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Annual Report 2016 This is American Shipping Company The business model of American Shipping Company ASA (AMSC) is to own and bareboat charter out U.S. built vessels to qualified U.S. citizen operators, who in turn time charter out the vessels in the U.S. domestic Jones Act market in a profit sharing arrangement with AMSC. The objective of the business model is to generate a stable cash flow from long term bareboat charters protected from short term market fluctuations, with upside potential through profit sharing arrangements with the charterers. AMSC currently owns nine modern handy size product tankers and one modern handy size shuttle tanker, all built at Philly Shipyard (PHLY), a leading U.S. shipyard (formerly named Aker Philadelphia Shipyard). All ten vessels are on long term fixed rate bareboat charters with OverseasShipholding Group Inc. (OSG), together with a profit sharing agreement with OSG.OSG charters the vessels out on voyage and time charters to major oil companies and refineries.OSG has options to renew the bareboat charters for the life of the vessels.AMSCalso owns an equity stake in Philly Tankers AS, a Norwegian OTC-listed company which ordered four product tankers to be built at PHLY. Philly Tankers has entered into agreements to sell all four tanker contracts upon delivery. AMSCis headquartered in Lysaker, Norway, and listed on the Oslo Stock Exchange, with its principal operating subsidiaries located in Pennsylvania, USA. Split of Aker American Shipping’s ship owning operations from its ship building operations, establishing Aker Philadelphia Finalized settlement Shipyard ASA (AKPS) agreement with OSG that settled all commercial Obtained take-out financing for disputes between the the ten vessels and issued NOK companies 700 million bond for investments in vessels and operations Took delivery of two additional tankers; sold Took delivery of the first three first of two shuttle tanker product tankers contracts to OSG 2005 2007 2008 2009 2010 Aker American Shipping ASA Aker ASA reduced its ownership Took delivery of two product (AKASA) established, interest to 19.9% in compliance tankers Philadelphia Shipyard acquired with U.S. Jones Act foreign and company listed on Oslo ownership restrictions Sold second shuttle tanker Stock Exchange. contract to OSG Name changed from Aker Closed a ten ship bareboat American Shipping ASA to charter agreement with American Shipping Company Overseas Shipholding Group, ASA. Trading ticker also changed Inc. (OSG) and placed from AKASA to AMSC corresponding ten ship order at Philadelphia Shipyard Took delivery of two more product tankers Refinancing of secured vessel debt completed with USD 450 Launched major recapitalization million in new secured debt of the Company including USD 120 million private placement, Philly Tankers secured long-term conversion of subordinated debt time charters on its first two to equity and amendments to ships, declared its two options vessel debt and bond loan and entered into agreement to Took delivery of final sell all four tanker contracts upon product tanker in build Negotiated agreement with OSG delivery series with AKPS for conversion of one of the ten product tankers into a shuttle Extended maturity of the tanker for a long term time NOK bond for 6 years charter with Shell 2011 2012 2013 2014 2015 2016 Negotiated extension of maturity Completed a major First Philly Tankers ship contract of vessel debt to June 2016 recapitalization of the Company and related assets sold with the which raised approximately USD proceeds distributed in early 2017 Achieved bareboat charter 128 million in cash and increased extensions with OSG to Decem- equity by approximately USD Explored opportunities for ber 2019 166 million refinancing of existing unsecured bond, with a new bond closed in OSG filed for Chapter 11 Began paying quarterly dividends February 2017 bankruptcy protection of USD 0.10 per share OSG emerged from Chapter 11 bankruptcy with all of AMSC’s agreements assumed as part of OSG’s plan of reorganization Overseas Tampa was converted to a shuttle tanker for a ten year time charter to Shell beginning in 2015 Invested USD 25 million in Philly Tankers with orders for two product tankers and options for two additional tankers In review Key events 2016 Key Events 2016 Contents In review 2 Key events 2016 3 Key figures 2016 5 Goals and strategies Performance 2016 6 Board of directors’ report 11 Board responsibility statement 12 Annual accounts – group 12 Consolidated statement of financial position 13 Consolidated income statement and consolidated statement of comprehensive income 14 Consolidated statement of changes in equity Dividend growth 15 Consolidated cash flow statement For the financial year 2016, the Company declared 16 Notes to the consolidated accounts dividends of USD 0.479 per share, USD 29 million in 32 Annual accounts – parent company total, a 15% increase from 2015. 32 Statement of financial position 33 Income statement and cash flow Investment in Philly Tankers statement 34 Notes to the accounts Philly Tankers closed the sale of its firstproducttanker contract and related assets to a subsidiary of Kinder 39 Auditor’s report Morgan, Inc. in November 2016. AMSC received its first 43 Share and shareholder information distribution from Philly Tankers amountingtoUSD6.8 million in January 2017, which was used to repay a por- Our organization and governance tion of the subordinated loan. 46 Corporate governance Bond refinancing 50 Presentation of the board of directors The Company began exploring its refinancing options for 51 Presentation of management the existing unsecured bond, which expires in February 52 Contact information 2018, with the hiring of financial advisors during Q3 2016. Subsequent to year-end, AMSC completed the placement ofaUSD 220 million senior unsecured bond. The bond issue wassignificantly oversubscribed and received strong Financial calendar 2017 demand from Nordic as well as international investors. 26 April Annual General Meeting 2017 Settlement was on 22 February, 2017 with final maturity 23 May 1st quarter interim results 2017 date on 22 February, 2022. The new bond issue has a 16 August2nd quarter interim results 2017 fixed coupon of 9.25%. An application will be made for the 16 November 3rd quarter interim results 2017 bonds to be listed on the Oslo Stock Exchange. (Dates subject to change) 2 American Shipping Company annual report 2016 In review Key figures 2016 Key Figures 2016 Profit and loss items 2016 2015 Operating revenues USD million 88.0 87.8 EBITDA USD million 85.1 84.9 Net income USD million 7.1 9.7 Normalized EBITDA Reported EBITDA USD million 85.1 84.9 Profit share USD million 10.2 11.1 DPO USD million 3.9 3.3 Normalized EBITDA USD million 99.2 99.3 Cash flow 2016 2015 Cash flow from operating activities USD million 56.7 50.9 Cash flow from investing activities USD million - - Cash flow used in financing activities USD million (38.6) (110.9) Cashas of 31 December USD million 51.4 33.3 Balance sheet 2016 2015 Interest bearing debt USD million 664.4 670.8 Equity USD million 195.7 216.4 Total assets USD million 889.4 905.0 Equity ratio Percent 22.0% 23.9% The AMSC share 2016 2015 Share price as of 31 December NOK 24.3 26.5 Dividend per share NOK 3.99 3.42 Dividend per share USD 0.48 0.42 Dividend yield Percent 16.4% 12.4% American Shipping Company annual report 2016 3 In review Goals and Strategies Goals and Strategies Be a preferred ship owning and lease finance company in the Jones Act market Generate stable cash flow from long term bareboat charters Have a modern, safe and operationally friendly fleet Explore and invest in value creating opportunities for our stakeholders Ensure an optimal use of capital American Shipping Company annual report 2016 5 Performance 2016 Board of directors’ report Board of Directors’ Report for 2016 Introduction the vessels under terms that are similar to The DPO is a receivable from OSG American Shipping Company ASA the existing arrangements. which originated from deferred cash pay- (“AMSC” or the “Company”) is a ship own- The vessels were built at Philly Ship- ments of a portion of the daily bareboat ing and lease finance company with a yard (“PHLY”, formerly named Aker Phila- charter rate for five of AMSC’s ships for the modern fleet of nine product tankers and delphia Shipyard, Inc.), a leading U.S. first seven years. The DPO is repaid to one shuttle tanker operating in the U.S. shipyard and delivered between 2007 and AMSC over 18 years including interest domestic (“Jones Act”) trades. During 2011. unless the bareboat charter is terminated 2016, all ten tankers were in operation on The Company has no research and earlier at which time the DPO becomes due long term bareboat charters to Overseas development activity. immediately. Shipholding Group, Inc. and itssubsidiaries The Jones Act market Normalized EBITDA (USD (collectively “OSG”), one of the largest millions) 2016 2015 operators in the Jones Act tanker market, The U.S. cabotage law, commonly referred Reported EBITDA 85.1 84.9 and domiciled in Tampa, Florida. to as the Jones Act, requires all commer- cial vessels transporting cargoes between Profit share 10.2 11.1 The Group’s business activities points in the United States to be U.S. built, DPO 3.9 3.3 The main entities in the AMSC Group owned, operated and manned by U.S. citi- Normalized EBITDA 99.2 99.3 (“Group”) are the Norwegian holding zens, and registered under the U.S. flag. company American Shipping Company AMSC’s operation in the Jones Act ASA and its wholly owned U.S. subsidiaries Investment in Philly Tankers AS market is made possible by the lease American Tanker Holding Company, Inc.