ANNUAL
REPORT
2023
AMSC ASA
AMSC ASAAMSC ASA
THE AMSC SHARE 3
KEY EVENTS 2023 4
THIS IS AMSC ASA 5
SALE OF JONES ACT FLEET 6
SALE OF NORMAND MAXIMUS 7
COMPANY HISTORY 8
GOALS AND STRATEGIES 9
MANAGEMENT 10
BOARD OF DIRECTORS 11
BOARD OF DIRECTORS’ REPORT 13
BOARD RESPONSIBILITY STATEMENT 18
ANNUAL ACCOUNTS - GROUP 20
Consolidated Statement of Financial Position 21
Consolidated Income Statement 22
Consolidated Statement of Comprehensive Income 23
Consolidated Statement of Changes in Equity 23
Consolidated Cash Flow Statement 24
Notes to the Consolidated Accounts 25
NOTE 1: Accounting principles 25
NOTE 2: Wages and other personnel expenses 30
NOTE 3: Other operating expenses 30
NOTE 4: Financial items 31
NOTE 5: Tax 32
NOTE 6: Property, plant and equipment 34
NOTE 7: Interest-bearing long-term receivables 35
NOTE 8: Other receivables 36
NOTE 9: Derivative financial assets and liabilities 36
NOTE 10: Earnings per share 37
NOTE 11: Paid in capital 37
NOTE 12: Subsidiaries 38
NOTE 13: Interest-bearing loans and liabilities 39
NOTE 14: Leases 40
NOTE 15: Trade and other payables 40
NOTE 16: Financial instruments 41
NOTE 17: Shares owned or controlled 45
NOTE 18: Transactions and agreements with related parties 47
NOTE 19: Discontinued operations 48
NOTE 20: Operating segments 51
NOTE 21: Climate risk 53
NOTE 22: Events after the balance sheet date 53
ANNUAL ACCOUNTS - PARENT 54
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: Shares in subsidiaries and associates 60
NOTE 3: Tax 61
NOTE 4: Long-term receivables 62
NOTE 5: Total equity 63
NOTE 6: Cash and cash equivalents 64
NOTE 7: Other operating and financial income/expenses 65
NOTE 8: Shares owned by directors and management 65
NOTE 9: Guarantees 65
NOTE 10: Discontinued operations 66
NOTE 11: Events after the balance date 67
AUDITORS’ REPORT 68
SHARE AND SHAREHOLDER INFORMATION 73
CORPORATE GOVERNANCE 77
CONTENT
2 - ANNUAL REPORT 2023
AMSC ASA
ANNUAL REPORT 2023 - 3
THE AMSC
SHARE
Dividends have been a key part of AMSC ASA’s equity story
since 2014, totaling USD 414 million since Q2 2014. This
includes 40 consecutive quarters plus 1 additional dividend
payment. The NOK equivalent is NOK 60.2 per share.
Page 3 (replaces Key Figures)
TThhee AAMMSSCC SShhaarree
Note to Bjorn: feel free to spice up this page, add an illustration if needed. Please adjust colors to match color scheme of AR
Also need to update data through March
Dividends have been a key part of AMSC ASA's equity story since 2014, totaling USD 414 million since Q2 2014. This
includes 40 consecutive quarters plus 1 additional dividend payment. The NOK equivalent is NOK 60.2 per share.
-
50
100
150
200
250
300
350
400
450
-
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
4 500
Q2 2014
Q4 2014
Q2 2015
Q4 2015
Q2 2016
Q4 2016
Q2 2017
Q4 2017
Q2 2018
Q4 2018
Q2 2019
Q42019
Q2 2020
Q4 2020
Q2 2021
Q4 2021
Q2 2022
Q4 2022
Q2 2023
Q4 2023
Q1 2024
USD mill.
NOK mill.
Accumulated Dividends
NOK USD
5.0
10.0
15.0
20.0
25.0
30.0
2019-03-11
2019-09-11
2020-03-11
2020-09-11
2021-03-11
2021-09-11
2022-03-11
2022-09-11
2023-03-11
2023-09-11
2024-03-11
NOK
AMSC 5-year shareprice development *
NOK mill. USD mill.
ACCUMULATED DIVIDENDS
* Historical years adjusted for additional dividend paid in 2023
Page 3 (replaces Key Figures)
TThhee AAMMSSCC SShhaarree
Note to Bjorn: feel free to spice up this page, add an illustration if needed. Please adjust colors to match color scheme of AR
Also need to update data through March
Dividends have been a key part of AMSC ASA's equity story since 2014, totaling USD 414 million since Q2 2014. This
includes 40 consecutive quarters plus 1 additional dividend payment. The NOK equivalent is NOK 60.2 per share.
-
50
100
150
200
250
300
350
400
450
-
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
4 500
Q2 2014
Q4 2014
Q2 2015
Q4 2015
Q2 2016
Q4 2016
Q2 2017
Q4 2017
Q2 2018
Q4 2018
Q2 2019
Q42019
Q2 2020
Q4 2020
Q2 2021
Q4 2021
Q2 2022
Q4 2022
Q2 2023
Q4 2023
Q1 2024
USD mill.
NOK mill.
Accumulated Dividends
NOK USD
5.0
10.0
15.0
20.0
25.0
30.0
2019-03-11
2019-09-11
2020-03-11
2020-09-11
2021-03-11
2021-09-11
2022-03-11
2022-09-11
2023-03-11
2023-09-11
2024-03-11
NOK
AMSC 5-year shareprice development *
NOK
AMSC 5-YEAR SHAREPRICE DEVELOPMENT *
2019-Mar-11
2019-Sep-11
2020-Mar-11
2020-Sep-11
2021-Mar-11
2021-Sep-11
2022-Mar-11
2022-Sep-11
2023-Mar-11
2023-Sep-11
2024-Mar-11
4 - ANNUAL REPORT 2023
AMSC ASA
KEY EVENTS
2023
FINANCIAL CALENDAR 2024
17 April Annual General Meeting 2024
15 May 1st quarter interim results 2024
16 July 2nd quarter interim results 2024
5 November 3rd quarter interim results 2024
(dates subject to change)
Offshore”) through its contribution of
100% of the shares in Offshore Leasing I
(“OSL1”), which owns the CSV Normand
Maximus with corresponding bareboat
contract and secured bank debt, in kind,
in return for new common shares in
Solstad Maritime Holding AS (“Solstad
Maritime” or “SMH”). The valuation of
OSL1 was USD 177.5 million.
DIVIDEND PAYMENTS
For the calendar year 2023, AMSC
declared dividends of USD 199.5 million,
continuing the Company’s commitment
to returning value to shareholders.
SALE OF JONES ACT TANKER FLEET
In October 2023, AMSC completed
the sale of its Jones Act Tanker fleet to
funds managed by U.S.-based Maritime
Partners for a total consideration of
USD 746.7 million. The transaction
marks an exit from the Jones Act busi-
ness and allowed AMSC to distribute an
additional dividend of USD 170 million
(NOK 26.19 per share) in November
2023.
SALE OF THE NORMAND MAXIMUS
AMSC participated in the refinancing
of Solstad Offshore ASA (“Solstad
ANNUAL REPORT 2023 - 5
AMSC ASA
THIS IS
AMSC ASA
AMSC ASA (“AMSC”or the “Company”) was established in 2005
and is listed on the Euronext Oslo Stock Exchange with the ticker
AMSC. The Company is admitted to OTCQX in New York under
the ticker ASCJF. AMSC is an investment company focused on the
maritime sector.
AMSC currently holds a substantial shareholding in Solstad
Maritime. The Company has an ambition to pay attractive
dividends to its shareholders.
AMSC is headquartered in Lysaker, Norway.
6 - ANNUAL REPORT 2023
AMSC ASA
SALE OF
JONES ACT
FLEET
Announced in Q3 2023 and closed during
Q4 2023, AMSC sold American Tanker
Holding Company (“ATHC”) which indi-
rectly owned its 10 Jones Act tankers and
corresponding bareboat charters, debt,
and corporate structure to funds man-
aged by U.S.-based Maritime Partners.
The transaction was based on an enter-
prise value of USD 746.7 million, which
represented a premium to the implied
trading value of AMSC at the time.
AMSC had owned the ships since their
delivery from Philly Shipyard in 2007
through 2011.The fleet has continuously
been on bareboat charters generating
substantial cash flows which has allowed
attractive shareholder distributions,
including an additional USD 170 million
dividend paid after closing of the sale.
Ї 10 x Jones Act MR tankers built at
Philly Shipyard
Ї 15 years average age
Ї Employed on bareboat contracts
with Overseas Shipholding Group
and Keystone Shipping
Ї About USD 85 million of historical
annual EBITDA
AMERICAN TANKER HOLDING
COMPANY INC.
AMERICAN SHIPPING
CORPORATION
AMERICAN TANKER INC.
10X SINGLE SHIP OWNING
COMPANIES
ANNUAL REPORT 2023 - 7
AMSC ASA
SALE OF
NORMAND
MAXIMUS
Announced during Q4 2023 and closed
during Q1 2024, AMSC contributed 100%
of the shares of OSL1 which owns the
CSV Normand Maximus with correspond-
ing bareboat contract and secured bank
debt, in kind, in return for 21.1% of new
common shares in Solstad Maritime . The
shareholding is expected to be reduced
to 18.2% after the announced NOK 750
million equity offering to existing Solstad
Offshore ASA shareholders during second
quarter 2024. The contribution in kind
was based on an enterprise value of
OSL1 of USD 177.5 million, with the
equity value of AMSC’s contribution being
NOK 1,000 million.
Solstad Maritime, a leading provider of
specialized offshore tonnage to global
energy markets, owns a fleet of 33
vessels including 22 construction service
vessels (“CSV”) and 11 anchor handling
tug supply (“AHTS”) vessels.
Ї Subsea construction vessel
Ї Delivered from Vard Brattvåg in 2016
Ї Employed on bareboat contract with
a single purpose subsidiary of Solstad
Offshore ASA until October 2027
with 2x 5 years charterer’s extension
options
Ї About USD 30 million of annual
EBITDA
OFFSHORE LEASING I AS
CSV NORMAND MAXIMUS
AMSC ASA
8 - ANNUAL REPORT 2023
COMPANY
HISTORY
2022
Ї Acquisition of the subsea construc-
tion 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
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 foreign 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
2023
Ї Closed the sale of 10 Jones
Act tankers to funds managed
by U.S. based Maritime Part-
ners for a total consideration
of USD 746.7 million
Ї Announced the sale of CSV
Normand Maximus for USD
177.5 million to be contributed
in kind against a substantial
shareholding in Solstad
Maritime
Ї Paid dividends totaling USD
199.5 million (USD 2.78 per
share) for the calendar year
AMSC ASA
ANNUAL REPORT 2023 - 9
Generate stable cash flow from
maritime investments
Explore and invest in value
creating opportunities
Ensure an optimal use of capital
GOALS AND
STRATEGIES
ANNUAL REPORT 2023 - 9
AMSC ASA
GOALS AND STRATEGIES
AMSC ASA
10 - ANNUAL REPORT 2023
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 Norwe-
gian national, Mr. Magnussen came from
the position as Director of the Investment
Banking Division in DNB Markets where
he worked since 2007 focusing on the
shipping and offshore sectors. Prior to
that, he worked for five years as Vice
President of Corporate Banking in DNB
Bank’s shipping and offshore division.
He has significant experience from inter-
national shipping finance and has been
based in New York, Singapore and Oslo.
Mr. Magnussen holds an MBA from Co-
lumbia University, New York and a Master
of Science from the Norwegian School of
Management, Oslo. As of 31 December
2023, 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 2023,
holds 100,000 shares in the Company
through MB Capital AS.
PÅL LOTHE MAGNUSSEN
President / CEO
MORTEN BAKKE
CFO
MANAGEMENT
ANNUAL REPORT 2023 - 11
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 Store Norske
Spitsbergen Kulkompani AS, Småkraft AS
and Freddie Ocean Distillery AS, a board
member of Torm plc, Awilco LNG ASA and
PowerCell Sweden AB. Ms. Justad holds a
Master’s degree of Technology Manage-
ment from NTH/MIT (Sloan School) /NTH/
NHH in addition to an MSc in Chemical
Engineering from NTH. Ms. Justad serves as
an independent director. As of 31 December
2023, 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 2023-2025.
Peter D. Knudsen (born 1957) is the Chair
of NorthCape AS, a financial advisory
firm. Mr. Knudsen was previously the
CEO of Oslo listed Camillo Eitzen & Co.
ASA from November 2008 to February
2012. Prior to Camillo Eitzen & Co. ASA,
Mr. Knudsen was employed by Nordea
Bank (Shipping Offshore and Oil Services)
for 15 years, and his last position was
as a General Manager of Nordea Bank
in Singapore. Mr. Knudsen has also
been employed with GIEK, Den norske
Creditbank, Jøtun Fonds and Stemoco
Shipping. He is presently also a board
member of OSX listed Pareto Bank ASA.
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
2023, 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 Operating
Director at Paine & Partners, a New York-
based private equity firm. Mr. Reite’s current
board positions include among others being
chair of Converto AS, Akastor ASA, Solstad
Maritime Holding AS, Norron AB, deputy
chair of the board and chair of the audit
committee in Aker ASA, and director of Sol-
stad Offshore ASA and Aker Biomarine 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 Decem-
ber 2023, 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
AMSC ASA
12 - ANNUAL REPORT 2023
ANNUAL REPORT 2023 - 13
AMSC ASA
AMSC ASA (“AMSC” or the
“Company”) is a maritime
investment company which
until recently owned a 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 markets.
During 2023, AMSC sold its
Jones Act business (see further
details below) and announced
the sale of its construction ser-
vice vessel which was acquired
and on a bareboat contract with
a single-purpose subsidiary of
Solstad Offshore.
THE GROUP’S BUSINESS ACTIVITIES
The main entities in the AMSC Group (the
“Group”) are the Norwegian holding com-
pany AMSC ASA and its wholly owned
Norwegian subsidiary Offshore Leasing
I AS (“OSL1”) owning the CSV Normand
Maximus. This subsidiary was sold sub-
sequent to year-end on 16 January 2024
(see further details below). AMSC ASA is
domiciled in Lysaker, Norway, and listed
on the Euronext Oslo Stock Exchange.
AMSC’s business model is to invest in
maritime assets and companies in order
to generate long-term stable cash flows.
The Company has no research and devel-
opment activity.
KEY EVENTS 2023
Sale of Jones Act Tanker fleet
In October 2023, AMSC completed
the sale of its Jones Act Tanker fleet to
funds managed by U.S. based Maritime
Partners for a total consideration of USD
746.7 million. The transaction marked
an exit from the Jones Act business and
allowed AMSC to distribute an additional
dividend of USD 170 million (NOK 26.19
per share) in November 2023.
Announced Sale of the Normand Maximus
AMSC announced its participation in the
refinancing of Solstad Offshore through its
contribution of 100% of the shares in OSL1,
which owns the CSV Normand Maximus
with corresponding bareboat contract and
secured bank debt, in kind, in return for
new common shares in Solstad Maritime
Holding AS (“Solstad Maritime” or “SMH”).
The valuation of OSL1 was USD 177.5 mil-
lion. Following the completion of the sale in
January 2024, AMSC holds 21.1% of SMH,
which is expected to be reduced to 18.2%
after the announced NOK 750 million
equity offering to existing Solstad Offshore
ASA shareholders during the second quar-
ter 2024. SMH owns 33 vessels of which
11 units are AHTS and 22 units are CSVs.
Dividend payments
For the calendar year 2023, AMSC de-
clared dividends of USD 2.78 per share,
continuing the Company’s commitment
to returning value to shareholders.
REVIEW OF THE CONSOLIDATED
ANNUAL ACCOUNTS
The consolidated financial statements
of AMSC ASA and all its subsidiaries
(AMSC) have been prepared in accordance
with IFRS® Accounting Standards as
adopted by the EU as well as additional
information requirements in accordance
with the Norwegian Accounting Act. The
consolidated income statement for both
2023 and 2022 have been reworked to
represent the accounts for continuing
operations after the sale of American
Tanker Holding Company (“ATHC”) and
the reclassification of OSL1 as held for
sale as of 31 December 2023.
Consolidated Income statement
The Group’s leasing revenues for the
twelve months of 2023 were zero (zero
in the same period 2022) due to leasing
activities being classified as discontinued
operations during the periods. EBITDA
was negative USD 5.4 million in the full
year 2023, compared to negative USD 3.2
million in the full year 2022. EBIT was neg-
ative USD 5.4 million in the twelve months
BOARD OF
DIRECTORS’
REPORT
14 - ANNUAL REPORT 2023
AMSC ASA
ending 31 December 2023 (negative USD
3.2 million in the same period of 2022).
Net financial income for the full year 2023
was USD 1.4 million (USD 0.2 million in
the full year 2022). The Group recognized
a net foreign exchange loss of USD 1.5
million during the full year 2023 (USD 0.1
million loss during the full year 2022).
The Group had a net loss before tax from
continuing operations for the twelve
months ending 31 December 2023 of
USD 5.6 million (loss of USD 2.7 million for
the twelve months ending 31 December
2022). Deferred and current income tax
expense was negative USD 5.6 million in
2023 (negative USD 4.9 million in 2022).
Net loss for the twelve months ending 31
December 2023 from continuing opera-
tions was USD 11.1 million compared to
net loss of USD 7.6 million for the twelve
months ending 31 December 2022.
Profit from discontinued operations for
the twelve months ending 31 December
2023 was USD 154.1 million (USD 26.3
million for the same period 2022). Net
profit was USD 143.0 million in 2023
compared to USD 18.7 million in 2022.
The 2023 basic and diluted earnings per
share (“EPS”) were USD 1.99 from total
operations, including both continuing
and discontinuing operations. The cor-
responding figures for 2022 were USD
0.29, for both basic and diluted EPS.
Profit from discontinued operations
Leasing revenues as of 31 December
2023 were 104.6 million, compared to
93.7 million in 2022. Operating profit
totaled USD 71.8 million in 2023 and USD
55.2 million in 2022. Profit of sale from
ATHC was USD 125.0 million in 2023.
Profits before tax in 2023 and 2022 were
USD 153.0 million and USD 31.5 million.
Profit for the period from discontinued op-
erations were USD 154.1 million in 2023,
compared to USD 26.3 million in 2022.
Consolidated Cash flow statement
In 2023, the operating cash flow is
composed of primarily expenses from
continuing operations. Total net cash
flow used in operating activities in
2023 was negative USD 6.3 million
(negative USD 9.0 million in 2022).
The change in 2023 is due to profit
reclassified as discontinued operations
after the sale of ATHC and the reclas-
sification of OSL1 as held for sale. The
operating cash flow generated from
discontinued operations in 2023 was
USD 72.3 million, compared to USD
71.5 million in 2022.
In 2023 and 2022, there were no cash
flows used in investing activities from con-
tinuing operations. There were cash flows
from investing activities from discontinued
operations in 2023 and 2022 of USD 181.9
million and negative USD 172.2 million.
Net cash flow used in financing activities
in 2023 was negative USD 199.9 million,
which included USD 0.4 million in repur-
chase of treasury shares and USD 199.5
million in paid dividends. Net cash flow
from financing activities in 2022 was
USD 7.2 million, which included USD 37.6
million in proceeds from share capital raise
offset by USD 30.4 million in dividends
paid. Cash flow from discontinued opera-
tions totaled negative USD 56.2 million for
financing activities in 2023, compared to
USD 91.7 million from financing activities
from discontinued operations in 2022.
Consolidated Statement of financial position
As of 31 December 2023, AMSC Group
had cash on deposit with banks to-
taling 42.2 million. The corresponding
amounts for 2022 were USD 50.5
million in cash on deposit with banks,
including USD 5.0 million in cash held
for specified uses.
Other current assets were USD 0.7 mil-
lion as of 31 December 2023 and related
to USD 0.2 million receivable due from
Maritime Partners relating to the de-
ferred purchase price for the Seakay Valor
and Seakay Sky and other short-term
fees of USD 0.5 million. Other current
assets in 2022 were USD 12.9 million.
As of 31 December 2023, non-current
assets were USD zero compared to USD
765.9 million in 2022. The change in
assets from 31 December 2022 reflects
the sale of ATHC with related 10 vessels,
interest-bearing deferred bareboat charter
hire, deferred tax assets and derivative fi-
nancial assets and, and the reclassification
of OSL1 held for sale as of 31 December
2023. Assets classified as held for sale as
of 31 December 2023 were USD 148.9
million, compared to zero in 2022.
As of 31 December 2023, total assets
were USD 191.9 million, from continuing
and discontinuing operations (USD
829.3 million as of 31 December 2021
from continuing operations). As of 31
December 2023, total equity was USD
114.5 million. The equity ratio was 59.7%.
Corresponding amounts for 2022 were
USD 175.0 million and 21.1%, respectively.
During October, there was an additional
dividend payout in conjunction with
the closing of the sale of the Jones Act
business where USD 170 million was
distributed, which reflects a significant
portion of the change in equity from 31
December 2022.
Total current liabilities as of 31 December
2023 were USD 77.3 million, consisting
of USD 0.9 million in trade and other
payables, USD 3.6 million in dividend
payable and liabilities directly associated
with assets held for sale of USD 72.8.
The corresponding total current liabilities
as of 31 December 2022 were USD 80.2
million, consisting of USD 78.0 million in
short-term interest-bearing debt, USD 2.2
million in trade and other payables and
USD 0.1 million in tax payable.
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2023 - 15
AMSC ASA
Non-current liabilities totaled zero on
31 December 2023 since the long-term
liabilities related to ATHC and OSL1. On
31 December 2022, non-current liabili-
ties totaled USD 574.1 million, consisting
of long-term bank debt of USD 341.4
million related to the eleven vessels
owned by the Group, 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.
Consolidated tax position
As of 31 December 2023, AMSC Group
did not have net operating losses in
carryforward.
AMSC surrendered a group contribution
to OSL1 in December of USD 9.2 million,
where USD 5.9 million was with tax effect.
Compared to 31 December 2022, the
Group had federal net operating losses
carryforward (”NOLs”) of USD 413.6
million in the U.S. and USD 62.7 million in
Norway.
REVIEW OF THE PARENT COMPANY
ANNUAL ACCOUNTS
AMSC prepares and presents its parent
company accounts as of 1 January 2022,
in accordance with simplified IFRS. The
income statement for both 2023 and
2022 have been reworked to represent
the accounts for continuing operations
after the sale of ATHC and the reclassi-
fication of OSL1 as held for sale as of 31
December 2023.
Parent Company Income Statement,
Cash flow statement and Statement of
financial position
As a consequence of subsidiaries sold
and reclassified as held for the sale,
the parent company presents the
same figures for 2023 and 2022 as
the consolidated income figures, with
the only difference being profit from
discontinued operations and profit from
the period.
As of 31 December 2023, the operating
profit from discontinuing operations was
USD 145.9 million, compared to 54.8 mil-
lion in 2022. Net profit for 2023 and 2022
was USD 134.7 million and 47.2 million.
The statement of financial position pres-
ents the same assets as the consolidated
figures, but with assets classified as held
for sale totaling USD 81.8 million in 2023
and a short-term intercompany loan to
OSL1 of USD 15.5 million. Total assets in
2023 was USD 140.2 million, compared
to total assets of USD 205.7 million in
2022.
As of 31 December 2023, total equity
was USD 135.7 million and USD 204.4
million in 2022. Total current liabilities
as of 31 December 2023 were USD 4.5
million, consisting of dividend and other
payables. The corresponding total current
liabilities as of 31 December 2022 were
USD 1.3 million, for other payables.
As of 31 December 2023, the only differ-
ence in the parent company cash balance
and the consolidated balance is cash
related to OSL1 of USD 0.1 million.
RISKS
The counterparty risks facing AMSC
currently relate to the operational and
financial performance of SMH and their
operation of vessels, re-chartering risk as
well as overall market risk.
AMSC has considered its climate risk and
its business could be affected by climate
change through increased financing costs
and costs related to regulatory changes,
amongst other things. AMSC is also ex-
posed to regulatory risk and political risk.
AMSC’s activities expose it to a variety of
financial risks, including but not limited
to: market risk, currency risk, interest rate
risk, counterparty risk, price risk, credit
risk, and refinancing risk when owning
vessels or holding substantial stakes in
other maritime companies. AMSC’s over-
all risk management program focuses on
the unpredictability of financial markets
and seeks to minimize potential adverse
effects on AMSC’s financial performance.
AMSC historically used derivative financial
instruments to hedge certain risk expo-
sures. The Group is also exposed to risk
related to changes in taxes in 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 new investments
to the extent its own cash flow is insuffi-
cient to fund its operations and growth.
THE GOING CONCERN ASSUMPTION
In view of AMSC’s financial position,
the Board confirms the going concern
assumptions and that the 2023 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 the parent
company AMSC ASA (“AMSC ASA”)
shows an after-tax profit for the year
2023 of USD 134.7 million. AMSC ASA
is the Norwegian parent company which
historically owned 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 199.5 million)
Transferred from
share premium USD 29.5 million
Transferred to
other equity USD 134.7 million
Total allocated (USD 35.7 million)
The Board of Directors was granted
authorization to pay dividends based on
the Company’s annual accounts for 2022
at the Annual General Meeting in 2023,
BOARD OF
DIRECTORS’
REPORT
16 - ANNUAL REPORT 2023
AMSC ASA
which is valid up to the Company’s Annu-
al General Meeting in 2024 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.
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 Respon-
sibility (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 environmental, social and governance
factors in the day-to-day operations of the
Company. AMSC’s statement for 2023 in
accordance with the Transparency Act is
published on its website.
Environment
The CSV Normand Maximus was built
in 2016 and is among the most modern
subsea construction vessels in the world.
Under its lease agreements, the charterers
are responsible for the day-to-day oper-
ation 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 con-
tracts are based on the BIMCO standard
bareboat charter, BARECON 2001, and
include requirements for the charterer
to maintain the vessels to the standards
of the relevant classification society 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 investor in
vessels, the Company has limited direct
environmental impact.
Solstad Offshore has for a long time been
a leader in sustainable operations in the
offshore service industry. Its Solstad
Green Operations program has been in
place since 2009 and has the purpose of
reducing consumption of fuel and emis-
sions. Since 2009, Solstad Offshore has
improved fuel efficiency by more than
20% across its fleet. Solstad Offshore 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 investments in 2023 were
operated and crewed by its counterpar-
ties 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
following the laws and regulations
applicable to our employees. In addition,
during Q1 2023, the Company opened
a whistleblower channel in accordance
with the requirements in the Norwegian
Working Environments Act (no: Arbeid-
smiljøloven) to mitigate risk of AMSC’s
vendors and business partners not sub-
scribing to basic human rights and good
working conditions. We believe both
AMSC and our business partners share
a common commitment to work safely
and in a manner that protects and pro-
motes the health and well-being of the
employees and the environment. Solstad
Offshore directly employs about 90% of
its crew who typically are members of a
labor union. Solstad is a member of the
Norwegian Shipowners Association and
makes 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 em-
ployer, 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 2023, one of AMSC’s em-
ployees is female (Controller). In addition,
the chair of the board of directors is
female.
Governance
As an Euronext Oslo Stock Exchange
listed company, AMSC complies with
stringent governance rules. AMSC’s
corporate governance policy exists to
ensure an appropriate division of roles
among the company’s owners, board of
directors, and executive management.
Such a separation of roles ensures that
goals and strategies are prepared, adopt-
ed corporate strategies are implemented,
and the results achieved are subject to
verification and follow-up. With the small
size of AMSC’s staff and the location and
nature of its operations, the Board sees
the risk of corruption as low. AMSC does
not have any other ongoing initiatives
to address corruption. An appropriate
division of responsibilities and satisfac-
tory internal controls will contribute to
the greatest possible value creation over
time, to the benefit of shareholders and
other stakeholders. AMSC’s corporate
BOARD OF
DIRECTORS’
REPORT
ANNUAL REPORT 2023 - 17
AMSC ASA
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 mitigate the internal
control risk.
Good corporate governance, that is, prop-
er board conduct and company manage-
ment, 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 recom-
mendations on corporate governance for
listed companies with the Company’s own
corporate governance procedures and
practice. The findings show that the Com-
pany is in compliance with respect to the
requirements and substantially in confor-
mance 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 2023 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 11.
OUTLOOK
AMSC has gone through a transforma-
tional 2023 with an exit from the Jones
Act business and, subsequent to year
end, the contribution of 100% of the
shares in OSL1 for a consideration of
21.1% of the shares in Solstad Maritime,
which will be further diluted post the
announced Solstad Maritime equity raise.
AMSC aims to continue to grow through
accretive transactions and is focused on
distributing attractive dividends to its
shareholders.
The offshore oil services market has
over the last few years seen a recovery
after the oil price collapse in 2014. The
recovery is driven by increased offshore
exploration and production capex by
oil companies which leads to increased
demand for various offshore oil ser-
vices such as seismic studies, drilling
(exploration), greenfield and brownfield
oil field expansion (construction and de-
velopment) and production units such as
FPSOs. In parallel, most oil services sec-
tors have seen a lack of new investments
since the oil price collapse and through
natural attrition of older tonnage leaving
the market,.
Through the investment in Solstad
Maritime, AMSC believes it can benefit
from years of low investments in the
sector. The activity level in the global
offshore industry during 2023 was high
and is expected to continue in 2024. Both
offshore oil and offshore wind segments
are busy, leading to high utilization.
BOARD OF
DIRECTORS’
REPORT
Lysaker, 14 March 2024
The Board of Directors - AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite
Chair Board Member Board Member
Pål Magnussen
President/CEO
18 - ANNUAL REPORT 2023
AMSC ASA
AMSC ASA’s consolidated financial state-
ments have been prepared in accordance
with IFRS® Accounting Standards as
adopted by the EU and additional dis-
closure requirements in the Norwegian
Accounting Act. The separate financial
statements for AMSC ASA have been
prepared in accordance with simplified
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 Norwe-
gian Accounting Standard no. 16 as of 31
December 2023.
To the best of our knowledge:
The consolidated and parent annual
financial statements for 2023 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 2023 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 2023 (Annual Re-
port 2023).
BOARD
RESPONSIBILITY
STATEMENT
Lysaker, 14 March 2024
The Board of Directors - AMSC ASA
Annette Malm Justad Peter D. Knudsen Frank O. Reite
Chair Board Member Board Member
Pål Magnussen
President/CEO
AMSC ASA
ANNUAL REPORT 2023 - 19
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 21
CONSOLIDATED INCOME STATEMENT 22
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 23
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 23
CONSOLIDATED CASH FLOW STATEMENT 24
NOTES TO THE CONSOLIDATED ACCOUNTS 25
NOTE 1: Accounting principles 25
NOTE 2: Wages and other personnel expenses 30
NOTE 3: Other operating expenses 30
NOTE 4: Financial items 31
NOTE 5: Tax 32
NOTE 6: Property, plant and equipment 34
NOTE 7: Interest-bearing long-term receivables 35
NOTE 8: Other receivables 36
NOTE 9: Derivative financial assets and liabilities 36
NOTE 10: Earnings per share 37
NOTE 11: Paid in capital 37
NOTE 12: Subsidiaries 38
NOTE 13: Interest-bearing loans and liabilities 39
NOTE 14: Leases 40
NOTE 15: Trade and other payables 40
NOTE 16: Financial instruments 41
NOTE 17: Shares owned or controlled 45
NOTE 18: Transactions and agreements with related parties 47
NOTE 19: Discontinued operations 48
NOTE 20: Operating segments 51
NOTE 21: Climate risk 53
NOTE 22: Events after the balance sheet date 53
GROUP
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS - GROUP
AMSC ASA
ANNUAL REPORT 2023 - 21
CONSOLIDATED STATEMENT
OF FINANCIAL POSITION
31. Dec. 31. Dec.
Amounts in USD thousands Note 2023 2022
ASSETS
Property, plant and equipment 6 - 750 787
Deferred tax assets 5 30 2 930
Interest-bearing long-term receivables 7, 16 - 7 183
Derivative financial assets 9, 16 - 4 658
Other non-current assets - 317
Total non-current assets 30 765 875
Other receivables 8, 16 672 12 716
Tax receivable 5 - 210
Cash held for specified uses 16 - 5 020
Cash and cash equivalents 16 42 220 45 474
Asset classified as held for sale 19 148 934 -
Total current assets 191 826 63 420
TOTAL ASSETS 191 856 829 295
EQUITY AND LIABILITIES
Share capital and share premium 11 132 451 165 508
Retained earnings / (accumulated deficit) (17 944 ) 9 511
Total equity attributable to equity holders of the parent 114 507 175 020
TOTAL EQUITY 114 507 175 020
Interest-bearing loans 13, 16 - 555 262
Deferred tax liabilities 5 - 18 806
Total non-current liabilities - 574 068
Interest-bearing loans 13, 16 - 77 957
Trade and other payables 15 946 2 154
Dividend payable 11 3 593 -
Tax payable 5 - 96
Liabilities directly associated with assets classified as held for sale 19 72 810 -
Total current liabilities 77 349 80 207
TOTAL LIABILITIES 77 349 654 276
TOTAL EQUITY AND LIABILITIES 191 856 829 295
Lysaker, 14 March 2024
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
AMSC ASA
22 - ANNUAL REPORT 2023
CONSOLIDATED INCOME
STATEMENT
Amounts in USD thousands Note 2023 2022
Leasing revenues 14 - -
Wages and other personnel expenses 2, 17 (2 063 ) (2 174 )
Other operating expenses 3 (3 339 ) (985 )
Operating profit/(loss) before depreciation (5 402 ) (3 159 )
Depreciation 6 - -
Operating profit/(loss) (5 402 ) (3 159 )
Net profit from equity accounted investees 4 - 406
Financial income 4 1 356 203
Financial expenses 4 (1 529 ) (130 )
Profit/(loss) before income tax (5 575 ) (2 680 )
Income tax (expense) / benefit 5 (393 ) -
Deferred Income tax (expense) / benefit 5 (5 176 ) (4 922 )
Profit/(loss) for the year from continuing operations (11 145 ) (7 602 )
Profit from discontinued operations, net of tax 19 154 114 26 254
Net income for the year 142 970 18 652
Average number of common shares 10 71 863 838 63 458 841
Basic and diluted earnings/(loss) per share continuing operations 10 (0.16 0.12
Basic and diluted earnings/(loss) per share discontinued operations 10 2.14 0.41
Basic and diluted earnings per share 10 1.99 0.29
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 23
Amounts in USD thousands (except per share) 2023 2022
Net income for the year 142 970 18 652
Other comprehensive income for the period, net of tax - -
Total comprehensive income for the year 142 970 18 652
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
(Acc. deficit)
Share Share / retained Total
Amounts in USD thousands Note Capital Premium earnings equity
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
Total comprehensive income for the year - - 142 970 142 970
Repurchase of treasury shares - - (394 ) (394 )
Dividends paid 11 - (29 464 ) (170 030 ) (199 494 )
Dividend payable 11 - (3 593 ) - (3 593 )
Balance at 31 December 2023 10 707 121 744 (17 944 ) 114 507
GROUP
AMSC ASA
24 - ANNUAL REPORT 2023
CONSOLIDATED CASH FLOW
STATEMENT
Amounts in USD thousands Note 2023 2022
Loss before taxes (5 575 ) (2 680 )
Unrealized foreign exchange (gain)/loss and unpaid interest expense 929 (3 609 )
(Increase)/decrease in:
Short-term receivables 8 (1 185 ) (3 266 )
Other current assets 8 (88 ) -
Increase/(decrease) in:
Accounts payable 15 (12 ) -
Accrued liabilities and other payables 15 (355 ) 577
Net cash flow from/(used in) operating activities (6 287 ) (8 978 )
Net cash flow from/(used in) investing activities - -
Proceeds from share capital raise 11 - 37 607
Repurchase of treasury shares (394 ) -
Dividends paid 11 (199 494 ) (30 446 )
Net cash flow from/(used in) financing activities (199 888 ) 7 162
Net cash flow from/(used in) discontinued operations 19 198 024 (9 010 )
Net change in cash and cash equivalents (8 151 ) (10 827 )
Cash and cash equivalents, including cash for
specified uses as of 1 January 50 494 61 322
Cash and cash equivalents, including cash for
specified uses as of 31 December 16 42 344 50 494
Non restricted cash as of 31 December 42 220 45 474
Cash held for specified uses as of 31 December 16 - 5 020
Cash at end of period, classified as held for sale 123 -
Cash and cash equivalents, including cash for
specified uses as of 31 December 16 42 344 50 494
Condensed Cash Flow Statement from discontinued operations
Net cash flow from operating activities 19 72 323 71 516
Net cash flow used in investing activities 19 181 910 (172 185 )
Net cash flow from/(used in) financing activities 19 (56 209 ) 91 659
Net cash flow from discontinued operations 19 198 024 (9 010 )
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 25
NOTE 1: ACCOUNTING PRINCIPLES
CORPORATE INFORMATION
GROUP
NOTES TO THE CONSOLIDATED
ACCOUNTS
AMSC ASA
26 - ANNUAL REPORT 2023
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 27
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
GROUP
AMSC ASA
28 - ANNUAL REPORT 2023
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 29
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
CHANGES IN ACCOUNTING PRINCIPLES AND NEW PRONOUCMENTS
Adoption of the IASB’s amendments to current standards effective for the first time for the annual reporting periods
commencing 1 January 2023 did not have any impact on the amounts recognized in prior periods and are not expected to
significantly affect the current or future periods.
None of the issued, not yet effective, accounting standards or amendments to such standards are expected to have
significant effects for AMSC’s financial reporting. Further, none of the recently issued IFRS Interpretations Committee
agenda decisions are expected to significantly change AMSC’s accounting policies or practices.
GROUP
AMSC ASA
30 - ANNUAL REPORT 2023
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 31
GROUP
AMSC ASA
32 - ANNUAL REPORT 2023
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 33
NOTE 5: TAX (CONTINUED)
GROUP
AMSC ASA
34 - ANNUAL REPORT 2023
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 35
GROUP
AMSC ASA
36 - ANNUAL REPORT 2023
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 37
GROUP
AMSC ASA
38 - ANNUAL REPORT 2023
GROUP
NOTE 11: PAID IN CAPITAL (CONTINUED)
AMSC ASA
ANNUAL REPORT 2023 - 39
GROUP
AMSC ASA
40 - ANNUAL REPORT 2023
NOTE 13: INTEREST-BEARING LOANS AND LIABILITIES (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 41
GROUP
AMSC ASA
42 - ANNUAL REPORT 2023
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 43
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
GROUP
AMSC ASA
44 - ANNUAL REPORT 2023
NOTE 16: FINANCIAL INSTRUMENTS (CONTINUED)
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 45
GROUP
AMSC ASA
46 - ANNUAL REPORT 2023
GROUP
NOTE 17: SHARES OWNED AND REMUNERATION PAID TO BOARD OF DIRECTORS AND
SENIOR EMPLOYEES OF THE AMSC ASA GROUP (CONTINUED)
AMSC ASA
ANNUAL REPORT 2023 - 47
GROUP
AMSC ASA
48 - ANNUAL REPORT 2023
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 49
NOTE 19: DISCONTINUED OPERATIONS AND DISPOSAL GROUP HELD FOR SALE
GROUP
AMSC ASA
50 - ANNUAL REPORT 2023
NOTE 19: DISCONTINUED OPERATIONS AND DISPOSAL GROUP HELD FOR SALE
GROUP
AMSC ASA
ANNUAL REPORT 2023 - 51
GROUP
AMSC ASA
52 - ANNUAL REPORT 2023
GROUP
NOTE 20: OPERATING SEGMENTS (CONTINUED)
AMSC ASA
ANNUAL REPORT 2023 - 53
GROUP
NOTE 21: CLIMATE RISK
AMSC faces the following climate related risks:
Risk type Risks
Transition - market Global trade flows may change or decline due to stricter emission regulations
Changes in consumer consumption patterns
Transition - policy & legal Compliance with new regulations
Transition - reputation Risk premiums demanded by investors, lenders and insurance companies
Transition - technology Lock-in to emitting fuels that become less competitive during a ship’s lifetime
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: Shares in subsidiaries and associates 60
NOTE 3: Tax 61
NOTE 4: Long-term receivables 62
NOTE 5: Total equity 63
NOTE 6: Cash and cash equivalents 64
NOTE 7: Other operating and financial income/expenses 65
NOTE 8: Shares owned by directors and management 65
NOTE 9: Guarantees 65
NOTE 10: Discontinued operations 66
NOTE 11: Events after the balance date 67
PARENT
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS - PARENT
AMSC ASA
ANNUAL REPORT 2023 - 55
STATEMENT OF
FINANCIAL POSITION
31. Dec. 31. Dec.
Amounts in USD thousands Note 2023 2022
ASSETS
Shares in subsidiaries 2 - 38 461
Deferred tax asset 3 30 5 206
Long-term receivable group companies 4 - 143 068
Total non-current assets 30 186 735
Other short-term receivables 672 3 363
Short-term receivable group companies 4 15 517 -
Cash and cash equivalents 6 42 220 15 644
Assets classified as held for sale 10 81 761 -
Total current assets 140 170 19 008
TOTAL ASSETS 140 201 205 743
EQUITY AND LIABILITIES
Share capital 10 707 10 707
Share premium reserve 121 744 154 802
Total paid in capital 132 451 165 508
Other equity 3 211 38 920
Total retained earnings 3 211 38 920
Total equity 5 135 662 204 428
Other short-term debt 946 1 314
Dividend payable 5 3 593 -
Total short-term liabilities 4 539 1 314
TOTAL EQUITY AND LIABILITIES 140 201 205 743
PARENT
Lysaker, 14 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
56 - ANNUAL REPORT 2023
INCOME
STATEMENT
Amounts in USD thousands Note 2023 2022
Other operating expenses 7 (5 402) (3 159)
Operating loss (5 402) (3 159)
Other interest and financial income 7 1 356 609
Other interest and financial expenses 7 (1 529) (130)
Profit/(loss) before tax (5 576) (2 680)
Deferred income tax benefit / (expense) 3 (5 175) (4 922)
Income tax expense 3 (393) -
Profit / (loss) for the period from continued operations (11 145) (7 602)
Net Profit/(Loss) from discontinued operations 10 145 860 54 777
Net Profit/(Loss) from continued and discontinued operations 134 715 47 175
Allocation of net profit / (loss):
Profit / (loss) 134 715 47 175
Other equity 5 (134 715) (47 175)
PARENT
Amounts in USD thousands (except per share) 2023 2022
Net income/(loss) for the period 134 715 47 175
Total comprehensive income for the period 134 715 47 175
STATEMENT OF
COMPREHENSIVE INCOME
AMSC ASA
ANNUAL REPORT 2023 - 57
CASH FLOW
STATEMENT
Amounts in USD thousands Note 2023 2022
Profit / (loss) before tax (5 575) (2 680)
Unrealized foreign exchange (gain)/loss and unpaid interest expense 929 (3 609)
Changes in short term receivables 2 691 (3 266)
Changes in short term liabilities (368) 577
Cash flow from operating activities (2 323) (8 979)
Cash flow from investing activities - -
Proceeds from equity raised - 37 607
Dividends paid (199 494) (30 446)
Repurchase of treasury shares (394) -
Cash flow from/(used in) financing activities (199 888) 7 162
Net cash flow from discontinued operations 10 228 787 6 122
Cash flow for the year 26 576 4 305
Cash and cash equivalents 1 January 15 644 11 339
Cash and cash equivalents 31 December 42 220 15 644
PARENT
AMSC ASA
58 - ANNUAL REPORT 2023
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
These financial statements, for the year ended 31 December 2023, and 2022 comparative figures, are prepared in
accordance with IFRS® Accounting Standards simplified in accordance with the Norwegian regulation for simplified IFRS
(“Forskrift om forenklet anvendelse av internasjonale regnskapsstandarder”) without any exception.
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 3 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 recognition is at
amortized cost.
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.
NOTES TO THE
ACCOUNTS
PARENT
AMSC ASA
ANNUAL REPORT 2023 - 59
NOTE 1: ACCOUNTING PRINCIPLES (CONTINUED)
In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, non-current assets and groups
of non-current assets and liabilities are classified as held for sale if their carrying amount will be recovered through a sales
transaction instead of through continued use. This is only regarded as having been fulfilled when a sale is highly probable
and the non-current asset (or groups of non-current assets and liabilities) is available for immediate sale in its present
form. The management must be committed to a sale and the sale must be expected to be carried out within one year after
the classification date.
Non-current assets and groups of non-current assets and liabilities which are classified as held for sale are valued at the
lower of their former carrying amount or fair value minus sales costs.
Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as
profit or loss after tax from discontinued operations in the income statement. This is in in accordance with IFRS 5 Non-
current Assets Held for Sale and Discontinued Operations. Only external revenues and expenses are shown as continuing
operations. Comparative information in statements and disclosures are re-presented.
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 29 December 2023 (which
was the last day of 2023 with published exchange rates) was 10.1724 and the average rate during 2023 was 10.5647
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
Liability to pay a dividend is recognized when the dividend is appropriately authorized.
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
60 - ANNUAL REPORT 2023
NOTE 2: SHARES IN SUBSIDIARIES AND ASSOCIATES
This item comprises the following as of 31 December 2023:
Ownership
of common Voting Business Historical Book
Amounts in USD thousands shares (%) rights (%) address cost value
Offshore Leasing I AS (“OSL1”) 100% 100% Lysaker, Norway 81 761 81 761
Assets classified as held for sale (81 761) (81 761)
Total shares in subsidiaries - -
Amounts in USD thousands OSL1
Subsidiaries’ 2023 results after tax in USD thousands 7 807
Subsidiaries’ equity attributable to common shareholders at 31 December 2023 59 831
During 2022 AMSC acquired the Normand Maximus through OSL1and has vessel debt with DNB.
On 23 October 2023, AMSC signed an agreement to sell 100% of the shares in OSL1. Shares in subsidiary are as of 31
December 2023 classified as held for sale.
On 10 November 2023, AMSC and OSL1 signed an agreement to convert the outstanding intercompany loan to OSL1 of
USD 73,9 million to equity in OSL1.
The change from 31 December 2022 reflects the sale of ATHC and its subsidaries in October 2023. More information about
discontinued operations is included in note 10.
PARENT
AMSC ASA
ANNUAL REPORT 2023 - 61
NOTE 3: TAX
The table below shows the difference between book and tax values at the end of 2023 and 2022, and the amounts of
deferred taxes at these dates and the change in deferred taxes.
Norwegian tax payable:
Amounts in USD thousands 2023 2022
Profit/(loss) before tax USD accounts in USD (5 576) (2 680)
Net Profit/(Loss) from Discontinued Operations 145 860 54 777
Difference between NOK and USD accounts 54 927 8 455
Profit before tax measured in NOK for taxation purposes 195 211 60 552
Permanent differences (dividends) (166 755) (38 352)
Change in temporary differences 17 645 (7 133)
FX effect on opening balance of loss carried forward 1 083 6 618
Estimated profit for tax purposes 47 184 21 685
Utilization of loss carried forward (41 172) (21 685)
Distributed group contribution (6 012)
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.
Norwegian deferred tax:
Amounts in USD thousands 2023 2022
Other differences 138 (17 507)
Operating loss carried forward - 41 172
Total differences 138 23 665
Deferred tax asset 30 5 206
Book value tax asset 30 5 206
AMSC has surrendered a group contribution to OSL1, and has no operating losses in carryforward as of 31 December
2023.
PARENT
AMSC ASA
62 - ANNUAL REPORT 2023
NOTE 4: RECEIVABLES FROM GROUP COMPANIES
Amounts in USD thousands 2023 2022
Offshore Leasing I AS (OSL1) 15 517 50 536
American Tanker, Inc. (ATI) - 92 532
Total 15 517 143 068
In October 2023, USD 30 million was drawn on the intercompany loan. On 10 November 2023, AMSC and OSL1 signed an
agreement to convert the outstanding intercompany loan to OSL1 of USD 73,9 million to equity in OSL1.
As of 31 December 2023 AMSC holds a USD 15.5 million loan to OSL1 including accrued interest. The loan to OSL1 bears
interrest of 10% per year and is due by 30 June 2024. The loan was issued on 15 December 2023 and repaid in January
2024. Reference note 11 for further information.
AMSC sold the wholly owned subsidiary ATHC, the direct parent company of ATI, on 18 October 2023, which comprised
all the Company’s Jones Act business including the 10 tankers and corresponding bareboat charters, debt and corporate
structure. On closing of the sale, AMSC was repaid the oustanding receivable from ATI.
Management assessed the credit risk of the receivable as low and has not recognized any expted credit losses.
PARENT
AMSC ASA
ANNUAL REPORT 2023 - 63
NOTE 5: 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
2023
Share
Share Total paid- Other Total
Amounts in USD thousands capital premium in capital equity equity
Equity as of 1 January 2023 10 707 154 801 165 509 38 920 204 428
Repurchase of treasury shares - - (394) (394)
Dividends paid - (29 464) (29 464) (170 030) (199 494)
Dividend payable (3 593) - - (3 593)
Net result - - - 134 715 134 715
Equity as of 31 December 2023 10 707 121 744 132 451 3 211 135 662
As of 31 December 2023 the total outstanding shares of AMSC was 71,863,838 shares each with a par value of NOK 1
per share.
Between 13 December 2023 and 18 December 2023, AMSC bought 150,000 treasury shares in a connection with the
Company’s incentive scheme for employees. The average price per share was NOK 27.48, which implies a total consideration
of NOK 4,121,516.
The treasury shares were sold 19 January 2024, AMSC holds 0 treasury shares at this date.
The dividend for Q4 2023 of USD 3.6 million is recognized as a liability as of year-end 2023 and will be paid on 15 March
2024. The dividend is classified as a return of paid in capital.
AMSC ASA
64 - ANNUAL REPORT 2023
PARENT
NOTE 5: TOTAL EQUITY
The shares were owned by the following 20 largest parties as of 31 December 2023:
Name Number Percent
AKER CAPITAL AS 13 701 416 19.1%
DNB Markets Aksjehandel/-analyse 10 923 892 15.2%
SKANDINAVISKA ENSKILDA BANKEN AB 10 886 327 15.1%
B.O. STEEN SHIPPING AS 4 030 000 5.6%
Goldman Sachs & Co. LLC 3 487 467 4.9%
VERDIPAPIRFONDET DNB SMB 1 509 776 2.1%
TRETHOM AS 1 111 111 1.5%
Pershing LLC 1 076 400 1.5%
Citibank, N.A. 849 576 1.2%
Skandinaviska Enskilda Banken AB 673 953 0.9%
CLEARSTREAM BANKING S.A. 604 205 0.8%
Avanza Bank AB 558 171 0.8%
MIDELFART CAPITAL AS 555 800 0.8%
NORDNET LIVSFORSIKRING AS 517 513 0.7%
The Bank of New York Mellon SA/NV 463 411 0.6%
VESTVIK PRESERVING AS 445 537 0.6%
ALPHA FINANS OG EIENDOM INVEST AS 348 816 0.5%
BEDDINGEN FINANS AS 341 306 0.5%
SIX SIS AG 325 950 0.5%
UBS Switzerland AG 320 080 0.4%
Total 20 largest shareholders 52 730 707 73.4%
Other shareholders 19 133 131 26.6%
Total 71 863 838 100.0%
NOTE 6: CASH AND CASH EQUIVALENTS
There is no restricted cash, except cash in a tax withholding account for employees’ salaries of USD 32 thousand at 31
December 2023.
AMSC ASA
ANNUAL REPORT 2023 - 65
NOTE 8: SHARES OWNED BY THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT
For information regarding shares owned by the members of the board of directors and the senior management, see note
17 in the consolidated accounts.
NOTE 9: GUARANTEES
The company has made the following guarantees:
Amount
Description Beneficiary (USD thousands) Guarantee party
Senior secured credit facility DNB Bank ASA 120 000 Offshore Leasing I AS
On 23 October 2023, AMSC signed an agreement to sell 100% of the shares in OSL1. On 16 January 2024, the refinancing
of Solstad Shipholding AS was successfully completed and AMSC no longer has guarantees for OSL1.
PARENT
NOTE 7: OTHER OPERATING AND FINANCIAL INCOME/EXPENSES
Fees to the auditors of USD 70 thousand (without VAT) for ordinary audit was expensed in 2023. For 2022 the fees to the
auditors was USD 31 thousand (without VAT) for ordinary audit. For more information on fees paid to auditors, see note 3
in the consolidated accounts.
The Company has no other employees than the CEO, CFO and Controller. See note 17 in the consolidated accounts for more
information regarding remuneration to senior management. Pension costs totaled USD 23 thousand in 2023 and USD 18
thousand in 2022. This pension cost covered three employees in 2023 and two in 2022. Board of directors expenses were
USD 179 thousand in 2023 and USD 163 thousand in 2022.
Other interest and financial income in 2023 includes USD 1.3 million in interest income on bank deposits. Other interest
and financial expenses in 2023 includes realized and unrealized currency losses of USD 1.5 million.
For 2022 other interest and financial income includes 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 of USD 0.1 million.
Net profit from discontinued operations includes USD 1.4 million of guarantee fees from subsidiaries in 2023.
Net profit from discontinued operations includes USD 1.9 million of guarantee fees from subsidiaries in 2022.
The consolidated income statement for both 2023 and 2022 have been reworked to represent the accounts for continuing
operations after the sale of ATHC in 2023 and the reclassification of OSL1 as held for sale as of 31 December 2023. More
information about discontinued operation in note 10.
Refer to note 18 in the consolidated accounts for information regarding transactions and agreements with related
parties.
AMSC ASA
66 - ANNUAL REPORT 2023
NOTE 10: DISCONTINUED OPERATIONS
On 18 October the sale of 100% of the shares in ATHC was successfully closed. The transaction comprised all of AMSC’s
Jones Act business including the 10 tankers and corresponding bareboat charters, debt and corporate structure.
On 23 October, AMSC announced an agreement with Solstad Shipholding AS to participate in an overall refinancing solution
by contributing 100% of its shares in OSL1 which owns the CSV Normand Maximus on bareboat charter to a subsidiary
of Solstad Offshore, in return for new common shares in the parent company of the new corporate structure, SMH.
Subsequent to year-end, the refinancing was completed on 16 January 2024, resulting in a positive cash effect to AMSC of
USD 15.5 million from the repayment of the intercompany loan on closing. The shares in subsidiaries were consequently
presented as held for sale in the 2023 financial statements. AMSC will recognize a gain on the sale of OSL1 in Q1 2024 of
approximately USD 34.6 million.
Assets sold 18 October 2023 and assets held for sale as of 31 December 2023, are reported in the current period as
discontinued operations for the period to the date of disposal as set out below.
The result of the discontinued operation for the last year is presented below:
Amounts in USD thousands 2023 2022
Revenue 1 798 3 186
Operating profit 1 798 3 186
Interest income from group companies 11 636 10 732
Dividends from subsidiaries 28 505 39 000
Other interest and financial income 1 401 1 859
Profit/(loss) for the year from discontinued operations 43 339 54 777
Gain on sale of ATHC 102 520 -
Profit/ loss from discontinued operations 145 860 54 777
The resulting effect on the assets and liabilities for the company;
31 December
Amounts in USD thousands 2023
Shares in subsidiaries 81 761
Total assets classified as held for sale 81 761
Total liabilities associated with assets classified as held for sale -
Net book value of assets classified as held for sale 81 761
PARENT
AMSC ASA
ANNUAL REPORT 2023 - 67
NOTE 11: EVENTS AFTER THE BALANCE DATE
On 16 January 2024, the refinancing of Solstad Shipholding AS was successfully completed, which included AMSC’s NOK
1.0 bn contribution in kind of 100% of the shares in OSL1 against shares in SMH. AMSC holds approximately 21.1% of the
shares and votes in SMH, which will be diluted following completion of the announced NOK 750 million additional share
offering, expected to be completed during Q2 2024. In connection with the closing of the refinancing, AMSC’s loan to OSL1
was repaid in full, resulting in a positive cash effect to AMSC of USD 15.5 million. AMSC will recognize a gain on the sale of
OSL1 in Q1 2024 of approximately USD 34.6 million.
On 19 January 2024, AMSC sold 150,000 of its treasury shares. 100,000 shares were sold to the Company’s CEO, Pål
Magnussen and 50,000 shares were sold to MB Capital AS, a company controlled by the Company’s CFO Morten Bakke. The
shares were sold at a price per share of NOK 22.68, corresponding to the closing price of NOK 28.35 less a price reduction
of 20% to compensate for lock-up restrictions on the shares for a period of three years. Following this transaction, the
Company holds 0 treasury shares.
The dividend for Q4 2023 of USD 3.6 million will be paid on 15 March 2024. The dividend is classified as a return of paid in capital.
In March 2024, the Company received a letter from Kistefos AS and Kistefos Investments AS (together “Kistefos”) which
informed the Chairman and CEO of AMSC ASA that Kistefos is considering initiating a lawsuit against the Company, the
Chairman and the CEO to claim compensation for the alleged loss incurred by Kistefos as a result of the refinancing that
was announced by Solstad Offshore ASA (“SOFF”) on 23 October 2023. Kistefos is considering initiating the lawsuit in the
form of a class action, so that other shareholders in SOFF may participate. AMSC ASA, the Chairman and the CEO maintain
that any such lawsuit would be without merit.
NOTE 10: DISCONTINUED OPERATIONS
Condensed Cash Flow Statement from discontinued operations
Amounts in USD thousands 2023 2022
Cash flows attributed to discontinued operations
Net cash flow from operating activities 42 922 54 777
Net cash flow from investing activities 185 865 (48 654)
Net cash flow from financing activities - -
Net cash inflow (outflow) 228 787 6 122
Details of the sale of ATHC
31 December
Amounts in USD thousands 2023
Gross proceeds 249 300
Transactions costs (8 050)
Deferred purchase price (3 000)
Net proceeds 238 250
Capex adjustment 200
Carrying amount of net assets sold (135 930)
Gain on sale before income tax 102 520
PARENT
AMSC ASA
68 - ANNUAL REPORT 2023
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 2023, 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 2023, 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 material accounting policy information.
In our opinion
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2023, 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 2023, and its financial performance and its cash flows for the year then ended
in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by
relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards)
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
We have been the auditor of the Company for two years from the election by the general meeting of the
shareholders on 22 April 2022 for the accounting year 2022.
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.
AMSC ASA
ANNUAL REPORT 2023 - 69
AUDITORS’
REPORT
2 / 5
The Group’s business activities have changed significantly due to the sale of 100% of the shares in
American Tanker Holding Company and signing of an agreement on participation in Solstad Offshore’s
refinancing transaction by contributing 100% of the shares in Offshore Leasing I AS to a subsidiary of
Solstad Offshore. Consequently, Accounting for Discontinued Operations and Disposal Group held for Sale
is considered to be a new area of focus this year. Impairment Assessment for Vessels and Equipment is no
longer considered to be a Key Audit Matter, as the vessels have either been sold or classified as held for
sale.
Key Audit Matters
How our audit addressed the Key Audit Matter
Accounting for Discontinued Operations and
Disposal Group Held for Sale
During Q4 AMSC ASA sold 100% of the shares in
American Tanker Holding Company
(“ATHC”). The
results of operations of ATHC and net profit from
the sale of the shares in ATHC are presented as
profit from discontinued operations.
Also during Q4, AMSC signed an agreement to
participate in the refinancing of the Solstad
Group.
AMSC contributed 100% of its shares in
Offshore Leasing I AS (“OSL1”) to a subsidiary of
Solstad Offshore, in return for new common shares
in Solstad Maritime Holding AS. The results of the
operations of OSL1 are presented as profit from
discontinued operations, and the associated assets
and liabilities were presented as held for sale in the
2023 financial statements.
We considered profit from discontinued operations
and disposal of group held for sale to be a key
focus area due to the pervasive impact on the
financial statements when assets are reclassified to
held for sale or sold during the period. Further, the
accounting considerations involved can be
complex, and there is an inherent risk of errors
from the detailed bookkeeping of the transactions.
We refer t
o note 1 - Accounting principles and note
19
- Discontinued operations and disposal group
held for sale, where management explains the two
transactions and how they have been accounted
for
in the financial statements.
To consider whether
classification as discontinued
operations was appropriate, we obtained the
documents supporting the two transactions, which
we studied carefully to understand the transactions.
To further deepen our understanding, we held
discussions with management about
the details
and terms in the agreements. Our discussions
included management's procedures to ensure
appropriate accounting treatment of the two
transactions, and how management had evaluated
the various aspects of the accounting and
disclosure requirements
, particularly the
requirements in IFRS 5.
We recalculated management’s calculation of the
results of the operations of ATHC and OSL1. We
traced the detailed information used in the
calculation back to supporting documentation as
well as considered manage
ment’s use of
assumptions against our accumulated knowledge
of the transactions and IFRS requirements.
For the ATHC transaction, we performed audit
procedures over management's calculations of net
profit from the sale to test whether it appropriately
ref
lected the terms of the sale and purchase
agreement in respect of consideration and claims
from the purchaser.
Further, for the OSL1 transaction, we assessed the
measurement of the non
-current assets held for
sale at the lower of the carrying amount and fa
ir
value less costs to sell based on the underlying
facts of the agreements.
We read note 1
-
Accounting principles and note 19
–
Discontinued operations and disposal group held
for sale and assessed them to be in line with the
requirements.
AMSC ASA
70 - ANNUAL REPORT 2023
AUDITORS’
REPORT
3 / 5
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there
is material inconsistency between the Board of Directors’ report and the other information accompanying
the financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
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 of the Company 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 of the consolidated financial statements of
the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the
EU. Management is responsible for such internal control as management determines is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
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 an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
AMSC ASA
ANNUAL REPORT 2023 - 71
AUDITORS’
REPORT
4 / 5
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, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
AMSC ASA
72 - ANNUAL REPORT 2023
5 / 5
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of 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 5967007LIEEXZXHXNC41-2023-12-31-en.zip, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on
the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the
Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual
report in XHTML format, and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
For a description of the auditor’s responsibilities when performing an assurance engagement of the ESEF
reporting, see: https://revisorforeningen.no/revisjonsberetninger
Oslo, 14 March 2024
PricewaterhouseCoopers AS
Anne Kristin Huuse
State Authorised Public Accountant
AUDITORS’
REPORT
ANNUAL REPORT 2023 - 73
AMSC ASA
AMSC’s goal is that the Company’s
shareholders will, over time, receive com-
petitive 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 recommendation is based upon
earnings for the year just ended, the
financial situation at the relevant point
in time and applicable restrictions under
AMSC’s financial agreements.
DIVIDENDS
The Company paid quarterly dividends
totaling USD 0.41 per share (USD 29.5
million) in 2023. The quarterly dividends
were classified for accounting purposes
as repayment of previously paid in share
premium. In addition, AMSC distributed
and additional dividend of USD 2.366 per
share (USD 170 million) on 1st Novem-
ber 2023. The additional dividend was
classified for accounting purposes as a
dividend.
The Norwegian Public Limited Liability
Companies Act allows for the Board of
Directors to pay dividends on the basis of
an authorization from the General Meet-
ing. At the 2023 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 2022, valid up to the Company’s
Annual General Meeting in 2024. Such
authorization facilitated payment of
dividend by the Board of Directors on a
quarterly basis. On 20 November 2023,
an Extraordinary General Meeting was
held in which the shareholders of AMSC
approved the audited interim balance
sheet of the Company and approved the
proposed dividend of USD 0.10 per share,
USD 0.05 per share payable in December
2023 and USD 0.05 per share payable in
March 2024.
SHARES AND SHARE CAPITAL
As of 31 December 2023, 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 2023
accounts).
As of 31 December 2023, the Company
had 2,969 shareholders, of whom 8.2
percent were non-Norwegian sharehold-
ers.
AMSC ASA currently has a single share
class and each share is entitled to one
vote. The Company held 150,000 own
(treasury) shares as of 31 December
2023.
STOCK-EXCHANGE LISTING
The Company’s shares are listed on the
Euronext Oslo Stock Exchange’s main
(OSEBX) list (ticker: AMSC). AMSC’s
shares are registered 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 en-
tered into between two or more related
companies. The boards of directors
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
74 - ANNUAL REPORT 2023
AMSC ASA
and other parties involved in the deci-
sion-making processes related to such
agreements are all critically aware of the
need to handle such matters in the best
interests of the involved companies, in
accordance with good corporate gover-
nance practice and on an arm’s length
basis. If needed, external, independent
opinions are sought.
CURRENT BOARD AUTHORIZATIONS
The General Meeting in 2023 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 invest-
ments 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 2024.
SHARE INCENTIVE PROGRAM
The Company currently does not have
any share or stock option plans, but the
Annual General Meeting approved the
establishment of an incentive program
for its employees, giving the Board of Di-
rectors the ability to offer its employees
to purchase shares in the Company at a
discounted value, subject to certain lock-
up restrictions.
INVESTOR RELATIONS
AMSC ASA seeks to maintain an open
and direct dialogue with shareholders, fi-
nancial analysts, and the financial market
in general.
SHARE AND
SHAREHOLDER
INFORMATION
20 LARGEST SHAREHOLDERS
as of 31 December 2023
Number of Ownership
Shareholder shares held (in %)
AKER CAPITAL AS 13 701 416 19.1%
DNB Markets Aksjehandel/-analyse 10 923 892 15.2%
SKANDINAVISKA ENSKILDA BANKEN AB 10 886 327 15.1%
B.O. STEEN SHIPPING AS 4 030 000 5.6%
Goldman Sachs & Co. LLC 3 487 467 4.9%
VERDIPAPIRFONDET DNB SMB 1 509 776 2.1%
TRETHOM AS 1 111 111 1.5%
Pershing LLC 1 076 400 1.5%
Citibank, N.A. 849 576 1.2%
Skandinaviska Enskilda Banken AB 673 953 0.9%
CLEARSTREAM BANKING S.A. 604 205 0.8%
Avanza Bank AB 558 171 0.8%
MIDELFART CAPITAL AS 555 800 0.8%
NORDNET LIVSFORSIKRING AS 517 513 0.7%
The Bank of New York Mellon SA/NV 463 411 0.6%
VESTVIK PRESERVING AS 445 537 0.6%
ALPHA FINANS OG EIENDOM INVEST AS 348 816 0.5%
BEDDINGEN FINANS AS 341 306 0.5%
SIX SIS AG 325 950 0.5%
UBS Switzerland AG 320 080 0.4%
Total 20 largest shareholders 52 730 707 73.4%
Other shareholders 19 133 131 26.6%
Total 71 863 838 100.0%
GEOGRAPHIC DISTRIBUTION
as of 31 December 2023
Number of Ownership
Nationality shares held (in %)
Non-Norwegian shareholders 12 960 893 18.0%
Norwegian shareholders 58 902 945 82.0%
Total 71 863 838 100.0%
ANNUAL REPORT 2023 - 75
AMSC ASA
Visitors to AMSC’s website at
www.amscasa.com can subscribe to
email delivery of AMSC news releases.
AMSC’s press releases and investor
relations publications for the current and
prior years are available at the Company’s
website: www.amscasa.com. This online
resource includes the Company’s quar-
terly and annual reports, prospectuses,
corporate presentations, articles of asso-
ciation, financial 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 avail-
able 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 De-
pository (VPS). Please note that VPS ser-
vices (VPS Investortjenester) is designed
primarily for Norwegian shareholders.
Subscribers to this service receive annual
reports in PDF format by email.
Electronic distribution is the fastest
channel for accessing Company informa-
tion; it is also cost-effective and environ-
mentally friendly.
Quarterly reports, which are generally only
distributed electronically, are available
from the Company’s website and other
sources. Shareholders who are unable to
receive the electronic version of interim
and annual reports, may subscribe to the
printed version by contacting AMSC.
SHARE AND
SHAREHOLDER
INFORMATION
OWNERSHIP STRUCTURE
as of 31 December 2023
Number of Percent of
Shares owned shareholders share capital
1-100 702 0.03%
101-1000 1 022 0.68%
1001-10,000 897 4.51%
10,001-100,000 290 12.50%
100,001-500,000 44 12.03%
over 500,000 14 70.25%
Total 2 969 100.00%
QUARTERLY DIVIDEND HISTORY *
USD per share
ANNUAL SHAREHOLDERS’ MEETING
AMSC ASA’s annual shareholders’ meet-
ing is normally held in April. Written noti-
fication is sent to all shareholders individ-
ually 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
shareholders’ meeting.
2023 SHARE DATA
The Company’s total market capitaliza-
tion as of 31 December 2023 was NOK
1,933 million. During 2023, a total of
46,994,036 AMSC ASA shares traded.
The shares traded on 255 trading days.
Q4-21 Q2-22 Q2-23Q1-22 Q1-23Q3-22 Q3-23Q4-22 Q4-23
0.12 0.12 0.120.12 0.120.12
0.05
0.12
0.05
Q3-21
0.10
Q2-21
0.10
Q1-21
0.10
* excludes additional dividend in Q3 2023 of USD 2.366 per share
AMSC ASA
76 - ANNUAL REPORT 2023
ANNUAL REPORT 2023 - 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
building a premier maritime
investment position to create
maximum value for its share-
holders. Good corporate gov-
ernance will help to reduce risk
and ensure sustainable value
creation.
CORPORATE
GOVERNANCE
78 - ANNUAL REPORT 2023
AMSC ASA
BUSINESS
The Company’s business model is to
invest in maritime assets and companies.
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 Generate stable cash flow from mari-
time investments
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 9 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. The
board of directors is 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 2023 was USD 118.7 million
corresponding to an equity ratio of 61.7
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 73-75 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 2023
granted an authorization to the Board
to purchase own (treasury) shares in
connection with the Company’s incentive
scheme for employees, for investment
purposes, subsequent sale, or deletion
of such shares and in connection with
acquisitions, mergers, de-mergers or
other transactions. The Board was also
granted an authorization to increase the
share capital in connection with strength-
ening of the Company’s equity capital or
to raise equity capital for future invest-
ments within the Company’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
2024.
EQUAL TREATMENT OF
SHAREHOLDERS
The Company has a single class of
shares, and all shares carry the same
rights in the Company.
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.
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
CORPORATE
GOVERNANCE
ANNUAL REPORT 2023 - 79
AMSC ASA
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 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
sufficient cause for it to refuse to allow
this. The proxy form includes instruc-
tions for representation at the meeting
through a proxy or by virtual participation
and allows shareholders to nominate a
person who will be available to vote on
behalf of the 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 8 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 association,
the nomination committee recommends
candidates for members of the Board. The
nomination committee also makes recom-
mendations 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 Charlotte Håkonsen
(chair) and Ingebret G. Hisdal, with Hilde K.
Ramsdal as a deputy member.
The general meeting of the Company has
adopted guidelines for the nomination
committee. According to these guidelines,
the nomination committee shall empha-
size that candidates for the Board have
the necessary experience, competence
and capacity to perform their duties in
a satisfactory manner. Furthermore, at-
tention should be paid to ensure that the
Board can function effectively as a colle-
giate 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 guide-
lines for the nomination committee 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
CORPORATE
GOVERNANCE
80 - ANNUAL REPORT 2023
AMSC ASA
of AMSC’s executive management shall
not be board members. The current
composition of the Board is presented on
page 11 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.
Two of the three shareholder-elected
Board members are up for election in
2024.
THE WORK OF THE BOARD OF
DIRECTORS
The Board has adopted informal guide-
lines that regulate areas of responsibility,
tasks, and division of roles of the Board,
Chair, and CEO. These instructions feature
rules governing Board schedules, rules
for notice and chairing of Board meetings,
decision-making rules, the CEO’s duty
and right to disclose information to the
Board, professional secrecy, impartiality,
and other issues. In general, four ordi-
nary board meetings are convened each
year, with one meeting held every quar-
ter. These instructions also state how
the board of directors and the CEO shall
handle agreements with related parties,
including whether an independent valu-
ation is considered necessary. The trans-
action of agreements with related parties
should be carried out in a manner that
ensures sufficient clarity with regard to
the balance of the agreement. The board
should also present any such agreements
in the annual report. See information on
transactions with related parties in Note
18 to the consolidated accounts.
To ensure a more independent consid-
eration of matters of a material nature
in which the Chair is, or has been, person-
ally involved, the Board’s consideration of
such matters should be chaired by anoth-
er member of the Board. The Board itself
assesses the need to elect a deputy chair.
The Norwegian Public Limited Liability
Companies Act requires that companies
listed on a regulated market shall have
an audit committee. Due to the small
size of the Company’s Board, the entire
Board acts as the audit committee, thus
the Company deviates from The Code of
Practice in this respect. The majority of
the members of the audit committee are
independent of the Company’s opera-
tions.
With the exception of the audit com-
mittee, the Board has not deemed it
necessary to establish other board
committees at this time. The Board has
considered appointing a remuneration
committee in order to help ensure
thorough and independent preparation
of matters relating to compensation paid
to executive personnel. However, due to
the small size of the Board and since no
members of the executive personnel are
also members of the Board, the Board
does not deem it necessary to appoint a
remuneration committee at this time. If
the Board decides to appoint a remuner-
ation committee, the membership of the
committee shall be restricted to mem-
bers of the Board who are independent of
the Company’s executive personnel.
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.
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
has a small organization with three
employees, who all have direct communi-
cation with the Board. Meetings between
management, the external auditor and
members of the Board, to identify signif-
icant accounting issues or other issues
are held prior to completion of the annual
report and in connection with manage-
ment’s reporting to the audit committee.
The purpose of these meetings is to
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ANNUAL REPORT 2023 - 81
AMSC ASA
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 2023 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 Com-
pany’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 www.
newsweb.no. All information that is
distributed to shareholders is simulta-
neously 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-
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AMSC ASA
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.
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GOVERNANCE
AMSC ASA
ANNUAL REPORT 2023 - 83
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
AMSC ASA