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Gram Car Carriers ASA

Quarterly Report Nov 4, 2022

3610_rns_2022-11-04_dd0a22f5-beda-45e7-90e0-0e20784528b1.pdf

Quarterly Report

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Gram Car Carriers ASA

Interim report Q3 2022

Gram Car Carriers in brief

GCC is the world's third-largest tonnage provider within the Pure Car Truck Carriers (PCTCs) segment with 18 vessels, across the Distribution, Mid-size and Panamax segments. The Company serves as a trusted provider of high-quality vessels and logistics solutions ensuring safe, efficient and punctual shipment of vehicles for a network of clients comprising of major global and regional PCTC operators.

Investment highlights

  • x Unique investment opportunity in leading PCTC tonnage provider
  • x Attractive market opportunity with upcycle unfolding
  • x GCC ideally positioned to capture a historically strong market
  • x Stated policy of returning minimum 50% of EPS to shareholders through quarterly dividends

Key events

  • x Board of Directors proposes dividend of USD 0.110 per share for Q3 2022
  • x Q3 2022 revenue of USD 31.5 million and EBIT of USD 11.9 million
  • x Q3 2022 average TCE revenue: Panamax USD 18,520, Mid-size USD 24,200 and Distribution fleet USD 13,170
  • x Total revenue backlog of USD 563 million, up 109% from end of Q2 2022
  • x USD 143 million of additional revenue backlog signed to date in Q4 2022
  • x Positioned to capture a historically strong market with 14%/38% open days in 2023/24
  • x Favourable market outlook with high charter rates and long contract durations
  • x Agreement to acquire mid-size vessel Paglia to support increased dividend distributions and capture accretive growth opportunities

Georg A. Whist, CEO of Gram Car Carriers ASA:

"We continue to deliver on our strategic priorities by signing new long-term contracts at historically high dayrates and by providing safe, efficient operations and high-quality logistics services to our customers. This has led to a significant increase in our backlog during in the second half of 2022 which supports future earnings growth and visibility on continued increased dividend payments in line with our stated policy of distributing at least 50% of net profit on quarterly basis. We are on track for the planned up-listing to Euronext Oslo Børs later this year which is expected to further broaden our investor base."

Dividend USD per share TC rates USD/day

Average daily time charter equivalent (TCE) rates

Distribution Mid-size Panamax Fleet
Q3'22
(Q2'22)
total
Average
TC rate
USD 13,170
(USD 11,760)
USD 24,200
(USD 21,700)
USD 18,520
(USD 16,690)
USD 19,960
(USD 17,770)
Utilisation 100%
(99%)
94%
(93%)
100%
(94%)
97%
(95%)
Planned/
unplanned
off-hire days
-/1 days
(-/4 days)
21/28days
(49/1 days)
-/- days
(22/- days)
21/29 days
(71/5 days)

Review of operations

The entire GCC fleet was in operation in the third quarter, except for the Viking Emerald that went through the planned second special survey and repairs.

The average fleet TCE was USD 19,960 in the third quarter, an increase from USD 17,770 in the second quarter of 2022. The higher TCE was a function of higher dayrates for all vessel types, Panamax at USD 18,520 (16,690), the Mid-size fleet of USD 24,200 (USD 21,700) and the Distribution fleet at USD 13,170 (USD 11,760). Daily earnings from the fleet are set to increase over the next quarters as vessels start on new contracts at higher dayrates.

GCC suspended all calls at Ukrainian and Russian ports following the Russian invasion of Ukraine on February 24. This has been acknowledged and accepted by all charterers. No cargo for Russian discharge ports were onboard at the time of the attack. Two thirds of GCC's seafarers are Ukrainian. Several initiatives have been implemented to ensure safety and flexibility for the seafarers and their families. GCC is dedicated to support the crew and officers onboard through these challenging times.

Contact overview

GCC's revenue backlog amounted to USD 563 million at 30 September 2022, an increase from USD 269 million at the end of June. To date in the fourth quarter, the Company has added USD 143 million of further revenue backlog.

Interim report Q3 2022

New fixtures since the end of the previous reporting period are shown in green

In early July, GCC signed a five-year contract with Zim Integrated Shipping Services Ltd. for the mid-size vessel Viking Sea (4,200 CEU), until the fourth quarter of 2027. The dayrate is USD 30,612 over the charter period, providing a total contract value of approximately USD 55.8 million. The new contract is in direct continuation with the Viking Sea's current contract with the same charter.

Also in July, GCC signed a 14-month contract with a leading Asian operator for the distribution vessel Viking Constanza (2,000 CEU) from August 2022 with a dayrate of USD 17,000 over the charter period, providing a total contract value of approximately USD 7.2 million.

In September, GCC signed two five-year timecharter contracts with a major operator for the mid-size vessels Viking Diamond (4,200 CEU) and Viking Ocean (4,200 CEU), providing a total contract value of USD 127.8 million. The charters are structured with a tapered dayrate profile, starting at USD 50,000 per day per vessel for year one, before declining stepwise to USD 20,000 per day per vessel for year five. Charter revenue will be recognised on a straight-line basis in accordance with IFRS. Both vessels will start the new contracts in the first quarter of 2023 upon completion of their current timecharters.

Also in September, GCC extended the timecharter for the panamax vessel Viking Adventure (6,700 CEU) for five years and the current contract for the mid-size vessel Viking Coral (4,200 CEU) for an additional two years. The contract extensions add USD 135 million of future revenue to the contract backlog. The five-year extension for Viking Adventure has an average dayrate of USD 60,000 per day, while the extension for Viking Coral is at USD 35,000 per day. Both charters are extensions of existing contracts, and GCC and the counterpart have agreed to average out the TC rates for the full remaining duration of charters together with a lump sum payment of around USD 8.4 million due in the fourth quarter of 2022. The lump sum payment will be recognised as deferred income and amortised over the remaining duration of the charters. The adjusted charter rates, which are recognised in the income statement from mid-September 2022 until the end of the charters (including the amortisation of deferred revenue), will be USD 56,100 and USD 30,530 for Viking Adventure and Viking Coral, respectively.

On 18 October, GCC signed a new five-year timecharter for the panamax vessel Viking Destiny (6,700 CEU). The contract adds USD 118.6 million of future revenue to the contract backlog. The new timecharter is expected to commence in March 2023 in direct continuation to the vessel's current contract.

On 1 November, GCC signed a three-year timecharter contract for the distribution vessel Höegh Caribia (2,000 CEU) as an extension to its current charter to Höegh Autoliners. The dayrate is USD 22,000 per day and

the contract adds approximately USD 24 million of future revenue to the contract backlog. The new timecharter commences in January 2023.

Cash-flow break even

The Company estimates a cash flow breakeven rate of USD 15,840 per day per vessel going forward. The increase from the USD 15,000 per day communicated in the second quarter report on 19 August 2022, reflects higher interest rates. The average daily cash breakeven rates are the daily TCE rates the GCC fleet must earn to cover operating expenses including principal payment and interest on loans, lease payments and general and administrative expenses. The company expects a minor upward adjustment to vessel operating expenses from early 2023 reflecting increased costs driven by general inflation and the war in Ukraine.

Covid-19

The Covid-19 pandemic has had limited impact on GCC's operations to date in 2022, except for some delays related to quarantine formalities prior to entry into Chinese dockyards. The health and safety of its personnel is the Company's main priority. At 30 September 2022, 98% of seafarers and onshore personnel have received their second dose of vaccine. All new on-signers are required to be vaccinated. GCC is closely monitoring the Covid-19 situation and the pandemic's potential to affect marine operations and business activities.

Corporate and financing

In October, Gram Car Carriers ASA applied for a transfer of its shares admitted to trading on Euronext Growth to the Oslo Børs main list. The Company plans to complete the up-listing process later this year. The transfer from a multilateral trading facility to a regulated exchange is expected widen the Company's investor base.

The transfer is also in line with the ambitions communicated when GCC was admitted to trading on Euronext Growth Oslo on 31 January 2022 following a private placement of new shares raising the equivalent of USD 121 million in gross proceeds. The listing followed the completion of asset transactions with the former Singapore corporate structure and F. Laeisz and a refinancing of most of the Company's corporate debt and lease facilities. The private placement was supported by five cornerstone investors including international industry names. GCC has over 50% free float and approximately 740 shareholders including international investors with deep industry knowledge.

On 25 August 2022, GCC completed a refinancing of a lease for the PCTC vessel Viking Destiny with a USD 40 million term loan as an accordion under an existing senior secured credit facility.

On 31 October, GCC announced an agreement to acquire the Pure Car Truck Carrier Paglia (5,000 CEU) from F. Laeisz GmbH for a total consideration of USD 49 million, of which USD 39.2 million will be settled in cash and USD 9.8 million will be settled through the issuance of 563,218 new GCC shares to the Seller at USD 17.4 per share, determined through a Net Asset Value (NAV) framework. The consideration shares will be issued under the board's authorisation to increase the share capital of GCC, granted by the annual general meeting on 12 May 2022. The Transaction is accretive on earnings per share, adds approximately USD 70 million of backlog and is expected to facilitate increased dividend distributions.

The purchase price is set in accordance with recent market transactions and is entered into by the Company's 100% vessel-owning subsidiary Gram Car Carriers Shipowning AS on arm's length terms. The Transaction is subject to customary conditions precedent, including approval of transfer of the timecharter contract to GCC and the execution of long-term debt financing. Completion of the Transaction is expected to take place during the fourth quarter of 2022. The Paglia was built in 2010 at the Zhejiang Yangfan shipyard in China. The vessel is currently on a timecharter contract until May 2028 at USD 33,300 per day.

Market update

Macro and auto trends

The development in global car sales have historically correlated with increased economic activity and global GDP growth. The IMF's most recent economic forecasts for 2022 and 2023 show GDP growth of around 3%, representing an expected slowdown from approximately 6% growth in 2021 as activity rebounded with the easing of the Covid-19 impact. The slower growth is expected to impact the pace of recovery of global car sales. LMC Automotive reduced its 2023-forecast for global light vehicles sales from 90.6 million units at the start of the year to 86.0 million at the end of June, before keeping the forecast stable at 85.3 million in September. This indicates a 4.7% increase in car sales in 2023 from 2022. LMC forecast that car sales will exceed pre-Covid levels from 2024.

Asian exports are a key driver for the car carrier market. Chinese auto exports in August and September 2022 were at a record 307,000 and 301,000 units, respectively, an increase of 64% and 74% from the year-earlier periods despite Covid-19 related lockdowns, according to data from Chinese Association of Automobile Manufacturers (CAAM). This compares to Korean exports of 167,000 and Japanese exports of 294,000 units in August and indicates an annual run-rate for Chinese auto exports exceeding 3 million units. This illustrates continued strong development for Chinese vehicle exports. Supply disruptions continue to impact auto sales in major markets, but to a lesser extent during the second quarter than at the start of the year.

The electrification of the global car fleet continues at a high pace. Some 50% of the global sales of electric vehicles in 2021, were in China. Substantial local investments to increase production capacity of electric vehicles in China is expected to be used to support the worldwide export ambitions of the Chinese EV manufacturers.

The Russian invasion of Ukraine has impacted car sales in both countries with an immediate effect on shortsea traffic in Europe. However, the reduced activity in Black Sea and Baltic car trades have gradually been compensated by increasing feeder requirements for cargo originating outside Europe, and the easing of supply disruptions.

The Covid-19 impact on vehicle production is gradually easing. Still, follow-on effects such as lack of labour in ports, as well as testing and quarantine requirements continue to negatively impact fleet efficiency.

Fleet development

In recent years, the car carrier fleet has had negative growth due to the natural phase-out of tonnage nearing the end of commercial life, positively improving the supply-demand balance. At the same time, the shipyard industry has experienced a significant increase in its orderbooks, especially for container and LNG vessels, leading to yards being fully booked until 2025 and effectively capping the supply of new vessels. Combined with an ageing PCTC fleet, with 21% being older than 20 years, the supply balance remains favourable with high visibility for the next few years.

The global car carrier fleet amounted to 757 vessels at 1 October, according to Clarkson's. The global order book was at 89 vessels, equal to about 17% of the current capacity. This is up from 7.0% at year-end 2021 and is now around but the historical average of 17%. The delivery schedule of the current PCTC order book is still expected to be insufficient to meet the estimated demand, at least through 2025.

The global fleet controlled by PCTC tonnage providers amounted to 180 vessels at end of September, unchanged from the end of 2021. Currently there are an estimated 34 vessels controlled by tonnage providers open for contract renewal in 2023. This compares to about 47 open vessels for 2023 at the end of the second quarter 2022.

USD/day

Time charter rates

The combination of increased demand and limited vessels supply has led to a significant increase in TC rates.

Current 12-month TCE contract rates for Panamax vessels are estimated at USD 100,000 per day, up USD 65,000 YTD, according to data from Clarkson. 12-month TCE rates for Mid-size vessel are assessed at USD 85,000 per day, an increase of USD 59,500 YTD.

The Company estimates the current 12 month TCE for Distribution vessels at USD 25,000 per day, also significantly up YTD.

Financial review

Key figures

In USD thousands Q3 2022 Q2 2022 Q1 2022 Sep 2022 YTD
Operating revenue 31,451 27,740 23,534 82,726
EBITDA 18,788 16,165 12,691 47,644
EBIT 11,887 9,295 5,906 27,088
Profit/ (loss) for the period 6,521 5,348 2,081 13,950
Cash flow from operating activities 16,804 19,162 8,955 44,919
In USD thousands 30 Sep 2022 30 Jun 2022 30 Mar 2022 Sep 2022 YTD
Cash and cash equivalents 33,126 26,496 22,948 33,126
Interest-bearing debt 325,686 325,987 333,005 325,686
Equity ratio 40% 40% 39% 40%

Financial performance

Third quarter 2022 operating revenue of USD 31.5 million reflected improved average time charter rates across all segments compared to the prior quarter, with an increase of USD 1,410 for Distribution vessels, USD 2,500 for Mid-size vessels and USD 1,830 per day for Panamax vessels. Utilisation was impacted by the extended drydocking period for Viking Emerald during the quarter due to strict Covid-19 protocols at the

Chinese shipyard and repairs. The financial impact of the extended yard stay was limited due to loss of hire insurance.

Vessel operating expenses amounted to USD 10.6 million. Administrative expenses were USD 2.1 million and included non-cash expenses of USD 0.4 million relating to the Company's long-term employee incentive programs following the initial award of options during the quarter.

EBITDA was USD 18.8 million, an increase from USD 16.2 million in the second quarter of 2022, and EBIT amounted to USD 11.9 million (USD 9.3 million). Net financial expenses of USD 5.4 million reflected mainly interest expense on vessel loans and leases. The increase in financial expense is due to increase interest rates. Net income for the quarter was USD 6.5 million, equal to earnings of USD 0.23 per share.

Financial position

At 30 September 2022, GCC had a cash position of USD 33.1 million. Interest-bearing debt, including lease liabilities amounted to USD 329.9 million. Total assets and book equity were USD 565.7 million and USD 226.6 million respectively, equivalent to a book equity ratio of 40%.

Cash flow

Cash flow from operating activities was USD 16.8 million. The difference from EBITDA in the quarter was due to a net increase in working capital. Cash used in investing activities of USD 2.9 million reflected mainly expenditure relating to drydocking. Cash flow used in financing activities amounted to USD 7.3 million and reflected the scheduled repayment instalments under the Group's debt facilities and vessel leases and the initial quarterly dividend paid to shareholders in September. The Group received net proceeds of USD 8.1 million in connection with the refinancing of the Viking Destiny lease. Net change in cash and cash equivalents was USD 6.6 million in the quarter.

Dividend

The Board of Directors has proposed a cash dividend of USD 0.110 per share for the third quarter of 2022, equal to 50% of net income for the period. The distribution shall constitute a repayment of the Company's paid in capital subject to approval at the extraordinary general meeting (EGM) on 8 November 2022.

In September, GCC paid a dividend of USD 0.093 per share for the second quarter of 2022.

Outlook

As the world's third-largest tonnage provider within the PCTCs segment, GCC is well positioned to capture a historically strong market with long-term favourable supply demand dynamics. This is reflected in new charter agreements with dayrates setting new industry standards combined with longer durations and increasing revenue backlog. Following the most recent contract awards, the Company has 20% and 43% open days in 2023 and 2024, respectively, and several vessels coming up for contract renewals in coming months. The Company expects to sign further contracts at increased dayrates to support future earnings growth and direct shareholder returns through attractive dividends.

Oslo, 3 November 2022

Board of Directors, Gram Car Carriers ASA

Condensed interim financial statements

The reported condensed interim consolidated financial figures for the Gram Car Carriers Group presented below comprise revenue and expenses incurred for the full period 1 January 2022 – 30 September 2022. The carrying values of assets and liabilities represent a continuation of historical carrying values. Reference is made to note 1 – General information in the condensed interim consolidated financial statements.

Consolidated statement of income (unaudited)

Sep 2022 Sep 2021
In USD thousands Notes Q3 2022 Q3 2021 YTD YTD 2021
Operating revenue 6 31,451 20,050 82,726 55,969 78,029
Vessel operating expenses (10,561) (8,532) (29,424) (25,988) (34,479)
Administrative expenses (2,103) (1,155) (5,658) (2,995) (8,162)
EBITDA 18,788 10,363 47,644 26,986 35,388
Depreciation 7/8 (6,901) (6,043) (20,556) (18,675) (24,792)
Operating result (EBIT) 11,887 4,320 27,088 8,311 10,596
Financial income 15 288 420 319 339
Financial expenses (5,380) (4,750) (13,558) (13,104) (18,402)
Profit/ (loss) before tax (EBT) 6,521 (142) 13,950 (4,474) (7,466)
Income tax expense - - - (4) (6)
Profit/ (loss) for the period 6,521 (142) 13,950 (4,478) (7,472)
Attributable to:
Equity holders of the parent company 6,521 (270) 13,950 (4,926) (7,935)
Non-controlling interests - 128 - 448 463
6,521 (142) 13,950 (4,478) (7,472)
Earnings per share (USD):
Basic earnings per share 0.23 - 0.49 (0.02) (0.03)
Diluted earnings per share 0.23 - 0.49 (0.02) (0.03)

Consolidated statement of comprehensive income (unaudited)

Sep 2022 Sep 2021
In USD thousands Notes Q3 2022 Q3 2021 YTD YTD 2021
Profit/ (loss) for the period 6,521 (142) 13,950 (4,478) (7,472)
Exchange differences on translation of
foreign operations (71) (14) (23) (33) 43
Total comprehensive income 6,450 (156) 13,927 (4,511) (7,429)
Attributable to:
Equity holders of the parent company 6,450 (284) 13,927 (4,959) (7,892)
Non-controlling interests - 128 - 448 463

Consolidated statement of financial position (unaudited)

30 Sep 01 Jan 2021
In USD thousands Notes 2022 31 Dec 2021 (IFRS)1
Assets 565,711 494,683 550,827
Non-current assets 525,691 474,635 492,679
Vessels and other tangible assets 7 426,360 410,605 425,546
Right-of-use assets 8 99,000 62,871 65,974
Other non-current assets 331 1,159 1,159
Current assets 40,020 20,049 58,147
Assets held for sale 14 - - 42,669
Fuel and lubrication oil 1,908 1,738 2,633
Trade and other receivables 3,205 1,839 658
Cash and cash equivalents 33,126 15,960 11,571
Other current assets 1,782 512 617
Equity and liabilities 565,711 494,683 550,827
Equity 11 226,568 79,239 86,667
Non-current liabilities 288,296 121,397 399,803
Interest-bearing debt - non-current 9 227,496 63,437 327,970
Lease liabilities - non-current 10 60,800 30,477 46,712
Derivative financial instruments - - 163
Redeemable convertible loans - 27,483 24,958
Current liabilities 50,846 294,048 64,357
Interest-bearing debt – current 9 31,699 263,323 4,413
Lease liabilities - current 10 5,691 16,902 48,439
Trade and other payables 8,181 10,596 9,700
Derivative financial instruments - 98 -

1 Reference is made to note 14 - First-time adoption of IFRS

Oslo, 3 November 2022

Deferred income 5,275 3,129 1,238 Other current liabilities - - 567

Board of Directors and Chief Executive Officer, Gram Car Carriers ASA

Ivar Hansson Myklebust ʻ˔ˡ˦ˁ˜˞ˢ˟˔˨˦ˆ˖˛ί˘˦ Alasdair James Dougall Locke Chair Deputy Chair Christine Rødsæther Nils Kristoffer Gram Gaby Bornheim Clivia Catharina Breuel Georg Alexander Whist

Chief Executive Officer

Consolidated statement of changes in equity (unaudited)

Retained Non
In USD thousands Share
capital
Share
premium
earnings/
(acc. losses)
Other
equity
controlling
interests
Total
Equity at 1 January 2022 230,791 - (166,695) 964 14,178 79,239
Conversion of convertible
loans Old Group shareholders 27,669 - - - - 27,669
Conversion of redeemable
preference shares 1,042 - - (1,042) - -
Capital increase - private
placement (cash) 3,623 62,259 - - - 65,882
Capital increase - private
placement (contribution in
kind)
Capital increase –
2,736 47,010 - - - 49,746
contribution in kind (Old
Group equity holders and
non-controlling interests) (256,204) 61,190 - 209,192 (14,178) -
Transaction costs - - - (6,991) - (6,991)
Estimated effect of liquidation
Old Group - - - 491 - 491
Share-based payments - - - 268 - 268
Total comprehensive income
for the period - - 13,950 (23) - 13,927
Dividend paid - (3,662) - - - (3,662)
Equity at 30 September 2022 9,657 166,797 (152,745) 202,859 - 226,568
Equity at 31 December 2020 230,791 - (158,759) 921 13,715 86,667
First-time adoption of IFRS adj. - - - - - -
Equity at 1 January 2021 230,791 - (158,759) 921 13,715 86,667
Total comprehensive income
for the period - - (7,935) 43 463 (7,429)
Equity at 31 December 2021 230,791 - (166,695) 964 14,178 79,239

Consolidated statement of cash flows (unaudited)

Sep 2022 Sep 2021
In USD thousands Note Q3 2022 Q3 2021 YTD YTD 2021
Profit/ (loss) for the period 6,521 (142) 13,950 (4,474) (7,466)
Financial (income)/ expenses 5,302 4,514 13,205 12,701 17,836
Depreciation 6,901 6,043 20,556 18,675 24,792
Share-based expenses 268 - 268 - -
Income tax expense - (13) - (27) (25)
Cash flow from operating activities before
changes in working capital 18,992 10,402 47,979 26,875 35,137
Changes in working capital:
Trade and other receivables (1,613) (15) (1,365) (3) (1,181)
Fuel and lubrication oil (4) (55) (170) 783 895
Other current assets 524 116 (1,249) (110) 105
Other non-current assets (829) - - -
Trade and other payables (1,388) 527 (2,422) (2,605) 1,489
Deferred income 1,122 63 2,146 693 1,891
Cash flow from operating activities 16,804 11,038 44,919 25,633 38,335
Investment in vessels and other tangible
fixed assets (2,634) - (69,653) (5,103) (7,064)
Investment in right-of-use assets (92) (1,574) (2,808) - -
Proceeds from sale of tangible fixed assets - 42,669 - 42,669 42,669
Investment in affiliated company (171) - (171) - -
Cash flow from investing activities (2,896) 41,095 (72,633) 37,566 35,605
Dividend paid (2,605) - (3,662) - -
Proceeds from issue of shares (9) - 108,636 - -
Proceeds from issue of debt 39,610 - 271,856 - -
Proceeds from sale-lease-back financing - - 70,000 - -
Repayment of debt (7,300) (2,207) (340,110) (2,207) (7,393)
Repayment of lease liability (32,879) (46,311) (50,888) (47,006) (48,140)
Interest paid on interest-bearing debt (2,319) (5,333) (6,214) (8,250) (11,157)
Interest paid on lease liabilities (1,874) (744) (4,810) (1,973) (2,904)
Other financial items 98 (15) 71 (34) 43
Cash flow from financing activities (7,278) (54,610) 44,880 (59,470) (69,551)
Net change in cash and cash equivalents 6,630 (2,477) 17,166 3,729 4,389
Cash and cash equivalents at beginning of
period 26,496 17,777 15,960 11,571 11,571
Cash and cash equivalents at end of
period
33,126 15,300 33,126 15,300 15,960

Notes to the condensed interim consolidated financial statements (unaudited)

Note 1 – General information

Gram Car Carriers ASA (the 'Company') is a public limited liability company (Norwegian: allmennaksjeselskap) incorporated and domiciled in Norway, with registered address at Bryggegata 9, 0250 Oslo, Norway. The Company was incorporated on 3 August 2021. These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the 'Group'). The principal activities of the Group is to invest in and to operate maritime assets in the pure car and truck carrier ('PCTC') shipping segment.

The shares of the Company are listed on Euronext Growth under the ticker 'GCC'.

The consolidated financial statements for the Group are presented as a continuation of Gram Car Carriers Holdings Pte. Ltd. and its subsidiaries (Old Group). Details on these assessments and restructuring of the Old Group are include in note 4.

For all periods up to and including the year ended 31 December 2021, the Group prepared its financial statements in accordance with Singapore FRS. These financial statements for the period ended 30 September 2022 are the first the Group has prepared in accordance with IFRS. Reference is made to note 14 for information on how the Group adopted IFRS.

As per 30 September 2022 the Group operates 18 PCTC vessels, of which 16 are owned vessels and 2 are leased vessels.

Note 2 – Basis for preparation

The interim consolidated financial statements for the period 1 January 2022 – 30 September 2022 are prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board ('IASB') and as adopted by the European Union. These are the first financial statements prepared in accordance with IFRS, and IFRS 1 First-time adoption of IFRS has been applied. Reference is made to note 14 for the effects of the transition to IFRS. The date of transition was 1 January 2021.

The financial statements have not been subject to audit and do not include all information and disclosures required in the annual financial statements.

The financial statements are based on historical cost except as disclosed in the accounting.

The financial statements are presented in US Dollar (USD), which is the functional currency of the Company and the Group. Amounts are rounded to the nearest thousand, unless otherwise stated.

The interim consolidated financial statements are prepared based on the assumption of going concern.

Only standards and interpretations that are applicable to the Group have been included and the Group reviews the impact of these changes in its financial statements. There are some amendments to the standards effective from 1 January 2022. None of these have had any effect on the Financial Statements. The Group will adopt the relevant new and amended standards and interpretations when they become effective, subject to EU approval before the consolidated financial statements are issued. At the date of the approval of these FS, the group has not identified significant impact to the groups FS as a result of new standards or amendments effective 2023 or later.

Note 3 – Significant accounting policies

Consolidation

The interim consolidated financial statements comprise of the financial statements of Gram Car Carriers ASA and its subsidiaries as at 30 September 2022. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated. Subsidiaries are all companies where the Group has a controlling interest. Control is achieved when the Group is exposed, or has rights to variable returns from its involvement with the investee and has the ability to effect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date on which control ceases. The financial statements of the subsidiaries are prepared for the same accounting period as the Company, using consistent accounting principles for similar transactions and events under otherwise similar circumstances.

Non-controlling interests represent the portion of comprehensive income and net assets that is not held by the Group and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from the Company's shareholders' equity.

Revenue recognition

Time charter revenue generated from time charter parties with customers are accounted for in accordance with IFRS 16 and IFRS 15 and classified under operating revenue in the income statement net of commissions. The Group's time charter parties normally have a duration of 6 months to 5 years and a significant portion of the risks and rewards of ownership are retained by the lessor, hence the lease is classified as operating lease.

Time charter revenue is recognised in the income statement on a straight-line basis over the period of the time charter contract unless another systematic basis is more representative of the time pattern in which use benefit derived from the leased asset is diminished. Amount received in advance and unearned at the end of the reporting period is not recognised in the income statement and instead taken up as deferred revenue in the statement of financial position.

Operating expenses

Operating expenses are accounted for on an accrual basis. Expenses are charged to the income statement, except for those incurred in the acquisition of an investment which are capitalised as part of the cost of the investment. Expenses arising on the disposal of investments are deducted from the disposal proceeds.

Vessel operating expenses of the Group are expenses related to the operation of vessels, such as (but not limited to) crewing expenses, expenses for repair and maintenance, lubrication oil consumption and insurance.

Financial income and expenses

Interest income and expense is recognised as accrued and is presented under the financial income or expense in the income statement.

Foreign currency transactions

Transactions in foreign currencies are recorded in the functional currency rate at the date of the transaction. Monetary assets and liabilities in foreign currency are translated at the functional currency rate prevailing at the balance sheet date. Exchange differences arising from translations into functional currency are recorded in the income statement. Non-monetary assets and liabilities measured at historical cost in foreign currency are translated into the functional currency using the historical exchange rate. Non-monetary assets and liabilities recognised at fair value are translated using the exchange rate on the date of the determination of the fair value.

For subsidiaries with functional currencies other than USD, financial position items are translated at the rate of exchange at the balance sheet date, and income statements are translated at the exchange rate

prevailing at the date of the transaction. Exchange differences arising on the translation are recognized in other comprehensive income as foreign currency differences.

Vessels and other tangible assets

Tangible fixed assets are stated at historical cost, less subsequent depreciation and impairment. For vessels purchased, these costs include expenditures that are directly attributable to the acquisition of the vessels and eligible for capitalisation. Upon acquisition, each component of the vessels, with a cost significant to the total acquisition costs, is separately identified and depreciated over that component's useful life on a straight-line basis.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets, taking residual values into consideration, and adjusted for impairment charges, if any. The estimated useful life of the Group's vessels is 30 years. Residual values of the vessels are estimated as the lightweight tonnage of each vessel multiplied by scrap value per ton. Expected useful lives of assets, and residual values, are reviewed at each balance sheet date and, where they differ significantly from previous estimates, depreciation calculations are altered accordingly.

Ordinary repairs and maintenance expenses are charged to the income statement as incurred. Costs related to dry-docking or other major overhauls are recognized in the carrying amount of the vessels. The recognition is made when the dry-docking has been performed and is depreciated based on estimated time to the next class renewal which is normally five years. The remaining costs that do not meet the recognition criteria are expensed as repairs and maintenance.

Vessels and other tangible assets are derecognised upon disposal or when no future economic benefits are expected from their use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the period the asset is derecognised.

Impairment of vessels and other tangible assets

Vessels and other tangible assets are assessed for impairment indicators each reporting period. If impairment indicators are identified, the recoverable amount is estimated, and if the carrying amount exceeds its recoverable amount an impairment loss is recognised, i.e. the asset is written down to its recoverable amount. An asset's recoverable amount is calculated as the higher of the net realisable value and its value in use. The net realisable value is the amount obtainable from the sale of an asset in an arm's length transaction less the costs of sale and the value in use is the present value of estimated future cash flows expected from the continued use of an asset. An impairment loss recognised in prior periods for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised.

Leases

Group as lessee (right-of-use assets)

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial

direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

Group as lessor

The Group enters into lease agreements as a lessor with respect to its vessels under operating leases to non-related parties.

Leases where substantially all risks and rewards incidental to ownership are retained by the lessor are classified as operating leases. Charter income received under operating leases (net of any incentives given to lessee) is recognised in profit or loss on a straight-line basis over the period of the lease term.

Assets held for sale

Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable, and the asset is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Fuel and lubrication oil

The Group values its inventories, which comprise of lubrication oil and fuel on board the vessels, at the lower of cost and net realisable value. They are accounted for on a weighted average cost basis.

Trade and other receivables

Trade and other receivables are measured at transaction price upon initial recognition and subsequently measured at amortized cost less expected credit losses.

Cash and cash equivalents

Cash and cash equivalents include cash in hand, bank deposits and other highly liquid investments with original maturities of three months or less.

Share issuance

Share issuance costs related to a share issuance transaction are recognised directly in equity. If share issuance costs, for tax purposes, can be deducted from other taxable income in the same period as they are incurred, the costs are recognised net after tax.

Earnings per share

The Group presents basic and diluted earnings per share data for its ordinary shares.

Basic earnings per share are calculated by dividing the profit for the reporting period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the reporting period.

Diluted earnings per share are calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.

Dividends

Dividends are recognised as a liability in the Group's financial statements from the date when the dividend is approved by the General Meeting.

Financial liabilities

All loans and borrowings are initially measured at fair value less directly attributable transaction costs, and are subsequently measured at amortized cost, using the effective interest method. The calculation takes into account any premium or discount on acquisition and includes transaction costs and fees that are an integral part of the effective interest rate. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires.

Redeemable convertible loans are classified as financial liabilities in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, when it is more likely than not that an outflow or resources representing economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Fair value measurement

Derivative financial instruments are measured at fair value. The fair value of financial instruments traded in active markets is determined by reference to quoted market prices or dealer price quotations, without any deduction for transaction costs. The fair value of financial instruments not traded in active markets is determined using appropriate evaluation techniques.

Taxes

The Company is subject to ordinary Norwegian taxation. Tax expense comprises tax payable and deferred tax expense. Tax payable is measured at the amount expected to be paid to authorities while deferred tax assets/liabilities are calculated based on temporary differences at the reporting date. Deferred tax assets are recognised to the extent that it is probable that they can be utilized in the future. Deferred tax liabilities/deferred tax assets within the same tax system that can be offset are recorded on a net basis. Income tax relating to items recognised directly in equity is included directly in equity and not in the statement of income.

The vessel owning subsidiaries in the Group are subject to taxation under the Norwegian tonnage tax regime. Under the tonnage tax regime, profit from operations is exempt from taxes. Taxable profit is calculated on the basis of financial income after deduction of a portion of financial expenses. The portion is calculated as financial assets in percent of total assets. Tonnage tax is payable based on the net tonnage of vessels. Tonnage tax is classified as an operating expense.

Related parties

Parties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the party in making financial and operating decisions. Parties are also related if they are subject to common control or common significant influence. Related party transactions are recorded to estimated fair value.

Employee benefits

The Group is required to provide a pension plan towards its employees, and the Group has implemented a defined contribution plan. The plan complies with the requirements in the Mandatory Occupational Pension act in Norway ("Lov om obligatorisk tjenestepensjon"). A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate legal entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments are available.

Classification in the statement of financial position

Current assets and short-term liabilities include items due less than one year from the balance sheet date, as well as items due more than one year from the balance sheet date, that are related to the operating cycle.

Liabilities with maturity less than one year from the balance sheet date are classified as current. All other debt is classified as long-term debt. Long-term debt due for repayment within one year from the balance sheet date is classified as current.

Statement of cash flows

The statement of cash flows has been prepared based on the indirect method.

Subsequent events

New information on the Group's financial position at the balance sheet date is taken into account in the financial statements. Subsequent events that do not affect the Group's position at the balance sheet date, but which will affect the Group's position in the future, are disclosed if significant.

Note 4 - Critical accounting judgements and key sources of estimation uncertainty

The preparation of interim consolidated financial statements for the Group and application of the accounting policies, which are described in Note 3, requires judgements, estimates and assumptions to be made about the carrying amounts of assets and liabilities. The estimates and associated assumptions are based on historical experience and other factors considered to be relevant. Actual outcomes may differ from these estimates and assumptions and could require a material adjustment to the carrying amount of the asset or liability affected in future periods. Estimates and underlying assumptions are reviewed on an ongoing basis.

Judgements

Management is of the opinion that any instances of application of judgement are not expected to have a significant effect on the amounts recognised in the financial statements apart from the accounting for the restructuring (and apart from those involving estimations, which are disclosed below).

Accounting for the restructuring

Background

The Company was a wholly owned subsidiary of Gram Car Carriers Holding Pte. Ltd. until January 2022, and the Group was established in its current form through a series of linked transactions completed in January 2022:

  • i. The acquisition by the Group of all activities of Gram Car Carriers Holdings Pte. Ltd. and its subsidiaries ('Old Group');
  • ii. The acquisition of two PCTC vessels from a third party, settled with a combination of cash and shares;
  • iii. The injection of USD 173.3 million in new equity, of which USD 71.3 million in cash and USD 102.0 million as contribution in kind. The latter comprise USD 57.7 million contribution in kind from shareholders of Gram Car Carriers Holdings Pte. Ltd. and non-controlling interests in its subsidiaries and the remaining USD 44.3 million representing part consideration for the two PCTC vessels acquired from a third party and settled by issuing shares (contribution in kind); and
  • iv. New debt raised to settle Old Group's existing debt and partial financing of the two additional PCTC vessels acquired.

Judgement

Management has used their judgement to assess how the restructuring and linked transactions as referred to above should be treated for accounting purposes, and if this qualifies as a business combination in the scope of IFRS 3. Management's assessment is that the series of linked transactions carried out in connection with the restructuring of the Group is for accounting purposes not considered to be a business combination

but a restructuring and refinancing of the Group, together with an issue of new shares (capital increase) and that the carrying values of assets and liabilities in the Group shall be carried on forward (continuity).

Carrying values in the Group's financial statements are on a going concern basis (continuity), whereas the Old Group's 2021 financial statements have been prepared on a basis other than that of a going concern as the sale of its assets are deemed to be a realisation and the Old Group will commence liquidation proceedings subsequently to the sale of all its assets to the Group. Consequently, the carrying values of assets in the Old Group had been impaired to net realisable value and classified as assets held for sale as at 31 December 2021. In order for carrying values of assets to be on a going concern basis, relevant adjustments have been made in the Groups financial statements' comparable numbers for 2021. Reference is made to note 13.

Assumptions and estimation uncertainties

The following assumptions and estimation uncertainties can have a significant risk of resulting in a material adjustment to the carrying amounts of assets:

  • i. Depreciation, useful lives and residual values of vessels Depreciation is based on estimates of the vessels' useful lives, residual values, scrapping costs and depreciation method, which are reviewed at each balance sheet date. Useful lives may change due to technological developments, market conditions and changes in regulations. The Group is committed to recycling its vessels in compliance with the Hong Kong convention and Norwegian Shipowners Association guidelines. In the assessment of residual value there is a considerable degree of uncertainty in estimating prevailing market prices for green recycling. Any changes in estimated useful lives and/or residual values impact the depreciation of the vessels prospectively.
  • ii. Impairment of vessels

Indicators of impairment of assets are assessed at each reporting date. The impairment assessments demand a considerable degree of estimation. Changes in circumstances and assumptions may significantly affect the estimated recoverable amounts. The Group's impairment test for operating vessels is based on the value in use as assessed by performing discounted cash flow calculations. Value in use calculations involve a high degree of estimation and a number of critical assumptions such as time charter rates, operational expenses, residual values and discount rates.

Note 5 – Segment information

All the Group's vessels can be categorised in the pure car and truck carrier (PCTC) shipping segment and exhibit similar technical, trading, economic and financial characteristics.

The top three customers of the Group represent 15.6%, 11.7% and 10.3% of the Group's total time charter revenue during the nine months' period ended 30 September 2022 (2021: 28.4%, 11.9% and 8.4%). No other customers represent more than 10% of total time charter revenue.

Charter parties entered into with customers are typically for global operation of the vessels. Time charter revenue originate from customers geographically located as follows:

Sep 2022 Sep 2021
In USD thousands Q3 2022 Q3 2021 YTD YTD 2021
Asia 21,279 14,687 55,321 36,696 51,129
Europe 7,100 4,253 20,358 16,348 21,128
Other 2,904 1,242 7,386 3,346 4,453
Total time charter revenue 31,283 20,182 83,065 56,390 76,710

Note 6 – Operating revenue

Sep 2022 Sep 2021
In USD thousands Q3 2022 Q3 2021 YTD YTD 2021
Time charter revenue 31,283 20,182 83,065 56,390 76,710
Time charter hire commissions (565) (254) (1,499) (747) (1,055)
Management fees and time charter hire
commissions 103 122 430 326 444
Other income 630 - 730 - 1,930
Total operating revenue 31,451 20,050 82,726 55,969 78,029

The Group's vessels earn revenue from time charter parties entered into with operators providing services related to the seaborne transportation of vehicles and equipment.

Note 7 – Vessels and other tangible assets

Details of the Group's vessels and other tangible assets at 30 September 2022 are as follows:

In USD thousands Vessels Equipment Total
Acquisition cost at 1 January 2022 685,214 27 685,241
Additions – Acquisition of vessels 123,110 - 123,110
Additions – Drydocking 5,094 - 5,094
Additions – Technical upgrade 3,049 - 3,049
Additions - 2 2
Disposals of vessels (136,918) - (136,918)
Acquisition cost 30 September 2022 679,550 29 679,579
Acc. depreciation at 1 January 2022 (211,934) (6) (211,941)
Acc. impairment at 1 January 2022 (62,695) - (62,695)
Depreciation for the period (15,636) - (15,636)
Disposals 37,054 - 37,054
Acc. depreciation and impairment at 30 September 2022 (253,211) (6) (253,218)
Carrying amount at 30 September 2022 426,338 22 426,360
Acquisition cost at 1 January 2021 679,000 12 679,012
Additions – Drydocking 3,990 - 3,990
Additions – Technical upgrade 2,224 - 2,224
Additions - 15 15
Acquisition cost 31 December 2021 685,214 27 685,241
Acc. depreciation at 1 January 2021 (190,766) (5) (190,771)
Acc. impairment at 1 January 2021 (62,695) - (62,695)
Depreciation for the period (21,169) (2) (21,171)
Disposals - - -
Acc. depreciation and impairment at 31 December 2021 (274,630) (6) (274,636)

As at 30 September 2022, the Group operated 16 owned PCTC vessels.

In January 2022, the Group completed a refinancing for the two PCTC vessels Viking Adventure and Viking Bravery, whereby the Group entered into a sale-and-lease back transaction. The vessels have hence been reclassified from Vessels and other tangible assets to Right-of-use assets during the nine months period ending 30 September 2022. No gain or loss have been realised in connection with the transaction as the transaction is not considered a sale.

In April 2022, the Group completed a refinancing of a lease for the PCTC vessel Viking Drive, whereby the Group has exercised a purchase option and entered into a USD 15 million senior secured credit facility agreement to finance this vessel and also the PCTC vessel Viking Princess. The Viking Drive has hence been reclassified from Right-of-use assets to Vessels and other tangible assets during the nine months period ending 30 September 2022.

In August 2022 the Group completed a refinancing of a lease for the PCTC vessel Viking Destiny, whereby the Group exercised a purchase option and entered into a USD 40 million accordion term loan under the existing senior secured credit facility agreement to finance the vessel. The vessel has hence been reclassified from Right-of-use assets to Vessels and other tangible assets during the nine months period ending 30 September 2022.

Vessels include dry-docking and technical upgrades. The carrying amount for dry-docking was USD 10,996,000 at 30 September 2022 (31 December 2021: USD 7,892,000).

Vessels with carrying value of USD 426,338,000 at 30 September 2022 have been pledged to secure the various credit facilities (31 December 2021: USD 410,585,000), ref note 9.

At each reporting date, the Group evaluates whether there is an indication that an asset may be impaired. An assessment of the recoverable amount is made when an impairment indicator exists. At 30 September 2022 no such indicators have been identified.

Given that the valuation in connection with the private placement carried out in January 2022 (ref note 1 and 13) was below the book equity as at 31 December 2021, management has performed impairment tests of all vessels in the Group as at 31 December 2021. This assessment did not lead to any impairment charges as the recoverable amounts are higher than the carrying amounts for all vessels. The assessment is based on discounted cashflow analysis to assess the values of all vessels based on value in use. Main assumptions include weighted average cost of capital (WACC) of 7.0%, historical average time charter hire rates and utilisation, an estimated steel scrap price of USD 300/ldwt net of scrapping costs and 2% annual cost inflation and growth in time charter hire.

Based on the value in use calculations, an increase in discount rate by 200 basis points would result in a decrease of Vessels and other tangible assets value in use by USD 80 million. A change in charter rate by 10% would impact Vessels and other tangible assets value in use by USD 85 million. Neither of these changes would lead to any impairment.

Note 8 – Right-of-use assets

Details of the Group's right-of-use assets at 30 September 2022 are as follows:

Office
In USD thousands Vessels premises Total
Acquisition cost at 1 January 2022 77,113 1,537 78,650
Additions – Acquisition of vessels 99,864 - 99,864
Additions – Drydocking 988 - 988
Additions – Technical upgrade 22 - 22
Additions – Transaction costs 1,795 - 1,795
Additions – Office premises - 2 2
Disposal – Right-of-right-of-use assets (78,191) (244) (78,435)
Acquisition cost 30 September 2022 101,591 1,294 102,886
Acc. depreciation and impairment 1 January 2022 (14,743) (1,036) (15,779)
Depreciation for the period (4,670) (251) (4,920)
Disposals 16,589 223 16,813
Acc. depreciation and impairment at 30 September 2022 (2,822) (1,064) (3,886)
Carrying amount at 30 September 2022 98,770 229 99,000
Acquisition cost at 1 January 2021 126,690 1,287 127,977
Additions – Drydocking 803 - 803
Additions – Technical upgrade 32 - 32
Additions - 249 249
Disposals of right-of-use assets (50,412) - (50,412)
Acquisition cost 31 December 2021 77,113 1,537 78,650
Acc. depreciation and impairment 1 January 2021 (18,658) (676) (19,334)
Depreciation for the period (3,827) (360) (4,187)
Disposals 7,743 - 7,743
Acc. depreciation and impairment at 31 December 2021 (14,743) (1,036) (15,779)
Carrying amount at 31 December 2021 62,370 501 62,871

As at 30 September 2022, the Group operated two leased PCTC vessels.

In January 2022, the Group completed a refinancing for the two PCTC vessels Viking Adventure and Viking Bravery, whereby the Group entered into a sale-and-lease back transaction. The vessels have hence been reclassified from Vessels and other tangible assets to Right-of-use assets during the nine months period ending 30 September 2022.

In April 2022, the Group completed a refinancing of a lease for the PCTC vessel Viking Drive, whereby the Group has exercised a purchase option and entered into a USD 15 million senior secured credit facility agreement to finance this vessel and also the PCTC vessel Viking Princess. The Viking Drive has hence been reclassified from Right-of-use assets to Vessels and other tangible assets during the nine months period ending 30 September 2022.

In August 2022 the Group completed a refinancing of a lease for the PCTC vessel Viking Destiny, whereby the Group exercised a purchase option and entered into a USD 40 million accordion term loan under the existing senior secured credit facility agreement to finance the vessel. The vessel has hence been reclassified from Right-of-use assets to Vessels and other tangible assets.

Vessels include dry-docking and technical upgrades. The carrying amount for dry-docking was USD 1,355,000 at 30 September 2022 (31 December 2021: USD 758,000).

Transaction costs amounting to USD 1,795,000 have been capitalised under right-of-use assets in connection with the assumption of leases during the first half of 2022, of which USD 108,000 have been fully written off for vessels refinanced and reclassified from Right-of-use assets to Vessels and other tangible assets during the nine months period ending 30 September 2022.

At each reporting date, the Group evaluates whether there is an indication that an asset may be impaired. An assessment of the recoverable amount is made when an impairment indicator exists. At 30 September 2022 no such indicators have been identified.

Given that the valuation in connection with the private placement carried out in January 2022 (ref note 1 and 13) was below the book equity as at 31 December 2021, management has performed impairment tests of all vessels in the Group as at 31 December 2021. This assessment did not lead to any impairment charges as the recoverable amounts are higher than the carrying amounts for all vessels. The assessment is based on discounted cashflow analysis to assess the values of all vessels based on value in use. Main assumptions include weighted average cost of capital (WACC) of 7.0%, historical average time charter hire rates and utilisation, an estimated steel scrap price of USD 300/ldwt net of scrapping costs and 2% annual cost inflation and growth in time charter hire.

Based on the value in use calculations, an increase in discount rate by 200 basis points would result in a decrease of Right-of-assets value in use by USD 50 million. A change in charter rate by 10% would impact Right-of-assets value in use by USD 37 million. Neither of these changes would lead to any impairment.

Note 9 – Interest-bearing debt

Details of the Group's interest-bearing debt at 30 September 2022 are as follows:

Facility Out
USD thousands Currency amount Margin Maturity standing
USD 262 million senior secured credit facility USD 262,000 2.95% Jan 2027 249,900
USD 15 million senior secured credit facility USD 15,000 4.70% Apr 2025 13,750
263,650
Amortised debt issuance costs (4,455)
Total interest-bearing debt at 30 Sep 2022 259,195

In January 2022, the Group entered into a USD 222 million senior secured credit facility agreement for the refinancing of 13 PCTC vessels, ref note 1.

In April 2022, the Group completed a refinancing of a lease for the PCTC vessel Viking Drive, whereby the Group exercised a purchase option and entered into a USD 15 million senior secured credit facility agreement to finance the vessel. Collateral under the facility comprises the two PCTC vessels Viking Drive and Viking Princess.

In August 2022 the Group completed a refinancing of a lease for the PCTC vessel Viking Destiny, whereby the Group exercised a purchase option and entered into a USD 40 million accordion term loan under the existing senior secured credit facility agreement to finance the vessel. The purchase price for the vessel comprises the lease liability then outstanding at USD 27,517,000. The vessel has been reclassified from Right-of-use assets to Vessels and other tangible assets.

As per 30 September 2022, the Group is in compliance with all financial covenants and value maintenance tests, including value adjusted equity of minimum 35% and at all times USD 50 million; minimum cash of no less than the greater of 5% of total interest-bearing debt outstanding and USD 10 million; and fair market value of at least 130% of interest-bearing debt outstanding.

Details of the Group's contractual maturities of interest-bearing debt on a non-discounted basis as at 30 September 2022 are as follows:

Due within 12-24 24-36 36-48 Due after
USD thousands 12 months months months months 30 Sep 2026
Interest-bearing debt 31,699 30,924 30,107 28,487 142,433

Note 10 – Lease liabilities

Details of the Group's interest-bearing debt at 30 September 2022 are as follows:

Facility Out
USD thousands Currency amount Margin Maturity standing
Lease (Viking Adventure/Viking Bravery) USD 70,000 4.00% Jan 2030 66,240
Other lease liabilities 251
Total lease liabilities at 30 September 2022 66,491

In January 2022, the Group entered into a USD 70 million sale-and-lease-back financing for two PTCS vessels, Viking Adventure and Viking Bravery, ref note 7 and 8. The transaction was completed on 25 January 2022 and existing financing on the vessels was fully repaid on the same date. The Group has the option to repurchase the vessels starting from January 2024 and an obligation to repurchase the vessels at the maturity of the leases.

In April 2022, the Group completed a refinancing of the lease for Viking Drive, whereby the Group exercised a purchase option and entered into senior secured credit facility agreement to finance the vessel, ref note 7 and 8.

In August 2022 the Group completed a refinancing of a lease for the PCTC vessel Viking Destiny, whereby the Group exercised a purchase option and entered into a USD 40 million accordion term loan under the existing senior secured credit facility agreement to finance the vessel. The purchase price for the vessel comprise the lease liability then outstanding at USD 27,517,000. The vessel has been reclassified from Right-of-use assets to Vessels and other tangible assets.

As per 30 September 2022, the Group is in compliance with all financial covenants and value maintenance tests, including value adjusted equity of minimum 35% and at all times USD 50 million; minimum cash of no less than the greater of 5% of total interest-bearing debt outstanding and USD 10 million; and fair market value of at least 125% of interest-bearing debt outstanding.

Details of the Group's contractual maturities of lease liabilities on a non-discounted basis as at 30 September 2022 are as follows:

Due within 12-24 24-36 36-48 Due after
USD thousands 12 months months months months 30 Sep 2026
Lease liabilities 5,691 6,412 6,683 6,966 40,738

Note 11 – Share capital

In USD No. of shares Share capital
1 January 2022 10,000,000 125
Reverse split (26.497:1) (9,622,605) -
377,395 125
Share capital increase 17 January 2022 10,774,182 3,623
Share capital increase 17 January 2022 17,570,227 5,909
30 September 2022 28,721,804 9,657
3 August 2021 (date of incorporation) 1,000,000 113
Shares capital increase 12 October 2021 (reduction par value) - 12
Split par value (1:10) 9,000,000 -
31 December 2021 10,000,000 125

On 17 January 2022, the Board of Directors had proposed, and EGM of the Company resolved to carry out a reverse split of the Company's shares in the ratio 26.4974 to 1, whereby the par value was increased from NOK 0.11 to NOK 2.9147. The number of shares was reduced from 10,000,000 to 377,395 following the reverse split.

Following the private placement in connection with the listing of the Company's shares on Euronext Growth and the acquisition of 18 PCTC vessels, capital increases were proposed by the Board of Directors and resolved by the EGM of the Company on 17 January 2022 whereby the share capital was increased by NOK 82,615,959 from NOK 1,100,000 to NOK 83,715,959 by issuance of 28,344,409 new shares, each with a par value of NOK 2.9147. The shares were subscribed for at a price of NOK 53.00, whereof the amount of NOK 1,419,637,718 was transferred to share premium. 16,687,124 of the new shares were issued as part of the consideration paid for the 18 vessels acquired.

At 30September 2022 the share capital of the Company consists of 28,721,804 shares with par value per share of NOK 2.9147. All issued shares are of equal rights and are fully paid up.

Note 12 – Subsequent events

Subsequently to the balance sheet date the Group has entered new time charter parties with estimated total gross revenue amounting to USD 143 million.

On 31 October 2022 the Group entered into an agreement to acquire the Pure Car Truck Carrier "Paglia" (5,000 CEU) from F. Laeisz GmbH (the "Seller") for a total consideration of USD 49 million (the "Transaction"). As per the terms of the agreement, USD 39.2 million will be settled in cash and USD 9.8 million will be settled through the issuance of 563,218 new GCC shares to the Seller. The vessel is currently on a timecharter contract until May 2028 at USD 33,300 per day. The Transaction is subject to customary conditions precedent, including approval of transfer of the timecharter contract to GCC and the execution of long-term debt financing. Completion of the Transaction is expected to take place during the fourth quarter of 2022. The Seller is F. Laeisz GmbH, the largest shareholder of GCC, controlling 25.49% of the shares before the Transaction. The purchase price is set in accordance with recent market transactions, and on arm's length terms.

Note 13 – Adjustments relating to comparative period figures for the year ended 31 December 2021

As described in note 1 Gram Car Carriers ASA and its subsidiaries have acquired all the activities of Gram Car Carriers Holdings Pte. Ltd. and its subsidiaries (the "Old Group"). Carrying values in the Group's financial statements are on a going concern basis (continuity), whereas Old Group 2021 financial statements are prepared on a basis other than that of a going concern as the sale of its assets is deemed to be a realisation and the Old Group will commence liquidation proceedings subsequently to the sale of all its assets to the Group. Consequently, the carrying values of assets in the Old Group had been impaired to net realisable value and classified as assets held for sale as at 31 December 2021. Net realisable value represents the deemed value of the assets implied from the pricing of the private placement carried out by the Group in January 2022. In order for carrying values of assets to be on a going concern basis relevant adjustments have been made in the Group's financial statements comparable numbers for 2021. This note explains the principal adjustments made by the Group in adjusting its Singapore FRS financial statements, including the statement of financial position as of 31 December 2021 and the income statement for the year ended 31 December 2021 on the basis of going concern.

Consolidated statement of income

Old Group Going
In USD thousands 20211
Notes
concern adj 20211
Operating revenue 78,029 - 78,029
Vessel operating expenses (34,479) - (34,479)
Administrative expenses (8,162) - (8,162)
EBITDA 35,388 - 35,388
Depreciation (24,792) - (24,792)
Impairment (40,875) 40,875 -
Operating result (EBIT) (30,279) 40,875 10,596
Financial income 339 - 339
Financial expenses (18,402) - (18,402)
Profit/ (loss) before tax (EBT) (48,341) 40,875 (7,466)
Income tax expense (6) - (6)
Profit/ (loss) for the period (48,346) 40,875 (7,472)

Attributable to: Equity holders of the parent company (44,106) (7,935) Non-controlling interests (4,240) 463 (48,346) (7,472)

1 Prepared in accordance with Singapore Financial Reporting Standards (Singapore FRS), reference is made to Note 14 - First-time adoption of IFRS.

Consolidated statement of financial position

Old Group Going Reclas
In USD thousands Note 31 Dec 20211 concern adj sification 31 Dec 20211
Assets 454,496 40,875 (686) 494,683
Non-current assets 678 473,957 - 474,635
Vessels and other tangible assets/ Property,
plant and equipment A 18 410,587 - 410,605
Right-of-use assets A 501 62,370 - 62,871
Other non-current assets/ Other investment C 159 1,000 - 1,159
Current assets 453,818 (433,082) (686) 20,049
Assets held for sale A 432,082 (432,082) - -
Fuel and lubrication oil/ Inventories 1,738 - - 1,738
Trade and other receivables C 3,525 (1,000) (686) 1,839
Cash and cash equivalents 15,960 - - 15,960
Prepayments 512 - - 512
Equity and liabilities 454,496 40,875 (686) 494,683
Equity A 38,739 40,875 (375) 79,239
Non-current liabilities 44 121,353 - 121,397
Interest-bearing debt - non-current B - 63,437 - 63,437
Lease liabilities - non-current B 44 30,433 - 30,477
Redeemable convertible loans D - 27,483 - 27,483
Current liabilities 415,713 (121,353) (311) 294,048
Liabilities directly associated with assets
classified as held for sale A/B 374,588 (374,588) - -
Interest-bearing debt – current B - 263,323 - 263,323
Lease liabilities - current B 551 16,351 - 16,902
Redeemable convertible loans D 22,502 (22,502) - -
Trade and other payables B/D 14,845 (3,937) (311) 10,596
Derivative financial instruments 98 - - 98
Deferred income 3,129 - - 3,129

1 Prepared in accordance with Singapore Financial Reporting Standards (Singapore FRS), reference is made to Note 14 - First-time adoption of IFRS.

Reclassification of Vessels and other tangible assets and Right-of-use assets and reversal of impairment (Note A)

During January 2022 Old Group had sold 13 PCTC vessels and novated 3 leases under which the Old Group had the right of use of 3 PCTC vessels. At 31 December 2021 these vessels and right-of-use assets had been impaired to net realisable value and reclassified from Vessels and other tangible assets and Right-of-use assets to Assets held for sale in Old Group's 2021 financial statements. Net realisable value represents the deemed value of the assets implied from the pricing of the private placement carried out by the Group in January 2022. Adjustments have been made to reverse an impairment charge amounting to USD 40,875,000 against equity and also to reverse the reclassification to Assets held for sale. Total adjustment to Vessels and other tangible assets amount to USD 410,587,000. Total adjustment to Right-of-use assets amount to USD 62,370,000.

USD 375,000 represent adjustments related to liquidation of Old Group.

Reclassification of Liabilities directly associated with assets classified as held for sale (Note B) Liabilities directly associated with assets classified as held for sale (ref paragraph above – Note A) have been reclassified with USD 63,437,000 to Interest-bearing debt – non-current and USD 263,323,000 to Interest-bearing debt – current and USD 30,433,000 to Lease liabilities – non-current and USD 16,351,000 to Lease liabilities – current. USD 1,044,000 of accrued interest on one of the interest-bearing debt have been reclassified from Trade and other payables to liabilities directly associated with assets classified as held for sale.

Reclassification of Trade and other receivables (Note C)

USD 1,000,000 of Trade and other receivables have been reclassified to Other non-current assets. This amount comprises a seller's credit extended to the lessor under one of the leases that had been novated (ref paragraph above – Note A).

Reclassification of Redeemable convertible loans and Trade and other payables (Note D)

Redeemable convertible loans amounting to USD 22,502,000 have been reclassified from current to noncurrent liabilities. USD 4,981,000 of accrued interest on redeemable convertible loans have been reclassified from Trade and other payables to Redeemable convertible loans (non-current).

Note 14 – First-time adoption of IFRS

The interim consolidated financial statements for the period 1 January 2022 – 30 September 2022 are the first financial statements the Group has prepared in accordance with IFRS. Comparable figures for periods up to and including the year ended 31 December 2021 (ref note 1 and 2) were prepared in accordance with Singapore Financial Reporting Standards ('Singapore FRS').

Accordingly, the Group has prepared financial statements that comply with IFRS, applicable as of 30 September 2022, together with the comparative period figures for the year ended 31 December 2021. In preparing the financial statements, the Group's opening statement of financial position was prepared as of 1 January 2021, the Group's date of transition to IFRS. This note explains the principal adjustments made by the Group in restating its Singapore FRS financial statements, including the statement of financial position as of 1 January 2021 and the income statement for the year ended 31 December 2021.

The broad policy intention of the Accounting Standards Council (Singapore) is to adopt the International Financial Reporting Standards issued by IASB. There are no adjustments made in restating the financial statements as described above. Adjustment made for the going concern assumption are addressed in note 13.

Statement of financial position at 1 January 2021

Singapore
In USD thousands FRS Adjustments IFRS
Assets 550,827 - 550,827
Non-current assets 492,679 - 492,679
Vessels and other tangible assets/ Property, plant and
equipment 425,546 - 425,546
Right-of-use assets 65,974 - 65,974
Other non-current assets/ Other investment 1,159 - 1,159
Current assets 58,147 - 58,147
Assets classified as held for sale (Note A) 42,669 - 42,669
Fuel and lubrication oil/ Inventories 2,633 - 2,633
Trade and other receivables 658 - 658
Cash and cash equivalents 11,571 - 11,571
Other current assets/ Prepayments 617 - 617
Equity and liabilities 550,827 - 550,827
Equity 86,667 - 86,667
Non-current liabilities 399,639 - 399,639
Interest-bearing debt - non-current 327,970 - 327,970
Lease liabilities - non-current 46,712 - 46,712
Redeemable convertible loans 24,958 - 24,958
Current liabilities 64,520 - 64,520
Interest-bearing debt – current 4,413 - 4,413
Lease liabilities - current 48,439 - 48,439
Trade and other payables 9,700 - 9,700
Derivative financial instruments 163 - 163
Deferred income 1,238 - 1,238
Other current liabilities 567 - 567

Assets classified as held for sale (Note A)

Assets held for sale as at 1 January 2021 relates to a right-of-use asset where the Group and the lessor had agreed to dispose the vessel and hence it had been classified under Assets held for sale. The Group entered into a termination and sale agreement with the lessor In April 2021. The unwinding of the lease structure included the termination of a bareboat charter party between a subsidiary of the Group and the lessor, and a sale of the vessel to a third party. The termination of the bareboat charter party, which coincided with delivery of the vessel to the third-party buyer, was effective on 27 August 2021 with a recoverable value of the vessel at USD 42,669,000, which was offset against the corresponding lease liability. Following the lease termination and sale, the lease liability directly associated with the vessel had been settled in full in 2021.

Statement of financial position at 31 December 2021

Singapore
In USD thousands FRS1 Adjustments IFRS
Assets 494,683 - 494,683
Non-current assets 474,635 - 474,635
Vessels and other tangible assets/ Property, plant and
equipment 410,605 - 410,605
Right-of-use assets 62,871 - 62,871
Other non-current assets/ Other investment 1,159 - 1,159
Current assets 20,049 - 20,049
Fuel and lubrication oil/ Inventories 1,738 - 1,738
Trade and other receivables 1,839 - 1,839
Cash and cash equivalents 15,960 - 15,960
Other current assets/ Prepayments 512 - 512
Equity and liabilities 494,683 - 494,683
Equity 79,239 - 79,239
Non-current liabilities 367,067 - 367,067
Interest-bearing debt - non-current 309,107 - 309,107
Lease liabilities - non-current 30,477 - 30,477
Redeemable convertible loans 27,483 - 27,483
Current liabilities 48,378 - 48,378
Interest-bearing debt – current 17,653 - 17,653
Lease liabilities - current 16,902 - 16,902
Trade and other payables 10,596 - 10,596
Derivative financial instruments 98 - 98
Deferred income 3,129 - 3,129

1 Adjusted Singapore FRS, reference is made to Note 13 - Adjustments relating to comparative period figures for the year ended 31 December 2021.

Reconciliation of total comprehensive income for the year ended 31 December 2021

Singapore
In USD thousands FRS Adjustments IFRS
Operating revenue 78,029 - 78,029
Vessel operating expenses (34,479) - (34,479)
Administrative expenses (8,162) - (8,162)
EBITDA 35,388 - 35,388
Depreciation (24,792) - (24,792)
Operating result (EBIT) 10,596 - 10,596
Financial income 339 - 339
Financial expenses (18,402) - (18,402)
Profit/ (loss) before tax (EBT) (7,466) - (7,466)
Income tax expense (6) - (6)
Profit/ (loss) for the period (7,472) - (7,472)
Exchange differences on translation of foreign operations 43 - 43
Total comprehensive income (7,429) - (7,429)

1 Adjusted Singapore FRS, reference is made to Note 13 - Adjustments relating to comparative period figures for the year ended 31 December 2021.

Statement by the Board and Management

The Board of Directors and Management have reviewed and approved the condensed interim financial statements of Gram Car Carriers ASA for the period 1 January – 30 September 2022 and confirm that to the best of our knowledge:

  • x The condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting;
  • x The information presented in the condensed interim financial statements gives a true and fair view of the Group's assets, liabilities, financial position and income;
  • x The information presented in the condensed interim financial statements gives a true and fair view on related party transactions; and
  • x The interim report includes a fair review of important events that have occurred during the period and their impact on the consolidated financial statements and a description of the principal risks and uncertainties for the period

Oslo, 3 November 2022

Board of Directors and Chief Executive Officer, Gram Car Carriers ASA Ivar Hansson Myklebust ʻ˔ˡ˦ˁ˜˞ˢ˟˔˨˦ˆ˖˛ί˘˦ Alasdair James Dougall Locke Chair Deputy Chair Christine Rødsæther Nils Kristoffer Gram Gaby Bornheim Clivia Catharina Breuel Georg Alexander Whist Chief Executive Officer

Alternative performance measures and glossary

The Group's financial statements are prepared in accordance with International Financial Reporting Standards (IFRS). The Group presents certain financial measures using alternative performance measures (APMs) not defined in the IFRS reporting framework. The Group believes these APMs provide meaningful information about operational and financial performance. Relevant APMs include the following and are defined below.

Time charter (TC): A contract for the hire of a vessel for a specific period; the owner supplies the vessel and crew, the charterer selects the ports, route and vessel speed. The charterer pays for all fuel the vessel consumes, port charges, commissions, and a daily hire (TC-rate) to the owner of the vessel.

Average time charter (TC) rate per day/ time charter equivalent (TCE): Average TC rate per day or TCE represents charter revenue divided by the number of trading days for the Group's vessels or a selection of the Group's vessels during a given reporting period. Trading days include all days whilst the vessel is under the Group's ownership except days when the vessel is idle or off-hire and not generating revenue.

Average operating expense ('OPEX') per day: Average OPEX per day is calculated as total operating expenses for the Group's vessels or a selection of the Group's vessels during a given reporting period (including vessel running expenses and insurance premiums) divided by days during the period.

Break-even TC rate per day: Break-even TC rate per day represents average OPEX per day (including insurance) with the addition of debt servicing costs, including interest and principal repayments applicable for the relevant vessels and an allocation of administrative expenses.

Utilisation: Represents total vessel trading days (idle and off-hire days not included) divided by total days during the relevant period.

Planned/unplanned off-hire: Planned off-hire includes planned off-hire days in connection with dry docking and also three days off-hire per vessel per year to carry out repairs and maintenance that cannot be carried out during normal trading of the vessels.

Contract backlog: The aggregate value of firm contracts with agreed time charter rate, terms and/or conditions and where revenue is yet to be recognised.

EBITDA: Profit/(loss) for the period before net financial items, income tax expense, depreciation and amortization.

Firm contract: Customer commits to a fixed long-term contract at a specified time charter rate

PCC/PCTC: Pure car carrier/Pure car and truck carrier

CEU: Car Equivalent Units

Panamax: Capacity 6,000+, serving east-west trade-lanes crossing the canals and major oceans

Mid-size: Capacity 3,500-5,999 CEU, serving north-south trade-lanes intra continents

Distribution ships: Capacity up to 3,500 CEU, serving regional markets like Northern Europe and Caribbean

Forward looking statement

This report contains certain forward-looking statements that involve risks and uncertainties. In some cases, the Company uses words such as "ambition", "continue", "could", "estimate", "expect", "believe", "focus", "likely", "may", "outlook", "plan", "strategy", "will", "guidance" and similar expressions to identify forward-looking statements. All statements other than statements of historical fact, including, among others, statements regarding plans and expectations with respect to Gram Car Carrier's development and returns, balance sheet and long-term underlying earnings growth; market outlook and future economic projections and assumptions; capital expenditure guidance; production guidance; development and construction activities; projected unit of production cost; accounting decisions and policy judgments, ability to put new facilities into profitable production, and the impact thereof; expected dividend payments; estimated provisions and liabilities; planned acquisitions and divestments; and the projected impact or timing of administrative or governmental rules, standards, decisions or laws, including with respect to and future impact of legal proceedings are forward-looking statements.

You should not place undue reliance on these forward- looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons.

These forward-looking statements reflect current views about future events and are, by their nature, subject to significant risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including levels of industry product supply, demand and pricing; price and availability of alternative fuels; currency exchange rate and interest rate fluctuations; the political and economic policies of operating countries; general economic conditions; political and social stability and economic growth in relevant areas of the world; global political events and actions; economic sanctions, security breaches; changes or uncertainty in or non-compliance with laws and governmental regulations; the timing of bringing new plants on stream; an inability to exploit growth or investment opportunities; material differences from reserves estimates; an inability to find and develop new plants; ineffectiveness of crisis management systems; adverse changes in tax regimes; the development and use of new technology; geological or technical difficulties; operational problems; operator error; inadequate insurance coverage; the lack of necessary transportation infrastructure when a field is in a remote location and other transportation problems; the actions of competitors; the actions of partners; the actions of governments; counterparty defaults; natural disasters and adverse weather conditions, climate change, and other changes to business conditions; an inability to attract and retain personnel; relevant governmental approvals; industrial actions by workers and other factors discussed elsewhere in this report. For additional information on risk factors see the information document to Euronext Growth dated 28 January 2022 available at www. gramcar.com.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, it cannot assure that its future results, level of activity, performance or achievements will meet these expectations. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, the Company undertakes no obligation to update any of these statements after the date of this report, whether to make them either conform to actual results or changes in our expectations or otherwise.

-
- - -

Interim report Q3 2022

Gram Car Carriers ASA Bryggegata 9 (Aker Brygge), 0250 Oslo, Norway Phone: +47 22 01 74 50 E-mail: [email protected]

Page 35

To the Board of Directors of Gram Car Carriers ASA

Report on Review of Interim Financial Information

Introduction

We have reviewed the accompanying condensed balance sheet of Gram Car Carriers ASA as at 30 September 2022, and the related condensed income statement, the statement of changes in equity and the cash flow statement for the nine-month period then ended, and a summary of significant accounting policies and other explanatory notes. Management is responsible for the preparation and fair presentation of this interim financial information in accordance with IAS 34 Interim Financial Reporting. Our responsibility is to express a conclusion on this interim financial information based on our review.

Scope of work

We conducted our review in accordance with ISRE 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of interim financial information consists of making inquiries, primarily to 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 (ISAs), and consequently does not enable us to obtain assurance that we would become aware of all material matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting

BDO AS

John Arne Fiskerstrand State Authorised Public Accountant (This document is signed electronically)

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