Avance Gas : Earnings Document

AVANCE GAS HOLDING LTD

UNAUDITED CONDENSED CONSOLIDATED INTERIM

FINANCIAL STATEMENTS

For the three months ended March 31, 2025

BERMUDA, April 25, 2025- Avance Gas Holding Ltd (OSE: AGAS) ("Avance Gas" or the "Company") today reports unaudited results for the first quarter 2025.

HIGHLIGHTS

• • Net profit of $42.6 million and earnings per share of $0.56 for the first quarter 2025, compared to net income of $210.2 million and earnings per share of $2.74 for the fourth quarter 2024.

• • On February 28, 2025, the sale of the four Mid-Sized Gas Carriers ("MGCs") newbuilding contracts to subsidiaries of Exmar LPG B.V. ("Exmar") was successfully completed. Avance Gas received reimbursement of $62.1 million of yard instalments paid by Avance Gas to the yard. The Company recorded a gain on sale of $34.2 million in relation to the sale for the first quarter.

• • In April, 2025, the final milestone payment from Exmar of $34.2 million was received at steel cutting of the fourth and final MGC newbuilding bringing the total cash proceeds from Exmar to $96.3 million of which $62.1 million was received in March and $34.2 million was received in April 2025.

• • During the first quarter 2025, the Company paid and distributed $435.6 million to shareholders of which $153.2 million was return of capital ($2.0 per share), $57.4 million in extraordinary dividend ($0.75 per share) and $225 million distribution in BW LPG shares ($3.25 per share on the announcement date, February 12, 2025).

• • On April 16, 2025, the Company declared a final extraordinary distribution of $0.74 per share, of which $0.16 per share is return of capital while the remaining $0.58 per share is extraordinary dividend. The payment date is May 7, 2025, as per key information stated in a separate press release. The final distribution is in line with the estimates presented on February 12, 2025.

• • As announced in our third-quarter presentation on November 27, 2024 and reaffirmed in our fourth-quarter presentation on February 12, 2025, following completion of the VLGC fleet sale in 2024 of which four were sold to third parties during the first half of 2024, twelve VLGCs were sold to BW LPG during the second half of 2024, and the four MGC newbuilding sale to Exmar during the first quarter 2025, Avance Gas has sold all assets in the Company and has been returning capital to shareholders with the final distribution announced on April 16, 2025. As previously announced, Avance Gas does not plan to make new investments. Therefore, Avance Gas has continued the wind-up process and called for a Special General Meeting to be held on May 16, 2025, to resolve delisting of the Company and to proceed with a voluntary liquidation of the Company. The last trading date of the shares will be determined by the Oslo Stock Exchange, which we anticipate will occur in June/July 2025.

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In US$ thousands (unless stated otherwise)	Three months ended	Three months ended
Income statement:	March 31, 2025	December 31, 2024
Operating revenue	114	44,764
Voyage expense	(20)	(18,631)
TCE earnings	94	26,133
Gross operating profit (EBITDA)	(4,411)	14,142
Gain on sale	34,249	287,428
Change in fair value of BW LPG shares	11,363	(96,723)
Net profit	42,607	210,164
Net (loss) profit adjusted*	(3,005)	13,497
Earnings per share (basic) ($)	0.56	2.74
Earnings per share (basic) ($) adjusted*	(0.04)	0.18
Balance sheet:	March 31, 2025	December 31, 2024
Total assets	61,342	457,358
Total liabilities	654	3,435
Cash and cash equivalents	23,103	176,021
Total shareholders' equity	60,688	453,923
Cash flows:	March 31, 2025	December 31, 2024
Net cash from operating activities	1,735	17,846
Net cash from investing activities	55,832	585,492
Net cash (used in) financing activities	(210,631)	(619,129)
Net (decrease) in cash and cash equivalents	(152,918)	(15,791)

*Excluding gain on sale, fair value adjustment of BW LPG investment and dividend income

FINANCIAL REVIEW INCLUDING IMPACT OF THE SALE OF THE MGC FLEET

Avance Gas reported an operating revenue of $114 thousand for the first quarter of 2025 compared to $44.8 million for the fourth quarter of 2024. Avance Gas reported a voyage expense of $20 thousand and $18.6 million for the fourth quarter 2024. The Company completed the sale of the VLGC fleet to BW LPG during the fourth quarter of 2024, explaining the reduction in operating revenue and voyage expense. The operating revenue and voyage expense for the first quarter 2025 consists of a minor settlement against the charterers and vendors.

Operating expenses (OPEX) were credit $288 thousand compared to $7.7 million for the fourth quarter. Operating expenses decreased as we sold the VLGC fleet during the fourth quarter.

Administrative and general (A&G) expenses for the first quarter were $4.8 million, compared to $4.3 million in the fourth quarter. Of the A&G expenses, $3.2 million relates to settlement of employee share options for the first quarter and $2.8 million for the fourth quarter. The remaining A&G expenses relates to office related costs, legal, corporate, personnel expenses and other administrative costs.

Gain on disposal of assets for the first quarter was $34.2 million representing the sale of the four MGC newbuildings to Exmar. On November 27, 2024, in connection with the third quarter earnings release,

Avance Gas announced that it had entered into a Heads of Agreement ("HoA") with Exmar LPG BV ("Exmar")

to sell the four MGCs currently under construction at CIMC SOE by way of novation of the ship building contracts where the consideration was agreed to be $282.4 million. Two of the vessels were ordered in June 2023, and the last two vessels were ordered in August 2023 at $62.1 million each. On February 28, 2025, Avance Gas announced completion of the sale and received reimbursement of $62.1 million of yard instalment paid by Avance Gas to the yard. Exmar as legal owner of the ship building contracts became responsible for the remaining $186.1 million of yard instalments as well as associated construction supervision work. Furthermore, Avance Gas also received a final milestone payment from Exmar of $34.2 million at steel cutting of the fourth and final MGC newbuilding in April 2025, which is recorded as a receivable as of March 31, 2025. Hence, Avance Gas booked a gain of $34.2 million in relation to the sale of the MGC newbuilding contracts in the first quarter of 2025. This compares to $287.4 million for the fourth quarter. The gain recorded during the fourth quarter relates to the sale of the twelve VLGCs to BW LPG.

Changes in fair value of BW LPG were positive $11.4 million for the first quarter, compared to a negative amount of $96.7 million for the fourth quarter. The significant movement is mainly due to a positive fair value movement of the BW LPG share of $11.4 million from year end to quarter. The 19.282 million BW LPG share was recorded at $11.16/share on December 31 and $11.75/share at the distribution of 19.147 million BW LPG shares to shareholders on February 26, 2025. The remaining 134,658 BW LPG shares retained in Avance Gas was a result of the fractional effect as commented below, was valued at $10.55/share on March 31, 2025 and subsequently sold in April 2025.

Avance Gas reported a net profit of $42.6 million or $0.56 per share, compared to $210.2 million for the fourth quarter 2024, or $2.74 per share for the fourth quarter. The net profit adjusted (excluding gain on vessel sales, changes in fair value and dividend income of the BW LPG investment) for the first quarter was negative $3 million, or $0.04 per share, compared to the fourth quarter of $13.5 million, or $0.18 per share.

Avance Gas' total assets amounted to $61.3 million on March 31, 2025 compared to $457.4 million on December 31, 2024. During the first quarter, Avance Gas distributed $435.6 million to shareholders of which $225 million in carrying amount related to distribution of the BW LPG shares, $153.2 million was return of capital and $57.4 million was extraordinary dividend. Further, the MGC newbuildings classified as Assets held for sale on December 31, 2024 were sold to Exmar during the first quarter which was settled by reimbursement of $62.1 million in paid yard instalments by Avance Gas from Exmar. The final settlement of the four MGC newbuildings of $34.2 million were received in April 2025, thereby booked as receivables on March 31 ,2025.

Avance Gas' total liabilities amounted to $654 thousand compared to $3.4 million on December 31, 2024. The liabilities at quarter end mainly consist of accounts payable to vendors, settlement to employees, accrued board fee and deferred tax.

Total shareholders' equity was $60.7 million at quarter-end, corresponding to an equity ratio of 99%, compared to $453.9 million equalling an equity-ratio of 99% at year-end. Shareholder equity decreased by $393.2 million during the first quarter mainly due to distributions made $435.6 million for the fourth quarter of 2024 and extra ordinary dividend announced during the first quarter of 2025, being offset by net profit of $42.6 million.

Cash and cash equivalents were $23.1 million on March 31, 2025, compared to $176.0 million on December 31, 2024. Cash flow from operating activities was $1.7 million, compared with $7.8 million for the fourth quarter. Net cash flow from investing activities was $55.8 million of which $62 million relates to net proceeds from MGC vessel sales offset by $6.2 million in paid yard instalment prior completing the sale to Exmar. This compares with a net cash flow from investing activities of $585.5 million for the fourth quarter of which $592.2 million relates to net proceeds from vessel sales offset by $6.7 million relates to MGC pre-delivery capital expenditure. Net cash flow used in financing activities was $210.6 million, consisting of cash payment of return of capital of $153.2 million and extraordinary dividend of $57.4 million. This compares with $619.1 million in the fourth quarter, consisting of payment of dividend of $268.1 million for the third quarter, repayments of debt of $361.4 million offset by proceeds from settlement of terminated interest swaps of $4.4 million and dividends received of $6.0 million.

DIVIDEND DISTRIBUTED IN 2025, DELISTING AND WIND UP FOR AVANCE GAS

On February 12, 2025, the Company announced a cash dividend of $2.0 per share equal to $153 million, of which all represents a return of capital, following the approval to reduce capital at the Special General Meeting held on February 5, 2025. Additionally, the Company declared the distribution of BW LPG shares to its shareholders, as the lock-up period expired on February 9, 2025. As of the close of business on February 11, 2025, BW LPG shares traded at NOK 145/$13 per share, bringing the total value of the BW LPG share distribution to approximately $250 million, or $3.25 per share in Avance Gas. The BW LPG shares were distributed to the shareholders on February 26, 2025 and the return of capital was paid to shareholders on February 27, 2025.

Avance Gas has 76,593,083 outstanding shares (net of treasury shares) and held 19,282,000 shares in BW LPG. Shareholders therefore receive one BW LPG share for every four Avance Gas shares they held, with any fractions rounded down. As a result, fractional shares were not settled in the form of BW LPG shares. Hence, 134,658 BW LPG shares remained after the distribution, which was subsequently sold in April at $1.2 million in total.

On February 28, 2025, Avance Gas announced closing of the sale of the four MGC newbuildings to Exmar triggering payment from Exmar to the company of $62.1 million, this allowed an extraordinary dividend of $0.75 per share equalling $57.4 million to be declared. The extraordinary dividend was paid on March 14, 2025.

On April 16, 2025, the Company announced that the final settlement of $34.2 million from Exmar was received allowing a final extraordinary distribution of $0.74 per share, equalling $56.7 million in total, of which $0.16 per share is return of capital and $0.58 per share is dividend. Payment of the final distribution will be paid on May 7, 2025.

As announced in our third-quarter presentation on November 27, 2024, and reaffirmed in our fourth quarter presentation on February 26, 2025, Avance Gas no longer owns operating assets and does not plan to make new investments following the completion of the VLGC fleet sale to BW LPG and the MGC newbuildings sale to Exmar. Therefore, Avance Gas has been preparing a wind-up process, including dissolution of empty subsidiaries, termination of employees including management and returned all capital to its shareholders promptly, with the final distribution announced on April 16 of $0.74 per share. Any remaining funds in the Company after the final distribution on May 7, 2025, are expected to be used to settle any outstanding obligations to creditors, including liquidation fees.

On April 24, 2025, the Company called for a Special General Meeting to be held on May 16, 2025, to proceed with a members voluntary liquidation of the Company by appointing Ernst & Young (Bermuda) as Liquidators with effect from the close of the Meeting and to approve the delisting of the Company's common shares

from the Oslo Stock Exchange and to authorize the Liquidators to take steps to implement the delisting including filing an application to the Oslo Stock Exchange on behalf of the Company. The Company expect that the delisting will be completed during June/July 2025.

Due to limited activity as explained above, a presentation or webcast/conference call will not be held for the first quarter 2025. Press releases will be issued as needed regarding the resolutions from the Special General Meeting and the delisting process.

For further queries, please contact: Investor and Analyst contact:

Randi Navdal Bekkelund, CFO Tel: [phone],[e-mail]

FORWARD-LOOKING STATEMENTS

Matters discussed in this announcement may constitute forward-looking statements. All statements other than statements of historical facts included in this announcement, including those regarding Avance Gas' plans, strategies, business prospects, changes and trends in its business and the markets which it operates are forward-looking statements. These forward-looking statements may, but not necessarily, be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will", "would", "can", "could" or, in each case, their negative, or other variations or comparable terminology and similar expressions. The forward-looking statements in this release are based upon various assumptions and may not be guaranteed, many of which are based, in turn, upon further assumptions. Although Avance Gas believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Avance Gas undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for Avance Gas to predict all of these factors. Further, Avance Gas cannot assess the impact of each such factors on its business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statements.

This information is subject to disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT

For the three months ended March 31, 2025

March 31, 2024

	Note	(in USD thousands)
Operating revenue		114	116,127
Voyage expenses		20	(24,155)
Operating expenses		289	(9,628)
Administrative and general expenses		(4,834)	(1,583)
Operating profit before depreciation expense		(4,411)	80,761
Depreciation and amortisation expense	5	(12)	(10,061)
Gain on disposal of asset	5	34,249	84,929
Operating profit		29,826	155,629
Non-operating (expenses) income:
Finance expense		(12)	(10,764)
Change in fair value of BW LPG shares	6	11,363	-
Finance income		1,368	2,017
Foreign currency exchange gain (loss)		140	(330)
Income before tax		42,685	146,552
Income tax expense		(78)	(63)
Net profit		42,607	146,489
Earnings per share
Basic		0.56	1.91
Diluted		0.56	1.90

See accompanying notes that are an integral part of these condensed consolidated interim financial statements

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CONDENSED CONSOLIDATED INTERIM STATEMENT OF OTHER COMPREHENSIVE INCOME

For the three months ended March 31, 2025

March 31, 2024

Note

(in USD thousands)

Net profit

42,607

146,489

Other comprehensive income:

Items that may be reclassified subsequently to profit and loss:

Fair value adjustment of derivative financial instruments designated for hedge accounting Amortisation of gain on discontinued hedges

9

- -

11,359

(433) Exchange differences arising on translation of foreign operations

Other comprehensive income

151

(7)

10,919

Total comprehensive income

157,408

See accompanying note that are an integral part of these condensed consolidated interim financial statement

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CONDENSED CONSOLIDATED INTERIM BALANCE SHEET

ASSETS

Cash and cash equivalents Trade and other receivables

Prepaid expenses and other current assets

Note

Receivable from MGC sale 5

Assets held for sale 5

Shares in BW LPG 6

Total current assets

March 31, 2025

As of December 31, 2024

(in USD thousands)

23,103 176,021

608 7,816

306 1,597

35,865

- - 56,744

1,460 215,180

61,342

457,358

LIABILITIES AND SHAREHOLDERS' EQUITY

Trade and other payables

Accrued expenses and other current liabilities Total current liabilities

Shareholders' equity

Share capital 4

Paid-in capital 4 Contributed capital

Retained (loss) income Treasury shares

Accumulated other comprehensive income

Total shareholders' equity

Total liabilities and shareholders' equity

145 509 654

803 2,632 3,435

774

279,005 432,191

94,237 94,574

(302,164) (62,301)

(11,351) (11,351)

187 60,688 61,342

36 453,923 457,358

See accompanying notes that are an integral part of these condensed consolidated interim financial statements.

CONDENSED CONSOLIDATED INTERIM STATEMENT OF SHAREHOLDERS' EQUITY

Accumulated

(in USD thousands)

As of December 31, 2023

Comprehensive income: Net profit

Other comprehensive (loss) income:

Fair value adjustment of derivative financial instruments Amortisation of gain on discontinued hedges

Translation adjustments, net

Total other comprehensive (loss) income

Total comprehensive (loss) income

Transactions with shareholders:

Share capital reduction Return of capital

Dividends

Compensation expense for share options

Total transactions with shareholders

Share capital Paid-in capital

Contributed capital Retained (loss) income other comprehensive (loss) income Treasury shares

Total

77,427

431,366

94,983

4,771

6,598

(11,351) 603,794

-

-

-

443,038

- - 443,038

- - - - -

- - - - -

- - - - - - - - -

(1,229) - (1,229)

(5,307) - (5,307)

(26)

- - -

(26)

(6,562)

(6,562)

443,038

(6,562)

436,476

(76,653)

76,653

-

-

-

-

-

- - -

(75,827) - - - - (75,827)

- - -

(510,110) - - (510,110)

(409)

-

- - - - (409)

(76,653)

825

(409)

(510,110)

(586,347)

As of December 31, 2024

774

432,191

94,574

(62,301)

36

(11,351) 453,923

Comprehensive income: Net profit

Other comprehensive (loss) income:

Translation adjustments, net

Total other comprehensive (loss) income

Total comprehensive income Transactions with shareholders: Return of capital Dividends

Compensation expense for share options

Total transactions with shareholders

42,607 42,607

151 151

42,607

151

42,758

(153,186) (153,186)

(282,470) (282,470)

(337)

(337)

(153,186)

(337)

(282,470)

(435,993) As of March 31, 2025

774

279,005

94,237

(302,164)

187

(11,351)

See accompanying notes that are an integral part of these condensed consolidated interim financial statements

60,688

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