ANNUAL
REPORT
2021
American
Shipping
Company
Mission: to be the preferred ship owning and leasing partner to the US Jones Act market
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 2ANNUAL REPORT 2021 - 2
AMERICAN SHIPPING COMPANY
KEY FIGURES 3
KEY EVENTS 2021 4
THIS IS AMERICAN SHIPPING COMPANY 5
FLEET OVERVIEW 6
PRIMARY TRADE ROUTES 7
COMPANY STRUCTURE 8
COMPANY HISTORY 9
GOALS AND STRATEGIES 10
MANAGEMENT 11
BOARD OF DIRECTORS 12
BOARD OF DIRECTORS’ REPORT 13
BOARD RESPONSIBILITY STATEMENT 20
ANNUAL ACCOUNTS - GROUP 22
Consolidated Statement of Financial Position 22
Consolidated Income Statement 23
Consolidated Statement of Comprehensive Income 23
Consolidated Statement of Changes in Equity 24
Consolidated Cash Flow Statement 25
Notes to the Consolidated Accounts 26
NOTE 1: Accounting principles 26
NOTE 2: Wages and other personnel expenses 31
NOTE 3: Other operating expenses 31
NOTE 4: Financial items 32
NOTE 5: Tax 33
NOTE 6: Property, plant and equipment 35
NOTE 7: Interest-bearing long-term receivables 36
NOTE 8: Other receivables 36
NOTE 9: Derivative financial assets and liabilities 37
NOTE 10: Earnings per share 37
NOTE 11: Paid in capital 38
NOTE 12: Subsidiaries 39
NOTE 13: Interest-bearing loans and liabilities 40
NOTE 14: Operating leases 42
NOTE 15: Trade and other payables 42
NOTE 16: Financial instruments 43
NOTE 17: Shares owned or controlled 48
NOTE 18: Transactions and agreements with related parties 50
NOTE 19: Agreements with OSG 50
NOTE 20: Events after the balance sheet date 51
ANNUAL ACCOUNTS - PARENT 53
Statement of Financial Position 53
Income Statement 54
Cash Flow Statement 55
Notes to the Accounts 56
NOTE 1: Accounting principles 56
NOTE 2: Other operating and financial expenses 57
NOTE 3: Shares in subsidiaries and associates 58
NOTE 4: Tax 59
NOTE 5: Long-term receivables 60
NOTE 6: Total equity 61
NOTE 7: Cash and cash equivalents 63
NOTE 8: Shares owned by the board of directors
and the senior management 63
NOTE 9: Guarantees 63
NOTE 10: Events after the balance date 63
AUDITORS’ REPORT 64
SHARE AND SHAREHOLDER INFORMATION 68
CORPORATE GOVERNANCE 71
CONTENT
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 3
KEY FIGURES
Profit and loss items 2021 2020 2019
Operating revenues USD million 88.2 88.2 87.8
EBITDA USD million 83.6 85.2 84.7
Net income USD million 13.4 18.1 8.3
Normalized EBITDA USD million
Reported EBITDA USD million 83.6 85.2 84.7
DPO USD million 3.3 3.4 3.6
Normalized EBITDA USD million 86.9 88.6 88.3
Cash flow
Cash flow from operating activities USD million 57.8 43.8 35.9
Cash flow from investing activities USD million - (4.8) 15.4
Cash flow used in financing activities USD million (32.2) (51.1) (57.2)
Cash as of 31 December USD million 61.3 35.7 47.9
Balance sheet
Interest bearing debt USD million 538.6 543.6 567.0
Equity USD million 149.2 161.3 165.0
Total assets USD million 713.5 723.6 752.4
Equity ratio Percent 20.9% 22.3% 21.9%
The AMSC share
Share price as of 31 December NOK 32.20 28.20 32.85
Dividend per share NOK 3.85 3.44 2.90
Dividend per share USD 0.44 0.38 0.32
Dividend yield Percent 12.0% 12.2% 8.8%
ANNUAL REPORT 2021 - 4
AMERICAN SHIPPING COMPANY
KEY EVENTS
2021
FINANCIAL CALENDAR 2022
22 April Annual General Meeting 2022
19 May 1st quarter interim results 2022
23 August 2nd quarter interim results 2022
22 November 3rd quarter interim results 2022
(dates subject to change)
OSG BAREBOAT CHARTER UPDATE
In December 2021, the Company an-
nounced OSG’s exercise of 1-year options
for two ships, moving the charter expiry
to December 2023, and redelivery notices
for three ships in December 2022. The
Company views the redeliveries as an op-
portunity to diversify its customer base
and will work towards redeploying the
vessels in the Jones Act tanker market
during 2022 and beyond.
COVID 19 IMPACT
Demand for transportation of crude
and petroleum products in the U.S. was
sharply reduced during 2020, but has
nearly fully recovered by the end of 2021.
AMSC is insulated in the short to medium
term due to its “come hell or high water”
bareboat contracts with OSG.
UNSECURED BOND TAP ISSUE
In April 2021, AMSC executed a tap issue
of USD 20 million in the senior unsecured
bonds due 2 July 2025. The tap issue
was made at an issue price of 101% of
nominal amount. Following settlement,
the outstanding amount of the bond is
USD 220 million.
INCREASED DIVIDENDS
For the financial year 2021, the Company
declared dividends of USD 0.42 per share,
a 17% increase over 2020.
ANNUAL REPORT 2021 - 5
AMERICAN SHIPPING COMPANY
THIS IS
AMERICAN
SHIPPING
COMPANY
AMSC currently owns nine modern handy
size product tankers and one modern
handy size shuttle tanker, all built at Philly
Shipyard (PHLY), a leading U.S. shipyard.
All ten vessels are on fixed rate bareboat
charters with Overseas Shipholding Group
Inc. (OSG). In addition, there is a profit
sharing arrangement in place with OSG,
providing the Company with exposure
to improving market conditions. OSG
charters the vessels out on voyage and
time charters to major oil companies
and refineries. OSG has options to renew
the bareboat charters for the life of the
vessels, except for the three vessels being
returned in December 2022.
AMSC is headquartered in Lysaker, Nor-
way, with its principal operating subsid-
iaries located in Pennsylvania, USA.
American Shipping Company ASA (AMSC) was established in
2005, and is listed on the Oslo Stock Exchange with the ticker
AMSC (OTCQX: ASCJF). The business model of AMSC is to own
and bareboat charter out U.S. built vessels to qualified U.S. citizen
operators, making the Company a pure play Jones Act owner.
The objective of the business model is to generate a stable and
predictable cash flow from long term bareboat leases protected
from short term market fluctuations, with upside potential
through profit sharing arrangements with the charterers.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 6
FLEET
OVERVIEW
VESSEL DESIGN TYPE DELIVERED 2026252423222021
Overseas Houston Veteran Class MT 46 MR 2007
Overseas Texas City Veteran Class MT 46 MR 2008
Overseas Los Angeles Veteran Class MT 46 MR 2007
Overseas Nikiski Veteran Class MT 46 MR 2009
Overseas Anacortes Veteran Class MT 46 MR 2010
Overseas Long Beach Veteran Class MT 46 MR 2007
Overseas Boston Veteran Class MT 46 MR 2009
Overseas New York Veteran Class MT 46 MR 2008
Overseas Martinez Veteran Class MT 46 MR 2010
Overseas Tampa Veteran Class MT 46 ST 2011
Bareboat from AMSC to OSG
OSG extension options for life
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 7
Valdez, Alaska
San Francisco
New Orleans
Tampa
Houston
Port Everglades
Port
Arthur
Corpus
Christi
Los Angeles
Portland
Seattle
Washington DC
New York /
New Jersey
Philadelphia
TEXAS
LOUISIANA
MISSISSIPPI
FLORIDA
ALABAMA
CALIFORNIA
OREGON
WASHINGTON
Cushing
OKLAHOMA
PRIMARY
TRADE
ROUTES
Crude
Clean
Bio fuel
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 8
COMPANY
STRUCTURE
American Tanker Holding Company Inc.
American Tanker Inc.
American Shipping Corporation Inc.
Overseas
Houston
Overseas
Texas City
Overseas
Los Angeles
Overseas
Nikiski
Overseas
Anacortes
Overseas
Long Beach
Overseas
Boston
Overseas
New York
Overseas
Martinez
Overseas
Tampa
ASC
Leasing
I Inc.
ASC
Leasing
II Inc.
ASC
Leasing
III Inc.
ASC
Leasing
IV Inc.
ASC
Leasing
V Inc.
ASC
Leasing
VI Inc.
ASC
Leasing
VII Inc.
ASC
Leasing
VIII Inc.
ASC
Leasing
IX Inc.
ASC
Leasing
X Inc.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 9
COMPANY
HISTORY
2017
Ї Raised USD 220 million
senior unsecured bond
used to refinance the
outstanding bond with
maturity in February
2018
Ї Received USD 12.5
million in distributions
from Philly Tankers from
its sale of all four product
tanker newbuild contracts
2018
Ї OSG elected to extend
all nine vessels up for
renewal, effectively in-
creasing AMSC’s average
bareboat charter duration
to 3.5 years
2019
Ї Liquidation of PTAS with
USD 16.3 million received,
USD 28.8 million in total
after-tax proceeds
Ї OSG elected to extend
four vessels up for
renewal, effectively in-
creasing AMSC’s average
bareboat charter duration
to 3.7 years
2020
Ї Closed USD 305 million
senior secured debt
financing for nine ships
with maturity in 2025
Ї Closed USD 200 million
unsecured bond, matur-
ing in 2025
2021
Ї Closed USD 20 million
unsecured bond tap issue
Ї Increased quarter-over-
quarter dividend by 20%,
supported by Company’s
free cash flow
Ї OSG elected to extend
two vessels for one
year and redeliver three
vessels in 2022
2005
Ї Aker American Shipping
ASA (AKASA) established
and listed on Oslo Stock
Exchange
Ї Closed a ten ship bare-
boat charter agreement
with Overseas Shiphold-
ing Group, Inc. (OSG), with
ships delivered between
2007 and 2011
2007
Ї Obtained take-out
financing for ten vessels
and issued NOK 700 mil-
lion bond for investments
in vessels
2008
Ї Name changed to Amer-
ican Shipping Company
ASA and trading ticker
changed from AKASA to
AMSC
2009
Ї Finalized settlement
agreement with OSG that
settled all commercial
disputes between the
companies
2011
Ї Extended maturity of the
NOK bond for 6 years
2012
Ї Extended maturity of
vessel debt to June 2016
Ї Achieved bareboat char-
ter extensions with OSG
to December 2019
2013
Ї Launched major recapi-
talization of the Company,
completed in 2014, which
raised USD 128 million in
cash and increased equity
by USD 166 million
2014
Ї Began paying quarterly
dividends
Ї Overseas Tampa convert-
ed to a shuttle tanker for
a ten year time charter to
Shell beginning in 2015
Ї Invested USD 25 million
for a 19.6% stake in Philly
Tankers AS with orders
for four product tankers
2015
Ї Refinancing of secured
vessel debt completed
with USD 450 million in
new secured debt
Ї Philly Tankers secured
long-term time charters
on its first two ships,
declared its two options
and entered into agree-
ment to sell all four tanker
contracts upon delivery
2016
Ї First Philly Tankers new-
build contract and related
assets sold to subsid-
iaries of Kinder Morgan.
Transaction proceeds
distributed during 2017,
with a final liquidation
proceed during 2018
GOALS AND
STRATEGIES
Be a preferred ship owning and lease finance company in the Jones Act market
Generate stable cash flow from long term bareboat charters
Have a modern, safe and operationally friendly fleet
Explore and invest in value creating opportunities for our stakeholders
Ensure an optimal use of capital
ANNUAL REPORT 2021 - 10
AMERICAN SHIPPING COMPANY
GOALS AND
STRATEGIES
ANNUAL REPORT 2021 - 11
AMERICAN SHIPPING COMPANY
Pål L. Magnussen was appointed Presi-
dent and CEO of AMSC effective 1 Janu-
ary 2015. He previously served as AM-
SC’s CFO from 1 June 2014. A Norwegian
national, Mr. Magnussen comes from the
position as Director of the Investment
Banking Division in DNB Markets where
he worked since 2007 focusing on the
shipping and offshore sectors. Prior to
that, he worked for five years as Vice
President of Corporate Banking in DNB
Bank’s shipping and offshore division.
He has significant experience from inter-
national shipping finance and has been
based in New York, Singapore and Oslo.
Mr. Magnussen holds an MBA from Co-
lumbia University, New York and a Master
of Science from the Norwegian School of
Management, Oslo. He holds 110,000
share in the Company.
Morten Bakke was appointed Chief
Financial Officer from April 2016. He has
multiple years of corporate finance, ship-
ping and offshore experience of which
10 years with DVB Corporate Finance
in London and Oslo and previously with
Chartered Accountants Moore Stephens
and Credit Suisse, both in London. Mr.
Bakke holds a MSC in Shipping, Trade and
Finance from Cass Business School in
London and BA in Business Studies from
University of Greenwich. Mr. Bakke is a
Norwegian national and holds 100,000
shares in the Company through MB
Capital AS.
Leigh Jaros joined AMSC as Controller in
July 2008 and was employed by Philly
Shipyard as its Accounting Supervisor
from January 2007, prior to joining AMSC.
Ms. Jaros has multiple years of corporate
finance and accounting experience
including financial reporting, analysis and
budgeting. Ms. Jaros holds a Bachelor of
Science in Finance and Economics from
West Chester University. Ms. Jaros is a
U.S. citizen and holds 2,000 shares in the
Company.
PÅL LOTHE MAGNUSSEN
President / CEO
MORTEN BAKKE
CFO
LEIGH JAROS
Controller
MANAGEMENT
ANNUAL REPORT 2021 - 12
AMERICAN SHIPPING COMPANY
Ms. Justad has been a member of Amer-
ican Shipping Company ASA’s Board of
Directors since December 2007 and was
elected as chair of the Board in 2010.
From 2006 through 2010, she held the
position of CEO of Eitzen Maritime Ser-
vices ASA, a Norwegian marine shipping
services Company. Prior to that she has
held various positions in large companies
such as Yara International ASA, Norgas
Carriers/IM Skaugen ASA, and Norsk
Hydro ASA. Presently, Ms. Justad is a
partner at Recore, chair of Norske tog AS
and Store Norske Spitsbergen Kulkom-
pani AS and Småkraft AS, vice chair REC
Silicon, and a board member of Torm plc,
Awilco LNG ASA and PowerCell Sweden
AB. Ms. Justad holds a Master degree
of Technology Management from NTH/
MIT (Sloan School /NHH in addition to an
MSc in Chemical Engineering from NTH.
Ms. Justad is a Norwegian citizen. Ms.
Justad holds 4,523 shares in the Company
and has no stock options. She has been
re-elected for the period 2021-2023.
Peter D. Knudsen is the Managing Part-
ner of NorthCape AS, a financial advisory
firm. Mr. Knudsen was previously the
CEO of Oslo listed Camillo Eitzen & Co.
ASA from November 2008 to February
2012. Prior to Camillo Eitzen & Co.
ASA, Mr. Knudsen was employed by
Nordea Bank (Shipping Offshore and
Oil Services) for 15 years, and his last
position was as a General Manager of
Nordea Bank in Singapore. Mr. Knudsen
has also been employed with GIEK, Den
norske Creditbank, Jøtun Fonds and Ste-
moco Shipping. He is presently a board
member with OSX listed Pareto Bank
ASA and Siem Offshore Ltd., as well as
privately owned Uglands Rederi AS . Mr.
Knudsen holds an MBA from Arizona
State University. He is a Norwegian
citizen and holds 5,000 shares of stock
in the Company through Vilja AS. Mr.
Knudsen has been a Board Member of
American Shipping Company ASA since
2012 and has been re-elected for the
period 2020-2022.
Kristian Røkke is currently CEO of Aker
Horizons, a holding company with a
portfolio of companies in the renewable
energy and green technologies space. He
has extensive experience from offshore
oil services, shipbuilding industry, M&A
and other transactions. Prior to Aker
Horizons, Mr. Røkke was CIO of Aker ASA.
Mr. Røkke is chairman of the board of
Philly Shipyard ASA, Aker Offshore Wind
AS and Akastor ASA and a board member
of Aker Carbon Capture ASA. He holds an
MBA from The Wharton School, Univer-
sity of Pennsylvania. Mr. Røkke is a Nor-
wegian and American citizen and holds
zero shares in the Company. Mr. Røkke
was elected to the Board of Directors at
the Company’s Annual General Meeting
in 2018, and has been re-elected for the
period 2020-2022.
ANNETTE MALM JUSTAD
Chair
PETER D. KNUDSEN
Board member
KRISTIAN RØKKE
Board member
BOARD OF DIRECTORS
ANNUAL REPORT 2021 - 13
AMERICAN SHIPPING COMPANY
American Shipping Company
ASA (“AMSC” or the “Company”)
is a ship owning and lease
finance company with a modern
fleet of nine product tankers
and one shuttle tanker operat-
ing in the U.S. domestic (“Jones
Act”) trades. During 2021, all ten
tankers were on bareboat char-
ters to Overseas Shipholding
Group, Inc. and its subsidiaries
(collectively “OSG”), one of the
largest operators in the Jones
Act tanker market, and domi-
ciled in Tampa, Florida.
THE GROUP’S BUSINESS ACTIVITIES
The main entities in the AMSC Group
(the “Group”) are the Norwegian holding
company American Shipping Company
ASA and its wholly owned U.S. subsidiar-
ies American Tanker Holding Company,
Inc. (ATHC), American Tanker, Inc. (ATI),
American Shipping Corporation (ASC),
and the ten single purpose leasing
companies (ASC Leasing I through X,
Inc.), each owning one of the ten tankers.
American Shipping Company ASA is
domiciled in Lysaker, Norway , and listed
on the Oslo Stock Exchange, with the U.S.
subsidiaries located in Kennett Square,
Pennsylvania.
AMSC’s business model is to own and
long-term bareboat charter-out vessels
for operation in the U.S. Jones Act market,
earning fixed bareboat charter revenues
generating stable cash flows to protect
against short-term market fluctuations,
and, in addition, with profit share poten-
tial generated by the bareboat charterers’
operations in the time or voyage charter
markets.
In accordance with this policy, all of AM-
SC’s vessels are on fixed rate bareboat
charters with OSG, together with a profit
sharing agreement which gives AMSC
the upside of sharing the profits gener-
ated by OSG. OSG employs the vessels
on voyage and time charters to major
oil companies, refineries and trading
companies.
The vessels were built at Philly Shipyard
(“PHLY”), a leading U.S. shipyard and
delivered between 2007 and 2011.
The Company has no research and devel-
opment activity.
THE JONES ACT MARKET
The U.S. cabotage law, commonly
referred to as the Jones Act, requires all
commercial vessels transporting cargoes
between points in the United States to be
U.S. built, owned, operated and manned
by U.S. citizens, and registered under
the U.S. flag. The Jones Act has existed
since 1920 and enjoys strong bipartisan
political support in the USA.
AMSC’s operation in the Jones Act market
is made possible by the lease finance
exception of the Jones Act, which permits
foreign ownership of the ships under
certain conditions. Compliance with the
lease finance exception requires, among
other things, that the vessels are bare-
boat chartered to qualified U.S. citizen
operators, such as OSG.
KEY EVENTS 2021
Unsecured bond tap issue
In April 2021, AMSC executed a tap issue
of USD 20 million in the senior unsecured
bonds due 2 July 2025. The tap issue
was made at an issue price of 101% of
nominal amount. Following settlement,
the outstanding amount of the bond is
USD 220 million.
OSG bareboat charter update
In December 2021, the Company an-
nounced OSG’s decision to exercise its
1-year extension option for two ships,
moving the charter expiry to December
2023, and redelivery notices for three
ships, which expire in December 2022.
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2021 - 14
AMERICAN SHIPPING COMPANY
The Company views the redeliveries as
an opportunity to diversify its customer
base and will work towards redeploying
the vessels in the Jones Act tanker mar-
ket during 2022 and beyond.
Increased dividends
For the financial year 2021, the Company
declared dividends of USD 0.42 per share,
USD 25.5 million in total, a 17% increase
over 2020. The Company’s fixed bareboat
revenue currently supports this dividend
level.
REVIEW OF THE CONSOLIDATED
ANNUAL ACCOUNTS
AMSC prepares and presents its consoli-
dated accounts according to International
Financial Reporting Standards (IFRS) as
adopted by the EU, and has one operat-
ing segment.
Consolidated Income statement
In 2021 and 2020, AMSC had operating
revenues of USD 88.2 million each,
a reflection of the Company’s stable,
predictable business model. Revenues
are recognized on a monthly basis and
represent the income from the bareboat
charter agreements. There were no
profits generated under the profit sharing
agreement with OSG in 2021 or 2020.
Depreciation was USD 34.4 million in
2021 versus USD 34.2 million in 2020.
Vessel Charter Expiration Remaining Charter Extension Options
Overseas Houston Dec 2023 Unlimited 3 and 5 year
Overseas Long Beach Dec 2023 Unlimited 3 and 5 year
Overseas Los Angeles Dec 2022 None
Overseas New York Dec 2022 None
Overseas Texas City Dec 2022 None
Overseas Boston Dec 2023 Unlimited 3 and 5 year
Overseas Nikiski Dec 2023 Unlimited 3 and 5 year
Overseas Martinez Dec 2023 Unlimited 3 and 5 year
Overseas Anacortes Dec 2023 Unlimited 3 and 5 year
Overseas Tampa Jun 2025 2 x 5 year followed by 5 x 1 year
AMSC’s operating profit (EBIT) was USD
49.2 million in 2021 versus USD 51.0
million in 2020.
Net financial items were negative USD
25.7 million in 2021 compared to nega-
tive USD 49.4 million in 2020. Net finan-
cial items of negative USD 25.7 million
in 2021 consist primarily of net interest
expense of USD 30.0 million and foreign
exchange loss of USD 0.5 million, offset
by non-cash gain on the mark-to-market
valuation of interest rate swap agree-
ments of USD 4.8 million. Net financial
items of negative USD 49.4 million in
2020 consist primarily of net interest
expense of USD 33.7 million and other
financial expenses of USD 15.3 million,
(mainly refinancing fees), and non-cash
loss on the mark-to-market valuation of
interest rate swap agreements of USD
0.4 million.
Net profit before tax for 2021 and 2020
was USD 23.5 million and USD 1.6 mil-
lion, respectively.
Deferred income tax expense was USD
9.9 million in 2021. Deferred income tax
benefit was USD 16.9 million in 2020.
During 2020, AMSC recognized its net
deferred tax assets in Norway that had
not been previously recognized. The rec-
ognition of the deferred tax asset is due
to expectations of future income to offset
historical tax losses. Income tax expense
in 2021 was USD 0.2 million (USD 0.4
million in 2020).
AMSC’s 2021 net income was USD 13.4
million versus USD 18.1 million in 2020.
The 2021 basic and diluted earnings
per share (EPS) were USD 0.22. The
corresponding figures for 2020 were USD
0.30, for both basic and diluted EPS.
Consolidated Cash flow statement
The Company’s operating cash flow is
primarily composed of bareboat charter
hire and DPO received, less interest
paid. Total net cash flow from operating
activities in 2021 was positive USD 58.4
million (USD 43.8 million in 2020).
In 2021, there were no cash flows used in
investing activities. Net cash flow used in
investing activities in 2020 was USD 4.8
million, representing the Company’s in-
vestment in two ballast water treatment
systems.
Net cash flow used in financing activities
in 2021 was USD 32.8 million, which
included USD 26.9 million in vessel
debt installments, USD 25.5 million in
dividends paid/return of capital, USD
0.4 million in loan fees paid, offset by
the bond tap issue raised in 2021 of
USD 20.0 million. Net cash flow used in
financing activities in 2020 was USD 51.1
million, which included USD 31.2 million
in vessel debt installments, USD 21.8
million in dividends paid/return of capital,
USD 10.1 million in loan fees paid, offset
by net received from refinancing of USD
12.0 million.
Consolidated Statement of financial
position
As of 31 December 2021, American
Shipping Company had cash on deposit
with banks totaling USD 61.3 million. Of
this total amount, USD 5.4 million is cash
held for specified uses. The correspond-
ing amounts for 2020 were USD 34.9
million in cash on deposit with banks and
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2021 - 15
AMERICAN SHIPPING COMPANY
USD 0.9 million in cash held for specified
uses.
Other current assets were USD 14.9
million as of 31 December 2021 (USD
0.3 million as of 31 December 2020) and
related mostly to the current portion of
the long-term receivable due from OSG.
Property, plant and equipment as of 31
December 2021 was USD 615.1 million
(USD 649.5 million as of 31 December
2020), consisting of ten vessels.
Interest-bearing long-term receivables
totaled USD 7.3 million as of 31 De-
cember 2021 (USD 23.3 million as of 31
December 2020) and represent the DPO
due from OSG.
Deferred tax assets totaled USD 11.3
million as of 31 December 2021 (USD
14.8 million as of 31 December 2020)
and represent AMSC’s Norwegian net
operating losses in carryforward.
Derivative financial assets were USD 3.6
million as of 31 December 2021 (0 in
2020).
At 31 December 2021, total assets were
USD 713.6 million (USD 723.6 million as
of 31 December 2020).
At 31 December 2021 total equity was
USD 149.2 million. The equity ratio was
20.9% of total assets. Corresponding
amounts for 2020 were USD 161.3 mil-
lion and 22.3%, respectively.
Total current liabilities as of 31 December
2021 were USD 36.4 million, consisting
of USD 26.8 million in short-term interest
bearing debt and USD 9.5 million in ac-
crued interest and other payables and USD
0.1 million in tax payable. The correspond-
ing total current liabilities as of 31 Decem-
ber 2020 were USD 35.1 million, consisting
of USD 26.8 million in short-term interest
bearing debt and USD 8.3 million in ac-
crued interest and other payables.
Non-current liabilities totaled USD 528.0
million at 31 December 2021, consisting
of long-term bank debt of USD 298.7
million related to the ten vessels owned
by AMSC, a bond issue of USD 220.0
million, deferred tax liability of USD
16.2 million, offset by unamortized loan
fees of USD 6.9 million. Non-current
liabilities totaled USD 527.3 million at 31
December 2020, consisting of long-term
bank debt of USD 325.6 million related to
the ten vessels owned by AMSC, a bond
issue of USD 200.0 million, deferred tax
liability of USD 9.2 million and derivative
financial liabilities of USD 1.2 million,
offset by unamortized loan fees of USD
8.7 million.
Consolidated tax position
AMSC has federal net operating losses
carryforward (NOLs) as of 31 December
2021 of USD 467.8 million in the U.S. and
USD 62.9 million in Norway. These NOLs
have been generated since inception
from the tax losses of the Company,
which in the U.S. are mostly due to the
accelerated depreciation of the vessels
for tax purposes (10 years) and in Norway
are mainly due to the interest cost on the
original 2007 bond loan.
See note 5 in the consolidated accounts
and note 4 in the parent company ac-
counts for further information.
REVIEW OF THE PARENT COMPANY
ANNUAL ACCOUNTS
AMSC prepares and presents its parent
company accounts according to the
Norwegian Accounting Act and generally
accepted accounting principles in Norway.
Parent Company Income Statement
In 2021 and 2020, AMSC had operating
revenues of USD 1.3 million and USD 1.4
million, respectively. Revenues are relat-
ed to management fees billed to AMSC’s
U.S. subsidiaries and are recognized on a
quarterly basis. The Company’s operating
loss was USD 1.1 million in 2021 com-
pared to USD 0.3 million in 2020.
Net financial items were positive USD
21.5 million in 2021 compared to USD
20.5 million in 2020. Net financial items
of positive USD 21.5 million in 2021 con-
sist of dividends from U.S. subsidiaries of
USD 11.0 million, interest income from
intercompany loans of USD 8.8 million,
guarantee fees from subsidiaries of USD
2.1 million, offset by foreign exchange
loss of USD 0.4 million. Net financial
items of positive USD 20.5 million in
2020 consist of dividends from U.S.
subsidiaries of USD 7.0 million, interest
income from intercompany loans of USD
8.7 million, a reversal of previously rec-
ognized impairment charges of USD 2.5
million, guarantee fees from subsidiaries
of USD 2.2 million.
Net profit before tax for 2021 and 2020
was USD 20.3 million and USD 20.2
million, respectively.
Deferred income tax expense was USD
2.9 million in 2021. Deferred income tax
benefit was USD 14.7 million in 2020.
During 2020, AMSC recognized its net
deferred tax assets in Norway that had
not been previously recognized. The rec-
ognition of the deferred tax asset is due
to expectations of future income to offset
historical tax losses.
AMSC’s 2021 net income was USD 17.4
million versus USD 34.9 million in 2020.
Parent Company Cash flow statement
The Company’s operating cash flow is
primarily composed of dividends, interest
and other fees charged to the U.S. sub-
sidiaries. Total net cash flow from oper-
ating activities in 2021 was positive USD
15.1 million (USD 16.3 million in 2020).
Net cash flow from investing activities in
2021 was USD 2.0 million, representing
a return of capital payment from its U.S.
subsidiaries (0 in 2020).
Net cash flow used in financing activities
in 2021 was USD 19.4 million, which
BOARD OF
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REPORT
ANNUAL REPORT 2021 - 16
AMERICAN SHIPPING COMPANY
included dividends paid/return of capital
(based on the accrual method under
Norwegian GAAP). Net cash flow used in
financing activities in 2020 was USD 23.1
million.
Parent Company Statement of financial
position
As of 31 December 2021, American Ship-
ping Company ASA had cash on deposit
with banks totaling USD 11.3 million
(USD 13.7 million as of 31 December
2020).
Other current assets were USD 0.1 million
as of 31 December 2021 and USD 0.2
million as of 31 December 2020 and
related mostly to prepaid expenses and
withheld taxes.
Shares in subsidiaries totaled USD 36.5
million as of 31 December 2021 (USD
38.5 million as of 31 December 2020)
and represent AMSC’s book value of its
investment in ATHC.
Interest-bearing long-term receivables
totaled USD 89.6 million as of 31 De-
cember 2021 (USD 89.5 million as of
31 December 2020) and represents the
intercompany receivable due from ATI.
Deferred tax assets totaled USD 11.3
million as of 31 December 2021 (USD
14.8 million as of 31 December 2020)
and represent AMSC’s Norwegian net
operating losses in carryforward.
At 31 December 2021, total assets were
USD 148.8 million (USD 156.5 million as
of 31 December 2020).
At 31 December 2021 total equity was
USD 140.8 million. The equity ratio was
94.6% of total assets. Corresponding
amounts for 2020 were USD 150.1 mil-
lion and 95.9%, respectively.
Total current liabilities as of 31 December
2021 were USD 8.0 million, consisting of
dividend and other payables. The corre-
sponding total current liabilities as of 31
December 2020 were USD 6.4 million, for
dividend and other payables.
RISKS
Counterparty risk and charter renewal
risk
The risks facing AMSC principally relate
to the commercial and financial perfor-
mance of OSG and from OSG’s operation
of our vessels, re-chartering risk as well
as overall Jones Act market risk.
Following the December 2021 announce-
ment, three vessels have bareboat
charters expiring in December 2022, six
vessels have bareboat charters expiring
in December 2023, and one vessel is
contracted through June 2025. Three
vessels will be redelivered to AMSC upon
expiration in December 2022. There is no
guarantee that AMSC will be successful
in finding alternative employment for
the three vessels, and there could be
additional costs and capital expenditures
required to maintain the vessels.
Since OSG is currently AMSC’s only
counterparty, AMSC is exposed to OSG’s
credit risk. As charterer of all of the
Company’s vessels, OSG continued to
service its financial obligations to AMSC
in 2021 on time, including payments
on the DPO receivable. AMSC enjoys
downside market protection with “come
hell or high water” bareboat contracts
and through the twelve month notice pe-
riod to redeliver vessels which provides
management with ample time to find
alternative employment for the assets.
The redelivery of three vessels presents
an opportunity to diversify the Compa-
ny’s customer base.
The long-term fundamentals in the
Jones Act tanker market remain stable.
Although the impact of the COVID-19
pandemic temporarily reduced demand
for crude oil and clean products in the
U.S., the markets are now close to full
recovery.
AMSC continues to closely monitor its
employment and counterparty risk, as
well as Jones Act tanker market funda-
mentals.
AMSC considered its climate risk. AMSC’s
business could be affected by climate
change through increased financing costs
and costs for regulatory changes to its
vessels, amongst other things. These
factors were considered by the Company
for the purpose of identifying impairment
triggers.
Financial risk and risk management
AMSC’s activities expose it to a variety of
financial risks: market risk, currency risk,
interest rate risk, counterparty risk, price
risk, credit risk, and liquidity risk. AMSC’s
overall risk management program focuses
on the unpredictability of financial markets
and seeks to minimize potential adverse
effects on AMSC’s financial performance.
AMSC uses derivative financial instru-
ments to hedge certain risk exposure.
AMSC operates in a business environ-
ment that is capital intensive. The Com-
pany is dependent upon having access
to long-term funding for the vessels and
other loan facilities to the extent its own
cash flow from operations is insufficient
to fund its operations. With the closing
of the secured bank debt and unsecured
bond during 2020, all of the Company’s
debt matures in 2025.
Through the vessel financing, the Compa-
ny is exposed to fluctuations in interest
rates on its long-term debt. The interest
rate risk related to the vessel financing is
partially mitigated by the use of interest
rate swap agreements to hedge the
interest rate risk. The Company has
interest rate swaps to convert its floating
rate debt to fixed rates for a portion of its
vessel debt (USD 195.4 million as of 31
December 2021).
AMSC is subject to financial covenants
under the secured bank loans relating
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2021 - 17
AMERICAN SHIPPING COMPANY
to minimum liquidity and collateral, and
leverage and debt service ratios. AMSC
is subject to financial covenants under
the bond related to minimum liquidity
and maximum leverage. AMSC was in
compliance with all of its debt covenants
as of 31 December 2021.
THE GOING CONCERN ASSUMPTION
In view of AMSC’s financial position,
the Board confirms the going concern
assumptions and that the 2021 annual
accounts have been prepared based on
the assumption of a going concern.
Parent company accounts and allocation
of income for the year
The profit and loss account of American
Shipping Company ASA (“AMSC ASA”)
shows an after-tax profit for the year
2021 of USD 17.4 million, due to divi-
dends received, management and guar-
antee fees to its subsidiaries and interest
income on intercompany loans. AMSC
ASA is the Norwegian parent company
owning 100% of the U.S. subsidiaries.
The Board of Directors has allocated the
profit for the year as shown below:
Dividend payments USD 25.5 million
Transferred from
share premium (USD 25.5 million)
Transferred to
other equity USD 17.4 million
Total allocated USD 17.4 million
The Board of Directors was granted
authorization to pay dividends based on
the Company’s annual accounts for 2020
at the Annual General Meeting in 2021,
which is valid up to the Company’s Annu-
al General Meeting in 2022 subject to the
Board evaluating the liquidity position of
the Company. Such authorization facili-
tates payment of dividend by the Board
of Directors on a quarterly basis.
Subsequent to year-end, the Board
declared a dividend/return of capital of
USD 0.12 per share (USD 7.3 million in
aggregate) on 24 February 2022. The div-
idend was paid on 14 March 2022.
CORPORATE SOCIAL RESPONSIBILITY
AND ESG REPORTING
In accordance with the Norwegian Ac-
counting Act §3-3, section c, the Board
has assessed AMSC’s Corporate Social
Responsibility (CSR) in the following areas:
human rights, labor standards, environ-
ment and corruption. In addition, AMSC
is committed to report on ESG, which is
the consideration of environmental, social
and governance factors in the day-to-day
operations of the Company.
Environment
AMSC’s modern, double-hulled tanker
fleet meets the current requirements of
the U.S. Coast Guard. AMSC’s fleet was
delivered between 2007 and 2011, and
represents 28% of all modern tankers
in the U.S. Jones Act below 20 years.
Under its lease agreements, OSG is
responsible for the day to day operation
of the vessels. In addition, the ships’
crews are managed by OSG. OSG is one
of the largest ship operators in the U.S.
Jones Act and OSG has a commitment to
meeting and exceeding environmental
regulations and social responsibility and
safety standards. AMSC’s bareboat con-
tracts are based on the BIMCO standard
bareboat charter, BARECON 2001, and
include requirements for the charterer
to maintain the vessels to the standards
of the American Bureau of Shipping and
international environmental regulations.
The lease agreements also include re-
quirements for OSG to insure the vessels
for marine risk, war risk and protection
and indemnity insurance.
Because AMSC is a passive lessor of
vessels, the Company has limited direct
environmental impact. OSG is obligated
to notify AMSC if (i) any of the vessels are
involved in an accident involving repairs,
the cost of which is likely to exceed
$500,000, (ii) events have occurred
whereby any of the vessels are likely to
become a total loss, or (iii) any of the ves-
sels have been arrested or someone has
exercised or purports to exercise a lien on
the vessel. If OSG makes a claim under its
hull policy in connection with an accident
involving damage to the vessel in excess
of $500,000, AMSC would be notified by
the hull underwriters. There have been no
such reported incidents during 2021.
The ships owned by AMSC are operated
under the North American Emissions
Control Area. The fleet is therefore
subject to heightened scrutiny of sulfur
emissions for its fuel which is limited to
0.1% sulfur content as opposed to the
less rigid International Maritime Orga-
nization (IMO 2020) regulation of 0.5%
sulfur content.
AMSC will install ballast water treatment
systems on all ten tankers; three have
been installed to date, while the remain-
ing 7 ships are scheduled for installation
between 2022 and 2024, complying with
U.S. Coast Guard requirements.
AMSC’s Jones Act tankers also facilitate
short haul transportation of crude and
clean petroleum products which is a
substitute for longer haul transportation
from Africa, Europe, Middle- or Far-East
of the same commodities. Such short
haul transportation has a substantial im-
pact on the environment by reducing fuel
emissions per barrel transported.
Jones Act vessels typically trade until
after its 35th anniversary compared with
20-25 years in international shipping and
has accordingly a longer life span which
leads to less frequent reproduction of
ships. Once the ship is sold for demo-
lition, the steel is recycled and used in
steel melting mills to produce various
steel products.
Social
All of AMSC’s vessels are operated and
crewed by OSG and the Company does
accordingly not have any formal policies
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2021 - 18
AMERICAN SHIPPING COMPANY
covering safety of personnel, workers’
rights and the environment. Neverthe-
less, our policy is to meet our responsi-
bilities by choosing a reputable business
partner to operate our vessels and by
following the laws and regulations appli-
cable to our employees. We believe both
AMSC and OSG share a common com-
mitment to work safely and in a manner
that protects and promotes the health
and well-being of the employees and the
environment. Crews on Jones Act tankers
are typically unionized U.S. citizens which
are paid and have benefits according to
U.S. tariffs which are considerably better
than international crew compensation.
The Company has three full time em-
ployees who are senior executives who
work in offices in the United States and
Norway. AMSC has agreements with Aker
ASA and Aker U.S. Services, LLC which
primarily include office services and tax
services. The Company allows a flexible
working schedule and work location for
its employees.
American Shipping Company ASA seeks
to be an attractive employer, focused
on employee retention, and maintains a
working environment with competitive
compensation and benefits that is open
and fair. AMSC is committed to providing
equal opportunity regardless of race,
ethnic background, gender, religion, age
or any other legally protected status.
Because the Company has so few
employees, its human resource policies,
including those on discrimination, are
not formalized but follow the laws and
practices customary to the geographical
location of each of its offices.
At year-end 2021, one of AMSC’s
employees is a woman (Controller). In ad-
dition, the chair of the board of directors
is a woman.
Governance
As an Oslo Stock Exchange listed compa-
ny, AMSC complies with stringent gover-
nance rules. American Shipping Company
ASA’s corporate governance policy exists
to ensure an appropriate division of roles
among the company’s owners, board of
directors, and executive management.
Such a separation of roles ensures that
goals and strategies are prepared, adopt-
ed corporate strategies are implemented,
and the results achieved are subject to
verification and follow-up. With the small
size of AMSC’s staff and the location and
nature of its operations, the Board sees
the risk of corruption as low. AMSC does
not have any other ongoing initiatives
to address corruption. An appropriate
division of responsibilities and satisfac-
tory internal controls will contribute to
the greatest possible value creation over
time, to the benefit of shareholders and
other stakeholders. AMSC’s corporate
governance guidelines are presented in
greater detail on page 71 of this annual
report and it is the Board’s opinion that
the Company’s corporate governance
policy is effectively applied. Based on
the relatively simple business model
and small size of the Company’s staff,
the Board believes that adequate steps
have been taken to mitigate the internal
control risk.
Good corporate governance, that is,
proper board conduct and company
management, are key to AMSC’s efforts
to build and maintain trust. AMSC is
committed to maintaining an appropriate
division of responsibilities between the
Company’s governing bodies, its Board of
Directors, and management. AMSC has
compared the Norwegian requirements
and recommendations on corporate
governance for listed companies with the
Company’s own corporate governance
procedures and practice. The findings
show that the Company is in compliance
with respect to the requirements and
substantially in conformance with those
recommendations. Any deviations from
the recommendations are explained in
the Corporate Governance report on
page 71.
AMSC carries Director and Officer Liabil-
ity insurance in the amount of USD 50
million.
The Company’s board chair is elected
at the Company’s annual shareholders’
meeting and the shareholder-elected
directors are elected for two year terms.
The Board members of AMSC as of 31
December 2021 are as follows:
Chair Annette Malm Justad
Board Member Peter D. Knudsen
Board Member Kristian Røkke
Two of the three members of the Board
are independent of the Company’s
significant shareholders and significant
business associates. Further description
of the Board Members is provided on
page 12.
The Company is required to periodically
report information to its banks and bond-
holders relating to collateral valuations
and other financial ratios.
OUTLOOK
The Jones Act tanker market during
1H 2021 was negatively impacted by
COVID-related measures, effectively
reducing demand for crude oil and clean
petroleum products in the USA. During
2H 2021, the Jones Act tanker market
recovered significantly as a number of
time charters were fixed at firming rates
and of durations ranging from 3 months
to 5 years. This trend has continued
in 2022 and fixtures are concluded on
the back of U.S. domestic demand for
clean petroleum products returning to
historical levels, increased demand for
crude transportation and increasing
demand for transportation of renewable
diesel. Only one MR tanker remain in
warm layup, down from eight during the
summer last year, and it is expected that
the entire Jones Act tanker fleet will be
operational during the second half of
2022.
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2021 - 19
AMERICAN SHIPPING COMPANY
During 2021, demand for clean products
in the USA has recovered to pre-COVID
levels. U.S. refinery utilization is still
lagging somewhat, but is expected to
improve as the global economic recovery
continues.
Demand for crude oil transportation
from the U.S. Gulf to the U.S. Northeast
increased on the back of a widening
spread between WTI priced in Houston
and Brent/Bonny Light. We are optimistic
that this trade will continue to grow as
U.S. shale production increases driven by
higher energy prices.
As previously predicted, the supply side
of the market has retracted with two
older tankers sold for scrap towards the
end of 2021. Due to limited US yard ca-
pacity and rising newbuilding costs, such
vessels are unlikely to be replaced in the
market for many years to come.
AMSC’s business model is not directly af-
fected by the present conflict in Ukraine,
but is likely to be indirectly affected
by continued volatility in oil prices and
changing trade patterns for international
crude and clean petroleum products
going forward.
The long-term fundamentals in the Jones
Act tanker market remain positive. MR
tankers are a reliable means of transpor-
tation and a key part of the infrastructure
transporting fuel and crude oil across
the USA. AMSC’s 10 tankers are a key
part of the Jones Act fleet and represent
about 30% of the modern tankers. AMSC
continues to enjoy downside protection
with “come hell or high water” bareboat
contracts, with three product tankers on
contract until December 2022, six prod-
uct tankers on contract until December
2023 and one shuttle tanker on contract
until June 2025.
Lysaker, 29 March 2022
The Board of Directors
American Shipping Company ASA
Annette Malm Justad Peter D. Knudsen Kristian Røkke
Chair Board Member Board Member
Pål Magnussen
President/CEO
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2021 - 20
AMERICAN SHIPPING COMPANY
American Shipping Company ASA’s con-
solidated financial statements have been
prepared in accordance with International
Financial Reporting Standards as adopted
by the EU and additional disclosure re-
quirements in the Norwegian Accounting
Act. The separate financial statements
for American Shipping Company ASA
have been prepared in accordance with
the Norwegian Accounting Act and
Norwegian accounting standards as of 31
December 2021. The Board of Directors’
Report for the group and the parent
company is in accordance with the re-
quirements in the Norwegian Accounting
Act and Norwegian Accounting Standard
no. 16 as of 31 December 2021.
To the best of our knowledge:
The consolidated and parent annual
financial statements for 2021 have been
prepared in accordance with the applica-
ble accounting standards.
The consolidated and parent annual
financial statements give a true and fair
view of the assets, liabilities, financial
position and profit as a whole as of and
for the year ended 31 December 2021 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.
Today, the Board of Direc-
tors and the President/CEO
reviewed and approved the
Board of Directors’ Report and
the consolidated and parent
company annual financial
statements for American
Shipping Company ASA as of
and for the year ended 31 De-
cember 2021 (Annual Report
2021).
BOARD
RESPONSIBILITY
STATEMENT
Lysaker, 29 March 2022
The Board of Directors
American Shipping Company ASA
Annette Malm Justad Peter D. Knudsen Kristian Røkke
Chair Board Member Board Member
Pål Magnussen
President/CEO
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 22
CONSOLIDATED INCOME STATEMENT 23
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 23
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 24
CONSOLIDATED CASH FLOW STATEMENT 25
NOTES TO THE CONSOLIDATED ACCOUNTS 26
NOTE 1: ACCOUNTING PRINCIPLES 26
NOTE 2: WAGES AND OTHER PERSONNEL EXPENSES 31
NOTE 3: OTHER OPERATING EXPENSES 31
NOTE 4: FINANCIAL ITEMS 32
NOTE 5: TAX 33
NOTE 6: PROPERTY, PLANT AND EQUIPMENT 35
NOTE 7: INTEREST-BEARING LONG-TERM RECEIVABLES 36
NOTE 8: OTHER RECEIVABLES 36
NOTE 9: DERIVATIVE FINANCIAL ASSETS AND LIABILITIES 37
NOTE 10: EARNINGS PER SHARE 37
NOTE 11: PAID IN CAPITAL 38
NOTE 12: SUBSIDIARIES AND ASSOCIATES 39
NOTE 13: INTEREST-BEARING LOANS AND LIABILITIES 40
NOTE 14: OPERATING LEASES 42
NOTE 15: DEFERRED REVENUES AND OTHER PAYABLES 42
NOTE 16: FINANCIAL INSTRUMENTS 43
NOTE 17: SHARES OWNED OR CONTROLLED 48
NOTE 18: TRANSACTIONS AND AGREEMENTS
WITH RELATED PARTIES 50
NOTE 19: AGREEMENTS WITH OSG 50
NOTE 20: EVENTS AFTER THE BALANCE SHEET DATE 51
GROUP
AMERICAN SHIPPING COMPANY
ANNUAL ACCOUNTS
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 22
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
31. Dec. 31. Dec.
Amounts in USD thousands Note 2021 2020
ASSETS
Property, plant and equipment 6 615 117 649521
Deferred tax assets 5 11 333 14 751
Interest-bearing long-term receivables 7, 16 7 292 23 333
Derivative financial assets 9, 16 3 631 -
Total non-current assets 637 373 687 605
Other receivables 8, 16 14 553 325
Tax receivable 5 317 -
Cash held for specified uses 16 5 449 872
Cash and cash equivalents 16 55 872 34 861
Total current assets 76 192 36 058
TOTAL ASSETS 713 564 723 663
EQUITY AND LIABILITIES
Share capital and share premium 11 158 347 183 806
Accumulated deficit (9 141 ) (22 521 )
Total equity attributable to equity holders of the parent 149 205 161 284
Total equity 149 205 161 284
Interest-bearing loans 13, 16 511 761 516 767
Deferred tax liabilities 5 16 172 9 212
Derivative financial liabilities 9, 16 - 1 211
Total non-current liabilities 527 933 527 190
Interest-bearing loans 13, 16 26 862 26 862
Trade and other payables 15 9 455 8 309
Tax payable 5 110 18
Total current liabilities 36 427 35 189
Total liabilities 564 359 562 379
TOTAL EQUITY AND LIABILITIES 713 565 723 663
Lysaker, 29 March 2022
The Board of Directors
American Shipping Company ASA
Annette Malm Justad Peter D. Knudsen Kristian Røkke Pål Magnussen
Chair Board Member Board Member President/CEO
GROUP
ANNUAL ACCOUNTS - GROUP
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 23
CONSOLIDATED INCOME
STATEMENT
Amounts in USD thousands Note 2021 2020
Operating revenues 14 88 193 88 203
Wages and other personnel expenses 2, 17 (1 683 ) (1 127 )
Other operating expenses 3 (2 900 ) (1 899 )
Operating profit before depreciation 83 610 85 177
Depreciation 6 (34 404 ) (34 170 )
Operating profit 49 206 51 007
Financial income 4 6 623 1 736
Financial expenses 4 (32 268 ) (51 076 )
Income before income tax 23 561 1 667
Income tax (expense) / benefit 5 (10 151 ) 16 513
Net income for the year *) 13 409 18 181
Basic and diluted earnings per share 10 0.22 0.30
Amounts in USD thousands (except per share) Note 2021 2020
Net income for the year 13 409 18 181
Other comprehensive income for the period, net of tax - -
Total comprehensive income for the year *) 13 409 18 181
*) Applicable to common shareholders of the parent company.
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
GROUP
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 24
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Share Share Accum. Total
Amounts in USD thousands Note Capital Premium deficit equity
Balance at 31 December 2019 96 366 109 261 (40 656 ) 164 971
Total comprehensive income for the year - - 18 181 18 181
Repurchase of treasury shares - - (148 ) (148 )
Proceeds from sale of treasury shares - - 102 102
Dividends paid / return of capital 11 - (21 822 ) - (21 822 )
Balance at 31 December 2020 96 366 87 439 (22 521 ) 161 284
Total comprehensive income for the year - - 13 409 13 409
Repurchase of treasury shares - - (164 ) (164 )
Proceeds from sale of treasury shares - - 135 135
Dividends paid / return of capital 11 - (25 459 ) - (25 459 )
Balance at 31 December 2021 96 366 61 980 (9 141 ) 149 205
GROUP
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 25
CONSOLIDATED CASH FLOW
STATEMENT
Amounts in USD thousands Note 2021 2020
Net income before taxes 23 561 1 667
Non-cash amortization of loan fees and
other non-cash items 2 790 6 177
Unrealized (gain)/loss interest swaps 9 (4 841 ) 371
Net interest expense 4 27 594 33 715
Depreciation 6 34 404 34 170
(Increase)/decrease in:
Other current assets 8 (507 ) (325 )
Other long-term operating assets 7 1 944 1 944
Increase/(decrease) in:
Accrued liabilities and other payables 15 570 (545 )
Interest paid 4 (28 603 ) (35 026 )
Interest received 4 1 452 1 736
Net cash flow from operating activities 58 363 43 885
Investments in ships 6 - (4 840 )
Net cash flow used in investing activities - (4 840 )
Repayment of interest bearing loans 13 (26 863 ) (524 230 )
Loan fees paid 13 (423 ) (10 063 )
Proceeds from interest bearing debt 13 20 000 505 000
Repurchase of treasury shares (164 ) (148 )
Proceeds from sale of treasury shares 135 101
Dividends paid / return of capital 11 (25 459 ) (21 822 )
Net cash flow used in financing activities (32 774 ) (51 162 )
Net change in cash and cash equivalents 25 589 (12 117 )
Cash and cash equivalents, including cash
for specified uses as of 1 January 35 733 47 850
Cash and cash equivalents, including cash for
specified uses as of 31 December 61 322 35 733
GROUP
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 26
NOTE 1: ACCOUNTING PRINCIPLES
CORPORATE INFORMATION
American Shipping Company ASA (the Company, the Group or AMSC) is incorporated and domiciled in Norway . The ad-
dress of the main office is Oksenøyveien 10, P.O. Box 230, NO-1366 Lysaker, Norway. American Shipping Company ASA is
listed on the Oslo Stock Exchange.
The principle activity of the business is to purchase and bareboat charter out product tankers, shuttle tankers and other
vessels to operators and end users in the U.S. Jones Act market.
STATEMENT OF COMPLIANCE
The consolidated financial statements of American Shipping Company ASA and all its subsidiaries (AMSC) have been
prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS-EU) as
well as additional information requirements in accordance with the Norwegian Accounting Act.
These accounts have been approved for issue from the Board of Directors on 29 March 2022 for adoption by the General
Meeting on 22 April 2022.
BASIS FOR PREPARATION
These consolidated financial statements have been prepared on a historical cost basis, except for derivative financial in-
struments that have been measured at fair value . Fair value is defined as the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The consolidated financial statements are presented in USD (thousands), except when indicated otherwise.
USE OF ESTIMATES, ASSUMPTIONS AND SIGNIFICANT JUDGMENTS
The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that
affect the reported amounts in the financial statements. Although these estimates are based on management’s best
knowledge of current events and actions, actual results may ultimately differ from those estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recog-
nized in the period in which the estimates are revised if the revision affects that period or in the period of revision and
future periods if the revision affects both current and future periods.
The following areas involve a significant degree of judgment and complexity, and may result in significant variation in
amounts:
Impairment of property, plant and equipment
AMSC has significant investments in Jones Act tankers. Evaluating whether there are impairment indicators present, or
if a vessel is impaired, requires significant judgment and may to a large extent depend upon the selection of key future
assumptions such as charter rates, useful life of vessels, potential impact of climate changes, vessel values, expected
status of Jones Act legislation and determination of cash-generating unit (“CGU”). See note 6 for further discussions.
Useful life of property, plant and equipment
In accounting for property, plant and equipment, judgments and assumptions are applied for useful life of vessels,
including its salvage value, when determining annual depreciation. Estimated useful lives may change due to changes in
the industry, and in environmental and legal requirements. In addition, salvage value may vary due to changes in market
prices for scrap value.
GROUP
NOTES TO THE CONSOLIDATED
ACCOUNTS
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 27
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
Deferred tax assets
Deferred income tax assets are recognized when it is probable that they will be realized. Determining probability requires
AMSC to estimate the sources of future taxable income from operations, including reversing taxable temporary differ-
ences. Determining these amounts is subject to uncertainty and is based primarily upon historical earnings, reversals of
taxable temporary differences and expected earnings.
The significant factors that affect these estimates and assumptions are detailed in the accompanying financial state-
ments and footnotes.
BASIS OF CONSOLIDATION
The consolidated financial statements of AMSC Group include the parent company American Shipping Company ASA and
its subsidiaries. Subsidiaries are those entities over which American Shipping Company has control. Control is normally
achieved through ownership, directly or indirectly, of more than 50% of the voting power. Currently, all of AMSC’s subsid-
iaries are wholly owned. Intercompany balances and transactions, and any unrealized income and expenses arising from
intercompany transactions, are eliminated.
FOREIGN CURRENCY TRANSLATION AND TRANSACTIONS
Functional currency
Items included in the financial statements of each subsidiary in the Group are initially recorded in the functional currency,
i.e. the currency that best reflects the economic substance of the underlying events and circumstances relevant to that
subsidiary.
The consolidated financial statements are presented in United States dollars (USD), which is the functional and reporting
currency of the parent company and subsidiaries.
Transactions and balances
Foreign currency transactions are translated into USD using the exchange rates prevailing at the dates of the transac-
tions. Receivables and liabilities in foreign currencies are translated into USD at the exchange rates ruling on the balance
sheet date. Foreign exchange gains and losses resulting from the settlement of such transactions and from the transla-
tion of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Foreign
exchange differences arising in respect of operating business items are included in operating profit in the appropriate
income statement account, and those arising in respect of financial assets and liabilities are recorded as a net financial
item.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment acquired by Group companies are recognized at acquisition cost. Vessels are depreciated
to their salvage value on a straight-line basis and adjusted for impairment charges, if any. Each vessel’s salvage value is
equal to the product of its lightweight tonnage and an estimated scrap rate less estimated costs of disposal. The carrying
value of the property, plant and equipment in the statement of financial position represents the cost less accumulated
depreciation and any impairment charges. Cost includes expenditures that are directly attributable to the acquisition
of the asset. Interest costs on borrowings to finance the construction of property, plant and equipment are capitalized
during the period of time that is required to complete and prepare the asset for its intended use. Other borrowing costs
are expensed.
Expected useful lives and salvage value estimates of long-lived assets are reviewed annually and, where they differ
significantly from previous estimates, depreciation is changed prospectively. Ordinary repairs and maintenance costs,
to the extent they are AMSC’s responsibility, are charged to the income statement during the financial period in which
they are incurred. The cost of improvements is included in the asset’s carrying amount when it is probable that the Group
will derive future economic benefits in excess of the originally assessed standard of performance of the existing asset.
Improvements are depreciated over the useful lives of the related assets.
Ordinary repairs and maintenance costs, to the extent they are AMSC’s responsibility, are charged to the income state-
ment during the financial period in which they are incurred. The cost of improvements is included in the asset’s carrying
amount when it is probable that the Group will derive future economic benefits in excess of the originally assessed stan-
dard of performance of the existing asset. Improvements are depreciated over the useful lives of the related assets.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 28
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
IMPAIRMENT OF LONG-LIVED ASSETS
Property, plant and equipment and other non-current assets are reviewed for potential impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identi-
fiable, mainly independent, cash flows. The Company considers the vessels’ cash generating unit (“CGU”) as the group of
ten product tankers. Although each of the tankers produces its own cash inflows through the bareboat charter contracts,
the profit sharing agreement with Overseas Shipholding Group (“OSG”) is based on the aggregate results of the group
of ten vessels. An impairment loss is the amount by which the carrying amount of the assets exceeds the recoverable
amount. The recoverable amount is estimated as the higher of the CGU’s fair value less cost of disposal, or its value in
use. The value in use is determined by reference to discounted cash flows. Most critical in determining the value in use
of vessels is determining the estimated profit share on existing contracts and estimating future revenues from leases.
These estimates are primarily influenced by expectations of future demand in the Jones Act market.
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine
the recoverable amount, however not to an extent higher than the carrying amount that would have been determined
had no impairment loss been recognized in prior years.
LEASES
At inception of a contract, AMSC assesses whether a contract is, or contains, a lease. Leased assets with a remaining
lease period of less than 12 months at inception are excluded from lease accounting. Further, leases of assets of a low
value (small asset leases), mainly such items as PCs, office equipment and similar, are excluded from lease accounting.
Income from lease contracts where American Shipping Company is a lessor is accounted for in accordance with IFRS 16,
and classified as Operating Revenues in the Income Statement.
As a lessor, AMSC classifies its leases as an operating or a finance lease. Leases in which a significant portion of the risks
and rewards of ownership are retained by AMSC are classified as operating leases. Revenue from operating leases is
recognized straight-line over the charter period.
OTHER NON-CURRENT ASSETS
Other non-current assets represent a long-term receivable balance due from a customer which is accounted for using the
amortized cost method.
TRADE RECEIVABLES
Trade receivables are carried at their anticipated realizable value, which is the original invoice amount less an estimated
valuation allowance for impairment of these receivables. The Company performed an analysis of expected credit losses in
accordance with IFRS 9.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand, deposits held at call with banks, and other short-term highly liquid
investments with original maturities of three months or less.
Cash held for specified uses is restricted to debt service payments and is comprised of cash on deposit with banks..
SHARE CAPITAL
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares options are shown
in equity as a deduction, net of tax, from the proceeds. Where any Group company purchases the Company’s equity share
capital (treasury shares), the consideration paid, including any directly attributable incremental costs, is deducted from equity.
INTEREST-BEARING LIABILITIES
All loans and borrowings are initially recognized at cost, being the fair value of the consideration received net of issue
costs associated with the borrowing.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 29
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the
effective interest method; any difference between proceeds (net of transaction costs) and the redemption value is rec-
ognized in the income statement over the period of the interest-bearing liabilities. Amortized cost is calculated by taking
into account any issue costs, and any discount or premium.
Gains and losses are recognized in net profit or loss when the liabilities are derecognized, significant modifications to or
settlements of existing financing agreements.
REVENUE RECOGNITION
Income from lease contracts where American Shipping Company is a lessor is accounted for in accordance with IFRS 16,
and classified as Operating Revenues in the Income Statement. Lease revenues related to fixed term vessel bareboat
charter agreements are recognized straight line over the charter period. Revenue related to profit sharing agreements
(see note 19) is recognized when the amount becomes fixed and determinable.
INCOME TAXES
Current income taxes
Income tax receivable and payable for the current period are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax law as used to compute the amount are those that are enacted or
substantively enacted at the end of the reporting period.
Deferred income taxes
Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date be-
tween the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax assets are recognized for all deductible temporary differences, carry-forward of unused tax assets
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry-forward of unused tax assets and unused tax losses can be utilized. The carrying
amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be
utilized. Expected utilization of tax losses are not discounted when calculating the deferred tax asset.
Deferred income tax assets are recognized when it is probable that they will be realized. Determining probability requires
the Group to estimate the sources of future taxable income from operations and reversing taxable temporary differences.
Determining these amounts is subject to uncertainty and is based primarily on expected earnings from existing contracts
and expected profit sharing participation.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the
asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enact-
ed at the end of the reporting period.
PROVISIONS
A provision is recognized when the Group has a present obligation (legal or constructive) as a result of a past event and it
is probable (i.e. more likely than not) that an outflow of resources embodying economic benefits will be required to settle
the obligation, and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at the end of
reporting period and adjusted to reflect the current best estimate.
The amount of the provision is the present value of the risk adjusted expenditures expected to be required to settle the
obligation, determined using the estimated risk free interest rate as the discount rate. Where discounting is used, the
carrying amount of provision increases in each period to reflect the unwinding of the discount by the passage of time.
This increase is recognized as interest expense.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 30
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
PENSIONS
The Group has defined contribution pension plans that cover its employees whereby contributions are paid to qualifying
pension plans. Once the contributions have been paid, there are no further payment obligations. Plan contributions are
charged to the income statement in the period to which the contributions relate. The Company’s retirement schemes
meet the minimum requirement of the Norwegian Act of Mandatory Occupational Pension.
ACCOUNTING FOR DERIVATIVE FINANCING INSTRUMENTS AND HEDGING ACTIVITIES
Derivative financial instruments are recognized initially and on a recurring basis at fair value. AMSC does not apply hedge
accounting to derivative contracts held.
Changes in the fair value of any derivative instruments are recognized immediately in the income statement.
In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading pur-
poses. Estimates of the fair value of interest rate swaps are based on broker quotes, with an adjustment for the Compa-
ny’s credit risk as described in note 9. The fair value of derivative short-term and long-term financial liabilities is disclosed
in note 16 regarding financial instruments.
RELATED PARTY TRANSACTIONS
All transactions, agreements and business activities with related parties are, in the Group’s opinion, conducted on an
arm’s length basis according to ordinary business terms and conditions.
OPERATING AND GEOGRAPHIC SEGMENT INFORMATION
AMSC has only one operating segment. All operations and bareboat charter revenues are in the U.S.
BASIC AND DILUTED EARNINGS PER SHARE
The calculation of basic earnings per share is based on the profit attributable to ordinary shareholders using the weighted
average number of shares outstanding during the year after deduction of the average number of treasury shares held
over the period. The calculation of diluted earnings per share is consistent with the calculation of basic earnings per share
while giving effect to all dilutive potential ordinary shares that were outstanding during the period. The Group currently
has no potentially dilutive shares outstanding.
EVENTS AFTER THE BALANCE SHEET DATE
A distinction is made between events both favorable and unfavorable that provide evidence of conditions that existed at
the balance sheet date (adjusting events) and those that are indicative of conditions that arose after the balance sheet
date (non-adjusting events). Financial statements will only be adjusted to reflect adjusting events (although there are
disclosure requirements for non-adjusting events).
CHANGES IN ACCOUNTING PRINCIPLES AND NEW PRONOUNCEMENTS
AMSC had not implemented any new accounting standards or otherwise made any changes to accounting policies during
2021.
None of the issued, not yet effective, accounting standards or amendments to such standards are expected to have
significant effects for AMSC’s financial reporting. Further, none of the recently issued IFRS Interpretations Committee
agenda decisions are expected to significantly change AMSC’s accounting policies or practices.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 31
NOTE 3: OTHER OPERATING EXPENSES
Other operating expenses consist of:
Amounts in USD thousands 2021 2020
Rent and leasing expenses 75 73
Other operating expenses 2 825 1 826
Total other operating expenses 2 900 1 899
Other operating expenses primarily relate to selling, general and administrative expenses including legal and outside
consulting costs and fees to auditors for the American Shipping Company ASA Group. Audit expenses for 2021 and 2020
included only ordinary audit fees and were as follows (excluding VAT).
Ordinary audit fee 59 80
Total 59 80
NOTE 2: WAGES AND OTHER PERSONNEL EXPENSES
Wages and other personnel expenses consist of:
Amounts in USD thousands 2021 2020
Wages and bonuses 1 494 931
Social security contributions 137 137
Pension costs 22 27
Other expenses 30 33
Total expense 1 683 1 127
Average number of employees 3 3
Number of employees at year-end 3 3
The Group has a defined contribution plan for its employees which provides for a contribution based upon a fixed matching
amount plus discretionary percentage of salaries. This expense is included in pension costs above.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 32
NOTE 4: FINANCIAL ITEMS
Amounts in USD thousands 2021 2020
Financial income
Interest income 1 782 1 736
Change in mark to market value of interest rate swaps 4 841 -
Financial income 6 623 1 736
Financial expenses
Interest expense (29 376) (35 452)
Net foreign exchange gain/(loss) (458) 24
Change in mark to market value of interest rate swaps - (371)
Other financial expenses (2 435) (15 277)
Financial expenses (32 268) (51 076)
NET FINANCIAL ITEMS (25 645) (49 339)
Interest income in 2021 includes interest received from Overseas Shipholding Group (“OSG”) of USD 1.7 million on the
DPO receivable (see note 7) and interest earned on bank deposits of USD 0.1 million. Interest income in 2020 includes
interest received from OSG of USD 1.5 million on the DPO receivable and interest earned on bank deposits of USD 0.2
million.
The Company has interest rate swaps, related to a portion of its vessel debt financing, with BNP Paribas (“BNP”),
Skandinaviska Enskilda Banken AB (“SEB”), National Australia Bank (“NAB”) and CIT Bank, N.A. (“CIT”). Estimates of the
fair value of the interest rate swaps are obtained from a third party, with an adjustment for the Company’s credit risk as
described in note 9.
Interest expense in 2021 includes interest paid of USD 28.6 million. Interest paid during 2020 totaled USD 35.0 million,
including a one-time fee of USD 1.9 million to terminate the previous interest rate swap agreements.
Net foreign exchange gain/(loss) in 2021 and 2020 relates to the translation of cash held in NOK into USD as well as the
foreign exchange revaluation of the Norwegian deferred tax assets from NOK to USD.
Other financial expenses in 2021 relate to amortization of loan fees of USD 2.4 million. Other financial expenses in 2020
relate to the cost of early redemption of bonds of USD 9.2 million, write-off of capitalized loan fees of USD 3.4 million and
amortization of loan fees of USD 2.7 million.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 33
Reconciliation of income tax expense/(benefit):
Amounts in USD thousands 2021 2020
Profit/(loss) before tax 23 561 1 621
22.0% 22.0%
Expected tax expense/(benefit) using nominal Norwegian tax rate 5 183 357
Effect of differences between nominal Norwegian tax rate and
U.S. federal and state tax rate (142) 90
State taxes (16) (1 436)
Expenses not deductible for tax purposes 132 15
Foreign exchange 614 (180)
Change in valuation allowance and derecognized NOLs 5 765 1 206
Recognition of net deferred tax assets in Norway - (14 744)
Utilization of Norwegian tax losses for which no deferred tax asset
was previously booked - (2 173)
U.S. federal and state tax (expense)/benefit of change in effective rates (1 207) 190
Other differences (178) 163
Total income tax expense/(benefit) in income statement 10 151 (16 513)
The foreign exchange difference arises as the Company’s functional currency is USD, whilst the tax calculation in Norway is
performed based on the accounts in NOK. As such, the tax calculation for the Company is in NOK, but presented in USD. In
addition, there is a foreign exchange component of the Norwegian operating losses carried forward.
INCOME TAX EXPENSE
During 2021, AMSC recognized an income tax expense of USD 0.2 million relating to state franchise taxes (USD 0.4 million in 2020).
DEFERRED TAX ASSETS AND LIABILITIES
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
against current tax liabilities and when the deferred income taxes relate to the same fiscal authority, which through 31
December 2021 for the Group was primarily Norway, the U.S., and other local states in the U.S. where the vessels operate.
NOTE 5: TAX
INCOME TAX EXPENSE
Recognized in the income statement:
Amounts in USD thousands 2021 2020
Current tax expense/(benefit):
Current year 247 404
Total current tax expense/(benefit) 247 404
Deferred tax expense/(benefit):
Origination and reversal of temporary differences 9 905 (16 917)
Total deferred tax expense/(benefit) 9 905 (16 917)
Total income tax expense/(benefit) in income statement 10 151 (16 513)
The change in net recognized deferred tax deviates from the origination and reversal of temporary differences due to a
foreign exchange loss on the translation of NOK balances to USD of USD 0.5 million.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 34
NOTE 5: TAX (CONTINUED)
Deferred tax assets and (liabilities) were as follows at 31 December:
United States
Amounts in USD thousands 2021 2020
Net operating losses 105 857 121 546
Financial derivatives (800) 284
Vessels (135 654) (148 690)
Unused interest deductions 22 234 24 951
Other 116 77
Net deferred tax assets/(liabilities) (8 248) (1 832)
Net deferred tax assets not recorded (7 924) (7 380)
Net deferred tax assets/(liabilities) (16 172) (9 212)
The Group has federal tax losses in carryforward as of 31 December 2021 of USD 467.8 million in the U.S., the last of which
expires in 2038. Unused interest deductions inlcude differences between book and tax interest expense deductions based
upon tax limitations in accordance with IRC Section 163(j). IRC Section 163(j) limits the amount of interest expense that
is deductible in the current year to 30% of EBITDA. Net deferred tax assets not recorded include valuation allowances for
state tax assets in certain individual reporting states that the company has determined may expire before they can be used.
On 3 January 2014, American Tanker Holding Company, Inc. (ATHC) and subsidiaries experienced a change of ownership in
the U.S. as defined by Internal Revenue Code Section 382 due to a greater than 50% shift in owners of AMSC stock. The
utilization of the tax losses in carryforward as of that date are subject to annual limitations. The NOLs subject to limitations
totaled USD 381.3 million.
Based on the IRC 382 limits, AMSC expects to be able to utilize USD 12.6 million per year from 2022-2033 of its U.S. tax
losses to reduce U.S. taxable income. Any net tax losses recovered but not used in a year will carry over to the following
year. Therefore, USD 151.7 million of the total IRC 382 limited losses of USD 381.3 million NOLs have not been used
through 31 December 2021 and are carried forward.
The Group’s U.S. Federal tax losses in carryforward are comprised of the remaining IRC 382 limited NOLs of USD 151.7
million and the freely useable NOLs through 31 December 2021 of USD 316.1 million. There are no restrictions on the use
of the USD 316.1 million net operating loss, the last of which expires in 2038.
In 2021, the Company recognized a deferred tax expense of USD 2.9 million (USD 1.9 million benefit in 2020) related to U.S.
Federal income taxes.
In 2021, the Company recognized a deferred tax expense of USD 4.1 million (USD 0.3 million benefit in 2020) related to
income taxes in the states where the vessels have operated.
Norway
Amounts in USD thousands 2021 2020
Operating losses 13 829 16 683
Financial instruments (2 510) (1 933)
Other 14 1
Net deferred tax assets/(liabilities) 11 333 14 751
Net deferred tax assets not recorded - -
Net deferred tax assets/(liabilities) 11 333 14 751
The Group has net operating losses in carryforward as of 31 December 2021 of USD 62.9 million in Norway, with no
expiration date. Net deferred tax assets were recognized during 2020 since it is expected that future taxable profit will be
available against which the Group can utilize the benefits therefrom. The Company recognized a deferred tax expense of
USD 2.9 million related to Norwegian income tax in 2021.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 35
NOTE 6: PROPERTY, PLANT AND EQUIPMENT
Movements in property, plant and equipment for 2021 are shown below:
Amounts in USD thousands Ships
Cost balance at 1 January 2021 1 082 333
Purchases -
Cost balance at 31 December 2021 1 082 333
Depreciation at 1 January 2021 432 813
Depreciation charge for the year 34 404
Depreciation at 31 December 2021 467 217
Book value at 31 December 2021 615 117
Movements in property, plant and equipment for 2020 are shown below:
Amounts in USD thousands Ships
Cost balance at 1 January 2020 1 077 493
Purchases 4 840
Cost balance at 31 December 2020 1 082 333
Depreciation at 1 January 2020 398 643
Depreciation charge for the year 34 170
Depreciation at 31 December 2020 432 813
Book value at 31 December 2020 649 521
Depreciation period 30 years
Depreciation method straight-line
Each vessel’s salvage value is equal to the product of its lightweight tonnage and an estimated scrap rate of USD 365 per
ton less estimated costs of disposal.
SECURED PROPERTY, PLANT AND EQUIPMENT
At 31 December 2021 vessels with a carrying amount of USD 615.1 million are subject to a registered debenture to secure
bank loans (see note 13).
The BNP, Prudential and CIT credit facilities are secured by, among other things, a first preferred mortgage on five of the ten
product tankers in the case of the BNP facility, four of the ten product tankers in the case of the Prudential facility and one
of the ten product tankers in the case of the CIT facility. In addition, the credit facilities are secured by collateral assignments
of the insurances, earnings and bareboat charters for those vessels (and certain related guarantees of those bareboat
charters and related supplemental indemnifications by OSG).
IMPAIRMENT TRIGGER ASSESSMENT
The Company evaluates any potential impairment of its vessels annually. During 2021 and 2020, the Company performed
an impairment trigger assessment. Triggers that are considered include: newbuild values and second-hand vessel
sales; shipbroker valuations on a charter-free basis versus book values; market rates, Jones Act legislation status; and
vessel option extensions. The company has also evaluated the potential impact of climate changes and considered the
determination of CGUs. No impairment triggers were identified in 2021 or 2020.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 36
NOTE 7: INTEREST-BEARING LONG-TERM RECEIVABLES
Financial interest-bearing long-term receivables consist of the following items:
Amounts in USD thousands 2021 2020
DPO balance at beginning of period 23 333 25 278
Repayments of principal (1 944) (1 945)
Long-term DPO balance at end of period 21 389 23 333
Reclassified to short-term receivables (14 097) 0
Long-term DPO balance at end of period 7 292 23 333
Other interest-bearing long-term receivables relate to a deferred principal obligation (DPO). Pursuant to the current charter
and financing agreements, OSG had the right to defer payment of a portion of the bareboat charter hire for the first five
vessels during the initial seven year fixed bareboat charter periods. OSG paid a reduced bareboat charter rate and assumed
the DPO. The DPO accrued on a daily basis to a maximum liability of USD 7.0 million per vessel. The DPO during the initial
seven year period was discounted using the estimated market discount rate at lease inception. After the initial seven years,
the DPO is repaid over 18 years including interest at 6.04% unless the bareboat charter is terminated earlier at which time
the DPO becomes due immediately.
The Company assessed the Expected Credit Loss (“ECL”) in accordance with IFRS 9 and determined that the ECL is
immaterial as of 31 December 2021 and 2020.
NOTE 8: OTHER RECEIVABLES
Trade and other receivables consist of the following items:
Amounts in USD thousands 2021 2020
Trade receivables 366 52
Prepaid fees / withheld taxes 90 273
Other short-term interest-bearing receivables 14 097 0
Total 14 553 325
Trade receivables and other short-term interest-bearing receivables both relate to the DPO receivable from OSG (see note
7). Accrued and unpaid interest of USD 0.3 million is included in trade receivables in 2021. The portion of the DPO balance
relating to the three vessels that OSG opted not to extend during 2021 will become due upon redelivery of the vessels in
Q4 2022 and is thus classified as short-term.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 37
NOTE 9: DERIVATIVE FINANCIAL ASSETS AND LIABILITIES
Derivative financial assets and liabilities comprise the following items:
Amounts in USD thousands 2021 2020
Fair value of interest rate swaps 3 631 -
Derivative financial assets 3 631 -
Fair value of interest rate swaps - 1 211
Derivative financial liabilities - 1 211
The Company entered into interest rate swaps in 2020 for USD 226 million of the principal amount of the secured loans
(USD 195.4 million as of 31 December 2021). The previous interest rate swaps were terminated in Q1 2020 for USD 1.9
million. As of 31 December 2021 and 2020 the market value of derivative financial instruments was positive USD 3.6
million and negative USD 1.2 million, respectively. The fair value of the interest swaps is based on broker quotes. Similar
contracts are traded in an active market and the quotes reflect the actual transactions in similar instruments. In accordance
with IFRS 9, the Company considered the impact of credit risk on the valuation in the market. The result is immaterial in
2021 and 2020.
AMSC generally aims to coincide its interest rate swap contracts with the underlying debt instrument. Therefore, it is
swapping a floating LIBOR rate with an average fixed rate of 49 bps for 60% of the secured loans.
Refer to note 16 for additional information regarding financial instruments.
NOTE 10: EARNINGS PER SHARE
Basic and diluted earnings/(loss) per share are calculated by dividing the profit/(loss) attributable to equity holders of the
Company by the weighted average number of ordinary shares.
Amounts in USD thousands (except share and per share data) 2021 2020
Profit/(loss) attributable to equity holders of the Company for the
period for determination of earnings per share 13 409 18 181
Weighted average number of ordinary shares in issue 60 616 505 60 616 505
Basic and diluted earnings per share 0.22 0.30
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 38
NOTE 11: PAID IN CAPITAL
The issued share capital of AMSC as of 31 December 2021 is 60,616,505 ordinary shares, each with a par value of NOK 10,
fully paid. No common shares were issued in 2021. The Annual General Meeting (AGM) in 2021 granted an authorization
to the Board to purchase treasury shares in connection with the Company’s incentive scheme for employees. The Board
was also granted an authorization to increase the share capital in connection with strengthening of the Company’s equity
capital or to raise equity capital for future investments within the Company’s scope of operations. These authorizations are
valid up to the AGM in 2022.
The changes in equity are:
Common shares of equity
holders of the parent
Share Share Total paid
Amounts in USD thousands Capital premium in equity
31 December 2019 96 366 109 262 205 627
Dividends paid / return of capital - (21 822) (21 822)
31 December 2020 96 366 87 440 183 806
Dividends paid / return of capital - (25 459) (25 459)
31 December 2021 96 366 61 981 158 347
Subsequent to year-end, the Board authorized a quarterly dividend payment of USD 0.12 per share to the shareholders on
record as of 4 March 2022 in line with prior guidance. The shares in AMSC were traded ex. dividend from and including 3
March 2022, and the dividend was paid on 14 March 2022. The dividend is classified as a return of paid in capital.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 39
NOTE 12: SUBSIDIARIES
The subsidiaries included in the American Shipping Company ASA’s Group account were as follows. Companies owned
directly by American Shipping Company ASA are highlighted.
AMSC’s AMSC’s
common voting Principal
2021 holding % share % place of business Country
American Tanker Holding Company, Inc. (ATHC) 100% 100% Kennett Square, PA USA
American Tanker, Inc. (ATI) 100% 100% Kennett Square, PA USA
American Shipping Corporation (ASC) 100% 100% Kennett Square, PA USA
ASC Leasing I - X, Inc. (10 legal entities) 100% 100% Kennett Square, PA USA
American Shipping Company ASA (“AMSC ASA”) is the Norwegian parent company and is listed on Oslo Børs. AMSC ASA
owns ATHC 100%. The unsecured bond is issued by ATI. ATHC, ATI and ASC are intermediary holding companies. Each
of the Company’s ten vessels are owned by an individual leasing company, ASC Leasing I - X, Inc. Each of the individual
leasing companies have contracts directly with OSG and vessel debt directly with BNP Paribas, Prudential or CIT Bank
which are covered by overall agreements that tie the arrangements together through either a framework agreement and/
or guarantees.
CAPITAL MANAGEMENT RISK
AMSC’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide
returns for shareholders and benefits for other stakeholders, while maintaining an optimal capital structure to minimize the
cost of capital. To meet these capital structure objectives, AMSC will review annually with its Board any proposed dividends,
covenant requirements as well as any needs to raise additional equity for future business opportunities or to reduce debt.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 40
NOTE 13: INTEREST-BEARING LOANS AND LIABILITIES
Following is information about the contractual terms of AMSC’s interest-bearing loans and borrowings.
Amounts in USD thousands 2021 2020
Non-current liabilities
Secured loans, net of capitalized fees 294 922 320 397
Unsecured bond issues, net of capitalized fees 216 838 196 370
Total long term interest bearing loans 511 761 516 767
Current liabilities
Current portion of secured loans 26 862 26 862
Total interest-bearing short term debt 26 862 26 862
Summary of secured Loans as of 31 December 2021 2020
BNP Paribas gross borrowings 136 667 150 000
Prudential gross borrowings 130 074 138 603
CIT Bank gross borrowings 58 750 63 750
Less unamortized loan fees (3 706) (5 093)
Total Secured Loans 321 784 347 259
On 9 April 2020, AMSC closed on the refinancing of its senior secured debt for nine of the vessels with new and existing
lenders. The refinancing is structured in two separate facilities; one being a USD 160 million facility secured by five vessels
with a club of three banks consisting of BNP Paribas, SEB and National Australia Bank and the other, a USD 145 million
facility secured by four vessels, with a syndicate of four lenders consisting of Prudential Private Capital, Siemens Financial
Services, Wintrust Asset Finance and Atlantic Union Equipment Finance. The CIT facility remains secured by one vessel.
The two facilities are summarized below:
BNP Paribas:
Ї 5 year loan secured by 5 vessels
Ї USD 160 million, of which USD 90 million is a term
loan and USD 70 million is a revolving credit facility
Ї Pricing: LIBOR + 270 bps
Ї Annual amortization: USD 13.3 million, 12 year
repayment profile
Prudential facility:
Ї 5 year loan secured by 4 vessels
Ї USD 145 million
Ї Pricing LIBOR + 325 bps
Ї Annual amortization: USD 8.5 million, 17 year
repayment profile
The refinancing repaid the previous BNP vessel debt of USD 228.0 million and part of the CIT vessel debt of USD 45.0
million, which had a maturity in Q2 2021. The Company paid USD 5.2 million in fees for the new borrowing arrangements,
which were capitalized and will be amortized as additional interest expense over the term of the loans.
The Company entered into interest rate swap contracts in 2020 that swap the LIBOR for an average rate of 49 bps for USD
226 million of the debt (USD 195.4 million as of 31 December 2021).
There are no undrawn amounts on the Company’s credit facilities as of 31 December 2021.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 41
NOTE 13: INTEREST-BEARING LOANS AND LIABILITIES (CONTINUED)
Unsecured bond issue as of 31 December Maturity 2021 2020
Gross bond balance at beginning of period 2025 200 000 200 000
New bond raised 20 000 -
Repayment of old bond - -
Plus write-off of discount - -
Less unamortized loan fees (3 162) (3 630)
Total unsecured bond issue 216 838 196 370
On 7 July 2020, American Tanker, Inc. (“ATI”), a fully owned subsidiary of AMSC, closed on the refinancing of the then
oustanding USD 220 million unsecured bond, with a new USD 200 million bond plus USD 25 million from the Company’s
revolving credit facility. The new bond has a 7.75% semiannual coupon and matures 2 July 2025. On 25 January 2021, the
ATI bond was listed on the Oslo Stock Exchange under the ticker ATI02. On 9 April 2021, the Company completed a tap
issue of USD 20 million at an issue price of 101% of nominal amount. ATI capitalized USD 0.4 million in fees for the tap issue.
The following table shows the reconciliation between the opening and closing balance of interest-bearing loans:
2021 2020
Balance at beginning of period 543 629 566 976
Repayment of debt (26 863) (524 230)
Payment of loan fees (423) (9 913)
Issuance of debt 20 000 505 000
Amortization of loan fees 2 280 5 797
Balance at end of period 538 623 543 629
RESTRICTIONS ON DIVIDEND PAYMENTS
Subject to certain exceptions, as of 31 December 2021, the BNP, Prudential and CIT credit agreements restrict the payment
of dividends by AMSC and its subsidiaries. Specifically, AMSC and its subsidiaries may pay cash dividends only if there is
no default and the Company is in compliance with its financial covenants under the loans. Dividends may be paid only if all
ships remain on bareboat charter contract.
FINANCIAL COVENANTS
AMSC is subject to financial covenants under the secured bank loans relating to minimum liquidity and collateral, and
leverage and debt service ratios. AMSC is subject to financial covenants under the bond related to minimum liquidity and
maximum leverage.
AMSC was in compliance with all of its debt covenants as of 31 December 2021.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 42
NOTE 14: OPERATING LEASES
Non-cancellable operating lease rentals for bareboat charter hire are receivable as follows:
Amounts in USD thousands 2021 2020
Less than one year 86 775 88 185
Between one and two years 59 031 88 185
Between two and three years 9 168 45 298
Between three and four years 4 534 9 168
Between four and five years - 4 534
More than five years - -
Total 159 508 235 371
In December 2021, OSG exercised its one year extension options for the bareboat charter agreements for two of AMSC’s
vessels, moving these charter expiries to December 2023. In addition, OSG provided notice not to extend the bareboat
contracts for three vessels, which will expire in December 2022. For all vessels excluding the Overseas Tampa, OSG has
options to extend the charter terms for one, three or five years for the remaining useful lives of the vessels. The one-year
extension options may only be used once for each vessel and OSG has exhausted the opportunity to declare a one year
extension for six vessels. OSG holds two five year extension options on the Overseas Tampa, followed by five one year
extensions that may be declared after the two five year extensions are exhausted. All extension options must be declared
12 months prior to the expiry of the individual bareboat charter.
Non-cancellable lease rentals for office space are payable as follows:
Amounts in USD thousands 2021 2020
Less than one year 44 47
Between one and five years 61 16
More than five years - -
Total 105 63
NOTE 15: TRADE AND OTHER PAYABLES
Trade and other payables comprise the following items:
Amounts in USD thousands 2021 2020
Trade accounts payable 113 140
Accrual of financial costs 8 501 7 785
Other short-term interest free liabilities 841 384
Total 9 455 8 309
Financial costs include interest accrued but unpaid on the unsecured bond issue.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 43
NOTE 16: FINANCIAL INSTRUMENTS
FINANCIAL RISK MANAGEMENT
The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest risk
and price risk), credit risk, cash-flow interest-rate risk and foreign exchange risk. The Group’s overall risk management
program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on
the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.
Risk-management is carried out under policies approved by the Board of Directors. The Board of Directors provides
principles for overall financial risk management as well as policies covering specific areas such as foreign exchange risk,
interest-rate risk, credit risk, and use of derivative financial instruments and non-derivative financial instruments.
Exposure to credit, interest rate and currency risk arises in the normal course of the Group’s business. Derivative financial
instruments are used from time to time to hedge exposure to fluctuations in foreign exchange rates and interest rates for
business purposes. The Company entered into interest rate swaps for a portion of the secured bank debt.
Credit risk
The carrying amount of financial assets represents the maximum credit exposure.
At 31 December the maximum exposure to credit risk is as follows:
Amounts in USD thousands 2021 2020
Loans and receivables 21 845 23 658
Cash and cash equivalents 55 872 34 861
Cash held for specified uses 5 449 872
Total 83 167 59 391
AMSC regularly monitors the financial health of the financial institutions which it uses for cash management services
and in which it makes deposits and other investments. AMSC responds to changes in conditions affecting its deposit
relationships as situations warrant.
Receivables are to be collected from the following types of counterparties:
Amounts in USD thousands 2021 2020
Type of counterparty:
End-user customer *) 21 755 23 333
Other receivables 90 325
Total 21 845 23 658
*) Due to the nature of the Group’s operations, revenues and related receivables, including the DPO, are currently concentrated
amongst OSG and its affiliates. The Group continually evaluates the credit risk associated with customers. No expected
credit loss has been recorded for financial assets as of 31 December 2021 or 2020.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as
possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions.
With regards to making the debt service payments on the secured loans, the Group has established cash accounts (“Earnings
Accounts”) whereby all charter hire payments are deposited and utilized for debt service prior to being available for general
corporate purposes. When these Earnings Accounts are restricted under the relevant loan agreement, the balances in the
accounts are classified as “Cash held for specified uses”.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 44
The following are the contractual maturities of financial liabilities including interest payments:
31. December 2021 Book Contract. 6 months 6-12 1-2 2-5 More than
Amounts in USD thousands value cash flow and less months years years 5 years
Non-derivative financial liabilities
Unsecured bonds (gross) (220 000) (288 153) (8 525) (8 431) (17 050) (254 147) -
Long-term interest bearing
external liabilities (gross) (325 490) (370 897) (19 393) (20 086) (41 021) (290 397) -
Derivative financial assets
Interest rate swaps 3 631 5 222 (111) 524 2 031 2 778 -
Total as of 31 December 2021 (541 859) (653 828) (28 029) (27 993) (56 040) (541 766) -
31. December 2020 Book Contract. 6 months 6-12 1-2 2-5 More than
Amounts in USD thousands value cash flow and less months years years 5 years
Non-derivative financial liabilities
Unsecured bonds (gross) (200 000) (277 542) (7 835) (7 665) (15 500) (246 542) -
Long-term interest bearing
external liabilities (gross) (352 353) (402 070) (19 703) (19 501) (38 287) (324 579) -
Derivative financial liabilities
Interest rate swaps (1 211) (446) (324) (363) (581) 822 -
Total as of 31 December 2020 (553 564) (680 058) (27 862) (27 529) (54 368) (570 299) -
Currency risk
American Shipping Company is exposed to foreign currency risk related to certain cash accounts; however, the Group may
enter into foreign exchange derivative instruments, from time to time, to mitigate that risk.
The Group incurs foreign currency risk on purchases and borrowings that are denominated in a currency other than USD.
The currency giving rise to this risk is primarily NOK.
Foreign exchange gains and losses relating to the monetary items are recognized as part of “net financing costs” (see note
4). The Company did not have any exchange contracts at 31 December 2021 or 31 December 2020.
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 45
Exposure to currency risk
The company’s exposure to currency risk at 31 December 2021 and 2020 primarily related to amounts denominated in
NOK, as follows:
Amounts in USD thousands 2021 2020
Gross balance sheet exposure
Trade payables (-) (243) (202)
Cash 137 167
Gross balance sheet exposure (106) (35)
Estimated forecast expenses (-) (2 462) (2 416)
Gross forecasted exposure (2 462) (2 416)
Forward exchange contracts - -
Net exposure (2 568) (2 451)
Estimated forecast expenses include NOK-denominated overhead expenses for the next 12 months.
Sensitivity analysis
In managing interest rate and currency risks the Group aims to reduce the impact of short-term fluctuations on the Group’s
earnings. Over the longer term, however, permanent changes in foreign exchange and interest rates would have an impact
on consolidated earnings.
It is estimated that a general strengthening of ten percent in the value of the USD against the NOK would have had an
immaterial impact on the Group’s earnings before tax for the years ended 31 December 2021 and 2020. This analysis
assumes that all other variables remain constant.
Exposure to interest rate risk
The Group is exposed to fluctuations in interest rates for its variable interest rate debt. With regards to the secured debt
financing, the Group has entered into interest swap agreements to lock in the interest rate paid on a portion of the loans.
The bond issued in 2020 has a fixed interest rate.
Sensitivity analysis
An increase of 100 basis points in interest rates in the reporting year would have increased /(decreased) pre-tax equity and
profit or loss by the amounts shown below. This analysis assumes thal all other variables remain constant.
Amounts in USD thousands 2021 2020
Increase/(decrease)
Bank deposits 540 372
Financial liabilities (581) (739)
Change in interest swap valuation 7 776 6 417
P&L sensitivity (net) 7 735 6 050
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 46
Fair values
Fair value hierarchy
IFRS requires companies to disclose certain information about how fair value is determined in a “fair value hierarchy” for
financial instruments recorded at fair value, which for AMSC are derivative financial instruments, or disclosures about fair
value measurements which have been identified below. The fair value hierarchy gives the highest priority to quoted prices
in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Level 2
includes assets and liabilities whose values are based on quoted prices in markets that are not active or model inputs that
are observable either directly or indirectly.
The only financial instruments that the Company accounts for at fair value are the interest rate swaps as of 31 December
2021 and 2020, which are classified in the Level 2 category described above. The Company’s policy is to recognize transfers
into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the
transfer. During the year ended 31 December 2021, there were no transfers between categories.
The fair values of financial instruments, the related fair value hierarchy, together with the carrying amounts shown in the
balance sheet as of 31 December 2021 are as follows:
Carrying Fair Fair
amount value value Valuation
Amounts in USD thousands 2021 2021 hierarchy technique
Interest-bearing receivables from external Discounted cash
companies, maturity greater than 3 years 21 389 19 622 3 flows at 10%
Interest swap used for economic hedging:
Market comparison
Liabilities 3 631 3 631 2 from a third party
OSE trading price
Unsecured bonds (gross) (220 000) (221 650) 2 at year-end
Discounted cash
Secured loans (gross) (325 490) (335 650) 2 flows at 3.5%
The fair value of cash, accounts receivable and accounts payable approximate the carrying values due to their short-term
nature.
In accordance with its treasury policy, the Group does not hold or issue derivative financial instruments for trading purposes.
However, derivatives where hedge accounting is not applied are accounted for as trading instruments.
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 47
The fair values of financial instruments, the related fair value hierarchy, together with the carrying amounts shown in the
balance sheet as of 31 December 2020 are as follows:
Carrying Fair Fair
amount value value Valuation
Amounts in USD thousands 2020 2020 hierarchy technique
Interest-bearing receivables from external Discounted cash
companies, maturity greater than 3 years 23 333 19 521 3 flows at 10%
Interest swap used for economic hedging:
Market comparison
Liabilities (1 211) (1 211) 2 from a third party
OSE trading price
Unsecured bonds (gross) (200 000) (201 620) 2 at year-end
Discounted cash
Secured loans (gross) (352 353) (353 069) 2 flows at 3.5%
The discounted cash flow valuation model considers the present value of expected payments, discounted using the risk
adjusted discount rate noted.
Financial instruments measured at fair value
Significant Inter-relationship between
unobservable significant unobservable inputs
Type Valuation technique inputs and fair value measurement
Interest rate swaps Market comparison technique: Not applicable Not applicable
The fair values are based on broker
quotes. Similar contracts are traded
in an active market and the quotes
reflect the actual transactions in
similar instruments.
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 48
Shares in American Shipping Company ASA of 31 December 2021
Name Position Company No. of shares
Pål Magnussen President and CEO AMSC 110 000
Morten Bakke CFO AMSC 100 000
Peter Knudsen Board Member AMSC 5 000
Annette Malm Justad Chair of the Board AMSC 4 523
Leigh Jaros Controller AMSC 2 000
There is no share option agreement between American Shipping Company ASA and senior management or Directors.
Remuneration to the board of directors through 31 December 2021
Name Position Company Remuneration
Annette Malm Justad Chair AMSC 64 648
Peter Knudsen Board Member AMSC 50 931
Kristian Røkke Board Member AMSC 48 228
Total Directors’ fee 163 807
The Chair and the Board of Directors have not received benefits other than Directors’ fees. The Board of Director’s term
runs from 1 April through 31 March and the above remuneration reflects cash payments to board members during the
calendar year 2021.
The Directors’ fee for Kristian Røkke is paid to Aker ASA. The Company has no obligations to pay Board members
extraordinary compensation upon termination of appointment.
Remuneration to the nomination committee
The nomination committee of AMSC has the following members: Ove A. Taklo (chair) and Ingebret G. Hisdal. Remuneration
earned by each member of the committee in 2021 was NOK 25,000.
Guidelines for remuneration of senior management
The basis of remuneration of senior management has been developed in order to create a performance-based system
which is founded on the Company’s values. This system of reward was designed to contribute to the achievement of good
financial results and increase in shareholder value.
The senior management receives a base salary and may also be granted a variable pay.
The senior management is entitled to 6 months’ severance payment. Except for this, the members of the management
are not entitled to special benefits beyond ordinary severance pay during available termination notice periods. The senior
management participate in a standard pension and insurance scheme.
NOTE 17: SHARES OWNED AND REMUNERATION PAID TO BOARD OF DIRECTORS AND
SENIOR EMPLOYEES OF THE AMERICAN SHIPPING COMPANY GROUP
NOTE 17: SHARES OWNED OR CONTROLLED
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 49
In 2021, the senior management received a base salary in addition to a variable pay based on the award of synthetic
shares in order to align performance payments with shareholder value creation. The system is based on awarding a certain
number of synthetic shares to each member of the management team. The holder of the synthetic shares receives cash
payments equal to the dividend paid to the shareholders. Further, the annual share price increase, if any, is paid as a cash
bonus at the end of the year. There is a cap on the maximum compensation payable to each member of the management
team. The remuneration of the senior management is in accordance with the guidelines for remuneration for 2021.
During 2021, Mr. Magnussen was awarded 437,500 synthetic shares. Under his synthetic share agreement, the total
bonus earned during 2021 was USD 382 thousand. The cap on his salary for 2021 was NOK 7.5 million. During 2021, Mr.
Bakke was awarded 200,000 synthetic shares, resulting in bonus earned of USD 175 thousand. The cap on his salary for
2021 was NOK 4.3 million. During 2021, Ms. Jaros was awarded 50,000 synthetic shares, resulting in bonus earned of USD
44 thousand. The cap on Ms. Jaros’ salary for 2020 was USD 300 thousand per year.
The Company’s Remuneration Policy was adopted in the annual general meeting held on 20 April 2021, and shall remain in
effect until the earlier of an extraordinary general meeting resolving material changes to the Policy or until the annual general
meeting to be held in 2025, in accordance with section 6-16a (5) of the Norwegian Public Limited Liability Companies Act.
The Board of Directors have prepared a report on the remuneration paid to the Company’s executive management for 2021
in accordance with the Norwegian Public Limited Liability Companies Act section 6-16 b, which is subject to an advisory
vote of the shareholders in the 2022 annual general meeting.
The Company also has an incentive scheme for the management, where the Company can offer the management to
purchase shares in the Company, subject to lock-up restrictions, with a view to incentivize long-term value creation and
performance by the management.
The Company does not offer share option programs to the management.
Remuneration to Senior Management during 2021
Other Pension Severance
Base salary Bonus Benefits Contribution Total (USD) pay
Pål Magnussen CEO Jan. - Dec. 400 959 428 198 1 119 9 427 839 703 6 months
Morten Bakke CFO Jan. - Dec. 238 211 195 747 1 119 8 925 444 002 6 months
Leigh Jaros Controller Jan. - Dec. 199 669 43 676 11 372 3 300 258 017 6 months
The above amounts reflect salary and bonus earned during 2021, and include Norwegian vacation pay.
Remuneration to Senior Management during 2020
Other Pension Severance
Base salary Bonus Benefits Contribution Total (USD) pay
Pål Magnussen CEO Jan. - Dec. 359 624 175 941 1 045 8 194 544 804 6 months
Morten Bakke CFO Jan. - Dec. 208 567 80 787 1 071 7 987 298 412 6 months
Leigh Jaros Controller Jan. - Dec. 197 618 18 000 6 855 5 685 228 158 6 months
The above amounts reflect salary and bonus earned during 2020, and include Norwegian vacation pay.
NOTE 17: SHARES OWNED AND REMUNERATION PAID TO BOARD OF DIRECTORS AND
SENIOR EMPLOYEES OF THE AMERICAN SHIPPING COMPANY GROUP (CONTINUED)
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 50
NOTE 19: AGREEMENTS WITH OSG
AMSC’s only customer is OSG. The key agreements with OSG include the bareboat charter agreements, DPO agreements
and profit sharing agreement.
Under the bareboat charter agreements, OSG pays AMSC a fixed daily rate for leasing the vessels and OSG is responsible for
operating costs and maintenance of the vessels. The fixed terms of three of the bareboat charters run through December
2022; six of the bareboat charters run through December 2023; and the Overseas Tampa runs to 2025, with options for
OSG to extend the charters for 1, 3 or 5 years for the useful lives of the vessels.
Under the DPO agreement (see note 7), OSG deferred payment of a portion of the daily bareboat charter hire for the first
seven years of vessels 1-5. This deferred payment accrued on a daily basis to a maximum of USD 7.0 million per vessel
and is now repayable over 18 years after the initial 7 year period.
Under the profit sharing agreement, AMSC and OSG share in the profits from OSG’s operations of AMSC’s 10 vessels. The
calculation of profit to share is made on an aggregated fleet level. The calculation thus starts with total vessel revenue,
subtracted by defined cost elements, as described below
Time Charter Hire Fleet revenue
Less:
BBC hire Bareboat rate paid from OSG to AMSC
OPEX Crew, maintenance & repairs, insurance, fees & vetting, lubes
OSG profit layer Fixed daily rate of USD 4,000/day per vessel
Management fee Fixed daily rate plus annual escalation
Auditor expenses Actual OSG auditor expenses
Amortization of conversion costs Amortized over ten years
= Profit to share before Drydock Reserve Income subject to Profit Share before
Provision, Drydock Reserve True-Up covering drydocking costs
NOTE 18: TRANSACTIONS AND AGREEMENTS WITH RELATED PARTIES
AMSC’s largest shareholder is a subsidiary of Aker ASA which holds 19.1 percent of the Company’s shares.
The Group has service agreements with Aker ASA and Aker US Services, LLC which provide certain office services and tax
services. The cost of these services was not significant, however they are important to the Company’s operations. In
addition, the Company has a lease for office space in Norway from a company affiliated with Aker ASA.
The Company believes that related party transactions are made on terms equivalent to those that prevail in arm’s length
transactions and the table below summarizes the related party transactions.
Annual amount
Counterparty Description of services (USD thousands)
Aker US Services, Inc. Tax consulting 81
Aker IT Services IT consulting and support 17
Akastor Office lease 29
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 51
NOTE 19: AGREEMENTS WITH OSG (CONTINUED)
AMSC’s 50% share of the profit (0 for 2021) is used to reduce the OSG credit, which accrues interest at 9.5% per year. The
cumulative balance as of the end of 2021 and 2020 for the OSG credit is shown in the table below and as described above,
must be covered prior to AMSC being entitled to receive cash profit share from OSG. The profit share credit is an off-
balance sheet liability and is contingent on actual profits being generated to repay the credit. AMSC has no obligation to pay
OSG this credit at the end of the charter period in case future profits are not sufficient to repay the amounts.
Beginning balance Accrued Ending balance
Balance per 31 Dec. 2021, USDm as of 31 Dec. 2020 interest Reduction as of 31 Dec. 2021
OSG credit 7.1 0.6 - 7.7
Beginning balance Accrued Ending balance
Balance per 31 Dec. 2020, USDm as of 31 Dec. 2019 interest Reduction as of 31 Dec. 2020
OSG credit 6.5 0.6 - 7.1
The profit to share is then reduced by a drydock reserve provision, adjusted for a drydock reserve true-up once a drydock
has been completed. The drydock reserve provision includes the estimated costs for each Intermediary Repair Period
(IRP), which occurs every 3 years and each special survey occurring every 5 years. In years of weak markets there may be
shortfalls in net time charter revenues applied to cover provisions for future drydocks. Such shortfalls need to be recovered
by net time charter revenues in subsequent years with stronger markets. Similarly, if drydock provisions deducted in the
profit share calculation are too high, these are adjusted through a true-up mechanism once special surveys for individual
vessels are completed. The concept of true-ups ensure that any shortfall or excess in drydock provisions are adjusted to
reflect the actual cost of drydocks over the five-year special survey cycles.
After drydock expenses are covered, AMSC’s portion of the profit share must be used to reduce the USD 7.7 million credit
negotiated with OSG in 2009 (originally USD 18.2 million, accruing interest annually, and repaid to current level with historical
profits), which is the amount of AMSC’s profit sharing OSG retains prior to having an obligation to remit cash payments
to AMSC. After the OSG credit has been fully reduced to zero, AMSC will receive its 50% of subsequent profits under the
formula above in cash and will recognize profit sharing revenue. AMSC’s portion of the profit can never be negative on an
annual basis. For the full year 2021 and 2020, the profit share was zero. The calculation of profit sharing for the full year
2021 and 2020 are shown with aggregated, rounded figures in USD millions below.
NOTE 20: EVENTS AFTER THE BALANCE SHEET DATE
On 24 February 2022, the Board authorized a quarterly dividend payment of USD 0.12 per share to the shareholders on
record as of 4 March 2022 in line with prior guidance. The shares in AMSC were traded ex. dividend from and including 3
March 2022, and the dividend was paid on 14 March 2022. The dividend is classified as a return of paid in capital.
STATEMENT OF FINANCIAL POSITION 53
INCOME STATEMENT 54
CASH FLOW STATEMENT 55
NOTES TO THE ACCOUNTS 56
NOTE 1: ACCOUNTING PRINCIPLES 56
NOTE 2: OTHER OPERATING AND FINANCIAL EXPENSES 57
NOTE 3: SHARES IN SUBSIDIARIES AND ASSOCIATES 58
NOTE 4: TAX 59
NOTE 5: LONG-TERM RECEIVABLES 60
NOTE 6: TOTAL EQUITY 61
NOTE 7: CASH AND CASH EQUIVALENTS 63
NOTE 8: SHARES OWNED BY THE BOARD OF DIRECTORS
AND THE SENIOR MANAGEMENT 63
NOTE 9: GUARANTEES 63
NOTE 10: EVENTS AFTER THE BALANCE DATE 63
PARENT
AMERICAN SHIPPING COMPANY
ANNUAL ACCOUNTS
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 53
STATEMENT OF
FINANCIAL POSITION
31. Dec. 31. Dec.
Amounts in USD thousands Note 2021 2020
ASSETS
Shares in subsidiaries 3 36 457 38 457
Deferred tax asset 4 11 333 14 751
Long-term receivable group companies 5 89 604 89 451
Total financial non-current assets 137 393 142 659
Total non-current assets 137 393 142 659
Tax receivable - 18
Other short-term receivables 97 134
Cash and cash equivalents 7 11 339 13 711
Total current assets 11 436 13 863
TOTAL ASSETS 148 830 156 522
EQUITY AND LIABILITIES
Share capital 96 366 96 366
Share premium reserve 54 707 81 378
Total paid in capital 151 073 177 744
Other equity (10 255) (27 632)
Total retained earnings (10 255) (27 632)
Total equity 6 140 818 150 112
Dividend payable 6 7 274 6 062
Other short-term debt 738 348
Total short-term liabilities 8 012 6 410
TOTAL EQUITY AND LIABILITIES 148 830 156 522
PARENT
ANNUAL ACCOUNTS - PARENT
Lysaker, 29 March 2022
The Board of Directors
American Shipping Company ASA
Annette Malm Justad Peter D. Knudsen Kristian Røkke Pål Magnussen
Chair Board Member Board Member President/CEO
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 54
INCOME
STATEMENT
Amounts in USD thousands Note 2021 2020
Management fee from subsidiaries, U.S. based 1 271 1 404
Other operating expenses 2 (2 381) (1 701)
Operating loss (1 110) (297)
Interest income from group companies 5 8 839 8 739
Dividends from subsidiaries 11 000 7 000
Other interest and financial income 2 2 225 4 762
Other interest and financial expenses 2 (607) (1)
Profit after financial items 20 347 20 203
Deferred income tax benefit / (expense) 4 (2 945) 14 744
Income tax expense 4 4 -
Profit / (loss) for the period 17 406 34 947
Allocation of net profit / (loss):
Profit / (loss) 17 406 34 947
Other equity 6 (17 406) (34 947)
PARENT
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 55
CASH FLOW
STATEMENT
Amounts in USD thousands Note 2021 2020
Profit / (loss) before tax 20 347 20 202
Unrealized foreign exchange (gain)/loss and
unpaid interest expense 320 (2 513)
Non-cash expense/(income) from equity
accounted investee / subsidiaries - (2 509)
Changes in short term receivables 59 (8)
Changes in short term liabilities 390 1 134
Cash flow from operating activities 21 116 16 306
Changes in long term investments 3 2 000 -
Cash flow from investing activities 2 000 -
Dividends / return of capital paid 6 (25 459) (23 034)
Repurchase of treasury shares 6 (164) (148)
Proceeds from sale of treasury shares 6 135 101
Cash flow used in financial activities (25 488) (23 081)
Cash flow for the year (2 372) (6 775)
Cash and cash equivalents 1 January 13 711 20 486
Cash and cash equivalents 31 December 11 339 13 711
PARENT
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 56
NOTE 1: ACCOUNTING PRINCIPLES
The annual report is prepared according to the Norwegian Accounting Act and generally accepted accounting principles in
Norway.
SUBSIDIARIES
Subsidiaries are valued by the cost method in the company accounts. The investment is valued at the cost of acquiring
shares in the subsidiary, providing that a write down is not required. A write down to fair value will be carried out if the
reduction in value is caused by circumstances which may not be regarded as incidental, and deemed necessary by generally
accepted accounting principles. Write downs are reversed when the cause of the initial write down is no longer present.
If dividends exceed withheld profits after acquisition, the exceeding amount represents reimbursement of invested capital,
and the distribution will be subtracted from the value of the acquisition in the balance sheet.
CLASSIFICATION AND VALUATION OF BALANCE SHEET ITEMS
Assets and liabilities are presented as current when they are due within one year or they are part of the operating cycle.
Other assets and liabilities are classified as non-current.
Current assets are valued at the lowest of cost and fair value. Current liabilities are valued at nominal value at the time of
recognition.
Non-current receivables are measured at cost less impairment losses that are not considered to be temporary. Non-current
liabilities are initially valued at transaction value less attributable transaction cost. Subsequent to initial recognition, interest
bearing non-current borrowings are measured at amortized cost with any difference between cost and redemption value
being recognized in the income statement over the period of the borrowing on an effective interest basis.
TRADE AND OTHER RECEIVABLES
Trade receivables and other current receivables are recorded in the balance sheet at nominal value less provisions for
doubtful accounts.
FOREIGN CURRENCY TRANSLATION
The company’s functional currency is U.S. dollars (USD). Foreign currency transactions are translated into USD using the
exchange rates prevailing at the dates of the transactions. Receivables and liabilities in foreign currencies are translated
into USD at the exchange rates ruling on the balance sheet date. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign
currencies are recognized in the income statement. The NOK/USD foreign exchange rate as of 31 December 2021 was
8.82 and the average rate during 2021 was 8.67 NOK/USD.
SHORT TERM INVESTMENTS
Short term investments (stocks, short-term bonds, liquid placements and shares) are valued at the lower of acquisition
cost or fair value at the balance sheet date. Dividends and other distributions are recognized as other investment income.
NOTES TO THE
ACCOUNTS
PARENT
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 57
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
INCOME TAX AND DEFERRED TAXES
Tax expenses in the profit and loss account comprise both tax payable for the accounting period and changes in deferred
tax. Deferred tax is calculated at the percent on the basis of existing temporary differences (22%) between accounting profit
and taxable profit together with tax deductible deficits at year end. Temporary differences, both positive and negative, are
balanced out within the same period. Deferred tax assets are recorded in the balance sheet to the extent it is more likely
than not that the tax assets will be utilized.
CASH FLOW STATEMENT
The cash flow statement is presented using the indirect method. Cash and cash equivalents includes cash, bank deposits
and other short-term highly liquid deposits with original maturities of three months or less.
REVENUE RECOGNITION
The Company’s revenues consist of management fees charged to foreign subsidiaries and are recognized when earned.
PENSIONS
The Company has a defined contribution pension plan that covers its employees whereby contributions are paid to qualifying
pension plans. Once the contributions have been paid, there are no further payment obligations. Plan contributions are
charged to the income statement in the period to which the contributions relate.
USE OF ESTIMATES
The preparation of the financial statements requires management to make estimates and assumptions that affect
the reported amounts in the profit and loss statement, the measurement of assets and liabilities and the disclosure of
contingent assets and liabilities on the balance sheet date. Actual results can differ from these estimates.
Contingent losses that are probable and quantifiable are expensed as occurred.
Certain prior year reclassifications were made to conform to current year presentation.
NOTE 2: OTHER OPERATING AND FINANCIAL EXPENSES
Fees to the auditors of USD 109 thousand (without VAT) for ordinary audit was expensed in 2021. The audit fees are split
60/40 between the US group and AMSC ASA. For more information on fees paid to KPMG, see note 3 in the consolidated
accounts.
The Company has no other employees than the CEO and CFO. See note 17 in the consolidated accounts for more
information regarding remuneration to senior management. Pension costs totaled USD 18 thousand in 2021 and covered
two employees. Board of directors expenses were USD 214 thousand in 2021.
Other interest and financial income in 2021 includes USD 2.1 million of guarantee fees from subsidiaries and USD 0.1
million in realized currency gain. Other interest and financial expenses in 2021 includes realized and unrealized currency
losses.
Refer to note 18 in the consolidated accounts for information regarding transactions and agreements with related parties.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 58
NOTE 3: SHARES IN SUBSIDIARIES AND ASSOCIATES
This item comprises the following as of 31 December 2020:
Ownership
of common Voting Business Historical Book
Amounts in USD thousands shares (%) rights (%) address cost value
American Tanker Holding Company,
Inc. (ATHC) 100% 100% Kennett Square, PA 36 457 36 457
Total shares 36 457 36 457
ATHC
Subsidiaries’ 2021 results after tax in USD thousands 7 023
Subsidiaries’ equity attributable to common shareholders
at 31 December 2021 in USD thousands 36 577
American Shipping Company ASA (“AMSC ASA”) is the Norwegian parent company and is listed on Oslo Børs. AMSC ASA
owns ATHC 100%. ATHC, ATI and ASC are intermediary holding companies. Each of the Company’s ten vessels are owned
by an individual leasing company, ASC Leasing I - X, Inc. Each of the individual leasing companies have contracts directly
with OSG and vessel debt directly with BNP Paribas or CIT Bank which are covered by overall agreements that tie the
arrangements together through either a framework agreement and/or guarantees.
AMSC analyzes the value of its investments in subsidiaries on an annual basis, or sooner if conditions change or events
occur which could cause the carrying values to change. Detailed analysis, including discounted cash flows and third party
appraisals, are prepared and reviewed by management supporting the carrying value of each of its investments. AMSC
considers many factors, including the appropriate cost of capital, asset lives, market values and likelihood of events, in
reviewing its investment value.
During 2021, USD 2.0 million was paid from ATHC to AMSC as a return of capital and corresponding reduction in AMSC’s
investment in subsidiaries. The funds were used for general corporate purposes.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 59
NOTE 4: TAX
The table below shows the difference between book and tax values at the end of 2021 and 2020, and the amounts of
deferred taxes at these dates and the change in deferred taxes.
Norwegian tax payable:
Amounts in USD thousands 2021 2020
Profit/(loss) before tax USD accounts in USD 20 347 20 202
Difference between NOK and USD accounts 3 203 (1 193)
Result before tax measured in NOK for taxation purposes 23 550 19 010
Permanent differences (dividends, reversal of impairment) (10 211) (9 460)
Change in temporary differences (2 879) 2 855
Other differences 48 -
FX effect on opening balance of loss carried forward 2 466 (2 481)
Estimated result for tax purposes 12 975 9 923
Utilization of loss carried forward (12 975) (9 923)
Taxable income / (loss) - -
Tax payable - -
The result before taxes in NOK are different from the result before taxes in USD primarily due to currency exchange
differences. The foreign exchange difference arises as the Company’s functional currency is USD, whilst the tax calculation
in Norway is performed based on the accounts in NOK. As such, the tax calculation for the Company is in NOK, but presented
in USD. The change in net recognized deferred tax deviates from the change in temporary differences due to a foreign
exchange loss on the translation of NOK balances to USD of USD 0.5 million.
Norwegian deferred tax:
Amounts in USD thousands 2021 2020
Other differences (11 345) (8 784)
Operating loss carried forward 62 858 75 833
Total differences 51 513 67 049
Deferred tax asset 11 333 14 751
Book value tax asset 11 333 14 751
The Group has net operating losses in carryforward as of 31 December 2021 of USD 62.9 million in Norway, with no
expiration date. Net deferred tax assets were recognized during 2020 since it is expected that future taxable profit will be
available against which the Group can utilize the benefits therefrom.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 60
NOTE 4: TAX (CONTINUED)
U.S. tax expense/(benefit):
Amounts in USD thousands 2021 2020
Current receivable tax charged to the income statement (4) -
Change in deferred tax - -
Total tax expense / (benefit) (4) -
AMSC recorded U.S. taxes in the income statement and balance sheet related to the U.S. income taxes on AMSC’s
investment in Philly Tankers, which was liquidated in Q1 2019. Philly Tankers elected to be taxed as a partnership under
the Internal Revenue Code, with the consent of its shareholders. As such, AMSC as a shareholder separately accounts for
their pro rata shares of the Company’s income, deductions, losses and credits in their separate income tax returns. The
Company received a tax refund in excess of the receivable in 2021.
NOTE 5: LONG-TERM RECEIVABLES
Long-term receivables are:
Amounts in USD thousands 2021 2020
American Tanker, Inc. (ATI) 89 604 89 451
Total 89 604 89 451
As of 31 December 2021, AMSC holds a USD 28.9 million loan to ATI. The loan to ATI is unsecured and bears interest at the
higher of 9.5% or LIBOR plus 7% (9.5% at 31 December 2021) and with an option to pay in kind semi-annually. During 2021,
ATI paid USD 2.6 million in interest payments to AMSC.
In 2015, in connection with the vessel debt refinancing, AMSC made a second loan of USD 52.2 million loan to ATI. The loan
to ATI is unsecured and bears interest at 10%, with an option to pay in kind each quarter. The balance as of 31 December
2021 is USD 60.6 million. During 2021, ATI paid USD 6.1 million in interest payments to AMSC. The ATI note is payable on
demand by AMSC, provided that demand may not be made prior to the maturity date of the secured vessel debt.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 61
NOTE 6: TOTAL EQUITY
Changes in equity are:
2021
Share
Share Total paid- Other Total
Amounts in USD thousands capital premium in capital equity equity
Equity as of 1 January 2021 96 366 81 378 177 744 (27 632) 150 112
Repurchase of treasury shares - - - (164) (164)
Proceeds from sale of treasury shares - - - 135 135
Dividends paid / return of capital - (19 397) (19 397) - (19 397)
Dividend payable - (7 274) (7 274) - (7 274)
Net result - - - 17 406 17 406
Equity as of 31 December 2021 96 366 54 706 151 073 (10 255) 140 818
The total outstanding shares of AMSC are 60,616,505 shares each with a par value of NOK 10 per share.
No treasury shares were held as of 31 December 2021.
Subsequent to year-end, the Board declared a dividend/return of capital of USD 0.12 per share (USD 7.3 million in aggregate)
on 24 February 2022. The dividend was paid on 14 March 2022.
2020
Share
Share Total paid- Other Total
Amounts in USD thousands capital premium in capital equity equity
Equity as of 1 January 2020 96 366 104 412 200 778 (62 533) 138 245
Repurchase of treasury shares - - - (148) (148)
Proceeds from sale of treasury shares - - - 102 102
Dividends paid / return of capital - (16 973) (16 973) - (16 973)
Dividend payable - (6 062) (6 062) - (6 062)
Net result - - - 34 947 34 947
Equity as of 31 December 2020 96 366 81 378 177 744 (27 632) 150 112
The total outstanding shares of AMSC are 60,616,505 shares each with a par value of NOK 10 per share.
No treasury shares were held as of 31 December 2020.
Subsequent to year-end, the Board declared a dividend/return of capital of USD 0.10 per share (USD 6.1 million in aggregate)
on 11 February 2021. The dividend was paid on 1 March 2021.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 62
NOTE 6: TOTAL EQUITY (CONTINUED)
The shares were owned by the following 20 largest parties as of 31 December 2021:
Name Number Percent
AKER CAPITAL AS 11 557 022 19.10%
DNB Markets Aksjehandel/-analyse 9 463 308 15.60%
SKANDINAVISKA ENSKILDA BANKEN AB 9 182 520 15.10%
Goldman Sachs & Co. LLC 5 491 215 9.10%
B.O. STEEN SHIPPING AS 2 500 000 4.10%
TRETHOM AS 2 000 111 3.30%
Pershing LLC 1 078 810 1.80%
Citibank, N.A. 818 538 1.40%
Skandinaviska Enskilda Banken AB 628 515 1.00%
THOM 611 111 1.00%
MAGNESTAD 500 000 0.80%
NORDNET LIVSFORSIKRING AS 389 784 0.60%
Avanza Bank AB 342 449 0.60%
BEDDINGEN FINANS AS 313 216 0.50%
CLEARSTREAM BANKING S.A. 311 973 0.50%
Nordnet Bank AB 274 888 0.50%
Citibank, N.A. 252 155 0.40%
Citibank, N.A. 236 690 0.40%
UBS Switzerland AG 216 000 0.40%
NÆRINGSLIVETS HOVEDORGANISASJON 213 533 0.40%
Total 20 largest shareholders 46 381 838 76.50%
Other shareholders 14 234 667 23.50%
Total 60 616 505 100.00%
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 63
NOTE 7: CASH AND CASH EQUIVALENTS
There is no restricted cash, except cash in a tax withholding account for employees’ salaries of USD 70 thousand at 31
December 2021.
NOTE 8: 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, see note
17 in the consolidated accounts.
NOTE 9: GUARANTEES
The company has made the following guarantees:
Amount
Description Beneficiary (USD thousands) Guarantee party
Agent (BNP Paribas), Arranger,
Senior secured credit facility Lenders and Hedging Banks 160 000 ASC Leasing I-V, Inc.
Agent (PGIM, Inc.),
Senior secured credit facility Security Trustee and Lenders 145 000 ASC Leasing VI-IX, Inc.
Agent (CIT Bank),
Senior secured credit facility Security Trustee and Lenders 90 000 ASC Leasing X, Inc.
AMSC has also agreed to indemnify OSG for any losses resulting from any breach by a vessel owning company of its
obligations under its agreements with OSG.
NOTE 10: EVENTS AFTER THE BALANCE DATE
On 24 February 2022, the Board authorized a quarterly dividend payment of USD 0.12 per share to the shareholders on
record as of 4 March 2022 in line with prior guidance. The shares in AMSC were traded ex. dividend from and including 3
March 2022, and the dividend was paid on 14 March 2022. The dividend is classified as a return of paid in capital.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 64
AUDITORS’ REPORT
KPMG AS
Sørkedalsveien 6
Postboks 7000 Majorstuen
0306 Oslo
Telephone
+47 45 40 40 63
Fax
Internet
www.kpmg.no
Enterprise
935 174 627 MVA
To the General Meeting of American Shipping Company ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of American Shipping Company ASA, which comprise:
• The financial statements of the parent company American Shipping Company ASA (the
Company), which comprise the statement of financial position as at
31 December 2021, the income statement and cash flow statement for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies, and
• The consolidated financial statements of American Shipping Company ASA and its subsidiaries
(the Group), which comprise the consolidated statement of financial position as at 31 December
2021, the consolidated income statement, the consolidated statement of comprehensive income,
the consolidated statement of changes in equity and the consolidated statement of cash flows for
the year then ended, and notes to the consolidated financial statements, including a summary of
significant accounting policies.
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 2021, and its financial performance and its cash flows for the year then ended in
accordance with the Norwegian Accounting Act and accounting standards and practices
generally accepted in Norway, and
• the financial statements give a true and fair view of the financial position of the Group as at 31
December 2021, and its financial performance and its cash flows for the year then ended in
accordance with International Financial Reporting 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 laws and regulations 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 the Company for 17 years from the election by the general meeting of the
shareholders on 25 April 2005 for the accounting year 2005.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 65
AUDITORS’
REPORT
Independent Auditor's Report - American Shipping Company ASA
2
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.
Assessment of the carrying value of Property, plant and equipment
Refer to Note 1 (Accounting principles), and Note 6 (Property, plant and equipment)
The key audit matter
How the matter was addressed in our audit
As at 31 December 2021 the Group has
reported Property, plant and equipment of
USD 615.1 million, which includes vessels on
operating lease contracts with customers.
Management reviews Property, plant and
equipment for potential impairment whenever
events or changes in circumstances indicate that
the carrying amount of an asset may not be
recoverable.
Due to the potential impact on the Group's
consolidated financial statements given the size
of the balance and the current economic
environment, and the auditor judgment required
when evaluating whether management's
assumptions are reasonable and supportable,
the assessment of impairment indicators of the
carrying value of Property, plant and equipment
was considered to be a key audit matter.
• Our audit procedures in this area
included:
• Assessing management’s process and
results for identification and
classification of CGUs to ensure they
were appropriate and in accordance
with relevant accounting standards;
• Evaluating management’s impairment
trigger assessment and assessing any
additional potential indicators of
impairment through our review of
possible external and internal indicators;
• Obtaining corroborating evidence for
management's conclusions, including
independent vessel valuation reports;
and external information on market rates
and Jones Act newbuild values and
relevant transactions; and
• Assessing the adequacy of the
disclosures related to the assessment of
impairment.
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 accompanying information
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. We have nothing to report in this regard.
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 legal requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 66
AUDITORS’
REPORT
Independent Auditor's Report - American Shipping Company ASA
3
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements 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 and true and fair view of the consolidated financial
statements of the Group in accordance with International Financial Reporting Standards as adopted by
the EU, and 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.
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 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 or 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,
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company and the Group's ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion. 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 cease 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.
AMERICAN SHIPPING COMPANY
ANNUAL REPORT 2021 - 67
AUDITORS’
REPORT
Independent Auditor's Report - American Shipping Company ASA
4
We communicate with the Board of Directors regarding, among other matters, the planned scope and
timing 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, related safeguards.
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.
Report on Other Legal and Regulatory Requirements
Report on compliance with Regulation on European Single Electronic Format (ESEF)
Opinion
We have performed an assurance engagement to obtain reasonable assurance that the financial
statements with file name 5967007LIEEXZXHXNC41-2021-12-31-en have been prepared in accordance
with Section 5-5 of the Norwegian Securities Trading Act (Verdipapirhandelloven) and the accompanying
Regulation on European Single Electronic Format (ESEF).
In our opinion, the financial statements have been prepared, in all material respects, in accordance with
the requirements of ESEF.
Management’s Responsibilities
Management is responsible for preparing, tagging and publishing the financial statements in the single
electronic reporting format required in ESEF. This responsibility comprises an adequate process and the
internal control procedures which management determines is necessary for the preparation, tagging and
publication of the financial statements.
Auditor’s Responsibilities
Our responsibility is to express an opinion on whether the financial statements have been prepared in
accordance with ESEF. We conducted our work in accordance with the International Standard for
Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of
historical financial information”. The standard requires us to plan and perform procedures to obtain
reasonable assurance that the financial statements have been prepared in accordance with the
European Single Electronic Format.
As part of our work, we performed procedures to obtain an understanding of the company’s processes
for preparing its financial statements in the European Single Electronic Format. We evaluated the
completeness and accuracy of the iXBRL tagging and assessed management’s use of judgement. Our
work comprised reconciliation of the financial statements tagged under the European Single Electronic
Format with the audited financial statements in human-readable format. We believe that the evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Oslo, 29 March 2022
KPMG AS
Monica Hansen
State Authorised Public Accountant
ANNUAL REPORT 2021 - 68
AMERICAN SHIPPING COMPANY
American Shipping Company’s goal is
that the Company’s shareholders will,
over time, receive competitive returns
on their investment. The Board consid-
ers the amount of dividend, if any, to
be recommended for approval by the
shareholders on an annual basis. The
recommendation is based upon earnings
for the year just ended, the financial
situation at the relevant point in time
and applicable restrictions under AMSC’s
financial agreements.
DIVIDENDS
The Company paid dividends totaling
USD 0.42 per share (USD 25.5 million) in
2021. The dividends were classified for
accounting purposes as repayment of
previously paid in share premium.
The Norwegian Public Limited Liability
Companies Act allows for the Board of Di-
rectors to pay dividends on the basis of an
authorization from the General Meeting.
At the 2021 Annual General Meeting, the
Board of Directors were granted an au-
thorization to pay dividends up to an ap-
proved amount at their discretion based
on the Company’s annual accounts for
2020, valid up to the Company’s Annual
General Meeting in 2022. Such authoriza-
tion facilitated payment of dividend by the
Board of Directors on a quarterly basis.
Payment of dividends by AMSC is subject
to restrictions under its vessel debt
facilities and the bond loan. Subject to
certain exceptions, as of 31 December
2021, the BNP, Prudential and CIT credit
agreements restrict the payment of
dividends by AMSC and its subsidiaries.
Specifically, AMSC and its subsidiaries
may pay cash dividends only if there is
no default, the Company is in compliance
with its financial covenants under the
loans and all ships remain on bareboat
charter contract.
SHARES AND SHARE CAPITAL
As of 31 December 2021, American
Shipping Company ASA had 60 616 505
ordinary common shares; each share
with a par value of NOK 10 (see Note 11
to the Company’s 2021 accounts).
As of 31 December 2021, the Company
had 2,358 shareholders, of whom 8.1 per-
cent were non-Norwegian shareholders.
American Shipping Company ASA cur-
rently has a single share class. Each share
is entitled to one vote, but is subject to
certain voting and ownership restrictions
due to the fact that the Company is op-
erating under an exception from the U.S.
ownership requirement in the Jones Act
(see Articles of Association available on
the Company’s web page). The Company
held no own (treasury) shares as of 31
December 2021.
STOCK-EXCHANGE LISTING
The Company’s shares are listed on the
Oslo Stock Exchange’s main (OSEBX)
list (ticker: AMSC). American Shipping
Company’s shares are registered in the
Norwegian Central Securities Depository;
the shares have the securities registra-
tion number ISIN NO 0010272065. DNB
Bank is the Company’s registrar.
SIGNIFICANT SHAREHOLDER
American Shipping Company ASA’s larg-
est shareholder is Aker Capital AS, which
holds 19.1 percent of the Company’s
shares.
American Shipping Company
is committed to maintaining
an open and direct dialogue
with its shareholders, potential
investors, analysts, brokers,
and the financial community in
general. The timely release of
information to the market that
could affect the Company’s
share price helps ensure that
American Shipping Company
ASA’s share price reflects its
underlying value.
SHARE AND
SHAREHOLDER
INFORMATION
ANNUAL REPORT 2021 - 69
AMERICAN SHIPPING COMPANY
From time to time, agreements are
entered into between two or more
former related 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 gov-
ernance practice and on an arm’s length
basis. If needed, external, independent
opinions are sought.
CURRENT BOARD AUTHORIZATIONS
The Annual General Meeting in 2021
granted an authorization to the Board to
purchase own (treasury) shares in connec-
tion with the Company’s incentive scheme
for employees. The Board was also grant-
ed an authorization to increase the share
capital in connection with strengthening
of the Company’s equity capital or to raise
equity capital for future investments with-
in the Company’s scope of operations.
The Board of Directors has authorization
to pay dividends, to facilitate payment of
dividends on a quarterly basis.
All of these Board authorizations are
valid up to the Annual General Meeting
in 2022.
SHARE INCENTIVE PROGRAM
The Company currently does not have
any share or stock option plans, but the
Annual General Meeting approved the
establishment of an incentive program
for its employees, giving the Board of Di-
rectors the ability to offer its employees
to purchase shares in the Company on
favorable terms, subject to certain lock-
up restrictions.
INVESTOR RELATIONS
American Shipping Company ASA seeks
to maintain an open and direct dialogue
with shareholders, financial analysts, and
the financial market in general.
SHARE AND
SHAREHOLDER
INFORMATION
20 LARGEST SHAREHOLDERS
as of 31 December 2021
Number of Ownership
Shareholder shares held (in %)
AKER CAPITAL AS 11 557 022 19.1%
DNB Markets Aksjehandel/-analyse 9 463 308 15.6%
SKANDINAVISKA ENSKILDA BANKEN AB 9 182 520 15.1%
Goldman Sachs & Co. LLC 5 491 215 9.1%
B.O. STEEN SHIPPING AS 2 500 000 4.1%
TRETHOM AS 2 000 111 3.3%
Pershing LLC 1 078 810 1.8%
Citibank, N.A. 818 538 1.4%
Skandinaviska Enskilda Banken AB 628 515 1.0%
THOM 611 111 1.0%
MAGNESTAD 500 000 0.8%
NORDNET LIVSFORSIKRING AS 389 784 0.6%
Avanza Bank AB 342 449 0.6%
BEDDINGEN FINANS AS 313 216 0.5%
CLEARSTREAM BANKING S.A. 311 973 0.5%
Nordnet Bank AB 274 888 0.5%
Citibank, N.A. 252 155 0.4%
Citibank, N.A. 236 690 0.4%
UBS Switzerland AG 216 000 0.4%
NÆRINGSLIVETS HOVEDORGANISASJON 213 533 0.4%
Total 20 largest shareholders 46 381 838 76.5%
Other shareholders 14 234 667 23.5%
Total 60 616 505 100.0%
GEOGRAPHIC DISTRIBUTION
as of 31 December 2021
Number of Ownership
Nationality shares held (in %)
Non-Norwegian 11 973 314 19.8%
Norwegian 48 643 191 80.2%
Total 60 616 505 100%
ANNUAL REPORT 2021 - 70
AMERICAN SHIPPING COMPANY
Visitors to American Shipping Company’s
website at www.americanshippingco.com
can subscribe to email delivery of Ameri-
can Shipping Company news releases.
American Shipping Company’s press
releases and investor relations (IR) publi-
cations for the current and prior years are
available at the Company’s website: www.
americanshippingco.com. This online re-
source includes the Company’s quarterly
and annual reports, prospectuses, corpo-
rate presentations, articles of association,
financial calendar, and its Investor Rela-
tions and Corporate Governance policies,
along with other information.
Shareholders can contact the Company
at ir@amshipco.com.
SAVE THE ENVIRONMENT –
READ REPORTS ONLINE
Annual reports are published on the
Company’s website (www.americanship-
pingco.com) at the same time as they are
made available via website release by the
Oslo Stock Exchange: www.newsweb.no
(ticker: AMSC).
American Shipping Company ASA en-
courages its shareholders to subscribe
to the Company’s annual reports via
the electronic delivery system of the
Norwegian Central Securities Depository
(VPS). Please note that VPS services (VPS
Investortjenester) are designed primarily
for Norwegian shareholders. Subscribers
to this service receive annual reports in
PDF format by email.
Electronic distribution is the fastest
channel for accessing Company informa-
tion; it is also cost-effective and environ-
mentally friendly.
Quarterly reports, which are generally
only distributed electronically, are avail-
able from the Company’s website and
other sources. Shareholders who are
SHARE AND
SHAREHOLDER
INFORMATION
OWNERSHIP STRUCTURE
as of 31 December 2021
Number of Percent of
Shares owned shareholders share capital
1-100 552 0.03%
101-1000 772 0.63%
1001-10,000 725 4.57%
10,001-100,000 268 13.15%
100,001-500,000 31 10.13%
over 500,000 10 71.48%
Total 2 358 100.00%
DIVIDEND HISTORY
USD per share
unable to receive the electronic version
of interim and annual reports, may sub-
scribe to the printed version by contact-
ing American Shipping Company.
ANNUAL SHAREHOLDERS’ MEETING
American Shipping Company ASA’s annu-
al shareholders’ meeting is normally held
in April. Written notification is sent to all
shareholders individually or to sharehold-
ers’ nominee. To vote at shareholders’
meetings, shareholders (or their duly au-
thorized representatives) must either be
physically present, vote by proxy or vote
electronically prior to the shareholders’
meeting.
2021 SHARE DATA
The Company’s total market capitaliza-
tion as of 31 December 2021 was NOK
1,952 million. During 2021, a total of
12,662,490 American Shipping Company
ASA shares traded. The shares traded on
252 trading days.
0.08
Q4-19
0.10
Q4-20 Q4-21
0.12
0.08
Q3-19
0.10
Q3-20 Q3-21
0.10
0.08
Q2-19
0.08
Q2-20 Q2-21
0.10
0.08
Q1-19
0.08
Q1-20 Q1-21
0.10
ANNUAL REPORT 2021 - 71
AMERICAN SHIPPING COMPANY
The Board of Directors (the “Board”) of
American Shipping Company ASA has
reviewed and updated the Company’s
principles for corporate governance.
The Board’s statement of corporate
governance is included in the annual
report. 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
companies admitted to trading on the
Oslo Stock Exchange, and the relevant
Norwegian background law such as the
Norwegian Accounting Act and the Nor-
wegian Public Limited Liability Companies
Act. The Code of Practice is available at
www.nues.no and the continuing obli-
gations for companies listed on the Oslo
Stock Exchange may be found at www.
oslobors.no . The principles also apply
to American Shipping Company ASA’s
subsidiaries where relevant.
The following presents American
Shipping Company ASA’s (hereinafter
“American Shipping Company”, “AMSC”,
the “Company” or the “Group”) practice
regarding each of the recommendations
contained in the Code of Practice. Any
deviations from the recommendations
are found under the item in question.
In addition to the Code of Practice, the
Norwegian Accounting Act section 3-3b
stipulates that companies must provide
a report on their policies and practices 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.
PURPOSE
American Shipping Company’s Corporate
Governance principles are intended to
ensure an appropriate division of roles
and responsibilities among the Compa-
ny’s owners, its Board, and its executive
management and that the Company’s
activities are subject to satisfactory
control. These principles contribute to
the greatest possible value creation over
time, to the benefit of owners and other
stakeholders. It is the responsibility of
the Board of AMSC to ensure that the
Company implements sound corporate
governance.
American Shipping Company
ASA’s focus is on building a
premier ownership position
in the Jones Act market to
create maximum value for its
shareholders. Good corporate
governance will help to reduce
risk and ensure sustainable
value creation.
CORPORATE
GOVERNANCE
ANNUAL REPORT 2021 - 72
AMERICAN SHIPPING COMPANY
BUSINESS
The Company’s business model is to
through its wholly owned subsidiary
leasing companies. The corporate
structure of American Shipping Company,
through its operating subsidiaries in the
United States, is in conformance with the
applicable requirements of the Jones Act.
All of its vessels are fully qualified to par-
ticipate in the domestic maritime trades
of the United States.
Pursuant to clause 3 of the Company’s
articles of association, the objective of
the Company is “to own and carry out
industrial business and other activities
related hereto, including ownership
of vessels, capital management and
other functions for the group, as well as
participation in or acquisition of other
companies.”
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 decisions
within the defined purpose. The Group’s
financial goals and main strategies are as
follows:
Ї Be a preferred ship owning and lease
finance company in the Jones Act
market
Ї Generate stable cash flow from long
term bareboat charters
Ї Have a modern, safe and operationally
friendly fleet
Ї Explore and invest in value creating
opportunities for our shareholders
Ї Ensure an optimal use of capital
The Board defines clear objectives,
strategies and risk profiles for the Com-
pany’s business activities such that the
Company creates value for shareholders
in a sustainable manner. When carrying
out this work, the board of directors will
take into account financial, social and
environmental considerations. The Board
evaluates these objectives, strategies
and risk profiles at least yearly. These ob-
jectives, goals, strategies and risk profiles
are presented in more detail on page 10
of this report and in the Board’s report.
American Shipping Company has not
adopted specific guidelines on equality
and diversity due to its limited number
of employees. The company is however
focused on carrying on its business in
line with the principles of equality and
diversity with respect to the composition
of its management and board, and its
management currently comprise of three
members whereof one is female. The
board of directors is also comprised of
three members whereof one is female.
The Norwegian Accounting Act section
3-3c stipulates that companies must
report on what they do to integrate
corporate social responsibility into their
activities and this is presented in more
detail on page 17 in the Board of Direc-
tor’s report.
EQUITY AND DIVIDENDS
Equity
The Group’s book equity as of 31 De-
cember 2021 was USD 149.2 million
corresponding to an equity ratio of 20.9
percent. The Company’s Board frequently
monitors the Company’s equity level ac-
cording to the Norwegian Public Limited
Liability Companies Act sections 3-4
and 3-5. As such, the Company regards
the Group’s current equity as sound.
The Board also monitors the Company’s
capital structure and ensures that the
Company’s capital structure is appropri-
ate to AMSC’s objective, strategy and risk
profile.
Dividends
American Shipping Company’s dividend
policy is included in the section “Shares
and shareholder information”, on pages
68-70 of this annual report. The Com-
pany’s goal is that its shareholders shall,
over time, receive competitive returns
on their investment. Any payment of
dividend will be based upon the Group’s
earnings for the last year ended and other
factors, the financial situation at the rele-
vant point in time and applicable restric-
tions under AMSC’s financial agreements
and applicable laws and regulations.
Board authorizations
The Board’s proposals for Board authori-
zations to increase the Company’s share
capital are to be limited to defined issues
and to be valid only until the next annual
general meeting.
The annual general meeting in 2021
granted an authorization to the Board
to purchase own (treasury) shares in
connection with the Company’s incentive
scheme for employees. The Board was
also granted an authorization to increase
the share capital in connection with
strengthening of the Company’s equity
capital or to raise equity capital for future
investments within the Company’s scope
of operations. The Board has authoriza-
tion to pay dividends, to facilitate pay-
ment of dividends on a quarterly basis.
All of these Board authorizations are
valid up to the annual general meeting in
2022.
EQUAL TREATMENT OF
SHAREHOLDERS
The Company has a single class of
shares, and all shares carry the same
rights in the Company. However, the
shares are subject to certain ownership
and voting restrictions due to the fact
that the Company is operating under
an exception from the U.S ownership
requirement in the Jones Act (see the
Company’s articles of association section
8, which are available on the Company’s
web page).
CORPORATE
GOVERNANCE
ANNUAL REPORT 2021 - 73
AMERICAN SHIPPING COMPANY
Equal treatment of all shareholders
is crucial. If existing shareholders’
pre-emptive rights are waived upon an
increase in share capital, the Board must
justify the waiver and the justification
must me disclosed in the stock exchange
announcement of the increase in share
capital. Transactions in own (treasury)
shares must be executed on the Oslo
Stock Exchange or by other means at the
listed price.
SHARES AND NEGOTIABILITY
American Shipping Company’s shares
are freely negotiable. However, the
transferability of shares is subject to
certain voting and ownership restrictions
on “Shipping Operators” due to the fact
that the Company is operating under
an exception from the U.S ownership
requirement in the Jones Act. A “Shipping
Operator” is defined in the Company’s
articles of association as a person or
entity that operates any vessel for hire or
directly or indirectly controls, is controlled
by, or is under common control with any
company or person who operates any
vessel for hire. For further details, see the
Company’s articles of association section
8, which are available on the Company’s
web page.
GENERAL MEETINGS
The Board encourages shareholders to
participate in its general meetings. It is
the Board’s priority to hold the annual
general meeting as early as possible after
the year-end. Notices convening general
meetings, with comprehensive documen-
tation relating to the items on the agen-
da, including the recommendations from
the nomination committee, are made
available on the Company’s website no
later than 21 days prior to the general
meeting. The deadline for shareholders to
register to the shareholders’ meetings is
set as close to the date of the meeting as
possible and the deadline for registration
may not expire earlier than five days prior
to the date of the general meeting.
The notice materials include a thor-
ough explanation of all procedures for
registration, voting and attendance. In
addition, information on how to propose
a resolution to the items on the agenda
at the annual shareholders’ 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 virtually unless
the board of directors finds there is suf-
ficient cause for it to refuse to allow this.
The proxy form includes instructions for
representation at the meeting through a
proxy or by virtual participation and al-
lows shareholders to nominate a person
who will be available to vote on behalf
of the shareholders. 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 the Company’s articles of
association, the Chair of the Board or an
individual appointed by the Chair of the
Board will chair shareholder’s meetings.
Thus, the articles of association of the
Company deviates from the Code of
Practice in this respect. Having the Chair
of the Board or a person appointed by her
chairing the general meetings simplifies
the preparations for the general meet-
ings significantly. Board members and
the chair of the nomination committee
are required to attend general meetings.
The auditor shall attend shareholders’
meetings when items to be considered
are of such a nature that the auditor’s
attendance is regarded as essential.
The shareholders are invited to vote on
the composition of the Board proposed
by the nomination committee as a group,
and not on each board member sepa-
rately. Hence, the Company deviates from
the Code of Practice in this regard as it
is important to the Company that the
Board works in the best possible manner
as a team, and that the background and
competence of the board members com-
plement each other.
Minutes of general meetings are pub-
lished as soon as practically possible
via the Oslo Stock Exchange messaging
service www.newsweb.no (ticker: AMSC)
and on the Company’s website www.
americanshippingco.com.
NOMINATION COMMITTEE
American Shipping Company has a
nomination committee , as set forth in its
articles of association. 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 com-
position of the nomination committee
reflects the interests of the shareholders,
and its members are independent from
the Board and executive management.
The members and Chair of the nomina-
tion committee are elected by AMSC’s
annual shareholders’ meeting, which also
approves the remuneration payable to
committee members.
Pursuant to American Shipping
Company’s articles of association, the
nomination committee recommends
candidates for members of the Board.
The nomination committee also makes
recommendations as to remuneration
of Board members and members of
the nomination committee. The current
members of the nomination committee,
as elected by the general meeting, are
Ove A. Taklo (chair) and Ingebret G. Hisdal.
The general meeting of the Company has
adopted guidelines for the nomination
committee. According to these guidelines,
the nomination committee shall empha-
size that candidates for the Board have
the necessary experience, competence
and capacity to perform their duties in a
satisfactory manner. Furthermore,
CORPORATE
GOVERNANCE
ANNUAL REPORT 2021 - 74
AMERICAN SHIPPING COMPANY
attention should be paid to ensure that
the Board can function effectively as
a collegiate body. A reasonable repre-
sentation with regard to gender and
background should also be emphasized,
and the nomination committee should
present its nomination of Directors to the
Board, and also justify its nominations.
The guidelines for the nomination com-
mittee are available on the Company’s
website.
The Chair of the nomination committee
has the overall responsibility for the work
of the committee. In the exercise of its
duties, the nomination committee may
contact, amongst others, shareholders,
the Board, management and external ad-
visors. The nomination committee shall
also ensure that its recommendations
are endorsed by the largest sharehold-
ers. The Company will provide their
shareholders with information on how
to submit proposals to the nomination
committee for candidates for election to
the Board on the Company’s website.
BOARD OF DIRECTORS: COMPOSITION
AND INDEPENDENCE
Pursuant to the Company’s articles of
association and corporate governance
policy, the Board comprises between
three and nine members, which are
elected for a period of two years. Further,
up to three shareholder-elected deputy
board members may be elected annually.
The Chair of the Board is elected by the
general meeting. The Board may elect a
Deputy Board Chair.
The majority of the shareholder-elected
Board members are to be independent of
the Company’s executive management,
its significant business associates and its
significant shareholders. Representatives
of American Shipping Company’s exec-
utive management shall not be board
members. The current composition of
the Board is presented on page 12 of this
annual report, which also includes the
board members’ expertise, capabilities
and independence. The current members
of the Board are Annette Malm Justad
((Chair) Peter Knudsen and Kristian
Røkke. Two of the three members of the
Board are independent of the Company’s
significant shareholders and significant
business associates. The Company
encourages the board members to
invest in the Company shares, and the
shareholdings of the board members are
presented in Note 17 to the consolidated
accounts.
The board members represent a com-
bination of expertise, capabilities, and
experience from various finance, industry,
and non-governmental organizations.
Based on the current board members’
experience and expertise, the Board func-
tions effectively as a collegiate body.
Two of the three shareholder-elected
Board members is up for election in
2022.
THE WORK OF
THE BOARD OF DIRECTORS
The Board has adopted informal guide-
lines that regulate areas of responsibility,
tasks, and division of roles of the Board,
Chair and CEO. These instructions feature
rules governing Board schedules, rules
for notice and chairing of Board meetings,
decision-making rules, the CEO’s duty
and right to disclose information to the
Board, professional secrecy, impartiality,
and other issues. In general, four ordi-
nary board meetings are convened each
year, with one meeting held every quar-
ter. These instructions also state how
the board of directors and the CEO shall
handle agreements with related parties,
including whether an independent valu-
ation is considered necessary. The trans-
action of agreements with related parties
should be carried out in a manner that
ensures sufficient clarity with regard to
the balance of the agreement. The board
should also present any such agreements
in the annual report. See information on
transactions with related parties in Note
18 to the consolidated accounts.
To ensure a more independent consid-
eration of matters of a material nature
in which the Chair is, or has been, person-
ally involved, the Board’s consideration of
such matters should be chaired by anoth-
er member of the Board. The Board itself
assesses the need to elect a deputy chair.
The Norwegian Public Limited Liability
Companies Act requires that companies
listed on a regulated market shall have
an audit committee. Due to the small
size of the Company’s Board, the entire
Board acts as the audit committee, thus
the Company deviates from The Code of
Practice in this respect. The majority of
the members of the audit committee are
independent of the Company’s opera-
tions.
With the exception of the audit com-
mittee, the Board has not deemed it
necessary to establish other board
committees at this time. The Board has
considered appointing a remuneration
committee in order to help ensure
thorough and independent preparation
of matters relating to compensation paid
to executive personnel. However, due to
the small size of the Board and since no
members of the executive personnel are
also members of the Board, the Board
does not deem it necessary to appoint a
remuneration committee at this time. If
the Board decides to appoint a remuner-
ation committee, the membership of the
committee shall be restricted to mem-
bers of the Board who are independent of
the Company’s executive personnel.
American Shipping Company has pre-
pared 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 Group.
CORPORATE
GOVERNANCE
ANNUAL REPORT 2021 - 75
AMERICAN SHIPPING 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 appropriate risk management sys-
tems tailored to the Company’s business
activities. The Board annually reviews
the Company’s most important risk
areas and internal control systems and
procedures, and the main elements of
these assessments are mentioned in the
Board’ report.
Audit Committee
The audit committee has reviewed the
Company’s internal reporting systems,
internal control and risk management
and had dialogue with the Company’s
auditor. The audit committee has also
considered the auditor’s independence.
AMSC’s financial policies ensure fol-
low-up of financial risk. Key targets are
identified by the Board and management
to ensure timely control of currency
exposure, interest rate exposure and
compliance with loan covenants.
From 1 January 2021, a new Audit Act
was implemented in Norway.
Financial Statement Close Process
Consolidation and control over the
financial statement close process is
the Controller’s responsibility. The
Company’s current business includes
bareboat chartering of its ten vessels
and therefore means that the activities
of its employees are managing the
financing of vessels and overhead. The
Company has a small organization with
three employees, who all have direct
communication with the Board. Meetings
between management, the external
auditor and members of the Board, to
identify significant accounting issues or
other issues are held prior to completion
of the annual report and in connection
with management’s reporting to the
audit committee. The purpose of these
meetings is to focus on new and amend-
ed accounting principles or other issues
in the financial statements. Financial re-
sults and cash development are analyzed
and compared to the budget by the CFO
and Controller and reported to the Board
quarterly.
Because of the inherent segregation of
duties matters caused by having only
three employees, special actions have
been implemented. In Norway, dis-
bursements are managed by accounting
services purchased from an accounting
firm, with normal control procedures in
place such as management approval of
invoices for payment and two signatories
required for payments.
The Board approves the Company’s year-
ly budget and reviews deviations to the
budget on a quarterly basis.
REMUNERATION OF
THE BOARD OF DIRECTORS
Board remuneration is to reflect the
Board’s responsibility, expertise, time
spent, and the complexity of the busi-
ness. Remuneration does not depend on
American Shipping Company’s financial
performance and the Company does not
grant share options to the board mem-
bers. Board members and companies
with whom they are associated must not
take on special tasks for the Company
beyond their Board appointments unless
such assignments are disclosed to the
full Board and remuneration for such
additional duties is approved by the
Board. The Chair and the Board have not
received benefits other than directors’
fees.
Additional information on remuneration
paid to board members for 2021 is
presented in Note 17 to the consolidated
accounts.
REMUNERATION OF
EXECUTIVE MANAGEMENT
The Board has adopted guidelines for
remuneration of executive management
ary and other remuneration of American
Shipping Company’s CEO are determined
by the Board. The guidelines are prepared
with the aim to contribute to the com-
pany’s commercial strategy, long-term
interests and financial viability.
The Board’s guidelines for remuneration
of executive management will be pre-
sented to the annual general meeting
and be subject to the shareholders’ ap-
proval every fourth year, as a minimum.
The guidelines currently approved by the
shareholders are available on the Compa-
ny’s website.
The board of directors will prepare and
present 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
The Board has established guidelines for
the reporting of financial and other in-
formation and is based on openness and
on equal treatment of shareholders, the
financial community, and other interested
parties. The long-term goal of American
Shipping Company’s investor relations
activities is to ensure the Company’s ac-
cess 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 the Com-
pany’s share price; the Company is also
to comply with current rules and market
practices, including the requirement
CORPORATE
GOVERNANCE
ANNUAL REPORT 2021 - 76
AMERICAN SHIPPING COMPANY
of equal treatment. All stock exchange
notifications and press releases are made
available on the Company’s website
www.americanshippingco.com; stock
exchange notices are also available from
www.newsweb.no. All information that
is distributed to shareholders is simulta-
neously published on American Shipping
Company’s website. The Company’s
financial calendar is also found on page 4
of this annual report.
TAKE-OVERS
The overriding principle is equal treat-
ment of shareholders. The principles
are based on the bidder, the Company
and the management all having an
independent responsibility for fair and
equal treatment of the shareholders in a
takeover process, and that company op-
erations are not unnecessarily disturbed.
It is the responsibility of the Board to
ensure that the shareholders are kept
informed and that they have reasonable
time to assess the offer.
Unless the Board has particular reasons
for so doing, it will not take steps to
prevent or obstruct a take-over bid for
the Company’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 the shareholders’ meeting after the
takeover offer has become public knowl-
edge.
If an offer is made for the Company’s
shares, the Board will make a statement
to the shareholders that provides an
assessment of the bid, the Board’s
recommendations, and reasons for these
recommendations. If the Board cannot
make a recommendation to the share-
holders, the Board shall explain their
reasoning for no such recommendation.
For each bid, an assessment will be made
as to the necessity of bringing in inde-
pendent expertise. In a situation where
a competing bid is made and the bidder
has a connection to any member of the
Board or executive personnel, or if the
bidder is a main shareholder, the Board
shall seek an independent valuation. The
valuation is to be recorded in the Board’s
statement.
Transactions that have the effect of sale
of the Company or a major component of
it are to be decided on by shareholders at
a shareholders’ meeting.
AUDITOR
The auditor will make an annual pre-
sentation to the Board of a plan for the
auditing work for the year. Further, the
auditor is to provide the Board with an
annual written confirmation that the
requirement of independence has been
met. The auditor must also submit an
annual additional report to the audit
committee in which it declares its inde-
pendence and explains the results of the
statutory audit carried out by providing a
range of information about the audit.
The auditor participates in at least one
Board meeting annually, including the
meeting prior to the annual general
meeting. At this meeting, the auditor re-
views any material changes in the Com-
pany’s accounting policies, comments
on any material estimated accounting
figures and reports all material matters
on which there has been disagreement
between the auditor and the executive
management of the Company. The audi-
tor also presents to the Board a review
of the Company’s internal control proce-
dures, including identified weaknesses
and proposals for improvements.
One meeting a year is held between the
auditor and the Board, at which no rep-
resentatives of executive management
are present. Auditors are to provide the
Board with an annual overview of ser-
vices other than auditing that have been
supplied to the Company. Remuneration
for auditors, presented in note 3 to the
consolidated accounts, is stated for the
four categories of ordinary auditing, other
attestation services, tax assistance and
other assurance services. In addition,
these details are presented at the annual
general meeting. The auditor has provid-
ed the Board with written confirmation of
its independence.
CORPORATE
GOVERNANCE
NORWAY OFFICE
Mail:
P.O.Box 230
1326 L ysaker , Norway
Visiting:
Pål L. Magnussen
pal.magnussen@amshipco.no
Morten Bakke
morten.bakke@amshipco.no
U.S. OFFICE
415 McFarlan Road, Suite 205
Kennett Square, PA 19348 USA
Leigh Jaros
leigh.jaros@amshipco.com
American
Shipping
Company