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AMSC ASA — AGM Information 2021
Apr 20, 2021
3533_rns_2021-04-20_fb85c569-cce3-4a73-8b17-24b61d31d991.pdf
AGM Information
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Annual General Meeting
American Shipping Company ASA 20 April 2021 Oslo, Norway
Agenda
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- Opening of the annual general meeting of American Shipping Company ASA, including approval of the notice and agenda.
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- Election of a person to co-sign the meeting minutes along with the meeting chair.
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- Presentation of business activities (nonvoting).
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- Approval of the 2020 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report.
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- Approval of the policy for salary and other remuneration to executive management of the Company.
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- Consideration of the statement of corporate governance (no voting).
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- Determination of the board members' remuneration.
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- Determination of the remuneration to the members of the Nomination Committee.
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- Approval of remuneration to the auditor for 2020.
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- Election of members to the Board of Directors.
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- Authorization to the Board of Directors for payment of dividends.
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- Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
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- Authorization to the Board of Directors to acquire treasury shares for investment purposes or subsequent sale or deletion of such shares.
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- Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
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- Authorization to the Board of Directors to increase the share capital in connection with future investments etc.
American Shipping Company (AMSC)
Introduction to AMSC Fleet overview
- Oslo listed with market capitalization of USD ~228m*
- o OSE ticker: AMSC
- o U.S. OTC ticker: ASCJF
- o Bond ticker: ATI02
- Pure play Jones Act tanker owner with a modern tanker fleet
- Long-term bareboat contracts generate stable, predictable cash flow
- Solid balance sheet with no debt maturities before 2025
- Strong cash flow supporting dividends and solid debt service coverage
| # Vessel |
Design | Type | Built |
|---|---|---|---|
| 1 Overseas Houston |
Veteran Class MT 46 | MR | 2007 |
| 2 Overseas Long Beach |
Veteran Class MT 46 | MR | 2007 |
| 3 Overseas Los Angeles |
Veteran Class MT 46 | MR | 2007 |
| 4 Overseas New York |
Veteran Class MT 46 | MR | 2008 |
| 5 Overseas Texas City |
Veteran Class MT 46 | MR | 2008 |
| 6 Overseas Boston |
Veteran Class MT 46 | MR | 2009 |
| 7 Overseas Nikiski |
Veteran Class MT 46 | MR | 2009 |
| 8 Overseas Martinez |
Veteran Class MT 46 | MR | 2010 |
| 9 Overseas Anacortes |
Veteran Class MT 46 | MR | 2010 |
| 10 Overseas Tampa |
Veteran Class MT 46 | Shuttle tanker | 2011 |
* Market cap. based on closing share price of NOK 31.20 per April 19, 2021
Fleet deployment overview
Long-term fixed rate bareboat charters to OSG secures cash flow
- AMSC's fleet is on firm BB Charters to OSG with evergreen extension options
- AMSC receives fixed annual bareboat revenue of USD 88 million + ~50% of the profits generated by OSG under the time charter contracts
- OSG time charters the vessels to oil majors for U.S domestic trade
2020 Highlights
- USD 305 million bank debt refinancing in April and USD 200 million bond debt refinancing in June at significantly improved terms
- Continued dividends with USD 0.36 per share paid for the financial year
- Covid-19 had significant negative demand impact for fuel and crude oil consumption in the USA through 2020, although only had limited impact on the Jones Act tanker market as almost all vessels were chartered to end-users for most of the year
4. Approval of the 2020 annual accounts of American Shipping Company ASA, group consolidated accounts, and Board of Directors' Report
Consolidated Statement of Financial Position – Assets
| Amounts in USD thousands | 2020 | 2019 |
|---|---|---|
| ASSETS | ||
| Property, plant and equipment | 649,521 | 678,850 |
| Deferred tax assets | 14,751 | - |
| Interest-bearing long-term receivables | 23,333 | 25,278 |
| Total non-current assets | 687,605 | 704,128 |
| Other receivables | 325 | 380 |
| Cash held for specified uses | 872 | 1,606 |
| Cash and cash equivalents | 34,861 | 46,244 |
| Total current assets | 36,058 | 48,230 |
| Total assets | 723,663 | 752,358 |
Consolidated Statement of Financial Position – Equity and Liabilities
| Amounts in USD thousands | 2020 | 2019 |
|---|---|---|
| EQUITY AND LIABILITIES | ||
| Share capital and share premium | 183,806 | 205,627 |
| (Accumulated deficit) | (22,521) | (40,656) |
| Total equity | 161,284 | 164,971 |
| Interest-bearing loans | 516,767 | 522,643 |
| Deferred tax liabilites | 9,212 | 11,385 |
| Derivative financial liabilities | 1,211 | 840 |
| Total non-current liabilities | 527,190 | 534,868 |
| Interest-bearing loans | 26,862 | 44,333 |
| Deferred revenues and other payables | 8,309 | 8,068 |
| Tax payable | 18 | 117 |
| Total current liabilites | 35,189 | 52,519 |
| Total liabilites | 562,379 | 587,387 |
| Total equity and liabilities | 723,663 | 752,358 |
Consolidated Income Statement
| Amounts in USD thousands (except per share amounts) | 2020 | 2019 |
|---|---|---|
| Operating revenues | 88,203 | 87,804 |
| Wages and other personnel expenses | (1,127) | (1,146) |
| Other operating expenses | (1,899) | (1,979) |
| Operating profit before depreciation | 85,177 | 84,679 |
| Depreciation | (34,170) | (33,860) |
| Operating profit | 51,007 | 50,820 |
| Net income from equity accounted investees | - | (113) |
| Financial income | 1,736 | 2,189 |
| Financial expenses | (51,076) | (46,098) |
| Income before income tax | 1,667 | 6,798 |
| Income tax (expense) / benefit | 16,513 | 1,505 |
| Net income for the year | 18,181 | 8,302 |
| Earnings per share | 0.30 | 0.14 |
American Shipping Company ASA – Statement of Financial Position
| Amounts in USD thousands | 2020 | 2019 |
|---|---|---|
| ASSETS | ||
| Shares in subsidiaries | 38,457 | 35,947 |
| Deferred tax asset | 14,751 | - |
| Long-term receivable group companies | 89,451 | 86,938 |
| Total non-current assets | 142,659 | 122,885 |
| Tax receivable | 18 | 30 |
| Other short-term receivables | 134 | 114 |
| Cash and cash equivalents | 13,711 | 20,486 |
| Total current assets | 13,863 | 20,630 |
| Total assets | 156,522 | 143,516 |
| Amounts in USD thousands | 2020 | 2019 |
|---|---|---|
| EQUITY AND LIABILITIES | ||
| Share capital | 96,366 | 96,366 |
| Share premium reserve | 81,378 | 104,412 |
| Total paid in capital | 177,744 | 200,778 |
| Other equity | (27,632) | (62,533) |
| Total retained earnings | (27,632) | (62,533) |
| Total equity | 150,112 | 138,246 |
| Dividend payable | 6,062 | 4,849 |
| Other short-term debt | 348 | 421 |
| Total short-term liabilities | 6,410 | 5,270 |
| Total equity and liabilities | 156,522 | 143,516 |
American Shipping Company ASA – Income Statement
| Amounts in USD thousands | 2020 | 2019 |
|---|---|---|
| Operating revenues | 1,404 | 1,016 |
| Other operating expenses | (1,701) | (1,835) |
| Operating loss | (297) | (819) |
| Interest income from group companies | 8,739 | 8,523 |
| Net income from equity accounted investees | - | (113) |
| Other interest and financial income | 11,762 | 2,931 |
| Other interest and financial expenses | (1) | (38) |
| Profit / (loss) after financial items | 20,202 | 10,485 |
| Deferred income tax benefit | 14,744 | (198) |
| Income tax benefit | - | (63) |
| Profit / (loss) for the period | 34,947 | 10,223 |
| Allocation of net profit / (loss): | ||
| Profit / (loss) | 34,947 | 10,223 |
| Other equity | (34,947) | (10,223) |
5. Approval of the policy for salary and other remuneration to executive management of the Company
- In accordance with section 6-16a of the Norwegian Public Limited Liability Companies Act, the Board of Directors has established a policy for determining salary and other remuneration to the executive management of the Company. The policy is available at the Company's website.
- The policy is subject to approval by the general meeting upon any material changes and in any event every 4th year. As of and starting from the annual general meeting in 2022, the Board of Directors will prepare a report on salary and other remuneration to executive management based on the policy, that will be subject to the advisory vote by the general meeting in accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act.
- The Board of Directors proposes that the General Meeting passes the following resolution with regard to the policy:
"The General Meeting approves the policy for determining salary and other remuneration to executive management pursuant to the Norwegian Public Limited Liability Companies Act section 6-16a."
6. Statement of Corporate Governance 2020 (no voting)
American Shipping Company ASA's corporate governance report is included on pages 71 - 76 of the 2020 Annual Report
7. Determination of Board Members' remuneration
- The recommendation from the Nomination Committee is available on the Company's website
- Guidelines for remuneration to Board members are included in the Company's Corporate Governance report on page 75 of the 2020 Annual Report
- Remuneration for the Board also includes work on the Audit Committee.
- The Nomination Committee proposes that the General Meeting passes the following resolution:
"In accordance with the proposal from the Nomination Committee, the General Meeting approves that the remuneration rates for members of the Board of Directors for the period from the 2020 Annual General Meeting up to the 2021 Annual General Meeting shall be as follows:
- • NOK 520,000 to the Chairperson of the board
- • NOK 410,000 to each of the other board members
The above fees include remuneration for audit committee-related work."
8. Determination of remuneration to members of the Nomination Committee
- The recommendation from the Nomination Committee is available on the Company's website
- The Nomination Committee proposes that the General Meeting passes the following resolution:
"In accordance with the proposal from the Nomination Committee, the General Meeting approves that the remuneration rate for members of the Nomination Committee for the period from the 2020 Annual General Meeting up to the 2021 Annual General Meeting shall be NOK 25,000 for each member."
9. Approval of Auditor Fees
▪ The Board of Directors proposes that the General Meeting passes the following resolution:
"The remuneration to the auditor of NOK 735,000 ex. VAT for the audit of the Company's 2020 annual accounts is approved. In addition, the Group has paid fees to KPMG of NOK 303,184 ex. VAT for services other than audit."
10. Election of Board members
- The recommendations from the Nomination Committee are available at the Company's website.
- The Nomination Committee proposes that the General Meeting passes the following resolution:
"In accordance with the proposal from the Nomination Committee, Annette Malm Justad is re-elected as chairperson of the Board of Directors for a period of two years.
The Board of Directors of American Shipping Company ASA will then consist of the following members:
- Annette Malm Justad (Chairperson)
- Peter Ditlef Knudsen
- Kristian Røkke"
11. - 15. Authorizations to the Board of Directors
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Authorization to the Board of Directors for payment of dividends.
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Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
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Authorization to the Board of Directors to acquire treasury shares for investment purposes or subsequent sale or deletion of such shares.
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Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
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Authorization to the Board of Directors to increase the share capital in connection with future investments etc.
THANK YOU FOR YOUR CONTINUED SUPPORT!
Important information
This Presentation includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Presentation are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for American Shipping Company ASA's (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for American Shipping Company ASA's businesses, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the Presentation.
Although American Shipping Company ASA believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. American Shipping Company ASA is making no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither American Shipping Company ASA nor any of its directors, officers, employees or consultants assisting in this Presentation will have any liability to you or any other persons resulting from your use thereof.
This presentation is not an offer to sell or a solicitation of an offer to buy any of the securities described herein.