UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 1-13944
NORDIC AMERICAN TANKER SHIPPING LIMITED
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
ISLANDS OF BERMUDA
--------------------------------------------------------------------------------
(Jurisdiction of incorporation or organization)
Canon's Court
22 Victoria Street
Hamilton HM EX
Bermuda
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Shares American Stock Exchange
------------------- -----------------------
Securities registered or to be registered
pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
Common Shares, par value $0.01 9,706,606
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark which financial statement item the Registrant has elected
to follow.
Item 17 |X| Item 18 |_|
TABLE OF CONTENTS
PAGE
PART I
Item 1. Identity of Director, Senior Management and Adviser ............5
Item 2. Offer Statistics and Expected Timetable ........................5
Item 3. Key Information ................................................5
A. Selected Financial Data ........................................5
B. Capitalization and Indebtedness ................................8
C. Reasons for the Offer and Use of Proceeds ......................8
D. Risk Factors ...................................................8
Item 4. Information on the Company ....................................13
A. History and Development of the Company ........................13
B. Business Overview .............................................13
C. Organizational Structure ......................................21
D. Property, Plant and Equipment .................................22
Item 5. Operating and Financial Review and Prospects ..................22
A. Operating Results .............................................22
B. Liquidity and Capital Resources ...............................22
C. Research, Development, Patents and Licenses, Etc. .............23
D. Trend Information .............................................23
E. Off Balance Sheet Arrangements ................................23
F. Tabular Disclosure of Contractual Obligations .................23
Item 6. Directors, Senior Management and Employees ....................24
A. Directors and Senior Management ...............................24
B. Compensation ..................................................25
C. Board Practices ...............................................25
D. Employees .....................................................25
E. Share Ownership ...............................................25
Item 7. Major Shareholders and Related Party Transactions .............26
A. Major Shareholders ............................................26
B. Related Party Transactions ....................................26
C. Interests of Experts and Counsel ..............................26
Item 8. Financial Information .........................................26
A. Consolidated Statements and Other Financial Information .......26
Item 9. The Offer and Listing .........................................27
A.4. Market Price Information ....................................27
C. Markets .......................................................28
Item 10. Additional Information .......................................28
A. Share Capital .................................................28
B. Memorandum and Articles of Association ........................28
C. Material Contracts ............................................29
D. Exchange Controls .............................................29
E. Taxation ......................................................30
F. Dividends and Paying Agents ...................................31
G. Statement by Experts ..........................................31
H. Documents on Display ..........................................31
Item 11. Quantitative and Qualitative Disclosures
About Market Risk ............................................31
Item 12. Description of Securities other than Equity Securities. ......31
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies ..............32
Item 14. Material Modifications to the Rights of
Security Holders and Use of Proceeds .........................32
Item 15. Controls and Procedures ......................................32
Item 16. [Reserved] ...................................................32
Item 16A. Audit Committee Financial Expert ............................32
Item 16B. Code of Ethics ..............................................32
Item 16C. Principal Accountant Fees and Services ......................32
Item 16D. Exemptions from the Listing Standards for
Audit Committees.............................................33
Item 16E. Purchases of Equity Securities by the
Issuer and Affiliated Purchasers ............................33
Part III
Item 17. Financial Statements ........................................F-1
Item 18. Financial Statements ........................................S-1
Item 19. Exhibits ....................................................S-1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
The following historical financial information should be read in
conjunction with our audited consolidated financial statements and related notes
all of which are included elsewhere in this document and "Operating and
Financial Review and Prospects". The statements of operations data for each of
the three years ended December 31, 2001, 2002, and 2003 and selected balance
sheet data as of December 31, 2002 and 2003 are derived from our audited
consolidated financial statements included elsewhere in this document. The
statements of operations data for each of the years ended December 31, 1999,
2000 and 2001 and selected balance sheet data as of December 31, 1999, 2000 and
2001 are derived from our audited financial statements not included in this
document.
SELECTED BALANCE SHEET DATA
December 31,
---------------------------------------------------------------------------
2003 2002 2001 2000 1999
---------------------------------------------------------------------------
Assets
Cash and Cash Deposit 565,924 277,783 630,868 1,922,925 2,507,017
Prepaid Finance Expenses 14,475 28,955 43,435 57,915 72,395
Prepaid Insurance 91,667 83,333 70,000 58,333 70,833
Accounts Receivable 8,142,307 3,276,523 170,180 10,228,286 0
Vessels 128,081,925 134,912,965 141,744,005 148,575,045 155,406,085
---------------------------------------------------------------------------
Total Assets 136,896,298 138,579,559 142,658,488 160,842,504 158,056,330
===========================================================================
Accounts Payable 0 996 0 0 0
Accrued expenses 1,150,000 0 0 0 0
Accrued Interest 38,322 0 0 0 0
Bank Loan 30,000,000 0 0 0 0
---------------------------------------------------------------------------
Total Short-term Liabilities 31,188,322 996 0 0 0
---------------------------------------------------------------------------
Accrued expenses 0 2,016,000 778,000 0 0
Accrued Interest 0 215,466 38,666 43,500 77,333
Bank Loan 0 30,000,000 30,000,000 30,000,000 30,000,000
---------------------------------------------------------------------------
Total Long-term Liabilities 0 32,231,466 30,816,666 30,043,500 30,077,333
---------------------------------------------------------------------------
Shareholders' Equity
Share Capital 97,066 97,066 97,066 97,066 97,066
Accumulated Other Comprehensive Loss (1,150,000) (2,016,000) (778,000) 0 0
Other Shareholders Equity 106,760,910 108,266,031 112,522,756 130,701,938 127,881,931
---------------------------------------------------------------------------
Total Shareholders' Equity 105,707,976 106,347,097 111,841,822 130,799,004 127,978,997
---------------------------------------------------------------------------
Total Liabilities
and Shareholders' Equity 136,896,298 138,579,559 142,658,488 160,842,504 158,056,330
===========================================================================
SELECTED STATEMENT OF OPERATIONS DATA
Year Ended December 31,
-----------------------------------------------------------------------
2003 2002 2001 2000 1999
-----------------------------------------------------------------------
Revenue 37,370,756 18,057,989 28,359,568 36,577,262 14,782,500
Ship Broker Commissions (184,781) (184,781) (184,781) (185,288) (184,781)
Mgmt. Fee & Admin. Exp (366,421) (340,381) (281,406) (290,791) (314,004)
Directors Insurance (101,666) (86,667) (72,333) (82,500) (97,500)
Depreciation (6,831,040) (6,831,040) (6,831,040) (6,831,040) (6,831,039)
-----------------------------------------------------------------------
Net Operating Income 29,886,848 10,615,120 20,990,008 29,187,643 7,355,176
-----------------------------------------------------------------------
Net Financial Items (1,786,559) (1,767,852) (1,604,532) (1,518,677) (1,580,498)
-----------------------------------------------------------------------
Net Profit for the Year 28,100,289 8,847,268 19,385,476 27,668,966 5,774,678
=======================================================================
Basic Earnings Per Share 2.89 0.91 2.00 2.85 0.59
Diluted Earnings Per Share 2.89 0.91 2.00 2.85 0.59
Cash Dividends
Declared Per Share 3.05 1.35 3.87 2.56 1.35
Weighted Average Shares Outstanding:
Basic 9,706,606 9,706,606 9,706,606 9,706,606 9,706,606
Diluted 9,706,606 9,706,606 9,706,606 9,706,606 9,706,606
B. CAPITALIZATION AND INDEBTEDNESS
Not Applicable
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not Applicable
D. RISK FACTORS
Industry Specific Risk Factors
THE CYCLICAL NATURE OF THE TANKER INDUSTRY MAY LEAD TO VOLATILE CHANGES IN
CHARTER RATES WHICH MAY ADVERSELY AFFECT THE COMPANY'S EARNINGS
If the tanker industry, which has been cyclical, is depressed in the
future when the Company's vessels' charters expire or when the Company wants to
sell a vessel, the Company's earnings and available cash flow may decrease. The
Company's ability to recharter its vessels on the expiration or termination of
their current charters and the charter rates payable under any renewal or
replacement charters will depend upon, among other things, economic conditions
in the tanker market. Fluctuations in charter rates and vessel values result
from changes in the supply and demand for tanker capacity and changes in the
supply and demand for oil and oil products.
The factors affecting the supply and demand for tanker vessels are
outside of the Company's control, and the nature, timing and degree of changes
in industry conditions are unpredictable. The factors that influence demand for
tanker capacity include:
o demand for oil and oil products;
o global and regional economic conditions;
o the distance oil and oil products are to be moved by sea; and
o changes in seaborne and other transportation patterns.
The factors that influence the supply of tanker capacity include:
o the number of newbuilding deliveries;
o the scrapping rate of older vessels; and
o the number of vessels that are out of service.
The Company's vessels are currently operated under bareboat charters
to BP Shipping Ltd., a wholly owned subsidiary of BP p.l.c. The Company receives
a set minimum base rate charter hire and variable additional hire under these
bareboat charters. The amount of additional hire is determined by a brokers'
panel and therefore is subject to variation depending on general tanker market
conditions. The Company cannot assure you that the Charterer will pay additional
hire for any quarter.
THE VALUE OF THE COMPANY'S VESSELS MAY FLUCTUATE AND THE TERMINATION OF THE BP
SHIPPING LTD. CHARTERS COULD RESULT IN A LOWER SHARE PRICE
Tanker values have generally experienced high volatility. Investors
can expect the fair market value of the Company's oil tankers to fluctuate,
depending on general economic and market conditions affecting the tanker
industry and competition from other shipping companies, types and sizes of
vessels, and other modes of transportation. In addition, as vessels grow older,
they generally decline in value. These factors will affect the value of the
Company's vessels at the termination of their charters or earlier at the time of
their sale. It is very possible that the value of the Company's vessels could be
well below both their implied value based on the trading price for the Company's
shares and their present market value without the BP Shipping Ltd. charters.
While the trading price for the Company's shares depends on many factors, the
termination of the BP Shipping Ltd. charters could result in a lower market
price for the Company's shares. Declining tanker values could affect our ability
to raise cash by limiting our ability to refinance vessels and thereby adversely
impact our liquidity. If we determine at any time that a tanker's future limited
useful life and earnings require us to impair its value on our financial
statements, that could result in a charge against our earnings and the reduction
of our shareholders' equity. Due to the cyclical nature of the tanker market, if
for any reason we sell tankers at a time when tanker prices have fallen, the
sale may be at less than the tanker's carrying amount on our financial
statements, with the result that we would also incur a loss and a reduction in
earnings.
SOME OF OUR VESSELS MAY OPERATE ON A SPOT CHARTER BASIS AND ANY DECREASE IN SPOT
CHARTER RATES IN THE FUTURE MAY ADVERSELY AFFECT OUR EARNINGS
Following the expiration of the BP Shipping Ltd. charters, some of our
vessels may operate on a spot charter basis. Although spot chartering is common
in the tanker industry, the spot charter market is highly competitive and spot
charter rates may fluctuate significantly based upon tanker and oil supply and
demand. The successful operation of our vessels in the spot charter market
depends upon, among other things, obtaining profitable spot charters and
minimizing, to the extent possible, time spent waiting for charters and time
spent travelling unladen to pick up cargo. We cannot assure you that future spot
charters will be available at rates sufficient to enable our vessels trading in
the spot market to operate profitably. In addition, bunkering, or fuel, charges
that account for a substantial portion of the operating costs of our spot
chartered vessels, and generally reflect prevailing oil prices, are subject to
sharp fluctuations.
THE VALUE OF OUR VESSELS MAY FLUCTUATE AND ADVERSELY AFFECT OUR LIQUIDITY AND
MAY RESULT IN BREACHES UNDER OUR FINANCIAL ARRANGEMENTS AND SALES OF OUR VESSELS
AT A LOSS
Tanker values have generally experienced high volatility. Investors
can expect the fair market value of our Suezmax oil tankers to fluctuate,
depending on general economic and market conditions affecting the tanker
industry and competition from other shipping companies, types and sizes of
vessels, and other modes of transportation. In addition, as vessels grow older,
they generally decline in value. Declining tanker values could affect our
ability to raise cash by limiting our ability to refinance vessels in the future
and thereby adversely impact our liquidity. If we determine at any time that a
tanker's future limited useful life and earnings require us to impair its value
on our financial statements, that could result in a charge against our earnings
and the reduction of our shareholders' equity. Due to the cyclical nature of the
tanker market, if for any reason we sell tankers at a time when tanker prices
have fallen, the sale may be at less than the tanker's carrying amount on our
financial statements, with the result that we would also incur a loss and a
reduction in earnings.
OUR OPERATING RESULTS MAY FLUCTUATE SEASONALLY AFTER THE EXPIRATION OF THE BP
SHIPPING LTD. CHARTERS
After the expiration of the BP Shipping Ltd. charters, we may operate
our tankers in markets that have historically exhibited seasonal variations in
tanker demand and, as a result, in charter rates. Tanker markets are typically
stronger in the fall and winter months (the fourth and first quarters of the
calendar year) in anticipation of increased oil consumption in the northern
hemisphere during the winter months. Unpredictable weather patterns and
variations in oil reserves disrupt vessel scheduling.
Company Specific Risk Factors
BECAUSE THE COMPANY'S CHARTERS EXPIRE IN SEPTEMBER 2004, THE COMPANY MAY INCUR
ADDITIONAL EXPENSES AND NOT BE ABLE TO RECHARTER THE COMPANY'S VESSELS
PROFITABLY
Each of the Company's charters with BP Shipping Ltd. expires
approximately seven years after the date of delivery of each vessel to us, which
will be as early as September 2004, unless extended at the option of the
charterer for thirty days.
At the Company's Special Meeting of Shareholders on March 15, 2004,
the Company's shareholders decided by vote of approximately 96% of those voting
to continue the Company in business. Following termination of the restrictions,
the Company will be free under its bye-laws to conduct any business permitted by
law on an unrestricted basis. The Board of Directors is currently reviewing the
Company's business plan. Replacement charters may include shorter term time
charters and employing the vessels on the spot charter market (which is subject
to greater fluctuation than the time charter market). Any replacement charters
may bring the Company lower charter rates and would likely require the Company
to incur greater expenses which may reduce the amounts available, if any, to pay
distributions to shareholders.
SHIPPING COMPANIES GENERALLY MUST CONDUCT OPERATIONS IN MANY PARTS OF THE WORLD,
AND ACCORDINGLY THEIR VESSELS ARE EXPOSED TO INTERNATIONAL RISKS WHICH COULD
REDUCE REVENUE OR INCREASE EXPENSES.
Shipping companies conduct global operations. Changing economic,
regulatory and political conditions in some countries, including political and
military conflicts, have from time to time resulted in attacks on vessels,
mining of waterways, piracy, terrorism and other efforts to disrupt shipping.
The terrorist attacks against targets in the United States on September 11,
2001, the military response by the United States and the recent conflict in Iraq
may increase the likelihood of acts of terrorism worldwide. Acts of terrorism,
regional hostilities or other political instability could affect trade patterns
and reduce our revenue or increase our expenses.
TERRORIST ATTACKS, SUCH AS THE ATTACKS ON THE UNITED STATES ON SEPTEMBER 11,
2001, AND OTHER ACTS OF VIOLENCE OR WAR MAY AFFECT THE FINANCIAL MARKETS AND OUR
BUSINESS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Terrorist attacks such as the attacks on the United States on
September 11, 2001 and the United States' continuing response to these attacks,
as well as the threat of future terrorist attacks, continues to cause
uncertainty in the world financial markets. The recent conflict in Iraq may lead
to additional acts of terrorism and armed conflict around the world, which may
contribute to further economic instability in the global financial markets,
including the energy markets.
Future terrorist attacks, such as the attack on the m.t. Limburg in
October 2002, may also negatively affect our operations and financial condition
and directly impact our vessels or our customers. Future terrorist attacks could
result in increased volatility of the financial markets in the United States and
globally and could result in an economic recession in the United States or the
world. Any of these occurrences could have a material adverse impact on our
operating results, revenue, and costs after the BP Shipping Ltd. charters
expire.
THE COMPANY OPERATES IN THE HIGHLY COMPETITIVE INTERNATIONAL TANKER MARKET AND
ITS POSITION COULD BE ADVERSELY AFFECTED BY THE TERMINATION OF THE BP SHIPPING
LTD. CHARTERS
The operation of tanker vessels and transportation of crude and
petroleum products and the other businesses in which the Company operates are
extremely competitive. Competition arises primarily from other tanker owners,
including major oil companies as well as independent tanker companies, some of
whom have substantially greater resources. Competition for the transportation of
oil and oil products can be intense and depends on price, location, size, age,
condition and the acceptability of the tanker and its operators to the
charterers. During the term of the Company's existing charters with BP Shipping
Ltd. the Company is not exposed to the risk associated with this competition.
After the termination of the BP Shipping Ltd. charters in September 2004, the
Company will have to compete with other tanker owners, including major oil
companies as the well as independent tanker companies for charterers. Due in
part to the fragmented tanker market, competitors with greater resources could
enter and operate larger fleets through acquisitions or consolidations and may
be able to offer better prices and fleets, which could result in the Company's
achieving lower revenues from the Company's oil tankers.
COMPLIANCE WITH ENVIRONMENTAL LAWS OR REGULATIONS MAY ADVERSELY AFFECT THE
COMPANY'S EARNINGS AND FINANCIAL CONDITIONS
The shipping industry in general, our business and the operation of
our tankers in particular, are affected by a variety of governmental regulations
in the form of numerous international conventions, national, state and local
laws and national and international regulations in force in the jurisdictions in
which such tankers operate, as well as in the country or countries in which such
tankers are registered. These regulations include:
o the U.S. Oil Pollution Act of 1990, or OPA, which imposes strict
liability for the discharge of oil into the 200-mile United States
exclusive economic zone, the obligation to obtain certificates of financial
responsibility for vessels trading in United States waters and the
requirement that newly constructed tankers that trade in United States
waters be constructed with double-hulls;
o the International Convention on Civil Liability for Oil Pollution
Damage of 1969 entered into by many countries (other than the United
States) relating to strict liability for pollution damage caused by the
discharge of oil;
o the International Maritime Organization, or IMO, International
Convention for the Prevention of Pollution from Ships with respect to
strict technical and operational requirements for tankers;
o the IMO International Convention for the Safety of Life at Sea of
1974, or SOLAS, with respect to crew and passenger safety;
o the International Convention on Load Lines of 1966 with respect to
the safeguarding of life and property through limitations on load
capability for vessels on international voyages; and
o the U.S. Marine Transportation Security Act of 2002.
More stringent maritime safety rules are also more likely to be
imposed worldwide as a result of the oil spill in November 2002 relating to the
loss of the M.T. Prestige, a 26-year old single-hull tanker owned by a company
not affiliated with us. Additional laws and regulations may also be adopted that
could limit our ability to do business or increase the cost of our doing
business and that could have a material adverse effect on our operations. In
addition, we are required by various governmental and quasi-governmental
agencies to obtain certain permits, licenses and certificates with respect to
our operations. In the event of war or national emergency, our tankers may be
subject to requisition by the government of the flag flown by the tanker without
any guarantee of compensation for lost profits. We believe our tankers are
maintained in good condition in compliance with present regulatory requirements,
are operated in compliance with applicable safety/environmental laws and
regulations and are insured against usual risks for such amounts as our
management deems appropriate. The tankers' operating certificates and licenses
are renewed periodically during each tanker's required annual survey. However,
government regulation of tankers, particularly in the areas of safety and
environmental impact may change in the future and require us to incur
significant capital expenditures on our ships to keep them in compliance.
THE COMPANY MAY NOT HAVE ADEQUATE INSURANCE AFTER THE EXISTING CHARTERS EXPIRE
There are a number of risks associated with the operation of
ocean-going vessels, including mechanical failure, collision, human error, war,
terrorism, property loss, cargo loss or damage and business interruption due to
political circumstances in foreign countries, hostilities and labor strikes. Any
of these events may result in loss of revenues, increased costs and decreased
cash flows. In addition, following the terrorist attack in New York City on
September 11, 2001, and the military response of the United States, the
likelihood of future acts of terrorism may increase, and our vessels may face
higher risks of attack. Future hostilities or other political instability, as
shown by the attack on the Limburg in Yemen in October 2002, could affect our
trade patterns and adversely affect our operations and our revenues, cash flows
and profitability. In addition, the operation of any vessel is subject to the
inherent possibility of marine disaster, including oil spills and other
environmental mishaps, and the liabilities arising from owning and operating
vessels in international trade. Under the existing charters, BP Shipping Ltd.
bears all risks associated with the operation of the Company's vessels including
any total loss of one or more vessels. However, the Company cannot assure
investors that the Company will adequately insure against all risks after
expiration of the existing charters. The Company may not be able to obtain
adequate insurance coverage at reasonable rates for the Company's fleet in the
future and the insurers may not pay particular claims. For example, a
catastrophic spill could exceed our insurance coverage and have a material
adverse effect on our financial condition. In addition, we may not be able to
procure adequate insurance coverage at commercially reasonable rates in the
future and we cannot guarantee that any particular claim will be paid. In the
past, new and stricter environmental regulations have led to higher costs for
insurance covering environmental damage or pollution, and new regulations could
lead to similar increases or even make this type of insurance unavailable.
Furthermore, even if insurance coverage is adequate to cover our losses, we may
not be able to timely obtain a replacement ship in the event of a loss. We may
also be subject to calls, or premiums, in amounts based not only on our own
claim records but also the claim records of all other members of the protection
and indemnity associations through which we receive indemnity insurance coverage
for tort liability. Our payment of these calls could result in significant
expenses to us which could reduce our cash flows and place strains on our
liquidity and capital resources.
THE COMPANY IS HIGHLY DEPENDENT ON BP SHIPPING LTD. AND BP p.l.c.
Through the expiration of the existing charters in September 2004, the
Company is highly dependent on the due performance by BP Shipping Ltd. of its
obligations under the charters and by its guarantor, BP p.l.c. Any failure by BP
Shipping Ltd. or BP p.l.c. to perform its obligations could result in
enforcement by the Company's lenders of their rights including foreclosing on
the mortgages over the vessels and the outstanding capital stock of the
Company's subsidiaries, all of which are pledged to the lenders, and all of the
subsidiaries' rights in the charters, and the consequent forfeiture of the
Company's vessels. The Company's shareholders do not have any recourse against
BP Shipping Ltd. or BP p.l.c.
The Company's ability to recharter or sell the vessels if BP Shipping
Ltd. or BP p.l.c. defaults would be subject to the rights of the lenders and the
rights of the lessor under finance leases to which the Company is a party for
its vessels. In addition, if BP Shipping Ltd. were to default on its obligations
under a charter or not exercise its charter extension option, the Company may be
required to change the flagging or registration of the related vessel and may
incur additional costs, including maintenance and crew costs.
INCURRENCE OF EXPENSES OR LIABILITIES MAY REDUCE OR ELIMINATE DISTRIBUTIONS
The Company has made distributions quarterly since September 1997, in
an aggregate amount equal to the charterhire received from BP Shipping Ltd. less
the Company's cash expenses and less any reserves required in respect of any
contingent liabilities. It is possible that the Company could incur other
expenses or contingent liabilities that would reduce or eliminate the cash
available for distribution as dividends. In particular, toward the end of the
term of the charters in September 2004, the Company is likely to have additional
expenses and may have to set aside amounts for future payments of interest. The
Company's loan agreements prohibit the declaration and payment of dividends if
the Company is in default under them. In addition, the declaration and payment
of dividends is subject at all times to the discretion of the Company's Board.
The Company cannot assure you that the Company will pay dividends at rates
previously paid or at all.
THE COMPANY HAS A LIMITED BUSINESS PURPOSE WHICH LIMITS ITS FLEXIBILITY
The Company's bye-laws limit the Company's business to engaging in the
acquisition, disposition, ownership, leasing and chartering of the Company's
three Suezmax oil tankers. During the terms of the Company's charters with BP
Shipping Ltd. the Company expects that the only source of operating revenue from
which the Company may pay distributions will be from these charters. Upon
expiration of the existing charters to B.P. Shipping Ltd. these limits on the
Company's activities will automatically lapse, allowing the Company to engage in
standard activities of ship owning and operating companies, including changing
the vessel's flag or registry, or acquiring additional vessels and chartering
those vessels out on time or voyage charters.
ARRESTS OF OUR TANKERS BY MARITIME CLAIMANTS COULD CAUSE A SIGNIFICANT LOSS OF
EARNINGS FOR THE RELATED OFF HIRE PERIOD
Crew members, suppliers of goods and services to a vessel, shippers of
cargo and other parties may be entitled to a maritime lien against a vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a maritime
lienholder may enforce its lien by "arresting" or "attaching" a vessel through
foreclosure proceedings. The arrest or attachment of one or more of our tankers
could result in a significant loss of earnings for the related off-hire period.
In addition, in jurisdictions where the "sister ship" theory of
liability applies, a claimant may arrest both the vessel which is subject to the
claimant's maritime lien and any "associated" vessel, which is any vessel owned
or controlled by the same owner. In countries with "sister ship" liability laws,
claims might be asserted against us, any of our tankers for liabilities of other
vessels that we own.
GOVERNMENTS COULD REQUISITION THE COMPANY'S VESSELS DURING A PERIOD OF WAR OR
EMERGENCY, RESULTING IN A LOSS OF EARNINGS
A government could requisition for title or seize the Company's
vessels. Requisition for title occurs when a government takes control of a
vessel and becomes her owner. Also, a government could requisition the Company's
vessels for hire. Requisition for hire occurs when a government takes control of
a vessel and effectively becomes her charterer at dictated charter rates. If a
vessel is requisitioned for hire from a pre-existing charterer beyond the
scheduled termination date, BP Shipping Ltd. will be obligated to pay to us only
those amounts received by it as charterhire from the requisitioning entity, less
operating costs. This amount could be materially less than the charterhire that
would have been payable otherwise. In addition, the Company would bear all risk
of loss or damage to the vessel after the charter would otherwise have
terminated.
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Nordic American Tanker Shipping Limited (the "Company") was
incorporated on June 12, 1995, under the laws of the Islands of Bermuda
("Bermuda") for the purpose of acquiring, disposing, owning, leasing, and
chartering three double hull Suezmax oil tankers (the "Vessels"). The principal
executive offices of the Company are located at Canon's Court, 22 Victoria
Street, Hamilton HM EX, Bermuda, telephone number (441) 298-3207.
Pursuant to an agreement (the "Management Agreement") between the
Company and its Manager, Scandic American Shipping Ltd. (the "Manager"), the
Manager provides certain management, administrative and advisory services to the
Company. (See below under "Management".)
B. BUSINESS OVERVIEW
Vessels Owned by the Company
Each of the Company's Vessels is a 1997 built, 151,459 deadweight tonne
double hull Suezmax oil tanker. The purchase price of each Vessel was
approximately $56.9 million. The Vessels were delivered between August and
December 1997 and have been designed according to the specifications set forth
in the shipbuilding contracts between the Builder and the Company (the
"Shipbuilding Contracts"). The Vessels were built at Samsung Heavy Industries
Co. Ltd. in South Korea.
Each Vessel is registered in the Isle of Man and flies the British flag.
Chartering Operations Commenced on September 30, 1997
Each Vessel is chartered to BP Shipping Ltd. (the "Charterer") pursuant to
separate "hell and high water" bareboat charters (the "Charters"). The initial
term of the Charters is from September 30, 1997 and will end approximately seven
years from that date, subject to extension at the option of the Charterer for up
to seven successive one-year periods. BP Shipping the charterer of the Company's
three Suezmax tankers, has not delivered notice of exercise of its options to
extend the charters. Accordingly, the existing charters will terminate on
October 1, 2004, subject to a redelivery window for the Vessels of between
September 1, 2004 and November 1, 2004. The Company's dividend policy is to pay
dividends to the shareholders in amounts substantially equal to the amounts
received by it under the Charters, less expenses. In 2003, a portion of these
dividends was considered return of capital for United States federal income tax
purposes.
The daily charterhire rate payable under each Charter is comprised of two
components: (i) a fixed minimum rate of charterhire of $13,500 per Vessel per
day (the "Base Rate"), paid quarterly in advance, and (ii) additional
charterhire (which will be determined and paid quarterly in arrears and may
equal zero) which would equal the excess, if any, of a weighted average of the
daily time charter rates for two round-trip trade routes traditionally served by
Suezmax tankers (Bonny, Nigeria to/from the Louisiana Offshore Oil Port, and
Hound Point, U.K. to/from Philadelphia, Pennsylvania (the "Reference Ports")),
over the sum of (A) an agreed amount of $8,500 representing daily operating
costs and (B) the Base Rate ("Additional Hire"). The amount of Additional Hire,
if any, will be determined by the London Tanker Brokers Panel or another panel
of ship brokers mutually acceptable to the Charterer and the Company (the
"Brokers Panel"). In 2003, the Company received Additional Hire for all four
quarters.
Pursuant to the terms of the Charters, the Charterer's obligation to pay
charterhire is absolute, regardless whether there is loss or damage to a Vessel
or any other reason. The Charterer is also obligated to indemnify and hold the
Company harmless from all liabilities arising from the operation, design and
construction of the Vessels prior to and during the term of the Charters,
including environmental liabilities, other than liabilities arising out of the
gross negligence or willful misconduct of the Company. The obligations of the
Charterer are guaranteed by BP p.l.c., the successor company to the merger
between Amoco Corp and The British Petroleum Company p.l.c.
At the annual general meeting of the company on May 30, 2003 it was decided
to novate the management agreement from Ugland Nordic Shipping AS to Scandic
American Shipping Ltd.
On October 1, 2003 the Company announced that BP Shipping Ltd. did not
exercise its option to extend the charters for all three Vessels. Under the
Company`s Bye-Laws, the Company was obligated to call a special meeting of
shareholders no later than April 1, 2004, to consider a proposal to sell the
Vessels and distribute the net proceeds to shareholders or to assess other
alternatives. At the Company's Special Meeting of Shareholders on March 15,
2004, the Company's shareholders decided by vote of approximately 96% of those
voting to continue the Company in business. However, as the quorum was not
sufficient to amend the Company's bye-laws, the restrictions on the Company's
business activities will continue to expire on the termination of the Charters
on October 1, 2004 (subject to possible extensions of up to 30 days at the
Charterer's option). Following termination of the restrictions, the Company will
be free under its bye-laws to conduct any business permitted by law on an
unrestricted basis. The Board of Directors is currently reviewing the Company's
business plan. Management obtained in 2004 an extension of the Den norske Bank
loan in the amount of $30 million to October 1, 2007, when the principal will be
payable in full. Interest on the loan, as extended, will be payable at the
floating rate of LIBOR + 0.7%.
On May 10, 2004, the Company announced that it has entered into a bareboat
charter with Gulf Navigation Company LLC of Dubai, U.A.E. for one of its Vessels
as of the expiration of its Charter. The five-year bareboat charter agreement,
with two optional one-year extensions, provides for a bareboat charter rate of
$17,325 per day for the Vessel.
Management
Pursuant to an agreement (the "Management Agreement") between the
Company and its manager (the "Manager"), the Manager provides certain
management, administrative and advisory services to the Company. Before May
2003, Ugland Nordic Shipping AS, or UNS, acted as the Manager. On May 30, 2003,
following approval by the Company's shareholders, the Management Agreement was
novated to Scandic American Shipping Ltd., or Scandic, a company owned by
Herbjorn Hansson, the Company's Chairman and by Andreas Ove Ugland, a director,
which became the Manager.
For its services under the Management Agreement, the Company pays
Scandic a fee at the annual rate of $250,000. Scandic pays, on behalf of the
Company, the Company's expenses, including the Company's directors' fees and
expenses; provided, however, that manager is not liable to pay, and the Company
will pay from its own funds, (i) all expenses, including attorneys' fees and
expenses, incurred on behalf of the Company in connection with (A) any
litigation commenced by or against the Company, (B) any investigation by any
governmental, regulatory or self-regulatory authority involving the Company,
(ii) all premiums for insurance of any nature, including directors' and
officers' liability insurance and general liability insurance and (iii)
brokerage commissions payable by the Company on the gross charter hire received
in connection with the charters. Costs associated with the expiry of the three
BP Charters, and the conversion of the Company into an operating company, are
also defrayed by the Company.
The Company will defend, indemnify and save Scandic and its affiliates
(other than the Company and any subsidiaries), officers, directors, employees
and agents harmless from and against any and all loss, claim, damage, liability,
cost or expense, including reasonable attorneys' fees, incurred by Scandic or
any such affiliates based upon a claim by or liability to a third party arising
out of the operation of the Company's business, unless due to the negligence or
willful misconduct of Scandic or such affiliates.
The current Management Agreement provides that if, upon expiration of
a charter, the Company undertakes any operational responsibilities with respect
to such Vessel and requests Scandic to perform any of such responsibilities on
the Company's behalf, the parties shall negotiate the terms of such
responsibilities and renegotiate the fee and expense provisions set forth in the
Management Agreement. If the parties are unable to reach agreement on such
points, either party may terminate the Management Agreement on thirty (30) days'
notice to the other party. The Company expects to renegotiate the Management
Agreement in view of the expected termination of the charters in September 2004
and the increased services that Scandic is expected to provide to the Company.
The International Tanker Market
International seaborne oil and petroleum products transportation
services are mainly provided by two types of operators: major oil company
captive fleets (both private and state-owned) and independent shipowner fleets.
Both types of operators transport oil under short-term contracts (including
single-voyage "spot charters") and long-term time charters with oil companies,
oil traders, large oil consumers, petroleum product producers and government
agencies. The oil companies own, or control through long-term time charters,
approximately one third of the current world tanker capacity, while independent
companies own or control the balance of the fleet. The oil companies use their
fleets not only to transport their own oil, but also to transport oil for
third-party charterers in direct competition with independent owners and
operators in the tanker charter market.
The oil transportation industry has historically been subject to
regulation by national authorities and through international conventions. Over
recent years, however, an environmental protection regime has evolved which has
a significant impact on the operations of participants in the industry in the
form of increasingly more stringent inspection requirements, closer monitoring
of pollution-related events, and generally higher costs and potential
liabilities for the owners and operators of tankers.
In order to benefit from economies of scale, tanker charterers will
typically charter the largest possible vessel to transport oil or products,
consistent with port and canal dimensional restrictions and optimal cargo lot
sizes. The oil tanker fleet is generally divided into the following five major
types of vessels, based on vessel carrying capacity: (i) ULCC-size range of
approximately 320,000 to 450,000 dwt; (ii) VLCC-size range of approximately
200,000 to 320,000 dwt; (iii) Suezmax-size range of approximately 120,000 to
200,000 dwt; (iv) Aframax-size range of approximately 80,000 to 120,000 dwt; (v)
Panamax-size range of approximately 60,000 to 70,000 dwt; and (v) small tankers
of less than approximately 60,000 dwt. ULCCs and VLCCs typically transport crude
oil in long-haul trades, such as from the Arabian Gulf to Rotterdam via the Cape
of Good Hope. Suezmax tankers also engage in long-haul crude oil trades as well
as in medium-haul crude oil trades, such as from West Africa to the East Coast
of the United States. Aframax-size vessels generally engage in both medium-and
short-haul trades of less than 1,500 miles and carry crude oil or petroleum
products. Smaller tankers mostly transport petroleum products in short-haul to
medium-haul trades.
The tanker market in general was depressed through the second half of
1998 and 1999 as a result of lower volumes of oil transported due to cuts in oil
production by OPEC. A high proportion of the OPEC cuts were taken by the Middle
East producers which account for the long-haul crude. The cut in long-haul crude
resulted in decreased transportation demand. At the beginning of the year 2000
the Suezmax market started to improve, backed by increasing OPEC production and
the fact that scrapping of older tonnage in the weak 1999 market brought demand
and supply of transportation capacity closer to a balance. A high-profile
oil-spill off the coast of France in late 1999 created strong public and
political pressure for stricter requirements on tankers. The result was an
increased demand for modern quality tonnage as many leading charterers reduced
their use of older tonnage. OPEC increased output on several occasions in 2000
in response to oil demand and the demand for tonnage grew through the year with
gradually higher charter rates and, in the last quarter of 2000, the highest
average Suezmax rates paid since the early 1970s. The charter rates have dropped
in the beginning of 2001, compared to the highs of end 2000. Market rates which
are used to determine additional hire decreased in 2001. The decrease was driven
by OPEC oil production decreases and a slow down in the world economy. The rates
continued to decrease through the first three quarters of 2002. Market rates
began increasing during the fourth quarter due to, among other things, a strike
in the Venezuelan oil industry. As a result of the strike, the United States was
forced to import oil from the Arabian Gulf and West Africa.
The longer transportation requirements and increased demand for oil
has led to a strong tanker market which has continued into 2003. A cold winter
and switching of fuels from nuclear power to oil in Japan and from natural gas
to oil in the United States contributed the strong tanker market in the first
half of 2003. An increasing OPEC output a continued rise in oil exports from
Russia and significant congestion problems out of the Black Seas were the main
drivers behind the strong Suezmax market in the fourth quarter of 2003. Despite
heavy deliveries of Suezmax new buildings in 2003, the fleet growth in this
segment was modest due to a sharp shift in combined carriers' employment from
oil trades to dry trades.
Vessel Values
Tanker values have generally experienced high volatility. The fair
market value of oil tankers, including the Vessels, can be expected to
fluctuate, depending upon general economic and market conditions affecting the
tanker industry and competition from other shipping companies, types and sizes
of vessels, and other modes of transportation. In addition, as vessels grow
older, they may be expected to decline in value. These factors will affect the
value of the Vessels at the termination of their respective charters or earlier
at the time of their sale.
Loss and Liability Insurance
There are a number of risks associated with the operation of
ocean-going vessels, including mechanical failure, collision, property loss,
cargo loss or damage and business interruption due to political circumstances in
foreign countries, hostilities and labor strikes. In addition, the operation of
any vessel is subject to the inherent possibility of marine disaster, including
oil spills and other environmental mishaps, and the liabilities arising from
owning and operating vessels in international trade. The United States Oil
Pollution Act of 1990, or OPA, which imposes virtually unlimited liability upon
owners, operators and demise charterers of any vessel trading in the United
States exclusive economic zone for certain oil pollution accidents in the United
States, has made liability insurance more expensive for ship owners and
operators trading in the United States market and has also caused insurers to
consider reducing available liability coverage. Pursuant to the Charters, the
Charterer will bear all risks associated with the operation of the Vessels,
including, without limitation, any total loss of one or more Vessels. The
Charterer will also indemnify the Company, and BP p.l.c. (as the guarantor of
the obligations of the Charterer) has agreed to guarantee such obligation, for
all liabilities arising prior to and during the term of the Charters in
connection with the chartering and operation of the Vessels, including, under
environmental protection laws and regulations, other than liabilities arising
out of the gross negligence or willful misconduct of the Company.
The Charterer is entitled to self-insure the marine (hull and
machinery) and war risk on each Vessel. In event of loss, following full
payments of charterhire under the Charter's "hell and high water" provisions, a
lump sum payment will be made to the Company on expiration of a Charter, based
upon three independent shipbrokers' evaluations of fair market values of similar
vessels at the expiry of the Charter.
Under the Charters, the Charterer has obtained protection and
indemnity insurance (P&I) coverage. When the Charters expire, it is expected
that the three Vessels will be entered into one of the international P&I clubs
that is a member of the International Group of P&I Associations.
Following the expiration of the Charters, expect with respect to any
Vessel on bareboat charter, the Company will bear the risks of operating the
Vessels and will be responsible for all insurance the Vessels.
Environmental and Other Regulations
The operation of the Vessels are affected by environmental protection
laws and other regulations. Such laws and regulations are subject to extensive
and material changes. Compliance with such laws and regulations may entail
significant expenses, including expenses for ship modifications and changes in
operating procedures. Although all such expenses are payable by the Charterer
during the term of the Charters, such expenses could have an adverse effect on
the Company at any time after the expiration or termination of a Charter or in
the event the Charterer and BP p.l.c. (as the guarantor of the obligations of
the Charterer) fail to make any such payment, creating significant additional
expenses for the Company in such event.
Environmental Regulation--OPA/CERCLA
The U.S. Oil Pollution Act of 1990, or OPA, established an extensive
regulatory and liability regime for environmental protection and cleanup of oil
spills. OPA affects all owners and operators whose vessels trade with the United
States or its territories or possessions, or whose vessels operate in the waters
of the United States, which include the U.S. territorial waters and the two
hundred nautical mile exclusive economic zone of the United States. The
Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA,
which also impacts our operations, applies to the discharge of hazardous
substances (other than oil) whether on land or at sea.
Under OPA, vessel owners, operators and bareboat or "demise"
charterers are "responsible parties" who are liable regardless of fault,
individually and as a group, for all containment costs, clean-up costs and for
other damages arising from oil spills from their vessels. These other damages
may include natural resources damages and related assessment costs, real and
personal property damages, loss of subsistence use of natural resources, the
loss of taxes, rents, royalties, profits and earnings capacity resulting from an
oil spill and the cost of public services necessitated by an oil spill, such as
protection from fire, safety or health hazards. OPA limits the strict liability
of owners, operators and charterers by demise (i.e., bareboat charterers) of
vessels (the "Responsible Parties") to the greater of $1,200 per gross ton or
$10 million per tanker over 3,000 gross tons (subject to possible adjustment for
inflation) for removal costs and damages that result from a discharge of oil.
OPA specifically permits individual states to impose their own liability regimes
with regard to oil pollution incidents occurring within their boundaries, and
some states have enacted legislation providing for unlimited liability for
discharge of pollutants within their waters. In some cases, states that have
enacted this type of legislation have not yet issued implementing regulations
defining tanker owners' responsibilities under these laws.
CERCLA, which applies to owners and operators of vessels, contains a
liability regime similar to OPA and provides for cleanup, removal and natural
resource damages. Liability under CERCLA is limited to the greater of $300 per
gross ton or $5 million. These limits do not apply, however, if the discharge is
caused by gross negligence or willful misconduct, or the violation of an
applicable U.S. federal safety, construction or operating regulation by a
Responsible Party. These limits do not apply if the responsible party fails or
refuses to report the incident or to co-operate and assist in connection with
the substance removal activities. OPA and CERCLA each preserve the right to
recover damages under existing law, including maritime tort law.
OPA requires owners and operators of vessels to establish and maintain
with the U.S. Coast Guard evidence of financial responsibility sufficient to
meet the limit of their aggregate potential strict liability under OPA and
CERCLA. The U.S. Coast Guard has enacted regulations requiring evidence of
financial responsibility in the amount of $1,500 per gross ton for tankers,
coupling the OPA limitation on liability of $1,200 per gross ton with the CERCLA
liability limit of $300 per gross ton. Under the regulations, evidence of
financial responsibility may be demonstrated by insurance, surety bond,
self-insurance or guaranty. Under OPA regulations, an owner or operator of more
than one tanker must demonstrate evidence of financial responsibility for the
entire fleet in an amount equal only to the financial responsibility requirement
of the tanker having the greatest maximum liability under OPA/CERCLA. The
protection and indemnity associations ("P&I Associations"), which have
historically provided shipowners and operators financial assurance, have refused
to furnish evidence of insurance to Responsible Parties and therefore,
Responsible Parties have had to obtain financial assurance from other sources at
additional cost. While the Charterer will be responsible for compliance during
the term of the Charters, the inability of the Company to comply with these
regulations following the expiration or termination of the Charters would have
an adverse effect on the Company's business and results of operations.
Under OPA, with limited exceptions, all newly built or converted
tankers operating in U.S. waters must be built with double-hulls. Existing
vessels that do not comply with the double-hull requirement must be phased out
over a 20-year period beginning in 1995 based on size, age and place of
discharge, unless retrofitted with double-hulls. Notwithstanding the phase-out
period, OPA currently permits existing single-hull tankers to operate until the
year 2015 if their operations within U.S. waters are limited to discharging at
the Louisiana Offshore Oil Port or unloading with the aid of another vessel, a
process referred to as "lightering", within authorized lightering zones more
than 60 miles off-shore.
OPA also amended the Federal Water Pollution Control Act to require
owners or operators of tankers operating in the waters of the United States must
file vessel response plans with the U.S. Coast Guard, and their tankers are
required to operate in compliance with their U.S. Coast Guard approved plans.
These response plans must, among other things:
o address a "worst case" scenario and identify and ensure, through
contract or other approved means, the availability of necessary private
response resources to respond to a "worst case discharge";
o describe crew training and drills; and
o identify a qualified individual with full authority to implement
removal actions.
Vessel response plans for our tankers operating in the waters of the
United States have been approved by the U.S. Coast Guard. In addition, the U.S.
Coast Guard has announced it intends to propose similar regulations requiring
certain vessels to prepare response plans for the release of hazardous
substances. During the term of the Charters, the Charterer is responsible for
ensuring our Vessels comply with any additional regulations.
Environmental Regulation--IMO
The International Maritime Organization, an agency of the United
Nations, or IMO, has adopted regulations that are designed to reduce oil
pollution in international waters. These regulations, which have been
implemented in many jurisdictions in which our tankers operate, provide, in
part, that:
o 25-year old tankers must be of double-hull construction or of a
mid-deck design with double-sided construction, unless:
(1) they have wing tanks or double-bottom spaces not used for the
carriage of oil which cover at least 30% of the length of the cargo
tank section of the hull or bottom; or
(2) they are capable of hydrostatically balanced loading, which means
that they are loaded in such a way that if the hull is breached, water
flows into the tanker, displacing oil upwards instead of into the sea;
o 30-year old tankers must be of double-hull construction or mid-deck
design with double-sided construction.
Also under IMO regulations, a tanker must be of double-hull construction or a
mid-deck design with double-sided construction, or be of another approved design
ensuring the same level of protection against oil pollution, if the tanker:
o is the subject of a contract for a major conversion or original
construction on or after July 6, 1993;
o commences a major conversion or has its keel laid on or after
January 6, 1994; or
o completes a major conversion or is a newbuilding delivered on or
after July 6, 1996.
The IMO recently adopted regulations that require the phase-out of
most single hull tankers by 2015 or earlier, depending on the age of the vessel
and whether or not it complies with requirements for protectively located
segregated ballast tanks. Under these new regulations, which became effective in
September 2002, the maximum permissible age for tankers after 2007 will be 26
years. The new regulations also provide for increased inspection and
verification requirements. However, as a result of the oil spill in November
2002 relating to the loss of the M.T. Prestige, which was owned by a company not
affiliated with us, in December 2003 the Marine Environmental Protection
Committee of the IMO adopted a proposed amendment to the International
Convention for the Prevention of Pollution from Ships to accelerate the phase
out of single hull tankers from 2015 to 2010 unless the relevant flag states
extend the date to 2015. This proposed amendment will come into effect in April
2005 unless objected to by a sufficient number of member states. All of our
Vessels are double hull tankers that were built in 1997 or later.
The IMO has also negotiated international conventions that impose
liability for oil pollution in international waters and a signatory's
territorial waters. In September 1997, the IMO adopted Annex VI to the
International Convention for the Prevention of Pollution from Ships to address
air pollution from ships. Annex VI is expected to be ratified during 2004, and
will become effective 12 months after ratification. Annex VI, when it becomes
effective, will set limits on sulfur oxide and nitrogen oxide emissions from
ship exhausts and prohibit deliberate emissions of ozone depleting substances,
such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur
content of fuel oil and allows for special areas to be established with more
stringent controls on sulfur emissions. The Company is formulating a plan to
comply with the Annex VI regulations once they come into effect and upon
termination of the Charters. Compliance with these regulations could require the
installation of expensive emission control systems and could have an adverse
financial impact on the operation of our vessels. Additional or new conventions,
laws and regulations may be adopted that could adversely affect our business and
operations following the expiration or termination of the Charters.
The operation of the Vessels is also affected by the requirements set
forth in the IMO's International Safety Management Code, or the ISM Code. The
ISM Code requires shipowners and bareboat charterers to develop an extensive
"Safety Management System", which includes policy statements, manuals, standard
procedures and lines of communication for operating its vessels safely and
describing procedures for responding to emergencies.
The ISM Code requires that vessel operators obtain a safety management
certificate for each vessel they operate. This certificate evidences compliance
by a vessel's management with ISM Code requirements for a safety management
system. No vessel can obtain a certificate unless its manager has been awarded a
Document of Compliance, issued by each flag state, under the ISM Code.
Noncompliance with the ISM Code may subject the shipowner or bareboat
charterer to increased liability and may lead to decreases in available
insurance coverage for affected vessels and may result in a vessels's denial of
access to, or detention in, some ports. Both the U.S. Coast Guard and the
European Union authorities have indicated that vessels not in compliance with
the ISM Code by the applicable deadlines will be prohibited from trading in U.S.
and European Union ports, as the case may be. Although compliance with the ISM
Code is the responsibility of the Charterer during the term of the Charters, the
Company would become primarily responsible for compliance with the ISM Code if
the Charterer were to default in its obligations under the Charter.
The IMO continues to review and introduce new regulations. It is
impossible to predict what additional regulations, if any, may be passed by the
IMO and what effect, if any, such regulations might have on the operation of oil
tankers. As a result of the oil spill in November 2002 from the loss of the M.T.
Prestige, it is likely that more stringent maritime safety rules will be imposed
by the IMO and other regulatory agencies in the future. The M.T. Prestige was a
26 year old single hulled tanker owned and operated by a company that is not
affiliated with us.
Environmental Regulation--Other
Although the United States is not a party to these conventions, many
countries have ratified and follow the liability plan adopted by the IMO and set
out in the International Convention on Civil Liability for Oil Pollution Damage
of 1969 and the Convention for the Establishment of an International Fund for
Oil Pollution of 1971. Under these conventions, and depending on whether the
country in which the damage results is a party to the 1992 Protocol to the
International Convention on Civil Liability for Oil Pollution Damage, a vessel's
registered owner is strictly liable for pollution damage caused in the
territorial waters of a contracting state by discharge of persistent oil,
subject to certain complete defenses. Under an amendment that became effective
November 1, 2003 for vessels of 5,000 to 140,000 gross tons (a unit of
measurement for the total enclosed spaces within a vessel), liability will be
limited to approximately $6.7 million plus $938 for each additional gross ton
over 5,000. For vessels of over 140,000 gross tons, liability will be limited to
approximately $133.4 million. The current maximum amount is approximately $81.2
million. As the convention calculates liability in terms of a basket of
currencies, these figures are based on currency exchange rates on January 2,
2004. The right to limit liability is forfeited under the International
Convention on Civil Liability for Oil Pollution Damage where the spill is caused
by the owner's actual fault and under the 1992 Protocol where the spill is
caused by the owner's intentional or reckless conduct. Vessels trading to states
that are parties to these conventions must provide evidence of insurance
covering the liability of the owner. In jurisdictions where the International
Convention on Civil Liability for Oil Pollution Damage has not been adopted,
various legislative schemes or common law governs, and liability is imposed
either on the basis of fault or in a manner similar to that convention.
In July 2003, in response to the M.T. Prestige oil spill in November
2002, the European Union adopted legislation that prohibits all single hull
tankers from entering into its ports or offshore terminals by 2010. The European
Union has also banned all single hull tankers carrying heavy grades of oil from
entering or leaving its ports or offshore terminals or anchoring in areas under
its jurisdiction. Commencing in 2005, certain single hull tankers above 15 years
of age will also be restricted from entering or leaving European Union ports or
offshore terminals and anchoring in areas under European Union jurisdiction. The
European Union is considering legislation that would: (1) ban manifestly
sub-standard vessels (defined as those over 15 years old that have been detained
by port authorities at least twice in a six month period) from European waters
and create an obligation of port states to inspect vessels posing a high risk to
maritime safety or the marine environment; and (2) provide the European
Commission with greater authority and control over classification societies,
including the ability to seek to suspend or revoke the authority of negligent
societies. The sinking of the M.T. Prestige and resulting oil spill in November
2002 has lead to the adoption of other environmental regulations by certain
European Union nations, which could adversely affect the remaining useful lives
of all of our tankers and our ability to generate income from them. For example,
Italy announced a ban of single-hull crude oil tankers over 5,000 dwt from most
Italian ports, effective April 2001. Spain has announced a similar prohibition.
It is impossible to predict what legislation or additional regulations, if any,
may be promulgated by the European Union or any other country or authority.
In addition, most U.S. states that border a navigable waterway have
enacted laws that impose strict liability for clean-up costs and damages
resulting from a discharge of oil or a release of a hazardous substance. As
permitted by OPA, these state laws may provide for unlimited liability for oil
spills occurring within their boundaries.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001, there have been a
variety of initiatives intended to enhance vessel security. On November 25,
2002, the Maritime Transportation Security Act of 2002 (MTSA) came into effect.
To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard
issued regulations requiring the implementation of certain security requirements
aboard vessels operating in waters subject to the jurisdiction of the United
States. Similarly, in December 2002, amendments to the International Convention
for the Safety of Life at Sea (SOLAS) created a new chapter of the convention
dealing specifically with maritime security. The new chapter is scheduled to go
into effect in July 2004 and will impose various detailed security obligations
on vessels and port authorities, most of which are contained in the newly
created International Ship and Port Facilities Security (ISPS) Code. Among the
various requirements are:
o on-board installation of automatic information systems, or AIS, to
enhance vessel-to-vessel and vessel-to-shore communications;
o on-board installation of ship security alert systems;
o the development of vessel security plans; and
o compliance with flag state security certification requirements.
The U.S. Coast Guard regulations, intended to align with international
maritime security standards, exempt non-U.S. tankers from MTSA vessel security
measures provided such vessels have on board, by July 1, 2004, a valid
International Ship Security Certificate (ISSC) that attests to the vessel's
compliance with SOLAS security requirements and the ISPS Code. During the term
of the Charters, the Charterer will implement the various security measures
addressed by the MTSA, SOLAS and the ISPS Code and ensure that our tankers
attain compliance with all applicable security requirements within the
prescribed time periods. We do not believe these additional requirements will
have a material financial impact on our operations.
Inspection by Classification Societies
Every commercial vessel's hull and machinery is "classed" by a
classification society authorised by its country of registry. The classification
society certifies that the vessel has been built and maintained in accordance
with the rules of such classification society and complies with applicable rules
and regulations of the country of registry of the vessel and the international
conventions to which that country is a member. Our vessels have all been
certified as "in class". Each vessel is inspected by a surveyor of the
classification society every year, every two and a half years and every four to
five years. Should any defects be found, the classification surveyor will issue
a "recommendation" for appropriate repairs which have to be made by the
shipowner within the time limit prescribed.
Competition
The market for international seaborne crude oil transportation
services is highly fragmented and competitive. Seaborne crude oil transportation
services generally are provided by two main types of operators: major oil
company captive fleets (both private and state-owned) and independent shipowner
fleets. In addition, several owners and operators pool their vessels together on
an ongoing basis, and such pools are available to customers to the same extent
as independently owned and operated fleets. Many major oil companies and other
oil trading companies, the primary charterers of the vessels owned or controlled
by the Company, also operate their own vessels and use such vessels not only to
transport their own crude oil but also to transport crude oil for third party
charterers in direct competition with independent owners and operators in the
tanker charter market. Competition for charters is intense and is based upon
price, location, size, age, condition and acceptability of the vessel and its
manager. Competition is also affected by the availability of other size vessels
to compete in the trades in which the Company engages.
C. ORGANIZATIONAL STRUCTURE
Prior to September 30, 1997, the Company was a wholly owned subsidiary of
UNS, a Norwegian shipping company whose shares were listed on the Oslo Stock
Exchange. On September 30, 1997, 11,731,613 warrants for the purchase of the
Company's common shares, which had been sold to the public in 1995, were
exercised. Until May 30, 2003, UNS acted as the Manager, and provided
managerial, administrative and advisory services to the Company pursuant to the
Management Agreement. Since May 30, 2003, Scandic has acted as the Company's
Manager, and provides such services pursuant to the Management Agreement, as
novated. See Item 7.
D. PROPERTY, PLANT AND EQUIPMENT
Other than the Vessels described elsewhere in this filing, the Company does
not own or lease any tangible fixed property.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Overview
The Company owns three modern double hull 151,459 deadweight tonne Suezmax
tankers, or the Vessels, which were delivered in the last half of 1997. The
Vessels were built at Samsung Heavy Industries Ltd. in South Korea.
The contracts with BP Shipping commenced on October 1, 1997 and will
terminate on October 1, 2004, subject to a redelivery window for the vessels of
between September 1, 2004 and November 1, 2004. During the term of each Charter
the Charterer is obligated to pay (i) the Base Rate, which is charterhire at a
fixed minimum daily rate of $13,500 per Vessel per day (time charter equivalent
of $22,000 per day), payable quarterly in advance and (ii) Additional Hire, to
the extent spot charter rates exceed certain levels, payable quarterly in
arrears, from January 1998. The amount of Additional Hire for each quarter, if
any, will be determined by the Brokers Panel.
Critical Accounting Policies
Long-lived assets
A significant part of the Company's total assets consists of the Vessels. The
oil tanker market is highly cyclical and the useful lives of the Vessels are
dependent on factors, such as future market demand for oil and future market
supply of tanker capacity.
Depreciable lives
Management uses considerable judgment when establishing the depreciable lives of
the Vessels. In order to estimate useful lives of the Vessels, Management must
make assumptions about future market conditions in the oil tanker market. The
Company considers the establishment of depreciable lives to be a critical
accounting estimate.
Impairment
The Vessels are evaluated for impairment whenever indicators of impairment
exist. When an impairment indicator is present, the Company must evaluate
whether the carrying amounts of the Vessels are recoverable. If an impairment
test is warranted, we assess whether the undiscounted cash flows expected to be
generated by our long-lived assets exceed their carrying value. If this
assessment indicates that the long-lived assets are impaired, the assets are
written down to their fair value. These assessments are based on our judgment,
which includes the estimate of future cash flows from long-lived assets.
A. OPERATING RESULTS
The Company's revenues from charterhire for 2003 increased 106.9% from 2002
to $37,370,756 or $34,129 per day per Vessel (time charter equivalent of $42,628
per day per Vessel). Charterhire revenue for 2003 was derived from Base Hire of
$14,782,500 ($13,500 per day per Vessel) and Additional Hire of $22,588,256
($20,629 per day per Vessel).
Market rates which are used to determine additional hire increased
significantly in 2003. The strong tanker market was driven by very cold weather
at start of the year combined with very high natural gas prices in North
America. Strong demand increases in China alongside economic recovery in the
United States supported the growth in oil demand throughout the year. Additional
hire by quarter, as determined by the Brokers Panel was $22,588,256 for the
first through the fourth quarters of 2003 respectively. Charterhire per day per
Vessel (time charter equivalent) for each quarter of 2003 was $57,756, $38,291,
$23,243 and $51,501 per day per Vessel, respectively.
Comparatively, Base Hire in 2002 and 2001 was $14,782,500 ($13,500 per day
per Vessel) for each year. Additional Hire was $3,275,489 and $13,577,068 in
2001.
Management, insurance and administrative costs ("MI&A") for 2003, 2002 and
2001 were $652,868, $611,829 and $538,520 respectively. The Company's MI&A for
all three years consisted of ship brokers commissions of approximately $185,000
and management fees of $250,000 which are fixed. The increase in costs of
$41,039 from 2002 to 2003 is mainly due to higher insurance costs and attorney
fees. Depreciation expense approximated $6,831,040 for each of the three years.
B. Liquidity and Capital Resources
The Company's cash flows are primarily from charter hire revenue.
Cash flows provided by operating activities increased in 2003 to
$29,893,551 due primarily to the increase in net profit and an increase in
accounts receivable due to additional hire awarded in 4th quarter.
Cash flow used in financing activities increased 126% to $29,605,408 due to
the increase in dividends paid during the year.
There were no cash flows from investing activities during the year.
Due to the nature of the business, cash flows have been predictable with
the exception of additional charter hire to be awarded, if any. However, with
the expiration of the Charters with BP Shipping Ltd., the Company will be
exposed to the international tanker charter spot market, which historically has
been quite volatile. On May 10, 2004, the Company announced that it has entered
into a bareboat charter with Gulf Navigation Company LLC of Dubai, U.A.E. for
one of its vessels as of the expiration of its Charter. The five-year bareboat
charter agreement, with two optional one-year extensions, provides for a
bareboat charter rate of $17,325 per day for the vessel. However, the Company
does not expect that both of its remaining vessels will be placed on fixed rate
charters following termination of the Charters with BP.
The Company expects that cash from charter hire will be sufficient to meet
operational requirements in 2004. Management has obtained an extension of the
$30 million Den norske Bank loan to October 1, 2007, when it will be payable in
full. Interest on the loan, as extended, will be payable at the floating rate of
LIBOR + 0.7%.
Long-Term Debt and Repurchase of Common Stock
In 1998, the Company borrowed $30.0 million from Den norske Bank ASA, Oslo,
Norway, or DnB, to finance the repurchase of 2,107,244 shares through a "Dutch
Auction" self-tender offer at a price of $12.50 per Share. The total purchase
price of the Shares including the costs associated with the transaction was
$27.1 million. On May 12, 1999, the General Shareholders Meeting approved the
remaining proceeds being utilized to increase the quarterly dividends.
Management has obtained an extension of the Den norske Bank loan to October 1,
2007, when it will be payable in full. Interest on the loan, as extended, will
be payable at the floating rate of LIBOR + 0.7%.
An important objective of the repurchase of Shares was to increase the
Company's cash distribution to shareholders while the Vessels are on charter to
the Charterer. While the Vessels are on charter, the minimum cash distribution
per Share (assuming receipt of Base Hire and no increase of expenses) has
increased by $0.15, from $1.20 to $1.35 per year, an increase of 12.5%. There is
no guarantee that this level can be maintained following termination of the
Charters.
The Company has entered into an interest swap agreement with DnB, as a
result of which the Company pays a fixed interest on the Loan of 5.80% per annum
for the next two years. The swap agreement terminates during the fourth quarter
of the year 2004.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
Not applicable
D. TREND INFORMATION
The oil tanker industry has been highly cyclical, experiencing
volatility in charterhire rates and vessel values resulting from changes in the
supply of and demand for crude oil and tanker capacity. See Item 4. Information
on the Company - Business Overview - Industry Conditions.
According to preliminary data from industry sources, which the Company
has not verified, there was a marginal increase in global oil demand. OPEC
production, which has a significant impact on demand for Suezmax tankers,
increased in the fourth quarter of 2003. With the strong market continuing in
the first quarter of 2004, OPEC supply in the first half of 2004 was higher than
the corresponding period of 2003; however, a cut in production by OPEC in the
second half of 2004 could outweigh the strong market in the first half of 2004.
E. OFF BALANCE SHEET ARRANGEMENTS
Not applicable
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Payments due by Period
Contractual Obligation (in Less than 1-3 3-5 more than
thousands) Total 1 years years years 5 years
----------- --------- ----- ----------- ----------
Long-Term Debt Obligations $30,000,000 $ 0.00 $0.00 $30,000,000 $ 0.00
Total $30,000,000 $ 0.00 $0.00 $30,000,000 $ 0.00
The Company does not have contractual obligations or commercial commitments
except long-term debt as described above. The loan with DnB has been extended to
the fourth quarter of 2007.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
Pursuant to the Management Agreement, the Manager provides management,
administrative and advisory services to the Company with respect to the Vessels.
Set forth below are the names and positions of the directors and executive
officers of the Company. Directors of the Company are elected annually, and each
director elected holds office until a successor is elected. Officers of the
Company are elected from time to time by vote of the board of directors and hold
office until a successor is elected.
The Company
Name Age Position
------------------------------------------------------------
Peter Bubenzer 49 Secretary
Hon. Sir David Gibbons 76 Director
Herbjorn Hansson 56 Director and President
George C. Lodge 76 Director
Andreas Ove Ugland 49 Director
Torbjorn Gladso 56 Director
Rolf Amundsen 59 Chief Financial Officer
Certain biographical information with respect to each director and
executive officer of the Company is set forth below.
Herbjorn Hansson has been President and Chief Executive Officer of the
Company since July 1995. He is a major shareholder and Deputy Chairman of
Scandic American Shipping Ltd. ("Scandic"), the Company's manager. He has been
President and Chief Executive Officer of Ugland Nordic Shipping ASA (the "Former
Manager"), the Company's previous manager, since September 1993. Mr. Hansson has
served as a director of the Company since July 1995 and as a director of the
Former Manager, since its organization in June 1989. Mr. Hansson served as the
Chairman of the Board of the Former Manager from June 1989 to September 1993.
Mr. Hansson has been involved in various aspects of the shipping industry and
international finance since the early 1970s, including serving as Chief
Economist of Intertanko, the International Association of Tanker Owners and
independent operators, from 1975-1980. He was an officer of the Anders
Jahre/Kosmos Group from 1980 to 1989, serving as Chief Financial Officer from
1983 to 1988. Mr. Hanson has an M.B.A. from The Norwegian School of Economic and
Business Administration and further education from Harvard Business School.
Sir David Gibbons has been a director of the Company since
September1995. Sir David served as the Prime Minister of Bermuda from August
1977 to January 1982. Sir David has served as Chairman of The Bank of N.T.
Butterfield and Son Limited from 1986 to 1997, Chairman of Colonial Insurance
Co. Ltd. since 1986 and as Chief Executive Officer of Edmund Gibbons Ltd. since
1954.
George C. Lodge has been a director of the Company since September
1995. Professor Lodge has been a member of the Harvard Business School faculty
since 1963. He was named associate professor of business administration at
Harvard in 1968 and received tenure in 1972.
Andreas Ove Ugland has been a director of the Company since February
1997. Mr. Ugland has also served as director and Chairman of: Ugland
International Holding Plc, a shipping/transport company listed on the London
Stock Exchange, Andreas Ugland & Sons AS, Grimstad, Norway, H0egh Ugland
Autoliners AS, Oslo and Buld Associates Inc., Bermuda. Mr. Ugland has had his
whole career in shipping in the Ugland family owned shipping group. Mr. Ugland
is controlling shareholder and Chairman of Scandic.
Torbjorn Gladso has been a director of the Company since October 2003.
Mr. Gladso is a partner in Saga Corporate Finance AS. He has extensive
experience within investment banking since 1978. He has been the Chairman of the
Board of the Norwegian Register of Securities and Vice Chairman of the Board of
Directors of the Oslo Stock Exchange.
Rolf Amundsen was appointed Chief Financial Officer by the Board of
Directors on June 10, 2004, and has served as the investor relation officer
since the beginning of 2004. He has an MBA in economics and business
administration, and his entire career has been in international banking. Mr.
Amundsen served as the chief executive officer of a Nordic investment bank for
many years.
B. COMPENSATION
Pursuant to the Management Agreement, the Manager pays from the Management
Fee the annual directors' fees of the Company, currently estimated at an
aggregate amount of $80,000 per annum. Accordingly, from the inception of the
Company through December 31, 2003, the directors of the Company have not been
paid by the Company any amount for services rendered by them to the Company in
any capacity.
C. BOARD PRACTICES
The members of the Company's board of directors serves until the next
annual general meeting following his or her election to the board. The members
of the current board of directors were elected at the annual general meeting
held on May 30, 2003. The Company's Board of Directors has established an Audit
Committee, consisting of two independent directors, Messrs. Glads0 and Lodge.
Mr. Glads0 serves as the audit committee financial expert. The members of the
Audit Committee do not receive remuneration in this capacity. Under the Audit
Committee Charter, the audit committee provides assistance to the Company's
board of directors in fulfilling their responsibility to shareholders, and
investment community relating to corporate accounting, reporting practices of
the Company, and the quality and integrity of the financial reports of the
Company. The Audit Committee is required under its Charter to, among other
duties, recommend to the Company's board of directors the independent auditors
to be selected to audit the financial statements of the Company; meet with the
independent auditors and financial management of the Company to review the scope
of the proposed audit for the current year and the audit procedures to be
utilized; review with the independent auditors, the Company's internal auditor,
and financial and accounting personnel, the adequacy and effectiveness of the
accounting and financial controls of the Company; and review the financial
statements contained in the annual report to shareholders with management and
the independent auditors.
D. EMPLOYEES
The Company has not had any employees during the past three fiscal years.
Pursuant to a management agreement with the Manager, the Manager provides
management, administrative and advisory services to the Company.
E. SHARE OWNERSHIP
The following table sets forth information regarding the share ownership of
the Company by its directors and officers. All of the shareholders are entitled
to one vote for each share of common stock held.
Title Identity of Person No. of Shares % of Class
Common Herbjorn Hansson * <1%
Peter Bubenzer * <1%
Hon. Sir David Gibbons * <1%
Thorbjorn Gladso * <1%
George C. Lodge * <1%
Andreas Ove Ugland * <1%
Rolf Amundsen * <1%
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The Company is not directly or indirectly controlled by another
corporation, by a foreign government or by any other natural or legal person.
The Company is not aware of any person who owns more than 5 per cent
of the Company's outstanding Common Shares as of May 31, 2004. According to a
Schedule 13D/A filed on behalf of Ugland Nordic Shipping ASA, on January 15,
2004, the ownership of the Company's common shares by Ugland, which is
wholly-owned by Teekay Shipping Corporation, decreased from 10.31% to below 5%
during the fiscal year 2003.
B. RELATED PARTY TRANSACTIONS
Since May 30, 2003, Scandic, which is owned by Messrs. Ugland and Hansson,
has been party to the Management Agreement with the Company, pursuant to which
it is entitled to a management fee of $250,000 per annum. The Company expects to
renegotiate the Management Agreement in view of the expected termination of the
Charters in September, 2004 and the increased services that Scandic is expected
to provide to the Company.
C. INTERESTS OF EXPERTS AND COUNSEL
Not Applicable
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See Item 17
Legal Proceedings
To the best of the Company's knowledge, is not currently involved in any
legal or arbitration proceedings that would have a significant effect on the
Company's financial position or profitability and no such proceedings are
pending or known to be contemplated by governmental authorities. Dividend Policy
Total dividend paid out in 2003 was $29,605,410 or $3.05 per Share. The
dividend payments per share in 1997, 1998, 1999, 2000, 2001,2002 and 2003 have
been as follows:
Period 1997 1998 1999 2000 2001 2002 2003
----------------------------------------------------------------------------
1st Quarter 0.40 0.32 0.34 1.41 0.36 0.63
2nd Quarter 0.41 0.32 0.45 1.19 0.34 1.27
3rd Quarter 0.32 0.35 0.67 0.72 0.33 0.78
4th Quarter 0.30 0.30 0.36 1.10 0.55 0.32 0.37
----------------------------------------------------------------------------
Total USD 0.30 1.43 1.35 2.56 3.87 1.35 3.05
----------------------------------------------------------------------------
The Company declared a dividend of $1.15 per share for the first quarter of
2004. The dividend of $1.15 was paid to Shareholders in February 2004. In
addition, the Company declared a dividend of $1.70 per share for the second
quarter of 2004, which was paid to Shareholders in May 2004.
B. SIGNIFICANT CHANGES
Not applicable
ITEM 9. THE OFFER AND LISTING
Not applicable except for Item 9.A.4. and Item 9.C
The primary trading market for the Shares is the American Stock Exchange
(the "AMEX"), on which the Shares are listed under the symbol NAT. The secondary
trading market for the Shares is the Oslo Stock Exchange (the "OSE") also with
the symbol NAT. The following tables set forth the high and low prices for the
Shares for each year indicated below, for each quarter indicated below and for
the six months ended April 30, 2004, as reported by the American Stock Exchange
and the Oslo Stock Exchange:
AMEX AMEX OSE OSE
LOW HIGH LOW HIGH
For the year:
1999 $ 9.63 $12.50 NOK 94.00 NOK 95.00
2000 $10.13 $23.44 NOK 90.00 NOK 212.00
2001 $13.00 $22.88 NOK 125.00 NOK 215.00
2002 $ 9.86 $16.55 NOK 90.00 NOK 145.00
2003 $11.25 $16.89 NOK 90.00 NOK 125.00
The high and low bid prices for the Shares by quarter, in 2002 and 2003 are as
follows:
AMEX AMEX OSE OSE
LOW HIGH LOW HIGH
For the quarter ended:
March 31, 2002 $12.95 $15.50 NOK 127.00 NOK 140.00
June 30, 2002 $13.50 $16.55 NOK 122.00 NOK 145.00
September 30, 2002 $ 9.86 $14.25 NOK 90.00 NOK 135.00
December 31, 2002 $10.11 $13.82 NOK 90.00 NOK 100.00
March 31, 2003 $12.62 $14.65 NOK 70.00 NOK 101.00
June 30, 2003 $13.00 $16.89 NOK 102.00 NOK 125.00
September 30, 2003 $13.10 $15.80 NOK 95.00 NOK 112.50
December 31, 2003 $11.25 $15.45 NOK 90.00 NOK 106.00
AMEX AMEX OSE OSE
LOW HIGH LOW HIGH
For the months:
December, 2003 $15.45 $13.25 NOK 95.50 NOK 106.00
January, 2004 $20.00 $15.00 NOK 116.50 NOK 144.50
February, 2004 $19.34 $16.10 NOK 115.00 NOK 130.00
March, 2004 $27.10 $19.14 NOK 133.00 NOK 179.00
April, 2004 $29.00 $21.93 NOK 160.00 NOK 198.00
May, 2004 $21.25 $12.75 NOK 170.00 NOK 178.00
These bid quotations represent interdealer quotations, without retail mark-ups,
mark-downs or commissions, and do not necessarily represent actual transactions.
On December 31, 2003, the closing price of the Shares as quoted on the AMEX was
$15.05, and as quoted on the OSE was NOK 103.00. On such date, there were
9,706,606 Shares issued and outstanding.
C. MARKETS
The primary trading market for the Shares is the American Stock Exchange,
on which the Shares are listed under the symbol "NAT". The secondary trading
market for the Shares is the Oslo Stock Exchange also with the symbol "NAT".
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not Applicable
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
The Company's Memorandum of Association provides that the Company's objects
are as set forth in paragraphs (b) through (n) and (p) to (u), inclusive, of the
Second Schedule to The Companies Act 1981 of Bermuda. The Company's Bye-laws
limits the Company's business activities to:
(i) entering into, or becoming a party to the Shipbuilding Contracts
between the Company and the Builder providing for the construction of the
Vessels;
(ii) entering into, or becoming a party to the Supervision Agreement
between the Company and the Charterer for the supervision of the construction of
the Vessels;
(iii) entering into, or becoming a party to, the Participation
Agreement among the Company, the Manager, the Charterer, British Petroleum,
Rabobank and Silver Island and the BP Letter Agreement among the Company,
British Petroleum, the Charterer, the Manager, Lazard Freres & Co. LLC which
sets forth certain continuing obligations of each of the parties thereto;
(iv) entering into, or becoming a party to the Original Charters with
the Charterer and subsequent Charters with any subsequent charterer of the
Vessels;
(v) entering into, or becoming a party to, the U.K. Finance Leases
between the Company and any U.K. financial institution relating to the lease of
the Vessels;
(vi) entering into, or becoming a party to, the Underwriting Agreement
relating to the public sale and offering of the Company warrants by Lazard
Freres & Co. LLC, the Warrant Agreement relating to the exercise of the
Company's warrants, the Management Agreement, and the Registration Rights
Agreement between the Company and Silver Island;
(vii) entering into, or becoming a party to any agreement and
performing all acts necessary for the conduct of an offering by the Company of
the Warrants, and the listing of the Common Shares on any stock exchange or
their inclusion in any securities market;
(viii) enforcing its rights and performing its obligations in respect
of any and all of the foregoing;
(ix) entering into agreements to charter, lease, sell or otherwise
dispose of a Vessel upon the termination of its Original Charter;
(x) entering into, or becoming a party to, and taking all actions
including amending the Management Agreement and any other Agreements to which
the Company is a party and furnishing such security over the Company's assets as
may be necessary or desirable in connection with the incurrence of debt for
borrowed money in the amount of up to US$30,000,000 to purchase its Common
Shares, and authorizing the Company to pay from the proceeds of such debt and
from its income any costs, fees and expenses in connection with such incurrence,
or refinancing or replacement thereof, costs related to any current or future
proposals submitted by the Board of Directors to amend these Bye-Laws including
any related proxy solicitation and regulatory filings and costs related to the
purchase by the Company of its Common Shares including the costs and fees
related to the preparation and conduct of a "Dutch Auction" self-tender offer;
and
(xi) engaging in those activities, including the entering into
additional or supplementary agreements, documents and instruments necessary,
suitable or convenient to accomplish the foregoing or incidental thereto or
connected therewith.
Upon expiration of the BP Charters, the abovementioned limitations
will be automatically removed.
The following sections of the Company's Registration Statement on Form F-3
(Registration No. 333-7536), including amendments thereto, filed with the
Securities and Exchange Commission on August 29, 1997, are hereby incorporated
by reference:
1. Dividend Policy (p.22); and
2. Description of Capital Stock (p.54).
C. MATERIAL CONTRACTS
On May 30, 2003, the Company's shareholders approved a novation agreement
by which the Management Agreement was novated from UNS to Scandic. Otherwise,
the Company has not entered into any material contracts outside the ordinary
course of business during the past three years.
D. EXCHANGE CONTROLS
The Company has been designated as a non-resident of Bermuda for
exchange control purposes by the Bermuda Monetary Authority, whose permission
for the issue of the Common Shares was obtained prior to the offering thereof.
The transfer of shares between persons regarded as resident outside
Bermuda for exchange control purposes and the issuance of Common Shares to or by
such persons may be effected without specific consent under the Bermuda Exchange
Control Act of 1972 and regulations thereunder. Issues and transfers of Common
Shares involving any person regarded as resident in Bermuda for exchange control
purposes require specific prior approval under the Bermuda Exchange Control Act
1972.
Subject to the foregoing, there are no limitations on the rights of
owners of the Common Shares to hold or vote their shares. Because the Company
has been designated as non-resident for Bermuda exchange control purposes, there
are no restrictions on its ability to transfer funds in and out of Bermuda or to
pay dividends to United States residents who are holders of the Common Shares,
other than in respect of local Bermuda currency.
In accordance with Bermuda law, share certificates may be issued only
in the names of corporations or individuals. In the case of an applicant acting
in a special capacity (for example, as an executor or trustee), certificates
may, at the request of the applicant, record the capacity in which the applicant
is acting. Notwithstanding the recording of any such special capacity, the
Company is not bound to investigate or incur any responsibility in respect of
the proper administration of any such estate or trust.
The Company will take no notice of any trust applicable to any of its
shares or other securities whether or not it had notice of such trust.
As an "exempted company", the Company is exempt from Bermuda laws
which restrict the percentage of share capital that may be held by
non-Bermudians, but as an exempted company, the Company may not participate in
certain business transactions including: (i) the acquisition or holding of land
in Bermuda (except that required for its business and held by way of lease or
tenancy for terms of not more than 21 years) without the express authorization
of the Bermuda legislature; (ii) the taking of mortgages on land in Bermuda to
secure an amount in excess of $50,000 without the consent of the Minister of
Finance of Bermuda; (iii) the acquisition of securities created or issued by, or
any interest in, any local company or business, other than certain types of
Bermuda government securities or securities of another "exempted company,
exempted partnership or other corporation or partnership resident in Bermuda but
incorporated abroad; or (iv) the carrying on of business of any kind in Bermuda,
except in so far as may be necessary for the carrying on of its business outside
Bermuda or under a license granted by the Minister of Finance of Bermuda.
There is a statutory remedy under Section 111 of the Companies Act
1981 which provides that a shareholder may seek redress in the Bermuda courts as
long as such shareholder can establish that the Company's affairs are being
conducted, or have been conducted, in a manner oppressive or prejudicial to the
interests of some part of the shareholders, including such shareholder. However,
this remedy has not yet been interpreted by the Bermuda courts.
The Bermuda government actively encourages foreign investment in
"exempted" entities like the Company that are based in Bermuda but do not
operate in competition with local business. In addition to having no
restrictions on the degree of foreign ownership, the Company is subject neither
to taxes on its income or dividends nor to any exchange controls in Bermuda. In
addition, there is no capital gains tax in Bermuda, and profits can be
accumulated by the Company, as required, without limitation. There is no income
tax treaty between the United States and Bermuda pertaining to the taxation of
income other than applicable to insurance enterprises.
E. TAXATION
The Company is incorporated in Bermuda. Under current Bermuda law, the
Company is not subject to tax on income or capital gains, and no Bermuda
withholding tax will be imposed upon payments of dividends by the Company to its
shareholders. No Bermuda tax is imposed on holders with respect to the sale or
exchange of Shares. Furthermore, the Company has received from the Minister of
Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966, as
amended, an assurance that, in the event that Bermuda enacts any legislation
imposing any tax computed on profits or income, including any dividend or
capital gains withholding tax, or computed on any capital asset, appreciation,
or any tax in the nature of an estate, duty or inheritance tax, then the
imposition of any such tax shall not be applicable. The assurance further
provides that such taxes, and any tax in the nature of estate duty or
inheritance tax, shall not be applicable to the Company or any of its
operations, nor to the shares, debentures or other obligations of the Company,
until March 2016.
F. DIVIDENDS AND PAYING AGENTS
Not Applicable
G. STATEMENT BY EXPERTS
Not Applicable
H. DOCUMENTS ON DISPLAY
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. In accordance with these
requirements we file reports and other information with the Securities and
Exchange Commission. These materials, including this annual report and the
accompanying exhibits may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549 and at its regional offices located at 500 West Madison
Street, Suite 1400, Northwestern Atrium Center, Chicago, Illinois 60661. You may
obtain information on the operation of the public reference room by calling 1
(800) SEC-0330, and you may obtain copies at prescribed rates from the Public
Reference Section of the Commission at its principal office in Washington, D.C.
20549. The SEC maintains a website (http://www.sec.gov.) that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the SEC. In addition, documents referred to in
this annual report may be inspected at the Company's headquarters at Canon's
Court, 22 Victoria Street, Hamilton HM EX Bermuda.
BP p.l.c, the successor company to the merger between Amoco Corp and The
British Petroleum Company p.l.c., files annual reports on Form 20-F (File No.
005-42076) and periodic reports on Form 6-K with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended.
I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates
related to the variable rate of the Company's long-term borrowings, or the Loan.
The Company's borrowings under the Loan at December 31, 2002 of $30,000,000
bear interest at a variable rate which is reset semi-annually based on the
underlying London interbank offer rate (LIBOR). Interest payments are made
semi-annually. The fair value of the Loan at December 31, 2002 is equal to its
carrying amount at the same date. Management has obtained an extension of the
loan to October 1, 2007, when the principal will be due in full. Interest on the
loan, as extended, will be payable at the floating rate of LIBOR + 0.7%.
The Company has entered into an interest rate swap transaction to hedge the
interest rate variability on the Loan. The swap has a notional amount equal to
the outstanding principal of the Loan and expires on the same date. At December
31, 2003, the pay-fixed interest rate of the swap was 5.275% and the
receive-variable rate was 1.40%. Periodic cash settlements under the swap
agreement occur semi-annually on dates matching those of the interest payments
under the Loan. The swap had a negative fair value of $1,150,000 at December 31,
2003 determined by calculating the cost of entering into an interest rate swap
to offset the existing interest rate swap. The swap agreement terminates in the
fourth quarter of the year 2004.
The Company has not entered into any financial instruments for speculative
or trading purposes.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not Applicable
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not Applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
PROCEEDS
Not Applicable
ITEM 15. CONTROLS AND PROCEDURES.
(a) Evaluation of disclosure controls and procedures.
As of December 31, 2003, the Company carried out an evaluation, under
the supervision and with the participation of the Company's management,
including Mr. Herbjorn Hansson, acting as of that date as the Company's Chief
Executive Officer and the Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in alerting them timely to
material information relating to the Company required to be included in the
Company's periodic SEC filings.
(b) N/A
(c) N/A
(d) Changes in internal control over financial reporting
There have been no significant changes in our internal controls or in other
factors that could have significantly affected those controls subsequent to
the date of our most recent evaluation of internal controls, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
ITEM 16. RESERVED.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors has determined that Mr. Torbjorn Gladso is an
audit committee financial expert.
ITEM 16B. CODE OF ETHICS.
The Company is currently considering whether to adopt a code of ethics
described under this Item 16B.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
The following table sets forth, for the two most recent fiscal years,
the aggregate fees billed for professional services rendered by the principal
accountant for the audit of the Company's annual financial statements and
services provided by the principal accountant in connection with statutory and
regulatory filings or engagements for the two most recent fiscal years.
FISCAL YEAR ENDED DECEMBER 31, 2003 $13,500
FISCAL YEAR ENDED DECEMBER 31, 2002 $12,000
(b) Audit-Related Fees
Not Applicable.
(c) Tax Fees
The following table sets forth for the two most recent years, the
aggregrate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for corporate income tax
compliance services.
FISCAL YEAR ENDED DECEMBER 31, 2003 $21,950
FISCAL YEAR ENDED DECEMBER 31, 2002 $3,156
(d) All Other Fees
Not applicable.
(e) Audit Committee's Pre-Approval Policies and Procedures
(1) The Company's Audit Committee does not have pre-approval policies
and procedures in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation
S-X because these policies and procedures are not applicable to the Company as a
foreign private issuer until 2005 at the earliest.
(2) Not applicable.
(f) Not applicable.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not Applicable
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS.
Not Applicable
PART III
ITEM 17. FINANCIAL STATEMENTS
See pages F-1 through F-11
NORDIC AMERICAN TANKER SHIPPING LIMITED
TABLE OF CONTENTS.
--------------------------------------------------------------------------------
Page
INDEPENDENT AUDITORS' REPORT F-2
FINANCIAL STATEMENTS
Balance Sheets F-3
Statements of Operations F-4
Statements of Cash Flows F-4
Statements of Shareholders' Equity F-5
Notes to Financial Statements F-6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Nordic American Tanker Shipping Ltd
Bermuda
We have audited the accompanying balance sheets of Nordic American Tanker
Shipping Ltd. (the "Company") as of December 31, 2003 and 2002 and the related
statements of operations, shareholders' equity, and cash flows for each of the
three years in the period ended December 31, 2003. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
Respects, the financial position of the Company as of December 31, 2003 and
2002, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.
Oslo, Norway, June 29, 2004
Deloitte Statsautoriserte Revisorer AS
BALANCE SHEET AT DECEMBER 31,
(all figures in USD)
ASSETS 2003 2002
------------ ------------
Current assets
Cash and cash equivalents Note 1 565,924 277,783
Accounts receivables 8,142,307 3,276,523
Prepaid finance costs Note 6 14,475 28,955
Prepaid insurance 91,667 83,333
------------ ------------
Total current assets 8,814,373 3,666,594
------------ ------------
Long term assets
Vessels Note 4 128,081,925 134,912,965
------------ ------------
TOTAL ASSETS 136,896,298 138,579,559
------------ ------------
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities 2003 2002
------------ ------------
Accounts payables -- 996
Accrued interest Note 6 38,322 215,466
Derivative contract Note 7, 8 1,150,000 --
Current portion of long-term debt Note 6, 8 30,000,000 --
------------ ------------
Total Current liabilities 31,188,322 216,462
------------ ------------
Long-term liabilities
Derivative contract Note 7, 8 -- 2,016,000
Long-term debt Note 6, 8 -- 30,000,000
------------ ------------
Total Long-term liabilities -- 32,016,000
------------ ------------
Shareholders' Equity
Common stock Note 7 97,066 97,066
Additional paid-in capital Note 7 144,395,866 144,395,866
Accumulated deficit Note 7 (37,634,956) (36,129,835)
Accumulated other comprehensive loss Note 7, 8 (1,150,000) (2,016,000)
------------ ------------
Total Shareholders' Equity 105,707,976 106,347,097
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 136,896,298 138,579,559
------------ ------------
The footnotes are an integral part of these financial statements
STATEMENTS OF OPERATIONS
(all figures in USD) Year Ended December 31,
-----------------------------------------
Notes 2003 2002 2001
----- -----------------------------------------
Operating Revenue 1, 3 37,370,756 18,057,989 28,359,568
Ship Broker Commissions (184,781) (184,781) (184,781)
Administrative Expenses 2, 5 (468,087) (427,048) (353,739)
Depreciation 4 (6,831,040) (6,831,040) (6,831,040)
-----------------------------------------
Net Operating Income 29,886,848 10,615,120 20,990,008
-----------------------------------------
Interest Income 26,462 21,409 189,244
Interest Expense 6 (1,797,981) (1,764,424) (1,769,000)
Other Financial Charges (15,040) (24,837) (24,776)
-----------------------------------------
Net Financial Items 6 (1,786,559) (1,767,852) (1,604,532)
-----------------------------------------
Net Profit before tax 28,100,289 8,847,268 19,385,476
-----------------------------------------
Tax Expense 0 0 0
-----------------------------------------
Net Profit for the Year 28,100,289 8,847,268 19,385,476
=========================================
Basic and Diluted Earnings per Share 2.89 0.91 2.00
Weighted Average Number of
Shares Outstanding 9,706,606 9,706,606 9,706,606
STATEMENTS OF CASH FLOWS
(all figures in USD)
Year Ended December 31,
-----------------------------------------
2003 2002 2001
----------------------------------------------- ----------- ----------- -----------
Net Profit 28,100,289 8,847,268 19,385,476
Reconciliation of Net Profit to Net Cash from
Operating Activities
Depreciation 6,831,040 6,831,040 6,831,040
Amortization of prepaid finance costs 14,480 14,480 14,480
Increase (decrease) in receivables and payables (5,052,258) (2,941,880) 10,041,605
----------- ----------- -----------
Net Cash from Operating Activities 29,893,551 12,750,908 36,272,600
----------- ----------- -----------
Financing Activities
Dividends paid (29,605,410) (13,103,993) (37,564,658)
----------- ----------- -----------
Net Cash from Financing Activities (29,605,410) (13,103,993) (37,564,658)
----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents 288,141 (353,085) (1,292,058)
----------- ----------- -----------
Beginning Cash and Cash Equivalents 277,783 630,868 1,922,925
----------- ----------- -----------
Ending Cash and Cash Equivalents 565,924 277,783 630,867
----------- ----------- -----------
Cash Paid for Interest 1,975,125 1,587,622 1,773,834
----------- ----------- -----------
The footnotes are an integral part of these financial statements
STATEMENTS OF SHAREHOLDERS' EQUITY
(all figures in USD)
Accumulated
Additional other Total Total
Common paid-in Retained comprehensive Shareholders' comprehensive
stock capital earnings loss Equity income
------------------------------------------------------------------------------------------------------------------------
Balance at 12.31.00 97,066 144,395,866 (13,693,928) -- 130,799,004
-------------------------------------------------------------------------------------------------------
Net profit 19,385,476 19,385,476 19,385,476
Cumulative effect of
change in accounting
for derivative
instruments 618,094 618,094 618,094
Unrealized loss on
derivative instruments (1,656,146) (1,656,146) (1,656,146)
Adjustment for losses
on derivatives
reclassified to earnings 260,052 260,052 260,052
------------
Total comprehensive income 18,607,476
------------
Dividends paid (37,564,658) (37,564,658)
--------------------------------------------------------------------------------------------------------
Balance at 12.31.01 97,066 144,395,866 (31,873,110) (778,000) 111,841,822
--------------------------------------------------------------------------------------------------------
Net profit 8,847,268 8,847,268 8,847,268
Unrealized loss on
derivative instruments (2,262,564) (2,262,564) (2,262,564)
Adjustment for losses
on derivatives
reclassified to earnings 1,024,564 1,024,564 1,024,564
------------
Total comprehensive income 7,609,268
------------
Dividends paid (13,103,993) (13,103,993)
--------------------------------------------------------------------------------------------------------
Balance at 12.31.02 97,066 144,395,866 (36,129,835) (2,016,000) 106,347,097
--------------------------------------------------------------------------------------------------------
Net profit 28,100,289 28,100,289 28,100,289
Unrealized loss on
derivative instruments (365,723) (365,723) (365,723)
Adjustment for losses
on derivatives
reclassified to earnings 1,231,723 1,231,723 1,231,723
------------
Total comprehensive income 28,966,289
------------
Dividends paid (29,605,410) (29,605,410)
--------------------------------------------------------------------------------------------------------
Balance at 12.31.03 97,066 144,395,866 (37,634,956) (1,150,000) 105,707,976
--------------------------------------------------------------------------------------------------------
The footnotes are an integral part of these financial statements
NORDIC AMERICAN TANKER SHIPPING LIMITED
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America.
Nature of Business and Concentration of Risk: The principal business of
Nordic American Tanker Shipping Limited (the "Company") is the charter of
three Suezmax tankers to BP Shipping until September 2004, with a further
seven one-year options in BP's favour.
Use of estimates: Preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America
necessarily includes amounts based on estimates and assumptions made by
management. Actual results could differ from those amounts.
Cash and Cash Equivalents: Cash and cash equivalents consist of deposits
with original maturities of three months or less.
Property and Equipment: Depreciation and amortization are provided on a
straight-line basis over the estimated useful lives of the assets. The
Company's property consists solely of vessels. The estimated useful life of
these vessels is 25 years.
Impairment of Long-Lived Assets: Long-lived assets are required to be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. If
the estimated undiscounted future cash flows expected to result from the
use of the asset and its eventual disposition is less than the carrying
amount of the asset, the asset is deemed impaired. The amount of the
impairment is measured as the difference between the carrying value and the
fair value of the asset.
Revenue Recognition: The daily charterhire rate payable under each Charter
is comprised of two components: (i) a fixed minimum rate of charterhire of
$13,500 per Vessel per day (the "Base Rate"), paid quarterly in advance at
the beginning of the quarter, and (ii) additional charterhire (which will
be determined and paid quarterly in arrears and may equal zero) which would
equal the excess, if any, of a weighted average of the daily time charter
rates for two round-trip trade routes traditionally served by Suezmax
tankers (Bonny, Nigeria to/from the Louisiana Offshore Oil Port, and Hound
Point, U.K. to/from Philadelphia, Pennsylvania (the "Reference Ports")),
over the sum of (A) an agreed amount of $8,500 representing daily operating
costs and (B) the Base Rate ("Additional Hire"). The amount of Additional
Hire, if any, will be determined by the London Tanker Brokers Panel or
another panel of ship brokers mutually acceptable to the Charterer and the
Company.
Revenue from vessel charter is recognized on the basis of the number of
days in the fiscal period.
Segment Information: The Company has only one type of vessels - oil tankers
on bareboat charters. As a result, management, including the chief
operating decision makers, reviews operating results solely by revenue per
day and thus the Company has determined that it operates under one
reportable segment.
Derivative instrument and Hedging: The Company accounts for its derivative
instruments and hedges according to SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities" as amended. This standard, as amended,
requires derivative instruments to be recorded in the balance sheet at
their fair value. Changes in the fair value are recorded to earnings for
each period unless specific hedge criteria are met. Changes in fair value
for qualifying cash flow-hedges are recorded in equity and are realized in
earnings in conjunction with the gain or loss on the hedged item or
transaction.
Changes in the fair value of qualifying hedges offset corresponding changes
in the fair value of the hedged item in the statement of operations.
Taxes: The company is incorporated in Bermuda. Under current Bermuda law,
the Company is not subject to corporate income taxes.
New Pronouncements: In November 2002, the FASB issued FASB Interpretation
No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others". FIN
45 requires that a liability be recorded in the guarantor's balance sheet
upon issuance of a guarantee. In addition, FIN 45 requires disclosures
about the guarantees that an entity has issued. The adoption of FIN 45 did
not have a material impact on the Company's financial statement.
In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No. 133 on
Derivative Instruments and Hedging Activities". SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments by
requiring that contracts with comparable characteristics be accounted for
similarly. This statement clarifies the circumstances under which a
contract with an initial net investment meets the characteristics of a
derivative, clarifies when a derivative contains a financing component,
amends the definition of an underlying to conform it to the language used
in FIN No. 45, "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others" and
amends certain other existing pronouncements. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003, except as stated
below and for hedging relationships designated after June 30, 2003. The
adoption of SFAS No. 149 did not have a material impact on the Company's
financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity".
SFAS No. 150 modifies the accounting for certain financial instruments
that, under previous guidance, issuers could account for as equity. SFAS
No. 150 requires that those instruments be classified as liabilities in
statements of financial position. The adoption of SFAS No. 150 did not have
a material impact on the Company's financial statements".
2. RELATED PARTY TRANSACTIONS
The Company has entered into a management agreement with Scandic American
Shipping Ltd. (SAS) under which SAS will provide certain administrative,
management and advisory services to the Company for an amount of $250,000
per year. SAS is the Commercial Manager of the Company and it is owned by
Herbjorn Hansson and Andreas Ove Ugland. SAS owns as of December 31, 2003
indirectly through its owners 0.15% of the shares.
Management fees expense was $250,000 for 2003, 2002 and 2001.
3. REVENUE
The table below illustrates the breakdown of the charter hire for the years
ended December 31, 2003, 2002 and 2001:
Year 2003 2002 2001
----------------------------------------------------------------------
Base Hire 14,782,500 14,782,500 14,782,500
Additional Hire 22,588,256 3,275,489 13,577,068
----------------------------------------------------------------------
Total 37,370,756 18,057,989 28,359,568
======================================================================
4. VESSELS
All Vessel 2003 2002
----------------------------------------------------------------------
Aquisition cost 1997 170,775,970 170,775,970
Accumulated depreciation as of December 31 42,694,045 35,863,005
----------------------------------------------------------------------
Book value as of December 31 128,081,925 134,912,965
======================================================================
The long-term assets consist of three suezmax oil tankers built in 1997.
Depreciation is calculated on a straight-line basis over the estimated
lifetime of 25 years. The basis for the depreciation is the actual cost
price of the vessels in 1997, i.e. $170,775,970 in total for the three
vessels.
5. ADMINISTRATIVE EXPENSES
2003 2002 2001
----------------------------------------------------------------------
Management fee 250,000 250,000 250,000
Directors and officers insurance 101,666 86,667 72,333
Other fees and expenses 116,421 90,381 31,406
----------------------------------------------------------------------
Total administrative expenses 468,087 427,048 353,739
======================================================================
6. LONG-TERM DEBT
In 1998, the Company entered into a loan agreement for $30 million with Den
norske Bank ASA, Oslo (DnB). The loan falls due in full at expiration of
the BP contract in 2004. Interest payments are based on the variable rate
of LIBOR plus 0.525% margin, approximately 1.665% at December 31, 2003.
Accrued interest at December 31, 2003 and 2002 was $38,322 and $215,466
respectively. The Company has pledged the vessels as collateral. In
association with the loan the Company must meet certain financial
covenants. The main covenants are associated with change in ownership, new
contracts or change in existing contracts, minimum value adjusted equity
and minimum liquidity.
The Company pays an annual agency fee of $10,000 to DnB in connection with
the loan.
Interest on all long-term borrowings is variable, therefore the carrying
amount of the debt approximates its fair value.
The Company has entered into an interest swap agreement with DnB, enabling
the Company to pay a fixed interest on the loan of 5.80% annually for the
next two years. The swap agreement terminates on the final repayment date
of the Loan, i.e. the 4th quarter of year 2004. Interest on all long-term
borrowings is variable, therefore the carrying amount of the debt
approximates its fair value.
Management obtained in 2004 an extention of the loan to October 1, 2007,
when it will be payable in full. Interest on the loan, as extended, will be
payble at the floating rate of LIBOR + 0.7%.
Prepaid finance costs
In connection with the loan in 1998, the Company paid $86,875 in an
arrangement fee and commitment fee. The fees are being amortized over the
term of the Loan, i.e. with 1/6 every year from January 1, 1999.
7. SHAREHOLDERS' EQUITY
Par value of the common shares is $.01. At December 31, 2003 and 2002, the
number of shares authorized, issued and outstanding was 9,706,606.
8. DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT
The Company is exposed to interest rate risk from its variable rate loan of
$30 million. The Company's risk management objective has been to lock in
the interest payments on the loan. The Company has entered into an interest
rate swap where the company pays a fixed interest rate and receives a
variable interest and has designated this swap as a cash flow hedge of the
interest rate payments on the loan.
Gains or losses on the interest rate swap designated as a cash flow hedge
will be deferred to accumulated other comprehensive income and will be
reclassified to earnings when the hedged interest payments are recognized.
The amount of ineffectiveness in 2003, 2002 and 2001 was immaterial. As of
December 31, 2003 a loss of $1,150,000 is expected to be reclassified from
accumulated other comprehensive income to earnings during the next twelve
months. The maximum length of time that the Company has hedged its exposure
to variability in future interest payments is approximately 11 months as of
December 31, 2003.
The fair value of the swap was recorded as a liability of $1,150,000 and
$2,016,000 at December 31, 2003 and 2002, respectively.
9. CONCENTRATIONS
The Company's charter revenues and accounts receivable are derived entirely
from bareboat charters with one counterparty, BP Shipping Ltd.
ITEM 18. FINANCIAL STATEMENTS
Not Applicable.
ITEM 19. EXHIBITS
1.0* Memorandum of Association and Bye-Laws of Nordic American Tanker
Shipping Limited, incorporated by reference to Exhibits 3.1 and 3.2 in
the Registration Statement of Nordic American Tanker Shipping Limited
filed August 28, 1995 on Form F-3, Registration No. 33-96268 (the
"Registration Statement").
4.1* Form of Bareboat Charter between Nordic American Tanker Shipping
Limited and BP Shipping Ltd, incorporated by reference to Exhibit 10.3
in the Registration Statement filed on Form F-3, Registration No.
33-96268.
4.2* Form of Management Agreement between Nordic American Tanker Shipping
Limited and Ugland Nordic Shipping AS incorporated by reference to
Exhibit 10.8 in the Registration Statement on Form F-3, Registration
No. 33-96268.
4.3* Novation Agreement dated May 30, 2003, among Ugland Nordic Shipping
AS, Scandic American Shipping Ltd. and Nordic American Tanker Shipping
Limited incorporated by reference to Exhibit 4.3 in the Annual Report
for the fiscal year ended December 31, 2002 on Form 20-F, filed with
the SEC on June 27, 2003.
12.1 Certification of the Chief Executive Officer.
12.2. Certification of the Chief Financial Officer.
13 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
----------
* Incorporated herein by reference.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this annual report on its behalf.
NORDIC AMERICAN TANKER
SHIPPING LIMITED
By: /s/ Herbjorn Hansson
-----------------------
Name: Herbjorn Hansson
Title: President
DATED: June 30, 2004