Annual
Report
2024
PHILLY SHIPYARD - ANNUAL REPORT 20242
Contents
Content 2
Company Overview 3
Our History 4
Key Events 6
Norwegian Transparency Act 7
Sustainability and ESG Program 7
Board of Directors’ Report 9
Directors’ Responsibility Statement 12
Consolidated Accounts 15
Parent Company Accounts 42
Auditor’s Report 50
Shares and Shareholder Matters 56
Corporate Governance 59
The Board of Directors 64
The Management Team 66
Company Information 67
CONTENT
FINANCIAL CALENDAR 2025
2024 annual report 2 April
Annual general meeting 29 April
Dates are subject to change.
PHILLY SHIPYARD - ANNUAL REPORT 2024 3
COMPANY OVERVIEW
This is Philly
Shipyard
Philly Shipyard ASA is listed on the Euronext
Expand Oslo (formerly known as Oslo Axess)
with the ticker symbol “PHLY”. Aker Capital AS,
a wholly-owned subsidiary of Aker ASA, is the
majority shareholder, holding 57.6% of the
shares as of 31 December 2024. PHLY sold
its only operating asset Philly Shipyard, Inc.
to Hanwha on 19 December 2024. An Extra-
ordinary General Meeting (EGM) was held
on 19 February 2025 at which dissolution of
PHLY was approved.
PHILLY SHIPYARD - ANNUAL REPORT 20244
Founded by public-
private partnership
between U.S. Govern-
ment agencies and the
Kvaerner Shipbuilding
Division
2000: Construction
began on first two
container vessels
Delivered four
container vessels to
Matson (Hulls 001-004)
2005: Aker American
Shipping formed and
publicly listed on Oslo
Børs
2005: Initiated con-
struction program of
10 product tankers
Delivered 12 product
tankers to AMSC and
OSG (Hulls 005-016)
2007: Two additional
product tankers ordered
for conversion to shuttle
tankers
2007: Aker American
Shipping split into ship
owning and shipbuilding
companies and Aker
Philadelphia Shipyard
listed on Oslo Axess
2011: Signed contracts
with SeaRiver Maritime
for two Aframax tankers
2014 -
2016
1997-
2002
2012 -
2013
2003 -
2006
2007 -
2011
Delivered two product
tankers to Crowley
(Hulls 017-018)
2013: Signed contracts
with Matson for two
CV3600 container
vessels
2013: Signed joint
venture agreement with
Crowley for four product
tankers
Philly Shipyard:
Our History 1997 - 2024
VESSELS BUILT AND REPAIRED BY PHILLY SHIPYARD FROM INCEPTION THROUGH TODAY
OUR HISTORY
Container
Vessels
6
Product
Tankers
22
Aframax
Tankers
2
Repair
Vessels
3
National Security
Multi-Mission Vessels
2
Delivered two Aframax
tankers to SeaRiver
Maritime (Hulls 019-020),
four product tankers to
Crowley (Hulls 021-024),
and one product tanker
to Kinder Morgan
(Hull 025)
2014: Established Philly
Tankers as pure-play
Jones Act shipping
company
2014-2015: Signed con-
tracts with Philly Tankers
for product tankers
2015: Philly Tankers
agreed to sell product
tanker contracts to
Kinder Morgan
2015: Signed agreement
with Marathon Petroleum
to sell Crowley joint ven-
ture interests
2015: Rebranded as
Philly Shipyard
PHILLY SHIPYARD - ANNUAL REPORT 2024 5
2017 -
2019 20212020 2022 2023 2024
OUR HISTORY
Delivered three
product tankers
to Kinder Morgan
(Hulls 026-028)
and two CV3600
container vessels
to Matson (Hulls
029-030)
2019: Awarded first
two repair & main-
tenance contracts
for the FSS Antares
and the FSS Pollux,
large MARAD sis-
ter-ships managed
by TOTE Services
2019: Awarded
prime contract
for design studies
for the U.S. Navy’s
Common Hull Aux-
iliary Multi-Mission
Platform (CHAMP)
program
2019: Completed
ship repair &
maintenance work
on a U.S. Govern-
ment vessel, the FSS
Antares
Awarded a contract
by TOTE Services
for the construc-
tion of up to five
National Security
Multi-Mission Ves-
sels (NSMVs) for the
U.S. Department
of Transportation’s
Maritime Adminis-
tration (MARAD)
Received an order
for the first two
NSMVs (1 and 2)
with a total contract
value of approx-
imately USD 630
million
Completed ship
repair & mainte-
nance work on a
U.S. Government
vessel, the FSS
Pollux
Awarded contracts
to participate in
industry studies
for the U.S. Coast
Guard’s Offshore
Patrol Cutter (OPC)
program and the
U.S. Navy’s Auxiliary
General Ocean Sur-
veillance (T-AGOS(X))
program
Received an order
for two additional
NSMVs (3 and 4)
with a total contract
value of approx-
imately USD 600
million
Awarded and
completed a repair
& maintenance
contract for the
USNS Charlton from
Patriot Contract
Services on behalf
of the U.S. Navy
Military Sealift Com-
mand
Awarded an indus-
try study contract
for the develop-
ment and design of
U.S. Navy Cable Ship
T-ARC(X) program
Won a contract
from Great Lakes
Dredge & Dock
Company, LLC to
construct one Jones
Act-compliant Sub-
sea Rock Installation
Vessel (SRIV)
Celebrated the
NSMV 1 keel laying
and cut steel to
mark the start of
production for
NSMV 2
Received an order
for fifth and final
NSMV, bringing the
total project value
to approximately
USD 1.5 billion
Won a contract from
return customer
Matson Navigation
Company to build
three LNG-powered
containerships
valued at approx-
imately USD 1.0
billion
Honored with the
2022 Shipbuilders
Council of America
(SCA) “Excellence in
Safety” award and
surpassed 2 million
consecutive work
hours without a lost
time incident (LTI)
Celebrated building
milestones with
NSMV 1 launch,
NSMV 2 keel laying,
and NSMV 3 start of
production
Delivered NSMV 1,
the Empire State,
to MARAD for
service at SUNY
Maritime College
Celebrated building
milestones with
NSMV 2 launch,
NSMV 3 keel laying,
and NSMV 4 steel
cutting and keel
laying
Celebrated the steel
cutting for the SRIV
Awarded an indus-
try study contract to
conduct the T-AH(X)
Hospital Ship feasi-
bility study
Successfully sold
Philly Shipyard,
Inc. to Hanwha
Delivered NSMV 2,
the Patriot State, to
MARAD for service
at Massachusetts
Maritime Academy
Celebrated NSMV
program building
milestones with
NSMV 3 launch
and NSMV 5 steel
cutting
Laid the keel of the
SRIV
Celebrated the steel
cutting for the first
containership for
Matson
PHILLY SHIPYARD - ANNUAL REPORT 20246
2024 Key Events
and Highlights
KEY EVENTS
Celebrated steel cutting of NSMV 5
in February 2024
Launched NSMV 3 in April 2024
Laid the keel of the SRIV in May 2024
Successfully delivered NSMV 2, the
Patriot State, in September 2024
Celebrated steel cutting of the first
CV for Matson in September 2024
Published its Norwegian Transparency
Act Statement for the financial year
2023 in June 2024 and its first Sustain-
ability Report in September 2024
Philly Shipyard sold to Hanwha in
December 2024
PHILLY SHIPYARD - ANNUAL REPORT 2024 7
The purpose of the Norwegian Transparency
Act is to promote enterprises’ respect for fun-
damental human rights and decent working
conditions in their operations and their supply
chains.
Philly Shipyard will not tolerate any form of
human rights violations in our operations or
supply chains, including service providers and
suppliers. Our existing Philly Shipyard poli-
cies and employment practices include free-
dom of association and respect for human
and labor rights. We forbid forced, coerced,
bonded, indentured, involuntary or enslaved
labor; child labor; and all forms of human
trafficking. We are committed to providing a
safe and healthy work environment devoid of
discrimination.
In compliance with the requirements of the
Act, Philly Shipyard files annually the required
statement and publishes a copy of it on the
Sustainability page of our website.
The Norwegian Transparency Act requires
that covered companies respond to requests
from the public on how the company is man-
aging actual or potential human rights impacts
across its organization and supply chain.
Philly Shipyard has established a process for
receiving and managing such requests, which
should be submitted through contact@philly-
shipyardasa.com.
Norwegian
Transparency Act
SUSTAINABILITY/ESG PROGRAM
STRATEGY AND HIGHLIGHTS
Philly Shipyard is committed to operating
sustainably and responsibly. We are com-
mitted to our stakeholders and environment
because it is right for the company, right for
our people, and right for the planet. During
2024, we continued to strengthen our sus-
tainability and environmental, social, and
Sustainability and ESG Program governance
Sustainability and
ESG Program
(ESG) program. A highlight for 2024 was the
publication of our first Sustainability/ESG
Report for Philly Shipyard.
PHILLY SHIPYARD - ANNUAL REPORT 20248
PHILLY SHIPYARD - ANNUAL REPORT 2024 9
the shipyard located in Philadelphia, Pennsyl-
vania, USA.
On 20 June 2024, PHLY entered into a
share purchase agreement (the “SPA”) with
both Hanwha Systems and Hanwha Ocean
(together “Hanwha”), for the sale of PSI, the
sole operating subsidiary of PHLY (the “Trans-
action”) for cash consideration of USD 100.0
million. The Transaction officially closed on 19
December 2024.
Following the closing of the sale of PSI in
December 2024, PHLY has ceased trading,
and the going concern assumption is there-
fore not applied in these financial statements.
PHLY has continued to account for PSI as
discontinued operations in its financial state-
ments up until closing.
Prior period results for 2023 have been
reclassified to take into account the discontin-
ued operations in 2024. See note 19 for fur-
ther details on the discontinued operations.
Profit and loss accounts
Operating revenues in 2024 and 2023 were
both USD 0.
EBITDA was negative USD 0.5 million in 2024,
compared to EBITDA of negative USD 0.7 mil-
lion in 2023.
Net financial items in 2024 and 2023 were
income of USD 0.2 million and USD 0, respec-
tively. Net financial items in 2024 were pri-
marily driven by interest income from bank
deposits partially offset by interest expense
and bank fees.
ACTIVITIES
Philly Shipyard is as of year end comprised of
the Norwegian holding company, Philly Ship-
yard ASA (referred to herein as “PHLY”). PHLY
is located in Oslo, Norway.
KEY EVENTS 2024
In September 2024, Philly Shipyard, Inc.
(referred to herein as “PSI”) successfully deliv-
ered the second NSMV, the Patriot State.
In December 2024, PHLY successfully sold its
sole operating asset, PSI, to Hanwha.
REVIEW OF THE ANNUAL ACCOUNTS
Philly Shipyard prepares and presents its
consolidated accounts according to Interna-
tional Financial Reporting Standards (IFRS) as
adopted by the European Union.
PHLY was formed on 16 October 2007 to be
the holding company of PSI which operated
Income/(loss) from discontinued operations
was USD 90.8 million in 2024 and negative
USD 67.2 million in 2023. Income in 2024 was
comprised of the net loss from discontinued
operations of USD 142.2 million offset by the
gain-on-sale of discontinued operations of
USD 233.0 million. The loss from discontin-
ued operations in 2023 was USD 67.2 million.
In 2024, Philly Shipyard’s net income was USD
90.6 million and its basic and diluted income
per share was USD 7.49. The corresponding
figures for 2023 were net loss of USD 67.9
million and a basic and diluted loss per share
of negative USD 5.61.
Cash flows
Net cash flow used in operating activities in
2024 and 2023 were USD 59.2 million and
USD 50.8 million, respectively. There were no
significant changes year-to-year caused by the
level of completion of vessels and customer
and vendor contract payment schedules.
Net cash flow from investing activities in 2024
was USD 68.8 million and net cash used in
investing activities in 2023 was USD 6.6 mil-
lion. Cash generated from investment activi-
ties in 2024 was mostly due to proceeds from
sale of PSI partially offset by capital expendi-
tures up through 19 December 2024 whereas
in 2023 investment activities were due to cap-
ital improvements and enhancements to sup-
port the NSMV and SRIV programs.
Net cash flow used in financing activities in
2024 and 2023 were USD 1.1 million and USD
0.7 million, respectively. In both 2024 and 2023,
financing activities were for lease liabilities.
Board of Directors’
Report 2024
Philly Shipyard ASA is a holding company that currently has no operating investments.
Aker Capital AS, a wholly-owned subsidiary of Aker ASA, is the majority shareholder in
Philly Shipyard ASA.
BOARD OF DIRECTORS’ REPORT
KEY EVENTS AND HIGHLIGHTS
Successfully sold its wholly-owned
subsidiary, Philly Shipyard, Inc., to
Hanwha on 19 December 2024
2024 net income of USD 90.6 mil-
lion compared to 2023 net loss of
USD 67.9 million
Total cash and cash equivalents
of USD 88.0 million at 31 Decem-
ber 2024, excluding USD 10.0 mil-
lion of escrow cash
PHILLY SHIPYARD - ANNUAL REPORT 202410
Statement of financial position
and liquidity
As of 31 December 2024, Philly Shipyard has
cash and cash equivalents (excluding escrow
cash) of USD 88.0 million. The correspond-
ing figure for 2023 is USD 79.5 million. The
increase of USD 8.5 million in 2024 (com-
pared to decrease of USD 58.1 million in
2023) was primarily due to the sale of PSI, off-
set by cash used in discontinued operations.
Philly Shipyard’s net working capital (current
assets less current liabilities) is USD 86.4 mil-
lion at 31 December 2024 compared to nega-
tive USD 106.7 million at 31 December 2023.
As of 31 December 2024, Philly Shipyard had
an escrow of USD 10.0 million (classified as
long-term). The USD 10.0 million was obli-
gated to be maintained in an escrow account
related to certain potential liabilities of the
Company under the SPA for a period of up to
four years following the closing of the Trans-
action on 19 December 2024.
Total assets were USD 98.1 million at 31
December 2024 compared to USD 294.5 mil-
lion at 31 December 2023, with the decrease
in total assets mainly resulting from the sale
of PSI.
Current assets as of 31 December 2024 of
USD 88.1 million consists of prepayments and
cash and cash equivalents. The correspond-
ing figure for 31 December 2023 was USD
173.9 million and consisted of prepayments
and other receivables, restricted cash (short-
term), income tax receivable (short-term) and
cash and cash equivalents. The decrease of
USD 85.8 million in current assets is primarily
due to the sale of PSI.
Non-current assets of USD 10.0 million
as of 31 December 2024 consists of the
escrow cash. The corresponding figures for
31 December 2023 was USD 120.6 million
and consisted of property, plant and equip-
ment, right-of-use assets, restricted cash
(long-term), deferred tax asset, income tax
receivable (long-term), and other non-current
assets. The decrease of USD 110.6 million in
non-current assets is primarily due to the sale
of PSI.
Current liabilities as of 31 December 2024
of USD 1.7 million consists of trade payables
and accrued liabilities. The corresponding
figure for 31 December 2023 was USD 280.6
million and consisted of trade payables and
accrued liabilities, warranties, customer
advances (net), other contract liabilities and
lease liability (short-term). The decrease of
USD 278.9 million in current liabilities is pri-
marily due to the sale of PSI.
Non-current liabilities of USD 0 as of 31
December 2024 and USD 8.0 million as of 31
December 2023 consists of income tax pay-
able (long-term) and lease liability (long-term).
The decrease of USD 8.0 million in non-cur-
rent liabilities is primarily due to the sale of PSI.
Total equity at 31 December 2024 amounts
to USD 96.4 million and the equity ratio (total
equity divided by total assets) was 98%. Cor-
responding figures for 31 December 2023
are USD 5.8 million and 2%, respectively.
The USD 90.6 million increase in equity is the
result of the current year’s net income.
The Board deems that the Company as of 31
December 2024 is financially viable. An EGM
on 19 February 2025 approved the dissolu-
tion of PHLY. It is anticipated to be completed
within the first half of 2025.
RISKS
Historically, the risks facing PHLY have typ-
ically been related to the operational and
financial performance of its only asset, PSI.
As noted, as part of the closing, PHLY is obli-
gate to maintain an escrow account related
to certain potential liabilities of the Company
under the SPA for a period of up to four years
following the closing of the Transaction. If
the Company was to collect less than the
full escrow, the amount not collected would
impact future liquidity and distributions as
well as the gain recorded as of 31 December
2024.
SUBSEQUENT EVENTS AFTER
31 DECEMBER 2024
On 29 January 2025, the Board proposed a
dividend payment of USD 6.08 per share to
shareholders of record as of 21 February
2025 as well as the commencement of disso-
lution proceedings of PHLY. An extraordinary
general meeting (EGM) was held on 19 Febru-
ary 2025 during which the proposed dividend
and dissolution of PHLY were approved.
THE GOING CONCERN ASSUMPTION
Following the closing of the sale of PSI in
December 2024, PHLY has ceased trading,
and the going concern assumption is there-
fore not applied in these financial statements.
PHLY has continued to account for PSI as
discontinued operations in its financial state-
ments up until closing.
At the date of issuance of this report, the liq-
uidation of the Company has been approved
by the Board and the EGM that occurred on
19 February 2025. Management has con-
cluded that the IFRS accounting standards
(consolidated financial statements) and Nor-
wegian GAAP accounting standards (Parent
company financial statements) still provide
relevant and reliable information, and has
therefore prepared these financial state-
ments using the same accounting policies as
previously disclosed.
PARENT COMPANY ACCOUNTS AND
ALLOCATION OF INCOME FOR THE YEAR
The income/(loss) account of PHLY for the
year 2024 shows income of USD 59.0 million.
The Board of Directors proposes that the
income for the year be allocated as shown
below:
Extraordinary dividend USD (73.6) million
Share premium reserve USD 12.5 million
Other equity USD 2.1 million
Total allocated USD 59.0 million
Philly Shipyard presents its Parent company
financial statements using GAAP (Generally
Accepted Accounting Principles) of Norway that
require extraordinary dividend to be presented
BOARD OF DIRECTORS’ REPORT
PHILLY SHIPYARD - ANNUAL REPORT 2024 11
as a liability and as part of the allocation of the
income for 2024 regardless of the fact that
the dividend was declared in February 2025
and not in 2024. For the financial statements
presented using IFRS (International Financial
Reporting Standards), dividend declared after
year end 2024 may not be recorded as a lia-
bility. The equity of the Company is therefore
not the same in the two statements of financial
position as at 31 December 2024.
Philly Shipyard’s goal now that it has sold its
only operating asset, PSI, is to return a sig-
nificant portion of the sale proceeds to its
shareholders while ensuring PHLY’s obliga-
tions under the SPA are fully accounted for.
The Parent company’s only significant asset
is cash. Prior to closing of the Transaction it
was the investment in subsidiary, PSI.
ENVIRONMENTAL, SOCIAL,
& GOVERNANCE (ESG)
Philly Shipyard is committed to operating sus-
tainably and responsibly. As an enhancement
to the Company’s governance framework, the
Audit Committee of the Board of Directors
established oversight of the sustainability/ESG
program and reviews it regularly at meetings.
In compliance with the Norwegian Trans-
parency Act, Philly Shipyard filed the second
required statement on the sustainability page
of its website on 30 June 2024. This statement
describes the decent working conditions
within the Shipyard’s operations, its policies
and practices, its supplier risk assessment
process and findings, and its engagement
with its supply chain regarding human rights
and modern slavery.
Philly Shipyard’s sustainability/ESG strategy
continues to be focused on those material
topics that were identified through its stake-
holder analysis and materiality assessment,
which are reviewed annually. The Company
published its first Sustainability Report on 16
September 2024 and the report can be found
at www.phillyshipyardasa.com/sustainability.
The Company has zero tolerance for cor-
ruption and has adopted an Anti-Corruption
Policy that is in line with the anti-corruption
policies at other Aker ASA-related companies.
The Company was required to report accord-
ing to the Corporate Sustainability Report-
ing Directive (CSRD) in 2024. The CSRD is
an EU regulation that mandates companies
to disclose detailed information about their
environmental, social and governance (ESG)
impacts, aiming to enhance transparency
and accountability in corporate sustainability
practices. Due to the fact that the Company
is under liquidation and will be dissolved in
2025, the Company has not prepared the
report.
ORGANIZATION
On 31 December 2024, Philly Shipyard’s
workforce consisted of 0 employees.
CORPORATE GOVERNANCE
Philly Shipyard’s corporate governance policy
exists to ensure an appropriate division of
roles among the Company’s owners, Board
of Directors and Management Team. Such
a separation of roles ensures that goals and
strategies are prepared, that adopted cor-
porate strategies are implemented, and that
the results achieved are subject to verifica-
tion and follow-up. Applying these principles
also contributes to satisfactory group-wide
monitoring and verification of activities. An
appropriate division of responsibilities and
satisfactory controls will contribute to the
greatest possible value creation over time, to
the benefit of shareholders and other inter-
est groups. Philly Shipyard’s corporate gov-
ernance guidelines are presented in greater
detail on pages 59-63 of this annual report.
The directors and officers of Philly Shipyard
are covered under an Aker group Directors
and Officers liability insurance policy (D&O).
The insurance covers personal legal liabilities
including defense and legal costs. The officers
and directors of the Parent company and all
subsidiaries globally (owned more than 50%)
are covered by the insurance. The cover also
includes employees in managerial positions
or employees who become named in a claim
or investigation.
OUTLOOK
PHLY has gone through a transformational
2024 with the sale of its sole operating asset,
PSI. The Board proposed an initial dividend
of USD 6.08 per share totaling approximately
USD 73.6 million and to begin the dissolution
process. The proposed dividend and dis-
solution process were approved at an EGM
held on 19 February 2025. PHLY hopes to
complete the dissolution within the first half
of 2025 and distribute the remaining cash to
its shareholders. The escrow account of USD
10.0 million is obligated to be maintained
for a period of up to four years following the
closing for certain potential liabilities of the
Company under the SPA. It is anticipated that
the remaining amount will be paid as a liqui-
dation dividend to shareholders.
BOARD OF DIRECTORS’ REPORT
Kristian Røkke
Board Chairman
Elin Karfjell
Board Member
Steinar Nerbøvik
President and CEO
Oslo, Norway - 28 March 2025
Board of Directors Philly Shipyard ASA
Jan Petter Hagen
Board Member
Susan Hayman
Board Member
PHILLY SHIPYARD - ANNUAL REPORT 202412
DIRECTORS’ RESPONSIBILITY STATEMENT
Today, the Board of Directors and the Chief
Executive Officer reviewed and approved the
Board of Directors’ report and the consoli-
dated and separate annual financial state-
ments for Philly Shipyard ASA, as of and for
the year ending 31 December 2024 (annual
report 2024).
The Philly Shipyard ASA consolidated financial
statements have been prepared in accor-
dance with IFRS, as adopted by the European
Union, and additional disclosure requirements
in the Norwegian Accounting Act, and that
should be used as of 31 December 2024. The
separate financial statements for Philly Ship-
yard ASA have been prepared in accordance
with the Norwegian Accounting Act and Nor-
wegian Accounting Standards as of 31 Decem-
ber 2024. The Board of Directors’ report for
the group and the Parent company is in accor-
dance with the requirements in the Norwegian
Accounting Act and Norwegian accounting
standard no. 16, as of 31 December 2024.
To the best of our knowledge:
The consolidated and separate annual
financial statements for 2024 have been
prepared in accordance with applicable
accounting standards
The consolidated and separate annual
financial statements give a true and fair
view of the assets, liabilities, financial posi-
tion and income/(loss) as a whole as of 31
December 2024 for the Group and the
Parent company
The Board of Directors’ report for the
Group and the Parent company includes
a true and fair review of:
- The development and performance of
the business and the position of the
Group and the Parent company
- The principal risks and uncertainties
the Group and the Parent company
face
Directors’ Responsibility
Statement
Kristian Røkke
Board Chairman
Elin Karfjell
Board Member
Steinar Nerbøvik
President and CEO
Oslo, Norway - 28 March 2025
Board of Directors Philly Shipyard ASA
Jan Petter Hagen
Board Member
Susan Hayman
Board Member
PHILLY SHIPYARD - ANNUAL REPORT 2024 13
PHILLY SHIPYARD - ANNUAL REPORT 202414
PHILLY SHIPYARD - ANNUAL REPORT 2024 15
Consolidated
Income Statement
Consolidated Statement of
Comprehensive Income
Amounts in USD thousands (except share amounts and earnings per share) Note 2024 2023
Operating revenues 2 - -
Operating revenues - -
Operating expenses 3 (556 ) (680 )
Operating loss before depreciation (EBITDA) (556 ) (680 )
Depreciation 6 - -
Operating loss (EBIT) from continuing operations (556 ) (680 )
Financial income 4 241 59
Financial expense 4 (24 ) (45 )
Loss before income tax from continuing operations (339 ) (666 )
Income tax expense 5 - -
Loss after income tax from continuing operations (339 ) (666 )
Income/(loss) from discontinued operations, net after income tax 19 90 855 (67 271 )
Income/(loss) after income tax 90 516 (67 937 )
Weighted average number of ordinary shares in issue 10 12 107 901 12 107 901
Basic and diluted loss per share from continuing ops (USD) 10 (0.02 0.05
Basic and diluted income/(loss) per share from discontinued ops (USD) 10 7.51 5.56
Basic and diluted income/(loss) per share (USD) 10 7.49 (5.61 )
Philly Shipyard ASA - under liquidation
Amounts in USD thousands 2024 2023
Income/(loss) after income tax 90 516 (67 937 )
Other comprehensive income, net of income tax - -
Total comprehensive income/(loss) for the period * 90 516 (67 937 )
* All attributable to equity holders of the parent company.
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202416
Consolidated Statement
of Financial Position
as of 31 December
Amounts in USD thousands Note 2024 2023
ASSETS
Property, plant and equipment 6 - 42 653
Right-of-use assets 6 - 17 835
Restricted cash long-term 9 - 34 158
Escrow cash long-term 9 10 000 -
Deferred tax asset 5 - 25 333
Income tax receivable long-term 5 - 82
Other non-current assets - 552
Total non-current assets 10 000 120 613
Prepayments and other receivables 7 79 68 389
Restricted cash short-term 9 - 10 022
Income tax receivable short-term 5 - 15 978
Cash and cash equivalents 8 88 039 79 463
Total current assets 88 118 173 852
TOTAL ASSETS 98 118 294 465
EQUITY AND LIABILITIES
Paid in capital 11 35 206 35 206
Other equity 61 145 (29 371 )
Total equity attributable to equity holders of the parent company 96 351 5 835
Total equity 96 351 5 835
Income tax payable long-term 5 - 1 200
Lease liability long-term 12 - 6 788
Total non-current liabilities - 7 988
Trade payables and accrued liabilities 14 1 767 65 037
Other provisions - warranties 13 - 2 131
Customer advances (net) 2 - 212 196
Other contract liabilities 2 - 221
Lease liability short-term 12 - 1 057
Total current liabilities 1 767 280 642
Total liabilities 1 767 288 630
TOTAL EQUITY AND LIABILITIES 98 118 294 465
CONSOLIDATED ACCOUNTS
Kristian Røkke
Board Chairman
Elin Karfjell
Board Member
Steinar Nerbøvik
President and CEO
Oslo, Norway - 28 March 2025 - Board of Directors Philly Shipyard ASA
Jan Petter Hagen
Board Member
Susan Hayman
Board Member
Philly Shipyard ASA - under liquidation
PHILLY SHIPYARD - ANNUAL REPORT 2024 17
Consolidated Statement
of Changes in Equity
Share Share Treasury Other Total
Amounts in USD thousands capital premium shares equity equity
Balance at 31 December 2022 22 664 22 511 (9 969 ) 38 566 73 772
Total comprehensive loss for the year 2023 - - - (67 937 ) (67 937 )
Balance at 31 December 2023 22 664 22 511 (9 969 ) (29 371 ) 5 835
Total comprehensive income for the year 2024 - - - 90 516 90 516
Balance at 31 December 2024 22 664 22 511 (9 969 ) 61 145 96 351
CONSOLIDATED ACCOUNTS
Philly Shipyard ASA - under liquidation
PHILLY SHIPYARD - ANNUAL REPORT 202418
Consolidated
Cash Flow Statement
Amounts in USD thousands Note 2024 2023
Income/(loss) before tax 116 027 (64 856 )
Depreciation 6 4 237 7 720
Gain on sale of subsidiary 19 (233 077 ) -
Right-of-use assets reassessment - 7
Net financial income 4 (217 ) (14 )
(Increase)/decrease in:
Vessels-under-construction receivable 2 - 4 925
Restricted cash 9 3 344 11 251
Prepayments materials deposits 7 8 706 (8 435 )
Prepayments other and other receivables 7 (646 ) (7 597 )
Other non-current assets - (4 )
Increase/(decrease) in:
Trade payables and accrued liabilities 13,14 27 283 25 188
Customer advances (net) 2 11 230 (18 362 )
Other contract liabilities 2 179 (127 )
Income taxes received/(paid) 5 3 502 (459 )
Interest paid 4 (24 ) (45 )
Interest received 4 241 59
Net cash flow used in operating activities (59 215 ) (50 749 )
Investment in property, plant & equipment 6 (5 683 ) (6 635 )
Net proceeds from sale of subsidiary 19 74 531 -
Net cash flow from/(used in) investing activities 68 848 (6 635 )
Repayment of lease liability 12 (1 652 ) (1 068 )
Interest expense on lease liability 12 595 329
Net cash flow used in financing activities (1 057 ) (739 )
Net change in cash and cash equivalents 8 576 (58 123 )
Cash and cash equivalents as of 1 January 79 463 137 586
Cash and cash equivalents as of 31 December 8 88 039 79 463
Note: The cash flow is primarily related to discontinued operations, with the exception of marginal interest income and operating expenses
from the Parent company.
CONSOLIDATED ACCOUNTS
Philly Shipyard ASA - under liquidation
PHILLY SHIPYARD - ANNUAL REPORT 2024 19
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202420
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 21
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202422
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 23
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202424
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 25
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202426
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 27
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202428
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 29
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202430
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 31
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202432
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 33
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202434
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 35
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202436
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 37
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202438
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 39
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202440
CONSOLIDATED ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 41
PHILLY SHIPYARD - ANNUAL REPORT 202442
Income Statement
Amounts in USD thousands Note 2024 2023
Operating revenues - -
Operating expenses 2 (556) (680)
Operating loss (556) (680)
Interest expense payable to subsidiaries (1 200) (1 160)
Gain on disposal of subsidiary 8 60 588 -
Other interest income and financial income 241 59
Other interest expense and financial expense (24) (45)
Income/(loss) before tax 59 049 (1 826)
Income tax expense 3 - -
Net income/(loss) after tax 59 049 (1 826)
Allocation of net income/(loss):
Net income/(loss) after tax 59 049 (1 826)
Extraordinary dividend for 2024 4 (73 616) -
Other equity 4 2 096 1 826
Share premium reserve 4 12 471 -
PARENT COMPANY ACCOUNTS
Philly Shipyard ASA - under liquidation
PHILLY SHIPYARD - ANNUAL REPORT 2024 43
Statement of
Financial Position
as of 31 December
Amounts in USD thousands Note 2024 2023
ASSETS
Shares in subsidiary - 67 000
Escrow cash long-term 5 10 000 -
Total non-current assets 10 000 67 000
Prepayments and other receivables 79 91
Cash and cash equivalents 5 88 039 78
Total current assets 88 118 169
TOTAL ASSETS 98 118 67 169
EQUITY AND LIABILITIES
Share capital 22 664 22 664
Share premium reserve 71 12 542
Total paid in capital 22 735 35 206
Other equity - 2 096
Total equity 4 22 735 37 302
Loan from subsidiary 8 - 29 611
Total non-current liabilities - 29 611
Trade payables and accrued liabilities 1 767 256
Dividend payable 4,9 73 616 -
Total current liabilities 75 383 256
Total liabilities 75 383 29 867
TOTAL EQUITY AND LIABILITIES 98 118 67 169
PARENT COMPANY ACCOUNTS
Kristian Røkke
Board Chairman
Elin Karfjell
Board Member
Steinar Nerbøvik
President and CEO
Oslo, Norway - 28 March 2025 - Board of Directors Philly Shipyard ASA
Jan Petter Hagen
Board Member
Susan Hayman
Board Member
Philly Shipyard ASA - under liquidation
PHILLY SHIPYARD - ANNUAL REPORT 202444
Cash Flow
Statement
Amounts in USD thousands Note 2024 2023
Income/(loss) before tax 59 049 (1 826)
Gain on disposal of subsidiary 8 (60 588) -
Payment-in-kind interest expense payable to subsidiary 1 200 1 160
Change in prepayments and other receivables 12 17
Change in trade payables and accrued liabilities 1 508 48
Net cash flow from/(used in) operating activities 1 181 (601)
Proceeds from sale of subsidiary 8 86 005 -
Net cash flow from investing activities 86 005 -
Loan proceeds from subsidiary 775 600
Net cash flow from financing activities 775 600
Net change in cash and cash equivalents 87 961 (1)
Cash and cash equivalents as of 1 January 78 79
Cash and cash equivalents as of 31 December 88 039 78
PARENT COMPANY ACCOUNTS
Philly Shipyard ASA - under liquidation
PHILLY SHIPYARD - ANNUAL REPORT 2024 45
The accounts of Philly Shipyard ASA - under liquidation (referred to herein as PHLY) are presented in conformity with Norwegian legislation and
Generally Accepted Accounting Principles (GAAP) in Norway. PHLY’s functional and reporting currency is the U.S. dollar (USD).
Following the closing of the sale of Philly Shipyard, Inc. (PSI) in December 2024, the Company has ceased trading, and the going concern assump-
tion is not applied in these financial statements. At the date of issuance of this report, the Board has approved to begin liquidation proceedings
of the Company and the EGM on 19 February 2025 approved the Board’s proposal to start liquidation proceedings. Management has concluded
that GAAP applied in Norway still provide relevant and reliable information, and has therefore prepared these financial statements using the
same accounting policies as previously disclosed.
Subsidiaries
Subsidiaries are presented on a historical cost basis in the parent company accounts. The investment is valued at historical cost for the shares
unless impairment write-downs have been deemed necessary. The shares are written down to fair value if the impairment is not of a temporary
nature and is necessitated by GAAP. Write-downs are reversed when the basis for the write-down no longer exists.
Dividends and other payments are taken to income in the year they are accrued in the subsidiary. If dividends exceed retained earnings after
the purchase, the excess represents repayment of invested capital and the payments are deducted from the invested value in PHLY’s statement
of financial position.
Classification and valuation of statement of financial position items
Current assets and current liabilities include items that have less than one year to maturity, and other items that are deemed operational working
capital. Other items are classified as non-current assets/non-current liabilities.
Current assets are valued at the lower of historical cost and fair value. Current liabilities are valued at their nominal historical value at the time
the liability arises.
Non-current assets are valued at historical cost, but are written down to fair value if impairment is deemed to be of a permanent nature. Non-cur-
rent liabilities are valued at nominal historical values.
Tax
Tax benefit/(expense) in the income statement comprises both current payable taxes and the change in deferred tax. Payable tax is calculated
on the basis of the profit for the period in Norwegian Kroner (NOK). Deferred tax at 31 December 2024 is calculated using a 22% income tax
rate utilizing the difference that exists between book values and tax values and the net operating losses that can be carried forward at the
statement of financial position date. Tax-increasing and tax-reducing temporary differences that are reversing or can reverse in the same
period are offset against each other. Net tax assets are shown in the statement of financial position to the extent it is probable that these
assets can be utilized.
Cash flow statement
The cash flow statement is shown using the indirect method. Cash and cash equivalents comprises cash, bank deposits and other short-term
liquid placements.
Use of estimates
Preparation of financial statements in conformity with GAAP in Norway requires management to make estimates and assumptions that affect
the income statement, the reported amounts of assets and liabilities and also the disclosure of contingent assets and liabilities on the statement
of financial position date.
Contingent losses that are probable and quantifiable are expensed when they are identified.
Notes to the
Parent Company Accounts
NOTE 1: BASIS FOR PREPARATION
PARENT COMPANY ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 202446
NOTE 2: OPERATING EXPENSES
Fees to the auditors for ordinary audit and other audit and attestation fees have been expensed.
Amounts in USD thousands 2024 2023
Audit fees 67 30
Other audit and attestation fees 62 20
Total 129 50
PHLY has no employees. Senior Management was employed in the operating company. Fees to the Board of Directors of NOK 1,758 thousand
(USD 154 thousand) and NOK 1,673 thousand (USD 164 thousand) were expensed in 2024 and 2023, respectively.
NOTE 3: TAXES
The table below shows the difference between book and tax values by the end of 2024 and 2023 and the amounts of deferred taxes at these
dates and the change in deferred taxes.
Amounts in USD thousands 2024 2023
Losses carried forward 13 600 8 636
Other temporary differences 35 26
Total differences 13 635 8 662
Net deferred tax asset/(liability), 22%/22% - -
Foreign currency impact - -
Deferred tax asset/(liability) in the statement of financial position - -
Estimated result for income tax purposes:
Amounts in USD thousands 2024 2023
Income/(loss) before tax measured in NOK for taxation purposes 59 049 (1 826)
Non-taxable gain on disposal of shares in subsidiaries (60 588) (23)
Change in other temporary differences 9 -
Foreign currency impact (3 914) (721)
Estimated income/(loss) for tax purposes (5 444) (2 570)
Income tax payable, 22%/22% - -
Income tax benefit/(expense) in the income statement:
Amounts in USD thousands 2024 2023
Income tax payable - -
Change in deferred tax liability - -
Foreign currency impact - -
Excessive accrued income tax payable from prior year - -
Income tax benefit - -
The Norwegian deferred tax assets of USD 3.2 million have not been recorded because the Company does not believe that they will be able to use them.
PARENT COMPANY ACCOUNTS
PHILLY SHIPYARD - ANNUAL REPORT 2024 47
PARENT COMPANY ACCOUNTS
NOTE 4: TOTAL EQUITY
Changes in equity are:
Share Share Treasury Total paid Other Total
Amounts in USD thousands capital premium shares in capital equity equity
Equity as of 1 January 2024 22 664 22 511 (9 969) 35 206 2 096 37 302
Net income for the year 2024 - - - - 59 049 59 049
Extraordinary dividend - (12 471) - (12 471) (61 145) (73 616)
Equity as of 31 December 2024 22 664 10 040 (9 969) 22 735 - 22 735
Philly Shipyard presents its Parent company financial statements using GAAP (Generally Accepted Accounting Principles) of Norway that require
the extraordinary dividend to be presented as a liability and as part of the allocation of the income for 2024 regardless of the fact that the div-
idend was declared in February 2025 and not in 2024. For the consolidated financial statements presented using IFRS (International Financial
Reporting Standards), dividend declared after year-end 2024 are not recorded as a liability.
The share capital of NOK 125,747,660 consists of 12,574,766 shares (including 466,865 treasury shares) with a par value of NOK 10 as of 31
December 2024.
PHLY is a part of the consolidated accounts of Aker ASA, Oksenoyveien 10, NO-1366 Lysaker, Norway.
Twenty largest shareholders
(as of 31 December 2024)
Number of Ownership
Shareholders shares held (in %)
Aker Capital AS 7 237 631 57.6%
J.P. Morgan Securities LLC 1 211 486 9.6%
Philly Shipyard ASA 466 865 3.7%
Nordnet Livsforsikring AS 177 112 1.4%
Sivert Hultgren Berg 169 679 1.3%
Tor-Fredrik Naevdal 139 165 1.1%
Interactive Brokers LLC 132 987 1.1%
Maxwell Montes AS 96 082 0.8%
Citibank 76 222 0.6%
Peter Myhre 71 000 0.6%
Nordnet Bank AB 67 436 0.5%
Filip Kristiansen 61 436 0.5%
Jan Roar Ronning 60 000 0.5%
Kristian Falnes AS 60 000 0.5%
Trading Partner AS 59 234 0.5%
Kim Skailand 55 000 0.4%
Steinar Gronland 45 805 0.4%
ITSOS AS 45 000 0.4%
Thomas Fuglestad 43 680 0.3%
Dag Arve Midttun 40 000 0.3%
Total, 20 largest shareholders 10 315 820 82.1%
Other shareholders 2 258 946 17.9%
Total shareholders 12 574 766 100.0%
PHILLY SHIPYARD - ANNUAL REPORT 202448
PARENT COMPANY ACCOUNTS
NOTE 5: CASH AND CASH EQUIVALENTS AND ESCROW CASH
Total escrow cash as of 31 December 2024 amounted to USD 10.0 million, which is obligated to be maintained in an escrow account related to
certain potential liabilities of the Company under the SPA for a period of up to four years following closing of the Transaction.
NOTE 6: SHARES OWNED BY THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
For information regarding shares owned by the members of the Board of Directors and the Senior Management, please see note 16 to the
consolidated accounts.
NOTE 7: RELATED PARTY TRANSACTIONS AND GUARANTEES
PHLY has service agreements with Aker ASA and certain of its affiliates which provide consulting, tax, financial, insurance and administrative
services. All payables (including service fees and insurance premiums) under these agreements are paid within the normal course of business.
Philly Shipyard believes that related party transactions are made on terms equivalent to those that prevail in arm’s length transactions. Total
expenses incurred under these agreements in 2024 and 2023 were USD 120 thousand and USD 176 thousand, respectively.
PHILLY SHIPYARD - ANNUAL REPORT 2024 49
PARENT COMPANY ACCOUNTS
NOTE 9: SUBSEQUENT EVENTS AFTER 31 DECEMBER 2024
On 29 January 2025, the Board proposed a dividend payment of USD 6.08 per share to the shareholders of record as of 21 February 2025 as
well as dissolution proceedings of PHLY. An extraordinary general meeting (EGM) was held on 19 February 2025 during which the proposed
dividend and dissolution of PHLY were approved.
NOTE 8: DISPOSAL OF SUBSIDIARY
As announced on 20 June 2024, PHLY entered into a share purchase agreement (the “SPA”) with both Hanwha Systems and Hanwha Ocean
(together “Hanwha”), for the purchase of PSI, the sole operating subsidiary of PHLY (the “Transaction”). The Transaction has resulted in PHLY
selling all of its business against receiving a cash consideration of USD 100.0 million.
The Transaction closed on 19 December 2024 and the agreed purchase price USD 100.0 million was not subject to any reduction or adjustments.
In connection with the closing of the Transaction, PSI redeemed and repurchased shares of its stock in exchange for PSI’s cancellation of the
total outstanding balance due from PHLY under an intercompany loan as of the closing date (including all unpaid principal and accrued interest).
As part of the closing, PHLY is obligated to maintain an escrow account of USD 10.0 million related to certain potential liabilities of the Company
under the SPA for a period of up to four years following the closing of the Transaction.
PHLY recognized the following gain:
Amounts in USD thousands 19 Dec 2024
Gross proceeds 100 000
Less: transaction costs (3 995)
Net proceeds at closing 96 005
Cancellation of intercompany loan 31 583
Less: book investment in PSI (67 000)
After-tax gain on sale 60 588
Net cash flow from the sale of PSI at 19 December 2024 is as follows:
Amounts in USD thousands 19 Dec 2024
Gross proceeds 100 000
Less transaction costs (3 995)
Less escrow (restricted cash) (10 000)
Net proceeds at closing 86 005
PHILLY SHIPYARD - ANNUAL REPORT 202450
AUDITOR’S REPORT
Auditor’s Report
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of Philly Shipyard ASA – under liquidation
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Philly Shipyard ASA – under liquidation, which comprise:
● the financial statements of the parent company Philly Shipyard ASA – under liquidation (the
Company), which comprise the Statement of Financial Position as at 31 December 2024, the
Income Statement and Cash Flow Statement for the year then ended, and notes to the financial
statements, including material accounting policy information, and
● the consolidated financial statements of Philly Shipyard ASA – under liquidation and its subsidiaries
(the Group), which comprise the Statement of Financial Position as at 31 December 2024, the
Income Statement, Statement of Comprehensive Income, Statement of Changes in Equity and
Cash Flow Statement for the year then ended, and notes to the consolidated financial statements,
including material accounting policy information.
In our opinion
● the financial statements comply with applicable statutory requirements,
● the financial statements give a true and fair view of the financial position of the Company as at 31
December 2024, and its financial performance for the year then ended in accordance with the
Norwegian Accounting Act and accounting standards and practices generally accepted in Norway,
and
● the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2024, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of Philly Shipyard ASA for 3 years from the election by the general meeting of the
shareholders on 20 April 2022 for the accounting year 2022.
PHILLY SHIPYARD - ANNUAL REPORT 2024 51
2 / 5
Emphasis of Matter
We draw attention to Note 1 to these financial statements and the Board of Director’s report, which refers to
the decision to liquidate the Company subsequent to the statement of financial position date. The going
concern assumption is therefore not applicable for the financial statements. Our opinion is not modified in
respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the financial statements of the current period. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
As the Company has sold all its business during the financial year, the prior year key area of focus,
Revenue Recognition from Construction Contracts, has been replaced by Accounting for profit for
Discontinued Operations.
Key Audit Matters
How our audit addressed the Key Audit Matter
Accounting of profit for Discontinued
Operations
In
December 2024 Philly Shipyard ASA
sold 100% of the shares in Philly Shipyard
Inc (“PSI”). The results of operations of PSI
and
the net profit from the sale are
presented as profit from discontinued
operations
in the consolidated income
statement
.
We consider the profit from discontinued
operations of Philly Shipyard Inc as a key
focus area due to the pervasive impact on
the financial statements when
the business
is
sold during the financial year.
Furthermore, the accounting considerations
involved can be complex, and there is an
inherent risk of errors in the detailed
bookkeeping of the transactions.
We refer to note 1
and note 19 to the
consolidated financial statements
, where
management explains the transaction and
how this has been accounted for in the
financial statements.
To consider whether classification as discontinued
operations was appropriate, we obtained
an
understanding of
the agreements and other
documents supporting the transaction. To further
deepen our understanding, we held discussions
with management about the details and terms in
the agreements. Our discussions included
management's procedures to ensure appropriate
accounting treatment of the
transaction, and how
management had evaluated the various aspects of
the accounting and disclosure requirements,
partic
ularly the requirements in IFRS 5.
We recalculated management’s calculation of the
results of the operations of PSI. We traced the
detailed information used in the calculation back to
supporting documentation as well as considered
management’s use of assumptions against our
accumulated know
ledge of the transaction and
IFRS requirements.
For the PSI transaction, we performed audit
procedures over management's calculations of net
profit from the sale to test whether it appropriately
reflected the terms of the sale and purchase
agreement in respect of consideration and claims
from the purcha
ser. We obtained confirmation from
independent third parties that the purchase price
has been settled.
We read note
s 1 and19 and found them to be in
line with the requirements.
AUDITOR’S REPORT
PHILLY SHIPYARD - ANNUAL REPORT 202452
AUDITOR’S REPORT
3 / 5
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appears to be materially misstated. We are required to report if there is a material misstatement in the
Board of Directors’ report or the other information accompanying the financial statements.
The required statutory Sustainability Statement is omitted from the other information accompanying the
financial statements.The Company is subject to the reporting requirements in the Norwegian Accounting Act
§§ 2-3 – 2-7 and should have included a Sustainability Statement in their Board of Directors’ report. As the
Company has sold all its business during the financial year, and aim to distribute the proceeds as dividend,
and then dissolve the Company during the first half of 2025, Management has decided not to include a
Sustainability Statement.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
● is consistent with the financial statements and
● contains the information required by applicable statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statement on Corporate
Governance.
Our opinion on whether the Board of Directors’ report contains the information required by applicable
statutory requirements, does not cover the Sustainability Statement.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and for the preparation of the consolidated financial statements of the Group
that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU.
Management is responsible for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern.
The financial statements of the Company use the going concern basis of accounting insofar as it is not likely
that the enterprise will cease operations. The consolidated financial statements of the Group use the going
concern basis of accounting unless management either intends to liquidate the Group or to cease
operations, or has no realistic alternative but to do so. Management has decided to liquidate the Company.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
PHILLY SHIPYARD - ANNUAL REPORT 2024 53
AUDITOR’S REPORT
4 / 5
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
● identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.
● obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company's and the Group's internal control.
● evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
● conclude on the appropriateness of management’s use of the going concern basis of accounting.
Management has decided to liquidate the Company. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions may
cause the Company and the Group to continue as a going concern.
● evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
● obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
act of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
PHILLY SHIPYARD - ANNUAL REPORT 202454
AUDITOR’S REPORT
5 / 5
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Philly Shipyard ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the annual
report, with the file name PHLY_ASA_31122024-EN.zip have been prepared, in all material respects, in
compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the
European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 28 March 2025
PricewaterhouseCoopers AS
Anne Kristin Huuse
State Authorised Public Accountant
(This document is signed electronically)
PHILLY SHIPYARD - ANNUAL REPORT 2024 55
PHILLY SHIPYARD - ANNUAL REPORT 202456
The timely release of information to the mar-
ket that could affect PHLY’s share price helps
ensure that Philly Shipyard ASA’s share price
reflects its underlying value.
On 12 March 2024, the PHLY Board revised
the Company’s dividend policy as follows:
“The Company’s objective is to provide its share-
holders with a competitive return on its shares
over time based on the Company’s earnings.
The Company’s focus is on long-term profit-
ability, and its current priority is to strengthen
its balance sheet. Accordingly, no dividends are
contemplated until further notice.”
In 2024, PHLY did not pay any dividends. How-
ever, on 29 January 2025 the Board authorized
a dividend payment of USD 6.08 per share to
shareholders on record as of 21 February 2025,
totalling approximately USD 73.6 million. The
dividend and the Board’s proposal to start dis-
solution proceedings were approved at an EGM
held on 19 February 2025. Based on certain liq-
uidation accounts to be prepared by the Com-
pany and audited by its auditor, PHLY expects
to distribute the remaining unrestricted cash in
the Company during the first half of 2025. Any
remaining cash in the Company later available
for distribution as a result of release of cash
from the escrow arrangement with Hanwha,
will be distributed once unrestricted to the
Company’s shareholders eligible to receive the
initial liquidation dividend. Such distribution, if
any, may take up to four years.
The Norwegian Public Limited Liability Com-
panies Act allows for the Board of Directors
to pay dividends on the basis of an authoriza-
tion from the annual general meeting. As the
Company is under liquidation, the Board of
Directors does not intend to propose to the
general meeting that the Board of Directors is
authorized to pay dividends based on PHLY’s
annual accounts for 2024.
SHARES AND SHARE CAPITAL
As of 31 December 2024, Philly Shipyard ASA
has 12,574,766 ordinary shares; each share
has a par value of NOK 10 (see note 4 to the
Parent company’s 2024 accounts). As of 31
December 2024, PHLY had 1,113 sharehold-
ers, of whom 53 shareholders, or 4.8%, were
non-Norwegian shareholders.
PHLY has a single share class. Each share is
entitled to one vote. PHLY holds 466,865 of
its own (treasury) shares, constituting 3.7% of
the shares outstanding, as of 31 December
2024.
STOCK EXCHANGE LISTING
Philly Shipyard ASA was listed on the Euronext
Expand Oslo (formerly known as Oslo Axess)
on 17 December 2007 (ticker: PHLY). PHLY’s
shares are registered in the Norwegian Cen-
tral Securities Depository; the shares have
the securities registration number ISIN NO
0010395577. DNB Bank ASA is PHLY’s regis-
trar.
MAJORITY SHAREHOLDER
Philly Shipyard ASA’s majority shareholder is
Aker Capital AS, a wholly-owned subsidiary of
Aker ASA. Companies that are part of Aker
are legally and financially independent units.
Aker Capital AS exercises active ownership as
part of systematic efforts to create value for
all PHLY shareholders.
From time to time, agreements are entered
into between the Company and one or
Shares and
Shareholder Matters
Philly Shipyard ASA (PHLY) is committed to maintaining an open and direct dialogue
with its shareholders, potential investors, analysts, brokers and the financial commu
-
nity in general.
SHARES AND SHAREHOLDER MATTERS
SHARE CAPITAL DEVELOPMENT OVER THE PAST THREE YEARS
Change in share Share capital Number of Par value
capital (in NOK) (in NOK) shares (in NOK)
Change in 2022 - - - -
31 December 2022 - 125 747 660 12 574 766 10.00
Change in 2023 - - - -
31 December 2023 - 125 747 660 12 574 766 10.00
Change in 2024 - - - -
31 December 2024 - 125 747 660 12 574 766 10.00
PHILLY SHIPYARD - ANNUAL REPORT 2024 57
more Aker companies. The Boards of
Directors and other parties involved in
the decision-making processes related to
such agreements are all critically aware
of the need to handle such matters in the
best interests of the involved companies,
in accordance with good corporate gover-
nance practice. If needed, external, inde-
pendent opinions are sought.
CURRENT BOARD AUTHORIZATIONS
As of 31 December 2024, the Board of Direc-
tors of Philly Shipyard ASA has an authori-
zation to pay dividends, an authorization to
increase the share capital and two separate
authorizations to acquire own shares. All of
these current Board authorizations are valid
up until the next annual general meeting in
2025. For more details, please see “Board
authorizations” on page 60.
STOCK OPTION PLANS
As of 31 December 2024, Philly Shipyard ASA
has no stock option program.
INVESTOR RELATIONS
Philly Shipyard ASA seeks to maintain an
open and direct dialogue with shareholders,
financial analysts and the financial market in
general.
All Philly Shipyard press releases and inves-
tor relations publications, including archived
material, are available at the Company’s
web site: www.phillyshipyardasa.com. This
online resource includes PHLY’s quarterly
and annual reports, prospectuses, articles of
association, financial calendar and its Inves-
tor Relations and Corporate Governance pol-
icies, along with other information.
Shareholders can contact the Company at
communications@phillyshipyardasa.com.
QUARTERLY AND ANNUAL REPORTS
Philly Shipyard’s quarterly and annual reports
are published electronically on the Company’s
website at the same time as they are released
via the Oslo Stock Exchange distribution ser-
vice, www.newsweb.no (ticker: PHLY).
SHARES AND SHAREHOLDER MATTERS
TWENTY LARGEST SHAREHOLDERS
(as of 31 December 2024)
Number of Ownership
Shareholders shares held (in %)
Aker Capital AS 7 237 631 57.6%
J.P. Morgan Securities LLC 1 211 486 9.6%
Philly Shipyard ASA 466 865 3.7%
Nordnet Livsforsikring AS 177 112 1.4%
Sivert Hultgren Berg 169 679 1.3%
Tor-Fredrik Naevdal 139 165 1.1%
Interactive Brokers LLC 132 987 1.1%
Maxwell Montes AS 96 082 0.8%
Citibank 76 222 0.6%
Peter Myhre 71 000 0.6%
Nordnet Bank AB 67 436 0.5%
Filip Kristiansen 61 436 0.5%
Jan Roar Ronning 60 000 0.5%
Kristian Falnes AS 60 000 0.5%
Trading Partner AS 59 234 0.5%
Kim Skailand 55 000 0.4%
Steinar Gronland 45 805 0.4%
ITSOS AS 45 000 0.4%
Thomas Fuglestad 43 680 0.3%
Dag Arve Midttun 40 000 0.3%
Total, 20 largest shareholders 10 315 820 82.1%
Other shareholders 2 258 946 17.9%
Total shareholders 12 574 766 100.0%
OWNERSHIP STRUCTURE BY NUMBER OF SHARES HELD
(as of 31 December 2024)
Number of % of share
Shares owned shareholders capital
1 - 100 401 0.1%
101 - 1 000 392 1.3%
1 001 - 10 000 242 6.6%
10 001 - 100 000 71 16.2%
100 001 - 500 000 5 8.6%
Over 500 000 2 67.2%
Total 1 113 100.0%
PHILLY SHIPYARD - ANNUAL REPORT 202458
SHARES AND SHAREHOLDER MATTERS
NOMINATION COMMITTEE
PHLY’s nomination committee has the fol-
lowing members: Ingebret G. Hisdal (Chair-
person) and Charlotte Håkonsen. Hilde K.
Ramsdal serves as deputy member to the
committee. Shareholders who wish to con-
tact PHLY’s nomination committee may do so
using the following address:
Nomination Committee of
Philly Shipyard ASA
Vika Atrium
Munkedamsveien 45
NO-0250 Oslo, Norway
ANNUAL GENERAL MEETING
Philly Shipyard ASA’s annual general meeting
is normally held in March or April. Written
notification is sent to all shareholders individ-
ually or to shareholders’ nominees. To vote at
general meetings, shareholders (or their duly
authorized representatives) must either be
present or vote by proxy.
Annual general meeting notices and atten-
dance registration forms are sent to share-
holders by the deadlines laid down in the
Norwegian Public Limited Liability Compa-
nies Act and made available on the com-
pany’s website and through the Oslo Stock
Exchange distribution service. The annual
report and other enclosures to the meeting
notice are made available solely via the com-
pany’s website and the Oslo Stock Exchange
distribution service. Shareholders who wish
to receive the enclosures by post must con-
tact the company.
2024 SHARE DATA
PHLY’s total market capitalization as of 31
December 2024 was NOK 951 million. During
2024, a total of 2,963,210 Philly Shipyard ASA
shares traded, corresponding to 0.236 times
PHLY’s freely tradable stock. The shares
traded on 248 trading days in 2024.
GEOGRAPHIC DISTRIBUTION OF SHAREHOLDERS
(as of 31 December 2024)
Number of Ownership
Shareholders shares held (in %)
Norwegian shareholders 10 846 426 86.3%
Non-Norwegian shareholders 1 728 340 13.7%
Total 12 574 766 100.0%
SHARE PRICE DEVELOPMENT IN 2024
(2024 share data)
Highest traded (in NOK) 76.8
Lowest traded (in NOK) 33.6
Share price as of 31 December (in NOK) 75.6
Shares issued as of 31 December 12 574 766
Own (treasury) shares as of 31 December (466 865)
Shares issued and outstanding as of 31 December 12 107 901
Market capitalization as of 31 December (in NOK millions) 951
Proposed share dividend (NOK per share) -
SHARE PRICE DEVELOPMENT
(2022 - 2024)
NOK / share
100
80
60
40
20
0
20
30
40
50
60
70
80
1 Jan 2022 31 Dec 2024
PHILLY SHIPYARD - ANNUAL REPORT 2024 59
The Board of Directors (the “Board”) of PHLY
has reviewed and updated PHLY’s principles
for corporate governance. The principles are
based on the Norwegian Code of Practice for
Corporate Governance, dated 14 October
2021 (the “Code of Practice”), the principles
set out in the continuing obligations of com-
panies listed on the Oslo Stock Exchange,
and the relevant Norwegian background law
such as the Norwegian Accounting Act and
the Norwegian Public Limited Liability Com-
panies Act. The Code of Practice is available at
www.nues.no and the continuing obligations
of stock exchange listed companies may be
found at www.euronext.com/en/markets/
oslo. The principles also apply to PHLY’s sub-
sidiaries when relevant. The following pres-
ents the current practice of PHLY regarding
each of the recommendations contained in
the Code of Practice. Any deviations from
the recommendations are explained under
the item in question. In addition to the Code
of Practice, the Norwegian Accounting Act
section 2-9 stipulates that companies must
provide a report on their policies and prac-
tices for corporate governance either in the
annual report or in a document referred to in
the annual report. This report is integrated in
this corporate governance statement.
This statement should be read in conjunc-
tion with the Company’s ongoing liquidation
process. The liquidation process is expected
to be completed during Q2 2025. PHLY will
remain listed on Euronext Expand until the
liquidation process is completed.
Purpose
PHLY’s Corporate Governance principles
ensure an appropriate division of roles and
responsibilities among PHLY’s owners, its
Board, and its executive management, and
that business activities are subject to satis-
factory control. The appropriate division of
roles and satisfactory control contribute to
the greatest possible value creation over
time, to the benefit of owners and other
stakeholders.
Values and ethical guidelines
The Board has adopted corporate values
and ethical guidelines. PHLY has a code of
conduct which is approved by the Board,
and it constitutes a framework for managing
compliance and integrity risks. It describes
PHLY’s ethical commitments, requirements
and expectations for personal conduct
and business practice. PHLY’s code of con-
duct outlines clear principles and rules in
key compliance and integrity areas such as
anti-corruption and anti-bribery; facilitation
payments; conflicts of interest; gifts and
hospitality; human and labor rights; fair com-
petition; anti-money laundering; and trade
compliance. PHLY’s code of conduct is avail-
able on PHLY’s home page www. phillyship-
yardasa.com, under the heading “Corporate
Governance.”
PHLY has not adopted specific guidelines
on equality and diversity due to its lack of
employees. The Company is focused how-
ever on carrying on its business in line with
the principles of equality and diversity with
respect to the composition of its manage-
ment and Board, and its Board currently
comprise of four members where two are
male and two are female.
Business
PHLY’s business purpose clause in the arti-
cles of association is as follows:
“The Company’s business is to own and man-
age industry and other related business related
to building of ships, capital management and
other operations for the group, including partic-
ipating in or acquiring other business.”
The function of the business purpose clause
is to ensure that shareholders have control
of the business and its risk profile, without
limiting the Board or management’s ability to
carry out strategic and financially viable deci-
sions within the defined purpose.
EQUITY AND DIVIDENDS
Equity
The PHLY group’s equity as of 31 December
2024 amounted to USD 96.4 million, which
corresponds to an equity ratio (total equity
divided by total assets) of approximately 98%.
PHLY regards its current equity structure as
appropriate and adapted to its objectives,
strategy and risk profile. On 19 February
2025, the extraordinary general meeting of
the Company resolved to approve a proposed
dividend of approximately USD 73.6 million,
which was paid out by 28 February 2025.
Dividends
PHLY’s dividend policy is included in the
Shares and Shareholder Matters section on
page 56.
Philly Shipyard’s goal now that is has sold its
only operating asset, PSI, is to return a sig-
nificant portion of the sale proceeds to its
shareholders while ensuring PHLY’s obliga-
tions under the SPA are fully accounted for.
PHLY did not pay out any dividends in 2024.
Given the sale of PSI to Hanwha in December
2024 whereby the Company received approx-
imately USD 100.0 million in cash proceeds,
the Board proposed a dividend of USD 6.08
per share, totaling approximately USD 73.6
million, in February 2025. This proposal
was approved by an extraordinary general
meeting held in the Company on 19 February
2025 and paid out by 28 February 2025. The
extraordinary general meeting also resolved
to liquidate PHLY, a process which is expected
Corporate
Governance
Philly Shipyard ASA (PHLY) aims to create maximum value for its shareholders over
time. Good corporate governance will help to reduce risk and ensure sustainable
value creation.
CORPORATE GOVERNANCE
PHILLY SHIPYARD - ANNUAL REPORT 202460
to be completed in Q2 2025. As a result,
PHLY does not foresee payment of any fur-
ther shareholder distributions, including divi-
dends and share buybacks, until the Company
has been finally liquidated. Provided that the
general meeting resolves to finally liquidate
and dissolve the Company based on certain
audited liquidation accounts, PHLY expects
to distribute the remaining unrestricted cash
in the Company at such time as a liquidation
distribution to its shareholders as soon as
permissible under Norwegian law.
Board authorizations
The Board’s current authorizations to issue
shares and to undertake share buy backs are
to be limited to defined purposes and to be
valid only until the next annual general meet-
ing.
The Board has the following authorizations
valid up to the annual general meeting in
2025:
to facilitate the potential payment of divi-
dends in accordance with PHLY’s dividend
policy, an authorization to pay dividends
based on PHLY’s annual accounts for
2023;
an authorization to increase the share
capital by up to NOK 12,574,766, which
can only be used to raise equity capital for
new shipbuilding projects or other future
investments within the Company’s scope
of operations;
an authorization to acquire own shares
with a total nominal value of NOK
12,574,766, which can only be used for
the purpose of utilizing PHLY’s shares
as transaction currency in acquisitions,
mergers, de-mergers or other transac-
tions; and
an authorization to acquire own shares
with a total nominal value of NOK
12,574,766, which can only be used for
the purpose of investment or subsequent
sale or deletion of such shares.
The Board does not intend to propose to
renew any of these authorizations due to the
ongoing liquidation process.
The Board currently has no other authori-
zations to issue shares or undertake share
buybacks.
Equal treatment of shareholders
PHLY has a single class of shares, and all
shares carry the same rights in PHLY. Equal
treatment of all shareholders is crucial. If
existing shareholders’ pre-emptive rights are
proposed waived upon an increase in share
capital, the Board will justify the waiver. The
Board will also publicly disclose such justifi-
cation in a stock exchange announcement
issued in connection with such increase in
share capital. Transactions in own (trea-
sury) shares are executed on the Oslo Stock
Exchange or by other means at the listed
price.
Shares and negotiability
There are no limitations on any party’s abil-
ity to own, trade or vote for shares in PHLY.
No restrictions on transferability are found in
PHLY’s articles of association.
General meetings
The Board encourages shareholders to par-
ticipate in general meetings. It is PHLY’s pri-
ority to hold the annual general meeting as
early as possible after the year-end. Notices
of general meetings are sent physically by
post to shareholders who have not accepted
digital communication and comprehensive
supporting information, including the recom-
mendations of the nomination committee,
are made available for the shareholders on
PHLY’s website www.phillyshipyardasa.com,
in each case not later than 21 days prior to
the annual general meeting. The Board seeks
to ensure that the resolutions and support-
ing information are sufficiently detailed and
comprehensive to enable the shareholders
to form a view on all matters to be consid-
ered at the meeting. The notice materials
include a thorough explanation of all proce-
dures for registration, voting and attendance.
In addition, information on how to propose
a resolution to the items on the agenda at
the annual general meeting will be included
in the notice. If a general meeting is held as
a physical meeting, the shareholders will also
be given the opportunity to participate vir-
tually. The proxy form includes instructions
for representation at the meeting through
a proxy or by virtual participation and allows
shareholders to nominate a person who will
be available to vote on behalf of the share-
holders. In addition, to the extent possible,
the proxy form includes separate voting
instructions to be given for each matter to be
considered by the meeting. The shareholders
may also vote electronically in advance of the
general meeting.
Pursuant to PHLY’s articles of association, the
Chairman of the Board (the “Chairman”), or
any other person appointed by the Chairman,
chairs the general meetings. Although the
Code of Practice recommends an indepen-
dent chair for annual general meetings, it is
the view of PHLY that the procedure followed
by PHLY provides efficient and well prepared
annual general meetings and is in the inter-
ests of the shareholders. Recent years, the
general meetings have however been chaired
by an independent chairperson appointed by
the Chairman of the Board. The sharehold-
ers are invited to make a joint voting on the
composition of the Board as proposed by the
nomination committee and not on each Board
member separately. Hence, PHLY deviates
from the Code of Practice in this regard as the
nomination committee emphasizes that the
Board’s composition shall reflect a variety of
experience, knowledge and qualifications.
To the extent possible, the CEO/general man-
ager, the chairperson of the nomination com-
mittee and the auditor attend annual general
meetings.
Minutes of general meetings are published
as soon as practically possible on the Oslo
Stock Exchange, www.newsweb.no (ticker:
PHLY) and on PHLY’s website www.phillyship-
yardasa.com.
CORPORATE GOVERNANCE
PHILLY SHIPYARD - ANNUAL REPORT 2024 61
NOMINATION COMMITTEE
PHLY has a nomination committee, as set
forth in section 7 of PHLY’s articles of associ-
ation. Pursuant to the articles of association,
the nomination committee is to comprise no
fewer than two members. Each member is
normally elected for a two-year period. The
composition of the nomination committee
reflects the interests of the shareholders, and
its members are independent from the Board
and executive management. The members
and chairperson of the nomination commit-
tee are elected by PHLY’s annual general
meeting, which also approves the remuner-
ation payable to committee members. The
general meeting may also decide on guide-
lines for the nomination committee.
Pursuant to PHLY’s articles of association, the
nomination committee recommends candi-
dates for members of the Board. The nomi-
nation committee also makes recommenda-
tions as to remuneration of the members of
the Board and the nomination committee.
The nomination committee will justify its
recommendation and such justification will
address the criteria specified in section 8 of
the Code of Practice on the composition of
the Board.
The nomination committee comprises the
following members:
– Ingebret G. Hisdal, Chairperson
– Charlotte Håkonsen, member
Neither of the members of the nomination
committee is a member of the Board. Nei-
ther the CEO/general manager nor any other
senior executive is a member of the nomina-
tion committee. Hilde K. Ramsdal serves as
deputy member to the committee.
The general meeting has stipulated guide-
lines for the duties of the nomination com-
mittee.
PHLY provides the shareholders with infor-
mation on how to submit proposals to the
nomination committee for candidates for
election to the Board on PHLY’s website www.
phillyshipyardasa.com.
BOARD OF DIRECTORS: COMPOSITION
AND INDEPENDENCE
Pursuant to section 4 of PHLY’s articles of
association, the Board comprises between
three and seven members. The Board is cur-
rently comprised of a total of four members.
PHLY’s shareholders elect the Chairman at the
annual general meeting. The Board may elect
its own Deputy Board Chairman. Board mem-
bers are elected for a period of two years.
The composition of the Board is designed to
ensure that it can operate independently of
any special interests and function effectively
as a collegiate body. A majority of the share-
holder-elected Board members are indepen-
dent of PHLY’s executive management and
its significant business associates. The Board
does not include any executive personnel.
Further, two of the four shareholder-elected
Board members, Elin Karfjell and Susan Hay-
man, are independent of PHLY’s main share-
holder, Aker ASA. Kristian Røkke, the Chair-
man, is chairman of Aker Horizons ASA. Jan
Petter Hagen, Board member, is Managing
Partner of Converto AS.
The current composition of the Board, as
well as the Board members’ status on inde-
pendence and expertise, capabilities, and
experience, are presented on pages 64-65 of
this annual report. The shareholder-elected
Board members represent a combination of
expertise, capabilities, and experience from
various businesses and industries.
The Board members’ shareholdings are
presented in note 16 to the consolidated
accounts.
Two of the four shareholder-elected Board
members are up for election in 2025.
THE WORK OF THE BOARD OF DIRECTORS
The Board of PHLY annually adopts a plan for
its work, emphasizing the goals, strategies,
and risk profile of the Company’s business
activities. The plan also recognizes the Com-
pany’s corporate social responsibility, and
how the Board shall handle agreements with
related parties. If there are material trans-
actions between the Company and a share-
holder, Board member, member of executive
management, or a party closely related to
any of the aforementioned, the Board shall
ensure that independent valuations are avail-
able.
See additional information on transactions
and agreements with related parties in note
18 to the consolidated accounts. As of 31
December 2024, 57.6% of the shares in PHLY
are owned by Aker Capital AS, a wholly-owned
subsidiary of Aker ASA. For further details on
the relationship between Philly Shipyard and
Aker ASA, please see note 18 to the consoli-
dated accounts.
Also, the Board has adopted instructions
that regulate areas of responsibility, tasks,
and division of roles of the Board, the Chair-
man, and the CEO/general manager. These
instructions feature rules governing Board
schedules, rules for notice and chairing of
Board meetings, decision-making rules, the
CEO’s/general manager’s duty and right to
disclose information to the Board, profes-
sional secrecy, impartiality, and other issues.
In order to ensure a more independent con-
sideration of matters of a material character
in which the Chairman is, or has been, per-
sonally involved, the Board’s consideration
of such matters are chaired by the Deputy
Board Chairman, if there is one serving at
the time, or some other member of the
Board in the absence of a Deputy Board
Chairman.
PHLY has an audit committee consisting of
two members elected by and among the
Board’s members, Elin Karfjell (Chairperson)
and Jan Petter Hagen. Both members are
independent from operations of the Com-
pany. One member, Jan Petter Hagen, is
linked to PHLY’s main shareholder, Aker ASA.
CORPORATE GOVERNANCE
PHILLY SHIPYARD - ANNUAL REPORT 202462
CORPORATE GOVERNANCE
PHLY does not have any other active Board
committees at this time. In particular, PHLY
does not have a remuneration committee
because all members of the Board are inde-
pendent of PHLY’s executive personnel.
PHLY has prepared guidelines designed
to ensure that members of the Board and
executive management notify the Board of
any direct or indirect stake they may have in
agreements entered into by the Company.
The Board evaluates its own performance
and expertise once a year.
Risk management and internal control
The Board is to ensure that the Company
maintains solid in-house control practices and
protocols and appropriate risk management
systems tailored to the Company’s business
activities. These practices and systems encom-
pass the Company’s guidelines for how it inte-
grates considerations related to stakeholders
into its creation of value. PHLY’s policy regard-
ing sustainability and environmental, social,
and governance (ESG) is set forth on page
11 of this annual report. The Board annually
reviews the Company’s most important risk
areas and internal control systems and pro-
cedures, and these risk areas are mentioned
in the Board’s report. Through the use of a
risk matrix and log, the Board also monitors
the key risks related to the Company’s busi-
ness goals and assesses those risks, taking
into account mitigating actions, on a quarterly
basis. The issue is further described in notes 1
and 15 to the consolidated accounts.
Audit committee
The audit committee has reviewed the Com-
pany’s financial reporting systems, systems
for internal control and risk management and
had dialogue with PHLY’s auditor. The audit
committee has also considered the auditor’s
independence.
PHLY’s financial policies ensure follow-up of
financial risk. Key targets are identified by
the Board and management to ensure timely
follow-up of currency exposure, interest rate
exposure and compliance with covenants.
PHLY has prepared an authorization matrix
and approval procedures for costs included
in PHLY’s governing documents.
FINANCIAL STATEMENT CLOSE PROCESS
PHLY has implemented Aker ASA’s account-
ing and reporting guidelines which contains
requirements and procedures for the prepa-
ration of both quarterly and annual report-
ing. The reporting is done quarterly through
PHLY’s reporting and consolidation system.
Consolidation and control over the financial
statement close process is the CFO’s respon-
sibility. Financial results and cash develop-
ment are analyzed and compared to the
budget by the CEO/general manager and CFO
and reported to the Board monthly.
REMUNERATION OF THE BOARD OF
DIRECTORS
Board remuneration reflects the Board’s
responsibility, expertise, time spent, and the
complexity of the business. Remuneration
does not depend on PHLY’s financial per-
formance and PHLY does not grant share
options to members of its Board. Board
members and companies with whom they
are associated are not to take on special
tasks for the Company beyond their Board
appointments unless such assignments are
disclosed to the full Board and the remuner-
ation for such additional duties is approved
by the Board.
Additional information on remuneration paid
to Board members for 2024 is presented in
note 16 to the consolidated accounts.
REMUNERATION OF EXECUTIVE
MANAGEMENT
The Board has adopted guidelines for remu-
neration of executive management in accor-
dance with section 6-16a of the Norwegian
Public Limited Company Act which was origi-
nally presented to the annual general meet-
ing in 2021 and approved by the sharehold-
ers for a period of four years. The guidelines
currently approved by the shareholders are
available on the Company’s website. Salary
and other remuneration of the CEO/general
manager of PHLY are determined in a Board
meeting. The basis of remuneration of exec-
utive management has been developed in
order to create a system based on perfor-
mance and retention.
The system of reward is designed to con-
tribute to the achievement of good financial
results and increase shareholder value.
PHLY does not have stock option plans. Fur-
ther information on remuneration for 2024
for members of the Company’s executive
management is presented in note 16 to the
consolidated accounts. PHLY’s guidelines for
remuneration to executive management are
discussed starting on page 36 of this annual
report. The maximum size of any payment
under the existing performance-related remu-
neration program to any executive is linked to
the size of the executive’s base salary.
The Board prepares and presents a report
on remuneration of executive management
every year as part of the annual general
meeting, in accordance with the Norwegian
Public Limited Company Act section 6-16b.
This report is subject to the shareholders’
advisory vote only.
INFORMATION AND COMMUNICATIONS
PHLY’s reporting of financial and other infor-
mation is based on openness and on equal
treatment of shareholders, the financial com-
munity, and other interested parties.
The long-term purpose of PHLY’s investor
relations activities has been to ensure PHLY’s
access to capital at competitive terms and
to ensure shareholders’ correct pricing of
shares. These goals are to be accomplished
through correct and timely distribution of
information that can affect PHLY’s share
price. PHLY is also to comply with current
rules and market practices, including the
requirement of equal treatment.
All stock exchange notifications and press
releases are made available on PHLY’s
website www.phillyshipyardasa.com; stock
PHILLY SHIPYARD - ANNUAL REPORT 2024 63
exchange notices are also available from
www.newsweb.oslobors.no. All information
that is distributed to shareholders is simulta-
neously published on PHLY’s website.
PHLY’s financial calendar is found on the
inside front cover of this annual report and
its home page www.phillyshipyardasa.com.
PHLY’s investor relations staff is responsible
for maintaining regular contact with PHLY’s
shareholders, potential investors, analysts
and other financial market stakeholders. The
Board is regularly informed about PHLY’s
investor relations activities. For more infor-
mation regarding PHLY’s guidelines for
reporting of financial and other information,
see pages 56-58.
TAKEOVERS
PHLY has not produced special principles
for how it will act in the event of a takeover
bid. However, if a takeover bid occurred the
Board would follow the overriding principle of
equal treatment for all shareholders. Unless
the Board has particular reasons for so doing,
the Board will not take steps to prevent or
obstruct a takeover bid for PHLY’s business
or shares, nor use share issue authorizations
or other measures to hinder the progress of
the bid, without such actions being approved
by a general meeting after the takeover offer
has become public knowledge.
AUDITOR
The auditor makes an annual presentation to
the Board of a plan for the auditing work for
the year. Further, the auditor has provided
the Board with a written confirmation that the
requirement of independence is met.
The auditor participates in the Board meet-
ing that deals with the annual accounts, and
the auditor has reviewed PHLY’s internal
control with the Board. At these meetings,
the auditor reviews any material changes to
PHLY’s accounting principles, comments on
any material estimated accounting figures
and reports all matters on which there have
been disagreement between the auditor and
PHLY’s executive personnel. Once a year a
meeting is held between the auditor and the
Board, at which no representatives of execu-
tive management are present. In addition to
the presentations to the full Board, the audi-
tor is present at all quarterly audit committee
meetings which occur throughout the year
and presents both its preliminary and final
audit findings to the committee during such
meetings.
CORPORATE GOVERNANCE
PHILLY SHIPYARD - ANNUAL REPORT 202464
KRISTIAN RØKKE
Board Chairman
Kristian Røkke (b. 1983) is Chief Executive
Officer of Aker Horizons AS, an investment
company dedicated to creating value and
reducing emissions from renewable energy
and decarbonization technologies. Mr. Røkke
has previously been Chief Investment Officer
of Aker ASA and has extensive experience
from operations and M&A. Mr. Røkke is
Chair of the board of Mainstream Renewable
Power and Aker Carbon Capture AS, and a
Director of TRG Holding AS. Mr. Røkke has
an MBA from The Wharton School, University
of Pennsylvania. Mr. Røkke holds both Nor-
wegian and American citizenships. Mr. Røkke
owns no shares in the company and has no
stock options. Mr. Røkke has been elected
for the period 2022-2024.
JAN PETTER HAGEN
Board Member
Jan Petter Hagen (b. 1965) is Managing Part-
ner in the advisory firm Converto AS. Before
joining Converto in 2017, Mr. Hagen held the
position as Director of Business Transforma-
tion in Rolls-Royce Marine. Mr. Hagen also
served as CFO in Stokke, a high-end, global,
well-recognized brand in the children prod-
uct segment from 2009-2014. Mr. Hagen
has previously held a variety of executive
positions in Aker Yards, Offshore & Special-
ized Vessels, including Senior Vice President
Finance and Senior Vice President Shipbuild-
ing. Mr. Hagen also has experience from the
oil and gas industry. Mr. Hagen’s current
board positions include inter alia Brattvaag
Electro and Peil. Mr. Hagen holds a MSc in
Energy Economics and Management and a
Bachelor of Science in Business Administra-
tion from Norwegian Business School BI in
Oslo. Mr. Hagen owns no shares in the com-
pany and has no stock options. Mr. Hagen
has been elected for the period 2022-2024.
ELIN KARFJELL
Board Member
Elin Karfjell (b. 1965) has experience as EVP
Property Management and Development of
Statsbygg, a Norwegian government agency
that manages central parts of the real estate
portfolio of the government of Norway, where
she previously held the position of CFO. Prior to
that, Ms. Karfjell was CEO of Atelika AS and Fabi
Group and Director of Finance and Administra-
tion of Atea AS. Ms. Karfjell is a former partner
at Ernst & Young AS. Ms. Karfjell joined Ernst &
Young AS in 2002. Prior to this, Ms. Karfjell held
various positions including partner at Arthur
Andersen. At Ernst & Young/Arthur Andersen,
Ms. Karfjell held various leading positions, both
within advisory and audit, and Ms. Karfjell has
experience from a broad specter of industries.
Ms. Karfjell is also a Board member of North
Energy ASA, DNO ASA and Contesto AS. Pre-
viously, Ms. Karfjell was a Board member of
Hent AS, Sevan Drilling Ltd., Norse Energy
Corporation ASA, Aktiv Kapital ASA and Aker
Floating Production ASA. Ms. Karfjell is a state
authorized public accountant. Ms. Karfjell has a
Bachelor of Science in Accounting from Okon-
omisk College (Oslo Met) and a higher degree
in accounting and auditing from the Norwegian
School of Economics and Business Administra-
tion (NHH). Ms. Karfjell is a Norwegian citizen.
Ms. Karfjell holds 1,200 shares in the company
and has no stock options. Ms. Karfjell has been
elected for the period 2023-2025. Ms. Karfjell
serves as an independent director.
Presentation of
the Board of Directors
THE BOARD OF DIRECTORS
PHILLY SHIPYARD - ANNUAL REPORT 2024 65
SUSAN HAYMAN
Board Member
Susan Hayman (b. 1958) has held senior
positions in both domestic and international
maritime transportation companies includ-
ing Foss Maritime Company, APL Ltd. and
Matson Navigation. Ms. Hayman is a grad-
uate of the United States Merchant Marine
Academy and received an MBA from Harvard
Business School. Ms. Hayman has served on
several boards and committees, including:
American Petroleum Institute (API) Marine
Committee, Ship Operations Cooperative
Program (SOCP), Chamber of Shipping of
America (CSA), American Waterways Opera-
tors (AWO), Maritime Transportation System
Advisory Committee (MTSNAC), and the U.S.
Merchant Marine Academy Board of Visitors.
Ms. Hayman is a U.S. citizen. Ms. Hayman
owns no shares in the company and has no
stock options. Ms. Hayman has been elected
for the period 2023-2025. Ms. Hayman
serves as an independent director.
THE BOARD OF DIRECTORS
PHILLY SHIPYARD - ANNUAL REPORT 202466
THE MANAGEMENT TEAM
KRISTINE DAMLI
Vice President
Kristine Damli (b. 1990) is Vice President
of Philly Shipyard ASA. In addition to this
responsibility, Ms. Damli serves as Senior
Controller for Aker ASA. Prior to joining Aker
ASA in 2022, Ms. Damli worked for six years
in PricewaterhouseCoopers. Ms. Damli holds
an MSc in Economics and Business Adminis-
tration and an MSc in Accounting and Audit-
ing from The Norwegian School of Economics
(NHH). Ms. Damli lives in Oslo, Norway. Ms.
Damli is a Norwegian citizen. As of 1 Febru-
ary 2025, Ms. Damli holds zero shares in the
company and has no stock options.
STEINAR NERBØVIK
President and CEO
Steinar Nerbøvik (b. 1961) was appointed
President and Chief Executive Officer of
Philly Shipyard ASA and Philly Shipyard, Inc.
in November 2014 after serving as Manag-
ing Director since April 2014. Previously, Mr.
Nerbøvik served as SVP Operations from
October 2013. Prior to that, Mr. Nerbøvik
served as SVP Yard Director for Norwegian
Shipyard Vard Langsten (former Aker Yards
and STX OSV Langsten), a leading provider of
sophisticated offshore support vessels. Mr.
Nerbøvik first joined Philly Shipyard in 2003
as Vice President Projects. Mr. Nerbøvik has
held other management positions as com-
bined Design Manager and Project Manager
at Aker Langsten from 1991-2003. Mr. Ner-
bøvik holds a Master of Science in Ship Naval
Engineering from the Norwegian Institute of
Technology (NTNU) in Trondheim, Norway.
Mr. Nerbøvik lives in Wilmington, DE, USA. Mr.
Nerbøvik is a U.S. and Norwegian citizen. As
of 1 February 2025, Mr. Nerbøvik holds 1,000
shares in the company and has no stock
options.
JEFFREY THEISEN
Chief Financial Officer
Jeffrey Theisen (b. 1968) rejoined Philly Ship-
yard ASA as Chief Financial Officer in Sep-
tember 2020. Mr. Theisen previously served
as CFO from 2007-2015. Mr. Theisen has
over 30 years of experience in financial and
strategic planning, organizational leader-
ship, growth and expansion strategies, debt
and equity financing, investor and banking
relations, and budgeting and cost account-
ing. Mr. Theisen has held finance roles with
Arthur Andersen, The Regulus Group, Philly
Shipyard and most recently, People 2.0.
Mr. Theisen holds a Bachelor of Science in
Accounting from Villanova University and is
a certified public accountant in the state of
Pennsylvania. Mr. Theisen lives in Blue Bell,
PA, USA. Mr. Theisen is a U.S. citizen. As of 1
February 2025, Mr. Theisen holds zero shares
in the company and has no stock options.
Presentation of
the Management Team
PHILLY SHIPYARD - ANNUAL REPORT 2024 67
DISCLAIMER
This annual report includes and is based, inter
alia, on forward-looking information and state-
ments that are subject to risks and uncertain-
ties that could cause actual results to differ.
Such forward-looking information and state-
ments are based on current expectations, esti-
mates and projections about global economic
conditions, the economic conditions of the
regions and industries that are major markets
for Philly Shipyard ASA and its subsidiaries and
affiliates (the “Philly Shipyard Group”) lines of
business. These expectations, estimates, and
projections are generally identifiable by state-
ments containing words such as “expects,”
“believes,” “estimates,” “anticipates,” “intends,”
or similar expressions. Although Philly Ship-
yard ASA believes that its expectations and the
information in this annual report were based
upon reasonable assumptions at the time
when they were made, it can give no assurance
that those expectations will be achieved or
that the actual results will be as set out in this
annual report. Neither Philly Shipyard ASA nor
any other company within the Philly Shipyard
Group is making any representation or war-
ranty, expressed or implied, as to the accuracy,
reliability or completeness of the information in
the annual report, and neither Philly Shipyard
ASA, any other company within the Philly Ship-
yard Group nor any of their directors, officers
or employees will have any liability to you or
any other persons resulting from your use of
the information in the annual report.
Philly Shipyard ASA undertakes no obligation
to publicly update or revise any forward-look-
ing information or statements in the annual
report, other than what is required by law.
The Philly Shipyard Group consists of various
legally independent entities, constituting their
own separate identities. Philly Shipyard is
used as the common brand or trademark for
most of these entities. In this annual report
we may sometimes use the “Company,” “Philly
Shipyard,” “Group,” “we,” or “us” when we
refer to Philly Shipyard companies in general
or where no useful purpose is served by iden-
tifying any particular Philly Shipyard company.
This report does not constitute an offer of
any securities for sale.
Philly Shipyard ASA
Vika Atrium, Munkedamsveien 45,
NO-0250 Oslo, Norway
Tel: + 47 23 11 91 00; Fax: + 47 23 11 91 01
website:
www.phillyshipyardasa.com
email:
communications@phillyshipyardasa.com
Photos/illustrations:
All photos courtesy of:
Hanwha Philly Shipyard, Inc.
Design/production:
www.report.no
COMPANY INFORMATION
Philly Shipyard ASA
Annual Report 2024
© 2025 Philly Shipyard
All rights reserved.
www.phillyshipyardasa.com