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ADS Maritime Holding
Annual / Quarterly Financial Statement • Feb 27, 2025
8170_rns_2025-02-27_39e33b71-55be-4397-8875-ef0ae3bbbb70.pdf
Annual / Quarterly Financial Statement
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FOURTH QUARTER 2024 REPORT
ADS Maritime Holding Plc ("The Company" or "ADSMH") is a shipping investment company established in 2018 and listed on the Euronext Growth Oslo Stock Exchange with the ticker symbol "ADS". The 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 2024, the Company's investment portfolio has consisted of the following investments:
- Profit and Loss Sharing Agreement ("PLSA") – subscribed for 20% interest in VLCC
In April 2022, ADSMH entered a PLSA for a 20% interest in the VLCC "FPMC C Melody" (built 2011) 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. Furthermore, it was agreed in April 2023 to extend the contract for a further 2 months ending August 5th, 2024. 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 first eight months of 2024, the market for VLCCs has been favorable, resulting in solid cash flow to ADSMH from this investment. After the contract ended in August 2024, the Company has received USD 337,6k return of capital which was paid in as working capital when the contract was entered into.
- Profit and Loss Sharing Agreement ("PLSA") - subscribed for 20% interest in MR tanker
In May 2022, ADSMH entered a PLSA for a 20% interest in the MR tanker "Ayoe" (built 2020) which 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 nine months of 2024, the market for MR tankers has been favorable, resulting in solid cash flow to ADSMH from this investment. During Q4 2024 the MR market has been weak, resulting in net cash outflow. The total cashflow for the year has remained positive, despite the Q4 2024 cash outflow.
AET Sea Shuttle ("AET") – 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. The purchase of the shares in 2022 was financed by an interest free sellers' credit with no interest and instalments for the first 2 years. The loan has been refinanced in June 2024 with a USD 6 mill downpayment with the remaining amount to continue with no instalments for the next 2 years, interest on the loan will be SOFR + 4% margin payable quarterly. In Q4 the Company decided to do a full repayment on the loan related to the investment
including interest to avoid the interest cost on the loan going forward. During 2024, the Company has not received dividend from the AET investment.
3. United Overseas Products AS ("UOP") - investments in MR tankers
In October 2022, ADS acquired a 10% shareholding in UOP, which owns the MR tanker vessels "UOG Oslo" (built 2010) and "UOG Sparta" (built 2009). In addition to the ownership of the vessels, the Company is also acting as Disponent Owner for the project. UOP decided to sell UOG Sparta and MOA (Memorandum of Agreement) was signed in Q1 2024. The vessel has been successfully delivered to the new owner in May 2024. A repayment of capital to the shareholders has been decided and ADS received USD 1 400k repayment of capital in July 2024. The Company has not received further repayment or dividend from the investment.
4. ParDive Subsea AS ("ParDive") - investment in Dive Support Vessel
In March 2023, the Company acquired a 10% shareholding in ParDive Subsea AS, the owner of the Dive Support Vessel "Southern Star" (built 2017) and will act as Commercial Manager with primary responsibility for following up the shipowning company's activities related to the vessel and its employment. The Company has during Q4 2024 received USD 190k and year to date Q4 2024 USD 745k repayment of invested capital.
5. Golden Ocean Group "GOGL" – share acquisition in listed shipowning dry bulk carrier
On 6 June 2023, the Company acquired 130.000 shares in Golden Ocean Group (ticker "GOGL" on Oslo Stock Exchange) at market terms of NOK 84,222 per share. 45.000 shares were sold during Q1 2024 with profit. The company received USD 26k in dividend during Q1 2024 and USD 26k during Q2 2024. Remaining 85.000 shares has been sold in Q3 2024 with profit.
Financial results
Since the Company does not hold any controlling interest in the various shipowning companies it is invested in, the vessel's revenue and operational expenditures are not consolidated in the Profit and Loss statement. In general, the Company's investments will therefore be reflected in the Profit and Loss statement in the following way:
-
- Revenue typically consists of dividends received and various management fees.
-
- Both the direct shipping investments (AET, UOP and ParDive), the PLSA agreements and GOGL shares (sold Q3 2024) 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.
In Q4 2024, the Company reports revenue of USD 24k and year to date Q4 2024 USD 209k, which compares to USD 332K in Q4 2023 and USD 1 358k year to date Q4 2023. The main change in revenue is due to less dividend received in 2024 compared to 2023. Total operating expenses during Q4 2024 were USD 289k and year to date Q4 2024 USD 1 061k, which compares to USD 416k in Q4 2023 and year to date Q4 2023 USD 1 262k. The main change in operating expenses year to date Q4 2024 compared to year-to-date Q4 2023 is less personnel cost due to reduction in headcount and increased fees.
Finance cost was USD 335k in Q4 2024 and year to date Q4 2024 USD 1 012k which compares to USD 1 669k in Q4 2023 and year to date 2023 USD 2 572k. This variance is related to currency effects and increase interest related to the AET investment loan refinancing.
Finance income of USD 932k in Q4 2024 and USD 3 304K year to date Q4 2024 is mostly related to the fair value assessment of the financial assets as well as interest income earned from cash deposits.
Profit before tax was USD 333k in Q4 2024 and USD 1 397k year to date 2024, which compares to a profit of USD 464k in Q4 2023 and USD 3 700k year to date Q4 2023.
The Company holds total assets of USD 22,059 mill of which USD 3,626 mill is cash and cash equivalents. Total equity is USD 21,330 mill or 96,7% of total assets.
Total cash and cash equivalents reduced by USD 6,297 mill to USD 3,626 mill year to date Q4 2024. No new investments were made in 2024. Net cashflow adjusted for USD 11,4 mill downpayment on the AET financing and sale of GOGL shares was USD 3,475 mill from operating related activities.
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 2023 Annual Report.
Interim consolidated statement of comprehensive income
| 2024 01.10-31.12 |
2023 01.10-31.12 |
2024 01.01-31.12 |
2023 01.01-31.12 |
2022 01.01-31.12 |
|
|---|---|---|---|---|---|
| (In thousands of USD) Note |
|||||
| Revenue | |||||
| Other income | 24 | 332 | 209 | 1 358 | 150 |
| Total revenue | 24 | 332 | 209 | 1 358 | 150 |
| Operating expenses | |||||
| Personnel cost | (137) | (170) | (531) | (707) | (343) |
| General & administrative costs | (138) | (231) | (473) | (500) | (480) |
| Depreciation | (13) | (15) | (56) | (55) | (29) |
| Total operating expenses | (289) | (416) | (1 061)) | (1 262) | (852) |
| Operating profit | (264) | (84) | (851) | 96 | (703) |
| Finance cost | (335) | (1 669) | (1 012) | (614) | (316) |
| Finance income | 932 | 2 217 | 3 304 | 4 217 | 2 975 |
| Profit before tax | 333 | 464 | 1 441 | 3 700 | 1 957 |
| Income tax | (11) | (10) | (44) | - | - |
| Profit after tax and total comprehensive income | 322 | 454 | 1 397 | 3 700 | 1 957 |
| (In USD) | |||||
| Earnings per share attributable to equity holders | |||||
| - Basic and diluted | 0,01 | 0,01 | 0,02 | 0,05 | 0,03 |
Interim consolidated statement of financial position
| (In thousands of USD) | Note | 2024 31.12 |
2023 31.12 |
2022 31.12 |
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Right of use assets | 254 | 329 | 376 | |
| Financial assets at fair value through profit and loss | 16 968 | 18 562 | 13 317 | |
| Other non-currents assets | 550 | 549 | 545 | |
| Total non-current assets | 17 772 | 19 441 | 14 237 | |
| Current assets | ||||
| Financial assets at fair value through profit and loss-current | - | 1 679 | 630 | |
| Other current assets | 661 | 958 | 1 135 | |
| Cash and cash equivalents | 3 626 | 9 923 | 11 966 | |
| Total current assets | 4 287 | 12 559 | 13 371 | |
| Total assets | 22 059 | 32 001 | 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 | 6 511 | 5 280 | 1 696 | |
| Total equity | 21 330 | 20 098 | 16 514 | |
| Non-current liabilities | ||||
| Lease liability | 211 | 289 | 329 | |
| Long term-loan | - | 11 120 | 10 561 | |
| Total non-current liabilities | 211 | 11 409 | 10 890 | |
| Current liabilities | ||||
| Lease liability | 52 | 51 | 47 | |
| Other current liabilities | 366 | 339 | 339 | |
| Trade payables | 101 | 104 | 179 | |
| Total current liabilities | 518 | 493 | 565 | |
| Total liabilities | 729 | 11 902 | 11 454 | |
| Total equity and liabilities | 22 059 | 32 001 | 27 968 |
Interim consolidated statement of cash flows
| (In thousands of USD) | 2024 01.01-31.12 |
2023 01.01-31.12 |
2022 01.01-31.12 |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit for the period | 1397 | 3 700 | 1 957 |
| Adjustment for non-operating cash flow items | |||
| Depreciation | 56 | 55 | 29 |
| Fair value adjustment | (2 401) | (3 582) | (1 386) |
| Unrealized foreign currency gain(-)/loss(+) | 272 | - | - |
| Dividend received | (51) | (1 160) | - |
| Interest expense | 548 | 581 | 288 |
| Interest income | (474) | (467) | (155) |
| Operating cash flow before working capital items | (652) | (874) | 734 |
| Working capital movements | 320 | 98 | (1 180) |
| Total operating cashflow | (333) | (776) | (446) |
| Cash flow from investing activities | |||
| Investment in subsidiaries | - | - | - |
| Investment in financial assets at fair value | - | (7 520) | (12 560) |
| Sale of investments in financial assets at fair value | 1 628 | 2 358 | - |
| Repayment on financial assets at fair value | 746 | 2 449 | - |
| Dividend and capital received | 3 332 | 1 160 | - |
| Total cash flows used in investing activities | 5 706 | (1 553) | (12 560) |
| Cash flow from financing activities | |||
| Proceeds from share issue | - | - | 9 935 |
| Proceeds from loan | (11 400) | - | 10 281 |
| Lease payment | (68) | (67) | (35) |
| Interest paid | (251) | - | (2) |
| Interest received | 388 | 467 | 155 |
| Total cash flow from financing activities | (11 331) | 400 | 20 344 |
| Effect from foreign currency revaluation on cash | (339) | (115) | (56) |
| Net increase in cash and cash equivalents | (6 297) | (2 044) | 7 273 |
| Cash and cash equivalents at beginning of period | 9 923 | 11 966 | 4 693 |
| Cash and cash equivalents at end of period | 3 626 | 9 923 | 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 2023 | 71 009 348 | 14 202 | 207 | 410 | 1 696 | 16 614 |
| Total comprehensive income for the period | - | - | - | - | 3 700 | 3 700 |
| Currency translation and other effects | - | - | - | - | (116) | (116) |
| Balance at 31 December 2023 | 71 009 348 | 14 202 | 207 | 410 | 5 280 | 20 098 |
| Total comprehensive income for the period | 1 397 | 1 397 | ||||
| Currency translation and other effects | (166) | (166) | ||||
| Balance at 31 December 2024 | 71 009 348 | 14 202 | 207 | 410 | 6 511 | 21 330 |
At 31 December 2024 the nominal value of the Company's authorized share capital is USD 1,000 million, consisting of 5,000,000,000 shares of par value USD 0.20 each, of which the Company has issued 71 009 348 shares with total share capital USD 14.2 million.
Notes to the interim consolidated financial statements
1. General information
These interim unaudited consolidated financial statements of ADS Maritime Holding Plc ("The Company" or the "ADSMH") were authorized for issue in accordance with a resolution of the Board of Directors passed on 26 February 2025.
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. Significant accounting policies
2.1. Basis of preparation
These interim unaudited 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.
The accounting principles applied by the Company in these interim consolidated financial statements are consistent with those applied in the audited annual consolidated financial statements for the year ended 31 December 2023 unless otherwise stated below. Please refer to Note 2 Significant accounting policies in the 2023 Annual Report for information on the Company's accounting policies.
2.2. Going concern
These financial statements have been prepared based on the assumption of going concern.
The Company currently holds investments as described in this report. At the end of Q4 2024 the Company had approximately USD 3,6 mill cash at bank. The Company expects to be reliant on new financing should it consider larger investments in the future.
