☐
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
NORDIC AMERICAN TANKERS LIMITED
|
||
(Exact name of Registrant as specified in its charter)
|
||
(Translation of Registrant's name into English)
|
||
BERMUDA
|
||
(Jurisdiction of incorporation or organization)
|
||
LOM Building
|
||
27 Reid Street
|
||
Hamilton HM 11
|
||
Bermuda
|
||
(Address of principal executive offices)
|
||
Herbjørn Hansson, Chairman, President, and Chief Executive Officer,
Tel No. 1 (441) 292-7202,
LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda
|
||
(Name, Telephone, E-mail and/or Facsimile number and
Address of Company Contact Person)
|
||
Securities registered or to be registered pursuant to Section 12(b) of the Act:
|
||
Common Stock, $0.01 par value
|
||
Series A Participating Preferred Stock
|
||
Title of class
|
||
New York Stock Exchange
|
||
Name of exchange on which registered
|
☐ Yes
|
☒ No
|
☐ Yes
|
☒ No
|
☒ Yes
|
☐ No
|
☒ Yes
|
☐ No
|
Large accelerated filer ☒
|
Accelerated filer ☐
|
Non-accelerated filer
(Do not check if a smaller
reporting company) ☐
|
☒
|
U.S. GAAP
|
☐
|
International Financial Reporting Standards as issued by the International Accounting Standards Board
|
☐
|
Other
|
☐
|
Item 17
|
☐
|
Item 18
|
☐ Yes
|
☒ No
|
PART I
|
1
|
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|
1
|
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
|
1
|
ITEM 3. KEY INFORMATION
|
1
|
A. Selected Financial Data
|
1
|
B. Capitalization and Indebtedness
|
2
|
C. Reasons for the offer and use of Proceeds
|
2
|
D. Risk Factors
|
2
|
ITEM 4. INFORMATION ON THE COMPANY
|
16
|
A. History and Development of the Company
|
16
|
B. Business Overview
|
18
|
C. Organizational Structure
|
31
|
D. Property, Plants and Equipment
|
31
|
ITEM 4A. UNRESOLVED STAFF COMMENTS
|
32
|
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|
33
|
A. Operating Results
|
33
|
B. Liquidity and Capital Resources
|
37
|
C. Research and Development, Patents and Licenses, Etc.
|
39
|
D. Trend Information
|
39
|
E. Off Balance Sheet Arrangements
|
39
|
F. Tabular Disclosure of Contractual Obligations
|
39
|
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|
44
|
A. Directors and Senior Management
|
44
|
B. Compensation
|
47
|
C. Board Practices
|
48
|
D. Employees
|
48
|
E. Share Ownership
|
49
|
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|
50
|
A. Major Shareholders
|
50
|
B. Related Party Transactions
|
50
|
C. Interests of Experts and Counsel
|
53
|
ITEM 8. FINANCIAL INFORMATION
|
53
|
A. Consolidated Statements and other Financial Information
|
53
|
B. Significant Changes
|
53
|
ITEM 9.THE OFFER AND LISTING
|
54
|
ITEM 10. ADDITIONAL INFORMATION
|
55
|
A. Share Capital
|
55
|
B. Memorandum and Articles of Association
|
55
|
C. Material Contracts
|
57
|
D. Exchange Controls
|
58
|
E. Taxation
|
59
|
F. Dividends and Paying Agents
|
66
|
G. Statement by Experts
|
67
|
H. Documents on Display
|
67
|
I. Subsidiary Information
|
67
|
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
67
|
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|
68
|
PART III
|
69
|
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|
69
|
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|
69
|
ITEM 15. CONTROLS AND PROCEDURES
|
69
|
A. Disclosure Controls and Procedures.
|
69
|
B. Management's annual report on internal control over financial reporting.
|
69
|
C. Attestation report of the registered public accounting firm.
|
69
|
D. Changes in internal control over financial reporting.
|
70
|
ITEM 16. RESERVED
|
70
|
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
|
70
|
ITEM 16B. CODE OF ETHICS
|
70
|
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
70
|
A. Audit Fees
|
70
|
B. Audit-Related Fees
|
70
|
C. Tax Fees
|
71
|
D. All Other Fees
|
71
|
E. Audit Committee's Pre-Approval Policies and Procedures
|
71
|
F. Not applicable.
|
71
|
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|
71
|
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PERSONS.
|
71
|
ITEM 16F. CHANGE IN REGISTRANT`S CERTIFYING ACCOUNTANT.
|
71
|
ITEM 16G. CORPORATE GOVERNANCE
|
71
|
ITEM 16H. MINE SAFETY DISCLOSURE
|
72
|
ITEM 17. FINANCIAL STATEMENTS
|
72
|
ITEM 18. FINANCIAL STATEMENTS
|
72
|
ITEM 19. EXHIBITS
|
72
|
SELECTED CONSOLIDATED
FINANCIAL DATA |
Year ended December 31,
|
|||||||||||||||||||
All figures in thousands of USD except share data
|
2014
|
2013
|
2012
|
2011
|
2010
|
|||||||||||||||
Voyage revenues
|
351,049
|
243,657
|
130,682
|
94,787
|
126,416
|
|||||||||||||||
Voyage expenses
|
(199,430
|
)
|
(173,410
|
)
|
(38,670
|
)
|
(14,921
|
)
|
-
|
|||||||||||
Vessel operating expense –
excl. depreciation expense presented below
|
(62,500
|
)
|
(64,924
|
)
|
(63,965
|
)
|
(54,859
|
)
|
(47,113
|
)
|
||||||||||
General and administrative expenses
|
(14,863
|
)
|
(19,555
|
)
|
(14,700
|
)
|
(15,394
|
)
|
(15,980
|
)
|
||||||||||
Depreciation
|
(80,531
|
)
|
(74,375
|
)
|
(69,219
|
)
|
(64,626
|
)
|
(62,545
|
)
|
||||||||||
Impairment Loss on Vessel
|
-
|
-
|
(12,030
|
)
|
-
|
-
|
||||||||||||||
Loss on Contract
|
-
|
(5,000
|
)
|
-
|
(16,200
|
)
|
-
|
|||||||||||||
Fees for provided services
|
1,500
|
-
|
-
|
-
|
-
|
|||||||||||||||
Net operating (loss) income
|
(4,775
|
)
|
(93,608
|
)
|
(67,902
|
)
|
(71,213
|
)
|
778
|
|||||||||||
Interest income
|
181
|
146
|
357
|
1,187
|
632
|
|||||||||||||||
Interest expense
|
(12,244
|
)
|
(11,518
|
)
|
(5,854
|
)
|
(2,130
|
)
|
(1,971
|
)
|
||||||||||
Other financial income (expense)
|
4,030
|
(437
|
)
|
(207
|
)
|
(142
|
)
|
(248
|
)
|
|||||||||||
Total other expenses
|
(8,033
|
)
|
(11,809
|
)
|
(5,290
|
)
|
(1,085
|
)
|
(1,587
|
)
|
||||||||||
Net (loss) income
|
(12,808
|
)
|
(105,417
|
)
|
(73,192
|
)
|
(72,298
|
)
|
(809
|
)
|
||||||||||
|
||||||||||||||||||||
Basic (loss) earnings per share
|
(0.15
|
)
|
(1.64
|
)
|
(1.39
|
)
|
(1.53
|
)
|
(0.02
|
)
|
||||||||||
Diluted (loss) earnings per share
|
(0.15
|
)
|
(1.64
|
)
|
(1.39
|
)
|
(1.53
|
)
|
(0.02
|
)
|
||||||||||
Cash dividends declared per share
|
0.63
|
0.64
|
1.20
|
1.15
|
1.70
|
|||||||||||||||
Basic weighted average shares outstanding
|
85,401,179
|
64,101,923
|
52,547,623
|
47,159,402
|
46,551,564
|
|||||||||||||||
Diluted weighted average shares outstanding
|
85,401,179
|
64,101,923
|
52,547,623
|
47,159,402
|
46,551,564
|
|||||||||||||||
Market price per common share as of December 31,
|
10.07
|
9.70
|
8.75
|
11.99
|
26.02
|
|||||||||||||||
|
||||||||||||||||||||
Other financial data:
|
||||||||||||||||||||
Net cash (Used in) provided by operating activities
|
57,479
|
(47,265
|
)
|
(567
|
)
|
(12,163
|
)
|
57,752
|
||||||||||||
Cash Dividends paid
|
54,069
|
41,756
|
63,497
|
54,273
|
78,728
|
|||||||||||||||
Selected Balance Sheet Data (at period end):
|
||||||||||||||||||||
Cash and cash equivalents
|
100,736
|
65,675
|
55,511
|
24,006
|
17,221
|
|||||||||||||||
Total assets
|
1,169,024
|
1,136,437
|
1,085,624
|
1,125,385
|
1,083,083
|
|||||||||||||||
Total long-term debt
|
250,000
|
250,000
|
250,000
|
230,000
|
75,000
|
|||||||||||||||
Common stock
|
892
|
754
|
529
|
473
|
469
|
|||||||||||||||
Total shareholders' equity
|
882,075
|
854,984
|
809,383
|
867,563
|
992,955
|
● | demand for oil and oil products, |
● | supply of oil and oil products, |
● | regional availability of refining capacity, |
● | regional imbalances in production/demand, |
● | global and regional economic and political conditions, including developments in international trade and fluctuations in industrial and agricultural production, |
● | changes in seaborne and other transportation patterns, including changes in the distances over which oil and oil products are transported by sea, |
● | weather and acts of God and natural disasters, including hurricanes and typhoons, |
● | environmental and other legal and regulatory developments, |
● | currency exchange rates, |
● | competition from alternative sources of energy and from other shipping companies and other modes of transportation, and |
● | international sanctions, embargoes, import and export restrictions, nationalizations, piracy and wars. |
● | current and expected purchase orders for tankers, |
● | the number of tanker newbuilding deliveries, |
● | the scrapping rate of older tankers, |
● | conversion of tankers to other uses or conversion of other vessels to tankers, |
● | the price of steel and vessel equipment, |
● | technological advances in tanker design and capacity, |
● | tanker freight rates, which are affected by factors that may affect the rate of newbuilding, scrapping and laying up of tankers, |
● | the number of tankers that are out of service, and |
● | changes in environmental and other regulations that may limit the useful lives of tankers. |
● | increased crude oil production from other areas; |
● | increased refining capacity in the Arabian Gulf or West Africa; |
● | increased use of existing and future crude oil pipelines in the Arabian Gulf or West Africa; |
● | a decision by Arabian Gulf or West African oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production; |
● | armed conflict in the Arabian Gulf and West Africa and political or other factors; and |
● | the development, availability and relative costs of nuclear power, natural gas, coal and other alternative sources of energy. |
● | identify suitable tankers and/or shipping companies for acquisitions at attractive prices, which may not be possible if asset prices rise too quickly, |
● | manage relationships with customers and suppliers, |
● | identify businesses engaged in managing, operating or owning tankers for acquisitions or joint ventures, |
● | integrate any acquired tankers or businesses successfully with our then-existing operations, |
● | hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet, |
● | identify additional new markets, |
● | improve our operating, financial and accounting systems and controls, and |
● | obtain required financing for our existing and new operations. |
● | seeking to raise additional capital, |
● | refinancing or restructuring our debt, |
● | selling tankers or other assets, or |
● | reducing or delaying capital investments. |
● | pay dividends and make capital expenditures if we do not repay amounts drawn under the 2012 Credit Facility or if we are otherwise in default under the 2012 Credit Facility, |
● | create or allow to subsist any security interest over any of our vessels, |
● | change the flag, class or management of our vessels or terminate or materially amend the management agreement relating to each vessel, |
● | sell our vessels, |
● | merge or consolidate with, or transfer all or substantially all of our assets to another person, or |
● | enter into a new line of business. |
Vessel
|
Yard
|
Built
|
Deadweight Tons
|
Delivery Date
|
Nordic Harrier
|
Samsung (1)
|
1997
|
151,459
|
August 1997
|
Nordic Hawk
|
Samsung
|
1997
|
151,475
|
October 1997
|
Nordic Hunter
|
Samsung
|
1997
|
151,401
|
December 1997
|
Nordic Voyager
|
Dalian (1)
|
1997
|
149,591
|
November 2004
|
Nordic Fighter
|
Hyundai (1)
|
1998
|
153,328
|
March 2005
|
Nordic Freedom
|
Daewoo(1)
|
2005
|
159,331
|
March 2005
|
Nordic Discovery
|
Hyundai
|
1998
|
153,328
|
August 2005
|
Nordic Saturn
|
Daewoo
|
1998
|
157,331
|
November 2005
|
Nordic Jupiter
|
Daewoo
|
1998
|
157,411
|
April 2006
|
Nordic Moon
|
Samsung
|
2002
|
160,305
|
November 2006
|
Nordic Apollo
|
Samsung
|
2003
|
159,998
|
November 2006
|
Nordic Cosmos
|
Samsung
|
2003
|
159,999
|
December 2006
|
Nordic Sprite
|
Samsung
|
1999
|
147,188
|
February 2009
|
Nordic Grace
|
Hyundai
|
2002
|
149,921
|
July 2009
|
Nordic Mistral
|
Hyundai
|
2002
|
164,236
|
November 2009
|
Nordic Passat
|
Hyundai
|
2002
|
164,274
|
March 2010
|
Nordic Vega
|
Bohai(1)
|
2010
|
163,940
|
December 2010
|
Nordic Breeze
|
Samsung
|
2011
|
158,597
|
August 2011
|
Nordic Aurora
|
Samsung
|
1999
|
147,262
|
September 2011
|
Nordic Zenith
|
Samsung
|
2011
|
158,645
|
November 2011
|
Nordic Sprinter
|
Hyundai
|
2005
|
159,089
|
July 2014
|
Nordic Sprinter
|
Hyundai
|
2005
|
159,089
|
August 2014
|
Newbuilding(2)
|
Sungdong
|
2016
|
August 2016(3)
|
|
Newbuilding(2)
|
Sungdong
|
2017
|
January 2017(3)
|
● | all costs and expenses incurred on our behalf, including operating expenses and other costs for vessels that are chartered out on time charters or traded in the spot market and for monitoring the condition of our vessel that is operating under bareboat charter, |
● | executive officer and staff salaries, |
● | administrative expenses, including, among others, for third party public relations, insurance, franchise fees and registrars' fees, |
● | all premiums for insurance of any nature, including directors' and officers' liability insurance and general liability insurance, |
● | brokerage commissions payable by us on the gross charter hire received in connection with the charters, |
● | audit fees, |
● | other expenses approved by the Board of the Directors and |
● | attorneys' fees and expenses, incurred on our behalf in connection with (a) any litigation commenced by or against us or (b) any claim or investigation by any governmental, regulatory or self-regulatory authority involving us. |
● | injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; |
● | injury to, or economic losses resulting from, the destruction of real and personal property; |
● | net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; |
● | loss of subsistence use of natural resources that are injured, destroyed or lost; |
● | lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and |
● | net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources. |
● | on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status; |
● | on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; |
● | the development of vessel security plans; |
● | ship identification number to be permanently marked on a vessel's hull; |
● | a continuous synopsis record kept onboard showing a vessel's history, including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and |
● | compliance with flag state security certification requirements. |
Year Ended December 31,
|
||||||||||||
All figures in USD '000
|
2014
|
2013
|
Variance
|
|||||||||
Voyage Revenue
|
351,049
|
243,657
|
44.1
|
%
|
||||||||
Voyage Expenses
|
(199,430
|
)
|
(173,410
|
)
|
15.0
|
%
|
||||||
Vessel Operating Expenses
|
(62,500
|
)
|
(64,924
|
)
|
(3.7
|
%)
|
||||||
General and Administrative Expenses
|
(14,863
|
)
|
(19,555
|
)
|
8.3
|
%
|
||||||
Depreciation Expenses
|
(80,531
|
)
|
(74,375
|
)
|
(24.0
|
%)
|
||||||
Loss on Contract
|
-
|
(5,000
|
)
|
-
|
||||||||
Fees for services provided
|
1,500
|
-
|
||||||||||
Net Operating (Loss)
|
(4,775
|
)
|
(93,608
|
)
|
(94.9
|
%)
|
||||||
Interest Income
|
181
|
146
|
24.0
|
%
|
||||||||
Interest Expenses
|
(12,244
|
)
|
(11,518
|
)
|
6.3
|
%
|
||||||
Other Financial Income (Expenses)
|
2,365
|
(477
|
)
|
-
|
||||||||
Equity Income
|
1,665
|
40
|
- | |||||||||
Net (Loss)
|
(12,808
|
)
|
(105,417
|
)
|
(87.9
|
%)
|
Reconciliation of net voyage revenues to voyage revenues
|
Year Ended December 31,
|
|||||||||||
All figures in USD '000, except TCE rate per day
|
2014
|
2013
|
Variance
|
|||||||||
Voyage Revenue – gross freight
|
351,049
|
243,657
|
44.1
|
%
|
||||||||
Less Voyage expenses – gross
|
(199,430
|
)
|
(173,410
|
)
|
15.0
|
%
|
||||||
Net Voyage Revenue
|
151,619
|
70,246
|
115.8
|
%
|
||||||||
Vessel Calendar Days (1)
|
7,619
|
7,300
|
4.4
|
%
|
||||||||
Less off-hire days
|
229
|
971
|
(76.4
|
%)
|
||||||||
Total TCE days
|
7,390
|
6,329
|
16.8
|
%
|
||||||||
TCE Rate per day (2)
|
$
|
20,517
|
$
|
11,099
|
84.8
|
%
|
||||||
Total Days – vessel operating expenses
|
7,619
|
7,300
|
4.4
|
%
|
(1)
|
Vessel Calendar Days is the total number of days the vessels were in our fleet.
|
(2)
|
Time Charter Equivalent, ("TCE"), results from Net Voyage Revenue divided by Total TCE days.
|
i) | The number of TCE days |
ii) | The change in the TCE rate achieved. |
Year Ended December 31,
|
||||||||||||
All figures in USD '000
|
2013
|
2012
|
Variance
|
|||||||||
Voyage Revenue
|
243,657
|
130,682
|
86.5
|
%
|
||||||||
Voyage Expenses
|
(173,410
|
)
|
(38,670
|
)
|
(348.4
|
%)
|
||||||
Vessel Operating Expenses
|
(64,924
|
)
|
(63,965
|
)
|
(1.5
|
%)
|
||||||
General and Administrative Expenses
|
(19,555
|
)
|
(14,700
|
)
|
(33.0
|
%)
|
||||||
Depreciation Expenses
|
(74,375
|
)
|
(69,219
|
)
|
(7.4
|
%)
|
||||||
Impairment of Vessel
|
-
|
(12,030
|
)
|
-
|
||||||||
Loss on Contract
|
(5,000
|
)
|
-
|
-
|
||||||||
Net Operating (Loss) Income
|
(93,608
|
)
|
(67,902
|
)
|
37.9
|
%
|
||||||
Interest Income
|
146
|
357
|
(59.3
|
%)
|
||||||||
Interest Expenses
|
(11,518
|
)
|
(5,854
|
)
|
(96.8
|
%)
|
||||||
Other Financial Income (Expenses)
|
(437
|
)
|
207
|
(311.2
|
%)
|
|||||||
Net (Loss) Income
|
(105,417
|
)
|
(73,192
|
)
|
(44.0
|
%)
|
Year Ended December 31,
|
||||||||||||
All figures in USD '000, except TCE rate per day
|
2013
|
2012
|
Variance
|
|||||||||
Voyage Revenue – net pool earings
|
-
|
77,287
|
-
|
|||||||||
Voyage Revenue – gross freight
|
243,657
|
53,395
|
-
|
|||||||||
Total Voyage Revenue
|
243,657
|
130,682
|
-
|
|||||||||
Less Voyage expenses - gross
|
(173,410
|
)
|
(38,670
|
)
|
-
|
|||||||
Net Voyage Revenue
|
70,246
|
92,012
|
(23
|
%)
|
||||||||
Vessel Calendar Days (1)
|
7,300
|
7,320
|
(0.3
|
%)
|
||||||||
Less off-hire days
|
971
|
555
|
75
|
%
|
||||||||
Total TCE days
|
6,329
|
6,765
|
(6.4
|
%)
|
||||||||
TCE Rate per day (2)
|
$
|
11,099
|
$
|
13,601
|
(18.4
|
%)
|
||||||
Total Days – vessel operating expenses
|
7,300
|
7,320
|
(0.3
|
%)
|
(1)
|
Vessel Calendar Days is the total number of days the vessels were in our fleet.
|
(2)
|
Time Charter Equivalent, ("TCE"), results from Net Voyage Revenue divided by Total TCE days.
|
i) | Changes in the type of vessel employment |
ii) | Whether the employment was accounted for on a net or gross basis |
iii) | The number of TCE days |
iv) | The change in the TCE rate achieved. |
Contractual Obligations
|
Total
|
Less than 1 year
|
1-3
years
|
3-5 years
|
More than 5 years
|
|||||||||||||||
2012 Credit Facility (1)
|
250,000
|
-
|
250,000
|
-
|
-
|
|||||||||||||||
Interest Payments (2)
|
22,548
|
7,958
|
14,590
|
-
|
-
|
|||||||||||||||
Commitment Fees (3)
|
6,018
|
2,124
|
3,894
|
-
|
-
|
|||||||||||||||
Deferred Compensation Agreement (4)
|
12,475
|
-
|
-
|
-
|
12,475
|
|||||||||||||||
Newbuilds (5)
|
128,000
|
-
|
128,000
|
-
|
-
|
|||||||||||||||
Total
|
419,041
|
10,082
|
396,484
|
-
|
12,475
|
Notes:
|
|
(1)
|
Refers to obligation to repay indebtedness outstanding as of December 31, 2014.
|
(2)
|
Refers to estimated interest payments over the term of the indebtedness outstanding as of December 31, 2014. Estimate based on applicable interest rate and drawn amount as of December 31, 2014.
|
(3)
|
Refers to estimated commitment fees over the term of the indebtedness outstanding as of December 31, 2014. Estimate based on applicable commitment fee and drawn amount as of December 31, 2014.
|
(4)
|
Refers to estimated deferred compensation agreements payable to the Company's CEO and CFO as of December 31, 2014.
|
(5)
|
Refers to obligation to pay for two newbuilding contracts for vessels to be delivered.
|
● | Declines in prevailing market charter rates; |
● | Changes in behaviors and attitudes of our charterers towards actual and preferred technical, operational and environmental standards; and |
● | Changes in regulations over the requirements for the technical and environmental capabilities of our vessels. |
Rates used (1)
|
Break even rate (2)
|
Actual Rates (3)
|
||||
($ per day)
|
First year
|
Second year
|
Thereafter
|
2014
|
2014
|
2010-2014
|
NAT fleet
|
39,478
|
20,926
|
30,049
|
23,916
|
20,517
|
16,329
|
1. | We use an average estimated day rate provided by Marex Spectron for the first and second year, and the average 15 year Suezmax Earnings Trend from Clarkson for the years thereafter. Both are adjusted for average achieved TCE rate for NAT. |
2. | The break even rate is the lowest rate used instead of the rates described in (1) which would result in the undiscounted cash flow not recovering the book value. |
3. | Actual rates are the trailing average day rate achieved by NAT for 2014 and the five year period 2009-2014. |
Vessel
|
Built
|
Deadweight Tons
|
Delivered to NAT
|
Carrying Value
$ millions
|
||||||||||
Nordic Harrier*
|
1997
|
151,459
|
August 1997
|
25.7
|
||||||||||
Nordic Hawk *
|
1997
|
151,475
|
October 1997
|
26.8
|
||||||||||
Nordic Hunter*
|
1997
|
151,401
|
December 1997
|
25.1
|
||||||||||
Nordic Voyager*
|
1997
|
149,591
|
November 2004
|
23.0
|
||||||||||
Nordic Freedom*
|
2005
|
159,331
|
March 2005
|
51.6
|
||||||||||
Nordic Fighter*
|
1998
|
153,328
|
March 2005
|
35.3
|
||||||||||
Nordic Discovery*
|
1998
|
153,328
|
August 2005
|
38.3
|
||||||||||
Nordic Saturn*
|
1998
|
157,331
|
November 2005
|
37.3
|
||||||||||
Nordic Jupiter*
|
1998
|
157,411
|
April 2006
|
38.8
|
||||||||||
Nordic Apollo*
|
2003
|
159,998
|
November 2006
|
54.5
|
||||||||||
Nordic Moon*
|
2002
|
160,305
|
November 2006
|
53.0
|
||||||||||
Nordic Cosmos*
|
2003
|
159,999
|
December 2006
|
55.0
|
||||||||||
Nordic Sprite*
|
1999
|
147,188
|
February 2009
|
37.4
|
||||||||||
Nordic Grace*
|
2002
|
149,921
|
July 2009
|
42.0
|
||||||||||
Nordic Mistral*
|
2002
|
164,236
|
November 2009
|
39.1
|
||||||||||
Nordic Passat*
|
2002
|
164,274
|
March 2010
|
40.4
|
||||||||||
Nordic Vega*
|
2010
|
163,940
|
December 2010
|
76.7
|
||||||||||
Nordic Breeze
|
2011
|
158,597
|
August 2011
|
59.0
|
||||||||||
Nordic Aurora*
|
1999
|
147,262
|
September 2011
|
20.2
|
||||||||||
Nordic Zenith
|
2011
|
158,645
|
November 2011
|
59.5
|
||||||||||
Nordic Sprinter
|
2005
|
159,089
|
July 2014
|
35.5
|
||||||||||
Nordic Skier
|
2005
|
159,089
|
August 2014
|
35.4
|
Name
|
Age
|
Position
|
Herbjørn Hansson
|
67
|
Chairman, Chief Executive Officer, President and Director
|
Andreas Ove Ugland
|
60
|
Vice Chairman, Director and Audit Committee Chairman
|
Jan Erik Langangen
|
64
|
Director
|
James Gibbons
|
50
|
Director
|
Richard H. K. Vietor
|
69
|
Director
|
Jim Kelly
|
61
|
Director and Audit Committee Member
|
Turid M. Sørensen
|
54
|
Chief Financial Officer & EVP
|
Name
|
Age
|
Position
|
Herbjørn Hansson
|
67
|
Chairman and Chief Executive Officer
|
Frithjof Bettum
|
53
|
Senior Vice President Technical Operations
|
Paal Stenberg
|
43
|
Vice President – Technical Operations and Vetting
|
Jan Halvard Aas Møller
|
30
|
Financial Manager
|
John G. Bernander
|
57
|
Advisor *
|
Title
|
Identity of Person
|
No. of Shares |
Percent of Class (1) |
Common | High Seas AS (Hansson family) | 3,870,695 | 4.3% |
Jim Kelly
|
*
|
||
Richard Vietor
|
*
|
||
Andreas Ove Ugland
|
*
|
||
Jan Erik Langangen
|
*
|
||
Turid M. Sorensen
|
*
|
Period
|
2014
|
2013
|
2012
|
2011
|
2010
|
|||||||||||||||
1st Quarter
|
$
|
0.12
|
$
|
0.16
|
$
|
0.30
|
$
|
0.25
|
$
|
0.25
|
||||||||||
2nd Quarter
|
0.23
|
0.16
|
0.30
|
0.30
|
0.60
|
|||||||||||||||
3rd Quarter
|
0.28*
|
0.16
|
0.30
|
0.30
|
0.60
|
|||||||||||||||
4th Quarter
|
0.14
|
0.16
|
0.30
|
0.30
|
0.25
|
|||||||||||||||
Total
|
$
|
0.77
|
$
|
0.64
|
$
|
1.20
|
$
|
1.15
|
$
|
1.70
|
NYSE
|
NYSE
|
|||||||
For the year ended:
|
HIGH
|
LOW
|
||||||
2010
|
$
|
34.19
|
$
|
25.27
|
||||
2011
|
$
|
26.80
|
$
|
11.58
|
||||
2012
|
$
|
16.04
|
$
|
8.15
|
||||
2013
|
$
|
12.00
|
$
|
7.00
|
||||
2014
|
$
|
12.61
|
$
|
6.95
|
NYSE
|
NYSE
|
|||||||
For the quarter ended:
|
HIGH
|
LOW
|
||||||
March 31, 2013
|
$
|
12.00
|
$
|
8.51
|
||||
June 30, 2013
|
$
|
11.55
|
$
|
7.00
|
||||
September 30, 2013
|
$
|
10.47
|
$
|
7.39
|
||||
December 31, 2013
|
$
|
9.94
|
$
|
7.59
|
||||
March 31, 2014
|
$
|
12.61
|
$
|
9.27
|
||||
June 30, 2014
|
$
|
10.07
|
$
|
8.01
|
||||
September 30, 2014
|
$
|
9.65
|
$
|
7.95
|
||||
December 31, 2014
|
$
|
10.42
|
$
|
6.95
|
NYSE
|
NYSE
|
|||||||
For the month:
|
HIGH
|
LOW
|
||||||
October 2014
|
$
|
8.69
|
$
|
6.95
|
||||
November 2014
|
$
|
9.25
|
$
|
8.09
|
||||
December 2014
|
$
|
10.42
|
$
|
8.45
|
||||
January 2015
|
$
|
12.08
|
$
|
9.95
|
||||
February 2015
|
$
|
10.67
|
$
|
9.15
|
||||
March 2015*
|
$
|
10.47
|
$
|
8.47
|
● | at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business), or |
● | at least 50% of the average value of the assets held by us during such taxable year produce, or are held for the production of, such passive income. |
● | the gain is effectively connected with the Non-United States Holder's conduct of a trade or business in the United States (and, if the Non-United States Holder is entitled to the benefits of a United States income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States Holder in the United States); or |
● | the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met. |
● | fail to provide an accurate taxpayer identification number; |
● | are notified by the IRS that you have failed to report all interest or dividends required to be shown on your United States federal income tax returns; or |
● | in certain circumstances, fail to comply with applicable certification requirements. |
FISCAL YEAR ENDED DECEMBER 31, 2014
|
$
|
543,080
|
||
FISCAL YEAR ENDED DECEMBER 31, 2013
|
$
|
993,982
|
FISCAL YEAR ENDED DECEMBER 31, 2014
|
$
|
0
|
||
FISCAL YEAR ENDED DECEMBER 31, 2013
|
$
|
0
|
1.1 | Memorandum of Association of the Company. |
1.2 | Bye-Laws of the Company incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on January 18, 2012. |
2.1 | Form of Share Certificate. |
4.1 | Restated Management Agreement dated June 30, 2004, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited, incorporated by reference to Exhibit 4.4 to the Company's annual report on Form 20-F filed with the Securities and Exchange Commission on June 30, 2005. |
4.2 | Amendment to Restated Management Agreement dated October 12, 2004, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited, incorporated by reference to Exhibit 4.4 to the Company's annual report on Form 20-F filed with the Securities and Exchange Commission on June 30, 2005. |
4.3 | Amendment to Restated Management Agreement dated October 12, 2004, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited, incorporated by reference to Form 6-K filed with the Securities and Exchange Commission on October 29, 2004. |
4.4 | Amendment to Restated Management Agreement dated April 29, 2005, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited, incorporated by reference to Exhibit 4.3 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission on June 29, 2007. |
4.5 | Amendment to Restated Management Agreement dated November 19, 2005, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited. |
4.6 | Amendment to Restated Management Agreement dated May 3, 2008, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited incorporated by reference to Exhibit 4.3 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission on May 9, 2008. |
4.7 | Amendment to Restated Management Agreement dated May 31, 2009, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited incorporated by reference to Exhibit 4.5 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission on May 24, 2010. |
4.8 | Amendment to Restated Management Agreement dated July 1, 2010, between Scandic American Shipping Ltd. and Nordic American Tanker Shipping Limited. |
4.9 | Amendment to Restated Management Agreement dated December 1, 2011 between Scandic American Shipping Ltd. and Nordic American Tankers Limited. |
4.10 | Revolving Credit Facility Agreement by and among the Company and the financial institutions listed in schedule 1 thereto, dated September 14, 2005, incorporated by reference into the Company's annual report on Form 20-F for the fiscal year ended December 31, 2005 filed June 30, 2006. |
4.11 | Addendum No. 1 to Revolving Credit Facility Agreement by and among the Company and the financial institutions listed in schedule 2 thereto, dated September 21, 2006, incorporated by reference to Exhibit 4.6 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2006 filed with the Securities and Exchange Commission on June 29, 2007. |
4.12 | Addendum No. 2 to Revolving Credit Facility Agreement by and among the Company and the financial institutions listed in schedule 2 thereto, dated April 15, 2008, incorporated by reference to Exhibit 4.8 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2007 filed with the Securities and Exchange Commission on May 9, 2008. |
4.13 | 2011 Equity Incentive Plan Limited incorporated by reference to Exhibit 4.11 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on April 21, 2011. |
4.14 | Amendment to Restated Management Agreement dated January 10, 2013 between Scandic American Shipping Ltd. and Nordic American Tankers Limited incorporated by reference to Exhibit 4.14 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission on March 19, 2013. |
4.15 | Share Purchase Agreement by and between Nordic American Tankers and Burma Shipping & Investment AS, dated as of December 15, 2012, incorporated by reference to Exhibit 4.15 to the Company's annual report on Form 20-F for the fiscal year ended December 31, 2012 filed with the Securities and Exchange Commission on March 19, 2013. |
12.1 | Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer. |
12.2 | Rule 13a-14(a) /15d-14(a) Certification of the Chief Financial Officer. |
13.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
13.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
15.1 | Consent of Independent Registered Public Accounting Firm. |
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Schema Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Schema Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Schema Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Schema Presentation Linkbase Document
|
NORDIC AMERICAN TANKERS LTD.
|
||
/s/Turid M. Sørensen
|
March 27, 2015
|
|
Name: Turid M. Sørensen
|
||
Title: Chief Financial Officer & EVP
|
Page
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-2
|
FINANCIAL STATEMENTS:
|
|
Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012
|
F-3
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2014, 2013 and 2012
|
F-4
|
Consolidated Balance Sheets as of December 31, 2014 and 2013
|
F-5
|
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2014, 2013, and 2012
|
F-6
|
Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012
|
F-7
|
Notes to Consolidated Financial Statements
|
F-8
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Voyage Revenues
|
351,049
|
243,657
|
130,682
|
|||||||||
Voyage Expenses
|
(199,430
|
)
|
(173,410
|
)
|
(38,670
|
)
|
||||||
Voyage Operating Expenses – Excluding Depreciation Expense Presented Below
|
(62,500
|
)
|
(64,924
|
)
|
(63,965
|
)
|
||||||
General and Administrative Expenses
|
(14,863
|
)
|
(19,555
|
)
|
(14,700
|
)
|
||||||
Depreciation Expenses
|
(80,531
|
)
|
(74,375
|
)
|
(69,219
|
)
|
||||||
Impairment Loss on Vessel
|
-
|
-
|
(12,030
|
)
|
||||||||
Loss on Contract
|
-
|
(5,000
|
)
|
-
|
||||||||
Fees for provided services
|
1,500
|
-
|
-
|
|||||||||
Net Operating Loss
|
(4,775
|
)
|
(93,608
|
)
|
(67,902
|
)
|
||||||
Interest Income
|
181
|
146
|
357
|
|||||||||
Interest Expenses
|
(12,244
|
)
|
(11,518
|
)
|
(5,854
|
)
|
||||||
Dividends Received
|
252
|
|||||||||||
Gain on shares
|
3,286
|
|||||||||||
Other Financial Income (Expenses)
|
(1,126
|
)
|
(391
|
)
|
207
|
|||||||
Total Other Expenses
|
(9,651
|
)
|
(11,763
|
)
|
(5,290
|
)
|
||||||
Net Loss Before Income Taxes and Equity Income
|
(14,426
|
)
|
(105,371
|
)
|
(73,192
|
)
|
||||||
Income Tax Expense
|
(47
|
)
|
(86
|
)
|
-
|
|||||||
Equity Income
|
1,665
|
40
|
-
|
|||||||||
Net Loss
|
(12,808
|
)
|
(105,417
|
)
|
(79,192
|
)
|
||||||
Basic and Diluted Loss per Share
|
(0.15
|
)
|
(1.64
|
)
|
(1.39
|
)
|
||||||
Basic and Diluted Average Number of Common Shares Outstanding
|
85,401,179
|
64,101,923
|
52,547,623
|
|||||||||
Cash Dividends per Share
|
0.63
|
0.64
|
1.20
|
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Net Loss
|
(12,808
|
)
|
(105,417
|
)
|
(73,192
|
)
|
||||||
Other Comprehensive Income (Loss) Current Period
|
||||||||||||
Unrealized Gain (Losses) on Available-for-Sale Securities
|
(7,194
|
)
|
-
|
128
|
||||||||
Translation Differences
|
(425
|
)
|
(160
|
)
|
-
|
|||||||
Unrealized loss on Defined benefit plan
|
(253
|
)
|
-
|
-
|
||||||||
Reclassification Adjustments
|
||||||||||||
Reclassification of Realized Gains to Net Loss for Available-for-Sale Securities
|
-
|
84
|
-
|
|||||||||
Other Comprehensive Income (Loss)
|
(7,872
|
)
|
(76
|
)
|
128
|
|||||||
Total Comprehensive Loss
|
(20,680
|
)
|
(105,493
|
)
|
(73,064
|
)
|
||||||
As of December 31,
|
||||||||
Assets
|
2014
|
2013
|
||||||
Current Assets
|
||||||||
Cash and Cash Equivalents
|
100,736
|
65,675
|
||||||
Accounts Receivables, net
|
16,412
|
18,801
|
||||||
Prepaid Expenses
|
5,513
|
5,436
|
||||||
Inventory
|
22,223
|
24,281
|
||||||
Voyages in Progress
|
29,586
|
14,953
|
||||||
Other Current Assets
|
2,029
|
2,251
|
||||||
Total Current Assets
|
176,499
|
131,396
|
||||||
Non-Current Assets
|
||||||||
Vessels, net
|
909,992
|
911,429
|
||||||
Goodwill
|
18,979
|
18,979
|
||||||
Investment in Nordic American Offshore Ltd
|
55,223
|
64,128
|
||||||
Other Non-Current Assets
|
8,331
|
10,504
|
||||||
Total Non-Current Assets
|
992,525
|
1,005,041
|
||||||
Total Assets
|
1,169,024
|
1,136,437
|
||||||
Liabilities and Shareholders' Equity
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
6,664
|
6,447
|
||||||
Accrued Voyage Expenses
|
8,784
|
6,249
|
||||||
Accrued Liabilities
|
8,587
|
6,567
|
||||||
Total Current Liabilities
|
24,035
|
19,263
|
||||||
Long Term Debt
|
250,000
|
250,000
|
||||||
Deferred Tax Liability
|
-
|
37
|
||||||
Deferred Compensation Liability
|
12,914
|
12,154
|
||||||
Total Liabilities
|
286,949
|
281,453
|
||||||
Commitment and Contingencies
|
-
|
-
|
||||||
Shareholders' Equity
|
||||||||
Common Stock, Par Value $0.01 per Share
180,000,000 and 90,000,000 authorized, 89,182,001 and 75,382,001 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively
|
892
|
754
|
||||||
Additional Paid-In Capital
|
114,291
|
208,240
|
||||||
Contributed Surplus
|
787,732
|
751,567
|
||||||
Accumulated Other Comprehensive Income
|
(8,032
|
)
|
(160
|
)
|
||||
Accumulated Deficit
|
(12,808
|
)
|
(105,417
|
)
|
||||
Total Shareholders' Equity
|
882,075
|
854,984
|
||||||
Total Liabilities and Shareholders' Equity
|
1,169,024
|
1,136,437
|
Number of
Shares |
Treasury
Shares |
Common Stock
|
Additional
Paid-In Capital |
Contributed Surplus
|
Accumulated Other Comprehensive Deficit
|
Accumulated Deficit
|
Total Shareholders' Equity
|
|||||||||||||||||||||||||
Balance at December 31, 2011
|
47,303,394
|
-
|
473
|
12,867
|
926,733
|
(212
|
)
|
(72,298
|
)
|
867,563
|
||||||||||||||||||||||
Accumulated coverage of loss as of December 31, 2011
|
-
|
-
|
-
|
-
|
(72,298
|
)
|
-
|
72,298
|
-
|
|||||||||||||||||||||||
Net Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(73,192
|
)
|
(73,192
|
)
|
||||||||||||||||||||||
Common Shares Issued, net of $2 million issuance cost
|
5,500,000
|
-
|
55
|
75,527
|
-
|
-
|
-
|
75,582
|
||||||||||||||||||||||||
Reduction of share premium
|
-
|
-
|
-
|
(75,577
|
)
|
75,577
|
-
|
-
|
-
|
|||||||||||||||||||||||
Other Comprehensive Income
|
-
|
-
|
-
|
-
|
-
|
128
|
-
|
128
|
||||||||||||||||||||||||
Compensation – Restricted Shares
|
112,245
|
-
|
1
|
1,540
|
-
|
-
|
-
|
1,541
|
||||||||||||||||||||||||
Common Shares Repurchased – 2011 Equity Incentive Plan
|
-8,500
|
8,500
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Share-Based Compensation
|
-
|
-
|
-
|
1,258
|
-
|
-
|
-
|
1,258
|
||||||||||||||||||||||||
Return of Capital
|
-
|
-
|
-
|
-
|
(63,497
|
)
|
-
|
-
|
(63,497
|
)
|
||||||||||||||||||||||
Balance at December 31, 2012
|
52,907,139
|
8,500
|
529
|
15,615
|
866,515
|
(84
|
)
|
(73,192
|
)
|
809,383
|
||||||||||||||||||||||
Accumulated coverage of loss as of December 31, 2012
|
-
|
-
|
-
|
-
|
(73,192
|
)
|
-
|
73,192
|
-
|
|||||||||||||||||||||||
Net Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(105,417
|
)
|
(105,417
|
)
|
||||||||||||||||||||||
Common Shares Issued, net of $0.7 million issuance cost
|
20,556,250
|
-
|
206
|
172,405
|
-
|
-
|
-
|
172,611
|
||||||||||||||||||||||||
Other Comprehensive Loss
|
-
|
-
|
-
|
-
|
-
|
(76
|
)
|
-
|
(76
|
)
|
||||||||||||||||||||||
Common Shares Issued in connection with acquisition of Scandic
|
1,910,112
|
-
|
19
|
18,127
|
-
|
-
|
-
|
18,146
|
||||||||||||||||||||||||
Common Shares Repurchased – 2011 Equity Incentive Plan
|
-14,500
|
14,500
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Share-Based Compensation
|
-
|
-
|
-
|
2,093
|
-
|
-
|
-
|
2,093
|
||||||||||||||||||||||||
Return of Capital
|
-
|
-
|
-
|
-
|
(41,756
|
)
|
-
|
-
|
(41,756
|
)
|
||||||||||||||||||||||
Balance at December 31, 2013
|
75,359,001
|
23,000
|
754
|
208,240
|
751,567
|
(160
|
)
|
(105,417
|
)
|
854,984
|
||||||||||||||||||||||
Accumulated coverage of loss as of December 31, 2013
|
-
|
-
|
-
|
-
|
(105,417
|
)
|
-
|
105,417
|
-
|
|||||||||||||||||||||||
Net Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
(12,808
|
)
|
(12,808
|
)
|
||||||||||||||||||||||
Common Shares Repurchased – 2011 Equity Incentive Plan
|
-10,000
|
10,000
|
-
|
(99
|
)
|
-
|
-
|
-
|
(99
|
)
|
||||||||||||||||||||||
Common Shares Distributed – 2011 Equity Incentive Plan
|
33,000
|
-33,000
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||
Common Shares Issued, net of $0.2 million issuance cost
|
13,800,000
|
-
|
138
|
113,295
|
-
|
-
|
-
|
113,433
|
||||||||||||||||||||||||
Reduction of share premium
|
-
|
-
|
-
|
(208,240
|
)
|
208,240
|
-
|
-
|
-
|
|||||||||||||||||||||||
Other Comprehensive Loss
|
-
|
-
|
-
|
-
|
-
|
(7,872
|
)
|
(7,872
|
)
|
|||||||||||||||||||||||
Share Based Compensation
|
-
|
-
|
-
|
1,096
|
-
|
-
|
-
|
1,096
|
||||||||||||||||||||||||
Return of Capital
|
(66,658
|
)
|
(66,658
|
)
|
||||||||||||||||||||||||||||
Balance at December 31, 2014
|
89,182,001
|
-
|
892
|
114,291
|
787,732
|
(8,032
|
)
|
(12,808
|
)
|
882,075
|
Year Ended December 31,
|
||||||||||||
Cash Flows from Operation Activities
|
2014
|
2013
|
2012
|
|||||||||
Net Loss
|
(12,808
|
)
|
(105,417
|
)
|
(73,192
|
)
|
||||||
Reconciliation of Net Loss to Net Cash Provided by (Used in) Operating Activates
|
||||||||||||
Depreciation Expense
|
80,531
|
74,375
|
69,219
|
|||||||||
Impairment Loss on Vessel
|
-
|
-
|
12,030
|
|||||||||
Loss on Contract
|
-
|
5,000
|
-
|
|||||||||
Dry-dock Expenditure
|
(5,346
|
)
|
(17,928
|
)
|
(16,538
|
)
|
||||||
Amortization of Deferred Finance Costs
|
1,228
|
1,228
|
1,365
|
|||||||||
Deferred Compensation Liability
|
782
|
832
|
1,391
|
|||||||||
Compensation – Restricted Shares
|
-
|
-
|
1,540
|
|||||||||
Share-based Compensation
|
997
|
2,093
|
1,258
|
|||||||||
Gain on Equity Method Investment
|
(3,285
|
)
|
-
|
-
|
||||||||
Adjustment of warrants to fair value
|
915
|
|||||||||||
Other, net
|
(37
|
) |
(5
|
)
|
(170
|
)
|
||||||
Changes in Operating Assets and Liabilities
|
||||||||||||
Accounts Receivables
|
3,539
|
(11,435
|
)
|
17,532
|
||||||||
Accounts Receivables, Related Party
|
-
|
-
|
(11,291
|
)
|
||||||||
Inventory
|
2,438
|
3,528
|
3,538
|
|||||||||
Prepaid Expenses and Other Current Assets
|
300
|
(130
|
)
|
7,799
|
||||||||
Accounts Payable and Accrued Liabilities
|
2,784
|
(3,796
|
)
|
(7,609
|
)
|
|||||||
Accounts Payable, Related party
|
-
|
-
|
610
|
|||||||||
Voyages in Progress
|
(14,633
|
)
|
4,390
|
5,233
|
||||||||
Non-Current Related Party Receivables
|
-
|
-
|
(13,282
|
)
|
||||||||
Net Cash Provided by (Used in) Operating Activities
|
57,479
|
(47,265
|
)
|
(567
|
)
|
|||||||
Cash Flows from Investing Activities
|
||||||||||||
Proceeds from Sale of Marketable Securities
|
-
|
600
|
-
|
|||||||||
Investment in Vessels
|
(73,772
|
)
|
(6,983
|
)
|
(2,745
|
)
|
||||||
Investment in Other Fixed Assets
|
(281
|
)
|
(1,864
|
)
|
-
|
|||||||
Deposits and Loan Repayment from Seller
|
-
|
5,475
|
9,000
|
|||||||||
Investments in Nordic American Offshore Ltd
|
(11,403
|
)
|
(65,004
|
)
|
-
|
|||||||
Acquisition of Orion Tankers Ltd
|
-
|
(271
|
)
|
-
|
||||||||
Cash Arising from Obtaining Control of Orion Tankers Ltd
|
-
|
6,544
|
-
|
|||||||||
Acquisition of Scandic American Shipping Ltd, net of Cash acquired
|
-
|
(7,641
|
)
|
-
|
||||||||
Acquisition of Scandic, Assets Held for Sale
|
-
|
(5,467
|
)
|
-
|
||||||||
Proceeds from Sale of Scandic Assets Held for Sale
|
-
|
5,467
|
-
|
|||||||||
Change in Restricted Cash
|
-
|
(5,000
|
)
|
-
|
||||||||
Return of Investments
|
3,772
|
-
|
-
|
|||||||||
Other, net
|
-
|
889
|
(129
|
)
|
||||||||
Net Cash Provided by (Used in) Investing Activities
|
(81,685
|
)
|
(73,255
|
)
|
6,126
|
|||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from Issuance of Common Stock
|
113,433
|
172,611
|
75,582
|
|||||||||
Proceeds from Use of Credit Facility
|
-
|
40,000
|
270,000
|
|||||||||
Repayments on Credit Facility
|
-
|
(40,000
|
)
|
(250,000
|
)
|
|||||||
Credit Facility Costs
|
-
|
-
|
(6,139
|
)
|
||||||||
Dividends Distributed
|
(54,069
|
)
|
(41,756
|
)
|
(63,497
|
)
|
||||||
Net Cash Provided by Financing Activities
|
59,364
|
130,855
|
25,946
|
|||||||||
Net Increase in Cash and Cash Equivalents
|
35,158
|
10,335
|
31,505
|
|||||||||
Cash and Cash Equivalents at Beginning of Year
|
65,675
|
55,511
|
24,006
|
|||||||||
Effect of Exchange Rate changes on Cash and Cash Equivalents
|
(97
|
)
|
(171
|
)
|
-
|
|||||||
Cash and Cash Equivalents at End of Year
|
100,736
|
65,675
|
55,511
|
|||||||||
Cash Paid for Interest
|
9,700
|
7,158
|
2,928
|
|||||||||
Cash Paid for Taxes
|
86
|
214
|
-
|
|||||||||
Fair value of shares distributed as dividend in kind
|
12,589
|
-
|
-
|
1. | NATURE OF BUSINESS |
Vessel
|
Yard
|
Built
|
Deadweight Tons
|
Delivered to NAT
|
Nordic Harrier
|
Samsung
|
1997
|
151,459
|
August 1997
|
Nordic Hawk
|
Samsung
|
1997
|
151,475
|
October 1997
|
Nordic Hunter
|
Samsung
|
1997
|
151,401
|
December 1997
|
Nordic Voyager
|
Dalian New
|
1997
|
149,591
|
November 2004
|
Nordic Fighter
|
Hyundai
|
1998
|
153,328
|
March 2005
|
Nordic Freedom
|
Daewoo
|
2005
|
159,331
|
March 2005
|
Nordic Discovery
|
Hyundai
|
1998
|
153,328
|
August 2005
|
Nordic Saturn
|
Daewoo
|
1998
|
157,331
|
November 2005
|
Nordic Jupiter
|
Daewoo
|
1998
|
157,411
|
April 2006
|
Nordic Moon
|
Samsung
|
2002
|
160,305
|
November 2006
|
Nordic Apollo
|
Samsung
|
2003
|
159,998
|
November 2006
|
Nordic Cosmos
|
Samsung
|
2003
|
159,999
|
December 2006
|
Nordic Sprite
|
Samsung
|
1999
|
147,188
|
February 2009
|
Nordic Grace
|
Hyundai
|
2002
|
149,921
|
July 2009
|
Nordic Mistral
|
Hyundai
|
2002
|
164,236
|
November 2009
|
Nordic Passat
|
Hyundai
|
2002
|
164,274
|
March 2010
|
Nordic Vega
|
Bohai
|
2010
|
163,940
|
December 2010
|
Nordic Breeze
|
Samsung
|
2011
|
158,597
|
August 2011
|
Nordic Aurora
|
Samsung
|
1999
|
147,262
|
September 2011
|
Nordic Zenith
|
Samsung
|
2011 |
158,645
|
November 2011
|
Nordic Sprinter
|
Hyundai
|
2005 |
159,089
|
July 2014
|
Nordic Skier
|
Hyundai
|
2005 |
159,089
|
August 2014
|
Newbuild #1
|
Sungdong
|
August 2016
|
||
Newbuild #2
|
Sungdong
|
January 2017
|
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
3. | RELATED PARTY TRANSACTIONS |
4. | REVENUE |
Voyage Revenues
All figures in USD '000
|
2014
|
2013
|
2012
|
|||||||||
Net pool spot market earnings, cooperative arrangements
|
-
|
-
|
77,287
|
|||||||||
Gross pool spot market earnings, Orion Tankers pool
|
-
|
-
|
36,339
|
|||||||||
Gross spot market earnings, through spot charters
|
351,049
|
243,657
|
17,056
|
|||||||||
Total Voyage Revenues
|
351,049
|
243,657
|
130,682
|
5. | GENERAL AND ADMINISTRATIVE EXPENSES |
All figures in USD '000
|
2014
|
2013
|
2012
|
|||||||||
Management fee to related party
|
-
|
-
|
500
|
|||||||||
Directors and officers insurance
|
86
|
80
|
74
|
|||||||||
Salaries and wages
|
7,734
|
6,560
|
3,282
|
|||||||||
Audit, legal and consultants
|
1,431
|
5,575
|
1,007
|
|||||||||
Administrative services provided by related party
|
-
|
-
|
3,930
|
|||||||||
Other fees and expenses
|
4,076
|
4,213
|
1,718
|
|||||||||
Compensation – Restricted shares to Manager
|
-
|
-
|
1,540
|
|||||||||
Share-based compensation
|
1,096
|
2,093
|
1,258
|
|||||||||
Deferred compensation plan
|
440
|
1,033
|
1,391
|
|||||||||
Total for year ended December 31,
|
14,863
|
19,555
|
14,700
|
6. | DEFERRED COMPENSATION LIABILITY |
7. | VESSELS, NET |
All Figures in USD '000
|
Vessels
|
Drydocking
|
Total
|
Carrying Value December 31, 2013
|
872,846
|
38,583
|
911,429
|
Accumulated Depreciation December 31, 2013
|
460,422
|
27,063
|
487,485
|
Depreciation Expense 2013
|
62,781
|
11,241
|
74,022
|
Carrying Value December 31, 2014
|
882,221
|
27,771
|
909,992
|
Accumulated Depreciation December 31, 2014
|
524,651
|
42,994
|
567,645
|
Depreciation Expense 2014
|
64,229
|
15,931
|
80,160
|
Acquisition of vessels 2014
|
73,604
|
300
|
73,904
|
8. | OTHER NON-CURRENT ASSETS |
All figures in USD '000
|
2014
|
2013
|
||||||
Fixture, Furniture and Equipment
|
1,099
|
1,129
|
||||||
Warrants
|
-
|
915
|
||||||
Deferred Finance Costs
|
2,232
|
3,460
|
||||||
Long term deposit
|
5,000
|
5,000
|
||||||
Total as of December 31,
|
8,331
|
10,504
|
9. | INVESTMENTS |
Amounts in $ million
|
Scandic
As of January 10, 2013 |
|||
ASSETS
|
||||
Cash and cash equivalents
|
0.4
|
|||
Assets held for sale
|
6.6
|
|||
Other current assets
|
2.4
|
|||
Furniture, fixture and equipment
|
1.0
|
|||
Other non-current assets
|
0.2
|
|||
Total assets acquired
|
10.6
|
|||
LIABILITIES
|
||||
Accounts payable
|
0.2
|
|||
Tax payable
|
0.2
|
|||
Other current liabilities
|
0.9
|
|||
Total liabilities assumed
|
1.3
|
|||
Net assets acquired
|
9.3
|
|||
Cash consideration
|
8.0
|
|||
Common shares issued
|
18.1
|
|||
Payable to seller
|
7.2
|
|||
Total consideration
|
33.3
|
|||
Net assets acquired
|
9.3
|
|||
Difference
|
24.0
|
|||
Settlement loss
|
5.0
|
|||
Net Goodwill recognized
|
19.0
|
10. | SHARE-BASED COMPENSATION PLAN |
Restricted
shares - Employees |
Weighted-
average grant-date fair value - Employees
|
Restricted
shares - Non-
employees |
Weighted-
average grant-date fair value - Non-employees
|
|||||||||||||
Non-vested at January 1, 2014
|
163,000
|
$
|
23.88
|
40,000
|
$
|
24.84
|
||||||||||
Granted during the year
|
-
|
-
|
33,000
|
9.84
|
||||||||||||
Vested during the year
|
-
|
-
|
-
|
-
|
||||||||||||
Forfeited during the year
|
(10,000
|
)
|
-
|
-
|
-
|
|||||||||||
Non-vested at December 31, 2013
|
153,000
|
$
|
23.88
|
73,000
|
$
|
18.06
|
Restricted
shares - Employees |
Weighted-
average grant-date fair value - Employees
|
Restricted
shares - Non-
employees |
Weighted-
average grant-date fair value - Non-employees
|
|||||||||||||
Non-vested at January 1, 2013
|
163,000
|
$
|
23.88
|
228,500
|
$
|
22.06
|
||||||||||
Granted during the year
|
-
|
-
|
-
|
-
|
||||||||||||
Vested during the year
|
-
|
-
|
(174,000
|
)
|
-
|
|||||||||||
Forfeited during the year
|
-
|
-
|
(14,500
|
)
|
-
|
|||||||||||
Non-vested at December 31, 2013
|
163,000
|
$
|
23.88
|
40,000
|
$
|
24.84
|
11. | LONG-TERM DEBT |
12. | INTEREST EXPENSE |
13. | ACCRUED LIABILITIES |
All figures in USD '000
|
2014
|
2013
|
||||||
Accrued Interest
|
1,452
|
1,600
|
||||||
Accrued Expenses
|
4,481
|
4,967
|
||||||
Deferred revenue
|
2,654
|
-
|
||||||
Total as of December 31,
|
8,587
|
6,567
|
14. | EARNINGS (LOSS) PER SHARE |
All figures in USD
|
2014
|
2013
|
2012
|
|||||||||
Numerator:
|
||||||||||||
Net Loss
|
(12,808,441
|
)
|
(105,417,590
|
)
|
(73,191,830
|
)
|
||||||
Denominator:
|
||||||||||||
Basic - Weighted Average Common Shares Outstanding
|
85,401,179
|
64,101,923
|
52,547,623
|
|||||||||
Dilutive – Weighted-Average Common Shares Outstanding
|
85,401,179
|
64,101,923
|
52,547,623
|
|||||||||
Loss per Common Share:
|
||||||||||||
Basic
|
(0.15
|
)
|
(1.64
|
)
|
(1.39
|
)
|
||||||
Diluted
|
(0.15
|
)
|
(1.64
|
)
|
(1.39
|
)
|
15. | SHAREHOLDERS' EQUITY |
All figures in USD ´000, except number of shares
|
Authorized
Shares |
Issued and
Out- standing Shares |
Common
Stock |
|||||||||
Balance as of January 1, 2012
|
90,000,000
|
47,303,394
|
473
|
|||||||||
Common Shares Issued
in Follow-on Offering |
5,500,000
|
55
|
||||||||||
Compensation – Restricted Shares
|
112,245
|
1
|
||||||||||
Balance as of December 31, 2012
|
90,000,000
|
52,915,639
|
529
|
|||||||||
Common Shares Issued
in Follow-on Offering |
20,556,250
|
206
|
||||||||||
Shares issued in connection with the Scandic acquisition
|
1,910,112
|
19
|
||||||||||
Balance as of December 31, 2013
|
90,000,000
|
75,382,001
|
754
|
|||||||||
Common Shares Issued in Follow-on Offering
|
13,800,000
|
138
|
||||||||||
Increase in Authorized Shares
|
90,000,000
|
|||||||||||
Balance as of December 31, 2014
|
180,000,000
|
89,182,001
|
892
|
16. | COMMITMENTS AND CONTINGENCIES |
17. | FINANCIAL INSTRUMENTS AND OTHER FAIR VALUE DISCLOSURES |
- | The carrying value of cash and cash equivalents and marketable securities, is a reasonable estimate of fair value. |
- | The investment in NAO, which is listed on the NYSE, is an available-for-sale security. Accordingly the carrying value of the investment is measured at fair value in the statement of financial position. |
- | The estimated fair value for the long-term debt is considered to be equal to the carrying values since it bears variable interest rates. |
- | The estimated fair value of the warrants in NAO was calculated based on a Black-Scholes model using comparative market data for other companies in the Platform Supply Vessel, or "PSV", segment to estimate volatility, and by assigning an estimated probability for achieving the exercise levels presented in Note 9. |
Level 1. | Observable inputs such as quoted prices in active markets. |
Level 2. | Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
Level 3. | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
All figures in USD '000
|
Fair Value
Hierarchy Level
|
2014
Fair
Value
|
2014
Carrying
Value
|
2013
Fair
Value
|
2013
Carrying
Value
|
|||||||||||||||
Cash and Cash Equivalents
|
1
|
100,736
|
100,736
|
65,675
|
65,675
|
|||||||||||||||
Investment in NAO
|
1
|
55,223
|
55,223
|
-
|
-
|
|||||||||||||||
Warrants in NAO
|
3
|
-
|
-
|
915
|
915
|
|||||||||||||||
Credit Facility
|
(250,000
|
)
|
(250,000
|
)
|
(250,000
|
)
|
(250,000
|
)
|