate of lenders and on the same commercial terms. The additional facility will be settled in 20 quarterly instalments over five years starting September 2026.
Further, to support its growing operations, the Group also secured an additional AED‐equivalent US$ 7.5 million working capital facility from one of the banks in its lending syndicate. The working capital facility includes a cash commitment of US$ 3.0 million, but if no cash is drawn, the full facility remains available for performance bonds and guarantees. Entire working capital facility remains unutilised at the period end. Refer note 17 for outstanding term loan.
The ongoing geopolitical situation in the Gulf region has continued to evolve and impact global energy markets during the reporting period. While diplomatic efforts have resulted in periods of reduced tensions, the situation remains fragile and unpredictable, with further episodes of escalation during and after the reporting period, and repeated disruption to shipping through the Strait of Hormuz resulting in continued volatility in oil and gas markets and further disruption to the Group's offshore operations.
During early March, management was instructed to evacuate four vessels in one of the countries affected by the war in the Gulf, as a precautionary measure. All these vessels were back on hire on the same contracts by middle of June.
As the geopolitical risks are still on-going, management continues to closely monitor developments, with a focus on safety of assets (including human capital), maintaining operational continuity, cost discipline and client engagement to mitigate potential disruptions. Proactive measures implemented since the previous reporting date continue to be applied to address any immediate effects, while contingency plans continue to be developed and refined to respond to more prolonged or renewed escalation scenarios, should the conflict persist or reignite. In the event of a sustained or further escalating situation, management will continue to reassess the potential implications and implement appropriate mitigating actions, including but not limited to engagement with lenders, where necessary.
While elevated oil and gas prices driven by the ongoing geopolitical situation are expected to support continued focus on production resilience and capacity maintenance, operational disruptions during the period have weighed on activity levels and utilisation. Accordingly, the overall impact remains dependent on the timing of the resolution of the ongoing conflict.
The management's forecast reflects key assumptions including those around vessel utilisation and day rates, on a vessel-by-vessel basis in light of the ongoing geopolitical situation in the Gulf region. Specifically, these assumptions are:
- Two of the small class vessels remaining off hire until the end of 2026.
- The utilisation for the 18-month assessment period to 31 Dec 2027 is forecasted at 91%.
- Pipeline of tenders and opportunities for new contracts that would commence during the forecast period, subject to the timing of resolution of the ongoing geopolitical situation.
A downside case was prepared using the following assumptions:
- The geopolitical situation is assumed to escalate, resulting in operational disruption from 01 October 2026 to until 31 December 2026 and affecting all vessels operating across the Gulf region.
- The forecast utilisation for the 18-month assessment period to 31 Dec 2027 falls to 80%, compared to a fleet average of 91% assumed in the base case cash flow forecasts for this period.
The downside case is considered to be severe, but it would still leave the Group with sufficient liquidity and in compliance with the covenants under the Group's banking facilities throughout the assessment period.
In addition to the above downside sensitivity, a reverse stress test is also performed by incorporating additional stress to the downside case above demonstrating a scenario to identify how much revenue and EBITDA reduction would result in a breach of covenants. The additional stress assumes a further extension of the operational disruption affecting the Group's vessels in the Gulf region from 1 January 2027 to 28 February 2027, resulting in an aggregate five-month off-hire period for all vessels operating in the Gulf region. This reduces utilisation for the 18-month assessment period to 72%, compared with 91% in the base case. Under this scenario, liquidity headroom is expected to reduce significantly in March 2027, followed by a liquidity shortfall in April 2027.
The Group acknowledges the uncertainties stemming from the duration and the severity of the geopolitical situation and its impact on the Group's operations, as described above. Under certain circumstances they could result in the Group being in the above reverse stress tested scenario. After careful consideration of all the factors available to the Group at this time, including information from its clients and their plans, and having regard to developments during the period and up to the date of approval of these condensed consolidated interim financial statements, the Directors have concluded that the likelihood of the reverse stress scenario remains sufficiently low to not result in a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern.
Should circumstances arise that differ from the Group's projections, the Directors believe that a number of mitigating actions can be successfully executed in the necessary timeframe to meet debt repayment obligations as they become due and in order to maintain liquidity. Potential mitigating actions include vessels off hire for prolonged periods being cold stacked to minimise the operating costs on these vessels, reduction in overhead costs, seeking relaxation/waiver from covenant compliance and rescheduling of repayments with lenders. The Directors continue to monitor, and where necessary refine, these mitigating actions in light of developments in the geopolitical situation described above and their evolving impact on the Group's operations and cash flows.
After considering reasonable risks and potential downsides in light of the ongoing geopolitical situation in the Gulf region, including the developments during the period and up to the date of approval of these condensed consolidated interim financial statements, the Group's forecasts suggest that its bank facilities, combined with secured backlog and a pipeline of near-term opportunities for additional work, will provide sufficient liquidity to meet its needs in the foreseeable future, subject to the timing of resolution of the geopolitical situation. Accordingly, the condensed consolidated interim financial statements of the Group for the six-month period ended 30 June 2026 have been prepared on a going concern basis.
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 IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments |
1 January 2026 |
|
|
Amendments IFRS 9 and IFRS 7 regarding the contracts referencing nature-dependent electricity |
1 January 2026 |
|
|
Annual Improvements to IFRS Accounting Standards - Volume 11 |
1 January 2026 |
|
|
|
|
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 2026 will be provided in the Group's annual consolidated financial statements for the year ending 31 December 2026.
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 |
|
|
- |
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; · 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. · Operating profit will be defined as a residual capturing all income and expenses not classified as investing or financing items. · The operating profit line will be the start of the cash flow statement. · Additional disclosures will be included in the accounts on management defined performance measures. · 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.
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, tax provision and impairment of financial assets as described in the last annual consolidated financial statements. The level of uncertainty in the key estimates and judgment for recoverable amount for vessels has increased due to the current regional geopolitical instability refer note 10.
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 |
||
|
|
2026 |
2025 |
|
2026 |
2025 |
|
|
US$'000 |
US$'000 |
|
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
K-Class vessels |
20,920 |
26,109 |
|
8,801 |
14,167 |
|
S-Class vessels |
21,786 |
22,755 |
|
15,925 |
16,973 |
|
E-Class vessels |
36,778 |
38,202 |
|
22,219 |
26,462 |
|
Total |
79,484 |
87,066 |
|
46,945 |
57,602 |
|
Less: |
|
|
|
|
|
|
Depreciation charged to cost of sales |
|
|
|
(17,906) |
(18,404) |
|
Amortisation charged to cost of sales |
|
|
|
(4,216) |
(3,680) |
|
Expected credit losses - net of recoveries |
|
|
|
(58) |
343 |
|
Adjusted gross profit |
|
|
|
24,765 |
35,861 |
|
Impairment loss on non-financial assets |
|
|
|
(22,741) |
- |
|
Gross profit |
|
|
|
2,024 |
35,861 |
|
|
|
|
|
|
|
|
General and administrative expenses |
|
|
|
(8,215) |
(7,465) |
|
Other income |
|
|
|
1,640 |
1,423 |
|
Finance income |
|
|
|
488 |
7 |
|
Finance expense (refer Note 9) |
|
|
|
(7,649) |
(8,077) |
|
Impact of change in fair value of derivatives |
|
|
|
339 |
(4,152) |
|
Foreign exchange loss, net |
|
|
|
(900) |
(795) |
|
(Loss) / profit before taxation |
|
|
|
(12,273) |
16,802 |
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.
5 Presentation of non-GAAP results
The following table provides a reconciliation between the statutory and non-statutory financial results:
|
|
Period ended 30 June 2026 |
|
Period ended 30 June 2025 |
||||
|
|
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 |
84,056 |
(4,572)1 |
79,484 |
|
87,066 |
- |
87,066 |
|
Cost of sales |
|
|
|
|
|
|
|
|
- Vessel operating expenses before depreciation, amortisation and impairment |
(32,539) |
- |
(32,539) |
|
(29,464) |
- |
(29,464) |
|
- Depreciation and amortisation |
(26,708) |
4,5861 |
(22,122) |
|
(22,084) |
- |
(22,084) |
|
Impairment loss on non-financial assets |
- |
(22,741)2 |
(22,741) |
|
- |
- |
- |
|
Expected credit losses |
(58) |
- |
(58) |
|
343 |
- |
343 |
|
Gross profit |
24,751 |
(22,727) |
2,024 |
|
35,861 |
- |
35,861 |
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
- Amortisation |
(488) |
- |
(488) |
|
(250) |
- |
(250) |
|
- Depreciation |
(46) |
- |
(46) |
|
(45) |
- |
(45) |
|
- Other administrative costs |
(7,681) |
- |
(7,681) |
|
(7,170) |
- |
(7,170) |
|
Operating profit / (loss) |
16,536 |
(22,727) |
(6,191) |
|
28,396 |
- |
28,396 |
|
|
|
|
|
|
|
|
|
|
Other income |
83 |
1,5571 |
1,640 |
|
14 |
1,4094 |
1,423 |
|
Finance income |
2 |
4861 |
488 |
|
7 |
- |
7 |
|
Finance expense |
(7,649) |
- |
(7,649) |
|
(8,077) |
- |
(8,077) |
|
Impact of change in fair value of derivatives |
339 |
- |
339 |
|
(4,152) |
- |
(4,152) |
|
Foreign exchange loss, net |
(900) |
- |
(900) |
|
(795) |
- |
(795) |
|
Profit / (loss) before taxation |
8,411 |
(20,684) |
(12,273) |
|
15,393 |
1,409 |
16,802 |
|
|
|
|
|
|
|
|
|
|
Taxation charge |
|
|
|
|
|
|
|
|
- Current year tax charge |
(1,508) |
- |
(1,508) |
|
(1,313) |
- |
(1,313) |
|
- Change in estimate of tax provisions |
- |
(1,044)3 |
(1,044) |
|
- |
(11,544) |
(11,544) |
|
Net profit / (loss) for the period |
6,903 |
(21,728) |
(14,825) |
|
14,080 |
(10,135) |
3,945 |
|
|
|
|
|
|
|
|
|
|
Net profit / (loss) attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the Company |
6,874 |
(21,728) |
(14,854) |
|
13,984 |
(10,135) |
3,849 |
|
Non-controlling interest |
29 |
- |
29 |
|
96 |
- |
96 |
|
|
|
|
|
|
|
|
|
|
Earnings / (loss) per share (basic) |
0.60 |
(1.89) |
(1.29) |
|
1.26 |
(0.91) |
0.35 |
|
Earnings / (loss) per share (diluted) |
0.59 |
(1.88) |
(1.29) |
|
1.23 |
(0.89) |
0.34 |
|
|
|
|
|
|
|
|
|
|
Supplementary non statutory information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit |
16,536 |
(22,727) |
(6,191) |
|
28,396 |
- |
28,396 |
|
Add: Depreciation and amortisation |
27,242 |
(4,586) |
22,656 |
|
22,379 |
- |
22,379 |
|
Adjusted EBITDA |
43,778 |
(27,313) |
16,465 |
|
50,775 |
- |
50,775 |
1Adjustments for removing the impact of finance lease accounting relating to a leased vessel.
2Adjustment for impairment recognised on Group's owned vessels at period end.
3This exceptional tax expense relates to expected tax outcomes.
4These exceptional items relate to the reversal of legal and exceptional tax penalty provisions recognised in the prior periods.
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 2026 US$'000 |
|
30 June 2025 US$'000 |
|
(Loss) / profit from operations before tax |
(12,273) |
|
16,802 |
|
|
|
|
|
|
Tax at the UK corporation tax rate of 25% (2025: 25%) |
(3,068) |
|
4,201 |
|
Effect of different tax rates in overseas jurisdictions |
1,805 |
|
(579) |
|
Expense not deductible for tax purposes |
228 |
|
(199) |
|
Overseas taxes |
1,288 |
|
400 |
|
Increase in unrecognised deferred tax |
412 |
|
1,484 |
|
Change in estimates of tax provisions |
1,044 |
|
11,528 |
|
Loss / (income) not taxable for tax purposes |
843 |
|
(3,978) |
|
Total tax charge |
2,552 |
|
12,857 |
The Group's effective tax rate was (20.8%) for the period ended June 2026 (Six months ended June 2025: 76.5%).
The current tax charge of US$ 2.6 million (six-month period ended June 2025: US$ 12.9 million) included withholding tax amounting to US$ 1.2 million (six-month period ended June 2025: US$ 0.7 million) and US$ 1.0 million (six-month period ended June 2025: US$ 11.5 million) related to change in estimates for prior years.
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.
7 (Loss) / earnings per share
|
|
6 months ended 30 June 2026 |
|
6 months ended 30 June 2025 |
|
(Loss) / earnings for the purpose of calculating the basic and diluted (loss) / earnings per share being (loss) / profit for the period attributable to Owners of the Company (US$'000) |
(14,854) |
|
3,849 |
|
Earnings for the purpose of calculating the adjusted basic and diluted profit per share (US$'000) (Note 5) |
6,874 |
|
13,984 |
|
|
|
|
|
|
Weighted average number of shares ('000) |
1,152,166 |
|
1,110,462 |
|
Weighted average diluted number of shares ('000) |
1,161,044 |
|
1,140,943 |
|
|
|
|
|
|
Basic (loss) / earnings per share (cents) |
(1.29) |
|
0.35 |
|
Diluted (loss) / earnings per share (cents) |
(1.29) |
|
0.34 |
|
Adjusted earnings per share1 (cents) |
0.60 |
|
1.26 |
|
Adjusted diluted earnings per share1 (cents) |
0.59 |
|
1.23 |
Basic (loss) / earnings per share is calculated by dividing the (loss) / 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 (loss) / earnings per share is calculated by dividing the (loss) / 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. As at 30 June 2026, the effect of these adjustments are anti-dilutive, therefore, both basic and dilutive loss per share is same.
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 2026 000's |
30 June 2025 000's |
|
Weighted average basic number of shares in issue |
1,152,166 |
1,110,462 |
|
Weighted average effect of warrants |
- |
29,481 |
|
Weighted average effect of deferred share bonus plan |
349 |
271 |
|
Weighted average effect of long term incentive plan |
8,529 |
729 |
|
Weighted average diluted number of shares in issue |
1,161,044 |
1,140,943 |
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.
8 Revenue
|
|
30 June 2026 US$'000 |
|
30 June 2025 US$'000 |
|
Charter hire |
39,383 |
|
39,025 |
|
Lease income |
28,934 |
|
34,900 |
|
Messing and accommodation |
5,339 |
|
6,951 |
|
Maintenance service |
3,892 |
|
3,836 |
|
Mobilisation and demobilization |
1,671 |
|
2,212 |
|
Sundry income |
265 |
|
142 |
|
|
79,484 |
|
87,066 |
|
Revenue recognized - over time |
79,119 |
|
86,876 |
|
Revenue recognized - point in time |
365 |
|
190 |
|
|
79,484 |
|
87,066 |
Revenue by geographical segment is based on the geographical location of the customer as shown below:
|
|
30 June 2026 US$'000 |
|
30 June 2025 US$'000 |
|
United Arab Emirates |
23,058 |
|
23,392 |
|
Saudi Arabia |
18,625 |
|
24,538 |
|
Qatar |
20,573 |
|
29,950 |
|
Total - Middle East |
62,256 |
|
77,880 |
|
|
|
|
|
|
Total - Others |
17,228 |
|
9,186 |
|
|
|
|
|
|
Total - Worldwide |
79,484 |
|
87,066 |
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 also refer Note 5. Details are shown below:
|
Oil and gas |
62,389 |
|
77,880 |
|
Renewables |
17,095 |
|
9,186 |
|
|
79,484 |
|
87,066 |
9 Finance expenses
|
|
30 June 2026 US$'000 |
|
30 June 2025 US$'000 |
|
Interest on bank borrowings |
5,996 |
|
6,805 |
|
Interest on leases |
893 |
|
300 |
|
Other finance expenses |
44 |
|
459 |
|
Amortisation of borrowings issue cost |
716 |
|
513 |
|
|
7,649 |
|
8,077 |
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$'000 |
|
Cost |
|
|
|
|
|
|
Balance as at 1 January 2026 |
912,754 |
68,265 |
2,467 |
9,187 |
992,673 |
|
Additions |
48,810 |
499 |
58 |
3,107 |
52,474 |
|
Transfers |
615 |
898 |
- |
(1,513) |
- |
|
Balance as at 30 June 2026 |
962,179 |
69,662 |
2,525 |
10,781 |
1,045,147 |
|
|
|
|
|
|
|
|
Accumulated Depreciation and impairment |
|
|
|
|
|
|
Balance at 1 January 2026 |
380,166 |
32,354 |
2,276 |
2,845 |
417,641 |
|
Depreciation expense |
11,668 |
2,092 |
46 |
- |
13,806 |
|
Impairment charge |
22,741 |
- |
- |
- |
22,741 |
|
Balance as at 30 June 2026 |
414,575 |
34,446 |
2,322 |
2,845 |
454,188 |
|
|
|
|
|
|
|
|
Net Book Value as at 30 June 2026 |
547,604 |
35,216 |
203 |
7,936 |
590,959 |
|
|
|
|
|
|
|
|
|
Vessels |
Vessel spares, fitting and other equipment |
Others |
Capital work-in-progress |
Total |
|
|
US$'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 |
11,365 |
3,378 |
222 |
3,149 |
18,114 |
|
Disposals |
- |
- |
(5) |
- |
(5) |
|
Transfers |
3,189 |
628 |
- |
(3,817) |
- |
|
Balance as at 31 December 2025 |
912,754 |
68,265 |
2,467 |
9,187 |
992,673 |
|
|
|
|
|
|
|
|
Accumulated Depreciation and impairment |
|
|
|
|
|
|
Balance at 1 January 2025 |
349,139 |
28,144 |
2,203 |
2,845 |
382,331 |
|
Depreciation expense |
23,549 |
4,210 |
78 |
- |
27,837 |
|
Depreciation on disposals |
- |
- |
(5) |
- |
(5) |
|
Impairment charge |
19,487 |
- |
- |
- |
19,487 |
|
Reversal of impairment |
(12,009) |
- |
- |
- |
(12,009) |
|
Balance as at 31 December 2025 |
380,166 |
32,354 |
2,276 |
2,845 |
417,641 |
|
|
|
|
|
|
|
|
Net Book Value as at 31 December 2025 |
532,588 |
35,911 |
191 |
6,342 |
575,032 |
Impairment
In accordance with the requirements of IAS 36 - Impairment of Assets, the Group assesses at each reporting period if there is any indication an additional impairment would need to be recognised for its vessels and related assets, or if the impairment loss recognised in prior periods no longer exists or had decreased in quantum. Such indicators can be from either internal or external sources. In circumstances in which any indicators of impairment or impairment reversal are identified, the Group performs a formal impairment assessment to evaluate the carrying amounts of the Group's vessels and their related assets, by comparing against the recoverable amount to identify any impairments or reversals. The recoverable amount is the higher of the vessels and related assets' fair value less costs to sell and value in use.
The Group's fleet was subject to impairment assessments during fiscal years 2019 to 2025. Based on the impairment assessment reviews conducted in previous years, the Group recognised impairment losses and partial reversal of those impairment losses.
As at 30 June 2026, and in line with IAS 36 requirements, management concluded that a formal impairment assessment was required. Factors considered by management included increase in discount rate and ongoing geopolitical conflict in the Gulf region. The conflict has resulted in short-term disruption and changes in deployment plans. The impairment assessment as at 31 December 2025 had been conducted without incorporating the impact of the ongoing geopolitical situation in the Gulf region, as it was treated as a non-adjusting subsequent event for 2025 consolidated financial statements.
At each yearend, the Group obtains an independent valuation of its vessels for the purpose of its banking covenant compliance requirements. However, consistent with prior years, management does not consider these valuations to represent a reliable estimate of the fair value for the purpose of assessing the recoverable value of the Group's vessels, noting that there have been limited, if any, "willing buyer and willing seller" transactions of similar vessels in the current offshore vessel market on which such values could reliably be based. Due to these inherent limitations, management has again concluded that recoverable amount should be based on value in use.
The impairment review was performed for each cash-generating unit, by identifying the value in use of each vessel and of spares fittings, capitalised dry-docking expenditure, capital work in progress and right-of-use assets relating to operating equipment used on the fleet, based on management's projections of future utilisation, day rates and associated cash flows.
The projection of cash flows related to vessels and their related assets is complex and requires the use of a number of estimates, the primary ones being future day rates, vessel utilisation and discount rate.
In estimating the value in use, management estimated the future cash inflows and outflows to be derived from continuing use of each vessel and its related assets for the next three and half years based on its latest forecasts. The terminal value cash flows (i.e., those beyond the 3.5-year period) were estimated based on historic mid-cycle day rates and utilisation levels calculated by looking back as far as 2014, when the market was at the top of the cycle through to 2022 levels as the industry starts to emerge out of the bottom of the cycle, adjusted for anomalies. The terminal value cash flow assumptions are applied until the end of the estimated useful economic life of each vessel, which is consistent with the prior year. Such long-term forecasts also take account of the outlook for each vessel having regard to their specifications relative to expected customer requirements and about broader long-term trends including climate change.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate. The discount rate of 11.06% (31 December 2025: 10.85%) is computed on the basis of the Group's weighted average cost of capital. The cost of equity incorporated in the computation of the discount rate is based on the industry sector average betas, risk-free rate of return as well as Group specific risk premium reflecting any additional risk factors relevant to the Group. The cost of debt is based on the Group's actual cost of debt and the effective cost of debt reported by the peer group as at 30 June 2026. The weighted average is computed based on the industry capital structure.
The impairment review led to the recognition of impairment of US$ 22.7 million (31 December 2025: net impairment of US$ 7.5 million). The key reason for the impairment reflects a combination of a decrease in projected future cash flows operational disruptions due to the geopolitical conflict in the Gulf region, and increase in the discount rate from 10.85% to 11.06%, predominantly driven by increase in both cost of debt and equity of the Group.
In accordance with the Companies Act 2006, section 841(4), the following has been considered:
a) the Directors have considered the value of some/all of the fixed assets of the Group without revaluing them; and
b) the Directors are satisfied that the aggregate value of those assets are not less than the aggregate amount at which they were stated in the Group's accounts.
Details of the impairment / impairment reversal by cash-generating unit, along with the associated recoverable amount reflecting its value in use, are provided below:
|
Cash Generating Unit (CGUs) |
Impairment reversal / (Impairment) 30 June 2026 US$'000 |
Recoverable amount 30 June 2026 US$'000 |
Impairment reversal / (Impairment) 31 December 2025 US$'000 |
Recoverable amount 31 December 2025 US$'000 |
|
E-Class -1 |
- |
81,604 |
- |
87,135 |
|
E-Class -2 |
(1,526) |
64,067 |
9,857 |
66,622 |
|
E-Class -3 |
- |
86,872 |
- |
92,484 |
|
E-Class -4 |
- |
105,803 |
1,567 |
108,726 |
|
E-class |
(1,526) |
338,346 |
11,424 |
354,967 |
|
S-Class -1 |
- |
62,958 |
- |
66,029 |
|
S-Class -2 |
- |
68,959 |
- |
71,038 |
|
S-Class -3 |
- |
67,657 |
- |
68,340 |
|
S-Class -4 |
- |
76,642 |
- |
- |
|
S-class |
- |
276,216 |
- |
205,407 |
|
K-Class -1 |
(6,942) |
3,394 |
(7,861) |
10,969 |
|
K-Class -2 |
(1,721) |
15,661 |
(5,030) |
14,434 |
|
K-Class -3 |
(2,270) |
8,211 |
(3,170) |
10,630 |
|
K-Class -4 |
(9,397) |
6,790 |
585 |
14,694 |
|
K-Class -5 |
(885) |
13,340 |
(3,426) |
14,671 |
|
K-Class -6 |
- |
50,418 |
- |
50,725 |
|
K-class |
(21,215) |
97,814 |
(18,902) |
116,123 |
|
Total |
(22,741) |
712,376 |
(7,478) |
676,497 |
The table below compares the long-term day rate and utilisation assumptions used to project future cash flows from 2030 onward (the terminal value) with the day rates for second half of 2026 (H2 2026):
|
Vessels class |
Day rate change % on H2 2026 levels |
Utilisation change % on H2 2026 levels |
|
E-Class CGUs |
-2% |
-15% |
|
S-Class CGUs |
-12% |
-4% |
|
K-Class CGUs |
4% |
8% |
The table below compares the long-term day rate and utilisation assumptions used to forecast future cash flows during the period ended 30 June 2026 against the Group's long-term assumptions in the impairment assessment performed as at 31 December 2025:
|
Vessels class |
Day rate change % on 2025 levels |
Utilisation change % on 2025 levels |
|
E-Class CGUs |
0.0% |
0.0% |
|
S-Class CGUs |
0.0% |
0.0% |
|
K-Class CGUs |
0.0% |
0.0% |
Additional impairment losses primarily reflects the changes in short-term forecast day rates and utilisation due to the geopolitical conflict in the Gulf region and increase in discount rate. When reviewing the longer-term assumptions, the Group has continued to assume a lower day rate and utilisation for terminal values to reflect higher competition in the market for smaller vessels.
Key assumption sensitivities
The Group has conducted an analysis of the sensitivity of the impairment test to reasonable possible changes in the key assumptions (long-term day rates, utilisation and pre-tax discount rates) used to determine the recoverable amount for each vessel as follows:
|
Day rates |
Day rates higher by 10% |
Day rates lower by 10% |
||
|
Vessels class |
Impact (in US$ million) |
Number of vessels impacted |
Impact (in US$ million) |
Number of vessels impacted |
|
|
(Impairment)/ impairment reversal of* |
|
(Impairment)/ impairment reversal of* |
|
|
|
|
|
|
|
|
E-Class CGUs |
11.9 |
1.0 |
(25.0) |
4.0 |
|
S-Class CGUs |
- |
- |
(4.4) |
1.0 |
|
K-Class CGUs |
(2.7) |
5.0 |
(47.3) |
6.0 |
|
Total fleet |
9.1 |
6.0 |
(76.7) |
11.0 |
*This reversal of impairment / (impairment charge) is calculated on carrying values before the adjustment for impairment in 2026.
There would be incremental impairment reversal of US$ 31.9 million and impairment charge of US$ 53.9 million for the 10% increase and decrease in day rates assumption respectively. There would be no additional effect of impairment charge on corporate assets under the day rates sensitivity.
The total recoverable amounts of the Group's vessels as at 30 June 2026 would have been US$ 840.3 million under the increased day rates sensitivity and US$ 584.4 million for the reduced day rate sensitivity.
|
Utilisation |
Utilisation higher by 10% |
Utilisation lower by 10% |
||
|
Vessels class |
Impact (in US$ million) |
Number of vessels impacted |
Impact (in US$ million) |
Number of vessels impacted |
|
|
(Impairment)/ impairment reversal of* |
|
(Impairment)/ impairment reversal of* |
|
|
|
|
|
|
|
|
E-Class CGUs |
7.6 |
1.0 |
(25.0) |
4.0 |
|
S-Class CGUs |
- |
- |
(4.4) |
1.0 |
|
K-Class CGUs |
(3.8) |
5.0 |
(47.3) |
6.0 |
|
Total fleet |
3.8 |
6.0 |
(76.7) |
11.0 |
*This reversal of impairment / (impairment charge) is calculated on carrying values before the adjustment for impairment in 2026.
There would be incremental impairment reversal of US$ 26.6 million and impairment charge of US$ 53.9 million for the 10% increase and decrease in utilisation assumption respectively. There would be no additional effect of impairment charge on corporate assets under the utilisation sensitivity.
The total recoverable amounts of the Group's vessels as at 30 June 2026 would have been US$ 798.5 million under the increased utilisation sensitivity and US$ 584.4 million for the reduced utilisation sensitivity.
Management would not expect an assumption change of more than 10% across all vessels within the next financial year, and accordingly, believes that a 10% sensitivity to day rates and utilisation is appropriate.
Discount rate
An additional sensitivity analysis was conducted by adjusting the pre-tax discount rate upwards and downwards by 100 basis points (1%). Given that the change in the discount rate from the previous year is less than 100 basis points, such sensitivity was deemed appropriate for this analysis.
|
|
Discount rate higher by 1% |
Discount rate lower by 1% |
||
|
|
|
|
|
|
|
Vessels class |
Impact (in US$ million) |
Number of vessels impacted |
Impact (in US$ million) |
Number of vessels impacted |
|
|
(Impairment)/ impairment reversal of* |
|
(Impairment)/ impairment reversal of* |
|
|
|
|
|
|
|
|
E-Class CGUs |
(5.4) |
1.0 |
2.8 |
1.0 |
|
S-Class CGUs |
- |
- |
- |
- |
|
K-Class CGUs |
(25.9) |
6.0 |
(18.9) |
5.0 |
|
Total fleet |
(31.3) |
7.0 |
(16.1) |
6.0 |
*This (impairment charge) / impairment reversal is calculated on carrying values before the adjustment for impairment in 2026.
There would be incremental impairment charge of US$ 8.6 million and impairment reversal of US$ 6.7 million for the 10% increase and decrease in pre-tax discount rate assumption respectively.
The total recoverable amounts of the vessels as at 30 June 2026 would have been US$ 762.7 million under the reduced discount rate sensitivity and US$ 667.7 million for the increased discount rate sensitivity.
11 Dry docking expenditure
|
|
30 June |
|
31 December |
|
|
US$'000 |
|
US$'000 |
|
At 1 January |
15,577 |
|
11,867 |
|
Expenditure incurred during the period/year |
2,077 |
|
11,859 |
|
Amortised during the period/year |
(4,215) |
|
(8,149) |
|
|
|
|
|
|
|
13,439 |
|
15,577 |
12 Net investment in finance lease receivable
During the period, the Group has sub-leased a vessel that had initially been presented as right of use asset. The Group recognised a gain of US$ 1.6 million on derecognition of right of use asset pertaining to the vessel and presented the gain as part of "Other income". The Group also recognised interest income on lease receivables of US$ 0.5 million.
Net investment in finance lease receivable is presented in the condensed consolidated interim financial position as follows:
|
|
30 June |
|
31 December |
|
Non-current |
US$'000 |
|
US$'000 |
|
Net investment in finance lease receivable |
9,452 |
|
- |
|
|
|
|
|
|
Current |
|
|
|
|
Net investment in finance lease receivable |
16,803 |
|
- |
|
|
|
|
|
|
|
26,255 |
|
- |
The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date.
|
|
30 June |
|
31 December |
|
|
US$'000 |
|
US$'000 |
|
Less than one year |
17,762 |
|
- |
|
One to two years |
9,659 |
|
- |
|
Total undiscounted lease receivable |
27,421 |
|
- |
|
Unearned finance income |
1,166 |
|
- |
|
Net investment in the lease receivable |
26,255 |
|
- |
13 Trade receivables
|
|
30 June |
|
31 December |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Trade receivables |
31,584 |
|
37,842 |
|
Less: Allowance for expected credit losses |
(3,996) |
|
(3,913) |
|
|
|
|
|
|
Net trade receivables |
27,588 |
|
33,929 |
14 Prepayments, advances and other receivables
|
|
30 June |
|
31 December |
|
|
US$'000 |
|
US$'000 |
|
|
|
|
|
|
Accrued revenue |
11,300 |
|
5,919 |
|
Prepayments |
14,350 |
|
4,451 |
|
Advances to suppliers |
3,803 |
|
6,816 |
|
Deposits |
74 |
|
213 |
|
|
|
|
|
|
|
29,527 |
|
17,399 |
15 Share capital
Ordinary shares at £0.02 per share
|
|
Number of ordinary shares |
|
Ordinary shares |
|
|
('000) |
|
US$'000 |
|
|
|
|
|
|
At 1 January 2026 |
1,152,166 |
|
33,584 |
|
|
|
|
|
|
As at 30 June 2026 |
1,152,166 |
|
33,584 |
|
At 1 January 2025 |
1,069,946 |
|
31,472 |
|
Issue of share capital (Note 18) |
82,220 |
|
2,112 |
|
|
|
|
|
|
As at 31 December 2025 |
1,152,166 |
|
33,584 |
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 $46.4 million was made from Share capital - Deferred to a Capital redemption reserve. There was no dilution to the shares ownership as a result of the share reorganisation.
Under the Companies Act, a share buy‑back by a public company can only be financed through distributable reserves or the proceeds of a fresh issue of shares made for the purpose of financing a share buyback. The Company had sufficient reserves to purchase the Deferred shares for £1.00.
16 Capital redemption reserve
The capital redemption reserve with a value of US$ 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 |
164,351 |
|
184,351 |
|
Bridge facility |
37,400 |
|
- |
|
Less: Unamortised issue costs |
(4,374) |
|
(4,130) |
|
|
197,377 |
|
180,221 |
|
|
30 June US$'000 |
|
31 December US$'000 |
|
At 1 January |
184,351 |
|
241,189 |
|
Repayment of bank borrowings |
(20,000) |
|
(56,838) |
|
Additional bank borrowings |
37,400 |
|
- |
|
Unamortised issue costs incurred |
(5,090) |
|
(5,167) |
|
Amortisation of issue costs |
716 |
|
1,037 |
|
|
|
|
|
|
At period / year end |
197,377 |
|
180,221 |
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 |
121,804 |
|
142,224 |
|
|
|
|
|
|
Current |
|
|
|
|
Bank borrowings - scheduled repayments within one year |
75,573 |
|
37,997 |
|
|
|
|
|
|
|
197,377 |
|
180,221 |
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 working capital facility includes a cash commitment of 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 facility is secured by mortgage of 13 vessels owned by the Group with a net book value of US$ 547.6 million, including the assignment of trade receivables amounting to US$ 31.6 million, bank balance amounting to US$ 16.4 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 2026 and are expected to be compliant in the next 12 months from the approval of these condensed consolidated interim financial statements. |
During the period, the Group obtained US$ 37.4 million interim loan facility, to partially finance the acquisition of a new mid-class vessel, provided by a bank that is part of the Group's existing lending syndicate.
Following the period end, the interim loan facility is converted within the Company's existing lending arrangements, with the same syndicate of lenders and on the same commercial terms. The additional facility will be settled in 20 quarterly instalments over five years starting September 2026.
Further, to support its growing operations, the Group also secured an additional AED‐equivalent US$7.5 million working capital facility from one of the banks in its lending syndicate. The working capital facility includes a cash commitment of US$ 3.0 million, but if no cash is drawn, the full facility remains available for performance bonds and guarantees.
The Group is exposed to cash flow interest rate risk on its bank borrowings. The Group enters into floating interest rate instruments for the same. Further, the Group has entered into an IRS to partially hedge its exposure. The IRS hedges the risk of variability in interest payments by converting a floating rate liability to a fixed rate liability. Refer Note 18 for more details.
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 2026 would decrease/increase by US$ 1.0 million (six-month period ended June 2025: US$ 1.1 million). This is mainly attributable to the Group's exposure to interest rates on its variable rate borrowings. Carrying amount of borrowings approximates their fair value at the period end.
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 2025, 52,556,697 warrants were exercised by the holders resulting in issuance of 82,219,697 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. This fair value is added to the actual cash raised of US$ 6.1 million, in line with Companies Act 2006 to give a total increase in share capital and share premium of US$ 19.4 million. No issue cost paid. 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.
On the expiry date of the warrants, i.e. 30 June 2025, 846,550 warrants remained unexercised. These were derecognised and the related fair value of US$ 0.1 million was recognised in profit or loss during that year.
Interest Rate Swap (IRS)
The Group entered into an IRS during 2025 to partially hedge its variable interest risk exposure. The notional amount under the IRS is AED 106.9 million (US$ 29.2 million) (31 December 2025: AED 120.0 million (US$ 32.7 million)) reducing over the term of the IRS on a quarterly basis, maturing on 31 December 2027. Further, during the year the Group entered into another IRS to further hedge its variable interest risk exposure. The notional amount under the new IRS is AED 208.8 million (US$ 57.0 million) reducing over the term of the IRS on a quarterly basis, maturing on 23 March 2028. As at 30 June 2026, the notional amount of this IRS is AED 196.7 million (US$ 53.7 million). The fair value of the IRS contracts as at 30 June 2026 was an asset of US$ 0.2 million (31 December 2025: liability of US$ 0.1 million). The unrealised gain for the period is US$ 0.3 million (2025: unrealised loss US$ 0.1 million) accordingly, recognised in the consolidated statement of profit or loss and other comprehensive income.
Forward Foreign Exchange Contracts (FX contracts)
The Group entered into FX contracts during 2025 to hedge its exposure for USD to AED fluctuations for the repayment of its Dirham-based term loan. The notional amount of FX contracts is AED 607.2 million (US$ 165.9 million) (31 December 2025: AED 681.8 million (US$ 186.3 million)) reducing on a quarterly basis in line with the quarterly principal repayments due on the term loan, maturing on 31 December 2029. The fair value of the contract as at 30 June 2026 was a liability of US$ 0.5 million (31 December 2025: US$ 0.5 million). The unrealised gain for the period is US$ 0.1 million (2025: unrealised loss US$ 0.5 million) accordingly, recognised in the consolidated statement of profit or loss and other comprehensive income.
Derivative financial instruments are made up as follows:
|
|
FX contracts |
|
IRS |
|
Warrants |
|
Total |
|
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
US$'000 |
|
At 1 January 2025 |
- |
|
- |
|
(9,192) |
|
(9,192) |
|
Impact of change in fair value of derivatives |
(510) |
|
(131) |
|
- |
|
(641) |
|
Impact of change in fair value of warrants exercised |
- |
|
- |
|
(4,298) |
|
(4,298) |
|
Derecognition of un-exercised warrants |
- |
|
- |
|
146 |
|
146 |
|
Impact on profit or loss |
(510) |
|
(131) |
|
(4,152) |
|
(4,793) |
|
|
|
|
|
|
|
|
|
|
Derecognition of warrants exercised |
- |
|
- |
|
13,344 |
|
13,344 |
|
At 31 December 2025 |
(510) |
|
(131) |
|
- |
|
(641) |
|
|
|
|
|
|
|
|
|
|
Unrealized gain/(loss) on changes in FV of derivative |
61 |
|
286 |
|
- |
|
347 |
|
Realized gain/(loss) on changes in FV of derivative |
(50) |
|
42 |
|
- |
|
(8) |
|
|
11 |
|
328 |
|
- |
|
339 |
|
At 30 June 2026 |
(499) |
|
197 |
|
- |
|
(302) |
IFRS 13 fair value hierarchy
The following table provides information about the valuation techniques and significant unobservable inputs:
|
Description |
Valuation technique |
Significant unobservable inputs |
Inter-relationship between significant unobservable inputs and fair value measurement |
|
Interest rate swaps |
Swap models: The fair value is calculated as the present value of estimated future cash flows. Estimates of future floating rate cash flows are based on quoted swap rates, future prices and interbank borrowing rates. Estimated cash flows are discounted using a yield curve constructed from similar sources and which reflects the relevant benchmark interbank rate used by market participants for this purpose when pricing interest rate swaps. |
Not applicable |
Not applicable |
|
Forward foreign currency contract |
Forward pricing: The fair value is determined using quoted foreign exchange rates at the reporting date and present value calculations based on high credit quality yield curves in the respective currencies. |
Not applicable |
Not applicable |
The Group has IRS and FX contracts as financial instruments that are classified as Level 2 in the fair value hierarchy. The fair value of the Group's derivatives as at 30 June 2026 and 31 December 2025 has been arrived at on the basis of a valuation carried out by independent counterparty banks. Favourable and unfavourable changes in the value of financial instruments are determined on the basis of changes in the value of the instruments as a result of varying the levels of the unobservable parameters, quantification of which is judgemental. There have been no transfers between Level 2 and Level 3 during the period ended 30 June 2026 and 31 December 2025. There are no non-recurring fair value measurements.
19 Contingent liabilities
As at 30 June 2026, the banks acting for Gulf Marine Services FZE, one of the subsidiaries of the Group, had issued performance bonds amounting to US$ 26.6 million (31 December 2025: US$ 25.7 million), all of which were counter-indemnified by other subsidiaries of the Group.
20 Capital commitments
|
|
30 June 2026 |
31 December 2025 |
|
|
US$'000 |
US$'000 |
|
Contractual capital commitments |
5,093 |
16,043 |
Capital commitments comprise mainly capital expenditure, which has been contractually agreed with suppliers for future periods for equipment or the refurbishment of existing vessels.
21 Long term incentive plans
Long term incentive plans (LTIPs)
On 11 June 2025 and 15 May 2026, the Group has granted LTIPs 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 these LTIPs is 14,042,857.
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 dates LTIPs were awarded to senior management, the Group also granted its Executive Chairman DSBP awards. These awards, which are equivalent to a total of 569,135 shares of the Company, pertain to the relevant proportion of the Executive Chairman's previous years' annual bonuses deferred under the terms of the shareholder-approved Directors' Remuneration Policy. These shares will generally vest after two years from
1 January 2025 and 1 January 2026, respectively.
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 2026 |
|
31 December 2025 |
||||
|
|
No. of LTIPs |
|
No. of DSBP |
|
No. of LTIPs |
|
No. of DSBP |
|
At beginning of the year |
6,595,292 |
|
271,403 |
|
- |
|
- |
|
Granted during the period |
7,447,565 |
|
297,732 |
|
6,595,292 |
|
271,403 |
|
|
|
|
|
|
|
|
|
|
At the end of the period |
14,042,857 |
|
569,135 |
|
6,595,292 |
|
271,403 |
The total expense recognised during the period with respect to LTIPs and DSBP amounted to US$ 372k
(30 June 2025: US$ 88k).
|
|
LTIP |
DSBP |
|
LTIP |
DSBP |
|
|
|
|
|
|
|
|
Grant date |
11 June 2025 |
11 June 2025 |
|
15 May 2026 |
15 May 2026 |
|
|
|
|
|
|
|
|
Share price at grant date |
£0.21 |
£0.21 |
|
£0.20 |
£0.20 |
|
|
|
|
|
|
|
|
Exercise price |
£0.00 |
£0.00 |
|
£0.00 |
£0.00 |
|
|
|
|
|
|
|
|
Performance measurement period |
1 January 2025 to 31 December 2027 |
- |
|
1 January 2026 to 31 December 2028 |
- |
|
|
|
|
|
|
|
|
Vesting date |
11 June 2028 |
1 January 2027 |
|
15 May 2029 |
1 January 2028 |
|
|
|
|
|
|
|
|
Dividend yield |
0.0% |
- |
|
0.0% |
- |
|
|
|
|
|
|
|
|
Risk-free rate |
3.8% |
- |
|
4.47% |
- |
|
|
|
|
|
|
|
|
Fair value |
£1,064,561 |
£56,316 |
|
£928,019 |
£58,236 |
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 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
Transactions with related parties during the period were as follows:
|
|
30 June 2026 US$'000 |
|
30 June 2025 US$'000 |
|
Emirates Insurance Company |
1 |
|
24 |
|
Catering services for vessel Pepper from |
10 |
|
- |
|
Laboratory services from Aman Integrated Solutions LLC |
2 |
|
5 |
Related party balances included in trade and other payables are as follows:
|
|
30 June 2026 US$'000 |
|
31 December 2025 US$'000 |
|
Sigma Enterprise Company LLC |
851 |
|
775 |
|
Aman Integrated Solutions LLC |
7 |
|
4 |
|
Emirates Insurance Company |
3 |
|
- |
|
National Catering Company Limited WLL |
10 |
|
5 |
23 Events after the reporting period
Subsequent to the period end, the Group:
- Has converted its interim loan facility used to acquire a new vessel into a long‐term term loan within the Group's existing lending arrangements (Refer Note 17).
- Has secured an additional AED‐equivalent US$ 7.5 million working capital facility, from one of the banks in its lending syndicate, to support its growing operations (Refer Note 17).
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.
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 revenue - represents revenue after removing the impact of finance lease accounting relating to a leased vessel.
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.
Adjusted net profit - represents net profit after removing the impact of exceptional items.
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 - EBITDA after other adjusting items.
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. A reconciliation of this measure is provided in Note 5.
Adjusted EBITDA margin - represents adjusted EBITDA divided by adjusted revenue. This measure provides additional information on underlying performance as a percentage of adjusted revenue derived from the Group.
Adjusted gross profit/(loss) - represents gross profit/loss after removing the impact of reversal of impairment/ impairment charges and other adjusting items.
This measure provides additional information on the core profitability of the Group. A reconciliation of this measure is provided in Note 5.
EBITDA - represents earnings before interest, tax, depreciation and amortisation and any impairment charge or reversal, which represents operating profit after adding back depreciation and amortisation.
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 (statutory bank borrowings after adding back unamortised issue costs) 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 |
|
Statutory bank borrowings |
197,377 |
|
180,221 |
|
Add back: unamortised issue costs |
4,374 |
|
4,130 |
|
Less: cash and cash equivalents |
(16,358) |
|
(27,755) |
|
|
185,393 |
|
156,596 |
Underlying cost of sales- 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 |
54,661 |
|
51,548 |
|
Less: depreciation and amortisation (Note 5) |
(22,122) |
|
(22,084) |
|
|
32,539 |
|
29,464 |
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. |
|
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 |
|
Debt Service Cover |
represents the ratio of Adjusted EBITDA to debt service. |
|
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) Including the amount of the capital element of any amounts payable under any Finance Lease in respect of that period; and iii) Adjusted as a result of any voluntary or mandatory prepayment |
|
GCC |
Gulf Cooperation Council |
|
GMS core fleet |
consists of 15 SESVs |
|
G&A spend |
means that the general and administrative expenses calculated on an accruals basis should be no more than the G&A maximum spend for any relevant period. |
|
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. |
|
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. |
|
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, and other adjusting items. |
|
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.
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