UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 20-F


☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934


OR


☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20152023


OR


☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____


OR


☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of event requiring this shell company report: Not applicable


For the transition period from ___________________________ to ___________________________

Commission file number 001-13944


NORDIC AMERICAN TANKERS LIMITED 
 (Exact name of Registrant as specified in its charter) 
 
(Translation of Registrant'sRegistrant’s name into English)
 
 BERMUDA 
 (Jurisdiction of incorporation or organization) 
 
LOMSwan Building 
 27 Reid26 Victoria Street 
 Hamilton HM 1112 
 Bermuda 
 (Address of principal executive offices) 
 
HerbjørnHerbjorn Hansson, Chairman, President, and Chief Executive Officer,
Tel No. 1 (441) 292-7202,
LOMSwan Building, 27 Reid26 Victoria Street, Hamilton HM 11,12, Bermuda
 
 
(Name, Telephone, E-mail and/or Facsimile number and
Address of Company Contact Person)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act: 
   
Title of each classTrading Symbol(s)Name of each exchange on which registered
 Common Stock,Shares, $0.01 par value
NAT
New York Stock Exchange
 
 Series A Participating Preferred Stock
Title of class
Shares 
New York Stock Exchange
Name of exchange on which registered 


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'sissuer’s classes of capital or common stock as of the close of the period covered by the annual report:


As of December 31, 2015,2023, there were 89,182,001outstanding 208,796,444 common shares outstanding of the Registrant's common stock,Registrant, $0.01 par value per share.


Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



☐☒ Yes
☒☐ No


If this report is an annual report or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.


☐ Yes
☒ No


Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.


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
☐ No


Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during this preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


☒ Yes
☐ No


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, or an emerging growth company. See the definitionsdefinition of "accelerated filer"“large accelerated filer”, “accelerated filer,” and "large accelerated filer"“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer☒
Accelerated filer ☐
Non-accelerated filer
(Do not check if a smaller
reporting company)  ☐
Emerging Growth Company ☐



If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐
Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:


☒U.S. GAAP

☒            U.S. GAAP
☐International Financial Reporting Standards as issued by the International Accounting Standards Board

☐            International Financial Reporting Standards as issued by the International Accounting Standards Board
☐Other

☐            Other

If "Other"“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow.


☐Item 17

☐            Item 17
☐Item 18

☐            Item 18

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


☐Yes
☒ No
 (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes
☐ No



TABLE OF CONTENTS

PART I

Page
ITEM 1.
1
ITEM 2.
1
ITEM 3.
1

A.
1

B.1

C.
1

D.
1
ITEM 4.
31

A.
31

B.
34

C.
51

D.
51
ITEM 4A.
51
ITEM 5.
51

A.
51

B.
55

C.
61

D.
61

E.
61
ITEM 6.
64

A.
64

B.
66

C.
66

D.
67

E.
67

F.
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ITEM 7.
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A.
67

B.
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C.
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ITEM 8.
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A.
68

B.
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ITEM 9.
68
ITEM 10.
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A.
69

B.
69

C.
69

D.
69

E.
70

F.
79

G.
79

H.
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I.
79

J.
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ITEM 11.
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ITEM 12.
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PART II

ITEM 13.
80

i
TABLE OF CONTENTS
(continued)

Page
ITEM 14.
80
ITEM 15.
81

A.
81

B.
81

C.
81

D.
82
ITEM 16.
82
ITEM 16A.
82
ITEM 16B.
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ITEM 16C.
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A.
82

B.
AUDIT-RELATED FEES82

C.
82

D.
82

E.
82

F.
83
ITEM 16D.
83
ITEM 16E.
83
ITEM 16F.
83
ITEM 16G.
83
ITEM 16H.
83
ITEM 16I.   
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS83
ITEM 16J.   
INSIDER TRADING POLICIES83
ITEM 16K.  
CYBERSECURITY84
PART III

ITEM 17.
84
ITEM 18.
84
ITEM 19.
85

ii
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed herein 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. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and financial performance, and are not intended to give any assurance as to future results. When used in this document, the words "believe," "expect," "anticipate," "estimate," "intend," "plan," "target," "project," "likely," "may," "could"“believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “will,” “would,” “may,” “seek,” “continue,” “possible,” “might,” “forecast,” “potential,” “should,” “could” and similar expressions, terms, or phrases may identify forward-looking statements.
The forward-looking statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management'smanagement’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 the petroleum production levels set by the Organization of the Petroleum Exporting Countries or OPEC,(“OPEC”), and worldwide 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 and potential costs due to environmental damage and vessel collisions, general domestic and international political conditions or events including “trade wars”, potential disruption of shipping routes due to accidents or political events, severe weather conditions, natural disasters, the length and severity of future epidemics and pandemics and their impact on the demand for seaborne transportation in the tanker sector, vessel breakdowns and instances of off-hire, failure on the part of a seller to complete a sale of a vessel to us and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, or the SEC.
 
TABLE OF CONTENTS
PART I
1
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
1
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
1
ITEM 3.KEY INFORMATION1
A. Selected Financial Data1
B. Capitalization and Indebtedness2
C. Reasons for the offer and use of Proceeds2
D. Risk Factors
2
ITEM 4.
INFORMATION ON THE COMPANY
14
A. History and Development of the Company15
B. Business Overview16
C. Organizational Structure27
D. Property, Plant and Equipment
27
ITEM 4A.
UNRESOLVED STAFF COMMENTS
27
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS28
A. Operating Results28
B. Liquidity and Capital Resources32
C. Research and Development, Patents and Licenses, Etc.33
D. Trend Information33
E. Off Balance Sheet Arrangements33
F. Tabular Disclosure of Contractual Obligations
33
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES38
A. Directors and Senior Management38
B. Compensation41
C. Board Practices42
D. Employees42
E. Share Ownership
42
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS43
A. Major Shareholders43
B. Related Party Transactions43
C. Interests of Experts and Counsel
45
ITEM 8.FINANCIAL INFORMATION45
A. Consolidated Statements and other Financial Information45
B. Significant Changes
45
ITEM 9.
THE OFFER AND LISTING
45
ITEM 10.ADDITIONAL INFORMATION47
A. Share Capital47
B. Memorandum and Articles of Association47
C. Material Contracts49
D. Exchange Controls50
E. Taxation51

F. Dividends and Paying Agents59
G. Statement by Experts59
H. Documents on Display59
I. Subsidiary Information
59
ITEM 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
59
ITEM 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
60
PART II
61
ITEM 13.
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
61
ITEM 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
61
ITEM 15.
CONTROLS AND PROCEDURES
61
A. Disclosure Controls and Procedures.61
B. Management's annual report on internal control over financial reporting.61
C. Attestation report of the registered public accounting firm.61
D. Changes in internal control over financial reporting.
62
ITEM 16.
RESERVED
62
ITEM 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
62
ITEM 16B.
CODE OF ETHICS
62
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES62
A. Audit Fees62
B. Audit-Related Fees62
C. Tax Fees63
D. All Other Fees63
E. Audit Committee's Pre-Approval Policies and Procedures63
F. Not applicable.
63
ITEM 16D.
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
63
ITEM 16E.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS
63
ITEM 16F.
CHANGE IN REGISTRANT`S CERTIFYING ACCOUNTANT
63
ITEM 16G.
CORPORATE GOVERNANCE
64
ITEM 16H.
MINE SAFETY DISCLOSURE
64
PART III
64
ITEM 17.
FINANCIAL STATEMENTS
64
ITEM 18.FINANCIAL STATEMENTS64

PART I

ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3.KEY INFORMATION

Throughout this annual report, all references to "Nordic“Nordic American Tankers," "NAT,"” “NAT,” the "Company," "the“Company,” “the Group," "we," "our,"” “we,” “our,” and "us"“us” refer to Nordic American Tankers Limited and its subsidiaries. Unless otherwise indicated, all references to "U.S.“U.S. dollars," "USD," "dollars," "US$"” “USD,” “dollars,” “US$” and "$"“$” in this annual report are to the lawful currency of the United States of America and references to "Norwegian Kroner"“Norwegian Kroner” or "NOK"“NOK” are to the lawful currency of Norway.

A. Selected Financial Data

The following selected historical financial information should be read in conjunction with our audited financial statements and related notes, which are included herein, together with Item 5.Operating and Financial Review and Prospects.  The Statements of Operations and other financial data for each of the three years ended December 31, 2015, 2014 and 2013 and selected balance sheet data as of December 31, 2015 and 2014 have been derived from our audited financial statements included elsewhere in this document. The Statements of Operations data for each of the years ended December 31, 2012 and 2011 and selected balance sheet data for each of the years ended December 31, 2013, 2012 and 2011 have been derived from our audited financial statements not included in this Annual Report on Form 20-F.

SELECTED CONSOLIDATED FINANCIAL DATA Year ended December 31, 
All figures in thousands of USD except share data 2015  2014 (Adjusted*)  2013  2012  2011 
Voyage Revenues  445,738   351,049   243,657   130,682   94,787 
Voyage Expenses  (158,656)  (199,430)  (173,410)  (38,670)  (14,921)
Vessel Operating Expense  (66,589)  (62,500)  (64,924)  (63,965)  (54,859)
General and Administrative Expenses  (9,790)  (14,863)  (19,555)  (14,700)  (15,394)
Depreciation Expenses  (82,610)  (80,531)  (74,375)  (69,219)  (64,626)
Impairment Loss on Vessel  -   -   -   (12,030)  - 
Loss on Contract  -   -   (5,000)  -   (16,200)
Fees for Provided Services  -   1,500   -   -   - 
Net Operating Income (Loss)  128,093   (4,775)  (93,608)  (67,902)  (71,213)
                     
Interest Income  114   181   146   357   1,187 
Interest Expense  (10,855)  (12,244)  (11,518)  (5,854)  (2,130)
Other Financial Income (Expense)  (2,725)  3,672   (437)  207   (142)
Total Other Expenses  (13,467)  (8,391)  (11,809)  (5,290)  (1,085)
Net Income (Loss)  114,627   (13,166)  (105,417)  (73,192)  (72,298)
                     
Basic Earnings (Loss) per share  1.29   (0.15)  (1.64)  (1.39)  (1.53)
Diluted Earnings (Loss) per share  1.29   (0.15)  (1.64)  (1.39)  (1.53)
Cash Dividends Declared per share  1.38   0.63   0.64   1.20   1.15 
Basic Weighted Average Shares Outstanding  89,182,001   85,401,179   64,101,923   52,547,623   47,159,402 
Diluted Weighted Average Shares Outstanding  89,182,001   85,401,179   64,101,923   52,547,623   47,159,402 
Market price per common share as of December 31,  15.54   10.07   9.70   8.75   11.99 
1
                     
Other financial data:                    
Net cash Provided by (Used in) operating activities  174,392   57,460   (47,265)  (567)  (12,163)
Cash Dividends paid  123,071   54,069   41,756   63,497   54,273 
Selected Balance Sheet Data (at period end):                    
Cash and cash equivalents  29,889   100,736   65,675   55,511   24,006 
Total assets  1,244,626   1,175,860   1,136,437   1,085,624   1,125,385 
Total long-term debt  330,000   250,000   250,000   250,000   230,000 
Common stock  892   892   754   529   473 
Total shareholders' equity  880,721   888,911   854,984   809,383   867,563 
* Adjusted to retrospectively present our investment in Nordic American OffshoreTankers Ltd. underis very different from other stock listed tanker companies. No other company has the equity methodstrategy of accounting. For more information pleaseNAT. Please see Item 18. Financial Statements - Note 4 - Investments.item 4. A. for the NAT overall strategy.
B. Capitalization and Indebtedness
A.[Reserved]

B.Capitalization and Indebtedness
Not applicable.

C.Reasons for the offer and use of Proceeds
C. Reasons for the offer and use of Proceeds

Not applicable.

D.Risk Factors
D. Risk Factors

SomeThe following constitutes a summary of the followingmaterial risks relate principallyrelevant to the industryan investment in which we operate. Other risks relate principally to ownership of our common stock.company. The occurrence of any of the events described in this section could significantly and negatively affect our business, financial condition, operating results or cash available for dividends or the trading price of our common stock.

Industry SpecificSummary of Risk Factors

If the Suezmax tanker industry, which historically has been cyclical and volatile, is depressed in the future, our revenues, earnings and available cash flow may decrease.

We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings, our ability to pay dividends and our ability to repay our financial liabilities.
Changes in the price of fuel and regulations may adversely affect our profits.
Inability to renew the fleet would adversely affect our business, results of operations, financial condition and ability to pay dividends.
The international Suezmax tanker industry is bothhas experienced volatile charter rates and vessel values and there can be no assurance that these charter rates and vessel values will not decrease in the near future.
Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.
A shift in consumer demand from oil towards other energy sources or changes to trade patterns for crude oil or refined oil products may have a material adverse effect on our business.

1
The value of our vessels may be depressed at the time we decide to sell a vessel.
An over-supply of Suezmax tanker capacity may lead to reductions in charter rates, vessel values, and profitability.
Delays or defaults by the shipyards in the construction of newbuildings could increase our expenses and diminish our net income and cash flows.
Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect our business.
We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.
If we do not manage relationships with customers or successfully integrate any acquired Suezmax tankers, we may not be able to grow or effectively manage our growth.
Because some of our expenses are incurred in foreign currencies, we are exposed to exchange rate fluctuations, which could negatively affect our results of operations.
The operation of Suezmax tankers involves certain unique operational risks.
We operate our Suezmax tankers worldwide and as a result, our vessels are exposed to international risks which may reduce revenue or increase expenses.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on our business.
Acts of piracy on ocean-going vessels could adversely affect our business.
Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.
Governments could requisition our vessels during a period of war or emergency resulting in a loss of earnings.
If we purchase secondhand vessels, we may not receive warranties from the builder and operating cost may increase as a result of aging of the fleet.
Our insurance may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the tanker industry.
An increase in operating costs would decrease earnings and dividends per share.
We may be unsuccessful in competing in the highly competitive international Suezmax tanker market.
We are subject to laws and regulations which can adversely affect our business, results of operations, cash flows and financial condition, and our ability to pay dividends.
Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets.
If we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
Developments in safety and environmental requirements relating to the recycling of vessels may result in escalated and unexpected costs.
Servicing our debt limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.
Our borrowing facilities, contains restrictive covenants which could negatively affect our growth, cause our financial performance to suffer and limit our ability to pay dividends.
Variable rate indebtedness could subject us to interest rate risk, which could cause our debt service obligations to increase significantly.
We may not be able to finance our future capital commitments.
The current state of the global financial markets and current economic conditions may adversely impact our results of operation, financial condition, cash flows and ability to obtain financing or refinance our existing and future credit facilities on acceptable terms.
We cannot assure you that we will be able to refinance our indebtedness.
We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.
Our share price may continue to be highly volatile, which could lead to a loss of all or part of a shareholder’s investment.
2
We operate in a cyclical and volatile industry and cannot guarantee that we will continue to make cash distributions.
Future sales of our common stock could cause the market price of our common stock to decline.
Ineffective internal controls could impact the Company’s business and financial results.
Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.
A decision of our Board of Directors and the laws of Bermuda may prevent the declaration and payment of dividends.
We have antitakeover protections which could prevent a change of control.
If our vessels call on ports located in termscountries or territories that are subject to sanctions or embargoes imposed by the U.S. government, the European Union, the United Nations or other governmental authorities, it could result in monetary fines or other penalties, and may adversely affect our reputation and the market and trading price of our common stock.
Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have.
We are incorporated in Bermuda and it may not be possible for our investors to enforce U.S. judgments against us.
We may have to pay tax on United States source income, which would reduce our earnings.
If the United States Internal Revenue Service were to treat us as a “passive foreign investment company,” that could have adverse tax consequences for United States shareholders.
Changes in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.
We may become subject to taxation in Bermuda which would negatively affect our results.
As a Bermuda exempted company incorporated under Bermuda law with subsidiaries in another offshore jurisdiction, our operations may be subject to economic substance requirements.
Risks Related to Our Business and Financial Condition
If the Suezmax tanker industry, which historically has been cyclical and volatile, is depressed in the future, our revenues, earnings and available cash flow may decrease.
It should be noted that we are specializing in Suezmax tankers. Historically, the tanker industry has been highly cyclical, with volatility in profitability, charter rates and profitability.asset values resulting from changes in the supply of and demand for tanker capacity. Fluctuations in charter rates and tanker values result from changes in the supply of and demand for tanker capacity and changes in the supply of and demand for oil and oil products. These factors may adversely affect the rates payable and the amounts we receive in respect of our vessels. The armed conflicts in Ukraine and in Israel and Gaza have continued to disrupt energy production and trade patterns, including shipping in the Black Sea, Red Sea and elsewhere, and its impact on energy demand and costs is expected to remain uncertain. Our ability to re-charter our vessels on the expiration or termination of their current spot and time charters and the charter rates payable under any renewal or replacement charters will depend upon, among other things, economic conditions in the tanker market and we cannot guarantee that any renewal or replacement charters we enter into will be sufficient to allow us to operate our vessels profitably.

The factors that influence demand for tanker capacity include:
supply of and demand for oil and oil products;
global and regional economic and political conditions and developments, including developments in international trade, including the increased vessel attacks and piracy in the Red Sea in connection with the conflict between Israel and Hamas, national oil reserves policies, fluctuations in industrial and agricultural production and armed conflicts;
3
regional availability of refining capacity and inventories compared to geographies of oil production regions;
environmental and other legal and regulatory developments;
the distance oil and oil products are to be moved by sea;
changes in seaborne and other transportation patterns, including changes in the distances over which tanker cargoes are transported by sea;
increases in the production of oil in areas linked by pipelines to consuming areas, the extension of existing, or the development of new, pipeline systems in markets we may serve, or the conversion of existing non-oil pipelines to oil pipelines in those markets;
currency exchange rates;
weather and acts of God, natural disasters and health disasters;
changes in consumption of oil and petroleum products due to competition from supply and demand for alternative sources of energy and from other shipping companies and other modes of transport;
international sanctions, embargoes, import and export restrictions, nationalizations, piracy, terrorist attacks and armed conflicts, including the conflicts between Russia and Ukraine and between Israel and Hamas, and potential physical disruption of shipping routes as a result thereof;
any restrictions on crude oil production imposed by the Organization of the Petroleum Exporting Countries, or OPEC, and non-OPEC oil producing countries;
economic slowdowns caused by public health events such as the diseases and viruses affecting livestock and humans including pandemics; and
regulatory changes including regulations adopted by supranational authorities and/or industry bodies, such as safety and environmental regulations and requirements by major oil companies.
The factors that influence the supply of tanker capacity include:
the demand for alternative energy resources;
current and expected purchase orders for tankers;
the number of tanker newbuilding deliveries;
any potential delays in the delivery of newbuilding vessels and/or cancellations of newbuilding orders;
the scrapping rate of older tankers;
technological advances in tanker design and capacity, propulsion technology and fuel consumption efficiency;
tanker charter rates, which are affected by factors that may affect the rate of newbuilding, swapping and laying up of tankers;
port and canal congestion;
4
price of steel and vessel equipment;
conversion of tankers to other uses or conversion of other vessels to tankers;
with respect to tanker vessel supply, demand for alternative sources of energy and supply and demand for energy resources and oil and petroleum products;
product imbalances (affecting the level of trading activity) and developments in international trade;
developments in international trade, including refinery additions and closures;
the phasing of maritime shipping into the EU Emission Trading Scheme (the “ETS”), which applies to all large ships of 5,000 gross tonnage or above;
the number of tankers that are out of service; and
changes in environmental and other regulations that may limit the useful lives of tankers.
In 2023, the tanker market was strongly impacted by geopolitical events. United States and EU/G7 sanctions against Russian oil products officially took effect on February 5, 2023, which reinforced the trade on tonne mile recalibration that had already begun in 2022 in anticipation of the sanctions. In early October 2023, a military conflict in the Middle East and subsequent attacks in the region and against vessels forced several vessels to reroute away from the Red Sea. This added to the ton-mile growth already seen from the sanctions against Russia.

Geopolitical factors and restrictions on Panama Canal transits similarly resulted in longer sailing patterns. The consequent trade recalibration towards longer haul trade led to a change in tanker freight rates towards higher average levels and increased rate volatility.
The factors affecting the supply and demand for tankers have been volatile and are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

The factors that influenceunpredictable, including those discussed above. Continued volatility may reduce demand for tanker capacity include:

●demand for oil and oil products,

●supply of oil and oil products,

●regional availability of refining capacity,

●regional imbalances in production/demand,

●global and regional economic and political conditions, including developments in international trade and fluctuations in industrial and agricultural production,

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●changes in seaborne and other transportation patterns, including changes in the distances over which oil and oil products are transported by sea,

●weather and acts of God and natural disasters, including hurricanes and typhoons,

●environmental and other legal and regulatory developments,

●currency exchange rates,

●competition from alternative sources of energy and from other shipping companies and other modes of transportation, and

●international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars.

The factors that influence thetransportation of oil over longer distances and increase supply of tanker capacity include:

●current and expected purchase orders for tankers,

●the number of tanker newbuilding deliveries,

●the scrapping rate of older tankers,

●conversion of tankers to other uses or conversion of other vessels to tankers,

●the price of steel and vessel equipment,
●technological advances in tanker design and capacity,

●tanker freight rates, which are affected by factorstankers to carry that may affect the rate of newbuilding, scrapping and laying up of tankers,

●the number of tankers that are out of service, and

●changes in environmental and other regulations that may limit the useful lives of tankers.

Any decrease in shipments of crude oil may adversely affect our financial performance.

The demand for our vessels and services in transporting oil derives primarily from demand for Arabian Gulf, West African, North Sea and Caribbean crude oil, which in turn, primarily depends on the economies of the world's industrial countries and competition from alternative energy sources. A wide range of economic, social and other factors can significantly affect the strength of the world's industrial economies and their demand for crude oil from the mentioned geographical areas. One such factor is the price of worldwide crude oil.

Any decrease in shipments of crude oil from the above mentioned geographical areas wouldmay have a material adverse effect on our business, financial performance. Amongcondition, results of operations, cash flows, ability to pay dividends and existing contractual obligations.
We anticipate that the factors which could lead to such a decrease are:

●increased crude oil production from other areas;

●increased refining capacity in the Arabian Gulf or West Africa;

●increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa;

●a decision by Arabian Gulf or West African oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;

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●armed conflict in the Arabian Gulf and West Africa and political or other factors; and

●the development, availability and relative costs of nuclear power, natural gas, coal and other alternative sources of energy.

In addition, volatile economic conditions affecting the world economies may result in reduced consumption of oil products and a decreased demand for our vesselstankers will be dependent upon economic growth in the world’s economies, seasonal and lower charter rates, whichregional changes in demand, changes in the capacity of the global tanker fleet and the sources and supply of oil and petroleum products to be transported by sea. Given the low number of new tankers currently on order with shipyards, the capacity of the global tanker fleet seems likely to be muted, but there can be no assurance as to the timing or extent of future economic growth. Adverse economic, political, social or other developments could have a material adverse effect on our earningsbusiness and operating results, including possible impairment charges against our abilityearnings.
Declines in oil and natural gas prices or decreases in demand for oil and natural gas for an extended period of time, or market expectations of potential decreases in these prices and demand, could negatively affect our future growth in the tanker and offshore sector. Sustained periods of low oil and natural gas prices typically result in reduced exploration and extraction because oil and natural gas companies’ capital expenditure budgets are subject to pay dividends.cash flow from such activities and are therefore sensitive to changes in energy prices. Sustained periods of high oil prices on the other hand may be destructive for demand. These changes in commodity prices can have a material effect on demand for our services, and periods of low demand can cause excess vessel supply and intensify the competition in the industry, which often results in vessels, particularly older and less technologically advanced vessels, being idle for long periods of time. We cannot predict the future level of demand for our services or future conditions of the oil and natural gas industry. Any decrease in exploration, development or production expenditures by oil and natural gas companies or decrease in the demand for oil and natural gas could reduce our revenues and materially harm our business, results of operations and cash available for distribution.


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We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings, our ability to pay dividends and our ability to pay dividends.repay our financial liabilities.

WeThe 20 vessels that we currently operate a fleet of 24 vessels, all of which are primarily employed in the spot market.market with the two 2022-built vessels chartered out on six-year time charter agreements, and two vessels on longer term time-charter agreements expiring in the latter part of 2024. We are therefore highly dependent on spot market charter rates. The spot market is very volatile and there have been and will be periods when spot charter rates decline below the operating cost of vessels. If future spot charter rates decline, we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or pay dividends in the future. Furthermore, as charter rates for spot charters are fixed for a single voyage which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

We will be exposed to prevailing charter rates in the crude tanker sectors when these vessels’ existing charters expire, and to the extent the counterparties to our fixed-rate charter contracts fail to honor their obligations to us. We will also enter into spot charters in the future. The spot charter market may fluctuate significantly based upon tanker and oil supply and demand.

The successful operation of our vessels in the competitive spot charter market depends on, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling in ballast to pick up cargo. When the current charters for our fleet expire or are terminated, it may not be possible to re-charter these vessels at similar rates, or at all, or to secure charters for any vessels we agree to acquire at similarly profitable rates, or at all. As a result, we may have to accept lower rates or experience off hire time for our vessels, which would adversely impact our revenues, results of operations, including impairment charges against our earnings, and financial condition.

Changes in the price of fuel and regulations may adversely affect our profits.
Fuel, including bunkers, is a significant, if not the largest, expense in our shipping operations, and changes in the price of fuel may adversely affect our profitability.  The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, such as the ongoing conflict between Russia and Ukraine and between Israel and Hamas, supply and demand for oil and gas, actions by OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns, which may reduce our profitability and have a material adverse effect on our future performance, results of operations, cash flows and financial position.
Effective January 1, 2020, the International Maritime Organization, or IMO, implemented a new regulation for a 0.50% global sulfur cap on emissions from vessels.  Under this new global cap, vessels must use marine fuels with a sulfur content of no more than 0.50% against the former regulations specifying a maximum of 3.50% sulfur in an effort to reduce the emission of sulfur oxide into the atmosphere.
All of our vessels have transitioned to burning IMO compliant fuels.  Low sulfur fuel of 0.50% sulfur content or lower, is presently more expensive than the non-compliant Heavy Fuel Oil containing 3.5% sulfur and may become more expensive.
Our operations and the performance of our vessels, and as a result our results of operations, cash flows and financial position, may be negatively affected to the extent that compliant sulfur fuel oils are unavailable, of low or inconsistent quality, or upon occurrence of any of the other foregoing events. Costs of compliance with these and other related regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.  As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability at the time of charter negotiation.  Further, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business versus other forms of transportation.
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Inability to renew the fleet would adversely affect our business, results of operations, financial condition and ability to pay dividends.
If we do not set aside funds or are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their useful lives. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, financial condition and ability to pay dividends would be adversely affected. Any funds set aside for vessel replacement will not be available for dividends.
The international Suezmax tanker industry has experienced volatile charter rates and vessel values and there can be no assurance that these charter rates and vessel values will not decrease in the near future.
The Baltic Dirty Tanker Index, or the BDTI, a U.S. dollar daily average of charter rates issued by the Baltic Exchange that takes into account input from brokers around the world regarding crude oil fixtures for various routes and oil tanker vessel sizes, is volatile. In 2023, the BDTI followed seasonal patterns with less volatility than seen in 2022, with the average for the year coming in at 1,149, slightly lower than the 1,390 reached in 2022. The 2022-numbers are somewhat inflated by the Russian invasion in Ukraine and the following sanctions regime. The Baltic Exchange omitted two Russia related trade routes from the BDTI index from 4Q 2022 that helps explain the lower average for 2023.  During 2023, the BDTI reached a high of 1,648 and a low of 713 compared to a high of 2,496 and a low of 679 in 2022. The Baltic Clean Tanker Index, or BCTI, a comparable index to the BDTI, has similarly been strong with a high of 1,250 and a low of 563 in 2023. This compares to a high of 2,143 and a low of 543 in 2022. Similar to the BDTI, the BCTI saw higher volatility and higher levels in 2022 compared to 2023 due to trades included in the index that was not necessarily representative for the broader tanker market. Although slightly lower, markets in 2024 have continued their solid performance, and the BDTI and BCTI were at 1,173 and 995, respectively, as of April 16, 2024.There can be no assurance that the crude oil and petroleum products charter market will increase or continue at the current levels, and the market could again decline. This volatility in charter rates depends, among other factors, on changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products, the demand for crude oil and petroleum products,  the inventories of crude oil and petroleum products in the United States and in other industrialized nations,  oil refining volumes,  oil prices, and any restrictions on crude oil production imposed by OPEC and non-OPEC oil producing countries.
Charter rates in the Suezmax tanker industry are volatile. We anticipate that future demand for our vessels, and in turn our future charter rates, will be dependent upon economic growth in the world’s economies, as well as seasonal and regional changes in demand and changes in the capacity of the world’s fleet. There can be no assurance that economic growth will not stagnate or decline leading to a decrease in vessel values and charter rates. A decline in vessel values and charter rates would have an adverse effect on our business, financial condition, results of operation and ability to pay dividends.
 
Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, charter rates. Seaborne trading and distribution patterns are primarily influenced by the relative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of oil and oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flows and financial position.

DeclinesA shift in charter rates andconsumer demand from oil towards other market deterioration could cause us to incur impairment charges.

Our vessels are evaluated for impairment continuously or whenever eventsenergy sources or changes in circumstances indicate that the carrying amountto trade patterns for crude oil or refined oil products may have a material adverse effect on our business.

A significant portion of a vessel may not be recoverable. The review for potential impairment indicators and projection of future cash flowsour earnings are related to the vessel are complex and requires us to make various estimates, including future freight rates and earningsoil industry. A shift in or disruption of consumer demand from oil towards other energy sources such as electricity, natural gas, liquified natural gas, renewable energy, hydrogen or ammonia will potentially affect the demand for our vessels. A shift from the vessel.  Alluse of these itemsinternal combustion engine vehicles may also reduce the demand for oil. These factors could have been historically volatile. We evaluatea material adverse effect on our future performance, results of operations, cash flows and financial position.

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“Peak oil” is the recoverable amountyear when the maximum rate of extraction of oil is reached. The International Energy Agency (“IEA”) recently announced a forecast of “peak oil” during the late 2020s. OPEC maintains that “peak oil” will not be reached until at least 2040, despite transition toward other energy sources. Irrespective of “peak oil”, the continuing shift in consumer demand from oil towards other energy resources such as wind energy, solar energy, hydrogen energy, nuclear energy or renewable energy, which appears to be accelerating as a result of shifts in government commitments and support for energy transition programs, may have a material adverse effect on our future performance, results of operations, cash flows and financial position.

Seaborne trading and distribution patterns are primarily influenced by the undiscounted estimatedrelative advantage of the various sources of production, locations of consumption, pricing differentials and seasonality. Changes to the trade patterns of crude oil or refined oil products may have a significant negative or positive impact on the ton-mile and therefore the demand for our tankers. This could have a material adverse effect on our future performance, results of operations, cash flow,flows and financial position.
The value of our vessels may be depressed at the time we decide to sell a vessel.
Tanker values have generally experienced high volatility. Investors can expect the fair market value of our 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 age, they generally decline in value. These factors will affect the value of our vessels over their remaining useful lives.for purposes of covenant compliance under our borrowing facilities and at the time of any vessel sale. If for any reason we sell a tanker at a time when tanker prices have fallen, the recoverable amount issale may be at less than the tanker’s carrying amount ofin our financial statements, with the vesselresult that we would also incur a loss on the sale and less than the estimated fair market value, the vessel is deemed impaired.a reduction in earnings from impairment charges, which could reduce our ability to pay dividends and negatively affect our business, financial condition and operating results. The carrying values of our vessels may not represent their faircharter-free market value at any point in time because the market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Any impairment charges incurred as a result of declines in charter rates could negatively affect our business, financial condition and operating results. Impairment charges may be limited to each individual vessels.time.

An over-supply of Suezmax tanker capacity may lead to reductions in charter rates, vessel values, and profitability.

The market supply of Suezmax tankers is affected by a number of factors such as demand for energy resources, oil, and petroleum products, as well as strong overall economic growth in parts of the world economy, including Asia. Asia,.
There has been a global trend towards energy efficient technologies, lower environmental emissions and alternative sources of energy. In the long-term, demand for oil may be reduced by increased availability of such energy sources and machines that run on them. Furthermore, if the capacity of new ships delivered exceeds the capacity of tankers being scrapped and lost, tanker capacity will increase. If the supply of tanker capacity increases and if the demand for tanker capacity does not increase correspondingly, charter rates and vessel values could materially decline. These changes could have an adverse effect on our business, results of operations and financial position.

If the capacity of new ships delivered exceeds the capacity of tankers being scrapped and lost, tanker capacity will increase. If the supply of tanker capacity increases and if the demand for tanker capacity does not increase correspondingly, charter rates could materially decline. A reduction in charter rates and the value of our vessels may have a material adverse effect on our results of operations and our ability to pay dividends.

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Delays or defaults by the shipyards in the construction of newbuildings could increase our expenses and diminish our net income and cash flows.

Vessel construction projects are generally subject to risks of delay that are inherent in any large construction project, which may be caused by numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions, pandemics or any other events of force majeure. Significant delays could adversely affect our financial position, results of operations and cash flows. Additionally, failure to complete a project on time may result in the delay of revenue from that vessel, and we will continue to incur costs and expenses related to delayed vessels, such as supervision expense and interest expense for the issued and outstanding debt. As of December 31, 2023, we have not placed any orders for Suezmax vessels and as such, we are not exposed to any risk related to construction of newbuildings.
Terrorist attacks and international hostilities and instability can affect the tanker industry, which could adversely affect our business.

We conduct most of our operations outside of the United States, and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts.
Currently, the world economy continues to face a number of actual and potential challenges, including the war between Ukraine and Russia and between Israel and Hamas, current trade tension between the United States and China, political instability in the Middle East and the South China Sea region and other geographic countries and areas, terrorist or other attacks, war (or threatened war) or international hostilities, such as those between the United States and China, North Korea or Iran, and epidemics or pandemics, banking crises or failures, and real estate crises, such as the decreasing real estate property values in China.

In the past, political instability has also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region and most recently in the Black Sea in connection with the conflict between Russia and the Ukraine and in connection with the recent attacks by the Houthi movement in the Red Sea following the recent conflicts between Israel and Hamas. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences could have a material adverse impact on our future performance, results of operation, cash flows and financial position.

These factors could also increase the costs to the Company of conducting its business, particularly crew, insurance and security costs, and prevent or restrict the Company from obtaining insurance coverage, all of which have a material adverse effect on our business, financial condition, results of operations and cash flows.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.
We rely on our computer systems and network infrastructure across our operations, including IT systems on our vessels operated by our technical managers. The safety and security of our vessels and efficient operation of our business, including processing, transmitting and storing electronic and financial information, are dependent on computer hardware and software systems, which are increasingly vulnerable to security breaches and other disruptions. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business and results of operations.
Our vessels rely on information systems for a significant part of their operations, including navigation, provision of services, propulsion, machinery management, power control, communications and cargo management. We have in place safety and security measures on our vessels and onshore operations to secure our vessels against cyber-security attacks and any disruption to their information systems. However, these measures and technology may not adequately prevent security breaches despite our continuous efforts to upgrade and address the latest known threats. A disruption to the information system of any of our vessels could lead to, among other things, wrong routing, collision, grounding and propulsion failure.
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Beyond our vessels, we rely on industry accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent security breaches. The technology and other controls and processes designed to secure our confidential and proprietary information, detect and remedy any unauthorized access to that information were designed to obtain reasonable, but not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. Such controls may in the future fail to prevent or detect, unauthorized access to our confidential and proprietary information. In addition, the foregoing events could result in violations of applicable privacy and other laws. If confidential information is inappropriately accessed and used by a third party or an employee for illegal purposes, we may be responsible to the affected individuals for any losses they may have incurred as a result of misappropriation. In such an instance, we may also be subject to regulatory action, investigation or liable to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our information systems.
Our operations, including our vessels, and business administration could be targeted by individuals or groups seeking to sabotage or disrupt such systems and networks, or to steal data, and these systems may be damaged, shutdown or cease to function properly (whether by planned upgrades, force majeure, telecommunications failures, hardware or software break-ins or viruses, other cyber-security incidents or otherwise). For example, the information systems of our vessels may be subject to threats from hostile cyber or physical attacks, phishing attacks, human errors of omission or commission, structural failures of resources we control, including hardware and software, and accidents and other failures beyond our control. The threats to our information systems are constantly evolving and have become increasingly complex and sophisticated. Furthermore, such threats change frequently and are often not recognized or detected until after they have been launched, and therefore, we may be unable to anticipate these threats and may not become aware in a timely manner of such a security breach, which could exacerbate any damage we experience.  We do not maintain cyber-liability insurance at this time to cover such losses. As a result, a cyber-attack or other breach of any such information technology systems could have a material adverse effect on our business, results of operations and financial condition. As of the date of this annual report, we have not experienced any material cybersecurity incident which would be disclosable under SEC guidelines.
We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. A cyber-attack could materially disrupt our operations, which could also adversely affect the safety of our operations or result in the unauthorized release or alteration of information in our systems. Such an attack on us could result in significant expenses to investigate and repair security breaches or system damages and could lead to litigation, fines, other remedial action, heightened regulatory scrutiny and diminished customer confidence. In addition, our remediation efforts may not be successful and we may not have adequate insurance to cover these losses.
The unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Moreover, cyber-attacks against the Ukrainian government and other countries in the region have been reported in connection with the ongoing conflict between Russia and Ukraine. To the extent such attacks have collateral effects on global critical infrastructure or financial institutions or us, such developments could adversely affect our business, operating results and financial condition. It is difficult to assess the likelihood of such threat and any potential impact at this time.
The EU has adopted a comprehensive overhaul of its data protection regime from the current national legislative approach to a single European Economic Area Privacy Regulation, the General Data Protection Regulation (“GDPR”). The GDPR came into force on May 25, 2018, and applies to organizations located within the EU, as well as to organizations located outside of the EU if they offer goods or services to, or monitor the behavior of, EU data subjects. It imposes a strict data protection compliance regime with significant penalties and includes new rights such as the “portability” of personal data. It applies to all companies processing and holding the personal data of data subjects residing in the EU, regardless of the company’s location. Implementation of the GDPR could require changes to certain of our business practices, thereby increasing our costs. Our failure to adhere to or successfully implement processes in response to changing regulatory requirements in this area could result in legal liability or impairment to our reputation in the marketplace, which could have a material adverse effect on our business, financial condition and results of operations.

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Further, the SEC, which, on July 26, 2023, adopted amendments requiring the prompt public disclosure of certain cybersecurity breaches. If we fail to comply with the relevant laws and regulations, we could suffer financial losses, a disruption of our businesses, liability to investors, regulatory intervention or reputational damage. For more information on our cybersecurity risk management and strategy, please see “Item 16K. Cybersecurity”.

If we do not manage relationships with customers or successfully integrate any acquired Suezmax tankers, we may not be able to grow or effectively manage our growth.
Our future growth will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:
identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly,
manage relationships with customers and suppliers,
identify businesses engaged in managing, operating or owning tankers for acquisitions or joint ventures,
integrate any acquired tankers or businesses successfully with our then-existing operations,
hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet,
identify additional new markets,
improve our operating, financial and accounting systems and controls, and
obtain required financing for our existing and new operations.
Our failure to effectively identify, purchase, manage customer relationships and integrate any tankers or businesses could adversely affect our business, financial condition and results of operations. We may incur unanticipated expenses as an operating company. It is possible that the number of employees employed by the company, or current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet.  Finally, acquisitions may require additional equity issuances or debt issuances (with amortization payments), both of which could lower dividends per share. If we are unable to expand or execute the certain aspects of our business or events noted above, our financial condition and dividend rates may be adversely affected.
Because some of our expenses are incurred in foreign currencies, we are exposed to exchange rate fluctuations, which could negatively affect our results of operations.
The charterers of our vessels pay us primarily in U.S. dollars. While we mostly incur our expenses in U.S. dollars, we may incur expenses in other currencies, most notably the Norwegian Kroner. Declines in the value of the U.S. dollar relative to the Norwegian Kroner, or the other currencies in which we may incur expenses in the future, would increase the U.S. dollar cost of paying these expenses and thus would affect our results of operations.
Risks Related to the Operations of Our Vessels and Regulations
The operation of Suezmax tankers involves certain unique operational risks.
The operation of Suezmax tankers has unique operational risks associated with the transportation of oil.  An oil spill may cause significant environmental damage, and a catastrophic spill could exceed the insurance coverage available. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high flammability and high volume of the oil transported in tankers.
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Further, our vessels and their cargoes will be at risk of being damaged or lost because of events such as marine disasters, bad weather and other acts of God, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy, diseases, quarantine and other circumstances or events. 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, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, the payment of ransoms, environmental damage, higher insurance rates, damage to our customer relationships and market disruptions, delay or rerouting.
If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover at all or in full. The loss of revenues while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may be material. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located relative to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may also be material. Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.  If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs or loss which could negatively impact our business, financial condition, results of operations, cash flows and ability to pay dividends.
We operate our Suezmax tankers worldwide and as a result, our vessels are exposed to international risks which may reduce revenue or increase expenses.
The international shipping industry is an inherently risky business involving global operations. The operations of ocean-going vessels in international trade is affected by a number of risks. Our vessels are at a risk of damage or loss because of events such as mechanical failure, collision, human error, war, terrorism, piracy, cargo loss and bad weather. In addition, 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, labor strikes and boycotts. These sorts of events could interfere with shipping routes and result in market disruptions which may reduce our revenue or increase our expenses.
International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination and trans-shipment points.  Inspection procedures can result in the seizure of the cargo and/or our vessels, delays in loading, offloading or delivery, and the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
We expect that our vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
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Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties and an adverse effect on our business.

We may operate in a number of countries throughout the world, including countries suspected to have a risk of corruption. We are committed to doing business in accordance with applicable anti-corruption laws. We are subject to the risk that we, our service providers or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”). Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, earnings or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.
Acts of piracy on ocean-going vessels could adversely affect our businessbusiness.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean and inRed Sea, the Gulf of Aden off the coastCoast of Somalia. Sea piracy incidents continue to occur, particularlySomalia and, in particular, the Gulf of AdenGuinea region off the coast of Somalia and increasinglyNigeria, which experienced increased incidents of piracy in the Gulf of Guinea.recent years.  Acts of piracy and war like conditions could result in harm or danger to the crews that manonboard our vessels. In addition, if piracy attacks occur in regions in which our vessels are deployed that insurer'sinsurers’ characterized as "war risk"“war risk” zones or by the Joint War Committee as "war“war and strikes"strikes” listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. Furthermore, the recent Houthi seizures and attacks on commercial vessels in the Red Sea and the Gulf of Aden have impacted the global economy as some companies, including Nordic American Tankers Limited, have decided to reroute vessels to avoid the Suez Canal and Red Sea. In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, financial condition and results of operations.

Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.
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 lien-holder may enforce its lien by “arresting” or “attaching” a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels 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 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 or any of our vessels for liabilities of other vessels that we own.
Governments could requisition our vessels during a period of war or emergency resulting in a loss of earnings.
A government of a vessel’s registry could requisition for title or seize one or more of our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. A government could also requisition one or more of our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.
If we purchase secondhand vessels, we may not receive warranties from the builder and operating cost may increase as a result of aging of the fleet.
Following a physical inspection of secondhand vessels prior to purchase, we do not have the same knowledge about their condition and cost of any required (or anticipated) repairs that we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels prior to purchase. Any such hidden defects or problems, when detected may be expensive to repair, and if not detected, may result in accidents or other incidents for which we may become liable to third parties. Also, when purchasing previously owned vessels, we do not receive the benefit of any builder warranties if the vessels we buy are older than one year.
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The stateIn general, the costs to maintain a vessel in good operating condition increase with the age of globalthe vessel. Older vessels are typically less fuel efficient than more recently constructed vessels due to improvements in engine technology. Governmental regulations, safety and other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to some of our vessels and may restrict the type of activities in which these vessels may engage. We cannot assure you that, as our vessels age, market conditions will justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives. As a result, regulations and standards could have a material adverse effect on our business, financial marketscondition, results of operations, cash flows and economic conditionsability to pay dividends.
Our insurance may adversely impactnot be adequate to cover our losses that may result from our operations due to the inherent operational risks of the tanker industry.
We carry insurance to protect us against most of the accident related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which includes pollution risks, crew insurance and war risk insurance. However, we may not be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. In addition, we may not be able to obtain financingadequate insurance coverage at reasonable rates in the future during adverse insurance market. Any loss of a vessel or extended vessel off-hire, due to an accident or otherwise, could have a material adverse effect on acceptable terms,our business, results of operations and financial condition and our ability to pay dividends.
An increase in operating costs would decrease earnings and dividends per share.
Under the charters of all of our operating vessels, we are responsible for vessel operating expenses. Our vessel operating expenses include the costs of crew, lube oil, provisions, deck and engine stores, insurance and maintenance and repairs, which depend on a variety of factors, many of which are beyond our control. If our vessels suffer damage, they may hinderneed to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. Increases in any of these expenses would decrease earnings and dividends per share.
We may be unsuccessful in competing in the highly competitive international Suezmax tanker market.
The operation of Suezmax tankers and transportation of crude and petroleum products is extremely competitive. Competition arises primarily from other tanker owners, including major oil companies as well as independent tanker companies. 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. Competitors with greater resources could enter and operate larger tanker fleets through consolidations or prevent us from expandingacquisitions, and may be able to offer more competitive prices and fleets. We will have to compete with other tanker owners, including major oil companies as well as independent tanker companies and our market share may decrease in the future and we may not find profitable employment for our vessels, which could adversely affect our financial condition and our ability to expand our business.

As a result
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Table of concerns about the stability of financial markets generally and the solvency of counterparties specifically, the cost of obtaining money from the credit markets has increased as many lenders have increased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced, and in some cases ceased, to provide funding to borrowers. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, on acceptable terms.  In addition, these difficulties may adversely affect the financial institutions that provide us with our $430.0 million revolving credit facility, or the 2012 Credit Facility, which we refinanced and expanded to $500.0 million in December 2015, and may impair their ability to continue to perform under their financing obligations to us, which could negatively impact our ability to fund current and future obligations.  As of the date of this annual report we have drawn down an aggregate of $330 million under the 2012 Credit Facility.Contents

Changes in the price of fuel, or bunkers, may adversely affect our profits.

Fuel, or bunkers, is a significant, if not the largest, expense in our shipping operations.  Changes in the price of fuel may adversely affect our profitability.  The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns.  Despite low fuel prices in 2015 and the beginning of 2016, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

We are subject to laws and regulations which can adversely affect our business, results of operations, cash flows and financial condition, and our ability to pay dividends.


Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership and operation of our vessels. These requirements include, but are not limited to, the U.S.United States (U.S.) Oil Pollution Act of 1990 or OPA,(OPA), the Comprehensive Environmental Response, Compensation, and Liability Act (generally referred to as CERCLA), the U.S. Clean Water Act (CWA), the U.S. Clean Air Act (CAA), the U.S. Outer Continental Shelf Lands Act, European Union (EU) Regulations, the International Maritime Organization, or IMO, International Convention on Civil Liability for Oil Pollution Damage of 1969 (as from time to time amended and generally referred to as CLC), the IMO International Convention for the Prevention of Pollution from Ships of 1973 (as from time to time amended and generally referred to as MARPOL)MARPOL, including the designation of emission control areas (ECAs) thereunder), the IMO International Convention for the Safety of Life at Sea of 1974 (as from time to time amended and generally referred to as SOLAS), the IMO International Convention on Load Lines of 1966 (as from time to time amended), the International Convention on Civil Liability for Bunker Oil Pollution Damage (generally referred to as the Bunker Convention), the IMO'sIMO’s International Management Code for the Safe Operation of Ships and for Pollution Prevention (generally referred to as the ISM Code), the International Convention for the Control and Management of Ships'Ships’ Ballast Water and Sediments Discharge (generally referred to as the BWM Convention), International Ship and Port Facility Security Code (ISPS), and the U.S. Maritime Transportation Security Act of 2002 (generally referred to as the MTSA). Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or operational changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to air emissions, including greenhouse gases, the management of ballast waters, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of our operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are jointly and severally strictly liable for the discharge of oil within the 200-nautical mile exclusive economic zone around the United StatesU.S. (unless the spill results solely from the act or omission of a third party, an act of God or an act of war). An oil spill could result in significant liability, including fines, penalties, criminal liability and remediation costs for natural resource damages under other international and U.S. federal, state and local laws, as well as third-party damages, including punitive damages, and could harm our reputation with current or potential charterers of our tankers. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, and risk of environmental damages and impacts there can be no assurance that such insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash flows and financial condition, and our ability to pay dividends.

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Furthermore, the explosion of the Deepwater Horizon and the subsequent release of oil into the Gulf of Mexico, or other similar incidents in the future, may result in further regulation of the tanker industry, and modifications to statutory liability schemes, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. For example, on August 15, 2012, the U.S. Bureau of Safety and Environmental Enforcement ("BSEE"Enforcement’s (“BSEE”) implementedrevised Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR.  Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling.  In January 2021, current U.S. President Biden signed an executive order temporarily blocking new leases for oil and gas drilling in federal waters.  However, attorney generals from 13 states filed suit in March 2021 to lift the executive order, and in June 2021, a final drilling safety rule forfederal judge in Louisiana granted a preliminary injunction against the Biden administration, stating that the power to pause offshore oil and gas operations that strengthensleases “lies solely with Congress.” In August 2022, a federal judge in Louisiana sided with Texas Attorney General Ken Paxton, along with the requirements for safety equipment, well control systems, and blowout prevention practices.  A new rule issuedother 12 plaintiff states, by issuing a permanent injunction against the U.S. Bureau of Ocean Energy Management ("BOEM") that increased the limits of liability of damages for offshore facilities under OPA basedBiden Administration’s moratorium on inflation took effect in January 2015.  In April 2015, it was announced that new regulations are expected to be imposed in the United States regarding offshore oil and gas drilling. In December 2015,leasing on federal public lands and offshore waters. After being blocked by the BSEEcourts, in September 2023, the Biden administration announced a new pilot inspection program forscaled back offshore facilities. Complianceoil drilling plan, including just three oil lease sales in the Gulf of Mexico. With these rapid changes, compliance with any new requirements of OPA may substantiallyand future legislation or regulations applicable to the operation of our vessels could impact ourthe cost of our operations or require us to incur additional expenses to comply with any new regulatory initiatives or statutes.  and adversely affect our business.
Additional legislation, regulations, or other requirements applicable to the operation of our vessels that may be implemented in the future could adversely affect our business.

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It should be noted that the U.S. is currently experiencing changes in its environmental policy, the results of which have yet to be fully determined.  For example, in March 2017, former U.S. President Trump signed an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and in August 2019, the Administration announced plans to weaken regulations for methane emissions. On August 13, 2020, the EPA released rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities.  However, U.S. President Biden recently directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules, and on November 2, 2021, the EPA issued a proposed rule under the CAA designed to reduce methane emissions from oil and gas sources. The proposed rule would reduce 41 million tons of methane emissions between 2023 and 2035 and cut methane emissions in the oil and gas sector by approximately 74 percent compared to emissions from this sector in 2005. EPA also issued a supplemental proposed rule in November 2022 to include additional methane reduction measures. On December 2, 2023, the Biden Administration announced the final rule that includes updated and strengthened standards for methane and other air pollutants from new, modified, and reconstructed sources, as well as Emissions Guidelines to assist states in developing plans to limit methane emissions from existing sources.  These new regulations could potentially affect our operations.
These numerous and sometimes conflicting laws and regulations include, among others, data privacy requirements (in particular the European General Data Protection Regulation, enforceable as from May 25, 2018 and the EU-US Privacy Shield Framework, as adopted by the European Commission on July 12, 2016), labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export requirements, U.S. laws such as the FCPA and other U.S. federal laws and regulations established by the office of Foreign Asset Control, local laws such as the UK Bribery Act 2010 or other local laws which prohibit corrupt payments to governmental officials or certain payments or remunerations to customers. Given the high level of complexity of these laws, there is a risk that we, our agent or other intermediaries may inadvertently breach certain provisions thereunder. Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, requirements to obtain export licenses, cessation of business activities in sanctioned countries, implementation of compliance programs, and prohibitions on the conduct of our business. Violations of laws and regulations also could result in prohibitions on our ability to operate in one or more countries and could materially damage our reputation, our ability to attract and retain employees, or our business, results of operations and financial condition. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Though we have implemented monitoring procedures and policies, guidelines, contractual terms and audits, these measures may not prevent or detect failures by our agents or intermediaries regarding compliance.

In addition, many environmental requirements are designed to reduce the risk of pollution, such as from oil spills, and our compliance with these requirements could be costly. To comply with these and other regulations, including: (i) the sulfur emission requirements of Annex VI of the International Convention for the Prevention of Marine Pollution from Ships (“MARPOL”), which instituted a global 0.5% (lowered from 3.5% as of January 1, 2020) sulfur cap on marine fuel consumed by a vessel, unless the vessel is equipped with a scrubber, and (ii) the BWM Convention of the International Maritime Organization (“IMO”), which requires vessels to install expensive ballast water treatment systems, we may be required to incur additional costs to meet new maintenance and inspection requirements, develop contingency plans for potential spills, and obtain insurance coverage. The increased demand for low sulfur fuels may increase the costs of fuel for our vessels, none of which have scrubbers. Additional conventions, laws and regulations may be adopted that could limit our ability to do business or increase the cost of doing business and which may materially and adversely affect our operations.


Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel’s ballast water.  Depending on the date of the IOPP renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 standard on or after September 8, 2019.  For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.  Ships constructed on or after September 8, 2017 are to comply with the D-2 standards on or after September 8, 2017.  We currently have one vessel, with expected installation during 2024, that do not comply with the updated guideline and costs of compliance may be substantial and adversely affect our revenues and profitability.
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Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit (“VGP”) program and U.S. National Invasive Species Act (“NISA”) are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018, requires that the EPA develop national standards of performance for approximately 30 discharges, similar to those found in the VGP within two years. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA. On October 18, 2023, the EPA published a supplemental notice of the proposed rule sharing new ballast water data received from the U.S. Coast Guard (“USCG”) and providing clarification on the proposed rule. The public comment period for the proposed rule ended on December 18, 2023. Once EPA finalizes the rule (possibly by Fall 2024), USCG must develop corresponding implementation, compliance and enforcement regulations regarding ballast water. The new regulations will require the installation of new equipment, which may cause us to incur substantial costs.
Climate change and greenhouse gas restrictions may adversely impact our operations and markets.

Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and tradecap-and-trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. More specifically, on October 27, 2016, the International Maritime Organization’s Marine Environment Protection Committee (“MEPC”) announced its decision concerning the implementation of regulations mandating a reduction in sulfur emissions from 3.5% currently to 0.5% as of the beginning of January 1, 2020. Additionally, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies levels of ambition to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the Energy Efficiency Design Index (EEDI) for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. The European Union on the other hand has indicated that it intends to accelerate its plans to include shipping into the emissions trading scheme.
The European Commission has proposed adding shipping to the EU Emission Trading Scheme (“EU ETS”) as of 2023 with a phase-in period. It is expected that shipowners will need to purchase and surrender a number of emission allowances that represent their recorded carbon emission exposure for a specific reporting period. The person or organisation responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organisation or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. On December 18, 2022, the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026.  Most large vessels will be included in the scope of the EU ETS from the outset.  Compliance with the Maritime EU ETS could result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU’s Fit-for-55, could also affect our financial position in terms of compliance and administration costs when they take effect.
The EU ETS will be applied for maritime shipping as of 2024 with a phase-in period. Shipowners will need to purchase and surrender a number of emission allowances that represent their Monitoring, Reporting and Verification (“MRV”)-recorded carbon emission exposure for a specific reporting period. The geographical scope covers emissions generated at berth and on intra-EU voyages as well as 50% of the energy sources used on voyages inbound and outbound to/from the EU. The person or organization responsible for the compliance with the EU ETS should be the shipping company, defined as the shipowner or any other organization or person, such as the manager or the bareboat charterer, that has assumed the responsibility for the operation of the ship from the shipowner. Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines.
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Since January 1, 2020, ships have to either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at a higher cost; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquefied natural gas or other alternative energy sources, which may not be a viable option due to the lack of supply network and high costs involved in this process. Costs of compliance with these regulatory changes may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position.
In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which required adopting countries to implement national programs to reduce emissions of certain gases, or the Paris Agreement (discussed further below), a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change affects the propulsion options in subsequent vessel designs and could increase our costs related to acquiring new vessels, operating and maintaining our existing vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships. These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping. To achieve a 40% reduction in carbon emissions by 2023 compared to 2008, shipping companies are required to include: (i) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (ii) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (“CII”). The EEXI is required to be calculated for ships of 400 gross tonnage and above. The IMO and MEPC will calculated “required” EEXI levels based on the vessel’s technical design, such as vessel type, date of creation, size and baseline.  Additionally, an “attained” EEXI will be calculated to determine the actual energy efficiency of the vessel. A vessel’s attained EEXI must be less than the vessel’s required EEXI. Non-compliant vessels will have to upgrade their engine to continue to travel.  With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII. The vessel’s attained CII must be lower than its required CII. Vessels that continually receive subpar CII ratings will be required to submit corrective action plans to ensure compliance. MEPC 79 also adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database.  The amendments will enter into force on May 1, 2024. MEPC 79 revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight.  The amendments will enter into force on May 1, 2024.  In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by January 1, 2026.  There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.
Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved Ship Energy Efficiency Management Plan, or SEEMP, on board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session held on June 2021, entered into force on November 1, 2022 and became effective on January 1, 2023.
MPEC 76 adopted amendments to the International Convention on the Control of Harmful Anti-Fouling Systems on Ships, 2001, or the AFS Convention, which have been entered into force on January 1, 2023. From this date, all ships shall not apply or re-apply anti-fouling systems containing cybutryne on or after January 1, 2023; all ships bearing an anti-fouling system that contains cybutryne in the external coating layer of their hulls or external parts or surfaced on January 1, 2023 shall either: remove the anti-fouling system or apply a coating that forms a barrier to this substance leaching from the underlying non-compliance anti-fouling system.
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On November 13, 2021, the Glasgow Climate Pact was announced following discussions at the 2021 United Nations Climate Change Conference (“COP26”). The Glasgow Climate Pact calls for signatory states to voluntarily phase out fossil fuels subsidies. A shift away from these products could potentially affect the demand for our vessels and negatively impact our future business, operating results, cash flows and financial position. COP26 also produced the Clydebank Declaration, in which 22 signatory states (including the United States and United Kingdom) announced their intention to voluntarily support the establishment of zero-emission shipping routes. Governmental and investor pressure to voluntarily participate in these green shipping routes could cause us to incur significant additional expenses to “green” our vessels.
In March 2022, the SEC announced proposed rules with respect to climate-related disclosures, including with respect to greenhouse gas emissions and certain climate-related financial statement metrics, which would apply to foreign private issuers listed on US national securities exchanges, such as us. Compliance with such reporting requirements or any similar requirements may impose substantial obligations and costs on us. The SEC adopted final rules regarding such disclosures on March 6, 2024. If we are unable to accurately measure and disclose required climate-related data in a timely manner, we could be subject to penalties in certain jurisdictions.
Adverse effects upon the oil and gas industry relating to climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for oil and gas in the future or create greater incentives for use of alternative energy sources. In addition to the peak oil risk from a demand perspective, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, scarcity of water resources, may negatively impact our operations. Any long-term material adverse effect on the oil and gas industry could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

If we fail to comply with international safety regulations, we may be subject to increased liability, which may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operationSOLAS Convention was amended to address the safe manning of vessels and emergency training drills.  The Convention of Limitation of Liability for Maritime Claims (the “LLMC”) sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that all of our vessels is affected byare in substantial compliance with SOLAS and LLMC standards.
Under Chapter IX of the requirements set forth inSOLAS Convention, or the IMO's International Safety Management Code for the Safe OperationsOperation of Ships and for Pollution Prevention or the ISM Code, promulgated by the IMO under the International Convention for the Safety of Life at Sea of 1974, or SOLAS.(the “ISM Code”), our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop and maintain an extensive "Safety Management System"safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operationoperating its vessels safely and describing procedures for dealingresponding to emergencies. We rely upon the safety management system that our technical management team have developed for compliance with emergencies.  If we failthe ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code we may be subject such party to increased liability, may invalidate existing insurance or decrease available insurance coverage for ourthe affected vessels and such failure may result in a denial of access to, or detention in, certain ports.

The valueISM 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 the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels may fluctuatefor which the certificates are required by the IMO. The documents of compliance and any decreasesafety management certificates are renewed as required.
Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers and bulk carriers.   The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (GBS Standards).
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Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements. Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Additional amendments, which came into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”).  As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.  Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.
The IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the “Polar Code”). The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the valuewaters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions.  The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, cyber-risk management systems must be incorporated by ship-owners and managers by 2021. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures.  The impact of such regulations is hard to predict at this time.
In June 2022, SOLAS also set out new amendments that took effect January 1, 2024, which include new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime Distress and Safety System (“GMDSS”), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel.  These new requirements may impact the cost of our operations.
Developments in safety and environmental requirements relating to the recycling of vessels couldmay result in a lower priceescalated and unexpected costs.
The 2009 Hong Kong International Convention for the Safe and Environmentally Sound Recycling of our common shares.Ships, or the Hong Kong Convention, aims to ensure ships, being recycled once they reach the end of their operational lives, do not pose any unnecessary risks to the environment, human health and safety. Upon the Hong Kong Convention’s entry into force, each ship sent for recycling will have to carry an inventory of its hazardous materials. The hazardous materials, whose use or installation are prohibited in certain circumstances, are listed in an appendix to the Hong Kong Convention. Ships will be required to have surveys to verify their inventory of hazardous materials initially, throughout their lives and prior to the ship being recycled. In June 2023, the Hong Kong Convention, which is currently open for accession by IMO member states, was ratified by the required number of countries, and thus will enter into force in June 2025.

Tanker values have generally experienced high volatility. The market value
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On November 20, 2013, the European Parliament and the Council of the EU adopted the Ship Recycling Regulation, which retains the requirements of the Hong Kong Convention and requires that certain commercial seagoing vessels flying the flag of an EU Member State may be recycled only in facilities included on general economicthe European list of permitted ship recycling facilities.
These regulatory developments, when implemented, may lead to cost escalation by shipyards, repair yards and market conditions affecting the tanker industry. The volatility in global financial marketsrecycling yards. This may then result in a decrease in tanker values. In addition, as vessels grow older, they generally decline in value. These factors will affect the residual scrap value of our vessels. Declining tanker values could affect our ability to raise cash by limiting our ability to refinance our vessels, thereby adversely impacting our liquidity, or result in a breach of our loan covenants, which could result in defaults under our 2012 Credit Facility. Due to the cyclical nature of the tanker market, if for any reason we sell vessels at a time when tanker prices have fallen, the sale may be at less than the vessel's carrying amount on our financial statements, with the result that we would also incur a lossvessel, and a reduction in earnings. Any such reductionvessel could result in a lower price of our common shares.

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We operate our vessels worldwide and as a result, our vessels are exposedpotentially not cover the cost to international riskscomply with latest requirements, which may reduce revenue or increase expenses.

The international shipping industry is an inherently risky business involving global operations. Our vessels are at a risk of damage or loss because of events such as mechanical failure, collision, human error, war, terrorism, piracy, cargo loss and bad weather. In addition, 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, labor strikes and boycotts. These sorts of events could interfere with shipping routes and result in market disruptions which may reduce our revenue or increase our expenses.

International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination and trans-shipment points.  Inspection procedures can result in the seizure of the cargo and/or our vessels, delays in loading, offloading or delivery, and the levying of customs duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and available cash.

International geopolitical events could affect our results of operations and financial condition.

Continuing conflicts in the Middle East and North Africa and the presence of the United States and other armed forces in Afghanistan, 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. These uncertainties could also adversely affect our ability to obtain financing on terms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. Any of these occurrences, or the perception that our vessels are potential terrorist targets, could have a material adverse impact on our operating results, revenues, costs and ability to pay dividends in amounts anticipated or at all.
The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

We expect that our vessels will call in ports where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business,future performance, results of operations, cash flows and financial condition and ability to pay dividends.position.

From time to time, our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, which could adversely affect our reputation and the market for our common stock.

From time to time, vessels in our fleet call on ports located in countries subject to sanctions and embargoes imposed by the U.S. government and countries identified by the U.S. government as state sponsors of terrorism, such as Sudan. We have not been involved in business to and from Cuba, Syria or Iran during the period January 1 through December 31, 2015. Our vessels may, on charterers' instructions, call on ports in Sudan. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. With effect from July 1, 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act, or CISADA, which expanded the scope of the Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions to companies, such as ours, and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products. In addition, on May 1, 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate, or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. Any persons found to be in violation of Executive Order 13608 will be deemed a foreign sanctions evader and will be banned from all contacts with the United States, including conducting business in U.S. dollars. Also in 2012, President Obama signed into law the Iran Threat Reduction and Syria Human Rights Act of 2012, or the Iran Threat Reduction Act, which created new sanctions and strengthened existing sanctions. Among other things, the Iran Threat Reduction Act intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran's petroleum or petrochemical sector. The Iran Threat Reduction Act also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person's vessels from U.S. ports for up to two years.

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On November 24, 2013, the P5+1 (the United States, United Kingdom, Germany, France, Russia and China) entered into an interim agreement with Iran entitled the "Joint Plan of Action," or the JPOA. Under the JPOA it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the U.S. and EU would voluntarily suspend certain sanctions for a period of six months. On January 20, 2014, the U.S. and E.U. indicated that they would begin implementing the temporary relief measures provided for under the JPOA. These measures include, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals, and automotive industries from January 20, 2014 until July 20, 2014. The U.S. initially extended the JPOA until November 24, 2014, and it has since extended it until June 30, 2015.

On July 14, 2015, the P5+1 and the EU announced that they reached a landmark agreement with Iran titled the Joint Comprehensive Plan of Action Regarding the Islamic Republic of Iran's Nuclear Program (the "JCPOA"), which is intended to significantly restrict Iran's ability to develop and produce nuclear weapons for 10 years while simultaneously easing sanctions directed toward non-U.S. persons for conduct involving Iran, but taking place outside of U.S. jurisdiction and does not involve U.S. persons.  On January 16, 2016 ("Implementation Day"), the United States joined the EU and the UN in lifting a significant number of their nuclear-related sanctions on Iran following an announcement by the International Atomic Energy Agency ("IAEA") that Iran had satisfied its respective obligations under the JCPOA.

U.S. sanctions prohibiting certain conduct that is now permitted under the JCPOA have not actually been repealed or permanently terminated at this time.  Rather, the U.S. government has implemented changes to the sanctions regime by: (1) issuing waivers of certain statutory sanctions provisions; (2) committing to refrain from exercising certain discretionary sanctions authorities; (3) removing certain individuals and entities from OFAC's sanctions lists; and (4) revoking certain Executive Orders and specified sections of Executive Orders.  These sanctions will not be permanently "lifted" until the earlier of "Transition Day," set to occur on October 20, 2023, or upon a report from the IAEA stating that all nuclear material in Iran is being used for peaceful activities.

Although it is our intention to comply with the provisions of the JPOA, there can be no assurance that we will be in compliance in the future as such regulations and U.S. Sanctions may be amended over time, and the U.S. retains the authority to revoke the aforementioned relief if Iran fails to meet its commitments under the JPOA.

Certain of our charterers or other parties that we have entered into contracts with regarding our vessels may be affiliated with persons or entities that are the subject of sanctions imposed by the United States, and European Union and/or other international bodies as a result of the Crimea and Russia conflict in 2014. If we determine that such sanctions require us to terminate existing contracts or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected or we may suffer reputational harm.

Although we believe that we have been in compliance with all sanctions and embargo laws and regulations that apply to us, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. Additionally, some investors may decide not to invest in our company simply because we do business with companies that do business in sanctioned countries. The determination by these investors not to invest in, or to divest from, our common stock may adversely affect the price at which our common stock trades. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our common stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.


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Company Specific Risk Factors

We operate in a cyclical and volatile industry and cannot guarantee that we will continue to make cash distributions.

We have made cash distributions quarterly since October 1997. It is possible that our revenues could be reduced as a result of decreases in charter rates or that we could incur other expenses or contingent liabilities that would reduce or eliminate the cash available for distribution as dividends. Our 2012 Credit Facility prohibits the declaration and payment of dividends if we are in default under the 2012 Credit Facility. For more information, please see Item 5—Operating and Financial Review and Prospectus—B. Liquidity and Capital Resources—Our Borrowing Activities. We may not continue to pay dividends at rates previously paid or at all.

A decision of our Board of Directors and the laws of Bermuda may prevent the declaration and payment of dividends.

Our ability to declare and pay dividends is subject at all times to the discretion of our board of directors, or the Board of Directors, and compliance with Bermuda law, and may be dependent, among other things, upon the adoption at the annual meeting of shareholders of a resolution effectuating a reduction in our share premium in an amount equal to the estimated amount of dividends to be paid in the next succeeding year. For more information, please see Item 8—Financial Information—Dividend Policy. We may not continue to pay dividends at rates previously paid or at all.

If we do not identify suitable tankers for acquisition or successfully integrate any acquired tankers, we may not be able to grow or to effectively manage our growth.

One of our principal strategies is to continue to grow by expanding our operations and addingRisks Related to our fleet. Our future growth will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:Indebtedness

●identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly,

●manage relationships with customers and suppliers,

●identify businesses engaged in managing, operating or owning tankers for acquisitions or joint ventures,

●integrate any acquired tankers or businesses successfully with our then-existing operations,

●hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet,

●identify additional new markets,

●improve our operating, financial and accounting systems and controls, and

●obtain required financing for our existing and new operations.

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Our failure to effectively identify, purchase, develop and integrate any tankers or businesses could adversely affect our business, financial condition and results of operations. We may incur unanticipated expenses as an operating company. It is possible that the number of employees employed by wholly-owned subsidiary Scandic American Shipping Ltd., which we refer to as Scandic, or current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet.  Finally, acquisitions may require additional equity issuances or debt issuances (with amortization payments), both of which could lower dividends per share. If we are unable to expand or execute the certain aspects of our business or events noted above, our financial condition and dividend rates may be adversely affected.

If we purchase and operate secondhand vessels, we will be exposed to increased operating costs which could adversely affect our earnings and, as our fleet ages, the risks associated with older vessels could adversely affect our ability to obtain profitable charters.

Our current business strategy includes additional growth through the acquisition of new and secondhand vessels. We took delivery of four secondhand vessels from July 2009 to September 2011, two secondhand vessels in 2014, and two secondhand vessels in 2015. We may receive the benefit of warranties from the builders for the secondhand vessels that we acquire direct from yard.

In general, the costs to maintain a vessel in good operating condition increases with the age of the vessel.

Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, at the end of a vessel's useful life our revenue will decline, which would adversely affect our business, results of operations, financial condition and ability to pay dividends.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives, which we expect to range from 6 years to 20 years, depending on the type of vessel. Our cash flows and income are dependent on the revenues earned by the chartering of our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, results of operations, financial condition and ability to pay dividends would be adversely affected. Any funds set aside for vessel replacement will not be available for dividends.

An increase in operating costs would decrease earnings and dividends per share.

Under the spot charters of all of our operating vessels, we are responsible for vessel operating expenses. Our vessel operating expenses include the costs of crew, lube oil, provisions, deck and engine stores, insurance and maintenance and repairs, which depend on a variety of factors, many of which are beyond our control. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and can be substantial. Increases in any of these expenses would decrease earnings and dividends per share.

If we are unable to operate our vessels profitably, we may be unsuccessful in competing in the highly competitive international tanker market, which would negatively affect our financial condition and our ability to expand our business.

The operation of tanker vessels and transportation of crude and petroleum products is 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 than we do. 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. We will have to compete with other tanker owners, including major oil companies as well as independent tanker companies.

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Our market share may decrease in the future. We may not be able to compete profitably as we expand our business into new geographic regions or provide new services. New markets may require different skills, knowledge or strategies than we use in our current markets, and the competitors in those new markets may have greater financial strength and capital resources than we do.

Servicing our debt limits funds available for other purposes and if we cannot service our debt, we may lose our vessels.

Borrowing under the 2012 Credit Facilityour credit facilities and financing arrangements requires us to dedicate a part of our cash flow from operations to paying interest and instalments on our indebtedness. These payments limit funds available for working capital, capital expenditures and other purposes, including making distributions to shareholders and further equity or debt financing in the future. Amounts borrowed under the 2012 Credit Facilitycredit facilities bear interest at variable rates. Increases in prevailing rates could increase the amounts that we would have to pay to our lenders, even though the outstanding principal amount remains the same, and our net income and cash flows would decrease. We expect our earnings and cash flow to vary from year to year due to the cyclical nature of the tanker industry. In addition, our current policy is not to accumulate cash, but rather to distribute our available cash to shareholders. If we do not generate or reserve enough cash flow from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

●seeking to raise additional capital,
seeking to raise additional capital;

●refinancing or restructuring our debt,
refinancing or restructuring our debt;

●selling tankers or other assets, or
selling vessels or other assets; or

●reducing or delaying capital investments.
reducing or delaying capital investments.

However, these alternative financing plans, if necessary, may not be sufficient to allow us to meet our debt obligations. If we are unable to meet our debt obligations or if some other default occurs under the 2012 Credit Facility,our credit facilities, the lenders could elect to declare that debt, together with accrued interest and fees, to be immediately due and payable and proceed against the collateral securing that debt, which constitutes our entire fleet.

Our 2012 Credit Facility containsborrowing facilities contain restrictive covenants, which limit our liquidity and corporate activities, which could negatively affect our growth, and cause our financial performance to suffer.

The 2012 Credit Facility imposes operatingsuffer and financial restrictions on us. These restrictions may limit our ability to:to pay dividends.

●pay dividends and make capital expenditures if we do not repay amounts drawn under the 2012 Credit Facility or if we are otherwise in default under the 2012 Credit Facility,

●create or allow to subsist any security interest over any of our vessels,

●change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel,

●sell our vessels,

●merge or consolidate with, or transfer all or substantially all of our assets to another person, or

●enter into a new line of business.

Therefore,Our outstanding debt requires us or our subsidiaries to maintain financial covenants. Because some of these ratios are dependent on the market value of vessels, should charter rates or vessel values materially decline in the future, we may needbe required to seek permission fromtake action to reduce our debt or to act in a manner contrary to our business objectives to meet any such financial ratios and satisfy any such financial covenants. Events beyond our control, including changes in the economic and business conditions in the shipping markets in which we operate, interest rate developments, changes in the funding costs of our banks, changes in vessel earnings and asset valuations and outbreaks of epidemic and pandemic of diseases, may affect our ability to comply with these covenants. We cannot assure you that we will meet these ratios or satisfy our financial or other covenants or that our lenders in orderwill waive any failure to engage in somedo so.
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These financial and other covenants may adversely affect our ability to finance future operations or limit our ability to pursue certain business opportunities or take certain corporate actions. The covenants may also restrict our flexibility in planning for changes in our business and the industry and make us more vulnerable to economic downturns and adverse developments. A breach of any of the covenants in, or our inability to maintain the required financial ratios under the borrowing facilities would prevent us from paying dividends to our shareholders and could result in a default under our borrowing facilities. If a default occurs under our borrowing facilities, the lenders could elect to declare the issued and outstanding debt, together with accrued interest and other fees, to be immediately due and payable and foreclose on the collateral securing that debt, which could constitute all or substantially all of our assets.
As of December 31, 2023, and as of the date of this annual report, we were in compliance with the financial covenants contained and other restrictions in our debt agreements.

Variable rate indebtedness could subject us to interest rate risk, which could cause our debt service obligations to increase significantly.

Our lenders' interests may be different from ourscredit facilities use variable interest rates and weexpose us to interest rate risk. If interest rates rise further, our debt service obligations on the variable rate indebtedness would increase even if the amount borrowed remained the same, and our profitability and cash available for servicing our indebtedness would decrease.

We may not be able to finance our future capital commitments.
We cannot guarantee that we will be able to obtain financing at all or on terms acceptable to us. If adequate funds are not available, we may have to reduce expenditures for investments in new and existing projects, which could hinder our lenders' permission when needed. Thisgrowth and prevent us from realizing potential revenues from prior investments which will have a negative impact on our cash flows and results of operations.
The current state of the global financial markets and current economic conditions may limitadversely impact our results of operation, financial condition, cash flows and ability to obtain financing or refinance our existing and future credit facilities on acceptable terms.
Major market disruptions and adverse changes in market conditions and regulatory climate in China, the United States, the European Union and worldwide may adversely affect our business or impair our ability to pay dividendsborrow amounts under credit facilities or any future financial arrangements. Credit markets and the debt and equity capital markets have at times in the past been distressed and there is uncertainty surrounding the future of the global credit markets, particularly for the shipping industry.

Also, as a result of concerns about the stability of financial markets generally, and the solvency of counterparties specifically, the availability and cost of obtaining money from the public and private equity and debt markets may become more difficult. Many lenders have increased interest rates, enacted tighter lending standards, refused to you, financerefinance existing debt at all or on terms similar to current debt, and reduced, and in some cases ceased, to provide funding to borrowers and other market participants, including equity and debt investors, and some have been unwilling to invest on attractive terms or even at all. Due to these factors, we cannot be certain that financing will be available if needed and to the extent required, or that we will be able to refinance our existing and future operationscredit facilities, on acceptable terms or capital requirements, makeat all. If financing or refinancing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our obligations as they come due or we may be unable to enhance our existing business, complete additional vessel acquisitions or pursueotherwise take advantage of business opportunities.opportunities as they arise.

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Continuing concerns over inflation, rising interest rates, energy costs, geopolitical issues, including acts of war and the availability and cost of credit have contributed to increased volatility and diminished expectations for the economy and the markets going forward. These factors, combined with volatile oil prices, declining business and consumer confidence, have precipitated fears of a possible economic recession. Domestic and international equity markets continue to experience heightened volatility and turmoil. The weakness in the global economy has caused, and may continue to cause, a decrease in worldwide demand for certain goods and, thus, shipping.

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Volatility in LIBOR rates couldWe cannot assure you that we will be able to refinance our indebtedness.
In the event that we are unable to service or repay our debt obligations out of our operating activities, we may need to refinance our indebtedness and we cannot assure you that we will be able to do so on terms that are acceptable to us or at all. The actual or perceived tanker market rate environment and prospects and the market value of our fleet, among other things, may materially affect our profitability, earnings and cash flow.ability to obtain new debt financing. If we are unable to refinance our indebtedness, we may choose to issue securities or sell certain of our assets in order to satisfy our debt obligations.

Interest in most loan agreements in our industry, including our 2012 Credit Facility, is based on published London Interbank Offered Rates, or LIBOR. Amounts borrowed under our 2012 Credit Facility bear interest at an annual rate equal to LIBOR plus a margin. Volatility in LIBOR rates will affect the amount of interest payable on amounts that we drawdown from our 2012 Credit Facility, which in turn, would have an adverse effect on our profitability, earnings and cash flow.

We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause us to suffer losses or negatively impact our results of operations and cash flows.

We have entered into various contracts, including charterpartiescharter agreements with our customers, and our 2012 Credit Facilityborrowing facilities, and from time to time we may enter into newbuilding contracts. Such agreements subject us to counterparty risks. The ability of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, work stoppages and various expenses.other labor disturbances. For example, the combination of a reduction of cash flow resulting from declines in world trade, a reduction in borrowing bases under reserve-based credit facilities and the lack of availability of debt or equity financing may result in a significant reduction in the ability of our charterers to make charter payments to us. In addition, in depressed market conditions, our charterers and customers may no longer need a vessel that is currently under charter or contract or may be able to obtain a comparable vessel at lower rates. As a result, charterers and customers may seek to renegotiate the terms of their existing charter parties or avoid their obligations under those contracts. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Delays or defaults by the shipyards in the construction of our newbuildings As a result, we could increase our expenses and diminish our net income and cash flows

We have contracted with Sungdong Shipbuilding & Marine Engineering Co., Ltd., or Sungdong, for the construction of two Suezmax newbuildings that are currently under construction, with expected delivery dates in the third quarter 2016 and the first quarter 2017. Failure to construct or deliver the ship by the shipyard or anysustain significant delays could increase our expenses and diminish our net income and cash flows.

Our insurance may not be adequate to cover our losses that may result from our operations due to the inherent operational risks of the tanker industry.

We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machinery insurance, protection and indemnity insurance, which includes pollution risks, crew insurance and war risk insurance. However, we may not be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse to pay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of our vessels with applicable maritime regulatory organizations. Any significant uninsured or under-insured loss or liability could have a material adverse effect on our business, financial condition, results of operations and cash flows, and financial condition andas well as our ability to pay dividends. In addition, we may not be able to obtain adequate insurance coverage at reasonable ratesdividends, if any, in the future, during adverse insurance market. Anyand comply with covenants in our borrowing facilities.
Risks Relating to Investing in Our Common Shares
Our share price may continue to be highly volatile, which could lead to a loss of all or part of a vessel or extended vessel off-hire, shareholder’s investment.
The market price of our common shares has fluctuated widely since our common shares began trading in on the NYSE. Over the last few years, the stock market has experienced price and volume fluctuations, due to factors such as actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry, any reductions in the payment of our dividends or changes in our dividend policy, mergers and strategic alliances in the shipping and offshore industries, market conditions in the shipping and offshore industries, changes in government regulation, shortfalls in our operating results from levels forecast by securities analysts, perceived or actual inability by our chartering counterparts to fully perform under the charter parties, including third party announcements concerning us or our competitors and the general state of the securities market. The shipping industries have been highly unpredictable and volatile. The market for common shares in these industries may be equally volatile. This volatility has sometimes been unrelated to the operating performance of particular companies. During 2023, the price of our common shares experienced a high of $4.77 in October and a low of $2.89 in January.  As of April 19, 2024, the price of our common shares was $3.80.
The market price of our common shares is affected by a variety of factors, including:
Investor reaction to the execution of our business strategy, including mergers and acquisitions;
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Shareholder activism;
Our continued compliance with the listing standards of NYSE;
Regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry, including those related to climate change;
Variations in our financial results or those of companies that are perceived to be similar to us;
Our ability or inability to raise additional capital and the terms on which we raise it;
Declines in the market prices of stocks generally;
Trading volume of our ordinary shares;
Shorting activity in relation to our share;
Sales of our ordinary shares by us or our stockholders;
General economic, industry and market conditions; and
Other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and other international conflicts, public health issues including health epidemics or pandemics, adverse weather and climate conditions could disrupt our operations or result in political or economic instability.
These broad market and industry factors may seriously harm the market price of our ordinary shares, regardless of our operating performance, and may be inconsistent with any improvements in actual or expected operating performance, financial condition or other indicators of value. Since the stock price of our ordinary shares has fluctuated in the past, has been recently volatile and may be volatile in the future, investors in our ordinary shares could incur substantial losses. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current prices.

Additionally, recently, securities of certain companies have experienced significant and extreme volatility in stock price due short sellers of shares of ordinary shares, known as a “short squeeze”. These short squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to trade at a significantly inflated rate that is disconnected from the underlying value of the company. Many investors who have purchased shares in those companies at an accidentinflated rate face the risk of losing a significant portion of their original investment as the price per share has declined steadily as interest in those stocks have abated. While we have no reason to believe our shares would be the target of a short squeeze, there can be no assurance that we will not be in the future, and you may lose a significant portion or otherwise,all of your investment if you purchase our shares at a rate that is significantly disconnected from our underlying value.
We operate in a cyclical and volatile industry and cannot guarantee that we will continue to make cash distributions.
We have made cash distributions quarterly since October 1997. It is possible that our revenues could be reduced as a result of decreases in charter rates or that we could incur other expenses or contingent liabilities that would reduce or eliminate the cash available for distribution as dividends. Further, our credit facilities limit our ability to distribute dividends. For more information, please see “Item 5. Operating and Financial Review and Prospectus—B. Liquidity and Capital Resources—Our Borrowing Activities.” We may not continue to pay dividends at rates previously paid or at all.  If we do not pay dividends, the market price for our common shares must appreciate for investors to realize a gain on their investment. This appreciation may not occur and our common shares may in fact depreciate in value, in part because of any future decreases in or elimination of our dividend payments.
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Future sales of our common stock could cause the market price of our common stock to decline.
The market price of our common stock could decline due to sales of our shares in the market or the perception that such sales could occur. This could depress the market price of our common stock and make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate, or at all.
Ineffective internal controls could impact the Company’s business and financial results.
The Company’s internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If the Company fails to maintain the adequacy of its internal controls, including any failure to implement required new or improved controls, or if the Company experiences difficulties in their implementation, the Company’s business and financial results could be harmed and the Company could fail to meet its financial reporting obligations.
Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our Environmental, Social and Governance (“ESG”) policies may impose additional costs on us or expose us to additional risks.
Companies across all industries are facing increasing scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices, especially as they relate to the environment health and safety, diversity, labor conditions and human rights in recent years, and have placed increasing importance on the implications and social cost of their investments.
In February 2021, the Acting Chair of the SEC issued a statement directing the Division of Corporation Finance to enhance its focus on climate-related disclosure in public company filings and in March 2021 the SEC announced the creation of a Climate and ESG Task Force in the Division of Enforcement (the “Task Force”). The Task Force’s goal is to develop initiatives to proactively identify ESG-related misconduct consistent with increased investor reliance on climate and ESG-related disclosure and investment. To implement the Task Force’s purpose, the SEC has taken several enforcement actions, with the first enforcement action taking place in May 2022, and promulgated new rules. On March 21, 2022, the SEC proposed that all public companies are to include extensive climate-related information in their SEC filings. On May 25, 2022, SEC proposed a second set of rules aiming to curb the practice of “greenwashing” (i.e., making unfounded claims about one’s ESG efforts) and would add proposed amendments to rules and reporting forms that apply to registered investment companies and advisers, advisers exempt from registration, and business development companies. On March 6, 2024, the SEC adopted final rules to require registrants to disclose certain climate-related information in SEC filings of all public companies. The final rules require companies to disclose, among other things: material climate-related risks; activities to mitigate or adapt to such risks; information about the registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant’s business, results of operations, or financial condition. Further, to facilitate investors’ assessment of certain climate-related risks, the final rules require disclosure of Scope 1 and/or Scope 2 greenhouse gas (GHG) emissions on a phased-in basis when those emissions are material; the filing of an attestation report covering the required disclosure of such registrants’ Scope 1 and/or Scope 2 emissions, also on a phased-in basis; and disclosure of the financial statement effects of severe weather events and other natural conditions including, for example, costs and losses. The final rules include a phased-in compliance period for all registrants, with the compliance date dependent on the registrant’s filer status and the content of the disclosure. However, on March 15, 2024, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay on the SEC’s recent climate disclosure rule.
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The increased focus and activism related to ESG and similar matters may hinder access to capital, as investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Failure to adapt to or comply with evolving investor, lender or other industry shareholder expectations and standards, or the perception of not responding appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may damage such a company’s reputation or stock price, resulting in direct or indirect material adverse effects on the company’s business and financial condition.
The increase in shareholder proposals submitted on environmental matters and, in particular, climate-related proposals in recent years indicates that we may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us, especially given the highly focused and specific trade of crude oil transportation in which we are engaged. If we do not meet these standards, our business and/or our ability to access capital could be harmed.
We may face increasing pressures from investors, lenders, customers and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. As a result, we may be required to implement more stringent ESG procedures or standards so that our existing and future investors and lenders remain invested in us and make further investments in us. If we do not meet these standards, our business and/or our ability to access capital could be harmed.
Additionally, certain investors and lenders may exclude shipping companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors.  These limitations in both the debt and equity capital markets may affect our ability to grow as our plans for growth may include accessing the equity and debt capital markets.  If those markets are unavailable, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to implement our business strategy, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness. Further, it is likely that we will incur additional costs and require additional resources to implement, monitor, report and comply with wide ranging ESG requirements.  The occurrence of any of the foregoing could have a material adverse effect on our business results of operations and financial conditioncondition.
Moreover, from time to time, in alignment with our sustainability priorities, we aim at establishing and publicly announce goals and commitments in respect of certain ESG items, such as shipping decarbonization. While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established standardized approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our environmental goals and commitments, the resulting negative publicity could adversely affect our reputation and/or our access to capital.
In the future there may be additional sustainability reporting requirements that the Company becomes subject to that may require us to incur additional expenditures in the future. When effective, we will focus on monitoring, managing and securing compliance with any new directives.
Finally, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Such ratings are used by some investors to inform their investment and voting decisions. Unfavourable ESG ratings and recent activism directed at shifting funding away from companies with fossil fuel-related assets could lead to increased negative investor sentiment toward us and our industry and to the diversion of investment to other, non-fossil fuel markets, which could have a negative impact on our access to and costs of capital.
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A decision of our Board of Directors and the laws of Bermuda may prevent the declaration and payment of dividends.
Our ability to declare and pay dividends is subject at all times to the discretion of our board of directors, or the Board, and compliance with Bermuda law, and may be dependent, among other things, upon our having sufficient available distributable reserves. For more information, please see “Item 8. Financial Information—Dividend Policy.” We may not continue to pay dividends at rates previously paid or at all.
We have antitakeover protections which could prevent a change of control.
We have antitakeover protections which could prevent a third party to acquire us without the consent of our board of directors. On June 16, 2017, our Board adopted a shareholders’ rights agreement. This shareholders’ rights plan was designed to enable us to protect shareholder interests in the event that an unsolicited attempt is made for a business combination with, or a takeover of, the Company. Our shareholders’ rights plan is not intended to deter offers that our Board determines are in the best interests of our shareholders.
If our vessels call on ports located in countries or territories that are subject to sanctions or embargoes imposed by the U.S. government, the European Union, the United Nations or other governmental authorities, it could result in monetary fines or other penalties, and may adversely affect our reputation and the market and trading price of our common stock.
We have not engaged in shipping activities in countries or territories or with government-controlled entities in 2023 in violation of any applicable sanctions or embargoes imposed by the U.S. government, the EU, the United Nations or other applicable governmental authorities. Our contracts with our charterers may prohibit them from causing our vessels to call on ports located in sanctioned countries or territories or carrying cargo for entities that are the subject of sanctions. Although our charterers may, in certain cases, control the operation of our vessels, we have monitoring processes in place reasonably designed to ensure our compliance with applicable economic sanctions and embargo laws. Nevertheless, it remains possible that our charterers may cause our vessels to trade in violation of sanctions provisions without our consent. If such activities result in a violation of applicable sanctions or embargo laws, we could be subject to monetary fines, penalties, or other sanctions, and our reputation and the price at which our common stock trades might be adversely affected.
  The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or expanded over time as is the case with the war in Ukraine.  Current or future counterparties of ours, including charterers, may be affiliated with persons or entities that are or may be in the future the subject of sanctions or embargoes imposed by the U.S., the EU, and/or other international bodies. If we determine that such sanctions require us to terminate existing or future contracts to which we, or our subsidiaries, are party, or if we are found to be in violation of such applicable sanctions or embargoes, we could be subject to monetary fines, penalties, or other sanctions, as well as suffer reputational harm, and our operations and/or the price at which our common stock trades might be adversely affected.
As a result of Russia’s actions in Ukraine, the U.S., EU and United Kingdom, together with numerous other countries, have imposed significant sanctions on persons and entities associated with Russia and Belarus, as well as comprehensive sanctions on certain areas within the Donbas region of Ukraine, and such sanctions apply to entities owned or controlled by such designated persons or entities. These sanctions adversely affect our ability to pay dividends.operate in the region and also restrict parties whose cargo we may carry. Sanctions against Russia have also placed significant prohibitions on the maritime transportation of seaborne Russian oil, the importation of certain Russian energy products and other goods, and new investments in the Russian Federation.  These sanctions further limit the scope of permissible operations and cargo we may carry.


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BecauseBeginning in February of 2022, President Biden and several European leaders announced various economic sanctions against Russia in connection with the aforementioned conflicts in the Ukraine region, which may adversely impact our business, given Russia’s role as a major global exporter of crude oil and natural gas. Both the EU as well as the United States have implemented sanction programs, which includes prohibitions on the import of certain Russian energy products into the United States, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, as well as prohibitions on new investments in Russia, among other restrictions.  Furthermore, the EU and the United States have also prohibited a variety of specified services related to the maritime transport of Russian Federation origin crude oil and petroleum products, including trading/commodities brokering, financing, shipping, insurance (including reinsurance and protection and indemnity), flagging, and customs brokering. These prohibitions took effect on December 5, 2022 with respect to the maritime transport of crude oil and took effect on February 5, 2023 with respect to the maritime transport of other petroleum products.  An exception exists to permit such services when the price of the seaborne Russian oil does not exceed the relevant price cap; but implementation of this price exception relies on a recordkeeping and attestation process that allows each party in the supply chain of seaborne Russian oil to demonstrate or confirm that oil has been purchased at or below the price cap.  Violations of the price cap policy or the risk that information, documentation, or attestations provided by parties in the supply chain are later determined to be false may pose additional risks adversely affecting our business.
Although we believe that we have been in compliance with applicable sanctions and embargo laws and regulations in 2023, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or not to invest, in us. Additionally, some investors may decide not to invest in our company simply because we do business with companies that do business in sanctioned countries. The determination by these investors not to invest in, or to divest from, our common stock may adversely affect the price at which our common stock trades. While the terms of our expenses are incurredcharters require our charterers to operate our vessels in foreign currencies, we are exposedcompliance with all applicable sanctions and embargo laws, the failure of our charterers to exchange rate fluctuations,comply with such provisions may result in the violation of such applicable sanctions and embargo laws and regulations which could in turn negatively affect our resultsreputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities that are not controlled by the governments of operations.

The chartererscountries or territories that are the subject of our vessels pay uscertain U.S. sanctions or embargo laws, or engaging in U.S. dollars. While we mostly incur our expenses in U.S. dollars, we may incur expenses in other currencies, most notably the Norwegian Kroner. Declines inoperations associated with those countries or territories pursuant to contracts with third parties that are unrelated to those countries or territories or entities controlled by their governments. Investor perception of the value of our common stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in the countries or territories that we operate in.
Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have.
We are incorporated in the Islands of Bermuda. Our memorandum of association, bye-laws and the Companies Act, 1981 of Bermuda (the “Companies Act”), govern our affairs. The Companies Act does not as clearly establish your rights and the fiduciary responsibilities of our directors as do statutes and judicial precedent in some U.S. jurisdictions. Therefore, you may have more difficulty in protecting your interests as a shareholder in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. There is a statutory remedy under Section 111 of the Companies Act which provides that a shareholder may seek redress in the courts as long as such shareholder can establish that our 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.
We are incorporated in Bermuda and it may not be possible for our investors to enforce U.S. judgments against us.
We are incorporated in the Islands of Bermuda. Substantially all of our assets are located outside the U.S. dollar relativeIn addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the Norwegian Kroner,U.S. upon us, or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the other currenciescountries in which we may incur expensesare incorporated or where our vessels are located (1) would enforce judgments of U.S. courts obtained in actions against us based upon the future,civil liability provisions of applicable U.S. federal and state securities laws or (2) would increase the U.S. dollar costenforce, in original actions, liabilities against us based on those laws.
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We may have to pay tax on United States source income, which would reduce our earnings.

Under the United States Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of a vessel owning or chartering corporation, such as ourselves, attributable to transportation that begins or ends, but that does not both begin and end, in the United States will be characterized as U.S. source shipping income and such income is subject to a 4% United States federal income tax, without the benefit of deductions, unless that corporation is entitled to a special tax exemption under the Code which applies to income derived by certain non-United States corporations from the international operations of ships. We believe that we currently qualify for this statutory tax exemption and we have taken, and will continue to take, this position on the Company'sCompany’s United States federal income tax returns. However, there are several risks that could cause us to become subject to tax on our United States source shipping income. Due to the factual nature of the issues involved, we can give no assurances as to our tax-exempt status for our future taxable years.

If we are not entitled to this statutory tax exemption for any taxable year, we would be subject for any such year to a 4% U.S. federal income tax on our U.S. source shipping income, without the benefit of deductions. The imposition of this tax could have a negative effect on our business and would result in decreased earnings available for distribution to our shareholders.
 
If the United States Internal Revenue Service were to treat us as a "passive“passive foreign investment company,"” that could have adverse tax consequences for United States shareholders.

A foreign corporation is treated as a "passive“passive foreign investment company,"” or PFIC, for United States federal income tax purposes, if either (1) at least 75% of its gross income for any taxable year consists of certain types of "passive income"“passive income” or (2) at least 50% of the average value of the corporation'scorporation’s assets produce or are held for the production of those types of passive income. For purposes of these tests, cash is treated as an asset that produces passive income, and passive income includes dividends, interest, and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. Income derived from the performance of services does not constitute passive income. United States shareholders of a PFIC may be subject to a disadvantageous United States federal income tax regime with respect to the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

We believe that we ceased to be a PFIC beginning with the 2005 taxable year. Based on our current and expected future operations, we believe that we are not currently a PFIC, nor do we anticipate that we will become a PFIC for any future taxable year. As a result, non-corporate United States shareholders should be eligible to treat dividends paid by us in 2006 and thereafter as "qualified“qualified dividend income"income” which is subject to preferential tax rates.

We expect to derive more than 25% of our income each year from our spot chartering or time chartering activities. We also expect that more than 50% of the value of our assets will be devoted to our spot chartering and time chartering. Therefore, since we believe that such income will be treated for relevant United States federal income tax purposes as services income, rather than rental income, we have taken, and will continue to take, the position that such income should not constitute passive income, and that the assets that we own and operate in connection with the production of that income, in particular our vessels, should not constitute assets that produce or are held for the production of passive income for purposes of determining whether we are a PFIC in any taxable year.

There is, however, no direct legal authority under the PFIC rules addressing our method of operation. We believe there is substantial legal authority supporting our position consisting of case law and United States Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income rather than rental income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes.  Accordingly, no assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.

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If the IRS or a court of law were to find that we are or have been a PFIC for any taxable year beginning with the 2005 taxable year, our United States shareholders who owned their shares during such year would face adverse United States federal income tax consequences and certain information reporting obligations. Under the PFIC rules, unless those United States shareholders made or make an election available under the Code (which election could itself have adverse consequences for such United States shareholders), such United States shareholders would be subject to United States federal income tax at the then highest income tax rates on ordinary income plus interest upon excess distributions (i.e., distributions received in a taxable year that are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the United States shareholder'sshareholder’s holding period for our common shares) and upon any gain from the disposition of our common shares, as if the excess distribution or gain had been recognized ratably over the United States shareholder'sshareholder’s holding period of our common shares. In addition, non-corporate United States shareholders would not be eligible to treat dividends paid by us as "qualified“qualified dividend income"income” if we are a PFIC in the taxable year in which such dividends are paid or in the immediately preceding taxable year.

Risks RelatingChanges in tax laws and unanticipated tax liabilities could materially and adversely affect the taxes we pay, results of operations and financial results.
We are subject to Our Common Shares

Our common share priceincome and other taxes in several jurisdictions, and our results of operations and financial results may be highly volatileaffected by tax and futureother initiatives around the world. For instance, there is a high level of uncertainty in today’s tax environment stemming from global initiatives put forth by the Economic Co-operation and Development’s (“OECD”) two-pillar base erosion and profit shifting project. In October 2021, members of the OECD put forth two proposals: (i) Pillar One reallocates profit to the market jurisdictions where sales arise versus physical presence; and (ii) Pillar Two compels multinational corporations with €750 million or more in annual revenue to pay a global minimum tax of 15% on income received in each country in which they operate. The reforms aim to level the playing field between countries by discouraging them from reducing their corporate income taxes to attract foreign business investment. Over 140 countries agreed to enact the two-pillar solution to address the challenges arising from the digitalization of the economy and, in 2024, these guidelines were declared effective and must now be enacted by those OECD member countries. It is possible that these guidelines, including the global minimum corporate tax rate measure of 15%, could increase the burden and costs of our common sharestax compliance, the amount of taxes we incur in those jurisdictions and our global effective tax rate, which could causehave a material adverse impact on our results of operations and financial results.
We may become subject to taxation in Bermuda which would negatively affect our results.
At the market pricepresent time, there is no Bermuda income or profits tax, withholding tax, capital gains tax, capital transfer tax, estate duty or inheritance tax payable by us or by our shareholders in respect of our commonshares. We have obtained an assurance from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act 1966 that, in the event that any legislation is enacted in Bermuda imposing any tax computed on profits or income, or computed on any capital asset, gain or appreciation or any tax in the nature of estate duty or inheritance tax, such tax shall not, until March 31, 2035, be applicable to us or to any of our operations or to our shares, debentures or other obligations except insofar as such tax applies to decline.persons ordinarily resident in Bermuda or is payable by us in respect of real property owned or leased by us in Bermuda. We cannot assure you that a future Minister would honor that assurance, which is not legally binding, or that after such date we would not be subject to any such tax. If we were to become subject to taxation in Bermuda, our results of operations could be adversely affected.

As a Bermuda exempted company incorporated under Bermuda law with subsidiaries in another offshore jurisdiction, our operations may be subject to economic substance requirements.
On December 5, 2017, following an assessment of the tax policies of various countries by the Code of Conduct Group for Business Taxation of the European Union (the “COCG”), the Council of the European Union approved and published Council conclusions containing a list of non-cooperative jurisdictions for tax purposes (the “Conclusions”).  Although at that time not considered “non-cooperative jurisdictions,” certain countries, including Bermuda and the Marshall Islands were listed as having “tax regimes that facilitate offshore structures which attract profits without real economic activity.” In connection with the Conclusions, and to avoid being placed on the list of “non-cooperative jurisdictions,” the government of Bermuda, among others, committed to addressing COCG proposals relating to economic substance for entities doing business in or through their respective jurisdictions and to pass legislation to implement any appropriate changes by the end of 2018.
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The market priceEconomic Substance Act 2018 and the Economic Substance Regulations 2018 of Bermuda (the “Economic Substance Act” and the “Economic Substance Regulations”, respectively) became operative on 31 December 2018.  The Economic Substance Act applies to every registered entity in Bermuda that engages in a relevant activity and requires that every such entity shall maintain a substantial economic presence in Bermuda. A relevant activity for the purposes of the Economic Substance Act is banking business, insurance business, fund management business, financing and leasing business, headquarters business, shipping business, distribution and service centre business, intellectual property business and conducting business as a holding entity, which means acting as a pure equity holding entity.
The Economic Substance Act provides that a registered entity that carries on a relevant activity complies with economic substance requirements if (a) it is directed and managed in Bermuda, (b) its core income-generating activities (as may be prescribed) are undertaken in Bermuda with respect to the relevant activity, (c) it maintains adequate physical presence in Bermuda, (d) it has adequate full time employees in Bermuda with suitable qualifications and (e) it incurs adequate operating expenditure in Bermuda in relation to the relevant activity.
A registered entity that carries on a relevant activity is obliged under the Economic Substance Act to file a declaration in the prescribed form (the “Declaration”) with the Registrar of Companies (the “Registrar”) on an annual basis.
The Economic Substance Regulations provide that minimum economic substance requirements shall apply in relation to an entity if the entity is a pure equity holding entity whose sole function is to acquire and hold shares or an equitable interest in other entities, and the shares or equitable interest are controlling stakes in other entities. The minimum economic substance requirements include a) compliance with applicable corporate governance requirements set forth in the Bermuda Companies Act 1981 including keeping records of account, books and papers and financial statements and b) submission of a Declaration. Additionally, the Economic Substance Regulations provide that a pure equity holding entity complies with economic substance requirements where it also has adequate people for holding and managing equity participations, and adequate premises in Bermuda.
Certain of our common shares has historically fluctuated over a wide rangesubsidiaries may from time to time be organized in other jurisdictions identified by the COCG based on global standards set by the Organization for Economic Co-operation and Development with the objective of preventing low-tax jurisdictions from attracting profits from certain activities. These jurisdictions, including the Marshall Islands, have also enacted economic substance laws and regulations which we may be obligated to comply with. If we fail to comply with our obligations under the Economic Substance Act or any similar law applicable to us in any other jurisdiction, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials in related jurisdictions and may continue to fluctuate significantlybe struck from the register of companies in response to many factors,Bermuda or such as actual or anticipated fluctuations in our operating results, changes in financial estimates by securities analysts, economic and regulatory trends, general market conditions, rumors and other factors, manyjurisdiction. Any of which are beyond our control. Since 2008, the stock market has experienced extreme price and volume fluctuations. If the volatility in the market continues or worsens, itthese actions could have ana material adverse effect on the market priceour business, financial condition and results of our common shares and impact a potential sale price if holders of our common shares decide to sell their shares.

Because we are a foreign corporation, you may not have the same rights that a shareholder in a U.S. corporation may have.

We are incorporated in the Islands of Bermuda. Our memorandum of association, bye-laws and the Companies Act, 1981 of Bermuda (the "Companies Act"), govern our affairs. The Companies Act does not as clearly establish your rights and the fiduciary responsibilities of our directors as do statutes and judicial precedent in some U.S. jurisdictions. Therefore, you may have more difficulty in protecting your interests as a shareholder in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction. There is a statutory remedy under Section 111 of the Companies Act which provides that a shareholder may seek redress in the courts as long as such shareholder can establish that our 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.

We are incorporated in Bermuda and it may not be possible for our investors to enforce U.S. judgments against us.

We are incorporated in the Islands of Bermuda. Substantially all of our assets are located outside the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we are incorporated or where our are located (1) would enforce judgments of U.S. courts obtained in actions against us based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us based on those laws.operations.
 
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ITEM 4.INFORMATION ON THE COMPANY
A.History and Development of the Company

A. History and Development of the Company

Nordic American Tankers Limited was foundedformed on June 12, 1995, under the name Nordic American Tanker Shipping Limited and organized under the laws of the Islands of Bermuda and weBermuda. We maintain our principal offices at LOMSwan Building, 27 Reid26 Victoria Street, Hamilton HM 11,12, Bermuda. Our telephone number at such address is (441) 292-7202.  292-7202 and we maintain an internet site at www.nat.bm. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s internet site is www.sec.gov. None of the information contained on these websites is incorporated into or forms a part of this annual report. Our common shares trade under the symbol “NAT” on the New York Stock Exchange, or the NYSE. NAT’s shares were admitted for listing on the NYSE in November 2004 and were traded on the American Stock Exchange (AMEX) before that. NYSE Euronext acquired the AMEX in 2008 and is now known as the NYSE American. NAT also had a dual listing on the Oslo Stock Exchange until early 2005 when the listing in Oslo was terminated.
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We are an international tanker company originally formed for the purpose of acquiringfocusing solely on owning, operating and chartering three double-hullof Suezmax tankers that weretankers. In 2021, we sold one vessel built in 1997.2000. In the autumn2022, we sold five vessels built in 2002 and 2003, and we took delivery of 2004, we owned three vessels. We currently own 26 vessels, including two newbuildings, currently under construction, of approximately 156,000 dwt each. We expect thatNordic Harrier and Nordic Hunter, built at Samsung shipyard in South Korea. In 2023, we have acquired the 2016-built Nordic Hawk and our fleet expansion process will continue over time and the additioncurrently consists of more20 vessels.
The vessels in our fleet are homogenous and interchangeable, which is a business strategy we refer to as the "Nordic“Nordic American System"System”. We believe NAT is unlike other companies.

In January 2013, we acquired Scandic and Orion Tankers Ltd, or Orion, as wholly owned subsidiaries. Accordingly, these financial statements are presented on a consolidated basis for us and our subsidiaries, which we refer to as the Company or the Group.

The Nordic American System:

It is essential for us to have an operating model that is sustainable in both a weak and a strong tanker market, which we believe differentiates us from other publicly traded tanker companies. The Nordic American System is transparent and predictable. Aspredictable with the key elements of ships, people and capital. Further, we are a general policy,dividend company with the Company hasobjective of having a conservative risk profile. Our dividend paymentsstrong balance sheet and low G&A costs. Under the “Nordic American System”, we are important for our shareholders,focusing on close customer relationships and atserving the same time we recognize the need to expand“Big Oil” companies with a top-quality fleet.
graphic
All tankers in our fleet under conditions advantageous to us.

Our 26 tankers are all SuezmaxesSuezmax vessels, which can carryhave a carrying capacity of one million barrels of oil,oil. The vessels are highly versatile and able toversatile. They can be utilized on most long-haul trade routes. A homogenous fleet streamlines maintenance, operating and administration costs, which helps keep our cash-breakeven point low.

Growth is a central element of the Nordic American System.  It is essential that we grow accretively, which means that over time our transportation capacity increases more percentagewise than our share count.

Our valuation in the stock market should not be based upon net asset value (NAV), a measure that only is linked to the steel value of our ships. We have our own ongoing system value with a homogenous fleet.

We pay our dividend from cash on hand. We have aan operating cash break-even level of about $12,000$9,000 per day per vessel, which we consider low in the industry. The cash break-even rate is the amount of average daily revenue our vessels would need to earn in the spot tanker market in order to cover our vessel operating expenses cash(excluding general and administrative expenses, interest expenseexpenses and all other cash charges.charges).
 
Effective January 2, 2013,Cash dividends are our priority and we acquired Frontline's shareshave paid quarterly dividends for 106 consecutive quarters. In 2023, we have declared quarterly dividends in Oriontotal of $0.49 per share and we have declared a dividend in the first quarter of 2024 of $0.12 per share that was paid on April 10, 2024.
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In conjunction with the delivery of three vessels from Samsung shipyard in 2018, or the 2018-built Vessels, we entered into final agreements for $271,000, which was its nominal book valuethe financing. Under the terms of the financing agreement, the lender provided financing of 77.5% of the purchase price for each of the three 2018-built Vessels. After delivery of each of the vessels, we entered into ten-year bareboat charter agreements. We are obligated to purchase the vessels upon the completion of the ten-year bareboat charter agreements, and we have the option to purchase the vessels after sixty and eighty-four months. The options to purchase the vessels after sixty months expired unexercised in 2023.

On February 12, 2019, we entered into a new five-year senior secured credit facility for $306.1 million, or the 2019 Senior Secured Credit Facility. Borrowings under the facility are secured by first priority mortgages over fourteen of the Company’s vessels built in the period from 2002 to 2017 and assignments of earnings and insurance. The loan has an annual amortization equal to a twenty-year maturity profile, carries a floating interest rate plus a margin and matured originally in February 2024. During 2023, an amendment to the borrowing agreement has been signed extending the maturity date of the loan to February 2025. In 2019, we incorporated NAT Bermuda Holdings Ltd (“NATBH”) as a wholly-owned subsidiary of NAT and transferred the ownership of twenty vessels used as collateral from NAT to NATBH. As of December 31, 2012, after2023, there are 14 vessels remaining in NATBH that are used as collateral for the loan.

On October 16, 2020, we entered into an equity distribution agreement with B. Riley Securities, Inc., acting as a sales agent, under which Orion becamewe may, from time to time, offer and sell our wholly-owned subsidiary.common stock through an At-the-Market Offering, or the “$60 million 2020 ATM”, program having an aggregate offering price of up to $60,000,000. In 2021, we raised $60.0 million and $58.5 million in gross and net proceeds, respectively, by issuing 22,025,979 common shares and this ATM was fully utilized. The 2020 $60 million ATM program was terminated on October 14, 2021.

Effective January 10, 2013,On December 16, 2020, we acquired 100%entered into a new loan agreement for the borrowing of $30.0 million. The loan is considered an accordion loan under the 2019 Senior Secured Credit Facility. The loan has an annual amortization equal to a twenty-year maturity profile, carries a floating interest rate plus a margin and matures in February 2025.

On December 22, 2020, we entered into final agreements for the financing of the shares of Scandictwo Suezmax newbuildings that were delivered to us from a company owned by our ChairmanSamsung Shipyard in South Korea in May and Chief Executive Officer Mr. Herbjørn Hansson and his family. As a resultJune 2022. We secured 80% financing of the purchasenewbuilding price for these two vessels at similar terms as for the 2018-built Vessels with Ocean Yield ASA and the facility was fully utilized upon delivery of the vessels in 2022.

On September 29, 2021, we are no longer obligatedentered into an equity distribution agreement with B. Riley Securities, Inc., acting as a sales agent, under which we may, from time to maintain Scandic's ownershiptime, offer and sell our common stock through an At-the-Market Offering, or the “$60 million 2021 ATM”, program having an aggregate offering price of 2%up to $60,000,000. As of ourDecember 31, 2021, we had raised gross and net proceeds (after deducting sales commissions and other fees and expenses) of $22.3 million and $21.7 million, respectively, by issuing and selling 10,222,105 common shares. From January 1, 2022 and through to February 14, 2022, the Company raised gross and net proceeds of $16.9 million and $16.5 million, respectively, by issuing and selling 10,764,990 common shares. The restricted common shares equal to 2%$60 million 2021 ATM was terminated on February 14, 2022, after having utilized $39.2 million of our outstanding common shares issued pursuant to a prior managementthe program.

On February 14, 2022, we entered into an equity distribution agreement by and amongwith B. Riley Securities, Inc, acting as sales agent, under which the Company may, from time to time, offer and Scandicsell common stock through an At-the-Market Offering, or the “$60 million 2022 ATM”, program having an aggregate offering price of up to $60,000,000. In 2022, we raised gross and the restricted common shares issued to Scandic under the 2011 Equity Incentive Plan were not part of the transaction. 
As part of the transaction, the Board of Directors amended the vesting requirements for the 174,000 shares allocated to Scandic under the 2011 Equity Incentive Plan and the vesting requirements were lifted.
On April 1, 2013, we issued 11,212,500 common shares at $9.60 per share in an underwritten registered follow-on offering. The net proceeds of $33.6 million and $32.7 million, respectively, by issuing and selling 14,337,258 common shares. No shares have been issued under the offering were used to fund acquisitions$60 million 2022 ATM during 2023 and for general corporate purposes.
the remaining available balance is $26.4 million under this ATM. Based on the share price of the Company of $3.80 as of April 19, 2024, it would have resulted in 6,958,723 new shares being issued, if fully utilizing the remaining balance available through the $60 million 2022 ATM.

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On June 5, 2013, Orion renewed its commercial agreement with a subsidiary of the international oil major, ExxonMobil.

On November 21, 2013, we issued 9,343,750 common shares at $8.00 per share in an underwritten registered follow-on offering. The net proceeds of the offering were principally used to acquire shares in Nordic American Offshore Ltd, or NAO, that was established through a private equity placement of $250.0 million, or the Private Placement, on November 27, 2013. The Company acquired 4,333,566 of NAO's common shares in the Private Placement for a purchase price of approximately $65.0 million which resulted in a 26% ownership interest in NAO.

On August 12, 2014 we distributed 669,802 NAO shares as dividend in kind to our shareholders.

On April 11, 2014, we issued 13,800,000 shares at $8.62 per share in an underwritten registered follow-on offering. The net proceeds of the offer were primarily used to acquire two new vessels.

In May 2014, we announced the acquisition of two secondhand Suezmax tankers, the Nordic Sprinter and Nordic Skier at an average purchase price of $36.5 million per vessel. We took delivery of the Nordic Sprinter in July 2014 andDecember 4, 2023, we took delivery of the 2016-built Suezmax vessel, Nordic Skier in August 2014.

In December 2014,Hawk, increasing our fleet from 19 to 20 vessels. At the same time, we announced that we had entered into a final contractsagreement with SungdongOcean Yield ASA for the constructionfinancing of two Suezmax tankers with75% of the carrying capacity of 158,000 deadweight tons each. The two contracted newbuildings will be purchased for approximately $65.0 million per vessel and are expected to be delivered in the third quarter 2016 and the first quarter 2017.

In July 2015, we announced the acquisition of two secondhand Suezmax tankers, the Nordic Light and Nordic Cross at a purchase price of $61.1 million per vessel. We took deliverythe vessel at similar terms as we have for the financing of the Nordic Light in September 2015 and we took delivery of the Nordic Cross in August 2015.

In December 2015, we agreed to refinance and extend the $430.0 million revolving credit facility that we entered into in October 2012 with the banking group consisting of DNB Bank ASA, Nordea Bank Norge ASA and Skandinaviska Enskilda Banken AB (publ), or our 2012 Credit Facility. Under this agreement, our 2012 Credit Facility was increased to $500.0 million2018-built Vessels and the maturity date was extended from 2017 to 2020.  2022-built Vessels for an eight-year bareboat charter agreement.

For more information, please see Item 5. Operating and Financial Review and Prospects— B.“Item 5.B. Liquidity and Capital Resources—Our Borrowing Activities.Resources” with regard to the above described transactions.
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As of the date of this annual report, we have 89,182,001208,796,444 common shares issued and outstanding.
B. Business Overview
B.Business Overview

We are an international tanker company that owns 26 double-hull Suezmax tankers, two of which are newbuildings that average approximately 156,000 dwt each. Our Suezmax tankers are interchangeable assets, as any vessel may be offered to a charterer for any voyage.

Our Fleet

Our fleet currently consistsas of 26December 31, 2023, consisted of 20 Suezmax crude oil tankers, of which 24 werethe vast majority have been built in South Korea. AllIn 2023, we have expanded our fleet from 19 to 20 vessels after acquiring the 2016-built vessel, Nordic Hawk. The majority of our vessels are employed in the spot market. The two vessels built in 2022 have been chartered out on six-year time charter agreements that expire in 2028. Further, as of December 31, 2023, we have two vessels chartered out on longer term time-charter agreements expiring in the latter part of 2024. Occasionally, we also charter out vessels in our fleet on shorter term time charter agreements. The vessels in our fleet are considered homogenous and interchangeable as they have approximately the same freight capacity and ability to transport the same type of cargo.
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As of December 31, 2023, and through to the date of this report, our fleet was as follows:

 
Vessel
 
Built
 
Deadweight Tons
 
Delivered
 
Nordic Harrier1997151,4591997
Nordic Hawk1997151,4751997
Nordic Hunter1997151,4011997
Nordic Voyager1997149,5912004
Nordic Fighter1998153,3282005
Nordic Freedom2005159,3312005
Nordic Discovery1998153,3282005
Nordic Saturn1998157,3312005
Nordic Jupiter1998157,4112006
Nordic Moon2002160,3052006
Nordic Apollo2003159,9982006
Nordic Cosmos2003159,9992006
Nordic Sprite1999147,1882009
Nordic Grace2002149,9212009
Nordic Mistral2002164,2362009
Nordic Passat2002164,2742010
Nordic Vega2010163,9402010
Nordic Breeze2011158,5972011
Nordic Aurora1999147,2622011
Nordic Zenith2011158,6452011
Nordic Sprinter2005159,0892014
Nordic Skier2005159,0892014
Nordic Light2010158,4752015
Nordic Cross2010158,4752015
Newbuilding(1)2016158,0002016(2)
Newbuilding(1)2017158,0002017(2)
 
 
Vessel
 
Built in
Deadweight
Tons
Nordic Pollux
2003150,103
Nordic Apollo
2003159,999
Nordic Luna
2004150,037
Nordic Castor
2004150,249
Nordic Freedom
2005159,331
Nordic Sprinter
2005159,089
Nordic Skier
2005159,089
Nordic Vega
2010163,940
Nordic Light
2010158,475
Nordic Cross
2010158,475
Nordic Breeze
2011158,597
Nordic Zenith
2011158,645
Nordic Hawk
2016157,594
Nordic Star
2016157,738
Nordic Space
2017157,582
Nordic Aquarius
2018157,338
Nordic Cygnus
2018157,526
Nordic Tellus
2018157,407
Nordic Hunter
2022157,037
Nordic Harrier
2022157,094
(1) Vessel under construction.
(2) Expected delivery third quarter 2016 and first quarter 2017.


Employment of Our Fleet

It is our policy to operate the majority of our vessels either in the spot market or on short termshorter-term time charters. Large international oil companies, oil traders and independent oil companies both in the Western and the Eastern parts of the world are important customers.

Spot Market

Spot Charters: Tankers operating in the spot market are typically chartered for a single voyage which may last up to several weeks. Under a voyage charter, revenue is generated from freight billing, as we are responsible for paying voyage expenses and the charterer is responsible for any delay at the loading or discharging ports. When our tankers are operating on spot charters, the vessels are traded fully at the risk and reward of the Company. Revenues are recognized in a manner to reflect the transfer of the services to our customers over the duration of the voyage and freight is generally billed to the customer upon discharge of the cargo. The Company considers it appropriate to present this type of arrangement on a gross basis in the Statements of Operations. For further information concerning our accounting policies, please see Note 2 to our audited financial statements.
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The tanker industry is typicallyhas historically been stronger in the fall and winter months in anticipation of increased oil consumption in the norther hemisphere during the winter months. Seasonal variations in tanker demand normally result in seasonal fluctuations in the spot market charters.

Time Charters:Under a time charter, the charterer is responsible and pays for the voyage expenses, such as port, canal and fuel costs, while the shipowner is responsible and pays for vessel operating expenses, including, among other costs, crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs and costs relating to a vessel’s intermediate and special surveys.Revenue from time charter contracts are recognized daily over the term of the charter. Time charter agreements with profit-sharing are recognized when the contingency related to it is resolved. As of December 31, 2023, we did not have any time charter agreements with profit-sharing.
Technical Management

The Company has outsourcedtechnical management of our vessels is handled by companies under direct instructions from NAT. The ship management firms V.Ships Norway AS, Columbia Shipmanagement Ltd and Hellespont Ship Management GmbH & Co KG, provide the technical management of its vessels to third-party companies operating under the supervision and instruction of the Company.services. The compensation paid under the technical management agreements is in accordance with industry standards.

Share-based Compensation Plan

2011 Equity Incentive Plan: In 2011, the Board of Directors approved an incentive plan under which a maximum of 400,000 common shares were reserved for issuance. Under this plan, a total of 400,000 restricted common shares were allocated among 23 persons employed in the management of the Company and the members of the Board. 326,000 and 74,000 of the shares had a five year and four year trade restriction, respectively, and the shares are forfeited if the grantee discontinues working for the Company before that time.  The holders of the restricted shares are entitled to voting rights as well as receive dividends paid during the vesting period. The Board considers this arrangement to be in the best interests of the Company.

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In 2012, the Company repurchased at par value 8,500 restricted common shares and in 2013, the Company repurchased at par value 14,500 restricted common shares. These 23,000 restricted common shares are held as treasury shares.

On January 10, 2013, the Board of Directors amended the trade restrictions for 174,000 of the shares allocated under the 2011 Equity Incentive Plan and the trade restrictions were lifted.

In 2014, we repurchased at fair value 10,000 restricted common shares, and distributed 33,000 restricted common shares among employees of the Company. In 2015, 193,000 shares under the 2011 Equity Incentive Plan were transferred to employees.

In December 2015, we amended and restated the 2011 Equity Incentive Plan, which we refer to as the Amended and Restated 2011 Equity Incentive Plan, to reserve an additional 137,665 restricted shares for issuance to persons employed in the management of the Company and members of the Board of Directors under the same terms as the original plan.  The holders of the restricted shares are entitled to voting rights as well as to receive dividends paid during the trade restriction period. On January 8, 2016, all 137,665 restricted shares reserved under the Amended and Restated 2011 Equity Incentive Plan were issued to 30 persons.
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"“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 thirda substantial part 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.

An improved balance between supply and demand for tanker vessels is affecting the market positively since late 2014.

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 hasmay have 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.  A tanker'stanker’s carrying capacity is measured in deadweight tons, or dwt, which is the amount of crude oil measured in metric tons that the vessel is capable of loading.  ULCCs andloading but also in barrels of oil.  VLCCs that can carry 2 million barrels of crude oil typically transport crude oil in long-haul trades, such as from the Arabian Gulf to Far East and Rotterdam via the Cape of Good Hope or from West Africa and US Gulf to the Far East via Cape of Good Hope. Suezmax tankers that carry 1 million barrels of crude oil also engage in long-haul crude oil trades as well as in medium-haul crude oil trades, such as from the Mediterranean, Black Sea, West Africa, South America and Arabian Gulf towards thea variety of destinations such as India, Far East, i.e. China, IndiaEurope and other emerging economies in Asia that absorb the shortfall from the traditional routes, from  West Africa to the East Coast of the United States used to represent.US. 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 20152023 Tanker Market (Source:(Source; Fearnleys)

The tanker market continued on an upward trend starting from 2014 last year, with earnings going from around cash break-even levels in 2014 to end as one of the strongest yielding years on record in 2015. Continued low fleet growth combined with strong oil consumption growth were the key drivers. Demand was furthermore strengthened by stock building as the oil market oversupply continued, which also caused significant port delays and ullage issues as supporting factors for the market balance.

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Data from Fearnley show Suezmax earnings jumped 67% in 2015 as compared to 2014 to an average of $45,800/2023, basis fixture date for forward loading averaged $48,500/day, following up on the 79% improvement experienced in 2014 as compared to 2013. VLCC earnings ended by comparison at $62,500/day, meaning the differential between the segments normalized, after Suezmaxes the previous years had earned aboutalmost exactly the same as the VLCCs.preceding year ($48,800/day), according to Fearnleys. Although not as high as the year before, these numbers were still impacted by high rates for Russia related trade. For comparison, the average rate for the benchmark West Africa – UK/Continent route averaged $40,300/day, up from $29,000/day in 2022. Earnings in the highly correlated VLCC and Aframax segments averaged $48,700/day and $45,200/day in 2023, respectively.


OverallThe total crude oil and product tanker fleet above 25,000 dwt grew by a net 1.6% in 2023, with the crude tanker fleet expanding 1.3% and the product tanker fleet growing by 2.2%. This was lower than the 2.9% growth seen in 2022 due to much fewer deliveries which also offset slightly less demolition. Fleet growth was thus well below the ten-year average total tanker fleet growth ended atof 3.1%, in 2015, up from 1.9% in 2014 and 2.4% in 2013, respectively. The 2015.

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Suezmax fleet growth percentageof 1.0% was however inflated by highdown from 4.0% in 2022 and 2.3% in 2021, which is  the lowest it has been since 2015. The preceding ten-year average fleet growth in the smaller product tanker segments, which have limited direct impact on the Suezmax market. The Suezmax segment had a low 1.2% fleet growth while the bigger and highly correlated VLCC segment had a 2.7% fleet growth.

The Suezmax segment took delivery of an average 5.2 newbuildings per month at the peak of newbuilding deliveries in first half of 2012. The following year this declined to 2.5 newbuilding delivered per month while since second half of 2013 the number has been a stable and very low 0.5 newbuilding delivery on average per month. With the exception of the Panamax/LR1 segment, there have been no other tanker segments experiencing lower fleet growth the past few years. A significant part of the explanation for this is the financial distress experienced at China's biggest privately owned yard, Jiangsu Rongsheng Shipbuilding, in 2013. The yard had more than 50% of the worldwide Suezmax orderbook at the time. The low fleet growth in the Suezmax segment has also been caused by extensive delays at the Atlantico Sul shipyard in Brazil.

Measured in net supply, the Suezmax segment took delivery of 9 newbuildings last year, of which 6 were delivered during the first half of 2015. As earnings rallied to very strong levels there were few incentives to sell vessels for demolition, hence no vessels were scrapped, and by the end of 2015 the Suezmax fleet consisted of 451 vessels, excluding shuttle tankers. By comparison, 8was 3.4%. Seven vessels were delivered and 8 were scrapped during 2014. Atone demolished, vs. thirty-three and eight, respectively, in 2022. This took the previous peak for newbuilding deliveries in 2012, net supply counted as many as 40 vessels, as 45 newbuildings were delivered and 5 vessels were scrapped. The VLCC segment meanwhile saw the addition of 21 newbuildings last year while 1 vessel was scrapped, leaving net supplytotal fleet at 20 vessels and a fleet size by the end of 2015 counting 6512023 to 608 vessels. Net supply was by comparison 16 VLCC vesselsDeliveries in 2014 while at its recent peak net supply counted as many as 59 vessels in 2011.

The strengthening tanker market was furthermore driven by strong demand. Overall tanker ton-miles grew 3.4% which may be compared with an average of 2.3% since 2010. Volume growth was 2.9% while the average sailing distance for the tanker fleet grew 0.5%. The ton-mile growth was particularly driven by a 6.3% growth for VLCC ton-miles as volumes traded on these vessels grew by 5.1% and the average distance travelled grew by 1.2%. While the Suezmaxes had outperformed the VLCCs in ton-miles three out of the previous four years, the Suezmax ton-miles underperformed in 2015, growing a moderate 0.7%. Volume growth was a strong 6.7%, however the average sailing distance was down a huge -5.7% as fewer cargo liftings on Suezmaxes from West Africa to Asia in particular caused the latter. Ton-miles on that particular route2023 were down -14.6% as compared to 2014, while a -22.0% decline in Suezmax trading from the Middle East to Europe also capped the overall result.

On the positive side, the West Africa to Europe Suezmax trade, a trade that now accounts for 15.3% of all Suezmax ton-miles versus 6.7% five years ago, grew another 4.3% and continued thereby an uptrend that accelerated from 2011 when European refineries increasingly experienced short fall in crude oil supply from Libya and Iran. Meanwhile, the West Africa to the U.S. Suezmax trade rebounded with a 19.4% ton-mile growth last year, to account 2.6% of overall Suezmax ton-miles. Prior to the U.S shale oil boom, this trade accounted for nearly 15% of the Suezmax ton-miles by comparison. The most important support to the overall result came from a 58% growth in Suezmax trading from Latin- and South-America to Asia however, mostly with fuel oil from the Caribbean. The latter has been a new tonnage intensive trade, due to its long sailing distance, developing over the past five years where Suezmaxes, who contrary to most VLCCs, have taken the advantage of having the heating coils needed to take heavy fuel oils. This trade accounted for 10% of the total Suezmax ton-miles.

Other factors that supported tanker demand through 2015 that resulted from oil market contango and constratined storage capacity, were floating storage, an increase in waiting days due to ullage issues and a trend of more part-discharges as onshore storage capacity has been increasingly constrained. "Semi-storage" can also be used as a term as the charterers have chosen the long routes, like going around Cape Good Hope rather thanevenly distributed through the Suez Canal.
Asset values experienced a mixed development last year as second hand prices strengthened while newbuilding prices weakened. Ample available yard capacity compared with slow contracting interest from mostly depressed shipping and offshore segments caused the downward pressure for newbuilding prices. The latter also capped the upside of second hand prices, which were low compared with market earnings in a historic perspective. Funding issues and several fleets out for sale through 2015 may be other explanations to why asset values underperformed earnings. According to data from Fearnley, 5 year old Suezmax was valued USDm 60 byyear. By the end of 2015, 13.2% higher2023, slightly more than 37% of the fleet were modern, fuel-efficient vessels, reflecting a marginal increase from 2022.

With continued strong earnings there was very little tanker demolition last year. Only a handful of vessels were broken up last year, totalling 0.5m dwt. This was significantly below the 5.2m dwt demolished in 2022, which itself was well below the historical annual average of 7.5m. As of the beginning of 2024 there were 63 vessels at or above the past 10-years’ average demolition age of 22 years, and 84 vessels which were more than 20 years old.

At the beginning of 2024 the Suezmax orderbook stood at 58 vessels, or 9.5% of  the fleet. This was up from 1.7% of the fleet a year earlier. Newbuilding prices wereThe total crude oil and product tanker orderbook for vessels above 25,000 dwt counted 38.5m dwt, or 6.2% of the fleet. This was up from 3.9% a year earlier which was the lowest since 1983. The average orderbook to fleet ratio during the last 20 years is 19%.

2023 started off with continuing OPEC+ production cuts and the last drops of U.S. SPR releases. Neither had longer lasting impact on the tanker market, as other hand down -1.5%supply sources more than offset this. Strong U.S. crude oil productivity gains and commercial inventory draws contributed to USDm64.

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Fearnley forecast that earnings will weaken from last year's extraordinary levelsall-time-high exports. Sticky Russia trade diversion continued to around longer-term averages in 2016. First halfsupport demand for Suez- and Aframaxes. Other than a few spikes, rates followed a more normal seasonal trajectory, until the end of the year is expected to be stronger than second half as fleet growth accelerates only gradually throughoutwhen continued and deeper OPEC+ cuts led rates unseasonably lower.

Oil supply and tanker volumes increased significantly year over year, mostly from Iran, Russia and the U.S. Iranian volumes did not materially affect the ‘normal market’, but Russia’s lent strong support at least in the early part of the year. Meanwhile,Once Urals crossed above the G7 price cap, however, the return of former Russia traders to ‘normal tanker market is expectedmarkets’ left pressure on especially Afra- and Suezmax rates over the summer period of 2023. Historically high USG crude oil exports increasingly benefited tonne-mile demand for bigger vessels through the year as more of these volumes were shipped long-haul to see continued support fromthe East.

Overall, tanker tonne-mile demand increased by more than 5% year over year to reach record levels, despite volumes being within the historical ranges. However, on an oversupplied oil market through first half ofexit to exit basis, Q4 tonne-mile demand was flat compared to the same quarter the year before, explaining the relative end-of-year rate weakness. Suezmax tonne-mile demand increased by slightly more than 3% year over year in 2023.

Vessel values continued the upward trajectory through the year supported by earnings, apart from a brief ‘pause’ when rates dipped over the summer of 2023. More so than last year, focus among buyers turned to modern assets, although demand remained for older vessels too, supported by demand for vessels to ship oil market may balance better in second half of the year. The latter could include recovering oil prices, the loss of the forward market contango and thereby loss of the incremental stock building volumes for the tanker market. There is however great uncertainty linked to the timing of a rebalanced oil market and a prolonged oversupply would mean continued support to tanker demand. A prolonged oil market oversupply could also trigger an increase in floating storage as remaining onshore storage capacity is believed to be limited. Fearnley therefore consider risk to be on the upside of its forecast for 2016.from Russia especially.

The Tanker Market 20162024

TheReported spot rates in the first quarter of 2016, so far, is a solid quarter2024 are more or less at similar levels as in the tanker market.fourth quarter of 2023. The general uptickaverage Suezmax earnings per day in rates seen through 2015 continued. Suezmax rates up tofourth quarter 2023 was $59,712 per day while the week ending March 11, 2016 averaged about $39,000number for the first quarter of 2024 came in at $55,778 per day based on the Clarksons Modern Suezmax Tanker Index. For the equivalent VLCC index the average was about $59,000 per day.

Coming into 2016 vessel values saw modest declines.indicated rates published by Clarkson Research. The following valuesindicated rates are based on weekly observations up to the week ending March 11, 2016. According to the Clarksons data, Five year old Suezmaxes declined in value by 2.8% from an average of $60.0 million in 4Q2015observations and routes. Some of the trade routes going into the average are routes involving Russian oil trade and as such not routes representing an average for all market participants.
From the time a voyage is booked and the rate is reported to $58.3 million in 1Q2016. Five year old VLCCs declined in value by 0.8%the market, until the vessel loads the cargo and commences the voyage, there can be a delay of up to 30 days. As such, from an average of $79.8 million in 4Q2015 to $79.1 million in 1Q2016. Prices declined asaccounting perspective, a resultvoyage booked at the end of a fewer buyersquarter may see the majority of its revenues being recorded in the following quarter’s results. The earnings for secondhandvessel operators are, for this reason, not necessarily expected to fluctuate in an identical manner as the indicative rates reported by Clarkson Research on a quarter by quarter basis.
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Historically, geopolitical uncertainty has increased demand for oil tankers. Entering 2024 there is no lack of geopolitical turmoil. With the Russian invasion in Ukraine in 2022, a cold war-like era is back again. The military conflicts in the Middle East have also brought echoes of past conflicts in the region, with the Yom Kippur War (1973), the Iran crisis (1978-79) and the Iran-Iraq war (1980-88) where the region turned into a war zone with the parties attacking oil transport in the Arabian Gulf. The differences from that time and now are many, but the China and Taiwan situation adds an extra layer of uncertainty in today’s geopolitical landscape. Wars, sanctions, and uncertainty in general very often changes the energy logistics and increases demand for transportation services.
Since the 1990’s, however, many people have been lifted out of poverty and it is estimated that the world consumer class will increase with another 100 million people also in 2024. The vast majority of these will come from Asian countries. The strong middle class that has taken root in this part of the world will have a positive impact on demand for oil and the overall tanker market.
Finally, the Tanker Market stands to benefit from the fact that the supply of tanker vessels will remain at historic low levels for at least the next two or three years. As of April 17, 2024, the orderbook for conventional Suezmax tankers stood at 81 vessels in total, which represents 14% of the existing Suezmax fleet. In 2024, a total of six Suezmaxes are expected to be added to the world fleet and one of these have been delivered in the first quarter of 2024. Environmental regulations, increased steel and production costs, and higher interest rates make investing in new ships quite challenging and a declinesmaller order book for new tankers has always helped the tanker industry.
The fundamentals in newbuilding prices from the shipyards.tanker market looked promising before the geopolitical landscape started changing in 2022. Despite continued OPEC cuts in oil production tanker markets have remained firm. With most analysts agreeing that the world currently is undersupplied with oil, combined with the factors mentioned above (geopolitical uncertainty, increasing demand for oil and muted supply of new oil tankers) an increase in OPEC production during 2024 could trigger an even tighter market balance for tankers.

Environmental and Other RegulationRegulations in the Shipping Industry

Government lawsregulation and regulationslaws significantly affect the ownership and operation of our vessels.fleet. We are subject to various international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered.registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modificationmodifications and implementation costs.of certain operating procedures.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard (“USCG”), harbor master or equivalent), classification societies, flag state administrations (countries of registry) and charterers, particularly terminal operators. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.
Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

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International Maritime Organization

The IMO isInternational Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by ships.  The IMOvessels (the “IMO”), has adopted several international conventions that regulate the international shipping industry, including but not limitedInternational Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the CLC,International Convention for the BunkerSafety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”). MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, handling and MARPOL.disposal of noxious liquids and the handling of harmful substances in packaged forms.  MARPOL is applicable to drybulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which establishes environmental standards relating toregulates a different sourcessource of pollution:pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997, relates to air emissions.1997; new emissions standards, titled IMO-2020, took effect on January 1, 2020.

In 2013, the MEPCIMO’s Marine Environmental Protection Committee, or the “MEPC,” adopted bya resolution amendments to theamending MARPOL Annex I ConditionalCondition Assessment Scheme, (CAS).or “CAS.” These amendments which became effective on October 1, 2014, pertain to revising references to the inspections of bulk carriers and tankers afterrequire compliance with the 2011 ESPInternational Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or “ESP Code,” which enhances the programs of inspections, becomes mandatory.provides for enhanced inspection programs. We may need to make certain financial expenditures to comply with these amendments.

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Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution.pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent major conversions) on or after January 1, 2000.  It alsoall commercial vessel exhausts and prohibits "deliberate emissions"“deliberate emissions” of "ozoneozone depleting substances" defined to include certain (such as halons and chlorofluorocarbons.  "Deliberate emissions" are not limitedchlorofluorocarbons), emissions of volatile compounds from cargo tanks and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to times when the ship is at sea; they can for example include discharges occurring in the course of the ship's repair and maintenance.be established with more stringent controls on sulfur emissions, as explained below.  Emissions of "volatile“volatile organic compounds"compounds” from certain tankers,vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, (PCBs)or “PCBs”) are also prohibited.  Annex VI also includes a global cap on the sulfur content of fuel oil (see below).We believe that all our vessels are currently compliant in all material respects with these regulations.

The IMO's MaritimeMarine Environment Protection Committee, or MEPC,“MEPC,” adopted amendments to Annex VI on October 10, 2008,regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010.  The amended Annex VI willseeks to further reduce air pollution from vessels by, among other things, (i) implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from ships by reducing the global sulfur fuel cap initially to 3.50%, effective January 1, 2012, then progressively to 0.50%, effective globally) starting from January 1, 2020, subject2020.  This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels or certain exhaust gas cleaning systems.  Ships are now required to a feasibility reviewobtain bunker delivery notes and International Air Pollution Prevention (“IAPP”) Certificates from their flag states that specify sulfur content.  Additionally, at MEPC 73, amendments to be completed no later than 2018; and (ii) establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. The United States ratified the Annex VI amendments in October 2008,to prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the EPA, promulgated equivalentexception of vessels fitted with exhaust gas cleaning equipment (“scrubbers”) which can carry fuel of higher sulfur content.  These regulations subject ocean-going vessels to stringent emissions standards in late 2009.controls, and may cause us to incur substantial costs.

Sulfur content standards are even stricter within certain Emission“Emission Control Areas,” or "ECAs"(“ECAs”). By JulyAs of January 1, 2010,2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 1.0% (from 1.50%), which is further reduced to 0.10% as of January 1, 2015.0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. TheCurrently, the IMO has designated four ECAs, including specified portions of the Baltic Sea and thearea, North Sea have been so designated.  Effective August 1, 2012, certain coastal areas ofarea, North America were designated ECAs, as was theAmerican area and United States Caribbean Sea.area.  Ocean-going vessels in these areas will be subject to stringent emission controls and may cause us to incur additional costs. Other areas in China are subject to local regulations that impose stricter emission controls. In December 2021, the member states of the Convention for the Protection of the Mediterranean Sea Against Pollution (“Barcelona Convention”) agreed to support the designation of a new ECA in the Mediterranean. On December 15, 2022, MEPC 79 adopted the designation of a new ECA in the Mediterranean, with an effective date of May 1, 2025. In July 2023, MEPC 80 announced three new ECA proposals, including the Canadian Arctic waters and the North-East Atlantic Ocean. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPAU.S. Environmental Protection Agency (“EPA”) or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

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Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect.  Under the amendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016.  Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010.  As a result of these designations or similar future designations, we may be required to incur additional operating or other costs.
As determined at the MEPC 70, the new Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection having commenced on January 1, 2019.  The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.
As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships. Currently operatingAll ships are now required to develop and implement Ship Energy Efficiency Management Plans (SEEMPs)(“SEEMP”), and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy EfficientEfficiency Design Index (EEDI)(“EEDI”).  These requirements could cause usUnder these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.  Additionally, MEPC 75 adopted amendments to incur additional compliance costs.

AmendedMARPOL Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for new tier III marine engines, depending on theirwhich brings forward the effective date of installation.the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers.
Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships.  These amendments introduce requirements to assess and measure the energy efficiency of all ships and set the required attainment values, with the goal of reducing the carbon intensity of international shipping.  The U.S. Environmental Protection Agency promulgated equivalent (andrequirements include (1) a technical requirement to reduce carbon intensity based on a new Energy Efficiency Existing Ship Index (“EEXI”), and (2) operational carbon intensity reduction requirements, based on a new operational carbon intensity indicator (“CII”).  The attained EEXI is required to be calculated for ships of 400 gross tonnage and above, in some senses stricter)accordance with different values set for ship types and categories.  With respect to the CII, the draft amendments would require ships of 5,000 gross tonnage to document and verify their actual annual operational CII achieved against a determined required annual operational CII.  Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved SEEMP on board.  For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content. MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024. The draft amendments introduced at MEPC 75 were adopted at the MEPC 76 session on June 2021and entered into force in November 2022, with the requirements for EEXI and CII certification coming into effect from January 1, 2023. MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions standardsfrom ships when operating in late 2009. Asor near the Arctic. MEPC 79 adopted amendments to MARPOL Annex VI, Appendix IX to include the attained and required CII values, the CII rating and attained EEXI for existing ships in the required information to be submitted to the IMO Ship Fuel Oil Consumption Database. MEPC 79 revised the EEDI calculation guidelines to include a resultCO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The amendments will enter into force on May 1, 2024. In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by January 1, 2026. There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed.
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We may incur costs to comply with these designationsrevised standards. Additional or similar future designations, wenew conventions, laws and regulations may be required to incur additional operating or other costs.adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Safety Management System Requirements

The IMO also adopted SOLAS Convention was amended to address the safe manning of vessels and the International Convention on Load Lines, or LL, which impose a variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS and LL standards. May 2012 SOLAS amendments entered into force as of January 1, 2014.  Additionally, May 2013 SOLAS amendments, pertaining to emergency drills, entered into force in January 2015.training drills.  The Convention onof Limitation of Liability for Maritime Claims (LLMC) was recently amended and the amendments went into effect on June 8, 2015. The amendments alter the limits(the “LLMC”) sets limitations of liability for a loss of life or personal injury claim andor a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.

Our operations are also subject to environmental standards and requirements contained inUnder Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention or ISM Code, promulgated by the IMO under Chapter IX of SOLAS.(the “ISM Code”), our operations are also subject to environmental standards and requirements. The ISM Code requires the owner of a vessel, or any person who has taken responsibility for operationparty with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that has beenour technical management teams have developed for our vessels for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators also obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel'svessel’s management with codethe ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for itsour offices and safety management certificates for all of our vessels for which the certificates are required by the ISM Code. TheseIMO. The documents of compliance and safety management certificates are renewed as required.

21Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution. Goal-based standards amendments in SOLAS regulation II-1/3-10 entered into force in 2012, with July 1, 2016 set for application to new oil tankers and bulk carriers.   The SOLAS Convention regulation II-1/3-10 on goal-based ship construction standards for bulk carriers and oil tankers, which entered into force on January 1, 2012, requires that all oil tankers and bulk carriers of 150 meters in length and above, for which the building contract is placed on or after July 1, 2016, satisfy applicable structural requirements conforming to the functional requirements of the International Goal-based Ship Construction Standards for Bulk Carriers and Oil Tankers (“GBS Standards”).
Noncompliance withAmendments to the ISM CodeSOLAS Convention Chapter VII apply to vessels transporting dangerous goods and other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in, or invalidation of, available insurance coverage for affectedrequire those vessels and may result in the denial of access to, or detention in, some ports. The U.S. Coast Guard and European Union have indicated that vessels notbe in compliance with the ISMInternational Maritime Dangerous Goods Code (“IMDG Code”). Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods and (3) new mandatory training requirements.  Amendments which took effect on January 1, 2020 also reflect the latest material from the UN Recommendations on the Transport of Dangerous Goods, including (1) new provisions regarding IMO type 9 tank, (2) new abbreviations for segregation groups, and (3) special provisions for carriage of lithium batteries and of vehicles powered by flammable liquid or gas. Additional amendments, which came into force on June 1, 2022, include (1) addition of a definition of dosage rate, (2) additions to the list of high consequence dangerous goods, (3) new provisions for medical/clinical waste, (4) addition of various ISO standards for gas cylinders, (5) a new handling code, and (6) changes to stowage and segregation provisions.
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The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”).  As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.  Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.
The IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the “Polar Code”). The Polar Code, which entered into force on January 1, 2017, covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions.  The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the applicable deadlines willearlier of their first intermediate or renewal survey.
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be prohibited from tradingfurther developed in the near future in an attempt to combat cybersecurity threats. By IMO resolution, administrations are encouraged to ensure that cyber-risk management systems are incorporated by ship-owners and managers by their first annual Document of Compliance audit after January 1, 2021.  In February 2021, the U.S. Coast Guard published guidance on addressing cyber risks in a vessel’s safety management system. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures.  The impact of future regulations is hard to predict at this time.
In June 2022, SOLAS also set out new amendments that took effect January 1, 2024, which include new requirements for: (1) the design for safe mooring operations, (2) the Global Maritime Distress and European Union ports,Safety System (“GMDSS”), (3) watertight integrity, (4) watertight doors on cargo ships, (5) fault-isolation of fire detection systems, (6) life-saving appliances, and (7) safety of ships using LNG as fuel.  These new requirements may impact the case may be.cost of our operations.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatory nationssignatories to such conventions. For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention entered into force on September 8, 2017.  The BWM Convention requires ships to manage their ballast water to remove, render harmless or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments.  The BWM Convention’s implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.
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On December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that the dates are triggered by the entry into force date and not the dates originally in the BWM Convention.  This, in effect, makes all vessels delivered before the entry into force date “existing vessels” and allows for the installation of ballast water management systems on such vessels at the first International Oil Pollution Prevention (“IOPP”) renewal survey following entry into force of the convention. The MEPC adopted updated guidelines for approval of ballast water management systems (G8) at MEPC 70. At MEPC 71, the schedule regarding the BWM Convention’s implementation dates was also discussed and amendments were introduced to extend the date existing vessels are subject to certain ballast water standards.  Those changes were adopted at MEPC 72.  Ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters.  The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. Depending on the date of the IOPP renewal survey, existing vessels must comply with the D-2 standard on or after September 8, 2019. For most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms.  Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3).  As of October 13, 2019, MEPC 72’s amendments to the BWM Convention took effect, making the Code for Approval of Ballast Water Management Systems, which governs assessment of ballast water management systems, mandatory rather than permissive, and formalized an implementation schedule for the D-2 standard.  Under these amendments, all ships must meet the D-2 standard by September 8, 2024.    Costs of compliance with these regulations may be substantial. Additionally, in November 2020, MEPC 75 adopted amendments to the BWM Convention which would require a commissioning test of the ballast water management system for the initial survey or when performing an additional survey for retrofits.  This analysis will not apply to ships that already have an installed BWM system certified under the BWM Convention.   These amendments have entered into force on June 1, 2022. In December 2022, MEPC 79 agreed that it should be permitted to use ballast tanks for temporary storage of treated sewage and grey water.  MEPC 79 also established that ships are expected to return to D-2 compliance after experiencing challenging uptake water and bypassing a BWM system should only be used as a last resort. In July 2023, MEPC 80 approved a plan for a comprehensive review of the BWM Convention. over the next three years and the corresponding development of a package of amendments to the Convention. MEPC 80 also adopted further amendments relating to Appendix II of the BWM Convention concerning the form of the Ballast Water Record Book, which are expected to enter into force in February 2025. A protocol for ballast water compliance monitoring devices and unified interpretation of the form of the BWM Convention certificate were also adopted.
Once mid-ocean exchange ballast water treatment requirements become mandatory under the BWM Convention, the cost of compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries have ratifiedalready regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and follow the liability planharmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements.
The IMO adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969, CLC, as amended by different ProtocolProtocols in 1976, 1984 and 1992, and amended in 2000.2000 (“the CLC”).  Under the CLC and depending on whether the country in which the damage results is a party to the 1992 Protocol to the CLC, a vessel'svessel’s registered owner ismay be strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain exceptions.  The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, ofthe Special Drawing Rights.  The limits on liability have since been amended so that the compensation limits on liability were raised.  The right to limit liability is forfeited under the CLC where the spill is caused by the ship owner'sshipowner’s actual fault and under the 1992 Protocol where the spill is caused by the ship owner'sshipowner’s intentional or reckless act or omission where the ship ownershipowner knew pollution damage would probably result.  The CLC requires ships over 2,000 tons covered by it to maintain insurance covering the liability of the owner in a sum equivalent to an owner'sowner’s liability for a single incident.  We believe that ourhave protection and indemnity insurance will coverfor environmental incidents. P&I Clubs in the liability underInternational Group issue the plan adopted byrequired Bunkers Convention “Blue Cards” to enable signatory states to issue certificates.  All of our vessels are in possession of a CLC State issued certificate attesting that the IMO.required insurance coverage is in force.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage or the Bunker Convention,(the “Bunker Convention”) to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended)LLMC).  With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship'sship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions, such as the United States where the CLC or the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.
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Anti‑Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships, or the “Anti‑fouling Convention.” The Anti‑fouling Convention, which entered into force on September 17, 2008, prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate (the “IAFS Certificate”) is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. Vessels of 24 meters in length or more but less than 400 gross tonnage engaged in international voyages will have to carry a Declaration on Anti-fouling Systems signed by the owner or authorized agent.

In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-fouling systems containing cybutryne, which would apply to ships from January 1, 2023, or, for ships already bearing such an anti-fouling system, at the next scheduled renewal of the system after that date, but no later than 60 months following the last application to the ship of such a system.  In addition, the IMO adopted an International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention, in February 2004. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements to be replaced in time with mandatory concentration limits. The BWM Convention will not become effective until 12 months after itIAFS Certificate has been adoptedupdated to address compliance options for anti-fouling systems to address cybutryne. Ships which are affected by 30 states, the combined merchant fleets of which represent not lessthis ban on cybutryne must receive an updated IAFS Certificate no later than 35% of the gross tonnage of the world's merchant shipping.  As of early March 2016, 48 states had adopted the BWM convention, approaching to the 35% threshold.  Notwithstanding the foregoing, the BWM convention has not yet been ratified. Proposals regarding implementation have recently been submitted to the IMO, but we cannot predict the ultimate timing for ratification.  Many of the implementation dates originally written in the BWM Convention have already passed, so that once the BWM Convention enters into force, the period for installation of mandatory ballast water exchange requirements would be extremely short, with several thousand ships a year needing to install ballast water management systems (BWMS).  For this reason, on December 4, 2013, the IMO Assembly passed a resolution revising the application dates of BWM Convention so that they are triggered bytwo years after the entry into force dateof these amendments. Ships which are not affected (i.e. with anti-fouling systems which do not contain cybutryne) must receive an updated IAFS Certificate at the next Anti-fouling application to the vessel. These amendments were formally adopted at MEPC 76 in June 2021 and notentered into force on January 1, 2023.

We have obtained Anti‑fouling System Certificates for all of our vessels that are subject to the adoption dateAnti‑fouling Convention.
Compliance Enforcement
Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the BWM Convention.  Thisdenial of access to, or detention in, effect makes allsome ports. The USCG and European Union authorities have indicated that vessels constructed beforenot in compliance with the entry into force date 'existing' vessels,ISM Code by applicable deadlines will be prohibited from trading in U.S. and allows for the installation of a BWMS on such vessels at the first renewal survey following entry into forceEuropean Union ports, respectively.  As of the convention. Furthermore,date of this report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in October 2014 the MEPC met and adopted additional resolutions concerning the BWM Convention's implementation. If mid-ocean ballast exchange or ballast water treatment requirements become mandatory, the cost of compliance could increase for ocean carriers and the costs of ballast water treatments may be material. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The United States for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Although we do not believe that the costs of compliance with a mandatory mid-ocean ballast exchange would be material, it is difficult to predict the overall impact of such a requirement on our operations.

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future.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 our operations.

U.S.United States Regulations

The U.S. Oil Pollution Act of 1990 or OPA,and the Comprehensive Environmental Response, Compensation and Liability Act
The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills. OPA affects all "owners“owners and operators"operators” whose vessels trade inor operate within the United States,U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’s territorial sea and its 200 nautical200-nautical mile exclusive economic zone.zone around the U.S.  The United StatesU.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act or CERCLA,(“CERCLA”), which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea.  OPA and CERCLA both define "owner or operator"“owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel.  Accordingly, bothBoth OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are "responsible parties"“responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels.vessels, including bunkers (fuel).  OPA defines these other damages broadly to include:

●(i)        injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

●injury to, or economic losses resulting from, the destruction of real and personal property;
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●net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

(ii)       injury to, or economic losses resulting from, the destruction of real and personal property;
●loss of subsistence use of natural resources that are injured, destroyed or lost;

(iii)      loss of subsistence use of natural resources that are injured, destroyed or lost;
●lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

(iv)      net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
●net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

 (v)       lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
(vi)      net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanupclean-up costs.  Effective December 21, 2015,November 12, 2019, the U.S. Coast GuardUSCG adjusted the limits of OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,200$2,300 per gross ton or $18,796,800 for any double-hull tanker that is over 3,000 gross tons$19,943,400 (subject to periodic adjustment for inflation), and our fleet is entirely composed. On December 23, 2022, the USCG issued a final rule to adjust the limitation of vesselsliability under the OPA.  Effective March 23, 2022, the new adjusted limits of this size class.OPA liability for a tank vessel, other than a single-hull tank vessel, over 3,000 gross tons liability to the greater of $2,500 per gross ton or $21,521,300 (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party'sparty’s gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsibilityresponsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA which applies to owners and operators of vessels, contains a similar liability regime whereby owners and operators of vessels are liable for cleanup,clean-up, removal and remedial costs, as well as damagedamages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5$5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations.  The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.  OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG’s financial responsibility regulations by providing applicable certificates of financial responsibility.
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The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher liability caps under OPA, new regulations regarding offshore oil and gas drilling and a pilot inspection program for offshore facilities.  However, several of these initiatives and regulations have been or may be revised.  For example, the U.S. Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR.  Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling operations, and former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling.  In January 2021, current U.S. President Biden signed an executive order temporarily blocking new leases for oil and gas drilling in federal waters.  However, attorney generals from 13 states filed suit in March 2021 to lift the executive order, and in June 2021, a federal judge in Louisiana granted a preliminary injunction against the Biden administration, stating that the power to pause offshore oil and gas leases “lies solely with Congress.” In August 2022, a federal judge in Louisiana sided with Texas Attorney General Ken Paxton, along with the other 12 plaintiff states, by issuing a permanent injunction against the Biden Administration’s moratorium on oil and gas leasing on federal public lands and offshore waters. After being blocked by the courts, in September 2023, the Biden administration announced a scaled back offshore oil drilling plan, including just three oil lease sales in the Gulf of Mexico. With these rapid changes, compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could impact the cost of our operations and adversely affect our business.
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills.  Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance.  These laws may be more stringent than U.S. federal law.  Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. The Company intends to comply with all applicable state regulations in the ports where the Company’s vessels call.
We currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, it could have an adverse effect on our business and results of operation.
Other United States Environmental Initiatives
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (“CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements for certain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas. The CAA also requires states to draft State Implementation Plans, or “SIPs,” designed to attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. Our vessels operating in such regulated port areas with restricted cargoes are equipped with vapor recovery systems that satisfy these existing requirements.
The U.S. Clean Water Act (“CWA”) prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly-issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges.  The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA.  In 2015, the EPA expanded the definition of “waters of the United States” (“WOTUS”), thereby expanding federal authority under the CWA.  Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition of WOTUS.  In 2019 and 2020, the agencies repealed the prior WOTUS Rule and promulgated the Navigable Waters Protection Rule (“NWPR”) which significantly reduced the scope and oversight of EPA and the Department of the Army in traditionally non-navigable waterways. On August 30, 2021, a federal district court in Arizona vacated the NWPR and directed the agencies to replace the rule with the pre-2015 definition. In January 2023, ,  the revised WOTUS rule was codified in place of the vacated NWPR. . On May 25, 2023, the United States Supreme Court ruled in the case Sackett v. EPA that only wetlands and permanent bodies of water with a “continuous surface connection” to “traditional interstate navigable waters” are covered by the CWA, further narrowing the application of the WOTUS rule.  On August 2023, the EPA and the Department of Army issued the final WOTUS rule, effective on September 8, 2023, that largely reinstated the pre-2015 definition and applied the Sackett ruling.
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The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters.  The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S. National Invasive Species Act (“NISA”), such as mid-ocean ballast exchange programs and installation of approved USCG technology for all vessels equipped with ballast water tanks bound for U.S. ports or entering U.S. waters.  VIDA establishes a new framework for the regulation of vessel incidental discharges under Clean Water Act (CWA), requires the EPA to develop performance standards for those discharges within two years of enactment, and requires the U.S. Coast Guard to develop implementation, compliance and enforcement regulations within two years of EPA’s promulgation of standards.  Under VIDA, all provisions of the 2013 VGP and USCG regulations regarding ballast water treatment remain in force and effect until the EPA and U.S. Coast Guard regulations are finalized.  Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S. Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost or may otherwise restrict our vessels from entering U.S. waters.
European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were requiredThe directive applies to enact lawsall types of vessels, irrespective of their flag, but certain exceptions apply to warships or regulations to comply withwhere human safety or that of the directive by the end of 2010.ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims.  Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amending EU Directive 2009/16/EC) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age and flag as well as the number of times the ship has been detained. The European Union also adopted and then extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic, the North Sea and the English Channel (the so called “SOx-Emission Control Area”). As of January 2020, EU member states must also ensure that ships in all EU waters, except the SOx-Emission Control Area, use fuels with a 0.5% maximum sulfur content.

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On September 15, 2020, the European Parliament voted to include greenhouse gas emissions from the maritime sector in the European Union’s carbon market, the EU Emissions Trading System (“EU ETS”) as part of its “Fit-for-55” legislation to reduce net greenhouse gas emissions by at least 55% by 2030.  On July 14, 2021, the European Parliament formally proposed its plan, which would involve gradually including the maritime sector from 2023 and phasing the sector in over a three-year period. This will require shipowners to buy permits to cover these emissions.  The Environment Council adopted a general approach on the proposal in June 2022. On December 18, 2022, the Environmental Council and European Parliament agreed on a gradual introduction of obligations for shipping companies to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026.  Most large vessels will be included in the scope of the EU ETS from the start.  Big offshore vessels of 5,000 gross tonnage and above will be included in the ‘MRV’ on the monitoring, reporting and verification of CO2 emissions from maritime transport regulation from 2025 and in the EU ETS from 2027. General cargo vessels and off-shore vessels between 400-5,000 gross tonnage will be included in the MRV regulation from 2025 and their inclusion in EU ETS will be reviewed in 2026. Furthermore, starting from January 1, 2026, the ETS regulations will expand to include emissions of two additional greenhouse gases: nitrous oxide and methane.  Compliance with the Maritime EU ETS will result in additional compliance and administration costs to properly incorporate the provisions of the Directive into our business routines. Additional EU regulations which are part of the EU’s “Fit-for-55,” could also affect our financial position in terms of compliance and administration costs when they take effect.
International Labour Organization
The International Labour Organization (the “ILO”) is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006 (“MLC 2006”). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships that are 500 gross tonnage or over and are either engaged in international voyages or flying the flag of a Member and operating from a port, or between ports, in another country. We believe that all our vessels are in substantial compliance with and are certified to meet MLC 2006.
Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020.  International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions.  The 2015 United Nations Convention on Climate Change Conference in Paris didresulted in the Paris Agreement, which entered into force on November 4, 2016 and does not result in an agreement that directly limitedlimit greenhouse gas emissions from ships.  The U.S. initially entered into the agreement, but on June 1, 2017, former U.S. President Trump announced that the United States intends to withdraw from the Paris Agreement, and the withdrawal became effective on November 4, 2020. On January 20, 2021, U.S. President Biden signed an executive order to rejoin the Paris Agreement, which the U.S. officially rejoined on February 19, 2021.

AsAt MEPC 70 and MEPC 71, a draft outline of January 1, 2013, allthe structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships must complywas approved. In accordance with mandatory requirements adopted bythis roadmap, in April 2018, nations at the MEPC in July 2011 relating72 adopted an initial strategy to reduce greenhouse gas emissions.  Currently operatingemissions from ships.  The initial strategy identifies “levels of ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships are now requiredthrough implementation of further phases of the EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to develop SEEMPs,2008 emission levels; and minimum(3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely.  The initial strategy notes that technological innovation, alternative fuels and/or energy efficiency levels per capacity milesources for international shipping will applybe integral to new ships.achieve the overall ambition. These requirementsregulations could cause us to incur additional compliance costs. Thesubstantial expenses. At MEPC 77, the Member States agreed to initiate the revision of the Initial IMO is planningStrategy on Reduction of GHG emissions from ships, recognizing the need to implement market-based mechanismsstrengthen the ambition during the revision process. In July 2023, MEPC 80 adopted a revised strategy, which includes an enhanced common ambition to reducereach net-zero greenhouse gas emissions from shipsinternational shipping around or close to 2050, a commitment to ensure an uptake of alternative zero and near-zero greenhouse gas fuels by 2030, as well as i). reducing the total annual greenhouse gas emissions from international shipping by at an upcoming MEPC session. In April 2015,least 20%, striving for 30%, by 2030, compared to 2008; and ii). reducing the total annual greenhouse gas emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008.
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The EU made a regulation was adopted requiring thatunilateral commitment to reduce overall greenhouse gas emissions from its member states from 20% of 1990 levels by 2020. The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020.  Starting in January 2018, large ships (overover 5,000 gross tons)tonnage calling at European Union, EU ports from January 2018are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its “Fit-for-55” legislation package.  As part of this initiative, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market, EU ETS, are also forthcoming.
In the United States, the EPA has issued a finding that greenhouse gases endanger the public health and safety, and has adopted regulations to limit greenhouse gas emissions from certain mobile sources and proposed regulations to limit greenhouse gas emissions from large stationary sources. TheHowever, in March 2017, former U.S. President Trump signed an executive order to review and possibly eliminate the EPA’s plan to cut greenhouse gas emissions, and in August 2019, the Administration announced plans to weaken regulations for methane emissions. On August 13, 2020, the EPA enforces bothreleased rules rolling back standards to control methane and volatile organic compound emissions from new oil and gas facilities.  However, U.S. President Biden recently directed the EPA to publish a proposed rule suspending, revising, or rescinding certain of these rules. On November 2, 2021, the EPA issued a proposed rule under the CAA designed to reduce methane emissions from oil and gas sources. The proposed rule would reduce 41 million tons of methane emissions between 2023 and 2035 and cut methane emissions in the internationaloil and gas sector by approximately 74 percent compared to emissions from this sector in 2005. EPA also issued a supplemental proposed rule in November 2022 to include additional methane reduction measures. On December 2, 2023, the Biden Administration announced the final rule that includes updated and strengthened standards foundfor methane and other air pollutants from new, modified, and reconstructed sources, as well as Emissions Guidelines to assist states in Annex VI of MARPOL concerning marine diesel engines, theirdeveloping plans to limit methane emissions and the sulfur content in marine fuel. from existing sources.  These new regulations could potentially affect our operations.
Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union,the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restrictrestricts emissions of greenhouse gases from marine vessels, could require us to make significant financial expenditures including capital expenditures to upgrade our vessels, which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.

International Labour Organization

The International Labour Organization (ILO) is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the Maritime Labor Convention 2006 (MLC 2006). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance will be required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. The MLC 2006 will enter into force one year after 30 countries with a minimum of 33% of the world's tonnage have ratified it. On August 20, 2012, the required number of countries was met and MLC 2006 entered into force on August 20, 2013 and requires us to develop new procedures to ensure full compliance with its requirements.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security.  In 2002,security such as the U.S. Maritime Transportation Security Act of 2002 or the MTSA, came into effect, and to(“MTSA”). To implement certain portions of the MTSA, the U.S. Coast GuardUSCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States.  The regulations also impose requirements onStates and at certain ports and facilities, some of which are regulated by the U.S. Environmental Protection Agency (EPA).EPA.

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Similarly, in December 2002, amendments to SOLAS created a new chapterChapter XI-2 of the convention dealing specifically with maritime security.  The new Chapter XI-2 became effective in July 2004 andSOLAS Convention imposes various detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facility Security Code (“the ISPS Code.Code”). The ISPS Code is designed to enhance the security of ports and ships against terrorism.

To trade internationally, a vessel must attain an International Ship Security Certificate or ISSC,(“ISSC”) from a recognized security organization approved by the vessel'svessel’s flag state. Among the various requirements are:

●on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status;

●on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore;

●the development of vessel security plans;

●ship identification number to be permanently marked on a vessel's hull;

●a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and

●compliance with flag state security certification requirements.

Ships operating without a valid certificate may be detained, at port until an ISSC is obtained, or may be expelled from port, or refused entry at port.port until they obtain an ISSC.  The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel’s hull; a continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.

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The U.S. Coast GuardUSCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, non-U.S.provided such vessels that have on board a valid ISSC attestingthat attests to the vessel'svessel’s compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant financial impact on us.  We have implementedintend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code,Code.
The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area.  Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly affect our fleet isbusiness. Costs are incurred in compliancetaking additional security measures in accordance with applicable security requirements.Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.

Inspection by Classification Societies

Every seagoingThe hull and machinery of every commercial vessel must be "classed"classed by a classification society.society authorized by its country of registry. The classification society certifies that thea vessel is ''in class,'' signifying that the vessel has been builtsafe and maintainedseaworthy in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel's country of registry of the vessel and the international conventions ofSOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which that country is a member.member of the International Association of Classification Societies, the IACS.  The IACS has adopted harmonized Common Structural Rules, or “the Rules,” which apply to oil tankers and bulk carriers contracted for construction on or after July 1, 2015.  The Rules attempt to create a level of consistency between IACS Societies.  All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping, Lloyd’s Register of Shipping).
A vessel must undergo annual surveys, intermediate surveys, drydockings and special surveys. In addition, where surveys are required by international conventions and corresponding laws and ordinanceslieu of a flag state,special survey, a vessel’s machinery may be on a continuous survey cycle, under which the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

The classification societymachinery would be surveyed periodically over a five-year period. Every vessel is also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

For maintenance of the class, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

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Annual Surveys: For seagoing ships, annual surveys are conducteddrydocked every 30 to 36 months for the hull and the machinery, including the electrical plant, and where applicable for special equipment classed, within three months before or after each anniversary dateinspection of the date of commencementunderwater parts of the vessel.  If any vessel does not maintain its class period indicated in the certificate.

Intermediate Surveys: Extendedand/or fails any annual surveys are referred to assurvey, intermediate surveys and typically are conducted two and one-half years after commissioning and each class renewal.  Intermediate surveys are to be carried out atsurvey, drydocking or between the occasion of the second or third annual survey.

Class Renewal Surveys: Class renewal surveys, also known as special surveys, are carried out for the ship's hull, machinery, including the electrical plant, and for any special equipment classed, at the intervals indicated by the character of classification for the hull.  At the special survey, the vessel is thoroughly examined, including audio-gaugingwill be unable to determine the thickness of the steel structures.  Should the thicknesscarry cargo between ports and will be foundunemployable and uninsurable which could cause us to be less than class requirements, the classification society would prescribe steel renewals.in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

Risk of Loss and Liability Insurance

General
The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes and piracy attack.strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon owners,shipowners, operators and demisebareboat charterers of any vessel trading in the United States exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for ship ownersshipowners and operators trading in the United States market. Furthermore, while we believe that our presentWe carry insurance coverage is adequate,as customary in the shipping industry. However, not all risks can be insured, any specific claimclaims may be rejected, and we might not be paid, and we may not always be able to obtain adequate insurance coverage at reasonable rates.

49
Hull and Machinery Insurance


We have obtainedprocure marine hull and machinery and war risk insurance, which include the risk of actual or constructive total loss, for all of the vessels in our fleet. The vessels in our fleet are each covered up to at least fair market value, with deductibles of $350,000 per vessel per incident. We also arranged increased value coverage for each vessel. Under this increased value coverage, in the event of total loss of a vessel, we will be able recover for amounts not recoverable under the hull and machinery policy by reasonpolicy.  We generally do not maintain insurance against loss of any under-insurance.hire (except for certain charters for which we consider it appropriate), which covers business interruptions that result in the loss of use of a vessel.

Protection and Indemnity Insurance

Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P“P&I Associations, which” and covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal, with deductibles of $100,000 per vessel per incident.removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or "clubs." Our coverage, except for pollution, is unlimited.“clubs.”

Our current protection and indemnity insurance coverage for pollution is $1$1.0 billion per vessel per incident. The thirteen12 P&I Associations that comprise the International Group insure approximately 90% of the world'sworld’s commercial tonnage and have entered into a pooling agreement to reinsure each association'sassociation’s liabilities. Each P&I Association has capped its exposureThe International Group’s website states that the Pool provides a mechanism for sharing all claims in excess of US$ 10 million up to, this pooling agreement at $7.5currently, approximately $8.9 billion.  As a member of a P&I Association, which is a member of the International Group, we are subject to calls payable to the associations based on itsour claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.

Competition

We operate in what we refer to as the Nordic American System, which describes our operation of 24our homogenous Suezmax tankerstanker fleet in markets that are highly competitive and based primarily on supply and demand. We currently operate allthe majority of our vessels in the spot market. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an operator. For more information on the "Nordic“Nordic American System,"System”, please see Item 4 Information on the Company—A.“Item 4.A. History and Development of the Company.”

26
Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel'svessel’s crew and the age of a vessel. We have been able to obtain all permits, licenses and certificates currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase our cost of doing business.

Seasonality

Historically, oil trade and, therefore, charter rates increased in the winter months and eased in the summer months as demand for oil in the Northern Hemisphere rose in colder weather and fell in warmer weather. The tanker industry, in general, has become less dependent on the seasonal transport of heating oil than a decade ago as new uses for oil and oil products have developed, spreading consumption more evenly over the year. This is most apparent from the higher seasonal demand during the summer months due to energy requirements for air conditioning and motor vehicles.

C. Organizational Structure
50

Since May 30, 2003, Scandic has acted as
C.Organizational Structure
See Exhibit 8.1 to this Form 20-F for a list of our Manager, providing such services pursuant to the Management Agreement.  The Management Agreement was amended on October 12, 2004 to further align the Manager's interests with those of the Company as a shareholder of the Company.  On January 10, 2013, the Manager became our wholly-owned subsidiary. Scandic is based in Bermuda, and has a European branch. For a description of the terms of the Management agreement, pleasesignificant subsidiaries.
D.Property, Plant and Equipment
Please see "Item“Item 4. Information on the Company –B. Business Overview Management Agreement."

On January 3, 2013, Orion became our wholly owned subsidiary. Orion consists of the parent company based in Bermuda, and its wholly owned subsidiary, Orion Tankers AS which is based in Norway.

D. Property, Plant and Equipment

Please see "Item 4. Information on the Company— B. Business Overview Overview—Our Fleet"Fleet”, for a description of our vessels. The vessels are mortgaged as collateral under the 20122019 Senior Secured Credit Facility.Facility including the $30 million Accordion Loan and the financing agreements with Ocean Yield.

ITEM 4A.UNRESOLVED STAFF COMMENTS

None.
27

ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following management'smanagement’s discussion and analysis should be read in conjunction with our historical financial statements and notes thereto included elsewhere in this report. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth in the section entitled "Item 3.D.“Item 3. Key Information—D. Risk Factors"Factors” and elsewhere in this annual report.
 
A.
A.Operating Results

Business overview
We present
Our fleet as of December 31, 2023, consisted of 20 Suezmax crude oil tankers. In 2022, we sold five vessels and took delivery of two Suezmax newbuildings from Samsung shipyard in South Korea. In 2023, we have added one 2016-built vessel to the fleet and increasing the fleet from 19 to 20 vessels. The majority of our Statementsvessels are employed in the spot market. The two vessels built in 2022 are chartered out on six-year time charter agreements that expires in 2028. As of Operations using voyage revenues and voyage expenses. OurDecember 31, 2023, we have further two vessels that are chartered out on longer term time-charter agreements expiring in the latter part of 2024. Occasionally, we also charter out our vessels on shorter term time-charter parties.
The vessels in our fleet are considered homogenous and interchangeable fleet is operated inas they have approximately the spot charter market.  Under a spot charter, revenue is generated fromsame freight billingcapacity and is included in voyage revenue, andability to transport the vesselowner pays all vessel voyage expenses. We consider it appropriate to present thissame type of arrangement on a gross basis in the Consolidated Statementscargo.
YEAR ENDED DECEMBER 31, 2023 COMPARED TO YEAR ENDED DECEMBER 31, 2022
  
Years Ended
December 31,
    
All figures in USD ‘000 2023  2022  Variance 
Voyage Revenues
  
391,687
   
339,340
   
15.4
%
Voyage Expenses
  
(129,507
)
  
(170,515
)
  
-24.0
%
Vessel Operating Expenses
  
(60,003
)
  
(63,430
)
  
-5.4
%
Impairment Loss on Vessels
  
-
   
(314
)
  
N/A
 
Depreciation Expenses
  
(51,397
)
  
(50,421
)
  
1.9
%
Gain on Disposal of Vessels
  
-
   
6,005
   
N/A
 
General and Administrative Expenses
  
(22,890
)
  
(18,798
)
  
21.8
%
Net Operating Income  127,890   41,867   
205.5
%
Interest Income
  
1,302
   
266
   
389.5
%
Interest Expenses
  
(30,498
)
  
(27,055
)
  
12.7
%
Other Financial Income (Expenses)
  
137
   
46
   
197.8
%
Net Income Before Income Taxes  98,831   15,124   
553.5
%
Income Tax
  
(120
)
  
(23
)
  
421.7
%
Net Income  98,711   15,101   
553.7
%

51

Management believes that net voyage revenue, a non-GAAP financial measure, provides moreadditional meaningful disclosure than voyage revenues, the most directly comparable financial measure under accounting principles generally accepted in the United States, or US GAAPinformation because it enables us to compare the profitability of our vessels whichthat are employed under bareboat charters, spot related time charters and spot charters. Net voyage revenues divided by the number of days on the charter provides the Time Charter Equivalent (TCE) Rate. Net voyage revenues and TCE rates are widely used by investors and analysts in the tanker shipping industry for comparing the financial performance of companies and for preparing industry averages. We believe that our method of calculating net voyage revenue is consistent with industry standards. The table below reconciles our net voyage revenues to voyage revenues.



YEAR ENDED DECEMBER 31, 2015 COMPARED TO YEAR ENDED DECEMBER 31, 2014
  Years Ended December 31,   
All figures in USD '000 2015  
2014
(Adjusted)
       Variance 
Voyage Revenue  445,738   351,049   27.0%
Voyage Expenses  (158,656)  (199,430)  (20.4%)
Vessel Operating Expenses  (66,589)  (62,500)  6.5%
General and Administrative Expenses  (9,790)  (14,863)  (34.1%)
Depreciation Expenses  (82,610)  (80,531)  2.6%
Fees for Services Provided  -   1,500   (100%)
Net Operating Income (Loss)  128,093   (4,775)  2,792.6%
Interest Income  114   181   (37.3%)
Interest Expenses  (10,855)  (12,244)  (11.3%)
Gain on Shares*  -   3,286   (100%)
Other Financial Expenses*  (263)  (1,173)  (77.6%)
Equity (Loss) Income*  (2,462)  1,559   (257.9%)
Net Income (Loss)  114,627   (13,166)  970.6%

* During 2015, the Company's ownership interest in Nordic American Offshore Ltd. ("NAO") increased to 26.7% due to NAO's share repurchase program and the Company's purchase of an additional 1,521,300 shares in NAO on November 12, 2015.  Based on the significance of the Company's ownership interest and potential future increase in ownership interest, through NAO's share repurchase program, the Company determined it has the ability to exercise significant influence over NAO and therefore, changed its method of accounting for the investment in NAO from an available-for-sale security to an equity method investment. The change in accounting method has been retrospectively applied to the consolidated financial statements as of and for the year ended December 31, 2014, resulting in an increase of $0.4 million and $7.2 million to Net Loss and Other Comprehensive Loss, respectively, and increases to both the Investment in Nordic American Offshore Ltd and total Shareholders' Equity of $6.8 million.


28
Reconciliation of net voyage revenues to voyage revenues
 Years Ended December 31,   
All figures in USD '000, except TCE rate per day 2015  2014           Variance 
Voyage Revenue  445,738   351,049   27.0%
 
Years Ended
December 31,
    
All figures in USD ‘000, except TCE rate per day 2023  2022  Variance 
Voyage Revenues
 
391,687
  
339,340
  
15.4
%
Less Voyage expenses  (158,656)  (199,430)  (20.4%)  
(129,507
)
 
(170,515
)
 
-24.0
%
Net Voyage Revenue  287,082   151,619   89.3%  262,180  168,825  
55.3
%
Vessel Calendar Days (1)  8,195   7,619   7.6% 
6,917
  
7,340
  
-5.8
%
Less off-hire days  484   229   111.2%  
447
  
512
  
-12.7
%
Total TCE days  7,711   7,390   4.3% 6,470  6,828  -5.2%
TCE Rate per day (2) $37,228  $20,517   81.5% $40,522  $24,725  63.9%
Total Days – vessel operating expenses  8,195   7,619   7.6%
(1)
Vessel Calendar Days is the total number of days the vessels were in our fleet.
(2)
Time Charter Equivalent ("TCE"(“TCE”) Rate, results from Net Voyage Revenue divided by total TCE days.


Voyage Revenues increased by $52.3 million, or 15.4%, from $339.3 million in 2022 to $391.7 million in 2023 as a result of increased tanker rates in 2023 compared to 2022.
The change in Net Voyage revenueRevenue is due to two main factors:

i)
The number of TCE days

ii)
The change in the TCE rate achieved.


Number of vessel calendar days decreased by 5.8% and reflects that we had a net reduction of three vessels to our fleet during 2022 with full effect in 2023. One vessel has been added to the fleet in late 2023 and adding less than 30 days. However, this additional vessel will come into full effect in 2024.
On
With regards to i), the increasedecrease of 25565 days in offhire days was a result of less vessels undergoing planned offhiremaintenance in connection with required drydocking increasing by 119 days, and 110 days related2023 compared to commercial offhire events in 2015.2022.

The increase in vessel calendar days is dueWith regards to two vessels delivered in September and October 2015, and full effect of two vessels delivered in July 2014.

On ii), the TCE rate per day increased by $16,711,$15,797, or 81.5%.63.9%, from $24,725 in 2022 to $40,522 in 2023. The indicative rates presented by Clarksons ShippingClarkson Research increased by 86.1%26.0% for the twelve months of 20152023 compared to the same twelve months in 2022 to $55,847 from $44,324, respectively. Our TCE rate per day improved more in percentage than the indicative rates presented by Clarkson Research on a year-over-year basis, as some voyages with stronger rates booked in the fourth quarter of 2022 materialized in the first quarter of 2023. Further, in the same manner as in 2022, the indicative rates presented by Clarkson Research for 2023 are an average of observations and 2014, to $50,220 from $26,993.routes, and some of the trade routes going into the average are routes involving Russian oil trade and as such not routes representing an average for all market participants.

As a result of i) and ii) net voyage revenues increased by 27.0%55.3% from $351.0$168.8 million for the year ended December 31, 2014,2022, to $445.7$262.2 million for the year ended December 31, 2015.2023.

52
Voyage expenses decreased to $158.7$129.5 million from $199.4$170.5 million, or 20.4%24.0%. Voyage expenses mainly consist of bunkers, port charges and commissions and the most influential cost is the cost of bunkers. Cost of bunkers is influenced by actual consumption in a year and the price of the fuel. The decrease in voyage expenses in 2023 was primarily due to a significant decrease of $33.2 million in bunker costs caused by a decrease in fuel oil prices compared to prior year, in combination with less TCE days for the reductionfleet in oil prices. This was slightly2023 compared to 2022. Further, port charges were reduced by $5.6 million, offset by increased port costs duean increase of $1.5 million in commissions from improved freight rates compared to increased activity and the increase in fleet.prior year.
Vessel operating expenses increaseddecreased by 6.5%. This was primarily due$3.4 million, or 5.4%, from $63.4 million in 2022 to $60.0 million in 2023, and reflects that the increasenumber of vessel calendar days for our fleet were reduced in our fleet.2023 compared to 2022. In cooperation with our technical managers, we have a continuedmaintain our focus on keeping the fleet in top technical condition whilewhilst keeping costs low. Operating expenses per vessel per day decreased to $8,130 from $8,200 for the twelve months ended December 31, 2015 and 2014, respectively.
General and administrative expenses decreasedincreased by $5.1$4.1 million, or 34.1%.21.8%, from $18.8 million in 2022 to $22.9 million in 2023. The decreaseincrease in cost is mainly related to an increase in staff cost, including bonuses and incentive plans, and travel cost as a result of increased marketing activities after periods with travel limitations.
Depreciation expenses increased by $1.0 million, or 1.9%, from $50.4 million in 2022 to $51.4 million in 2023. The increase in 2023 compared to 2022 is primarily a result of the weakeningaddition of Norwegian Kroner compared with U.S. Dollars,two newbuildings in May and general cost savingsJune 2022 that are depreciated for the full year in 2015 compared2023.
Gain on Disposal of Vessels decreased by $6.0 million from $6.0 million in 2022 to 2014.$nil in 2023, as a result of no vessel disposals in 2023.
Depreciation
Interest income increased from $0.3 million in 2022 to $1.3 million in 2023, or 389.5%, as a result of an increase in market interest rates and we earned more interest on bank deposits during 2023 than in 2022.
Interest expenses has increased by $2.1$3.4 million, or 2.6%.12.7%, from $27.1 million in 2022 to $30.5 million in 2023. The increase is primarily due to an increase in market interest rates in 2023 as our loans and financing agreements have floating interest rates. We added two new vessels to the additionfleet in 2022 and has incurred additional interest cost related to the financing of twothese vessels delivered in September and October 2015, andyear over year, offset by reduced interest cost related to our 2019 Senior Secured Credit Facility from the full year effect of two vessels delivereddownpayments made through 2022 and downpayments made in July 2014.2023 that lowers the outstanding loan balances and related interest cost.
Interest expenses decreased by 11.3%. The decrease is due to a reduction in the margin on amounts drawn under the 2012 Credit Facility.
Gain on shares of $3.3 million in 2014 relates to gain on shares held in NAO in connection with the initial public offering and dividend in kind in 2014.
Other Financial Expenses decreased by 77.6%. The decrease is due to a $0.9 million reduction in fair value of warrants held in NAO which was expensed in 2014.
Equity (Loss) Income decreased to ($2.5) million in 2015 from $1.6 million in 2014, due to reduction of earnings in our investment in NAO.

29
YEAR ENDED DECEMBER 31, 20142022 COMPARED TO YEAR ENDED DECEMBER 31, 20132021

  Years Ended December 31,   
All figures in USD '000 
2014
(Adjusted)
  2013  Variance 
Voyage Revenue  351,049   243,657   44.1%
Voyage Expenses  (199,430)  (173,410)  15.0%
Vessel Operating Expenses  (62,500)  (64,924)  (3.7%)
General and Administrative Expenses  (14,863)  (19,555)  8.3%
Depreciation Expenses  (80,531)  (74,375)  (24.0%)
Loss on Contract  -   (5,000)  - 
Fees for services provided  1,500    -   - 
Net Operating (Loss)  (4,775)  (93,608)  (94.9%)
Interest Income  181   146   24.0%
Interest Expenses  (12,244)  (11,518)  6.3%
Gain on Shares*  3,286   -   100.0%
Other Financial Income (Expenses)*  (1,173)  (477)  145.9%
Equity Income*  1,559   40   3797.5%
Net (Loss)  (13,166)  (105,417)  (87.5%)
  Years Ended December 31,    
All figures in USD ‘000 2022  2021  Variance 
Voyage Revenues
  
339,340
   
191,075
   
77.6
%
Other Income
  
-
   
4,684
   
N/A
 
Voyage Expenses
  
(170,515
)
  
(128,263
)
  
32.9
%
Vessel Operating Expenses
  
(63,430
)
  
(67,676
)
  
-6.3
%
Impairment Loss on Vessels
  
(314
)
  
(60,311
)
  
-99.5
%
Depreciation Expenses
  
(50,421
)
  
(68,352
)
  
-26.2
%
Gain on Disposal of Vessels
  
6,005
   
-
   
N/A
 
General and Administrative Expenses
  
(18,798
)
  
(15,620
)
  
20.3
%
Net Operating (Loss) Income  41,867   (144,463)  
N/A
 
Interest Income
  
266
   
3
   
8,766.7
%
Interest Expenses
  
(27,055
)
  
(26,380
)
  
2.6
%
Other Financial Income (Expenses)
  
46
   
(429
)
  
N/A
 
Net Income (Loss) Before Income Taxes  15,124   (171,269)  
N/A
 
Income Tax Expense
  
(23
)
  
(59
)
  
-61.0
%
Net Income (Loss)  15,101   (171,328)  
N/A
 


* During 2015,
53
Management believes that net voyage revenue, a non-GAAP financial measure, provides additional meaningful information because it enables us to compare the Company's ownership interest in Nordic American Offshore Ltd. ("NAO") increased to 26.7% due to NAO's share repurchase programprofitability of our vessels that are employed under bareboat charters, spot related time charters and spot charters. Net voyage revenues divided by the Company's purchasenumber of an additional 1,521,300 shares in NAO on November 12, 2015.  Baseddays on the significancecharter provides the Time Charter Equivalent (TCE) Rate. Net voyage revenues and TCE rates are widely used by investors and analysts in the tanker shipping industry for comparing the financial performance of the Company's ownership interestcompanies and potential future increase in ownership interest, through NAO's share repurchase program, the Company determined it has the ability to exercise significant influence over NAO and therefore, changed itsfor preparing industry averages. We believe that our method of accounting for the investment in NAO from an available-for-sale securitycalculating net voyage revenue is consistent with industry standards. The table below reconciles our net voyage revenues to an equity method investment. The change in accounting method has been retrospectively applied to the consolidated financial statements as of and for the year ended December 31, 2014, resulting in an increase of $0.4 million and $7.2 million to Net Loss and Other Comprehensive Loss, respectively, and increases to both the Investment in Nordic American Offshore Ltd and total Shareholders' Equity of $6.8 million.voyage revenues.

Reconciliation of net voyage revenues to voyage revenues Years Ended December 31,   
All figures in USD '000, except TCE rate per day 2014  2013  Variance 
Voyage Revenue  351,049   243,657   44.1%
 
Years Ended
December 31,
    
All figures in USD ‘000, except TCE rate per day 2022  2021  Variance 
Voyage Revenues
 
339,340
  
191,075
  
77.6
%
Less Voyage expenses  (199,430)  (173,410)  15.0%  
(170,515
)
 
(128,263
)
 
32.9
%
Net Voyage Revenue  151,619   70,246   115.8%  168,825  62,812  
168.8
%
Vessel Calendar Days (1)  7,619   7,300   4.4% 
7,340
  
8,337
  
-12.0
%
Less off-hire days  229   971   (76.4%)  
512
  
527
  
-2.8
%
Total TCE days  7,390   6,329   16.8% 6,828  7,810  -12.6%
TCE Rate per day (2)
 $20,517  $11,099   84.8% $24,725  $8,043  207.4%
Total Days – vessel operating expenses  7,619   7,300   4.4%
(1)
Vessel Calendar Days is the total number of days the vessels were in our fleet.
(2)
Time Charter Equivalent ("TCE"(“TCE”) Rate, results from Net Voyage Revenue divided by total TCE days.

Voyage revenue was $351.0Revenues increased by $148.2 million, for the year ended December 31, 2014 comparedor 77.6%, from $191.1 million in 2021 to $243.7$339.3 million for the year ended December 31, 2013. in 2022 as a result of higher tanker rates partly offset by a reduction of 12.6% in Total TCE days.
The change in Net Voyage revenueRevenue is due to two main factors:

iii)i)
The number of TCE days

iv)ii)
The change in the TCE rate achieved.

On i), the reduction in off hire days to 229 for the year ended December 31, 2014 from 971 days for the year ended December 31, 2013 was partly a resultNumber of planned off-hire of 757 days in connection with required drydockings in 2013 compared to 161 days in 2014.

30
The increase in vessel calendar days is due to thedecreased by 12.0% and reflects that we took delivery of two new vessels and sold five vessels during 2022 compared sale of one vessel in 2014.late 2021. With regards to i), there was a marginal reduction of 15 days in offhire days from 527 days in 2021 to 512 days in 2022, where planned offhire in 2022 related to periodical maintenance of our vessels was 398 days.

OnWith regards to ii), the TCE rate per day was $20,517 for the year ended December 31, 2014, comparedincreased by $16,682, or 207.4%, from $8,043 in 2021 to $11,099 for the year ended December 31, 2013, representing an increase of 84.8%.$24,725 in 2022. The indicative spot rates presented by Marex SpectronClarkson Research increased by 504.0% for the twelve months of 20142022 compared to the same twelve months in 2021 to $44,324 from $7,338, respectively. The indicative rates presented by Clarkson Research are an average of observations and 2013 increased by 88.1% to $27,495 from $14,615, respectively.routes and some of the trade routes going into the average are routes involving Russian oil trade and as such not routes representing an average for all market participants.

As a result of i) and ii) net voyage revenues increased by 115.8%168.8% from $70.3$62.8 million for the year ended December 31, 2013,2021, to $151.6$168.8 million for the year ended December 31, 2014.2022.

Voyage expenses were $199.4increased to $170.5 million for the year ended December 31, 2014, compared to $173.4from $128.3 million, for the year ended December 31, 2013, representing an increase of 15%or 32.9%. The increase in voyage expenses was primarily due to an increase in bunker costs. Consumption of fuel oil was lower in 2022 than in 2021 due to less vessel calendar days, but the price of fuel oil increased sharply in the first half of 2022 with a peak in June 2022, before falling in the latter part of 2022. As such, the average price of fuel oil increased in 2022 compared to 2021 and caused a significant increase in voyage expenses. Further, as a result of improved freight rates in 2022 compared to 2021, there has also been an increase in activity, and the delivery of two new vessels. This was offset by the fall in bunker prices in 2014 reduced the voyage expenses.commission costs incurred.
Vessel operating expenses were $62.5decreased by $4.2 million, foror 6.3%, from $67.7 million in 2021 to $63.4 million in 2022, and reflects that there is a net reduction of three vessels in the year ended December 31, 2014 compared to $64.9 million for the year ended December 31, 2013, a decrease of 3.7%. The Company'sfleet during 2022. In cooperation with our technical managers, we maintain our focus on keeping the fleet in top technical condition whilst keeping costs low.
54
Impairment Loss on Vessels decreased to $0.3 million in 2022 compared to $60.3 million in 2021. We recorded impairment charges related to six of our 2002 and reducing costs2003 built vessels in co-operation with its technical managers has given2021. One of these vessels was classified as Held for Sale as of December 31, 2021, and this vessel was subject to an additional impairment charge of $0.3 million in 2022 as a result of changes in fair value of the vessel before the vessel was disposed.
In 2022, we have sold five of the six vessels where impairment charges were taken in 2021. We have recorded a gain upon disposal of vessels of $6.0 million in 2022 compared to $0 in 2021 and the gain is mainly related to the last vessel sold in October 2022 reflecting rising second-hand vessel prices that evolved during the year.
Depreciation expenses decreased by $18.0 million, or 26.2%, from $68.4 million in 2021 to $50.4 million in 2022. The decrease in 2022 compared to 2021 is primarily due to sale of vessels in 2022 resulting in a net reduction of three vessels in the fleet, in combination with impairment charges recorded in 2021 that lowered the carrying values of six vessels built in the years from 2002 and 2003 and accordingly lowering the associated depreciation charges for these vessels in 2022.
General and administrative expenses increased by $3.2 million, or 20.3%, from $15.6 million in 2021 to $18.8 million in 2022. The increase in cost is mainly related to an increase in travel and marketing costs and variable staff costs.
Interest expenses increased marginally by $0.7 million, or 2.6%, from $26.4 million in 2021 to $27.1 million in 2022. The increase is due to increases in the floating interest rates for our loans during 2022 combined with new financing agreements related to the two newbuildings delivered in 2022, offset by debt repayments during 2022 of $105.4 million.
Inflation
Construction cost and periodical maintenance costs for oil tankers tend to fluctuate with the cyclicality in raw material costs, especially the price of steel and copper, and the general demand for shipbuilding services. Newbuilding prices for oil tankers have increased further in 2023 as a result of full orderbooks at the shipyards for the coming years and an optimistic outlook for many shipping segments. Operating costs for oil tankers have been stable with little or moderate inflation over the years, and our operating expenses percost in 2023 has been in line with previous years. However, there is currently inflationary pressure in most parts of the world and we are monitoring this closely. The shipping industry has historically been able to absorb and neutralize significant cost increases related to operation of the vessels. However, oil transportation is a specialized area and if number of vessels where to increase significantly, increased demand for qualified crew can be expected, potentially putting pressure on crew cost. A general cost inflation in the world could impact the shipping industry and put inflationary pressure on cost items such as, but not limited to crew costs, spare parts, maintenance, insurance etc.

B.Liquidity and Capital Resources
We operate in a cyclical and capital-intensive industry. Our fleet of Suezmax tankers are financed through a combination of earnings generated from operations, equity and borrowings.
Our main liquidity requirements are related to voyage cost and operating cost for our vessels, repayments of loans and related interest charges, general and administration cost, capital expenditure for our vessels including an equity portion on investment in newbuildings and second-hand vessels from time to time and working capital needs.

We have policy of distributing dividends on a quarterly basis and we have distributed dividends for 106 consecutive quarters. Our dividend distributions are normally a reflection of the earnings taking into account other capital commitments and working capital needs. We refer to the description of our Dividend Policy in Item 8. Financial Information, A. Consolidated Statements and other Financial Information.

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In 2022, we took delivery of two Suezmax newbuildings and in 2023, we have acquired one second-hand vessel. The financing arrangements for these vessels are described below.

We refer to further information below and in “Item 5. Operating and Financial Review and Prospects—F. Tabular Disclosure of Contractual Obligations” for disclosure of Contractual Obligations and Financing Agreements.


Our Borrowing Activities
On February 12, 2019, we entered into the $306 million 2019 Senior Secured Credit Facility using twenty of our vessels at that time, built before year 2017, as collateral. On December 16, 2020, we entered into a loan agreement for $30.0 million that is considered an accordion loan under the 2019 Senior Secured Credit Facility loan agreement. In 2021 and 2022, we sold six vessels and as of December 31, 2023, there were 14 vessels built from 2003 to 2017 used as collateral for the outstanding loan balance as of that date.
The three 2018-built vessels, the two newbuildings delivered to us in 2022 and the 2016-built Nordic Hawk that was delivered to us in December 2023, are all financed through Ocean Yield ASA.
We refer to further description of the financing arrangements below.
2019 Senior Secured Credit Facility and $30 million Accordion Loan

On February 12, 2019, we entered into a five-year senior secured credit facility for $306.1 million (the “2019 Senior Secured Credit Facility”). Borrowings under the 2019 Senior Secured Credit Facility are secured by first-priority mortgages over fourteen vessels built in the period from 2003 to 2017 and assignments of earnings and insurance. The loan is amortizing with a twenty-year maturity profile, carries a floating interest rate and matures in February 2025. The loan had an original maturity date in February 2024. In 2023, we have signed amendments to the borrowing agreement extending the maturity date to February 2025, revised the required minimum liquidity covenant from $30.0 million to $20.0 million, negotiated a reduced interest rate for the remaining balance of the portion of the loan that was paid out in 2019 and replaced the LIBOR interest rate element in the agreement with the Federal Funds Rate. Further, the agreement contains an excess cash mechanism that equals 50% of the net earnings from the collateral vessels, less capex provision and fixed loan amortization. Net proceeds obtained from sale of a vessel per dayused as security are at our lender’s discretion subject to repayment of the outstanding loan balance. The agreement contains covenants that require a minimum liquidity of $20.0 million and a loan-to-vessel value ratio of maximum 70%.

On December 16, 2020, we entered into a new loan agreement for the borrowing of $30.0 million (the “$30 million Accordion Loan”). The loan is considered an accordion loan to the 2019 Senior Secured Credit Facility loan agreement and has the same amortization profile, carries a floating interest rate and matures in February 2025.  Modifications made to the loan agreement in 2023 are discussed in the paragraph above. Excess cash flow payments as described above are applied to the balance of the 2019 Senior Secured Credit Facility before being applied to the $30 million Accordion Loan. The security of the loan is attached to the security of the 2019 Senior Secured Credit Facility and has equal priority, same financial covenants and repayment clauses.

We have repaid $44.6 million on the facilities in the twelve months ended December 31, 2023, and we had $84.6 million and $129.2 million drawn under our 2019 Senior Secured Credit Facility as of December 31, 2023 and December 31, 2022, respectively.

 As of December 31, 2023, we have presented $11.7 million, net of deferred financing costs of $0.4 million, under Current Portion of Long-Term Debt. The Excess Cash Flow payment generated from $8,700the earnings in the fourth quarter of 2023 has been waived by the lender and we applied this cash to the acquisition of the 2016-built vessel, Nordic Hawk, that was delivered to us in December 2024.

Subsequent to December 31, 2023, we have repaid in total $3.0 million and the total outstanding balance as of the date of this report is $81.6 million.

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Financing of 2018-built Vessels

We have the three 2018-built Vessels delivered to us from Samsung shipyard. Under the terms of the financing agreements for these vessels, the lender provided financing of 77.5% of the purchase price for each of the three vessels. Upon delivery of each of the vessels, we commenced ten-year bareboat charter agreements. We have obligations to purchase the vessels for a consideration of $13.6 million for each vessel upon the completion of the ten-year bareboat charter agreements, and we also have the option to purchase the vessels after sixty and eighty-four months. The purchase options have to be declared six months in advance of the sixty- or eighty-four months’ anniversaries for each vessel. The options related to the sixty-month anniversaries expired in 2023 and the next anniversaries are in 2025. In 2023, we have agreed a replacement of the original LIBOR element with a term Secured Overnight Financing Rate (“SOFR”), plus a Credit Adjustment Spread (“CAS”) of 26 basis points and as of December 31, 2023, the financing agreements include interest charges composed of a floating term SOFR element that is subject to annual adjustment, plus a margin of 4.52% and a credit adjustment spread of 0.26%. The financing agreements contain certain financial covenants requiring us to maintain on a consolidated basis a minimum value adjusted equity of $175.0 million, a minimum value adjusted equity ratio of 25%, minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.
The outstanding amounts under this financing arrangement were $87.2 million and $96.0 million as of December 31, 2023 and 2022, respectively, where $8.9 million and $8.5 million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

Financing of 2022-built Vessels

The two vessels, Nordic Harrier and Nordic Hunter, were delivered to us in 2022. Under the terms of the financing agreements, the lender provided financing of 80.0% of the purchase price for each of the two vessels. Upon delivery of each of the vessels, we commenced ten-year bareboat charter agreements. We have obligations to purchase the vessels upon the completion of the ten-year bareboat charter agreements for a consideration of $16.5 million for each vessel, and we also have the option to purchase the vessels after sixty and eighty-four months. In 2023, we have agreed a replacement of the original LIBOR element with a term Secured Overnight Financing Rate (“SOFR”), plus a Credit Adjustment Spread (“CAS”) of 26 basis points and as of December 31, 2023, the financing agreements include interest charges composed of a floating term SOFR element that is subject to quarterly adjustment, plus a margin of 4.50% and a credit adjustment spread of 0.26%. The financing agreements contain certain financial covenants requiring us to on a consolidated basis to maintain a minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.
The outstanding amounts under this financing arrangement were $79.4 million and $84.9 million as of December 31, 2023 and 2022, respectively, where $5.4 million and $5.4 million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

Financing of Nordic Hawk

The 2016-built vessel, Nordic Hawk, was delivered to us in December 2023. Under the terms of the financing agreement, the lender provided financing of 75.0% of the purchase price. Upon delivery of the vessel, we entered into an eight-year bareboat charter agreement. We have an obligation to purchase the vessel for $5.9 million upon the completion of the eight-year bareboat charter agreement and we have the option to purchase the vessel after sixty and eighty-four months. The financing agreement has an interest rate as of December 31, 2023, that is composed of a floating term SOFR element subject to quarterly adjustments and a margin of 4.76%. The financing agreement contains certain financial covenants requiring us on a consolidated basis to maintain a minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.
The outstanding amounts under this financing arrangement were $53.5 million and $nil as of December 31, 2023, and 2022, respectively, where $5.9 million and $nil, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

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Equity

On October 16, 2020, we entered into an equity distribution agreement with B. Riley Securities, Inc., acting as a sales agent, under which we may, from time to time, offer and sell shares of our common stock through the $60 million ATM. In 2021, we raised gross and net proceeds (after deducting sales commissions and other fees and expenses) of $60.0 million and $58.5 million, respectively, by issuing and selling 22,025,978 common shares and this ATM was fully utilized. The $60 million 2020 ATM program was terminated on October 14, 2021.
On September 29, 2021, we entered into a new equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which the Company may, from time to time, offer and sell common stock through an At-the-Market Offering (the “$60 million 2021 ATM”) program having an aggregate offering price of up to $60,000,000. In the year ended December 31, 20132021, we raised gross and net proceeds (after deducting sales commissions and other fees and expenses) of $22.3 million and $21.7 million, respectively, by issuing and selling 10,222,105 common shares. In 2022, we raised gross and net proceeds of $16.9 million and $16.5 million, respectively, by issuing and selling 10,764,990 common shares. The $60 million 2021 ATM was terminated on February 14, 2022, after having utilized $39.2 million of the program.

On February 14, 2022, we entered into a new equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which the Company may, from time to $8,200 fortime, offer and sell common stock through an At-the-Market Offering (the “$60 million 2022 ATM”) program having an aggregate offering price of up to $60,000,000. In the year ended December 31, 2014.2022, we raised gross and net proceeds of $33.6 million and $32.7 million, respectively, by selling and issuing 14,337,258 commons shares. In 2023, we have not issued any shares under this ATM and there is a gross remaining available balance of $26.4 million under this ATM. Based on the share price of the Company of $3.80 as of April 19, 2024, it would have resulted in 6,958,723 new shares being issued, if fully utilizing the remaining balance available of the $60 million 2022 ATM.
General
Liquidity and covenant compliance

Cash, restricted cash and cash equivalents are predominantly held in U.S. Dollars and cash and cash equivalents was $31.1 million and $59.6 million as of December 31, 2023 and December 31, 2022, respectively. Minor cash balances are held in NOK and EUR. Restricted cash was $2.3 million and $3.7 million as of December 31, 2023 and December 31, 2022, respectively. The restricted cash deposit is nominated and available for use for drydocking and other capex commitments related to the vessels used as collateral under the 2019 Senior Secured Credit Facility.

We monitor compliance with our financial covenants on a regular basis and as of December 31, 2023, we were in compliance with the financial covenants in our debt facilities. Historically, our financial minimum liquidity covenant of $20.0 million, which have been reduced from $30.0 million through an amendment to the borrowing agreement in 2023, is the most sensitive covenant. We had a cash balance as of December 31, 2023, of $31.1 million.

On a regular basis, we perform cash flow projections to evaluate whether we will be in a position to cover our liquidity needs for the next 12-month period and the compliance with financial and security ratios under our existing and future financing agreements. In developing estimates of future cash flows, we make assumptions about the vessels’ future performance, market rates, operating expenses, capital expenditure, fleet utilization, general and administrative expenses, were $14.9loan repayments and interest charges. The assumptions applied are based on historical experience and future expectations.

We prepare cash flow projections for different scenarios and a key input factor to the cash flow projections is the estimated freight rates. We apply an average of several broker estimates in combination with own estimates for the coming 12-months period. The average freight rates achieved by us in 2023 have been strong compared to the historical long-term average freight rates achieved. As such, our company has generated significant positive cash flow from operations that could be used for dividends, investments or repayment of outstanding loan balances. Our 2019 Senior Secured Credit Facility matures in February 2025 and the remaining loan balance at maturity will have to be repaid from cash generated from operations in the preceding period, refinanced with a new loan or an extension of the agreed maturity date with the current lenders.

 In the first quarter of 2024, we have repaid $3.0 million on the facility and the loan-to-value ratio for the 2019 Senior Secured Credit Facility and the fourteen vessels used as collateral for the loan, is well below 15%, based on an outstanding balance of $81.6 million as of the date of this report.

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The Suezmax freight rates in the first quarter of 2024 has continued to generate significant positive earnings and we expect that additional loan repayments could be made during 2024 due to the excess cash flow mechanism included in the 2019 Senior Secured Credit Facility. The low loan-to-value ratio for the 2019 Senior Secured Credit Facility has allowed for the excess cash flow payments to be waived in certain quarters during 2023 that allowed us to increase dividends and to apply excess liquidity as equity in the acquisition of the 2016-built vessel, Nordic Hawk, that we took delivery of in December 2023.

Given the current conditions of the Suezmax tanker market, which we and external market sources expect to continue at least until maturity of the 2019 Senior Secured Credit facility and the $30 million Accordion Loan in February 2025 and considering various reasonable sensitivities, we expect that we could be able to repay the debt from cash flows from operations. The ability to repay the loan balance in full upon maturity with cash flows generated from operations is also impacted by the size of dividends expected to be declared in the period. In the event there is shortfall in liquidity upon maturity, we have financial flexibility through utilization of the existing ATM program, sale of vessels or through extensions or refinancings.

Contractual Obligations

The Company’s contractual obligations as of December 31, 2023, consist mainly of our obligations as borrower under our 2019 Senior Secured Credit Facility including our $30 million Accordion Loan and our obligations related to financing of our three 2018-built vessels, the two 2022-built Vessels and the 2016-built Nordic Hawk delivered to us in December 2023.
The following table sets out financing and contractual obligations outstanding as of December 31, 2023. The excess cash flow mechanism included in our 2019 Senior Secured Credit Facility could result in higher loan repayments than indicated below if we generate excess cash from operations in future periods and this results in additional loan repayments.

Contractual Obligations in $’000s Total  
Less than
1 year
  
1-3
years
  3-5 years  
More than
5 years
 
2019 Senior Secured Credit Facility including Accordion Loan (1)
  
84,640
   
12,079
   
72,561
   
-
   
-
 
Interest Payments (2)
  
9,575
   
8,638
   
937
   
-
   
-
 
Financing of 2018-built Vessels (3)
  
87,239
   
9,138
   
19,508
   
58,593
   
-
 
Interest Payments (4)
  
30,863
   
8,430
   
13,930
   
8,503
   
-
 
Financing of 2022-built Vessels (5)
  
79,351
   
5,515
   
11,000
   
11,015
   
51,821
 
Interest Payments (6)
  
49,628
   
7,995
   
14,264
   
12,023
   
15,346
 
Financing of Nordic Hawk (7)
  
53,540
   
6,016
   
12,016
   
12,016
   
23,492
 
Interest Payments (8)
  
24,676
   
5,253
   
8,635
   
6,178
   
4,610
 
Operating Lease Liabilities (9)
  
601
   
601
   
-
   
-
   
-
 
Total
  
420,113
   
63,665
   
152,851
   
108,328
   
95,269
 
 Notes:

(1)Refers to obligation to repay indebtedness outstanding under the 2019 Senior Secured Credit Facility including the Accordion Loan as of December 31, 2023. The facilities contain an excess cash flow mechanism that equals 50% of the net earnings from the collateral vessels, less capex provision and fixed amortization.

(2)Refers to the estimated interest payments over the term of indebtedness outstanding under the 2019 Senior Secured Credit Facility including the Accordion Loan as of December 31, 2023. Estimate is based on applicable interest rate, agreed amortization and balance outstanding as of December 31, 2023.

(3)Refers to obligation to repay indebtedness outstanding as of December 31, 2023 for three 2018-built vessels.

(4)Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2023, for the financing of the three 2018-built vessels. Estimate is based on applicable interest rate as of December 31, 2023.

(5)Refers to obligation to repay indebtedness outstanding as of December 31, 2023 for the two 2022-built Vessels.

(6)Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2023, for the financing of the two 2022-built Vessels. Estimate is based on applicable interest rate as of December 31, 2023.

(7)Refers to obligation to repay indebtedness outstanding as of December 31, 2023 for the 2016-built vessel, Nordic Hawk.

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(8)Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2023, for the financing of the 2016-built vessel, Nordic Hawk. Estimate is based on applicable interest rate as of December 31, 2023.

(9)Refers to the future obligation as of December 31, 2023, to pay for operating lease liabilities at nominal values.

As of December 31, 2023, we do not have any liabilities, contingent or otherwise, that we would consider to be off-balance sheet arrangements.
Cash Flows
The following table shows our net cash flows from operating, investing and financing activities for the periods ended December 31, 2023, 2022 and 2021.
All figures in USD ‘000 2023  2022  2021 
Net Cash Provided by / (Used in) Operating Activities
  
139,445
   
24,134
   
(44,458
)
Net Cash Used in Investing Activities
  
(73,670
)
  
(14,343
)
  
(3,465
)
Net Cash Provided by / (Used In) Financing Activities
  
(95,672
)
  
9,005
   
30,513
 
Net Increase / (Decrease) in Cash, Cash Equivalents and Restricted cash
  
(29,897
)
  
18,796
   
(17,410
)
Cash, Cash Equivalents and Restricted Cash at Beginning of Year
  
63,302
   
44,648
   
62,070
 
Cash, Cash Equivalents and Restricted Cash at End of Year
  33,361   63,302   44,648 

YEAR ENDED DECEMBER 31, 2023, COMPARED TO YEAR ENDED DECEMBER 31, 2022
Cash flows provided by / (used in) operating activities increased to $139.4 million for the year ended December 31, 2014 compared to $19.62023, from $24.1 million for the year ended December 31, 2013, a decrease of 24%. The decrease of $4.7 million is a result of charges of $3.6 million related to the acquisition of Scandic and $1.0 million in legal fees related to the Gulf Navigation Holding PJSC arbitration recognized in 2013.
Depreciation expenses were $80.5 million for the year ended December 31, 2014 compared to $74.4 million for the year ended December 31, 2013, an increase of 8.2%. The increase of $6.1 million in depreciation expenses for the year ended December 31, 2014 compared to the year ended December 31, 2013 is a result the addition of two new vessels and of drydocking cost capitalized for seven vessels in 2013 being amortized over a full year in 2014.
We recorded no settlement loss during the year ended December 31, 2014 compared to $5.0 million for the year ended December 31, 2013. The settlement loss relates to a preexisting contractual relationship between us and Scandic, which was recognized when the purchase of Scandic was completed.
We recorded a success fee received of $1.5 million during the year ended December 31, 2014. The success fee, which is presented as fees for services provided in the Statements of Operations, was received in relation to the successful listing of NAO on the New York Stock Exchange, or the NYSE, in June 2014.
Net operating loss was $4.8 million for the year ended December 31, 2014 compared to a net operating loss of $93.6 million for the year ended December 31, 2013, a decrease of 94.9%. The decrease in net operating loss of $88.8 million is primarily caused by the increase in net voyage revenues caused by significant improvements in the spot market rates, and charges of $8.6 million related to the acquisition of Scandic and of $1.0 million related to the Gulf Navigation Holding PJSC arbitration in 2013.
Interest expense was $12.2 million for the year ended December 31, 2014 compared to $11.5 million for the year ended December 31, 2013. The increase in interest expenses for the year ended December 31, 2013 is due to a higher average margin for the year ended December 31, 2014 compared to the year ended December 31, 2013.
Gain on shares of $3.3 million in 2014 relates to gain on shares held in NAO in connection with the initial public offering and dividend in kind in 2014.
Equity Income increased by $1.5 million in 2014 due to the increase in activity in NAO. For further information please see Item 7. Major Shareholders and Related Party Transactions.
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Inflation

Inflation has had only a moderate effect on our expenses given recent economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating costs.

B. Liquidity and Capital Resources

Equity Issuances

In April 2014, we completed an underwritten registered follow-on offering of 13,800,000 common shares at $8.62 per share. The net proceeds from the offering were approximately $113.4 million. The net proceeds of the offering were used to finance the acquisition of two vessels Nordic Sprinter and Nordic Skier, and for general corporate purposes.

 Our Borrowing Activities

2012 Credit Facility
On October 26, 2012, we entered into the 2012 Credit Facility, a $430.0 million revolving credit facility, with a syndicate of lenders in order to refinance the 2005 Credit Facility, fund future vessel acquisitions and for general corporate purposes. Amounts borrowed under the 2012 Credit Facility bear interest at an annual rate equal to LIBOR plus a margin and the Company pays a commitment fee, which is a percentage of the applicable margin, on any undrawn amounts. The 2012 Credit Facility original maturity date is in late October 2017.

Borrowings under the 2012 Credit Facility are secured by first priority mortgages over the Company's vessels and assignments of earnings and insurance. Under the 2012 Credit Facility, we are subject to certain covenants requiring among other things, the maintenance of (i) a minimum amount of equity; (ii) a minimum equity ratio; (iii) a minimum level of liquidity; and (iv) positive working capital.  The 2012 Credit Facility also includes customary events of default including non-payment, breach of covenants, insolvency, cross default and material adverse change. The Company is permitted to pay dividends in accordance with its dividend policy as long as it is not in default under the 2012 Credit Facility. The finance costs of $6.1 million incurred in connection with the refinancing of the 2012 Credit Facility are deferred and amortized over the term of the 2012 Credit Facility on a straight-line basis.

As of December 31, 2015 and 2014 the Company had $330.0 million and $250.0 million, respectively, outstanding under the 2012 Credit Facility and $100.0 million and $180.0 million, respectively, available for additional borrowing. We were in compliance with our loan covenants under the 2012 Credit Facility as of December 31, 2015 and December 31, 2014. Cash on hand was $29.9 million as of December 31, 2015.

Management believes that the Company's working capital is sufficient for its present requirements.

On December 17, 2015, we announced that the Company had agreed to extend and refinance the 2012 Credit Facility up to the end of 2020, with an increase in the facility from $430 million to $500 million. The extension was effective in January 2016.

Cash Flows

YEAR ENDED DECEMBER 31, 2015 COMPARED TO YEAR ENDED DECEMBER 31, 2014

Cash flows provided by operating activities increased to $174.4 million for the year ended December 31, 2015 from $57.5 million for the year ended December 31, 2014.2022. The change in cash flows provided by operating activities is primarily due to the improvementincreases in the market with increased rates and the increaseachieved in our fleet.2023 compared to 2022.

Cash flows used in investing activities increased to ($197.4)73.7) million for the year ended December 31, 20152023, compared to ($81.7)14.3) million for the year ended December 31, 2014.2022. The increase of cash flows used in investing activities areis primarily due to investmentsno proceeds from sale of vessels in vessels.2023 compared to $81.1 million in proceeds from vessel sales in 2022, offset by cash outlays related to investment in vessels in 2023 of $73.5 million compared to investment in newbuildings of $90.3 million in 2022.

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Cash flows provided by (used in)used in financing activities decreasedincreased to ($47.7)95.7) million for the year ended December 31, 20152023, compared to cash flow provided by (used in) financing activities of $59.4$9.0 million for the year ended December 31, 2014.2022. The decreaseincrease in cash flows used in financing activities is primarily due to the Company not issuingan increase of $67.1 million in dividends distributed in 2023 compared to 2022, no proceeds from issuance of common stock in 20152023 compared to proceeds of $49.1 million in 2022 and an increasereduced proceeds from vessel financing of $34.7 million in dividends. This was2023 compared to 2022, offset by utilizationreduced repayments of $46.2 million on our 2012 Credit Facility.vessel financing and borrowing facility in 2023 compared to 2022.

As of December 31, 2015, the Company had $100.0The cash, restricted cash and cash equivalents was $33.4 million available for additional borrowing under the 2012 Credit Facility. Cash on hand was $29.9(including $2.3 million in restricted cash) as of December 31, 2015. We believe that our borrowing capacity under the 2012 Credit Facility, together with the working capital, is sufficient to fund our ongoing operations and contractual obligations. For further information on contractual obligations please see Item 5. Operating and Financial Review and Prospects F. Tabular Disclosure of Contractual Obligations.2023.

YEAR ENDED DECEMBER 31, 20142022, COMPARED TO YEAR ENDED DECEMBER 31, 20132021

Cash flows provided by / (used in) operating activities increased to $57.5$24.1 million for the year ended December 31, 20142022, from ($47.3)44.5) million for the year ended December 31, 2013.2021. The change in cash flows provided by (used in) operating activities iswas primarily due to an increaseincreases in spot market rates a decreaseachieved in offhire days and cash tied up in short term receivables.2022 compared to 2021.

Cash flows (used in)used in investing activities increased to ($81.7)14.3) million for the year ended December 31, 20142022, compared to ($73.3)3.5) million for the year ended December 31, 2013. Cash2021. The increase of cash flows used in investing activities during 2013was primarily consisteddue to proceeds of $81.1 million from sale of vessels in 2022 compared to $14.3 million in 2021, offset by increased investment in vessels of $1.2 million in 2022 compared to 2021, and an increase in investment in vessels under construction in 2022 of $77.0 million compared to 2021 related to the delivery of the investmenttwo newbuildings in NAOMay and acquisitionJune 2022.
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Cash flows provided by financing activities decreased to $59.4$9.0 million for the year ended December 31, 20142022, compared to cash flow provided by financing activities of $130.9$30.5 million for the year ended December 31, 2013.2021. The decrease iswas primarily due to less capital raisedan increase of $ 13.0 million in distributed dividends in 2022 compared to 2021, a decrease of $31.0 million in proceeds from issuance of common stock in 2022 compared to 2021, increases of $63.1 million in repayments of borrowings and $3.5 million in repayments of vessel financing in 2022 compared to 2021, offset by an increase of $88.0 million in dividends distributed.proceeds from borrowing activities related to the two newbuildings delivered to us in 2022.

C. ResearchThe cash, restricted cash and Development, Patents and Licenses, Etc.cash equivalents was $63.3 million (including $2.3 million in restricted cash) as of December 31, 2022.

C.Research and Development, Patents and Licenses, Etc.
Not applicable.

D.Trend Information
D. Trend Information

The oil tanker industry has been highly cyclical, experiencing volatility in charterhirecharter hire rates and vessel values resulting from changes in the supply of and demand for crude oil and tanker capacity. See "Item“Item 4. Information on the Company – Company—B. Business Overview –The International Tanker Market."”

E. Off Balance Sheet Arrangements

As of December 31, 2015, we do not have any off-balance sheet arrangements.

F. Tabular Disclosure of Contractual Obligations

The Company's contractual obligations as of December 31, 2015, consist of our obligations as borrower under our 2012 Credit Facility, preliminary contracts on two new vessels and our deferred compensation agreement for our Chairman, President and CEO and our Chief Financial Officer and EVP.

The following table sets out financial, commercial and other obligations outstanding as of December 31, 2015.
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Contractual Obligations in $'000s Total  Less than 1 year  
1-3
years
  3-5 years  More than 5 years 
2012 Credit Facility (1)  330,000   -   330,000   -   - 
Interest Payments (2)  20,061   11,044   9,017   -   - 
Commitment Fees (3)  2,143   1,180   963   -   - 
Deferred Compensation Agreement (4)  12,838   -   1,320   1,320   10,198 
Newbuilds (5)  64,000   32,000   32,000   -   - 
Total  429,042   44,224   382,650   -   2,169 

Notes:
(1)E.Refers to obligation to repay indebtedness outstanding as of December 31, 2015*.
(2)Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2015*. Estimate based on applicable interest rate and drawn amount as of December 31, 2015*.
(3)Refers to estimated commitment fees over the term of the indebtedness outstanding as of December 31, 2015*. Estimate based on applicable commitment fee and drawn amount as of December 31, 2015*.
(4)Refers to estimated deferred compensation agreements payable to the Company's CEO and CFO as of December 31, 2015.
(5)Refers to obligation to pay for two newbuilding contracts for vessels to be delivered.Critical Accounting Estimates

* On December 17, 2015, the Company announced that we had agreed to extend and refinance the 2012 Credit Facility up to end 2020, with an increase in the facility from $430 million to $500 million. As the extension was taken into effect in January 2016 it is not included in the table above. Under the new facility, estimated contractual obligations for interest payments and commitment fees over the new terms of indebtedness outstanding of December 31, 2015 would have been $40.9 million and $6.6 million, respectively.

The disclosed contractual obligations are based on estimates as of December 31, 2015. There may be uncertainties on the future obligations related to interest and commitment fees, as the LIBOR rate and the drawn amount may fluctuate.

CRITICAL ACCOUNTING ESTIMATES

We prepare our financial statements in accordance with accounting principles generally accepted in the United States, of America, or U.S. GAAP. Following isOn a discussion ofregular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that involve a high degree of judgmentour consolidated financial statements are presented fairly and the methods ofin accordance with U.S. GAAP. However, because future events and their application.effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. For a further description of our material accounting policies, please seeread Item 18. Financial Statements - Note 2 - Summary of Significant Accounting Policies.

Revenues and voyage expenses

Revenues and voyage expenses are recognized on an accruals basis. Revenues are generated frombasis over the duration of each spot charter.
For vessels operating on spot charters, and cooperative arrangements.

Voyagevoyage revenues and voyage expenses are recognized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis under ASC 606 and, therefore, are allocated between reporting periods based on the relative transit time in each period.period, and revenue is therefore recognized on a pro-rata basis commencing on the date that the cargo is loaded and concluded on the date of discharge of the cargo. Voyage expenses are capitalized between the discharge port of previous cargo, or contract date if later, and the load port of the cargo to be chartered if they qualify as fulfillment costs. Incremental cost to obtain a contract is capitalized and amortized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis. The impact of recognizing voyage expenses ratably over the length of each voyage is not materially different on a quarterly and annual basis from a method of recognizing such costs when incurred. Probable losses on voyages are provided for in full at the time such losses can be estimated. Based on the terms of the customer agreement, a voyage is deemed to commence upon the completion of discharge of the vessel's previous cargo and is deemed to end upon the completion of discharge of the current cargo. However, weWe do not capitalize fulfilment cost or recognize revenue ifwhen a charter has not been contractually committed to by a customercustomer.
Vessels – Depreciation, Impairment, Useful life and Residual values
The carrying value of the Company, even if the vessel has discharged its prior cargo andCompany’s vessels is sailing to the anticipated load port on its next voyage.

Spot Charters: Revenue is generated from freight billing, as the Company is responsible for paying voyage expenses and the charterer is responsible for any delayreflecting each vessel’s original cost price at the loading or discharging ports. When the Company's tankers are operating on spot charters the vessels are traded fully at the risk and rewardtime it was acquired less accumulated depreciation calculated using an estimated useful life of the Company. The Company considers it appropriate to present the gross amount of earned revenue25 years from the spot charter, showing voyage expenses related todate of delivery from the voyage separately in the Statements of Operations.

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Long-lived assets

A significant part of the Company's total assets consists of our vessels. The oil tanker market is highly cyclical. The useful lives of our vessels are principally dependent on the technical condition of our vessels.

Vessels are stated at their historical cost, which consists of the contracted purchase price and any direct expenses incurred upon acquisition (including improvements, on site supervision expenses incurred during the construction period, commissions paid, delivery expenses and other expenditures to prepare the vessel for its initial voyage) less accumulated depreciation. Financing costs incurred during the construction period of the vessels are also capitalized and included into each vessel's cost based on the weighted average method. Certain subsequent expenditures for conversions and major improvements are also capitalized if it is determined that they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessel.shipyard. Depreciation is calculated based on cost less estimated residual value and is provided over the estimated useful life of the related assets using the straight-line method. The estimated useful life of a vessel is 25 years from the date the vessel is delivered from the shipyard. Repairs and maintenance are expensed as incurred.

Management uses considerable judgment when establishing the depreciable lives of our vessels. In order to estimate useful lives of our vessels, Management must make assumptions about future market conditions in the oil tanker market. We consider the establishment of depreciable lives to be a critical accounting estimate.

We are not aware of any regulatory changes or environmental liabilities that we anticipate will have a material impact on our current or future operations.

Drydocking

The Company's vessels are required to be drydocked approximately every 30 to 60 months. The Company capitalizes a substantial portion of the costs incurred during drydocking and amortizes those costs on a straight-line basis from the completion of a drydocking or intermediate survey to the estimated completion of the next drydocking. Drydocking costs include a variety of costs incurred while vessels are placed within drydock, including expenses related to the in dock preparation and port expenses at the drydock shipyard, general shipyard expenses, expenses related to hull, external surfaces and decks, expenses related to machinery and engines of the vessel, as well as expenses related to the testing and correction of findings related to safety equipment on board.  Consistent with prior periods, the Company includes in capitalized drydocking those costs incurred as part of the drydock to meet classification and regulatory requirements. The Company expenses costs related to routine repairs and maintenance performed during drydocking, and for annual class survey costs. Ballast tank improvements are capitalized and amortized on a straight-line basis over a period of eight years. The capitalized and unamortized drydocking costs are included in the book value of the vessels. Amortization expense of the drydocking costs is included in depreciation expense.

If we change our estimate of the next drydock date, we will adjust our annual amortization of drydocking expenditures accordingly.

Vessel Impairment

The carrying values of the Company'sCompany’s vessels may not represent their fair value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Historically, both charter rates and vessel values tend to be cyclical.
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Our vessels are evaluated for possible impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel may not be recoverable. Undiscounted future cash flows are estimated on a vessel-by-vessel basis if events or circumstances indicate that carrying amounts may not be recoverable. If the estimated undiscounted future cash flows expected to result from thecontinued use of the vessel and its eventual dispositiondisposal is less than the carrying amount of the vessel, the vessel is deemed to be impaired. Impairment charges mayWhen applicable, we also consider if there are other factors that impact the probability for disposal of a vessel at its fair value before the end of its useful life. If a vessel is deemed to be limited to each individual vessel. There was no impairment on vessels for the years ended December 31, 2015, 2014 or 2013.  The amount ofimpaired, the impairment charge is measured asrecognized based on the difference between the fair value of the vessel and its carrying value. Fair value is based on broker estimates that could be adjusted if there are actual entity-specific comparable transactions available. A new cost basis is established if the vessel’s carrying value andis reduced after impairment charge is recorded.
As of December 31, 2023, we have considered as a first step whether there were events or changes in circumstances that may indicate that the estimated faircarrying value of our vessels may not be recoverable including a consideration of whether any of the vessel. This assessment is made at the individual vessel level as separately identifiable cash flow information for each vessel is available.

35
In developingkey forward-looking assumptions applied in an impairment analysis, which include preparing estimates of future undiscounted cash flows, have developed negatively. There are several positive factors identified in the areas we closely monitor, such as (1) the expected upturn in freight rates materialized towards the end of 2022 and resulted in improved current earnings through 2023, (2) broker estimates for the coming years predict freight rates significantly above historical earnings and above broker estimates obtained one year ago, (3) a continued muted order book for Suezmax tankers and (4) higher vessel values than a year ago despite adding one year of age to the vessels. As a result, no indicators of impairment were identified in 2023.
When impairment indicators are identified, we develop estimates of future undiscounted cash flows, where we make assumptions and estimates about the vessels'vessels’ future performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures,expenditures/periodical maintenance, residual value and the estimated remaining useful life of each vessel. Many of these assumptions are relatively stable over time. However, charter rates are volatile and require management to apply significant judgment when assessing if impairment indicators are present, and when they are, for estimating future charter rates when preparing estimates of undiscounted cash flows.
The assumptions used to develop estimates of future undiscounted cash flows, when necessary, are based on historical trends as well as future expectations. The estimated net operating cash flowsrevenues are determined by considering an estimated daily time charter equivalent for the remaining operating days. We estimatedays over the useful life of the vessel. The daily time charter equivalent forrates are converted to annual forecasted revenues by multiplying the remaining operatingdaily rate by the number of days utilizing fifteen year historical average spot market rates for similar vessels over the remaining estimated life of the vessel, assumed to be 25 years from the delivery of the vessel from the shipyard, net of brokerage commissions, expected outflows for vessels' maintenance and vessel operating expenses (including planned drydocking expenditures). The salvage value used in the impairment test is estimated to be $9.7 million per vessel. If our estimate of undiscounted future cash flowsyear less days for any vessel is lower thanexpected off-hire and dry-docking. Although the vessel's carrying value, the carrying value is written down, by recording a charge to operations, to the vessel's fair market value if the fair market value is lower than the vessel's carrying value. Fair market value is calculated based on estimated discounted operating cashflow. Although we believeCompany believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance whether the actual outcome will be close to the estimates and assumptions applied, as the tanker market is volatile in respect of both vessel values and charter rates, and we might experience changes in demand for transportation services, oil production, regulations and the size of the global tanker fleet.

Estimated outflowsThe most important assumption in determining undiscounted cash flows, when necessary, is the estimated charter rates. Charter rates are volatile and the analyses have in prior periods been based on market rates obtained from third parties, in combination with historical achieved rates by us. We have historically applied an estimated daily time charter equivalents based on an average of several broker estimates for the first two years of our analysis. For the remaining period from year three and to the end of the useful life of each vessel, we have applied a daily time charter equivalent equalling the trailing fifteen-year historical company-specific average spot market rate. The broker estimates applied in year one and two are considered a more precise forecast as it captures the shorter-term expected market development of our business. The broker estimates are normally not available for a period exceeding two years. For year 3 and beyond, we believe that the 15-year historical company-specific average is a reasonable proxy for our expected cash flows as this average is most likely to encompass the charter rate cycles that our vessels will experience. We also monitor other external and internal factors including, but not limited to, our market capitalization, industry regulations, cost of operating the vessels and technological developments.
62
When we calculate the expected undiscounted net cash flows for the vessels, we deduct operating expenses and drydocking requirementsexpected cost of dry-docking and other expected capital expenditures from the operating revenues before adding an estimated residual value of the vessel at the end of its useful life. The operating expenses applied are based on the forecasted operating cost for the vessels, which is adjusted in subsequent periods for expected growth. We have historically applied a compounded growth factor to the operating expenses, which is calculated based on the average increase in our operating expenses over the last fifteen years. Estimated cash outflows for dry-docking are based on historical and budgeted costs. Finally,forecasted expenditure. Vessel utilization is based on historical average levels achieved.

The Total Fleet – Comparisonresidual value applied is a long-term estimate based on an estimated market price of Carrying Value versus Market Value: Duringscrap per ton multiplied by lightweight tonnage of the past six years,vessel, less estimated cost associated with scrapping the market valuesvessel. The scrap price applied is less than the prevailing scrap price for steel and is based on observation over a longer period of vessels have experienced particular volatility, with substantial declinestime to capture both peaks and troughs in many vessel classes. There are few transactionsmetal prices. A residual value of $8.0 million has been applied for depreciation purposes in the second handfinancial year ended December 31, 2023.  All vessels are maintained for and assumed to have a useful life of 25 years.
Further, we consider if there are present factors that impact the probability of disposal of a vessel before the end of its estimated useful life. These factors could include the current price of second-hand vessels, expected capital expenditure, prevailing freight rates and the price of oil. All vessels are held for use as of December 31, 2023.
Our fleet of Suezmax vessels experienced a positive valuation curve over the last years three years with values at the end of 2023 above the valuations received at the end of 2022 and 2021. The increase in 2021 was mainly driven by the increase in steel prices and the further increase in 2022 was considered as a reflection of strengthening of the freight rates in the Suezmax tanker market. The historically strong tanker market has continued in 2023 with a further surge in vessel values as reflection of the current freight market and the positive outlooks for Suezmax tankers.the industry. According to Clarkson Ltd. 114Research 205 Suezmax tankers were sold and bought in total during 2011, 2012, 2013, 2014the five-year period from 2019 to 2023, however such transactions may not be vessels as well maintained as the vessels in our fleet.
Estimates of market value assume that vessels are in good and 2015. seaworthy condition without need for repair and would be certified in class without notations of any kind. Most oil companies require CAP 2 notation or better. All relevant vessels in our fleet have CAP1 notation for Hull, as well as Machinery & Cargo. CAP is an abbreviation for Condition Assessment Program. The quality of the NAT fleet is at the top as evidenced by our vetting statistics, that is, inspections of our ships by clients. In such vetting processes safety for our crew, the environment and our assets are main considerations.
We believe that our fleet should be valued as a transportation system as it is not meaningful under our strategy to solely assess the value of each individual vessel.

Factorsvessel and conditions which could impact our estimates of future cash flows of our vessels include:

●Declines in prevailing market charter rates;

●Changes in behaviors and attitudes of our charterers towards actual and preferred technical, operational and environmental standards; and

●Changes in regulations over the requirements for the technical and environmental capabilities of our vessels.

Our estimates of market value assume that our vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified in class without notations of any kind, and are held for use. Our estimates are based on the estimated market values for our vessels that we have received from shipbrokers and these are inherently uncertain. The market value of a vessel as determined by shipbrokers could be an arbitrary assessment giving an estimate of a value for a transaction that has not taken place. There is very low liquidity in the secondhand market for our type of vessels. In Management's view the valuation of the Company on the NYSE should not besolely based upon net asset value (NAV)(“NAV”), a measure that only is linked to the steel value of our ships. We have our own ongoing system value with a large and homogenous fleet. Based onfleet allowing us to offer our unique business model an alternative methodtransportation services to measureour clients across the value of our fleet is the implied value expressed by the stock price.globe, well-functioning processes and established customer relationships with oil majors and other reputable customers.

The table set forth below indicates (i) the carrying value of each of our vessels as of December 31, 2015, (ii) which of those vessels we believe has2023, is $768.6 million. We have obtained broker estimates from two independent shipbrokers indicating a fair market value, based on shipbrokers reports, below its carrying value, and (iii) the aggregate difference between carrying value and market value represented by such vessels.

36
Vessel
 
Built
 Deadweight Tons  
 
Delivered to NAT
 
Carrying Value
$ millions
 
Nordic Harrier*1997 151,459  1997 21.7 
Nordic Hawk  *1997 151,475  1997 24.5 
Nordic Hunter*1997 151,401  1997 23.3 
Nordic Voyager*1997 149,591  2004 20.4 
Nordic Freedom*2005 159,331  2005 49.5 
Nordic Fighter*1998 153,328  2005 30.3 
Nordic Discovery*1998 153,328  2005 33.0 
Nordic Saturn*1998 157,331  2005 32.7 
Nordic Jupiter*1998 157,411  2006 33.9 
Nordic Apollo*2003 159,998  2006 50.4 
Nordic Moon*2002 160,305  2006 48.6 
Nordic Cosmos*2003 159,999  2006 50.9 
Nordic Sprite*1999 147,188  2009 33.1 
Nordic Grace*2002 149,921  2009 38.8 
Nordic Mistral*2002 164,236  2009 36.3 
Nordic Passat*2002 164,274  2010 37.4 
Nordic Vega*2010 163,940  2010 74.4 
Nordic Breeze2011 158,597  2011 56.5 
Nordic Aurora1999 147,262  2011 18.0 
Nordic Zenith2011 158,645  2011 57.0 
Nordic Sprinter2005 159,089  2014 35.1 
Nordic Skier2005 159,089  2014 35.1 
Nordic Light2010 158,475  2015 60.3 
Nordic Cross2010 158,475  2015 60.6 

*Indicates vessel for which we believe that the carrying value of the vessel exceeds the market value, based on uncertain estimates by shipbrokers as of December 31, 2015. We believe that the aggregate carrying value of our vessels exceeds their aggregateheld and used on a charter free basis to be $1,133.9 million, based on an average of the two estimates including the inherent uncertainty in such estimates.
Vessel
 
Built
Deadweight Tons 
Carrying
Value $
(millions)
Dec 31,
2023
Carrying
Value
$ (millions)
Dec 31,
2022
 
Nordic Apollo
2003159,998 16.914.5 
Nordic Pollux
2003150,103 16.419.0 
Nordic Luna
2004150,037 19.022.0 
Nordic Castor
2004150,249 16.719.1 
Nordic Freedom
2005159,331 26.930.6 
Nordic Sprinter
2005159,089 21.123.8 
Nordic Skier
2005159,089 21.722.3 
Nordic Light
2010158,475 38.641.6 
Nordic Cross
2010158,475 38.841.9 
Nordic Vega*
2010163,940 48.552.3 
Nordic Breeze
2011158,597 39.842.7 
Nordic Zenith
2011158,645 40.443.2 
Nordic Hawk**
2016157,594 72.0- 
Nordic Star
2016157,738 49.251.8 
Nordic Space
2017157,582 50.052.9 
Nordic Tellus
2018157,407 49.149.2 
Nordic Aquarius
2018157,338 47.747.9 
Nordic Cygnus
2018157,526 48.048.4 
Nordic Hunter
2022157,037 54.156.2 
Nordic Harrier
2022157,094 53.755.7 
* The vessel marked with an asterisk has a fair value that is lower than the carrying value. The fair market value indicated by approximately $167.1 million.

Goodwill
We allocate the cost of acquired companiesbrokers has increased more than 10% compared to the fair valuebroker valuation received at the end of identifiable tangible2022.
** Nordic Hawk was acquired in December 2023

63
Events and intangible assets and liabilities acquired, with the remaining amount being classified as goodwill. Our future operating performance may be affected by the potential impairment chargescircumstances which could impact assumptions related to goodwill. Accordingly, the allocation of the purchase price to goodwill may affect our future operating results. Goodwill is not amortized, but reviewed for impairment annually or more frequently if impairment indicators arise. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis.

The allocation of the purchase price of acquired companies requires management to make significant estimates and assumptions, including estimates of future cash flows expected to be generated byof our vessels include:
Declines in prevailing market charter rates
Changes in behaviours and attitudes of our charterers towards actual and preferred technical, operational and environmental standards
Changes in regulations over the acquired assetsrequirements for the technical and the appropriate discount rate to value these cash flows. In addition, the processenvironmental capabilities of evaluating the potential impairment of goodwill is subjective and requires significant judgment at many points during the analysis.our vessels

As of December 31, 2015 and December 31, 2014, we had one reporting unit with goodwill attributable to it.

As of the date of this annual report, we do not believe that there is a reasonable possibility that the goodwill might be impaired within the next year. However, certain factors that impact our goodwill impairment tests are inherently difficult to forecast and as such we cannot provide any assurances that an impairment will or will not occurUnexpected changes in the future. An assessment for impairment involves a numberlevels of assumptions and estimates that are based on factors that are beyond our control. Please read "Part I—Forward-Looking Statements."Suezmax tanker newbuilding orders or recycling
 
Recent Accounting Pronouncements:
Increased inflation as a result of factors outside our control
 
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, which provides new authoritative guidance on the methods of revenue recognition
Changes in steel prices
Political uncertainty including changes in trading routes and related disclosure requirements. The ASU will be effective for the first interim period beginning after December 15, 2017 and early adoption is not permitted. The Company is in the process of evaluating the impact of this standard, if any, on its consolidated statements and related disclosures.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides new authoritative guidance regarding management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The standard is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is not planning to early adopt, and the adoption is not expected to have material impact on the consolidated financial statements.
37
demand
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides new authoritative guidance regarding whether reporting entities should consolidate certain legal entities. The standard is effective for annual periods beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. A reporting entity also may apply the amendments retrospectively. The Company is not planning to early adopt, and the adoption is not expected to have material impact on the consolidated financial statements
In April 2015, the FASB issued ASU No. 2015-03,  Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs related to a recognized debt liability to be presented in the Balance Sheets as a direct deduction from the debt liability rather than as an asset. In August 2015, ASU 2015-15 clarified this standard to state that debt issuance costs of line of credit arrangements would not be required to be reclassified from other assets to liabilities. Upon adoption, an entity must apply the new guidance retrospectively to all prior periods presented in the financial statements. The Company will adopt the standard effective January 1, 2016 which will result in the netting of our deferred financing costs against long-term debt balances in the Balance Sheets for the periods presented and related disclosure. There will be no impact to the manner in which deferred financing costs are amortized in our consolidated financial statements.

In July 2014, the FASB issued ASU No. 2015-11, Inventory (Topic 330) – Simplifying the Measurement of Inventory, which requires an entity to measure inventory at the lower of cost and net realizable value. The amendments in the update are effective for fiscal years beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not been previously issued. The Company is not planning to early adopt, and the adoption is not expected to have material impact on the consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), introducing a new lessee model to determine classification of leases. The amendments in the Update are effective for fiscal years beginning after December 15, 2018. Early adoption of the amendments is permitted. The Company is not planning to early adopt, and the adoption is not expected to have material impact on the consolidated financial statements.

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.Directors and Senior Management

A. Directors and Senior Management

Directors and Senior Management of the Company

Set forth below are the names and positions of our directors of the Company and senior management of the Company. The directors of the Company are elected annually, and each elected director elected holds office until a successor is elected. Officers are elected from time to time by vote of the respective Board of Directors and holdholds office until a successor is elected.
 
The Company

NameAgePosition
Herbjørn Hansson
7668
Founder, Chairman, Chief Executive Officer, President and Director
Andreas Ove Ugland
Alexander Hansson
4261
Non-Executive Vice Chairman
Jenny Chu
70
Non-Executive Director and Audit Committee ChairmanChair
Jan Erik Langangen65Director
James Gibbons52Director
Richard H. K. Vietor
Jim Kelly
70
Non-Executive Director
Jim Kelly
Bjørn Giaever
5662Director and Audit Committee Member
Turid M. Sørensen55
Chief Financial Officer & EVP
Frithjof Bettum54Senior Vice President Technical Operations
Paal Stenberg44Vice President – Technical Operations and Vetting
Jan H. A. Møller31Head of Investor Relations & Financial Manager
John G. Bernander58Advisor *
Marianne Lie54Advisor *

* part time

38

Certain biographical information with respect to each director and senior management of the Company listed above is set forth below.

64
Herbjørn Hansson earned his M.B.A. at the Norwegian School of Economics and Business Administration and attended Harvard Business School. In 1974 he was employed by the Norwegian Shipowners'Shipowners’ Association. In the period from 1975 to 1980, he was Chief Economist and Research Manager of INTERTANKO, an industry association whose members control about 70% of the world'sworld’s independently owned tanker fleet, excluding state owned and oil company fleets. During the 1980s, he was Chief Financial Officer of Kosmos/Anders Jahre, at the time one of the largest Norwegian based shipping and industry groups. In 1989, Mr. Hansson founded Ugland Nordic Shipping AS, or UNS, which became one of the world'sworld’s largest owners of specialized shuttle tankers. He served as Chairman in the first phase and as Chief Executive Officer as from 1993 to 2001 when UNS, under his management, was sold to Teekay Shipping Corporation, or Teekay, for an enterprise value of $780.0 million. He continued to work with Teekay, recently asand reached the position of Vice Chairman of Teekay Norway AS, until he started working full-time for the Company on September 1, 2004. Mr. Hansson is the founder and has been Chairman and Chief Executive Officer of the Company since its establishment in 1995. He also has been a member of various governing bodies of companies within shipping, insurance, banking, manufacturing, national/international shipping agencies including classification societies and protection and indemnity associations. Mr. Hansson is fluent in Norwegian and English, and has a command of German and French for conversational purposes.

Andreas Ove UglandAlexander Hansson has been a director of the Company since 1997. Mr. Ugland has also served as directorNovember 2019 and Chairman of Ugland International Holding plc, a shipping/transport company listed on the London Stock Exchange; Andreas Ugland & Sons AS, Grimstad, Norway, Høegh Ugland Autoliners AS, Oslo and Buld Associates Inc., Bermuda. Mr. Ugland has spent his whole career in shipping in the Ugland family owned shipping group. Mr. Ugland is Chairman of our Audit Committee.

Jan Erik Langangen has been a director ofemployed by the Company since June 2010.2009. In February 2024, Alexander Hansson has been promoted to Vice Chairman. Mr. Langangen wasHanssonis an investor in various markets globally and has made several successful investments in both listed and privately held companies. Mr. Hansson is the Executive Vice President, Business Development and Legal from November 2004 until September 2010. From October 2010 Mr. Langangen is employed by the Company. Mr. Langangen previously served as the Chief Financial Officer from 1979 to 1983, and as Chairmanson of the Board from 1987 to 1992, of Statoil, an oilCompany’s Chairman and gas company that is controlled by the Norwegian government and that is the largest company in Scandinavia. He also served as Chief Executive Officer of UNI Storebrand from 1985 to 1992. Mr. Langangen was also Chairman ofand he has built a network over the Board oflast 20 years in the Norwegian Governmental Value Commission from 1998 to 2001, being appointed by the Norwegian Prime Minister. Mr. Langangen is a partner of Langangen & Helset, a Norwegian law firmshipping and previously was a partner of the law firm Langangen & Engesæth from 1996 to 2000finance sector. He has operated shipping and of the law firm Thune & Co. from 1994 to 1996. Mr. Langangen received a Masters of Economics from The Norwegian School of Business Administrationtrading offices in London and his law degree from the University of Oslo.

James Gibbons has been a director of the Company since September 2013. Mr. Gibbons was educatedMonaco. He studied at Harrow School, England and received a BSBA in Finance from Georgetown University in 1985. Mr. Gibbons has worked as a registered representative for Prudential Bache Securities 1985to 1986, as a Director of Gibbons Management Services Limited from 1986 to 1989, as Managing Director of Gibbons Deposit Company Limited from 1989to 1999, as President and CEO of CAPITAL G Limited from 1999 to 2010 Chairman of Capital G Bank Limited 1999 to 2013 and is currently Treasurer of Edmund Gibbons Limited, the Chairman of Harbour International Trust Company Limited, a Director of Capital G Bank Limited and President of Bermuda Air Conditioning Limited. Mr. Gibbons is an Independent Director of RenaissanceRe Holdings Ltd and other Boards, and was a member of Bermuda Government's Council of Economic Advisors, The Waterfront Task Force, and Monetary Advisory Committee, the Mayor's Commission on the Future of the City of Hamilton and Public Funds Investment Committee. Mr. Gibbons is currently a member of Youthnet's Advisory Board and an Honorary Trustee of the Bermuda Underwater Exploration Institute.

Richard H. K. Vietor has been a director of the Company since July 2007. Mr. Vietor is the Paul Whiton Cherrington Professor of Business Administration where he teaches courses on the regulation of business and the international political economy.  He was appointed Professor in 1984.  Before coming to Harvard Business School in 1978, Professor Vietor held faculty appointments at Virginia Polytechnic Institute and the University of Missouri.  He received a B.A. in economics from UnionEBS Regents College in 1967, an M.A. in history from Hofstra University in 1971, and a Ph.D. from the University of Pittsburgh in 1975.London, United Kingdom.

39
Jim Kelly has been a director of the Company since June 2010. Mr. Kelly has worked for Time Inc., the world'sworld’s largest magazine publisher, since 1978. He served as Foreign Editor during the fall of the Soviet Union and the first Gulf War and was named Deputy Managing Editor in 1996. In 2001, Mr. Kelly became the magazine'smagazine’s managing editor, and during his tenure the magazine won a record four National Magazine awards. In 2004, Time Magazine received its first EMMA for its contribution to the ABC News Series "Iraq:“Iraq: Where Things Stand."” In late 2006, Mr. Kelly became the managing editor of all of Time Inc., helping supervise the work of more than 2,000 journalists working at 125 titles, including Fortune, Money, Sports Illustrated and People. Since 2009, Mr. Kelly has worked as a consultant at Bloomberg LP and taught at Princeton and Columbia Universities. Jim Kelly was elected as member of our Audit Committee in February 2012.

Turid M. Sørensen Mr. Kelly was appointed Chief Financial Officer & Executive Vice President June 1, 2012. She previously served as Chief Financial Officer from February 6, 2006.the Chairman of the Audit Committee on March 8, 2020. Ms. Sørensen hasJenny Chu took over the role as Chair of the Audit Committee in May 2022.
Jenny Chu was appointed to the Board of Nordic American Tankers on April 4, 2022. Ms. Chu is a Bachelor's DegreeUS citizen, born in Business Administration from the Norwegian School of Management, a M.B.A. in Management Control from the Norwegian School of Economics and Business Administration and Advanced Management Program from Harvard Business School. She has 29South-Korea, with more than 25 years of experience in the shipping industry. During the period from 1984 to 1987, she workedfinancial services industry working with wealth planning for Anders Jahre ASultra-high net worth individuals in Morgan Stanley, UBS, JP Morgan and Kosmos AS in NorwayMerrill Lynch Wealth Management. She was Managing Director at JP Morgan Securities and held various positions within accounting and information technology. In the period from 1987 to 1995, Ms. Sørensen was Manager of Accounting and IT for Skaugen PetroTrans Inc., in Houston, Texas. After returning to Norway she was employed by Ugland Nordic Shipping ASA and Teekay Norway AS asSenior Vice President Accounting. From October 2004 until her appointmentfor Merrill Lynch both in Century City, California, US. She is currently Head of Global Business Development in The Boars’ Club, a by-invitation private international investment club for principals of single family offices. She is a director at the Korean American Chamber of Commerce, member of the Korea Trade Investment Promotion Agency (KOTRA) and several other director- and memberships. Ms. Chu knows and has been a close contact for NAT for many years and she brings valuable knowledge, experience and network to NAT, both in the US and in Asia. Jenny Chu has been the Chair of the Audit Committee since May 2022.

Bjørn Giaever joined the Company as Chief Financial Officer in February 2006, she served as our Treasurer and Controller. In June 2012, she became Chief Financial Officer & EVP.

Frithjof Bettum was appointed Senior Vice President—Technical Operations & CharteringSecretary on October 1, 2005.16, 2017. Mr. BettumGiaever has a Mechanical Engineering degree from Vestfold University College. Mr. Bettum hasover 25 years of experience in the shipping & offshore industry, holding key roles in corporate finance and equity research. He joined the offshore business. From 1984 to 1992, Mr. Bettum was employed by Allum EngineeringCompany from Fearnley Securities AS, in Sandefjord, Norway where he served as project manager. At Allum Engineering AS Mr. Bettum worked on projectspartner and director in the areas of engineering, the new building and conversion management of shuttle tankers, Floating Production, Storage and Offloading (FPSO), semi-submersible drilling units and the shore based manufacturer industry. From 1993 to 2001, Mr. Bettum was employed by Nordic American Shipping AS (which later became Ugland Nordic Shipping ASA) where he served as Technical Director in Ugland Nordic Shipping ASA and President of Ugland Stena Storage AS. In 2004, Mr. Bettum joined Teekay Norway AS as Director Offshore where he was responsible for business development, the daily operations of the company and the conversion of shuttle tankers and offshore units.

Paal Stenberg was appointed Vice President Vetting & Technical Operations in 2013 after nearly a year in the position as Vice President Vetting. Paal Stenberg has a Maritime Education from Bakkenteigen Nautical College in Norway. He has 21 years of experience in the Shipping Industry commencing his career in the Royal Norwegian Navy. He has served as Deck Officer on Chemical Tankers and he ended his sea career on Shuttle Tankers as Captain for Ugland Nordic Shipping. After ended sea career, he joined Transpetrol as HSEQ Superintendent as well as Designated Person in the company in 2005. From 2007, he was given the position as Marine-& HSEQ Manager for Transpetrol in addition to the position as Designated Person in the company where he worked until he took up the position as Vice President Vetting in our company early 2013.

Jan H. A. Møller was appointed Financial Manager on June 1, 2013. Mr. Møller has a Master's Degree in Audit and Accounting from the Norwegian School of Economics and Business Administration, and is a State Authorized Public Accountant.Corporate Finance division. From 2006 to 20132010, Mr. Møller was employed by KPMG as an auditor and consultant and worked in both capacities with several companies with securities listed on exchanges in both Europe and the United States.

John G. Bernander was appointed Advisor to the Chairman in June 2012. After some yearsGiaever served as a practicing lawyer andsenior corporate counsel for companies such Johan G Olsen Industrier AS andadvisor in the regional bank Sørlandsbanken AS heJohn Fredriksen group in London. In addition, Mr. Giaever has been engageda top-rated Shipping Analyst at DNB Markets and partner at Inge Steensland AS, specializing in politics both on the regionalchemical, gas and national scene. He isproduct shipping. Mr. Giaever holds a former Member of Parliament, Deputy Minister of the Department of TradeBSc in business and Industry and of the City Council of Kristiansand. From 1991 to 1994 he was the Deputy Leader of the Conservative Party. After leaving active politics he has held a number of positions in Norwegian commercial life, most notably as CEO of the Gard P&I Club and Gard Services AS (1993 to 2001), CEO and Editor in Chief of the Norwegian Broadcasting Company, NRK (2001 to 2007) and until recently CEO of the Norwegian Federation of Enterprises, NHO (2009 to 2012) Norway.economics.

4065
B.Compensation
Marianne Lie was appointed AdvisorDuring the year ended December 31, 2023, we have paid aggregate cash compensation of $6.0 million to our directors and executive officers (five persons). The amount includes the cash compensation paid for managing our operations in Monaco. In addition, we have in 2023 expensed $1.4 million related to stock options granted to our directors and executive officers under the 2011 Equity Incentive Plan.
We entered into an agreement in 2020, whereby our Founder, Chairman, in June 2009. Having broad international experience, Marianne LiePresident and Chief Executive Officer has been and still is a board member of several Norwegian companies mainly within the shipping, offshore business, energy and finance industries. She is a member of the shareholders Committee of the Central Bank of Norway. She was in the Norwegian Shipowners Association from 1988right to have his present position until 1998,2027, after which she was managing director ofhe may become non-executive Chairman as long as he lives. Our Chief Financial Officer has a regular contribution pension plan in line with the Norwegian Branch of Vattenfall, a Swedish based energy group. Ms. Lie was also a board member of the Finnish energy group Fortum. She was managing director of the Norwegian Shipowners Association from 2002 to 2008. Ms. Lie has studied law and political science at the University of Oslo.Company’s policy for employees.

B. Compensation

2011 Equity Incentive Plan

In 2011, theThe Board of Directors approved an equity incentive plan underin 2011, which a maximum of 400,000 common shares were reserved for issuance. A total of 400,000 restricted common shares were allocated among 23 persons employed in the management of the Company and the members of the Board. 326,000 and 74,000 of the shares had a five year and four year trade restriction, respectively, and the shares are forfeited if the grantee discontinues working for the Company before that time.  The holders of the restricted shares are entitled to voting rights as well as receive dividends paid during the vesting period. The Board considers this arrangement to be in the best interests of the Company.

On January 10, 2013, the Board of Directorssubsequently has been amended the trade restrictions for 174,000 of the shares allocated under the 2011 Equity Incentive Plan and the trade restrictions were lifted.

As of December 31, 2015, a total number of 33,000 restricted common shares were allocated among 10 employees.

on several occasions. In December 2015,October 2019, we amended and restated the 2011 Equity Incentive Plan to reserve an additional 137,665 restricted shares1,000,000 stock options for issuance to persons employed in the management of the Company and members of the Board of Directors underDirectors. On October 28, 2019, the same termsCompany granted 755,000 and 234,000 stock options with vesting over a period of two and three years, respectively, and an exercise price of $4.70 per share. In October 2021, the vesting period for the 755,000 stock options that originally vested in October 2021 was prolonged with one year. The stock options vested in October 2022 without any options being exercised as the original plan.  The holdersstrike price of the restricted shares are entitled to voting rights as well as to receive dividends paid duringoptions was above the trade restriction period. On January 8, 2016, all 137,665 restricted shares reserved undershare price at the Amended and Restatedvesting date. After the expiration in October 2022, these options became eligible for re-distribution.
In November 2022, the 2011 Equity Incentive Plan were issuedwas amended to 30 persons.reserve an additional 3,000,000 stock options for issuance to persons employed in the management of the Company and members of the Board of Directors. On November 1, 2022, we granted 3,990,000 stock options with vesting over a period of two years and an exercise price of $3.60 per share, adjusted for dividends in the period, to 21 persons amongst our directors, employees and consultants. The options are exercisable in a period of 12 months following the vesting date. As of December 31, 2023, there are 3,855,000 options outstanding after forfeiture of 135,000 options during 2023.

A copy of the Amended and Restated 2011 Equity Incentive Plan is filed as Exhibit 4.144.11 to this annual report.

C.Board Practices
Compensation of Directors

The five directors received, in the aggregate, $400,000 in cash fees for their services as directors for the year ended December 31, 2015. The Vice Chairman of the Board of Directors received an additional annual cash compensation of $10,000 in 2015. The members of the Audit Committee receive an additional annual cash retainer of $12,000 each per year. The Chairman of the Audit Committee receives an additional annual cash compensation of $6,000 per year. We do not pay director fees to the Chairman, President and Chief Executive Officer. We do, however, reimburse all of our directors for all reasonable expenses incurred by them in connection with their services as members of our Board of Directors.

Executive Pension Plan

Our Chairman, President and Chief Executive Officer and our Chief Financial Officer & EVP have individual deferred compensation agreements. The Chief Executive Officer has served in his present position since the inception of the Company in 1995. Please see Note 6 to the audited financial statements for further information about the agreements.

41
Employment Agreements

As of December 31, 2015 we have employment agreements with Herbjørn Hansson, our Chairman, President & Chief Executive Officer and Turid M. Sørensen, our Chief Financial Officer & EVP, Mr. Hansson does not receive any additional compensation for his services as a director or Chairman of the Board.
C. Board Practices

The members of our Board of Directors serve until the next annual general meeting following his or her election.  The members of our current Board of Directors were elected at the annual general meeting held in 2015.2023.  Our Board of Directors has established an Audit Committee, consisting of twoa single independent directors, Mr. Ugland and Mr. Kelly.  Mr. Uglanddirector, Ms. Chu.  Ms. Chu serves as the audit committee financial expert. The members of the Audit Committee received during 2015, additional remuneration of $30,000 in aggregate for serving on the Audit Committee. The Audit Committee provides assistance to our 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, among other duties, recommends to the Board of Directors the independent auditors to be selected to audit our financial statements; meets with the independent auditors and our financial management to review the scope of the proposed audit for the current year and the audit procedures to be utilized; reviews with the independent auditors, and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company; and reviews the financial statements contained in the annual report to shareholders with management and the independent auditors.

Pursuant to an exemption for foreign private issuers, we are not required to comply with many of the corporate governance requirements of the NYSE that are applicable to U.S. listed companies, forcompanies. For more information, please see "Item 16G“Item 16G. Corporate Governance."”

There are no contracts between us and any of our directors providing for benefits upon termination of their employment.

D. Employees
66

As
Clawback Policy

In December 2023, our Board of Directors adopted a policy regarding the recovery of erroneously awarded compensation (“Clawback Policy”) in accordance with the applicable rules of NYSE and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended. Our Clawback Policy shall be administered by our Board of Directors who has the authority, in accordance with the applicable laws, rules and regulations, to interpret and make determinations necessary for the administration of the Clawback Policy, and may forego recovery in certain instances, including if it determines that recovery would be impracticable. The full text of our Clawback Policy is included as Exhibit 97.1 to this annual report.
D.Employees
All our shore-based employees have employment contracts and as of December 31, 2015, the parent company had two full-time employees and2023, the Company had a total of 21about 17 full time employees. We have fixed contracts with three ship managers, which operate under our direct instructions. All seafarers onboard our vessels have employment contracts via the technical management companies.
 
E.Share Ownership
E. Share Ownership

With respect to the total amount of common stockshares owned by all of our officers and directors individually and as a group, please see "Item“Item 7. "MajorMajor Shareholders and Related Party Transactions."”

F.Disclosure Of Registrant’s Action to Recover Erroneously Awarded Compensation
42Not applicable.

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.Major Shareholders

A. Major Shareholders

The following table sets forth information regarding beneficial ownership of our common shares for (i) owners of more than five percent of our common shares and (ii) our directors and officers, of which we are aware of the date of this annual reportreport.
 
Title Identity of Person No. of Shares  Percent of Class(1) 
Common
 
Hansson family (2)
  
6,905,659
   3.31% 
  
Jim Kelly
      * 
  
Jenny Chu
      * 
  
Bjørn Giæver
      * 
  
BlackRock, Inc (3)
      5.86% 
           
TitleIdentity of PersonNo. of SharesPercent of Class(1)
    
CommonHigh Seas AS (Hansson family)3,370,6953.8%
 Jim Kelly *
 Richard Vietor *
 Andreas Ove Ugland *
 Jan Erik Langangen *
 Turid M. Sorensen *
* Less than 1% of our common outstanding shares.
 
(1) Based on 89,182,001208,796,444 common shares outstanding as of the date of this annual report.
* Less than 1%
(2) The holdings between our founder, chairman & CEO, Herbjørn Hansson, and Alexander Hansson, are reported herein. Alexander Hansson is holding 2,650,000 of our outstanding shares.these shares personally.

(3) Based solely on the Schedule 13G filed on February 2, 2024.
As of December 31, 2015 institutions owned approximately 42%April 25, 2024, we had 453 holders of record in the United States, including Cede & Co., which is the Depositary Trust Company’s nominee for holding shares on behalf of brokerage firms, as a single holder of record. We had a total of 208,796,444 Common Shares outstanding as of the shares outstanding.date of this annual report.
B. Related Party Transactions

67
Orion Tankers Ltd.

Orion was acquired by the Company in January 2, 2013, and is a subsidiary and all intercompany balances and transactions have been eliminated in the consolidated financial statements.
Scandic American Shipping Ltd.

Effective January 10, 2013, we acquired Scandic for a purchase priceTable of $33.3 million, $18.1 million of which was paid in shares, $8.0 million of which was paid in cash. An amount of $7.2 million was payable to the seller, a company controlled by our President and CEO, for additional assets which we sold during the first quarter of 2013. The share component of the purchase price, 1,910,112 common shares purchased at $9.50 per share based on the trading price on the acquisition date, was subject to a one-year lock-up, while the cash component was primarily used by the seller to pay taxes associated with this transaction. In addition to gaining full direct control of Scandic's operations, we were no longer obligated to maintain Scandic's ownership of the Company's common shares at 2%. The Company shares owned by Scandic were not part of the transaction and remained with the seller. The acquisition was accounted for using the acquisition method.Contents
B.Related Party Transactions

Board MemberMembers and Employees:

Mr. Jan Erik Langangen, Board Member and advisor of the Company, is a partner of Langangen & Helset Advokatfirma AS, a firm which provides legal services to the Company. The Company recognized $0.1 million in costs in each of the years ended December 31, 2015, 2014 and 2013, respectively, for the services provided by Langangen & Helset Advokatfirma AS. These costs are included in "General and Administrative Expenses" within the Statements of Operations. No amounts were included within "Accounts Payable" at December 31, 2015 or at December 31, 2014.

In 2014, we entered intoWe have an agreement with an immediate familya company owned by a Board member of the Chairman, for the use of an asset owned by him for corporate and marketing activities. We pay a fixed annual fee for this agreementhave in 2023 paid operating cost of $1.3 million and fees associated with the actual use. The costIn 2023, 2022 and 2021, we recognized $0.2 million, $0.3 million and $0.3 million, respectively, for utilization of this arrangement for the year ended December 31, 2015 and December 31, 2014 was $0.1 million, which is included in General and Administrative costs.asset. No amounts were due to the related party as of December 31, 2015 or at December 31, 2014.

43
On January 8, 2016, a total number of 137,665 restricted common shares, reserved for issuance under the Amended2023 and Restated 2011 Equity Incentive Plan and that are subject2022 related to trade restrictions, were allocated among 30 persons employed in the managementuse of the Company and the members of the Board of Directors. The holders of the restricted shares are entitled to voting rights as well as to receive dividends paid during the period of trade restrictions.asset.
Nordic American Offshore Ltd.:
C.Interests of Experts and Counsel

NAO was established through the Private Placement on November 27, 2013 for the purpose of owning and operating Platform Supply Vessels, or PSVs, in the offshore sector. We acquired 4,333,566 of NAO's common shares in the Private Placement for a purchase price of approximately $65.0 million, which resulted in a 26% ownership interest in NAO. NAO was accounted for using the equity method of accounting.

In August 2014 we distributed 699,802 of our NAO shares to our shareholders as a dividend in kind, reducing its ownership to 17.1%.

In December 2014 we acquired 488,216 shares in NAO, giving us an ownership of 19.2% as of December 31, 2014.

In May 2015 NAO announced a share repurchase program of under which NAO may repurchase up to 2.5 million of its outstanding shares. Per December 31, 2015 NAO had repurchased 870,839 shares and had 22,560,531 shares outstanding.

In November 2015, we acquired 1,521,300 shares in a private transaction.

As of the date of this annual report, we own 29.0% of NAO's outstanding common shares and the investment is accounted for using the equity method of accounting.

As compensation for coordinating the Private Placement we received 833,333 warrants with an exercise price of $15.00 per common share. The warrants vest in 20% increments at each 10% increase in the volume weighted average price, or VWAP, of NAO's common shares between increases of 25% to 65%. The VWAP must be above an exercise level for a minimum of 10 business days, with a minimum trading volume of $2 million above exercise levels. The warrants expired on December 31, 2015. In 2014 333,333 warrants vested. The warrants were out of the money as of December 31, 2015 and December 31, 2014 and have no recognized value in the balance sheet as of these dates.

We received a success fee of $1.5 million after the successful listing of NAO on the NYSE in 2014. The success fee is presented as a separate line item in the Statements of Operations for the year ended December 31, 2014.

Scandic performed supportive functions for NAO from January 1, 2014 which generated external revenues for the Group. In addition, costs of $2.1 million, $2.2 million and $0.3 million incurred for the years ended December 31, 2015, 2014 and 2013 respectively associated with NAO were reimbursed.
44
C. Interests of Experts and Counsel

Not applicable.

ITEM 8.FINANCIAL INFORMATION
A.Consolidated Statements and other Financial Information

A. Consolidated Statements and other Financial Information

See Item 18.

Legal Proceedings

Nordic Harrier: In October 2010, Nordic Harrier was redelivered, fromTo our knowledge, we are not currently a long-term bareboat charter agreement,party to the Company, and went directly into drydock for repair. The drydock period lasted until the endany lawsuit that, if adversely determined, would have a material adverse effect on our financial position, results of April 2011. The vessel had not been technically operated according to sound maintenance practices by Gulf Navigation Company LLC, and the vessel's condition on redelivery to us was far below the contractual obligation of the charterer. All drydock expenses were capitalized and paid during 2011.operations or liquidity.

A London arbitration panel ruled in our favor at the end of January 2014 and awarded the Company $10.2 million plus direct costs and calculated interest. As of December 31, 2015, no amounts had been received and any future amounts will be recognized upon receipt. We are trying to protect our interest, but the outcome is uncertain.

Dividend Policy

Our policy is to declare quarterly dividends to shareholders as decided by the Board of Directors.  The dividend to shareholders could be higher than the operating cash flow or the dividend to shareholders could be lower than the operating cash flow after reserves as the Board of Directors may from time to time determine are required, taking into account contingent liabilities, the terms of our Credit Facility,borrowing agreements, our other cash needs and the requirements of Bermuda law.

TotalDividends declared in 2023 totalled $102.3 million and cash dividends distributed in 2015 were $123.1 million or $1.382023 totalled $89.8 million. The dividend of $0.06 per share.share declared in the fourth quarter of 2023 was paid on January 17, 2024. The quarterly cash dividend payments per share in 2015, 2014, 2013, 2012 and 2011over the last 5 years have been as follows:

Period 2015  2014  2013  2012  2011  2023  2022  2021  2020  2019 
1st Quarter $0.22  $0.12  $0.16  $0.30  $0.25  
$
0.15
  
$
0.01
  
$
0.02
  
$
0.07
  
$
0.04
 
2nd Quarter  0.38   0.23   0.16   0.30   0.30  
$
0.15
  
$
0.02
  
$
0.02
  
$
0.14
  
$
0.03
 
3rd Quarter  0.40   0.28*  0.16   0.30   0.30  
$
0.13
  
$
0.03
  
$
0.01
  
$
0.20
  
$
0.01
 
4th Quarter  0.38   0.14   0.16   0.30   0.30  
$
0.06
  
$
0.05
  
$
0.01
  
$
0.04
  
$
0.02
 
Total $1.38  $0.77  $0.64  $1.20  $1.15  $0.49  $0.11  $0.06  $0.45  $0.10 
* Includes $0.16 per share distributed as dividend-in-kind.


The Company declared a dividend of $0.43$0.12 per share on February 29, 2024, in respect of the fourth quarter of 20152023, which was paid to shareholders on FebruaryApril 10, 2016.2024.

B.Significant Changes
B. Significant Changes

Not applicable.

45
ITEM 9.THE OFFER AND LISTING

Not applicable except for Item 9.A.4. and Item 9.C.

68
Share History and Markets

Since November 16, 2004, the primary trading market for our common shares has been the NYSE on which our shares are listed under the symbol "NAT."“NAT.”

The following table sets forth the high and low market prices for shares of our common stock as reported by the NYSE:

  NYSE  NYSE 
For the year ended: HIGH  LOW 
2011 $26.80  $11.58 
2012 $16.04  $8.15 
2013 $12.00  $7.00 
2014 $12.61  $6.95 
2015 $17.45  $9.15 

  NYSE  NYSE 
For the quarter ended: HIGH  LOW 
March 31, 2014 $12.61  $9.27 
June 30, 2014 $10.07  $8.01 
September 30, 2014 $9.65  $7.95 
December 31, 2014 $10.42  $6.95 
March 31, 2015 $12.08  $9.15 
June 30, 2015 $15.00  $11.20 
September 30, 2015 $17.45  $12.31 
December 31, 2015 $17.02  $13.75 

The high and low market prices for our common shares by month since October 2015 have been as follows:

  NYSE  NYSE 
For the month: HIGH  LOW 
October 2015 $17.02  $14.65 
November 2015 $15.80  $14.20 
December 2015 $15.71  $13.75 
January 2016 $15.57  $12.50 
February 2016 $14.35  $9.94 
March 2016* $14.82  $12.81 
*Through and including March 22, 2016
46
ITEM 10.ADDITIONAL INFORMATION
A.Share Capital

A. Share Capital

Not applicable.

B.Memorandum and Articles of Association
B. Memorandum and Articles of Association

Our current Memorandum of Association and Bye-Laws

The following description of our capital stock summarizes the material terms of our Memorandum of Associationis filed as exhibit 1.1 hereto, and our bye-laws.current by-laws are filed as exhibit 1.2 hereto. The information contained in these exhibits is incorporated by reference herein.

Under our Memorandum of Association, as amended, our authorized capital consists of 180,000,000 common shares having a par value of $0.01 per share.

The purposesInformation regarding the rights, preferences and powers of the Company include the entering into of any guarantee, contract, indemnity or suretyship and to assure, support, secure, with or without the consideration or benefit, the performance of any obligations of any person or persons; and the borrowing and raising of money in any currency or currencies to secure or discharge any debt or obligation in any manner.

Our bye-laws provide that our Board of Directors shall convene and the Company shall hold annual general meetings of shareholders in accordance with the requirements of the Companies Act at such times and places as the Board shall decide. However, under Bermuda law, a company may by resolution in general meeting, elect to dispense with the holding of an annual general meeting for (a) the year in which it is made and any subsequent year or years; (b) for a specified number of years; or (c) indefinitely.  Our Board of Directors may call special general meetings of shareholders at its discretion or as required by the Companies Act. Under the Companies Act, holders of one-tenth of our issued common shares may call special general meetings.

Under our bye-laws, five days advance notice of an annual general meeting or any special general meeting must be givenrestrictions attaching to each shareholder entitled to vote at that meeting unless, in the case of an annual general meeting, a shorter notice period for such meeting is agreed to by all of the shareholders entitled to vote thereat and, in the case of any other meeting, a shorter notice period for such meeting is agreed to by at least 75% of the shareholders entitled to vote thereat. Under Bermuda law, accidental failure to give notice will not invalidate proceedings at a meeting. Our Board of Directors may set a record date for the purpose of identifying the persons entitled to receive notice of and vote at a meeting of shareholders at any time before or after the date on which such notice is dispatched.

Our Board of Directors must consist of at least three and no more than 11 directors, or such number in excess thereof as the Board of Directors may from time to time determine by resolution. Our directors are not required to retire because of their age, and our directors are not required to be holders of our common shares. Directors serve for one-year terms, and shall serve until re-elected or until their successors are appointed at the next annual general meeting. Casual vacancies on our Board of Directors may be filled by a majority vote of the then-current directors.

Any director retiring at an annual general meeting will be eligible for reappointment and will retain office until the close of the meeting at which such director retires or (if earlier) until a resolution is passed at that meeting not to fill the vacancy or the resolution to re-appoint such director is put to a vote at the meeting and is lost. If a director's seat is not filled at the annual general meeting at which he or she retires, such director shall be deemed to have been reappointed unless it is resolved by the shareholders not to fill the vacancy or a resolution for the reappointment of the director is voted upon and lost. No person other than a director retiring shall be appointed a director at any general meeting unless (i) he or she is recommended by the Board of Directors or (ii) a notice executed by a shareholder (not being the person to be proposed) has been received by our secretary no less than 120 days and no more than 150 days prior to the date our proxy statement is released to shareholders in connection with the prior year's annual general meeting declaring the intention to propose an individual for the vacant directorship position.

A director may at any time summon a meeting of the Board of Directors. The quorum necessary for the transaction of business at a meeting of the Board of Directors may be fixed by the Board of Directors and, unless so fixed at any other number, shall be two directors. Questions arising at any meeting of the Board of Directors shall be determined by a majority of the votes cast.

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Our bye-laws do not prohibit a director from being a party to, or otherwise having an interest in, any transaction or arrangement with the Company or in which the Company is otherwise interested. Our bye-laws provide that a director who has an interest in any transaction or arrangement with the Company and who has complied with the provisions of the Companies Act and with our bye-laws with regard to disclosure of such interest shall be taken into account in ascertaining whether a quorum is present, and will be entitled to vote in respect of any transaction or arrangement in which he is so interested.

Our bye-laws permit us to increase our authorized share capital with the approval of a majority of votes cast in respect of our outstanding common shares represented in person or by proxy.

There are no pre-emptive, redemption, conversion or sinking fund rights attached to our common shares. The holders of common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares. Unless a different majority is required by law or by our bye-laws, resolutions to be approved by holders of common shares require approval by a simple majority of votes cast at a meeting at which a quorum is present. Shareholders present in person or by proxy and entitled to vote at a meeting of shareholders representing the holders of at least one-third of the issued shares entitled to vote at such general meeting shall be a quorum for all purposes.

Under our bye-laws, our Board of Directors is authorized to attach to our undesignated shares such preferred, qualified or other special rights, privileges, conditions and restrictions as the Board of Directors may determine. The Board of Directors may allot our undesignated shares in more than one series and attach particular rights and restrictions to any such shares by resolution; provided, however, that the Board of Directors may not attach any rights or restrictions to our undesignated shares that would alter or abrogate any of the special rights attached to any other class or series of shares without such sanction as is required for any such alternation or abrogation unless expressly authorized to do so by the rights attaching to or by the terms of the issue of such shares.

Subject to Bermuda law, special rights attaching to any class of our shares may be altered or abrogated with the consentis described in writingExhibit 2.3 to this annual report titled “Description of not less than 75%Securities Registered Pursuant to Section 12 of the issued sharesSecurities Exchange Act of that class or with the sanction of a resolution of the holders of such shares voting in person or by proxy.1934.”

In the event of our liquidation, dissolution or winding up, the holders of common shares are entitled to share in our assets, if any, remaining after the payment of all of our debts and liabilities, subject to any liquidation preference on any outstanding preference shares.

Our bye-laws provide that our Board of Directors may, from time to time, declare and pay dividends or distributions out of contributed surplus, which we refer to collectively as dividends. Each common share is entitled to dividends if and when dividends are declared by our Board of Directors, subject to any preferred dividend right of the holders of any preference shares.

There are no limitations on the right of non-Bermudians or non-residents of Bermuda to hold or vote our common shares.

Bermuda law permits the bye-laws of a Bermuda company to contain a provision indemnifying the Company's directors and officers for any loss arising or liability attaching to him or her by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the officer or person may be guilty, save with respect to fraud or dishonesty. Bermuda law also grants companies the power generally to indemnify directors and officers of a company, except in instances of fraud and dishonesty, if any such person was or is a party or threatened to be made a party to a threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director and officer of such company or was serving in a similar capacity for another entity at such company's request.

Our bye-laws provide that each director, alternate director, officer, person or member of a committee, if any, resident representative, and any liquidator, manager or trustee for the time being acting in relation to the affairs of the Company, and his heirs, executors or administrators, which we refer to collectively as an indemnitee, will be indemnified and held harmless out of our assets to the fullest extent permitted by Bermuda law against all liabilities, loss, damage or expense (including, but not limited to, liabilities under contract, tort and statute or any applicable foreign law or regulation and all reasonable legal and other costs and expenses properly payable) incurred or suffered by him or by reason of any act done, conceived in or omitted in the conduct of the Company's business or in the discharge of his duties except in respect of fraud or dishonesty. In addition, each indemnitee shall be indemnified out of the assets of the Company against all liabilities incurred in defending any proceedings, whether civil or criminal, in which judgment is given in such indemnitee's favor, or in which he is acquitted.

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Under our bye-laws, we and our shareholders have agreed to waive any claim or right of action we or they may have at any time against any indemnitee on account of any action taken by such indemnitee or the failure of such indemnitee to take any action in the performance of his duties with or for the Company with the exception of any claims or rights of action arising out of fraud or actions to recover any gain, personal profit or advantage to which such indemnitee is not legally entitled.

Our Board of Directors may, at its discretion, purchase and maintain insurance for, among other persons, any indemnitee or any persons who are or were at the time directors, officers or employees of the Company, or of any other company in which the Company has a direct or indirect interest that is allied or associated with the Company, or of any subsidiary undertaking of the Company or such other company, against liability incurred by such persons in respect of any act or omission in the actual or purported execution or discharge of their duties or in the exercise or purported exercise of their powers or otherwise in relation to their duties, powers or offices in relation to the Company, subsidiary undertaking or any such other company.

Our Memorandum of Association may be amended with the approval of a majority of votes cast in respect of our outstanding common shares represented in person or by proxy and our bye-laws may be amended by approval by not less than 75% of the votes cast in respect of our issued and outstanding common shares represented in person or by proxy.

Dividend Reinvestment and Direct Stock Purchase Plan

On November 6, 2013, a registration statement on Form F-3was declared effective by the SEC relating to the Dividend Reinvestment and Direct Stock Purchase Plan for 1,664,450 shares of common stock to allow existing shareholders to purchase additional common stock by reinvesting all or a portion of the dividends paid on their common stock and by making optional cash investments and new investors to enter into the plan by making an initial investment. As at December 31, 2015, no shares were issued pursuant to the plan.

On February 13, 2007, the Board of Directors adopted a stockholders rights agreement and declaredThe Company’s transfer agent, Computershare, maintains a dividend of one preferred stock purchase right to purchase one one-thousandth of a share of our Series A Participating Preferred Stockreinvestment program under which shareholders may reinvest their dividends for each outstanding share of our common stock, par value $0.01 per share. The dividend was payable on February 27, 2007 to stockholders of record on that date. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series A Participating Preferred Stock at an exercise price of $115.00, subject to adjustment. We can redeem the rights at any time prior to a public announcement that a person has acquired ownership of 15% or more of the Company's common stock.shares.

This stockholders rights plan was designed to enable us to protect stockholder interests in the event that an unsolicited attempt is made for a business combination with, or a takeover of, the Company. We believe that the stockholders rights plan should enhance our Board of Director's negotiating power on behalf of stockholders in the event of a coercive offer or proposal. We are not currently aware of any such offers or proposals.

Listing

Our common shares are listed on the NYSE under the symbol "NAT."“NAT.”

Transfer Agent

The registrar and transfer agent for our common shares is Computershare Trust Company, N.A.

C.Material Contracts
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C. Material Contracts

For a description of our 20122019 Senior Secured Credit Facility, including the $30 million Accordion Loan, which the Company entered into during the 2012 fiscal yearon February 12, 2019, and subsequently refinanced and expanded in December 2015,other vessel financing arrangements, please see "Item“Item 5.—Operating and Financial Review and Prospectus—Prospectus B. Liquidity and Capital Resources—Resources - Our Borrowing Activities."Activities”.

D.Exchange Controls
In December 2014, the Company announced that it had entered into final contracts with Sungdong for the construction of two Suezmax tankers with a carrying capacity of 158,000 deadweight tons each. The two contracted newbuildings were acquired at a purchase price of approximately $65.0 million per vessel and are expected to be delivered in the third quarter 2016 and the first quarter 2017.

Otherwise, the Company has not entered into any material contracts outside the ordinary course of business during the past two 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 its common shares was obtained prior to the offering thereof.

The Company'sCompany’s common shares are currently listed on an appointed stock exchange. For so long as the Company'sCompany’s shares are listed on an appointed stock exchange 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 made thereunder. Issues and transfers of common shares between any person regarded as resident in Bermuda and any person regarded as non-resident for exchange control purposes require specific prior approval under the Bermuda Exchange Control Act 1972 unless such common shares are listed on an appointed stock exchange.

Subject to the foregoing, there are no limitations on the rights of owners of shares in the Company 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 common shares, other than in respect of local Bermuda currency.

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In accordance with Bermuda law, share certificates may be issued only in the names of those with legal capacity. 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“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 withoutexcept for land required for its business by way of lease for a term not exceeding 50 years or otherwise, with the express authorization of the Ministers of Economic DevelopmentFinance of Bermuda;Bermuda, land by way of lease for a term not exceeding 21 years in order to provide accommodation or recreational facilities for its officers and employees; (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 Economic DevelopmentFinance 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“exempted company, exempted partnership or other corporation or partnership resident in Bermuda but incorporated abroad"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 Economic DevelopmentFinance of Bermuda.

The Bermuda government actively encourages foreign investment in "exempted"“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 other than outlined above. In addition, there is no capital gains tax in Bermuda, and profits can be accumulated by the Company, as required, without limitation.  For more information, please see Item 10—Additional Information —E. Taxation—Bermuda Tax Considerations.

E.Taxation
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E. Taxation

Bermuda Tax Considerations

Under current Bermuda law, there are no taxes on profits, income or dividends nor is there any capital gains tax.  Furthermore, the Company has received from the Minister of Finance of Bermuda under the Exempted Undertakings Tax Protection Act of 1966, as amended, an undertaking that, in the event that Bermuda enacts any legislation imposing tax computed on profits or income, or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to the Company or to any of its operations, or the common shares, debentures or other obligations of the Company, until March 31, 2035.  This undertaking does not, however, prevent the imposition of any such tax or duty on such persons as are ordinarily resident in Bermuda and holding such shares, debentures or obligations of the Company or of property taxes on Company-owned real property or leasehold interests in Bermuda.

The United States does not have a comprehensive income tax treaty with Bermuda. However, Bermuda has legislation in place (U.S.A. – Bermuda Tax Convention Act 1986) which authorizes the enforcement of certain obligations of Bermuda pursuant to the Convention Between The Government Of The United Kingdom of Great Britain And Northern Ireland (On Behalf Of The Government Of Bermuda) And The Government Of The United States Of America Relating To The Taxation Of Insurance Enterprises And Mutual Assistance In Tax Matters entered into on 11 July 1986 (the "Convention"(the “Convention”). Article 5 of the Convention states that the U.S.A. and Bermuda "shall“shall provide assistance as appropriate in carrying out the laws of the respective covered jurisdictions (Bermuda and U.S.A.) relating to the prevention of tax fraud and the evasion of taxes. In addition, the competent authorities shall, through consultations, develop appropriate conditions, method, and techniques for providing, and shall thereafter provide, assistance as appropriate in carrying out the fiscal laws of the respective covered jurisdictions other than those relating to tax fraud and the evasion of taxes."”

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United States Federal Income Tax Considerations

The following discussion is a summary of the material United States federal income tax considerations relevant to the Company and to a United States Holder and Non-United States Holder (each defined below) of our common shares.  This discussion is based on advice received by us from Seward & Kissel LLP, our United States counsel.  This discussion does not purport to deal with the tax consequences of owning common shares to all categories of investors, some of which (such as dealers in securities or currencies, investors whose functional currency is not the United States dollar, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, persons liable for alternative minimum tax, persons subject to the “base erosion and anti-avoidance” tax, persons required to recognize income for U.S. federal income tax purposes no later than when such income is included on an “applicable financial statement” and persons who are investors in pass-through entities) may be subject to special rules. This discussion only applies to shareholders who (i) own our common shares as a capital asset and (ii) own less than 10%, actually or constructively, of our common shares. Shareholders are encouraged to consult their own tax advisors with respect to the specific tax consequences to them of purchasing, holding or disposing of common shares.

United States Federal Income Taxation of the Company

Operating Income: In General

Unless exempt from United States federal income taxation under section 883 of the United Stated Internal Revenue Code of 1986, as amended, or the Code, a foreign corporation is subject to United States federal income taxation in the manner described below in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, or from the performance of services directly related to such use, which we refer to as Shipping Income, to the extent that such Shipping Income is derived from sources within the United States, which we refer to as United States-Source Shipping Income.

Shipping Income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States will be considered to be 50% derived from sources within the United States. Shipping Income that is attributable to transportation that both begins and ends in the United States will be considered to be 100% derived from sources within the United States.

Shipping Income that is attributable to transportation exclusively between non-United States ports will be considered to be 100% derived from sources outside the United States. Shipping Income derived from sources outside the United States and will not be subject to United States federal income tax.

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Our vessels will be operated in various parts of the world and, in part, are expected to be involved in transportation of cargoes that begins or ends, but that does not both begin and end, in United States ports. Accordingly, it is not expected that we will engage in transportation that gives rise to 100% United States-Source Shipping Income.

Exemption of Operating Income from United States Federal Income Taxation

Pursuant to section 883 of the Code, we will be exempt from United States federal income taxation on our United States-Source Shipping Income if (i) we are organized in a foreign country that grants an equivalent exemption from income taxation to corporations organized in the United States, which we refer to as the Country of Organization Requirement, and (ii) either (A) more than 50% of the value of our common shares is owned, directly or indirectly, by individuals who are "residents"“residents” of such country or of another foreign country that grants an equivalent exemption to corporations organized in the United States, which we refer to as the 50% Ownership Test, or (B) our common shares are "primarily“primarily and regularly traded on an established securities market"market” in such country, in another country that grants an equivalent exemption to United States corporations, or in the United States, which we refer to as the Publicly-Traded Test.

Bermuda, the country in which we are incorporated, grants an equivalent exemption to United States corporations. Therefore, we will satisfy the Country of Organization Requirement and will be exempt from United States federal income taxation with respect to our United States-Source Shipping Income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.

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The regulations promulgated by the United States Department of the Treasury (the "Treasury Regulations"“Treasury Regulations”) under section 883 of the Code provide that stock of a foreign corporation will be considered to be "primarily traded"“primarily traded” on an established securities market in a country if the number of shares of each class of stock that is traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on established securities markets in any other single country.

The Publicly-Traded Test also requires our common shares be "regularly traded"“regularly traded” on an established securities market.  Under the Treasury Regulations, our common shares are considered to be "regularly traded"“regularly traded” on an established securities market if shares representing more than 50% of our outstanding common shares, by both total combined voting power of all classes of stock entitled to vote and total value, are listed on the market, referred to as the "Listing“Listing Threshold."” The Treasury Regulations further require that with respect to each class of stock relied upon to meet the listing threshold, (i) such class of stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year, which is referred to as the Trading Frequency Test; and (ii) the aggregate number of shares of such class of stock traded on such market during the taxable year is at least 10% of the average number of shares of such class of stock outstanding during such year (as appropriately adjusted in the case of a short taxable year), which is referred to as the Trading Volume Test.  Even if we do not satisfy both the Trading Frequency and Trading Volume Tests, the Treasury Regulations provide that the Tests will be deemed satisfied if our common shares are traded on an established securities market in the United States and such stock is regularly quoted by dealers making a market in our common shares.

We believe that we satisfied the Publicly-Traded Test for our 20152023 taxable year since, on more than half the days the days of the taxable year, we believe the Company'sCompany’s common shares were primarily and regularly traded on an established securities market in the United States, namely the NYSE.

Notwithstanding the foregoing, we will not satisfy the Publicly-Traded Test if 50% or more of the vote and value of our common shares is owned (or is treated as owned under certain stock ownership attribution rules) by persons each of whom owns (or is treated as owning under certain stock ownership attribution rules) 5% or more of the value of our common shares, or 5% Shareholders, for more than half the days during the taxable year, to which we refer to as the 5% Override Rule.   In the event the 5% Override Rule is triggered, the 5% Override Rule will nevertheless not apply if we can establish that among the closely-held group of 5% Shareholders, there are sufficient 5% Shareholders that are considered to be "qualified shareholders"“qualified shareholders” for purposes of section 883 of the Code to preclude non-qualified 5% Shareholders in the closely-held group from owning 50% or more of our common shares for more than half the number of days during the taxable year.  In order to determine the persons who are 5% Shareholders, we are permitted to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the SEC as having a 5% or more beneficial interest in our common shares.

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We are not aware of any facts which would indicate that 50% or more of our common shares were actually or constructively owned by 5% Shareholders during our 20152023 taxable year.  Accordingly, we expect that our common shares will be considered to be "primarily“primarily and regularly traded on an established securities market"market” and that we will, therefore, qualify for the exemption under section 883 of the Code for our 20152023 taxable year.  However, because of the factual nature of the issues relating to this determination, no assurance can be given that we will qualify for the exemption in any future taxable year. For example, if 5% Shareholders owned 50% or more of our common shares, then we would have to satisfy certain requirements regarding the identity and residence of our 5% Shareholders. These requirements are onerous and there is no assurance that we could satisfy them.

United States Federal Income Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under section 883 of the Code, we will generally not be subject to United States federal income taxation with respect to gain realized on the sale of a vessel, provided the sale is considered to occur outside of the United States under United States federal income tax principles.  In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States.  It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

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4% Gross Basis Tax Regime

To the extent that the benefits of section 883 of the Code are unavailable with respect to any item of United States-Source Shipping Income, such Shipping Income that is considered not to be "effectively connected"“effectively connected” with the conduct of a trade or business in the United States, as discussed below, would be subject to a 4% tax imposed by section 887 of the Code on a gross basis, without benefit of deductions, which we refer to as the 4% Gross Basis Tax Regime. Since under the sourcing rules described above, no more than 50% of our Shipping Income would be derived from United States sources, the maximum effective rate of United States federal income tax on our gross Shipping Income would never exceed 2% under the 4% Gross Basis Tax Regime.

Net Basis and Branch Profits Tax Regime

To the extent that the benefits of the exemption under section 883 of the Code are unavailable and our United States-Source Shipping Income is considered to be "effectively connected"“effectively connected” with the conduct of a United States trade or business, as described below, any such "effectively connected"“effectively connected” United States-Source Shipping Income, net of applicable deductions, would be subject to the United States federal income tax currently imposed at corporate ratesrate of up to 35%.21% under present law. In addition, we may be subject to the 30% "branch profits"“branch profits” taxes on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of the United States trade or business.

Our United States-Source Shipping Income would be considered "effectively connected"“effectively connected” with the conduct of a U.S. trade or business only if (i) we have, or are considered to have, a fixed place of business in the United States involved in the earning of Shipping Income and (ii) substantially all of our United States-Source Shipping Income is attributable to regularly scheduled transportation, such as the operation of a vessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or, in the case of income from the chartering of a vessel, is attributable to a fixed place of business in the United States.

We do not intend to have a fixed place of business in the United States involved in the earning of Shipping Income. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our United States-Source Shipping Income will be "effectively connected"“effectively connected” with the conduct of a United States trade or business.

United States Federal Income Taxation of United States Holders

As used herein, the term "United“United States Holder"Holder” means, for United States federal income tax purposes, a beneficial owner of common shares who is (A) an individual citizen or resident of the United States, (B) a corporation (or other entity treated as a corporation) created or organized in or under the laws of the United States or of any state or the District of Columbia, (C) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (D) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.trust or (b) it has an election in place to be treated as a United States person.

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If a partnership holds our common shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner in a partnership holding our common shares, you are urged to consult your tax advisors.

Distributions
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Distributions

Subject to the discussion below of passive foreign investment companies, or PFICs, any distributions made by us with respect to our common shares to a United States Holder will generally constitute dividends, which may be taxable as ordinary income or "qualified“qualified dividend income,"” as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of the United States Holder'sHolder’s tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a United States corporation, United States Holders that are corporations will generally not be entitled to claim a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common shares will generally be treated as "passive“passive category income"income” or, in the case of certain types of United States Holders, "general“general category income"income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

Dividends paid on our common shares to a United States Holder who is an individual, trust or estate, or a United States Individual Holder, will generally be treated as "qualified“qualified dividend income"income” that is taxable to such United States Individual Holders at preferential tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the NYSE on which our common shares are traded); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (as discussed below); (3) the United States Individual Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend, and (4) the United States Individual Holder is not under an obligation (whether pursuant to a short sale or otherwise) to make payments with respect to positions in substantially similar or related property. There is no assurance that any dividends paid on our common shares will be eligible for these preferential rates in the hands of a United States Individual Holder. Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a United States Individual Holder.

If we pay an "extraordinary dividend"“extraordinary dividend” on our common shares (generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder'sshareholder’s adjusted tax basis (or fair market value in certain circumstances) in the common shares)shares or dividends received within a one-year period that, in the aggregate, equal or exceed 20% of a shareholder’s adjusted tax basis (or fair market value upon the shareholder’s election)) that is treated as "qualified“qualified dividend income,"” then any loss derived by a United States Individual Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Common Shares

Assuming we do not constitute a PFIC for taxable years after 2004, a United States Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the United States Holder from such sale, exchange or other disposition and the United States Holder'sHolder’s tax basis in such common shares. Such gain or loss will be treated as long-term capital gain or loss if the United States Holder'sHolder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States-source income or loss, as applicable, for United States foreign tax credit purposes. A United States Holder'sHolder’s ability to deduct capital losses is subject to certain limitations.

Special rules may apply to a United States Holder who purchased shares before 2005 and did not make a timely QEF election or a mark-to-market election (as discussed below).  Such United States Holders are encouraged to consult their tax advisors regarding the United States federal income tax consequences to them of the disposal of our common shares.

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Passive Foreign Investment Company Considerations

Special United States federal income tax rules apply to a United States Holder that holds shares in a foreign corporation classified as a PFIC for United States federal income tax purposes. In general, we will be treated as a PFIC with respect to a United States Holder if, for any taxable year in which such Holder held our common shares, either

●at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business), or
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business), or

●at least 50% of the average value of the assets held by us during such taxable year produce, or are held for the production of, such passive income.
at least 50% of the average value of the assets held by us during such taxable year produce, or are held for the production of, such passive income.

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For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary'ssubsidiary’s shares. Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute passive income unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.

For taxable years through 2004, we were a PFIC. However, based on our current operations and future projections, we do not believe that we have been, or will become, a PFIC with respect to our taxable years after 2004. Although there is no legal authority directly on point, and we are not relying upon an opinion of counsel on this issue, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from our time chartering and voyage chartering activities should constitute services income, rather than rental income. Correspondingly, such income should not constitute passive income, and the assets that we own and operate or are deemed to own and operate in connection with the production of such income, in particular, the vessels, should not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, we note that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. In the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the IRS or a court could disagree with our position. In addition, although we intend to conduct our affairs in a manner to avoid being classified as a PFIC, we cannot assure you that the nature of our operations will not change in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year which included a United States Holder'sHolder’s holding period in our common shares, then such United States Holder would be subject to different United States federal income taxation rules depending on whether the United States Holder makes an election to treat us as a "qualified“qualified electing fund,"” which election we refer to as a QEF Election. As an alternative to making a QEF election, a United States Holder should be able to make a "mark-to-market"“mark-to-market” election with respect to our common shares, as discussed below.  In addition, if we were to be treated as a PFIC for a taxable yearsyear ending on or after December 31, 2013, a United States Holder of our common shares would be required to file an annual information returnsreturn with the IRS.IRS for such year.

United States Holders Making a Timely QEF Election

Pass-Through of Ordinary Earnings and Net Capital Gain. A United States Holder who makes a timely QEF Election with respect to our common shares, or an Electing Holder, would report for United States federal income tax purposes his pro rata share of our "ordinary earnings"“ordinary earnings” (i.e., the net operating income determined under United States federal income tax principles) and our net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder. Our "net“net capital gain"gain” is any excess of any of our net long term capital gains over our net short term capital losses and is reported by the Electing Holder as long term capital gain. Our net operating losses or net capital losses would not pass through to the Electing Holder and will not offset our ordinary earnings or net capital gain reportable to Electing Holders in subsequent years (although such losses would ultimately reduce the gain, or increase the loss, if any, recognized by the Electing Holder on the sale of his common shares).

55
For purposes of calculating our ordinary earnings, the cost of each vessel is depreciated on a straight-line basis over 18 years.the applicable recovery period for vessels. Any gain on the sale of a vessel would be treated as ordinary income, rather than capital gain, to the extent of such depreciation deductions with respect to such vessel.

In general, an Electing Holder would not be taxed twice on his share of our income. Thus, distributions received from us by an Electing Holder are excluded from the Electing Holder'sHolder’s gross income to the extent of the Electing Holder'sHolder’s prior inclusions of our ordinary earnings and net capital gain. The Electing Holder'sHolder’s tax basis in his shares would be increased by any amount included in the Electing Holder'sHolder’s income. Distributions received by an Electing Holder, which are not includible in income because they have been previously taxed, would decrease the Electing Holder'sHolder’s tax basis in the common shares. Distributions, if any, in excess of such tax basis would be treated as capital gain (which gain will be treated as long termlong-term capital gain if the Electing Holder held its common shares for more than one year at the time of distribution).

75
Disposition of Common Shares. An Electing Holder would generally recognize capital gain or loss on the sale or exchange of common shares in an amount equal to the difference between the amount realized by the Electing Holder from such sale or exchange and the Electing Holder'sHolder’s tax basis in the common shares. Such gain or loss would generally be treated as long termlong-term capital gain or loss if the Electing Holder'sHolder’s holding period in the common shares at the time of the sale or exchange is more than one year. A United States Holder'sHolder’s ability to deduct capital losses may be limited.

Making a QEF Election. A United States Holder makes a QEF Election for a taxable year by completing and filing IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) in accordance with the instructions thereto. If we were aware that we were to be treated as a PFIC for any taxable year, we would provide each United States Holder with all necessary information in order to make the QEF Election described above.

United States Holders Making a Timely Mark-to-Market Election

Mark-to-Market Regime. A United States Holder who does not make a QEF Election may make a "mark-to-market"“mark-to-market” election under section 1296 of the Code, provided that the common shares are regularly traded on a "qualified“qualified exchange."” The NYSE, on which the common shares are traded, is a "qualified exchange"“qualified exchange” for these purposes. A United States Holder who makes a timely mark-to-market election with respect to the common shares would include annually in the United States Holder'sHolder’s income, as ordinary income, any excess of the fair market value of the common shares at the close of the taxable year over the United States Holder'sHolder’s then adjusted tax basis in the common shares. The excess, if any, of the United States Holder'sHolder’s adjusted tax basis at the close of the taxable year over the then fair market value of the common shares would be deductible in an amount equal to the lesser of the amount of the excess or the net mark-to-market gains that the United States Holder included in income in previous years with respect to the common shares. A United States Holder'sHolder’s tax basis in his common shares would be adjusted to reflect any income or loss amount recognized pursuant to the mark-to-market election.

Disposition of Common Shares. A United States Holder who makes a timely mark-to-market election would recognize ordinary income or loss on a sale, exchange or other disposition of the common shares in an amount equal to the difference between the amount realized by the United States Holder from such sale, exchange or other disposition and the United States Holder'sHolder’s tax basis in the common shares; provided, however, that any ordinary loss on the sale, exchange or other disposition may not exceed the net mark-to-market gains that the United States Holder included in income in previous years with respect to the common shares. The amount of any loss in excess of such net mark-to market gains is treated as capital loss.

Making the Mark-to-Market Election. A United States Holder makes a mark-to-market election for a taxable year by completing and filing IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) in accordance with the instructions thereto.

United States Holders Not Making a Timely QEF Election or Mark-to-Market Election

A United States Holder who does not make a timely QEF Election or a timely mark-to-market election, which we refer to as a Non-Electing Holder, would be subject to special rules with respect to (i) any "excess distribution"“excess distribution” (generally, the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder'sHolder’s holding period for the common shares), and (ii) any gain realized on the sale or other disposition of common shares. Under these rules, (i) the excess distribution or gain would be allocated ratably over the Non-Electing Holder'sHolder’s holding period for the common shares; (ii) the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income; and (iii) the amount allocated to each of the other prior taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. If a Non-Electing Holder dies while owning common shares, the Non-Electing Holder'sHolder’s successor would be ineligible to receive a step-up in the tax basis of those common shares.

5676
Distributions received by a Non-Electing Holder that are not "excess distributions"“excess distributions” would be includible in the gross income of the Non-Electing Holder as dividend income to the extent that such distributions are paid out of our current or accumulated earnings and profits as determined under United States federal income tax principles. Such dividends would not be eligible to be treated as "qualified“qualified dividend income"income” eligible for preferential tax rates. Distributions in excess of our current or accumulated earnings and profits would be treated first as a return of the United States Holder'sHolder’s tax basis in the common shares (thereby increasing the amount of any gain or decreasing the amount of any loss realized on the subsequent sale or disposition of such common shares) and thereafter as capital gain.

United States Holders Who Acquired Shares Before 2005

We were a PFIC through the 2004 taxable year.  Therefore, a United States Holder who acquired our common shares before 2005 may be subject to special rules with respect to our common shares.  In particular, a United States Holder who did not make a timely QEF Election or a mark-to-market election may continue to be subject to the PFIC rules with respect to our common shares.  Such United States Holders are encouraged to consult their tax advisors regarding the application of these rules as well as the availability of certain elections which may ameliorate the application of these rules.

United States Federal Income Taxation of Non-United States Holders

A beneficial owner of common shares (other than a partnership) that is not a United States Holder is referred to herein as a Non-United States Holder.

Dividends on Common Shares

Non-United States Holders generally will not be subject to United States federal income or withholding tax on dividends received from us with respect to our common shares, unless that income is effectively connected with the Non-United States Holder'sHolder’s conduct of a trade or business in the United States. If the Non-United States Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-United States Holder in the United States.

Sale, Exchange or Other Disposition of Common Shares

Non-United States Holders generally will not be subject to United States federal income or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares, unless:

●the gain is effectively connected with the Non-United States Holder's conduct of a trade or business in the United States (and, if the Non-United States Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States Holder in the United States); or
the gain is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States (and, if the Non-United States Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States Holder in the United States); or

●the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.

If the Non-United States Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the common shares, including dividends and the gain from the sale, exchange or other disposition of the common shares, that is effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the taxation of United States Holders. In addition, if you are a corporate Non-United States Holder, your earnings and profits that are attributable to the effectively connected income, subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable United States income tax treaty.

5777
Backup Withholding and Information Reporting

In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements if you are a United States Individual Holder. Such payments may also be subject to backup withholding tax if you are a United States Individual Holder and you:

●fail to provide an accurate taxpayer identification number;
fail to provide an accurate taxpayer identification number;

●are notified by the IRS that you have failed to report all interest or dividends required to be shown on your United States federal income tax returns; or
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your United States federal income tax returns; or

●in certain circumstances, fail to comply with applicable certification requirements.
in certain circumstances, fail to comply with applicable certification requirements.

Non-United States Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on an IRS Form W-8.

If you are a Non-United States Holder and you sell your common shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding and information reporting unless you certify that you are a non-United States person, under penalties of perjury, or you otherwise establish an exemption. If you are a Non-United States Holder and you sell your common shares through a non-United States office of a non-United States broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to you outside the United States, if you sell your common shares through a non-United States office of a broker that is a United States person or has some other contacts with the United States. Such information reporting requirements will not apply, however, if the broker has documentary evidence in his records that you are a non-United States person and certain other conditions are met, or you otherwise establish an exemption.

Backup withholding is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your United States federal income tax liability by filing a refund claim with the IRS.

Individuals who are United States Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-United States Holders and certain United States entities) who hold "specified“specified foreign financial assets"assets” (as defined in Sectionsection 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations).  Specified foreign financial assets would include, among other assets, our common shares, unless the shares are held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willfulwilful neglect. Additionally, in the event an individual United States Holder (and to the extent specified in applicable Treasury regulations, an individual Non-United States Holder or a United States entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed.  United States Holders (including United States entities) and Non- United States Holders are encouraged consult their own tax advisors regarding their reporting obligations under this legislation.

In addition to the tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where we conduct activities. The amount of any such tax imposed upon our operations may be material.

The above mentionedabove-mentioned tax considerations does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase, own or dispose of the shares. Shareholders who wish to clarify their own tax situation should consult and rely upon their own tax advisors.
58
78
F. Dividends
Changes in Global Tax Laws

Long-standing international tax initiatives that determine each country’s jurisdiction to tax cross-border international trade and Paying Agentsprofits are evolving as a result of, among other things, initiatives such as the Anti-Tax Avoidance Directives, as well as the Base Erosion and Profit Shifting reporting requirements, mandated and/or recommended by the EU, G8, G20 and Organization for Economic Cooperation and Development, including the imposition of a minimum global effective tax rate for multinational businesses regardless of the jurisdiction of operation and where profits are generated (Pillar Two). As these and other tax laws and related regulations change (including changes in the interpretation, approach and guidance of tax authorities), our financial results could be materially impacted. Given the unpredictability of these possible changes and their potential interdependency, it is difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely affect our financial results.

On December 12, 2022, the European Union member states agreed to implement the OECD’s Pillar Two global corporate minimum tax rate of 15% on companies with revenues of at least €750 million effective from 2024. Various countries have either adopted implementing legislation or are in the process of drafting such legislation. Any new tax law in a jurisdiction where we conduct business or pay tax could have a negative effect on our company.
Other Tax Considerations
In addition to the tax consequences discussed above, we may be subject to tax in one or more other jurisdictions where we conduct activities. The amount of any such tax imposed upon our operations may be material.
F.Dividends and Paying Agents
Not applicable.

G.Statement by Experts
G. Statement by Experts

Not applicable.

H.Documents on Display
H. Documents on Display

We are 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 SEC. These materials, including this annual report and the accompanying exhibits may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549.  The SEC maintains a website (http:(http://www.sec.gov)www.sec.gov) that contains reports, proxy and information statements and other information that we and other registrants have filed electronically with the SEC. Our filings are also available on our website at www.nat.bm.www.nat.bm. This web address is provided as an inactive textual reference only. Information contained on our website does not constitute part of this annual report.

Shareholders may also request a copy of our filings at no cost, by writing or telephoning us at the following address:

Nordic American Tankers Limited
LOMSwan Building
27 Reid26 Victoria Street
Hamilton, HM11,HM12, Bermuda.
Tel: +1 441 292 7202
Fax: +1 441 292 3266
I.Subsidiary Information


We furnish holders of our common shares with annual reports containing audited financial statements and a report by our independent registered public accounting firm, and intend to make available quarterly reports containing summary unaudited financial information and other data. The audited financial statements will be prepared in accordance with U.S. GAAP and those reports will include a "Management's Discussion and Analysis of Financial Condition and Results of Operations" section for the relevant periods. As a "foreign private issuer," we are exempt from the rules under the Securities Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of any stock exchange on which our common shares may be listed in the future, those proxy statements will not conform to Schedule 14A of the proxy rules promulgated under the Securities Exchange Act. In addition, as a "foreign private issuer," our officers and directors are exempt from the rules under the Securities Exchange Act relating to short swing profit reporting and liability.

I. Subsidiary Information

Not applicable.


79
J.Annual Report to Security Holders
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'sCompany’s borrowings under our 20122019 Senior Secured Credit Facility.Facility including the $30.0 million Accordion Loan, Financing of 2018-built Vessels, Financing of 2022-built Vessels and Financing of Nordic Hawk.

59
Amounts borrowed under these agreements, excluding the 2012 Credit Facility bearFinancing of Nordic Hawk entered into in December 2023, had interest at a rate equal to LIBOR plus a margin. LIBOR was terminated as of June 30, 2023, and our borrowing agreements were amended to replace the LIBOR element with a term Secured Overnight Financing Rate (“SOFR”), plus a Credit Adjustment Spread (“CAS”) of 26 basis points, for the Financing of 2018-built Vessels and for the Financing of the 2022-built Vessels, and with an interest rate based on Federal Funds Rate for the 2019 Senior Secured Credit Facility including the $30 million Accordion Loan. The Financing of Nordic Hawk agreement that was entered into in December 2023 as part of taking delivery of the 2016-built vessel, Nordic Hawk, includes a floating term SOFR interest, plus a margin. Increasing interest rates could affect our future profitability. In certain situations, the Company may enter into financial instruments to reduce the risk associated with fluctuations in interest rates.

A 100 basis point increase in LIBORterm SOFR or the Federal Funds Rate would have resulted in an increase of approximately $2.6$2.7 million in our interest expense for the year ended December 31, 2015.2023.

The Company is exposed to the spot Suezmax tanker market. Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. Changes in demand for transportation of oil over longer distances and supply of tankers to carry that oil may materially affect our revenues, profitability and cash flows. AllThe majority of our vessels are currently operated in the spot market through a cooperative arrangement.and we had four vessels on longer-term time charter agreements.  We believe that over time, spot employment generates premium earnings compared to longer-term employment.

We estimate that during 2015,2023, a $1,000 per day per vessel decrease in the spot market rate would have decreased our voyage revenue by approximately $7.7$6.5 million.

ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.
60

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.

80
ITEM 15.CONTROLS AND PROCEDURES
A.Disclosure Controls and Procedures.

A. Disclosure Controls and Procedures.

Pursuant to Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”), the Company'sCompany’s management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company'sCompany’s disclosure controls and procedures as of December 31, 2015. The term disclosure2023. Disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission'sU.S Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuerthe Company in the reports that it files or submits under the Act is accumulated and communicated to the issuer'sissuer’s management, including its principalchief executive and principalchief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based on thatthis evaluation, our Chief Executive Officer and Chief Financial Officer havemanagement has concluded that our disclosure controls and procedures are effective.were effective as of December 31, 2023.

B.Management’s annual report on internal control over financial reporting.
B. Management's annual report on internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act. Our internal control system wasis designed to provide reasonable assurance to ourthe Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of published financial statements for external purposes in accordance with Generally Accepted Accounting Principles.U.S. generally accepted accounting principles. Our system of internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. All internal control systems, no matter how well designed have inherent limitations.and operated, can only provide reasonable, not absolute, assurance that the objectives of the control system will be met. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Additionally, any projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with our policies and procedures.

Our management, assessedincluding the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our internal control over financial reporting as at December 31, 2023, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.
C.Attestation report of the registered public accounting firm.
The effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria for effective internal control over financial reporting set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in its 2013 Internal Control-Integrated Framework. Based on this assessment, management has concluded that, as of December 31, 2015, our internal control over financial reporting was effective based on those criteria.

C. Attestation report of the registered public accounting firm.

The Company's internal control over financial reporting as of December 31, 20152023, has been audited by KPMG AS, an independent registered public accounting firm, as stated in their report included in this annual report.that appears herein.

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D.Changes in internal control over financial reporting.
D. Changes in internal control over financial reporting.

There have been no changes in internal controls over financial reporting (identified in connection with management's evaluation of such internal controls over financial reporting) that occurred during the year covered by this annual report, that have materially affected, or are reasonably likely to materially affect, the Company'sCompany’s internal controls over financial reporting.

ITEM 16.RESERVED[RESERVED]

ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors has determined that Mr. Ugland,Ms. Chu, who serves as Chairman of the Audit Committee, qualifies as an "audit“audit committee financial expert"expert” under SEC rules, and that Mr. UglandMs. Chu is "independent"“independent” under applicable NYSE rules and SEC standards.

ITEM 16B.CODE OF ETHICS

The Company has adopted a code of ethics that applies to all of the Company'sCompany’s employees, including our principalchief executive officer, principalchief financial officer, principal accounting officer or controller.  The code of ethics may be downloaded at our website (www.nat.bm).  Additionally, any person, upon request, may ask for a hard copy or an electronic file of the code of ethics.  If we make any substantive amendment to the code of ethics or grant any waivers, including any implicit waiver, from a provision of our code of ethics, we will disclose the nature of that amendment or waiver on our website.  During the year ended December 31, 2015, no such amendment was made or waiver granted.

ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES
A.Audit Fees

A. Audit Fees

Our Board of Directors has established preapproval and procedures for the engagement of the Company'sCompany’s independent public accounting firms for all audit and non-audit services. The following table sets forth, for the two most recent fiscal years, the aggregate fees billed for professional services rendered by our principal accountant, KPMG AS, and Deloitte AS,Oslo, Norway, Auditor Firm ID: 1363, for the fiscal years ended December 31, 20152023 and 2014,2022, respectively, for the audit of the Company'sCompany’s annual financial statements and services provided by the principal accountant in connection with statutory and regulatory filings or engagements for the years ended December 31, 20152023 and 2014.2022.
For further information on change in principal accountant see Item 16F. Change in Registrants Certifying Accountant.

FISCAL YEAR ENDED DECEMBER 31, 2015 $508,370 
FISCAL YEAR ENDED DECEMBER 31, 2014 $543,080 

For fiscal year ended December 31, 2014 included in the amounts are services related to limited review procedures, review of registration statements and other filings with the SEC, and issuance of comfort letters and consents of $127,252.

B. Audit-Related Fees

FISCAL YEAR ENDED DECEMBER 31, 2015 $0 
FISCAL YEAR ENDED DECEMBER 31, 2014 $0 


FISCAL YEAR ENDED DECEMBER 31, 2023
 
$
911,360
 
FISCAL YEAR ENDED DECEMBER 31, 2022
 
$
836,921
 
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C. Tax
B.Audit-Related Fees


FISCAL YEAR ENDED DECEMBER 31, 2023
 
$
0
 
FISCAL YEAR ENDED DECEMBER 31, 2022
 
$
0
 

C.Tax Fees
Not applicable.

D.All Other Fees
D. All Other Fees

Not applicable.

E.Audit Committee’s Pre-Approval Policies and Procedures
E. Audit Committee's Pre-Approval Policies and Procedures

Our audit committee pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees prior to the engagement of the independent auditor with respect to such services.

F. Not applicable.
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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.

ITEM 16F.CHANGE IN REGISTRANT`S CERTIFYING ACCOUNTANT.

Not applicable.
Effective June 19, 2015, Deloitte AS, or Deloitte, was dismissed as the independent registered public accounting firm that audits the financial statements of the Company.

Effective June 19, 2015, KPMG AS, or KPMG, was approved by the general meeting to replace Deloitte as our independent registered public accounting firm for the year ended December 31, 2015.

Deloitte's report on our consolidated financial statements for the years ended December 31, 2014 and 2013 did not contain an adverse opinion or disclaimer of opinions and was not qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of Deloitte was modified by including an explanatory paragraph with regards to the retrospective application of the equity method to account for the investment in Nordic American Offshore Ltd for the year ended December 31, 2014.

In connection with the audit of our consolidated financial statements for the years ended December 31, 2014 and 2013, and through the period ended June 19, 2015, there were no disagreements with Deloitte on any matters of accounting principles or practices, financial statement disclosure, or auditing scope and procedures which, if not resolved to the satisfaction of Deloitte, would have Deloitte to make reference to the matter of such disagreements in their reports.

In connection with the audit of our consolidated financial statements for the years ended December 31, 2014 and 2013, and through the period ended June 19, 2015, none of the events described in paragraphs (A) through (D) of Item 16F(a)(1)(v) of Form 20-F occurred.

We engaged KPMG as our new independent registered public accounting firm to audit our 2015 consolidated financial statements. In connection with the audit of our financial statements for the fiscal years ended December 31, 2014 and 2013, and through the period ended June 19, 2015, neither the Company nor anyone on its behalf have consulted with KPMG on the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements or any matter that was the subject of a disagreement, as that term is defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F of Form 20-F, or a reportable event, as that term is defined in Item 16F(a)(1)(v).

63
The Company has provided Deloitte with a copy of these disclosures prior to the filing hereof and has requested that Deloitte furnish to the Company a letter addressed to the Securities and Exchange Commission stating whether Deloitte agrees with the statements made by the Company in this item. Deloitte has furnished such letter, which letter is filed as Exhibit 15.3 hereto as required by Item 16F(a)(3) of Form 20-F.

ITEM 16G.CORPORATE GOVERNANCE

Pursuant to an exception for foreign private issuers, we, as a Bermuda company, are not required to comply with the corporate governance practices followed by U.S. companies under the NYSE listing standards.standards (which are available at www.nyse.com) because in certain cases we follow our home country (Bermuda) practice. We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. Transparency and integrity are two main values associated with Nordic American Tankers Ltd. (NAT). NAT is one of the most transparent transportation companies of its type listed on NYSE.  Further information on NAT is on www.nat.bm. Corporate governance principles are important for NAT.


There are four significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies. The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Bermuda law and our bye-laws, our non-management directors do not regularly hold executive sessions without management and we do not expect them to do so in the future. The NYSE requires that a listed U.S. company have a nominating/corporate governance committee of independent directors and a committee charter specifying the purpose, duties and evaluation procedures of the committee. As permitted under Bermuda law and our bye-laws, we do not currently have a nominating or corporate governance committee. The NYSE requires, among other things, that a listed U.S. company have an audit committee with a minimum of three members.members, all of whom are independent. As permitted by Rule 10A-3 under the Securities Exchange Act of 1934, our audit committee consists of twoone independent membersmember of our Board of Directors. The NYSE requires U.S. companies to adopt and disclose corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisers, director compensation, director orientation and continuing education, management succession and an annual performance evaluation. We are not required to adopt such guidelines under Bermuda law and we have not adopted such guidelinesguidelines.

Information about our corporate governance practices may also be found on our website, www.nat.bm under "Investor Relations/Corporate Governance."

ITEM 16H.MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.

ITEM 16J.INSIDER TRADING POLICIES
Pursuant to applicable SEC transition guidance, the disclosure required by Item 16J will be applicable to us beginning in the fiscal year ending December 31, 2024.

83
ITEM 16K.CYBERSECURITY
We maintain various cybersecurity measures to safeguard our systems and data. We have implemented processes for assessing, identifying, and managing material risks from cybersecurity threats, which are integrated into our overall risk management framework. These processes include access controls to organizational systems and data encryption and are designed to evaluate potential vulnerabilities and cybersecurity threats and minimize their potential impact on our organization’s operations, assets, and stakeholders. We engage and rely on third-party cybersecurity specialists to enhance the effectiveness of our cybersecurity processes, improve our internal capabilities and stay abreast of evolving cybersecurity risks and best practices. We evaluate potential cybersecurity risks associated with our use of these third-party service providers and manage any identified risks in conjunction with such parties. In 2023, we did not detect any cybersecurity incidents that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition.
As we do not have a dedicated board committee solely focused on cybersecurity, our full Board oversees the implementation of our cybersecurity strategy, as well as cybersecurity risks, with the aim of protecting our interests and assets. Our Chief Executive Officer has oversight responsibility for risks and incidents relating to cybersecurity threats and reports any findings and recommendations, as appropriate, to our Board of Directors for consideration.
We continue to invest in our cybersecurity systems and to enhance our internal controls and processes. Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. For more information about risks associated with cybersecurity, see “Item 3.D. Risk Factors— Risks Related to Our Business and Financial Condition — We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

PART III

ITEM 17.FINANCIAL STATEMENTS

See Item 18.
ITEM 18.FINANCIAL STATEMENTS

The financial information required by this Item is set forth on pages F-1 to F-26 and isF-24 filed as part of this annual report.

6484
ITEM 19.EXHIBITS
ITEM 19.
EXHIBITS1.1
1.1Memorandum of Association of the Company incorporated by reference to Exhibit 1.1 to the Company'sCompany’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 17, 2012.
  
1.2
Bye-LawsBy-Laws of the Company incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on January 18, 2012.
  
2.1
Form of Share Certificate incorporated by reference to Exhibit 2.1 to the Company'sCompany’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 17, 2012.
  
4.1
2.2
Restated ManagementShareholder Rights Agreement dated as of June 30, 2004,16, 2017 by and between Scandic American Shipping Ltd.the Company and Nordic American Tanker Shipping Limited, incorporated by reference to Exhibit 4.4 to the Company's annual report on Form 20-F filed with the Securities and Exchange Commission on June 30, 2005.
4.2Amendment to Restated Management Agreement dated October 12, 2004, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited, incorporated by reference to Exhibit 4.4 to the Company's annual report on Form 20-F filed with the Securities and Exchange Commission on June 30, 2005.
4.3Amendment to Restated Management Agreement dated October 12, 2004, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited,Computershare Trust Company, N.A., as rights agent incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on October 29, 2004.June 16, 2017.
  
4.4
2.3
AmendmentDescription of Securities Registered Pursuant to Restated Management Agreement dated April 29, 2005, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited,Section 12 of the Securities Exchange Act of 1934 incorporated by reference to Exhibit 4.32.3 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission on June 29, 2007.
4.5Amendment to Restated Management Agreement dated November 19, 2005, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited incorporated by reference to Exhibit 4.5 to the Company's annual report on Form 20-F filed with the Securities and Exchange Commission April 17, 2012.
4.6Amendment to Restated Management Agreement dated May 3, 2008, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited incorporated by reference to Exhibit 4.3 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission on May 9, 2008.
4.7Amendment to Restated Management Agreement dated May 31, 2009, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited incorporated by reference to Exhibit 4.5 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on May 24, 2010.
4.8Amendment to Restated Management Agreement dated July 1, 2010, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited incorporated by reference to Exhibit 4.8 to the Company'sCompany’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 17, 2012.16, 2020.
  
4.9
4.11
Amendment toAmended and Restated Management Agreement dated December 1, 2011 between Scandic American Shipping Ltd. and Nordic American Tankers LimitedEquity Incentive Plan incorporated by reference to Exhibit 4.94.11 to the Company's annual report on Form 20-F filed with the Securities and Exchange Commission on April 17, 2012.
65
4.10Amendment to Restated Management Agreement dated January 10, 2013 between Scandic American Shipping Ltd. and Nordic American Tankers Limited incorporated by reference to Exhibit 4.14 to the Company'sCompany’s annual report on Form 20-F for the fiscal year ended December 31, 20122022 filed with the Securities and Exchange Commission on March 19, 2013.April 27, 2023.
  
4.11
4.12
Share PurchaseEquity Distribution Agreement dated March 29, 2019, by and between Nordic American Tankers Limited and Burma Shipping & Investment AS, dated as of December 15, 2012,B. Riley FBR, Inc, incorporated by reference to Exhibit 4.154.14 to the Company'sCompany’s annual report on Form 20-F for the fiscal year ended December 31, 20122019 filed with the Securities and Exchange Commission on March 19, 2013.April 16, 2020.
  
4.14
4.13
AmendedEquity Distribution Agreement dated October 16, 2020, by and Restated 2011 Equity Incentive Plan.between Nordic American Tankers Limited and B. Riley Securities, Inc. incorporated by reference to Exhibit 4.13 to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2020 filed with the Securities and Exchange Commission on April 29, 2021.
  
4.14
Equity Distribution Agreement dated September 29, 2021, by and between Nordic American Tankers Limited and B. Riley Securities, Inc. incorporated by reference to Exhibit 4.14 to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with Securities and Exchange Commission on May 11, 2022.
4.15
Equity Distribution Agreement dated February 14, 2022, by and between Nordic American Tankers Limited and B. Riley Securities, Inc. incorporated by reference to Exhibit 4.15 to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with Securities and Exchange Commission on May 11, 2022.
8.1
Subsidiaries of Nordic American Tankers Limited
  
12.1
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.
  
12.2
Rule 13a-14(a) /15d-14(a) Certification of the Chief Financial Officer.
  
13.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
13.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
15.1
Consent of Independent Registered Public Accounting Firm – KPMG AS.
  
15.2
Consent of Independent Registered Public Accounting Firm – Deloitte AS.Fearnleys
  
15.3
97.1
LetterPolicy Regarding the Recovery of Deloitte AS, dated March 22, 2016, regarding change in the Company's certifying accountant.Erroneously Awarded Compensation
  
101.INSXBRL Instance Document
  
101.SCHXBRL Taxonomy Extension Schema Document
  
101.CALXBRL Taxonomy Extension Schema Calculation Linkbase Document
  
101.DEFXBRL Taxonomy Extension Schema Definition Linkbase Document
  
101.LABXBRL Taxonomy Extension Schema Label Linkbase Document
  
101.PREXBRL Taxonomy Extension Schema Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


6685

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and has duly caused and authorized the undersigned to sign this annual report on its behalf.

  
NORDIC AMERICAN TANKERS LTD.LIMITED
   
/s/Herbjørn Hansson
 March 23, 2016
April 29, 2024
Name:  Herbjørn Hansson
  
Title: Founder, Chairman, President, and Chief Executive Officer
  

6786

NORDIC AMERICAN TANKERS LIMITED



TABLE OF CONTENTS



 Page
  
REPORTF-2
  
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – Deloitte ASF-3
  
FINANCIAL STATEMENTS:
 
  
F-5F-4
  
F-5
F-6
  
F-7
  
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2015, 2014 (Adjusted), and 2013F-9
F-11F-8
  
F-13F-9



F-1
Report of Independent Registered Public Accounting Firm
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TheTo the Shareholders and Board of Directors and Shareholders
Nordic American Tankers Limited:
Opinion on Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheet of Nordic American Tankers Limited and subsidiariessubsidiaries’ (the Company) as of December 31, 2015, and the related consolidated statements of operations, comprehensive income, shareholders' equity, and cash flows for the year ended December 31, 2015.  We also have audited the Company's internal control over financial reporting as of December 31, 2015,2023, based on criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Nordic American Tankers Limited'sCommission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated April 29, 2024 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Reportmanagement’s annual report on Internal Controlinternal control over Financial Reporting.financial reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company'sCompany’s internal control over financial reporting based on our audits.audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our auditsaudit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provideaudit provides a reasonable basis for our opinions.opinion.
 
Definition and Limitations of Internal Control Over Financial Reporting
A company'scompany’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company'scompany’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company'scompany’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG AS

Oslo, Norway
April 29, 2024

F-2
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Nordic American Tankers Limited:
Opinion on the ConsolidatedFinancial Statements
We have audited the accompanying consolidated balance sheets of Nordic American Tankers Limited and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nordic American Tankers Limited and subsidiariesthe Company as of December 31, 2015,2023 and 2022, and the results of theirits operations and theirits cash flows for each of the years in the three‑year period ended December 31, 2015,2023, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Nordic American Tankers Limited maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
 
/s/KPMG AS
Oslo, Norway
March 23, 2016
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Nordic American Tankers Limited
Hamilton, Bermuda

We also have audited, the consolidated balance sheet of Nordic American Tankers Limited and subsidiaries (the "Company") as of December 31, 2014, and the related consolidated statements of operations, comprehensive income (loss), shareholders' equity, and cash flows for each of the two years in the period ended December 31, 2014. 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 the standards of the Public Company Accounting Oversight Board (United States). (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 29, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit also includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, such 2014 and 2013Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements present fairly,that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in all material respects,any way our opinion on the consolidated financial positionstatements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment indicators of Nordic American Tankers Limited and subsidiaries as of December 31, 2014, and the results of their operations and their cash flows for the years ended December 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.vessels


As discussed in Note 4 to the consolidated financial statements, the accompanying 2014carrying value of vessels as of December 31, 2023 was $768.6 Million. As discussed in Note 2 to the consolidated financial statements, have been retrospectively adjustedat each reporting date, the Company reviews its vessels for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. The Company’s evaluation of events or circumstances that may indicate impairment include, amongst others, an assessment of estimated cash flows, influenced primarily by future charter rates. The Company did not identify any indicators of impairment as of December 31, 2023.
We identified the assessment of indicators of impairment for vessels as a critical audit matter. A higher degree of subjective auditor judgment was required to assess the Company’s evaluation of events or circumstances that impact estimated cash flows, particularly estimated future charter rates including charter rates for the accounting changeinitial two-year period and for the remaining estimated useful life of the vessel. Changes in assumptions about estimated future charter rates could have a significant effect on the investment in Nordic American Offshore Ltd.Company’s conclusion regarding indicators of impairment.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to the Company’s identification and evaluation of indicators of impairment, including an assessment of estimated future charter rates. We evaluated the Company’s estimated future charter rates for 2024 and 2025 by comparing the Company’s historical expected future charter rates to actual charter rates and comparing current expectations of charter rates to forecasts from brokers and publicly available information about the industry. To evaluate the Company’s estimated charter rates from 2026 to the end of the useful life of the vessel, we compared the Company’s estimated future charter rates to both Company specific historical results and to historical charter rates from brokers and publicly available information about the industry.

/s/ DeloitteKPMG AS


We have served as the Company’s auditor since 2015. 

Oslo, Norway
March 27, 2015April 29, 2024.

March 23, 2016 as to Note 4


F-3

Nordic American Tankers Limited
Consolidated Statements of Operations for the Years Ended December 31, 2015, 2014 (adjusted) and 2013
All figures in USD '000, except share and per share amount

  Year Ended December 31, 
  2015  
2014
(Adjusted)
  2013 
Voyage Revenues  445,738   351,049   243,657 
Voyage Expenses  (158,656)  (199,430)  (173,410)
Vessel Operating Expenses  (66,589)  (62,500)  (64,924)
General and Administrative Expenses  (9,790)  (14,863)  (19,555)
Depreciation Expense  (82,610)  (80,531)  (74,375)
Loss on Contract  -   -   (5,000)
Fees for Provided Services  -   1,500   - 
Net Operating Income (Loss)  128,093   (4,775)  (93,608)
Interest Income  114   181   146 
Interest Expenses  (10,855)  (12,244)  (11,518)
Gain on Shares  -   3,286   - 
Other Financial Expenses  (167)  (1,126)  (391)
Total Other Expenses  (10,908)  (9,903)  (11,763)
Net Income (Loss) Before Income Taxes and Equity (Loss) Income  117,185   (14,678)  (105,371)
Income Tax Expense  (96)  (47)  (86)
Equity (Loss) Income  (2,462)  1,559   40 
Net Income (Loss)  114,627   (13,166)  (105,417)
             
Basic and Diluted Earnings (Loss) per Share  1.29   (0.15)  (1.64)
Basic and Diluted Average Number of Common Shares Outstanding  89,182,001   85,401,179   64,101,923 
Cash Dividends per Share  1.38   0.63   0.64 



NORDIC AMERICAN TANKERS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
All figures in USD ‘000, except share and per share amount

 Year Ended December 31, 
  2023  2022  2021 
Voyage Revenues  391,687   339,340   191,075 
Other Income
  -   -   4,684 
Voyage Expenses  (129,507)  (170,515)  (128,263)
Vessel Operating Expenses  (60,003)  (63,430)  (67,676)
Depreciation Expense  (51,397)  (50,421)  (68,352)
Impairment Loss on Vessels  -   (314)  (60,311)
Gain on Disposal of Vessels  -   6,005   - 
General and Administrative Expenses  (22,890)  (18,798)  (15,620)
Net Operating Income (Loss)  127,890   41,867   (144,463)
Interest Income  1,302   266   3 
Interest Expense  (30,498)  (27,055)  (26,380)
Other Financial Income (Expense)  137   46   (429)
Total Other Expenses  (29,059)  (26,743)  (26,806)
Net Income (Loss) Before Income Taxes
  98,831   15,124   (171,269)
Income Tax Expense  (120)  (23)  (59)
Net Income (Loss)  98,711   15,101   (171,328)
             
Basic and Diluted Income (Loss) per Share  0.47   0.07   (1.05)
Basic Average Number of Common Shares Outstanding  208,796,444   202,032,942   162,549,611 
Diluted Average Number of Common Shares Outstanding
  208,811,300   202,032,942   162,549,611 

The accompanying notes are an integral part of these consolidated financial statements.

F-4

NORDIC AMERICAN TANKERS LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
All figures in USD ‘000, except share and per share amount

 Year Ended December 31, 
  2023  2022  2021 
Net Income (Loss)  98,711   15,101   (171,328)
Other Comprehensive Income (Loss)            
Translation Differences  (89)  (210)  (102)
Unrealized Gain (Loss) on Defined benefit plan  (192)  (22)  (163)
Other Comprehensive Income (Loss)  (281)  (232)  (265)
Total Comprehensive Income (Loss)  98,430   14,869   (171,593)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

NORDIC AMERICAN TANKERS LIMITED
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2023 AND 2022
All figures in USD ‘000, except share and per share amount

 As of December 31, 
Assets 2023  2022 
Current Assets      
Cash and Cash Equivalents  31,078   59,583 
Restricted Cash  2,283   3,719 
Accounts Receivable, Net  26,287   20,474 
Prepaid Expenses  4,319   5,975 
Inventory  31,183   25,430 
Voyages in Progress  11,178   23,997 
Other Current Assets  2,582   3,484 
Total Current Assets  108,910   142,662 
Non-Current Assets        
Vessels  768,584   735,134 
Right of Use Assets  578   1,209 
Other Non-Current Assets  1,124   878 
Total Non-Current Assets  770,286   737,221 
Total Assets  879,196   879,883 
         
Liabilities and Shareholders’ Equity        
Current Liabilities        
Accounts Payable  3,446   6,960 
Accrued Voyage Expenses  11,748   11,315 
Other Current Liabilities  10,858   14,439 
Dividends Payable
  12,528   - 
Current Portion of Long-Term Debt  31,898   39,700 
Total Current Liabilities  70,478   72,414 
Non-Current Liabilities        
Long-Term Debt  269,697   266,337 
Operating Lease Liabilities  -   535 
Other Non-Current Liabilities  717   615 
Total Non-Current Liabilities  270,414   267,487 
         
Commitments and Contingencies  -   -
 
         
Shareholders’ Equity        
Common Stock, par value $0.01 per share 360,000,000 authorized, 208,796,444 issued and outstanding at December 31, 2023 and December 31, 2022, respectively.
  2,087   2,087 
Additional Paid-In Capital  191,004   188,801 
Contributed Surplus  404,823   507,134 
Accumulated Other Comprehensive Loss  (2,094)  (1,813)
Retained Earnings (Accumulated Deficit)  (57,516)  (156,227)
Total Shareholders’ Equity  538,304   539,982 
Total Liabilities and Shareholders’ Equity  879,196   879,883 

The accompanying notes are an integral part of these consolidated financial statements.

F-6

NORDIC AMERICAN TANKERS LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
All figures in USD ‘000, except number of shares

 
Number of
Shares
  
Treasury
Shares
  
Common
Stock
  
Additional
Paid-In
Capital
  
Contributed
Surplus
  
Accumulated
Other
Comprehensive
Loss
  
Retained
Earnings
(Accumulated
Deficit)
  
Total
Shareholders’
Equity
 
Balance at January 1, 2021  151,446,112   42,000   1,514   59,412   539,516   (1,316)  -   599,126 
Net Income
  -   -   -   -   -   -   (171,328)  (171,328)
Common Shares Issued, net of $2.3 million issuance cost
  32,248,084   -   322   79,729   -   -   -   80,051 
Other Comprehensive Loss  -   -   -   -   -   (265)  -   (265)
Share Based Compensation  -   (42,000)  -   339   -   -   -   339 
Dividends
  -   -   -   -   (9,700)  -   -   (9,700)
Balance at December 31, 2021
  183,694,196   -   1,836   139,480   529,816   (1,581)  (171,328)  498,223 
Net Loss
  -   -   -   -   -   -   15,101   15,101 
Common Shares Issued, net of $1.4 million issuance cost
  25,102,248   -   251   48,845   -   -   -   49,096 
Other Comprehensive Loss  -   -   -   -   -   (232)  -   (232)
Share Based Compensation  -   -   -   476   -   -   -   476 
Dividends
  -   -   -   -   (22,682)  -   -   (22,682)
Balance at December 31, 2022
  208,796,444   -   2,087   188,801   507,134   (1,813)  (156,227)  539,982 
Net Income
  -   -   -   -   -   -   98,711   98,711 
Other Comprehensive Loss  -   -   -   -   -   (281)  -   (281)
Share Based Compensation  -   -   -   2,203   -   -   -   2,203 
Dividends
  -   -   -   -   (102,311)  -   -   (102,311)
Balance at December 31, 2023
  208,796,444   -   2,087   191,004   404,823   (2,094)  (57,516)  538,304 

The accompanying notes are an integral part of these consolidated financial statements.

F-7

NORDIC AMERICAN TANKERS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2023, 2022 AND 2021
All figures in USD ‘000

 Year Ended December 31, 
Cash Flows from Operating Activities 2023  2022  2021 
Net Income (Loss)  98,711   15,101   (171,328)
Reconciliation of Net Income (Loss) to Net Cash Provided by / (Used In) Operating Activities            
Depreciation Expense  51,397   50,421   68,352 
Impairment Loss on Vessels  -   314   60,311 
Gain on Disposal of Vessels  -   (6,005)  - 
Drydock Expenditure  (9,497)  (8,215)  (7,318)
Amortization of Deferred Finance Costs  1,447   3,589   2,989 
Share-based Compensation  2,203   476   339 
Other, net  (150)  84   502 
             
Changes in Operating Assets and Liabilities            
Accounts Receivables  (5,813)  (11,100)  (3,025)
Inventory  (5,753)  (4,558)  (1,465)
Prepaid Expenses and Other Current Assets  2,558   (2,694)  286 
Accounts Payable and Accrued Liabilities  (8,477)  230   11,743 
Voyages in Progress  12,819   (13,509)  (5,844)
Net Cash Provided by / (Used In) Operating Activities  139,445   24,134   (44,458)
             
Cash Flows from Investing Activities            
Investment in Vessels  (73,526)  (5,116)  (3,868)
Investment in Other Fixed Assets  (144)  -   (589)
Investment in Newbuilds
  -   (90,301)  (13,270)
Sale of Vessels  -   81,074   14,262 
Net Cash Used In Investing Activities  (73,670)  (14,343)  (3,465)
Cash Flows from Financing Activities            
Proceeds from Issuance of Common Stock  -   49,096   80,051 
Proceeds from Vessel Financing
  54,000   88,000   - 
Repayment of Vessel financing
  (14,671)  (11,476)  (7,958)
Repayments on Borrowing Facility  (44,549)  (93,933)  (30,780)
Transaction Costs Borrowing Facilities  (669)  -   (1,100)
Dividends Distributed  (89,783)  (22,682)  (9,700)
Net Cash Provided by / (Used In) Financing Activities  (95,672)  9,005   30,513 
Net Increase / (Decrease) in Cash, Cash Equivalents, and Restricted Cash  (29,897)  18,796   (17,410)
Cash, Cash Equivalents, and Restricted Cash at Beginning of Year  63,302   44,648   62,070 
Effect of Exchange Rate Changes on Cash and Cash Equivalents  (44)  (142)  (12)
Cash, Cash Equivalents, and Restricted Cash at End of Year  33,361   63,302   44,648 
Supplemental Disclosure of Cash Flow information            
Cash and Cash Equivalents  31,078   59,583   34,739 
Restricted Cash  2,283   3,719   9,909 
Total Cash, Cash equivalents and Restricted Cash Shown in the Statement of Cash Flows  33,361   63,302
   44,648
 
Cash Paid for Taxes  23   59   64 
Cash Paid for Interest, Net of Amounts Capitalized  29,040   23,455   23,392 

The accompanying notes are an integral part of these consolidated financial statements.





F-4

Nordic American Tankers Limited
Consolidated Statements of Comprehensive Income (Loss) for The Years Ended December 31, 2015, 2014 (adjusted) and 2013
All figures in USD '000, except share and per share amount

  Year Ended December 31, 
  2015  
2014
(Adjusted)
  2013 
Net Income (Loss)  114,627   (13,166)  (105,417)
Other Comprehensive Loss Current Period            
Translation Differences  (326)  (425)  (160)
Unrealized Gain (Loss) on Defined benefit plan  192   (253)  - 
Reclassification Adjustments            
Reclassification of Realized Gains to Net Loss for Available-for-Sale Securities  -   -   84 
Other Comprehensive Loss  (134)  (678)  (76)
Total Comprehensive Income (Loss)  114,493   (13,844)  (105,493)
             


The accompanying notes are an integral part of these consolidated financial statements.



















F-5

Nordic American Tankers Limited
Consolidated Balance Sheets as of December 31, 2015 and 2014 (Adjusted)
All figures in USD '000, except share and per share amount

  As of December 31, 
Assets 2015  
2014
(Adjusted)
 
Current Assets    
Cash and Cash Equivalents  29,889   100,736 
Accounts Receivable, net  28,001   15,739 
Accounts Receivable, Related Party  596   673 
Prepaid Expenses  4,372   5,513 
Inventory  14,843   22,223 
Voyages in Progress  37,353   29,586 
Other Current Assets  3,125   2,029 
Total Current Assets  118,179   176,499 
         
Non-Current Assets        
Vessels, net  962,685   909,992 
Deposits paid for Vessels  64,000   - 
Goodwill  18,979   18,979 
Investment in Nordic American Offshore Ltd  64,877   62,059 
Other Non-Current Assets  15,906   8,331 
Total Non-Current Assets  1,126,447   999,361 
Total Assets  1,244,626   1,175,860 
 
Liabilities and Shareholders' Equity        
Current Liabilities        
Accounts Payable  4,247   6,664 
Accrued Voyage Expenses  7,035   8,784 
Accrued Liabilities  9,577   8,587 
Total Current Liabilities  20,859   24,035 
 
Long Term Debt  330,000   250,000 
Deferred Compensation Liability  13,046   12,914 
Total Liabilities  363,905   286,949 
         
Commitment and Contingencies  -   - 
         
Shareholders' Equity        
Common Stock, Par Value $0.01 per Share
180,000,000 authorized 89,182,001 issued and outstanding at December 31, 2015 and December 31, 2014.
  892   892 
Additional Paid-In Capital  114,679   114,291 
Contributed Surplus  766,122   787,732 
Accumulated Other Comprehensive Loss  (972)  (838)
Accumulated Deficit  -   (13,166)
Total Shareholders' Equity  880,721   888,911 
Total Liabilities and Shareholders' Equity  1,244,626   1,175,860 
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Nordic American Tankers Limited
Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2015, 2014 (adjusted) and 2013
All figures in USD '000, except number of shares

  Number of Shares  Treasury Shares  Common Stock  Additional Paid-In Capital  Contributed Surplus  Accumulated Other Comprehensive Loss  Retained Earnings (Accumulated Deficit)  Total Shareholders' Equity 
Balance at December 31, 2012  52,907,139   8,500   529   15,615   866,515   (84)  (73,192)  809,383 
Accumulated coverage of loss as of December 31, 2012  -   -   -   -   (73,192)  -   73,192   - 
Net Loss  -   -   -   -   -   -   (105,417)  (105,417)
Common Shares Issued, net of $0.7 million issuance cost  20,556,250   -   206   172,405   -   -   -   172,611 
Other Comprehensive Loss  -   -   -   -   -   (76)  -   (76)
Common Shares Issued in connection with acquisition of Scandic  1,910,112   -   19   18,127   -   -   -   18,146 
Common Shares Repurchased – 2011 Equity Incentive Plan  (14,500)  14,500   -   -   -   -   -   - 
Share-Based Compensation  -   -   -   2,093   -   -   -   2,093 
Dividends paid  -   -   -   -   (41,756)  -   -   (41,756)
Balance at December 31, 2013  75,359,001   23,000   754   208,240   751,567   (160)  (105,417)  854,984 
Accumulated coverage of loss as of December 31, 2013  -   -   -   -   (105,417)  -   105,417   - 
Net Loss  -   -   -   -   -   -   (13,166)  (13,166)
Common Shares Repurchased – 2011 Equity Incentive Plan  (10,000)  10,000   -   (99)  -   -   -   (99)
Common Shares Distributed – 2011 Equity Incentive Plan  33,000   (33,000)  -   -   -   -   -   - 
Common Shares Issued, net of $0.2 million issuance cost  13,800,000   -   138   113,295   -   -   -   113,433 
Reduction of share premium  -   -   -   (208,240)  208,240   -   -   - 
Other Comprehensive Loss  -   -   -   -   -   (678)  -   (678)
Share Based Compensation  -   -   -   1,096   -   -   -   1,096 
Dividends paid                  (66,658)          (66,658)
Balance at December 31, 2014 (Adjusted)  89,182,001   -   892   114,291   787,732   (838)  (13,166)  888,911 
Accumulated coverage of loss as of December 31, 2014  -   -   -   -   (13,166)  -   13,166   - 
Net Income  -   -   -   -   -   -   114,627   114,627 
Other Comprehensive Loss  -   -   -   -   -   (134)  -   (134)
Share Based Compensation  -   -   -   388   -   -   -   388 
Dividends Paid  -   -   -   -   (8,444)  -   (114,627)  (123,071)
Balance at December 31, 2015  89,182,001   -   892   114,679   766,122   (972)  -   880,721 
The accompanying notes are an integral part of these consolidated financial statements.
F-7

Nordic American Tankers Limited
Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 (adjusted) and 2013
All figures in USD '000
  Year Ended December 31, 
Cash Flows from Operating Activities 2015  2014 (Adjusted)  2013 
Net Income (Loss)  114,627   (13,166)  (105,417)
Reconciliation of Net Loss to Net Cash Provided by (Used in) Operating Activates            
Depreciation Expense  82,610   80,531   74,375 
Loss on Contract  -   -   5,000 
Equity Loss (Income)  2,462   (1,497)  - 
Return on Investment  -   1,929   - 
Dry-dock Expenditure  (11,450)  (5,346)  (17,928)
Amortization of Deferred Finance Costs  1,240   1,228   1,228 
Deferred Compensation Liability  324   782   832 
Share-based Compensation  388   997   2,093 
Gain on Equity Method Investment  -   (3,285)  - 
Adjustment of warrants to fair value  -   915    - 
Other, net  (61)  (37)  (5)
Changes in Operating Assets and Liabilities  
Accounts Receivables  (11,832)  3,539   (11,435)
Accounts Receivables, Related Party  77   -   - 
Inventory  7,380   2,438   3,528 
Prepaid Expenses and Other Current Assets  262   300   (130)
Accounts Payable and Accrued Liabilities  (3,869)  2,784   (3,796)
Voyages in Progress  (7,767)  (14,633)  4,390 
Net Cash Provided by (Used in) Operating Activities  174,391   57,479   (47,265)
             
Cash Flows from Investing Activities            
Proceeds from Sale of Marketable Securities  -   -   600 
Investment in Vessels  (123,373)  (73,772)  (6,983)
Investment in Other Fixed Assets  (103)  (281)  (1,864)
Sale of Other Fixed Assets  334   -   - 
Deposits to and Repayment from Seller  (64,000)  -   5,475 
Investments in Nordic American Offshore Ltd  (9,508)  (11,403)  (65,004)
Acquisition of Orion Tankers Ltd  -   -   (271)
Cash Arising from Obtaining Control of Orion Tankers Ltd  -   -   6,544 
Acquisition of Scandic American Shipping Ltd, net of Cash acquired  -   -   (7,641)
Acquisition of Scandic, Assets Held for Sale  -   -   (5,467)
Proceeds from Sale of Scandic Assets Held for Sale  -   -   5,467 
Long-term Deposits  (5,000)  -   (5,000)
Return of Investments  4,227   3,772   - 
Other, net  -   -   889 
Net Cash Provided by (Used in) Investing Activities  (197,423)  (81,685)  (73,255)
             
Cash Flows from Financing Activities            
Proceeds from Issuance of Common Stock  -   113,433   172,611 
Proceeds from Use of Credit Facility  80,000   -   40,000 
Repayments on Credit Facility  -   -   (40,000)
Credit Facility Costs  (4,640)  -   - 
Dividends Distributed  (123,071)  (54,069)  (41,756)
Net Cash (Used In) Provided by Financing Activities  (47,711)  59,364   130,855 
Net (Decrease) Increase in Cash and Cash Equivalents  (70,743)  35,158   10,335 
             
Cash and Cash Equivalents at Beginning of Year  100,736   65,675   55,511 
Effect of Exchange Rate changes on Cash and Cash Equivalents  (104)  (97)  (171)
Cash and Cash Equivalents at End of Year  29,889   100,736   65,675 
             
Cash Paid for Interest, Net of Amounts Capitalized  9,374   9,700   7,158 
Cash Paid for Taxes  47   86   214 
Fair value of shares distributed as dividend in kind  -   12,589   - 



The accompanying notes are an integral part of these consolidated financial statements.
F-8
NORDIC AMERICAN TANKERS LIMITED


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(All amounts in USD '000‘000 except where noted)



1.NATURE OF BUSINESS


NordicAmerican Tankers Limited ("NAT"(“NAT”) was formed on June 12, 1995 under the laws of the Islands of Bermuda. The Company'sCompany’s shares trade under the symbol "NAT"“NAT” on the New York Stock Exchange. The Company was formed for the purpose of acquiring and chartering out double-hull tankers.


The Company is an international tanker company that currently owns 26has a fleet of 20 Suezmax tankers including two newbuildings, an increase from three vessels owned inas of December 31, 2023. In 2023, the autumn of 2004. The Company expects that the expansion process will continue over time and that more vessels will behas added one 2016-built vessel, Nordic Hawk, to its fleet. The 24 vessels the Company currently operates average approximately 156,000 dwt each. In 2015, 2014 and 2013, the Company chartered all of its operating vessels in the fleet are considered homogeneous and interchangeable as they have approximately the same freight capacity and ability to transport the same type of cargo. The fleet of 20 Suezmax tankers are predominantly employed in the spot market.market, including shorter-term time-charter agreements, together with two vessels built in 2022 chartered out on six-year time charter agreements that expire in 2028 and two vessels chartered out on longer term time-charter agreements that expire in the latter part of 2024.


In January 2013 NAT acquired Scandic American Shipping Ltd. ("Scandic") and Orion Tankers Ltd ("Orion"). Accordingly, these financial statements are presented on a consolidated basis for NAT and its subsidiaries ("the Company"). For the year endedThe Company’s Fleet

The Company’s fleet as of December 31, 2015 and December 31, 2014 Scandic had the daily administrative and operational responsibility and Orion has provided services as the commercial manager. The Group provided assistance in the formation of Nordic American Offshore in 2013 and the initial public offering in 2014, and Scandic has provided administrative services in 2015, 2014 and 2013. For further details on the acquisition of the subsidiaries and the investment in NAO please see Note 4 and Note 5, respectively.

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.  Seasonal variations in tanker demand normally result in seasonal fluctuations in spot market charter rates.

The Company's Fleet
Including two newbuildings, the Company's current fleet2023, consists of 2620 Suezmax crude oil tankers of which 24 werethe vast majority have been built in Korea. The Company has entered into preliminary contracts for the construction of two Suezmax vessels expected to be delivered in the third quarter 2016 and first quarter 2017.

Vessel

Built in
Deadweight
Tons
Nordic Apollo
2003159,998
Nordic Pollux
2003150,103
Nordic Castor
2004150,249
Nordic Luna
2004150,037
Nordic Freedom
2005159,331
Nordic Skier
2005159,089
Nordic Sprinter
2005159,089
Nordic Cross
2010158,475
Nordic Light
2010158,475
Nordic Vega
2010163,940
Nordic Breeze
2011158,597
Nordic Zenith
2011158,645
Nordic Hawk2016158,594
Nordic Star
2016157,738
Nordic Space
2017157,582
Nordic Aquarius
2018157,338
Nordic Cygnus
2018157,526
Nordic Tellus
2018157,407
Nordic Harrier
2022157,094
Nordic Hunter
2022157,037

F-9

 
Vessel
 
Built
 
Deadweight Tons
 
Delivered to NAT
 
 
Nordic Harrier1997151,4591997 
Nordic Hawk1997151,4751997 
Nordic Hunter1997151,4011997 
Nordic Voyager1997149,5912004 
Nordic Fighter1998153,3282005 
Nordic Freedom2005159,3312005 
Nordic Discovery1998153,3282005 
Nordic Saturn1998157,3312005 
Nordic Jupiter1998157,4112006 
Nordic Moon2002160,3052006 
Nordic Apollo2003159,9982006 
Nordic Cosmos2003159,9992006 
Nordic Sprite1999147,1882009 
Nordic Grace2002149,9212009 
Nordic Mistral2002164,2362009 
Nordic Passat2002164,2742010 
Nordic Vega2010163,9402010 
Nordic Breeze2011158,5972011 
Nordic Aurora1999147,2622011 
Nordic Zenith2011158,6452011
Nordic Sprinter2005159,0892014
Nordic Skier2005159,0892014
Nordic Light2010158,4752015
Nordic Cross2010158,4752015
Newbuilding 1 158,0002016
Newbuilding 2 158,0002017

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basisof Accounting: These consolidated financial statements ("(“financial statements"statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America ("(“U.S. GAAP"GAAP”).

Certain amounts in prior years' consolidated financial statements have been reclassified to conform to the current year presentation.

Principles of Consolidation: Entities in which NAT has controlling financial interest are consolidated. Subsidiaries are consolidated from the date on which control is obtained. The subsidiaries'subsidiaries’ accounting policies are in conformity with U.S. GAAP. All intercompany balances and transactions have been eliminated uponin consolidation.


Reclassifications:The equity method of accounting is used for investments in companies which NAT does not control; however, NAT has the ability to exercise significant influence.

During 2015, the Company's ownership interest in Nordic American Offshore Ltd. ("NAO") increased to 26.7% Based on the significance of the Company's ownership interest and potential future increase in ownership interest, through NAO's share repurchase program, the Company determined it has the ability to exercise significant influence over NAO and therefore, changed its method of accounting for the investment in NAO from an available-for-sale security to an equity method investment. The change in accounting method has been retrospectively appliedmade certain reclassifications to the consolidatedprior years’ financial statements to conform them to the presentation as of and for the year ended December 31, 2014  For more information2023. These reclassifications had no effect on our investment in NAO please see Note 4.consolidated financial position, net earnings, shareholders’ equity, or net cash flows for any of the periods presented.


Use of Estimates: Preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The effects of changes in accounting estimates are accounted for in the same period in which the estimates are changed.


Foreign Currency Translation: The functional currency of NATthe Company is the United States ("(“U.S."”) dollar as substantially all revenues are receivednominated in U.S. dollars and the majority of the expenditures are incurred and paid in U.S. dollars. Transactions in foreign currencies during the year are translated into U.S. dollars at the rates of exchange in effect at the date of the transaction. The subsidiary of Orion, Orion TankersCompany’s subsidiaries NAT Chartering AS, and the European branch of Scandic bothAmerican Shipping Ltd, have Norwegian Kronerskroner as their functional currency. All assets and liabilities of those entities are translated into U.S. dollars as of each balance sheet date. Translation gains and losses are reflected in shareholders'shareholders’ equity as part of accumulated other comprehensive loss.income (loss).


Revenue and Expense Recognition: Revenues and expenses are recognized on the accrualsan accrual basis. Revenues are generated from spot and time charters.


VoyageSpot Charters:For vessels operating on spot charters, voyage revenues and expenses are recognized ratably over the estimated length of each voyage, on a load-to-discharge basis and, therefore, are allocated between reporting periods based on the relative transit time in each period. Voyage expenses are capitalized between the discharge port of the immediately previous cargo, or contract date if later, and the load port of the cargo to be chartered if they qualify as fulfillment costs. Incremental cost to obtain a contract is capitalized and amortized ratably over the estimated length of each voyage, calculated on a load-to-discharge basis. The impact of recognizing voyage expenses ratably over the length of each voyage is not materially different on a quarterly and annual basis from a method of recognizing such costs as incurred. ProbableExpected losses that are deemed probable on voyages are provided for in full at the time such losses can be estimated. Based on the terms of the customer agreement, aA voyage is deemed to commence upon the completionloading of discharge of the vessel's previous cargo and is deemed to end upon the completion of discharge of the currentsame cargo. However, theThe Company does not capitalize fulfilment cost or recognize revenue if a charter has not been contractually committed to by a customercustomer.

As the Company’s performance obligations are services which are received and consumed by our customers as we perform such services, revenues are recognized over time proportionate to the days elapsed since the service commencement compared to the total days anticipated to complete the service. Freight is generally billed to the customers after the cargo has been discharged and the Company, even ifperformance obligation fulfilled by the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.

F-11
Spot Charters: Revenue is generated from freight billing, as theCompany. The Company is responsible for paying voyage expenses and the charterer is responsible for any delay at the loading or dischargingload and discharge ports. Demurrage earned during a spot charter represents a variable consideration. The Company recognizes such revenues in the voyage estimates only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. Voyage estimates are reviewed and updated over the duration of the spot charter contract. When the Company'sCompany’s tankers are operating on spot charters the vessels are traded fully at the risk and reward of the Company. The Company considers it appropriate to present the gross amount of earned revenue from the spot charter, showing voyage expenses related to the voyage separately in the Statements of Operations.


F-10
Time Charters: Under a time charter, the charterer pays for the voyage expenses, such as port, canal and fuel costs, while the Company pays for vessel operating expenses, including, among other costs, crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs and costs relating to a vessel’s intermediate and special surveys. Revenues from time charter contracts where the Company is a lessor are accounted for as fixed rate operating leases under ASC 842 Leases and are recognized daily over the term of the charter. Time charter revenues are generally billed to the customers on a monthly basis in advance before and through the charter period. Time charter agreements with profit-sharing are recognized when the contingency related to it is resolved. The Company has applied the practical expedient to not separate non-lease components from the associated lease component and instead to account for those components as a single component if the non-lease component otherwise would be accounted for under the new revenue guidance (ASC 606); and both of the following are met: (1) the timing and patterns of transfer of the non-lease component and associated lease are the same; and (2) the lease component, if accounted for separately, would be classified as  an operating lease. The pattern of revenue recognition has not changed as a result of implementation of ASC 842 Leases.

Vessel Operating Expenses:Expenses: Vessel operating expenses include crewing, repair and maintenance, insurance, stores, lubricants, management fee, communication expenses and tonnage tax. These expenses are recognized when incurred.


Cash, Cash Equivalents and Restricted Cash:Cash, Equivalents: Cash and cash equivalents and Restricted Cash consist of highly liquid investments such as time deposits with original maturities when acquired of three months or less.

Marketable Securities:  Marketable equity securities held by the Company are considered Amounts included in restricted cash represent those required to be available-for-sale securities andset aside by a contractual agreement with a banking institution for the payment of future estimated drydocking expenditure related to the vessels used as such are carried at fair value. Any resulting unrealized gains and losses, are recorded as a separate component of other comprehensive income in equity unless the securities are considered to be other than temporarily impaired, in which case unrealized losses are recorded in the Statements of Operations. Dividends received on available-for-sale securities are recognized in the Statements of Operations as other financial income.collateral.


Accounts Receivable:Receivable, Net:Accounts receivable and other receivables are presented net of allowance for doubtful balances. If balances are determinedThe Company regularly reviews its accounts receivables and estimates the amount of uncollectible receivables each period and provides for an allowance for uncollectable after all meansamounts. The assessment of collections have been exhausted and the potential for recovery is considered to be remote, they are charged against the allowance for doubtful balances. Asis based on the age of December 31, 2015the unpaid receivables, financial status of the customer and December 31, 2014, the Company has not made any allowance for doubtful balances.other relevant information.


Inventories: Inventories which are comprised of bunker fuel and lubrication oil, are stated at the lower of cost or market.oil. Cost is determined on a first-in, first-out ("FIFO"(“FIFO”) basis.


Vessels, Net:Vessels: Vessels are stated at their historical cost, which consists of the contracted purchase price and any direct expenses incurred upon acquisition (including improvements, on site supervision expenses incurred during the construction period, commissions paid, delivery expenses and other expenditures to prepare the vessel for its initial voyage) less accumulated depreciation.depreciation and impairment. Financing costs incurred during the construction period of the vessels are also capitalized and included in vessels'vessels’ cost based on the weighted-average method.for qualifying assets. Certain subsequent expenditures for conversions and major improvements are also capitalized if it is determined that they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessel. Depreciation is calculated based on cost less estimated residual value and is providedexpensed over the estimated useful life of the related assets using the straight-line method. The residual value is estimated to be $8.0 million per vessel and the estimated useful life of a vessel is 25 years from the date the vessel is delivered from the shipyard. RepairsEstimated useful life of ballast tank improvements is eight years. Ordinary repairs and maintenance are expensed as incurred. Vessels are classified separately as held for sale as part of current assets in the balance sheet when their carrying amount is expected to be recovered through a sale rather than continued use. For this to be the case, certain criteria should be met including, but not limited to, that the vessel must be available for immediate sale in its present condition, an active program to locate a buyer must be initiated, its sale must be highly probable, and the sale should be expected to be completed within one year. Vessels classified as held for sale are stated at their fair value less cost to sell. Fair value is based on broker estimates that could be adjusted if there are actual entity-specific comparable transactions available.


F-12F-11
Impairment of Vessels:
The Company reviews for impairment long-lived assets held and used whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, the Company reviews its assets for impairmentUndiscounted future cash flows are estimated on a vessel by vessel basis.vessel-by-vessel basis if events or change in circumstances indicate that carrying amounts may not be recoverable. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the Company evaluates the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and fair value (calculated based on estimated discounted operating cashflow). In developingapplicable, estimates of future undiscounted cash flows the Company makesare prepared and include assumptions and estimates about the vessels'vessels’ future performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures,expenditures/periodical maintenance, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. The estimated net operating cash flows are determined by considering an estimated daily time charter equivalent for the remaining operating days.days of the vessel, net of brokerage commissions, expected outflows for vessels’ maintenance and vessel operating expenses (including planned drydocking expenditures). The Company estimates the daily time charter equivalent for the remaining operating days, based on the most recent fifteen year historical average for similar vessels and utilizing available market data for spot market rates overfor the initial two-year period and the most recent fifteen-year historical company-specific average rates for the remaining estimated life of the vessel. The Company may apply a probability-weighted approach when estimating undiscounted cash flows if multiple outcomes are reasonably possible, such as vessel assumedsales or to be 25 years from the delivery of the vessel from the shipyard, net of brokerage commissions, expected outflowsaccount for vessels' maintenance and vessel operating expenses (including planned drydocking expenditures). The salvage value used in the impairment test is estimated to be $9.7 million per vessel. estimation uncertainty. If the Company'sCompany’s estimate of undiscounted future cash flows for any vessel is lower than the vessel'svessel’s carrying value, the carrying value is written down to its fair value, by recording a charge to operations, toan impairment charge. The impairment loss is determined by the vessel'sdifference between the carrying amount of the asset and its fair value if the fairvalue. Fair value is lower than the vessel's carrying value. Although the Company believesbased on broker estimates that the assumptions used to evaluate potential impairmentcould be adjusted if there are reasonable and appropriate, such assumptions are subjective. There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve by any significant degree. There was no impairment on vessels for the years ended December 31, 2015, 2014 and 2013.actual entity specific comparable transactions available.


Drydocking: The Company'sCompany’s vessels are required to be drydocked approximately every 30 to 60 months. The Company capitalizes a substantial portion of theeligible costs incurred during drydocking and amortizes those costs on a straight-line basis from the completion of a drydocking or intermediate survey to the estimated completion of the next drydocking. Consistent with prior periods, drydockingDrydocking costs include a variety of costs incurred while vessels are placed within drydock, including expenses related to the dock preparation and port expenses at the drydock shipyard, general shipyard expenses, expenses related to hull, external surfaces and decks, expenses related to machinery and engines of the vessel, as well as expenses related to the testing and correction of findings related to safety equipment on board. The Company includes in capitalized drydocking those costs incurred as part of the drydock to meet classification and regulatory requirements. The Company expenses costs related to routineExpenditures for normal repairs and maintenance performed during drydocking and for annual class survey costs. Ballast tank improvements are capitalized and amortized on a straight-line basis over a period of eight years.expensed as incurred. The capitalized and unamortized drydocking costs are included in the book value of the vessels. Amortization expense of the drydocking costs is included in depreciation expense.


InvestmentsLeases: The Company bareboat charters certain vessels under leasing agreements. Sale-leaseback arrangements where the transaction is not considered a sale under ASC 606 are accounted for as a financing transaction. Consideration received in Equity Method Investees: Investmentssuch sale-leaseback arrangements is recorded as a financial liability. Each lease payment is allocated between liability and interest expense to achieve a constant rate on the financial liability outstanding. The interest element is charged as Interest Expense over the lease period. The Company has certain office lease contracts resulting in other entities wherea right-of-use asset and a lease liability and the Company has "significant influence" in accordance with U.S. GAAP are accounted for usingapplied an incremental borrowing rate as the equity method of accounting. Underdiscount rate to calculate the equity method of accounting, the investment is stated at initial costrespective asset and is adjusted for subsequent additional investments and the Company's proportionate share of earnings or losses and distributions.liability. The Company evaluates its investment in equity method investees for impairment when eventsdetermines if an arrangement is or circumstances indicate thatcontains a lease at contract inception. The Company recognizes a right-of-use (ROU) asset and a lease liability at the carryinglease commencement date. For operating leases, the lease liability is initially and subsequently measured at the present value of the investment may have experienced an other than temporary decline in value below its carrying value. If the estimated fair value is less than the carrying value and is considered an other than temporary decline, the carrying value is written down to its estimated fair value and the resulting impairment is recorded in the Statements of Operations.

Business combinations: The Company uses the acquisition method of accounting, which requires an acquirer in a business combination to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their fair valuesunpaid lease payments at the acquisitionlease commencement date. The costs of the acquisition and any related restructuring costsOptional periods are to be recognized separately in the Consolidated Statements of Operations. The acquired company's operating results arenot included in the Company's consolidated financial statements startingcalculation. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the right-of-use asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the date of acquisition.lease term.


F-13F-12
The purchase price is equivalent to the fair value of the consideration transferred and liabilities incurred. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed.
Goodwill: Goodwill represents the excess of costs over the fair value of the assets of businesses NAT has acquired. Goodwill is not amortized, but instead tested for impairment at the reporting unit level on an annual basis as of December 31, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. The goodwill is tested for impairment, the Company may elect to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. Alternatively, the Company may bypass this step and use a fair value approach to identify potential goodwill impairment and, when necessary, measure the amount of impairment. The Company uses a discounted cash flow model to determine the fair value of the reporting unit, unless there is a readily determinable fair market value.

Deferred Compensation Liability: The Company has two individual deferred compensation agreements with the Company's CEO and CFO & EVP. The deferred compensation liabilities are denominated in Norwegian currency. The liabilities are accounted for on an accrual basis using actuarial calculations. Any currency translation adjustments as well as actuarial gains and losses are recognized in general and administrative expenses as incurred.

Defined Benefit Plan: The employees of Scandic and Orion have defined benefit pension plans. The Company accrues the costs and related obligations associated with its defined benefit pension plans based on actuarial computations using the projected benefits obligation method and management's best estimates of expected plan investment performance, salary escalation, and other relevant factors. For the purpose of calculating the expected return on plan assets, those assets are valued at fair value. The underfunded status of the defined benefit pension plans are recognized as  deferred compensation liability in the Balance Sheets. The Company recognizes as a component of other comprehensive loss, the gains or losses that arise during a period but that are not recognized as part of net periodic benefit costs. As of December 31, 2015 and 2014 the net liability was $0.2 million and $0.4 million, respectively.

Other Comprehensive Income (Loss): The Company follows the guidance in ASC Topic 220, "Comprehensive Income" which requires separate presentation of certain transactions that are recorded directly as components of shareholders' equity.

Segment Information: The Company has identified only one operating segment. The Company has only one type of vessel – Suezmax crude oil tankers.

Geographical Segment: The Company does not provide a geographical analysis because the Company'sCompany’s business is global in nature and the location of its vessels continually changes.


Fair Value of Financial Instruments: The fair values of cash, and cash equivalents and restricted cash, accounts receivable, accounts payable and accrued liabilities approximate carrying value because of the short-term nature of these instruments. For further information on fair value of financial instruments please see Note 16.


Deferred Financing Costs:Financing costs, including fees, commissions and legal expenses which are recorded as "Other Non-Current Assets" and "Other Current Assets" on the Balance Sheets are deferred and amortized on a straight-line basis over the term of the arrangement. Applying the straight-line basis is not materially different fromarrangement, which approximates the effective interest method. Incurred fees related to loans not yet drawn are presented as Other non-current Assets. Unamortized deferred financing costs are deducted from the carrying value of the associated financial liability.


F-14
Stock-Based Payments:

Restricted SharesShare Based Compensation: The Company grants stock options as incentive-based compensation to Employees: certain employees. The Company measures the cost of such awards using the grant date fair value of restricted shares is estimated based on the market price of the Company's shares. The fair value of restricted shares granted to employees is measured at grant dateaward and the Company records the compensation expense for such awardsrecognizes that cost over the requisite service period.


Income Taxes: The Company is incorporated in Bermuda. Under current Bermuda law, the Company is not subject to corporate income taxes. The statutory applicable rate to consolidated corporate earnings is 0%.


Two of the Company's wholly-ownedCompany’s subsidiaries are located in Norway and are subject to income tax in that jurisdiction at 27%, 27% and 28%22% for the years ended December 31, 2015, 20142023, 2022 and 2013,2021, respectively, of their taxable profit.The income tax expensed for year ended December 31, 2015, 20142023, 2022 and 20132021 was $96,000, $47,000$120,000, $23,000 and $65,000,$59,000, respectively. Deferred tax assets related to these entities is not material.are insignificant. The Company does not have any unrecognized tax benefits, material accrued interests or penalties related to income taxes.


Concentrations:

Concentration of Credit Risk:Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivables.receivable. The Company'sCompany’s cash is primarily held in major banks and financial institutions and typically insured up to a set amount. Accordingly, the Company believes the risk of any potential loss on deposits held in these institutions is minimal.remote. Concentrations of credit risk relative to accounts receivable are limited to our client base in the oil and energy industry that may be affected by changes in economic or other external conditions. The Company does not require collateral for its accounts receivable. The fair value of the financial instruments approximates the net book value.


For the year endedyears ending December 31, 2015 two customers'2023, December 31, 2022, and December 31, 2021, one customer accounted for approximately 30%11.3%, 12.2% and 12%12.5% of the totalvoyage revenues, respectively. For the year ended December 31, 2014 two customers accounted for approximately 40% of the total revenues and for the year ended December 31, 2013 two customers accounted for approximately 42% of the total revenues.


Accounts receivable, net,Net, as of December 31, 20152023, and 2014December 31, 2022, were $28.6$26.3 million and $16.4$20.5 million, respectively. TwoAs of December 31, 2023, four charterers accounted for 22% and 21%73.2% of the outstanding amountaccounts receivable, each representing 22.5%, 19.3%, 15.8% and 15.6% of the balance. As of December 31, 2022, three charterers accounted for 54% of the outstanding accounts receivable, each representing 29.8%, 13.3% and 10.9% of the balance. Accounts Receivable, Net, as of December 31, 20152023, and three charterers accounted for 62% of the outstanding amount as of December 31, 2014.2022, are net of a provision for credit losses of $88,000 and $130,000, respectively.

F-13
Recently Adopted Accounting Standards and Recent Accounting Pronouncements:Pronouncements

In May 2014,March 2020 and January 2021, the Financial Accounting Standards Board (FASB)(“FASB”) issued ASU 2020-04 and ASU 2021-01, respectively, Reference Rate Reform (ASC 848), which provided relief and clarification of guidance for companies preparing for discontinuation of interest rates such as LIBOR. The Company applied some of the expedients and exceptions for applying GAAP provided by the updates when the LIBOR reference rates were discontinued and replaced with alternative reference rates. No material effects from these transitions occurred and we refer to footnote 8 for further details related to amendments agreed with lenders in 2023.

The FASB issues Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, which provides new authoritative guidance onUpdates (“ASU”) to communicate changes to the methods of revenue recognition and related disclosure requirements. The ASU will be effective for the first interim period beginning after December 15, 2017 and early adoption is not permitted.codification. The Company is inconsiders the process of evaluating theapplicability and impact of this standard, if any, on its consolidated statements and related disclosures.
F-15
In August 2014, the FASBASUs issued. As of December 31, 2023, no ASUs have been issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides new authoritative guidance regarding management's responsibility to assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. The standard is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company is not planning to early adopt, and the adoption is notthat are expected to have a material impact on the consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides new authoritative guidance regarding whether reporting entities should consolidate certain legal entities. The standard is effective for annual periods beginning after December 15, 2015 and interim periods within annual periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. A reporting entity also may apply the amendments retrospectively. The Company is not planning to early adopt, and the adoption is not expected to have material impact on the consolidated financial statements
In April 2015, the FASB issued ASU No. 2015-03,  Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs related to a recognized debt liability to be presented in the Balance Sheets as a direct deduction from the debt liability rather than as an asset. In August 2015, ASU 2015-15 clarified this standard to state that debt issuance costs of line of credit arrangements would not be required to be reclassified from other assets to liabilities.  Upon adoption, an entity must apply the new guidance retrospectively to all prior periods presented in the financial statements. The Company will adopt the standard effective January 1, 2016 which will result in the netting of our deferred financing costs against long-term debt balances in the Balance Sheets for the periods presented and related disclosure. There will be no impact to the manner in which deferred financing costs are amortized in our consolidated financial statements.

In July 2014, the FASB issued ASU No. 2015-11, Inventory (Topic 330) – Simplifying the Measurement of Inventory, which requires an entity to measure inventory at the lower of cost and net realizable value. The amendments in the update are effective for fiscal years beginning after December 15, 2016. Early adoption is permitted for annual or interim reporting periods for which the financial statements have not been previously issued. The Company is not planning to early adopt, and the adoption is not expected to have material impact on the consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), introducing a new lessee model to determine classification of leases. The amendments in the Update are effective for fiscal years beginning after December 15, 2018. Early adoption of the amendments is permitted. The Company is not planning to early adopt, and the adoption is not expected to have material impact on the consolidated financial statements.

3.VESSELS, NETREVENUES

Our voyage revenues consist of time charter revenues and spot charter revenues with the following split:

All figures in USD ‘000 2023  2022  2021 
Spot Charter Revenues  346,409   296,810   170,242 
Time Charter Revenues  45,278   42,530   20,833 
Total Voyage Revenues  391,687   339,340   191,075 

The future minimum revenues as at December 31, 2023 related to time charter revenues are as follows:

All figures in USD ‘000 Amount 
2024  47,783 
2025  17,155 
2026  17,155 
2027  17,155 
2028 and thereafter  7,406 
Total Future Minimum Revenues  106,654 

Time charter revenues specified in the table above include revenues from six vessels in 2024 and two vessels in the following years.

Our voyage contracts have a duration of one year or less and we applied the exemption related to excluding the disclosure of remaining performance obligations. As of December 31, 2023, and December 31, 2022, the Company has capitalized fulfilment cost of $0.1 million and $1.3 million, respectively.

F-14
4.VESSELS

Vessels net, consistconsists of the carrying value of 24 vessels20 and 2219 vessels for the year ended December 31, 20152023, and December 31, 2014,2022, respectively. Vessels net includeincludes capitalized drydocking costs.
All Figures in USD '000 2015  2014 
Vessels  1,530,245   1,406,872 
Drydocking  82,695   70,765 
Total  1,612,940   1,477,637 
Less Accumulated Depreciation  (650,255)  (567,645)
Vessels, net  962,685   909,992 


F-16
All figures in USD ‘000 2023  2022 
Vessels Cost as of January 1  1,078,996   1,244,148 
Additions Vessels  73,526   117,677 
Disposals Vessels  -  (282,829)
Drydocking Cost as of January 1  68,324   80,047 
Additions Drydocking  11,275   12,774 
Disposals Drydocking  -  (24,497)
Total Cost Vessels and Drydocking  1,232,121   1,147,320 
Less Accumulated Depreciation  (449,464)  (398,113)
Less Accumulated Impairment Loss on Vessels  (14,073)  (14,073)
Net Book Value Vessels as of December 31  768,584   735,134 

Impairment Lossand Gain on Disposal of Vessels


The Company has not recorded impairment losslosses on vessels of $nil, $0.3 million and $60.3 million for the years ended December 31, 2015, 20142023, December 31, 2022, and 2013,December 31, 2021, respectively. The Company continually monitors



If events and changesor change in circumstances indicate that could indicatecarrying amounts may not be recoverable, the Company reviews its vessels for impairment on an asset-by-asset basis by comparing the carrying value of its vessels to estimated undiscounted cash flows for the remaining useful life of its vessels. If applicable, the Company develops undiscounted future cash flows for the remaining useful life of the vessels with assumptions and estimates made based on historical trends as well as future expectations. The most important assumption in determining undiscounted cash flows are the estimated charter rates. Charter rates are volatile, and the analysis have in prior periods been based on market rates obtained from third parties, in combination with historical achieved rates by the Company. No events or change in circumstances were identified as of December 31, 2023, that indicated that the carrying amounts of each of its vesselsvalues may not be recoverable.


4.INVESTMENTS

Nordic American Offshore Ltd.
Nordic American Offshore Ltd. ("NAO")The impairment charge of $60.3 million recorded in 2021 was incorporated on October 17, 2013, and operates Platform Supply Vessels ("PSV"). On November 18, 2013 NAO concluded a private placement of $250 million, wherein the Company participated with an investment of $65 million, or 4,333,566 shares. NAO was accounted for using the equity method of accounting.

In June 2014 NAO completed an initial public offering on the New York Stock Exchange wherein the Company acquired 375,000 shares for $5.6 million.

In 2014 NAT distributed 699,802 NAO shares as dividend-in-kindrelated to its shareholders. The shares were measured at fair value at the time of the distribution, and a gain of $2.1 million was recognizedsix vessels built in the Statements of Operations.  period from 2002 to 2003. In December 2014 the Company acquired an additional 488,216 shares in the open market bringing its ownership to 19.2% per December 31, 2014.

In May 2015 NAO announced a share repurchase program of under which NAO may repurchase up to 2.5 million of its outstanding shares. Per December 31, 2015 NAO had repurchased 870,839 shares and had 22,560,531 shares outstanding.

Based on the significance of the Company's ownership interest and potential future increase in ownership interest, through NAO's share repurchase program, the Company determined it has the ability to exercise significant influence over NAO and therefore, changed its method of accounting for the investment in NAO from an available-for-sale security to an equity method investment. The change in accounting method has been retrospectively applied to the consolidated financial statements as of and for the year ended December 31, 2014, resulting in the following adjustments:
All figures in USD '000As previously reportedAdjustmentsAs adjusted
At December 31, 2014   
Consolidated Statements of Operations   
Dividends Received252(252)-
Equity (Loss) Income1,665(106)1,559
Net Loss(12,808)(358)(13,166)
Basic and Diluted Earnings (Loss) per Share(0.15)(0.00)(0.15)
    
Consolidated Statements of Comprehensive Income (Loss)   
Net Income (Loss)(12,808)(358)(13,166)
Unrealized Gain (Losses) on Available-for-Sale Securities(7,194)7,194-
Total Other Comprehensive Income (Loss)(20,680)7,194(13,844)
    
Consolidated Balance Sheets   
Investment in Nordic American Offshore55,2236,83662,059
Total Assets1,169,0246,8361,175,860
Accumulated Other Comprehensive Loss(8,032)7,194(838)
Accumulated Deficit(12,808)(358)(13,166)
Total Liabilities and Shareholders' Equity1,169,0246,8361,175,860
    
Consolidated Statements of Cash Flows   
Net Income(12,808)(358)(13,166)
Equity Loss (Income)-(1,497)(1,497)
Return on Investment-1,9291,929
Net Cash Provided by (Used in) Operating Activities57,479-57,479

For the year ended December 31, 2013 no adjustments were required.
In November 2015 the Company purchased 1,521,300 shares in a private transaction after which the Company owned 26.5 % in NAO.
NAT's ownership in NAO as of December 31, 2015 and 2014 was 26.7% and 19.2%, respectively.

F-17
The fair value of NAT's investment in NAO, based on the price of the stock and shares owned was $31.7 million and $55.2 million as of December 31, 2015 and 2014, respectively. NAT believes NAO has the ability to recover the carrying value of the investment through its operations, and NAT has both the ability and intent to keep its investment in NAO until it is profitable.

Summarized balance sheet information for NAO is as follows:

All figures in USD '000 December 31, 2015  December 31, 2014 
Current assets  14,565   51,743 
Noncurrent assets  322,802   270,678 
     Total Assets  337,367   322,421 
Current liabilities  7,735   3,191 
Noncurrent liabilities  48,775   - 
Total Shareholders' Equity  280,857   319,230 
     Total liabilities and equity  337,367   322,421 

NAT's share of NAO's equity was $75.0 million and $61.3 million as of December 31, 2015 and 2014, respectively.

Summarized Statement of Operations information for NAO is as follows:
  Years ended December 31,  From October 17, 2013 to December 31, 
All figures in USD '000 2015  2014  2013 
Operating Revenues  36,372   52,789   1,280 
Net Operating (Loss) Income  (8,372)  11,262   (258)
Net (Loss) Income  (10,844)  6,931   (70)
             
NAT's portion of NAO's Net (Loss) Income in the Statements of Operations per December 31, 2015 and 2014 was ($2.5) million and $1.6 million respectively.
5.ACQUISITIONS
Scandic American Shipping Ltd
On January 10, 2013 the Company acquired Scandic, which was previously owned by a company controlled by the Chairman and Chief Executive Officer of the Company, Mr. Herbjørn Hansson and his family.  The purchase price was $33.3 million, of which $18.1 million was paid in shares, $8.0 million was paid in cash and $7.2 million was payable to the seller for additional assets which were sold during the first quarter of 2013.  The number of shares issued was 1,910,112, trading at $9.50 on the acquisition date.  The Company performed an analysis of the fair value of the tangible assets acquired and liabilities assumed, resulting in recognition of $19.0 million of goodwill.  A settlement loss of $5.0 million relates to a preexisting contractual relationship between the Company and Scandic, which was recognized as a loss on contract in the consolidated Statements of Operations for the year ended December 31, 2013.
F-18
Orion Tankers Ltd

Orion was established as a pool manager equally owned by the Company and Frontline. In September 2012, it was agreed that Frontline would withdraw its nine Suezmax tankers from the pool during the fourth quarter of 2012. The withdrawal2022, five of these vessels was completed effective November 5, 2012.  On January 2, 2013,were sold with an accumulated gain of $6.0 million. The gain relates in all material respects to the Company acquired the remaining 50%last vessel sold in October 2022, as a result of Orion at its nominal book value asincreasing second-hand vessel prices throughout 2022. No vessels have been disposed of December 31, 2012.  Fair valuein 2023.

F-15
6.5.RELATED PARTY TRANSACTIONS

Nordic American Offshore Ltd.:

As compensation for its services and coordinating NAO's private equity placement in 2013, NAT received 833,333 warrants withThe Company has an exercise price of $15.00 per common share. The warrants became exercisable in 20% increments at each 10% increase in the volume weighted average price, or VWAP, of our common shares between increases of 25% and 65%. The VWAP must be above exercise level for a minimum of 10 business days,agreement with a minimum trading volume of $2 million above exercise levels. Two of the 20% increments became exercisable in 2014; however, the warrants were "out of the money" and not exercised.  The warrants expired on December 31, 2015.

On June 12, 2014, NAO was listed on the New York Stock Exchange.  As compensation for coordinating this transaction, NAT receivedcompany owned by a success fee of $1.5 million, which is included in Fees for provided servicesBoard member for the year ended December 31, 2014.

use of an asset for corporate and marketing activities. The Company has in 2023 paid operating cost of $1.3 million and fees associated with actual use. In December 2013, Scandic entered into a management agreement with NAO for the provision of administrative services as requested by NAO management.  For services under the management agreement, Scandic receives a management fee of $150,000 per annum,2023, 2022 and is reimbursed for cost incurred in connection with its services.  Scandic also receives reimbursement for a portion of the operational costs such as salary and office rent, among others, incurred by Scandic, which is attributable to NAO.  For the year ended December 31, 2015, 2014 and 2013,2021, the Company recognized an aggregateexpense of $2.1$0.2 million, $2.2$0.3 million and $0.3 million, respectively, for such costs incurred which was included in General and Administrative Expenses.

Board Member and Employees:
Mr. Jan Erik Langangen, Board Member and advisorutilization of the Company, is a partner of Langangen & Helset Advokatfirma AS, a firm which provides legal services to the Company. The Company recognized $0.1 million in costs in each of the years ended December 31, 2015, 2014 and 2013, respectively, for the services provided by Langangen & Helset Advokatfirma AS. These costs are included in General and Administrative Expenses within the Statements of Operations. There was $0 million included within Accounts Payable at December 31, 2015 and 2014, respectively.

In 2014 NAT entered into an agreement with an immediate family member of the Chairman, for the use of an asset owned by him for corporate and marketing activities.  NAT pays a fixed annual fee for this agreement and fees associated with the actual use. The cost of this arrangement for the year ended December 31, 2015 and 2014 was $0.1 million, which are included in General and Administrative Expenses.asset. No amounts were due to the related party as of December 31, 2015 and 2014.2023, or December 31, 2022.

F-19
7.DEFERRED COMPENSATION LIABILITY
In 2010, the Board of Directors approved an unfunded deferred compensation agreement for Turid M. Sørensen, the Company's Chief Financial Officer and Executive Vice President. The agreement provides for unfunded deferred compensation computed as a percentage of salary, and certain benefits for dependents. The deferred compensation liabilities are denominated in Norwegian currency. Benefits vest over a period of employment of 20.5 years up to a maximum of 66% of the salary level at the time of retirement, age of 67. Interest is imputed at 2.70% and 2.30% as of December 31, 2015 and 2014, respectively. The rights under the agreement commenced in May 2008. As the agreement was effective in 2010, vested rights under the agreement were recognized in 2010.

In May 2007, the Board of Directors approved an unfunded deferred compensation agreement for Herbjørn Hansson, the Chairman, President and CEO. The agreement provides for unfunded deferred compensation computed as a percentage of salary, and certain benefits for dependents. Benefits vest over a period of employment of 14 years up to a maximum of 66% of the salary level at the time of retirement, age of 70. Interest is imputed at 2.70% and 2.30% as of December 31, 2015 and 2014, respectively. The rights under the agreement commenced in October 2004. The CEO has the right to require a bank guarantee for the deferred compensation liability and the CEO has served in his position since the inception of the Company in 1995.

The total expense related to the deferred compensation agreements for the Chairman, President and CEO and for the Company's Chief Financial Officer and Executive Vice President, recognized in 2015, 2014 and 2013 were $0.4 million, $0.4 million and $0.8 million, respectively. As of December 31, 2015 and 2014 total deferred compensation liability was $12.5 million and $12.8 million, respectively.
8.6.OTHER NON-CURRENT ASSETS

All figures in USD '000 2015  2014 
Fixture, Furniture and Equipment  474   1,099 
Deferred Finance Costs  5,432   2,232 
Long term deposit (Restricted Cash)  10,000   5,000 
Total as of December 31,  15,906   8,331 

The long term deposit relates to the Company transferring cash to a restricted account in accordance with the deferred compensation agreement for Herbjørn Hansson, the Chairman, President and CEO, described in Note 7.
All figures in USD ‘000 2023  2022 
Fixture, Furniture and Equipment, Net  969   730 
Other  155   148 
Total as of December 31,  1,124   878 
F-20

9.7.
SHARE-BASED COMPENSATION PLAN

Equity Incentive Plan 2011

In 2011, the Board of Directors decided to establish an incentive plan involving a maximumand the Company has amended its 2011 Equity Incentive Plan (the “Plan”) in 2015, 2019 and 2022. 4,000,000 stock options are authorized under the Plan, as of 400,000 restricted shares of which all shares were allocated amongDecember 31, 2023.

Stock Option Awards

In October 2019, the 2011 Equity Incentive Plan was amended to reserve 1,000,000 stock options for issuance to persons employed in the management of the Company and the members of the Board of Directors. The Company granted 755,000 and 234,000 stock options with vesting over a period of two and three years, respectively, and an exercise price of $4.70 per share. In October 2021, the vesting period for the 755,000 stock options that originally vested in October 2021 was prolonged with two years. In October 2022, 989,000 stock options vested without any options being exercised as the strike price was above the share price at the vesting date. After the expiration in October 2022, these options became eligible for re-distribution.
On February 23,In November 2022, the 2011 atEquity Incentive Plan was amended to reserve an additional 3,000,000 stock options for issuance to persons employed in the management of the Company and members of the Board of Directors. The Company granted 3,990,000 stock options with vesting over a period of two years and an exercise price of $3.60 per share, adjusted for dividends. The options are exercisable in a period of twelve months following the vesting date.

F-16
The Company used the Black-Scholes option pricing model to measure the grant date fair value of $23.88 per share, 326,000 restricted shares were grantedthe options with a four-year cliff-vesting period.  On August 5, 2011, at a grant date fair value of $18.05 per share, 74,000 restricted shares were granted with a five-year cliff-vesting period.  The shares are forfeited if the grantee leaves the Company before that time. The holders of the restricted shares are entitled to receive dividends paid in the period as well as voting rights.
In 2013 the Board of Directors amended the vesting requirements for 174,000 shares allocated under the 2011 Equity Incentive Plan and the vesting requirements were lifted. The lifting of the vesting requirements was in relationfollowing assumptions applied to the acquisition of Scandic American Shipping Ltd. This resulted in $1.1 million being chargedmodel;

Assumptions
Volatility69.0%

Dividend yield*0.0%

Risk-free interest rate4.54%

Weighted-average grant date fair value$
1.15

*Applied nil as the exercise price is adjusted for dividends

The expected volatility was based on historical volatility observed from historical company-specific data during the two years prior to General and Administrative expense in the first quarter of 2013.
In 2014 we repurchased 10,000 restricted common shares outstanding.
As of December 31, 2015, the Company had repurchased from employees who have resigned from the manager a total of 33,000 restricted common shares and granted these amongst new members of management with a four-year cliff vesting period and various grant date fair values.
date. The compensation expense is recognized on a straight-line basis over the vesting period and is recorded as part of General and Administrative expenses. The total compensation expense related to restricted shares under the planequity incentive awards was $2.2 million, $0.4 million $1.1 million, and $2.1$0.2 million for the years ended December 31, 2015,2023, December 31, 20142022, and December 31, 2013, respectively.
As of December 31, 2015,2021, respectively, and the remaining unrecognized cost related to unvested shares aggregated to $0.3 million, which will be recognized over a weighted period of 2.1 years.
The tables below summarize the Company's restricted stock awards as of December 31, 2015:
  Restricted shares - Employees  Weighted-average grant-date fair value - Employees 
Non-vested at January 1, 2015  226,000  $22.00 
Granted during the year  -   - 
Vested during the year  (193,000)  24.08 
Forfeited during the year  -   - 
Non-vested at December 31, 2015  33,000   9.84 

The total fair value2023, related to non-vested stock options was $1.8 million with a remaining average remaining vesting period of the shares vested0.8 years. No stock options were forfeited in 2015 was $1.92022. During 2023, 135,000 stock options have forfeited and a cost of $0.1 million $0.0 million and $1.7 million for the years endedhas been reversed in 2023. No stock options were exercisable as of December 31, 2015, 2014 and 2013, respectively.
2023.
F-21
10.8.LONG-TERM DEBT AND CURRENT PORTION OF LONG-TERM DEBT

2012
The Company has two lenders financing its fleet of twenty Suezmax tankers; (1) the 2019 Senior Secured Credit Facility:Facility, including the $30 million Accordion Loan, secured by fourteen vessels built prior to 2017, and (2) the Financing of 2018-built vessels that is related to the three vessels built in 2018, the Financing of 2022-built vessels that is related to the two vessels built in 2022 and the Financing of Nordic Hawk that is related to the 2016-built vessel, Nordic Hawk, delivered to the Company in 2023.

2019 Senior Secured Credit Facility and $30 million Accordion Loan:

On October 26, 2012,February 12, 2019, the Company entered into a $430 million revolvingnew five-year senior secured credit facility with a syndicate of lenders in order to refinance its existing credit facility, fund future vessel acquisitions and for general corporate purposes$306.1 million (the "2012“2019 Senior Secured Credit Facility"Facility”). Amounts borrowed under the 2012 Credit Facility bear interest at an annual rate equal to LIBOR plus a margin and the Company pays a commitment fee, which is a percentage of the applicable margin, on any undrawn amounts. The 2012 Credit Facility originally matured in October 2017.
In December 2015 the Company expanded the 2012 Credit Facility from $430 million to $500 million. The new maturity of the credit facility is December 2020. There are no repayment requirements before maturity on the 2012 Credit Facility. The expanded facility was effective January 2016.
Borrowings under the 20122019 Senior Secured Credit Facility are secured by first priority mortgages over fourteen vessels built in the Company's vesselsperiod from 2003 to 2017 and assignments of earnings and insurance. The loan is amortizing with a twenty-year maturity profile, carries a floating interest rate and matures in February 2025. The loan had an original maturity date in February 2024. In 2023, the Company has signed amendments to the borrowing agreement extending the maturity date to February 2025, revised the required minimum liquidity covenant from $30.0 million to $20.0 million, negotiated a reduced interest rate for the remaining balance of the portion of the loan that was paid out in 2019 and replaced the LIBOR interest rate element in the agreement with the Federal Funds Rate.Further, the agreement contains an excess cash mechanism that equals 50% of the net earnings from the collateral vessels, less capex provision and fixed loan amortization. Net proceeds obtained from sale of a vessel used as security are at the lender’s discretion subject to repayment of the outstanding loan balance. The agreement contains covenants that require a minimum liquidity of $20.0 million and a loan-to-vessel value ratio of maximum 70%.

F-17
On December 16, 2020, the Company entered into a new loan agreement for the borrowing of $30.0 million (the “$30 million Accordion Loan”). The loan is considered an accordion loan to the 2019 Senior Secured Credit Facility loan agreement and has the same amortization profile, carries a floating interest rate and matures in February 2025.Modifications made to the loan agreement in 2023 are discussed in the paragraph above. Excess cash flow payments as described above are applied to the balance of the 2019 Senior Secured Credit Facility before being applied to the $30 million Accordion Loan. The security of the loan is attached to the security of the 2019 Senior Secured Credit Facility and has equal priority, the same financial covenants and repayment clauses.

The Company has repaid $44.6 million of the facility in the twelve months ended December 31, 2023 and as of December 31, 2023 and December 31, 2022, the Company had $84.6 million and $129.2 million drawn under its 2019 Senior Secured Credit Facility, respectively.

As of December 31, 2023, the Company has presented $11.7 million, net of deferred financing cost of $0.4 million, under Current Portion of Long-Term Debt.As of December 31, 2022, the Company presented $25.8 million, net of deferred financing cost of $1.5 million, as Current Portion of Long-Term Debt that included $15.2 million in an additional payment related to the excess cash flow mechanism that was paid in February 2023.The Excess Cash Flow payment generated from the earnings in the fourth quarter of 2023 has been waived by the lender and the Company applied this cash to the acquisition of the 2016-built vessel, Nordic Hawk, that was delivered to us in December 2024.

Subsequent to December 31, 2023, the Company has repaid in total $3.0 million, and the total outstanding balances as of the date of this report is $81.6 million.

Financing of 2018-built Vessels

The Company has three vessels that were built and delivered in 2018. Under the 2012terms of the financing agreement, the lender provided financing of 77.5% of the purchase price for each of the three vessels. Upon delivery of each of the vessels, the Company entered into ten-year bareboat charter agreements. The Company has obligations to purchase each vessel for $13.6 million upon the completion of the ten-year bareboat charter agreements and has the option to purchase the vessels after sixty and eighty-four months. The purchase options have to be declared six months in advance of the anniversaries for each vessel. The options related to the sixty-month anniversaries expired in 2023 and the next anniversaries are in 2025. In 2023, the Company has agreed a replacement of the original LIBOR element with a term Secured Overnight Financing Rate (“SOFR”), plus a Credit Facility,Adjustment Spread (“CAS”) of 26 basis points and as of December 31, 2023, the Companyfinancing agreements include interest charges composed of a floating term SOFR element that is subject to annual  adjustment, plus a margin of 4.52% and a credit adjustment spread of 0.25%. The Company has incurred $2.3 million in financing cost, which is amortized over the term of the financing arrangement and presented net of the outstanding loan balance. The financing agreement contains certain financial covenants requiring among other things, the maintenance of (i)us on a consolidated basis to maintain a minimum amountvalue adjusted equity of equity; (ii)$175.0 million and ratio of 25%, minimum liquidity of $20.0 million; and a minimum equity ratio; (iii) a minimum levelvessel value to outstanding lease clause.

The outstanding amounts under this financing arrangement were $87.2 million and $96.0 million as of liquidity;December 31, 2023 and (iv) positive working capital.  The 2012 Credit Facility also includes customary events2022, respectively, where $8.9 million and $8.5 million, net of default including non-payment, breach of covenants, insolvency, cross default and material adverse change. The Company is permitted to pay dividends in accordance with its dividend policy as long as it is not in default under the 2012 Credit Facility.

In connection with the expansion of the 2012 Credit Facility the Company incurred $4.6 million in deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

Financing of 2022-built Vessels

The two vessels, Nordic Harrier and Nordic Hunter, were delivered from Samsung shipyard in 2015.2022. Under the terms of the financing agreement, the lender provided financing of  80.0% of the purchase price for each of the two vessels. Upon delivery of each of the vessels, the Company entered into ten-year bareboat charter agreements. The Company has obligations to purchase the vessels for $16.5 million for each vessel upon the completion of the ten-year bareboat charter agreements and has the option to purchase the vessels after sixty and eighty-four months. In 2023, the Company has agreed a replacement of the original LIBOR element with a term Secured Overnight Financing Rate (“SOFR”), plus a Credit Adjustment Spread (“CAS”) of 26 basis points and as of December 31, 2023, the financing agreements include interest charges composed of a floating term SOFR element that is subject to quarterly adjustment, plus a margin of 4.50% and a credit adjustment spread of 0.26%. The financing agreements contain certain financial covenants requiring the Company on a consolidated basis to maintain a minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.

F-18
The outstanding amounts under this financing arrangement were $79.4 million and $84.9 million as of December 31, 2023 and 2022, respectively, where $5.4 million and $5.4 million, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.


Financing of Nordic Hawk



The 2016-built vessel, Nordic Hawk, was delivered to the Company in December 2023. Under the terms of the financing agreement, the lender provided financing of 75.0% of the purchase price. Upon delivery of the vessel, the Company entered into an eight-year bareboat charter agreement. The Company has an obligation to purchase the vessel for $5.9 million upon the completion of the eight-year bareboat charter agreement and has the option to purchase the vessel after sixty and eighty-four months. The financing agreement has an interest rate as of December 31, 2023, composed of a floating term SOFR element subject to quarterly adjustments and a margin of 4.76%. The financing agreement contains certain financial covenants requiring the Company on a consolidated basis to maintain a minimum liquidity of $20.0 million and a minimum vessel value to outstanding lease clause.



The outstanding amounts under this financing arrangement were $53.5 million and $nil as of December 31, 2023, and 2022, respectively, where $5.9 million and $nil, net of deferred financing costs, have been presented as Current Portion of Long-Term Debt, respectively.

As of December 31, 2023, the aggregate annual principal payments required to be made under the Company’s outstanding debt facilities are as follows:

Debt repayments in $’000s* Total  2024  2025  2026  2027  2028  
More
than 5
years
 
2019 Senior Secured Credit Facility including the $30 mill Accordion Loan
  84,640   12,079   72,561   -   -   -   - 
Financing of 2018-built Vessels  87,239   9,138   9,534   9,974   10,434   48,159   - 
Financing of 2022-built Vessels
  79,351   5,515   5,500   5,500   5,500   5,515   51,521 
Financing of Nordic Hawk  53,540   6,016   6,016   6,000   6,000   6,016   23,492 
Total  304,770   32,748   93,611   21,474   21,934   56,690   75,313 

The table above includes contractual repayments for the 2019 Senior Secured Credit Facility and the excess cash flow mechanism could result in higher loan repayments than indicated above if the Company generates excess cash from operations.

The Company monitors compliance with financial covenants on a regular basis and as at December 31, 2023, the Company was in compliance with the financial covenants in its debt facilities. The financial minimum liquidity covenant has historically been the most sensitive covenant. As of December 31, 2023, the cash balance of the Company was $31.1 million.

On a regular basis, the Company performs cash flow projections to evaluate whether it will be in a position to cover the liquidity needs for the next 12-month period and the compliance with financial and security ratios under its existing and future financing agreements. In developing estimates of future cash flows, the Company makes assumptions about the vessels’ future performance, market rates, operating expenses, capital expenditure, fleet utilization, general and administrative expenses, loan repayments and interest charges. The assumptions applied are based on historical experience and future expectations.

The Company prepares cash flow projections for different scenarios and a key input factor to the cash flow projections is the estimated freight rates. The Company applies an average of several broker estimates in combination with own estimates for the coming 12-months’ period. The average freight rates achieved in 2023 have been strong compared to the historical long-term average freight rates achieved by the Company. As such, the Company has generated significant positive cash flows from operations that could be used for dividends, investments, or repayment of outstanding loan balances. The 2019 Senior Secured Credit Facility matures in February 2025 and the remaining loan balance at maturity will have to be repaid from cash generated from operations in the preceding period, refinanced with a new loan or a further extension of the revised maturity date with the lenders. In the first quarter of 2024, the Company has repaid $3.0 million on the facility and the loan-to-value ratio for the 2019 Senior Secured Credit Facility and the fourteen vessels used as collateral for the loan, is well below 15%, based on an outstanding balance of $81.6 million as of the date of this report.


The Suezmax freight rates in the first quarter of 2024 has continued to generate significant positive earnings and the Company expects that additional loan repayments can be made during 2024 due to the excess cash flow mechanism included in the 2019 Senior Secured Credit Facility.The low loan-to-value ratio for the 2019 Senior Secured Credit Facility has allowed for the excess cash flow payments to be waived in certain quarters during 2023 that contributed to increased dividends and to apply excess liquidity as equity in the acquisition of the 2016-built vessel, Nordic Hawk, that was delivered to the Company in December 2023.

AtGiven the endcurrent conditions of 2015 and 2014the Suezmax tanker market, which the Company had $330and external market sources expect to continue at least until maturity of the 2019 Senior Secured Credit facility and the $30 million Accordion Loan in February 2025 and $250 million drawn, and $100 million and $180 million available under its 2012 Credit Facility, respectively.considering various reasonable sensitivities, the Company expects that it could be able to repay the debt with cash flows from operations. The ability to repay the loan balance in full upon maturity with cash flows generated from operations is also impacted by the size of dividends expected to be declared in the period.In the event there is shortfall, the Company considers that it has financial flexibility through utilization of the existing ATM program, sale of vessels or through extensions or refinancings.


F-19
11.9.INTEREST EXPENSEEXPENSES

Interest expenses consist of interest expense on the long termlong-term debt the commitment fee and amortization of deferred financing costs related to the 2012 Credit Facilityfacilities described in Note 10.8.
All amounts in USD '000 2015  2014  2013 
Interest Expenses, net of capitalized interest  7,590   8,686   7,950 
Commitment Fee  2,025   2,330   2,340 
Amortization of Deferred Financing Costs  1,240   1,228   1,228 
Total Interest Expenses  10,855   12,244   11,518 



All figures in USD ‘000 2023  2022  2021 
Interest Expenses, net of capitalized interest  29,040   23,455   23,392 
Amortization of Deferred Financing Costs  1,458   3,600   2,988 
Total Interest Expenses  30,498   27,055   26,380 

For the years ended December 31, 2015, 20142023, 2022 and 2013, $1.0 million, $0.02021, $nil, $0.8 million and $0.0$1.5 million of interest expenses were capitalized.
capitalized, respectively.
F-22

12.10.ACCRUED
OTHER CURRENT LIABILITIES
All figures in USD '000 2015  2014 
Accrued Interest  1,639   1,452 
Accrued Expenses  7,938   4,481 
Deferred revenue  -   2,654 
Total as of December 31,  9,577   8,587 



All figures in USD ‘000 2023  2022 
Accrued Expenses  5,293   6,472 
Other Liabilities  1,616   1,821 
Deferred Revenues  3,949   6,146 
Total as of December 31,  10,858   14,439 

13.11.
EARNINGS (LOSS) PER SHARE

Basic earnings per share ("EPS"(“EPS”) are computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income by the weighted-average number of common shares and dilutive common stock equivalents outstanding during the period.



All figures in USD 2015  2014  2013 
Numerator:
      
Net Income (Loss)  114,626,581   (13,165,527)  (105,417,590)
Denominator:            
Basic - Weighted Average Common Shares Outstanding  89,182,001   
85,401,179
   
64,101,923
 
Dilutive – Weighted Average Common Shares Outstanding  89,182,001   85,401,179   64,101,923 
Earnings (Loss) per Common Share:            
Basic  1.29   (0.15)  (1.64)
Diluted  1.29   (0.15)  (1.64)
All figures in USD except number of shares and earnings (loss) per common share 2023  2022  2021 
Numerator:
         
Net Income (Loss)  98,711   15,101   (171,328)
Denominator:            
Basic - Weighted Average Common Shares Outstanding  208,796,444   202,032,942   162,549,611 
Dilutive – Weighted Average Common Shares Outstanding  208,811,300   202,032,942   162,549,611 
Earnings (Loss) per Common Share:            
Basic  0.47   0.07   (1.05)
Diluted  0.47   0.07   (1.05)


Potentially dilutive equity instruments include the effects from unexercised stock options described in note 7 and additional dilution could result from the use of the ATM offering as further described in note 12.

F-20
14.12.SHAREHOLDERS'SHAREHOLDERS’ EQUITY

Authorized, issued and outstanding common shares roll-forward is as follows:


All figures in USD ´000, except number of shares Authorized Shares  
Issued and Out-
standing Shares
  Common Stock 
Balance as of January 1, 2013  90,000,000   52,915,639   529 
Common Shares Issued      20,556,250   206 
Shares issued in connection with the Scandic acquisition      1,910,112   19 
Balance as of December 31, 2013  90,000,000   75,382,001   754 
Common Shares Issued
   in Follow-on Offering
      13,800,000   138 
Increase in Authorized Shares  90,000,000         
Balance as of December 31, 2014  180,000,000   89,182,001   892 
Balance as of December 31, 2015  180,000,000   89,182,001   892 
 Authorized Shares  
Issued and
Outstanding
Shares
  Common Stock 
Balance as of January 1, 2021
  360,000,000   151,446,112   1,514 
$60 million 2020 ATM
  -   22,025,979
   220 
$60 million 2021 ATM
  -
   10,222,105   102 
Balance as of December 31, 2021
  360,000,000   183,694,196   1,836 
$60 million 2021 ATM
  -   10,764,990   108 
$60 million 2022 ATM
  -   14,337,258   143 
Balance as of December 31, 2022  360,000,000   208,796,444   2,087 
$60 million 2022 ATM
  -
   -   - 
Balance as of December 31, 2023  360,000,000   208,796,444   2,087 


F-23On October 16, 2020, the Company entered into an equity distribution agreement with B. Riley FBR, Inc., acting as a sales agent, under which we may, from time to time, offer and sell shares of our common stock through an At-the-Market Offering (the “$60 million 2020 ATM”) program having an aggregate offering price of up to $60,000,000.  In 2021, the Company raised $60.0 million and $58.5 million in gross and net proceeds, respectively by issuing 22,025,979 common shares and this ATM was fully utilized. The 2020 $60 million ATM program was terminated on October 14, 2021.

On September 29, 2021, the Company entered into a new equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which the Company may, from time to time, offer and sell common stock through an At-the-Market Offering (the “$60 million 2021 ATM”) program having an aggregate offering price of up to $60,000,000. As of December 31, 2021, the Company had raised gross and net proceeds (after deducting sales commissions and other fees and expenses) of $22.3 million and $21.7 million, respectively, by issuing and selling 10,222,105 common shares. In the period from January 1 through to February 14, 2022, the Company raised gross and net proceeds of $16.9 million and $16.5 million, respectively, by issuing and selling 10,764,990 common shares. The $60 million 2021 ATM was terminated on February 14, 2022, after having utilized $39.2 million of the program.

On February 14, 2022, the Company entered into a new equity distribution agreement with B. Riley Securities, Inc, acting as sales agent, under which the Company may, from time to time, offer and sell common stock through an At-the-Market Offering (the “$60 million 2022 ATM”) program having an aggregate offering price of up to $60,000,000. In 2022, the Company raised gross and net proceeds of $33.6 million and $32.7 million, respectively, by selling and issuing 14,337,258 commons shares. No common shares have been issued in 2023 and the remaining available balance under this ATM is $26.4 million. Based on the share price of the Company of $3.80 as of April 19, 2024, it would have resulted in 6,958,723 new shares being issued, if fully utilizing the remaining balance available of the $60 million 2022 ATM.

F-21
As part
In April and November 2013, the Company completed an underwritten public offering of 11,212,500 and 9,343,750 common shares which strengthened the equity by $102.2 million and $70.9 million, respectively.
In April 2014, the Company completed an underwritten public offering of 13,800,000 common shares which increased its equity by $113.4 million.
On June 17, 2014, at its Annual General Meeting ("AGM") held in Bermuda, the Company increased authorized share capital from 90,000,000 common shares to 180,000,000.
Additional Paid inPaid-in Capital

Included in Additional Paid inPaid-in Capital is the Company'sCompany’s Share Premium Fund as defined by Bermuda law. The Share Premium Fund cannot be distributed without complying with certain legal procedures designed to protect the creditors of the Company, including public notice to its creditors and a subsequent period for creditor notice of concern, regarding the Company'sCompany’s intention, following shareholder approval, to transfer such funds to the Company’s Contributed Surplus Account and thereby make such funds available for distribution following shareholder approval. distribution.

The Share Premium Fund was $77.4$167.1 million and $77.4$167.1 million as of December 31, 20152023 and 20142022, respectively. Credits and Charges to Additional Paid in Capital wereare a result of the accounting for the Company's share basedCompany’s share-based compensation programsprogram and issuance of shares in relation to the acquisition of Scandic.shares.
On June 17, 2014, at the Company's Annual General Meeting, shareholders voted to reduce the Share Premium Fund by the amount of $208.2 million. The legal procedures related to this reduction were finalized in July 2014 upon which the amount became eligible for distribution.

Contributed Surplus Account

The Company'sCompany’s Contributed Surplus Account as defined by Bermuda law, consists of amounts previously recorded as share premium, transferred to Contributed Surplus Account when resolutions are adopted by the Company'sCompany’s shareholders to make Share Premium Fund distributable or available for other purposes. As indicated by the laws governing the Company, the Contributed Surplus Account can be used for dividend distribution and to cover accumulated losses from its operations.

For 2015, the Company had a net income of $114.6 million, and paid a dividend of $123.0 million. Accordingly, a total of $8.4 million were charged to the Company's Contributed Surplus Account.


For the yearsyear ended December 31, 2014 and 20132023, the Company had a net lossdeclared dividends of $13.2$102.3 million and $105.4 million, respectively. For these years all dividend distributions werethat was charged to the Contributed Surplus Account. The Company paid out $89.8 million of the declared dividends in 2023 and the remaining $12.5 million was paid out in January 2024. For the year ended December 31, 2022, the Company paid a dividend of $22.7 million that was charged to the Contributed Surplus Account. The Company’s Contributed Surplus account was $404.8 million and $507.1 million as of December 31, 2023 and 2022, respectively.


StockholdersShareholders’ Rights Plan
In 2007,
On June 16, 2017, the Board of Directors adopted a stockholdersnew shareholders’ rights agreement and declared a dividend of one preferred stockshare purchase right to purchase one one-thousandth of a share of the Company's Series A Participating Preferred StockShare of the Company for each outstanding share of its common stock,share, par value $0.01 per share. The dividend was payable on February 27, 2007June 26, 2017, to stockholdersshareholders of record on that date. Each right entitles the registered holder to purchase from the Companyus one one-thousandth of a share of Series A Participating Preferred StockShare of the Company at an exercise price of $115,$30.00, subject to adjustment. The Company can redeem the rights at any time prior to a public announcement that a person or group has acquired ownership of 15% or more of the Company'sCompany’s common stock.shares. As at December 31, 2023, no shares were issued pursuant to the plan.
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This stockholdersshareholders’ rights plan was designed to enable us to protect stockholdershareholder interests in the event that an unsolicited attempt is made for a business combination with, or a takeover of, the Company. Our shareholders’ rights plan is not intended to deter offers that the Board determines are in the best interests of our shareholders.

15.13.COMMITMENTS AND CONTINGENCIES

Nordic Harrier
The arbitration hearings involving the Suezmax vessel Gulf Scandic (now named Nordic Harrier) have finished. Gulf Navigation Holding PJSC (GulfNav) was the other party in the arbitration. The case relates to the 6 year bareboat charter with GulfNav of the Gulf Scandic covering the period 2004 to 2010.

When the vessel was redelivered to the Company by the charterer in October 2010, it was in very poor technical condition. The vessel had not been operated according to sound maintenance practices by the charterer. The Company had the vessel repaired in the autumn of 2010 and spring of 2011, and made a claim against GulfNav for costs incurred. A London arbitration panel ruled in favor of NAT at the end of January 2014 and awarded the Company $10.2 million plus direct costs and calculated interest. Any amounts received will be recorded upon receipt, no amounts were received in 2014 or 2015. The Company is trying to protect its interest, but the outcome is uncertain.

Legal Proceedings and Claims
The Company may become a party to various legal proceedings generally incidental to its business and is subject to a variety of environmental and pollution control laws and regulations. As is the case with other companies in similar industries, the Company faces exposure from actual or potential claims and legal proceedings.proceedings resulting from operating the vessels in numerous jurisdictions worldwide. Although the ultimate disposition of legal proceedings cannot be predicted with certainty, it is the opinion of the Company'sCompany’s management that the outcome of any claim which might be pending or threatened, either individually or on a combined basis, will not have a materially adverse effect on the financial position of the Company, but could materially affect the Company'sCompany’s results of operations in a given year.

No material claims have been filed against the Company for the fiscal years 2015, 2014 or 2013, and the Company has not been a party to any legal proceedings for the years endedas of December 31, 2015, 20142023 and 2013.2022.

The Company does not have any material commitments outside the ordinary operations of the Company.

16.14.FINANCIAL INSTRUMENTS AND OTHER FAIR VALUE DISCLOSURES

The majority of NAT and its subsidiaries'the Company’s transactions, assets and liabilities are denominated in United States dollars, the functional currency of the Company. There is no significant risk that currency fluctuations will have a material negative effect on the value of the Company'sCompany’s cash flows.
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The Company categorizes its fair value estimates using a fair value hierarchy based on the inputs used to measure fair value for those assets that are recorded on the Balance Sheet at fair value. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value as follows:

Level 1.Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2.Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3.Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments and other financial assets.

-The carrying value of cash and cash equivalents and marketable securities, is a reasonable estimate of fair value.
-The estimated fair value for the long-term debt is considered to be approximately equal to the carrying values, adjusted for deferred financing cost presented as a reduction of the nominal borrowing amounts, since it bears spreads and variable interest rates which approximate market rates.

-The estimated fair value of the warrants in NAO was calculated based on a Black-Scholes model using comparative market data for other companies in the Platform Supply Vessel, or "PSV", segment to estimate volatility, and by assigning an estimated probability for achieving the exercise levels presented in Note 6.
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The carrying value and estimated fair value of the Company`s financial instruments at December 31, 20152023 and 20142022, are as follows:
 
All figures in USD '000
 
Fair Value Hierarchy
Level
  
2015
Fair
Value
  
2015
Carrying
Value
  
2014
Fair
Value
  
2014
Carrying
Value
 
Cash and Cash Equivalents  1   29,889   29,889   100,736   100,736 
Warrants in NAO  3   -   -   -   - 
Credit Facility  2   (330,000)  (330,000)  (250,000)  (250,000)

All figures in USD ‘000
Recurring:
 
Fair Value
Hierarchy
Level
  
2023
Fair
Value
  
2023
Carrying
Value
  
2022
Fair
Value
  
2022
Carrying
Value
 
Cash and Cash Equivalents  1   31,078   31,078   59,583   59,583 
Restricted Cash  1   2,283   2,283   3,719   3,719 
2019 Senior Secured Credit Facility including $30 million Accordion Loan
  2   (84,640)  (84,155)  (129,189)  (127,600)
Financing of 2018-built Vessels  2   (87,239)  (86,145)  (95,950)  (94,622)
Financing of 2022-built Vessels
  2   (79,351)  (78,425)  (84,851)  (83,815)
Financing of Nordic Hawk
  
2
   (53,540)  (52,871)  -   - 


17.15.
SUBSEQUENT EVENTS

On January 13, 2016February 29, 2024, the Company declared a cash dividend of $0.43$0.12 per share in respect of the results for the fourth quarter of 2015, with a payment date2023. The dividend of February$25.1 million was paid on April 10, 2016.2024.




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