FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February 2005
NORDIC AMERICAN TANKER SHIPPING LIMITED
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(Translation of registrant's name into English)
Canon's Court
22 Victoria Street
Hamilton HM 12
Bermuda
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [_]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [_] No [X]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibits 1 and 2 are copies of the press releases issued
by Nordic American Tanker Shipping Limited (the "Company") on January 26, 2005
and February 1, 2005, respectively, relating to the announcement of the
Company's 4th quarter results and the acquisition of a new vessel.
Exhibit 1
Nordic American Tanker Shipping Ltd.
(NAT) - (NYSE: NAT) Announces 4th quarter 2004 results
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Hamilton, Bermuda, January 26th 2005 --
Nordic American Tanker Shipping Limited (the "Company") today announced its
results for the 4th quarter of 2004. The tanker market was significantly
stronger in the 4th quarter of 2004 than in the preceding quarter as reflected
in the Company's cash flow.
Based upon the results for the 4th quarter of 2004 the Board has declared a
first quarter 2005 dividend of $1.62 per share compared to $1.11 in the
preceding quarter and $1.15 in the first quarter of 2004. The dividend will be
paid on or about February 24th 2005 to shareholders of record as of February 4th
2005.
The operating cash flow (*) was $19.8m in the 4th quarter 2004 compared to
$11.9m for the 3rd quarter 2004. In the year 2004 the total operating cash flow
was $57.0m compared to $34.9m in 2003.
The spot market for modern Suezmax tankers in the 4th quarter of 2004 was
exceptionally strong. On average the time charter equivalent (TCE) for our
vessels operated on spot market related terms during the quarter was approx.
$94,000 per day. From this high level the spot market has declined, but is still
at healthy levels.
In October, the Company established a credit facility of $300m provided by four
leading international shipping banks. The purpose of this facility is to support
the expressed growth strategy of the Company.
In November, the Company acquired a fourth suezmax vessel (1997 built) at a cost
of $66m. The ship was chartered back to its sellers until the end of January
2005, after which it is expected to be employed in the spot market.
In November, the Company raised $112m (net of issue cost) in a follow-on public
offering. The proceeds of the offering was used to finance the vessel that was
acquired and to repay all outstanding bank debt. After this equity offering, the
Company has 13,067,838 shares issued and outstanding.
The Company now has the responsibility of providing the crew for and of
operating and maintaining three of our vessels. These functions have been
outsourced under our supervision to first class technical managers. As the
Company has assumed responsibility for the operation of the three ships, quality
and cost effective operations are the prime focus.
As the Company has now become an operating company, it is expected to cease
being classified as a "Passive Foreign Investment Company" for US Tax purposes.
This means that under current law, qualifying dividends, which will be available
to our non-corporate US shareholders commencing in 2006, are expected to be
taxed at a maximum United States federal income rate of 15%, rather than the
current maximum rate of 35%.
In reviewing the Company's results for the 4th quarter, investors should take
into account the Company's changed structure following its transformation from a
passive leasing company into an operating company.
One ship was redelivered from BP in September 2004 and thereafter continued on
spot related time charter to BP. The Company's results for the 4th quarter were
impacted by one-time extra operating costs associated with the expiry of the
bareboat charters with BP for two other of the Company's ships and the continued
employment for one of them to BP under a spot related time charter. The
transformation process also included the costs of re-chartering one of them to
Gulf Navigation as from November 18, 2004. The total non-recurring costs during
the 4th quarter are $10.6 m of which $1.4m is a cash item. In the accounts $9.2m
is a non-cash item being linked to a change in the compensation scheme for the
manager (Scandic American Shipping Ltd). The original incentive plan adopted
several years ago was a revenue based commission structure. The manager has
agreed to amend the original system and to eliminate the commission. The
original structure has been replaced by a restricted share system in favour of
the manager in order to align the interests of the manager and the Company. In
connection with the transition to an operating company, the Company adopted a
stock incentive plan under which 400,000 shares of the Company was reserved for
issuance to directors, officers and certain key employees of the Company and the
Manager. The initial exercise price of options which may be issued under the
plan will be equal to $38.75 - the issue price in the follow-on offering in
November 2004.
For the foreseeable future, the Company's Board intends to continue its policy
of maintaining a low debt to equity ratio and of pursuing a high dividend policy
essentially as in the past.
Another important part of our strategic platform is expansion of the fleet of
high quality vessels (**). A clear objective is that all projects that we may
implement in the future are designed to be accretive to earnings and dividends
per share.
With the spot market related income from three vessels, plus the fixed income
from the bareboat chartered vessel, management believes that the Company's fleet
is balanced to maintain a consistent base cash flow while taking advantage of
current spot market rates. Rates may rise from here, they may remain at the same
level or they may drop. Our general view is that the tanker market dynamics are
favourable.
* * * * *
(*) Cash flow from vessel operations is a non-GAAP financial term often used by
investors to measure financial performance of shipping companies. Operating
cash flow represents income before depreciation and amortization expense.
(**) On January 21, 2005 the Company announced an agreement to acquire a 153,181
dwt 1998 built vessel, increasing the fleet to five double hull suezmax
vessels, of which three are expected to be in the spot market as from
February 1st and the last vessel acquired is expected to be in the spot
market from end March.
NORDIC AMERICAN TANKER SHIPPING LIMITED
Amounts in USD '000 Three Months Ended Twelve Months Ended
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December 31, September 30, June 30, December 31, December 31,
CONDENSED STATEMENTS OF 2004 2004 2004 2004 2003
OPERATION (unaudited) (unaudited) (unaudited) (unaudited)
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NET VOYAGE REVENUE 22,711 13,006 9,442 62,526 37,185
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OPERATING EXPENSES
Vessel operating expenses (1,818) (111) 0 (1,977) 0
Depreciation (1,795) (1,708) (1,708) (6,918) (6,831)
General and administrative (9,699) (484) (441) (10,851) (468)
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(13,312) (2,303) (2,149) (19,746) (7,299)
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Income from vessel operation 9,399 10,703 7,293 42,780 29,886
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OTHER ITEMS
Interest income 101 14 15 142 27
Interest expense (708) (516) (438) (2,106) (1,813)
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(607) (502) (423) (1,964) (1,786)
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NET INCOME 8,792 10,201 6,870 40,816 28,100
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Earnings per average number of shares 0.79 1.05 0.71 4.05 2.89
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Weighted average number of shares 11,185,664 9,706,606 9,706,606 10,078,391 9,706,606
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CONDENSED BALANCE SHEETS December 31, December 31,
2004 2003
(unaudited)
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Cash deposits 30,732 566
Current assets 6,170 8,248
Vessels 187,301 128,082
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Total Assets 224,203 136,896
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Accounts payables and accrued liabilities 2,335 1,188
Current Portion of long-term debt 0 30,000
Shareholders' equity 221,868 105,708
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Total liablilities and shareholders' equity 224,203 136,896
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Twelve Months Ended
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CONDENSED STATEMENTS OF CASH FLOWS 2004 2003
(unaudited)
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OPERATING ACTIVITIES
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Net cash from Operating Activitites 62,817 29,893
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FINANCING ACTIVITIES
Net proceeds from sale of Common Stock 112,138 0
Repayment of debt (30,000) 0
Loan facility costs (1,456) 0
Dividends paid (47,196) (29,605)
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Net Cash provided by (used for)
Financing Activities 33,486 (29,605)
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INVESTING ACTIVITIES
Investment in Vessels (66,137) 0
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Net cash used by investing activitites (66,137) 0
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Net Increase in Cash and Cash Equivalents 30,166 288
Beginning Cash and Cash Equivalents 566 278
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Ending Cash and Cash Equivalents 30,732 566
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this press release may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and
other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. The words
"believe," "anticipate," "intend," "estimate," "forecast," "project," "plan,"
"potential," "will," "may," "should," "expect," "pending" and similar
expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, our management's examination of historical
operating trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond our control, we cannot assure you that we will achieve or accomplish
these expectations, beliefs or projections. We undertake no obligation to update
any forward-looking statement, whether as a result of new information, future
events or otherwise.
Important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies and currencies, general market conditions, including
fluctuations in charter rates and vessel values, changes in demand in the tanker
market, as a result of changes in OPEC's petroleum production levels and world
wide oil consumption and storage, changes in our operating expenses, including
bunker prices, drydocking and insurance costs, the market for our vessels,
availability of financing and refinancing, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to accidents or
political events, vessels breakdowns and instances of off-hires and other
important factors described from time to time in the reports filed by the
Company with the Securities and Exchange Commission, including the Annual Report
on Form 20-F.
Contacts: Scandic American Shipping Ltd
Manager for
Nordic American Tanker Shipping Ltd.
P.O Box 56, 3201 Sandefjord, Norway
Tel: + 47 33 42 73 00
E-mail: nat@scandicamerican.com
Web-site: www.nat.bm
Rolf Amundsen
Chief Financial Officer
Nordic American Tanker Shipping Ltd.
Tel: +1 800 601 9079 or + 47 908 26 906
Herbjorn Hansson
Chairman & CEO
Nordic American Tanker Shipping Ltd.
Tel: +1 866 805 9504 or + 47 901 46 291
Exhibit 2
Nordic American Tanker Shipping Ltd. (NAT)
- (NYSE: NAT) Expands the Fleet to Six Vessels
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Hamilton, Bermuda, February 1, 2005 --
Nordic American Tanker Shipping Ltd. (the "Company") today announced that the
Company has agreed to acquire a double hull suezmax vessel presently under
construction in Daewoo shipyard in Korea. The newbuilding is expected to be
delivered from the yard at the end of March this year, after which it is
expected that the vessel will be employed in the spot market.
The Company completed the transformation from a financial lease company into an
operating company in mid October 2004. Since then, the fleet of the Company has
doubled - from three to six ships - including the acquisition of this
newbuilding.
MAIN DETAILS OF THE FLEET OF THE COMPANY
Original vessels since the formation of the Company:
----------------------------------------------------
Nordic Hunter (1997 - 151,458) - spot related contract
Nordic Hawk (1997 - 151,458) - spot related contract
Gulf Scandic (1997 - 151,458) - long term contract
Ships acquired after the Company became an operating company in October 2004:
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Wilma Yangtze (1997 - 149,591) - spot employment as from February 2005.
Acquired in November 2004
Acquisition (1998 - 153,181) - expected spot employment as from end March
2005. Acquisition announced January 21, 2005
Newbuilding (2005 - 159,500) - expected spot employment as from end
March 2005. Acquisition announced today
It is important to note that the addition of the top modern newbuilding to the
existing fleet will reduce the average age of the fleet of the Company to 5.7
years - among the youngest in the tanker industry. The price of the vessel is
USD 81 mill. At this time the Company has an undrawn credit facility of USD 300
mill.
Mr. Herbjorn Hansson, Chairman of the Company, noted that this addition to the
fleet represents an important step in the further development of the Company. He
commented that this transaction is in line with the Company's growth strategy of
accretive acquisitions to bolster dividend and earnings per share.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this press release may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and
other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. The words
"believe," "anticipate," "intend," "estimate," "forecast," "project," "plan,"
"potential," "will," "may," "should," "expect," "pending" and similar
expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, our management's examination of historical
operating trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond our control, we cannot assure you that we will achieve or accomplish
these expectations, beliefs or projections. We undertake no obligation to update
any forward-looking statement, whether as a result of new information, future
events or otherwise.
Important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies and currencies, general market conditions, including
fluctuations in charter rates and vessel values, changes in demand in the tanker
market, as a result of changes in OPEC's petroleum production levels and world
wide oil consumption and storage, changes in our operating expenses, including
bunker prices, drydocking and insurance costs, the market for our vessels,
availability of financing and refinancing, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to accidents or
political events, vessels breakdowns and instances of off-hires and other
important factors described from time to time in the reports filed by the
Company with the Securities and Exchange Commission including the Annual Report
on Form 20-F.
Contacts: Scandic American Shipping Ltd
Manager for
Nordic American Tanker Shipping Ltd.
P.O Box 56
3201 Sandefjord
Norway
Tel: + 47 33 42 73 00
E-mail: info@scandicamerican.com
Web-site: www.nat.bm
Rolf Amundsen
Chief Financial Officer
Nordic American Tanker Shipping Ltd.
Tel: +1 800 601 9079 or + 47 908 26 906
Herbjorn Hansson
Chairman & CEO
Nordic American Tanker Shipping Ltd.
Tel: +1 866 805 9504 or + 47 901 46 291
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NORDIC AMERICAN TANKER SHIPPING LIMITED
(registrant)
Dated: February 1, 2005 By: /s/ Herbjorn Hansson
----------------------------
Herbjorn Hansson
President and
Chief Executive Officer
01318.0002 #543370