ANNUAL
REPORT
2022
Mission: To be an attractived tonnage provider and leasing partner to the maritime industry
AMSC ASA
AMSC ASA
ANNUAL REPORT 2022 - 2
AMSC ASA
KEY FIGURES 3
KEY EVENTS 2022 4
THIS IS AMSC ASA 5
HIGHLIGHT ACQUISITION: NORMAND MAXIMUS 6
FLEET OVERVIEW 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: Leases 43
NOTE 15: Trade and other payables 43
NOTE 16: Financial instruments 44
NOTE 17: Shares owned or controlled 49
NOTE 18: Transactions and agreements with related parties 51
NOTE 19: Operating segments 51
NOTE 20: Climate risk 53
NOTE 21: Events after the balance sheet date 53
ANNUAL ACCOUNTS - PARENT 55
Statement of Financial Position 55
Income Statement 56
Statement of Comprehensive Income 56
Cash Flow Statement 57
Notes to the Accounts 58
NOTE 1: Accounting principles 58
NOTE 2: First time adoption of IFRS 60
NOTE 3: Shares in subsidiaries and associates 63
NOTE 4: Tax 64
NOTE 5: Long-term receivables 65
NOTE 6: Total equity 66
NOTE 7: Cash and cash equivalents 67
NOTE 8: Other operating and financial income/expenses 68
NOTE 9: Shares owned by directors and management 68
NOTE 10: Guarantees 68
NOTE 11: Events after the balance date 68
AUDITORS’ REPORT 69
SHARE AND SHAREHOLDER INFORMATION 74
CORPORATE GOVERNANCE 77
CONTENT
AMSC ASA
ANNUAL REPORT 2022 - 3
KEY FIGURES
Profit and loss items 2022 2021 2020
Operating revenues USD million 93.7 88.2 88.2
EBITDA USD million 88.5 83.6 85.2
Net income USD million 18.7 13.4 18.1
Cash flow
Cash flow from operating activities USD million 62.5 57.8 43.8
Cash flow from/(used in) investing activities USD million (172.1) - (4.8)
Cash flow from/(used in) financing activities USD million 98.8 (32.2) (51.1)
Cash as of 31 December USD million 50.5 61.3 35.7
Balance sheet
Interest bearing debt USD million 622.5 538.6 543.6
Equity USD million 175.0 149.2 161.3
Total assets USD million 829.3 713.5 723.6
Equity ratio Percent 21.1% 20.9% 22.3%
The AMSC share
Share price as of 31 December NOK 43.65 32.20 28.20
Dividend per share NOK 4.56 3.85 3.44
Dividend per share USD 0.48 0.44 0.38
Dividend yield Percent 10.4% 11.9% 12.2%
ANNUAL REPORT 2022 - 4
AMSC ASA
KEY EVENTS
2022
FINANCIAL CALENDAR 2023
25 April Annual General Meeting 2023
24 May 1st quarter interim results 2023
23 August 2nd quarter interim results 2023
21 November 3rd quarter interim results 2023
(dates subject to change)
KEYSTONE CHARTERS
During December 2022, the Company
took redelivery of three U.S. Jones Act
tankers from OSG which were subse-
quently employed to a subsidiary of
Keystone Shipping Co. on three-year
bareboat charters. Keystone has two
1-year extension options on two of the
three vessels, and all bareboat charters
are secured by back-to-back time char-
ters with U.S. Jones Act end users. The
contracts added almost USD 90 million in
fixed lease backlog.
OSG BAREBOAT CHARTER UPDATE
In December 2022, the Company
announced OSG’s exercise of 3-year
options for six ships, moving the charter
expiries to December 2026, and adding
another USD 159.5 million in contracted
lease backlog. Following the extensions,
AMSC has seven vessels on bareboat
charter to OSG, of which OSG has
options to extend the charter terms for
three or five years for the remaining
useful lives of the vessels.
ACQUISITION OF NORMAND MAXIMUS
In October 2022, AMSC completed the
acquisition of the subsea construction
vessel Normand Maximus for USD 157
million, funded with USD 110 million
secured loan, proceeds from an equity
private placement and cash on hand. The
vessel commenced a five-year bareboat
charter to a single-purpose subsidiary
of Solstad Offshore ASA, adding USD
151.5 million in contracted lease backlog.
The charterer has two 5-year extension
options.
PRIVATE PLACEMENT
During 2022, the Company raised USD
37.6 million in net proceeds through the
allocation of 11,247,333 new shares at a
subscription price of NOK 36 per share.
ANNUAL REPORT 2022 - 5
AMSC ASA
THIS IS
AMSC ASA
AMSC currently owns nine handy size
product tankers, one handy size shuttle
tanker and one subsea construction
vessel on bareboat charters with various
counterparties. AMSC has a significant
contract backlog, as well as profit sharing
agreements which offer visibility with
respect to future earnings and potential
dividend capacity. The Company has an
ambition to pay attractive dividends to its
shareholders.
AMSC is headquartered in Lysaker, Nor-
way, with its U.S. operating subsidiaries
located in Pennsylvania, USA.
AMSC ASA (AMSC) was established in 2005 and is listed on the
Euronext Oslo Stock Exchange with the ticker AMSC (AMSC:NO).
The business model of AMSC is to own and bareboat charter out
modern vessels, generating stable and predictable cash flows
from long and medium term bareboat leases, which should be
protected from short term market fluctuations.
ANNUAL REPORT 2022 - 6
AMSC ASA
HIGHLIGHT ACQUISITION:
NORMAND
MAXIMUS
HIGHLIGHT
ACQUISITION:
NORMAND
MAXIMUS
The main work scope of the Normand
Maximus is loading and transporting
flexible pipes and umbilical cables and
installation of subsea equipment. The
vessel has accommodation capacity for
180 people and 2400m2 working deck
and is also low emission and low fuel
consumption.
The vessel marks AMSC’s first acquisition
outside the U.S. Jones Act market and
was funded with a USD 110 million
secured loan, proceeds from an equity
private placement and cash on hand. The
five-year fixed bareboat charter adds
backlog of USD 151.5 million and has two
five-year extension options.
Solstad announced in December it had
secured contracts for a duration of min-
imum 200 days in 2023 plus additional
option periods, with minimum revenue of
approximately USD 50 million.
Built in 2016 in VARD Brattvåg, Norway, the Normand Maximus is
one of the most modern heavy duty subsea construction vessels
globally. AMSC completed the acquisition in October 2022 for
USD 157 million, and the vessel commenced a long-term bareboat
agreement with a single-purpose subsidiary of leading offshore
provider Solstad Offshore ASA.
AMSC ASA
ANNUAL REPORT 2022 - 7
FLEET
OVERVIEW
2022 2023 2024 2025 2026 2027 2028 2029
Overseas Houston
Veteran Class MT46
2007
Overseas Long Beach
Veteran Class MT46
2007
Seakay Star
Veteran Class MT46
2007
Seakay Valor
Veteran Class MT46
2008
Seakay Sky
Veteran Class MT46
2008
Overseas Boston
Veteran Class MT46
2009
Overseas Nikiski
Veteran Class MT46
2009
Overseas Martinez
Veteran Class MT46
2010
Overseas Anacortes
Veteran Class MT46
2010
Overseas Tampa
Veteran Class MT46
2011
Normand Maximus
Subsea / Construction Vessel
2016
Firm bareboat contract
Charterer’s extension options
VESSEL DELIVERED
AMSC ASA
ANNUAL REPORT 2022 - 8
COMPANY
STRUCTURE
AMSC ASA
American Tanker Ho lding Company Inc.
American Tanker Inc.
American Shipping Corporation Inc.
Overseas
Houston
Overseas
Texas City
Overseas
Los Angeles
Overseas
Nikiski
Overseas
Anacortes
Normand
Maximus
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.
Offshore
Leasing I
AS
ASC
Leasing
X Inc.
AMSC ASA
ANNUAL REPORT 2022 - 9
COMPANY
HISTORY
2021
Ї Closed USD 20 million unsecured
bond tap issue
Ї Increased quarterly dividends by
20% supported by company’s free
cash flow
2020
Ї Closed USD 305 million senior
secured financing for 9 ships with
maturity in 2025
Ї Closed USD 200 million unsecured
bond with maturity in 2025
2019
Ї Philly Tankers AS dissolved with
USD 16.3 million received of
total of USD 28.8 million in total
after-tax proceeds
Ї OSG elected to extend four vessels
for 3 years increasing AMSC’s
charter backlog
2018
Ї OSG elected to extend all nine
vessels up for renewal, effectively
increasing AMSC’s average bare-
boat charter duration to 3.5 years
2017
Ї Raised USD 220 million senior
unsecured bond used to refinance
the outstanding bond with maturi-
ty in February 2018
Ї Received USD 12.5 million in dis-
tributions from Philly Tankers from
its sale of all four product tanker
newbuild contracts
2016
Ї First Philly Tankers newbuild
contract and related assets sold to
subsidiaries of Kinder Morgan
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
with Philly Shipyard and entered
into an agreement to sell all four
tanker contracts upon delivery to
a subsidiary of Kinder Morgan, Inc.
for a total consideration of USD
568 million
2014
Ї Effective 5 August 2014, OSG
emerged from bankruptcy and
all of AMSC’s contracts with OSG
were assumed and accepted.
Ї In July, AMSC made its first quar-
terly dividend distribution of USD
0.10. AMSC expects to continue
paying regular quarterly dividends
and aims to grow the dividend
distribution over time, as the com-
pany’s cash flow improves.
Ї Invested in Philly Tankers AS, to-
gether with key financial investors,
to build two product tankers at Aker
Philadelphia Shipyard, to be deliv-
ered in Q3 2016 and Q1 2017, for
operations in the Jones Act market
2013
Ї Completed a major recapital-
ization of the Company (January
2014) including USD 120 million
private placement, conversion of
subordinated debt to equity and
amendments to vessel debt and
bond loan
Ї Negotiated agreement with OSG
for conversion of one of the ten
product tankers into a shuttle
tanker for a long term time charter
with Shell
Ї OSG remained in Chapter 11; all
charter hire payments were made
in accordance with the bareboat
charter agreements
2012
Ї Negotiated extension of maturity
of vessel debt to June 2016
Ї Achieved bareboat charter exten-
sions with OSG to December 2019
Ї OSG filed for Chapter 11 bankrupt-
cy protection
2011
Ї Took delivery of final product tank-
er in build series with AKPS
Ї Extended maturity of the NOK
bond for 6 years
Ї Maintained ongoing compliance
with conditions of OSG Settlement
2010
Ї Took delivery of two product tankers
Ї Sold second shuttle tanker con-
tract to OSG
2009
Ї Finalized settlement agreement
with OSG that settled all com-
mercial disputes between the
companies
Ї Took delivery of two additional
tankers; sold first of two shuttle
tanker contracts to OSG
2008
Ї Aker ASA reduced its ownership in-
terest to 19.9% in compliance with
U.S. Jones Act fo reign ownership
restrictions
Ї Name changed from Aker Amer-
ican Shipping ASA to American
Shipping Company ASA. Trading
ticker also changed from AKASA
to AMSC
Ї Took delivery of two more product
tankers
2007
Ї Obtained take-out financing for the
ten vessels and issued NOK 700
million bond for investments in
vessels and operations
Ї Split of Aker American Shipping’s
ship owning operations from its
ship building operations, estab-
lishing Aker Philadelphia Shipyard
ASA (AKPS)
Ї Took delivery of the first three
product tankers
2005
Ї Closed a ten ship bareboat
charter agreement with Overseas
Shipholding Group, Inc. (OSG) and
placed corresponding ten ship
order at Philadelphia Shipyard
Ї Aker American Shipping ASA
(AKASA) established, Philadelphia
Shipyard acquired and company
listed on Oslo Stock Exchange
2022
Ї Acquisition of the subsea
construction vessel, Normand
Maximus for USD 157 million
funded with USD 110 million
secured loan, proceeds from an
equity private placement and cash
on hand adding USD 151.5 million
in contracted lease backlog
Ї Issued 11.2 million new shares in
a private placement raising USD
37.6 million net proceeds
Ї Employed three U.S. Jones Act
tankers to a new counterparty for
AMSC, securing almost USD 90
million in contracted lease backlog
Ї OSG elected to extend six vessels
for three years, adding almost
USD 160 million in contracted
lease backlog
GOALS AND
STRATEGIES
Be an attractive tonnage provider and leasing partner to the maritime industry
Generate stable cash flow from long to medium term bareboat charters
Have a modern, safe and operationally friendly fleet
Explore and invest in value creating opportunities
Ensure an optimal use of capital
ANNUAL REPORT 2022 - 10
AMSC ASA
GOALS AND
STRATEGIES
ANNUAL REPORT 2022 - 11
AMSC ASA
Pål L. Magnussen was appointed
President and CEO of AMSC effective 1
January 2015. He previously served as
AMSC’s CFO from 1 June 2014. A Nor-
wegian national, Mr. Magnussen worked
12 years for DNB Markets and DNB Bank
in its investment banking and corpo-
rate banking divisions focusing on the
shipping and offshore industries. He has
significant international experience and
has been based in New York, Singapore
and Oslo. Mr. Magnussen holds an MBA
from Columbia University, New York and
a Master of Science from the Norwegian
School of Management, Oslo. As of
31 December 2022, he holds 140,000
shares 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 has advised multiple offshore,
shipping and private equity firms on a
variety of M&A deals and holds a MSC
in Shipping, Trade and Finance from
Bayes Business School in London and
BA in Business Studies from University
of Greenwich. Mr. Bakke is a Norwegian
national and as of 31 December 2022,
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 as of 31 December 2022.
PÅL LOTHE MAGNUSSEN
President / CEO
MORTEN BAKKE
CFO
LEIGH JAROS
Controller
MANAGEMENT
ANNUAL REPORT 2022 - 12
AMSC ASA
Annette Malm Justad (born1958) has been
a member of AMSC ASA’s Board of Direc-
tors 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 Services ASA, a Norwe-
gian marine shipping services Company. Pri-
or 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 Kulkompani
AS and Småkraft AS, a board member of
Torm plc, Awilco LNG ASA and PowerCell
Sweden AB. Ms. Justad holds a Master’s
degree of Technology Management from
NTH/MIT (Sloan School) /NTH/NHH in addi-
tion to an MSc in Chemical Engineering from
NTH. Ms. Justad serves as an independent
director. As of 31 December 2022, Ms.
Justad holds 12,523 shares in the Company,
and has no stock options. Ms. Justad is a
Norwegian citizen. She has been re-elected
for the period 2021-2023.
Peter D. Knudsen (born 1957) is the
Chairman 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 Gen-
eral Manager of Nordea Bank in Singapore.
Mr. Knudsen has also been employed with
GIEK, Den norske Creditbank, Jøtun Fonds
and Stemoco Shipping. He is presently
a board member with OSX listed Pareto
Bank ASA and privately owned Uglands
Rederi AS . Mr. Knudsen holds an MBA
from Arizona State University. Mr. Knudsen
serves as an independent director. He is a
Norwegian citizen and as of 31 December
2022, holds 23,000 shares of stock in the
Company through Vilja AS. Mr. Knudsen
has been a Board Member of AMSC ASA
since 2012 and has been re-elected for the
period 2022-2024.
Frank O. Reite (born 1970) first joined Aker
in 1995 and held the position as CFO in
Aker ASA from August 2015 until August
2019. Mr. Reite has previously held the
position as President & CEO of Akastor and
a variety of executive positions in the Aker
group, including overseeing and developing
Aker’s investments in Converto Capital
Fund AS, Havfisk ASA, Norway Seafoods
AS and Aker Yards ASA. Mr. Reite also has
experience from banking and served as Op-
erating Director at Paine & Partners, a New
York-based private equity firm. Mr. Reite’s
current board positions include being chair
of Converto AS, Akastor ASA, Norron AB,
deputy chair of the board and chair of the
audit committee in Aker ASA, and director
of Solstad Offshore ASA. He holds a B.A. in
Business Administration from BI Norwegian
Business School in Oslo. Mr. Reite previously
served on the board of AMSC from 2011
through 2012. Mr. Reite holds zero shares in
AMSC as of 31 December 2022, and has no
stock options. He is a Norwegian citizen and
has been elected for the period 2022-2024.
ANNETTE MALM JUSTAD
Chair
PETER D. KNUDSEN
Board member
FRANK O. REITE
Board member
BOARD OF DIRECTORS
ANNUAL REPORT 2022 - 13
AMSC ASA
AMSC ASA (“AMSC” or the
“Company”) is a ship owning
and lease finance company with
a modern fleet of nine product
tankers, one shuttle tanker and
one subsea construction vessel
operating on bareboat charters
with various counterparties in
the U.S. domestic (“Jones Act”)
and international offshore mar-
kets. For most of 2022, all ten
tankers were in operation on
bareboat charters to Overseas
Shipholding Group, Inc. and its
subsidiaries (collectively “OSG”),
one of the largest operators in
the Jones Act tanker market,
and domiciled in Tampa, Florida.
During December 2022, OSG redelivered
three tankers to AMSC, which were
subsequently employed to a subsidiary
of Keystone Shipping Co. (“Keystone”),
a U.S. shipowner and operator founded
in Philadelphia in 1909, on three-year
bareboat charters. Seven vessels
remain on bareboat charters to OSG.
AMSC acquired the 2016-built offshore
construction vessel, Normand Maximus
during 2022. The ship is on a five-year
bareboat contract with a single-purpose
subsidiary of Solstad Offshore ASA
(“Solstad”), a leading offshore services
company with a large fleet of offshore
vessels operating globally.
THE GROUP’S BUSINESS ACTIVITIES
The main entities in the AMSC Group
(the “Group”) are the Norwegian holding
company AMSC ASA, its wholly owned
Norwegian subsidiary Offshore Leasing
I AS owning the Normand Maximus, and
its wholly owned U.S. subsidiaries Ameri-
can 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. AMSC ASA is do-
miciled in Lysaker, Norway, and listed on
the Euronext Oslo Stock Exchange, with
AMSC’s subsidiaries located in Lysaker,
Norway and Kennett Square, Pennsylva-
nia, USA.
AMSC’s business model is to own and
bareboat charter-out vessels, earning
fixed bareboat charter revenues gener-
ating stable cash flows, and, in addition,
with profit share potential generated by
the bareboat charterers’ operations in the
time or voyage charter markets.
In accordance with this business model,
all of AMSC’s vessels are on fixed rate
bareboat charters with various counter-
parties. For the Jones Act tankers, there
are profit sharing agreements which give
AMSC the upside of sharing the profits
generated by OSG and Keystone on the
vessels. AMSC’s counterparties employ
the vessels on voyage and time charters
to major oil companies, refineries, trading
companies and subsea contractors.
The Jones Act vessels were built at Philly
Shipyard (“PHLY”), a leading U.S. shipyard
and delivered between 2007 and 2011.
The Normand Maximus was built by Vard
Brattvaag, Norway in 2016.
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 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
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2022 - 14
AMSC ASA
other things, that the vessels are bare-
boat chartered to qualified U.S. citizen
operators, such as OSG and Keystone.
KEY EVENTS 2022
Acquisition of Normand Maximus
In October 2022, AMSC completed the
acquisition of the subsea construction
vessel, Normand Maximus for USD 157
million, funded with USD 110 million
secured loan, proceeds from an equity
private placement and cash on hand. The
vessel commenced a five-year bareboat
charter to a single-purpose subsidiary
of Solstad Offshore ASA, adding USD
151.5 million in contracted lease backlog.
The charterer has two 5-year extension
options.
Private placement
During 2022, the Company raised USD
37.6 million in net proceeds through the
allocation of 11,247,333 new shares at a
subscription price of NOK 36 per share.
Keystone charters
During December 2022, the Company
took redelivery of three U.S. Jones Act
tankers from OSG which were subse-
quently employed to a subsidiary of
Keystone Shipping Co. on three-year
bareboat charters. Keystone has two
1-year extension options on two of the
three vessels, and all are secured on
back-to-back time charters with U.S.
Jones Act end users. The contracts added
almost USD 90 million in fixed lease
backlog.
OSG bareboat charter update
In December 2022, the Company an-
nounced OSG’s exercise of 3-year options
for six ships, moving the charter expiries
to December 2026, and adding another
USD 159.5 million in contracted lease
backlog. Following the extensions, AMSC
has seven vessels on bareboat charter to
OSG, of which OSG has options to extend
the charter terms.
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 two operating
segments.
Consolidated Income statement
In 2022 and 2021, AMSC had operating
revenues of USD 93.7 million and USD
88.2 million respectively, an increase
due to a partial year of bareboat revenue
from the Normand Maximus. Revenues
are recognized on a monthly basis and
represent the income from the bareboat
charter agreements. There were no
profits generated under profit sharing
agreements in 2022 or 2021.
Depreciation was USD 36.5 million in
2022 versus USD 34.4 million in 2021.
AMSC’s operating profit (EBIT) was USD
52.0 million in 2022 versus USD 49.2
million in 2021.
Net financial items were negative
USD 23.1 million in 2022 compared to
negative USD 25.7 million in 2021. Net
financial items of negative USD 23.1
million in 2022 consist primarily of net
interest expense of USD 34.6 million
and foreign exchange loss of USD 0.1
million, offset by change in the mark-to-
market valuation of interest rate swap
agreements of USD 11.2 million and a
realized gain of USD 0.4 million in relation
to AMSC’s investment in the liquidated
Philly Tankers AS. Net financial 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 change in the
mark-to-market valuation of interest rate
swap agreements of USD 4.8 million.
Net profit before tax for 2022 and 2021
was USD 28.9 million and USD 23.6
million, respectively.
Deferred income tax expense was USD
9.8 million in 2022 compared to USD
9.9 million in 2021. Income tax expense
in 2022 was USD 0.4 million (USD 0.2
million in 2021).
AMSC’s 2022 net income was USD 18.6
million versus USD 13.4 million in 2021.
The 2022 basic and diluted earnings
per share (EPS) were USD 0.29. The
corresponding figures for 2021 were USD
0.22, for both basic and diluted EPS.
Consolidated Cash flow statement
The Company’s operating cash flow is
primarily composed of bareboat charter
BOARD OF
DIRECTORS’
REPORT
Charter Remaining Charter
Vessel Expiration Operator Extension Options
Overseas Tampa Jun 2025 OSG 2 x 5 year followed by 5 x 1 year
Seakay Star Jan 2026 Keystone 2 x 1 year
Seakay Sky Jan 2026 Keystone 2 x 1 year
Seakay Valor Jan 2026 Keystone None
Overseas Boston Dec 2026 OSG Unlimited 3 and 5 year
Overseas Nikiski Dec 2026 OSG Unlimited 3 and 5 year
Overseas Martinez Dec 2026 OSG Unlimited 3 and 5 year
Overseas Anacortes Dec 2026 OSG Unlimited 3 and 5 year
Overseas Houston Dec 2026 OSG Unlimited 3 and 5 year
Overseas Long Beach Dec 2026 OSG Unlimited 3 and 5 year
Normand Maximus Oct 2027 Solstad subsidiary 2 x 5 year
ANNUAL REPORT 2022 - 15
AMSC ASA
hire received, less interest paid. Total
net cash flow from operating activities
in 2022 was positive USD 62.5 million
(USD 58.4 million in 2021). This year-
over-year increase is partially due to
cash received on termination of the
interest rate swap contracts associated
with the BNP secured loan of USD 10.2
million.
Net cash flow used in investing activi-
ties in 2022 includes the investment in
Normand Maximus of USD 157.2 million
and USD 15.0 million invested in five
ballast water management systems for
the U.S. Jones Act fleet. In 2021, there
were no cash flows used in investing
activities.
Net cash flow from financing activities
in 2022 was USD 98.8 million, which
included USD 26.9 million in vessel
debt installments, USD 30.4 million
in dividends paid, USD 1.7 million in
loan fees paid, offset by proceeds from
the DNB loan of USD 110.0 million,
proceeds from the capital raise of USD
37.6 million and proceeds from early
termination of interest rate swaps of
USD 10.2 million. 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, USD 0.4
million in loan fees paid, offset by the
bond tap issue raised in 2021 of USD
20.0 million.
Consolidated Statement of financial
position
As of 31 December 2022, AMSC had cash
on deposit with banks totaling USD 50.5
million. Of this total amount, USD 5.0
million is cash held for specified uses. The
corresponding amounts for 2021 were
USD 61.3 million in cash on deposit with
banks and USD 5.4 million in cash held
for specified uses.
Other current assets were USD 12.9
million as of 31 December 2022 and USD
14.9 million as of 31 December 2021 and
related mostly to the current portion of
the long-term receivables due from OSG
and the single-purpose subsidiary of
Solstad.
Property, plant and equipment as of 31
December 2022 was USD 750.8 million
(USD 615.1 million as of 31 December
2021), consisting of eleven vessels in
2022 and ten vessels in 2021.
Interest-bearing long-term receivables
totaled USD 7.2 million as of 31 De-
cember 2022 (USD 7.3 million as of
31 December 2021) and represent the
interest-bearing deferred bareboat char-
ter hire (“DPO”) due from OSG and the
single-purpose subsidiary of Solstad.
Deferred tax assets totaled USD 2.9
million as of 31 December 2022 (USD
11.3 million as of 31 December 2021)
and represent AMSC’s Norwegian net
deferred tax assets.
Derivative financial assets were USD 4.7
million as of 31 December 2022 (USD 3.6
million as of 31 December 2021).
As of 31 December 2022, total assets
were USD 829.3 million (USD 713.6 mil-
lion as of 31 December 2021).
As of 31 December 2022, total equity
was USD 175.0 million. The equity ratio
was 21.1% of total assets. Corresponding
amounts for 2021 were USD 149.2 mil-
lion and 20.9%, respectively.
Total current liabilities as of 31 December
2022 were USD 80.2 million, consisting
of USD 78.0 million in short-term in-
terest-bearing debt, USD 2.2 million in
other payables and USD 0.1 million in tax
payable. The corresponding total current
liabilities as of 31 December 2021 were
USD 36.4 million, consisting of USD 35.3
million in short-term interest-bearing
debt, USD 1.0 million in other payables
and USD 0.1 million in tax payable.
Non-current liabilities totaled USD 574.1
million on 31 December 2022, consisting
of long-term bank debt of USD 341.4
million related to the eleven vessels
owned by AMSC, bond debt of USD 220.0
million, offset by unamortized loan fees
of USD 6.1 million, and deferred tax
liability of USD 18.8 million. Non-current
liabilities totaled USD 528.0 million on 31
December 2021, consisting of long-term
bank debt of USD 298.7 million related
to the ten vessels owned by AMSC, bond
debt of USD 220.0 million, offset by
unamortized loan fees of USD 6.9 million,
and deferred tax liability of USD 16.2
million.
Consolidated tax position
AMSC has federal net operating losses
carryforward (NOLs) as of 31 December
2022 of USD 413.6 million in the U.S. and
USD 62.7 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 and tax
depreciation.
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 as of 1 January 2021,
in accordance with simplified IFRS, the
first year of simplified IFRS for the parent
company accounts. Refer to note 2 in the
parent company financial statements for
impacts of this change..
Parent Company Income Statement
In 2022 and 2021, AMSC had operating
revenues of USD 3.2 million and USD
1.3 million, respectively. Revenues are
related to management fees billed to
AMSC’s U.S. subsidiaries. The Company
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2022 - 16
AMSC ASA
had breakeven operating profit in 2022
(operating loss of USD 1.1 million in
2021).
Net financial items were positive USD
52.1 million in 2022 compared to USD
23.5 million in 2021. Net financial items
of positive USD 52.1 million in 2022
consist of dividends from U.S. subsidiar-
ies of USD 39.0 million, interest income
from intercompany loans of USD 10.7
million, guarantee fees from subsidiar-
ies of USD 1.9 million, a realized gain
of USD 0.4 million in relation to AMSC’s
investment in the liquidated Philly
Tankers AS, income on bank deposits
of USD 0.2 million, offset by foreign
exchange loss of USD 0.1 million. Net
financial items of positive USD 23.5 mil-
lion in 2021 consist of dividends from
U.S. subsidiaries of USD 13.0 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 profit before tax for 2022 and 2021
was USD 52.1 million and USD 22.3
million, respectively.
Deferred income tax expense was USD
4.9 million in 2022 compared to USD 2.9
million in 2021.
AMSC’s 2022 net income was USD 47.2
million versus USD 19.4 million in 2021.
Parent Company Cash flow statement
The Company’s operating cash flow
is primarily composed of dividends
received, interest and other fees charged
to the U.S. subsidiaries. Total net cash
flow from operating activities in 2022
was positive USD 45.8 million (USD 23.1
million in 2021).
Net cash flow used in investing activities
in 2022 was USD 48.7 million, repre-
senting AMSC’s investment in Offshore
Leasing I AS (0 in 2021).
Net cash flow from financing activities in
2022 was USD 7.2 million, which included
dividends paid of USD 30.4 million, offset
by proceeds from the capital raise of
USD 37.6 million. Net cash flow used in
financing activities in 2021 was USD 25.5
million.
Parent Company Statement of financial
position
As of 31 December 2022, AMSC ASA had
cash on deposit with banks totaling USD
15.6 million (USD 11.3 million as of 31
December 2021).
Other current assets were USD 3.4
million as of 31 December 2022 and
USD 0.1 million as of 31 December 2021
and related to trade receivables, prepaid
expenses and withheld taxes.
Shares in subsidiaries totaled USD 38.5
million as of 31 December 2022 (USD
38.5 million as of 31 December 2021)
and represent AMSC’s book value of its
investment in ATHC and OSL I.
Interest-bearing long-term receivables to-
taled USD 143.1 million as of 31 December
2022 (USD 89.6 million as of 31 December
2021) and represents the intercompany
receivable due from ATI and OSL I.
Deferred tax assets totaled USD 5.2
million as of 31 December 2022 (USD
11.3 million as of 31 December 2021)
and represent AMSC’s Norwegian net
operating losses in carryforward.
As of 31 December 2022, total assets
were USD 205.7 million (USD 150.8 mil-
lion as of 31 December 2021).
As of 31 December 2022, total equity
was USD 204.4 million. The equity ratio
was 99.4% of total assets. Corresponding
amounts for were USD 150.1 million and
99.5%, respectively.
Total current liabilities as of 31 December
2022 were USD 1.3 million, consisting of
dividend and other payables. The corre-
sponding total current liabilities as of 31
December 2021 were USD 0.7 million, for
other payables.
RISKS
Counterparty risk and charter renewal risk
The operational risks facing AMSC
principally relate to the commercial
and financial performance of AMSC’s
counterparties and their operation of
our vessels, re-chartering risk as well as
overall market risk.
Of AMSC’s eleven vessels, six vessels
have bareboat charters expiring in
December 2026, three vessels have
bareboat charters expiring in January
2026, one vessel is contracted through
June 2025 and one vessel is contracted
through October 2027.
During 2022, AMSC’s counterparties have
been diversified, and AMSC is exposed
to credit risk of its counterparties. AMSC
enjoys downside market protection with
“come hell or high water” bareboat con-
tracts and through the twelve to six months
month notice period to redeliver vessels
which provides management with ample
time to find alternative employment for
the assets. The Jones Act tankers are all on
contracts towards reputable counterparts
who have secured, in some cases, back-to-
back medium term time charters for the
vessels, while the offshore construction
vessel is on a contract with a single purpose
company with limited funding.
AMSC continues to closely monitor its
employment and counterparty risk, as
well as Jones Act tanker market and off-
shore services market fundamentals.
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. AMSC
is also exposed to regulatory risk and
political risk.
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2022 - 17
AMSC ASA
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 refinancing
risk. AMSC’s overall risk management
program focuses on the unpredictabil-
ity of financial markets and seeks to
minimize potential adverse effects on
AMSC’s financial performance. AMSC
uses derivative financial instruments to
hedge certain risk exposure. The Group is
also exposed to risk related to changes in
taxes in the U.S. and Norway.
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. AMSC faces risk
related to the refinancing of bank debt,
of which USD 35.0 million is due within
12 months. The remainder of the Com-
pany’s bank and bond 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 53.8 million as of 31
December 2022). The outstanding USD
220 million unsecured bond has a fixed
coupon.
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 2022.
THE GOING CONCERN ASSUMPTION
In view of AMSC’s financial position,
the Board confirms the going concern
assumptions and that the 2022 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 AMSC ASA
(“AMSC ASA”) shows an after-tax profit
for the year 2022 of USD 47.2 million,
due to dividends received, management
and guarantee fees from its subsidiaries
and interest income on intercompany
loans. AMSC ASA is the Norwegian parent
company owning 100% of the U.S. and
Norwegian subsidiaries.
The Board of Directors has allocated the
profit for the year as shown below:
Dividend payments USD 30.4 million
Transferred from
share premium (USD 30.4 million)
Transferred to
other equity USD 47.2 million
Total allocated USD 47.2 million
The Board of Directors was granted
authorization to pay dividends based on
the Company’s annual accounts for 2021
at the Annual General Meeting in 2022,
which is valid up to the Company’s Annu-
al General Meeting in 2023 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, classified as a return
of capital of USD 0.12 per share (USD
8.6 million in aggregate) on 27 February
2023. The dividend was paid on 15 March
2023.
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,
environment and corruption. In addition,
AMSC is committed to report on ESG,
which is the consideration of environ-
mental, 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. The
Normand Maximus was built in 2016
and is among the most modern subsea
construction vessel in the world. Under
its lease agreements, the charterers are
responsible for the day-to-day operation
of the vessels. In addition, the ships’
crews are managed by the charterer.
AMSC chooses reputable counterparties
with corresponding commitments to
meeting and exceeding environmental
regulations and social responsibility and
safety standards. AMSC’s bareboat
contracts 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 relevant classification
society (ABS and DNV) and international
environmental regulations. The lease
agreements also include requirements
for the charterer 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. AMSC’s charterers
are obligated to notify AMSC of serious
incidents. There have been no such
reported incidents during 2022.
The Jones Act ships owned by AMSC
are operated under the North American
Emissions Control Area. The fleet is
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2022 - 18
AMSC ASA
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
Organization (IMO 2020) regulation of
0.5% sulfur content.
AMSC will install ballast water treat-
ment systems on all ten tankers; eight
have been installed to date, while the
remaining two ships are scheduled for
installation in 2023, complying with U.S.
Coast Guard requirements.
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.
Solstad has for a long time been a leader
in sustainable operations in the offshore
service industry. Its Solstad Green Oper-
ations program has been in place since
2009 and has the purpose of reducing
consumption of fuel and emissions. Since
2009, Solstad has improved fuel effi-
ciency by more than 20% across its fleet.
Solstad is committed to the Hong Kong
convention regarding recycling of vessels
and has an active program for waste
management and waste reduction.
Social
All of AMSC’s vessels are operated and
crewed by its counterparties and the
Company does accordingly not have
any formal policies covering safety
of personnel, workers’ rights and the
environment. Nevertheless, our policy is
to meet our responsibilities by choosing
reputable business partners to operate
our vessels and by following the laws
and regulations applicable to our em-
ployees. In addition, during Q1 2023, the
Company opened a whistleblower chan-
nel in accordance with the requirements
in the Norwegian Transparency Act (no:
Åpenhetsloven) which requires us to
make sure human rights and decent
working conditions are respected in our
operations and our supply chains. The
work we do related to the Transparency
Act is part of our integrated approach to
our procurement processes, and the de-
tails will be made available in a separate
statement which will be published to
our website. We believe both AMSC and
our business partners share a common
commitment 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 con-
siderably better than international crew
compensation. Solstad directly employs
about 90% of its crew who also typically
are members of a labor union. Solstad
is a member of Norwegian Shipowners
Association and make use of their tariff
agreements.
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.
AMSC 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 2022, 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 Euronext Oslo Stock Exchange
listed company, AMSC complies with
stringent governance rules. AMSC 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
value creation over time, to the benefit
of shareholders and other stakeholders.
AMSC’s corporate governance guidelines
are presented in greater detail on page
77 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 miti-
gate 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
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2022 - 19
AMSC ASA
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 77.
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 2022 are as follows:
Chair Annette Malm Justad
Board Member Peter D. Knudsen
Board Member Frank O. Reite
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 entire U.S. Jones Act tanker fleet is
presently more or less fully employed
on term charters. Charter rates are now
around USD 70,000 per day based on
recent contract fixtures. The combination
of demand for clean products across the
USA, increasing transportation needs
for renewable fuel and favorable market
conditions for transporting crude oil do-
mestically, drives the demand side in the
Jones Act tanker market. The supply side
of the market remains stable with limited
U.S. yard capacity and rising newbuilding
costs, making it unlikely for newbuilds to
enter the market for years to come. The
combination of strong demand and stable
supply is likely to maintain a robust Jones
Act tanker market going forward.
MR tankers are a reliable means of
transportation and a key part of the infra-
structure transporting fuel and crude oil
across the USA. AMSC’s 10 tankers are a
key part of the Jones Act fleet, represents
about 30% of the modern tankers, and are
attractive assets for Jones Act charterers.
The offshore services market is currently
experiencing increased activity and
demand, particularly for subsea assets.
The backlog for subsea EPC contracts, as
reported by the three largest contractors,
is continuing to grow and is currently
at levels seen 10 years ago. Solstad
announced in December 2022 that it
has secured two contracts that have a
combined duration of minimum 200 days
plus additional option periods, with a
minimum revenue of approximately USD
50 million.
AMSC continues to enjoy downside
protection with “come hell or high water”
bareboat contracts, with three vessels on
contract until January 2026, six vessels
on contract until December 2026, one
vessel on contract until June 2025 and
one vessel on contract until October
2027. The Jones Act tankers are all on
contracts towards reputable counterparts
who have secured, a solid time charter
backlog for the vessels while the offshore
construction vessel is on a contract to a
single purpose company who has secured
short term time charter cover in 2023.
Lysaker, 28 March 2023
The Board of Directors - AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite
Chair Board Member Board Member
Pål Magnussen
President/CEO
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2022 - 20
AMSC ASA
AMSC ASA’s consolidated financial state-
ments have been prepared in accordance
with International Financial Reporting
Standards as adopted by the EU and
additional disclosure requirements in the
Norwegian Accounting Act. The separate
financial statements for AMSC ASA have
been prepared in accordance with simpli-
fied IFRS. The Board of Directors’ Report
for the group and the parent company is
in accordance with the requirements in
the Norwegian Accounting Act and Nor-
wegian Accounting Standard no. 16 as of
31 December 2022.
To the best of our knowledge:
The consolidated and parent annual
financial statements for 2022 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 2022 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 AMSC ASA as
of and for the year ended 31
December 2022 (Annual Re-
port 2022).
BOARD
RESPONSIBILITY
STATEMENT
Lysaker, 28 March 2023
The Board of Directors - AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite
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 39
NOTE 13: INTEREST-BEARING LOANS AND LIABILITIES 40
NOTE 14: LEASES 43
NOTE 15: TRADE AND OTHER PAYABLES 43
NOTE 16: FINANCIAL INSTRUMENTS 44
NOTE 17: SHARES OWNED OR CONTROLLED 49
NOTE 18: TRANSACTIONS AND AGREEMENTS WITH RELATED PARTIES 51
NOTE 19: OPERATING SEGMENTS 51
NOTE 20: CLIMATE RISK 53
NOTE 21: EVENTS AFTER THE BALANCE SHEET DATE 53
GROUP
ANNUAL ACCOUNTS
AMSC ASA
ANNUAL REPORT 2022 - 22
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
31. Dec. 31. Dec.
Amounts in USD thousands Note 2022 2021
ASSETS
Property, plant and equipment 6 750 787 615 117
Deferred tax assets 5 2 930 11 333
Interest-bearing long-term receivables 7, 16 7 183 7 292
Derivative financial assets 9, 16 4 658 3 631
Other non-current assets 317 -
Total non-current assets 765 875 637 373
Other receivables 8, 16 12 716 14 553
Tax receivable 5 210 317
Cash held for specified uses 16 5 020 5 449
Cash and cash equivalents 16 45 474 55 872
Total current assets 63 420 76 192
TOTAL ASSETS 829 295 713 564
EQUITY AND LIABILITIES
Share capital and share premium 11 165 508 158 347
Retained earnings / (accumulated deficit) 9 511 (9 141 )
Total equity attributable to equity holders of the parent 175 020 149 205
Total equity 175 020 149 205
Interest-bearing loans 13, 16 555 262 511 761
Deferred tax liabilities 5 18 806 16 172
Total non-current liabilities 574 068 527 933
Interest-bearing loans 13, 16 77 957 35 363
Trade and other payables 15 2 154 954
Tax payable 5 96 110
Total current liabilities 80 207 36 427
Total liabilities 654 276 564 359
TOTAL EQUITY AND LIABILITIES 829 295 713 564
Lysaker, 28 March 2023
The Board of Directors
AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite Pål Magnussen
Chair Board Member Board Member President/CEO
GROUP
ANNUAL ACCOUNTS - GROUP
AMSC ASA
ANNUAL REPORT 2022 - 23
CONSOLIDATED INCOME
STATEMENT
Amounts in USD thousands Note 2022 2021
Leasing revenues 14 93 654 88 193
Wages and other personnel expenses 2, 17 (2 174 ) (1 683 )
Other operating expenses 3 (2 948 ) (2 900 )
Operating profit before depreciation 88 532 83 610
Depreciation 6 (36 515 ) (34 404 )
Operating profit 52 017 49 206
Net profit from equity accounted investees 4 406 -
Financial income 4 12 860 6 623
Financial expenses 4 (36 414 ) (32 268 )
Income before income tax 28 869 23 561
Income tax (expense) / benefit 5 (10 216 ) (10 151 )
Net income for the year 18 652 13 409
Basic and diluted earnings per share 10 0.29 0.22
Amounts in USD thousands (except per share) 2022 2021
Net income for the year 18 652 13 409
Other comprehensive income for the period, net of tax - -
Total comprehensive income for the year 18 652 13 409
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 24
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
Share Share Accum. Total
Amounts in USD thousands Note Capital Premium deficit equity
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, classified as return of capital 11 - (25 459 ) - (25 459 )
Balance at 31 December 2021 96 366 61 980 (9 141 ) 149 205
Total comprehensive income for the year - - 18 652 18 652
Reduction of share capital 11 (86 729 ) 86 729 - -
Equity issued 11 1 070 36 537 - 37 607
Dividends paid, classified as return of capital 11 - (30 446 ) - (30 446 )
Balance at 31 December 2022 10 707 154 801 9 511 175 020
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 25
CONSOLIDATED CASH FLOW
STATEMENT
Amounts in USD thousands Note 2022 2021
Net income before taxes 28 869 23 561
Non-cash amortization of loan fees and other non-cash items 4 297 2 790
Unrealized (gain) interest swaps 9 (11 199 ) (4 841 )
Net interest expense 4 32 044 27 594
Depreciation 6 36 515 34 404
(Increase)/decrease in:
Other current assets 8 (2 677 ) (507 )
Other long-term operating assets 7 3 957 1 944
Change in other assets and liabilities 15 532 570
Interest paid 4 (31 511 ) (28 603 )
Interest received 4 1 711 1 452
Net cash flow from operating activities 62 537 58 363
Investments in ships 6 (172 185 ) -
Net cash flow used in investing activities (172 185 ) -
Repayment of interest bearing loans 13 (26 863 ) (26 863 )
Loan fees paid 13 (1 650 ) (423 )
Proceeds from early termination of interest rate swaps 9 10 171 -
Proceeds from interest bearing debt 13 110 000 20 000
Proceeds from share capital raise 11 37 607 -
Repurchase of treasury shares - (164 )
Proceeds from sale of treasury shares - 135
Dividends paid, classified as return of capital 11 (30 446 ) (25 459 )
Net cash flow from/(used in) financing activities 98 821 (32 774 )
Net change in cash and cash equivalents (10 827 ) 25 589
Cash and cash equivalents, including cash
for specified uses as of 1 January 61 322 35 733
Cash and cash equivalents, including cash for
specified uses as of 31 December 16 50 494 61 322
Non restricted cash as of 31 December 45 474 55 872
Cash held for specified uses as of 31 December 16 5 020 5 449
Cash and cash equivalents, including cash for
specified uses as of 31 December 16 50 494 61 322
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 26
NOTE 1: ACCOUNTING PRINCIPLES
GROUP
NOTES TO THE CONSOLIDATED
ACCOUNTS
AMSC ASA
ANNUAL REPORT 2022 - 27
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 28
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 29
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 30
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 31
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 32
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 33
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 34
AMSC ASA
ANNUAL REPORT 2022 - 35
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 36
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 37
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 38
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 39
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 40
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 41
AMSC ASA
ANNUAL REPORT 2022 - 42
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 43
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 44
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 45
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 46
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 47
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 48
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 49
NOTE 17: SHARES OWNED AND REMUNERATION PAID TO BOARD OF DIRECTORS AND
SENIOR EMPLOYEES OF THE AMSC ASA GROUP
NOTE 17: SHARES OWNED OR CONTROLLED
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 50
NOTE 17: SHARES OWNED AND REMUNERATION PAID TO BOARD OF DIRECTORS AND
SENIOR EMPLOYEES OF THE AMSC ASA GROUP (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 51
GROUP
AMSC ASA
ANNUAL REPORT 2022 - 52
GROUP
NOTE 19: OPERATING SEGMENTS (CONTINUED)
AMSC ASA
ANNUAL REPORT 2022 - 53
NOTE 19: OPERATING SEGMENTS (CONTINUED)
GROUP
STATEMENT OF FINANCIAL POSITION 55
INCOME STATEMENT 56
STATEMENT OF COMPREHENSIVE INCOME 56
CASH FLOW STATEMENT 57
NOTES TO THE ACCOUNTS 58
NOTE 1: ACCOUNTING PRINCIPLES 58
NOTE 2: FIRST TIME ADOPTION OF IFRS 60
NOTE 3: SHARES IN SUBSIDIARIES AND ASSOCIATES 63
NOTE 4: TAX 64
NOTE 5: LONG-TERM RECEIVABLES 65
NOTE 6: TOTAL EQUITY 66
NOTE 7: CASH AND CASH EQUIVALENTS 67
NOTE 8: OTHER OPERATING AND FINANCIAL INCOME/EXPENSES 68
NOTE 9: SHARES OWNED BY DIRECTORS AND MANAGEMENT 68
NOTE 10: GUARANTEES 68
NOTE 11: EVENTS AFTER THE BALANCE DATE 68
PARENT
ANNUAL ACCOUNTS
AMSC ASA
ANNUAL REPORT 2022 - 55
STATEMENT OF
FINANCIAL POSITION
31. Dec. 31. Dec.
Amounts in USD thousands Note 2022 2021
ASSETS
Shares in subsidiaries 3 38 461 38 457
Deferred tax asset 4 5 206 11 333
Long-term receivable group companies 5 143 068 89 604
Total financial non-current assets 186 735 139 393
Total non-current assets 186 735 139 393
Other short-term receivables 3 363 97
Cash and cash equivalents 7 15 644 11 339
Total current assets 19 008 11 436
TOTAL ASSETS 205 743 150 830
EQUITY AND LIABILITIES
Share capital 10 707 96 366
Share premium reserve 154 802 61 981
Total paid in capital 165 508 158 347
Other equity 38 920 (8 255)
Total retained earnings 38 920 (8 255)
Total equity 6 204 428 150 092
Other short-term debt 1 314 738
Total short-term liabilities 1 314 738
TOTAL EQUITY AND LIABILITIES 205 743 150 830
PARENT
ANNUAL ACCOUNTS - PARENT
Lysaker, 28 March 2023
The Board of Directors
AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite Pål Magnussen
Chair Board Member Board Member President/CEO
AMSC ASA
ANNUAL REPORT 2022 - 56
INCOME
STATEMENT
Amounts in USD thousands Note 2022 2021
Management fee from subsidiaries, U.S. based 3 186 1 271
Other operating expenses 8 (3 159) (2 381)
Operating loss 26 (1 110)
Interest income from group companies 5 10 732 8 839
Dividends from subsidiaries 39 000 13 000
Other interest and financial income 8 2 468 2 225
Other interest and financial expenses 8 (130) (607)
Profit after financial items 52 097 22 347
Deferred income tax benefit / (expense) 4 (4 922) (2 945)
Income tax expense 4 - 4
Profit / (loss) for the period 47 175 19 406
Allocation of net profit / (loss):
Profit / (loss) 47 175 19 406
Other equity 6 (47 175) (19 406)
PARENT
Amounts in USD thousands (except per share) 2022 2021
Net income/(loss) for the period 47 175 19 406
Other comprehensive income for the period, net of tax - -
Total comprehensive income for the period 47 175 19 406
STATEMENT OF
COMPREHENSIVE INCOME
AMSC ASA
ANNUAL REPORT 2022 - 57
CASH FLOW
STATEMENT
Amounts in USD thousands Note 2022 2021
Profit / (loss) before tax 52 097 22 347
Unrealized foreign exchange (gain)/loss and
unpaid interest expense (3 609) 320
Changes in short term receivables (3 266) 59
Changes in short term liabilities 577 390
Cash flow from operating activities 45 798 23 116
Changes in long term investments 5 (48 654) -
Cash flow used in investing activities (48 654) -
Proceeds from equity raised 6 37 607 -
Dividends paid, classified as return of capital 6 (30 446) (25 459)
Repurchase of treasury shares 6 - (164)
Proceeds from sale of treasury shares 6 - 135
Cash flow from/(used in) financial activities 7 162 (25 488)
Cash flow for the year 4 305 (2 372)
Cash and cash equivalents 1 January 11 339 13 711
Cash and cash equivalents 31 December 15 644 11 339
PARENT
AMSC ASA
ANNUAL REPORT 2022 - 58
NOTE 1: ACCOUNTING PRINCIPLES
CORPORATE INFORMATION
AMSC ASA (“Company” or “AMSC”) is a Norwegian limited liability company incorporated and domiciled in Norway whose
shares are traded on Euronext Oslo Børs. The Company was established in 2005 and the registered office is Oksenøyveien
10, P.O. Box 230, NO-1366 Lysaker.
BASIS OF PREPARATION
First time adoption simplified IFRS.
These financial statements, for the year ended 31 December 2022, and 2021 comparative figures, are prepared in
accordance with International Financial Reporting Standards (IFRS) simplified in accordance with the Norwegian regulation
for simplified IFRS (“Forskrift om forenklet anvendelse av internasjonale regnskapsstandarder”) without any exemption.
Previously, for all periods up to and including the year ended 31 December 2021, AMSC ASA prepared its financial
statements in accordance with Norwegian accounting standards and guidelines for good accounting practice (Norwegian
GAAP).
SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with simplified 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 recognized
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 judgement and complexity, and may result in significant variation in
amounts:
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 differences.
Determining these amounts is subject to uncertainty and is based primarily upon historical earnings, reversals of taxable
temporary differences and expected earnings. See note 4 for further discussion.
SUBSIDIARIES
Investments in subsidiaries are included in the Company financial statements using the cost method. Investments are
written down to the fair value if impairment is identified. Dividends and company contributions from subsidiaries are
recognized as income from the investment in the subsidiary in the year that the allocation is made by the subsidiary.
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 financial assets and financial liabilities are initially recognized at fair value and subsequent recognization is at
amortized cost.
NOTES TO THE
ACCOUNTS
PARENT
AMSC ASA
ANNUAL REPORT 2022 - 59
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
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.
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 2022 was
9.86 and the average rate during 2022 was 9.62 NOK/USD.
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.
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.
DIVIDENDS PAID
Dividends are accounted for on a cash basis.
REVENUE RECOGNITION
The Company’s revenues consist of management fees charged to foreign subsidiaries and are recognized when earned.
PENSIONS
Norwegian companies are required to have occupational pension schemes according to the law on compulsory occupational
pension, and the Company operates in accordance with these requirements. 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.
IMPAIRMENT OF NON-CURRENT INTERCOMPANY LOANS
The company assesses on a forward-looking basis the expected credit losses associated with its other non-current
intercompany loans.
PARENT
AMSC ASA
ANNUAL REPORT 2022 - 60
NOTE 2: FIRST TIME ADOPTION OF IFRS
As of 1 January 2021 AMSC transitioned to simplified IFRS (“sIFRS”). For the year ended 31 December 2021, AMSC
prepared its financial statements in accordance with sIFRS and has restated the 1 January 2021 opening balance sheet to
be in accordance with simplified IFRS.
AMSC has chosen to account for dividends on a cash basis. This policy deviates from NGAAP and thus USD 7.3 million was
reclassified as of year-end 2021.
The Company’s dividends received from subsidiaries are considered income in the parent company accounts. Thus, USD
2 million was reclassified as income during 2021. The tax effect of this reclassification was immaterial. There were no
adjustments made to the beginning balance as of 1 January 2021.
AMSC assessed the carrying amount of financial assets in accordance with IFRS 9 and determined the 12 month expected
credit loss is immaterial and thus no credit losses have thus been recognized.
Reconciliation of the Company’s equity reported in accordance with NGAAP to its equity in accordance with IFRS, as of 31
December 2021:
Adjustments and IFRS
Amounts in USD thousands Norwegian GAAP reclassifications 31 Dec 2021
ASSETS
Shares in subsidiaries 36 457 2 000 38 457
Deferred tax asset 11 333 11 333
Long-term receivable group companies 89 604 89 604
Total non-current assets 137 393 2 000 139 393
Other short-term receivables 97 97
Cash and cash equivalents 11 339 11 339
Total current assets 11 436 - 11 436
Total assets 148 830 2 000 150 830
EQUITY AND LIABILITIES
Share capital 96 366 96 366
Share premium reserve 54 707 7 274 61 981
Total paid in capital 151 073 7 274 158 347
Other equity (10 255) 2 000 (8 255)
Total retained earnings (10 255) 2 000 (8 255)
Total equity 140 818 9 274 150 092
Dividend payable 7 274 (7 274) -
Other short-term debt 738 738
Total short-term liabilities 8 012 (7 274) 738
Total equity and liabilities 148 830 2 000 150 830
PARENT
AMSC ASA
ANNUAL REPORT 2022 - 61
NOTE 2: FIRST TIME ADOPTION OF IFRS (CONTINUED)
Reconciliation of the Company’s statement of comprehensive income reported in accordance with NGAAP to its equity in
accordance with IFRS, for the year ended 31 December 2021:
Adjustments and IFRS
Amounts in USD thousands Norwegian GAAP reclassifications 31 Dec 2021
Management fee from subsidiaries, U.S. based 1 271 1 271
Other operating expenses (2 381) (2 381)
Operating loss (1 110) - (1 110)
Interest income from group companies 8 839 8 839
Dividends from subidiaries 11 000 2 000 13 000
Other interest and financial income 2 225 2 225
Other interest and financial expenses (607) (607)
Profit after financial items 20 347 2 000 22 347
Deferred income tax benefit / (expense) (2 945) - (2 945)
Income tax expense 4 - 4
Profit / (loss) for the period 17 406 2 000 19 406
Allocation of net profit / (loss):
Profit / (loss) 17 406 2 000 19 406
Other equity (17 406) (2 000) (19 406)
PARENT
AMSC ASA
ANNUAL REPORT 2022 - 62
NOTE 2: FIRST TIME ADOPTION OF IFRS (CONTINUED)
Reconciliation of the Company’s statement of cash flows reported in accordance with NGAAP to its equity in accordance
with IFRS, for the year ended 31 December 2021:
Adjustments and IFRS
Amounts in USD thousands Norwegian GAAP reclassifications 31 Dec 2021
Profit / (loss) before tax 20 347 2 000 22 347
Unrealized foreign exchange (gain)/loss and
unpaid interest expense 320 320
Changes in short term receivables 59 59
Changes in short term liabilities 390 390
Cash flow from operating activities 21 116 2 000 23 116
Changes in long term investments 2 000 (2 000) -
Cash flow from investing activities 2 000 (2 000) -
Dividends / return of capital paid (25 459) (25 459)
Repurchase of treasury shares (164) (164)
Proceeds from sale of treasury shares 135 135
Proceeds from / (repayments of) other
interest-bearing debt - -
Cash flow used in financial activities (25 488) - (25 488)
Cash flow for the year (2 372) - (2 372)
Cash and cash equivalents 1 January 13 711 - 13 711
Cash and cash equivalents 31 December 11 339 - 11 339
PARENT
AMSC ASA
ANNUAL REPORT 2022 - 63
NOTE 3: SHARES IN SUBSIDIARIES AND ASSOCIATES
This item comprises the following as of 31 December 2022:
Ownership
of common Voting Business Historical Book
Amounts in USD thousands shares (%) rights (%) address cost value
American Tanker Holding Company, Kennett Square,
Inc. (ATHC) 100% 100% PA, USA 38 458 38 458
Offshore Leasing I AS (OSL1) 100% 100% Lysaker, Norway 3 3
Total shares 38 461 38 461
Amounts in USD thousands ATHC OSL1
Subsidiaries’ 2022 results after tax in USD thousands 12 603 (1 232)
Subsidiaries’ equity attributable to common shareholders at 31 December 2022 10 179 (1 229)
AMSC ASA (“AMSC”) is the Norwegian parent company and is listed on Euronext Oslo Børs. AMSC ASA owns ATHC 100%.
ATHC, ATI and ASC are intermediary holding companies. Each of the Company’s ten U.S. Jones Act 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 Keystone and vessel debt directly with BNP Paribas, Prudential or CIT Bank. During 2022, AMSC acquired Offshore
Leasing I AS, a shell company, and owns 100% of OSL1. OSL1 owns the Normand Maximus and has vessel debt with DNB.
The Group’s unsecured bond is issued by ATI.
From 2014 through 2019, AMSC held a 20% ownership stake in Philly Tankers AS. During 2022, AMSC received USD 0.4
million related to the closure of an escrow account in connection with the liquidation of Philly Tankers AS (“PTAS”), which
occurred in 2019. This amount is reflected in other financial income in 2022.
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.
PARENT
AMSC ASA
ANNUAL REPORT 2022 - 64
NOTE 4: TAX
The table below shows the difference between book and tax values at the end of 2022 and 2021, and the amounts of
deferred taxes at these dates and the change in deferred taxes.
Norwegian tax payable:
Amounts in USD thousands 2022 2021
Profit/(loss) before tax USD accounts in USD 52 097 20 347
Difference between NOK and USD accounts 8 455 3 203
Profit before tax measured in NOK for taxation purposes 60 552 23 550
Permanent differences (dividends) (38 352) (10 211)
Change in temporary differences (7 133) (2 879)
Other differences - 48
FX effect on opening balance of loss carried forward 6 618 2 466
Estimated profit for tax purposes 21 685 12 975
Utilization of loss carried forward (21 685) (12 975)
Taxable income / (loss) - -
Tax payable - -
The profit before taxes in NOK are different from the profit 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 1.2 million.
Norwegian deferred tax:
Amounts in USD thousands 2022 2021
Other differences (17 507) (11 345)
Operating loss carried forward 41 172 62 858
Total differences 23 665 51 513
Deferred tax asset 5 206 11 333
Book value tax asset 5 206 11 333
AMSC has net operating losses in carryforward as of 31 December 2022 of USD 41.2 million in Norway, with no expiration
date.
PARENT
AMSC ASA
ANNUAL REPORT 2022 - 65
NOTE 5: LONG-TERM RECEIVABLES
Long-term receivables are:
Amounts in USD thousands 2022 2021
Offshore Leasing I AS (OSL1) 50 536 -
American Tanker, Inc. (ATI) 92 532 89 604
Total 143 068 89 604
In 2022, in connection with the acquisition of the Normand Maximus, AMSC provided a USD 60 million revolving credit
facility to Offshore Leasing I AS. The loan is unsecured and bears interest at 10%, with an option to pay interest in kind each
quarter (interest added to principal amount of loan). As of 31 December 2022, USD 48.7 million had been drawn on the
facility. In addition, OSL1 paid in kind USD 1.8 million in interest during 2022.
As of 31 December 2021, AMSC holds a USD 30.3 million loan to ATI. The loan to ATI is unsecured and bears interest at
9.5%, with an option to pay interest in kind semi-annually. During 2022, ATI paid USD 1.4 million in interest payments to
AMSC and paid in kind USD 1.4 million in interest.
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
2022 is USD 62.1 million. During 2022, ATI paid USD 4.5 million in interest payments to AMSC and paid in kind USD 1.5
million in interest. 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.
Management assessed the credit risk of the receivable as low and has not recognized any expected credit losses.
PARENT
AMSC ASA
ANNUAL REPORT 2022 - 66
NOTE 6: TOTAL EQUITY
Changes in equity are:
2022
Share
Share Total paid- Other Total
Amounts in USD thousands capital premium in capital equity equity
Equity as of 1 January 2022 96 366 61 980 158 347 (8 255) 150 092
Reduction of share capital (86 729) 86 729 - - -
Issuance of shares 1 070 36 537 37 607 - 37 607
Dividends paid, classified as return of capital - (30 446) (30 446) - (30 446)
Net result - - - 47 175 47 175
Equity as of 31 December 2022 10 707 154 801 165 508 38 920 204 428
The Annual General Meeting on 22 April 2022 adopted a resolution to reduce the par value of AMSC’s share capital from
NOK 10 per share to NOK 1 per share. Upon completion of the creditor notice period during Q2 2022, the reduced amount
was transferred to other equity and constitutes unrestricted other deposited equity. On 21 September 2022, 6,061,650
new shares were issued in connection with a private placement under the authorization from the Annual General Meeting
(AGM) in 2022 which granted the Board to increase share capital up to 10%. On 10 October 2022, following an Extraordinary
General Meeting (EGM), an additional 5,185,683 shares were issued.
The total outstanding shares of AMSC are 71,863,838 shares each with a par value of NOK 1 per share.
No treasury shares were held as of 31 December 2022.
Subsequent to year-end, the Board declared a dividend classified as return of capital of USD 0.12 per share (USD 8.6 million
in aggregate) on 27 February 2023. The dividend was paid on 15 March 2023.
PARENT
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, classified as return of capital - (19 397) (19 397) - (19 397)
Net result - - - 19 406 19 406
Equity as of 31 December 2021 96 366 61 980 158 347 (8 255) 150 092
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.
AMSC ASA
ANNUAL REPORT 2022 - 67
PARENT
NOTE 6: TOTAL EQUITY
The shares were owned by the following 20 largest parties as of 31 December 2022:
Name Number Percent
AKER CAPITAL AS 13 701 416 19.1%
DNB Markets Aksjehandel/-analyse 11 233 132 15.6%
SKANDINAVISKA ENSKILDA BANKEN AB 10 886 327 15.1%
B.O. STEEN SHIPPING AS 3 650 000 5.1%
Goldman Sachs & Co. LLC 3 509 924 4.9%
TRETHOM AS 2 000 111 2.8%
Pershing LLC 1 078 810 1.5%
CLEARSTREAM BANKING S.A. 953 915 1.3%
Citibank, N.A. 824 081 1.1%
ROAR MAGNESTAD 706 000 1.0%
Skandinaviska Enskilda Banken AB 705 160 1.0%
Avanza Bank AB 372 589 0.5%
VESTVIK PRESERVING AS 365 934 0.5%
NORDNET LIVSFORSIKRING AS 361 517 0.5%
ALPHA FINANS OG EIENDOM INVEST AS 348 000 0.5%
BEDDINGEN FINANS AS 341 306 0.5%
EIGEL INGVAR THOM 311 111 0.4%
Nordnet Bank AB 302 158 0.4%
Citibank, N.A. 286 684 0.4%
Citibank, N.A. 267 476 0.4%
Total 20 largest shareholders 52 205 651 72.6%
Other shareholders 19 658 187 27.4%
Total 71 863 838 100.0%
NOTE 7: CASH AND CASH EQUIVALENTS
There is no restricted cash, except cash in a tax withholding account for employees’ salaries of USD 68 thousand at 31
December 2022.
AMSC ASA
ANNUAL REPORT 2022 - 68
NOTE 9: SHARES OWNED BY THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
NOTE 9: SHARES OWNED BY DIRECTORS AND 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 10: 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.
Senior secured credit facility DNB Bank ASA 110 000 Offshore Leasing I AS
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.
PARENT
NOTE 8: OTHER OPERATING AND FINANCIAL INCOME/EXPENSES
Fees to the auditors of USD 48 thousand (without VAT) for ordinary audit was expensed in 2022. For more information on
fees paid to auditors, 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 2022 and covered
two employees. Board of directors expenses were USD 163 thousand in 2022.
Other interest and financial income in 2022 includes USD 1.9 million of guarantee fees from subsidiaries, USD 0.4 million
profit from equity accounted investees and USD 0.2 million in interest income on bank deposits. Other interest and financial
expenses in 2022 includes realized and unrealized currency losses.
Refer to note 18 in the consolidated accounts for information regarding transactions and agreements with related parties.
NOTE 11: EVENTS AFTER THE BALANCE DATE
On 27 February 2023, the Board authorized a quarterly dividend payment of USD 0.12 per share to the shareholders on
record as of 7 March 2023. The shares in AMSC were traded ex. dividend from and including 6 March 2023, and the dividend
was paid on 15 March 2023. The dividend is classified as a return of paid in capital.
AMSC ASA
ANNUAL REPORT 2022 - 69
AUDITORS’ REPORT
PricewaterhouseCoopers AS, Dronning Eufemias gate 71, Postboks 748 Sentrum, NO-0106 Oslo
T: 02316, org. no.: 987 009 713 MVA, www.pwc.no
Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsførerselskap
To the General Meeting of AMSC ASA
Independent Auditor’s Report
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of AMSC ASA, which comprise:
the financial statements of the parent company AMSC ASA (the Company), which comprise
the statement of financial position as at 31 December 2022, the income statement, the
statement of comprehensive income, 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 AMSC ASA and its subsidiaries (the Group), which
comprise the consolidated statement of financial position as at 31 December 2022, and the
consolidated income statement, statement of comprehensive income, statement of changes in
equity and cash flow statement for the year then ended, and notes to the 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 2022, and its financial performance and its cash flows for the year then ended in
accordance with simplified application of international accounting standards according to
section 3-9 of the Norwegian Accounting Act, and
the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022, 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 relevant laws and regulations in Norway and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including
International Independence Standards) (IESBA Code), and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit
Regulation (537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for one year from the election by the general meeting of the
shareholders on 22 April 2022 for the accounting year 2022.
AMSC ASA
ANNUAL REPORT 2022 - 70
AUDITORS’
REPORT
2 / 5
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.
Key Audit Matters
How our audit addressed the Key Audit
Matter
Impairment assessment for vessels and
equipment
On 31 December 2022, the Group held nine
product tankers, one shuttle tanker and one
subsea construction vessel. The vessels have a
carrying amount of USD 750.8 million.
Indicators of impairment for the vessels were
assessed and management concluded that no
such indicators were present. As a result,
management has not performed an impairment
test.
We focused on management’s impairment
assessment for vessels and equipment due to
the significant carrying value of the vessels and
the judgment inherent in the assessment of
indicators of impairment.
We refer to note 1 - Accounting Principles and
note 6 - Property, plant and equipment where
management explains how they assess the
value of their vessels.
We obtained, evaluated and challenged
management’s assessment of indicators of
impairment and the process by which this was
performed. We assessed management’s
accounting policy against IFRS and obtained
explanations from management as to how the
specific requirements of the standards, in
particular IAS 36 - Impairment of assets, were
met.
As part of management’s assessment,
management compiled independent broker
valuations for the vessels. We satisfied
ourselves that the external brokers had both the
objectivity and the competence to provide the
estimate. To assess this, we interviewed
selected brokers to understand how the
estimates for fair value were compiled. We also
satisfied ourselves that the brokers were
provided with relevant facts to determine such
an estimate, by testing key inputs such as build
date, build location and certain key specificati
ons
back to the ships register.
To assess each of the assumptions in the
impairment indicator assessment, we
interviewed management and challenged their
assumptions. For key assumptions, such as
market rates, we inspected supporting
documentation from third parties on the basis of
which the assumptions were made. We
considered that freight rates used by
management were within an appropriate range
and changes did not lead to any indication of
impairment.
We also assessed management’s process and
results for identification and classification of
CGUs to ensure they were appropriate and in
accordance with relevant accounting standards.
AMSC ASA
ANNUAL REPORT 2022 - 71
AUDITORS’
REPORT
3 / 5
We have read note 1 -
Accounting Principles and
note 6 – Property, plant and equipment and
assessed them to be in line with the
requirements.
No matters of consequence arose from the
procedures above.
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information
in the Board of Directors’ report and the other information accompanying the financial statements. The
other information comprises information in the annual report, but does not include the financial
statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the information in the Board of Directors’ report nor the other information accompanying the financial
statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of
Directors’ report and the other information accompanying the financial statements. The purpose is to
consider if there is material inconsistency between the Board of Directors’ report and the other
information accompanying the financial statements and the financial statements or our knowledge
obtained in the audit, or whether the Board of Directors’ report and the other information
accompanying the financial statements otherwise appear 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 statutory requirements.
Our opinion on the Board of Director’s report applies correspondingly to the statements on Corporate
Governance and Corporate Social Responsibility.
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 simplified application of international accounting standards according to the
Norwegian Accounting Act section 3-9, 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 and using 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
AMSC ASA
ANNUAL REPORT 2022 - 72
AUDITORS’
REPORT
4 / 5
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 skepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error. We design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's and the Group's internal control.
evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
conclude on the appropriateness of management’s use of the going concern basis of
accounting 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's 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.
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
AMSC ASA
ANNUAL REPORT 2022 - 73
5 / 5
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 Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of AMSC ASA, we have performed an assurance
engagement to obtain reasonable assurance about whether the financial statements included in the
annual report, with the file name 5967007LIEEXZXHXNC41-2022-12-31-en, have been prepared, in
all material respects, in compliance with the requirements of the Commission Delegated Regulation
(EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant
to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the
preparation of the annual report in XHTML format, and iXBRL tagging of the consolidated financial
statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all
material respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF
regulation. This responsibility comprises an adequate process and such internal control as
management determines is necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the
ESEF reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 28 March 2023
PricewaterhouseCoopers AS
Anne Kristin Huuse
State Authorised Public Accountant
ANNUAL REPORT 2022 - 74
AMSC ASA
AMSC’s goal is that the Company’s share-
holders will, over time, receive competitive
returns on their investment. The Board
considers the amount of dividend, if any,
to be recommended for approval by the
shareholders on an annual basis. The rec-
ommendation 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 agree-
ments.
DIVIDENDS
The Company paid dividends totaling USD
0.48 per share (USD 30.4 million) in 2022.
The dividends were classified for accounting
purposes as repayment of previously paid in
share premium.
The Norwegian Public Limited Liability Com-
panies Act allows for the Board of Directors
to pay dividends on the basis of an autho-
rization from the General Meeting. At the
2022 Annual General Meeting, the Board
of Directors were granted an authorization
to pay dividends up to an approved amount
at their discretion based on the Company’s
annual accounts for 2021, valid up to the
Company’s Annual General Meeting in
2023. Such authorization facilitated pay-
ment 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 2022, 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 2022, AMSC ASA had
71 863 838 ordinary common shares; each
share with a par value of NOK 1 (see Note
11 to the Company’s 2022 accounts).
The Annual General Meeting on 22 April
2022 adopted a resolution to reduce the
par value of AMSC’s share capital from NOK
10 per share to NOK 1 per share. Upon
completion of the creditor notice period
during Q2 2022, the reduced amount was
transferred to other equity and constitutes
unrestricted other deposited equity.
On 21 September 2022, 6,061,650 new
shares were issued in connection with a
private placement under the authorization
from the Annual General Meeting (AGM) in
2022 which granted the Board to increase
share capital up to 10%. On 10 October
2022, following an Extraordinary General
Meeting (EGM), an additional 5,185,683
shares were issued. No common shares
were issued in 2021.
As of 31 December 2022, the Company had
2,953 shareholders, of whom 7.8 percent
were non-Norwegian shareholders.
AMSC ASA currently 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 Com-
pany is operating 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 2022.
STOCK-EXCHANGE LISTING
The Company’s shares are listed on the Eu-
ronext Oslo Stock Exchange’s main (OSEBX)
list (ticker: AMSC). AMSC’s shares are reg-
AMSC is committed to main-
taining 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 AMSC ASA’s
share price reflects its under-
lying value.
SHARE AND
SHAREHOLDER
INFORMATION
ANNUAL REPORT 2022 - 75
AMSC ASA
istered in the Norwegian Central Securities
Depository; the shares have the securities
registration number ISIN NO 0010272065.
DNB Bank is the Company’s registrar.
SIGNIFICANT SHAREHOLDER
AMSC ASA’s largest shareholder is Aker
Capital AS, which holds 19.1 percent of the
Company’s shares.
From time to time, agreements are entered
into between two or more related com-
panies. 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 governance practice and on
an arm’s length basis. If needed, external,
independent opinions are sought.
CURRENT BOARD AUTHORIZATIONS
The General Meeting in 2022 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 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 2023.
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
Directors the ability to offer its employees
to purchase shares in the Company on
favorable terms, subject to certain lock-up
restrictions.
SHARE AND
SHAREHOLDER
INFORMATION
20 LARGEST SHAREHOLDERS
as of 31 December 2022
Number of Ownership
Shareholder shares held (in %)
AKER CAPITAL AS 13 701 416 19.1%
DNB Markets Aksjehandel/-analyse 11 233 132 15.6%
SKANDINAVISKA ENSKILDA BANKEN AB 10 886 327 15.1%
B.O. STEEN SHIPPING AS 3 650 000 5.1%
Goldman Sachs & Co. LLC 3 509 924 4.9%
TRETHOM AS 2 000 111 2.8%
Pershing LLC 1 078 810 1.5%
CLEARSTREAM BANKING S.A. 953 915 1.3%
Citibank, N.A. 824 081 1.1%
ROAR MAGNESTAD 706 000 1.0%
Skandinaviska Enskilda Banken AB 705 160 1.0%
Avanza Bank AB 372 589 0.5%
VESTVIK PRESERVING AS 365 934 0.5%
NORDNET LIVSFORSIKRING AS 361 517 0.5%
ALPHA FINANS OG EIENDOM INVEST AS 348 000 0.5%
BEDDINGEN FINANS AS 341 306 0.5%
EIGEL INGVAR THOM 311 111 0.4%
Nordnet Bank AB 302 158 0.4%
Citibank, N.A. 286 684 0.4%
Citibank, N.A. 267 476 0.4%
Total 20 largest shareholders 52 205 651 72.6%
Other shareholders 19 658 187 27.4%
Total 71 863 838 100.0%
GEOGRAPHIC DISTRIBUTION
as of 31 December 2022
Number of Ownership
Nationality shares held (in %)
Non-Norwegian shareholders 12 404 797 17.3%
Norwegian shareholders 59 459 041 82.7%
Total 71 863 838 100.0%
ANNUAL REPORT 2022 - 76
AMSC ASA
INVESTOR RELATIONS
AMSC ASA seeks to maintain an open and
direct dialogue with shareholders, financial
analysts, and the financial market in gen-
eral.
Visitors to AMSC’s website at www.ams-
casa.com can subscribe to email delivery of
AMSC news releases.
AMSC’s press releases and investor rela-
tions (IR) publications for the current and
prior years are available at the Company’s
website: www.amscasa.com. This online
resource includes the Company’s quarterly
and annual reports, prospectuses, corporate
presentations, articles of association, finan-
cial calendar, and its Investor Relations and
Corporate Governance policies, along with
other information.
Shareholders can contact the Company at
ir@amscasa.com.
SAVE THE ENVIRONMENT –
READ REPORTS ONLINE
Annual reports are published on the
Company’s website (www.amscasa.com) at
the same time as they are made available
via website release by the Euronext Oslo
Stock Exchange: www.newsweb.no (ticker:
AMSC).
AMSC ASA encourages 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 information; it is
also cost-effective and environmentally
friendly.
Quarterly reports, which are generally only
distributed electronically, are available from
the Company’s website and other sources.
SHARE AND
SHAREHOLDER
INFORMATION
OWNERSHIP STRUCTURE
as of 31 December 2022
Number of Percent of
Shares owned shareholders share capital
1-100 633 0.03%
101-1000 933 0.64%
1001-10,000 1 024 5.14%
10,001-100,000 304 13.03%
100,001-500,000 48 12.62%
over 500,000 11 68.53%
Total 2 953 100.00%
DIVIDEND HISTORY
USD per share
Shareholders who are unable to receive the
electronic version of interim and annual re-
ports, may subscribe to the printed version
by contacting AMSC.
ANNUAL SHAREHOLDERS’ MEETING
AMSC ASA’s annual shareholders’ meeting
is normally held in April. Written notification
is sent to all shareholders individually
or to shareholders’ nominee. To vote at
shareholders’ meetings, shareholders (or
their duly authorized representatives) must
either be physically present, vote by proxy
or vote electronically prior to the sharehold-
ers’ meeting.
2022 SHARE DATA
The Company’s total market capitalization
as of 31 December 2022 was NOK 3,137
million. During 2022, a total of 17,457,080
AMSC ASA shares traded. The shares traded
on 253 trading days.
0.10
Q4-20 Q4-21 Q2-22Q1-22 Q3-22 Q4-22
0.12 0.120.12 0.12 0.12
0.10
Q3-20 Q3-21
0.10
0.08
Q2-20 Q2-21
0.10
0.08
Q1-20 Q1-21
0.10
ANNUAL REPORT 2022 - 77
AMSC ASA
The Board of Directors (the “Board”) of
AMSC 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 princi-
ples 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
AMSC ASA’s subsidiaries where relevant.
The following presents AMSC ASA’s
(hereinafter “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
AMSC’s Corporate Governance principles
are intended to ensure an appropriate
division of roles and responsibilities
among the Company’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.
AMSC ASA’s focus is on build-
ing a premier vessel ownership
position to create maximum
value for its shareholders.
Good corporate governance
will help to reduce risk and
ensure sustainable value
creation.
CORPORATE
GOVERNANCE
ANNUAL REPORT 2022 - 78
AMSC ASA
BUSINESS
The Company’s business model is to own
and bareboat charter vessels for opera-
tion in the U.S. Jones Act and internation-
al shipping and offshore markets through
its wholly owned subsidiary leasing com-
panies. The corporate structure of AMSC,
through its operating subsidiaries in the
United States and Norway, is in confor-
mance with the applicable requirements
of the Jones Act. All of its U.S. Jones Act
vessels are fully qualified to participate
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 an attractive ship owning and lease
finance company
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.
AMSC 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 busi-
ness in line with the principles of equality
and diversity with respect to the compo-
sition 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 16 in the Board of Direc-
tor’s report.
EQUITY AND DIVIDENDS
Equity
The Group’s book equity as of 31 De-
cember 2022 was USD 175.0 million
corresponding to an equity ratio of 21.1
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
AMSC’s dividend policy is included in
the section “Shares and shareholder
information”, on pages 74-76 of this
annual report. The Company’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 finan-
cial situation at the relevant point in time
and applicable restrictions under AMSC’s
financial agreements and applicable laws
and regulations.
Board authorizations
The Board’s proposals for Board au-
thorizations to increase the Company’s
share capital are to be limited to defined
purposes and to be valid only until the
next annual general meeting.
The annual general meeting in 2022
granted an authorization to the Board
to purchase own (treasury) shares in
connection with the Company’s incen-
tive 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 Com-
pany’s scope of operations. The Board
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
2023.
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
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AMSC ASA
The Company is attentive to the principle
of equal treatment of all shareholders. If
existing shareholders’ pre-emptive rights
are waived upon an increase in share
capital, the Board must justify the waiver
and the justification must be 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
AMSC’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
documentation relating to the items on
the agenda, including the recommenda-
tions 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 share-
holders’ 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. Pursuant to clause 10 of the
Company’s articles of association, 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 publication
service www.newsweb.no (ticker: AMSC)
and on the Company’s website
www.amscasa.com.
NOMINATION COMMITTEE
AMSC 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 mem-
ber is normally elected for a two-year pe-
riod. The composition of the nomination
committee reflects the interests of the
shareholders, and its members are inde-
pendent from the Board and executive
management. The members and Chair of
the nomination committee are elected by
AMSC’s annual shareholders’ meeting,
which also approves the remuneration
payable to committee members.
Pursuant to AMSC’s articles of asso-
ciation, 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 nomi-
nation committee. According to these
guidelines, the nomination committee
shall emphasize that candidates for the
Board have the necessary experience,
competence and capacity to perform
their duties in a satisfactory manner.
CORPORATE
GOVERNANCE
ANNUAL REPORT 2022 - 80
AMSC ASA
Furthermore, attention should be paid to
ensure that the Board can function effec-
tively as a collegiate body. A reasonable
representation 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 AMSC’s executive 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 cur-
rent members of the Board are Annette
Malm Justad (Chair), Peter Knudsen and
Frank Reite. Two of the three members
of the Board are independent of the
Company’s significant shareholders and
significant business associates. The Com-
pany 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.
One of the three shareholder-elected
Board members is up for election in
2023.
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 informa-
tion to the Board, professional secrecy,
impartiality, and other issues. In general,
four ordinary board meetings are con-
vened each year, with one meeting held
every quarter. These instructions also
state how the board of directors and
the CEO shall handle agreements with
related parties, including whether an
independent valuation is considered nec-
essary. The transaction 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 pres-
ent 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.
AMSC has prepared guidelines designed
to ensure that members of the Board and
executive management notify the Board
of any direct or indirect stake they may
have in agreements entered into by the
Group.
CORPORATE
GOVERNANCE
ANNUAL REPORT 2022 - 81
AMSC ASA
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’s 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.
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 char-
tering of its 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 amended accounting principles or
other issues in the financial statements.
Financial results 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
AMSC’s financial performance, and the
Company does not grant share options
to the board members. 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 re-
muneration 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 2022 is
presented in Note 17 to the consolidated
accounts.
REMUNERATION OF EXECUTIVE
MANAGEMENT
The Board has adopted guidelines for
remuneration of executive management
in accordance with the Norwegian Public
Limited Company Act section 6-16a.
Salary and other remuneration of AMSC’s
CEO are determined by the Board. The
guidelines are prepared with the aim to
contribute to the company’s commercial
strategy, long-term interests and finan-
cial 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 AMSC’s in-
vestor relations activities is to ensure the
Company’s access to capital at compet-
itive 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
Company’s share price; the Company
is also to comply with current rules
and market practices, including the
requirement of equal treatment. All stock
exchange notifications and press releases
are made available on the Company’s
website www.amscasa.com; stock
exchange notices are also available from
CORPORATE
GOVERNANCE
ANNUAL REPORT 2022 - 82
AMSC ASA
www.newsweb.no. All information that
is distributed to shareholders is simul-
taneously published on AMSC’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 recommen-
dation to the shareholders, the Board
shall explain their reasoning for no such
recommendation. For each bid, an as-
sessment will be made as to the neces-
sity of bringing in independent 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, an account shall be provided
of the role the person or persons in ques-
tion are playing in the bid and 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.
In accordance with the “General Meet-
ings” section above, 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. 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
ANNUAL REPORT 2022 - 83
AMSC ASA
NORWAY OFFICE
Mail:
P.O.Box 230
1326 Lysaker, Norway
Visiting:
Building B, Oksenøyveien 10
1366 Lysaker, Norway
Pål L. Magnussen
pal.magnussen@amscasa.com
Morten Bakke
morten.bakke@amscasa.com
U.S. OFFICE
415 McFarlan Road, Suite 205
Kennett Square, PA 19348 USA
Leigh Jaros
leigh.jaros@amscasa.com
AMSC ASA