AI assistant
AMSC ASA — AGM Information 2022
Apr 22, 2022
3533_rns_2022-04-22_15cdf935-b371-4769-abb6-88ae878e8a08.pdf
AGM Information
Open in viewerOpens in your device viewer
Annual General Meeting
American Shipping Company ASA 22 April 2022 Oslo, Norway
Agenda
-
- Opening of the annual general meeting of American Shipping Company ASA, including approval of the notice and agenda.
-
- Election of a person to co-sign the meeting minutes along with the meeting chair.
-
- Presentation of business activities (nonvoting).
-
- Approval of the 2021 annual accounts of American Shipping Company ASA, group consolidated accounts and the Board of Directors' report.
-
- Advisory vote on the report on salary and other remuneration to the executive management for 2021.
-
- Consideration of the statement of corporate governance (non-voting).
-
- Stipulation of remuneration of the members of the board of directors.
-
- Stipulation of the remuneration to the members of the Nomination Committee.
-
- Approval of remuneration to the auditor for 2021.
-
- Election of new auditor.
-
- Election of members to the Board of Directors.
-
- Election of members to the Nomination Committee.
-
- Reduction of the share capital.
-
- Authorization to the Board of Directors for payment of dividends.
-
- Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
-
- Authorization to the Board of Directors to acquire treasury shares for investment purposes or subsequent sale or deletion of such shares.
-
- Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
-
- 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 ~229m*
- 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 ▪ Fixed rate 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
- Presently trading at a 12-13% dividend yield

| # 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 |

Fleet employment overview
Fixed rate bareboat charters to OSG secures cash flow

2021 Highlights
- Covid-19 had significant negative demand impact for fuel and crude oil consumption in the USA through 2020, but gradually recovered through 2021. This had strong negative impact on the Jones Act tanker market in 2021, with 8 tankers in warm layup during the summer. Currently one tanker remain in layup, but expected to return to active service during Q2 2022
- Raised USD 20 million through a tap issue under the existing bond agreement. Total outstanding on the unsecured bond is USD 220 million
- Continued dividends with USD 0.42 per share paid for the 2021 calendar year, an increase of 17% from 2020
- In December 2021, OSG decided to not extend 3 of the contracts which were up for renewal. The 3 vessels will be returned to us in December 2022, and we are currently developing alternatives for these vessels
4. Approval of the 2021 annual accounts of American Shipping Company ASA, group consolidated accounts, and Board of Directors' report

Consolidated Statement of Financial Position – Assets
| thousands Amounts in USD |
2021 | 2020 |
|---|---|---|
| ASSETS | ||
| , plant and Property equipment |
615 117 , |
649 521 , |
| Deferred tax assets |
11 333 , |
14 751 , |
| Interest-bearing long receivables -term |
7 292 , |
23 333 , |
| financial Derivative assets |
3 631 , |
- |
| Total non-current assets |
637 373 , |
687 605 , |
| Other receivables |
14 553 , |
325 |
| receivable Tax |
317 | - |
| for specified Cash held uses |
5 449 , |
872 |
| Cash and cash equivalents |
872 55 , |
34 861 , |
| Total current assets |
76 192 , |
36 058 , |
| Total assets |
713 564 , |
723 663 , |
Consolidated Statement of Financial Position – Equity and Liabilities
| thousands Amounts in USD |
2021 | 2020 |
|---|---|---|
| EQUITY AND LIABILITIES |
||
| Share capital and share premium |
158 347 , |
183 806 , |
| (Accumulated deficit) |
(9 141) , |
(22 521) , |
| Total equity |
149 205 , |
161 284 , |
| Interest-bearing loans |
511 761 , |
516 767 , |
| Deferred liabilites tax |
16 172 , |
9 212 , |
| financial liabilities Derivative |
- | 1 211 , |
| Total liabilities non-current |
527 933 , |
527 190 , |
| Interest-bearing loans |
26 862 , |
26 862 , |
| Trade and other payables |
9 455 , |
8 309 , |
| payable Tax |
110 | 18 |
| Total liabilites current |
36 427 , |
35 189 , |
| Total liabilites |
564 359 , |
562 379 , |
| Total and liabilities equity |
713 565 |
723 663 |
| , | , |
Consolidated Income Statement
| thousands (except share amounts) Amounts in USD per |
2021 | 2020 |
|---|---|---|
| Operating revenues |
88 193 , |
88 203 , |
| and other personnel Wages expenses |
(1 683) , |
(1 127) , |
| Other operating expenses |
(2 900) , |
(1 899) , |
| profit before depreciation Operating |
83 610 , |
85 177 , |
| Depreciation | (34 404) , |
(34 170) , |
| profit Operating |
49 206 , |
51 007 , |
| Financial income |
6 623 , |
1 736 , |
| Financial expenses |
(32 268) , |
(51 076) , |
| before Income income tax |
23 561 , |
1 667 , |
| / (expense) benefit Income tax |
(10 151) , |
16 513 , |
| for the Net income year |
13 409 , |
18 181 , |
| share Earnings per |
0 22 |
0 30 |
American Shipping Company ASA – Statement of Financial Position
| thousands Amounts in USD |
2021 | 2020 | thousands Amounts in USD |
2021 | 2020 |
|---|---|---|---|---|---|
| ASSETS | EQUITY AND LIABILITIES |
||||
| Shares subsidiaries in |
36 457 , |
38 457 , |
Share capital |
96 366 , |
96 366 , |
| Deferred tax asset |
11 333 |
14 751 |
Share premium reserve |
54 707 , |
81 378 , |
| , | , | Total paid capital in |
151 073 , |
177 744 , |
|
| receivable Long-term companies group |
89 604 , |
89 451 , |
Other equity |
(10 255) , |
(27 632) , |
| Total non-current assets |
137 393 , |
142 659 , |
Total retained earnings |
(10 255) , |
(27 632) , |
| receivable Tax |
- | 18 | Total equity |
140 818 , |
150 112 , |
| Other short-term receivables |
97 | 134 | Dividend payable |
274 7 , |
6 062 , |
| Cash cash equivalents and |
339 11 , |
13 711 , |
Other short-term debt |
738 | 348 |
| Total current assets |
436 11 , |
13 863 , |
Total short-term liabilities |
8 012 , |
410 6 , |
| Total assets |
148 830 , |
156 522 , |
Total and liabilities equity |
148 830 , |
156 522 , |
American Shipping Company ASA – Income Statement
| thousands Amounts in USD |
2021 | 2020 |
|---|---|---|
| Operating revenues |
1 271 , |
1 404 , |
| Other operating expenses |
(2 381) , |
(1 701) , |
| loss Operating |
(1 110) , |
(297) |
| from Interest income companies group |
8 839 , |
8 739 , |
| Dividends from subsidiaries |
11 000 , |
7 000 , |
| financial Other and interest income |
2 225 , |
4 762 , |
| Other and financial interest expenses |
(607) | (1) |
| / Profit (loss) after financial items |
20 347 , |
20 203 , |
| Deferred benefit income tax |
(2 945) , |
14 744 , |
| benefit Income tax |
4 | - |
| / (loss) Profit for the period |
17 406 , |
34 947 , |
| / Allocation of profit (loss): net |
||
| / (loss) Profit |
17 406 , |
34 947 , |
| Other equity |
(17 406) , |
(34 947) , |
5. Advisory vote on the report on salary and other remuneration to the executive management for 2021
- In accordance with section 6-16b of the Norwegian Public Limited Liability Companies Act, the Board of Directors has prepared a report on salary and other remuneration to the executive management of the Company for the year 2021. The report is available at the Company's website.
- The Board of Directors proposes that the General Meeting passes the following resolution with regards to the report:
"The General Meeting endorses the report on salary and other remuneration to executive management for 2021 pursuant to the Norwegian Public Limited Liability Companies Act section 6-16b."
6. Statement of Corporate Governance 2021 (no voting)
American Shipping Company ASA's corporate governance report is included on pages 71 - 76 of the 2021 Annual Report
7. Stipulation of remuneration to the members of the board of directors
- The recommendation from the Nomination Committee is available on the Company's website
- The Board of Directors proposes that the General Meeting passes the following resolution:
"In accordance with the recommendation from the Nomination Committee, the General Meeting approves that the remuneration rates for members of the Board of Directors for the period from the 2021 Annual General Meeting up to the 2022 Annual General Meeting shall be as follows:
- • NOK 535,000 to the Chairperson of the board
- • NOK 420,000 to each of the other board members
The above fees include remuneration for audit committee-related work."
8. Stipulation of remuneration to the members of the Nomination Committee
- The recommendation from the Nomination Committee is available on the Company's website
- The Board of Directors proposes that the General Meeting passes the following resolution:
"In accordance with the recommendation from the Nomination Committee, the General Meeting approves that the remuneration rate for members of the Nomination Committee for the period from the 2021 Annual General Meeting up to the 2022 Annual General Meeting shall be NOK 25,000 for each member."
9. Approval of the remuneration to the auditor for 2021
▪ The Board of Directors proposes that the General Meeting passes the following resolution:
"The remuneration to the auditor of NOK 761,151 ex. VAT for the audit of the Company's 2021 annual accounts is approved. The Group has not paid any other fees to KPMG for services other than audit during 2021."
10. Election of new auditor
- The recommendation from the Audit Committee is available at the Company's website.
- The Board of Directors proposes that the General Meeting passes the following resolution:
"The General Meeting resolves to appoint PricewaterhouseCoopers AS, with registered address at Dronning Eufemias gate 71, 0194 Oslo, and registration number 987 009 713, as the Company's new auditor."
11. Election of members to the Board of Directors
- The recommendations from the Nomination Committee are available at the Company's website.
- The Board of Directors proposes that the General Meeting passes the following resolution:
"In accordance with the recommendation from the Nomination Committee, Frank O. Reite is elected and Peter Ditlef Knudsen is re-elected as members 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
Frank O. Reite"
12. Election of members to the Nomination Committee
- The recommendations from the Nomination Committee are available at the Company's website.
- The Board of Directors proposes that the General Meeting passes the following resolution:
"In accordance with the recommendation from the Nomination Committee, Charlotte Håkonsen is elected as chair and Ingebret G. Hisdal is re-elected as member of the Nomination Committee for a period of two years.
The Nomination Committee of American Shipping Company ASA will then consist of the following members:
Charlotte Håkonsen (Chairperson)
Ingebret G. Hisdal"
13. Reduction of the share capital
- The Board of Directors proposes that the General Meeting passes the following resolution:
- 1. The share capital is reduced by NOK 606,165,050 to NOK 60,616,505 by reducing the nominal value of each share from NOK 10 to NOK 1. The reduced amount will be transferred to other equity and will constitute unrestricted other deposited equity. When this resolution takes effect, § 4 of the Company's articles of association shall be amended to state the Company's share capital and number of shares following the reduction in the share capital.
- 2. The CEO is authorized to make such amendments as may be necessary to register this resolution with the Norwegian Register of Business Enterprises (Foretaksregisteret).
14. - 18. Authorizations to the Board of Directors
-
Authorization to the Board of Directors for payment of dividends.
-
Authorization to the Board of Directors to acquire treasury shares in connection with incentive scheme for employees.
-
Authorization to the Board of Directors to acquire treasury shares for investment purposes or subsequent sale or deletion of such shares.
-
Authorization to the Board of Directors to acquire treasury shares in connection with acquisitions, mergers, de-mergers or other transactions.
-
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.