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ADS Maritime Holding

Quarterly Report Nov 17, 2023

8170_rns_2023-11-17_9d4959fb-4f05-4711-bc19-ce40c53021ea.pdf

Quarterly Report

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REPORT

ADS MARITIME HOLDING PLC Q3 2023 REPORT established in 2018 and listed on the Euronext Growth Oslo Stock Exchange Company focuses on making counter-cyclical investments within the maritime sector. A typical investment can be ownership of 10% - 25% of a shipping project, whereby the Company may also earn fees through various roles such as Arrangement fees, Business Management fees and Commercial Management fees. Should the opportunity arise for a larger investment that is attractive and fits the strategy, the Company will seek to raise external debt and/or equity to fund such growth. Furthermore, ADSMH is also open to investing in other financial instruments within the maritime sector.

The investments

During the first nine months following investments:

1. subscribed for 20% interest in VLCC

which is trading in Navig8 VL8 pool. The VLCC PLSA was firm until May 2023 with an option period of 12 months until May 2024, which was declared in March 2023. If the pool earnings related to the vessel are higher than the charter rate guaranteed to the vessel owner, ADSMH receives its 20% share of the surplus. Similarly, ADSMH will be liable to pay the vessel owner its share of the shortfall below the guaranteed charter rate, should the pool earnings fall below this threshold. During the first three quarters 2023, the market for VLCCs has been favorable, resulting in solid cash flow to ADSMH from this investment. 2. - subscribed for 20% interest in MR tanker

is trading in Navig8 ECO MR pool. The MR tanker PLSA is firm for 36 months until June 2025. As for the VLCC PLSA, if the pool earnings related to the vessel are higher than the charter rate guaranteed to the vessel owner, ADSMH receives its 20% share of the surplus. Similarly, ADSMH will be liable to pay the vessel owner its share of the shortfall below the guaranteed charter rate, should the pool earnings fall below this threshold. During the first three quarters 2023, the market for MR tankers has been favorable, resulting in solid cash flow to ADSMH from this investment. dividend of USD 150k and during Q2 a dividend of USD 675k from the AET investment. 4. - investments in MR tankers

3. investment in shuttle tankers

In June 2022, the Company acquired a 5% shareholding in AET Sea Shuttle AS and AET Sea Shuttle II AS, the owners of 4 modern shuttle tankers (of which two are built in 2015 and two in 2019) operating in the North Sea, mainly on long term charters to Equinor. During Q1 2023, the Company received a

Company is also acting as Disponent Owner for the project. The Company has during Q3 2023 received USD 100K repayment of invested capital.

ADS MARITIME HOLDING PLC

Q3 2023 REPORT 5. - investment in Dive Support Vessel In March 2023, the Company acquired a 10% shareholding in ParDive Subsea AS, the owner of the Dive s as Commercial Manager with primary responsibility The Company has during Q2 2023 received USD 175k and during Q3 USD 185k repayment of invested capital. Oslo Stock Exchange) at market terms of NOK 141,20 per share. All shares in GCC have during Q2 2023 been sold with profit. 7. Golden Ocean Group Lshare acquisition in listed shipowning dry bulk carrier On 6 June 2023, the Company acquired 130.000 shares in Golden Ocean Group GOGL Stock Exchange) at market terms of NOK 84,222 per share. The Company has received dividend of USD 13k during Q3 from the investment.

6. share acquisition in listed shipowning car carrier

On 30 March 2023, the Company acquired 152.

Financial results

Since the Company does not hold any controlling interest in the various shipowning companies it is invested in, the vessels` revenue and operational expenditures are not consolidated in the Profit and statement in the following way: When comparing the financial results of Q3 2023 and year to date Q3 2023 with the same period last year, please note that investments in the current portfolio were either made after Q3 2022 or were at a In Q3 2023, the Company reports revenue of USD 53k (2022: USD 4k) and year to date Q3 2023 USD 1 026k (2022: USD 4k). Main part of the revenue was dividend received and management fees. Total operating expenses during Q3 2023 were USD 249k (2022: USD 311k) and year to date 2023 USD 847k (2022: USD 441k). The increased revenue and costs reflect the increased activity in the Company.

    1. Revenue typically consists of dividends received and various management fees. 2. Both the direct shipping investments (AET, UOP and ParDive), the PLSA agreements for two vessels and the GCC and GOGL shares are categorized as financial assets. Fair value assessments are made regularly for all investments, and any change in the fair value will be categorized in Net Finance.

very early stage and that there was limited activity in the Company during that period.

Finance cost of USD 608k in Q3 2023 (2022: USD 157k) and year to date 2023 USD 903k (2022: USD

196k).

Finance income of USD 1 237k in Q3 2023 (2022: USD 1 835k) and year to date 2023 USD 2 321k (2022: USD 1 854k). This is mostly related to the fair value assessment of the PLSA agreements and other financial assets. Both the VLCC and MR tanker markets have been strong during the first nine months in 2023, resulting in positive adjustments to the valuations and strong cash flows.

ADS MARITIME HOLDING PLC Q3 2023 REPORT Profit before tax was USD 433k in Q3 2023 (2022: USD 1 371k) and year to date 2023 USD 1 597k (2022: USD 1 221k)

The Company holds total assets of USD 29 506k, of which USD 9 396k is cash and cash equivalents. Total equity is USD 17 803k or 60,3% of total assets. Total cash and cash equivalents reduced by USD 2 570k to USD 9 396k during first nine months 2023. Total net investments including sale and purchase of shares were USD 5 135k, meaning that the underlying cash flow from operations and existing investments was positive with USD 2 565k.

Risk factors

The Company is exposed to several segments within the shipping industry, all of which are exposed to various types of risks. For further details on the risk factors the Company is exposed to, please see note 3 of the 2022 Annual Report.

Interim consolidated statement of comprehensive income

underlying cash flow from operations and existing investments was positive with USD 2 565k.
Risk factors
The Company is exposed to several segments within the shipping industry, all of which are exposed to
3 of the 2022 Annual Report.
Interim consolidated statement of comprehensive income
(In thousands of USD)
Note
2023
01.07-30.09
2022
01.07-30.09
2023
01.01-30.09
2022
01.01-30.09
2022
01.01-31.12
Revenue
Other income 53 4 1 026 4 150
Total revenue 53 4 1 026 4 150
Operating expenses
Personnel cost (131) (121) (537)) (121) (343)
General & administrative costs (104) (177) (270) (307) (480)
Depreciation
Total operating expenses
(14)
(249)
(14)
(311)
(40)
(847)
(14)
(441)
(29)
(852)
Operating profit (196) (307) 179 (437) (703)
Finance cost (608) (157) (903)
2 321
(196)
1 854
(316)
Finance income 1 237 1 835 2 975
Profit before tax 433 1 371 1 597 1 221 1 957
Income tax (10) (16) (31) (16) -
Profit after tax and total comprehensive income 423 1 355 1 566 1 205 1 957
(In USD)
Earnings per share attributable to equity holders 0,01 0,02 0,02 (0,02) 0,03
-
Basic and diluted

Q3 2023 REPORT Interim consolidated statement of financial position

Interim consolidated statement of financial position
(In thousands of USD)
Note
2023
30.09
2022
30.09
2022
31.12
Assets
Non-current assets 8
Right of use assets 308 354 376
Financial assets at fair value
through profit and loss
18 144 10 332 13 317
Other non-currents assets 545 545 545
Total non-current assets 18 997 11 240 14 237
Current assets
Financial assets
at fair value through profit and loss-current
143 738 630
Other current assets 970 698 1 135
Cash and cash equivalents 9 396 13 639 11 966
Total current assets 10 509 15 075 13 371
Total assets 29 506 26 315 27 968
Equity and liabilities
Equity
Issued share capital 14 202 14 202 14 202
Share premium 207 207 207
Other issued share capital 410 410 410
Retained earnings 2 985 303 1 696
Total equity 17 803 15 122 16 514
Non-current liabilities
Lease liability
Long term-loan
281
10 980
310
10 621
329
10 561
Total non-current liabilities 11 261 10 931 10 890
Current liabilities
Lease liability 34 47 47
Other current liabilities 312 247 339
Trade payables 96 (31) 179
Total current liabilities 442 263 565
Total liabilities 11 703 11 194 11 454
Total equity and liabilities 29 506 26 351 27 968

ADS MARITIME HOLDING PLC Q3 2023 REPORT Interim consolidated statement of cash flows

Interim consolidated statement of cash flows
2023 Q3 2022 2022
(In thousands of USD) 01.01-30.09 01.01-30.09 01.01-31.12
Cash flow from operating activities
Profit for the period 1 566 1 205 1 957
Adjustment for non-operating cash flow items
Depreciation 40 14 29
Fair value adjustment 251 (1
268)
(1
386)
Unrealized foreign currency gain(-)/loss(+) -
Dividend received (871)
Interest expense 616 148 288
Interest income (504) (3) (155)
Operating cash flow before working capital items 1 097 95 734
Working capital movements 55 (1
237)
(1
180)
Total operating cashflow 1 152 (1
142)
(446)
Cash flow from investing activities
Investment in
subsidiaries
- -
Investment in financial assets at fair value (5
123)
(11 240) (12
560)
Change in intercompany receivables - - -
Dividend and
capital received
1 331 - -
Total cash flows used in investing activities (3
792)
(11 240) (12
560)
Cash flow from financing activities
Proceeds from share issue - 9 990 9 935
Proceeds from loan - 10 931 10 281
Lease payment - - (35)
Interest paid - (2) (2)
Interest received 205 3 155
Dividend and capital repaid 150
Total cash flow from financing activities 205 21 072 20 334
Effect from foreign currency revaluation on cash (136) 256 (56)
Net increase in cash and cash equivalents (2
571)
8 946 7 273
Cash and cash equivalents at beginning of period 11 966 4 693 4 693
Cash and cash equivalents at end of period 9 395 13 639 11 966
Interim consolidated statement of changes in equity
(In thousands of USD apart from number of shares) Number of
shares
Issued
share
capital
Share
premium
Other issued
share
capital
Retained
earnings
Total equity
Balance at 1 January
2022
23
390 300
4 678 207 - (256) 4 629
Issue
of share capital
7/7/2022 at NOK 2,10 per share
47
619 048
9 524 410 9 934
Total comprehensive income for the period - - - - 1 205 1 205
Currency translation and other effects -
-
- - (646) (646)
Balance at 30 September 2022 71
009 348
14 202 207 410 303 15 122
(In thousands of USD apart from number of shares) Number of
shares
Issued
share
capital
Share
premium
Other issued
share
capital
Retained
earnings
Total equity
Balance at 1 January
2023
71
009 348
14 202 207 410 1 695 16 514
Total comprehensive income for the period - - - - 1 566 1 566
Currency translation and other effects -
-
- - (278) (278)

Q3 2023 REPORT Interim consolidated statement of changes in equity

Issue
of share capital
7/7/2022 at NOK 2,10 per share 47
619 048
9 524 410 9 934
Currency translation and other effects -
-
- - (646) (646)
Balance at 30 September 2022 71
009 348
14 202 207 410 303 15 122
(In thousands of USD apart from number of shares) Number of
shares
Issued
share
capital
Share
premium
Other issued
share
capital
Retained
earnings
Total equity
Balance at 1 January
2023
71
009 348
14 202 207 410 1 695 16 514
Currency translation and other effects -
-
- - (278) (278)
Balance at 30 September
2023
71
009 348
14 202 207 410 2 984 17 803
At 30 September
2023
the Company had issued 71.009.348
14.202
million.
shares with par value USD 0.20 per share, totaling USD

ADS MARITIME HOLDING PLC Q3 2023 REPORT Notes to the interim consolidated financial statements

  1. General information These interim unaudited consolidated financial statements of ADS Maritime Holding Plc ADS Maritime Holding 2023. 2. Significant accounting policies

ADS Maritime Holding Plc is a public limited company listed on the Euronext Growth at the Oslo Stock Exchange. The Company is incorporated in Cyprus and the address of its registered office is OSM House, 22 Amathountos, 4532 Agios Tychonas, Limassol, Cyprus. The Company is domiciled in Cyprus and has Norwegian subsidiaries based in Arendal, Norway. The principal activities of the Company are shipping investments.

2.1. Basis of preparation These interim financial statements are prepared in accordance with IAS 34 Interim financial reporting as issued by the International Accounting Standards Board (IASB) and as adopted by the EU. The interim financial statements do not include all the information and disclosures required by International Financial Reporting Standards (IFRS) for a complete set of financial statements. those applied in the audited annual consolidated financial statements for the year ended 31 December 2022 unless otherwise stated below. Please refer to Note 2 Significant accounting policies in the 2022 Annual Report for information The Company currently holds investments as described in page 4 in this report. At the end of Q3 2023 the Company had approximately USD 9 396k cash at bank. The Company expects to be reliant on new financing should it consider

The accounting principles applied by the Company in these interim consolidated financial statements are consistent with on

2.2. Going concern

These financial statements have been prepared based on the assumption of going concern.

larger investments in the future.

Cyprus

ADS Maritime Holding Plc, OSM House, 22 Amathountos 4532 Agios Tychonas Limassol, Cyprus Tel +357 25335501

Norway

ADSMH Management AS, PO Box 198, 4802 Arendal, Norway Tel: +47 41 49 40 00

Visiting Address Norway Sandvigveien 19 4816 Kolbjørnsvik Norway

Email: [email protected]

www.adsmh.com

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