UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
-----------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________________________
Commission file number 0-29106
_______________________________________
KNIGHTSBRIDGE TANKERS LIMITED
- -----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Knightsbridge Tankers Limited
- -----------------------------------------------------------------
(Translation of Registrant's name into English)
ISLANDS OF BERMUDA
- -----------------------------------------------------------------
(Jurisdiction of incorporation or organisation)
MERCURY HOUSE, 101 FRONT STREET, HAMILTON, HM 12, BERMUDA
- -----------------------------------------------------------------
(Address of principal executive offices)
Securities registered or to be registered pursuant to section
12(b) of the Act.
Title of each class Name of each exchange
on which registered
None
- ------------------------- ----------------------
Securities registered or to be registered pursuant to section
12(g) of the Act.
Common Shares, $0.01 Par Value
- ----------------------------------------------------------------
(Title of class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
None
- ----------------------------------------------------------------
(Title of class)
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period
covered by the annual report.
17,100,000 Common Shares, $0.01 Par Value
- ----------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---------- ---------
Indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17 Item 18 X
-------- --------
2
TABLE OF CONTENTS
PAGE
PART I
Item 1. Identity of Directors, Senior
Management and Advisors.......................... 7
Item 2. Offer Statistics and Expected
Timetable........................................ 7
Item 3. Key Information.................................. 7
Item 4. Information on the Company....................... 15
Item 5. Operating and Financial Review
and Prospects.................................... 37
Item 6. Directors, Senior Management
and Employees.................................... 43
Item 7. Major Shareholders and Related
Party Transactions............................... 48
Item 8. Financial Information............................ 49
Item 9. The Offer and Listing............................ 52
Item 10. Additional Information........................... 53
Item 11. Quantitative and Qualitative
Disclosures about Market Risk.................... 56
Item 12. Description of Securities Other
Than Equity Securities........................... 57
PART II
Item 13. Defaults, Dividend Arrearages
and Delinquencies................................ 56
Item 14. Material Modifications to the
Rights of Security Holders and
Use of Proceeds.................................. 57
Item 15. Reserved......................................... 57
Item 16. Reserved......................................... 57
3
PART III
Item 17. Financial Statements............................. 57
Item 18. Financial Statements............................. 57
Item 19. Exhibits.........................................
4
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this document 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.
Knightsbridge Tankers Limited 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
document 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. The words "believe," "except,"
"anticipate," "intends," "estimate," "forecast," "project,"
"plan," "potential," "will," "may," "should," "expect" and
similar expressions identify forward-looking statements.
The forward-looking statements in this document are
based upon various assumptions, many of which are based, in turn,
upon further assumptions, including without limitation,
management's examination of historical operating trends, data
contained in our records and other data available from third
parties. Although we believe that these assumptions were
reasonable when made, because these assumptions are inherently
subject to significant uncertainties and contingencies which are
difficult or impossible to predict and are beyond our control, we
cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.
In addition to these important factors and matters
discussed elsewhere herein and in the documents incorporated by
reference herein, 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 charterhire rates and vessel values, changes in
demand in the tanker market, as a result of changes in OPEC's
petroleum production levels and world wide oil consumption and
storage, changes in the company's operating expenses, including
bunker prices, drydocking and insurance costs, changes in
governmental rules and regulations or actions taken by regulatory
authorities, potential liability from pending or future
litigation, general domestic and international political
conditions, potential disruption of shipping routes due to
5
accidents or political events, and other important factors
described from time to time in the reports filed by Knightsbridge
Tanker Limited with the Securities and Exchange Commission.
6
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not Applicable
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable
ITEM 3. KEY INFORMATION
A. SELECTED FINANCIAL DATA
The selected consolidated income statement data of
Knightsbridge Tankers Limited and its subsidiaries (the
"Company") with respect to the fiscal years ended December 31,
2000, 1999 and 1998 and the selected consolidated balance sheet
data of the Company with respect to the fiscal years ended
December 31, 2000 and 1999 have been derived from the Company's
Consolidated Financial Statements included herein and should be
read in conjunction with such statements and the notes thereto.
The selected consolidated income statement data with respect to
the fiscal period ended December 31, 1997 and the selected
consolidated balance sheet data with respect to the fiscal year
ended December 31, 1998 and the fiscal period ended December 31,
1997 has been derived from consolidated financial statements of
the Company not included herein. The following table should also
be read in conjunction with Item 5 "Operating and Financial
Review and Prospects" and the Company's Consolidated Financial
Statements and Notes thereto included herein.
7
Fiscal Year Fiscal Period
Ended Ended
December 31 December 31
_________________________________ _______________
2000 1999 1998 1997
(in US$, except share data)
INCOME STATEMENT DATA:
Charter hire
revenues $76,335,975 $40,275,925 $45,039,385 $42,138,180
Net operating income $57,935,758 $21,842,043 $26,605,385 $26,573,686
Net income $48,723,745 $12,572,476 $17,385,820 $19,479,297
Earnings per share
- basic and diluted $2.85 $0.74 $1.02 $1.61
Cash dividends per share $2.66 $1.80 $2.36 $1.26
BALANCE SHEET DATA
(at end of period):
Cash $247,370 $70,695 $315,223 $217,374
Vessels under capital
lease, net $372,186,772 $389,779,632 $407,372,491 $424,965,352
Total assets $404,739,841 $403,265,501 $428,293,722 $458,067,222
Long-term debt
(including current
portion) $125,397,399 $127,078,937 $133,805,088 $140,531,239
Stockholders' equity $277,218,288 $273,980,543 $292,188,066 $315,158,247
Common Shares $171,000 $171,000 $171,000 $171,000
Common shares
outstanding 17,100,000 17,100,000 17,100,000 17,100,000
B. CAPITALIZATION AND INDEBTEDNESS
Not Applicable
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not Applicable
D. RISK FACTORS
Please note: In this section, "we", "us" and "our" all refer to
the Company and its subsidiaries.
Industry Specific Risk Factors
THE CYCLICAL NATURE OF THE TANKER INDUSTRY MAY LEAD TO VOLATILE
CHANGES IN CHARTER RATES WHICH MAY ADVERSELY AFFECT OUR EARNINGS
8
If the tanker industry, which has been cyclical, is
depressed in the future when our vessels' charters expire or when
we want to sell a vessel, our earnings and available cash flow
may decrease. Our ability to recharter our vessels on the
expiration or termination of their current charters and the
charter rates payable under any renewal or replacement charters
will depend upon, among other things, economic conditions in the
tanker market. Fluctuations in charter rates and vessel values
result from changes in the supply and demand for tanker capacity
and changes in the supply and demand for oil and oil products.
The factors affecting the supply and demand for tanker
vessels are outside of our control, and the nature, timing and
degree of changes in industry conditions are unpredictable. The
factors that influence demand for tanker capacity include:
- demand for oil and oil products;
- global and regional economic conditions;
- the distance oil and oil products are to be moved
by sea; and
- changes in seaborne and other transportation
patterns
The factors that influence the supply of tanker capacity
include:
- the number of newbuilding deliveries;
- the scrapping rate of older vessels; and
- the number of vessels that are out of service.
Our vessels are currently operated under bareboat
charters to Shell International Petroleum Company Limited. We
receive a set minimum base rate charter hire and variable
additional hire under these bareboat charters. The amount of
additional hire is determined quarterly with reference to three
round-trip traditional trade routes and therefore is subject to
variation depending on general tanker market conditions. We
cannot assure you that we will receive additional hire for any
quarter.
ANY DECREASE IN SHIPMENTS OF CRUDE OIL FROM THE ARABIAN GULF MAY
ADVERSELY AFFECT OUR FINANCIAL PERFORMANCE
The demand for our very large crude carrier, or VLCC,
oil tankers derives primarily from demand for Arabian Gulf crude
oil, which, in turn, primarily depends on the economies of the
9
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 Arabian Gulf crude oil.
One such factor is the price of worldwide crude oil. The world's
oil markets have experienced high levels of volatility in the
last 25 years. If oil prices were to rise dramatically, the
economies of the world's industrial countries may experience a
significant downturn.
Any decrease in shipments of crude oil from the Arabian
Gulf would have a material adverse effect on our financial
performance at any time after the expiration or termination of
our current charters with Shell International (or earlier if a
decrease adversely affects VLCC charterhire rates for shipments
from the Arabian Gulf.) Among the factors which could lead to
such a decrease are:
- increased crude oil production from non-Arabian
Gulf areas;
- increased refining capacity in the Arabian Gulf
area;
- increased use of existing and future crude oil
pipelines in the Arabian Gulf area;
- a decision by Arabian Gulf oil-producing nations to
increase their crude oil prices or to further
decrease or limit their crude oil production;
- armed conflict in the Arabian Gulf and political or
other factors; and
- the development and the relative costs of nuclear
power, natural gas, coal and other alternative
sources of energy.
THE VALUE OF OUR VESSELS MAY FLUCTUATE AND ALSO DEPENDS ON
WHETHER SHELL INTERNATIONAL RENEWS ITS CHARTERS WHICH COULD
RESULT IN A LOWER SHARE PRICE
Tanker values have generally experienced high
volatility. Investors can expect the fair market value of our
VLCC oil tankers to fluctuate, depending on general economic and
market conditions affecting the tanker industry and competition
from other shipping companies, types and sizes of vessels, and
other modes of transportation. In addition, as vessels grow
older, they generally decline in value. These factors will
affect the value of our vessels at the termination of their
charters or earlier at the time of their sale. It is very
10
possible that the value of our vessels could be well below both
their implied value based on the trading price for our shares and
their present market value without the Shell International
charters. While the trading price for our shares depends on many
factors, the failure of Shell International to renew the charters
could result in a lower market price for our shares. Based on
the closing price of $26.48 for our common shares on April 12,
2001, taking into account our total indebtedness of $125.4
million, and assuming no other factors, such as liquidity
premiums, our cash position, or expectations of future
performance, the implied value of each of our vessels with the
Shell International charter was $115.6 million. The market value
of a similar vessel, without charter, may be significantly lower
than the implied value of our vessels.
Company Specific Risk Factors
BECAUSE OUR CHARTERS MAY EXPIRE IN 2004, WE MAY INCUR ADDITIONAL
EXPENSES AND NOT BE ABLE TO RECHARTER OUR VESSELS PROFITABLY
Each of our charters with Shell International expires
approximately seven years after the date of delivery of each
vessel to us, which could be as early as February 2004, unless
extended at the option of the charterer for an additional period
of approximately seven years, on eight months' prior written
notice. The charterer has the sole discretion to exercise that
option under one or more of the charters. The charterer will not
owe any fiduciary or other duty to us or our shareholders in
deciding whether to exercise the extension option, and the
charterer's decision may be contrary to our interests or those of
our shareholders.
We cannot predict at this time any of the factors that
the charterer will consider in deciding whether to exercise any
of its extension options under the charters. It is likely,
however, that the charterer would consider a variety of factors,
which may include whether a vessel is surplus or suitable to the
charterer's requirements and whether competitive charterhire
rates are available to the charterer in the open market at that
time.
In the event Shell International does not extend our
current charters, we will present to our shareholders a
recommendation by our Board of Directors as to whether it
believes that the sale of our vessels is in our shareholders'
best interests or whether an alternative plan, such as attempting
to arrange a replacement charter, might be of greater benefit to
us. Replacement charters may include shorter term time charters
and employing the vessels on the spot charter market (which is
subject to greater fluctuation than the time charter market).
Any replacement charters may bring us lower charter rates and
11
would likely require us to incur greater expenses which may
reduce the amounts available, if any, to pay distributions to
shareholders.
WE OPERATE IN THE HIGHLY COMPETITIVE INTERNATIONAL TANKER MARKET
WHICH COULD AFFECT OUR POSITION IF SHELL INTERNATIONAL DOES NOT
RENEW OUR CHARTERS
The operation of tanker vessels and transportation of
crude and petroleum products and the other businesses in which we
operate are extremely competitive. Competition arises primarily
from other tanker owners, including major oil companies as well
as independent tanker companies, some of whom have substantially
greater resources 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. During the term of
our existing charters with Shell International we are not exposed
to the risk associated with this competition. In the event that
Shell International does not renew the charters in 2004, we will
have to compete with other tanker owners, including major oil
companies as well as independent tanker companies for charterers.
Due in part to the fragmented tanker market, competitors with
greater resources could enter and operate larger fleets through
acquisitions or consolidations and may be able to offer better
prices and fleets, which could result in our achieving lower
revenues from our VLCC oil tankers.
COMPLIANCE WITH ENVIRONMENTAL LAWS OR REGULATIONS MAY ADVERSELY
AFFECT OUR EARNINGS AND FINANCIAL CONDITIONS IF SHELL
INTERNATIONAL DOES NOT RENEW ITS CHARTERS
Regulations in the various states and other
jurisdictions in which our vessels trade affect our business.
Extensive and changing environmental laws and other regulations,
compliance with which may entail significant expenses, including
expenses for ship modifications and changes in operating
procedures, affect the operation of our vessels. Although Shell
International is responsible for all operational matters and
bears all these expenses during the term of our current charters,
these expenses could have an adverse effect on our business
operations at any time after the expiration or termination of a
charter or in the event Shell International fails to make a
necessary payment.
WE MAY NOT HAVE ADEQUATE INSURANCE IN THE EVENT EXISTING CHARTERS
ARE NOT RENEWED
There are a number of risks associated with the
operation of ocean-going vessels, including mechanical failure,
collision, property loss, cargo loss or damage and business
12
interruption due to political circumstances in foreign countries,
hostilities and labor strikes. In addition, the operation of any
vessel is subject to the inherent possibility of marine disaster,
including oil spills and other environmental mishaps, and the
liabilities arising from owning and operating vessels in
international trade. Under the existing charters, Shell
International bears all risks associated with the operation of
our vessels including any total loss of one or more vessels.
However, we cannot assure investors that we will adequately
insure against all risks in the event our existing charters are
not renewed at the expiration of their terms. We may not be able
to obtain adequate insurance coverage at reasonable rates for our
fleet in the future and the insurers may not pay particular
claims.
WE ARE HIGHLY DEPENDENT ON SHELL INTERNATIONAL AND ITS GUARANTORS
We are highly dependent on the due performance by Shell
International of its obligations under the charters and by its
guarantors, Shell Petroleum N.V. and The Shell Petroleum Company
Limited, of their obligations under their respective guarantees.
Any failure by Shell International or the guarantors to perform
their obligations could result in enforcement by our lenders of
their rights including foreclosing on the mortgages over the
vessels and the outstanding capital stock of our subsidiaries,
all of which are pledged to the lenders, and all of the
subsidiaries' rights in the charters, and the consequent
forfeiture of our vessels. Our shareholders do not have any
recourse against Shell International or its guarantors.
Our ability to recharter or sell the vessels if Shell
International and its guarantors default would be subject to the
rights of the lenders and the rights of the lessor under finance
leases to which we are a party for our vessels. In addition, if
Shell International were to default on its obligations under a
charter or not exercise its charter extension option, we may be
required to change the flagging or registration of the related
vessel and may incur additional costs, including maintenance and
crew costs.
INCURRENCE OF EXPENSES OR LIABILITIES MAY REDUCE OR ELIMINATE
DISTRIBUTIONS
We have made distributions quarterly since April 1997,
in an aggregate amount equal to the charterhire received from
Shell International less our cash expenses and less any reserves
required in respect of any contingent liabilities. It is
possible that we could incur other expenses or contingent
liabilities that would reduce or eliminate the cash available for
distribution by us as dividends. In particular, toward the end
of the term of the charters in 2004, we are likely to have
13
additional expenses and may have to set aside amounts for future
payments of interest. Our loan agreements prohibit the
declaration and payment of dividends if we are in default under
them. In addition, the declaration and payment of dividends is
subject at all times to the discretion of our Board. We cannot
assure you that we will pay dividends in the amounts anticipated
or at all.
IF WE CANNOT REFINANCE OUR LOANS, WE MAY HAVE TO SELL OUR
VESSELS, WHICH MAY LEAVE NO ADDITIONAL FUNDS FOR DISTRIBUTIONS TO
SHAREHOLDERS.
Whether or not Shell International renews our charters,
our outstanding loan facility will mature in 2004, seven years
and six months after the date of delivery of the related vessel,
and we will be obligated to repay or refinance the related loan
at that time. There is no assurance that we will be able to
repay or refinance those loans. In addition, even if Shell
International renews the charters for one or more of our vessels,
but we are unable to refinance the related loan facility on
acceptable terms, we may be forced to attempt to sell the vessels
subject to the charters. Depending on the market value for our
vessels at the time, it is possible that there could be no funds
left to distribute to our shareholders.
WE HAVE A LIMITED BUSINESS PURPOSE WHICH LIMITS OUR FLEXIBILITY
Our bye-laws limit our business to engaging in the
acquisition, disposition, ownership, leasing and chartering of
our five VLCC oil tankers. During the terms of our charters with
Shell International we expect that the only source of operating
revenue from which we may pay distributions will be from these
charters.
GOVERNMENTS COULD REQUISITION OUR VESSELS DURING A PERIOD
OF WAR OR EMERGENCY, RESULTING IN A LOSS OF EARNINGS
A government could requisition for title or seize our
vessels. Requisition for title occurs when a government takes
control of a vessel and becomes her owner. Also, a government
could requisition our vessels for hire. Requisition for hire
occurs when a government takes control of a vessel and
effectively becomes her charterer at dictated charter rates. If
a vessel is requisitioned for hire from a pre-existing charterer
beyond the scheduled termination date, Shell International will
be obligated to pay to us only those amounts received by it as
charterhire from the requisitioning entity, less operating costs.
This amount could be materially less than the charterhire that
would have been payable otherwise. In addition, we would bear
all risk of loss or damage to the vessel after the charter would
otherwise have terminated.
14
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT OF THE COMPANY
Knightsbridge Tankers Limited (the "Company") was
incorporated in Bermuda on September 18, 1996. The Company's
registered and principal executive offices are located at Mercury
House, 101 Front Street, Hamilton, HM 12, Bermuda, and its
telephone number is +1 (441) 295-6935.
The Company was incorporated for the purpose of the
acquisition, disposition, ownership, leasing and chartering of,
through wholly-owned subsidiaries (the "Subsidiaries"), five very
large crude oil carriers ("VLCCs") (the "Vessels"), and certain
related activities. The Company charters the Vessels to Shell
International Petroleum Company Limited (the "Charterer") on
long-term "hell and high water" bareboat charters (the
"Charters"). The obligations of the Charterer under these
charters are jointly and severally guaranteed (the "Charter
Guarantees") by Shell Petroleum N.V. and The Shell Petroleum
Company Limited (the "Charter Guarantors"). The Charterer and the
Charter Guarantors are all companies of the Royal Dutch/Shell
Group of Companies. References herein to the Company include the
Company and the Subsidiaries, unless otherwise indicated.
The business of the Company is limited by its Bye-Laws
to the consummation of the transactions described above and
related activities including the ownership of the Subsidiaries
engaged in the acquisition, disposition, ownership, leasing and
chartering of the Vessels and engaging in activities necessary,
suitable or convenient to accomplish, or in connection with or
incidental to, the foregoing, including entering into the Credit
Facility (as defined below) and U.K finance leases and the
refinancing thereof. During the terms of the Charters, the
Company expects that its only source of operating revenue from
which the Company may pay distributions to shareholders on its
common shares, par value $.01 per share, (the "Common Shares")
will be cash payments from the Subsidiaries to the Company. Also,
during the terms of the Charters, the Subsidiaries' only source
of operating revenue will be charterhire paid to the Subsidiaries
by the Charterer. The Company's Bye-Laws may be amended only upon
the affirmative vote of 66-2/3% of the outstanding Common Shares,
and, insofar as the Company's purposes or powers are concerned or
insofar as the interests of the lenders under the Credit Facility
are prejudiced, with the approval of the lenders under the Credit
Facility. In addition, the Company and the Subsidiaries have
agreed with the Charterer not to take certain acts which would
subject them to general jurisdiction of the U.S. courts.
In February, 1997, upon the exercise by the underwriters
of their overallotment option, the Company offered and sold to
15
the public 16,100,000 Common Shares at an initial offering price
of $20 per share. Simultaneously, the Company sold 1,000,000
Common Shares at a price of $20 per share to ICB International
Limited ("ICB International"), an indirect wholly-owned
subsidiary of ICB Shipping Aktiebolag (publ) ("ICB"). ICB has
since disposed of almost all of those shares. ICB is a Swedish
oil tanker owning and operating company which until December 29,
1999, was publicly traded. ICB has been a subsidiary of Frontline
Ltd. ("Frontline"), a Bermuda publicly traded oil tanker owning
and operating company since September 23, 1999 when Frontline
through purchases of shares became the indirect owner of more
than 90 % of the shares and votes in ICB. As of December 31,
2000, ICB International owns approximately 0.01 % of the
outstanding Common Shares. ICB Shipping (Bermuda) Limited (the
"Manager"), another wholly-owned subsidiary of ICB and of which
Frontline is the ultimate parent, manages the business of the
Company.
The Company used the net proceeds of the offerings
described above, together with advances totaling $145.6 million
under a credit facility from an international syndicate of
lenders (the "Credit Facility"), primarily to fund the purchase
by the Subsidiaries of the Vessels. Upon their purchase from
their previous owners on February 27, 1997 (the "Delivery Date"),
the Vessels were delivered by the Company to the Charterer under
the Charters. The term of each of the Charters is a minimum of
seven years, with an option for the Charterer to extend the
period for each Vessel's Charter for an additional seven-year
term, to a maximum of 14 years per Charter. Under the Charters,
the Charterer pays the greater of a base rate of hire or a spot
market related rate. See B. Business Overview below.
The Subsidiaries have each entered into conditional
sale/leaseback arrangements (the "U.K. Finance Leases") with a
subsidiary of National Westminster Bank plc, NatWest Leasing and
Asset Finance Ltd. (the "U.K. Lessor") pursuant to which each
Subsidiary has sold a Vessel to the U.K. Lessor under a
conditional sale agreement (the "CSA") and concurrently leased
its Vessel back from the U.K. Lessor for a term of 25 years. By
virtue of certain benefits under United Kingdom tax laws which
will be passed to the Charterer, the U.K. Finance Leases enable
the Charterer to achieve a reduction in its costs of hiring and
using the Vessels, without reducing the Base Hire, Additional
Hire, if any, or Supplemental Hire (as these terms are defined
herein) payable to the Subsidiaries. During the term of the U.K.
Finance Leases, the Vessels will remain on the Company's
consolidated balance sheet and each Subsidiary will retain title
to the related Vessel.
On the Delivery Date, the U.K. Lessor paid to the
Subsidiaries an amount equal to $439.8 million in the aggregate
16
and each Subsidiary delivered its related Vessel to the Charterer
as agent for the U.K. Lessor. Each Subsidiary procured the
opening of a letter of credit (each a "Letter of Credit" and,
collectively, the "Letters of Credit") by a major commercial bank
(each a "LC Bank" and, collectively, the "LC Banks") from which
the U.K. Lessor will be paid rental and other payments due under
the U.K. Finance Leases. The Subsidiaries also established letter
of credit reimbursement accounts (each a "LC Account" and,
collectively, the "LC Accounts") with the LC Banks, as security
for their respective obligations to reimburse the LC Banks for
amounts paid under the Letters of Credit. Interest on the LC
Accounts will be added to such security, and, therefore, will not
benefit the Company.
The U.K. Lessor, the Charterer and each Subsidiary have
entered into a direct support agreement (each a "Direct Support
Agreement" and, collectively, the "Direct Support Agreements")
containing certain indemnification and other payment obligations
of the Charterer in favor of the U.K. Lessor. The U.K. Finance
Leases are structured so that the LC Banks may not make claims
for reimbursement against the Subsidiaries or the Vessels for
amounts paid or capable of being drawn under the Letters of
Credit, other than claims in respect of funds on deposit in the
LC Accounts (including interest thereon), except in the event
that such funds are returned to the Subsidiaries or paid to a
creditor or a trustee or similar official and then only to the
extent of such returned or paid funds. In addition, the U.K.
Lessor may not make claims against the Subsidiaries or the
Vessels for amounts otherwise due under the U.K. Finance Leases
and capable of being drawn under the Letters of Credit, except to
the extent that the Charterer has paid to a Subsidiary under the
Charters separate amounts denominated in Pounds Sterling
("Sterling Hire") for the sole purpose of enabling the
Subsidiaries to meet their obligations to the U.K. Lessor.
The U.K. Lessor, the Charterer and each Subsidiary (with
the consent of the Charterer) may not terminate the U.K. Finance
Leases apart from under certain conditions and upon such
termination a termination sum (the "Termination Sum") will be
payable to the U.K. Lessor. One of those conditions includes the
termination of the Charter and the failure to substitute an
acceptable replacement charter. The recourse of the U.K. Lessor
against the Subsidiaries or the Vessels for all or any portion of
the Termination Sum will be limited to amounts capable of being
drawn under the Letters of Credit and to any amounts paid in
respect thereof by the Charterer to the Subsidiaries as Sterling
Hire. To the extent the Termination Sum exceeds the amount
capable of being drawn under the Letters of Credit, the Charterer
will be obligated to pay the U.K. Lessor the difference. Also,
upon termination, the U.K. Lessor will agree to sell its interest
in the related Vessel and to allow the relevant Subsidiary to
17
control the disposition of such interest in the related Vessel
and to receive the net proceeds of any sale thereof except in
limited circumstances. However, the Subsidiaries' rights will be
subject to the rights of the agent on behalf of the lenders under
the Credit Facility, as described below, who will be entitled to
control such disposition in certain circumstances.
The Company has entered into the Credit Facility with a
syndicate of international lenders, pursuant to which the Company
on the Delivery Date borrowed $145.6 million in the form of term
loans. Of such amount, $125.4 million was in respect of five
loans (the "Primary Loans"), each in respect of a Vessel, and
$20.2 million was in respect of five loans (the "Amortizing
Loans"), each in respect of a Vessel. The Primary and Amortizing
Loans were equal to approximately 31.65% of the purchase price of
the Vessels, which was $439,821,545 million in the aggregate.
Each Primary Loan will mature on August 27, 2004. The Amortizing
Loans amortized in equal quarterly installments beginning on
April 15, 1997 through January 15, 2000, when they were repaid in
full. Whether or not the term of any of the Charters is
extended, the Company is obligated to repay the borrowings under
the Credit Facility on the maturity date. The Credit Facility
provides for payment of interest on the outstanding principal
balance of each of the Primary Loans and on the Amortizing Loans
quarterly, in arrears, at a floating interest rate based on the
rate in the London interbank eurocurrency market. However, the
Company has entered into an interest rate swap transaction (the
"Swap") with Goldman Sachs Capital Markets, L.P., an affiliate of
Goldman, Sachs & Co. (the "Swap Counterparty"), so that it has
effectively fixed its interest rate on the Primary Loans and the
Amortizing Loans at the rate of approximately 7.14% and 6.51%,
respectively, per annum.
If a Subsidiary sells or disposes of the related Vessel
or the Company sells or disposes of its shareholding in such
Subsidiary, or the U.K. Lessor sells or otherwise disposes of its
interest in a Vessel and rebates the proceeds thereof to the
Subsidiary the Company will be obligated to make a loan
prepayment in respect of the Credit Facility which will be
applied against the Primary Loans in a manner depending upon
whether the disposal occurred prior to, or on or after February,
2004.
The Credit Facility is secured by, among other things, a
pledge by the Company of 100% of the issued and outstanding
capital stock of the Subsidiaries, a guarantee from each
Subsidiary, a mortgage on each Vessel (collectively, the
"Mortgages"), assignments of the Charters and the Charter
Guaranties and an assignment of the U.K. Lessor's rights to take
title to the Vessels and the proceeds from the sale or any
novation thereof. The Credit Facility is not guaranteed by the
18
Charterer or the Charter Guarantors. The failure by the Company
to make payments due and payable under the Credit Facility could
result in the acceleration of all principal and interest on the
Credit Facility, the enforcement by the lenders under the Credit
Facility of their rights with respect to the security therefor,
and the consequent forfeiture by the Company of one or more of
the Vessels. The Credit Facility and the Swap also provide for
other customary events of default.
The Credit Facility contains a number of covenants made
by the Company and each of the Subsidiaries that, among other
things, restrict the ability of the Company to incur additional
indebtedness, pay dividends if the Company is in default, change
the business conducted by the Company, create liens on assets or
dispose of assets. In addition, upon termination of a Charter,
the Company and the relevant Subsidiary will be subject to
additional covenants pursuant to the Credit Facility pertaining
primarily to the maintenance and operation of the Vessels.
The Charter Guarantors have entered into the separate
joint and several Charter Guaranties in favor of the Company and
each Subsidiary. Pursuant to the Charter Guaranties, the Charter
Guarantors on a joint and several basis fully and unconditionally
guarantee the prompt payment and performance by the Charterer of
all its obligations under and in connection with each Charter to
the relevant Subsidiary and certain indemnification obligations
under the Charters to the Company. The Charter Guaranties do not
confer any rights or remedies thereunder on any person, other
than the Company and the Subsidiaries, and are not guaranties of
the payment of dividends or any other amounts to the holders of
Common Shares. As the Charter Guarantors are holding companies,
the Charter Guaranties are effectively subordinated to the debt
of their subsidiaries which are operating companies.
B. BUSINESS OVERVIEW
The Charterer is Shell International Petroleum Company
Limited, a wholly-owned subsidiary of The Shell Petroleum Company
Limited, which, in turn, is a subsidiary of N.V. Koninklijke
Nederlandsche Petroleum Maatschappij, which owns 60% of its share
capital, the remaining 40% being owned by The "Shell" Transport
and Trading Company, p.l.c.
The principal activities of the Charterer are to buy,
sell and otherwise deal in, and to transport, crude oil,
petroleum products and coal and to provide services to the
companies of the Royal Dutch/Shell Group of Companies. The
Charterer currently charters the Vessels from the Subsidiaries
under the Existing Charters.
19
Pursuant to the Charters, each Vessel is chartered for
an initial term of seven years (ending in February, 2004). Each
Charter is subject to extension at the option of the Charterer
for an additional period of seven years plus, subject to the
notice requirement described below, at the option of the
Charterer, up to 90 days plus up to 30 days thereafter upon at
least eight months' prior notice of such extension, which notice
shall be irrevocable. The obligation of the Charterer to pay
charterhire for the Vessels commenced on the Delivery Date. The
Charterer is obligated to give written notice (which shall be
irrevocable), not less than three months prior to the seventh or
as applicable, the fourteenth, anniversary of the Delivery Date
(February, 2004 and February, 2011, respectively), of the number
of days, if any, by which the original term or the extended term,
respectively, of a Charter will extend beyond such anniversary.
Pursuant to the terms of the Charters, the Charterer's
obligation to pay charterhire for the entire charter period is
absolute, whether there is a loss or damage to a Vessel of any
kind or whether such Vessel or any part thereof is rendered unfit
for use or is requisitioned for hire or for title, and regardless
of any other reason whatsoever. The Charter Guarantors have
agreed to guarantee all of the Charterer's obligations under each
of the Charters.
A Subsidiary has the right to assign the income it
receives under the relevant Charter without the Charterer's
consent; however, the Subsidiary may not otherwise assign its
rights and obligations under such Charter, without the prior
written consent of the Charterer, which consent shall not be
unreasonably withheld, provided that for this purpose (i) a
transfer of the legal ownership of the shares of a Subsidiary
shall be deemed to be an assignment of such rights and
obligations by such Subsidiary for which the Charterer's consent
shall be required, and (ii) without limitation, it shall be
reasonable for the Charterer to withhold its consent to a
transfer and assignment by a Subsidiary of its rights and
obligations under the relevant Charter to a person or entity with
whom the Charterer does not wish, in good faith, for policy or
other reasons to enter into a business relationship.
The Charterer may not assign its rights and obligations
under each of the Charters nor may it charter a Vessel by demise,
to any company other than a company of the Royal Dutch/Shell
Group of Companies without the prior written consent of the
relevant Subsidiary, which consent shall not be unreasonably
withheld. The Charterer may otherwise charter a Vessel without
the prior consent of the relevant Subsidiary, provided that the
Charterer remains responsible as principal (or appoints another
person to be responsible in its stead) for navigating and
managing such Vessel throughout the period of such Charter and
20
for defraying all expenses in connection with such Vessel
throughout such period. In any such case the Charterer will
remain liable for payment and performance of the Charterer's
obligations under such Charter and the relevant Charter Guaranty
shall remain in effect with respect to such Charter.
Under each Charter, the Charterer is liable for all
expenses of operating, repairing and maintaining the related
Vessel, other than the initial registration expenses of such
Vessel, and bears all risk of loss of or damage to such Vessel
during the term of such Charter. In addition, a Subsidiary (i)
has no liability to the Charterer for breaches of any of its
representations or warranties made to the Charterer with respect
to the Vessel owned by such Subsidiary, except to the extent of
actual recoveries made by a Subsidiary from third parties in
relation thereto, and (ii) is not liable to continue to supply a
Vessel or any part thereof if, following the delivery of such
Vessel under a Charter, such Vessel or any part thereof is lost,
damaged rendered unfit for use, confiscated, seized,
requisitioned, restrained or appropriated and, in any such case
or for any reason whatsoever, the charterhire payable in respect
of such Vessel shall continue to be payable.
The Charterer is obligated under each Charter to
indemnify the relevant Subsidiary and the Company in respect of
events arising prior to and through the term of the Charters with
respect to, among other things (i) all costs and expenses of
operating, maintaining and replacing all parts in respect of the
Vessels and (ii) all liabilities, claims and proceedings claimed
by anyone arising in any manner out of, among other things, the
operation or chartering of the Vessels, including environmental
liabilities, other than liabilities arising out of the gross
negligence or willful misconduct of such Subsidiary or the
Company. The indemnities provided in the Charters continue in
full force (in respect of events occurring during the pendency of
a Charter) notwithstanding termination or expiration of such
Charter. All amounts payable under the Charters by the Charterer,
including indemnity payments, are required to be paid free from
and without deduction for certain taxes specified in the Charter.
The Charterer has the right at its expense to assume the defense
of indemnified claims.
During the term of each Charter, the Charterer is
required, at its own cost, (a) to maintain the related Vessel, as
well as the machinery, cargo handling and other equipment,
appurtenances and spare parts thereof, in the same good state of
repair and efficient operating condition as other vessels owned
or operated by companies of the Royal Dutch/Shell Group of
Companies, ordinary wear and tear excepted, and (b) to keep each
Vessel with unexpired classification of Lloyds Register of
Shipping and with other required certificates (including, without
21
limitation, those required by the Vessel's country of registry).
In addition, the Charterer is required to drydock such Vessel and
clean and paint its underwater parts whenever the same shall be
necessary, in accordance with the practices applied to other
vessels owned or operated by companies of the Royal Dutch/Shell
Group of Companies. A Subsidiary shall have the right, at any
time on reasonable notice to the Charterer and at such
Subsidiary's expense, to inspect or survey the relevant Vessel,
to ascertain that such Vessel is being properly repaired and
maintained, provided that such inspection or survey will not
interfere with such Vessel's trading requirements and such
Subsidiary shall be required to rebate to Charterer a sum
equivalent to charterhire payable during any period of drydocking
caused solely by the subsidiary's inspection and survey.
Pursuant to the Charters, the Charterer is obliged to
maintain marine (hull and machinery), war, protection and
indemnity and pollution risk insurance on each Vessel in a manner
consistent with insurance arrangements currently in force in
relation to similar vessels owned or operated by companies of the
Royal Dutch/Shell Group of Companies, provided that the Charterer
is entitled to self insure with respect to marine (hull and
machinery) and war risks.
The daily charterhire rate payable under each Charter is
comprised of two primary components: (i) the Base Rate, which is
a fixed minimum rate of charterhire equal to $22,069 per Vessel
per day, payable quarterly in arrears, and (ii) Additional Hire,
which is additional charterhire (determined and paid quarterly in
arrears and may equal zero) that will equal the excess, if any,
of a weighted average of the daily time charter rates for three
round-trip trade routes traditionally served by VLCCs, less an
agreed amount of $10,500 during the initial term of the Charters,
and $14,900 for any extended term, representing daily operating
costs over the Base Rate. This charterhire computation is
intended to enable the Company to receive the greater of (i) an
average of prevailing spot charter rates for VLCCs trading on
such routes after deducting daily operating costs of $10,500
during the initial term of the Charters, and $14,900 for any
extended term and (ii) the Base Rate.
The Charterer has also been obligated to pay
Supplemental Hire quarterly in arrears until January 15, 2000 in
fixed amounts that were calculated with reference to the swap
fixed interest rate under the Credit Facility and which were
equivalent to amounts due under the Amortizing Loan. Supplemental
Hire therefore served the Company's business purpose of repaying
the Amortizing Loan. The Charterer was obligated to pay
supplemental Hire as set forth below:
22
January 15, 1999 $1,819,615
April 15, 1999 $1,789,599
July 15, 1999 $1,763,484
October 15, 1999 $1,736,769
January 15, 2000 $1,709,153
The amount of Additional Hire, if any, that is payable is
calculated based on a determination of the London Tanker Brokers
Panel (the "Brokers Panel") or another panel of brokers mutually
acceptable to the Subsidiaries and the Charterer of the average
spot rates (the "Average Spot Rates") in Worldscale points over
the three months ending on the last day of the month preceding
the relevant charterhire payment date (the "Hire Payment Date")
on the following three standard notional round voyage routes and
cargo sizes for similar ships:
(A) Arabian Gulf to Rotterdam with 280,000 tonnes of cargo;
(B) Arabian Gulf to Singapore with 260,000 tonnes of cargo;
and
(C) Arabian Gulf to Japan with 260,000 tonnes of cargo.
The determination of the Brokers Panel shall be binding upon both
the Subsidiaries and the Charterer. "Worldscale" is an index
commonly used in the tanker industry for calculating freight
rates in the spot charter market.
INDUSTRY CONDITIONS
The oil tanker industry has been highly cyclical,
experiencing volatility in charterhire rates and vessel values
resulting from changes in the supply of and the demand for crude
oil and tanker capacity. The demand for tankers is influenced by,
among other factors, the demand for crude oil, global and
regional economic conditions, developments in international
trade, changes in seaborne and other transportation patterns,
weather patterns, oil production, armed conflicts, port
congestion, canal closures, embargoes and strikes. In addition,
the Company anticipates that the future demand for VLCCs, such as
the Vessels, will also be dependent upon continued economic
growth in the United States, Continental Europe and the Far East
and competition from pipelines and other sizes of tankers.
Adverse economic, political, social or other developments in any
of these regions could have an adverse effect on the Company's
business and results of operations. In addition, even if demand
for crude oil grows in these areas, demand for VLCCs may not
necessarily grow and may even decline. Demand for crude oil is
affected by, among other things, general economic conditions,
commodity prices, environmental concerns, taxation, weather and
competition from alternatives to oil. Demand for the seaborne
23
carriage of oil depends partly on the distance between areas that
produce crude oil and areas that consume it and their demand for
oil. The incremental supply of tanker capacity is a function of
the delivery of new vessels and the number of older vessels
scrapped, in lay-up, converted to other uses, reactivated or
lost. Such supply may be affected by regulation of maritime
transportation practices by governmental and international
authorities. All of the factors influencing the supply of and
demand for oil tankers are outside the control of the Company,
and the nature, timing and degree of changes in industry
conditions are unpredictable. Furthermore, the amount of
Additional Hire will be determined quarterly with reference to
three round-trip trade routes between the following locations:
(i) the Arabian Gulf and Rotterdam, The Netherlands, (ii) the
Arabian Gulf and Japan and (iii) the Arabian Gulf and Singapore.
Therefore, the demand for oil in the areas serviced by such
routes could have a significant effect on the amount of
Additional Hire that may be payable. There can be no assurance
that Additional Hire will be payable for any quarter.
VLCCs are specifically designed for the transportation
of crude oil and, due to their size, are used to transport crude
oil primarily from the Arabian Gulf to the Far East, Northern
Europe, the Caribbean and the Louisiana Offshore Oil Port
("LOOP"). While VLCCs are increasingly being used to carry crude
oil from other areas, any decrease in shipments of crude oil from
the Arabian Gulf would have a material adverse effect on the
Company at any time after the expiration or termination of the
Charters (or earlier if such decrease adversely affects
charterhire rates for shipments from the Arabian Gulf).
Among the factors which could lead to such a decrease
are (i) increased crude oil production from non-Arabian Gulf
areas, (ii) increased refining capacity in the Arabian Gulf area,
(iii) increased use of existing and future crude oil pipelines in
the Arabian Gulf area, (iv) a decision by Arabian Gulf oil-
producing nations to increase their crude oil prices or to
further decrease or limit their crude oil production, (v) armed
conflict in the Arabian Gulf or along VLCC trading routes,
(vi) political or other factors and (vii) the development and the
relative costs of nuclear power, natural gas, coal and other
alternative sources of energy.
VLCC demand is primarily a function of demand for
Arabian Gulf crude oil, which in turn is primarily dependent on
the economies of the world's industrial countries and competition
from alternative energy sources. A wide range of economic,
political, social and other factors can significantly affect the
strength of the world's industrial economies and their demand for
Arabian Gulf crude oil. One such factor is the price of worldwide
crude oil. The world's oil markets have experienced high levels
24
of volatility in the last 25 years. If oil prices were to rise
dramatically, the economies of the world's industrial countries
may experience a significant downturn. See Item 5. Operating and
Financial Review and Prospects -- Operating Results -- The Tanker
Market.
VESSEL VALUES
Tanker values have generally experienced high
volatility. The fair market value of oil tankers, including the
vessels, can be expected to fluctuate, depending upon general
economic and market conditions affecting the tanker industry and
competition from other shipping companies, types and sizes of
vessels, and other modes of transportation. In addition, as
vessels grow older, they may be expected to decline in value.
These factors will affect the value of the vessels at the
termination of their respective charters or earlier at the time
of their sale.
Since the mid-1970s, during most periods there has been
a substantial worldwide oversupply of crude oil tankers,
including VLCCs. In addition, the market for secondhand VLCCs has
generally been weak since the mid-1970s. Notwithstanding the
aging of the world tanker fleet and the adoption of new
environmental regulations which will result in a phaseout of many
single hull tankers, significant deliveries of new VLCCs would
adversely affect market conditions.
LOSS AND LIABILITY INSURANCE
There are a number of risks associated with the
operation of ocean-going vessels, including mechanical failure,
collision, property loss, cargo loss or damage and business
interruption due to political circumstances in foreign countries,
hostilities and labor strikes. In addition, the operation of any
vessel is subject to the inherent possibility of marine disaster,
including oil spills and other environmental mishaps, and the
liabilities arising from owning and operating vessels in
international trade. The United States Oil Pollution Act of
1990, or OPA, which imposes virtually unlimited liability upon
owners, operators and demise charterers of any vessel trading in
the United States exclusive economic zone for certain oil
pollution accidents in the United States, has made liability
insurance more expensive for ship owners and operators trading in
the United States market and has also caused insurers to consider
reducing available liability coverage. Pursuant to the Charters,
the Charterer will bear all risks associated with the operation
of the Vessels, including, without limitation, any total loss of
one or more Vessels. The Charterer will also indemnify each
Subsidiary and the Company, and the Charter Guarantors have
agreed to guarantee such obligation, for all liabilities arising
25
prior to and during the term of the Charters in connection with
the chartering and operation of the Vessels, including, under
environmental protection laws and regulations, other than
liabilities arising out of the gross negligence or willful
misconduct of such Subsidiary or the Company.
The Charterer is entitled to self-insure the marine
(hull and machinery) and war risk on each Vessel. In event of
loss, following full payments of charterhire under the Charter's
"hell and high water" provisions, a lump sum payment will be made
to the relevant Subsidiary on expiration of a Charter, based upon
three independent shipbrokers' evaluations of fair market values
of similar vessels at the expiry of the Charter.
Protection and indemnity insurance covers the legal
liability of the Charterer, the Subsidiaries and, as required,
their respective associated companies or managers for their
shipping activities. This includes the legal 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.
The Company expects that the Charterer will obtain coverage to
the fullest extent from time to time available on normal terms
from members of the International Group of P&I Associations
(currently approximately $ 4.25 billion, with the exception of
oil pollution liability, which has been available up to $500
million per Vessel per accident increasing to $1.0 billion from
February 20, 2000). The Company believes that the Charterer has
entered each of the Vessels into a P&I Association that is a
member of the International Group of P&I Associations. As a
member of a mutual association, the Charterer (and, under certain
circumstances, a Subsidiary) will be subject to calls payable to
the association based on its claim records as well as the claim
record of all other members of the association.
ENVIRONMENTAL AND OTHER REGULATIONS
Government regulation significantly affects the
ownership and operation of our vessels. The various types of
governmental regulation that affect our vessels include
international conventions, national, state and local laws and
regulations in force in the countries in which our vessels may
operate or where our vessels are registered. 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. Various governmental and quasi-governmental
agencies require us to obtain permits, licenses and certificates
for the operation of our vessels. Although we believe that we
are substantially in compliance with applicable environmental and
26
regulatory laws and have all permits, licenses and certificates
necessary for the conduct of our operations, future non-
compliance or failure to maintain necessary permits or approvals
could require us to incur substantial costs or temporarily
suspend operation of one or more of our vessels.
We believe that the heightened environmental and quality
concerns of insurance underwriters, regulators and charterers are
leading to greater inspection and safety requirements on all
vessels and may accelerate the scrapping of older vessels
throughout the industry. Increasing environmental concerns have
created a demand for modern vessels that are able to conform to
the stricter environmental standards. We maintain high operating
standards for all of our vessels that emphasize operational
safety, quality maintenance, continuous training of our crews and
officers and compliance with United States and international
regulations.
Our vessels are subject to both scheduled and
unscheduled inspections by a variety of governmental and private
entities, each of which may have unique requirements. These
entities include the local port authorities such as the Coast
Guard, harbor master or equivalent, classification societies,
flag state administration or country of registry, and charterers,
particularly terminal operators and major oil companies which
conduct frequent vessel inspections.
Environmental Regulation--IMO.
In April 2001, the International Maritime Organization,
or IMO, the United Nations' agency for maritime safety, revised
its regulations governing tanker design and inspection
requirements. The proposed regulations, which are expected to
become effective September 2002 provided they are ratified by the
IMO member states, provide for a more aggressive phase-out of
single hull oil tankers as well as increased inspection and
verification requirements. They provide for the phase-out of
most single hull oil tankers by 2015 or earlier, depending on the
age of the vessel and whether or not the vessel complies with
requirements for protectively located segregated ballast tanks.
Segregated ballast tanks use ballast water that is completely
separate from the cargo oil and oil fuel system. Segregated
ballast tanks are currently required by the IMO on crude oil
tankers constructed after 1983. The changes, which will likely
increase the number of tankers that are scrapped beginning in
2004, are intended to reduce the likelihood of oil pollution in
international waters.
The proposed regulation identifies three categories of
tankers based on cargo carrying capacity and the presence or
absence of protectively located segregated ballast tanks. Under
27
the new IMO regulations, single-hull oil tankers with carrying
capacities of 20,000 deadweight, or dwt, tons and above carrying
crude oil, fuel oil, heavy diesel oil or lubricating oil as
cargo, and of 30,000 dwt and above carrying other oils, which do
not comply with IMO requirements for protectively located
segregated ballast tanks will be phased out no later than 2007.
Single-hull oil tankers with similar carrying capacities which do
comply with IMO requirements for protectively located segregated
ballast tanks are to be phased out by 2015, depending on the date
of delivery of the vessel. All other single-hull oil tankers
with carrying capacities of 5,000 dwt and above and not falling
into one of the above categories will also be phased out by 2015,
depending on the date of delivery of the vessel.
All of the Company's Vessels have double hulls and
comply with the proposed IMO regulations.
The requirements contained in the International Safety
Management Code, or ISM Code, promulgated by the IMO, also affect
our operations. The ISM Code requires the party 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. Our vessel
manager is certified as an approved ship manager under the ISM
Code.
The ISM Code requires that vessel operators obtain a
safety management certificate for each vessel they operate. This
certificate evidences compliance by a vessel's management with
code requirements for a safety management system. No vessel can
obtain a certificate unless its manager has been awarded a
Document of Compliance, issued by each flag state, under the ISM
Code. All of our vessels have received safety management
certificates.
Noncompliance with the ISM Code and other IMO
regulations may subject the shipowner or a bareboat charterer to
increased liability, may lead to decreases in available insurance
coverage for affected vessels and may result in the denial of
access to, or detention in, some ports. Both the U.S. Coast
Guard and European Union authorities have indicated that vessels
not in compliance with the ISM Code by the applicable deadlines
will be prohibited from trading in U.S. and European Union ports,
as the case may be.
The IMO continues to review and introduce new
regulations on a regular basis. It is impossible to predict what
additional regulations, if any, may be passed by the IMO, whether
those regulations will be adopted by member countries and what
28
effect, if any, such regulations might have on the operation of
oil tankers. the Charterer has advised the Company that it
currently intends to use the Vessels to deliver crude oil
primarily to Northern Europe, East Asia, the United States and
the Gulf of Mexico (primarily LOOP) from oil producing areas in
the Arabian Gulf. Because patterns of world crude oil trade are
not constant, the Vessels may load crude oil in any crude oil
producing areas of the world for delivery to areas where oil
refineries are located. In the Company's opinion, trading of the
Vessels in such areas will not expose the Vessels to regulations
more stringent than those of the United States and/or the IMO.
However, additional laws and regulations may be adopted which
could limit the use of oil tankers such as the Vessels in oil
producing and refining regions.
Environmental Regulation--OPA/CERCLA.
The U.S. Oil Pollution Act of 1990, or OPA, established
an extensive regulatory and liability regime for environmental
protection and cleanup of oil spills. OPA affects all owners and
operators whose vessels trade with the U.S. or its territories or
possessions, or whose vessels operate in the waters of the U.S.,
which include the U.S. territorial waters and the two hundred
nautical mile exclusive economic zone of the U.S. The
Comprehensive Environmental Response, Compensation and Liability
Act, or CERCLA, applies to the discharge of hazardous substances
whether on land or at sea. Both OPA and CERCLA impact our
operations.
Under OPA, vessel owners, operators and bareboat or
"demise" charterers are "responsible parties" who are all liable
regardless of fault, individually and as a group, for all
containment and clean-up costs and other damages arising from oil
spills from their vessels. These "responsible parties" would not
be liable if the spill results solely from the act or omission of
a third party, an act of God or an act of war. The other damages
aside from clean-up and containment costs are defined broadly to
include:
- natural resource damages and related assessment costs;
- real and personal property damages;
- net loss of taxes, royalties, rents, profits or earnings
capacity;
- net cost of public services necessitated by a spill
response, such as protection from fire, safety or health
hazards; and
- loss of subsistence use of natural resources.
29
OPA limits the liability of responsible parties to the
greater of $1,200 per gross ton or $10 million per tanker that is
over 3,000 gross tons. This is subject to possible adjustment
for inflation. OPA specifically permits individual states to
impose their own liability regimes with regard to oil pollution
incidents occurring within their boundaries, and some states have
enacted legislation providing for unlimited liability for
discharge of pollutants within their waters. In some cases,
states which have enacted their own legislation have not yet
issued implementing regulations defining tanker owners'
responsibilities under these laws.
CERCLA, which applies to owners and operators of
vessels, contains a similar liability regime and provides for
cleanup, removal and natural resource damages. Liability under
CERCLA is limited to the greater of $300 per gross ton or $5
million. These limits of liability do not apply, however, where
the incident is caused by violation of applicable U.S. federal
safety, construction or operating regulations, or by the
responsible party's gross negligence or willful misconduct.
These limits do not apply if the responsible party fails or
refuses to report the incident or to cooperate and assist in
connection with the substance removal activities. OPA and CERCLA
each preserve the right to recover damages under existing law,
including maritime tort law. We believe that we are in
substantial compliance with OPA, CERCLA and all applicable state
regulations in the ports where our vessels will call.
OPA requires owners and operators of vessels to
establish and maintain with the Coast Guard evidence of financial
responsibility sufficient to meet the limit of their potential
strict liability under OPA. The Coast Guard has enacted
regulations requiring evidence of financial responsibility in the
amount of $1,500 per gross ton for tankers, coupling the OPA
limitation on liability of $1,200 per gross ton with the CERCLA
liability limit of $300 per gross ton. Under the regulations,
evidence of financial responsibility may be demonstrated by
insurance, surety bond, self-insurance or guaranty. Under OPA
regulations, an owner or operator of more than one tanker will be
required to demonstrate evidence of financial responsibility for
the entire fleet in an amount equal only to the financial
responsibility requirement of the tanker having the greatest
maximum liability under OPA/CERCLA.
Under OPA, with limited exceptions, all newly-built or
converted tankers operating in U.S. waters must be built with
double-hulls. Existing vessels that do not comply with the
double-hull requirement must be phased out over a 20-year period
beginning in 1995 based on size, age and place of discharge,
unless retrofitted with double-hulls. Notwithstanding the phase-
out period, OPA currently permits existing single-hull tankers to
30
operate until the year 2015 if their operations within U.S.
waters are limited to:
- discharging at the Louisiana Offshore Oil Port, also
known as the LOOP; or
- unloading with the aid of another vessel, a process
referred to in the industry as "lightering," within
authorized lightering zones more than 60 miles off-
shore.
Currently, all of the Company's Vessels comply with the
double hull requirements set forth under OPA.
Owners or operators of tankers operating in the waters
of the U.S. must file vessel response plans with the Coast Guard,
and their tankers are required to operate in compliance with
their Coast Guard approved plans. These response plans must,
among other things:
- address a "worst case" scenario and identify and ensure,
through contract or other approved means, the
availability of necessary private response resources to
respond to a "worst case discharge";
- describe crew training and drills; and
- identify a qualified individual with full authority to
implement removal actions.
Environmental Regulation--Other
Although the U.S. is not a party to these conventions,
many countries have ratified and follow the liability scheme
adopted by the IMO and set out in the International Convention on
Civil Liability for Oil Pollution Damage, 1969, or CLC. Under
this convention, a vessel's registered owner is strictly liable
for pollution damage caused in the territorial waters of a
contracting state by discharge of oil, subject to some complete
defenses. Liability is limited to approximately $183 per gross
registered ton or approximately $19.3 million, whichever is less.
If, however, the country in which the damage results is a party
to the 1992 Protocol to the CLC, the maximum liability rises to
$82.7 million. The limit of liability is tied to a unit of
account which varies according to a basket of currencies. The
right to limit liability is forfeited under the CLC where the
spill is caused by the owner's actual fault and under the 1992
Protocol, where the spill is caused by the owner's intentional or
reckless conduct. Vessels trading to states which are party to
this convention must provide evidence of insurance covering the
limited liability of the owner. In jurisdictions where the CLC
31
has not been adopted, various legislative schemes or common law
govern, and liability is imposed either on the basis of fault or
in a manner similar to the CLC.
In addition, most 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. OPA specifically permits individual states to impose their
own liability regimes with regard to oil pollution incidents
occurring within their boundaries, and many states have enacted
legislation providing for unlimited liability for oil spills.
It is impossible to predict what additional legislation,
if any, may be promulgated by the United States or any other
country or authority.
Proposed EU Regulations
The International Maritime Organization has approved an
accelerated timetable for the phase-out of single hull oil
tankers. The new regulations, expected to take effect in
September 2002 provided they are ratified by the IMO member
states, require the phase-out of most single hull oil tankers by
2015 or earlier, depending on the age of the tanker and whether
or not it has segregated ballast tanks. Under the new
regulations the maximum permissible age for single hull tankers
after 2007 will be 26 years, as opposed to 30 years under current
regulations. The amendments to the International Convention for
the Prevention of Marine Pollution from Ships 1973, as amended in
1978, accelerates the phase-out schedule previously set by the
IMO in 1992. We expect that the European Union will incorporate
the IMO regulations so that port states may enforce them.
The sinking of the oil tanker Erika off the coast of
France on December 12, 1999 polluted more than 250 miles of
French coastline with heavy oil. Following the spill, the
European Commission adopted a "communication on the safety of oil
transport by sea," also named the "Erika communication."
As a part of this, the Commission has adopted a proposal
for a general ban on single-hull oil tankers. The timetable for
the ban shall be similar to that set by the United States under
OPA in order to prevent oil tankers banned from U.S. waters from
shifting their trades to Europe. The ban plans for a gradual
phase-out of tankers depending on vessel type:
- Single-hull oil tankers larger than 20,000 dwt without
protective ballast tanks around the cargo tanks. This
category is proposed to be phased out by 2005.
32
- Single-hull oil tankers larger than 20,000 dwt in which
the cargo tank area is partly protected by segregated
ballast tank. This category is proposed to be phased
out by 2010.
- Single-hull tankers below 20,000 dwt. This category is
proposed to be phased out by 2015.
In addition, Italy has announced a ban of single hull
crude oil tankers over 5,000 dwt from most Italian ports,
effective April 2001. This ban will be placed on oil product
carriers, effective December 1, 2001. It is impossible to
predict what legislation or additional regulations, if any, may
be promulgated by the European Union or any other country or
authority.
Inspection by Classification Societies
Every seagoing vessel must be "classed" by a
classification society. The classification society certifies
that the vessel is "in class," signifying that the vessel has
been built and maintained in accordance with the rules of the
classification society and complies with applicable rules and
regulations of the vessel's country of registry and the
international conventions of which that country is a member. In
addition, where surveys are required by international conventions
and corresponding laws and ordinances of a flag state, the
classification society will undertake them on application or by
official order, acting on behalf of the authorities concerned.
The classification society 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:
Annual Surveys: For seagoing ships, annual surveys are
conducted for the hull and the machinery, including the
electrical plant, and where applicable for special equipment
classed, at intervals of 12 months from the date of commencement
of the class period indicated in the certificate.
Intermediate Surveys: Extended annual surveys are
referred to as intermediate surveys and typically are conducted
two and one-half years after commissioning and each class
33
renewal. Intermediate surveys may be carried out on 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-gauging to determine the
thickness of the steel structures. Should the thickness be found
to be less than class requirements, the classification society
would prescribe steel renewals. The classification society may
grant a one-year grace period for completion of the special
survey. Substantial amounts of money may have to be spent for
steel renewals to pass a special survey if the vessel experiences
excessive wear and tear. In lieu of the special survey every
four or five years, depending on whether a grace period was
granted, a shipowner has the option of arranging with the
classification society for the vessel's hull or machinery to be
on a continuous survey cycle, in which every part of the vessel
would be surveyed within a five-year cycle.
At an owner's application, the surveys required for
class renewal may be split according to an agreed schedule to
extend over the entire period of class. This process is referred
to as continuous class renewal.
All areas subject to survey as defined by the
classification society are required to be surveyed at least once
per class period, unless shorter intervals between surveys are
prescribed elsewhere. The period between two subsequent surveys
of each area must not exceed five years.
Most vessels are also drydocked every 30 to 36 months
for inspection of the underwater parts and for repairs related to
inspections. If any defects are found, the classification
surveyor will issue a "recommendation" which must be rectified by
the shipowner within prescribed time limits.
Most insurance underwriters make it a condition for
insurance coverage that a vessel be certified as "in class" by a
classification society which is a member of the International
Association of Classification Societies.
SALE OF VESSELS AND REPLACEMENT CHARTERS
At least five months prior to the end of the term of a
Charter (including the extension thereof), the Company is
obligated pursuant to its Bye-Laws to call a special meeting of
its shareholders for the purpose of presenting the shareholders
with a proposal to cause the Company to sell the related Vessel
34
(or the Subsidiary owning such Vessel) and cause the distribution
of the net proceeds of such sale to the shareholders to the
extent permitted under Bermuda law. The materials to be
distributed to shareholders in connection with such meeting will
include a recommendation by the Board as to whether it believes
that the sale of the Vessel is in the best interest of the
Company or whether an alternative plan, such as attempting to
arrange a replacement charter, might be of greater benefit to the
Company. Replacement charters may include shorter term time
charters and employing the Vessels on the spot charter market
(which is subject to greater fluctuation than the time charter
market). Any such replacement charters would likely require the
Company to incur greater expenses (which may reduce the amounts
available to pay dividends to shareholders), including insurance,
maintenance, crew labor costs, vessel registration costs and, in
the case of spot charters, bunker (fuel oil) costs and port
charges. Also, the Company's ability to recharter or sell the
Vessels would be subject to the rights of the lenders under the
Credit Facility and the rights of the U.K. Lessor under the U.K.
Finance Lease Transactions. Any proposal to cause the sale of a
Vessel (or the Subsidiary owning such Vessel) and he distribution
of the resulting net proceeds (subject to any mandatory
prepayments under the Credit Facility) will be adopted if
approved by he holders of a majority of the Common Shares voting
at a duly constituted meeting of the holders thereof at which a
quorum is present and voting. If not directed by the Company's
shareholders to cause the sale of the Vessel (or the Subsidiary
owning such Vessel), the Company will attempt to recharter the
Vessel on an arm's-length basis upon such terms as the Manager
recommends, subject to approval by the Board, or implement such
other plan as the Board shall approve. Alternatively, if
directed by the shareholders to sell a Vessel, the Manager,
pursuant to the Management Agreement, shall solicit bids for the
sale of such Vessel through one or more independent shipbrokers.
In such case, the Manager will be obligated to recommend the sale
of the Vessel to the bidder whose bid is on the most favorable
terms to the Company. Neither the Charterer, the Guarantors nor
any other company of the Royal Dutch/Shell Group of Companies
shall have any preferential rights with respect to any sale or
rechartering of any Vessel in such instance.
Whether or not all or any of the Charters are renewed,
each of the Primary Loans will mature in July 2004, seven years
and six months after the Delivery Date of the related Vessel, and
the Company will be obligated to repay or refinance such
borrowings at such time. There is no assurance that the Company
will be able to repay or refinance such borrowings. In addition,
as noted above, if the Charters for one or more of the Vessels
are renewed and the Company is unable to refinance the related
Primary Loans on acceptable terms, the Company may be forced to
attempt to sell the Vessels subject to the Charters.
35
There can be no assurance as to the ability of the
Manager to sell or recharter a Vessel or as to the amount or
timing of any payments to be received therefrom.
Any sale or any alternative plan will also be subject to
the Company's obligations under the U.K. Finance Lease
Transactions.
C. ORGANIZATIONAL STRUCTURE
The Company has five wholly-owned subsidiaries, that
each own one of the Vessels. The following table sets out the
details of the Subsidiaries:
COUNTRY OF OWNERSHIP VESSEL
NAME INCORPORATION INTEREST OWNED
Cedarhurst Tankers LDC Cayman Islands 100% Magdala
Hewlett Tankers LDC Cayman Islands 100% Megara
Inwood Tankers LDC Cayman Islands 100% Murex
Lawrence Tankers LDC Cayman Islands 100% Macoma
Woodmere Tankers LDC Cayman Islands 100% Myrina
D. PROPERTY, PLANTS AND EQUIPMENT
Each Vessel is an approximately 298,000 deadweight tonne
("dwt") double hull VLCC built by Daewoo Heavy Industries, Ltd.
(the "Builder") at its shipyard in Korea. The Vessels meet all
material existing regulatory requirements affecting the Vessels
and their operations. The name, dwt, hull type and date of
original delivery from the Builder's yard are set forth below.
APPROXIMATE DATE OF DELIVERY FROM
VESSEL NAME DWT HULL TYPE BUILDER'S YARD
Murex 298,000 Double June 2, 1995
Macoma 298,000 Double August 1, 1995
Magdala 298,000 Double September 28, 1995
Myrina 298,000 Double November 15, 1995
Megara 298,000 Double March 5, 1996
The Vessels are modern, high-quality double hull tankers
designed for enhanced safety and reliability and for relatively
low operating and maintenance costs. Design features include a
cargo system designed for optimum port performance, a high grade
anti-corrosion paint system and pipeline materials which have
been specified with a view to long service, an efficient power
generation system including shaft generator, additional
firefighting and safety equipment over and above minimum
standards and improved structural design.
36
The Vessels are all registered in the Isle of Man.
Other than its interests in the Vessels, the Company has
no interest in any other property.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. OPERATING RESULTS
In February, 1997, the Company offered and sold to the
public 16,100,000 Common Shares at the initial public offering
price of $20 per share. Simultaneously the Company sold 1,000,000
Common Shares at a price of $20 per share to ICB International
Ltd.
The Company's five subsidiaries each purchased one VLCC
from their previous owner on February 27, 1997 and immediately
delivered the Vessels to the Charterer under five separate "hell
and high water" bareboat charters, each with a minimum term of
seven years with an option for the Charterer to extend the period
for each Vessel with another seven year period. The first seven
year period is until February 2004.
Under the Charters, the Charterer pays the higher of a
base rate of hire or a spot market related rate. The charterhire
is payable quarterly in arrears and the spot market rate of hire
is assessed on a quarterly basis. In each quarter where the spot
market related rate is lower than the base rate the charterhire
payable is the base rate. In each quarter where the spot market
related rate is higher than the base rate, the spot market
related rate is payable.
The base rate is the aggregate of a bareboat charter
component of $22,069 per vessel per day and an operating element
of $10,500 per day (in the first seven years) which result in a
time charter equivalent rate of $32,569 per day.
The spot market related rate is assessed through a
formula agreed between the Company and the Charterer and based on
market awards provided by the London Tanker Broker Panel. The
London Tanker Broker Panel is asked to provide for each quarter
the average spot rates for three standard notional round voyages
for ships similar to the Vessels:
i) Arabian Gulf to Rotterdam with 280,000 tonnes of cargo;
ii) Arabian Gulf to Singapore with 260,000 tonnes of cargo; and
iii) Arabian Gulf to Japan with 260,000 tonnes of cargo.
37
The relevant spot rates are weighted with (i) representing 50%
and (ii) and (iii) each representing 25% when the spot market
related rate is determined.
The calculated spot market related rates for each of the years
ended December 31, 2000, 1999 and 1998 were
2000 1999 1998
First Quarter $21,713 $31,003 $29,645
Second Quarter $38,684 $18,330 $39,989
Third Quarter $59,056 $17,498 $35,585
Fourth Quarter $78,145 $15,421 $27,015
As a consequence of the strengthening of the spot rates earned in
the tanker market during 2000, additional hire was paid by Shell
in each of the last three quarters of 2000. The charterhire
payment for the fourth quarter of 2000 was received in January
2001.
THE TANKER MARKET
According to preliminary data from industry sources,
which the Company has not verified, global oil demand is
estimated to have increased by 1% between 1999 and 2000 as a
consequence of demand increases in most geographical regions.
After production quota cuts in 1999, OPEC responded to market
demand by increasing output in 2000. Due to the weak market in
1999 and early 2000 a substantial number of tankers were scrapped
which together with higher oil production created a balance
between demand and supply in the tanker market. The VLCC rates as
a consequence started to improve from the end of the first
quarter of 2000 and continued to strengthen through the year. In
early 2001, OPEC reduced production quotas to accommodate a
seasonal reduction in oil demand with the aim to keep OPEC crude
oil prices within the range of US$22-28 per barrel. As a result,
tanker rates have declined in 2001 compared to the record rates
seen in the fourth quarter of 2000. Rates at the end of the first
quarter of 2001 were, in spite of this decline, still attractive
for tanker owners.
26 VLCCs were sold for demolition in the year 2000,
while 41 newbuildings were delivered. 56 newbuilding contracts
were signed during the year, resulting in the orderbook standing
at 87 vessels.
Demolition activity slowed down in the second half of
2000 as a result of the strong market. New rules for tankers have
been imposed by the IMO at its meeting in April 2001. These
rules, if ratified by IMO member states, will cause the removal
from trading in the years 2003-2006 of practically all large
crude oil tankers built prior to 1980.
38
VLCC earnings averaged almost $50,000 per day for modern
vessels on West bound voyages from the Arabian Gulf. The trend
was increasing throughout the year with forth quarter earnings
averaging more than $70,000 per day. This is a sharp improvement
compared to the corresponding figures for 1999 when modern VLCCs
earned $21,300 per day on average for the year and $16,000 per
day in the forth quarter.
YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR
ENDED DECEMBER 31, 1999
CHARTERHIRE
In 2000, charterhire revenue totaled $76,335,975, an
increase of 89.5%, or $36,060,050, compared with $40,275,925 in
the year ended December 31, 1999. In 1999, the conditions
prevailing in the tanker market meant that only base rate
charterhire of $22,069 per day per vessel was received. In 2000,
the Company benefited from the strengthening in the tanker market
and, in accordance with the terms of the Charters, received
Additional Hire. This Additional Hire, which is calculated on a
quarterly basis, totalled $35,949,705 for the year, equivalent to
an average of $19,645 per day per vessel. No additional hire was
earned in 1999.
OPERATING EXPENSES
Operating expenses decreased in 2000 due to a reduction
in administrative expenses. This was achieved primarily through a
reduction in the premium paid for the Company's directors' and
officers' liability insurance. The Company does not incur and
does not expect to incur significant administrative expenses,
apart from premiums in respect of the Company's directors' and
officers' and general liability insurance, which the Company
prepays on an annual basis. There can be no assurance, however,
that the Company will not have other cash expenses or contingent
liabilities for which reserves will be required.
INTEREST INCOME AND EXPENSE
Interest income and interest expense were affected in
2000 by the repayment of the final installment of the Amortizing
Loan as discussed below. Interest income decreased by $215,611 to
$185,476 in 2000. The Company received interest on bank deposits
in the amount of $185,476 in 2000, as compared to $111,434 in
1999. Interest received from the Charterer (in the form of
Supplemental Hire) in respect of the Amortizing Loan totaled
$289,653 in 1999 and $nil in 2000.
Interest expense decreased by 3.4% to $8,933,869 in 2000
from $9,249,110 in 1999. Interest relating to the Primary Loan
39
was $8,959,457 in 1999 and 1998. Interest relating to the
Amortizing Loan was $289,653 in 1999 and $5,101 in 2000.
Amortization of the Credit Facility expense, the main component
of other financial costs, was $371,543 in 2000 and 1999. In
addition, during 2000 and 1999, the Company incurred a fee to the
agent bank for the Credit Facility in the amount of $50,000.
There can be no assurance that the Company will not have other
financial expenses for which reserves will be required.
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR
ENDED DECEMBER 31, 1998
CHARTERHIRE
In total, charterhire earned during 1999 decreased by
10.6 % to $40,275,925 from $45,039,385 for the period ending
December 31, 1998. This amount was charterhire paid at the Base
Rate. In 1998 Additional Hire of $4,763,460 was earned
($8,217,440 in 1997). Additional Hire was earned in 1998, due to
the higher market charter rates for that year, which resulted in
additional payments under the formula under which the Charterer
is obligated to pay Additional Hire.
OPERATING EXPENSES
Operating expenses during 1999 decreased by $118 to
$18,433,882 from $18,434,000 in the period ending December 31,
1998. Depreciation of the Company's Vessels and the management
fee paid by the Company to the Manager in 1999 was equal to 1998.
Other administrative expenses, consisting of premiums for the
Company's directors' and officers' liability insurance decreased
by 0.1 % to $91,022 in 1999 from $91,140 in 1998.
INTEREST INCOME AND EXPENSE
Interest income during 1999 decreased by 54.8 % to
$401,087 from $888,120 in 1998. The Company received interest on
deposits in the amount of $111,434 in 1999, as compared to
$160,580 in 1998. Interest received from the Charterer (in the
form of Supplemental Hire) in respect of the Amortizing Loan
totaled $289,653 in 1999 as compared to $727,540 in 1998.
Interest expense decreased by 4.5 % to $9,249,110 in
1999 from $9,686,142 in 1998. Interest relating to the Primary
Loan was $8,959,457 in 1999 and 1998. Interest relating to the
Amortizing Loan was $289,653 in 1999 as compared to $726,283 in
1998, and amortization of the Credit Facility expense was
$371,543 in 1999 and 1998. During 1999, the Company incurred a
fee to the agent bank for the Credit Facility in the amount of
$50,000. There can be no assurance that the Company will not have
other financial expenses for which reserves will be required.
40
INFLATION
Management does not believe that inflation will
significantly affect the Company's expenses over the term of the
Charters. However, during the term of the Charters, inflationary
pressures could result in increased spot charter rates, thereby
resulting in an increase in Additional Hire being payable by the
Charterer. On the other hand, in the event that inflation becomes
a significant factor in the world economy, management believes
that inflationary pressures could materially and adversely affect
the market for crude oil and oil tankers (including the Vessels)
and result in increased vessel operating costs. These factors may
affect the Charterer's decision as to whether to extend the term
with respect to one or more of the Charters and may be
significant to the Company in the event that the Charterer does
not exercise such rights of extension.
The Company's borrowings under the Credit Facility bear
interest at a floating rate. The Company has entered into the
Swap, which effectively converts its obligations to a fixed rate,
assuming the Swap Counterparty performs its obligations
thereunder. In the event of a default by such Swap Counterparty,
the Company could face increased interest expense.
Although the Company's activities are conducted
worldwide, the international shipping industry's functional
currency is the United States Dollar and virtually all of the
Company's operating revenues and most of its anticipated cash
expenses are expected to be denominated in United States Dollars.
Accordingly, the Company's operating results following expiration
of termination of the Charters are not expected to be adversely
affected by movements in currency exchange rates or the
imposition of currency controls in the jurisdictions in which the
vessels operate.
B. LIQUIDITY AND CAPITAL RESOURCES
Total assets of the Company at December 31, 2000, were
$404,739,841 compared with $403,265,501 at December 31, 1999. The
Company's shareholders' equity at December 31, 2000, was
$277,218,288 compared with $273,980,543 at December 31, 1999.
This increase in shareholders' equity is due to net income for
2000 of $48,723,745 less distributions to the shareholders of
$45,486,000. Cash generated from operating activities in 2000 was
$47,344,213 million of which $1,681,538 million was used to repay
loans and $45,486,000 million was distributed to shareholders.
The Company's sources of capital have been the proceeds
of its initial public offering and the Credit Facility and the
U.K. Finance Lease. While the Manager is required to bear the
Company's expenses (other than certain extraordinary expenses,
41
insurance premiums for directors' and officers' liability and
general liability insurance and principal and interest on account
of the Credit Facility), the Manager has no additional obligation
to make additional capital contributions to the Company. The
Company has sufficient sources of income through the payment of
charterhire by the Charterer during the term of the Charters to
pay ordinary recurring expenses that are not borne by the
Manager. However, there can be no assurance that the Company will
be able to repay or refinance its borrowings when the Primary
Loan becomes due, or that it will not incur extraordinary
expenses. Payments of principal and interest on the Amortizing
Loan were due in quarterly installments through January 15, 2000.
The Supplemental Hire was in an amount equivalent to those
quarterly installments.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
Not applicable
D. TREND INFORMATION
The oil tanker industry has been highly cyclical,
experiencing volatility in charterhire rates and vessel values
resulting from changes in the supply of and the demand for crude
oil and tanker capacity. See Item 4. Information on the Company
- -- Business Overview -- Industry Conditions.
According to preliminary data from industry sources,
which the Company has not verified, global oil demand is
estimated to have increased by 1% between 1999 and 2000 as a
consequence of demand increases in most geographical regions.
After production quota cuts in 1999, OPEC responded to market
demand by increasing output in 2000. Due to the weak market in
1999 and early 2000 a substantial number of tankers were scrapped
which together with higher oil production created a balance
between demand and supply in the tanker market. The VLCC rates
as a consequence started to improve from the end of the first
quarter 2000 and continued to strengthen through the year. In
early 2001, OPEC has reduced production quotas to accommodate a
seasonal reduction in oil demand with the aim to keep OPEC crude
oil prices within the range of US$22-28 per barrel. As a result,
tanker rates have declined in 2001 compared to the record rates
seen in the fourth quarter of 2000. Rates at the end of the
first quarter 2001 were, in spite of this decline, still
attractive for tanker owners.
42
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
Set forth below are the names and positions of the
directors and executive officers of Knightsbridge Tankers Limited
(the "Company").
The COMPANY
Name Age Position
____ ___ _________
Ola Lorentzon 51 Director and Chairman
Tor Olav Troim 38 Director and Vice-Chairman
Douglas C. Wolcott 69 Director
David M. White 60 Director
Timothy J. Counsell 42 Director
Kate Blankenship 36 Chief Financial Officer and
Secretary
Pursuant to a Management Agreement with the Company, the
Manager provides management, administrative and advisory services
to the Company. Set forth below are the names and positions of
the directors and executive officers of the Manager.
Name Age Position
____ ___ ________
Kate Blankenship 36 Director, Chairman and Secretary
Tom E. Jebsen 43 Director and Vice-Chairman
Timothy J. Counsell 42 Director
Directors of both the Company and the Manager are
elected annually, and each director elected holds office until a
successor is elected. Officers of both the Company and the
Manager are elected from time to time by vote of the respective
board of directors and hold office until a successor is elected.
Certain biographical information with respect to each director
and executive officer of the Company and the Manager is set forth
below.
Ola Lorentzon has been a director of the Company since September
18, 1996 and Chairman since May 26, 2000. Mr. Lorentzon has also
been a director and President of ICB since 1987 and has been
Managing Director of Frontline Management AS, a subsidiary of
Frontline, since April 2000. Until 2000 Mr. Lorentzon was a
director of The Swedish Protection and Indemnity Club (SAAF),
Swedish Ships Mortgage Bank and The Swedish Shipowners'
Association, Deputy Chairman of the Liberian Shipowners Council
43
and a member of the International Association of Tanker Owners
(Intertanko) Council.
Tor Olav Troim has been a director, Vice-Chairman and Chief
Executive Officer of the Company since May 26, 2000. Mr. Troim
has been a director of Frontline since July 1, 1996. Mr. Troim
also serves as a director of ICB and Frontline Management AS,
both subsidiaries of Frontline. He is a director of Aktiv Inkasso
ASA and Northern Offshore ASA, both Norwegian publicly listed
companies. Prior to his service with Frontline, from January
1992, Mr. Troim served as Managing Director and a member of the
board of Directors of DNO AS, a Norwegian oil company.
Douglas C. Wolcott has been a director of the Company since
September 18, 1996. Mr. Wolcott has also served as President of
Chevron Shipping Corporation until 1994. He was formerly the
Chairman of the Oil Companies International Forum (OCIMF), the
Interim Supplement to Tanker Liability for Oil Pollution
(CRISTAL) and the Marine Preservation Association (MPA). Mr.
Wolcott also served as Deputy Chairman and Director of the United
Kingdom Protection and Indemnity Club and as a director of The
American Bureau of Shipping and London & Overseas Freighters
Limited. He is currently also a director of Managemark Inc.
David M. White has been a director of the Company since September
18, 1996. Mr. White was Chairman of Dan White Investment Limited
which is now closed. Mr. White has also served as a director of
NatWest Equity Primary Markets Limited from January 1992 to March
1996, and was previously a director of both NatWest Markets
Corporate Finance Limited and NatWest Markets Securities Limited
until December 1991.
Timothy J. Counsell has been a director of the Company since
March 27, 1998 and a director of the Manager since May 14, 1999.
Mr. Counsell is a partner of the law firm of Appleby Spurling &
Kempe, Bermudian counsel to the Company and joined the firm in
1990. Mr. Counsell is currently a director of BT Shipping Limited
and of Benor Tankers Ltd, alternate director of Bona Shipholding
Ltd and Resident Representative of Mosvold Shipping.
Kate Blankenship has been Chief Financial Officer of the Company
since April 17, 2000 and Secretary of the Company since
December 27, 2000. Mrs. Blankenship has been a director and
Chairman of the Manager since March 2000 and Secretary of the
Manager since December 28, 2000. Mrs. Blankenship has been Chief
Accounting Officer and Secretary of Frontline since 1994. Prior
to joining Frontline, she was a Manager with KPMG Peat Marwick in
Bermuda. She is a member of the Institute of Chartered
Accountants in England and Wales.
44
Tom E. Jebsen has been a director of the Manager since March,
2000. Mr. Jebsen has served as Chief Financial Officer of
Frontline Management since June 1997. From December 1995 until
June 1997, Mr. Jebsen served as Chief Financial Officer of
Tschudi & Eitzen Shipping ASA, a publicly traded Norwegian
shipowning company. From 1991 to December 1995, Mr. Jebsen served
as Vice President of Dyno Industrier ASA, a publicly traded
Norwegian explosives producer. Mr. Jebsen is also a director of
Asuranceforeningen Skuld, Unitas, a mutual hull and machinery
club and Hugin AS, an internet company.
MANAGEMENT AGREEMENT
Under the Management Agreement the Manager is required
to manage the day-to-day business of the Company subject, always,
to the objectives and policies of the Company as established from
time to time by the Board. All decisions of a material nature
concerning the business of the Company are reserved to the
Company's Board of Directors. The Management Agreement will
terminate in 2012, unless earlier terminated pursuant to the
terms thereof, as discussed below.
For its services under the Management Agreement, the
Manager is entitled to a Management Fee equal to $750,000 per
annum. The Company believes that these fees are substantially on
the same terms that would be obtained from a non-affiliated
party. The Manager was not affiliated with the Company, the
Charterer or Guarantors at the time these fees were negotiated.
Pursuant to the Management Agreement, the Manager is
required to pay from the Management Fee, on behalf of the
Company, all of the Company's expenses including the Company's
directors' fees and expenses; provided, however, that the Manager
is not obligated to pay, and the Company is required to pay from
its own funds (i) all expenses, including attorneys' fees and
expenses, incurred on behalf of the Company in connection with
(A) the closing of the Company's public offering and all fees and
expenses related thereto and to the documents and agreements
described herein, including in connection with the Credit
Facility and the U.K. Finance Leases, (B) any litigation
commenced by or against the Company unless arising from the
Manager's gross negligence or willful misconduct, and (C) any
investigation by any governmental, regulatory or self-regulatory
authority involving the Company or the Offerings unless arising
from the Manager's gross negligence or willful misconduct,
(ii) all premiums for insurance of any nature, including
directors' and officers' liability insurance and general
liability insurance, (iii) all costs in connection with the
administration and the registration and listing of the Common
Shares, (iv) principal and interest on the Credit Facility,
(v) brokerage commissions, if any, payable by the Company,
45
(vi) all costs and expenses required to be incurred or paid by
the Company in connection with the redelivery of any Vessel
following the expiration or earlier termination of the related
Charter, (including, without limitation, any drydocking fees and
the cost of special surveys and appraisals) and (vii) any amount
due to be paid by the Company pursuant to the U.K. Finance Lease
Transactions.
Notwithstanding the foregoing, the Manager will have no
liability to the Company under the Management Agreement for
errors of judgment or negligence other than its gross negligence
or willful misconduct.
In the event the Charterer shall notify a Subsidiary
that it will not extend or renew a Charter for a Vessel, the
Manager is required under the Management Agreement to analyze the
alternatives available to the Company for the use or disposition
of such Vessel, including the sale of such Vessel (or the
Subsidiary owning such Vessel) and the distribution of the
proceeds to the Company's shareholders, and to report to the
Board with its recommendations and the reasons for such
recommendations at least five months before the expiration of
such Charter. If directed by the Company's shareholders to sell a
Vessel (or the Subsidiary owning such Vessel), the Manager is
required upon the Board's request to solicit bids for the sale of
such Vessel (or the Subsidiary owning such Vessel) for the
presentation to the Board. In such case, the Manager will be
obligated to recommend the sale of the Vessel to the bidder which
has offered the bid most economically favorable to the Company
and the holders of the Common Shares. The Manager will receive a
commission equal to 1% of the net proceeds of such sale unless
sold to the Manager or an affiliate of the Manager. If not
directed by the Company shareholders to sell the Vessel, the
Manager is required to attempt to recharter the Vessel on an
arms-length basis upon such terms as the Manager deems
appropriate, subject to the approval of the Board. The Manager
will receive a commission equal to 1.25% of the gross freight
earned from such rechartering (which is the standard industry
commission). In either such case, the Manager, on behalf of the
Company, may utilize the services of brokers and lawyers, and
enter into such compensation arrangements with them, subject to
the Board's approval, as the Manager deems appropriate.
If, upon the expiration of a Charter, the Company
undertakes any operational responsibility with respect to the
related Vessel and requests the Manager to perform any of such
responsibility on the Company's behalf, the parties will
negotiate a new fee and expense arrangement. If the parties are
unable to reach a new fee and expense arrangement, either party
may terminate the Management Agreement on 30 days' notice to the
other party.
46
In addition to the circumstance set forth above, the
Company may terminate the Management Agreement at any time upon
30 days' notice to the Manager for any reason, provided that any
such termination shall have been approved by a resolution duly
adopted by the affirmative vote of the holders of at least 66-
2/3% of the Company's outstanding Common Shares. The Company may
terminate the Management Agreement at any time upon five business
days' prior written notice to the Manager in the event of the
Manager's material breach thereof, the failure of the Manager to
maintain adequate authorization to perform its duties thereunder,
the Manager's insolvency, in the event that it becomes unlawful
for the Manager to perform its duties thereunder or if the
Manager ceases to be wholly-owned, directly or indirectly, by ICB
or its successor as ultimate parent of the Manager. Frontline,
with its acquisition of ICB, is ICB's successor as ultimate
parent of the Manager. The Manager may terminate the Management
Agreement upon ten business days' prior written notice to the
Company in the event that the Company undergoes a "change of
control" which is the election of any director whose election was
not recommended by the then current Board. Upon any termination
of the Management Agreement, the Manager is required to promptly
wind up its services thereunder in such a manner as to minimize
any interruption to the Company's business and submit a final
accounting of funds received and disbursed under the Management
Agreement to the Company and any undisbursed funds of the Company
in the Manager's possession or control will be promptly paid by
the Manager as directed by the Company. The Company believes that
in the case of any termination of the Management Agreement, the
Company could obtain an appropriate alternative arrangement for
the management of the Company, although there can be no assurance
that such alternative arrangement would not cause the Company to
incur additional cash expenses. In the case of a termination
without cause by the Company upon a resolution adopted by the
holders of at least 66 2/3% of the Company's Common Shares (as
described above) or by the Manager in the case of a "change in
control," the Company shall pay to the Manager an amount equal to
the present value calculated at a discount rate of 5% per annum
of all fees which the Manager would have received through the
seventh anniversary of the Delivery Date in the absence of such
termination, and following the seventh anniversary of the
Delivery Date, the Company shall pay to the Manager an amount
equal to the present value calculated at a discount rate of 5%
per annum of all fees which the Manager would have received
through the fifteenth anniversary of the Delivery Date in the
absence of such termination.
B. COMPENSATION
Pursuant to the Management Agreement, the Manager pays
from the Management Fee the annual directors' fees of the
Company. For 2000, the directors received from the Manager
47
$72,000 in fees in the aggregate. No separate compensation was
paid to the Company's officers. The Manager expects to pay the
same directors' fee for the year 2001 as was paid to directors
for 2000.
C. BOARD PRACTICES
As provided in the Company's Bye-laws, each Director
shall hold office until the next Annual General Meeting following
his election or until his successor is elected. The Officers of
the Company are elected by the Board of Directors as soon as
possible following each Annual General Meeting and shall hold
office for such period and on such terms as the Board may
determine.
The Company has established an audit committee comprised
of Messrs. White and Wolcott, independent directors of the
Company.
D. EMPLOYEES
Neither the Company nor the Manager have had any
employees since inception.
E. SHARE OWNERSHIP
As of March 31, 2001, none of the directors or officers
of the Company owned any Common Shares.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The Company is not directly or indirectly controlled by
another corporation, by a foreign government or by any other
natural or legal person.
The following table presents certain information
regarding the current ownership of the Common Shares with respect
to (i) each person who is known by the Company to own more than 5
per cent of the Company's outstanding Ordinary Shares; and (ii)
all directors and officers as a group as of March 31, 2001.
ORDINARY SHARES
OWNER AMOUNT PER CENT
Citigroup Inc. 1,310,149 7.7%
Penkins, Wolf, McDonnel &
Company 1,126,250 7.5%
Goldman, Sachs & Co. 1,143,178 6.7%
556 Citi Fund Management LLC 1,305,000 7.6%
48
There are no differences in the voting rights of the major
shareholders.
As of March 31, 2001, none of the directors or officers
of the Company owned any Common Shares.
B. RELATED PARTY TRANSACTIONS
Not Applicable
C. INTERESTS OF EXPERTS AND COUNSEL
Not Applicable
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See Item 18.
LEGAL PROCEEDINGS
To the best of the Company's knowledge, there are no
legal or arbitration proceedings existing or pending which have
had or may have, significant effects on the Company's financial
position or profitability and no such proceedings are pending or
known to be contemplated by governmental authorities.
DIVIDEND POLICY
The Company policy is to pay quarterly distributions to
holders of record of Common Shares in each January, April, July
and October in amounts substantially equal to the charterhire
received by the Company under the Charters, less cash expenses
and less any reserves required in respect of any contingent
liabilities. Currently, the Company does not have any material
cash expenses other than (i) a management fee of $750,000 per
annum, payable to the Manager (the "Management Fee") (ii) certain
directors' and officers' liability insurance premiums in the
current amount of $50,000 per annum, (iii) the agent bank annual
fee of $50,000 and (iv) payment of interest on the Primary Loan.
Until January 15, 2000, when the Amortizing Loans were satisfied,
the Company also paid interest and principal on the Amortizing
Loans (which were equivalent to the amounts of Supplemental
Hire). Any lease payments under the U.K. Finance Leases are
expected to be paid under the Letters of Credit or otherwise by
the Charterer, and therefore are not considered cash expenses of
the Company and are not expected to reduce amounts available to
the Company for the payment of distributions to shareholders.
49
Declaration and payment of any dividend is subject to the
discretion of the Company's Board of Directors. The declaration
and payment of distributions to shareholders is prohibited if the
Company is in default under the Credit Facility or if such
payment would be or is reasonably likely to result in an event of
default under the Credit Facility. Any payment of distributions
to shareholders by the Company in any year may also be dependent
upon the adoption by the holders of a majority of the Common
Shares voting at the annual meeting of shareholders of the
Company of a resolution effectuating a reduction in the Company's
share premium and a credit to the Company's contributed capital
surplus account. The Company's shareholders adopted such a
resolution at the Company's annual general meeting in March,
1999. The timing and amount of dividend payments will be
dependent upon the Company's earnings, financial condition, cash
requirements and availability, the provisions of Bermuda law
affecting the payment of distributions to shareholders and other
factors.
There can be no assurance that the Company will not have
other expenses, including extraordinary expenses, which could
include costs of claims and related litigation expenses, which
are not covered by the indemnification provisions of the
Charters, or that the Company will not have contingent
liabilities for which reserves are required. As an "exempted"
Bermuda company, the Company does not expect to pay any income
taxes in Bermuda. The Company also does not expect to pay any
income taxes in the Cayman Islands (the jurisdiction of
organization of the Subsidiaries) or the Isle of Man (the
jurisdiction in which the Vessels are registered).
The Company has paid dividends on a quarterly basis
commencing in April 1997, in an aggregate amount equal to the
charterhire received from the charterer less the Company's cash
expenses and less any reserves required in respect of any
contingent liabilities. Such expenses will consist primarily of
a management fee, payments of principal and interest on loans,
interest payments on loans and the insurance premiums, plus any
other expenses and contingent liabilities not covered by the
management fee. The Company intends to continue to pay dividends
on a quarterly basis. There can be no assurance that the Company
will not incur other expenses or contingent liabilities that
would reduce or eliminate the cash available for distribution as
dividends. In particular, toward the end of the term of the
charters, the Company is likely to have additional expenses and
may have to set aside amounts for future payments of interest.
50
In 2000, 1999 and 1998, the Company paid the following
distributions to shareholders.
RECORD DATE PAYMENT DATE AMOUNT PER SHARE
2000
January 28, 2000 February 11, 2000 $0.44
April 27, 2000 May 12, 2000 $0.44
July 24, 2000 August 7, 2000 $0.61
October 26, 2000 November 8, 2000 $1.17
1999
January 25, 1999 February 9, 1999 $0.45
April 26, 1999 May 11, 1999 $0.45
July 27, 1999 August 11, 1999 $0.45
October 26, 1999 November 10, 1999 $0.45
1998
January 26, 1998 February 10, 1998 $0.75
April 27, 1998 May 12, 1998 $0.45
July 27, 1998 August 11, 1998 $0.63
October 26, 1998 November 10, 1998 $0.53
Because each of the Primary Loans matures after the
initial term of the Charters and must be repaid or refinanced at
such time, the Company may, in the last year of the initial term
of a Charter, set aside amounts for payment of interest and
principal which would be due on the related Primary Loan
following termination of such Charter in the event the Charterer
does not renew such Charter or the Company cannot arrange to
recharter or sell the Vessel as of the expiration date of such
Charter. In addition, the Company may have to set aside amounts
in the last year of the initial term of a Charter in anticipation
of costs that may be incurred in connection with the resale or
rechartering of the Vessel in the event the Charterer does not
renew such Charter. These amounts would not be available for the
payment of distributions to shareholders at such time.
It is expected that any cash distributions by the
Company will exceed the Company's earnings and profits for U.S.
tax purposes, with the result that for each full year that the
Charters are in place a portion of such distributions may be
treated as a return of the "basis" of a U.S. holder's Common
Shares. The Company is a passive foreign investment company
("PFIC"), and as a result U.S. Holders must make a timely tax
election known as "QEF Election" with respect to the Company in
order to prevent certain tax penalties from applying to such U.S.
holder. The Company intends to provide all necessary tax
information to shareholders during February of each year in order
that they may make such election. For the year ended December
51
31, 2000, the Company mailed such tax information to its
shareholders in February, 2001.
B. SIGNIFICANT CHANGES
Not Applicable
ITEM 9. THE OFFER AND LISTING
Not applicable except for Item 9.A. 4. and Item 9. C
The following table sets forth, for the three most
recent fiscal years and the period during 1997 during which the
Company's Common Shares were traded on the Nasdaq National
Market, the annual high and low closing prices for the Common
Shares as reported by the Nasdaq National Market.
HIGH LOW
FISCAL YEAR ENDED DECEMBER 31
2000 $25.250 $11.938
1999 $21.875 $11.500
1998 $30.750 $18.500
FISCAL PERIOD ENDED DECEMBER 31
1997 $33.375 $20.375
The following table sets forth, for the two most recent fiscal
years, the high and low closing prices for the Common Shares as
reported by the Nasdaq National Market.
HIGH LOW
FISCAL YEAR ENDED DECEMBER 31, 2000
First quarter $18.750 $11.938
Second quarter $20.750 $15.750
Third quarter $25.250 $18.375
Fourth quarter $24.000 $18.250
FISCAL YEAR ENDED DECEMBER 31, 1999
First quarter $21.875 $16.250
Second quarter $19.875 $16.500
Third quarter $18.625 $15.875
Fourth quarter $16.125 $11.500
The following table sets forth, for the most recent six months,
the high and low closing prices for the Common Shares as reported
by the Nasdaq National Market.
52
HIGH LOW
April 2001 $27.800 $23.750
March 2001 $24.500 $21.375
February 2001 $23.500 $20.000
January 2001 $25.188 $20.875
December 2000 $22.125 $18.250
November 2000 $23.250 $20.313
The Company's Common Shares have been quoted on the Nasdaq
National Market under the symbol "VLCCF" since its initial public
offering in February 1997.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not Applicable
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
Incorporated by reference to "Description of Capital
Stock" in the prospectus contained in the Company's Registration
Statement on Form F-1, filed December 13, 1996 (File No. 333-
6170).
C. MATERIAL CONTRACTS
Not Applicable
D. EXCHANGE CONTROLS
The Company has been designated as a non-resident of
Bermuda for exchange control purposes by the Bermuda Monetary
Authority, whose permission for the issue of the Common Shares
was obtained prior to the offering thereof.
The transfer of shares between persons regarded as
resident outside Bermuda for exchange control purposes and the
issuance of Common Shares to or by such persons may be effected
without specific consent under the Bermuda Exchange Control Act
of 1972 and regulations thereunder. Issues and transfers of
Common Shares involving any person regarded as resident in
Bermuda for exchange control purposes require specific prior
approval under the Bermuda Exchange Control Act 1972.
Subject to the foregoing, there are no limitations on
the rights of owners of the Common Shares to hold or vote their
shares. Because the Company has been designated as non-resident
for Bermuda exchange control purposes, there are no restrictions
on its ability to transfer funds in and out of Bermuda or to pay
53
dividends to United States residents who are holders of the
Common Shares, other than in respect of local Bermuda currency.
In accordance with Bermuda law, share certificates may
be issued only in the names of corporations or individuals. In
the case of an applicant acting in a special capacity (for
example, as an executor or trustee), certificates may, at the
request of the applicant, record the capacity in which the
applicant is acting. Notwithstanding the recording of any such
special capacity, the Company is not bound to investigate or
incur any responsibility in respect of the proper administration
of any such estate or trust.
The Company will take no notice of any trust applicable
to any of its shares or other securities whether or not it had
notice of such trust.
As an "exempted company", the Company is exempt from
Bermuda laws which restrict the percentage of share capital that
may be held by non-Bermudians, but as an exempted company, the
Company may not participate in certain business transactions
including: (i) the acquisition or holding of land in Bermuda
(except that required for its business and held by way of lease
or tenancy for terms of not more than 21 years) without the
express authorization of the Bermuda legislature; (ii) the taking
of mortgages on land in Bermuda to secure an amount in excess of
$50,000 without the consent of the Minister of Finance of
Bermuda; (iii) the acquisition of securities created or issued
by, or any interest in, any local company or business, other than
certain types of Bermuda government securities or securities of
another "exempted company, exempted partnership or other
corporation or partnership resident in Bermuda but incorporated
abroad; or (iv) the carrying on of business of any kind in
Bermuda, except in so far as may be necessary for the carrying on
of its business outside Bermuda or under a license granted by the
Minister of Finance of Bermuda.
There is a statutory remedy under Section 111 of the
Companies Act 1981 which provides that a shareholder may seek
redress in the Bermuda courts as long as such shareholder can
establish that the Company's affairs are being conducted, or have
been conducted, in a manner oppressive or prejudicial to the
interests of some part of the shareholders, including such
shareholder. However, this remedy has not yet been interpreted by
the Bermuda courts.
The Bermuda government actively encourages foreign
investment in "exempted" entities like the Company that are based
in Bermuda but do not operate in competition with local business.
In addition to having no restrictions on the degree of foreign
ownership, the Company is subject neither to taxes on its income
54
or dividends nor to any exchange controls in Bermuda. In
addition, there is no capital gains tax in Bermuda, and profits
can be accumulated by the Company, as required, without
limitation. There is no income tax treaty between the United
States and Bermuda pertaining to the taxation of income other
than applicable to insurance enterprises.
E. TAXATION
The Company is incorporated in Bermuda. Under current
Bermuda law, the Company is not subject to tax on income or
capital gains, and no Bermuda withholding tax will be imposed
upon payments of dividends by the Company to its shareholders. No
Bermuda tax is imposed on holders with respect to the sale or
exchange of Common Shares. Furthermore, the Company has received
from the Minister of Finance of Bermuda under the Exempted
Undertakings Tax Protection Act 1966, as amended, an assurance
that, in the event that Bermuda enacts any legislation imposing
any tax computed on profits or income, including any dividend or
capital gains withholding tax, or computed on any capital asset,
appreciation, or any tax in the nature of an estate, duty or
inheritance tax, then the imposition of any such tax shall not be
applicable. The assurance further provides that such taxes, and
any tax in the nature of estate duty or inheritance tax, shall
not be applicable to the Company or any of its operations, nor to
the shares, debentures or other obligations of the Company, until
March 2016.
There are no provisions of any reciprocal tax treaty
between Bermuda and the United States affecting withholding.
F. DIVIDENDS AND PAYING AGENTS
Not Applicable
G. STATEMENT BY EXPERTS
Not Applicable
H. DOCUMENTS ON DISPLAY
The Company is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended. In accordance
with these requirements we file reports and other information
with the Securities and Exchange Commission. These materials,
including this annual report and the accompanying exhibits may be
inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549 and at the Commission's Regional
Offices at 7 World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Northwestern
55
Atrium Center, Chicago, Illinois 60661. You may obtain
information on the operation of the public reference room by
calling 1 (800) SEC-0330, and you may obtain copies at prescribed
rates from the Public Reference Section of the Commission at its
principal office in Washington, D.C. 20549. The SEC maintains a
website (http://www.sec.gov.) that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC. In addition,
documents referred to in this annual report may be inspected at
the Company's headquarters at Mercury House, 101 Front Street,
Hamilton, Bermuda.
I. SUBSIDIARY INFORMATION
Not Applicable
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The Company is exposed to market risk from changes in
interest rates primarily resulting from the floating rate of the
Company's borrowings. The Company uses interest rate swaps to
manage such interest rate risk. The Company has not entered into
any financial instruments for speculative or trading purposes.
The Company's borrowings under the Credit Facility at
December 31, 2000 of $125,397,399 bear interest at a floating
rate which is reset quarterly based on the underlying London
interbank eurocurrency market. Interest payments are made
quarterly, and the Credit Facility expires August 27, 2004. The
fair value of the Credit Facility at December 31, 2000 is equal
to the carrying amount of the facility at the same date.
The Company has entered into an interest rate swap
transaction to hedge the interest rate variability on the Credit
Facility. The swap has a notional amount equal to the
outstanding principal under the Credit Facility and the swap
expires on the same date as that of the Credit Facility. At
December 31, 2000, the pay-fixed interest rate of the swap was
6.74% and the receive-variable rate was 6.79813%. As a hedge
against the Credit Facility, the swap effectively resulted in a
fixed borrowing rate to the Company of 7.14% at December 31,
2000. Periodic cash settlements under the swap agreement occur
quarterly on dates matching those of the interest payments under
the Credit Facility. The swap had a negative fair value of $3.5
million at December 31, 2000 determined by calculating the cost
of entering into an interest rate swap to offset the existing
interest rate swap.
56
ITEM 12. DESCRIPTION OF SECURITIES
Not Applicable
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not Applicable
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS
Not Applicable
ITEM 15. RESERVED
ITEM 16. RESERVED
PART III
ITEM 17. FINANCIAL STATEMENTS
Not Applicable
ITEM 18. FINANCIAL STATEMENTS
The following financial statements listed below and set
forth on pages F-1 through F-11 together with the report of
Deloitte & Touche thereon, are filed as part of this annual
report:
Index to Financial Statements
Page
Independent Auditors' Report F-1
Consolidated Financial Statements:
Consolidated Balance Sheets as of F-2
December 31, 2000 and December 31, 1999
Consolidated Statements of Operations F-3
for the years ended December 31, 2000, 1999
and 1998
57
Consolidated Statements of Cash Flows F-4
for the years ended December 31, 2000, 1999
and 1998
Consolidated Statements of Changes in F-5
Shareholders' Equity Equity for the years
ended December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements F-6
58
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Knightsbridge Tankers Limited
We have audited the accompanying consolidated balance sheets of
Knightsbridge Tankers Limited and subsidiaries as of December 31,
2000 and 1999 and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the
three years in the period ended December 31, 2000. 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 conducted our audits in accordance with auditing standards
generally accepted in the United States of America. 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 includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of Knightsbridge Tankers Limited and subsidiaries as of
December 31, 2000 and 1999 and the results of their operations
and their cash flows for each of the three years in the period
ended December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America.
Deloitte & Touche AB
Stockholm, Sweden
May 23, 2001
F-1
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED BALANCE SHEETS
AS AT DECEMBER 31, 2000 AND 1999
(in U.S. Dollars)
2000 1999
ASSETS
CURRENT ASSETS
Cash $ 247,370 $ 70,695
Notes receivable - 1,681,538
Charter hire receivable 31,116,700 10,175,142
Prepaid expenses 16,574 14,525
____________ ____________
TOTAL CURRENT ASSETS 31,380,643 11,941,900
Vessels under capital lease, net 372,186,772 389,779,632
Capitalized financing fees
and expenses 1,172,426 1,543,969
____________ ____________
TOTAL ASSETS 404,739,841 403,265,501
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses and other
current liabilities $ 2,124,154 $2,206,021
Current installments of
credit facility - 1,681,538
____________ ____________
TOTAL CURRENT LIABILITIES 2,124,154 3,887,559
Credit facility 125,397,399 125,397,399
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
COMMON SHARES, PAR VALUE $0.01 PER SHARE:
Authorized and outstanding 17,100,000 171,000 171,000
Contributed capital surplus account 273,809,543 273,809,543
Retained earnings 3,237,745 -
____________ ____________
TOTAL SHAREHOLDERS' EQUITY 277,218,288 273,980,543
____________ ____________
F-2
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $404,739,841 $403,265,501
============ ============
See accompanying notes to consolidated financial statements.
F-3
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(in U.S. Dollars)
2000 1999 1998
Charterhire revenue $ 76,335,975 $ 40,275,925 $ 45,039,385
Operating expenses:
Depreciation of vessels under
capital leases 17,592,860 17,592,860 17,592,860
Management fee 750,000 750,000 750,000
Administration expenses 57,357 91,022 91,140
____________ ____________ ____________
Net operating income 57,935,758 21,842,043 26,605,385
Interest income 185,476 401,087 888,120
Interest expense (8,933,869) (9,249,110) (9,686,142)
Other financial costs (463,620) (421,544) (421,543)
____________ ____________ ____________
Net income $ 48,723,745 $ 12,572,476 $ 17,385,820
============ ============ ============
Earnings per common share
- basic and diluted $2.85 $0.74 $1.02
Weighted average number of
shares outstanding 17,100,000 17,100,000 17,100,000
See accompanying notes to consolidated financial statements.
F-4
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(in U.S. Dollars)
2000 1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 48,723,745 $ 12,572,476 $ 17,385,820
ITEMS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING
ACTIVITIES:
Depreciation 17,592,860 17,592,860 17,592,860
Amortization of capitalized
fees and expenses 371,543 371,543 371,543
CHANGES IN OPERATING ASSETS
AND LIABILITIES:
Receivables (19,262,068) 6,819,292 11,906,946
Accrued expenses and other
current liabilities (81,867) (94,547) (77,167)
____________ ____________ ____________
NET CASH PROVIDED BY
OPERATING ACTIVITIES 47,344,213 37,261,624 47,180,002
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of loan (1,681,538) (6,726,153) (6,726,152)
Distributions to shareholders (45,486,000) (30,779,999) (40,356,001)
____________ ____________ __________
NET CASH USED IN FINANCING
ACTIVITIES (47,167,538) (37,506,152) (47,082,153)
Net increase (decrease) in cash 176,675 (244,528) 97,849
Cash at beginning of year 70,695 315,223 217,374
____________ ___________ __________
CASH AT END OF YEAR $ 247,370 $ 70,695 $ 315,223
============= ============ ============
See accompanying notes to consolidated financial statements.
F-5
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(in U.S. Dollars)
CONTRIBUTED
ADDITIONAL CAPITAL
SHARE PAID IN SURPLUS RETAINED
CAPITAL CAPITAL ACCOUNT EARNINGS TOTAL
- ----------------------------------------------------------------------------
BALANCE AT
DECEMBER 31,
1997 $171,000 $314,987,247 $- $- $292,188,066
Reallocated
share
Premium - (314,987,247) 314,987,247 - -
Net income - - 17,385,820 17,385,820
Distributions
to shareholders - - (22,970,181) (17,385,820) (40,356,001)
- ----------------------------------------------------------------------------
BALANCE AT
DECEMBER 31,
1998 171,000 - 292,017,066 - 292,188,066
Net income - - - 12,572,476 12,572,476
Distributions
to shareholders - - (18,207,523) (12,572,476) (30,779,999)
- ----------------------------------------------------------------------------
BALANCE AT
DECEMBER 31,
1999 171,000 - 273,809,543 - 273,980,543
Net income - - - 48,723,745 48,723,745
Distributions
to shareholders - - - (45,486,000) (45,486,000)
- ----------------------------------------------------------------------------
BALANCE AT
DECEMBER 31,
2000 171,000 - 273,809,543 3,237,745 277,218,288
=============================================================================
F-6
See accompanying notes to consolidated financial statements.
F-7
KNIGHTSBRIDGE TANKERS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
1. DESCRIPTION OF BUSINESS
GENERAL
Knightsbridge Tankers Limited (the "Company") was incorporated in
Bermuda in September, 1996, for the purpose of the acquisition,
disposition, ownership, leasing and chartering of five very large
crude oil carriers (the "Vessels"), and certain related
activities. The Vessels are owned through wholly-owned
subsidiaries (the "Subsidiaries").
The Company charters the Vessels to Shell International Petroleum
Company Limited (the "Charterer") on long-term "hell and high
water" bareboat charters (the "Charters"). The obligations of the
Charterer under these charters are jointly and severally
guaranteed by Shell Petroleum N.V. and The Shell Petroleum
Company Limited (the "Charter Guarantors"). The Charter and the
Charter Guarantors are all companies of the Royal Dutch/Shell
Group of Companies. The term of each of these Charters is a
minimum of seven years, with an option for the Charterer to
extend the period for each Vessel's Charter for an additional
seven-year term, to a maximum of approximately 14 years per
Charter.
The daily charterhire rate payable under each Charter is
comprised of two primary components: (i) the base rate, which is
a fixed minimum rate of charterhire equal to $22,069 per Vessel
per day, payable quarterly in arrears ("Base Rate"), and (ii)
additional hire, which is additional charterhire (determined and
paid quarterly in arrears) that will equal the excess, if any, of
a weighted average of the daily time charter rates for three
round-trip trade routes traditionally served by VLCCs, less an
agreed amount of $10,500 during the initial term of the Charters,
and $14,900 for any extended term, representing daily operating
costs over the Base Rate.
OWNERSHIP AND MANAGEMENT OF THE COMPANY
In February, 1997, the Company offered and sold to the public
16,100,00 common shares, par value $0.01 per share, at an initial
offering price of $20 per share. Simultaneously, the Company sold
1,000,000 common shares at a price of $20 per share to ICB
International Limited ("ICB International"), an indirect wholly-
owned subsidiary of ICB Shipping Aktiebolag (publ) ("ICB"), a
Swedish publicly traded oil tanker owning and operating company.
As of December 31, 2000, ICB International owned approximately
0.84% of the outstanding Common Shares.
F-8
ICB Shipping (Bermuda) Limited (the "Manager") manages the
business of the Company.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The consolidated financial statements are prepared in accordance
with accounting principles generally accepted in the United
States. The consolidated financial statements include the assets
and liabilities of Knightsbridge Tankers Limited and its wholly-
owned subsidiaries. All intercompany balances and transactions
have been eliminated upon consolidation.
The preparation of financial statements in accordance with
generally accepted accounting principles requires that management
make estimates and assumptions affecting the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
REPORTING CURRENCY
The Company's functional currency is the U.S. dollar as all
revenues are received in U.S. dollars and a majority of the
Company's expenditures are made in U.S. dollars. The Company
reports in U.S. dollars. The Company's subsidiaries report 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. Foreign currency monetary assets and
liabilities are translated using rates of exchange at the balance
sheet date. Foreign currency non-monetary assets and liabilities
are translated using historical rates of exchange. Foreign
currency translation gains or losses are included in the
consolidated statements of operations.
REVENUE AND EXPENSE RECOGNITION
Revenues and expenses are recognised on the accrual basis.
Revenues are generated from the Charters and such revenues are
recorded over the term of the Charters as service is provided.
CHARTER HIRE RECEIVABLE
There is a concentration of credit risk in that all revenues are
due solely from the Charterer.
F-9
DERIVATIVES
The Company has entered into interest rate swap transactions to
hedge a portion of its exposure to floating interest rates. These
transactions involve the conversion of floating rates into fixed
rates over the life of the transactions without an exchange of
underlying principal. Through December 31, 2000, hedge
accounting has been used to account for these swaps provided
certain hedging criteria are met. The differential between the
derivative and the underlying hedged item is accrued as interest
rates change and recognised as an adjustment to interest expense.
The related amount receivable from or payable to counterparties
is included in accrued interest income or expense, respectively.
The fair values of the interest rate swaps are not recognised in
the financial statements. Beginning January 1, 2001, the Company
will change the accounting policy for these interest rate swaps
to adopt SFAS 133 (see note 3).
The Company has not entered into any derivative contracts for
speculative or trading purposes.
VESSELS AND DEPRECIATION
Vessels are stated at cost less accumulated depreciation.
Depreciation is calculated based on cost, using the straight-line
method, over the useful life of each vessel. The useful life of
each vessel is deemed to be 25 years.
CAPITALIZED FINANCING FEES AND EXPENSES
Costs relating to the Credit Facility are capitalized and
amortized over the term of the Credit Facility which is seven
years.
EARNINGS PER SHARE
Earnings per share are based on the weighted average number of
common shares outstanding for the period presented. For all
periods presented, the Company had no potentially dilutive
securities outstanding and therefore basic and dilutive earnings
per share are the same.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets that are held and used by the Company are
reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may
not be recoverable. In addition, long-lived assets to be disposed
of are reported at the lower of carrying amount and fair value
less estimated costs to sell.
F-10
DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders are applied first to retained
earnings. When retained earnings are not sufficient,
distributions are applied to the contributed capital surplus
account.
3. ADOPTION OF NEW ACCOUNTING STANDARDS
SFAS No. 133, "Accounting for Derivatives and Hedging
Activities", as amended by SFAS No. 138, is effective from
January 1, 2001 for the Company and requires that all derivative
instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of each derivative is recorded each
period in current earnings or other comprehensive income,
depending on whether the derivative is designated as part of a
hedge transaction and, if it is, the type of hedge transaction.
Upon the adoption of SFAS No. 133 on January 1, 2001, the
recording of the fair value of the interest rate swap designated
as a hedge against interest paid on the Company's debt will
decrease the Company's 2001 other comprehensive income by $3.5
million. Subsequent to the transition adjustment on the initial
adoption, the Company does not believe that the application of
SFAS No. 133 in 2001 will have a material affect on the Company's
results or operations.
4. VESSELS UNDER CAPITAL LEASE
2000 1999
(in US Dollars)
Cost $439,821,545 $439,821,545
Accumulated depreciation (67,634,773) (50,041,913)
------------ ------------
Net book value at end of year $372,186,772 $389,779,632
------------ ------------
In connection with the original Vessels purchase transaction, the
Company entered into a conditional sale/leaseback transaction
with a third party banking institution. The lease agreements do
not incumber or obligate the Company's current or future cash
flows and has no effect on the Company's financial position.
During the term of the leases, the Vessels will remain in the
Company's consolidated balance sheet and the relevant
subsidiaries will retain title to the related Vessel.
5. CAPITALIZED FINANCING FEES AND EXPENSES
Capitalized financing fees and expenses are amortised on a
straight-line basis over the life of the Credit Facility. The
capitalized financing fees and expenses are comprised of the
following amounts:
F-11
2000 1999
(in US Dollars)
Capitalized financing fees
and expenses $2,600,804 $2,600,804
Accumulated amortization (1,428,378) (1,056,835)
---------- ----------
$1,172,426 $1,543,969
---------- ----------
6. CREDIT FACILITY
The Company has entered into a Credit Facility with a syndicate
of international lenders, pursuant to which the Company borrowed
$145.6 million in the form of two term loans (the "Loans", or the
"Primary Loan" and the "Amortizing Loan"). Of such amount, $125.4
million was in respect of the Primary Loan, and $20.2 million was
in respect of the Amortizing Loan.
The outstanding Credit facility as at December 31, 2000 is
repayable as follows:
Year ended December 31, 2004 $125,397,399
The Credit Facility is secured by, among other things, a pledge
by the Company of 100% of the issued and outstanding capital
stock of the Subsidiaries, a guarantee from each Subsidiary, a
mortgage on each Vessel, assignments of the Charters and the
Charter Guaranties and an assignment of the rights to take title
to the Vessels and the proceeds from the sale or any novation
thereof.
The Credit Facility provides for payment of interest on the
outstanding principal balance of the Loans quarterly, in arrears,
at a floating interest rate based on the rate in the London
interbank eurocurrency market. The variable rate on the Credit
Facility was 7.17375% at December 31, 2000.
The Company has entered into an interest rate swap transaction
with Goldman Sachs Capital Markets, L.P., an affiliate of
Goldman, Sachs & Co., so that it has effectively fixed its
interest rate obligations on the Primary Loan and the Amortizing
Loan at the rate of approximately 7.14% and 6.51%, respectively,
per annum.
The terms of the outstanding interest rate swap transaction at
December 31, 2000 are as follows:
Notional amount $125,397,399
Trade date February 6, 1997
Effective date February 27, 1997
Termination date August 27, 2004
F-12
The interest rate swap has a negative fair value of $3.5 million
at December 31, 2000 calculated by taking into account the cost
of entering into an interest rate swap to offset the Company's
outstanding swap. The credit risk under the swap agreement is
not considered to be significant due to the counterparty's high
credit rating.
7. LEASES
The minimum future revenues in the form of operating lease
rentals, to be received on the Charters as of December 31, 2000
is as follows:
Year ended December 31,
2001 $40,275,925
2002 40,275,925
2003 40,275,925
2004 6,400,010
------------
Total minimum lease rentals $127,227,785
------------
8. CONTRIBUTED CAPITAL SURPLUS ACCOUNT
At the Company's General Meeting held on March 27, 1998, a
resolution was taken to reallocate Additional Paid-In Capital to
the Contributed Capital Surplus account.
9. TAXATION
The Company is incorporated in Bermuda. Under current Bermuda
law, the Company is not required to pay taxes in Bermuda on
either income or capital gains. The Company has received written
assurance from the Minister of Finance in Bermuda that, in the
event of any such taxes being imposed, the Company will be
exempted from taxation until the year 2016.
10. RELATED PARTY TRANSACTION
On February 12, 1997, the Company entered into a management
agreement with ICB under which ICB provides certain
administrative, management and advisory services to the Company
for an amount of $750,000 per year. The management agreement will
terminate in 2012 unless earlier termination is approved.
F-13
ITEM 19. EXHIBITS
Number Description of Exhibit
________ ___________________________________________________
1 Underwriting Agreement among Knightsbridge Tankers
Limited (the "Company"), Cedarhurst Tankers LDC
("Cedarhurst"), Hewlett Tankers LDC ("Hewlett"),
Inwood Tankers LDC ("Inwood"), Lawrence Tankers LDC
("Lawrence") and Woodmere Tankers LDC ("Woodmere")
(each of Cedarhurst, Hewlett, Inwood, Lawrence and
Woodmere a "Subsidiary" and collectively the
"Subsidiaries"), Lazard Freres & Co. LLC and Goldman,
Sachs & Co., as representatives for the U.S.
underwriters (the "Representatives"), ICB Shipping
(Bermuda) Limited (the "Manager") and ICB
International Ltd. ("ICB International")**
3.1 Memorandum of Association of the Company (Exhibit
3.1)*
3.2 Bye-Laws of the Company (Exhibit 3.2)*
3.2.1 Execution version of Bareboat Charter dated
February 12, 1997 between Woodmere and Shell
International Petroleum Company Limited ("SIPC")
relating to the M.T. Myrina.**
3.2.2 Execution version of Bareboat Charter dated
February 12, 1997 between Hewlett and SIPC relating
to the M.T. Megara.**
3.2.3 Execution version of Bareboat Charter dated
February 12, 1997 between Inwood and SIPC relating to
the M.T. Murex.**
3.2.4 Execution version of Bareboat Charter dated
February 12, 1997 between Lawrence and SIPC relating
to the M.T. Macoma.**
3.2.5 Execution version of Bareboat Charter dated
February 12, 1997 between Cedarhurst and SIPC
relating to the M.T. Magdala.**
3.3.1 Execution version of Charter Guaranty dated
February 12, 1997 made by Shell Petroleum N.V.
("SPNV") and The Shell Petroleum Company Limited
("SPCo") (collectively the "Guarantors") in favor of
Woodmere relating to the M.T. Myrina.**
3.3.2 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
Hewlett relating to the M.T. Megara.**
3.3.3 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
Inwood relating to the M.T. Murex.**
3.3.4 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
Lawrence relating to the M.T. Macoma.**
3.3.5 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
Cedarhurst relating to the M.T. Magdala.**
3.3.6 Execution version of Pooling Agreement dated
February 27, 1997 among the Subsidiaries as owners,
and Shell International Trading and Shipping Company
Limited on behalf of SIPC (collectively the
"Charterers") relating to the fleet spares.**
3.4 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
the Company.**
3.5 Execution version of Management Agreement dated
February 12, 1997 between the Manager and the Company
(incorporated by reference from Exhibit 10.5 of the
Registration Statement).**
3.6.1 Memorandum of Agreement dated October 24, 1996 among
Ocala Shipping Limited ("Ocala"), the Charterers and
Shell Tankers (UK) Limited ("STUK"), as buyer,
relating to the M.T. Myrina (incorporated by
reference from Exhibit 10.6 of the Registration
Statement).**
3.6.2 Memorandum of Agreement dated October 24, 1996 among
Kerbela Shipping Corp. ("Kerbela") the Charterers and
STUK relating to the M.T. Megara (incorporated by
reference from Exhibit 10.7 of the Registration
Statement).**
3.6.3 Memorandum of Agreement dated October 24, 1996 among
Trevose Shipping Corp. ("Trevose"), the Charterers
and STUK relating to the M.T. Murex (incorporated by
reference from Exhibit 10.8 of the Registration
Statement).**
3.6.4 Memorandum of Agreement dated October 24, 1996 among
Tourmaline Shipping Limited ("Tourmaline"), the
Charterers and STUK relating to the M.T. Macoma
(incorporated by reference from Exhibit 10.9 of the
Registration Statement).**
3.6.5 Memorandum of Agreement dated October 24, 1996 among
Fluid Navigation Ltd. ("Fluid"), the Charterers and
STUK relating to the M.T. Magdala (incorporated by
reference from Exhibit 10.10 of the Registration
Statement).**
3.7.1 Assignment Agreement dated November 25, 1996 from
STUK and Shell International Trading & Shipping
Company Limited to the Company and the Subsidiaries
relating to the relevant Memorandum of Agreement
(incorporated by reference from Exhibit 10.11 of the
Registration Statement).**
3.7.2 Assignment of Rights dated February 27, 1997 between
Ocala as seller and Woodmere as buyer relating to
the M.T. Myrina.**
3.7.3 Assignment of Rights dated February 27, 1997 between
Kerbela as seller and Hewlett as buyer regarding the
M.T. Megara.**
3.7.4 Assignment of Rights dated February 27, 1997 between
Trevose as seller and Inwood as buyer regarding the
M.T. Murex.**
3.7.5 Assignment of Rights dated February 27, 1997 between
Tourmalene as seller and Lawrence as buyer regarding
the M.T. Macoma.**
3.7.6 Assignment of Rights dated February 27, 1997 between
Fluid as seller and Cedarhurst as buyer regarding
the M.T. Magdala.**
3.8.1 Execution version of Letter Agreement dated
February 6, 1997 among the Company, SIPC, ICB
International, the Subsidiaries and the Manager
(incorporated by reference from Exhibit 10.12.1 of
the Registration Statement).**
3.8.2 Execution version of Letter Agreement dated
February 6, 1997 among the Company, the Manager, ICB
International, SIPC and the Guarantors (incorporated
by reference from Exhibit 10.12.2 of the Registration
Statement).**
3.9 U.K. Finance Lease Transaction Offer Letter dated
November 12, 1996 made by National Westminster Bank
Plc in favor of the Company and SIPC (incorporated by
reference from Exhibit 10.13 of the Registration
Statement).**
3.10.1 Conditional Sale Agreement dated November 25, 1996
between NatWest Leasing (GB) Limited ("NLL") and
Woodmere relating to the M.T. Myrina (incorporated by
reference from Exhibit 10.14 of the Registration
Statement).**
3.10.2 Conditional Sale Agreement dated November 25, 1996
between NLL and Hewlett relating to the M.T. Megara
(incorporated by reference from Exhibit 10.15 of the
Registration Statement).**
3.10.3 Conditional Sale Agreement dated November 25, 1996
between NLL and Inwood relating to the M.T. Murex
(incorporated by reference from Exhibit 10.16 of the
Registration Statement).**
3.10.4 Conditional Sale Agreement dated November 25, 1996
between NLL and Lawrence relating to the M.T. Macoma
(incorporated by reference from Exhibit 10.17 of the
Registration Statement).**
3.10.5 Conditional Sale Agreement dated November 25, 1996
between NLL and Cedarhurst relating to the M.T.
Magdala (incorporated by reference from Exhibit 10.18
of the Registration Statement).**
3.11.1 Execution version of Charterparty by way of Demise
dated February 12, 1997 between NLL as lessor and
Woodmere as leasee relating to the M.T. Myrina.**
3.11.2 Execution version of Charterparty by Way of Demise
dated February 12, 1997 between NLL as lessor and
Hewlett as leasee relating to the M.T. Megara.**
3.11.3 Execution version of Charterparty by Way of Demise
dated February 12, 1997 between NLL as lessor and
Inwood as leasee relating to the M.T. Murex.**
3.11.3(a) Amendment Agreement to the Charterparty by Way of
Demise dated February 27, 1997 among NLL, Inwood and
SIPC.**
3.11.4 Execution version of Charterparty by Way of Demise
dated February 12, 1997 between NLL as lessor and
Lawrence as leasee relating to the M.T. Macoma.**
3.11.5 Execution version of Charterparty by Way of Demise
dated February 12, 1997 between NLL as lessor and
Cedarhurst as leasee relating to the M.T. Magdala.**
3.12.1 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Woodmere as leasee.**
3.12.2 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Hewlett as leasee.**
3.12.3 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Inwood as leasee.**
3.12.4 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Lawrence as leasee.**
3.12.5 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Cedarhurst as leasee.**
3.13 Execution version of Lessor Direct Agreement dated
February 12, 1997 among the Company as borrower, the
Subsidiaries as leasees, NLL as lessor and GSI.**
3.13(a) Amendment Agreement to the Lessor Direct Agreement
dated February 27, 1997 among the Company as
borrower, the Subsidiaries as leasees, NLL as lessor
and Royal Bank of Scotland Plc ("RBS") as agent.**
3.14.1 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to
Woodmere as chargee.**
3.14.2 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to
Hewlett as chargee.**
3.14.3 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to Inwood
as chargee.**
3.14.4 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to
Lawrence as chargee.**
3.14.5 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to
Cedarhurst as chargee.**
3.15.1 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Woodmere as
leasee and Midland Bank PLC as a letter of credit
issuing bank ("Midland").**
3.15.2 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Hewlett as
leasee and Midland.**
3.15.3 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Inwood as
leasee and Royal Bank of Canada Europe Limited as a
letter of credit issuing bank ("RBC").**
3.15.4 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Lawrence as
leasee and National Australia Bank Limited as a
letter of credit issuing bank ("NAB").**
3.15.5 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Cedarhurst as
leasee and NAB.**
3.16.1 Execution version of Irrevocable Standby Letter of
Credit by Midland in favor of Woodmere as leasee.**
3.16.2 Execution version of Irrevocable Standby Letter of
Credit by Midland in favor of Hewlett as leasee.**
3.16.3 Execution version of Irrevocable Standby Letter of
Credit by RBC in favor of Inwood as leasee.**
3.16.4 Execution version of Irrevocable Standby Letter of
Credit by NAB in favor of Lawrence as leasee.**
3.16.5 Execution version of Irrevocable Standby Letter of
Credit by NAB in favor of Cedarhurst as leasee.**
3.17.1 Execution version of Reimbursement Agreement dated
February 12, 1997 between Woodmere as leasee and
Midland.**
3.17.2 Execution version of Reimbursement Agreement dated
February 12, 1997 between Hewlett as leasee and
Midland.**
3.17.3 Execution version of Reimbursement Agreement dated
February 12, 1997 between Inwood as leasee and RBC.**
3.17.4 Execution version of Reimbursement Agreement dated
February 12, 1997 between Lawrence as leasee and
NAB.**
3.17.5 Execution version of Reimbursement Agreement dated
February 12, 1997 between Cedarhurst as leasee and
NAB.**
3.18.1 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
Midland relating to Woodmere as lessee.**
3.18.2 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
Midland relating to Hewlett as lessee.**
3.18.3 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
RBC relating to Inwood as lessee.**
3.18.4 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
NAB relating to Lawrence as lessee.**
3.18.5 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
NAB relating to Cedarhurst as lessee.**
3.19 Execution version of Term Loan Facility Agreement
dated February 6, 1997 among the Company as borrower,
the Subsidiaries as guarantors, GSI as arranger and
as agent, Goldman Sachs Capital Partners L.P. as bank
("GSCP") and Goldman Sachs Capital Markets L.P. as
swap counterparty ("GSCM").**
3.19(a) Amendment Agreement to Term Loan Facility Agreement
dated February 27, 1997 among the Company as
borrower, the Subsidiaries as guarantors, GSI as
arranger and retiring agent, Goldman Sachs
International Bank as bank ("GSIB"), GSCM as swap
counterparty and RBS as successor agent.**
3.19(b) Side Letter to the Term Loan Facility Agreement dated
February 27, 1997 among the Company, the
Subsidiaries, SIPC, NLL and GSI.**
3.20.1 Vessel Mortgage dated February 27, 1997 granted by
Woodmere in favor of GSI relating to the M.T.
Myrina.**
3.20.2 Vessel Mortgage dated February 27, 1997 granted by
Hewlett in favor of GSI relating to the M.T.
Megara.**
3.20.3 Vessel Mortgage dated February 27, 1997 granted by
Inwood in favor of GSI relating to the M.T. Murex.**
3.20.4 Vessel Mortgage dated February 27, 1997 granted by
Lawrence in favor of GSI relating to the M.T.
Macoma.**
3.20.5 Vessel Mortgage dated February 27, 1997 granted by
Cedarhurst in favor of GSI relating to the M.T.
Magdala.**
3.21.1 Execution version of Floating Charge dated
February 12, 1997 between Woodmere as chargor and GSI
as agent.**
3.21.2 Execution version of Floating Charge dated
February 12, 1997 between Hewlett as chargor and GSI
as agent.**
3.21.3 Execution version of Floating Charge dated
February 12, 1997 between Inwood as chargor and GSI
as agent.**
3.21.4 Execution version of Floating Charge dated
February 12, 1997 between Lawrence as chargor and GSI
as agent.**
3.21.5 Execution version of Floating Charge dated
February 12, 1997 between Cedarhurst as chargor and
GSI as agent.**
3.22 Execution version of Floating Charge dated
February 12, 1997 between the Company as chargor and
GSI as agent.**
3.23 Execution version of Mortgage of Shares dated
February 12, 1997 between the Company as chargor and
GSI as agent.**
3.24 Execution version of Borrower Assignment dated
February 12, 1997 between the Company as assignor and
GSI as agent.**
3.25.1 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between Woodmere
as assignor and GSI as agent.**
3.25.2 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between Hewlett as
assignor and GSI as agent.**
3.25.3 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between Inwood as
assignor and GSI as agent.**
3.25.4 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between Lawrence
as assignor and GSI as agent.**
3.25.5 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between Cedarhurst
as assignor and GSI as agent.**
3.26 Execution version of ISDA Master Agreement dated
February 6, 1997 between GSCM and the Company.**
3.27 Execution version of Intercreditor Agreement dated
February 12, 1997 among the Company as borrower, the
Subsidiaries as leasees (collectively with the
Company as Obligors), GSI as arranger and as agent,
GSCP as bank and GSCM as swap bank and SIPC, SPCo,
SPNV and the Manager, each as a subordinated
creditor.**
3.27(a) Amendment Agreement dated February 27, 1997 to the
Intercreditor Agreement among the Company as
borrower, the Subsidiaries as leasees (collectively
with the Company as Obligors), GSI as arranger, RBS
as agent, GSIB as bank, GSCM as swap bank and SIPC,
SPCo, SPNV and the Manager, each as a subordinated
creditor.**
3.27(b) Finance Party Accession/Designation Agreement dated
February 27, 1997 among the Company and the
Subsidiaries as obligors, GSI as existing party and
arranger, RBS as new party, NLL as lessor, GSIB as
bank, GSCM as swap bank and SIPC, SPCo, SPNV and the
Manager, each as a subordinated creditor.**
3.28 Execution version of Multipartite Agreement dated
February 12, 1997 among the Company as borrower, the
Subsidiaries as guarantors, SIPC as charterer, GSI as
arranger and agent, GSCP as bank and GSCM as swap
bank.**
3.29 Execution version of Subordination Agreement dated
February 12, 1997 among the Company, the
Subsidiaries, ICB International, the Manager, the
Guarantors, SIPC and Goldman, Sachs & Co. as
representative of the U.S. Underwriters, and GSI as
representative of the International Underwriters.**
3.30 Execution version of Share Purchase Agreement dated
February 12, 1997 between the Company and ICB
International (incorporated by reference from
Exhibit 10.37 of the Company's Registration Statement
on Form F-1, filed December 13, 1996 (File No. 333-
6170).
* Incorporated by reference to same Exhibit No. in the
Company's Registration Statement on Form F-1, filed
December 13, 1996 (File No. 333-6170)
** Incorporated by reference to same Exhibit No. in the
Company's Report on Form 6-K, filed March 20, 1997 (File No.
0-29106)
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant certifies that it meets all
of the requirements for filing on Form 20-F and has duly caused
this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
KNIGHTSBRIDGE TANKERS LIMITED
By: /s/Ola Lorentzon
_____________________
Ola Lorentzon
Chairman
Dated: May 25, 2001
01655002.AH8