UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-13944
NORDIC AMERICAN TANKER SHIPPING LIMITED
- ----------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
ISLANDS OF BERMUDA
- ----------------------------------------------------------------
(Jurisdiction of incorporation or organization)
Cedar House
41 Cedar Avenue
Hamilton HM EX
Bermuda
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section
12(b) of the Act.
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
Common Shares American Stock Exchange
_________________________ _________________________
Securities registered or to be registered pursuant to Section
12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period
covered by the annual report.
Common Shares, par value $0.01 9,706,606
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark which financial statement item the
Registrant has elected to follow.
Item 17 X Item 18
2
TABLE OF CONTENTS
PAGE
PART I
Item 1. Identity of Director, Senior Management and Advisor.5
Item 2. Offer Statistics and Expected Timetable ...........5
Item 3. Key Information ...................................5
A. Selected Financial Data ..............................5
B. Capitalization and Indebtedness ......................7
C. Reasons for the Offer and Use of Proceeds ............7
D. Risk Factors ........................................8
Item 4. Information on the Company .......................13
A. History and Development ............................13
B. Business overview ..................................13
C. Organizational Structure ............................17
D. Property, Plant and Equipment ......................18
Item 5. Operating and Financial Review and Prospects .....19
A. Operating Results ..................................19
B. Liquidity and Capital Resources .....................20
Item 6. Directors, Senior Management and Employees ........21
A. Directors and Senior Management .....................21
B. Compensation .......................................23
C. Board Practices .....................................23
D. Employees ..........................................23
E. Share Ownership .....................................24
Item 7. Major Shareholders and Related Party Transactions .24
A. Major Shareholders .................................24
B. Related Party Transactions .........................24
Item 8. Financial Information ............................25
A. Consolidated Statements and Other Financial
Information.........................................25
Item 9. The Offer and Listing ............................25
A.4. Market Price Information .........................25
C. Markets on Which our Ordinary Shares Trade .........26
Item 10. Additional Information ..........................27
A. Share Capital ......................................27
B. Memorandum and Articles of Association .............27
C. Material Contracts .................................28
D. Exchange Controls ..................................28
E. Taxation ...........................................29
Item 11. Quantitative and Qualitative Disclosures about
Market Risk ...........................................29
Item 12. Description of Securities other than Equity
Securities. ...........................................30
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies...30
Item 14. Material Modifications to the Rights of Security
Holders and Use of Proceeds............................30
Item 15. [Reserved] .........................................
Item 16. [Reserved] ........................................
Part III
3
Item 17. Financial Statements ............................F-1
Item 18. Financial Statements ..............................
Item 19. Exhibits ..........................................
4
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 following historical financial information should
be read in conjunction with our audited consolidated financial
statements and related notes all of which are included elsewhere
in this document and "Operating and Financial Review and
Prospects." The statements of operations data for each of the
three years ended December 31, 1998, 1999, and 2000 and selected
balance sheet data as of December 31, 1999 and 2000 are derived
from, and qualified by reference to, our audited consolidated
financial statements included elsewhere in this document. The
statements of operations data for each of the years ended
December 31, 1996 and 1997 and selected balance sheet data as of
December 31, 1996, 1997 and 1998 are derived from our audited
financial statements not included in this document.
5
SELECTED BALANCE SHEET DATA
December 31,
----------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
Assets
Cash and
Cash Deposit 1,922,925 2,507,017 3,637,758 19,499 83,275
Prepaid Finance
Expenses 57,915 72,395 86,875 0 0
Prepaid Insurance 58,33 70,833 83,333 95,836 180,000
Accounts
Receivable 10,228,286 0 0 1,499,380 111,644
Vessels 148,575,045 155,406,085 162,237,124 169,068,163 51,224,760
----------- ---------- ----------- ----------- ----------
Total Assets 160,842,504 158,056,330 166,045,090 170,682,878 51,599,679
=========== =========== =========== =========== ==========
Accounts
Payable 0 0 675,384 1,181,385 0
Accrued
Interest 43,500 77,333 43,781 0 0
Bank Loan 30,000,000 30,000,000 30,000,000 0 0
---------- ---------- ---------- ---------- ----------
Total Long-
term
Liabilities 30,043,500 30,077,333 30,719,165 1,181,385 0
Shareholder's Equity
Share Capital 97,066 97,066 97,066 118,138 12,822
Other
Shareholders'
Equity 130,701,938 127,881,931 135,228,859 169,383,355 51,586,857
----------- ----------- ----------- ----------- ----------
Total
Shareholders'
Equity 130,799,004 127,978,997 135,325,925 169,501,493 51,599,679
----------- ----------- ----------- ----------- ----------
Total
Liabilities
and
Shareholders'
Equity 160,842,504 158,056,330 166,045,090 170,682,878 51,599,679
=========== =========== =========== =========== ==========
6
SELECTED STATEMENT OF OPERATIONS DATA
Year Ended December 31,
----------------------------------------------------------
2000 1999 1998 1997 1996
-------- -------- -------- -------- --------
Revenue 36,577,262 14,782,500 16,006,199 5,265,880 0
Ship Broker
Commissions (185,288) (184,781) (184,781) (47,081) 0
Mgmt. Fee &
Admin. Exp. (290,791) (314,004) (412,779) (461,674) (430,000)
Directors
Insurance (82,500) (97,500) 0 0 0
Depreciation (6,831,040) (6,831,039) (6,831,039) (1,707,807) 0
--------- --------- --------- -------- --------
Net Operating
Income 29,187,643 7,355,176 8,577,600 3,049,318 (430,000)
---------- --------- --------- --------- --------
Net Financial
Items (1,518,679) (1,580,500) 51,912 147,174 0
---------- --------- --------- --------- --------
Net Profit
for the Year 27,668,964 5,774,676 8,629,512 3,196,492 (430,000)
========== ========= ========= ========= ========
Basic Earnings
Per Share (a) 2.85 0.59 0.73 1.06 (5.23)
Diluted Earnings
Per Share 2.85 0.59 0.73 0.57 (5.23)
Cash Dividends
Declared
Per Share 2.56 1.35 1.33 1.57 0
Weighted Average
Shares Outstanding:
Basic 9,706,606 9,706,606 11,796,530 3,018,518 82,237
Diluted 9,706,606 9,706,606 11,796,530 5,606,055 82,237
(a) Warrants to purchase 11,731,613 shares of common stock at $10.21 per
share were outstanding during 1996 and 1997 but were not included in the
computation of diluted earnings per share because the Company had
negative earnings in 1996 and therefore, the effect would be anti-
dilutive.
B. CAPITALIZATION AND INDEBTEDNESS
Not Applicable
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable
7
D. RISK FACTORS
Industry Specific Risk Factors
THE CYCLICAL NATURE OF THE TANKER INDUSTRY MAY LEAD TO VOLATILE
CHANGES IN CHARTER RATES WHICH MAY ADVERSELY AFFECT THE COMPANY'S
EARNINGS
If the tanker industry, which has been cyclical, is
depressed in the future when the Company's vessels' charters
expire or when the Company wants to sell a vessel, the Company's
earnings and available cash flow may decrease. The Company's
ability to recharter its vessels on the expiration or termination
of their current charters and the charter rates payable under any
renewal or replacement charters will depend upon, among other
things, economic conditions in the tanker market. Fluctuations
in charter rates and vessel values result from changes in the
supply and demand for tanker capacity and changes in the supply
and demand for oil and oil products.
The factors affecting the supply and demand for tanker
vessels are outside of the Company's control, and the nature,
timing and degree of changes in industry conditions are
unpredictable. The factors that influence demand for tanker
capacity include:
- 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.
The Company's vessels are currently operated under
bareboat charters to BP Shipping Ltd., a wholly owned subsidiary
of BP p.l.c. The Company receives a set minimum base rate
charter hire and variable additional hire under these bareboat
charters. The amount of additional hire is determined by a
brokers' panel and therefore is subject to variation depending on
8
general tanker market conditions. The Company cannot assure you
that the Charterer will pay additional hire for any quarter.
THE VALUE OF THE COMPANY'S VESSELS MAY FLUCTUATE AND ALSO DEPEND
ON WHETHER BP SHIPPING LTD. 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 the
Company's oil tankers to fluctuate, depending on general economic
and market conditions affecting the tanker industry and
competition from other shipping companies, types and sizes of
vessels, and other modes of transportation. In addition, as
vessels grow older, they generally decline in value. These
factors will affect the value of the Company's vessels at the
termination of their charters or earlier at the time of their
sale. It is very possible that the value of the Company's
vessels could be well below both their implied value based on the
trading price for the Company's shares and their present market
value without the BP Shipping Ltd. charters. While the trading
price for the Company's shares depends on many factors, the
failure of BP Shipping Ltd. to renew the charters could result in
a lower market price for the Company's shares.
Company Specific Risk Factors
BECAUSE THE COMPANY'S CHARTERS MAY EXPIRE IN 2004, THE COMPANY
MAY INCUR ADDITIONAL EXPENSES AND NOT BE ABLE TO RECHARTER THE
COMPANY'S VESSELS PROFITABLY
Each of the Company's charters with BP Shipping Ltd.
expires approximately seven years after the date of delivery of
each vessel to us, which could be as early as September 2004,
unless extended at the option of the charterer for seven
successive one year periods, on twelve 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 the Company or its
shareholders in deciding whether to exercise the extension
option, and the charterer's decision may be contrary to the
Company's interests or those of the Company's shareholders.
The Company 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.
9
In the event BP Shipping Ltd. does not extend the
Company's current charters, the Company will present to its
shareholders a recommendation by the Company's Board of Directors
as to whether it believes that the sale of the Company's vessels
is in the shareholders' best interests or whether an alternative
plan, such as attempting to arrange a replacement charter, might
be of greater benefit. Replacement charters may include shorter
term time charters and employing the vessels on the spot charter
market (which is subject to greater fluctuation than the time
charter market). Any replacement charters may bring the Company
lower charter rates and would likely require the Company to incur
greater expenses which may reduce the amounts available, if any,
to pay distributions to shareholders.
THE COMPANY OPERATES IN THE HIGHLY COMPETITIVE INTERNATIONAL
TANKER MARKET AND ITS POSITION COULD BE ADVERSELY AFFECTED IF
BP SHIPPING LTD. DOES NOT RENEW THE COMPANY'S CHARTERS
The operation of tanker vessels and transportation of
crude and petroleum products and the other businesses in which
the Company operates are extremely competitive. Competition
arises primarily from other tanker owners, including major oil
companies as well as independent tanker companies, some of whom
have substantially greater resources. Competition for the
transportation of oil and oil products can be intense and depends
on price, location, size, age, condition and the acceptability of
the tanker and its operators to the charterers. During the term
of the Company's existing charters with BP Shipping Ltd. the
Company is not exposed to the risk associated with this
competition. In the event that BP Shipping Ltd. does not renew
the charters in 2004, the Company will have to compete with other
tanker owners, including major oil companies as the well as
independent tanker companies for charterers. Due in part to the
fragmented tanker market, competitors with greater resources
could enter and operate larger fleets through acquisitions or
consolidations and may be able to offer better prices and fleets,
which could result in the Company's achieving lower revenues from
the Company's oil tankers.
COMPLIANCE WITH ENVIRONMENTAL LAWS OR REGULATIONS MAY ADVERSELY
AFFECT THE COMPANY'S EARNINGS AND FINANCIAL CONDITIONS IF BP
SHIPPING LTD. DOES NOT RENEW ITS CHARTERS
Regulations in the various states and other
jurisdictions in which the Company's vessels trade affect the
Company's 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 the
Company's vessels. Although BP Shipping Ltd. is responsible for
all operational matters and bears all these expenses during the
10
term of the Company's current charters, these expenses could have
an adverse effect on the Company's business operations at any
time after the expiration or termination of a charter or in the
event BP Shipping Ltd. fails to make a necessary payment.
THE COMPANY 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
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, BP Shipping
Ltd. bears all risks associated with the operation of the
Company's vessels including any total loss of one or more
vessels. However, the Company cannot assure investors that the
Company will adequately insure against all risks in the event the
Company's existing charters are not renewed at the expiration of
their terms. The Company may not be able to obtain adequate
insurance coverage at reasonable rates for the Company's fleet in
the future and the insurers may not pay particular claims.
THE COMPANY IS HIGHLY DEPENDENT ON BP SHIPPING LTD. AND BP p.l.c.
The Company is highly dependent on the due performance
by BP Shipping Ltd. of its obligations under the charters and by
its guarantor, BP p.l.c. Any failure by BP Shipping Ltd. or BP
p.l.c. to perform its obligations could result in enforcement by
the Company's lenders of their rights including foreclosing on
the mortgages over the vessels and the outstanding capital stock
of the Company's subsidiaries, all of which are pledged to the
lenders, and all of the subsidiaries' rights in the charters, and
the consequent forfeiture of the Company's vessels. The
Company's shareholders do not have any recourse against BP
Shipping Ltd. or BP p.l.c.
The Company's ability to recharter or sell the vessels
if BP Shipping Ltd. or BP p.l.c. defaults would be subject to the
rights of the lenders and the rights of the lessor under finance
leases to which the Company is a party for its vessels. In
addition, if BP Shipping Ltd. were to default on its obligations
under a charter or not exercise its charter extension option, the
Company may be required to change the flagging or registration of
the related vessel and may incur additional costs, including
maintenance and crew costs.
11
INCURRENCE OF EXPENSES OR LIABILITIES MAY REDUCE OR ELIMINATE
DISTRIBUTIONS
The Company has made distributions quarterly since
September 1997, in an aggregate amount equal to the charterhire
received from BP Shipping Ltd. less the Company's cash expenses
and less any reserves required in respect of any contingent
liabilities. It is possible that the Company could incur other
expenses or contingent liabilities that would reduce or eliminate
the cash available for distribution as dividends. In particular,
toward the end of the term of the charters in 2004, the Company
is likely to have additional expenses and may have to set aside
amounts for future payments of interest. The Company's loan
agreements prohibit the declaration and payment of dividends if
the Company is in default under them. In addition, the
declaration and payment of dividends is subject at all times to
the discretion of the Company's Board. The Company cannot assure
you that the Company will pay dividends in the amounts
anticipated or at all.
THE COMPANY HAS A LIMITED BUSINESS PURPOSE WHICH LIMITS ITS
FLEXIBILITY
The Company's bye-laws limit the Company's business to
engaging in the acquisition, disposition, ownership, leasing and
chartering of the Company's three Suezmax oil tankers. During
the terms of the Company's charters with BP Shipping Ltd. the
Company expects that the only source of operating revenue from
which the Company may pay distributions will be from these
charters.
GOVERNMENTS COULD REQUISITION THE COMPANY'S VESSELS DURING A
PERIOD OF WAR OR EMERGENCY, RESULTING IN A LOSS OF EARNINGS
A government could requisition for title or seize the
Company's vessels. Requisition for title occurs when a
government takes control of a vessel and becomes her owner.
Also, a government could requisition the Company's vessels for
hire. Requisition for hire occurs when a government takes
control of a vessel and effectively becomes her charterer at
dictated charter rates. If a vessel is requisitioned for hire
from a pre-existing charterer beyond the scheduled termination
date, BP Shipping Ltd. will be obligated to pay to us only those
amounts received by it as charterhire from the requisitioning
entity, less operating costs. This amount could be materially
less than the charterhire that would have been payable otherwise.
In addition, the Company would bear all risk of loss or damage to
the vessel after the charter would otherwise have terminated.
12
ITEM 4. INFORMATION ON THE COMPANY
A. HISTORY AND DEVELOPMENT
Nordic American Tanker Shipping Limited (the "Company") was
incorporated on June 12, 1995, under the laws of the Islands of
Bermuda ("Bermuda") for the purpose of acquiring, disposing,
owning, leasing, and chartering three double hull Suezmax oil
tankers (the "Vessels"). The principal executive offices of the
Company are located at: Cedar House, 41 Cedar Avenue, Hamilton HM
EX, Bermuda, telephone number (441) 295-2244.
Pursuant to an agreement (the "Management Agreement") between
the Company and its manager, Ugland Nordic Shipping ASA (the
"Manager"), the Manager provides certain management,
administrative and advisory services to the Company.
B. BUSINESS OVERVIEW
Vessels Owned by the Company
Each of the Company's Vessels is a 1997 built, 151,459 dwt
double hull Suezmax oil tanker. The purchase price of each Vessel
was approximately $56.9 million. The Vessels were delivered
between August and December 1997 and have been designed according
to the specifications set forth in the shipbuilding contracts
between the Builder and the Company (the "Shipbuilding
Contracts"). The Vessels were built at Samsung Heavy Industries
Co. Ltd. in South Korea.
Each Vessel is registered on Isle of Man and flies the
British flag.
Chartering Operations Commenced on September 30, 1997
Each Vessel is chartered to BP Shipping Ltd. (the
"Charterer"), pursuant to separate "hell and high water" bareboat
charters (the "Charters"). The initial term of these charters
began on September 30, 1997 and will end approximately seven
years after such date, subject to extension at the option of the
Charterer for up to seven successive one-year periods. Under
each Charter, the Charterer is required to provide the Company
with at least twelve months' prior notice of each such extension.
The daily charterhire rate payable under each Charter is
comprised of two components: (i) a fixed minimum rate of
charterhire of $13,500 per Vessel per day (the "Base Rate"), paid
quarterly in advance, and (ii) additional charterhire (which will
be determined and paid quarterly in arrears and may equal zero)
which would equal the excess, if any, of a weighted average of
the daily time charter rates for two round-trip trade routes
13
traditionally served by Suezmax tankers (Bonny, Nigeria to/from
the Louisiana Offshore Oil Port, and Hound Point, U.K. to/from
Philadelphia, Pennsylvania (the "Reference Ports")), over the sum
of (A) an agreed amount of $8,500 representing daily operating
costs and (B) the Base Rate ("Additional Hire"). The amount of
Additional Hire, if any, will be determined by the London Tanker
Brokers Panel or another panel of ship brokers mutually
acceptable to the Charterer and the Company (the "Brokers
Panel"). In 2000, the Company received Additional Hire for all
four quarters.
Pursuant to the terms of the Charters, the Charterer's
obligation to pay charterhire is absolute, regardless whether
there is loss or damage to a Vessel or any other reason. The
Charterer is also obligated to indemnify and hold the Company
harmless from all liabilities arising from the operation, design
and construction of the Vessels prior to and during the term of
the Charters, including environmental liabilities, other than
liabilities arising out of the gross negligence or willful
misconduct of the Company. The obligations of the Charterer are
guaranteed by BP p.l.c., the successor company to the merger
between Amoco Corp and The British Petroleum Company p.l.c.
At least six months prior to the end of the term (including
any extension thereof) of a Charter, the holders of the Shares
will be entitled to vote on a proposal to sell the related
Vessels and to distribute the net proceeds to the shareholders to
the extent permitted under Bermuda law. The Board of Directors
of the Company (the "Board") will make a recommendation as to
that proposal, which recommendation may favor such sale or an
alternative plan, such as the operation, rechartering or other
disposition of the Vessels. The proposal to sell the Vessels and
distribute the resulting net proceeds shall be adopted if
approved by the holders of a majority of the Common Shares voting
at the meeting called for such purpose.
The International Tanker Market
International seaborne oil and petroleum products
transportation services are mainly provided by two types of
operator: major oil company captive fleets (both private and
state-owned) and independent shipowner fleets. Both types of
operators transport oil under short-term contracts (including
single-voyage "spot charters") and long-term time charters with
oil companies, oil traders, large oil consumers, petroleum
product producers and government agencies. The oil companies
own, or control through long-term time charters, approximately
one third of the current world tanker capacity, while independent
companies own or control the balance of the fleet. The oil
companies use their fleets not only to transport their own oil,
but also to transport oil for third-party charterers in direct
14
competition with independent owners and operators in the tanker
charter market.
The oil transportation industry has historically been subject
to regulation by national authorities and through international
conventions. Over recent years, however, an environmental
protection regime has evolved which has a significant impact on
the operations of participants in the industry in the form of
increasingly more stringent inspection requirements, closer
monitoring of pollution-related events, and generally higher
costs and potential liabilities for the owners and operators of
tankers.
In order to benefit from economies of scale, tanker
charterers will typically charter the largest possible vessel to
transport oil or products, consistent with port and canal
dimensional restrictions and optimal cargo lot sizes. The oil
tanker fleet is generally divided into the following five major
types of vessels, based on vessel carrying capacity: (i) ULCC-
size range of approximately 320,000 to 450,000 dwt; (ii) VLCC-
size range of approximately 200,000 to 320,000; (iii) Suezmax-
size range of approximately 120,000 to 200,000 dwt; (iv) Aframax-
size range of approximately 60,000 to 120,000 dwt; and (v) small
tankers of less than approximately 60,000 dwt. ULCCs and VLCCs
typically transport crude oil in long-haul trades, such as from
the Arabian Gulf to Rotterdam via the Cape of Good Hope. Suezmax
tankers also engage in long-haul crude oil trades as well as in
medium-haul crude oil trades, such as from West Africa to the
East Coast of the United States. Aframax-size vessels generally
engage in both medium-and short-haul trades of less than 1,500
miles and carry crude oil or petroleum products. Smaller tankers
mostly transport petroleum products in short-haul to medium-haul
trades.
The tanker market in general was depressed through the second
half of 1998 and 1999 as a result of lower volumes of oil
transported due to cuts in oil production by OPEC. A high
proportion of the OPEC cuts were taken by the Middle East
producers which account for the long-haul crude. The cut in long-
haul crude resulted in decreased transportation demand. At the
beginning of the year 2000 the Suezmax market started to improve,
backed by increasing OPEC production and the fact that scrapping
of older tonnage in the weak 1999 market brought demand and
supply of transportation capacity closer to a balance. A high-
profile oil-spill off the coast of France in late 1999 created
strong public and political pressure for stricter requirements on
tankers. The result was an increased demand for modern quality
tonnage as many leading charterers reduced their use of older
tonnage. OPEC increased output on several occasions in 2000 in
response to oil demand and the demand for tonnage grew through
the year with gradually higher charter rates and, in the last
15
quarter of 2000, the highest average Suezmax rates paid since the
early 1970's. The charter rates have dropped in the beginning of
2001, compared to the highs of end 2000, but rates are still at
high levels. A continued strong Suezmax market will largely
depend on the global oil demand in 2000 and the probable
implementation by IMO of new rules that would remove from trading
in the next 3 to 4 years almost all Suezmaxes built before 1980.
Environmental and Other Regulations
The operation of the Vessels are affected by environmental
protection laws and other regulations. Such laws and regulations
are subject to extensive and material changes. Compliance with
such laws and regulations may entail significant expenses,
including expenses for ship modifications and changes in
operating procedures. Although all such expenses are payable by
the Charterer during the term of the Charters, such expenses
could have an adverse effect on the Company at any time after the
expiration or termination of a Charter or in the event the
Charterer and BP p.l.c. (as the guarantor of the obligations of
the Charterer) fail to make any such payment. Certain proposals
in the United States for new regulatory requirements could create
significant additional expenses in such event. In particular,
certain legislation has been proposed that would, among other
things, impose minimum wage requirements on foreign crews, impose
restrictions on the use of foreign-flagged vessels (such as the
Vessels) in United States trade and impose additional costs on
operators of foreign-built vessels (such as the Vessels). The
Company cannot predict the likelihood of any of this proposed
legislation being enacted or the ultimate cost of complying with
such legislation if enacted.
In addition, although the United States Oil Pollution Act of
1990, as amended ("OPA"), limits the strict liability of owners,
operators and charterers by demise (i.e., bareboat charterers) of
vessels (the "Responsible Parties") to the greater of $1,200 per
gross ton or $10 million per tanker (subject to possible
adjustment for inflation) for removal costs and damages that
result from a discharge of oil, these limits do not apply if the
discharge is caused by gross negligence or willful misconduct, or
the violation of an applicable U.S. federal safety, construction
or operating regulation by a Responsible Party.
Pursuant to interim implementing regulations promulgated by
the United States Coast Guard ("USCG"), Responsible Parties must
meet new financial responsibility requirements that are
significantly greater than those previously required. The
protection and indemnity associations ("P&I Associations"), which
have historically provided shipowners and operators financial
assurance, have refused to furnish evidence of insurance to
Responsible Parties and therefore, Responsible Parties have had
16
to obtain financial assurance from other sources at additional
cost. While the Charterer will be responsible for compliance
during the term of the Charters, the inability of the Company to
comply with these regulations following the expiration or
termination of the Charters would have an adverse effect on the
Company's business and results of operations.
The International Maritime Organization, an agency of the
United Nations ("IMO") has adopted regulations that are designed
to reduce oil pollution in international waters. In complying
with OPA and the IMO regulations and other regulations that may
be adopted, shipowners and operators may be forced to incur
additional costs in meeting new maintenance and inspection
requirements, in developing contingency arrangements for
potential spills and in obtaining insurance coverage. Additional
laws and regulations may be adopted which could limit the ability
of the Company to do business and which could have a material
adverse effect on the Company's business and results of
operations following the expiration or termination of a Charter.
The operation of the Vessels is also affected by the newly
adopted requirements set forth in the IMO's International
Management Code for the Safe Operation of Ships and Pollution
Prevention (the "ISM Code"). The ISM Code requires shipowners
and bareboat charterers to develop an extensive "Safety
Management System," which includes policy statements, manuals,
standard procedures and lines of communication. Noncompliance
with the ISM Code may subject the shipowner or bareboat charterer
to increased liability and may lead to decreases in available
insurance coverage for affected vessels. Although compliance
with the ISM Code is the responsibility of the Charterer during
the term of the Charters, the Company would become primarily
responsible for compliance with the ISM Code if the Charterer
were to default in its obligations under the Charter.
C. ORGANIZATIONAL STRUCTURE
Prior to September 30, 1997, the Company was a wholly owned
subsidiary of Ugland Nordic Shipping ASA, a Norwegian shipping
company whose shares are listed on the Oslo Stock Exchange. On
September 30, 1997, 11,731,613 warrants for the purchase of the
Company's common shares, which had been sold to the public in
1995, were exercised. Ugland Nordic Shipping ASA currently
provides managerial, administrative and advisory services to the
Company pursuant to the Management Agreement and holds 16.42% of
the outstanding Shares.
17
D. PROPERTY, PLANTS AND EQUIPMENT
Other than the Vessels described elsewhere in this filing,
the Company does not own or lease any tangible fixed property.
18
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Overview
The Company owns three modern double hull 151,459 dead weight
tonne Suezmax tankers (the Vessels), which were delivered in the
last half of 1997. The Vessels were built at Samsung Heavy
Industries Ltd. in South Korea.
Each Charter is subject to extension at the option of the
Charterer for up to seven successive one-year periods. During the
term of each Charter (including any extension thereof) the
Charterer is obligated to pay (i) the Base Rate, which is
charterhire at a fixed minimum daily rate of $13,500 per Vessel
per day (time charter equivalent of $22,000 per day), payable
quarterly in advance and (ii) Additional Hire, to the extent spot
charter rates exceed certain levels, payable quarterly in
arrears, from January 1998. The amount of Additional Hire for
each quarter, if any, will be determined by the Brokers Panel.
Results of Operations
The Company's revenues from charterhire for 2000 increased
147% over 1999 to $36,577,262 or $33,313 per day per vessel (T/C
equivalent of $41,813 per day per vessel). Charterhire revenue
for 2000 was derived from Base Hire of $14,823,000 ($13,500 per
day per Vessel) and Additional Hire of $21,754,262 ($19,813 per
day per vessel
Market rates which are used to determine additional hire
increased steadily in 2000 reaching an all time high in the
fourth quarter. The increase was driven by OPEC oil production
increases and a high profile oil spill in late 1999 creating
demand for stricter requirements on tankers. Additional hire by
quarter, as determined by the Brokers Panel was $1,113,458,
$3,194,315, $7,218,203 and $10,228,286 for the first through the
fourth quarters respectively. Charterhire (time charter
equivalent) in each quarter of 2000 was $26,079, $33,701, $48,153
and $59,059 per day per Vessel, respectively.
Comparatively, Base Hire in 1999 and 1998 was $14,782,500
($13,500 per day per Vessel) for both years. Additional Hire was
$0 in 1999 and $1,223,699 in 1998.
Operating costs for 2000, 1999 and 1998 were $558,759,
$596,285 and $597,560 respectively. The Company's operating costs
for all three years consisted of ship brokers commissions of
approximately $185,000 and management fees of $250,000 which are
fixed. The decrease in costs of $37,526 from 1999 to 2000 is
mainly due to lower insurance costs. Depreciation expense
approximated $6,831,040 for each of the three years.
19
Liquidity and Capital Resources
The Company's cash flows are primarily from charter hire
revenue.
Cash flows provided by operating activities approximately
doubled in 2000 to $24,264,864 due primarily to the increase in
charterhire revenue partially offset by an increase in accounts
receivable of $10,228,286. The increase in accounts receivable
was due to additional charter hire for 2000 which was determined
in January 2001.
Cash flows used in financing activities increased 89% to
$24,848,957 due to the increase in dividends paid during the
year. There were no cash flows from investing activities during
the year.
Dividend payment
Total dividends declared and paid out in 2000 was $24,848,957
or $2.56 per Share. The dividend payments in 1998, 1999 and 2000
have been as follows:
Period 1998 1999 2000
---------------------------------------
1st Quarter 0.40 0.32 0.34
2nd Quarter 0.41 0.32 0.45
3rd Quarter 0.32 0.35 0.67
4th Quarter 0.30 0.36 1.10
---------------------------------------
Total USD 1.43 1.35 2.56
---------------------------------------
The Company declared a dividend of $1.41 for the first
quarter of 2001. The dividend of $1.41 was paid to Shareholders
in February 2001.
Long-Term Debt and Repurchase of Common Stock
In 1998 the Company borrowed $30.0 million from Den norske
Bank ASA, Oslo, Norway (DnB) to finance the repurchase of
2,107,244 shares through a "Dutch Auction" self-tender offer at a
price of $12.50 per Share. The total purchase price of the Shares
including the costs associated with the transaction was $27.1
million. On May 12, 1999, the General Shareholders Meeting
approved the remaining proceeds being utilized to increase the
quarterly dividends.
An important objective of the repurchase of Shares was to
increase the Company's cash distribution to shareholders while
the Vessels are on charter to the Charterer. While the Vessels
20
are on charter, the minimum cash distribution per Share (assuming
receipt of Base Hire and no increase of expenses) has increased
by $0.15, from $1.20 to $1.35 per year, an increase of 12.5%.
The Company has entered into an interest swap agreement with
DnB, as a result of which the Company pays a fixed interest on
the Loan of 5.80% annually for the next 5 years. The swap
agreement terminates on the final repayment date of the Loan,
i.e., the fourth quarter of the year 2004.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
Pursuant to the Management Agreement, the Manager provides
management, administrative and advisory services to the Company
with respect to the Vessels.
Set forth below are the names and positions of the directors
and executive officers of the Company and the Manager. Directors
of the Company 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.
THE COMPANY
NAME AGE POSITION
Herbjorn Hansson 53 Director and President
Peter Bubenzer Secretary
Niels Erik Feilberg 39 Vice President and Treasurer
Tharald Brovig 58 Director
Hon. Sir David Gibbons 73 Director
George C. Lodge 73 Director
Axel Stove Lorentzen 48 Director
Andreas Ove Ugland 46 Director
21
THE MANAGER
NAME AGE POSITION
Tharald Brovig 58 Director
Niels Erik Feilberg 39 Chief Financial Officer
Herbjorn Hansson 53 Director; President and
Chief Executive Officer
Njal Hansson 58 Director
Ulf G. Ryder 49 Director
Christian Rytter Jr 45 Director
Andreas Ove Ugland 46 Director, Chairman
Johan Benad Ugland 47 Director
Certain biographical information with respect to each
director and executive officer of the Company and the Manager is
set forth below.
Herbjorn Hansson has been President and Chief Executive
Officer of the Company and of the Manager since July 1995 and
September 1993, respectively, and has served as a director of the
Manager since its organization in June 1989 and as a director of
the Company since July 1995. Mr. Hansson formerly served as the
Chairman of the Board of the Manager from June 1989 to September
1993. Mr. Hansson has been involved in various aspects of the
shipping industry and international finance since the early
1970s, including serving as Chief Economist of Intertanko, the
International Association of Independent Tanker Owners, from
1975-1980. He was an executive officer of the Anders
Jahre/Kosmos Group from 1980 to 1989, serving as Chief Financial
Officer from 1983 to 1988.
Peter Bubenzer has been the Secretary of the Company since
May 1999. Mr. Bubenzer has been a partner in the law firm of
Appleby, Spurling & Kempe, Bermuda, since 1986.
Niels Erik Feilberg has been Vice President and Treasurer of
the Company since July 1995 and is Chief Financial Officer of the
Manager, which he has been with since 1994. He was working in
the Treasury Department of Anders Jahre/Kosmos Group from 1987
and in the same area in the Skaugen Group from 1989 to the end of
1993.
Tharald Brovig has been a director of the Company since July
1995 and has been a director of the Manager since its
organization in June 1989.
Sir David Gibbons has been a director of the Company since
September 1995. Sir David served as the Prime Minister of
Bermuda from August 1977 to January 1982. Sir David has served
as Chairman of The Bank of N.T. Butterfield and Son Limited since
22
1986 and as Chief Executive Officer of Edmund Gibbons Ltd. since
1954.
George C. Lodge has been a director of the Company since
September 1995. Professor Lodge has been a member of the Harvard
Business School faculty since 1963. He was named associate
professor of business administration at Harvard in 1968 and
received tenure in 1972.
Axel Stove Lorentzen has been a director of the Company since
September 1995. Mr. Stove Lorentzen has also served as a
director and Chairman of the Manager since May 1991 and September
1993 to June 1996, respectively, a director and Chairman of
Lorentzen & Stemoco A/S since January 1981 and November 1994,
respectively, and as a director of Skipskredittforeningen AS from
March 1988 to May 1996. Mr. Stove Lorentzen formerly served as a
director of Grand Hotel A/S from May 1986 to October 1993 and a
director of Belships Company Ltd. Ships A/S from February 1984 to
June 1993.
Njal Hansson has been a director of the Manager since its
organization in June 1989. Mr. Hansson is a private investor and
owns the company Siv.ing, Njal Hansson A/S is a company engaged
in the importing and distribution of consumer electronics in
Norway. Mr. Hansson is the brother of Herbjorn Hansson.
Andreas Ove Ugland has been a director of the Company since
February 1997. Mr. Ugland has also served as director and
Chairman of: Ugland International Holding Plc, a
shipping/transport company listed on the London Stock Exchange,
Andreas Ugland & Sons AS, Grimstad, Norway, Hoegh Ugland
Autoliners AS, Oslo and Buld Associates Inc., Bermuda. Mr. Ugland
has had his whole career in shipping in the Ugland family owned
shipping group.
John Benad Ugland has been a director of the Manager since
May 1999. Mr. Ugland also serves as Chairman of JBO Holdings AS.
Ulf G. Ryder has been a Director of the Manager since June
1999. Mr. Ryder is Managing Director of Stena Bulk AB of
Gothenburg, Sweden.
Christian Rytter Jr has been a director of the Manager since
May 1996. Mr. Rytter is Managing Director of L.Giil-Johannessen
AS and is also Chairman of Seabulk a.s.
B. COMPENSATION
Pursuant to the Management Agreement, the Manager will pay
from the Management Fee the annual directors' fees of the
Company, currently estimated at an aggregate amount of $95,000
23
per annum. Hence from the inception of the Company through
December 31, 2000, the Directors of the Company have not been
paid by the Company for services rendered by them to the Company
in any capacity.
C. BOARD PRACTICES
The members of the Company's board of directors serves until
the next annual general meeting following his or her election to
the board. The members of the current board of directors were
elected at the annual general meeting held on May 3, 2001.
D. EMPLOYEES
The Company has not had any employees during the past three
fiscal years. Pursuant to a management agreement with the
Manager, the Manager provides management, administrative and
advisory services to the Company.
E. SHARE OWNERSHIP
The following table sets forth information regarding the
share ownership of the Company by its directors. All of the
shareholders, including the directors listed in this table, are
entitled to one vote for each share of common stock held.
Title Identity of Person No. of Shares % of Class
Common Herbjorn Hansson * Less than 1%
Peter Bubenzer * Less than 1%
Niels Erik Feilberg * Less than 1%
Tharald Brovig * Less than 1%
Hon. Sir David Gibbons * Less than 1%
George C. Lodge * Less than 1%
Axel Stove Lorentzen * Less than 1%
Andreas Ove Ugland * Less than 1%
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The following persons are beneficial owners of 5% or more of
the Company's outstanding common shares at April 30, 2001:
Name No. of Shares % of Shares
Ugland Nordic Shipping ASA 2,144,971 16.42%
As of April 26,2001, Teekay Shipping Corporation owned 97.8%
of the outstanding shares and votes of Ugland Nordic Shipping ASA
("UNS") after conducting a mandatory bid for all UNS shares under
the 1997 Norwegian Securities Trading Act. Teekay was required
24
to make a bid for all shares after it had acquired 56% of UNS on
March 6, 2.001.
B. RELATED PARTY TRANSACTIONS
The Manager owns 1,593,621 (16.42%) Shares in the Company as
of the date hereof and is party to the Management Agreement with
the Company, pursuant to which it is entitled to a management fee
of $250,000 per annum.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See Item 17
Legal Proceedings
The Company is not currently involved in any legal
proceedings that would have a significant effect on the Company's
financial position or profitability.
Dividend Policy
The Company's dividend policy is to pay dividends to the
holders of the Company's Shares in amounts substantially equal to
the amounts received by it under the Charters, less expenses. In
2000, a portion of these dividends was considered return of
capital for United States federal income tax purposes. In 2000,
the Company paid total dividends of $24,848,957 or $2.56 per
share.
ITEM 9. THE OFFER AND LISTING
A.4. MARKET PRICE INFORMATION
The following tables set forth the high and low prices for
the Shares for each year indicated below, for each quarter
indicated below and for the six months ended April 30, 2001:
25
AMEX AMEX OSE OSE
LOW HIGH LOW HIGH
For the year:
1997 $16 5/16 $19 3/8 NOK 110 NOK 130
1998 $10 5/8 $16 1/2 NOK 95 NOK 129
1999 $ 9 5/8 $12 1/2 NOK 94 NOK 95
2000 $10 1/8 $23 7/16 NOK 90 NOK 212
For the quarter ended:
March 31, 1999 $10 1/8 $11 5/8 NOK N/A NOK N/A
June 30, 1999 $10 7/8 $11 3/4 NOK N/A NOK N/A
September 30, 1999 $11 1/4 $12 3/4 NOK 95.00 NOK 95.00
December 31, 1999 $10 1/8 $12 NOK 94.00 NOK 95.00
March 31, 2000 $10 1/4 $12 3/4 NOK 90.00 NOK 100.00
June 30, 2000 $12 1/2 $17 NOK 95.00 NOK 130.00
September 30, 2000 $16 9/16 $22 5/8 NOK 140.00 NOK 212.00
December 31, 2000 $17 7/8 $23 1/4 NOK 170.00 NOK 210.00
March 31, 2001 $18.5 $21.41 NOK 164.00 NOK 179.00
For the months:
November, 2000 $16 3/4 $21 3/8 NOK 170 NOK 185
December, 2000 $17 9/16 $20 1/8 NOK 177 NOK 177
January, 2001 $17.25 $22.25 NOK 176 NOK 215
February, 2001 $16.90 $18.82 NOK 155 NOK 155
March, 2001 $18.50 $21.41 NOK 164 NOK 179
April, 2001 $19.90 $22.89 NOK 180 NOK 180
These bid quotations represent interdealer quotations,
without retail mark-ups, mark-downs or commissions, and do not
necessarily represent actual transactions.
On December 31, 2000, the closing price of the Shares as
quoted on the AMEX was $20.00 and as quoted on the OSE was NOK
177.00. On such date, there were 9,706,606 Shares issued and
outstanding.
C. MARKETS ON WHICH OUR SHARES TRADE
The primary trading market for the Shares is the American
Stock Exchange (the "AMEX"), on which the Shares are listed under
the symbol "NAT." The secondary trading market for the Shares is
the Oslo Stock Exchange (the "OSE") also with the symbol "NAT."
26
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not Applicable
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
The Company's Memorandum of Association provides that the
Company's objects are as set forth in paragraphs (b) through (n)
and (p) to (u), inclusive, of the Second Schedule to The
Companies Act 1981 of Bermuda. The Company's Bye-laws limits the
Company's business activities to:
(i) entering into, or becoming a party to the
Shipbuilding Contracts between the Company and the Builder
providing for the construction of the Vessels;
(ii) entering into, or becoming a party to the
Supervision Agreement between the Company and the Charterer for
the supervision of the construction of the Vessels;
(iii) entering into, or becoming a party to, the
Participation Agreement among the Company, the Manager, the
Charterer, British Petroleum, Rabobank and Silver Island and the
BP Letter Agreement among the Company, British Petroleum, the
Charterer, the Manager, Lazard Freres & Co. LLC which sets forth
certain continuing obligations of each of the parties thereto;
(iv) entering into, or becoming a party to the Original
Charters with the Charterer and subsequent Charters with any
subsequent charterer of the Vessels;
(v) entering into, or becoming a party to, the U.K.
Finance Leases between the Company and any U.K. financial
institution relating to the lease of the Vessels;
(vi) entering into, or becoming a party to, the
Underwriting Agreement relating to the public sale and offering
of the Company warrants by Lazard Freres & Co. LLC, the Warrant
Agreement relating to the exercise of the Company's warrants, the
Management Agreement, and the Registration Rights Agreement
between the Company and Silver Island;
(vii) entering into, or becoming a party to any
agreement and performing all acts necessary for the conduct of an
offering by the Company of the Warrants, and the listing of the
Common Shares on any stock exchange or their inclusion in any
securities market;
27
(viii) enforcing its rights and performing its
obligations in respect of any and all of the foregoing;
(ix) entering into agreements to charter, lease, sell or
otherwise dispose of a Vessel upon the termination of its
Original Charter;
(x) entering into, or becoming a party to, and taking
all actions including amending the Management Agreement and any
other Agreements to which the Company is a party and furnishing
such security over the Company's assets as may be necessary or
desirable in connection with the incurrence of debt for borrowed
money in the amount of up to US$30,000,000 to purchase its Common
Shares, and authorizing the Company to pay from the proceeds of
such debt and from its income any costs, fees and expenses in
connection with such incurrence, or refinancing or replacement
thereof, costs related to any current or future proposals
submitted by the Board of Directors to amend these Bye-Laws
including any related proxy solicitation and regulatory filings
and costs related to the purchase by the Company of its Common
Shares including the costs and fees related to the preparation
and conduct of a "Dutch Auction" self-tender offer; and
(xi) engaging in those activities, including the
entering into additional or supplementary agreements, documents
and instruments necessary, suitable or convenient to accomplish
the foregoing or incidental thereto or connected therewith.
The following sections of the Company's Registration
Statement on Form F-3 (Registration No. 333-7536), including
amendments thereto, filed with the Securities and Exchange
Commission on August 29, 1997, are hereby incorporated by
reference:
1. Dividend Policy (p.22); and
2. Description of Capital Stock (p.54).
C. MATERIAL CONTRACTS
The Company has not entered into any material contracts
outside the ordinary course of business during the past two
years.
D. EXCHANGE CONTROLS
There are currently no Bermudan laws or regulations that
restrict the import or export of capital or the remittance of
dividends or interest to non-resident holders of the Company's
securities.
28
E. TAXATION
The Company is incorporated in Bermuda. Under current
Bermuda law, the Company is not subject to tax on income or
capital gains, and no Bermuda withholding tax will be imposed
upon payments of dividends by the Company to its shareholders.
No Bermuda tax is imposed on holders with respect to the sale or
exchange of Shares. Furthermore, the Company has received from
the Minister of Finance of Bermuda under the Exempted
Undertakings Tax Protection Act 1966, as amended, an assurance
that, in the event that Bermuda enacts any legislation imposing
any tax computed on profits or income, including any dividend or
capital gains withholding tax, or computed on any capital asset,
appreciation, or any tax in the nature of an estate, duty or
inheritance tax, then the imposition of any such tax shall not be
applicable. The assurance further provides that such taxes, and
any tax in the nature of estate duty or inheritance tax, shall
not be applicable to the Company or any of its operations, nor to
the shares, debentures or other obligations of the Company, until
March 2016.
BP p.l.c, the successor company to the merger between Amoco
Corp and The British Petroleum Company p.l.c., files annual
reports on Form 20-F (File No. 005-42076) and periodic reports on
Form 6-K with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The Company is exposed to market risk from changes in
interest rates related to the variable rate of the Company's
long-term borrowings (the Loan).
The Company's borrowings under the Loan at December 31, 2000
of $30,000,000 bear interest at a variable rate which is reset
semi-annually based on the underlying London interbank offer rate
(LIBOR). Interest payments are made semi-annually, and the Loan
expires in September,2004. The fair value of the Loan at
December 31, 2000 is equal to its carrying amount at the same
date.
The Company has entered into an interest rate swap
transaction to hedge the interest rate variability on the Loan.
The swap has a notional amount equal to the outstanding principal
of the Loan and expires on the same date. At December 31, 2000,
the pay-fixed interest rate of the swap was 5.8% and the receive-
variable rate was 7%. Periodic cash settlements under the swap
agreement occur semi-annually on dates matching those of the
interest payments under the Loan. The swap had a positive fair
value of $618,094 at December 31, 2000 determined by calculating
29
the cost of entering into an interest rate swap to offset the
existing interest rate swap.
The Company has not entered into any financial instruments
for speculative or trading purposes.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not Applicable
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
Not Applicable
ITEM 14. MATERIAL MODIFICATIONS OT THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS
Not Applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
30
NORDIC AMERICAN TANKER SHIPPING LIMITED
TABLE OF CONTENTS.
_________________________________________________________________
Page
INDEPENDENT AUDITORS' REPORT F-1
FINANCIAL STATEMENTS
Balance Sheets F-2
Statements of Operations F-3
Statements of Cash Flows F-4
Notes to Financial Statements F-5
31
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of
Nordic American Tanker Shipping Ltd.
Bermuda
We have audited the accompanying balance sheets of Nordic
American Tanker Shipping Ltd as of December 31, 2000 and 1999,
and the related statements of income, stockholders' equity, and
cash flows for each of the three years in the period ended
December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with 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 financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of the Company as of
December 31, 2000 and 1999, and the results of its operations and
its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of
America.
Deloitte & Touche AS
Oslo, April 5, 2001
F-1
BALANCE SHEETS AT DECEMBER 31,
(all figures are in USD)
ASSETS
Current assets 2000 1999
----------- -----------
Cash and Cash Equivalents Note 1 1,922,925 2,507,017
Accounts receivable 10,228,286 0
Prepaid finance costs Note 6 57,915 72,395
Prepaid insurance 58,333 70,833
----------- -----------
Total current assets 12,267,459 2,650,245
----------- -----------
Long term assets
Vessels Note 4 148,575,045 155,406,085
----------- -----------
TOTAL ASSETS 160,842,504 158,056,330
=========== ===========
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities 2000 1999
----------- -----------
Accrued interest Note 6 43,500 77,333
----------- -----------
Long-term liabilities
Long-term Debt Note 6 30,000,000 30,000,000
----------- -----------
Shareholders Equity
Common Stock Note 7 97,066 97,066
Retained Earnings Note 7 (13,693,928) (16,513,935)
Additional Paid in Capital Note 7 144,395,866 144,395,866
----------- -----------
Total Shareholders Equity 130,799,004 127,978,997
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY 160,842,504 158,056,330
----------- -----------
F-2
The footnotes are an integral part of these financial statements
F-3
STATEMENTS OF OPERATIONS
(all figures in USD)
Year ended December 31,
----------- ---------------------------------------
Notes 2000 1999 1998
---------- ---------- ---------- ----------
Operating Revenue 1,3 36,577,262 14,782,500 16,006,199
Ship Broker Commissions (185,288) (184,781) (184,781)
Administrative Expenses 2,5 (373,291) (411,504) (412,779)
Depreciation 4 (6,831,040) (6,831,039) (6,831,039)
----------- ----------- -----------
Net Operating Income 29,187,643 7,355,176 8,577,600
---------- ---------- ----------
Interest Income 277,552 214,532 105,999
Interest Expense 6 (1,770,808) (1,767,449) (43,781)
Other Financial Charges (25,423) (27,583) (10,306)
----------- ----------- -----------
Net Financial Items (1,518,679) (1,580,500) 51,912
----------- ----------- -----------
Net Profit before tax 27,668,964 5,774,676 8,629,512
---------- ---------- ----------
Tax Expense 0 0 0
---------- ---------- ----------
Net Profit for the Year 27,668,964 5,774,676 8,629,512
---------- ---------- ----------
Basic and Diluted
Earnings per Share 2.85 0.59 0.73
Weighted Number of Shares
Outstanding 9,706,606 9,706,606 11,796,530
STATEMENTS OF CASH FLOW
(all figures in USD)
Year Ended December 31,
-------------------------------------
2000 1999 1998
---------- ---------- ----------
Net Profit 27,668,964 5,774,676 8,629,512
Reconciliation of Net Profit to Net
Cash from Operating Activities
Depreciation 6,831,040 6,831,039 6,831,039
Amortization of prepaid finance
costs 14,480 14,480 14,480
F-4
Increase (decrease)
in receivables and payables (10,249,629) (629,332) ( 2,696,642)
---------- ---------- ----------
Net Cash from Operating Activities 24,264,865 11,990,863 12,778,389
---------- ---------- ----------
Financing Activities
Additional Warrant Issue Cost 0 (17,686) (36,676)
Dividends paid (24,848,957) (13,103,918) (15,712,471)
Bank Loan 0 0 30,000,000
Repurchasing of Common Stock 0 0 (27,055,933)
------------ ------------ -----------
Net Cash from Financing Activities (24,848,957) (13,121,604) (12,805,080)
------------ ------------ -----------
Net (decrease) in Cash
and Cash Equivalents (584,092) (1,130,741) (26,691)
----------- ------------ -----------
Beginning Cash and Cash Equivalents 2,507,017 3,637,758 3,664,449
---------- ---------- ----------
Ending Cash and Cash Equivalents 1,922,925 2,507,017 3,637,758
---------- ---------- ----------
Cash Paid for Interest 1,804,641 1,767,449 0
---------- ---------- ----------
The footnotes are an integral part of these financial statements
F-5
NORDIC AMERICAN TANKER SHIPPING LIMITED
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These Financial Statements have been prepared in accordance
with accounting principles generally accepted in the United
States of America.
Nature of Business and Concentration of Risk: The principal
business of Nordic American Tanker Shipping Limited (the
"Company") is the charter of three Suezmax tankers to BP
Shipping until September 2004, with a further seven one-year
options in BP's favour.
Use of estimates: Preparation of financial statements in
accordance with accounting principles generally accepted in
the United States of America necessarily includes amounts
based on estimates and assumptions made by management. Actual
results could differ from those amounts.
Cash and Cash Equivalents: Cash and cash equivalents consist
of deposits with original maturities of three months or less.
Property and Equipment: Depreciation and amortization are
provided on a straight-line basis over the estimated useful
lives of the assets. The Company's property consists solely
of vessels. The estimated useful life of these vessels is 25
years.
Impairment of Long-Lived Assets: Long-lived assets are
required to be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. If the estimated
undiscounted future cash flows expected to result from the
use of the asset and its eventual disposition is less than
the carrying amount of the asset, the asset is deemed
impaired. The amount of the impairment is measured as the
difference between the carrying value and the fair value of
the asset.
Revenue Recognition: The daily charterhire rate payable under
each Charter is comprised of two components: (i) a fixed
minimum rate of charterhire of $13,500 per Vessel per day
(the "Base Rate"), paid quarterly in advance at the beginning
of the quarter, and (ii) additional charterhire (which will
be determined and paid quarterly in arrears and may equal
zero) which would equal the excess, if any, of a weighted
average of the daily time charter rates for two round-trip
trade routes traditionally served by Suezmax tankers (Bonny,
F-6
Nigeria to/from the Louisiana Offshore Oil Port, and Hound
Point, U.K. to/from Philadelphia, Pennsylvania (the
"Reference Ports")), over the sum of (A) an agreed amount of
$8,500 representing daily operating costs and (B) the Base
Rate ("Additional Hire"). The amount of Additional Hire, if
any, will be determined by the London Tanker Brokers Panel or
another panel of ship brokers mutually acceptable to the
Charterer and the Company.
Revenue from vessel charter is recognized on the basis of the
number of days in the fiscal period.
Segment Information: The Company has only one type of vessel
- oil tankers on bareboat charters. As a result, management,
including the chief operating decision makers, reviews
operating results solely by revenue per day and thus the
Company has determined that it operates under one reportable
segment.
Interest Rate Swap: The Company uses interest rate swap to
mitigate its exposure to interest rate fluctuations on
Company's long-term debt. Interest rate swap is classified as
a matched transaction. The differential to be paid or
received as interest rates change is accrued and recognized
as an adjustment to interest expense. The related amount
payable to, or receivable from the counterparty, is included
in accounts receivable or accrued liabilities.
New Pronouncements: In June 1998, the Financial Accounting
Standards Board (FASB) issued Statement No. 133, "Accounting
for Derivative Instruments and Hedging Activities" (SFAS
133). This standard incorporating the amendments from SFAS
138 requires derivative instruments to be recorded in the
balance sheet at their fair value. Changes in the fair value
are recorded to earnings for each period unless specific
hedge criteria are met. Changes in fair value for qualifying
cash flow-hedges are recorded in equity and are realized in
earnings in conjunction with the gain or loss on the hedged
item or transaction. Changes in the fair value of qualifying
hedges offset corresponding changes in the fair value of the
hedged item in the statement of operations. Adoption of these
new accounting standards as of January 1, 2001 will result in
a cumulative reduction in net profit and an increase in
liabilities of approximately $81,000.
2. RELATED PARTY TRANSACTION
The Company has entered into a management agreement with
Ugland Nordic Shipping ASA (UNS) under which UNS will provide
certain administrative, management and advisory services to
the Company for an amount of $250,000 per year. UNS is the
F-7
Commercial Manager of the Company, and owns as of December
31, 2000 18.8% of the shares.
Management fees expense was $250,000 for 2000, 1999 and 1998.
3. REVENUE
The table below illustrates the breakdown of the charter
hire for the years ended December 31, 2000, 1999 and 1998:
Period 2000 1999 1998
------------------------------------------------------------
Base Hire 14,823,000 14,782,500 14,782,500
Additional Hire 21,754,262 0 1,223,699
------------------------------------------------------------
Total 36,577,262 14,782,500 16,006,199
------------------------------------------------------------
4. VESSELS
Depreciation is calculated on a straight-line basis over the
estimated lifetime of 25 years. The basis for the
depreciation is the actual cost price of the vessels in 1997,
i.e. $170,775,970 in total for the three vessels.
5. ADMINISTRATIVE EXPENSES
2000 1999 1998
-------- -------- --------
Management fee, Ugland
Nordic Shipping ASA $250,000 $250,000 $250,000
Directors and officers
insurance $ 82,500 $ 97,500 $100,000
Other fees and expenses $ 40,791 $ 64,004 $ 62,779
-----------------------------------------------------------
Total administrative
expenses $373,291 $411,504 $412,779
-----------------------------------------------------------
6. LONG-TERM DEBT
In 1998, the Company entered into a loan agreement for $30
million with Den norske Bank, Oslo (DnB). The loan falls due
in full in September 2004. Interest is payable semi-annually
at a variable rate of LIBOR plus 0.525% margin, approximately
7% at December 31, 2000. Accrued interest at December 31,
2000 and 1999 was $43,500 and $77,333. The Company has
pledged the vessels as collateral. In association with the
loan the Company must meet certain financial covenants. The
main covenants are associated with change in ownership, new
F-8
contracts or change in existing contracts, minimum value
adjusted equity and minimum liquidity. The Company satisfied
the loan covenants at year end.
The Company pays an annual agency fee of $10,000 to DnB in
connection with the loan.
The Company has entered into an interest swap agreement with
DnB, enabling the Company to pay a fixed interest on the loan
of 5.80% annually for the next 5 years. The swap agreement
terminates on the final repayment date of the Loan, i.e. the
4th quarter of year 2004.
Prepaid finance costs
In connection with the loan in 1998, the Company paid $86,875
in an arrangement fee and commitment fee. The fees will be
amortized over the term of the Loan, i.e. with 1/6 every year
from January 1, 1999.
7. EQUITY
Retained
COMMON STOCK ADDITIONAL EARNINGS/
ISSUED PAID-IN RETAINED ADD. PAID-
SHARES AMOUNT CAPITAL EARNINGS IN CAPITAL
- --------------------------------------------------------------------------------------
BALANCE DECEMBER 31,1997 11,813,850 118,138 171,485,089 (2,101,734) 169,501,493
- --------------------------------------------------------------------------------------
Repurchase of
Common Stock (2,107,244) (21,072) (27,071,537) (27,092,609)
Net Profit (8,629,512) 8,629,512
Dividends paid (15,712,471) (15,712,471)
- --------------------------------------------------------------------------------------
BALANCE DECEMBER 31,1998 9,706,606 97,066 144,413,552 (9,184,693) 135,325,925
- --------------------------------------------------------------------------------------
Additional costs,
Repurchase of Shares (17,686) (17,686)
Net Profit 5,774,676 5,774,676
Dividends paid (13,103,918) (13,103,918)
- --------------------------------------------------------------------------------------
BALANCE DECEMBER 31,1999 9,706,606 97,066 144,395,552 (16,513,935) 127,978,997
- --------------------------------------------------------------------------------------
Net Profit 27,668,964 27,668,964
Dividends paid (24,848,957) (24,848,957)
- --------------------------------------------------------------------------------------
BALANCE DECEMBER 31,2000 9,706,606 97,066 144,395,866 (13,693,928) 130,799,004
- --------------------------------------------------------------------------------------
F-9
Par value of the common shares is $.01. At December 31, 2000 and 1999 the
number of shares authorized, issued and outstanding was 9,706,606.
The table below illustrates the historical development of the
Dividend per Common Share.
Period 1998 1999 2000
- --------------------------------------------
1st Quarter 0.40 0.32 0.34
2nd Quarter 0.41 0.32 0.45
3rd Quarter 0.32 0.35 0.67
4th Quarter 0.30 0.36 1.10
- --------------------------------------------
Total USD 01.43 1.35 2.56
- --------------------------------------------
In September 1995, the Company offered and sold to the public
11,731,613 warrants ("Warrants") at the initial public
offering price of $5.00 per Warrant. The exercise price of a
Warrant was $10.21. Prior to September 30, 1997 (the
"Exercise Date"), the Company did not have any operations
other than certain limited operations related to the
acquisition of the Vessels, of which all three were delivered
in the last half of 1997.
On September 30, 1997, all of the outstanding Warrants of the
Company were exercised at an exercise price of $10.21 per
Warrant. The Company received a total of $119,779,768.73 by
issuing a total of 11,731,613 new Common Shares (the
"Shares"). At that time there was a total of 11,813,850
Shares in issue. Expenses in the total amount of
approximately $337,000 related to the exercise of the
Warrants were deducted from the proceeds of the exercise.
On November 30, 1998, the Company's shareholders approved a
proposal to allow the Company to borrow money for the
purpose of repurchasing its Shares. On December 28, 1998,
the Company purchased 2,107,244 Shares through a "Dutch
Auction" self-tender offer at a price of $12.50 per Share.
In addition, the Company paid $715,000 in transaction costs.
The repurchased shares were retired.
F-10
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
Estimated fair values and carrying amounts of financial
instruments are as follows:
December 31, 2000 December 31, 1999
Carrying Fair Carrying Fair
Amount Value Amount Value
- ----------------------------------------------------------------
Long-term Debt 30,000,000 30,000,000 30,000,000 30,000,000
Interest rate Swap - 618,094 - 1,689,105
- ----------------------------------------------------------------
The Company's principal financial instruments, other than
derivatives, comprise cash and cash equivalents, short-term
assets and liabilities, and the bank loan. The Company also
entered into an interest swap agreement to manage interest
rate risk. The Company does not hold financial instruments
for trading purposes.
The fair value of long-term debt was determined based on
borrowing rates currently available for debt with similar
terms. The fair value of interest rate swaps is based on the
amount the Company would pay or receive to terminate the
swaps. The carrying amounts of all other financial
instruments reported in the financial statements approximate
their fair value.
The Company is exposed to credit risk associated with the
interest rate swap. However, as the counterparty is the
creditor on the long-term debt and an institution with high
credit quality, management believes the risk of default is
remote.
9. CONCENTRATIONS
The Company's charter revenues and accounts receivable are
derived entirely from bareboat charters with one
counterparty, BP Shipping Ltd.
10. COMMITMENTS AND CONTINGENCIES
The Company is subject to claims and litigation in the normal
course of business. In the view of the management, there were
no such matters that would have a material adverse effect on
future earnings or financial position.
F-11
ITEM 19. EXHIBITS
1.0* Memorandum of Association and By-Laws of Nordic American
Tanker Shipping Limited, incorporated by reference to
Exhibits 3.1 and 3.2 in the Registration Statement of
Nordic American Tanker Shipping Limited filed August 28,
1995 on Form F-3, Registration No. 33-96268 (the
"Registration Statement").
4.1* Form of Bareboat Charter between Nordic American Tanker
Shipping Limited and BP Shipping Ltd, incorporated by
reference to Exhibit 10.3 in the Registration Statement
filed on Form F-3, Registration No. 33-96268.
4.2* Form of Management Agreement between Nordic American
Tanker Shipping Limited and Ugland Nordic Shipping AS
incorporated by reference to Exhibit 10.8 in the
Registration Statement on Form F-3, Registration No. 33-
96268.
________________________
* Incorporated herein by reference.
F-12
SIGNATURES
The registrant hereby certifies that it meets all
of the requirements for filing on Form 20-F and that it has duly
caused and authorized the undersigned to sing this annual report
on its behalf.
NORDIC AMERICAN TANKER SHIPPING
LIMITED
By: /s/ Herbjorn Hansson
-------------------------------
Name: Herbjorn Hansson
Title: President
DATED: June 29, 2001
01318002.AZ3